28 March 2024
Tribe Technology
PLC
("Tribe Tech", the
"Company", or the
"Group")
Unaudited results for the
half year ended 31 December 2023
Tribe Technology PLC (AIM: TRYB), a
disruptive developer and manufacturer of autonomous mining
equipment, announces its unaudited half-year results for the six
months ended 31 December 2023 ("H1
2024" or the "period").
H1
2024 Operating Highlights
During the period the Company made
significant progress in the product development of the first
generation autonomous TTDS GC 700 drill rig for delivery to Major
Drilling Group International Inc ("Major Drilling") ("Rig 1"), continued manufacturing its
TTDS GC 700 drill rig ("Rig
2") for supply to Anglo American plc ("Anglo American"), and continued field
trials of its sample system product line.
Rig 1 Supply for First Customer Major
Drilling
1.
Progressed Rig 1 to final assembly and testing.
2.
Progressed software programming to enable core autonomous
functionality for factory testing.
Rig 2 Manufacturing Commenced for Second Customer Anglo
American
1. Fabrication of
key sub-assemblies and procurement of components for Rig 2
continued at Tribe Tech's production facility in Northern
Ireland.
2. Design and
manufacturing improvement opportunities identified during the
production of Rig 1 have been implemented to improve the
manufacturing cycle time as well as optimise the supply chain for
Rig 2.
Sample System
The Company has developed a novel
reverse circulation ("RC") sampling system for use with the TTDS GC
700 drill rig. This sample system consists of three main modules -
a cyclone, a sample splitter and a sample potting and handling
system - and has related patent applications. The Company has made
these modules available for sale individually or in combination for
use with third party drill rigs. The Company plans to conduct
additional technology trials with customers during the second
quarter of 2024.
The Company secured a trial and
customer demonstration site in December 2023, located at the
Australian Automation & Robotics Precinct ("AARP") in Perth, Western
Australia.
As announced by the Company in the
trading update on 28 December 2024, further field trials of the
sample potting and handling system, originally anticipated for late
2023, have been postponed to the second quarter of 2024. This is
expected to allow for customer feedback to be incorporated into the
final product design of the system.
Financial Highlights
· Trade and other
receivables at 31 December 2023 were £1.61m (30 June 2023:
£0.79m).
· Trade and other
payables at 31 December 2023 were £3.59m (30 June 2023: £3.65m)
including £2.12m of contract liabilities in relation to revenue
received in advance (30 June 2023: £1.85m).
· At the period-end,
net assets/(liabilities) were £1.10m (30 June 2023:
(£0.59m)).
· The loss for the
six-month period was £2.62m (loss in period to 31 December 2022:
£0.87m).
· Cash balance at 31
December 2023 was £3.25m (30 June 2023: £0.87m).
In line with the Company's
announcement on 28 December 2023, revenues during the period were
lower than anticipated primarily due to delays to the TTDS GC 700
drill rig and sample system trials. However, the Company expects to
recognise its first revenues in the second half of this financial
year.
During the period the Company
entered into a £3.0 million secured term loan facility agreement
with BPC UK Lending DAC, details of which were announced on 25
October 2023.
Intellectual Property Progress
The Company is progressively
building its intellectual property ("IP") portfolio which consists of
trademarks, know-how, trade secrets and patent applications. In
addition to the five patent applications filed by the Company in
June 2023, Tribe Tech has applied for an additional two patents
with the UK Patent Office related to drill rig technology with the
objective of further expanding and investing in the Company's IP
portfolio.
Post Period
· On 27 March 2024
the Company announced the completion of the Company's first TTDS GC
700 autonomous drill rig. The Company has issued a completion of
manufacturing invoice to the client, with revenue to be recognised
on the drill rig's arrival in Australia.
· Ancillary products
(remote command hub, Sample System, and spares & consumables)
to support the deployment of Rig 2 are being manufactured and sales
have been realised in quarter one 2024.
· In the first
quarter of 2024, the commercial team attended several international
mining trade shows such as PDAC (Toronto, Canada) and Indaba (Cape
Town, South Africa) where the Company has been promoting the TTDS
700GC and Sample Systems.
· A Joint
Development Agreement ("JDA") with Veracio Australia Pty Ltd
("Veracio"), a pioneering
technology company with a principal focus on orebody (mineral
resource) knowledge, was announced on 28 February 2024 which could
lead to new diversified opportunities in mining production related
drilling which is a larger market than exploration and resource
definition drilling.
Outlook
· Levels of
commercial interest for our core products remains strong. The
Company expects the deployment of Rig 1 in the field to provide
extensive proof points for the existing technology and generate
further customer interest.
· Revenue is
expected to be recognised in mid-2024 when Rig 1 arrives in
Australia at customer site.
· The JDA with
Veracio will commence investigation of integrating Tribe Tech's
sampling system with Veracio assay-at-the-rig technology. If the
technologies are successfully integrated this could open up
opportunities in the drill & blast market.
· We expect to
progress with further sales opportunities for our sample system
cyclone and splitter products during Q2 2024.
Chair and Chief Executive Officer's
Statement
"We are excited and encouraged with the progress made since
the trading update announced on 28 December 2023. Tribe Tech
continues to develop and manufacture its world first autonomous RC
drill rig. The first TTDS GC 700 completed factory manufacturing,
as announced on 27 March 2024, and is now undergoing factory
commissioning prior to shipment to Major Drilling in Western
Australia.
This is a very exciting time for the Company and the result of
almost five years of research and development efforts. The
learnings from this commissioning will provide invaluable data for
further improvements on drill rigs and beyond.
Our Sample System product line has also been undergoing
extensive field trials at the Australian Automation & Robotics
Precinct (AARP) in Perth, Western Australia. The AARP is a recent
initiative by Development WA, the state government's central
development agency and Tribe Tech is pleased and proud to be a
partner.
H1
2024 was a major achievement for Tribe Tech with the Company
successfully completing its IPO on 5 September 2023. The £4.6m
gross proceeds of the IPO and £3m of debt from Beach Point Capital
funded the Company's development and production during H1 2024. The
primary use of funds has been the continued development and
manufacture of our RC Drill Rigs and Sample System product
lines.
Furthermore, Tribe Tech has seen commercial interest from a
number of potential global customers, both drilling contractors and
mine operators.
Given the growing market interest for our products, and our
proprietary technical expertise, we see the future of Tribe Tech to
be one of growth and innovation.
The Company wishes to thank all of our partners, customers,
suppliers and investors for continued support to deliver the
world's first autonomous RC drill rig and continue 'Automating the
Toughest Tasks'."
Charlie King - Chief Executive Officer
Caroline Bault - Non-Executive Chair
For further information, please
visit www.tribetechgroup.com or
contact:
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Tribe Technology PLC
|
via
Tavistock
|
|
Charlie King, Chief Executive
Officer
Eric Hampel, Chief Financial
Officer
|
|
|
|
|
|
Allenby Capital Limited (Nominated Adviser and
Broker)
|
+44 20
3328 5656
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John Depasquale / Vivek Bhardwaj /
Lauren Wright (Corporate Finance)
Tony Quirke / Joscelin Pinnington
(Sales & Corporate Broking)
|
info@allenbycapital.com
|
|
|
|
|
Tavistock (Financial
PR)
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+44
20 7920 3150
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Rebecca Hislaire /
Saskia Sizen
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tribetech@tavistock.co.uk
|
About Tribe Tech
Established in 2019, the Group was
founded to create a safer, more efficient work environment through
the development of fully autonomous reverse circulation drill rigs
in the mining industry. The Group's core activities are the
development, in-house manufacturing, and sale of its autonomous RC
Drill Rigs incorporating its core proprietary intellectual
property, the Tribe Technology Drilling System ("TTDS").
Principal Activities
Tribe Tech continues to pursue its
mission create a safer, more efficient work environment in the
mining industry through the development of fully autonomous reverse
circulation drill rigs. The Group's core activities are the
development, in-house manufacturing, and sale of autonomous Tribe
Tech RC Drill Rigs incorporating its core proprietary IP, the Tribe
Tech Drilling System.
Tribe has two core product
lines:
· The TTDS GC 700 is
a drill rig used for mineral exploration and resource definition.
This product has been developed and is being produced in Tribe's
20,000 square foot leased facility in Northern Ireland.
· The second core
product line is the Tribe Tech Sample System which can be retrofit
on existing RC drill rigs and sold to major miners and drilling
contractors.
CONDENSED CONSOLIDATED STATEMENT OF
TOTAL COMPREHENSIVE INCOME
|
|
Note
|
|
Unaudited
Six months to
31 December 2023
£'000
|
|
Unaudited
Six months to
31 December 2022
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
|
|
-
|
|
17
|
|
Cost of sales
|
|
|
(179)
|
|
(154)
|
|
Gross loss
|
|
|
(179)
|
|
(137)
|
|
|
|
|
|
|
|
|
Other operating income
|
3
|
|
104
|
|
152
|
|
Administrative expenses
|
4
|
|
(2,584)
|
|
(1,114)
|
|
Operating loss
|
|
|
(2,659)
|
|
(1,099)
|
|
|
|
|
|
|
|
|
Finance income
|
5
|
|
18
|
|
-
|
|
Finance expense
|
6
|
|
(151)
|
|
(85)
|
|
Loss before taxation
|
|
|
(2,792)
|
|
(1,184)
|
|
Taxation
|
8
|
|
212
|
|
250
|
|
Loss for the period
|
|
|
(2,580)
|
|
(934)
|
|
|
|
|
|
|
|
|
Other comprehensive (loss)/income
|
|
|
|
|
|
|
Foreign currency
retranslation
|
|
|
(46)
|
|
65
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the period attributable to owners
of the parent
|
|
|
(2,626)
|
|
(869)
|
|
|
|
|
|
|
|
|
Loss per share from continuing
operations attributable to owners of the parent:
|
|
|
|
|
|
|
Basic and diluted loss per share
(£)
|
9
|
|
(0.02)
|
|
(0.01)
|
CONDENSED CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
|
|
|
|
Unaudited
31 December
2023
|
|
Unaudited
30 June
2023
|
|
|
Note
|
|
£'000
|
|
£'000
|
|
ASSETS
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Property, plant and
equipment
|
|
|
255
|
|
206
|
|
Intangible assets
|
|
|
70
|
|
28
|
|
Right-of-use asset
|
10
|
|
369
|
|
523
|
|
Lease receivable
|
10
|
|
30
|
|
-
|
|
Total non-current assets
|
|
|
724
|
|
757
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
|
2,358
|
|
1,688
|
|
Trade and other
receivables
|
|
|
1,608
|
|
795
|
|
Lease receivable
|
10
|
|
26
|
|
-
|
|
Cash and cash equivalents
|
|
|
3,259
|
|
879
|
|
Total current assets
|
|
|
7,251
|
|
3,362
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
7,975
|
|
4,119
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
11
|
|
1,843
|
|
1,921
|
|
Lease liabilities
|
10
|
|
177
|
|
209
|
|
Borrowings
|
12
|
|
112
|
|
220
|
|
Total current liabilities
|
|
|
2,132
|
|
2,350
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Borrowings
|
12
|
|
2,789
|
|
359
|
|
Lease liabilities
|
10
|
|
197
|
|
264
|
|
Other payables
|
11
|
|
1,755
|
|
1,737
|
|
Total non-current liabilities
|
|
|
4,741
|
|
2,360
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,873
|
|
4,710
|
|
|
|
|
|
|
|
|
Net
assets/(liabilities)
|
|
|
1,102
|
|
(591)
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Share capital
|
13
|
|
111
|
|
61
|
|
Share premium
|
13
|
|
6,269
|
|
-
|
|
Shares to be issued
|
14
|
|
-
|
|
2,081
|
|
Merger reserve
|
14
|
|
3,183
|
|
1,690
|
|
Share-based payment
reserve
|
14
|
|
85
|
|
4
|
|
Foreign exchange reserve
|
14
|
|
(118)
|
|
(72)
|
|
Accumulated losses
|
14
|
|
(8,428)
|
|
(4,355)
|
|
Total equity
|
|
|
1,102
|
|
(591)
|
CONDENSED CONSOLIDATED STATEMENT OF CASH
FLOWS
|
|
|
|
Unaudited
Six months to
31 December
2023
|
|
Unaudited
Six months to
31 December
2022
|
|
|
Note
|
|
£
|
|
£
|
|
Cash flow from operating activities
|
|
|
|
|
|
|
Loss before taxation from continuing
activities
|
|
|
(2,792)
|
|
(1,184)
|
|
Adjustments for
non-cash/non-operating items:
|
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
|
|
19
|
|
12
|
|
Amortisation of intangible
assets
|
|
|
8
|
|
4
|
|
Amortisation of right-of-use
assets
|
10
|
|
95
|
|
60
|
|
(Gain)/loss on disposal of
right-of-use assets
|
10
|
|
(9)
|
|
1
|
|
Shares issued in lieu of cash
settlement
|
|
|
174
|
|
-
|
|
Share-based payment
expense
|
14
|
|
81
|
|
-
|
|
Movement in provisions
|
|
|
18
|
|
-
|
|
Finance income
|
5
|
|
(18)
|
|
-
|
|
Finance expense
|
6
|
|
151
|
|
85
|
|
|
|
|
(2,273)
|
|
(1,022)
|
|
|
|
|
|
|
|
|
Increase in inventories
|
|
|
(670)
|
|
(606)
|
|
Increase in trade and other
receivables
|
|
|
(889)
|
|
(432)
|
|
(Decrease)/increase in trade and
other payables
|
|
|
(78)
|
|
712
|
|
Cash used in operations
|
|
|
(3,910)
|
|
(1,348)
|
|
R&D tax credits
received
|
|
|
287
|
|
250
|
|
Net
cash used in operating activities
|
|
|
(3,623)
|
|
(1,098)
|
|
|
|
|
|
|
|
|
Cash flow from investing activities
|
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
|
|
(67)
|
|
(17)
|
|
Purchase of intangible
assets
|
|
|
(50)
|
|
-
|
|
Interest received
|
|
|
18
|
|
-
|
|
Net
cash used in investing activities
|
|
|
(99)
|
|
(17)
|
|
|
|
|
|
|
|
|
Cash flow from financing activities
|
|
|
|
|
|
|
Principal paid on lease
liabilities
|
10
|
|
(94)
|
|
(88)
|
|
Interest paid on lease
liabilities
|
10
|
|
(17)
|
|
(28)
|
|
Rental income from
sublease
|
10
|
|
11
|
|
-
|
|
Issue of shares
|
|
|
4,433
|
|
-
|
|
Issue of shares in Tribe Technology
Group Ltd
|
|
|
-
|
|
1,336
|
|
Share issue costs
|
|
|
(369)
|
|
-
|
|
Repayment of borrowings
|
|
|
(558)
|
|
-
|
|
Proceeds from borrowings, net of
costs
|
|
|
2,880
|
|
506
|
|
Other interest paid
|
|
|
(134)
|
|
(57)
|
|
Net
cash generated from financing activities
|
|
|
6,152
|
|
1,669
|
|
|
|
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
|
2,430
|
|
554
|
|
Cash and cash equivalents at the
beginning of the period
|
|
|
879
|
|
232
|
|
Effect of foreign exchange
rates
|
|
|
(50)
|
|
60
|
|
Cash and cash equivalents at the end of the
period
|
|
|
3,259
|
|
846
|
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
1. Company information
Tribe Technology Plc (the "Company")
is a public limited company, limited by shares (not guarantee) and
is incorporated and domiciled in Northern Ireland. The address of
the registered office is 7b Enterprise Way, Mallusk, Belfast, BT36
4EW. The registered number of the Company is NI695862. The
consolidated interim financial statements consolidate those of the
Company and its subsidiaries.
2. Summary of significant accounting
policies
Basis of preparation
These condensed consolidated interim
financial statements include the results of the Company and its
subsidiaries ("the Group") for the six months ended 31 December
2023 and have not been audited. The comparative periods presented
have also not been audited due to these periods including the
consolidated financial statements of the Company and its
subsidiaries as a result of the share-for-share exchange, as
detailed below. These condensed consolidated interim financial
statements do not comprise statutory accounts within the meaning of
section 434 of the Companies Act 2006.
These condensed consolidated interim
financial statements have been prepared in accordance with AIM
rules and the recognition and measurement requirements of
UK-adopted International Accounting Standards ("IFRS"). The
condensed consolidated interim financial statements have been
prepared in accordance with the accounting policies that will be
applied in the Group's annual financial statements for the period
ending 30 June 2024.
The condensed consolidated interim
financial statements are presented in thousands of Pounds Sterling
("£'000"), which is the functional and presentational currency of
the Group.
On 20 June 2023, the Company entered
into a share-for-share agreement pursuant to which the Company
acquired 100% of the share capital of Tribe Technology Group
Limited in exchange for shares in the Company. This transaction was
considered a combination of entities under common control and falls
out of the scope of IFRS 3 'Business Combinations'. IFRS does not
specifically state how combinations of entities under common
control are accounted for. Therefore, in accordance with IAS 8
'Accounting Policies, Changes in Accounting Estimates and Errors',
the Directors have considered merger accounting principles, as set
out in FRS 102, The Financial Reporting Standard applicable in the
UK and Republic of Ireland. Under this method, the financial
statements of the parties to the combination are aggregated and
presented as though the combining entities had always been part of
the same group, therefore the consolidated interim financial
statements include the assets and liabilities of the Group as at 31
December 2023 and in the comparative period to 30 June 2023. The
opening consolidated statement of changes in equity as at 1 July
2022 includes the share capital of the Company and the reserves of
the combined Group. The investment by the Company in Tribe
Technology Group Limited is eliminated and the difference between
the fair value and nominal value of the shares was adjusted through
the merger reserve in the Group statement of financial position,
along with any existing share premium in Tribe Technology Group
Limited.
Basis of consolidation
The consolidated interim financial
statements consolidate the interim financial statements and the
results of the Company and its subsidiary undertakings Tribe
Technology Group Limited and Tribe Technology Group Pty Ltd,
made up to 31 December 2023.
Subsidiaries are entities over which
the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
Income, expenditure, unrealised gains and intra-Group balances
arising from transactions within the Group are
eliminated.
Going concern
The Group and Company do not yet
generate significant revenue however, the Group does have signed
contracts in place with customers guaranteeing a quantity of drill
rig sales over the next five years which will generate trading
revenues once the rigs have been delivered to external customers.
To secure its working capital position the Group undertook an IPO
on 5 September 2023, the proceeds from which will be applied
towards the production of its automated drill rigs. Subsequent to
the IPO the Group also secured an additional term debt facility of
£3.0 million to further extend its working capital. This facility
has covenants which periodically test Cash Balance, EBITDA, and
Revenue of the Company. The Directors have prepared trading and
cash flow forecasts for at least 12 months from the date of
approval of these financial statements. After reviewing these
forecasts and projections, the Directors continue to adopt the
going concern basis of accounting in the preparation of the
financial statements. The Directors note that as the Group's
products are in the development stage and have not yet completed
customer acceptance testing there remains a customer acceptance
risk, or should negative market conditions occur or projected sales
fail to materialise, or are delayed, there is a risk of the Group
breaching the term debt facility covenants which would lead to an
event of default or the Group needing to repay its debt facilities
in full.
The interim financial statements
have been prepared on a going concern basis and do not include the
adjustments that would be required should the going concern basis
of preparation no longer be appropriate.
3. Other operating income
|
|
Unaudited
Period ended 31
December
2023
|
|
Unaudited
Period ended 31
December
2022
|
|
|
£'000
|
|
£'000
|
|
Grants received
|
92
|
|
124
|
|
Other income
|
12
|
|
28
|
|
|
104
|
|
152
|
4. Expenses by nature
Operating loss is stated after
charging/(crediting):
|
|
Unaudited
Period ended 31
December
2023
|
|
Unaudited
Period ended 31
December
2022
|
|
|
£'000
|
|
£'000
|
|
Depreciation of property, plant and
equipment
|
19
|
|
12
|
|
Amortisation of intangible
assets
|
8
|
|
2
|
|
Amortisation of right-of-use
assets
|
94
|
|
61
|
|
(Gain)/loss on disposal of
right-of-use assets
|
(9)
|
|
2
|
|
Defined contribution pension
plan
|
84
|
|
38
|
5. Finance income
|
|
Unaudited
Period ended 31
December
2023
|
|
Unaudited
Period ended 31
December
2022
|
|
|
£'000
|
|
£'000
|
|
Interest received on finance
leases
|
2
|
|
-
|
|
Bank interest
|
16
|
|
-
|
|
Total finance income
|
18
|
|
-
|
6. Finance expense
|
|
Unaudited
Period ended 31
December
2023
|
|
Unaudited
Period ended 31
December
2022
|
|
|
£'000
|
|
£'000
|
|
Interest on bank loans &
overdrafts
|
134
|
|
57
|
|
Interest on lease
liabilities
|
17
|
|
28
|
|
Total finance expense
|
151
|
|
85
|
7. Segmental reporting
The
Chief Operating Decision Maker ("CODM") has been identified as the
Directors. The CODM reviews the Group's internal reporting in order
to assess performance and allocate resources. The CODM has
determined that there is one single operating segment, the
provision of drill rigs. Whilst the Group has two separate revenue
streams, in the UK and Australia, management considers its
principal activity is one single operating segment, with all
revenue streams and divisions of the Group having similar economic
characteristics.
8. Taxation
|
|
Unaudited
Period
ended
31 December
2023
|
|
Unaudited
Period
ended
31 December
2022
|
|
|
£'000
|
|
£'000
|
|
Analysis of credit in the period
|
|
|
|
|
Current tax loss for the
period
|
-
|
|
-
|
|
R&D tax credits
|
212
|
|
250
|
|
Total current tax
|
212
|
|
250
|
|
Deferred tax
|
|
|
|
|
Origination and reversal of timing
differences
|
-
|
|
-
|
|
Total deferred tax
|
-
|
|
-
|
|
Tax
credit per statement of comprehensive income
|
212
|
|
250
|
9. Loss per share
Basic and diluted loss per share
The calculation of basic and diluted
loss per share is based on the loss attributable to equity holders
divided by the weighted average number of shares in issue during
the period.
The loss incurred by the Group means
that the effect of any outstanding warrants and options would be
considered anti-dilutive and is ignored for the purposes of the
loss per share calculation.
The weighted average number of
ordinary shares has been adjusted in both periods presented for the
effect of the 600:1 share subdivision that took place in the period
to 31 December 2023.
|
|
Unaudited
|
|
Unaudited
|
|
|
Period
ended
31 December
2023
£'000
|
|
Period ended
31 December 2022
£'000
|
|
Loss for
the period from continuing activities
|
(2,626)
|
|
(869)
|
|
|
|
|
|
|
|
Period
ended
31 December
2023
No.
|
|
Period ended
31 December 2022
No.
|
|
Weighted
average number of ordinary shares
|
167,618,514
|
|
121,589,400
|
|
|
|
|
|
|
|
Period
ended
31 December
2023
|
|
Period ended
31 December 2022
|
|
Basic and
diluted loss per share (£)
|
(0.02)
|
|
(0.01)
|
10. Leases
The Group as a lessee
The
Group leases a number of assets in the
jurisdictions from which it operates in with all lease payments,
in-substance, fixed over the lease term. All expected future cash
out flows are reflected within the measurement of the lease
liabilities at each period end.
Right-of-use assets
|
Cost
|
Leasehold
property
£'000
|
|
Software assets
£'000
|
|
Equipment
£'000
|
|
Motor
vehicles
£'000
|
|
Total
£'000
|
|
At 1 July 2022
|
617
|
|
23
|
|
174
|
|
96
|
|
910
|
|
Additions
|
10
|
|
-
|
|
18
|
|
-
|
|
28
|
|
Disposals
|
-
|
|
-
|
|
(36)
|
|
(32)
|
|
(68)
|
|
FX
|
29
|
|
(2)
|
|
(1)
|
|
(1)
|
|
25
|
|
At 30 June 2023
|
656
|
|
21
|
|
155
|
|
63
|
|
895
|
|
Amortisation
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
154
|
|
4
|
|
24
|
|
8
|
|
190
|
|
Charge for the period
|
129
|
|
5
|
|
32
|
|
9
|
|
175
|
|
Disposals
|
-
|
|
-
|
|
(3)
|
|
(3)
|
|
(6)
|
|
FX
|
13
|
|
-
|
|
-
|
|
-
|
|
13
|
|
At 30 June 2023
|
296
|
|
9
|
|
53
|
|
14
|
|
372
|
|
Net
book amount
|
|
|
|
|
|
|
|
|
|
|
At 30 June 2023
|
360
|
|
12
|
|
102
|
|
49
|
|
523
|
|
Cost
|
Leasehold
property
£'000
|
|
Software assets
£'000
|
|
Equipment
£'000
|
|
Motor
vehicles
£'000
|
|
Total
£'000
|
|
At 1 July 2023
|
656
|
|
21
|
|
155
|
|
63
|
|
895
|
|
Additions
|
-
|
|
-
|
|
11
|
|
-
|
|
11
|
|
Disposals
|
(125)
|
|
-
|
|
-
|
|
-
|
|
(125)
|
|
FX
|
(31)
|
|
-
|
|
-
|
|
-
|
|
(31)
|
|
At 31 December 2023
|
500
|
|
21
|
|
166
|
|
63
|
|
750
|
|
Amortisation
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2023
|
296
|
|
9
|
|
53
|
|
14
|
|
372
|
|
Charge for the period
|
54
|
|
4
|
|
29
|
|
8
|
|
95
|
|
Disposals
|
(69)
|
|
-
|
|
-
|
|
-
|
|
(69)
|
|
FX
|
(17)
|
|
-
|
|
-
|
|
-
|
|
(17)
|
|
At 31 December 2023
|
264
|
|
13
|
|
82
|
|
22
|
|
381
|
|
Net
book amount
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
236
|
|
8
|
|
84
|
|
41
|
|
369
|
Lease liabilities
|
|
Leasehold
property
£'000
|
|
Software assets
£'000
|
|
Equipment
£'000
|
|
Motor
vehicles
£'000
|
|
Total
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2022
|
488
|
|
19
|
|
118
|
|
77
|
|
702
|
|
Additions
|
-
|
|
-
|
|
15
|
|
-
|
|
15
|
|
Remeasurement
|
(22)
|
|
-
|
|
-
|
|
-
|
|
(22)
|
|
Interest expense
|
33
|
|
2
|
|
10
|
|
7
|
|
52
|
|
FX
|
17
|
|
(2)
|
|
-
|
|
(2)
|
|
13
|
|
Lease payments (including
interest)
|
(152)
|
|
(11)
|
|
(55)
|
|
(14)
|
|
(232)
|
|
Disposals
|
-
|
|
-
|
|
(29)
|
|
(26)
|
|
(55)
|
|
At 30 June 2023
|
364
|
|
8
|
|
59
|
|
42
|
|
473
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 July 2023
|
364
|
|
8
|
|
59
|
|
42
|
|
473
|
|
Additions
|
-
|
|
-
|
|
11
|
|
-
|
|
11
|
|
Interest expense
|
11
|
|
1
|
|
3
|
|
2
|
|
17
|
|
FX
|
(16)
|
|
-
|
|
-
|
|
-
|
|
(16)
|
|
Lease payments (including
interest)
|
(75)
|
|
(5)
|
|
(26)
|
|
(5)
|
|
(111)
|
|
At 31 December 2023
|
284
|
|
4
|
|
47
|
|
39
|
|
374
|
Reconciliation of minimum lease payments and present
value
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Within 1 year
|
118
|
|
224
|
|
Later than 1 year and less than 5
years
|
291
|
|
300
|
|
After 5 years
|
-
|
|
-
|
|
Total including interest cash
flows
|
409
|
|
524
|
|
Less: interest cash
flows
|
(35)
|
|
(51)
|
|
Total principal cash
flows
|
374
|
|
473
|
Classification of current and non-current lease
liabilities
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Current
|
177
|
|
209
|
|
Non-current
|
197
|
|
264
|
|
Total
|
374
|
|
473
|
The Group as a lessor
The Group sublets a leased property
which is accounted for as a finance lease.
Lease receivable
|
|
Leasehold
property
£'000
|
|
At 1 July 2023
|
-
|
|
Additions
|
65
|
|
Interest income
|
2
|
|
Lease payments received
|
(13)
|
|
FX
|
2
|
|
At 31 December 2023
|
56
|
Reconciliation of minimum lease payments receivable and
present value
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Within 1 year
|
32
|
|
-
|
|
Later than 1 year and less than 5
years
|
29
|
|
-
|
|
After 5 years
|
-
|
|
-
|
|
Total including interest cash
flows
|
61
|
|
-
|
|
Less: interest cash
flows
|
(5)
|
|
-
|
|
Total principal cash
flows
|
56
|
|
-
|
11. Trade and other payables
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Amounts falling due within
one year:
|
|
|
|
|
Trade
payables
|
486
|
|
698
|
|
Social security and
other taxes
|
74
|
|
149
|
|
Contract
liabilities
|
1,075
|
|
800
|
|
Other
payables
|
208
|
|
274
|
|
|
1,843
|
|
1,921
|
|
|
|
|
|
|
Amounts falling due after one
year:
|
|
|
|
|
Contract
liabilities
|
1,054
|
|
1,054
|
|
Other
provisions
|
647
|
|
629
|
|
Deferred
tax
|
54
|
|
54
|
|
|
1,755
|
|
1,737
|
A provision has been made for an
amount of £647k (30 June 2023: £629k) by the Group resulting from
an onerous contract. This amount will be released over the
remainder of the contract in line with the accounting
policy.
Contract liabilities includes
deferred income relating to advance contract payments.
12. Borrowings
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Current:
|
|
|
|
|
Bank loans
|
112
|
|
220
|
|
|
|
|
|
|
Non-current:
|
|
|
|
|
Bank
loans
|
2,789
|
|
359
|
|
|
|
|
|
|
Total
borrowings
|
2,901
|
|
579
|
Bank loans include a facility
entered into in the period of which £3m was drawn down prior to the
period end, bearing interest of 13% per annum and repayable over 5
years, with payments of interest only for the first twelve months.
Transaction costs of £120k have been included. Amounts related to
this loan due less than one year total £96k with the remainder being repaid
post year end. A bank loan with a total principal amount of £500k,
partly drawn down in 2022 (£250k) and in 2023 (£250k), was repaid
in full in the period. The bank loans are secured by fixed and
floating charges over the Company's assets.
|
|
31
December 2023
|
|
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
Opening balance
|
579
|
|
1,180
|
|
Proceeds from bank loans
|
2,880
|
|
740
|
|
Interest expense
|
134
|
|
106
|
|
Repayment of bank
loans (including interest)
|
(692)
|
|
(1,447)
|
|
Closing
balance
|
2,901
|
|
579
|
13. Share capital
|
Allotted, called up and fully paid
|
31 December
2023
Number
|
|
30 June
2023
Number
|
|
Ordinary shares of £0.0005
each
|
221,947,771
|
|
116,587,800
|
|
A Ordinary shares of £0.0005
each
|
-
|
|
5,000,400
|
|
Deferred shares of £0.0001
each
|
-
|
|
7,334
|
|
Total share capital
|
221,947,771
|
|
121,595,534
|
The number of Ordinary and A
Ordinary shares at 30 June 2023 have been adjusted to reflect the
600:1 share subdivision that took place in the period to 31
December 2023.
During the period ended 31 December
2023, the A Ordinary shares were converted into Ordinary
shares.
Deferred shares entitle shareholders
to £0.01 in aggregate upon winding up the Company but carry no
voting rights. During the period ended 31 December 2023, the
deferred shares were cancelled.
|
Movement in ordinary shares
|
Number of
shares
|
|
Number of
shares
|
|
Share
capital
|
|
Share
premium
|
|
|
£0.30 ordinary
shares
|
|
£0.0005 ordinary
shares
|
|
£
|
|
£
|
|
At 01 July 2022
|
2
|
|
-
|
|
1
|
|
-
|
|
Issue of shares
|
202,647
|
|
-
|
|
60,794
|
|
-
|
|
Cancellation of shares
|
(2)
|
|
-
|
|
(1)
|
|
-
|
|
At 30 June 2023
|
202,647
|
|
-
|
|
60,794
|
|
-
|
|
Effect of 600:1 share
subdivision
|
(202,647)
|
|
121,588,200
|
|
-
|
|
-
|
|
Bonus issue of shares
|
-
|
|
28,411,801
|
|
14,206
|
|
-
|
|
Issue of shares - cash
|
-
|
|
71,947,770
|
|
35,974
|
|
6,638,429
|
|
|
-
|
|
221,947,771
|
|
110,974
|
|
6,638,429
|
|
Cost of share issue
|
-
|
|
-
|
|
-
|
|
(369,314)
|
|
At 31 December 2023
|
-
|
|
221,947,771
|
|
110,974
|
|
6,269,115
|
13. Reserves
Share capital
Share capital represents the nominal
value of shares that have been issued.
Share premium
Share premium represents any
premiums received on issue of share capital. Any transaction costs
associated with the issue of shares are deducted from share
premium.
Shares to be issued
Shares to be issued represents cash
received in advance of 26,018,710 shares being issued in relation
to advanced subscription agreements which are considered equity, as
the holders have no option to convert these back to cash. They were
settled on IPO of the Company at £0.08 per ordinary
share.
Merger reserve
On 20 June 2023, Tribe Technology
Plc acquired the 202,647 ordinary shares (100% of the share
capital) in Tribe Technology Group Limited, in return for the issue
of 202,647 ordinary shares with a nominal value of £0.3 each (refer
note 2). This transaction falls under section 612 of the
Companies Act and merger relief was applied.
On consolidation, the Company's
investment in Tribe Technology Group Limited is eliminated and the
difference between the fair value of the consideration and the
share capital and share premium of Tribe Technology Group Limited
is recognised in the merger reserve, resulting in a merger reserve
of £3,183,000.
Share-based payments reserve
Cumulative fair value of options
charged to the consolidated income statement net of transfers to
the profit or loss reserve on exercised and cancelled/lapsed
options.
Foreign exchange reserve
Exchange reserve represents the
differences arising on translation of foreign assets and
liabilities.
Accumulated losses
Accumulated losses relate to
cumulative net gains and losses less distributions made.
14. Share-based payments
Share options
Tribe Technology Group Limited
operated an equity-settled share-based remuneration scheme for
employees. These options were to lapse if the individual leaves
within 10 years from the date of grant if all vesting conditions
had not been met earlier. These options were superseded, and all
options were transferred into new options held by Tribe Technology
Plc as part of the share-for-share transaction that took place on
20 June 2023. The exercisable options held were transferred to
equivalent options.
The terms and conditions of the
grants outstanding as at 31 December 2023 are detailed
below:
|
Date of grant
|
No. of
options
|
Exercise
price £
|
Vesting
conditions
|
Contractual life of options
|
|
30 June
2023
|
3,206,560
|
0.0005
|
See
below*
|
10
years
|
*The options vest on the earlier of
2 years from the date of grant, or an exit event, such as a sale or
takeover.
The number of options and exercise
price above have been adjusted for the effect of a 600:1 share
subdivision.
The fair value of options granted
and outstanding were measured using the Black-Scholes model, with
the following inputs:
|
|
2023
|
|
Fair value at grant date
|
£0.101
|
|
Share price
|
£0.101
|
|
Exercise price
|
£0.005
|
|
Expected volatility
|
56.5%
|
|
Option life
|
2 years
|
|
Risk free interest rate
|
4.97%
|
Details of the number of share
options granted, exercised, lapsed and outstanding at the end of
each period as well as the weighted average exercise prices in £
("WAEP") are as follows:
|
|
31 December
2023
|
|
WAEP
|
|
30 June
2023
|
|
WAEP
|
|
Outstanding at beginning of
period
|
3,206,560
|
|
0.0005
|
|
-
|
|
-
|
|
Granted during the period
|
-
|
|
-
|
|
3,206,560
|
|
0.0005
|
|
Outstanding at year end
|
3,206,560
|
|
0.0005
|
|
3,206,560
|
|
0.0005
|
The number of share options and WAEP
have been adjusted in all periods presented for the effect of a
600:1 share subdivision which occurred during the
period.
As at 31 December 2023, the
remaining contractual life for the options outstanding is 9.47
years (30 June 2023: 9.98 years).
During the period, a share-based
payment expense of £81k (31 December 2022: £Nil) has been
recognised in the statement of comprehensive income.
15. Share-based payments
(continued)
Warrants
The Company grants warrants at its
discretion to certain investors.
On 20 June 2023, as part of the
share-for-share exchange, warrant holders agreed to cancel the
warrants in Tribe Technology Group Limited in consideration of the
issue by the Company of new warrants to subscribe for shares in the
Company.
The warrants granted in the period
ended 31 December 2023 have an exercise price of £0.07914 and may
be exercised at any time until 1 June 2026.
Details of the number of warrants
granted, exercised, lapsed and outstanding at the end of each
period as well as the WAEP in £ are as follows:
|
|
31 December
2023
|
|
WAEP
|
|
30 June
2023
|
|
WAEP
|
|
Outstanding at beginning of
period
|
4,478,229
|
|
0.07914
|
|
-
|
|
-
|
|
Granted during the period
|
-
|
|
-
|
|
4,478,229
|
|
0.07914
|
|
Outstanding at year end
|
4,478,229
|
|
0.07914
|
|
4,478,229
|
|
0.07914
|
The number of warrants and WAEP have
been adjusted in all periods presented for the effect of a 600:1
share subdivision which occurred during the period.
The remaining contractual life for
the warrants outstanding is 2.42 years (30 June 2023: 2.92
years).
16. Events after the reporting
period
There have been no significant
events since the end of the reporting period.
