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REG - Microlise Group PLC - Interim Results

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RNS Number : 3269F  Microlise Group PLC  24 September 2024

 24 September 2024

Microlise Group plc

("Microlise", "the Group" or "the Company")

 

Interim Results for the Six Months Ended 30 June 2024

Strong performance driven by consistent strategic execution

 

Microlise Group plc (AIM: SAAS), a leading provider of transport management
software to fleet operators, announces its unaudited results for the six
months ended 30 June 2024.

 

                                                        H1 FY24  H1 FY23  Change
 Financial  Revenue                                     £39.1m   £33.9m   15.4%
            Recurring Revenue                           £26.6m   £21.9m   21.5%
            Recurring revenue as % of Group revenue     67.9%    64.5%    3.4ppts
            Gross Profit                                £25.6m   £20.5m   24.9%
            Gross Profit Margin %                       65.5%    60.5%    5.0ppts
            Operating Profit                            £0.5m    £1.3m    (61)%
            Adjusted EBITDA ((1))                       £5.2m    £4.5m    16.8%
            Adjusted EBITDA %                           13.4%    13.2%    0.2ppts
            Profit before tax                           £0.3m    £1.5m    (78.3)%
            Adjusted Profit before tax ((2))            £2.8m    £2.6m    7.8%
            Adjusted Profit before tax %                7%       8%       (1)ppts
            Basic EPS (p)                               0.00p    1.05p    (100)%
            Adjusted Basic EPS (p) ((3))                2.18p    2.02p    7.7%
            Cash and cash equivalents                   £8.9m    £14.1m   (36.4)%

 KPIs       ARR run rate ((4))                          £54.0m   £44.8m   20.6%
            Number of subscriptions ((5))               827,000  626,000  32.1%
            Long-term contract customer churn by value  0.5%     0.5%     -

 1.        Adjusted EBITDA excludes, exceptional costs in relation to
 acquisitions and restructuring costs, depreciation, amortisation, share of
 loss of associate, interest, tax and share based payments.

 2.        Adjusted Profit before taxation excludes exceptional costs in
 relation to acquisitions and restructuring costs, share based payments, loss
 of share of associate and amortisation charges as a result of business
 combinations

 3.        Adjusted Basic EPS is calculated by dividing the Adjusted
 Profit after taxation by the weighted average number of ordinary shares
 outstanding. Adjusted Profit after taxation excludes exceptional costs in
 relation to acquisitions and restructuring costs, share based payments, loss
 of share of associate and amortisation charges as a result of business
 combinations.

 4.        ARR run rate change figure and % compare the annualised
 recurring revenue figure for June 2024 with the annualised recurring revenue
 figure for June 2023.

 5.        Subscriptions change figure and % compare the subscriptions
 as at 30 June 2024 with the subscriptions as at 30 June 2023, these include
 ESS
 subscriptions.

 

Financial Highlights

·    Increase in total revenue to £39.1m (H1 2023: £33.9m) driven by
strong recurring revenue growth and the enlarged contribution from Enterprise
Software Systems ("ESS") and Vita Software acquisitions.

·   Recurring revenues increased 21.5% to £26.6m with 10.8% organic growth
following strong delivery against direct order book in H2 2023 as vehicle
availability improved.

·    ARR growth of 21%, of which 11% represented organic growth, to
£54.0m (H1 2023: 10.2%    and £44.8m) supported by strong direct customer
contract wins and extensions in the period.

·   Vehicle availability constraints in Australia have temporarily
impacted new project deployments in the region and are expected to improve by
the end of the financial year.

·    Adjusted EBITDA increased 16.8% to £5.2m (H1 2022: £4.5m). Adjusted
EBITDA margin has increased to 13.4% (FY22: 13.2%).

·    The Group's net cash at 30 June 2024 was £8.9m (30 June 2023:
£14.1m), after net cash spend of £6.4m on acquisitions during the period and
£2m on the Company's maiden dividend.

·    The Board has recommended an interim dividend of 0.57p (H1 2023: nil)
per share.

 

Strategic and Operational Highlights

·   Five-year contract renewal signed with J.C. Bamford Excavators Limited
("JCB") covering recurring SaaS software licences and hardware sales.

·    New customer acquisition particularly strong with 202 new direct
customers added during the period and strong demand for the expanding product
suite.

·    Several major, multi-year, contract wins including WooliesX, GSF Car
Parts, Foodstuffs North Island, STAF, Romac & One Stop, demonstrating
execution of international expansion and Company cross-sell and up-sell
strategies.

·    Several major multi-year renewals signed in the period including
Goldstar, DPD and M&S.

·   Completion of acquisition of ESS with a number of contract wins
secured for its Transport Management System ("TMS") product with new and
existing customers.

·    Customer retention remains very strong with churn at 0.5% (H1 2023:
0.5%).

·  Key appointment of new Chief Revenue Officer, Mike Blackburn, who
succeeds the Group's former Business Development Director.

 

Nadeem Raza, CEO of Microlise, commented: "Microlise delivered a solid
performance in the first half of 2024. Market conditions have greatly improved
following the resolution of component supply issues, and localised delays in
new vehicle rollouts are expected to resolve by year-end. Ongoing market
consolidation is also expected to benefit Microlise as our solutions are
tailored toward larger companies which now dominate the sector.

 

The positive reception to our new products, coupled with the continued
integration of our recent acquisitions and the increasing interoperability of
our solutions, has enhanced the appeal of our offering. As a result, we are
seeing improvements in our sales pipeline both in the UK and in target
geographies where our brand is becoming increasingly recognised.

 

With the appointment of a new Chief Revenue Officer, we hope to be able to
accelerate the growth of our pipeline while improving its conversion into
contracted business. The Company looks to the future with confidence and
expects to meet market forecasts for the full year."

 

For further information, please contact:

 Microlise Group plc
 Nadeem Raza, CEO                                                   C/O SEC Newgate

 Nick Wightman, CFO

 Singer Capital Markets (Nominated Adviser & Broker)
 Steve Pearce / James Moat / Sam Butcher                            Tel: 020 7496 3000

 SEC Newgate (Financial Communications)
 Bob Huxford / Molly Gretton / Harry Handyside                      Microlise@secnewgate.co.uk

 

About Microlise

Microlise Group Plc is a leading provider of transport management software to
fleet operators helping them to improve efficiency, safety, and reduce
emissions. These improvements are delivered through reduced fuel use, reduced
mileage travelled, improved driver performance, fewer accidents, elimination
of paperwork and delivery of an enhanced customer experience.

 

Established in 1982, Microlise is an award-winning business with over 400
enterprise clients. With c. 575 employees based in the UK, the Company also
has offices in France, Australia, and India, with a total global staff base of
over 775.

 

Microlise is listed on the AIM market of the London Stock Exchange (AIM: SAAS)
and qualifies for the London Stock Exchange's Green Economy Mark.

 

Chairman's Statement

On behalf of the Board, I am delighted to report that Microlise has sustained
its momentum, delivering another impressive set of results for the six-month
period ending 30 June 2024. Achieving robust performance, with continued
revenue and recurring revenue growth, despite the macroeconomic challenges
faced by our sector in recent years, is a testament to the strength of our
high-quality product offering, the effectiveness of our strategy, and the
dedication of our team.

Revenue for the period grew by 15.4%, increasing to £39.1m from £33.9m in H1
2023, driven largely by a 21.5% rise in recurring revenues (11% organic),
which reached £26.6m. This growth reflects improved vehicle availability
toward the end of FY 2023 and the acquisitions of Vita Software and Enterprise
Software Systems. Recurring revenues now account for 68% of our total
revenues, up from 65% in H1 2023. Our financial results highlight our
commitment to growth and operational efficiency.

During H1 2024, we made significant strides in the technical integration of
our recent acquisitions, with all personnel now operating within the Microlise
Group. Notably, the TMS solutions acquired through Vita Software and
Enterprise Software Systems have attracted new customers and significantly
enhanced our capacity to upsell and cross-sell products to existing customers,
increasing customer engagement and revenue potential. Additionally, the
successful integration of K-Safe, with the Flare app network securing new
contracts, has expanded Microlise's comprehensive end-to-end product suite,
from depot operations to last-mile delivery.

Our strong performance has not only been limited to the UK market but has also
extended internationally, with notable contract wins in Australia, New
Zealand, and France. We secured a 5-year, £10.6m contract with Woolworths in
Australia, along with a five-year contract with Foodstuffs South Island in New
Zealand, cementing our position in the ANZ region. Additionally, securing our
largest contract to date in France, with STAF, reinforces Microlise's growing
reputation and capabilities in international markets.

While we have seen a return to normal in terms of component availability and
new vehicle lead times in the UK, we remain vigilant to any changes that could
impact our operations or customers. Our continued investment in product
development and security measures is crucial to maintaining our competitive
edge and ensuring the resilience of our business-critical systems for our
customers.

On behalf of the Board, we extend our thanks to everyone at Microlise for
their dedication and hard work, which have been instrumental in us achieving
these results. We also thank our shareholders who have supported us throughout
the period. I am confident that Microlise is well-positioned to continue to
deliver strong growth, improved visibility, and value for shareholders.

Jon Lee, Non-Executive Chairman

 

 

 

CEO's Statement

 

Introduction

 

Microlise delivered a solid performance in H1 2024 with growth across a range
of financial metrics. The Company has benefitted from improving market
conditions, which, combined with our growing and increasingly interoperable
product suite, has led to us continuing to secure new customers while
expanding remits with existing clients across all our core markets.

 

Meanwhile, our customer churn remains extremely low, demonstrating the
importance of our solutions to our customer base and the value they place on
the calibre, industriousness, and diligence of the Microlise team. Our strong
performance has continued post period-end as our growth engine continues to
rapidly grow our sales pipeline.

 

 

Market

 

With global supply chain issues, chip shortages, and delays to the production
of vehicles now behind us in the UK, the markets in which we operate are more
robust than we've seen in recent periods. A substantial backlog of orders
remains across the logistics market, which now appears to be in a sustained
period of growth.

 

Previous supply chain issues forced many smaller companies within the
logistics market into administration, resulting in consolidation by the larger
companies. This consolidation has driven the growth of these larger companies,
which form the core of Microlise's customer base. As such, Microlise is
extremely well positioned at the heart of a rapidly expanding and
consolidating logistics market.

 

Customer Base

 

During the six months under review, the Group added 202 new direct customers
(H1 2023: 250), securing new business across all its target geographies.

 

Microlise strengthened its position in the UK market, both through new
customers and cross-sales of recently acquired and developed products, which
have been positively received by its customer base. New customer wins secured
in the period include GSF, Bensons for Beds, Slicker Recycling, and SEDA.
Significant contract wins were also secured with Light Goods Vehicle (LGV)
fleet operators, a target market into which the Group is seeking to expand.

 

Significant contract renewals with UK customers include DPD, Goldstar and
M&S, which include the upsell of additional products. The Group has
continued to experience strong demand from its existing customers for its
expanding product suite. Notably, Microlise also signed a new 10-year contract
with an existing customer for the Group's recently acquired TMS solution.

 

The Group has also entered a five-year contract renewal with JCB, which will
see Microlise continue to provide the global construction manufacturer with
its advanced Industrial Internet of Things (IIoT) platform until September
2029. This renewed collaboration builds upon a successful 14-year relationship
between the two companies.

 

Post period end the Company has continued to secure new and enlarged
contracts, as detailed in our recent announcement dated 11 September 2024.
These included 5-year contract wins with Romac Logistics, a leading
third-party logistics provider specialising in temperature-controlled
transport and warehouse; Goldstar Heathrow, a haulage and warehousing provider
for airports; and OneStop, a retail convenience business owned by Tesco.

 

Microlise's international business continues to grow at pace, securing several
significant contracts in France and ANZ. In France, the Group won its largest
contract to date in the region with STAF, a leading company in the transport
of mass distribution and agri-foods. This achievement highlights the broad
applicability of Microlise's product range to wider markets within the region
and enhances the profile of the Group within France.

 

In ANZ, the Group won a 5-year, £10.6m contract with Woolworths and a
five-year contract with FSSI, the largest grocery retailer in New Zealand's
South Island. Microlise now serves three of the four largest supermarket
chains in Australia and the two largest supermarket chains in New Zealand.
These notable contract wins have also increased awareness of Microlise in ANZ
which is driving a strong sales pipeline in the region.

 

As noted in our Trading Update, published on 30 July 2024, the roll-out of our
solutions in Australia has been delayed owing to a lack of vehicle
availability. This is a consequence of the build of a proportion of new
vehicles having only begun once the prior component supply issues had been
resolved. The situation is naturally resolving, and we expect the supply of
vehicles to have returned to normal by the end of 2024.

 

The Company has also maintained its excellent customer retention rate with
churn of just 0.5% during the six-month period, highlighting the quality and
essential nature of our product offerings to our loyal and valued customers.

 

Product Offering

 

Microlise's solutions help its fleet management customers make the most
efficient use of their assets, reducing fuel use, driving time, wear and tear
on vehicles, and accidents. During the first half of 2024, Microlise continued
to integrate its solutions to ensure common functionality and data sharing
across solutions. In addition, the Company expanded its product range to
encompass the entire delivery journey, from the warehouse directly to the
consumer's doorstep.

 

This follows the successful acquisition of K-Safe, completed during the
period, which has added some of the biggest names in consumer delivery
services to Microlise's client roster including Just Eat and Deliveroo. K-Safe
has enhanced Microlise's Driver Hazard Warning (DHW) solution to provide
awareness of two-wheeled vehicles such as cyclists, motorcyclists, and
e-scooters, even when in a driver's blind spot.

 

Microlise has also begun shipping its Proximity Beacons product, launched
shortly after the period end, to JCB, and is in a number of conversations with
other existing customers for this solution. Microlise's Proximity Beacons
offers customers a low-cost asset tracking system that creates a consolidated
view of all assets under management. The product aims to minimise the loss of
unpowered assets, such as cargo and trailers, to theft, a major issue for UK
retailers with £7.9 billion of losses reported in 2023.

 

Strategic Focus

 

We are currently focused on the following core strategic objectives:

 

Expanding Our International Presence - We have remained focused on
international expansion into key regions including New Zealand and France,
where we secured substantial new contracts during the period under review.
These successes underscore the market-leading nature of our products and have
prompted us to increase investment in our sales functions to capitalise on the
growing awareness of our business in these regions.

 

Expanding Our UK Presence - We continue to focus on domestic growth by
targeting the mid-market operators with fleets ranging between 100 to 500
vehicles.  We are still expanding our presence in the enterprise space with
several new customers.

 

Integrating Recent Acquisitions - Our recent acquisitions are being
successfully integrated with all staff now within the Microlise organisation
and technology solutions are being incorporated into the Microlise
architecture. Full integration reinforces our unique selling proposition as an
end-to-end integrated solution and will enhance our ability to upsell,
cross-sell, and attract new customers.

 

Enhancing Margins Through Improved Efficiencies - We have multiple initiatives
underway to improve the efficiency of our operations by streamlining internal
processes, which will allow us to scale the business more effectively and
reduce third party costs. While some details of these initiatives are
commercially sensitive, our goal remains clear: to increase margins.

 

Ongoing Investment in Product Development - We are committed to investing in
product development to ensure we remain at the forefront of our industry,
bringing new, innovative solutions to our platform that benefit our customers.

 

Investment into security measures for our blue-chip customer base - We have
invested in improving the robustness of our infrastructure during the period.
 In addition, we continue to invest in new security systems to protect our
customers from Ransomware attacks. These attacks have not impacted Microlise
directly but their effects on our clients could cause major disruption to
their operations. Logistics companies are relied upon to work to tight
schedules assurance and resilience of our business-critical systems are
therefore of paramount importance to our customers. Of all of our strategic
initiatives, this is responsible for the largest capital spend but the outlay
is necessary to ensure we both attract and retain our strong customer base.

 

Unifying Our Product Portfolio into a Seamlessly Integrated Suite - Our
R&D team is actively progressing with the integration of our systems
architecture across all of our products and some initial functionality has
already been released. The initiative will facilitate data sharing and
synchronisation and common functionality across all of our products. This will
make our product suite more attractive to potential customers while also
facilitating the sales of additional products to existing customers.

 

M&A - M&A is central to our strategy and we continue to assess
acquisition opportunities from a substantial and growing pipeline. Our focus
is on international business, both in new geographies and those in which we
already operate.

 

People

 

Mike Blackburn has been appointed as Microlise's new Chief Revenue Officer,
succeeding Paul Jurevicius, who retired after 15 years with the business, and
5 years as Business Development Director. With extensive experience in SaaS,
technology, and professional services, Mike will now lead the sales and
marketing teams, focusing on driving revenue generation and accelerating
growth.

 

Mike's impressive career has been marked by an ability to drive innovation and
create value with a focus on sales scale-up and transformation.  His
strategic leadership has consistently delivered sustained growth by securing
new customers and executing cross-sell and upsell strategies across diverse
markets.

 

In his new role, Mike will be responsible for overseeing all revenue-related
activities, ensuring alignment between sales and marketing teams to identify
long-term sales opportunities, while maximising profitability. His appointment
signals a new chapter of growth for Microlise as it continues to expand its
presence in the technology and transport industry.

 

We would like to extend our sincere thanks to Paul for his dedication and
contributions to the Company.

 

ESG

 

Microlise's solutions are wholly beneficial in terms of their ESG impact. By
ensuring the most efficient and safe use of vehicles, Microlise reduces
emissions, improves the safety of drivers and their fellow road users, and
extends the lifetime of assets.

 

Furthermore, Microlise is committed to meeting its own net zero goals through
the improvement of its ESG credentials. The Company continues to expand its
use of solar panels at its Nottingham HQ, with the objective of reducing the
site's annual carbon footprint by over 80 tonnes of CO2.

 

The incentive plan of Microlise's executives also includes an ESG element and
everybody at Microlise has contributed during the period toward making our net
zero goals a reality.

 

In terms of the social element of ESG, we achieved 'Great Place to Work'
accreditations in 2024, including 'Best Workplaces for Wellbeing' and 'Best
Workplaces for Women'. We also ranked 64(th) for 'Best Large Workplaces'. In
August 2024, we were recognised in India as a 'Best Workplace for
Millennials', ranking 33(rd) in Great Place to Work's top 50.

 

 

Outlook

 

Microlise delivered a solid performance in the first half of 2024. Market
conditions have greatly improved following the resolution of component supply
issues, and localised delays in new vehicle rollouts are expected to resolve
by year-end. Ongoing market consolidation is also expected to benefit
Microlise, as our solutions are tailored toward larger companies, which now
dominate the sector.

 

The positive reception to our new products, coupled with the continued
integration of our recent acquisitions and the increasing interoperability of
our solutions, has enhanced the appeal of our offering. As a result, we are
seeing improvements in our sales pipeline both in the UK and in target
geographies where our brand is becoming increasingly recognised.

 

With the appointment of a new Chief Revenue Officer, we hope to be able to
accelerate the growth of our pipeline while improving its conversion into
contracted business. The Company looks to the future with confidence and
expects to meet market forecasts for the full year.

 

 

Nadeem Raza, Chief Executive Officer

 

CFO's Statement

The unaudited financial results for the six-month period to 30 June 2024
reflect another period of profitable growth for Microlise.

Key Performance Indicators

The following key performance indicators for the 6-month period to 30 June
2024 include a comparison to the unaudited statutory results for the 6-months
to 30 June 2023.

                                                                                                                                                                                           H1 FY24                                                       H1 FY23                                                       Change
                                                               Financial                                                     Revenue                                                       £39.1m                                                        £33.9m                                                        15.4%
                                                                                                                             Recurring Revenue                                             £26.6m                                                        £21.9m                                                        21.5%
                                                                                                                             Recurring revenue as % of Group revenue                       67.9%                                                         64.5%                                                         3.4ppts
                                                                                                                             Gross Profit                                                  £25.6m                                                        £20.5m                                                        24.9%
                                                                                                                             Gross Profit Margin %                                         65.5%                                                         60.5%                                                         5.0ppts
                                                                                                                             Operating Profit                                              £0.5m                                                         £1.3m                                                         (61)%
                                                                                                                             Adjusted EBITDA ((1))                                         £5.2m                                                         £4.5m                                                         16.8%
                                                                                                                             Adjusted EBITDA %                                             13.4%                                                         13.2%                                                         0.2ppts
                                                                                                                             Profit before tax                                             £0.3m                                                         £1.5m                                                         (78.3)%
                                                                                                                             Adjusted Profit before tax ((2))                              £2.8m                                                         £2.6m                                                         7.8%
                                                                                                                             Adjusted Profit before tax %                                  7%                                                            8%                                                            (1)ppts
                                                                                                                             Basic EPS (p)                                                 0.00p                                                         1.05p                                                         (100)%
                                                                                                                             Adjusted Basic EPS (p) ((3))                                  2.18p                                                         2.02p                                                         7.7%
                                                                                                                             Cash and cash equivalents                                     £8.9m                                                         £14.1m                                                        (36.4)%

                                                               KPIs                                                          ARR run rate ((4))                                            £54.0m                                                        £44.8m                                                        20.6%
                                                                                                                             Number of subscriptions ((5))                                 827,000                                                       626,000                                                       32.1%
                                                                                                                             Long-term contract customer churn by value                    0.5%                                                          0.5%                                                          -

 1.        Adjusted EBITDA excludes, exceptional costs in relation to
 acquisitions and restructuring costs, depreciation, amortisation, share of
 loss of associate, interest, tax and share based payments.

 2.        Adjusted Profit before taxation excludes exceptional costs in
 relation to acquisitions and restructuring costs, share based payments, loss
 of share of associate and amortisation charges as a result of business
 combinations

 3.        Adjusted Basic EPS is calculated by dividing the Adjusted
 Profit after taxation by the weighted average number of ordinary shares
 outstanding. Adjusted Profit after taxation excludes exceptional costs in
 relation to acquisitions and restructuring costs, share based payments, loss
 of share of associate and amortisation charges as a result of business
 combinations.

 4.        ARR run rate change figure and % compare the annualised
 recurring revenue figure for June 2024 with the annualised recurring revenue
 figure for June 2023.

 5.        Subscriptions change figure and % compare the subscriptions
 as at 30 June 2024 with the subscriptions as at 30 June 2023, these include
 ESS
 subscriptions.

 

Revenue

 KPIs for the six months ended 30 June 2024(6)                      H1 FY24  H1 FY23  Change
                          Group revenue                             39.1     33.9     15.4%
                          Organic Group revenue growth              7.8%     10.2%    21.5%

                          Recurring revenue                         26.6     21.9
                          Organic recurring revenue growth          10.8%    9.8%     3.4%

                          Recurring revenue as % of Group revenue   67.9%    64.5%
                          Annual recurring revenue (ARR)            54.0     44.8     20.6%
                          Non-recurring revenue                     12.6     12.0     4.4%
                          Installation                              2.1      1.3      55.9%
                          Hardware                                  8.5      9.5      (10.7)%
                          Professional services                     2.0      1.2      64.0%

 

The results for first half of the year, include a full six-month contribution
from the Vita acquisition, completed in March 2023, compared to three months
in the previous half year and a five-and-a-half-month contribution from the
acquisition of ESS, completed on 10 January 2024.

Revenue grew by 15.4% to £39.1m (H1 2023: £33.9m), driven by strong
growth in recurring revenues which have grown 21.5% to £26.6m (H1
2023: £21.9m). Delivery increased towards the end of the prior year as the
Group was able to deliver on its strong direct customer order book as new
vehicle availability improved driving 11% organic recurring revenue growth.
Recurring revenues contributed 67.9% to overall revenue (H1 2023: 64.5%).

ARR increased 20.6% (11% organic) to £54.0m (H1 2023: £44.8m) with
further contributions from key contract wins such as GSF, Foodstuffs North
Island, STAF and Woolworths expected to positively impact as delivery
continues in H2.

Non-recurring revenues increased by 4.4% (1.9% organic) to £12.6m (H1 2023:
£12.0m). Hardware revenue decreased by 10.7% to £8.5m (H1 2023: £9.5m)
following an anticipated reduction in hardware shipments to OEMs((1)) in the
half because of higher stock holding in H2 2023. This has not impacted the
quantity of new OEM software subscriptions which has increased slightly vs H1
2023 and OEM orderbooks for H2 are in line with budget for the full financial
year.

 

Professional services and installation revenues have increased by 64% to
£2.0m (H1 2023: £1.2m) and 56% to 2.1m (H1 2023: £1.3m) respectively,
driven by implementation and integration support for both projects with direct
and OEM customers.

 

Gross Profit

Gross profit for the 6 months ended 30 June 2024 increased by 24.9% to £25.6m
(H1 2023 £20.5m), of which 14.3% is organic (H1: 2023 11.8%). Gross margin
increased from 61% to 65% of revenue reflecting the strong recurring revenue
performance and gross margin improvements in both recurring and non-recurring
revenues. Non-recurring revenue margin increased by c.9.0% driven primarily by
strong performance from increased revenues from direct customers. Recurring
revenue gross margin also saw a c.1.0% increase as a result of increased
subscription revenues coupled with effective cost management and efficiency
programmes offset by proportionately higher hosting costs at ESS (which
presents further opportunity to drive cost savings).

 

Administrative Expenses

Administrative expenses before exceptional administrative charges,
amortisation and depreciation, and share based payment charges, in the 6-month
period ended 30 June 2024 increased 26% to £20.9m (H1 2023: £16.6m)
reflecting the increased contribution of Vita and ESS. Like for like admin
expenses increased 15% (H1 2023: 15%).

Staff costs in the 6 months ended 30 June 2024 increased 24% to £17.5m (H1
2023: £14.2m) which includes the impact of the acquisitions of ESS and
K-Safe, as well as a 12% like-for-like increase in staff costs (H1 2023: 14%)
due to performance related bonuses and increased sales commissions reflecting
the increased new customer win rate and investment into our key strategic
objectives. Average headcount in the period was 789 overall (H1 2023: 703),
with 40 of this increase attributable to the acquisitions.

Marketing costs in the 6 months ended 30 June 2024 increased 74% to £1m (H1
2023: £0.6m) as the Group has continued to focus on growth with spend
targeted on lead generation activities in all territories and all industries.

Administration costs in the 6 months ended 30 June 2024 increased 35% to
£1.9m (H1 2023: £1.4m) partly reflecting the increased investment in IT
infrastructure for both customer facing systems and internal business systems.
The increase included higher Microsoft licencing costs as well as an increase
in licensing costs to further enhance the Group's security posture.

 

Capitalised development costs in the period were £1.4m (H1 2023: £1.3m),
reflecting the continued investment into the product portfolio, whilst
amortisation of capitalised development costs in the period ended 30 June 2024
was £0.8m (H1 2023: £0.5m).

Adjusted EBITDA((2))

The growth in revenue and gross margin has enabled the Group to deliver an
adjusted EBITDA in the 6 months ended 30 June 2024 of £5.2m (H1 2023
£4.5m), an increase of 17%. Adjusted EBITDA margin for the period is 13.4%
(H1 2023: 13.2%). To provide a guide to the underlying business performance,
adjusted EBITDA excludes exceptional administrative costs, depreciation,
amortisation, interest, tax and share based payments.

The Group is executing on several additional efficiency initiatives which will
start to contribute positively to margin in FY25. These include the
simplification of direct customer hardware solutions as well as the
rationalisation of technical infrastructure to reduce 3(rd) party supplier and
licensing spend.

Depreciation and amortisation increased to £2.5m (H1 2023: £1.8m) following
increased investment in both intangible assets and plant, property and
equipment in FY2023.

Adjusted Profit Before Tax((3))

Adjusted profit before taxation for the 6 months ended 30 June 2024 increased
8% to £2.8m (H1 2023: £2.6m). The adjusted profit before taxation
excludes exceptional costs in relation to acquisitions and restructuring,
share of loss of associate and share based payments and amortisation charges
as a result of business combinations. Reported profit before taxation in the
period decreased 74% to £0.3m (H1 2023: £1.5m).

Amortisation charges as a result of business combinations increased to £1.4m
(H1 2023: £1.1m) following the recent acquisitions.

 

Exceptional Costs

During the period, the Group incurred a number of one-off charges relating to
acquisition fees and subsequent restructuring and integration activities.
 The total of these charges in the period ended 30 June 2024 was £0.3m (H1
2023: £0m).

Taxation

The tax charge in the 6 months ended 30 June 2024 was £0.3m (H1 2023:
£0.3m). The effective tax rate for the 6 months ended 30 June 2024 increased
to 79% (H1 FY23 20%). This is largely driven by the impact of the share of
loss of associate net of tax of £0.3m (H1 FY23 £0.2m profit) which is not a
deductible expense.

The effective tax rate against profit before taxation excluding associates is
48% (H1 FY23 23%) which is higher than the main rate of corporation tax of 25%
(H1 2023: 19%/25%). The principal factor driving this increase is the deferred
tax charges that relate to the reassessment of the likelihood of future
deductions from the exercise of share options. The cessation of the
super-deduction capital allowance scheme on 31 March 2023 and the increase in
the corporation tax rate have also contributed to the increase upon comparison
with the prior year.

Adjusted Profit after Tax and EPS((4))

Adjusted profit after tax increased 8% to £2.5m (H1 2023: £2.3m). As a
result, adjusted basic earnings per share for the 6 month period ended 30 June
2024 increased to 2.18p (H1 2023: 2.02p) and adjusted diluted earnings per
share was 2.16p for share for the 6 month period ended 30 June 2024 (H1 2023:
2.02p).

Reported profit after taxation in the period of £0.0m (H1 2023: £1.2m). As a
result, the reported basic earnings per share for the 6 month period ended 30
June 2024 was 0.003p (H1 2023: 1.05p) and diluted earnings per share was
0.003p for share for the 6 month period ended 30 June 2024 (H1 2023: 1.05p).

Dividend

The Group announced the introduction of its maiden full year dividend of 1.72
pence per share that was paid on 28 June 2024 to shareholders on the register
at close of business on 7 June 2024.

The Board has recommended an interim dividend of 0.57p (H1 2023: nil) per
share, £0.7m in aggregate, in line with the Group's progressive dividend
policy which was implemented at the FY23 annual results. The interim dividend
will be paid on 7 November 2024 to shareholders on the register on 11 October
2024. The ex-dividend date is therefore 10 October 2024.

Group Statement of Financial Position

The Group had net assets of £74.2m at 30 June 2024 (H1 2023: £74.9m).
Intangible assets increased by £8.4m reflecting the £11.4m of acquired
assets and goodwill resulting from the acquisition of ESS, capitalised
development costs less amortisation charges.

Adjusted Cashflow((5)) & Net Cash

Adjusted cash flows generated from operations ((6)) remains healthy at
£3.8m in the period (H1 2023: £3.6m), this represents a cash conversion
rate((4)) of 72% (H1 2023: 80%). Reported cash flows generated from
operations in the period was £3.3m (H1 2023: £3.5m). Following net
acquisition consideration of £6.2m ESS, £0.2m deferred consideration payment
relating to the Vita acquisition and the £2m dividend payment, the Group
ended the 6-month period to 30 June 2024 with cash and cash equivalents of
£8.9m (H1 2023: £14.1m).

 Banking Facility

The Group renewed its facility with HSBC with an agreed £10m committed
revolving cash flow facility and a £20m accordion. The Group has not utilised
any of this facility to date and remains comfortably within its banking
covenants. The Group's gross cash of £8.9m (H1 2023: £14.1m) and the undrawn
£10.0m facility gives the Group £18.9m of liquidity, which the Directors
believe provides ample headroom for Microlise to deliver against its strategic
goals.

 

Additional Notes

1.     OEM is an abbreviation for Original Equipment Manufacturers

2.     Adjusted EBITDA excludes exceptional costs in relation to
acquisitions and restructuring costs, depreciation, amortisation, share of
profit or loss of associate, interest, tax and share based payments.

3.     Adjusted Profit before tax excludes exceptional costs in relation
to acquisitions and restructuring costs, share of profit or loss of associate
and amortisation charges as a result of business combinations

4.     Adjusted Profit after tax excludes exceptional costs in relation to
acquisitions and restructuring costs, share of profit or loss of associate
and amortisation charges as a result of business combinations. Adjusted EPS is
calculated by dividing the Adjusted Profit after tax by the weighted average
number of ordinary shares outstanding as reported in note 4 of the financial
statements

5.     Adjusted cash flow generated from operations adds back exceptional
costs in relation to integration and restructuring costs

6.     Cash conversion is calculated by dividing adjusted cash flow
generated from operations by adjusted EBITDA.

 

Nick Wightman, Chief Financial Officer

 

 

Interim unaudited Consolidated Statement of Comprehensive Income

for the six months ended 30 June 2024

 

                                                                              Six months ended    Six months ended

30 June
30 June
                                                                             2024                2023
                                                                       Note  £'000               £'000
 Revenue                                                               1     39,118              33,887
 Cost of sales                                                               (13,503)            (13,374)
 Gross profit                                                                25,615              20,513
 Other operating income                                                      547                 541
 Administrative expenses                                                     (25,650)            (19,728)
 Operating profit                                                            512                 1,326

 Interest income                                                             225                 151
 Interest expense                                                            (147)               (160)
 Share of (loss)/profit of associate net of tax                              (260)               204
                                                                             330                 1,521

 Profit before tax

 Taxation                                                              3     (326)               (299)

 Profit for the period                                                       4                   1,222

 Other comprehensive income/(expense) for the period
 Currency translation differences                                            8                   (64)

 Total comprehensive income for the period attributable to the equity        12                  1,158
 shareholders of Microlise Group PLC

 Earnings per share
 Basic earnings per share (pence)                                      4     0.003               1.05
 Diluted earnings per share (pence)                                    4     0.003               1.05

 

Interim unaudited consolidated Statement of Changes in Equity

 

                                                           Share Capital  Share Premium  Retained earnings  Total Equity
                                                           £'000          £'000          £'000              £'000
 At 1 January 2023                                         116            17,630         55,722             73,468

 Comprehensive income for the period to 30 June 2023
 Profit for the period                                     -              -              1,222              1,222
 Other comprehensive expenses                              -              -              (64)               (64)
 Total comprehensive income for the period                 -              -              1,158              1,158

 Share based payment                                       -              -              245                245
 Total transactions with owners                            -              -              245                245
                                                           116            17,630         57,125             74,871

 At 30 June 2023

 Comprehensive income for the period to 31 December 2023
 Profit for the period                                     -              -              354                354
 Other comprehensive expenses                              -              -              (38)               (38)
 Total comprehensive income for the period                 -              -              316                316
 Share based payment                                       -              -              486                486
 Total transactions with owners                            -              -              486                486

 At 31 December 2023                                       116            17,630         57,927             75,673

 Profit for the period                                     -              -              4                  4
 Other comprehensive income                                -              -              8                  8
 Total comprehensive income for the period                 -              -              12                 12
 Share based payment                                       -              -              520                520
 Dividends paid                                            -              -              (2,000)            (2,000)
 Total transactions with owners                            -              -              (1,480)            (1,480)

 At 30 June 2024                                           116            17,630         56,459             74,205

Interim unaudited Consolidated Statement of Financial Position

as at 30 June 2024

 

                                 Note   30 June   31 December  30 June
                                        2024      2023         2023
                                        £'000     £'000        £'000
 Assets
 Non-current assets
 Property, plant and equipment          9,425     8,947        9,414
 Intangible assets              5       84,986    76,228       76,595
 Investments in associate               1,333     1,593        1,572
 Loan to associate              7       1,000     -            1,000
 Trade and other receivables            3,407     2,841        2,976
 Total non-current assets               100,151   89,609       91,557
 Current assets
 Inventories                            3,842     3,348        3,335
 Loan to associate                      -         1,000        -
 Trade and other receivables            18,244    18,757       22,714
 Corporation tax recoverable            1,907     1,665        1,437
 Cash and cash equivalents              8,946     16,800       14,063
 Total current assets                   32.939    41,570       41,549
 Current liabilities
 Lease liabilities                      (895)     (907)        (1,056)
 Trade and other payables               (35,289)  (32,630)     (34,372)
 Total current liabilities              (36,184)  (33,537)     (35,428)
 Non current liabilities
 Lease liabilities                      (704)     (646)        (718)
 Trade and other payables               (15,140)  (15,701)     (16,830)
 Deferred tax                           (6,857)   (5,622)      (5,259)
 Total non current liabilities          (22,701)  (21,969)     (22,807)
 Total liabilities                      (58,885)  (55,506)     (58,235)
 Net assets                             74,205    75,673       74,871
 Equity
 Issued share capital                   116       116          116
 Share premium account                  17,630    17,630       17,630
 Retained earnings                      56,459    57,927       57,125
 Total equity                           74,205    75,673       74,871

 

Interim unaudited Consolidated Statement of Cash Flows

for the period ended 30 June 2024

 

 

                                                                                Six months ended    Six months ended
                                                                                30 June            30 June
                                                                         Note   2024               2023
                                                                                £'000              £'000
 Cash flows from operating activities
 Cash generated from operations                                          A      3,451              3,571
 Tax paid                                                                       (138)              (38)
 Net cash generated from operating activities                                   3,313              3,533

 Cash flows from investing activities
 Purchase of property, plant and equipment                                      (840)              (1,593)
 Proceeds on disposal of property, plant and equipment                          -                  53
 Additions to intangible assets                                                 (1,430)            (1,262)
 Purchase of subsidiaries (TruTac Limited deferred consideration paid)          -                  (1,000)
 Purchase of subsidiaries (Vita Software Limited)                               (200)              (1,803)
 Purchase of subsidiaries (Enterprise Software Systems Limited)                 (6,212)            -
 Interest received                                                              225                151
 Net cash used in investing activities                                          (8,457)            (5,454)

 Cash flows from financing activities
 Dividends paid                                                                 (2,000)            -
 Interest paid                                                                  (147)              (155)
 Lease liability payments                                                       (565)              (535)
 Net cash used in financing activities                                          (2,712)            (690)

 Net (decrease in cash and cash equivalents                                     (7,856)            (2,611)
 Cash and cash equivalents at beginning of the year                             16,800             16,683
 Foreign exchange (losses)/gains                                                2                  (9)
 Cash and cash equivalents at end of the year                            B      8,946              14,063

Notes to the interim unaudited consolidated statement of cash flows

for the period ended 30 June 2024

 

A. Cash generated from operations

The reconciliation of profit for the period to cash generated from operations
is set out below:

 

                                                  Six months ended   Six months ended

30 June
30 June
                                                  2024              2023
                                                  £'000             £'000
 Profit for the period

                                                  4                 1,222
 Adjustments for:
 Depreciation                                     1,580             1,223
 Amortisation                                     877               601
 Amortisation - business combination assets       1,404             1,080
 Profit on disposal of tangible fixed assets      -                 (18)
 Share based payments                             520               245
 Net interest costs                               (78)              9
 Share of loss/(profit) of associate              260               (204)
 Tax charge                                       326               299
                                                  4,893             4,457
 Working capital movements:
 Increase in inventories                          (494)             (700)
 Increase in trade and other receivables          (2,754)           (6,013)
 Increase in trade and other payables             1,806             5,827
 Cash generated from operations                   3,451             3,571

 

B. Analysis of net cash

 

                                                At 1 January 2023  Cash flow  Non-cash changes  At

30 June
                                                                                                2023
                                                £'000              £'000      £'000             £'000
 Lease liabilities                              (1,747)            535        (562)             (1,774)
 Liabilities arising from financing activities  (1,747)            535        (562)             (1,774)

 Cash and cash equivalents                      16,683             (2,611)    (9)               14,063
 Net cash                                       14,936             (2,076)    (571)             12,289

 

 

                                                At 1 January  Cash flow  Non-cash changes  At

30 June
                                                2024                                       2024
                                                £'000         £'000      £'000             £'000
 Lease liabilities                              (1,553)       565        (611)             (1,599)
 Liabilities arising from financing activities  (1,553)       565        (611)             (1,599)

 Cash and cash equivalents                      16,800        (7,856)    2                 8,946
 Net cash                                       15,247        (7,291)    (609)             7,347

 

Notes to the interim unaudited financial information

 

General information
 
The parent company is a holding company, and its subsidiaries are businesses
that provide technological transport and fleet management solutions. Its
technology is designed to help businesses improve efficiency, reduce
emissions, lower costs, and increase safety on the road. The company is a
public limited company listed on AIM, limited by shares, incorporated and
domiciled in England. The address of the registered office is Farrington Way,
Eastwood, Nottingham, NG16 3AG.

Basis of preparation

This interim announcement and condensed consolidated interim financial
information have been prepared in accordance with the recognition and
measurement requirements of UK adopted International Accounting Standards as
effective for periods beginning on or after 1 January 2024 ('IFRS').

In preparing these interim financial statements, the Board have considered the
impact of any new standards or interpretations which will become applicable
for the next Annual Report and Accounts which deal with the year ending 31
December 2024 and there are not expected to be any changes in the Group's
accounting policies compared to those applied at 31 December 2023, a full
description of which are contained in the financial statements for the year
ended 31 December 2023 which are available on our website.

There are no new standards, interpretations or amendments in issue which are
not yet effective in these financial statements and expected to have a
material effect on the Group's future financial statements.

The principal accounting policies used in preparing the interim results are
those the Group expects to apply in its financial statements for the year
ending 31 December 2024.

The financial information does not contain all the information that is
required to be disclosed in a full set of IFRS financial statements. The
financial information for the periods ended 30 June 2024 and 30 June 2023 is
unaudited and does not constitute the Group's statutory financial statements
for the period.

The statutory audited financial statements for the year ended 31 December 2023
have been filed at Companies House. The auditor's report on those financial
statements was unqualified, did not include references to any matters to which
the auditor drew attention by way of emphasis without qualifying its report
and did not contain a statement under section 498(2)-(3) of the Companies Act
2006.

The interim financial information has been prepared under the historical cost
convention unless otherwise specified within these accounting policies. The
financial information and the notes to the financial information are presented
in thousands of pounds sterling ('£'000'), the functional and presentation
currency of the Group, except where otherwise indicated.

 

The policies have been consistently applied to all periods presented, unless
otherwise stated.

 

Exceptional items

 

Exceptional items are significant items of income or expense which, because of
their size, nature and infrequency of the events giving rise to them, merit
separate presentation to provide further understanding of the underlying
financial performance of the Group during the period.

 

Going concern

 

The Group had cash balances of £8.9m as at 30 June 2024 and an undrawn
committed revolving cash flow facility of £10 million and a £20m accordion
facility available until April 2027. The facility may be used for general
corporate and working capital purposes and for permitted acquisitions.

The Group has prepared forecasts for the period to 31 December 2025 and a
range of sensitivities have been run on the working capital model. The
directors consider a scenario in which the business will face liquidity issues
or breach covenant conditions in respect of facilities is remote. As part of
the sensitivity analysis the directors have considered the impact of a
reduction in turnover from their principal customer and the impact on working
capital and are satisfied that in such a scenario the Group has sufficient
liquid resources to restructure and continue as a going concern servicing the
remaining customer base.

 

In view of the funds and facilities available to the Group the directors
consider that there is significant cash headroom in the forecasts and the
going concern basis of preparation is therefore appropriate.

 

1.   Segmental information

 

Recurring revenue represents the sale of the Group's full vehicle telematics
solutions, support and maintenance. Non-recurring revenue represents the sale
of hardware, installation and professional services.

 

Revenue in respect of the setup, supply of hardware and software installation
is recognised at a point in time. Professional services including project
management, managed services and support services income is recognised over
the period when services are provided.

 

                                                         Six months ended      Six months ended

30 June 2024
30 June 2023
                                                         £'000             £'000
 By type
 Revenue recognised at a point in time:
 Supply of hardware and installation                     10,472            10,811

 Revenue recognised over time:
 Professional services including project management      2,007             1,221
 Managed service agreement income                        23,883            20,185
 Other support and maintenance services                  2,756             1,670
                                                         28,646            23,076
                                                         39,118            33,887
 By destination:
 UK                                                      36,246            30,661
 Rest of Europe                                          887               472
 Rest of the World                                       1,985             2,754
 Total revenue                                           39,118            33,887

 

One customer contributed £11.9m and 30% of revenue to the six months ended 30
June 2024 (£12.2m and 36% to the six months ended 30 June 2023).

 

Due to the nature of revenue, there is not considered to be seasonality in
relation to the reported results.

The directors previously considered the Group to comprise two complementary
segments in respect of fleet management services (Microlise) and tachograph
specific software and analysis services (TruTac). Further acquisitions have
since been made, broadening the range of fleet management and compliance
services. All acquired businesses have now been transferred and integrated
within Microlise Limited including TruTac Limited for which the trade, assets
and liabilities were transferred to Microlise Limited on 31 December 2023. The
board no longer reviews the results of a distinct TruTac segment and views
operations as one business with a focus on areas within this including
geographical expansion and selling complementary services to the existing
customer base.

 

2.   Alternative performance measures

 

 

In reporting financial information, the Group presents alternative performance
measures (APMs), which are not defined or specified under the requirements of
IFRS. The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide depth and understanding
to the users of the financial statements to allow for further assessment of
the underlying performance of the Group. The Group's primary results measure,
which is considered by the directors of the Group to represent the underlying
and continuing performance of the Group, is adjusted EBITDA as set out below.
EBITDA is a commonly used measure in which earnings are stated before net
finance income, tax, amortisation and depreciation as a proxy for cash
generated from trading.

The group qualifies for large company R&D tax reliefs with the RDEC credit
included in other operating income above operating profit and in line with
common practice is included in the Group's calculation of EBITDA.

 

                                                                                      Six months ended      Six months ended

30 June 2024
30 June 2023
                                                                                      £'000             £'000
 Operating profit before share of associate                                           512               1,326

 Share based payment                                                                  520               245
 Amortisation of intangible assets that arose from business combinations              1,404             1,080
 Depreciation                                                                         1,580             1,223
 Amortisation of other intangible assets                                              877               601
 Post acquisition restructuring and integration expenses                              335               -
 Adjusted EBITDA                                                                      5,228             4,475

 

 

3.   Tax on profit

                                                         Six months ended      Six months ended

30 June 2024
30 June 2023
                                                         £'000             £'000
 Current taxation
 UK corporation tax                                      (30)              -
 Current period overseas tax                             (85)              (62)
 Adjustments in respect of prior periods                 (48)              1
                                                         (163)             (61)
 Deferred taxation
 Origination and reversal of timing differences          (212)             (238)
 Adjustments in respect of prior periods                 49                -
                                                         (163)             (238)
 Tax charge on profit                                    (326)             (299)

 

The Finance Act 2021 enacted a UK corporation tax rate of 25% applying to
taxable profits from April 2023 (19% applicable until March 2023). This has
accordingly been applied at 30 June 2023 and 2024 to deferred tax balances.

 

3.    Tax on profit (continued)

 

Factors affecting the tax for the period

 

The tax charge on the profit for the period differs from applying the average
standard rate of corporation tax in the UK of 25% (2023: 22%).  The
differences are reconciled below:

 

                                                                Six months ended      Six months ended

30 June 2024
30 June 2023
                                                                £'000             £'000
 Profit before taxation                                         330               1,521

 Corporation tax at standard rate                               83                335
 Factors affecting charge for the period:
 Disallowable expenses                                          233               58
 Additional capital super deductions                            -                 (100)
 Other differences including higher overseas tax rates          10                6
 Tax charge on profit                                           326               299

 

In addition, RDEC credits of £354,000 are included in other operating income
for the period ended 30 June 2024 (2023: £255,000).

 

 

 

4.    Earnings per share

 

                                                      Six months ended      Six months ended

30 June 2024
30 June 2023

 Profit used in calculating EPS (£'000)               4                 1,222
 Weighted average number of shares for basic EPS      115,945,956       115,945,956
 Weighted average number of shares for diluted EPS    116,927,513       116,063,069
 Basic earnings per share (pence)                     0.003             1.05
 Diluted earnings per share (pence)                   0.003             1.05

 

There were 5,091,622 unexercised share options in place at 30 June 2024 (2023:
2,709,522) of which 981,557 (2023: 141,509) were potentially dilutive in the
period at their nominal exercise price and are included in the weighted
average for diluted EPS.

 

3.   Intangible fixed assets

 

                             Goodwill  Customer relationships  Brands  Technology                Total business combination assets  Developed technology products  Software  Overall total

                                                                       - business combinations

                             £'000     £'000                   £'000   £'000                     £'000                              £'000                          £'000     £'000

 Cost
 At 1 January 2023           52,778    17,780                  2,711   6,422                     79,691                             4,731                          1,091     85,513
 Additions                   -         -                       -       -                         -                                  1,262                          -         1,262
 Acquisition                 1,513     406                     -       283                       2,202                              -                              -         2,202
 Reclassification            -         -                       -       -                         -                                  -                              (246)     (246)
 At 30 June 2023             54,291    18,186                  2,711   6,705                     81,893                             5,993                          845       88,731

 Amortisation
 At 1 January 2023           -         4,652                   756     3,099                     8,507                              1,664                          311       10,482
 Charge for the period       -         587                     90      403                       1,080                              530                            71        1,681
 Reclassification            -         -                       -       -                         -                                  -                              (27)      (27)
 At 30 June 2023             -         5,239                   846     3,502                     9,587                              2,194                          355       12,136

 Net book value
 At 30 June 2023             54,291    12,947                  1,865   3,203                     72,306                             3,799                          490       76,595

 Cost
 At 1 January 2024           54,291    18,186                  2,711   6,868                     82,056                             7,254                          864       90,174
 Additions                   -         -                       -       -                         -                                  1,356                          74        1,430
 Acquisition (note 6)        5,901     1,837                   319     1,552                     9,609                              -                              -         9,609
 At 30 June 2024             60,192    20,023                  3,030   8,420                     91,665                             8,610                          938       101,213

 Amortisation
 At 1 January 2024           -         5,837                   937     3,917                     10,691                             2,816                          439       13,946
 Charge for the period       -         685                     141     578                       1,404                              802                            75        2,281
 At 30 June 2024             -         6,522                   1,078   4,495                     12,095                             3,618                          514       16,227

 Net book value
 At 30 June 2024             60,192    13,501                  1,952   3,925                     79,570                             4,992                          424       84,986

 

Intangible assets have arisen principally on acquisition with a continuing
investment in technology and software.

5.    Acquisition of subsidiaries

 

 

On 10 January 2024, the company acquired all of the ordinary share capital of
Enterprise Software Systems Limited, a leading provider of transport
management system solutions to customers in the logistics and retail sectors
that are complementary to the existing Group services.

 

The acquisition had the following provisional effect on the Group's assets and
liabilities.

 

 

                                                              Book value  Fair value adjustments  Fair value

                                                              £'000       £'000                   £'000

 Intangible assets - customer, tradename, technology                                              3,708

                                                              -           3,708
 Property, plant and equipment                                1,107       -                       1,107
 Cash and cash equivalents                                    4,373       -                       4,373
 Receivables                                                  1,032       -                       1,032
 Payables                                                     (3,043)     -                       (3,043)
 Lease liabilities                                            (500)       -                       (500)
 Corporation tax                                              (68)        -                       (68)
 Deferred tax                                                 (147)       (927)                   (1,074)
                                                                                                  5,535
 Goodwill                                                                                         5,901
 Consideration payable                                                                            11,436

 

 

The cash outflow, net of cash acquired, at the date of acquisition was
£6,213,000 with £850,000 of deferred consideration payable in January 2025.
The deferred consideration has not been discounted on the basis of
materiality.

 

The intangible fixed assets acquired are in relation to the brand, technology
and customer relationships. The brand acquired is valued at £319,000 on a
relief from royalty method and with a deemed useful life of 3 years technology
acquired is valued at £1,552,000, valued on a cost savings method with a
deemed useful life of 5 years. Customer relationships have been valued at
£1,837,000 using a multi-period excess earnings method approach, with a
useful life of 10 years assumed in line with the existing trends.

 

The trade and assets of Enterprise Software Systems Limited transferred to
Microlise Limited on 31 May 2024.

 

 

 

6.    Transactions with associate

 

 

The group holds 20% of the shares in Trakm8 Holdings plc. The £1,000,000
convertible loan advanced to this company in a prior period was originally due
for repayment in September 2024 or convertible into a fixed number of shares.
In April 2024, the repayment date was extended to September 2025 with interest
earned increasing from 12% to 18% and with a revised conversion option at 8.1
pence per share. It is considered that the fair value of the loan continues to
be approximately £1,000,000 and the convertible element has no separate
material equity value.

 

 

 

 

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.   END  IR BIGDCUBDDGSX

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