REG - Cloudified Holdings - Interim results
30/04/2024 07:00
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RNS Number : 4685M Cloudified Holdings Limited 30 April 2024
30 April 2024
Cloudified Holdings Limited
("Cloudified" or "the Company")
Interim results
Cloudified Holdings Limited ("Cloudified" or "CHL" or "the Group" or "the
Company"), an AIM quoted cash shell, announces its unaudited interim results
for the six months ended 30 September 2023 (the "Period").
Highlights post Period
· Disposal of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited
and transition to a cash shell under AIM Rule 15 completed on 12 December 2023
· All monies received from the disposal, all debt paid down with restructuring
and reduction of central costs completed in December 2023
· The Directors are actively pursuing the acquisition of another company or
business, in exchange for the issue of ordinary shares in a single
transaction, as a "reverse takeover" or "RTO", which will only be able to
proceed with Cloudified shareholder approval
· Cash of £530,000 as at 31 March 2024
· Mike Read (former CEO and director) retired on 31 March 2024
Review of the six-month period to 30 September 2023
· Main activity was the disposal of the cyber security division
· Loss from discontinued items of £0.59m (2022: £0.95m)
· Loss from continuing operations of £0.55m (2022: £0.54m). This loss
represented costs which were not reflected in the cyber entities disposed of
in December 2023
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Enquiries:
Cloudifed Holdings Limited Via IFC
Alex Hambro (Director)
Ian Selby (Director)
WH Ireland + 44 (0) 207 220 1666
Mike Coe/ Sarah Mather (Nomad)
John Cummins (Corporate Broking)
IFC Advisory Ltd +44 (0) 203 934 6630
Financial PR & IR
Graham Herring / Zach Cohen
The Directors present the interim results for the six months ended 30
September 2023
Business Review
Historically, the Group functioned as a provider of cyber security services to
the SME market via its former subsidiary Falanx Cyber Defence Limited. On 12
December 2023, the Group finalised the sale of its cyber security assets,
transitioning to a cash shell in accordance with AIM Rule 15 on the same day.
As explained in the annual report for the year ended 31 March 2023, the former
cyber security business had previously made several strategic investments
aimed at promoting growth. Despite these efforts, there was no significant
growth in Monthly Recurring Revenue (MRR) due to shifts in customer buying
patterns to direct purchases from Managed Service Providers ("MSP"), and the
emergence of the MSP driven Microsoft Sentinel cyber security monitoring
platform. Compounded by a decelerating economy and various external factors,
the prospects of the former business operating as a self-sustaining business
which could generate the necessary cash flows were diminished. Consequently,
faced with the necessity to refinance debt amidst challenging equity (and
debt) markets especially for small companies, the Board decided to initiate a
formal sale process.
The prime focus of the Company in the Period was therefore running the sale
process of the cyber assets to maximise disposal value against a difficult
market backdrop. Dedicated external advisors were appointed and a
comprehensive process was undertaken. This sale was announced on 9 November
2023 and successfully concluded on 12 December 2023. As a result, all trading
activities within the Group ceased, transitioning the Company into a cash
shell.
The Directors are actively pursuing the acquisition of another company or
business, in exchange for the issue of ordinary shares in a single transaction
via an RTO. Such a transaction will only proceed with the approval of
shareholders. In deliberating the Company's future direction, the Directors
are committed to identifying opportunities that hold the potential for value
creation and returns to shareholders over the medium to long term, whether in
the form of capital appreciation or dividends. There can be no certainty that
a suitable RTO opportunity will lead to a transaction. If the Board do not
identify a suitable business to acquire via an RTO, funds will be returned to
Shareholders via a member's voluntary liquidation. The Board aims to minimise
the cash costs of the shell and regularly assesses the prospects of a
successful RTO against wider economic and market conditions.
Principal Risks and Uncertainties
On 12 December 2023 the Company became an AIM Rule 15 cash shell and as such
will be required to make an acquisition or acquisitions which constitutes a
reverse takeover under AIM Rule 14 (including seeking re-admission as an
investing company (as defined under the AIM Rules)) on or before 13 June 2024,
or be re-admitted to trading on AIM as an investing company under AIM Rule 8
(which requires the raising of at least £6 million in cash via an equity
fundraising on, or immediately before, re-admission). Failure to meet this
deadline will result in the Company's ordinary shares being suspended from
trading on AIM pursuant to AIM Rule 40. Admission to trading on AIM would then
be cancelled six months from the date of this suspension should the reason for
the suspension not have been rectified pursuant to AIM Rule 41.
The Group's results for the six months ended 30 September 2023 are set out in
the consolidated statement of comprehensive income.
Financial Review
Income Statement
In the six months to 30 September 2023, continuing operations solely comprised
of costs held in the Company. Some of these were for support services (IT,
finance, HR & legal) across the wider Group, disposal transaction costs,
as well as the usual board and listing related costs. On completion of the
disposal on 12 December 2023 and transitioning to a cash shell, the business
was restructured and costs were greatly reduced.
Discontinued operations (loss £0.55m, 2022: £0.95m) represented the trading
of cyber security division. In 2023 the Cyber Division's revenues had grown by
c.3% but this was much less than planned as referenced previously. This loss
included all amortisation and interest costs in the Group, with the latter
relating to borrowings held by the former subsidiary. On completion of the
disposal these borrowing costs were wholly eliminated.
Statement of Financial Position
Assets (and liabilities) held for sale arising from discontinued activities
represented items transferred on completion of the disposal. The intangible
assets arose from goodwill, acquired customer bases and R&D assets and
were wholly related to the cyber security division. The Reading premises,
which were used by the discontinued operations but were leased by the Company,
were assigned to the buyers on completion. Consequently, the premises related
right of use asset (and associated liabilities), as well as office
infrastructure, have all been included within items held for sale, and were
transferred from the Group on completion of the disposal on 12 December
2023. Similarly, all trade debtors, R&D tax credit assets, deferred
incomes, prepayments, creditors, accruals, and borrowings, which related to
the cyber security division were transferred on completion of the sale and
therefore also were transferred from the Group on the same day.
Remaining assets & liabilities related to cash balances, routine
prepayments and trade creditors and accruals.
Overall shareholders' funds decreased to £0.66m (2022: £2.87m) due to losses
from continuing and discontinued operations.
Cash Flow Statement
Cost reductions in discontinued activities reduced losses and therefore cash
outflows were reduced to £0.61m (2022: outflow £1.53m). Additionally, the
Group repaid its borrowings as scheduled and incurred fees related to the
disposal process. Consequently closing cash balances were reduced to £0.35m
(2022: £1.95m).
Events After Reporting Date
On 9 November 2023, the Company announced the sale of its cyber security
division. The purchaser, Thetis Bidco Limited, the owner of Wavenet Ltd, an
MSP supported by MacQuarrie, acquired the division for an enterprise value of
£4.2m, subject to customary adjustments for debt, intercompany balances, and
working capital normalisation. Shareholder approval for the sale was obtained
at the general meeting convened on 27 November 2023, with the transaction
being finalised on 12 December 2023.
Movements in cash since the completion of the disposal on 12 December 2023
to the 31 March 2024 are set out below.
£'000
Enterprise Value (payable in cash) 4,200
Adjustments for borrowings, debt and working capital (2,402)
Transaction Costs (563)
Restructuring Costs (705)
Cash at 31 March 2024 530
Following the completion of the sale, the Company swiftly adjusted its
operational structure to align with its new status as a cash shell, resulting
in significant reductions in Group expenses and the implementation of
redundancies for executives and other personnel in accordance with their
contractual terms. As of 31 March 2024, the Company's cash balances were
approximately £530,000. The Group is debt free, and the expected ongoing cost
base is around £25,000 per month
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS PERIOD ENDED 30 SEPTEMBER 2023
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue - - -
Cost of sales - - -
Gross profit - - -
Administrative expenses (558,818) (540,450) (1,195,191)
Operating loss (558,818) (540,450) (1,195,191)
Finance income 4,765 741 5,607
Finance expense (465) - -
Net finance income / (expense) 4,300 741 5,607
Loss before income tax (554,518) (539,709) (1,189,584)
Income tax credit - - -
Loss for the period from continuing operations (554,518) (539,709) (1,189,584)
Loss from discontinued operations, net of tax (592,046) (948,179) (1,360,554)
Loss for the period (1,146,564) (1,487,888) (2,550,138)
Other comprehensive income:
- - -
Total comprehensive loss for the period (1,146,564) (1,487,888) (2,550,138)
Loss per share from continuing operations
Basic & diluted loss per share (11) p (10) p (23) p
Loss per share from discontinued operations
Diluted loss per share (11) p (18) p (26) p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2023
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Assets
Non-current assets
Property, plant & equipment - 105,505 -
Intangible assets - 3,124,010 -
Right of use asset - 141,768 -
- 3,371,283 -
Current assets
Trade and other receivables 119,181 1,215,741 127,799
Cash and cash equivalents 353,080 1,955,488 974,333
472,261 3,171,229 1,102,132
Assets in a disposal group classified as held for sale 3,776,733 - 4,421,446
Total assets 4,248,994 6,542,512 5,523,578
Equity
Capital and reserves attributable to equity holders of the Company
Share premium account 4,035,003 4,043,194 4,035,003
Share based payment reserve 697,900 711,651 697,900
2022 liabilities reserve - 1,000,000 -
Retained earnings (4,076,572) (2,885,364) (2,930,008)
Total equity 656,331 2,869,481 1,802,895
Liabilities
Non-current liabilities
Lease liability - 93,641 -
Borrowings - 1,840,369 -
- 1,934,010 -
Current liabilities
Trade and other payables 389,494 618,771 265,738
Contract liabilities - 529,209 -
Lease liability - 54,833 -
Borrowings - 536,208 -
389,494 1,739,021 265,738
Liabilities directly associated with assets in the disposal group classified 3,203,169 - 3,454,945
as held for sale
Total liabilities 3,592,663 3,673,031 3,720,683
Total equity and liabilities 4,248,994 6,542,512 5,523,578
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share Accumulated Share based 2022
capital losses payment reserve Liabilities reserve Total
£ £ £ £
Balance at 1 April 2022 4,043,194 (1,397,476) 703,151 1,000,000 4,348,869
Loss for the year - (2,550,138) - - (2,550,138)
Transactions with owners:
Capital reconstruction (1,000,000) 1,000,000 -
Proceeds from sale of fractional shares 18 - - - 18
Costs of share consolidation (8,209) - - - (8,209)
Share based payment charge - - 12,355 - 12,355
Forfeited share options reversed through reserves - 17,606 (17,606) - -
Balance at 31 March 2023 4,035,003 (2,930,008) 697,900 - 1,802,895
Loss for the year - (1,146,564) - - (1,146,564)
Transactions with owners:
Issue of share capital - - - - -
Share based payment charge - - - - -
Balance as at 30 September 2024 4,035,003 (4,076,572) 697,900 - 656,331
CONSOLIDATED CASH FLOW STATEMENT FOR THE PERIOD ENDED 30 SEPTEMBER 2023
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
Cash flows from operating activities
Loss before tax from continuing activities (554,518) (539,709) (1,189,584)
(Loss) / profit before tax from discontinued activities (592,046) (948,179) (1,360,554)
(Loss) / profit before tax (1,146,564) (1,487,888) (2,550,138)
Adjustments for:
Depreciation 22,498 30,190 61,418
Amortisation of intangibles 134,774 138,652 286,533
Amortisation of right of use assets 25,776 49,215 87,879
Share based payment - 8,500 12,355
Profit on disposal of equipment, fixtures & fittings (3,355) - -
Amortisation of borrowing cost 139,761 20,964 41,928
Net finance expense recognised in profit or loss 148,912 145,876 295,136
(678,198) (1,094,491) (1,764,889)
Changes in working capital:
Increase/(decrease) in trade and other receivables 361,794 (23,520) (186,649)
Decrease in trade and other payables 134,177 (186,425) 122,997
Cash generated from / used in operations (182,227) (1,304,436) (1,828,541)
Interest paid (3,714) (497) (934)
Net cash used in operating activities (185,941) (1,304,933) (1,829,475)
Cash flows from investing activities
Interest received 5,617 741 5,607
Acquisition of property, plant and equipment - (31,344) (48,209)
Disposal of property, plant & equipment 479 - -
Net cash used in investing activities 6,096 (30,603) (42,602)
Cash flows from financing activities
Repayment under finance lease (15,251) (41,093) (62,951)
Interest paid on lease liabilities (4,435) (8,619) (16,290)
Repayment of borrowings (275,342) (4,827) (265,702)
Interest paid on borrowing (146,380) (137,500) (283,519)
Proceeds from trade of fractional shares - - 18
Costs of share consolidation - - (8,209)
Net cash used in / generated from financing activities (441,408) (192,039) (636,653)
Decrease/(increase) in cash equivalents (621,253) (1,527,575) (2,508,730)
Cash and cash equivalents at beginning of the period 974,333 3,483,063 3,483,063
Cash and cash equivalents at end of the period 353,080 1,955,488 974,333
NOTES TO INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1. General information
Cloudified Holdings Limited (the "Company" or "Cloudified") is a cash shell
under Rule 15 of the AIM rules. This followed the disposal of its trading
subsidiaries in the cyber security division on 12 December 2023. The Company
is a public limited company which is listed on the AIM Market of the London
Stock Exchange and is incorporated and domiciled in the British Virgin
Islands. The address of its registered office is PO Box 173, Kingston
Chambers, Road Town, Tortola, British Virgin Islands. The UK registered office
is c/o Blake Morgan LLP, Apex Plaza, Forbury Road, Reading, RG1 1AX.
2. Basis of preparation
These interim financial statements have been prepared in accordance with UK
adopted International Accounting Standards. They do not contain all the
information required for full financial statements and should be read in
conjunction with the consolidated financial statements of the Group as at and
for the year ended 31 March 2023. These interim financial statements do not
constitute statutory accounts within the meaning of the Companies Act. The
preparation of financial statements in conformity with IFRS requires the use
of certain critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Group's accounting
policies. The areas involving a higher degree of judgement or complexity, or
areas where assumptions and estimates are significant to the consolidated
financial statements are disclosed in note 3.
The interim financial information has not been reviewed nor audited by the
auditors. The interim financial information was approved by the Board of
Directors on 29 April 2024. The information for the year ended 31 March 2023
is extracted from the statutory financial statements for that year which have
been reported on by the Group's auditors and delivered to the Registrar of
Companies. The audit report was unqualified, but it did include an emphasis of
matter which explained that the directors having made the decision to dispose
of the trading subsidiaries of the Group, have made the decision to cease
trading and therefore do not consider it to be appropriate to adopt the going
concern basis of accounting in preparing the financial statements, and this is
further discussed below. This interim results announcement does not constitute
statutory accounts under Section 435 of the companies Act 2000
The accounting policies applied by the Group in these interim financial
statements are the same as those applied by the Group in its consolidated
financial statements for the year ended and as at 31 March 2023. The interim
report is the responsibility of, and has been, approved by the Directors. The
Directors are responsible for preparing the interim financial statements in
accordance with the AIM Rules for Companies.
Going concern
The Company is now a cash shell and has no trading operations. On 31 March
2024 it had cash balances of £530,000 and a forecasted cash consumption rate
of circa £25,000 per month comprising of directors' fees, audit costs and
advisory fees. The sale of the Cyber Division in December 2023 included a
Warranties and Indemnities insurance policy which caps the Company's
liabilities (save in the case of fraud) at £1. The major expected cost going
forward is expected to be professional fees which will be incurred on pursuing
RTO opportunities. The board in conjunction with advisors will screen
investment opportunities carefully ahead of incurring fees, to understand the
ability of a target to list successfully via an RTO and will seek legally
binding cost coverage and exclusivity protections from potential targets when
agreeing heads of terms with them.
The definition of a going concern is that of "any entity unless its management
intends to liquidate the entity or to cease trading or has no realistic
alternative to liquidation or cessation of operations". The Directors have
taken the decision to cease trading through the disposal of all subsidiaries
of the Company and, as such, have prepared the financial statements on a basis
other than a going concern. Where, as a result of preparing the accounts on a
basis other than going concern gains have not been recorded on assets in cases
where the realisation of assets is greater than the value held within the
financial statements as a result of events that have occurred subsequent to 31
March 2023. The Directors do not consider that this basis of preparation has
given rise to any material differences compared to the financial statements
prepared on a going concern basis.
The directors will consider returning cash to shareholders by way of a solvent
members voluntary liquidation process should a suitable transaction not be
viewed as not likely to complete. The directors obtained such authority to
appoint liquidators to carry out an MVL at the general meeting held on 27
November 2023.
3. Critical accounting estimates and judgements
The preparation of the Group financial statements in conformity with IFRSs as
applied in accordance with the provisions of the Companies Act 2006 requires
the use of certain critical accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group's accounting
policies. Estimates and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of future
events that are believed to be reasonable under the present circumstances. The
areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the Group financial statements
are disclosed below.
Estimates:
Management do not consider there to be significant accounting estimates in
respect of the six month period ended 30 September 2023 or for the years ended
31 March 2023 and 31 March 2022.
Impairment of intangible assets
All intangible assets related to the former cyber security business. The
directors reviewed the totality of intangible assets held (being customer base
and goodwill) compared to expected sales proceeds based on metrics from
similar deals in the cyber security sector. The total NBV of intangibles prior
to transfer to assets held for sale was £2.84m. On the basis that the
accounts are prepared on a basis other than going concern, the board assessed
whether there should be any material reductions in value to the assets held
for sale at the balance sheet date based on our knowledge of events after the
year end which showed that the assets were sold for an enterprise value of
£4.2m and that no adjustment was therefore required.
4. Discontinued operations
On 12 December 2023, the Company announced that it had completed the disposal
of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited
(together the "Cyber Division") for an enterprise value of £4.2 million
(payable in cash) to Thetis Bidco Limited. This represented all of the
professional services and monitoring managed services operating segments other
than some remaining operating costs supporting the AIM Rule 15 cash shell. In
the year ended 31 March 2023, management were committed to selling the Cyber
division with the sale of these businesses being considered highly probable
within 12 months. There was a board meeting held on 30 March 2023 to discuss
the sale of the Cyber Division and a letter was sent to BOOST&Co on 31
March 2023 outlining the position, therefore 31 March 2023 is considered to be
the date the Cyber Division are classified as held for sale and therefore
included in discontinued operations. All assets and liabilities relating to
the cyber security division, including those which were held in the name of
the parent company (such as the lease on the Reading offices) and the
borrowings from BOOST&Co (which were held by Falanx Cyber Defence Limited)
were therefore treated as items held for sale.
The results of the discontinued operations and the effect of the discontinued
operations on the financial position of the Group were as follows:
Financial performance information
Results of the discontinued operations for the year for Falanx Cyber Defence
Limited and Falanx Cyber Technologies Limited
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
Income statement £ £ £
Revenue 1,842,275 1,787,864 3,790,373
Administrative expenses (2,141,348) (2,568,463) (4,808,256)
Operating loss (299,073) (780,599) (1,017,883)
Finance costs (292,973) (167,580) (342,671)
Loss before income tax (592,046) (948,179) (1,360,554)
Income tax credit - - -
Loss from discontinued operations before gain on sale (592,046) (948,179) (1,360,554)
Profit on sale of discounted operations - - -
(Loss) / Profit from discontinued operation (592,046) (948,179) (1,360,554)
Effect of discontinued operations on the financial position of the Group
6 Months to Year to
30 Sep2023 31 Mar 2023
(Unaudited) (Audited)
Net assets disposed of and the gain on disposal £ £
Assets of the disposal group
Property, plant & equipment 37,195 90,367
Intangible assets 2,841,256 2,976,129
Right of use asset - 103,104
Trade and other receivables 898,182 1,251,846
Total assets 3,776,633 4,421,446
Liabilities of the disposal group
Trade and other payables 628,509 595,992
Contract liabilities 573,574 595,670
Borrowings 2,001,086 2,136,667
Lease liabilities - 126,616
Total liabilities 3,203,169 3,454,945
Net assets of the disposal group 573,564 966,501
5. Earnings per share
Basic loss per share is calculated by dividing the loss attributable to equity
holders of the Company by the weighted average number of ordinary shares in
issue during the year. There are no dilutive share options at present as these
would currently increase the loss per share.
Continuing operations
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£ £ £
(Loss) / Profit for the year attributable to equity holders of the Company (1,146,564) (1,487,888) (2,550,138)
Less (loss) / Profit from discontinued operations (592,046) (948,179) (1,360,554)
Loss from continuing operations (554,518) (539,709) (1,189,584)
Total basic and diluted (loss)/profit per share from continuing operations (11) (10) (23)
(pence per share)
Continuing and discontinued operations
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
£ £
(Loss) / Profit for the year attributable to equity holders of the Company (1,146,564) (1,487,888) (2,550,138)
Total basic and diluted profit / (loss) per share (pence per share) (22) (28) (48)
Weighted average number of shares used as the denominator
6 Months to 6 Months to Year to
30 Sep 2023 30 Sep 2022 31 Mar 2023
(Unaudited) (Unaudited) (Audited)
Weighted average number of ordinary shares used as the denominator in the 5,264,212 5,254,012 5,264,212
calculating basic earnings per share
As at 30 September 2023, the potentially dilutive ordinary shares were
anti-dilutive because the Group was loss-making.
6. Events after the reporting period
On 9 November 2023, the Company announced the sale of its cyber security
division. The purchaser, Thetis Bidco Limited, the owner of Wavenet Ltd, an
MSP supported by MacQuarrie, acquired the division for an enterprise value of
£4.2 million, subject to customary adjustments for debt, intercompany
balances, and working capital normalisation. Shareholder approval for the sale
was obtained at the general meeting convened on 27 November 2023, with the
transaction being finalised on 12 December 2023.
Movements in cash since the completion of the disposal on 12 December 2023
to the 31 March 2024 are set out below.
£'000
Enterprise value (payable in cash) 4,200
Adjustments for borrowings, debt and working capital (2,402)
Transaction Costs (563)
Restructuring Costs (705)
Cash at 31 March 2024 530
Following the completion of the sale, the Company swiftly adjusted its
operational structure to align with its new status as a cash shell, resulting
in significant reductions in Group expenses and the implementation of
redundancies for executives and other personnel in accordance with their
contractual terms. As of 31 March 2024, the Company's cash balances were
approximately £530,000 which was greater the anticipated level forecasted at
the time of the disposal announcement on 9 November 2023. The Group is now
debt free, and the expected ongoing cost base is approximately £25,000 per
month.
On 27 November 2023 the Company changed its name from Falanx Cyber Security
Limited to Cloudified Holdings Limited. Mike Read retired as a director on 31
March 2024.
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