Corporate Update

About this update from Narf Industries Plc

  THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.   25 January 2024 NARF INDUSTRIES PLC   Corporate Update   Six month & 12 Month unaudited financial results ending December 31, 2023 Key Appointments & Other Matters   Narf Industries plc ("NARF", the "Company", or the "Group") (LSE: NARF) (OTCQB: NFIN.F), the cybersecurity group specializing in high-end threat intelligence and critical infrastructure security, is pleased to provide an update with regards to its corporate activities.    OVERVIEW   Financials ·    Year Over Year revenue growth of 130% ·    Up from $2.5 million in CY22 to $6.0 million in CY23 ·    EBITDA positive, improving from CY22 loss of $2.6 million ·    Ending cash and short-term receivables $1.4 million, up from $1.2 million prior year   Appointments ●     Nick Davis as COO  ●     Neil Warrender as CFO ●     Albert Hawk as a Non-executive Director ●     Haysmacintyre LLP as auditor   Other Matters ●     Change of fiscal year end ●     Board member and auditor resignation   John Herring, Executive Chairman of Narf said: "We've successfully worked the past nine months to complete the transition from a private and entrepreneurial led venture to the main operating business of an LSE listed company.  Our financial results exceeded our market guidance, and we enter CY24 with strong business momentum and upside potential.  My thanks to the entire NARF team.    "The appointments made here acknowledge those who did the heavy lifting during the transition and those joining who set a solid foundation for our corporate governance and financial accountability in this exciting new phase.   Prior to co-founding NARF, our COO Nick Davis led the Threat Analysis and Network Forensics Department at the Navy Cyber Defense Operations Command where he managed and coordinated a team of over a hundred employees and contractors responsible for the defense of the Navy's global IT infrastructure.   Our CFO Neil Warrender brings multi-decade experience as a UK qualified chartered accountant, a non-executive director and company secretary for main market LSE listed companies.   We are pleased to have Mr. Albert "Bud" Hawk join our Board.  He leads a globally diversified and strategic advisory US firm with funds under management and transactions exceeding $1 billion and has extensive board and leadership experience in publicly traded and private equity businesses.   We are also pleased to welcome Haysmacintyre LLP as our new auditors. Throughout the selection process its team showed a profound understanding of our high-tech business and the sensitivity of customer information, a priority in our criteria for a trusted auditing partner."   Steve Bassi, CEO of Narf said : "I would like to thank John for stepping in the past year to help me drive this transition. It enabled me and the team to stay laser focused on meeting our customer mission and research needs and delivering on these aggressive growth objectives.  Importantly, we are leveraging these non-dilutive funds to fuel next-gen products as we move to expand into commercial markets."   OTHER MATTERS   Change of Accounting Period The Company has changed its Accounting Period from the calendar year to a fiscal year ending on 31 March. This avoids the peak period when auditors prioritize larger accounts and ensures we have access to high-quality resources for an efficient and thorough audit process.   Resignations Rory Heier resigns from the Board concurrent with this announcement.  The Board wishes to thank Rory for his work as a founding board member as he was instrumental in the initial listing of the Company, the acquisition of the Narf Group in 2022, as well as his support during this transition period.   PKF Littlejohn LLP resigned as auditors and advised there are no circumstances connected with its resignation which it considers should be brought to the attention of the members or creditors of the Company.   ENDS   For further information visit www.narfgroup.com or contact:                                 John Herring Executive Chairman Narf Industries plc E: [email protected]   Paul Dulieu Isabel de Salis Financial PR, UK St Brides Partners E: [email protected] Peter Krens Broker, UK Tennyson Securities T: +44 (0)207 186 9030   About Narf Industries plc Narf Industries (LSE: NARF) (OTCQB: NFIN.F) is a US based leading provider of cybersecurity research, solutions, and services to government entities. With a steadfast commitment to protecting national security and critical infrastructure, it offers comprehensive expertise in addressing the evolving cyber threats faced by its clients.   DIRECTORS' REPORT AND STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE CONDENSED INTERIM REPORT AND CONDENSED FINANCIAL STATEMENTS   The results of the Group have been addressed above in the Chairman's statement. The total comprehensive loss for the year was $1,152,024 (YE 2022 $18,425,707) and the Group's unaudited net assets as at 31 December 2023 were $1,364,849 (31 December 2022: $1,802,609).   Directors The following directors held office during the period: Steven Bassi                       Chief Executive Officer John Herring                      Executive Chairman Rory Heier                          Non-Executive Director (resigned 25 January 2024) Responsibility Statement The Directors confirm that to the best of their knowledge: a)    the condensed set of financial statements has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'; b)    the interim management report includes a fair review of the information required by DTR 4.2.7R - namely an indication of important events that have occurred during the year and their impact on the condensed interim financial information, and a description of principal risks and uncertainties for the remaining three months of the extended financial year; and c)    the interim management report includes a fair review of the information required by DTR 4.2.8R - disclosure of material related parties' transactions in the year and any material changes therein).   Cautionary Statement This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.   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 2022, a copy of which is available on the Company website at https://narfgroup.com/investor-relations/corporate-documents . The Board considers that these remain a current reflection of the risks and uncertainties facing the business for the remaining three months of the extended financial year. By order of the Board   Steve Bassi Chief Executive     CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Year Year Ended Ended 31.12.23 31.12.2022 (Unaudited) (Unaudited) Notes US$ US$ Continuing operations   GR &D Revenue 3,786,889 1,705,294 GS & S Revenue 2,169,047 841,831 Commercial Revenue 49,000 - Total revenue   6,004,936 2,547,125 Sub-contractors (1,061,776) (126,199) Operating expenses (4,900,090) (5,006,271) Profit/(loss) before depreciation and software licence amortisation, share based payments, interest and taxes   43,069 (2,585,345) Depreciation and software license amortisation (639,444) (329,999) Other share-based payment expense (836,910) (147,580) Operating loss   (1,433,285) (3,062,924) RTO share based payment expense - (15,355,123) Interest receivable and other finance income 13 3,376 Finance costs (5,802) (3,197) Loss before taxation   (1,439,074) (18,417,868) Corporate tax (15,261) (7,839) Loss for the year   (1,454,335) (18,425,707)     Other comprehensive income   Items that may be reclassified subsequently to profit or loss: Exchange differences on foreign operations 302,311 -     Total comprehensive loss for the year attributable to the owners of the Company   (1,152,024) (18,425,707) Earnings per share   Earnings per share (basic and diluted) attributable to the equity holders (cents) 3 (0.09) (1.2)       CONSOLIDATED STATEMENTS OF FINANCIAL POSITION As at As at 31.12.2023 31.12.2022 (Unaudited) (Unaudited) Note US$ US$ NON-CURRENT ASSETS   Intangible assets 2,158,824 2,697,076 Tangible assets - 15,990   2,158,824 2,713,066 CURRENT ASSETS   Trade and other receivables 1,236,767 756,481 Cash and cash equivalents 268,742 442,751   1,505,509 1,199,232 TOTAL ASSETS   3,664,333 3,912,298     CURRENT LIABILITIES       Trade and other payables 1,016,485 595,962 NON-CURRENT LIABILITIES     Loans from directors 1,283,000 1,513,727 TOTAL LIABILITIES   2,299,485 2,109,689       NET ASSETS   1,364,849 1,802,609 EQUITY   Share capital 4 204,012 204,012 Share premium 4 34,951,415 35,074,061 Reverse acquisition reserve (16,747,959) (16,747,959) Foreign exchange reserve 258,900 (43,411) Share based payment reserve 951,502 229,185 Retained deficit (18,253,021) (16,913,279)     TOTAL EQUITY   1,364,849 1,802,609   Company number: 11701224 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Share   Share   FX   Share-based   Reverse   Retained   Members'   Total   Capital    Premium   Reserve   Payment   Acquisition   Deficit   equity   Reserve   Reserve   US$   US$   US$   US$   US$   US$   US$   US$ AS AT 1 JANUARY 2022 -   -   -   -   -   -   821,527   821,527   Loss for the year - - - - - (18,425,707) - (18,425,707) Total comprehensive loss for the year - - - - - (18,425,707) - (18,425,707) Drawings by former members - - - - - - (75,000) (75,000) Reclassification of members at acquisition - - - - - 746,527 (746,527) - Recognition of Plc equity at acquisition date 112,346 15804717 (1,840,675) - 3,097,995 765,901 - 17,940,284 Issue of shares for acquisition 84,330 17964360 1,797,264 - (19,845,954) - - - Share based payments 7,336 1419577 - - - - - 1,426,913 Issue of warrants and options - (114,593) - 229,185 - - - 114,592 AS AT 31 DECEMBER 2022 204,012   35,074,061   (43,411)   229,185   (16,747,959)   (16,913,279)   -   1,802,609   Loss for the year - - - - - (1,454,335) - (1,454,335) Foreign exchange gain on conversion of subsidiary - - 302,311 - - - - 302,311 Total comprehensive loss for the year - - 302,311 - - (1,454,335) - (1,152,024) Shares issue costs - (122,646) - - - - - (122,646) Cancellation of warrants - - - (114,593) 114,593 - - Share based payments - - - 836,910 - - - 836,910 AS AT 31 DECEMBER 2023 204,012   34,951,415   258,900   951,502   (16,747,959)   (18,253,021)   -   1,364,849 CONSOLIDATED STATEMENT OF CASH FLOWS Year Year Ended Ended 31.12.2023 31.12.2022 (Unaudited) (Unaudited) US$ US$   OPERATING ACTIVITIES   Loss for the year before taxation (1,439,074) (18,417,868) Adjusted for: Depreciation and software license amortisation 15,990 329,999 Amortisation of intangibles 623,454 226,938 Unrealised foreign exchange adjustment 102,516 - RTO and other share-based payment expenses 836,910 15,502,703 Operating cash inflow/(outflow) before movements in working capital: 139,796 (2,358,228) Decrease in trade and other receivables (480,286) (701,723) Increase in trade and other payables 420,523 67,140 Net cash generated from/(used in) operating activities 80,033 (2,992,811)   INVESTING ACTIVITIES   Net amounts paid to former members to acquire control - (3,615,433) Licence fee expenditure  - (500,000)   Net cash outflow from investing activities - (4,115,433) FINANCING ACTIVITIES   Proceeds on the issue of shares - 7,650,881 Costs related to share issues (122,646) (1,145,814) Loan from former member - 702,000 Loan repayment (230,727) (20,292) Drawings by former members - (75,000) Net interest received - 180   Net cash (outflow)/inflow from financing activities (353,373) 7,111,955 Taxation paid 99,332 (7,839) Net decrease in cash and cash equivalents (174,009) (4,128) Cash and cash equivalents at beginning of year 442,751 446,879     Cash and cash equivalents at end of year 268,742 442,751     Notes to the CONSOLIDATED Financial Statements interim results to 31 DECEMBER 2023   1.    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.   2.    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:   B asis 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.   The interim financial statements have been prepared to reflect the acquisition of Narf Industries LLC and Narf Industries PR LLC via a reverse takeover on 15 March 2022, which resulted in the Company becoming the ultimate holding company of the Group. The prior year interim numbers have been restated to reflect the treatment as a reverse takeover whereas previously the numbers had been reported under the acquisition method.   This announcement was approved and authorised by the Board of directors on 24 January 2024. Copies of this interim report can be found on the Company's website at https://narfgroup.com/investor-relations/corporate-documents .   These condensed interim financial statements for the twelve months ended 31 December 2023 are unaudited and do not constitute fully prepared statutory accounts. The comparative figures for the year ended 31 December 2022 are extracted from the 2022 consolidated financial statements of the Company. The independent auditor's report on the 2022 financial statements disclaimed opinion due to the inability to gain sufficient and appropriate audit evidence in respect of a number of areas and accordingly those numbers are stated as being unaudited.   G oing 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 2024 and those forecasts indicate that the Group will have sufficient cash resources to meet all foreseeable liabilities 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 achieve the above in order 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. For commentary on how the acquisitions of Narf Industries US LLC and Narf Industries PR LLC, which falls outside the scope of IFRS 3, was accounted for, see note 8 to the consolidated financial statements for the year to 31 December 2022.   3.    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 year ended 31 December 2023 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 the prior period, the warrants in issue are not dilutive.      Year to 31 Dec 2023 US$ Year to 31 Dec 2022 US$ Loss attributable to owners of the Group :   (1,454,335) (18,425,707) Weighted average number of ordinary shares in issue for basic earnings   1,697,381,100 1,475,948,904 Weighted average number of shares in issue for fully diluted earnings   1,697,381,100 1,475,948,904 LOSS PER SHARE (CENTS PER SHARE)   (0.09) (1.2) BASIC AND FULLY DILUTED:     - from continuing and total operations (cents)   (0.09) (1.2)   4.    Share capital AND SHARE PREMIUM The following table is presented in US Dollar equivalents:   Ordinary shares of £0.0001 each Number Share Capital $ Share Premium $ At 31 December 2022 1,697,381,000 204,012 35,074,061 At 31 December 2023   1,697,381,000 204,012 34,951,415   5.    Post period end events There were no significant events subsequent to the balance sheet date which have any bearing on these interim financial statements.   Important notice The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into Australia, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

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