REG - AdvancedAdvT Limited - Audited Results for 8 Months to 29 February 2024
22/07/2024 07:00
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RNS Number : 1840X AdvancedAdvT Limited 22 July 2024
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 c/o Meare Consulting
Gavin Hugill, Chief Financial Officer
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 £000s
2024
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 £000s
2024
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 As at
29 February 30 June
2024 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 Translation reserve Retained earnings Total equity
£000s £000s £000s £000s £000s
£000s £000s
£000s
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 12 months
ended ended
29 February 30 June
2024 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 12 months
ended 29
ended 30
February 2024 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
ended
ended
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 For the 12 months ended
months ended 30 June 2023
29 February 2024
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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