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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Centralnic Group Plc | LSE:CNIC | London | Ordinary Share | GB00BCCW4X83 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 123.20 | 123.20 | 123.60 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMCNIC
RNS Number : 8004K
CentralNic Group PLC
02 September 2019
2 September 2019
CENTRALNIC GROUP PLC
("CentralNic" or "the Company" or "the Group")
HALF YEAR RESULTS 2019
Trading at the top end of market expectations for 2019:
Revenues and Adjusted EBITDA triple Year-on-Year
CentralNic Group Plc (AIM: CNIC), the global internet platform that derives revenue from the subscription sales of domain names and web services, is pleased to announce its half year results for the six months ended 30 June 2019. Both revenues and Adjusted EBITDA have tripled year-on-year, driven by a combination of growth through acquisition and underlying organic growth of c.6%. As indicated in the 2018 year end results, the Directors were considering amending the Group's presentational currency to US Dollars and in H1 2019 concluded to revise the Group's presentational currency for all periods ending after 1 January 2019, bringing it in line with its principal trading currency and industry peers.
Financial Summary:
-- Revenue increased by 225% to $49.7m (H1 2018: $15.3m), which was virtually all subscription based
-- Gross profit increased by 127% to $19.7m (H1 2018: $8.7m) -- Adjusted EBITDA* increased by 203% to $9.2m (H1 2018: $3.1m) -- Operating profit increased by 266% to $2.4m (H1 2018: operating loss of $1.4m) -- Cash balance increased 73% to $17.9m (H1 2018: $10.4m) -- Net debt** was reduced by 47% to $6.0m (H1 2018: $11.3m)
*Excludes impact of share-based payments expense for options, premium domain sales, foreign exchange, and non-core operating costs
** Includes gross cash, debt and prepaid costs; please see section "Post half year end highlights"
Operational Highlights:
-- Numerous notable client wins, including:
o Automattic, the parent company of WordPress and of the .blog TLD
o The Alpnames portfolio of c. 680,000 domain names assigned by ICANN
o The Kingdom of Bahrain, for registry services
o A major contract from a global luxury car manufacturer
o A significant registry project from a South East Asian government
-- On track to make more than $1.0m of cost savings in the full year ending December 2019, from the integration of the KeyDrive acquisition, as demonstrated by strong H1 2019 performance
-- Completion of first stage of earn-out for the KeyDrive acquisition, which exceeded financial targets
-- Successful placing of the debut offering of a EUR50.0m oversubscribed senior secured bond, used to repay debt and to fund acquisitions
Post half year end highlights:
-- TPP Wholesale acquisition completed 1 August 2019 for a gross consideration of c. $16.6m
-- Hexonet acquisition completed 7 August 2019 after CentralNic paid an initial cash consideration of c.$7.8m for all Hexonet shares
-- Ideegeo acquisition completed 7 August 2019 for a total consideration of c.$3.4m
-- Settlement of the EUR50.0m senior secured bond issue on 3 July 2019 and repayment of the prior acquisition facility provided by Silicon Valley Bank on 30 July 2019
-- The debt markets have demonstrated confidence in our recurring business model and acquisition strategy by over subscribing to our debut bond offering
-- The cumulative annual adjusted EBITDA (including ongoing cost reductions of Hexonet) from the three newly acquired businesses, as per their latest completed financial years is $4.6m
-- Net Debt restated for the bond issuance and the three new acquisitions would be approximately $35m, assuming the simultaneous completion of all the transactions on 30 June 2019
Outlook
-- Strong growth in the first half and three successful acquisitions, taking the Company to c. $130m revenues on a proforma annualised basis, demonstrate the successful execution of our buy and build strategy
-- Performance of last year's key acquisition, KeyDrive, demonstrates CentralNic's ability to generate network effect and economies of scale beyond initial hard cost synergies, thereby improving gross margin and adjusted EBITDA margin
-- This gives us confidence to continue with this consolidation strategy and we continue to assess a number of opportunities in what is a huge, fragmented and growing market
-- Having achieved strong results in the first half of 2019, management is confident that the full year result should be around the top end of the current range of analyst forecasts
Ben Crawford, CEO of CentralNic, commented: "In the first half of 2019 CentralNic's adjusted EBITDA exceeded our full year performance in 2018. These outstanding results not only demonstrate that CentralNic can source and complete transformative acquisitions, but that it can also integrate them successfully while continuing to deliver organic growth. Moreover, as we scale up rapidly, the underlying qualities of high recurring revenues and excellent cash conversion become increasingly meaningful.
"Our pipeline of future deals remains strong, while our net debt level remains comfortable particularly given the profitability of the existing CentralNic Group and the expected contribution from recent acquisitions. We are confident in continuing our trajectory towards joining the ranks of the global leaders in our industry."
For further information:
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CentralNic Group Plc
Ben Crawford, Chief Executive Officer +44 (0) 203 388 0600
Don Baladasan, Group Managing Director
Michael Riedl, Chief Financial Officer
Zeus Capital - NOMAD and Joint Broker
Nick Cowles / Jamie Peel (Corporate
Finance) +44 (0) 161 831 1512
John Goold / Rupert Woolfenden (Institutional
Sales) +44 (0) 203 829 5000
Stifel - Joint Broker
Fred Walsh / Neil Shah / Alex Price +44 (0) 20 7710 7600
Newgate Communications (for Media)
Bob Huxford +44 (0) 203 757 6880
Tom Carnegie centralnic@newgatecomms.com
Robin Tozer
Forward-Looking Statements
This document includes forward-looking statements. Whilst these forward-looking statements are made in good faith, they are based upon the information available to CentralNic at the date of this document and upon current expectations, projections, market conditions and assumptions about future events. These forward-looking statements are subject to risks, uncertainties and assumptions about the Group and should be treated with an appropriate degree of caution.
About CentralNic Group Plc
CentralNic (AIM: CNIC) is a London-based AIM-listed company which drives the growth of the global digital economy by developing and managing software platforms allowing businesses globally to buy subscriptions to domain names, used for their own websites and email, as well as for protecting their brands online. Its core growth strategy is identifying and acquiring cash-generative businesses in its industry with annuity revenue streams and exposure to growth markets and migrating them onto the CentralNic software and operating platforms.
CentralNic operates globally with customers in almost every country in the world. It earns recurring revenues from the worldwide sales of internet domain names and other services on an annual subscription basis.
For more information please visit: www.centralnicgroup.com
CHIEF EXECUTIVE OFFICER'S STATEMENT
Introduction
CentralNic's acquisition of KeyDrive in August 2018 substantially increased the scale and capabilities of the Company. The effect of this is fully demonstrated in our H1 2019 results which show a transformational increase in revenues and adjusted EBITDA, both of which have more than tripled against the comparative period for 2018. Contributing to this strong performance in H1 2019, the Company is on track to make more than $1.0m of cost savings in 2019 from the integration of KeyDrive.
Our strategy to rapidly consolidate the recurring revenue domain name industry has continued apace with a further four acquisitions since KeyDrive. The three acquisitions post 30 June 2019 were funded through an oversubscribed EUR50.0m senior secured bond issue. Together, these acquisitions further increase our scale and global presence, improve our product set and competitive positioning, and are earnings enhancing. We are therefore confident of further strong growth with the support of both our investors and new bond lenders providing considerable financial flexibility over the medium term to continue to pursue accretive acquisitions.
Performance Overview
The Company has performed strongly during the period with the key financial metrics listed below:
30 June 30 June
2019 2018 Change
$'000 $'000 %
-------- -------- ---------
Revenue 49,693 15,304 225%
-------- -------- ---------
Gross profit 19,731 8,703 127%
-------- -------- ---------
Adjusted EBITDA(1) 9,230 3,051 203%
-------- -------- ---------
Operating profit / (loss) 2,400 (1,442) 266%
-------- -------- ---------
Loss after tax (2,995) (1,499) (100%)
-------- -------- ---------
EPS - Basic (cents) (1.75) (1.55) (13%)
-------- -------- ---------
EPS - Adjusted earnings
- Basic (cents) (2) 4.25 3.19 34%
-------- -------- ---------
(1) Excludes impact of share-based payments expense for options, premium domain sales, foreign exchange, and non-core operating costs
(2) Please refer to note 11
The KeyDrive acquisition represented a significant proportion of the strong performance in the period, with the acquisition exceeding the first stage of its earn-out targets. As a result of this, the Company released additional consideration in cash and shares in respect of KeyDrive's FY2018 earn-out target on 14 June 2019. The Company grew by c.6% organically in H1 2019, as compared to H1 2018 performance on a proforma basis.
Soon after, on 24 June 2019, the Company announced the successful completion of its first senior secured bond issue of EUR50.0m, which was oversubscribed. The bond, which matures in July 2023, has a coupon of 7% above EURIBOR p.a., with quarterly interest payments. The bond settled on 3 July 2019 with the proceeds released on 30 July 2019 and used to repay incumbent debt and fund the acquisitions of TPP Wholesale, Hexonet and Ideegeo. Therefore, the bond debt was reflected in the financial statements post half year end.
The acquired businesses have similar patterns of recurring revenue and cash conversion as CentralNic's prior business, and hence recurring revenue and cash conversion are expected to remain in line with the long-term trend. This underpins the Company's financial stability and visibility of earnings. The decrease in average gross margin from 57% to 40% reflects the change in the business blend as a result of the KeyDrive acquisition, with the current rate, being the minimum expected rate, maintained throughout the first half.
Segmental Analysis
Reseller customers
We achieved significant scale in our reseller customer segment, with revenues increasing by $19.4m or 317%, from $6.1m to $25.5m, chiefly driven by the KeyDrive acquisition.
During the period, the Company successfully completed a number of key integration projects within its reseller segment, including the migration of KS Registry customers to CentralNic Registry and the migration of CentralNic EPP Gateway customers to the Key-Systems reseller platform.
At the same time, CentralNic continued to secure new reseller clients. Notable wins in the period include Automattic, the parent company of WordPress, for the provision of their domain names and the exclusive distribution of .blog, one of the top 25 new gTLD registries; exclusive registry back-end provision for the Kingdom of Bahrain; and major projects for middle Eastern and South East Asian ccTLDs.
These wins helped the Company to successfully maintain its position as the leading distributor of new Top-Level Domains to retailers, as well as supplier of the long tail of country code domain names to many of the world's leading domain resellers.
Small business customers
Revenue from our small business customers grew by $11.1m or 127%, from $8.7m to $19.8m, which was mainly driven due to the KeyDrive acquisition.
In addition, the Company was assigned the business of defunct domain registrar Alpnames at no consideration, resulting in the bulk transfer of 679,840 domain names onto the CentralNic platform. This followed a competitive application process with ICANN (the gTLD governance body), the winning of which was a clear endorsement of CentralNic's industry reputation and the quality of the Company's platform. Revenues from these are received when individual domain names are renewed.
Progress was also made within the small business customer segment in migrating the Instra websites to the Key-Systems retail platform.
Corporate customers
The fastest growing segment of CentralNic's business was from corporate customers where total revenues grew by $3.9m or 826%, from $0.5m to $4.4m through the KeyDrive acquisition.
Key wins in the corporate segment include exclusive domain name registration projects from a luxury car manufacturer; a major fashion retailer and one of the world's largest online gaming organisations. CentralNic continues to expand its service offering in intellectual property management and protection for the biggest global brands.
Post half year end acquisitions
Acquisition of TPP Wholesale:
On 1 August 2019, CentralNic completed the acquisition of TPP Wholesale in an asset deal for a headline consideration of $24m AUD. TPP Wholesale is the leading platform for resellers of domain names and hosting in Australasia, with around 14,000 reseller customers and 840,000 domains under management. The acquisition highlights CentralNic's strategy as a rapidly growing global consolidator in the domain name industry. Further, it introduces new subscription revenue streams to CentralNic - selling Microsoft Office 365 and Amazon's AWS hosting, as well as increasing the Group's exposure to the soon-to-be-launched new .au country code domain for Australia.
TPP Wholesale's stand-alone revenues and Adjusted EBITDA for the financial year ended 31 December 2018 were determined to be $17.0m AUD ($11.7m) and $3.9m AUD ($2.7m) respectively on an unaudited basis.
Acquisition of Hexonet:
CentralNic completed the acquisition of Hexonet, with operations in Canada and Germany, on 7 August 2019. Hexonet sells domain name subscriptions directly and via more than a thousand resellers in over 110 countries, managing over 3.8 million domains on its proprietary software platforms. The acquisition increases CentralNic's domains under management by c.28%.
CentralNic paid EUR7.0m ($7.8m) on a net cash/debt free basis for all shares in Hexonet and will make a deferred payment of up to EUR3.0m ($3.3m) on the first anniversary of completion, payable in cash or CentralNic shares at prevailing market price, at the Company's discretion. In 2018 Hexonet's revenues were c.EUR16.5m (c.$19.4m), representing a CAGR of 8% on a US Dollar basis for the two preceding years, with an EBITDA of c.EUR0.8m (c.$0.9m). Hexonet was delivered by the seller with over EUR0.3m (c.$0.4m) of ongoing cost reductions compared to the 2018 cost base, which is materially completed, and CentralNic is filling staff vacancies budgeted at EUR0.3m (c.$0.4m) with staff from Hexonet.
Acquisition of Ideegeo:
The acquisition of Ideegeo on 7 August 2019 was the Company's fifth in 12 months. CentralNic acquired Ideegeo, a privately owned domain name retailer registered in New Zealand serving an international customer base, for a purchase price on a net cash/debt free basis of $5.2m NZD (c.$3.4m), of which $520,000 NZD (c.$0.3m) constitutes a deferred payment, held in escrow until May 2021.
For the financial year ended 31 March 2019, Ideegeo's revenues were c. $6.2m NZD (c.$4.2m), with an EBITDA (adjusted for the emoluments of the shareholders leaving the business) of $0.9m NZD (c.$0.6m). The consideration represents a multiple of 5.8 times trailing adjusted EBITDA and is paid in cash.
The cumulative annual adjusted EBITDA (including ongoing cost reductions of Hexonet) from the three newly acquired businesses, as per their latest completed financial years is $4.6m.
Outlook
In the first half of 2019 CentralNic's adjusted EBITDA exceeded our full year performance in 2018. Having achieved strong results in the first half of 2019, management is confident that the full year result should be around the top end of the current range of analyst forecasts.
These outstanding results not only demonstrate that CentralNic can source and complete transformative acquisitions, but that it can also integrate them successfully while continuing to deliver organic growth. Moreover, as we scale up rapidly, the underlying qualities of high recurring revenues and excellent cash conversion become increasingly meaningful.
Our pipeline of future deals remains strong, while our net debt level remains comfortable particularly given the profitability of the existing CentralNic Group and the expected contribution from recent acquisitions. We are confident in continuing our trajectory towards joining the ranks of the global leaders in our industry.
Ben Crawford
Chief Executive
CONSOLIDATED STATEMENT OF Restated(c)
COMPREHENSIVE Unaudited Restated(c)
INCOME Unaudited Six months Audited
Six months ended 30 Year
ended 30 Jun Jun ended 31
2019 2018(b) Dec 2018
Note $'000 $'000 $'000
----- ------------------------------------- ------------- ---------------------------
Revenue 8 49,693 15,304 55,991
Cost of sales (29,962) (6,601) (30,080)
Gross profit 19,731 8,703 25,911
Administrative expenses (17,303) (9,867) (29,053)
Share based payments expense (28) (278) (469)
Operating profit / (loss) 2,400 (1,442) (3,611)
Adjusted EBITDA(a) 9,230 3,051 9,115
Depreciation (576) (48) (326)
Amortisation of intangible
assets (3,598) (2,210) (5,600)
Fair value movement of
investment - - (1,265)
Non-core operating
expenses(d) (2,154) (1,708) (5,840)
Foreign exchange (485) (280) 788
Premium domain sales 11 31 31
Share of associate income - - (45)
Share based payment expense (28) (278) (469)
------------------------------------- ------------- ---------------------------
Operating profit /(loss) 2,400 (1,442) (3,611)
----------------------------- ----- --- ------------------------------------- --- ------------- --- ---------------------------
Finance income 5 18 3
Finance costs 9 (4,031) (489) (1,433)
Net finance costs (4,026) (471) (1,430)
Share of associate income - - 45
Loss before taxation (1,626) (1,913) (4,996)
Taxation 10 (1,369) 414 (1,428)
------------------------------------- ------------- ---------------------------
Loss after taxation (2,995) (1,499) (6,424)
Items that may be
reclassified
subsequently to profit and
loss
Exchange difference on
translation
of foreign operation (271) (1,499) (648)
Total comprehensive loss for
the financial year (3,266) (2,998) (7,072)
Loss is attributable to:
Owners of CentralNic Plc (2,995) (1,499) (6,424)
Non-controlling interest 43 - 5
------------------------------------- ------------- ---------------------------
(2,952) (1,499) (6,419)
Total comprehensive loss is
attributable to:
Owners of CentralNic Plc (3,266) (2,998) (7,072)
Non-controlling interest 43 - 5
------------------------------------- ------------- ---------------------------
(3,223) (2,998) (7,067)
------------------------------------- ------------- ---------------------------
Earnings per share (note 11):
Basic (cents) (1.75) (1.55) (5.04)
Diluted (cents) (1.75) (1.55) (5.04)
Adjusted earnings - Basic
(cents) 4.25 3.19 5.00
Adjusted earnings - Diluted
(cents) 4.10 2.99 4.76
All amounts relate to continuing activities.
(a) Earnings before interest, tax, depreciation and amortisation, acquisition costs and non-cash charges
(b) H1 2018 numbers have been restated to reclassify salaries of $2.5m from cost of sales into administrative expenses, in line with the 2018 presentational change
(c) The comparative figures have been restated in respect of changes to the presentational currency as described in note 6 (b)
(d) Non-core operating expenses include items related to acquisition and integration costs, which are not incurred as part of the underlying trading performance of the Business, and therefore adjusted for, in line with Group policy
CONSOLIDATED STATEMENT OF FINANCIAL POSITION Restated (c) Restated(c)
Unaudited Unaudited Audited
30 Jun 2019 30 Jun 2018 31 Dec 2018
Note $'000 $'000 $'000
----- ------------- ------------- -----------------
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment 12 1,082 306 931
Right-of-use assets 12 3,875 - -
Intangible assets 13 123,220 67,898 127,267
Deferred receivables 14 1,514 764 1,106
Investments fair value through other comprehensive - 1,312 -
income
Investments 1,431 - 1,392
Deferred tax assets 1,705 2,020 1,625
132,827 72,300 132,321
CURRENT ASSETS
Trade and other receivables 15 24,872 18,484 24,382
Taxation receivable - 1,068 -
Inventory 3,876 3,814 3,906
Cash and bank balances 17,885 10,362 23,090
46,633 33,728 51,378
TOTAL ASSETS 179,460 106,028 183,699
EQUITY AND LIABILITIES
EQUITY
Share capital 18 227 120 216
Share premium 74,835 20,624 69,238
Merger relief reserve 2,314 2,314 2,314
Share based payments reserve 3,359 3,181 3,330
Foreign exchange translation reserve 3,880 3,300 4,151
Retained earnings (4,073) 3,734 (1,186)
CAPITAL AND RESERVES ATTRIBUTABLE TO OWNERS OF THE
GROUP 80,542 33,273 78,063
Non-controlling interests (49) - 5
TOTAL EQUITY 80,493 33,273 78,068
NON-CURRENT LIABILITIES
Other payables 5,736 5,663 7,660
Lease liabilities 6 3,482 - -
Deferred tax liabilities 12,138 6,814 12,595
Borrowings 19 - 19,310 22,933
21,356 31,787 43,188
------------- ------------- -----------------
CURRENT LIABILITIES
Trade and other payables and accruals 16 52,486 38,644 59,719
Taxation payable 825 - 452
Lease liabilities 6 462 - -
Borrowings(e) 19 23,838 2,324 2,272
77,611 40,968 62,443
TOTAL LIABILITIES 98,967 72,755 105,631
TOTAL EQUITY AND LIABILITIES 179,460 106,028 183,699
------------- ------------- -----------------
(e) As at 30 June 2019, the SVB term loan has been reflected in short term due to its repayment in July 2019 from the Bond proceeds. In July 2019, this will be replaced with the EUR50.0m bond proceeds under long term borrowings category
CENTRALNIC GROUP Equity
PLC attributable
CONSOLIDATED Share Foreign to owners
STATEMENTS Merger based exchange of the
OF CHANGES IN Share Share relief payments translation Retained Parent Non-Controlling
EQUITY capital premium reserve reserve reserve earnings Company Interest Total
$'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000 $'000
--------- --------- --------- ---------- ------------- ---------- ------------- ---------------- --------
Balance as at 1
January 2018 119 20,369 2,314 3,133 4,799 5,026 35,760 - 35,760
Profit/(loss) for
the period - - - - - (1,499) (1,499) - (1,499)
other
comprehensive
income/(expense)
- translation of
foreign
operation - - - - (1,499) - (1,499) - (1,499)
Total
comprehensive
income for the
period - - - - (1,499) (1,499) (2,998) - (2,998)
Transactions with
owners
Issue of new
shares 1 255 - - - - 256 - 256
Share based
payments - - - 278 - - 278 - 278
Share based
payments
- deferred tax
asset - - - (23) - - (23) - (23)
Share based
payments
- exercised and
lapsed - - - (207) - 207 - - -
Balance as at 30
June 2018 120 20,624 2,314 3,181 3,300 3,734 33,273 - 33,273
--------- --------- --------- ---------- ------------- ---------- ------------- ---------------- --------
Loss for the
period - - - - - (4,925) (4,925) 5 (4,920)
other - - - - - - - - -
comprehensive
income/(expense)
- translation of
foreign
operation - - - - 851 - 851 - 851
Total
comprehensive
income for the
period - - - - 851 (4,925) (4,074) 5 (4,069)
Transactions with
owners
Shares issued 96 49,971 - - - - 50,067 - 50,067
Share issue costs - (1,357) - - - - (1,357) - (1,357)
Share based
payments - - - 191 - - 191 - 191
Share based
payments
- deferred tax
asset - - - (37) - - (37) - (37)
Share based
payments
- exercised and
lapsed (5) 5 - - -
Balance as at 31
December 2018 216 69,238 2,314 3,330 4,151 (1,186) 78,063 5 78,068
--------- --------- --------- ---------- ------------- ---------- ------------- ---------------- --------
Impact of IFRS - - - - - - - - -
16
Loss for the
period - - - - - (2,952) (2,952) (43) (2,995)
Adjustment to
non-controlling
Interest - - - - - 11 11 (11) -
- translation of
foreign
operation - - - - (271) - (271) - (271)
Total
comprehensive
income for the
period - - - - (271) (2,941) (3,212) (54) (3,266)
Transactions with
owners
Issue of new
shares 11 5,597 - - - - 5,608 - 5,608
Share based
payments - - - 25 - - 25 - 25
Share based
payments
- deferred tax
asset - - - 58 - - 58 - 58
Share based
payments
- reclassify
lapsed
options - - - (54) - 54 - - -
Balance as at 30
June 2019 227 74,835 2,314 3,359 3,880 (4,073) 80,542 (49) 80,493
--------- --------- --------- ---------- ------------- ---------- ------------- ---------------- --------
-- Share capital represents the nominal value of the company's cumulative issued share capital.
-- Share premium represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions.
-- Merger relief reserve represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable shares issue costs and other permitted reductions.
-- Retained earnings represent the cumulative value of the profits not distributed to shareholders but retained to finance the future capital requirements of the CentralNic Group.
-- Share based payments reserve represents the cumulative value of share-based payments recognised through equity.
-- Foreign exchange translation reserve represents the cumulative exchange differences arising on Group consolidation.
-- Foreign currency hedging reserve represents the effective portion of changes in the fair value of derivatives.
Restated(c)
Unaudited Unaudited Restated(c)
Six months Six months Audited
ended ended Year
CONSOLIDATED STATEMENT OF CASH 30 Jun 30 Jun ended 31
FLOWS 2019 2018 Dec 2018
$'000 $'000 $'000
------------ ------------ ------------
Cash flow from operating activities
Loss before taxation (1,626) (1,913) (4,996)
Adjustments for:
Depreciation of property, plant
and equipment 576 48 326
Amortisation of intangible assets 3,598 2,210 5,600
Fair value movement of investment - - 1,265
Profit on investment in associate - - (45)
Finance income/(cost) - net 4,026 471 1,430
Share based payments 28 278 469
(Increase)/Decrease in trade and
other receivables (685) 606 2,524
Increase/(Decrease) in trade and
other payables (f) (5,885) 1,522 8,894
(Increase)/Decrease in inventories 62 (3,539) (3,635)
------------ ------------ ------------
Cash flow from operations 94 (317) 11,832
------------ ------------ ------------
Income tax paid (1,479) (1,529) (3,015)
------------ ------------ ------------
Net cash flow from operating activities (1,385) (1,846) 8,817
Cash flow used in investing activities
Purchase of property, plant and
equipment (449) (96) (399)
Purchase of intangible assets,
net of cash acquired - (12) (4,521)
Payment of deferred consideration (1,024) - (680)
Acquisition of a subsidiary, net
of cash acquired - - (11,965)
------------ ------------ ------------
Net cash flow used in investing
activities (1,473) (108) (17,565)
Cash flow used in financing activities
(Repayments) / Proceeds from borrowings
(net) (1,156) (1,375) 3,124
Proceeds from issuance of ordinary
shares (net) 43 14 32,263
Costs from share issue - - (1,394)
Payment of liabilities arising
from KeyDrive acquisition - - (14,923)
Lease rentals (180) - -
Lease interest (50) - -
Interest paid (311) - (682)
Net cash flow generated from /
(used in) financing activities (1,654) (1,361) 18,388
------------ ------------ ------------
Net (decrease)/increase in cash
and cash equivalents (4,512) (3,315) 9,640
Cash and cash equivalents at beginning
of the period/year 23,090 14,675 14,675
Exchange differences on cash and
cash equivalents (693) (998) (1,225)
------------ ------------ ------------
Cash and cash equivalents at end
of the period/year 17,885 10,362 23,090
Bank borrowings (excluding prepaid
costs) (23,838) (21,634) (25,205)
------------ ------------ ------------
Net (debt)/cash excluding issue
costs of debts (5,953) (11,272) (2,115)
(f) One off unwinding negative effect from delayed revenue share payment of $5.3m (full year 2018: positive impact)
NOTES TO THE FINANCIAL INFORMATION
1. General information
CentralNic Group Plc is the UK holding company of a group of companies which are engaged in the provision of global domain name services. The company is registered in England and Wales. Its registered office and principal place of business is 4th Floor, Saddlers House, 44 Gutter Lane, London, England, EC2V 6BR.
The CentralNic Group provides Wholesale ("registry"), Retail ("registrar") and Enterprise services and strategic consultancy for new Top Level Domains ("TLDs"), Country Code TLD's ("ccTLDs") and Second-Level Domains ("SLDs") and it is the owner and registrant for a portfolio of domain names, which it uses as SLD domain extensions and for resale on the domain aftermarket.
2. Basis of preparation
The condensed interim financial information is unaudited and has been prepared on the basis of the accounting policies set out in the Group's 2018 statutory accounts in accordance with Accounting Standard IAS 34 Interim Financial Reporting.
The condensed interim consolidated financial statements do not represent statutory accounts within the meaning of section 435 of the Companies Act 2016. The financial information for the year ended 31 December 2018 is based on the statutory accounts for the year ended 31 December 2018. Those accounts, upon which the auditors issued an unqualified opinion, have been delivered to the Registrar of Companies and did not contain statements under section 498(2) or (3) of the Companies Act 2006.
The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period, except for the estimation of income tax, and the adoption of new and amended standards and accounting policies as set out below.
As reflected in these financial statements, the Group has generated more than half of its adjusted EBITDA in the first half of the year, against the full year market consensus due to seasonality.
3. New and amended standards adopted by the Group
As described in the 2018 Annual Report, the Accounting Standard IFRS 16 has been adopted as of 1 January 2019. Directors have completed their detailed review of IFRS 16 and further guidance on this change in accounting policy is given in note 6 below.
A number of other new or amended standards became applicable for the current reporting period but did not have any impact on the Group's accounting policies and did not require retrospective adjustments.
4. Critical accounting judgments and key sources of estimating uncertainty
In the application of the CentralNic Group's accounting policies, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other sources. The estimates and assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk of causing a significant adjustment to the carrying amounts of assets and liabilities in the financial statements:
Impairment Testing
The recoverable amounts of individual non-financial assets are determined based on the higher of the value-in-use calculations and the recoverable amount, or fair value less costs to sell. These calculations will require the use of estimates and assumptions. It is reasonably possible that assumptions may change, which may impact the Directors' estimates and may then require a material adjustment to the carrying value of tangible and intangible assets.
The Directors review and test the carrying value of tangible and intangible assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. For the purposes of performing impairment tests, assets are grouped at the lowest level for which identifiable cash flows are largely dependent on cash flows of other assets or liabilities. If there are indications that impairment may have occurred, estimates of expected future cashflows will be prepared for each group of assets.
Expected future cash flows used to determine the value in use of tangible and intangible assets will be inherently uncertain and could materially change over time.
Estimation of useful life
The charge in respect of periodic amortisation and depreciation is derived after determining an estimate of an asset's expected useful life. The useful lives of the assets are determined by management at the time the asset is acquired and are reviewed continually for appropriateness.
Deferred Consideration
The fair value of the contingent deferred consideration arising on the business combination/acquisition is a key area of accounting estimate. Judgement was exercised in determining the fair value of the deferred consideration in the KeyDrive acquisition, as described in note 16.
5. Significant accounting policy a) Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the course of ordinary activities, net of discounts and sales related taxes.
Revenue from the sale of services is recognised when the performance obligations are met under the customer contract. In particular:
(i) Sale of Reseller services for domain names to registrars
Reseller revenues are derived from their customer base, registrars, via the following three channels:
(a) Registry channel - These revenues are being generated from the provision of services through the registry service provider mechanism. CentralNic operates as a back-end service provider for third party Top Level Domains on an exclusive basis, enabling the registrars to sell domain names to registrants.
(b) Reseller channel - Revenues are derived by facilitating the sale of domain names to registrars by acting as a reseller platform provider.
(c) Registry Operator channel - CentralNic is an asset holder for Country Code TLD .SK, and therefore generates revenues through sale of domain names of .SK extension to registrars.
In accordance with IFRS 15, each segment evaluates the representation of the underlying customer contracts with the registrars and identifies the performance obligation that are required to be met under the customer contract. Determining the transaction price and allocating the transaction price to the performance obligation is done is also considered, followed by the fulfilment of the performance obligation, therefore leading to the revenue recognition of the sale.
For the Registry revenues and Registry operator channels, upon evaluation of the customer contract, the registry channel has several performance obligations that need to be met over the term of the domain name sale. An invoice under these divisions could cover the sale of a domain name for a fixed term period which could vary between one and ten years, and the performance obligations are expected to be fulfilled over the course of this term on a straight-line basis. Revenues that relate to the period in which the services are performed are recognised in the income statement of that period, with the amounts relating to future periods being deferred into 'Deferred revenues'.
For the Reseller channel, upon evaluation of the customer contract, the registry channel has performance obligations that are met at point of sale of the domain name. An invoice under this division could cover the license to utilise the domain name for a fixed term period which could vary between one and ten years, however, all performance obligations are met at the point of sale, and therefore no revenue is deferred.
(ii) Sale of Small business services for domain names to domain registrants
Small business revenues are generated from the provision of retail and similar services to domain registrants. The sub revenue streams would be those of new registrations and renewals. Revenue originates when a transaction is generated on the service registry platform by the customer.
For the small business division, upon evaluation of the customer contract, the registry channel has performance obligations that are met at point of sale of the domain name. An invoice under this division could cover the license to utilise the domain name for a fixed term period which could vary between one and ten years, however, all performance obligations are met at the point of sale, and therefore no revenue is deferred.
(iii) Sale of Corporate services
Revenue from the provision of computer software to a customer is recognised when the Group has delivered the related software and completed all of the adaptions required by the customer for either the whole contract or for a specific milestone deliverable within the contract. The revenue is recognised at the point of fulfilment of the performance obligation, in line with the customer contract.
Revenue from strategic consultancy and similar services is recognised in profit and loss in proportion to the stage of completion of the performance obligation at the reporting date. The stage of performance obligation fulfilment is determined based on completion of work performed to date as a percentage of total services to be performed.
(iv) Changes in previous year
By exception, due to the refund policy which has been amended on 1 November 2018 as part of the integration, revenues of Instra (Small business and Reseller segments) and UK (small business segments) billed before the 1 November 2018 have been recognised over the course fixed term period of domain name sale, with the amounts relating to future periods being deferred into 'Deferred revenues' which are effectively customer payments on account in advance of satisfaction of the performance obligations.
6. Changes in accounting policy a) Adjustments recognised on adoption of IFRS 16
CentralNic has adopted the IFRS 16 modified retrospective approach from 1 January 2019 but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening statement of financial position on 1 January 2019.
CentralNic previously classified leases as operating or finance lease based on its assessment of whether the lease transferred substantially all the risks and rewards of ownership. Under IFRS 16, CentralNic recognises right-of-use assets and the corresponding lease liabilities for most leases by recording them on the balance sheet.
In applying IFRS 16 on transition, the Group has used the following practical expedients permitted by the standard:
-- The Group has elected not to reassess whether a contract is or contains a lease as defined in IFRS 16 at the date of initial application. For contracts entered into before the transition date, the Group relied on its assessment made when applying IAS 17 and IFRIC 4.
-- For the majority of leases, reliance has been placed on previous assessments of whether leases are onerous under IAS 37 Provisions, Contingent Liabilities and Contingent Assets. For leases where the right-of-use asset has been determined as if IFRS 16 had been applied since the lease commencement date, this expedient has not been taken.
-- Accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases.
The Group has elected not to recognise the right-of-use assets and lease liabilities for short-term leases that have a term of 12 months or less or leases that are of low value ($5,000). Lease payments associated with these leases are expensed on a straight-line basis over the lease term.
At inception or on assessment of a contract that contains a lease component, CentralNic allocates the consideration in the contract to each lease and non-lease component based on their relative stand-alone prices. However, for leases of properties, CentralNic elected not to separate non-lease components and will instead account for the lease and non-lease component as a single lease component.
The Group's leases primarily relate to properties and motor vehicles. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Property leases will often include extension and termination options, open market rent reviews, and uplifts.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the individual lessee company's incremental borrowing rate taking into account the duration of the lease.
The lease liability is subsequently measured at amortised cost using the effective interest method, with the finance cost charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. It is remeasured when there is a change in future lease payments arising from a change in index or rate, or if the Group changes its assessment of whether it will exercise an extension or termination option. The lease liability is recalculated using a revised discount rate if the lease term changes as a result of a modification or re-assessment of an extension or termination option.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received. The right-of-use asset is typically depreciated on a straight-line basis over the lease terms. In addition, the right-of-use asset may be adjusted for certain remeasurements of the lease liability, such as indexation and market rent review uplifts.
The table below summarises the IFRS 16 impact on transition for lease liabilities and the corresponding right-of-use assets along with the movement from 1 January 2019 to 30 June 2019:
Lease liabilities $'000
Operating lease commitment disclosed as at 31 December
2018 1,317
Less short-term and low value lease (309)
Exchange difference (5)
------
Operating lease commitment at 31 December 2018 falls
under IFRS 16 1,003
Discounted using borrowing incremental rate at initial
application (224)
------
Lease liabilities recognised at 1 January 2019 779
------
Current lease liabilities 779
Non-current lease liabilities -
------
Lease liabilities movement from 1 $'000
Jan 2019 to 30 June 2019
At 1 January 2019 779
New leases in period 3,361
Prepaid and accrued lease payments (231)
Interest charge 50
Exchange difference (15)
------
Total lease liabilities at 30 June 2019 3,944
Current lease liabilities 462
------
Non-current lease liabilities 3,482
------
Right-of-use assets $,000 $'000
30 June 2019 1 January
2019
Properties 3,792 683
Motor vehicles 75 96
Equipment 8 -
-------------
Total right-of-use assets 3,875 779
------------- ----------
b) Change of presentation currency - basis of presentation
In the 2018 Annual Report, CentralNic indicated that the Directors were considering amending the currency in which it presents its financial results from UK pounds sterling ('GBP') to US Dollars ('USD') for all financial years beginning after 1 January 2019. In 2019 the Directors concluded to change the presentational currency to US Dollars as the board believes that US Dollar financial reporting provides more relevant presentation of the Group's financial affairs given more than half its trade is in US Dollar and the industry in which it operates is predominantly trading in US Dollars.
To assist shareholders during this change, comparative financial information for the financial year ended 31 December 2018, interim financial report ended 30 June 2018 and financial year ended 31 December 2017 have been restated in US Dollars. For comparative purposes, only financial year ended 31 December 2018 and interim financial report ended 30 June 2018 have been presented in this report.
The change in presentation currency represents a change in accounting policy in terms of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors requiring the restatement of comparative information. In accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates, the following methodology was followed in restating historical financial information from Sterling into US Dollars:
-- Assets and liabilities were translated into US Dollars at closing rates of exchange at the end of the reporting period. Trading results were translated into US Dollars at average rates of exchange for the period. Differences resulting from the re-translation on the opening net assets and the results for the year have been taken to the foreign currency translation reserve;
-- The equity section of the Consolidated Statement of Financial Position, including share capital and premium, foreign currency translation reserve and other reserves, as appropriate, were translated at the historic rates prevailing at the dates of underlying transactions;
-- The effects of translating the Group's financial results and financial position into US Dollars were recognised in the foreign currency translation reserve; and
-- All exchange rates used were extracted from the Group's underlying financial records.
The exchange rates used were as follows:
GBP/US$ exchange 30 June 31 December 30 June 31 December rate 2019 2018 2018 2017 Closing rate 1.2693 1.2800 1.3129 1.3587 Average rate 1.2673 1.2681 1.3288 - 7. Segment analysis
CentralNic is an independent global domain name service provider. It provides Reseller, Small business and Corporate services and is the owner and registrant of a portfolio of domain names. Operating segments are prepared in a manner consistent with the internal reporting provided to the management as its chief operating decision maker in order to allocate resources to segments and to assess their performance.
The Directors do not rely on segmental cash flows or analysis of segment assets and liabilities arising from the operating, investing and financing activities for each reportable segment for their decision making and have therefore not included them. There was a change in the composition in the segmental analysis and the comparatives have been updated. The segmental analysis is organised around the products and services of the business.
The Reseller division is a global distributor of domain names and provides consultancy services to retailers. The Small business division provides domain names and ancillary services to end users, also on a global basis. The Corporate division represents revenue generated by providing technical and consultancy services to corporate clients, licencing of the Group's in house developed registry management platform, and selling premium domain names.
Management reviews the activities of the CentralNic Group in the segments disclosed below:
Period to 30 June 2019
-------------------------------------------------
Reseller Small business Corporate Total
$000 $000 $000 $000
------------------------------------ --------- --------------- ---------- ---------
Revenue 25,509 19,768 4,416 49,693
------------------------------------ --------- --------------- ---------- ---------
Gross profit 8,229 8,218 3,284 19,731
------------------------------------ --------- --------------- ---------- ---------
Total administrative expenses (17,303)
Share based payments expense (28)
------------------------------------ --------- --------------- ---------- ---------
Operating profit 2,400
------------------------------------ --------- --------------- ---------- ---------
Adjusted EBITDA 9,230
Depreciation (576)
Amortisation of intangibles
assets (3,598)
Fair value movement of investment -
Non-core operating expenses (2,154)
Foreign exchange (485)
Premium domain sales 11
Share of associate income -
Share based payment expense (28)
------------------------------------ --------- --------------- ---------- ---------
Operating profit 2,400
------------------------------------ --------- --------------- ---------- ---------
Finance cost (net) (4,026)
Share of associate income -
------------------------------------ --------- --------------- ---------- ---------
Loss before taxation (1,626)
------------------------------------ --------- --------------- ---------- ---------
Income tax expense (1,369)
------------------------------------ --------- --------------- ---------- ---------
Loss after taxation (2,995)
------------------------------------ --------- --------------- ---------- ---------
Period to 30 June 2018
-------------------------------------------------
Reseller Small business Corporate Total
$000 $000 $000 $000
------------------------------------ --------- --------------- ---------- ---------
Revenue 6,120 8,707 477 15,304
------------------------------------ --------- --------------- ---------- ---------
Gross profit 4,616 3,606 481 8,703
------------------------------------ --------- --------------- ---------- ---------
Total administrative expenses (9,867)
Share based payments expense (278)
------------------------------------ --------- --------------- ---------- ---------
Operating loss (1,442)
------------------------------------ --------- --------------- ---------- ---------
Adjusted EBITDA 3,051
Depreciation (48)
Amortisation of intangibles
assets (2,210)
Fair value movement of investment -
Non-core operating expenses (1,708)
Foreign exchange (280)
Premium domain sales 31
Share of associate income -
Share based payment expense (278)
------------------------------------ --------- --------------- ---------- ---------
Operating loss (1,442)
------------------------------------ --------- --------------- ---------- ---------
Finance cost (net) (471)
Share of associate income -
------------------------------------ --------- --------------- ---------- ---------
Loss before taxation (1,913)
------------------------------------ --------- --------------- ---------- ---------
Income tax expense 414
------------------------------------ --------- --------------- ---------- ---------
Loss after taxation (1,499)
------------------------------------ --------- --------------- ---------- ---------
Year to 31 December 2018
-------------------------------------------------
Reseller Small business Corporate Total
$000 $000 $000 $000
------------------------------------ --------- --------------- ---------- ---------
Revenue 27,288 24,223 4,480 55,991
------------------------------------ --------- --------------- ---------- ---------
Gross profit 12,853 9,858 3,200 25,911
------------------------------------ --------- --------------- ---------- ---------
Total administrative expenses (29,053)
Share based payments expense (469)
------------------------------------ --------- --------------- ---------- ---------
Operating loss (3,611)
------------------------------------ --------- --------------- ---------- ---------
Adjusted EBITDA
Depreciation 9,115
Amortisation of intangibles (326)
assets (5,600)
Fair value movement of investment (1,265)
Non-core operating expenses (5,840)
Foreign exchange 788
Premium domain sales 31
Share of associate income (45)
Share based payment expense (469)
------------------------------------ --------- --------------- ---------- ---------
Operating loss (3,611)
------------------------------------ --------- --------------- ---------- ---------
Finance cost (net) (1,430)
Share of associate income 45
------------------------------------ --------- --------------- ---------- ---------
Loss before taxation (4,996)
------------------------------------ --------- --------------- ---------- ---------
Income tax expense (1,428)
------------------------------------ --------- --------------- ---------- ---------
Loss after taxation (6,424)
------------------------------------ --------- --------------- ---------- ---------
8. Revenue
The CentralNic Group's revenue is generated from the following geographical areas:
Unaudited Unaudited Audited
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
-------------------- ---------------- ------------------
Reseller domain sales
UK 305 315 660
North America 5,570 881 5,297
Europe 17,416 3,167 17,689
ROW 2,218 1,757 3,642
------------------------ -------------------- --------------
25,509 6,120 27,288
------------------------ -------------------- --------------
Small business domain sales
UK 1,233 782 1,919
North America 5,368 1,792 6,045
Europe 6,850 2,669 5,805
ROW 6,317 3,464 10,454
19,768 8,707 24,223
------------------------ -------------------- --------------
Corporate sales
UK 198 - 680
North America 1,409 34 1,431
Europe 2,066 300 2,265
ROW 743 143 104
- 618 4,523
------------------------ -------------------- --------------
4,416 477 4,480
------------------------ -------------------- --------------
Total revenue 49,693 15,304 55,991
Corporate sales including premium domain name sales by nature are subject to annual variation depending on customer demand.
No customer contributes greater than 10% or more of the Small business sales division.
The following table shows customers that represented 10% or more of the reseller domain division:
Unaudited Unaudited
6 months 6 months Audited
ended ended Year ended
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
------------ ------------ -------------
Customer A 2,777 1,137 -
Customer B - 585 -
Customer C - - -
Other customers 22,732 4,398 27,288
3.
25,509 6,120 27,288
In the six months ended 30 June 2019, in the corporate sales division, one customer represented over 10% of the sector revenues totaling $710k. In the six months ended 30 June 2018, corporate sales revenues were principally driven by $140k of Dotbrand registry support, software licensing and consulting of $448k, and premium domain name sales of $30k. There were four customers representing over 10% of the revenues totaling $46k, $99k, $103k, and $186k.
9. Finance costs
Unaudited Unaudited
6 months 6 months Audited
ended ended 30 year ended
30 Jun Jun 2018 31 Dec
2019 2018
$'000 $'000 $'000
---------- ---------- -------------
Impact of unwinding of discount
on Net Present Value of deferred
consideration (273) (80) (117)
Reappraisal of deferred consideration (3,173) - -
Arrangement fees on borrowings (157) (115) (185)
Interest expense on loans from
Shareholders - (3) (6)
Interest expense on short-term
borrowings (38) (44) (84)
Interest expense on long-term
borrowings (340) (247) (1,041)
Interest expense on
leases (50) - -
(4,031) (489) (1,433)
---------- ---------- -------------
Details on the impact of deferred consideration on the Finance costs is discussed in detail in note 16.
10. Income tax expense
Unaudited Unaudited
6 months 6 months Audited
ended ended Year ended
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
---------- ---------------------- -------------
Current tax on profits for the
period- UK and foreign (1,886) 34 (1,641)
Adjustments in respect of previous
periods (20) (78) (500)
---------- ---------------------- -------------
Current income tax (1,906) (44) (2,141)
Deferred income tax 537 458 713
(1,369) 414 (1,428)
A reconciliation of the current income tax expense applicable to the profit before taxation at the statutory tax rate to the
current income tax expense at the effective tax rate of the CentralNic Group are as follows:
Unaudited Unaudited
6 months 6 months Audited
end ended Year ended
30 Jun 30 Jun 31 Dec 2018
2019 2018
$'000 $'000 $'000
---------- ---------- --------------
(Loss)/profit before taxation (1,626) (1,913) (4,996)
Tax calculated at domestic tax rates
applicable to profits in the respective
countries 441 576 830
Tax effects of:
Expenses not deductible for tax purposes 105 (475) (1,721)
Profit set off against goodwill amortisation (245) - -
- SK-NIC
Adjustments in respect of previous
periods 20 (145) (325)
Effects of different jurisdictional
tax rates (226)
Tax loss movement (978) - (518)
Deferred consideration amounts capitalised
in local entity (1,016)
Deferred tax 537 458 713
Withholding tax (7) - (356)
Other adjustments - - (51)
Current tax credit/(expense) for
the period/year (1,369) 414 (1,428)
---------- ---------- --------------
The Company estimates for income taxes in the condensed financial statements on the basis of its income for financial reporting purposes, adjusted for items that are not assessable or deductible for income tax purposes, in accordance with the regulations of domestic tax authorities.
The effective rate of tax for the period was 84% (Six months ended 2018: 21.6%), mainly driven by the different jurisdictions tax rate, local tax treatment of deferred consideration amounts, tax losses carried forward and the impact of SK-NIC's profits set off against amortisation of goodwill. As illustrated above the business incurs a high level of non-cash charges which are mainly not deductible for income taxes in the relevant jurisdictions and largely represent permanent differences between accounting and taxable profits. As a percentage of the adjusted EBITDA less non-core operating expenses, the tax charge was 19.4% for the six months ended 30 June 2019, which in the opinion of the Directors is a more appropriate measure of the tax cost to the business.
In the UK, the applicable statutory tax rate for 2019/20 is 19% (2018/19: 19%).
In the USA, federal taxes are due at 21% on taxable income. Under California tax legislation a statutory minimum of $800 of state tax is due.
In Germany, federal taxes are due at 15% on taxable income. With an additional 5.5% solidarity surcharge due on the income tax. A community business tax of 14%-c.17% is also levied with rates determined by the municipality taking the total effective tax charge to circa 30%-34%.
In Australia and New Zealand, income taxes are due at 30% and 28% respectively on taxable income.
In Slovakia, income tax is due at 21% of taxable income.
11. Earnings per share
Earnings per share has been calculated by dividing the consolidated profit/(loss) after taxation attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share has been calculated on the same basis as above, except that the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares (arising from the Group's share option scheme and warrants) into ordinary shares has been added to the denominator. There are no changes to the profit (numerator) as a result of the dilutive calculation.
Unaudited Unaudited Audited
As at As at As at
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
------------ ------------ ------------
Loss after tax attributable
to owners (2,995) (1,499) (6,424)
------------ ------------ ------------
Operating profit /(loss) 2,400 (1,442) (3,611)
Depreciation 576 48 326
Amortisation of intangible assets 3,598 2,210 5,600
Fair value movement of investment - - 1,265
Non-core operating expenses 2,154 1,708 5,840
Foreign exchange 485 280 (788)
Premium domain sales (11) (31) (31)
Share of associate income - - 45
Share based payment expense 28 278 469
------------ ------------ ------------
Adjusted EBITDA 9,230 3,051 9,115
Finance costs (excluding deferred
consideration related amounts
- note 9) (585) (409) (1,316)
Finance income 5 18 3
Taxation (1,369) 414 (1,428)
------------ ------------ ------------
Adjusted Earnings 7,281 3,074 6,374
------------ ------------ ------------
Weighted average number of shares:
Basic 171,396,695 96,492,348 127,515,308
Effect of dilutive potential
ordinary shares 6,224,426 6,450,928 6,371,914
------------ ------------ ------------
Diluted 177,621,121 102,943,276 133,887,222
------------ ------------ ------------
Earnings per share:
Basic (cents) (1.75) (1.55) (5.04)
Diluted (cents) (1.75) (1.55) (5.04)
Adjusted earnings - Basic (cents) 4.25 3.19 5.00
Adjusted earnings - Diluted
(cents) 4.10 2.99 4.76
At 30 June 2018, 31 December 2018 and 30 June 2019, for the purposes of the unadjusted Earnings Per share calculation, the contingently issuable potential ordinary shares included within the share options are anti-dilutive and are not included in the calculation.
12. Property, plant and equipment
Right of Motor Computer Furniture
use assets vehicles equipment and fittings Total
$'000 $'000 $'000 $'000 $'000
Cost
At 1 January
2018 - - 961 130 1,091
Additions - - 75 - 75
Exchange
differences - - (29) (6) (35)
-------------------------- -------------------- ------------------------ ------------------------ -------
At 30 June
2018 - - 1,007 124 1,131
-------------------------- -------------------- ------------------------ ------------------------ -------
Additions - - 302 8 310
Acquisition
of
subsidiary - 29 468 140 637
Exchange
differences - 1 (55) (15) (69)
At 31
December
2018 - 30 1,722 257 2,009
-------------------------- -------------------- ------------------------ ------------------------ -------
IFRS 16
adjustment
on 1
January
2019 779 - - - 779
Additions 3,406 - 273 176 3,855
Exchange
differences (15) - (4) (1) (20)
At 30 June
2019 4,170 30 1,991 432 6,623
-------------------------- -------------------- ------------------------ ------------------------ -------
Accumulated depreciation
At 1 January
2018 - - 720 88 808
Charge for
the period - - 46 2 48
Exchange
differences - - (27) (4) (31)
At 30 June
2018 - - 739 86 825
-------------------------- -------------------- ------------------------ ------------------------ -------
Charge for
the period - 10 242 26 278
Exchange
differences - 1 (23) (3) (25)
At 31
December
2018 - 11 958 109 1,078
-------------------------- -------------------- ------------------------ ------------------------ -------
Charge for
the period 295 3 239 39 576
Exchange
differences - (1) 13 - 12
At 30 June
2019 295 13 1,210 148 1,666
-------------------------- -------------------- ------------------------ ------------------------ -------
Property,
plant and
equipment-
carrying
value
At 30 June
2018 - 268 38 306
-------------------------- -------------------- ------------------------ ------------------------ -------
At 31
December
2018 - 19 764 148 931
-------------------------- -------------------- ------------------------ ------------------------ -------
At 1 January
2019
restated
NBV 779 19 764 148 1,710
-------------------------- -------------------- ------------------------ ------------------------ -------
At 30 June
2019 3,875 17 781 284 4,957
-------------------------- -------------------- ------------------------ ------------------------ -------
The carrying value of property, plant and equipment excluding right of use assets recognised under IFRS 16 at 30 June 2019 was $1,082k.
13. Intangible assets
Domain Patents Customer
Names & Trademarks Software List Goodwill Total
$000 $'000 $'000 $'000 $'000 $'000
Cost or deemed cost
At 1 January 2018 1,550 - 5,170 33,069 39,413 79,202
Additions - - 12 - - 12
Exchange Differences (49) - (229) (1,387) (1,191) (2,856)
At 30 June 2018 1,501 - 4,953 31,682 38,222 76,358
------- -------------- ----------- --------- ----------- --------
Additions - 319 471 1,472 2,065 4,327
Acquisition of subsidiary 12 2,794 8,982 8,978 37,192 57,958
Exchange Differences (41) 97 233 (186) 121 224
------- -------------- ----------- --------- ----------- --------
At 31 December 2018 1,472 3,210 14,639 41,946 77,600 138,867
------- -------------- ----------- --------- ----------- --------
Additions - - - - - -
Exchange Differences (13) (2) (39) (255) (256) (566)
------- -------------- ----------- --------- ----------- --------
At 30 June 2019 1,459 3,208 14,600 41,691 77,344 138,301
Amortisation
At 1 January 2018 299 - 2,284 3,982 - 6,565
Charge for the period 63 - 566 1,581 - 2,210
Exchange differences (12) - (110) (193) - (315)
------- -------------- ----------- --------- ----------- --------
At 30 June 2018 350 - 2,741 5,369 - 8,460
------- -------------- ----------- --------- ----------- --------
Charge for the period 59 89 1,050 2,192 - 3,390
Exchange Differences (10) (1) (72) (167) - (250)
------- -------------- ----------- --------- ----------- --------
At 31 December 2018 399 88 3,719 7,394 - 11,600
------- -------------- ----------- --------- ----------- --------
Charge for the period 54 111 1,135 2,298 - 3,598
Exchange Differences (4) - (27) (85) - (116)
------- -------------- ----------- --------- ----------- --------
At 30 June 2019 449 199 4,827 9,607 - 15,081
Carrying value
At 30 June 2018 1,151 - 2,212 26,313 38,222 67,898
------- -------------- ----------- --------- ----------- --------
At 31 December 2018 1,073 3,122 10,920 34,553 77,600 127,267
------- -------------- ----------- --------- ----------- --------
At 30 June 2019 1,010 3,009 9,773 32,084 77,344 123,220
------- -------------- ----------- --------- ----------- --------
Amortisation of intangible assets is included in administrative expenses in the combined and consolidated statement of comprehensive income.
14. Deferred receivables
Unaudited Unaudited Audited
As at As at As at
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
---------- ---------- --------
Deferred costs 1,414 664 1,006
Loans to related parties 100 100 100
1,514 764 1,106
15. Trade and other receivables
Unaudited Unaudited Audited
As at As at As at
30 Jun 30 Jun 31 Dec
2019 2018 2018
$'000 $'000 $'000
---------- ---------- ---------------------
Trade receivables 10,124 4,489 12,393
Accrued revenue 7,840 6,046 5,141
Deferred costs 1,112 5,017 3,556
Prepayments and other receivables 2,803 1,338 1,742
Supplier payments on account 2,993 576 1,550
Amounts due from shareholders - 1,018 -
24,872 18,484 24,382
---------- ---------- ---------------------
16. Trade and other payables and accruals
Unaudited Unaudited Audited
As at As at As at
30 Jun 2019 30 Jun 31 Dec
2018 2018
$'000 $'000 $'000
------------- ---------- --------
Accounts payable 5,447 4,888 9,248
Accrued expenses 15,054 7,360 12,144
Other taxes and social security 262 228 327
Deferred consideration 5,838 - 7,581
Deferred revenue 6,852 13,766 9,992
Customer payments on account 18,393 11,935 19,693
Accrued interest 245 183 230
Other liabilities 395 284 504
52,486 38,644 59,719
------------- ---------- --------
On 2 August 2018 CentralNic Group completed the acquisition of the entire share capital of KeyDrive S.A. for an initial consideration of US$35.8m plus a performance based deferred consideration of US$10.5m (discounted at US$6.5m). It was agreed that if certain financial performance tests were met, CentralNic would pay inter.services a performance-based earn-out of up to US$10.5m, a minimum of 15% of which shall be settled in cash and up to 85% of which may be settled by the issue of additional consideration shares. As at 31 December 2018, the deferred consideration of US$10.5m was discounted to US$6.5m. The KeyDrive acquisition delivered a strong performance exceeding the first stage of its earn-out targets. As a result of this, the Company settled additional consideration in cash of $1,025k and in shares of $5,809k on 14 June 2019. The second stage of its earn-out is dependent on KeyDrive's 2019 financial performance, and payable in 2020. Due to the continual strong performance of the KeyDrive, in 2019, there was an upward reappraisal of the deferred consideration amounts for KeyDrive. These costs were recorded in the finance cost in the Consolidated Statement of Comprehensive Income as described in note 9. The deferred consideration and the finance costs also reflected the unwinding of the discount factor resulting from the passage of time.
17. Financial instruments
The CentralNic Group is exposed to market risk, credit risk and liquidity risk arising from financial instruments. The CentralNic Group's overall financial risk management policy focusses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the CentralNic Group's financial performance. The Group does not trade in financial instruments.
The principal financial instruments used by the CentralNic Group, from which financial instrument risk arises, are as follows:
Unaudited Unaudited
As at As at Audited
30 Jun 30 Jun As at
2019 2018 31 Dec
2018
$'000 $'000 $'000
---------- ---------- ----------
Financial assets
Loan and receivables
Trade and other receivables 23,292 12,472 18,954
Cash and cash equivalents 17,885 10,362 23,090
41,177 22,834 42,044
Financial liabilities measure
at amortised costs
Trade and other payables 25,351 12,941 22,378
Loan and borrowings (short
and long term) 23,838 21,634 25,205
49,189 34,575 47,583
---------- ---------- ----------
18. Share capital
Number Share Capital Share Premium Merger Relief
$'000 $'000 $'000
At 1 January 2018 95,894,348 119 20,369 2,314
Options exercised on 1 February 2018 598,000 1 255 -
At 30 June 2018 96,492,348 120 20,624 2,314
Shares issued in respect of KeyDrive acquisition 74,160,454 96 49,971 -
Transactions costs - - (1,357)
At 31 December 2018 170,652,802 216 69,238 2,314
Foreign exchange movement - - - -
Proceeds from shares issued in connection with the
employee share option schemes 100,000 1 44 -
Shares issued to settle the deferred consideration
in respect of KeyDrive acquisition 7,384,978 10 5,553
At 30 June 2019 178,137,780 227 74,835 2,314
----------- ------------- ------------- -------------
On 1 April 2019, share options of 100,000 exercised at 35p each, resulted in additional share premium of $44k being recognised in the period.
On 14 June 2019, 7,384,798 shares were issued to settle the deferred consideration in respect of the Keydrive acquisition.
19. Borrowings
At 30 June 2019, the contractual maturities of the Group's non-derivative financial liabilities were as follows:
Less
Less than Between Between Total Carrying
than 6-12 1 and 2 and Over contractual amount
6 months months 2 years 5 years 5 years cash flows (assets)/liabilities
---------- -------- --------- ----------- --------- ------------ ---------------------
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
---------- -------- --------- ----------- --------- ------------ ---------------------
Trade and
other payables
and accruals 25,351 - - - - 25,351 25,351
Borrowings
(include
prepaid costs) 23,838 - - - - 23,838 23,838
Lease liabilities 271 290 720 2,279 1,101 4,661 4,661
---------- -------- --------- ----------- --------- ------------ ---------------------
Total non-derivatives 49,460 290 720 2,279 1,101 53,850 53,850
---------- -------- --------- ----------- --------- ------------ ---------------------
As at 30 June 2019, the SVB term loan has been reflected in short
term due to its repayment in July 2019 from the Bond proceeds. In
July 2019, this will be replaced with the EUR50.0m bond proceeds
under long term borrowings category.
At 31 December 2018, the contractual maturities of the Group's non-derivative
financial liabilities were as follows:
Less
Less than Between Between Total Carrying
than 6-12 1 and 2 and Over contractual amount
6 months months 2 years 5 years 5 years cash flows (assets)/liabilities
---------- -------- --------- ----------- --------- ------------ ---------------------
$ 000 $ 000 $ 000 $ 000 $ 000 $ 000 $ 000
---------- -------- --------- ----------- --------- ------------ ---------------------
Trade and
other payables
and accruals 22,378 - - - 22,378 22,378
Borrowings
(include
prepaid costs) 1,137 1,137 2,274 20,657 - 25,205 25,205
Lease liabilities - - - - - - -
---------- -------- --------- ----------- --------- ------------ ---------------------
Total non-derivatives 23,515 1,137 2,274 20,657 - 47,583 47,583
---------- -------- --------- ----------- --------- ------------ ---------------------
20. Events occurring after the reporting period
The below transactions are completed since 30 June 2019. The financial effects of the transactions below have not been brought into account at 30 June 2019. The operating results together with the assets and liabilities of the companies will be brought into the Group financial statements from the respective dates of acquisition.
Senior Secured bond
On 23 May 2019, CentralNic mandated Pareto Securities to arrange a series of fixed income investor meetings to potentially issue a senior secured non-convertible bond of approximately EUR50.0m which was successfully completed on 24 June 2019 for c.$56.8m. The bond has a maturity of 4 years and a coupon rate of three-month EURIBOR plus 7% per annum with a quarterly interest payment.
On 30 July 2019, CentralNic received the disbursement of the Bond issue amounting to EUR50.0m less associated costs of EUR1.125m. Following the disbursement, the proceeds were used to repay the existing SVP interest bearing loan for an amount of EUR25.2m and fund the following acquisitions:
- The Sydney-based business, TPP Wholesale for a total cash consideration amount of $21.3m AUD (Headline consideration of $24.0m AUD);
- The Hexonet group of companies for an amount of EUR7.9m, including a purchase price adjustment and;
- The Ideegeo transaction amounting to EUR3.4m.
The senior secured bond has been listed on the Open Market of Frankfurt Stock Exchange and an application made to list the bond on the Oslo Stock Exchange.
Share Awards and exercise of Options
On 1 August 2019, CentralNic awarded ordinary shares of GBP0.001 each ("Ordinary Shares") under the CentralNic Group Plc Long Term Incentive Plan and Share Option Plan (the "LTIP" and "SOP" and together, the "Plans") to Group employees including persons discharging managerial responsibilities ("PDMRs"). These awards were granted to regularise the position in relation to Awards previously agreed in principle by the Remuneration Committee and the options granted were as follows;
Awards granted
PDMR Type of Award No of Ordinary Shares subject to award Exercise price
Ben Crawford LTIP Award 2,500,000 Nil
----------------------- --------------------------------------------- -----------------------
Don Baladasan LTIP Award 2,000,000 Nil
----------------------- --------------------------------------------- -----------------------
Stuart Fuller LTIP Award 500,000 47p
----------------------- --------------------------------------------- -----------------------
Michael Riedl LTIP Award 145,833 Nil
----------------------- --------------------------------------------- -----------------------
Conditions attached to the Awards Granted:
1. The LTIP awards granted to Ben Crawford and Don Baladasan are subject to stretching performance targets for the share price and only on achievement of these targets and them remaining in employment with CentralNic, the LTIP will vest three years from the acquisition of KeyDrive S.A, i.e 16 July 2021.
2. The LTIP Award granted to Stuart Fuller will vest on 27 February 2020, three years from the date of his recruitment as Group Commercial Director and subject to his continued employment with CentralNic.
3. The LTIP Award granted to Michael Riedl will vest three years from the date issue subject to his continued employment with CentralNic.
The awards granted to the remaining PDMRs in the table above and to certain other employees were granted as nil-cost options under the terms of the LTIP and/or the SOP (as relevant) over a total of 1,893,276 Ordinary Shares. The Awards under the LTIP and SOP vest subject to the continued employment of the Award holder.
Issue of Ordinary Shares
On 1 August 2019, CentralNic issued and allotted 3,655,698 Ordinary Shares to satisfy:
1. The exercise by certain employees of share options previously granted by the Company ("Options"), including to the following PDMRs:
No of Ordinary Shares acquired on exercise of options Date of grant options
PDMR
Don Baladasan 52,083 1 June 2013
------------------------------------------------------------ ----------------------------
Don Baladasan 384,615 1 August 2019
------------------------------------------------------------ ----------------------------
2. The awards previously granted, will be held jointly by the participant and RBC Cees Trustee Limited ("RBC"), the trustee of CentralNic Employee Benefit Trust ("EBT"). These Ordinary shares have no voting and dividend rights whilst unvested and the table below summarises the issue:
Granted date of original option No of Ordinary Shares subject to options
PDMR
Don Baladasan 1 August 2019 1,600,000
--------------------------------- -----------------------------------------
Tom Pridmore 14 October 2019 88,000
--------------------------------- -----------------------------------------
Tom Pridmore 5 February 2016 350,000
--------------------------------- -----------------------------------------
Iain McDonald 5 February 2016 350,000
--------------------------------- -----------------------------------------
Please note that the resulting Ordinary Shares have been purchased by the EBT at a price of GBP0.59 per Ordinary Share from the Option holders and an application has been made to the London Stock Exchange for the admission of the Ordinary Shares which are expected to be admitted to trading on 8 August 2019.
Further on 1 August 2019, CentralNic has agreed to allow Ben Crawford to retain the 850,000 options which were previously announced to be cancelled in partial recognition of his performance in leading the Company over the 12 months since the acquisition of KeyDrive S.A.
A total number of 11,869,412 Ordinary Shares are held under options granted to all employees and Directors of the CentralNic Group.
Acquisitions
TPP Wholesale
On 1 August 2019, the Group completed the acquisition of TPP Wholesale, a carve out of certain trade and assets from ARQ Group Limited (ASX: ARQ) ("ARQ"), a company listed on the Australian Securities Exchange. TPP Wholesale is Australasia's leading domain name and hosting reseller platform business with around 14,000 reseller customers and 840,000 domains under management, including 19% of all.com.au registrations. The total cash consideration for the acquisition comprises an initial purchase price of $22m AUD less the Purchase Price Adjustment of $0.7m AUD which is an estimated Working Capital Adjustment restated at the completion date representing a total gross consideration/headline consideration of $24.0m AUD including taxes. The initial purchase price of TPP Wholesale amounting to $22m AUD represent 4.5 x EBITDA, less $0.7m AUD of adjustment. Given the nature of the acquisition, the transition period is expected to stipulate a 2 years transition in order to migrate the customer base giving rise to a number of one-off costs of approximately $1.8m AUD, of which $0.7m AUD are expected to be incurred in CentralNic's financial year ending 31 December 2019.
The table below summarises the cash consideration paid and the total acquisition costs of the trade and business assets:
Cash consideration $'000 AUD$'000
------- ---------
Purchase price 15,156 22,000
Purchase price adjustment (504) (732)
Total Cash Consideration 14,651 21,268
------- ---------
Acquisition costs $'000 AUD$'000
------- ---------
Total cash consideration 14,651 21,268
Stamp Duty @ 5.5% 806 1,170
Customer's deposits 254 369
Deferred Revenue 855 1,241
Employee Liabilities 23 33
Total Gross Consideration/Headline Consideration 16,589 24,081
------- ---------
Fair value recognised on acquisition $'000 AUD$'000
Trademarks 1,070 1,553
Intellectual property 1,558 2,262
Customer relationship 6,425 9,327
Goodwill purchased 5,598 8,126
------- ---------
Total identifiable intangible assets at fair value 14,651 21,268
------- ---------
Hexonet
On 7 August 2019, CentralNic Group completed the acquisition of the entire issued share capital of Mediasiren Advertising Inc. and Hexonet GmbH for EUR5.0m and EUR5.9m respectively, a privately-owned Group of companies with operations in Canada and Germany. The companies sell domain name subscriptions directly and via more than a thousand resellers in over 110 countries, managing over 3.8 million domains on its proprietary software platforms. The acquisition increases the number of domains under management on CentralNic's reseller platforms by c.28%. The total consideration comprises a $7.8m (EUR7m) cash payment plus a purchase price adjustment of $0.9m at the completion date and a deferred consideration payment EUR3.0m on the first anniversary of the completion, either payable in cash or CentralNic shares at prevailing market price, at the Company's discretion.
The following table summarises the consideration paid for the share capital of Mediasiren Advertising Inc. and Hexonet GmbH and the provisional fair value of the assets and liabilities at the acquisition date on a combined basis:
Consideration $'000 EUR'000
------- --------
Initial Cash consideration 7,834 7,029
Purchase price adjustment 1,038 931
Deferred consideration (in cash or shares) 3,310 2,970
Total consideration 12,182 10,930
------- --------
Fair value recognised on acquisition $'000 EUR'000
------- --------
Assets
Intangible assets 40 36
Property, plant & equipment 80 72
Other investments 201 181
Trade receivables 762 683
Other receivables 1,322 1,186
Cash 1,196 1,073
------- --------
3,601 3,231
------- --------
Liabilities
Trade payables 343 308
Other payables and accruals 1,403 1,259
Corporation and deferred tax liabilities 44 40
-------
1,790 1,607
------- --------
Total identifiable estimated net assets at fair value 1,811 1,624
------- --------
Initial estimated goodwill arising on acquisition(+) 10,371 9,306
Purchase consideration 12,182 10,930
------- --------
Ideegeo
On 7 August 2019, the Company completed the acquisition of Ideegeo Group Limited, a privately-owned domain name retailer serving an international customer base from New Zealand for a total consideration of $5.2m NZD (c.$3.4m), of which $0.5m NZD (c.$0.3m) constitutes a deferred payment which will be held in an escrow account until May 2021. The total consideration represents a multiple of 5.8 times trailing adjusted EBITDA. Ideegeo Group Limited, sells domain name subscriptions directly to small business customers, with a high level of recurring revenues and excellent customer retention. Further, CentralNic strongly believes that there would be cross selling opportunities by providing Ideegeo's existing 80,000 customers with CentralNic's extended product offering such as hosting, SSL certificates and other additional subscription products and services.
The following table summarises the consideration paid for the share capital of Ideegeo and the provisional fair value of the assets and liabilities at the acquisition date in line with Group accounting policies.
Consideration $'000 NZD$'000
------ ---------
Cash 3,090 4,680
Deferred consideration (in cash or shares) 343 520
Total consideration 3,433 5,200
------ ---------
Fair value recognised on acquisition $'000 EUR'000
------ ---------
Assets
Intangible assets - -
Property, plant & equipment 11 17
Other investments 33 50
Trade receivables 4 6
Other receivables 7 10
Cash 349 528
------ ---------
404 611
------ ---------
Liabilities
Trade payables 10 16
Other payables and accruals 11 17
Deferred revenue - -
Corporation and deferred tax liabilities 56 85
------
77 118
------ ---------
Total identifiable estimated net assets and liabilities at fair value 327 493
------ ---------
Initial estimated goodwill arising on acquisition(+) 3,106 4,707
Purchase consideration 3,433 5,200
------ ---------
(+) The Company will be reviewing further the fair value of assets and liabilities acquired and to determine the Purchase Price Allocation for the acquisition of Hexonet and Ideegeo.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
IR UASWRKVAKRAR
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