GB GROUP PLC — Earnings Release 2019

Jun 5, 2019

National Storage Mechanism | Additional information You don't have Javascript enabled. For full functionality this page requires javascript to be enabled. RNS Number : 1573B GB Group PLC 05 June 2019 Embargoed until 7.00 a.m. 5 June 2019 GB GROUP PLC ("GBG", "Group" or the "Company") Annual Results for the Year Ended 31 March 2019 International expansion and a growing customer base are driving strong growth GB Group plc (AIM: GBG), the global identity data intelligence specialist, announces its annual results for the year ended 31 March 2019. Financial highlights 2019 2018 % change Revenue £143.5m £119.7m 19.9% Adjusted operating profit† £32.0m £26.3m 21.7% Adjusted basic earnings per share‡ 18.2p 15.3p 19.0% Profit before tax £14.7m £13.4m 10.0% Deferred income balance £36.6m £28.3m 29.2% Net assets £321.5m £157.8m 103.8% Net (debt)/cash†† £(66.3)m £13.5m n/a Dividend per share 2.99p 2.65p 12.8% 2019 2018 Total Growth 2018 Underlying (CCY) Underlying Organic Revenue Growth (CCY) Revenue £143.5m £119.7m 19.9% £116.7m 11.5% Adjusted operating profit† £32.0m £26.3m 21.7% £24.0m - Note: "CCY" indicates figure reported on a constant currency basis. Strategic and operational highlights · Enhancing our customer proposition o Successfully launched Loqate, our Location solution brand o Key wins across our chosen geographies including Discover Financial Services, N26, Bosch, BNI, Kohls and eBay o Shift to a cloud operational model to support faster growth and evolving security requirements across our key markets · Strengthening international footprint o International revenues grew from 34% to 45% of total revenue o Encouraging performance from North America and Asia Pacific o Total number of employees increased to nearly 1,000 working in 16 countries · Strategic acquisitions enhance global capabilities o IDology materially strengthens our position in the North American market o VIX Verify provides complementary technology and data, and increases our reach in Asia Pacific o Both acquisitions are performing in line with expectations · Outlook o Significant long-term growth opportunities across our target markets o Clear delivery plans for organic growth o Successfully integrating acquisitions that advance the Group's strategy o New financial year is trading in line with our expectations Chris Clark, CEO, commented, "This was another good year for GBG. The continued investment in our three core solutions led to exciting product innovation and deeper geographical reach. Our strong growth and track record of delivery is a testament to our commitment to customer value and the expansion of our global presence through organic developments and strategic acquisitions." "We remain committed to developing world class products and making the most of the significant market opportunities ahead. As a global business, with a well-defined strategy, we are confident in our future growth and our ambition to become the leading provider of identity data intelligence solutions." Notes: † Adjusted operating profit means profit before amortisation of acquired intangibles, share-based payments, exceptional items, interest and tax. This measure is not defined under IFRS but Management believe that this Alternative Performance Measure (APM) is a more appropriate metric to understand the underlying performance of the Group. ‡ Adjusted earnings per share is defined as adjusted operating profit less net finance costs and tax divided by the basic weighted average number of ordinary shares of the Company. †† Net (debt)/cash means cash and short-term deposits less loans. * As highlighted in the October 2017 trading update, organic revenue growth in the year to 31 Match 2018 included £3.5 million from the sale of a material perpetual licence to a leading European bank in September 2017, paid upfront. Had this particular transaction been a fully delivered, 3-year agreement, payable in annual instalments (as is normal), then our revenue recognition policies at the time would have only recognised one third of this value. - Ends - To find out more, please contact: GBG Chris Clark, CEO Dave Wilson, CFO & COO 01244 657333 Peel Hunt LLP (Nominated Adviser and Broker) Edward Knight Peter Stewart Nick Prowting 020 7418 8900 Tulchan Communications LLP James Macey White Matt Low Deborah Roney Website 020 7353 4200 GBG@tulchangroup.com www.gbgplc.com/investors Presentation and webcast GBG management will be hosting an analyst presentation today (5 June 2019) at 09.00 a.m. GMT at UBS, 5 Broadgate, London, EC2M 2QS. Shortly following the presentation, an archived webcast will be available on the Investors page of the Company's website. About GBG GBG offers a series of solutions that help organisations quickly validate and verify the identity and location of their customers. Our innovative technology leads the world in location intelligence and fraud detection. Our products are built on an unparalleled breadth of data obtained from over 200 global partners which helps us to verify the identity of 4.4 billion people globally. Our headquarters are in the UK and we have nearly 1,000 team members across 16 countries. We work with clients in 72 countries including some of the best-known businesses around the world, ranging from US e-commerce giants to Asia's biggest banks and European household brands. To find out more about how we help our clients establish trust with their customers, visit www.gbgplc.com, follow us on Twitter @gbgplc, or read more in our newsroom: www.gbgplc.com/newsroom Chairman's Statement This has been another strong year for GBG, maintaining a good operating performance. We are accelerating our product innovation and two important acquisitions will also help us to make further strategic progress and support future growth. Our presence in key markets has expanded and we have put an increased focus on providing excellent support to our customers. As a result, we remain confident that the business will capitalise on the opportunities in our target markets and continue to deliver double-digit organic growth. Financial performance GBG's financial performance in the year was again ahead of original market expectations. Revenues increased by 20% to £143.5 million (2018: £119.7 million), with underlying organic revenue at constant currency of £130.1 million. Adjusted operating profit increased by 22% to £32.0 million (2018: £26.3 million) meaning adjusted earnings per share rose 19% to 18.2 pence (2018: 15.3 pence). GBG's net debt balance of £(66.3) million (2018: £13.5 million net cash) reflects the use of cash and debt to acquire VIX Verify, as well as an additional £84 million of debt to partially finance the purchase of IDology. Achievements and strategic outlook 2018/19 saw us continue our long-standing commitment to innovation. We have evolved our identity propositions, increased the use of machine learning in our fraud and location solutions and improved the breadth of data across our product portfolio. Alongside these important product developments, we also completed two acquisitions. VIX Verify provides us with complementary technology and data, as well as broadening our reach across Asia Pacific. IDology, the largest transaction GBG has made to date, is a leading U.S. provider of identity verification and anti-fraud solutions. It materially strengthens our ability to serve existing customers and win new customers in the large and growing North American market. We are pleased with the ongoing integration of both businesses. A key aspect of the Group's strategic focus is to prioritise our three core propositions: location, identity and fraud. This will increase the effectiveness of our engagement with current and potential customers and improve our response to market trends and developments. We made an important step forward in that process with the launch of our location solution brand, Loqate and we have been encouraged by the initial results and customer feedback following that change. Finally, it is pleasing to see that the Group has further increased its high levels of employee engagement across the business - testament to the Group's ongoing programmes of employee inclusion and development. Dividend We remain committed to delivering increased returns to shareholders. The Board will propose a final dividend of 2.99 pence per share to shareholders at the Annual General Meeting in July. If approved, this will represent an eleventh year of growth in dividends. The year overall On behalf of the Board, I would wish to thank Chris Clark, his Executive team and all of GBG's employees for their hard work and also thank our shareholders and customers for their continued support. This has been another successful year and we remain confident in the long-term prospects for GBG. I know we have the capabilities and enthusiasm necessary to take advantage of the significant market momentum and growth opportunities available to us. We expect this to lead to another good year in 2019/20. David Rasche Chairman Chief Executive's Statement I am very pleased to report that 2019 has been another successful year for GBG. We have reported a strong financial performance and I am very encouraged by the growth in our priority international markets of North America and Asia Pacific. Good strategic progress has been made, in particular with the two acquisitions completed during the year. This has strengthened the business and keeps us well-placed to support our customers and capitalise on the significant market opportunities ahead. Market drivers and growth opportunities GBG operates in a global market with a number of drivers for structural growth. Businesses around the world need innovative digital solutions to help them provide a frictionless customer experience, reduce online fraud and meet increasingly stringent compliance regulations. This is driven by: - Sustained growth in e-commerce, particularly on mobile - An increase in fraud and data breaches - A greater focus on consumer data privacy and compliance with evolving regulations - Consumer expectations of simple online journeys With the shift accelerating towards a digital economy, coupled with the growing use of mobile devices, businesses need innovation that makes things easier, faster and more convenient for their customers. Overview Following another strong financial performance in 2019, GBG has the capability and resources to continue to make important investments across the Group. These investments will support further growth. Organic investment will be directed at developing and launching additional world-class products, improving how we take these products to market and recruiting and developing the very best people. We intend to support this organic investment by considering acquisitions that can broaden our geographic reach and/or strengthen our product capabilities. Strategic focus areas In the past year we have increased our focus on the three core solutions that underpin all of our propositions: location, identity and fraud. This has not only contributed to the strong performance in the period but in a complex and rapidly changing environment, this approach allows us to prioritise and align our developments with customer demand and capitalise on market trends. We have strengthened the capabilities of all our teams, particularly in our key target markets of North America and Asia Pacific. We are pleased with the progress we have made during the period which is demonstrated by the growth of international revenues from 34% to 45% of our total business. In June 2018, we launched the first GBG solution brand, Loqate. It was the first step in our brand strategy to provide simpler experiences for our customers by bringing our multiple location products and brands under the Loqate solution. The launch helped the business unit to grow by 17% in the year. Our brand strategy continues to evolve and we are currently researching and profiling further solutions. Corporate transactions GBG has a strong track record of acquiring companies. During the year we completed two further acquisitions to strengthen our product and technology capabilities, broaden our international reach and take us closer to our strategic goal of providing leading identity data intelligence solutions globally. The first of these was VIX Verify in Australia. This acquisition enhances our portfolio of international identity and location solutions by complementing our existing fraud offerings, it also extends our reach across Asia Pacific. This was followed by our largest transaction to date, the acquisition of IDology for US$300m, a leading U.S. provider of identity verification and anti-fraud solutions based in Atlanta, Georgia. We had already been working with IDology for several years and our long-term relationship with them has given us an excellent understanding of their products and technology and its strategic fit with GBG. Adding IDology to the GBG family materially strengthens our ability to serve existing customers and win new business in the large, growing North American market. Together, these acquisitions mean that we now have businesses of genuine scale for all three of our solution areas in each of our key regions. Scale through technology This year we have significantly advanced the technology that underpins our customer propositions. The shift to a cloud operational model was a strategic priority, which will continue to evolve through our partnership with Amazon Web Services. This innovation means the business is able to scale faster and can continue to support our evolving security requirements in the UK and in our international markets. Growth: new business & international expansion We have seen good performance in terms of new business and customer retention. This includes key wins across all of our core markets and geographies within each of our three solution areas. · Our Location solution, Loqate, generated headline wins in North America which included Kohls, eBay and Sephora. We also saw significant additional growth from our current customer Nordstrom. In Europe, new customers include Paul Valentine, N26, Bosch and HelloFresh while we were pleased to see traction in Asia Pacific with key wins such as FarFetch. · With our Identity solution, we had a significant new win in the UK with the fast growing FinTech business, Revolut. We are working with them to make sure they stay compliant as their customer base rapidly increases. Further growth has been seen with Coinbase, Deliveroo and Microgaming and we continue to expand across multiple sectors including gaming, banking, technology and retail. · The Fraud solution, which operates primarily in Asia Pacific, has again seen good progress with wins with Krunthai Card in Thailand, BNI in Indonesia and PPmoney and Bank of Communications in China. We also saw our first US customer, Discover Financial Services, using our anti-fraud solutions. People Our global team now has close to 1,000 members working in 16 countries. One of this year's highlights for me personally came from our employee engagement survey, which showed the highest scores ever at GBG, where nine out of ten of our team members said they would recommend GBG as a great place to work. Having a truly engaged team is one of GBG's unique strengths and a key factor in our strong global performance. I am immensely proud to work every day with such a committed and talented team and am delighted to see it reflected in positive feedback from customers. Our learning and development programme is evolving and now offers a range of tools and resources to all of our global team members. We have also simplified our employee review process making it more agile for team members and managers to ensure consistency in real time. Current trading & outlook Looking ahead, the new financial year is trading in line with the Board's expectations and we have clear plans for delivering organic growth. I am excited about this year and the opportunities to further develop our business. Chris Clark Chief Executive Officer Finance Review Principal Activities and Business Review The principal activity of GB Group plc ('GBG') and its subsidiaries (together 'the Group') is the provision of identity data intelligence services. GBG helps organisations recognise and verify all elements of an individual's identity at key interactions in their business processes. Through the application of our proprietary technology, our vision is to is to be the leader in identity data intelligence, informing business decisions between people and organisations globally. The performance of the Group is reported by segment, reflecting how we run the business and the economic characteristics of each segment. The Group's two operating segments are as follows: · Fraud, Risk & Compliance - which provides ID Verification, ID Compliance and Fraud Solutions, ID Trace & Investigate and ID Employ & Comply. · Customer & Location Intelligence - which provides ID Location Intelligence and ID Engage solutions. VIX Verify Global Pty Ltd ('VIX Verify') and IDology Inc. ('IDology'), which were acquired during the year, are reported within the Fraud, Risk & Compliance segment. Between them, the segments have six complementary lines of business: · ID Verification, which provides the ability to verify consumers' identities remotely, without the physical presentation of documentation, in order to combat ID fraud, money laundering and restrict access to under-age content, purchases and gambling. · ID Compliance and Fraud Solutions, which provides fraud detection, risk management and consumer on-boarding solutions. · ID Trace & Investigate, which provides the largest and most accurate picture of the UK's population and properties in order to locate and contact the right individual, first time. · ID Employ & Comply, which provides background checks through online verification and authentication of individuals, enabling organisations to safeguard, recruit and engage with confidence. · ID Location Intelligence, which includes software and services for quick and accurate consumer registration and validation of records. · ID Engage, which provides database services so our customers can better understand, target and retain their consumers and offers accurate and up-to-date identity information for their contact strategies. The Group results are set out in the Consolidated Statement of Comprehensive Income and explained in this Finance Review. A review of the Group's business and future development is contained in the Chairman's Statement, the Chief Executive's Statement and the Finance Review. Group Vision and Strategy The Group's vision is to be the leader in identity data intelligence, informing business decisions between people and organisations globally. The Group's strategy is to create and maintain unique online products and services which provide additional value for customers and are of sufficient strength to enable the Group to create new markets and consistently win new business against its competition. The Group achieves this through its investment in people, business and product development opportunities and the application of innovation, quality and excellence in everything it does. Review of the Business The Group uses adjusted figures as key performance indicators in addition to those reported under adopted IFRS as they better reflect the underlying performance of the business. Adjusted figures exclude certain non-operational or exceptional items, which is consistent with prior year treatments. Adjusted measures are marked as such when used. The following description of the Group's performance is complemented by the segmental analysis in note 4 to the accounts, which shows the contributions from the Fraud, Risk & Compliance and Customer & Location Intelligence segments. The overall impact of acquisitions in the year will not be fully evident in our segments until 2020. 2019 2018 Change Change £'000 £'000 £'000 % Revenue1 143,504 119,702 23,802 19.9 Adjusted operating profit 2 32,031 26,311 5,720 21.7 Share-based payments (2,287) (2,375) 88 3.7 Amortisation of acquired intangibles (10,316) (7,885) (2,431) 30.8 Operating profit before exceptional items 19,428 16,051 3,377 21.0 Exceptional items (4,003) (2,143) (1,860) 86.8 Operating profit 15,425 13,908 1,517 10.9 Net finance costs (689) (508) (181) 35.6 Profit before tax 14,736 13,400 1,336 10.0 Total tax charge (2,583) (2,746) 163 5.9 Profit for the year 12,153 10,654 1,499 14.1 Dividend per share 2.99 2.65 0.34 12.8 Adjusted earnings2 28,759 23,057 5,702 24.7 Basic weighted average number of shares ('000) 158,052 150,553 7,499 5.0 Basic earnings per share (pence) 7.7 7.1 0.6 8.5 Adjusted basic earnings per share (pence) 2 18.2 15.3 2.9 19.0 1 The Group adopted IFRS 15 from 1 April 2018 using the modified retrospective method of adoption where the comparative period is not restated, but a cumulative adjustment is recognised in opening reserves. As a result, the 2018 revenue is still under IAS 18 and therefore not directly comparable. The impact of the transition is explained in note 2. 2 Adjusted operating profit, adjusted earnings and adjusted earnings per share ('EPS') are non-GAAP measures explained at the end of the Finance Review. The Group's overall profile has changed through acquisitions concluded during both this year and in the previous year. These businesses have delivered strong performances in the 12 month period ended 31 March 2019 while being underpinned by solid underlying organic revenue growth of 11.5 per cent on a constant currency basis. Adjusted operating profit for the year increased by 21.7 per cent to £32.0 million, reflecting: · Revenue growth of 19.9 per cent to £143.5 million. This increase included organic growth of 11.5 per cent on an underlying constant currency basis (8.7 per cent on a reported basis). · The adjusted operating profit margin increased marginally from 22.0 per cent to 22.3 per cent, notwithstanding significant continued investment for growth made over the course of the year. Group profit before tax increased by 10.0 per cent in the year to £14.7 million. The total tax charge of £2.6 million compares to a tax charge of £2.7 million in the previous year resulting in the Group profit for the year attributable to shareholders increasing by 14.1 per cent to £12.2 million. Adjusted basic earnings per share improved by 19.0 per cent to 18.2 pence (2018: 15.3 pence). Basic earnings per share increased by 8.5 per cent to 7.7 pence (2018: 7.1 pence). Group cash conversion remained strong with net cash generated from operating activities excluding exceptional items of £31.6 million (2018: £32.9 million) compared to operating profit before depreciation, amortisation, share-based payments and exceptional items (Adjusted EBITDA) of £34.1 million (2018: £28.7 million). The Group's balance sheet and financing ability remain strong. This has been evidenced through the equity placing and long-term loans agreed during the year, which supported our acquisitions of VIX Verify and IDology. Adoption of IFRS 15 The Group adopted IFRS 15 effective 1 April 2018, which is the new standard applicable to revenue recognition. The Group has applied the modified retrospective method of adoption where the cumulative impact of adoption on the Group's performance and financial position at 1 April 2018 is recorded within reserves. Adoption resulted in a reduction in reserves of £1.1 million at 1 April 2018 as outlined in note 2. If the Group had continued to apply the previous revenue recognition standard (IAS 18), revenue for the year to 31 March 2019 would have been £0.2 million lower than under IFRS 15. Adjusted EBITDA Adjusted EBITDA was £34.1 million (2018: £28.7 million), consisting of adjusted operating profit of £32.0 million (2018: £26.3 million), depreciation of £1.5 million (2018: £1.4 million) and amortisation of purchased software and internally developed software of £0.5 million (2018: £1.0 million). Exceptional Items Exceptional costs of £4.0 million (2018: £2.1 million) were incurred by the Group in the year and have been detailed in note 7 to the accounts. £3.7 million (2018: £0.8 million) of the exceptional costs were acquisition related transaction costs. Net Finance Costs The Group has incurred net finance costs for the year of £0.7 million (2018: £0.5 million), the increase being interest on the new long-term loan. Acquired Intangibles Amortisation The charge for the year of £10.3 million (2018: £7.9 million) represents the non-cash cost of amortising separately identifiable intangible assets including technology-based assets and customer relationships that were acquired through business combinations. The increased charge in the year is due to the full year impact of the acquisition of PCA in the prior year and then VIX Verify and IDology in the current year. As IDology, which is the largest acquisition the Group has completed, completed towards the end of the current year, it is expected that this charge will increase in the next financial year. Taxation The total tax charge of £2.6 million (2018: £2.7 million) includes £4.6 million of current tax payable on the Group's profits in the year (2018: £4.4 million). Dividend The Board of Directors will propose a final ordinary dividend of 2.99 pence per share (2018: 2.65 pence per share), amounting to £5.8 million (2018: £4.0 million). The final ordinary dividend with respect to the year ended 31 March 2019, if approved, will be paid on 23 August 2019 to ordinary shareholders whose names were on the register on 18 July 2019. The Group continues to operate a Dividend Reinvestment Plan, allowing eligible shareholders to reinvest their dividends into GBG shares. Earnings per Share The earnings per share analysis in note 13 cover four measures: adjusted basic earnings per share (adjusted operating profit less net finance costs and tax); adjusted diluted earnings per share (adjusted operating profit less net finance costs and tax adjusting for the dilutive effect of share options); basic earnings per share (profit attributable to equity holders); and diluted earnings per share (adjusting for the dilutive effect of share options). Adjusted earnings (adjusted operating profit less net finance costs and tax) was £28.8 million (2018: £23.1 million) resulting in a 19.0 per cent increase in adjusted basic earnings per share from 15.3 pence to 18.2 pence. Basic earnings per share increased by 8.5 per cent from 7.1 pence to 7.7 pence reflecting the higher operating profit although offset by higher number of shares in issue. The weighted average number of shares at 31 March 2019 increased to 158.1 million (2018: 150.6 million). Cash Flows Group operating activities before tax payments and exceptional items generated £31.6 million of cash and cash equivalents (2018: £32.9 million) representing adjusted EBITDA to cash conversion ratio of 92.7 per cent (2018: 114.6 per cent). Operating cash flows continue to be healthy and the Group continually monitors its measures of cash generation and collection. Net cash generated by operating activities before working capital movements increased by 14.6 per cent to £27.2 million (2018: £23.7 million). Group investing activities resulted in net outflows of £256.7 million (2018: £72.3 million) including £255.1 million (2018: £70.4 million) in respect of acquisitions/investments and £1.6 million (2018: £2.1 million) on plant and equipment and software purchases. Financing activities generated £230.2 million (2018: £49.7 million) of net cash in the year and included £157.7 million (2018: £56.7 million) of net proceeds from the issue of shares, £77.7 million of net new borrowings (2018: £2.8 million of net repayments) and £4.0 million of dividends paid (2018: £3.6 million). The Group's overall cash and cash equivalents decreased by £1.6 million (2018: £5.1 million increase) in the year. Further detailed analysis of this movement is included in the Consolidated Cash Flow Statement. Acquisitions During the year the Group made two acquisitions: · VIX Verify, an unlisted company based in Australia. The total cash consideration paid, net of cash acquired, was £20.4 million. This acquisition was part funded by new bank borrowings of £10.0 million. · IDology, an unlisted company based in USA. The total cash consideration paid, net of cash acquired, was £234.6 million. This acquisition was part funded by the issue of 39.0 million shares as part of a placing that raised £160.0 million (before costs of £3.3 million), and new bank borrowings of £84.0 million (£15.0 million of which was repaid prior to the year-end). In addition, a total of £0.1 million of contingent consideration was paid out in the year relating to IDscan. Further information on these acquisitions and the contingent consideration can be found in notes 31 and 32 to the accounts. Deferred Income Deferred income at the end of the year increased by 29.2 per cent to £36.7 million (20181: £28.3 million under IAS 18 as explained in footnote 1 in the previous table). This balance principally consists of contracted licence revenues and profits that are payable up front but recognised over time as the Group's revenue recognition criteria are met. The increase has been driven by continued strong contracted sales growth, which will deliver revenues and profits in future years. The deferred income balance does not represent the total contract value of any future unbilled annual or multi-year, non-cancellable agreements as the Group more typically invoices customers in annual or quarterly instalments. Deferred income is determined by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing and new business linearity within a reporting period. Net Assets Net assets at the end of 2019 were £321.5 million, an increase of £163.7 million on the 2018 level of £157.8 million. This growth is driven by the increase in equity capital of £157.3 million combined with the total comprehensive income for the year of £8.5 million, less dividends paid of £4.0 million, IFRS 15 transition adjustment of £1.1 million and after adjusting for share-based payments and tax on share options of £2.3 million and a credit of £0.7 million. Relationships Other than our shareholders, the Group's performance and value are influenced by other stakeholders, principally our customers, suppliers, lenders, employees and our strategic partners. Relationships are managed both on an individual basis and via representative groups. The Group participates in industry groups which give genuine access to customers, suppliers and decision makers in government and other regulatory bodies. Treasury Policy and Financial Risk The Group's treasury operation is managed within formally defined policies and reviewed by the Board. The Group finances its activities principally with cash, short-term deposits and borrowings but has the ability to draw down up to £54 million of further funding from a revolving credit facility that is in place. Other financial assets and liabilities, such as trade receivables and trade payables, arise directly from the Group's operating activities. Surplus funds of the Group are invested through the use of short-term deposits, with the objective of reasonable interest rate returns while still providing the flexibility to fund ongoing operations when required. It is not the Group's policy to engage in speculative activity or to use complex financial instruments. The Group is exposed to a variety of financial risks including: market risk (including foreign currency risk and cash flow interest rate risk), credit risk and liquidity risk which are described in note 25 to the accounts. Use of non-GAAP Measures in the Group Financial Statements The Group has identified certain measures that it believes will assist in understanding the performance of the business. The measures are not defined under IFRS and therefore may not be directly comparable with other companies' adjusted measures. The non-GAAP measures are not intended to be a substitute for, or superior to, any IFRS measures of performance, however management considers them to be important indicators and key measures used within the business for assessing performance. Further information can be found in note 33. The following are the key non-GAAP measures identified by the Group and used in the Strategic Review and Financial Statements: Organic Growth Organic growth is defined by the Group as year-on-year continuing revenue growth, excluding acquisitions which are included only after the first anniversary following their purchase. Underlying Organic Growth As highlighted in the October 2017 trading update, organic revenue growth in the year to 31 Match 2018 included £3.5 million from the sale of a material perpetual licence to a leading European bank in September 2017, paid upfront. Had this particular transaction been a fully delivered, three-year agreement, payable in annual instalments (as is normal), then our revenue recognition policies at the time would have only recognised one third of this value. This means revenues for 2018 would have been £117.4 million (the basis for underlying growth) rather than the reported £119.7 million. Adjusted Operating Profit Adjusted operating profit means profits before amortisation of acquired intangibles, share-based payment charges, exceptional items, net finance costs and tax. Adjusted EBITDA Adjusted EBITDA means operating profit before depreciation, amortisation, share-based payment charges, exceptional items, net finance costs and tax. Adjusted Earnings Adjusted earnings represents adjusted operating profit less net finance costs and tax. Adjusted Earnings Per Share ('Adjusted EPS') Adjusted EPS represents adjusted earnings divided by a weighted average number of shares in issue, and is disclosed to indicate the underlying profitability of the Group. Net cash generated by operating activities before working capital movements Net cash generated by operating activities before working capital movements means net cash generated from operations in the Consolidated Cash Flow Statement before the movement in provisions, inventories, trade and other receivables and trade and other payables. Approved by the Board on 5 June 2019. Dave J Wilson CFO & COO Key Performance Indicators The Board monitors the Group's progress against its strategic objectives and the financial performance of the Group's operations on a regular basis. Performance is assessed against the strategy and budgets using financial and non-financial measures. The following details the principal Key Performance Indicators ('KPI's) used by the Group, giving the basis of calculation and the source of the underlying data. A summary of performance against these KPIs is given below. The Group uses the following primary measures to assess the performance of the Group and its propositions. Financial · Revenue Revenue and revenue growth are used for internal performance analysis to assess the execution of our strategies. Organic growth is also measured, although the term 'organic' is not a defined term under IFRS and may not, therefore, be comparable with similarly titled measures reported by other companies. Organic growth is defined by the Group as year-on-year continuing revenue growth, excluding acquisitions (until the date of their anniversary) and will be reported at each reporting interval. The basis for underlying organic growth is explained on the previous page. · Adjusted Operating Profit This is used by management for internal performance analysis and to assess the execution of our strategies. Management believe that this adjusted measure is a more appropriate metric to understand the underlying performance of the Group. · Adjusted EBITDA This is used by the Group for internal performance analysis to assess the execution of our strategies. Management believe that this adjusted measure is a more appropriate metric to understand the underlying performance of the Group. · Earnings per Share Earnings per share is calculated as basic earnings per share from continuing operations on both an adjusted and unadjusted basis. · Net Debt/Cash This is calculated as cash and cash equivalent balances less outstanding external loans. Unamortised loan arrangement fees are netted against the loan balance in the financial statements but are excluded from the calculation of net cash/debt. · Cash Conversion This is calculated as cash generated from operations in the Consolidated Cash Flow Statement, adjusted to exclude cash payments for exceptional items, as a percentage of Adjusted EBITDA. · Deferred Income Deferred income, which is included in our Consolidated Balance Sheet within Trade and Other Payables, is the amount of invoiced business in excess of the amount recognised as revenue. This is an important internal measure for the business and represents the amount that we will record as revenue in our Consolidated Statement of Comprehensive Income in future periods. Trends may vary as business conditions change. · International Revenue as a percentage of Total Revenue This is an important internal measure for the Group to assess progress towards expanding our international operations. Non-Financial · Employee Engagement Employee engagement is a key focus area for the business in order to retain and grow what we believe is some of the best talent in our industry. Performance against KPIs A summary of the Group's progress in achieving its objectives, as measured against KPIs, is set out below. Year ended 31 March 2019 2018 Revenue growth 1 19.9% 36.8% Underlying organic growth at constant currency 11.5% 13.6% Organic revenue growth 8.7% 17.3% Fraud, Risk & Compliance revenue growth 25.6% 27.3% Customer & Location Intelligence revenue growth 11.9% 52.8% Adjusted operating profit (£'000) 32,031 26,311 Adjusted operating profit % 22.3% 22.0% Adjusted EBITDA (£'000) 34,080 28,688 Adjusted EBITDA % 23.7% 24.0% Earnings per share - basic 7.7p 7.1p Earnings per share - adjusted basic 18.2p 15.3p Net (Debt)/Cash (£'000) (66,252) 13,505 Cash conversion % 92.7% 114.6% Deferred income (£'000) 1 36,637 28,347 International revenue as a percentage of total revenue 44.7% 34.4% Employee engagement > 90% >80% 1 The Group adopted IFRS 15 from 1 April 2018 using the modified retrospective method of adoption where the comparative period is not restated, but a cumulative adjustment is recognised in opening reserves. As a result, the 2018 revenue is still calculated under IAS 18 and therefore not directly comparable. The impact of the transition is explained in note 2. Consolidated Statement of Comprehensive Income Year ended 31 March 2019 Note 2019 2018 £'000 £'000 Revenue 3 143,504 119,702 Cost of sales (36,060) (27,092) Gross profit 107,444 92,610 Operating expenses before amortisation of acquired intangibles, share-based payments and exceptional items (75,413) (66,299) Operating profit before amortisation of acquired intangibles, equity-settled share-based payments and exceptional items (adjusted operating profit) 32,031 26,311 Amortisation of acquired intangibles 15 (10,316) (7,885) Equity-settled share-based payments charge 27 (2,287) (2,375) Exceptional items 7 (4,003) (2,143) Group operating profit 15,425 13,908 Finance revenue 9 31 37 Finance costs 10 (720) (545) Profit before tax 14,736 13,400 Income tax charge 11 (2,583) (2,746) Profit for the year attributable to equity holders of the parent 12,153 10,654 Other comprehensive income: Exchange differences on retranslation of foreign operations (net of tax)1 (3,702) (3,206) Total comprehensive income for the year attributable to equity holders of the parent 8,451 7,448 Earnings per share 13 - basic earnings per share for the year 7.7p 7.1p - diluted earnings per share for the year 7.6p 7.0p - adjusted basic earnings per share for the year 18.2p 15.3p - adjusted diluted earnings per share for the year 17.9p 15.0p 1 Upon a disposal of a foreign operation, this would be recycled to the Income Statement Consolidated Statement of Changes in Equity Year ended 31 March 2019 Note Equity share capital Share premium Merger reserve Capital redemption reserve Foreign currency translation reserve Retained earnings Total equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 2017 3,368 48,595 6,575 3 4,097 31,545 94,183 Profit for the period - - - - - 10,654 10,654 Other comprehensive income - - - - (3,206) - (3,206) Total comprehensive income for the period - - - - (3,206) 10,654 7,448 Issue of share capital 20 2,189 56,219 - - - - 58,408 Share issue costs 20 (1,740) - - - - - (1,740) Share-based payments charge 27 - - - - - 2,375 2,375 Tax on share options - - - - - 660 660 Equity dividend 12 - - - - - (3,582) (3,582) Balance at 31 March 2018 (As Reported) 3,817 104,814 6,575 3 891 41,652 157,752 IFRS 15 transition adjustment 2 - - - - - (1,058) (1,058) Balance at 31 March 2018 (Restated) 3,817 104,814 6,575 3 891 40,594 156,694 Profit for the period - - - - - 12,153 12,153 Other comprehensive income - - - - (3,702) - (3,702) Total comprehensive income for the period - - - - (3,702) 12,153 8,451 Issue of share capital 20 1,004 159,609 - - - - 160,613 Share issue costs 20 - (3,274) - - - - (3,274) Share-based payments charge 27 - - - - - 2,287 2,287 Tax on share options - - - - - 738 738 Equity dividend 12 - - - - (4,049) (4,049) Balance at 31 March 2019 4,821 261,149 6,575 3 (2,811) 51,723 321,460 Company Statement of Changes in Equity Year ended 31 March 2019 Note Equity share capital Share premium Merger reserve Capital redemption reserve Other reserves Retained earnings Total equity £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 April 2017 3,368 48,595 6,575 3 - 35,198 93,739 Profit for the period - - - - - 5,153 5,153 Total comprehensive income for the period - - - - - 5,153 5,153 Issue of share capital 20 2,189 56,219 - - - - 58,408 Share issue costs 20 (1,740) - - - - - (1,740) Resulting from hive-up transactions 31 - - - - 4,543 - 4,543 Share-based payments charge 27 - - - - - 2,375 2,375 Tax on share options - - - - - 651 651 Equity dividend 12 - - - - - (3,582) (3,582) Balance at 31 March 2018 (As Reported) 3,817 104,814 6,575 3 4,543 39,795 159,547 IFRS 15 transition adjustment 2 - - - - - (1,058) (1,058) Balance at 31 March 2018 (Restated) 3,817 104,814 6,575 3 4,543 38,737 158,489 Profit for the period - - - - - 7,275 7,275 Total comprehensive income for the period - - - - - 7,275 7,275 Issue of share capital 20 1,004 159,609 - - - - 160,613 Share issue costs 20 - (3,274) - - - - (3,274) Share-based payments charge 27 - - - - - 2,287 2,287 Tax on share options - - - - - 738 738 Equity dividend 12 - - - - - (4,049) (4,049) Balance at 31 March 2019 4,821 261,149 6,575 3 4,543 44,988 322,079 Consolidated Balance Sheet As at 31 March 2019 Note 2019 2018 £'000 £'000 Assets Non-current assets Property, plant and equipment 14 4,815 4,700 Intangible assets 15 420,137 161,372 Investments 17 411 - Deferred tax asset 11 8,222 4,212 433,585 170,284 Current assets Inventories 341 399 Trade and other receivables 18 54,874 37,969 Cash and short-term deposits 19 21,189 22,753 76,404 61,121 Total assets 509,989 231,405 Equity and liabilities Capital and reserves Equity share capital 20 4,821 3,817 Share premium 261,149 104,814 Merger reserve 6,575 6,575 Capital redemption reserve 3 3 Foreign currency translation reserve (2,811) 891 Retained earnings 51,723 41,652 Total equity attributable to equity holders of the parent 321,460 157,752 Non-current liabilities Loans 21 85,447 8,451 Long service award 24 528 - Trade and other payables 22 1,184 - Deferred tax liability 11 29,548 8,260 116,707 16,711 Current liabilities Loans 21 1,441 797 Trade and other payables 22 68,961 55,897 Contingent consideration 32 79 45 Provisions 23 - 25 Current tax 1,341 178 71,822 56,942 Total liabilities 188,529 73,653 Total equity and liabilities 509,989 231,405 Approved by the Board on 5 June 2019 C G Clark - Director D J Wilson - Director Registered in England number 2415211 Company Balance Sheet As at 31 March 2019 Note 2019 2018 £'000 £'000 Assets Non-current assets Property, plant and equipment 14 3,803 3,714 Intangible assets 15 139,139 113,174 Investments 17 298,268 76,310 Deferred tax asset 11 3,094 3,163 444,304 196,361 Current assets Inventories 338 399 Trade and other receivables 18 35,899 31,351 Cash and short-term deposits 19 7,791 14,778 44,028 46,528 Total assets 488,332 242,889 Equity and liabilities Capital and reserves Equity share capital 20 4,821 3,817 Share premium 261,149 104,814 Merger reserve 6,575 6,575 Capital redemption reserve 3 3 Other reserves 4,543 4,543 Retained earnings 44,988 39,795 Total equity attributable to equity holders of the parent 322,079 159,547 Non-current liabilities Loans 21 85,447 7,000 Long service award 24 395 - Trade and other payables 22 863 - Deferred tax 11 5,020 6,319 91,725 13,319 Current liabilities Trade and other payables 22 73,657 69,541 Contingent consideration 32 79 45 Provisions 23 - 25 Current tax 792 412 74,528 70,023 Total liabilities 166,253 83,342 Total equity and liabilities 488,332 242,889 During the year the Company made a profit £7,275,000 (2018: £5,153,000). Approved by the Board on 5 June 2019 C G Clark - Director D J Wilson - Director Registered in England number 2415211 Consolidated Cash Flow Statement Year ended 31 March 2019 Note 2019 2018 £'000 £'000 Group profit before tax 14,736 13,400 Adjustments to reconcile Group profit before tax to net cash flows Finance revenue 9 (31) (37) Finance costs 10 720 545 Depreciation of plant and equipment 14 1,544 1,430 Amortisation of intangible assets 15 10,821 8,832 Loss on disposal of plant and equipment 46 38 Fair value adjustment on contingent consideration 32 - 383 Share-based payments 27 2,287 2,375 (Decrease)/increase in provisions 23 (25) (10) Increase in inventories 58 (166) Increase in trade and other receivables (9,904) (5,390) Increase in trade and other payables 7,527 10,220 Cash generated from operations 27,779 31,620 Income tax paid (2,930) (3,247) Net cash generated from operating activities 24,849 28,373 Cash flows from/(used in) investing activities Acquisition of subsidiaries, net of cash acquired 31 (255,107) (70,363) Purchase of plant and equipment 14 (1,453) (1,902) Purchase of software 15 (172) (212) Proceeds from disposal of plant and equipment 6 96 Interest received 9 31 37 Net cash flows used in investing activities (256,695) (72,344) Cash flows from/(used in) financing activities Finance costs paid 10 (720) (545) Proceeds from issue of shares 20 160,613 58,408 Share issue costs 20 (3,274) (1,740) Proceeds from new borrowings 21 110,447 10,000 Repayment of borrowings 21 (32,807) (12,839) Dividends paid to equity shareholders 12 (4,049) (3,582) Net cash flows from financing activities 230,210 49,702 Net increase in cash and cash equivalents (1,636) 5,731 Effect of exchange rates on cash and cash equivalents 72 (596) Cash and cash equivalents at the beginning of the period 22,753 17,618 Cash and cash equivalents at the end of the period 19 21,189 22,753 Company Cash Flow Statement Year ended 31 March 2019 Note 2019 2018 £'000 £'000 Company profit before tax 9,078 6,303 Adjustments to reconcile Company profit before tax to net cash flows Finance revenue - (16) Finance costs 642 439 Depreciation of plant and equipment 14 1,125 856 Amortisation of intangible assets 15 6,116 1,851 Loss on disposal of plant and equipment 47 - Fair value adjustment on contingent consideration 32 - 383 Share-based payments 27 2,287 2,375 Increase in inventories 61 (399) (Decrease)/increase in provisions 23 (25) (10) Increase in trade and other receivables (4,548) (9,505) Increase/(decrease) in trade and other payables 4,074 33,268 Cash generated from operations 18,857 35,545 Income tax paid (1,674) (399) Net cash generated from operating activities 17,183 35,146 Cash flows from/(used in) investing activities Acquisition of subsidiary undertakings 31 (256,348) (81,312) Dividends received 2,464 - Purchase of plant and equipment 14 (1,214) (585) Purchase of software 15 (167) (145) Interest received - 16 Net cash flows used in investing activities (255,265) (82,026) Cash flows from/(used in) financing activities Finance costs paid (642) (439) Proceeds from issue of shares 20 160,613 58,408 Share issue costs 20 (3,274) (1,740) Proceeds from new borrowings 21 110,447 10,000 Repayment of borrowings 21 (32,000) (12,000) Dividends paid to equity shareholders 12 (4,049) (3,582) Net cash flows from financing activities 231,095 50,647 Net increase in cash and cash equivalents (6,987) 3,767 Cash and cash equivalents at the beginning of the period 14,778 11,011 Cash and cash equivalents at the end of the period 19 7,791 14,778 Notes to the Accounts 1. Corporate Information GB Group plc ('the Company'), its subsidiaries and associates (together 'the Group') provide identity data intelligence products and services helping organisations recognise and verify all elements of an individual's identity at key interactions in their business processes. The nature of the Group's operations and its principal activities are set out in the Finance Review. The Company is a public company limited by shares incorporated in the United Kingdom and is listed on the London Stock Exchange with its ordinary shares traded on the Alternative Investment Market. The company registration number is 2415211. The address of its registered office is The Foundation, Herons Way, Chester Business Park, Chester, CH4 9GB. A list of the investments in subsidiaries, including the name, country of incorporation, registered office address and proportion of ownership interest is given in note 17. These consolidated financial statements have been approved for issue by the Board of Directors on 5 June 2019. The Company's financial statements are included in the consolidated financial statements of GB Group plc. As permitted by section 408 of the Companies Act 2006, the profit and loss account of the Company is not presented. 2. Accounting Policies Basis of Preparation These financial statements have been prepared in accordance with International Financial Reporting Standards ('IFRS's) as adopted by the European Union and IFRIC interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The financial statements have been prepared under the historical cost convention, modified in respect of the revaluation of financial assets and liabilities at fair value. A summary of the significant accounting policies is set out below. The accounting policies that follow set out those policies that apply in preparing the financial statements for the year ended 31 March 2019 and the Group and Company have applied the same policies throughout the year. Changes to accounting policies The following new IFRS standards relevant to the Company have been adopting in these financial statements: (i) IFRS 15 Revenue from Contracts with Customers: Replaces IAS 18 Revenue and IAS 11 Construction Contracts. The core principle of IFRS 15 is that revenue reflects the transfer of goods or services to customers in an amount that reflect the consideration to which an entity expects to be entitled. The recognition of such revenue is in accordance with five steps to: identify the contract; identify the performance obligations; determine the transaction price; allocate the transaction price to the performance obligations; and recognised revenue when the performance obligations are satisfied. The impact of adopting IFRS 15 is detailed below. (ii) IFRS 9 Financial Instruments: The Group has adopted IFRS 9 'Financial Instruments' with a date of initial application of 1 April 2018. IFRS 9 'Financial Instruments' replaces IAS 39 and impacts upon the classification and measurement of financial instruments and will require certain additional disclosures. Management have confirmed that there are no changes as a result of adopting IFRS 9. The following areas were identified as the main items of interest to the Group: Credit losses IFRS 9 replaced the existing incurred loss model with a forward looking expected credit loss model. The expected credit losses on these trade receivable and contract assets are estimated using a provision matrix based on the Group's historical credit loss experience, adjusted for management judgement concerning factors that are specific to the receivables, general economic conditions and assessment of the current as well as the forecast direction of conditions at the reporting date based on reasonable and supportable information that is available, without undue cost or effort to obtain. Due to the exemption in IFRS 9, there is no requirement to restate comparative periods in the year of initial application and as a consequence, any adjustments to the carrying amounts of financial assets or liabilities are to be recognised at 1 April 2018. The change from an incurred loss model under IAS 39 to an expected loss model has not had a material impact and no adjustment is required at 1 April 2018. Modifications to financial liabilities Under both IAS 39 and IFRS 9, when the terms of a financial liability are modified, for example, where the maturity date is extended, an entity must consider whether that modification is substantial or non-substantial. Under IAS 39, the Group did not recognise any gain or loss at the time of a non-substantial modification. However, under IFRS 9 it is a requirement to recognise a gain or loss at the time of the non-substantial modification. On transition to IFRS 9, this change in policy was applied retrospectively to all financial liabilities that were still recognised at the date of the initial application. There was no material impact and therefore no adjustment is required at 1 April 2018. (iii) Amendment to IFRS 2 'Classification and Measurement of Share-based Payment Transactions': the amendments are intended to clarify the standard in relation to the accounting for cash-settled share-based payment transaction that include a performance obligation, the classification of share-based payment transactions with net settlement features, and the accounting for modifications of share-based payment transactions from cash-settled to equity-settled. 2. Accounting Policies (iv) IFRIC 22 'Foreign Currency Transactions and Advance Consideration': The interpretation addresses foreign currency transactions or parts of transactions where (i) there is consideration that is denominated or priced in a foreign currency; (ii) the entity recognises a prepayment asset or a deferred income liability in respect of that consideration, in advance of the recognition of the related asset, expense or income; and (iii) the prepayment asset or deferred income liability is non-monetary. The Interpretations Committee came to the following conclusions: The date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. (v) Amendment to IAS 40 'Transfers of Investment Property': the amendments are intended to clarify when an entity should transfer property, including property under construction or development into, or out of investment property. The amendments state that a chance in use occurs when the property meets, or ceases to meet, the definition of investment property and there is evidence of the change in use. Apart from IFRS 15, none of these pronouncements has had any impact for amounts recognised in these financial statements. The Group has adopted IFRS 15 from 1 April 2018 using the modified retrospective method of adoption, details of the impact are set out below. In accordance with the new five step model, revenue is recognised to the extent that it is probable that economic benefits will flow to the Group and the revenue can be measured reliably. The following table provides information about areas of revenue recognition where there has been a change under IFRS 15 compared to the treatment that would have been applied under IAS 18. Type of product / service Description of the product or service Treatment under IAS 18 Revised treatment under IFRS 15 Software licences - data disk sales within Fraud, Risk & Compliance segment Customers are provided with a physical disk of data that they can use over an agreed licence period. During the licence period they are provided with new data disks containing updates to that data on a regular basis. The frequency of changes in the data provided in these disks and the uses of this data by the customer makes it important that they are using up-to-date data. The revenue is apportioned between the data disk and the post-contract support, which incorporates providing the data updates. The revenue for the data disk is recognised upon delivery to the customer as that was considered to be when the risks and rewards of ownership have passed which was the criteria under IAS 18. The revenue for the post-contract support was recognised evenly over the licence period. Under IFRS 15 revenue recognition is now based on the transfer of control of goods or services to a customer, rather than just the transfer of risks and rewards which was the case under IAS 18. Control is defined as "the ability to direct the use of and obtain substantially all of the remaining benefits from the asset". Due to the relative importance of the data updates to the customer's use of the data disk, it is considered that control over the full licence period does not pass on delivery of the initial data disk. This is because they require the future updates to that data to be able to obtain the benefits of it. We consider that the delivery of each data disk containing the updates meet the criteria under IFRS 15 paragraph 22: "a promise to transfer to the customer a series of distinct goods or services that are substantially the same and that have the same pattern of transfer". Consequently, the revenue for the full licence period is recognised over time as each data disk is delivered, rather than all upfront on delivery of the original data disk. Software licences - data disk sales within Customer Location & Intelligence segment - multi year deals Customers are provided with a physical disk of data that they can use over an agreed licence period of more than one year. During the licence period they are provided with new data disks containing data updates on a regular basis. In contrast to Fraud, Risk & Compliance data disks, the data within the customer location and intelligence data disks changes less frequently and so the updates are not considered as critical to the customer. The revenue is apportioned between the data disk and the post-contract support, which incorporates providing the data updates. In the majority of cases GBG multi-year contracts were not paid upfront and were invoiced and paid annually. The timeframe between each invoice meant that the criteria in IAS 18 that it is 'probable that any future economic benefit associated with the item of revenue will flow to the entity' was assessed not to be met and so the revenue was recognised in line with the invoicing - i.e. one year at a time. The revenue for the post-contract support was recognised evenly over the licence period. As the data updates are less critical to the customer, it is considered that the delivery of the original disk and the data updates are separate performance obligations. Under IFRS 15 the credit risk is not considered in the revenue recognition and so whilst there is a requirement to account for a financing component in the recognition profile, this is not a significant element of the overall revenue. Therefore, the full amount of revenue allocated to the data disk should be recognised upfront as the control criteria has been met. The revenue for the post-contract support continues to be recognised evenly over the licence period. Transactional services - forfeitures Customers make a prepayment, which entitles them to perform a specific number of transactions over an agreed contract period. Once this period has expired, any unused transactions are forfeited. Revenue was recognised based on the number of transactions used by the customer at each measurement date. Any remaining deferred revenue balance at the end of the contract period was recognised as revenue at that point. Based on a review of forfeitures in previous years an estimate has been made of the expected percentage of transactions that will remain unused over their contracted life. This percentage is applied such that revenue for expected forfeitures is recognised at in proportion to the pattern of transactions performed by the customer. Revenue from contracts with customers Due to the transition method chosen by the Group in applying IFRS 15, comparative information throughout these financial statements has not been restated to reflect the requirements of the new standard. The follow table summarise the impact, net of tax, of the transition to IFRS 15 on retained earnings at 1 April 2018. Impact of adopting IFRS 15 at 1 April 2018 £000 Retained earnings - as reported 41,652 Software licences - data disk sales within Fraud, Risk & Compliance segment (1,929) Software licences - data disk sales within Customer Location & Intelligence segment - multi-year deals 454 Transactional services - forfeitures 176 (1,299) Related tax 241 Impact at 1 April 2018 (1,058) Retained earnings - restated 40,594 If reporting under IAS 18 for the period, revenue would have been £0.2 million lower, and operating profit £0.2 million lower. There was no material impact on the Group's statement of cash flows for the year ended 31 March 2019. Significant accounting policies The Group and Company financial statements are presented in pounds Sterling and all values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated. Basis of Consolidation The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 March each year. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if, and only if, the Group has: · power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee); · exposure, or rights, to variable returns from its involvement with the investee; and · the ability to use its power over the investee to affect its returns. Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including: · the contractual arrangement with the other vote holders of the investee; · rights arising from other contractual arrangements; and · the Group's voting rights and potential voting rights. The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. 2. Accounting Policies continued Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary. Profit or loss and each component of Other Comprehensive Income ('OCI') are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value. Business Combinations The Group uses the acquisition method of accounting to account for business combinations of entities not under common control. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 'Financial Instruments: Recognition and Measurement' (31 March 2019) and IAS 39 'Financial Instruments: Recognition and Measurement' (31 March 2018), are measured at fair value with the changes in fair value recognised in the statement of profit or loss. If the contingent consideration is classified as equity, it is not remeasured until it is finally settled within equity. The Group applies IFRS 3 'Business Combinations' and as a consequence of the acquisition of the remaining 73.3% in 2015 of shares in Loqate, Inc., the area of the standard applicable to business combinations achieved in stages became relevant to the Group. If the business combination is achieved in stages, the acquisition date fair value of the Group's previously held investment in the acquiree is remeasured to fair value at the acquisition date with any resultant gain or loss recognised through profit or loss. Foreign Currencies The Group's consolidated financial statements are presented in pounds Sterling, which is also the parent company's functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method. Transactions and Balances Transactions in foreign currencies are initially recorded by the Group's entities at their respective functional currency spot rates at the date the transaction first qualifies for recognition. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date. Differences arising on settlement or translation of monetary items are recognised in profit or loss with the exception of monetary items that are designated as part of the hedge of the Group's net investment of a foreign operation. These are recognised in OCI until the net investment is disposed of, at which time, the cumulative amount is reclassified to profit or loss. Tax charges and credits attributable to exchange differences on those monetary items are also recorded in OCI. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively). Group Companies On consolidation, the assets and liabilities of foreign operations are translated into pounds Sterling at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average exchange rates for the period. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign operation, the component of OCI relating to that particular foreign operation is recognised in profit or loss. Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated at the spot rate of exchange at the reporting date. Property, Plant and Equipment Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated to write off cost less estimated residual value based on prices prevailing at the balance sheet date on a straight-line basis over the estimated useful life of each asset as follows: Plant and equipment - over 3 to 10 years Freehold buildings - over 50 years 2. Accounting Policies continued Freehold land is not depreciated. The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets are written down to their recoverable amount. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the item) is included in the Statement of Comprehensive Income in the year the item is derecognised. Residual values and estimated remaining lives are reviewed annually. Impairment of Assets The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required, the Group makes an estimate of the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash generating unit's ('CGU's) fair value less costs of disposal and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses of continuing operations are recognised in the Statement of Comprehensive Income in those expense categories consistent with the function of the impaired asset. An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is reversed only on assets other than goodwill if there has been a change in the estimates used to determine the asset's recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in profit or loss. After such a reversal the depreciation charge is adjusted in future periods to allocate the asset's revised carrying amount, less any residual value, on a systematic basis over its remaining useful life. Intangible Assets Goodwill Goodwill on acquisition is initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill already carried in the balance sheet at 1 April 2004 or relating to acquisitions after that date is not amortised. Goodwill is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. For the purpose of impairment testing, goodwill is allocated to the CGU expected to benefit from the synergies. Impairment is determined by assessing the recoverable amount of the CGU, including the related goodwill. Where the recoverable amount of the CGU is less than the carrying amount, including goodwill, an impairment loss is recognised in the Statement of Comprehensive Income. The carrying amount of goodwill allocated to a CGU is taken into account when determining the gain or loss on disposal of the unit, or an operation within it. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained. Research and Development Costs Research costs are expensed as incurred. An intangible asset arising from development expenditure on an individual project is recognised only when the Group can demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the availability of resources to complete and the availability to measure reliably the expenditure during the development. Following the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated amortisation and accumulated impairment losses. Any expenditure capitalised is amortised on a straight-line basis over 2 to 4 years. Acquired Intangibles Separately identifiable intangible assets such as patent fees, licence fees, trademarks and customer lists and relationships are capitalised on the balance sheet only when the value can be measured reliably, or the intangible asset is purchased as part of the acquisition of a business. Such intangible assets are amortised over their useful economic lives on a straight-line basis. Separately identified intangible assets acquired in a business combination are initially recognised at their fair value. Intangible assets are subsequently stated at fair value or cost less accumulated amortisation and any accumulated impairment losses. Amortisation is recognised in the Consolidated Statement of Comprehensive Income on a straight-line basis over the estimated useful life of the asset. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Estimated useful lives typically applied are as follows: Technology based assets - over 2 to 5 years Brands and trademarks - over 2 to 3 years Customer relationships - over 10 years 2. Accounting Policies continued Acquired Computer Software Licences Acquired computer software licences comprise computer software licences purchased from third parties, and also the cost of internally developed software. Acquired computer software licences are initially capitalised at cost, which includes the purchase price (net of any discounts and rebates) and other directly attributable costs of preparing the asset for its intended use. Direct expenditure including employee costs, which enhances or extends the performance of computer software beyond its specifications and which can be reliably measured, is added to the original cost of the software. Costs associated with maintaining the computer software are recognised as an expense when incurred. Computer software licences are subsequently carried at cost less accumulated amortisation and accumulated impairment losses. These costs are amortised to profit or loss using the straight-line method over their estimated useful lives of 3 to 5 years. The amortisation period and amortisation method of intangible assets other than goodwill are reviewed at least at each balance sheet date. The effects of any revision are recognised in profit or loss when the changes arise. Inventories Inventories are valued at the lower of cost or net realisable value (net selling price less further costs to completion), after making due allowance for obsolete and slow moving items. Cost is determined by the first in first out ('FIFO') cost method. Financial Assets Initial recognition and measurement Financial assets are classified at initial recognition and subsequently as measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss. The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15. In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. The Group's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: · Financial assets at amortised cost (debt instruments) · Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments) · Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments) · Financial assets at fair value through profit or loss The Group only has financial assets falling into the first two categories above and as such has only included the policy for these two below. Financial assets at amortised cost (debt instruments) This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met: • The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows And • The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired. The Group's financial assets at amortised cost includes trade receivables. 2. Accounting Policies continued Financial assets designated at fair value through OCI (equity instruments) Upon initial recognition, the Group can elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when they meet the definition of equity under IAS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an instrument-by-instrument basis. Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the statement of profit or loss when the right of payment has been established, except when the Group benefits from such proceeds as a recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment. The Group elected to classify irrevocably its non-listed equity investments under this category. Derecognition A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from the Group's consolidated statement of financial position) when: • The rights to receive cash flows from the asset have expired Or • The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay. Impairment of financial assets The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms. ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL). For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. The Group recognises loss allowances for expected credit losses (ECL) on financial assets measured at amortised cost. Loss allowances for trade receivables are always measured at an amount equal to lifetime ECL. ECL are a probability-weighted estimate of credit losses. An assessment of ECL is calculated using a provision matrix model to estimate the loss rates to be applied to each trade receivable category. ECL are discounted at the effective interest rate of the financial asset. Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows. Trade and Other Receivables Trade receivables, which generally have 14 to 60 day terms, are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. A provision is made against a trade receivable only when there is objective evidence that the Group may not be able to recover the entire amount due under the original terms of the invoice. The carrying amount of the receivable is reduced through the use of a provision for doubtful debts account. Impaired debts are derecognised when they are assessed as uncollectable. 2. Accounting Policies continued Cash and Short-Term Deposits Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with an original maturity date of three months or less. For the purpose of the cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of any outstanding bank overdrafts. Borrowings After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the effective interest rate ('EIR') method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Trade and Other Payables Trade and other payables are initially recognised at fair value and subsequently recorded at amortised cost using the EIR method. Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the Statement of Comprehensive Income net of any reimbursement. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost. Pensions The Group does not have a contributory pension scheme. Payments are made to individual private defined contribution pension arrangements. Contributions are charged in the Statement of Comprehensive Income as they become payable. Revenue Recognition Revenue is stated net of value-added tax, rebates and discounts and after the elimination of intercompany transactions within the Group. The Group operates a number of different businesses offering a range of products and services and accordingly applies a variety of methods for revenue recognition, based on the principles set out in IFRS 15. Revenue is recognised to represent the transfer of promised services to customers in a way that reflects the consideration expected to be received in return. Consideration from contracts with customers is allocated to the performance obligations identified based on their standalone selling price and is recognised when those performance obligations are satisfied and the control of goods or services is transferred to the customer, either over time or at a point in time. In determining the amount of revenue and profits to record, and related balance sheet items (such as contract assets, contract liabilities, accrued income and deferred income) to recognise in the period, management is required to form a number of judgements and assumptions. These may include an assessment of the costs the Group incurs to deliver the contractual commitments and whether such costs should be expensed as incurred or capitalised. These judgements are inherently subjective and may cover future events such as the achievement of contractual milestones. For contracts with multiple components to be delivered, management may have to apply judgement to consider whether those promised goods and services are (i) distinct - to be accounted for as separate performance obligations; (ii) not distinct - to be combined with other promised goods or services until a bundle is identified that is distinct or (iii) part of a series of distinct goods and services that are substantially the same and have the same pattern of transfer to the customer. At contract inception the total transaction price is determined, and the Group allocates this to the identified performance obligations in proportion to their relative stand-alone selling prices and recognises revenue when (or as) those performance obligations are satisfied. Because of the bespoke nature of some solutions, judgement is sometimes required to determine and estimate an appropriate standalone selling price. a) Software Licences Revenue from software licences is recognised when control is considered to have passed to the customer. Control can pass either at a point in time or over time depending on the performance obligations under the contract. Web-service hosted software solutions The performance obligation is to provide the customer a right to access the software throughout the licence period for which revenue is recognised over the licence period. On-premise installation or data disk - Customer Location & Intelligence segment The performance obligations can include the provision of a software licence, data sets, updates to those data sets during the licence period and support and maintenance. There are instances where customers are provided a data set to use with their own software rather than the Group's. The Group's software has no standalone value to the customer without the data as there is nothing to apply the algorithms to. The data file cannot be accessed outside of the software so has no standalone value (unless under the circumstance where it has been licenced for use on the 2. Accounting Policies continued customer's system). As a result, the software and the data are considered one performance obligation as the customer cannot benefit from one without the other. Customers are given a right to use the software and data as it exists at the point in time the licence is granted, for which revenue is recognised at the point in time the customer can first use and benefit from it. A proportion of the transaction price is allocated to the provision of data updates and support and maintenance, which are considered separate performance obligations. This is either based on the stand-alone selling price for those services or, where the Group does not have a history of stand-alone selling prices for a particular software licence, a cost plus mark-up approach is applied. Data disk - Fraud, Risk & Compliance segment The performance obligations can include the licence to use specific data sets, updates to those data sets during the licence period and support and maintenance. The delivery of the initial data disk and then subsequent disks containing the updates meet the criteria under IFRS 15 paragraph 22: "a promise to transfer to the customer a series of distinct goods or services that are substantially the same and that have the same pattern of transfer". Accordingly, the revenue for the full licence period is recognised over time as each software update is delivered. b) Transactional A number of GBG SaaS solutions provide for the provision of transactional identity data intelligence services with customer paying only for the number of searches they perform. The performance obligation is to provide this identity check and revenue in respect of those solutions is recognised based on usage. Customers are either invoiced in arrears for searches performed or make a prepayment giving them the right to a specific number of searches. Where customers make a prepayment, which entitles them to perform a specific number of transactions over an agreed contract period, once this period has expired any unused transactions are forfeited. Based on a review of historic forfeitures an estimate is made of the expected percentage of transactions that will remain unused over their contracted life. This percentage is applied such that revenue for expected forfeitures is recognised at in proportion to the pattern of transactions performed by the customer. c) Rendering of Services Revenue from the rendering of services is recognised over time by reference to the stage of completion. Stage of completion of the specific transaction is assessed on the basis of the actual services provided as a proportion of the total services to be provided. Where the services consist of the delivery of support and maintenance on software licence agreements, it is generally considered to be a separate performance obligation and revenue is recognised on a straight-line basis over the term of the support period. d) Contract assets and contract liabilities Costs to obtain a contract in the Group typically include sales commissions and under IFRS 15 certain costs such as these are deferred as Contract Assets and are amortised on a systematic basis consistent with the pattern of transfer of the goods or services to which the asset relates. As a practical expedient, these costs are expensed if the amortisation period to which they relate is one year or less. Where the Group completes performance obligations under a contract with a customer in advance of invoicing the customer, the value of the accrued revenue is initially recognised as a contract asset. Any contract assets are disclosed within the trade and other receivables in the Consolidated Balance Sheet. Where the Group receives a short-term prepayment or advance of consideration prior to completion of performance obligations under a contract with a customer, the value of the advance consideration received is initially recognised as a contract liability in liabilities. Revenue is subsequently recognised as the performance obligations are completed over the period of the contract (i.e. as control is passed to the customer). Contract liabilities are presented in deferred income within trade and other payables in the Consolidated Balance Sheet. e) Principal versus agent The Group has arrangements with some of its customers whereby it needs to determine if it acts as a principal or an agent as more than one party is involved in providing the goods and services to the customer. The Group is an agent if its role is to arrange for another entity to provide the goods or services. Factors considered in making this assessment are most notably the discretion the Group has in establishing the price for the specified good or service, whether the Group has inventory risk and whether the Group is bears the responsibility for fulfilling the promise to deliver the service or good. Where the Group is acting as an agent revenue is recorded at a net amount reflecting the margin earned. The Group acts as a principal if it controls a promised good or service before transferring that good or service to the customer. Where the Group is acting as a principal, revenue is recorded on a gross basis. 2. Accounting Policies continued This assessment of control requires some judgement in particular in relation to certain service contracts. An example is the provision of certain employment screening services where the Group may be assessed to be agent or principal dependent upon the facts and circumstances of the arrangement and the nature of the services being delivered. f) Contract Modifications Although infrequent, contracts may be modified for changes in contract terms or requirements. These modifications and amendments to contracts are always undertaken via an agreed formal process. Contract modifications exist when the amendment either creates new or changes the existing enforceable rights and obligations. The effect of a contract modification on the transaction price and the Group's measure of progress for the performance obligation to which it relates, is recognised as an adjustment to revenue in one of the following ways: a. Prospectively as an additional separate contract; b. Prospectively as a termination of the existing contract and creation of a new contract; c. As part of the original contract using a cumulative catch up; or d. As a combination of b) and c). For contracts for which the Group has decided there is a series of distinct goods and services that are substantially the same and have the same pattern of transfer where revenue is recognised over time, the modification will always be treated under either a) or b). d) may arise when a contract has a part termination and a modification of the remaining performance obligations. The facts and circumstances of any contract modification are considered individually as the types of modifications will vary contract by contract and may result in different accounting outcomes. g) Interest Income Revenue is recognised as interest accrues using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to its net carrying amount. h) Presentation and disclosure requirements The Group has disaggregated revenue recognised from contracts into contract type (Licences, Transaction and Services) as management believe this best depicts how the nature, amount, timing and uncertainty of the Group's revenue and cash flows are affected by economic factors. The Group has also disclosed information about the relationship between the disclosure of disaggregated revenue and revenue information disclosed for each reportable segment. Refer to note 4 for the disclosure on disaggregated revenue. Exceptional Items The Group presents as exceptional items on the face of the Statement of Comprehensive Income those material items of income and expense which, because of the nature and expected infrequency of the events giving rise to them, merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance. Dividends Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved by the Company's shareholders. Share-based Payment Transactions Employees (including Directors) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions'). Equity-settled Transactions The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on which they are granted. The fair value is determined by an external valuation specialist using a binomial model. In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of GB Group plc ('market conditions') and non-vesting conditions, if applicable. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award ('the vesting date'). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The Statement of Comprehensive Income charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting conditions were satisfied, provided that all other vesting conditions are satisfied. Where the terms of an equity-settled award are modified, as a minimum, an expense is recognised as if the terms had not been modified. In addition, an expense is recognised over the remainder of the new vesting period for any modification which increases the total fair value of the share-based payment arrangement, or is otherwise beneficial to the employee as measured at the date of modification. Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it was granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. The dilutive effect of outstanding options is reflected in the computation of earnings per share (note 13). 2. Accounting Policies continued Leases Assets funded through finance leases and similar hire purchase contracts are capitalised as property, plant and equipment, where the Group assumes substantially all of the risks and rewards of ownership. Upon initial recognition, the leased asset is measured at the lower of its fair value and the present value of the minimum lease payments. Future instalments under such leases, net of financing costs, are included within interest-bearing loans and borrowings. Rental payments are apportioned between the finance element, which is included in finance costs, and the capital element which reduces the outstanding obligation for future instalments so as to give a constant charge on the outstanding obligation. All other leases are accounted for as operating leases and the rental charges are charged to the Consolidated Statement of Comprehensive Income on a straight-line basis over the life of the lease. Lease incentives are primarily rent-free periods. Lease incentives are amortised over the lease term against the relevant rental expense. Finance Costs Finance costs consist of interest and other costs that are incurred in connection with the borrowing of funds. Finance costs are expensed in the period in which they are incurred. Taxes Current Tax Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date, in the countries where the Group operates and generates taxable income. Deferred Income Tax Deferred tax is recognised in respect of all temporary differences between the carrying amounts of assets and liabilities included in the financial statements and the amounts used for tax purposes that will result in an obligation to pay more, or a right to pay less or to receive more tax, with the following exceptions: · No provision is made where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction which is not a business combination that at the time of the transaction affect neither accounting nor taxable profit. · No provision is made for deferred tax that would arise on all taxable temporary differences associated with investments in subsidiaries and interests in joint ventures, where the timing of the reversal of temporary differences can be controlled and it is probable that the temporary difference will not reverse in the foreseeable future. · Deferred tax assets are recognised only to the extent that the Directors consider that it is probable that there will be suitable taxable profits from which the future reversal of the underlying temporary differences and unused tax losses and credits can be deducted. · Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which the asset is realised or liability settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. New Accounting Standards and Interpretations not Applied The IASB and IFRIC have issued the following Standards and Interpretations with an effective and adoption date after the date of these financial statements: International Accounting Standards (IAS/IFRS) Effective date IFRS 16 Leases 1 January 2019 IFRIC 23 Uncertainty over Income Tax Treatments 1 January 2019 IFRS 9 Prepayment Features with Negative Compensation - Amendments to IFRS 9 1 January 2019 IAS 28 Long-term Interests in Associates and Joint Ventures - Amendments to IAS 28 1 January 2019 IFRS 16 'Leases' replaces IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a lease, SIC-15 Operating Lease Incentives and SIC-27 Evaluating the Substance of Transactions involving the Legal Form of a Lease. IFRS 16 sets out principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model similar to the accounting for finance leases under IAS 17. The standard included two recognition exemptions for lessess - leases of low-value assets and short-term leases. At the commencement date of a lease, a lessee will recognised a liability to make lease payments and an asset representing the right to use the underlying asset during the lease term (i.e. the right of use asset). Lessees will be required to separately recognise the interest expense on the lease liability and depreciation expense on the right of use asset. Lessees will be also required to remeasure the lease liability upon the occurrence of certain events. The lessee will generally recognise the amount of the remeasurement of the lease liability as an adjustment to the right of use asset. IFRS 16 is effective for annual periods beginning on or after 1 January 2019 and will be adopted by the Group on 1 April 2019. The Group has entered into a number of long-term leases in respect of land and buildings. The Group is continuing to evaluate the full impact of the accounting changes that will arise under IFRS 16. To see the volume of operating leases, see note 26 for more information. The following changes to lessee accounting will have an impact as follows: · There is expected to be an increase in assets, specifically right-of-use assets will be recorded for assets that are leased by the Group; currently no lease assets are included on the Group's consolidated statement of financial position for operating leases. · There is expected to be an increase in debt as liabilities will be recorded for future lease payments in the Group's consolidated statement of financial position for the 'reasonably certain' period of the lease, which may include future lease periods for which the Group has extension options. Currently liabilities are generally not recorded for future operating lease payments, which are disclosed as commitments. The amount 2. Accounting Policies continued of lease liabilities will not equal the lease commitments that will be reported in the operating lease commitments note in the 2019 Annual Report, but may not be dissimilar. · Operating lease expenditure will be reclassified and split between depreciation and finance costs, resulting in an increase in EBITDA. Lease expenses will be for depreciation of right-of-use assets and interest on lease liabilities; interest will typically be higher in the early stages of a lease and reduce over the term. Currently operating lease rentals are expensed on a straight-line basis over the lease term within operating expenses. · Operating lease cash flows are currently included within operating cash flows in the consolidated statement of cash flows; under IFRS 16 these will be recorded as cash flows from financing activities reflecting the repayment of lease liabilities (borrowings) and related interest. When IFRS 16 is adopted, it can be applied either on a fully retrospective basis, requiring the restatement of the comparative periods presented in the financial statements, or with the cumulative retrospective impact of IFRS 16 applied as an adjustment to equity on the date of adoption; when the latter approach is applied it is necessary to disclose the impact of IFRS 16 on each line item in the financial statements in the reporting period. Depending on the adoption method that is utilised, certain practical expedients may be applied on adoption. The Group currently expect to adopt the full retrospective method to provide consistency when looking at comparative results. Judgements and Key Sources of Estimation Uncertainty The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. In the process of applying the Group's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements: Impairment of Goodwill The Group tests annually whether goodwill has suffered any impairment in accordance with the accounting policy stated earlier in note 2. Determining whether goodwill is impaired requires an estimation of the value in use and/or the estimated recoverable amount of the asset derived from the business, or part of the business, CGU, to which the goodwill has been allocated. The value in use calculation requires an estimate of the present value of future cash flows expected to arise from the CGU, by applying an appropriate discount rate to the timing and amount of future cash flows. Management are required to make judgements regarding the timing and amount of future cash flows applicable to the CGU, based on current budgets and forecasts, and extrapolated for an appropriate period taking into account growth rates and expected changes to sales and operating costs. Management estimate the appropriate discount rate using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the business or the individual CGU. An analysis of the Group's goodwill and the assumptions used to test for impairment are set out in note 16. Deferred Tax Assets The amount of the deferred tax asset included in the balance sheet of the Group is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. A deferred tax asset is recognised when it has become probable that future taxable profit will allow the deferred tax asset to be recovered. Recognition, therefore, involves management judgement regarding the prudent forecasting of future taxable profits of the business including considering appropriate levels of risk. At the balance sheet date, management has forecast that the Group would generate future taxable profits against which certain decelerated tax losses, tax losses and other temporary differences could be relieved. Within that forecast, management considered the total amount of tax losses available across the Group and the relative restrictions in place for loss streaming and made a judgement not to recognise deferred tax assets on losses of £16,367,000 (2018: £16,367,000). The total amount of deferred tax assets that management had forecast as available at the year-end based on these forecasts and estimates was higher than the previous year and as a result the Group has increased the total value of the deferred tax asset being recognised. The carrying value of the recognised deferred tax asset at 31 March 2019 was £8,222,000 (2018: £4,212,000) and the unrecognised deferred tax asset at 31 March 2019 was £3,166,000 (2018: £3,356,000). Further details are contained in note 11. Share-based Payments The Group measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Judgement is required in determining the most appropriate valuation model for a grant of equity instruments, depending on the terms and conditions of the grant. Management are also required to use judgement in determining the most appropriate inputs to the valuation model including expected life of the option, volatility and dividend yield. The assumptions and models used are disclosed in note 27. Long Service Award An actuarial model is used to value long service awards in accordance with IAS 19. Management are required to use judgement in determining the most appropriate inputs to the valuation model. The assumptions and models used are disclosed in note 24. Revenue Recognition Under IFRS 15 revenue is recognised when control passes to the customer. Control is defined as "the ability to direct the use of and obtain substantially all of the remaining benefits from the asset". In respect of software licences delivered either through a local installation or on a data disk there is a judgement as to when the customer is in control of obtaining substantially all the remaining benefits of the asset. It was considered by management that in certain agreements the relative importance of the data updates provided during the software licence period are a key factor in assessing when control passes. In the Fraud, Risk & Compliance division, certain updates are considered a critical part of the licence and therefore revenue is recognised when each software update is delivered. In the Customer & Location Intelligence segment there are less frequent changes in the data being used and it is considered less critical to the use of the software by the customer. Therefore, the revenue for these software licences is recognised on initial installation. 2. Accounting Policies continued Valuation and Asset Lives of Separately Identifiable Intangible Assets In determining the fair value of intangible assets arising on acquisition, management are required to make judgements regarding the timing and amount of future cash flows applicable to the businesses being acquired, discounted using an appropriate discount rate. Such judgements are based on current budgets and forecasts, extrapolated for an appropriate period taking into account growth rates and expected changes to selling prices and operating costs. During the year, the Company acquired VIX Verify and IDology and in valuing the separately identifiable intangible assets made specific judgements as to the life of those assets. The most significant of those were the estimated useful lives of the customer relationship and technology IP assets of 10 and 5 years, respectively. Judgements were made on these lives with reference to both historical indicators within the acquired business such as customer or technology lifecycles along with estimates of the impact on such lives that convergence of technology and relationships would have over time. 3. Revenue Revenue disclosed in the Consolidated Statement of Comprehensive Income is analysed as follows: 2019 2018 £'000 £'000 Licence 75,322 64,143 Transactional 56,191 42,577 Services 11,991 12,982 Revenue 143,504 119,702 Finance revenue 31 37 Total revenue 143,535 119,739 4. Segmental Information The Group's operating segments are internally reported to the Group's Chief Executive Officer as two operating segments: Fraud, Risk & Compliance - which provides ID Verification, ID Compliance & Fraud Solutions, ID Trace & Investigate and ID Employ & Comply; and Customer & Location Intelligence - which provides ID Location Intelligence and ID Engage Solutions. The measure of performance of those segments that is reported to the Group's Chief Executive Officer is adjusted operating profit, being profits before amortisation of acquired intangibles, share-based payment charges, exceptional items, net finance costs and tax, as shown below. Information on segment assets and liabilities is not regularly provided to the Group's Chief Executive Officer and is therefore not disclosed below. Fraud, Risk & Compliance Customer & Location Intelligence Unallocated 2019 Year ended 31 March 2019 £'000 £'000 £'000 £'000 Licence 39,781 35,541 - 75,322 Transactional 45,459 10,732 - 56,191 Services 2,373 9,618 - 11,991 Total revenue 87,613 55,891 - 143,504 Adjusted operating profit 20,417 12,633 (1,019) 32,031 Amortisation of acquired intangibles (5,163) (5,153) - (10,316) Share-based payments charge - (2,287) (2,287) Exceptional items - (4,003) (4,003) Operating profit 15,254 7,480 (7,309) 15,425 Finance revenue 31 31 Finance costs (720) (720) Income tax charge (2,583) (2,583) Profit for the year 12,153 VIX Verify Global Pty Ltd ('VIX Verify') and IDology Inc. ('IDology'), which were acquired during the year, are reported within the Fraud, Risk & Compliance segment. Fraud, Risk & Compliance Customer & Location Intelligence Unallocated 2018 Year ended 31 March 2018 £'000 £'000 £'000 £'000 Licence 34,884 29,259 - 64,143 Transactional 32,388 10,189 - 42,577 Services 2,495 10,487 - 12,982 Total revenue 69,767 49,935 - 119,702 Adjusted operating profit 16,049 11,458 (1,196) 26,311 Amortisation of acquired intangibles (2,940) (4,945) - (7,885) Share-based payments charge - - (2,375) (2,375) Exceptional items - - (2,143) (2,143) Operating profit 13,109 6,513 (5,714) 13,908 Finance revenue 37 37 Finance costs (545) (545) Income tax charge (2,746) (2,746) Profit for the year 10,654 Postcode Anywhere (Holdings) Limited ('PCA'), which was acquired in 2017/18, is reported within the Customer & Location Intelligence segment. Geographical Information Revenues from external customers Non-current assets Underlying* 2019 2018 2018 2019 2018 £'000 £'000 £'000 £'000 £'000 United Kingdom 79,368 78,471 76,138 133,059 147,778 United States of America 20,525 11,836 11,836 254,071 163 Australia 10,241 2,559 2,559 39,789 17,797 Others 33,370 26,836 26,836 54 334 Total 143,504 119,702 117,369 426,973 166,072 * As highlighted in the October 2017 trading update, organic revenue growth in the year to 31 Match 2018 included £3.5 million from the sale of a material perpetual licence to a leading European bank in September 2017, paid upfront. Had this particular transaction been a fully delivered, three-year agreement, payable in annual instalments (as is normal), then our revenue recognition policies at the time would have only recognised one third of this value. This revenue was within the United Kingdom classification in the above table. The geographical revenue information above is based on the location of the customer. Non-current assets for this purpose consist of plant and equipment and intangible assets and excludes the deferred tax asset. 5. Operating Profit This is stated after charging/(crediting): 2019 2018 £'000 £'000 Research and development costs recognised as an expense 1 10,370 9,516 Depreciation of property, plant and equipment 1,544 1,430 Amortisation/impairment of intangible assets 10,821 8,832 Foreign exchange (gain)/loss (35) 177 Operating lease payments - land and buildings 2,235 1,596 - other 19 18 1 The prior year cost has been restated to reflect the correct retranslation of international costs. 6. Auditor's Remuneration 2019 2018 £'000 £'000 Audit of the financial statements 1 266 166 Other fees to auditor - other assurance services 25 24 - tax compliance services 2 25 - tax advisory services 21 13 314 228 1 £136,000 (2018: £133,000) of this relates to the Company. 7. Exceptional Items 2019 2018 £'000 £'000 Acquisition related costs (note 31) 3,747 750 Costs associated with staff reorganisations 256 508 Fair value adjustments to contingent consideration (note 32) - 885 4,003 2,143 Transaction costs of £3,747,000 include those related to the acquisition of VIX Verify (£449,000) and IDology (£2,391,000) (note 31). In prior periods, transaction costs primarily related to the acquisition of PCA (£735,000) (note 31). Such costs include those directly attributable to the transaction including legal and professional advisors and exclude operating or integration costs relating to an acquired business. The balance of costs relate to potential acquisitions that were either aborted or are not complete at the date of these financial statements. Due to the size and nature of these costs, management consider that they would distort the Group's underlying business performance. As part of the Group's strategy to grow through acquisition it is essential that acquired businesses are restructured to integrate them fully into the Group's operations and deliver anticipated returns. Costs associated with staff reorganisations in both years relate primarily to exit costs of personnel leaving the business on an involuntary basis during the integration and restructuring period in order to implement more suitable post completion staff structures. In order to give a suitable representation of underlying earnings it is appropriate to show these costs as exceptional along with any other items which are exceptional in nature. Fair value adjustments to contingent consideration in the year to 31 March 2018 relate to the acquisition of IDscan and include £421,000 relating to a contingent purchase price adjustment along with a £457,000 charge relating to the partial unwinding of the discounting relating to the contingent consideration (note 32). This charge arises because contingent consideration due to be paid at a future date is discounted for the time value of money at the point of initial recognition and over the passage of time, this discount unwinds within the Consolidated Statement of Comprehensive Income. These are non-cash items. The tax impact of the exceptional costs was £77,000 (2018: £116,000). 8. Staff Costs and Directors' Emoluments Group Company a) Staff Costs 2019 2018 2019 2018 £'000 £'000 £'000 £'000 Wages and salaries 41,719 41,162 31,392 27,033 Social security costs 4,858 4,904 4,352 3,504 Other pension costs 1,956 1,668 1,486 1,080 48,533 47,734 37,230 31,617 Included in wages and salaries is a total charge of share-based payments of £2,287,000 (2018: £2,375,000) which arises from transactions accounted for as equity-settled share-based payment transactions. The average monthly number of employees during the year within each category was as follows: Group Company 2019 2018 2019 2018 No. No. No. No. Research and development 367 241 227 117 Production 42 117 42 44 Selling and administration 475 416 388 311 884 774 657 472 b) Directors' Emoluments 2019 2018 £'000 £'000 Wages and salaries 1,438 1,369 Pension 72 66 Bonuses 1,131 1,231 2,641 2,666 Aggregate gains made by Directors on the exercise of options 2,467 954 The remuneration for the highest paid Director was as follows: 2019 2018 £'000 £'000 Wages and salaries 589 492 Bonus 527 527 1,116 1,019 The highest paid Director has reached the maximum level permitted for a personal pension plan and receives a direct payment in lieu of his pension entitlement, which was £84,000 (2018: £84,000). The number of share options granted during the year for the highest paid Director was 128,853 (2018: 1,400,000) and the number of share options exercised during the year was 200,000 (2018: nil). 9. Finance Revenue 2019 2018 £'000 £'000 Bank interest receivable 31 37 31 37 10. Finance Costs 2019 2018 £'000 £'000 Bank loan fees and interest 720 545 720 545 11. Taxation a) Tax on Profit The tax charge in the Consolidated Statement of Comprehensive Income for the year is as follows: 2019 2018 £'000 £'000 Current income tax UK corporation tax on profit for the year 2,765 2,926 Amounts underprovided/(overprovided) in previous years (292) 67 Foreign tax 2,158 1,403 4,631 4,396 Deferred tax Origination and reversal of temporary differences (1,868) (1,540) Amounts underprovided/(overprovided) in previous years 26 - Impact of change in tax rates (206) (110) (2,048) (1,650) Tax charge in the Statement of Comprehensive Income 2,583 2,746 b) Reconciliation of the Total Tax Charge The profit before tax multiplied by the standard rate of corporation tax in the UK would result in a tax charge as explained below: 2019 2018 £'000 £'000 Consolidated profit before tax 14,736 13,400 Consolidated profit before tax multiplied by the standard rate of corporation tax in the UK of 19% (2018: 19%) 2,800 2,546 Effect of: Permanent differences 1,094 560 Non-taxable income (11) - Rate changes (120) (179) Utilisation of losses - (59) Prior year items (266) 63 Research and development tax relief (492) (353) Patent Box relief (460) (382) Share option relief (67) - Recognition of unrecognised deferred tax assets (698) (104) Effect of higher taxes on overseas earnings 803 654 Total tax charge reported in the Statement of Comprehensive Income 2,583 2,746 The Group is entitled to current year tax relief of £1,023,000 (2018: £954,000), calculated at a tax rate of 19% (2018: 19%), in relation to the statutory deduction available on share options exercised in the year. c) Tax Losses The Group has carried forward trading losses at 31 March 2019 of £30,561,000 (2018: £17,329,000). To the extent that these losses are available for offset against future trading profits of the Group, it is expected that the future effective tax rate would be below the standard rate. There were also capital losses carried forward at 31 March 2019 of £2,257,000 (2018: £2,257,000), which should be available for offset against future capital gains of the Group to the extent that they arise. d) Deferred Tax - Group Deferred Tax Asset The recognised and unrecognised potential deferred tax asset of the Group is as follows: Recognised Unrecognised 2019 2018 2019 2018 £'000 £'000 £'000 £'000 Decelerated capital allowances 1,283 1,633 - - Share options 1,627 1,479 - - Other temporary differences 1,664 831 - - Capital losses - - 384 573 Trading losses 3,648 269 2,782 2,783 8,222 4,212 3,166 3,356 The movement on the deferred tax asset of the Group is as follows: 2019 2018 £'000 £'000 Opening balance - as reported 4,212 4,044 IFRS 15 transition adjustment 241 - Opening balance - restated 4,453 4,044 Acquired on acquisition 3,955 440 Foreign currency adjustments (73) 11 Origination and reversal of temporary differences 24 (415) Impact of change in tax rates (137) 132 8,222 4,212 The deferred tax asset has been recognised to the extent it is anticipated to be recoverable out of future taxable profits based on profit forecasts for the foreseeable future. The utilisation of the unrecognised deferred tax asset in future periods will reduce the future tax rate below the standard rate. The Group has unrecognised deductible temporary differences of £16,367,000 (2018: £16,367,000) and unrecognised capital losses of £2,257,000 (2018: £3,372,000). Deferred Tax Liability The deferred tax liability of the Group is as follows: 2019 2018 £'000 £'000 Intangible assets 29,378 8,148 Land and buildings 108 112 Accelerated capital allowances 62 - 29,548 8,260 The movement on the deferred tax liability of the Group is as follows: 2019 2018 £'000 £'000 Opening balance 8,260 4,441 Acquisition of intangibles in subsidiaries 23,913 5,676 Foreign currency adjustments (359) (67) Origination and reversal of temporary differences (1,923) (1,548) Impact of change in tax rates (343) (242) 29,548 8,260 f) Change in corporation tax rate A reduction in the UK corporation tax rate to 17% with effect from 1 April 2020 was enacted in the Finance Act 2016. The reductions in future rates to 17% have been used in the calculation of the UK's deferred tax assets and liabilities as at 31 March 2019. 12. Dividends Paid and Proposed 2019 £'000 2018 £'000 Declared and paid during the year Final dividend for 2018: 2.65p (2017: 2.35p) 4,049 3,582 Proposed for approval at AGM (not recognised as a liability at 31 March) Final dividend for 2019: 2.99p (2018: 2.65p) 5,766 4,047 13. Earnings Per Ordinary Share Basic Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the basic weighted average number of ordinary shares in issue during the year. 2019 pence per share 2019 £'000 2018 pence per share 2018 £'000 Profit attributable to equity holders of the Company 7.7 12,153 7.1 10,654 Diluted Diluted earnings per share is calculated by dividing the profit for the year attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares. 2019 2018 No. No. Basic weighted average number of shares in issue 158,051,687 150,552,605 Dilutive effect of share options 2,754,605 2,704,644 Diluted weighted average number of shares in issue 160,806,292 153,257,249 2019 pence per share 2019 £'000 2018 pence per share 2018 £'000 Profit attributable to equity holders of the Company 7.6 12,153 7.0 10,654 Adjusted Adjusted earnings per share is defined as adjusted operating profit less net finance costs and tax divided by the basic weighted average number of ordinary shares of the Company. Basic 2019 pence per share Diluted 2019 pence per share 2019 £'000 Basic 2018 pence per share Diluted 2018 pence per share 2018 £'000 Adjusted operating profit 20.3 19.9 32,031 17.5 17.2 26,311 Less net finance costs (0.4) (0.4) (689) (0.3) (0.3) (508) Less tax (1.7) (1.6) (2,583) (1.9) (1.9) (2,746) Adjusted earnings 18.2 17.9 28,759 15.3 15.0 23,057 14. Property, Plant and Equipment Group Land and buildings Plant and equipment Total £'000 £'000 £'000 Cost At 1 April 2017 - 5,041 5,041 Acquired on acquisition 1,251 341 1,592 Additions - 1,902 1,902 Disposals - (189) (189) Foreign currency adjustment - (152) (152) At 31 March 2018 1,251 6,943 8,194 Acquired on acquisition - 231 231 Additions - 1,453 1,453 Disposals - (51) (51) Foreign currency adjustment - (35) (35) At 31 March 2019 1,251 8,541 9,792 Depreciation and impairment At 1 April 2017 - 2,185 2,185 Provided during the year 20 1,410 1,430 Disposals - (55) (55) Foreign currency adjustment - (66) (66) At 31 March 2018 20 3,474 3,494 Provided during the year 22 1,522 1,544 Disposals - (46) (46) Foreign currency adjustment - (15) (15) At 31 March 2019 42 4,935 4,977 Net book value At 31 March 2019 1,209 3,606 4,815 At 31 March 2018 1,231 3,469 4,700 At 1 April 2017 - 2,856 2,856 The net book value in respect of assets held under finance leases and hire purchase agreements is £nil (2018: £nil). 14. Property, Plant and Equipment continued Company Land and buildings Plant and equipment Total £'000 £'000 £'000 Cost At 1 April 2017 - 3,565 3,565 Acquired on acquisition1, 2 1,233 777 2,010 Additions - 585 585 At 31 March 2018 1,233 4,927 6,160 Additions - 1,214 1,214 Disposals - (2) (2) At 31 March 2019 1,233 6,139 7,372 Depreciation and impairment At 1 April 2017 - 1,590 1,590 Provided during the year 2 854 856 At 31 March 2018 2 2,444 2,446 Provided during the year 22 1,103 1,125 Disposals - (2) (2) At 31 March 2019 24 3,545 3,569 Net book value At 31 March 2019 1,209 2,594 3,803 At 31 March 2018 1,231 2,483 3,714 At 1 April 2017 - 1,975 1,975 1On 28 February 2018, the trade, assets and liabilities of Postcode Anywhere (Holdings) Limited and Postcode Anywhere (Europe) Limited were transferred to the Company. 2On 31 March 2018, the trade assets and liabilities of ID Scan Biometrics Limited were transferred to the Company. The net book value in respect of assets held under finance leases and hire purchase agreements is £nil (2018: £nil). 15. Intangible Assets Group Customer relationships £'000 Other acquired intangibles £'000 Total acquired intangibles £'000 Goodwill £'000 Purchased software £'000 Internally developed software £'000 Total £'000 Cost At 1 April 2017 21,776 10,928 32,704 75,598 1,908 1,771 111,981 Foreign currency adjustment (715) (291) (1,006) (2,230) (2) - (3,238) Additions - business combinations 24,865 6,102 30,967 43,097 - - 74,064 Additions - purchased software - - - - 212 - 212 At 31 March 2018 45,926 16,739 62,665 116,465 2,118 1,771 183,019 Foreign currency adjustment (1,078) (328) (1,406) (2,625) 30 - (4,001) Additions - business combinations 73,212 21,615 94,827 178,651 - - 273,478 Additions - purchased software - - - - 172 - 172 Disposals - - - - (67) - (67) At 31 March 2019 118,060 38,026 156,086 292,523 2,253 1,771 452,633 Amortisation and impairment At 1 April 2017 6,668 4,598 11,266 - 755 1,207 13,228 Foreign currency adjustment (218) (193) (411) - (2) - (413) Amortisation during the year 4,419 3,466 7,885 - 442 505 8,832 At 31 March 2018 10,869 7,871 18,740 - 1,195 1,712 21,647 Foreign currency adjustment 22 31 53 - (5) - 48 Amortisation during the year 5,779 4,537 10,316 - 468 37 10,821 Disposals - - - - (20) - (20) Reclassification - - - - - - - At 31 March 2019 16,670 12,439 29,109 - 1,638 1,749 32,496 Net book value At 31 March 2019 101,390 25,587 126,977 292,523 615 22 420,137 At 31 March 2018 35,057 8,868 43,925 116,465 923 59 161,372 At 1 April 2017 15,108 6,330 21,438 75,598 1,153 564 98,753 · The customer relationships intangible asset acquired through the acquisition of Capscan Parent Limited has a carrying value of £1,218,000 and a remaining amortisation period of 2.6 years. · The customer relationships intangible asset acquired through the acquisition of TMG.tv Limited has a carrying value of £383,000 and a remaining amortisation period of 3.6 years. · The customer relationships intangible asset acquired through the acquisition of CRD (UK) Limited has a carrying value of £374,000 and a remaining amortisation period of 4.25 years. · The customer relationships intangible asset acquired through the acquisition of DecTech Solutions Pty Ltd has a carrying value of £2,148,000 and a remaining amortisation period of 5.1 years. · The customer relationships intangible asset acquired through the acquisition of CDMS Limited has a carrying value of £2,017,000 and a remaining amortisation period of 5.6 years. · The customer relationships intangible asset acquired through the acquisition of Loqate Inc. has a carrying value of £1,331,000 and a remaining amortisation period of 6.1 years. · The customer relationships intangible asset acquired through the acquisition of ID Scan Biometrics Limited has a carrying value of £2,839,000 and a remaining amortisation period of 7.25 years. · The customer relationships intangible asset acquired through the acquisition of Postcode Anywhere (Holdings) Limited has a carrying value of £20,099,000 and a remaining amortisation period of 8.1 years. · The customer relationships intangible asset acquired through the acquisition of VIX Verify Global Pty Limited has a carrying value of £4,013,000 and a remaining amortisation period of 9.5 years. · The customer relationships intangible asset acquired through the acquisition of IDology Inc. has a carrying value of £63,639,000 and a remaining amortisation period of 9.9 years. Intangible assets categorised as 'other acquisition intangibles' include assets such as non-compete clauses and software technology. Goodwill arose on the acquisition of GB Mailing Systems Limited, e-Ware Interactive Limited, Data Discoveries Holdings Limited, Advanced Checking Services Limited ('ACS'), Capscan Parent Limited, TMG.tv Limited, CRD (UK) Limited, DecTech Solutions Pty Ltd, CDMS Limited, Loqate Inc., ID Scan Biometrics Limited, Postcode Anywhere (Holdings) Limited, VIX Verify Global Pty Limited and IDology Inc. Under IFRS, goodwill is not amortised and is tested annually for impairment (note 16). 15. Intangible Assets continued Company Customer relationships £'000 Other acquired intangibles £'000 Total acquired intangibles £'000 Goodwill £'000 Purchased software £'000 Internally developed software £'000 Total £'000 Cost At 1 April 2017 - - - - 1,901 1,737 3,638 Acquired on acquisition1, 2 26,078 8,279 34,357 78,154 52 616 113,179 Additions - purchased software - - - - 145 - 145 At 31 March 2018 26,078 8,279 34,357 78,154 2,098 2,353 116,962 Acquired on acquisition - - - - - - - Additions - purchased software - - - - 167 - 167 Transfer from investments3 - - - 31,961 - - 31,961 Disposals - - - - (67) - (67) At 31 March 2019 26,078 8,279 34,357 110,115 2,198 2,353 149,023 Amortisation and impairment At 1 April 2017 - - - - 752 1,185 1,937 Amortisation during the year 207 106 313 - 418 1,120 1,851 At 31 March 2017 207 105 313 - 1,170 2,305 3,788 Amortisation during the year 2,776 2,878 5,654 - 425 37 6,116 Disposals - - - - (20) - (20) At 31 March 2019 2,984 2,984 5,968 - 1,575 2,342 9,884 Net book value At 31 March 2019 23,095 5,295 28,390 110,115 623 11 139,139 At 31 March 2018 25,871 8,173 34,044 78,154 928 48 113,174 At 1 April 2017 - - - - 1,149 552 1,701 1On 28 February 2018, the trade, assets and liabilities of Postcode Anywhere (Holdings) Limited and Postcode Anywhere (Europe) Limited were transferred to the Company. 2On 31 March 2018, the trade assets and liabilities of ID Scan Biometrics Limited were transferred to the Company. This included internally generated software assets, valued within IDscan's financial statements at £616,000, that were immediately written down to £nil within the Company, the assets having previously been valued at £nil within the Group accounts. 3 A transfer between investments and goodwill has been made as the directors consider that this better reflects the nature of the non-current assets following hive-ups that occurred in previous years. · The customer relationships intangible asset acquired through the acquisition of ID Scan Biometrics Limited has a carrying value of £2,839,000 and a remaining amortisation period of 7.25 years. · The customer relationships intangible asset acquired through the acquisition of Postcode Anywhere (Holdings) Limited has a carrying value of £20,099,000 and a remaining amortisation period of 8.1 years. Intangible assets categorised as 'other acquisition intangibles' include assets such as non-compete clauses and software technology. Goodwill arose on the acquisition of ID Scan Biometrics Limited and Postcode Anywhere (Holdings) Limited. Under IFRS, goodwill is not amortised and is tested annually for impairment (note 16). 16. Impairment Testing of Goodwill Goodwill acquired through business combinations has been allocated for impairment testing purposes to five CGUs as follows: § Customer & Location Intelligence Unit (represented by the Customer & Location Intelligence operating segment excluding e-Ware and Loqate) § Fraud, Risk & Compliance Unit (represented by the Fraud, Risk & Compliance operating segment excluding CAFs) § e-Ware Interactive Unit (part of the Customer & Location Intelligence operating segment) § CAFs Unit (part of the Fraud, Risk & Intelligence operating segment) § Loqate Unit (part of the Customer & Location Intelligence operating segment) This represents the lowest level within the Group at which goodwill is monitored for internal management purposes. In previous years other entities were identified as separate CGU's but following the transfer of the trade, assets and liabilities to the Company and the consequential integration of revenue streams these are now included within the appropriate group of CGU's. Where there are no indicators of impairment on the goodwill arising through business combinations made during the year they are tested for impairment no later than at the end of the year. Carrying Amount of Goodwill Allocated to CGUs 2019 2018 £'000 £'000 Customer & Location Intelligence Unit 54,494 54,494 Fraud, Risk & Compliance Unit 216,296 40,626 e-Ware Interactive Unit 79 79 CAFs Unit 14,261 14,367 Loqate Unit 7,393 6,899 292,523 116,465 Key Assumptions Used in Value in Use Calculations The Group prepares cash flow forecasts using budgets and forecasts approved by the Directors covering a three-year period and an appropriate extrapolation of cash flows beyond this using a long-term average growth rate not greater than the average long-term retail growth rate in the territory where the CGU is based. The key assumptions for value in use calculations are those regarding the forecast cash flows, discount rates and growth rates. The Directors estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the individual CGU. Growth rates reflect long-term growth rate prospects for the economy in which the CGU operates. 2019 2018 Pre-tax WACC Growth rate (in perpetuity) Pre-tax WACC Growth rate (in perpetuity) % % % % Customer & Location Intelligence Unit 10.4% 1.8% 9.0% 1.8% Fraud, Risk & Compliance Unit 10.4% 1.8% 9.0% 1.8% e-Ware Interactive Unit 10.4% - 9.0% - CAFs Unit 15.1% 2.8% 16.2% 2.8% Loqate Unit 11.3% 1.8% 12.5% 2.0% In the case of the Customer & Location Intelligence CGU, the annual impairment review as at 31 March 2019 indicated that the recoverable amount exceeded the carrying value of the CGU by £97,321,000 (2018: £71,037,000) and that any decline in estimated value in use in excess of that amount would be liable to result in an impairment. The sensitivities, which result in the recoverable amount equalling the carrying value, can be summarised as follows: · an absolute increase of 10% in the pre-tax weighted average cost of capital from 10% to 20%; or · a reduction of 50% in the forecast profit margins. In the case of the Fraud, Risk & Compliance CGU, the annual impairment review as at 31 March 2019 indicated that the recoverable amount exceeded the carrying value of the CGU by £259,452,000 (2018: £163,331,000) and that any decline in estimated value in use in excess of that amount would be liable to result in an impairment. The sensitivities, which result in the recoverable amount equalling the carrying value, can be summarised as follows: · an absolute increase of 44% in the pre-tax weighted average cost of capital from 10% to 54%; or · a reduction of 80% in the forecast profit margins. In the case of the e-Ware Interactive CGU, the annual impairment review as at 31 March 2019 indicated that the recoverable amount exceeded the carrying value by £165,000 (2018: £137,000). In assessing the future recoverable amounts, forecast cash flows are assumed for a three-year period only on the basis that the recoverable amount is associated with only single remaining customer attributable to that acquisition. Any decline in estimated value in use in excess of that amount would be liable to result in an impairment. Since the value in use of the e-Ware Interactive CGU is based on a single client, its loss or a significant reduction in its cash flow would cause the carrying value of the unit to exceed its recoverable amount. 16. Impairment Testing of Goodwill continued In the case of the CAFs CGU, the annual impairment review as at 31 March 2019 indicated that the recoverable amount exceeded the carrying value of by £15,637,000 (2018: £16,743,000) and that any decline in estimated value in use in excess of that amount would be liable to result in an impairment. The sensitivities, which result in the recoverable amount equalling the carrying value, can be summarised as follows: · an absolute increase of 15% in the pre-tax weighted average cost of capital from 15% to 30%; or · a reduction of 40% in the forecast profit margins. In the case of the Loqate CGU, the annual impairment review as at 31 March 2019 indicated that the recoverable amount exceeded the carrying value of by £26,775,000 (2018: £28,217,000) and that any decline in estimated value in use in excess of that amount would be liable to result in an impairment. The sensitivities, which result in the recoverable amount equalling the carrying value, can be summarised as follows: · an absolute increase of 25% in the pre-tax weighted average cost of capital from 13% to 38%; or · a reduction of 75% in the forecast profit margins. Based on the impairment reviews performed no impairment has been identified. 17. Investments Group 2019 £'000 2018 £'000 Cost and net book value At 1 April - - Acquired through acquisition of subsidiary undertakings 419 - Foreign currency adjustment (8) - At 31 March 411 - Company 2019 £'000 2018 £'000 Cost At 1 April 76,310 104,096 Acquisition of subsidiary undertakings 235,744 73,877 Capital investment in subsidiary undertaking 20,639 - Transfer to goodwill and intangibles1 (31,961) (101,663) At 31 March 300,732 76,310 Provision for impairment At 1 April - - Charge for the year2 2,464 - At 31 March 2,464 - Net book value At 31 March 298,268 76,310 1 A transfer between investments and goodwill has been made as the directors consider that this better reflects the nature of the non-current assets following hive-ups that occurred in previous years. 2The impairment charge for the year of £2,464,000 was following a dividend from Loqate Inc. out of its pre-acquisition reserves, which was recognised in the Company income statement. 17. Investments continued The Company accounts for its investments in subsidiaries using the cost model. The Company holds 100% of the ordinary share capital of all investments as follows: Name of company Proportion of voting rights and shares held Country of incorporation Registered office address Capscan Parent Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Capscan Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Data Discoveries Holdings Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Data Discoveries Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Managed Analytics Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Fastrac Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB e-Ware Interactive Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB GB Information Management Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB GB Datacare Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB GB Mailing Systems Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Citizensafe Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB TelMe.com Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Farebase Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB TMG.tv Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB CRD (UK) Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Postcode Anywhere (Holdings) Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Postcode Anywhere (Europe) Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Postcode Anywhere (North America) Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB PCA Predict Inc. 100% United States National Registered Agents Inc., 106 Greentree Drive, Suite 101, Dover DE 19904 GBG (Australia) Holding Pty Ltd 100% Australia Co Sec Consulting Pty Ltd, 59 Gipps Street, Collingwood, VIC 3066 GBG (Australia) Pty Ltd 1 100% Australia Co Sec Consulting Pty Ltd, 59 Gipps Street, Collingwood, VIC 3066 VIX Verify Global Pty Ltd1 100% Australia Level 3, 20 Bond Street, Sydney NSW 2000 GBG (Malaysia) Sdn Bhd1 100% Malaysia Level 7 Menara Millenium, Jalan Damanlela Pusat Bandar, Damansara Heights, 50490 Kuala Lumpur, Wilayah Persekutuan GBG DecTech Solutions S.L1 100% Spain 08002-Barcelona, Edifici The Triangle, 4th Floor, Placa de Catalunya, Barcelona, Spain 迪安科1 100% China Room 1714, Building 4, China Investment Center, No.9 Guangan Road, Fengtai District, Beijing, China Loqate Inc. 100% United States 805 Veterans Blvd Ste 305, Redwood City CA 94063 Loqate Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB IDology Inc. 100% United States 2018 Powers Ferry Rd, Atlanta, GA 30339, USA ID Scan Biometrics Limited 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB IDscan Research Bilisim Teknolojileri Sanayi Ve Ticaret Limited Sirketi 100% Turkey Mersin Universitesi Çiftlikköy Kampüsü, Teknopark İdari Bina No: 106 Yenişehir - Mersin IDScan Research (Pty) Ltd 100% South Africa 145, 5th Avenue, Franklin Roosevelt Park, Johannesburg, Gauteng, 2195 South Africa UAB IDscan Biometrics R&D 100% Lithuania Kauno m. Kauno m. I. Kanto g. 18-4B Lithuania Safer Clubbing At Night Network (Scan Net) Ltd 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Transactis Limited 1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB Inkfish Limited1 100% United Kingdom The Foundation, Herons Way, Chester Business Park, Chester CH4 9GB VIX Verify Pty Ltd1 100% Australia Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood, Victoria 3066, Australia GreenID Limited1 100% New Zealand Moore Stephens Markhams Wellington Limited, Level 11 Sovereign House, 34-42 Manners Street, Wellington 6011, New Zealand Mastersoft Group Pty Ltd1 100% Australia Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood, Victoria 3066, Australia Mastersoft (New Zealand) Ltd1 100% New Zealand Moore Stephens Markhams Wellington Limited, Level 11 Sovereign House, 34-42 Manners Street, Wellington 6011, New Zealand DataSan Pty Ltd1 100% Australia Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood, Victoria 3066, Australia VIX Verify International Pty Ltd1 100% Australia Co Sec Consulting Pty Ltd, 58 Gipps Street, Collingwood, Victoria 3066, Australia VIX Verify Singapore Pte Ltd1 100% Singapore C/O S.S. Corporate Management Pte. Ltd, 138 Cecil Street, #12-01A Cecil Court, 069538 Singapore VIX Verify SA (Pty) Ltd1 100% South Africa C/O Eversheds Sutherland, 3rd Floor, 54, Melrose Boulevard, Melrose Arch, Melrose North, 2196, Johannesburg, South Africa The Company accounts for its non-listed equity investments as financial assets designated at fair value through OCI. The Company holds the following non-listed equity investment: Name of company Proportion of voting rights and shares held Country of incorporation Registered office address Payfone Inc. 1 0.32% United States 215 Park Avenue South New York, NY 10003 United States 1 held indirectly. 18. Trade and Other Receivables Group Company 2019 £'000 2018 £'000 2019 £'000 2018 £'000 Trade receivables 45,996 33,503 31,586 27,965 Amounts owed from subsidiary undertakings - - - 7 Prepayments and accrued income 8,878 4,466 4,313 3,379 54,874 37,969 35,899 31,351 19. Cash Group Company 2018 £'000 2017 £'000 2018 £'000 2017 £'000 Cash at bank and in hand 21,189 22,753 7,791 14,778 21,189 22,753 7,791 14,778 Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. 20. Equity Share Capital 2019 2018 £'000 £'000 Authorised 192,850,117 (2018: 147,663,704) ordinary shares of 2.5p each 3,692 3,692 Issued Allotted, called up and fully paid 4,821 3,817 Share premium 261,149 104,814 265,970 108,631 2019 2018 No. No. Number of shares in issue at 1 April 152,668,698 134,702,937 Issued on placing 39,024,390 17,058,824 Issued on exercise of share options 1,157,029 906,937 Number of shares in issue at 31 March 192,850,117 152,668,698 During the year 39,024,390 (2018: 17,965,761) ordinary shares with a nominal value of 2.5p were issued for an aggregate cash consideration of £160,613,000 (2018: £58,408,000). The cost associated with the issue of shares in the year was £3,274,000 (2018: £1,740,000). 21. Loans In April 2014, the Group secured an Australian Dollar three-year term loan of AUS$10,000,000. The debt bears an interest rate of +1.90% above the Australian Dollar bank bill interest swap rate ('BBSW'). This term loan was extended during the year from its original maturity of April 2017 to November 2019. Security on the debt is provided by way of an all asset debenture. In October 2018, the Group drew down £10,000,000 from its existing revolving credit facility agreement in order to part fund the acquisition of VIX Verify. This drawdown took the borrowing on that facility to £17,000,000 at that date. In February 2019, the Group refinanced its existing revolving facility and the total facility was increased to £110,000,000, with a further £30,000,000 accordion option. The facility now expires in February 2022. The existing liability of £17,000,000 was repaid at the point of the refinancing with a simultaneous drawdown of £101,000,000 (net increase of £84,000,000), which was used to part fund the IDology acquisition. A further repayment of £15,000,000 was made in March 2019. The debt bears an initial interest rate of LIBOR + 1.50%. This interest rate is subject to an increase of 0.25% should the business exceed certain leverage conditions. Group Company 2019 £'000 2018 £'000 2019 £'000 2018 £'000 Opening bank loan 9,248 12,385 7,000 9,000 New borrowings (net of arrangement fee) 110,447 10,000 110,447 10,000 Repayment of borrowings (32,804) (12,839) (32,000) (12,000) Foreign currency translation adjustment (3) (298) - - Closing bank loan 86,888 9,248 85,447 7,000 Analysed as: Amounts falling due within 12 months 1,441 797 - - Amounts falling due after one year 85,447 8,451 85,447 7,000 86,888 9,248 85,447 7,000 Included within the closing bank loan balance above is £553,000 of unamortised loan arrangement fees (2018: £nil). 22. Trade and Other Payables Group Company 2019 £'000 2018 £'000 2019 £'000 2018 £'000 Trade payables 8,687 4,307 3,842 3,363 Amounts owed to subsidiary undertakings - - 23,952 23,361 Other taxes and social security costs 13,977 4,236 2,888 4,202 Accruals 10,844 19,007 15,782 14,829 Deferred income 36,637 28,347 28,056 23,786 70,145 55,897 74,520 69,541 Analysed as: Amounts falling due within 12 months 68,961 55,897 73,657 69,541 Amounts falling due after one year 1,184 - 863 - 70,145 55,897 74,520 69,541 23. Provisions Group Company 2019 £'000 2018 £'000 2019 £'000 2018 £'000 Opening balance 25 35 25 35 Utilised (25) (10) (25) (10) Closing balance - 25 - 25 Provisions relate to the costs of dilapidation obligations on certain leasehold properties within the Group. 24. Long Service Award The Group provides long service awards, providing employees with a benefit after they attain a set period of service with the Group, for example 10 or 20 years. For these benefits, IAS 19 requires a liability to be held on the Group's balance sheet. These benefits were introduced in the year to 31 March 2019, and the service requirements have been applied retrospectively, therefore a liability has been recognised for a past service cost in income statement for the year to 31 March 2019. Group Company 2019 £'000 2018 £'000 2019 £'000 2018 £'000 At 1 April - - - - Service cost 102 - 76 - Net interest charge 9 - 7 - Past service cost 349 - 261 - Actuarial loss during the year 68 - 51 - At 31 March 528 - 395 - The following table lists the inputs to the valuation of the long service award for the years ended 31 March 2019 and 31 March 2018. 2019 2018 Discount rate (%) 2.4 - Salary increases (%) 3.5 - Employee turnover (% probability of leaving depending on age) 2% - 20% - 25. Financial Instruments and Risk Management The Group's activities expose it to a variety of financial risks including: market risk (including foreign currency risk and cash flow interest rate risk), credit risk, liquidity risk and capital management. The Group's overall risk management programme considers the unpredictability of financial markets and seeks to reduce potential adverse effects on the Group's financial performance. The Group does not currently use derivative financial instruments to hedge foreign exchange exposures. Credit Risk Credit risk is managed on a Group basis except for credit risk relating to accounts receivable balances which each entity is responsible for managing. Credit risk arises from cash and cash equivalents, as well as credit exposures from outstanding customer receivables. Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. For those sales considered higher risk, the Group operates a policy of cash in advance of delivery. The Group regularly monitors its exposure to bad debts in order to minimise exposure. Credit risk from cash and cash equivalents is managed via banking with well established banks with a strong credit rating. The maximum exposure to credit risk at the reporting dates is the carrying value of each class of financial assets as disclosed below: Year ended 31 March 2019 Group Company 2019 2018 2019 2018 £'000 £'000 £'000 £'000 Trade receivables 48,241 34,847 33,319 29,130 Allowance for unrecoverable amounts (2,245) (1,344) (1,733) (1,165) 45,996 33,503 31,586 27,965 Expected credit loss allowance for trade receivables The group applies the IFRS 9 simplified approach to measuring expected credit loses which uses a lifetime expected loss allowance for all trade receivables and contract assets. To measure the expected credit losses, trade receivables have been groups based on shared credit risk characteristics and days past due. The provision rates are based on days past due, historical information relating to counterparty default rates and external credit ratings where available. The following table provides an analysis of the Group's credit risk exposure on trade receivables using a provision matrix to measure expected credit losses. 31 March 2019 Trade receivables Days past due Current < 30 days 30 - 60 days 61 - 90 days > 90 days Total £'000 £'000 £'000 £'000 £'000 £'000 Expected credit loss rate 2.3% 1.2% 6.6% 0.8% 27% 4.7% Gross carrying amount 28,724 9,336 4,171 1,597 4,413 48,241 Expected credit loss 658 115 277 13 1,182 2,245 Set out below is the movement in the allowance for expected credit losses of trade receivables: Group Company 2019 £'000 2019 £'000 Balance at 1 April 1,344 1,165 Acquired on acquisition 196 - Additional provisions 852 704 Write-offs (151) (136) Foreign exchange 4 - Balance at 31 March 2,245 1,733 Comparative information In the prior year, the impairment of trade receivables was based on the incurred loss model. The information disclosed in the following tables relates the Group's credit risk exposure as disclosed under IFRS 7, per recognition and measurement under IAS 39 prior to the transition of IFRS by the Group on 1 April 2018. 31 March 2018 Trade receivables Neither past due nor impaired £'000 Days past due < 30 days £'000 30 - 60 days £'000 > 60 days £'000 Total £'000 Trade receivables 22,325 7,816 1,235 2,127 33,503 The credit quality of trade receivables that are neither past due nor impaired are assessed using a combination of historical information relating to counterparty's payment history, default rates and external credit ratings where available. 25. Financial Instruments and Risk Management continued Impairment allowance for trade receivables Group Company 2018 £'000 2018 £'000 Balance at 1 April 681 367 Acquired on acquisition - 604 Additional provisions 951 380 Write-offs (244) (186) Foreign exchange (44) - Balance at 31 March 1,344 1,165 Foreign Currency Risk The Group's foreign currency exposure arises from: · Transactions (sales/purchases) denominated in foreign currencies; · Monetary items (mainly cash receivables and borrowings) denominated in foreign currencies; and · Investments in foreign operations, whose net assets are exposed to foreign currency translation. The Group has currency exposure on its investment in a foreign operation in Australia and partially offsets its exposure to fluctuations on the translation into Sterling by holding net borrowings in Australian Dollars. In terms of sensitivities, the effect on equity of a 10% increase in the Australian Dollar and Sterling exchange rate would be an increase of £3,555,000 (2018: £318,000 increase). The effect on equity of a 10% decrease in the Australian Dollar and Sterling exchange rate net of the effect of the net commercial investment hedge in the foreign operation would be a decrease of £2,908,000 (2018: £260,000 decrease). The Group has currency exposure on its investment in a foreign operations in the United States of America. In terms of sensitivities, the effect on equity of a 10% increase in the US Dollar and Sterling exchange rate would be an increase of £1,109,000 (2018: £247,000 increase). The effect on equity of a 10% decrease in the US Dollar and Sterling exchange rate would be a decrease of £907,000 (2018: £202,000 decrease). The exposure to transactional foreign exchange risk within each company is monitored and managed at both an entity and a Group level. The following table demonstrates the sensitivity of the Group's foreign currency exposure on the net monetary position at 31 March 2019: Foreign Currency Exposure USD Rate EUR Rate AUD Rate Change in rate +10% +10% +10% Effect on profit before tax (£000s) £(27) £(91) £(39) Change in rate -10% -10% -10% Effect on profit before tax (£000s) £33 £111 £47 The Group's exposure to foreign currency changes for all other currencies is not material. Cash Flow Interest Rate Risk The Group has financial assets and liabilities, which are exposed to changes in market interest rates. Changes in interest rates impact primarily on deposits and loans by changing their future cash flows (variable rate). Management does not currently have a formal policy of determining how much of the Group's exposure should be at fixed or variable rates and the Group does not use hedging instruments to minimise its exposure. However, at the time of taking new loans or borrowings, management uses its judgement to determine whether it believes that a fixed or variable rate would be more favourable for the Group over the expected period until maturity. In terms of sensitivities, the effect on profit before taxation of an increase/decrease in the basis points on floating rate borrowings of 25 basis points would be £110,000 (2018: £82,000). Liquidity Risk Cash flow forecasting is performed on a Group basis by the monitoring of rolling forecasts of the Group's liquidity requirements to ensure that it has sufficient cash to meet operational needs and surplus funds are placed on deposit and available at very short notice. The maturity date of the Group's loans are disclosed in note 21. The table below summarises the maturity profile of the Group's financial liabilities based on contractual undiscounted payments and includes contractual interest payments: Year ended 31 March 2019 On demand Less than 12 months 1 to 5 years Total £'000 £'000 £'000 £'000 Loans (note 21) - 1,441 85,447 86,888 Contingent consideration (note 32) - 79 - 79 Trade and other payables 8,687 24,503 - 33,190 8,687 26,023 85,447 120,157 25. Financial Instruments and Risk Management continued Year ended 31 March 2018 On demand Less than 12 months 1 to 5 years Total £'000 £'000 £'000 £'000 Loans (note 21) - 1,148 8,661 9,809 Contingent consideration (note 32) - 45 - 45 Trade and other payables 4,307 23,243 - 27,550 4,307 24,436 8,661 37,404 Capital Management The Group manages its capital structure in order to safeguard the going concern of the Group and maximise shareholder value. The capital structure of the Group consists of debt, which includes loans disclosed in note 21, cash and cash equivalents and equity attributable to equity holders of the Company, comprising issued capital, reserves and retained earnings. The Group may maintain or adjust its capital structure by adjusting the amount of dividend paid to shareholders, returning capital to shareholders, issuing new shares or selling assets to reduce debt. In order to achieve this overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to borrowings. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any borrowings in the current period. No changes were made in the objectives, policies or processes for managing capital during the years ended 31 March 2019 and 2018. Financial instruments: Classification and Measurement Set out below is an overview of financial instruments, other than cash and short-term deposits, held by the Group at 31 March: 2019 2018 Loans and receivables Fair value through OCI Fair value profit or loss Loans and receivables Fair value through OCI Fair value profit or loss £'000 £'000 £'000 £'000 £'000 £'000 Financial assets: Non-listed equity investment - 411 - - - - Trade and other receivables 45,996 - - 33,503 - - Total current 45,996 411 - 33,503 - - Total 45,996 411 - 33,503 - - Financial liabilities: Loans 85,447 - - 8,451 - - Total non-current 85,447 - - 8,451 - - Trade and other payables 33,508 - - 27,550 - - Loans 1,441 - - 797 - - Contingent consideration (note 32) - - 79 - - 45 Total current 34,949 - - 28,347 - 45 Total 120,396 - 79 36,798 - 45 Financial Assets Trade and other receivables exclude the value of any prepayments or accrued income. Trade and other payables exclude the value of deferred income. All financial assets and liabilities have a carrying value that approximates to fair value. The Group does not have any derivative financial instruments. Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Trade receivables are non-interest bearing and are generally on 14 to 60 day terms. Financial Liabilities The Group has an Australian Dollar three-year term loan of AUS$10,000,000 maturing in November 2019. The debt bears an interest rate of +1.90% above the Australian Dollar bank bill interest swap rate ('BBSW'). 25. Financial Instruments and Risk Management continued The Group has a three year revolving credit facility agreement expiring in February 2022 which is subject to a limit of £110,000,000. The facility bears an initial interest rate of LIBOR +1.50%. The facilities are secured by way of an all asset debenture. The Group is subject to a number of covenants in relation to its borrowings which, if breached, would result in loan balances becoming immediately repayable. These covenants specify certain maximum limits in terms of the following: · Leverage · Interest cover At 31 March 2019 and 31 March 2018, the Group was not in breach of any bank covenants. Financial liabilities: interest bearing loans and borrowings Interest rate Maturity 2019 2018 % £'000 £'000 Financial liabilities Current interest bearing loans and borrowings AUD$10,000,000 secured bank loan BBSW+1.9 Nov 2019 1,441 797 Total current interest-bearing loans and borrowings 1,441 797 Non-current interest bearing loans and borrowings AUD$10,000,000 secured bank loan BBSW+1.9 Nov 2019 - 1,451 £50,000,000 revolving credit facility LIBOR + 1.5 Feb 2019 - 7,000 £110,000,000 revolving credit facility LIBOR + 1.5 Feb 2022 85,447 - Total non-current interest bearing loans and borrowings 85,447 8,451 Total interest bearing loans and borrowing 86,888 9,248 Fair values of financial assets and liabilities The Group classifies fair value measurement using a fair value hierarchy that reflects the significance of inputs used in making measurements of fair value. The fair value hierarchy has the following levels: · Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities; · Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and · Level 3 - Inputs for the asset or liability that are not based on observable market data (unobservable inputs). For financial instruments that are recognised at the fair value on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Valuation Technique Level 1 Level 2 Level 3 Total At 31 March 2019 £'000 £'000 £'000 £'000 Equity instrument designated at fair value through OCI Non-listed equity investment Present value of expected future cash flow - - 411 411 Financial liability at fair value through profit and loss Contingent consideration (note 32) Present value of expected future cash flow - - 79 79 Level 1 Level 2 Level 3 Total At 31 March 2018 Valuation Technique £'000 £'000 £'000 £'000 Financial liability at fair value through profit and loss Contingent consideration (note 32) Present value of expected future cash flow - - 45 45 25. Financial Instruments and Risk Management continued £000 Reconciliation of fair value measurement of non-listed equity investment classified as equity instrument designated at fair value through OCI: 1 April 2018 - Acquired 419 Foreign exchange adjustment (8) Remeasurement recognised in OCI - 31 March 2019 411 26. Obligations Under Leases Payments made under operating leases are recognised in the income statement on a straight-line basis over the expected term of the lease. Lease incentives received are recognised in the income statement as an integral part of the total lease expense over the term of the lease. Group Company Future minimum rentals payable under non-cancellable operating leases are as follows: 2019 £'000 2018 £'000 2019 £'000 2018 £'000 Not later than one year 2,142 1,339 902 720 After one year but not more than five years 3,235 1,342 1,548 373 After five years - - - - 5,377 2,681 2,450 1,093 The Group leases various administrative offices and equipment under lease agreements which have varying terms and renewal rights. 27. Share-based Payments Group and Company The Group operates Executive Share Option Schemes under which Executive Directors, managers and staff of the Company are granted options over shares. Executive Share Option Scheme Options are granted to Executive Directors and employees on the basis of their performance. Options are granted at the full market value of the Company's shares at the time of grant and are exercisable between three and ten years from the date of grant. The options vest on the third anniversary of the grant subject to the Company's earnings per share ('EPS') growth being greater than the growth of the Retail Prices Index ('RPI') over a three-year period prior to the vesting date. There are no cash settlement alternatives. Executive Share Option Scheme (Section C Scheme) Options are granted to Executive Directors and employees on the basis of their performance. Options are granted at the full market value of the Company's shares at the time of grant and are exercisable between three and ten years from the date of grant. The percentage of an option that will vest and be capable of exercise will depend on the performance of the Company. A minimum of 50% of the options will vest when the Total Shareholder Return ('TSR') performance of the Company, as compared to the TSR of the FTSE Computer Services Sub-Sector over a three-year period, matches or exceeds the median company. The percentage of shares subject to an option in respect of which that option becomes capable of exercise will then increase on a sliding scale so that the option will become exercisable in full if top quartile performance is achieved. Executive Share Option Scheme (Section D Scheme) Options are granted to Executive Directors and employees on the basis of their performance. Options are granted at the full market value of the Company's shares at the time of grant and are exercisable between three and ten years from the date of grant. The vesting of awards under the Section D Scheme is subject to the achievement of a normalised EPS growth at an annual compound rate of 20% over the performance period. The base year for the purposes of the EPS target will be the financial year of the Company ended immediately prior to the grant of the award. The performance period will be the three financial years following the base year. Section D Scheme options will only become exercisable to the extent they have vested in accordance with the EPS target. Share Matching Plan In the year ended 31 March 2012, the Remuneration Committee introduced the Share Matching Plan. Participants who invest a proportion of their annual cash bonus in GBG shares can receive up to a multiple of their original investment in GBG shares, calculated on a pre-tax basis. Any matching is conditional upon achieving pre-determined Adjusted EPS growth targets set by the Remuneration Committee for the following three years. Share Matching Plan options will only become exercisable to the extent they have vested in accordance with the Adjusted EPS target. Compensatory Options In the year ended 31 March 2018, the Remuneration Committee granted Compensatory Options to the Chief Executive of the Company, as compensation for lost earnings and shares from his previous employer. The Compensatory Options vest in equal tranches over a period of 12 and 24 months, on each anniversary of the date of grant, provided he still holds the position of CEO of GBG on the respective dates. The Compensatory Options are valid for a period of 12 months from the vesting date. 27. Share-based Payments continued GBG Sharesave Scheme The Group has a savings-related share option plan, under which employees save on a monthly basis, over a three or five year period, towards the purchase of shares at a fixed price determined when the option is granted. This price is usually set at a 20% discount to the market price at the time of grant. The option must be exercised within six months of maturity of the savings contract, otherwise it lapses. Performance Share Plan (PSP) The Group operates a PSP for all employees, but it is intended that awards are made to senior management staff below the executive director level. The plan was approved at the 2018 AGM. Awards are subject to a three-year EPS performance condition. Employees can be granted awards of nil cost options with an aggregate value on date of grant of up to 100% of base salary. The awards are subject to malus and clawback. The charge recognised from equity-settled share-based payments in respect of employee services received during the year is £2,287,000 (2018: £2,375,000). The following table illustrates the number and weighted average exercise prices ('WAEP') of, and movements in, share options during the year. 2019 No. 2019 WAEP 2018 No. 2018 WAEP Outstanding as at 1 April 4,997,800 148.39p 3,341,470 54.93p Granted during the year 1,069,965 227.43p 2,616,007 233.04p Forfeited during the year (270,320) 201.84p (37,435) 200.35p Cancelled during the year (11,461) 272.00p (15,275) 217.01p Exercised during the year (1,157,029) 52.94p1 (906,967) 44.94p2 Expired during the year (2,555) 163.00p - - Outstanding at 31 March 4,626,400 147.84p 4,997,800 148.39p Exercisable at 31 March 2,601,043 76.15p 2,675,668 23.69p 1 The weighted average share price at the date of exercise for the options exercised is 518.97p 2 The weighted average share price at the date of exercise for the options exercised is 373.74p For the shares outstanding as at 31 March 2019, the weighted average remaining contractual life is 4.7 years (2018: 4.0 years). The weighted average fair value of options granted during the year was 440.40p (2018: 160.73p). The range of exercise prices for options outstanding at the end of the year was 2.8p - 481p (2018: 2.50p - 426p). The fair value of equity-settled share options granted is estimated as at the date of grant using a binomial model, taking into account the terms and conditions upon which the options were granted. The following table lists the inputs to the model for the years ended 31 March 2019 and 31 March 2018. 2019 2018 Dividend yield (%) 0.5 - 0.6 0.7 - 0.8 Expected share price volatility (%) 35 30 Risk-free interest rate (%) 0.7 - 1.1 0.2 - 0.8 Lapse rate (%) 5.0 5.0 - 10.0 Expected exercise behaviour See below See below Market-based condition adjustment (%) 48.00 48.00 Expected life of option (years) 2.3 - 6.5 2.3 - 4.8 Exercise price (p) 2.50 - 462.0 2.50 - 426.0 Weighted average share price (p) 518.97 373.74 Other than the Matching Scheme, LTIP and SAYE options, it is assumed that 50% of options will be exercised by participants as soon as they are 20% or more "in-the-money" (i.e. 120% of the exercise price) and the remaining 50% of options will be exercised gradually at the rate of 10% per annum each year they remain at or above the 20% "in-the-money". For the Matching Scheme, LTIP and SAYE options, it is assumes these are exercised at the earliest opportunity in full (i.e. Vesting Date) since the exercise price is a nominal amount and is therefore not expected to influence the timing of a participant's decision to exercise the options. The expected volatility reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. The market-based condition adjustment takes into account the likelihood of achieving market conditions, and allows for the fact that, if a Section C option vests, it does not always vest at 100%. 28. Profit Attributable to Members of the Parent Company The parent company's profit for the financial year ended 31 March 2019 was £7,275,000 (2018: £5,153,000). As permitted by Section 408 of CA 2006, the profit and loss account of the parent company is not presented. 29. Description of Reserves Equity Share Capital The balance classified as share capital includes the nominal value on issue of the Company's equity share capital, comprising 2.5p ordinary shares. Share Premium The balance classified as share premium includes the excess proceeds over the nominal amount received on the issue of the Company's equity share capital. Costs associated with the issue of new share capital have been offset against this balance. Merger Reserve The balance on the merger reserve represents the fair value of the consideration given in excess of the nominal value of the ordinary shares issued in the acquisition of GB Mailing Systems by the issue of shares. Capital Redemption Reserve The balance classified as capital redemption reserve includes the nominal value of own shares purchased back by the Company and subsequently cancelled. Other Reserve The balance represents the profit from the date of acquisition to the date of hive-up into the Company of ID Scan Biometrics Limited and Postcode Anywhere (Holdings) Limited, offset by amortisation of the identified intangibles and unwinding of the associated deferred tax liabilities. 30. Related Party Transactions During the year, the Group entered into transactions, in the ordinary course of business, with other related parties. Transactions entered into and trading balances outstanding at 31 March are as follows: Group Sales to related parties Purchases from related parties Net amounts owed to/(by) related parties £'000 £'000 £'000 Directors (see below): 2019 - - - 2018 - - - Other related parties (see below): 2019 - - - 2018 6 - - Company Sales to related parties Purchases from related parties Net amounts owed to/(by) related parties £'000 £'000 £'000 Subsidiaries: 2019 2,360 3,130 21,983 2018 3,535 2,049 23,354 Directors (see below): 2019 - - - 2018 - - - Other related parties (see below): 2019 - - - 2018 6 - - During the year ending 31 March 2018, the Chairman of the Company incurred some expenses via his consultancy business Rasche Consulting Limited. Terms and Conditions of Transactions with Related Parties Sales and balances between related parties are made at normal market prices. Outstanding balances with entities other than subsidiaries are unsecured, interest free and cash settlement is expected within 30 days of invoice. Terms and conditions for transactions with subsidiaries are the same, with the exception that balances are placed on intercompany accounts with no specified credit period. During the year ended 31 March 2019, the Group has not made any provision for doubtful debts relating to amounts owed by related parties (2018: £nil). 30. Related Party Transactions continued Compensation of Key Management Personnel (including Directors) Group and Company 2019 2018 £'000 £'000 Short-term employee benefits 4,117 2,944 Post-employment benefits 156 66 Fair value of share options awarded 1,829 2,983 6,102 5,993 31. Business Combinations Acquisitions in the Year Ended 31 March 2019 Group Acquisition of VIX Verify Pty Limited On 23 October 2018, the Group acquired 100% of the voting shares of VIX Verify Pty Limited ('VIX Verify'), an Australian provider of identity verification and location intelligence software, for a total consideration of £20,639,000. The acquisition of VIX Verify brings additional scale to the Group's identity verification and location intelligence solutions in Australia and New Zealand, two markets where the Group currently provides fraud detection solutions to customers. The Consolidated Statement of Comprehensive Income includes the results of VIX Verify for the six month period from the acquisition date. The provisional fair value of the identifiable assets and liabilities of VIX Verify as at the date of acquisition was: Provisional fair value recognised on acquisition £'000 Assets Technology intellectual property 1,148 Customer relationships 7,236 Non-compete agreements 31 Plant and equipment 79 Trade and other receivables 2,565 Cash 208 Trade and other payables (3,956) Deferred tax liabilities (2,180) Total identifiable net assets at fair value 5,131 Goodwill arising on acquisition 15,508 Total purchase consideration transferred 20,639 Purchase consideration: Cash 20,639 Total purchase consideration 20,639 Analysis of cash flows on acquisition: Transaction costs of the acquisition (included in cash flows from operating activities) (449) Net cash acquired with the subsidiary 208 Cash paid (20,639) Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities) (20,431) Net cash outflow (20,880) The fair value of the acquired trade receivables amounts to £965,000. The gross amount of trade receivables is £1,004,000 with a provision of £39,000. The goodwill recognised above is attributed to intangible assets that cannot be individually separated and reliably measured from VIX Verify due to their nature. These items include the capability for synergies from bringing the businesses together, combining propositions and capabilities that will help the business achieve accelerated consolidated growth from both cross-sell and up-sell. None of the goodwill is expected to be deductible for income tax purposes. The transaction costs of £449,000 associated with this acquisition have been expensed and are included in exceptional items in the Consolidated Statement of Comprehensive Income and are part of operating cash flows in the Cash Flow Statement. From the date of acquisition, VIX Verify has contributed £7,672,000 of revenue and operating profits of £1,333,000 to the Group. If the combination had taken place at the beginning of the period, the Group revenue and operating profits would have been £153,555,000 and £17,171,000, respectively. 31. Business Combinations continued Acquisition of IDology Inc. On 13 February 2019, the Group acquired 100% of the voting shares of IDology Inc. ('IDology'), a US-based provider of identity verification and fraud prevention services, for a total consideration of £235,743,000. The acquisition of IDology provides a strong foothold for Identity Verification and Fraud Prevention in North America, a key growth region for the Group. The Consolidated Statement of Comprehensive Income includes the results of IDology for the two month period from the acquisition date. The provisional fair value of the identifiable assets and liabilities of IDology as at the date of acquisition was: Provisional fair value recognised on acquisition £'000 Assets Technology intellectual property 16,076 Customer relationships 65,976 Non-compete agreements 4,360 Investments 419 Plant and equipment 152 Deferred tax asset 3,955 Trade and other receivables 4,436 Cash 1,033 Trade and other payables (1,993) Corporation tax liability (82) Deferred tax liabilities (21,733) Total identifiable net assets at fair value 72,600 Goodwill arising on acquisition 163,143 Total purchase consideration transferred 235,743 Purchase consideration: Cash 235,664 Deferred consideration (note 32) 79 Total purchase consideration 235,743 Analysis of cash flows on acquisition: Transaction costs of the acquisition (included in cash flows from operating activities) (2,391) Net cash acquired with the subsidiary 1,033 Cash paid (235,664) Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities) (234,631) Net cash outflow (237,022) The fair value of the acquired trade receivables amounts to £2,772,000. The gross amount of trade receivables is £2,928,000 with a provision of £156,000. The goodwill recognised above is attributed to intangible assets that cannot be individually separated and reliably measured from IDology due to their nature. These items include the capability for synergies from bringing the businesses together, combining propositions and capabilities that will help the business achieve accelerated consolidated growth from both cross-sell and up-sell. None of the goodwill is expected to be deductible for income tax purposes. The transaction costs of £2,391,000 associated with this acquisition have been expensed and are included in exceptional items in the Consolidated Statement of Comprehensive Income and are part of operating cash flows in the Cash Flow Statement. From the date of acquisition, IDology has contributed £4,284,000 of revenue and operating profits of £1,890,000 to the Group. If the combination had taken place at the beginning of the period, the Group revenue and operating profits would have been £173,212,000 and £28,529,000, respectively. 31. Business Combinations continued Acquisitions in the Year Ended 31 March 2018 Group Acquisition of Postcode Anywhere (Holdings) Limited On 11 May 2017, the Company acquired 100% of the voting shares of Postcode Anywhere (Holdings) Limited ('PCA'), a provider of UK and International address validation and data quality services, for a total consideration of £73,852,423. The combination of the two businesses represents a highly complementary capability alongside GBG's existing ID registration solutions. The Consolidated Statement of Comprehensive Income includes the results of PCA for the eleven month period from the acquisition date. The fair value of the identifiable assets and liabilities of PCA as at the date of acquisition was: Fair value recognised on acquisition £'000 Assets Technology intellectual property 5,733 Customer relationships 24,865 Non-compete agreements 369 Land and buildings 1,251 Plant and equipment 341 Deferred tax assets 440 Trade and other receivables 1,763 Cash 10,949 Trade and other payables (9,280) Deferred tax liabilities (5,676) Total identifiable net assets at fair value 30,755 Goodwill arising on acquisition 43,097 Total purchase consideration transferred 73,852 Purchase consideration: Cash 73,852 Total purchase consideration 73,852 Analysis of cash flows on acquisition: Transaction costs of the acquisition (included in cash flows from operating activities) (735) Net cash acquired with the subsidiary 10,949 Cash paid (73,852) Acquisition of subsidiaries, net of cash acquired (included in cash flows from investing activities) (62,903) Net cash outflow (63,638) The fair value of the acquired trade receivables amounts to £1,763,000. The gross amount of trade receivables is £1,763,000. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected. The goodwill recognised above is attributed to intangible assets that cannot be individually separated and reliably measured from PCA due to their nature. These items include the capability for synergies from bringing the businesses together, combining propositions and capabilities that will help the business achieve accelerated consolidated growth from both cross-sell and up-sell. None of the goodwill is expected to be deductible for income tax purposes. The transaction costs of £735,000 associated with this acquisition have been expensed and are included in exceptional items in the Consolidated Statement of Comprehensive Income and are part of operating cash flows in the Cash Flow Statement. From the date of acquisition, PCA has contributed £15,193,000 of revenue and operating profits of £5,325,000 to the Group. If the combination had taken place at the beginning of the period, the Group revenue and operating profits would have been £121,141,000 and £14,754,000, respectively. Contingent Consideration - IDscan As part of the share sale and purchase agreement, a contingent consideration amount of up to £8,000,000 was agreed. This payment was subject to certain future revenue and EBITDA targets between 12 and 18 months from completion date. The obligation has been classed as a liability in accordance with the provisions of IAS 32. During the year, settlement of £7,460,000 was made resulting in a reduction in the contingent consideration liability on the balance sheet. At 31 March 2018, the value of the contingent consideration after partial unwinding of the discounting of £878,000 and a fair value adjustment to the contingent consideration of £495,000, was £45,000. 31. Business Combinations continued Company Acquisition of Postcode Anywhere (Holdings) Limited On 28 February 2018, the Company acquired the trade, assets and liabilities of Postcode Anywhere (Holdings) Limited, and its subsidiary company Postcode Anywhere (Europe) Limited, for consideration set at book value for recognised assets and liabilities. Details of the assets and liabilities that were transferred to the Company were as follows: Fair value £'000 Assets Property, plant and equipment 1,740 Trade and other receivables 18,676 Cash 1,404 Trade and other payables (12,002) Deferred tax liability (74) Corporation tax liabilities (194) Total purchase consideration transferred 9,550 The Directors believe that the fair values of the recognised assets and liabilities were equal to the book values. Consideration for the transfer was equal to the book value of total net assets and was settled through intercompany accounts. In addition to the recognised assets and liabilities in Postcode Anywhere (Holdings) and its subsidiary, on which the consideration for the acquisition was based, the Company has recognised goodwill of £43,097,000 and intangible assets of £27,837,000 reflecting the carrying values recognised in GB Group plc consolidated accounts. This results in a credit to the cost of investment of £64,302,000, intercompany payable of £9,550,000 and other reserves of £1,501,000. The fair value of the acquired trade receivables amounts to £1,669,000. The gross amount of trade receivables is £1,669,000. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected. Acquisition of ID Scan Biometrics Limited On 31 March 2018, the Company acquired the trade, assets and liabilities of ID Scan Biometrics Limited for consideration set at book value for recognised assets and liabilities. Details of the assets and liabilities that were transferred to the Company were as follows: Fair value £'000 Assets Plant and equipment 271 Internally developed intangible assets 616 Purchased intangible assets 52 Investments 25 Inventory 399 Deferred tax assets 6 Trade and other receivables 8,352 Cash 1,096 Trade and other payables (4,394) Deferred tax liabilities (117) Total purchase consideration transferred 6,306 The Directors believe that the fair values of the recognised assets and liabilities were equal to the book values. Consideration for the transfer was equal to the book value of total net assets and was settled through intercompany accounts. In addition to the recognised assets and liabilities in ID Scan Biometrics Limited, on which the consideration for the acquisition was based, the Company has recognised goodwill of £35,057,000 and intangible assets of £6,520,000 reflecting the carrying values recognised in GB Group plc consolidated accounts. This results in a credit to the cost of investment of £37,361,000, intercompany payable of £6,306,000 and other reserves of £3,042,000. The fair value of the acquired trade receivables amounts to £3,534,000. The gross amount of trade receivables is £4,138,000. None of the trade receivables have been impaired and it is expected that the full contractual amounts can be collected. 32. Contingent Consideration Liabilities Group 2019 2018 £'000 £'000 At 1 April 45 7,122 Recognition on the acquisition of subsidiary undertakings 79 - Fair value adjustment to contingent consideration - 421 Amount forfeited by seller - (495) Settlement of consideration (45) (7,460) Unwinding of discount - 457 At 31 March 79 45 Analysed as: Amounts falling due within 12 months 79 45 Amounts falling due after one year - - At 31 March 79 45 The opening balance at 1 April 2018 represented contingent consideration amounts relating to the acquisition of IDscan. This amount was paid during the year. The amount recognised on acquisition of subsidiary undertakings is in respect of IDology. Company 2019 2018 £'000 £'000 At 1 April 45 7,122 Recognition on the acquisition of subsidiary undertakings 79 - Fair value adjustment to contingent consideration - 421 Amount forfeited by seller - (495) Settlement of consideration (45) (7,460) Unwinding of discount - 457 At 31 March 79 45 Analysed as: Amounts falling due within 12 months 79 45 Amounts falling due after one year - - At 31 March 79 45 The fair value of contingent consideration is estimated having been determined from management's estimates of the range of outcomes to certain future revenue and EBITDA forecasts for periods between 12 and 18 months from completion date and their estimated respective likelihoods. The contractual cash flows are therefore based on future trading activity, which is estimated based on latest forecasts (Level 3 as defined by IFRS 13). 33. Alternative Performance Measures Management assess the performance of the Group using a variety of alternative performance measures. In the discussion of the Group's reported operating results, alternative performance measures are presented to provide readers with additional financial information that is regularly reviewed by management. However, this additional information presented is not uniformly defined by all companies including those in the Group's industry. Accordingly, it may not be comparable with similarly titled measures and disclosures by other companies. Additionally, certain information presented is derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. Such measures are not defined under IFRS and are therefore termed 'non-GAAP' measures and should not be viewed in isolation or as an alternative to the equivalent GAAP measure. The Group's income statement and segmental analysis separately identify trading results before certain items. The directors believe that presentation of the Group's results in this way is relevant to an understanding of the Group's financial performance, as such items are identified by virtue of their size, nature or incidence. This presentation is consistent with the way that financial performance is measured by management and reported to the Board and assists in providing a meaningful analysis of the trading results of the Group. In determining whether an event or transaction is presented separately, management considers quantitative as well as qualitative factors such as the frequency or predictability of occurrence. Examples of charges or credits meeting the above definition and which have been presented separately in the current and/or prior years include amortisation of acquired intangibles, share-based payments charges, acquisition related costs and business restructuring programmes. In the event that other items meet the criteria, which are applied consistently from year to year, they are also presented separately. The following are the key non-GAAP measures used by the Group: Organic Growth Organic growth is defined by the Group as year-on-year continuing revenue growth, excluding acquisitions which are included only after the the first anniversary following their purchase. Underlying Organic Growth As highlighted in the October 2017 trading update, organic revenue growth in the year to 31 Match 2018 included £3.5 million from the sale of a material perpetual licence to a leading European bank in September 2017, paid upfront. Had this particular transaction been a fully delivered, three-year agreement, payable in annual instalments (as is normal), then our revenue recognition policies at the time would have only recognised one third of this value. This means revenues for 2018 would have been £117.4 million (the basis for underlying growth) rather than the reported £119.7 million. Adjusted Operating Profit Adjusted operating profit means profits before amortisation of acquired intangibles, share-based payment charges, exceptional items, net finance costs and tax. Adjusted EBITDA Adjusted EBITDA means operating profit before depreciation, amortisation, share-based payment charges, exceptional items, net finance costs and tax. Adjusted Earnings Adjusted earnings represents adjusted operating profit less net finance costs and tax. Adjusted Earnings Per Share ('Adjusted EPS') Adjusted EPS represents adjusted earnings divided by a weighted average number of shares in issue, and is disclosed to indicate the underlying profitability of the Group. Net cash generated by operating activities before working capital movements Net cash generated by operating activities before working capital movements means net cash generated from operations in the Consolidated Cash Flow Statement before the movement in provisions, inventories, trade and other receivables and trade and other payables. Useful Information Shareholder Information The Investors section of the Company's website, www.gbgplc.com/investors contains detailed information on news, press release, key financial information, annual and interim reports, share price information, dividends and key contact details. The following is a summary and readers are encouraged to view the website for more detailed information. Dividend Reinvestment Plan The Company offers a Dividend Reinvestment Plan that enables shareholders to reinvest cash dividends into additional shares in the Company. Application forms can be obtained from Equiniti. You must arrange for your Dividend Reinvestment Plan application form to be received by Equiniti no later than 2 August 2019 to join the plan for the final dividend for the year ended 31 March 2019. Share Price Information The closing middle market price of a share of GB Group plc on 31 March 2019 was 480.00p. During the year, the share price fluctuated between 408.50p and 626.00p. The Company's share price is available on the website, www.gbgplc.com/investors with a 15 minute delay, and from the London Stock Exchange website. Share Scams Shareholders should be aware that fraudsters may try and use high pressure tactics to lure investors into share scams. Information on share scams can be found on the Financial Conduct Authority's website, www.fca.org.uk/scams Financial Calendar Ex-dividend date for 2019 final dividend 18 July 2019 Record date for 2019 final dividend 19 July 2019 Annual General Meeting 25 July 2019 2019 final dividend payment date 23 August 2019 Announcement of 2019 half year results November 2019 Shareholder Enquiries GBG is aware that there may be times when shareholders may wish to contact the Company when there are changes in their circumstances (such as when they have moved house or have got married and have changed their name). There may also be occasions when a share certificate has been misplaced or lost and a duplicate copy is required. In such instances, GBG's registrar, Equiniti, is able to deal with these enquiries and take the necessary action. Contact details are below: Website: https://equiniti.com/contact/ Address: Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA Phone from UK: 0371 384 2030 Phone from overseas: +44 121 415 7047 (Lines are open Monday to Friday 8.30am to 5.30pm; excluding UK Bank Holidays) Website In addition to accessing the latest information about the Company and its products and services, the following is also available from the GBG website: • copies of announcements, press releases and case studies; and • copies of past and present annual and interim reports which can be viewed and downloaded. 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 FR XZLLBKQFZBBZ