20 June 2023

INTERCEDE GROUP plc

('Intercede', the 'Company' or the 'Group')

Preliminary Results for the year ended 31 March 2023

Intercede, a cybersecurity software company specialising in digital identities, today announces its preliminary results for the year ended 31 March 2023 ("FY23").

Headlines:

·    Record Group revenues at £12.1 million

·    Strong net profit of £1.3 million

·    Net cash generation from operating activities of £2.9 million

·    Basic EPS of 2.3p

·    Completion of maiden acquisition, Authlogics Ltd ("Authlogics") in October 2022

·    Integration of Authlogics on track

·    Continued investment in product and code including internal IT infrastructure

·    Clear strategic vision on M&A plans

·    Strong and unleveraged financial position

Financial Highlights

Revenue highlights for the year include:

·    Revenues for the year ended 31 March 2023 totalling £12.1 million were approximately 22% higher than last year (2022: £9.9 million) and a 13% increase on a constant currency basis

·  Multiple MyID PIV licence orders from the US Department of State (DoS) for the MyID Identity Management System (IDMS) solution totalling $1.6 million. The same agency also placed services orders with a value totalling $0.3 million. Linked to this sale is a third party embedded product which marginally impacted gross profit in the year

·    Licence orders continued in the latter half of the year, with sales to a telecommunications provider in the US, an energy company in the EU, new deployments for the UK government, and further new sales in UAE, Saudi Arabia and Oman

·    Several significant customers have chosen to upgrade their existing MyID deployments including, but not limited to, a UK Government department, a US central bank and a key US government agency. A major US defence and consultancy contractor is upgrading to MyID v12.6

·   A $0.2 million follow-on order of professional services for a prestigious independent US Federal Agency that was won at the end of the last financial year. The deployment will leverage Intercede's technology partnership with Microsoft, by delivering PKI credentials into Microsoft Intune managed smartphones enabling sensitive data protection and secure access to agency systems

·   A follow-on MyID Enterprise order from a US Federal agency tasked with intelligence and security services. Orders have been received to date for 75,000 device licences.

Operating Highlights

·    Acquisition of Authlogics Ltd, a UK based company, with annual recurring revenues (ARR) of £0.5 million. It brings Multi Factor Authentication (MFA) and Password Security Management (PSM) capabilities to the Intercede Group. Integration plans are on track and a merged development road map enacted for FY24

·  Increased investment in key departments of the Group including development & testing and product management

·   The M&A programme continues, focused on targets that add recurring revenues and have a strong industry and product logic

·    A strategic review of the Group's IT infrastructure was conducted in the year, and we has now commenced a deployment into the Microsoft cloud with the aim of increasing resilience, stability and scalability

·    Continued upgrades of MyID with v12.6 and v4.2 for Authlogics MFA released at end of March 2023

·    The Group successfully maintained ISO 9001 and 27001 certification which now includes US operations.

Outlook

This has been an encouraging and successful year for the Group. However, to maintain and sustain its current momentum, it needs to continue to invest in its colleagues, IT Infrastructure, product development and sales and marketing.

We embark in to FY24 with good visibility on the pipeline, known and fully resourced internal critical investments and with a clear road map on our acquisition strategy. As mentioned frequently, the focus is on 'growth' and execution of strategic plans to deliver it.

Board Changes

During the year Andrew Walker retired from the Board with the appointment of Nitil Patel as his successor and new Chief Financial Officer of Intercede. Royston Hoggarth, Non-Executive Director of the Company succeeded Charles 'Chuck' Pol as the Group's Chairman. Tina Whitley was appointed as an Independent Non-Executive Director, bringing over 30 years' experience across the information technology sector.

As also announced today, Chuck Pol and Rob Chandhok will step down from the Board as Non-Executive Directors in due course. The Board is delighted to welcome John Linwood as a new Non-Executive Director. John brings with him considerable market knowledge and a breadth and depth of skills and experience. Our thanks and best wishes go to Chuck and Rob for their service to the Company.

Royston Hoggarth, Chairman, said:

"I would like to take this opportunity to thank all our colleagues, customers, partners and stakeholders for their efforts in helping deliver a successful and profitable result.  Furthermore, I extend my thanks to Klaas and his management team for their leadership and invaluable assistance.

It has been a promising year of both financial and operational progress and Intercede is now strongly positioned for further growth.  With the release of FIPS201-3, US federal agencies now have a wider set of credential options, including PKI, FIDO, MFA as well as passwords, and this bodes well for the Group. To be even more successful, we need to remain disciplined in terms of how we allocate our resources, our capital and execute on our investment plans.

With the current macro-economic environment harder to assess and navigate, the Group will continue to be vigilant on its liquidity position and is well placed to make strategic acquisitions when the opportunity arises."

ENQUIRIES

About Intercede

Intercede is a cybersecurity software company specialising in digital identities, and its innovative solutions enable organisations to protect themselves against the number one cause of data breach: compromised user credentials.

The Intercede suite of products allows customers to choose the level of security that best fits their needs, from Secure Registration and ID Verification to Password Security Management, One-Time Passwords, FIDO and PKI.  Uniquely, Intercede provides the entire set of authentication options from Passwords to PKI, supporting customers on their journey to passwordless and stronger authentication environments. In addition to developing and supporting Intercede software, the Group offers professional services and custom development capabilities as well as managing the world's largest password breach database.

For over 20 years, global customers in government, aerospace and defence, financial services, healthcare, telecommunications, cloud services and information technology have trusted Intercede solutions and expertise in protecting their mission critical data and systems at the highest level of assurance.

For more information visit: www.intercede.com

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.

The year in review

The Group entered FY23 with clear goals and a key strategic aim of 'growth', both organically and inorganically. It has successfully delivered on this, both in terms of revenue growth and by completing our first acquisition. FY23 has been a volatile and uncertain year in terms of geo-political instability and it is therefore testament to the resilience of the Group that accelerated revenue growth was delivered whilst also retaining a focus on cost control.

Market Opportunity and Growth Strategy

Intercede's MyID platform is a leading credential management system (CMS) and identification and verification (ID&V) solution that integrates and manages a broad range of PKI (Public Key Infrastructure) and FIDO (Faster Identity Online) technologies. These are very attractive, but niche, market segments which meet the needs of large organisations, such as Aerospace & Defence contractors, and governments who are prepared to pay for military grade security and can cope with the complex infrastructure.

For Intercede this is both a blessing, due to the potential for large initial one-off licence orders and steady recurring Support & Maintenance, but it can also present a challenge as the timing of contract awards are invariably outside of Intercede's control.

For the growth to be sustained Intercede needs to expand faster and broaden MyID's functionality as it moves down the authentication pyramid and increase its addressable market. This lies at the heart of Phase Two of the turnaround plan.

After considering options such as partnering and further internal development, the Board decided that an acquisition approach would accelerate time-to-market as well as leveraging new IP for existing clients and partners and extending the target account market. On 10 October 2022 Intercede was pleased to announce the acquisition of Authlogics, a Multi Factor Authentication ('MFA') and Password Security Management ('PSM') software vendor which enables the Group to offer its customers and prospects solutions that span the entire authentication pyramid.

Strategy

Intercede continues to focus on its '6C strategy', centred around Colleagues, Customers, Channels, Code, Cash and more recently, Corporate Development. In the Phase 2 of its turnaround, the Group will actively explore buy-side M&A, taking time to ensure the right strategic fit(s) to ensure scalability and accelerated revenue growth.

1.    Colleagues

It is no surprise that we start with Colleagues: they are the main asset we have who in turn drive the other "Cs". The cybersecurity employment sector has shown two distinct phases in the financial year; in the earlier phase we experienced a temporary increase in employee churn rates and in the latter, as larger technology companies downsized and employment market cooled, we have seen recruitment opportunities increase as well as staff who had previously left wanting to rebound.

As stated in previous reports, Intercede's innovation roadmap can leverage many years of internal development expertise and the Group therefore places a high degree of focus on its colleague strategy as it strives for market-leading staff retention.

As at 31 March 2023 colleagues totalled 94 (2022: 87), while the average number of colleagues during the period was 91 (2022: 84). The attrition rate (average number of leavers over the year as a ratio of average headcount over the year) rose to 10% compared to 7% last year. The increase in attrition was not unexpected and was factored into the Group's hiring strategy and pay and bonus policy. Intercede and its Board understands the issues everyone is facing with the cost-of-living crisis, has listened to the Employee Working Group (EWG) and taken onboard feedback from its more recent Employee Satisfaction Survey. The Group made a one-off payment of a cost-of-living allowance in November 2022 and discretionarybonus payments have been maintained for eligible colleagues.

2.    Customers

The wins generated at the end of FY22 created momentum that has carried into FY23 and resulted in revenue for FY23 that is 22% higher than the prior year on a reported basis. In particular, follow-on licence orders from existing customers have driven the growth. Although the seven new customers signed up during the year is broadly similar to last year (eleven new customers) the level of attrition remains very low with renewal rates of 98% compared to 99% in the prior year.

3.    Channels

Intercede continues to invest in its Connect Partner Programme which deals with resellers as well as technology partners. Over the period relationships were further strengthened which resulted in new pipeline opportunities, partner campaigns and most importantly driving the strong H1 revenue growth. As reported in the Customers section above, licence sales have driven the overall revenue growth compared to the prior period. Partner relationships play an increasing role in these licence sales and generated 91% of all licence software sales in FY23 (2022: 83%).

Our technology partners have confidence that as security standards change, and new technologies become available, MyID, as a product portfolio, is designed to cope with these changes both in order to support newer devices and systems, but also to aid the transition between them ensuring the ongoing security of system access as technology changes are implemented.

Whilst the resellers are focused on delivering complete end to end solutions to their clients, it is paramount that MyID has a rich eco system of proven technology partners and integrations which enables an out-of-the-box approach to many complex use cases.

The addition of Authlogics's partner and channel footprint, with no overlap with Intercede, further enhances the Group's geographic reach as well as providing new cross and upsell opportunities.

4.    Code

Code for Intercede's software products is written and managed by a large in-house UK based team of expert and experienced software designers, developers & testers, enabling Intercede to provide market leading digital identity solutions at the level of security our customers require. During this financial year, Intercede has continued to invest in its product portfolio in accordance with its core development principles:

·    To solve real world problems, meeting constantly evolving Customer and Partner needs

·    To create and maintain modern software products based upon market leading technology

·    To broaden the addressable market with new and competitive functionality

·    To deliver secure solutions enabling our customers to protect sensitive systems and data

MyID PSM

Intercede MyID PSM software enables customers still using passwords to ensure that they are as secure as they can be, with comprehensive user-friendly policies, intelligent password audits, and continuous assessment against the world's largest database of compromised credentials.

New features included: 

·    Updating the password breach database to contain over 6 billion records currently, makes it the largest database of known compromised passwords in the world.  This enables our customers to ensure passwords they are using are not known to be compromised as part of an online password breach

·    Improved user experience in the self-service portal when a shared password is found

·    Live monitoring of public email address breaches

·    Support for self-service password reset directly from the user's desktop

MyID MFA

Intercede MyID MFA software enables customers to use stronger authentication to anything from anywhere, by delivering modern authentication, that is easy to use, deploy and manage.

New features included: 

·    A mobile push notification app with best of breed ease of use, supporting biometric authentication

·    Enhanced security and user experience with provision of context-based information in the mobile app including a summary of the system being accessed and location of the request

·    Modern protection against push fatigue, enhancing phishing-resistance

·    Support for offline logon from the mobile app

·    Provision of a real-time dashboard for web-based reporting from the management console

MyID CMS

Intercede MyID CMS software enables customers to issue and manage high-assurance credentials including PKI and FIDO simply, securely and at scale, enabling our customers to comply with regulations and deploy phishing-resistant authentication to protect their systems and data against breach.   

New features included: 

·    An installation assistant helping customer verify and configure environments prior to the CMS deployment, reducing costs and skill required for installation

·    Continued modernisation of the operator interface improving the user experience resulting in increased operational efficiency and reduced training times

·    An enhanced set of APIs and SDK provided with the product, providing partner and customers with the tools they need to integrate the CMS within a wider identity ecosystem

·    Additional batch operations, delivering operational efficiency for large customer deployments

·    Support for the latest US government FIPS 201-3 standard, ensuring our customers remain compliant with federal government security regulations

·    Enhanced integration with Microsoft Intune and VMWare Airwatch MDMs (Mobile Device Management Systems) ensuring devices are complaint with security policies in advance of delivering credentials

·    Support for the latest FIDO device attestation standard, ensuring the MyID CMS remains at the forefront of FIDO for the enterprise solutions

·    Support for newer versions of partner technologies, including Yubico, Keyfactor, Entrust, Thales, IDEMIA and Microsoft.

MyID ID&V

Intercede registration and identity verification software enables customers to onboard users at the highest levels of identity assurance, compliant with US FIPS 201 standards.  The solution is fully integrated with the MyID CMS for maximum security and ease of deployment

New features included: 

·    Modernising the user interface to be browser independent

·    Improving the user experience to reduce training costs and time to deployment

·    Supporting electronic validation of identity documents (e.g. passport or driving licence), enhancing the security of the onboarding process

·    Providing secure export of fingerprint data to enable simple integration with external background identity checking processes

From a strategic perspective, Intercede's initial aim is to broaden the addressable market with new and competitive functionality and the acquisition of Authlogics represents a leap forward in this regard.

It is Intercede's intention to sell the acquired products standalone and create a product portfolio offering customers high, medium and low authentication depending on their needs and circumstances. The development team has commenced integration of the products so that a customer can manage any form of authentication they need used under a 'single pane of glass' or migrate users from one form of authentication to another.

In April 2023, Intercede was delighted to be named an overall leader by KuppingerCole Analysts AG within their 2023 Secrets Management Leadership Compass. Our MyID product was also praised for its Product Leadership and the Innovation Leadership we bring to the industry through feedback from our customer base. The full report can be downloaded from the Intercede website at the following address: https://www.intercede.com/kuppingercole-secrets-management-report-download/

5.    Cash

Treasury and cash management is a significant pillar and crucial asset for the Group. It operates a tight working capital model and aims to maintain sufficient head room to ensure operations can continue in potentially difficult global macroeconomic environments.

The Group's Daily Sales Outstanding (DSO) has improved from 67 days (2022) to 63 days (2023) which has helped to generate a significantly improved cash inflow from operations during the period.

The Group had gross cash balances of £8.3 million as at 31 March 2023 compared to £7.8 million held at 31 March 2022. This is after a cash outflow following the acquisition of Authlogics in October 2022 for an initial consideration of £2.0 million and related acquisition costs expensed to the Income Statement of £0.2 million.

6.    Corporate Development

Corporate Development is a key strategic component to drive incremental revenue growth, IP acceleration as well as market access whilst efficiently utilising the Company's robust balance sheet. Following an intensive market assessment over the last 12 months as well as the strategic intent of "moving down the authentication pyramid", the Group was pleased to report its first acquisition, Authlogics as announced in October 2022.

In the section '4. Code' above the acquisition of Authlogics was described as enabling the Group to address the entire authentication pyramid by giving customer access to a portfolio of products depending on whether their users need high, medium or low authentication. Depending on a client's specific use case, Intercede can now offer an end-to-end solution, from Passwords to PKI.

Whilst the immediate operational activities are now focused on a seamless integration of Authlogics, the corporate development activity has firmly maintained its pace and further targets are being assessed against authentication side and remaining sides of the pyramid t. he Group will maintain business as usual and maintain diligence in its M&A approach.

Financial Review

Income Statement

Revenue and operating results

The Group's revenue from continuing operations increased by 22% to £12.1 million (2022: £9.9 million) and gross profit increased by 21% to £11.7 million (2022: £9.7 million). Gross margin decreased slightly from 98% to 97% as a third-party product was part of a significant licence sale in the year.

The Group's operating profit was £0.6 million (2022: £0.4 million), after non-cash depreciation charge for property, plant and equipment in the year of £0.1million (2022: £0.1 million), a right-of-use depreciation charge of £0.2 million (2022: £0.2 million) and amortisation costs of £0.1 million (2022: £nil). Acquisition costs for the period were £0.2 million (2022: £0.2 million) with exceptional expense of £0.1 million (2022: £nil), relating to exiting CFO expense overlapping incoming. Operating expenses increased by 19% to £11.1 million (2022: £9.3 million).

Tight cost control continues to be a focus for the Group in conjunction with considered project expenditure to support revenue growth. Meanwhile the Group continues to recognise the achievements of its staff with pay rises and performance-related rewards. Staff costs represents the highest area of expense representing 81% of total operating costs (2022: 84%). Intercede had 94 employees and contractors as at 31 March 2023 (2022: 84). The average number of employees and contractors during the period was 91 (2022: 84).

The statutory profit before tax for the period was £0.6 million (2022: £0.3 million) and profit for year was £1.3 million (2022: £0.7 million).

Taxation

The Group has a tax credit of £0.7 million for the year due to amounts received from HMRC in respect of R&D claims, less US corporation tax payable. (2022: tax credit of £0.4 million). The Group has carried forward unused tax losses of £8.8 million. Intercede makes an R&D Claim as part of its annual tax return and can choose whether to carry taxable losses forward or to request a cash repayment from the UK government.

Finance Income

Net finance income was £0.1 million (2022: expense of £0.1 million) reflecting increased interest income due to rate rises.

Earnings per share

Earnings per share from continuing operations in the year was 2.3 pence for basic and 2.2 pence for diluted (2022: 1.3p pence for basic and 1.2p diluted) and was based on the profit for the year of £1.3 million (2022: £0.7 million) with a basic weighted average number of shares in issue during the period of 57,939,548 (2022: 57,265,739 shares). For diluted the weighted average number of shares in issue during the period was 60,595,485 (2022: 59,413,261).

Dividend

The Board is not proposing a dividend (2022: £nil).

Financial Position

Acquisition of Authlogics

In early October 2022, the Group acquired Authlogics Limited ("Authlogics"), a Multi Factor Authentication ('MFA') and Password Security Management ('PSM') software vendor, for initial consideration of £1.7 million (adjusted to £2.0 million after repayment of debt held by AL) plus further deferred, conditional and staged earnout payments estimated to be £0.5 million. The Group has consolidated the results since acquisition under IFRS3, applying the purchase method.

Assets

Non-current assets of £3.6 million comprise goodwill of £2.4 million (2022: £nil), identifiable intangibles of £0.8 million (2022: £nil), property, plant and equipment of £0.1 million (2022: £0.1 million) and IFRS 16 right-of-use assets of £0.2 million (2022: £0.4 million).

Trade and other receivables increased by £0.9 million to £5.5 million (2022: £4.6 million) reflecting a higher level of customer orders towards the end of the year.

Liabilities

Current liabilities increased by £2.7 million to £9.5 million (2022: £6.8 million) reflecting increased deferred revenue at the year end of £7.0 million (2022: £5.0 million).

Non-Current liabilities increased by £0.3 million to £0.9 million (2022: £0.6 million), which also reflects increased deferred revenue at the year end of £0.6 million (2022: £0.2 million). This reflects the inclusion of Authlogics which is able to negotiate longer renewal terms with customers.

Contingent Consideration

Included in current and non-current liabilities are contingent consideration amounts due on the acquisition of AL. These amounts have been based on the reasonable estimates by management of Authlogics achieving its recognised revenue targets for the calendar year's ending June 2023 and June 2024. The Group's current and non-current liabilities include £0.3 million and £0.2 million respectively for the contingent consideration liabilities.

Capital and Reserves

Total equity increased to £7.0 million (2022: £5.5 million), reflecting the profit for the year and shares issuance in September 2022. Accordingly the Accumulated deficit account for the year decreased to £0.5 million (2022: £1.8 million).

Liquidity and capital resources

The Group remains in a good financial position, with gross cash balances of £8.3 million as at 31 March 2023 compared to £7.8 million held at 31 March 2022. During the second half of the year, there was a net cash outflow for investing activities of £2.2 million (2022: less than £0.1 million) mainly due to the £2.0 million acquisition of AL.

The net cash inflow from operating activities rose significantly to £2.9 million (2022: £0.1 million) which reflects an increased profit for the year, good management of working capital movements and a bigger inflow from deferred revenue thanks to the increase in support and maintenance. The increase of this recurring revenue stream is underpinned by strong licence orders in the year.

The Group had no debt at the year end (2022: £nil).

By order of the Board

Klaas van der Leest                                                                                                         Nitil Patel

Chief Executive Officer                                                                                                  Chief Financial Officer

19 June 2023

INTERCEDE GROUP plc

Consolidated Statement of Comprehensive Income for the year ended 31 March 2023

INTERCEDE GROUP plc

Consolidated Balance Sheet as at 31 March 2023

INTERCEDE GROUP plc

Consolidated Statement of Changes in Equity for the year ended 31 March 2023

All amounts included in the table above are attributable to owners of the parent company.

INTERCEDE GROUP plc

Consolidated Cash Flow Statement for the year ended 31 March 2023

INTERCEDE GROUP plc

Preliminary Results for the Year Ended 31 March 2023

NOTES

1.            While the financial information included in this annual financial results announcement has been prepared in accordance with UK adopted international accounting standards (IFRS) and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, this announcement does not contain sufficient information to comply therewith. The financial information set out in this announcement does not constitute the Group's Statutory Accounts for the years ended 31 March 2023 or 2022. Statutory Accounts for 2022 have been delivered to the Registrar of Companies and those for 2023, which have been approved by the Board of Directors, will be delivered following the Group's Annual General Meeting. The Company's auditors have reported on those accounts; their reports were unqualified and did not contain statements under Section 498 of the Companies Act 2006.

The Annual General Meeting will be held on Wednesday 21 September 2023. Copies of the full Statutory Accounts and the Notice of Annual General Meeting will be despatched to shareholders in due course. Copies will also be available on the website (www.intercede.com) and from the registered office of the Company: Lutterworth Hall, St. Mary's Road, Lutterworth, Leicestershire, LE17 4PS.

Going concern assessment

Reported profit in each of the last five years have been underpinned by increasing recurring revenues and a continued high level of cash balances. The Directors have reviewed forecasts for the years ended 31 March 2024 and 31 March 2025 and concluded that the Group is expected to have sufficient cash to enable it to meet its liabilities, as and when they fall due, for a period of at least 12 months from the date of signing these financial statements. Accordingly, they believe it is appropriate to prepare the financial statements on a going concern basis under the historical cost convention

2.        REVENUE

All of the Group's revenue, operating profits and net assets originate from operations in the UK. The Directors consider that the activities of the Group constitute a single business segment.

The split of revenue by geographical destination of the end customer can be analysed as follows:

3.        OPERATING PROFIT

Operating profit is stated after charging / (crediting):

Included in the staff costs above is research and development expenditure totalling £3,053,000 (2022: £2,953,000).

4.        TAXATION

The Group has unused tax losses of £9,777,000 (2022: £10,446,000) and unrecognised deferred tax assets of £2,444,000 (2022: £2,612,000) calculated at the corporation tax rate of 25% (2022: 25%), being the enacted rate at which the deferred tax assets would unwind, were they to be recognised. Intercede makes an R&D Claim as part of its annual tax return and can choose whether to carry taxable losses forward or to request a cash repayment from the UK government.

5.        EARNINGS PER SHARE

The calculations of earnings per ordinary share are based on the profit for the financial year and the weighted average number of ordinary shares in issue during each year.

The weighted average number of shares used in the calculation of basic and diluted earnings per share for each year were calculated as follows:                    

Please see note 7 for details of issues of ordinary share capital.

6.        DIVIDEND

The Directors do not recommend the payment of a dividend.

7.        SHARE CAPITAL

The increase in issued and fully paid ordinary shares of 1p each represents the issue of 620,000 shares to facilitate the exercise of options by a Director in September 2022.

As at 31 March 2023, the Company had 131,645 ordinary shares held in treasury (2022: 131,645). During the year no options were exercised using treasury shares (2022: 67,500) and the Company purchased no ordinary shares (2022: 157,000 were purchased for a consideration of £155,000 to facilitate the exercise of options by senior managers during that year).

8.        INTANGIBLE ASSETS

Acquired intangible assets are made up of the separately identified intangibles acquired with the purchase of Authlogics Ltd in October 2022. See note 9 for further detail.

9.        BUSINESS ACQUIRED - AUTHLOGICS LTD

On 7 October 2022, the Group acquired 100% of the equity of Authlogics Ltd ("Authlogics"), a UK-based business.

Authlogics, which is based in Bracknell and was founded in June 2015, is a Multi Factor Authentication ('MFA') and Password Security Management ('PSM') software vendor and the only business to cover all three key authentication segments (password security management, password breach database and multi factor authentication) with a seamless integrated solution.

The acquisition of Authlogics enables the Group to deliver on the strategic vision of addressing the entire authentication pyramid, beyond its current position in the Public Key Infrastructure Credential Management System ('PKI CMS') segment. The addition of the Authlogics products will allow the Intercede Group to support its customers and prospects wherever they are in their authentication journey and enlarges the addressable market.

The details of the business combination are as follows:

9.            BUSINESS ACQUIRED - AUTHLOGICS LTD (CONTINUED)

Consideration transferred

The acquisition of Authlogics was settled in cash amounting to £1,708,000. Acquisition related costs amounting to £227,000 were expensed. Debt owed by Authlogics of £340,000 was discharged on acquisition.

Identifiable net liabilities

The fair value of identifiable net liabilities acquired as part of the business combination amounted to £278,000, with a gross contractual amount also being £278,000. As of the acquisition date, the Group expected to pay the full balance of the contractual cashflow.

Separable intangible assets

One separable intangible asset was identified at acquisition, being the acquired customer relationships. The acquired customer list was valued by assessing a discounted cashflow based on expected customer attrition rates and using the Group discount factor of 11.6%. The useful life has been estimated at 5 years.

Goodwill

Goodwill is primarily related to the core growth expectations that are expected from combining Authlogics and Intercede's technologies and upselling this to existing customers.

Authlogics contribution to the Group results

Authlogics generated a loss of £117,000 for the period from 7 October 2022 to the reporting date. Revenue for the period to 31 March 2023 was £261,000. In its financial year ending 30 June 2022, Authlogics' sales were approximately £406,000 with loss before tax of £260,000 and net liabilities (including cash) amounting to £716,000. If the businesses had been consolidated during that period, approximately £200,000 would have been added to Group sales per annum.

END