Share Name Share Symbol Market Type Share ISIN Share Description
Universe Group Plc LSE:UNG London Ordinary Share GB0009483594 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 5.375 5.25 5.50 5.375 5.375 5.375 50,469 08:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Support Services 19.9 0.8 0.4 15.4 14

Universe Group PLC Interim Results

25/09/2019 7:00am

UK Regulatory (RNS & others)


Universe (LSE:UNG)
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2 Months : From Sep 2019 to Nov 2019

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TIDMUNG

RNS Number : 5250N

Universe Group PLC

25 September 2019

25 September 2019

AIM: UNG.L

Universe Group plc

("Universe", the "Company" or the "Group")

INTERIM RESULTS

FOR THE SIX MONTHSED 30 JUNE 2019

Universe Group plc (AIM: UNG.L), a leading developer and supplier of point of sale, payment and loyalty systems, is pleased to announce its unaudited interim results for the six months to 30 June 2019.

Highlights

   --     Revenues up 7.3% to GBP9.92 million (H1 2018: GBP9.25 million) 
   --     Adjusted EBITDA GBP1.39 million (H1 2018: GBP0.98 million) 
   --     Operating profit GBP0.28 million (H1 2018: GBP0.17 million) 
   --     Earnings per share 0.07 pence (H1 2018: 0.06 pence) 
   --     Net cash inflow from operations GBP1.70 million (H1 2018: GBP1.98 million) 

-- Acquisition on 3 April 2019 of Celtech is a class-leading developer of cloud-based retail and wholesale management solutions ("RMS") for GBP4.96 million. Celtech develops and sells its RMS, called "ab-initio", to wholesale and retail customers in the UK and Ireland. The deal was funded out of the Group's existing cash resources and GBP5.00 million of new banking facilities from HSBC

Andrew Blazye, Non-Executive Chairman of Universe, commented:

"We are encouraged to see that revenues across the Group's activities for the first half show both organic and acquisition driven growth on the same period last year. We have secured further important contracts with two existing major clients and we are pleased with the progress made in integrating Celtech into the wider Group. We are already starting to benefit from the acquisition synergies.

Our payment and loyalty operations continue to perform well and we are positioning the newly acquired ab-initio platform at the forefront of our expanded RMS offering. We continue to be cash generative under-pinned by material recurring revenues.

We are, as previously stated, also a second half weighted business, dependent on a small number of high value projects. However, we are confident that, with the investments we have made into the business, we are well positioned for growth in 2019 and beyond."

 
 For further information: 
 Universe Group plc                      T: +44 2380 689 510 
  Andrew Blazye, Non-Executive 
  Chairman 
  Jeremy Lewis, Chief Executive 
  Officer 
  Daryl Paton, Chief Financial 
  Officer 
 finnCap                                 T: +44 2072 200 500 
  Stuart Andrews (corporate finance) 
  Richard Chambers (corporate broking) 
 
 IFC Advisory                            T: +44 203 934 6630 
 Tim Metcalfe 
  Graham Herring 
  Florence Chandler 
 

CHAIRMAN'S STATEMENT

Financial Results

We report below the Company's results for the six months ended 30 June 2019.

Introduction

On 3 April 2019 the Company acquired 95% of the issued share capital of Camden Technology Investments Limited and its subsidiaries, each trading as Celtech ("Celtech"), for an initial cash consideration of EUR4.48 million and the issue of 22,842,785 new shares in Universe representing 8.95% of the issued share capital of the Company as enlarged by the issue of these shares.

The acquisition was funded out of existing cash resources and a new 4-year, GBP3.50 million term loan and a new 3-year, GBP1.50 million revolving credit facility with HSBC.

The results for the period include the post-acquisition trading activity of the acquired businesses.

Profit & Loss

Revenues for the first half were up 7.3% to GBP9.92 million (H1 2018: GBP9.25 million). This reflected like-for-like growth of 2.5% in the core HTEC business to GBP9.48 million (2018: GBP9.25 million) and the 3-month, post-acquisition contribution from the Celtech acquisition.

Whilst revenues are up on the comparative figures for 2018 and profits broadly in line, as in the prior year, results for the full year are again expected to be heavily weighted towards the second half.

The increase in revenue has come mainly from data services, up 28.9% to GBP2.63 million (H1 2018: GBP2.04 million) and consultancy and licence maintenance, up 26.1% to GBP2.48 million (H1 2018: GBP1.96 million). The data service increase is mainly due to a customer's ongoing, large, managed service security project and the consultancy and licence maintenance increase is largely due to the inclusion of the post-acquisition results of Celtech.

This improved revenue performance resulted in gross profits increasing to GBP5.55 million (H1 2018: GBP4.34 million) and an improved gross margin to 56.0% (H1 2018: 46.9%) due to the change in sales mix towards higher margin data services and consultancy and licence maintenance.

Administrative expenses rose 26.2% to GBP5.27 million (H1 2018: GBP4.17 million). This reflected a like-for-like increase of 13.5% or GBP0.57 million in the core HTEC business. Of this, GBP0.06 million related to the adoption of IFRS 16, GBP0.14 million was a net increase in depreciation and amortisation and GBP0.15 million was Celtech acquisition expenses. The underlying increase in the HTEC business was therefore 5.3% which largely relates to an increase in expensed research and development. Expensed research and development for the period was GBP2.14 million (H1 2018: GBP1.69 million).

Earnings before interest, taxes, share-based payments, depreciation, amortisation, acquisition costs expensed and excluding depreciation on right-of-use assets ('adjusted EBITDA excluding depreciation on right-of-use assets') was GBP1.39 million (H1 2018: GBP0.98 million).

Operating profit was GBP0.28 million (H1 2018: GBP0.17 million).

Net finance expense was GBP0.10 million (H1 2018: GBP0.04 million) and included 3 months of interest on the GBP3.50 million HSBC 4-year term loan as well as notional interest on the right-of-use assets (see note 10).

The underlying tax charge for the period was GBP0.00 million (H1 2018: credit GBP0.00 million).

Earnings per share for the period were 0.07 pence (H1 2018: 0.06 pence).

Balance sheet and cash flow

The balance sheet at 30 June 2019 remains strong. Like for like net current assets (excluding the impact of IFRS 16, Leases) were GBP4.21 million (31 December 2018: GBP4.90 million) and like for like non-current liabilities (excluding the impact of IFRS 16, Leases) were GBP3.07 million (31 December 2018: GBP0.94 million). Both net current assets and non-current liabilities now include the assets and liabilities of Celtech and the remainder of the HSBC GBP3.50 million term loan.

Cash flow from operating activities in the half year was GBP1.70 million (H1 2018: GBP1.98 million) with the cash generated largely reinvested into the business as product development, capital expenditure or debt repayment. The net cash outlay (cash paid less cash in the acquired business) for Celtech was GBP2.88 million. Cash balances at 30 June 2019 were GBP3.38 million compared to GBP2.72 million at 31 December 2018.

Investment in the core business continued with capitalised development costs of GBP0.58 million (H1 2018: GBP0.82 million) focused on our next generation of retail systems.

Capital expenditure in the period was GBP0.22 million (H1 2018: GBP0.23 million).

Net debt (excluding debt associated with right-of-use assets, IFRS 16 and capitalised loan fees) at 30 June 2019 was GBP0.31 million (31 December 2018: net cash GBP1.92 million).

Outlook

We are encouraged to see that revenues across the Group's activities for the first half show both organic and acquisition driven growth on the same period last year. We have secured further important contracts with two existing major clients and we are pleased with the progress made in integrating Celtech into the wider Group. We are already starting to benefit from the acquisition synergies.

Our payment and loyalty operations continue to perform well and we are positioning the newly acquired ab-initio platform at the forefront of our expanded RMS offering. We continue to be cash generative under-pinned by material recurring revenues.

We are, as previously stated, also a second half weighted business, dependent on a small number of high value projects. However, we are confident that, with the investments we have made into the business, we are well positioned for growth in 2019 and beyond.

Andrew Blazye

Non-Executive Chairman

25 September 2019

Universe Group plc

Condensed Statement of Total Comprehensive Income (unaudited)

for the 6 months ended 30 June 2019

 
                                            Six months   Six months     Year ended 
                                              ended 30     ended 30    31 December 
                                             June 2019    June 2018           2018 
                                               GBP'000      GBP'000        GBP'000 
 Continuing operations 
 
 Revenue                                         9,922        9,246         19,892 
 Cost of sales                                 (4,369)      (4,907)       (10,298) 
                                           -----------  -----------  ------------- 
 Gross profit                                    5,553        4,339          9,594 
 Administrative expenses                       (5,269)      (4,168)        (8,684) 
                                           -----------  -----------  ------------- 
 Operating profit                                  284          171            910 
 
 Net finance expense (see note 10)               (103)         (43)           (74) 
                                           -----------  -----------  ------------- 
 Profit before taxation                            181          128            836 
 
 Taxation                                            -            -           (31) 
                                           -----------  -----------  ------------- 
 Profit and total comprehensive income 
  for the period                                   181          128            805 
                                           -----------  -----------  ------------- 
 
 
 Total comprehensive income attributable 
  to: 
 Owners of the parent                              189          128            805 
 Non-controlling interest                          (8)            -              - 
                                           -----------  -----------  ------------- 
 Profit and total comprehensive income 
  for the period                                   181          128            805 
                                           -----------  -----------  ------------- 
 
 
 Earnings per share (see note 8)                 Pence        Pence          Pence 
 
 Basic EPS                                        0.07         0.06           0.35 
 Diluted EPS                                      0.07         0.05           0.33 
                                           -----------  -----------  ------------- 
 
 
 Condensed Consolidated Statement 
  of Changes in Equity 
 
 At start of period                             23,982       23,161         23,161 
 Profit and total comprehensive income 
  for the period                                   181          128            805 
 Share issue net of expenses                     1,120            2              1 
 Share-based payments                                2            9             15 
 At end of period                               25,285       23,300         23,982 
                                           ===========  ===========  ============= 
 

Universe Group plc

Condensed Consolidated Balance Sheet (unaudited)

as at 30 June 2019

 
                                             30 June    30 June   31 December 
                                                2019       2018          2018 
                                             GBP'000    GBP'000       GBP'000 
 Non-current assets 
 Goodwill and other intangibles               18,025     13,894        13,877 
 Development costs                             4,039      3,914         4,079 
 Property, plant and equipment                 2,047      2,234         2,067 
 Right-of-use assets                           2,627          -             - 
                                              26,738     20,042        20,023 
                                       -------------  ---------  ------------ 
 Current assets 
 Inventories                                   1,326      1,441         1,210 
 Trade and other receivables                   7,343      4,536         6,294 
 Current tax asset                                 -          -           159 
 Cash and cash equivalents                     3,376      3,374         2,717 
                                              12,045      9,351        10,380 
                                       -------------  ---------  ------------ 
 
 Total assets                                 38,783     29,393        30,403 
                                       -------------  ---------  ------------ 
 
 Current liabilities 
 Trade and other payables                    (6,451)    (4,615)       (4,904) 
 Borrowings                                  (1,109)      (631)         (579) 
 Borrowings - right-of-use assets            (1,033)          -             - 
 Deferred consideration                        (274)          -             - 
                                             (8,867)    (5,246)       (5,483) 
 Non-current liabilities 
 Borrowings                                  (2,344)      (316)         (217) 
 Borrowings - right-of-use assets            (1,566)          -             - 
 Deferred tax                                  (721)      (531)         (721) 
                                             (4,631)      (847)         (938) 
 
 Total liabilities                          (13,498)    (6,093)       (6,421) 
                                       -------------  ---------  ------------ 
 
 Net assets                                   25,285     23,300        23,982 
                                       -------------  ---------  ------------ 
 
 Equity 
 Share capital                                 2,552      2,323         2,323 
 Capital redemption reserve                    4,588      4,588         4,588 
 Share premium                                13,953     13,063        13,062 
 Merger reserve                                2,269      2,269         2,269 
 Translation reserve                           (225)      (225)         (225) 
 Retained earnings                             2,156      1,282         1,965 
                                       -------------  ---------  ------------ 
 Total equity attributable to equity 
  shareholders                                25,293     23,300        23,982 
 Non-controlling interest                        (8)          -             - 
 Total equity attributable to equity 
  shareholders                                25,285     23,300        23,982 
                                       -------------  ---------  ------------ 
 

Universe Group plc

Condensed Consolidated Cash Flow Statement (unaudited)

for the six months ended 30 June 2019

 
                                             Six months   Six months     Year ended 
                                               ended 30     ended 30    31 December 
                                              June 2019    June 2018           2018 
                                                GBP'000      GBP'000        GBP'000 
 
 Net cash flows from operating activities 
 Profit before taxation                             181          128            836 
 Depreciation and amortisation                      956          802          1,728 
 Right-of-use asset adjustment                     (63)            -              - 
 Share-based payments                                 2            9             15 
 Net finance expense                                103           43             74 
                                            -----------  -----------  ------------- 
                                                  1,179          982          2,653 
 
 (Increase)/decrease in inventories               (116)         (32)            199 
 (Increase)/decrease in receivables               (128)        1,018          (740) 
 (Decrease)/increase in payables                    731           55            344 
 Net interest paid                                 (53)         (43)           (74) 
 Tax (paid)/received                                 86            -              - 
 Net cash inflow from operating 
  activities                                      1,699        1,980          2,382 
                                            -----------  -----------  ------------- 
 
 Cash flows from investing activities 
 Acquisition of subsidiary undertakings         (2,880)            -              - 
 Purchase of property, plant & equipment          (223)        (226)           (66) 
 Expenditure on capitalised product 
  development                                     (575)        (820)        (1,609) 
 Net cash outflow from investing 
  activities                                    (3,678)      (1,046)        (1,675) 
                                            -----------  -----------  ------------- 
 
 Cash flow from financing activities 
 Proceeds from issue of shares                        -            2              1 
 Repayments of obligations under 
  finance leases                                  (397)        (367)          (796) 
 Repayment of loans                               (219)         (80)           (80) 
 Fees associated with new loans                   (246)            -              - 
 New loans raised                                 3,500            -              - 
 Net cash outflow from financing 
  activities                                      2,638        (445)          (875) 
                                            -----------  -----------  ------------- 
 
 Increase/(decrease) in cash and 
  cash equivalents                                  659          489          (168) 
 Cash and cash equivalents at beginning 
  of period                                       2,717        2,885          2,885 
 
 Cash and cash equivalents at end 
  of period                                       3,376        3,374          2,717 
                                            -----------  -----------  ------------- 
 
 Net debt (excluding debt associated 
  with right-of-use assets, IFRS 
  16 and capitalised loan fees) 
 Finance leases                                   (403)        (947)          (796) 
 Loans                                          (3,281)            -              - 
 Net (debt)/cash                                  (308)        2,427          1,921 
                                            -----------  -----------  ------------- 
 
 
 Universe Group plc 
 Notes to Condensed Consolidated financial statements for six 
  months ended 30 June 2019 
 
 1. The interim financial statements, which are unaudited, have 
  been prepared on the basis of the accounting policies expected 
  to apply for the financial year to 31 December 2019 and in 
  accordance with the recognition and measurement principles 
  of International Financial Reporting Standards (IFRSs) as endorsed 
  by the European Union. With the exception of IFRS 16: Leases, 
  the accounting policies applied in the preparation of these 
  interim financial statements are consistent with those used 
  in the financial statements for the year ended 31 December 
  2018. 
 
  The interim financial statements do not include all of the 
  information required for full annual financial statements and 
  do not comply with all the disclosures in IAS 34 'Interim Financial 
  Reporting'. Accordingly, whilst the interim statements have 
  been prepared in accordance with IFRSs, they cannot be construed 
  as being in full compliance with IFRSs. 
 
  Leases 
  The Group has adopted IFRS 16 'Leases' (hereinafter referred 
  to as 'IFRS 16') with effect from 1 January 2019 under which 
  leases will be recorded in the statement of financial position 
  in the form of a right-of-use asset and a lease liability. 
 
  The Group has adopted IFRS 16 retrospectively from 1 January 
  2019 but has not restated comparatives for the 2018 reporting 
  period, as permitted under the specific transitional provisions 
  in the standard. The reclassifications and the adjustments 
  arising from the new leasing rules are therefore recognised 
  in the opening balance sheet on 1 January 2019. 
 
  For any new contracts entered into on or after 1 January 2019, 
  the Group considers whether a contract is, or contains a lease. 
  A lease is defined as 'a contract, or part of a contract, that 
  conveys the right to use an asset (the underlying asset) for 
  a period of time in exchange for consideration'. 
 
  At lease commencement date, the Group recognises a right-of-use 
  asset and a lease liability on the 
  balance sheet. The right-of-use asset is measured at cost, 
  which is made up of the initial measurement of the lease liability, 
  any initial direct costs incurred by the Group, an estimate 
  of any costs to dismantle and remove the asset, or restore 
  a property, at the end of the lease, and any lease payments 
  made in advance of the lease commencement date (net of any 
  incentives received). 
 
  The Group depreciates the right-of-use assets on a straight-line 
  basis from the lease commencement date to the earlier of the 
  end of the useful life of the right-of-use asset or the end 
  of the lease term. The Group also assesses the right-of-use 
  asset for impairment when such indicators exist. 
 
  At the commencement date, the Group measures the lease liability 
  at the present value of the lease payments unpaid at that date, 
  discounted using the interest rate implicit in the lease if 
  that rate is readily available or the Group's incremental borrowing 
  rate. 
 
  Lease payments included in the measurement of the lease liability 
  are made up of fixed payments 
  (including in substance fixed), variable payments based on 
  an index or rate, amounts expected to be payable under a residual 
  value guarantee and payments arising from options reasonably 
  certain to be exercised. 
 
  Subsequent to initial measurement, the liability will be reduced 
  for payments made and increased for interest. It is remeasured 
  to reflect any reassessment or modification, or if there are 
  changes in in substance fixed payments. 
 
  When the lease liability is remeasured, the corresponding adjustment 
  is reflected in the right-of-use asset, or profit and loss 
  if the right-of-use asset is already reduced to zero. 
 
  The Group has elected to account for short-term leases and 
  leases of low-value assets using the practical expedients. 
  Instead of recognising a right-of-use asset and lease liability, 
  the payments in relation to these are recognised as an expense 
  in profit or loss on a straight-line basis over the lease term. 
 
  In the statement of financial position, for these interim accounts, 
  the right-of-use assets and lease 
  liabilities have been included separately in the statement. 
 
  The impact on the consolidated statement of comprehensive income 
  is an increase in profit before tax of GBP0.03 million as the 
  pre-IFRS 16 rental charge is replaced by a depreciation charge 
  and interest cost. There is no net impact on the opening balance 
  sheet and the balance sheet at 30 June 2019 shows the assets 
  and liabilities associated with the right-of-use assets separately. 
  There has been no impact on cash flows. 
 
   2. The financial information for the year ended 31 December 
   2018 does not constitute statutory accounts as defined in section 
   434 of the Companies Act 2006. A copy of the statutory accounts 
   for that year has been delivered to the Registrar of Companies. 
   The auditors' report on those accounts was not qualified and 
   did not contain statements under section 498 (2) or (3) of 
   the Companies Act 2006. 
 
 3. The Directors believe the Group is well placed to manage 
  its business risks successfully. The Group's forecasts and 
  projections, taking account of reasonably possible changes 
  in trading conditions show that the Group should be able to 
  operate within the level of its facilities. After making enquiries 
  the Directors have a reasonable expectation that the Group 
  will have adequate resources to continue in operational existence 
  for the foreseeable future (being a period of at least 12 months 
  from the date of this report). Accordingly, they continue to 
  adopt the going concern basis in preparing the interim condensed 
  financial statements. 
 
 4. The half year results were neither audited nor reviewed 
  by the auditors. The interim financial information has been 
  prepared on the basis of accounting policies set out in the 
  Group's statutory accounts for the year ended 31 December 2018. 
 
 5. Turnover analysis 
 
 All turnover arises within the HTEC Solutions 
  business segment. 
                                                                                       Six months   Six months     Year ended 
                                                                                         ended 30     ended 30    31 December 
                                                                                        June 2019    June 2018           2018 
                                                                                          GBP'000      GBP'000        GBP'000 
 
 Software licences and hardware                                                             1,196        1,289          3,644 
 Service and installations                                                                  3,621        3,954          8,184 
 Data services                                                                              2,628        2,039          4,117 
 Consultancy and license maintenance                                                        2,477        1,964          3,947 
                                                                                            9,922        9,246         19,892 
                                                                 --------------------------------  -----------  ------------- 
 
 
 
 
 
 6. Operating profit and adjusted 
  EBITDA 
 
                                                 Six months   Six months             Year ended 
                                                   ended 30     ended 30            31 December 
                                                  June 2019    June 2018                   2018 
                                                    GBP'000      GBP'000                GBP'000 
 
 Revenue                                              9,922        9,246                 19,892 
 Cost of sales                                      (4,369)      (4,907)               (10,298) 
                                            ---------------  -----------      ----------------- 
 Gross profit                                         5,553        4,339                  9,594 
 
 Administrative expenses                            (5,269)      (4,168)                (8,684) 
                                            ---------------  -----------      ----------------- 
 Operating profit                                       284          171                    910 
 
 Add back: 
  Depreciation on owned assets                          295          431                    716 
  Depreciation on right-of-use assets                   369            -                      - 
  Amortisation                                          661          371                  1,012 
  Share-based payments                                    2            9                     15 
  Acquisition costs expensed                            149            -                      - 
 Adjusted EBITDA                                      1,760          982                  2,653 
                                            ---------------  -----------      ----------------- 
 
 Adjusted EBITDA (excluding depreciation 
  on right-of-use assets                              1,391          982                  2,653 
                                            ---------------  -----------      ----------------- 
 
 
 7. Taxation 
                                                 Six months   Six months           Year ended31 December2018 
                                                   ended 30     ended 30 
                                                  June 2019    June 2018 
                                                    GBP'000      GBP'000                               GBP'000 
 
 Current tax: 
 Current year charge/(credit)                             -            -                                     - 
 Adjustments to tax charge in respect 
  of previous periods                                     -            -                                 (158) 
                                            ---------------  -----------  ------------------------------------ 
                                                          -            -                                 (158) 
 
 Deferred tax: 
 Current year                                             -            -                                   218 
 Adjustments to tax charge in respect 
  of previous periods                                     -            -                                  (29) 
                                            ---------------  -----------  ------------------------------------ 
                                                          -            -                                   189 
 
 Total tax (credit)/charge                                -            -                                    31 
                                            ---------------  -----------  ------------------------------------ 
 
 
 
 
 
 8. Earnings per share 
 
 Earnings per share is calculated by reference to the results 
  and the weighted average of 243,454,819 shares in issue during 
  the period (H1 2018: 232,277,000, FY 2018: 232,313,661). Diluted 
  earnings per share is calculated by reference to the results 
  and the weighted average of 266,673,979 shares in issue during 
  the period (H1 2018: 237,105,000, FY 2018: 240,915,462). The 
  number of shares in issue at 30 June 2019 was 255,191,720. 
 
 9. Operating segments 
 
 The Group has one business segment. All material operations 
  and assets are in the UK and Ireland. The trading segment is 
  HTEC Solutions ('Solutions'). Solutions provides hardware, software, 
  payment and service solutions into the UK and Ireland petrol 
  and convenience store markets and loyalty solutions across Europe. 
 6 months ended 30 June 2019 
                                                        Solutions        Corporate                 Total 
                                                          GBP'000          GBP'000               GBP'000 
 Revenue - all external                                     9,922                -                 9,922 
                                                  ---------------  ---------------      ---------------- 
 Gross profit                                               5,553                -                 5,553 
 Segment expenses                                         (5,269)                -               (5,269) 
                                                  ---------------  ---------------      ---------------- 
 Segmental operating profit                                   284                -                   284 
 Net finance expense                                                                               (103) 
 Taxation                                                                                              - 
 Profit for the period                                                                               181 
                                                                                        ---------------- 
 
 6 months ended 30 June 2018 
                                                        Solutions        Corporate                 Total 
                                                          GBP'000          GBP'000               GBP'000 
 Revenue - all external                                     9,246                -                 9,246 
                                                  ---------------  ---------------      ---------------- 
 Gross profit                                               4,339                -                 4,339 
 Segment expenses                                         (3,960)            (208)               (4,168) 
                                                  ---------------  ---------------      ---------------- 
 Segmental operating profit                                   379            (208)                   171 
 Net finance expense                                                                                (43) 
 Taxation                                                                                              - 
 Profit for the period                                                                               128 
                                                                                        ---------------- 
 
 
 Year ended 31 December 2018 
                                                        Solutions        Corporate                 Total 
                                                          GBP'000          GBP'000               GBP'000 
 Revenue - all external                                    19,892                -                19,892 
                                                  ---------------  ---------------      ---------------- 
 Gross profit                                               9,594                -                 9,594 
 Segment expenses                                         (8,440)            (244)               (8,684) 
                                                  ---------------  ---------------      ---------------- 
 Segmental operating profit                                 1,154            (244)                   910 
 Net finance expense                                                                                (74) 
 Taxation                                                                                           (31) 
 Profit for the period                                                                               805 
                                                                                        ---------------- 
 
 
   10. Net finance expense 
                                                       Six months       Six months              Year ended 
                                                         ended 30         ended 30             31 December 
                                                        June 2019        June 2018                    2018 
                                                          GBP'000          GBP'000                 GBP'000 
 
 Interest receivable on bank deposits                           9                6                      14 
 Finance income                                                 9                6                      14 
                                                  ---------------  ---------------      ------------------ 
 
 Interest payable on bank loans 
  and overdrafts                                              (5)              (5)                    (10) 
 Interest payable on finance leases                          (22)             (31)                    (65) 
 Other interest                                              (35)             (13)                    (13) 
 Amortisation of loan fees                                   (15)                -                       - 
 Notional interest on operating                              (35)                -                       - 
  leases right-of-use assets 
                                                  ---------------  ---------------      ------------------ 
 Finance expense                                            (112)             (49)                    (88) 
 
 Net finance expense                                        (103)             (43)                    (74) 
                                                  ---------------  ---------------      ------------------ 
 
 
 
 
 11. Acquisitions during the 
  year 
 Camden Technologies Limited 
 On 3 April 2019 the Group acquired 95% of the issued share capital 
  of Camden Technology Investments Limited ("Camden Technology") and 
  its subsidiaries, each trading as Celtech ("Celtech"), for an initial 
  cash consideration of EUR4.48 million and the issue (out of existing 
  AGM authorities) of 22,842,785 new shares in Universe representing 
  8.95% of the issued share capital of the Company as enlarged by 
  the issue of these shares, (the "Acquisition"). The issued shares 
  are subject to a 12-month lock-in period. 
 
 The total initial consideration due, at the Company's closing share 
  price on 2 April 2019 and assuming a EUR/GBP exchange rate of 1.17, 
  is GBP4.96 million. In addition, the remaining 5% of the shares 
  in Camden Technology are subject to a put and call option exercisable 
  after 1 year at a cost of EUR0.32 million, payable in cash in April 
  2020. 
 
  The Acquisition was funded out of existing cash resources and a 
  new 4-year, GBP3.50 million term loan and a 3-year, GBP1.50 million 
  revolving credit facility with HSBC which has not been drawn at 
  30 June 2019. 
 
 Celtech's ab-initio software product is a class-leading, cloud-based 
  RMS offering that gives large, multi-site operators a uniquely powerful 
  modular suite operating in real-time and allowing them to control 
  all aspects of their business with full reporting, insights and 
  analytics. As such, it meets the needs of Universe's larger customers 
  and broadens the Group's customer base in the UK and Ireland with 
  additional high-profile retailers. 
 
 Details of the provisional fair value of identifiable assets and 
  liabilities acquired and purchase consideration are as follows: 
 
                                                                        Fair value 
                                                                           GBP'000 
 Goodwill and intangible fixed 
  assets                                                                     4,164 
 Property, plant and equipment                                                  81 
 Right-of-use assets                                                           365 
 Receivables                                                                   242 
 Other debtors                                                                 680 
 Cash                                                                          958 
 Payables                                                                     (84) 
 Other creditors                                                             (125) 
 Deferred revenue                                                            (607) 
 Corporation tax                                                              (73) 
 Finance leases                                                                (5) 
 Borrowings - right-of-use 
  assets                                                                     (365) 
                                                   ------------------------------- 
                                                                             5,231 
                                                   ------------------------------- 
 
 Fair value of consideration 
  paid: 
 
 Cash                                                                        3,838 
 Shares issued                                                               1,119 
 Deferred consideration                                                        274 
                                                   ------------------------------- 
 Total consideration                                                         5,231 
                                                   ------------------------------- 
 
 
 

12. Copies of the interim report will be available from the Company's head and registered office: Southampton International Park, George Curl Way, Southampton, SO18 2RX, and on the Company's website, www.universeplc.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 PGUBCBUPBGAC

(END) Dow Jones Newswires

September 25, 2019 02:00 ET (06:00 GMT)

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