TIDMSJH
RNS Number : 5893G
St James House PLC
27 July 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION 11 OF THE MARKET ABUSE (AMMENT) (EU EXIT) REGULATIONS
2019/310.
27 July 2021
ST. JAMES HOUSE PLC
("SJH", the "Group" or the "Company")
Final Results and Audited Annual Report and Accounts for the
Year to 31 January 2021
The Board of Directors of SJH is pleased to announce the
publication of the audited annual report and accounts for the year
to 31 January 2021 (the "Annual Report").
The Annual Report will be published on the Company's website in
compliance with its articles of association and the electronic
communications provisions of the Companies Act 2006. A copy of the
Annual Report can also be accessed through the link below.
Annual Report
http://www.rns-pdf.londonstockexchange.com/rns/5893G_1-2021-7-27.pdf
Key extracts from the Annual Report can also be viewed
below.
Richard Shearer, the Group CEO commented,
"As we issue our Annual Report to 31 January 2021, the Company
is now pressing firmly ahead with our transformation program to
focus on our core business of providing a range of products and
value-added services across key currencies with broad geographic
reach.
There will be a number of new announcements coming through the
summer that will outline further steps in the transformation of the
business. Our growth will be organic and inorganic, supported by
great talent we are putting in place in the right roles after right
sizing the business to build an efficient foundation. The
investment that Tintra has made to date underpins that base,
supported by a robust corporate governance framework that makes
sure we are operating using best practice in each vertical. These
activities are to form a central component that have and will form
an imperative part of the business going forward as we look to
scale over the coming months and years.
I look forward to continuing at the same pace with the same
urgency to ultimately begin to deliver value to shareholders with a
defined vision, an executable strategy and the changed management
tactics to fulfil unlocked potential."
For further information, contact:
St. James House PLC
Richard Shearer, CEO
Website www.sjhplc.com 020 3655 5000
Allenby Capital Limited
(Nomad, Financial Adviser & Broker)
John Depasquale / Nick Harriss / Vivek
Bhardwaj 020 3328 5656
Highlights:
-- Group revenues increased by 11.6% and by 6% overall
(including discontinued operations) over the last two years
-- Gross Profit reduced by 24.8% overall (including discontinued
operations), mainly due to an increased cost of sales connected
with the implementation of Currency Cloud, a new payment platform
for St Daniel House payment processing division
-- Improved systems resilience delivered by the implementation
of Currency Cloud, a leading provider of multi-currency payment
infrastructure
-- The Group focuses increasingly on higher margin business and
continues to move away from legacy activities
-- Steady contribution from Prize Provision Services' revenues
from administration of lotteries
-- Raised additional funding for working capital of GBP415,000
through convertible loan notes and GBP50,000 through a Coronavirus
Bounce Back Loan from the Group's core banking provider
Chairman's Statement
My statement this year focusses on three key themes: the Group's
achievements and performance in the financial year to 31 January
2021; how the Group has successfully dealt with the challenges
posed by the Covid-19 pandemic and the Group's current trading
position and outlook for the future.
The Group has four distinct business divisions, the majority of
revenue generated by SDH.
The Group performed better in the Financial Year 2021 than in
2020:
-- Group revenues increased by 11.6% and margins reduced by
24.8% across all combined divisions, including discontinued
operations
-- SDH increasingly focuses on higher margin business and has
moved away from legacy activities
-- Changes in our technology platform providers to improve the
level of services and operating costs
-- The divestment of the non-core business, Market Access Ops Limited
-- We raised additional funding for working capital of
GBP465,000 for the current year under review and a further
GBP750,000 since the start of the current year
-- The Group continues to increase its resilience through investment in technology
Covid-19 response
The global pandemic caused global volatility and uncertainty.
People's travel and work patterns changed overnight and it remains
to be seen to what extent they will revert in due course. The
Group's technology and systems meant that we were very quickly able
to facilitate our staff to work from home and carry out their roles
very much as normal; certain staff were furloughed in whole or in
part and we were able to reduce the need for redundancies.
Consumer-related travel ceased immediately, which influenced the
demand for currency cards. Richard Shearer our new Chief Executive
Officer ("CEO") explains this further in his report.
Management of costs was key, given the uncertainty; while
revenues have increased at a respectable rate, margins have also
decreased.
Current Trading, Outlook and Transformation
The board of directors ("the Board") is pleased at the end of
year results for 2021, which remained a year of transition. Since
then, the Group has embarked on exciting and promising developments
as part of a wholesale transformation program and the Board is
optimistic about the Group's future as follows:
In March 2021, we announced a strategic financing and commercial
agreement with Tintra Acquisitions Limited ("TA" or "Tintra"). This
substantial investment by Tintra has progressed well with the aim
that the Group will benefit from identified gaps in markets in
which the Group operates today or wishes to expand into going
forward. Since then, a significant amount of funding as working
capital has been injected into the business, we have appointed new
key directors to the Board, including a new Chief Executive Officer
as below, we have written a strategic business plan for the Group
which identifies the core divisions which we are now working to
grow at pace, and the non-core divisions which we divest or cease
to operate, we have completed a skills and people assessment to
ensure we have the right people in the right roles with appropriate
contracts of employment, and we have identified significant cost
saving opportunities which are being deployed. We have a clear
vision of the markets we wish to serve and the business model that
has been developed to address those markets.
Appointment of Chief Executive Officer
On 2 July 2021, the Board was pleased to announce the
appointment of Richard Shearer as the Group's Chief Executive
Officer and as an Executive Director of the Company ("CEO").
Richard is the founder of Tintra Holdings Ltd ("TH"), an
organisation whose primary activities are as a hybrid Family Office
and investment management firm based in Dubai with subsidiaries in
a number of jurisdictions which focuses on providing solutions to
emerging market clients.
Richard's role as the Group's CEO will be a full-time commitment
and he has been putting in place succession arrangements for his
executive activities at TH over the last quarter, where he will
remain as Chairman.
Graeme Paton, the Group's previous CEO, remains as an Executive
Director, with a specific focus on developing the Group's
activities in merchant acquisition, as well as assisting in the
orderly handover of some of his existing responsibilities to Mr
Shearer.
I welcome Richard Shearer to the Board. I also extend a welcome
to John Cripps who joined the Board as a Non-Executive Director on
20 April 2021 and congratulate Dan Pym on his appointment during
the year as Finance Director. In particular, I thank Graeme Paton
for the considerable contribution he made to the Group during his
tenure as Chief Executive Officer. I am pleased that he will remain
on the Board as Executive Director, and I am looking forward to
working with Richard, John, Graeme and the entire Board and
Management team over the forthcoming years.
Further important commitments have been made by subsidiaries of
Tintra Holdings Ltd ("Tintra"), which are transformational for the
Group and are described in the Chief Executive Officer's Report
below.
The Directors and I would like to express our thanks to the
executive and management team and all the staff who have worked
tirelessly to position the Group well during this year of Covid-19
challenges.
Finally, I commend and thank Jacques Leuba for his contribution
to the Group while he served on the Board and wish him well in his
future ventures.
Chief Executive Officer's Report
Graeme Paton - CEO until 2 July 2021
I am pleased to report that strong progress has been made in the
financial year to 31 January 2021 from a low base the previous
year. During that year a number of measures were implemented to
support the Company's balance sheet.
Our ambitious upgrades with regards to our technical
infrastructure have all been met ensuring SDH has kept pace during
a year of unprecedented evolution within the payments industry. SDH
now have a suite of acquiring and payment products capable of scale
as we embark on a period of growth within both traditional and
emerging markets.
Despite the challenges that arose due to the Covid-19 pandemic,
our business quickly mobilised towards remote working and our
diverse range of products protected us from overexposure to any
single revenue streams. We used the UK Government support scheme
where it was right to do so and that helped us to maintain our
revenues in a steady state due to the hard work of our teams. I
would like to thank them for their extraordinary efforts in what
has been a difficult year for many. Further detail on Covid-19 is
set out in the Risk Report below.
Since the end of the reporting period we have welcomed Tintra's
investment in the Group and our embarkation on a journey that sets
out to fully transform the Group's strategy and activities, its
operational model and its future results. These changes are well
under way and I'm very happy to be handing the responsibility of
CEO over to Richard Shearer, I wish him well and continue to offer
him my support.
Richard Shearer - CEO from 2 July 2021
Having recently been appointed as CEO, my commentary on the year
to 31 January 2021 is as an observer only. However, understanding
the Company's past is imperative to determining the best steps to
get it to where it needs to be. As such my team and I have
undertaken over the last 3-4 months a very deep structural analysis
that has led to a 90 Day Change Management program that completed
this month. As a result and as announced on 13 July 2021, this
resulted in the disposal of the loss-making legal business (SFH)
and cost savings through rationalisation of staffing overhead and
further savings through internal efficiencies that will become
evident over the second half of 2021.
The Group's new strategy has been announced to the market and we
are committed to driving this new core-focused business forward to
build a fintech company that stands up against the best in the
marketplace.
My responsibility is to implement the Group's new medium- and
long-term strategy that is defined, focused, deliverable and
scalable based around a client-centric, cost-efficient model that
operates with urgency of execution to set ourselves apart in a
competitive marketplace. The key elements of that are:
Strategic Business Plan - this has been developed and approved
by Board and will be outlined to shareholders ahead of the
Company's annual general meeting on 30 July 2021 . it encompasses
each of the elements detailed below. The core business proposition
focuses on financial services and has considered our proposition in
the context of: market and product, competitive landscape,
relationships with high profile and high net worth individuals
across Europe, Africa and Asia, our current regulatory licenses and
the opportunity to extend these further; the opportunity for
strategic acquisitions, and a strategy for both organic and
inorganic business growth.
Appointment of Key Directors - as we execute on our plans for
the Group, it is imperative that we have the right expertise in
every role at all levels and as such, we have made key hires in our
senior leadership team and at Board as Roger has explained
above.
Investment of Funding as Working Capital - in order to meet the
growth plans and vision that we have set out, we need to have
sufficient working capital. Additional working capital (through a
loan facility) has been provided, GBP250,000 in March 2021 and a
further GBP500,000 on 21 July 2021 during the current financial
year; the Board believes its working capital levels for the current
financial year are now adequate, as it turns its focus to
progressing the strategic business plan for the Group.
Divestment of Non-Core assets - having identified which of the
Group's activities will be core in our go-forward business plan, we
have started the process of divestment or cessation of non-core
activities to allow us to focus our entire attention on our
strategic activities and divisions. On 13 July 2021, the Board
announced that it had entered into an agreement for the disposal of
the Company's legal services subsidiary, St. Frances House Ltd.
("SFH") for a total cash consideration of GBP85,000. The
transaction completed on 21 July 2021; it will have a positive
impact on the Group's cashflow during the current financial year,
with ongoing cost savings estimated at GBP163,000 per annum.
Cost Savings - A comprehensive review of the Group took place,
and a business plan has been prepared; this has included a full
review of roles and responsibilities of employees and consultants
which has been carried out across the Group and has resulted in a
restructure to align salary costs with the volume of business and
needs of the Group. This leads to a reduction in our annual
remuneration costs of circa GBP250,000 (equal to around one-third
of the total remuneration costs of the reviewed roles).
Historically the business recruited consultants to execute key
roles, however, going forward all personnel will be salaried and
supported by independent non-executive directors further in line
with the revised strategy of the Group and in line with best
practice.
The combined cost reductions total around GBP415,000 will "right
size" the business for its current operation and will allow the
business to operate more efficiently as the business prepares for
future growth. The Board intends to provide further details of its
growth strategy ahead of the Company's annual general meeting to be
held on 30 July 2021.
Rebranding - the identity of our Group needs to have
international meaning in our strategic business plan, so it has the
opportunity to become internationally significant and recognisable.
For that purpose we intend, with shareholders' approval, to rebrand
the Group to Tintra PLC. This will allow the recognition of the
brand in the countries in which Tintra has long standing
relationship and brand affinity.
Right People in the Right Roles - we have completed a skills
assessment and needs analysis to identify the best opportunity for
and value from the talent we have amongst our existing staff, to
create a high-performance culture in the group with objectives and
responsibilities clearly set out. This analysis has identified some
gaps which we are in the process of recruiting currently. By
September 2021 the Group expects to strengthen the management team
of its payment services division, and is seeking to appoint a
Business Development Director, Head of Operations and an Internal
Operations Manager all in line with the growth strategy detailed in
the business plan.
Strong Corporate Governance - to support the enhanced Board and
senior management team, we have and will continue to appoint well
respected firms as our corporate advisors. In July 2021, DLA Piper,
a multinational law firm with offices in more than 40 countries and
Bruce Wallace Associates Ltd, a respected firm of chartered
secretaries, were engaged by the Group to provide Legal and
Advisory, and Corporate Governance and Risk Management services
respectively. Further appointments will be made as we progress our
strategic business plan.
There are a number of further announcements that will be made
during the summer that relate to the matters set out above and
others that are to be announced in due course. I look forward to
continuing at the same pace with the same urgency to deliver value
to shareholders with a clear vision, an executable strategy and the
changed management tactics to grow the business.
Finance Director's Report
Comments on Key Trading
To provide context to these Financial Statements, I am pleased
to set out major developments within the Group in the year to 31
January 2021. I also provide a summary of Post Balance Sheet events
since that date, all of which have been announced previously
through regulatory news service announcements, details of which can
be found on our website .
The Group reacted quickly to the Covid-19 program and, due to
the nature of its revenue streams, did not see a significant change
in its revenue. We continued to manage our costs downwards and we
were able to continue to develop our systems architecture during
this period to assist in our future growth.
Performance of divisions of the Group is as follows:
St. Daniel House Limited
SDH (including the business streams previously reported in other
group companies)has continued to improve both its services and
performance, through 2020 and into 2021 having launched new FX and
Multi-Currency accounts. It successfully migrated its card
management programs to a new provider and has delivered further
improvements to its payment card processing services. Income from
payments activities during the year to 31 January 2021 was
GBP354,000 (2020: GBP298,000), with the increase in revenue driven
by new account openings and FX.
Prize Provision Services Limited
During the Covid-19 lockdowns, entries into the lotteries
administered by PPS remained steady despite clients' face-to-face
promotion of their lotteries being constrained. Lotteries remain
one of the most reliable and robust forms of fundraising, which
supports PPS' focus on client and player acquisition over the
coming year. In summary PPS's revenues rose from GBP691,000 to
GBP701,000 and a loss of GBP46,000 for the year ended 31 Jan 2021
(2020: Loss of GBP43,000).
St Frances House
The exploration of the opportunity to create complementary
revenue streams through legal claims activity led to the formation
of a new division, St. Frances House. SFH was created as an
entirely new entity to avoid any encumbrance or liability of the
entity which was to service the legal case assets which SFH went on
to acquire. SFH entered into its own lease agreements in Liverpool
and staff who had previously worked by SFH's servicer entered into
new employment contracts with SFH. Development of this legal claims
business commenced in July 2020 with investment in new cases on a
monthly basis. See the Post Balance Sheet note below.
Post balance sheet events
Funding and restructuring of shares
On 30 June 2020 the company announced that it had entered into
an agreement with a number of individuals including existing
shareholders to enter into an unsecured convertible loan note issue
for a total amount of GBP415,000 and GBP50,000 as a Coronavirus
Bounce Back Loan to improve the working capital position of the
Group.
This was necessary in order to replace the proposed investment
from Auxilum Investere SJ Ltd, a UK company controlled by Michael
and Linda Peters, which by May 2020 had become clear was unlikely
to be delivered as set out in the Group's Report and Accounts for
the year to 31 January 2020.
Lottery Services
Entries into the lotteries administered by Prize Provision
Services Ltd remain steady as the country prepares for Covid-19
restrictions to be eased. Easing of restrictions is regarded as
positive as clients will be able to promote their lotteries with
face-to-face interaction.
Payment Services
For the period 25 February 2021 to 22 March 2021 growth
continued in the payments division, with GBP: USD FX pair
transactions growing an additional 14% in volume compared to the
period 27 January to 25 February 2021. The Group saw further
improvements in transaction activity in both Euro and GBP,
increasing 168% and 82% respectively, driven by continuing up take
of services rolled out to existing customers.
Customers using Prepaid Cards following the relaunch has been
consistent with previous usage, with the revamped prepaid services
being integrated to the Banking as a Service ("BaaS") offering that
is now ready for launch. The planned marketing campaigns expect
growth in customer acquisitions on Cards and Accounts through
2021.
The merchant services group completed work with the two
international payment service providers, previously announced,
developing and integrating the appropriate suite of services to
meet their needs.
Restructuring of Payment Division
During 2020, the Group's card issuing, and e-wallet activities
remained within its Market Access Ltd subsidiary ("MA"). However,
the institution used by MA to issue cards and the associated
e-wallet services has withdrawn from the European market. On 23
March 2021, the Board announced it had concluded that it would be
beneficial to integrate the pre-paid card issuing and e-wallet
offered by its new service provider with SDH's merchant and
multicurrency account services in order to service our European and
international client base. MA has no ongoing trading
activities.
The Board agreed to sell MA to MDC Nominees Limited ("MDC") for
GBP1.00 (the "Disposal"). MDC has previously acquired other
subsidiaries involved in payments from SJH and has an existing
commercial and creditor arrangement with SJH, as announced 12 July
2018 and updated on 6 February 2020 (the "MA Announcements"). MA
will form part of that existing contractual arrangement and MDC,
which is expected to utilise the legacy platform for its
"non-conforming" customers, as set out in the MA Announcements.
Tintra Acquisitions Limited
On 25 March 2021, the Board announced that it had entered into a
strategic financing and commercial investment agreement with Tintra
Acquisitions Limited, a special purpose vehicle formed for this
purpose, which included options to acquire a significant
shareholding in the Company.
Financing
TA agreed to provide a convertible loan facility to SJH (the
"Loan Facility") on an unsecured basis over a two-year term.
GBP250,000 was invested in March 2021 and a further GBP500,000 on
21 July 2021 totalling GBP750,000 to the date of the issue of this
report. In consideration for entering into the Agreement, Tintra
were issued two options to acquire Ordinary Shares. Full of this
agreement are set out in note 23 of the financial statement.
Commercial Agreement
Tintra and SJH have identified strategies that will allow for a
range of 'FinTech' services to be delivered through the systems and
infrastructure that SJH has developed in recent years, to grow
those systems in line with identified gaps in the market and to
produce a sales and marketing system that will deliver the current
offering of SJH products to existing and new markets in more
effective ways. The transaction will also provide to SJH broader
management services, focused on marketing, business development,
market intelligence and strategy. (Together, the "Management
Services".)
Under the Agreement, Tintra shall licence to the Group the use
of the Tintra Brand for a period of ten years (the "Licence"),
which SJH shall have the right to renew in perpetuity at a cost of
GBP1.00 per annum if Tintra retain a holding of Ordinary Shares
greater than 5%, or at normal commercial terms if the shareholding
is below this level.
Tintra will have the right to appoint two members to the Board
(or other senior positions) for as long as Tintra holds at least 5
per cent of the issued Ordinary Shares of the Company, subject to
the normal requirements for an AIM-quoted company (the
"Appointees"). These appointments have been made as discussed
earlier in this report.
The remuneration of the Appointees paid by SJH shall be set at a
nominal GBP1.00 each per annum, and it is agreed that otherwise the
services of the Appointees shall be included in the Management
Services and the Appointees shall also hold a contractual
relationship with Tintra. Tintra shall provide the Management
Services for an initial period of two years in return for the
consideration set out below, with no further consideration payable
during this initial period, and that following the expiry of which
it is anticipated that they will continue to provide Management
Services on commercial terms reflective of the financial position
of the Group at the time.
As part of the agreement, Tintra intends to maintain its holding
of issued Ordinary Shares at below 30%. Further details of the
agreement are set out in note 23 of the Financial Statements.
Divestment of the St Frances House legal services division
As of 24th March 2021, St Frances House Ltd had invested in 263
active cases, a further 27 cases had reached settlement in the
period from 25 February 2021 to 22 March 2021, and 22 new cases had
been added. The restrained caseload meant that the business was
losing an average of GBP12,500 per month; the business would need a
substantial investment to reach critical mass and, coupled with the
Group's go-forward focus on core activities, that the Board
resolved on 13 July 2021 to divest SFH to its management. The staff
that were related to SFH have moved with the divested entity which
represents a cost saving of more than GBP100,000 per year to the
Group.
Independent Auditor's Report to the Members of St James House
plc (Partial Extract)
1. Our opinion is unmodified
For the purpose of this report, the terms "we" and "our" denote
MHA MacIntyre Hudson in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of St James House plc. For the purposes of the table on
page 35 of the financial statement that sets out the key audit
matters and how our audit addressed the key audit matters, the
terms "we" and "our" refer to MHA MacIntyre Hudson and/or our
component teams. The Group financial statements, as defined below,
consolidate the accounts of St James House PLC and its subsidiaries
(the "Group"). The "Parent Company" is defined as St James House
plc. The relevant legislation governing the Parent Company is the
United Kingdom Companies Act 2006 ("Companies Act 2006").
We have audited the financial statement of St James House PLC
which comprise;
-- Consolidated Statement of Profit and Loss andComprehensive
income for the year ended 31 January 2021.
-- Consolidated Balance sheet at 31 January 2021.
-- Consolidated Statement of Changes in Equity for the year ended 31 January 2021.
-- Consolidated Statement of Cashflows for the year ended 31 January 2021.
-- Notes 1 to 28 of the Group financial statements, including accounting policies
-- Company Statement of Financial position at 31 January 2021.
-- Company Statement of Changes in Equity for the year ended 31 January 2021.
-- Company Notes 1 to 13 of the Group financial statements, including accounting policies.
The financial reporting framework that has been applied in the
preparation of the group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) in conformity
with the requirements of the Companies Act 2006. The financial
reporting framework that has been applied in the preparation of the
parent company financial statements is applicable law and United
Kingdom Accounting Standards, including FRS 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland
(United Kingdom Generally Accepted Accounting Practice).
In our opinion:
-- the financial statements give a true and fair view of the
state of the Group's affairs as at 31 January 2021 and of the
Group's profit for the year then ended;
-- the Group financial statements have been properly prepared in
accordance with International Financial Reporting Standards in
conformity with the requirements of the Companies Act 2006;
-- the Parent Company financial statements have been properly
prepared in accordance with UK accounting standards, including FRS
102 The Financial Reporting Standard applicable in the UK and
Republic of Ireland; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
2. Material uncertainty related to going concern
We draw attention to note 1.4 to the financial statements which
describes the Directors' opinion ofthe Group's ability to continue
as a going concern. This depends on the improvement in revenue,
profit and cash inflows. The Group's restructuring work remains in
progress and, as such, these events and conditions represent a
material uncertainty on the Group's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
The Directors have undertaken a significant restructuring of the
Payment Processing business during the year to 31 January 2021 as a
critical part of the Group's strategy. As a result of the
challenges faced by the business in recent periods, and as a result
of this restructuring started in the prior year, the Group remained
in the relatively early phases of its revised longer-term strategy
and has generated further losses in the year ended 31 January 2021
and subsequently.
The Directors have prepared cash flow projections for the period
to 31 July 2022, which indicate that the Group will generate
revenues, profit and cash inflows in that period. In particular,
the projections demonstrate that the Group will be able to address
current cash flow shortfalls, and that it will be able to meet its
liabilities as they fall due for the foreseeable future.
The financial statements explain how the Directors have formed a
judgement that it is appropriate to prepare the accounts of the
Group on a going concern basis.
As this assessment involves a consideration of future events
there is a risk that the judgement is inappropriate.
Furthermore, clear and full disclosure of the facts and the
directors' rationale for the use of the going concern basis of
preparation, including that there is a related material
uncertainty, is a key financial statement disclosure. Auditing
standards require such matters to be reported as a key audit
matter.
In auditing the financial statements, we have concluded that the
director's use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate. Our evaluation of the directors' assessment of the
entity's ability to continue to adopt the going concern basis of
accounting included. In order to evaluate management's assessment
and key observations the following procedures were carried out;
-- Personnel interviews : inquiring of senior management and
challenging the assumptions used in the Directors' forecast models,
in particular those relating to forecast revenue, and corroborating
these against available evidence by inspecting agreements signed
with new and existing customers;
-- Sensitivity analysis : we assessed reasonably possible
downside scenarios that would result in the cash flow falling below
operating expense requirements and considered whether they could be
considered to be reasonably possible; and
-- Assessing transparency : Assessing the going concern
disclosure for clarity, including that there is disclosure of a
material uncertainty.
Consolidated Statement of Profit and Loss and Other
Comprehensive Income
for year ended 31 January 2021
2021 2020
GBP000 GBP000
======= ==================
Continuing operations
======= ==================
Revenue 1,104 873
======= ==================
Cost of sales (859) (547)
======= ==================
Gross profit 245 326
======= ==================
Administrative expenses
======= ==================
Other (1,771) (2,153)
======= ==================
Impairment of intangible assets - (784)
======= ==================
Impairment of financial assets (474) (1,059)
======= ==================
Total administrative expenses (2,245) (3,996)
======= ==================
Operating loss (2,000) (3,670)
======= ==================
Finance expenses (26) (4)
======= ==================
Loss before tax (2,026) (3,674)
======= ==================
Loss for the year from continuing
operations (2,026) (3,674)
======= ==================
Discontinuing operations
======= ==================
Loss from discontinued operations,
net of tax 2,010 (592)
======= ==================
______ ______
======= ==================
Loss for the year (16) (4,266)
======= ==================
Other comprehensive income/(loss)
======= ==================
Items that will not be reclassified
to profit or loss:
======= ==================
Revaluation of equity investment
- Soccerdome - (213)
======= ==================
Other comprehensive loss for the
year, net of income tax - (213)
======= ==================
Total comprehensive loss for the
year (16) (4,479)
======= ==================
Loss per share
Basic loss per ordinary share
(pence per share) (0.43) (138)
====== =====
Diluted loss per ordinary share
(pence per share) (0.43) (138)
====== =====
Loss per share from continuing
operations
====== =====
Basic loss per ordinary share
(pence per share) (54) (119)
====== =====
Diluted loss per ordinary share
(pence per share) (54) (119)
====== =====
Earnings per share from discontinued
operations
====== =====
Basic earnings per ordinary share
(pence per share) 54 (19)
====== =====
Diluted earnings per ordinary
share (pence per share) 54 (19)
====== =====
All of the loss for the period is attributable to equity holders
of the Group.
Consolidated Balance Sheet
At 31 January 2021
2021 2020
GBP000 GBP000
======= =======
Non-current assets
======= =======
Property, plant and equipment 34 8
======= =======
Goodwill 158 158
======= =======
Other intangible assets 15 23
======= =======
Investments in equity instruments - -
======= =======
Investments in debt instruments 1,247 1,124
======= =======
Total non-current assets 1,454 1,313
======= =======
Current assets
======= =======
Trade and other receivables 497 1,160
======= =======
Cash and cash equivalents 932 336
======= =======
Total current assets 1,429 1,496
======= =======
Total assets 2,883 2,809
======= =======
Current liabilities
======= =======
Trade and other payables 3,696 4,411
======= =======
Bank and other borrowings 7 6
======= =======
Total current liabilities 3,703 4,417
======= =======
Non-current liabilities
======= =======
Trade and other payables 310 310
======= =======
Bank and other borrowings 383 -
------- -------
Total liabilities 4,396 4,727
======= =======
Net liabilities (1,513) (1,918)
======= =======
Equity attributable to equity
holders of the Group
======= =======
Share capital 3,127 3,116
======= =======
Share premium 3,277 3,020
======= =======
Other reserves 100 -
Retained earnings (8,017) (8,054)
Total equity attributable to
equity holders of the Group (1,513) (1,918)
======= =======
Consolidated Cash Flow Statement
for year ended 31 January 2021
2021 2020
as restated
Cash flows from operating activities GBP000 GBP000
======= ============
Profit/(Loss) before tax
======= ============
Continuing operations 134 (3,674)
======= ============
Discontinued operations (150) (592)
======= ============
37 (4,266)
========================================== ======= ============
Adjustments for:
======= ============
Depreciation and amortisation 13 347
======= ============
Impairments of intangibles - 784
======= ============
Impairment of goodwill - 751
======= ============
Impairment of trade and other receivables 474 308
======= ============
Financial expenses 26 4
======= ============
Fair value adjustments (147) (121)
======= ============
(Gain)/Loss on disposal of fixed
assets (5) 10
======= ============
(Gain) on disposals of subsidiaries (2,160) -
======= ============
IFRIC 19 charge 53 -
======= ============
Movement in working capital:
======= ============
Decrease/(Increase) in trade and
other receivables 189 (210)
======= ============
(Decrease)/Increase in trade and
other payables 1,881 2,355
======= ============
Cash generated by operations 308 (38)
======= ============
Interest paid - (4)
======= ============
Net cash from operating activities 308 (42)
======= ============
Cash flows from investing activities:
======= ============
Acquisition of property, plant and
equipment (1) (1)
======= ============
Acquisition of intangible assets - (37)
======= ============
Net cash on acquisitions - 45
======= ============
Cash in repayment of debt instrument 25 -
======= ============
Net cash used in investing activities 24 7
======= ============
Cash flows from financing activities:
======= ============
Lease payments (7)
======= ============
Net cash from loan notes 221 -
======= ============
Net cash from bank loans 50 -
======= ============
Net cash used in financing activities 264 -
======= ============
Net (decrease)/increase in cash
and cash equivalents 596 (35)
======= ============
Cash and cash equivalents at start
of period 336 371
======= ============
Cash and cash equivalents at end
of period 932 336
======= ============
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END
FR FIFSDDRIDFIL
(END) Dow Jones Newswires
July 27, 2021 04:00 ET (08:00 GMT)
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