Slide 1: FY24 Results & Acquisition of Forensic IT and Equity Raising
Secure. Sustainable. Scalable. FY24 Results & Acquisition of Forensic IT and Equity Raising 23 August 2024 Secure. Sustainable. Scalable. 1 spirit.com.au
Slide 2: Presenting Today
Presenting Today Julian Challingsworth Paul Miller Simon McKay Spirit Managing Spirit CFO Infotrust CEO Director & CEO Secure. Sustainable. Scalable. 2 spirit.com.au
Slide 3: Contents
Spirit Group 00. FY24 Results Additional Spirit 01. Executive Summary A1. Materials Contents 02. Overview of Spirit A2. Key Risks Acquisition of Foreign Selling 03. A3. Forensic IT Restrictions Funding & Equity Important Notices & 04. A4. Raising Details Disclaimers Funding & Equity 05. Raising Deta
Slide 4: Spirit Group FY24 Results
Spirit Group FY24 Results Secure. Sustainable. Scalable. 4 spirit.com.au
Slide 5: Spirit Group FY24 Overview
Spirit Group FY24 Overview $14M • Spirit Group remains focused on becoming one of Australia’s leading providers of secure digital workplaces, $11.8M with cyber security at the core of everything we do $12M $10.0M $10M • Infotrust acquisition propelled Spirit’s Cyber Security division to the forefron
Slide 6: FY24 revenue broadly in line with prior year, ahead of an expected turnaround in FY25
FY24 revenue broadly in line with prior year, ahead of an expected turnaround in FY25 Consolidated Financials Period Ending 30 June 2024 $ in 000’s FY24 FY23 Change • Total revenue and other income for the Revenue 125,847 127,114 (1,267) Spirit Group for FY24 of $126.1 million (FY23: $127.3 million)
Slide 7: Business segment performance highlights
Business segment performance highlights 1 Revenue ($M) uEBITDA ($M) $60.0M $51.4M $52.4M $15.0M $50.0M $9.5M $41.6M $40.1M $10.0M $6.5M $40.0M $33.6M $34.7M $3.3M $5.0M $30.0M $1.0M $0.0M $20.0M $10.0M $5.0M) ($2.1M) ($4.6M) $0.0M $10.0M) Cyber Security Managed Services Communication & Cyber Securit
Slide 8: Growth Pillars
Growth Pillars The Acquisition demonstrates execution of Spirit's refreshed go-to-market strategy, which provides a platform for the Company to become one of Australia’s leading providers of cyber security, secure digital workplaces and communication solutions 1 Customer Growth 2 Partnerships 3 Expa
Slide 9: FY25 Outlook – Underlying EBITDA
FY25 Outlook – Underlying EBITDA All segments expected to exit FY24 in a positive run rate position, with growing momentum in Spirit’s streamlined and refocused offerings Illustrative Incremental Change in Underlying EBITDA Contribution 1 2 3 4 5 6 1 Growth driven by Infotrust acquisition in April 2
Slide 10: Outlook
Outlook • Following a strong finish to FY24 and with a growing pipeline of business opportunities, Spirit expects to deliver strong growth in FY25 and beyond: o Total recurring revenue now in excess of $70m per annum o Revenue guidance of $154m - $164m in FY25, representing more than 20%-29% growth
Slide 11: Strengthened Cyber Security offering through the Acquisition of Infotrust in April 24
Strengthened Cyber Security offering through the Acquisition of Infotrust in April 24 ✓ Expands Spirit’s geographic presence with a deeper footprint in Sydney and Melbourne 1 Highly complementary to Spirit’s cyber offering ✓ ✓ complementing Spirit’s well-established presence in Brisbane Strengthens
Slide 12: Infotrust acquisition strengthens key partner relationships and expands customer base by 450
Infotrust acquisitions strengthens key partner relationships and expands cyber security customer base by 450 High value key vendor partners Snapshot of Infotrust’s customers 2020 2022 ANZ SMB Partner of the Year APAC Partner of the Year 2020, 2021, 2023 2019 Partner of the Year awards Emerging Partn
Slide 13: Combined Group cyber security services & solutions
Combined Group cyber security services & solutions Significant margin accretion opportunities from Infotrust’s additional offerings and scale, combined with the revenue uplift from the provision of Spirit’s SOC services to Infotrust customers Significant Growth 1 Complementary Capabilities 2 Enhance
Slide 14: 1. Acquisition Executive Summary
1. Acquisition Executive Summary Secure. Sustainable. Scalable. 14 spirit.com.au
Slide 15: Executive Summary (1/2)
Executive Summary (1/2) • Spirit Technology Solutions Ltd (Spirit or the Company) to acquire 100% of the share capital of Forensic IT Pty Ltd (FIT) (the Acquisition) for total consideration of $7.6 million, comprising: ‒ $5.2 million in cash on completion (Upfront Cash); Acquisition overview ‒ $1.6
Slide 16: Executive Summary (2/2)
Executive Summary (2/2) • Acquisition consideration and associated costs to be funded by: ‒ A Placement and Entitlement Offer (as defined below); Funding ‒ 26.9 million Spirit shares issued to FIT’s shareholders with a value of $1.6 million (at a price of $0.0594 per share); and ‒ $0.8 million in De
Slide 17: 02. Overview of Spirit
02. Overview of Spirit Secure. Sustainable. Scalable. 17 spirit.com.au
Slide 18: Overview
Overview Spirit provides services and solutions that enable organisations to be: Secure • Strengthen their security posture to match the constantly changing cyber threat landscape and respond to a privacy or cyber breach. Provide organisations with the confidence to execute their business plans know
Slide 19: Investment Highlights
Investment Highlights National footprint and Strong market tailwinds Advancing accretive Experienced board and Having streamlined and comprehensive SOC across Spirit’s core markets acquisition opportunities executive team with refocused the Company’s capabilities provides a of cyber security, and or
Slide 20: 03. Acquisition of Forensic IT
03. Acquisition of Forensic IT Secure. Sustainable. Scalable. 20 spirit.com.au
Slide 21: Strategic Rationale for Acquisition
Strategic Rationale for Acquisition ✓ Expands Spirit's cyber capability to enable rapid response to cyber incidents: Forensic IT responded to more than 1 Highly complementary to 180 incidents in FY24, further growth expected through cross-sell into Spirit's customer base. ✓ Expands our relationships
Slide 22: Overview of Forensic IT
Overview of Forensic IT Summary Growth Opportunities for Infotrust Major provider of cyber security Digital Forensic and Incident Response (DFIR) Forensic IT responds to >180 breaches p/a creating key opportunities for solutions to more than 180 customers across Australia Infotrust: • Provides a ran
Slide 23: Cyber Security doubles from 26% to 52% of Group Revenue
Cyber Security doubles from 26% to 52% of Group Revenue Revenue contribution by division Spirit FY23 Spirit FY24 Spirit and Forensic IT FY25 Pro Forma Managed C&C, 33% C&C, 32% Managed C&C, 27% Managed Services, 27% Services, 21% Services, 41% Cyber Cyber Security, Security, Cyber 26% 41% Security,
Slide 24: Combined Group Security Domains
Combined Group Security Domains Significant opportunities from Forensic IT’s additional offerings and scale, combined with the revenue uplift from the provision of Infotrust’s Security Operations Centre (SOC) services to Forensic IT customers Significant Growth 1 Complementary Capabilities 2 Enhance
Slide 25: 04. Funding & Details of the Equity Raising
04. Funding & Details of the Equity Raising Secure. Sustainable. Scalable. 25 spirit.com.au
Slide 26: Equity Raising Details
Equity Raising Details • Fully underwritten capital raising comprising an institutional placement to raise approximately $2 million (Placement) and a 1 for 4.024 accelerated pro-rata non-renounceable entitlement offer to raise approximately $18 million (Entitlement Offer) (the Placement and Entitlem
Slide 27: Transaction Funding and Terms
Transaction Funding and Terms Key Commercial Terms Uses of Funds • Total consideration payable for the Acquisition is $7.6 million, comprising: Uses $m ‒ $5.2 million in cash on completion; ‒ $1.6 million in Spirit shares at 5.9c per share, totaling 26.9 million Consideration shares; and FIT Complet
Slide 28: Timetable
Timetable Event Date Trading halt Friday, 23 August 2024 Announcement of Offer Friday, 23 August 2024 Placement and Institutional Shortfall Offer bids due 3:00pm Monday, 26 August 2024 Announcement of results of Placement and Institutional Entitlement Offer Tuesday, 27 August 2024 Trading resumes on
Slide 29: Pro Forma Balance Sheet
Pro Forma Balance Sheet $m 30-Jun-24 30-Jun-24 Impact of Equity 30-Jun-24 Pro Net Debt Pro Forma $m Spirit1 FIT1 Acquisition2 Raise3 Forma Cash and cash equivalents 8.9 0.9 (6.1) 18.5 22.2 Borrowings 28.0 Trade and other receivables 17.3 0.4 - - 17.7 Vendor loan (in Other Payables) 3.0 Deferred con
Slide 30: Underwriting Arrangements (1/3)
Underwriting Arrangements Summary of Key Commercial Terms (1/3) The Placement and Entitlement Offer is fully underwritten pursuant to an underwriting agreement entered into between the Lead Manager and the Company. (Underwriting Agreement). The Underwriting Agreement is subject to certain terms and
Slide 31: Underwriting Arrangements (2/3)
Underwriting Arrangements Summary of Key Commercial Terms (2/3) • (Timetable) an event specified in the Timetable up to and including the Settlement Date is delayed by more than one Business Days (other than any delay agreed between the Company and the Lead Manager); • (material adverse effect) ther
Slide 32: Underwriting Arrangements (3/3)
Underwriting Arrangements Summary of Key Commercial Terms (3/3) The Lead Manager’s underwriting obligations are conditional upon (amongst other things): • (Share Purchase Agreement) prior to 8:00am on the Announcement Date each of: o the Share Purchase Agreement having been validly executed and not
Slide 33: Appendix 1. Additional Materials on Spirit
Appendix 1. Additional Materials on Spirit Secure. Sustainable. Scalable. 33 spirit.com.au
Slide 34: Our Values, Our Vision, Our Mission
Our Values Our Vision Customer Experience We partner with our customers to create value. To create and be part of a thriving and resilient Australian economy, community and environment Excellence through improved use of advanced technology. We challenge how we empower, collaborate and communicate to
Slide 35: Board of Directors
Board of Directors James Joughin Shan Kanji Lynn Warneke Non-Executive Director Chairman Non-Executive Director Our Board has extensive experience leading some of the most successful companies in Australia. Julian Dane Meah Simon McKay Challingsworth Non-Executive Director Executive Director & Manag
Slide 36: Executive Team
Executive Team Julian Paul Miller Zoe Rosenwax Challingsworth Managing Director & Chief Financial Officer Head of People CEO Our executive team has extensive experience across Cyber Security, Managed Services and Communication & Collaboration. Nathan Knox James Harb Elie Ayoub Simon McKay Chief Oper
Slide 37: Appendix 2. Key Risks
Appendix 2. Key Risks Secure. Sustainable. Scalable. 37 spirit.com.au
Slide 38: Key Risks (1/3)
Key Risks (1/3) Funding Risk being damaged and associated loss of customers, leading to a reduction in revenue and profit and damage In recognition of the profitability outcomes in recent financial years, the Company is focused on getting to an to the Company's prospects. operational cashflow positi
Slide 39: Key Risks (2/3)
Key Risks (2/3) Transaction and integration risk Future earnings The Acquisition may consume a large amount of management time and attention during integration, and The Company has undertaken financial and business analysis of FIT in order to determine its attractiveness to the Acquisition may fail
Slide 40: Key Risks (3/3)
Key Risks (3/3) Key Personnel availability of Shares, movements in domestic interest rates, fluctuations in the Australian and international stock markets and general domestic economic activity. The Directors’ and senior managers’ ability to manage successfully the Company's performance and business
Slide 41: Appendix 3. Foreign Selling Restrictions
Appendix 3. Foreign Selling Restrictions Secure. Sustainable. Scalable. 41 spirit.com.au
Slide 42: Foreign Selling Restrictions
Foreign Selling Restrictions This Presentation does not constitute an offer of new ordinary shares of the Company in any jurisdiction in which it would be unlawful. In particular, this Presentation may not be distributed to any person, and the New Shares may not be offered or sold, in any country ou
Slide 43: Appendix 4. Important Notices & Disclaimer
Appendix 4. Important Notices & Disclaimer Secure. Sustainable. Scalable. 43 spirit.com.au
Slide 44: Important Notices & Disclaimer (1/2)
Important Notices & Disclaimer (1/2) This presentation (Presentation) has been prepared by Spirit Technology Solutions Ltd ACN 089 224 402 not be offered or sold in the United States except in transactions exempt from, or not subject to, the (ASX: ST1) (Company or Spirit) in relation to a fully unde
Slide 45: Important Notices & Disclaimer (2/2)
Important Notices & Disclaimer (2/2) Financial Data related bodies corporate, affiliates, agents or advisers (each a Limited Party) guarantees or makes any representations or warranties, express or implied, as to, or takes responsibility for, the accuracy or reliability of All dollar values are in A
Slide 46: Appendices
Appendices Secure. Sustainable. Scalable. 46 spirit.com.au
Slide 47: Segment performance
Segment performance Segment Reporting FY24 $ in 000’s Cyber Security Communication Managed Corporate Total & Collaboration Services Revenue 51,373 40,143 34,706 (375) 125,847 Underlying EBITDA* 3,301 6,518 (4,550) (3,605) 1,664 Depreciation and amortisation expense (exc. amortisation on customer rel
Slide 48: Financial Notes
Financial Notes To be read in conjunction with the Directors’ Report and Annual Financial Statements for the twelve months ended 30 June 2024 * EBITDA is a financial measure which is not prescribed by Australian Accounting Standards (‘AAS’) and represents the profit/(loss) under AAS adjusted for dep