29 October
2024
Rosslyn Data Technologies
plc
("Rosslyn", the
"Company" or the "Group")
Final Results
and Publication of Annual
Report
Rosslyn (AIM: RDT), the provider of a leading
cloud-based enterprise spend intelligence platform,
announces its final results and gives notice of the
publication of its annual report for the year ended 30 April
2024.
Financial
summary*
· Revenue of £2.9m (2023: £3.0m)
· Gross margin was 38.8% (2023: 34.7%)
· Operating expenses were £4.7m (2023: £3.8m)
· Adj.
EBITDA** of £2.5m loss (2023: £2.0m loss)
· Net
cash used in operating activities was £2.2m (2023: £2.7m)
· Cash
burn rate was £218k per month (2023: £205k)
· Cash
and cash equivalents of £646k as at 30 April 2024 (30 April 2023:
£767k); post year end, Rosslyn raised £3.1m through the issue of
new ordinary shares and convertible loans and the Group's Chairman
confirmed his intent to subscribe for an additional £264k following
the release of the Group's full year results
* The 2023 comparatives are for
continued operations only (see note 5)
** A reconciliation of adjusted
EBITDA loss can be found in the Financial Review
Operational
summary
· Performance
against operational key performance indicators ("KPIs"):
o
Annual recurring revenue ("ARR") of £2.3m (2023: £2.4m),
representing ARR reduction of -4% (2023: 8%
growth)
o
Total pipeline as at 30 April 2024 was £3.3m (30 April 2023:
£3.6m) and weighted pipeline was £1.3m (30 April 2023:
£1.1m)
· Launched new
AI-powered classification solution - now live with four
customers
· New contracts
won with a blue-chip European med-tech company and international
transport consultancy
· Implemented key
operational enhancements to drive margin improvement
· Secured, post
year end, a major new client that is a leading global technology
company and household name
Paul Watts,
CEO of Rosslyn, said:
"Following a
period of significant transition as we transformed our business -
having reset our strategy, had that strategy validated and
established the foundations to execute - we believe that we are now
at an inflection point. We are particularly pleased with the
progress that we have made with our AI-powered solution, AiCE - and
the contribution our AI development made to securing our major new
client win, which is of substantial significance and a further
validation of our strategy.
"Looking
ahead, we are now ramping up our sales & marketing activities
following our recent fundraise, particularly to support the
commercial launch of AiCE, which marks our transition to delivering
'spend intelligence' and going beyond spend analytics or data
visualisation. By unlocking the value of data that sits across the
supply chain, we can provide the strategic insights that are
required by procurement teams today. Accordingly, and with our
recent fundraise and the improvements made to our operational model
during the year, we remain greatly excited about Rosslyn's
prospects."
This announcement contains inside
information as stipulated under the Market Abuse Regulations (UK
MAR).
Enquiries
Rosslyn
|
|
Paul Watts, Chief Executive
Officer
James Appleby, Chairman
|
+44 (0)20 3285 8008
|
|
|
Cavendish
Capital Markets Limited (Nominated adviser and
Broker)
|
|
Stephen Keys/Camilla Hume/George
Lawson
|
+44 (0)20 7220 0500
|
|
|
Gracechurch Group (Financial PR)
|
|
Claire Norbury/Anysia
Virdi
|
+44 (0)20 4582 3500
|
About Rosslyn
Rosslyn (AIM: RDT) provides an
award-winning spend intelligence and predictive analytics platform.
The Rosslyn Platform helps organizations with diverse supply chains
mitigate risk and make informed strategic decisions. It leverages
automated workflows, artificial intelligence and machine learning
to extract and consolidate procurement data providing visibility of
complex supplier data, enabling supplier spend savings and
delivering rapid ROI. For more information visit
www.rosslyn.ai. Investors wishing to contact the Company should
email investors@rosslyn.ai.
Operational
Review
During the year, Rosslyn's focus was on the
modernisation of its technology, particularly with the development
and launch of its artificial intelligence ("AI") solution, and
securing some very large enterprise partnerships. In particular,
the Group's AI development work made an important contribution to
securing, post year end, a major new client win. The Group also
implemented changes to its operating model to better position
Rosslyn for sustainable growth going forward. This was undertaken
against a backdrop of needing to maintain tight cost control and,
accordingly, allocating resources to prioritise investment in what
the Board believes to be transformational opportunities for
Rosslyn.
Customer wins
Rosslyn secured two new contracts during the
year worth £422k in aggregate over a multi-year period
and equating to an additional £120k in annual recurring
revenue. The contracts are with a blue-chip European med-tech
company, which sells its products via its 9,000+ shops and outlets
in over 20 countries, and an international consultancy that
provides services and solutions to the transport industry and is
utilising the Rosslyn platform on behalf of a UK train
operating company.
During the year, the Group made a substantial
resource investment towards securing its major new client win, with
the contract signed post year end. The customer, headquartered in
the US, is one of the world's largest technology companies, a
global household name and one of the top-10 Fortune 100 companies.
As noted above, a key consideration in Rosslyn's appointment, which
followed an extensive nine-month competitive tender process, was
the development work being undertaken to automate the data
classification process and to establish an enterprise-grade
procurement data lake. To be appointed by an organisation of this
magnitude is, the Board believes, a significant endorsement of
Rosslyn's offering. The initial three-year contract, which is of
significant commercial value, also brings further possible growth
opportunities through expansion into the customer's other divisions
and operations beyond the central procurement
department.
Partnerships
The Group continued to make progress on its
renewed go-to-market approach centred on a partner model. With
Chain IQ, a business process outsourcing partner, Rosslyn completed
an extensive process of aligning ChainIQ's business model with the
Group's technology value add to the point that the Rosslyn solution
is now strategically embedded in all of ChainIQ's offerings. The
Group is already beginning to see transaction volumes significantly
increase as a result of this.
Rosslyn significantly enhanced its
relationship with a global consulting partner. The Group is in
advanced negotiations, after a lengthy and competitive tender
process, to replace the internal spend intelligence tool of this
partner, which is one of the world's five largest consulting firms.
The partner has also already introduced Rosslyn to a number of new
business opportunities, and the Group expects to sign the first
customer in the near term. As with Rosslyn's aforementioned major
new client win, the sales and implementation cycles with partners
such as these are complex and prolonged - commensurate with their
size and growth potential.
Rosslyn is also in the process of establishing
a new type of partnership that will allow it to offer strategic
procurement consulting services, focusing on matters such as tail
spend management, maverick spend management and vendor
consolidation. This would be a value-add service for Rosslyn
customers that the Group would deliver via partnership with
best-of-breed boutique consulting practices. This also forms part
of Rosslyn's evolution from providing spend visibility to spend
intelligence and facilitating impact realisation.
Platform
An important part of Rosslyn's activities
during the year, and which was completed subsequently, was the work
undertaken to modernise the platform architecture and to make it as
AI-ready as possible. This has included, for example, transitioning
to running on more scalable serverless platforms rather than
traditional virtual machines. Through this exercise, Rosslyn has
increased platform efficiency, which will reduce operating costs
while enhancing reliability and robustness. It is also what enabled
the Group to launch and bring to market its first generation of AI
solutions.
AI
innovation
The most significant development during the
year was the launch of Rosslyn's AI solution, its Artificial
Intelligence Classification Engine ("AiCE"). After a successful
proof-of-concept, AiCE became operational with a first customer in
April 2024, which, since year end, was expanded to four customers.
Thanks to the calibre of Rosslyn's client base, the solution has
been stress tested and proven by substantial enterprises -
attesting to its strength. It has now been made commercially
available as an additional classification-as-a-service module, and
Rosslyn expects to receive its first revenue by the end of the
current financial year.
With AiCE, Rosslyn is aiming to unlock the
asset value of the data that sits across a customer's supply chain
by using technology to make it procurement-relevant. The data often
sits across multiple systems and has not been classified -
essentially, indexed - in a format that can be interrogated and
leveraged by procurement teams. AiCE automatically generates the
categorisations and classifications of extracted procurement data.
Automating this process significantly increases accuracy, expands
the volume and complexity of data that can be incorporated and
therefore shortens the time to insight. It also reduces the need
for time-consuming ongoing manual maintenance of classification
rules and frameworks. The Group's aim is to build the most
automated, dynamic technology, and establish Rosslyn as the leading
provider, for data classification and enterprise customer taxonomy
management.
Looking further ahead, the Group's plan is to
innovate on top of this architecture with next-generation AI
technology that can generate intelligent - or predictive -
insights. By building an enterprise-grade procurement data lake and
integrating with third-party sources, Rosslyn will be able to
provide a far more interactive, data-led means of driving
procurement strategy and unlock insights extending beyond pure
savings - looking at sustainability, diversity and, ultimately,
supply chain transformation.
Customer Success
Rosslyn continued to invest in its Customer
Success function - building on the significant work undertaken in
the previous year. This is helping the Group to transform the
customer journey, which is enabling the generation of larger
commercial returns from each customer - through the up-sell or
cross-sell of new product modules and providing more value
realisation. The Group has also introduced the Customer Success
function as an additional chargeable service, which creates value
for customers by enabling them to maximise their use of the Rosslyn
platform and more effectively identify risk in the supply
chain.
Financial
Review
While still at the relatively early stages of
implementing its renewed strategy, the actions that the Group has
taken during the year to improve its financial position are
beginning to bear fruit. In particular, gross margin was
significantly increased through adjusting its professional services
fees. Alongside this, an in-depth internal project was conducted to
increase platform efficiency, which will result in reduced costs
going forward. As the business expands, the Group will benefit from
a number of economies of scale, such as being able to increase its
Azure platform usage by up to 50% without incurring additional
cost. The Group also took a strategic decision to prioritise
quality of revenues. As a result, and alongside the recent
fundraising, the Board believes the Group is positioned for
sustainable growth.
Revenue
Revenue for the year was £2.9m (2023: £3.0m),
of which £2.3m was annually recurring revenue ("ARR") compared with
£2.4m in 2023. The reduction reflects the Group's strategic
decision to exit unprofitable business lines and the protracted
timelines associated with contract negotiations for the sizable new
opportunities that have been secured.
The Group's revenue comprises the annual
licence fee - software revenue - that customers are charged for
having access to the Rosslyn platform and professional services
fees for work undertaken to tailor the Group's solution to align
with customers' infrastructure or meet specific additional solution
requirements. Software revenue continued to be the main contributor
to revenue, generating £2.3m (2023: £2.4m) and accounting for 79%
of total revenue (2023: 80%). Professional services revenue
remained stable at £0.6m (2023: £0.6m), and accounted for 21% of
total revenue (2023: 20%).
Gross
profit
Gross margin improved to 38.8% (2023: 34.7%),
primarily reflecting the introduction during the year of increased
pricing for the Group's professional services work to appropriate
market levels, which applies to new and renewed customer contracts.
As a result of the improved gross margin, gross profit increased to
£1.1m (2023: £1.0m).
Operating
expenses
Operating costs were £4.7m (2023: £3.8m). This
primarily reflects administrative expenses being higher at £4.1m
(2023: £3.4m) as Rosslyn began to rebuild the business.
Depreciation and amortisation expenses were £0.4m (2023: £0.4m),
relating to the amortisation of development costs relating to the
continued upgrading of the platform.
Profitability
measures
Adjusted EBITDA* loss was £2.5m (2023: £2.0m
loss) as set out in the table below:
|
2024
|
2023
|
|
£'000
|
£'000
|
Revenue
|
2,854
|
3,012
|
Gross profit
|
1,108
|
1,044
|
Operating loss
|
(3,543)
|
(2,793)
|
EBITDA
Adjustments:
|
|
|
Depreciation
|
35
|
19
|
Amortisation
|
396
|
268
|
Share-based payments
|
96
|
89
|
Exceptional items
|
499
|
260
|
Adjusted
EBITDA*
|
(2,517)
|
(2,048)
|
*Adjusted EBITDA is defined as earnings before interest,
taxation, depreciation, amortisation, exceptional items and
share-based payments. The change in the value of share-based
payments is adjusted when calculating the Group's adjusted EBITDA
as it has no direct cash impact on financial performance. Adjusted
EBITDA is considered a key metric to the users of the financial
statements as it represents a useful milestone that is reflective
of the performance of the business resulting from movements in
revenue, gross margin and the costs of the business removing
exceptional items (£195k relating to old contractual issues, £30k
relating to management consultancy costs, employment restructuring
costs of £190k and £84k relating to the surrender of a lease),
which are believed to be not representative of the ongoing
business.
Operating loss was £3.5m (2023: £2.8m loss).
The increase in operating loss and adjusted EBITDA loss reflects
the higher operating expenses.
Loss before tax for the year was £3.6m (2023:
£2.8m loss). The Group had receivable tax credits of £235k (2023:
£664k). As a result, net loss for the year was £3.4m (2023: £2.1m
loss).
In addition, in the previous year the Group
generated profit of £2.5m from discontinued operations (2024:
£nil). Accordingly, total comprehensive loss for 2024 was £3.4m
compared with total comprehensive income of £0.4m for
2023.
Cash flow
and liquidity
Net cash used in operating activities was
reduced to £2.2m (2023: £2.7m), which reflects the receipt of £0.6m
in R&D tax credits (2023: £0.03m expense). Cash used in
operations was £2.8m (2023: £2.7m).
Net cash used in investing activities was
£0.7m compared with £1.0m of cash being generated from investing
activities for the previous year. The change primarily reflects
£1.5m of cash being generated from the disposal of operations in
the previous year (2024: £nil). Cash used in investing activities
primarily comprised investment in software of £0.6m (2023:
£0.5m).
Net cash generated from financing activities
was £2.8m (2023: £0.03m). This primarily reflects the fundraising
undertaken during the year.
Accordingly, there was a decrease in cash and
cash equivalents of £0.1m before the effects of foreign currency
translation compared with a £1.7m decrease in 2023.
Cash and cash equivalents at 30 April 2024
were £646k (2023: £767k). The Group's cash position was
significantly strengthened post year end with the raising of £3.1m
via the issue of new ordinary shares and convertible loan notes. In
addition, and as previously announced, James Appleby, Non-Executive
Chairman, has confirmed his intention to subscribe for £264k
following the release of the Company's full year 2024 results,
resulting in total funds raised being approximately
£3.4m.
Balance
sheet
As at 30 April 2024, the Group had net assets
and total equity of £1.3m compared with £1.9m at 30 April 2023. The
main movements in the balance sheet during the year
were:
· a
decrease in current assets to £2.0m (30 April 2023: £2.6m)
reflecting lower trade and other receivables and corporation tax
receivable;
·
an increase in intangible assets to £1.6m (30 April 2023:
£1.4m); and
·
non-current liabilities increasing to £0.3m (30 April 2023:
£0.1m), comprising non-current financial liabilities (borrowings)
of £0.3m as at 30 April 2024 (30 April 2023: £nil) and £nil
non-current trade and other payables (30 April 2023:
£0.1m).
Material
uncertainty to going concern
As discussed in note 2 below, the Board
considers the Group to be a going concern. However, if the
Group is unable to generate its proposed revenue projections,
particularly around the levels and timing of new business forecast
that have not been secured yet included in the projections, there
is limited headroom in the current forecasts and as such there is
considered to be a material uncertainty which may cast significant
doubt on the Group's ability to continue as a going concern. Should
the Group not meet those new revenue predictions, management plans
to cut costs or look to raise capital from a number of different
funding options. The independent auditors' report is not modified
in respect of this matter. The financial statements do not include
any adjustments that would result if the Group were unable to
continue as a going concern. For further details, refer to the
Going Concern section in note 2 to the financial
statements.
Outlook
Following a period of significant transition
Rosslyn's business has been transformed. Having reset the strategy,
had that strategy validated and established the foundations to
execute - the Board believes the Group is now at an inflection
point. The initial results of these efforts are beginning to be
recognised, most notably with the major new client win. This
customer offers significant growth potential for Rosslyn, and
management expect to expand the relationship before completing the
initial contract. The Group is also experiencing strong momentum
with ChainIQ, which is expected to be an important contributor to
growth in the near-term, and it is in advanced negotiations with a
significant prospective partner that is one of the world's largest
consulting firms.
Rosslyn is also now ramping up its sales &
marketing activities, which had been reduced during the year as the
Group prioritised investment in technology and focused on securing
the substantial tenders noted above. Following the recent
fundraise, the Group is now investing to significantly increase
this activity - particularly to support the commercial launch of
its AI solution.
Accordingly, the Board is greatly excited
about Rosslyn's prospects. In the near term, the Group expects to
achieve positive adj. EBITDA and cash generation on a monthly basis
by the end of the current financial year - which will enable
accelerated revenue growth in the medium term as the Group
leverages the investment that has been made to substantially
strengthen Rosslyn's offer. The Board looks forward to reporting on
Rosslyn's progress.
Publication
of Annual Report
The Company announces that its annual report
and accounts for the year ended 30 April 2024 has, today, been
published on its website on the Reports and Corporate Documents
page of the Investors section at https://www.rosslyn.ai/investors/reports-corporate-documents,
and is being posted to shareholders today.
Consolidated
statement of comprehensive income for the year ended 30 April
2024
Note
|
30 April
2024
£'000
|
30 April
2024
£'000
|
30 April
2023
£'000
|
30 April
2023
£'000
|
Continuing
operations
|
|
|
|
Revenue
|
3
|
2,854
|
3,012
|
Cost of
sales
|
|
(1,746)
|
(1,968)
|
Gross
profit
|
1,108
|
1,044
|
Operating expenses
|
(4,651)
|
|
(3,807)
|
Analysed as
|
|
|
|
Administrative expenses
|
(4,124)
|
(3,352)
|
|
Depreciation and amortisation
|
(431)
|
(366)
|
|
Share-based payments
|
(96)
|
(89)
|
|
|
(4,651)
|
(3,807)
|
Operating loss
|
|
(3,543)
|
(2,763)
|
Finance
income
|
|
2
|
3
|
Finance costs
|
|
(53)
|
-
|
Loss before income
tax
|
|
(3,594)
|
(2,760)
|
Income tax
|
|
235
|
664
|
Loss for the year for
continued operations
|
(3,359)
|
(2,096)
|
Profit for the year from discontinued
operations
|
-
|
2,468
|
(Loss)/profit
for the
year
|
(3,359)
|
372
|
Other comprehensive
(loss)/income -
translation differences
|
(16)
|
28
|
Total comprehensive
(loss)/income
|
(3,375)
|
400
|
(Loss)/profit per
share
|
Pence
|
Pence
|
Basic and
diluted loss per share:
|
|
|
|
ordinary
shareholders - Continued
|
4
|
(25.1)
|
(30.6)
|
Basic (loss)/profit
per share:
|
|
|
|
ordinary
shareholders - Total
|
4
|
(25.1)
|
5.9
|
Diluted
(loss)/profit per share: ordinary shareholders - Total
|
4
|
(25.1)
|
5.7
|
Consolidated
statement of financial position as at 30 April
2024
|
30 April
2024
£'000
|
30 April
2023
£'000
|
Assets
Non-current
assets
Intangible assets
Property, plant and
equipment
Right-of-use assets
|
|
1,620
30 -
|
1,372
- 162
|
|
1,650
|
1,534
|
Current
assets
|
|
|
|
Trade and
other receivables
|
|
854
|
969
|
Corporation tax receivable
|
|
475
|
852
|
Cash and
cash equivalents
|
|
646
|
767
|
Total
current assets
|
1,975
|
2,588
|
Total
assets
|
3,625
|
4,122
|
Liabilities
|
|
|
|
Non-current
liabilities
|
|
|
|
Trade and
other payables
|
|
-
|
(114)
|
Deferred tax
|
|
-
|
-
|
Financial
liabilities - borrowings
|
|
(327)
|
-
|
Total
non-current liabilities
|
(327)
|
(114)
|
Current
liabilities
|
|
|
|
Trade and
other payables
|
|
(2,043)
|
(2,001)
|
Financial
liabilities - borrowings
|
|
-
|
(96)
|
Total
current liabilities
|
(2,043)
|
(2,097)
|
Total
liabilities
|
(2,370)
|
(2,211)
|
Net
assets
|
1,255
|
1,911
|
Equity
|
|
|
|
Called up
share capital
|
|
4,415
|
1,699
|
Share
premium
|
|
18,923
|
18,923
|
Convertible debt option reserve
|
|
189
|
-
|
Share-based payment reserve
|
|
34
|
320
|
Accumulated loss
|
|
(27,348)
|
(24,089)
|
Translation reserve
|
|
(91)
|
(75)
|
Merger reserve
|
|
5,133
|
5,133
|
Total
equity
|
1,255
|
1,911
|
Consolidated
statement of changes in equity for the year ended 30 April
2024
|
Called up share capital
|
Accumulated
loss
|
Translation
reserve
|
Convertible debt option
reserve
|
Share- based payment
reserve
|
Share
premium
|
Merger
reserve
|
Total equity
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at 1 May
2022
|
1,699
|
(24,485)
|
(103)
|
-
|
255
|
18,923
|
5,133
|
1,422
|
Profit
for the year
|
-
|
372
|
-
|
-
|
-
|
-
|
-
|
372
|
Other
comprehensive income
|
-
|
-
|
28
|
-
|
-
|
-
|
-
|
28
|
Lapsed options
|
-
|
24
|
-
|
-
|
(24)
|
-
|
-
|
-
|
Share-based payment transaction
|
-
|
-
|
-
|
-
|
89
|
-
|
-
|
89
|
Balance at 30 April
2023
|
1,699
|
(24,089)
|
(75)
|
-
|
320
|
18,923
|
5,133
|
1,911
|
Balance
at 1 May 2023
|
1,699
|
(24,089)
|
(75)
|
-
|
320
|
18,923
|
5,133
|
1,911
|
Loss for
the year
|
-
|
(3,359)
|
-
|
-
|
-
|
-
|
-
|
(3,359)
|
Issue of
convertible loan
|
-
|
-
|
-
|
239
|
-
|
-
|
-
|
239
|
Shares
issued during the year
|
2,716
|
-
|
-
|
-
|
-
|
-
|
-
|
2,716
|
Issue costs
|
-
|
(282)
|
-
|
(50)
|
-
|
-
|
-
|
(332)
|
Other
comprehensive income
|
-
|
-
|
(16)
|
-
|
-
|
-
|
-
|
(16)
|
Lapsed options
|
-
|
382
|
-
|
-
|
(382)
|
-
|
-
|
-
|
Share
option reserve transfer
|
-
|
-
|
-
|
-
|
96
|
-
|
-
|
96
|
Balance at 30 April
2024
|
4,415
|
(27,348)
|
(91)
|
189
|
34
|
18,923
|
5,133
|
1,255
|
Consolidated
statement of cash flows for the year ended 30 April
2024
Note
|
Year
ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
Cash flows used in operating activities
|
|
|
|
Cash used in operations
|
See
below
|
(2,810)
|
(2,668)
|
Finance income
|
|
2
|
3
|
Finance costs
|
|
(9)
|
-
|
Corporation tax received/(paid)
|
|
612
|
(27)
|
Net cash used in operating activities
|
(2,205)
|
(2,692)
|
Cash flows (used in)/generated from investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
|
(39)
|
(6)
|
Acquisition of intangible assets
|
|
(644)
|
(535)
|
Cash received on disposal of
operation
|
|
-
|
1,512
|
Net cash
(used in)/generated
from investing
activities
|
(683)
|
971
|
Cash flows generated from financing activities
|
|
|
|
New loans in year
|
|
600
|
160
|
Repayment of borrowings
|
|
(96)
|
(64)
|
Convertible loan issue
costs
|
|
(128)
|
-
|
Issue of shares
|
|
2,716
|
-
|
Expenses related to the issue of
shares
|
|
(282)
|
-
|
Repayment of capital element of
obligations under leases
|
|
(27)
|
(69)
|
Net cash generated from financing activities
|
2,783
|
27
|
Net decrease in cash and cash equivalents
|
(105)
|
(1,694)
|
Cash and cash equivalents at beginning of year
|
|
767
|
2,433
|
Foreign exchange
(losses)/gains
|
(16)
|
28
|
Cash and cash equivalents at end of year
|
|
646
|
767
|
Reconciliation of loss before income tax to cash used in
operations
|
Year
ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
Loss before income tax
|
(3,594)
|
(292)
|
Depreciation, amortisation and
impairment charges
|
431
|
366
|
Share-based payment transactions
|
96
|
89
|
Finance income
|
(2)
|
(3)
|
Gain on disposal of operations
|
-
|
(2,468)
|
Disposal of leases
|
(6)
|
(5)
|
Finance costs
|
53
|
-
|
|
(3,022)
|
(2,313)
|
Decrease/(increase) in trade and
other receivables
|
115
|
(149)
|
Increase/(decrease) in trade and
other payables
|
97
|
(206)
|
Cash used in operations
|
(2,810)
|
(2,668)
|
Notes to the Non-Statutory Financial Satements for the year
ended 30 April 2024
1. General
information
Rosslyn Data Technologies plc (the
"Company") is a company incorporated and domiciled in the UK. It is
quoted on AIM, a market of the London Stock Exchange. The address
of the registered office is 6th Floor, 60 Gracechurch Street,
London, EC3V 0HR.
The Company is the ultimate parent
company of Rosslyn Analytics Limited and Rosslyn Data Management
Limited, companies incorporated in the UK, and the ultimate parent
company of Rosslyn Analytics, Inc., a company incorporated in the
USA (collectively, the "Group"). The Group's principal activity is
the provision of procurement data analytics using a proprietary
form, data capture, data mining and workflow management.
The financial information set out
in this preliminary results announcement does not constitute the
Group's statutory financial statements, as defined in section 435
of the Companies Act 2006, but is derived from those financial
statements. Statutory financial statements for 2023 have been
delivered to the Registrar of Companies. The audit report was
unqualified, did not contain a statement under section 498 (2) or
498 (3) of the Companies Act 2006 and drew attention by way of
emphasis to a material uncertainty relating to going concern and
the recoverability of intangible assets and parent company
inter-company receivables. Those for 2024 have not yet been
delivered to the Registrar of Companies. The audit report is
unqualified, does not contain a statement under section 498 (2) or
498 (3) of the Companies Act 2006 and draws attention by way of
emphasis to a material uncertainty relating to going concern and
the recoverability of intangible assets and parent company
inter-company receivables. The 2024 accounts will be delivered to
the Registrar of Companies shortly.
2. Accounting
policies
Basis of preparation
The principal accounting policies
adopted in the preparation of the financial statements are set out
below. The policies have been consistently applied to all the years
presented, unless otherwise stated.
The Group financial statements
have been prepared under the historical cost convention subject to
fair valuing certain financial instruments and in accordance with
UK-adopted international accounting standards.
Going concern
Information on the business
environment and the factors underpinning the Group's future
prospects and product portfolio are included in the Operational
Review and Outlook sections. The cash balance at 30 April 2024 was
£0.6m and on 28 October 2024 the Group successfully completed an
equity fundraising round, raising £1.89m via a placing of shares
and £1.2m from an issue of convertible loan notes. Further, there
is an intention from James Appleby, Non-Executive Chairman, to
subscribe for £0.26m post release of the annual report. The Group
has performed prudent scenario analysis on revenue and cost
performance covering the period up to April 2026. These demonstrate
that the Group can meet its liabilities as they fall
due.
After making appropriate
enquiries, the Directors consider that it is appropriate to adopt
the going concern basis in preparing the consolidated financial
statements, accordingly, the financial statements do not include
any adjustments which would be required if the going concern basis
of preparation was deemed to be inappropriate. However, if the
Group is unable to generate its proposed revenue projections,
particularly around the levels and timing of new business forecast
that have not been secured yet included in the projections, there
is limited headroom in the current forecasts and as such there is
considered to be a material uncertainty which may cast significant
doubt on the Group's ability to continue as a going concern. Should
the Group not meet those new revenue predictions, management plans
to cut costs or look to raise capital from a number of different
funding options.
Basis of consolidation
The consolidated statement of
comprehensive income and statement of financial position include
the financial statements of the Company and its subsidiary
undertakings as of 30 April 2024.
Where the Company has control over
an investee, it is classified as a subsidiary. The Company controls
an investee if all three of the following elements are present:
power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to
affect those variable returns. Control is reassessed whenever facts
and circumstances indicate that there may be a change in any of
these elements of control.
The consolidated financial
statements present the results of the Company and its subsidiaries
(the "Group") as if they formed a single entity. Intercompany
transactions and balances between Group companies are therefore
eliminated in full.
The consolidated financial
statements incorporate the results of business combinations using
the acquisition method.
In the consolidated balance sheet,
the acquiree's identifiable assets, liabilities and contingent
liabilities are initially recognised at their fair values at the
acquisition date. The results of acquired operations are included
in the consolidated statement of comprehensive income from the date
on which control is obtained.
Judgements and estimates
The preparation of the financial
statements requires management to exercise judgement in applying
the Group's accounting policies. It also requires the use of
estimates and assumptions that affect the reported amounts of
assets, liabilities, income and expenses.
The following are key sources of
estimation uncertainty and critical accounting
judgements:
Judgements
·
Development costs capitalised as intangible
assets - Management exercises judgement in determining whether the
costs can be capitalised. Management look for costs that can be
directly attributable, and also measurable, to a particular project
when deciding on capitalisation. During the year, the Group has
capitalised intangible assets development costs of £644,000 (2023:
£535,000), which relate specifically to the Rosslyn Platform
redevelopment.
·
Management have exercised judgement in reviewing
the terms of the convertible loan notes, particularly around
whether a fixed number of shares are to be issued on conversion to
ensure that they are correctly accounted for as debt and equity in
line with the nature of the agreement
Estimates
·
Recognition of professional services revenue -
For projects that are in progress, management assesses how far
through to completion then recognise revenue using time management
records and expectation of total time required based on prior
projects.
·
Impairment of intangible assets - Management have
carried out an impairment review based on the recoverable amount
using a discounted cash flow model. No impairment is considered
necessary, but this is dependent upon future cash flows generated
by the continuing subsidiary operations, which themselves are
dependent on the successful commercialisation, value and timing of
product sales. The Directors performed sensitivity analysis on the
net present value of future income streams of the Group to
considered whether there are any indicators of impairment to the
carrying amount of intangible assets of £1,620,000
(2023:£1,372,000). A 10% change in new business revenues results in
a £2,597,000 reduction in the net present value of the future
income streams of the Group. New business revenues would need to
decrease by 20% before an impairment charge is required for the
carrying value of the intangibles asset. The ultimate result of
these assumptions cannot be determined at this time, and the
financial statements do not account for any impairment provision
that might be necessary should the group's cash flows deviate from
the forecast.
Revenue recognition
Revenue is measured at the fair
value of consideration received or receivable and represents
amounts for services provided to third parties in the normal course
of business during the year, net of value-added tax, and results
from the principal activities of the Group.
Each element of revenue (described
below) is recognised only when:
·
the consideration receivable is fixed or
determinable; and
·
collection of the amount due from the customer is
reasonably assured.
i)
Initial data processing and analysis in connection
with the deployment and customisation of the Group's proprietary
solutions are recognised over the corresponding period of the
related customer contract.
ii) Annual licence fees are recognised on a straight-line basis
over the period of the contractual term.
iii) Any revenue arising from consultancy or professional services
work is recognised as such services are delivered.
Services that have been delivered
at the end of a financial period but which have not been invoiced
at that time are recognised as revenue and shown within accrued
revenue in the statement of financial position.
Advance payments from customers
are included within deferred income in the statement of financial
position. Such amounts are recognised as the services are provided
to the customer in accordance with points (i) to (iii) as set out
above.
Impairment review of intangible assets
The intangible assets, with the
exception of goodwill, are being amortised over their useful
economic lives, however management still tests intangible assets
for impairment if and when indicators of impairment arise. Where
such an indication exists, management estimates the fair value less
costs to sell of the assets based on the net present value of
future cash flows. The Directors have considered whether there are
any indicators of impairment to the carrying amount of intangible
assets of £1,620,000 (2023: £1,372,000), and there is considered to
be no requirement for impairment in this financial year.
Convertible debt
The proceeds received on issue of
the Group's convertible debt are allocated into their liability and
equity components and presented separately in the balance sheet.
Transaction costs that relate to the issue of the instrument are
allocated to the liability and equity components of the instrument
in proportion to the allocation of proceeds.
The amount initially attributed to
the debt component equals the discounted cash flows using a market
rate of interest that would be payable on a similar debt instrument
that did not include an option to convert. This is then measured at
amortised cost.
The difference between the fair
value of the convertible loan instrument and the fair value of the
debt component is credited direct to equity. On conversion,
the debt and equity elements are credited to share capital and
share premium as appropriate, with no gain or loss
recognised.
3. Segmental
reporting
Management has determined the
operating segments based on the operating reports reviewed by the
Directors that are used to assess both performance and strategic
decisions. Management has identified that the Directors are the
Chief Operating Decision Maker in accordance with the requirements
of IFRS 8 Operating segments.
The determination is that the
Group operates as a single segment, as no internal reporting is
produced either by geography or division. The Group views
performance on the basis of the type of revenue, and the end
destination of the client as shown below.
|
Year ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
Annual
licence fees
|
2,252
|
2,406
|
Professional services
|
602
|
606
|
Total
revenue
|
2,854
|
3,012
|
Analysis
of revenue by country
|
Year ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
United Kingdom
|
1,163
|
1,528
|
Europe
|
880
|
520
|
North America
|
811
|
964
|
Total
revenue
|
2,854
|
3,012
|
Included in Europe is Switzerland,
which had revenues of £398,000 in the year ended 30 April 2024
(2023: £255,000). Included in North America is the USA, which had
revenues of £811,000 in the year ended 30 April 2024 (2023:
£964,000).
Analysis of future obligations:
|
Year ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
Performance obligations
to be
satisfied in
the next
year
|
2,005
|
1,725
|
Performance obligations to be satisfied after 12 months from
the balance sheet date
|
1,152
|
125
|
Total
future performance
obligations
|
3,157
|
1,850
|
There were two (2023: two)
significant customers who made up greater than 10% of total revenue
in the year. Customer 1 generated revenue of £328,000 and customer
2 generated revenue of £215,000. The following revenue arose from
the Group's largest customer in each year:
|
Year ended
30 April
2024
£'000
|
Year ended
30 April
2023
£'000
|
Annual
licence fees
|
209
|
178
|
Professional services
|
119
|
167
|
Total
revenue
|
328
|
345
|
4. (Loss)/profit per
share
Basic earnings per share is
calculated by dividing the net (loss)/profit for the year
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year.
Diluted earnings per share is
calculated by dividing the net (loss)/profit for the year
attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year plus the
weighted average number of ordinary shares that would be issued on
the conversion of all dilutive potential ordinary shares into
ordinary shares.
|
Year ended
30 April
2024
|
Year ended
30 April
2023
|
(Loss)/profit for
the year
attributable to
the owners
of the
parent
|
(£3,375,000)
|
£400,000
|
|
2024 Number
|
2023
Number
|
Weighted average number of
shares
|
|
|
Weighted
average number of shares in issue during the year
|
142,667,092
|
339,862,521
|
Weighted
average number of shares post consolidation*
|
13,445,047
|
6,797,250
|
Dilutive
effect of share options**
|
459,141
|
12,021,429
|
Number of
dilutive effect of share options post consolidation*
|
-
|
240,429
|
Total
number of dilutive effect of share options
|
13,904,188
|
7,037,679
|
|
Pence
|
Pence
|
Basic and
diluted loss per share: ordinary shareholders - continued
|
(25.10)
|
(30.6)
|
Basic and
diluted profit per share: ordinary shareholders - discontinued
|
-
|
36.5
|
Basic
profit/(loss) per share: ordinary shareholders
|
(25.10)
|
5.9
|
Diluted
profit/(loss) per share: ordinary shareholders
|
(25.10)
|
5.7
|
* Ordinary shares and share
options have been restated to reflect the share consolidation of a
ratio of 50:1 which took place on 19 September 2023.
** At 30 April 2024 there were
459,141 share options outstanding, all of these 459,141 were not
included in the calculation of diluted earnings per share as these
are anti-dilutive in terms of IAS 33. As at 30 April 2024 there
were 13,675,638 share options outstanding, of these 13,675,638 were
not included in the calculation of diluted earnings per share as
these are anti-dilutive in terms of IAS 33.
5. Discontinued operations and
business disposals
In order to deliver the Group's
emphasis on the Rosslyn product, a decision was taken to dispose of
the Langdon Systems and Integritie parts of the Group. The Langdon
Systems sale was completed on 30 September 2022 and the Integritie
sale completed on 1 November 2022, and are therefore the trading
and profit on disposal are presented on one line as discontinued
operations for the prior period in the consolidated statement of
comprehensive income. As part of the sale of Integritie there is a
conditional deferred payment of up to £1.4m based on achieving
certain revenue and growth targets. Based on current and available
information this conditional deferred payment has been fair valued
at £Nil. The above transactions have been treated as disposals from
the dates the sales were completed.
Financial information relating to
the discontinued operation for the Group is set out
below.
Statement of comprehensive income
|
|
Year ended
|
|
Year ended
|
30 April
|
30 April
|
30 April
|
30 April
|
2024
|
2024
|
2023
|
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
Discontinued
operations
|
|
|
|
|
Revenue
|
-
|
|
1,510
|
|
Cost of
sales
|
-
|
|
(539)
|
|
Gross
profit
|
-
|
971
|
|
Admin expenses
|
|
-
|
|
(830)
|
|
Analysed as
|
|
|
|
|
|
Administrative expenses
|
-
|
|
(830)
|
|
|
Depreciation and amortisation
|
-
|
|
-
|
|
|
Share-based payment
|
-
|
|
-
|
|
|
|
-
|
(830)
|
|
Operating profit
|
-
|
141
|
|
Profit on
disposal of operations
|
-
|
2,309
|
|
Finance costs
|
-
|
(9)
|
|
Profit
before income
tax
|
-
|
2,441
|
|
Income tax
|
-
|
27
|
|
|
|
|
|
|
|
|
|
Profit on disposal of operations
|
Year ended
30 April
30 April
2024
2024
£'000
£'000
|
Year ended
30 April
30 April
2023
2023
£'000
£'000
|
Cash
proceeds
Selling
fees paid out of consideration
|
-
-
|
1,700
(188)
|
Net cash consideration
|
-
|
1,512
|
Net
assets disposed
of
|
|
|
Intangible fixed assets
|
-
|
62
|
Tangible assets
|
-
|
20
|
Debtors
|
-
|
342
|
Creditors
|
-
|
(1,449)
|
|
-
|
(1,025)
|
Post-completion costs
|
-
|
(228)
|
Profit
on
disposal before
tax
|
-
|
2,309
|
The cash flows from the
discontinued operations were as follows:
|
2024
£'000
|
2023
£'000
|
Net cash
used in operating activities
|
-
|
(716)
|
Net cash
generated from investing activities
|
-
|
1,512
|
Net cash
generated from financing activities
|
-
|
96
|
6. Post balance sheet
events
On 28 October 2024, the Group
successfully completed an equity fundraising round, raising £1.89m
via a placing of shares and £1.2m from an issue of convertible loan
notes, resulting in the Company issuing new shares and the
conversion of existing convertible loan notes. Further, there is an
intention from James Appleby, Non-Executive Chairman, to subscribe
for £0.26m post release of the Group's annual report.