AIM: KBT
K3 BUSINESS TECHNOLOGY GROUP
PLC
("K3"
or "the Group" or "the Company")
Provider of business-critical software solutions focused on
fashion and apparel brands.
Interim results for the six
months to 31 May 2024
Key Points
|
H1 2024
|
H1 2023
|
Revenue from continuing
operations
|
£15.5m
|
£20.3m
|
Gross profit
|
£9.9m
|
£12.4m
|
―
|
gross margin
|
64%
|
61%
|
Adjusted operating loss
|
(£1.2m)
|
(£1.8m)
|
Loss
before tax from continuing operations
|
(£2.7m)
|
(£2.9m)
|
Net
cash
|
£2.0m
|
£2.9m
|
Reported
loss per share
|
(6.6p)
|
(6.5p)
|
Adjusted
loss per share from continuing operations
|
(4.3p)
|
(5.4p)
|
|
|
|
|
Financial
·
Revenue decrease mainly reflected the sharply
lower levels of activity at Global Accounts, as
anticipated;
o mitigating actions have supported gross profit margin at the
unit.
·
Adjusted operating loss improved significantly to
£1.2m (2023: loss of £1.8m), reflecting cost reduction measures
implemented in prior period and continued cost discipline to
improve gross margin.
·
Total annual recurring revenue ("ARR") was £24.9m
(2023: £24.7m).
·
Net cash at half-year end was strong at £2.0m
despite exceptional reorganisation costs of £1.2m (2023:
£0.4m).
Operational
·
K3 Products division - growth from fashion and
apparel offering ("Fashion portfolio") offset by expected revenue
decline at Retail Solutions:
o revenue of £6.4m (2023: £6.4m); gross profit of £5.1m (2023:
£5.0m).
o gross profit margin increased to 80% (2023: 78%), helped by
Fashion portfolio growth
·
Third-party Solutions division - performance
significantly impacted by drop in activity at Global Accounts, with
NexSys business unit performing robustly:
o revenue of £9.1m (2023: £13.9m) and gross profit of £4.8m
(2023: £7.4m),
o gross profit margin of 52% (2022: 53%) - helped by cost
actions.
Board Appointment
·
Oliver Scott appointed as Chairman, with effect
from today, with Tom Crawford, previously Executive Chairman,
remaining as a Non-executive Director, as announced on 4 July 2024,
together with the appointments of Eric Dodd as Chief Executive
Officer and Lavinia Alderson as Chief Financial Officer.
Prospects
·
Group's performance is typically weighted to H2,
with significant earnings and cash inflows from:
o annual software licence fee and maintenance and support
contract renewals in Q4.
·
Despite challenges, the Group remains on track to
generate an improved adjusted operating performance in the current
financial year and to perform in line with the Board's expectations
for the current financial year.
Eric Dodd, Chief Executive Officer of K3 Business Technology
Group plc, said:
"Interim results mainly reflect the anticipated reduction in
activity at Global Accounts. This has been managed as effectively
as possible and, despite the unit's performance, the Group's gross
profit margin has been improved, cash generation increased, and the
overall loss reduced. Net cash at the half-year end remained very
healthy.
"The second half of the financial year is typically our
stronger half, with significant cash inflows
from software
licence and maintenance and support contract renewals. Our priority
is to deliver shareholder value while maintaining strong financial
discipline. The Group remains on track to perform in line with our
expectations for the current financial year."
Enquiries:
K3 Business Technology Group
plc
www.k3btg.com
|
Eric Dodd, Chief Executive
Officer
Lavinia Alderson, Chief Financial
Officer
|
T: c/o
020 3178 6378
|
|
|
|
finnCap Limited
(NOMAD & Broker)
|
Julian Blunt/ Dan
Hodkinson
(Corporate Finance)
Sunila De Silva (Corporate
Broking)
|
T: 020 7220 0500
|
|
|
|
KTZ Communications
|
Katie Tzouliadis/ Robert
Morton
|
T: 020 3178 6378
|
CHIEF EXECUTIVE OFFICER'S
STATEMENT
Overview
The new business unit structure
established in the prior period, with responsibility and
accountability decisively devolved to business unit heads, has
further simplified the business and created the most appropriate
platform for the Group, as the Board continues to focus on driving
value for shareholders.
Strong financial discipline remained
a major priority and we have further strengthened K3's financial
position with actions to address overheads and to realign costs
appropriately. Net cash at the period end stood at £2.0m despite
exceptional reorganisation costs of £1.2m (2023: £0.4m).
Overall, the Group's performance was
in line with management expectations at the start of the financial
year. As expected, a much lower level of activity at Global
Accounts significantly impacted the performance of the Third-party
Solutions division and the Group. Nonetheless management actions
taken in the second half of the last financial year and in this
half were successful in mitigating some of the impact. The NexSys
operation, which makes up the large majority of the Division's
annual revenues performed robustly. It typically makes a
substantial contribution in the second half of the year, and
specifically in the final quarter of the financial year, when
annual software licences and support and maintenance contracts are
renewed across its large installed customer base. We are seeing
encouraging demand for the product and the sales pipeline is very
healthy.
The performance of the K3 Products
division benefited from our decision not to maintain the nascent K3
Viji product as a standalone offering but to incorporate its
functionality into existing products for the fashion and apparel
market ("Fashion portfolio"). The Fashion portfolio expanded
software licences within its existing customer base. Recurring
revenues have continued to grow, although
deal closure has been slower than expected. The Retail Solutions unit saw some expected additional
revenue decline, which affected its high-margin
contribution.
K3's performance is significantly
weighted to the second half of the year and we expect this to
continue. The focus remains on gross margin and the cost base is
now more appropriately positioned.
Financial Results
The Group's revenue for the six
months ended 31 May 2023 decreased to £15.5m (2023: £20.3m). This
was predominantly driven by a significantly lower revenue
contribution from the Global Accounts operation.
Gross profit was £9.9m (2023: £12.4m), reflecting
the decrease in revenues.
However, gross margin increased to 64% (2023:
61%), helped by measures to adjust the cost base to the new level
of revenues and by improved chargeability across teams, especially
at Global Accounts.
Adjusted administrative expenses
decreased to £11.1m (2023: £14.1m), as we continued to concentrate
on delivering value from development expenditure. This included
depreciation and amortisation of £0.8m, which was significantly
lower than in the prior period (2023: £2.1m) and reflected
disciplined development expenditure and related impairments
reported at 30 November 2023.
Adjusted operating
profit/(loss)1, which replaced adjusted EBITDA as a key
performance measure last year as a better indicator for
understanding underlying profitability and cash requirements,
showed an improvement, with the loss reducing to £1.2m (2023:
£1.8m).
The loss from operations was £2.5m
(2023: loss of £2.7m). This was after £1.2m of reorganisation
costs, £0.1m of smaller other one-off costs, and no share based
payment charges (2023: £0.4m of reorganisation costs, and £0.5m of
share-based payment charges.
The reported loss before tax from
continuing operations was £2.8m (2023: loss of £2.9m). This was
after net finance expenses of £0.2m (2023: £0.3m).
The adjusted loss per share from
continuing operations was 4.3p (2023: loss of 5.4p) and excludes
amortisation of development costs, capitalised development costs,
exceptional reorganisation costs, acquisition costs and share based
charges and is net of the related tax charge of £0.2m (2023: credit
£0.2m). The reported loss per share, which
includes profit from discontinued activities, was 6.6p (2023: 7.2p).
Balance sheet and cash flows
The Group balance sheet remains
strong, with cash and cash equivalents of £3.2m (2023: £4.7m) and
net cash of £2.0m (2023: £2.9m). K3 has banking facilities with
Barclays, its long-standing banking relationship, which comprise a
total facility of up to £3.0m, including an overdraft facility to
support seasonal cash movements. This facility agreement was
extended in March 2024 on standard terms for a further two years
until March 2026, with optional future renewals. At 31 May 2024,
£1.25m was drawn (2023: £1.8m).
Group cash flow is weighted towards
the second half of the financial year. This reflects the
significant cash inflows that fall due in this period from annual
software licence and maintenance and support contract
renewals.
Cash outflow from operations was
£5.8m (2023: £2.8m). Net cash used in investing activities
decreased to £0.4m (2023: £0.8m) as a result of our continued
disciplined approach to development expenditure as well as our
actions to simplify the business. Spend on property, plant and
equipment was minimal in the period (2023: £0.4m), and capitalised
development expenditure was £0.4m (2023: £0.4m).
Business Strategy
The Board is focused on cash
generation and shareholder value. This has driven our actions to
simplify the Group and to concentrate on those software products
and solutions that are differentiated in their markets and that
provide a compelling return on investment for customers.
The K3 Products division provides
the opportunity of higher-margin growth, which reflects the fact
that its solutions are based on K3 intellectual property ("IP").
Our fashion and apparel products, particularly K3 Fashion, address
a global opportunity and the route-to-market for these products is
mainly via our business partner network. We are also working with
Microsoft, which endorses K3 Fashion. The Retail Solutions unit,
which generates a high gross profit margin, has a wide customer
base of mainly smaller-to-medium-sized enterprises, and we are
focused on providing effective customer support.
The NexSys operation generates a
high-level of recurring revenue and strong cash flows. It is a
well-established value-added reseller and systems integrator of
SYSPRO enterprise resource planning ("ERP") software, enriched with
integrated modules and K3 IP, and backed by specialist support
services. We are now targeting larger, higher-value projects in our
existing UK markets of manufacturing and distribution. The Global
Accounts business, which together with NexSys make up the
Third-party Solutions division, provides specialist services to the
overseas franchisees of the Inter IKEA Concept. While the expansion
of IKEA stores by franchisees has slowed significantly over the
last year, Global Accounts, continues to be a key support and
services partner to franchisees.
Operational Review
The Group's results for the six
months ended 31 May 2024 together with comparatives for 2023 are
summarised in the tables below.
Six months ended 31 May
|
Revenue (£m)
|
Gross profit (£m)
|
Gross margin
|
|
2024
|
2023
restated
|
2024
|
2023
restated
|
2024
|
2023
restated
|
K3 Products
|
6.4
|
6.4
|
5.1
|
5.0
|
80%
|
78%
|
Third-party Solutions
|
9.1
|
13.9
|
4.8
|
7.4
|
52%
|
53%
|
Total
|
15.5
|
20.3
|
9.9
|
12.4
|
64%
|
61%
|
|
K3
Products
The division provides software
products and solutions that are powered by our own IP. They
comprise:
•
|
strategic products focused on
fashion and apparel markets (the "Fashion portfolio");
|
•
|
solutions for the visitor
attraction market; and other stand-alone point-of-sale retail
solutions and apps ("Retail Solutions").
|
£m
|
2024
|
2023
restated
|
Revenue
|
6.4
|
6.4
|
Gross
profit
|
5.1
|
5.0
|
Gross
profit margin (%)
|
80%
|
78%
|
Adjusted
operating loss
|
1.3
|
3.5
|
|
The division's revenue was steady
at £6.4m year-on-year (2023: £6.4m). The Fashion portfolio
increased its contribution, however, this was offset by some
further expected revenue decline at Retail Solutions, which
provides software solutions for the
visitor attraction market and point-of-sale retail products and
apps.
Recurring revenue increased by 23%
to £5.8m from £4.7m in the comparative period in the prior year.
This uplift was driven by growth in revenues from the Fashion
portfolio, and the increase also helped to drive the improvement in
gross profit margin to 80% (2023: 78%). Gross profit for the period
increased slightly to £5.1m (2023: £5.0m), and the adjusted
operating loss reduced significantly to £1.3m (2023: loss of
£3.5m).
As previously reported, we
withdrew further investment in our standalone sustainability product for fashion retailers, K3
ViJi, after assessing our commercial priorities. Instead, we are
integrating K3 ViJi's capabilities within K3 Fashion's existing
corporate social responsibility functionalities. This decision has
helped to result in meaningful savings and, along with other cost
control actions, a more appropriate cost base.
Our Fashion portfolio, which
includes K3 Fashion and K3 Pebblestone, increased annualised
recurring revenue by 3% over the period to £5.9m. This included a
software licence expansion with an existing customer secured last
year, which is broadening its global footprint in the
jewellery/watches retail sector. Net revenue retention was good,
although deal closure has been somewhat slower than expected in our
business partner network, which is the key route to market for our
Fashion portfolio products. We believe that this reflects customer
purchase phasing, with departmental solutions sometimes being
bought at a later stage after the implementation of the initial
core ERP.
The new team at Retail Solutions
managed the revenue decline experienced in the period well, and
Retail Solutions continues to contribute valuable high-margin
income and strong net revenue retention of 105%.
Third-party Solutions
Third-party Solutions comprises
two units:
•
|
NexSys, a high-margin, value-added
reseller and systems integrator of SYSPRO ERP enriched with K3 IP
and partner modules. Its solutions address the needs of
manufacturers and distributors, and have been typically
'on-premise'. Revenues are generated from implementations, software
licence sales (including renewals), and maintenance and support
contracts. With a long history of providing innovative ERP
solutions for its chosen markets, NexSys has a large installed base
of UK customers.
|
•
|
Global Accounts, which provides
specialist services and support, predominantly to the Inter IKEA
Concept overseas franchisee network.
|
£m
|
2024
|
2023
|
Revenue
|
9.1
|
13.9
|
Gross
profit
|
4.8
|
7.4
|
Gross
margin %
|
52%
|
53%
|
Adjusted
operating profit
|
1.0
|
3.0
|
|
The Division's revenue and profit
performance were significantly affected by the sharply lower
activity at Global Accounts. This unit provides specialist services
to the overseas franchisees of the Inter IKEA Concept. The downturn
in activity was anticipated, and continued the pattern experienced
over the past year as overseas franchisees opened fewer stores and
reduced investment.
Total revenue was down to £9.1m
(2023: £13.9m) and gross profit was £4.8m (2023: £7.4m), with
adjusted operating profit at £1.0m (2023: £3.0m). Gross margin was
broadly maintained at 52% (2023: 53.%), helped by the actions taken
to adjust Global Accounts' resource base.
The lower-level of activity at
Global Accounts is expected to continue in the short to medium
term, and the current consulting resource reflects this. However,
we remain highly committed to assisting franchisees with their
support needs and responding to any new requirements.
The NexSys business, which
delivers and supports business-critical ERP solutions for
manufacturers and distributors in the UK, performed robustly, with
four new logos signed in the first half. The team trialled an
annual licence fee model, which was received well, and has
potential to contribute to future sales. The sales pipeline is very
healthy and we expect further deal closures in the second half.
NexSys will also benefit from software licence and maintenance and
support contract renewal that fall due in the fourth quarter of the
financial year. Renewals are expected to remain at their
traditional high levels.
Central Costs
Our decision in the prior period
to devolve more responsibility and accountability over resource
allocation to our Business Unit heads, has helped to reduce overall
costs. The unallocated Central Support costs, which include our PLC
costs, were £1.0m (2023: £1.2m).
The
Board and Staff
Today, we are pleased to announce
the appointment of Oliver Scott as Chairman. This follows Tom
Crawford's need to step down from his role as Executive Chairman
given the current health condition of a close family member. Tom
will remain on the K3 Board as a Non-executive Director and will
continue to be closely involved with strategic initiatives. Oliver
joined the Board in 2020 as a Non-executive Director and
representative of Kestrel Partners LLP ("Kestrel"), which is a
major shareholder in the Company.
As previously announced, Eric Dodd,
formerly Chief Financial Officer, has been appointed as Chief
Executive Officer while Lavinia Alderson, Group Corporate Finance
Director has been appointed as Chief Financial Officer. Lavinia
joined K3 in December 2020 and has significant commercial and
financial experience. She was previously Finance Director of
Concept Life Sciences, a leading scientific services group, and
before that Head of Finance UK Support & Governance at Cape
plc, the energy services company.
I would like to thank all our staff
for their continuing hard work and dedication over the
period.
Summary and Outlook
The Board has established a firm
financial platform for the Group and the leadership teams across
the units have clear objectives. While the trading environment
remains challenging, in particular at Global Accounts, where we
expect trading to remain subdued, we will continue to focus on the
opportunity to drive higher-margin, recurring revenues and maintain
good cash generation.
The second half of the financial
year is typically our stronger half, with significant cash inflows
from software licence and support and maintenance contract
renewals. Our priority is shareholder
value and the Group remains on track to perform in line with our
expectations for the current financial year.
Eric Dodd
Chief Executive Officer
K3 Business Technology Group
plc
Consolidated Income Statement
for the period ended 31 May
2024
|
Unaudited
6 months
to
31 May
|
Unaudited
6 months
to
31
May
|
Audited
12
months to
30
November
|
2024
£'000
|
2023
£'000
|
2023
£'000
|
Revenue
|
15,468
|
20,267
|
43,779
|
Cost of sales
|
(5,612)
|
(7,917)
|
(16,639)
|
Gross profit
|
9,856
|
12,350
|
27,140
|
Adjusted administrative expenses
|
(11,046)
|
(14,011)
|
(25,523)
|
Impairment losses on financial assets
|
(45)
|
(107)
|
(354)
|
Adjusted operating (loss)/
profit
|
(1,235)
|
(1,768)
|
1,263
|
Exceptional impairment
|
-
|
-
|
(2,070)
|
Exceptional reorganization
|
(1,248)
|
(374)
|
(2,129)
|
Exceptional acquisition/disposal related
credit/(costs)
|
(30)
|
-
|
406
|
Share-based payment credit/(charge)
|
-
|
(532)
|
1,126
|
|
|
|
|
Loss from operations
|
(2,513)
|
(2,674)
|
(1,404)
|
Finance expense
|
(245)
|
(266)
|
(417)
|
Loss before
taxation from
continuing operations
|
(2,758)
|
(2,940)
|
(1,821)
|
Tax expense
|
(163)
|
(245)
|
(564)
|
Loss after taxation from continuing operations
|
(2,921)
|
(3,185)
|
(2,385)
|
Profit after taxation from discontinued operations
|
-
|
317
|
-
|
Loss for
the
period/year
|
(2,921)
|
(2,868)
|
(2,385)
|
All the (loss)/profit for the year is attributable to equity shareholders
of the parent.
|
|
|
Unaudited
6 months
to
31 May
|
Unaudited
6 months
to
31
May
|
Audited
12
months to
30
November
|
2024
£'000
|
2023
£'000
|
2023
£'000
|
Loss per share
|
|
|
|
Basic and diluted
|
(6.6)p
|
(6.5)p
|
(5.4)p
|
Basic and undiluted from Continuing operations
|
(6.6)p
|
(7.2)p
|
(5.4)p
|
Consolidated Statement of
Comprehensive Income
|
|
|
for
the period ended 31 May 2024
|
|
|
Unaudited
6 months
to
31 May
|
Unaudited
6 months
to
31
May
|
Audited
12
months to
30
November
|
|
2024
£'000
|
2023
£'000
|
2023
£'000
|
Loss for
the
year
|
(2,921)
|
(2,868)
|
(2,385)
|
Other comprehensive
income
|
|
|
|
Exchange differences on translation of foreign operations
|
(72)
|
212
|
76
|
Other comprehensive income
|
(72)
|
212
|
76
|
Total comprehensive
expense for
the
year
|
(2,993)
|
(2,656)
|
(2,309)
|
Total comprehensive expense
is attributable
to equity
holders of
the parent.
|
All the other comprehensive income
will be
reclassified subsequently to profit or loss when specific conditions
are met.
None of
the items within other
comprehensive income/(expense) had a tax impact.
Consolidated Statement of Financial
Position
as
at 31 May 2024
|
|
Unaudited
as at
31 May
|
Unaudited
as
at
31
May
|
Audited
as at 30
November
|
|
|
2024
£'000
|
2023
£'000
|
2023
£'000
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant and equipment
|
|
1,125
|
1,866
|
1,323
|
Right-of-use assets
|
|
817
|
738
|
1,025
|
Goodwill
|
|
24,784
|
25,000
|
24,911
|
Other intangible assets
|
|
1,478
|
2,422
|
1,533
|
Deferred tax assets
|
|
169
|
890
|
77
|
Total non-current
assets
|
|
28,373
|
30,916
|
28,869
|
|
|
|
|
|
Current assets
|
|
|
|
|
Stock
|
|
259
|
489
|
276
|
Trade and other receivables
|
|
6,804
|
11,136
|
7,555
|
Forward currency contracts
|
|
-
|
110
|
-
|
Cash and short-term deposits
|
|
3,233
|
4,672
|
8,304
|
Total current
assets
|
|
10,296
|
16,407
|
16,135
|
Total assets
|
|
38,669
|
47,323
|
45,004
|
LIABILITIES
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Lease liabilities
|
|
45
|
33
|
37
|
Provisions
|
|
197
|
-
|
105
|
Deferred tax liabilities
|
|
169
|
1,079
|
91
|
Total non-current
liabilities
|
|
411
|
1,112
|
233
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
11,500
|
12,143
|
15,946
|
Current tax liabilities
|
|
423
|
300
|
285
|
Lease liabilities
|
|
797
|
769
|
947
|
Borrowings
|
|
1,255
|
1,768
|
12
|
Provisions
|
|
-
|
798
|
305
|
Total current
liabilities
|
|
13,975
|
15,778
|
17,495
|
Total liabilities
|
|
14,386
|
16,890
|
17,728
|
EQUITY
|
|
|
|
|
Share capital
|
|
11,183
|
11,183
|
11,183
|
Share premium account
|
|
31,451
|
31,451
|
31,451
|
Other reserves
|
|
11,151
|
11,151
|
11,151
|
Translation reserve
|
|
1,611
|
1,819
|
1,683
|
Accumulated losses
|
|
(31,113)
|
(25,171)
|
(28,192)
|
Total equity
attributable to equity
holders of the
parent
|
|
24,283
|
30,433
|
27,276
|
Total equity
and
liabilities
|
|
38,669
|
47,323
|
45,004
|
Consolidated Statement of Cash Flows
|
|
|
for the period ended 31 May 2024
|
|
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
as at 31
May
|
as at 31
May
|
as at 30
November
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
Cash flows
from operating
activities
|
|
|
|
|
Loss for the period
|
|
(2,921)
|
(2,868)
|
(2,385)
|
Adjustments for:
|
|
|
|
|
Finance expense
|
|
245
|
266
|
417
|
Tax expense
|
|
163
|
245
|
564
|
Depreciation of property, plant and equipment
|
|
179
|
344
|
552
|
Impairment of property, plant and
equipment
|
|
-
|
-
|
464
|
Depreciation of right-of-use
assets
|
|
174
|
440
|
591
|
Amortisation of intangible assets
and development expenditure
|
|
442
|
1,331
|
1,091
|
Impairment of intangible assets (including goodwill)
|
|
-
|
-
|
1,606
|
Loss on sale of property, plant and equipment
|
|
-
|
-
|
11
|
Share-based payments (credit)/charge
|
|
-
|
446
|
(969)
|
Net cash flow from provisions
|
|
(218)
|
(359)
|
(740)
|
Net cash flow from stock
|
|
17
|
-
|
208
|
Net cash flow from trade and other receivables
|
|
751
|
(1,669)
|
3,319
|
Net cash flow from trade and other payables
|
|
(4,597)
|
(843)
|
(1,104)
|
Cash generated
from operations
|
|
(5,765)
|
(2,667)
|
3,625
|
Income taxes paid
|
|
(50)
|
(150)
|
(82)
|
Net cash
from operating
activities
|
|
(5,815)
|
(2,817)
|
3,543
|
Cash flows
from investing
activities
|
|
|
|
|
Development expenditure capitalised
|
|
(348)
|
(352)
|
(734)
|
Acquisition of a subsidiary, net of cash acquired
|
|
-
|
-
|
(86)
|
Purchase of property, plant and equipment
|
|
(2)
|
(445)
|
(588)
|
Net cash
from investing
activities
|
|
(350)
|
(797)
|
(1,408)
|
Cash flows
from financing
activities
|
|
|
|
|
Proceeds from loans and borrowings
|
|
1,243
|
1,783
|
3,500
|
Repayment of loans and borrowings
|
|
-
|
-
|
(3,536)
|
Repayment of lease liabilities
|
|
(137)
|
(541)
|
(708)
|
Interest paid on lease liabilities
|
|
(45)
|
(84)
|
(126)
|
Finance expense paid
|
|
(23)
|
(30)
|
(163)
|
Net cash
from financing
activities
|
|
1,038
|
1,128
|
(1,033)
|
Net change
in
cash and
cash equivalents
|
|
(5,127)
|
(2,486)
|
1,102
|
Cash and cash equivalents at start of year
|
|
8,304
|
7,000
|
7,113
|
Exchange gain/(losses) on cash and cash equivalents
|
|
56
|
158
|
89
|
Cash and
cash equivalents
at
end
of
year
|
|
3,233
|
4,672
|
8,304
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Changes in Equity
for the period ended 31 May 2024
|
Share
capital
|
Share
premium
|
Other
reserves
|
Translation
reserve
|
Accumulated
losses
|
Total
equity
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
At 30 November 2021
|
11,183
|
31,451
|
11,151
|
1,538
|
(19,522)
|
35,801
|
Prior period
restatement
|
-
|
-
|
-
|
-
|
(1,879)
|
(1,879)
|
At 30 November 2021
-
Restated
|
11,183
|
31,451
|
11,151
|
1,538
|
(21,401)
|
33,922
|
Changes in equity
for
year ended
30 November
2022
Loss for the year
|
-
|
-
|
-
|
-
|
(4,188)
|
(4,188)
|
Other comprehensive income for the
year
|
-
|
-
|
-
|
69
|
-
|
69
|
Total comprehensive income/(expense)
|
-
|
-
|
-
|
69
|
(4,188)
|
(4,119)
|
Share-based payment
|
-
|
-
|
-
|
-
|
751
|
751
|
At 30 November 2022
-
Restated
|
11,183
|
31,451
|
11,151
|
1,607
|
(24,838)
|
30,554
|
Changes in equity
for
year ended
30 November
2023
Loss for the year
|
-
|
-
|
-
|
-
|
(2,385)
|
(2,385)
|
Other comprehensive income for the
year
|
-
|
-
|
-
|
76
|
-
|
76
|
Total comprehensive income/(expense)
|
-
|
-
|
-
|
76
|
(2,385)
|
(2,309)
|
Share-based payment
|
-
|
-
|
-
|
-
|
(969)
|
(969)
|
At 30 November 2023
|
11,183
|
31,451
|
11,151
|
1,683
|
(28,192)
|
27,276
|
|
|
|
|
|
|
|
Changes in equity for year ended 30 November
2023
Loss for the year
|
-
|
-
|
-
|
-
|
(2,921)
|
(2,921)
|
Other comprehensive income for the year
|
-
|
-
|
-
|
(72)
|
-
|
(72)
|
Total comprehensive income/(expense)
|
-
|
-
|
-
|
(72)
|
(2,921)
|
(2,993)
|
At
31 May 2024
|
11,183
|
31,451
|
11,151
|
1,611
|
(31,113)
|
24,283
|
1
Segment information
|
Six months
ended 31 May
2024
(unaudited)
|
|
|
|
|
|
|
|
K3 Products
|
Third-party
Solutions
|
Central
Costs
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
External revenue
|
|
6,391
|
9,077
|
-
|
15,468
|
Cost of sales
|
|
(1,286)
|
(4,326)
|
-
|
(5,612)
|
Gross profit
|
|
5,105
|
4,751
|
-
|
9,856
|
Gross margin
|
|
80%
|
52%
|
-
|
64%
|
Adjusted administrative expenses
|
|
(6,369)
|
(3,717)
|
(1,005)
|
(11,091)
|
Adjusted operating profit/(loss)
|
|
(1,264)
|
1,034
|
(1,005)
|
(1,235)
|
Exceptional impairment
|
|
-
|
-
|
-
|
-
|
Exceptional reorganisation costs
|
|
-
|
-
|
(1,248)
|
(1,248)
|
Acquisition/disposal
credit/(costs)
|
|
-
|
-
|
(30)
|
(30)
|
Share-based payment credit/(charge)
|
|
-
|
-
|
-
|
-
|
(Loss)/profit from operations
|
|
(1,264)
|
1,034
|
(2,283)
|
(2,513)
|
Finance expense
|
|
|
|
(245)
|
(245)
|
(Loss)/profit before tax and discontinued
operations
|
|
(1,264)
|
1,034
|
(2,528)
|
(2,758)
|
Tax expense
|
|
-
|
-
|
(163)
|
(163)
|
Profit/(loss) from discontinued operations
|
|
-
|
-
|
-
|
-
|
Loss for
the
year
|
|
(1,264)
|
1,034
|
(2,691)
|
(2,921)
|
|
Six months
ended 31 May 2023 (Restated)
(unaudited)
|
|
|
|
|
|
|
|
K3 Products
|
Third-party
Solutions
|
Central
Costs
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
External revenue
|
|
6,379
|
13,888
|
-
|
20,267
|
Cost of sales
|
|
(1,391)
|
(6,526)
|
-
|
(7,917)
|
Gross profit
|
|
4,988
|
7,362
|
-
|
12,350
|
Gross margin
|
|
78%
|
53%
|
-
|
61%
|
Adjusted administrative expenses
|
|
(8,462)
|
(4,406)
|
(1,250)
|
(14,118)
|
Adjusted operating
profit/(loss)
|
|
(3,474)
|
2,956
|
(1,250)
|
(1,768)
|
Exceptional impairment
|
|
-
|
-
|
-
|
-
|
Exceptional reorganisation costs
|
|
-
|
-
|
(374)
|
(374)
|
Acquisition/disposal
credit/(costs)
|
|
-
|
-
|
-
|
-
|
Share-based payment credit/(charge)
|
|
-
|
-
|
(532)
|
(532)
|
(Loss)/profit from
operations
|
|
(3,474)
|
2,956
|
(2,156)
|
(2,674)
|
Finance expense
|
|
-
|
-
|
(266)
|
(266)
|
(Loss)/profit before tax
and
discontinued operations
|
|
(3,474)
|
2,956
|
(2,422)
|
(2,940)
|
Tax expense
|
|
-
|
-
|
(245)
|
(245)
|
Profit from discontinued
operations
|
|
-
|
-
|
317
|
317
|
(Loss)/profit for
the
year
|
|
(3,474)
|
2,956
|
(2,350)
|
(2,868)
|
1
Segment information (continued)
|
Year
ended 30 November
2023
(audited)
|
|
|
|
|
|
|
|
K3 Products
|
Third-party
Solutions
|
Central
Costs
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
External revenue
|
|
13,085
|
30,694
|
-
|
43,779
|
Cost of sales
|
|
(2,728)
|
(13,911)
|
-
|
(16,639)
|
Gross profit
|
|
10,357
|
16,783
|
-
|
27,140
|
Gross margin
|
|
79.15%
|
54.68%
|
-
|
61.99%
|
Adjusted administrative expenses
|
|
(15,187)
|
(8,475)
|
(2,215)
|
(25,877)
|
Adjusted operating
profit/(loss)
|
|
(4,830)
|
8,308
|
(2,215)
|
1,263
|
Exceptional impairment
|
|
-
|
-
|
(2,070)
|
(2,070)
|
Exceptional reorganisation costs
|
|
-
|
-
|
(2,129)
|
(2,129)
|
Acquisition/disposal
credit/(costs)
|
|
-
|
-
|
406
|
406
|
Share-based payment credit/(charge)
|
|
-
|
-
|
1,126
|
1,126
|
(Loss)/profit from
operations
|
|
(4,830)
|
8,308
|
(4,882)
|
(1,404)
|
Finance expense
|
|
-
|
-
|
(417)
|
(417)
|
(Loss)/profit before
tax
and
discontinued operations
|
|
(4,830)
|
8,308
|
(5,299)
|
(1,821)
|
Tax expense
|
|
-
|
-
|
(564)
|
(564)
|
Profit/(loss) from discontinued
operations
|
|
-
|
-
|
-
|
-
|
(Loss)/profit for
the
year
|
|
(4,830)
|
8,308
|
(5,863)
|
(2,385)
|
2
General
information
K3 Business Technology Group Plc is
incorporated in England and Wales under the Companies Act (listed
on AIM, a market operated by the London Stock Exchange Plc) with
the registered number 2641001. The address of the registered office
is Baltimore House, 50 Kansas Avenue, Manchester M50
2GL.
The interim condensed consolidated
financial statements comprise the company and its subsidiaries,
"the Group".
Basis of preparation and
Going Concern
The financial information set out in
this Interim Report does not constitute statutory accounts as
defined in Section 434 of the Companies Act 2006. The Group's
statutory financial statements for the year ended 30 November 2023,
prepared in accordance with the international accounting standards
in conformity with the requirements of the Companies Act 2006, have
been filed with the Registrar of Companies. The auditor's report on
those financial statements was unqualified and did not contain a
statement under Section 498 (2) or (3) of the Companies Act 2006.
The interim financial information has been prepared in accordance
with the recognition and measurement principles of International
Financial Reporting Standards ("IFRS") and on the same basis and
using the same accounting policies as used in the financial
statements for the year ended 30 November 2023.
The financial information has not
been prepared (and is not required to be prepared) in accordance
with IAS 34. The accounting policies have been applied consistently
throughout the Group for the purposes of preparation of this
financial information.
The Interim Report has not been
audited or reviewed in accordance with the International Standard
on Review Engagement 2410 issued by the Auditing Practices
Board.
The Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. For these
reasons, they continue to adopt the going concern basis of
accounting in preparing this financial information.
3
Significant
events
As disclosed in our Annual Report
and Accounts for FY2023, in March 2024, the Group agreed an
extension to its Current Revolving Credit Facility with Barclays
for £2.75m until 31 March 2026.
4
(Loss)/earnings per
share
The calculations of (loss)/earnings
per share (EPS) are based on the profit/(loss) for the period and
the following numbers of shares:
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
as at 31
May
|
as at 31
May
|
as at 30
November
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
Denominator
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares
used in basic and diluted EPS
|
|
44,090,074
|
44,090,074
|
44,090,074
|
Certain employee options and
warrants have not been included in the calculation of diluted EPS
because their exercise is contingent on the satisfaction of certain
criteria that had not been met at the end of the
period/year.
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
as at 31
May
|
as at 31
May
|
as at 30
November
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Loss after tax from continuing
operations
|
|
(2,921)
|
(3,185)
|
(2,385)
|
Profit after tax from discontinued
operations
|
|
-
|
317
|
-
|
(Loss)/profit attributable to ordinary equity holders of the
parent for basic and diluted earnings per share
|
|
(2,921)
|
(2,868)
|
(2,385)
|
The alternative earnings per share
calculations have been computed because the directors consider that
they are useful to shareholders and investors. These are
based on the following profits/(losses) and the above number of
shares.
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
as at 31
May
|
as at 31
May
|
as at 30
November
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Loss after tax from continuing operations
|
|
(2,921)
|
(3,185)
|
(2,385)
|
Add back Other Items:
|
|
|
|
|
|
|
|
|
|
Exceptional reorganisation
costs
|
|
1,248
|
374
|
2,129
|
Exceptional impairment
costs
|
|
-
|
-
|
2,070
|
Acquisition/disposal related
(credit)/costs
|
|
30
|
-
|
(406)
|
Shared-based payment
charge
|
|
-
|
532
|
(1,126)
|
Tax (credit)/charge related to
Other Items
|
|
(243)
|
(112)
|
175
|
(Loss)/profit attributable to ordinary equity holders of the
parent for basic and diluted earnings per share from continuing
operations before other items
|
|
(1,886)
|
(2,391)
|
457
|
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
as at 31
May
|
as at 31
May
|
as at 30
November
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Loss per share
|
|
|
|
|
Basic and diluted loss per
share
|
|
(6.6)
|
(6.5)
|
(5.4)
|
Basic and diluted (loss)/profit per
share from continuing operations
|
|
(6.6)
|
(7.2)
|
(5.4)
|
|
|
|
|
|
Adjusted loss per share
|
|
|
|
|
Basic and diluted loss per share
from continuing operations before other items
|
|
(4.3)
|
(5.4)
|
1.0
|
5
Loans and
borrowings
|
|
Unaudited
as at
31 May
|
Unaudited
as
at
31
May
|
Audited
as at 30
November
|
|
|
2024
£'000
|
2023
£'000
|
2023
£'000
|
Current
|
|
|
|
|
Bank overdrafts (secured)
|
|
-
|
-
|
-
|
Bank loans (secured)
|
|
1,255
|
1,768
|
12
|
|
|
1,255
|
1,768
|
12
|
|
|
|
|
|
6
Non-statutory
information
The Group uses a variety of
alternative performance measures, which are non-IFRS, to assess the
performance of its operations. The Group considers these
performance measures to provide useful historical financial
information to help investors evaluate the underlying performance
of the business.
These measures, as described below,
are used to improve the comparability of information between
reporting periods and geographical units, to adjust for exceptional
items or to adjust for businesses identified as discontinued to
provide information on the ongoing activities of the Group. This
also reflects how the business is managed and measured on a
day-to-day basis.
1 Adjusted operating
profit/(loss) - is the profit/(loss) from continuing activities
adjusted to exclude exceptional impairment costs, exceptional
re-organisation cost and exceptional acquisition costs/(income) and
share-based payment charges/(credit).
2 Recurring revenue -
contracted support, maintenance and annual licences.
3 Adjusted
loss/earnings per share - basic profit /(loss) per share from
continuing operations adjusted to exclude exceptional impairment
costs, exceptional re-organisation costs and exceptional
acquisition costs/(income) and share-based payment
charges/
(credit), net of the related tax
charge.
4 Cash outflow -
calculated as the change in cash and cash equivalents balances
between two balance sheet dates.