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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Iomart Group Plc | LSE:IOM | London | Ordinary Share | GB0004281639 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -1.00 | -0.75% | 133.00 | 129.00 | 133.00 | 134.00 | 128.50 | 134.00 | 209,037 | 16:35:21 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Services, Nec | 115.64M | 7M | 0.0624 | 20.59 | 144M |
From Apr 2019 to Apr 2024
TIDMIOM
RNS Number : 0397R
Iomart Group PLC
12 June 2018
12 June 2018
iomart Group plc
("iomart" or the "Group" or the "Company")
Final Results for the Year ended 31 March 2018
iomart (AIM:IOM), the cloud computing company, is pleased to report its consolidated final results for the year ended 31 March 2018.
FINANCIAL HIGHLIGHTS
-- Revenue growth of 9% to GBP97.7m (2017: GBP89.6m) -- Adjusted EBITDA(1) growth of 9% to GBP39.8m (2017: GBP36.6m) -- Adjusted profit before tax growth(2) of 7% to GBP24.0m (2017: GBP22.4m)
-- Adjusted diluted earnings per share(3) from operations increased by 6% to 17.96p (2017: 16.99p)
-- Cashflow from operations increased by 8% to GBP40.8m (2017: GBP37.8m) -- Adjusted profit before tax(2) margin maintained at 25% (2017: 25%)
-- Proposed final dividend of 4.93p per share resulting in total dividend for year of 7.18p per share, an increase of 20% (2017: 6.00p per share)
OPERATIONAL HIGHLIGHTS
-- 3 successful acquisitions completed during the year: - Dediserve for EUR7.9m - Simple Servers for GBP4.9m - Sonassi for GBP11.8m -- Creation of software defined fibre network -- Post year-end extension on London datacentre lease until 2030
Statutory Equivalents
The above highlights are based on adjusted results. A full reconciliation between adjusted and statutory results is contained within this statement. The statutory equivalents of the above results are as follows:
-- Profit before tax growth of 1% to GBP14.8m (2017: GBP14.7m) -- Basic earnings per share from operations increased by 1% to 11.41p (2017: 11.27p)
(1) Throughout this statement adjusted EBITDA is earnings before interest, tax, depreciation and amortisation (EBITDA) before share based payment charges, acquisition costs, gain on revaluation of contingent consideration and non-recurring costs. Throughout this statement acquisition costs are defined as acquisition related costs and non-recurring acquisition integration costs.
(2) Throughout this statement adjusted profit before tax is profit before tax, amortisation charges on acquired intangible assets, share based payment charges, mark to mark adjustments in respect of interest rate swaps, acquisition costs, interest on contingent consideration due, gain on revaluation of contingent consideration and non-recurring costs.
(3) Throughout this statement adjusted earnings per share is earnings per share before amortisation charges on acquired intangible assets, share based payment charges, mark to mark adjustments in respect of interest rate swaps, acquisition costs, interest on contingent consideration due, gain on revaluation of contingent consideration and non-recurring costs and the taxation effect of these.
Angus MacSween, CEO commented,
"We are delighted to report another year of excellent results, with increased revenues and profits and the completion of a number of acquisitions, augmenting the Group's customer base and skill set. Trading in the new year has continued in a similarly positive vein.
Since we embarked on our current strategy in 2007, we have successfully executed on our growth strategy, growing revenues from GBP8m to nearly GBP100m. We strongly believe that the market for cloud computing solutions we identified at the time presents us with as much opportunity now as it did then and that, together with additional acquisitions, will allow us to continue to execute successfully on the strategy we put in place at that time.
There is still a long runway of opportunity as the "IT as a service" philosophy and delivery unfolds, providing us with considerable scope for long-term, sustained growth. We therefore look to the coming year and beyond with confidence".
For further information:
iomart Group plc Tel: 0141 931 6400 Angus MacSween Richard Logan Peel Hunt LLP Tel: 020 7418 8900 (Nominated Adviser and Broker) Ed Knight Nick Prowting Alma PR Tel: 020 8004 4218 Caroline Forde Helena Bogle
About iomart Group plc
iomart Group PLC (AIM: IOM) helps organisations maximise the flexibility, cost effectiveness and security of the cloud. From strategy to delivery, our 300+ consultants and solutions architects provide the cloud expertise to transform your business. With a dynamic range of managed cloud services that integrate with the public clouds of AWS and Azure, our agnostic approach delivers solutions tailored to the specific individual needs of our customers. iomart is a long term supplier to G-Cloud and our infrastructure and cloud and backup services are designed to meet the requirements of the UK public sector.
To find out more about our managed cloud services visit www.iomart.com
CHAIRMAN'S STATEMENT
I am again delighted to report on another successful year for the Group. We have continued to grow revenues, both organically and through acquisitions whilst maintaining profit margins and generating our usual high levels of operating cash.
This has been another active year on the acquisition front as we have welcomed Dediserve, Simple Servers and Sonassi into the Group. The latter two acquisitions provide us with a high level of expertise in the provision of Magento hosting, which represents our first foray into the area of application support.
All of this progress is a result of a great deal of hard work by our executives and staff and I thank them all on behalf of the Board and the shareholders for their efforts over the year.
After the year end we replaced our borrowing facility, due to end in June 2019, with a revolving credit facility of GBP80m through until June 2022. We appreciate the continued support shown by the Bank of Scotland Plc through the provision of this increased facility.
As we indicated last year, due to our high level of both profit and operating cash generation coupled with our relatively low level of debt, we have been able to establish a progressive dividend policy. At present that policy is to pay out a maximum dividend of up to 40% of our adjusted diluted earnings per share. During the year we introduced a maiden interim dividend of 2.25p per share which was paid to shareholders in January. In addition, the Board is now proposing to pay a final dividend of 4.93p per share on 6 September 2018 to shareholders on the register at close on 17 August 2018. With this final dividend payment the total for the year will be 7.18p representing an increase of 20% over last year and equivalent to a pay-out ratio of 40% of adjusted diluted earnings per share. This is the maximum we are committed to distributing under our current policy and we will re-consider the parameters of the policy over the coming financial year. We continue to offer shareholders the option to participate in a Dividend Reinvestment Plan (DRIP) as an alternative to receiving cash. Details of the DRIP scheme will be distributed with the annual accounts in due course.
I was appointed to the Board of iomart in December 2007, becoming Chairman the following year. It has been both a privilege and a pleasure to serve as your Chairman since then and to be part of the success which has been achieved over these years. I have decided not to stand for re-election at the forthcoming Annual General Meeting and will leave the Board at that time. I look forward to hearing of the continued success of the Group in future years.
We have started the new financial year in a strong position and I look forward to another exciting year of growth with considerable confidence.
Ian Ritchie
Chairman
11 June 2018
CHIEF EXECUTIVE'S REVIEW
Introduction
We have again enjoyed another excellent year with revenues and profits growing to record levels driven both organically and by acquisition as we continue to deliver the cloud based solutions that the market is looking for.
Our revenues in the year were GBP97.7m, an increase of 9% over the previous year, our adjusted EBITDA of GBP39.8m also showed a 9% increase over the previous year and our profit before tax increased by 1% to GBP14.8m.
After over 10 years of first class commitment and service, most of which time was spent as Chairman, Ian Ritchie has chosen not to stand for re-election at our forthcoming Annual General Meeting. Both personally and on behalf of everyone connected with the Group, I want to thank him for his valuable contribution to the development of iomart over the years. Ian Steele, who was appointed to the Board in June 2016, has agreed to replace Ian as Chairman and we will recruit an additional Non-Executive Director in due course.
Market and Strategy
We set out our current strategy of establishing a UK-based cloud computing operation in March 2007 when we acquired our initial datacentre estate. At that time the cloud computing market was in the very early stages of growth in the UK and there were many small entities entering the market to supply cloud based solutions. We identified the market opportunity at that time as both substantial and long term. The traditional method of computing power consumption on an organisation's own premises was still prevalent at that time and we predicted that over time the move from "on premise" consumption to cloud based consumption would occur. Our view was that would take place slowly as organisations chose to move some of their IT infrastructure to the cloud when there was a need to refresh part of their existing server estate or begin a new project.
The market has indeed evolved as we had predicted and computing power is now consumed in many ways by organisations. That includes the consumption of cloud based solutions whether that be of a public, private or hybrid nature or indeed "on premise" as a substantial number of organisations still continue to acquire what they need in this way.
It was always part of our strategy to address the market opportunity by acquiring customers organically and through the acquisition of competitors as the supply side of the market consolidated. We made our first such acquisition in May 2009 and since then we have made over 20 acquisitions in total including the three we have made in the course of this financial year.
We strongly believe that the market for cloud computing solutions we identified in 2007 presents us with as much opportunity now as it did then and that our strategy is well positioned to deliver continued success. There is still a long runway of opportunity as the "IT as a service" philosophy and delivery unfolds.
Clearly, our product portfolio has evolved over the years to match the needs of the market.
Security and data protection remain in the headlines and continue to be a driver of outsourcing areas of IT because of the lack of internal skills and experience in many organisations. Business continuity, disaster recovery and coping with ever increasing volumes of data mean organisations will look for help in mitigating their risk profiles.
The market overall is growing strongly and parts of that growth are dominated by the 'public cloud' vendors, primarily Amazon, Microsoft and Google. These are the whale sharks of the industry and they certainly swim in the same ocean as us, but it is a very big ocean. By their size and nature, they are largely faceless and rigid in their business models and we are certain that there is plenty of room in that ocean for companies, such as iomart, that are the opposite of faceless; companies that provide advice, help and great customer service and flexibility.
The untidy nature of the vast majority of the world's legacy IT infrastructure provides me with the reassurance that there will always be customers who are looking for a trusted advisor in this space.
Whatever the cloud challenge iomart can assist all organisations in moving to the cloud, whether it be private, public or hybrid approach. The long term recurring revenue opportunity for iomart remains compelling.
Since 2007, we have grown to become around a GBP100m plus revenue business with healthy margins and excellent cashflow. The objective for us now is to maintain our revenue growth and healthy margins over the next few years.
We are restructuring and reinvigorating our sales and marketing team and investing in deeper customer service skills and level of support. We remain open to growth by acquisition whilst maintaining our disciplined approach.
Our challenge is to continue to navigate through the further evolution of cloud adoption and to ensure we build the skills and resources necessary to be successful in that ever more complex space.
Acquisitions
We again augmented our organic growth through the acquisition of Dediserve Limited ("Dediserve") a Dublin based provider of cloud solutions in 10 locations around the world in May 2017, Tier 9 Limited (which trades as "Simple Servers") in July 2017 and Sonassi Holding Company Limited ("Sonassi") in November 2017. Both Simple Servers and Sonassi are located in the UK and specialise in the provision of cloud solutions for users of the Magento ecommerce application.
We continue to look for businesses that fit our criteria with a view to making further acquisitions in the coming year.
UK membership of the European Union
We have considered the potential impact of the UK's exit from the European Union ("EU"). To this point in time, other than some volatility in the foreign exchange markets involving Sterling, we have not seen any impact from the decision to leave. The majority of our revenue is generated within the UK. Revenue generated from other EU states is not material and tends to be from our online operations involving the provision of domain names and both shared and dedicated servers where our customers are choosing to take a service from our UK-based datacentres. We do not rely on migrant employees from other EU states to provide services to our customers. We may see an impact in administration in areas such as VAT when trading with EU member states post the UK's exit. As a result of the acquisition of Dediserve in May we have an established operation within the EU should that be required post Brexit.
Operational Review
In last year's Annual Report, we reported in three segments following the acquisition of Cristie Data ("Cristie") in August 2016. Cristie initially gave us more exposure to the provision of infrastructure on customers' premises and, unlike the rest of the Group, generated a substantial amount of non-recurring revenue. Consequently we reported the performance of that unit within a non-recurring revenue segment. In our half-yearly results at September 2017, we reported that Cristie had integrated well within the Group and had become involved in projects with our consultancy operation and in the provision of cloud solutions from our datacentres. In addition, a substantial amount of orders won and revenue generated through the operations of Cristie over the year were recurring in nature. Therefore, we concluded that it was no longer appropriate to include the results of Cristie separately, particularly in a non-recurring revenue segment, from the rest of our Cloud Services operations and we now report it within the Cloud Services segment. Consequently, we now report in two operating segments, namely Cloud Services and Easyspace.
Cloud Services
Revenues in this segment have grown by 10% to GBP84.1m (2017: GBP76.3m). Some of this growth has been generated organically as we continue to build on our strategy of providing cloud based solutions to both new and existing customers as they increase their cloud-based presence. The remainder of this growth has been driven by the contribution from the acquisitions made in both this period and the previous year as we continue to complement our organic growth through acquisition.
During the year we made a substantial investment to implement a software defined network across our datacentre estate in the UK. We are now in a position where we can implement network changes, within our datacentres, using software tools rather than the need for physical intervention by an engineer. As a consequence our network is now more resilient and is not as heavily dependent on labour when changes are required to be made.
After the end of the financial year we extended the lease for our London datacentre. The original lease was due to terminate in 2020 and that has now been extended until 2030. We will upgrade the facility over the coming year and we now have the vast majority of our datacentre estate on either freehold or leasehold terms lasting for 12 years or more.
Software licencing in a cloud environment is a complex issue and a recent audit carried out on behalf of a software licensor has identified a shortfall in licence revenue owing to that licensor for the four year period to March 2017. As a result, we estimated a provision in this period of GBP2.1m in respect of licence fee charges. The final amount could be higher, however not materially, although we believe this is unlikely and it could be lower. In each individual year to which the charge relates, the amount would not have materially affected our profitability. Full provision has been estimated in this financial year for licence fees relating to the current year based on the level of provision for the prior years. We are confident this is an isolated issue. We have taken steps to improve our processes in this area of operation with both additional resources and tools being deployed to ensure we accurately report and invoice for licence usage in the future.
Through our iomart Cloud operation, we provide fully managed, complex bespoke designs, resulting in resilient solutions involving private, public and hybrid cloud infrastructure. This can range from the provision of online backup and disaster recovery solutions through to an entity's entire online live presence where all revenue generated by that entity's activities are transacted through the cloud infrastructure we provide.
Our Infrastructure as a Service (IaaS) operation, which encompasses the activities of our RapidSwitch and Redstation brands, delivers dedicated, physical, self-service servers to customers. We provide many thousands of physical servers for our customers using highly automated systems and processes which we continue to develop and improve.
SystemsUp provides consultancy services to organisations, particularly in the public sector, helping them to decide on their cloud strategy with an emphasis on the public cloud. Having a consultancy division within the Group allows us to engage at an earlier stage with organisations considering their cloud strategy and provides the opportunity to leverage the provision of those consultancy services to gain recurring revenue through the deployment of cloud solutions. However, unlike most of our other activities within the Cloud Services segment there is less recurring revenue generated from consultancy services. As we indicated in our half-yearly report revenue generated from our consultancy operation has declined in the year due to one low margin public cloud consultancy project ending.
As previously mentioned the activities of Cristie are now included within this segment. Having a unit within the Group that supplies computer equipment to customers' premises has proved a very useful addition. It has allowed us to confirm that the move to the consumption of computing power in the cloud by established organisations is happening over a long period. Only when entities have both the need to acquire additional infrastructure and have taken the decision to acquire some of that through the cloud will a selling opportunity arise for the Group. In general, we see a continual and steady movement in that direction.
We are able to supply products and services across the cloud spectrum and do so using common platforms across the Group.
We continue to build on our skills and accreditations and see constant improvement across the Group's skillset.
Easyspace
In line with our expectations, the Easyspace segment has performed well over the year, maintaining the organic revenue growth which was re-established in the previous year.
Our activities within this segment provide a range of products to the micro and SME markets including domain names, shared, dedicated and virtual servers and email services.
Revenues in the segment have grown by 2.4% to GBP13.6m (2017: GBP13.2m) all as a result of organic growth.
Trading Results
Revenue
Revenues for the year grew by 9% to GBP97.7m (2017: GBP89.6m) through the combination of continued organic growth and the impact of acquisitions.
Our Cloud Services segment, including the operation of Cristie, grew revenues by 10% to GBP84.1m (2017: GBP76.3m). A full year contribution from Cristie, which we acquired in August 2016, and Dediserve, Simple Servers and Sonassi all of which were acquired at various points during the year helped this growth. Revenue growth in the Cloud Services segment excluding the impact of acquisitions was 3% (2017: 10%). As we reported in our half-yearly results, the rate of organic growth in the year has been weighed down by a low margin public cloud consultancy project coming to an end at the end of the previous financial year. Adjusting for the effect of that project the organic growth rate was 7%, which is similar to the comparable growth rate in the last financial year if the low margin public cloud consultancy project is excluded.
Revenues within the Easyspace segment grew by 2.4% to GBP13.6m (2017: GBP13.2m) all of which is organic.
Our business model in both segments generally involves the provision of cloud and managed hosting services from our datacentres delivering to our customers the computing power, storage, and network capability they require for the operation of their own businesses. We have invested in an estate of datacentres, in an extensive fibre network and for each customer the servers, routers, firewalls etc that are required to create the IT infrastructure they require. Customers then pay us for the provision of that infrastructure.
Larger customers tend to have multi-year contracts for complex cloud solutions, which are invoiced on a monthly basis. Many of our smaller customers pay in advance for the provision of services which results in a substantial sum of deferred revenue, which is then recognised over the period of the service provision. A very large proportion of our revenue is therefore recurring and the combination of multi-year contracts and payment in advance provides us with excellent revenue visibility.
The Group has completed its assessment of the impact of IFRS 15, which will be adopted in the next financial year, and current revenue recognition policies, and whilst unaudited, that assessment confirms that the adoption of IFRS 15 will not result in a material change to the financial statements.
Gross Margin
Our gross profit for the year was GBP62.9m (2017: GBP57.3m) increasing as a result of the additional revenues we generated as explained above. In percentage terms, our margin remained around the same level at 64.4% (2017: 64.0%). Whilst the overall level of percentage margin is similar there have been a few individual movements, which have resulted in our margins being maintained.
Within Cloud Services the completion of the low margin public cloud consultancy project has reduced our costs and therefore improved our percentage margin. Conversely, the contribution of a full year of Cristie, bringing low margin hardware and software sales to customers' own premises has increased costs and reduced our percentage margin. We have also seen a benefit from the fixed cost nature of our datacentre estate where costs do not rise in line with revenue offset by a relative increase in licencing costs. All of our acquisitions in the year have also helped to increase modestly our percentage margin.
The gross margin within our Easyspace segment has remained consistent with the previous year.
Adjusted EBITDA
The adjusted EBITDA for the year was GBP39.8m (2017: GBP36.6m) an increase of 9%. Our adjusted EBITDA margin has remained at the same level of 40.8% (2017: 40.8%). The Cloud Services segment increased its absolute level of margin over the period whilst maintaining its percentage margin, while the Easyspace segment's absolute and percentage margin were very similar to the previous year.
Adjusted EBITDA in the Cloud Services segment was GBP37.1m (2017: GBP34.0m), an increase of 9%. This improved performance is mainly a direct result of the additional gross margin delivered by the increase in sales revenue, from both organic and acquired sources, offset by a modest increase in administrative expenses with payroll costs having increased mainly due to the impact of acquisitions and an increase in software licence fees, offset by a reduction in bad debt expense. In percentage terms the adjusted EBITDA margin has slightly decreased to 44.1% (2017: 44.6%).
The Easyspace segment's adjusted EBITDA was GBP6.4m (2017: GBP6.2m) an increase of 3%. This improvement in adjusted EBITDA is largely due to a reduction in the level of administrative expenses. In percentage terms the adjusted EBITDA margin has remained consistent at 47.3% (2017: 47.1%).
Group overheads, which are not allocated to segments, include the cost of the Board, the running costs of the headquarters in Glasgow, Group marketing, human resource, finance and design functions and legal and professional fees for the year. These overhead costs have remained constant at GBP3.6m (2017: GBP3.7m).
Adjusted profit before tax
Depreciation charges of GBP12.5m (2017: GBP11.0m) have increased over the period, partly due to the impact of acquisitions, partly due to price increases implemented by hardware vendors as a result of the weakening of Sterling since the Brexit vote and partly because of charges for the equipment bought to provide services to the additional Cloud Services segment, including the impact of a substantial investment in our fibre network, which was made during the year.
The charge for amortisation of intangibles, excluding amortisation of intangible assets resulting from acquisitions ("amortisation of acquired intangible assets") of GBP2.1m (2017: GBP1.9m) has increased over the year as a result of an increase in the level of software investment.
Finance costs of GBP1.2m (2017: GBP1.3m), excluding the mark to market adjustment in respect of interest swaps on the Company's loans and the interest charge on the contingent consideration due in respect of acquisitions, remained static over the period.
After deducting the charges for depreciation, amortisation, excluding the charges for the amortisation of acquired intangible assets, and finance costs, excluding the mark to market adjustment in respect of interest swaps on the Company's loans and the interest charge on the contingent consideration due in respect of acquisitions from the adjusted EBITDA, the Group's adjusted profit before tax was GBP24.0m (2017: GBP22.4m) an increase of 7%.
The adjusted profit before tax margin for the year was 24.6% (2017: 25.0%). This modest margin reduction is mainly due to the slight increase in depreciation charges as a percentage of revenue.
Profit before tax
The measure of adjusted profit before tax is a non-statutory measure which is commonly used to analyse the performance of companies particularly where M&A activity forms a significant part of their activities.
A reconciliation of adjusted profit before tax to reported profit before tax is shown below:
Reconciliation of adjusted profit before 2018 2017 tax to profit before tax GBP'000 GBP'000 Adjusted profit before tax 24,039 22,406 Less: Amortisation of acquired intangible assets (6,449) (5,558) Less: Acquisition costs (774) (104) Less: Share based payments (1,206) (1,844) Add: Mark to market adjustment on interest rate swaps 46 84 Less: Interest on contingent consideration (51) (330) Add: Gain on revaluation of contingent consideration 1,335 - Less: Non-recurring software licence fees relating to prior years (2,143) - Profit before tax 14,797 14,654 ---------------------------------------------- --------- ---------
The adjusting items are: charges for the amortisation of acquired intangible assets of GBP6.4m (2017: GBP5.6m) which have increased mainly as a result of the acquisitions made in the year and the full year effect of acquisitions made in previous years; acquisition costs of GBP0.8m (2017: GBP0.1m) as a result of acquisitions made; share based payment charges of GBP1.2m (2017: GBP1.8m) which have decreased as a result of share option awards made in previous years not fully vesting; a mark to market credit adjustment in respect of interest rate swaps on the Company's loans of GBP0.1m (2017: GBP0.1m); and the charge of interest, at the weighted average cost of capital rate of 15.5%, on the contingent consideration paid for the acquisition of United Communications Limited of GBP0.1m (2017: GBP0.3m).
In addition, there are two adjusting items in this period with no comparable amount in the previous financial year. We have made a net gain on revaluation of contingent considerations in the period of GBP1.3m (2017: GBPnil). The structure of the Sonassi earn out arrangement was such that a relatively modest change in profitability could result in a substantial change in the amount due under the earn out terms. Consequently, estimating the amount due was challenging. The decrease of GBP1.5m from the originally estimated GBP2.3m for Sonassi represents an underlying reduction in expected profitability over the earn out period, which ends in July 2018, of only 5.4%. We have also recorded a loss on the revaluation of contingent considerations in respect of Simple Servers of GBP0.1m and United Communications of GBP0.1m resulting in a total net gain on revaluation of contingent consideration of GBP1.3m in the period.
The other adjusting item which does not have a comparable amount in the previous year relates to software licence fees. As a result of an audit undertaken on behalf of a software licensor in the current year, incorrect licence information relating to previous financial years has been identified. The software licensor accepts this situation is not due to any deliberate action of the Group and we are discussing an even stronger collaboration together in the future. The audit covered the four year period ending March 2017 and a sum of GBP2.1m has been estimated as being due in respect of these four financial years. The final amount could be higher, however not materially, although we believe this is unlikely and it could be lower. The shortfall in licence count identified has been quantified at current year prices rather than the lower pricing that would have been applied in each of the years covered by the audit. Software licencing in a cloud environment is not straightforward with the cloud provider being responsible to the licensor for all software installed on any infrastructure platform provided to its customers, even if the cloud provider does not actually install the software. It is the case that we should have charged our customers more than we have for the use of software on the cloud platforms we provided over the audit period. We are taking steps to improve controls in this area and the adjusted profit before tax for the period of GBP24.0m includes full provision for all software licences due in that period.
After deducting these items from the adjusted profit before tax; the reported profit before tax was GBP14.8m (2017: GBP14.7m) an increase of 1%. In percentage terms the profit before tax margin having been adversely affected by the licence fee provision offset to some extent by the gain on revaluation of contingent consideration reduced to 15% (2017: 16%).
Taxation
There is a tax charge for the year of GBP2.5m (2017: GBP2.6m). The tax charge for the year is made up of a corporation tax charge of GBP4.3m (2017: GBP4.4m) with a deferred tax credit of GBP1.8m (2017: GBP1.8m). The effective rate of tax for the year is 17.0% (2017: 17.5%). The decrease of 0.5% is due to the reduction to the tax charge in the current year on the non-taxable income in respect of the gain on revaluation of contingent consideration and the increase in the deduction to the tax charge for the tax effect of share based remuneration. This is offset by an increase to the tax charge in respect of overseas jurisdictions as a result of the US tax rate reducing from 34% to 21% effective from 1 January 2018 impacting deferred tax assets held. Further explanation of the tax charge for the year is given in note 4.
Profit for the year from total operations
After deducting the tax charge for the year from the profit before tax the Group has recorded a profit for the year from total operations of GBP12.3m (2017: GBP12.1m) an increase of 2%.
Earnings per share
The calculation of both adjusted earnings per share and basic earnings per share is included at note 6.
Basic earnings per share from continuing operations was 11.41p (2017: 11.27p), an increase of 1%, and again this has been adversely affected by the licence fee provision offset to some extent by the gain on revaluation of contingent consideration.
Adjusted diluted earnings per share, based on profit for the year attributed to ordinary shareholders before share based payment charges, amortisation charges of acquired intangible assets, mark to market adjustments in respect of interest rate swaps, the gain on the revaluation of contingent consideration and the charge of interest on contingent consideration due, acquisition costs and the tax effect of these items was 17.96p (2017: 16.99p), an increase of 6%.
The measure of adjusted diluted earnings per share as described above is a non-statutory measure which is commonly used to analyse the performance of companies particularly where M&A activity forms a significant part of their activities.
Acquisitions
On 17 May 2017, the Company acquired the entire share capital of Dediserve on a no debt, no cash, normalised working capital basis for a total purchase price of EUR7.9m (GBP6.7m). An initial payment of EUR7.8m (GBP6.7m) in cash less the sum of EUR0.25m (GBP0.21m) as an interim settlement of the expected amount due by the vendors in respect of the no debt, no cash, normalised working capital adjustment was made on acquisition. The initial payment was funded from a drawdown from the Company's revolving credit facility. A further payment of EUR0.11m (GBP0.1m) was made in respect of the final no debt, no cash, normalised working capital adjustment. In November a final amount of deferred consideration of EUR0.1m (GBP0.09m) was paid.
On 26 July 2017, the Company acquired the entire share capital of Simple Servers on a no debt, no cash, normalised working capital basis for a total purchase price of GBP4.9m. An initial payment of GBP3.0m in cash was made on acquisition. The initial payment was funded from a drawdown from the Company's revolving credit facility. In October, a further payment of GBP0.37m was made in respect of the no debt, no cash, normalised working capital adjustment. An amount of contingent consideration was due in respect of the period ending 31 March 2018. The contingent consideration has now been agreed at GBP1.9m. GBP1.8m was paid in June 2018 with the balance due in September 2018 (note 12).
On 17 November 2017, the Company acquired the entire share capital of Sonassi on a no debt, no cash, normalised working capital basis using a locked box mechanism at 30 September 2017 and a daily contribution from then until completion with the benefit of trading during that period accruing to the vendors. At completion, an initial payment of GBP10.0m in cash was made and in addition, an amount of GBP3.2m in cash was paid in settlement of the no debt, no cash, normalised working capital and daily contribution adjustment. The initial payment was funded from a drawdown from the Company's revolving credit facility. In February, a sum of GBP1.0m, which was contingent on the completion of an element of software development was paid. A final sum of no more than GBP5.5m is payable dependent on the profitability of the business in the year to July 2018. The maximum purchase price is therefore GBP16.5m, excluding any sums due in respect of the no debt, no cash, normalised working capital and daily contribution adjustment. We expect the amount to be paid in respect of the final contingent consideration due will be GBP0.8m (note 12).
Dividends
Our dividend policy, as noted in our Chairman's statement on page 3, which has been in place for several years now, is based on the profitability of the business in the period. We have committed to a pay-out policy of up to 40% of the adjusted diluted earnings per share we deliver in a financial year. This year we introduced an interim dividend of 2.25p which was paid in January 2018. We have now proposed a final dividend payment of 4.93p per share which would result in a total dividend for the year of 7.18p (2017: 6.00p) an increase of 20% and representing a pay-out ratio of 40% of the adjusted diluted earnings per share for the year. The Board has taken the decision to increase the dividend to shareholders as a result of the recurring revenue nature of the Group, the level of operating cash which we now deliver and the low level of indebtedness within the Group.
Cash flow and net debt
Net cash flows from operating activities
The Group continued to generate high levels of operating cash over the year. Cash flow from operations was GBP40.8m (2017: GBP37.8m) with the significant increase of 8% over the previous year's level due to a combination of the increase in adjusted EBITDA and improvements in working capital management. The adverse movement in trade receivables has been affected by the provision for non-recurring software licence fees and the recording of a large software maintenance invoice in the year covering a period post the year-end resulting in a significant year-end prepayment. As this invoice was not due to be paid by the end of the year it has also contributed to the favourable movement in trade payables. In addition, the movement in both trade receivables and payables has been increased by the trading of Cristie close to the year end when relatively large on premise supply of equipment has led to both trade receivables and payables being outstanding at the year-end. After deducting payments for corporation tax of GBP5.2m (2017: GBP3.9m) the net cash flow from operating activities was GBP35.6m (2017: GBP33.9m).
Cash flow from investing activities
In line with our strategy of accelerating our growth by acquisition the Group continued to incur substantial sums on investing activities, spending a total of GBP41.5m (2017: GBP15.2m) in the year. Of this amount, GBP20.1m (2017: GBP0.7m), net of cash acquired of GBP4.2m (2017: GBP3.1m), was incurred in relation to the acquisitions of Dediserve, Simple Servers and Sonassi as described above. In addition, the Group incurred expenditure of GBP2.5m (2017: GBP1.2m) in respect of contingent consideration due on previous acquisitions.
The Group continues to invest in property, plant and equipment through expenditure on datacentres and on equipment required to provide managed services to both its existing and new customers. As a result, the Group spent GBP16.1m (2017: GBP10.2m) on assets, net of related finance lease drawdowns, trade creditor movements and non-cash reinstatement provisions. The main reason for the increase is the substantial investment in the network which was made during the year for which we will see the benefit in future years.
Expenditure was also incurred on development costs of GBP1.6m (2017: GBP1.4m) and on intangible assets of GBP1.2m (2017: GBP1.8m).
Cash flow from financing activities
Drawdowns of GBP25.0m (2017: GBPnil) were made from the revolving credit facility in the year to fund the purchase of the acquisitions. Bank loan repayments of GBP8.5m (2017: GBP16.0m) were made in the year. We received GBP0.2m (2017: GBP1.1m) from the issue of shares as a result of the exercise of options by employees. We also made dividend payments of GBP8.9m (2017: GBP3.4m); incurred finance costs of GBP1m (2017: GBP1.2m); and made lease repayments of GBP0.3m (2017: GBP0.6m).
Net cash flow
As a consequence, our overall cash generated during the year was GBP0.6m (2017: GBP1.4m cash expenditure) which resulted in cash and cash equivalent balances at the end of the year of GBP9.5m (2017: GBP8.9m). After recognising bank loans of GBP35.2m (2017: GBP18.6m) and finance lease obligations of GBP0.8m (2017: GBP0.9m) net debt balances at the end of the period stood at GBP26.6m (2017: GBP10.6m) a level the Board is comfortable with given the strong cash generation of the Group.
Financial position
The Group is now in a position where it is generating substantial amounts of operating cash. The generation of that cash flow together with the committed bank loan facility for acquisitions, capital expenditure and general business purposes and finance lease facilities which are also available to fund capital expenditure, means that the Group has the liquidity it requires to continue its growth through both organic and acquisitive means.
Current trading and outlook
We are delighted to report another year of excellent results, with increased revenues and profits and the completion of a number of acquisitions, augmenting the Group's customer base and skill set. Trading in the new year has continued in a similarly positive vein.
Since we embarked on our current strategy in 2007, we have successfully executed on our growth strategy, growing revenues from GBP8m to nearly GBP100m. We strongly believe that the market for cloud computing solutions we identified at the time presents us with as much opportunity now as it did then and that, together with additional acquisitions, will allow us to continue to execute successfully on the strategy we put in place at that time.
There is still a long runway of opportunity as the "IT as a service" philosophy and delivery unfolds, providing us with considerable scope for long-term, sustained growth. We therefore look to the coming year and beyond with confidence.
Angus MacSween
Chief Executive Officer
11 June 2018
Consolidated Statement of Comprehensive Income
Year ended 31 March 2018
Hot Features
Premium
2018 2017
Note GBP'000 GBP'000
Revenue 97,669 89,573
Cost of sales (34,741) (32,266)
--------- ---------
Gross profit 62,928 57,307
Administrative expenses (46,154) (41,074)
Administrative expenses - exceptional (2,143) -
non-recurring costs
---------------------------------------------- ----- --------- ---------
Operating profit 14,631 16,233
Analysed as:
Earnings before interest, tax, depreciation,
amortisation, acquisition costs,
share based payments and non-recurring
costs 39,843 36,570
Share based payments (1,206) (1,844)
Acquisition costs (774) (104)
Depreciation 9 (12,536) (10,972)
Amortisation - acquired intangible
assets 8 (6,449) (5,558)
Amortisation - other intangible assets 8 (2,104) (1,859)
Administrative expenses - exceptional (2,143) -
non-recurring costs
---------------------------------------------- ----- --------- ---------
Gain on revaluation of contingent 1,335 -
consideration
Finance income 13 22
Finance costs (1,182) (1,601)
--------- ---------
Profit before taxation 14,797 14,654
Taxation 4 (2,510) (2,571)
--------- ---------
Profit for the year attributable
to equity holders of the parent 12,287 12,083
Other comprehensive income
Amounts which may be reclassified
to profit or loss
Currency translation differences (25) 22
------------------------------------------------ ----- --------- ---------
Other comprehensive income for the
year (25) 22
------------------------------------------------ ----- --------- ---------
Total comprehensive income for the
year attributable to equity holders
of the parent 12,262 12,105
Basic and diluted earnings per share
Total operations
11.27
Basic earnings per share 6 11.41p p
11.08
Diluted earnings per share 6 11.21p p
------------------------------------------------ ----- --------- ---------
Consolidated Statement of Financial Position
As at 31 March 2018
2018 2017
Note GBP'000 GBP'000
------------------------------- ----- --------- ---------
ASSETS
Non-current assets
Intangible assets - goodwill 8 75,837 62,000
Intangible assets - other 8 26,926 19,707
Lease deposits 2,760 2,760
Property, plant and equipment 9 40,686 35,049
146,209 119,516
Current assets
Cash and cash equivalents 9,495 8,906
Trade and other receivables 17,958 15,080
27,453 23,986
Total assets 173,662 143,502
LIABILITIES
Non-current liabilities
Non-current borrowings 10 (503) (625)
Trade and other payables - (102)
Provisions (1,775) (1,721)
Deferred tax 5 (1,319) (888)
(3,597) (3,336)
Current liabilities
Contingent consideration due
on acquisitions 12 (2,694) (2,373)
Trade and other payables (29,145) (23,368)
Provisions (2,587) (38)
Current tax liabilities (1,608) (2,000)
Current borrowings 10 (35,566) (18,872)
(71,600) (46,651)
Total liabilities (75,197) (49,987)
Net assets 98,465 93,515
-------------------------------- ----- --------- ---------
EQUITY
Share capital 1,080 1,078
Own shares (70) (120)
Capital redemption reserve 1,200 1,200
Share premium 21,231 21,067
Merger reserve 4,983 4,983
Foreign currency translation
reserve (40) (15)
Retained earnings 70,081 65,322
-------------------------------- ----- --------- ---------
Total equity 98,465 93,515
-------------------------------- ----- --------- ---------
Consolidated Statement of Cash Flows
Year ended 31 March 2018
2018 2017
Note GBP'000 GBP'000
Profit before taxation 14,797 14,654
Gain on revaluation of contingent (1,335) -
consideration
Finance costs - net 1,169 1,579
Depreciation 9 12,536 10,972
Amortisation 8 8,553 7,417
Share based payments 1,206 1,844
Movement in trade receivables (2,289) 837
Movement in trade payables 6,195 480
------------------------------------------- ------ ---------- -----------------
Cash flow from operations 40,832 37,783
Taxation paid (5,236) (3,874)
Net cash flow from operating activities 35,596 33,909
Cash flow from investing activities
Purchase of property, plant and
equipment 9 (16,092) (10,189)
Capitalisation of development
costs 8 (1,577) (1,372)
Purchase of intangible assets 8 (1,223) (1,845)
Payments for current period acquisitions
net of cash acquired (20,143) (703)
Contingent consideration paid (2,475) (1,161)
Finance income received 13 22
Net cash used in investing activities (41,497) (15,248)
Cash flow from financing activities
Issue of shares 224 1,064
Draw down of bank loans 24,956 -
Repayment of finance leases (276) (580)
Repayment of bank loans (8,500) (16,000)
Finance costs paid (1,029) (1,205)
Dividends paid (8,885) (3,375)
Net cash received from/(used in)
financing activities 6,490 (20,096)
Net increase/(decrease) in cash
and cash equivalents 589 (1,435)
Cash and cash equivalents at the
beginning of the year 8,906 10,341
------------------------------------------ ------ ---------- -----------------
Cash and cash equivalents at the end of
the year 9,495 8,906
Consolidated Statement of Changes in Equity
Year ended 31 March 2018
Foreign
Own Own currency Capital Share
Share shares shares translation redemption premium Merger Retained
capital EBT Treasury reserve reserve account reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- --------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Balance at 1
April 2016 1,078 (70) (419) (37) 1,200 21,067 4,983 54,467 82,269
Profit for the
year - - - - - - - 12,083 12,083
Currency
translation
differences - - - 22 - - - - 22
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Total
comprehensive
income - - - 22 - - - 12,083 12,105
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Dividends -
final
(paid) - - - - - - - (3,375) (3,375)
Share based
payments - - - - - - - 1,844 1,844
Deferred tax
on share based
payments - - - - - - - (392) (392)
Issue of own
shares for
option
redemption - - 369 - - - - 695 1,064
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Total
transactions
with owners - - 369 - - - - (1,228) (859)
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Balance at 31
March 2017 1,078 (70) (50) (15) 1,200 21,067 4,983 65,322 93,515
---------------- --------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Profit for the
year - - - - - - - 12,287 12,287
Currency
translation
differences - - - (25) - - - - (25)
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Total
comprehensive
income - - - (25) - - - 12,287 12,262
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Dividends -
interim
(paid) - - - - - - - (2,426) (2,426)
Dividends -
final
(paid) - - - - - - - (6,459) (6,459)
Share based
payments - - - - - - - 1,206 1,206
Deferred tax
on share based
payments - - - - - - - 143 143
Issue of share
capital 2 - - - - 164 - - 166
Issue of own
shares for
option
redemption - - 50 - - - - 8 58
Total
transactions
with owners 2 - 50 - - 164 - (7,528) (7,312)
--------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Balance at 31
March 2018 1,080 (70) - (40) 1,200 21,231 4,983 70,081 98,465
---------------- --------- -------- ---------- ------------ ------------ --------- --------- ---------- --------
Notes to the Yearly Financial Information
Year ended 31 March 2018
1. GENERAL INFORMATION
iomart Group plc is a company incorporated and domiciled in Scotland. The company has a primary listing on the AIM stock exchange. The address of its registered office is Lister Pavilion, Kelvin Campus, West of Scotland Science Park, Glasgow G20 0SP.
2. BASIS OF PREPARATION
These financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention.
The financial information set out in the announcement does not constitute the Group's statutory accounts for the years ended 31 March 2018 and 31 March 2017 within the meaning of section 434 of the Companies Act 2006. The financial information for the year ended 31 March 2017 is derived from the statutory accounts for that year which have been delivered to the Registrar of Companies. The financial information for the year ended 31 March 2018 is derived from the statutory accounts for that year which were approved by the Directors on 11 June 2018. The statutory accounts for the year ended 31 March 2018 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors reported on those accounts; their report was unqualified and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.
3. SEGMENTAL ANALYSIS
The Chief Operating Decision-Maker has been identified as the Chief Executive Officer ("CEO") of the Company. The Group has two operating segments and the CEO reviews the Group's internal reporting which recognises these two segments in order to assess performance and to allocate resources. The Group has determined its reportable segments which are also its operating segments based on these reports.
The Group currently has two operating and reportable segments being Easyspace and Cloud Services.
Easyspace - this segment provides a range of shared hosting and domain registration services to micro and SME companies.
Cloud Services - this segment provides managed cloud computing facilities and services, through a network of owned datacentres, to the larger SME and corporate markets. The segment uses several routes to market including iomart Cloud, Infrastructure as a Service (Iaas) which was previously detailed as RapidSwitch and Redstation, SystemsUp, Cristie Data and the activities of Dediserve, Simple Servers and Sonassi which were acquired in the year.
In the prior year there were three segments reported which included Easyspace, Cloud Services and a Non-recurring segment which included the operations of Cristie Data ("Cristie") which was acquired in the prior year. Since the prior year, Cristie has become more integrated into our Cloud Services operation. We have provided consultancy services, through SystemsUp, to customers of Cristie, focusing on cloud strategy. In addition, Cristie has also won contracts to provide solutions from our datacentres on a dedicated cloud basis. Consequently, in this year, nearly half of the revenue generated and orders won by Cristie have been of a recurring nature. Therefore, we have concluded that it is no longer appropriate to include the results of Cristie separately, particularly in a non-recurring revenue segment, from the rest of our Cloud Services operations and we will report it within this segment from now on. The comparative figures for segmental analysis for the year ended 31 March 2017 have been restated to reflect this change.
Information regarding the operation of the reportable segments is included below. The CEO assesses the performance of the operating segments based on revenue and a measure of Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) before any allocation of Group overheads, charges for share based payments, costs associated with acquisitions and any gain or loss on revaluation of contingent consideration and material non-recurring items. This segment EBITDA is used to measure performance as the CEO believes that such information is the most relevant in evaluating the results of the segment.
The Group's EBITDA for the year has been calculated after deducting Group overheads from the EBITDA of the two segments as reported internally. Group overheads include the cost of the Board, all the costs of running the premises in Glasgow, the Group marketing, human resource, finance and design functions and legal and professional fees.
The segment information is prepared using accounting policies consistent with those of the Group as a whole.
The assets and liabilities of the Group are not reviewed by the chief operating decision-maker on a segment basis. Therefore none of the Group's assets and liabilities are segmental assets and liabilities and are all unallocated for segmental disclosure purposes. For that reason the Group has not disclosed details of segmental assets and liabilities.
All segments are continuing operations. No customer accounts for 10% or more of external revenues. Inter-segment transactions are accounted for using an arms-length commercial basis.
Operating Segments
Revenue by Operating Segment
2018 2017 (restated)*
External Internal Total External Internal Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- --------- --------- -------- --------- --------- --------
Easyspace 13,580 2 13,582 13,249 12 13,261
Cloud Services 84,089 1,389 85,478 76,324 1,538 77,862
97,669 1,391 99,060 89,573 1,550 91,123
---------------- --------- --------- -------- --------- --------- --------
Geographical Information
In presenting the consolidated information on a geographical basis, revenue is based on the geographical location of customers. There is no single country where revenues are individually material other than the United Kingdom. The United Kingdom is the place of domicile of the parent company, iomart Group plc.
Analysis of Revenue by Destination
2018 2017
GBP'000 GBP'000
------------------------- -------- --------
United Kingdom 79,625 75,163
Rest of the
World 18,044 14,410
-------- --------
Revenue from operations 97,669 89,573
-------------------------- -------- --------
Profit by Operating Segment
2018 2017 (restated)*
Depreciation, Depreciation,
amortisation, amortisation,
acquisition acquisition
costs, share costs, share
based payments based payments
Adjusted and non-recurring Operating Adjusted and non-recurring Operating
EBITDA costs profit/(loss) EBITDA costs profit/(loss)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------- --------- ------------------- --------------- --------- ------------------- ---------------
Easyspace 6,417 (1,636) 4,781 6,244 (948) 5,296
Cloud Services 37,056 (21,596) 15,460 34,006 (17,441) 16,565
Group overheads (3,630) - (3,630) (3,680) - (3,680)
Acquisition
costs - (774) (774) - (104) (104)
Share based
payments - (1,206) (1,206) - (1,844) (1,844)
-------------------- --------- ------------------- --------------- --------- ------------------- ---------------
Profit before
tax
and interest 39,843 (25,212) 14,631 36,570 (20,337) 16,233
Gain on revaluation
of contingent
consideration 1,335 -
Group interest
and tax (3,679) (4,150)
--------- ------------------- --------------- --------- ------------------- ---------------
Profit for the
year 39,843 (25,212) 12,287 36,570 (20,337) 12,083
-------------------- --------- ------------------- --------------- --------- ------------------- ---------------
Group overheads, acquisition costs, share based payments, interest and tax are not allocated to segments.
*Prior to the restatement, external revenue for the year ended to 31 March 2017 was GBP13,249,000 for Easyspace and GBP72,685,000 for Cloud Services; adjusted EBITDA for the year ended 31 March 2017 was GBP6,244,000 for Easyspace and GBP33,680,000 for Cloud Services; and operating profit for the year ended 31 March 2017 was GBP5,296,000 for Easyspace and GBP16,560,000 for Cloud Services.
4. TAXATION
2018 2017
GBP'000 GBP'000
----------------------------------------- -------- --------
Corporation Tax:
Tax charge for the year (4,364) (4,349)
Adjustment relating to prior years 68 (12)
------------------------------------------ -------- --------
Total current taxation charge (4,296) (4,361)
Deferred Tax:
Origination and reversal of temporary
differences 1,900 1,751
Adjustment relating to prior years (15) 227
Effect of different statutory tax
rates of overseas jurisdictions (70) 27
Effect of changes in tax rates (29) (215)
------------------------------------------ -------- --------
Total deferred taxation credit 1,786 1,790
Total taxation charge (2,510) (2,571)
------------------------------------------ -------- --------
The differences between the total current tax shown above and the amount calculated by applying the standard rate of UK corporation tax to the profit before tax are as follows:
2018 2017
GBP'000 GBP'000
----------------------------------------------- -------- --------
Profit before tax 14,797 14,654
------------------------------------------------ -------- --------
Tax charge @ 19% (2017 - 20 %) 2,811 2,931
Expenses disallowed for tax purposes 156 134
Tax effect of net gain on revaluation of
contingent consideration (254) -
Adjustments in current tax relating to prior
years (68) 12
Tax effect of different statutory tax rates
of overseas jurisdictions 113 5
Movement in deferred tax relating to changes
in tax rates 29 215 Tax effect of research and development tax reliefs - (326) Tax effect of share based remuneration (231) (151) Movement in unprovided deferred tax related to development costs (68) (13) Movement in unprovided deferred tax related to property, plant and equipment 7 (9) Movement in deferred tax relating to prior years 15 (227) Total taxation charge for the year 2,510 2,571 ------------------------------------------------ -------- --------
The weighted average applicable tax rate for the year ended 31 March 2018 was 19% (2017: 20%). The total current corporation tax charge for the year of GBP4,364,000 (2017: GBP4,349,000) on operations represents 29.5% (2017: 29.7%) of the Group profit before tax of GBP14,797,000 (2017: GBP14,654,000). The effective rate of tax for the year, based on the taxation charge for the year as a percentage of the profit before tax, is 17.0% (2017: 17.5%). The net decrease of 0.5% is due to a combination of movements that have increased or decreased the tax charge in the year.
The decrease to the tax charge in the year is a result of the deduction in relation to tax effect of the net gain on revaluation of contingent consideration, the increase in the tax effect of share based remuneration in the current year largely due to the increase in share price and the movement in deferred tax relating to change in tax rates as the change in future corporation tax rates was processed in the prior year.
The increase to the tax charge in the year is due to there being no tax deduction in the current year in respect of research and development tax relief as the Group has moved into the large company scheme and applied a research and development credit to profit before tax, the effect of different tax rates of overseas jurisdictions has increased deferred tax assets due to the reduction of the US tax rate from 34% to 21% with effect from 1 January 2018 and the movement in deferred tax relating to prior years.
Disallowed expenses of GBP156,000 largely relate to M&A costs incurred on the acquisitions in the year.
A number of changes to the UK Corporation tax system were announced in the March 2016 Budget Statement with the main rate of corporation tax reduced from 18% to 17% from 1 April 2020. These changes were substantively enacted in the prior year and therefore are included in these financial statements.
5. DEFERRED TAX
The Group recognised deferred tax assets and liabilities as follows:
2018 2017
Deferred Deferred Deferred Deferred
tax Recognised tax Unrecognised tax Recognised tax Unrecognised
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------------ --------------- ----------------- --------------- -----------------
Share based remuneration 1,588 - 1,135 -
Capital allowances temporary differences 1,455 - 1,181 -
Deferred tax on development costs (329) - (311) -
Deferred tax on acquired assets
with no capital allowances (235) - (326) -
Deferred tax on customer relationships (3,581) - (2,567) -
Deferred tax on intangible software (217) - - -
------------------------------------------ --------------- ----------------- --------------- -----------------
Deferred tax liability (1,319) - (888) -
------------------------------------------ --------------- ----------------- --------------- -----------------
At the year end, the Group had no unused tax losses (2017: GBPnil) available for offset against future profits.
The movement in the deferred tax account during the year was:
Deferred
Capital tax on
allowances acquired
Share based temporary Development assets Customer Intangible
remuneration differences costs with no relationships Software Total
GBP'000 GBP'000 GBP'000 capital GBP'000 GBP'000 GBP'000
allowances
GBP'000
------------------- ------------- ------------- ------------- ----------- -------------- ------------ ---------
Balance at 1 April
2016 1,010 1,103 (195) (442) (3,551) - (2,075)
Acquired on
acquisition
of subsidiary - (14) - - (186) - (200)
Charged to equity (392) - - - - - (392)
Credited/(charged)
to statement of
comprehensive
income 546 321 (116) 108 1,108 - 1,967
Effect of different
tax rates of
overseas
jurisdictions - - - - 27 - 27
Effect of changes
in tax rates (29) (229) - 8 35 - (215)
Balance at 31 March
2017 1,135 1,181 (311) (326) (2,567) - (888)
Acquired on
acquisition
of subsidiary - (1) - - (2,144) (217) (2,362)
Credited to equity 143 - - - - - 143
Credited/(charged)
to statement of
comprehensive
income 310 304 (18) 91 1,200 - 1,887
Effect of different
tax rates of
overseas
jurisdictions - - - - (70) - (70)
Effect of changes
in tax rates - (29) - - - - (29)
Balance at 31 March
2018 1,588 1,455 (329) (235) (3,581) (217) (1,319)
------------------- ------------- ------------- ------------- ----------- -------------- ------------ ---------
6. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year, after deducting any own shares held in Treasury and held by the Employee Benefit Trust. Diluted earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the total of the weighted average number of ordinary shares in issue during the year, after deducting any own shares, and adjusting for the dilutive potential ordinary shares relating to share options.
Total operations 2018 2017
GBP'000 GBP'000
---------------------------------------- ---- -------- --------
Profit for the financial year and
basic earnings attributed to ordinary
shareholders 12,287 12,083
---------------------------------------------- -------- --------
No No
Weighted average number of
ordinary shares: 000 000
Called up, allotted and fully paid
at start of year 107,803 107,803
Own shares held in Treasury (28) (465)
Own shares held by Employee Benefit
Trust (141) (141)
Issued share capital in the year 70 -
Weighted average number of ordinary
shares - basic 107,704 107,197
Dilutive impact of share options 1,857 1,808
Weighted average number of ordinary
shares - diluted 109,561 109,005
----------------------------------------- --- -------- --------
Basic earnings per share 11.41 p 11.27 p
Diluted earnings per share 11.21 p 11.08 p
----------------------------------------------- -------- --------
Adjusted earnings per share 2018 2017
GBP'000 GBP'000
Profit for the financial year and
basic earnings attributed to ordinary
shareholders 12,287 12,083
* Amortisation of acquired intangible assets 6,449 5,558
* Acquisition costs 774 104
* Share based payments 1,206 1,844 * Mark to market interest adjustment (46) (84) * Gain on revaluation of contingent consideration (1,335) - * Non-recurring software licence fees 2,143 - * Finance charge on contingent consideration 51 330 * Tax impact of adjusted items (1,850) (1,313) Adjusted profit for the financial year and adjusted earnings attributed to ordinary shareholders 19,679 18,522 --------------------------------------------------------- --- -------- -------- Adjusted basic earnings per share 18.27 p 17.28 p Adjusted diluted earnings per share 17.96 p 16.99 p --------------------------------------------------------------- -------- -------- 7. ACQUISITIONS
Dediserve Limited
The Group acquired 100% of the issued share capital of Dediserve Limited, ("Dediserve") on 17 May 2017 for EUR7.9m on a no debt, no cash, normalised working capital basis.
Dediserve is a company registered in the Republic of Ireland and is based in Dublin, which provides cloud hosting services to over 1,500 customers from 10 locations world-wide. The acquisition is in line with the Group's strategy to grow its hosting operations both organically and by acquisition. It also provides the Group with an additional European Union place of operation.
The Group incurred GBP431,000 of third party acquisition related costs in respect of this acquisition. These expenses are included in administrative expenses in the Group's consolidated statement of comprehensive income for the year ended 31 March 2018.
The following table summarises the consideration to acquire Dediserve and the amounts of identified assets acquired and liabilities assumed at the acquisition date,which are final:
GBP'000
----------------------------------------------------------- --------
Recognised amounts of net assets acquired and liabilities
assumed:
Cash and cash equivalents 250
Trade and other receivables 99
Property, plant and equipment 791
Intangible assets 3,680
Trade and other payables (290)
Borrowings (283)
Current income tax liabilities (120)
Deferred tax liability (588)
----------------------------------------------------------- --------
Identifiable net assets 3,539
Goodwill 3,130
----------------------------------------------------------- --------
Total consideration 6,669
----------------------------------------------------------- --------
Satisfied by:
Cash - paid on acquisition 6,485
Deferred consideration - paid 98
Deferred consideration - paid 86
Total consideration transferred 6,669
----------------------------------------------------------- --------
The share purchase agreement, in respect of the acquisition of Dediserve, includes a provision, under which the total consideration payable was adjusted by a payment to be made either to or by the Company, depending on the level of cash, debt and working capital shown in an agreed set of accounts (the Completion Accounts) made up to, and as at, the completion date. The initial payment to acquire the company was EUR7,800,000 (GBP6,700,000) in cash and in addition an amount of EUR250,000 (GBP215,000) was deducted as an interim settlement of the expected amount due in respect of the no debt, no cash, normalised working capital adjustment. Following agreement of the Completion Accounts an additional payment of EUR113,000 (GBP98,000) was paid in respect of the no debt, no cash, normalised working capital adjustment. An amount of EUR100,000 (GBP86,000) was deferred and paid 6 months after the completion date in November 2017. The initial payment of EUR7,550,000 (GBP6,485,000) was funded by a draw down from the revolving credit facility of GBP6,485,000.
The goodwill arising on the acquisition of Dediserve is attributable to the premium payable for a pre-existing, well positioned business and the specialised, industry specific knowledge of the management and staff, together with the benefits to the Group in merging the business with its existing infrastructure and the anticipated future operating synergies from the combination. The goodwill is not expected to be deductible for tax purposes.
Dediserve did not promote or advertise its trade name or brand and the bulk of its new business comes either directly from existing customers or from referrals or recommendations by existing customers or from marketing campaigns associated with the launch of a new location. Dediserve's privacy policy includes a commitment not to disclose any personal information it holds on customers unless the customer's permission is given. As a consequence, there is no significant value in either the trade name/brand or customer lists acquired at the acquisition date and therefore no value has been attributed to either intangible asset.
The fair value of the financial assets acquired includes trade receivables with a fair value of GBP51,000. The gross amount due under contracts is GBP51,000 of which GBPnil are expected to be uncollectable.
The fair value included in respect of the acquired customer relationships intangible asset is GBP3,680,000.
To estimate the fair value of the customer relationships intangible asset, a discounted cash flow method, specifically the income approach, was used with reference to the directors' estimates of the level of revenue, which will be generated from them. A post-tax discount rate of 13.6% was used for the valuation. Customer relationships are being amortised over an estimated useful life of 8 years.
Dediserve earned revenue of GBP2,453,000 and generated profits, before allocation of group overheads, third party acquisition related costs and tax of GBP799,000 in the period since acquisition.
Tier 9 Limited
The Group acquired 100% of the issued share capital of Tier 9 Limited ("Tier 9") on 26 July 2017. Tier 9 Limited is a non-trading holding company with two 100% owned subsidiaries: Cloudfuel Limited, which is also non-trading, and Simple Servers Limited (which trades as "Simple Servers").
Simple Servers is a Redditch based hosting company, which specialises in providing hosting solutions for the Magento eCommerce application which is used extensively by online retailers. This is hosted on various cloud platforms for all sectors of industry from SMEs to larger enterprises. The acquisition is in line with the Group's strategy to grow its operations both organically and by acquisition and gives the group access to a rapidly growing eCommerce market.
During the current period the Group incurred GBP106,000 of third party acquisition related costs in respect of this acquisition. These expenses are included in administrative expenses in the Group's consolidated statement of comprehensive income for the year ended 31 March 2018.
The following table summarises the consideration to acquire Tier 9 and the amounts of identified assets acquired and liabilities assumed at the acquisition date, which are final.
GBP'000
----------------------------------------------------------- --------
Recognised amounts of net assets acquired and liabilities
assumed:
Cash and cash equivalents 469
Trade and other receivables 117
Property, plant and equipment 156
Intangible assets 1,821
Trade and other payables (287)
Current income tax liabilities (94)
Deferred tax liability (363)
----------------------------------------------------------- --------
Identifiable net assets 1,819
Goodwill 3,331
----------------------------------------------------------- --------
Total consideration 5,150
----------------------------------------------------------- --------
Satisfied by:
Cash - paid on acquisition 3,039
Deferred consideration - paid 370
Contingent consideration - payable 1,741
Total consideration to be transferred 5,150
----------------------------------------------------------- --------
The share purchase agreement, in respect of the acquisition of Tier 9, included a provision under which the total consideration payable may have been adjusted by a payment to be made either to or by the Company, depending on the level of cash, debt and normalised working capital shown in an agreed set of accounts (the Completion Accounts) made up to, and as at, the completion date. The initial payment to acquire Tier 9 was GBP3,039,000 in cash. Following agreement of the Completion Accounts a total payment of GBP370,000 was due by the Company in respect of the no debt, no cash, normalised working capital adjustment and this amount was paid in cash in October 2017.
The contingent consideration arrangements require the Company to pay the former shareholders of Tier 9 an additional amount contingent on the level of profitability delivered by Simple Servers in the year ended 31 March 2018 ("the Earn-out Payment").
The potential undiscounted amount of the Earn-out Payment that the Company could be required to pay is between GBPnil and GBP2,961,000. The amount of contingent consideration payable which was recognised as of the acquisition date was GBP1,741,000.The level of profitability for the Earn-out Payment was estimated by applying the income approach to different scenarios based on historic performance and forecasts. Those scenarios reviewed had a range of outcomes for the amount of the Earn-out Payment of GBP1,046,000 to GBP2,339,000. A weighted average, based on management estimates of the probability of the achievement of the various levels of profitability, was then calculated to give the expected outcome of the amount of the Earn-out Payment of GBP1,741,000. The contingent consideration has now been agreed at GBP1,862,000 was paid in June 2018 with the balance due in September 2018. Consequently an amount of GBP121,000 has been recognised in the Statement of Comprehensive Income during the year as a loss on revaluation of contingent consideration.
The initial payment of GBP3,039,000 was funded by a draw down from the revolving credit facility of GBP3,000,000.
The goodwill arising on the acquisition of Tier 9 is attributable to the premium payable for a pre-existing, well positioned business and the specialised, industry specific knowledge of the management and staff, together with the benefits to the Group in merging the business with its existing infrastructure and the anticipated future operating synergies from the combination. The goodwill is not expected to be deductible for tax purposes.
Although the name Simple Servers is trademarked, it is not actively advertised or promoted and the bulk of Simple Servers' new business comes either directly from existing customers, from referrals or recommendations by existing customers or from the company's presence on Magento forums. Simple Servers privacy policy includes a commitment not to sell, distribute or lease any personal information it holds on customers unless the customer's permission is given. As a consequence there is no significant value in either the trade name/brand or customer lists acquired at the acquisition date and therefore no value has been attributed to either intangible asset.
The fair value of the financial assets acquired includes trade receivables with a fair value of GBP77,000. The gross amount due under contracts is GBP77,000 of which GBPnil are expected to be uncollectable.
The fair value included in respect of the acquired customer relationships intangible asset is GBP1,821,000.
To estimate the fair value of the customer relationships intangible asset, a discounted cash flow method, specifically the income approach, was used with reference to the directors' estimates of the level of revenue, which will be generated from them. A post-tax discount rate of 12.7% was used for the valuation. Customer relationships are being amortised over an estimated useful life of 8 years.
Simple Servers earned revenue of GBP1,123,000 and generated profits, before allocation of group overheads, share based payments and tax, of GBP546,000 in the period since acquisition.
Sonassi Holding Company Limited
The Group acquired 100% of the issued share capital of Sonassi Holding Company Limited ("Sonassi Holding") on 17 November 2017. Sonassi Holding is a non-trading holding company, which has a 100% owned subsidiary company, Sonassi Limited (which trades as "Sonassi").
Sonassi is a Manchester based hosting company, which, like Simple Servers, specialises in providing hosting solutions for the Magento eCommerce application. The acquisition is in line with the Group's strategy to grow its operations, both organically and by acquisition, and increases the group access to the rapidly growing eCommerce market.
During the current period the Group incurred GBP197,000 of third party acquisition related costs in respect of this acquisition. These expenses are included in administrative expenses in the Group's consolidated statement of comprehensive income for the year ended 31 March 2018.
GBP'000
----------------------------------------------------------- --------
Recognised amounts of net assets acquired and liabilities
assumed (provisional):
Cash and cash equivalents 3,434
Trade and other receivables 386
Property, plant and equipment 329
Intangible assets 7,646
Trade and other payables (874)
Current income tax liabilities (329)
Deferred tax liability (1,411)
----------------------------------------------------------- --------
Identifiable net assets 9,181
Goodwill 7,376
----------------------------------------------------------- --------
Total consideration 16,557
----------------------------------------------------------- --------
Satisfied by:
Cash - paid on acquisition 13,217
Deferred consideration - paid 1,000
Contingent consideration - payable 2,340
Total consideration to be transferred 16,557
----------------------------------------------------------- --------
The acquisition of Sonassi Holdings was completed using the "locked box" mechanism, on a no cash, no debt, normalised working capital basis. An initial payment of GBP13,217,000 was made at completion. This initial payment included an amount of GBP3,217,000 to settle the adjustments required to the locked box accounts in respect of the cash, debt and working capital position at the locked box date and to compensate the seller for changes in net debt or cash between the locked box date and completion. An additional amount of GBP1,000,000 was deferred, pending the completion of an upgrade of the software on which Sonassi's provisioning and customer management systems are based, and this amount was paid on 15 February 2018, following completion of the upgrade.
The share purchase agreement included a provision requiring the Company to pay the former shareholders of Sonassi Holdings an additional amount contingent on the level of profitability delivered by Sonassi in the year ending 31 July 2018 ("the Earn-out Payment").
The potential undiscounted amount of the Earn-out Payment that the Company could be required to pay is between GBPnil and GBP5,465,000. The amount of contingent consideration payable, which was recognised as of the acquisition date, was GBP2,340,000. The level of profitability for the Earn-out Payment was estimated by applying the income approach to different scenarios based on historic performance and forecasts. Those scenarios reviewed had a range of outcomes for the amount of the Earn-out Payment of GBP461,000 to GBP4,309,000. A weighted average, based on management estimates of the probability of the achievement of the various levels of profitability, was then calculated to give the expected outcome of the amount of the Earn-out Payment of GBP2,340,000. We expect the amount to be paid in respect of the final contingent consideration due will be GBP832,000. Consequently an amount of GBP1,508,000 has been recognised in the Statement of Comprehensive Income during the year as a gain on revaluation of contingent consideration.
The goodwill arising on the acquisition of Sonassi Holdings is attributable to the premium payable for a pre-existing, well positioned business and the specialised, industry specific knowledge of the management and staff, together with the benefits to the Group in merging the business with its existing infrastructure and the anticipated future operating synergies from the combination. The goodwill is not expected to be deductible for tax purposes.
The name Sonassi is not actively advertised or promoted and the bulk of Sonassi's new business comes either directly from existing customers, from referrals or recommendations by existing customers or from the company's presence on Magento forums. Sonassi's privacy policy includes a commitment not to sell, distribute or lease any personal information it holds on customers unless the customer's permission is given. As a consequence there is no significant value in either the trade name/brand or customer lists acquired at the acquisition date and therefore no value has been attributed to either intangible asset.
The fair value of the financial assets acquired includes trade receivables with a fair value of GBP275,000. The gross amount due under contracts is GBP275,000 of which GBPnil are expected to be uncollectable.
The fair value included in respect of the acquired customer relationships intangible asset is GBP6,403,000.
To estimate the fair value of the customer relationships intangible asset, a discounted cash flow method, specifically the income approach, was used with reference to the directors' estimates of the level of revenue, which will be generated from them. A post-tax discount rate of 10.4% was used for the valuation. Customer relationships are being amortised over an estimated useful life of 8 years.
Sonassi has developed its own software, Magestack, for the provisioning of customers' sites, to provide a control panel for customers and for billing and customer management. To estimate the fair value of this intangible asset, a discounted cash flow method, specifically the relief from royalty approach, was used with reference to the directors' estimates of the level of future cost savings, which will be generated by the use of the company's own software rather than 3(rd) party software, for which licence fees would be payable. A post-tax discount rate of 10.4% was used for the valuation. Software is being amortised over an estimated useful life of 8 years.
Sonassi earned revenue of GBP892,000 and generated profits, before allocation of group overheads, share based payments and tax, of GBP704,000 in the period since acquisition.
Pro-forma full year information
The following summary presents the Group as if the businesses acquired during the year had been acquired on 1 April 2017. The amounts include the results of the acquired business, depreciation and amortisation of the acquired property, plant and equipment and intangible assets recognised on acquisition. The amounts do not include any possible synergies from the acquisition. The information is provided for illustrative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of the future results of combined companies.
Pro-forma year
ended 31 March
2018
------------------------------- -----------------
GBP'000
------------------------------- ----------------
Revenue 100,016
Profit after tax for the year 14,150
-------------------------------- ----------------
8. INTANGIBLE ASSETS
Domain
Goodwill Development Customer Beneficial names
costs relationships contracts & IP
Software addresses Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
Cost
At 1 April 2016 61,123 4,832 34,882 3,137 86 280 104,340
Additions - - 1,670 - - 1,670
Currency
translation
differences - - 101 40 - - 141
Acquired on
acquisition
of
subsidiaries 877 - 982 - - - 1,859
Development
cost
capitalised - 1,372 - - - - 1,372
At 31 March
2017 62,000 6,204 35,965 4,847 86 280 109,382
Additions - - 221 905 - - 1,126
Currency
translation
differences - - (91) (42) - - (133)
Acquired on
acquisition
of
subsidiaries 13,837 - 11,904 1,243 - - 26,984
Disposals - - - (10) - - (10)
Development
cost
capitalised - 1,577 - - - - 1,577
At 31 March
2018 75,837 7,781 47,999 6,943 86 280 138,926
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
Accumulated
amortisation:
At 1 April 2016 - (3,194) (15,308) (1,453) (26) (171) (20,152)
Currency
translation
differences - - (77) (29) - - (106)
Charge for the
year - (989) (5,551) (815) (7) (55) (7,417)
At 31 March
2017 - (4,183) (20,936) (2,297) (33) (226) (27,675)
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
Currency
translation
differences - - 82 (27) - - 55
Disposals - - - 10 - - 10
Charge for the
year - (1,241) (6,449) (801) (8) (54) (8,553)
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
At 31 March
2018 - (5,424) (27,303) (3,115) (41) (280) (36,163)
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
Carrying
amount:
At 31 March
2018 75,837 2,357 20,696 3,828 45 - 102,763
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
At 31 March
2017 62,000 2,021 15,029 2,550 53 54 81,707
---------------- ----------- -------------- ---------------- ---------- ------------- --------------- ---------
Of the total additions in the year of GBP1,126,000 (2017: GBP1,670,000), GBP25,000 (2017: GBP122,000) was included in trade payables as unpaid invoices at the year end resulting in a net cash outflow of GBP97,000 (2017: net cash outflow GBP175,000) in trade payables. Consequently, the consolidated statement of cash flows discloses a figure of GBP1,223,000 (2017: GBP1,845,000) as the cash outflow in respect of intangible asset additions in the year.
All amortisation and impairment charges are included in the depreciation, amortisation and impairment of non-financial assets classification, which is disclosed as administrative expenses in the statement of comprehensive income.
Included within customer relationships are the following significant items: customer relationships in relation to the acquisitions of Sonassi Limited with a net book value of GBP5.7m and a remaining useful life of 8 years, Dediserve Limited with a net book value of GBP2.8m and a remaining useful of 8 years, Simple Servers Limited with an net book value of GBP1.4m and a remaining useful life of 8 years, Backup Technology with a net book value of GBP2.8m and a remaining useful life of 4 years; United Hosting with a net book value of GBP3.2m and a remaining useful life of 6 years; Melbourne Server Hosting with a net book value of GBP1.4m and a remaining useful life of 3 years; and ServerSpace with a net book value of GBP1.3m and remaining useful life of 5 years.
During the year, goodwill was reviewed for impairment in accordance with IAS 36 "Impairment of Assets". No impairment charges (2017: GBPnil) arose as a result of this review. For this review goodwill was allocated to individual Cash Generating Units (CGU) on the basis of the Group's operations. The goodwill acquired in the year on all acquisitions has been allocated to the Hosting CGU as this is the CGU expected to benefit from the business combination.
The carrying value of goodwill by each CGU is as follows:
2017
2018 GBP'000
Cash Generating
Units (CGU) GBP'000 (restated)*
Easyspace 23,315 23,210
Cloud Services 52,522 38,790
75,837 62,000
-------------------------------- --------- -------------
*As noted in note 3, in the current year the Group now includes the non-recurring cash generating unit relating to Cristie Data reported in the prior year as part of Cloud Services cash generating unit, consequently, the prior year has been restated to reflect this change. Prior to restatement, the Cloud Services cash generating unit in 2017 was GBP37,913,000.
9. PROPERTY, PLANT AND EQUIPMENT
Freehold Leasehold Datacentre Computer Office Motor
property improve-ments equipment equipment equipment vehicles Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------- ---------- --------------- ----------- ----------- ----------- ---------- ---------
Cost:
At 1 April 2016 2,062 7,323 20,472 47,242 2,356 68 79,523
Additions in
the year - 647 697 8,115 231 - 9,690
Acquisition
of subsidiaries - - - 179 27 - 206
Disposals in
the year - (3) - (58) - - (61) Currency translation differences - - - 125 - - 125 At 31 March 2017 2,062 7,967 21,169 55,603 2,614 68 89,483 Additions in the year - 767 1,511 14,297 96 11 16,682 Acquisition of subsidiaries - - - 1,275 1 - 1,276 Disposals in the year - (194) - (1,191) (313) (48) (1,746) Currency translation differences - - - 59 - - 59 At 31 March 2018 2,062 8,540 22,680 70,043 2,398 31 105,754 ------------------------- ---------- --------------- ----------- ----------- ----------- ---------- --------- Accumulated depreciation: At 1 April 2016 (191) (2,337) (7,939) (31,585) (1,371) (55) (43,478) Charge for the year (67) (440) (1,824) (8,370) (258) (13) (10,972) Disposals in the year - 3 - 58 - - 61 Currency translation differences - - - (45) - - (45) At 31 March 2017 (258) (2,774) (9,763) (39,942) (1,629) (68) (54,434) Charge for the year (48) (556) (1,984) (9,538) (409) (1) (12,536) Disposals in the year - 192 - 1,191 313 48 1,744 Currency translation differences - - (8) 166 - - 158 ------------------------- ---------- --------------- ----------- ----------- ----------- ---------- --------- At 31 March 2018 (306) (3,138) (11,755) (48,123) (1,725) (21) (65,068) ------------------------- ---------- --------------- ----------- ----------- ----------- ---------- --------- Carrying amount: At 31 March 2018 1,756 5,402 10,925 21,920 673 10 40,686 At 31 March 2017 1,804 5,193 11,406 15,661 985 - 35,049 ------------------------- ---------- --------------- ----------- ----------- ----------- ---------- ---------
The net book value of computer equipment held under finance lease at 31 March 2018 was GBP234,000 (2017: GBP546,000) and the net book value of datacentre equipment held under finance lease at 31 March 2018 was GBP375,000 (2017: GBP456,000).
Of the total additions in the year of GBP16,682,000 (2017: GBP9,690,000), GBP1,846,000 (2017: GBP1,256,000) was included in trade payables as unpaid invoices at the year end resulting in a net increase of GBP590,000 (2017: net decrease of GBP499,000) in trade payables. Consequently, the consolidated statement of cash flows discloses a figure of GBP16,092,000 (2017: GBP10,189,000) as the cash outflow in respect of property, plant and equipment additions in the year.
10. BORROWINGS
2018 2017
GBP'000 GBP'000
----------------------------------- -------- --------
Current:
Obligations under finance leases (327) (233)
Bank loans (35,239) (18,639)
Current borrowings (35,566) (18,872)
Non-current:
Obligations under finance leases (503) (625)
Bank loans - -
Total non-current borrowings (503) (625)
Total borrowings (36,069) (19,497)
-------------------------------------- -------- --------
11. ANALYSIS OF CHANGE IN NET DEBT
Finance Total liabilities
Cash and Bank leases
Analysis of change in net cash equivalents loans and hire Total net
cash/(debt) GBP'000 GBP'000 purchase cash/(debt)
GBP'000 GBP'000
--------------------------------------- ------------------ --------- --------- ----------------- ------------
At 1 April 2016 10,341 (34,525) (1,399) (35,924) (25,583)
Repayment of bank loans - 16,000 - 16,000 16,000
Impact of effective interest
rate - (114) - (114) (114)
Acquired on acquisition
of subsidiary 3,104 - - - 3,104
Currency translation differences - - (39) (39) (39)
Cash flow (4,539) - 580 580 (3,959)
--------------------------------------- ------------------ --------- --------- ----------------- ------------
At 31 March 2017 8,906 (18,639) (858) (19,497) (10,591)
Repayment of bank loans - 8,500 - 8,500 8,500
New bank loans - (24,956) (24,956) (24,956)
Impact of effective interest
rate - (144) - (144) (144)
Acquired on acquisition
of subsidiaries 4,153 - 283 283 4,436
Currency translation differences - - 21 21 21
Cash flow (3,564) - (276) (276) (3,840)
-----------------
At 31 March 2018 9,495 (35,239) (830) (36,069) (26,574)
--------------------------------------- ------------------ --------- --------- ----------------- ------------
12. CONTINGENT CONSIDERATION
2018 2017
GBP'000 GBP'000
----------------------------------------------- --- -------- --------
Contingent consideration due on acquisitions
within one year:
* Sonassi Holding Company Limited (832) -
* Tier 9 Limited
(1,862) -
* United Communications Limited - (2,373)
------------------------------------------------ -------- --------
Total contingent consideration due on
acquisitions (2,694) (2,373)
------------------------------------------------ -------- --------
13. POST BALANCE SHEET EVENT
On 6 June 2018, the Group entered into a new banking facility which provides an GBP80m revolving credit facility that matures in June 2022.
On 30 May 2018, the Group extended the London datacentre lease to June 2030.
14. ANNUAL REPORT AND ACCOUNTS
The Annual Report and Accounts for 2018 will be posted to shareholders on 20 July 2018 and will also be available free of charge on request from the Company's registered office; Lister Pavilion, Kelvin Campus, West of Scotland Science Park, Glasgow G20 0SP and on the Group's web-site at www.iomart.com.
15. ANNUAL GENERAL MEETING
The Annual General Meeting of the Company will be held at 10.00am on 28 August 2018 at the Company's registered office.
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
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