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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Maestrano Group Plc | LSE:MNO | London | Ordinary Share | GB00BYZQM590 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 12.50 | 12.00 | 13.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMMNO
RNS Number : 4628D
Maestrano Group PLC
19 February 2020
19 February 2020
Maestrano Group PLC ("Maestrano" or the "Company" or the "Group")
Interim Accounts and Trading Update
Maestrano Group PLC (AIM: MNO), the Artificial Intelligence platform for transport corridor analytics, announces unaudited results for the six months ending 31 December 2019.
Hot Features
Premium
GBP 000's Six months to Six months to % Change % Change
December 2018 December 2019 constant currency
Total revenue 444 319 -28% -27%
Cost of sales 158 103 -35% -34%
Total expenses 1,958 934 -53% -52%
Other income 376 339 - 9% -6%
EBITDA -1,296 -380 71% 57%
*Constant currency reflects the results had the underlying transactional currencies, (i.e. USD, AUD and GBP) remained constant across the full financial year.
Key Financial Highlights
-- Total revenue down 28% in reported currency and 27% at constant currency. This decline reflects the ending of the contract with a major US bank. Revenue contribution from the Airsight acquisition commenced 1 November 2019.
-- Total expenses decreased by 53% (52% at constant currency) as the Company decreased headcount and other overheads following the ending of the contract with a major US bank.
-- Underlying EBITDA before unusual one-off items was a loss of GBP380K, a 71% improvement driven by the changes in resources noted above.
-- Cash balance at 31/12/19 was GBP1,947,940, Net Assets GBP2,955,869.
Review of operations by the Chief Executive Officer
31 December 2019
Maestrano Group Plc ("the Group") provided a Master Data Management Platform that enabled medium to large enterprises to offer a differentiated service to their SMB customers, and until November 2019 had generated the majority of our revenue from one large US bank customer. That contract ended during the half year ended 31 December 2019, and accordingly no further revenue will be generated.
After evaluating other acquisition opportunities, the Company decided to acquire Airsight Holdings Pty and following a shareholder vote subsequently completed the acquisition on 31 October 2019. The Group now offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport and infrastructure sectors, employing sophisticated artificial intelligence algorithms.
Overview of results
We have been able to make good progress throughout the subsequent period integrating operations and preparing a new operating model. The Company achieved a significant new contract in November 2019, and also was able to announce two further major contracts wins immediately following the end of the period to end 31 December 2019.
Revenue for the half year comprised the final revenues emanating from the major US bank customers together with the first two months of revenues contribute from the Airsight businesses:
Six Months Six Months
to to
31 December 31 December
2019 2018 Change
GBP '000 GBP '000
Enterprise implementation 196 405 -52%
Enterprise subscriber 4 39 -91%
Airsight revenues (November & December
only) 119 0
Total Revenue 319 444 -28%
Underlying EBITDA for the period was a loss of GBP0.30 million.
Ongoing operations
The Company now operates from offices in Newcastle, New South Wales in Australia, has staff in the UK, and currently has customers in Australia, New Zealand, Japan and other Asian countries. The company has reduced headcount and expenses to conserve cash and is investing in a renewed growth strategy following the Airsight acquisition. As of 31 December 2019, the Company had cash and receivables totalling GBP2.07m.
Outlook
The Company has spent significant time integrating operations and preparing for future opportunities and is now looking forward to progressing these in 2020 and beyond. Although the Company is not currently generating revenues from its banking, accounting and distribution verticals, it is looking at a number of options to rebuild its activities in these segments. In addition, the Airsight business gives the Company new technologies and new markets in infrastructure and transportation. The staff are energised by the progress currently being made and the prospects for growth in the future.
_________________________
Andrew Pearson
Chief Executive Officer
19 February 2020
Maestrano Group plc
Review of operations by the Audit Committee Chair
31 December 2019
As noted above this period has been focused on integrating the acquired business and preparing an operating model for ongoing operations.
A summary of the Group's results are as follows:
Six Months Six Months
to to
31 December 31 December
2019 2018 Change
GBP '000 GBP '000
Enterprise implementation 196 405 -52%
Enterprise subscriber 4 39 -91%
Airsight (from 1 November) 119 0
Total Revenue 319 444 -28%
Direct Cost of sale 103 158 -35%
Gross Margin 216 286 -24%
Employee expenses 445 1,399 -68%
Occupancy expenses 107 118 -9%
Professional Fees 286 290 -1%
Other operational expenses 96 151 -36%
Total expenses 934 1,958 -53%
Other income 338 370 -9%
Interest income 1 6 -91%
EBITDA (earnings before interest
expenses, taxation, depreciation
and amortisation adjusted for other
one-off items (380) (1,296) 71%
Depreciation 4 7 -43%
Finance Costs 1 0
Other non-operating costs 0
Loss before income tax expenses (385) (1,303) 70%
Income tax 0
Loss after income tax expense (385) (1,303) 70%
Revenue
Total revenue for the period decreased by 28% to GBP0.32 million. The reduction of revenue following completion of implementation projects has been compensated by revenue from activities by Airsight Holdings for the two months since acquisition.
Operating expenses
Overall operating, restructuring, and acquisition expenses decreased by GBP1.03 million compared to the previous corresponding period ("pcp") primarily as a result of decreases in staff costs and property rent. Staff expenses decreased GBP0.95 million to GBP0.45 million as the Group reduced its Maestrano staffing and offset by the inclusion of Airsight staff from November 2019.
Other income derived from government research and development grants received in the period decreased slightly to GBP0.34 million compared to GBP0.37 million in the pcp. This income is primarily received in the first-half of each financial year.
Underlying EBITDA for the period was a loss of GBP0.30 million due to the reduced costs noted above.
Finance and other non-operating expenditure were immaterial for the period.
The loss after tax for the period was GBP0.38 million an improvement of 71% compared to pcp.
Balance sheet, cash and working capital
The Group balance sheet remained strong with cash resources of GBP1.95 million as at 31 December 2019. Cash outflow from operating activities was GBP0.27 million.
The operating cash flow was negatively impacted by the trading for the period as well as a decrease in Maestrano liabilities (payment of Trade and other payables).
Underlying basis of EBITDA
The Group manages its operations by looking at the underlying EBITDA which excludes the impact of a number of one-off and non-cash items as this, in the Board's opinion, provides a more representative measure of the Group's performance. A reconciliation between the reported loss before tax and underlying EBITDA is included at note 6 to the financial statements.
Jonathan Macleod
Chair of Board Audit Committee
19 February 2020
Maestrano Group plc
Consolidated statements of profit and loss and other comprehensive income
For the period ended 31 December 2019
Audited
Unaudited six months year
ended
ended 31 December 30 June
Note 2019 2018 2019
GBP GBP GBP
Revenue from contracts with
customers 4 199,475 444,046 905,400
Airsight (from 1 November) 119,292 -
Total Revenue 318,767 444,046 905,400
Direct Cost of sale (102,669) (158,030) (376,637)
Gross Margin 216,099 286,017 528,763
Employee expenses (445,375) (1,398,655) (2,510,810)
Occupancy expenses (107,090) (118,485) (235,721)
Professional Fees (285,979) (290,057) (534,768)
Other operational expenses (96,068) (150,788) (346,765)
Total expenses (934,513) (1,957,985) (3,628,064)
Other income 5 337,798 370,190 413,649
Interest income 553 5,656 29,286
Underlying EBITDA (earnings
before interest expenses, taxation,
depreciation and amortisation
adjusted for other one-off
items (380,063) (1,296,122) (2,656,366)
Depreciation (4,016) (6,544) (35,056)
Finance Costs (564) 0 0
Other non-operating costs 0 0 0
Loss before income tax expenses (384,643) (1,302,666) (2,691,422)
Income tax 0 0
Loss after income tax expense
for the period (384,643) (1,302,666) (2,691,422)
Other comprehensive income
Items that may be reclassified
subsequently to profit or loss
Foreign currency translation (13,659) (12,723) (11,668)
Total comprehensive income
for the period (398,302) (1,315,389) (2,703,090)
========== ============ ============
Loss for the period attributable
to:
Non-controlling interest 0 0
Owners of Maestrano Group plc (384,643) (1,302,666) (2,679,754)
(384,643) (1,302,666) (2,679,754)
========== ============ ============
Total comprehensive income
for the period is attributable
to:
Non-controlling interest 0 0 0
Owners of Maestrano Group plc (398,302) (1,315,389) (2,691,422)
(398,302) (1,315,389) (2,691,422)
========== ============ ============
Basic earnings per share (pence
per share) 15 (0.26) (1.63) (3.35)
Diluted earnings per share
(pence per share) 15 (0.26) (1.63) (3.35)
The above consolidated statements of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes
Maestrano Group plc
Consolidated balance sheet as at 31 December 2019
Unaudited Audited
December 31 June 30
Note 2019 2018 2019
Assets GBP GBP GBP
Non-current assets
Intangibles 1,049,272 8,496 0
Lease Assets 202,538
Property, plant & equipment 49,600 33,589 12,961
Total non-current assets 1,301,411 42,085 12,961
------------ ------------ ------------
Current assets
Trade and other receivables 7 116,974 172,964 492,785
Contract assets 0 134,841 0
Other 8 47,589 144,310 61,873
Cash and cash equivalents 1,947,940 3,764,770 2,247,201
Total current assets 2,112,503 4,216,885 2,801,859
------------ ------------ ------------
Total Assets 3,413,913 4,258,970 2,814,820
------------ ------------ ------------
Liabilities
Current liabilities
Trade and other payables 9 101,873 300,163 259,336
Contract liabilities 3,797 0
Lease Liabilities 202,538
Borrowings 31,059 0 0
Employee benefits 122,574 82,134 65,275
Income Tax 0 0
Total current liabilities 458,045 386,094 324,611
------------ ------------ ------------
Net assets/(liabilities) 2,955,869 3,872,876 2,490,209
------------ ------------ ------------
Equity
Share Capital 1,460,853 800,403 800,403
Share premium account 7,781,194 7,583,057 7,583,057
Other reserves 10 2,156,240 2,170,102 2,164,523
Accumulated losses (8,442,418) (6,680,686) (8,057,774)
Equity/(deficiency) attributable
to the owners of Maestrano
Group plc 2,955,869 3,872,876 2,490,209
Non-controlling interest 0 0 0
Total equity/(deficiency) 2,955,869 3,872,876 2,490,207
============ ============ ============
The above consolidated balance sheet should be read in conjunction with the accompanying notes
The interim financial statements of Maestrano Group plc (company number 1109701 (England and Wales)) were approved by the Board of Directors and authorised for issue on 19 February 2020. They were signed on its behalf by:
Ian Buddery Jonathan Macleod
Chairman Director
19 February 2020
Maestrano Group plc
Consolidated statements of changes in equity
For the period ended 31 December 2019
Share Share Other Accumulated Non Total
Unaudited six months ended Capital premium reserves Losses Controlling deficiency
31 December 2018 account* Interest** in equity
GBP GBP GBP GBP GBP GBP
Balance at 1 July 2018 800,403 7,583,057 2,176,191 (5,378,020) 0 5,181,631
Loss after income tax
expense for the period (1,302,666) 0 (1,302,666)
Other comprehensive income
for the period, net of
tax (12,723) (12,723)
Total comprehensive income
for the period 0 0 (12,723) (1,302,666) 0 (1,315,389)
Transactions with owners
in their capacity as owners:
Share-based payments (note
16) 6,634 6,634
Balance at 31 December
2018 800,403 7,583,057 2,170,102 (6,680,686) 0 3,872,876
========== ========== ========== ============ ============ ============
Share Share Other Accumulated Non Total
Unaudited six months ended Capital premium reserves Losses Controlling deficiency
31 December 2019 account* Interest** in equity
GBP GBP GBP GBP GBP GBP
Balance at 1 July 2019 800,403 7,583,057 2,164,523 (8,057,774) 0 2,490,209
Loss after income tax
expense for the period (384,643) 0 (384,643)
Other comprehensive income
for the period, net of
tax (13,659) (13,659)
Total comprehensive income
for the period 0 0 (13,659) (384,643) 0 (398,302)
Transactions with owners
in their capacity as owners:
Acquisition Airsight Holdings 660,450 198,135 0 858,585
Share-based payments (note
16) 5,411 5,411
Balance at 31 December
2019 1,460,853 7,781,192 2,156,275 (8,442,417) 0 2,955,869
========== ========== ========== ============ ============ ============
Share Share Other Accumulated Non Total
Audited year ended Capital premium reserves Losses Controlling deficiency
30 June 2019 account* Interest in equity
GBP GBP GBP GBP GBP GBP
Balance at 1 July
2018 800,403 7,583,057 2,176,191 (5,378,020) 0 5,181,631
Loss after income
tax expense for the
period (2,679,754) 0 (2,679,754)
Other comprehensive
income for the period,
net of tax (11,668) (11,668)
Total comprehensive
income for the period 0 0 (11,668) (2,679,754) 0 (2,691,422)
Transactions with
owners in their capacity
as owners:
Share-based payments
(note 16) 0 0
Balance at 30 June
2019 800,403 7,583,057 2,164,523 (8,057,774) 0 2,490,209
========= ========== ========== ============= ============ ============
* The share premium account is used to recognise the difference between
the issued share capital at nominal value and the capital received,
net of transaction costs
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes
Maestrano Group plc
Consolidated statements of cash flows
For the period ended 31 December 2019
Audited
Unaudited six months year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Cash flows from operating activities
Loss before income tax expense
for the period (384,643) (1,302,666) (2,679,754)
Adjustments for:
Depreciation and amortisation 4,016 6,544 35,056
Share-based payments 5,411 6,634 0
Foreign exchange differences (10,102) (10,958)
Interest received (553) (5,656) (29,286)
Interest unwind on convertible
note
Interest and other finance costs
(375,769) (1,305,246) (2,684,942)
Change in operating assets and
liabilities:
Decrease/(increase) in trade and
other receivables 427,729 (22,558) (342,379)
Decrease/(increase) in contract
assets 0 (65,886) 68,955
Increase/(decrease in lease assets) (202,538)
Decrease/(increase) in other operating
assets 40,073 (35,240) 47,196
(Decrease)/Increase in trade and
other payables (419,559) 50,784 9,956
Decrease/(increase) in contract
liabilities 0 (24,007) (27,804)
Increase/(decrease) in lease liabilities 202,538
Increase (decrease) in employee
benefits 57,299 (9,935) (26,794)
---------- ------------ ------------
(270,227) (1,412,088) (2,955,812)
Interest Received 553 5,656 29,286
Interest and other finance costs
paid 0 0
Income taxes paid 0 (30,612) (30,612)
Net cash used in operating activities (269,674) (1,437,044) (2,957,138)
---------- ------------ ------------
Cash flows from investing activities
Payments for property, plant and
equipment (12,684) (31,815) (29,337)
Net cash used in investing activities (12,684) (31,815) (29,337)
---------- ------------ ------------
Cash flows from financing activities
Proceeds from sale of shares 0 0
Repayment lease arrangements (16,903)
Net cash from financing activities (16,903) 0 0
---------- ------------ ------------
Net increase/(decrease) in cash
and cash equivalents (299,261) (1,468,859) (2,986,475)
Cash and cash equivalents at the beginning
of the financial period 2,247,201 5,236,040 5,236,040
Effects of exchange rate changes on
cash and cash equivalents (2,411) (2,364)
Cash and cash equivalents at the
end of the financial period 1,947,940 3,764,770 2,247,201
========== ============ ============
The above consolidated statements of cash flows should be read in conjunction with the accompanying notes
Maestrano Group plc
Notes to the consolidated financial statements
For the period ended 31 December 2019
Note 1. General information
The financial statements cover Maestrano Group plc ('Company') as a consolidated entity consisting of Maestrano Group plc and the entities it controlled at the end of, or during, the period (referred to as the 'Group'). The financial statements are presented in Pound Sterling, which is Maestrano Group plc's functional and presentation currency.
The Company was incorporated on 6 December 2017 as a private company, Maestrano Group Limited. On 11 May 2018, the Company converted to a public company, Maestrano Group plc and on 30 May 2018 was admitted onto the Alternative Investment Market ('AIM'). On 19 April 2018, as part of a group reorganisation, the Company acquired 100% of the ordinary shares of Maestrano Pty Ltd from the existing shareholders and became the immediate and ultimate parent of the Group. On 31 October 2019, Maestrano Group plc acquired 100% of the shares in Airsight Holdings Pty Limited, an Australian based company.
Maestrano Group plc is a listed public company limited by shares, incorporated and domiciled in England and Wales. Its registered office and principal place of business are:
Registered office Principal place of business 10 John Street 2/2 Frost Drive London WC1N 2EB Mayfield West NSW 2304 United Kingdom Australia
A description of the nature of the Group's operations and its principal activities are included in the directors' report, which is not part of the financial statements. The financial statements were authorised for issue, in accordance with a resolution of directors, on 19 February 2020. The directors have the power to amend and reissue the financial statements.
Note 2. Significant accounting policies
These financial statements for the interim half-year reporting period ended 31 December 2019 have been prepared in accordance with International Accounting Standards IAS 34 'Interim Financial Reporting'.
These interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, these financial statements are to be read in conjunction with the annual report for the year ended 30 June 2019 and any public announcements made by the Company during the interim reporting period.
New or amended Accounting Standards and Interpretations adopted
The Group has adopted all of the new or amended Accounting Standards and Interpretations issued by the International Accounting Standards Board that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted.
The following Accounting Standards and Interpretations are most relevant to the Group:
IFRS 9 Financial Instruments
The Group has adopted IFRS 9 from 1 July 2018. The standard introduced new classification and measurement models for financial assets. A financial asset shall be measured at amortised cost if it is held within a business model whose objective is to hold assets in order to collect contractual cash flows which arise on specified dates and that are solely principal and interest. A debt investment shall be measured at fair value through other comprehensive income if it is held within a business model whose objective is to both hold assets in order to collect contractual cash flows which arise on specified dates that are solely principal and interest as well as selling the asset on the basis of its fair value. All other financial assets are classified and measured at fair value through profit or loss unless the entity makes an irrevocable election on initial recognition to present gains and losses on equity instruments (that are not held-for-trading or contingent consideration recognised in a business combination) in other comprehensive income ('OCI'). Despite these requirements, a financial asset may be irrevocably designated as measured at fair value through profit or loss to reduce the effect of, or eliminate, an accounting mismatch. For financial liabilities designated at fair value through profit or loss, the standard requires the portion of the change in fair value that relates to the entity's own credit risk to be presented in OCI (unless it would create an accounting mismatch). New simpler hedge accounting requirements are intended to more closely align the accounting treatment with the risk management activities of the entity. New impairment requirements use an 'expected credit loss' ('ECL') model to recognise an allowance. Impairment is measured using a 12-month ECL method unless the credit risk on a financial instrument has increased significantly since initial recognition in which case the lifetime ECL method is adopted. For receivables, a simplified approach to measuring expected credit losses using a lifetime expected loss allowance is available.
IFRS 15 Revenue from Contracts with Customers
The Group has adopted IFRS 15 from 1 July 2018. The standard provides a single comprehensive model for revenue recognition. The core principle of the standard is that an entity shall recognise revenue to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard introduced a new contract-based revenue recognition model with a measurement approach that is based on an allocation of the transaction price. This is described further in the accounting policies below. Credit risk is presented separately as an expense rather than adjusted against revenue. Contracts with customers are presented in an entity's balance sheet as a contract liability, a contract asset, or a receivable, depending on the relationship between the entity's performance and the customer's payment. Customer acquisition costs and costs to fulfil a contract can, subject to certain criteria, be capitalised as an asset and amortised over the contract period.
Impact of adoption
IFRS 9 and IFRS 15 were adopted using the full retrospective approach. The impact of adoption on opening accumulated losses as at the transition date of 1 July 2017 was GBPnil. There has been no material impact on adoption of IFRS 9 and IFRS 15, other than the changes to disclosure as required by these standards, which includes:
-- reclassifying accrued revenue as contingent assets;
-- reclassifying deferred revenue as contingent liabilities; and
-- showing interest income on the face of profit or loss.
IFRS 16 Leases
IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities
for all leases, together with options to exclude leases where the lease term is 12 months or less, or
where the underlying asset is of low value.
(a) Transition Method and Practical Expedients Utilised
The Group adopted IFRS 16 using the modified retrospective approach, with recognition of
transitional adjustments on the date of initial application (1 July 2019), without restatement
of comparative figures.
IFRS 16 provides for certain optional practical expedients, including those related to the initial
adoption of the standard. The Group applied the following practical expedients when applying IFRS
16 to leases previously classified as operating leases under IAS 17:
-- Apply a single discount rate to a portfolio of leases with reasonably similar characteristics;
-- Exclude initial direct costs from the measurement of right-of-use assets at the date of initial
application for leases where the right-of-use asset was determined as if IFRS 16 had been
applied since the commencement date;
-- Reliance on previous assessments on whether leases are onerous as opposed to preparing an
impairment review under IAS 36 as at the date of initial application; and
-- Applied the exemption not to recognise right-of-use assets and liabilities for leases with less
than 12 months of lease term remaining as of the date of initial application.
As a lessee, the Group previously classified leases as operating or finance leases based on its
assessment of whether the lease transferred substantially all of the risks and rewards of ownership.
Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases.
However, the Group has elected not to recognise right-of-use assets and lease liabilities for some
leases of low value assets based on the value of the underlying asset when new or for short-term
leases with a lease term of 12 months or less.
On adoption of IFRS 16, the Group recognised right-of-use assets and lease liabilities in relation to
leases of office space, heavy equipment and automobiles, which had previously been classified as
operating leases.
The lease liabilities were measured at the present value of the remaining lease payments, discounted
using the Group's incremental borrowing rate as at 1 July 2019. The Group's incremental
borrowing rate is the rate at which a similar borrowing could be obtained from an independent
creditor under comparable terms and conditions.
The right-of-use assets were measured as follows:
(a) Office space: Right-of-use assets are measured at an amount equal to the lease liability,
adjusted by the amount of any prepaid or accrued lease payments.
(b) All other leases: the carrying value that would have resulted from IFRS 16 being applied
from the commencement date of the leases, subject to the practical expedients noted
above.
The following table presents the impact of adopting IFRS 16 on the statement of financial position
as at 31 December 2019 relating to Airsight leases:
Right-of-use assets GBP 202,538
Deferred tax assets 0
Lease liabilities (202,538)
Net reduction in retained earnings 0
(b) Significant Accounting Policies subsequent to Transition
All leases are accounted for by recognising a right-of-use asset and a lease liability except for:
-- Leases of low value assets; and
-- Leases with a term of 12 months or less.
Lease liabilities are measured at the present value of the contractual payments due to the lessor
over the lease term, with the discount rate determined by reference to the rate inherent in the
lease unless (as is typically the case) this is not readily determinable, in which case the group's
incremental borrowing rate on commencement of the lease is used. Variable lease payments are
only included in the measurement of the lease liability if they depend on an index or rate. In such
cases, the initial measurement of the lease liability assumes the variable element will remain
unchanged throughout the lease term. Other variable lease payments are expensed in the period to
which they relate.
On initial recognition, the carrying value of the lease liability also includes:
-- amounts expected to be payable under any residual value guarantee;
-- the exercise price of any purchase option granted in favour of the group if it is reasonable
certain to assess that option;
-- any penalties payable for terminating the lease, if the term of the lease has been estimated on
the basis of termination option being exercised.
Right of use assets are initially measured at the amount of the lease liability, reduced for any lease
incentives received, and increased for:
-- lease payments made at or before commencement of the lease;
-- initial direct costs incurred; and
-- the amount of any provision recognised where the group is contractually required to
dismantle, remove or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.
Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease.
Going concern
The financial statements have been prepared assuming the Group will continue as a going concern. Under the going concern assumption, an entity is ordinarily viewed as continuing in business for the foreseeable future. In assessing whether the going concern assumption is appropriate, the directors have considered the Group's existing working capital and are of the opinion that the Group has adequate resources to undertake its planned program of activities for the 12 months from the date of approval of these financial statements. Further details of the directors' considerations in relation to going concern are included in the directors' report.
Note 3. Operating segments
Identification of reportable operating segments
The Group operates in one segment being provision of data integration and analytic services. This operating segment is based on the internal reports that are reviewed and used by the Board of Directors (who are identified as the Chief Operating Decision Makers ('CODM')) in assessing performance and in determining the allocation of resources.
The operating segment information is the same information as provided throughout the consolidated financial statements and are therefore not duplicated.
Note 4. Revenue from contracts with customers
Audited
Unaudited six months year
ended December 31 ended June30
2019 2018 2019
Enterprise implementation GBP 195,919 GBP 309,129 GBP 851,699
Enterprise subscriber & services 3,556 134,917 53,701
Airsight Holdings 119,292
Revenue from contracts with customers 318,767 444,046 905,400
============ ============ =============
Disaggregation of
revenue
The disaggregation of revenue from contracts
with customers is as follows:
Audited
Unaudited six months year
ended June
ended December 31 30
Geographical regions 2019 2018 2019
GBP GBP GBP
United Kingdom - - -
Australia 318,767 181,055 325,174
United States of America - 261,472 578,707
Middle East and Africa - 1,519 1,519
318,767 444,046 905,400
=============================== ============================== ============================
Enterprise implementation and enterprise subscriber income are recognised
as revenue over time as
opposed to a point in time. Airsight revenue is recognised when work
has been completed
and invoiced.
Audited
Note 5. Other income Unaudited six months year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Government grants and rebates 337,798 370,190 425,317
337,798 370,190 425,317
=========== ========== ===========
Government grants and rebates predominantly relates to research and development rebates.
Note 6. EBITDA reconciliation (earnings before interest expense,
taxation, depreciation and amortisation)
Unaudited six months Audited year
ended December 31 ended June 30
2019 2018 2019
EBITDA reconciliation GBP GBP GBP
Loss before income tax (380,643) (1,302,666) (2,679,754)
Add: Interest expense 564 0 0
Add: Depreciation and amortisation 4,016 6,544 35,056
EBITDA (384,643) (1,296,122) (2,644,698)
================= =================== ======================
Unaudited six months Audited year
ended June
ended December 31 30
2019 2018 2019
Underlying EBITDA reconciliation GBP GBP GBP
EBITDA (384,643) (1,296,122) (2,644,698)
IPO 0 0 73,063
Restructuring costs and Enterprise
Investment Scheme set-up costs;
acquisition costs 84,990 0
Underlying EBITDA (299,653) (1,296,122) (2,571,635)
============= ================ ==============
The financial statements include both the statutory financial statements
and additional performance measures of EBITDA and Underlying EBITDA.
The directors believe these additional measures provide useful information
on the underlying trend in operational performance going forward
without these unusual and other one-off items.
Note 7. Current assets - trade and
other receivables Unaudited six months Audited year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Trade receivables 116,974 131,714 479,355
Other receivables 0 41,250 13,430
116,974 172,964 492,785
=================================== ======== ===============
Note 8. Current assets - other Unaudited six months Audited year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Prepayments 14,865 71,512 61,873
Staff Loans 72,798 0
Inventory 32,723 0 0
47,589 144,310 61,873
=================================== ======== =============
Loans to former Maestrano staff (who were retrenched as a result of the change in business operations) were written off at 31.12.2019 in lieu of compensation payments.
Note 9. Current liabilities - trade
and other payables Unaudited six months Audited year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Trade payables 44,893 62,792 65,352
Accrued expenses 106,323 159,945 190,656
Other payables (49,344) 77,426 3,328
101,873 300,163 259,336
=================== =================== ==================
Audited
Note 10. Equity - other reserves Unaudited six months year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Foreign currency reserve 260,989 273,628 274,683
Share-based payments reserve 5,411 6,634 0
Capital reorganisation reserve 1,889,840 1,889,840 1,889,840
2,156,240 2,170,102 2,164,523
=========== ========== ===========
Movements in reserves
Movements in each class of reserve during the
current financial period are set out below:
Unaudited six months ended
31 December Foreign Share-based Capital Total
Currency payments reorganisation
GBP GBP GBP GBP
Balance as at 1 July 2019 274,683 - 1,889,840 2,164,523
Foreign currency translation (13,694) - - (13,694)
Share-based payment 0 5,411 - 5,411
Balance at 31 December 2019 260,989 5,411 1,889,840 2,156,240
========= ============ =============== ==========
Note 11. Equity - dividends
There were no dividends paid, recommended or declared during the current or previous financial period.
Note 12. Fair value measurement
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Note 13. Contingent liabilities
The Group had no material contingent liabilities as at 31 December 2019, 30 June 2019 and 31 December 2018.
Note 14. Related party transactions
Parent entity
The parent entity and ultimate parent entity is Maestrano Group plc. There is no ultimate controlling party.
Transactions with related parties
There were no transactions with related parties during the current and previous financial period.
Receivable from and payable to related parties
There were no trade receivables from or trade payables to related parties at the current and previous reporting date.
Loans to/from related parties
There were no loans to or from related parties at the current and previous reporting date.
Audited
Note 15. Earnings per share Unaudited six months year
ended June
ended December 31 30
2019 2018 2019
GBP GBP GBP
Loss after income tax (384,643) (1,302,666) (2,679,754)
Non-controlling interest 0
Loss after income tax attributable to
the owners of Maestrano Group plc (384,632) (1,302,666) (2,679,754)
============ ============ ============
Number Number Number
Weighted average number of ordinary
shares used in calculating basic earnings
per share 146,085,369 80,040,331 80,040,331
Weighted average number of ordinary
shares used in calculating diluted earnings
per share 146,085,369 80,040,331 80,040,331
Pence Pence Pence
Basic earnings per share (0.26) (1.63) (3.35)
Diluted earnings per share (0.26) (1.63) (3.35)
Options and convertible notes have not been included in the diluted
earnings per share as they are anti-dilutive
Note 16. Share-based payments
A share option plan has been established by the Group, whereby the Group
may, at the discretion of the Board of Directors,
grant options over the ordinary shares in the Company to certain key management
personnel and staff of the Group. The options
are issued for nil consideration and are granted in accordance with performance
guidelines established by the Board of Directors.
All options granted previously were forfeited
or cancelled by June 2019
Set out below are summaries of options granted
currently under the plan:
2019
Grant Expiry Balance Balance
date date Exercise at Granted Exercised Expired/ at
the start the end
price of forfeited/ of
the
the period other period
GBP
1/07/2019 30/06/2021 0.0130 0 5,082,222 - - 5,082,222
For the options granted during the current financial period, the valuation
model inputs used to determine the fair value at the grant time, are as
follows:
Grant Expiry
Date Date Share price Exercise Expected Dividend Risk-free Fair value
at grant interest at grant
date Price volatility yield rate date
1/07/2019 30/06/2021 GBP 0.0138 GBP 0.0130 100% 0 2.90% GBP 0.005
The share-based payment expense during the financial period for this plan is GBP 5,411
Note 17. Events after the reporting period No matter or circumstance has arisen since 31 December 2019 that has significantly affected, or may significantly affect the Group's operations, the results of those operations, or the Group's state of affairs in future financial years.
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
Enquiries:
Maestrano Group plc
Andrew Pearson, CEO c/o IFC
Grant Thornton (Nominated Adviser)
Jamie Barklem / Niall McDonald +44 (0)20 7383 5100
Arden Partners (Broker)
Ruari McGirr / Ciaran Walsh +44 (0)20 7614 5900
IFC Advisory Limited (Financial PR & IR)
Graham Herring / Zach Cohen +44 (0)20 3934 6630
graham.herring@investor-focus.co.uk
About Maestrano
Maestrano offers a patented cloud-based platform for master data management and business analytics, together with specialist hardware and software for capturing, analysing and reporting on large datasets within the transport sector, employing sophisticated artificial intelligence algorithms.
Further information on the Company is available at: www.maestrano.com
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
IR FIFEAFRIALII
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February 19, 2020 06:24 ET (11:24 GMT)
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