Half-year Results
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Amicorp FS (UK) Plc, the international specialist fund services group, is pleased to report its interim results for the six months ended 30 June 2024 ('H1-2024' or the 'Period'). The Board remains optimistic about the Group's ability to sustain this performance level into H2-2024.
H1-2024 Financial Highlights
- Total revenue increased by 2.3% to US$7.2 million (H1-2023: US$7.1 million). This growth was largely driven by the US$234k (11%) increase in revenue within the Business Process Outsourcing ('BPO') division and the US$291k (43%) growth in revenue in the Governance and Compliance ('G&C') services division
- Gross profit of US$4.8 million (H1-2023: US$4.8 million) is equivalent to a 66.1% margin (H1-2023: 68.1%)
- Adjusted EBITDA of US$1.0 million (H1-2023: US$2.4 million, before offsetting the one-time IPO expenses of US$1.2 million)
- EBITDA of US$1.0 million (H1-2023: US$1.2 million) represents a 14.0% margin (H1-2023: 17.2%)
H1-2024 Operational Highlights
- The number of funds increased to 508 (H1-2023: 463), driven by 46% growth in new wins to 57 (H1-2023: 39)
- Opening of Kazakhstan office in mid-2024 following receipt of regulatory approval
- Ongoing application process for a fund administration license in the Dubai International Financial Centre ('DIFC')
- Successful launch of AMI-GO in March 2024, as the new platform developed in-house that provides fund managers with a centralised source of information about their funds and investors
- Launch of an online Anti-Money Laundering / Countering the Financing of Terrorism ('AML/CFT') e-learning tool and an AML/CFT framework documentation service, as the new service offering under the G&C services division
Commenting on the Interim Results, Toine Knipping, Non-Executive Chairman of AMIF, said:
"As we continue to navigate the post-IPO landscape, I am pleased to report that AMIF's strategic focus on investment in organic growth is yielding early positive returns evidenced by growth in both new wins and revenue in H1-2024, further bolstered by 34 additional new wins in early H2. These are a testament to the strength of our business model and the effectiveness of our strategy, which is centred on delivering sustainable value to our stakeholders.
"The diversification of our client base and services, coupled with our extensive knowledge of the regulatory landscapes across various regions, has been instrumental in driving this growth. Our Governance and Compliance services division, in particular, has shown consistent revenue growth year-on-year, underscoring our ability to capture market share amidst increasing demand for outsourced services.
"Looking ahead, we remain committed to furthering our investment in operational excellence and sales network in strategic locations, ensuring that we can continue to meet the evolving needs of our clients while driving higher operating margins. Our strategic approach, supported by a capital-light business model, positions AMIF as a key player in the fragmented fund services market, and we are confident in our ability to maintain this momentum as we capitalise on the significant growth opportunities that lie ahead."
| Zeus (Broker) Martin Green / Louisa Waddell (Investment Banking) Benjamin Robertson (Corporate Broking) | Tel: +44 (0) 20 3829 5000 www.zeuscapital.co.uk |
| Bowsprit Partners Limited (Financial Adviser) John Treacy Luis Brime | Tel: +44 (0) 20 3883 4430 www.bowspritpartners.com |
| Media enquiries: Burson Buchanan (Financial Communications) Simon Compton Verity Parker | Tel: + 44 (0) 20 7466 5000 AmicorpFS@buchanan.uk.com www.bursonbuchanan.com |
*Approximately half of the funds terminated in H1-2024 are a result of the Group's initiative to clean-up non-revenue generating launching funds, in an attempt to refocus its pipeline.
In the last six months the number of funds has grown organically at an annualised rate of 2.8% from 501 on 1 January 2024 to 508 on 30 June 2024. While the 46% growth in number of new wins is in line with management's expectation arising from the investment in the Group's salesforce, the Group experienced an increased level of terminations in H1-2024 arising from the following:
- Withdrawal of investors' commitment or investment owing to unfavourable market conditions;
- Voluntary closure of funds due to restructuring or changes in investment strategy; and
- Clean-up of non-revenue generating launching funds which no longer seek to fund-raise.
It is also important to note that a major portion of recurring income from fund administration services is only realised upon successful fund launch. The timing of fund launch is influenced by external factors like fund raising capability of fund managers, approval process of relevant authorities, economic conditions and market sentiment. As a result, the number of active funds as of 30 June 2024 remained flat as compared to prior period, reaching 299 out of 508 (H1-2023: 297).
The Group continues its focus on expanding service offerings to assist with additional demands within its client base and to capture potential revenue increases.
Market Expansion
In view of maximising the Group's organic growth, AMIF has also actively expanded its geographic presence in both developed and emerging markets, as follows:
Kazakhstan
In mid-2024, Amicorp Fund Services (AIFC) Limited has had its fund administration license approved by the Astana International Financial Centre ('AIFC'), Kazakhstan's leading financial hub, making it the first provider to be awarded a license in this important jurisdiction. Kazakhstan is strategically positioned at the centre of the New Silk Road investment corridor that links Asia and Europe and one that has seen a significant rise in foreign direct investments. The majority of goods currently exported from China and Central Asia to Europe go through Kazakhstan.
The strong investment flows make the AIFC an increasingly important hub for financial markets across Central Asia. It also offers attractive investment incentives and has a strong regulatory framework that aligns with international standards, making it a highly effective and secure platform to create and build fund structures for a wide range of investment needs. Those are expected to include real estate and private equity investment funds that focus on the infrastructure opportunities being established across Kazakhstan and the wider Central Asia region; funds that invest in venture capital that are benefitting from an uplift in technological innovation and are being supported by various government initiatives in the local market at the moment; funds that invest in alternative asset classes such as equities, fixed income instruments, commodities or other liquid assets, and funds that provide efficient and flexible vehicles to support specific wealth management plans.
UAE
Among the Gulf Cooperation Council ('GCC') and UAE, the Dubai International Financial Centre ('DIFC') has become one of the major financial centres in the region where global family offices, asset managers and institutional investors from Europe and Asia have a significant presence. The Group's application process for the fund administration license in DIFC has been ongoing. A Category 4 license, when granted, would allow for the offering of fund administration services to DIFC established funds. The Group has been actively working with local advisors to adhere to the process of the authority, expecting to obtain the regulatory approval in the next six to nine months.
Investment in IT
The Group has always been committed to rolling out automated and innovative digital solutions that deliver greater operational and cost-saving efficiencies for fund managers, and equip them with the data and insights they need to be compliant and make better informed decisions on their investments.
AMI-GO
AMI-GO was launched in March 2024, as a cloud-based onboarding platform developed in-house which streamlines the onboarding of investors for fund managers, ensures key information is more accessible, accurate and secure, and better connects the people that matter when it comes to administrating their fund. This new platform also provides fund managers with a centralised source of information about their funds and their investors, allowing them to retrieve and upload financial, corporate and legal documents, such as subscription forms, source of fund declarations and KYC and/or AML records.
NAV Automation Process
The Group continued its NAV automation process within existing IT systems, as the enhancement of system capability and use of advanced technology play a crucial role to the operational and financial success of the Group. During H1-2024, AMIF completed projects such as automated trade upload with key brokers, automatic generation of investor deliverables and the migration of hosting server of its fund administration system. Although these achievements might not create a visible functionality for the clients, they are seen as important stepping stones in driving efficiency and reducing the risk of human errors.
Outlook for Fund Administration - H2-2024
In the period from 1 July 2024 to 31 August 2024, the Group has continued to grow the number of funds under administration with a total of 34 new wins at the start of H2-2024, and the number of new wins in H2 is expected to outweigh the number achieved in H1, based on historical trends.
Alongside its continuous expansion of its salesforce in strategic locations, AMIF has been taking a proactive marketing approach by investing in self-organised networking events and participating in third-party conferences to strengthen its market presence, expand the Group's reach to new prospects and collaborate with complementary service providers such as legal firms, professional accountants and tax advisors. Such initiatives are expected to continue in H2-2024.
The Group implements a rigorous process for the regular monitoring and assessment of its sales team to ensure that salespersons consistently achieve their targets and maintain successful performance. This process includes ongoing evaluations of sales activities, deal flows, and overall effectiveness. The sales team receives continuous feedback and guidance from management to help them meet their goals and enhance their success.
Following the successful launch of AMI-GO, the Group has already put in place a plan for the second and third phase of development which aims to enhance its features towards support of subsequent investor transactions (such as switching, transfer and redemption), ongoing review and monitoring, as well as extension of dashboards and reporting capabilities. The ultimate goal is to consolidate all these desired functionalities into AMI-GO as the centralised platform, in order to maximise user experience.
With objectives to further automate mundane tasks, eliminate likelihood of human error, increase operational efficiency and achieve cost-saving, the Group has lined up multiple IT projects on existing IT infrastructure and continued to prioritise those around financial statement preparation, automated data feed, system integration and streamlining of workflows which are expected to improve operational efficiency.
Governance and Compliance services
The Group actively pursued the expansion of the G&C services segment to reach 455 mandates in H1-2024 (H1-2023: 391), which primarily include the engagements for Anti-Money Laundering Compliance Officer ('AMLCO'), Money Laundering Reporting Officer ('MLRO'), Deputy Money Laundering Reporting Officer ('DMLRO') and Directorship services. These new mandates were secured with a combined effort in cross-selling from existing customers and securing new mandates from new clients.
A portion of IPO proceeds were anticipated for the development of new product and service offering under the G&C services, as follows:
In March 2024, the Group successfully launched an online AML/CFT e-learning tool, targeting all the directors, officers and employees who are associated with a Cayman Islands fund or investment management company, pursuant to a recent guidance note published by the Cayman Islands Monetary Authority ('CIMA'). The tool could be subscribed to as an additional offering under the Group's G&C business.
In parallel, the Group also invested in the required infrastructure to offer a brand-new AML/CFT framework documentation service, which was rolled out in April 2024. With this offering, the Group assists its Cayman Islands domiciled fund and fund management company clients to prepare an AML/CFT policy manual which is fully compliant with the latest CIMA regulation.
Outlook for Governance and Compliance services - H2-2024
As the Group moves into the second half of 2024, there is a strategic emphasis on expanding the market presence of its newly launched online AML/CFT e-learning tool and the AML/CFT framework documentation service. With these offerings being closely aligned with the recent mandates issued by CIMA, the Group recognises the importance of heightened marketing outreach. Efforts will focus on educating clients and prospects about the necessity of these tools for compliance, and emphasising their seamless integration into existing AML processes.
In addition, the Group intends to capitalise on its established expertise in G&C services by expanding its footprint in the UAE, particularly in Dubai and Abu Dhabi. Recognising the region's growing prominence as a financial hub, the Group sees significant potential in offering tailored compliance and risk officer services to local funds and fund managers. These services will be positioned as critical enablers for maintaining compliance with both local and international regulations, offering UAE-based clients the assurance that their operations meet the highest standards of regulatory oversight.
The Group is targeting enhancing its client engagement through regular board and AML officer meetings. These sessions will serve not only as platforms for compliance updates but also as opportunities to introduce the latest regulatory developments and discuss their implications for fund operations. During these interactions, the designated team will actively listen to client feedback to identify emerging needs and explore how its service offerings can be further tailored to meet those demands. This proactive approach aims to deepen client relationships and ensure that the Group remains a trusted partner in navigating the increasingly complex regulatory landscape.
Business Process Outsourcing services
Alongside its intragroup outsourcing agreement to provide accounting and administration services to the clients of Amicorp Group, the Company boasts a well-equipped corporate services infrastructure in Luxembourg, positioning itself as a reliable one-stop solution for comprehensive fund structure formation and ongoing administrative support. The sales team is specifically directed to capitalise on opportunities in Luxembourg that combine both fund administration and corporate services.
In addition, the Group positions itself as a trusted strategic partner in the global investment eco-system, which does not only include investment funds, but also investors, fund and asset managers and investee companies. These customer groups, which rely on outsourcing as a strategic approach to enhance their own competitive advantage and achieve long-term growth objectives, drive the demands for customised back-office support services such as chief financial officer ('CFO') and CFO-assist services, investor reporting, portfolio consolidation and data analysis.
In H1-2024, the Group's effort in the promotion of these back-office support services began to materialise, by securing new mandates on appointment as CFO and finance officer for fund managers based in Dubai and Abu Dhabi. The Group seeks to achieve growth with these clients, by assigning named professionals who assist them with strategic planning and operational oversight, including financial planning, analysis, reporting, budgeting, cash management, and treasury planning.
Outlook for Business Process Outsourcing services - H2-2024
As the Group enters the second half of 2024, the Business Process Outsourcing division is poised for growth, driven by the successful acquisition of new contracts on the CFO and CFO-assist services from key venture capital focused managers across the middle east region. These contracts, secured through our newly developed service offerings focusing on services to the fund manager universe, cover finance function outsourcing, investor reporting, finance officer offerings, portfolio administration, back-office administration and pre and post due diligence support. These services were developed to meet the evolving needs of businesses in an increasingly digitalised environment. With these new contracts, AMIF anticipates a marked increase in new wins and market share, reinforcing the Group's position as a leader in the BPO sector.
Use of IPO proceeds
The table below shows an update of use of IPO proceeds:
| Anticipated use of proceeds | Update - FY23 | Current update - H1-2024 |
| IT expenses related to automation process, including licensing fee and consultancy fee (US$1 million) | US$90k deployed towards development of digital onboarding portal and NAV automation | US$139k further deployed towards development of digital onboarding portal and NAV automation |
| Depositary lite license in Luxembourg (US$1 million) | Demerger completed, creating the condition to start the licensing application of depositary lite license | No change |
| Expansion of Governance and Compliance services (US$1 million) | US$114k deployed towards expansion of team and development of ESG services | US$227k deployed towards expansion of team, development of an online AML/CFT e-learning tool and an AML/CFT framework documentation service |
| Setting up licensed fund administration in strategic markets (US$1 million) | The Republic of Ireland was researched as a possible new jurisdiction but after careful appraisals the Board decided to redirect focus to emerging markets including UAE and Kazakhstan | US$80k deployed towards opening of Kazakhstan office; License application process in UAE is ongoing (refer to Market Expansion section) |
| Expansion of sales team in strategic locations (US$1.7 million) | US$222k deployed towards increase in salesforce | US$354k further deployed towards increase in salesforce |
Due to the dynamic nature of these projects, completion progress and resource deployment are regularly reviewed by management to ensure alignment with objectives and effective resource utilisation.
Outlook for the Group
The Board is pleased to report the progress made in the first half of the year, particularly with the early signs of gradual return on the Group's investments. The consistent positive trend in new funds onboarded at the start of the second half further bolsters our optimism that this momentum will continue throughout the year. AMIF is well placed to capitalise as its pipeline of funds converts into active mandates, with an understanding of the potential launch rate and an appreciation for the inherent lag in revenue conversion.
Chi Kin Lai
Chief Executive Officer
Group H1-2024 Income Statement
| H1-2024 | H1-2023 1 | Change | FY-2023 | |
|---|---|---|---|---|
| US$'000 | US$'000 | % | US$'000 | |
| Revenue | ||||
| Fund Administration | 3,982 | 4,347 | (8.4)% | 7,927 |
| Business Process Outsourcing services | 2,299 | 2,065 | 11.3% | 3,582 |
| Governance and Compliance services | 966 | 675 | 43.1% | 1,305 |
| Total Revenue | 7,247 | 7,087 | 2.3% | 12,814 |
| Payroll and remuneration costs | (4,183) | (3,493) | 19.8% | (7,178) |
| Rent and occupancy | (193) | (262) | (26.3)% | (430) |
| Professional fees | (855) | (227) | 276.7% | (1,068) |
| IT expenses | (237) | (314) | (24.5)% | (657) |
| Foreign currency (loss) / gain | (109) | 33 | (430.3)% | 5 |
| Other operating expenses | (643) | (403) | 59.6% | (1,607) |
| Adjusted EBITDA 2 | 1,027 | 2,421 | (57.6)% | 1,879 |
| IPO expenses | - | (1,201) | (100.0)% | (952) |
| EBITDA | 1,027 | 1,220 | (15.8)% | 927 |
| Other gains / (losses) | 17 | (37) | 145.9% | - |
| Interest income | 27 | - | N/A | 99 |
| Interest costs | (20) | (23) | (13.0)% | (89) |
| Depreciation expenses | (157) | (132) | 18.9% | (284) |
| Profit before income tax | 894 | 1,028 | (13.0)% | 653 |
| Income tax expense | (264) | (298) | (11.4)% | (667) |
| Profit / (loss) for the Period / year | 630 | 730 | (13.7 )% | (14) |
1 These comparative figures were extracted from the interim results for the six months ended 30 June 2023 published on 27 September 2023, prepared under the consistent basis as that for the Historical Financial Information ('HFI') included in the listing prospectus dated 5 June 2023. See Reconciliations of Comparatives section under the unaudited financial statements of this report for details.
2 Included in adjusted EBITDA, the Group incurred post-listing expenses of US$813k (H1-2023: $49k) which represent one-time or recurring expenses arising from listing obligations which were dependent on successful admission. Examples of post-listing expenses include the carved-out subscription to certain IT systems such as finance and accounting systems, Microsoft licenses and hosting services. Effective on Admission, the Group also incurred additional expenses such as statutory listing fee, professional indemnity insurance, as well as the engagements of ongoing professional advisers for listing rule compliance.
Financial Review
Revenue
Revenue increased by 2.3% to US$7.2 million (H1-2023: US$7.1 million), which was contributed by:
- Fund Administration revenue dropped to US$4.0 million in H1-2024 (H1-2023: US$4.3 million). The Group witnessed an increase in the net number of funds as compared to H1-2023. However, Fund Administration revenue took a hit as a result of the increased closure and termination of funds at the beginning of the year, as investors redeemed from or withdrew interest in operating funds due to uncertain market conditions. Fund launches remained slow due to the continuous effects of global inflation staying at an uncomfortably high level, leading to depressed market sentiment and challenges in fund raising.
- Governance and Compliance services revenue increased by 43.1% to US$1 million in H1-2024 (H1-2023: US$0.7 million), which is in line with the increase in AML officer and directorship mandates to 455 in June 2024 from 391 mandates in June 2023, predominantly associated with the Group's fund clients domiciled in the Cayman Islands and Luxembourg. The Group has endorsed strategic initiatives to concentrate resources on targeted market, aiming to benefit from the growing demands arising from the fast-changing regulatory requirements, through its expanded services and offerings.
- Business Process Outsourcing services revenue experienced an increase of 11.3% to US$2.3 million in H1-2024 (H1-2023: US$2.1 million). The growing revenue is largely driven by the growth of revenue from the Intragroup Outsourcing Agreement with Amicorp Group, arising from an inflationary adjustment on charge-out rates applied on a consistent scope of work performed.
The seasonal element of Fund Administration and Business Process Outsourcing revenue remains applicable, specifically arising from revenue recognition of financial statement preparation work which falls on the first half of the year.
Divisional Performance Overview
H1-2024
| Fund Administration | Business Process Outsourcing | Governance and Compliance | Total | |
|---|---|---|---|---|
| US$'000 | US$'000 | US$'000 | US$'000 | |
| Revenue | 3,982 | 2,299 | 966 | 7,247 |
| Direct staff costs | (1,622) | (272) | (355) | (2,249) |
| Other direct costs | (210) | - | - | (210) |
| Gross profit | 2,150 | 2,027 | 611 | 4,788 |
| Gross profit margins | 54.0% | 88.2% | 63.3% | 66.1% |
| H1-2023 | ||||
| Fund Administration | Business Process Outsourcing | Governance and Compliance | Total | |
| US$'000 | US$'000 | US$'000 | US$'000 | |
| Revenue | 4,347 | 2,065 | 675 | 7,087 |
| Direct staff costs | (1,557) | (179) | (238) | (1,974) |
| Other direct costs | (284) | - | - | (284) |
| Gross profit | 2,506 | 1,886 | 437 | 4,829 |
| Gross profit margins | 57.6% | 91.3% | 64.7% | 68.1% |
| FY-2023 | ||||
| Fund Administration | Business Process Outsourcing | Governance and Compliance | Total | |
| US$'000 | US$'000 | US$'000 | US$'000 | |
| Revenue | 7,927 | 3,582 | 1,305 | 12,814 |
| Direct staff costs | (2,710) | (254) | (478) | (3,442) |
| Other direct costs | (553) | - | - | (553) |
| Gross profit | 4,664 | 3,328 | 827 | 8,819 |
| Gross profit margins | 58.8% | 92.9% | 63.4% | 68.8% |
Fund Administration, Business Process Outsourcing and G&C segments delivered gross profit margin of 54%, 88% and 63% respectively in H1-2024. These result from the Group's additional investment in the form of additional experienced production employees, especially in the Business Process Outsourcing and G&C services divisions which are in line with the growth strategies set out in the Chief Executive Officer's Report.
All in all, these three segments contribute to 66% of overall gross profit margin for H1-2024, compared to 68% for H1-2023. It continues to demonstrate the Group's capability to consistently maintain a high gross profit margin above 65%.
Payroll and renumeration costs
The Group reported an increase of US$0.7 million, or 19.8%, in payroll and renumeration costs in H1-2024 (H1-2023: US$3.5 million). The major incremental payroll and renumeration costs represents the Group's increased investment in senior sales employees to enhance its outreach to potential customers in strategic locations including Hong Kong, Singapore, Luxembourg and Brazil. The Group's operation and compliance team were also strengthened to provide adequate workforce, capability, and expertise to cope with new business opportunities arising from the continuous sales and marketing efforts, together with local fiscal, tax, and economic reforms.
The table below summarises the Group's headcount by geographical locations as at the Period/year end:
| H1-2024 | H1-2023 | FY-2023 | |
|---|---|---|---|
| Chile | 13 | 13 | 13 |
| Hong Kong | 8 | 7 | 9 |
| India | 38 | 45 | 37 |
| Mauritius | 12 | 10 | 11 |
| Luxembourg | 9 | 8 | 9 |
| Others | 28 | 25 | 29 |
| Total Group Headcount | 108 | 108 | 108 |
Although the total headcount has remained stable, the Group had intentionally shifted its hiring strategy to focus on jurisdictions that offer the specialised expertise needed to meet the growing operational complexity and dynamic demands of the business. The expansion in these higher-cost offices is vital to building a pipeline for future organic growth. As anticipated during the IPO and in line with the adopted business strategies, such investment in human capital is expected to continue in H2-2024. Although it has put temporary pressure on short-term probability, the Group regularly reviews its strategies and closely monitors its results, in order to achieve long-term sustainable growth and future competitiveness.
Rent and occupancy
Rent and occupancy represents cost recharged by Amicorp Group for their subletting and property service rendered to the Group based on various intercompany service agreements. At the same time, the Group charged to depreciation expenses in accordance with the adoption of IFRS16 for its five leases with third party landlords.
The decrease of rent and occupancy by US$69k, or 26.3% to US$193k in H1-2024 compared to US$262k in H1-2023 was partially compensated by depreciation expenses because of the newly acquired third party lease in Hong Kong at lower rate.
Professional fees
Professional fees represent accounting, statutory audit and tax compliance service fees for the Group and its subsidiaries, legal fees for licensing application and legalisation of documents, as well as professional outsourcing relating to ordinary business.
The increase of professional fees by US$628k, or 276.6% to US$855k in H1-2024 compared to US$227k in H1-2023 was largely attributable to post-listing related compliance and advisory expenses. In addition, the Group also incurred additional spending towards statutory and tax reporting obligations for its newly demerged subsidiary in Luxembourg.
IT expenses
IT expenses comprise of the fees incurred for the use of the fund administration system, Bloomberg terminal and other business-related systems.
IT expenses decreased from US$314k in H1-2023 to US$237k in H1-2024 because of the reduced subscription fee incurred from the fund administration system in Chile due to an operation initiative to centralise the usage of the same system with other subsidiaries of the Group.
Other operating expenses
The increase in other operating expenses to US$643k in H1-2024 from US$403k in H1-2023 was due to increased travelling expenses arising from extensive overseas sales meetings and inter-office visits. Furthermore, the Group also actively pursued business development activities including subscription of membership in professional and industry associations, organisation of its own marketing events, as well as sponsorship of selected external forums.
Income tax expense
The estimated income tax expense decreased to US$264k in H1-2024 (H1-2023: $298k), in line with the movement in the profit before income tax. The Group's effective tax rate as a percentage of profit before income tax in H1-2024 remained at a similar level of 29.5% (H1-2023: 29.0%).
Unaudited Condensed Consolidated Financial Statement
For the six months ended 30 June 2024
| Notes | Six months ended 30 June 2024 | Six months ended 30 June 2023 | |
|---|---|---|---|
| Unaudited | Unaudited | ||
| US$'000 | US$'000 1 | ||
| Revenue | 5 | 7,247 | 5,587 |
| Payroll and remuneration costs | 7 | (4,183) | (2,988) |
| Rent and occupancy | (193) | (140) | |
| Professional fees | (855) | (227) | |
| IT expenses | (237) | (314) | |
| Depreciation expenses | (157) | (132) | |
| IPO expenses | - | (1,201) | |
| Foreign exchange (loss) / gain | (109) | 33 | |
| Other operating expenses | 6 | (643) | (403) |
| Operating profit | 870 | 215 | |
| Other gains / (losses) | 17 | (37) | |
| Finance income/ (costs), net | 7 | (23) | |
| Profit before income tax | 5 | 894 | 155 |
| Income tax expense | 8 | (264) | (112) |
| Net profit after tax | 630 | 43 | |
| Other comprehensive income | |||
| Foreign currency translation | 171 | 20 | |
| Total comprehensive income | 801 | 63 | |
| Earnings per ordinary shares | US$ | US$ | |
| Cent | Cent 1 | ||
| Basic EPS | 0.53 | 0.04 | |
| Diluted EPS | 0.53 | 0.04 | |
1 These comparatives for the six months ended 30 June 2023 are exclusive of Amicorp Fund Services Luxembourg S.A ('AFS Luxembourg') for IFRS presentation. AFS Luxembourg was successfully merged into the Group in the second half of 2023 via common control transactions and its full-year financial results were included under merger accounting treatments (i.e., the prospective approach) in the Group's audited consolidated financial statements for the year ended 31 December 2023. Please refer to the Reconciliation of Comparatives section in this report after the primary statements for details, in conjunction with the Group's June 2023 interim results published on 27 September 2023, which were however prepared on the consistent basis as that for the HFI included in the listing prospectus dated 5 June 2023, along with the Group's 2023 audited annual report published on 30 April 2024.
Unaudited Condensed Consolidated Statement of Financial Position
As at 30 June 2024
| Notes | 30 June 2024 | 31 December 2023 | |||||
|---|---|---|---|---|---|---|---|
| US$'000 | US$'000 | ||||||
| Non-current assets | |||||||
| Property, plant and equipment | 87 | 106 | |||||
| Intangible assets | 191 | 83 | |||||
| Right of use assets | 11 | 403 | 440 | ||||
| Investments | 72 | 58 | |||||
| Deferred tax assets | 212 | 232 | |||||
| 965 | 919 | ||||||
| Current assets | |||||||
| Trade receivables | 9 | 2,763 | 2,860 | ||||
| Other receivables, deposits and prepayments | 957 | 561 | |||||
| Amounts due from related companies | 13 | 4,636 | 3,711 | ||||
| Cash and cash equivalents | 2,980 | 2,973 | |||||
| 11,336 | 10,105 | ||||||
| Total assets | 12,301 | 11,024 | |||||
| Current liabilities | |||||||
| Trade payables | 184 | 151 | |||||
| Accrued payroll and employee benefits | 757 | 459 | |||||
| Other payables and accruals | 10 | 921 | 840 | ||||
| Lease liabilities | 11 | 211 | 183 | ||||
| Income tax payable | 567 | 472 | |||||
| 2,640 | 2,105 | ||||||
| Net current assets | 8,696 | 8,000 | |||||
| Total assets less current liabilities | 9,661 | 8,919 | |||||
| Non-current liabilities | |||||||
| Lease liabilities | 11 | 245 | 304 | ||||
| 245 | 304 | ||||||
| Total liabilities | 2,885 | 2,409 | |||||
| NET ASSETS | 9,416 | 8,615 | |||||
| Equity | |||||||
| Share capital | 120 | 120 | |||||
| Share premium | 5,989 | 5,989 | |||||
| Foreign exchange reserves | (204) | (375) | |||||
| Merger reserves | 3,164 | 3,164 | |||||
| Retained earnings | 347 | (283) | |||||
| Total equity | 9,416 | 8,615 | |||||
| Unaudited Condensed Consolidated Statement of Changes in Equity | |||||||
| For the six months ended 30 June 2024 | |||||||
| Share capital | Share premium | Forex translation | Merger reserves | Retained earnings | Distributable reserves | Total | |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
| As at 1 January 2024 | 120 | 5,989 | (375) | 3,164 | (283) | - | 8,615 |
| Profit for the period | - | - | - | - | 630 | - | 630 |
| Foreign currency translation | - | - | 171 | - | - | - | 171 |
| As at 30 June 2024 | 120 | 5,989 | (204) | 3,164 | 347 | - | 9,416 |
| Share capital | Share premium | Forex translation | Merger reserves | Retained earnings | Distributable reserves | Total | |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
| As at 1 January 2023 | 114 1 | - | (200) | 2,244 3 | 1,157 | 4,666 4 | 7,981 |
| AFS Luxembourg exclusion 6 | - | - | - | - | - | (2,097) | (2,097) |
| Adjusted opening balance for IFRS presentation 6 | 114 | - | (200) | 2,244 | 1,157 | 2,569 | 5,884 |
| Share additions | 6 | 6,462 2 | - | - | - | - | 6,468 |
| Profit for the period | - | - | - | - | 730 | - | 730 |
| Pre-listing Dividends | - | - | - | - | (837) | (2,569) | (3,406) 5 |
| Foreign currency translation | - | - | 20 | - | - | 20 | |
| Adjusted closing balance for 30 June 2023 5&6 | 120 | 6,462 | (180) | 2,244 | 1,050 | - | 9,696 |
1 This represents the share capital of the Company, immediately prior to being inserted as a holding company of the Group described in Note 2(a). The share capital amounted to US$62k on its incorporation date being 3 March 2023, and increased to US$114k on 23 May 2023 due to additional share issuance. According to the merger accounting principles outlined in Note 3(c), the Group is treated as if the Company, together with its subsidiaries, had collectively existed and been merged throughout the comparative accounting periods, and hence this share capital of US$114k is presented as the opening balance as at 1 January 2023.
2 On 8 June 2023, the Company successfully raised gross proceeds of US$6.47 million through a placing of 6,468,000 ordinary shares, at the par value of US$0.001 each share. The difference between the placing price and the nominal value of the shares constitutes the share premium.
3 The details regarding the accounting policy for the merger reserve are described in Note 3(c).
4 The opening balance represents certain net earnings of prior years according to the carve-out principles of the HFI included in the listing prospectus dated 5 June 2023, at the time when the Group was previously not yet formed as a separate standalone legal entity or group of entities.
5 Pre-listing dividends of US$5.8m had been preliminarily declared by Amicorp Fund Services Asia Limited, before the Company, Amicorp FS (UK) Plc, was inserted on 26 May 2023 as the holding company of the Group, in line with the listing prospectus dated 5 June 2023. The amount was finalised at $3.4m, following changes for IFRS presentation, included in the annual report ended 31 December 2023 and this final dividend (previously US$5.8m) is updated and reflected here.
6 As described in Note 4(ii), these adjustments for IFRS presentation were to reflect the exclusion of the AFS Luxembourg portion that was however included in the prior interim results for June 2023 prepared under the consistent basis as that for the HFI in the listing prospectus. AFS Luxembourg was then merged into the Group successfully in October 2023 and its full-year financials were included, under the merger accounting approach under common control as if the subsidiary had always been part of the Group, in the audited consolidated financial statements for the year ended 31 December 2023. Also see Section Reconciliation of Comparatives for details.
Unaudited Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2024
Period ended 30 June
| 2024 | 2023 | |
|---|---|---|
| US$'000 | US$'000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Profit before tax | 894 | 155 1 |
| Adjustments for: | ||
| Depreciation of tangible asset | 25 | 16 |
| Depreciation of intangible asset | 30 | - |
| Depreciation of right of use assets | 102 | 116 |
| Realised and unrealised foreign exchange gain | 109 | (33) |
| Recognition of doubtful debt provision | 266 | - |
| Provision for group audit fees | 250 | - |
| Fair value (gain)/ loss from an investment measured at FVTP&L | (17) | 37 |
| Finance costs | 20 | 23 |
| 1,679 | 314 1 | |
| (Increase)/ decrease in trade receivables | (164) | 335 |
| Increase in other receivables, deposits and prepayments | (391) | (861) |
| Increase in amounts due from related companies | (813) | (853) 1 |
| Increase in accrued payroll and employee benefits | 298 | 104 |
| Increase/ (decrease) in trade payables | 33 | (91) |
| (Decrease)/ increase in other provisions and payables | (169) | 91 |
| Cash generated from/ (used in) operations | 473 | (961) |
| Income tax paid to tax authorities | (161) | (752) |
| Income tax settled through amounts due from related companies | - | (265) |
| Net cash flows generated from/ (used in) operating activities | 312 | (1,978) |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Purchase of tangible assets | (144) | (51) |
| Proceeds from a placing of additional ordinary shares | - | 6,324 |
| Net cash flows (used in)/ generated from investing activities | (144) | 6,273 |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Repayment of unwinding interest portion of lease liabilities | (20) | (19) |
| Repayment of principal portion of lease liabilities | (99) | (91) |
| Net cash flows used in financing activities | (119) | (110) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 49 | 4,185 |
| Cash and cash equivalents at beginning of period | 2,973 | 875 |
| Exchange difference | (42) | 32 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 2,980 | 5,092 |
1 Changes for IFRS presentation (i.e., AFS Luxembourg exclusion) are reflected in the comparatives for the six months ended 30 June 2023. See Section Reconciliation of Comparatives and Note 4(ii) for details.
Reconciliation tables below of financial information for the six months ended 30 June 2023 are to demonstrate the consolidated half-year comparatives exclusive of AFS Luxembourg (which was then successfully merged into the Group in the second half of 2023) for IFRS presentation, in conjunction with and as opposed to the Group's June 2023 interim results published on 27 September 2023, which were prepared on the consistent basis as that for the HFI included in the listing prospectus dated 5 June 2023.
RECONCILIATION OF COMPARATIVES
Unaudited Consolidated Condensed Statement of Total Comprehensive Income
for the six months ended 30 June 2023
Adjustment
| As per 2023 interim results | Exclusion of AFS Luxembourg based on IFRS 1 | Adjusted comparatives in this report | |
|---|---|---|---|
| US$'000 | US$'000 | US$'000 | |
| Revenue | 7,087 | (1,500) | 5,587 |
| Payroll and remuneration costs | (3,493) | 505 | (2,988) |
| Rent and occupancy | (262) | 122 | (140) |
| Professional fees | (227) | - | (227) |
| IT expenses | (314) | - | (314) |
| Depreciation expenses | (132) | - | (132) |
| IPO expenses | (1,201) | - | (1,201) |
| Foreign exchange gain | 33 | - | 33 |
| Other operating expenses | (403) | - | (403) |
| Operating profit | 1,088 | (873) | 215 |
| Other losses | (37) | - | (37) |
| Interest costs | (23) | - | (23) |
| Profit before income tax | 1,028 | (873) | 155 |
| Income tax expense | (298) | 186 | (112) |
| Net profit after tax | 730 | (687) | 43 |
1 This represents a portion of a subsidiary (related to AMIF business in Luxembourg) in Amicorp Group brought into AMIF Group, included in the prior interim results for 30 June 2023 published on 27 September 2023, which was prepared under the consistent basis as that for the HFI in the listing prospectus dated 5 June 2023, and it has subsequently been decided to be excluded from the comparatives in this June 2024 interim results for IFRS presentation given that AFS Luxembourg has then been accounted for under the prospective approach described in Note 3(c) since it was successfully merged under common control into the Group from October 2023.
RECONCILIATION OF COMPARATIVES (CONTINUED)
Unaudited Condensed Consolidated Statement of Cash Flows
for the six months ended 30 June 2023
| As per 2023 interim results | Exclusion of AFS Luxembourg based on IFRS | Adjusted comparatives in this report | |
|---|---|---|---|
| US$'000 | US$'000 | US$'000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Profit before tax | 1,028 | (873) | 155 |
| Adjustments for: | |||
| Depreciation of tangible asset | 16 | 16 | |
| Depreciation of right of use assets | 116 | 116 | |
| Realised and unrealised foreign exchange gain | (33) | (33) | |
| Fair value (gain)/ loss from an investment measured at FVTP&L | 37 | 37 | |
| Finance costs | 23 | 23 | |
| 1,187 | (873) | 314 | |
| Decrease in trade receivables | 335 | 335 | |
| Increase in other receivables, deposits and prepayments | (861) | (861) | |
| Increase in amounts due from related companies | (1,726) | 873 | (853) |
| Increase in accrued payroll and employee benefits | 104 | 104 | |
| Decrease in trade payables | (91) | (91) | |
| Increase in other provisions and payables | 91 | 91 | |
| Cash used in from operations | (961) | (961) | |
| Income tax paid to tax authorities | (752) | (752) | |
| Income tax settled through amounts due from related companies | (265) | (265) | |
| Net cash flows used in operating activities | (1,978) | (1,978) | |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Purchase of tangible assets | (51) | (51) | |
| Proceeds from a placing of additional ordinary shares | 6,324 | 6,324 | |
| Net cash flows generated from investing activities | 6,273 | 6,273 | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Repayment of unwinding interest portion of lease liabilities | (19) | (19) | |
| Repayment of principal portion of lease liabilities | (91) | (91) | |
| Net cash flows used in financing activities | (110) | (110) | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 4,185 | 4,185 | |
| Cash and cash equivalents at beginning of period | 875 | 875 | |
| Exchange difference | 32 | 32 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 5,092 | 5,092 | |
Notes to the Unaudited Condensed Consolidated Financial Statements
GENERAL
These interim financial statements are unaudited condensed consolidated financial statements for Amicorp FS (UK) Plc and its subsidiaries. Amicorp FS (UK) Plc (the 'Company'), a public limited company incorporated and domiciled in the United Kingdom with its company number being 14704124 under the Companies Act 2006, together with its subsidiaries (collectively, the 'Group'), is a provider of fund administration services, regulatory reporting, fiduciary services and multi-faceted business support alternatives for hedge funds, private equity funds and family offices investing in listed or unlisted equities, financial instruments, projects, real estate and various asset classes locally or globally.
- BACKGROUND AND BASIS OF PREPARATION
- Background and basis of the condensed consolidated financial information
Since year 2018, newly incorporated subsidiaries of the Group and former subsidiaries of the Amicorp Group entered into multiple conditional agreements for the sale and purchase of the respective equity share capital of such former subsidiaries, being a set of fund administration services within Amicorp Group.
As announced on 5 June 2023, the Company successfully raised gross proceeds of US$6.47 million through a placing of 6,468,000 new ordinary shares, with a further placing of 9,702,000 existing ordinary shares that raised US$9.70 million. On 8 June 2023, the Company was successfully admitted to the Main Market of the London Stock Exchange, as a holding company of the Group.
The insertion of the Company as the holding company of the Group constitutes a carve-out reconstruction involving transfer of shares in the Group's entities, in which merger accounting was applied to the preparation of the 2023 consolidated annual financial statements; the annual consolidated financial statements of the Group were prepared as if the Company, together with its subsidiaries, collectively had already existed before the start of the earliest period presented. The comparative information was, therefore, presented as if the carve-out reconstruction had already occurred, and it was derived from the HFI included in the listing prospectus, primarily adjusted for the demerger equity, reserve and consolidation adjustments, except for AFS Luxembourg; AFS Luxembourg was incorporated as a new legal entity in the Luxembourg jurisdiction during the second half of the 2023 annual financial year and transferred to the Group as a subsidiary, and the carved-out portion related to AFS business in Luxembourg included in the HFI was excluded from the comparatives in the 2023 annual consolidated financial statements, in order to be in compliance with the IFRS reporting framework (See Note 3c). In the June 2024 interim consolidated financial statements of this report, such exclusion is also applied to the comparatives for the six months ended 30 June 2023, and reconciliations to the prior year interim results are presented in Section Reconciliations of Comparatives after the primary statements of this June 2024 interim results.
The condensed consolidated financial statements ('Interim Financial Statements') of Amicorp FS (UK) Plc for the six months ended 30 June 2024 have been prepared in accordance with IAS 34 Interim Financial Reporting issued by the International Accounting Standards Board, as adopted by the United Kingdom ('UK IAS'), and UK-adopted International Financial Reporting Standards ('IFRS'), including the interpretations issued by the IFRS Interpretations Committee ('IFRIC'). These Interim Financial Statements, which are unaudited, does not amount to full statutory accounts within the meaning of Section 434 of the Companies Act 2006 and does not include all of the information and disclosures required for full annual financial statements, and should be read in conjunction with the Group's annual report for the financial year ended 31 December 2023, which is available on the Group's website; the Independent Auditor's Report in the annual report for the financial year ended 31 December 2023 was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.
The condensed consolidated financial statements are presented in thousands of US Dollars ('US$'000') unless otherwise indicated, and prepared under the historical cost convention and based upon the accounting policies disclosed below. Under the merger accounting principles, these Interim Financial Statements of the Group are presented as if the Company, with its subsidiaries, had always existed at its earliest period even though the Company was incorporated in 2023.
While the comparatives pertaining to the financial year ended 31 December 2023 are audited, the interim consolidated financial statements for 30 June 2024, including comparatives for the six months ended 30 June 2023, are unaudited, with consistency in the accounting policies with those applied to the audited annual financial information for the year ended 31 December 2023.
Where applicable, the Group has taken into account and implemented IFRS standards, along with any related interpretations and amendments, which were issued and effective as of 1 January 2024. The Group has not chosen to adopt any standards, interpretations, or amendments before their effective date. While there have been some new amendments effective in 2024, they are not considered to impact the condensed consolidated interim financial statements.
Entities included within the Group
The financial position and financial performance of the following entities are included as part of the condensed consolidated financial statements:
Amicorp Fund Services Asia Limited1
Amicorp Fund Services (Asia) Pte. Ltd.
Amicorp (Shanghai) Consultants Ltd.
Amicorp Fund Services N.V.
Amicorp Fund Services N.V. (Barbados Branch)
Amicorp Fund Services N.V. (Bahamas Branch)
Administradora de Fondos de Inversión Amicorp S.A.
Amicorp Administradora General de Fondos SA
AFS BRASIL LTDA.
Soluciones y Servicios AFS México, S.A. de C.V.
Amicorp Fund Services Malta Limited
Amicorp Support Services Ltd
Amicorp Fund Services (Mumbai) Private Limited1
Amicorp Fund Services (Mumbai) Private Limited (Bangalore Branch)
Amicorp Fund Services (Cyprus) Ltd
Amicorp Fund Services Luxembourg S.A1
Administradora Amicorp Peru SAC
Amicorp Fund Services (AIFC) Limited
1 Shares of these entities were transferred to the Company during the financial year ended 31 December 2023, as part of the reconstruction process for the Company inserted as the holding company of the Group described in Note 2a. These entities are accounted for under the merger accounting approach described in Note 3c, and included in the consolidated financial statements.
Basis of measurement and going concern assumption
The condensed consolidated financial statements have been prepared under the historical cost basis except for certain financial assets and liabilities which are measured at fair value in accordance with UK-adopted IFRS and IAS. The measurement bases are fully described in the accounting policies below.
The material accounting policies that have been used in the preparation of the condensed consolidated financial statements are summarised below. These policies have been consistently applied to years and periods presented unless otherwise stated.
It should be noted that accounting estimates and assumptions are used in preparation of the condensed consolidated financial statements. Although these estimates are based on management's best knowledge and judgment of current events and actions, actual results may ultimately differ from those estimates. The area involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the condensed consolidated financial statements, are disclosed in note 4.
Going concern
The Group raised US$6.5 million in the financial year ended 31 December 2023, which has enriched its working capital. The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date this report is issued. Accordingly, they continue to adopt the going concern basis in preparing the condensed consolidated financial statements.
In assessing going concern, the Directors considered the Group's cash flows, solvency and liquidity positions, and have considered a range of scenarios as part of the assessment; Directors considered the reasonably worst case scenario by applying adverse assumptions on key business metrics which presumes fund launch rate and attrition rate of new funds and existing launching funds respectively being 50% worse than those in the normal scenarios, as a reverse stress test. In this reasonably worst scenario, the net current assets and cash and bank equivalence are projected to remain positive throughout the going concern period.
As at 30 June 2024, the Group had cash and cash equivalents of US$3.0 million (31 December 2023: US$3.0 million) and net current assets of US$8.7 million (31 December 2023: US$8.0 million), which the Directors believe will be sufficient to maintain the Group's liquidity over the going concern period (i.e. at least 12 months from the date of issue of these Interim Financial Statements), including continued investments to meet existing financial commitments and to deliver future growth.
Functional and presentation currency
Items included in the interim financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The presentational currency of the Group is United States Dollars ('US$'), and hence the financial information is presented in US$, unless specified otherwise.
In the condensed consolidated financial information, all individual financial statements of foreign operations, originally presented in a currency different from the Group's presentation currency, have been converted into US$. Assets and liabilities have been translated into US$ at the closing rates at the reporting dates. Income and expenses have been converted into US$ at the exchange rates ruling at the transaction dates, or at the average rates over the reporting period provided that the exchange rates do not fluctuate significantly. Any differences arising from this procedure have been dealt with separately in other comprehensive income and the translation reserves in equity.
- ACCOUNTING POLICIES
- Basis of consolidation
- Assets and liabilities for the condensed consolidated statement of financial position presented are translated at the closing rate at the reporting date;
- cash flow items are translated at the exchange rates ruling at the date of the transaction
Inter-company transactions and balances between group companies together with unrealised profits are eliminated in full in preparing the condensed consolidated financial statements. Unrealised losses are also eliminated unless the transaction provides evidence of impairment on the asset transferred, in which case the loss is recognised in profit or loss.
The results of subsidiaries acquired or disposed of, if any, during the year are included in the condensed consolidated statement of comprehensive income from the dates of acquisition or up to the dates of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by other members of the Group.
- Subsidiaries
- Merger accounting
Merger accounting was applied to the financial year ended 31 December 2023 since the Company was inserted in May 2023 as the holding company of the Group, by way of receiving transferred shares of certain entities under common control as part of the carve-out reconstruction described in Note 2(a), given the ultimate controlling parent has remained the same. This method treated the Company, together with its subsidiaries, as if they had been merged throughout the prior financial year and its comparative accounting periods in the 2023 annual report published on 30 April 2024.
The net assets of the combining entities or businesses used the existing book values from the controlling parties' perspective. No amount was recognised in consideration for goodwill or excess of acquirers' interest in the net fair value of acquiree's identifiable assets, liabilities and contingent liabilities over cost at the time of the carve-out reconstruction, to the extent of the continuation of the controlling parties' interest.
When the Company was inserted as the holding company of the Group, the excess of the carrying amount of integrated net assets over the consideration to Amicorp Group was represented as a merger reserve in equity in the condensed consolidated statement of financial position, under the predecessor method.
AFS Luxembourg was incorporated as a new legal entity in the Luxembourg jurisdiction in October 2023 and transferred to the Group as a subsidiary in the second half of the prior financial year. As the transaction was considered as an acquisition of trade and assets, merger accounting principles were applied prospectively, i.e. without the necessity for restating pre-combination figures and from the date of the common control transfer of the trade and assets into the AFS Luxembourg business without restating the comparatives for that business to before that date. AFS Luxembourg was entitled for all the economic benefits and costs of its AMIF business in Luxembourg effective from 1 January 2023 to its incorporation in October 2023, and therefore the consolidated statement of financial statements for the year ended 31 December 2023 were prepared under merger accounting principles to include such transactions from 1 January 2023, accounting for this AFS Luxembourg business as if it had always been with the Group.
Transaction costs, including professional fees, registration fees, costs of furnishing information to shareholders, costs or losses incurred in operations of the previously separate businesses, etc., incurred in relation to the carve-out reconstruction that were to be accounted for by using merger accounting were recognised as an expense in the period in which they were incurred.
Tangible assets
Tangible assets are stated at cost less accumulated depreciation and accumulated impairment losses.
| Machinery and equipment | 3 - 10 years |
| Furniture and fixtures | 3 - 10 years |
| Motor vehicles | 3 - 5 years |
| Leasehold improvements | in line with lease terms |
Intangible assets
Costs associated with maintaining software programmes are recognised as an expense as incurred. Costs that are directly attributable to the identifiable software are recognised as intangible assets.
IT software 3 - 5 years
- Financial instruments
- Financial assets
Investments
It represents an investment in an equity fund classified as a financial asset measured at fair value through profit or loss, given that it was not elected by management at inception to recognise fair value gains and losses through OCI; the Group held 2,386 units of Series B in Fondo De Inversion Ecus Agri-food, which is a Chilean public fund regulated by the Chilean Financial Market Commission ('CMF'), with aims to generate long-term capital appreciation from its investment portfolio for food and agricultural products, and the units of Series B held by the Group represent 1.69 per cent of the total units issued by the fund.
Debt instruments
Impairment loss on financial assets
For other financial assets, such as amount due from related companies, deposits, prepayments and other current assets, the ECLs are based on the 12-months ECLs. However, when there has been a significant increase in credit risk since origination, the allowance will be based on the lifetime ECLs.
Financial liabilities
Financial liabilities at amortised cost
Financial liabilities at fair value through P&L
Any deferred consideration, arising from business acquisitions, is measured at fair value at the date of acquisition. If an obligation to pay deferred consideration that does not meet the definition of an equity instrument is remeasured at fair value at each reporting date and subsequent changes in the fair value of the deferred consideration are recognised in profit or loss.
- Effective interest method
- Equity instruments
- Derecognition
- Revenue recognition
- provides all of the benefits received and consumed simultaneously by the customer;
- creates or enhances an asset that the customer controls as the Group performs; or
If control of the goods or services transfers over time, revenue is recognised over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation; for instance, certain services are activities performed to fulfil AMIF's continuous integrated fund administrative service and the benefits consumed by the client are substantially the same for each monthly service (i.e. 12 distinct instances of admin service provision) and the corresponding revenue is being recognised every month. Otherwise, revenue is recognised at a point in time when the customer obtains control of the goods or service.
Where the contract contains a financing component which provides a significant financing benefit to the Group, revenue recognised under that contract includes the interest expense accreted on the contract liability under the effective interest method. For contracts where the period between the payment and the transfer of the promised goods or services is one year or less, the transaction price is not adjusted for the effects of a significant financing component, using the practical expedient in IFRS 15.
Revenue comprises the provision of fund administration services, regulatory and compliance services and also business process outsourcing services. Fund administration services represent fund onboarding, registrar and transfer agency and NAV calculation, and preparation of financial statements; regulatory and compliance and business process outsourcing include services of AML, directorship, board support, FATCA, CRS and other tax reporting. These fund services revenues are recognised when the relevant services are rendered and the customer simultaneously receives and consumes the benefits provided.
Income taxes
Income taxes for the reporting period comprise current tax and deferred tax.
Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purposes and is calculated using tax rates that have been enacted or substantively enacted at the end of the reporting period.
The Group has assessed Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) effective from 1 January 2023, where applicable, which narrows the scope of the initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences. There was no impact on the statement of financial position because the balances qualify for offset under paragraph 74 of IAS 12.
Foreign currency
Transactions entered into by group entities in currencies other than the currency of the primary economic environment in which it/they operate(s) (the 'functional currency') are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are recognised in profit or loss in the period in which they arise. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income, in which case, the exchange differences are also recognised in other comprehensive income.
On consolidation, income and expense items of foreign operations are translated into the presentation currency of the Group (i.e. United States dollars) at the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case, the rates approximating to those ruling when the transactions took place are used. All assets and liabilities of foreign operations are translated at the rate ruling at the end of the reporting period. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity as foreign exchange reserve (attributed to non-controlling interests as appropriate). Exchange differences recognised in profit or loss of group entities' separate financial statements on the translation of long-term monetary items forming part of the Group's net investment in the foreign operation concerned are reclassified to other comprehensive income and accumulated in equity as foreign exchange reserve.
Employee benefits
- Defined contribution retirement plan Contributions to defined contribution retirement plans are recognised as an expense in profit or loss when the services are rendered by the employees.
- Termination benefits Termination benefits are recognised on the earlier of when the Group can no longer withdraw the offer of those benefits and when the Group recognises restructuring costs involving the payment of termination benefits.
- Provisions and contingent liabilities
- Impairment of other assets
At the end of each reporting period, the Group reviews the carrying amounts of the following assets to determine whether there is any indication that those assets have suffered an impairment loss or an impairment loss previously recognised no longer exists or may have decreased:
- tangible assets and intangible assets
- Related parties
- A person or a close member of that person's family is related to the Group if that person:
- has control or joint control over the Group;
- has significant influence over the Group; or
- is a member of key management personnel of the Group or the Group's parent.
- An entity is related to the Group if any of the following conditions apply:
- Both entities are joint ventures of the same third party.
- The entity is controlled or jointly controlled by a person identified in (a); or
- that person's children and spouse or domestic partner;
- children of that person's spouse or domestic partner; and
- dependents of that person or that person's spouse or domestic partner.
- Share capital
- Distributable reserve
- KEY ACCOUNTING ESTIMATES
Key sources of estimation uncertainty
- Impairment of financial assets measured at amortised cost
- Comparatives
The Group's June 2023 interim results was published on 27 September 2023, and it had been prepared on the consistent basis as that for the HFI included in the listing prospectus dated 5 June 2023.
Subsequent to the prior year reporting for the six months ended 30 June 2023, AFS Luxembourg was established as a new legal entity in October 2023 and transferred to the Group as a subsidiary in the latter half of the financial year 2023, constituting an acquisition of trade and assets. In accordance with merger accounting principles, this transaction was treated prospectively in the annual report for the financial year ended 31 December 2023, without restating pre-combination figures. As part of that annual report, management exercised judgment in applying accounting standards and assessing the impact of opening balance and comparative adjustments in this context.
Included in this June 2024 interim results, the half-year comparatives for 30 June 2023 are accordingly adjusted to be exclusive of AFS Luxembourg for IFRS presentation. Please refer to the Reconciliation of Comparatives section in this report after the primary statements for further details, in conjunction with to the Group's June 2023 interim results mentioned above, along with the Group's 2023 audited annual report published on 30 April 2024.
SEGMENTAL REPORTING
The Group's decision makers, consisting of the chief executive officer, chief operating officer, the chief financial officer and the manager for corporate planning, examines the Group's performance from a fund service provider's perspective and has identified three reportable segments of its business under IFRS 8.
The customer base is primarily institutional clients, including private equity funds, family offices and hedge funds. No individual client represents more than 5% of revenue in the six months ended 30 June 2024 (30 June 2023: same).
| Period ended 30 June 2024 | Revenue | Direct staff cost | Other direct costs | Gross profit |
|---|---|---|---|---|
| US$'000 | US$'000 | US$'000 | US$'000 | |
| Fund Administration | 3,982 | (1,622) | (210) | 2,150 |
| Business Process Outsourcing | 2,299 | (272) | - | 2,027 |
| Governance and Compliance | 966 | (355) | - | 611 |
| Total | 7,247 | (2,249) | (210) | 4,788 |
| Indirect staff costs | (1,934) | |||
| Other operating expenses | (1,967) | |||
| Finance income, net | 7 | |||
| Profit before income tax | 894 | |||
| Period ended 30 June 2023 2 | Revenue | Direct staff cost | Other direct costs | Gross profit |
| US$'000 | US$'000 | US$'000 | US$'000 | |
| Fund Administration | 2,847 | (1,250) | (284) | 1,313 |
| Business Process Outsourcing | 2,065 | (179) | - | 1,886 |
| Governance and Compliance | 675 | (238) | - | 437 |
| Total | 5,587 | (1,667) | (284) | 3,636 |
| Indirect staff costs | (1,321) | |||
| Other operating expenses | (936) | |||
| IPO expense | (1,201) | |||
| Finance costs | (23) | |||
| Profit before income tax | 155 |
The amount of its revenue from external customers broken down by geographical region of contracting Group entities is shown in the table below.
Geographical revenue
Period ended 30 June
| 2024 | 2023 2 | |
|---|---|---|
| US$'000 | US$'000 | |
| LATAM | 1,202 | 1,468 |
| Europe | 1,785 | 474 |
| MEAI 1 | 4,260 | 3,645 |
| 7,247 | 5,587 |
1 MEAI means Group's operations in the geographical region of Middle East, Asia and India
2 Changes for IFRS presentation (i.e., AFS Luxembourg exclusion) are reflected in the comparatives for the six months ended 30 June 2023 in line with Section Reconciliation of Comparatives and Note 4(ii).
OTHER OPERATING EXPENSES
Period ended 30 June
| 2024 | 2023 | |
|---|---|---|
| US$'000 | US$'000 | |
| Business development expense | 55 | 71 |
| Statutory fee expenses | 36 | 17 |
| Travelling expenses | 279 | 177 |
| Other overhead expenses | 273 | 138 |
| 643 | 403 | |
| 7. PAYROLL AND REMUNERATION COSTS | ||
| Period ended 30 June | ||
| 2024 | 2023 1 | |
| US$'000 | US$'000 | |
| Employee costs (including directors) comprise: | ||
| Wages and salaries | 4,050 | 2,923 |
| Contributions on defined contribution retirement plans | 12 | 8 |
| Other employment benefits | 121 | 57 |
| 4,183 | 2,988 | |
1 Changes for IFRS presentation (i.e., AFS Luxembourg exclusion) are reflected in the comparatives for the six months ended 30 June 2023 in line with Section Reconciliation of Comparatives and Note 4(ii).
INCOME TAX
Period ended 30 June
| 2024 | 2023 1 | |
|---|---|---|
| US$'000 | US$'000 | |
| Current income tax | 257 | 105 |
| Deferred income tax | 7 | 7 |
| Total tax charge for the Period | 264 | 112 |
1 Changes for IFRS presentation (i.e., AFS Luxembourg exclusion) are reflected in the comparatives for the six months ended 30 June 2023 in line with Section Reconciliation of Comparatives and Note 4(ii).
TRADE RECEIVABLES
As at the Period / year ended
| Jun-2024 | Dec-2023 | |
|---|---|---|
| US$'000 | US$'000 | |
| Trade receivables | 3,248 | 3,079 |
| Less: loss allowance | (485) | (219) |
| 2,763 | 2,860 | |
| 10. OTHER PROVISIONS AND PAYABLES | ||
| As at the Period / year ended | ||
| Jun-2024 | Dec-2023 | |
| US$'000 | US$'000 | |
| Current | ||
| Other payables and accruals | 419 | 257 |
| VAT payables | 7 | 29 |
| Group audit fee accruals | 443 | 500 |
| Payment in advance from customers | 52 | 54 |
| 921 | 840 | |
LEASES
This note provides information for leases where Group is a lessee within the scope of IFRS 16.
The total cash outflow for leases amount to US$119k in the six months ended 30 June 2024 (in the half year ended 30 June 2023: $110k).
Right of use assets
Office premise
US$'000
Cost
| At 1 January 2023 | 475 | |
| Additions for the year | 304 | |
| Exchange differences | - | |
| At 31 December 2023 | 779 | |
| Additions for the period | 72 | |
| Disposal during the period | (50) | |
| Exchange differences | (5) | |
| At 30 June 2024 | 796 | |
| Accumulated depreciation | ||
| At 1 January 2023 | 111 | |
| Depreciation for the year | 228 | |
| Exchange differences | - | |
| At 31 December 2023 | 339 | |
| Depreciation for the period | 102 | |
| Disposal during the period | (47) | |
| Exchange differences | (1) | |
| At 30 June 2024 | 393 | |
| Net carrying balance as at 30 June 2024 | 403 | |
| Net carrying balance as at 31 December 2023 | 440 | |
| (ii) Lease liabilities | ||
| Office premises | ||
| US$'000 | ||
| At 1 January 2023 | 383 | |
| Additions | 304 | |
| Interest expense | 40 | |
| Lease payments | (240) | |
| Exchange differences | - | |
| At 31 December 2023 | 487 | |
| Additions | 70 | |
| Interest expense | 20 | |
| Lease payments | (119) | |
| Exchange differences | (2) | |
| At 30 June 2024 | 456 | |
| Discounted lease payments are due as follows: | ||
| As at the p eriod / year ended | ||
| Jun-2024 | Dec-2023 | |
| US$'000 | US$'000 | |
| Within one year | 211 | 183 |
| In between one and two years | 190 | 197 |
| In between two and five years | 55 | 107 |
| 456 | 487 | |
| Undiscounted lease payments are due as follows: | ||
| As at the Period / year ended | ||
| Jun-2024 | Dec-2023 | |
| US$'000 | US$'000 | |
| Within one year | 236 | 213 |
| In between one and two years | 201 | 214 |
| In between two and five years | 55 | 111 |
| 492 | 538 | |
| Less: Future finance charges | (36) | (51) |
| Lease liabilities | 456 | 487 |
| Disclosed as: | ||
| Current | 211 | 183 |
| Non-current | 245 | 304 |
| 456 | 487 | |
Short term leases
Short-term leases are leases with a lease term of 12 months or less without a purchase option. Under IFRS 16, these leases are not included in right of use assets or lease liabilities, and such lease expenses are recognised in profit and loss when incurred; these short term leases are immaterial to Group in the six months ended 30 June 2024 (in the year ended 31 December 2023: same).
DIVIDENDS
During the interim period ended 30 June 2024, the Company did not declare dividends.
In the prior half year ended 30 June 2023, pre-listing dividends of $5.8m had been preliminarily declared and then determined and finalised at $3.4m by Amicorp Fund Services Asia Limited, in line with the listing prospectus dated 5 June 2023.
- RELATED PARTIES TRANSACTIONS
- Transactions with Amicorp Group
The following transactions were carried out with related parties who are members of Amicorp Group.
Period ended 30 June
| 2024 | 2023 | |
|---|---|---|
| US$'000 | US$'000 | |
| 2,158 | 1,766 | |
| Rental and remuneration expenses | (542) | (1,155) |
| As at the Period / year ended | ||
| June-2024 | Dec-2023 | |
| US$'000 | US$'000 | |
| Amounts due from related parties | 4,636 | 3,711 |
Transactions with related parties other than Amicorp Group
There has been no related party other than Amicorp Group that the Group enters into transactions with, related to fund administrative business, throughout the interim period. The Group's transactions are conducted on an arm's length basis.
- Transactions with key management personnel, remuneration and other compensation
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of Group, directly or indirectly.
The summary of compensation of key management personnel is as follows:
Period ended 30 June
| 2024 | 2023 | |
|---|---|---|
| US$'000 | US$'000 | |
| Salaries and short-term benefits | 517 | 372 |
FINANCIAL RISK AND CAPITAL MANAGEMENT
The Group's major financial instruments include trade receivables, other receivables and deposit, amounts due from related companies, cash and cash equivalent and trade payables which are disclosed in respective notes. The risks associated with these financial instruments include liquidity risk, foreign currency risk, credit risk and interest rate risk. The management manages and monitors these exposures to ensure appropriate measures are implemented in a timely and effective manner.
Liquidity risk and Capital management risk
Our assessment of liquidity risk and capital management risk remain consistent with what was disclosed in the annual report for the year ended 31 December 2023, indicating no alterations. There has not been any bank facility or financial covenants in the six months ended 30 June 2024 (in the six months ended 30 June 2023: same).
- Foreign currency risk
- Credit risk
The Group's credit risk is primarily attributable to its trade and other receivables, contract assets and amounts due from related parties. Management has a credit policy in place and the exposures to these credit risks are monitored on an ongoing basis. Management of credit risk involves a number of considerations, such as the financial profile of the counterparty, and specific terms and duration of the contractual agreement.
The Group measures loss allowances for trade and other receivables at an amount equal to lifetime ECLs, which is calculated using a provision matrix. As the Group's historical credit loss experience does not indicate significantly different loss patterns for different customer segments, the loss allowance based on past due status is not further distinguished between the Group's different customer bases. The Group does not have any significant credit risk exposure to any individual client or counterparty.
- Interest rate risk
- Fair value of financial instruments carried at other than fair value
The fair value of financial instruments represents the amount at which the instrument could be exchanged in a current transaction between willing parties, other than a forced sale or liquidation. The carrying amounts of the Group's financial instruments carried at amortised cost approximate their fair values as at 30 June 2024 (31 December 2023: same).
EVENTS OCCURRING AFTER THE REPORTING PERIOD
There has been no subsequent event as of the report date.
CONTINGENT LIABILITIES
The Group has no contingent liabilities arising in the ordinary course of business, which would be material in the context of the Group's condensed consolidated financial position.
Principal Risks and Uncertainties
The Board regularly assesses and monitors the principal risks and uncertainties of the business, and considers that they have not changed and remain relevant for the remaining six months of the 2024 financial year.
Such principal risks and uncertainties are summarised as follows:
Fiduciary risk
The Group acts in a fiduciary capacity as directors and AML officers to its clients which carries specific legal obligations, including certain fiduciary duties as well as responsibility for decision making. Breaches of such specific legal duties and obligations could give rise to a claim against the Group and its employees, and/or sanctions from the Group's regulators.
Risk-based approach to AML and KYC for the Group's business
The Group applies a risk-based approach to AML and KYC in conducting its business in jurisdictions in which the Group may or may not be required to be licensed. Whilst regulatory authorities commonly mandate a risk-based approach to AML and KYC and publish regulatory guidelines and regulatory expectation as to the standards that should be applied in a risk-based approach, there is no assurance that the Group's procedures will in all cases meet all the guidelines and/or regulatory expectation where such guidelines or published regulatory expectations may be open to differing interpretations or lacking legal clarity.
Dependency on key personnel
The Group is dependent upon key senior management personnel who direct the implementation of the Group's strategy and business growth. If the Group's senior management were to depart, or otherwise cease to be able to perform their duties for the Group, the Group may not be able to identify and recruit adequate replacements in a timely manner, or at all, and the Group's business may suffer disruption or other damage.
Risks relating to performance
The Group's clients are engaged in complex activities involving investments in financial instruments and multi-jurisdictional structures. Whilst the Group's staff are trained and experienced in providing services relating to such activities and deliver services within an operating environment that has been developed and tested to prevent errors, the complexity of the activities can mean that it is difficult to fully eliminate the possibility of staff making errors.
Importance of ability to maintain and develop existing client relationships
A large proportion of the Group's revenues are derived from servicing existing fund clients and client structures. There can be no assurance that existing client relationships will continue to grow or that key clients will not choose to move the servicing of their funds and structures to the Group's competitors.
Ability to maintain current referral relationship to gain new clients
The Group has been partially reliant on receiving new client and work referrals from established referral relationships with on-shore and off-shore legal advisers, asset management businesses, independent advisors and consultants, accounting firms and other professional intermediaries, as well as the Amicorp Group and its affiliated business. If the Group is unable to retain and sustain these relationships, this could have a material adverse effect on the Group's business, results of operations or financial condition.
Risks associated with growth and acquisitions
Continued growth in the Group's overall client base would require further investment by the Group in personnel, facilities, information technology, financial management and controls. There is no assurance that the Group would be successful in deploying investment to augment its service offering and overall business scale.
Relationship with the Amicorp Group
Whilst the Pre-IPO reorganisation has been effected at arm's length and such that all of the operations of the fund services business were carved-out from Amicorp Group, the Group is still reliant on the certain contractual undertakings with the Amicorp Group with respect to its Luxembourg and India operations. In the event that the Amicorp Group does not comply with such undertakings in full or in part, the ability of the Group to continue to operate and generate revenue from the fund services business in such jurisdictions could be impaired.
Variable fee risk
The Group's fees are based on a mix of fixed and variable fees. The precise proportion of the Group's variable fees may differ depending on asset size of funds, client preference, activity levels and sector norms. Besides, individual asset classes are susceptible to fluctuations in performance driven by, among other things, macroeconomic factors, changing regulatory obligations, changing taxation legislation, and shifts in client preferences and demands.
Reliance on third party fund administration systems
The services provided by the Group rely considerably on third party fund administration systems. Whilst the Group has contracts in place with each these systems, were a disruption to occur to the support provided by them, this might adversely affect the Group's ability to service its clients in keeping with contracted and expected service levels.
Business continuity risk and IT security
The Group's business is dependent on the capacity and reliability of the IT and communication systems that support its operations. A large part of services are delivered through electronic means, including via public and private communications networks. These IT and communications systems and networks can be subject to performance degradation or failure for reasons within or outside the control of direct suppliers.
Disputes and litigation risk
The Group's activities as a professional service provider across multiple jurisdictions with separate legal and regulatory requirements give rise to the risk of potential disputes, legal proceedings or claims both from clients directly or indirectly or from other parties who may be counterparties to transactions which, whilst the Group is not a party to them as a principal, it may be acting as an agent on behalf of clients involved in them.
Pricing risk
The fund, corporate and private client services industry is well developed and is a highly competitive environment and the Group may face increased competition and price pressure in the markets and jurisdictions in which it operates.
Currency fluctuation risks
As the Group conducts business across multiple jurisdictions, the Group may be exposed to financial risks associated with fluctuations in currency exchange rates, primarily, at present, between, Euros, US dollars, Hong Kong dollars, Singapore dollars and Chilean Pesos.
Statement of Directors' Responsibilities
Each of the Directors whose names appear below confirms that, to the best of his or her knowledge:
- the condensed set of financial statements gives a true and fair view of the assets, liabilities, financial position, and profit or loss of the issuer, or undertakings included in the consolidation, as required by DTR 4.2.4R and prepared in accordance with UK adopted IAS 34 'Interim Financial Reporting';
- the interim management report includes a fair review of the information required by DTR 4.2.7R, namely:
- the interim management report includes a fair review of the information required by DTR 4.2.8 R, namely:
- related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or the performance of the enterprise during that period; and
- any changes in the related party transactions described in the last annual report that could have a material effect on the financial position or performance of the enterprise in the first six months of the current financial year.
The Directors of Amicorp FS (UK) Plc as at the date of this announcement are as follows:
Executive Directors
Chi Kin Lai, Chief Executive Officer
Tat Cheung (Stephen) Wong, Chief Financial Officer
Robin Hoekjan, Chief Operating Officer
Non-Executive Directors
Antonius Knipping, Chairman
Kathy Byrne
Patrick Byron
Approved by the Board and signed on its behalf by:
| Chi Kin Lai Chief Executive Officer 12 September 2024 | Tat Cheung (Stephen) Wong Chief Financial Officer 12 September 2024 |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.