Beeks Financial Cloud Group
plc
("Beeks" or the
"Company")
Final Results for the year
ended 30 June 2024
7 October 2024: Beeks
Financial Cloud Group plc (AIM: BKS), a cloud computing and
connectivity provider for financial markets, is pleased to announce
its final results for the year ended 30 June 2024.
Financial highlights
·
|
Revenues1 increased 27%
to £28.5m (2023: £22.4m)
|
·
|
Annualised Committed Monthly
Recurring Revenue (ACMRR) up 18% to £28.0m (2023: £23.8m)
increasing further to £28.5m by the end of August 2024 following a
strong start to the new financial year
|
·
|
Gross profit up 24% to £11.3m (2023:
£9.1m)
|
·
|
Underlying2 EBITDA
increased 27% to £10.7m (2023: £8.4m)
|
·
|
Underlying profit before
tax3 increased 68% to £3.9m (2023: £2.3m)
|
·
|
Underlying diluted EPS4
6.36p (2023: 3.96p)
|
·
|
Positive operational free cash flow
position, with Net cash5 as at 30 June 2024 of £6.6m (30
June 2023: £4.4m) notwithstanding continued investment in Beeks'
product offering
|
1 Revenue referenced
throughout the accounts excludes grant income and rental
income
2 Underlying EBITDA is defined
as profit for the year before amortisation, depreciation, finance
costs, taxation, acquisition costs, share based payments, exchange
rate gains/losses on statement of financial position translation
and exceptional non-recurring costs
3 Underlying profit before tax
is defined as profit before tax excluding amortisation on acquired
intangibles, acquisition costs, share based payments, exchange rate
gains/losses on statement of financial position translation and
exceptional non-recurring costs
4 Underlying diluted EPS is
defined as profit for the year excluding amortisation on acquired
intangibles, acquisition costs, share based payments, exchange rate
gains/losses on statement of financial position translation and
exceptional non-recurring costs divided by the number of shares
including any dilutive share options
5 Net cash is defined as
closing cash less closing asset financing loans and bank
loans.
Statutory Equivalents
The above highlights are based on
underlying results. Reconciliations between underlying and
statutory results are contained within these financial statements.
The statutory equivalents of the above results are as
follows:
·
|
Profit before tax was £1.46m (2023:
Loss before tax £0.65m)
|
·
|
Basic (LPS)/EPS was 3.33p (2023:
Loss per share 0.14p)
|
Operational highlights
Significant growth of Tier 1 customer base and expansion with
existing customers:
·
|
Post-period multi-year Exchange
Cloud contract with one of the largest exchange groups globally
received regulatory approval, as announced in February. Beeks
remains under a Non-Disclosure Agreement (NDA) with the exchange
until the product's launch, which remains on track
|
·
|
Further significant extensions of
the JSE contract, including the launch of JSE's Colo 2.0 offering
in September 23 and the addition of a second data centre location,
as announced in August 24
|
·
|
Significant Proximity Cloud wins
including £5m contract with one of the world's largest banking
Groups, and a $3.6m (c£2.7m) contract in aggregate over a five-year
period with a Tier 1 investment manager
|
·
|
Private Cloud Contracts to a value
of $4m (c£3m) signed in July, including a significant win, via a
partner, with one of the UK's largest banks
|
·
|
Further expansion potential remains
across the vast majority of existing customers
|
Investment in enhanced security and continued product
innovation:
·
|
Completed industry-leading SOC 2
Type 1 security compliance for Proximity and Exchange Cloud
Products, as announced in March, and successfully achieved ISO
22301 the Global standard for Business Continuity
Management
|
·
|
Strategic partnership with
Securities & Trading Technology (STT) to meet the evolving
needs of global financial markets, and a collaboration with
BlueVoyant, to enhance security protection
|
·
|
Investment and implementation of new
layered security defences & mitigations including; Privileged
Access Management (PAM), External Attack Surface Management (EASM),
and the Security Awareness Training Platform.
|
·
|
Major Analytics releases providing
new features, with ongoing investment into Artificial Intelligence
in Beeks Analytics, implementing the next version of AI
capability
|
·
|
Investment in inventory, team and
sales and marketing, to deliver on the growth
opportunity:
|
·
|
Strengthened our team with the
appointment of key personnel in strategic regions, including a Head
of APAC and a Technical Pre-Sales Specialist.
|
·
|
Increased brand awareness through
participation in key industry conferences, including events in
Istanbul, London, Chicago, New York, Boca Raton, and
Johannesburg.
|
·
|
Further investment into inventory,
ensuring the Group is capable of delivering against all contracts
either signed or in the immediate pipeline.
|
Outlook
·
|
Material growth in sales pipeline
for Exchange Cloud, with several major international exchanges
entering the final stages of contracting, and others at earlier
points in the sales funnel
|
·
|
Significant opportunity to scale
Exchange Cloud through expansion with existing customers, the JSE
contract serving as an example of the expansion potential once a
customer has signed
|
·
|
Favourable market trends as the
financial services sector continues to shift to cloud
computing
|
·
|
Even at this early stage of the
year, the Board is confident in achieving results for FY25 in line
with its expectations, underpinned by high levels of recurring
revenue, a strong pipeline, an established, international
reputation and a significant market opportunity
|
Gordon McArthur, CEO of Beeks,
commented: "This has been another year of strong trading
with double-digit growth across the board. Demand for our
product is stronger than ever, fuelling a regular flow of new
contract wins and extensions that offer long-term, recurring
revenues. The expansion of our customer base is a testament to the
value of our offering becoming increasingly recognised by the
market and has resulted in a record sales pipeline. Exchange Cloud
continues to offer the most exciting opportunity with a pipeline
comprising of some of the world's largest
exchanges.
Supported by favourable market trends and our increasingly
recognised international reputation, we are confident in driving
this momentum into the next financial year and
beyond."
For
further information please contact:
Beeks Financial Cloud Group plc
|
|
Gordon McArthur, CEO
|
via Alma
|
Fraser McDonald, CFO
|
|
|
|
Canaccord Genuity
|
+44 (0)20 7523 8000
|
Adam James / George
Grainger
|
|
|
|
Alma Strategic Communications
|
+44(0)20 3405 0205
|
Caroline Forde / Joe Pederzolli /
Emma Thompson
|
|
About Beeks:
Cloud computing is crucial to
Capital Markets and finance.
Beeks Group is a leading managed
cloud provider exclusively within this fast-moving sector. Our
Infrastructure-as-a-Service model is optimised for low-latency
private cloud compute, connectivity and analytics, providing the
flexibility to deploy and connect to exchanges, trading venues and
public cloud for a true hybrid cloud experience.
ISO 27001 certified, we provide
world-class security aligned to global security
requirements.
Founded in 2011, Beeks Group is
listed on the London Stock Exchange (LSE: BKS) and has enjoyed
continued growth each year. Beeks Group now employs over 100 team
members across the globe with the majority based at our Renfrew
HQ.
Find out more at
beeksgroup.com
Chairman's Statement
Beeks has yet again proven its
leading position and reputation in providing advanced technology
solutions the capital markets, catering to the needs of the largest
financial organisations globally. Revenues to the 30 June 2024
increased by 27% to £28.5m (2023: £22.4m), and underlying EBITDA by
27% to £10.7m (2023: £8.4m). The Group delivered an exit ACMRR of
£28.0m (2023: £23.8m), up 18% in the year, providing a strong basis
for continued growth in FY24.
Strong progress has been made
against our financial and strategic objectives in FY24, exemplified
by another set of impressive financial results, representing a
period of significant growth. We are delighted to have now moved
into a more profitable and operationally cash-generative position,
yet again delivering double-digit increases in revenue, EBITDA, PBT
and ACMRR, driven by a strong performance across Beeks' Private,
Proximity and Exchange Cloud offerings.
I am particularly pleased with the
strategic progress made during the year. Notwithstanding the strong
performance across our Private and Proximity Cloud products, we
continue to be highly optimistic about Exchange Cloud's
transformational prospects for Beeks. With three exchanges now
signed up to the offering and clear traction gained during the
period under review, we look forward to capitalising on the
offering's steadily increasing momentum.
I would like to take this
opportunity to extend my thanks to the team at Beeks, without whom
such a pleasing performance would not have been
possible.
It is clear that we have a solid
foundation on which to grow, bolstered by increasing levels of
revenue visibility for FY25 and beyond. The conversion of our new
customer sales pipeline remains a core focus moving forwards, and
the current period has started very encouragingly, with significant
new contracts already secured, providing confidence in the delivery
of FY25 financial results in line with the Board's
expectations.
Mark Cubitt
Chairman
4 October 2024
Strategic Report
Market Overview
"Cloud has become
essentially indispensable. However, the tables are turning:
business outcomes are now shaping cloud models, rather than the
other way around."
Sid Nag, Vice President Analyst at
Gartner
Growth in Cloud Adoption
As cloud computing continues to
drive digital transformation, its role in financial markets and
payments is evolving. What was once a tool to enable innovation is
now being shaped by the specific needs of financial institutions.
The global IaaS market is forecast to grow significantly, but the
focus is shifting from basic infrastructure provision to solving
complex business challenges like regulatory compliance,
cybersecurity, sustainability, and operational
efficiency.
Regulatory Compliance and Data
Sovereignty
As regulations grow more stringent,
particularly in the EU and US, cloud providers must ensure robust
compliance frameworks. Financial institutions need cloud solutions
that can address data residency requirements while maintaining
operational efficiency. Beeks, with its SOC2 certification and
extensive experience in regulated markets, is well-positioned to
meet this demand.
Cybersecurity
As cyber threats become more
sophisticated, financial institutions are prioritising security
above all else. They require cloud infrastructure that not only
offers low-latency and scalability but also protects sensitive
financial data. Beeks' partnership with BlueVoyant and our in-house
cybersecurity measures give us a competitive edge in this rapidly
growing area of concern.
Sustainability and Green
Finance:
Cloud infrastructure is increasingly
seen as a tool to help financial firms meet their sustainability
goals. By migrating to cloud environments, institutions can reduce
their carbon footprint compared to traditional on-premise data
centres. Beeks' global network of energy-efficient data centres
aligns with the sustainability objectives of financial
institutions, making us a valuable partner for firms focused on
green finance initiatives.
Real-time Data and
Analytics
In financial markets, real-time data
is critical for decision-making. Cloud solutions that deliver
ultra-low latency and high-performance analytics are in high
demand. Beeks' infrastructure is designed to handle the real-time
data needs of financial institutions, enabling clients to make
quicker, more informed decisions in fast-moving markets.
Payment Modernisation
The payments industry is evolving
rapidly, with new technologies like real-time payments and Central
Bank Digital Currencies (CBDCs) becoming mainstream. Financial
institutions need scalable cloud solutions that can adapt to these
innovations. Beeks' flexible infrastructure supports the complex
requirements of modern payment systems, positioning us at the
forefront of this transformation.
AI in Risk Management
Artificial Intelligence is
increasingly being used to manage risk and detect fraud in
financial services. Institutions require cloud environments that
can support complex AI models and provide the computational power
needed for real-time risk analysis. Beeks offers the infrastructure
to meet these growing demands, allowing financial firms to deploy
AI solutions at scale.
Positioning for the
Future
With an addressable market that
includes over 21,000 banks and hundreds of global exchanges, Beeks
is uniquely positioned to capitalise on the continued growth of
cloud adoption in financial services. As the demand for real-time
data processing increases, particularly for high-frequency trading
and risk management, Beeks' ultra-low latency infrastructure
ensures our clients remain competitive in fast-paced
markets.
Our cloud solutions are also built
to support the growing integration of artificial intelligence (AI)
in financial services, particularly in areas such as risk
management, fraud detection, and automated trading strategies. As
AI adoption scales, financial institutions will rely on cloud
providers like Beeks to handle the complex computational workloads
required to deliver real-time insights and improve
decision-making.
As more financial organisations
adopt cloud-first IT strategies, there's a growing trend towards
outsourcing functions that demand hands-on infrastructure
expertise, especially for performance-sensitive front-office
operations. Beeks is well positioned to provide these specialised
services and seize this opportunity.
As firms seek cloud solutions that
address not just scalability, but also complex regulatory,
security, and sustainability challenges, Beeks is ready to deliver
innovative and secure infrastructure that ensures operational
resilience and growth for financial institutions
worldwide.
Business Model
#PoweredbyBeeks
For over thirteen years, Beeks has
been a trusted partner for financial markets and payments,
providing cloud compute and infrastructure solutions tailored to
the unique demands of this fast-paced, high-stakes sector. Our
mission is to deliver ultra-low latency, secure, and
high-performance cloud infrastructure that optimises operations in
capital markets, financial services, and payments.
Beeks is strategically positioned as
the market leader in cloud solutions for financial markets and
payments, offering cloud deployment options across a global network
of financial data centres. Whether it's on-premise or cloud-based,
we support clients in building robust, scalable cloud strategies.
Our on-demand services ensure that financial firms maintain peak
operational performance while lowering costs and mitigating
risks.
As cloud adoption accelerates within
financial services, Beeks leads the way in delivering cutting-edge
infrastructure and analytics. We are one of the few companies
globally that can provide a fully integrated solution that combines
low-latency compute, secure connectivity, and real-time analytics
to optimise the performance of financial trading
environments.
Innovations and
Solutions
One of our core offerings, Proximity Cloud®, is a fully
configured and pre-installed physical trading environment tailored
to the needs of global exchanges. This secure, private cloud
solution offers a seamless and rapid deployment, reducing time to
market and operational complexities for clients.
Following the success of Proximity
Cloud®, we introduced Exchange
Cloud®. Designed specifically for financial exchanges and
Electronic Communication Networks, Exchange Cloud® is a
multi-tenant iteration of Proximity Cloud®, empowering exchanges to
act as cloud service providers. This solution enhances scalability,
security, and compliance while enabling exchanges to offer their
clients customisable, co-located cloud services.
We've also enhanced our
market-leading analytics capabilities through Beeks Analytics. Our product delivers
packet-level monitoring and deep insights into network traffic,
helping clients to optimise their trading infrastructure. Beeks
Analytics now features flexible, user-friendly dashboards powered
by Grafana, offering intuitive visualisations and integration
options for financial enterprises. The modularity of Beeks
Analytics ensures that clients can scale the solution to fit their
needs, whether it's just the VMX-Capture layer or the full
analytics suite.
What We Provide
As the market leader in cloud infrastructure for financial markets
and payments, Beeks offers a comprehensive range of cloud compute,
private cloud, connectivity, and analytics solutions, tailored
specifically to meet the demands of this fast-moving
industry:
· Compute on
Demand: High-performance virtual and
dedicated servers, delivering ultra-low latency compute power in
key financial hubs. Our infrastructure supports real-time trading,
with the flexibility to scale up or down based on market
demand.
· Private
Cloud: Through Proximity Cloud® and Exchange Cloud®, we provide secure,
pre-configured environments for capital markets. These private
cloud solutions enable operational resilience, enhanced security,
and reduced latency, giving financial institutions the control and
agility they need to respond to market shifts
efficiently.
· Low-Latency
Connectivity: Our global
connectivity services, including WAN, private networks, and
cross-connects, ensure reliable, ultra-low latency connections.
These are optimised for high-frequency trading and other
time-sensitive financial operations, helping our clients maintain a
competitive edge.
· Beeks
Analytics: Our real-time performance
monitoring and analytics platform empowers clients with full
transparency and control over their trading infrastructure. By
capturing and analysing network traffic, clients can optimise
performance, enhance decision-making, and improve operational
efficiency.
Our solutions are designed with
flexibility and scalability in mind, enabling clients to manage
their resources efficiently and adapt to changing market
conditions. By combining industry-leading infrastructure, managed
cloud services, advanced analytics, and low-latency connectivity,
Beeks continues to set the standard as the trusted partner for
financial institutions worldwide.
Strategy
At Beeks, our purpose is to deliver
secure, scalable, and rapid deployment cloud solutions for
financial enterprises of all sizes. Our vision is to enable our
clients to operate with speed, agility, and resilience in a rapidly
changing market.
Our core strategic goal is to
continue expanding our customer base across public, private, and
hybrid cloud deployments, along with our advanced analytics
solutions. We will achieve this by continuously innovating,
building on the success of our products like Proximity Cloud® and
Exchange Cloud®, and refining our offerings to meet the evolving
demands of financial institutions.
To support our growth and meet
increasing demand, we will continue to enhance our product
development roadmap, introducing new features and capabilities that
address industry challenges such as regulatory compliance,
cybersecurity, and sustainability. Additionally, we aim to broaden
our reach into new asset classes and geographies, leveraging the
significant opportunities we have identified in these
markets.
By maintaining our focus on
innovation, scalability, and client success, Beeks is
well-positioned to continue leading the way in cloud infrastructure
for financial markets and payments.
Sales and Marketing
In 2024, our marketing strategy has
evolved to reflect Beeks' commitment to becoming the market leader
in financial markets and payments infrastructure. We've focused on
strengthening our brand positioning, aligning our messaging to
clearly communicate our unique value in low-latency cloud
infrastructure for financial services.
Our focus this year has been on
solidifying Beeks' position within both institutional and retail
markets. We've enhanced our participation in high-impact industry
events such as Finacle Conclave, FIA Boca, and JSE Trade Connect.
These engagements have allowed us to showcase how Beeks'
low-latency compute solutions address the critical needs of
financial institutions, capital markets, and trading
firms.
A critical part of our strategy is
targeting regional markets with tailored messaging. We embarked on
an Asia Roadshow, attending events such as FISD AsiaFIC and the FIX
Trading Community AsiaPac Trading Summit, demonstrating our
solutions to key players in growth markets. This focus on
region-specific engagement supports our efforts to build stronger
relationships with institutional clients and ensures our offerings
are aligned with local market demands.
Looking ahead, the upcoming World
Federation of Exchanges event in November is a prime opportunity
for Beeks to highlight Exchange Cloud® as the go-to infrastructure
solution for exchanges and trading venues. This will further
bolster our brand presence, positioning us as the leader in cloud
infrastructure for financial markets, while reinforcing our
expertise in high-performance, low-latency solutions.
To support this strategic growth,
we've placed a renewed emphasis on brand positioning and thought
leadership. By focusing on low-latency technology and the critical
role it plays in financial trading and payments processing, we
continue to differentiate Beeks from larger cloud providers. Our
memberships with STAC and FIA strengthen our standing in the
industry, providing platforms to showcase our expertise and engage
with key decision-makers.
As we continue to grow, our strategy
is to enhance Beeks' thought leadership and brand visibility in the
financial markets space. By leveraging data-driven marketing
initiatives and focusing on targeted campaigns, we are
well-positioned to further solidify our leadership in low-latency
cloud infrastructure. This strategic focus is designed to meet the
unique needs of institutional financial clients, driving growth and
cementing Beeks' role as the trusted provider of cutting-edge
infrastructure for financial markets and payments.
Chief Executive's Review
FY24 has been another year of strong
progress for Beeks. Our impressive financial performance, driven by
the conversion of our sales pipeline into significant new customer
wins, represents yet another period of double-digit top and bottom
line growth. Our consistent growth rate since becoming a listed
business now leaves us in a more profitable and operationally
cash-generative position, providing a strong basis for the
continued delivery of accelerated growth.
We now have an established profile
in the global financial services industry. Customers clearly
recognise the value of our offering, with the benefits for the
customer and their clients alike increasingly understood in the
sector. The significant new contracts signed demonstrate the demand
for our solutions and serves as material proof of the financial
services sector shifting to cloud computing. With our increasingly
established and international profile, we are confident in our
ability to seize the opportunity ahead of us.
Our confidence in the ability of our
Exchange Cloud offering to transform the financial status of our
business continues to grow. The contract with the Johannesburg
Stock Exchange (JSE) is an example of how an Exchange Cloud
contract can rapidly expand following adoption. Since the
launch with JSE in September 2023, two further expansions have been
secured, due to the huge demand from JSE customers. We anticipate
each Exchange Cloud contract will materially expand over multiple
years, providing a sustained runway of growth. Our sales pipeline
for the offering has developed materially in the year, with several
of the world's leading exchanges entering the final stages of
contracting, and others at earlier points in the sales
funnel.
We have also continued to
demonstrate a strong performance across our Private and Proximity
Cloud products, further executing against our land and expand
strategy.
With our increasingly established
and international profile, we are confident in our ability to seize
the opportunity ahead of us.
Financial performance
Revenue in the period grew by 27% to
£28.5m (2023: £22.4m), resulting in an increase in underlying
EBITDA of 27% to £10.7m (2023: £8.4m). Significantly, this year we
have successfully improved operating profit margins with underlying
profit before tax growth of 68% to £3.9m (FY23: £2.3m), as well as
a positive operational free cash flow position, with net cash
increasing to £6.6m at 30 June 2024 (2023: £4.4m) notwithstanding
continued investment in Beeks' product offering.
Growth was largely driven by the
significant Exchange and Proximity Cloud contracts with Tier 1
customers as Beeks continues to achieve new wins and scale with
existing customers, our ACMRR growing 18% to £28.0m at 30 June 2024
(2023: £23.8m). Our customer retention remains high, and we
continue to have a strong recurring revenue profile, with 84% of
revenue in the year recurring (2023: 91%).
Operational Expansion
We made some key hires during the
year however headcount remained broadly in line with the previous
period. Headcount as at 30 June 2024 increased to 105 from 103 as
at 30 June 2023, with the marginal increase representing a number
of senior hires focussed on specific growth areas of the business.
Senior hires included a new Head of Software Development,
Head of Site Reliability Engineering and Head of APAC
sales.
We now have a right sized sales team
led by personnel with valuable experience in financial markets,
providing confidence in ongoing momentum moving forward. We have
also made a strategic senior hire with experience in AI to support
the new developments in artificial intelligence within our
Analytics offering, an area that has had continued focus this
year.
We have continued to increase our
data centre presence in the year both in existing locations and
expanding in areas driven by customer demand. We will continue to
evaluate new locations in line with our sales
pipeline.
Product roadmap
We remain focused on evolving the
functionality of our product offerings and during the year we
continued to enhance our product set.
We have continued investing into the
security of our products this year and were delighted to achieve
the Service Organization Control 2 (SOC 2) compliance for our
Proximity Cloud and Exchange Cloud products, as announced in March.
SOC 2 compliance, the widely respected and recognised standard
developed by the American Institute of Certified Public Accountants
(AICPA), demonstrates Beeks' commitment to ensuring the security of
customer data and strengthens Beeks' reputation as a trusted
partner in the financial services sector, assuring clients that
their core business functions are supported by a secure
infrastructure.
In April we were also pleased to
announce a strategic partnership with Securities & Trading
Technology (STT), a leader in trading, clearing, and surveillance
technology. This collaboration introduces a service-based solution
that combines Beeks' financial cloud infrastructure with STT's
trading and clearing systems to meet the evolving needs of global
financial markets; streamlining operation, reducing costs, and
enhancing market competitiveness by covering all aspects of
exchange trading. The partnership enhances Beeks' solutions and
demonstrates our dedication to innovation and value-creation for
the financial markets.
This comes following continued
investment into cybersecurity measures, such as the significant
partnership with cybersecurity company BlueVoyant that was
announced in January, enhancing Beeks' cybersecurity defences with
their award-winning Managed Extended Detection and Response
offering.
We have increased investment into
Artificial Intelligence in the year. We believe that the latency
and client experience insights that our analytics product provides
can become an essential part of the capital markets front-office
trading workflow. The open architecture and transparent commercial
model of Beeks Analytics offers us a unique position to exploit
this opportunity. During the year we implemented the next version
of AI capability. Our Analytics product serves as an additional
revenue stream as it is a stand-alone supplementary software that
customers can access.
Sales and Marketing
Having made strategic hires during
the year, gaining senior personnel with extensive industry
experience and connections to enhance our sales and marketing
strategies, we feel confident in our ability to delivering on our
growth opportunity, particularly on scaling Exchange Cloud to reach
new customers.
Our professional memberships serve
as a valuable platform for Beeks to engage and establish
connections with industry experts. These connections can
potentially result in business opportunities, partnerships, and
collaborations as well as offer access to valuable competitor
insights. Furthermore, they set us apart from large-scale cloud
service providers.
Customers
Beeks continues to support a diverse
clientele, including banks, brokers, hedge funds, cryptocurrency
traders and exchanges as well as insurance companies, financial
technology firms, payment providers, and Independent Software
Vendors (ISVs).
During the year we made material
leaps in our sales pipeline for Exchange Cloud, a multi-home, fully
configured and pre-installed physical trading environment fully
optimised for global exchanges to offer cloud solutions to their
end users. Significant Exchange Cloud wins include:
·
|
The launch of the Johannesburg Stock
Exchange's (JSE) Colo 2.0 offering in September 2023, providing JSE
customers with leading edge innovative hosting and connectivity
solutions.
|
·
|
Significant extension of the JSE
contract, announced in March, to meet stronger than anticipated
customer demand for the solution, with the contract expanded again
in August 2024, post period end, to a second data centre location,
to meet the needs of large banks' regulatory requirements for dual
location disaster recovery.
|
·
|
Post-period multi-year Exchange
Cloud contract with one of the largest exchange groups globally
received regulatory approval, as announced in February. Beeks
remains under an NDA with the exchange until the product's launch,
which remains on track.
|
We have also continued to
demonstrate a strong performance across our Private and Proximity
Cloud products, further executing against our land and expand
strategy.
Notable wins during the year
include:
·
|
Private Cloud Contracts to a value
of $4 million (c£3 million) signed in July, including a significant
win, via a partner, with one of the UK's largest banks.
|
·
|
$1.3 million (c£1 million) Proximity
Cloud contract win with a Tier 1 investment manager, announced in
November. Subsequent expansion of this initial $1.3 million (c£1
million) Proximity Cloud contract to a value of $3.6 million (c£2.7
million) in aggregate over a five-year period, as announced in
February.
|
·
|
£5 million contract with one of the
world's largest banks, announced in March.
|
As demonstrated in the year, there
is considerable potential for further expansion with existing
customers across each of our product offerings. We have made strong
progress with our Land and Expand strategy, with these extensions
driving additional revenue from deals that grow in size since being
signed.
Future Growth and Outlook
Looking ahead, we see a significant
opportunity to scale with Exchange Cloud. Our sales pipeline for
the offering has developed materially in the year, with several of
the world's leading exchanges entering the final stages of
contracting, and others at earlier points in the sales
funnel.
We remain in a very strong position
to continue our growth trajectory, boosted by high levels of
recurring revenue, an established, international reputation and a
significant market opportunity. Even at this early stage of the
year, we are confident in our ability to achieve results for FY25
in line with the Board's expectations.
Gordon McArthur
CEO
4 October 2024
Financial Review
Key
Performance Indicator Review
|
FY24
|
FY23
|
Growth
|
Revenue1 (£m)
|
£28.49
|
£22.36
|
27%
|
ACMRR2 (£m)
|
£28.00
|
£23.80
|
18%
|
Gross Profit (£m)
|
£11.34
|
£9.12
|
24%
|
Gross Profit
margin3
|
39.8%
|
40.8%
|
(1%)
|
Underlying EBITDA4
(£m)
|
£10.73
|
£8.42
|
27%
|
Underlying EBITDA
margin5
|
37.7%
|
37.7%
|
-
|
Underlying Profit before
tax6(£m)
|
£3.90
|
£2.32
|
68%
|
Underlying Profit before tax
margin7
|
13.7%
|
10.4%
|
3.3%
|
Profit / (loss) before tax
(£m)
|
£1.46
|
(£0.65)
|
325%
|
Underlying EPS8
(pence)
|
£7.01
|
£4.31
|
63%
|
1Revenue excludes grant income and rental income
2ACMRR is Annualised Committed Monthly Recurring
Revenue
3Gross profit margin is statutory gross profit divided by
Revenue
4Underlying EBITDA is defined as profit for the year excluding
amortisation, depreciation, finance costs, taxation, acquisition
costs, share based payments, exchange rate gains/losses on
statement of financial position translation and exceptional
non-recurring costs
5Underlying EBITDA margin is defined as Underlying EBITDA
divided by Revenue
6Underlying profit before tax is defined as profit before tax
excluding amortisation on acquired intangibles, acquisition costs,
share based payments, exchange rate gains/losses on statement of
financial position translation and exceptional non-recurring
costs
7Underlying profit before tax margin is defined as Underlying
profit before tax divided by Revenue
8Underlying EPS is defined as profit for the year excluding
amortisation on acquired intangibles, acquisition costs, share
based payments, exchange rate gains/losses on statement of
financial position translation and exceptional non-recurring costs
divided by the number of shares
I am pleased to report on another
year of strong financial performance, with good revenue growth
reflecting a positive response by both new and existing customers
to our growing cloud offering. Recurring revenues remain high as a
% of revenue, with high customer retention across our portfolio.
Steady margins, high levels of recurring revenues, strong cash
generation and a well-funded balance sheet provides us a solid
foundation as we look to the year ahead.
Revenue
FY24 was another good year in terms
of revenue growth. Group revenues grew by 27% to £28.5m (2023:
£22.4m) driven by both Proximity, Exchange Cloud as well as our
core Private Cloud offering across both existing and new customers.
It has been pleasing to see growth within both these areas.
Proximity and Exchange Cloud revenues grew by £3.0m and Private
Cloud grew by £3.1m when compared to FY23. Refer to note 3 for a
further breakdown of the Group's revenues. 84% of revenues (2023:
91%) were recurring with Tier 1 customers now representing 58% of
delivered revenue (2023: 45%) and a high proportion of our
recurring revenue on multi-year contracts. Historically we
have always had high percentage levels of recurring revenue. The
different revenue recognition principles of Proximity and Exchange
Cloud, where a significant proportion is recognised upfront, will
mean more fluctuations in our percentage of recurring revenue each
year depending on the mix of Private/Public/Proximity and Exchange
Cloud sales. It is pleasing to see another strong year of growth in
contracted recurring revenue as represented by our ACMRR growth of
18% to £28.0m (2023: £23.8m).
Gross Profit
Statutory gross profit earned, which
is calculated by deducting from revenue variable cost of sales such
as data centre costs, software licencing, connectivity charges and
depreciation and amortisation on our server estate and internally
developed software, increased 24% to £11.3m (2023: £9.1m), with
gross margin relatively stable, albeit reduced by one percent due
largely to increased software licencing costs. These additional
licencing costs are not expected to recur into FY25 as we have
transitioned our server licence estate from VMWare to OpenNebula
which has a lower software licencing charge. The investment
in both Proximity Cloud and Exchange Cloud including Analytics
during the year has continued as we seek to enhance the customer
experience. We have incurred internal gross capitalised development
costs at a similar level to the previous year of £2.8m (2023:
£2.9m). This is largely made up of our internal software team which
is now well established.
With a strong pipeline of Proximity
and Exchange Cloud deals and with investment expected to be at a
lower quantum when compared to sales growth, we anticipate gross
margins to increase as these deals are converted into
FY25.
Underlying Administrative Expenses
Underlying administrative expenses,
which are defined as administrative expenses less share based
payments and non-recurring costs, have increased by 5% from £7.0m
to £7.4m primarily as a result of increases in staff costs. In line
with our strategy, we maintained similar staffing levels from FY23
with an average headcount of 105 throughout the year (2023: 103)
therefore these costs are largely as a result of inflationary pay
increases. Other overhead costs have remained relatively flat
during the year as we have worked hard to maintain margins. Hires
will be continue to be made in value add areas but we anticipate
the trend of incremental headcount increases in support areas
moving forward as deals are converted and we look to deliver better
operating margins.
Earnings before interest, tax,
depreciation, amortisation and exceptional non-recurring costs
("Underlying EBITDA") increased by 27% to £10.7m (2023: £8.4m). The
growth in Underlying EBITDA has been driven by continued organic
revenue growth.
Underlying EBITDA, underlying profit
before tax and underlying earnings per share are alternative
performance measures, considered by the Board to be a better
reflection of true business performance than statutory measures
only. The key adjusting items are share based payments,
amortisation, grant income and unrealised exchange rate gains and
losses.
Underlying Profit before tax**
increased to £3.9m (2023: £2.3m) as a result of the changes in the
key financial metrics discussed above.
Statutory Profit before tax
increased to a profit of £1.5m (2023: Loss of £0.7m). The other
reconciling differences are shown on the table
below:
|
Year ended 30 June
2024
|
Year ended 30 June 2023
|
|
£'000
|
£'000
|
|
|
|
Statutory Profit / (Loss) Before Tax
|
1,459
|
(650)
|
|
|
|
Add
back:
|
|
|
Share Based Payments
|
2,326
|
2,291
|
Other Non-recurring
costs*
|
29
|
136
|
Amortisation of acquired
intangibles
|
304
|
489
|
|
|
|
Deduct:
|
|
|
Grant Income
|
(275)
|
(267)
|
Exchange rate gains on intercompany
translation
|
60
|
325
|
Underlying Profit before tax for the year
|
3,903
|
2,324
|
|
|
|
|
Year ended 30 June 2024
|
Year ended 30 June 2023
|
|
£'000
|
£'000
|
EBITDA***
|
10,940
|
8,362
|
|
|
|
Deduct:
|
|
|
Grant Income
|
(275)
|
(267)
|
Exchange rate losses on intercompany
translation
|
60
|
325
|
Underlying EBITDA
|
10,725
|
8,420
|
*Other non-recurring costs in the
year relates exceptional costs in relation to one off staff
termination payments, and other one off property costs. Prior year
non-recurring costs were incurred due to refinancing and one off
property costs. All of these costs are not expected to recur and
are therefore disclosed separately to trading results.
**Underlying profit before tax is
defined as profit before tax excluding amortisation on acquired
intangibles, acquisition costs, share based payments, exchange rate
gains/losses on statement of financial position translation and
exceptional non-recurring costs
***EBITDA is defined as earnings
before depreciation, amortisation, acquisition costs, share based
payments and non-recurring costs
Taxation
The effective tax rate ('ETR') for
the period was (50.3%), (2023: 86.3%).
The overall effective tax rate has
benefitted from the UK Super-deduction on plant and machinery
assets, deferred tax on share options and prior year adjustments
for R&D claims.
See tax notes 9 and 12 for further
details.
Earnings per Share
Underlying earnings per share
increased 63% to 7.01p (2023: 4.31p). Underlying diluted earnings
per share increased to 6.36p (2023: 3.96p). The increase in
underlying EPS is largely as a result of the increased underlying
profitability in FY24. See note 24 for further details.
Basic earnings per share increased
to 3.33p (2023: loss per share of 0.14p). The increase in basic EPS
is as a result of the statutory profit in the period. Diluted
earnings per share has also increased to 3.11p (2023: loss per
share 0.13p).
Statement of Financial Position and Cash
flows
The statement of financial position
shows an increase in total assets to £49.5m (2023: £47.4m) with
operating cash flows before movement in working capital during the
year increased by 23% to £11.0m (2023. £9.0m). Our strategy is to
always have sufficient infrastructure capacity both across our
global data centre network and to hold a sufficient level of IT
inventory at our Glasgow Head Office. As such, a proportion of our
capital spend during the year is spent to satisfy the growing
pipeline demand for the year ahead. Investment in property, plant
and equipment, hardware and infrastructure was again significant
with £3.6m (2023: £4.1m) of additions (excluding Property and new
leases in accordance with IFRS 16) throughout our expanding global
network and supporting the client and revenue growth made during
the year. We hold a stock supply of circa £1.5m in IT
infrastructure which is capable of delivering against the immediate
FY25 sales pipeline. As global supply chain issues are easing, we
will not require these levels of stock which should assist working
capital requirements going forward.
During the year we took advantage of
preferential pricing with a supplier with additional borrowings via
asset finance of £0.2m We repaid total debt of £1.8m against our
borrowing facilities. Our net cash at the end of the year is £6.6m
(30 June 2023: net cash £4.4m) and gross borrowings at £1.1m remain
at 0.1x Underlying EBITDA of £10.7m which we believe is a very
comfortable level of debt to carry given the recurring revenue
business model and strong cash generation. We note the
increases to the cost of borrowing and will look to maintain or
reduce our interest rate cover as we move forward.
At 30 June 2024 net assets were
£37.5m compared to net assets of £32.8m at 30 June 2023.
Fraser McDonald
Chief Financial Officer
4 October 2024
Consolidated Statement of Comprehensive
Income
|
|
2024
|
2023
|
|
Note
|
£000
|
£000
|
|
|
|
|
Revenue
|
2
|
28,487
|
22,357
|
Other Income
|
2
|
371
|
361
|
Cost of sales
|
|
(17,516)
|
(13,602)
|
|
|
|
|
Gross profit
|
|
11,342
|
9,116
|
|
|
|
|
Administrative expenses
|
|
(9,759)
|
(9,447)
|
|
|
|
|
Operating profit / (loss)
|
3
|
1,583
|
(331)
|
|
|
|
|
Analysed as
|
|
|
|
Earnings before depreciation,
amortisation, acquisition costs, share based payments and
non-recurring costs:
|
|
10,940
|
8,362
|
Depreciation
|
10
|
(5,085)
|
(4,550)
|
Amortisation - acquired intangible
assets
|
9
|
(326)
|
(489)
|
Amortisation - other intangible
assets
|
9
|
(1,591)
|
(1,227)
|
Share based payments
|
20
|
(2,326)
|
(2,291)
|
Other non-recurring costs
|
3
|
(29)
|
(136)
|
Operating profit / (loss)
|
|
1,583
|
(331)
|
|
|
|
|
Finance income
|
5
|
250
|
101
|
Finance costs
|
4
|
(374)
|
(420)
|
|
|
|
|
Profit / (Loss) before
taxation
|
|
1,459
|
(650)
|
|
|
|
|
Taxation
|
8
|
734
|
561
|
|
|
|
|
Profit / (Loss) after taxation for
the year attributable to the owners of Beeks Financial Cloud Group
PLC
|
|
2,193
|
(89)
|
|
|
|
|
Other comprehensive
income
|
|
|
|
Amounts which may be reclassified to profit and
loss
|
|
|
|
Currency translation
differences
|
|
8
|
77
|
|
|
|
|
Total comprehensive income/(loss)
for the year attributable to the owners of Beeks Financial Cloud
Group PLC
|
|
2,201
|
(12)
|
|
|
|
|
|
|
Pence
|
Pence
|
Basic earnings/(loss) per
share
|
23
|
3.33
|
(0.14)
|
Diluted earnings/(loss) per
share
|
23
|
3.11
|
(0.13)
|
The above income statement should be
read in conjunction with the accompanying notes
Consolidated Statement of Financial Position
|
|
2024
|
2023 (Restated)
|
|
Note
|
£000
|
£000
|
Non-current assets
|
|
|
|
Intangible assets
|
9
|
9,368
|
8,106
|
Trade and other
receivables
|
13
|
3,287
|
1,891
|
Property, plant and
equipment
|
10
|
16,739
|
17,952
|
Deferred tax
|
11
|
6,726
|
5,398
|
|
|
36,120
|
33,347
|
Current assets
|
|
|
|
Trade and other
receivables
|
13
|
4,171
|
4,500
|
Inventories
|
12
|
1,506
|
1,767
|
Cash and cash equivalents
|
14
|
7,701
|
7,829
|
|
|
13,378
|
14,096
|
|
|
|
|
Total assets
|
|
49,498
|
47,443
|
|
|
|
|
Liabilities
|
|
|
|
Non-current liabilities
|
|
|
|
Trade and other payables
|
17
|
136
|
531
|
Lease liabilities
|
16
|
1,283
|
2,047
|
Deferred tax
|
13
|
4,196
|
3,884
|
Total non-current
liabilities
|
|
5,615
|
6,462
|
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
17
|
4,777
|
4,421
|
Lease liabilities
|
18
|
1,611
|
1,960
|
Borrowings
|
16
|
-
|
1,814
|
Total current liabilities
|
|
6,388
|
8,195
|
|
|
|
|
Total liabilities
|
|
12,003
|
14,657
|
|
|
|
|
Net assets
|
|
37,495
|
32,786
|
|
|
|
|
Equity
|
|
|
|
Issued capital
|
19
|
83
|
82
|
Share premium
|
21
|
23,775
|
23,775
|
Reserves
|
21
|
6,297
|
4,879
|
Retained earnings
|
|
7,340
|
4,050
|
Total equity
|
|
37,495
|
32,786
|
These financial statements were
approved by the Board of Directors on 4th October 2024 and were
signed on its behalf by:
Gordon McArthur, Chief Executive
Officer,
Beeks Financial Cloud Group
Plc,
Company number: SC521839
The above statement of financial
position should be read in conjunction with the accompanying
notes
Consolidated Statement of Changes in Equity
|
Issued
capital
|
Foreign currency
reserve
|
Merger
reserve
|
Other
reserve
|
Share based
payments
|
Share
premium
|
Retained
earnings
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
|
|
Balance at 1 July 2022
|
82
|
(7)
|
705
|
(315)
|
2,274
|
23,775
|
4,245
|
30,759
|
|
|
|
|
|
|
|
|
|
Profit after income tax expense for
the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(89)
|
(89)
|
Currency translation
difference
|
-
|
77
|
-
|
-
|
-
|
-
|
-
|
77
|
Total comprehensive
income
|
-
|
77
|
-
|
-
|
-
|
-
|
(89)
|
(12)
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
-
|
-
|
-
|
-
|
-
|
-
|
(252)
|
(252)
|
Share based payments
|
-
|
-
|
-
|
-
|
2,291
|
-
|
-
|
2,291
|
Exercise of share options
|
-
|
-
|
-
|
-
|
(146)
|
-
|
146
|
-
|
Total transaction with
owners
|
-
|
-
|
-
|
-
|
2,145
|
-
|
(106)
|
2,039
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023
|
82
|
70
|
705
|
(315)
|
4,419
|
23,775
|
4,050
|
32,786
|
|
|
|
|
|
|
|
|
|
Profit after income tax expense for
the year
|
-
|
-
|
-
|
-
|
-
|
-
|
2,193
|
2,193
|
Currency translation
difference
|
-
|
8
|
-
|
-
|
-
|
-
|
-
|
8
|
Total comprehensive
income
|
-
|
8
|
-
|
-
|
-
|
-
|
2,193
|
2,201
|
|
|
|
|
|
|
|
|
|
Deferred tax
|
-
|
-
|
-
|
-
|
-
|
-
|
181
|
181
|
Issue of share capital
|
1
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
Share based payments
|
-
|
-
|
-
|
-
|
2,326
|
-
|
-
|
2,326
|
Exercise of share options
|
-
|
-
|
-
|
-
|
(916)
|
-
|
916
|
-
|
Total transaction with
owners
|
1
|
-
|
-
|
-
|
1,410
|
-
|
1,097
|
2,508
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024
|
83
|
78
|
705
|
(315)
|
5,829
|
23,775
|
7,340
|
37,495
|
The above statement of changes in
equity should be read in conjunction with the accompanying
notes.
Consolidated Cash Flow Statement
|
|
2024
|
2023
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash flows from operating
activities
|
|
|
|
Profit / (Loss) for the year before
tax
|
|
1,459
|
(650)
|
Adjustments for:
|
|
|
|
Depreciation of tangible fixed
assets
|
11
|
5,085
|
4,737
|
Amortisation of intangible
assets
|
10
|
1,917
|
1,698
|
Interest payable on bank
loans
|
5
|
85
|
140
|
Lease liability interest
|
5
|
163
|
165
|
Share based payment
charge
|
7
|
2,326
|
2,291
|
Proceeds from grant
income
|
|
-
|
609
|
Operating cash flows
|
|
11,035
|
8,990
|
|
|
|
|
(Increase) in receivables
|
14
|
(1,343)
|
(1,667)
|
Increase in inventories
|
13
|
997
|
311
|
(Decrease) in payables
|
18
|
(171)
|
(696)
|
Operating cash flows after movement
in working capital
|
|
10,518
|
6,938
|
|
|
|
|
Corporation tax
received/(paid)
|
|
33
|
(6)
|
Net cash generated from operating
activities
|
|
10,551
|
6,932
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
Purchase of property, plant and
equipment
|
11
|
(3,882)
|
(4,329)
|
Capitalised development
costs
|
10
|
(2,909)
|
(2,822)
|
Net cash used in investing
activities
|
|
(6,791)
|
(7,151)
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Repayment of existing loan
borrowings
|
17
|
(1,814)
|
(618)
|
Repayment of lease
liabilities
|
17
|
(2,065)
|
(1,267)
|
Interest on lease
liabilities
|
19
|
(163)
|
(165)
|
Interest payable on bank
loans
|
5
|
(85)
|
(140)
|
Proceeds from asset
finance
|
17
|
229
|
-
|
Net cash generated from financing
activities
|
|
(3,898)
|
(2,190)
|
|
|
|
|
Net (decrease) in cash and cash
equivalents
|
|
(138)
|
(2,409)
|
Effects of exchange rates on cash
and cash equivalents
|
|
10
|
78
|
|
|
|
|
Cash and cash equivalents at
beginning of year
|
15
|
7,829
|
10,160
|
|
|
|
|
Cash and cash equivalents at end of
year
|
15
|
7,701
|
7,829
|
|
|
|
|
The above cash flow statement should
be read in conjunction with the accompanying notes.
Notes to the Consolidated Financial
Statements
Summary of significant accounting policies
Corporate information
Beeks Financial Cloud Group PLC is a
public limited company which is listed on the AIM Market of the
London Stock Exchange and is incorporated in Scotland. The address
of its registered office is Riverside Building, 2 Kings Inch Way,
Renfrew, Renfrewshire, PA4 8YU. The principal activity of the Group
is the provision of information technology services and products.
The registered number of the Company is SC521839.
The principal accounting policies
adopted in the preparation of the financial statements are set out
below. These policies have been consistently applied to all the
years presented, unless otherwise stated.
Basis of preparation
These financial statements have been
prepared in accordance with UK-adopted International Financial
Reporting Standards (IFRS) and with the requirements of the
Companies Act 2006. The financial statements are prepared in pounds
sterling because that is the currency of the primary economic
environment in which the Group operates.
The financial statements have been
prepared on the historical cost basis except for the valuation of
certain financial instruments that are measured at fair values at
each reporting period, as explained in the accounting policies
below.
The measurement bases and principal
accounting policies of the group are set out below and are
consistently applied to all years presented unless otherwise
stated.
New
and revised IFRSs in issue but not yet effective and have not been
adopted by the Group
New and revised IFRSs in issue but
not yet effective and have not been adopted by the Group.
At the date of authorisation of these financial
statements, the following standards, interpretations and amendments
have been issued but are not yet effective and have no material
impact on the Group's financial statements:
· Amendment to IAS 1 - Classification of liabilities as Current
or Non-Current
· Amendments to IAS 7 and IFRS 7 - Supplier Finance
Arrangements
· Amendments to IFRS 10 and IAS 28: Sale or Contribution of
Assets between an Investor and its Associate or Joint
Venture
· Amendments to IAS 1: Non-current Liabilities with
Covenants
None of these have been adopted
early and the Directors do not expect that the adoption of the
Standards listed above will have a material impact on the financial
statements of the Group in future periods.
Adoption of new and revised
Standards - amendments to IFRS that are mandatorily effective for
the current year
In the current year, the group has
applied a number of amendments to IFRS Accounting Standards issued
by the International Accounting Standards Board (IASB) that are
mandatorily effective for an accounting period that begins on or
after 1 January 2023. Their adoption has not had any material
impact on the disclosures or on the amounts reported in these
financial statements:
· Amendments to IAS 1 Presentation of Financial Statements and
IFRS Practice Statement 2 Making Materiality Judgements-Disclosure
of Accounting Policies
· Amendments to IAS 12 Income Taxes-Deferred Tax related to
Assets and Liabilities arising from a Single Transaction
· Amendments to IAS 8 Accounting Polices, Changes in Accounting
Estimates and Errors-Definition of Accounting Estimates
There are no new accounting policies
applied in the year ended 30 June 2024 which have had a material
effect on these accounts.
Going concern
The
key factors considered by the Directors were:
· Historic and current trading and profitability of the
Group
· The rate of growth in sales both historically and
forecast
· The competitive environment in which the group
operates
· The current level of cash reserves
· The finance facilities available to the Group, including the
availability of any short term funding required through the use of
the Revolving Credit Facility
The financial position of the Group,
its cash flows and liquidity position are described in the Chief
Financial Officer's Report.
The directors take comfort from the
resilience of our business model. The level of customer churn
across our business has remained low and cash collection has been
in line with our typical profile. We do however remain vigilant to
the economic impact the ongoing macro-economic environment may
create, particularly on the SME segment of the market.
Note 16 to the financial
statements includes the Group's objectives, policies and processes
for managing its capital; its financial risk management objectives;
details of its financial instruments and hedging activities; and
its exposures to credit risk and liquidity risk.
The directors are of the opinion
that the Group can operate within their current levels of cash
reserves including further financing facilities available.
At the end of the
financial year, the Group had net cash of £6.58m (2023: Net cash
£4.41m) a level which the Board is comfortable with given the
strong cash generation of the Group and low level of debt to EBITDA
ratio. The Group has a diverse portfolio of customers and suppliers
with long‐term
contracts across different geographic areas. As a consequence, the
directors believe that the Group is well placed to manage its
business risks.
The directors have considered the
Group budgets and the cash flow forecasts to December 2025, and
associated risks including the risk of climate change and the
impact on our data centre estate, useful economic life of assets,
and the availability of bank and leasing facilities. We have run
appropriate scenario and stress tests applying reasonable downside
sensitivities in respect of profitability and associated cash flow
generation and are confident we have the resources to meet our
liabilities as they fall due for a period of at least 12 months
from the date of these financial statements.
After making enquiries, the
directors have a reasonable expectation that the Group will be able
to meet its financial obligations and has adequate resources to
continue in operational existence for the foreseeable future. For
this reason they continue to adopt the going concern basis in
preparing the financial statements.
Accordingly, the Directors have
adopted the going concern basis in preparing the Report for the
year ended 30 June 2024.
Principles of consolidation
Subsidiaries are all entities over
which the Group has control. The Group controls an entity when the
Group is exposed to, or has rights to, variable returns from its
involvement with the subsidiary and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the
Group. They are deconsolidated from the date that control ceases.
The Group applies the acquisition method to account for business
combinations. The consideration transferred for the acquisition of
a subsidiary or a business is the fair values of the assets
transferred, the liabilities incurred to former owners of the
acquiree and the equity interests issued to the Group.
The consideration transferred
includes the fair values of any asset or liability resulting from a
contingent consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values on the
acquisition date.
Acquisition related costs are
expensed as incurred. As each of the subsidiaries are 100% wholly
owned the Group has full control over each of its investees.
Intercompany transactions, unrealised gains and losses on
intragroup transactions and balances between group companies are
eliminated on consolidation.
Foreign currency transactions
In line with IAS 21 foreign currency
transactions are translated into pound sterling using the exchange
rates prevailing at the dates of the transactions. Foreign exchange
gains and losses resulting from the settlement of such transactions
and from the translation at financial year-end exchange rates of
monetary assets and liabilities denominated in foreign currencies
are recognised in profit or loss. Foreign exchange gains and losses
resulting from the retranslation of inter-company balances are
recognised in profit or loss. Non-monetary assets are translated at
the historical rate.
Foreign operations
The assets and liabilities of
foreign operations are translated into pound sterling using the
exchange rates at the reporting date. The revenues and expenses of
foreign operations are translated into Pound sterling using the
average exchange rates, which approximate the rates at the dates of
the transactions, for the period. All resulting foreign exchange
differences are recognised in other comprehensive income through
the foreign currency reserve in equity.
Business Combinations
Acquisitions of subsidiaries are
accounted for using the acquisition method. The acquisition method
involves the recognition at fair value of all identifiable assets
and liabilities, including contingent liabilities of the
subsidiary, at the acquisition date, regardless of whether or not
they were recorded in the financial statements of the subsidiary
prior to acquisition. On initial recognition, the assets and
liabilities of the subsidiary are included in the statement of
financial position at their fair values, which are also used as the
bases for subsequent measurement in accordance with the Group
accounting policies.
Where the Group's assessment of the
net fair value of a subsidiary's identifiable assets acquired and
liabilities assumed is less than the fair value of the
consideration including contingent consideration of the business
combination then the excess is treated as goodwill. Where the
Group's assessment of the net fair value of a subsidiary's net
assets and liabilities exceeds the fair value of the consideration
including contingent consideration of the business combination then
the excess is recognised through profit or loss immediately. Where
an acquisition involves a potential payment of contingent
consideration the estimate of any such payment is based on its fair
value. To estimate the fair value an assessment is made as to the
amount of contingent consideration which is likely to be paid
having regard to the criteria on which any sum due will be
calculated and is probability based to reflect the likelihood of
different amounts being paid.
Where a change is made to the fair
value of contingent consideration within the initial measurement
period as a result of additional information obtained on facts and
circumstances that existed at the acquisition date then this is
accounted for as a change in goodwill. Where changes are made to
the fair value of contingent consideration as a result of events
that occurred after the acquisition date then the adjustment is
accounted for as a charge or credit to profit or loss.
The Group's accounting policy for
common control transactions is to recognize and measure such
transactions at carrying amounts, with no gain or loss recognized
in the financial statements. This policy ensures consistency and
comparability in the treatment of transactions within the
Group.
Revenue recognition
Revenue arises from the provision of
Cloud-based localisation. To determine whether to recognise
revenue, the group follows a five-step process as
follows:
· Identifying the contract with a customer
· Identifying the performance conditions
· Determining the transaction price
· Allocating the transaction price to the performance
conditions
· Recognising revenue when/as performance obligation(s) are
satisfied.
Revenue is measured at transaction
price, stated net of VAT and other sales related taxes and
discounts, if applicable.
The below outlines all the Group's
revenue streams and associated accounting policies:
Infrastructure as a Service (IaaS)
The group's core business provides
managed Cloud computing infrastructure and connectivity. The Group
considers the performance obligation to be the provision of access
and use of servers to our clients. As the client receives and
consumes the benefit of this use and access over time, the related
revenue is recognised evenly over the life of the
contract.
Monitoring software and maintenance services
The group also provides software
products that analyse and monitor IT infrastructure. Revenue from
the provision of software licences is split between the delivery of
the software licence and the ongoing services associated with the
support and maintenance. The supply of the software licence is
recognised on a point in time basis when control of the goods has
transferred, being the delivery of the item to the customer, whilst
the ongoing support and maintenance service is recognised evenly
over the period of the service being rendered on an over time
basis. The group applies judgement to determine the percentage of
split between the licence and maintenance portions, which includes
an assessment of the expected cost plus margin that would be
received in a standalone sale of the performance
obligations.
Where an agreement includes a
royalty fee as a result of future sales by a customer to third
parties and there is a minimum amount guaranteed, this is
recognised at point in time when the delivery of the item is
complete.
Set
up fees
Set up fees charged on contracts are
reviewed to consider the material rights of the set-up fee. When a
set-up fee is arranged, Beeks will consider the material rights of
the set-up fee, if in substance it constitutes a payment in
advance, the set-up fee will be deemed to be a material right. The
accounting treatment for both material rights and non-material
rights set-up fees is as follows:
· Any set up fees that are material rights are spread over the
group's average contract term
· Set up fees that are not material rights are recognised over
the enforceable right period, i.e. 1 to 3 months depending on the
termination period
Revenue in respect of installation
or training, as part of the set-up, is recognised when delivery and
installation of the equipment is completed on a point in time
basis.
Hardware and software sales
Revenue from the supply of hardware
is recognised when control of the goods has transferred. For
hardware, this occurs upon delivery and installation of the item to
the customer. For software, control is deemed to pass on provision
of the licence key to the customer being the point in time the
customer has the right to use the software.
The Group has concluded it acts as a
principal in each hardware sales transaction vs an agent. This has
been determined by giving consideration to whether the Group holds
inventory risk, has control over the pricing over a particular
service, takes the credit risk, and whether responsibility
ultimately sits within the Group to service the promise of the
agreements.
Professional and consultancy services
Revenue from professional and
consultancy services are recognised using the output method as
these services are rendered and the performance obligation
satisfied. Any unearned portion of revenue (i.e. amounts invoiced
in advance of the service being provided) is included in payables
as a contract liability.
Proximity and Exchange Cloud Services
Proximity and Exchange Cloud are a
fully-managed and configurable compute, storage and analytics racks
built with industry-leading low latency hardware that allow capital
markets and financial services customers to run compute, storage
and analytics on-premise.
Revenue from the sale of proximity
and exchange cloud contracts has been assessed under IFRS 15 and
using the five step process, the following performance obligations
have been identified:
· Delivery and installation of the hardware, and provision of
the software licence
· Delivery of maintenance and technical support over the
contract
· Delivery of unspecified upgrades and future software
releases
· Significant financing components
The delivery and installation of the
hardware, and provision of the software licence are highly
interrelated and considered to be one performance obligation.
Management have assessed that the software is the predominant item
within the performance obligation as it is the functionality and
use of the developed software that provides benefit to the
customer, furthermore the purpose of the contract is for provision
of the software licence with the hardware being required to
facilitate this. This is recognised on a point in time basis when
the control of the goods have been transferred, being when delivery
of the item is completed and the right to use the software is
granted to the customer. This is further explained in significant
judgements.
The maintenance and technical
support, as well as the delivery of the unspecified upgrades and
future software releases are recognised evenly on an over time
basis over the period of the contract. The performance obligation
for both is considered to be that of standing ready to provide
technical product support and unspecified updates, optional
upgrades and enhancements when made available over the period of
service being rendered.
These contracts include multiple
deliverables. The Group applies judgement to determine the
transaction price to be allocated between a) the delivery and
installation of the hardware and provision of the software licence,
recognised on a point in time basis and b) the stand ready services
(support, maintenance, unspecified upgrades) recognised over time.
The Group applies the expected cost plus margin approach to the
stand ready services and the delivery and installation of the
hardware and provision of software licence is estimated using the
residual approach, given this is a new product to market and
standalone selling prices are not directly observable.
Where such contracts include a
significant financing component, the group also adjusts the
transaction price to reflect the time value of money. Finance
income is recognised as other income in the statement of the
comprehensive income.
Revenue recognised over time and at
a point in time is disclosed at note 2 of the notes to the
financial statements.
Government grant income
Grants from Government agencies are
recognised where there is reasonable assurance that the grant will
be received, and all attached conditions will be complied with.
When the grant relates to an expense item, it is recognised as
income on a systematic basis over the periods that the related
costs, for which it is intended to compensate, are expensed. When
the grant relates to an asset, it is deducted from carrying amount
of the intangible asset over the expected useful life of the
related asset. Note 3 Revenue provides further information on
Government grants.
Rental Income
Rental income from the head office
property leased out under operating leases is recognised in the
statement of the comprehensive income as other income as these
services are rendered, as the tenant occupies the space.
Cost of sales
Costs considered to be directly
related to revenue are accounted for as cost of sales. All direct
production costs and overheads, including indirect overheads that
can reasonably be allocated as relating to the Group's revenue
generation, have been classified as cost of sales.
Where assets are purchased under a
finance lease arrangement, they are recognised initially as Right
of Use Assets and disclosed within the Property plant and equipment
note 11. Assets that are subsequently sold as part of a Proximity
or Exchange Cloud contract are transferred to profit and loss as
cost of sales.
Interest
Interest revenue is recognised as
part of the financing component within some Proximity Cloud and
Software Licencing contracts. Interest accrues using the effective
interest method. This is a method of calculating the amortised cost
of a financial asset and allocating the interest income over the
relevant period using the effective interest rate, which is the
rate that exactly discounts estimated future cash flows through the
expected life of the financial asset to the net carrying amount of
the financial asset.
Other non-recurring costs
The Group defines other
non-recurring costs as costs incurred by the Group which relate to
material non-recurring costs. These are disclosed separately where
it is considered it provides additional useful information to the
users of the financial statements.
Taxation and deferred taxation
The income tax expense or income for
the period is the tax payable on the current period's taxable
income. This is based on the national income tax rate enacted or
substantively enacted for each jurisdiction with any adjustment
relating to tax payable in previous years and changes in deferred
tax assets and liabilities attributable to temporary differences
between the tax bases of assets and liabilities and their carrying
amounts in financial statements.
Deferred tax assets and liabilities
are recognised for temporary differences at the tax rates expected
to be applicable when the asset or liability crystallises based on
current tax rates and laws that have been enacted or substantively
enacted by the reporting date. The relevant tax rates are applied
to the cumulative amounts of deductible and taxable temporary
differences to measure the deferred tax asset or
liability.
A deferred tax asset is regarded as
recoverable and therefore recognised only when, on the basis of all
available evidence, it can be regarded as more likely than not that
there will be suitable taxable profits against which to recover
carried forward tax losses and from which the future reversal of
temporary differences can be deducted. The carrying amount of
deferred tax assets are reviewed at each reporting date.
Current and non-current classification
Assets and liabilities are presented
in the statement of financial position based on current and
non-current classification.
An asset is classified as current
when: it is either expected to be realised or intended to be sold
or consumed in the Group's normal operating cycle; it is held
primarily for the purpose of trading; it is expected to be realised
within 12 months after the reporting period; or the asset is cash
or cash equivalent unless restricted from being exchanged or used
to settle a liability for at least 12 months after the reporting
period. All other assets are classified as non-current.
A liability is classified as current
when: it is either expected to be settled in the Group's normal
operating cycle; it is held primarily for the purpose of trading;
it is due to be settled within 12 months after the reporting
period; or there is no unconditional right to defer the settlement
of the liability for at least 12 months after the reporting period.
All other liabilities are classified as non-current.
Deferred tax assets and liabilities
are always classified as non-current.
Cash and cash equivalents
Cash at bank, overnight and longer
term deposits which are held for the purpose of meeting short term
cash commitments are disclosed within cash and cash
equivalents.
Financial instruments
A financial instrument is any
contract that gives rise to a financial asset in one entity and a
financial liability or equity instrument in another and is
recognised when the Group becomes party to the contractual
provisions of the instrument.
To protect elements of our cash
flows against the level of exchange rate risk, the Group entered
into forward exchange contracts to hedge foreign exchange USD
exposures arising on the forecast receipts and payments during the
year. As at 30 June the group had a forward exchange contract to
sell $1.3m USD (c£1m). This was rolled forward post year end. Had
the amount been settled at the year-end spot rate it would have
resulted in an exchange loss of $25,212 (c£19,161). The Group does
not use derivative instruments.
Financial assets and liabilities are
recognised initially at fair value, and subsequently measured at
amortised cost, with any directly attributable transaction costs
adjusted against fair value at initial recognition and recognised
immediately in the Consolidated income statement as a profit or
loss.
Financial assets
Trade and other receivables
Trade and other receivables are
initially recognised at transaction price, less allowances for
impairment. These are subsequently measured at amortised costs
using the effective interest method. An allowance for impairment of
trade and other receivables is established when there is evidence
that Beeks Financial Cloud Group PLC will not be able to collect
all amounts due according to the original terms of the receivables.
Significant financial difficulties of the debtors, probability that
the debtor will enter bankruptcy or financial reorganisation, and
default or delinquency in payments (more than 90 days overdue) are
considered indicators that the trade and other receivables may be
impaired. The amount of the allowance is the difference between the
asset's carrying amount and the present value of estimated future
cash flows, discounted at the original effective interest rate. The
carrying amount of the asset is reduced through the use of an
allowance account, and the amount of the loss is recognised in
profit or loss within expenses. When a trade or other receivable is
uncollectible, it is written off against the allowance account for
trade and other receivables. Subsequent recoveries of amount
previously written off are credited against 'administrative
expenses' in the Consolidated statement of comprehensive
income.
IFRS 9 requires an expected credit
loss ("ECL") model which requires the Group to account for expected
credit losses and changes in those expected credit losses at each
reporting date to reflect changes in credit risk since initial
recognition of the financial assets. The main financial
assets that are subject to the expected credit loss model are trade
receivables and contract assets, which consist of billed
receivables arising from contracts.
The Group has applied the simplified
approach to providing for expected credit losses ("ECL")
prescribed by IFRS 9, which permits the use of lifetime
expected loss provision for all trade receivables.
The ECL model reflects a probability
weighted amount derived from a range of possible outcomes. To
measure the ECL, trade receivables and contract assets have been
grouped based on shared credit risk characteristics and the days
past due. The Group has established a provision matrix based on the
payment profiles of historic and current sales and the
corresponding credit losses experienced. The historical loss rates
are adjusted to reflect current and forward-looking information
that might affect the ability of customers to settle the
receivables, including macroeconomic factors as
relevant.
Provision against trade and other
receivables is made when there is evidence that the Group will not
be able to collect all amounts due to it in accordance with the
original terms of those receivables. The amount of the write-down
is determined as the difference between the asset's carrying amount
and the present value of estimated future cash flows. An assessment
for impairment is undertaken at least at each reporting
date.
Where a financing component is
applicable, the Group has chosen to measure any loss allowance at
an amount equal to lifetime expected credit losses.
Financial liabilities
Trade and other payables
Trade and other payables are
recognised initially at fair value and subsequently measured at
amortised cost using the effective interest method. These amounts
represent liabilities for goods and services provided to Beeks
Financial Cloud Group PLC prior to the end of the financial period
which are unpaid as well as any outstanding tax
liabilities.
Borrowings
Loans and borrowings are initially
recognised at the fair value of the consideration received, net of
transaction costs. They are subsequently measured at amortised cost
using the effective interest method.
Defined contribution schemes
The defined contribution scheme
provides benefits based on the value of contributions made.
Contributions to the defined contribution superannuation plans are
expensed in the period in which they are incurred.
Fair value measurement
When an asset or liability,
financial or non-financial, is measured at fair value for
recognition or disclosure purposes, the fair value is based on the
price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at
the measurement date; and assumes that the transaction will take
place either: in the principal market; or in the absence of a
principal market, in the most advantageous market.
Fair value is measured using the
assumptions that market participants would use when pricing the
asset or liability, assuming they act in their economic best
interests. For non-financial assets, the fair value measurement is
based on its highest and best use. Valuation techniques that are
appropriate in the circumstances and for which sufficient data are
available to measure fair value, are used, maximising the use of
relevant observable inputs, and minimising the use of unobservable
inputs.
Inputs determining fair value
measurements are categorised info different levels based on how
observable the inputs used in the valuation technique utilised are
(the "fair value hierarchy"):
· Level 1: Quoted prices in active markets for identical items
(unadjusted).
· Level 2: Observable direct or indirect inputs other than Level
1 inputs.
· Level 3: Unobservable inputs (i.e. not derived from market
data).
The classification of an item into
the above levels is based on the lowest level of inputs used that
has a significant effect on the fair value of the item. The Group
measures a number of items at fair value, including;
· Trade and other receivables (note 13)
· Trade and other payables (note 17)
· Borrowings (note 16)
· Share based payments (note 20)
For more detailed information in
relation to the fair value of the items above please refer to the
applicable notes.
Share based payments
The Group operates equity-settled
share based remuneration plans for its employees. Options are
measured at fair value at grant date using the Black Scholes model.
Where options are redistributed, options are measured at fair value
at the redistribution date using the Black Scholes Model. The fair
value is expensed on a straight line basis over the vesting period,
based on an estimate of the number of options that will eventually
vest. Fair value is appraised at the grant date and excludes the
impact of non-market vesting conditions (for example, profitability
growth targets).
Under the Group's share option
scheme, share options are granted to directors and selected
employees. The options are expensed in the period over which the
share based payment vests. A corresponding increase to the share
based payment reserve in equity is recognised.
When share options are exercised,
the company issues new shares. The nominal share value from the
proceeds received are credited to share capital and proceeds
received above nominal value, net of attributable transaction
costs, are credited to the share premium when the options are
exercised. When share options are forfeited, cancelled, or expire,
the corresponding fair value is transferred to the retained
earnings reserve. Amounts held in the share based payments reserve
are transferred to Retained Earnings on exercise of the related
options.
The Group has no legal or
constructive obligation to repurchase or settle the options in
cash.
Where the Group entity incurs a
share based payment charge relating to subsidiary employees, the
charge is treated as a capital contribution in the subsidiary and
an increase in investment in the Group entity.
Property, plant and equipment (PPE)
PPE is stated at historical cost
less accumulated depreciation. Historical cost includes expenditure
that is directly attributable to the acquisition of the items.
Subsequent costs are included in the asset's carrying amount
or recognised as a separate asset, as appropriate, only when it is
probable that future economic benefits associated with the item
will flow to Beeks Financial Cloud Group PLC and the cost of the
item can be measured reliably. All other repairs and maintenance
are charged to profit or loss during the financial period in which
they are incurred.
Depreciation on IT infrastructure
and fixtures and fittings is calculated using the straight line
method to allocate their cost or revalued amounts, net of their
residual values, over their estimated useful lives, as
follows:
· Leasehold property and improvements over the lease
period
· Freehold property over 50 years
· Computer Equipment over 5 years and over the length of
lease
· Office equipment and fixtures and fittings over 5-20
years
The residual values, useful lives
and depreciation methods are reviewed, and adjusted if appropriate,
at each reporting date.
Leasehold improvements and plant and
equipment under lease are depreciated over the unexpired period of
the lease or the estimated useful life of the assets, whichever is
shorter.
An item of property, plant and
equipment is derecognised upon disposal or when there is no future
economic benefit to the Group. Gains and losses between the
carrying amount and the disposal proceeds are taken to profit or
loss. Any revaluation surplus reserve relating to the item disposed
of is transferred directly to retained profits.
Where assets are purchased under a
finance lease arrangement, they are recognised as Right of Use
Assets and disclosed within the Property plant and equipment note
11. Where these assets are subsequently sold as part of a Proximity
or Exchange Cloud contract, they are transferred from PP&E to
stock and thereafter to the profit and loss as cost of
sales.
Inventories
Inventories are stated at the lower
of cost and net realisable value. Cost
includes all expenses directly attributable to bringing the asset
to its current condition. Costs of ordinarily interchangeable items
are assigned using the first in, first out cost formula. Net
realisable value is the estimated selling price in the ordinary
course of business less any directly attributable selling
expenses.
Where inventories are purchased
under a finance lease arrangement, they are recognised initially as
Right of Use Assets and disclosed within the Property plant and
equipment note 10.
Inventories that are subsequently
sold as part of a Proximity or Exchange Cloud contract are
transferred to profit and loss as cost of sales.
At each reporting date, an
assessment is made for impairment. Any excess of the carrying
amount of inventories over its estimated selling prices less costs
to complete and sell is recognised as an impairment loss in the
income statement. Reversals of impairment losses are also
recognised in profit or loss.
Assets held at Head Office are
classified and disclosed as inventory until the point in which the
assets purpose is identified. At the point, the asset will either
be transferred to property, plant and equipment and sold under
Infrastructure-as-a-Service (IaaS) or sold to a customer under a
proximity or exchange cloud solution and transferred to Cost of
Sales within the Income statement.
Leases
A lease is defined as a contract, or
part of a contract, that conveys the right to use an asset (the
underlying asset) for a period of time in exchange for
consideration. To apply this definition the Group assesses whether
the contract meets three key evaluations which are whether the
contract contains an identified asset, which is either explicitly
identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group;
the Group has the right to obtain substantially all of the economic
benefits from use of the identified asset throughout the period of
use, considering its rights within the defined scope of the
contract; and the Group has the right to direct the use of the
identified asset throughout the period of use.
At the lease commencement date, the
Group recognises a right-of-use asset and a corresponding lease
liability on the Consolidated statement of financial position. The
right-of-use asset is measured at cost, which is made up of the
initial measurement of the lease liability measured at the present
value of future lease payments, any initial direct costs incurred
by the Group. If that rate cannot be determined, the lessee's
incremental borrowing rate is used, being the rate that the lessee
would have to pay to borrow the funds necessary to obtain an asset
of similar value in a similar economic environment with similar
terms and conditions. The Group depreciates the right-of-use assets
on a straight-line basis from the lease commencement date to the
earlier of the end of the useful life of the right-of-use asset or
the end of the lease term. The Group assesses the right-of-use
asset for impairment under IAS 36 'Impairment of Assets' where such
indicators exist.
Lease liabilities are presented on
two separate lines in the Consolidated statement of financial
position for amounts due within one year and amounts due after more
than one year. The lease liability is initially measured at the
present value of lease payments that are not paid at the
commencement date, discounted using the rate implicit in the lease.
If this rate cannot readily be determined, the Group applies an
incremental borrowing rate. The lease liability is subsequently
measured by increasing the carrying amount to reflect interest on
the lease liability and by reducing the liability by payments made.
The Group re-measures the lease liability (and adjusts the related
right-of-use asset) whenever the lease term has changed, or a lease
contract is modified, and the modification is not accounted for as
a separate lease.
Lease payments included in the
measurement of the lease liability can be made up of fixed payments
and an element of variable charges depending on the estimated
future price increases, whether these are contractual or based on
management's estimate of potential increases. Subsequent to initial
measurement, the liability will be reduced for payments made and
increased for interest. It is re-measured to reflect any
reassessment or modification, or if there are changes in fixed
payments. When the lease liability is re-measured, the
corresponding adjustment is reflected in the right-of-use asset, or
profit and loss if the right-of-use asset is already reduced to
zero. Where non-contractual payment discounts are
subsequently received from suppliers, these are treated as a
discharge of the lease liability with a credit recognised in the
profit or loss statement.
The Group has elected to account for
short-term leases and leases of low-value assets using the
practical expedients available under IFRS 16. Instead of
recognising a right-of-use asset and lease liability, the payments
in relation to these are recognised as an expense in profit or loss
on a straight line basis over the lease term.
Under IFRS 16, the Group recognises
depreciation of the right-of-use asset and interest on lease
liabilities in the Consolidated statement of comprehensive income
over the period of the lease. On the Consolidated statement of
financial position, right-of-use assets have been included in right
of use assets and lease liabilities have been included in lease
liabilities due within one year and after more than one
year.
Intangible assets and amortisation
Goodwill
Goodwill represents the excess of
the cost of an acquisition over the fair value of the assets and
liabilities assumed at the date of acquisition. Goodwill acquired
in business combinations is not amortised. Instead, goodwill is
tested for impairment annually or more frequently if events or
changes in circumstances indicate that it might be impaired, and is
carried at cost less accumulated impairment losses. Intangible
assets carried forward from prior years are re-valued at the
exchange rate in the current financial year. Impairment testing is
carried out by assessing the recoverable amount of the cash
generating unit to which the goodwill relates. A bargain purchase
is immediately released to the Consolidated statement of
comprehensive income in the year of acquisition.
Customer relationships
Included within the value of
intangible assets are customer relationships. These represent the
purchase price of customer lists and contractual relationships
purchased on the acquisition of the business and assets of Gallant
VPS Inc. and Commercial Network Services as well as the purchase of
Velocimetrics Ltd. These relationships are carried at cost less
accumulated amortisation or impairment losses where applicable.
Amortisation is calculated using the straight line method over
periods of between five and ten years and is charged to cost of
sales.
Development costs
Expenditure on research (or the
research phase of an internal project) is recognised as an expense
in the period in which it is incurred.
Development costs incurred are
capitalised when all the following conditions are
satisfied:
· Completion of the intangible asset is technically feasible so
that it will be available for use or sale;
· The Group intends to complete the intangible asset and use or
sell it;
· The Group has the ability to use or sell the intangible
asset;
· The intangible asset will generate probable future economic
benefits;
· There are adequate technical, financial, and other resources
to complete the development and to use or sell the intangible
asset, and
· The expenditure attributable to the intangible asset during
its development can be measured reliably.
Development costs not meeting the
criteria for capitalisation are expensed as incurred. The costs
which do meet the criteria range from new product development to
the enhancement of existing services. The scope of the development
team's work continues to evolve as the Group continues to deliver
business critical solutions to a growing customer base. Development
costs capitalised are amortised on a straight-line basis over the
estimated useful life of the asset. The estimated useful life is
deemed to be five years for all developments capitalised.
Amortisation is charged at the point of a major product release or
upgrade in which that asset is made available for sale or release
to the customer. Charges are recognised through cost of sales in
the Consolidated statement of comprehensive income in the period in
which they are incurred.
Impairment
Goodwill and assets with an
indefinite useful life are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they
might be impaired. Other non-financial assets are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable or where the asset
is still in development and is not yet being amortised as it is not
available for use. An impairment loss is recognised for the amount
by which the asset's carrying amount exceeds its recoverable
amount.
Recoverable amount is the higher of
an asset's fair value less costs of disposal and value-in-use. The
value-in-use is the present value of the estimated future cash
flows relating to the asset using a pre-tax discount rate specific
to the asset or cash-generating unit to which the asset belongs.
Assets that do not have independent cash flows are grouped together
to form a cash-generating unit.
A previously recognised impairment
loss is reversed only if there is an indication that an impairment
loss recognised in prior periods for an asset or cash-generating
unit may no longer exist or may have decreased. If that is
the case, the carrying amount of the asset is increased to its
recoverable amount. That increased amount cannot exceed the
carrying amount that would be determined, net of depreciation, had
no impairment loss been recognised for the asset or cost-generating
unit in prior years. Such a reversal is recognised in profit
or loss unless the asset is carried at a revalued amount, in which
case the reversal is treated as a revaluation increase.
Equity
Ordinary shares are classified as
equity. An equity instrument is any contract that evidences a
residual interest in the assets of Beeks Financial Cloud Group plc
after deducting all of its liabilities. Equity instruments issued
by Beeks Financial Cloud Group plc are recorded at the proceeds
received net of direct issue costs.
The share capital account represents
the amount subscribed for shares at nominal value. Details on this
can be found at note 21.
Amounts arising from the revaluation
of non-monetary assets and liabilities held in foreign
subsidiaries, and joint operations are held within the foreign
currency reserve.
Earnings per share
Basic earnings per share
Basic earnings per share is
calculated by dividing the profit attributable to the owners of
Beeks Financial Cloud Group PLC, excluding any costs of servicing
equity other than ordinary shares, by the weighted average number
of ordinary shares outstanding during the financial year, adjusted
for bonus elements in ordinary shares issued during the financial
year.
Diluted earnings per share
Diluted earnings per share adjusts
the figures used in the determination of basic earnings per share
to take into account the after income tax effect of interest and
other financing costs associated with dilutive potential ordinary
shares and the weighted average number of shares assumed to have
been issued for no consideration in relation to dilutive potential
ordinary shares.
Value-added tax ('VAT') and other similar
taxes
Revenues, expenses, and assets are
recognised net of the amount of associated VAT, unless the VAT
incurred is not recoverable from the tax authority. In this case it
is recognised as part of the cost of the acquisition of the asset
or as part of the expense.
Trade receivables and trade payables
are stated inclusive of the amount of VAT receivable or payable.
The net amount of VAT recoverable from, or payable to, the tax
authority is included in other receivables or other payables in the
statement of financial position.
Cash flows are presented on a net
basis. The VAT components of cash flows arising from investing or
financing activities which are recoverable from, or payable to the
tax authority, are presented as operating cash flows.
Commitments and contingencies are
disclosed net of the amount of VAT recoverable from, or payable to,
the tax authority.
Alternative performance measures
In addition to measuring financial
performance of the Group based on statutory profit measures, the
Group also measures performance based on underlying EBITDA,
underlying profit before tax and underlying diluted earnings per
share.
The alternative performance measures
provide management's view of the Group's financial performance and
are not necessarily comparable with other entities. These
alternative measures exclude significant costs (such as Share Based
Payments) and as such, should not be regarded as a complete picture
of the Group's financial performance. These measures should
not be viewed in isolation, but as supplementary information to the
rest of the financial statements.
Underlying EBITDA
Underlying EBITDA is defined as
earnings before amortisation, depreciation, finance costs,
taxation, acquisition costs, share based payments and exceptional
non-recurring costs.
Underlying EBITDA is a common
measure used by investors and analysts to evaluate the operating
financial performance of companies, particularly in the sector that
the Group operates.
The Group considers underlying
EBITDA to be a useful measure of operating performance because it
approximates the underlying operating cash flow by eliminating the
charges mentioned above. It is not a direct measure of liquidity,
which is shown in the Consolidated statement of cash flows, and
needs to be considered in the context of the Group's financial
commitments. Reference is also made to the right of use asset
implication on depreciation in the year as a result of the Group
taking additional space in data centres.
Underlying profit before tax
Underlying profit before tax is
defined as profit before tax adjusted for the following:
· Amortisation charges on acquired intangible assets;
· Exchange variances on statement of final position gains and
losses;
· Share-based payment charges;
· M&A activity including:
o Professional fees;
o Any
non-recurring integration costs; Any gain or loss on the
revaluation of contingent consideration where it is material;
and
o Any
material non-recurring costs where their removal is necessary for
the proper understanding of the underlying profit for the
period.
The Group considers underlying
profit before tax to be a useful measure of performance because it
eliminates the impact of certain non-recurring items including
those associated with acquisitions and other charges commonly
excluded from profit before tax by investors and analysts for
valuation purposes.
Underlying diluted earnings per
share
Underlying diluted earnings per
share is calculated by taking the adjusted profit before tax as
described after deducting an appropriate taxation charge and
dividing by the total weighted average number of ordinary shares in
issue during the year and adjusting for the dilutive potential
ordinary shares relating to share options.
The Group considers adjusted diluted
earnings per share to be a useful measure of performance for the
same reasons as underlying profit before tax. In addition, it is
used as the basis for consideration to the level of dividend
payments.
Net
cash/Net Debt
Net cash/net debt is a financial
liquidity metric that measures the ability of a business to pay all
its debts if they were to be called immediately. This is defined as
current and non-current borrowing liabilities (debt and asset
finance but excluding lease liabilities)- cash and cash
equivalents.
Operational costs
Operational costs are defined as
operating expenses less exceptional costs, share based payments and
non-recurring costs. These costs are adjusted to reflect the true
business operational trading costs.
Profit after Tax
Management believes that
profitability measures after tax are not measures that would
specifically require alternative performance measures as they do
not constitute trading results. Tax legislation is out with the
control of the Group. Whilst the group currently benefits from some
tax relief such as R&D tax credits, the group does not rely on
these in terms of trading results or provide consideration of the
tax impact of adjusted items for alternative performance measures.
Further information on tax impact on profitability can be found on
Note 9.
Annualised Committed Monthly Recurring
Revenue
Annualised Committed Monthly
Recurring Revenue (ACMRR) is committed recurring revenue.
Management believes that ACMRR is a key measure as it provides
investors with the total contracted committed revenue of the
Group.
2.
Segment Information
Operating segments are reporting in
a manner consistent with the internal reporting provided to the
chief operating decision makers.
The chief operating decision makers,
who are responsible for allocating resources and assessing
performance of operating segments, have been identified as the
executive directors.
In the current year there is one
customer that account for more than 10% of Group revenue. The total
revenue for this customer amounts to £11.2m (2023:
£7.1m).
Performance is assessed by a focus
on the change in revenue across public/private cloud and new sales
relating to Proximity Cloud/Exchange Cloud. Cost is reviewed at a
cost category level but not split by segment. Assets are used
across all segments and are therefore not split between segments so
management review profitability at a group level.
Revenues by Operating segment,
further disaggregated are as follows:
|
Year ended 30/06/24
(£'000)
|
Year ended 30/06/23
(£'000)
|
|
Public/ Private
Cloud
|
Proximity/
Exchange
Cloud
|
Total
|
Public/
Private
Cloud
|
Proximity/
Exchange
Cloud
|
Total
|
Over time
|
|
|
|
|
|
|
Infrastructure/software as a
service
|
22,723
|
-
|
22,723
|
19,162
|
-
|
19,162
|
Maintenance
|
388
|
-
|
388
|
537
|
|
537
|
Proximity Cloud
|
-
|
378
|
378
|
-
|
454
|
454
|
Exchange Cloud
|
|
53
|
53
|
-
|
-
|
-
|
Professional services
|
463
|
-
|
463
|
273
|
-
|
273
|
Over time total
|
23,574
|
431
|
24,005
|
19,972
|
454
|
20,426
|
Point in time
|
|
|
|
|
|
|
Hardware/Software resale
|
826
|
-
|
826
|
529
|
-
|
529
|
Software licences
|
456
|
-
|
456
|
1,267
|
-
|
1,267
|
Set up fees
|
100
|
-
|
100
|
135
|
-
|
135
|
Software other
|
57
|
-
|
57
|
-
|
-
|
-
|
Proximity Cloud
|
-
|
1,626
|
1,626
|
-
|
-
|
-
|
Exchange Cloud
|
-
|
1,417
|
1,417
|
-
|
-
|
-
|
Point in time total
|
1,439
|
3,043
|
4,482
|
1,931
|
-
|
1,931
|
Total revenue
|
25,013
|
3,474
|
28,487
|
21,903
|
454
|
22,357
|
Revenues by operating segment,
further disaggregated are as follows:
|
2024
|
2023
|
|
£'000
|
£'000
|
Revenues by geographic location are
as follows:
|
|
|
United Kingdom
|
7,140
|
5,660
|
Europe
|
2,861
|
3,119
|
US
|
11,140
|
9,193
|
Rest of World
|
7,346
|
4,385
|
Total
|
28,487
|
22,357
|
During the year £0.3m (2023: £0.3m) was recognised in other income for grant
income received from Scottish Enterprise and £0.1m (2023: £0.1m) was recognised as rental
income.
|
2024
|
2023
|
|
£'000
|
£'000
|
Non-Current Assets by geographic
location are as follows:
|
|
|
United Kingdom - Property, plant and
equipment
|
8,343
|
9,235
|
Europe - Property, plant and
equipment
|
1,416
|
1,610
|
Rest of World - Intangible
assets
|
8,000
|
6,738
|
Rest of World - Goodwill
|
1,368
|
1,368
|
Rest of World - Property, plant and
equipment
|
2,531
|
2,750
|
US - Property, plant and
equipment
|
4,449
|
4,357
|
Total Non-Current Assets
|
26,107
|
26,058
|
Intangible assets have been
classified as "Rest of World" due to the fact they represent
products that are available to customers throughout the World as
well as the US intangible assets referred to in note 10.
The Group has taken advantage of the
practical expedient permitted by IFRS 15 and has therefore not
disclosed the amount of the transaction price allocated to
unsatisfied performance obligations or when it expects to recognise
that revenue. Longer term contracts continue to be paid on a
monthly basis.
3.
Operating Profit / (Loss)
Operating Profit / (Loss)is stated
after charging:
|
2024
|
2023
|
|
£000
|
£000
|
Staff costs (note 7)
|
7,198
|
6,909
|
Depreciation on owned assets (note
11)
|
3,789
|
3,140
|
Depreciation right-of-use assets
(note 11)
|
1,296
|
1,410
|
Amortisation of acquired intangibles
(note 10)
|
318
|
489
|
Amortisation of other intangibles
(note 10)
|
1,599
|
1,227
|
Other cost of sales and
admin*
|
10,681
|
7,191
|
Foreign exchange losses
|
38
|
256
|
Share based payments (note
21)
|
2,326
|
2,291
|
Other non-recurring costs
|
29
|
136
|
*Included within other cost of sales
and admin are the remainder of direct costs associated with the
business including data centre connectivity, software licences,
security, and other direct support costs.
Auditor's remuneration
|
2024
|
2023
|
|
£000
|
£000
|
Audit
|
|
|
Fees payable for the audit of the
consolidation and the parent company accounts
|
79
|
83
|
Fees payable for the audit of the
subsidiary
|
70
|
75
|
Non Audit
|
|
|
Fees payable for the interim review
of the group
|
-
|
5
|
Assurance related
services
|
-
|
20
|
|
149
|
183
|
4.
Finance Costs
|
2024
|
2023
|
|
£000
|
£000
|
Bank charges
|
126
|
115
|
Interest on loan
liabilities
|
85
|
140
|
Interest expense
|
163
|
165
|
Total finance costs
|
374
|
420
|
5.
Finance Income
|
2024
|
2023
|
|
£000
|
£000
|
Financing charge on Proximity Cloud
contracts
|
147
|
101
|
Bank Interest received
|
103
|
-
|
Total finance income
|
250
|
101
|
6.
Average number of employees and employee benefits
expense
Including directors, the average
number of employees (at their full time equivalent) during the year
was as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Management and
administration
|
21
|
22
|
Support and development
staff
|
84
|
81
|
Average numbers of
employees
|
105
|
103
|
The employee benefits expense during
the year was as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Wages and salaries
|
6,153
|
5,969
|
Social security costs
|
666
|
669
|
Other pension costs
|
379
|
271
|
Total employee benefits
expense
|
7,198
|
6,909
|
|
|
|
Share based payments (note
21)
|
2,326
|
2,291
|
Wages and salary costs directly
attributable to the development of products are capitalised in
intangible assets. The total additions capitalised in intangible
assets relates to payroll costs and external third-party costs.
Refer to Note 10 for capitalised development costs.
7.
Directors' emoluments
|
2024
|
2023
|
|
£000
|
£000
|
|
|
|
Aggregate remuneration in respect of
qualifying services
|
330
|
292
|
Aggregate amounts of contributions
to pension schemes in respect of qualifying services
|
22
|
14
|
Other benefits in kind
|
4
|
2
|
Gain on exercise of
options
|
388
|
-
|
Total Directors'
emoluments
|
744
|
308
|
|
|
|
|
|
|
Highest paid director - aggregate
remuneration (excluding share based payments)
|
125
|
126
|
There are two directors (2023: two)
who are accruing retirement benefits in respect of qualifying
services.
8.
Taxation expense
|
2024
|
2023
|
|
£000
|
£000
|
Current
|
|
|
Foreign tax on overseas
companies
|
222
|
65
|
R&D tax credit
received
|
(121)
|
(95)
|
Total current tax
|
101
|
(30)
|
|
|
|
Origination and reversal of
temporary differences
|
(835)
|
(531)
|
Total deferred tax
|
(835)
|
(531)
|
|
|
|
Tax on Profit / (Loss) on ordinary
activities
|
(734)
|
(561)
|
The differences between the total
tax credit above and the amount calculated by applying the standard
rate of UK corporation tax to the profit before tax, together with
the impact of the effective tax rate, are as follows:
|
2024
|
%
ETR
|
2023
|
%
ETR
|
|
£000
|
movement
|
£000
|
movement
|
Profit / (Loss) before
tax
|
1,459
|
|
(650)
|
|
Profit / (Loss) on ordinary
activities multiplied by the standard rate of corporation tax in
the UK of 25% (2023: 25%)
|
354
|
24%
|
(124)
|
21%
|
Effects of:
|
|
|
|
|
Impact of super deduction
|
14
|
0.96%
|
(215)
|
(33.18%)
|
Expenses not deductible for tax
purposes
|
554
|
37.97%
|
481
|
(74.23%)
|
R&D tax credits
relief
|
(451)
|
30.91%
|
(89)
|
13.73%
|
Share option deduction
|
(1,059)
|
72.58%
|
(404)
|
62.35%
|
Prior year deferred tax
adjustments
|
(144)
|
9.87%
|
(88)
|
13.58%
|
Capital gains/losses
|
(37)
|
2.54%
|
-
|
-
|
Adjustment for tax rate
differences
|
-
|
-
|
(37)
|
4.01%
|
Foreign tax suffered
|
156
|
10.69%
|
40
|
0.32%
|
R&D tax credit
received
|
(121)
|
-
|
(125)
|
-
|
Total tax charge
|
(734)
|
(50.31%)
|
(561)
|
86.31%
|
The effective tax rate (ETR) for the
year was 50.31% (2023: 86.31%).
9.
Intangible assets
|
Acquired customer
relationships
|
Development
costs
|
IP
addresses
|
Trade name
|
Goodwill
|
Total
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
As at 30 June 2022
|
2,530
|
6,148
|
-
|
137
|
2,336
|
11,151
|
Charge for year
|
|
|
|
|
|
|
Additions
|
-
|
2,868
|
-
|
-
|
-
|
2,868
|
Grant funding received
|
-
|
(147)
|
-
|
-
|
-
|
(147)
|
Foreign exchange
movements
|
(29)
|
-
|
-
|
-
|
-
|
(29)
|
As at 1 July 2023
|
2,501
|
8,869
|
-
|
137
|
2,336
|
13,843
|
Additions
|
-
|
2,796
|
104
|
-
|
-
|
2,900
|
Foreign exchange
movements
|
(2)
|
-
|
-
|
-
|
-
|
(2)
|
As at 30 June 2024
|
2,499
|
11,665
|
104
|
137
|
2,336
|
16,
741
|
|
|
|
|
|
|
|
Accumulated Amortisation
|
|
|
|
|
|
|
As at 30 June 2022
|
(1,146)
|
(2,278)
|
-
|
(61)
|
(968)
|
(4,453)
|
Charge for the year
|
(345)
|
(1,343)
|
-
|
(27)
|
-
|
(1,715)
|
Foreign exchange
movements
|
17
|
-
|
-
|
-
|
-
|
17
|
Grant funding received
|
-
|
414
|
-
|
-
|
-
|
414
|
As at 1 July 2023
|
(1,474)
|
(3,207)
|
-
|
(88)
|
(968)
|
(5,737)
|
Charge for the year
|
(263)
|
(1,627)
|
-
|
(27)
|
-
|
(1,917)
|
Foreign exchange
movements
|
5
|
-
|
-
|
-
|
-
|
5
|
Grant income release
|
-
|
276
|
-
|
-
|
-
|
276
|
As at 30 June 2024
|
(1,732)
|
(4,558)
|
-
|
(115)
|
(968)
|
(7,373)
|
|
|
|
|
|
|
|
NBV as at 1st July 2023
|
1,027
|
5,662
|
-
|
49
|
1,368
|
8,106
|
|
|
|
|
|
|
|
NBV as at 30th June 2024
|
767
|
7,107
|
104
|
22
|
1,368
|
9,368
|
Development costs have been
recognised in accordance with IAS 38 in relation to the Open Nebula
project and development of the Proximity and Exchange Cloud
products, including analytics and its integration into this
product. Development costs in relation to Proximity and Exchange
Cloud have a useful life of 5 years.
Brought forward development costs
consist of £5.9m where £3.0m was capitalised in FY22 and £2.9m was
capitalised in FY23. These assets now have a carrying value of
£3.3m.
During the year, a total of £2.8m
development costs relating to the development of Proximity
Cloud/Exchange Cloud and £0.3m relating to the Open Nebula project
were capitalised. These assets now have a carrying value of
£2.9m.
As at 30 June 2024, £1.5m (2023:
£1.6m) of development costs capitalised are currently being carried
as work in progress not yet amortised. This relates to cost where
projects have not yet been completed and made available to
customers. All costs incurred during the preliminary stages of
development projects are charged to profit or loss. Within the
Proximity/Exchange Cloud segment in the current year, an impairment
review was carried out solely on the projects within development
costs for which amortisation is yet to begin as no revenue has yet
been generated from these items not yet under sale. No impairment
indicators were found.
During the year, Beeks purchased IP
Addresses for £0.1m due to the finite supply of IP addresses. Beeks
have taken the view not to amortise this intangible asset given
their value is not expected to be reduced over time.
Impairment test for goodwill
For this review, goodwill was
allocated to individual cash generating units (CGU) on the basis of
the Group's operations as disclosed in the segmental analysis. As
the Board reviews results on a segmental level, the Group monitors
goodwill and annually assesses it on the same basis for
impairment.
The carrying value of goodwill by
each CGU is as follows:
|
2024
|
|
£'000
|
|
|
Private/public cloud
|
1,368
|
Proximity/Exchange Cloud
|
-
|
Total goodwill
|
1,368
|
Goodwill has been allocated to the
public/private segment and management have reviewed and confirmed
that there is no indication of impairment.
The recoverable amount of all CGUs
has been determined by using value-in-use calculations, estimating
future cash inflows and outflows from the use of the assets and
applying an appropriate discount rates to those cash flows to
ensure that the carrying value of each individual asset is still
appropriate.
In performing these reviews, under
the requirements of IAS 36 "Impairment of Assets" management
prepare forecasts for future trading over a useful life period of
up to five years.
These cash flow projections are
based on financial budgets and market forecasts approved by
management using a number of assumptions including;
· Historic and current trading
· Weighted sales pipeline
· Potential changes to cost base (including staff to support the
CGU)
· External factors including competitive landscape and market
growth potential
· Forecasts that go beyond the approved budgets are based on
long term growth rates on a macro-economic level.
Management performed a full
impairment assessment on the goodwill allocated to Public/Private
Cloud. This included including modelling projected cash flows based
on the current weighted sales pipeline, a discount rate based on
the calculated pre-tax weighted average cost of capital (15%, 2023:
15%) and cost base assumptions that included contingency and
investment to deliver against the weighted sales pipeline.
Conservative mid-term rates of 20% and terminal growth rates of 2%
(2023: 2%) were estimated, which were significantly less than both
the Group's internal business plan, external market mid-term
forecast as well as historic performance.
Sensitivity analysis has been
performed to show the impact of reasonable or possible changes in
key assumptions. An increase in discount rate from 15% to 20% was
applied with sales growth assumptions reduced. This resulted in no
resultant indication of impairment.
An impairment review was carried out
on the three development projects, for which amortisation is yet to
begin, in line with the testing on impairment of intangible assets
as referenced within the Group's accounting policies in note 1. For
Exchange Cloud and Analytics, the existing weighted sales pipeline
was used as a typical pipeline profile for current and future years
and cash flows on the business unit to which the goodwill relates
were forecast. Discount rates and cost base assumptions were
consistent to what has been detailed above in regards to the
impairment testing on goodwill. For Open Integration, cost
comparisons of the two platform were compared based on current
pricing with discount rates again consistent with the impairment
testing on goodwill.
Based on an analysis of the
impairment calculation's sensitivities to changes in key parameters
(growth rate, discount rate and pre-tax cash flow projections)
there was no reasonably possible scenario where these recoverable
amounts would fall below their carrying amounts therefore as at 30
June 2024, no change to the impairment provision against the
carrying value of intangibles was required. The revaluation of
these from prior year represents exchange adjustment
only.
Note during the year the trade
assets and liabilities of Velocimetric Inc were hived up to
Velocimetrics Ltd and the subsequent trade assets and liabilities
of Velocimetrics Ltd were hived across to Beeks Financial Cloud
Ltd. This revenue stream was already considered as a CGU and
therefore had no impact on the Group's impairment
assessments.
10.
Non-current assets - Property, plant and
equipment
|
Computer
Equipment
|
Office equipment and fixtures
and fittings
|
Right of
Use
|
Freehold
property
|
Total
|
Cost
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
As at 30 June 2022
|
16,543
|
180
|
5,420
|
3,034
|
25,177
|
Additions
|
3,950
|
146
|
2,149
|
5
|
6,250
|
Exchange adjustments
|
(3)
|
-
|
172
|
-
|
169
|
As at 1 July 2023
|
20.490
|
326
|
7,741
|
3,039
|
31,596
|
Additions
|
3,550
|
68
|
950
|
1
|
4,569
|
Transfer to stock
|
(175)
|
-
|
(595)
|
-
|
(770)
|
Exchange adjustments
|
(3)
|
-
|
(58)
|
-
|
(61)
|
As at 30 June 2024
|
23,862
|
394
|
8,038
|
3,040
|
35,334
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
As at 30 June 2022
|
(6,778)
|
(48)
|
(2,054)
|
(27)
|
(8,907)
|
Charge for the year
|
(3,020)
|
(49)
|
(1,410)
|
(71)
|
(4,550)
|
Exchange adjustments
|
(30)
|
-
|
(157)
|
-
|
(187)
|
As at 1 July 2023
|
(9,828)
|
(97)
|
(3,621)
|
(98)
|
(13,644)
|
Charge for the year
|
(3,435)
|
(63)
|
(1,516)
|
(71)
|
(5,085)
|
Transfer to stock
|
78
|
-
|
-
|
-
|
78
|
Exchange adjustments
|
6
|
-
|
50
|
-
|
56
|
As at 30 June 2024
|
(13,179)
|
(160)
|
(5,087)
|
(169)
|
(18,595)
|
|
|
|
|
|
|
NBV as at 30 June 2023
|
10,662
|
229
|
4,120
|
2,941
|
17,952
|
NBV as at 30 June 2024
|
10,683
|
234
|
2,951
|
2,871
|
16,739
|
All revenue generating depreciation
charges are included within cost of sales. Non-revenue generating
depreciation charges are included with administrative
expenses.
The Group recognises rental income
for the rental of units at their Head Office property in Renfrew.
This asset is disclosed as Freehold Property. Units are leased to
tenants under operating leases with rentals payable quarterly. Full
details on operating leases as a lessor can be found on note
18.
Assets held at Head Office are
classified and disclosed as inventory until the point in which the
assets purpose is identified. Where an asset is sold to a customer
under a proximity or exchange cloud solution, it is transferred to
stock and subsequently transferred to Cost of Sales within the
Income statement.
11.
Non-current assets - Deferred tax
Deferred tax is recognised at the
standard UK corporation tax of 25% for fixed assets in the UK
(2023: 25%). Deferred tax in the US is recognised at an average
rate of 21% for 2024 (2023: 21%). The deferred tax asset
relates to the difference between the amortisation period of the US
acquisitions for tax and reporting purposes as well as the impact
of the share options exercised during the year and tax losses
carried forward in both UK and overseas companies.
|
2024
|
2023
|
|
£000
|
£000
|
The split of the deferred tax asset
and liabilities are summarised as follows:
|
|
|
Deferred tax
(liabilities)
|
(4,197)
|
(3,884)
|
Deferred tax asset
|
6,727
|
5,398
|
Total deferred tax
|
2,530
|
1,514
|
Movements
|
|
|
Opening balance
|
1,514
|
1,232
|
Charge to profit or loss (note
9)
|
835
|
531
|
Charged to goodwill /
equity
|
181
|
(252)
|
Other movement
|
-
|
3
|
Closing balance
|
2,530
|
1,514
|
The movement in deferred tax assets
and liabilities during the year is as follows:
|
Share
options
|
Tax losses
c/fwd
|
Accelerated tax depreciation
and other movement
|
Total deferred tax asset
carried forward
|
Total deferred tax
(liability) carried forward
(temporary differences on
assets)
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
As at 30 June 2022
|
671
|
3,377
|
153
|
4,201
|
(2,968)
|
Charge to income
|
387
|
1,036
|
24
|
1,447
|
(916)
|
Charge to equity
|
(251)
|
-
|
-
|
(251)
|
-
|
As at 30 June 2023
|
807
|
4,413
|
177
|
5,397
|
(3,884)
|
Charge to income
|
709
|
601
|
(161)
|
1,149
|
(312)
|
Charge to equity
|
181
|
-
|
-
|
181
|
-
|
As at 30 June 2024
|
1,697
|
5,014
|
16
|
6,727
|
(4,196)
|
12.
Current assets - Inventories
|
2024
|
2023
|
|
£000
|
£000
|
Materials
|
1,084
|
1,315
|
Consumables
|
422
|
452
|
|
1,506
|
1,767
|
With the launch of Proximity Cloud
in the previous year, the Group holds hardware which can be used in
the sale of Proximity or Exchange Cloud contracts. Subsequent to
the year end, if they are not used as part of a Proximity or
Exchange Cloud sale, they will be reclassified as PPE at the point
in which they are delivered into one of the Group's data
centres.
During the period, £0.7m (2023 -
£nil) of inventories were recognised as an expense in the period
through cost of sales. Of the £1.8m classified as inventories at 30
June 2023, £1.1m was subsequently transferred to PPE during the
year at the point in which they were delivered into one of the
Group's data centres.
13.
Trade and other receivables
|
2024
|
2023
(Restated)
|
|
£000
|
£000
|
Trade receivables
|
1,334
|
2,186
|
Less: allowance for impairment of
receivables
|
(124)
|
(47)
|
|
1,210
|
2,139
|
Prepayments
|
1,153
|
1,040
|
Contract assets
|
1,490
|
826
|
Other taxation
|
60
|
111
|
Other receivables
|
258
|
384
|
Trade and other receivables -
current
|
4,171
|
4,500
|
|
2024
|
2023
(Restated)
|
|
£000
|
£000
|
Contract assets
|
3,287
|
1,891
|
Trade and other receivables -
non-current
|
3,287
|
1,891
|
Contract assets primarily relate to
our rights to consideration for goods or services delivered but not
invoiced at the reporting date. The associated performance will
either be the delivery of the bundled appliance for
proximity/exchange cloud contracts or the delivery of the licence
key for software contracts. The contract assets are transferred to
receivables when invoiced. Contract liabilities relate to deferred
revenue. At the end of each reporting
period, these positions are netted on a contract basis and
presented as either an asset or a liability in the Consolidated
Statement of Financial Position. Consequently, a contract balance
can change between periods from a net contract asset balance to a
net contract liability balance in the statement of financial position.
Significant changes in the contract
assets and the contract liability balances during the period are as
follows:
|
Contract
assets
|
Contract
liabilities
|
|
£000
|
£000
|
Balance at 1 July 2023
|
2,717
|
1,153
|
Transferred to receivables from
contract assets from the beginning of the period
|
(2,155)
|
-
|
Revenues recognised during the
period to be invoiced
|
4,215
|
-
|
Revenue recognition that was
included in the contract liability balance at the beginning of the
period
|
-
|
(703)
|
Remaining performance obligations
for which considerations have been received
|
-
|
501
|
Balance at 30 June 2024
|
4,777
|
951
|
The credit risk relating to trade
receivables is analysed as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Trade receivables
|
1,334
|
2,186
|
Less: allowance for impairment of
receivables
|
(124)
|
(47)
|
|
1,210
|
2,139
|
Movements in the allowance for
expected credit losses are as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Opening balance
|
47
|
80
|
Movement in allowances
|
92
|
(24)
|
Receivables written off during the
year as uncollectable
|
(15)
|
(9)
|
Closing balance
|
124
|
47
|
The Directors consider that the
carrying amount of trade and other receivables is approximately
equal to their fair value. The group has applied the simplified
approach to providing for expected credit losses prescribed by IFRS
9, which permits the use of lifetime expected loss allowance for
all trade receivables. The expected credit loss allowance under
IFRS 9 as at 30 June 2024 is £46k (2023 - £25k). The increase in
expected credit loss allowance is in line with the revenue growth
of the business.
The following table details the risk
profile of trade receivables based on the Group's provision matrix.
As the Group's historical credit loss experience does not show
significantly different loss patterns for different customer
segments, the provision for loss allowance based on past due status
is not further distinguished between the Group's different customer
segments.
|
2024
|
ECL rate
|
2024 ECL
allowance
|
2023
|
ECL rate
|
2023 ECL
allowance
|
Risk profiling category
(ageing)
|
£'000
|
%
|
£'000
|
£'000
|
%
|
£'000
|
Current
|
438
|
-0.25%
|
-1
|
959
|
-10%
|
-1
|
0-30 days
|
582
|
-3.00%
|
-18
|
988
|
-1.00%
|
-10
|
30-60 days
|
161
|
-4.00%
|
-6
|
94
|
-2.00%
|
-2
|
60-90 days
|
5
|
-6.00%
|
-0
|
12
|
-5.00%
|
-1
|
Over 90 days
|
118
|
-18.00%
|
-21
|
88
|
-15.00%
|
-11
|
Total
|
1.304
|
|
-46
|
2.141
|
|
-25
|
The ECL rate in the current year has
been reduced in line with the risk profile of trade receivables,
historic trade losses and continued tight credit control
procedures.
Trade receivables consist of a large
number of customers across various geographical areas. The aging
below shows that almost all are less than three months old and
historic performance indicates a high probability of payment for
debts in this aging. Those over three months relate to customers
without history of default for which there is a reasonable
expectation of recovery.
For contract asset ECL rates, Beeks
have concluded that there is minimal credit risk, as it is
significantly unlikely that the customers associated with these
contract assets default on their contracts. To be prudent, the
Group have considered a 0.001% provision which equates to
approximately £2,000 and therefore wholly trivial. As such, no
additional provision has been incorporated against the value
currently sitting within contract assets relating to Proximity or
Exchange cloud sales.
Past due but not impaired
The Group did not consider a credit
risk on the aggregate balances after reviewing the credit terms of
the customers based on recent collection practices.
The aging of trade receivables at the
reporting date is as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Not yet due
|
437
|
965
|
Due 1 to 3 months
|
768
|
1,115
|
Due 3 to 6 months
|
116
|
30
|
More than 6 months due
|
13
|
76
|
|
1,334
|
2,186
|
14.
Current assets - Cash and cash equivalents
|
2024
|
2023
|
|
£000
|
£000
|
Cash and bank balances
|
7,701
|
7,829
|
|
7,701
|
7,829
|
The credit risk on cash and cash
equivalents is considered to be negligible because over 99% of the
balance is with counter parties that are UK and US banking
institutions.
15.
Current assets - Financial instruments and risk
management
Financial risk management objectives
and policies
The Group's principal financial
instruments comprise cash and cash equivalents, short term deposits
and bank and other borrowings.
The carrying amount of all financial
assets presented in the statement of financial position are
measured at amortised cost.
The carrying amount of all financial
liabilities presented in the statement of financial position are
measured at amortised cost.
There have been no changes to
valuation techniques, or any amounts recognised through 'Other
Comprehensive Income'.
The main purpose of these financial
instruments is to finance the Group's operations. The Group has
other financial instruments which mainly comprise trade receivables
and trade payables which arise directly from its
operations.
Risk management is carried out by
the finance department under policies approved by the Board of
Directors. The Group finance department identifies, evaluates, and
manages financial risks. The Board provides guidance on overall
risk management including foreign exchange risk, interest rate
risk, credit risk, and investment of excess liquidity.
The impact of the risks required to
be discussed under IFRS 7 are detailed below:
Market risk
Foreign exchange risk
Foreign exchange risk arises when
future commercial transactions or recognised assets or liabilities
are denominated in a currency that is not the functional currency
of the operations. The Group had potential exchange rate exposure
within USD trade payable balances of £1,254,998 at 30 June 2024
(£1,255,542 at 30 June 2023) and potential exchange rate exposure
within EUR trade payables balances of £61,880 (£59,768 at 30 June 2023). The Group had
potential exchange rate exposure within USD trade receivables of
£585,469 (£1,179,455 as at 30 June 2023) and potential exchange
rate exposure within EUR trade receivables of £12,888 (£37,262 at
30 June 2023). The Group had potential exchange rate exposure
within USD intercompany balances of £5,920,060 (£5,807,729 as at 30
June 2023) and within JPY intercompany balances of £188,311
(£189,028 as at 30 June 2023). The Group also has potential
exchange rate exposure within USD bank balances of £7,127,773
(£3,644,955 as at 30 June 2023) and £110,650 within EUR bank
balances (£607,023 as at 30 June 2023).
Cash flow and interest rate risk
The Group has relatively limited
exposure to interest rate risk in respect of cash balances and
long-term borrowings held with banks and other highly rated
counterparties. Loans are at variable rates of interest based on
the Bank of England's base rate therefore the Group is subject to
changes in interest rates. Given the relatively low level of debt
the Board do not consider this to be a significant risk. The Group
has a total debt level of £1.1m all of which was held at a fixed
rate under asset finance agreements.
Credit risk
The Group's maximum exposure to
credit risk is limited to the carrying amount of financial assets
recognised at the reporting date, as summarised below:
|
2024
|
2023
(Restated)
|
|
£000
|
£000
|
Cash and cash equivalents
|
7,701
|
7,829
|
Trade receivables
|
1,334
|
2,186
|
Contract assets
|
1,490
|
826
|
Other receivables
|
259
|
384
|
|
10,784
|
11,225
|
Credit risk is managed on a Group
basis. Credit risks arise from cash and cash equivalents and
deposits with banks and financial institutions, as well as credit
exposures to customers, including outstanding receivables and
committed transactions. Credit risk refers to the risk that a
counterparty will default on its contractual obligations resulting
in financial losses to the Group. The Group provides standard credit terms (normally 30 days) to all of its
customers which has resulted in trade receivables of £1.2m
(2023: £2.1m) which are stated net of applicable
allowances, and which represent the total amount exposed to credit
risk.
The Group's credit risk is primarily
attributable to its trade receivables and contract assets. The
Group present the amounts in the statement of financial position
net of allowances for doubtful receivables, estimated by the
Group's management based on prior experience and the current
economic environment. The Group reviews the reliability of its
customers on a regular basis, such a review takes into account the
nature of the Group's trading history with the customer, along with
management's view of expected future events and market
conditions.
The credit risk on liquid funds is
limited because the majority of funds are held with two banks with
high credit-ratings assigned by international credit-rating
agencies. Management does not expect any losses from
non-performance of these counterparties.
None of the Group's financial assets
are secured by collateral or other credit enhancements.
Liquidity risk
The Group closely monitors its
access to bank and other credit facilities in comparison to its
outstanding commitments on a regular basis to ensure that it has
sufficient funds to meet obligations of the Group as they fall due.
The Group monitors its current debt facilities and complies both
with its gross borrowings to adjusted EBITDA, minimum
adjusted cash banking and LTV covenants. Judgement is required in
assessing what items are allowable for the adjusted
components.
The Board receives regular debt
management forecasts which estimate the cash inflows and outflows
over the next twelve months, so that management can ensure that
sufficient financing is in place as it is required.
As at 30 June 2024, the Group's
financial liabilities (excluding leases disclosed in Note 16) have
contractual maturities (including interest payments where
applicable) as summarised below:
|
Current
Non-current
|
|
Within
|
1-3
|
3-12
|
1-5
|
After
|
|
1
month
|
months
|
months
|
years
|
5
years
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Trade and other payables
|
3,772
|
935
|
206
|
-
|
-
|
The above amounts reflect the
contractual undiscounted cash flows, which may differ from the
carrying values of the liabilities at the reporting
date.
Trade and other payables includes
trade payables, accruals, contract liabilities, other taxation and
social security and other payables.
Capital risk management
The Group's objectives when managing
capital are to safeguard the Group's ability to continue as a going
concern in order to provide returns for shareholders and benefits
for other stakeholders and to maintain an optimal capital structure
to reduce the cost of capital. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debts.
|
2024
|
2023
|
|
£000
|
£000
|
Total equity
|
37,495
|
32,786
|
Cash and cash equivalents
|
7,701
|
7,829
|
Capital
|
45,196
|
40,615
|
Total equity
|
37,495
|
32,786
|
Other loans
|
-
|
1,814
|
Lease liabilities
|
2,894
|
4,006
|
Overall financing
|
40,389
|
38,606
|
Capital-to-overall financing
ratio
|
1.12
|
1.05
|
Other risks
Rental income from the head office
property leased out under operating leases is recognised in the
statement of the comprehensive income as other income as these
services are rendered, as the tenant occupies the space. Any
associated risk of the underlying asset used to generate this
rental income is believed to be minimal given the building is
utilised as the head office and the majority of staff are based
there.
16.
Non-current liabilities - Borrowings and other financial
liabilities
|
2024
|
2023
|
|
£000
|
£000
|
|
|
|
Lease liabilities
|
1,283
|
2,047
|
|
1,283
|
2,047
|
Other loans
|
|
|
Under one year
|
-
|
1,814
|
|
-
|
1,814
|
During the year the group fully
repaid the £0.5m of the term loan facility taken out from Barclays
Bank in December 2020 and £1.3m of the property loan facility. The
group continues to retain a revolving credit facility of £3.5m
which was unutilised as at 30 June 2024.
Barclays have been given security
for the facility of the UK assets of the Group and an unlimited
guarantee is afforded to Barclays.
During the year, the Group entered
into one new asset financing arrangement of £0.2m. This asset
financing agreement has been disclosed under lease liabilities
(note 18).
Changes in liabilities arising from
financing activities:
|
Lease
liabilities
|
Loans
|
Total
|
|
£000
|
£000
|
£000
|
Balance at 1 July 2023
|
4,007
|
1,814
|
5,821
|
Lease liabilities additions IFRS
16
|
724
|
-
|
724
|
Proceeds from new leases under asset
financing
|
229
|
-
|
229
|
Loan repayments
|
-
|
(1,814)
|
(1,814)
|
Lease repayments
|
(2,065)
|
-
|
(2,065)
|
Balance at 30 June 2024
|
2,895
|
-
|
2,895
|
Included within the lease
liabilities balance of £2.9m is £1.1m of asset finance lease
liabilities.
17.
Trade and other payables
|
2024
|
2023
(Restated)
|
|
£000
|
£000
|
Trade payables
|
2,792
|
2,937
|
Accruals
|
512
|
375
|
Contract liabilities
|
815
|
622
|
Other taxation and social
security
|
324
|
373
|
Other payables
|
334
|
114
|
Trade and other payables -
current
|
4,777
|
4,421
|
18.
Leases
|
2024
|
2023
(Restated)
|
|
£000
|
£000
|
Contract liabilities
|
136
|
531
|
Trade and other payables -
non-current
|
136
|
531
|
Non-current contract liabilities in
the year relates deferred income from support contracts that span
over one year.
The Group leases assets including
the space in data centres in order to provide infrastructure
services to its customers and also hardware for data centres.
Information about leases for which the Group is a lessee is
presented below:
Right-of-use assets
|
Leasehold Property and
improvement
|
|
£000
|
Balance at 1 July 2023
|
4,120
|
Additions
|
950
|
Transfer to stock
|
(595)
|
Depreciation
|
(1,516)
|
Foreign exchange
|
(8)
|
Balance at 30 June 2024
|
2,951
|
The right-of-use assets are
disclosed as non-current assets and are disclosed as property,
plant and equipment (note 10).
Right-of-use lease liabilities
|
2024
|
2023
|
|
£000
|
£000
|
Maturity analysis:
|
|
|
Within one year
|
(1,674)
|
(2,068)
|
Within two years
|
(1,044)
|
(1,574)
|
Within three years
|
(274)
|
(461)
|
Within four years
|
-
|
(12)
|
Add: unearned interest
|
98
|
108
|
Total lease liabilities
|
(2,894)
|
(4,007)
|
Analysed as:
|
|
|
Non-current (Note 18)
|
(1,283)
|
(2,047)
|
Current (Note 19)
|
(1,611)
|
(1,960)
|
|
(2,894)
|
(4,007)
|
The Group does not face a
significant liquidity risk with regard to its lease liabilities.
The interest expense on lease liabilities amounted to £0.2m for the
year ended 30 June 2024 (2023: £0.2m). Lease liabilities are
calculated at the present value of the lease payments that are not
paid at the commencement date.
The Group has elected not to
recognise a lease liability for short-term leases (leases with an
expected term of 12 months or less) or for leases of low value
assets. Payments made under such leases are expensed on a straight
line basis. During the year ended 30 June 2024, in relation to
leases under IFRS 16, the Group recognised the following amounts in
the Consolidated statement of comprehensive income:
|
2024
|
2023
|
|
£000
|
£000
|
Depreciation charge
|
1,516
|
1,410
|
Interest expense
|
163
|
165
|
Payments for short-term lease
expenses in relation to data centre space have not been disclosed
below and are instead reflected within other cost of sales under
note 3.
Amounts recognised in the
Consolidated statement of cash flows:
|
2024
|
2023
|
|
£000
|
£000
|
Amounts payable under
leases:
|
|
|
Short-term and low value lease
expense
|
-
|
10
|
Repayment of lease liabilities
within cash flows from financing activities
|
2,065
|
1,432
|
The Group recognises rental income
for the rental of units at their Head Office property in Renfrew.
Units are leased to tenants under operating leases with rentals
payable quarterly. Lease income from operating leases where the
group is a lessor is recognised on a straight-line basis over the
lease term. The total recognised in profit or loss during the
period is as follows:
|
2024
|
2023
|
|
£000
|
£000
|
|
|
|
Rental income from operating
leases
|
96
|
94
|
As part of this, The Group receives
rental payments on a quarterly basis. The amounts due to be
received over the next 5 years are as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Within 1 year
|
96
|
96
|
Between 1 and 2 years
|
96
|
96
|
Between 2 and 3 years
|
96
|
96
|
19.
Equity - issued capital
|
|
2024
|
2023
|
2024
|
2023
|
|
|
shares
|
shares
|
£000
|
£000
|
Ordinary shares - fully
paid
|
|
66,541,009
|
65,571,434
|
83
|
82
|
|
|
|
|
|
|
Movements in ordinary share
capital
|
|
|
|
|
|
Details
|
Date
|
Shares
|
Shares
|
Issue
price
|
£000
|
|
|
|
|
|
|
Balance
|
30 June 2018
|
|
50,043,100
|
|
62
|
EMI Share options
exercised
|
31 August 2018
|
|
677,700
|
£0.00125
|
1
|
EMI Share options
exercised
|
24 October 2018
|
|
32,200
|
£0.00125
|
-
|
EMI Share options
exercised
|
20 June 2019
|
|
111,800
|
£0.00125
|
1
|
New share issue
|
14 April 2020
|
|
363,458
|
£0.00125
|
-
|
EMI Share options
exercised
|
9 November 2020
|
|
44,118
|
£0.00125
|
-
|
New share issue
|
15 December 2020
|
|
430,946
|
£0.00125
|
1
|
New share issue
|
26 April 2021
|
|
4,347,827
|
£0.00125
|
5
|
EMI Share options
exercised
|
15 November 2021
|
|
264,705
|
£0.00125
|
-
|
New share issue
|
25 April 2022
|
|
9,090,910
|
£0.00125
|
12
|
EMI Share options
exercised
|
16 January 2023
|
|
21,946
|
£0.00125
|
-
|
EMI Share options
exercised
|
5 April 2023
|
|
106,796
|
£0.00125
|
-
|
EMI Share options
exercised
|
31 May 2023
|
|
35,928
|
£0.00125
|
-
|
Balance
|
30 June 2023
|
|
65,571,434
|
|
82
|
Share options exercised
|
13 November 2023
|
|
137,724
|
£0.00125
|
-
|
Share options exercised
|
16 January 2024
|
|
197,630
|
£0.00125
|
-
|
Share options exercised
|
28 March 2024
|
|
520,729
|
£0.00125
|
1
|
Share options exercised
|
26 April 2024
|
|
58,037
|
£0.00125
|
-
|
Share options exercised
|
13 May 2024
|
|
28,455
|
£0.00125
|
-
|
Balance
|
30 June 2024
|
|
66,514,009
|
|
83
|
Ordinary shares
During the year, 942,575 share
options were exercised.
20.
Share based payments
The movements in the share options
during the year, were as follows:
|
2024
|
2023
|
|
Number of
share options
|
Weighted
Average Fair Value price per share (£)
|
Number of
share options
|
Weighted
Average Fair Value price per share (£)
|
Outstanding at the beginning
of the year
|
6,233,043
|
1.35
|
4,925,668
|
1.20
|
Exercised during the year
|
(942,575)
|
0.97
|
(164,640)
|
1.24
|
Issued during the year
|
1,443,000
|
1.06
|
1,549.000
|
0.83
|
Forfeited during the year
|
-
|
-
|
(76,955)
|
1.43
|
Outstanding at the end of the
year
|
6,733,468
|
1.26
|
6,233,043
|
1.35
|
The Group granted a total of
1,443,000 share options on 20th November
2023.
Shares were forfeited during the
year where employees left the business, with their share options
not being fully redistributed within the Group.
These share options outstanding at
the end of the year have the following expiry dates and exercise
prices:
|
Grant 4A
|
Grant 4B
|
Grant 5A
|
Grant 5B
|
Grant 5C
|
Grant 6A
|
Grant 6B
|
Grant 6C
|
Shares
|
1,022,500
|
597,150
|
604,000
|
462,500
|
462,500
|
395,000
|
524,000
|
524,000
|
Date of grant
|
26th
November 2021
|
26th
November 2021
|
2nd
December 2022
|
2nd
December 2022
|
2nd
December 2022
|
20th
November 2023
|
20th November 2023
|
20th November 2023
|
Exercise price
|
£0.00125
|
£0.00125
|
£0.00125
|
£0.00125
|
£0.00125
|
£0.00125
|
£0.00125
|
£0.00125
|
Unvested expiry date
|
26th
November 2024
|
26th
November 2024
|
2nd
December 2025
|
2nd
December 2025
|
2nd
December 2024
|
20th November 2026
|
20th November 2026
|
20th November 2025
|
These share options vest under
challenging performance conditions based on underlying
profitability growth during the periods.
The Black Scholes model was used to
calculate the fair value of these options, the resulting fair value
is expensed over the vesting period. The following table lists the
range of assumptions used in the model:
|
Grant 1
|
Grant 2
|
Grant 3
|
Grant 4A
|
Grant 4B
|
Grant 4C
|
Grant 5A
|
Shares
|
264,706
|
1,574,850
|
1,042,063
|
1,022,500
|
597,150
|
632,150
|
604,000
|
Share price (£)
|
1.02
|
0.84
|
0.945
|
1.575
|
1.575
|
1.575
|
1.43
|
Volatility
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
5%
|
Annual risk free rate
|
4%
|
4%
|
4%
|
4%
|
4%
|
4%
|
4%
|
Exercise strike price (£)
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
Time to maturity (yrs)
|
3
|
3
|
3
|
3
|
3
|
2
|
3
|
|
Grant 5B
|
Grant 5C
|
Grant 6A
|
Grant 6B
|
Grant 6C
|
Total
|
Shares
|
462,500
|
462,500
|
395,000
|
632,150
|
604,000
|
6,662,419
|
Share price (£)
|
1.43
|
1.43
|
1.065
|
1.065
|
1.065
|
|
Volatility
|
5%
|
5%
|
5%
|
5%
|
5%
|
|
Annual risk free rate
|
4%
|
4%
|
4%
|
4%
|
4%
|
|
Exercise strike price (£)
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
0.00125
|
|
Time to maturity (yrs)
|
3
|
2
|
3
|
3
|
2
|
|
The total expense recognised from
share based payments transactions on the Group's profit for the
year was £2.3m (2023: £2.3m).
Expected volatility was determined
at the date of grant from historic volatility, adjusted for events
that were not considered to be reflective of the volatility of the
share price going forward.
These share options vest on the
achievement of challenging growth targets. It is management's
intention that the Group will meet these challenging growth targets
therefore, based on management's expectations, the share options
are included in the calculation of underlying diluted EPS in note
23.
21.
Equity - Reserves
The foreign currency retranslation
reserve represents exchange gains and losses on retranslation of
foreign operations. Included in this is revaluation of opening
balances from prior years.
The merger reserve initially arose
on the share for share exchange reflecting the difference between
the nominal value of the share capital in Beeks Financial Cloud
Group PLC and the value of the Group being acquired, Beeks
Financial Cloud Limited. The merger reserve then increased upon
acquisition of Velocimetrics Ltd in FY 2018, reflecting the
difference between the nominal value of the share capital issued
from Beeks Financial Cloud Group PLC and the value of the shares
issued to the owners of Velocimetrics Ltd.
Share premium represents the excess
over nominal value of the fair value of consideration received for
equity shares, net of expenses of the share issue. Any transaction
costs associated with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
Retained earnings represents
retained profits and losses.
The other reserve arose on the share
for share exchange and reflects the difference between the value of
Beeks Financial Cloud Group Limited and the share capital of the
Group being acquired through the share for share exchange. Also
included in the other reserve is the fair value of the warrants
issued on the acquisition of VDIWare LLC.
22.
Related party transactions
Parent entity
Beeks Financial Cloud Group PLC is
the parent entity.
Subsidiaries
Interests in subsidiaries are set
out in note 24.
Transactions with related
parties
The following transactions occurred
with related parties:
|
2024
|
2023
|
|
£000
|
£000
|
Withdrawals from the director,
Gordon McArthur
|
10
|
53
|
During the financial year, Beeks
Financial Cloud Limited received services in the normal course of
its business and at arm's length from A&B Property and Rental
Services Scotland Limited, a company owned by Gordon McArthur.
During the year, Beeks Financial Cloud Limited paid for services of
£6,145 (2023: £17,700) to A&B Property and Rental Services
Scotland Limited and the amounts due at the year-end was £nil
(2023: £nil).
The Group recognise that the total
withdrawals from the director exceeded the limit as defined in the
Companies Act 2006 requiring shareholder approval. To rectify this,
the amounts due by the director will be repaid subsequent to the
financial year end.
Key
management personnel
Compensation paid to key management
(which comprises the executive and non-executive PLC Board members)
during the year was as follows:
|
2024
|
2023
|
|
£000
|
£000
|
Wages and salaries
|
330
|
292
|
Social security costs
|
36
|
37
|
Other pension costs
|
22
|
14
|
Other benefits in kind
|
4
|
2
|
Share based payments
|
155
|
188
|
23.
Earnings per share
|
2024
|
Restated
2023
|
|
£000
|
£000
|
Profit/(Loss) after income tax
attributable to the owners of Beeks Financial Cloud Group
PLC
|
2,193
|
(89)
|
|
|
|
|
Pence
|
Pence
|
Basic (loss)/earnings per
share
|
3.33
|
(0.14)
|
Diluted earnings/(loss) per
share
|
3.11
|
(0.13)
|
|
|
|
|
Number
|
Number
|
Weighted average number of ordinary
shares used in calculating basic earnings per share
|
65,905,797
|
65,446,755
|
Adjustments for calculation of
diluted earnings per share:
|
|
|
Dilutive impact of share
options
|
4,023,763
|
4,7366,830
|
Options over ordinary
shares
|
610,795
|
125,611
|
Weighted average number of ordinary
shares used in calculating diluted earnings per share
|
70,540,354
|
70,309,196
|
|
2024
|
Restated
2023
|
|
£000
|
£000
|
Profit / (Loss) before tax for the
year
|
1,459
|
(650)
|
Share Based payments
|
2,326
|
2,291
|
Amortisation on acquired
intangibles
|
304
|
489
|
Exceptional non-recurring
costs
|
29
|
136
|
Exchange rate losses/(gains) on
intercompany translation and unrealised currencies
|
60
|
325
|
Grant income
|
(275)
|
(267)
|
Tax effect
|
720
|
494
|
Underlying profit for the
year
|
4,623
|
2,818
|
|
|
|
Weighted average number of shares in
issue - basic
|
65,905,797
|
65,446,755
|
Weighted average number of shares in
issue - diluted
|
72,688,673
|
71,43,541
|
|
|
|
Underlying earnings per share -
basic
|
7.01
|
4.31
|
Underlying earnings per share -
diluted
|
6.36
|
3.96
|
Included in the weighted average
number of shares for the calculation of underlying diluted EPS are
share options outstanding but not exercisable. It is
management's intention that the Group will meet the challenging
growth targets therefore, based on management expectations, the
share options are included in the calculation of underlying diluted
EPS.
24.
Subsidiaries
The Consolidated financial
statements incorporate the assets, liabilities and results of the
following subsidiaries held by the company in accordance with the
accounting policy described in note 1.
The subsidiary undertakings are all
100% owned, with 100% voting rights.
Company name
|
Country of incorporation
|
Principal place of
business/registered office
|
Activity
|
Beeks Financial Cloud Co
Ltd
|
Japan
|
FARO 1F, 2-15-5, Minamiaoyama,
Minato-Ku, Tokyo, Japan.
|
Non-trading
|
Beeks FX VPS USA Inc.
|
Delaware, USA
|
874 Walker Road, Suite C, Dover,
Kent, Delaware, 19904, USA.
|
Non-trading
Year end 31st
December
|
Beeks Financial Cloud
Limited
|
Scotland
|
Riverside Building, 2 Kings Inch
Way, Renfrew, Renfrewshire, PA4 8YU
|
Cloud Computing Services
|
Velocimetrics Limited
|
England
|
Birchin Court, 230 Park Avenue 20
Birchin Lane, Suite 300 West, London, England, EC3V 9DU
|
Software Services
|
Velocimetrics Inc.
|
New York, USA
|
230 Park Avenue, 10th
Floor, New York 10169, USA.
|
Software Services
|
In accordance with S479A of the
Companies Act 2006, Velocimetrics Limited (06943398) have not
prepared audited accounts. Beeks Financial Cloud Group plc
guarantees all outstanding liabilities in this company at the year
ended 30 June 2024, until they are satisfied in full.
25.
Prior Period Adjustment
During the year, it was identified
that the ageing of current and non-current contract assets and
contract liabilities was not accurately disclosed within the prior
year consolidated statement of financial position and respective
notes. This error has been corrected within the correct ageing
profiles restated in the figures for 2023 and the total impact on
the consolidated statement of financial position is shown
below:
|
Restated
2023
|
|
£000
|
|
|
Increase in non-current
assets
|
1,891
|
Decrease in current
assets
|
(1,891)
|
Impact on total assets
|
-
|
|
|
Increase in non-current
liabilities
|
531
|
Decrease in current
liabilities
|
(531)
|
Impact on total
liabilities
|
-
|
Impact on net current
assets
|
(1,360)
|
Impact on net assets
|
-
|
The above prior year adjustment has
a net impact of £nil on net assets. There is also no resulting
impact on the consolidated statement of comprehensive income and
therefore no impact to EPS and diluted EPS.
26.
Ultimate controlling party
The Directors have assessed that
there is no ultimate controlling party