Interim Results

Glantus Holdings PLC

29 September 2023

 

 

29 September 2023

Glantus Holdings plc

("Glantus" or the "Company" or the "Group")

Interim Results

Glantus (AIM: GLAN), a leading provider of software as a service ("SaaS") solutions delivering automation and analytics to the Accounts Payable ("AP") function is pleased to announce its interim results for the six months to 30 June 2023 ("H1 2023").

Acquisition of Glantus by Basware Oy

On 14 August 2023, Genesis Bidco Limited ("Bidco") and the board of directors of Glantus Holdings plc ("Glantus" or the "Company") announced that they had reached agreement on the terms of a recommended all cash offer by Bidco, which has been unanimously recommended by the Glantus Board and pursuant to which Bidco, a newly incorporated private limited company wholly-owned by Basware Oy ("Basware"), will acquire the entire issued and to be issued share capital of Glantus (the "Acquisition"). It is intended that the Acquisition will be implemented by means of a High Court sanctioned scheme of arrangement under Chapter 1 of Part 9 of the Act (the "Scheme").

The full timetable of principal events for the Acquisition is currently as set out as per the Company's Notice of Court Hearing RNS announced 19 September 2023.

If any of the expected times and/or dates change further, the revised times and/or dates will be notified by Glantus through a Regulatory Information Service.

Maurice Healy

Chief Executive Officer

29 September 2023

Enquiries

Glantus Holdings Plc                                                                                        [phone]

Maurice Healy, Chief Executive Officer                                                               [e-mail]

Susan O'Connor, Chief Financial Officer  

Shore Capital (Financial Adviser, Nominated Adviser and Broker)             [phone]

Patrick Castle / Tom Knibbs / Lucy Bowden (Corporate Advisory)

Yellow Jersey (Public Relations Adviser)                                                       [phone]

Charles Goodwin

Annabelle Wills

Glantus Holdings Plc - interim report and accounts for the six months ended 30 June 2023

Financial Report

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
		Six months to 30 June		Six months to 30 June		Year ended 31 December
		2023		2022		2022
		Unaudited		Unaudited		Audited
	Note	€		€		€
Revenue	3	6,479,620		6,556,618		9,798,212
Cost of sales		(1,642,911)		(1,783,817)		(3,289,804)
Gross profit		4,836,709		4,772,801		6,508,408
Income from legacy software and contracts		-		-		600,000
Administrative expenses		(2,690,150)		(4,051,444)		(8,985,378)
Exceptional Items	5	(1,140,183)		(448,933)		(1,339,224)
Share Based Payments		(32,606)		(32,606)		(56,661)
Amortisation		(1,168,341)		(1,098,559)		(2,211,004)
Depreciation		(64,900)		(63,117)		(144,189)
Other income		10,572		2,846		94,625
Operating loss		(248,899)		(919,012)		(5,533,423)
Finance costs		(700,279)		(631,177)		(1,444,983)
Loss on ordinary activities before taxation		(949,178)		(1,550,189)		(6,978,406)
Income tax		(50,883)		1,178		258,482
Loss for the financial period		(1,000,061)		(1,549,011)		(6,719,924)
Other comprehensive (loss)/ income for the period		(103,051)		46,641		8,890
Total comprehensive loss for the period attributable to the owners of the group		(1,103,112)		(1,502,370)		(6,711,034)
Loss per share - basic and diluted (cent)	6	(2.40)		(4.09)		(17.76)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
		30 June	30 June		31 December
		2023	2022		2022
		Unaudited	Unaudited		Audited
	Note	€	€		€
ASSETS
NON-CURRENT ASSETS
Intangible assets		16,353,093	17,181,165		16,767,710
Property, plant and equipment		273,786	220,518		335,708
		16,626,879	17,401,683		17,103,418
CURRENT ASSETS
Trade and other receivables		4,604,258	7,863,749		4,760,993
Cash and cash equivalents		771,534	391,036		341,590
		5,375,792	8,254,785		5,102,583
TOTAL ASSETS		22,002,671	25,656,468		22,206,001
EQUITY AND LIABILITIES
EQUITY
Called up share capital presented as equity	7	51,132	37,833		37,833
Share premium		13,348,860	12,082,742		12,082,742
Reorganisation reserve		656,060	656,060		656,060
Foreign exchange reserve		(137,972)	2,830		(34,921)
Share option reserve		203,779	147,118		171,173
Retained earnings		(10,510,860)	(4,339,886)		(9,510,799)
TOTAL EQUITY		3,610,999	8,586,697		3,402,088
CURRENT LIABILITIES
Trade and other payables		10,668,091	9,138,443		11,072,652
NON-CURRENT LIABILITIES
Long term liabilities		7,723,581	7,931,328		7,731,261
TOTAL LIABILITIES		18,391,672	17,069,771		18,803,913
TOTAL LIABILITIES AND EQUITY		22,002,671	25,656,468		22,206,001

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Note	Called up share capital presented as equity	Share premium account	Reorganisation reserve	Foreign exchange reserves arising on translation	Share option reserve	Retained earnings	Total
At 1 January 2022		37,833	12,082,742	656,060	(43,811)	114,512	(2,790,875)	10,056,461
Share based payment charge		-	-	-	-	32,606	-	32,606
Total comprehensive loss for the year		-	-	-	46,641	-	(1,549,011)	(1,502,370)
At 30 June 2022		37,833	12,082,742	656,060	2,830	147,118	(4,339,886)	8,586,697
At 1 July 2022		37,833	12,082,742	656,060	2,830	147,118	(4,339,886)	8,586,697
Share based payment charge		-	-	-	-	24,055	-	24,055
Total comprehensive loss for the year		-	-	-	(37,751)	-	(5,170,913)	(5,208,664)
At 31 December 2022		37,833	12,082,742	656,060	(34,921)	171,173	(9,510,799)	3,402,088
At 1 January 2023		37,833	12,082,742	656,060	(34,921)	171,173	(9,510,799)	3,402,088
Share based payment charge		-	-	-	-	32,606	-	32,606
Share subscription offer	7	13,299	1,266,118	-	-	-	-	1,279,417
Total comprehensive loss for the year		-	-	-	(103,051)	-	(1,000,061)	(1,103,112)
At 30 June 2023		51,132	13,348,860	656,060	(137,972)	203,779	(10,510,860)	3,610,999

CONSOLIDATED STATEMENT OF CASHFLOWS
		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		Unaudited	Unaudited	Audited
		€	€	€
Cash flows from operating activities
Group loss after tax		(1,000,061)	(1,549,010)	(6,719,924)
Adjusted for:
Interest payable		700,279	631,177	1,444,983
R&D tax credit income		-	-	(83,626)
Income tax expense		50,883	(1,178)	(258,482)
Depreciation		64,900	63,117	144,189
Amortisation		1,168,341	1,098,559	2,211,004
Movement in trade and other receivables		168,610	(1,179,726)	1,537,323
Movement in trade and other payables		907,809	274,460	3,111,289
Loss on disposal of tangible assets		1,551	4,838	17,855
Share-based payment expense		32,606	32,606	56,661
Effects of movement in exchange rates		185,665	46,641	8,881
Net cash flows generated from/(used in) operating activities		2,280,583	(578,516)	1,470,153
Cash flows from investing activities
Purchase of property, plant and equipment		(4,528)	(48,202)	(257,460)
Payment of deferred consideration		(464,674)	-	(836,833)
Payment for software development asset		(753,725)	(770,866)	(1,469,859)
Net cash (used in) investing activities		(1,222,927)	(819,068)	(2,564,152)
Cash flow from financing activities
Loans received		(66,667)	66,667	1,866,666
Interest payable		(700,279)	(631,177)	(1,444,983)
Exceptional costs		(1,140,183)	-	(1,339,224)
Equity (Proceeds from issue of shares)		1,279,417	-	-
Net cash (used in) financing activities		(627,712)	(564,510)	(917,541)
Net increase/(decrease) in cash and cash equivalents		429,944	(1,962,094)	(2,011,540)
Cash and cash equivalents at the beginning of the period		341,590	2,353,130	2,353,130
Cash and cash equivalents at the end of the period		771,534	391,036	341,590

 

Notes to the unaudited interim statements

1.   General Information

Glantus Holdings Plc ("the Company") is a public limited company incorporated in the Republic of Ireland. The registered office is Marina House, Eastpoint Business Park, Dublin 3. 

The principal activity of the Group is the specialist provision of next generation and world class software platforms focused on manufacturing, distribution and related industries.

2.   Accounting policies

Basis of preparation

These interim financial statements are non-statutory general-purpose financial statements for the six-month period ended 30 June 2023. These financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, as adopted by the European Union, and the Companies Act 2014. They do not include all of the information required in annual financial statements in accordance with IFRS as adopted by the European Union. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial information for the year ended 31 December 2022 included in the Annual Report.

The interim financial statements for the six-month period ended 30 June 2023 should be read in conjunction with the consolidated results for the year ended 31 December 2022 included in the Annual Report, and any public announcements made by the company during the interim reporting period.

The interim financial statements have been prepared on the historical cost basis. The interim financial statements of the Group are presented in Euro ("€") which is also the functional currency of the Company.

The Group's accounting policies are set out in the Company's Annual Report.

The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expense. Actual results may subsequently differ from those estimates. In preparing the interim financial statements, the significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty were the same, in all material respects, as those applied to the consolidated results for the year ended 31 December 2022 included in the Annual Report.

Going concern 

At the time of approving these interim accounts, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis of accounting in preparing the interim financial statements.

The interim financial statements are unaudited and were approved by the Board of Directors on 29 September 2023.

3.   Segmental Reporting

Segmental information is presented in respect of the group's geographical regions and operating segments in accordance with IFRS 8 'Operating Segments'. The Board considers that there is one identifiable business segment being the provision of enterprise software solutions.

Recurring revenue is the revenue that annually repeats either under contractual subscription or predicable transactional billing.

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		€	€	€
Amount of revenue by class of activity:
Recurring annual subscriptions		2,481,913	2,472,415	5,070,508
Recurring recovery services		3,947,802	3,894,338	2,881,153
Professional services & licences		49,905	189,865	1,846,551
Reported revenue		6,479,620	6,556,618	9,798,212

The group operates in three principal geographical regions being Republic of Ireland, the United Kingdom and the United States of America. The group also has customers in other countries such as Singapore, Australia, Spain, Switzerland, Canada, Mexico and the Netherlands, which are not material for separate identification.

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		€	€	€
Amount of revenue by region:
Republic of Ireland		553,613	721,645	1,248,922
United Kingdom		1,955,490	2,334,914	4,187,760
United States of America		3,580,387	2,997,580	3,879,503
Others		390,130	502,479	482,027
Reported Revenue		6,479,620	6,556,618	9,798,212

4.   Adjusted EBITDA

Management has presented adjusted EBITDA as it monitors this performance measure at a consolidated level, and the Board considers that this metric provides the best measure of assessing underlying trading performance.

Adjusted EBITDA is calculated by adjusting profit or loss before taxation to exclude the impact of net finance costs, depreciation, amortisation, share based payment charges and exceptional items.

The exceptional items include termination costs as part of restructuring and salaries that relate to product developments.

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		€	€	€
Operating loss		(248,899)	(919,012)	(5,533,423)
Amortisation		1,168,341	1,098,559	2,211,004
Depreciation		64,900	63,117	144,189
Exceptional items		1,140,183	448,933	1,339,224
Share based payments		32,606	32,606	56,661
Adjusted EBITDA		2,157,131	724,203	(1,782,345)

5.   Exceptional Items

Merger and Acquisition professional fees relate primarily to transaction costs associated with the Acquisition and restructuring costs include termination costs incurred as part of the Group's restructuring.

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
		€	€	€
Merger and Acquisition professional fees		412,056	-	-
Restructuring costs		636,315	448,933	1,317,706
Other exceptional costs		91,812	-	21,518
Total exceptional items

6.   Earnings per share

Basic earnings per share is calculated by dividing the net loss for the period attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

The basic earnings per share calculation is the same as for the fully diluted earnings per share position.

		Six months to 30 June	Six months to 30 June	Year ended 31 December
		2023	2022	2022
Earnings		€	€	€
Loss for the period		(1,000,061)	(1,549,011)	(6,719,924)
Taxation		50,883	(1,178)	(258,482)
Amortisation		1,168,341	1,098,559	2,211,004
Depreciation		64,900	63,117	144,189
Exceptional items		1,140,183	448,933	1,339,224
Share based payments		32,606	32,606	56,661
Finance costs		700,279	631,177	1,444,983
Adjusted earnings/(loss)		2,157,131	724,203	(1,782,345)
Weighted average number of ordinary shares		Number	Number	Number
Total shares in issue (weighted)		41,695,491	37,833,316	37,833,316
Total diluted shares (weighted)		43,764,254	40,046,286	40,026,532
EPS		Cent	Cent	Cent
Basic and diluted EPS		(2.40)	(4.09)	(17.76)
Adjusted basic EPS		4.38	1.91	(4.71)

Adjusted EPS is not a defined performance measure in IFRS.  The Group's definition of adjusted EPS may not be comparable with similarly titled performance measures disclosures by other entities.

7.   Share Capital

		Ordinary Shares	Share Capital	Share Premium
		Number @ €0.001 each	€	€
At 1 January 2023		37,833,316	37,833	12,082,742
Share subscription offer on 16 March 2023		13,299,238	13,299	1,266,118
At 30 June 2023		51,132,554	51,132	13,330,460

On the 16^th of March 2023, Glantus Holdings PLC held a share subscription offer whereby 13,299,238 shares were purchased for €0.001 each.  The total consideration paid for these shares less direct costs incurred amounted to €1,261,017 and as such €13,299 was recognised as share capital and €1,266,118 was recognised as share premium.

8.   Events after the reporting period

On 14 August 2023, the Company announced that it had reached agreement on the terms of its acquisition by Basware Oy ("Basware"). On 13 September 2023, the Company convened a Scheme Meeting to approve the Scheme and EGM to approve the resolutions for the purpose of giving effect to the Scheme and associated amendments to the articles of association of the Company. The Scheme Meeting Resolutions and EGM Resolutions were duly passed. On 19 September 2023, it was announced that the Irish High Court set the Court Hearing to sanction of the Scheme, scheduled for 10 October 2023. The full timetable of principal events for the Acquisition is currently as set out as per the Company's Notice of Court Hearing RNS announced 19 September 2023.

 

END