14 March 2024
Alfa Financial Software Holdings
PLC
Full Year Report for the year ended 31
December 2023
Strong subscription growth driving
revenue and TCV
Alfa Financial Software Holdings PLC ("Alfa" or
the "Company"), a leading developer of software for the asset
finance industry, today publishes its audited results for the
twelve months ended 31 December 2023 ("the period").
Financial
summary
|
|
|
|
Results
|
Years ended 31
December
|
Movement
|
£m, unless
otherwise stated
|
2023
|
2022
|
%
|
Revenue
|
102.0
|
93.3
|
9%
|
Operating profit
|
30.1
|
29.6
|
2%
|
Profit before tax
|
29.6
|
28.9
|
2%
|
Earnings per share - basic (p)
|
7.99
|
8.24
|
(3)%
|
Earnings per share - diluted (p)
|
7.90
|
8.09
|
(2)%
|
Special dividend declared per share
(pence)
|
2.0
|
1.5
|
33%
|
Proposed ordinary dividend (p)
|
1.3
|
1.2
|
8%
|
|
£m
|
2023
|
2022
|
Movement %
|
Cash
|
21.8
|
18.7
|
17%
|
Special dividends paid in the year
(p)
|
5.5
|
6.5
|
(15)%
|
Key measures
(1)
|
2023
|
2022
|
Movement
|
£m, unless
otherwise stated
|
|
|
%
|
Revenue - constant currency
|
102.0
|
93.3
|
9%
|
Cash generated from operations
|
39.2
|
34.0
|
15%
|
Operating free cash flow conversion
(%)
|
115%
|
102%
|
13%
|
Total Contract Value (TCV)
|
165.3
|
142.9
|
16%
|
(1) See definitions section for further
information regarding calculation of measures not defined by
IFRS.
Financial
highlights:
· Revenue up 9%
versus 2022, driven by subscription revenues up 16%
· Operating profit
up 2% on 2022 as we invested in the platform to deliver the
pipeline
· Record TCV of
£165.3m up 16% (2022: £142.9m)
· Very strong cash
generation with 115% free cash flow conversion
· Robust balance
sheet position with £21.8m of cash and no bank debt
· Special dividend
of 2.0 pence per share (£5.9m) declared
· Proposed final
ordinary dividend up 8% to 1.3 pence per share (£3.8m)
Strategic
highlights:
Accelerating
transition to subscription model
· 16% growth in
subscription revenues
· 28% growth in
subscription TCV
· 90% of late-stage
pipeline looking to utilise Alfa Cloud
Investment in
product, people, planet
· £35m (2022: £29m)
investment in product
· Launch of Alfa
Systems 6, including 10 new modules
· Average headcount
increased by 10%
· High staff
retention (97%) and engagement (82%)
· Emission
reduction targets validated by SBTi and commitment to net-zero by
2050
Diversification of customer
base
· Top five
customers generated 35% of revenues (2019: 61%)
· 19 customers
contributing revenue over £2m in the period (17 in 2022 and 7 in
2019)
· No customer
accounts for more than 10% of revenues (largest customer 20% of
revenues in 2019)
Strong sales
and delivery momentum
· Strong late-stage
pipeline, increased from 9 to 11, with 6 new prospects, 3 wins and
1 back to mid-stage
· 10 out of 11
customers in late-stage pipeline at preferred supplier
status
· Record year for
software delivery with seven customer go-lives in the year along
with 28 other deliveries
Outlook
The asset and automotive finance markets have
continued to remain strong through 2023 despite broader macro
uncertainty with demand for software remaining robust. Alfa
continues to see software projects proceed, new sales close and new
opportunities enter our pipeline.
We expect 2024 revenue growth to be mid to high
single digits driven by continuing strong growth in
subscription. Within this performance, we anticipate a
greater weighting in the second half of the year as new sales come
fully on stream. Our encouraging new business pipeline,
confidence in the outlook and our strategy means that Alfa will
continue to invest in our technology and people, whilst continuing
to return cash to shareholders through our sustainable, progressive
dividend.
Andrew Denton,
Chief Executive Officer
"Throughout 2023 we have remained focused on
operational excellence and delivering our strategy with continuing
strong growth in our subscription business and a record seven
go-lives for our customers. We have continued to develop our
product roadmap and have announced the launch of Alfa Systems 6,
the sixth major version of our software. We have a strong
late-stage pipeline and have converted two of these into wins in
the last few months. We have built a resilient business with
reduced customer concentration, operating across diverse markets
both geographically and by asset class. The business is supported
by a growing subscription revenue base and the conversion of the
late-stage pipeline points to a strong second half in 2024 for our
services. This alongside the inherent robustness of the asset
finance software market and our continued investment in
high-quality people, underpins our strong confidence in the outlook
for the business."
Enquiries
Alfa Financial
Software Holdings PLC
|
+44 (0)20 7588 1800
|
Andrew Denton, Chief Executive
Officer
Duncan Magrath, Chief Financial
Officer
Andrew Page, Executive Chairman
|
|
Barclays
|
+44 (0)20 7623 2323
|
Robert Mayhew
Anusuya Gupta
|
|
Investec
|
+44 (0)20 7597 4000
|
Patrick Robb
Virginia Bull
|
|
Teneo
|
+44 (0)20 7353 4200
|
James Macey White
Victoria Boxall
|
|
Investor and
analyst webcast
The Company will host a conference call today
at 09:30am. To obtain details for the conference call, please email
alfa@teneo.com. Please
dial in at least 10 minutes prior to the start
time.
An archived webcast of the call will be
available on the Investors page of the Company's website https://www.alfasystems.com/en-eu/investors
Notes to
editors
Alfa has been delivering software systems and
services to the global asset and automotive finance industry since
1990. Our agile methodologies and specialised knowledge of
asset and automotive finance enables the delivery of large software
implementations and highly complex business change projects.
With an excellent delivery track record now into its fourth decade,
Alfa's experience and performance is unrivalled in the
industry.
Alfa Systems, our class-leading technology
platform, is at the heart of some of the world's largest asset and
automotive finance companies. Alfa Systems supports both retail and
corporate business for auto, equipment, wholesale and dealer
finance on a multijurisdictional basis, including leases/loans,
originations and servicing. A cloud-native, end-to-end solution
with integrated workflow and automated processing using business
rules, Alfa Systems provides compelling solutions to asset finance
companies.
Alfa Systems is currently live in 37
countries. Alfa has offices in Europe, Australasia and North
America. For more information, visit www.alfasystems.com.
Forward-looking
statements
This Full Year Report ("FYR") has been prepared
solely to provide additional information to shareholders to assess
the Group's strategies and the potential for those strategies to
succeed. The FYR should not be relied on by any other party
or for any other purpose. This report contains certain
forward-looking statements. All statements other than
statements of historical fact are forward-looking statements. These
include statements regarding Alfa's intentions, beliefs or current
expectations, and those of our officers, directors and employees,
concerning (without limitation), with respect to the financial
condition, results of operations, liquidity, prospects, growth,
strategies and businesses of Alfa. These statements and
forecasts involve known and unknown risks, uncertainty and
assumptions because they relate to events and depend upon
circumstances that will or may occur in the future and should
therefore be treated with caution. There are a number of
factors that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements. These forward-looking statements are made only as
at the date of this announcement. Nothing in this
announcement should be construed as a profit forecast. Except
as required by applicable law, Alfa disclaims any obligation or
undertaking to update the forward-looking statements or to correct
any inaccuracies therein, or to keep current any other information
contained in the FYR. Accordingly, reliance should not be placed on
any forward-looking statements.
BUSINESS
REVIEW
Strong
performance
In 2023, we remained focused on continuing to
drive the business forward, delivering growth and at the same
time making strong strategic progress towards a subscription-based
business. One of our differentiators is the quality of our delivery
record, and in the year we saw a record of seven go-live events and
a total of 35 delivery events. We have also continued to develop
and enhance our software and the launch of Alfa Systems 6 in Q4
2023, the sixth major version of our software, has been
enthusiastically received by customers and sees ten new modules
available for customers to implement.
Financial performance was strong with revenue
up 9% to £102.0m (2022: £93.3m) with particularly strong growth in
subscription revenues, up 16%. Operating profit was £30.1m (2022:
£29.6m) after the costs of investing into people as we build for
future growth. Cash conversion was extremely strong at 115% (2023:
102%) with a high level of receipts just before yearend and we
finished the period with net cash of £21.8m (31 Dec 2022: £18.7m).
We expect this very strong position to partially unwind in 2024,
with the long-term average trend being c100%.
We have had a very strong pipeline for some
time now, and it was very pleasing that we converted two prospects
into wins before the end of the year with Total Contract Value
("TCV") growing 16% to £165m (2022: £143m) at 31 December 2023.
This increase in TCV has been driven by 28% growth in our
subscription revenues showing how the transition to a subscription
model is underpinning future revenues. The two recent wins are for
major customers with multi-phase rollouts and these along with
prospects we expect to convert in the late-stage pipeline will
provide revenues for the business for years to come.
We had 19 customers (2022: 17) contributing
revenues of more than £2m in the year, up from just seven in 2019.
We have significantly reduced our customer concentration, with our
top five customers now representing 35% of our revenues in 2023,
compared with 61% in 2019. Our largest customer now represents less
than 10% of our revenues for the first time in over 8
years.
As expected, following very strong recruitment
for the previous two years and as a result of our improved and very
high retention rate of 97% (2022: 90%), we deliberately slowed
recruitment in 2023. This was to ensure the quality of the
experience for new joiners as we consolidate experience levels
within the team as a whole. Headcount at 31 December 2023 was up 8%
at 475 (2022: 441). Average headcount in the period of 463 (2022:
420) was a 10% increase on last year.
The Company received two approaches from
Private Equity houses in the summer. Neither approach led to a
formal offer, and the business continued to focus on delivering
against its objectives.
Net-zero
commitment
Our Environmental Impact community was created
six years ago and in 2023 a major milestone was achieved with the
company committing to a net-zero target. We performed a detailed
analysis of our emissions, including calculating the emissions from
our supply chain, supported by some external specialists, following
which we decided to align our ambitions with those of the Science
Based Target initiative (SBTi). We submitted our targets to SBTi
and had them validated. We have formally committed to reducing our
Scope 1 and Scope 2 emissions by 42% by 2030, along with a
commitment to achieve net-zero by 2050, which entails at least a
90% reduction in emissions with the remainder offset by carbon
removal credits.
Strategic
progress
Alfa is a leading asset finance software
company with global scale. Our software platform, Alfa
Systems, is the world's leading asset finance software, and has
been supporting some of the world's largest and most innovative
companies for more than 30 years.
Our vision is to grow our Company and grow our
impact faster than headcount, always retaining our underlying
culture. Key to achieving this is delivering more concurrent Alfa
implementations, more efficiently with our world-class Alfa Systems
product. We will have a big company impact, but a small company
feel.
Our strategic priorities are to:
·
Strengthen
· Sell
· Scale
·
Simplify
We have continued to make good progress in all
these areas in 2023, but there are three areas where we have made
particularly strong progress:
· Growth in
subscription revenues
· Launch of Alfa
Systems 6
· Improvement of
the Alfa Development Model
All three areas are covered in more detail
below.
Subscription -
Strong growth in subscription revenues and TCV
Subscription
revenues arise from recurring revenues from subscription licences,
Alfa Cloud and maintenance.
Alfa has been on a journey transitioning from
the on-premise perpetual licence environment to a
subscription-based Cloud model. In 2017 we started to offer Alfa
Cloud, a hosted solution and in 2020 won our first Alfa Start
customer, which has the benefit of the speed of implementation of a
pre-configured system hosted in Alfa Cloud paid for on a
subscription basis. The demand from all customers for a
subscription-based Alfa Cloud solution, incorporating the automated
monitoring, patching, scheduling and security features, has
increased since then with all of the wins in 2023 being
subscription-based Alfa Cloud solutions. Looking forwards 90% of
our late-stage pipeline are looking to adopt Alfa Cloud and all new
customers are looking for a subscription-based pricing model. We
are seeing the strongest growth in our revenues from the
Subscription revenue stream and expect this to continue as momentum
builds.
We have a single-tenant SaaS solution. We and
our customers benefit from a single standard code-set and database,
but with multi-layer data segregation as opposed to code-based
segregation used in multi-tenant SaaS models. One of the big
benefits of this approach is that customers can control their
release cycles rather than having a timetable dictated to them. We
mitigate the extra cost from this approach by encouraging customers
to share branches and release dates.
Our hosted services are ISO 27001 and ISO 27018
certified and SOC1 and SOC2 audited to confirm compliance with
controls around data security and availability. Given the
mission-critical nature of our systems to our customers, having
such third-party verification of our compliance with these
standards is a key selling point.
Subscription revenues grew strongly in the
period, up 16%, with TCV increasing 28%. The growth in revenues was
particularly strong from Alfa Cloud supplemented by a growing
licence base. All customers upgrading from v4 to v5 have moved to
Alfa Cloud. We have 13 customers using Alfa Cloud for their
live production environments and have another 3 customers taking
hosting services during the design and implementation phase.
Maintenance revenues also grew strongly with the benefit of price
rises and also from the net increase in live customers.
Software -
Exciting roadmap of development
Software
revenues arise from development work for new and existing
customers, along with perpetual licence
recognition.
Software revenue for the year was down 4% on
2022. Following a very strong first half of customer funded
development days, in the second half, we saw a reduction as
attention moved towards investment for the launch of Alfa Systems
6.
Our strategy is to continue to develop our
software, to ensure that we meet and exceed customer and market
needs as they evolve and as the regulatory and commercial
environment continues to change. We believe we have the
industry leading software and we continue to invest to increase
that lead, through a balance of customer funded development and
self-funded development.
Despite having what we believe is the
industry's leading software, we continue to look for ways to
improve our software and also the way we develop the software.
During 2023, we ran a project to refine our Alfa Development Model.
This has resulted in a number of actions being taken, including
reorganising the structure of the Engineering teams to align under
product areas, and reviewing the way we communicate and collaborate
to improve the workflow through the development process. We are
already seeing the benefits of this with improved speed and quality
of development.
We release an upgrade every four weeks and
periodically we release a new version of Alfa Systems which
highlights the step change functional and technical advancement
that has been made since the last version. During 2023, we made
progress in several valuable and eye-catching new areas, such as
Alfa Compose and Environmental Accounting, which are headline items
for our next major version. Alfa Systems 6 is the sixth major
release since Alfa was formed 33 years ago. Announced in the autumn
of 2023, Alfa Systems 6 is a functional upgrade, giving customers
access to ten additional modules, and is being released through the
usual four-week upgrade cycle over a number of months, so can be
implemented like any other upgrade and will be frictionless for
customers.
Services -
High quality services with a record seven new go-live
events
Services
revenues arise from work on implementations and other
services.
Overall services revenue was up 10% on 2022,
with strong chargeability during the first half but with lower
chargeability in the second half due to the successful delivery of
a number of go-lives. We continue to implement a number of v4 to v5
upgrades, and these accounted for 17% (2022: 14%) of total services
revenue. Other work for existing customers accounted for 50% (2022:
52%) of our services revenue, with the balance of 33% (2022: 34%)
from new implementations. There were sixteen new implementations
and v5 upgrades during 2023, with seven of these having go-live
events in the year. We have a number of large customer projects
that we expect to start up during H1 2024.
We had seven go-live events in the year: two UK
Alfa Start projects, three automotive finance projects across three
continents and two v4 to v5 upgrades in the UK for equipment
finance. In addition, we had an existing customer go live in
a new country, Mexico, although one customer exited a small market
resulting in the total number of countries where we are live
remaining at 37. We also went live with our first African
commercial asset finance portfolio, just over two years after we
went live with the customer's retail portfolio.
Increasing our use of partners is a key element
of our longer-term strategy for increasing the number of
implementations we can deliver and providing us with a more
flexible implementation resource. Our programme is well developed
in Europe and now we have two partners in the US supporting us on
two different client projects. At the moment, partners
augment our existing resources on projects, but very much work
under our direction. We continue to work towards setting up the
training, processes and tooling that would allow partners to lead
on implementations. For the first time, we have enabled a partner
team member to work on an Alfa Start implementation.
Artificial
Intelligence
2023 has seen a rapid growth in interest in how
AI may change the ways companies work, with a particular focus on
Generative AI use cases. Alfa has been a leader on AI for many
years: both directly supporting our customers' digitalisation
journeys with AI-based Know Your Customer (KYC) and Anti-Money
Laundering (AML) checks and through our Alfa iQ joint
venture.
We set up Alfa iQ over three years ago as a
joint venture with Bitfount to explore the opportunities in the
auto and equipment finance markets. Given the success of our work
in Alfa iQ on credit decisioning, delinquency prediction and
business process analytics, we have now consolidated its activities
into Alfa and ended the joint venture relationship.
As AI increasingly becomes a key focus of the
customer journey, we believe the advantages of integrating the
thinking and expertise into Alfa outweigh the advantages of keeping
it as a separate standalone entity. We will continue to build on
the strong base of products and modelling techniques that we have
developed in Alfa iQ, and also leverage the tighter integration
into the core Alfa Systems product.
Strong
engagement with our people
We have continued to ensure timely and clear
communications with our employees, which was particularly important
during 2023 where there were two possible offers for the Company.
We are delighted to see that our retention rates have improved and
now sit at 97%. We are focusing on enhancing our training
programmes both for technical development and to develop our
leaders of the future.
We have settled into a post-COVID working
pattern, making the most of in-person events to maintain our
culture, whilst also being thoughtful on our travel and the
emissions footprint that this generates. We continue to assess the
ways we work to ensure that they work for both the individual and
for the team as a whole.
Capital
return
We remain a strongly cash-generative business,
with cash conversion of 115% in 2023 being the fourth year in a row
in excess of 100%. We continue to generate more cash than we need
for our growth plans and continue to return excess cash to
shareholders.
Our main mechanism for returning capital is the
payment of a regular dividend, and our policy is to grow this
progressively. In the year we paid an ordinary dividend of 1.2
pence or £3.5m.
We have also made one-off returns of capital
through special dividends. In the year, we paid special
dividends of 5.5p per share or £16.2m. This took total special
dividend payments over the last three years to 37.0 pence or
£109m.
In addition to the dividend payments, we
announced in January 2022 an 18 month share buy-back programme
which came to an end on 30 June 2023. In 2023, we purchased 1.9m
shares at a cost of £3.1m. This took total purchases since the
programme started to 4.8m shares at cost of £7.7m. All of the
purchased shares are currently held in Treasury.
Having executed this share buyback programme,
we currently believe the quickest and simplest mechanism for
returning cash to shareholders is via special dividends, but we
will keep under review whether another share buy-back program
should be launched.
Even after paying dividends of £19.7m and share
purchases of £4.8m, we finished the year with a strong balance
sheet with net cash of £21.8m. As a consequence, the Board is
proposing a final dividend of 1.3 pence per share, 8% up on last
year (2022: 1.2 pence per share), with an ex-dividend date of 30
May 2024, a record date of 31 May 2024 and a payment date of 27
June 2024. In addition, the Board has decided to declare a special
dividend of 2.0 pence per share, with an ex-dividend date of 2 May
2024, a record date of 3 May 2024 and a payment date of 30 May
2024. The special dividend would amount to a total payment of
£5.9m.
Steady market
conditions
The macro outlook remains uncertain at the
moment, although the recent high levels of inflation have eased and
interest rates may have peaked. Alfa Systems is operational in 37
countries; in automotive finance, equipment finance and wholesale
and loan finance; for OEMs, banks and independents and across all
asset classes. The breadth and diversity of Alfa's business
interests help to insulate us from economic uncertainty in
individual geographies and sectors of our business.
Along with Alfa's diverse revenue sources
providing insulation against the current economic uncertainty, the
market itself provides protection. The asset finance market is a
more secure form of lending and it has a history of gaining market
share in uncertain times compared with non-asset backed lending
markets. In addition, the need for software is not associated
with new business alone, large players in our market will have
significant extant portfolios to manage whether they are writing
new business or not, and these portfolios will be subject to the
same drivers of technical change as growing businesses. Regulatory
change, digitalisation and the growing need for flexibility
continue to drive customers to review their systems, particularly
those still running on legacy platforms, and they will continue to
select more flexible modern systems.
We believe that the asset finance software
market will remain robust. We continue to see new opportunities
entering into our sales pipeline which supports this. With our
functional, flexible, modern, cloud-native system, we continue to
be well positioned to capitalise on that end market
demand.
Strong
pipeline
We are pleased to have converted two prospects
in the late-stage pipeline in recent months with up to four more
expected to convert in the near future. In total, we have 11
prospects in the late stage, ten of which are at preferred supplier
status and five where we are already performing paid work under
letters of engagements on implementations as we finalise commercial
contracts. We also continue to see new prospects coming into the
early-stage pipeline, showing that the buying dynamics of the
market remain unchanged. It was also pleasing to see the
speed at which we won an Alfa Start project and completed the
implementation, all within the calendar year.
Overall, we remain confident in both the demand
for our software and our ability to win work in the
market.
Outlook
The asset and automotive finance markets have
continued to remain strong through 2023 despite broader macro
uncertainty with demand for software remaining robust. Alfa
continues to see software projects proceed, new sales close and new
opportunities enter our pipeline.
We expect 2024 revenue growth to be mid to high
single digits driven by continuing strong growth in
subscription. Within this performance, we anticipate a
greater weighting in the second half of the year as new sales come
fully on stream. Our encouraging new business pipeline,
confidence in the outlook and our strategy means that Alfa will
continue to invest in our technology and people, whilst continuing
to return cash to shareholders through our sustainable, progressive
dividend.
FINANCIAL
REVIEW
Financial
results
|
|
|
Movement
|
£m
|
2023
|
2022
|
%
|
Revenue
|
102.0
|
93.3
|
9%
|
Gross profit
|
63.7
|
59.9
|
6%
|
Operating profit
|
30.1
|
29.6
|
2%
|
Profit before tax
|
29.6
|
28.9
|
2%
|
Taxation
|
(6.1)
|
(4.4)
|
39%
|
Profit for the period
|
23.5
|
24.5
|
(4)%
|
Basic EPS
|
7.99p
|
8.24p
|
(3)%
|
Diluted EPS
|
7.90p
|
8.09p
|
(2)%
|
Revenues increased by 9% or £8.7m to £102.0m in
the 12 months ended 31 December 2023 (2022: £93.3m). Growth at
constant currency was also 9%.
Gross profit increased 6% to £63.7m (2022:
£59.9m) slightly behind the increase in revenue mainly due to
increased headcount and salary inflation, with operating profit
increasing by 2% or £0.5m to £30.1m (2022: £29.6m) with profit
before tax of £29.6m (2022: £28.9m).
The Effective Tax Rate (ETR) for 2023 is 20.6%
(2022: 15.2%) which increased over 2022 largely due to the increase
in the UK Corporation Tax rate. The resulting profit for the period
was £23.5m (2022: £24.5m).
Revenue
Revenue - by
type
|
2023
|
2022
|
Movement
|
£m
|
|
|
%
|
Subscription
|
31.8
|
27.4
|
16%
|
Software
|
15.6
|
16.3
|
(4)%
|
Services
|
54.6
|
49.6
|
10%
|
Total revenue
|
102.0
|
93.3
|
9%
|
Subscription
revenues
Overall subscription revenues increased
strongly by 16% to £31.8m (2022: £27.4m), with growth across all
three elements of licence, maintenance and hosting driven from both
existing and new customers. All new customers in the late-stage
pipeline are looking for a subscription licence contract, with 90%
looking to utilise Alfa Cloud.
Software
revenues
Software revenues of £15.6m were down £(0.7)m
or 4% on last year (2022: £16.3m), due to a reduction in the
recognition of customised licences from perpetual licence
customers, as we focus on moving customers to a subscription model.
Development work for existing customers was heavily weighted
towards the first half of the year, but overall was in line with
2022. There were one-off licence revenues of £0.5m (2022: £0.4m)
.
Services
revenues
Total services revenues increased by 10% to
£54.6m (2022: £49.6m) at actual exchange rates. Growth was
broadly spread and came from both implementation revenues for new
customers and also from existing customers, either going through v4
to v5 upgrades (which accounted for 17% of total services
work versus 14% last year) or ongoing services work.
Total Contract
Value (TCV)
TCV - by
stream
|
|
|
|
|
|
|
£m
|
|
|
|
2023
|
2022
|
Movement
%
|
Subscription
|
|
|
|
119.5
|
93.3
|
28%
|
Software
|
|
|
|
17.8
|
20.1
|
(11)%
|
Services
|
|
|
|
28.0
|
29.5
|
(5)%
|
Total TCV
|
|
|
|
165.3
|
142.9
|
16%
|
Total contract value (TCV) increased over last
year by 16% to £165.3m, significantly boosted by two large
contracts signed in the year offset by the completion of one large
project. Subscription TCV has increased 28%, driven by strong
growth in both hosting and licence subscriptions. There was a 11%
decrease in Software TCV, principally from a reduction in the as
yet unrecognised customised licence as we transition to
subscription licences. Services TCV of £28.0m was down 5% versus
this time last year due to a lower level of activity in advance of
new contracts being signed and started.
TCV - by type
for next 12 months
|
|
|
|
|
|
|
£m
|
|
|
|
2023
|
2022
|
Movement
%
|
Subscription
|
|
|
|
37.1
|
30.1
|
23%
|
Software
|
|
|
|
8.7
|
10.2
|
(15)%
|
Services
|
|
|
|
21.2
|
24.7
|
(14)%
|
Total TCV
|
|
|
|
67.0
|
65.0
|
3%
|
Of the TCV at 31 December 2023, £67.0m (31 Dec
2022: £65.0m) is anticipated to convert into revenue within the
next 12 months. Within this subscription TCV is up strongly by 23%
to £37.1m (2022: £30.1m) on the back of two new contracts, software
TCV of £8.7m (2022: £10.2m) is down 15% due to the reduction in
unrecognised customised licence, with services TCV down 14% to
£21.2m (2022: £24.7m). We expect this to increase as new contracts
start.
Operating
profit
The Group's operating profit increased by
£0.5m, or 2%, to £30.1m in 2023 (2022: £29.6m) primarily reflecting
the net benefit of increasing revenues net of operating
costs.
Headcount numbers were up 8% at 31 December
2023 at 475 (2022: 441), with average headcount of 463 up 10% on
last year (2022: 420). Staff retention rate was very strong through
2023 and was at 97% at 31 December 2023 (2022: 90%).
Expenses -
net
|
2023
|
2022
|
Movement
|
£m
|
|
|
%
|
Cost of sales
|
38.3
|
33.4
|
15%
|
Sales, general and administrative
expenses*
|
34.0
|
32.1
|
6%
|
Other income, FX and one-off costs*
|
(0.4)
|
(1.8)
|
(78%)
|
Total expenses - net
|
71.9
|
63.7
|
13%
|
* FX gains and losses and fair value
movement on FX forward contracts as well as the one-off aborted
transaction costs have been removed from SG&A to better show
underlying costs, and have been shown together with other income in
the table above.
Cost of
sales increased by £4.9m to £38.3m (2022:
£33.4m) to support the growth in the business. This was due to
higher headcount, in both our implementation and engineering teams
along with pay increases. Hosting costs increased from the strong
growth in Alfa Cloud.
Sales, general
and administrative (SG&A) costs increased
to £34.0m in the year (2022: £32.1m). Salary costs were up
12% in the period to £46.8m (2022: £41.8m) due to higher headcount
and pay increases. Profit Share Pay, including employer's costs, in
the period was £3.8m (2022: £3.5m). Share-based payment charges
have decreased over last year at £1.6m (2022: £1.8m), principally
due to lower provision for NI costs from a lower share price at
yearend. Other costs increased 11% to £15.6m (2022: £14.0m) with
cost patterns returning to normal along with the impact of
inflation.
Other income,
FX and one-off costs decreased by 78% since
2022. Included within this is £0.5m (2022: nil) of income related
to the Research & Development expenditure credit ("RDEC")
scheme which we qualified for in 2023 for the first time, with
reduction in sub-letting income in FY 23 due to be office space
being assigned in 2022. Legal & other costs related to possible
offers for the company were £0.6m (2022: £nil). There was a net
gain of £0.3m (2022: £1.1m) from FX gains and losses and fair value
movement on FX forward contracts.
We have continued to invest in our product,
with total investment increasing in 2023 to £35.0m (2022: £29.1m).
This investment is calculated based on the total time spent by
people in our Product Engineering team working on Alfa Systems
product either for specific customer developments, which are
largely chargeable, or internal investment and enhancement of the
product. It does not include time spent on implementing or
maintaining and supporting systems for customers. It includes
salary costs and a full overhead allocation, and includes amounts
shown as R&D expense and costs that have been
capitalised.
Profit before
Tax
Net finance costs reduced to £0.2m (2022:
£0.6m) benefiting from a full year of reduced lease costs and
interest income of £0.3m (2022: £nil). Overall Profit before Tax of
£29.6m was up 2% on last year (2022: £28.9m).
Profit for the
period
Profit after taxation decreased by £1.0m, or
4%, to £23.5m (2022: £24.5m). The Effective Tax Rate (ETR)
for the year increased to 20.6% (2022: 15.2%) as a result of
the increase in the UK corporation tax rate, net of the benefit
from prior year credits of £1.2m principally due to the last year
of operating under the R&D tax credit scheme. For the full year
2024, we expect the ETR to be around 26% due to the full year
effect of the increase in the UK Corporation Tax rate to 25% along
with the loss of the R&D tax credit which has been replaced by
RDEC scheme, which is shown in other income and not within the tax
charge.
Earnings per
share
Basic earnings per share decreased by 3% to
7.99 pence (2022: 8.24 pence) on the increased tax charge. Diluted
earnings per share decreased by 2% to 7.90 pence (2022: 8.09
pence).
Cash
flow
Cash generated from operations was very strong
at £39.2m in the period (2022: £34.0m) up £5.2m on last year. Net
cash generated from operating activities was also very strong at
£32.2m (2022: £27.2m) with tax payments of £6.5m up on the £6.2m
for 2022.
Net cash (including the effect of exchange rate
changes) increased by £3.1m to £21.8m at 31 December 2023. In
the year the 2022 final dividend and two special dividends were
paid, totalling £19.7m (2022: £22.5m). In addition, the purchase of
own shares was £4.8m (2022: £5.6m) for both the share buy-back,
which ended in June 2023, and to fund the Employee Benefit Trust
(EBT). Net capital expenditure of £3.4m was up on last year
(2022: £2.3m) with increased capitalisation of software, as
expected, up to £2.8m (2022: £1.5m) and with other capex of £0.6m
(2022: £0.8m) principally due to investment in IT
equipment.
Operating free
cash flow conversion
|
|
|
|
|
|
£m
|
|
|
|
2023
|
2022
|
Cash generated from operations
|
|
|
|
39.2
|
34.0
|
Adjusted
for:
|
|
|
|
|
|
Capital expenditure
|
|
|
|
(3.4)
|
(2.3)
|
Principal element of the lease payments in
respect of IFRS 16
|
|
|
|
(1.3)
|
(1.6)
|
Operating free
cash flow
|
|
|
|
34.5
|
30.1
|
Operating profit
|
|
|
|
30.1
|
29.6
|
Operating free
cash flow conversion
|
|
|
|
115%
|
102%
|
The Group's Operating Free Cash Flow Conversion
(FCF) of 115% (2022: 102%) was very strong, benefiting from
extremely prompt payment by customers at year end. As noted before,
over time the ongoing trend for 12 month cash conversion will be
around 100% as we move to a subscription model.
Balance
sheet
The significant movements in the Group's
balance sheet, aside from the cash balance which is described
above, from 31 December 2022 to 31 December 2023 are detailed
below.
Other intangible assets have increased by £2.1m
to £5.0m (2022: £2.9m) due to additions to capitalised development
costs.
Right of Use Assets and total Lease Liabilities
have decreased by £1.0m and £1.1m respectively due to depreciation
charges and lease payments made in the year.
Trade receivables reduced by £3.3m to £5.6m at
31 December 2023 (31 December 2022: £8.9m) with very strong cash
collection at yearend. Accrued income reduced to £4.6m (31 December
2022: £6.5m) due to prompt billing.
Corporation tax receivable has increased to
£1.9m (2022: £0.2m) due to tax payments made during the year and
the impact of the R&D tax claims.
Trade and other payables balance increased by
£0.5m to £10.0m at 31 December 2023 (31 December 2022:
£9.5m).
Contract liabilities reduced slightly by £0.6m
to £14.2m at 31 December 2023 (31 December 2022: £14.8m) due to a
small reduction in the deferred licence balances.
Capital
allocation and distributions
The Group has had very strong cash generation
over a number of years and we expect to continue to be
cash-generative going forwards. The Group's capital allocation
policy takes into consideration the need to continue to invest in
our people and technology whilst maintaining strong liquidity. We
wish to retain a degree of optionality for future investment which
we can assess at the time.
Over the three years since November 2020,
ordinary dividends of £9.8m and special dividends of £109.4m for a
total of £119.2m have been paid. In addition, we purchased 4.8
million shares at a cost of £7.7m through the share buy-back
programme which finished in June 2023. Therefore, over the last
three years, there has been a return of over £125m to
shareholders.
The Board intends to progressively increase the
ordinary dividend as the Group grows, whilst ensuring that we
retain a strong balance sheet.
For 2023, we are proposing an ordinary dividend
of 1.3 pence per share, amounting to £3.8m, with an ex-dividend
date of 30 May 2024. In addition, we have declared a special
dividend of 2.0 pence per share, amounting to £5.9m with an
ex-dividend date of 2 May 2024.
Going
concern
The financial statements are prepared on the
going concern basis. The Group continues to be cash generative and
the Directors believe that the Group has a resilient business
model. The Group meets its day-to-day working capital requirements
through its cash reserves generated from operating activities. The
Group's forecasts and projections, taking account of reasonably
possible changes in trading performance, show that the Group has
sufficient cash reserves to continue to operate for a period of not
less than 12 months from the date of approval of these financial
statements. The going concern assessment also includes downside
stress testing in line with FRC guidance which demonstrates that
even in the most extreme downside conditions considered reasonably
possible, given the existing level of cash held, the Group would
continue to be able to meet its obligations as they fall due,
without the need for substantive mitigating actions. On this basis,
the Directors consider it appropriate to continue to adopt the
going concern basis of accounting in preparing the financial
statements.
Subsequent
events and related parties
There are no subsequent events that require
disclosure. Details about related party transactions are disclosed
in note 32.
Duncan Magrath
Chief Financial Officer
13 March 2024
DEFINITIONS
Constant
currency
When the Company believes it would be helpful
for understanding trends in its business, the Company provides
percentage increases or decreases in its revenues or operating
profit to eliminate the effect of changes in currency values.
When trend information is expressed herein "in constant
currencies", the comparative results are derived by re-calculating
comparative non-GBP denominated revenues using the average exchange
rates of the comparable months in the current reporting
period.
Operating free
cash flow (FCF) conversion
Operating FCF conversion is calculated as cash
from operations, less capital expenditures and the principal
element of lease payments, as a percentage of operating
profit. Operating FCF is calculated as follows:
|
2023
|
2022
|
Unaudited
|
£m
|
£m
|
Cash generated from operations
|
39.2
|
34.0
|
Capital expenditure
|
(3.4)
|
(2.3)
|
Principal element of lease
payments
|
(1.3)
|
(1.6)
|
Operating FCF generated
|
34.5
|
30.1
|
Operating profit
|
30.1
|
29.6
|
Operating FCF Conversion
|
115%
|
102%
|
Total contract
value (TCV)
Total contract value ("TCV") - TCV is calculated
by analysing future contract revenue based on the following
components:
(i) an assumption of three years of Subscription payments (including
maintenance, Cloud Hosting and subscription licence) assuming these
services continued as planned (actual contract length varies by
customer);
(ii) the estimated remaining time to complete
Services and Software deliverables within contracted
software implementations, and recognise deferred licence amounts
(which may not all be under a signed statement of work);
and
(iii) Pre-implementation and ongoing
Services and Software work which is contracted under
a statement of work. As TCV is a reflection of future
revenues, forward looking exchange rates are used for the
conversion into GBP. The exchange rates used for the TCV
calculation are as follows:
Exchange rates used for TCV
|
H2 2023
|
H1 2023
|
H2 2022
|
USD
|
1.25
|
1.30
|
1.25
|
EUR
|
1.15
|
1.18
|
1.18
|
Consolidated
statement of profit or loss and comprehensive
income
£m
|
Note
|
2023
|
2022
|
Continuing
operations
|
|
|
|
Revenue
|
5
|
102.0
|
93.3
|
Cost of sales
|
|
(38.3)
|
(33.4)
|
Gross
profit
|
|
63.7
|
59.9
|
Sales, general and administrative
expenses
|
|
(34.3)
|
(31.0)
|
Other income
|
|
0.7
|
0.7
|
Operating
profit
|
6
|
30.1
|
29.6
|
Share of net loss of joint venture
|
19
|
(0.3)
|
(0.1)
|
Profit before
net finance costs and tax
|
|
29.8
|
29.5
|
Finance income
|
10
|
0.3
|
-
|
Finance expense
|
10
|
(0.5)
|
(0.6)
|
Profit before
taxation
|
|
29.6
|
28.9
|
Taxation
|
11
|
(6.1)
|
(4.4)
|
Profit for the
financial year
|
|
23.5
|
24.5
|
Other comprehensive income:
|
|
|
|
Items that may be reclassified to profit or
loss:
|
|
|
|
Exchange differences on translation of foreign
operations
|
27
|
(0.2)
|
0.4
|
Other
comprehensive (loss)/income net of tax
|
|
(0.2)
|
0.4
|
Total
comprehensive income for the year
|
|
23.3
|
24.9
|
Earnings per
share (in pence) for profit attributable
to the ordinary equity holders of the Company
|
|
|
|
Basic
|
12
|
7.99
|
8.24
|
Diluted
|
12
|
7.90
|
8.09
|
The above consolidated statement of profit or loss and
comprehensive income should be read in conjunction with the
accompanying notes.
Consolidated
statement of financial position
£m
|
Note
|
2023
|
2022
|
Assets
|
|
|
|
Non-current
assets
|
|
|
|
Goodwill
|
14
|
24.7
|
24.7
|
Other intangible assets
|
15
|
5.0
|
2.9
|
Property, plant and equipment
|
16
|
1.0
|
1.0
|
Right-of-use assets
|
17
|
6.1
|
7.1
|
Deferred tax assets
|
18
|
0.3
|
1.6
|
Interests in joint venture
|
19
|
-
|
0.2
|
Total
non-current assets
|
|
37.1
|
37.5
|
Current
assets
|
|
|
|
Trade receivables
|
20
|
5.6
|
8.9
|
Accrued income
|
21
|
4.6
|
6.5
|
Prepayments
|
21
|
3.8
|
4.5
|
Other receivables
|
21
|
0.3
|
0.2
|
Corporation tax recoverable
|
21
|
1.9
|
0.2
|
Cash and cash equivalents
|
22
|
21.8
|
18.7
|
Total current
assets
|
|
38.0
|
39.0
|
Total
assets
|
|
75.1
|
76.5
|
Liabilities
and equity
|
|
|
|
Current
liabilities
|
|
|
|
Trade and other payables
|
23
|
10.0
|
9.5
|
Lease liabilities
|
24
|
1.4
|
1.3
|
Contract liabilities
|
23
|
14.2
|
14.8
|
Total current
liabilities
|
|
25.6
|
25.6
|
Non-current
liabilities
|
|
|
|
Lease liabilities
|
24
|
6.8
|
8.0
|
Provisions for other liabilities
|
25
|
0.7
|
0.9
|
Total
non-current liabilities
|
|
7.5
|
8.9
|
Total
liabilities
|
|
33.1
|
34.5
|
Capital and
reserves
|
|
|
|
Share capital
|
26
|
0.3
|
0.3
|
Translation reserve
|
27
|
0.2
|
0.4
|
Own shares
|
28
|
(8.7)
|
(7.5)
|
Retained earnings
|
|
50.2
|
48.8
|
Total
equity
|
|
42.0
|
42.0
|
Total
liabilities and equity
|
|
75.1
|
76.5
|
The above consolidated statement of financial
position should be read in conjunction with the accompanying
notes.
Consolidated
statement of changes in equity
£m
|
Note
|
Share
capital
|
Own
shares
|
Translation
reserve
|
Retained
earnings
|
Equity attributable
to owners of the parent
|
Balance as at 1 January 2022
|
|
0.3
|
(3.4)
|
-
|
46.5
|
43.4
|
Profit for the financial year
|
|
-
|
-
|
-
|
24.5
|
24.5
|
Other comprehensive income
|
|
-
|
-
|
0.4
|
-
|
0.4
|
Total comprehensive income for the
year
|
|
-
|
-
|
0.4
|
24.5
|
24.9
|
Transactions with owners in their capacity as
owners:
|
|
|
|
|
|
|
Equity-settled share-based payment
schemes
|
29
|
-
|
-
|
-
|
1.5
|
1.5
|
Equity-settled share-based payment schemes -
deferred tax impact
|
18
|
-
|
-
|
-
|
0.1
|
0.1
|
Dividends
|
31
|
-
|
-
|
-
|
(22.5)
|
(22.5)
|
Own shares distributed
|
28
|
-
|
1.5
|
-
|
(1.3)
|
0.2
|
Own shares acquired
|
28
|
-
|
(5.6)
|
-
|
-
|
(5.6)
|
Balance as at 31 December 2022
|
|
0.3
|
(7.5)
|
0.4
|
48.8
|
42.0
|
Profit for the financial year
|
|
-
|
-
|
-
|
23.5
|
23.5
|
Other comprehensive (loss)
|
|
-
|
-
|
(0.2)
|
-
|
(0.2)
|
Total comprehensive income for the
year
|
|
-
|
-
|
(0.2)
|
23.5
|
23.3
|
Transactions with owners in their capacity
as owners:
|
|
|
|
|
|
|
Equity-settled share-based payment
schemes
|
29
|
-
|
-
|
-
|
1.5
|
1.5
|
Equity-settled share-based payment schemes -
deferred tax impact
|
18
|
-
|
-
|
-
|
(0.5)
|
(0.5)
|
Dividends
|
31
|
-
|
-
|
-
|
(19.7)
|
(19.7)
|
Own shares distributed
|
28
|
-
|
3.6
|
-
|
(3.4)
|
0.2
|
Own shares acquired
|
28
|
-
|
(4.8)
|
-
|
-
|
(4.8)
|
Balance as at
31 December 2023
|
|
0.3
|
(8.7)
|
0.2
|
50.2
|
42.0
|
The above consolidated statement of changes in
equity should be read in conjunction with the accompanying
notes.
Consolidated
statement of cash flows
£m
|
Note
|
2023
|
2022
|
Cash flows
from operating activities
|
|
|
|
Profit before tax
|
|
29.6
|
28.9
|
Net finance costs
|
|
0.2
|
0.6
|
Share of net loss from joint venture
|
|
0.3
|
0.1
|
Operating
profit
|
|
30.1
|
29.6
|
Adjustments:
|
|
|
|
Depreciation
|
6/16/17
|
1.8
|
2.2
|
Amortisation
|
6/15
|
0.7
|
0.8
|
Share-based payment charge
|
29
|
1.6
|
1.8
|
RDEC tax credit
|
6
|
(0.5)
|
-
|
Net gain on disposal of assets
|
|
-
|
(0.3)
|
Movement in provisions
|
25
|
(0.2)
|
(0.5)
|
Movement in working capital:
|
|
|
|
Movement in contract liabilities
|
23
|
(0.6)
|
3.8
|
Movement in trade and other
receivables
|
20/21
|
5.8
|
(3.6)
|
Movement in trade and other payables (excluding
contract liabilities)
|
23
|
0.5
|
0.2
|
Cash generated
from operations
|
|
39.2
|
34.0
|
Interest element on lease payments
|
10/24
|
(0.4)
|
(0.6)
|
Other interest paid
|
10
|
(0.1)
|
-
|
Income taxes paid
|
|
(6.5)
|
(6.2)
|
Net cash
generated from operating activities
|
|
32.2
|
27.2
|
Cash flows
from investing activities
|
|
|
|
Purchases of property, plant and
equipment
|
16
|
(0.6)
|
(0.7)
|
Purchases of computer software
|
15
|
-
|
(0.1)
|
Payments for internally developed
software
|
15
|
(2.8)
|
(1.5)
|
Interest received
|
10
|
0.3
|
-
|
Net cash used
in investing activities
|
|
(3.1)
|
(2.3)
|
Cash flows
from financing activities
|
|
|
|
Dividends paid to Company
shareholders
|
31
|
(19.7)
|
(22.5)
|
Principal element on lease payments
|
24
|
(1.3)
|
(1.6)
|
Purchase of own shares
|
28
|
(4.8)
|
(5.6)
|
Cash used in
financing activities
|
|
(25.8)
|
(29.7)
|
Net
increase/(decrease) in cash
|
|
3.3
|
(4.8)
|
Cash and cash equivalents at the beginning of
the year
|
22
|
18.7
|
23.1
|
Effect of foreign exchange rate changes on cash
and cash equivalents
|
|
(0.2)
|
0.4
|
Cash and cash
equivalents at the end of the year
|
22
|
21.8
|
18.7
|
The above consolidated statement of cash flows
should be read in conjunction with the accompanying
notes.
Notes to the
consolidated financial statements for the year ended 31 December
2023
1.
Summary of significant accounting policies
This note provides a list of the significant
accounting policies adopted in the preparation of these
consolidated financial statements. These policies have been
consistently applied to all the years presented, unless otherwise
stated. The financial statements are for the Group, consisting
of Alfa Financial Software Holdings PLC (Alfa or the Company), its
subsidiaries and joint venture, and are presented to the nearest
£0.1m unless otherwise stated.
The principal activity of the Group is to
provide software solutions and consultancy services to the auto and
equipment finance industry in the United Kingdom, North
America, Europe, Australasia and Africa.
1.1
Basis of preparation
Statement of
Compliance
The preliminary results for the year ended 31
December 2023 are prepared in accordance with UK adopted
International Accounting Standards (IAS) and interpretations by the
IFRS Interpretations Committee applicable to companies reporting
under UK adopted IFRS. They do not include all the information
required for full annual statements and should be read in
conjunction with the 2023 Annual Report. The accounting
policies adopted in this preliminary announcement are consistent
with the Annual Report for the year ended 31 December
2023.
The financial information has been extracted
from the financial statements for the year ended 31 December 2023,
which have been approved by the Board of Directors on 13 March
2024. They have been reported on by the Group's auditors and will
be delivered to the Registrar of Companies in due course. The
report of the auditors was (i) unqualified, (ii) did not include a
reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report, and (iii) did not
contain a statement under section 498(2) or (3) of the Companies
Act 2006.
The comparative figures for the financial year
31 December 2022 have been extracted from the Group's statutory
accounts for that financial year. The Board of Directors approved
the 2022 Group financial statements on 1 March 2023, and they have
been delivered to the Registrar of Companies. The report of the
auditors was (i) unqualified, (ii) did not include a reference to
any matters to which the auditors drew attention by way of emphasis
without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act
2006.
The financial information contained in this
announcement does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006.
Compliance with
IFRS
The Consolidated Financial Statements of the
Group have been prepared in accordance with the Companies Act 2006
and with United Kingdom adopted International Accounting
Standards.
Historical cost
convention
The consolidated financial statements have been
prepared under the historical cost convention, other than the
revaluation of financial assets and financial liabilities recorded
at fair value through profit or loss.
Going
concern
The financial statements are prepared on the
going concern basis. The Group continues to be cash-generative and
the Directors believe that the Group has a resilient business
model. The Group meets its day-to-day working capital requirements
through its cash reserves generated from operating activities. The
Group's forecasts and projections, taking account of reasonably
possible changes in trading performance, show that the Group
has sufficient cash reserves to continue to operate for
a period of not less than 12 months from the date of these
financial statements.
The going concern assessment also includes
downside stress testing in line with FRC guidance which
demonstrates that even in the most extreme downside conditions
considered reasonably possible, given the existing level of cash
held, the Group would continue to be able to meet its
obligations as they fall due.
On this basis, the Directors consider
it appropriate to continue to adopt the going concern basis of
accounting in preparing the financial statements.
New and amended
standards adopted by the Group
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. The amendments relevant to the Group
are:
· Amendments to IAS
12 Deferred Tax related to Assets and Liabilities arising from a
Single Transaction;
· Amendments to IAS
8 Accounting policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates;
· Amendments to IAS
1 Presentation of Financial Statements and IFRS Practice Statement
2 Disclosure of Accounting policies; and
· Amendments to
IFRS 10 and IAS 28 - Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture.
New standards,
amendments and interpretations not yet adopted
At the date of authorisation of these financial
statements, the Group has not applied the following new and revised
IFRS Standards that have been issued but are not yet
effective:
· Amendments to IAS
1 - Non-current liabilities with covenants; Amendments to IFRS 16 -
Leases on sale and leaseback; Amendments to IAS 7 and IFRS 7 -
Supplier finance; and Amendments to IAS 21 - Lack of
Exchangeability.
The adoption of these is not expected to have a
material impact on the financial statements of the
Group.
1.2
Group structure
Basis 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 entity 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.
Unless otherwise stated, subsidiaries have share
capital consisting solely of ordinary shares, and the proportion of
ownership interests held equals the voting rights held by the
Group. The country of incorporation or registration is also each
subsidiary's principal place of business.
All intra-Group transactions, balances, income
and expenses are eliminated on consolidation. All subsidiaries
have a 31 December year end.
The Group exercises control over the employee
benefit trust because it is exposed to, and has a right
to, variable returns from this trust and is able to use its
power over the trust to affect those returns. The trust is
therefore consolidated by the Group.
Joint
arrangements
A joint arrangement is a contractual arrangement
whereby the Group and other parties undertake an economic activity
that is subject to joint control; that is, when the relevant
activities that significantly affect the investee's returns require
the unanimous consent of the parties sharing control.
Joint control is the contractually agreed
sharing of control of an arrangement, and exists only when
decisions about the activities that significantly affect the
arrangement's returns require the unanimous consent of the parties
sharing control. Judgement
is required in determining this classification
through an evaluation of the facts and circumstances arising from
each individual arrangement. Joint arrangements are classified as
either joint operations or joint ventures based on the rights and
obligations of the parties to the arrangement. In joint
operations, the parties have rights to the assets and obligations
for the liabilities relating to the arrangement,
whereas in joint ventures, the parties have rights to the net
assets of the arrangement.
Alfa only has one joint venture, namely Alfa iQ
Limited, which was formed in May 2020. The investment in the joint
venture is accounted for using the equity method. The Group's share
of the joint venture's net profit/(loss) is based on its most
recent financial statement drawn up to the Group's balance sheet
date. The total carrying value of investment in the joint venture
represents the cost of the investment, including loans which form
part of the net investment in the joint venture, plus the share of
post-acquisition retained earnings and any other movements
in reserves less any impairment in the value of the
investment.
The carrying values of joint ventures are
reviewed on a regular basis and if there is objective evidence that
an impairment in value has occurred as a result of one or more
events during the period, the investment is impaired. The Group's
share of the joint venture's losses in excess of its interest
in that joint venture is not recognised to the extent that the
Group has incurred legal or constructive obligations or made
payments on behalf of the joint venture. Unrealised gains arising
from transactions with joint ventures are eliminated against
the investment to the extent of the Group's interest in the
investee. Unrealised losses are eliminated in the same way,
but only to the extent that there is no evidence of
impairment.
Loans to the joint venture are measured at fair
value on initial recognition, and subsequently carried at amortised
cost. Any surplus between the nominal and fair value of the loan is
recognised as an investment in the joint venture.
The activity in Alfa IQ is being brought fully
into the Group. As a result, the Alfa iQ joint venture ceased its
activity in late 2023 and the structure is now in the process of
being formally dissolved.
1.3
Segment reporting
Operating and reporting segments are reported in
a manner consistent with the internal reporting provided to the
Chief Operating Decision Maker (CODM). The Group's Chief Executive
Officer (CEO), who is responsible for allocating resources and
assessing performance, has been identified as the CODM.
The CODM regularly reviews the Group's operating
results in order to assess performance and to allocate resources.
The CODM considers the business from a product perspective and,
therefore, recognises one operating and reporting segment, being
the sale of software and related services. The Group
splits revenue by type of activity but reports operating results on
a consolidated basis, as presented to the CODM, along with the
required entity wide disclosures.
The Group discloses revenue split by type of
activity, being Subscription, Software and Services.
a.
Subscription revenues include recurring revenues paid on a monthly
or annual basis, including subscription licence revenues,
maintenance and cloud hosting.
b. Software
revenues include revenues from the recognition of customised
licence revenue, one-off licence fees and any
development revenues.
c.
Services revenues are revenues from any work done for customers
including pre-implementation, implementation work, and ongoing
services, but excludes any revenue from development work which is
disclosed in Software.
See note 1.5 for details of our revenue
recognition accounting policy and note 2 for the critical
accounting judgements and estimates in relation to revenue
recognition.
1.4
Foreign currency translation
Functional
currency
Items included in the consolidated financial
statements of each of the Group's subsidiaries are measured using
their functional currency. The functional currency of the parent
and each subsidiary is the currency of the primary economic
environment in which the entity operates. See applicable exchange
rates used in 2023 and 2022 below:
|
2023
|
2022
|
|
Closing
|
Average
|
Closing
|
Average
|
USD
|
1.27
|
1.24
|
1.21
|
1.24
|
EUR
|
1.15
|
1.15
|
1.13
|
1.17
|
NZD
|
2.01
|
2.02
|
1.90
|
1.95
|
AUD
|
1.87
|
1.87
|
1.77
|
1.78
|
Presentation
currency
The consolidated financial statements are
presented in pounds sterling. The Company's functional and
presentation currency is pounds sterling.
Group
companies
The results and financial position of foreign
operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the
presentation currency are translated into the presentation currency
as follows:
· Assets and
liabilities for each consolidated statement of financial position
presented are translated at the closing rate at the date
of that consolidated statement of financial
position;
· Income and
expenses for each statement of profit or loss and statement of
comprehensive income are translated at average exchange rates
(unless this is not a reasonable approximation of the cumulative
effect of the rates prevailing on the transaction dates, in which
case income and expenses are translated at the dates of the
transactions); and
· All resulting
exchange differences are recognised in other comprehensive
income.
On consolidation, exchange differences arising
from the translation of any net investment in foreign entities are
recognised in other comprehensive income. When a foreign operation
is sold, the associated exchange differences are reclassified to
profit or loss, as part of the gain or loss on
sale.
Foreign
currency transactions
Transactions in foreign currencies are
translated into the respective functional currencies using the
exchange rates prevailing at the dates of the transactions.
Foreign exchange differences arising from the settlement of such
transactions and from the translation at the reporting date of
monetary assets and liabilities denominated in foreign currencies
are recognised in profit or loss. See applicable exchange rates
used by the Group above.
1.5
Revenue recognition
The Group derives revenue by type of activity
being Subscription, Software and Services (as disclosed in
note 1.3).
i
Subscription revenue includes the periodic rights to use Alfa
Systems, periodic maintenance, subscription (including cloud
hosting) and one-off revenue relating to catch-up periodic
maintenance;
ii
Software revenue includes development revenue (part of the
customised licence revenue), options over the right to use
Alfa Systems, and one-off licence fees; and
iii
Services revenue includes software implementation
services.
The Group provides the right to use, software
development services, core implementation services and ongoing
support of its product, Alfa Systems. The Group's contractual
arrangements contain multiple deliverables or services, such as the
development or customisation of the software to the
customer's requirements, implementation services such as migration
of data and testing, and certain project management
services.
Alfa assesses whether there are distinct
performance obligations at the start of each contract and
throughout the performance of the implementation, development
and services projects and maintenance period. These performance
obligations are laid out below.
Any one contract may include a single
performance obligation or a combination of those listed
below:
1.5.1 Software
implementation services
Where implementation services are considered to
be distinct, i.e. when relatively straightforward, do not
require additional development services and could be performed by
an external third party, the implementation services are
accounted for as a separate performance obligation from any
development services.
When a customer is in the process of
implementing the software, the transaction price is allocated to
this based on the stand-alone selling prices (derived from standard
day rates) and is recognised over time based on the effort
incurred, limited to the amount to which Alfa has a right to
payment. Over time recognition is considered appropriate as
customers simultaneously receive and consume the benefits provided.
For customers under the Group's subscription-based contracts that
are undergoing implementation, revenue for software implementation
services is deemed to be distinct from any other performance
obligation and is recognised based on a percentage-of-completion
basis.
When the type of services provided are ongoing
services, the transaction price is deemed to be the actual day
rate, and revenue is recognised at a point in time as the service
is provided.
1.5.2 Development
services and licence services (the customised
licence)
Another performance obligation is the granting
of a right to use Alfa Systems, which includes the delivery of the
related software licence and any development efforts which change
the underlying code.
During the initial phase of implementing the
software, the total revenue attributable to this performance
obligation is estimated at the outset of the relevant software
implementation project and recognised as the effort is expended, on
a percentage-of-completion basis, limited to the amount of revenue
to which Alfa has the right to payment. See note 5.6 for the
accounting policy for variable consideration.
A percentage-of-completion basis has been used because
customers obtain the ability to benefit from the product from the
start of the implementation project; the development or
customisation of the asset is tailored to the customer's
specific requirements; and the customer is entitled to the benefits
of the efforts as at the date the efforts are delivered, so
recognition over time is appropriate.
Revenue attributable to development services is
valued using the residual value method as there are no stand-alone
selling prices which are observable, as each project is customised.
For customers under the Group's subscription-based contracts that
are undergoing implementation, revenue for development services is
deemed to be distinct from any other performance obligation
and is recognised based on a percentage-of-completion
basis.
Once the customer is already using the software
and the services provided are ongoing development, the transaction
price is deemed to be the actual day rate and revenue is recognised
at a point in time as the development service is
provided.
1.5.3 Option over the
right to use Alfa Systems
In the event that perpetual licence customers
have to pay periodic maintenance fees in order to keep using Alfa
Systems, a component of these future maintenance fees is
attributable to the right to use the software. In these
circumstances, the licence granted by Alfa is considered to
renew in future periods. There may be a material right in
respect of discounts in future periods. In order to ascribe a value
to this option, management annualises the value of the customised
licence performance obligation and compares it to the annual right
to use software performance obligation post go live.
The value of this option is built up from the
start of the implementation project in line with the percentage of
completion of development revenue described in note 1.5.2 above.
Following the completion of the implementation project, the value
of this option is recognised evenly over the expected
remaining customer life.
1.5.4 Periodic right
to use Alfa Systems
When a customer pays its maintenance fee
annually, this performance obligation represents the proportion of
this fee which relates to the periodic option to renew the
right to use Alfa Systems. If there is the right of clawback
of the annual right to use, such amounts are recognised throughout
the annual period. If there is no right of clawback, then the
annual right to use amount is recognised in full when there is
a right of collection.
When a customer pays for its maintenance fee as
part of a subscription contract (see note 1.5.6 below), it will not
be treated as a separate performance obligation (and will instead
be part of the subscription amount).
1.5.5 Periodic
maintenance amounts
This represents the stand-alone selling price of
the ongoing support or maintenance of Alfa Systems which is
recognised throughout the period over which the services are
delivered.
1.5.6 Subscription
amounts
Certain of the Group's implementation and
service contracts include a subscription payment mechanism. This
represents a monthly fee charged to the customer covering one
or more of the following performance obligations: the provision of
monthly hosting services; the monthly periodic right to use
Alfa Systems; and the provision of monthly maintenance services
(when this becomes applicable to the customer). The monthly
payments are recognised as revenue in the period to which they
relate. This reflects the underlying performance obligations of the
Group and termination rights of the customer.
1.5.7 One-off revenue
amounts
From time to time, the Group is entitled to
receive one-off licence revenue from its customers as they increase
the number of contracts on their version of Alfa Systems.
Additionally, there are times when catch-up periodic maintenance
amounts are entitled to be received by the Group, also as a
result of the increased number of contracts. Generally, this
revenue is recognised at the point in time it is invoiced, or
becomes contractually payable, reflecting the fact that the Group
has no remaining performance obligations to satisfy.
Capitalised
sales incentive costs
The Group incentivises its sales force for
securing sales. In line with IFRS 15, these costs are capitalised
and are amortised in line with the percentage of completion of the
software implementation project.
Costs to fulfil
contracts
The Group has recognised an asset in relation to
employee costs to fulfil its long-term development contracts (as
disclosed in note 21). These costs relate directly to the
contracts, generate or enhance resources to be used to satisfy
performance obligations in the future and are expected to be
recovered. This asset is presented within prepayments in the
statement of financial position. These costs are amortised within
cost of sales in line with the percentage of completion of the
development project.
1.6
Operating expenses
Operating expenses include items such as
personnel costs (including training and recruitment), cost of
software not capitalised, research and development costs, and other
infrastructure expenses. These items have been grouped into the
following categories for disclosure purposes:
· Cost of sales -
This includes salaries and other direct costs associated with
satisfying customer contracts (including hosting costs) and for
developing software.
· Sales, general
and administrative expenses - This includes all the residual
operating costs.
1.7
Income tax
Taxation expense for the year comprises current
and deferred tax recognised in the reporting period. Tax is
recognised in profit and loss, except to the extent that it relates
to items recognised in other comprehensive income or directly in
equity. Current or deferred taxation assets and liabilities are
not discounted.
Current
tax
The current income tax charge is calculated on
the basis of the tax laws enacted or substantively enacted at the
reporting date in the countries where the Group and its
subsidiaries operate and generate taxable income. Management
periodically evaluates positions taken in tax returns with
respect to situations in which applicable tax regulation is subject
to interpretation. It establishes provisions where appropriate on
the basis of amounts expected to be paid to the tax
authorities.
Under the R&D Expenditure Credit (also
referred to as the 'RDEC') scheme, the Group has received a tax
credit based on qualifying R&D expenditure. This tax credit is
recognised within pre-tax income, as 'Other Income'.
Deferred
tax
Deferred income tax is recognised, using the
liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in
the Group's consolidated financial statements. However, the
deferred income tax is not accounted for if it arises from initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction
affects neither accounting nor taxable profit or loss.
Deferred income tax is determined using tax
rates (and laws) that have been enacted or substantively enacted by
the reporting date and are expected to apply when the related
deferred income tax asset is realised or the deferred income tax
liability is settled.
Deferred income tax assets are recognised to the
extent that it is probable that future taxable profits will be
available against which the temporary differences can be utilised.
Deferred income tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income taxes, assets
and liabilities relate to income taxes levied by the same taxation
authority on either the taxable entity or different taxable
entities where there is an intention to settle the balances on a
net basis.
1.8
Leases
Alfa enters into lease contracts in respect of
various properties and motor vehicles. These rental contracts are
typically made for fixed periods of two to ten years, and sometimes
have extension options. Lease terms are negotiated on an individual
basis and contain a wide range of different terms and conditions.
In accordance with IFRS 16, leases are recognised as a right-of-use
asset with a corresponding liability, at the date at which the
leased asset is available for use by Alfa. These assets and
liabilities are initially measured on a present value basis (as set
out in more detail below), with each subsequent lease payment
allocated between the liability and finance cost. The finance cost
is charged to profit or loss over the lease period to produce a
constant periodic rate of interest on the remaining balance of
the liability for each period. The right-of-use asset is
depreciated over the shorter of the asset's useful life
and the lease term on a straight-line basis.
Alfa assesses whether a contract is, or
contains, a lease at inception of the contract. The Group
recognises a right-of-use asset and a corresponding lease
liability, with respect to all lease arrangements in which it
is the lessee, except for short-term leases (defined as leases
with a lease term of 12 months, or less) and leases of low-value
assets. For these leases, the Group recognises the lease payments
as an expense on a straight-line basis over the term of the lease,
unless another systematic basis is more representative
of the time pattern in which economic benefits from the
leased assets are consumed.
Lease
liabilities
The lease liability is initially measured at the
present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the
lease. If this rate cannot be readily determined, the Group uses
its incremental borrowing rate.
Lease payments included in the measurement of
the lease liability comprise:
· Fixed lease
payments (including in substance fixed payments), less any lease
incentives;
· Variable lease
payments that depend on an index or rate, initially measured using
the index or rate at the commencement date;
· The amount
expected to be payable by the lessee under residual value
guarantees;
· The exercise
price of purchase options, if the lessee is reasonably certain to
exercise the options; and
· Penalties for
terminating the lease, if the lease term reflects the exercise of
an option to terminate the lease.
The lease liability is presented in separate
lines, split between current and non-current liabilities,
in the consolidated statement of financial position. It is
subsequently measured by increasing the carrying amount to reflect
interest on the lease liability (using the effective interest
method) and by reducing the carrying amount to reflect the lease
payments made.
The Group re-measures the lease liability (and
makes a corresponding adjustment to the related right-of-use asset)
whenever:
· The lease term
has changed, or there is a change in the assessment of exercise of
a purchase option, in which case the lease liability is re-measured
by discounting the revised lease payments using a revised discount
rate;
· The lease
payments change due to changes in an index, or rate, or a change in
expected payment under a guaranteed residual value. In these cases,
the lease liability is re-measured by discounting the revised lease
payments, using the initial discount rate (unless the lease
payments change is due to a change in a floating interest rate, in
which case a revised discount rate is used); and
· A lease contract
is modified and the lease modification is not accounted for as a
separate lease, in which case the lease liability is re-measured by
discounting the revised lease payments using a revised
discount rate.
Right-of-use
assets
The right-of-use assets comprise:
· The initial
measurement of the corresponding lease liability;
· Lease payments
made at, or before, the commencement day;
· Any initial
direct costs; and
· Restoration
cost.
The right-of-use assets are presented as a
separate line in the consolidated statement of financial
position.
The right-of-use assets are subsequently
measured at cost less accumulated depreciation and impairment
losses (if applicable). They are depreciated from the
commencement date of the lease and over the shorter period of the
lease term and useful life of the underlying asset. If a lease
transfers ownership of the underlying asset, or the cost of the
right-of-use asset reflects an expectation that the Group will
exercise a purchase option, the related right-of-use asset is
depreciated over the useful life of the underlying asset.
Currently, the Group does not have any leases that include a
purchase option, or transfer ownership of the underlying
asset.
Whenever the Group incurs an obligation for
costs to dismantle and remove a leased asset, restore the site on
which it is located, or restore the underlying asset to the
condition required by the terms and conditions of the lease, a
provision is recognised and measured under IAS 37.
Extension options (or periods after termination
options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated). The
assessment is reviewed if a significant event or a significant
change in circumstances occurs which affects this assessment and
that is within the control of the lessee. During the current
financial period, there have been no changes
in such assessments.
Variable rents that do not depend on an index,
or rate, are not included in the measurement of the lease liability
and the right-of-use asset. The related payments are recognised as
an expense in the period in which the event or condition that
triggers those payments occurs and are included as an expense in
the consolidated statement of profit or loss and comprehensive
income.
1.9
Impairment of non-financial assets
Goodwill is tested annually for impairment. The
carrying amount is allocated to the cash-generating unit (CGU) that
is expected to benefit from investment and which represents the
lowest level at which the goodwill is monitored for internal
management purposes. The carrying value of the CGU is then compared
to the higher of its fair value less costs of disposal and its
value in use. Any impairment attributed to the goodwill is
recognised immediately as an expense and is not subsequently
reversed.
Other assets are tested for impairment whenever
events or changes in circumstances indicate that the carrying
amount might not be recoverable. An impairment loss is
recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount. The recoverable amount is the
higher of an asset's fair value less costs of disposal and value in
use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable
cash inflows which are largely independent of the cash inflows
from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at
the end of each reporting period.
1.10 Cash and
cash equivalents
Cash and cash equivalents include cash at bank
and in hand as well as short-term deposits with original maturities
of three months or less.
1.11 Financial
assets
Recognition and
de-recognition
Financial assets are recognised in the statement
of financial position when the Group becomes party to the
contractual provision of the instrument.
Financial assets are derecognised when the
contractual rights to the cash flows from the financial asset
expire, or when the financial asset and substantially all the risks
and rewards are transferred.
Classification
and initial measurement of financial assets
Except for those trade receivables that do not
contain a significant financing component and are measured at the
transaction price in accordance with IFRS 15, all financial
assets are initially measured at fair value adjusted for
transaction costs (where applicable). Financial assets, other than
those designated and effective as hedging instruments, are
classified into the following categories:
· Amortised
cost;
· Fair value
through profit or loss (FVTPL); and
· Fair value
through other comprehensive income (FVOCI).
In the periods presented, the Group does not
have any material financial assets categorised as FVTPL or FVOCI.
The classification is determined by both:
· The entity's
business model for managing the financial asset; and
· The contractual
cash flow characteristics of the financial asset.
All income and expenses relating to financial
assets that are recognised in profit or loss, where material, are
presented within finance costs, finance income or other financial
items, except for impairment of trade receivables which is
presented within sales, general and administrative
expenses.
Subsequent
measurement of financial assets
Financial
assets at amortised cost
Financial assets are measured at amortised cost
if the assets meet the following conditions (and are not designated
as FVTPL):
· They are held
within a business model whose objective is to hold the financial
assets and collect their contractual cash flows; and
· The contractual
terms of the financial assets give rise to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.
After initial recognition, these are measured at
amortised cost using the effective interest method. Discounting is
omitted where the effect of discounting is immaterial. The Group's
trade and most other receivables (notes 20 and 21) and cash and
cash equivalents (note 22) fall into this category of
financial instruments.
Impairment of
financial assets
Under IFRS 9, the requirements are to use
forward-looking information to recognise expected credit losses -
the 'expected credit loss (ECL) model'. The Group considers a broad
range of information when assessing credit risk and measuring
expected credit losses, including past events, current
conditions, and reasonable and supportable forecasts that affect
the expected collectability of the future cash flows
of the instrument.
1.12 Trade
receivables
Trade receivables are amounts due from customers
for licences sold or services performed in the ordinary course of
business. They are generally due for settlement within 30 days
of the invoice date and are therefore all classified as current.
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment. An impairment loss
is recognised when there is objective evidence that the Group will
not be able to collect all amounts due according to the original
terms of the receivable.
The Group has applied the simplified approach to
measuring expected credit losses, which uses a lifetime
expected loss allowance. To measure the expected credit
losses, trade receivables have been grouped based on days overdue.
The expected impairment loss is recognised in the consolidated
statement of profit or loss and comprehensive income within sales,
general and administrative expenses, and subsequent recoveries are
credited to the same account previously used to recognise the
impairment charge. During the current and prior period, the result
of the above was immaterial and no impairment loss has been
recognised.
The maximum exposure to credit risk at the
reporting date is the carrying value of each class of receivable
mentioned above. The credit qualities of these receivables are
periodically assessed by reference to external credit ratings (if
available) or to historical information about their default rates.
The Group does not hold any collateral as security.
As the total carrying amount of the current
portion of the trade and other receivables is due within the next
12 months after the reporting date, the impact of applying the
effective interest method is not significant and, therefore, the
carrying amount equals the contractual amount or the fair
value initially recognised.
1.13 Property,
plant and equipment
Property, plant and equipment is stated at
historical cost less accumulated depreciation. Historical cost
includes expenditure that is directly attributable to the
acquisition of the item. Depreciation on assets is calculated using
the straight-line method to allocate their cost over their
estimated useful lives, as follows:
· Fixtures and
fittings: 3-10 years
· IT equipment: 2-5
years
The assets' residual values and useful lives are
reviewed and adjusted if necessary at each reporting date. An
asset's carrying amount is written down immediately to its
recoverable amount if the asset's carrying amount is greater than
its estimated recoverable amount. Repairs and maintenance are
charged to the consolidated statement of profit or loss and
comprehensive income as incurred. Any gains or losses on disposals
are recognised within sales, general and administrative expenses in
the consolidated statement of profit or loss and comprehensive
income unless otherwise specified.
Property, plant and equipment are reviewed for
impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the asset's carrying amount
exceeds its recoverable amount, which is the higher of an asset's
fair value less costs to sell and value in use. For the purpose of
assessing impairment, assets are grouped at the lowest levels for
which there are separately identifiable cash flows.
1.14 Goodwill
and other intangible assets
Goodwill
Goodwill arose on the acquisition of
subsidiaries in 2012 as part of a group reorganisation and
represents the excess of the consideration transferred over the
fair value of the identifiable assets acquired and the
liabilities and contingent liabilities assumed.
The Group assesses whether goodwill has suffered
any impairment on an annual basis in accordance with the accounting
policy stated in note 1.9 above. There is one CGU, being
the Group, as its geographical operations do not have separate or
distinct cash inflows. The recoverable amount of goodwill has been
determined based on value-in-use calculations using cash flow
projections from financial budgets and forecasts.
Budgeted cash flow projections are based on the
expectation of signing new customers in the Group's sales pipeline
as well as ongoing projects with existing customers. Budgeted gross
margin is based on historical evidence and the expectations of
market development and efficiency leverage. Management believes
that any reasonable change in any of the key assumptions on
which the recoverable amount is based would not cause the
reported carrying amount to exceed the recoverable amount of
the CGU. The discount rate used reflects the Group's pre-tax
weighted average cost of capital (WACC), as adjusted
for region-specific risks and other factors as
required by IFRS.
Intangible
assets
Internally generated product development costs
only qualify for capitalisation if the Group can demonstrate all of
the following:
· The technical
feasibility of completing the intangible asset so that it will be
available for use or sale, its intention to complete the
intangible asset and use or sell it;
· Its ability to
use or sell the intangible asset, including how the intangible
asset will generate probable future economic benefits;
· The existence of
a market or, if it is to be used internally, the usefulness of the
intangible asset;
· The availability
of adequate technical, financial and other resources to complete
the development and to use or sell the
intangible asset; and
· Its ability to
measure reliably the expenditure attributable to the intangible
asset during development.
Commercial viability of new products, modules or
capabilities is generally not proven until the major high-risk
development issues have been resolved through testing of the
specific development. Development expenditure incurred on minor or
major upgrades, or other changes in software functionality, does
not satisfy the criteria, where it is considered that the product
is not substantially new in its design or functional
characteristics. Such expenditure is therefore recognised as an
expense. See note 15 for disclosure of development costs which have
met the criteria of IAS 38 for recognition. The Group continually
assesses the eligibility of development costs for capitalisation on
a project-by-project basis.
Externally acquired intangible assets are
initially recorded at historical cost. Historical cost includes
expenditure that is directly attributable to the acquisition of the
item.
The Group amortises intangible assets with a
limited useful life, using the straight-line method over the
following periods:
· Computer
software: licence period or 10 years as applicable
· Internally
generated software: 3-5 years
Amortisation is presented within sales, general
and administrative expenses.
Research and development costs which do not meet
the criteria set out above are recognised as an expense when
incurred. Development costs previously recognised as an expense are
not recognised as an asset in subsequent periods.
1.15 Trade and
other payables
Trade payables are obligations to pay for goods
or services which have been acquired in the ordinary course of
business from suppliers. Trade payables are recognised initially at
fair value and subsequently measured at amortised costs using the
effective interest rate method. As the total carrying amount is due
within the next 12 months from the reporting date, the impact of
applying the effective interest method is not significant and,
therefore, the carrying amount equals the contractual amount
or the fair value initially recognised.
The Group's financial liabilities include trade
and other payables and lease liabilities. Financial liabilities are
initially measured at fair value, and, where applicable,
adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost
using the effective interest method. All interest-related charges
and, if applicable, changes in an instrument's fair value
that are reported in profit or loss are included within finance
costs or finance income. The Group derecognises financial
liabilities when, and only when, the Group's obligations are
discharged, cancelled or expired.
Trade and other payables and lease liabilities
are classified as current liabilities if payment is due within one
year or less. If not, they are presented as non-current
liabilities.
1.16
Provisions
Provisions are recognised when the Group has a
present legal or constructive obligation as a result of past
events, it is more likely than not that an outflow of
resources will be required to settle the obligation and a reliable
estimate of the amount can be made. When the effect of the
discounting is material, provisions are measured at the present
value of the expenditures expected to be required to settle the
obligation.
1.17 Employee
benefits
The Group provides a range of benefits to
employees, including paid holiday arrangements and defined
contribution pension plans.
Short-term
benefits
Short-term benefits, including health cover and
other similar non-monetary benefits, are recognised as an expense
in the period in which the service is received.
Post-employment
benefits
The Group operates various defined contribution
plans for its employees. A defined contribution plan is a pension
plan where the Group pays fixed contributions into a separate
independent entity. The Group has no legal or constructive
obligation to pay further contributions if the fund does not hold
sufficient assets to pay all employees the benefits relating to the
employee's service in the current and prior
periods.
Employee share
scheme expense
The Group makes equity-settled share-based
payments to certain employees, which are measured at fair value at
the date of grant and expensed on a straight-line basis over
the vesting period, based on the Group's estimate of shares that
will eventually vest. For those share schemes with market-related
vesting conditions, the fair value is determined using the Monte
Carlo model at the grant date. For share options issued with EPS
(non-market) performance vesting conditions, the fair value of the
underlying vehicle is equal to the grant date share price
discounted by the expected dividend yield to reflect the lack of
dividend accrual over the vesting period. For all other share
awards, those with pure employment conditions attached, the fair
value is determined by reference to the market value of the shares
at the grant date or (where they have an exercise price)
by using the Black Scholes model. For all share schemes with
non-market vesting conditions, the likelihood of vesting has been
taken into account when determining the relevant charge. Vesting
assumptions are reviewed during each reporting period to ensure
they reflect current expectations.
1.18
Equity
Ordinary
shares
Ordinary shares are classified as equity. There
are no restrictions on the distribution of capital and the
repayment of capital.
Cumulative
translation reserve
Exchange differences arising on translation of
foreign subsidiaries are recognised in other comprehensive income
and accumulated in a separate reserve within equity. The
cumulative amount would be reclassified to profit or loss if the
entity was disposed of.
Own
shares
Own shares represent the shares of the parent
company Alfa Financial Software Holdings PLC that are either held
by the employee benefit trust, or acquired by the Group as part of
its share buy-back programme (see note 28).
Own shares are recorded at cost and deducted
from equity.
1.19 Earnings
per share
Basic earnings
per share
Basic earnings per share is calculated by
dividing the profit attributable to equity holders of Alfa by
the weighted average number of ordinary shares outstanding
during the year (excluding own shares held).
Diluted
earnings per share
Diluted earnings per share is calculated in line
with the basic earnings per share calculation above except that the
weighted average number of shares includes all potentially
dilutive options granted by the reporting date as if those options
had been exercised on the first day of the accounting period
or the date of the grant, if later. The shares have no right to
voting or to dividends while held in trust.
2.
Critical accounting judgements, estimates and
assumptions
The preparation of financial statements requires
the use of accounting estimates which, by definition, will seldom
equal the actual results. Management also needs to exercise
judgement in applying the Group's accounting policies.
This note provides an overview of the areas that
involved a higher degree of judgement or complexity, and of items
which are more likely to be materially adjusted in future
periods due to estimates and assumptions turning out to be wrong.
Detailed information about each of these estimates and
judgements is included in other notes, together with information
about the basis of calculation for each affected line item in
the financial statements.
2.1
Critical judgements in applying the Group's accounting
policies
Revenue
recognition - Assessing performance obligations
The Group is required to make an assessment as
to whether the implementation process, which includes customised
licence and implementation revenue streams as well as any
maintenance fees during this phase, forms one or a number of
performance obligations. Since the residual value method is used
for the customised licence revenue (as explained in note 1.5), the
estimation of fair value of implementation revenue
will impact the contract consideration assigned to the
customised licence.
In addition, the Group is also required to make
an assessment as to whether each contract contains an expectation
to deliver multiple separate instances of the customised licence
which may form separate groups of distinct performance obligations.
In doing the above, the Group assesses each software
implementation contract as to whether the underlying software
requires significant modification or customisation by the
Group in order to meet the customer's requirements before Alfa
Systems can be utilised by the customer. Therefore, judgement is
required in determining which efforts relate to the implementation
process and which efforts could be determined to be
development services which change or enhance the underlying code.
In making this judgement, the Group assesses the contractual terms
and the original project plan for the implementation but also uses
historical evidence of what constitutes core implementation
work.
Internally
generated software development - Assessing whether a project meets
criteria of IAS 38
The Group is required to make an assessment of
each ongoing project in order to determine at what stage (if at
all) a project meets the criteria outlined in the Group's
accounting policies. Such assessment may, in certain circumstances,
require significant judgement. In making this judgement, the Group
evaluates, amongst other factors, the stage at which technical
feasibility has been achieved, management's intention to complete
and use or sell the product, the likelihood of success, the
availability of technical and financial resources to complete the
development phase and management's ability to measure reliably the
expenditure attributable to the project. Research and product
development expenditure incurred on minor or major upgrades, or
other changes in software functionality, does not satisfy the
criteria where it is considered that the product is not
substantially new in its design or functional characteristics.
Such expenditure is therefore recognised as an expense.
2.2
Key sources of estimation uncertainty
Revenue
recognition - Estimates feeding through to the customised
licence
The customised licence and its associated
material right are both impacted by the following
estimates:
· Assigning a
stand-alone selling price for implementation services day rates:
the Group assesses the value of the implementation services
delivered by assessing the effective day rate for an implementation
contract, taking into account all revenue streams from
implementation contracts against day rates of similar projects in
the same geographies;
· Estimating the
appropriate life of customer relationship: the Group calculates the
material right deferral of the customised licence based on the
total customer relationship life. This is also the time over which
the material right will be spread; and
· Determining the
split of maintenance amount between support efforts and right to
use: the Group must estimate what percentage of the total
maintenance fee relates to the customised licence.
A change to the stand-alone selling price for
implementation services to the effective day rate, or an increase
in expected customer life by a year, or a 10% variance in the split
of maintenance amount between support efforts and right to use,
results in an impact on revenue for the year of up to an
increase/decrease of £0.1m.
3.
Financial risk management
In common with all other businesses, the Group
is exposed to risks that arise from its use of financial
instruments. This note describes the Group's objectives, policies
and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these
risks is presented throughout these financial
statements.
Area
|
Exposure arising from
|
Measurement
|
Management
|
Market risk - foreign exchange
|
Contracted revenue and costs denominated in a
currency other than the entity's functional currency; and
Monetary assets and liabilities denominated in a currency
other than the entity's functional currency.
|
Cash flow forecasting and foreign exchange
sensitivity
|
Natural hedging from localised cost base
and conversion of foreign currency cash balances into
pounds sterling Use of forward contracts to manage some of the
foreign exchange risk (these are not hedge
accounted)
|
Credit risk - cash balances
|
Cash and cash equivalents
|
Credit ratings
|
Diversification of
bank deposits
|
Credit risk - customer receivables
|
Trade receivables and
accrued income
|
Ageing analysis Credit ratings
|
Credit checks and contractual payment
terms
|
Liquidity
|
Cash and cash equivalents
|
Daily cash reporting
|
Cash forecasting and managing maturity of cash
deposits
|
The Group's overall risk management policy
focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Group's financial
performance. The Group has used financial instruments to hedge
certain risk exposures in the past. Risk management is carried out
by the finance function under policies approved by the Board. The
finance function identifies, evaluates and mitigates financial
risks when deemed necessary.
The Group's objectives when managing capital are
to safeguard the Group's ability to continue as a going concern, so
that it can provide returns for shareholders and benefits for other
stakeholders, and maintain an optimal capital structure.
3.1
Foreign exchange risk
The Group operates internationally and is
exposed to foreign exchange risks arising from various currencies,
primarily with respect to those described below. Revenue is
predominantly denominated in pounds sterling and US dollars.
Operating costs are influenced by the currencies of the
countries where the Group's subsidiaries are based, and pounds
sterling and the US dollar are the currencies in which most
operating costs are denominated.
The split by currency in relation to trade
receivables is set out in note 20.
The Group's exposure to foreign currency risk in
relation to revenue is set out in note 5.4.
The Group utilised forward contracts in both
2023 and 2022 to hedge against foreign currency exposure. The Group
has one outstanding commercial foreign exchange contract at 31
December 2023 with a fair value of £0.2m (2022: none outstanding).
No hedge accounting has been applied in the year.
A 10% increase in the USD:GBP exchange rate in
the year ended 31 December 2023 would have increased revenue and
profit by 3% and 6% respectively (2022: 4% and 8%
respectively). Management believes that 10% is a reasonable
sensitivity given historical exchange rate movement.
3.2
Credit risk
a.
Credit risk related to transactions with financial
institutions
Credit risk with financial institutions is
managed by the Group's finance function in accordance with
a Board-approved treasury policy. Management is not aware of
any significant risks associated with financial institutions as a
result of cash and cash equivalents deposits (including
short-term investments) and financial derivative
transactions.
b.
Credit risks related to customer trade
receivables
Significant financial difficulties of the
debtor, probability that the debtor will enter bankruptcy or
financial reorganisation, change of strategy and default or
delinquency in payments are considered indicators that a trade
receivable could be impaired. Given the complexity, the size and
the length of certain software implementation of related projects,
a delay in the settlement of an open trade receivable does not
necessarily constitute objective evidence that the trade receivable
is irrecoverable.
The Group's customer base predominantly consists
of large financial institutions that are financially sound. The
responsibility for customer credit risk management rests with
management of the Group. Payment terms are set in accordance with
practices in the different geographies and end-markets served,
typically being 30 days from the date of the invoice. Trade
receivables are actively monitored and managed. Collection risk is
mitigated through prompt submission of invoices. Historically,
there has been a de minimis level of customer default as a result
of the long history of dealing with the Group's customer base and
an active credit monitoring function. Where applicable, credit
limits may be established based on internal or external rating
criteria, which take into account such factors as the
financial condition of the customers, their credit history and the
risk associated with their industry segment.
The Group applies the IFRS 9 simplified approach
to measuring expected credit losses, which uses a lifetime
expected loss allowance for all trade receivables and accrued
income. To measure the expected credit losses, trade receivables
and accrued income have been grouped based on shared credit risk
characteristics and the days past due. The accrued income relates
to unbilled work in progress and has substantially the same risk
characteristics as the trade receivables for the same types of
contracts, other than where the Group has collected upfront
payments in the form of licence fees at the start of a software
implementation contract.
The expected loss rates of trade receivables are
based on the payment profiles of customer invoices over a period of
36 months before 31 December 2023 (2022: 31 December 2022),
and the corresponding historical credit losses experienced within
this period. The historical loss rates are then adjusted to
reflect current or forward-looking information in relation to any
macroeconomic factors affecting the ability of the customers to
settle the receivables. The same approach is applied to both trade
receivables and accrued income expected credit loss
provisions.
The Group has not identified any current factors
or forward-looking information which would be relevant to the
historical loss rates. Therefore, on this basis, the loss allowance
as at 31 December 2023 and 31 December 2022 was immaterial for
both trade receivables and accrued income.
See note 20 - Trade receivables for the ageing
of trade receivables and significant customer credit risk
exposure.
3.3
Liquidity risk
The Group's principal objectives when managing
capital are to ensure that funds are available to support its
growth strategy and to safeguard the Group's ability to continue as
a going concern.
The capital structure of the Group consists of
cash and cash equivalents (note 22) and equity attributable to
equity holders of the parent.
Liquidity risk is the risk that the Group will
not be able to meet its financial obligations as they fall
due.
The Group manages its exposure to liquidity risk
through short and long-term forecasts and by seeking to align the
maturity profiles of its financial assets with its financial
liabilities. The Group's policy is to maintain an adequate level of
liquidity to meet its liabilities expected to be settled in the
short or near term, under both normal and stressed
conditions.
The following table details the remaining
contractual maturity of the Group's financial liabilities.
The amounts disclosed in the table are the contractual
undiscounted cash flows.
|
|
31 December
2023
|
£m
|
Total
|
Less than
6 months
|
Between
6 to 12 months
|
Between
1 to 2 years
|
Between
2 to 5 years
|
More than
5 years
|
Trade and other payables
|
8.0
|
8.0
|
-
|
-
|
-
|
-
|
Lease liabilities - future lease
payments
|
9.3
|
0.8
|
0.9
|
1.6
|
4.6
|
1.4
|
|
|
|
31 December 2022
|
£m
|
Total
|
Less than
6 months
|
Between
6 to 12 months
|
Between
1 to 2 years
|
Between
2 to 5 years
|
More than
5 years
|
Trade and other payables
|
7.6
|
7.6
|
-
|
-
|
-
|
-
|
Lease liabilities - future lease
payments
|
10.9
|
0.9
|
0.9
|
1.7
|
4.6
|
2.8
|
4.
Segments and principal activities
4.1
Revenue by stream
The Group assesses revenue by type of activity,
being Subscription, Software and Services, as summarised
below:
£m
|
2023
|
2022
|
Subscription
|
31.8
|
27.4
|
Software
|
15.6
|
16.3
|
Services
|
54.6
|
49.6
|
Total
revenue
|
102.0
|
93.3
|
4.2
Non-current assets geographical information
Non-current assets attributable to each
geographical market:
£m
|
2023
|
2022
|
UK
|
35.7
|
34.4
|
USA
|
1.0
|
1.2
|
Rest of World
|
0.1
|
0.3
|
Total
non-current assets
|
36.8
|
35.9
|
Revenue by geographical market is contained
within note 5.3. The table above excludes deferred tax assets
for both 2023 and 2022.
5.
Revenue from contracts with customers
5.1
Customer concentration
There were no customers with revenue accounting
for more than 10% of total revenue in the current year. In the
prior year, one customer had revenue accounting for 11% of total
revenue.
5.2
Timing of revenue
The Group derives revenue from the transfer of
goods and services as follows over time and at a point in time
in the following revenue segments:
2023
£m
|
Subscription
|
Software
|
Services
|
Total
revenue
|
At a point in time - time and
materials
|
-
|
9.8
|
39.3
|
49.1
|
At a point in time - fixed price
|
-
|
0.5
|
-
|
0.5
|
Over time - time and materials
|
-
|
3.5
|
15.3
|
18.8
|
Over time - fixed price
|
31.8
|
1.8
|
-
|
33.6
|
Total
revenue
|
31.8
|
15.6
|
54.6
|
102.0
|
2022
£m
|
Subscription
|
Software
|
Services
|
Total
revenue
|
At a point in time - time and
materials
|
-
|
8.9
|
33.1
|
42.0
|
At a point in time - fixed price
|
-
|
0.4
|
0.4
|
0.8
|
Over time - time and materials
|
-
|
6.1
|
16.1
|
22.2
|
Over time - fixed price
|
27.4
|
0.9
|
-
|
28.3
|
Total
revenue
|
27.4
|
16.3
|
49.6
|
93.3
|
All goods and services are sold directly to
customers.
5.3
Revenue geographical information
Revenue attributable to each geographical market
based on where the customer mainly utilises its instance of Alfa,
or where the service is rendered, is as follows:
£m
|
2023
|
2022
|
UK
|
38.1
|
31.0
|
USA
|
33.6
|
33.6
|
Rest of EMEA (excl. UK)
|
23.1
|
21.3
|
Rest of World
|
7.2
|
7.4
|
Total
revenue
|
102.0
|
93.3
|
5.4
Revenue by currency
Revenue by contractual currency is as
follows:
£m
|
2023
|
2022
|
GBP
|
46.3
|
39.0
|
USD
|
34.6
|
34.3
|
Euro
|
13.9
|
12.6
|
Other
|
7.2
|
7.4
|
Total
revenue
|
102.0
|
93.3
|
5.5
Liabilities from contracts with customers
£m
|
2023
|
2022
|
Contract liabilities - deferred licence and
fees
|
8.0
|
8.6
|
Contract liabilities - deferred
maintenance
|
6.2
|
6.2
|
Total contract
liabilities
|
14.2
|
14.8
|
Contract
liabilities - deferred licence
Where a customer purchases a perpetual software
licence, this is generally invoiced upfront at the commencement of
the implementation project. Customers generally require additional
development efforts over the life of the implementation project
in order to customise the underlying code within Alfa Systems.
Together, these two elements form the Group's customised licence
performance obligation. The fair value of this performance
obligation is determined using the residual method as set out in
note 1.5.2 and this fair value is recognised as the
development effort is expended, on a percentage-of-completion
basis.
As such, the deferred licence contract liability
balance as at 31 December 2023 and 31 December 2022 represents any
amounts received in advance for the customised licence
performance obligation being satisfied (including any unrecognised
software licence amounts that were received upfront).
Additionally, where an option over the right to use Alfa Systems in
the future exists, the value of this is also included within the
deferred licence contract liability. The contract liability
relating to the material right value is increased over the life of
the implementation project in line with the percentage of
completion of the development efforts and then released on a
straight-line basis over the expected remaining customer life post
completion of the implementation project.
The deferred licence contract liability balance
will increase during the year as a result of:
· Any new upfront
software licence payments;
· Any write back in
previously recognised revenue as a result of project extensions or
re-plans;
· Decreasing
percentage of completion of development efforts; and
· Any additional
material right balances that are added during the year.
The deferred licence contract liability balance
will decrease during the year as a result of:
· Increasing
percentage of completion of development efforts; and
· Any release of
material right balances following the completion of the
implementation project.
Contract
liabilities - deferred maintenance
The majority of the Group's customers are
invoiced annually in advance for the maintenance and support
service provided by the Group. As such, the deferred maintenance
contract liability balance will increase as a result of billing and
invoices becoming due, and will decrease as the Group
satisfies its associated performance obligations. The deferred
maintenance contract liability balance as at 31 December 2023
and 31 December 2022 therefore represents the Group's unsatisfied
period maintenance performance obligation for which the
revenue has been invoiced in advance.
5.6
Unsatisfied performance obligations
During 2020, the Group entered into a new
one-off five-year contract with a customer to renew its software
licence and maintenance agreements. The total amount of the
contract price from this non-cancellable contract that relates to
the performance obligations that are unsatisfied at 31 December
2023 is £4.0m (2022: £6.2m). We expect to recognise £2.2m in the
next financial year and then the remaining £1.8m in the final
financial year of the contract, being 2025.
In addition, the Group has unsatisfied or
partially satisfied performance obligations at 31 December 2023
that relate to the licence customisation for those customers that
have ongoing implementation projects. This performance obligation
includes the delivery of the related software licence and
any development efforts which will change the underlying code.
Linked to certain of these ongoing and future projects, and
also to certain implementation projects completed during 2023, the
Group also has unsatisfied or partially satisfied performance
obligations at 31 December 2023 that relate to the option over the
right to use Alfa Systems, and in particular any material right in
respect of discounts to be received by customers in future
periods.
The above includes certain amounts recognised as
contract liabilities. The transaction price allocated to these
unsatisfied or partially satisfied performance obligations as at 31
December 2023 is £9.4m (2022: £11.0m). This amount is expected to
be recognised over the remaining life of the implementation
projects, in respect of the licence and development efforts, and
over the expected customer life (following the completion of the
implementation project) in respect of the option over the right to
use Alfa Systems. Of the £9.4m, it is expected that £2.0m will be
recognised in 2024, with the remainder being recognised in
subsequent years.
These unsatisfied or partially satisfied
performance obligations are based on management's best judgement
and may be impacted in the future by a number of factors
including:
· Any possible
contract modifications;
· Currency
fluctuations;
· External market
factors; and
· Changes to the
overall forecast project plan including the overall life of the
implementation project and any required
development efforts.
The Group applies the practical expedient in
paragraph 121 of IFRS 15 and does not disclose information about
the unsatisfied performance obligations that have original expected
durations of one year or less. This includes those performance
obligations linked to ongoing services for all project types
(i.e. subscription, software and services).
The Group also applies the practical expedient
in paragraph B16 of IFRS 15 and does not disclose the amount of the
transaction price allocated to the unsatisfied contract
performance obligations where consideration will be received
directly corresponding to the value of the performance
obligation in the future and this consideration aligns to the value
received to date for the corresponding performance obligation. This
includes those performance obligations linked to our software
implementation services.
The disclosures above for unsatisfied or
partially satisfied performance obligations are not relevant to our
subscription performance obligations as these are typically
satisfied on a monthly basis in line with the termination rights of
the customers (see note 1.5.6).
The Group has variable consideration in the form
of contract banding for its licence and maintenance volumes. It is
included it in the transaction price only to the extent that it is
highly probable that a significant reversal of revenue will not
occur when the uncertainty associated with the variable
consideration is subsequently resolved.
6.
Operating profit
The following items have been included in
arriving at operating profit in the table below:
£m
|
2023
|
2022
|
Research and development costs
|
3.1
|
2.2
|
Depreciation of property, plant and
equipment
|
0.6
|
0.5
|
Depreciation of right-of-use lease
assets
|
1.2
|
1.7
|
Amortisation of intangible assets
|
0.7
|
0.8
|
Foreign exchange loss / (gain)
|
0.1
|
(1.1)
|
Forward foreign exchange contracts
(gain)
|
(0.4)
|
-
|
Share-based payments (including social security
contributions)
|
1.6
|
1.8
|
RDEC tax credit*
|
(0.5)
|
-
|
Costs related to possible offers **
|
0.6
|
-
|
*The RDEC tax credit of £0.5m has been presented
within 'Other Income'. See note 1.7.
**Costs related to possible offers of £0.6m were
incurred in 2023 (2022: nil). These related to legal fees and
expenses incurred as a result of two possible offers from private
equity firms.
7.
Personnel-related costs
£m
|
2023
|
2022
|
Wages and salaries
|
38.5
|
34.8
|
Social security contributions (on wages and
salaries)
|
5.1
|
4.4
|
Pension costs
|
3.2
|
2.6
|
Profit share pay*
|
3.8
|
3.5
|
Share-based payments**
|
1.6
|
1.8
|
Total
employment costs
|
52.2
|
47.1
|
*Profit share pay refers to a pool of money
(that equates to approximately 10% of the Group's pre-tax profits)
which is shared amongst the employees, excluding Directors and
some other senior managers, as a percentage of basic salary. The
amount disclosed includes the related
social security contributions.
**This includes the related social security
contributions.
Average
monthly number of people employed based on location of home
office
(including Executive Directors)
|
2023
|
2022
|
UK
|
334
|
307
|
USA
|
86
|
75
|
Rest of World
|
43
|
38
|
Total average
monthly number of people employed
|
463
|
420
|
At 31 December 2023, the Group had 475 employees
(2022: 441).
8.
Key management
Key management compensation (including
Directors):
£m
|
2023
|
2022
|
Wages, salaries and short-term
benefits
|
2.1
|
2.7
|
Social security contributions
|
0.2
|
0.3
|
Post-employment benefits
|
-
|
0.1
|
Share-based payments*
|
1.0
|
1.1
|
Total key
management compensation
|
3.3
|
4.2
|
*This includes the related social security
contributions.
Key management personnel consist of the Company
Leadership Team and the Executive and Non-Executive Directors.
Directors' remuneration is detailed in the Remuneration
Report.
9.
Auditor's remuneration
The Group obtained the following services from
the Group's auditor as detailed below:
£m
|
2023
|
2022
|
Audit
fees
|
|
|
RSM UK Audit
LLP
|
|
|
Audit of the consolidated financial
statements
|
0.2
|
0.2
|
Audit of subsidiaries
|
0.2
|
0.2
|
Total audit
fees
|
0.4
|
0.4
|
Audit-related
assurance fees
|
|
|
Review of interim financial report
|
0.1
|
0.1
|
Total
audit-related assurance fees
|
0.1
|
0.1
|
Non-audit
services
|
-
|
-
|
Total audit
and non-audit-related services
|
0.5
|
0.5
|
10.
Finance income and expense
£m
|
2023
|
2022
|
Finance
income
|
|
|
Interest income on cash or short-term bank
deposits
|
0.3
|
-
|
£m
|
Note
|
2023
|
2022
|
Finance
expense
|
|
|
|
Interest on lease liabilities
|
24
|
(0.4)
|
(0.6)
|
Other interest expense
|
|
(0.1)
|
-
|
Total finance
expense
|
|
(0.5)
|
(0.6)
|
11.
Income tax expense
Analysis of charge for the year
£m
|
2023
|
2022
|
Current tax:
|
|
|
Current tax on profit for the year
|
6.1
|
5.2
|
Adjustment in respect of prior years
|
(1.2)
|
(1.4)
|
Foreign tax on profit of subsidiaries for the
current year
|
0.5
|
0.3
|
Current
tax
|
5.4
|
4.1
|
Deferred tax:
|
|
|
Origination and reversal of temporary
differences
|
0.7
|
0.2
|
Adjustment in respect of prior years
|
-
|
0.1
|
Deferred
tax
|
0.7
|
0.3
|
Total tax
charge in the year
|
6.1
|
4.4
|
The effective tax rate for the year is lower
(2022: lower) than the standard rate of corporation tax in the UK.
The effective tax rate for the year ended 31 December 2023 was
20.6% (2022: 15.2%). The effective tax rate for the year is
impacted by favourable adjustments in respect to prior years
totalling £1.2m (2022: £1.3m), due predominately to the benefit of
the R&D claim for 2022 (2022: due to the benefit of the
R&D claim for 2021 of £0.9m and favourable adjustments in
respect to prior year provisions of £0.4m). As the Group is now
required to claim relief for R&D under the UK RDEC regime, no
tax rate benefit will be expected in the future (the tax benefit is
instead reflected in lower cash tax payable) and, as a consequence,
the effective tax rate will trend towards the UK statutory
tax rate.
The overall tax charge for the year is
reconciled as follows:
Analysis of charge for the year
£m
|
2023
|
2022
|
Profit on ordinary activities before
taxation
|
29.6
|
28.9
|
Profit on ordinary activities at the standard
rate of corporation tax - 23.5% (2022: 19.0%)
|
7.0
|
5.5
|
Tax effects of:
|
|
|
Effect of different tax rates of subsidiaries
operating in other jurisdictions
|
-
|
0.1
|
Adjustment in respect of prior years
|
(1.2)
|
(1.3)
|
Impact of disallowable items
|
0.2
|
-
|
Other
|
0.1
|
0.1
|
Total tax
charge for the year
|
6.1
|
4.4
|
The rate of UK corporation tax increased from
19% to 25% with effect from April 2023. The blended rate of
UK corporation tax for 2023 is therefore 23.5%.
12.
Earnings per share
|
2023
|
2022
|
Profit attributable to equity holders of Alfa
(£m)
|
23.5
|
24.5
|
Weighted average number of shares outstanding
during the year
|
294,462,166
|
296,309,874
|
Basic earnings per share (pence per
share)
|
7.99
|
8.24
|
Weighted average number of shares outstanding
including potentially dilutive shares
|
298,119,816
|
302,038,789
|
Diluted earnings per share (pence per
share)
|
7.90
|
8.09
|
The weighted average number of ordinary shares
in issue excludes 5,537,834 (2022: 3,690,126) shares, being the
weighted average number of shares held by the Group under the
employee benefit trust, and in Treasury as a result of the share
buy-back programme (that completed in June 2023). The weighted
average diluted number of ordinary shares outstanding, including
share awards, uses an average of 3,657,650 (2022: 5,728,914)
dilutive ordinary shares.
13.
Financial assets and liabilities
£m
|
Note
|
2023
|
2022
|
Financial
assets
|
|
|
|
Financial assets at amortised cost:
|
|
|
|
Trade receivables
|
20
|
5.6
|
8.9
|
Other financial assets at amortised
cost
|
21
|
4.9
|
6.7
|
Cash and cash equivalents
|
22
|
21.8
|
18.7
|
Total
financial assets
|
|
32.3
|
34.3
|
Financial
liabilities
|
|
|
|
Financial liabilities at amortised
cost:
|
|
|
|
Trade and other payables
|
23
|
8.0
|
7.6
|
Lease liabilities
|
24
|
8.2
|
9.3
|
Total
financial liabilities
|
|
16.2
|
16.9
|
14.
Goodwill
£m
|
2023
|
2022
|
Cost
|
|
|
At 1 January
|
24.7
|
24.7
|
At 31
December
|
24.7
|
24.7
|
The recoverable amount of goodwill has been
determined based on value-in-use calculations using cash flow
projections from financial budgets and forecasts for a five-year
period using a pre-tax discount rate of 10.4% (2022: 12.2%) which
is based on the CGU's weighted average cost of capital. Cash flows
beyond these periods have been extrapolated using a steady 2.7%
(2022: 2.5%) average growth rate which is reflective of
management's best estimate at the time. Management believes that
any reasonable change in any of the key assumptions on which the
recoverable amount is based would not cause the reported carrying
amount to exceed the recoverable amount of the CGU.
15.
Other intangible assets
£m
|
Computer
software
|
Internally
generated
software
|
Total
|
Cost
|
|
|
|
At 1 January 2022
|
1.6
|
3.1
|
4.7
|
Additions
|
0.1
|
1.5
|
1.6
|
Disposals
|
-
|
(0.3)
|
(0.3)
|
At 31 December 2022
|
1.7
|
4.3
|
6.0
|
Amortisation
|
|
|
|
At 1 January 2022
|
0.9
|
1.4
|
2.3
|
Charge for the period
|
0.1
|
0.7
|
0.8
|
Disposals
|
-
|
-
|
-
|
At 31 December 2022
|
1.0
|
2.1
|
3.1
|
Net book
value
|
|
|
|
At 31 December 2022
|
0.7
|
2.2
|
2.9
|
Cost
|
|
|
|
At 1 January 2023
|
1.7
|
4.3
|
6.0
|
Additions
|
-
|
2.8
|
2.8
|
At 31 December
2023
|
1.7
|
7.1
|
8.8
|
Amortisation
|
|
|
|
At 1 January 2023
|
1.0
|
2.1
|
3.1
|
Charge for the period
|
0.1
|
0.6
|
0.7
|
At 31 December
2023
|
1.1
|
2.7
|
3.8
|
Net book
value
|
|
|
|
At 31 December
2023
|
0.6
|
4.4
|
5.0
|
Significant
movement in other intangible assets
During 2023, Alfa developed new internally
generated software at a cost of £2.8m (2022: £1.5m).
This software will be amortised over three to five
years.
The total research and product development
expense for the period was £3.1m (2022: £2.2m).
16.
Property, plant and equipment
£m
|
Fixtures and
fittings
|
IT
equipment
|
Total
|
Cost
|
|
|
|
At 1 January 2022
|
1.2
|
3.5
|
4.7
|
Additions
|
0.4
|
0.3
|
0.7
|
Disposals
|
(0.1)
|
-
|
(0.1)
|
At 31 December 2022
|
1.5
|
3.8
|
5.3
|
Depreciation
|
|
|
|
At 1 January 2022
|
0.8
|
3.1
|
3.9
|
Charge for the year
|
0.2
|
0.3
|
0.5
|
Disposals
|
(0.1)
|
-
|
(0.1)
|
At 31 December 2022
|
0.9
|
3.4
|
4.3
|
Net book
value
|
|
|
|
At 31 December 2022
|
0.6
|
0.4
|
1.0
|
Cost
|
|
|
|
At 1 January 2023
|
1.5
|
3.8
|
5.3
|
Additions
|
0.1
|
0.5
|
0.6
|
Disposals
|
-
|
(1.1)
|
(1.1)
|
At 31 December
2023
|
1.6
|
3.2
|
4.8
|
Depreciation
|
|
|
|
At 1 January 2023
|
0.9
|
3.4
|
4.3
|
Charge for the year
|
0.2
|
0.4
|
0.6
|
Disposals
|
-
|
(1.1)
|
(1.1)
|
At 31 December
2023
|
1.1
|
2.7
|
3.8
|
Net book
value
|
|
|
|
At 31 December
2023
|
0.5
|
0.5
|
1.0
|
17.
Right-of-use assets
£m
|
Motor
vehicles
|
Property
|
Total
|
Cost
|
|
|
|
At 1 January 2022
|
0.4
|
19.2
|
19.6
|
Additions
|
0.1
|
-
|
0.1
|
Disposals
|
-
|
(8.3)
|
(8.3)
|
At 31 December 2022
|
0.5
|
10.9
|
11.4
|
Depreciation
|
|
|
|
At 1 January 2022
|
0.2
|
5.0
|
5.2
|
Charge for the year
|
0.1
|
1.6
|
1.7
|
Disposals
|
-
|
(2.6)
|
(2.6)
|
At 31 December 2022
|
0.3
|
4.0
|
4.3
|
Net book
value
|
|
|
|
At 31 December 2022
|
0.2
|
6.9
|
7.1
|
Cost
|
|
|
|
At 1 January 2023
|
0.5
|
10.9
|
11.4
|
Additions
|
0.2
|
-
|
0.2
|
At 31 December
2023
|
0.7
|
10.9
|
11.6
|
Depreciation
|
|
|
|
At 1 January 2023
|
0.3
|
4.0
|
4.3
|
Charge for the year
|
0.2
|
1.0
|
1.2
|
At 31 December
2023
|
0.5
|
5.0
|
5.5
|
Net book
value
|
|
|
|
At 31 December
2023
|
0.2
|
5.9
|
6.1
|
The disposal in 2022 relates to the assignment
of the lease to the 9th floor of Moor Place, 1 Fore Street Avenue,
London. Refer to note 32.3.
The Group recognised the following amounts in
the consolidated statement of profit or loss and comprehensive
income in relation to leases under IFRS 16:
£m
|
2023
|
2022
|
Depreciation
|
(1.2)
|
(1.7)
|
Interest expense
|
(0.4)
|
(0.6)
|
Short-term lease expense
|
(0.1)
|
(0.2)
|
Sub-lease
rentals
One of the leased properties was being
sub-leased to tenants under operating leases, with rentals payable
quarterly. This sub-lease ended during 2022. Minimum lease payments
receivable on these sub-leases of property are as
follows:
£m
|
2023
|
2022
|
Within one year
|
-
|
-
|
Later than one year but not later than five
years
|
-
|
-
|
Later than five years
|
-
|
-
|
Total
sub-lease payments receivable
|
-
|
-
|
Income from sub-lease in the year
|
-
|
0.5
|
18.
Deferred income tax
The provision for deferred tax consists of the
following deferred tax assets/(liabilities) relating to accelerated
capital allowances and short-term timing differences in relation to
accruals and share-based payments.
£m
|
2023
|
2022
|
Balance as at 1 January
|
1.6
|
1.8
|
Effect of changes in tax rates
|
(0.1)
|
-
|
Adjustments in respect of prior
period
|
-
|
(0.1)
|
Deferred income taxes recognised in the
consolidated statement of profit or loss
and comprehensive income
|
(0.7)
|
(0.2)
|
Deferred tax on share-based payments recognised
in reserves
|
(0.5)
|
0.1
|
Balance as at
31 December
|
0.3
|
1.6
|
Consisting of:
|
|
|
Depreciation in excess of capital
allowances
|
(0.1)
|
(0.1)
|
Other timing differences
|
0.4
|
1.7
|
Balance as at
31 December
|
0.3
|
1.6
|
Deferred income tax liabilities have not been
recognised for the withholding tax and other taxes that would be
payable on the unremitted earnings of certain subsidiaries as
the Group is able to control the timing of these temporary
differences and it is probable that they will not reverse
in the foreseeable future. Unremitted earnings totalled £5.5m at 31
December 2023 (2022: £4.1m).
At the reporting date, the provision for
deferred tax comprised net deferred tax assets of £0.4m relating to
overseas group companies, and net deferred tax (liabilities) in
respect to the UK of £(0.1m). In the prior year, the provision for
deferred tax comprised net deferred tax assets of £0.4m relating to
overseas group companies, and net deferred tax assets in respect to
the UK of £1.2m.
19.
Interests in joint venture
At the beginning of May 2020, the Group formed
Alfa iQ, a joint venture established to greatly enhance Alfa's
ability to develop artificial intelligence solutions for the auto
and equipment finance industry. The joint venture was set up 51:49
between Alfa and Bitfount, a company founded by Blaise
Thomson. The financial and operating activities of the Group's
joint venture are jointly controlled by the participating
shareholders. The participating shareholders have rights to the net
assets of the joint venture through their
equity shareholdings. The activity in Alfa iQ is being brought
fully into the Group. As a result, the Alfa iQ joint venture ceased
its activity in late 2023 and the structure is now in the process
of being formally dissolved. The investment in joint venture and
the loan have therefore been written off as at 31 December 2023.
The interest in the joint venture consists of part investment and
part loan to the joint venture, accounted for as set out in note
1.2.
Investment
£m
|
2023
|
2022
|
Carrying amount as at 1 January
|
0.1
|
0.2
|
Other movements
|
0.1
|
-
|
Share of net loss from the joint
venture
|
(0.2)
|
(0.1)
|
Carrying
amount as at 31 December
|
-
|
0.1
|
Loan to joint venture
£m
|
2023
|
2022
|
Carrying amount as at 1 January
|
0.1
|
0.1
|
Loan write off
|
(0.1)
|
-
|
Carrying
amount as at 31 December
|
-
|
0.1
|
The loss from interest in joint ventures is
£0.3m (2022: £0.1m) made up of both Alfa's share of its loss for
the year and also the write off of the loan (as part of bringing in
Alfa iQ's operations into Alfa). The total interest in the joint
venture is £nil (2022: £0.2m).
20.
Trade
receivables
£m
|
2023
|
2022
|
Trade receivables
|
5.6
|
8.9
|
Provision for impairment
|
-
|
-
|
Trade
receivables - net
|
5.6
|
8.9
|
Ageing of trade
receivables
Ageing of net trade receivables
£m
|
2023
|
2022
|
Within agreed terms
|
5.0
|
6.4
|
Past due 1-30 days
|
0.6
|
2.4
|
Past due 31-90 days
|
-
|
0.1
|
Past due 91+ days
|
-
|
-
|
Trade
receivables - net
|
5.6
|
8.9
|
The Group believes that the amounts that are
past due are fully recoverable as there are no indicators of future
delinquency or potential litigation.
Currency of
trade receivables
£m
|
2023
|
2022
|
GBP
|
2.6
|
4.5
|
USD
|
2.4
|
2.7
|
Other
|
0.6
|
1.7
|
Trade
receivables - net
|
5.6
|
8.9
|
Trade
receivables due from significant customers
There were no customers with revenue accounting
for more than 10% of total revenue in the current year. In the
prior year, the one customer with revenue accounting for more than
10% of total revenue had outstanding trade receivables of £0.7m
(all amounts have since been collected).
Impairment and
risk exposure
Information about the impairment of trade
receivables and the Group's exposure to market risk (specifically
foreign currency risk) and credit risk can be found in note
3.
21.
Other receivables held at amortised
cost
£m
|
2023
|
2022
|
Accrued income
|
4.6
|
6.5
|
Prepayments
|
3.8
|
4.5
|
Corporation tax recoverable
|
1.9
|
0.2
|
Other receivables
|
0.3
|
0.2
|
Total other
receivables held at amortised cost
|
10.6
|
11.4
|
Accrued income represents fees earned but not
yet invoiced at the reporting date which have no right of offset
with contract liabilities - deferred licence amounts. Faster
invoicing at December 2023 reduced the accrued income balance,
which reduced by £1.9m compared with December 2022.
Prepayments include £1.3m (2022: £1.7m) of
deferred costs in relation to costs to fulfil contracts - see note
1.5. During the year, £0.2m (2022: £0.3m) relating to costs to
fulfil contracts has been recognised within cost of
sales.
Corporate tax recoverable at the reporting date
of £1.9m (2022: £0.2m) represents UK tax, pending the
submission of R&D related claims for 2022 and 2023.
22.
Cash and cash equivalents
£m
|
2023
|
2022
|
Cash at bank and in hand
|
21.8
|
18.7
|
Cash and cash
equivalents
|
21.8
|
18.7
|
Currency of
cash and cash equivalents
£m
|
2023
|
2022
|
GBP
|
13.5
|
10.0
|
USD
|
3.4
|
4.3
|
AUD
|
1.8
|
2.1
|
EUR
|
2.2
|
1.9
|
Other
|
0.9
|
0.4
|
Cash and cash
equivalents
|
21.8
|
18.7
|
Cash and cash equivalents are all held with
banks and other financial instructions which must fulfil credit
rating and investment criteria approved by the Board.
23.
Current and non-current liabilities
£m
|
2023
|
2022
|
Trade payables
|
0.5
|
0.8
|
Other payables
|
9.5
|
8.7
|
Contract liabilities - deferred licence and
fees
|
8.0
|
8.6
|
Contract liabilities - deferred
maintenance
|
6.2
|
6.2
|
Lease liabilities (note 24)
|
8.2
|
9.3
|
Provisions for other liabilities (note
25)
|
0.7
|
0.9
|
Total current
and non-current liabilities
|
33.1
|
34.5
|
Less non-current portion
|
(7.5)
|
(8.9)
|
Total current
liabilities
|
25.6
|
25.6
|
Other payables includes amounts relating to
other tax and social security of £2.0m (2022: £1.9m). Of the
remainder, £5.4m (2022: £5.3m) relates to amounts due as part
of payroll.
24.
Lease liabilities
The following table sets out the reconciliation
of the lease liabilities from 1 January 2022 to the amount
disclosed at 31 December 2023:
£m
|
Total
|
Lease liabilities recognised at 1 January
2022
|
17.1
|
Additions
|
0.1
|
Disposals
|
(6.3)
|
Interest charge
|
0.6
|
Payments made on lease liabilities
|
(2.2)
|
At 31 December
2022
|
9.3
|
Additions
|
0.2
|
Disposals
|
-
|
Interest charge
|
0.4
|
Payments made on lease liabilities
|
(1.7)
|
At 31 December
2023
|
8.2
|
Additions to lease liabilities include
extensions to existing lease agreements. Total lease payments in
2023 were £1.8m (2022: £2.4m).
Below is the maturity analysis of the lease
liabilities:
£m
|
2023
|
2022
|
Non-current
|
6.8
|
8.0
|
Current
|
1.4
|
1.3
|
Total lease
liabilities
|
8.2
|
9.3
|
No later than one year
|
1.7
|
1.8
|
Between one year and five years
|
6.2
|
6.2
|
Later than five years
|
1.4
|
2.9
|
Total future lease payments
|
9.3
|
10.9
|
Total future interest payments
|
(1.1)
|
(1.6)
|
Total lease
liabilities
|
8.2
|
9.3
|
The Group's net debt is made up of cash and cash
equivalents and lease liabilities. The movement during the year in
lease liabilities is set out above. Movements in cash and cash
equivalents are set out in the cash flow statement. These are the
only changes in liabilities arising from financing activities in
the year.
25.
Provision for other liabilities
£m
|
|
At 1 January 2022
|
1.4
|
Provided in the period
|
0.3
|
Utilised in the period
|
(0.3)
|
Released in the period
|
(0.5)
|
At 31 December 2022
|
0.9
|
Provided in the period
|
0.2
|
Utilised in the period
|
(0.4)
|
Released in the period
|
-
|
At 31 December
2023
|
0.7
|
Provisions for other liabilities comprise
amounts for office dilapidations and employer taxes on share-based
payments. It is expected that these will be utilised as
follows: £0.3m in 2030 and £0.4m over various years.
26.
Share capital
|
2023
|
2022
|
Issued and fully paid
|
Shares
|
£m
|
Shares
|
£m
|
Ordinary shares - 0.1 pence
|
300,000,000
|
0.3
|
300,000,000
|
0.3
|
Balance as at 31 December
|
300,000,000
|
0.3
|
300,000,000
|
0.3
|
No additional shares have been issued or
cancelled in the year ended 31 December 2023.
27.
Translation reserve
£m
|
2023
|
2022
|
At 1 January
|
0.4
|
-
|
Currency translation of subsidiaries
|
(0.2)
|
0.4
|
At 31
December
|
0.2
|
0.4
|
28.
Own shares
£m
|
2023
|
2022
|
Balance at 1 January
|
7.5
|
3.4
|
Acquired in the year
|
4.8
|
5.6
|
Distributed on exercise of options
|
(3.6)
|
(1.5)
|
Balance at 31 December
|
8.7
|
7.5
|
On 18 January 2022, the Group announced the
launch of a share buy-back programme which ended on 30 June 2023.
Refer to the Company website for more details.
The own shares reserve represents the cost of
shares in Alfa Financial Software Holdings PLC that have
been:
· Purchased in the
market and held by the Group's employee benefit trust to satisfy
options under the Group's share options plans. The number of shares
held as at 31 December 2023 was 721,036 (FY 2022: 2,163,952);
and
· Purchased in the
market and held by the Group as a result of the share buyback
programme that was launched on 18 January 2022. The number of
shares held at 31 December 2023 was 4,775,119 (FY 2022:
2,832,073).
Own shares distributed relates to shares
distributed to employees from the employee benefit trust for bonus
awards under share schemes. As at 31 December 2023, the Group held
1.84% (2022: 1.67%) of its own called-up share capital.
29.
Share awards
The Group recognised total expenses relating to
share-based payment of £1.6m (2022: £1.8m) in the current year. Of
this, £1.3m (2022: £1.6m) relates to equity-settled LTIP schemes
and £0.3m (2022: £0.2m) relates to Employee ShareSave schemes. See
further detail below. The outstanding share schemes are made up of
the following:
Grant
date
|
Condition
type
|
Plan
|
Vesting
date
|
Exercise
price
|
Share
options
31 December
2023
|
Share
options
31 December 2022
|
June
2020
|
Service
and Performance
|
LTIP
|
June
2023
|
0p
|
-
|
2,286,502
|
June
2020
|
Service
Only
|
LTIP
|
June
2023
|
0p
|
-
|
35,971
|
April
2021
|
Service
and Performance
|
LTIP
|
April
2024
|
0p
|
1,070,668
|
1,070,668
|
November
2021
|
Service
Only
|
LTIP
|
October
2024
|
0p
|
60,872
|
60,872
|
November
2021
|
Service
Only
|
UK
Employee ShareSave
|
January
2025
|
153.6p
|
172,832
|
397,228
|
November
2021
|
Service
Only
|
US
Employee ShareSave
|
January
2024
|
167.0p
|
40,323
|
70,515
|
April
2022
|
Service
and Performance
|
LTIP
|
April
2025
|
0p
|
741,162
|
741,162
|
April
2022
|
Service
Only
|
LTIP
|
April
2025
|
0p
|
237,965
|
237,965
|
April
2022
|
Service
Only
|
US
Employee ShareSave
|
June
2024
|
141.1p
|
27,727
|
36,731
|
May
2022
|
Service
Only
|
UK
Employee ShareSave
|
June
2025
|
132.8p
|
214,383
|
530,320
|
September
2022
|
Service
Only
|
LTIP
|
September
2025
|
0p
|
5,917
|
5,917
|
April
2023
|
Service
and Performance
|
LTIP
|
April
2026
|
0p
|
913,963
|
-
|
April
2023
|
Service
Only
|
LTIP
|
April
2026
|
0p
|
383,814
|
-
|
April
2023
|
Service
Only
|
UK
Employee ShareSave
|
June
2026
|
109.6p
|
857,493
|
-
|
April
2023
|
Service
Only
|
US
Employee ShareSave
|
June
2025
|
116.5p
|
54,960
|
-
|
The weighted average share price at the date of
exercise for share options exercised during the period was 161.7
pence (2022: 150.0 pence). The options outstanding at 31
December 2023 had a weighted average exercise price of 34.7 pence
(2022: 27.1 pence), and a weighted average remaining contractual
life of 1.5 years (2022: 1.2 years).
The opening weighted average exercise price at 1
January 2023 was 27.1 pence (1 January 2022: 24.1 pence). The
weighted average exercise price of options forfeited and exercised
during the year was 161.2 pence (31 December 2022: 128.5 pence).
The expected price volatility is based on the historical volatility
adjusted for any expected changes to future volatility due to
publicly available information. The weighted average exercise price
of options granted in the period was 45.4 pence (2022: 48.7
pence).
The total share-based payment charge relating to
Alfa Financial Software Holdings PLC shares for the year is split
as follows:
£m
|
2023
|
2022
|
Employee share schemes - value of
services
|
1.5
|
1.5
|
Expense in relation to fair value of social
security liability on employee share schemes
|
0.1
|
0.3
|
Total cost of
employee share schemes
|
1.6
|
1.8
|
Details of the share options outstanding during
the year are as follows:
|
2023
|
2022
|
Outstanding at 1 January
|
5,473,851
|
5,470,741
|
Conditionally awarded in year
|
2,210,230
|
1,552,095
|
Exercised
|
(2,322,473)
|
(1,032,382)
|
Forfeited or expired in year
|
(579,529)
|
(516,603)
|
Outstanding at
31 December
|
4,782,079
|
5,473,851
|
Exercisable at
the end of the year
|
-
|
-
|
29.1
LTIPs
The June 2020 LTIP awards vested during the
year. The exercise of these awards had a net impact of £1.7m on own
shares and £3.4m on retained earnings.
The 2021 April LTIP awards and the 2022 April
LTIP awards (service and performance conditions) are conditional on
performance conditions, 50% based on EPS performance (non-market
condition) and 50% on TSR (market condition) as well as a
three-year employment fulfilment. The fair value of these
awards has been determined using the Monte Carlo model.
The 2021 November LTIP awards, the 2022 April
LTIP awards and the 2022 September LTIP awards (service conditions)
are conditional on employment only. The fair value of these awards
is equal to the closing share price on the date of grant,
discounted by the expected 12-month dividend yield to reflect the
lack of dividend accrual over the vesting period. The expected
price volatility is based on the historical volatility (based on
the remaining life of the scheme), adjusted for any expected
changes to future volatility due to publicly available
information.
The 2023 April LTIP awards (service and
performance conditions plan) are granted conditional on performance
conditions, 50% based on EPS performance (non-market condition) and
50% on TSR (market condition) as well as a three year employment
fulfilment. For those awards with market-related vesting
conditions, the fair value has been determined using the Black
Scholes model at the grant date. For awards issued with EPS
(non-market) performance vesting conditions, the fair value of the
underlying option is equal to the grant date share price. The
following table lists the inputs to the model used for the awards
granted in the year ended 31 December 2023 based on information at
the date of grant:
LTIP awards (granted in April)
|
TSR element
|
EPS element
|
Share price at date of grant
|
139.0p
|
139.0p
|
Award price
|
0p
|
0p
|
Volatility
|
47.0%
|
0.0%
|
Embedded TSR
|
10.3%
|
-
|
Average correlation
|
19.8%
|
-
|
Life of award
|
3 years
|
3 years
|
Risk-free rate
|
3.43%
|
-
|
Fair value per award
|
68.1p
|
124.1p
|
In April 2023, the Group awarded to certain
employees an LTIP conditional on employment only. The fair value of
these awards on the date of grant is 124.1p, discounted by the
expected 12-month dividend yield to reflect the lack of dividend
accrual over the vesting period (three years).
All of these Company schemes, as well as any
non-cyclical awards, are equity-settled by award of ordinary
shares.
29.2 Employee
ShareSave Scheme
The Group has in place an Employee ShareSave
Scheme - the Save As You Earn (SAYE) scheme in the UK and Employee
Stock Purchase Plan (ESPP) scheme in the USA. Under these schemes,
eligible employees can save up to a set limit each month. At the
end of the savings period (three years for SAYE and two years for
ESPP), employees can choose whether or not they wish to buy the
shares at the option price or take back their savings as cash. The
option price is the share price at the start of the plan with a 20%
discount for the UK scheme and 15% discount for the US scheme. The
fair value of these awards has been determined using the Black
Scholes model at the grant date.
|
31 December 2023
|
|
SAYE
|
ESPP
|
|
Number of share
options
|
Exercise
price
|
Number of share
options
|
Exercise
price
|
Outstanding at beginning of year
|
927,548
|
145.0p
|
107,246
|
158.0p
|
Conditionally awarded in year
|
857,493
|
109.6p
|
54,960
|
116.5p
|
Forfeited or expired in year
|
(75,699)
|
145.0p
|
(21,436)
|
156.1p
|
Replaced in year (i.e. left an earlier plan to
join the new plan)
|
(464,634)
|
140.9p
|
(17,760)
|
167.0p
|
Outstanding at
the end of the year*
|
1,244,708
|
119.7p
|
123,010
|
138.6p
|
Exercisable at
the end of the year
|
-
|
-
|
-
|
-
|
*
The exercise price is a weighted average.
The inputs used in the calculation of the fair
value of options granted in the year were as follows:
|
SAYE
31 December
2023
|
ESPP
31 December
2023
|
Share price
|
142.0p
|
136.5p
|
Exercise price
|
109.6p
|
116.5p
|
Expected volatility
|
52.40%
|
45.30%
|
Expected life
|
36 months
|
24 months
|
Risk-free rate
|
3.68%
|
3.48%
|
Expected dividend yields
|
3.70%
|
3.70%
|
Fair value per award
|
54.0p
|
40.2p
|
30.
Unrecognised items
30.1
Contingencies and commitments
The Group has no capital commitments, no
material contingent liabilities and no contingent
assets.
30.2 Events
occurring after the reporting period
There have been no reportable subsequent
events.
31.
Dividends
A 2022 ordinary dividend of 1.2 pence per share
was paid on 26 June 2023 amounting to £3.5m (2022: £3.3m at
1.1p per share).
A 2023 special dividend of 1.5 pence per share
was paid on 9 May 2023 amounting to £4.4m (2022: £8.9m at
3.0p per share).
A 2023 special dividend of 4.0 pence per share
was paid on 6 October 2023 amounting to £11.8m (2022: £10.3m
at 3.5p per share).
Subject to approval at the Annual General
Meeting on 1 May 2024, a 2023 final dividend of 1.3 pence per share
will be paid on 27 June 2024 to holders on the register on 31 May
2024. The ordinary shares will be quoted ex-dividend on 30 May
2024. In addition, the Board has decided to declare a special
dividend of 2.0 pence per share, with an ex-dividend date of 2 May
2024, a record date of 3 May 2024 and a payment date of 30 May
2024.
32.
Related parties
32.1 Controlling
shareholder
The ultimate parent undertaking as at 31
December 2023 was CHP Software and Consulting Limited (the
'ultimate parent'), which was the parent undertaking of the
smallest and largest group in relation to these consolidated
financial statements. Following an internal reorganisation within
the CHP group, the ultimate parent (from 12 January 2024 onwards)
is CHP Software and Consulting Holdings Limited. The ultimate
controlling party is Andrew Page.
32.2 Basis of
consolidation
The principal subsidiaries and joint ventures of
the Group and the Group percentage of equity capital are set out
below. All these are consolidated within the Group's financial
statements with the exception of Alfa iQ which is accounted for
using the equity method.
|
Registered address and country
of incorporation
|
Principal
activity
|
Held by Company
2023
|
Held by
Group
2023
|
Held by Company
2022
|
Held by
Group
2022
|
Alfa Financial Software
Group Limited
|
Moor Place, 1 Fore Street Avenue,
London, EC2Y 9DT, UK
|
Holding
company
|
100%
|
100%
|
100%
|
100%
|
Alfa Financial
Software Limited
|
Moor Place, 1 Fore Street Avenue,
London, EC2Y 9DT, UK
|
Software
and services
|
-
|
100%
|
-
|
100%
|
Alfa Financial Software
Inc
|
124 E Hudson Ave, Royal Oak,
MI 48067, United States
|
Software
and services
|
-
|
100%
|
-
|
100%
|
Alfa Financial Software
Australia Pty Limited
|
Lisgar House, Level 3,
32 Carrington Street, Sydney, NSW, 2000, Australia
|
Services
|
-
|
100%
|
-
|
100%
|
Alfa Financial Software
NZ Limited
|
Level 1 Building B, 600 Great South
Road, Greenlane, Auckland 1051, New Zealand
|
Services
|
-
|
100%
|
-
|
100%
|
Alfa Financial Software
GmbH
|
Peter-Müller-Straße 3, Düsseldorf
Airport City BC GmbH & Co. KG, 40468 Düsseldorf,
Germany
|
Software
and services
|
-
|
100%
|
-
|
100%
|
Alfa Financial Software
International Limited
|
Moor Place, 1 Fore Street Avenue,
London, EC2Y 9DT, UK
|
Software and services
(Dormant)
|
-
|
100%
|
-
|
100%
|
Alfa iQ Limited*
|
Moor Place, 1 Fore Street Avenue,
London, EC2Y 9DT, UK
|
Software
and services
|
-
|
51%
|
-
|
51%
|
*The activity in the Alfa iQ joint venture
ceased in late 2023 and the structure is now in the process of
being formally dissolved.
32.3
Transactions with related parties
Full details of the Directors' compensation and
interests are set out in the Directors' Remuneration Report.
See note 8 for further detail on remuneration of key
management (including Directors).
Dividends to the amount of £11.8m were paid to
the ultimate parent (2022: £15.0m).
Dividends of 1.5 pence, 1.2 pence and 4.0 pence
per share were paid to all shareholders in 2023 (2022: 3.0 pence,
1.1 pence and 3.5 pence per share). Directors and other key
management received dividends based on their beneficial interest in
the shares of the Company. Directors' beneficial interests in
the shares of the Company are disclosed in the Remuneration
Report.
In 2020, the Group invested £0.4m in Alfa iQ
consisting of: a capital contribution of £0.3m; and an
interest-free loan fair valued at £0.1m. At 31 December 2023
the investment is carried at £nil (2022: £0.1m) and the loan is
carried at £nil (2022: £0.1m). This is because the activity in the
Alfa iQ joint venture ceased in late 2023 and the structure is in
the process of being formally dissolved. In 2023 Alfa Financial
Software Limited paid expenses of £0.1m (2022: £0.1m) on behalf of
Alfa iQ Limited (relating to computer costs and payroll) and these
were fully recharged back to Alfa iQ Limited at no mark
up.
On 29 July 2022, the Group reached an agreement
for the assignment of its lease to the 9th floor of Moor Place, 1
Fore Street Avenue, London (including a car parking space) to the
ultimate parent. There is no consideration for the transaction,
with the ultimate parent taking on all the rights and liabilities
for the 9th floor from Alfa. The assignment of the lease resulted
in the de-recognition of the right of use asset and lease
liability, which resulted in a one-off gain of £0.6m which was
fully recognised in 2022.
In 2022, the Company had rental income of £0.4m
from a short-term rental agreement with the ultimate parent for
rental of the 9th Floor of Moor Place. There was no such income in
2023 due to the assignment of the lease to the 9th floor of Moor
Place, 1 Fore Street Avenue, London to the ultimate parent in July
2022. In 2022 the Company also received rental income of £3,718
relating to its prior arrangement with the ultimate parent
for the rental of a meeting room on the 9th Floor of Moor
Place. There was no such income in 2023 due to the assignment
mentioned above.
In 2023, the Company paid property expenses of
£0.04m (2022: £nil) on behalf of the ultimate parent and these were
fully recharged back to the ultimate parent at no mark
up.
In 2023, the Company sold two debentures to the
ultimate parent for £0.2m (2022: nil). The transaction was at arm's
length.
The balances outstanding from the ultimate
parent at 31 December 2023 and 2022 were £nil and £nil
respectively. There were no other outstanding receivable balances
from related parties at the end of the reporting period.
33.
Offsetting assets and liabilities
Assets and liabilities are offset and the net
amount is reported in the consolidated statement of financial
position where Alfa currently has a legally enforceable right
to offset the recognised amounts, and there is an intention to
realise the asset and settle the liability
simultaneously.
The following table presents the recognised
assets and liabilities that are offset as at 31 December 2023 and
31 December 2022 in the consolidated statement of
financial position.
31 December
2023
£m
|
Gross
amounts
|
Amounts
offset
|
Net amounts presented
|
Accrued income
|
5.5
|
(0.9)
|
4.6
|
Contract liabilities - deferred
licence
|
(8.9)
|
0.9
|
(8.0)
|
31 December 2022
£m
|
Gross
amounts
|
Amounts
offset
|
Net
amounts
presented
|
Accrued income
|
15.6
|
(9.1)
|
6.5
|
Contract liabilities - deferred
licence
|
(17.7)
|
9.1
|
(8.6)
|
STATEMENT OF
DIRECTORS' RESPONSIBILITIES
The responsibility statement below has been
prepared in connection with the annual report and financial
statements for the year ended 31 December 2023. Certain parts
thereof are not included within this Preliminary Announcement. The
Directors confirm that to the best of their knowledge:
-
the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole;
and
-
the strategic report, contained within the annual report and
financial statements for the year ended 31 December 2023, includes
a fair review of the development and performance of the business
and the position of the Company and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
The directors are responsible for the
maintenance and integrity of the corporate and financial
information included on the Alfa Financial Software Holdings PLC
websites. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
This responsibility statement was approved by
the Board of Directors and is signed on its behalf by:
Andrew Denton
Chief Executive Officer
13 March
2024