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KBT K3 Business Technology Group Plc

103.50
0.00 (0.00%)
03 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
K3 Business Technology Group Plc LSE:KBT London Ordinary Share GB00B00P6061 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 103.50 102.00 105.00 103.50 103.50 103.50 12,553 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Fabricated Rubber Pds, Nec 43.78M 1.6M 0.0362 28.59 45.63M

K3 Business Technology Group PLC Interim Results (8647E)

09/07/2019 9:30am

UK Regulatory


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TIDMKBT

RNS Number : 8647E

K3 Business Technology Group PLC

09 July 2019

AIM: KBT

9 July 2019

K3 BUSINESS TECHNOLOGY GROUP PLC

("K3" or "the Group" or "the Company")

Provider of mission-critical software (owned and third party),

cloud solutions and managed services to the supply chain sector

Interim results

for the six months to 31 May 2019

KEY POINTS

Summary

 
      --   Continuing encouraging progress with the transformation programme 
            and own IP focus 
      --   H1 results affected by delayed contract completions, most 
            of which have now been signed 
      --   Balance sheet strengthened with net debt(1) down 33% to GBP5.7m 
            (31 May 2018: GBP8.5m) 
      --   Seasonal weighting towards H2 in earnings and cash flows will 
            be more pronounced than usual, as already highlighted 
      --   Confidence in achievement of full year expectations well underpinned 
            by: 
           -    early H2 order momentum 
           -    encouraging and high quality near term pipeline 
           -    H2 software licence and maintenance renewals 
 

Financial

 
      --   Total revenue was GBP38.2m (2018: GBP41.4m) 
           -    recurring income contributed 50.0% of the total at GBP19.2m 
                 (2018: GBP18.7m) 
      --   Gross profit decreased to GBP19.5m (2018: GBP21.6m), reflecting 
            the delayed contracts, which impacted services activity and 
            consequently services gross margin 
      --   Adjusted profit from operations(2) was GBP0.8m (2018: GBP1.7m) 
      --   Adjusted PBT(2) was GBP0.4m (2018: GBP1.2m)/ Reported LBT 
            of GBP1.0m (2018: loss of GBP0.5m) 
      --   Adjusted EPS(3) was 0.0p (2018: 1.4p)/ Basic loss per share 
            was 3.7p (2018: loss of 2.8p) 
      --   Net cash position expected by year end, supported by inflows 
            from annual contract renewals 
 

Operational

 
      --   Major focus is on increasing sales of K3 Intellectual Property 
            ("IP") 
      --   H1 investment in sales resource to support this initiative 
      --   New, cutting-edge solution set, 'K3 I imagine', has received 
            an encouraging response following its launch in Q4 2018 
           -    expect a meaningful contribution to revenue in FY19 
           -    has significant potential across the customer base 
           -    will drive margin and recurring revenue growth 
      --   'K3 I fashion' added three new customers although signings 
            were in late Q2 
           -    follow-on software licences orders are expected in H2 
           -    enhanced relationship with Microsoft 
           -    channel partner route-to-market opened in the UK 
      --   Global Accounts continued to progress well, with strong demand 
            in the Far East 
      --   SME-related activities performed steadily 
      --   Scope to extend Managed Services activities across the customer 
            base 
      --   Significant software licence and maintenance renewals to come 
            in H2; renewals typically at c. 98% 
 

Adalsteinn Valdimarsson, Chief Executive Officer of K3, commented:

"K3's transformation programme continues to make good progress, and while first half results are below the same period last year, the Group remains on track to meet market expectations for the full year and to show good year-on-year earnings progression.

"Delays to certain contract signings affected first half results, however we have now largely caught up on the outstanding delays, and the second half includes significant licence and maintenance contract renewals where renewal rates are very high - around 98%. The near-term pipeline also remains encouraging.

"Our growth strategy - based on selling more of our own IP - has the potential to drive earnings and recurring income significantly. 'K3 I imagine', our new, cutting-edge product, is especially exciting, and is relevant for both new and existing customers. We remain very positive about prospects."

Enquiries:

 
 K3 Business Technology   Adalsteinn Valdimarsson     T: 020 3178 6378 (today) 
  Group plc                (CEO) 
 www.k3btg.com            Robert Price (CFO)          Thereafter: 0161 876 
                                                       4498 
 finnCap Limited          Julian Blunt / James        T: 020 7220 0500 
                           Thompson 
 (Nominated Adviser and   Camille Gochez (Corporate 
  Broker)                  broking) 
 
 KTZ Communications       Katie Tzouliadis / Dan      T: 020 3178 6378 
                           Mahoney 
 

Notes:

 
 Note   Net debt is gross debt net of cash and cash equivalents. 
  1 
 Note   Calculated before amortisation of acquired intangibles of GBP1.2m 
  2      (2018: GBP1.3m), exceptional reorganisation costs of GBP0.3m 
         (2018: GBP0.7m), and share-based payment charge of GBP0.3m 
         (2018: GBP0.2m). 
 Note   Calculated before amortisation of acquired intangibles (net 
  3      of tax) of GBP1.0m (2018: GBP1.0m), exceptional reorganisation 
         costs (net of tax) of GBP0.2m (2018: GBP0.6m), and share-based 
         payment charge (net of tax) of GBP0.3m (2018: GBP0.2m). 
 

JOINT REPORT OF THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

Introduction

K3 continues to make encouraging progress with its transformation programme, and while first half results are below the same period last year, the Group remains on track to meet current market expectations for the year and to show good year-on-year earnings progression. This view takes into account the closure of three major new contracts and commitments at the end of the period, additional orders that have come through since then, as well as an encouraging near-term new business pipeline. It should also be noted that the Group's earnings are in any case seasonally weighted towards the second half, with a large number of annual software licence and maintenance contracts falling due in the period; renewals rates are very high.

As previously reported, the first half performance was affected by delays in certain contract signings, some of which related to Brexit. This meant that these large contracts closed later than expected, thereby reducing services utilisation and income. However, we have now largely caught up on the outstanding major Supply Chain contract closures and expect further software licence orders to come through from the new customer signings. Aside from these delays, all units performed in line with or above management expectations in the period.

A major focus this year is on developing sales of our new, cutting-edge, cloud-native product, 'K3 I imagine', which was launched at the end of the last financial year. 'K3 I imagine' and its platform and suite of applications form the cornerstone of our growth plans. The product has great potential across K3's existing extensive customer base as well for new customers, and we expect it to make a meaningful contribution to the Group's revenue in the second half, benefiting margin expansion and recurring income. We have strengthened our sales resource accordingly.

Financial Results

Revenue for the six months to 31 May 2019 decreased by 7.0% to GBP38.2m (2018: GBP41.4m). Recurring income, which comprises software maintenance renewals, support contracts, SaaS, and hosting & managed services, increased 2.6%, to GBP19.2m (2018: GBP18.7m) or 50.0% of total revenue in the period (2018: 45.2%).

Gross profit was 9.7% lower than the same period last year at GBP19.5m (2018: GBP21.6m). This principally reflected delayed contract signings, which severely impacted services activity and consequently utilisation and services gross margin. Services gross profit decreased by GBP1.4m to GBP2.7m in the period (2018: GBP4.1m) and gross margin reduced by 7.1 percentage points to 21.8% (2018: 27.9%). Similarly, software licence gross profit reduced by GBP0.5m to GBP3.4m (2018: GBP3.9m) and gross margin was 68.7% (2018: 71.7%).

Gross profit derived from our Intellectual Property ("IP") is a key metric for us since it generates the Group's highest margins, and own IP licence sales are at the core of our growth strategy. Our own IP contributed GBP6.3m or 32.5% to total gross profit (2018: GBP6.8m or 31.5%) in the period.

Administrative expenses reduced by 7.1% to GBP20.5m (2018: GBP22.1m) as a result of a continuing process of improving efficiencies and cost-saving initiatives.

Adjusted profit from operations was GBP0.8m (2018: GBP1.7m), mostly the result of reduced services gross margins.

After taking into account GBP0.3m of exceptional costs (2018: GBP0.7m), which related to the reorganisation programme, an amortisation charge of GBP1.2m for acquired intangibles (2018: GBP1.3m) and a share-based payment charge of GBP0.3m (2018: 0.2m), the loss from operations was GBP1.0m (2018: loss of GBP0.5m).

Finance expenses were GBP0.4m (2018: GBP0.5m), resulting in an adjusted profit before tax(*2) for the period of GBP0.4m (2018: adjusted profit before tax(*2) of GBP1.2m). The reported loss before tax for the period was GBP1.5m (2018: loss of GBP1.0m).

Adjusted earnings per share(*3) was 0.0p (2018: adjusted earnings per share(*3) of 1.4p). Basic loss per share was 3.0p (2018: basic loss per share 2.8p).

Balance sheet and cash flows

Net debt at 31 May 2019 stood at GBP5.7m (31 May 2018: GBP8.5m), a 33% reduction. We continue to focus on improving cash generation and this is being supported by better internal processes, improved deal and resource allocation evaluation, as well as incentivisation.

K3's cash flow is now following normal seasonality and, as previously indicated, the second half of the financial year will benefit from annual software licence and support renewals, which are heavily weighted towards this period, with SYSPRO renewal rates typically around 98%.

Capitalised development expenditure for the six months was GBP1.7m (2018: GBP1.0m), in line with the Group's refocused IP development roadmap, and 50% of expenditure was on the 'K3 I imagine' product.

Cash utilised in operating activities amounted to GBP3.0m (2018: GBP2.9m), and reflects a more normal annual seasonality to cash generation.

Depreciation was similar to the prior six months at GBP0.4m (2018: GBP0.5m) and amortisation GBP2.6m (2018: GBP2.4m).

The Group's current banking facilities are due for renewal in October 2019. This process is at an advanced stage and we expect the renewal to be successfully concluded in the second half, with terms agreed through to March 2021.

Dividend

As in prior years, the Board expects to propose only a final (and total) dividend for the financial year. This is anticipated to show a year-on year uplift in line with the Board's confidence in K3's future prospects.

Overview of Performance

A key area of focus for the Company is increasing sales from our own IP. 'K3 I imagine', our class-leading platform and solution sets have very exciting potential to drive own IP sales. This is in addition to our more established add-on solutions for Microsoft Dynamics, 'K3 I fashion' and 'K3 I pebblestone' and our ERP agnostic integration platform 'K3 I dataswitch'. These products have been sold to around 500 customers both direct and through our global partner channel.

The 'K3Iimagine' platform and applications are provided on a Platform-as-a-Service ("PaaS") and Software-as-a-Solution ("SaaS") basis. The technology can be deployed agnostically via cloud or via our 'K3 I Cloud' Infrastructure-as-a-Service unit ("IaaS"). We have developed solutions for multiple business processes, including inventory management, Point of Sale ("POS"), pricing & promotion, tax compliance, and bespoke customer solutions, and believe that the ease with which our technology can be integrated and the innovation it supports makes our offering an attractive option for businesses across the supply chain sector.

As well as selling to new customers, 'K3 I imagine' is relevant to our existing installed base of approximately 3,700 customers. We see opportunities to deepen our engagement with customers that use our existing ERP and POS solutions. Almost half of the Group's customer base deploys a K3 authored/supported POS solutions, with many customers using legacy systems. In addition, well over 40% of the total base are ERP customers using SYSPRO, Microsoft or Sage products. The 'K3 I imagine' Retail Suite provides a ready upgrade for POS customers, and over time, we intend to broaden the offering to enhance our overall proposition across the broader customer base.

We are also working on extending our Managed Services and IaaS offerings, including 'K3 I Cloud', across the customer base.

During the first half, we significantly expanded the sales team in order to support these and other initiatives. The early response to the launch of 'K3 I imagine' has been encouraging, with a pilot now in place with a major food and beverage group and our Mobile Goods Flow solution in use in a number of Inter IKEA Concept franchisee stores.

'K3 I fashion' added three more customers in the period, with Brexit causing some disruption. We expect two of these newly-signed customers to ramp-up software licence orders over the remainder of 2019.

In line with the market shift to subscription, customers are tending to purchase software licences in line with their roll-out plans on Microsoft Dynamics 365F&O subscription deployment, and we are seeing a new pattern emerging whereby newly-contracted customers initially purchase a small number of software licences, subsequently stepping up licence order further down the project timeline. This differs from previous large upfront purchases under the traditional model.

Our relationship with Microsoft continues to be very strong, especially in relation to 'K3 I fashion', which is increasingly viewed as a market-leading product for the fashion industry. Our close engagement with Microsoft helps both direct sales and indirect sales through channel partners. In the period, we launched a channel partner model in the UK for 'K3 I fashion', which has extended our IP footprint. A high profile Microsoft Dynamics 365F&O implementation for Fortnum & Mason also went live in the period.

The Global Accounts operation saw good growth and the new office in Kuala Lumpur is working well, and will support continuing growth in the Far East. We have commenced global resource pooling of Dynamics resource especially to facilitate Global Accounts growth.

The Group's SME-related activities performed steadily across all of our supply chain verticals and we are especially pleased at progress within Sage and Managed Services activities.

Outlook

We believe the initiatives put in place during the last two years will continue to underpin K3's performance and growth prospects. We will also look for additional opportunities to increase operational efficiency.

The second half of the financial year has started well, with three 'K3 I fashion' deals expected to close. We are encouraged by customer reaction to 'K3 I imagine' and expect the offering to contribute meaningfully to the Group's results during this financial year. The wider new business pipeline, including for 'K3 I fashion' and Global Accounts remains strong and we expect services utilisation to show a marked improvement in the second half following recent deal closures.

K3's seasonal weighting of cash flows and profitability towards the second half of the financial year will be more exaggerated this year mainly due to anticipated growth in services gross margins. More broadly, we believe that K3 is well-positioned to make further progress with its transformation strategy and we view our growth prospects with confidence.

 
 Stuart Darling   Adalsteinn Valdimarsson 
 Chairman         Chief Executive Officer 
 

9 July 2019

Operational Review

Overview

The Group's results for the six months to 31 May 2019, together with comparatives for the same period in 2018, are summarised in the table below.

 
 Six months to 31            Revenue (GBPm)     Gross profit     Gross margin     Adj. profit 
  May                                              (GBPm)                            (GBPm) 
                               2019     2018     2019    2018     2019    2018    2019    2018 
 Supply chain solutions 
  & managed services(*4)       30.1     32.4     13.2    14.8    43.8%   45.7%     2.2     2.2 
 Own IP(*5)                     8.1      9.0      6.3     6.8    78.0%   75.9%     1.9     2.5 
 Support costs                             -                -                -   (3.3)   (3.0) 
-------------------------  --------  -------  -------  ------  -------  ------  ------  ------ 
 Total                         38.2     41.4     19.5    21.6    51.1%   52.2%     0.8     1.7 
-------------------------  --------  -------  -------  ------  -------  ------  ------  ------ 
 
 

Own IP revenues includes initial and annual software licences and those revenues which flow directly from K3 IP.

 
                                                           2019       2018 
 Gross margin                                             51.1%      52.2% 
 Recurring revenue                                     GBP19.2m   GBP18.7m 
 Recurring revenue as a percentage of total revenue       50.2%      45.2% 
 Own IP gross profit as a percentage of total gross 
  profit                                                  32.2%      31.5% 
 

Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

The increase in recurring revenues reflected growth in Managed Services and 'K3 I imagine'. The increase in the revenue mix of recurring revenue was driven by growth in recurring revenue and decline in services activity. Own IP revenue was down to GBP8.1m (2018: GBP9.0m).

Supply Chain Solutions & Managed Services

K3's business solutions and managed services are tailored to the requirements of the supply chain industry, including retailers, manufacturers and distributors. The Group's core offering is based on the Microsoft Dynamics suite of software, SYSPRO, and Sage solutions.

 
 Six months to 31 May     Revenue (GBPm)     Gross profit     Gross margin 
                                                (GBPm) 
                            2019     2018     2019    2018     2019    2018 
 Software licences           3.2      3.1      1.8     1.7    56.0%   54.8% 
 Services                   11.9     14.0      2.3     3.7    19.0%   26.7% 
 Recurring                  14.1     14.1      8.8     9.1    62.3%   64.7% 
 Hardware and other          0.9      1.2      0.3     0.3    38.2%   20.6% 
----------------------  --------  -------  -------  ------  -------  ------ 
 Total                      30.1     32.4     13.2    14.8    43.8%   45.7% 
----------------------  --------  -------  -------  ------  -------  ------ 
 

Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

 
                                                       2019    2018 
 Adjusted profit/(loss) from operations(*4) (GBPm)      2.2     2.2 
 Recurring revenue as % of total revenues             46.8%   43.4% 
 

Software licenses revenue grew slightly to GBP3.2m (2018: 3.1m) and gross margin improved to 56.0% (2018: 54.8%). Services revenues were down, the result of delays in the closure of new Microsoft Dynamics deals, and this also resulted in lower services utilisation, with services gross margin decreasing to 19.0% (2018: 26.7%). Several major contracts closed towards the end of H1, including Regatta, the UK-based outdoor clothing supplier, and CreditSafe, the credit agency. We had a notable success with the 'go live' of the Fortnum & Mason Microsoft Dynamics365F&O project, which is a high profile implementation. We also opened up the selling of 'K3 I fashion' in the UK to channel partners in order to expand our IP footprint. We expect services gross margin to increase in the second half as the deals signed at the end of the first half flow into chargeable project work and as we support new 'K3 I fashion' channel partners in the UK. Recurring revenues remained stable on 2018. Gross profit was GBP13.2m (2018: GBP14.8m) driven by the services chargeability. Gross margin on hardware increased as a result of the start of a group sourcing initiative.

Global Accounts, which includes our relationship with Inter IKEA Systems B.V. (the owner and franchisor of the IKEA concept) and the Inter IKEA Concept franchisees, continued to grow. This reflected the ongoing expansion of the IKEA franchisee network into new geographies and the increased activity mainly contributed to services income. The Kuala Lumpur office opened in the second half of 2018, and we have added further resource. Encouragingly, the office generated earlier levels of chargeability than expected. Our initiative to start to increase own IP sales in Global Accounts is bearing fruit, with further sales of 'K3 I dataswitch' and first sales of 'K3 I imagine' warehouse solutions. There is also still more opportunity to deepen relationships within the IKEA ecosystem.

Own IP

K3's IP portfolio comprises two parts, first, K3-authored software that enriches our established third party offerings, specifically Microsoft, SYSPRO and Sage technology. For example, our 'K3 l fashion' and 'K3 I Pebblestone' products are both based on Microsoft Dynamics's Enterprise Resource Planning ("ERP") solutions, and are enriched by K3 IP to suit the needs of specific industry segments. Secondly, we provide solely-authored, stand-alone solutions. These include DdD Point of Sales, Dataswitch, and 'K3 I imagine'. These products can be sold with our other solutions or individually.

 
                        Revenue (GBPm)     Gross profit     Gross margin 
                                              (GBPm) 
                          2019     2018     2019    2018     2019    2018 
 
 Software licences         1.8      2.4      1.6     2.2    91.5%   94.0% 
 Services                  0.5      0.8      0.4     0.4    83.8%   49.7% 
 Recurring                 5.1      4.6      4.0     3.7    78.0%   79.0% 
 Hardware and other        0.7      1.2      0.3     0.5    39.6%   44.1% 
                      --------  -------  -------  ------  -------  ------ 
 Total                     8.1      9.0      6.3     6.8    78.0%   75.9% 
                      --------  -------  -------  ------  -------  ------ 
 

Recurring revenue comprises software maintenance renewals, support contracts, and hosting & managed services.

 
                                                2019    2018 
 Adjusted profit from operations(*5) (GBPm)      1.9     2.5 
 Recurring revenue as % of total revenues      62.8%   51.8% 
 

While recurring revenues from own IP increased to GBP5.1m (2018: GBP4.6m), which reflected the growth of our stand-alone agnostics IP solutions including 'K3 I dataswitch', DdD and 'K3 I imagine', total revenue from own IP reduced to GBP8.1m (2018: GBP9.0m). Revenues from software licence sales decreased to GBP1.8m (2018: GBP2.4m) with delays to expected deals and follow-on orders as highlighted above. As mentioned, three new customers for 'K3 I fashion' were added in the first half, including Regatta and we expect licence revenue to increase as further orders as roll-outs proceed. The number of customers expanded by 12% in H1 and the pipeline is good and of a high quality. Gross profit trends in software mirrored the revenue due to high margins. Services gross margins increased to revenue from our integrations team.

We expect recurring revenue to continue to grow as we commercialise 'K3 I imagine'. This will also benefit sales of 'K3 I dataswitch', our integration product. 'K3 I imagine' revenue in H1 was GBP0.3m (2018: nil).

Support Costs

Support costs(*6) include the global costs of the Group's finance, IT, legal and human resource functions, as well as Board and PLC costs. There was a net increase in cost in the period, which arose from investment in IT security only partially set off by further internal efficiencies.

 
 (*1)   Group adjusted profit/(loss) from operations is calculated before 
         amortisation of acquired intangibles of GBP1.2m (2018: GBP1.3m), 
         exceptional reorganisation costs of GBP0.3m (2018: GBP0.7m), and 
         share-based payment charge of GBP0.3m (2018: GBP0.2m). 
 (*2)   Group adjusted profit/(loss) before tax is calculated before amortisation 
         of acquired intangibles of GBP1.2m (2018: GBP1.3m), exceptional 
         reorganisation costs of GBP0.3m (2018: GBP0.7m), and share-based 
         payment charge of GBP0.3m (2018: GBP0.2m). 
 (*3)   Group adjusted earnings/(loss) per share is calculated before amortisation 
         of acquired intangibles (net of tax) of GBP1.0m (2018: GBP1.0m), 
         exceptional reorganisation costs (net of tax) of GBP0.2m (2018: 
         GBP0.6m), and share-based payment charge (net of tax) of GBP0.3m 
         (2018: GBP0.2m). 
 (*4)   Supply chain solutions and managed services adjusted profit/(loss) 
         from operations is calculated before amortisation of acquired intangibles 
         of GBP0.7m (2018: GBP0.7m) and exceptional reorganisation costs 
         of GBP0.1m (2018: GBP0.4m). 
 (*5)   Own IP adjusted profit from operations is calculated before amortisation 
         of acquired intangibles of GBP0.5m (2018: GBP0.5m) and exceptional 
         reorganisation costs of GBP0.2m (2018: GBP0.2m). 
 (*6)   Support costs are calculated before exceptional reorganisation 
         costs of GBPnil (2018: GBP0.1m) and share-based payment charge 
         of GBP0.3m (2018: GBP0.2m). 
 

K3 BUSINESS TECHNOLOGY GROUP PLC

CONSOLIDATED INCOME STATEMENT

For the six months ended 31 May 2019

 
                                                     Unaudited     Unaudited        Audited 
                                                    Six months    Six months      12 months 
                                                     to 31 May     to 31 May             to 
                                           Notes          2019          2018    30 November 
                                                                                       2018 
                                                       GBP'000       GBP'000        GBP'000 
 
 Revenue                                                38,212        41,407         83,335 
 Cost of sales                                        (18,697)      (19,789)       (39,446) 
--------------------------------------  --------  ------------  ------------  ------------- 
 Gross profit                                           19,515        21,618         43,889 
 Administrative expenses                              (20,554)      (22,127)       (43,205) 
 
 
   Adjusted profit/(loss) from 
   operations                                              824         1,668          4,649 
 Amortisation of acquired intangibles                  (1,238)       (1,263)        (2,507) 
 Acquisition costs                                                       (7)              - 
 Exceptional reorganisation 
  costs                                     2            (287)         (738)        (1,355) 
 Share-based payment charge                              (338)         (169)          (103) 
--------------------------------------  --------  ------------  ------------  ------------- 
 
 Profit /(Loss) from operations                        (1,039)         (509)            684 
 Finance expense                                         (411)         (506)          (667) 
--------------------------------------  --------  ------------  ------------  ------------- 
 Loss before taxation                                  (1,450)       (1,015)             17 
 Tax (expense)/credit                       3            (118)         (175)          (505) 
--------------------------------------  --------  ------------  ------------  ------------- 
 Loss for the period                                   (1,568)       (1,190)          (488) 
--------------------------------------  --------  ------------  ------------  ------------- 
 
 
 
 

All of the loss for the period is attributable to equity holders of the parent.

 
 (Loss) per share    4 
 Basic                   (3.0)p   (2.8)p   (1.1)p 
 
 Diluted                 (3.0)p   (2.8)p   (1.1)p 
 

K3 BUSINESS TECHNOLOGY GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six months ended 31 May 2019

 
                                           Unaudited     Unaudited        Audited 
                                          Six months    Six months      12 months 
                                           to 31 May     to 31 May             to 
                                                2019          2018    30 November 
                                                                             2018 
                                             GBP'000       GBP'000        GBP'000 
 
 Loss for the period                         (1,568)       (1,190)          (488) 
--------------------------------------  ------------  ------------  ------------- 
 Other comprehensive income 
 Exchange differences on translation 
  of foreign operations                          121          (10)            300 
 
   Other comprehensive income, net of 
   tax                                           121          (10)            300 
  Total comprehensive expense for the 
   period                                    (1,447)       (1,200)          (188) 
--------------------------------------  ------------  ------------  ------------- 
 

All of the total comprehensive expense for the period is attributable to equity holders of the parent. All of the other comprehensive (expense)/income will be reclassified subsequently to profit or loss when specific conditions are met. None of the items within other comprehensive (expense)/income had a tax impact.

K3 BUSINESS TECHNOLOGY GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 May 2019

 
                                    Notes   Unaudited   Unaudited        Audited As 
                                             As at 31       As at    at 30 November 
                                             May 2019      31 May              2018 
                                                             2018 
                                              GBP'000     GBP'000           GBP'000 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                  2,237       2,292             2,326 
 Goodwill                                      51,086      50,973            51,187 
 Other intangible assets                       17,175      19,031            18,184 
 Deferred tax assets                            1,304       1,277             1,307 
 Available-for-sale investments                    98          98                98 
 Total non-current assets                      71,900      73,671            73,102 
--------------------------------  -------  ----------  ----------  ---------------- 
 Current assets 
 Trade and other receivables                   26,427      33,642            27,006 
 Cash and cash equivalents                      5,065       1,905            16,914 
 Total current assets                          31,492      35,547            33,920 
--------------------------------  -------  ----------  ----------  ---------------- 
 Total assets                                 103,392     109,218           107,022 
--------------------------------  -------  ----------  ----------  ---------------- 
  LIABILITIES 
 Non-current liabilities 
 Long-term borrowings                   5          13      10,355                15 
 Deferred tax liabilities                       1,592       2,275             1,814 
 Total non-current liabilities                  1,605      12,630             1,829 
--------------------------------  -------  ----------  ----------  ---------------- 
 Current liabilities 
 Trade and other payables               6      24,122      27,889            28,428 
 Current tax liabilities                           61           -               279 
 Short-term borrowings                  5      10,780          59             7,517 
--------------------------------  -------  ----------  ----------  ---------------- 
 Total current liabilities                     34,963      27,948            36,224 
--------------------------------  -------  ----------  ----------  ---------------- 
 Total liabilities                             36,568      40,578            38,053 
--------------------------------  -------  ----------  ----------  ---------------- 
  EQUITY 
 Share capital                                 10,737      10,737            10,737 
 Share premium account                         28,897      28,897            28,897 
 Other reserves                                10,448      10,448            10,448 
 Translation reserve                            2,365       2,176             2,486 
 Retained earnings                             14,377      16,382            16,401 
--------------------------------  -------  ----------  ----------  ---------------- 
 Total equity attributable to 
  equity holders of the parent                 66,824      68,640            68,969 
--------------------------------  -------  ----------  ----------  ---------------- 
 Total equity and liabilities                 103,392     109,218           107,022 
--------------------------------  -------  ----------  ----------  ---------------- 
 

K3 BUSINESS TECHNOLOGY GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

For the six months ended 31 May 2019

 
                                                        Unaudited     Unaudited        Audited 
                                                       Six months    Six months      12 months 
                                                        to 31 May     to 31 May             to 
                                              Notes          2019          2018    30 November 
                                                                                          2018 
                                                          GBP'000       GBP'000        GBP'000 
 Cash flows from operating activities 
 Loss for the period                                      (1,568)       (1,190)          (488) 
 Adjustments for: 
 Share based payments charge                                  338           169            103 
 Depreciation of property, plant 
  and equipment                                               412           450            885 
 Amortisation of intangible assets 
  and development expenditure                               2,631         2,481          5,091 
 Loss on sales of property, plant 
  and equipment                                                                             22 
 Finance expense                                              441           506            667 
 Tax expense                                                (146)           175            505 
 (Increase)/decrease in trade 
  and other receivables                                     (328)       (3,248)          2,697 
 Decrease in trade and other payables                     (4,576)       (1,749)          (853) 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Cash (utilised in)/generated 
  from operations                              7          (2,796)       (2,406)          8,629 
 Finance expense paid                                       (182)         (391)          (662) 
 Income taxes received/(paid)                                (54)         (133)          (151) 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Net cash (utilised in)/generated 
  from operating activities                               (3,032)       (2,930)          7,816 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Cash flows from investing activities 
 Development expenditure capitalised                      (1,688)         (990)        (2,627) 
 Purchase of property, plant and 
  equipment                                                 (313)         (223)          (748) 
 Net cash absorbed by investing 
  activities                                              (2,001)       (1,213)        (3,375) 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Cash flows from financing activities 
 Proceeds from long-term borrowings                         3,250         4,146          1,204 
 Payment of finance lease liabilities                        (30)          (29)           (58) 
 Dividends paid                                                               -          (601) 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Net cash generated from financing 
  activities                                                3,220         4,117            545 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Net change in cash and cash equivalents                  (1,813)          (26)          4,986 
 Cash and cash equivalents at 
  start of period                                           6,914         1,941          1,941 
 Exchange gains on cash and cash 
  equivalents                                                (36)          (10)           (13) 
-----------------------------------------  --------  ------------  ------------  ------------- 
 Cash and cash equivalents at 
  end of period                                             5,065         1,905          6,914 
-----------------------------------------  --------  ------------  ------------  ------------- 
 

K3 BUSINESS TECHNOLOGY GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six months ended 31 May 2019

 
                                 Share      Share      Other   Translation    Retained     Total 
                               capital    premium    reserve       reserve    earnings    equity 
                               GBP'000    GBP'000    GBP'000       GBP'000     GBP'000   GBP'000 
 At 1 December 2017             10,737     28,897     10,448         2,186      17,389    69,657 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Changes in equity 
  for six months ended 
  31 May 2018 
 Profit for the period               -          -          -             -     (1,190)   (1,190) 
 Other comprehensive 
  income for the period              -          -          -          (10)           -      (10) 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Total comprehensive 
  income                             -          -          -          (10)     (1,190)   (1,200) 
 Share-based payment 
  credit                             -          -          -             -         169       169 
 Movement in own shares 
  held                               -          -          -             -          14        14 
 Dividends to equity 
  holders 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 At 31 May 2018                 10,737     28,897     10,448         2,176      16,382    68,640 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Changes in equity 
  for six months ended 
  30 November 2018 
 Loss for the period                 -          -          -             -         702       702 
 Other comprehensive 
  income for the period              -          -          -           310           -       310 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Total comprehensive 
  income                             -          -          -           310         702      1012 
 Share-based payment 
  credit                             -          -          -             -        (66)      (66) 
 Warrants exercised                  -          -          -             -           -         - 
 Conversion of shareholder 
  loan to equity                     -          -          -             -           -         - 
 Issue of new shares                 -          -          -             -           -         - 
 Movement in own shares 
  held                               -          -          -             -        (16)      (16) 
 Dividends to equity 
  holders                            -          -          -             -       (601)     (601) 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 At 30 November 2018            10,737     28,897     10,448         2,486      16,401    68,969 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Changes in equity 
  for six months ended 
  31 May 2019 
 Loss for the period                 -          -          -             -     (1,568)   (1,568) 
 IFRS adjustments                    -          -          -             -       (794)     (794) 
 Other comprehensive 
  income for the period                         -          -         (121)           -     (121) 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 Total comprehensive 
  income                                        -          -         (121)     (2,362)   (2,483) 
 Share-based payment 
  credit                                        -          -             -         338       338 
 Movement in own shares 
  held                               -          -          -             -           -         - 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 At 31 May 2019                 10,737     28,897     10,448         2,365      14,377    66,824 
---------------------------  ---------  ---------  ---------  ------------  ----------  -------- 
 

K3 BUSINESS TECHNOLOGY GROUP PLC

NOTES TO THE UNAUDITED INTERIM STATEMENT

   1.            Basis of preparation 

The consolidated interim financial information has been prepared in accordance with the accounting policies that are expected to be adopted in the Group's full financial statements for the year ending 30 November 2019 which are not expected to be significantly different to those set out in Note 1 of the Group's audited financial statements for the 12 month period ended 30 November 2018. These are based on the recognition and measurement principles of IFRS in issue as adopted by the European Union (EU) and are effective at 30 November 2019 or are expected to be adopted and effective at 30 November 2019. 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 financial information in this statement relating to the six months ended 31 May 2019 and the six months ended 31 May 2018 has neither been audited nor reviewed pursuant to guidance issued by the Auditing Practices Board. The financial information for the 12 month period ended 30 November 2018 does not constitute the full statutory accounts for that period. The Annual Report and Financial Statements for the 12 month period ended 30 November 2018 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statement for the 12 month period ended 30 November 2018 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.

IFRS 15 'Revenue from Contracts with Customers' is mandatory for the Group from 1 December 2018. The Group has completed an assessment of the impact of IFRS15. The complexities of IFRS 15 required a detailed analysis of the Group's performance obligations under each significant contract in order to assess whether they are distinct and to determine the point in time, or period over which, it is appropriate to recognise revenue. This also included determining whether customers had a right to use or a right to access the software. Some contracts required revenue to be recognised differently under IFRS 15 than under the preceding IFRS and which included the following considerations:

 
 --   Software licences where there are significant customisation 
       and installation obligations 
 --   Customer rights under multi-year deals 
 --   Customer rights under hosted services 
 --   Bundled software and support services 
 

The Group has taken the decision to apply the cumulative effect method as of the date of initial application with no restatement of comparatives. The cumulative effect of applying the standard has been recorded as an adjustment to the opening balance of equity (retained earnings) at the date of 1st December 2018. The adjustment to opening retained earnings with a debit to retained reserves of GBP0.8m and a credit to accrued income of GBP0.8m. The adjustment relates to subscription-based cloud hosted software solutions which had been recognised previously at a point in time which is now recognised over time. The impact on the financial results for the 6 months to 31 May 2019 is a credit to revenue and debit to Trade and Other Receivables for GBP0.2m.

IFRS 9 'Financial instruments' is mandatory for the Group from 1 December 2018. The standard replaces IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 sets out a new forward looking 'expected credit loss (ECL)' model which replaces the incurred loss model in IAS 39 and applies to, amongst other financial assets and liabilities, trade receivables. Unlike IAS 39, entities will be required to consider forward looking information when measuring ECL. Therefore, a credit event (or impairment 'trigger') no longer has to occur before credit losses are recognised. Therefore, the provision for impairment of trade receivables will take account of the forward looking information. The Group has developed its model for calculating the ECL and the adoption of this standard has not materially impacted the result from the previous standard.

IFRS16 "Leases" is will be applicable to the Group from 1 December 2019 and the Group is in the process of assessing the impact of its adoption. The Group is not yet in a position to quantify the impact of IFRS16 on the Group's reported results or financial position.

   2.            Loss from operations 

During the six month period to 31 May 2019, reorganisation costs of GBP0.3m have been incurred, most of which are redundancy costs. During the six month period to 31 May 2018, reorganisation costs of GBP0.7m were incurred relating to the reorganisation programme to create more unified, streamlined operations and a reduced cost base.

   3.            Tax expense 
 
                                            Unaudited     Unaudited        Audited 
                                           Six months    Six months      12 months 
                                            to 31 May     to 31 May             to 
                                                 2019          2018    30 November 
                                                                              2018 
                                              GBP'000       GBP'000        GBP'000 
 Current tax expense/(credit) 
 UK corporation tax and income 
  tax of overseas operations on 
  profits/(losses) for the period                 336           183            472 
 Adjustment in respect of prior 
  periods                                           -           230            745 
---------------------------------------  ------------  ------------  ------------- 
 Total current tax expense/(credit)               336           413          1,217 
---------------------------------------  ------------  ------------  ------------- 
 Deferred tax income 
 Origination and reversal of temporary 
  differences                                   (218)         (238)          (629) 
 Effect of change in rate of deferred 
  tax                                               -             -           (83) 
---------------------------------------  ------------  ------------  ------------- 
 Total deferred tax income                      (218)         (238)          (712) 
---------------------------------------  ------------  ------------  ------------- 
 Total tax expense/(credit)                       118           175            505 
---------------------------------------  ------------  ------------  ------------- 
 
   4.            (Loss)/earnings per share 

The calculations of (loss)/earnings per share are based on the (loss)/profit for the financial period and the following numbers of shares:

 
                                         Unaudited     Unaudited     Audited 12 
                                        Six months    Six months      months to 
                                         to 31 May     to 31 May    30 November 
                                              2019          2018           2018 
                                         Number of     Number of      Number of 
                                            Shares        Shares         Shares 
 Weighted average number of shares: 
 For basic earnings per share           42,871,302    42,871,302     42,871,000 
 Effects of employee share options               -             -              - 
  and warrants 
------------------------------------  ------------  ------------  ------------- 
 For diluted earnings per share         42,871,302    42,871,302     42,871,000 
------------------------------------  ------------  ------------  ------------- 
 

Adjusted 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 and the above number of shares:

 
                                      Unaudited six months                    Unaudited six months 
                                         to 31 May 2019                    to 31 May 2018 
                                Earnings   Per share   Per share   Earnings   Per share        Per 
                                              amount      amount                 amount      share 
                                               Basic     Diluted                  Basic     amount 
                                                                                           Diluted 
                                 GBP'000           p           P    GBP'000           p          P 
 (Loss)/earnings per 
  share (eps)                    (1,568)       (3.7)       (3.7)    (1,190)       (2.8)      (2.8) 
 Amortisation of intangibles 
  (net of tax)                     1,003         2.3         2.3      1,023         2.4        2.4 
 Acquisition costs (net 
  of tax)                                                                 7           -          - 
 Exceptional reorganisation 
  costs 
  (net of tax)                       233         0.5         0.5        598         1.4        1.4 
 Release of contingent 
  consideration 
  (net of tax)                                                            -           -          - 
 Share-based payment 
  charge (net of tax)                338         0.8         0.8        169         0.4        0.4 
-----------------------------  ---------  ----------  ----------  ---------  ----------  --------- 
 Adjusted eps                          6         0.0         0.0        607         1.4        1.4 
-----------------------------  ---------  ----------  ----------  ---------  ----------  --------- 
 
 
                                               Audited 12 months 
                                      to 30 November 2018 
                                Earnings   Per share   Per share 
                                              amount      amount 
                                               Basic     Diluted 
                                 GBP'000           p           P 
 (Loss)/earnings per 
  shares (eps)                     (488)       (1.1)       (1.1) 
 Amortisation of intangibles 
  (net of tax)                     1,952         4.6         4.6 
 Acquisition costs (net                -           -           - 
  of tax) 
 Exceptional reorganisation 
  costs 
  (net of tax)                     1,355         3.2         3.2 
 Exceptional impairment 
  charge                               -           -           - 
  (net of tax) 
 Release of contingent 
  consideration                        -           -           - 
  (net of tax) 
 Share-based payment 
  charge (net of tax)                103         0.1         0.1 
-----------------------------  ---------  ----------  ---------- 
 Adjusted (l)/eps                  2,922         6.8         6.8 
-----------------------------  ---------  ----------  ---------- 
 
   5.            Loans and borrowings 
 
                            Unaudited   Unaudited     Audited 
                             As at 31       As at    As at 30 
                             May 2019      31 May    November 
                                             2018        2018 
                              GBP'000     GBP'000     GBP'000 
 Non-current 
 Bank loans (secured)               -      10,339           - 
 Finance lease creditors           13          16          15 
                                   13      10,355          15 
-------------------------  ----------  ----------  ---------- 
 
   Current 
 Finance lease creditors            4          59          32 
 Bank Loans (secured)          10,776           -       7,485 
-------------------------  ----------  ----------  ---------- 
                               10,780          59       7,517 
-------------------------  ----------  ----------  ---------- 
 
   Total borrowings            10,793      10,414       7,532 
-------------------------  ----------  ----------  ---------- 
 
   6.            Trade and other payables 
 
                                           Unaudited   Unaudited        Audited As 
                                            As at 31       As at    at 30 November 
                                            May 2019      31 May              2018 
                                                            2018 
                                             GBP'000                       GBP'000 
 Trade payables                                4,579       5,084             5,163 
 Other payables                                1,031         504               903 
 Accruals                                      5,239       7,341             6,945 
----------------------------------------  ----------  ----------  ---------------- 
 Total financial liabilities, excluding 
  loans and borrowings, classified 
  as financial liabilities measured 
  at amortised cost                           10,849      12,929            13,011 
 Other tax and social security taxes           2,739       2,494             4,897 
 Deferred revenue                             10,534      12,466            10,520 
----------------------------------------  ----------  ----------  ---------------- 
                                              24,122      27,889            28,428 
----------------------------------------  ----------  ----------  ---------------- 
 
   7.    Notes to the cash flow statement 

Cash generated from operations is stated after exceptional reorganisation costs and acquisition costs. The adjusted cash generated from operations has been computed because the directors consider it more useful to shareholders and investors in assessing the underlying operating cash flow of the Group. The adjusted cash generated from operations is calculated as follows:

 
                                            Unaudited     Unaudited        Audited 
                                           Six months    Six months      12 months 
                                            to 31 May     to 31 May             to 
                                                 2019          2018    30 November 
                                                                              2018 
                                              GBP'000       GBP'000        GBP'000 
 
 Cash (utilised in)/generated from 
  operating activities                        (2,796)       (2,406)          8,629 
 Add: 
 Exceptional reorganisation costs                 287           738          1,355 
 Acquisition costs                                                7              - 
 Adjusted (utilised in)/cash generated 
  from operations                             (2,509)       (1,661)          9,984 
                                         ------------  ------------  ------------- 
 

8. The above information is being sent to shareholders and is available from the Company's website, www.k3btg.com, and from its registered office: Baltimore House, 50 Kansas Avenue, Manchester M50 2GL.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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