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REG - GB Group PLC - Half Yearly Report <Origin Href="QuoteRef">GBGP.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSc3623Qa 

                         25,321                                  412                                     790                         
 Share issue costs                                                   15                             (750)                                   -                                       -                           
 Proceeds from new borrowings                                        13                             12,000                                  -                                       -                           
 Repayment of borrowings                                             13                             (400)                                   (351)                                   (752)                       
 Dividends paid to equity shareholders                               9                              (2,775)                                 (2,277)                                 (2,277)                     
                                                                                                                                                                                                                
 Net cash flows from/(used in) financing activities                                                 33,150                                  (2,331)                                 (2,521)                     
                                                                                                                                                                                                                
                                                                                                                                                                                                                
 Net decrease in cash and cash equivalents                                                          (984)                                   (10,690)                                (3,385)                     
 Effect of exchange rates on cash and cash equivalents                                              223                                     (282)                                   22                          
                                                                                                                                                                                                                
 Cash and cash equivalents at the beginning of the period                                           12,415                                  15,778                                  15,778                      
                                                                                                                                                                                                                
 Cash and cash equivalents at the end of the period                                                 11,654                                  4,806                                   12,415                      
                                                                                                                                                                                                                
                                                                     Notes to the Interim Report  
                                                                                                                                                                                                                  
 
 
1.  CORPORATE INFORMATION 
 
The interim condensed consolidated financial statements of GB Group plc ('the
Group') for the six months ended 30 September 2016 were authorised for issue
in accordance with a resolution of the directors on 28 November 2016.  GB
Group plc is a public limited company incorporated in the United Kingdom whose
shares are publicly traded on the Alternative Investment Market (AIM) of the
London Stock Exchange. 
 
2.  BASIS OF PREPARATION AND ACCOUNTING POLICIES 
 
Basis of Preparation 
 
These interim condensed consolidated financial statements for the six months
ended 30 September 2016 have been prepared in accordance with IAS 34 'Interim
Financial Reporting'.  The annual financial statements of the company are
prepared in accordance with IFRSs as adopted by the European Union. 
 
The interim condensed consolidated financial statements are presented in
pounds Sterling and all values are rounded to the nearest thousand (£'000)
except when otherwise indicated. 
 
After making appropriate enquiries, the directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, the Board continues
to adopt the going concern basis in preparing the interim report. 
 
The interim condensed consolidated financial statements do not constitute
statutory financial statements as defined in section 435 of the Companies Act
2006 and therefore do not include all the information and disclosures required
in the annual financial statements, and should be read in conjunction with the
Group's annual financial statements as at 31 March 2016.  The financial
information for the preceding year is based on the statutory financial
statements for the year ended 31 March 2016.  These financial statements, upon
which the auditors issued an unqualified opinion, have been delivered to the
Registrar of Companies.  These financial statements did not require a
statement under either section 498(2) or section 498(3) of the Companies Act
2006. 
 
Accounting Policies 
 
The accounting policies adopted in the preparation of the interim condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
March 2016. The IASB and IFRIC have issued the following Standards and
Interpretations with an effective date after these financial statements: 
 
 International Accounting Standards (IAS/IFRS)  Effective date                         
                                                                                                       
 IFRS 15                                        Revenue from Contracts with Customers  1 January 2018  
 IFRS 9                                         Financial Instruments                  1 January 2018  
 IFRS 16                                        Leases                                 1 January 2019  
 
 
IFRS 15 'Revenue from Contracts with Customers' (effective for the year ending
31 March 2019) replaces IAS 18 'Revenue', IAS 11 'Construction Contracts' and
related interpretations. The standard introduces a single, five-step revenue
recognition model that is based upon the principle that revenue is recognised
at the point that control of goods or services is transferred to the customer.
The standard also updates revenue disclosure requirements. Whilst an
assessment of this new standard is ongoing, the Group does not currently
expect its adoption to have a material impact on the Group's financial
performance or position. 
 
IFRS 9 'Financial Instruments' replaces IAS 39. The standard is effective for
the year ending 31 March 2019 and will impact the classification and
measurement of financial instruments and will require certain additional
disclosures. Whilst an assessment of the new standard is ongoing, the changes
to recognition and measurement of financial instruments and changes to hedge
accounting rules are not currently considered likely to have any major impact
on the Group's current accounting treatment or hedging activities. 
 
IFRS 16 'Leases' (effective for the year ending 31 March 2020) will require
most leases to be recognised on the balance sheet.  The new standard brings
most leases on-balance sheet for lessees under a single model, eliminating the
distinction between operating and finance leases.  IFRS 16 supersedes IAS 17
'Leases' and related interpretations.  The Group has a number of operating
lease arrangements and will consider the financial impact of IFRS 16 in due
course. 
 
     
 
 
 Notes to the Interim Report  
 
 
3.  CYCLICALITY 
 
Due to the cyclicality of our software renewal business, higher renewals in
the second half traditionally result in the Group's performance being biased
towards the second half of the year. 
 
4.  RISKS AND UNCERTAINTIES 
 
Management identifies and assesses risks to the business using an established
control model.  The Group has a number of exposures which can be summarised as
follows: regulatory risk resulting from regulatory developments; changes in
the Group's competitive position; non-supply by a major supplier; disaster
recovery and business continuity; new product development; and intellectual
property risk.  These risks and uncertainties facing our business were
reported in detail in the 2016 Annual Report and Accounts and all of them are
monitored closely by the Group. 
 
The outcome of the recent UK referendum has caused uncertainty in both the
political and economic environments in which we operate.  Our business model
means that we are comparatively well-placed to manage the consequences of the
result and of its effect on the economic environment but like all companies,
we will need to continue to monitor and manage the practical implications as
they occur. 
 
Accounting Estimates 
 
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 amounts reported for
revenues and expenses during the year. However, the nature of estimation means
that actual outcomes could differ from those estimates. The main judgements
and key sources of estimation uncertainty applied in these interim
consolidated financial statements are detailed in the Group's annual financial
statements for the year ending 31 March 2016. 
 
5.  EXCEPTIONAL ITEMS 
 
                                                                 Unaudited6 months to30 Sept2016    Unaudited 6 months to30 Sept2015    Audited Year to31 March2016  
                                                                 £'000                              £'000                               £'000                        
                                                                                                                                                                     
 Fair value adjustments to contingent consideration (note 17)    194                                148                                 78                           
 Fair value gain on revaluation of investment in associate       -                                  (247)                               (247)                        
 Acquisition related costs                                       574                                120                                 119                          
 Costs associated with staff reorganisations                     228                                -                                   178                          
 Costs associated with the relocation of Group head office       -                                  -                                   (34)                         
                                                                                                                                                                     
                                                                 996                                21                                  94                           
 
 
Fair value adjustments to contingent consideration in the six months to 30
September 2016 include a charge of £177,000 relating to the partial unwind of
the discount applied to the contingent consideration arising on the
acquisition of ID Scan Biometrics Limited (note 16) and £17,000 relating to
the unwind of the remaining discounted amount in relation to the contingent
consideration that arose on the acquisition of DecTech Solutions Pty Ltd (note
16).  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. 
 
In prior periods an exceptional fair value gain of £247,000 was recognised as
a consequence of the Group revaluing its previously held equity stake in
Loqate at the date of its acquisition of the remaining 73.3% of shares in
accordance with IFRS 3.  This is a non-cash item. 
 
 Notes to the Interim Report  
 
 
6.  SEGMENTAL INFORMATION 
 
The Group's operating segments are internally reported to the Group's Chief
Executive Officer as two operating segments: Identity Proofing Division- which
provides ID Verification, ID Employ & Comply services and ID Fraud and Risk
Management Services and Identity Solutions Division - which provides ID
Registration, ID Engage and ID Trace & Investigate services.  The measure of
performance of those segments that is reported to the Group's Chief Executive
Officer is adjusted operating profit before amortisation of acquired
intangibles as shown below. 
 
ID Scan Biometrics Ltd ("IDscan"), which was acquired during the period, is
reported within the Identity Proofing Division. 
 
Segment results include items directly attributable to either Identity
Proofing or Identity Solutions. Unallocated items for the six months to 30
September 2016 represent Group head office costs £377,000 (2015: £492,000),
exceptional items £996,000 (2015: £21,000), Group finance income £11,000
(2015: £8,000), Group finance costs £244,000 (2015: £117,000), Group income
tax expense £328,000 (2015: £311,000) and share-based payments charge £659,000
(2015: £582,000).  Unallocated items for the year ended 31 March 2016
represent Group head office costs £886,000, exceptional costs £94,000, Group
finance income £12,000, Group finance costs £282,000, Group income tax charge
£178,000 and share-based payments charge £1,245,000. 
 
Information on segment assets and liabilities is not regularly provided to the
Group's Chief Executive Officer and is therefore not disclosed below. 
 
                                       Identity Proofing    Identity Solutions    Unallocated    Total Unaudited6 months to30 September 2016  
 Six months ended 30 September 2016    £'000                £'000                 £'000          £'000                                        
 Total revenue                         19,199               18,313                -              37,512                                       
 Adjusted operating profit             2,636                2,940                 (377)          5,199                                        
 Amortisation of acquired intangibles  (984)                (767)                 -              (1,751)                                      
 Share-based payments charge           -                    -                     (659)          (659)                                        
 Exceptional items                     -                    -                     (996)          (996)                                        
 Operating profit                      1,652                2,173                 (2,032)        1,793                                        
 Finance revenue                                                                                 11                                           
 Finance costs                                                                                   (244)                                        
 Income tax charge                                                                               (328)                                        
 Profit for the period                                                                           1,232                                        
 
 
                                       Identity Proofing    Identity Solutions    Unallocated    Total Unaudited6 months to30 September 2015  
 Six months ended 30 September 2015    £'000                £'000                 £'000          £'000                                        
 Total revenue                         15,423               16,945                -              32,368                                       
 Adjusted operating profit             3,219                1,809                 (492)          4,536                                        
 Amortisation of acquired intangibles  (545)                (709)                 -              (1,254)                                      
 Share-based payments charge           -                    -                     (582)          (582)                                        
 Exceptional items                     -                    -                     (21)           (21)                                         
 Operating profit                      2,674                1,100                 (1,095)        2,679                                        
 Finance revenue                                                                                 8                                            
 Finance costs                                                                                   (117)                                        
 Income tax charge                                                                               (311)                                        
 Profit for the period                                                                           2,259                                        
 
 
 Notes to the Interim Report  
 
 
6.  SEGMENTAL INFORMATION (continued) 
 
                                       Identity Proofing    Identity Solutions    Unallocated    TotalAudited Year to 31 March 2016  
 Year ended 31 March 2016              £'000                £'000                 £'000          £'000                               
 Total revenue                         33,213               40,188                -              73,401                              
 Adjusted operating profit             6,629                7,685                 (886)          13,428                              
 Amortisation of acquired intangibles  (1,042)              (1,459)               -              (2,501)                             
 Share-based payments charge           -                    -                     (1,245)        (1,245)                             
 Exceptional items                     -                    -                     (94)           (94)                                
 Operating profit                      5,587                6,226                 (2,225)        9,588                               
 Finance revenue                                                                                 12                                  
 Finance costs                                                                                   (282)                               
 Income tax charge                                                                               (178)                               
 Profit for the year                                                                             9,140                               
 
 
7.  TAXATION 
 
The Group calculates the period income tax expense using a best estimate of
the tax rate that would be applicable to the expected total earnings for the
year ending 31 March 2017. 
 
 Notes to the Interim Report  
 
 
8.  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 period. 
 
                                                         Unaudited 6 months to 30 September 2016    Unaudited 6 months to 30 September 2015    Audited Year to31 March 2016  
                                                         Pence pershare                             £'000                                      Pence pershare                  £'000    Pence pershare    £'000  
                                                                                                                                                                                                                 
 Profit attributable to equity holders of the company    1.0                                        1,232                                      1.8                             2,259    7.4               9,140  
                                                                                                                                                                                                                 
 
 
Diluted 
 
Diluted earnings per share amounts are calculated by dividing the profit for
the period attributable to equity holders of the company by the weighted
average number of ordinary shares outstanding during the period 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. 
 
                                                       30 Sept2016    30 Sept2015    31 March2016  
                                                       No.            No.            No.           
                                                                                                     
 Basic weighted average number of shares in issue      128,812,008    122,121,920    122,744,412   
 Dilutive effect of share options                      3,174,680      4,127,693      3,770,597     
 Diluted weighted average number of shares in issue    131,986,688    126,249,613    126,515,009   
                                                                                                         
 
 
                                                         Unaudited 6 months to 30 September 2016    Unaudited 6 months to 30 September 2015    Audited Year to31 March 2016  
                                                         Pence pershare                             £'000                                      Pence pershare                  £'000    Pence pershare    £'000  
                                                                                                                                                                                                                 
 Profit attributable to equity holders of the company    0.9                                        1,232                                      1.8                             2,259    7.2               9,140  
                                                                                                                                                                                                                 
 
 
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. 
 
                              Unaudited 6 months to 30 September 2016    Unaudited 6 months to 30 September 2015    Audited Year to31 March 2016  
                              Basicpence pershare                        Dilutedpence pershare                      £'000                           Basicpence pershare    Dilutedpence pershare    £'000    Basicpence pershare    Dilutedpence pershare    £'000   
 Adjusted operating profit    4.0                                        3.9                                        5,199                           3.7                    3.6                      4,536    10.9                   10.6                     13,428  
 Less net finance costs       (0.2)                                      (0.2)                                      (233)                           (0.1)                  (0.1)                    (109)    (0.2)                  (0.2)                    (270)   
 Less tax                     (0.2)                                      (0.2)                                      (328)                           (0.2)                  (0.2)                    (311)    (0.1)                  (0.1)                    (178)   
 Adjusted earnings            3.6                                        3.5                                        4,638                           3.4                    3.3                      4,116    10.6                   10.3                     12,980  
                                                                                                                                                                                                                                                                     
 
 
Adjusted operating profit means profits before amortisation of acquired
intangibles, share-based payment charges, exceptional items, net finance costs
and tax. 
 
 Notes to the Interim Report  
 
 
9.  DIVIDENDS PAID AND PROPOSED 
 
                                                                                  Unaudited 6 months to 30 Sept2016    Unaudited 6 months to 30 Sept2015    Audited Year to31 March2016  
                                                                                  £'000                                £'000                                £'000                        
 Declared and paid during the period                                                                                                                                                     
 Final dividend for 2016: 2.08p per share (2015: 1.85p per share)                 2,775                                2,277                                2,277                        
                                                                                                                                                                                         
 Proposed for approval at AGM (not recognised as a liability at 31 March 2016)                                                                                                           
 Final dividend for 2016: 2.08p per share                                         -                                    -                                    2,577                        
 
 
10.  PLANT AND EQUIPMENT 
 
During the six months ended 30 September 2016, the Group acquired plant and
equipment with a cost of £744,000 (2015: £317,000). 
 
Plant and equipment with a fair value of £237,000 was acquired with the
acquisition of ID Scan Biometrics Ltd (note 16). 
 
Depreciation provided during the six months ended 30 September 2016 was
£452,000 (2015: £524,000). 
 
Assets with a net book value of £6,000 were disposed of during the six months
ended 30 September 2016 (2015: none). 
 
 Notes to the Interim Report  
 
 
11.  INTANGIBLE ASSETS 
 
 Group                              Customerrelationships£'000    Other acquisition intangibles£'000    Total acquisition intangibles£'000    Goodwill£'000    Purchasedsoftware£'000    Internally developed software£'000    Total£'000  
                                                                                                                                                                                                                                           
 Cost                                                                                                                                                                                                                                      
 At 1 April 2015                    14,839                        3,786                                 18,625                                30,505           -                         1,104                                 50,234      
 Additions - business combinations  1,912                         819                                   2,731                                 6,623            -                         20                                    9,374       
 Additions - product development    -                             -                                     -                                     -                231                       421                                   652         
 Foreign exchange adjustments       (404)                         (162)                                 (566)                                 (1,364)          -                         (2)                                   (1,932)     
 At 30 September 2015               16,347                        4,443                                 20,790                                35,764           231                       1,543                                 58,328      
                                                                                                                                                                                                                                           
 Additions - business combinations  -                             -                                     -                                     (121)            -                         (2)                                   (123)       
 Additions - product development    -                             -                                     -                                     -                -                         203                                   203         
 Additions - purchased software     -                             -                                     -                                     -                195                       -                                     195         
 Reclassification                   -                             -                                     -                                     -                1,953                     -                                     1,953       
 Foreign exchange adjustments       634                           255                                   889                                   2,122            -                         3                                     3,014       
 At 31 March 2016                   16,981                        4,698                                 21,679                                37,765           2,379                     1,747                                 63,570      
                                                                                                                                                                                                                                           
 Additions - business combinations  3,917                         5,872                                 9,789                                 34,853           9                         -                                     44,651      
 Additions - product development    -                             -                                     -                                     -                -                         21                                    21          
 Additions - purchased software     -                             -                                     -                                     -                211                       -                                     211         
 Foreign exchange adjustments       638                           259                                   897                                   2,129            -                         2                                     3,028       
 At 30 September 2016               21,536                        10,829                                32,365                                74,747           2,599                     1,770                                 111,481     
                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                           
 Amortisation and impairment                                                                                                                                                                                                               
 At 1 April 2015                    2,754                         1,558                                 4,312                                 -                -                         626                                   4,938       
 Amortisation during the period     808                           446                                   1,254                                 -                19                        94                                    1,367       
 Foreign exchange adjustments       (41)                          (33)                                  (74)                                  -                -                         -                                     (74)        
 At 30 September 2015               3,521                         1,971                                 5,492                                 -                19                        720                                   6,231       
                                                                                                                                                                                                                                           
 Amortisation during the period     831                           416                                   1,247                                 -                45                        119                                   1,411       
 Reclassification                   -                             -                                     -                                     -                1,636                     -                                     1,636       
 Foreign exchange adjustments       97                            82                                    179                                   -                -                         -                                     179         
 At 31 March 2016                   4,449                         2,469                                 6,918                                 -                1,700                     839                                   9,457       
                                                                                                                                                                                                                                           
 Amortisation during the period     965                           786                                   1,751                                 -                159                       185                                   2,095       
 Foreign exchange adjustments       121                           108                                   229                                   -                -                         -                                     229         
 At 30 September 2016               5,535                         3,363                                 8,898                                 -                1,859                     1,024                                 11,781      
                                                                                                                                                                                                                                           
                                                                                                                                                                                                                                           
 Net book value                                                                                                                                                                                                                            
 At 30 September 2016               16,001                        7,466                                 23,467                                74,747           740                       746                                   99,700      
                                                                                                                                                                                                                                           
 At 31 March 2016                   12,532                        2,229                                 14,761                                37,765           679                       908                                   54,113      
                                                                                                                                                                                                                                           
 At 30 September 2015               12,826                        2,472                                 15,298                                35,764           212                       823                                   52,097      
                                                                                                                                                                                                                                           
 
 
Goodwill arose on the acquisition of GB Mailing Systems Limited, e-Ware
Interactive Limited, Data Discoveries Holdings Limited, Advanced Checking
Services Limited, Capscan Parent Limited, TMG.tv Limited, CRD (UK) Limited,
DecTech Solutions Pty Ltd, CDMS Limited, Loqate Inc. and IDscan under IFRS,
goodwill is annually tested for impairment. 
 
Intangible assets categorised as 'other acquisition intangibles' include asset
such as non-compete clauses and software technology. 
 
During the year ending 31 March 2016, £317,000 of purchased software assets
(at net book value) were reclassified as intangible assets (previously
classified as tangible assets). 
 
 Notes to the Interim Report  
 
 
12.  SHARE-BASED PAYMENTS 
 
The Group operates Executive Share Option Schemes under which executive
directors, managers and staff of the Company are granted options over shares. 
 
During the six months ended 30 September 2016, the following share options
were granted to executive directors. 
 
 Scheme                         Date              No. of options    Exercise price    Fair value  
                                                                                                  
 Executive Share Matching Plan  8 September 2016  287,290           2.5p              300.5p      
                                                                                                  
 
 
The charge recognised from equity-settled share-based payments in respect of
employee services received during the period was £659,000 (2015: £582,000). 
 
13.  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') and matures in April
2017.  Security on the debt is provided by way of an all asset debenture. 
 
The Group has a 3 year revolving credit facility agreement expiring in
November 2020 which is subject to a limit of £50,000,000. The facility 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. 
 
                                            30 Sept2016    30 Sept2015    31 March2016  
                                            £'000          £'000          £'000         
                                                                                        
 Opening bank loan                          3,742          4,389          4,389         
 New borrowings                             12,000         -              -             
 Repayment of borrowings                    (400)          (351)          (752)         
 Foreign currency translation adjustment    359            (405)          105           
 Closing bank loan                          15,701         3,633          3,742         
                                                                                        
 Analysed as:                                                                           
 Amounts falling due within 12 months       3,701          675            582           
 Amounts falling due after one year         12,000         2,958          3,160         
                                            15,701         3,633          3,742         
 
 
 Notes to the Interim Report  
 
 
14.  RELATED PARTY TRANSACTIONS 
 
During the period, the Group entered into transactions, in the ordinary course
of business, with other related parties.  Transactions entered into and
trading balances outstanding at 30 September are as follows: 
 
 Group                                 Sales to related parties    Purchases from related parties    Net amounts owed by related parties  
                                       £'000                       £'000                             £'000                                  
                                                                                                                                            
 Associates:                                                                                                                                
 30 September 2016                     -                           -                                 -                                      
 30 September 2015                     1                           -                                 -                                      
 31 March 2016                         -                           -                                 -                                      
                                                                                                                                            
 Directors (see below):                                                                                                                     
 30 September 2016                     -                           -                                 -                                      
 30 September 2015                     -                           1                                 -                                      
 31 March 2016                         -                           1                                 -                                      
                                                                                                                                            
 Other related parties (see below):                                                                                                         
 30 September 2016                     23                          -                                 (14)                                   
 30 September 2015                     19                          -                                 -                                      
 31 March 2016                         33                          -                                 (5)                                    
                                                                                                                                            
 
 
The Chairman of the Company incurred some expenses via his consultancy
business Rasche Consulting Limited. 
 
The Chief Executive of the Company is a director of Zuto Limited which is a
client of the Group.  Transactions with Zuto Limited have been reported under
the heading of 'other related parties' in the table above. 
 
A Non-Executive Director of the Company is a director of Avanti Communications
Group Plc which is a client of the Group.  Transactions with Avanti
Communications Group Plc have been reported under the heading of 'other
related parties' in the table above. 
 
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. 
During the six months ended 30 September 2016, the Group has not made any
provision for doubtful debts relating to amounts owed by related parties
(2015: nil). 
 
Compensation of key management personnel (including directors) 
 
                                        Unaudited 6 months to30 Sept2016    Unaudited 6 months to30 Sept2015    Audited Year to31 March2016  
                                        £'000                               £'000                               £'000                        
                                                                                                                                             
 Short-term employee benefits           579                                 440                                 1,520                        
 Post-employment benefits               16                                  12                                  24                           
 Fair value of share options awarded    393                                 929                                 929                          
                                        988                                 1,381                               2,473                        
 
 
 Notes to the Interim Report  
 
 
15.  EQUITY SHARE CAPITAL 
 
During the period 10,296,940 (2015: 2,332,024) ordinary shares with a nominal
value of 2.5p were issued for an aggregate cash consideration of £25,321,000
(2015: £412,000).  The cost associated with the issue of shares was £750,000
(2015: £nil). 
 
                                       30 Sept2016    30 Sept2015    31 March2016  
                                       £'000          £'000          £'000         
 Issued                                                                            
 Allotted, called up and fully paid    3,355          3,077          3,097         
 Share premium                         48,424         23,753         24,111        
                                       51,779         26,830         27,208        
                                                                                   
 
 
16.  BUSINESS COMBINATIONS 
 
Acquisition of ID Scan Biometrics Ltd 
 
On 1 July 2016, the Company acquired 100% of the voting shares of IDscan, a
provider of software that automates on-boarding of customers and employees by
simplifying the identity verification and data capture process. IDscan helps
authentication of documents including passports, visas, ID cards, driving
licenses, utility bills and work permits whilst also capturing facial
biometrics which provides proof that those documents are not stolen. The
combination represents a highly complementary capability set alongside GBG's
unique global Know Your Customer, Anti-Money Laundering and fraud detection
solutions. The Consolidated Statement of Comprehensive Income includes the
results of IDscan for the three month period from the acquisition date. 
 
The fair value of the identifiable assets and liabilities of IDscan as at the
date of acquisition was: 
 
                                                                                             Fair value recognised on acquisition£'000  
 Assets                                                                                                                                 
 Technology intellectual property                                                            5,405                                      
 Customer relationships                                                                      3,917                                      
 Non-compete agreements                                                                      467                                        
 Plant and equipment                                                                         237                                        
 Purchased software                                                                          9                                          
 Acquired goodwill                                                                           12                                         
 Inventory                                                                                   154                                        
 Trade and other receivables                                                                 2,559                                      
 Cash                                                                                        1,208                                      
 Trade and other payables                                                                    (2,900)                                    
 Corporation tax liabilities                                                                 (427)                                      
 Deferred tax liabilities                                                                    (1,818)                                    
 Total identifiable net assets at fair value                                                 8,827                                      
 Goodwill arising on acquisition                                                             34,841                                     
 Total purchase consideration transferred                                                    43,668                                     
                                                                                                                                        
 Purchase consideration:                                                                                                                
 Cash                                                                                        37,000                                     
 Contingent consideration adjustment                                                         6,668                                      
 Total purchase consideration                                                                43,668                                     
                                                                                                                                        
 Analysis of cash flows on acquisition:                                                                                                 
 Transaction costs of the acquisition (included in cash flows from operating activities)     513                                        
 Net cash acquired with the subsidiary (included in cash flows from investing activities)    1,208                                      
 Cash paid                                                                                   (37,000)                                   
 Net cash outflow                                                                            (35,279)                                   
 
 
 Notes to the Interim Report  
 
 
16.  BUSINESS COMBINATIONS (continued) 
 
The fair values above contain certain provisional amounts which will be
finalised no later than one year after the date of acquisition.  Provisional
amounts have been included at 30 September 2016 as a consequence of the timing
and complexity of the acquisition. 
 
The fair value of the acquired trade receivables amounts to £2,200,000. The
gross amount of trade receivables is £2,211,000. 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 IDscan due to their
nature.  These items include the expected value of synergies and an assembled
workforce.  None of the goodwill is expected to be deductible for income tax
purposes. 
 
The transaction costs of £513,000 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, IDscan has contributed £1,758,000 of revenue and
operating profits of £504,000 to the Group.  If the combination had taken
place at the beginning of the year, the Group revenue and operating profits
would have been £39,540,000 and £2,198,000, respectively. 
 
Contingent consideration - IDscan 
 
As part of the share sale and purchase agreement, a contingent consideration
amount of up to £8,000,000 has been agreed. This payment is 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. 
 
At the acquisition date the discounted fair value of the contingent
consideration was estimated at £6,668,000 having been determined from
management's estimates of the range of outcomes and their respective
likelihoods. At 30 September 2016, the value of the contingent consideration
after partial unwinding of the discounting was £6,845,000. Adjustments to the
fair value of the contingent consideration are made in the Consolidated
Statement of Comprehensive Income under IFRS 3 (Revised) Business
Combinations. 
 
Contingent consideration - DecTech 
 
During the period ending 30 September 2016, final settlement of AUS$2,000,000
(£1,026,000) was made relating to the second tranche of the contingent
consideration from the acquisition of DecTech. 
 
 Notes to the Interim Report  
 
 
17.  CONTINGENT CONSIDERATION 
 
 ASSETS                                                     Unaudited30 Sept2016    Unaudited30 Sept2015    Audited31 March2016  
                                                            £'000                   £'000                   £'000                
                                                                                                                                 
 Opening                                                    -                       -                       -                    
 Recognition on the acquisition of subsidiary undertakings  -                       1,280                   1,280                
 Fair value adjustment to contingent consideration          -                       42                      177                  
 Settlement of consideration                                -                       -                       (1,457)              
 Closing                                                    -                       1,322                   -                    
 
 
 Analysed as:                                             
 Amounts falling due within 12 months    -    1,322    -  
                                         -    1,322    -  
 
 
 LIABILITIES                                                Unaudited30 Sept2016    Unaudited30 Sept2015    Audited31 March2016  
                                                            £'000                   £'000                   £'000                
                                                                                                                                 
 Opening                                                    1,050                   6,628                   6,628                
 Recognition on the acquisition of subsidiary undertakings  6,668                   -                       -                    
 Settlement of consideration                                (1,026)                 (4,745)                 (5,745)              
 Unwinding of discount                                      194                     190                     255                  
 Exchange differences on retranslation                      (41)                    (223)                   (88)                 
 Closing                                                    6,845                   1,850                   1,050                
 
 
 Analysed as:                                                     
 Amounts falling due within 12 months    -        1,850    1,050  
 Amounts falling due after one year      6,845    -        -      
                                         6,845    1,850    1,050  
 
 
Exchange differences of £41,000 arose from the retranslation of DecTech into
pounds Sterling for consolidation purposes and are not part of the fair value
movement on the underlying contingent consideration. 
 
 Notes to the Interim Report  
 
 
18.  FINANCIAL INSTRUMENTS - FAIR VALUE MEASUREMENT 
 
The objectives, policies and strategies pursued by the Group in relation to
financial instruments are described within the 2016 Annual Report.  Set out
below is an overview of financial instruments, other than cash and short-term
deposits, held by the Group: 
 
                              30 September 2016        30 September 2015            31 March 2016          
                              Loans and receivables    Fair value profit or loss    Loans and receivables    Fair value profit or loss    Loans and receivables    Fair value profit or loss  
                              £'000                    £'000                        £'000                    £'000                        £'000                    £'000                      
                                                                                                                                                                                              
 Financial assets:                                                                                                                                                                            
 Trade and other receivables  17,669                   -                            13,162                   -                            19,768                   -                          
 Contingent consideration     -                        -                            -                        1,322                        -                        -                          
 Total current                17,669                   -                            13,162                   1,322                        19,768                   -                          
                                                                                                                                                                                              
 Total financial assets       17,669                   -                            13,162                   1,322                        19,768                   -                          
                                                                                                                                               

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