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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Maistro Plc | LSE:MAIS | London | Ordinary Share | GB00B8DX2616 | 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% | 0.00 | - |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMMAIS
RNS Number : 0903C
Maistro PLC
27 September 2018
Maistro plc
("Maistro", the "Group" or the "Company")
Unaudited Interim Results
Maistro, the online B2B Marketplace and AI-powered delivery platform, presents its unaudited interim results for the six months ended 30 June 2018.
Highlights
The Board is pleased to report significant improvement in both Revenue and Gross Profit performance, with Revenue increasing by 255% when compared to H1 2017, and by 41% when compared to H2 2017. As a result of the Company's continued drive to recognise efficiencies from investment in its software platform, the Gross Profit contribution has increased by 1,127% when compared to H1 2017. The EBITDA* loss has reduced by 5.7% when compared to H1 2017.
Revenue is being driven by the increasing take up of services by Multinational Enterprises with the financial performance continuing to improve with our Enterprise** customers driving operational efficiencies whilst maintaining stringent cost control.
The Board concluded in 2018 that the reporting currency of the Company has been changed to GBP Sterling from US Dollars to provide greater transparency in the operating results of the Company.
In relation to strategic and operational highlights, the successful re-branding of the business was completed in January 2018. The Company appointed Ian Cleverly to the Board as Chief Financial Officer on 9 April, and appointed Pricewaterhouse Coopers as its auditors.
The Board is encouraged by the Company's performance over the six months ended 30 June 2018, and as a result, is accelerating investment in its software platform and expanding its business development team to enable the Enterprise Customer strategy to deliver an increased volume in the number of projects, whilst retaining margins and delivering value to its customers. The Board is confident with the Company's outlook for the rest of the year and beyond.
Summary Financial Results
Hot Features
Premium
H1 2018 H1 2017 FY 2017
Unaudited Unaudited Unaudited H1 2018 on
H1 2017 change
---------- ---------- ---------- ----------------
GBP'000s GBP'000s GBP000s %
---------- ---------- ---------- ----------------
Revenue 596 168 592 254.5%
---------- ---------- ---------- ----------------
Gross profit 74 6 100 1,127.4%
---------- ---------- ---------- ----------------
Adjusted EBITDA* (923) (979) (2,082) (5.7)%
---------- ---------- ---------- ----------------
Loss for the period (1,354) (1,458) (2,250) (7.1)%
---------- ---------- ---------- ----------------
Cash balance at period
end 1,085 755 2,454 (55.8)%
---------- ---------- ---------- ----------------
* Adjusted EBITDA is profit before interest, tax, depreciation and amortisation, foreign exchange movements and share option costs. EBITDA is a key monitoring tool used by the Board to monitor underlying trading performance while excluding the impact of non-trading items which may, due to one off adjustments, materially impact reported performance.
** Maistro defines the Enterprise as a business with more than 50 employees
Chairman David Rowe commented:
I am pleased to report that the Company has made excellent progress during the last six months.
Firstly, the Company under Laurence Cook's leadership has successfully built a core customer base in the Enterprise segment for its PaaS (Procurement as a Service) product. Revenue has grown rapidly as a result and the momentum going forward gives the Board confidence for the remainder of the year and beyond.
Secondly, the rebranding to Maistro at the turn of the year has been universally well received and the company is gaining acceptance and recognition as a leader in its field. Building on this recognition we expect the business to attract projects from existing and new customers to ramp up the value of business going through the platform.
The Company is well positioned and poised to grow rapidly whilst maintaining margins and delivering strong value to its customers.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.
For further information, please contact:
Maistro plc investors@Maistro.com
N+1 Singer
Shaun Dobson/James White Tel: +44 (0) 20 7496 3000
About Maistro plc at Maistro.com
Maistro is a public company quoted on the London Stock Exchange's AIM market (MAIS) and is headquartered in the UK.
Chief Executive Officer's review
Since June 2017 we have posted 4 consecutive quarters of revenue growth and that trajectory continues at an increasing pace. This success is based on more repeat business from our core Multinational Enterprise customer base together with new customers joining the platform. It's pleasing to see that H1 2018 results have exceeded full FY 2017 and is further evidence that our strategy of focussing on large Enterprises where there is significant opportunity for a high volume of business is paying off. As we provide services for these customers we have extended our reach into Europe and the Far East where we have successfully delivered large projects in a variety of categories. In doing so we continue to increase the number and quality of suppliers on our marketplace giving all our customers greater choice of new and innovative service providers.
Whilst growing top line revenue we have been laser focussed on ensuring that the Gross Margin maintains its upward path and at the same time managing cash effectively. The strategy of investing in our software platform continues as we develop the AI capability which will incrementally speed up the sourcing of suppliers and as a result provide an even faster and more cost-effective solution for our growing customer base.
Over the last 6 months we have extended our collaborations in the procurement industry through a partnership agreement with Odesma advising large enterprises on cost-optimisation strategies and through an exclusive knowledge partnership agreement with CIPS* focussing on B2B Marketplaces. We are increasingly being recognised by the procurement industry as an exciting player in the Procurement as a Service sector.
I am very encouraged by our performance to date and look forward to the second half of the year being even more successful than the first as we take on more new customers and grow our repeat business within existing Enterprises. The outlook for H2 is encouraging and with an increasing run-rate the pace of growth into 2019 is set to be very positive.
*CIPS - Chartered Institute of Procurement and Supply
Chief Financial Officer's review
In the first half of 2018, Maistro continued to focus on its Enterprise strategy, developing and expanding its relationships with its customer base. The strategic outlook is very encouraging, as we report significant improvements in both Revenue and Gross Margin performance with a continued focus on the operational costs and improving operational efficiencies to drive performance towards a positive EBIDTA.
The Board concluded in H1 2018 to change the currency it presents its financial results from US Dollars to GBP Sterling. Accordingly, the previously reported results for the six months ended 30 June 2017 and for the year ended 31 December 2017 have been translated from US Dollars to GBP Sterling using the exchange rates set out in Note 1.
Revenue
Overall revenue performance for the six months to 30 June 2018 increased by 255% to GBP0.60m (H1 2017: GBP0.17m) within which Project fee revenue increased by 393% to GBP0.58m (H1 2017: GBP0.12m). Revenue growth was due to two key factors:
a. The ongoing development of Maistro's relationships with global Enterprise customers. b. Successful engagement with new global Enterprise customers.
Gross margin
Gross profit was GBP0.07m in H1 2018 (H1 2017: GBP0.01m. This increase has been driven by the reduction to operations staff costs charged to cost of sales, which reduced by 28% to GBP0.05m (H1 2017: GBP0.07m). Further automation of Maistro's software platform and delivery processes has driven improved operational efficiency.
Costs
Total administrative expenses decreased by 2% to GBP1.49m (H1 2017: GBP1.52m) reflecting actions taken to realign costs last year. Headcount costs remained stable, decreasing by 1% compared to H1 2017. Share based payments reduced by 7% compared to H1 2017.
The credit risk associated with the customers using the marketplace resulted in a GBP(0.01m) (H1 2017: GBP(0.08m) bad debt provision included in administrative costs. The credit balance was, in part, driven by recovery of previously provided for bad debts. The bad debt provision at 30 June 2018 was GBPnil (H1 2017: GBP0.03m reflecting a material improvement in the level of service provided to customers.
EBITDA
The EBITDA loss (Earnings before Interest, Tax, Depreciation and Amortisation, Foreign Exchange movements and Share Option costs) for H1 2018 reduced by 5.7% to GBP0.92m (H1 2017: GBP0.98m). This was driven by the increase in Gross Margin and reduction in administrative costs in the period.
Loss after tax
The loss after tax for the period reduced by 7.1% to GBP1.35m (H1 2017: GBP1.46m).
Finance income improved to GBP0.007m (H1 2017: GBP0.001m) reflecting increased cash balances held on deposit.
Cash
The cash balance at the period end was GBP1.1m (31 December 2017: GBP2.5m). The Group predominantly holds its cash in Sterling. At 30 June 2018, the Group's Sterling deposits totaled GBP1.06m with a further GBP0.03m held in USD and EUR denominated accounts.
The net decrease in cash and cash equivalents was 7% higher in H1 2018 compared to H1 2017, driven by the longer cash cycle associated with Enterprise customers.
The Company's cash balance as at 31st August 2018 was GBP1.004m. As disclosed in the 2017 Annual Report the Company is developing its business model and continues to be loss making. The Company is well positioned and poised to grow rapidly and as such the Board recognises that the Company may require additional funding in the future and would be reliant on either Warrants being exercised or other additional funding from time to time.
Chief Financial Officer's review cont'd
Capital Investment
Maistro invested GBP0.26m (H1 2017: GBP0.29m) in its software platform during the period. Investment is principally focused on the development and implementation of "AI" (Artificial Intelligence) within the software platform to enhance functionality and improve operational efficiency.
Risks and uncertainties
The key business risks affecting the Group remain as stated in the Annual Report for the Year ended 31 December 2017.
Condensed Consolidated Statement of Total Comprehensive Income
for the period ended 30 June 2018
Six Months Six Months
Ended Ended
30 June 30 June
2018 2017
Unaudited Unaudited
-------------- --------------
Note GBP GBP
Revenue 2 595,681 168,052
Cost of sales (521,268) (161,989)
Gross profit 74,413 6,063
Total administrative expenses 3 (1,489,166) (1,523,022)
Loss from operations (1,414,753) (1,516,960)
Finance income 6,885 1,318
Finance expense (28) (16)
-------------- --------------
Loss before tax (1,407,896) (1,515,657)
Tax credit 54,347 58,150
-------------- --------------
Loss for the year attributable to equity
holders of the parent Company (1,353,549) (1,457,507)
============== ==============
Condensed Consolidated Statement of Total Six Months Six Months
Other Comprehensive Income for the Period Ended Ended
Ended 30 June 2018 30 June 30 June
2018 2017
Unaudited Unaudited
GBP GBP
(Loss) for the year (1,353,549) (1,457,507)
Other comprehensive income
Exchange gains/(losses) arising on the translation
of foreign subsidiaries (could subsequently
be reclassified to profit and loss) 34 (501)
-------------- --------------
Total comprehensive losses attributable to
equity holders of the parent Company (1,353,515) (1,458,008)
-------------- --------------
Basic and diluted loss per share for losses
attributable to the owners of the parent
during the year 5 (0.01) (0.03)
============== ==============
The results reflected above relate to continuing activities.
The accompanying notes are an integral part of these financial statements.
Condensed Consolidated Statement of Financial Position
At 30 June 2018
Six Months Year Ended
Ended 31 December
30 June 2018 2017
Unaudited Unaudited
Note GBP GBP
-------------- -------------------
Non-current assets
Property, plant and equipment 25,027 25,269
Intangible assets 6 1,230,542 1,368,423
Total non-current assets 1,255,569 1,393,692
-------------- -------------------
Current assets
Trade and other receivables 7 434,422 387,339
Tax Receivable 203,050 151,775
Cash and cash equivalents 1,085,204 2,454,191
Total current assets 1,722,676 2,993,305
-------------- -------------------
Total assets 2,978,245 4,386,997
-------------- -------------------
Current liabilities
Trade and other payables (including derivatives) 691,076 856,100
Social security and other taxes 84,811 57,737
Loans and borrowings 8 - 10,000
Total current liabilities 775,887 923,837
-------------- -------------------
Total liabilities 775,887 923,837
-------------- -------------------
Net assets 2,202,358 3,463,160
Issued capital and reserves attributable to
owners of parents
Called up share capital 9 1,770,926 1,770,926
Share premium 9 24,334,182 24,334,182
Equity conversion reserve 11,118 5,559
Merger reserve 1,061,789 1,061,789
Share based payment reserve 10 307,471 220,317
Warrant Reserve 307 307
Foreign exchange reserve (9,618) (9,652)
Retained losses (25,273,817) (23,920,268)
-------------- -------------------
2,202,358 3,463,160
-------------- -------------------
The accompanying notes are an integral part of these financial statements.
Condensed Consolidated Statement of Changes in Equity
for the Period Ended 30 June 2018
Called Up Share Equity Merger Share Warrant Foreign Retained Total
Share Premium Conversion Reserve Based Reserve Exchange Loss
Capital Reserve Payment Reserve
Reserve
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
GBP GBP GBP GBP GBP GBP GBP GBP GBP
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
Equity as at 1
January 2017 470,926 22,878,031 5,559 1,061,789 786,730 - (9,194) (21,669,794) 3,524,047
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
Loss for the
period - - - - - - - (1,457,507) (1,457,507)
Other
comprehensive
income for
the period - - - - - - (501) - (501)
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
Total
comprehensive
income/(loss) 470,926 22,878,031 5,559 1,061,789 786,730 - (9,695) (23,127,301) 2,066,039
Issue of - - - - - - - - -
Ordinary
shares
Issue costs - - - - - - - - -
recognised in
equity
Share Based
Payments - - - - 89,168 - - - 89,168
Conversion of - - - - - - - - -
convertible
debt
Equity as at
30 June 2017
(Unaudited) 470,926 22,878,031 5,559 1,061,789 875,898 - (9,695) (23,127,301) 2,155,207
========== =========== =========== ========== ======== ======== ========= ============= ============
Equity as at 1
January 2018 1,770,926 24,334,182 5,559 1,061,789 220,317 307 (9,652) (23,920,268) 3,463,160
Loss for the
period - - - - - - - (1,353,549) (1,353,549)
Other
comprehensive
income for
the period - - - - - - 34 - 34
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
Total
comprehensive
income/(loss) 1,770,926 24,334,182 5,559 1,061,789 220,317 307 (9,618) (25,273,817) 2,109,645
Issue of - - - - - - - - -
Ordinary
shares
Issue costs - - - - - - - - -
recognised in
equity
Share Based
Payments - - - - 87,154 - - - 87,154
Conversion of
convertible
debt - - 5,559 - - - - - 5,559
---------- ----------- ----------- ---------- -------- -------- --------- ------------- ------------
Equity as at
30 June 2018
(Unaudited) 1,770,926 24,334,182 11,118 1,061,789 307,471 307 (9,618) (25,273,817) 2,202,358
========== =========== =========== ========== ======== ======== ========= ============= ============
Condensed Consolidated Statement of Cashflows
for the Period Ended 30 June 2018
Six Months Ended Six Months Ended
30 June 2018 30 June 2017
Unaudited Unaudited
Note GBP GBP
----------------- -----------------
Loss after taxation (1,353,549) (1,457,507)
Interest (income)/expense (net) (6,857) (1,303)
Income tax credit (54,347) (58,150)
Fair value movement and unrealised FX 9,909 (670)
Depreciation of property, plant and equipment 8,892 4,622
Amortisation of intangible assets 6 394,925 449,427
Share-based payments charge 10 82,740 89,168
Loss on disposal of property, plant and equipment - -
----------------- -----------------
Cash outflows from operating activities before
changes in working capital (918,287) (974,413)
(Increase)/decrease in trade and other receivables (47,086) (53,955)
Increase/(decrease) in trade and other payables (147,950) 43,051
----------------- -----------------
Cash used in operations (1,113,323) (985,317)
Interest received 6,885 1,318
Interest paid (28) (16)
Income tax (paid)/received 3,073 (2,163)
----------------- -----------------
Net cash used in operations (1,103,393) (986,178)
----------------- -----------------
Purchase of property, plant and equipment (8,650) -
Proceeds on disposal of property, plant and equipment - -
Investment in intangible assets (257,044) (289,706)
Net cash used in investing activities (265,694) (289,706)
----------------- -----------------
Issue of share capital - -
Issue cost of shares - -
Share based payments - -
Proceeds from convertible debts - -
----------------- -----------------
Net cash generated in financing activities - -
Net decrease in cash and cash equivalents (1,369,087) (1,275,884)
Cash and cash equivalents at beginning of period 2,454,191 2,030,867
Effect of foreign exchange translation on cash and equivalents 100 170
----------------- -----------------
Cash and cash equivalents at end of period 1,085,204 755,153
----------------- -----------------
The accompanying notes are an integral part of these financial statements.
Note to the Condensed Consolidated Financial Information
1. Accounting policies
Basis of preparation
The principal accounting policies adopted in the preparation of these condensed Financial Statements are set out in the full accounts for 2017. The policies have been consistently applied to all the periods presented, except for the change in presentational currency from US Dollars to GBP Sterling.
These condensed Financial Statements have been prepared in accordance with IAS34 "Interim Financial Statements", as adopted by the European Union.
These condensed interim Financial Statements do not constitute statutory Financial Statements within the meaning of Section 434 of the Companies Act 2006. The financial information presented for the six-month periods ended 30 June 2018 and 30 June 2017 has not been audited. The comparative information presented for the year ended 31 December 2017 does not constitute the full statutory Annual Report of Maistro Plc for that year and is not audited due to the change in presentational currency (the audited statutory annual report of Maistro plc for the year ended 31 December 2017 was presented in US Dollars). A copy of the 31 December 2017 statutory Financial Statements has been delivered to the Registrar of Companies. The auditor's report on those statements was unqualified but included reference to an emphasis of matter in relation to Going Concern. That opinion did not contain a statement under section 498(2)-(3) of the Companies Act 2006.
The preparation of Financial Statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The accounting policies have been applied consistently throughout the Group for the purposes of the preparation of the Interim Financial Statements, except for the change in presentational currency.
The Group Financial Statements consolidate the Financial Statements of the Company and its subsidiaries (together referred to as "the Group").
Basis of consolidation
Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated Financial Statements present the results of the Company and its subsidiaries (the Group) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full.
Foreign currency
The functional currency of Maistro Group plc and Maistro Ltd is GBP Sterling, whereas of Maistro Inc. it is US Dollars.
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the reporting period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement in either cost of sales or administrative expenses as appropriate.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities are recognised in other comprehensive income and accumulated in a separate component of equity. Exchange differences are recycled to profit or loss as a reclassification adjustment upon disposal of the foreign operation.
Notes to the Condensed Consolidated Financial Information cont'd
Change in presentation currency
As part of a review, the Board concluded that from the beginning of the current financial year it would be changing the currency in which it presents its financial results from US Dollars to GBP Sterling. Accordingly, the previously reported results for the six months ended 30 June 2017 and for the year ended 31 December 2017 have been translated from US Dollars to GBP Sterling using the following exchange rates:
Exchange rates used Year ended 31 Six months ended Year ended 31
USD:GBP December 2017 30 June 2017 December 2016
Average rate 1.3284 1.2949 1.2399
--------------- ----------------- ---------------
Year-end rate 1.3493 1.3003 1.2341
--------------- ----------------- ---------------
2. Segmental analysis
The Group currently has one reportable segment, provision of services, and categorises all revenue from operations to this segment.
The Group currently has four reportable categories which are:
1. Project revenues - for the provision of services from projects that list on Maistro's marketplace, where the customer accepts the bid from the expert supplier and a legally binding contract between Maistro and its customers is established;
2. Cancellation fees (formerly listing fees) - where the project is cancelled after listing and there is an expectation of collection. The Cancellation fee is a mandatory charge when a customer listed a project and decided to close their trading account or not to select an expert;
3. Premium services - comprising wrap around support services for projects;
4. Subscriptions and licenses - for the provision of tiered annual subscriptions to service providers to gain access to high value project opportunities and market insights; the provision of access to Maistro's Software Platform and for the provision of subscriptions of Maistro Data, which analyses the business services landscape including category trends, pricing and timeline forecasts.
Cancellation Fees (formerly Premium Services -
Project Revenue - Unaudited Listing Fees) - Unaudited Unaudited Subscriptions - Unaudited
Six Six Six Six Six Six Six Six
Months Months Year Months Months Months months Year months months
Ended Ended Ended Ended Ended Year Ended Ended ended Ended Ended Ended Year Ended
30 30 30 30 30 30
30 June 30 June 31 Dec June June June June 31 Dec June June
2018 2017 2017 2018 2017 31 Dec 2017 2018 2017 2017 2018 2017 31 Dec 2017
GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP GBP
UK 322,805 78,343 305,142 - - - 2,000 16,670 83,892 6,576 26,212 40,228
USA 4,712 13,700 22,373 - - - - 79 77 327 3,209 3,994
Rest
of
World 256,749 26,387 128,699 - - - - - - 2,512 3,452 7,613
Total 584,266 118,430 456,214 - - - 2,000 16,749 83,969 9,415 32,873 51,835
======== ======== ========== ======= ======= ============== ======= ======= ========== ======= ======= ============
Notes to the Condensed Consolidated Financial Information cont'd
2. Segmental analysis (continued)
The Group operates in three main geographic areas: UK, USA and Rest of the World. Revenue by origin of geographical segment for all entities in the Group is as follows:
Six Months Ended Six Months Ended Year Ended
30 June 2018 30 June 2017 31 December 2017
Unaudited Unaudited Unaudited
GBP GBP GBP
----------------- ----------------- -----------------
UK 331,381 121,225 429,262
USA 5,039 16,988 26,444
Rest of World 259,261 29,839 136,312
----------------- ----------------- -----------------
Total 595,681 168,052 592,018
================= ================= =================
3. Loss from operations
The operating loss as at 30 June 2018 is stated after charging:
Six Months Six Months Year Ended
Ended Ended
30 June 30 June 31 December
2018 2017 2017
Unaudited Unaudited Unaudited
GBP GBP GBP
----------- ----------- ------------
Amortisation of intangibles 394,925 449,427 876,886
Bad debt provision (14,836) (84,135) (5,993)
Depreciation of property, plant and equipment 8,892 4,622 9,563
(Profit)/Loss on disposal of property,
plant and equipment - - 924
Staff costs 631,167 640,443 485,156
Operating lease expense - buildings (6,970) 39,972 79,411
Foreign exchange (gains)/ losses 5,367 (5,084) (2,459)
Other administrative expenses 470,621 477,777 1,056,990
----------- ----------- ------------
Total administrative and other expenses 1,489,166 1,523,022 2,500,478
=========== =========== ============
Notes to the Condensed Consolidated Financial Information cont'd
4. EBITDA
EBITDA is calculated as follows:
Six months Six months Year ended
ended ended
30 June 2018 30 June 31 Dec 2017
2017
Unaudited Unaudited Unaudited
GBP GBP GBP
Earnings from operations (1,414,753) (1,516,960) (2,400,215)
Amortisation of intangibles 394,925 449,427 876,886
Depreciation of property, plant and
equipment 8,892 4,622 9,563
(Profit)/Loss on disposal of property,
plant and equipment - - 924
Foreign exchange gains/(losses) 5,367 (5,083) (2,459)
Share based payments 82,740 89,168 (566,413)
EBITDA (922,829) (978,826) (2,081,714)
============= ============ ============
5. Loss per share
Loss per ordinary share has been calculated using the weighted average number of shares in issue during the relevant financial periods. The basis for calculating the basic loss per share is as follows:
Year Ended
Six Months Six months
Ended Ended
30 June 30 June 31 December
2018 2017 2017
Unaudited Unaudited Unaudited
GBP GBP GBP
------------ ------------- ------------
Weighted average number of shares for
the purpose of earnings per share 177,092,851 47,092,851 95,750,385
Loss after tax (1,353,549) (1,457,507) (2,250,474)
Loss per share (0.01) (0.03) (0.02)
------------ ------------- ------------
Due to the loss in the period the effect of the share options was considered anti-dilutive and hence no diluted loss per share information has been provided.
Notes to the Condensed Consolidated Financial Information cont'd
6. Intangible assets
Trading Software Development Total
Platform
GBP GBP GBP
---------- --------------------- ----------
COST
At 1 January 2017 3,434,473 206,443 3,640,916
Additions - Internal Development 527,224 - 527,224
Additions - External Costs - 2,924 2,924
Disposals - - -
At 31 December 2017 - Unaudited 3,961,697 209,367 4,171,064
Additions - Internal Development 256,596 - 256,596
Additions - External Costs - 448 448
Disposals - - -
At 30 June 2018 - Unaudited 4,218,293 209,815 4,428,108
---------- --------------------- ----------
AMORTISATION
At 1 January 2017 1,767,027 158,728 1,925,755
Charge for period 831,916 44,970 876,886
Disposals - - -
At 31 December 2017 - Unaudited 2,598,943 203,698 2,802,641
Charge for period 391,490 3,435 394,925
At 30 June 2018 - Unaudited 2,990,433 207,133 3,197,566
---------- --------------------- ----------
NET BOOK VALUE
At 30 June 2018 1,227,860 2,682 1,230,542
---------- --------------------- ----------
At 31 December 2017 1,362,754 5,669 1,368,423
---------- --------------------- ----------
Notes to the Condensed Consolidated Financial Information cont'd
7. Trade and other receivables
Six Months Year Ended
Ended
30 June 31 December
2018 2017
Unaudited Unaudited
GBP GBP
----------- ------------
Trade receivables - gross 189,135 210,347
Provision for impairment - (27,528)
----------- ------------
Trade receivables - net 189,135 182,819
Prepayments 120,122 103,896
Accrued Income 117,544 47,739
Other receivables 7,621 52,884
----------- ------------
434,422 387,338
=========== ============
All amounts shown under receivables are due within one year.
8. Loans and borrowings
Six Months Year Ended
Ended
30 June 31 December
2018 2017
Unaudited Unaudited
Unsecured convertible loan note GBP GBP
------------ ------------
Current - 10,000
Total loans and borrowings - 10,000
============ ============
Book value approximate to fair value for the convertible debt and is stated at fair value at initial recognition and at amortised cost subsequently.
The convertible loan notes (referred to as convertible debt II) were issued in 2011 with a coupon rate of 15% at a total face value of US$78,010. The loan notes are either repayable in four years from the issue date at its total face value, with interest accrued and payable as ordinary shares issued in the Company or can be converted at any time within two years into shares at the holder's option. The value of the liability component and the equity conversion component were determined at the date the instrument was issued.
During the period to 31 December 2012 loan note holders converted their loan notes into Ordinary shares of the company. Only one convertible loan note remained outstanding relating to Peter Tahany. There was an ongoing claim relating to the provision of Mr. Tahany's consultancy services from September 2009 to early 2010. During the period, the Board considered the risk of incurring costs relating to this claim remote, and as such wrote off the liability.
Notes to the Condensed Consolidated Financial Information cont'd
8. Loans and borrowings (continued)
There are no cash flow movements arising from loans and borrowings.
Face value Equity Fair value
conversion of liability
reserve
GBP GBP GBP
----------- ------------ --------------
As at 1 January 2018 10,000 5,559 15,559
Accretion in loan note liability value - - -
Amounts written off during the period (10,000) 5,559 (4,441)
----------- ------------ --------------
As at 30 June 2018 - 11,118 11,118
=========== ============ ==============
9. Share capital
Share capital allotted and fully paid up
Ordinary shares of GBP0.01 carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up. The shares are denominated in Pounds Sterling and translated at the historic rate.
The table below shows the movements in share capital for the year:
Number of shares Share Capital GBP Share premium GBP
-------------------------------- -------------------------------- --------------------------------
Six Months Six Months Six Months
Ended Year Ended Ended Year Ended Ended Year Ended
--------------- --------------- --------------- --------------- --------------- ---------------
31 December 31 December 31 December
30 June 2018 2017 30 June 2018 2017 30 June 2018 2017
--------------- --------------- --------------- --------------- --------------- ---------------
Movement in
ordinary share
capital Unaudited Unaudited Unaudited Unaudited Unaudited Unaudited
--------------- --------------- --------------- --------------- --------------- ---------------
Balance at the
beginning of
the period 177,092,851 47,092,851 1,770,926 470,926 24,334,182 22,878,031
Issue of new
shares - 130,000,000 - 1,300,000 - 1,649,693
Share issue
costs - - - - - (193,542)
--------------- --------------- --------------- --------------- --------------- ---------------
Balance at the
end of the
period 177,092,851 177,092,851 1,770,926 1,770,926 24,334,182 24,334,182
=============== =============== =============== =============== =============== ===============
The Group does not hold any treasury shares.
Notes to the Condensed Consolidated Financial Information cont'd
9. Share capital (continued)
The Group has, in 2017, issued securities with warrant rights attached, as follows:
Warrant Rights 1 Warrant Rights 2
--------------------------- ------------------------- -------------------------
Date of Issuance 1(st) August 2017 11(th) October 2017
Number of Ordinary shares
issued 100,000,000 30,000,000
Warrant rights attached 1 warrant per 4 Ordinary 1 warrant per 2 Ordinary
to Ordinary shares shares issued shares issued
Number of warrant rights 25,000,000 15,000,000
Warrant subscription
price GBP0.035 GBP0.06
Initial exercise date 1(st) August 2018 11(th) October 2018
Final exercise date 1(st) August 2019 11(th) October 2019
Form of purchase Cash purchase Cash purchase
10. Share-based payments
The company operates two option schemes, namely an unapproved option scheme and an Enterprise Management Incentive ('EMI') scheme.
In compliance with the requirements of IFRS 2 on share-based payments, the fair value of options granted during the period or which were granted in previous periods but had an extended period before vesting is calculated either using the Black Scholes option pricing model or on the basis of the fair value of remuneration waived in consideration for the grant.
Further, as disclosed in the 2017 Annual Report, options over Ordinary shares were expected to be granted by the Board to David Rowe as part of his incentive-based remuneration package. On 20 March 2018, these options were granted under the following terms:
- Condition A - If the Company's share price averages 10 pence or more for 3 consecutive months from the grant date until 31 December 2019 (inclusive), David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time.
- Condition B - If the Company's share price averages 15 pence or more for 3 consecutive months from the grant date until 31 December 2020 (inclusive), David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time.
- Condition C - If the Company in any financial year from the grant date until 31 December 2021 (inclusive) becomes EBITDA positive, David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time. For the purposes of Condition C, reference to the EBITDA shall be to the earnings before all interest, tax, depreciation, and amortisation for the relevant financial year as stated in the audited financial statements.
Notes to the Condensed Consolidated Financial Information cont'd
10. Share-based payments (continued)
In compliance with the requirements of IFRS 2 on share-based payments, the fair values of the options issued to David Rowe were estimated at the grant date using the share price at the grant date less the exercise price, multiplied by the probabilities of vesting, which reflect the market vesting conditions. The market vesting probabilities were determined using an adjusted form of the Black-Scholes model, which includes a Monte Carlo simulation process that takes into account the terms and conditions on which the options were granted (the exercise price, the term of the option, the share price at the grant date, the vesting conditions, the expected volatility of the underlying share, the expected dividend yield, and the short-term risk-free rate over the term of the option).
Six Months Six Months Year Ended
Ended Ended
31 December
30 June 2018 30 June 2017 2017
Unaudited Unaudited Unaudited
GBP GBP GBP
In the Statement of Comprehensive
Income, the Company recognised the
following charge in respect of its
share-based payment plans: 82,740 89,168 (566,413)
============== ============= ============
Notes to the Condensed Consolidated Financial Information cont'd
11. Related party transactions
The following payments were made to related parties during the period:
Six Months Ended Six Months
Ended
30 June 2018 30 June 2017
Unaudited Unaudited
GBP GBP
------------------ -------------
Consultancy fees(1) - 21,323
- 21,323
---------------------------------------- -------------
Out of above balances outstanding at period end in trade payables and accruals are GBPnil (30 June 2017: GBPnil).
1 Consultancy fees of GBPnil (Six months ended 30 June 2017: GBP21,323) were paid to Revviva LLC, a company in which K Cardinale has an interest. These were paid for K Cardinale's director services.
Revenue or other related receipts from key management personnel (including Directors):
Six Months Ended Six Months
Ended
30 June 2018 30 June 2017
Unaudited Unaudited
GBP GBP
------------------ -------------
Project revenue(1,2) - 2,483
- 2,483
----------------------------------------- -------------
1 Project revenue includes GBPnil (Six months to 30 June 2017: GBP515) revenue recognised for projects carried out on behalf of Letts Estates Limited, a company in which Philip Letts has an interest. The projects were carried out on an arms-length basis. There are no amounts outstanding to or from the company at the period end.
2 Project revenue includes GBPnil (Six months to 30 June 2017: GBP1,968) revenue recognised for projects carried out on behalf of Tanfield Limited, a company in which Richard Bourne-Arton has an interest. The projects were carried out on an arms-length basis. There are no amounts outstanding to or from the company at the period end.
Notes to the Condensed Consolidated Financial Information cont'd
11. Related party transactions (continued)
The following loans are due (to)/from Directors:
Six Months Ended Year Ended
30 June 2018 31 December 2017
Unaudited Unaudited
P Letts: GBP GBP
------------------ -----------------
Opening balance - (12,739)
Amounts advanced from the Group - 12,774
Expenses incurred on behalf of the Group - (3,008)
Exchange adjustments - 2,973
------------------ -----------------
Closing balance - -
================== =================
Notes to the Condensed Consolidated Financial Information cont'd
11. Related party transactions (continued)
The Directors hold the following warrants, in the capacity of a shareholder, rather than in the capacity of a director providing services.
2018 2017 2017 2017
Warrant Issue Warrant Issue
No. Warrants 1* 2* Total Warrants
-------------- -------------- -------------- ---------------
Laurence Cook (1) - - - -
-------------- -------------- -------------- ---------------
Ian Cleverly(9) - - - -
-------------- -------------- -------------- ---------------
David Rowe (2,3) - 2,142,857 1,250,000 3,392,857
-------------- -------------- -------------- ---------------
Preeti Mardia (2,3) - 214,286 250,000 464,286
-------------- -------------- -------------- ---------------
Richard Rae (2,3) - 1,071,429 500,000 1,571,429
-------------- -------------- -------------- ---------------
Richard Croft (2,3,4) - 357,143 250,000 607,143
-------------- -------------- -------------- ---------------
Philip Letts (5) - - - -
-------------- -------------- -------------- ---------------
Kara Cardinale (6) - 69,159 - 69,159
-------------- -------------- -------------- ---------------
Timothy Allen (7) - - - -
-------------- -------------- -------------- ---------------
Richard Bourne-Arton
(3, 8) - - - -
-------------- -------------- -------------- ---------------
David John Sherriff
(3,6) - 103,739 - 103,739
-------------- -------------- -------------- ---------------
Roger de Peyrecave
(3,6) - 34,580 - 34,580
-------------- -------------- -------------- ---------------
Robert Wirszycz (3,6) - - - -
-------------- -------------- -------------- ---------------
Total - 3,993,193 2,250,000 6,243,193
-------------- -------------- -------------- ---------------
* See Note 9 for specific warrant terms
1 Appointed 7 August 2017 2 Appointed 10 July 2017 3 Non-Executive Director 4 Company Secretary 5 Resigned 1 August 2017 6 Resigned 10 July 2017 7 Resigned 28 July 2017 8 Resigned 31 January 2017 9 Appointed 9 April 2018
Notes to the Condensed Consolidated Financial Information cont'd
11. Related party transactions (continued)
The following share options were granted to David Rowe on 20(th) March 2018 as part of his incentive-based remuneration package:
- Condition A - If the Company's share price averages 10 pence or more for 3 consecutive months from the grant date until 31 December 2019 (inclusive), David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time.
- Condition B - If the Company's share price averages 15 pence or more for 3 consecutive months from the grant date until 31 December 2020 (inclusive), David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time.
- Condition C - If the Company in any financial year from the grant date until 31 December 2021 (inclusive) becomes EBITDA positive, David Rowe will be entitled to subscribe for Ordinary Shares equivalent to 2.5% of the Company's issued share capital at that time. For the purposes of Condition C, reference to the EBITDA shall be to the earnings before all interest, tax, depreciation, and amortisation for the relevant financial year as stated in the audited Financial Statements.
In the Statement of Comprehensive Income, the Company recognised the following charge in respect of share options relating to David Rowe's incentive-based remuneration package:
Six Months Ended Six Months
Ended
30 June 2018 30 June 2017
Unaudited Unaudited
GBP GBP
----------------- -------------
Share option cost 66,055 -
66,055 -
------------------ ----------------- -------------
Notes to the Condensed Consolidated Financial Information cont'd
12. Events after the reporting date
There are no disclosable events following the reporting date.
13. Control
There is no ultimate controlling party
Statement of Directors' Responsibilities
We confirm that to the best of our knowledge:
--the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;
--the interim management report includes a fair review of the information required by:
(a)DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b)DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so
The directors of Maistro plc are listed in and are unchanged from those disclosed in the Maistro plc Annual Report for 31 December 2017, with the exception of Ian Cleverly, who was appointed to the Board on 9 April 2018.
By order of the Board
David Rowe
Chairman
David Rowe
27(th) September 2018
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 GMGZLFVZGRZZ
(END) Dow Jones Newswires
September 27, 2018 02:02 ET (06:02 GMT)
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