22 July 2024
AdvancedAdvT Limited
Period end results for eight months to 29 February 2024
AdvancedAdvT Limited (LSE: ADVT, "AdvT", the "Group"), the international software solutions provider for the business solutions, healthcare compliance, and human capital management sectors, has published its period end results for the eight months to 29 February 2024.
Financial performance
· Revenue from continuing operations of £21.1m
· Recurring revenue represented 77% of total revenues
· Adjusted EBITDA from continuing operations of £4.4m, ahead of management expectations
· Pre-tax profit from continuing operations of £5.2m (12 months to 30 June 2023: £1.4m)
· Reported basic EPS: 5p (12 months to 30 June 2023: 1p)
· Cash of £82.1m at 29 February 2024 (30 June 2023: £104.7m) in addition to 9.8% shareholding in M&C Saatchi plc
Highlights
· Acquired core software assets for £26.8m net of sale of Synaptic Software ("Synaptic")
· Sold non-core asset Synaptic for £3.7m* (£2.2m gain on sale)
· Acquired Celaton Limited an intelligent process automation (IPA) platform provider for £4.8m*
· Identified operational improvements within acquired businesses with implementation of these well progressed
· Refreshed the go-market strategy following the significant investment in SaaS and Cloud product offerings prior to our acquisition
· Admission to AIM completed in January 2024
Vin Murria, AdvancedAdvT's Executive Chairperson, said
"We are seeing positive momentum in multiple areas and continue to make strong progress on delivering operational performance, particularly in new wins, recurring revenue, utilisation and improved profitability. We also continue to explore numerous acquisition opportunities to expand the Group.
"Our business solutions and healthcare operations have won some notably large contracts across the Irish and UK public sector, whilst the human/resource management operations have extended and expanded a number of substantial multi-year contracts with the larger corporates.
"Many of our customers are assessing the benefits of digital transformation and its alignment with their strategy for the coming years. We see numerous opportunities for business growth, particularly with AI, automation and SaaS offerings, to support their digital transformation.
"The Group is experiencing good organic growth, in line with the Board's expectations."
* Sales and acquisition value are net of cash sold/acquired.
Enquiries:
|
AdvancedAdvT Limited | |
| Vin Murria, Chairperson Gavin Hugill, Chief Financial Officer | c/o Meare Consulting |
| | |
| Singer Capital Markets (Nominated Adviser and Broker) | Tel: 020 7496 3000 |
| Philip Davies / Asha Chotai / Sam Butcher | |
| | |
| KK Advisory (Investor Relations) | Tel: 020 7039 1901 |
| Kam Bansil | |
| Meare Consulting | |
| Adrian Duffield | Tel: 07990 858548 |
Note to Editors
AdvancedAdvT Limited (AdvT) provides software solutions and platforms across two business transformational areas: business solutions & healthcare compliance, and human capital management.
The Group's operations are IBSS (financial management software), CHKS (AI based healthcare intelligence compliance and accreditation software), Retain (global resource planning and talent management software) and WFM (workforce management software provider).
AdvT is an agent for change. The Group enables the delivery of Artificial Intelligence ("AI"), data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
AdvT is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries and digital sectors.
Chairperson's statement
Strategic overview
In the eight-month period to 29 February 2024, the Group made good progress in executing on its strategy which is centred around backing sectors characterised by long term AI, automation, digital transformation, data analytics and business intelligence trends, that are in early stages of adoption and set to transform the professional workplace for the next few decades.
Embracing a long-term perspective, the aim is to build a lasting and thriving business. This thinking shapes how investment is deployed on both M&A and within the platform businesses, in order to develop relationships with clients and partners and with a strategy centred around business and digital transformation and continuous improvement.
The management team boasts substantial experience in the software and services sector, having invested in and operated a range of high-performing businesses. The team have successfully driven operational excellence within these enterprises, leading to consistent organic growth. Management has a proven track record of targeted and accretive mergers and acquisitions in the software sector. This expertise, combined with the recent acquisition, positions AdvT well to build a robust platform for future growth, both organically and through strategic acquisitions, in the rapidly evolving digital landscape.
In the pursuit of executing our strategy, we seized an opportunity in the software and services sector, marked by the acquisition of five businesses on 31 July 2023. Leveraging a carve-out approach, we capitalised on attractive valuation multiples to secure these assets. These businesses serve as our initial platform and align with our business strategy.
Acting with pace, we executed on our focused approach by selling one of the acquired businesses, Synaptic, with the divestment completing on 26 January 2024. This strategic move enabled us to sharpen our focus on delivering our core strategy, streamlining our operational portfolio for enhanced efficiency and effectiveness.
In the seven months since the Group acquired the businesses, covered by the period under review, it has made good progress. Our initiatives have encompassed a concerted effort towards standardisation and simplification, aimed at harnessing best practices to optimise go-to-market strategies and operational activities.
Moving forward, the Group performance will be measured through a set of core financial metrics, including recurring revenue, adjusted EBITDA, and free cash flow. These indicators will serve as benchmarks in gauging our progress, ensuring alignment with our overarching strategic objectives and commitment to delivering sustainable value to our stakeholders.
In January 2024, AdvT transferred its listing from the Main Market of the London Stock Exchange and was admitted to trading on AIM.
The Group continues to hold a 9.8% stake in M&C Saatchi plc.
Current trading and outlook
Despite the significant macroeconomic uncertainty and disruption, we believe that the current environment will present numerous opportunities to develop the Group, both organically and by acquisition.
In the current financial year, which started on 1 March 2024, the Group has continued to make good progress and has secured a number of large, long-term contracts across both public sector and private sector customers. The improvement in performance of the four units has also continued. Overall, the Group is trading in line with the Board's expectation.
Financial highlights
The Group reported revenues from continuing operations of £21.1m in the period under review, with recurring revenue representing 77% of total revenue. Adjusted EBITDA from continuing operations was £4.4m, which was ahead of early expectations. The Group ended the period with cash of £82.1m.
The Group acquired five businesses on 31 July 2023 for a £26.8m net cash consideration including the subsequent and profitable sale of one of those businesses - Synaptic. The remaining four acquisitions have established a core software platform for developing the Group.
The Group identified and implemented a number of operational changes within these four businesses, which is resulting in an improvement in their performance. The Group also refreshed their go-to-market strategies following the significant investment in SaaS and Cloud product offerings made prior to the acquisition.
M&A
Since the year end, the Group has acquired Celaton for £4.8 million net of cash. Celaton is a machine-learning AI based intelligent process automation ("IPA") platform (inSTREAM). Its functionality provides intelligent document processing ("IDP") with automatic data recognition, classification, validation and enrichment, continual process automation with machine-learning AI algorithms and analytics.
This business is highly complementary to the Group, with IBSS clients expected to be the primary beneficiaries. Working with Celaton within end-to-end business processing, accounts payables and sales order processing automation, IBSS clients will benefit from InSTREAM's improved efficiency, throughput, and enhanced compliance - providing mutual benefits to both the customer and supplier relationship. There will be an opportunity for both revenue and efficiency synergies across the Group.
In the two years prior to this acquisition, Celaton invested £2.3m in product development, targeted at platform AI capabilities, web user interface and multi-language support. Its customers consist of multi-national well-known enterprises with high volume e-invoicing and document process needs including Talk Talk, Currys and Capgemini.
With the Group's substantial cash reserves (£82.0m as at 30 June 2024, before the acquisition of Celaton), and investment in M&C Saatchi plc (valued at £23.4m as at 30 June 2024).and our disciplined approach, we are well placed to execute M&A that is both synergistic and accretive over the longer term and a number of other potential acquisition opportunities have been identified.
M&A continues to be a core part of the Group's strategy and revolves around evaluating high-quality businesses, based on a set of key characteristics which align with the management team's vision and will enable businesses to consistently generate long-term value.
The Board will continue to evaluate each potential target against its acquisition criteria, seeking businesses with:
· high recurring revenue streams and good forward visibility;
· sticky customer retention;
· mission critical products and services;
· opportunities for both organic and inorganic growth;
· strong cash generation;
· sectors with high barriers to entry; and in
· highly fragmented industries with opportunities for consolidation.
Operational review
Our business solutions and healthcare compliance operations, comprising IB Software and Solutions (Ireland) and Integrated Business Software and Solutions (together "IBSS") and CHKS Limited ("CHKS"), have strategically realigned to place a heightened emphasis on the customer and their evolving needs and to deliver value-driven software and digital solutions. This pivot has helped secure a number of new compliance clients while performing consistently with our projections.
Within the human capital management operations, Retain International Software and Retain International Software USA (together "Retain") and Workforce Management Software ("WFM"), the Group successfully onboarded several new customers onto its SaaS platform. Additionally, the Group also began investing in new product offerings, roadmap features and functionality.
As anticipated, the Group is observing positive digital trends across both business solutions and healthcare compliance operations. The recently launched automated clinical coding solution has been deployed to the Group's first customer, with a pipeline of further opportunities demonstrating interest. Moreover, there is an increasing demand for digital services and solutions out of the Ireland-based operation.
Similarly, human capital management operations are experiencing positive digitalisation trends. New and existing clients are embracing the cloud-based resourcing SaaS platform - enabling simplification and best practice processes, alongside the uptake of AI functionality in our resource suitability engine introduced in the latest releases.
The Group has begun investing in system enhancements to bolster its growth strategy. Under the agreement with Capita plc for the acquired businesses, the Group engaged in a transitional services arrangement (the "TSA"). The Group is currently advancing well-defined plans and executing actions to transition these services and systems onto its new platforms.
CFO's Report
For the eight months ended 29 February 2024, after owning the acquired businesses for seven months, continuing operations generated revenues of £21.1m from the four acquired businesses. Recurring revenues from continuing operations as a proportion of total revenue was 77%.
Adjusted EBITDA from continuing operations, which is a key underlying measurement of the Group, was £4.4m. Upon acquisition, one of our key aims was to separate the solutions and services that were linked to the former owners, provided to us in the TSA. We started this process of breaking away quickly, in order to establish an independent operational platform for further M&A.
This initiative was reinforced by the introduction of new systems across critical functions, including Customer Relationship Management (CRM), Human Resources (HR), payroll, benefits administration, financial management, and professional services. By implementing these foundational frameworks, we are poised to streamline processes, enhance operational agility, and drive sustainable growth.
As we continue to standardise, optimise and integrate the acquired businesses, we expect to continue to improve margins, albeit initially offset by the activities and costs of decoupling from the Capita plc systems and services.
During the same period, we navigated the complexities associated with a reverse takeover and our admission to trading on AIM.
The table below reconciles EBITDA to operating profit including one off adjustments and the fair value gains.
| Summary results from continuing operations for the eight months to 29 February 2024 | £000s |
| Revenue | 21,122 |
| EBITDA | 1,997 |
| Acquisition expenses, stamp duties and relisting expenses | 2,309 |
| Share based payment expense | 72 |
| Adjusted EBITDA | 4,378 |
| Share based payment expense | (72) |
| Depreciation | (69) |
| Adjusted operating profit | 4,237 |
| Amortisation of acquired intangible assets | (1,597) |
| Acquisition expenses, stamp duties and relisting expenses | (2,309) |
| Fair value gain on Financial Assets | 2,580 |
| Operating profit | 2,911 |
Based on its cash reserves, the Group had a net finance income of £2.3m (2023: £3.4m) and profit before tax from continuing operations of £5.2m (2023: £1.4m).
The Group's 9.8% stake in M&C Saatchi plc was valued at £20.8m at 29 February 2024 (30 June 2023: £18.2m), an increase of £2.6m. As a significant shareholder, the Group continues to assess all potential value creation opportunities for the company.
The Group has recognised a deferred tax asset of £1.2m in respect of losses expected to be utilised in future periods. The Group has a deferred tax liability of £3.8m relating to intangible assets recognised on acquisition.
Basic and diluted EPS was £0.05 (June 2023: £0.01).
The Board is not recommending a dividend. It intends to review the Group's dividend policy following significant deployment of AdvT's capital and will only commence the payment of dividends when it becomes commercially appropriate.
The Group's cash position as at 29 February 2024 was £82.1m (June 2023: £104.7m), with the reduction due to the acquisitions. Cash at 30 June 2024 was £82.0m, before the net cash outflow of £4.8m to acquire Celaton.
Adjusted operating cashflow was £4.2m, representing 97% cash conversion of adjusted EBITDA.
Free cash flow, as presented below, from continuing activities was £4.5 million.
| Free cashflow from continuing activities for the eight months to 29 February 2024 | £000s |
| | |
| Operating Profit | 2,911 |
| Fair value gain on Financial Asset | (2,580) |
| Depreciation | 69 |
| Acquisition expenses, stamp duties and relisting expenses | 2,309 |
| Amortisation and impairment of intangible assets | 1,597 |
| Share based payment expense | 72 |
| Adjusted EBITDA | 4,378 |
| Unrealised exchange losses | (5) |
| Decrease/(increase) in working capital | 894 |
| Capital expenditure | (1,025) |
| Adjusted operating cashflow | 4,242 |
| Cash Conversion | 97% |
| Acquisition expenses, stamp duties and relisting expenses | (2,309) |
| Interest income | 2,530 |
| Free cashflow | 4,463 |
On 26 January 2024, the Group completed the sale of Synaptic, one of the original acquired businesses for cash consideration of £5.1m (including £1.4m cash acquired). Discontinued revenue from Synaptic was £1.2m with a net profit of just £37,000. Overall, a £2.2m gain was reported for the disposal.
On 1 July 2024, the Group acquired Celaton, the operator of an intelligent document processing platform inSTREAM, for cash consideration of £4.8 million net of cash acquired of £1.7m.
Consolidated Statement of Comprehensive Income
|
|
| 8 months | 12 Months |
|
|
| 29 February | 30 June |
|
|
| 2024 | 2023 |
|
|
| Audited | Audited |
|
|
| £000s | £000s |
| Revenue | | 21,122 | - |
| Cost of sales | | (8,333) | - |
| Gross Profit | | 12,789 | - |
| | |
| |
| Administrative expenses | | (10,792) | (1,006) |
| Depreciation | | (69) | - |
| Amortisation | | (1,597) | - |
| Changes in fair value of financial assets | | 2,580 | (960) |
| Operating profit/(loss) | | 2,911 | (1,966) |
| | |
| |
| Net Finance Income | | 2,295 | 3,398 |
| Profit before tax from continuing operations |
| 5,206 | 1,432 |
| | |
| |
| Corporation tax | | (458) | - |
| Profit for the period from continuing operations |
| 4,748 | 1,432 |
|
|
|
| |
| Discontinued Operations |
|
| |
| Profit for period from discontinued operation, net of tax | | 37 | - |
| Gain on disposal of discontinued operations | | 2,218 | - |
| Total profit for the period attributable to owners of the parent |
|
7,003 |
1,432 |
| |
|
| |
| Other comprehensive income |
|
| |
| Items that cannot subsequently be reclassified to profit and loss |
|
| |
| Share-based payment expense |
| (72) | (96) |
| Translation |
| (5) | - |
| Total comprehensive income for the period attributable to owners of the parent |
|
6,926 |
1,336 |
| |
|
| |
|
|
|
| |
| Profit per ordinary share (£) |
|
| |
| Basic | | 0.05 | 0.01 |
| Diluted | | 0.05 | 0.01 |
The Company's activities, except for the noted discontinued operations, derive from continuing operations.
Consolidated Statement of Financial Position
| |
| As at 29 February 2024 | As at 30 June 2023 |
| |
| Audited | Audited |
| Non-current assets | | £000s | £000s |
| Intangible assets | | 18,987 | - |
| Goodwill | | 22,145 | - |
| Property, plant and equipment | | 70 | - |
| Contract fulfilment assets | | 775 | - |
| Deferred tax asset | | 1,170 | - |
| Financial asset at fair value through profit or loss | | 20,820 | 18,240 |
|
| | 63,967 | 18,240 |
| Current assets | |
| |
| Inventories | | 81 | - |
| Trade and other receivables | | 7,067 | 1,011 |
| Cash and cash equivalents | | 82,111 | 104,696 |
| Total current assets |
| 89,259 | 105,707 |
| | |
| |
| Total assets |
| 153,226 | 123,947 |
| | |
| |
| Equity and liabilities | |
| |
| Sponsor shares | | - | - |
| Ordinary shares | | 131,166 | 131,166 |
| Warrant reserve | | 98 | 98 |
| Warrant cancellation reserve | | 350 | 350 |
| Share-based payment reserve | | 473 | 401 |
| Translation reserve | | 5 | - |
| Retained earnings | | (1,826) | (8,829) |
| Total equity | | 130,266 | 123,186 |
|
| |
| |
| Liabilities | |
| |
| Current liabilities | |
| |
| Trade and other payables | | 5,036 | 761 |
| Corporation taxation | | 248 | - |
| Contract liabilities | | 11,051 | - |
| Total current liabilities |
| 16,335 | 761 |
|
|
|
| |
| Non-current Liabilities |
|
|
|
| Deferred tax liability | | 3,769 | - |
| Contract liabilities | | 814 | - |
| Provisions | | 2,042 | - |
| Total non-current liabilities |
| 6,625 | - |
|
|
|
| |
| Total equity and liabilities |
| 153,226 | 123,947 |
Consolidated Statement of Changes in Equity
|
| Sponsor share
| Ordinary shares
| Warrant reserves
| Warrant Cancellation Reserve
| Share based payment reserve £000s | Translation reserve | Retained earnings
| Total equity
|
| Balance as at 30 June 2022 | - | 131,166 | 98 | 350 | 305 | - | (10,261) | 121,658 |
| Total profit for the period attributable to owners of the parent | - | - | - | - | - | - | 1,432 | 1,432 |
| Other comprehensive income | | | | | | | |
|
| Share-based payment expense | - | - | - | - | 96 | - | - | 96 |
| Balance as at 30 June 2023 | - | 131,166 | 98 | 350 | 401 | - | (8,829) | 123,186 |
| Total profit for the period attributable to owners of the parent | - | - | - | - | - | - | 7,003 | 7,003 |
| Other comprehensive income | | | | | | | | |
| Share-based payment expense | - | - | - | - | 72 | - | - | 72 |
| Translation | | | | | | 5 | - | 5 |
| Balance as at 29 February 2024 | - | 131,166 | 98 | 350 | 473 | 5 | (1,826) | 130,266 |
Consolidated Statement of Cash Flows
| | | 8 months ended 29 February 2024 | 12 months ended 30 June 2023 |
| |
| Audited | Audited |
| Cashflow from operating activities |
| £000s | £000s |
| Profit before taxation for the period including discontinued operations | | 7,461 | 1,432 |
| Adjustments for: | |
| |
| Depreciation | | 69 | - |
| Amortisation | | 1,597 | - |
| Interest income | | (2,295) | (2,953) |
| Fair value (gain)/loss on Investment | | (2,580) | 960 |
| Gain on disposal of discontinued operations | | (2,218) | - |
| Add back share-based payment expense | | 72 | 96 |
| Working capital adjustments: | |
| |
| Decrease/(increase) in trade and other receivables and prepayments | | 54 | (909) |
| Decrease in contractual fulfilment assets | | 43 | - |
| Increase/(decrease) in trade and other payables | | 726 | (1,053) |
| Tax paid | | - | - |
| Net cash flows generated from/(used in) operating activities | | 2,929 | (2,427) |
| | |
| |
| Cash flow (used in)/generated from investing activities | |
| |
| Purchase of property, plant and equipment | | (17) | - |
| Development of intangible assets | | (1,133) | - |
| Interest income received | | 2,530 | 2,953 |
| Acquisition of subsidiaries, net of cash acquired | | (30,139) | - |
| Sale of subsidiary, net of cash retained | | 3,250 | - |
| Net cash flow used in investing activities | | (25,509) | 2,953 |
|
| |
| |
| | |
| |
| Net (decrease)/increase in cash and cash equivalents | | (22,580) | 526 |
| Net foreign exchange differences | | (5) | - |
| Cash and cash equivalents at the beginning of the period | | 104,696 | 104,170 |
| Cash and cash equivalents at the end of the period | | 82,111 | 104,696 |
Notes to the Consolidated Financial Statements
1. GENERAL INFORMATION
AdvancedAdvT Limited was incorporated on 31 July 2020 in the British Virgin Islands ("BVI") as a BVI business company (registered number 2040954) under the BVI Business Company Act, 2004 and has its registered address at Commerce House, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands VG1110 and UK establishment at 11 Buckingham Street, London WC2N 6DF. The Company has one direct subsidiary, MAC I (BVI) Limited and a number of indirectly held subsidiaries named in note 14 (together with the Company, the "Company" or "Group").
The Group acquired five software and services businesses from Capita plc on 31 July 2023 (the "Acquisitions"). The Group provides software solutions and platforms across two business transformational areas: business solutions & healthcare compliance, and human capital management. The Group's operations are IBSS (financial management software), CHKS (AI based healthcare intelligence compliance and accreditation software), Retain (global resource planning and talent management software) and WFM (workforce management software provider). The Company is an agent for change, enabling the delivery of Artificial Intelligence ("AI"), data analytics and business intelligence, all of which are key future drivers for growth in these sectors where long term digitisation trends are set to transform the workplace for professionals.
The Group is developing both organically and through acquisitions, by expanding its presence across adjacent markets, geographical boundaries, and digital sectors.
The Company was listed on the Main Market of the London Stock Exchange from 4 December 2020, the Acquisitions constituted a reverse takeover and shares were therefore suspended from 8 June 2023, the Company was subsequently admitted to AIM from 10 January 2024.
The accounting reference date was changed from 30 June to 29 February (or 28 February, as the case may be). resulting in a short accounting period of 8 months, with the results of the acquired entities being included for 7 months from the date of acquisition. A shorter accounting period was selected to align with Admission to AIM.
The members of the Group's accounting reference date have also been changed to 29 February (or 28 February, as the case may be).
2. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Financial Statements under IFRS requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities including those that would result in a material adjustment to carrying amounts within the next financial year. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
Key sources of estimation uncertainty
Identifiable assets acquired and liabilities assumed
As required by IFRS 3, we have measured the assets acquired and liabilities assumed on the acquisitions in the period at their fair value on acquisition. The fair values of contract liabilities at acquisition dates were estimated to obtain a price that would be paid to transfer the liability in an orderly transaction between market participants. The approach used was based on a market participant's estimate of the costs that will be incurred to fulfil the obligation plus a normal profit margin, based on the overall cost profile over the life of the contract.
The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of businesses, the acquisition of branding, customer relationships and intellectual property, whether arising from separate purchases or from the acquisition as part of business combinations, and development expenditure, which is expected to generate future economic benefits, are based, to a considerable extent, on management's estimations. Independent specialists were engaged to review the assessment.
The fair value of these assets is determined by discounting estimated future net cash flows the asset is expected to generate where no active market for the assets exists. The use of different assumptions for the expectations of future cash flows and the discount rate would change the valuation of the intangible assets
Goodwill impairment
Goodwill is not considered impaired based on cash flow projections.
Critical accounting judgements
Revenue Recognition
There are a number of areas where judgement has been applied in respect of revenue recognition. A description of the way in which revenue and associated assets are recognised is detailed in note 3(e). in applying IFRS 15 Revenue from Contracts with Customers significant judgement which may affect the determination of the amount and timing of revenue from contracts with customer include: assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised.
Recovery of deferred tax assets
Deferred tax assets are recognised for deductible temporary differences only if the consolidated entity considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses.
Provisions
Onerous contract provisions are recognised where the unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
For the period to 29 February 2024, the Directors do not consider that they have made any other significant estimates, judgments or assumptions which would materially affect the balances and results reported in these Financial Statements or in the next period.
3. ALTERNATIVE PERFORMANCE MEASURES
In reporting financial information, the Group presents alternative performance measures ("APMs") which are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally. The alternative performance measures are not defined by IFRS and therefore may not be directly comparable with other companies' alternative performance measures. The key APMs that the Group uses are outlined below.
|
| Closest equivalent IFRS measure | Reconciling items to IFRS measure | Definition and purpose |
| Income Statement Measures | |||
| Adjusted EBITDA or Profit before tax (PBT) | Operating Profit OR Profit before Tax | Adjusting items | Adjusted Operating profit/Profit before tax excludes adjusting items. |
| Adjusting items | None | Refer to definition | Items which are not considered part of the normal operating costs of the business, are separately disclosed because of their size, nature or incidence are treated as adjusting. The Group believes the separate disclosure of these items provides additional useful information to users of the Financial Statements to enable a better understanding of the Group's underlying financial performance. These may include the financial effect of adjusting items such as, inter alia, restructuring costs, impairment charges, amortisation of acquired intangibles, costs relating to business combinations, one-off foreign exchange gains or losses, integration costs, acquisition-related expenses, share-based payment charges, contingent consideration and earn-outs, cloud computing configuration and customisation costs, and right-of-use asset disposal gains or losses. |
| Recurring Revenue | Revenue | See note 5 | Recurring Revenues are income occurring continuously and repeatedly. |
| Transactional Revenue | Revenue | See note 5 | Transactional Revenue are recognised at the point of transfer (delivery) to a customer. |
| Balance Sheet Measures | |||
| Net cash or debt | None | See note 16 | Net cash debt is defined as Cash and cash equivalents and short-term deposits, less Bank overdrafts and other current and non-current borrowings. |
| Cash Flow Measures | |||
| Cash conversion | None | Refer to definition | Adjusted operating cash flow as a percentage of Adjusted EBITDA. |
| Free cash flow | None | Refer to definition | Cash flow in the period after accounting for operating activities, investing activities, lease payments, intere-st and tax. |
4. SEGMENT INFORMATION
Revenue from continuing operations
| | 8 months February 2024 | 12 months June 2023 |
| | £000s | £000s |
| Recurring Revenues | 16,250 | - |
| Transactional Revenues | 4,872 | - |
|
| 21,122 | - |
Revenue is recognised for each category as follows:
• Recurring Revenues: income occurring continuously and repeatedly; and
• Transactional Revenues: recognised at the point of transfer (delivery) to a customer.
Operating segments
IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision makers to allocate resources to the segments and to assess their performance.
The chief operating decision makers have been identified as the Executive Directors. The Group revenue is derived from the sale and subscription of recurring and transactional revenue engagements with its customers. Consequently, the Executive Directors review the two revenue streams, but as the costs are not recorded in the same way, the information on costs is presented as one segment and as such the information included below is presented in line with management information.
|
| 8 months | 12 months |
|
| 29 February | 30 June |
|
| 2024 | 2023 |
|
| £000s | £000s |
|
|
| |
| Revenue | 21,122 | - |
| |
| |
| EBITDA | 1,997 | (1,006) |
| Acquisition expenses, stamp duties and relisting expenses | 2,309 | 484 |
| Share based payment expense | 72 | 96 |
| Adjusted EBITDA | 4,378 | (426) |
| Share based payment expense | (72) | (96) |
| Depreciation | (69) | - |
| Adjusted operating profit/(loss) | 4,237 | (522) |
| Amortisation of acquired intangible assets | (1,597) | - |
| Acquisition expenses, stamp duties and relisting expenses | (2,309) | (484) |
| Fair Value gain/(loss) on Financial Assets | 2,580 | (960) |
| Operating profit/(loss) | 2,911 | (1,966) |
| Net Finance income | 2,295 | 3,398 |
| Profit before tax from continuing operations | 5,206 | 1,432 |
| Corporation tax | (458) | - |
| Profit for the period from continuing opertions | 4,748 | 1,432 |
5. EARNINGS PER ORDINARY SHARE
Basic EPS is calculated by dividing the profit/(loss) attributable to equity holders of a company by the weighted average number of ordinary shares in issue during the year. Diluted EPS is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive instruments into ordinary shares.
The Company has issued 700,000 warrants, each of which is convertible into one ordinary share.
As more fully detailed in note 22 incentive shares in MAC I (BVI) Limited have been issued. On exercise, the value of these shares is expected to be delivered by the Company issuing new ordinary shares, and hence the Incentive Shares could have a dilutive effect, although the Company has the right at all times to settle such value in cash. As the Preferred Return has not currently been met, the Incentive Shares cannot be redeemed, therefore have not been included in the calculation of diluted EPS.
The Company has issued two sponsor shares, the sponsor shares have no right to receive distributions and so have been ignored for the purposes of IAS 33.
|
| For the 8 months ended 29 February 2024 | For the 12 months ended 30 June 2023 |
| Basic |
| |
| Profit attributable to owners of the parent (£000s) | 7,003 | 1,432 |
| Weighted average number of ordinary shares in issue | 133,200,000 | 133,200,000 |
| Basic profit per ordinary share (£'s) | 0.05 | 0.01 |
| Diluted |
| |
| Profit attributable to owners of the parent (£000s) | 7,003 | 1,432 |
| Weighted average shares in issue | 133,200,000 | 133,200,000 |
| Adjustment to number of shares for warrants | 700,000 | 700,000 |
| Adjusted weighted average shares in issue | 133,900,000 | 133,900,000 |
| Diluted profit per ordinary share (£'s) | 0.05 | 0.01 |
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