TIDMDSW

RNS Number : 6526U

DSW Capital PLC

27 November 2023

27 November 2023

DSW CAPITAL PLC

("DSW Capital", "DSW" or the "Group")

(AIM:DSW)

Half Year Results

Resilient performance with M&A activity levels returning towards more normal levels

DSW Capital, a profitable, mid-market, challenger professional services licence network and owner of the Dow Schofield Watts brand, is pleased to announce its half year results for the six-month period ended 30 September 2023 ("H1 24" or the "Period").

The Group delivered a resilient performance in H1 24, under challenging market conditions which dominated trading in the first four months of the Period. The Group's licensees reported a return towards more normalised levels of M&A activity over the last two months of the Period, with activity levels continuing to improve post Period end, suggesting that the low point in the cycle may have passed.

Financial highlights

 
 --   Network Revenue 25.3% lower at GBP7.3m (H1 23: GBP9.8m), 
       reflecting subdued M&A activity 
 --   Total income from licensees was 30.9% lower at GBP1.1m (H1 
       23: GBP1.6m) 
 --   Adjusted Pre-Tax Profit reduced to GBP0.2m (H1 23: GBP0.9m), 
       after increased investment of GBP0.2m to capitalise on increasingly 
       favourable recruitment conditions 
 --   Statutory Loss before tax of GBP0.1m (H1 23: GBP0.6m Profit) 
 --   Cash of GBP2.8m (FY23: GBP4.6m), after the investment of 
       GBP0.9m in Bridgewood, dividend payment of GBP0.4m and breakout 
       incentives of GBP0.2m to new partners 
 --   Net cash used by operations of GBP0.3m, comprising start 
       up loans and working capital support provided to new licensees. 
       Lock up remains low at 33 days (FY23: 27 days), contributing 
       to a strong balance sheet with Net Assets of GBP7.6m (FY23: 
       GBP7.9m) 
 --   Interim dividend of 1.25p per share, representing one third 
       of the intended full year dividend (FY23: 3.76p). We intend 
       to maintain our progressive dividend policy. 
 

Operational highlights

 
 --   Fee Earners increased to 104 at the Period end (H1 23: 93), 
       up 11.8% YoY, with Partner numbers increasing 20% from 40 
       to 48 
 --   An additional Corporate Recovery licensee was added in July, 
       with DSW supporting the MBO of Bridgewood 
 --   Tax advisory capabilities, a target for the Group, were 
       expanded through supporting DSW Tax Advisory's acquisition 
       of STS Europe 
 --   A new geographic location and office in Leicester was added 
       during the Period with a Corporate Finance team joining 
       the Network under the Breakout Initiative 
 --   Since the Period end, a further geographic location has 
       been added under the Breakout Incentive, which targets existing 
       teams in larger firms, with the launch of a new Corporate 
       Finance business in Cardiff 
 --   Whilst deal volumes have decreased on the prior period (named 
       by Experian* as the 20(th) most active corporate finance 
       adviser in the UK in the first half of 2023, compared to 
       10(th) in the first half of 2022), average deal values across 
       Corporate Finance and Financial Due Diligence have increased 
       from GBP8m to GBP14m, reflecting the growing strength and 
       profile of the brand 
 

* Experian Market IQ: H1 2023 Report

Current trading and outlook

 
 --   Adjusted Pre-Tax Profit in FY24 expected to be between GBP1.1m 
       to GBP1.4m - higher end achievable subject to certain M&A 
       deals completing before the year end 
 --   A further geographic location has been added under the Breakout 
       Incentive, which extracts existing teams from larger firms, 
       with the launch of a new Corporate Finance business in Cardiff 
       in October 2023 
 --   Three new partners have joined the business, since the Period 
       end, taking the current total to 51 
 --   DSW Network well positioned to benefit from returning M&A 
       activity levels, which continue to recover 
 --   Early results of recruitment investment are positive - the 
       increase in partners is expected to drive organic fee earner 
       growth 
 --   The Board is confident in the Group's growth strategy and 
       continues to invest in the long-term future of the Network 
 

James Dow, Chief Executive Officer, said:

"We will continue to seek to grow the business, through diversification with the addition and expansion of new service lines, to improve its resilience and reduce its dependence on corporate finance and due diligence.

"During this favourable time for recruitment, our ongoing investment has delivered three new offices to the Network and expanded our corporate recovery and tax service lines, as well as increasing Partner numbers from 40 to 51. Partner numbers are a lead indicator of future organic Fee Earner growth.

"We will continue to invest in the long-term profitable growth of the business and the delivery of strong returns for all our stakeholders."

Definitions:

Adjusted Pre-Tax Profit - Adjusted operating profit, which is defined as operating profit adjusted for items not considered part of underlying trading, which in the current and prior period represents share-based payments, is a non-GAAP metric used by management and is not an IFRS disclosure

Network Revenue - Network Revenue is defined as total revenue earned by licensees, as opposed to total revenue reported by the Company

Total income from licensees - Total income from licensees represents statutory revenue plus share of results in associates

Lock up - Defined as licence fee and profit share debtors as a proportion of Network Revenue

Enquiries:

 
DSW Capital 
 James Dow, Chief Executive Officer                  Tel: +44 (0) 1928 
 Nicole Burstow, Deputy CEO                                    378 029 
                                                     Tel: +44 (0) 1928 
                                                               378 039 
Shore Capital (Nominated Adviser & Broker)         Tel: +44 (0)20 7408 
 James Thomas / Mark Percy / Rachel Goldstein                     4090 
 Guy Wiehahn / Isobel Jones (Corporate Broking) 
Belvedere Communications 
 Cat Valentine                                       Tel: +44 (0) 7715 
 Keeley Clarke                                                 769 078 
                                                     Tel: +44 (0) 7967 
                                                               816 525 
                                                   dsw@belvederepr.com 
 

About DSW Capital

DSW Capital, owner of the Dow Schofield Watts brand, is a profitable, mid-market, challenger professional services network with a cash generative business model and scalable platform for growth. Originally established in 2002, by three KPMG alumni, DSW is one of the first platform models disrupting the traditional model of accounting professional services firms. DSW now operates licensing arrangements with 25 licensee businesses with 106 fee earners, from 12 offices across the UK. These trade primarily under the Dow Schofield Watts brand.

DSW's vision is for the DSW Network to become the most sought-after destination for ambitious, entrepreneurial professionals to start and develop their own businesses. Through a licensing model, DSW gives professionals the autonomy and flexibility to fulfil their potential. Being part of the DSW Network brings support benefits in recruitment, funding and infrastructure. DSW's challenger model attracts experienced, senior professionals, predominantly with a "Big 4" accounting firm background, who want to launch their own businesses and recognise the value of the Dow Schofield Watts brand and the synergies which come from being part of the DSW Network.

DSW aims to scale its agile model through organic growth, geographical expansion, additional service lines and investing in "Break Outs" (existing teams in larger firms). The Directors are targeting high margin, complementary, niche service lines with a strong synergistic fit with the existing DSW Network.

Chief Executive Officer's Statement

I am pleased to report that the Group continued to make progress on its strategic growth plans, despite the challenging market conditions encountered in the first four months of the Period, which impacted our overall trading performance in H1 24.

I am encouraged that our licensees reported more normalised levels of M&A activity in the three months to 31 October 2023, which suggests that we may have passed the low point in the cycle. We expect that M&A activity will continue to recover in the second half and that the Group is likely to achieve Adjusted Pre-Tax Profit between GBP1.1m to GBP1.4m in FY24.

The Board would like to thank all our Licensee Partners and Employees for their hard work and commitment to the DSW brand.

Network Revenue in the Period was GBP7.3m, compared to GBP9.8m in H1 23. This resulted in a decrease in Total Income from Licensees in the Period to GBP1.1m (H1 23: GBP1.6m) and a consequent reduction in Adjusted Pre-Tax Profit to GBP0.2m (H1 23: GBP0.9m). The decline in profitability also reflects the significant investment (GBP0.2m) made into recruitment in the Period, to enable us to capitalise on the increasingly favourable recruitment conditions.

The Group's cash at the half year end was in line with management expectation at GBP2.8m (FY23: GBP4.6m), reflecting the investment of GBP0.9m in Bridgewood, the dividend payment of GBP0.4m and breakout incentives paid to new partners of GBP0.2m.

We have continued to strengthen our central infrastructure and support offering in the Period, with greater training and development opportunities for partners and employees, the launch of our ESG Committee and improving our IT capabilities to create greater working efficiencies for our teams. Continually improving and enhancing our service offering increases the attractiveness of the Network to new recruits, adds to the value we provide to our existing licensees and enables us to retain them.

Vision and strategy

DSW Capital is the owner of the Dow Schofield Watts brand, which is the predominant brand it licences to licensee businesses. Our vision is to become the most sought-after destination for ambitious, entrepreneurial professionals to start and develop their own businesses. We aim to scale the business through organic growth, new service lines and geographic locations, and investing in "Break Outs", which extracts existing teams from larger firms.

We further executed on our strategy in the Period. Fee Earners within our 25 licensed businesses rose to 104, compared with 93 at H1 23, as the Group benefitted from the significant investment in its recruitment resources. We have increased the number of Fee Earners in the Network by 22, or 26.8%, since IPO in December 2021.

The growth in Fee Earners in H1 24 centred on partners, with a new office being launched in Leicester, which was supported by our acquisitions of licensee fee income. Organic recruitment was hampered, as the more demanding trading conditions meant our partners were, understandably, less inclined to recruit replacements for their leavers. Our attrition levels, however, remain low at 12% for the last 12 months. Of our 104 Fee Earners at H1 24, 48 were partners, compared to 40 in the prior year period. This 20% growth in partners is a lead indicator for future organic Fee Earner growth and subsequent organic recruitment.

The Group remains committed to the acquisition of licence fees and further diversification, through the broadening of its service lines. We are in constant dialogue to encourage teams to join DSW and successfully added Bridgewood (Corporate Recovery) and STS Europe (Tax Advisory) in the Period. We are confident that our efforts will continue to bear fruit.

People

After the Period end, on 11 October 2023, Nicole Burstow, our Chief Financial Officer ("CFO") was appointed as Deputy Chief Executive Officer. We are extremely fortunate to have such a capable and committed executive, she is well respected by all our stakeholders, and this appointment reflects that her contribution to the Group has extended far beyond her role for quite some time. Nicole will continue to fulfil her responsibilities as CFO.

Dividend

We maintain a robust cash position with cash balances of GBP2.8 million and are pleased to declare an interim dividend of 1.25p per share. The interim dividend will be paid on 12 January 2024 to shareholders on the register on 15 December 2023 with the shares going ex-dividend on 14 December 2023.

The Board intends to maintain the total dividend payable for the year at 3.76p (FY23: 3.76p). In line with the Group's stated dividend policy, one third will be paid at the interim. The maintenance of the dividend at last year's level demonstrates our confidence in the medium-term prospects of the Group and we intend to maintain our progressive dividend policy.

Current trading and outlook

Our results are typically weighted towards the second half of the financial year, due to the recognition of profit share income. This year is no exception. The Group will benefit from the contribution from Bridgewood, which joined the Network in July 2023, in the second half, and also from an expected improvement in M&A activity. Whilst M&A activity levels are improving, this market represents a sizeable percentage of Group revenues (H1 24: 73%, H1 23: 73%) and the timing of transactions can change. As such, the Board expects to achieve an Adjusted Pre-Tax Profit in FY24 of between GBP1.1m to GBP1.4m. The higher end of this range remains achievable but is subject to the successful completion of certain M&A deals currently scheduled to complete before the year end.

The Board was cautious at the start of the year and remains vigilant to macro uncertainties. We are pleased with the strategic progress being made and continue to seek opportunities to grow the business through licensee growth and diversification, with the addition and expansion of new service lines, to improve its resilience. Since the Period end, we have launched a new Corporate Finance business, based in Cardiff, focused on Wales and the South-West, which has added an additional two partners. A further Partner has also joined the DSW Ventures team post Period end, taking our Partner numbers to 51.

With a strong cash balance (GBP2.8m) and a robust Balance Sheet (Net Assets of GBP7.6m), we remain well-resourced to execute our strategy. The strategic progress to date has laid the foundations for future growth and the Board is confident in the medium-term outlook for the Group.

James Dow

Chief Executive Officer,

27 November 2023

Interim consolidated statement of comprehensive income

For the six month period ended 30 September 2023

 
                                                           6 months ended 30 Sept 2023   6 months ended 30 Sept 2022 
                                                    Note                       GBP'000                       GBP'000 
 
 Continuing operations 
 Revenue                                               5                         1,108                         1,509 
 Gross profit                                                                    1,108                         1,509 
 Share of results of associates                                                     20                           124 
 Share of results of jointly controlled entity                                      45                             - 
 Administrative expenses                                                       (1,331)                       (1,075) 
 Operating (loss) / profit                                                       (158)                           558 
 
 Adjusted operating profit (1)                                                      95                           872 
 Share based payments expense                                                    (253)                         (314) 
-------------------------------------------------  -----  ----------------------------  ---------------------------- 
 
 Operating (loss) / profit                                                       (158)                           558 
 Finance income                                                                    109                            43 
 Impairment of loans due from associated                                             2                             - 
 undertakings 
 Finance costs                                                                    (16)                          (13) 
 (Loss) / Profit before tax                                                       (63)                           588 
 
 Adjusted Profit before tax (2)                                                    190                           902 
 Share based payments expense                                                    (253)                         (314) 
-------------------------------------------------  -----  ----------------------------  ---------------------------- 
 
 (Loss) / Profit before tax                                                       (63)                           588 
 Income tax                                                                       (40)                         (170) 
 
 (Loss) / Profit for the half-year                                               (103)                           418 
 Total comprehensive (expenditure) / income for 
  the half-year attributable to owners of the 
  Company                                                                        (103)                           418 
                                                          ----------------------------  ---------------------------- 
 (Loss) / Earnings per share 
 From continuing operations 
 Basic                                                 3                    (GBP0.005)                      GBP0.020 
 Diluted                                               3                    (GBP0.005)                      GBP0.020 
                                                          ----------------------------  ---------------------------- 
 

(1) Adjusted operating profit, which is defined as operating profit adjusted for items not considered part of underlying trading, which in the current and prior period represents share based payments, is a non GAAP metric used by management and is not an IFRS disclosure.

(2) Adjusted profit before tax, which is defined as profit before tax adjusted for items not considered part of underlying trading, which in the current and prior period represents share based payments, is a non GAAP metric used by management and is not an IFRS disclosure.

Interim consolidated statement of financial position

For the six month period ended 30 September 2023

 
                                                       Note   As at 30 Sept 2023   As at 31 March 2023 
                                                                         GBP'000               GBP'000 
 Non-current assets 
 Intangible assets                                                           725                   748 
 Property, plant and equipment                                               387                   440 
 Investments                                            7                  1,422                   922 
 Investments in associates                              7                    132                   209 
 Interests in jointly controlled entities               7                     30                    39 
 Prepayments and Accrued Income                         8                    631                   166 
 Deferred Tax asset                                                            9                     9 
                                                             -------------------  -------------------- 
                                                                           3,336                 2,533 
                                                             -------------------  -------------------- 
 Current assets 
 Trade receivables                                      8                  1,077                   924 
 Prepayments and Accrued Income                         8                    311                   350 
 Other receivables                                      8                    834                   567 
 Cash and bank balances                                                    2,817                 4,584 
                                                                           5,039                 6,425 
 Total assets                                                              8,375                 8,958 
                                                             -------------------  -------------------- 
 
 Current liabilities 
 Trade payables                                                               86                   162 
 Other taxation                                                              146                   211 
 Other payables                                                              101                    76 
 Accruals and Deferred Income                                                 63                   133 
 Current tax liabilities                                                      16                    95 
 Lease liability                                                              93                    91 
                                                             -------------------  -------------------- 
                                                                             505                   768 
                                                             -------------------  -------------------- 
 Net current assets                                                        4,534                 5,657 
                                                             -------------------  -------------------- 
 
 Non-current liabilities 
 Lease liability                                                             173                   220 
 Dilapidation provision                                                       77                    75 
                                                                             250                   295 
                                                             -------------------  -------------------- 
 Total liabilities                                                           755                 1,063 
 Net assets                                                                7,620                 7,895 
 
 Equity 
 Share capital                                                                55                    55 
 Share premium                                                             5,268                 5,271 
 Share-based payment reserve                                               2,121                 1,868 
 Retained earnings                                                           176                   701 
 Total Equity attributable to owners of the Company                        7,620                 7,895 
 
 

The interim statements were approved and authorised for issue by the Board of Directors on 24 November 2023 and were signed on its behalf by James Dow, Chief Executive Officer.

Interim consolidated statement of changes in equity

For the six month period ended 30 September 2023

 
                            Share capital   Share premium      Share-based payments   Retained earnings   Total equity 
                                                                            reserve 
                                  GBP'000         GBP'000                   GBP'000             GBP'000        GBP'000 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Balance at 1 April 2022               54           5,280                     1,174               1,477          7,985 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Profit for the half-year               -               -                         -                 418            418 
 Dividends                              -               -                         -               (890)          (890) 
 Share-based payments                   -               -                       314                   -            314 
 Issue of shares in 
  period                                1               -                         -                   -              1 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Balance at 30 Sept 2022               55           5,280                     1,488               1,005          7,828 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Profit for the half-year               -               -                         -                  67             67 
 Dividends                              -               -                         -               (371)          (371) 
 Share-based payments                   -               -                       380                   -            380 
 Issue of shares in 
  period                                -             (9)                         -                   -            (9) 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Balance at 1 April 2023               55           5,271                     1,868                 701          7,895 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Loss for the half-year                 -               -                         -               (103)          (103) 
 Dividends                              -               -                         -               (422)          (422) 
 Share-based payments                   -               -                       253                   -            253 
 Issue of shares in 
  period                                -             (3)                         -                   -            (3) 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 Balance at 30 Sept 2023               55           5,268                     2,121                 176          7,620 
                           --------------  --------------  ------------------------  ------------------  ------------- 
 

Interim consolidated statement of cash flows

For the six month period ended 30 September 2023

 
                                                           6 months ended 30 Sept 2023   6 months ended 30 Sept 2022 
                                                    Note                       GBP'000                       GBP'000 
 
 (Loss) / Profit for the half-year                                               (103)                           418 
 Adjustments for: 
     Income tax expense                                                             40                           170 
     Net interest income                                                          (93)                          (30) 
     Depreciation of property, plant and 
      equipment                                                                     70                            69 
     Amortisation of intangible assets                                              24                            23 
     Bonus shares / LTIP awards                                                      -                             1 
     Impairment of loans due from associated                                       (2)                             - 
     undertakings 
     Share-based payment expense                                                   253                           314 
 Operating cash flows before movements in working 
  capital                                                                          189                           965 
 
 Increase in trade and other receivables                                         (326)                         (171) 
 Decrease in trade and other payables                                            (186)                          (68) 
 Decrease in amounts owed from associates and 
  jointly controlled entities in relation to 
  profit 
  share                                                                             47                            95 
 
 Cash (used by) / generated by operations                                        (276)                           821 
 Income taxes paid                                                               (120)                          (63) 
                                                          ----------------------------  ---------------------------- 
 Net cash (outflow) / inflow from operating 
  activities                                                                     (396)                           758 
                                                          ----------------------------  ---------------------------- 
 
   Investing activities 
 Purchases of property, plant and equipment                                       (16)                          (14) 
 Investments made in period                          7                           (986)                             - 
 Net cash used in investing activities                                         (1,002)                          (14) 
                                                          ----------------------------  ---------------------------- 
 
 Financing activities 
 Dividends paid                                      6                           (422)                         (890) 
 Finance lease payments                                                           (53)                          (51) 
 Interest received                                                                 109                            42 
 Costs of issue of ordinary shares                                                 (3)                             - 
 Net cash used in financing activities                                           (369)                         (899) 
                                                          ---------------------------- 
 
 Net decrease in cash and cash equivalents                                     (1,767)                         (155) 
 Cash and cash equivalents at beginning of 
  half-year                                                                      4,584                         4,722 
 
 Cash and cash equivalents at end of half-year                                   2,817                         4,567 
                                                          ----------------------------  ---------------------------- 
 

Notes to the interim consolidated financial information

1. General Information

The Company was incorporated as DSW Capital Limited on 23 March 2010 under the Companies Act 2006 (Registration number: 07200401). The Company was re-registered as DSW Capital plc on 26 October 2021. The Company is incorporated and domiciled in England and Wales. The principal activity of the Company and its subsidiaries, DSW Services LLP and Dow Schofield Watts Operations Limited (together referred to as the 'Group') is the licensing of the Dow Schofield Watts brand and associated brand names for use in the professional services sector.

The address of the Company's registered office is:

7400 Daresbury Park

Daresbury

Warrington

WA4 4BS

2. Basis of preparation

This condensed consolidated interim financial information for the 6 months to 30 September 2023 has been prepared in accordance with IAS 34 'Interim financial reporting' and also in accordance with the measurement and recognition principles of UK adopted international accounting standards. It does not include all of the information required for full annual financial statements and should be read in conjunction with the Annual Report and Accounts for the year ended 31 March 2023. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. The Interim Report has not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.

The interim condensed consolidated financial information is presented in the Group's functional currency of Pounds Sterling and all values are rounded to the nearest thousand (GBP'000) except when otherwise indicated.

Significant Accounting Policies

The accounting policies used in the preparation of the interim financial information for the six months ended 30 September 2023 are in accordance with the recognition and measurement criteria of UK Adopted International Accounting Standards and are consistent with those which were adopted in the annual statutory financial statements for the year ending 31 March 2023.

Use of estimates and judgements

There have been no material revisions to the nature of estimates and judgements of amounts reported in prior periods.

Going concern

The interim financial information has been prepared on a going concern basis as the Directors have reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The Group has no debt and GBP2.8m cash at 30 September 2023. The Group's forecasts and projections show that the Group has sufficient resources for both current and anticipated cash requirements.

Accounting Developments

There have been no new standards or interpretations, relevant to the Group's operations, applied in the interim financial information.

Adjusted PBT

Adjusted PBT is utilised as a key performance indication for the Group and is calculated as follows:

 
                                   Six months      Six months 
                                        ended           ended 
                                 30 September    30 September 
                                         2023            2022 
                                      GBP'000         GBP'000 
 (Loss) / Profit before tax              (63)             588 
 Share based payments                     253             314 
 Adjusted PBT                             190             902 
                               --------------  -------------- 
 

3. Earnings per share

From continuing operations

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                         Six months            Six months 
                                                 ended 30 September    ended 30 September 
                                                               2023                  2022 
  Earnings                                                  GBP'000               GBP'000 
  Earnings for the purposes of basic 
   earnings per share being net profit 
   attributable to owners of the Company                      (103)                   418 
  Effect of dilutive potential ordinary                           -                     - 
   shares: 
  Earnings for the purposes of diluted 
   earnings per share                                         (103)                   418 
 
                                                         Six months            Six months 
                                                 ended 30 September    ended 30 September 
                                                               2023                  2022 
  Number of shares 
  Weighted average number of ordinary 
   shares for the purposes of basic 
   earnings per share                                    21,086,175            21,065,045 
  Effect of dilutive potential ordinary 
   shares: 
  Share Options                                             840,185               509,629 
  Weighted average number of ordinary 
   shares for the purposes of diluted 
   earnings per share                                    21,926,360            21,574,674 
 
                                                         Six months            Six months 
                                                 ended 30 September    ended 30 September 
                                                               2023                  2022 
  Earnings                                                      GBP                   GBP 
  Basic (loss) / earnings per share                         (0.005)                 0.020 
                                                                      ------------------- 
  Diluted earnings per share                                (0.005)                 0.020 
                                                -------------------   ------------------- 
 
 

Adjusted earnings per share is included as an Alternative Performance Measure ('APM') and is not presented in accordance with IAS 33. It has been calculated using adjusted earnings calculated as profit after tax but before:

 
 --   Share-based payments expense and 
 --   The tax effect of the above item 
 

The calculation of adjusted basic and adjusted diluted earnings per share is based on:

 
                                                      Six months           Six months 
                                              ended 30 September   ended 30 September 
                                                            2023                 2022 
                                                         GBP'000              GBP'000 
  (Loss) / Profit after tax on continuing 
   operations                                              (103)                  418 
  Adjusted for: 
  Share-based payment expense                                253                  314 
  Tax effect of adjustments above                              -                    - 
  Adjusted earnings for the purposes 
   of adjusted basic and adjusted diluted 
   earnings per share                                        150                  732 
 
                                                      Six months           Six months 
                                              ended 30 September   ended 30 September 
                                                            2023                 2022 
  Earnings                                                   GBP                  GBP 
  Adjusted basic earnings per share                         0.01                 0.03 
                                                                  ------------------- 
  Adjusted diluted earnings per share                       0.01                 0.03 
                                             -------------------  ------------------- 
 

Shares held in trust are issued shares that are owned by the Group's employee benefit trusts for future issue to employees as part of share incentive schemes. The future exercise of the share awards and options is the dilutive effect of share awards granted to employees that have not yet vested.

Shares held in trust are deducted from the weighted average number of shares for basic earnings per share. For its adjusted basic measure, the Group uses the weighted average number of ordinary shares.

4.(Loss) / Profit for the year

(Loss) / Profit for the year has been arrived at after charging/(crediting):

 
                                           Six months ended 30 September 2023   Six months ended 30 September 2022 
                                                                      GBP'000                              GBP'000 
 Depreciation of property, plant and 
  equipment                                                                70                                   69 
 Amortisation                                                              24                                   23 
 Employee pension                                                          10                                    3 
 Expected credit loss - license fees                                        8                                    - 
 Expected credit loss - outstanding                                       (2)                                    - 
  loans 
 Expected credit loss - profit share                                      (7)                                    - 
 

5. Revenue

The disclosure of revenue by product line is consistent with the revenue information that is disclosed for each reportable segment under IFRS 8.

Disaggregation of revenue

 
                                               Six months            Six months 
                                       ended 30 September    ended 30 September 
                                                     2023                  2022 
                                                  GBP'000               GBP'000 
 External revenue by product line 
 License Fee Income                                 1,108                 1,491 
 Profit Share Income                                    -                    18 
 Total Revenue                                      1,108                 1,509 
                                     -------------------- 
 
 

A further breakdown of revenue by reporting line is shown below:

 
                                                   Six months            Six months 
                                           ended 30 September    ended 30 September 
                                                         2023                  2022 
                                                      GBP'000               GBP'000 
 External revenue by reporting 
  line 
 License fees attributable to Mergers 
  & Acquisitions (M&A)                                    800                 1,142 
 License fees attributable to Other                       308                   349 
 Profit share attributable to M&A                           -                    18 
 Total Revenue                                          1,108                 1,509 
                                         --------------------  -------------------- 
 

6. Dividends

The final ordinary dividend for the year ended 31 March 2023 of GBP0.02 per share as proposed in the 31 March 2023 financial statements and approved at the Group's AGM was paid on 29 September 2023.

In addition, since the end of the half-year the Directors have recommended the payment of an interim dividend of 1.25 pence per fully paid ordinary share. The dividend will be paid on 12 January 2024 to shareholders on the register on 15 December 2023 with the shares going ex-dividend on 14 December 2023. In accordance with IAS10 "Events after the Balance Sheet Date", these dividends have not been reflected in the Interim Report.

7. Investments

 
                                                  Group            Group 
                                     As at 30 September   As at 31 March 
                                                   2023             2023 
                                                GBP'000          GBP'000 
 Financial assets measured under 
  the equity method 
 Investment in Associates                           132              209 
 Investment in jointly controlled 
  entities                                           30               39 
 Financial assets measured at 
  amortised cost 
 Other investments                                1,422              922 
                                    -------------------  --------------- 
 Total Investments                                1,584            1,170 
                                    -------------------  --------------- 
 

The movement in Investment in Associates and Investments in jointly controlled entities is included in the cashflow statement as a decrease in amounts owed from associates and jointly controlled entities in relation to profit share.

Where long-term loans are made to licensees, which are disclosed within "Other investments" above, the Directors of the Company have accounted for them as investments under IFRS 9. These loans are accounted for using the amortised cost method.

On 12 July 2023, DSW Capital completed a transaction with Bridgewood Financial Solutions Ltd, to acquire licence fee income and provide funding to support a management buyout. As part of the transaction, DSW Capital have provided a long-term loan of GBP780,000 to Bridgewood. The fair value of the loan has been accounted for as an investment with the below market value element being recorded separately within prepayments and accrued income, both as in accordance with IFRS 9.

8. Trade and other receivables

 
                                          Group             Group 
                             As at 30 September    As at 31 March 
                                           2023              2023 
                                        GBP'000           GBP'000 
 Trade receivables                        1,126               965 
 Loss allowance                            (49)              (41) 
                           --------------------  ---------------- 
                                          1,077               924 
 Other receivables                        1,070               805 
 Loss Allowance                           (236)             (238) 
                           --------------------  ---------------- 
                                            834               567 
 Prepayments and Accrued 
  Income                                    947               528 
 Loss Allowance                             (5)              (12) 
                           --------------------  ---------------- 
                                            942               516 
                           --------------------  ---------------- 
                                          2,853             2,007 
                           --------------------  ---------------- 
 

Included in prepayments and accrued income are GBP631k (March 2023: GBP166k) due in greater than 1 year. Other receivables are made up from loans due from licensees, and prepayments and accrued income relates to profit share due from licensees.

9. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its related parties are disclosed below.

Related parties are those licensees where the Company is a member of the related LLP or has significant influence over an entity either via voting rights or shareholding.

Revenue and Cost Recharges

Group entities entered into the following transactions with related parties who are not members of the Group. All entities other than DSW Investments 2 LLP are licensee businesses. DSW Investments 2 LLP is an entity owned by current significant shareholders.

 
                            Six months ended 30 September 2023   Six months ended 30 September 2022 
                                    Revenue and Cost Recharges           Revenue and Cost Recharges 
                                                       GBP'000                              GBP'000 
 PHD Industrial Holdings                                   100                                  137 
 DSW Investments 2 LLP                                      53                                   51 
 Other investments                                         274                                  320 
 Totals                                                    427                                  508 
                           -----------------------------------  ----------------------------------- 
 

Other investments relate to routine and similar transactions which arose in the ordinary course of business, with DSW CF Leeds, DSW TS Leeds, DSW Business Recovery and DSW Bridgewood.

Amounts due from/to related parties

Group entities had the following balances, including loans to related parties, outstanding at period end with related parties who are not members of the Group:

 
                                                30 September 2023                       30 September 2022 
                            Amounts due from/(to) related parties   Amounts due from/(to) related parties 
                                                          GBP'000                                 GBP'000 
 PHD Industrial Holdings                                       15                                      24 
 DSW Investments 2 LLP                                       (32)                                    (32) 
 Other investments                                            248                                     290 
 Totals                                                       231                                     282 
                           --------------------------------------  -------------------------------------- 
 
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IR NKQBPABDDCDB

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November 27, 2023 02:00 ET (07:00 GMT)

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