Exhibit 99.1
Arqit Quantum Inc.
Unaudited Condensed Consolidated Interim Financial Statements
As of and for the period ended 31 March 2023
Arqit Quantum Inc.
Unaudited Condensed Consolidated Interim Financial Statements
as of and for the period ended 31 March 2023
Contents | Page | |
Condensed Consolidated Statement of Comprehensive Income (unaudited) | 2 | |
Condensed Consolidated Statement of Financial Position | 3 | |
Condensed Consolidated Statement of Changes in Equity (unaudited) | 4 | |
Condensed Consolidated Statement of Cash Flows (unaudited) | 5 | |
Condensed Notes to the Financial Statements (unaudited) | 6-9 |
1
Arqit Quantum Inc. |
Condensed Consolidated Statement of Comprehensive Income (Unaudited) |
For the period ended 31 March 2023 |
Unaudited
six month | Unaudited
six month | |||||||||||
period ended | period ended | |||||||||||
Note | 31 March 2023 | 31 March 2022 | ||||||||||
$'000 | $'000 | |||||||||||
Revenue | 19 | 5,293 | ||||||||||
Other operating income | 2,570 | 6,959 | ||||||||||
Administrative expenses | 2 | (24,963 | ) | (26,600 | ) | |||||||
Impairment loss on trade receivables and contract assets | (12,203 | ) | — | |||||||||
Operating loss | (34,577 | ) | (14,348 | ) | ||||||||
Change in fair value of warrants | 12,910 | 72,464 | ||||||||||
Finance costs | (169 | ) | (69 | ) | ||||||||
Finance income | — | — | ||||||||||
(Loss)/ profit before tax | (21,836 | ) | 58,047 | |||||||||
Income tax | — | — | ||||||||||
(Loss)/ profit for the financial year attributable to equity holders | (21,836 | ) | 58,047 | |||||||||
Other comprehensive (loss)/income : | ||||||||||||
Items that may be reclassified to profit or loss | ||||||||||||
Currency translation differences | (2,503 | ) | 258 | |||||||||
Total comprehensive (loss)/ profit for the year attributable to equity holders | (24,339 | ) | 58,305 | |||||||||
Earnings per ordinary share from continuing operations attributable to equity holders | ||||||||||||
Basic earnings per share | (0.17409 | ) | 0.48212 | |||||||||
Diluted earnings per share | (0.17409 | ) | 0.47999 |
All of the Group’s activities were derived from continuing operations during the above financial periods.
2
Arqit Quantum Inc. | |
Condensed Consolidated Statement of Financial Position | |
As at 31 March 2023 |
Unaudited | Audited | |||||||||||
31 March | 30 September | |||||||||||
Note | 2023 | 2022 | ||||||||||
$'000 | $'000 | |||||||||||
ASSETS | ||||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 2,435 | 2,206 | ||||||||||
Right of use asset | 7,106 | 6,139 | ||||||||||
Intangible assets | 3 | 57,221 | 40,291 | |||||||||
Fixed asset investments | 31 | 28 | ||||||||||
Trade and other receivables | 4 | 1,918 | 18,565 | |||||||||
Total non-current assets | 68,711 | 67,229 | ||||||||||
Current assets | ||||||||||||
Trade and other receivables | 4 | 4,252 | 7,677 | |||||||||
Cash and cash equivalents | 41,504 | 48,966 | ||||||||||
Total current assets | 45,756 | 56,643 | ||||||||||
Total assets | 114,467 | 123,872 | ||||||||||
LIABILITIES | ||||||||||||
Current liabilities | ||||||||||||
Trade and other payables | 5 | 19,203 | 22,655 | |||||||||
Lease liabilities | 1,580 | 1,154 | ||||||||||
Total current liabilities | 20,783 | 23,809 | ||||||||||
Non-current liabilities | ||||||||||||
Trade and other payables | 5 | 5,293 | 4,183 | |||||||||
Lease liabilities | 7,595 | 6,681 | ||||||||||
Warrants liability | 633 | 10,644 | ||||||||||
Total non-current liabilities | 13,521 | 21,508 | ||||||||||
Total liabilities | 34,304 | 45,317 | ||||||||||
Net assets | 80,163 | 78,555 | ||||||||||
EQUITY | ||||||||||||
Share capital | 6 | 13 | 12 | |||||||||
Share premium | 7 | 109,195 | 92,306 | |||||||||
Other reserves | 7 | 166,804 | 166,804 | |||||||||
Foreign currency translation reserve | 7 | 854 | 3,357 | |||||||||
Share-based payment reserve | 7 | 32,272 | 23,216 | |||||||||
Retained earnings | 7 | (228,975 | ) | (207,140 | ) | |||||||
Total Equity | 80,163 | 78,555 |
3
Arqit Quantum Inc.
Condensed Consolidated Statement of Changes in Equity (Unaudited)
For the period ended 31 March 2023
Share | Share | Other | Foreign
currency translation | Share
option reserve | Retained earnings | Total | ||||||||||||||||||||||
$'000 | $'000 | $'000 | $'000 | $'000 | $'000 | $'000 | ||||||||||||||||||||||
Balance at 1 October 2021 | 11 | 70,999 | 166,805 | 256 | 303 | (272,215 | ) | (33,841 | ) | |||||||||||||||||||
Profit for the year | — | — | — | — | — | 58,046 | 58,046 | |||||||||||||||||||||
Other comprehensive income | — | — | — | 258 | — | — | 258 | |||||||||||||||||||||
Total comprehensive income | — | — | — | 258 | — | 58,046 | 58,304 | |||||||||||||||||||||
Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||||||
Share option charge | — | — | — | — | 10,134 | — | 10,134 | |||||||||||||||||||||
Earnout shares | 1 | — | (1 | ) | — | — | — | — | ||||||||||||||||||||
Exercise of warrants | — | 21,279 | — | — | — | — | 21,279 | |||||||||||||||||||||
Balance at 31 March 2022 attributable to owners of the Group | 12 | 92,278 | 166,804 | 514 | 10,437 | (214,169 | ) | 55,876 | ||||||||||||||||||||
Balance at 1 October 2022 | 12 | 92,306 | 166,804 | 3,357 | 23,216 | (207,140 | ) | 78,555 | ||||||||||||||||||||
Loss for the period | — | — | — | — | — | (21,835 | ) | (21,835 | ) | |||||||||||||||||||
Other comprehensive income | — | — | — | (2,503 | ) | — | — | (2,503 | ) | |||||||||||||||||||
Total comprehensive income | — | — | — | (2,503 | ) | — | (21,835 | ) | (24,338 | ) | ||||||||||||||||||
Issuance of ordinary shares | 1 | 16,889 | — | — | — | — | 16,890 | |||||||||||||||||||||
Transactions with owners in their capacity as owners: | ||||||||||||||||||||||||||||
Share option charge | — | — | — | — | 9,056 | — | 9,056 | |||||||||||||||||||||
Balance at 31 March 2023 attributable to owners of the Group | 13 | 109,195 | 166,804 | 854 | 32,272 | (228,975 | ) | 80,163 |
4
Arqit Quantum Inc.
Condensed Consolidated Statement of Cash Flows (Unaudited)
For the period ended 31 March 2023
Unaudited six month period ended | Unaudited six month period ended | |||||||
31
March 2023 | 31
March 2022 | |||||||
$'000 | $'000 | |||||||
Cash flows from operating activities | ||||||||
Cash used in operations | (9,356 | ) | (13,221 | ) | ||||
Net cash used in operating activities | (9,356 | ) | (13,221 | ) | ||||
Cash flows from investing activities | ||||||||
Capital expenditure on property, plant and equipment | (207 | ) | (609 | ) | ||||
Capital expenditure on intangibles | (16,930 | ) | (12,883 | ) | ||||
Net cash used in investing activities | (17,137 | ) | (13,492 | ) | ||||
Cash flows from financing activities | ||||||||
Shares issued on exercise of warrants | — | 21,279 | ||||||
Proceeds from issue of shares, net of issue costs | 19,788 | — | ||||||
Payments of lease liabilities | (558 | ) | (205 | ) | ||||
Payments of interest portion of lease liabilities | (99 | ) | (73 | ) | ||||
Proceeds from government grants | 508 | — | ||||||
Net cash generated from financing activities | 19,639 | 21,001 | ||||||
Net decrease in cash and cash equivalents | (6,854 | ) | (5,712 | ) | ||||
Cash and cash equivalents at beginning of period | 48,966 | 86,966 | ||||||
Foreign exchange on cash and cash equivalents | (608 | ) | 904 | |||||
Cash and cash equivalents at end of period | 41,504 | 82,158 |
5
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements (Unaudited)
For the period ended 31 March 2023
1. General information and significant accounting policies
General information
Arqit Quantum Inc. (the “Company”) is a Cayman Islands exempted limited liability company with registered number 374857. The address of its registered office and its principal place of trading is c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.
These unaudited condensed consolidated financial statements comprise the Company and its subsidiaries (together referred to as the “Group”).
The principal activity of the Group is provision of cybersecurity services via satellite and terrestrial platforms.
Basis of preparation
These unaudited condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB, including IAS 34 ‘Interim Financial Reporting’. They do not include all of the information required in annual financial statements, and should be read in conjunction with the consolidated financial statements for the year ended September 30, 2022. The report of the auditors on those financial statements was unqualified. The comparative balance sheet figures for the year ended September 30, 2022 were derived from the audited consolidated financial statements.
The unaudited condensed consolidated financial statements have been presented in United States Dollars “USD” which is also the Group’s functional currency. All values are rounded to the nearest units (USD '000), except when otherwise indicated.
Information on the accounting policies applied can be found in the Group’s latest annual audited financial statements. The unaudited interim financial statements are prepared on the historical cost basis, other than investor warrants held at fair value through profit or loss, The preparation of the unaudited interim financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies.
New and amended standards adopted by the Group
There have been no new or amended standards adopted by the Group for the first time during the interim period.
2. Expenses by Nature
Period ended | Period ended | |||||||
31 March | 31 March | |||||||
2023 | 2022 | |||||||
$'000 | $'000 | |||||||
Employee benefit expense and other staff costs | 15,557 | 9,628 | ||||||
Capitalised within intangible assets | (3,149 | ) | (2,474 | ) | ||||
Legal and professional | 4,828 | 2,441 | ||||||
Foreign exchange | (9,294 | ) | 989 | |||||
Property costs | 1,363 | 374 | ||||||
Share based compensation | 9,004 | 10,133 | ||||||
Depreciation | 469 | 91 | ||||||
Depreciation of right of use asset | 693 | 225 | ||||||
Other expenses | 5,492 | 5,193 | ||||||
Total administrative expenses | 24,963 | 26,600 |
6
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements (Unaudited) (continued)
For the period ended 31 March 2023
3. Intangible fixed assets
Development | ||||
Costs | ||||
$'000 | ||||
Cost | ||||
At 1 October 2021 | 18,235 | |||
Additions | 25,294 | |||
Foreign exchange on translation | (3,238 | ) | ||
At 30 September 2022 | 40,291 | |||
Additions | 12,144 | |||
Foreign exchange on translation | 4,786 | |||
At 31 March 2023 | 57,221 | |||
Amortisation | ||||
At 1 October 2021 | — | |||
Charge | — | |||
At 30 September 2022 | — | |||
Charge | — | |||
At 31 March 2023 | — | |||
Net Book Value | ||||
At 31 March 2023 | 57,221 | |||
At 31 September 2022 | 40,291 |
The Group’s intangible assets under development are internally generated and the Group has not yet begun amortisation of these finite useful economic life assets. $1.0 million (2022: $0.201 million) of these capitalised costs relate to QuantumCloud™. An impairment test was performed for the period ended March 31, 2023, which considered the value of existing contracts and forecasted revenues. No impairment was deemed necessary. The Group will begin amortisation when the intangible assets are available for use.
4. Trade and other receivables
31 March 2023 | 30 September 2022 | |||||||
$'000 | $'000 | |||||||
Current assets | ||||||||
Trade debtors | 1,116 | 5,924 | ||||||
Other debtors | 736 | 892 | ||||||
Prepayments and accrued income | 2,400 | 861 | ||||||
Total | 4,252 | 7,677 |
An allowance for doubtful debts has been made in relation to balances with Virgin Orbit LLC. Please see note 8 for more details.
The directors consider that the carrying amount of financial assets recorded at amortised costs in the financial statements approximate their fair value.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
7
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements (Unaudited) (continued)
For the period ended 31 March 2023
31 March 2023 | 30 September 2022 | |||||||
$'000 | $'000 | |||||||
Non-current Assets | ||||||||
Prepayments | — | 15,873 | ||||||
Trade debtors | — | 975 | ||||||
Other debtors | 1,918 | 1,717 | ||||||
Total | 1,918 | 18,565 |
In the prior period, non-current prepayments comprise the payment of a non-refundable deposit towards the cost of the first satellite launch service, which was expected to be more than one year from the accounting reference date.
5. Trade and other payables
31 March | 30 September | |||||||
2023 | 2022 | |||||||
$'000 | $'000 | |||||||
Current liabilities | ||||||||
Trade payables | 13,286 | 17,478 | ||||||
Other tax and social security | 815 | 633 | ||||||
Other creditors | 620 | 516 | ||||||
Accruals | 4,482 | 3,803 | ||||||
Deferred income | — | 225 | ||||||
Total | 19,203 | 22,655 |
Trade payables and accruals relate to amounts payable at the balance sheet date for services received during the period. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe. The directors consider that the carrying amount of financial liabilities recorded at amortised costs in the financial statements approximate their fair value.
31 March 2023 | 30 September 2022 | |||||||
$'000 | $'000 | |||||||
Non-current Liabilities | ||||||||
Deferred government grants | 5,293 | 4,183 | ||||||
5,293 | 4,183 |
6. Share capital
As of March 31, 2023, the total number of ordinary shares of the Company outstanding is 134,078,493 with a par value of $0.0001.
Number of ordinary | Share capital | |||||||
shares | $ | |||||||
September 30, 2022 – par value $0.0001 | 121,926,166 | 12,192 | ||||||
Shares issued in direct offering | 10,000,000 | 1,000 | ||||||
Shares issued in ATM | 472,396 | 47 | ||||||
EMI exercised | 1,196,981 | 120 | ||||||
Grants vested | 482,950 | 48 | ||||||
March 31, 2023 – par value $0.0001 | 134,078,493 | 13,408 |
8
Arqit Quantum Inc.
Condensed Consolidated Notes to the Financial Statements (Unaudited) (continued)
For the period ended 31 March 2023
7. Reserves
Share premium
Includes the difference in price between the par value of shares, and the total price the Group received for those shares, net of expenses.
Foreign currency translation reserve
Includes other comprehensive income relating to the translation of subsidiaries into the presentational currency of the group.
Share based payment reserve
Cumulative charges in respect of share options issued.
Retained earnings
Includes cumulative profit and loss and all other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.
Other reserves
Other reserve includes the IFRS 2 deemed acquisition cost and other reserves assumed as part of the reverse acquisition.
8. Post balance sheet events
On April 4, 2023 Virgin Orbit LLC (‘Virgin Orbit’) filed for Chapter 11 bankruptcy protection and Arqit Limited was listed as the largest creditor. On May 24, 2023 it was announced that Virgin Orbit has shut down operations. An impairment provision has been made for the balances outstanding with Virgin Orbit, with the related expenses recorded in the Statement of Other Comprehensive Income.
9