TIDMKBT

RNS Number : 9817W

K3 Business Technology Group PLC

24 August 2022

AIM: KBT

24 August 2022

K3 BUSINESS TECHNOLOGY GROUP PLC

("K3" or "the Group" or "the Company")

Provider of business-critical software solutions focused on fashion and apparel brands.

Interim results for the six months to 31 May 2022

Key Points

Financial

   --      First half results from continuing operations in line with management expectations 
   --      Revenue from continuing operations of GBP19.9m (2021: GBP20.9m) 

- recurring or predictable income (2) accounted for GBP14.7m or 74% of the total (2021: GBP14.8m or 71%)

-- Gross margin increased to 60% (2021: 58%), reflecting increased margins in both units, K3 Products and Third-party Solutions

   --      Adjusted EBITDA (1) of GBP1.0m (2021: GBP0.9m) 
   --      Reported loss before tax from continuing operations of GBP2.8m (2021: GBP2.5m) 

- this is after depreciation & amortisation, amortisation of acquired intangibles, exceptional reorganisation and acquisition costs, and share-based payment charges, which totalled GBP3.6m (2021: GBP3.4m)

-- Adjusted loss per share(5) from continuing operations was 4.9p (2021: loss of 11.3p)/ Reported loss per share from continuing operations earnings per share was 5.9p (2021: loss of 10.7p) includes profit from discontinued activities

-- Net cash of GBP1.4m (2021: GBP4.4m). Financial year-end position is expected to close significantly higher, reflecting strong seasonal weighting of cash inflows

*2021 results have been restated following the classification of K3 FDS Sage business as discontinued activities

Operational

-- Acquisition of ViJi, sustainability-focused software developer, in January 2022 significantly broadened offering in supply-chain transparency and traceability, increasing operational investment by GBP0.2m

   --      K3 Products: 

- generated revenue of GBP6.5m and gross profit of GBP5.2m (2021: GBP7.9m and GBP6.0m)

- gross margin increased to 80.2% from 76.4%, reflecting cost reductions

- annualised revenue value from strategic products up 12% to GBP4.3m

- contribution from legacy point-of-sale products continued to decrease, as expected

- initiatives to enhance future channel partner sales and build new revenues from USA

   --      Third-party Solutions: 

- generated revenue of GBP13.4m and gross profit of GBP6.7m (2021: GBP13.0m and GBP6.1m)

- gross margin increased to 49.7% (2021: 46.9%), reflecting better services chargeability, offshoring and higher licence and maintenance income

- SYSPRO performed well and has established a good back-log and new business pipeline

- Global Accounts continues to grow, with good visibility of ongoing services work

   --      Major IT system upgrade begun, expected to improve operational efficiency 

-- Rebranding programme completed and new marketing initiatives launched to support new strategy

Marco Vergani, Chief Executive Officer of K3 Business Technology Group plc, said:

"We are executing against the new growth strategy that we established in Q4 last year and have made encouraging progress in the first half.

"K3 Products has clear growth opportunities in its fashion and apparel markets and we are focusing on three critical areas for customers - Sustainability, Omni-channel and Business Insights. The acquisition of the Sustainability-focused software developer, ViJi, in the period, will enhance our offering here.

"Third-party Solutions performed well and remains a significant cash generator. We are investing in products and delivery resource to support growth.

"The second half of the financial year is typically stronger than the first, with substantial cash inflows due from software licence and support and maintenance contract renewals. While there are increasing macroeconomic uncertainties, we remain confident of our long-term strategic direction and will continue to focus on growth, cash and costs."

Enquiries:

 
 K3 Business Technology   Marco Vergani (CEO) 
  Group plc 
 www.k3btg.com            Robert Price (CFO)              T: 0161 876 4498 
 finnCap Limited          Julian Blunt/ James Thompson    T: 020 7220 0500 
  (NOMAD & Broker)         (Corporate Finance) 
                           Richard Chambers, Sunila De 
                           Silva 
                           (Corporate Broking) 
 
 KTZ Communications       Katie Tzouliadis/ Dan Maloney   T: 020 3178 6378 
 

CHIEF EXECUTIVE OFFICER'S STATEMENT

Introduction

I am pleased to present K3's interim results for the six months to 31 May 2022, a period in which the Group continued to make progress in line with its new strategic growth plan, established in the second half of the last financial year.

Against a backdrop of increasing macroeconomic uncertainties, the Group's first half performance was in line with management expectations. Revenue from continuing operations was GBP19.9m (2021: GBP20.9m), gross margins improved, especially at K3 Products, and adjusted EBITDA was GBP1.0m (2021: GBP0.9m). Net cash at 31 May 2022 stood at GBP1.4m, with the second half expected to close significantly higher as cash inflows from software licence and maintenance and support contract renewals, which fall due in this period, come through.

As previously reported, our new strategic growth plan identified opportunities across all core activities and has clearly defined the Group's long-term vision, priorities, and objectives. We are now executing against this plan, which will drive recurring revenues. We are particularly focused on the development and growth of our strategic products for the fashion and apparel markets, and related large retail brands. Retail businesses in these markets are contending with the need for profound digital transformation as they adapt their models and systems to engage with customers and suppliers in new and more agile ways. We see a substantial opportunity in three critical areas; Sustainability (especially supply chain traceability), Omni-channel and 'unified inventory' (to create an integrated digital and physical shopping experience) and Business Insights (to extract actionable intelligence from data collected).

We are now integrating our fashion ERP solutions, K3|fashion and K3|pebblestone, which are based on Microsoft Dynamics, with K3|imagine, our 'headless' cloud commerce platform (which integrates readily with any IT infrastructure) and K3|ViJi, a strategic new software suite acquired in January 2022. This integration programme adds further power to our solutions and market positioning and enables us to offer customers a simple and highly effective route to digital transformation in critical areas of their businesses, driving their sustainability agenda and providing a strong return on investment.

The acquisition of ViJi, the sustainability-focused software developer, has added a compelling suite of products that addresses supply chain transparency, significantly broadening our existing Sustainability capabilities. Market interest in Sustainability solutions is growing, driven both by consumer demands and emerging legislation requiring brands to certify the origins and manufacturing standards of their products.

As part of the ongoing development of the Group, we started a major programme in the period to upgrade and unify our IT systems. This will improve efficiencies and simplify operations. The programme covers Finance, Sales, Customer Support, and Project Management processes, and we expect it to be completed over the next 12 months. In the first half, we also completed a rebranding programme and launched new marketing initiatives, reflecting our revised vision and strategy, which will further support K3's position as a market leader in the fashion industry.

In January 2022, Microsoft named K3 as one of its key Independent Software Vendors within the Microsoft Retail Cloud Platform. This provides additional endorsement of our capabilities, and we are deepening our existing collaboration with Microsoft to generate demand and opportunities, as well as expanding our Channel Partner Network. K3|fashion continues to be Microsoft's preferred solution for the fashion and apparel vertical and K3 will be a featured partner in Microsoft's FY23 partner investments and incentives launch in October 2022.

While the conflict in Ukraine and global instability has created greater uncertainty, the need for digital transformation remains a high priority for our target sectors. Our products offer exciting growth potential, and our expertise in the retail sector, particularly in fashion, apparel & design, online, and direct-to-consumer brands, is a significant strength.

Financial Results

Results from continuing operations

In the six months ended 31 May 2022, the Group generated total revenue from continuing operations of GBP19.9m (2021: GBP20.9m), with recurring or predictable revenue(2) accounting for GBP14.7m or 74% of the total (2021: GBP14.8m or 71%). Recurring revenue from strategic products (i.e. SaaS and maintenance and support income)(3) accounted for GBP1.3m of total revenue (2021: GBP1.4m).

Gross margin increased to approximately 60% (2021: 58%), reflecting improved gross margin in both K3 Products and Third-party solutions. Gross profit for the period was GBP11.9m (2021: GBP12.1m).

Reported administrative expenses decreased slightly to GBP14.3m (2021: GBP14.5m) and underlying support/administrative expenses(6) were also lower at GBP11.7m (2021: GBP12.0m). This was driven by more focused product development resourcing and lower people costs, mainly in the legacy support operations.

Adjusted EBITDA(1) from continuing activities increased to GBP1.0m (2021: GBP0.9m), which also included a reduction of capitalised development cost of c.GBP0.3m.

The reported loss before tax from continuing activities was GBP2.8m (2021: GBP3.7m). This is after depreciation and amortisation of GBP3.0m (2021: GBP3.8m), amortisation of acquired intangibles of GBPnil (2021: GBP0.3m), exceptional reorganisation costs of GBP0.1m (2021: income of GBP0.9m), acquisition costs of GBP0.1m (2021: GBPnil) and share-based charges of GBP0.3m (2021: GBP0.2m), which together amounted to GBP3.6m (2021: GBP3.4m).

The adjusted loss per share(5) from continuing operations was 4.9p (2021: 11.3p). This figure excludes depreciation and amortisation, amortisation of acquired intangibles, exceptional reorganisation costs, acquisition costs and share-based charges, and is net of the related tax charge of GBP0.1m (2021: tax credit GBP0.1m).

Reported loss per share from continuing operations reduced to 5.9p (2021: loss of 10.7p). Reported loss per share was 6.2p (2021: earnings of 11.6p, which includes profit from discontinued activities of Starcom and K3 FDS).

Balance sheet and cash flows

The Group's cash flow over the financial year remains heavily weighted towards the second half. This reflects the significant cash inflows from annual software licence and maintenance and support renewals, with the largest element being SYSPRO renewals. The SYSPRO renewal rate is typically c.98%.

The cash outflow from operations reduced to GBP5.2m (2021: GBP7.4m), with the comparative period in 2021 including the profit on disposal of the Starcom unit (GBP10.3m) and the removal of the associated negative working capital balances of GBP0.5m. The profit on disposal was updated between 31 May 2021 and 30 November 2021 by an onerous contract adjustment of GBP1.1m. The comparative period in 2021 also included GBP1.3m of repayments relating to coronavirus tax deferment schemes. Finance expenses were substantially reduced to GBP0.2m (2021: GBP1.2m) as a result of the equity conversion of the GBP3.0m shareholder loan. The equity conversion incurred GBP0.6m of costs, recognised in 2021.

Amortisation decreased to GBPnil (2021: GBP0.3m) following the write-off of intangibles in the prior period.

Net cash used in investing activities amounted to GBP1.6m (2021: inflow of GBP12.5m, which included a GBP13.8m net cash inflow from the sale of businesses). This included spend on property, plant and equipment of GBP0.4m (2021: GBPnil), which mainly related to the unification of internal systems (2021: GBPnil), development expenditure capitalised of GBP1.0m (2021: GBP1.3m) and ViJi acquisition costs of GBP0.2m (2021: GBPnil).

Operational Review

The Group's results for the six months ended 31 May 2022, together with comparatives for the same period in 2021, are summarised in the tables below. The segmental analysis provides further information on the key areas of activity, K3 Products and Third-party Solutions.

2021 comparatives have been restated following the classification of Starcom and the Sage reseller business as discontinued activities.

 
                       Revenue              Gross profit         Gross margin 
-------------  -----------------------  -------------------  -------------------- 
                2022   2021 (restated)   2022          2021    2022          2021 
                                                 (restated)            (restated) 
-------------  -----  ----------------  -----  ------------  ------  ------------ 
                GBPm              GBPm   GBPm          GBPm 
 K3 Products     6.5               7.9    5.2           6.0   80.0%         75.9% 
 Third-party 
  solutions     13.4              13.0    6.7           6.1    50%%         46.9% 
-------------  -----  ----------------  -----  ------------  ------  ------------ 
 Total          19.9              20.9   11.9          12.1   59.8%         57.9% 
-------------  -----  ----------------  -----  ------------  ------  ------------ 
 
 
                                         2022   2021 
--------------------------------------  -----  ----- 
                                         GBPm   GBPm 
 Recurring or predictable revenue(2)     14.7   14.8 
 Recurring revenue from K3 strategic 
  products (SaaS, maintenance, annual 
  contracts and support)                  1.3    1.4 
--------------------------------------  -----  ----- 
 

K3 Products

K3 Products comprises:

-- K3 strategic products focused on fashion & apparel, principally K3|fashion, K3|ViJi, K3|pebblestone and K3|imagine; and

-- other stand-alone point solutions and apps, including our legacy point-of-sale ("POS") products.

Revenue generated by K3 Products was GBP6.5m (2021: GBP7.9m). This decrease mainly reflected revenue recognition of larger multi-year deals in the last financial year as well as some deal 'lumpiness'. We are now moving to a trend of customers buying annual software licences and progressively ramping up licence procurement, thereby increasing overall licence sizes. Gross profit was GBP5.2m (2021: GBP6.0m), and gross margin rose by 3.8 percentage points to 80.0% (2021: 75.9%), benefiting from a reduction in the cost base.

The value of strategic products continues to grow, helped by both new customer wins and existing customers taking more product. The total annualised revenue value of software licences from strategic products as at 31 May 2022 increased by 12% to GBP4.3m (31 May 2021: GBP3.9m) and at 31 July 2022 annualised revenue value stood at GBP4.9m. Just after the period end, in June 2022, the largest annual recurring revenue contract for K3|fashion was signed. Worth GBP0.2m annually, it was secured via our channel partner network with an existing customer. It continues the trend of larger licence contracts for this product and the trend for new customers to initially buy a small number of licences and subsequently acquire many more as the product is rolled out through their business. We have focused additional resource on channel partner management and, in particular, have expanded the commercial team in North America. We believe there is scope to increase sales of K3|fashion in this region to a significant percentage of the overall total.

We are integrating our new Sustainability suite, K3|ViJi, with our existing strategic products, and have also begun to offer it selectively as a discrete product to prospects and clients. ViJi's capabilities tap into growing demand, and we will continue to develop its solution suite.

As expected, the contribution from the legacy point-of-sale business reduced in the period, reflecting the legacy nature of this product set, although the contribution from maintenance and support contracts remained steady.

Third-party Solutions

Third-party Solutions comprises:

   --      our SYSPRO activity, which is focused on the manufacturing and distribution sector; and 
   --      Global Accounts, which provides specialist services. 

Revenue increased by 3% to GBP13.4m (2021: GBP13.0m) and gross profit was 10% higher at GBP6.7m (2021: GBP6.1m), with gross margin up by 3.1 percentage points to 50.0% (2021: 46.9%). The improvement in gross margin was driven by a combination of better services chargeability, offshoring, and increased licence and maintenance income.

SYSPRO continued to perform well and has established a solid contracted services back-log and a good pipeline of new business opportunities, with larger deal sizes. We have continued to invest in delivery resource and to develop intellectual property that supplements and enhances SYSPRO functionality.

Global Accounts continued to grow, supporting five new Inter IKEA Concept franchisee store openings in the six months to 31 May 2022. This included the first IKEA store in Oman and the largest IKEA store globally in the Philippines. Visibility on future activity is very good. We have recently completed the first IKEA store opening in Chile with a new franchisee, as well as a second store opening in Mexico. The revenue benefits are reflected in increased licences and recurring revenue. We have also improved the unit's gross margin through better utilisation and offshoring, and are continuing to recruit to satisfy increasing demand.

Central Costs

Underlying support/administrative costs(6) decreased by 3% to GBP10.9m (2021: GBP11.2m). This reflected lower people costs across all segments. Including capitalised development, costs reduced by 5% to GBP11.9m (2021: GBP12.6m).

Outlook

K3 has a clear growth strategy for both K3 Products and Third-party Solutions, and we are highly focused on the growth opportunities we have identified across both segments, as well as on cash generation and cost management. Once completed, the IT upgrade programme will support operational efficiencies and improved management processes.

Trading in June and July has been encouraging with a good level of deal closures, ahead of the same period last year, across both K3 Products and Third-party Solutions. Average software deal size is increasing, and we are satisfied with the level of new business opportunities in the Group's overall pipeline. There are attractive potential deals at both K3 Products and Third-party Solutions. We have also released new modules that support our strategic products. While attrition in our non-core legacy products customer base will continue, we are focused on providing a migration path to our strategic products for key accounts.

There are uncertainties ahead, which means that it remains prudent to be cautious about the rate and pace of deal closures. Nonetheless, the opportunity for K3 Products to participate more strongly in the fundamental shift under way in the retail sector, driven by the rise of digital shopping, is exciting. Our strongly cash-generative Third-party Solutions business has grown its software sales, maintenance and support income, as well as its order book, and we now expect the services revenue to grow accordingly.

The second half of the financial year is seasonally our stronger half, delivering high cash inflows from software licence and maintenance and support contract renewals, and we expect this weighting to be replicated this year.

Marco Vergani

Chief Executive Officer

Consolidated Income Statement

for the six months ended 31 May 2022

 
                                                        Restated^ 
                                           Unaudited    Unaudited         Audited 
                                            6 months     6 months       12 months 
                                           to 31 May    to 31 May              to 
                                                2022         2021     30 November 
                                                                             2021 
                                             GBP'000      GBP'000         GBP'000 
 
 Revenue                                      19,939       20,854          45,267 
 Cost of sales                               (8,047)      (8,747)        (18,432) 
--------------------------------------  ------------  -----------  -------------- 
 Gross profit                                 11,892       12,107          26,835 
 
 Administrative expenses                    (14,295)     (14,514)        (33,106) 
 Impairment losses on financial 
  assets                                       (165)        (125)           (118) 
--------------------------------------  ------------  -----------  -------------- 
 
 Adjusted EBITDA                                 994          880           4,357 
 Depreciation and amortisation               (3,024)      (3,824)         (6,797) 
 Amortisation of acquired intangibles              -        (284)           (518) 
 Exceptional Impairment                            -            -         (1,421) 
 Exceptional reorganisation 
  costs                                        (118)          881         (1,570) 
 Acquisition costs                              (98)            -               - 
 Share-based payment charge                    (322)        (185)           (440) 
--------------------------------------  ------------  -----------  -------------- 
 
 Loss from operations                        (2,568)      (2,532)         (6,389) 
 
 Finance expense                               (219)      (1,167)         (1,433) 
 
 Loss before taxation from 
  continuing operations                      (2,787)      (3,699)         (7,822) 
 
 Tax credit/(expense)                            156        (951)           (939) 
 
 Loss after taxation from continuing 
  operations                                 (2,631)      (4,650)           (8,761) 
 
 (Loss)/profit after taxation 
  from discontinued operations                 (130)        9,689            12,292 
 
 (Loss)/profit for the period/year           (2,761)        5,039             3,531 
--------------------------------------  ------------  -----------  ---------------- 
 
 

^ The results for the 6 month period ended 31 May 2021 have been restated to present K3 FDS Limited as discontinued operations.

All the loss for the year is attributable to equity shareholders of the parent.

 
                                      Note                   Restated^ 
                                                Unaudited    Unaudited         Audited 
                                                 6 months     6 months       12 months 
                                                to 31 May    to 31 May              to 
                                                     2022         2021     30 November 
                                                                                  2021 
 (Loss)/profit per share 
 Basic and diluted earnings/(loss) 
  per share                                        (6.2)p        11.6p            8.0p 
 Basic and diluted loss per 
  share from continuing operations                 (5.9)p      (10.7)p         (19.9)p 
 Adjusted earnings per share                       (4.9)p      (11.3)p         (13.8)p 
 

Consolidated Statement of Comprehensive Income

for the six months ended 31 May 2022

 
                                         Notes                   Restated^ 
                                                    Unaudited    Unaudited         Audited 
                                                     6 months     6 months       12 months 
                                                    to 31 May    to 31 May              to 
                                                         2022         2021     30 November 
                                                                                      2021 
                                                      GBP'000      GBP'000         GBP'000 
 
 (Loss)/profit for the period/year                    (2,761)        5,039           3,531 
-----------------------------------------------  ------------  -----------  -------------- 
 Other comprehensive income 
 Exchange differences on translation 
  of foreign operations                                     7        (842)         (1,085) 
-----------------------------------------------  ------------  -----------  -------------- 
 Total comprehensive income/(expense) 
  for the period/year                                 (2,754)        4,197           2,446 
-----------------------------------------------  ------------  -----------  -------------- 
 

All the total comprehensive income/(expense) is attributable to equity holders of the parent. All the other comprehensive income/(expense) will be reclassified subsequently to profit or loss when specific conditions are met. None of the items within other comprehensive income/(expense) had a tax impact.

 
            Consolidated Statement of Financial 
             Position 
             as at 31 May 2022                                                         Restated      Audited 
                                                                         Unaudited    Unaudited     as at 30 
                                                                          as at 31     as at 31     November 
                                                   Notes                  May 2022     May 2021         2021 
                                                                           GBP'000      GBP'000      GBP'000 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                                               1,661        1,629        1,551 
 Right-of-use assets                                                         1,098        1,851        1,709 
 Goodwill                                                                   25,475       25,733       24,772 
 Other intangible assets                                                     5,902        8,408        6,648 
 Deferred tax assets                                                         1,010          681        1,010 
 Total non-current assets                                                   35,146       38,302       35,690 
                                                           -----------------------  -----------  ----------- 
 
 Current assets 
 Stock                                                                         448          497          467 
 Trade and other receivables                                                11,742       10,387       10,605 
 Cash and cash equivalents                                                   4,322        6,295        9,146 
 Total current assets                                                       16,512       17,179       20,218 
                                                           -----------------------  -----------  ----------- 
 
 Total assets                                                               51,658       55,481       55,908 
                                                           -----------------------  -----------  ----------- 
 
 LIABILITIES 
 Non-current liabilities 
 Lease liabilities                                                             223          926          135 
 Provisions                                                                    783          472        1,129 
 Deferred tax liabilities                                                    1,288          925        1,288 
                                                           -----------------------  -----------  ----------- 
 Total non-current liabilities                                               2,294        2,323        2,552 
                                                           -----------------------  -----------  ----------- 
 
 Current liabilities 
 Trade and other payables                                                   10,610       11,318       14,456 
 Current tax liabilities                                                       632        1,577          509 
 Lease liabilities                                                             951          943        1,623 
 Borrowings                                                                  2,949        1,901          113 
 Provisions                                                                    854          122          854 
 Total current liabilities                                                  15,996       15,861       17,555 
                                                           -----------------------  -----------  ----------- 
 
 Total liabilities                                                          18,290       18,184       20,107 
                                                           -----------------------  -----------  ----------- 
 
 EQUITY 
 Share capital                                                              11,183       11,183       11,183 
 Share premium account                                                      31,451       31,451       31,451 
 Other reserves                                                             11,151       11,151       11,151 
 Translation reserve                                                         1,545        1,781        1,538 
 Accumulated losses                                                       (21,962)     (18,269)     (19,522) 
                                                           -----------------------  -----------  ----------- 
 Total equity attributable to equity 
  holders of the parent                                                     33,368       37,297       35,801 
                                                           -----------------------  -----------  ----------- 
 
 Total equity and liabilities                                               51,658       55,481       55,908 
                                                           -----------------------  -----------  ----------- 
 
 

Consolidated Cash Flow Statement

for the six months ended 31 May 2022

 
                                                                                         Restated^ 
                                                                            Unaudited    Unaudited          Audited 
                                                                             6 months     6 months     12 months to 
                                                                            to 31 May    to 31 May      30 November 
                                                                                 2022         2021             2021 
                                                                  Notes       GBP'000      GBP'000          GBP'000 
 Cash flows from operating activities 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 (Loss)/profit for the period                                                 (2,761)        5,039            3,531 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Adjustments for: 
 Finance expense                                                                  219        1,160            1,448 
 Tax (income)/expense                                                           (156)          841              829 
 Depreciation of property, plant and equipment                                    300          268              591 
 Depreciation of right-of-use assets                                              678          869              963 
 Amortisation of intangible assets and development expenditure                  2,060        3,219            5,639 
 Impairment of intangible assets                                                    -            -            1,421 
 Loss on sale of property, plant and equipment                                      -            -              466 
 Share-based payments charge                                                      322          185              440 
 Profit on disposal of discontinued operations, net of tax                          -     (10,314)         (11,893) 
 (Decrease)/increase in provisions                                              (346)          169            1,558 
 (Increase)/decrease in trade and other receivables                           (1,087)        1,062            (242) 
 (Decrease) in trade and other payables                                       (4,658)      (9,863)          (3,896) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Cash (used in)/generated from operations                                     (5,429)      (7,365)              855 
 Income taxes                                                                     279         (38)          (1,362) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Net cash (used in)/generated from operating activities                       (5,150)      (7,403)            (507) 
 Cash flows from investing activities 
 Net cash flow arising on the sale of businesses                                    -       13,795           14,762 
 Acquisition of subsidiary                                                      (180)            -                - 
 Development expenditure capitalised                                          (1,013)      (1,330)          (3,024) 
 Purchase of property, plant and equipment                                      (410)            -            (623) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Net cash (used in)/from investing activities                                 (1,603)       12,465           11,115 
 Cash flows from financing activities 
 Proceeds from loans and borrowings                                             1,500            -            4,800 
 Issue of shares                                                                    -        3,000                - 
 Repayment of loans and borrowings                                               (83)      (9,253)         (11,571) 
 Repayment of lease liabilities                                                 (584)        (791)          (1,187) 
 Interest paid on lease liabilities                                              (96)        (131)            (202) 
 Finance expense paid                                                            (26)      (1,051)            (673) 
 Net cash (used in)/from financing activities                                     711      (8,226)          (8,833) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Net change in cash and cash equivalents                                      (6,042)      (3,164)            1,775 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Cash and cash equivalents at start of period/year                              9,033        7,566            7,566 
 Exchange losses on cash and cash equivalents                                    (64)          (8)            (308) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Cash and cash equivalents at end of period/year                                2,927        4,394            9,033 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Cash and cash equivalents                                                      4,322        6,295            9,146 
 Bank overdrafts (secured)                                          8         (1,395)      (1,901)            (113) 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 Net cash and cash equivalents                                                  2,927        4,394            9,033 
---------------------------------------------------------------  ------  ------------  -----------  --------------- 
 
 

Consolidated Statement of Changes in Equity

for the period ended 31 May 2022

 
                                                                          Translation     Accumulated 
                      Share capital   Share premium   Other reserves          reserve        earnings   Total equity 
                            GBP'000         GBP'000          GBP'000          GBP'000         GBP'000        GBP'000 
 At 1 December 2020          10,737          28,897           11,151            2,623        (23,493)         29,915 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Changes in equity                                                                                                 - 
 for the six 
 months ended 31 
 May 2021 
 Profit for the 
  period                          -               -                -                -           5,039          5,039 
 Other 
  comprehensive 
  expense for the 
  period                          -               -                -            (842)               -          (842) 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Total 
  comprehensive 
  income/(expense)                -               -                -            (842)           5,039          4,197 
 Share based 
  payment                         -               -                -                -             185            185 
 Issue of shares                446           2,554                -                -               -          3,000 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 At 31 May 2021              11,183          31,451           11,151            1,781        (18,269)         37,297 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Changes in equity 
 for year ended 30 
 November 2021 
 Loss for the year                -               -                -                -         (1,508)        (1,508) 
 Other 
  comprehensive 
  expense for the 
  year                            -               -                -            (243)               -          (243) 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Total 
  comprehensive 
  income/(expense)                -               -                -            (243)         (1,508)        (1,751) 
 Share based 
  payment                         -               -                -                -             255            255 
 At 30 November 
  2021                       11,183          31,451           11,151            1,538        (19,523)         35,800 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Changes in equity                                                                                                 - 
 for six months 
 ended 31 May 2022 
 Loss for the 
  period                          -               -                -                -         (2,761)        (2,761) 
 Other 
  comprehensive 
  income for the 
  period                          -               -                -                7               -              7 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 Total 
  comprehensive 
  expense                         -               -                -                7         (2,761)        (2,754) 
 Share based 
  payment                         -               -                -                -             322            322 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 At 31 May 2022              11,183          31,451           11,151            1,545        (21,962)         33,368 
-------------------  --------------  --------------  ---------------  ---------------  --------------  ------------- 
 
   1              Segment information 

For the six months ended 31 May 2022

 
                                                  K3 Products   Third-party solutions   Central Costs      Total 
                                                      GBP'000                 GBP'000         GBP'000    GBP'000 
 Total segment revenue                                  8,676                  14,785               -     23,461 
 Less Inter-segment revenue                           (2,186)                 (1,337)               -    (3,523) 
 Software licence revenue                                 836                   1,801               -      2,637 
 Services revenue                                         415                   8,019               -      8,434 
 Maintenance & support                                  4,834                   3,614               -      8,448 
 Hardware and other revenue                               406                      14               -        420 
 External revenue                                       6,491                  13,448               -     19,939 
 Cost of sales                                        (1,287)                 (6,760)               -    (8,047) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Gross profit                                           5,204                   6,688               -     11,892 
 Gross margin                                           80.2%                   49.7%               -      59.6% 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Underlying Administrative expenses(7)                (4,617)                 (3,482)         (2,799)   (10,898) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Adjusted EBITDA(1) from continuing operations            587                   3,206         (2,799)        994 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Depreciation and amortisation                              -                       -         (3,024)    (3,024) 
 Exceptional reorganisation costs                           -                       -           (118)      (118) 
 Acquisition costs                                          -                       -            (98)       (98) 
 Share-based payment charge                                 -                       -           (322)      (322) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss from operations                                     587                   3,206         (6,361)    (2,568) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Finance expense                                            -                       -           (219)      (219) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss before tax and discontinued operations              587                   3,206         (6,580)    (2,787) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Tax credit                                                 -                       -             156        156 
 Loss from discontinued operations                          -                       -           (130)      (130) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Profit/(loss) for the year                               587                   3,206         (6,554)    (2,761) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 
 

For the six months ended 31 May 2021

 
                                                  K3 Products   Third-party solutions   Central Costs      Total 
                                                      GBP'000                 GBP'000         GBP'000    GBP'000 
 Total segment revenue                                 10,605                  14,026               -     24,631 
 Less Inter-segment revenue                           (2,722)                 (1,055)               -    (3,777) 
 Software licence revenue                               1,878                   1,614               -      3,492 
 Services revenue                                         553                   8,060               -      8,613 
 Maintenance & support                                  4,879                   3,256               -      8,135 
 Hardware and other revenue                               573                      41               -        614 
 External revenue                                       7,883                  12,971               -     20,854 
 Cost of sales                                        (1,860)                 (6,887)               -    (8,747) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Gross profit                                           6,023                   6,084               -     12,107 
 Gross margin                                           76.4%                   46.9%               -      58.1% 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Underlying Administrative expenses(7)                (4,845)                 (3,396)         (2,986)   (11,227) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Adjusted EBITDA(1) from continuing operations          1,178                   2,688         (2,986)        880 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Depreciation and amortisation                              -                       -         (3,824)    (3,824) 
 Amortisation of acquired intangibles                       -                       -           (284)      (284) 
 Exceptional reorganisation costs                           -                       -           (185)      (185) 
 Share-based payment charge                                 -                       -           (185)      (185) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss from operations                                   1,178                   2,688         (6,398)    (2,532) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Finance expense                                            -                       -         (1,167)    (1,167) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss before tax and discontinued operations            1,178                   2,688         (7,565)    (3,699) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Tax expense                                                -                       -           (951)      (951) 
 Profit from discontinued operations                        -                       -           9,689      9,689 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Profit for the year                                    1,178                   2,688           1,173      5,039 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 
 

For the twelve months ended 30 November 2021

 
                                                  K3 Products   Third-party solutions   Central Costs      Total 
                                                      GBP'000                 GBP'000         GBP'000    GBP'000 
 Total segment revenue                                 20,297                  32,613               -     52,910 
 Less inter-segment revenue                           (5,512)                 (2,131)               -    (7,643) 
 Software licence revenue                               3,316                   3,325               -      6,641 
 Services revenue                                       1,048                  16,277               -     17,325 
 Maintenance & support                                  9,091                  10,777               -     19,868 
 Hardware and other revenue                             1,331                     102               -      1,433 
 External revenue                                      14,786                  30,482               -     45,267 
 Cost of sales                                        (3,653)                (14,780)               -   (18,432) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Gross profit                                          11,133                  15,702               -     26,835 
 Gross margin                                           75.3%                   51.5%               -      59.3% 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Underlying Administrative expenses(7)                (9,922)                 (6,628)         (5,928)   (22,478) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Adjusted EBITDA(1) from continuing operations          1,211                   9,074         (5,928)      4,357 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Depreciation and amortisation                              -                       -         (6,797)    (6,797) 
 Amortisation of acquired intangibles                       -                       -           (518)      (518) 
 Exceptional impairment                                     -                       -         (1,421)    (1,421) 
 Exceptional reorganisation costs                           -                       -         (1,570)    (1,570) 
 Share-based payment charge                                 -                       -           (440)      (440) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss from operations                                   1,211                   9,074        (16,674)    (6,389) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Finance expense                                            -                       -         (1,433)    (1,433) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Loss before tax and discontinued operations            1,211                   9,074        (18,107)    (7,822) 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Tax expense                                                -                       -           (939)      (939) 
 Profit from discontinued operations                        -                       -          12,292     12,292 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 Profit for the year                                    1,211                   9,074         (6,754)      3,531 
-----------------------------------------------  ------------  ----------------------  --------------  --------- 
 
 
   2              General information 

K3 Business Technology Group Plc is incorporated in England and Wales under the Companies Act (listed on AIM, a market operated by the London Stock Exchange Plc) with the registered number 2641001. The address of the registered office is Baltimore House, 50 Kansas Avenue, Manchester M50 2GL.

The interim condensed consolidated financial statements comprise the company and its subsidiaries, "the Group".

   3              Basis of preparation and Going Concern 

The financial information set out in this Interim Report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 November 2021, prepared in accordance with the international accounting standards in conformity with the requirements of the Companies Act 2006, have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards ("IFRS") and on the same basis and using the same accounting policies as used in the financial statements for the year ended 30 November 2021.

The financial information has not been prepared (and is not required to be prepared) in accordance with IAS 34. The accounting policies have been applied consistently throughout the Group for the purposes of preparation of this financial information.

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 Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing this financial information.

   4              Significant events 

On 27 January 2022, K3 acquired the French sustainability start-up, ViJi SAS. ViJi's products enable brands to trace and authenticate more easily and reliably with the environmental and social credentials of their supply chains. This includes the collection, verification and renewals of supplier certifications. The software also has a consumer-facing component, enabling the digital communication of information on the ethical history of items, including materials, manufacturing processes and sustainability.

On 9 February 2022, the Group granted a further 80,000 Market Prices Share Options and a further 175,000 new Nominal Priced Options to certain PDMRs.

On 11 February 2022, the Group agreed an extension to its Current Revolving Credit Facility with Barclays for GBP3.5m until 31 March 2023.

On 18 May 2022, 500,000 Market Priced Options and 175,000 Nominal Priced Options were issued to certain PDMRs and employees of the Group.

In May 2022, Jonathan Manley (non-executive director) retired by rotation at the Annual General meeting.

   5              ViJi acquisition 

On 27 January 2022, K3 purchased 100% of the share capital of ViJi, an innovative software developer with an exciting suite of products focused on sustainability. Based in south-west France, ViJi developed fully scalable software solutions that support the sustainability objectives and strategies of fashion retailers.

The strategic acquisition will complement K3's refocused growth strategy and international customer base as we continue to transform fashion, apparel and select retail markets for good.

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

 
                                            Fair Value 
                                             GBP'000 
 Development Costs                                  53 
 Other intangibles assets                          250 
 Property, plant and equipment                       2 
 Accounts receivables                               35 
 Cash                                               30 
 Bank loans                                      (138) 
 Trade and other payables                         (35) 
 Net Assets                                        197 
                                           =========== 
 
 Fair value of consideration paid            GBP'000 
 Cash on completion                                210 
 Deferred consideration                             84 
 Contingent consideration                          588 
                                                   882 
                                           =========== 
 
 Goodwill                                          685 
                                           =========== 
 
 Net cash outflow arising on acquisition 
 Cash consideration                                210 
 Less: cash and cash equivalent 
  balances acquired                               (30) 
                                                   180 
                                           ----------- 
 

Acquisition costs of GBP98k arose as a result of the transaction. These have been recognised as part of exceptional administrative expenses in the statement of comprehensive income.

The deferred consideration of GBP84k (EUR100k), is to be paid in Cash on the anniversary of the closing date, Contingent consideration capped at GBP588k (EUR700k) will be paid as an earn-out in respect of achievement of measures during financial years 2023 and 2024.

   6              Discontinued operations 

On 26 February 2021, the Group announced that a sale of the Starcom business for consideration of GBP14.7m had been approved and completed. Starcom had already been classified as a discontinued operation in the prior year as it represented a major line of business for the Group.

The post-tax gain on disposal of the Starcom business was determined as follows:

 
                                       Unaudited    Unaudited        Audited 
                                        6 months     6 months      12 months 
                                           to 31    to 31 May             to 
                                             May         2021    30 November 
                                            2022                        2021 
                                         GBP'000      GBP'000        GBP'000 
 
 Cash consideration received                   -       14,474         14,474 
                                      ---------- 
 Total consideration received                  -       14,747         14,747 
                                      ----------  -----------  ------------- 
 Cash disposed of                              -      (1,375)        (1,375) 
                                      ---------- 
 Net cash inflow on disposal 
  of discontinued operations                   -       13,372         13,372 
                                      ---------- 
 
 Net assets disposed (other 
  than cash) 
 Property, plant and equipment                 -        (199)          (199) 
 Intangibles                                   -      (3,015)        (3,015) 
 Right of use asset                            -        (454)          (454) 
 Trade and other receivables                   -      (2,404)        (2,404) 
 Trade and other payables                      -        1,958          1,958 
                                      ----------  -----------  ------------- 
                                               -      (4,114)        (4,114) 
  ----------------------------------------------  -----------  ------------- 
 Pre-tax gain on disposal of 
  discontinued operations                      -        9,258          9,258 
 Related tax expense                           -            -              - 
                                     ----------- 
 Gain on disposal of discontinued 
  operations                                   -        9,258          9,258 
                                      ----------  -----------  ------------- 
 

Trade and other payables includes an onerous contract provision of GBP1,125k relating to higher than market pricing on the 3 year post completion service agreement with the buyer.

The results of the Starcom business for the year are presented below:

 
                                            Unaudited    Unaudited        Audited 
                                             6 months     6 months      12 months 
                                                to 31    to 31 May             to 
                                                  May         2021    30 November 
                                                 2022                        2021 
                                              GBP'000      GBP'000        GBP'000 
 
 Total Revenue                                      -        2,309          2,309 
 Less inter-segment revenue                         -            -              - 
---------------------------------------   -----------  -----------  ------------- 
 External revenue                                   -        2,309          2,309 
 Cost of sales                                      -        (845)          (845) 
----------------------------------------   ----------  -----------  ------------- 
 Gross profit                                       -        1,464          1,464 
 
 Administrative expenses                            -      (1,011)        (1,011) 
 Impairment losses on financial                     -            -              - 
  assets 
 Amortisation of acquired intangibles               -         (99)          (107) 
 Profit from operations                             -          354            346 
 
 Profit on disposal                                 -        9,258          9,258 
 Finance credit                                     -            9              9 
----------------------------------------   ----------  -----------  ------------- 
 Profit before taxation from 
  discontinued operations                           -        9,621          9,613 
----------------------------------------   ----------  -----------  ------------- 
 Tax credit including on gain 
  on asset held for sale                            -          110            110 
 Profit for the year from discontinued 
  operations                                        -        9,731          9,723 
----------------------------------------  -----------  -----------  ------------- 
 Basic and diluted profit per share 
  from discontinued operations (pence 
  per share)                                        -         24.8            2.6 
----------------------------------------  -----------  -----------  ------------- 
 

The net cashflows incurred by Starcom are as follows:

 
                      Unaudited    Unaudited          Audited 
                       6 months     6 months        12 months 
                      to 31 May    to 31 May               to 
                           2022         2021      30 November 
                                                         2021 
                        GBP'000      GBP'000          GBP'000 
 Operating                    -          379            628 
 Investing                    -            -          (129) 
 Financing                    -       12,835          (157) 
                   ------------  -----------  ------------- 
 Net cash inflow              -       13,214            342 
                   ------------  -----------  ------------- 
 
 

On 20 September 2021, the Group disposed of the customers and employees of its Sage business to Pinnacle Computing (Support) Ltd for GBP1.68m.

Formal completion occurred in early October 2021, following a TUPE consultation process in respect of the transfer to Pinnacle of the employees, and the disposal consideration was subject to a downward adjustment of GBP0.2m in respect of restructuring costs that Pinnacle undertook immediately following completion. The Group maintained ownership of the sales ledger at Completion which was GBP0.1m at 30 November 2021.

The post-tax gain on disposal of the Sage business was determined as follows:

 
                                        Unaudited     Unaudited        Audited 
                                         6 months      6 months      12 months 
                                        to 31 May     to 31 May             to 
                                             2022          2021    30 November 
                                                                          2021 
                                          GBP'000       GBP'000        GBP'000 
 
 Cash consideration received                     -            -          1,475 
                                      ------------ 
 Total consideration received                    -            -          1,475 
                                      ------------  -----------  ------------- 
 Cash disposed of                               -             -              - 
                                     ------------ 
 Net cash inflow on disposal 
  of discontinued operations                     -            -          1,475 
                                      ------------ 
 
 Net assets disposed (other 
  than cash) 
 Trade and other receivables                     -            -            682 
 Trade and other payables                        -            -            478 
                                      ------------  -----------  ------------- 
             -                                                -          1,160 
  ------------  -----------------------------------------------  ------------- 
 Pre-tax gain on disposal of 
  discontinued operations                        -            -          2,635 
 Related tax expense                            -             -              - 
                                     ------------ 
 Gain on disposal of discontinued 
  operations                                     -            -          2,635 
                                      ------------  -----------  ------------- 
 

Trade and other payables includes the release of working capital accruals no longer payable following the disposal of the business.

The results of the Sage business for the year are presented below:

 
                                              Unaudited    Unaudited        Audited 
                                               6 months     6 months      12 months 
                                              to 31 May    to 31 May             to 
                                                   2022         2021    30 November 
                                                                               2021 
                                                             GBP'000        GBP'000 
 
 External revenue                                  (46)        2,391          4,011 
 Cost of sales                                      (2)      (1,425)        (2,437) 
------------------------------------------  -----------  -----------  ------------- 
 Gross (loss)/profit                               (48)          966          1,574 
                                                   (82)        (995)        (1,641) 
 Administrative expenses                            (1)          (5)             31 
 Impairment losses on financial 
  assets                                          (130)         (34)           (36) 
 (Loss)/profit from operations                     (47)          966          1,574 
 
 Disposal (costs)/profit                              -          (6)          2,629 
 Finance credit/(expense)                             1          (2)           (24) 
------------------------------------------  -----------  -----------  ------------- 
 Profit before taxation from 
  discontinued operations                         (130)         (42)          2,569 
------------------------------------------  -----------  -----------  ------------- 
 Tax credit /(charge) including 
  on gain on asset held for 
  sale                                                -            -              - 
-----------------------------------------   -----------  -----------  ------------- 
 (Loss)/profit for the year from 
  discontinued operations                         (130)         (42)          2,569 
------------------------------------------  -----------  -----------  ------------- 
 Basic and diluted (loss)/profit 
  per share from discontinued operations 
  (pence per share)                               (0.3)        (0.1)            5.8 
------------------------------------------  -----------  -----------  ------------- 
 

The amounts included in the consolidated cashflows related to the Sage business are as follows:

 
                      Unaudited    Unaudited          Audited 
                       6 months     6 months        12 months 
                      to 31 May    to 31 May               to 
                           2022         2021      30 November 
                                                         2021 
                        GBP'000      GBP'000          GBP'000 
 Operating                (131)         (34)          (230) 
 Investing                    -            -              - 
 Financing                    1          (2)              - 
                    -----------  -----------  ------------- 
 Net cash outflow         (130)         (36)          (230) 
                    -----------  -----------  ------------- 
 
 
   7              (Loss)/earnings per share 

The calculations of (loss)/earnings per share (EPS) are based on the profit/(loss) for the period and the following numbers of shares:

 
                                         Unaudited     Unaudited        Audited 
                                          6 months      6 months      12 months 
                                         to 31 May     to 31 May             to 
                                              2022          2021    30 November 
                                                                           2021 
 Denominator                               GBP'000       GBP'000        GBP'000 
 
 Weighted average number of 
  shares used in basic and diluted 
  EPS                                   44,705,570    43,602,052     44,090,074 
 

Certain employee options and warrants have not been included in the calculation of diluted EPS because their exercise is contingent on the satisfaction of certain criteria that had not been met at the end of the period/year.

 
                                               Unaudited    Unaudited        Audited 
                                                6 months     6 months      12 months 
                                               to 31 May    to 31 May             to 
                                                    2022         2021    30 November 
                                                                                2021 
                                                 GBP'000      GBP'000        GBP'000 
 
 Loss after tax from continuing operations       (2,631)      (4,650)        (8,761) 
 Profit after tax from discontinued 
  operations                                         130        9,689         12,292 
                                             -----------  -----------  ------------- 
 (Loss)/profit attributable to ordinary 
  equity holders of the parent for 
  basic and diluted earnings per share           (2,501)        5,038          3,531 
                                             -----------  -----------  ------------- 
 

The alternative earnings per share calculations have been computed because the directors consider that they are useful to shareholders and investors. These are based on the following profits/(losses) and the above number of shares.

 
                                                 Unaudited    Unaudited        Audited 
                                                  6 months     6 months      12 months 
                                                 to 31 May    to 31 May             to 
                                                      2022         2021    30 November 
                                                                                  2021 
                                                   GBP'000      GBP'000        GBP'000 
 
 Loss after tax from continuing operations         (2,631)      (4,650)        (8,761) 
 Add back Other Items: 
 Amortisation of acquired intangibles                  (0)          284            518 
 Exceptional reorganisation costs                      118        (881)          1,605 
 Exceptional impairment costs                            -            -          1,421 
 Acquisition costs                                      98            -              - 
 Shared-based payment charge                           322          185            440 
 Tax (credit)/charge related to Other 
  Items                                              (102)          132        (1,291) 
 
 Loss attributable to ordinary equity 
  holders of the parent for basic and 
  diluted earnings per share from continuing 
  operations before other items                    (2,195)      (4,931)          (6,068) 
                                               -----------  -----------  --------------- 
 
 
 
                                         Unaudited    Unaudited        Audited 
                                          6 months     6 months      12 months 
                                         to 31 May    to 31 May             to 
                                              2022         2021    30 November 
                                                                          2021 
                                           GBP'000      GBP'000        GBP'000 
-------------------------------------  -----------  -----------  ------------- 
 (Loss)/profit per share 
 Basic and diluted loss per share            (6.2)         11.6            8.0 
 Basic and diluted (loss)/profit per 
  share from continuing operations           (5.9)       (10.7)         (19.9) 
                                             (0.3)         22.3           27.9 
-------------------------------------  -----------  -----------  ------------- 
 Adjusted loss per share 
 Basic and diluted loss per share 
  from continuing operations before 
  other items                                (4.9)       (11.3)         (13.8) 
-------------------------------------  -----------  -----------  ------------- 
 
   8              Loans and borrowings 
 
                                                     Unaudited     Audited 
                                         Unaudited       as at    as at 30 
                                          as at 31          31    November 
                                          May 2022    May 2021        2021 
                                           GBP'000     GBP'000     GBP'000 
 Current 
 Bank overdrafts (secured)                   1,395       1,901         113 
 Bank loans (secured)                        1,555           -           - 
                                             2,950       1,901         113 
                             ---------------------  ----------  ---------- 
 
   9              Net debt 
 
                                                          Unaudited     Audited 
                                              Unaudited       as at    as at 30 
                                               as at 31          31    November 
                                               May 2022    May 2021        2021 
                                                GBP'000     GBP'000     GBP'000 
 Loans and borrowings                           (2,949)     (1,901)       (113) 
 Cash                                             4,322       6,295       9,146 
                                  ---------------------  ----------  ---------- 
 Net cash (before leases)                         1,373       4,394       9,033 
                                  ---------------------  ----------  ---------- 
 Non-current leases liabilities                   (223)       (926)       (135) 
 Current lease liabilities                        (951)       (943)     (1,623) 
                                  ---------------------  ----------  ---------- 
 Net Cash                                           199       2,525       7,275 
                                  ---------------------  ----------  ---------- 
 
   10           Trade and other payables 
 
                                                                  Unaudited     Audited 
                                                      Unaudited       as at    as at 30 
                                                       as at 31          31    November 
                                                       May 2022    May 2021        2021 
                                                        GBP'000     GBP'000     GBP'000 
 
 Trade payables                                           2,432       2,144       2,330 
 Other payables                                           1,437       1,100         704 
 Accruals                                                 2,539       2,391       5,354 
                                          ---------------------  ----------  ---------- 
 Total financial Liabilities, excluding 
  loans and borrowings, classified 
  as financial liabilities measures 
  at amortised cost                                       6,408       5,635       8,388 
 Other tax and social security 
  tax                                                     1,181       2,163       2,704 
 Contract liabilities                                     3,021       3,520       3,364 
                                                         10,610      11,318      14,456 
                                          ---------------------  ----------  ---------- 
 
   11           Trade and other receivables 
 
                                                   Unaudited     Audited 
                                       Unaudited       as at    as at 30 
                                        as at 31          31    November 
                                        May 2022    May 2021        2021 
                                         GBP'000     GBP'000     GBP'000 
 
 Trade receivables                         7,797       7,149       7,407 
 Loss allowance                            (726)     (1,089)       (852) 
                           ---------------------  ----------  ---------- 
 Trade receivables - net                   7,071       6,060       6,555 
 Other receivables                           172         128         122 
 Contract assets                           3,423       3,009       3,077 
 Prepayments                               1,076       1,190         851 
                                          11,742      10,387      10,605 
                           ---------------------  ----------  ---------- 
 
   12           Tax 
 
                                                        Unaudited    Unaudited        Audited 
                                                         6 months     6 months      12 months 
                                                            to 31    to 31 May             to 
                                                              May         2021    30 November 
                                                             2022                        2021 
                                                          GBP'000      GBP'000        GBP'000 
 Current tax (credit)/expense 
 Income tax of overseas operations 
  on (losses)/profits for the period/year                   (156)          662            676 
 Adjustment in respect of prior 
  periods                                                       -            -           (80) 
                                            ---------------------  -----------  ------------- 
 Total current tax (credit)/expense                         (156)          662            596 
                                            ---------------------  -----------  ------------- 
 
 Deferred tax (income)/expense 
 Origination and reversal of temporary 
  differences                                                   -        (272)            233 
 Adjustment in respect of prior 
  periods                                                       -          451              - 
                                            ---------------------  -----------  ------------- 
 Total deferred tax expense                                     -          179            233 
                                            ---------------------  -----------  ------------- 
 
 Total tax (credit)/expense                                 (156)          841            829 
                                            ---------------------  -----------  ------------- 
 
 Income tax (credit)/expense attributable 
  to continuing operations                                  (156)          951            939 
 Income tax credit attributable 
  to discontinued operations                                    -        (110)          (110) 
                                            ---------------------  -----------  ------------- 
                                                            (156)          841            829 
                                            ---------------------  -----------  ------------- 
 
   13           Non-statutory information 

The Group uses a variety of alternative performance measures, which are non-IFRS, to assess the performance of its operations. The Group considers these performance measures to provide useful historical financial information to help investors evaluate the underlying performance of the business.

These measures, as described below, are used to improve the comparability of information between reporting periods and geographical units, to adjust for exceptional items or to adjust for businesses identified as discontinued to provide information on the ongoing activities of the Group. This also reflects how the business is managed and measured on a day-to-day basis.

1 Adjusted EBITDA - is the loss from continuing activities adjusted to exclude depreciation and amortisation of development costs GBP3.0m (May 2021: GBP3.8m, Nov 2021: GBP6.8m), amortisation of acquired intangibles GBPnil (May 2021: GBP0.3m, Nov 2021 GBP0.5m), exceptional impairment costs GBPnil (May 2021 GBPnil, Nov 2021 GBP1.4m) exceptional reorganisation costs GBP0.1m (May 2021: GBP0.8m income, Nov 2021 GBP1.6m), acquisition costs GBP0.1m (May 2021: GBPnil, Nov 2021: GBPnil), and share-based charges GBP0.3m (May 2021: GBP0.2m, Nov 2021 GBP0.4m).

2 Recurring or predictable revenue - Contracted support, maintenance and services revenues with a framework agreement of 2 years or more.

3 Strategic SaaS, maintenance and support - maintenance and support revenue for Strategic IP within K3 products.

4 Net cash/debt comprises Bank Loans, Shareholder Loans and Overdrafts less Cash and cash equivalents, including Cash and cash equivalents held for sale.

5 Adjusted loss/earnings per share - basic loss per share from continuing operations adjusted to exclude amortisation of acquired intangibles GBPnil (May 2021: GBP0.3m, Nov 2021 GBP0.5m), exceptional impairment costs GBPnil (May 2021 GBPnil, Nov 2021 GBP1.4m) exceptional reorganisation costs GBP0.1m (May 2021: GBP0.8m income, Nov 2021 GBP1.6m), acquisition costs GBP0.1m (May 2021: GBPnil, Nov 2021: GBPnil), and share-based charges GBP0.3m (May 2021: GBP0.2m, Nov 2021 GBP0.4m) net of the related tax charge GBP0.1m (May 2021 GBP0.1m credit, Nov 2021 GBP1.3m).

6 Underlying support/admin costs - administrative expenses adjusted to exclude depreciation and amortisation of development costs GBP3.0m (May 2021: GBP3.8m, Nov 2021: GBP6.8m), amortisation of acquired intangibles GBPnil (May 2021: GBP0.3m, Nov 2021 GBP0.5m), exceptional impairment costs GBPnil (May 2021 GBPnil, Nov 2021 GBP1.4m) exceptional reorganisation costs GBP0.1m (May 2021: GBP0.8m income, Nov 2021 GBP1.6m), acquisition costs GBP0.1m (May 2021: GBPnil, Nov 2021: GBPnil), and share-based charges GBP0.3m (May 2021: GBP0.2m, Nov 2021 GBP0.4m).

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August 24, 2022 02:00 ET (06:00 GMT)

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