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Toople PLC (TOOP)

Toople PLC

Half-year Report
RNS Number : 4596S
Toople PLC
09 July 2020
 

· Successful placing to raise gross proceeds of £1.2 million to fund the transformational acquisition of DMS Holding 2017 Limited ("DMSL"), completed on 19 February 2020

· Group revenue grew year on year by 39% to £1.5 million for the six month period

· Gross profit increased by 61% to £334,839 (HY 2019: £207,494)

· Gross margin improved by 3 percentage points to 22%

· Cash at bank was over £1 million at period end

· New contract wins for reported for the Group

·   Launch of a telecoms price comparison website and a service offering company credit reference checking and   reports, complementing the Group's IT and telecoms services

· Company on track to realise cost synergies of over £1 million per annum following acquisition

"Growth is being driven by a number of factors, not least a noticeable switch by UK SMEs to superfast fibre broadband, ahead of the phasing out of existing legacy copper infrastructure, due for completion by 2025.  This trend is coupled with a seismic shift in UK working practices, whereby more workers are either electing or being asked to work from home, driving further reliance on home based telecoms, IT and broadband solutions.

"All our brand propositions are geared around offering choice for our customers. We provide them with the best bespoke solution for their individual needs. The investments we have made are driving top line growth with future returns in mind.  That said, the financial and operating synergies already achieved are propelling us more quickly towards positive cash generation.  Clearly the major caveat is the true impact of COVID-19 on the wider economy, but as it stands today, we believe it presents opportunities for our Group."

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

 

www.toople.com or contact:

About Toople PLC

Toople Plc, a company incorporated in the UK provides a range of telecoms services primarily targeted at the UK SME market. Services offered by the Group include business broadband, fibre, EFM and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and Traditional Services (calls and lines) all of which are delivered and managed through Merlin, the Group's proprietary software platform.

The Group is differentiated by its focus on creating small business connectivity solutions, with robust and reliable packages that will enhance our customer's companies. In addition, our vision is based on trust and transparency, with no hidden fees within our pricing policy providing customers with a clear understanding of cost.

Toople Plc has a strong and highly experienced Board and management team who are focused on growing the business both organically and by identifying earnings enhancing strategic acquisition opportunities.

 

In January 2020 we announced a successful placing to raise gross proceeds of £1.2 million to fund the transformational acquisition of DMS Holding 2017 Limited ("DMSL").  The total consideration for the acquisition was £1.56 million, which was paid for by a cash payment of £376,000, and the issue of new ordinary shares in Toople.

DMSL provides unified communication services in the UK and has over 15 years' experience of providing broadband connectivity, mobile and fixed voice and cloud services.  The commercial benefits of the acquisition, completed on 19 February 2020, have already become evident.  The positive financial impact will become clearer when we announce Final Results, as this reported period only contains six weeks of ownership of DMSL, and few of the acquisition benefits are reflected in these numbers.

We are very pleased to have completed this transformational acquisition and would like to thank all the shareholders, old and new, who have backed us, as well as our new debt finance partners HomeSelect Finance.  We believe that the combined business will now accelerate Toople towards EBITDA profitability and cash self-sufficiency, reducing previous reliance on the market to provide funds for working capital.

The acquisition of DMSL also expanded the Group's reach into the UK residential market, which is experiencing a period of rapid change, as operational automation further develops and more people choose to (or are forced to) work from home.

We have also recently launched a telecoms price comparison website and a service offering company credit reference checking and reports.  These complement the Group's IT and telecoms services.

All the Group brands seek to differentiate themselves by offering IT, telecoms and broadband solutions, with robust and reliable packages, that enhance a customer's business and are based on trust and transparency, with no hidden fees within pricing policies.  This provides customers with a clear understanding of cost and fixed prices for the duration of their contracts.

Growth is being driven by a number of factors, not least a noticeable switch by UK SMEs to superfast fibre broadband and VoIP telephony, ahead of the phasing out of existing legacy copper infrastructure, due for completion by 2025.

As businesses are forced to review their existing telecoms services, many are seeking new solutions which provide enhanced quality at an affordable fixed price.  SMEs are increasingly dissatisfied with a lack of price transparency, poor service offerings and poor customer service from the traditional tier one providers.  Toople is taking advantage of these failings by its larger competitors and is fast becoming a major disruptor in the market.

This trend is coupled with a seismic shift in UK working practices, whereby more workers are either electing or being asked to work from home, driving further reliance on home based telecoms, IT and broadband solutions.

The trend towards working from home has been accelerated by the onset of COVID-19 and the subsequent lockdown, which happened right at the end of the reported period.  The COVID-19 pandemic has impacted all businesses to varying degrees and affected the lives of all citizens in the UK.  With the rapid development of COVID-19, our priority was to help ensure the health and safety of our employees, customers, partners, and communities and to ensure business continuity for us and our customers.

Following the COVID-19 outbreak, we quickly deployed our own unified communications platform across the entire workforce.  Our employees in the UK, South Africa and Poland have been able to work remotely without disruption to any of the Company's key business functions.  As a result, sales, billing and customer support functions have remained largely unaffected and the business has continued to perform solidly, signing new customers and servicing existing ones.

Our business is functioning solidly and the key operational and financial milestones that we outlined at the time of the acquisition of DMSL are being achieved.  We are well placed to take advantage of the financial and operational synergies afforded by the acquisition of DMSL, and our growth drivers, which will only increase in relevance as the UK economy emerges from the COVID-19 crisis.  Whether the lockdown eases swiftly, or it becomes stricter, Toople is the solution to stay connected.

The new Toople has a strong operational and financial base from which to grow and is selling into a market which demands quality products and services at an affordable fixed price: which is what we offer.   We look forward to the future with renewed confidence and optimism.

 

Overview

This has been a period of substantial activity for the Group as we completed the acquisition of DMSL; raised new funds; restructured the business into four operating brands; and began to realise the benefits that the operating and financial synergies of a larger group bring.

The integration of DMSL is progressing to plan, and the substantial cost savings identified at the time of the acquisition are now being made, with further details given below.  As part of this, notice of termination was given on the Company's Slough premises and the Company has now moved to operate from one location; Bishop's Stortford.

Following the acquisition, Toople has extended its offering and now trades under four main brands: ; ; broadbandandphones.co.uk; and www.checkthatcompany.co.uk.

continues to provide, as before, bespoke telecoms services managed via the Group's proprietary software platform, for its fast growing target market of UK SMEs with between one and 50 employees. 

DMSL also provides unified communication services in the UK, ranging from a single phone line to a multi-site unified comms VoIP platform, delivered via a network of telecoms and IT carriers and content providers across the UK including BT Business, BT Global Services, Gamma, EE, Vonage, TalkTalk Business and O2.  DMSL acts as a BT Premier reseller for broadband connectivity, mobile and fixed voice and cloud services and is responsible for over 250,000 BT customers and over 400,000 Revenue Generating Units.

broadbandandphones.co.uk is a telecoms price comparison website and www.checkthatcompany.co.uk is a service offering company credit reference checking and reports.  These complement the Group's IT and telecoms services, and although in their infancy, early indications are that they are growing well.

Financial Performance

The six month reported period contains only six weeks' contribution from DMSL, which was completed on 19 February 2020.

Total revenues grew by over 39% to £1.5 million (HY 2019: £1.08 million) with Broadband revenue growing by 70% and mobile revenue by 100%.  Gross profit increased by 61% to £334,839 (HY 2019: £207,494) and overall gross margin improved by 3 percentage points to 22%.

In our wholesale business, we continued with our strategy to only sign partnership agreements which are more profitable, as well as renegotiating or terminating historic unattractive contracts. We have made further progress in this regard during the reported period.

Our operating loss was £1.06 million compared with a loss in HY2019 of £843,579, but this includes exceptional one off restructuring costs of £78,986. Marketing costs were also higher when compared to HY2019, reflecting our strategy to invest in digital marketing and to grow the business, driving a significant increase in lead conversion and sales, which ultimately will result in a lower cost of acquisition per customer.  

Cash at bank was over £1 million at period end and total assets increased substantially due to the acquisition, increasing to £4.2 million (HY2019: £1.3 million).  Loss per share was 0.06 compared to 0.09 in HY2019.

DMSL has multiple revenue streams including: upfront cash and recurring revenue from BT activities; recurring revenues from directly managed and contracted customers; and revenue share with resellers.  The combined Group is now of significantly larger scale, which has opened up opportunities to benefit from operational gearing and operating efficiencies.

DMSL has a history of being cash generative, which should considerably accelerate our timeline to achieve profitability and positive cash generation.  We communicated at the time of the acquisition that we were seeking to achieve cost savings of £50,000 per month equating to £600,000 per annum.  To date we have already achieved over £40,000 per month (£480,000 on an annual basis) with the remaining £20,000 (£120,000 annualised) already in progress to be delivered.

In addition to this we have now identified a further annualised total of £420,000 that can be realised, so we now expect to achieve over £1 million of synergies over the course of the next financial year, substantially more than originally identified. 

We remain cautious about the overall impact that COVID will have on our customers and the wider economy, but despite this, the Company expects to be in a much stronger position from a cash generation perspective as a result of the acquisition synergies that we have identified and realised.

Operating Performance

DMSL continues to perform solidly and since acquisition has won a number of notable new contracts in the retail, NGO and insurance sectors.  We were particularly pleased with the Carluccio's contract win (following its acquisition by Boparan Restaurant Group) as it showed the attractiveness of our service offering.

The Board remains acutely aware of the impact of COVID-19 on the wider business environment; its true impact cannot be underestimated by any business.  However, we are confident that our core offering of a cloud telephony platform will ensure business continuity and can act as a solution for other businesses who are increasingly seeing remote working environments as the norm.

The difficulties caused by the outbreak of COVID-19 and the ensuing 'lockdown' means that small and medium sized businesses, particularly in the food retail, leisure and hospitality industries, will increasingly look for this type of reliable fixed price communication and connectivity.

Furthermore the Government has earmarked £5 billion towards rolling out gigabit broadband in the most difficult-to-reach 20 per cent of the country. We welcome this move and consider it to be a boost to Toople, and to consumers and businesses who will gain access to higher speed and larger bandwidth connectivity over the next five years.  Toople is well placed to take advantage of these market drivers.

Summary and Outlook

All our brand propositions are geared around offering our customers choice. We provide them with the best bespoke solution for their individual needs. The investments we have made are driving top line growth with future returns in mind.  That said, the financial and operating synergies achieved are propelling us more quickly towards positive cash generation.  Clearly the major caveat is the true impact of COVID-19 on the wider economy, but as it stands today, we believe it presents opportunities for our Group.

Despite the challenging trading conditions in the B2B environment, both DMSL and Toople have been trading satisfactorily, and in recent weeks we have seen a material change back to pre-COVID-19 conditions.  The board believe that, considering the uncertain times and unprecedented period, the combined business is well placed from a material lower operating base achieved through the acquisition synergies to take advantage of post COVID-19 opportunities.

We continue to demonstrate to our customers that we are agnostic about carrier choice and focussed on providing them with the best service at the best price; with transparency and certainty of costs over the term of their contract.  Particularly at this difficult time, businesses and consumers have needed this from their telecoms and IT suppliers.  Our propositions continue to be disruptive and competitive in the market.  Whether business confidence grows or shrinks, businesses need to remain connected, and we offer the best telecommunications technology at a fixed price that will always remain attractive against sluggish incumbents. 

 

Andrew Hollingworth

Chief Executive Officer
 

Principal risks and uncertainties relating to the Company's business strategy

The Group is subject to a number of risk factors. The Company's prospectus published at the time of its Standard Listing and the further prospectuses published in June 2017, September 2018 and January 2020 included detailed assessments of the risks facing the business. The Directors have remained cognisant of the following key risks in the first six months of this financial year. Other risk factors not presently known or currently deemed immaterial may also apply.

 

•    The Company is dependent on the ability of the Directors to implement the Company's strategy and significantly increase customer   numbers. There is no assurance that the Company's business strategy will ultimately be successful;

The Group operates in a competitive market and may not be able to sell multiple products to customers;

The loss of, or inability to attract, key personnel could adversely affect the Group;

The technology upon which the Group's products and services are based may become obsolete; in particular, the Group is reliant     on  the technical robustness of its software platform;

An increase in supplier costs could result in significantly reduced gross profit margins;

•     The Group is currently dependent on marketing spend to generate customers. The Group may not be able to acquire customers at a  cost that will generate sufficient gross profit margins for the Group, particularly if competition in the market increases;

•    The Company may not be able to secure capital to provide working capital for the Group to drive the growth of the business on     terms acceptable to the Group, or at all

The ownership and use of intellectual property by the Group may be challenged by third parties or otherwise disputed;

From time to time the Group may be subject to complaints or claims in the normal course of business; 

The Company is exposed to the risk that third parties that owe the Group money, securities or other assets may not fulfil their   obligations. These parties may default on their obligations due to bankruptcy, lack of liquidity, operational failure or other reasons;

The Group's performance could be adversely affected by poor economic conditions;

The Group's infrastructure and systems could be targeted by cyber-attacks;

The pricing environment in the telecoms industry could become more difficult;

The UK telecoms market is subject to regulation by Ofcom and subject to high incidence of fraud and bad debt risk;

New data protection legislation ("GDPR") became effective on 25 May 2018. The Group relies on assurances from its data suppliers   that such data is compliant.

COVID-19 - The Board is monitoring the global health crisis and is considering the associated risks and impact on the position of the Group from both an operational and financial perspective. With the extreme restrictions in force as a result of COVID-19 and is implications, means that there can be no assurance that the Group will be able to perform its intended workflows, achieve its stated aims or raise additional finance if required. The Board continues to monitor the effect of COVID-19 on an on-going basis.

The Directors seek to mitigate these risks by applying their considerable experience of operating businesses in the sector and by devising trading and operating strategies designed to seek out and exploit profitable trading opportunities whilst seeking to protect the business from downside risks.
 

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority ('DTR') and with International Accounting Standard 34 on Interim Financial Reporting (IAS 34).

 

The Directors confirm that the interim financial statements have been prepared in accordance with IAS 34 and that as required by DTR 4.2.7 and DTR 4.2.8, the Interim Report includes a fair review of:

 

· important events that have occurred during the first six months of the year;

· the impact of those events on the financial statements;

· a description of the principal risks and uncertainties for the remaining six  months of the financial year; 

· details of any related party transactions that have materially affected the Company's financial position or performance in the six months ended 31 March 2020; and

· any changes in the related parties transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.

The Directors who served during the period and up to the date of signing the interim financial statements were:

 

Richard Horsman

Andrew Hollingworth

Kevin Lawrence

 

Company Secretary:

WKH Company Secretary Services

 

 

 

 

By Order of the Board

Andrew Hollingworth

Chief Executive Officer

9 July 2020

 

 

Condensed Consolidated Statement of Comprehensive Income

The condensed consolidated statement of comprehensive income of the Group for the six month period from 1 October 2019 to 31 March 2020 is set out below.

 

 

NOTE

 

 

Period Ended

31 Mar 2020

 

  Period Ended

31 Mar 2019

 

 

£

£

Continuing operations

 

 

 

 

 

 

 

Revenue

 

1,510,883

1,084,078

Cost of Sales

 

(1,176,044)

(876,584)

Gross Profit

 

334,839

207,494

 

 

 

 

Other Income

 

91,864

51,715

Administrative expenses

 

(1,387,734)

(1,077,698)

 Exceptional restructuring costs

 

(78,986)

-

Operating loss

 

(1,040,017)

(818,489)

Interest payable and similar charges

 

(17,672)

(29,225)

Interest receivable

 

336

4,135

Loss before taxation

 

(1,057,353)

(843,579)

 

 

 

 

Taxation

 

-

-

Loss for the period

 

(1,057,353)

(843,579)

 

 

 

 

Other comprehensive loss for the period

 

-

-

Total comprehensive loss for the period attributable to the equity owners

 

(1,057,353)

(843,579)

 

 

 

 

Earnings per share

 

 

 

Basic and diluted earnings per share

5

(0.06)

(0.09)

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statement of Financial Position

The condensed consolidated statement of financial position as at 31 March 2020 is set out below:

 

 

31 Mar 2020

30 Sept 2019

 NOTE

£

£

ASSETS

 

 

 

 

 

 

 

Non-current assets

 

 

 

Goodwill

9

665,957

-

Intangible and Tangible Assets

9

849,418

124,106

 

 

1,515,375

124,106

 

 

 

 

Current assets

 

 

 

Trade and other receivables 

 

1,687,239

663,528

Cash and cash equivalents 

 

1,000,420

497,400

 

 

2,687,659

1,160,928

Total assets

 

4,203,034

1,285,034

 

 

 

 

EQUITY and LIABILITIES

 

 

 

Capital and reserves attributable to equity shareholders

 

 

 

Share capital

6

2,347,874

762,774

Share premium

 

5,295,014

5,412,561

Merger reserve

 

(25,813)

(25,813)

Share-based payment reserve

 

899,986

255,099

Accumulated deficit

 

(7,157,432)

(6,100,080)

Total equity

 

1,359,629

304,541

 

 

 

 

Current liabilities

 

 

 

Trade and other payables 

7

1,615,884

980,493

 

 

 

 

Non-current liabilities

 

 

 

Financial liabilities - borrowings

7

1,227,521

-

 

 

 

 

Total equity and liabilities

 

4,203,034

1,285,034

 

 

 

 

 

 

Condensed Consolidated Statement of Changes in Equity

The unaudited condensed consolidated statement of changes in equity of the Group for the period to 31 March 2020 is set out below:

 

 

Share capital

Share premium

Merger reserve

Share Based Payment reserve

Capital contribution Reserve

Accumulated deficit

Total

CURRENT YEAR

£

£

£

£

£

£

£

Brought forward at 1 October 2019

762,774

5,412,561

(25,813)

255,099

-

(6,100,079)

304,542

Loss for the period

(1,057,353)

(1,057,353)

Total comprehensive loss for the period

 

 

 

 

 

(1,057,353)

  (1,057,353)

 -

 -

 -

Transactions with owners

 

 

 

 

 

 

 

Share-based payment charge

 

(643,109)

 

644,887

 

 

1,778

Issue of share capital net of issue costs

1,585,100

525,562

 

 

 

 

2,110,662

At 31 March 2020

2,347,874

5,295,014

(25,813)

899,986

-

(7,157,432)

1,359,629

 

 

Share capital

Share premium

Merger reserve

Share Based Payment reserve

Capital contribution Reserve

Accumulated deficit

Total

CURRENT YEAR

£

£

£

£

£

£

£

Brought forward at 1 October 2018

636,572

4,923,336

(25,813)

255,099

34,239

(4,461,133)

1,362,300

Loss for the period

(843,579)

(843,579)

Total comprehensive loss for the period

 

 

 

 

 

(843,579)

(843,579)

 -

 -

 -

 

Transactions with owners

 

 

 

 

 

 

 

Additional share issue costs

  -

  (2,191)

  (2,191)

Transfer of interest accrued

 -

(29,225)

  29,225

  - 

At 31 March 2019

636,572

4,921,145

(25,813)

255,099

5,014

(5,275,487)

516,530

 

 

 

Condensed Consolidated Statement of Cash Flows

The condensed consolidated cash flow statement of the Group from 1 October 2019 to 31 March 2020 is set out below:

 

 

 

 

Period ended

Period ended

31 Mar 2020

31 Mar 2019

 

£

£

Cash flows from operating activities

 

 

 

Operating loss

 

 

(1,040,017)

(818,489)

Depreciation and amortisation

 

 

30,790

7,404

Share-based payment charge

 

 

1,778

-

 

 

 

 

 

Changes in working capital

 

 

 

 

  (Increase) in receivables

 

 

(128,444)

(154,951)

  Increase in payables

 

 

211,758

16,692

Net cash outflow from operating activities

 

(924,135)

(949,344)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from issues of share capital (net of issue costs)

 

934,200

(2,191)

Proceeds from loans

 

1,234,995

-

Finance costs from loans

 

(65,795)

-

Net cash from financing activities

 

2,103,400

(2,191)

 

 

 

 

 

Cash flows from investing activities

 

 

 

Purchase of subsidiary undertaking

 

(503,000)

-

Net cash acquired with subsidiary undertaking

 

(115,436)

-

Acquisition of intangible and tangible assets

 

(58,145)

(49,300)

Interest received

 

 

336

4,135

Net cash from investing activities

 

(676,245)

(45,165)

 

 

 

 

 

 

 

Net increase in cash and cash equivalents

503,020

(996,700)

Cash and cash equivalents at start of period

 

497,400

2,144,209

Cash and cash equivalents at end of period

 

1,000,420

1,147,509

 

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Interim Report

1.  General information

 

The Company was incorporated in England and Wales on 2 March 2016 as a public limited company. The Company's registered office is located at PO Box 501, The Nexus Building, Broadway, Letchworth Garden City, Hertfordshire, SG6 9BL.

 

The Group provides a range of telecoms services primarily targeted at the UK SME market.  Services offered by the Group include business broadband, fibre, Ethernet First Mile and Ethernet data services, business mobile phones, cloud PBX and SIP Trunking and traditional services (calls and lines) all of which are delivered and managed through Merlin, the Group's proprietary software platform.

 

On 15 April 2016, the Company entered into four share for share exchange agreements with David Breith pursuant to which the Company acquired the entire issued share capital of each of Toople.com Limited, Toople Finance Limited, Toople Management Services Limited and AskMerlin Limited (together the "Subsidiaries") in consideration for the issue and allotment to David Breith of 39,000,000 ordinary shares in the Company.

 

The Directors consider the substance of the acquisition of the Subsidiaries by the Company to have been a reverse asset acquisition by the Subsidiaries and that the substance of the Subsidiaries was that of a single business under common ownership and control.  Further, the Directors consider that the Company did not meet the definition of a business set out in IFRS3 'Business combinations'.  As a consequence, the Directors consider that the transaction which gave rise to the formation of the Group fell outside the scope of IFRS3 and have applied the business reorganisation principles of UK GAAP to account for the combination.  The consolidated financial statements therefore present the combination as a continuation of the combined financial information of the Subsidiaries with no goodwill arising on the transaction. 

 

2.  BASIS OF PREPARATION

 

(a)  The interim, condensed, unaudited financial statements for the period ended 31 March 2020 have been prepared in accordance with IAS 34 Interim Financial Reporting.  They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual consolidated financial statements as at the year ended 30 September 2019.  The results for the period ended 31 March 2020 are unaudited. 

 

The condensed unaudited consolidated financial statements for the period ended 31 March 2020 have adopted accounting policies consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 30 September 2019 with the adoption of IFRS 16 during the period.

 

The Group is not subject to seasonal fluctuations in operations.

 

(b)  New and amended standards adopted by the Group

 

IFRS 16 became applicable during the current reporting period. The Group reviewed all its leasing arrangements that were in existence as at 1 October 2019. No contracts that were previously classified as operating leases  needed to be recognised as lease liabilities in the 1 October 2019 balance sheet.

 

Following the acquisition of DMSL Holding 2017 Limited, one contract has been identified as an operating lease which needed to be identified as a lease liability. Consequently, during the period the Group identified the following new accounting policies.

 

Leases

Leases are recognised as a right-of-use asset and a corresponding lease liability at the date at which the asset is available for use by the Group.

 

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments.

 

· Fixed payments (including in-substance fixed payments), less any lease incentives receivable;

·  Variable lease payments that are based on an index or rate, initially measured using the index or rate at the  commencement date;

· Amounts expected to be payable by the Group under residual value guarantees;

· The exercise price of a purchase option if the Group is reasonably certain to exercise that option; and

· Payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

 

Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.

 

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

 

Lease payments are allocated between principal and finance cost. The finance cost is charged to the Income Statement over the lease period.

 

Right-of-use assets are measured at cost which comprises the following:

 

· The amount of the initial measurement of the lease liability;

· Any lease payments made at or before the commencement date less any lease incentives received;

· Any initial direct costs; and

· Restoration costs

 

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset's useful life.

 

Payments associated with short-term leases (less than 12 months) and all lease of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Low-value assets comprise office equipment and furniture acquired as part of the acquisition of DMS Holding 2017 Limited.

 

3.  CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

 

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the group's accounting policies.

 

This note provides an overview of the areas that involved a higher degree of judgment or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be wrong. Detailed information about each of these estimates and judgments is included together with information about the basis of calculation for each affected line item in the financial statements.

 

The area involving significant estimates or judgments is:

 

· Going concern

 

At 31 March 2020 the Group had £1,000,420 of cash and net assets of £1,359,629.

 

The going concern basis of accounting has been applied based on management's consideration of financial projections and business plan for the business. These include a number of forward looking assumptions about the future growth in the customer base.

 

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectation of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances.

 

· Estimated impairment of goodwill

 

The determination of fair values of assets acquired and liabilities assumed in a business combination involves the use of estimates and assumptions such as the discount rates used and valuation models as well as goodwill allocation. Goodwill has a carrying value of £665,957 as at 31 March 2020 (30 Sept 2019: nil) following the acquisition of DMS Holding 2017 Limited. The carrying value of this goodwill will be subject to an annual impairment review.

 

 

 

· Provision for bad and doubtful debts

 

Given the micro-SME market within which the Group operates, the Group is susceptible to bad and doubtful debts, as noted in the Group's Financial Statements to 30 September 2019.  The Board has taken a comprehensive review of the outstanding debts as at 31 March 2020 to assess the recoverability of the debt and any provisions that may be required however judgement is needed in making these assessments. In performing this review, the Board has taken into account the following matters when performing this estimate:

· Any cash receipts from customers post year end

· Age of debt

· Segmentation of the customer base between B2B and B2C customers to assess degree of recoverability and payment trends on the two segments

· Discussions with the Group's third party professional debt collection agents to assess underlying reasons for non-payment, contact rate with customers, payment plans made with customers, their overall view on the recoverability of the debtor book and over what time frame and the expected realisable value if the debtor book were sold to a third party, given its segmentation and ageing profile.

 

Taking into account the above factors, the impairment provisions made range between 20-50% of the balance outstanding. The estimates and assumptions used to determine the level of provision will continue to be reviewed periodically and could lead to changes in the impairment provision methodology which would impact the income statement in future years.

 

4.  Business Segments

 

For the purpose of IFRS 8 the chief operating decision maker ("CODM") is the Board of Directors.  The Directors are of the opinion that the business comprises a single economic activity, being the provision of telephony services and that currently this activity is undertaken solely in the United Kingdom.  All of the income and non-current assets are derived from the United Kingdom.  The Company has a single customer that, in the reporting period, amounted to more than 5% (2019 10%) of the Company's revenue; revenue generated from this customer amounted to £78,206 (2019 £277,309).  At meetings of the Directors, income, expenditure, cash flows, assets and liabilities are reviewed on a whole Group basis.  Based on the above considerations there is considered to be one reportable segment only, namely telephony services.

 

Therefore, the financial information of the single segment is the same as that set out in the consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes to equity and the consolidated statement of cash flows.

 

5.  EARNINGS PER SHARE

 

The calculation of earnings per share is based on the following loss and number of shares: 

 

 

Period Ended

31 Mar 2020

Period Ended 

31 Mar 2019

 

£

£

Loss for the year from continuing operations

(1,057,353)

(843,579)

 

 

 

Weighted average number of shares in issue

1,701,993,019

954,380,559

 

 

 

Basic and diluted earnings per share

(0.06p)

(0.09p)

 

As detailed in note 1, the consolidated financial statements present the combination as a continuation of the combined financial information of the Subsidiaries with no goodwill arising on the transaction. Basic loss per share is calculated by dividing the loss for the period from continuing operations of the Company by the number of ordinary shares in issue during at the period end.

 

The Company has in issue 1,533,358,131 warrants at 31 March 2020. The inclusion of the warrants in the number of shares in issue would be anti-dilutive and therefore they have not been included.

 

6.  SHARE CAPITAL

 

 

31 Mar 2020

30 Sept 2019

 

No.

£

No.

£

Allotted and fully paid

 

 

 

 

Ordinary shares

3,520,051,135

2,347,874

954,380,559

636,572

 

 

 

 

 

 

 

  Ordinary shares

Share Capital

Share Premium

 

 

No.

£

£

Share capital

 

 

 

 

 

 

 

 

 

At 1 October  2019

 

1,143,589,455

762,774

5,412,561

Share issue

 

2,376,461,680

1,585,100

791,362

Share issue costs

 

-

-

(265,800)

Share based payment charge on warrants issued charged to share premium

 

 

 

(643,109)

At 31 March 2020

 

3,520,051,135

2,347,874

5,295,014

 

On 19 February 2020 the Company placed 1,200,000,000 ordinary 0.0667p shares at a subscription price of 0.1p per share. Commissions of £79,205 were payable to the brokers at the time and this has been recognised against share premium. At the same time the Company issued 126,461,680 shares at the same subscription price to the Directors of the Company to settle £126,462 of unpaid fees owed to them and on the same date 1,050,000,000 shares were issued at the same subscription price in relation to the acquisition of DMS Holding 2017 Limited.

 

Warrants

 

On 19 February 2020 the Company issued warrants over 1,492,360,840 ordinary shares as follows:

 

· 63,230,840 warrants to the two Non-Executive Directors and one executive Director to subscribe for one new ordinary share at £0.001 per share at any time during the period commencing on the second anniversary of Admission ("Vesting Date") and at the second anniversary of the Vesting Date, a vesting condition of the warrants was that the holder is a Director of the Company on the date of vesting;

 

· 600,000,000 warrants to the subscribers to the placing to subscribe for one new ordinary share at £0.001 per share at any time during the period commencing on admission and expiring at midnight on the second anniversary thereof save that in the event that the closing price of the ordinary shares is equal to or in excess of £0.001 pence for 10 consecutive trading days then the Company may serve notice on the warrant holders requesting that they exercise their warrants within 14 days in lieu of which they shall lapse; and

 

· 5,000,000 warrants to Cairn Financial Advisers to subscribe for one new ordinary share at £0.001 per share at any time during the period commencing on admission and expiring at midnight on the second anniversary thereof; and

 

· 74,130,000 warrants to the Company's brokers to subscribe for one new ordinary share at £0.001 per share at any time during the period commencing on admission and expiring at midnight on the second anniversary thereof; and

 

· 750,000,000 warrants to the Company's loan note providers to subscribe for one new ordinary share at £0.001 per share at any time during the period commencing on admission and expiring at midnight on the second anniversary thereof.

 

 

 

 

The inputs to the Black-Scholes model were as follows:

 

Warrants granted

1,492,360,840

Stock price

0.1p

Exercise price

0.1p

Risk free rate

0.5%

Volatility

101%

Time to maturity

2 years

 

The fair value of the warrants issued to the subscribers to the placing, to Cairn Financial Advisers, the Company's brokers and the Company's loan note providers amounting to £643,109 has been recognised in share premium on the basis they were issued for services relating to the placing. The fair value of the warrants issued to the Directors has been charged to the income statement evenly over the vesting period resulting in a charge in the current period of £1,778

 

 

7.  TRADE AND OTHER PAYABLES

 

 

31 Mar 2020

30 Sept 19

 

£

£

Trade payables

831,490

516,348

Social Security and other taxes

169,169

123,510

Other payables

130,567

22,613

Lease liabilities

60,984

-

Accruals and deferred income

423,674

318,022

 

1,615,884

980,493

 

 

 

 

2020

2019

 

£

£

Non - current liabilities

 

 

Lease liabilities

40,649

 

 

Borrowings

1,186,872

-

 

1,227,521

-

 

Financial liabilities, with the exception of the borrowings and lease liabilities, are all considered to be repayable within 30 days.

 

On 19 February 2020 the Company issued a loan note instrument constituting zero coupon secured loan notes for a face value of £1,625,000 with a maturity date of 31 December 2022. The Loan Note Instrument contains customary warranties, financial and other covenants and events of default. The Loan Note Instrument also contains information rights and board observer rights for the noteholders. The loan notes constituted under the Loan Note Instrument are repayable on the maturity date or in the event of the occurrence of an event of default. The loan notes constituted under the Loan Note Instrument are secured by a debenture over the assets of the Group.  Costs associated with the issue of the loan note amounting to £65,795 are being amortised over the life of the loan note.

 

 

 

8.  RELATED PARTY TRANSACTIONS

 

 

6 months to

31 Mar 20

6 months to

31 Mar 19

 

£

£

Goods/services purchased from Dotfusion Limited

36,000

39,120

Goods/services purchased from Highlees Consulting Limited

13,333

-

Goods/services purchased from KBL Consulting Limited

28,252

16,450

 

77,585

55,570

 

Mr Piotr Kwiatkowski is the owner of Dotfusion and is a shareholder in Toople Plc.

 

Mr Richard Horsman is the owner of Highlees Consulting Limited and is a shareholder in Toople Plc and non-executive Chairman.

 

Mr Kevin Lawrence is the owner of KBL Consulting Limited and is a shareholder in Toople Plc and Chief Financial Officer.

 

9.  ACQUISITION OF DMS HOLDINGS 2017 LIMITED

 

In February 2020, the Company acquired 100 percent of the shares in DMS Holding 2017 Limited. The consideration for the Acquisition was £1.56 million, to be satisfied by a cash payment of £376,000, the issue of 1,050,000,000 new Ordinary Shares in Toople (the "Consideration Shares") at the Placing Price, and the issue of Options to acquire up to 800,000,000 new Ordinary Shares subject to the achievement of earn out considerations over the next three years.

 

The following table summarises the recognised amounts of assets and liabilities assumed at the date of acquisition. These amounts are preliminary at this stage and may be subject to revision:

 

 

£

Intangible assets

561,000

Tangible assets

35,323

Deferred tax assets

53,906

Trade and other receivables

665,703

Prepayments and accrued income

175,658

Cash and cash equivalents

1,404

Trade and other payables

(369,717)

Accruals and deferred income

(119,394)

Short term borrowings and loans

(116,840)

Total identifiable net assets acquired

887,043

 

 

Satisfied by:

 

Issue of shares

1,050,000

Cash

376,000

Costs of acquisition

127,000

 

1,553,000

Goodwill

(665,957)

 

887,043

 

An adjustment has been made to reflect the initial accounting for the acquisition of DMS Holding 2017 Limited, by the Company, being the elimination of the investment in DMS Holding 2017 Limited against the non-monetary assets acquired and recognition of goodwill. The Company has made a preliminary assessment of the fair value of net assets acquired pursuant to the acquisition of DMS Holding 2017 Limited, via a Purchase Price Allocation ("PPA") exercise. The PPA's determined a decrease of £561,000 of goodwill in DMS Holding 2017 Limited with the corresponding movement to be recognised as customer contracts and developed technology. The amortisation period for customer contracts and developed technology has been assessed as 6 years and 5 years respectively. Amortisation of intangible assets is included in administrative expenses in the Income Statement.

 

10.  SUBSEQUENT EVENTS

 

The Board does not believe there are any subsequent events requiring further disclosure or comment.

 

 


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