Final Results

RNS Number : 2921L
NCC Group PLC
03 July 2014
 



3 July 2014

 

NCC Group plc

 

Strong organic growth drives earnings up 12% and dividend up 13%

 

NCC Group plc (LSE: NCC, "NCC Group" or "the Group"), the international, independent provider of Escrow, Assurance and Domain Services, has reported its full year results for the 12 months to 31 May 2014.

 

Financial

§ Group revenue increased by 12% to £110.7m (2013: £99.2m), 15% on a constant currency basis

§ Adjusted Group operating profit* up 9% to £26.0m (2013: £23.9m) after £2.1m (2013: £1.2m) of expenses relating to Domain Services and .trust

§ Reported operating profit £24.1m (2013: £19.8m)

§ Group adjusted pre-tax profit* up 10% to £25.3m (2013: £23.0m)

§ Adjusted fully diluted earnings per share* up 11% to 9.3p (2013: 8.4p)

§ Total dividend up 13% to 3.5p (2013: 3.1p) - since the Group's IPO in July 2004, the dividend has increased from 0.42p, a compound annual growth rate of 27%.

§ Cash conversion 120% of operating profit (2013: 116%)

Operational

§ Group Escrow revenue grew by 7% (2013: 2%)

§ Assurance Division revenue growth up 13% (2013: 18%)

Outlook for 2014/2015

§ Escrow renewals forecast at £18.0m (2013: £17.9m)

§ Escrow verification order book £2.9m (2013: £2.3m)

§ Assurance Testing order book and renewals up 5% to £32.1m (2013: £30.7m)

§ New secure Internet domain, .trust, launched within new business division, Domain Services

 

*Operating profit is adjusted for amortisation of acquired intangibles of £2.1m (2013: £3.6m), exceptional items of £1.3m profit (2013: £0.3m profit) and share based payment charges of £1.1m (2013: £0.8m). Pre-tax profit is adjusted for these items and the unwinding of the discount on the acquisitions' contingent consideration of £0.1m (2013: £0.2m). 

 

Rob Cotton, Group Chief Executive, comments:

 

"Our established divisions have produced another strong year of growth, with sales and profit showing double digit growth. We are also now poised to expand on these strong foundations with the newly launched Domain Services division.

 

"The information security and cyber security markets are evolving continuously and growing at an unstoppable pace. All three of our divisions have strong market positions and a widening range of new products and services to address these growing opportunities. 

 

"Taking into account all our renewals, order books and renewal forecasts, we have forward visibility of some £53m of revenues at this very early stage of the year. 

 

"We have started the year strongly - in line with the Board's expectations - and with this forward visibility are well-placed to deliver sustained long term growth."

 

Enquiries:

 

NCC Group  (www.nccgroup.com)

+44 (0)161 209 5432

Rob Cotton, Chief Executive


Atul Patel, Group Finance Director




Instinctif Partners


Adrian Duffield/Kathy Gordon

+44 (0)20 7457 2020

 

About NCC Group

 

NCC Group is a global information assurance specialist providing organisations worldwide with expert escrow and verification, cyber security consulting, website performance, software testing and domain services.

 

NCC Group operates three main complementary divisions, NCC Group Escrow, NCC Group Assurance and NCC Group Domain Services with 20 offices across the UK, mainland Europe, North America and Australia providing comprehensive end-to-end information assurance for over 15,000 organisations worldwide.

 

The Group employs close to 1,000 employees around the world in information security, assurance and technology.

 

NCC Group is committed to making the Internet a safer place with its .trust domain service.  Creating a safe gated Internet community, .trust will be used by organisations to protect their brand, reputation and sensitive customer information

 

Overview

 

The Group has seen another year of tangible progress, strategically, operationally and financially.  Both trading divisions grew organically and the newly launched Domain Services division continues to develop its tools and services to provide a safer Internet to businesses and consumers.

 

The Escrow business has developed a new SaaS (Software as a Service) offering for customers running systems in the Cloud, which offers excellent value and the strongest protection available in the global market today.

 

In line with the Group's acquisition strategy, NCC Group has added another small independent security testing company to its Assurance division to complement its geographical presence.  FortConsult, based in Denmark is one of the leading Nordic security testing services providers.  Its addition will increase the Group's footprint in Europe and also provide customers with one-stop testing services across the region.

 

Two years ago, NCC Group took the strategic decision to develop a third division providing domain services as part of its vision to create a safer Internet for all.   The Group has invested heavily in the newly formed NCC Group Domain Services division.  It acquired the new generic top level domain .trust, subject to ICANN delegation processes, to help accelerate the delivery of the full service.

 

The service was launched, on time and budget, at the beginning of the current financial year on 20 June 2014.  The Domain Services division promises to be an exciting development for the Group and one that is anticipated to show strong returns in future years.

 

NCC Group's strategy is to develop the three complementary divisions both organically and by acquisition delivering excellent service and value for money to its customers, which will drive growth across the Group.

 

In the last 12 months Group revenues grew organically by 12% to £110.4m (2013: £99.2m).

           

Adjusted pre-tax profits and adjusted fully diluted earnings per share were up 10% and 11% to £25.3m and 9.3p respectively. The Group continues to be highly cash generative with operating cash conversion representing 120% of operating profit (2013: 116%).

 

Reflecting the progressive dividend policy, which at least tracks earnings growth, a final dividend of 2.36p is recommended by the Board, making a total for the year of 3.50p, up 13%. 

 

Outlook

 

Across the Group the year has started well.

 

The whole organisation is focused on client risk mitigation and delivering peace of mind, through a complementary range of services offered to global clients to address business issues.

 

Escrow renewals are forecast to be £18.0m (2013: £17.9m) and the verification order book is £2.9m (2013: £2.3m), of which £0.9m (2013: £0.7m) relates to Escrow Europe and Escrow US. 

 

The Assurance division's order books are £25.3m (2013: £24.2m) and with this, it forecasts £6.8m (2013: £6.5m) of monitoring renewals for the current financial year.

 

Domain Services continues to develop its systems, processes and policies, with a view to being able to offer a service to its customers through .trust from the first half of the current financial year. This complex development will always remain subject to ICANN timetable delays, although it is currently thought that the go live date of October is likely to be achieved. The expectation is that there will be at least 20 customers signed up by the end of the financial year 2015 and 70 by 31 May 2016.

 

As stated on 20 June 2014, the Board expects Domain Services to generate revenue in the current financial year of £1.0m, increasing to around £5.0m in the following financial year.   The Group expects a divisional operating loss in the order of some £4.3m in the current financial year. However, this division is anticipated to make a positive contribution in the financial year to May 2016 with a divisional margin target of approximately 25% thereafter.

 

The outlook for NCC Group remains extremely promising.  The economic uplift will help all businesses and the progress made by Domain Services to date suggests that it will become a significant contributor in the coming years.

 

With the Group's strong market position and widening range of new products and services to address growing markets, the Board is confident that the Group can continue to deliver sustainable growth and enhanced shareholder value.

 

Financial review

 

Revenue

 

Overall for the financial year ended 31 May 2014 the Group increased revenue by 12% to £110.7m (2013: £99.2m) with the revenue split being 49%:51% (2013: 48%:52%) between the first and second halves of the year. 

 

On a constant currency basis, the Group revenue growth would have been 15% as both the dollar and euro remained weak against the pound.  Due to the natural hedging through the intercompany loans, the impact on the Group's operating profits was minimal with a charge of £0.1m being taken.  The Group does not speculate against currency fluctuations. 

 

Escrow now accounts for 28% of the Group's revenue (2013: 29%) as the Assurance business saw faster organic growth and benefitted from acquisitions. 

 

The Group's recurring income remained significant.  In Escrow UK over 88% of all contracts renewed (2013: 88%). Assurance saw 76% of its revenues renewed (2013: 77%), this now represents 46% of all customers (2013: 52%).  In addition, 91% (2013: 91%) of the performance monitoring revenues renewed and are recurring.

 

The increasing number of customers that renew in Assurance has resulted in renewing Assurance customers' expenditure increasing from £68,821 to £73,225 with total average customer spend marginally increasing to £44,689 from £38,425.

 

In the year 60% (2013: 64%) of revenue, £66.4m (2013: £63.1m) was derived from the UK.   Europe contributed £10.5m (2013: £7.7m) with the Rest of the World revenue increasing strongly to £33.8m (2013: £28.4m), some 31% of Group revenue.

 

The Group continued to have minimal reliance on any one customer or sector.  Within Assurance the largest customer represents 6% of Assurance revenue which is 4% of Group revenue.  The largest customer in Escrow is 1% of total Escrow revenue.

 

 

Top three sectors by division

Escrow

Assurance

Software computer services

25%

36%

Banks & insurance

42%

28%

Telecoms

3%

7%

 

Escrow  

 

The Group's Escrow businesses have always been and will continue to be, the cornerstone of NCC Group's profitability. They produce a substantial margin and very strong cash conversion as well as a high degree of recurring revenue, due to the consistent contracts renewals rate of over 88%. 

 

The Escrow division increased revenue by 7% to £30.5m (2013: £28.5m) and profitability grew by 8% to £18.1m (2013: £16.7m) with the UK contributing 81% (2013: 81%). 

 

Escrow recurring revenues, renewals, grew to £17.9m (2013: £17.7m).  Verification revenues grew by 23% in the year to £7.5m (2013: £6.1m).

 

Escrow UK revenue was £22.5m (2013: £20.9m).  This 8% growth in revenue (2013: 3%) was delivered through contract growth and verifications, with only a limited amount coming from the effects of a price increase. 

 

Escrow UK recurring revenues increased to £12.8m (2013: £12.4m) and terminations remain below 12%. 

 

Escrow US revenues grew by 5% to £4.7m (2013: £4.4m) and Escrow Europe revenues grew by 3% to £3.3m (2013: £3.2m). 

 

Escrow UK now has 103 employees (2013: 96), Escrow Europe has 17 employees (2013: 17) and the North American Escrow businesses have 38 employees (2013: 38).

 

Assurance

 

The Assurance division is divided into two areas, cyber security consultancy services and web performance and load testing. 

 

Cyber security consultancy and testing includes penetration and application security testing, operational response, forensics and managed monitoring along with the compliance based services such as social engineering, card and information security standards and auditing.  Web performance testing involves continuously monitoring the performance and load capability of organisations' websites.

 

Assurance revenues increased by 13% to £80.2m (2013: £70.7m) and profitability grew by 17% to £14.0m (2013: £12.0m).  The acquisition of FortConsult had less than a percentage point impact on organic growth, as it was only purchased for one month of the reported period.

 

Cyber security consultancy and testing revenues grew 15% to £71.0m (2013: £61.9m), although the Group ensured that utilisation rates remained at a suitably low level to combat any staff retention issues.  The business unit employs 521 employees globally (2013: 444) and uses 122 associates.

 

Web Performance had a recurring revenue rate of 91% (2013: 91%), which continues its strong track record of client retention.  The challenge facing this business unit will be to complete the product developments and derive revenues from them in the new financial year.  During the year the business area grew by 5%.  The business unit employs 69 employees globally (2013: 59).

 

Domain Services - creating a safer Internet - .trust

 

In May 2012, the Group applied to register a generic top level domain (gTLD), .secure, as part of the ICANN programme to create a new set of gTLDs, so as to create a universal environment for end users to operate and navigate the Internet with complete safety and security.

 

The Group established a new wholly owned subsidiary, in California, to develop the critical infrastructure and know-how to deliver this project.  The Group also decided to create a best in class registrar to serve Group customers directly.

 

Up to the end of the financial year, the Group has invested in total £8.3m in this project, of which £5.0m has been capitalised.  During the financial year, the Group invested a total of £5.6m (2013: £2.3m) in the project of which £2.1m (2013: £1.2m) has been expensed, as the costs were in respect of sales and marketing.

 

During the year, the Group acquired the rights to the gTLD .trust, subject to ICANN delegation processes and procedures, in order to provide the platform from which the service could be launched.  This is planned for the first half of the new financial year, subject to ICANN process delays or slippages that may occur. 

 

The initial application for a gTLD .secure remains in contention as the Group was one of two companies who applied for it.  This will be resolved during the current financial year in accordance with ICANN rules.

 

Profitability and margins

 

NCC Group continues to generate strong margins and adjusted Group operating profit grew by 9% to £26.0m (2013: £23.9m), including operational expenditure of £2.1m in Domain Services and excluding the amortisation of acquired intangibles, exceptional items and share-based charges as set out in the table below.

 

Despite the increased percentage of revenue from the non-escrow businesses and the effects of the Domain Services operational expenditure, overall adjusted operating margins remained strong at 24% (2013: 24%).

 

The Escrow division's operating margins remained strong at 59% (2013: 59%) whilst the Assurance division improved its margins through pricing to 18% (2013: 17%).

 


2014

2013

 


£000

£000

 

Reported profit before tax

23,211

18,758

 

Amortisation of acquired intangible assets

2,116

3,612

 

Share based payments

1,108

760

 

Exceptional items - see note 3

(1,268)

(261)

 

Unwinding of discount on contingent consideration

120

167

 

Adjusted profit before tax

25,287

23,036

 

Net financing costs

741

902

 

Adjusted operating profit

26,028

23,938

 




 

Reported operating profit

24,072

19,827

 

Adjusted Group pre-tax profit improved to £25.3m (2013: £23.0m) after an interest charge of £0.7m. 

 

The Group's reported pre-tax profit was £23.2m (2013: £18.8m), after the inclusion of the unwinding of the discount on the acquisitions' contingent consideration, amortisation of acquired intangible assets, share based payment charges and the exceptional items.

 

Taxation

 

The Group's effective tax rate is 22% (2013: 23%), which is marginally below the average standard UK rate of 23% (2013: 24%).  The effective tax rate remains low due to the continued investment in Domain Services and the US tax treatment of these costs.

 

Earnings per share

 

The adjusted basic earnings per share from continuing operations increased 10% to 9.5p (2013: 8.6p).  The table shows the effect on the Group's basic earnings per share of the amortisation of acquired intangibles, share based payment charges, unwinding of the discount on the contingent consideration for acquisitions and the effect of the exceptional items.

 


 

2014

Pence

 

2013

 Pence

Basic EPS as per the income statement

8.7

7.0

Amortisation of acquired intangibles

0.8

1.3

Exceptional items

(0.5)

(0.1)

Unwinding of the discount on the contingent consideration of the acquisitions

0.1

0.1

Share based payments

0.4

0.3

Adjusted basic EPS

9.5

8.6

 

The adjusted fully diluted earnings per share from continuing operations increased 11% to 9.3p (2013: 8.4p) while reported fully diluted earnings per share was 8.6p (2013: 6.9p). 

 

Dividends

 

The Board is recommending a final dividend of 2.36p per ordinary share, making a total for the year of 3.50p.  This represents cover of 2.7 times (2013: 2.8 times) based on basic adjusted earnings per share from continuing operations.  Since the Group's flotation in July 2004, the dividend has increased from 0.42p, a compound annual growth rate of 27%.

 

If approved at the Annual General Meeting, the dividend will be paid on 26 September 2014 to shareholders on the register at the close of business on 29 August 2014.  The ex-dividend date will be 27 August 2014. 

 

Cash

 

The Group continues to be highly cash generative with an operating cash flow before interest and tax of £28.9m (2013: £23.0m), which gives a cash conversion ratio of 120% of operating profit before interest and tax (2013: 116%).  It is expected as the mix of business continues to change due to the increase in Assurance revenues, the percentage will be between 100% and 110%.

 

After accounting for net cash outflows of £4.3m for acquisitions and contingent acquisition payments, the Group ended the year with net debt of £23.6m (2013: £25.3m).

 

Total capital expenditure remained tightly controlled at £10.8m (2013: £4.9m) which includes the Group's continued investment (£3.5m) in Domain Services. 

 

In the current financial year, during the implementation phase of Domain Services, the Group will continue to invest heavily in the project and expects to spend some £5.0m on capital expenditure.  In the next financial year to May 2016, the investment programme is expected to drop to some £1.6m and thereafter to approximately £0.5m.

 

The Group's banking facility with the Royal Bank of Scotland, which provides a £40m revolving credit facility and a £5m overdraft, runs until July 2016.  Interest on the facility is charged between 1.5% and 2.25% over LIBOR based on the Group's net debt/EBITDA ratio.

 

The facility provides the Group with the necessary capacity to meet its current acquisition objectives, although this is regularly reviewed to ensure that unnecessary fees are not incurred due to non-utilisation.  The Group was utilising64% of the facility at the year-end.

 

Operational review

 

Strategy

 

NCC Group is a global information assurance specialist providing organisations worldwide with expert escrow and verification, cyber security consultancy, web performance, software testing and domain services. 

 

The Group set about building its future around the software escrow business whilst looking for new areas of growth in the then uncharted territory of information and cyber security.  Since then, through carefully constructed, controlled and sustainable organic growth along with well planned and executed strategic acquisitions, the Group has developed into a leading global provider in both areas.

 

The Group operates in three distinct but complementary divisions; Escrow, Assurance and Domain Services, which do not cross sell directly but do share information, intelligence and relationships to ensure that the appropriate products in its portfolio are introduced to the Group's clients.

 

All divisions are tasked with and measured on providing the best client service allied to offering appropriate services to help mitigate risk.  The Group is cautiously acquisitive and will remain so, looking for complementary small to medium sized businesses that either further strengthen market position, geographic presence and/or extend the service offering.

 

Employees

 

The talent, dedication and experience of the people employed are key to the Group's success.  The motivation and retention of staff remains vital for the Group's future.  NCC Group aims to be the employer of choice.  It proactively monitors staff retention and manages all aspects of individuals' roles, responsibilities and aspirations.

 

Escrow

 

The Escrow Division is the cornerstone of the Group.  The fundamentals of the Group are fully encapsulated in the product, which is based around the very highest standards of customer care and equitable treatment to both customers in the contractual relationship.

 

Escrow offers a high value product for a low, in comparison, investment.  Due to its importance to clients, it provides the Group with good recurring revenues along with good margins. 

 

The cash flow and profitability of Escrow are reinvested to produce not only better Escrow products and services but also other areas of complementary services to help clients mitigate their information and cyber security risks through the Group's two other divisions.

 

The Group is committed to developing its escrow proposition further by providing new innovative solutions to evolve with the market.  To date this has seen investments in SaaS and ICANN escrow solutions.

 

Assurance

 

The strategic direction and cultural philosophy of the Assurance Division is about evolution, and so research is key to being successful in the market place. Information and cyber security are constantly and rapidly changing with new areas of concern or vulnerabilities frequently and regularly being discovered.  To stay ahead in what has become a cyber-arms race, the corporate culture is aligned with this rapid and constant change.  The Group has created boutique ways of working and cultural values that encourage individuals to fulfil their full creative potential.

 

Apart from determining security weaknesses, the Group is also committed to making the Internet a safer place.  While combatting the threat of cyber-crime is a clearly stated objective, so is finding a safe way for the world to navigate, communicate and transact on the Internet. 

 

The Division's strategy is to constantly demand the generation of new ideas and initiatives to fulfil this.  However, whilst not all ideas make it to product development or design, each is critically, technically and commercially appraised before any financial commitment is made.

 

To allow this creativity to flow there is a requirement that the organisation is committed to remaining independent, product agnostic and not to be a reseller of third parties products, software or services.  Equally this extends to not providing white label solutions for third parties to resell or to enter into any strategic alliances that could in any way appear to compromise the Group's objectivity or independence.

 

Domain Services

 

The strategic objective of the Division is to create a universal environment, a secure gated community through the .trust top level domain, that will provide a safer and more trustworthy Internet for both businesses and consumers.

 

Applicants for a .trust domain will have to verify their identity, ensure their organisation is secure by complying to a strict and specific code of security policies, and assure their infrastructure remains safe by undergoing regular compliance scanning.

 

The policies have been developed by a coalition of industry and NCC Group experts, and adhering to them will help provide comprehensive protection from vulnerabilities that threaten to compromise integrity, availability and privacy.

 

The business model is based around high renewal rates, good margins and the highest standard of customer service.  The take on of new customers will be slow and cautious ensuring that each transition to .trust has been successful before embarking on the next one.

 

The long term strategy is that Domain Services and Assurance will develop a symbiotic relationship as the opportunities to cross sell Assurance services increases as the .trust community grows.

 

Business performance measures

 

The Group manages the business using the KPI's shown in the table below.  Reporting is daily, weekly and monthly and has different levels of granularity according to each manager's responsibility.  The provision of accurate and quick management information has always been integral to the Group.

 

 

KPI

31 May 2014

31 May 2013

% Change

Group Revenue

£110.7m

£99.2m

12%

Group Escrow Revenue

£30.5m

£28.5m

7%

Group Assurance Revenue

£80.2m

£70.7m

13%

Escrow operating Profits

£18.1m

£16.7m

8%

Assurance operating profits

£14.0m

£12.0m

17%

Adjusted operating Profits

£26.0m

£23.9m

9%

Corporate overheads

£4.0m

£3.6m

11%

Adjusted Profit before tax

£25.3m

£23.0m

10%

Reported Profit before tax

£23.2m

£18.8m

23%

Adjusted basic earnings per share

9.49p

8.60p

10%

Group Escrow margins

59%

59%

-

Group Assurance margins

18%

17%

3%

Escrow termination rates

12%

12%

-

Group headcount including associates

991

931

6%

Assurance headcount

590

503

17%

Escrow headcount

158

151

5%

Net debt

£23.6m

£25.3m

(7%)

Cash conversion ratio

120%

116%

3%

 

 

Consolidated income statement

For the year ended 31 May 2014







2014

2013



£000

£000









Revenue


110,661

99,225

Cost of sales


(71,193)

(63,376)

Gross profit


39,468

35,849





Administrative expenses before amortisation of acquired intangible assets, share based payments, impairment losses and exceptional items


(13,440)

(11,911)

Operating profit before amortisation of acquired intangibles, share based payments, impairment losses and exceptional items


26,028

23,938

Amortisation of acquired intangible assets


(2,116)

(3,612)

Share based payments


(1,108)

(760)

Exceptional items


1,268

261

Total administrative expenses


(15,396)

(16,022)





Operating profit


24,072

19,827





Financial income


24

18

Finance expense excluding unwinding of discount


(765)

(920)

Net financing costs excluding unwinding of discount


(741)

(902)

Unwinding of discount relating to contingent consideration on business combinations


(120)

(167)

Financial expenses


(885)

(1,087)





Net financing costs


(861)

(1,069)





Profit before taxation


23,211

18,758

Taxation


(5,104)

(4,274)

Profit for the year


18,107

14,484





Attributable to equity holders of the parent company


18,107

14,484





Earnings per share from continuing operations




Basic earnings per share


8.7p

7.0p

Diluted earnings per share


8.6p

6.9p





 

 

Consolidated Statement of comprehensive income

for the year ended 31 May 2014

 




2014

2013




£000

£000






Profit for the period



18,107

14,484






Items that will not be reclassified to profit or loss



-

-






Items that may be reclassified subsequently to profit or loss (net of tax)





Foreign exchange translation differences



(1,968)

876

Total comprehensive income for the period, net of tax



16,139

15,360






Attributable to:





Equity holders of the parent



16,139

15,360






 

Consolidated statement of financial position

at 31 May 2014

 



2014

2013



 £000

 £000

 £000

  £000

Non-current assets






Intangible assets


110,064


105,680


Plant and equipment


6,244


5,131


Deferred tax assets


2,299


987


Total non-current assets



118,607


111,798







Current assets






Trade and other receivables


28,691


24,474


Cash and cash equivalents


11,212


4,589


Total current assets


39,903


29,063








Total assets



158,510


140,861







Equity






Issued capital


2,085


2,075


Share premium


23,634


23,086


Reserve for own shares


(1,075)


-


Retained earnings


56,003


44,392


Currency translation reserve


(1,051)


917


Total equity attributable to equity holders of the parent



79,596


70,470







Non-current liabilities






Other financial liabilities


484


577


Deferred tax liability


2,444


1,048


Contingent consideration

on acquisitions


1,001


4,765


Interest bearing loans


34,786


29,852


Total non-current liabilities



38,715


36,242







Current liabilities






Trade and other payables


17,363


12,554


Contingent consideration on acquisitions


2,940


2,177


Deferred revenue


17,207


16,847


Current tax payable


2,689


2,571


Total current liabilities



40,199


34,149

Total liabilities



78,914


70,391

Total liabilities and equity



158,510


140,861

 

Consolidated statement of cash flows

for the year ended 31 May 2014

 



2014

2013



£000

£000

Cash flow from operating activities




Profit for the year


18,107

14,484

Adjustments for:




Depreciation charge


2,092

1,964

Share based charges (net of national insurance contributions)


887

690

Amortisation of intangible assets


2,438

3,929

Net financing costs


861

1,069

Loss/(profit) on sale of plant and equipment


10

(27)

Adjustments to contingent consideration


(1,894)

(1,239)

Income tax expense


5,104

4,274

Cash inflow for the year before changes in working capital


27,605

25,144

Increase in trade and other receivables


(3,414)

(2,482)

Increase in trade and other payables


4,661

289

Cash generated from operating activities before interest and tax

28,852

22,951

Interest paid


(798)

(791)

Income taxes paid


(4,489)

(2,993)

Net cash generated from operating activities


23,565

19,167





Cash flows from investing activities




Interest received


24

18

Acquisition of plant and equipment


(3,237)

(1,974)

Software and development expenditure


(7,520)

(2,895)

Acquisition of business net of cash acquired


(4,249)

(10,455)

Net cash used in investing activities


(14,982)

(15,306)





Cash flows from financing activities




Purchase of own shares


(2,123)

-

Proceeds from the issue of ordinary share capital


558

294

Draw down of borrowings


6,838

1,157

Equity dividends paid


(6,778)

(5,830)

Net cash used in financing activities


(1,505)

(4,379)





Net increase/(decrease) in cash and cash equivalents


7,078

(518)









Cash and cash equivalents at beginning of year


4,589

5,450

Effect of foreign currency


(455)

(343)

Cash and cash equivalents at end of year


11,212

4,589





 

Statements of changes of equity

for the year ended 31 May 2014

 

Group


Issued

Share

 capital

 

Share

 Premium

Currency

Translation

reserve

Reserve

for own

shares

 

Retained

earnings

 

 

Total


£000

£000

£000

£000

£000

£000








Balance at 1 June 2012

343

23,244

41

-

36,730

60,358








Profit for the year

-

-

-

-

14,484

14,484

Foreign currency translation differences

-

-

876

-

-

876

Total comprehensive income for the period

-

-

876

-

14,484

15,360








Transactions with owners recorded directly in equity







Dividends to equity shareholders

-

-

-

-

(5,830)

(5,830)

Share bonus issue

1,729

(1,729)

-

-

-

-

Share based payment transactions

-

-

-

-

690

690

Current and deferred tax on share based payments

-

-

-

-

(402)

(402)

Shares issued

3

291

-

-

-

294

Purchase of own shares

-

1,280

-

-

(1,280)

-

Total contributions by and distributions to owners

1,732

(158)

-

-

(6,822)

(5,248)








Balance at 31 May 2013

2,075

23,086

917

-

44,392

70,470









Issued

Share

capital

 

Share

 Premium

Currency

Translation

reserve

Reserve

for own

shares

 

Retained

 earnings

 

 

Total


£000

£000

£000

£000

£000

£000








Balance at 1 June 2013

2,075

23,086

917

-

44,392

70,470








Profit for the year

-

-

-

-

18,107

18,107

Foreign currency translation differences

-

-

(1,968)

-

-

(1,968)

Total comprehensive income for the period

-

-

(1,968)

-

18,107

16,139








Transactions with owners recorded directly in equity







Dividends to equity shareholders

-

-

-

-

(6,778)

(6,778)

Share based payment transactions

-

-

-

-

887

887

Current and deferred tax on share based payments

-

-

-

-

443

443

Shares issued

10

548

-

-

-

558

Purchase of own shares

-

-

-

(1,075)

(1,048)

(2,123)

Total contributions by and distributions to owners

10

548

-

(1,075)

(6,496)

(7,013)








Balance at 31 May 2014

2,085

23,634

(1,051)

(1,075)

56,003

79,596








Notes

(forming part of the financial statements)

 

1 Accounting policies

 

Basis of preparation

NCC Group plc ("the Company") is a company incorporated in the UK.

 

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group").  The parent company financial statements present information about the Company as a separate entity and not about its Group.

 

Both the parent and the Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRS").  On publishing the parent company financial statements here together with the Group financial statements, the Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes that form a part of these approved financial statements. The Company has also taken the exemption in FRS1 5(a) and consequently no statement of cash flows is presented for the company

 

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 May 2014 or 2013. The financial information for the year ended 31 May 2013 is derived from the statutory accounts for 31 May 2013 which have been delivered to the registrar of companies. The auditor has reported on the 2013 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The statutory accounts for the year ended 31 May 2014 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the registrar of companies in due course.

 

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. 

 

Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis except for contingent consideration payable on acquisitions which are measured at fair value.

 

Functional and presentation currency

 

The Group and Company financial statements are presented in Sterling and all values are rounded to the nearest thousand pounds (£'000) except when otherwise indicated.

 

Going concern

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic report.  The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Business and Financial Review.  In addition, the notes to the financial statements includes the Group's objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities and its exposures to credit risk and liquidity risk.

 

The Group funds its strategic acquisitions and meets its day to day working capital requirements via a revolving credit facility of £40m and an overdraft of £5m.  This facility was agreed in April 2013 and is not due for renewal until July 2016.

 

The Group's forecast and projections taking into account reasonably possible changes in trading performance show that the Group is able to operate within the level of this facility and as a consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain external economic outlook. 

 

After making enquiries, the Directors have a reasonable expectation that the company and the Group have adequate resources to continue in operational existence for the foreseeable future. 

Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts.

 

Use of estimates and judgements

 

The areas involving the other sensitive estimates and assumptions that are significant to the financial statements are included in the following notes;

 

Note 11 - key assumptions used in discounted cash flow projections

Note 14 - measurement of contingent consideration

Note 1 - Assessment of intangible assets useful economic lives

 

2          Segmental information

 

The Group is organised into three operating segments (2013: three) Group Escrow, Assurance Testing and Domain Services each of which is separately reported. 

 

Whilst revenue and profitability are monitored by individual business units within these operational segments it is only at the operating level that resource allocation decisions are made.  Performance is measured based on segment profit which comprises segment operating profit excluding amortisation of intangible assets, share based payment charges and exceptional items.  Interest and tax are not allocated to business segments and there are no intra-segment sales.

 


2014

£000

2013

£000

Revenue by business segment



Escrow UK

22,507

20,888

Escrow Europe

3,285

3,180

Escrow USA

4,663

4,449

Total Group Escrow

30,455

28,517




Security Testing, Audit and Compliance

71,034

61,947

Web Performance

9,172

8,761

Total Assurance Testing

80,206

70,708

Domain services

-

-

Total revenue

110,661

99,225




All revenue is in relation to services provided.

 


2014

£000

2013

£000

Operating profit by business segment



Group Escrow

18,056

16,737

Assurance Testing

14,052

12,022

Domain services

(2,126)

(1,174)

Segment operating profit

29,982

27,585

Head office costs

(3,954)

(3,647)

Operating profit before amortisation of acquired intangibles, charges for share based payments and exceptional items

26,028

23,938

Amortisation of acquired intangible assets Group Escrow

(1,097)

(712)

Amortisation of acquired intangible assets Assurance Testing

(1,019)

(2,900)

Share based payments

(1,108)

(760)

Operating profit before exceptional items

22,804

19,566

Exceptional items

1,268

261

Operating profit

24,072

19,827

 

There are no customer contracts which account for more than 10% of segment revenue.

 


Assets

Liabilities

Assets

Liabilities


2014

2014

2013

2013


£000

£000

£000

£000

Assets/(liabilities) by business segment





Group Escrow

11,330

(13,381)

13,689

(14,758)

Assurance Testing

38,591

(24,306)

16,006

(7,532)

Domain services

5,282

(7,272)

1,539

(2,974)

Unallocated

103,307

(33,955)

109,627

(45,127)

Total assets/(liabilities)

158,510

(78,914)

140,861

(70,391)

 

Unallocated net assets consist of goodwill arising on consolidation, cash, tax payable and other centrally held assets and liabilities.

 

2014


Depreciation

Capital expenditure

Total costs incurred to acquire segmental assets



£000

£000

£000

Group Escrow


294

84

-

Assurance Testing


892

2,359

2,093

Domain services


23

174

-

Unallocated


883

620

-

Total


2,092

3,237

2,093

 

 

2013


Depreciation

Capital expenditure

Total costs incurred to acquire segmental assets



£000

£000

£000

Group Escrow


273

521

-

Assurance Testing


784

805

7,824

Domain services


2

22

-

Unallocated


905

659

-

Total


1,964

2,007

7,824

 

The table below provides an analysis of the Group's revenue by geographical market where the customer is based.


2014

£000

2013

£000

Revenue by geographical origin and destination



UK

66,366

63,090

Rest of Europe

10,453

7,702

Rest of the World

33,842

28,433

Total revenue

110,661

99,225

 

The table below provides an analysis of the Group's assets/(liabilities) by geographical market where the assets/(liabilities) are based.


Assets

Liabilities

Assets

Liabilities


2014

2014

2013

2013


£000

£000

£000

£000

Asset/ (liabilities) by geographical segment





UK

105,453

(43,339)

89,001

(33,022)

Rest of Europe

5,272

(3,116)

3,711

(2,087)

Rest of the World

47,785

(32,459)

48,149

(35,282)

Total assets/(liabilities)

158,510

(78,914)

140,861

(70,391)

 

3          Exceptional items

 

The Group identifies separately items as "exceptional".  These are items which in management's judgement, need to be disclosed by virtue of their size or incidence in order for the user to obtain a proper understanding of the financial information.  Subsequent revisions of estimates for items initially recognised as exceptional provisions are recorded as exceptional items in the year that the revision is made. 

 


2014

£000

  2013

£000

Operating exceptional items



Legal fees

(334)

(372)

Unused remedial costs

-

219

Acquisition related costs

(292)

(825)

Revision to estimates of contingent consideration (see note 14)

1,894

1,239

Total

1,268

261

 

Legal fees of £0.3m are primarily in respect of legal advice received in relation to the Groups claim to recover capitalised and other costs incurred as part of the Groups IT system implementation which was terminated in May 2012. 

 

Acquisition related costs of £0.3m (2013: £0.8m) principally consist of professional fees incurred in relation to the acquisitions made during the current and previous years (see note 14).

 

In accordance with IFRS3, the Directors have re-assessed the fair value of contingent consideration held in respect of business acquisitions and this has resulted in a £1.9m release of provisions held (2013: £1.2m)(see note 14).

 

The tax effect in the income statement relating to the exceptional items recognised is:

 


2014

£000

  2013

£000

Exceptional items and acquisition related costs



Credit in respect of impairment losses and remedial costs

-

-

Credit in respect of legal fees

(77)

(85)

Credit in respect of acquisition related costs

(67)

(83)

Revision to estimates of contingent consideration

-

-

Total

(144)

(168)

 

4          Expenses and auditors' remuneration

2014

              2013

£000

              £000

Profit before taxation is stated after charging/(crediting):

Amounts receivable by auditors and their associates in respect of:



Audit of these financial statements

30

27

Audit of financial statements of subsidiaries pursuant to legislation

30

36

Total audit

60

63

Review of interim financial statements

10

8

Other assurance services

60

-

Taxation compliance services

-

2

Total fees

130

73




Depreciation and other amounts written off tangible and intangible fixed assets:



Owned

2,092

1,964

Amortisation of intangible assets

2,418

3,929

Exchange losses/(gains)

408

(3)

Operating lease rentals charged:



Hire of property, plant and equipment

2,266

1,687

Other operating leases

984

864

Research and development expenditure

1,796

1,829

Loss/(profit) on disposal of fixed assets

10

(27)

 

The 2013 Auditor remuneration relates to services provided by the Group's previous Auditor's Ernst and Young LLP.

 

5          Staff numbers and costs

 

Directors' emoluments are disclosed in the directors' remuneration report.

 

Group

The average monthly number of persons employed by the Group during the year, including Directors is analysed by category as follows:


Number of employees


2014

2013




Operational

467

386

Administration, sales and marketing

372

335


839

721

 

The aggregate payroll costs of these persons were as follows:


2014

2013


£000

£000




Wages and salaries

49,774

42,440

Share based payments  (note 20)

887

690

Social security costs

4,279

3,918

Other pension costs (note 24)

1,615

856


56,555

47,904

 

 

6          Net financing costs


2014

2013


£000

£000

Financial income



Interest on short term deposits

24

18


24

18




Financial expenses



Interest payable on bank loans and overdrafts

(680)

(791)

Amortisation of deal fees on term loans

(85)

(129)

Contingent consideration finance expense (see below)

(120)

(167)


(885)

(1,087)

 

Contingent consideration related to the acquisition of subsidiary undertakings has been discounted to present value.

 

The contingent consideration finance expense of £120,000 (2013: £167,000) relates to the acquisitions of FortConsult A/S, Matasano Security LLC and Intrepidus Group, Inc.  The unwinding of the discount on contingent consideration has been treated as a finance expense and is analysed in the table below:

 

Contingent consideration finance expense


2014

2013




£000

£000






iSEC Partners Inc


-

12

Matasano Security LLC


61

88

Intrepidus Group, Inc


55

67

FortConsult A/S


4

-



120

167

 

The risk adjusted discount rate used was 7% (2013: 3%).

 

The total net present value of the contingent consideration as at 31 May is shown in the following table:

 

Contingent consideration

2014

2013




£000

£000






Matasano Security LLC


2,210

4,184

Intrepidus Group, Inc


-

2,758

FortConsult A/S


1,731

-



3,941

6,942

 

Current liabilities includes £2,940,000 (2013: £2,177,000) in respect of contingent considerations (see note 16).

 

7          Taxation

 

Recognised in the income statement



2014

2013



£000

£000

Current tax expense




Current year


4,865

4,499

Adjustment to tax expense in respect of prior periods


(308)

(61)

Foreign tax


474

625

Total current tax


5,031

5,063

Deferred tax (note 15)


73

(789)





Tax in income statement


5,104

4,274

 

Reconciliation of effective tax rate



2014

2013



£000

£000





Profit before taxation


23,211

18,758

Current tax using the UK corporation tax rate of 22.67% (2013: 23.83%)


5,263

    4,470





Effects of:




Items not (taxable)/deductible for tax purposes


(328)

(57)

Adjustment to tax charge in respect of prior periods

(435)

(354)

 

Differences between overseas tax rates

155

122

 

Movements in temporary differences not recognised

334

        71

 

Effect of rate change

115

22

 

Total tax expense

5,104

4,274

 

 

Current and deferred tax recognised directly in equity was a charge of £443,000 (2013: charge of £402,000).

 

Reductions in the UK corporation tax rate from 23% to 21% (effective from 1 April 2014) and from 21% to 20% (effective from 1 April 2015) were substantively enacted on 2 July 2013.  This will reduce the Company's future current tax charge accordingly.  The deferred tax liability at 31 May 2014 has been calculated based on the rates of 21% and 20% substantively enacted at the balance sheet date.

 

8          Dividends

 





2014

£000

2013

£000







Dividends paid and recognised in the year

6,779

5,830

Dividends proposed but not recognised in the year

4,920

4,400




Dividends per share paid and recognised in the year

3.26p

2.81p

Dividends per share proposed but not recognised in the year

2.36p

2.12p

 

9          Earnings per share

 

The calculation of earnings per share is based on the following:


2014

2014

2013

2013


£000

£000

£000

£000

Profit for the year from continuing operations used for earnings per share


 

18,107


 

14,484

Amortisation of acquired intangible assets

2,116


3,612


Exceptional items (note 3)

(1,268)


(261)


Unwinding of discount (note 6)

120


167


Share based payments

1,108


760


Tax arising on the above items

(430)


(937)




1,646


3,341

Adjusted profit from continuing operations used for adjusted earnings per share


19,753


17,825













Number of shares


Number of shares



000s


000s

 

Basic weighted average number of shares in issue


 

208,154


 

207,303

Dilutive effect of share options


3,283


4,132

Diluted weighted average shares in issue


211,437


211,435

 

The average market value of the Company's shares for purposes of calculating the dilutive effect of share options was based on quoted market prices for the period during which the options were outstanding.

 

 

10         Profit attributable to members of the parent company

 

The profit for the year dealt with in the accounts of the parent company was £12,709,000 (2013: £7,681,000).

 

11         Intangible assets - Group

 

 

 

Software

 

Development costs

Customer contracts and relationships

Goodwill

Total


£000

£000

£000

£000

£000

Cost:






At 1 June 2012

7,244

354

19,378

79,329

106,305

Acquisitions through business combinations



3,958

11,371

15,329

Other acquisitions - internally developed

1,815

1,080

-

-

2,895

Effects of movements in exchange rates


23

481

1,489

1,993

At 31 May 2013

9,059

1,457

23,817

92,189

126,522

 

Acquisitions through business combinations

18

-

634

2,735

3,387

Other acquisitions - internally developed

3,866

3,654

-

-

7,520

Effects of movements in exchange rates

-

(137)

(1,433)

(3,273)

(4,843)

At 31 May 2014

12,943

4,974

23,018

91,651

132,586







Amortisation:






At 31 May 2012

6,517

-

10,289

-

16,806

Charge for year

317

-

3,612

-

3,929

Effects of movements in exchange rates

-

-

107

-

107

At 31 May 2013

6,834

-

14,008

-

20,842

Charge for year

322

-

2,116

-

2,438

Effects of movements in exchange rates

-

-

(758)

-

(758)

At 31 May 2014

7,156

-

15,366

-

22,522







Net book value:






At 31 May 2014

5,787

4,974

7,652

91,651

110,064

At 31 May 2013

2,225

1,457

9,809

92,189

105,680

 

 

Management have exercised judgement in determining the recoverability of the asset value of software and development costs relating to the creation of new products and services.

 

The remaining useful economic life of customer contracts and relationships is between 2 and 8 years.

 

The Group has made an acquisition in the year, details of which are included in note 14.

 

The Company has no intangible assets.

 

11         Intangible assets - Group (continued)

 

For the purpose of impairment testing, goodwill has been allocated to the Group's three operating divisions, which are also operating segments, as these represent the lowest level at which goodwill is monitored for internal management purposes.

 

Goodwill considered significant in comparison to the Group's total carrying amount of such assets have been allocated to cash generating units for the purposes of impairment testing as follows:

 


Goodwill


2014

2013

Cash generating units

£000

£000

Escrow

22,886

22,871

Escrow Europe

6,727

7,071

Escrow USA

6,382

7,045

Total Group Escrow

35,995

36,987




Assurance Testing

47,765

47,312

Web performance

7,891

7,890

Total Assurance Testing

55,656

55,202

Domain services

-

-

Total

91,651

92,189





 

When assessing impairment, the recoverable amount of each CGU is based on value in use calculations.  These calculations require the use of estimates, specifically: pre-tax cash flow projections; long-term growth rates; and a pre-tax market discount rate.

 

Cash flow projections are based on the Group's current two-year plan.  The main assumptions underlying that plan relate to customer termination rates and gross margins, which incorporate past experience.  Beyond the two-year plan these projections are extrapolated using an estimated long-term growth rate of 2.5% (2013: 1%-2.5%) depending on the CGU.  The growth rates used have been determined as the lower of the nominal GDP rates for the country in which the CGU is based and the long term compound annual growth rate in EBITDA estimated by management.  A different set of assumptions may be more appropriate in future years dependent on changes to the macro-economic environment.

 

The discount rates used have been based on management's calculation of the weighted average cost of capital using the capital asset pricing model to calculate the cost of equity.  A range of alpha factors were used to reflect the risk of the cash generating units.

 

The discount rate has been revised for each CGU to reflect the latest market assumptions for the risk-free rate, the Equity Risk Premium and the net cost of debt.  Pre-tax market discount rates of 10.5% - 15.8% (2013:10.2% - 14.7%.)have been used in discounting the projected cash flows in respect of the Escrow CGU's and 10.5% - 14.3% for Assurance Testing CGU's (2013:10.9%-16.0%).

 

The Directors do not believe that a reasonably possible change of assumptions would cause the recoverable amounts to fall below book value for any of the cash generating units due to the significant levels of headroom and prudent assumptions applied by management in forming their assessment.

 

12         Plant and equipment - Group

 


Computer equipment

Plant and equipment

Fixtures and fittings

Motor vehicles

 

Total


£000

£000

£000

£000

£000

Cost:






At 1 June 2012

8,986

410

4,650

193

14,239

Additions

1,136

-

717

154

2,007

Disposals

-

-

-

(37)

(37)

Movement in foreign exchange rates

-

-

35

At 31 May 2013

10,137

410

5,387

310

16,244

Additions

1,832

-

1,331

74

3,237

Acquired as part of business combination

-

-

60

-

60

Disposals

(30)

-

-

-

(30)

Movement in foreign exchange rates

(90)

(1)

(83)

(6)

(180)

At 31 May 2014

11,849

409

6,695

378

19,331







Depreciation:






At 1 June 2012

6,975

410

1,724

62

9,171

Charge for year

1,342

-

573

49

1,964

Disposals

-

-

-

(31)

(31)

Movement in foreign exchange rates

6

-

3

-

9

At 31 May 2013

8,323

410

2,300

80

11,113

Charge for year

1,429

-

588

75

2,092

Disposals

(26)

-

-

-

(26)

Movement in foreign exchange rates

(75)

(1)

(16)

-

(92)

At 31 May 2014

9,651

409

2,872

155

13,087







Net book value:






At 31 May 2014

2,198

-

3,823

223

6,244

At 31 May 2013

1,814

-

3,087

230

5,131

 

The company has no plant and equipment.

 

13         Trade and other receivables


Group

Group

Company

Company


2014

2013

2014

2013


£000

£000

£003

£000






Trade receivables

19,614

16,598

-

-

Prepayments and accrued income

9,077

7,876

-

-

Amounts owed by group undertakings

-

-

8,009

2,499


28,691

24,474

8,009

2,499

 

14         Acquisitions

 

FortConsult 

 

On 2nd May 2014 the Group acquired 100% of the share capital of FortConsult A/S for a maximum consideration of £4.0m, of which a maximum of £2.0m has been withheld subject to the achievement of performance criteria specified in the purchase agreement.  The performance conditions are required to be satisfied by 30 April 2015 and 30 April 2016.  The contingent consideration is to be paid in July 2015 and July 2016.  

 

The acquisition had the following effect on the Group's assets and liabilities:

 




Fair values




£000

Acquiree's identifiable net assets at the acquisition date:




Plant and equipment



60

Trade and other receivables



803

Cash



239

Creditors & accruals



(410)

Current tax liability



(6)

Deferred tax liability



(217)

Intangible assets purchased



634

Net identifiable assets



1,103

Goodwill on acquisition



2,736

Expected consideration to be paid



3,839

Less purchase consideration withheld



(1,746)

Net cash outflow



2,093

Cash acquired



(239)

Net cash outflow excluding cash acquired



1,854

 

None of the receivables have been impaired and the full contractual amounts have been collected.

 

Goodwill of £2.7m has arisen on the acquisition because the purchase price exceeds the fair value of the separately identifiable net assets, liabilities and contingent liabilities acquired.  Goodwill represents synergies, business processes and the assembled value of the work force including industry specific knowledge and technical skills.  The goodwill is not expected to be deductible for tax purposes.

 

During the period from acquisition, the Company contributed £275,000 to Group revenue and £86,000 to Group operating profit.  It is not practical to disclose what the contribution to Group revenue and profits would have been had the acquisition of FortConsult A/S been completed on the first day of the current period, as financial information was not prepared on an IFRS basis prior to acquisition.

 

As noted above, as part of the sale and purchase agreement, a contingent consideration was agreed of up to a maximum of £2.0m which is withheld subject to the achievement of performance criteria specified in the purchase agreement and is based on profit growth forecasts and market multiples.

 

Due to the inherentuncertainties in deriving forecasts the level of contingent consideration is reassessed at each reporting date to reflect revisions to forecasts or differences between

forecast and actual performance.  The fair value of the contingent consideration of £2m is still considered appropriate and is based upon the present value of the future cash flows

 

During the period, as a result of the acquisitions noted above, total acquisition related costs of £292,000 were incurred (see note 3).

 

Matasano Security LLC

 

On 1 August 2012 the Group acquired 100% of the partnership interests of Matasano Security LLC for a maximum consideration of £8.1m, of which up to a maximum of £4.1m was withheld subject to the achievement of performance criteria specified in the purchase agreement.  The performance conditions are required to be satisfied by 31 July 2013 and 31 July 2014.  The contingent consideration is to be paid in December 2013 and November 2014.

 

During the period, £1.7m was paid in relation to the part settlement of the contingent consideration due on the acquisition of Matasano Security LLC.  The fair value of the remaining contingent consideration of £2.2m is still considered appropriate and is based on the present value of the future cash flows.  Management expect the full amount to be payable based upon Matasano's predicted performance.

 

Intrepidus Group, Inc

 

During the period £0.4m has been paid which relates to part of the initial consideration that was deferred for one year.

 

During the year, the Directors have reassessed the carrying value of the contingent consideration held in respect of Intrepidus Group Inc and as a result of this review the fair value of the contingent consideration decreased to £0.4m from £2.4m to reflect the agreed amount which was paid in final settlement of the agreement.  The fair value adjustment is recognised within exceptional administration expenses (see note 3).

 

During the year ended 31 May 2013, as a result of the acquisitions noted above, total acquisition related costs of £825,000 were incurred (see note 3).

 

15         Deferred tax assets and liabilities

 

Group

 

Recognised deferred tax assets and liabilities are attributable to the following:

 


Assets

Liabilities

Net


2014

2013

2014

2013

2014

2013 



£000


£000


£000

Plant and equipment

-

304

(5)

-

(5)

304

Short term temporary differences

178

266

-

-

178

266

Intangible assets

-

-

(2,439)

(1,048)

(2,439)

(1,048)

Share based payments

579

417

-

-

579

417

Tax losses

1,542

-

-

-

1,542

-

Deferred tax asset/(liability)

2,299

987

(2,444)

(1,048)

(145)

(61)

 

 

Movement in deferred tax during the year:

 


1 June 2013

Recognised

in income

Exchange differences

Recognised

in equity

 

Acquisitions

31 May 2014


£000

£000

£000

£000

£000

£000

Plant and equipment

304

(308)

-

-

-

(4)

Short term temporary differences

266

(31)

-

-

(57)

178

Intangible assets

(1,048)

(1,282)

48

-

(158)

(2,440)

Share based payments

417

5

-

157

-

579

Tax losses

-

1,543

(1)

-

-

1,542


(61)

(73)

47

157

(215)

(145)

 

 



1 June 2012

Recognised

in income

Recognised

in equity

 

Acquisitions

31 May 2013



£000

£000

£000

£000

£000

Plant and equipment


183

121

-

-

304

Short term temporary differences


169

97

-

-

266

Intangible assets


(547)

217

-

(718)

(1,048)

Share based payments


765

384

(732)

-

417

Tax losses


30

(30)

-

-

-



600

789

(732)

(718)

(61)

 

The Company has deferred tax assets related to share based payments of £nil (2013: £138,000).

 

A deferred tax asset of £1,542,000 (2013:£Nil) has been recognised on US losses as management consider it probable that future taxable profits will be available against which they can be utilised.

 

The Group has not recognised a deferred tax asset on non UK losses of £855,000 (2013: £375,000) due to the uncertainty over recoverability.  Included in unrecognised tax losses are losses of £660,000 that will expire in 2034.  Other losses may be carried forward indefinitely. 

 

The Group has an unrecognised deferred tax liability of £nil (2013: £nil) which would only arise in the event of the sale of the shares or assets in NCC Group Inc. 

 

As at 31 May 2014 the Group has an unrecognised deferred tax asset of £76,000 in respect of UK short term timing differences and intangible assets (2013: £nil)

 

As at 31 May 2014, the temporary differences arising from un-remitted earnings of overseas subsidiaries was £1,646,000 (2013: £477,000).  No material tax charges are expected to arise if they were to be distributed and therefore a deferred tax liability in respect of unremitted earnings has not been recognised.

 

16         Trade and other payables


Group

Group

Company

Company


2014

2013

2014

2013


£000

£000

£000

£000

Trade payables

2,973

2,944

-

-

Contingent consideration on acquisitions

2,940

 

2,177

 

-

 

-

 

Non trade payables

5,781

4,251

-

-

Accruals

8,609

5,359

1,075

-


20,303

14,731

1,075

-

 

17         Deferred revenue


Group

Group

Company

Company


2014

2013

2014

2013


£000

£000

£000

£000






Deferred revenue

17,207

16,847

-

-


17,207

16,847

-

-

 

Deferred revenue of £12,005,000 (2013: £12,084,000) mainly consists of Escrow agreement revenue that has been deferred to be released to the income statement over the contract term in accordance with the group's accounting policy.

 

Deferred revenue of £3,119,000 (2013: £3,252,000) consists of website monitoring and load testing agreement revenue that has been deferred to be released to the income statement over the contract term in accordance with the group's accounting policy.  The remaining deferred revenue of £2,083,000 (2013: £1,511,000) relates to Assurance revenue.

 

18         Non-current liabilities


Group

Group

Company

Company


2014

2013

2014

2013


£000

£000

£000

£000






Secured bank loan

34,945

30,080

-

-

Issue costs

(244)

(357)

-

-

Amortisation of issue costs

85

129

-

-

Interest bearing loans

 

34,786

29,852

-

-

Deferred tax (note 15)

2,444

1,048

-

-

Contingent consideration                                 on acquisitions (note 6)

1,001

4,765

-

-

Other financial liabilities

484

577

-

-

Total non-current liabilities

38,715

36,242

-

-

 

For more information about the contractual terms of the Groups interesting bearing secured bank loan, which is measured at amortised cost.

 

Other financial liabilities of £484,000 relates to the balance of a rent free period (2013: £577,000) which is released to the income statement over the term of the lease.

 

19         Related party transactions

 

The Group's key management personnel comprises the Directors of the Group.  The Group and Company's transactions with those Directors are disclosed in the Directors' Remuneration Report.

 

NCC Group's Non Executive Chairman Paul Mitchell is a director of Rickitt Mitchell and Partners Limited and the Group conducted business to the value of £150,000 (2013: £295,000) with Rickitt Mitchell and Partners Limited.  Included within the charge is £85,000 relating to advice received in connection with the acquisitions made during the year ended 31 May 2014.   Rickitt Mitchell and Partners Limited provide an outsourced acquisition service which facilitates the delivery of acquisition targets which have been identified and approved by the board.

 

The remaining £65,000 relates to the services of the Non Executive Chairman.  Rickitt Mitchell and Partners Limited also held nil 1.0p ordinary shares (2013: 42,000).

 

 


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