TIDMGHT
RNS Number : 1800H
Gresham Technologies PLC
26 July 2023
RNS
26 July 2023
Gresham Technologies plc
Interim Report Announcement and Board Changes
Double-digit Clareti growth and increasing recurring
revenues
Gresham Technologies plc (LSE: "GHT", "Gresham", "Company" or
the "Group"), the leading software and services company that
specialises in providing solutions for data integrity and control,
banking integration, payments and cash management, announces its
unaudited, half year results for the six months ended 30 June
2023.
Operational highlights
-- Strong H1 close, in line with market expectations for
full year
-- 5 new name Clareti contract wins
-- 16 upgrade contracts with existing customers evidences
our land and expand strategy
-- Growth in existing customers driving improvement in net
ARR retention to 103% on a constant currency basis
-- Senior leadership hires in North America and Marketing
to drive go to market plans
-- New product offering 'Floe' developed with ANZ Bank now
ready for market launch
-- Leading industry award recognition, including 'Best Sell-Side
Reconciliation Platform', 'Best Regulatory Reporting
Solution' and 'Best Institutional Investment Solution'
F inancial highlights
-- Clareti revenue growth of 10% (11% on a constant currency
basis, "cc"), driving Group revenue growth of 4% (5%
cc), both on the first half of 2022 in line with plans
for full year Group revenues
-- Forward-looking Clareti ARR growth of 10% (12% cc) on
30 June 2022, driven by both new name customer wins and
growth in the installed base
-- All margins broadly consistent with the first half of
2022, with improvements expected in the second half aligned
with the traditional second half weighting of the business
-- Cash of GBP3.8m as at 30 June 2023 is in line with Board's
expectations after taking into account the USD 4.8m payment
of contingent consideration in the second half of 2022
in relation to the Electra acquisition
HY HY Growth Growth
2023 2022 % (Actual) %
GBPm GBPm
(Constant
currency)
Group annualised recurring
revenues 31.8 29.4 8% 10%
Clareti annualised recurring
revenues 28.6 26.1 10% 12%
Group revenues 23.9 23.0 4% 5%
Clareti revenues 18.0 16.4 10% 11%
Clareti recurring revenues 13.8 12.5 10% 11%
Group Adjusted EBITDA 4.6 4.5 2% 4%
Group cash EBITDA 1.7 1.8 (6)% -
Cash 3.8 6.5 (42)% (40)%
Outlook
-- 95% contracted visibility at the half year over full-year
market expectations for Group revenues
-- Solid pipeline of new opportunities giving confidence
the Company can meet full year market expectations
Adjusted EBITDA refers to earnings before interest, tax,
depreciation and amortisation, adjusted for one-off exceptional
items and share-based payments. Cash EBITDA refers to adjusted
EBITDA less capitalised development spend and any IFRS 16 lease
related cash payments.
By their nature, forward looking annualised recurring revenue
metrics included 12 months impact in both reported periods.
The Company believes that current market expectations for the
year ending 31 December 2023 are revenues of GBP50.2m and adjusted
EBITDA of GBP11.0m, with GBP53.9m and GBP13.5m; and GBP59.4m and
16.3m respectively for the years ending 31 December 2024 and
2025.
Ian Manocha, Gresham CEO, commented:
"We are pleased to have closed the first half in line with our
plans following a strong June which reflects the improving momentum
we are seeing in the financial services sector.
"This positive forward momentum coupled with a strong financial
position underpins our continued investment in our growth strategy,
centred on building our high-quality recurring revenue business at
scale. We enter the second half with excellent revenue visibility
of almost GBP48 million and a strong pipeline of opportunities,
giving us confidence in a successful outcome for the full
year."
As announced on 29 June 2023, a presentation for analysts will
be held today at 8.30 a.m. (BST) via conference call, with a
separate presentation for private and retail investors to be held
today at 3.30 p.m. (BST) via the Investor Meet Company platform.
Admittance for these events is strictly limited to those who
register their participation in advance.
For analyst conference call details and to register attendance,
please email gresham@almapr.co.uk. Information on how to register
attendance for the private and retail investor presentation is set
out in the Company's announcement of 29 June 2023. A copy of the
presentation to be tabled at both sessions will be made available
on Gresham's website at 9.00 a.m. (BST) today.
Board Changes
Peter Anthony Simmonds, Non-Executive Chair and Chair of the
Nomination Committee, retired from the Board effective 25 July 2023
to spend more time on his interests in earlier stage private
companies. In addition, Dr. Ruth Wandhöfer, Non-Executive Director,
has retired from the Board effective 25 July 2023 to concentrate on
her other portfolio interests and author career.
Andy Balchin, Senior Independent Non-Executive Director and
Chair of the Audit Committee, has assumed the role of Non-Executive
Chair on an interim basis. Jenny Knott will continue in her role as
Non-Executive Director and Chair of the Remuneration Committee.
The Board is taking the opportunity to review the non-executive
skills and experience needed for the Company for the next stage of
its development, and a process is already underway for the
selection and appointment of a permanent Non-Executive Chair and a
Non-Executive Director. Further announcements will be made in due
course.
Andy Balchin, Interim Non-Executive Chair, commented:
"I would like to thank Peter, who so ably chaired the business
over the last three years, and Ruth , for their contribution to the
Company. During this period the Company successfully navigated the
challenges of Covid and completed the transformational acquisition
of Electra in the United States resulting in a stronger and more
resilient global business."
Enquiries
+44 (0) 207 653
Gresham Technologies plc 0200
Ian Manocha / Tom Mullan
Singer Capital Markets (Financial Adviser and +44 (0) 207 496
Broker) 3000
Shaun Dobson / Tom Salvesen / Jen Boorer
+44 (0) 203 405
Alma PR 0205
Josh Royston / Hilary Buchanan / Matthew Young
Note to editors
Gresham Technologies plc is a leading software and services
company that specialises in providing real-time solutions for data
integrity and control, banking integration, payments and cash
management. Listed on the main market of the London Stock Exchange
(GHT.L) and headquartered in the City of London, its customers
include some of the world's largest financial institutions and
corporates, all of whom are served locally from offices located in
the UK, Europe, North America and Asia Pacific.
Gresham's award-winning Clareti software platform is a highly
flexible and scalable platform, available on-site or in the cloud,
designed to address today's most challenging financial control,
risk management, data governance and regulatory compliance
problems. Learn more at www.greshamtech.com .
Chief Executive Review
Introduction
We are pleased to report an encouraging performance for the six
months ended 30 June 2023, in line with market expectations for the
full year.
The increasing need for efficiency, trust and competitiveness
within the financial sector requires customers to engage with us in
difficult times as well as positive ones. This is amply evidenced
by the good progress made during the period, including several new
name contract wins, and serves to highlight the resilience of our
business model and the ongoing demand for our services. As the
momentum seen in the latter half of H1 continues into H2 FY23, we
have confidence in our near-term prospects as we work to become a
leading technology partner to the financial services sector.
First Half Trading
In the six months to 30 June 2023, Clareti revenues increased by
11% and on an FX adjusted basis ARR increased by GBP1.1m (GBP0.5m
on a reported basis). Whilst we continued to deliver high service
levels to clients and engage with prospects, the first half was
characterised by the impact of macro uncertainty on decision
cycles. I am pleased to say this appears to have been fairly
short-lived, and we have seen improving conditions in our markets
reflected in stronger growth in the second quarter, a major
contract win announced at the end of June and an encouraging
pipeline of new business opportunities as we enter the second
half.
During this period, we have remained very focused on controlling
our costs and optimising our investments reflected in a small
improvement in the gross margin and a solid increase in Clareti
profitability.
Business Overview
Throughout the first half of FY23 we have continued to invest in
our people and operations as we further consolidate our competitive
position and drive greater market share in our core financial
services sector. The repackaging of our platform capabilities,
including Electra, into three Clareti product lines of Control,
Data and Connect has continued to resonate well with customers, and
as the structural market drivers necessitating financial
institutions to invest in their processes, we expect this trend to
build momentum in H2 and into FY24.
-- Clareti Control
o As our flagship solution, this is a ready-to-use, high-quality
business self-service platform designed for the efficient
management, reconciliation, and control of all types of transaction
data in financial markets.
o Our Clareti-as-a-Service cloud offering continues to gain
traction in the market with further investments increasing our
competitive advantage within the sector.
o We continue to invest in cloud-native architectures,
user-friendly thin-client interfaces, and in empowering our users
with seamless self-service capabilities.
-- Clareti Data and Connect
o With our Data and Connect solutions, customers can seamlessly
engage in the complex and interconnected global financial system,
free from concerns about third-party data access, integration
risks, expenses, and time required to enter the market.
o Our Data solution offers investment managers and fund
administrators a comprehensive cloud-based data collection and
aggregation service, supporting over 2,500 data sources across our
platform and addressing the intricate data needs of clients; as
evidenced by the average usage of 59 data feeds by a medium-sized
buy-side firm in the US.
o Our Connect solutions empower customers with seamless
interactions with bank partners, facilitate straight-through
processing to trading and regulatory reporting venues, ensure
interoperability with other industry applications, and offer
intelligent control over complex real-time data flows .
Our Control platform has leveraged AI technology in data
matching from its initial release and our use of AI has been
broadened into other functional areas over the last few years. We
now process more than 20bn client records per year in our cloud and
see further opportunity to leverage AI and our data assets in the
future.
Our strategic innovation partnership with ANZ has progressed
well and I am pleased to report that the bank and their first
end-customer has completed testing and all parties are preparing
for market launch. ANZ remains committed to supporting product
development efforts through a chargeable Innovation Service, and a
collaborative roadmap has been established to unveil exciting
future funded releases. The Gresham offering will be launched under
a new brand, Floe. We look forward to updating the market in the
second half.
Operating Review
Contract wins
In the six months to 30 June 2023, we secured five new name
clients. This strong momentum of pipeline conversion highlights the
demand for our offering as contracts were successfully won
following a competitive RFP process, showing the increasing value
placed in our proven and highly differentiated solutions as well as
our deep sector expertise.
In addition, we were pleased to add a new name Clareti contract
win in the US investment management industry announced in July
2023. The agreement will see Gresham help automate and reduce costs
in the customer's investment operations with a cloud solution
covering data collection from custodians and brokers, data
aggregation, reconciliation against internal books and records, and
exception management processes.
Alongside these new business wins, we have achieved 16
incremental growth contracts during the period with existing
customers, demonstrating the significant opportunity available
through both our new client acquisition and land and expand
strategies. This is further evidenced in our increasing Clareti ARR
net retention of 103% on a constant currency basis, showing the
stickiness of our installed customer base.
Strategic investment to capitalise on significant market
opportunity
Throughout the period we have remained committed to investing in
our sales and marketing capabilities to further consolidate our
market position and fully capitalise on the long-term
opportunity.
We have strengthened our already industry-leading team with the
recruitment of Dan Kennedy as Senior Vice President of Sales, North
America; and Geneva Loader as Chief Marketing Officer. These
appointments are expected to support the Company's continued
expansion in the North American market and drive further
improvements in the effectiveness of our go-to-market operations.
In addition, we will be executing on a brand refresh and investing
further in digital marketing in order to deliver on our mission to
lead the global reconciliation and control market in financial
services.
ESG
In line with our three-pillar ESG strategy, we remain committed
to scaling up responsibly, and we are maintaining a strong focus on
a range of initiatives within our ESG programme. We have made good
progress on our TCFD programme roadmap, as disclosed in our FY22
annual report, and we are pleased to have scored higher than the
average within the technology sector in an independent ESG
benchmark analysis(1) . Our priority for the remainder of this year
is to lay the groundwork for future Scope 3 emissions reporting and
double materiality reporting.
Outlook
Good sales momentum has continued into the second half which has
started positively, and we have a growing pipeline of opportunities
with new and existing clients.
While the economic backdrop remains somewhat uncertain, there
are a number of factors that give us confidence over second-half
revenues and earnings. We expect the period to have the typical
seasonal weighting of ARR recognised as revenue and collected as
cash in relation to the varied contract terms and patterns across
our client base. In total, we started the second half with 95%
contracted revenue visibility of our expected full-year outturn. We
also have a strong pipeline of new client discussions and upsells,
which will further contribute to both ARR and recurring revenue
recognised in the period. This visibility gives us the ability to
maintain our investment in our products, colleagues and the
addition of new key hires, and provides confidence for a good
second half and strong FY24.
Thank you for your support.
Ian Manocha
Chief Executive Officer
26 July 2023
[1] Overall score of 64/100 in EthiFinance, a 53% increase on
2021.
Financial review
Forward-looking annualised recurring revenue "ARR"
Our ARR is an aggregated value of all recurring revenues, both
those recognised annually and those recognised monthly, that are
either fully or partially contracted for the next twelve months
and/or are highly expected to renew in the next twelve months.
Future uplifts in variable usage or contingent recurring fees are
not included in ARR, unless they are contractually certain with all
deliverables having already been met. Our ARR from our strategic
growth business, Clareti, is a critical KPI for the Group as it
provides a forward-looking view of the minimum expected revenues in
the next twelve months which gives confidence to business planning
and investment decisions.
H1 H1 Variance %
2023 2022
Clareti Clareti ARR at
ARR start of period GBPm 28.1 24.0 4.1 17%
Increase in ARR GBPm 1.1 1.1 - -
Currency impact GBPm (0.6) 1.0 (1.6) (160)%
------ ------ --------- -------
Clareti ARR at
end of period KPI GBPm 28.6 26.1 2.5 10%
------ ------ --------- -------
Other
ARR Other ARR GBPm 3.2 3.3 (0.1) (3)%
------ ------ --------- -------
Group
ARR Group ARR GBPm 31.8 29.4 2.4 8%
Clareti ARR experienced growth of GBP2.5m or 10% (12% cc) over
the previous 12 months. Excluding currency fluctuations, growth in
both the first half of 2023 and 2022 was GBP1.1m. On an actual
currency basis Clareti ARR was significantly impacted by currency
headwinds in the first half of 2023, whereas tailwinds assisted in
2022. Our retention and upsell measures remain strong, with the
trailing 12 month net Clareti ARR retention rate being 103%; up
from 102% at December 2022 and expected to increase further in the
second half.
Clareti ARR consists of recurring revenues that are contracted
to be recognised through the Income Statement. GBP24.2m of current
ARR is recognised monthly with GBP4.4m recognised annually As was
the case in 2022, those contracts recognised annually are heavily
second half weighted with recognition being aligned with the
anniversary date of individual customer contracts. This weighting
is even more pronounced towards the second half in 2023 (68%) than
2022 (65%) which provides significant confidence in the full year
Income Statement.
ARR from our Other businesses has decreased as planned, largely
as a result of our decision to discontinue supporting the last
remaining line from our own high-margin legacy solutions. It
remains encouraging to see the ongoing longevity of the remaining
non-Clareti recurring business line as it continues to provide
predictability and further ability to invest with confidence in the
Clareti business.
Year to date revenues, Group ARR and expected revenues from
non-recurring contracts in place as at 30 June 2023 give near
contractual certainty over almost GBP48.0m of revenue for 2023
before any new or incremental contracts are won.
Income Statement
Constant currency Income Statement headlines
The level of transactions occurring in currencies other than the
Group's functional reporting currency of GBP, largely USD and AUD,
have negatively impacted the Group in the first half of 2023,
albeit not to a material degree. The table below shows HY 2023
performance if transactions had been reported on the same average
exchange rates as the first half of 2022, the headlines of this
being impacts to Group revenue of GBP0.3m and earnings less than
GBP0.1m.
H1 2023 H1 2022 Variance %
on constant
currency
basis
Actual Constant
basis currency
basis
Group revenue GBPm 23.9 24.2 23.0 1.2 5%
------- ---------- -------- ------------- ----
Group gross margin GBPm 17.2 17.3 15.7 1.6 10%
Group gross margin
% % 72% 71% 68% 3%
------- ---------- -------- ------------- ----
Group Adjusted
EBITDA GBPm 4.6 4.7 4.5 0.2 4 %
Group Adjusted
EBITDA % % 19% 19% 20% (1)%
------- ---------- -------- ------------- ----
Cash adjusted
EBITDA GBPm 1.7 1.8 1.8 - -%
Cash adjusted
EBITDA % % 7% 7% 8% (1)%
All further analysis is on an actual currency exchange basis
unless explicitly stated.
Revenue
Our income is analysed between revenues from Clareti Solutions
and from our 'Other' non-strategic solutions and services, revenues
from each of these business segments are then broken into:
- Recurring revenues: generated for software and
software-related services such as support, maintenance, and other
ongoing managed services; all of which are contracted or expected
to continue for the foreseeable future.
- Non-recurring revenues: professional services, contracting,
training and other services that are expected to be one-off or
periodic in nature.
H1 2023 H1 2022 Variance %
Clareti solutions Recurring GBPm 13.8 12.5 1.3 10%
Non-recurring GBPm 4.2 3.9 0.3 8%
---------------------- -------------------------- -------- -------- --------- ------
Total Clareti
revenues KPI GBPm 18.0 16.4 1.6 10%
Other solutions
& services Recurring GBPm 2.1 2.0 0.1 5%
Non-recurring GBPm 3.8 4.6 (0.8) (17)%
---------------------- --------------------------- -------- -------- --------- ------
Total GBPm 5.9 6.6 (0.7) (11)%
---------------------- -------------------------- -------- -------- --------- ------
Group Total KPI GBPm 23.9 23.0 0.9 4%
--------------- ----- ------- -------- -------- --------- ------
Clareti Solutions
Clareti recurring revenues increased by 10%, up from GBP12.5m to
GBP13.8m on the first half of 2022. These increases were as a
result of new recurring revenue sales and increased consumption of
Clareti solutions from our existing customers, this increase is
slightly offset by the foreign exchange headwinds experienced.
Clareti non-recurring revenues increased by 8%, up GBP0.3m on
the prior first half. This increase is being driven by new
implementations associated with the increase in Clareti recurring
revenues and improved services efficiencies.
Other Solutions & Services
After the closure of our high margin, own IP 'EDT' business on
31 December 2022 which generated GBP0.2m revenue in its last year
of operation, recurring revenues within the Other solutions and
services portfolio now only includes revenues from a legacy partner
relationship where we act as a reseller of third-party software.
These remaining revenues experienced some growth which more than
offset the EDT closure, resulting in recurring revenues from Other
Solutions increasing by 5% to GBP2.1m.
Non-recurring revenues from Other Solutions and Services now
include one off services in relation to the reselling business and
our fixed margin contracting business with ANZ bank. These
non-recurring revenues decreased by 17% from GBP4.6m to GBP3.8m as
less demand occurred in both lines of non-core business.
The mix of revenues within the Other solutions and services
portfolio continues to evolve, and we continue to manage the
portfolio carefully benefitting from good visibility of customer
intentions.
Earnings
H1 H1 2022 Variance %
2023
Clareti
Solutions Gross margin GBPm 15.6 14.0 1.6 11%
Gross margin % 86% 85% 1% N/a
Other solutions
& services Gross margin GBPm 1.6 1.7 (0.1) (6)%
Gross margin % 27% 26% 1% N/a
Group Gross margin GBPm 17.2 15.7 1.5 10%
Gross margin % 72% 68% 4% N/a
Adjusted EBITDA KPI GBPm 4.6 4.5 0.1 2%
Adjusted EBITDA KPI % 19% 20% (1)% N/a
------------------------ ------ ------------------------- ---------- -------- --------- ------
Cash Adjusted
EBITDA KPI GBPm 1.7 1.8 (0.1) (6)%
Cash Adjusted
EBITDA KPI % 7% 8% (1)% N/a
------------------------ ------ ------------------------- ---------- -------- --------- ------
Statutory profit
after tax GBPm 1.1 1.5 (0.4) (27)%
------------------------ -------------------------------- ---------- -------- --------- ------
Adjusted diluted
EPS KPI pence 3.4 3.9 (0.5) (13)%
------------------------ ------ ------------------------- ---------- -------- --------- ------
Gross margin
The Clareti gross margin has continued to improve, growing from
85% in the first half of 2022 to 86% in the first half of 2023.
This is in line with our strategy to grow high margin recurring
revenues at a faster rate than our non-recurring services business.
Whilst in absolute terms the gross margin from our legacy Other
solutions & services business has reduced by GBP0.1m, in
percentage term this has also improved due to the change in
business mix described in the revenue section above. This
combination of which has resulted in the Group gross profit
improving by GBP1.5m, or as a percentage of sales, from 68% to
72%.
Adjusted EBITDA
Adjusted EBITDA (earnings before interest, tax, depreciation and
amortisation) is analysed excluding exceptional items, share-based
payment charges and amortisation from acquired intangible assets;
which is consistent with the way in which the Board reviews the
financial results of the Group.
Group adjusted EBITDA has improved by GBP0.1m, or 2%, since the
first half of the prior year, however the margin has reduced by 1%
to 19% versus the first half of 2022. This margin reduction is as a
result of our already contracted Clareti ARR being increasingly
second half weighted (as described in the ARR section above), there
having been some delays in new Clareti contracts being signed, the
impact of investments made over the last twelve months and currency
movements. We have confidence that the operational leverage,
generated by the scale and continued growth of the Clareti
business, along with the second half weighting of revenue
recognition from Clareti ARR and the strong pipeline will result in
full year-on-year margin improvement as experienced in prior
years.
Cash Adjusted EBITDA
Cash adjusted EBITDA refers to adjusted EBITDA reduced by the
value of capitalised development spend and any IFRS 16
lease-related cash expenses classified as depreciation and
interest. We consider this a good measure of cash profitability for
a modern SaaS business that continues to invest in product
development to ensure it remains market leading.
Group cash adjusted EBITDA has reduced by GBP0.1m since the
first half in the prior year, the GBP0.1m improvement in Adjusted
EBITDA mentioned above did not drop straight through to cash
adjusted EBITDA due to offsetting increases in capitalised
development spend and IFRS 16 lease-related cash expenses. This
resulted in the cash EBITDA margin reducing from 8% in the first
half of 2022 to 7% in the first half of 2023. Like adjusted EBITDA,
we expect to see continued improvements in these margins in future
years.
Statutory profit after tax and adjusted diluted EPS
There has been a decrease in statutory profit after tax of
GBP1.1m from GBP1.5m in the prior year. In addition to the
performance variances discussed in EBITDA narrative above, this is
as a result of the reductions to UK government R&D tax
incentives taking effect (GBP0.2m impact in H1 2023) and a GBP0.2m
increase in the share-based payment charge as a result of ongoing
share award grants.
Adjusted diluted EPS has reduced by 13% to 3.4 pence per share.
Adjusted earnings used in this calculation adjust the statutory
result after tax for exceptional items; amortisation of acquired
intangibles and share-based payments. Exceptional expenses in the
period were less than GBP0.1m, GBP0.1m lower than the prior first
half; amortisation of acquired intangibles were consistent with the
previous first half at GBP1.2m; and the share-based payment charges
increased to GBP0.6m from GBP0.4m as a result of grants being made
under the discretionary performance share plan in October 2022 and
ongoing annual grants under the deferred annual bonus share
plan.
Cashflow
H1 H1 Variance %
2023 2022
Opening cash & cash equivalents
at 1 January GBPm 6.3 9.1 (2.8) (31)%
Operating cash flow excluding
exceptional items GBPm 4.5 4.5 - -
Operating cash flow from
exceptional items GBPm - (0.2) 0.2 100%
Total operating cash flow
excluding working capital GBPm 4.5 4.3 0.2 5%
Movement in working capital GBPm (2.3) (3.2) 0.9 28%
------------------------------------------ ------ ------ ------ --------- --------
Cash inflow from operations GBPm 2.2 1.1 1.1 100%
Capital expenditure - development
costs GBPm (2.5) (2.4) (0.1) (4)%
Capital expenditure - other GBPm (0.1) (0.3) 0.2 66%
Principal paid on lease
liabilities GBPm (0.3) (0.3) - -
------------------------------------------ ------ ------ ------ --------- --------
Cash outflow from operations
excluding tax GBPm (0.7) (1.9) 1.2 (63)%
Net tax payments GBPm (1.1) (0.1) (1.0) (1000)%
Inforalgo acquisition (contingent
consideration) GBPm - (0.4) 0.4 100%
Dividend GBPm (0.6) (0.6) - -
Other GBPm (0.1) 0.4 (0.5) (125)%
------------------------------------------ ------ ------ ------ --------- --------
Net decrease in cash and
cash equivalents GBPm (2.5) (2.6) 0.1 4%
------------------------------------------ ------ ------ ------ --------- --------
Closing cash & cash equivalents
at 30 June KPI GBPm 3.8 6.5 (2.7) (42)%
The Group continues to be funded from operating cash and
currently has no debt, with the cash performance of the business
being aligned with management's expectations.
Operating cashflow remains reasonably consistent with the prior
first half. The negative movement in working capital for the first
half is aligned with the traditional half year working capital
cycle due to the unwinding of the significant deferred revenue
position that builds up during the fourth quarter each year.
Net tax payments of GBP1.1m were made during the first half
(2022: net tax payments of GBP0.1m). Gross tax payments were made
in the period of GBP1.1m (2022: GBP1.2m), there were not any gross
tax receipts received in the first half in relation to the
surrender of tax losses generated from R&D activity (2022:
GBP1.1m) although a surrender may be made in the second half.
There were no contingent consideration payments made in the
first half of 2023, whereas in the first half of 2022 the final
payment of GBP0.4m was made in relation to the Inforalgo
acquisition of July 2020.
At the time of the Electra acquisition, the Group established a
USD 15m multi-currency revolving debt facility. As announced at the
time, this facility was put in place in case required to satisfy
contingent consideration payments in relation to the Electra
acquisition totalling USD 9.6m. The first contingent consideration
payment of USD 4.8m was made in full during the third quarter of
2022, with an equivalent amount expected to be paid in the third
quarter of 2023. This payment coincides with our low cash point in
our annual working capital cycle, therefore the facility is
expected to be drawn upon to a limited extent, for a short period
of time, to ensure sufficient currency holdings are maintained
before the annual build-up of cash reserves occurs.
Capital expenditure in relation to development and tangible
items reduced from GBP2.7m to GBP2.6m.
Other cashflow items in the prior period include a gain on
currency revaluations of GBP0.4m.
Balance Sheet
The balance sheet remains strong and consistent with management
expectations and the prior year. The significant year on year
change is the contingent consideration in respect of the Electra
acquisition of GBP3.8m (USD 4.8m). This movement was as a result of
the first tranche being paid in full during the third quarter of
2022, with the remaining contingent consideration expected to be
paid in the third quarter of 2023.
Financial Outlook
The strong finish to the first half, the second half weighting
of recognition of contracted Clareti ARR and the strength of the
Clareti pipeline all provide confidence in our ability to meet
market expectations for Group performance for the year.
The Group's forward-looking ARR and to a lesser degree Revenues
have been impacted by foreign exchange headwinds in the first half
after a period of significant benefit from mid-2021 until the end
of 2022. Within the Income Statement a level of natural foreign
exchange hedging exists at earnings level due to the significant
portion of the cost base being denominated in USD and AUD. The
Group will monitor fluctuations and consider whether the use of
hedging instruments may be appropriate.
We have invested and will continue to further invest for growth
in the Clareti business. This investment will continue to be
focused on distribution, product and customer success to ensure we
are best placed to take advantage of the significant market
opportunities. At a Group level we plan to continue to balance this
investment with ongoing incremental improvements to all earnings
margins, with our main focus being on the cash EBITDA margin. We
look forward to providing further updates throughout the year and
remain confident in our long-term strategy and outlook.
Tom Mullan
Chief Financial Officer
26 July 2023
Consolidated income statement
Notes 6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
-------------------------------------- ------- ----------- ------------ ---------------
Revenue 2 23,899 22,979 48,719
Cost of sales (6,673) (7,244) (14,774)
-------------------------------------- ------- ----------- ---------------- -----------
Gross profit 17,226 15,735 33,945
Adjusted administrative expenses (14,537) (12,837) (26,999)
-------------------------------------- ------- ----------- ---------------- -----------
Adjusted operating profit 2,689 2,898 6,946
-------------------------------------- ------- ----------- ---------------- -----------
Adjusting administrative items:
Exceptional costs 2 (36) (145) (153)
Amortisation on acquired intangibles (1,157) (1,157) (2,315)
Share-based payments (598) (436) (1,027)
-------------------------------------- ------- ----------- ---------------- -----------
(1,791) (1,738) (3,495)
-------------------------------------- ------- ----------- ---------------- -----------
Total administrative expenses (16,328) (14,575) (30,494)
-------------------------------------- ------- ----------- ---------------- -----------
Operating profit 898 1,160 3,451
Finance revenue 1 3 6
Finance costs (104) (99) (219)
-------------------------------------- ------- ----------- ---------------- -----------
Profit before taxation 795 1,064 3,238
Taxation 3 326 480 (356)
-------------------------------------- ------- ----------- ---------------- -----------
Profit after taxation - Attributable
to owners of the Parent 1,121 1,544 2,882
-------------------------------------- ------- ----------- ---------------- -----------
Earnings per share
Statutory
Basic earnings per share - pence 4 1.34 1.85 3.46
Diluted earnings per share - pence 4 1.32 1.81 3.41
-------------------------------------- ------- ----------- ---------------- -----------
Adjusted
Basic earnings per share - pence 4 3.49 3.94 7.65
Diluted earnings per share - pence 4 3.44 3.85 7.54
-------------------------------------- ------- ----------- ---------------- -----------
Consolidated statement of comprehensive income
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
-------------------------------------------- ----------- ----------- -------------
Profit after taxation attributable
to the Parent 1,121 1,544 2,882
-------------------------------------------- ----------- ----------- -------------
Other comprehensive expense
Items that will or may be re-classified
into profit or loss:
Exchange differences on translating
foreign operations 171 (907) (937)
-------------------------------------------- ----------- ----------- -------------
Total other comprehensive income/(expense) 171 (907) (937)
-------------------------------------------- ----------- ----------- -------------
Total comprehensive income for the
period 1,292 637 1,945
-------------------------------------------- ----------- ----------- -------------
Consolidated statement of financial position
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
-------------------------------- ----------- ----------- ------------
Assets
Non-current assets
Property, plant and equipment 843 415 899
Right-of-use assets 1,334 1,181 1,592
Intangible assets 62,724 62,356 62,788
Deferred tax assets 135 1,239 -
--------------------------------- ----------- ----------- ------------
65,036 65,191 65,279
Current assets
Trade and other receivables 6,967 5,851 6,515
Contract assets 1,938 1,922 2,558
Income tax receivable 483 417 -
Cash and cash equivalents 3,801 6,504 6,280
--------------------------------- ----------- ----------- ------------
13,189 14,694 15,353
Total assets 78,225 79,885 80,632
--------------------------------- ----------- ----------- ------------
Equity and liabilities
Equity attributable to owners
of the Parent
Called up equity share capital 4,182 4,168 4,172
Share premium account 23,991 23,876 23,941
Own share reserve (67) (298) (296)
Other reserves 536 536 536
Foreign currency translation
reserve (1,144) (1,285) (1,315)
Retained earnings 23,282 19,798 21,968
Total equity attributable to
owners of the Parent 50,780 46,795 49,006
--------------------------------- ----------- ----------- ------------
Non-current liabilities
Contract liabilities 295 571 354
Lease liabilities 738 545 953
Deferred tax liability 5,408 6,639 6,067
Provisions 143 146 146
Contingent consideration - 3,978 -
6,584 11,879 7,520
-------------------------------- ----------- ----------- ------------
Current liabilities
Trade and other payables 16,406 16,619 19,166
Lease liabilities 632 614 709
Income tax payable - - 244
Contingent consideration 3,823 3,978 3,987
20,861 21,211 24,106
-------------------------------- ----------- ----------- ------------
Total liabilities 27,445 33,090 31,626
--------------------------------- ----------- ----------- ------------
Total equity and liabilities 78,225 79,885 80,632
--------------------------------- ----------- ----------- ------------
Consolidated statement of changes in equity
Share Share Own Other Currency Retained Total
capital premium shares reserves translation earnings
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ --------- --------- -------- ---------- ------------- ---------- --------
At 1 January 2022 4,168 23,876 (609) 536 (378) 18,288 45,881
Attributable profit
for the period - - - - - 1,544 1,544
Other comprehensive
expense - - - - (907) - (907)
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
Total comprehensive
(expense)/income - - - - (907) 1,544 637
Share-based payment
expense - - - - - 436 436
Transfer of own shares
held by Employee
Share Ownership Trust
to employees - - 311 - - 152 463
Dividend - - - - - (622) (622)
At 30 June 2022 4,168 23,876 (298) 536 (1,285) 19,798 46,795
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
At 1 January 2022 4,168 23,876 (609) 536 (378) 18,288 45,881
Attributable profit
for the period - - - - - 2,882 2,882
Other comprehensive
expense - - - - (937) - (937)
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
Total comprehensive
(expense)/income - - - - (937) 2,882 1,945
Exercise of share
options 4 65 - - - - 69
Share-based payment
expense - - - - - 1,027 1,027
Deferred tax movement
in respect of share
options - - - - - 301 301
Transfer of own shares
held by Employee
Share Ownership Trust
to employees - - 313 - - 92 405
Dividend - - - - - (622) (622)
At 31 December 2022 4,172 23,941 (296) 536 (1,315) 21,968 49,006
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
Attributable profit
for the period - - - - - 1,121 1,121
Other comprehensive
income - - - - 171 - 171
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
Total comprehensive
income - - - - 171 1,121 1,292
Exercise of share
options 10 50 - - - - 60
Share-based payment
expense - - - - - 598 598
Transfer of own shares
held by Employee
Share Ownership Trust
to employees - - 229 - - 221 450
Dividend - - - - - (626) (626)
At 30 June 2023 4,182 23,991 (67) 536 (1,144) 23,282 50,780
------------------------- --------- --------- -------- ---------- ------------- ---------- --------
Consolidated statement of cashflows
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
----------------------------------------------- ----------- ----------- -------------
Cashflows from operating activities
Profit after taxation 1,121 1,544 2,882
Depreciation of property, plant and equipment 163 71 191
Amortisation of intangible assets 2,578 2,348 4,723
Amortisation of right-to-use assets 281 313 714
Share-based payments 598 436 1,027
(Increase)/decrease in trade and other
receivables (638) 68 (886)
Decrease/(increase) in contract assets 564 (139) (775)
(Decrease)/increase in trade and other
payables (2,028) (1,271) 1,560
Decrease in contract liabilities (238) (1,874) (199)
Decrease in sales tax provision arising
on acquisition - - (496)
Taxation (326) (480) 356
Net finance costs 103 96 213
----------------------------------------------- ----------- ----------- -------------
Cash inflow from operations 2,178 1,112 9,310
Income taxes received 3 1,103 2,473
Income taxes paid (1,144) (1,199) (1,893)
----------------------------------------------- ----------- ----------- -------------
Net cash inflow from operating activities 1,037 1,016 9,890
Cash flows from investing activities
Interest received 1 3 6
Purchase of property, plant and equipment (133) (295) (806)
Payments of contingent consideration on
acquisition of Inforalgo - (369) (369)
Payments of contingent consideration on
acquisition of Electra - - (3,987)
Payments to acquire intangible fixed assets (2,521) (2,392) (5,195)
----------------------------------------------- ----------- ----------- -------------
Net cash used in investing activities (2,653) (3,053) (10,351)
Cash flows from financing activities
Interest paid (63) (48) (138)
Principal paid on lease liabilities (309) (329) (645)
Dividends paid (626) (622) (622)
Share issue proceeds (net of costs) 53 - 69
Net cash used in financing activities (945) (999) (1,336)
Net decrease in cash and cash equivalents (2,561) (3,036) (1,797)
Cash and cash equivalents at beginning
of period 6,280 9,139 9,139
Exchange adjustments 82 401 (1,062)
Cash and cash equivalents at end of period 3,801 6,504 6,280
----------------------------------------------- ----------- ----------- -------------
Notes to the interim report
1. Basis of preparation
Gresham Technologies plc (LSE: "GHT", "Gresham" or the "Company"
or the "Group" or the "Parent") is a Public limited company and is
listed on the London Stock Exchange. The Company's registered
address is Aldermary House, 10 - 15 Queen Street, London, EC4N 1TX
and the Company's registration number is 1072032.
These condensed interim financial statements are unaudited, have
not been reviewed by the Group's auditors, and do not constitute
statutory accounts within the meaning of the Companies Act
2006.
These condensed interim financial statements have been prepared
on a going concern basis and in accordance with IAS 34 'Interim
Financial Reporting', the Disclosure and Transparency Rules and the
Listing Rules of the Financial Conduct Authority, and were approved
on behalf of the Board by the Chief Executive Officer Ian Manocha
and Chief Financial Officer Tom Mullan on 26 July 2023.
The accounting policies and methods of computation applied in
these condensed interim financial statements are consistent with
those applied in the Group's most recent annual financial
statements for the year ended 31 December 2022.
The financial statements for the year ended 31 December 2022,
which were prepared in accordance with UK adopted International
Financial Reporting Standards ("IFRSs"). The auditors' opinion on
those financial statements was unqualified and did not contain a
statement made under s498(2) or (3) of the Companies Act 2006.
Copies of these condensed interim financial statements and the
Group's most recent annual financial statements are available from
the Group's website www.greshamtech.com or by writing to the
Company Secretary at the Company's registered office.
2. Segmental information
The segmental disclosures reflect the analysis presented on a
monthly basis to the chief operating decision maker of the
business, the Chief Executive and the Board of Directors.
For management purposes, the Group is organised into the
following reportable segments:
-- Clareti Solutions - supply of solutions predominantly
to the finance and banking markets across Asia
Pacific, EMEA and North America. Includes both
software and services that can be accessed in
the cloud, on-premise or deployed into hybrid
environments. These primary offerings within
this segment include:
o Clareti Control products; and
o Clareti Connect products.
-- Other Solutions - supply of a range of well-established
solutions to enterprise-level customers in a
variety of end markets
-- Contracting Services - supply of IT contracting
services to one banking customer.
Transfer prices between segments are set on an arm's length
basis in a manner similar to transactions with third parties.
Segment revenue, segment expense and segment result include
transfers between business segments. Those transfers are eliminated
on consolidation.
6 months ended 30 June 2023 (unaudited) - Segmental
Information
Other Solutions
-----------------------
Clareti Contracting
Solutions Software Services Consolidated
Revenue 18,028 2,419 3,452 23,899
Cost of sales (2,457) (1,183) (3,033) (6,673)
Gross profit 15,571 1,236 419 17,226
---------------------------------- ----- ----------- --------- ------------ -------------
Gross profit % 86% 51% 12% 72%
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted administrative
expenses (14,467) (70) - (14,537)
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted operating profit 1,104 1,166 419 2,689
Adjusted operating margin
% 6% 48% 12% 11%
Adjusting items:
Exceptional costs (36)
Amortisation of acquired
intangibles (1,157)
Share-based payments (598)
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusting administrative
expenses (1,791)
Operating profit 898
Finance revenue 1
Finance costs (104)
---------------------------------- ----- -----------
Profit before taxation 795
Taxation 326
---------------------------------- ----- ----------- --------- ------------ -------------
Profit after taxation 1,121
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted operating profit 2,689
Amortisation of intangibles 1,421
Depreciation of property,
plant and equipment 163
Amortisation of right-of-use
assets 281
Adjusted EBITDA 4,554
Development costs capitalised (2,521)
Principal paid on lease
liabilities (309)
---------------------------------- ----- ----------- --------- ------------ -------------
Cash adjusted EBITDA 1,724
---------------------------------- ----- ----------- --------- ------------ -------------
Segment assets 78,225
Segment liabilities (27,445)
---------------------------------- ----- ----------- --------- ------------ -------------
6 months ended 30 June 2022 (unaudited) - Segmental
Information
Other Solutions
-----------------------
Clareti Contracting
Solutions Software Services Consolidated
Revenue 16,381 2,430 4,168 22,979
Cost of sales (2,381) (1,218) (3,645) (7,244)
Gross profit 14,000 1,212 523 15,735
---------------------------------- ----- ----------- --------- ------------ -------------
Gross profit % 85% 50% 13% 68%
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted administrative
expenses (12,782) (55) - (12,837)
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted operating profit 1,218 1,157 523 2,898
Adjusted operating margin
% 7% 48% 13% 13%
Adjusting items:
Exceptional costs (145)
Amortisation of acquired
intangibles (1,157)
Share-based payments (436)
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusting administrative
expenses (1,738)
Operating profit 1,160
Finance revenue 3
Finance costs (99)
---------------------------------- ----- -----------
Profit before taxation 1,064
Taxation 480
---------------------------------- ----- ----------- --------- ------------ -------------
Profit after taxation 1,544
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted operating profit 2,898
Amortisation of intangibles 1,191
Depreciation of property,
plant and equipment 71
Amortisation of right-of-use
assets 313
Adjusted EBITDA 4,473
Development costs capitalised (2,392)
Principal paid on lease
liabilities (329)
---------------------------------- ----- ----------- --------- ------------ -------------
Cash adjusted EBITDA 1,752
---------------------------------- ----- ----------- --------- ------------ -------------
Segment assets 79,885
Segment liabilities (33,090)
---------------------------------- ----- ----------- --------- ------------ -------------
Adjusted EBITDA
Adjusted EBITDA is calculated as EBITDA excluding exceptional
items and share-based payments, reconciled as follows:
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
---------------------------------------- ----------- ----------- -------------
Profit before taxation 795 1,064 3,238
Adjusting items:
Amortisation of intangibles 2,578 2,348 4,723
Depreciation of property, plant and
equipment 163 71 191
Amortisation of right-to-use assets 281 313 714
Notional interest on lease liabilities 23 20 45
Finance revenue (1) (3) (6)
Interest payable 81 79 174
---------------------------------------- ----------- ----------- -------------
EBITDA 3,920 3,892 9,079
---------------------------------------- ----------- ----------- -------------
Exceptional items 36 145 153
Share-based payments 598 436 1,027
---------------------------------------- ----------- ----------- -------------
Adjusted EBITDA 4,554 4,473 10,259
---------------------------------------- ----------- ----------- -------------
Exceptional items
An analysis of exceptional items included within the Income
statement is disclosed below:
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------------ ----------- ----------- -------------
Acquisition and associated integration
costs - 145 153
Costs associated with the closure of EDT 36 - -
business
------------------------------------------ ----------- ----------- -------------
36 145 153
------------------------------------------ ----------- ----------- -------------
3. Taxation
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
----------------------------------------------- ----------- ----------- -------------
Current income tax
Overseas tax credit - adjustment to previous
periods - - 45
Overseas tax charge - current period 743 719 1,570
UK corporation tax credit - adjustment
to previous periods - - (1,293)
Total current income tax 743 719 322
Deferred income tax
Movement in net deferred tax asset (1,069) (1,199) 34
Total deferred income tax (1,069) (1,199) 34
Total (credit)/charge in the income statement (326) (480) 356
----------------------------------------------- ----------- ----------- -------------
The prior period UK corporation tax prior period adjustment to
prior periods relates to the cash credit received upon the
surrender of losses.
4. Earnings per ordinary share
Basic earnings per share amounts are calculated by dividing net
profit for the period attributable to ordinary equity holders of
the Parent by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share amounts are calculated by dividing
the net profit attributable to ordinary equity holders of the
Parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of
ordinary shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
The following reflects the earnings and share data used in the
basic and diluted earnings per share computations:
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
Basic weighted average number of
shares 83,549,651 83,364,458 83,393,061
Dilutive potential ordinary shares
Employee share options - weighted 1,179,432 1,799,004 1,133,957
Diluted weighted average number
of shares 84,729,083 85,163,462 84,527,018
---------------------------------------------- ----------- ----------- --------------
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------------- ----------- ----------- -------------
Adjusted earnings attributable to owners
of the Parent 2,912 3,282 6,377
Adjusting items:
Exceptional items (36) (145) (153)
Amortisation of acquired intangibles (1,157) (1,157) (2,315)
Share-based payments (598) (436) (1,027)
Statutory earnings attributable to owners
of the Parent 1,121 1,544 2,882
-------------------------------------------- ----------- ----------- -------------
Earnings per share:
Statutory
Basic earnings per share - pence 1.34 1.85 3.46
Diluted earnings per share - pence 1.32 1.81 3.41
-------------------------------------------- ----------- ----------- -------------
Adjusted
Basic earnings per share - pence 3.49 3.94 7.65
Diluted earnings per share - pence 3.44 3.85 7.54
-------------------------------------------- ----------- ----------- -------------
There have been no transactions involving ordinary shares or
potential ordinary shares between the reporting date and the date
of completion of this interim statement.
5. Dividends paid and proposed
Amounts recognised as distributions to equity holders during the
period:
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
------------------------------------- ----------- ----------- --------------
Final dividend
Final dividend for the year ended 626 - -
31 December 2022 of 0.75 pence per
share
Final dividend for the year ended
31 December 2021 of 0.75 pence per
share - 622 622
626 622 622
------------------------------------- ----------- ----------- --------------
6. Statement of directors' responsibilities
The Directors are responsible for preparing the half-yearly
financial report, in accordance with applicable law and
regulations.
The Directors confirm, to the best of their knowledge, that this
condensed set of financial statements:
-- has been prepared in accordance with IAS 34; and
-- includes a fair review of the information required by Rules
4.2.7 and 4.2.8 of the Disclosure and Transparency Rules of the
United Kingdom Financial Conduct Authority (as detailed in the
Chief Executive review).
The principal risks and uncertainties facing the Group for the
period ending 30 June 2023 and anticipated for the remainder of the
year ended 31 December 2023 ; remain consistent with those
disclosed in the Group's financial statements for the year ended 31
December 2022, which are available from www.greshamtech.com .
7. Related party transactions
No related party transactions have taken place during the first
six months of the year that have materially affected the financial
position or performance of the Company.
Key management compensation
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
2023 2022 2022
Unaudited Unaudited Audited
GBP'000 GBP'000 GBP'000
----------------------------- ----------- ----------- --------------
Directors' emoluments
Remuneration 334 326 652
Bonuses 69 129 298
Pension 11 11 22
Share-based payment charges 296 151 406
710 617 1,378
----------------------------- ----------- ----------- --------------
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END
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