CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
For the six months ended December 31, 2022 and 2021
Six Months Ended December 31
2022
2021
Note
£’000
£’000
REVENUE
5
401,410
305,133
Cost of sales
Direct cost of sales
(249,253)
(189,292)
Allocated cost of sales
(12,243)
(11,090)
Total cost of sales
(261,496)
(200,382)
GROSS PROFIT
139,914
104,751
Selling, general and administrative expenses
(76,242)
(59,624)
Net impairment losses on financial assets
(3,644)
(1,812)
OPERATING PROFIT
60,028
43,315
Net finance (expense) / income
(1,189)
683
PROFIT BEFORE TAX
58,839
43,998
Tax on profit on ordinary activities
7
(12,092)
(8,047)
PROFIT FOR THE PERIOD
46,747
35,951
OTHER COMPREHENSIVE INCOME
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translating foreign operations
823
(1,528)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT
47,570
34,423
EARNINGS PER SHARE:
8
Weighted average number of shares outstanding - Basic
56,962,777
55,911,086
Weighted average number of shares outstanding - Diluted
57,923,559
57,880,029
Basic EPS (£)
0.82
0.64
Diluted EPS (£)
0.81
0.62
The notes hereto form an integral part of these condensed consolidated financial statements.
1
ENDAVA PLC
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
As of December 31, 2022 and June 30, 2022
December 31, 2022
June 30, 2022
£’000
£’000
ASSETS - NON-CURRENT
Goodwill
189,684
145,916
Intangible assets
55,114
56,189
Property, plant and equipment
24,768
21,260
Lease right-of-use assets
62,034
50,818
Financial assets
1,393
2,276
Deferred tax assets
13,491
17,218
TOTAL
346,484
293,677
ASSETS - CURRENT
Trade and other receivables
173,750
162,671
Corporation tax receivable
2,343
2,309
Financial assets
226
392
Cash and cash equivalents
185,323
162,806
TOTAL
361,642
328,178
TOTAL ASSETS
708,126
621,855
LIABILITIES - CURRENT
Lease liabilities
13,768
11,898
Trade and other payables
96,481
98,252
Corporation tax payable
4,245
3,477
Contingent consideration
6,385
4,183
Deferred consideration
9,858
10,604
TOTAL
130,737
128,414
LIABILITIES - NON CURRENT
Lease liabilities
53,953
43,999
Deferred tax liabilities
11,021
10,826
Contingent consideration
—
4,331
Deferred consideration
1,407
1,062
Other liabilities
545
500
TOTAL
66,926
60,718
EQUITY
Share capital
1,150
1,135
Share premium
21,389
9,152
Merger relief reserve
30,003
30,003
Retained earnings
462,767
398,102
Other reserves
(4,691)
(5,514)
Investment in own shares
(155)
(155)
TOTAL
510,463
432,723
TOTAL LIABILITIES AND EQUITY
708,126
621,855
The notes hereto form an integral part of these condensed consolidated financial statements.
2
ENDAVA PLC
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
For the six months ended December 31, 2022 and 2021
Share capital
Share premium
Merger relief reserve
Investment in own shares
Retained earnings
Capital redemption reserve
Other reserves
Foreign exchange translation reserve
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Balance at 30 June 2021 as restated (1)
1,114
247
30,003
(155)
278,839
161
—
(13,760)
296,449
Equity-settled share-based payment transactions
—
—
—
—
24,059
—
—
—
24,059
Exercise of options
16
4,294
—
—
—
—
—
—
4,310
Hyperinflation adjustment
—
—
—
—
147
—
—
—
147
Transaction with owners
16
4,294
—
—
24,206
—
—
—
28,516
Profit for the period
—
—
—
—
35,951
—
—
—
35,951
Other comprehensive income
—
—
—
—
—
—
—
(1,528)
(1,528)
Total comprehensive income for the period
—
—
—
—
35,951
—
—
(1,528)
34,423
Balance at December 31, 2021
1,130
4,541
30,003
(155)
338,996
161
—
(15,288)
359,388
Balance at June 30, 2022
1,135
9,152
30,003
(155)
398,102
161
1,505
(7,180)
432,723
Equity-settled share-based payment transactions
—
—
—
—
17,755
—
—
—
17,755
Exercise of options
13
2,264
—
—
—
—
—
—
2,277
Issue of shares related to acquisition
2
9,973
—
—
—
—
—
—
9,975
Hyperinflation adjustment
—
—
—
—
163
—
—
—
163
Transaction with owners
15
12,237
—
—
17,918
—
—
—
30,170
Profit for the period
—
—
—
—
46,747
—
—
—
46,747
Other comprehensive income
—
—
—
—
—
—
—
823
823
Total comprehensive income for the period
—
—
—
—
46,747
—
—
823
47,570
Balance at December 31, 2022
1,150
21,389
30,003
(155)
462,767
161
1,505
(6,357)
510,463
The notes hereto form an integral part of these condensed consolidated financial statements.
(1)Restated to include the effects of IFRIC agenda decision on cloud configuration and customisation costs and to include the effect of revisions arising from provisional to final acquisition accounting for Five and Levvel (refer to note 3C from our Annual Report on Form 20-F for the fiscal year ended June 30, 2022 for details).
3
ENDAVA PLC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the six months ended December 31, 2022 and 2021
Six Months Ended December 31
2022
2021
Note
£’000
£’000
OPERATING ACTIVITIES
Profit for the period
46,747
35,951
Income tax charge
12,092
8,047
Non-cash adjustments
9
24,974
32,970
Tax paid
(10,047)
(5,701)
Net changes in working capital
9
(7,635)
(16,396)
Net cash from operating activities
66,131
54,871
INVESTING ACTIVITIES
Purchase of non-current assets (tangibles and intangibles)
(7,591)
(7,398)
Proceeds from disposal of non-current assets
16
171
Payment for acquisition of subsidiary, net of cash acquired
(32,397)
(611)
Interest received
797
20
Net cash used in investing activities
(39,175)
(7,818)
FINANCING ACTIVITIES
Proceeds from sublease
237
277
Repayment of lease liabilities
(6,491)
(7,123)
Interest paid
(423)
(475)
Grant received
220
43
Issue of shares
2,266
4,299
Net cash used in financing activities
(4,191)
(2,979)
Net change in cash and cash equivalents
22,765
44,074
Cash and cash equivalents at the beginning of the period
162,806
69,884
Exchange differences on cash and cash equivalents
(248)
218
Cash and cash equivalents at the end of the period
185,323
114,176
The notes hereto form an integral part of these condensed consolidated financial statements.
4
ENDAVA PLC
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.General Information
Reporting Entity
Endava plc (the “Company” and, together with its subsidiaries, the “Group” and each a “Group Entity”) is domiciled in London, United Kingdom. The address of the Company’s registered office is 125 Old Broad Street, London, EC2N 1AR. The Group’s expertise spans the entire ideation-to-production spectrum, creating value for our clients through creation of Product and Technology Strategies and Intelligent Digital Experiences, delivered via world-class engineering and through our broad technical capabilities, grouped into four key areas: Define, Design, Build and Run & Evolve.
These unaudited condensed consolidated financial statements incorporate the financial statements of the Group and entities controlled by the Group as of and for the six months ended December 31, 2022. These condensed financial statements were authorised for issue by the Company's Board of Directors on March 21, 2023.
2.Application of New and Revised International Financial Reporting Standards (“IFRSs”)
Several other amendments and interpretations apply for the first time in fiscal year 2023, but do not have a material impact on these unaudited condensed consolidated financial statements.
The Group does not anticipate that adoption of the following IFRSs will have a material effect on the Group’s consolidated financial statements and related disclosures.
Effective for annual periods beginning on or after January 2022:
•Amendments to Annual Improvements to IFRS Standards 2018-2020
•Amendments to IFRS 3: Business Combinations
•Amendments to IAS 16: Property, Plant and Equipment
•Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets
Effective for annual periods beginning on or after January 2023:
•IFRS 17 - Insurance Contracts
•Amendments to IFRS 17: Insurance contracts: Initial Application of IFRS 17 and IFRS 9 - Comparative Information
•Amendments to IAS 1: Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
•Amendments to IAS 8: Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
•Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
Effective for annual periods beginning on or after January 2024:
5
•Amendment to IFRS 16: Subsequent measurement requirements for sale and leaseback transactions
•Amendment to IAS 1: Non-current Liabilities with Covenants
•Amendments to IAS 1: Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
3.Significant Accounting Policies
a.Statement of compliance
These unaudited condensed consolidated financial statements have been prepared on the basis of accounting policies consistent with those applied in the consolidated financial statements and notes thereto for the year ended June 30, 2022 contained in the Group's Annual Report on Form 20-F filed with the United States Securities and Exchange Commission (the “SEC”) on October 31, 2022 (File No. 001-38607).
The principal accounting policies adopted by the Group in the preparation of the condensed consolidated financial statements are set out below.
b.Basis of Preparation
These condensed consolidated financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended June 30, 2022. These condensed consolidated financial statements do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual consolidated financial statements.
c.Functional and Presentation Currency
The unaudited condensed consolidated financial statements are presented in British Pound Sterling (“Sterling”), which is the Company’s functional currency. All financial information presented in Sterling has been rounded to the nearest thousand, except when otherwise indicated.
d.Use of Estimates and Judgments
The preparation of condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts for assets, liabilities, income and expenses. Actual result may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.
e.Going concern
The Group has been closely monitoring the impact of the developments on its businesses, mainly because the continuous worsening of global business and economic conditions may impact the stability of operations and could have an adverse impact on the earnings of the Group. While there have been disruptions to manufacturing and supply chains around the world, the impact on the Group’s operations and liquidity has not been substantial. The Group continues to support its customers in keeping their supply chains running.
In accordance with IAS 1 “Presentation of financial statements”, and revised FRC (“Financial Reporting Council") guidance on “risk management, internal control and related financial and business reporting”, the Directors have considered the funding and liquidity position of the Group and have assessed the Group’s ability to continue as a going concern for the foreseeable future. In doing so, the Directors have reviewed the Group’s budget
6
and forecasts, and have taken into account all available information about the future for a period of at least, but not limited to, 12 months from the date of approval of these condensed consolidated financial statements.
Having considered the outcome of these assessments, the Directors believe that the Group has adequate resources to continue operations for the foreseeable future, being at least 12 months from the date of approval of these condensed consolidated financial statements, and accordingly continue to adopt the going concern basis in preparing the condensed consolidated financial statements.
f.Basis of Consolidation
(i) Business combinations
Business acquisitions are accounted for using the acquisition method. The results of businesses acquired in a business combination are included in the consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business being recorded at their estimated fair values on the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill.
The Group performs valuations of assets acquired and liabilities assumed on each acquisition accounted for as a business combination and allocates the purchase price to the tangible and intangible assets acquired and liabilities assumed based on management’s best estimate of fair value. The Group determines the appropriate useful life of intangible assets with a finite useful life by performing an analysis of cash flows based on historical experience of the acquired business. Intangible assets are amortized over their estimated useful lives based on the pattern in which the economic benefits associated with the asset are expected to be consumed, which to date has approximated the straight-line method of amortisation.
Any contingent consideration payable is measured at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not re-measured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of contingent consideration are recognised in the statement of comprehensive income.
Transaction costs associated with business combinations are expensed as incurred and are included in selling, general and administrative expenses.
(ii) Subsidiaries
Subsidiaries are entities controlled by the Company. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.
(iii) Transactions eliminated on consolidation
All transactions and balances between Group Entities are eliminated on consolidation, including unrealized gains and losses on transactions between Group Entities. Where unrealised losses on intra-Group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.
g.Revenue
The Group generates revenue primarily from the provision of its services and recognise revenue in accordance with IFRS 15 – “Revenue from Contracts with Customers.”Revenue is measured at fair value of the consideration received, excluding discounts, rebates and taxes.
The Group’s services are generally performed under time-and-material based contracts (where materials consist of travel and out-of-pocket expenses) and fixed-price contracts. The vast majority of our contracts are relatively short term in nature and have a single performance obligation.
7
Under time-and-materials based contracts, the Group charges for services based on daily or hourly rates and bills and collects monthly in arrears. The Company applies the practical expedient and revenue from time-and-materials contracts is recognised based on the right to invoice for services performed, with the corresponding cost of providing those services reflected as cost of sales when incurred.
Under fixed-price contracts, the Group bills and collects periodically throughout the period of performance. Where the Group has an enforceable right to payment for performance to date, revenue is recognised as services are rendered using the input method based on costs incurred as a proportion of total costs expected to be incurred. This method of measuring progress faithfully depicts the transfer of the development services to the customer, as substantially all of these costs are the costs of Endava staff performing the work. In estimating the total cost to fully complete the development work, we consider our history with similar projects. In limited instances where final acceptance of a milestone deliverable is specified by the client and there is risk or uncertainty of acceptance, revenue is deferred until all acceptance criteria have been met and is recognised using the output method. For multi-year contracts, any deferral of revenue recognition does not generally span more than one accounting period.
In addition to provision of IT services priced as either time-and-material or fixed price contracts, a small portion of our revenue is generated from managed service contracts, which can include components of both time-and-material and fixed price. Under managed service contracts, the Group typically bills and collects upon executing the applicable contract and typically recognises revenue over the service period, based on the unit pricing defined.
Variable consideration usually takes the form of volume-based discounts, service level credits, price concessions or incentives. Determining the estimated amount of such variable consideration involves assumptions and judgment that can have an impact on the amount of revenues reported.
The Group accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.The Group identifies its distinct performance obligations under each contract. A performance obligation is a promise in a contract to transfer a distinct product or service to the customer. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring products or services to a customer. With respect to all types of contracts, revenue is only recognised when the performance obligations are satisfied and the control of the services is transferred to the customer, either over time or at a point in time, at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those services. The Group considers the majority of its contracts to have a single performance obligation. In cases in which there are other promises in the contract, a separate price allocation is done based on relative stand alone selling prices. Anticipated profit margins on contracts are reviewed monthly by the Group and, should it be deemed probable that a contract will be unprofitable, any foreseeable loss would be immediately recognised in full and provision would be made to cover the lower of the projected loss from fulfilling the contact and the cost of exiting the contract. The Group has not currently recognised any provision for loss making contracts.
4.Operating Segment Analysis
Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker (“CODM”) in deciding on how to allocate resources and in assessing performance. The CODM is considered to be the Group’s chief executive officer (“CEO”). The CEO reviews financial information presented on a Group level basis for purposes of making operating decisions and assessing financial performance. Therefore, the Group has determined that it operates in a single operating and reportable segment.
8
5.Revenue
Set out below is the disaggregation of the Group’s revenue from contracts with customers by geographical market, based on where the service is being delivered to:
Six months Ended December 31
2022 £’000
2021 £’000
UK
158,700
125,471
North America
135,088
108,664
Europe
89,430
62,834
Rest of the world
18,192
8,164
Total
401,410
305,133
The Group's revenue by industry sector is as follows:
Six months Ended December 31
2022 £’000
2021 £’000
Payments and Financial Services
210,639
154,020
TMT(1)
88,908
75,822
Other
101,863
75,291
Total
401,410
305,133
(1) Technology, Media and Telecommunications ("TMT")
6.Particulars of Employees (including Directors)
Six Months Ended December 31
2022
2021
The average number of staff employed by the group during the period (including directors):
Number of operational staff
11,032
8,825
Number of administrative staff
1,071
879
Number of management staff
8
8
Total
12,111
9,712
7.Tax on Profit on Ordinary Activities
Six Months Ended December 31
2022 £’000
2021 £’000
Current tax
12,092
8,047
Tax for the six months ended December 31, 2022 is charged using the Group’s best estimate of the average annual effective rate expected for the full year applied to the profit before tax of the six month period plus the impact of any one off tax items arising in the period. The resulting effective rate for the six months ended December 31, 2022 is 20.6% (six months ended December 31, 2021: 18.3%).
9
8.Earnings Per Share
Basic earnings per share
Basic EPS is 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.
Six Months Ended December 31
2022 £’000
2021 £’000
Profit for the year, attributable to equity holders of the company
46,747
35,951
Six Months Ended December 31
2022
2021
Weighted average number of shares outstanding
56,962,777
55,911,086
Earnings per share - basic (£)
0.82
0.64
Diluted earnings per share
Diluted EPS is 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 shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares. In accordance with IAS 33 "Earnings Per Share", the dilutive earnings per share are without reference to adjustments in respect of outstanding shares when the impact would be anti-dilutive.
Six Months Ended December 31
2022 £’000
2021 £’000
Profit for the year, attributable to equity holders of the company
46,747
35,951
Six Months Ended December 31
2022
2021
Weighted average number of shares outstanding
56,962,777
55,911,086
Diluted by: options in issue and contingently issuable shares
960,782
1,968,943
Weighted average number of shares outstanding (diluted)
57,923,559
57,880,029
Earnings per share - diluted (£)
0.81
0.62
10
9.Cash Flow Adjustments and Changes in Working Capital
Six Months Ended December 31
Non-cash adjustments
2022 £’000
2021 £’000
Depreciation, amortisation and impairment of non-current assets
16,087
14,186
Interest income
(797)
(20)
Interest expense
1,175
1,053
Foreign exchange loss / (gain)
1,993
(2,164)
Grant income
(1,319)
(60)
Research and development tax credit
(1,200)
(1,000)
Share-based compensation expense
15,909
20,916
Fair value movement on contingent consideration
(7,143)
—
Hyperinflation effect loss
5
7
Fair value movement of financial liabilities
286
217
Gain on disposal of non-current assets
(21)
(81)
Gain on right of use assets disposals
(1)
(84)
Total non-cash adjustments
24,974
32,970
Six Months Ended December 31
Net changes in working capital
2022 £’000
2021 £’000
Increase in trade and other receivables
(6,580)
(24,909)
(Decrease) / Increase in trade and other payables
(1,055)
8,513
Total changes in working capital
(7,635)
(16,396)
Note 10. Revolving Credit Facility
On February 9, 2023, Endava announced the successful closing of a £350 million unsecured, multicurrency revolving credit facility. This facility is for general business purposes, including future capital investments and development activities. The facility replaced Endava’s previous unsecured revolving credit facility of £200 million, which was due to expire on October 12, 2024. It also provides for uncommitted accordion options for up to an aggregate of £150 million in additional borrowing and has two renewal options for one year each.
11
11. Share-Based Payment Arrangements
The Group had the following share-based payment arrangements: Company Share Option Plan (“CSOP”), Joint Share Ownership Plan (“JSOP”), Long Term Incentive Plan (“LTIP”), 2018 Equity Incentive plan (“EIP”) and 2018 Sharesave Plan (“SAYE”).
During the reporting period, "Share Success" ("SS") options were granted under the EIP to all eligible employees at the prescribed eligibility date. The SS options are disclosed separately to other awards under the EIP.
The number, weighted-average exercise price, weighted average share price at exercise date and average contractual life of the share options under the above arrangements were as follows:
CSOP
JSOP
LTIP
EIP
SAYE
SS
Options outstanding at July 1, 2022
5,845
34,075
96,324
1,158,575
598,614
445,491
Options granted during the period
—
—
—
434,972
—
1,211,905
Options exercised during the period
—
—
45,312
522,161
118,178
—
Options forfeited during the period
—
—
—
20,475
15,089
54,580
Options outstanding at December 31, 2022
5,845
34,075
51,012
1,050,911
465,347
1,602,816
Weighted average exercise price December 31, 2022 - £
0.90
—
—
—
38.08
66.99
Weighted average share price at exercise date FY23 - £
—
—
60.90
59.99
63.99
—
Weighted average contractual life December 31, 2022 - years
1
14
2
2
1
6
The fair values were determined using the following inputs and models to the Black-Scholes option pricing model for EIP SS grants in 2021 and 2022.
2022 SS
2021 SS
Exercise price
£
54.52
£
92.02
Risk-free rate
4.23
%
0.59
%
Expected volatility
50.36
%
45.23
%
Expected dividends
—
—
Fair value of option
£
35.68
£
58.07
Other options granted under the Group's equity plans have a nil exercise price, therefore their fair value equals the share price at grant date.
For the six months ended December 31, 2022, the Group recognised £15.90 million of share-based payment charge in respect of all the Group’s share option schemes (December 31, 2020: £20.90 million).
12. Business combinations
On October 6, 2022, Endava announced the acquisition of all of the issued and outstanding equity of Lexicon Digital Pty Ltd and Lexicon Consolidated Holdings Pty Ltd, headquartered in Melbourne, Australia (“Lexicon”). Lexicon is an Australian-based technology consulting, design and engineering firm who partners with clients to build new digital solutions or accelerate digital transformation programs across enterprise systems, products and IoT using an agile delivery methodology. Lexicon’s clients include Australia’s market leaders in the insurance and wealth management sectors and an array of companies in other sectors, including entertainment, retail, agribusiness and automotive. Lexicon has 127 billable staff member in Australia (with offices in Melbourne and Sydney) and Vietnam (Ho Chi Minh).
12
The acquisition accounting of Lexicon was considered provisional as at 31 December 2022, pending final conclusion on the fair value of total consideration transferred, fair value of net assets acquired and resulting goodwill.
The consideration includes elements of cash, equity, deferred and contingent consideration. The following table summarises the acquisition date fair values of each major class of consideration transferred:
£’000
Initial cash consideration
32,025
Equity consideration
9,975
Fair value of deferred consideration
1,416
Fair value of contingent consideration
4,959
Total consideration transferred
48,375
Under the Lexicon Share Purchase Agreement, the Group paid the former equity holders of Lexicon a cash purchase price of £32.0 million, including post closing adjustments on the cash, debt and working capital of Lexicon. 144,926 Class A shares were issued to the Sellers subject to a lock-up period with a fair value of equity consideration of £10.0 million, using a share price at acquisition date of £44.92. In addition, the Group recognised a deferred consideration with a fair value of £1.4 million attributed to a holdback amount, payable within 24 months of acquisition date. The deferred consideration is measured at amortised cost using the effective interest rate method. The fair value at the balance sheet date approximates to its carrying value.
The Group also recognised a fair value of £5.0 million of consideration contingent upon fulfillment of certain earn-out conditions related to revenue and EBITDA of Lexicon during the earn-out period. Management estimated 59% payout of the contingent consideration using probability-weighted outcomes. The fair value was then determined by applying an appropriate discount rate that embeds the risk included in the projections used in the scenarios. Any subsequent revaluations to contingent consideration as a result of changes in such estimations are recognised in the consolidated statement of comprehensive income.
Under the Lexicon Purchase Agreement, there are other amounts in the form of restricted share units under the 2018 Equity Incentive Plan, that are payable in future periods based on the continued service of certain Lexicon employees. As all restricted share units are based on continued service provided to the post-combination entity, they have been excluded from consideration and will instead be accounted for as ongoing remuneration under IFRS 2.
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows:
£’000
Intangible assets - client relationships
4,532
Property, plant and equipment
51
Right of use assets
299
Deferred tax asset
136
Cash and cash equivalents
1,824
Trade and other receivables
2,098
Lease liabilities
(319)
Trade and other payables
(1,192)
Corporation tax payable
(825)
Deferred tax liability
(1,360)
Fair value of net assets acquired
5,244
13
Other than intangible assets, the fair value approximates the carrying value of the net assets acquired.
Intangible assets subject to valuation include client relationships. The multi period excess earnings method (“MEEM”) was applied to determine the fair value of the client relationship intangible asset. The fair value determined under this approach is a function of the following: (1) future revenues expected to be generated by these assets and the profitability of these assets; (2) identification of the contribution of other tangible and intangible assets to the cash flows of these assets to apply an appropriate capital charge against the cash flows; and (3) determination of the appropriate risk-adjusted discount rate to calculate the present value of the stream of anticipated cash flows. An estimate was made by the Group regarding the amount of future revenues that could be attributed to Lexicon’s clients that existed as of the acquisition date. This revenue projection was based on management’s expectation of future revenue streams. As the estimate of fair value for the customer related asset is based on MEEM, consideration was given to contributions to earnings from “contributory assets” other than customer relationships, in order to isolate the cash flows attributable to the customer related asset inclusive of other assets. The after-tax residual cash flows attributable to existing customers were discounted to a present value.
Deferred tax
The deferred tax liability at acquisition on the client relationship was £1.4 million based on a book base of £4.5 million and a tax base of nil at the date of acquisition.
Goodwill
Goodwill arising from the acquisition has been recognised as follows:
£’000
Consideration transferred
48,375
Fair value of net assets acquired
(5,244)
Goodwill
43,131
The goodwill arising from the acquisition represents the knowledge and experience of the workforce, who are instrumental to securing future revenue growth, the new customer relationships anticipated to arise post-acquisition and a proportion of goodwill that is, by its nature, unidentifiable and represents modus operandi of all the assets combined, which generates profits.
Acquisition related costs in the form of legal and professional fees of £0.7 million were expensed as incurred and are presented under selling, general and administrative expenses.
13. Subsequent events
There were no material subsequent events from the end of the reporting period until the date of signing of this report that would require and adjustment to or disclosure in the condensed consolidated financial statements.
