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REG - Dillistone Group PLC - Interim Results & Investor Presentation

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RNS Number : 4054E  Dillistone Group PLC  17 September 2024

17 September 2024

Dillistone Group Plc

("Dillistone", the "Company" or the "Group")

Interim Results & Investor Presentation

 

Dillistone Group PLC, the AIM quoted supplier of software for the
international recruitment industry, announces Interim Results for the six
months to 30 June 2024.

 

Summary

 

·    Group H1 adjusted operating profit up £0.097m to £0.133m (H1 2023:
£0.036m).

·    Rolling 12 month adjusted operating profit increases significantly to
£0.237m (H1 2023: £0.009m).

·    Operational efficiencies increase adjusted EBITDA margin to 25.8% (H1
2023: 20.6%).

·    Total revenue of £2.519m (H1 2023: £2.826m), down 11% in a tough
recruitment market.

·    Recurring revenues represented 91% (H1 2023: 91%) of Group revenue.

·    Net cash generated from operating activities dropped slightly to
£0.529m (2023: £0.565m).

·    Utilisation of bank facility at period end of £0.172m (2023: cash
£0.249m) reflecting ongoing repayment of Government support loans (£0.300m
annually).

·    Board expects to deliver full year results in line with adjusted PTP
market expectations.

·    Investments made in platforms and efficiency gains over recent years
allow the Group to continue to deliver "Excellent" Trustpilot rated services
to customers, despite significant reductions in cost base.

 

Post Period

 

·    On 23 August 2024 the Group raised £0.300m through the issue of loan
notes and an additional £0.060m from issuing shares to a new investor.

·    As at 31 August 2024 cash was £0.156m.

 

 

Commenting on the results and prospects, Giles Fearnley, Non-Executive
Chairman, said:

 

"In my statement in the Annual Report, I said that we had made a solid start
to the year. These results confirm that statement with adjusted EBITDA and
adjusted operating profit up £0.069m and £0.097m respectively on H1 2023
despite challenging conditions in our key markets. However, we are not immune
to the challenges faced by the recruitment sector, and expect to see recurring
revenue in H2 below that delivered in H1, driven in large part by significant
staff downsizing among our client base. Nevertheless, we are confident of
meeting market expectations for adjusted PTP for the year."

 

*           Note: "Adjusted" refers to activities before
acquisition, reorganisation, Government support, and one-off costs

 

 

Investor Presentation: 3pm today, Tuesday 17 September 2024

 

Jason Starr, Chief Executive, and Ian Mackin, Finance Director, will hold an
investor presentation to review the results and prospects at 3pm on Tuesday 17
September 2024.

 

The presentation will be hosted through the digital platform Investor Meet
Company. Investors can sign up to Investor Meet Company and add to meet
Dillistone Group Plc via the following link
https://www.investormeetcompany.com/dillistone-group-plc/register-investor
(https://www.investormeetcompany.com/dillistone-group-plc/register-investor) .
For those investors who have already registered and added to meet the Company,
they will automatically be invited.

 

Questions can be submitted pre-event to dillistone@walbrookpr.com
(mailto:dillistone@walbrookpr.com) or in real time during the presentation via
the "Ask a Question" function.

 

 

Enquiries:

 Dillistone Group Plc
 Giles Fearnley                     Chairman                            Via Walbrook PR
 Jason Starr                        Chief Executive Officer
 Ian Mackin                         Finance Director

 Zeus Capital Limited (Nominated adviser)
 Chris Fielding                     Director, Investment Banking         020 3829 5000

 Walbrook PR
 Tom Cooper / Joe Walker            Dillistone@walbrookpr.com
                                    020 7933 8780
                                    0797 122 1972

 

 

 

 

 

Chairman's Statement

 

 

In my statement in the Annual Report, I said that we had made a solid start to
the year. These results confirm that statement with adjusted EBITDA and
adjusted operating profit up £0.069m and £0.097m respectively on H1 2023.

 

It is the rolling 12-month measure of adjusted operating profit which
demonstrates the progress made. The table below shows the progression, with
adjusted operating profit in the 6 months to 30 June 2024 being £0.317m
(2023: £0.009m).

 

                                                      2018  2019  2020   2021   2022   2023  2024

                                                      H1    H1    H1     H1     H1     H1    H1
 12 Month Rolling Adjusted Operating Profit (£'000)   140   (6)   (228)  (568)  (342)  9     317

 

In the Annual Report, and recent announcements, I have pointed to challenging
economic conditions. There has been a raft of publicly quoted companies in our
target market reporting sharply reduced revenues and profits. This has
manifested itself in those companies reducing headcount. In addition, we have
seen an almost doubling in the last 3 years of UK recruitment companies filing
for insolvency.

 

In recent years we have improved the operational efficiency of the business
significantly, and this has allowed us to deliver such a positive set of
results in such a challenging year.

 

Operational Review

 

We split our products into two groups - one whose products primarily target
contingency recruiters (largely, but not exclusively, in the United Kingdom)
that typically recruit a combination of temporary, permanent and contract
staff. We also have products used by executive search firms and in-house
executive search teams across the globe that usually recruit for permanent
roles only.

Contingency review:

 

Traditionally, the hiring of temporary staff is somewhat anti-cyclical and so,
while our contingency products have faced a challenging six months, they have
benefited somewhat from this trend.

 

Despite this, we have seen significant headcount reductions among our
contingency CRM clients. In the first 6 months of 2024, 9% of our Infinity
clients reduced user numbers (this statistic excludes any client losses due to
insolvency or other reasons). This has a direct impact on our future recurring
revenue streams. It is to be hoped that these firms will hire back rapidly as
and when the recruiting sector recovers.

 

Our other products have fared somewhat better. Our ISV.online skills testing
platform has delivered its first of a more comprehensive style of psychometric
evaluations, initially used by one of the UK's best known recruiting brands,
working with a leading automotive manufacturer. Early feedback on the impact
of these tests is extremely positive, with more data expected later in the
year.

 

Our Mid-Office pay and bill product benefited from additional investment in
2023, allowing us to port the product to the cloud. We were pleased to see,
due in part to that investment, this was our best performing product in the
period, with H1 2024 showing growth of 12% against H1 2023, albeit from a
relatively low base.

 

We expect to bring further contingency revenue streams online in H2.

 

Executive search review:

 

The global slowdown in hiring hit our executive search products hard. In the
period, 10% of our executive search firm clients reduced headcount, and, in
addition to this, we also saw a higher number of client losses due to
insolvency and other reasons. Again, it is to be hoped that as the markets
improve, this sub-sector will scale rapidly.

 

Of our executive search products, Talentis was our best performing, growing
marginally in the period. Our GatedTalent platform has seen falling revenue
for an extended period and, in Q1 of this year, we turned off the legacy
platform and launched an updated version of the tool, integrated into the
Talentis application. We are pleased to report that since this integration was
launched, GatedTalent has returned to growth.

 

We continue to develop and support our FileFinder product. However, we are
seeing increasing desire among our FileFinder customers to move to our
Talentis platform.

 

While we do not expect to see a turnaround in demand for our executive search
platforms in H2, we do expect to see combined revenue from Talentis and our
newly integrated GatedTalent platform (which in future we will report as
Talentis B2B and Talentis B2C respectively) grow in H2 when compared to H1.

 

KPIs and financial performance

 

The Group's operational performance has improved significantly in recent
years. The success measure for each of the KPIs used by management is year on
year improvement.

 

                                 FY24 H1  FY23 H1  % Move

                                 £'000    £'000
 Total revenue                   2,519    2,826    (11%)
 Recurring revenue               2,293    2,564    (11%)
 Adjusted EBITDA *               650      581      12%
 Adjusted Operating Cash **      529      519      2%
 Adjusted (loss) before tax ***  (15)     (105)    86%

*     EBITDA adjusted for Government support

**   Operating cash adjusted for Government support received

*** (Loss) before tax adjusted for Government support associated with Covid
and exceptional costs

 

Revenue

 

Group revenue in H1 FY2024 reduced to £2.519m from £2.823m in H1 FY2023.

Recurring revenues decreased by 11% to £2.293m over the comparable period
last year (2023: £2.564m).

 

Recurring revenues represented 91% of total revenues (2022: 91%).
Non-recurring revenues were down 12.5% at £0.175m (2023: £0.200m).

 

Adjusted EBITDA*

 

The adjusted EBITDA* increased by 12% to £0.650m from £0.581m in H1 FY2023.
This resulted in another increase in EBITDA margin to 25.8%, compared to 20.6%
in H1 FY2023, reflecting the Group's continued focus on efficiency.

 

Operating profit/(loss) and profit/(loss) before tax

 

The Group operating profit, before acquisition related, reorganisation and
other items, increased by 369% to stand at £0.133m from £0.036m in H1
FY2023.

 

Inclusive of acquisition related and other items, the operating profit was
£0.065m compared to a loss of £0.027m in H1 FY2023.

 

The loss before tax decreased to (£0.015m) from (£0.046m) in H1 FY2023.
Using a like for like measure, excluding Government support of £0.059m for H1
FY2023, the comparative figure for H1 FY2023 is (£0.105m). This makes the
result for H1 FY2024 a decrease in loss of 86%.

 

Taxation

 

The net tax credit for H1 is £0.006m (H1 FY2023: £0.054m) reflecting the
changes in R&D tax allowances the Company can claim which came into force
in April 2023.

 

Balance sheet

 

The Group's net assets decreased slightly to £3.206m (H1 FY2023: £3.236m)
with trade and other receivables decreasing to £0.493m (H1 FY2023: £0.635m).
Trade and other payables also decreased to £2.005m (H1 FY2023: £2.523m).

 

R&D development

 

The Group capitalised £0.436m in development costs in the period (H1 FY2023:
£0.460m) as the business continued its commitment to developing its products.
Amortisation of development costs was £0.489m (H1 FY2023: £0.496m).

 

Financing

 

The CBIL loan balance stands at £0.600m (31 December 2023: £0.750m) and, on
the current payment profile, will be repaid by June 2026. The Group has the
contractual right to pause repayments for up to 6 months, but at this time has
no intention to do so. The Group also has a convertible loan of £0.400m (31
December 2023: £0.400m), which will not be repaid until the CBIL loan has
been repaid.

 

Post balance sheet, the Group raised £0.300m in convertible loan notes with a
maturity date of August 2028.

 

The two convertible loans were made by current and former Directors of the
Group.

 

Cashflow

 

Net cash generated from operating activities dropped slightly to £0.529m
(2023: £0.565m).

 

Excluding government support in 2023 net cash from operating activities
increased 2% to £0.529m (H1 FY2023: £0.519m). Adjusted net change in cash
before Government support improved by 29% to (£0.153m) (H1 FY2023:
(£0.217m)).

 

At 30 June 2024, we had a utilisation of our bank facility of (£0.172m)
(2023: net cash balance £0.249m).

 

 Summarised cashflow                                     H1 FY2024  H1 FY2023
                                                         £'000      £'000
 Adjusted net cash from normalised operating activities  529        519
 Investing Activities - net                              (441)      (469)
 Financial Activities - net                              (241)      (267)
 Adjusted Net change in cash and cash equivalents        (153)      (217)
 Adjustment for Government Support                       -          46
 Net change in cash and cash equivalents                 (153)      (171)
 Cash and cash equivalents at beginning of year          (19)       433
 Effect of foreign exchange rate changes                 -          (13)
 Cash and cash equivalents at 30(th) June                (172)      249

 

Outlook

 

The Board is pleased to report a third consecutive half year of adjusted
operating profit and an improving adjusted EBITDA margin, consolidating the
Group's return to profitability.

 

The recruitment sector has undoubtedly had a turbulent time in recent months,
and this has impacted upon demand for our services. Our investment in systems
has allowed the Group to be agile in responding to these challenges.

 

We are not however immune to the challenges faced by the recruitment sector
and do expect to see recurring revenue in H2 below that delivered in H1,
driven in large part by downsizing by our client base. Nevertheless, we are
confident of meeting market expectations for adjusted PTP for the year.

 

 

Giles Fearnley

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

                                                                              Note                  6 Months ended 30 June      Year ended 31 Dec
                                                                                                    2024          2023          2023
                                                                                                    Unaudited     Unaudited      Audited
                                                                                                    £'000         £'000         £'000

 Revenue                                                                      4                     2,519         2,826         5,595
 Cost of sales                                                                                      (269)         (312)         (601)
 Gross profit                                                                                       2,250         2,514         4,994
 Administrative expenses                                                                            (2,185)       (2,487)       (4,943)

 Result from operating activities                                             4                     65            27            51

 Analysed as:
 Result from operating activities before acquisition related, reorganisation                        133           36            220
 and other items

 Acquisition related, reorganisation and other items                          5                     (68)          (9)           (169)
 Result after acquisition related items                                                             65            27            51

 Financial cost                                                                                     (80)          (73)          (155)
 (Loss) before tax                                                                                  (15)          (46)          (104)

 Tax income                                                                   6                     6             54            107
 (Loss) / Profit for the period                                                                     (9)           8             3

 Other comprehensive income net of tax:
 Currency translation differences                                                                   (2)           (6)           (3)
 Total comprehensive (loss) / income for period net of tax                                          (11)          2             -

 Earnings per share (pence)
 Basic                                                                        8                     (0.05)        0.04          0.01
 Diluted                                                                                            (0.05)        0.04          0.01

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                 As at 30 June 2024  As at 30 June 2023  As at 31 Dec 2023
                                 Unaudited           Unaudited           Audited
 ASSETS                          £'000               £'000               £'000
 Non-current assets
 Goodwill                        3,415               3,415               3,415
 Intangible assets               2,700               2,886               2,822
 Right of use assets             219                 455                 15
 Property plant & equipment      19                  27                  20
                                 6,353               6,783               6,272
 Current assets
 Trade and other receivables     493                 635                 559
 Current tax receivable          -                   134                 -
 Cash and cash equivalents       -                   249                 -
                                 493                 1,018               559
 Total assets                    6,846               7,801               6,831

 EQUITY AND LIABILITIES
 Equity
 Share capital                   983                 983                 983
 Share premium                   1,631               1,631               1,631
 Merger reserve                  365                 365                 365
 Convertible loan reserve        14                  14                  14
 Retained earnings               91                  103                 100
 Share option reserve            57                  76                  57
 Translation reserve             65                  64                  67
 Total equity                    3,206               3,236               3,217

 Liabilities
 Non current liabilities
 Trade and other payables        169                 206                 170
 Lease liabilities               3                   448                 3
 Borrowings                      700                 1000                850
 Deferred tax                    236                 226                 244
 Total non-current liabilities   1,108               1,880               1,267
 Current liabilities
 Trade and other payables        1,836               2,317               2,019
 Lease liabilities               218                 68                  5
 Borrowings                      300                 300                 300
 Current tax payable             6                   -                   4
 Utilisation of bank facility    172                 -                   19
 Total non-current liabilities   2,532               2,685               2,347
 Total liabilities               3,640               4,565               3,614
 Total liabilities and equity    6,846               7,801               6,831

 

The interim report was approved by the Board of directors and authorised for
issue on 16 September 2024.  They were signed on its behalf by:

 

JS
Starr
IJ Mackin

 

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                                          As at 30 June           As at 31 December
                                                                          2024       2023         2023
                                                                          Unaudited   Unaudited   Audited

                                                                           £'000      £'000        £'000
 Operating Activities
 (Loss) before tax                                                        (9)        (46)         (104)
 Adjustment for
   Financial cost                                                         80         73           155
   Depreciation and amortisation                                          584        614          1,230
   Share option expense                                                   -          11           (6)
   Lease termination                                                      -          -            (77)
   Other including foreign exchange adjustments arising from operations   (2)        7            (8)
 Operating cash flows before movements in working capital                 653        659          1,206

 Decrease / (Increase) in receivables                                     66         (27)         49
 (Decrease) in payables                                                   (184)      (59)         (393)
 Net taxation (Paid) / repaid                                             (6)        (8)          201

 Net cash generated from operating activities                             529        565          1,063

 Investing Activities
 Purchases of property plant and equipment                                (5)        (9)          (9)
 Investment in development costs                                          (436)      (460)        (963)
 Net cash used in investing activities                                    (441)      (469)        (972)

 Financing Activities
 Finance cost                                                             (80)       (73)         (155)
 Lease payments made                                                      (11)       (44)         (77)
 Bank loan repayments                                                     (150)      (150)        (300)
 Net cash generated from financing activities                             (241)      (267)        (532)

 Net change in cash and cash equivalents                                  (153)      (171)        (441)
 Cash and cash equivalents at beginning of the period                     (19)       433          433
 Effect of foreign exchange rate changes                                  -          (13)         (11)

 Cash and cash equivalents at end of period                               (172)      249          (19)

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

                                                              Share     Share     Merger   Retained  Convertible    Share     Foreign        Total
                                                             capital   premium   Reserve   earnings  loan reserve  option    exchange
                                                              £'000     £'000     £'000     £'000    £'000          £'000     £'000         £'000

 Balance at 31 December 2023                                 983       1,631     365       100       14            57        67             3,217
 Comprehensive income
 Loss for the 6 months ended 30 June 2024                     -         -         -        (9)       -              -         -             (9)
 Other comprehensive income                                                                                                                 -
 Exchange differences on translation of overseas operations   -         -         -         -        -              -        (2)            (2)
 Total comprehensive profit                                   -         -         -        (9)       -             -         (2)            (11)
 Transactions with owners
 Share option charge                                          -         -         -         -        -             -          -             -

 Balance at 30 June 2024                                     983       1,631     365       91        14            57        65             3,206

 Balance at 31 December 2022                                 983       1,631     365       93        14            67        70             3,223
 Comprehensive income
 Profit for the 6 months ended 30 June 2023                   -         -         -        8         -              -         -             8
 Other comprehensive income                                                                                                                 -
 Exchange differences on translation of overseas operations   -         -         -         -        -              -        (6)            (6)
 Total comprehensive profit                                   -         -         -        8         -             -         (6)            2
 Transactions with owners
 Share option charge                                          -         -         -         2        -             9          -             11

 Balance at 30 June 2023                                     983       1,631     365       103       14            76        64             3,236

 

 

 

 

 

 

NOTES TO THE INTERIM

  NOTES TO THE UNAUDITED INTERIM REPORT

CONSOLIDATED STATEMENT OF

1.         Basis of Preparation

 

The financial information for the six months ended 30 June 2024 included in
this condensed interim report comprises the consolidated statement of
comprehensive income, the consolidated statement of financial position, the
consolidated statement of cash flows, the consolidated statement of changes in
equity and the related notes.

 

The financial information in these interim results is that of the holding
company and all of its subsidiaries (the Group). It has been prepared in
accordance with UK adopted international accounting standards but does not
include all of the disclosures that would be required under International
Financial Reporting Standards (IFRSs). The accounting policies applied by the
Group in this financial information are the same as those applied by the Group
in its financial statements for the year ended 31 December 2023 and are those
which will form the basis of the 2024 financial statements.

 

The comparative financial information presented herein for the year ended 31
December 2023 does not constitute full statutory accounts for that period. The
Group's annual report and accounts for the year ended 31 December 2023 have
been delivered to the Registrar of Companies. The Group's independent
auditor's report on those statutory accounts was unqualified, did not draw
attention to any matters by way of emphasis, and did not contain a statement
under 498(2) or 498(3) of the Companies Act 2006.

 

Going concern

 

The directors have continued to perform detailed forecasting on a regular
basis taking into account current trading and expectations and cash balances
and, having reflected upon these forecasts, the directors of the Company
continue to adopt the going concern basis of accounting in preparing the
financial statements.

 

Dillistone Group Plc is the Group's ultimate parent company.  It is a public
listed company and is domiciled in the United Kingdom.  The address of its
registered office and principal place of business is 9 Cedarwood, Crockford
Lane, Chineham Business Park, Basingstoke, RG24 8WD.  Dillistone Group Plc's
shares are listed on the Alternative Investment Market (AIM).

 

2.         Share Based Payments

 

The Company operates two share option schemes.  The fair value of the options
granted under these schemes is recognised as an employee expense with a
corresponding increase in equity.  The fair value is measured at grant date
and spread over the period at the end of which the option holder may exercise
the option.  The fair value of the options granted is measured using the
Black-Scholes model.

 

3.           Reconciliation of adjusted operating profits to
consolidated statement of comprehensive income

 

6 months ended 30 June 2024 and 30 June 2023

 

                                                                  Adjusted operating profits  Acquisition related items                   Adjusted operating profits  Acquisition and reorganisation related items
                                                                  30-Jun-2024                  2024*                     30-Jun-2024      30-Jun-2023                  2023*                                        30-Jun-2023

                                                                  £'000                       £'000                       £'000           £'000                       £'000                                          £'000

 Revenue                                                          2,519                       -                          2,519            2,826                       -                                             2,826

 Cost of sales                                                    (269)                       -                          (269)            (312)                       -                                             (312)

 Gross profit                                                     2,250                       -                          2,250            2,514                       -                                             2,514

 Administrative expenses                                          (2,117)                     (68)                       (2,185)          (2,478)                     (9)                                           (2,487)

 Results from operating activities                                133                         (68)                       65               36                          (9)                                           27

 Financial cost                                                   (80)                        -                          (80)             (73)                        -                                             (73)

 (Loss) before tax                                                53                          (68)                       (15)             (37)                        (9)                                           (46)

 Tax (charge) / income                                            (7)                         13                         6                41                          13                                            54

 Profit / (loss) for the period                                   46                          (55)                       (9)              4                           4                                             8

 Other comprehensive income net of tax:
 Currency translation differences                                 (2)                         -                          (2)              (6)                         -                                             (6)

 Total comprehensive (loss) / profit for the year net of tax      44                          (55)                       (11)             (2)                         4                                             2

 

*  see accounts note 5

 

 

Earnings per share - from continuing activities

 

 Basic            0.23p           (0.05p)        0.02p  0.04p
 Diluted          0.23p                 (0.05p)  0.02p       0.04p

 

 

Year Ended 31 December 2023

                                                         Adjusted operating profits  Acquisition and reorganisation related items
                                                         31 December                  2023*                                        31 December 2023

                                                         2023

                                                         £'000                       £'000                                          £'000

 Revenue                                                 5,595                       -                                             5,595

 Cost of sales                                           (601)                       -                                             (601)

 Gross profit                                            4,994                       -                                             4,994

 Administrative expenses                                 (4,774)                     (169)                                         (4,943)

 Results from operating activities (inc furlough)        220                         (169)                                         51

 Financial cost                                          (155)                       -                                             (155)

 (Loss) before tax                                       65                          (169)                                         (104)

 Tax income                                              81                          26                                            107

 (Loss) for the year                                     146                         (143)                                         3

 Other comprehensive income net of tax:
 Currency translation differences                        (3)                         -                                             (3)

 Total comprehensive (Loss) for the year net of tax      143                         (143)                                         -

 

*  see accounts note 5

 

 

Earnings per share - from continuing activities

 

 Basic    0.74p  0.01p
 Diluted  0.74p  0.01p

 

4.         Segment reporting

 

 

 Results
                                                                                                               Year ended
                                        6 months ended 30 June                                                             31 Dec
                                        2024                                                 2023                          2023
                                        £'000                                                £'000                         £'000

 Results from operating activities
 Ikiru People                                                                  112                 15                156

 Central                                                                       21                  21                64

 Reorganisation and other costs                                                -                   -                 (32)
 Amortisation of acquisition intangibles and other one off costs or income     (68)                (9)               (137)
 Result from operating activities                                              65                  27                51

 

 

 Geographical segments
 The following table provides an analysis of the Group's revenues by
 geographical market.
                                                                  Year ended
            6 months ended 30 June                      31 Dec
            2024                      2023                  2023
            £'000                     £'000                 £'000
 UK         1,941                     2,068                 4,175
 Europe     250                       293                   583
 Americas   189                       242                   496
 Australia  68                        127                   147
 ROW        71                        96                    194
            2,519                     2,826                 5,595

 

 Business Segment
 The following table provides an analysis of the Group's revenues by products
 and services.
                                                          Year ended
                       6 months ended 30 June             31 Dec
                       2024               2023            2023
                       £'000              £'000           £'000
 Recurring             2,293              2,564           4,974
 Non recurring         175                200             497
 Third party revenues  51                 62              124
                       2,519              2,826           5,595

 'Recurring income' represents all income recognised over time, whereas
 'Non-recurring income' represents all income recognised at a point in time.
 Recurring income includes all support services, software as a service income
 (SaaS) and hosting income. Non-recurring income includes sales of new
 licenses, and income derived from installing those licenses including
 training, installation, and data translation.  Third party revenues arise
 from the sale of third party software.

 Business Sector

 The following table provides an analysis of the Group's revenues by market
 sector.
                                                          Year ended
                       6 months ended 30 June             31 Dec
                       2024               2023            2024
                       £'000              £'000           £'000
 Contingent            1,620              1,703           3,460
 Executive Search      899                1,123           2,135
                       2,519              2,826           5,595

 

 

5.         Acquisition related items and other one off costs

                                                                          Year ended
                                              6 months ended 30 June      31 Dec
                                              2024          2023          2023
                                              £'000         £'000         £'000
 Reorganisation and other costs               -             -             168
 Lease Termination                            -             -             (77)
 Grants received from overseas jurisdictions  -             (59)          (59)
 Amortisation of acquisition intangibles      68            68            137

 Total                                        68            9             169

 

 

6.         Tax

                                                                      Year ended
                                          6 months ended 30 June      31 Dec
                                          2024          2023          2023
                                          £'000         £'000         £'000

 Current tax                              (1)           (13)          (53)
 Prior year adjustment - current tax      -             -             (72)
 Deferred tax release                     (9)           (28)          (6)
 Prior year adjustment - deferred tax     17            -             56
 Deferred tax rate change                 -             -             (6)
 Deferred tax re acquisition intangibles  (13)          (13)          (26)
 Tax credit for the period                (6)           (54)          (107)

 

The tax charge is calculated for each jurisdiction based on the estimated
position for the year.  Deferred tax has been provided at a rate of 25%
(2023: 25%).

 

7.         Dividends

 

The Board has decided not to pay an interim dividend (2023: nil per share).

 

 

8.         Earnings per Share

                                                                                    Year ended
                                                        6 months ended 30 June      31 Dec
                                                        2024          2023          2023

 Basic earnings per share
 Profit / (Loss) attributable to ordinary shareholders  (£9,000)      £8,000        £3,000

 Weighted average number of shares                      19,668,021    19,668,021    19,668,021

 Basic earnings / (loss) per share (pence)              (0.05)        0.04          0.01

 

 9.        Related party transactions

 

The Company has related party relationships with its subsidiaries, its
directors, and other employees of the Company with management
responsibility.  There were no transactions with these parties during the
period outside the usual course of business.

 

The Directors participated in the issue of convertible loan notes in 2017
which carry interest at 8.15% per annum payable quarterly in arrears. There
were no transactions with any other related parties.

 

10.       Subsequent events

 

Following the end of the reporting period, the Group issued convertible loan
notes to the value of £300,000 of which £230,000 was raised from Directors.
Their holdings are as follows:

 

 Giles Fearnley   £60,000
 Jason Starr      £90,000
 Ian Mackin       £30,000
 Steven Hammond   £15,000
 Paul Mather      £15,000
 Simon Warburton  £15,000
 Julie Pomeroy    £5,000

 

The Loan Notes carry an interest coupon of 9.85 per cent pa over their maximum
term of 48 months, with a conversion price of 14.0 pence per new Dillistone
ordinary share, representing a premium over the price at announcement of
55.6%.

 

11.       Cautionary statement

 

This Interim Report has been prepared solely to provide additional information
to shareholders to assess the Company's strategies and the potential for these
strategies to succeed. The Interim Report should not be relied on by any other
party or for any other purpose. The Interim Report contains certain
forward-looking statements with respect to the financial condition, results of
operations and businesses of the Company. These statements are made in good
faith based on the information available to them up to the time of their
approval of this report. However, such statements should be treated with
caution as they involve risk and uncertainty because they relate to events and
depend upon circumstances that will occur in the future.  There are a number
of factors that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements.  The continuing uncertainty in global economic outlook inevitably
increases the economic and business risks to which the Company is exposed.
Nothing in this announcement should be construed as a profit forecast.

 

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.   END  IR EAXNKFENLEFA

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