AdvancedAdvT
Limited
Interim Results for six
months to 31 December 2023
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 unaudited Interim
Results for the six months to 31 December 2023. The Group's
four operating units have been part of AdvT for five months, since
31 July 2023.
As previously announced, AdvT has
changed its financial year to the end of February.
Six
months to 31 December 2023 - financial
performance
·
Revenue from continuing operations of £15.1m.
Total revenue from all activities of £16.1m which includes revenue
from Synaptic Software Ltd which was disposed post period
end.
·
Recurring revenue represented 76% of total
revenues.
·
Adjusted EBITDA from continuing operations of
£3.7m ahead of management expectations.
·
Pre-tax profit of £3.3m (2022: loss
£0.1m).
·
Reported EPS of 2p.
·
Cash of £78.7m as at 31 December 2023 (June 2023:
£104.7m).
Operational highlights
·
Acquired core platform asset for £27m net cash
outflow after sale of Synaptic Software.
·
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.
·
Completed sale of non-core asset Synaptic Software
for £3.5m in January 2024.
·
Transfer to trading on AIM completed in January
2024.
Current trading and
outlook
The Group has made a good start to
the new financial year following strong progress on the initial
foundations laid following the completion of the acquisitions on 31
July 2023. We have secured a number of substantial contracts and
renewals which means that performance for the 12 months ending 28
February 2025 is expected to be ahead of Board
expectations.
Vin
Murria, AdvancedAdvT's Executive
Chairperson, said
"In the short time since we acquired the Capita businesses, we
have made very good progress with their operational performance
which has improved markedly.
"We have now established a core software platform for
developing the Group and identified a number of potential
acquisition opportunities.
"After changing the financial year end to February, we
concluded the remaining two months of the year and have started the
new financial year well, securing a number of multi-million pound
contracts.
"We remain optimistic about the opportunities for organic and
acquisitive growth ahead."
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.
Strategic overview
The acquisition of the Capita
businesses provide a core platform for AdvT to execute on its
strategy, which is centred around backing sectors characterised by
long term digitisation trends, that are in early stages of adoption
and set to transform the workplace for professionals for the next
few decades.
In the five months since the Group
acquired the Capita businesses, 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.
These initiatives were 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.
Moving forward, our business
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.
The Group continues to hold a 9.8%
stake in M&C Saatchi plc.
Operational review
Our business solutions and
healthcare compliance operations, IBSS and 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.
Within the human capital management
operations, Retain and WFM, the Group successfully onboarded
several new customers onto its SaaS platform. Additionally, the
Group has also began investing in new product offerings, roadmap
features and functionality.
As anticipated, the Group is
observing positive digitalisation trends across both business
solutions and healthcare compliance operations. The recently
launched automated clinical coding solution has been adopted by the
Group's first customer, with a pipeline of further opportunities
being developed. Moreover, there is an increasing demand for
digital services and solutions out of the Ireland-based
operations.
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 Group is
currently advancing well-defined plans and executing actions to
transition these services and systems onto the Group's new
platforms.
M&A continues to be a core part
of the Group's strategy and there has been a notable increase in
inbound opportunities. The Board will continue to evaluate these
against its acquisition criteria.
Financial review
For the six months ended 31 December
2023, during which the businesses were owned for approximately five
months, revenue from continuing operations amounted to £15.1
million from the four acquired businesses. Recurring revenues from
continuing operations as a proportion of total revenue was 76%
during the period.
Revenue from Synaptic Software
Limited, which was sold on 26 January 2024, contributed sales of
£1.0 million during its five months of ownership and net profit of
less than £0.1 million for the same period. This has been presented
as discontinued operations in the condensed consolidated statement
of comprehensive income.
Adjusted EBITDA from continuing
operations, which is a key underlying measurement of the Group, was
£3.7 million for the period. The table below reconciles to the
Condensed Consolidated Statement of Comprehensive
Income.
Summary results from continuing operations for the six months
to 31 December 2023
|
£000s
|
|
|
Revenue
|
15,147
|
|
|
EBITDA
|
1,797
|
Acquisition expenses, stamp duties
and relisting expenses
|
1,848
|
Share based payment
expense
|
54
|
Adjusted EBITDA
|
3,699
|
Share based payment
expense
|
(54)
|
Depreciation
|
(57)
|
Adjusted operating profit
|
3,588
|
Amortisation of acquired intangible
assets
|
(1,134)
|
Acquisition expenses, stamp duties
and relisting expenses
|
(1,848)
|
Fair value gain on Financial
Assets
|
960
|
Operating profit
|
1,566
|
As we continue to standardise,
optimise and integrate the acquisition businesses we believe this
will lead to improved margins, albeit initially offset by the
activities and costs of decoupling from the Capita plc systems and
services.
Net cash was £78.7 million at
December 31, 2023 (June 30, 2023 £104.7m prior net cash outflow of
£30.4 million for the acquisitions).
Adjusted Operating cashflow was £4.3
million representing 116% cash conversion of adjusted
EBITDA.
Free cash flow, as presented below,
from continuing activities was £4.4 million.
Free cashflow from continuing activities
|
£000s
|
|
|
Operating profit
|
1,566
|
Fair value gain on Financial
Asset
|
(960)
|
Depreciation
|
57
|
Acquisition expenses, stamp duties
and relisting expenses
|
1,848
|
Amortisation and impairment of
intangible assets
|
1,134
|
Share based payment
expense
|
54
|
Adjusted EBITDA
|
3,699
|
Unrealised exchange
losses
|
(1)
|
Decrease/(increase) in working
capital
|
1,357
|
Capital expenditure
|
(775)
|
Adjusted operating cashflow
|
4,280
|
Cash Conversion
|
116%
|
Acquisition expenses, stamp duties
and relisting expenses
|
(1,848)
|
Interest income
|
1,994
|
Free cashflow
|
4,426
|
The group has an investment in
M&C Saatchi plc. This asset is held at fair value through
profit or loss (FVTPL) and was valued at £19.2 million at 31
December 2023 (£18.2 million at 30 June 2023). An increase of £0.96
million in fair value was recognised in the Consolidated Statement
of Comprehensive Income during the period.
The Group's profit before taxation
was £3.3m (31 December 2022: loss £0.1m).
The Directors are not currently
recommending a dividend. The Board intends to evaluate the Group's
dividend policy following significant deployment of the raised
capital and will only commence the payment of dividends when it
becomes commercially prudent to do so.
Condensed Consolidated Statement of
Comprehensive Income
|
|
Six months
ended
|
Six
months
ended
|
|
|
31 December
|
31
December
|
|
|
2023
|
2022
|
|
|
Unaudited
|
Unaudited
|
|
|
£000s
|
£000s
|
|
|
|
|
Revenue
|
|
15,147
|
-
|
|
|
|
|
Cost of sales
|
|
(6,065)
|
-
|
|
|
|
|
Gross Profit
|
|
9,082
|
|
|
|
|
|
Administrative expenses
|
|
(7,285)
|
(167)
|
Depreciation
|
|
(57)
|
|
Amortisation of acquired
intangibles
|
|
(1,134)
|
|
Fair Value on Financial
Assets
|
|
960
|
(1,080)
|
|
|
|
|
Operating profit/(loss)
|
|
1,566
|
(1,247)
|
|
|
|
|
Net Finance Income
|
|
1,754
|
1,134
|
|
|
|
|
Profit/(loss) before tax for continuing
operations
|
|
3,320
|
(113)
|
|
|
|
|
Taxation
|
|
(284)
|
-
|
|
|
|
|
Profit/(loss) for the period from
continuing operations
|
|
3,036
|
(113)
|
|
|
|
|
Discontinued Operations
|
|
|
|
Profit for period from discontinued
operations
|
|
48
|
-
|
|
|
|
|
Total comprehensive profit/(loss) for the period attributable
to owners of the parent
|
|
3,084
|
(113)
|
|
|
|
|
Profit/(Loss) per ordinary share (£)
|
|
|
|
Basic
|
|
0.02
|
(0.00)
|
Diluted
|
|
0.02
|
(0.00)
|
Condensed Consolidated Statement of Financial
Position
|
|
As at
31 December
2023
|
As
at
30
June
2023
|
|
|
Unaudited
|
Audited
|
Non-current assets
|
|
£000s
|
£000s
|
Intangible assets
|
|
19,212
|
-
|
Goodwill
|
|
23,175
|
-
|
Property, plant and
equipment
|
|
70
|
-
|
Contract fulfilment
assets
|
|
892
|
-
|
Deferred tax
|
|
1,407
|
-
|
Financial asset at fair value
through profit or loss
|
|
19,200
|
18,240
|
Non-current assets held for
sale
|
|
471
|
-
|
|
|
64,427
|
18,240
|
Current assets
|
|
|
|
Trade and other
receivables
|
|
7,794
|
1,011
|
Current Assets held for
sale
|
|
455
|
-
|
Cash and cash equivalents
|
|
78,738
|
104,696
|
Total current assets
|
|
86,987
|
105,707
|
|
|
|
|
Total assets
|
|
151,414
|
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
|
|
455
|
401
|
Accumulated losses
|
|
(5,745)
|
(8,829)
|
Total equity
|
|
126,324
|
123,186
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
10,400
|
761
|
Contractual liabilities
|
|
10,859
|
-
|
Current Liabilities held for
sale
|
|
796
|
-
|
Total current liabilities
|
|
22,055
|
761
|
|
|
|
|
|
|
As at
31 December
2023
|
As
at
30
June
2023
|
|
|
Unaudited
|
Audited
|
|
|
£000s
|
£000s
|
Non-current Liabilities
|
|
|
|
Contractual liabilities
|
|
993
|
-
|
Provisions
|
|
2,042
|
-
|
Total non-current liabilities
|
|
3,035
|
761
|
|
|
|
|
Total equity and liabilities
|
|
151,414
|
123,947
|
Condensed Consolidated Statement of Changes in
Equity
|
Sponsor
share
£000s
|
Ordinary
shares
£000s
|
Warrant
reserves
£000s
|
Warrant cancellation
Reserve
£000s
|
Share based payment
reserve
£000s
|
Accumulated
losses
£000s
|
Total
equity
£000s
|
Balance as at 30 June 2022
(Audited)
|
-
|
131,166
|
98
|
350
|
305
|
(10,261)
|
121,658
|
Total comprehensive loss for
the period
|
-
|
-
|
-
|
-
|
-
|
(113)
|
(113)
|
Share-based payment
expense
|
-
|
-
|
-
|
-
|
48
|
-
|
48
|
Balance as at 31 December
2022 (Unaudited)
|
-
|
131,166
|
98
|
350
|
353
|
(10,374)
|
121,593
|
Total comprehensive profit
for the period
|
-
|
-
|
-
|
-
|
-
|
1,545
|
1,545
|
Share-based payment
expense
|
-
|
-
|
-
|
-
|
48
|
-
|
48
|
Balance as at 30 June 2023
(Audited)
|
-
|
131,166
|
98
|
350
|
401
|
(8,829)
|
123,186
|
Total comprehensive profit
for the period
|
-
|
-
|
-
|
-
|
-
|
3,084
|
3,084
|
Share-based payment
expense
|
-
|
-
|
-
|
-
|
54
|
-
|
54
|
Balance as at 31 December
2023 (Unaudited)
|
-
|
131,166
|
98
|
350
|
455
|
(5,745)
|
126,324
|
Condensed Consolidated Statement of Cash
Flows
|
|
Six months
ended
31 December
2023
|
Six
months
ended
31
December
2022
|
|
|
Unaudited
|
Unaudited
|
Cashflow from operating activities
|
|
£000s
|
£000s
|
Profit/(loss) before taxation for
the period
|
|
3,368
|
(113)
|
Adjustments for:
|
|
|
|
Depreciation
|
|
57
|
-
|
Amortisation
|
|
1,134
|
-
|
Interest income
|
|
(1,752)
|
(1,134)
|
Fair Value adjustment on
Investment
|
|
(960)
|
1,080
|
Unrealised exchange
(losses)
|
|
(1)
|
-
|
Add back share-based payment
expense
|
|
54
|
48
|
|
|
|
|
Working capital adjustments:
|
|
|
|
(Increase) in trade and other
receivables and Prepayments
|
|
(665)
|
(288)
|
(Increase) in contractual fulfilment
assets
|
|
(74)
|
-
|
Increase/(decrease) in trade
and other payables
|
|
2,223
|
(1,608)
|
Net
cash flows from operating activities
|
|
3,384
|
(2,015)
|
|
|
|
|
Cash flow used in investing activities
|
|
|
|
Purchase of property, plant and
equipment
|
|
(5)
|
-
|
Development of intangible
assets
|
|
(886)
|
-
|
Acquisition of subsidiaries, net of
cash acquired
|
|
(30,443)
|
-
|
Net
cash flow used in investing activities
|
|
(31,334)
|
-
|
|
|
|
|
Financing activities
|
|
|
|
Interest income
|
|
1,992
|
861
|
Net
cash flows from financing activities
|
|
1,992
|
861
|
|
|
|
|
Net (decrease) in cash and cash
equivalents
|
|
(25,958)
|
(1,154)
|
Cash and cash equivalents at the
beginning of the period
|
|
104,696
|
104,170
|
Cash and cash equivalents at the end of the
period
|
|
78,738
|
103,016
|
Notes to the Condensed 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. The Company was admitted on the AIM Market of the London
Stock Exchange on 10 January 2024 and has its registered address at
Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola,
British Virgin Islands VG1110 and UK establishment at 11 Buckingham
Street, London WC2N 6DF.
The Company 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's wholly-owned
subsidiaries, together with the Company, the "Group".
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. 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.
The fair value of these assets is
determined by discounting estimated future net cash flows generated
by the asset
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.
Whilst the accounting for business
combinations is substantially complete, certain acquisition fair
value estimates are in the process of being finalised.
Management have engaged with specialists in this regard and at the
date of this report do not expect any differences to have a
material effect on the numbers as reported in these Consolidated
Interim Financial Statements.
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 the notes to the Financial
Statements.
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.
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 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
|
Refer to segmentation
|
Recurring revenues are defined as
the revenue streams of the Group that are recurring in
nature.
|
Transactional Revenue
|
Revenue
|
Refer to segmentation
|
Transactional revenue is defined as
the streams of the Group that arise from one-off fees and service
engagements.
|
Balance Sheet Measures
|
Net cash or debt
|
None
|
Refer to definition
|
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, interest and tax.
|
4. SEGMENT INFORMATION
Revenue from continuing operations
|
Six months
ended 31
December
2023
Unaudited
|
Six
months
ended 31
December
2022
Unaudited
|
|
£000s
|
£000s
|
Recurring Revenues
|
11,575
|
-
|
Transactional Revenues
|
3,572
|
-
|
|
15,147
|
-
|
Revenue is recognised for each
category as follows:
• Recurring Revenues: income
occurring continuously and repeatedly.
• 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.
|
Six months
ended
|
Six
months
ended
|
|
31 December
|
31
December
|
|
2023
|
2022
|
|
Unaudited
|
Unaudited
|
|
£000s
|
£000s
|
|
|
|
Revenue
|
15,147
|
-
|
|
|
|
EBITDA
|
1,797
|
(167)
|
Acquisition expenses, stamp duties
and relisting expenses
|
1,848
|
(104)
|
Share based payment
expense
|
54
|
48
|
Adjusted EBITDA
|
3,699
|
(223)
|
Share based payment
expense
|
(54)
|
(48)
|
Depreciation
|
(57)
|
-
|
Adjusted operating profit
|
3,588
|
(271)
|
Amortisation of acquired intangible
assets
|
(1,134)
|
-
|
Acquisition expenses, stamp duties
and relisting expenses
|
(1,848)
|
104
|
Fair Value gain on Financial
Assets
|
960
|
(1,080)
|
Operating profit
|
1,566
|
(1,247)
|
5. EMPLOYEES AND DIRECTORS
(a) Employment costs for the Group during the
period:
|
Six months
ended 31
December
2023
Unaudited
|
Six
months
ended 31
December
2022
Unaudited
|
|
£000s
|
£000s
|
Wages and salaries
|
6,758
|
96
|
Pension contributions
|
179
|
4
|
Social security costs
|
638
|
12
|
Total employment costs expense
|
7,575
|
112
|
(b) Key management compensation
The Board considers the Directors of
the Company, to be the key management personnel of the
Group.
During the six months ended 31
December 2023, the Company had the following executive directors:
Vin Murria, Gavin Hugill and Karen Chandler. The roles and
responsibilities and salaries of all directors changed following
the completion of the Acquisitions and subsequent
re-listing.
In conjunction with the Company's
admission to AIM, in addition to Mark Brangstrup Watts, two
independent non-executive directors were appointed, Barbara Firth
(the Senior Independent Director) and Paul Gibson.
Full details in respect of the
directors' roles and remuneration are set out in the Company's
prospectus dated January 8th, 2024.
Vin Murria, Gavin Hugill, Karen
Chandler and Mark Brangstrup Watts all have a beneficial interest
in the A ordinary shares (Incentive Shares) issued by the Company's
subsidiary.
(c) Employed persons
The average monthly number of
persons employed by the Group (including Directors) during the
period was as follows (persons from Acquisitions included for five
of the six months):
|
Six months
ended 31
December
2023
Unaudited
|
Six
months
ended 31
December
2022
Unaudited
|
|
number
|
number
|
Leadership
|
9
|
2
|
Management
|
6
|
-
|
Technical
|
165
|
-
|
Sales & Marketing
|
18
|
-
|
Administration
|
11
|
-
|
|
209
|
2
|
6. INTANGIBLE ASSETS
|
Goodwill
|
Customer
relationships
|
Brand names
|
Software and IP on
Acquisition
|
Internal Software
Development
|
Total
|
|
£000s
|
£000s
|
£000s
|
£000s
|
£000s
|
£000s
|
Cost
|
|
|
|
|
|
|
Additions on Acquisition
|
23,175
|
8,678
|
1,558
|
9,340
|
-
|
42,751
|
Additions*
|
-
|
-
|
-
|
-
|
770
|
770
|
At 31 December 2023
|
23,175
|
8,678
|
1,558
|
9,340
|
770
|
43,521
|
|
|
|
|
|
|
|
Accumulated amortisation
|
|
|
|
|
|
|
Additions on Acquisition
|
-
|
-
|
-
|
-
|
-
|
-
|
Amortisation
|
-
|
362
|
130
|
642
|
-
|
1,134
|
At 31 December 2023
|
-
|
362
|
130
|
642
|
-
|
1,134
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
|
At 31 December 2023
|
23,175
|
8,316
|
1,428
|
8,698
|
770
|
42,387
|
|
|
|
|
|
|
|
*Synaptic, an asset head for sale,
added a further £116,000 of Internal software development in the
period.
7. ACQUISITIONS
In the period, the Group acquired
five businesses - IBSS, CHKS, Retain, WFM and Synaptic. Outlined
below is a summary of the consideration paid, the provisional fair
value of acquired intangible assets, the provisional fair value of
other acquired assets and liabilities assumed at the acquisition
date and the resulting goodwill for each entity acquired, subject
to the finalisation of the purchase price allocation
report.
On 31 July 2023, AdvancedAdvT
Limited completed the acquisition of five businesses from Capita
plc for cash consideration of £44 million, funded from the
Company's cash resources. The net cash outflow as detailed below
reflects the consideration paid, net of the cash acquired.
Details on each of the entity's acquired is set out
below:
•
Business Solutions (IBSS): provision
of financial management software solutions and services. Innovative
software solutions allows organisations to achieve their financial
and eBusiness strategies by driving transformational changes. Its
solutions can be hosted in both the private and public cloud and
are trusted by more than 150 public, health and private
organisations in the UK and Ireland. The use of AI and
digitalisation are expected to be highly valuable to these
markets.
• Healthcare Compliance (CHKS): one of
the leading providers of healthcare intelligence compliance and
benchmarking software to address the governance, risk and
compliance needs of its healthcare customers. Its UK based
tech-enabled solutions of accreditation, benchmarking and coding
services play a role in transforming healthcare services, knowledge
sharing and best practice to the healthcare industry
globally.
• Human Capital Management (Retain): an
industry leading global resource planning and talent management
software and service provider. Its solutions integrate with leading
enterprise resource planning systems and are trusted by some of the
largest global consultancies to deliver effective management and
allocation of resources; optimise utilisation and productivity, and
enable efficient cost management, financial and staff planning
tasks.
• Human Capital Management (WFM): a
workforce management software provider, with well-established UK
presence and embedded relationships across 300+ clients. They can
handle highly complex payroll and workforce management requirements
whilst providing real-time employee tracking and tangible
efficiency benefits through it comprehensive time and attendance
and access control solutions.
• Research and Data (Synaptic): is an
end-to-end research led SaaS technology solution platform with a
full suite of independent data, compliance, risk, suitability and
research tools to the UK financial advice market. The Board
concluded that it would be better for Synaptic to have a more
strategically aligned owner and on 21 November 2023 agreed to its
Disposal, which was completed on 26 January 2024.
The following table summarises the
consideration paid for acquisitions, the fair value of assets
acquired and liabilities assumed at the acquisition
date.
|
IBSS
|
CHKS
|
Retain
|
WFM
|
Synaptic
|
Total
|
|
Fair
value
|
Fair
value
|
Fair
value
|
Fair
value
|
Fair
value
|
Fair value
|
|
£000s
|
£000s
|
£000s
|
£000s
|
£000s
|
£000s
|
Consideration
|
|
|
|
|
|
|
Cash
|
26,116
|
4,854
|
8,281
|
2,741
|
2,403
|
44,395
|
|
|
|
|
|
|
|
Cash and cash equivalents
acquired
|
5,765
|
2,009
|
3,395
|
1,214
|
1,569
|
13,952
|
Net Cash outflow
|
20,351
|
2,845
|
4,886
|
1,527
|
834
|
30,443
|
|
|
|
|
|
|
|
Property, plant and
equipment
|
-
|
121
|
-
|
-
|
-
|
121
|
Trade and other
receivables
|
3,875
|
1,415
|
1,451
|
321
|
373
|
7,435
|
Trade and other payables
|
(668)
|
(240)
|
(1,010)
|
(187)
|
(402)
|
(2,507)
|
Contractual Liabilities
|
(7,782)
|
(1,039)
|
(3,472)
|
(1,406)
|
(187)
|
(13,886)
|
Contract fulfilment
assets
|
656
|
-
|
103
|
59
|
-
|
818
|
Tax liability on
intangibles
|
(2,766)
|
(439)
|
(390)
|
(542)
|
-
|
(4,137)
|
Deferred tax assets on
acquisition
|
544
|
(208)
|
580
|
643
|
331
|
1,890
|
Provision
|
(2,042)
|
-
|
-
|
-
|
-
|
(2,042)
|
Customer relationships identified on
acquisition
|
5,214
|
1,424
|
1,144
|
896
|
-
|
8,678
|
Software and intellectual property
identified on acquisition
|
6,362
|
238
|
1,501
|
1,239
|
-
|
9,340
|
Brand name identified on
acquisition
|
717
|
317
|
417
|
107
|
-
|
1,558
|
Total identifiable net
assets
|
4,110
|
1,589
|
324
|
1,130
|
115
|
7,268
|
Goodwill
|
16,241
|
1,256
|
4,562
|
397
|
719
|
23,175
|
|
20,351
|
2,845
|
4,886
|
1,527
|
834
|
30,443
|
Amortisation period
|
|
|
|
|
|
|
Customer relationships
|
10years
|
10years
|
10years
|
10years
|
|
|
Software and IP on
acquisition
|
6years
|
5years
|
8years
|
5years
|
|
|
Brand name identified
|
5years
|
5years
|
5years
|
5years
|
|
|
Acquisition related costs of £0.8
million has been charged to the statement of comprehensive income
within administration expenses in the six months to 31st
December, relating to the acquisition of the five
businesses.
None of the goodwill is expected to
be deductible for tax purposes.
The acquisitions recognised £16.1
million of revenue for the period between the date of acquisition
and the balance sheet date and £3.0 million of profit before tax
attributable to equity holders of the parent. As a preliminary
assessment, had the acquisitions been completed on the first day of
the period, as opposed to the completion date of 1 August 2023,
Group revenues from continuing activities would have been
approximately £2.9 million higher and group profit before tax
attributable to equity holders of the parent would have been
approximately £0.3 million higher.
8. POST BALANCE SHEET EVENTS
On 21 November 2023 the Group
conditionally agreed to sell Synaptic for an enterprise value of
£3.5m. The sale was subject to and conditional upon FCA approval
which was duly received resulting in the completion of the sale on
26 January 2024.
No other matter or circumstance has
arisen since 31 December 2023 that has significantly affected, or
may significantly affect the consolidated entity's operations, the
results of those operations, or the consolidated entity's state of
affairs as at the date of this report.
9. DISCONTINUED
OPERATIONS
On 21 November 2023, the Company
conditionally agreed to sell Synaptic. Synaptic has been classified
as a discontinued operation within the Interim Financial
Statements.
Results of Synaptic Software Limited
included in the group consolidation for the period are presented
below:
|
Six Months
to 31 December 2023
|
Six Months
to 31 December 2022
|
|
£000s
|
£000s
|
Revenue from contracts with
customers
|
1,009
|
-
|
Expenses
|
(959)
|
-
|
Operating Income
|
50
|
-
|
Finance Costs
|
2
|
-
|
Profit/(Loss) before tax for
discontinued operations
|
48
|
-
|
Tax
benefit/(Expense)
|
-
|
-
|
Profit/(Loss) for period from
discontinued operations
|
48
|
-
|
The discontinued operation was not
material to the calculation of earnings per share.
The following assets and liabilities
were reclassified as held for sale in relation to the discontinued
operation as at 31 December 2023:
|
As at 31
December 2023
£000s
|
As at
30
June
2023
£000s
|
Assets classified as held for sale
|
|
-
|
Intangible Assets
|
116
|
-
|
Deferred Tax
|
355
|
-
|
Total intangible assets held for sale
Trade and other
receivables
|
471
455
|
-
-
|
Total assets held for sale
|
926
|
-
|
|
|
|
Liabilities classified as held for sale
|
|
|
Trade and other payables
|
661
|
-
|
Contractual liabilities
|
128
|
-
|
Current tax payable
|
7
|
-
|
Total liabilities held for sale
|
796
|
-
|
The discontinued operation generated
the following cashflows which have been included in the cash flow
statement:
|
Six Months
to 31 December 2023
£000s
|
Six Months
to 31 December 2022
£000s
|
|
|
|
Operating activities
|
176
|
-
|
Investing activities
|
(116)
|
-
|
Financing activities
|
(2)
|
-
|
Total cashflow contributed by the discontinued
operation
|
58
|
|