CATENA GROUP PLC
INTERIM REPORT AND CONDENSED FINANCIAL
STATEMENTS
Twelve months ended 31 December 2020
31 March 2021
Chairman’s Statement
Catena Group plc (“Catena” or the “Company”), the AIM listed holding company, is pleased to announce its
interim results for the 12 months ended 31 December 2020.
Chairman’s Statement and Chief Executive’s Review
We are pleased to provide these interim results and update for the 12 month-period ended 31 December
2020. These results are being released in an interim format due to the Company’s decision to change its
accounting reference date from 31 December to 31 March. The Company will release audited results for the
15 months ending 31 March 2021 by 30 September 2021.
In January 2020, the Company announced its new strategic focus on artificial intelligence and machine
learning. In the last year, significant progress has been made to implement this strategy, with an initial
investment in Insight Capital Partners Limited (“Insight”) in March 2020 and extensive progress toward the
announced potential acquisition of Insight in the past months.
Also in this time, and as an indication of the investor support for the new strategy, Catena has completed
two successful fundraises, raising £2.3 million to support its initial investment in Insight and for general
working capital purposes.
As a result of the Covid-19 pandemic and the closure of schools for much of the year, trading has been
severely impacted at the Group’s school sport coaching subsidiary, Sport in Schools Limited (“SSL”). This has
had an adverse impact on profitability and cash flow. However, SSL has taken aggressive action to reduce
costs and utilise the various Government support schemes. Due to these efforts and that of a committed and
industrious SSL team, the business is well positioned to recover as schools have re-opened and restrictions
continue to be lifted. The directors would like to thank the SSL staff for their extraordinary work during these
challenging times.
For the 12 months ended 31 December 2020 we are reporting a total comprehensive loss of £0.5 million (31
December 2019: loss £0.2 million). The directors are not recommending the payment of a dividend.
Balance Sheet and Fundraising
Despite operational challenges at the Group’s Sport In Schools business, a combination of taking advantage
of various Government Covid-19 initiatives together with two successful fundraises, has left the Group with
a relatively strong balance sheet as at the period end. The Group had net current assets of £0.9 million (2019:
£0.5 million) and cash of £1.0 million (2019: £0.6 million).
During the twelve-month period, Catena successfully conducted two fundraises. More recently in September
2020, Catena conducted an equity subscription raising gross proceeds of £0.8 million (priced at 50 pence per
ordinary share), the proceeds being used for ongoing working capital purposes of the Group. Earlier in the
year in March 2020, Catena raised £1.5 million comprising equity subscription raising gross proceeds of £1.0
million (priced at 25 pence per share) and £0.5 million of convertible loan notes, the proceeds being used to
fund Catena’s £1.5 million initial investment in Insight Capital Partners Limited (“Insight”).
Post period end, in March 2021, a total of 1.5 million warrants, previously issued in 2018, were exercised
resulting in additional proceeds to the Company of approximately £0.3 million and the issue of 1,500,000
new ordinary shares in the Company.
On 8 March 2021, the Company entered into a short-term shareholder loan with Insight to support the
ongoing product development as work on the proposed acquisition of Insight continues (the “Loan”). The
Loan provides a facility to Insight for up to £400,000, is unsecured and is repayable on demand at any time.
The Loan may be drawn down by Insight in part or in full and attracts an interest rate of 3% above the Bank
of England’s Bank Rate. Interest is accrued daily and payable on the repayment date.
Insight Capital Partners Limited (“Insight”)
In March 2020, Catena acquired a 9.1 per cent. interest in the issued share capital of Insight for £1.5 million
cash. At the time of the investment, Catena was also granted an option to increase its shareholding in Insight
Chairman’s Statement
to 30.9 per cent. of Insight’s fully diluted ordinary share capital. This investment is recognised as a non-
current investment measured at cost in the balance sheet.
In September 2020, the Company announced that it had begun discussions with respect to Catena potentially
acquiring the balance of the issued share capital of Insight
Pantheon Leisure Plc (“Pantheon”)
Catena holds 85.87% of the issued share capital of Pantheon which in turn owns 100% of The Elms Sport in
Schools (“SSL”). Pantheon as a group made a small profit of £3k for the 12- month period ended 31 December
2020 (31 December 2019: loss £36k). Pantheon’s results are consolidated into the group accounts of Catena.
Sports in Schools Limited (“SSL”)
SSL turnover fell by 48% in the 12-month period to £0.9 million (2019: £1.7 million). The decrease is
attributable to school closures in March 2020 brought on by the Covid-19 pandemic. As a result, the profit
recognised in this 12- month period was £53k compared with £120k for the prior year.
As previously set out in our 30 June 2020 Interim Results and 2019 Annual Report, SSL has taken aggressive
action to reduce costs, claim under the Government job support schemes and secured further funds under
the Coronavirus Business Interruption Loan Scheme (CBILS). These actions enabled the business to resume
operations as schools re-opened in the autumn. As a result, revenue recovered at the end of 2020, although
some activities, such as after-school clubs, were slow to resume, thus preventing a full return to pre-Covid-
19 revenue levels. The renewed school closures from the start of 2021 have continued to negatively affect
revenue. However, the various government support schemes and earlier corporate actions have mitigated
the financial exposure to the business.
With schools now re-opened and many activities continuing to return, albeit slowly, to pre-pandemic levels,
the directors are hopeful that SSL revenue will soon recover.
Corporate governance code
In accordance with the AIM Rules regarding corporate governance our Interim Report and Company website
reflect compliance with (and any departures from) the guidance set out in the QCA Corporate Governance
Code.
Prospects and investment opportunities
As announced on 8 March 2021, Catena is at an advanced stage in the proposed acquisition of Insight Capital
Partners Ltd (“Insight”), the data science and machine learning solutions company. The directors expect to
publish an admission document shortly, which will include a circular to shareholders and notice of a general
meeting to approve, among other things, the proposed acquisition of Insight. The directors are pleased with
the progress made both on the acquisition as well as business and product development at Insight in
preparation for the enlarged company following acquisition. Upon completion of the acquisition of Insight,
and pending shareholder approval, the Company intends to change its name to Insig AI Plc in order to better
represent the new operational focus of the enlarged group.
M Farnum- Schneider
Chief Executive and Interim Chairman
31 March 2021
Consolidated statement of comprehensive income for 12 months ended 31 December 2020
Unaudited 6
months -1 July
to 31 December
2020
Unaudited
12 months
ended 31
December 2020
Unaudited 6
months -1 July
to 31 December
2019
Audited
Year ended 31
December
2019
£
£
£
£
Revenues from trading activity
Cost of revenues
433,603
(329,889)
883,133
(630,254)
739,839
(366,111)
1,683,272
(818,158)
Administrative expenses
(551,399)
(1,186,620)
(557,237)
(1,051,971)
103,714
252,879
373,728
865,114
Other operating income
Coronavirus Job Retention Scheme
and local government grants
Operating loss from continuing
activities
227,274
443,763
-
(220,411)
(489,978)
(183,509)
(186,857)
Finance income
Finance costs
112
(1,283)
540
(2,193)
690
(2,566)
1,273
(2,566)
Loss before taxation from
continuing activities
Taxation
Loss after taxation from
continuing activities
Loss for the year from
discontinued activities
(221,582)
-
(491,631)
-
(185,385)
-
(188,150)
-
(221,582)
(491,631)
(185,385)
(188,150)
(749)
(2,904)
(17,565)
(30,058)
Total comprehensive loss
(222,331)
(494,535)
(202,950)
(218,208)
Attributable to:
Owners of the company
Non- controlling interests
Loss per share (basic and diluted)
Loss from continuing activities per
share
Loss from discontinued activities
per share
(225,849)
3,518
(222,331)
(494,942)
407
(494,535)
(189,106)
(13,844)
(202,950)
(213,197)
(5,011)
(218,208)
(0.0055)p
(0.0125)p
(0.0050)p
(0.0053)p
(0.0001)p
(0.0001)p
(0.0004)p
(0.0010)p
Total loss per share
(0.0056)p
(0.0126)p
(0.0054)p
(0.0063)p
Statement of financial position as at 31 December 2020
Non- current assets
Unlisted investments (note 5)
Goodwill and patents
Property, plant and equipment
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
Current liabilities
Trade and other payables
Bank loan – (unsecured)
Lease commitments
Total current liabilities
Non-current liabilities
Bank loan (unsecured)
Borrowings (convertible unsecured loan notes)
Leasing obligations
Total non-current liabilities
Total liabilities
NET ASSETS
Equity
Share capital
Share premium
Merger reserve
Retained earnings
Equity attributable to owners of the company
Non-controlling interest
Unaudited
As at 31 December
2020
Audited
As at 31 December
2019
£
£
1,500,000
59,954
56,404
1,616,358
117,292
1,032,065
1,149,357
-
59,954
72,104
132,058
109,635
636,779
746,414
2,765,715
878,472
223,615
24,000
8,333
255,948
216,000
500,000
40,619
756,619
1,012,567
1,753,148
2,464,664
2,666,031
325,584
(3,639,664)
1,816,615
(63,467)
267,162
-
8,333
275,495
-
-
49,294
49,294
324,789
553,683
2,408,664
1,048,031
325,584
(3,164.722)
617,557
(63,874)
Total Equity
1,753,148
553,683
Consolidated statement of changes in equity for the 12 months ended 31 December 2020
Total equity at the beginning of year
Adjustment for the adoption of IFRS 16 in relation to leased assets
Issue of shares
Share issue costs
Share based payments
Loss for the period/year
Unaudited
Year ended
31 December
2020
£
Audited
Year ended
31 December
2019
£
553,683
-
1,800,000
(126,000)
20,000
458,300
8,591
290,000
(4,000)
19,000
(494,535)
(218,208)
At end of year
1,753,148
553,683
Consolidated statement of cash flows for the 12 months ended 31 December 2020
Operating cash flow
Profit from continuing activities
Profit from discontinued activities
Adjustments for:
Depreciation and amortisation
Finance income
Finance costs
Share based payments
Unaudited
12 months ended
31 December
2020
£
Audited
Year ended 31
December
2019
£
(491,631)
(2,904)
(494,535)
16,215
(540)
2,193
20,000
(188,150)
(30,058)
(218,208)
18,764
(1,273)
2,566
19,000
Operating cash flow before working capital movements
(456,667)
(179,151)
Increase in receivables
(Decrease)/Increase in payables
Net cash absorbed by operations
Cash flow from Investing activities
Purchase of investments
Property, plant and equipment acquired
Finance income
Net cash used in investing activities
Financing activities
Proceeds from share issues
Loan notes issued
Bank loan advanced
Finance costs
Repayment of leasing liabilities and borrowings
Net cash from financing activities
(7,657)
(43,547)
(19,875)
27,251
(507,871)
(171,775)
(1,500,000)
(515)
540
-
(3,180)
1,273
(1,499,975)
(1,907)
1,674,000
500,000
240,000
(2,193)
(8,675)
2,403,132
286,000
-
-
(2,566)
(8,302)
275,132
Net increase in cash and cash equivalents
395,286
101,450
Cash and cash equivalents and bank overdraft at the beginning of the
year
Cash and cash equivalents at the end of the year
636,779
535,329
1,032,065
636,779
Notes to the financial statements for the six months ended 12 December 2020
General information
Catena Group plc (the “Company”) is a company domiciled in England and its registered office address is 30 City Road,
London EC1Y 2AB. The condensed consolidated interim financial statements of the Company for the 12 months ended
31 December 2020 comprise the Company and its subsidiaries (together referred to as the “Group”).
The condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434
of the Companies Act 2006.
The financial information for the year ended 31 December 2019 has been extracted from the statutory accounts.
Although the auditors’ report on those statutory accounts was unqualified, the accounts included a material uncertainty
paragraph relating to Going Concern without qualifying their report which did not contain a statement under Section
498(2) or (3) of the Companies Act 2006. A copy of those accounts has been filed with the Registrar of Companies.
The Group has presented its results in accordance with the measurement principles set out in International Financial
Reporting Standards as adopted by the EU (“IFRS”) using the same accounting policies and methods of computation as
were used in the annual financial statements for the year ended 31 December 2019 with exception of the application
of new accounting standards. As permitted, the interim report has been prepared in accordance with the AIM rules for
companies but is not compliant in all respects with IAS34 ‘Interim Financial Statements’.
The condensed consolidated interim financial statements do not include all the information required for full annual
financial statements and therefore cannot be construed to be in full compliance with IFRS.
The condensed consolidated interim financial statements were approved by the board and authorised for issue on 31
March 2021.
2.
Impact of the Covid-19 pandemic
As indicated in our Interim Results for the six months ended 30 June 2020 and 2019 Annual Report, the school closures
resulting from the Covid-19 pandemic have negatively impacted revenues and profitability at its trading subsidiary, SSL.
Prior to the pandemic, forecast levels of turnover for 2020 were expected to result in increased profits in the current
year.
Throughout the pandemic, SSL has taken aggressive action to mitigate the financial impact of the pandemic by utilising
the Government’s Covid-19 financial assistance schemes. While revenue recovered at the end of 2020 due to the re-
opening of schools, some activities, including after-school clubs, have been slow to resume, thus preventing a full return
to budgeted revenue levels. However, SSL continued to take full advantage of the Government’s extended Covid-19
business support schemes and benefited from the actions taken earlier in the year to protect the business against school
disruptions or closures.
The renewed school closures from the start of 2021 have continued to negatively affect revenue. However, the
government support schemes and earlier corporate actions have continued to protect the business. With schools now
re-opened and many activities continuing to return, albeit slowly, to pre-pandemic levels the directors are hopeful that
SSL revenue and profitability will soon recover. However, as we have seen previously. the ongoing impacts of the global
pandemic continues to evolve and it is difficult for the directors to predict with certainty whether there will be further
restrictions to school operations and sporting activities that would once again affect SSL operations.
3.
Basic and diluted loss per share
Comprehensive loss per share for the six months ended 31 December 2020 has been calculated on the comprehensive
loss attributable to owners of the Company of £225,849 and on the weighted average number of shares in issue during
the period of 40,488,414.
Comprehensive loss per share for the 12 months ended 31 December 2020 has been calculated on the comprehensive
loss attributable to owners of the Company of £494,942 and on the weighted average number of shares in issue during
the period of 39,317,150.
Notes to the financial statements for the six months ended 12 December 2020
Comprehensive loss per share for the six months to 31 December 2019 has been calculated on the comprehensive loss
attributable to owners of the company of £189,106 and on the weighted average number of shares in issue during the
period of 35,222,841.
Comprehensive loss per share for the year ended 31 December 2019 has been calculated on the comprehensive loss
attributable to owners of the company of £213,197 and on the weighted average number of shares in issue during the
year of 34,438,352.
In view of group losses for all periods, share options and warrants to subscribe for ordinary shares in the Company are
anti-dilutive and therefore diluted earnings per share information is not presented.
4.
Business segment analysis
Turnover
Sports and Leisure
Social media – discontinued activity
Segmental operating profit/(loss)
Sports and Leisure
Social media – discontinued activity
Group operating expenses
Operating loss
Finance income
Finance costs
Unaudited 6
months -1 July
to 31
December
2020
Unaudited
12 months
ended 31
December
2020
Unaudited 6
months -1 July
to 31
December
2019
Audited
Year ended 31
December
2019
433,603
-
433,603
883,133
-
883,133
739,839
30
739,869
1,683,272
71
1,683,343
51,750
(749)
51,001)
(272,161)
53,109
(2,904)
50,205
(543,087)
(92,915)
(17,565)
(110,480)
(90,594)
20,215
(30,058)
(9,843)
(207,072)
(221,160)
(492,882)
(201,074)
(216,915)
112
(1,283)
540
(2,193)
690
(2,566)
1,273
(2,566)
Loss before tax from all activities
Taxation
(222,331)
-
(494,535)
-
(202,950)
-
(218,208)
-
Loss after tax from all activities
(222,331)
(494,535)
(202,950)
(218,208)
5.
Investments
In March 2020, the company acquired a 9.1% interest in the ordinary share capital of Insight for £1,500,000 in line with
the strategy to focus on investing in quality fast growing companies. In 2020, the Company began discussions with
respect to Catena acquiring the balance of issued share capital of Insight, the announcement of which on 3 September
2020 resulted in the Company’s ordinary shares being suspended from trading on AIM. Good progress continues to be
made on the proposed acquisition. Further details will be provided in the Company’s admission document in respect
of the proposed acquisition, which the directors expect to publish in due course.