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Half-year Results

In brief · summary, not quotable

Interim revenue fell to $1.18m from $3.11m due to U.S. government budget delays and SocialCyber platform focus.

  • Revenue $1.18m (prior $3.11m)
  • Loss before taxation $1.87m (prior $1.01m)
  • Cash at period end $135,725 (prior $341,543)
  • Net liabilities $1.51m (prior $61,126)
Full announcement

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Narf Industries plc ("Narf", the "Company", or the "Group") (LSE: NARF), the cybersecurity group specializing in high-end threat intelligence and critical infrastructure security, today announces its unaudited results for the six months ended 30 September 2024 ("HY2024").

HY2024 Overview

  • As previously outlined (see RNS dated 7 November 2024), the Company experienced a decline in revenues, reflecting temporary U.S. government budget delays and a strategic focus on accelerating the development and commercialization of the innovative SocialCyber platform.
  • Revenue for the period was $1.18 million (HY2023: $3.11 million) representing a shift in focus toward long-term growth initiatives.
  • Proactive measures were implemented to optimize costs and ensure financial flexibility:

o A restructured team achieved annual base salary savings of $900k, aligning resources to drive SocialCyber business growth.

o Senior management contributed to $500,000 in cash flow savings through salary waivers and cost deferrals.

  • Financial stability was maintained, with cash at period end totalling $135,725 (HY2023: $341,543).
  • Secured a significant $1.3 million DARPA SocialCyber contract (see RNS dated 27 August 2024).

Post-period highlights

  • Notified by current government customer of selection for $5+ million multi-year contract award, negotiations pending, with award anticipated in Q1 2025.
  • Strengthened liquidity by agreeing to increase the CEO's working capital loan facility from $2.5 million to $3 million, ensuring continued operational support.

Executive Chairman John Herring said: "Despite the challenges, we successfully transitioned to a higher-value business model centred around our SocialCyber platform with recurring revenue potential. With significant contract wins and promising opportunities ahead, the Company is well-positioned to deliver exceptional value through this innovative approach while maintaining disciplined financial management."

Directors

The following directors held office during the period:

Steven Bassi Chief Executive Officer

John Herring Executive Chairman

Albert Hawk Non-Executive Director

Going Concern

The Directors' assessment of going concern is detailed in Note 2.

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the Group remain those detailed in the consolidated report and accounts for the fifteen month period ended 31 March 2024, a copy of which is available on the Company website at https://narfgroup.com/investor-relations/corporate-document. The Board considers that these remain a current reflection of the risks and uncertainties facing the business for the remaining six months of the financial year.

By order of the Board

Steve Bassi

Chief Executive

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

6 months6 months15 months
endedendedended
30 September30 September31 March
202420232024
NoteUS$US$US$
Continuing operations
GR &D Revenue1,131,9262,092,5524,509,908
GS & S Revenue50,0001,016,7483,012,545
Commercial Revenue--49,000
Total revenue1,181,9263,109,3007,571,453
Sub-contractors(193,454)(485,089)(1,092,696)
Operating expenses(2,363,470)(2,494,885)(6,313,660)
(Loss)/profit before depreciation and software licence amortisation, share based payments, interest and taxes(1,374,998)129,325165,097
Depreciation and software license amortisation(197,842)(297,750)(509,756)
Other share based payment expense(250,136)(837,931)(1,023,074)
Operating loss(1,822,976)(1,006,356)(1,367,733)
Interest receivable and other finance income--13
Finance costs(45,940)(4,189)(71,258)
Loss before taxation(1,868,916)(1,010,545)(1,438,979)
Corporate tax-(12,000)(15,248)
Loss for the period(1,868,916)(1,022,545)(1,454,227)

Other comprehensive income

Items that may be reclassified subsequently to profit or loss:

6 months6 months15 months
endedendedended
30 September30 September31 March
Exchange differences on parent company operations37,143645,73054,756
Total comprehensive loss for the period attributable to the owners of the company(1,831,773)(376,815)(1,399,471)
Earnings per share
Earnings per share (basic and diluted) attributable to the equity holders (cents)3(0.11)(0.06)(0.09)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As atAs atAs at
30 September30 September31 March
202420232024
NoteUS$US$US$
NON-CURRENT ASSETS
Intangible assets1,058,7521,353,0231,198,096
Right of use asset16,81991,15542,981
Tangible assets---
1,075,5711,444,1781,241,077
CURRENT ASSETS
Trade and other receivables443,944408,186605,544
Cash and cash equivalents135,725341,543654,365
579,669749,7291,259,909
TOTAL ASSETS1,655,2402,193,9072,500,986
CURRENT LIABILITIES
Trade and other payables3,164,2162,255,0332,739,573
TOTAL LIABILITIES3,164,2162,255,0332,739,573
NET LIABILITIES(1,508,974)(61,126)(238,587)
EQUITY
Share capital4204,012204,012204,012
Share premium435,454,12235,180,22335,294,816
Reverse acquisition reserve(16,747,959)(16,747,959)(16,747,959)
Foreign exchange reserve48,488(634,385)11,345
Share based payment reserve1,885,7151,398,8741,483,635
Retained deficit(22,353,352)(19,461,891)(20,484,436)
TOTAL EQUITY(1,508,974)(61,126)(238,587)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
ShareShareFXShare-basedReverseRetainedTotal
CapitalPremiumReservePaymentAcquisitionDeficit
ReserveReserve
US$US$US$US$US$US$US$
AS AT 1 OCTOBER 2023204,01235,180,223(634,385)1,398,874(16,747,959)(19,461,891)(61,126)
Loss for the period-----(1,022,545)(1,022,545)
Foreign exchange loss on conversion of subsidiary--645,730---645,730
Total comprehensive loss for the year--645,730--(1,022,545)(376,815)
Share based payments-199,354--199,354
Cancellation of warrants-114,593-(114,593)---
AS AT 31 MARCH 2024204,01235,294,81611,3451,483,635(16,747,959)(20,484,436)(238,587)
Loss for the period-----(1,868,916)(1,868,916)
Foreign exchange gain on conversion of subsidiary--37,143---37,143
Total comprehensive loss for the period--37,143--(1,868,916)(1,831,773)
Shares issue costs recovered-------
Options expired-159,306-(159,306)-
Share based payments---561,386--561,386
AS AT 30 SEPTEMBER 2024204,01235,454,12248,4881,885,715(16,747,959)(22,353,352)(1,508,974)
CONSOLIDATED STATEMENT OF CASH FLOWS
6 months6 months15 months
endedendedended
30 September30 September31 March
202420232024
US$US$US$
OPERATING ACTIVITIES
Loss for the period before interest and taxation(1,822,976)(1,006,356)(1,367,733)
Adjusted for:
Depreciation-10,66015,990
Amortisation of intangibles197,842197,842493,766
Amortisation of right of use asset26,162-48,173
Unrealised foreign exchange adjustment289,895301,586(16,408)
RTO and other share-based payment expenses250,136-1,023,074
Operating cash flow before movements in working capital:(1,058,941)(496,268)196,862
Decrease in trade and other receivables161,600676,418129,699
(Decrease)/Increase in trade and other payables(439,580)208,012(153,502)
Net cash generated from/(used in) operating activities(1,336,920)388,162173,059
FINANCING ACTIVITIES
Costs recovered/(paid) related to share issues-106,162106,162
Amounts (repaid to)/received from Director864,221(176,856)(22,500)
Decrease in vehicle financing loan-(22,312)(22,312)
Net interest (paid)/received(45,940)(4,189)(7,547)
Net cash (outflow)/inflow from financing activities818,281(97,195)53,803
Taxation paid--(15,248)
Net increase/(decrease) in cash and cash equivalents(518,640)290,967211,614
Cash and cash equivalents at beginning of the period654,36550,576442,751
Cash and cash equivalents at end of the period135,725341,543654,365

Notes to the CONSOLIDATED Financial Statements

interim results to 30 SEPTEMBER 2024

Organisation and Trading Activities

The principal activity of Narf Industries plc (the "Company'') together with its operating subsidiaries (together, the "Group") is high-end threat intelligence. Its strategy is focussed on building a group capable of offering cybersecurity solutions in the US and beyond. The Company is domiciled in the United Kingdom and incorporated and registered in England and Wales as a public limited company. The Company's registered office is 5 Fleet Place, London EC4M 7RD. The Company's registered number is 11701224.

Summary of Significant Accounting Policies

The principal accounting policies adopted and applied in the preparation of these interim Group Financial statements are set out below.

These have been consistently applied to all the periods presented unless otherwise stated:

Basis of accounting

These interim financial statements of Narf Industries plc (the "Group") have been prepared in accordance with UK adopted international accounting standards ("UK-adopted IAS") applied in accordance with the provisions of the Companies Act 2006.

The interim financial statements have been prepared under the historical cost convention on the basis of the accounting policies as set out in the Group's audited annual financial statements and are presented in US Dollars, the presentational and functional currency of the Group. The Group has applied IAS 34 in the preparation of these interim financial statements.

This announcement was approved and authorised by the Board of directors on 18 December 2024. Copies of this interim report can be found on the Company's website at https://narfgroup.com/investor-relations/corporate-document

These condensed interim financial statements for the six months ended 30 September 2024 are unaudited and do not constitute fully prepared statutory accounts. The comparative figures for the fifteen-month period ended 31 March 2024 are extracted from the 2024 consolidated financial statements of the Company. The independent auditor's report on the 2024 financial statements opinion was qualified principally due to the inability to gain sufficient and appropriate audit evidence in respect of the opening balances at 1 January 2023.

Going concern

Any consideration of the foreseeable future involves making a judgement, at a particular point in time, about future events which are inherently uncertain. The Directors have prepared cash flow forecasts covering the period to 31 December 2025. The Chief Executive has agreed not to demand repayment of his loan until the Group has sufficient cash resources to repay it, whilst those members of senior management who have accepted salary deferrals have agreed to defer until revenues are sufficient for the Group to settle the outstanding amounts. The forecasts, accordingly, indicate that the Group will have sufficient cash resources to meet all foreseeable liabilities, other than those relating to the loan to the Chief Executive and salary deferrals, through to a period which is at least twelve months after the issue of these condensed interim financial statements.

Accordingly, the Directors have a reasonable expectation that the Group will be able to meet any future obligations and thus to continue operating for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the interim financial statements.

Basis of consolidation

The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date following the acquisition in March 2022.

Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity, has the rights to variable returns from its involvement with the investee and has the ability to use its power to affect its returns. The results of subsidiaries acquired or sold are included in the financial information from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into line with those used by the Group. All intra-Group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

The Financial Statements consolidate the financial information of the Company and companies controlled by the Group (its subsidiaries) at each reporting date.

EARNINGS PER SHARE

The basic earnings per share is based on the loss for the period divided by the weighted average number of shares in issue during the period. The weighted average number of ordinary shares for the Company the period ended 30 September 2024 assumes that all shares have been included in the computation based on the weighted average number of days since issue. Since the Group has made a loss in the current and each of the prior periods, the options in issue are not dilutive.

Six months to 30 Sept 2024 US$Six months to 30 Sept 2023 US$15 months to 31 Mar 2024 US$
Loss attributable to owners of the Group :(1,831,773)(1,022,545)(1,454,227)
Weighted average number of ordinary shares in issue for basic earnings1,697,381,1001,697,381,1001,697,381,100
Weighted average number of shares in issue for fully diluted earnings1,697,381,1001,697,381,1001,697,381,100
LOSS PER SHARE (CENTS PER SHARE)(0.11)(0.06)(0.09)
BASIC AND FULLY DILUTED:
- from continuing and total operations (cents)(0.11)(0.06)(0.09)
3. SHARE CAPITAL AND SHARE PREMIUM
The following table is presented in US Dollar equivalents:
Ordinary shares of £0.0001 each NumberShare Capital $Share Premium $
At 1 October 20231,697,381,000204,01235,180,223
At 31 March 20241,697,381,000204,01235,294,816
At 30 September 20241,697,381,000204,01235,454,122

POST PERIOD END EVENTS

There were no significant events subsequent to the balance sheet date which have any bearing on these interim financial statements.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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