RNS Number : 9005F
Phoenix Digital Assets PLC
27 September 2024
 

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

27 September 2024

 

 

Phoenix Digital Assets PLC

("Phoenix" or the "Company")

 

Interim results

 

Phoenix Digital Assets PLC (AQSE: PNIX) announces its unaudited results for the six months ended 30 June 2024.

 

Comments from Jonathan Bixby, Executive Chairman of Phoenix:

 

I am delighted to report the Company's interim results for the six months ended 30 June 2024.

 

The Company had a net asset value of £23.360 million (5.07p per share) as at 30 June 2024.

 

I am extremely proud of the fact that we returned £33.688 million (5.39p per share) through a share tender offer as a result of our prudent investment thesis through the crypto winter of 2022/23.

 

The market has gone through a large consolidation phase and we remain very bullish on the crypto market well into 2025. We have re-aligned our portfolio of liquid assets to best take advantage of what we believe is the coming crypto bull market.

 

I would like to take this opportunity to thank all our shareholders for their ongoing support.

 

Jonathan Bixby, Executive Chairman

 

The Directors of Phoenix accept responsibility for this announcement.  For further information please contact:

 

Phoenix Digital Assets PLC


Jonathan Bixby

Executive Chairman

+44 7876 888 011 

 

First Sentinel Corporate Finance Limited


Corporate Adviser

Brian Stockbridge

+44 7858 888 007

 

Phoenix Digital Assets PLC invests in a diversified portfolio of cryptocurrency, and/or in companies or funds which have exposure to NFT or blockchain technology. The Company's leadership team have an extensive track record in the cryptocurrency sector and previously founded Argo Blockchain PLC, a global crypto miner. Phoenix is headquartered in London, UK, and its shares are listed on the Aquis Stock Exchange Growth Market under the ticker symbol PNIX.  https://www.getphoenix.co.uk

 

 

Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024


 

Unaudited

 

Audited


 

Six months ended 30 June

 

Year ended 31 December


Note

2024

2023

 

2023


 

£

£

 

£

Revenue


-

-


-

Profit/(loss) on disposal of digital assets and tokens


20,557,482

(25,554)


(8,260)

Fair value movements (including impairment and exchange differences) in investments


2,134

 (318,593)


(2,381,246)

Fair value movements in digital assets and tokens


(797,649)

10,082,738


25,271,943



19,761,967

  9,738,591

 

22,882,437

Share based payment

3

-

(262,600)


(153,184)

Administrative expenses


(1,096,243)

 (805,286)


(2,530,188)

Impairment of intangible asset


-

-


(62,500)

Operating Profit


18,665,724

8,670,705              

 

20,136,565

Finance income


16,599

-


-

Profit before taxation


18,682,323

 

8,670,705

 

20,136,565

Taxation


(5,219,718)

-


(2,570,736)

Profit after taxation and total

comprehensive profit for the period


13,462,605

8,670,705

 

17,565,829

 






Earnings per ordinary share:






Basic earnings per share

4

1.40

0.86


1.75

Diluted earnings per share

4

1.35

0.86


1.66

 

Consolidated Statement of Financial Position  

For the six months ended 30 June 2024



Unaudited

 

Audited



 

Six months ended 30 June

 

Year ended 31 December


Note

2024

2023

 

2023



£

£

 

£

Non-Current Assets






Intangible assets

5

29,284,717

27,786,002


43,873,668

Investments

6

1,537,074

 3,372,592


1,534,940

Deferred tax asset


216,818

-


-

Total non-current assets


31,038,609

 31,158,594

 

45,408,608

Current Assets






Trade and other receivables


11,480

 128,265


1,284

Cash and cash equivalents


408,963

 2,782,870


695,760

Total current assets


420,443

 2,911,135

 

697,044

Total assets


31,459,052

 34,069,729

 

46,105,652







Shareholders' equity






Share capital


460,875

 1,007,000


1,009,000

Share premium


709,875

 33,359,133


18,000

Share based payments reserve


826,520

 3,188,508


3,049,183

Distributable reserve


296,633

-


33,359,133

Retained earnings


21,066,549

  (3,570,952)


5,381,281

Total shareholders' equity


23,360,452

  33,983,689

 

42,816,597







Non-Current Liabilities






Deferred tax liabilities                                             


-

-


2,543,536

Total non-current liabilities

 

-

-

 

2,543,536

Current Liabilities






Trade and other payables                                      


118,528

86,040


745,519

Income tax payable


7,980,072

-


-

Total current liabilities

 

8,098,600

86,040

 

745,519

Total liabilities

 

8,098,600

86,040

 

3,289,055

 


 

 

 


Total equity and liabilities


31,459,052

34,069,729

 

46,105,652







 

Company Statement of Financial Position          

For the six months ended 30 June 2024



Unaudited

 

Audited



 

Six months ended 30 June

 

Year ended 31 December


Note

2024

2023

 

2023



£

£

 

£

Non-Current Assets






Intangible assets

5

29,284,717

27,786,002


43,873,668

Investments

6

1,537,075

 3,372,593


1,534,941

Deferred tax asset


216,818

-


-

Total non-current assets


31,038,610

 31,158,595

 

45,408,609

Current Assets






Trade and other receivables


51,023

  1,910,337


388,356

Cash and cash equivalents


369,419

  1,000,797


308,687

Total current assets


420,442

 2,911,134

 

697,043

Total assets


31,459,052

 34,069,729

 

46,105,652







Shareholders' equity






Share capital


460,875

 1,007,000


1,009,000

Share premium


709,875

 33,359,133


18,000

Share based payments reserve


826,520

 3,188,508


3,049,183

Distributable reserve


296,633

-


33,359,133

Retained earnings


21,066,549

  (3,570,952)


5,381,281

Total shareholders' equity


23,360,452

  33,983,689

 

42,816,597







Non-Current Liabilities






Deferred tax liabilities                                             


-

-


2,543,536

Total non-current liabilities

 

-

-

 

2,543,536

Current Liabilities






Trade and other payables                                      


118,528

86,040


745,519

Income tax payable


7,980,072

-


-

Total current liabilities

 

8,098,600

86,040

 

745,519

Total liabilities

 

8,098,600

86,040

 

3,289,055

 


 

 

 


Total equity and liabilities


31,459,052

34,069,729

 

46,105,652







Consolidated and Company Statement of Changes in Equity     

As at 30 June 2024

 

 

 

Share capital

 

 

Share Premium

 

 

Retained earnings

 

Share-based payments reserve

 

 

Distributable

reserve

 

 

 

Total


£

£

£

£

£

£

Unaudited







Six months ended 30 June 2024







At 1 January 2024

1,009,000

18,000

5,381,281

3,049,183

33,359,133

42,816,597

Profit for the period and total comprehensive profit

-

-

13,462,605

-

-

13,462,605

Shares issued during the period

76,875

691,875

-

-

-

768,750

Repurchase of shares2

(625,000)

-

-

-

(33,062,500)

(33,687,500)

Warrants exercised in the period

-

-

1,716,417

(1,716,417)

-

-

Lapse of warrants

-

-

506,246

(506,246)

-

-

 

At 30 June 2024

460,875

709,875

21,066,549

826,520

296,633

23,360,452

 







Unaudited







Six months ended 30 June 2023







At 1 January 2023

1,003,000

33,323,133

(12,241,657)

2,925,908

-

25,010,384

Profit for the period and total comprehensive profit

-

-

8,670,705

-

-

8,670,705

Shares issued during the period

4,000

36,000

-

-

-

40,000

Share based payments

-

-

-

262,600

-

262,000

At 30 June 2023

1,007,000

33,359,133

(3,570,952)

3,188,508

-

33,983,689








Audited







Year ended 31 December 2023







At 1 January 2023

1,003,000

33,323,133

(12,241,657)

2,925,908

-

25,010,384

Profit for the year and total comprehensive profit

-

-

17,565,829

-

-

17,565,829

Shares issued in the year

6,000

54,000

-

-

-

60,000

Share based payments

-

-

-

153,184

-

153,184

Deferred tax on share based payments

-

-

-

27,200

-

27,200

Warrants exercised in the year

-

-

57,109

(57,109)

-

-

Cancellation of share premium

account

-

(33,359,133)

-


33,359,133

-

At 31 December 2023

1,009,000

18,000

5,381,281

3,049,183

33,359,133

42,816,597

1 There were no transactions in the Subsidiary and thus no impact on the Statement of Changes in Equity

2 During the period the Company repurchased 625,000 shares which were subsequently cancelled

 

Consolidated Statement of Cash Flows

For the six months ended 30 June 2024



 

Unaudited

 

Audited



Six months ended 30 June

 

Year ended 31 December



2024

2023

 

2023



£

£

 

£

Operating activities






Profit for the period


13,462,605

8,670,705


17,565,829

Adjustments:






 

(Profit)/loss on disposal of digital assets and tokens


(20,557,482)

 25,554


8,260

(Profit)/loss on revaluation of digital assets and tokens


797,649

 (11,235,686)


(26,150,407)

Loss on valuation of investments


-

 2,258,239


711,109

Impairment of investments


-

-


1,491,767

Impairment of intangible assets


-

-


62,500

Amortisation of software development costs


-

28,750


-

Share based payments


-

 262,600


153,184

Foreign exchange


(2,134)

 (1,051,158)


1,056,834

Finance Income


(16,599)

-


-

Income tax expense


5,219,718

-


2,570,736







Working capital adjustments:






(Increase)/decrease in trade and other receivables


(10,197)

 (2,500)


124,481

(Decrease)/increase in trade and other payables


(626,991)

 (16,183)


643,296

Net cash used in operating activities

 

(1,733,431)

 (1,059,679)

 

(1,762,411)

Investing activities






Purchase of digital assets and tokens


(26,311,483)

 (3,174,552)


(4,697,212)

Sale of digital assets and tokens


60,660,268

 1,129,827


1,248,109

Interest received


16,599

-


-

Net cash from/(used in) investing activities

 

34,365,384

 (2,044,725)

 

(3,449,103)







Financing activities






Share issue


         768,750

40,000


60,000

Repurchase of shares


(33,687,500)

-


-

Net cash (used in)/from financing activities

 

(32,918,750)

40,000

 

60,000







Net decrease in cash and cash equivalents


      (286,797)

 (3,064,404)


(5,151,514)

Cash and cash equivalents at start of year


      695,760

5,847,274


5,847,274

Cash and cash equivalents at end of year

 

      408,963

2,782,870

 

695,760

 

Company Statement of Cash Flows        

For the six months ended 30 June 2024



 

Unaudited

 

Audited



Six months ended 30 June

 

Year ended 31 December



2024

2023

 

2023



£

£

 

£

Operating activities






Profit for the period


13,462,605

 8,670,705


17,565,829

Adjustments:






 

(Profit)/loss on disposal of digital assets and tokens


-

 25,554


8,260

(Profit)/loss on revaluation of digital assets and tokens


(20,557,482)

 (11,235,686)


(26,150,407)

Loss on valuation of investments


797,649

 2,258,239


711,109

Impairment of investments


-

-


1,491,767

Impairment of intangible assets


-

-


62,500

Amortisation of software development costs


-

28,750


-

Share based payments


-

 262,600


153,184

Foreign exchange


(2,134)

 (1,051,158)


1,056,834

Finance Income


(16,599)

 -  


-

Income tax expense


5,219,718

-


2,570,736







Working capital adjustments:






(Increase)/decrease in trade and other receivables


337,332

 (1,752,500)


(230,519)

(Decrease)/increase in trade and other payables


(626,991)

 (16,183)


643,296

Net cash used in operating activities

 

(1,385,902)

 (2,809,679)

 

(2,117,411)

Investing activities






Purchase of digital assets and tokens


(26,311,483)

 (3,174,552)


(4,697,212)

Sale of digital assets and tokens


60,660,268

 1,129,827


1,248,109

Interest received


(16,599)

 -  


-

Net cash from/(used in) investing activities

 

34,365,384

 (2,044,725)

 

(3,449,103)







Financing activities






Share issue


         768,750

40,000


60,000

Repurchase of shares


(33,687,500)

-


-

Net cash (used in)/from financing activities

 

(32,918,750)

40,000

 

60,000







Net decrease in cash and cash equivalents


60,732

 (4,814,404)


(5,506,514)

Cash and cash equivalents at start of year


308,687

5,815,201


5,815,201

Cash and cash equivalents at end of year

 

369,419

1,000,797

 

308,687

 

 

 

Notes to the Interim Financial Statements

1.   Basis of preparation

 

The interim results of Phoenix Digital Assets PLC are prepared in accordance with the requirements of IAS 34 Interim Financial Reporting and are prepared in accordance with the accounting policies set out in the last financial statements for the year ended 31 December 2023. Phoenix Digital Assets PLC expects to apply the same policies in its financial statements for the year ending 31 December 2024.

 

The financial information for the six months ended 30 June 2024 and for the six months ended 30 June 2023 have neither been audited nor reviewed by the Company's auditors. The comparative financial information for the year ended 31 December 2023 has been derived from the audited financial statements for that period.

 

Basis of Consolidation

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. All subsidiaries have a reporting date of December.

 

The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

 

On consolidation, the results of overseas operations are translated into pounds sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.

 

Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve. Exchange differences recognised in profit or loss in Group entities' separate financial statements on the translation of long-term monetary items forming part of the Group's net investment in the overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.

 

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.

Profit/(loss) of Parent Company

As permitted by Section 408 of the Companies Act 2006, the statement of comprehensive income of the Parent Company is not presented as part of these financial statements. The Parent Company's profit for the financial period was £13,462,605 (period ending 30 June 2023: £8,670,705 and year ended 31 December 2023: £17,565,829.

 

2.   Critical accounting estimates and judgements

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts in the financial statements. Management continually evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses. Management bases its judgements, estimates and assumptions on historical experience and on other various factors, including expectations of future events, management believes to be reasonable under the circumstances. The resulting accounting judgements and estimates will seldom equal the related actual results. The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

 

Investments

On acquisition, investments are valued at cost as this is deemed to be the fair value. Subsequent to this, management uses valuation techniques and other relevant information to determine the fair value of financial instruments (where active market quotes are not available) and non-financial assets. This involves developing estimates and assumptions consistent with how market participants would price the instrument. Management bases its assumptions on observable data as far as possible but this is not always available. In that case management uses the best information available. Estimated fair values may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date.

 

 

At each balance sheet date, a review of impairment in value is undertaken and the Company follows the guidance of IFRS 9 to determine when a financial asset is impaired. This determination requires significant judgement. In making this judgement, management evaluates, among other factors, the duration and extent to which the fair value of an investment is less than its cost, and the financial health of, and short-term business outlook for, the investee, including factors such as industry and sector performance, changes in technology and operational, financing cash flow and proposed fundraising.

3.   Share based payments

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employee services received in exchange for the grant of options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted:

•                       including any market performance conditions;

•                   excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period); and

•                   excluding the impact of any non-vesting conditions (for example, the requirement of employees to save).

 

Assumptions about the number of options that are expected to vest include consideration of non-market vesting conditions. The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the entity revises its estimates of the number of options that are expected to vest based on the non-market vesting conditions. It recognises the impact of the revision to original estimates, if any, in the Statement of Comprehensive Income, with a corresponding adjustment to equity.

 

When the options are exercised, the Company issues new shares. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

4.   Profit per ordinary share

The calculation of a basic profit per share is based on the profit for the period attributable to equity holders of the Company and on the weighted average number of shares in issue during the period.

 

Diluted profit per share is calculated adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

 

For the six months ended 30 June 2024, there were 42,125,000 share warrants in issue which had a dilutive effect on the weighted average number of shares.

 

For the six months ended 30 June 2024, there was no difference between the basic earnings per share and the diluted earnings per share.

 

For the year-ended 31 December 2023, there were 136,250,000 share warrants in issue which had a dilutive effect on the weighted average number of shares

5.   Intangible Assets

 

Group and Company

 

 

Digital assets and tokens

£

 

Software development costs

£

Total

£

Cost






Balance at 1 January 2024


43,873,668


-

43,873,668

Additions


26,311,483


-

26,311,483

Disposals


(60,660,268)


-

(60,660,268)

Net gain for the period


19,759,834


-

19,759,834

As at 30 June 2024

 

29,284,717


-

29,284,717

 


 

 

 

 

Net book value as at 30 June 2024


29,284,717

 

-

29,284,717

 

 

 

Digital assets and tokens

£

 

External software development costs

£

Total

£

Cost






Balance at 1 January 2023


15,160,882


287,500

15 448 382

Additions


3,174 ,552


-

3,174 ,552

Disposals


(1,129,827)


-

(1,129,827)

Accumulated amortisation


-


(28,750)

(28,750)

Net gain for the period


10,321,645



10,321,645

As at 30 June 2023

 

27,527,252


258,750

27,786,002

 






Net book value as at 30 June 2023


27,527,252

 

258,750

27 786 002

 






Cost






Balance at 1 January 2023


15,160,882


287,500

15 448 382

Additions


4,697,212


-

4,697,212

Disposals


(1,248,109)


-

(1,248,109)

Impairment


-


(62,500)

(62,500)

Transfer to investments


-


(225,000)

(225,000)

Net gain for the year


25,263,683


-

25,263,683

As at 31 December 2023

 

43,873,668

 

-

43,873,668

 




 


Net book value as at 31 December 2023


43,873,668

 

-

43,873,668

 

The breakdown for all digital assets and tokens held at 30 June 2024 are listed below:

 

Token name

 

 

Number of tokens

 

 

 

£

Bitcoin BTC


250



12,023,692

DigitalBits XDB


751,600



-

Ethereum ETH


2,546



6,546,530

Solana SOL


96,530



10,681,827

IRON


60,938



32,668






29,284,717

 



 

6.   Investments

 

Group

 

Six months ended 30 June

 

Year ended 31 December

 

2024

£

2023

£

 

2023

£

At start of the period

1,534,940

3,691,186


3,691,186

Additions

-

-



Transfer from intangible assets

-

-


225.000

Impairments

-

-


(1,491,767)

Revaluations

-

(148,593)


(711,109)

Exchange difference

2,134

(170,001)


(178,370)

At end of the period

1,537,074

3,372,592

 

1,534,940

 

 

Company

 

Six months ended 30 June

 

Year ended 31 December

 

2024

£

2023

£

 

2023

£

At start of the period

1 534 941

3,691,187


3,691,187

Additions

-

-



Transfer from intangible assets




225.000

Impairments

-

-


(1,491,767)

Revaluations

-

(148,593)


(711,109)

Exchange difference

2,134

(170,001)


(178,370)

At end of the period

1,537,075

3,372,593

 

1,534,941

 

 

The country of incorporation and investment class for investments held by the Group at 30 June 2024 are listed below:

 

 

£

Country of Incorporation

Investment class

 

 

 

 

Pioneer Media Holdings Inc

69,261

Canada

Listed

Ordre Group International Limited

(formerly Aeon International Limited)

(formerly Aeon International Limited)

254,973

Hong Kong

Unlisted

IO+ Pte Ltd

225,000

Singapore

Unlisted

Afterparty Inc

53,189

USA

Safe note

Big Whale Labs Inc

144,294

Canada

Safe note

Oliver Labs Inc

790,357

USA

Safe note


1,537,074



 

 

The Company has the following investment directly in subsidiaries at 30 June 2024:

Name and registered address of company

Share-

holding

Value of share-holding

£

Country of incorporation

Nature of business

1319644 B.C. Ltd

700-401 West Georgia Street, Vancouver BC

V6B 5A1

Canada

100%

1

Canada

Company has not traded during the period

7.   Events after the reporting period

 

At the Annual General Meeting, held on 25 July 2024, the Company was granted authority to purchase its own shares up to a total consideration of £7,500,000.

 

As at 26 September 2024, the company has purchased 8,196,172 shares for a total consideration of £350,094.

 

These shares are held in Treasury and thus the Company's issued share capital net of treasury shares is 452,678,808.

 

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