CentralNic
Annual Report 2018

Plain-text annual report

35-39 Moorgate London EC2R 6AR www.centralnic.com l i C e n t r a N c G r o u p P c l A n n u a l R e p o r t 2 0 1 8 Annual Report 2018 adio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com rg.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .security .ru.com .cx .net.fm b.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.co om .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb .theatre .site .pw .in.net 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.protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .hos e.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.ne jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .p ets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .s ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.co ru com c za bz org fm ink mex com website de com uk com security cn com fm ae org qc com feedback uy com design se com host gov fm store y b d e c u d o r p d n a d e n g s e D r e t r a u q h t r u o f rest i OVERVIEW CentralNic Group Plc “ I am pleased to report on a year of outstanding growth for CentralNic, following the KeyDrive acquisition. The Group made its most significant step forward to date in its strategy to build a global domain name and web services provider, which effectively doubled the Group’s size and completed its transition to a virtually pure play recurring revenue business. ” Mike Turner Chairman Contents Overview Financial statements Highlights 2 Independent auditors’ report 32 Our sales 4 Consolidated statement of comprehensive income 37 Reseller segment 5 Consolidated statement of financial position 38 Small business segment 6 Consolidated statement of changes in equity 39 Corporate segment 7 Consolidated statement of cash flows 40 CentralNic Group at a glance 8 Notes to the consolidated financial statements 41 Strategic report Chairman’s statement 10 Chief Executive Officer’s report 11 Chief Financial Officer’s report 14 Governance Board of Directors 18 Directors’ report 20 Corporate governance 24 Audit committee report 28 Remuneration report 29 Company statement of financial position 75 Company statement of changes in equity 76 Notes to the Company financial statements 77 Particulars of subsidiaries and associates 83 Shareholder information 86 Glossary 88 CentralNic Group Plc Annual Report 2018 1 OVERVIEW A transformational year Financial highlights Revenue increased by a factor of 14 times since flotation in 2013 £3.1m £6.1m £10.4m £22.1m £24.3m £42.7m 2013 2018 Revenue up 100% to £42.7m (2017 £21.4m*) Gross Profit up 69% to £19.7m (2017: £11.6m*) Adjusted EBITDA** up 66% to £7.0m (2017: £4.2m) Cash balance up 66% to £18.0m (2017: £10.9m) Net interest bearing debt reduced by 66% to £2.5m (2017: £7.2m) * Excluding premium domain sales – no longer a core activity of the Group. ** Excludes impact of share based payments expense for options, premium domain sales, foreign currency exchange and non core operating costs. 2 CentralNic Group Plc Annual Report 2018 Operational highlights • Transformational acquisition of KeyDrive integrating to plan: – Doubled size of Group with additional staff in Germany, USA and Luxembourg – Augments CentralNic’s market strength, doubling customer numbers – Diversifies business providing cross-selling opportunities – Provides market leading technology which facilitates future acquisitions – Cost synergies being realised • Acquisition of GlobeHosting increased presence in Romania and Brazil • SK-NIC integration successfully completed with pleasing contribution to the Group • Global customer footprint expanded • Recurring revenues stable at 90% (2017: 91%) Post year-end events • Michael Riedl (former CFO of KeyDrive) appointed CFO of CentralNic • Don Baladasan appointed MD of CentralNic to focus on integrations • CentralNic awarded management of c.680,000 domain names by ICANN CentralNic Group Plc Annual Report 2018 3 OVERVIEW Our sales Who we sell to £3.4m £18.3m £20.9m Reseller Small businesses Corporate What we sell % of revenue by domain suffix 19% 7% 58% .com .sk .net .org .xyz .de .info .io .ae .eu others In total, CentralNic serves more than 250,000 customers within three customer segments • c. 5,000 resellers including all the largest domain retailers in the world which sell domain names to their customers • c.300 corporations with up to 50,000 domain names each to protect their brands • c.250,000 small businesses in almost every country in the world who need domain names for their websites and email Current services Our platforms supported approximately 15.6 million domain names in 2018 New services We are scaling up additional services to our customers such as hosting, website building, security certification and online brand protection 4% 3% 2% 2% 1% 2% 1% 1% Customer concentration is low with the largest customer representing only c.4% of revenues 4 CentralNic Group Plc Annual Report 2018 Reseller segment CentralNic is one of the world’s leading domain name reseller platforms, supplying domain names to more than 5,000 reseller clients. These include all of the world’s largest domain name retailers, and some of the biggest companies in the world. Our Reseller segment was transformed in 2018 by the acquisition of KeyDrive and  a full year’s contribution from our November 2017 acquisition of SK-NIC. Revenue in the Reseller segment increased 264% from £5.7m to £20.9m. Gross profit for the segment nearly doubled from £4.9m to £9.7m. DEC 2018 13,473,089 DEC 2017 7,478,862 GROWTH 5,994,227 80% 80% Domains supplied to resellers up 80% • Over 5,000 customers • 264% revenue growth to £20.9m in 2018 (2017: £5.7m) • 100% gross profit growth to £9.7m in 2018 (2017: £4.9m) • 47% gross margin in 2018 (2017: 85%) • Ranked No. 2 as wholesale registrar and in top 5 as registry backend • Renewal rate 85-90% CASE STUDY: LEADING US HOSTING COMPANY Services CentralNic provides: • Supplies domains with over 1,000 different • Automates all the manual processes required top-level domain extensions, including the long tail, high-margin country-code domain names, sourced from 200+ countries and territories around the world • Standardises the processes for acquiring those domain names in registering domain names • Centralises billing with single invoices covering domains with hundreds of sources • Saves resellers from having to work with dozens of additional suppliers around the world, each with its own unique protocols, technologies and manual processes and billing CentralNic Group Plc Annual Report 2018 5 OVERVIEW Small business segment CentralNic provides more than 250,000 small businesses in almost every country in the world with domain names and value-added services. These are all provided via a subscription model leading to substantial recurring revenues. Our Small Business Segment revenues for 2018 were £18.3m up 24% from £14.7m in 2017. Gross profit increased from £6.0m in 2017 to £7.5m in 2018. The portfolio of Small Businesses portals was extended during the year to include domaindiscount24, Moniker.com, and GlobeHosting. DEC 2018 1,991,158 DEC 2017 626,566 GROWTH 1,364,592 218% 2m Around 2m domains supplied to small businesses • Over 250,000 customers • 24% revenue growth to £18.3m in 2018 (2017: £14.7m) • 25% gross profit growth to £7.5m in 2018 (2017: £6.0m) • Gross margin 41% (2017: 41%) • Renewal rate 65- 85% CASE STUDY: SINGLE OFFICE, SINGAPORE-BASED COMPANY Services CentralNic provides: • Sells customer a small portfolio of domain names • Provides website hosting • Provides email hosting • Provides security certificates as a reseller of third-party providers • Manages the customer relationship including billing and customer service • Provides expert advice, as an outsourced IT partner, to assist the customer’s growth 6 CentralNic Group Plc Annual Report 2018 Corporate segment CentralNic manages the domain portfolios of over 300 clients. Some of which are the world’s biggest brands. Many of these companies buy several thousand domain names in order to protect these brands from being compromised and to ensure they are renewed at appropriate time, preventing risk of substantial reclaim costs. This is a relatively new business for CentralNic and is witnessing rapid growth rates. The business also enjoys the highest gross margins across the Group and a renewal rate of over 90%. Our new Corporate services have the highest renewal rates of our 3 segments, replacing our phased out premium domain sales business. Adjusting for phased out premium domain sales, revenues for the segment increased by 290% from £0.9m to £3.4m, and gross profit increased by 207% from £0.8m to £2.5m. DEC 2018 137,309 DEC 2017 0 GROWTH 137,309 Corporate business transformed to recurring revenue model • Over 300 customers • 290% revenue growth to £3.4m in 2018 (2017: £0.9m adjusted for phased out one off premium domain sales) • 207% gross profit growth to £2.5m in 2018 (2017: £0.8m adjusted for phased out one off premium domain sales) • 72% gross margin in 2018 (2017: 89% adjusted for phased out one off premium domain sales) • Renewal rate 91.4% CASE STUDY: A LEADING FMCG BRAND Services CentralNic provides: • Buys all domain names that are relevant to the customer on its behalf • Provides expert advice and guidance on new registrations and administration of the portfolio • Administers and reports on the customer’s domain portfolio • Mitigates online business continuity risk by ensuring domain names are renewed at appropriate time • Protect customers’ brand and web presence from being compromised, and from facing substantial costs to reclaim lost domain names • Provides online domain name monitoring services to effectively and proactively mitigate and defend against online abuse of brands CentralNic Group Plc Annual Report 2018 7 OVERVIEW CentralNic Group at a glance Building the global A truly global business with customers in almost every country in the world. Our global presence continues to rapidly expand as a result of our acquisitive and organic expansion and clear focus on growth markets. Domains in the USA DEC 2017 1,105,697 DEC 2018 2,723,014 146.3% Percentage growth Revenue model Our subscription business model provides high levels of recurring revenues at 90%. Visibility has been greatly improved by phasing out our one-off premium domain sales business. Customer renewal rates are highly predictable depending on domain, segment and customer maturity and range from between c.65% and c.90%. We enjoy high cash conversion (pre-tax) with annual subscriptions all paid in advance. 8 CentralNic Group Plc Annual Report 2018  digital economy Domains in Western Europe 365.2% Percentage growth DEC 2018 5,617,807 DEC 2017 1,207,505 Market The market opportunity is huge. The Total Addressable Market is estimated at US$30bn. CentralNic currently has less than 1% penetration and the industry is highly fragmented and ripe for consolidation. Domains in the Rest of the World DEC 2017 5,792,226 25.4% Percentage growth DEC 2018 7,260,735 CentralNic Group Plc Annual Report 2018 9 STRATEGIC REPORT Chairman’s statement I am pleased to report on a year of outstanding growth for CentralNic, following the KeyDrive acquisition. The Group made its most significant step forward to date in its strategy to build a global domain name and web services provider, which effectively doubled the Group’s size and completed its transition to a virtually pure play recurring revenue business. Mike Turner Chairman Both CentralNic’s traditional business and the newly acquired KeyDrive continued to grow organic revenues with healthy profit margins, generating high levels of operating cash flow. This transformational evolution of the Group is the result of enormous hard work from our executives and staff, and I thank them on behalf of the Board and the Shareholders for their efforts. I also welcome the new staff and senior executives who joined the enlarged Group through the KeyDrive acquisition, as well as the new Shareholders who joined the register as part of that transaction. Notably Alex Siffrin, the founder of KeyDrive, has joined CentralNic as Chief Operating Officer, as well as taking most of his consideration for the sale of KeyDrive in CentralNic shares, making his family office one of our largest Shareholders. Coinciding with the transaction, we extended our borrowing facility with Silicon Valley Bank, whose continued support of the Group is also worthy of recognition. The new financial year has started with continuing progress on integration, including the appointment of the former KeyDrive CFO, Michael Riedl, to the Board in the position of Group Chief Financial Officer. In addition, CentralNic’s former CFO, Don Baladasan, was appointed to the new position of Group Managing Director, with special responsibility for the integration of new acquisitions. Results to date in the new financial year, together with the Group’s high percentage of recurring revenues, provide the Board with every confidence of meeting market expectations for 2019. Furthermore, the continued availability of attractive acquisition targets coupled with the Group’s proven ability to source, complete and integrate complex acquisitions around the world, provides an excellent opportunity to build a sizeable global business to rival the largest industry players. Given its equity position has substantially improved and its current trading is favourable to market expectations, the Company is currently reviewing its capital structure for efficiency in view of its continued acquisition strategy. Mike Turner Chairman 12 May 2019 10 CentralNic Group Plc Annual Report 2018 Chief Executive Officer’s report CentralNic enjoyed a successful year in 2018, with its organic growth supplemented by the transformative acquisition of KeyDrive, which contributed to the results for the last five months of the year. Revenues for the year were £42.7m, a 100% increase over 2017, and EBITDA was £7m in 2018, a 66% improvement on 2017 – excluding the £3.0m revenue and EBITDA contribution made in 2017 by premium domain name trading, which is no longer a core activity of the Group. Ben Crawford Chief Executive Officer Market and strategy CentralNic’s reported revenues are now 14 times higher than they were on listing on AIM five years ago. Facing an addressable market estimated at over US$30 billion, we are committed to continuing the strategy proven to deliver this excellent growth, combined with strong margins and cash generation. As a foundation technology of the internet, domain names are governed by global standards, meaning that in every region of the world, the domain industry uses similar technologies and exhibits the same fundamental business dynamics of recurring revenues with highly predictable renewal rates and high cash conversion. CentralNic was formed by combining a number of the most advanced technical platforms – developed over the past 20 years as the internet in the US and Western Europe became a ubiquitous tool for business. Our core strategy is globalising these platforms, focusing on growth markets – both through winning new customers and making earnings acquisitions – and upselling additional technical services to our domain name customers. CentralNic is the only Company among its peers to offer comprehensive and quality services to all its defined customer groups – Resellers, Small business and Corporates. For each of those customer types, CentralNic has developed and operates a highly automated software platform. Our organic growth strategy includes continuing to win and retain new clients, but it also extends to introducing additional subscription services to those customers. CentralNic has sales and operations teams dedicated to achieving organic growth. In addition, distinct corporate development and integration teams focus on sourcing and completing acquisitions and integrating them into our operations. This achieves savings while obtaining additional customers and services. CentralNic has executed five acquisitions in the past five years. Similarly, KeyDrive, which CentralNic acquired in 2018, acquired the same number of businesses over the same time period. There remain dozens of attractive acquisition opportunities around the world, and CentralNic’s proven team maintains a healthy deal pipeline. The economic drivers of the business remain strong. The internet now has four billion active users, meaning at least two billion adults are yet to start using it. Whilst micro-businesses are catered to, in some countries by platforms like Facebook, Amazon, WhatsApp and WeChat, small businesses and corporations continue to rely on domain names as the foundations for their websites, emails and online brand protection strategies. Further to this, the five-year period of disruption from 2013 to 2018, when the market was flooded with low-cost domain names, is now behind us, with adoption of these domain names only accounting for less than 10% of the market. CentralNic’s most popular domains such as .com, .net and .uk continue to show robust growth both in volumes and pricing. CentralNic Group Plc Annual Report 2018 11 STRATEGIC REPORT Chief Executive Officer’s report continued Acquisitions Three successful acquisitions contributed to CentralNic’s extraordinary growth in 2018. On 2 August 2018, CentralNic acquired KeyDrive, a company with complementary technology platforms and customer bases. This has created an enlarged Group that now owns and operates proprietary software platforms for each major customer type for domains and web presence services. Additionally, there was direct duplication of activities within CentralNic and KeyDrive in some areas, creating opportunities for cost synergies, which we are well advanced in realising. Due to the rapid integration of the acquired KeyDrive businesses, which has included merging businesses and migrating customers between businesses, the separate contributions of what were formerly independent business cannot be reliably reported post-acquisition. The combined entities have the number and breadth of senior managers to continue organic growth from a much higher base than the Company had previously, as well as to accelerate the roll-up strategy designed to make us a global player at scale. CentralNic previously acquired SK-NIC, the manager of the exclusive country code top-level domain for Slovakia,.SK, on 12 December 2017. SK-NIC supplies more than 390,000 domain names via 2,300 retailers, 99% of which are domiciled in Slovakia, a country with one of the strongest growth rates in the European Union. .SK is among the 50 most popular ccTLDs in the world, with an 84% renewal rate. Like most European ccTLD operators, SK-NIC is privately held, yet it is virtually unique in that it has a perpetual contract with the national Government. CentralNic retained the staff and management in Slovakia, upgraded the software to its own proprietary platform, and made strategic hires to better position .SK as a foundation of the Slovak digital economy. Finally, CentralNic acquired the business assets of GlobeHosting on 6 September 2018, increasing its market share in the growing Romanian and Brazilian markets, and adding the proprietary SSL certificate product GlobeSSL to CentralNic’s assets. Through these acquisitions, CentralNic doubled its headcount, with additional staff in Germany (housed in a purpose-built engineering headquarters near Saarbrücken), the USA, Luxembourg, Slovakia and Romania. In addition to the contribution these acquisitions have made to the continued growth of CentralNic, they also represent a practical demonstration of our team’s ability to source and complete deals around the world and successfully integrate them. We continue to build a pipeline of acquisition targets that fit our criteria with a view to making further acquisitions in the coming years. Operational review Due to the rapid integration of the acquired KeyDrive businesses, which has included merging businesses and migrating customers between businesses, the separate contributions of what were formerly independent business cannot be reliably reported post-acquisition. CentralNic experienced both acquisition-driven and organic growth across its three segments, which reflect its main customer types of Resellers, Small business and Corporates. All three segments share the same virtuous characteristics of selling subscription-based products and services with highly predictable renewal rates and cash generation. All three benefited both operationally and financially from integration activity. Supplying domains to resellers became CentralNic’s largest business in 2018, growing by more than 260%, principally as a result of the KeyDrive and SK-NIC acquisitions. It provides the long tail of country code and new TLD domain inventory to 5,000 resellers including virtually all the world’s leading domain name retailers, which in turn resell the domains to their customers. Therefore, the growth from those retailers drives our reseller business forwards. CentralNic has retained its leading position for the past five years, as a distributor of new TLDs. Additional growth in 2018 was provided by new reseller wins and exclusive registry backend contracts, notably with .icu and .ooo, which both ranked in the top 20 new TLDs by volume. Cost savings were achieved by the closure of KeyDrive’s Open Registry operation, with the clients migrated onto the CentralNic Registry platform. Revenue from the small business customer group grew by 24% in 2018 largely through the KeyDrive acquisition. At year-end, c.250,000 small business customers use CentralNic retailers to purchase domain names for their websites and email services. CentralNic acquires customers using search engine marketing and upselling them via email marketing and telesales. Integration savings were achieved in 2018 by consolidating the supplier accounts and connections between legacy CentralNic and KeyDrive businesses, combining purchasing power and reducing duplication to improve margins. 12 CentralNic Group Plc Annual Report 2018 CentralNic’s Corporate customer segment services large corporations that view domain names as a form of intellectual property similar to trademarks, which must be secured and protected by brand owners. The over 300 corporate clients who have entrusted their domain portfolio management to CentralNic include many S&P 500 companies and household brand names. In the years to 2017, CentralNic operated a business within the Corporate segment trading in high priced premium domain names. In 2018, the strategic focus shifted from premium domain sales, and via the KeyDrive acquisition it was replaced by BrandShelter – a company which manages large domain portfolios for corporate customers. In so doing, CentralNic replaced a business based on one-off transactions with a recurring revenue business with comparable revenues, while providing the highest renewal rates, margins and growth rates in the Group. The objective for us now is to maintain our revenue growth and healthy margins across all three segments, while we rapidly scale the business up via continued acquisitions. Post year-end and outlook Trading in Q1 2019 was in line with management expectations. This included revenue growth across all segments and hitting milestones in the integration of the new acquisitions. For example, to eliminate duplication, KeyDrive’s KS Registry clients were migrated to the CentralNic Registry platform, while CentralNic’s EPP Gateway clients were migrated to the KeyDrive reseller platform. Additionally, we won new customers across the three segments, including being selected by the internet regulator, ICANN (Internet Corporation for Assigned Names and Numbers) for the bulk transfer of c.680,000 domain names from a former registrar that was no longer accredited. We also upgraded our United Kingdom corporate headquarters and New Zealand office in the beginning of 2019. In the five years since it first listed, CentralNic’s revenues increased 14-fold from £3.1m to close to £42.7m. The expectations for the business are to continue on its aggressive growth trajectory, supported by continued demand, the planned introduction of new products and services such as cloud hosting, managed DNS and online brand protection, plus a healthy pipeline of earnings enhancing acquisition prospects. Ben Crawford Chief Executive Officer 12 May 2019 CentralNic Group Plc Annual Report 2018 13 STRATEGIC REPORT Chief Financial Officer’s report 2018 was a year of transformational events, most importantly, the acquisition of KeyDrive SA in August 2018. Through this acquisition, CentralNic augmented its market share across all its key business areas and now has access to a technology platform that will facilitate the integration of future acquisitions. Michael Riedl Chief Financial Officer The KeyDrive SA acquisition was then complemented with the acquisition of GlobeHosting, a Romanian/Brazilian hosting business. Management expects that the earnout conditions will be met in full, testimony to the great performance of these assets. The transaction was financed by an oversubscribed cash offering, raising £24.0m and an expansion of CentralNic’s facility with Silicon Valley Bank to £24.0m from £18.0m. The founder and largest Shareholder of KeyDrive took most of their consideration in CentralNic shares. This demonstrates the continued support of management, and both the equity and debt capital markets, in the ongoing prospects of the Company. In consequence, equity at year-end was £61.0m, up 131% from the prior year’s £26.5m balance. Further, the Group enjoyed the full year effect of the 2017 acquisition of SK-NIC, the operator of the Slovakian top-level domain .SK, augmenting revenue by £3.1m and EBITDA by £1.7m. At the same time, the volatile and unpredictable one-off income from premium domain name sales faded from £3.0m to below £0.1m, in line with the Group strategy. In total, this led to overall year-on-year growth in revenue of 100% from £21.4m, excluding premium domain sales, to £42.7m. The growth in the revenue line largely flowed down to Adjusted EBITDA*, which increased by 66% to £7.0m (2017: £4.2m, excluding premium domain sales). The overall Adjusted EBITDA Margin was diluted slightly to 16.3%, reflecting the integration of the lower margin KeyDrive business (2017: 19.7% excluding premium domain sales). Foreign exchange movements were £0.6m favourable, compared to £0.6m adverse in 2017. The attractive cash generative profile of the Group continued in 2018 with the net operating cash flow, before tax and one-off deal costs and replenishment of the premium domain inventory, being £16.1m (2017: £6.8m). Cash at the end of 2018 was £18.0m (2017: £10.9m), an increase of 66% with Net Debt (including prepaid costs) of £1.7m (2017: net debt £6.5m). Key Performance Indicators 2018: • Revenue: £42,7m (2017: £21.4m excluding premium domain sales) • Adjusted EBITDA*: £7.0m (2017: £4.2m excluding premium domain sales) • Loss after taxation: £4.9m (2017: profit after taxation of £1.0m) • Cash Balance 31 Dec 2018: £18.0m (2017: £10.9m) • Net interest bearing debt excluding prepaid costs as at 31 Dec 2018: £2.5m (2017: £7.2m) * Earnings before interest, tax, depreciation and amortisation, foreign exchange, and non-core operating costs and revenues (acquisition costs, integration costs, share option expense, settlement items, and premium domain sales). 14 CentralNic Group Plc Annual Report 2018 Due to the rapid integration of the acquired KeyDrive businesses, which has included merging businesses and migrating customers between businesses, the segment reporting has been amended to absorb the businesses of the KeyDrive group. The new segments are constructed around customer types, namely Resellers, Small Businesses and Corporates, with each having distinct needs that are served by CentralNic’s proprietary SaaS platform. For each segment, revenue and gross profit contributions to the total operating expenditure platform are determined. The Reseller segment includes the former Wholesale division, Small business segment comprises the former Retail division and Corporate segment absorbs the former Enterprise division. Reseller segment Three Reseller portals, namely RRP proxy, PartnerGate and Toweb, have been added through the acquisitions in the year. This has contributed to revenue in the Reseller segment increasing by 264% from £5.7m to £20.9m. Gross profit for the segment doubled from £4.9m to £9.7m. Small business segment The portfolio of Small business portals was extended by domaindiscount24, Moniker.com, and GlobeHosting. In total, the Small Business segment yielded revenue of £18.3m, an increase of 24% over the £14.7m recorded in 2017. Gross profit in 2018 was £7.5m, an increase of 25% over the 2017 figure of £6.0m. Corporate segment Revenue in the Corporate segment was £3.4m, a decrease of 11% from the £3.9m reported in 2017, and Gross Profit declined by 35% to £2.5m from £3.8m. Adjusting for the significantly reduced premium domain sales, however, resulted in revenues for the segment increasing by 290% from £0.9m to £3.4m and Gross Profit increasing by 207% from £0.8m to £2.5m. Overhead expenses Group overhead expenses excluding foreign exchange, depreciation, amortisation, impairment and non core operating expenses increased 71% from £7.4m to £12.7m, of which £4.1m is attributable to KeyDrive for the five months post-acquisition and £1.1m to the full year effect of the SK-NIC acquisition. Earnings profile The quality of the Group’s earnings remains an important strategic priority for the Group and its investors, as we increase the proportion of revenues derived from predictable sources. This was one important factor in assessing the SK-NIC acquisition, with all of SK-NIC’s revenues, earnings and cash flow derived from new registrations and renewals of domain names. Recurring revenues is stable at 90% (2017: 91% on a pro-forma basis). Adjusted EBITDA of £7.0m (2017: £4.2m) has been derived from the operating profit of (£2.7m) (2017: £1.9m) after adjusting for the following items: a) depreciation of £0.3m (2017: £0.1m), b) amortisation of intangible assets of £4.2m (2017: £2.2m), c) fair value movement of investment of £1m (2017: nil), d) non core operating expenses of £4.5m (2017: £2.0m), e) foreign exchange gain of £0.6m (2017: loss of £0.6m), f) immaterial non core premium domain name sales in 2018 (2017: £3.0m), g) immaterial amounts of share of associate income in 2018 (2017: nil), and h) share based payment expense of £0.3m (2017: £0.4m). Non core costs (including acquisition and other costs) totalled £4.5m (2017: £2.0m). The acquisition-related costs, supporting the Group’s acquisition programme, included a variety of deal costs for SK-NIC, KeyDrive Group, GlobeHosting and the accompanying equity and debt capital market transactions. Other non-cash expenses included the acquired amortisation of intangible assets, totaling £4.2m (2017: £2.2m). This reflected the scheduled amortisation for identified intangible assets of KeyDrive and SK-NIC. Further, in evaluating the fair value of the investment in Accent Media, the Group recorded a reduction of £1.0m. The value may be recovered, should the Company’s financial prospects significantly improve. The Jabella loan of £0.8m has been repaid to the Group in full. Basic earnings per share of (3.82) pence (2017: 1.07 pence) has been impacted by non-recurring acquisition costs, amortisation charges, and other significant non core operating costs. Diluted earnings per share, at (3.82) pence (2017: 1.04 pence) reflected the dilutive effect of the share options “in the money” at the average share price for the year. Further details of the earnings per share calculations are provided in note 12 to the financial statements. Pensions The Group created a defined contribution pension scheme in June 2016 in line with the new auto-enrolment provisions in the UK. In Australia, the Group operates a superannuation scheme in line with statutory requirements, and the KiwiSaver scheme in New Zealand, which is in line with the KiwiSaver Act 2006. In Germany and Luxembourg, all staff are subject to the federal pension schemes and the Group contributes to voluntary complementary pension schemes. The Group does not operate and has never operated any defined benefit schemes requiring actuarial valuations. Dividends It remains the intention of the Group to generate income returns for investors in the future as part of a progressive and commercially prudent dividend policy. However, due to the continued expansion opportunities presented by the sector, the Directors do not propose a final dividend in 2018. CentralNic Group Plc Annual Report 2018 15 STRATEGIC REPORT Chief Financial Officer’s report continued Group statement of financial position The Group had net assets of £61.0m at 31 December 2018 (2017: £26.5m). This increase was driven by share issues for cash and for contribution in kind in the context of the KeyDrive acquisition. This was offset by the net loss for year, partially mitigated by favourable movements of the foreign exchange reserve. Capital expenditure and investing activities The most significant investment made during the year was the acquisition of KeyDrive SA, with further details on the fair value provided in note 25 to the financial statements. In total, £46.2m of non-current assets have been added. £31.6m of this was attributable to Goodwill, of which £29.0m was attributable to the KeyDrive acquisition. Software, net of amortisation, increased by £6.4m and other intangible assets by £8.2m, both largely attributable to the KeyDrive acquisition. In line with the appropriate treatment for translation of a foreign operation into the Group’s presentational currency, both the tangible and intangible assets are translated at the closing rate, generating foreign exchange differences as presented in notes 13 and 14 to the financial statements. With the exception of goodwill, intangible assets are amortised in line with the Group’s accounting policy. The carrying value of goodwill is tested annually for impairment, while the Directors also consider other intangible assets and investments for indications of impairment. Further details are provided in notes 13, 14 and 16 to the financial statements. Cash flow and net cash The cash flow statement for the Group includes two major themes: the entries related to the financing and completion of the KeyDrive acquisition and the results of the ongoing operations of the business, taking into account fluctuations in working capital. the revolving credit facility was increased by £6.0m to £12.0m and the maximum amount of the uncommitted ‘accordion’ facility was reduced by £6.0m to £9.0m. The term of the loans remains as stated above. The debt facility is secured over the material companies within the Group. Further detail is provided in note 24 to the financial statements. The Group is in compliance with the maintenance covenant ratios and its payment obligations under the facilities agreement. Significant accounting policies and critical accounting judgments The Summary of the Group’s significant accounting policies is set out in note 3 and the Group’s critical accounting judgments is set out in note 4 to the financial statements. Group risk management The Directors reviews the financial risk management policy, noting that the Group is exposed to deposit risk, credit risk, market risk, IT security, impact on society, foreign currency risk and other risks arising from financial instruments. Further details of the Financial Risk Management Framework are provided in note 29 to the financial statements. The Group’s finance function is responsible for managing investment and funding requirements including cashflow monitoring and projections. The cashflow projections are reviewed regularly by the Directors to ensure the Group has sufficient liquidity at all times to meet its cash requirements and execute its business strategy. The Group’s strategy is to finance its operations through the cash generated from operations and where necessary, equity and debt finance, notably to support investing activities. The Group’s financial instruments comprise cash and various items such as trade and deferred receivables. The Group had £18.0m of cash at the year-end, with interest bearing financial assets bearing interest at fixed interest rates. Net cash flow from operating activities after tax was higher than the previous year at £6.7m (2017: £3.8m). In both years, the net cash flow from operating activities was in line with expectations relative to Adjusted EBITDA. Deposit risk Deposit risk is mitigated by the Directors setting policy that the Group only places deposits with banks and financial institutions with high credit ratings. Investing activities were mainly related to the KeyDrive acquisition, which was completed in August 2018. The net cash outflow related to the KeyDrive acquisition totalled £9.0m (net of cash acquired) in 2018 with a further £4.9m of earnout consideration due up to 2020, whereas up to 85% of the earnout consideration may be settled in shares. Banking facilities On 16 July 2018, the Company and Silicon Valley Bank entered into an amendment agreement to amend the terms of the Silicon Valley Bank Facilities. The amount available under Credit risk The Group’s exposure to credit risk from trade receivables is relatively low, due to the fact that the business has traditionally dealt with customers who often pay at the point or sale or in advance. Where there are credit accounts, which is an increasing trend in the industry particularly for the larger domain name registrars, receivables are controlled through credit limits and regular monitoring. 16 CentralNic Group Plc Annual Report 2018 presentational currency in compliance with IAS 21 to US Dollars for all financial years commencing after 31 December 2018. Aligning the reporting currency to the dominant trading currency will reduce the exposure to foreign currency risk and facilitate benchmarking to listed peers. Other risk The Directors give due consideration to other risk factors as they arise. Particular attention is attributed to the United Kingdom invocation of Article 50 of the Treaty on European Union, commonly referred to as “Brexit”, as well as additional regulatory requirements being attributed to business in the domain industry, by national or supranational lawmakers, or regulatory bodies such as ICANN or the London Stock Exchange. In the opinion of the Directors, Brexit carries limited risk for the day-to-day operations of the Group, as only a small fraction of the Group’s trade is to UK customers or from UK subsidiaries to EU customers. Only 4% of global sales are with UK customers. Yet, the Directors are cognisant of more general risk such as market turmoil or increased volatility of the Pound Sterling to other currencies. Pertaining to regulatory requirements, the Group has assured that its subsidiaries are compliant with the EU General Data Protection Regulation (GDPR) respectively in their implementations to each pertinent jurisdiction law. The Group is monitoring developments in relation to EU State Aid investigations following the EU Commission opening a State Aid investigation into the Group Financing Exemption in the UK’s Controlled Foreign Company regime in October 2017. In line with current UK tax law, the Group applies this regime. Based on its current assessment, the Group does not consider any provision is required in relation to this issue. Michael Riedl Chief Financial Officer 12 May 2019 Market risk There is a risk that the market for domains for which the Group provides registry and registrar services may not increase as quickly as expected or that the new TLDs may not generate the revenue levels anticipated by the Directors. In either case, the Group’s revenues could reduce below expectations with an impact on profitability. The risk is mitigated to a degree by operating multiple lines of business themselves exposed to many vertical markets and segments, the majority of which have very little reliance on new TLDs. IT security If the Group does not prevent security breaches or becomes susceptible to cyber-attacks, it may be exposed to lawsuits, lose customers, suffer harm to its reputation, and incur additional costs. Unauthorised access, computer viruses, accidents, employee error or malfeasance, intentional misconduct by computer “hackers” and other disruptions can occur that could compromise the security of the Group’s infrastructure or confidential information. The Group has created a resilient network infrastructure and Domain Name System server constellation, with failover secondary systems to ensure critical registry functions are maintained. The Reseller segment has been certified under ISO 27001/2013 for data security, thereby mitigating risk by adherence to international best practice. Impact on society The Group has a positive impact on society by offering internet services in developing countries, contributing to the United Nations Broadband Commission’s objective of connecting the 50% of the world that is still offline with affordable internet. The Company can see little negative impact on society from its activities. Whilst the internet itself adds a potential avenue through which fraudsters and other undesirables can operate, the Company has stringent policies relating to its position as an enabler of such traffic and at all times adheres to laws and regulations in each and every jurisdiction, including working with regulatory authorities at all times. Foreign currency risk The Directors notes that the Group has predominantly traded in US Dollars, Euros, GB Pounds Sterling and Australian Dollars, and considers the exposure to foreign currency risk to be acceptable. The Group has held reserves in each of these currencies to meet trading obligations as required. The currency risk is actively monitored through a periodic review of inflows and outflows by currency, including an assessment of the extent to which currencies are naturally hedged across the Group’s business lines. Where this is not the case, consideration is given to the use of hedging instruments. Given the Group does more than half its trade in US Dollars and the industry in which it operates is predominantly trading in US Dollars, the Directors are considering to amend its CentralNic Group Plc Annual Report 2018 17 GOVERNANCE Board of Directors 18 CentralNic Group Plc Annual Report 2018 Mike Turner Chairman (aged 58) Mike is a recognised leader in UK and cross-border Technology M&A. He has over 30 years of experience working in London, New York and Los Angeles, advising private and publicly held clients on corporate transactions in technology, telecoms, advertising/marketing services, traditional/digital media, internet and e-commerce sectors. Mike is a Partner and Global Head of Technology Media and Communications at the international law firm Taylor Wessing, as well as holding a number of non-executive Board positions with media and technology companies. Previously, Mike was a General Partner responsible for technology investments at Oakfield Partners. Mike obtained an LLB at the University of Reading. Benjamin Crawford Chief Executive Officer (aged 53) Under Ben Crawford’s leadership, CentralNic has increased its revenues by a factor of 20 over 10 years. Ben is a specialist in global business and corporate development in complex internet-related business with crucial stakeholder relations requirements, including government relations at up to Ministerial level. His former positions included Founding President of Louise Blouin Media, integrating 11 acquisitions in three countries and personally managed relationships with the Chinese Government; Managing Director of SportBusiness Group; and Executive Producer of the official website of the Sydney Olympic Games, where he first developed extensive experience in working with Governments on highly sensitive internet projects. Ben has an MBA from the Australian Graduate School of Management and a First-Class Honours Degree from the University of Sydney. Don Baladasan Group Managing Director (aged 45) Don, a Chartered Management Accountant, has years of experience as a Finance Director of AIM listed companies. Over the last five years he has assisted AIM listed businesses in raising £25m of equity, in addition to overseeing a series of acquisitions including reverse takeovers. Don has experience of integrating internationally acquired companies from a finance, governance and commercial perspective. Don was Head of Accounting Development at Stemcor, an international steel trader which at the time had operations in 46 countries and a turnover in excess of £6bn. Don initially studied Medicine at Guy’s Hospital before completing a BSc in Economics at CASS Business School. He was then awarded a place on the Financial Times graduate scheme where he trained as a Chartered Management Accountant. Michael Riedl Chief Financial Officer (aged 43) (appointed on 19 March 2019) Michael Riedl was Executive Vice President and CFO of KeyDrive S.A. from August 2011, overseeing the growth of the company over the next seven years. Prior to joining KeyDrive S.A., Michael held managing positions in the private equity and ICT industries. He started his career with Roland Berger Strategy Consultants where he specialised in performance improvement programmes. Michael was Chief Restructuring Officer at Group Saint-Paul in Luxembourg from 2004 to 2007 before joining DZ Equity Partners, the private equity firm, in Frankfurt in 2007. In 2008, Michael joined BIP Investment Partners where he worked on private equity opportunities with a focus on buyouts until 2011. Michael holds a Bachelor’s degree in Computer Science from James Madison University, USA, a Master of Science degree in Business Administration from European Business School, Germany, and an LLM from Frankfurt School of Finance and Management. He is also a Chartered Management Accountant. Thomas Rickert Non-Executive Director (aged 49) Thomas Rickert is an attorney-at-law in Germany. He is the owner of Rickert Rechtsanwaltsgesellschaft mbH, a law firm based in Bonn, Germany. Thomas has extensive experience in the domain industry working on domain disputes as well as advising Registrars, Registry Service Providers and Registry Operators both on contractual as well as policy matters. Thomas is an expert speaker on domain related subjects both at the national and international level. Thomas served on the Council of the Generic Names Supporting Organisation (GNSO), which is the body responsible for developing policy for generic domain names, for four years (2011-2015). He is one of the co-chairs of the CCWG-ACCT, a group that works on improving ICANN’s accountability. Samuel Dayani Non-Executive Director (aged 41) Samuel Dayani is a partner at the Joseph Samuel Group, where he is responsible for managing the Group’s investments and business development in the Real Estate, Medtech, Energy & Renewables, Fashion and Technology & Telecoms sectors. Samuel was responsible for purchasing CentralNic in 2003 and managing the restructuring of the business, building the management team and delivering an institutional grade business for its listing in 2013. Previously Samuel was the Chief Operating Officer and later Managing Director of ViaVision Ltd, an interactive TV company on Sky, when it was sold to Yoomedia plc in 2004. Thomas Pridmore Non-Executive Director (aged 47) Tom Pridmore began his career as a solicitor at Norton Rose, specialising in corporate finance, where he acted on behalf of institutional clients in relation to a variety of corporate finance and M&A activities. Tom then joined Flextech/Telewest Plc as Head of Corporate Strategy, where he was responsible for directing investment into strategic Internet and interactive television companies. In 2000, Tom co-founded the international fund manager and investment adviser Development Capital Management Limited. In this capacity he has set up and managed real estate investment and development operations in Turkey, India, North Africa, Eastern Europe and the UK on behalf of both institutional and private clients. Iain McDonald Non-Executive Director (aged 48) Iain is a global expert in technology and e-commerce, having had a strong track record in investing in early stage companies such as ASOS, The Hut Group, Eagle Eye Solutions, Anatwine and Metapack. He is the founder of Belerion Capital, an investor and investment advisor in technology and e-commerce companies. Iain is also a non-executive director of various of his investee companies, as well as other technology companies such as The Hut Group and Boohoo.com. Previously, Iain was a top-ranked retail and e-commerce analyst and held positions in a number of UK investment banks. Iain graduated from the London School of Economics and Political Science (LSE), with a BSc in Economics & Economics History. CentralNic Group Plc Annual Report 2018 19 GOVERNANCE Directors’ report Principal activities CentralNic Group Plc is the ultimate holding company of a Group of companies. The principal activities of the Group are the provision of domain name Reseller, Small business and Corporate services. A more comprehensive description of the Group’s activities, performance, and likely developments are provided in the Chairman’s statement, the Chief Executive Officer’s report, the Chief Financial Officer’s report, the Corporate Governance report, the Audit committee report and the Remuneration report, which are incorporated by reference into this annual report. A list of the subsidiary undertakings is disclosed in the Particulars of Subsidiaries and Associates on pages 83 to 85 of the financial statements. Financial instruments Details of the use of financial instruments and financial risk management are included in note 29 to the financial statements. Results and dividends Information on the results is provided in the Chairman’s statement and the Chief Financial Officer’s report. It remains the intention of the Group to generate income returns for investors in the future as part of a progressive and commercially prudent dividend policy. However, due to the continued expansion opportunities presented by the sector, the Directors do not propose a final dividend in 2018. Directors The Company was incorporated on 19 June 2013, with a view to becoming the Parent Company of the Group after admission to AIM. The admission was completed on 2 September 2013, and at this time the Board was expanded. There were no changes in Board members in 2018. On 19 March 2019, Michael Riedl was appointed as Chief Financial Officer to reflect the development of the business. The Directors who served during the year were as follows: Executive Directors Benjamin Crawford (Chief Executive Officer) Donald Baladasan (Chief Financial Officer in 2018, and Group Managing Director in 2019) Non-Executive Directors Mike Turner (Non-Executive Chairman) Samuel Dayani Thomas Rickert Thomas Pridmore Iain McDonald The biographical details of the Directors are provided on pages 18 and 19 of this annual report. Four Directors will retire at the Company’s Annual General Meeting and being eligible will offer themselves for re-election. The Directors and their interests in the shares in the Group The Directors of the Company, and their interests in the shares and share options of the Company, are shown in the Remuneration Report on pages 29 to 31 of this annual report. Transactions with any parties related to the Directors are disclosed in note 26 to the financial statements. Post year-end Further details on post year-end events are disclosed in the Chief Executive Officer’s report. Directors’ conflicts of interest Each Director is required, in accordance with the provisions of the Companies Act 2006, to declare any interests that may give rise to a conflict of interest with the Company on appointment and subsequently as they arise. Where such a conflict or potential conflict arises, the Board is empowered under the Company’s Articles of Association to consider and authorise such conflicts as appropriate. Articles of Association The Company’s Articles of Association set out the Company’s internal regulation and cover such matters as the rights of Shareholders, the appointment and removal of Directors and the conduct of Board and general meetings. A copy of the Company’s Articles of Association is available on the Group’s website. Subject to the provisions of legislation, the Company’s Articles of Association and any directions given by resolutions of the Shareholders, the Board may exercise all powers of the Company and may delegate authorities to committees and management as it sees fit. Details of the committees of the Board and their activities are contained in the Corporate Governance report on pages 24 to 27 of this annual report. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Principal risks and uncertainties The Board’s assessment of the principal risks and uncertainties, together with the mitigating factors, are presented in the Strategic report on pages 16 and 17. 20 CentralNic Group Plc Annual Report 2018 Substantial Shareholders In addition to the Directors’ interests disclosed in the Remuneration report, the Company has been notified that the following Shareholders’ interests exceeded 3% of the Company’s ordinary share capital in issue at 30 April 2019: Ordinary shares Percentage Inter.Services GMBH 28,006,607 16.41% Kestrel Investment Partners 23,869,555 13.99% Erin Invest & Finance Ltd 21,630,382 12.68% Gresham House plc 13,427,571 7.87% Schroders 11,200,867 6.56% Chelverton Asset Management 10,000,000 5.86% Herald Investment Management 8,909,615 5.22% Jabella Group Limited 7,902,276 4.63% Cavendish Asset Management 6,595,124 3.86% Miton Group plc 6,435,903 3.77% No substantial Shareholders have different voting rights to other holders of the share capital of the Company. Corporate governance The Corporate Governance report, on pages 24 to 27 is incorporated into this annual report by reference. Corporate responsibility The Board recognises its employment, environmental and health and safety responsibilities, and devotes appropriate resources towards monitoring and improving compliance with existing standards. Management and staff CentralNic’s management team has been assembled to ensure the Group has the number of people and range of skills required to deliver the business strategy and to support the expansion of the Group as it becomes an increasingly international business. The team is diverse and brings functional expertise across a number of disciplines including technical and operational delivery, finance, law, marketing and sales. While the business is managed under budgetary controls, the Directors focus on ensuring there is succession planning in place as is appropriate for a business of our size. Our staff and consultants represent a number of different nationalities, and we are pleased by the gender diversity in our business. The executive leaders within the business recognise the importance of engaging with employees and do so informally on a day-to-day basis. We often use a cascade approach to employee communications, with the heads of departments disseminating appropriate information to their teams, including those situated in various locations around the world. While we do not believe that human rights issues are a significant risk to our business currently, we are conscious that as we expand into new international markets issues of human rights may become more significant. The Directors keep all aspects of business development under review, and act with caution and integrity to ensure all our activities and specifically business development activities are respectful of human rights. Communication with employees is primarily through formal and informal meetings and through the use of the Group’s information systems. This comprises regular communication of information affecting our managers and their teams, to ensure all employees are kept up to date with issues affecting them. The Board recognises the importance of engaged employees working within the Group and how they are vital to the future success of the business. However, given the size of the Group and the specialist nature of its technical operations, there is dependency on a few key individuals and this is discussed further in the Strategic report on pages 10 to 17. The Group is committed to achieving equal opportunities and to complying with anti-discrimination legislation. The Group is committed to offering employees and job applicants equal and fair opportunity to benefit from employment without regard to their sex, sexual orientation, marital status, race, religion or belief, age or disability. At the year-end the Board of Directors comprised seven members, all of whom are male, the Senior Management team of 10 was made up of seven men and three women, and the overall staff number of 217 contained 146 males and 71 females. The Group has a policy of share participation for employees across the Group at all levels. Standards accreditations CentralNic’s Reseller segment is certified against ISO 27001 (Information security management), ISO 9001 (Quality management system) and ISO 22301 (Business continuity management) having achieved ISO 22301 accreditation during 2016. These certifications are internationally recognised and provide CentralNic’s stakeholders with additional levels of assurance as to the technical integrity of the Group’s IT system. CentralNic Group Plc Annual Report 2018 21 GOVERNANCE Directors’ report continued Anti-bribery and corruption, anti-money laundering and sanctions compliance CentralNic conducts business ethically, maintains financial integrity and strives to behave responsibly in its business dealings. The Group’s Directors and its senior management are committed to ensuring strict adherence to its anti-bribery and corruption policy and compliance with anti-bribery and corruption laws. The Group also maintains and ensures adherence to its policies in relation to Anti-Money Laundering and Trade Sanctions and Embargoes, again to comply with relevant laws across the relevant jurisdictions. All Directors, employees and consultants have received training in maintaining the highest standards of professional conduct and are aware of the need to carry out business fairly, honestly and openly. Clear lines of communication and responsibility are in place to report any incidences or suspected incidences of abuse to provide an effective, trusted reporting mechanism. Environment The Group is committed to operating in an environmentally responsible manner. The Directors consider environmental impact when making decisions. The community, charitable and political donations The Directors consider the impact on the community when making decisions. During the year charitable donations totaling £10,000 were made (2017: nil). The Group made no political donations during the year, either in the UK or overseas. Policy on the payment of creditors The Group’s policy is to agree terms and conditions for its business transactions with suppliers and to endeavour to abide by these terms and conditions, subject to the suppliers meeting their obligations. No one supplier is considered to be essential to the business of the Group. R&D activity The Group undertakes research and development activities to enhance its competitive position in its chosen markets, drawing on skilled development resource from across the Group. Health and safety The Directors and senior management are committed to providing for the welfare, health and safety of the Group’s employees and have procedures in place, including regular monitoring by third party specialists, to ensure compliance with its legal and contractual obligations. Business continuity The Group has built a resilient technology infrastructure, designed to provide data security and continuity of service. The Board recognises the ongoing importance of resilience to cyber threats and invests in primary and secondary data centres along with a distributed domain name server constellation operated by the Group and third party providers. The Board keeps the infrastructure requirements under review and adopts a continuous improvement approach to further investment, within appropriate parameters, as business activities expand. The technical provision, alongside customer support, is considered one of the most significant aspects of business continuity. Statement of Directors’ responsibilities in respect of the annual report and the financial statements The Directors are responsible for preparing the Strategic report, the Directors’ report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and applicable law. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; • state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. 22 CentralNic Group Plc Annual Report 2018 Auditors The Company’s independent external auditors, Crowe U.K. LLP, were initially appointed on 17 July 2013 and were most recently reappointed at the Company’s Annual General Meeting of 25 June 2018. It is proposed by the Board they be put forward for reappointment as auditors and a resolution concerning their reappointment will be proposed at the forthcoming AGM. Registered office 35-39 Moorgate, London EC2R 6AR Registered number: 08576358 Approved by the Board and signed on its behalf by: Mike Turner Chairman 12 May 2019 They are further responsible for ensuring that the Strategic report and the Directors’ report and other information included in this annual report and financial statements is prepared in accordance with applicable law in the United Kingdom. The maintenance and integrity of the CentralNic website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred in the accounts since they were initially presented on the website. Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from legislation in other jurisdictions. Disclosure of audit information The Directors confirm that, as at the date of approval of this annual report, so far as each Director is aware there is no relevant audit information of which the Company’s auditor is unaware and that he or she has taken all the steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. Going concern The Directors have in place procedures to review the forecasts and budgets for the coming year, which have been drawn up with appropriate regard for both the macroeconomic environment in which the Group operates and the particular circumstances influencing the Domain Name industry and the Group itself. These were prepared with reference to historic and current industry knowledge, contracted trading activities and prospects that relate to the future strategy of the Group. As a result, at the time of approving the financial statements, the Directors consider that the Company and the Group have sufficient resources to continue in operational existence for the foreseeable future and that it is appropriate to adopt the going concern basis in the preparation of the financial statements. As with all forecasts, the Directors cannot guarantee that the going concern basis will remain appropriate given the inherent uncertainty relating to future events. Principal areas of Uncertainty and Risks are highlighted on pages 16 and 17. CentralNic Group Plc Annual Report 2018 23 GOVERNANCE Corporate governance Introduction The Directors appreciate the value of good corporate governance and have with effect from September 2018 adopted the QCA Corporate Governance Code. The Company takes steps to ensure compliance by the Board and employees with the terms of the code. Directors’ time commitment We set out the likely time commitment for each Non-Executive Director in their appointment letter. This is of course an estimate and may change depending on the demands of the business. We expect Non-Executive Directors to devote to discharge their duties effectively and attend all meetings of the Board. The Board of CentralNic Group Plc places governance and controls at the centre of its strategy. The Company has a dedicated Compliance committee which meets monthly. The remit of the Compliance committee is to ensure that all governance policies are administered, reviewed and complied with across the Group. Don Baladasan, the Managing Director of the Group, chairs this committee and provides a conduit between the Board and the committee. This ensures timely decisions and challenges are communicated to the Board. In addition, a formal summary report relating on the Compliance committee is reported at Board meetings. Board governance and policy At year-end, the Board comprised of a Non-Executive Chairman, two Executive Directors and four Non-Executive Directors. The Board meets regularly to consider the business strategy, performance and the framework of internal controls. To enable the Board to discharge its duties, all Directors receive appropriate and timely information. Briefing papers are distributed to all Directors in advance of Board meetings. All Directors have access to the advice and services of the Company Secretary, who is responsible for ensuring that the Board procedures are followed, and that applicable rules and regulations are complied with. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. In line with the requirements of the Company’s Articles of Association, the Group has voluntarily chosen that four Directors will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election. The majority of the Board is made up of independent Non-Executive Directors. We judged the Chairman to be independent at the time of his appointment, and consider all other Non-Executive Directors to be independent under the terms of the Code. In addition, procedures are in place to enable the Directors to obtain independent professional advice in the furtherance of their duties, if necessary, at the Company’s expense. Throughout their period in office the Directors are continually updated on the Group’s business, the industry, corporate social responsibility matters and other changes affecting the Group by written briefings and meetings with senior management. They are also updated on changes to the legal and governance requirements of the Group, and upon themselves as Directors, on an ongoing and timely basis. The attendance of each Director at Board and committee meetings during the during the financial year ending 31 December 2018 is set out in the table below: Attendance table Audit Remuneration Nominations Board Committee Committee Committee Don Baladasan 8/8 – – – Ben Crawford 8/8 – – – Thomas Rickert 8/8 3/3 4/4 2/2 Sam Dayani 8/8 – 4/4 – Mike Turner 8/8 2/3 4/4 2/2 Iain McDonald 8/8 3/3 – 2/2 Tom Pridmore 8/8 3/3 4/4 2/2 Attendance is expressed as the number of meetings attended/number eligible to attend. Directors’ attendance by invitation at meetings of committees of which they are not a member is not reflected in the above table. Board performance evaluation A formal process of performance evaluation of the Board, its committees and its individual Directors takes place every year. The review may be conducted internally or by external consultants. The performance of the Board, its committees and its individual Directors is also continually monitored by the Chairman. The Remuneration and Nominations committees coordinate on succession planning of the executive leadership team and make recommendations to the Board for the re-appointment of Non-Executive Directors if and when necessary. As the business has developed, the composition of the Board has been under constant review to ensure that it remains appropriate to the managerial requirements of the Group. In line with the requirements of the Company’s Articles of Association, the Group has voluntarily chosen that four Directors will retire at the Annual General Meeting and, being eligible, will offer themselves for re-election. 24 CentralNic Group Plc Annual Report 2018 Board committees The Company has established Audit, Nomination and Remuneration committees. The terms of reference for the three committees were reviewed during the year and are available for inspection on request from the Company Secretary. Audit committee The Audit committee has Iain McDonald as Chairman and other members of the committee include Mike Turner, Thomas Rickert and Thomas Pridmore. The Chief Financial Officer is invited to and regularly does attend the committee meetings, as does the Chief Executive Officer. The Audit committee reviews all fees related to non-audit work, and the committee reviews any material non-audit work prior to commencement. Details of auditor fees can be found in note 7 to the financial statements. Remuneration committee The Group’s Remuneration committee is responsible, on behalf of the Board, for developing remuneration policy. Details of objectives and policy are provided in the Remuneration report on pages 29 to 31. The Remuneration committee has Tom Pridmore as its Chairman and other members of the committee include Mike Turner, Samuel Dayani and Thomas Rickert. The primary responsibilities of the committee, having due regard for the interests of Shareholders, include: The primary responsibilities of the committee, having due regard for the interests of Shareholders include: • Monitoring the integrity of the half yearly and annual financial statements and formal announcements regarding the Group’s financial performance. • Reviewing significant accounting policies, areas of significant estimates and judgments and disclosures in financial reports. • Monitoring the quality and effectiveness of internal control procedures and risk management systems. • Considering the requirement for Internal Audit, taking into account the size, distribution and nature of the Company and the Group and its operations. • Reviewing the external auditor reports relating to the Company’s accounting and internal control procedures. • Overseeing the Board’s relationship with the external auditors, including their continued independence and making recommendations to the Board on the selection of external auditors. The Audit committee is required to meet at least twice a year. During the year the committee met on three occasions. The appointment of the independent external auditor is approved by the Shareholders annually. The independent auditor’s audit of the financial statements is conducted in accordance with International Standards on Auditing, ISA (UK and Ireland) issued by the Auditing Practices Board. It is noted that the external auditor also operates procedures designed to safeguard their objectivity and independence. After taking into account the size, distribution, current robust procedures and controls, together with the nature of the Company and the Group and its operations, the Audit committee has concluded that an internal audit function is not presently required. The Audit committee will re-evaluate this position on a regular basis. • Determining and agreeing with the Board the remuneration policy for the Chairman of the Board, the Non-Executive Directors and the Executive Directors and other senior managers. • Reviewing the design of share incentive plans for approval by the Board and determining the award policy to Executive Directors and personnel under existing plans. • Determining the remainder of the remuneration packages (principally salaries, bonus and pension) for the Executive Directors and senior management including any performance-related targets. • Reviewing and noting remuneration trends across the Group. • Coordinating with the Nominations committee in relation to the remuneration to be offered to any new Executive Director. • Taking responsibility for the selection criteria and if appropriate selecting, appointing and setting terms of reference for any remuneration consultants engaged to advise the committee. • The Remuneration committee was created in September 2013 and is required to meet at least twice a year. During 2018 the committee met on four occasions. • It is the Group’s policy that Executive Directors’ service contracts contain at least a three month notice period. Nominations committee The Group’s Nominations committee has the power and authority to carry out a selection process of candidates before proposing new appointments to the Board. The Nominations committee has Mike Turner as its Chairman and other members of the committee include Iain McDonald, Thomas Rickert and Tom Pridmore. CentralNic Group Plc Annual Report 2018 25 GOVERNANCE Corporate governance continued The Nominations committee was created in September 2013 and is required to meet at least once a year. During 2018 the committee met on two occasions. The Company prepares annual budgets which are reviewed by the Board. The budgets are then updated during the year to provide latest forecasts. Capital expenditure is regulated by the budget process, and is kept under regular review during the year. Investment appraisal techniques, using discounted cash flow projections, are deployed in relation to material investments and are reviewed by the Board as part of good governance such that material transactions that are significant in terms of their size or type are only undertaken after Board review. The Board acknowledges that there are processes in place for identifying, evaluating and managing risks faced by the Group, and places emphasis on continuous process improvement. Corporate responsibility, the environment and health and safety The Group is committed to maintaining and promoting high standards of business integrity. Company values, which incorporate the principles of corporate social responsibility and sustainability, guide the Group’s relationships with its stakeholders including clients, employees and the communities and environment in which the Group operates. The Group’s approach to sustainability addresses both its environmental and social impacts, supporting the Group’s vision to remain an employer of choice, while meeting client demands for socially responsible partners. By way of example the Group Companies have arranged and promoted a number of ACE (Athletics, Community and Environmental) activities in the past. In the last financial year, the Company has taken steps to ensure slavery and human trafficking is not taking place in our supply chains or in any part of our business. Our full statement in response to Section 54, Part 6 of the Modern Slavery Act 2015 which sets out the steps that the Group has taken and its ongoing commitment to this vitally important topic can be found on the CentralNic Investor site at https://investor. centralnicgroup.com/investors/anti-slavery-statement/ The Group respects local laws and customs while supporting international laws and regulations. These policies have been integral in the way Group Companies have done business in the past and will continue to play a central role in influencing the Group’s practice in the future. The Group has adopted a policy for Directors and key employee share dealings which is appropriate for an AIM-quoted Group. The Directors comply with Rule 21 of the AIM rules relating to Director’s dealings and take reasonable steps to ensure compliance by the Group’s applicable employees. The Executive and Non-Executive Directors service contracts are available for inspection by Shareholders on request to the Company Secretary. The Chairman and Non-Executive Directors do not participate in agenda items at any meeting when discussions in respect of matters relating to their own position take place. Risk management and internal controls The Board has primary responsibility for establishing and maintaining the Group’s financial and non-financial controls, as well as identifying the major risks facing the Group. Internal control systems are designed to meet the particular needs of the Group and the risks to which it is exposed. By their nature, internal controls can provide reasonable but not absolute assurance against material misstatement or loss. The Executive Directors and Senior Management have specific responsibilities for aspects of the Group’s affairs and have regular discussions to address operational matters, as well as considering the skill sets required in their teams to maintain the internal controls required. Accounting procedures The financial processes and control systems are kept under regular review by the Executives with oversight from the Board, with a view to further evolution and improvement as the Group’s activities expand. This includes the maintenance of and adherence to a Financial Procedures Board Memorandum which is reviewed and updated periodically. Accounting procedures are managed on a day-to-day basis by the Finance team. Responsibility levels are set and agreed with the Board, with authority delegated to appropriate responsible managers as well as the Executive. Segregation of duties is deployed to the degree this is practical and efficient, noting the size and geographic distribution of the Group. Monthly management accounts are reported to the Board, under IFRS (EU) with the content aligned to the Group’s management information requirements. The Board reviews the accounts in detail during each Board meeting and requests further information as the need arises. Comparisons to approved budgets and forecasts are prepared with associated commentary provided. 26 CentralNic Group Plc Annual Report 2018 Communications with Shareholders The Board regards the importance of effective communication with Shareholders as essential. Relations with Shareholders are managed principally by the Chief Executive Officer, Chief Financial Officer and the Chairman, and meetings are regularly held with institutional investors and analysts during the year. The Chairman, Chief Executive Officer, the Chief Financial Officer and if required other Executive and Non-Executive Directors make themselves available for meetings with major Shareholders either individually or collectively. The Group’s Shareholders are invited to attend the AGM at which the majority of Directors are present. The Group’s Nominated Advisors and Joint Brokers also convey Shareholder opinions to the Chairman and Chief Executive Officer and these are discussed with the Board. The Group’s website contains information on current business activities, including the annual and interim results. Annual General Meeting date The Annual General meeting will be convened in accordance with the provisions of the Companies Act 2006. The Annual General Meeting will take place on Thursday, 20 June 2019 at 10.00am at the offices of the Company’s solicitors: DWF LLP 20 Fenchurch Street, London EC3M 3AG The proposed resolutions together with proxy forms and this annual report will be distributed to Shareholders by the 24 May 2019, if not before. CentralNic Group Plc Annual Report 2018 27 GOVERNANCE Audit committee report The role of the Audit committee and members is outlined on page 25. During the year the Audit committee received and reviewed reports from the Chief Financial Officer, other members of management and external auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The Chief Executive Officer and Chief Financial Officer are invited to attend parts of meetings, with other senior financial managers required to attend when necessary. The external auditors attended meetings to discuss the planning and conclusions of their work and meet with the members of the committee. The committee was able to call for information from management and consults with the external auditors directly as required. The objectivity and independence of the external auditors was safeguarded by reviewing the auditors’ formal declarations, monitoring relationships between key audit staff and the Company and tracking the level of non-audit fees payable to the auditors. Significant attention was given to the level of non-audit fees provided. As noted above, the committee met three times during the year, to review the 2017 annual accounts and the interim accounts to 30 June 2018 and audit planning for the year ended 31 December 2018. The committee reviewed with the independent auditor its judgements as to the acceptability of the Company’s accounting principles. Since the year end the committee has met further with the auditors to consider the 2018 financial statements. In particular, the committee discussed the significant audit risks, accounting for acquisitions during the year, application of the new accounting standards, IFRS 9 and IFRS 15, and the future application of IFRS 16. The committee reviewed and discussed the auditor’s comments on improvements which could be made to the internal controls. In addition, the committee monitors the auditor firm’s independence from Company management and the Company. 28 CentralNic Group Plc Annual Report 2018 Remuneration report As the Company is an AIM listed company, it is not required to present a Directors’ Remuneration Report. However, the Board has chosen to do so in line with evolving best practice. Remuneration committee The membership of the committee and the principal activities are detailed in the Corporate Governance section of this annual report on page 25. Remuneration policy The Company’s remuneration policy is focused on being able to attract, retain and incentivise management with the appropriate skills and expertise to realise the Group’s strategic objectives and align management’s interests with those of Shareholders. The Directors believe that it is important to properly motivate and reward key senior employees and executives and to do so in a manner that aligns their interests with the interests of the Shareholders. The Directors also recognise the importance of ensuring that all employees are engaged, incentivised and identify closely with the profitability of the Company. Directors’ remuneration The average number of staff employed by the Group is included in note 8 to the financial statements. Disclosure of the remuneration for key management personnel, as required under IAS 24, is also detailed in note 8 to the financial statements. In particular the Remuneration committee seeks to link payment to performance and as a result create a performance culture within the business. In terms of the remuneration of the Company’s Directors, entries to profit and loss included in the Statement of Comprehensive Income include: Share based Salaries & fees Bonus Pension payments 2018 2017 £’000 £’000 £’000 £’000 £’000 £’000 Non-Executive Directors Samuel Dayani 20 – – – 20 – Thomas Rickert 51 – – 50 101 106 Tom Pridmore 50 – 1 50 101 101 Mike Turner 40 – – 87 127 163 Iain McDonald 50 – 1 45 96 106 Executive Directors Robert Pooke – – – – – 7 Ben Crawford 230 297 11 – 538 341 Glenn Hayward – – – – – 202 Desleigh Jameson – – – – – 354 Donald Baladasan 251 138 – – 389 96 692 435 13 232 1,372 1,476 Included in the Directors’ emoluments above are the following: • A charge of £20,000 included in the year to the Company and Group by Samuel Dayani (2017: nil). • A charge of £40,000 to the Company and Group by Taylor Wessing LLP, a partnership where Mike Turner is a partner (2017: £40,000). • There were no charges included in the year in relation to Robert Pooke (2017: £7,000). • Ben Crawford’s salaries and fees include salary amounts of £178,000 (2017: £182,000) and social security costs of £52,000 (2017: £32,000). The special bonus of £297,000 is included in the bonus section. • There were no charges in the year in relation to Glenn Hayward (2017: £81,000). • There were no charges in the year in relation to Desleigh Jameson (2017: £234,000). • A charge of £383,000 in the year to the Company and Group by Mataxis Ltd of which Donald Baladasan has a controlling interest (2017: £96,000). • Not included in the table above, a charge of £72,000 was included in the year to the Company and Group by Neozoon Sàrl of which Michael Riedl has a controlling interest (2017: nil) in the administrative expenses. Michael Riedl was appointed Chief Financial Officer of the Group on 19 March 2019. Share options Prior to admission to AIM, CentralNic established both an unapproved share option scheme and an Enterprise Management Incentive option scheme (EMI) under which certain key executives and employees were invited to participate. These options were rolled over into the Company during 2013. CentralNic Group Plc Annual Report 2018 29 GOVERNANCE Remuneration report continued To reflect existing commitments, the options granted in June 2013 for the unapproved option scheme and the EMI scheme vest in 12 equal instalments at three month intervals following the Admission. The unapproved options granted on 14 October 2013 vest three years after the date of grant. Iain McDonald these options were issued with a vesting date to coincide with the third anniversary of their appointments, namely 15 September 2018 and 26 October 2018. There were also further unapproved options issued to Tom Pridmore and Thomas Rickert, both with a vesting date of 3 February 2019. Ben Crawford participates in both the June 2013 and October 2013 unapproved scheme, and Donald Baladasan participates in the June 2013 unapproved scheme. Glenn Hayward (a former Director) participated in the EMI scheme, with options granted on 28 April 2015. The EMI options granted to Glenn Hayward vested on 10 February 2017. These options were exercised in October 2018. No options were issued to the Directors during the year. These share incentive arrangements are designed to support the strategy of generating significant sustainable value for Shareholders by linking the rewards for executives and the Board with the value created for Shareholders and thereby aligning the interests of key executives with those of Shareholders. Desleigh Jameson (a former Director) participated in the unapproved scheme with the options granted in February 2016 with a vesting date of 14 January 2019. Shares acquired or options granted under any share incentive arrangements operated by the Company will be limited in total to 10% of the Company’s issued share capital from time to time. Unapproved options were also issued to Non-Executive Directors during 2016. In the case of Mike Turner and The table below shows the outstanding share options issued to Directors and former Directors at 31 December 2018: Number of options Exercise price Options granted Outstanding at 1 January 2018 and 31 December 2018 Ben Crawford 1,316,000 10p 1 June 2013 Donald Baladasan 52,083 10p 1 June 2013 Ben Crawford 850,000 55p 14 October 2013 Thomas Rickert 88,000 55p 14 October 2013 Tom Pridmore 88,000 55p 14 October 2013 Mike Turner 750,000 40p 4 February 2016 Iain McDonald 350,000 40p 4 February 2016 Thomas Rickert 350,000 40p 4 February 2016 Tom Pridmore 350,000 40p 4 February 2016 Desleigh Jameson (former Director) 200,000 40p 4 February 2016 Total 4,394,083 Glenn Hayward (former Director) had 500,000 share options outstanding as at 1 January 2018 which were granted on 28 April 2015 at exercise price of 35 pence each. These share options were exercised in October 2018. No options were exercised during the year by the Directors or former Directors and no options have expired with the exception of Glenn Hayward. All options expire within 10 years of grant. Further details are provided in relation to share based payments in note 28 to the financial statements. In addition, a further 1,893,083 options over ordinary shares were in issue at 31 December 2018 (2017: 2,053,083), being held by the Group’s employees. The IFRS 2 charge in the year for all share option plans relating to the Directors was £232,000 (2017: £317,000). On 31 December 2018, the closing market price of CentralNic Group plc ordinary shares was 51.0 pence. The highest and lowest price of these shares in the year were 63.0 pence during January 2018 and 49.0 pence during August 2018 respectively. 30 CentralNic Group Plc Annual Report 2018 Directors’ interests (a) As at 31 December 2018, the interests of the Directors, including persons connected with the Directors within the meaning of section 252 of the Companies Act 2006, in the issued share capital of the Company are as follows: Ordinary shares Percentage Erin Invest & Finance Ltd* 21,630,382 12.68% Jabella Group Ltd** 4,203,276 2.46% Natwest FIS Nominees*** 3,699,000 2.17% Donald Baladasan 159,455 0.09% Iain McDonald**** 107,653 0.06% * ** *** The beneficial holder of Erin and Natwest FIS Nominee Limited is the father of Samuel Dayani, a Director of the Company. Jabellla Group Limited is a BVI company owned inter alia, by Erin. 4,203,276 ordinary shares are held by Jabella Group Limited in which Natwest FIS Nominee and Erin Invest & Finance Ltd have a 65% interest. **** Iain McDonald has an interest, held through a contract for difference, in 11,500 ordinary shares in the Company. (b) Save as disclosed in this annual report, none of the Directors nor any members of their families, nor any person connected with them within the meaning of section 252 of the Act, has any interest in the issued share capital of the Company or its subsidiaries. (c) Save as disclosed in this annual report, as at the date of this annual report, no Director has any option over any warrant to subscribe for any shares in the Company. (d) None of the Directors nor any members of their families, nor any person connected with them within the meaning of section 252 of the Act, has a related financial product (as defined in the AIM Rules) referenced to the ordinary shares. (e) None of the Directors is or has been interested in any transaction which is or was unusual in its nature or conditions or significant to the business of the Company and which was effected by the Company and remains in any respect outstanding or unperformed. (f) There are no outstanding loans made or guarantees granted or provided by the Company to or for the benefit of any Director other than disclosed in notes 17 and 26 to the financial statements. (g) Save as disclosed in this annual report, there are no potential conflicts of interest between any duties to the Company of the Directors and their private interests or their other duties. CentralNic Group Plc Annual Report 2018 31 FINANCIAL STATEMENTS Independent auditors report to the Members of CentralNic Group plc Opinion We have audited the financial statements of CentralNic Group Plc and its subsidiaries (the “Group”) and CentralNic Group plc (the “Parent Company”) for the year ended 31 December 2018, which comprise: • the Group consolidated statement of comprehensive income for the year ended 31 December 2018; • the Group consolidated and Parent Company statements of financial position as at 31 December 2018; • the Group consolidated and Parent Company statements of cash flows for the year then ended; • the Group consolidated and Parent Company statements of changes in equity for the year then ended; and • the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 the Financial Reporting Standard applicable in the UK (United Kingdom Generally Accepted Accounting Practice). In our opinion: Conclusions relating to going concern We have nothing to report in respect of the following matters in relation to which ISAs (UK) require us to report to you when: • the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or • the Directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Group’s or the Parent Company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue. Overview of our audit approach Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgment, we determined overall materiality for the Group and Company financial statements as a whole to be £320,000 (2017: 200,000) and £160,000 (2017: £160,000) respectively. In determining this, we considered a range of benchmarks with specific focus on approximately 0.75% of Group, approximately 5% of adjusted EBITDA (a key performance measure used by the Group), and, 5% Company profit before tax for the financial year. • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2018 and of the Group’s profit for the period then ended; • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; We use a different level of materiality (performance materiality) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgments made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. • the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and Where considered appropriate performance materiality may be reduced to a lower level, such as for related party transactions and Directors’ remuneration. • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. We agreed with the Audit committee to report to it all identified errors in excess of £15,000 (2017: £6,000). Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit We conducted full scope audit work in seven countries in which the Group has significant operations. In addition, we performed the audit of specific balances and transactions in six countries. In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the components by us, as the primary audit engagement team. For the full scope components in Australia New Zealand, Luxembourg and Germany, Slovakia, and, the United States, where the work was performed by component auditors, we determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for our opinion on the Group as a whole. 32 CentralNic Group Plc Annual Report 2018 The primary team led by the Senior Statutory Auditor was ultimately responsible for the scope and direction of the audit process. The primary team interacted regularly with the component teams where appropriate during various stages of the audit, reviewed working papers and were responsible for the scope and direction of the audit process. We visited the component auditors for Luxembourg and Germany. This, together with the additional procedures performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements. Key Audit Matters In preparing the financial statements, management made a number of subjective judgments, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. We focused our work primarily on these areas by assessing management’s judgments against available evidence, forming our own judgments and evaluating the disclosures in the financial statements. We also addressed the risk of management override of controls, including evaluating whether there was evidence of bias by management, which may represent a risk of material misstatement, especially in areas of critical accounting estimates and judgments as outlined in note 4. In our audit, we tested and examined information, using sampling and other auditing techniques, to the extent we considered necessary to provide a reasonable basis for us to draw conclusions. We obtained audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. In determining the key audit matters we noted the following changes from the prior year: • The assessment of both the KeyDrive S.A business combination and the GlobeHosting business combination are significant audit risks for the current year ended 31 December 2018. • The assessment of the SK.Nic A.S. business combination was a significant audit risk was specific for the prior year ended 31 December 2017. There have been no other changes in the Group’s overall operations during the current year that significantly impacted our audit. Therefore, our assessment of the most significant risks of material misstatement and resulting key audit matters, which are those risks having the greatest effect on the audit strategy and requiring particular focus, are otherwise the same as in the prior year and are detailed below. This is not a complete list of all risks identified by our audit. Key audit matter Revenue recognition The Group’s operating revenue arises from Reseller sales, Small business services and Corporate revenues amounted to £42.7m for the year ended 31 December 2018. The key revenue recognition risks are in respect of the following: • Appropriate recognition of revenue in accordance with the stated policies ensuring appropriate cut-off is applied for the recognition in the correct period and of accrued and deferred revenue; • Completeness of revenue in a digital environment; and • The transition to IFRS 15 and the application of the revenue in accordance with satisfaction of the respective performance obligations of each revenue stream. How the scope of our audit addressed the key audit matter We obtained an understanding of the revenue agreements and evaluated the Group’s processes and controls in place to calculate the amount and timing of subscription and activity based revenue transactions. We performed the following audit procedures on a sample basis, for both existing and new contracts, having regard to satisfaction of performance obligations, to assess the appropriateness of revenue recognition for individual transactions: • Assessed the appropriateness of the allocation of various revenue elements with reference to the terms of the contract; • Ensured revenue recognised from subscription fees was supported by signed contracts; • Assessed the existence of debtors through testing to contracts, cash received where applicable and a review of credit notes issued after year-end; • Assessed that revenue was recognised in the correct period, agreeing back to supporting documentation the contract price and the period in which the services were delivered; • Reviewed the Group’s assessment of the impact of IFRS 15 on the revenue streams in the business and their modified accounting policies; and • Undertook IT procedures around the systems and controls in respect of revenue. CentralNic Group Plc Annual Report 2018 33 FINANCIAL STATEMENTS Independent auditors report continued Key audit matter How the scope of our audit addressed the key audit matter Business combinations and acquisition accounting (Including the carrying value of goodwill and separately identifiable intangible assets) During the year, the Group completed the separate acquisitions of both KeyDrive S.A and GlobeHosting as disclosed in note 25. The Group has determined these acquisitions to be business combinations, the accounting for which can be complex. For both acquisitions the Group has determined the amounts to be recognised for fair value of both the consideration paid and the acquired assets and liabilities. This can involve significant estimates and judgments including, at the acquisition date, determining how purchase price is to be allocated between acquired assets and liabilities and identified intangible assets, and leading to the resultant recognition of goodwill at their respective fair values. There is a risk that inappropriate assumptions could result in material errors in the acquisition accounting. The Group used projected financial information in the purchase price allocation (PPA) exercise. Management use their best knowledge to make estimates when utilising the Group’s valuation methodologies. In order to determine the fair value of the separately identifiable intangible assets on a business combination, the valuation methodologies require input based on assumptions about the future and use discounted cash flows and cash flow forecasts. Due to the Group’s estimation process in the PPA Exercise and the work effort from the audit team, business combinations is considered a key audit matter. Carrying value of goodwill, investments and intangible assets When assessing the carrying value of goodwill, investments (including fair value) and intangible assets, management make judgments regarding the appropriate cash generating unit, strategy, future trading and profitability and the assumptions underlying these. We considered the risk that goodwill, investments and/or intangible assets were impaired. Our procedures included the following: • Assessing the competence and independence of third party engaged in undertaking the PPA valuation for Management; • Reviewing the share purchase agreement in respect of each business combination to understand the nature and terms of each transaction and to agree the consideration paid; • Assessing whether the acquisition during the year met the criteria of a business combination in accordance with IFRS 3; • Validating whether the date of acquisition was correctly determined by scrutinising the key transaction documents to understand key terms and conditions; • Assessing the fair value of assets and liabilities recorded in the purchase price allocation, by performing procedures including considering the completeness of assets and liabilities identified and the reasonableness of any underlying assumptions in their respective valuations and this would also include assessment on the reasonableness of the useful lives of the intangible assets and the consideration given; • Assessing and challenging the valuation techniques, assumptions (including those relating to growth rates and discount rates), models and calculations used to determine the fair value of the separately identifiable intangible assets and goodwill recognised on date of acquisition; and • Assessing the disclosures in respect of the business combination. We evaluated, in comparison to the requirements set out in IAS36, management’s assessment (using discounted cash flow models) as to whether goodwill, investments and/or intangible assets were impaired and the appropriateness in respect of any reversal of previous impairment made. We examined management’s evaluation of the fair value of investments. We challenged, reviewed and considered by reference to external evidence, management’s impairment and fair value models as appropriate and their key estimates, including the discount rate. We reviewed the appropriateness and consistency of the process for making such estimates. 34 CentralNic Group Plc Annual Report 2018 We have no other key audit matters to report with respect to our audit of the Parent Company financial statements. Our audit procedures in relation to these matters were designed in the context of our audit opinion as a whole. They were not designed to enable us to express an opinion on these matters individually and we express no such opinion. Other information The Directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinion on other matter prescribed by the Companies Act 2006 In our opinion based on the work undertaken in the course of our audit: • the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and • the Directors’ report and Strategic report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the Directors’ report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or • the Parent Company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Responsibilities of the Directors for the financial statements As explained more fully in the Directors’ responsibilities statement set out on pages 22 and 23, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. CentralNic Group Plc Annual Report 2018 35 FINANCIAL STATEMENTS Independent auditors report continued Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Nigel Bostock (Senior Statutory Auditor) for and on behalf of Crowe U.K. LLP Statutory Auditor London 12 May 2019 36 CentralNic Group Plc Annual Report 2018 Consolidated statement of comprehensive income for the year ended 31 December 2018 2018 2017** Note £’000 £’000 Revenue 5,6 42,672 24,348 Cost of sales (22,999) (9,720) Gross profit 19,673 14,628 Administrative expenses (22,058) (12,287) Share based payments expense (360) (453) Operating (loss)/profit (2,745) 1,888 Adjusted EBITDA* 6,957 4,203 Depreciation 13 (250) (100) Amortisation of intangible assets 14 (4,230) (2,184) Fair value movement of investment 16 (997) – Non core operating expenses 9 (4,485) (1,982) Foreign exchange 631 (588) Premium domain sales 23 2,992 Share of associate income (34) – Share based payments expense 28 (360) (453) Operating (loss)/profit (2,745) 1,888 Finance income 10 2 19 Finance costs 10 (1,094) (536) Net finance costs 10 (1,092) (517) Share of associate income 34 – (Loss)/profit before taxation 7 (3,803) 1,371 Income tax expense 11 (1,064) (349) (Loss)/profit after taxation (4,867) 1,022 Items that may be reclassified subsequently to profit and loss Exchange difference on translation of foreign operation 1,377 (302) Total comprehensive (loss)/income for the period (3,490) 720 (Loss)/profit is attributable to: Owners of CentralNic Plc (4,867) 1,022 Non-controlling interest – – (4,867) 1,022 Total comprehensive (loss)/income is attributable to: Owners of CentralNic Plc (3,486) 720 Non-controlling interest (4) – (3,490) 720 2018 2017 Note pence pence Earnings per share Basic (pence) 12 (3.82) 1.07 Diluted (pence) 12 (3.82) 1.04 * Earnings before interest, tax, depreciation and amortisation, foreign exchange, and non-core operating costs and revenues (acquisition costs, integration costs, settlement items, and premium domain sales). ** 2017 numbers have been restated to reclassify payroll and consultancy costs of £4.8m from cost of sales into administrative expenses, in line with the 2018 presentational change. All amounts relate to continuing activities. The notes on pages 41 to 74 form an integral part of these financial statements. CentralNic Group Plc Annual Report 2018 37 FINANCIAL STATEMENTS Consolidated statement of financial position as at 31 December 2018 2018 2017 Note £’000 £’000 ASSETS Non-current assets Property, plant and equipment 13 728 208 Intangible assets 14 99,428 53,460 Deferred receivables 15 865 1,050 Investments fair value through other comprehensive income 16a – 997 Investments 16b 1,086 – Deferred tax assets 22 1,270 1,502 103,377 57,217 Current assets Trade and other receivables 17 19,047 14,054 Inventory 3,052 327 Cash and bank balances 18 18,039 10,862 40,138 25,243 Total assets 143,515 82,460 EQUITY AND LIABILITIES Equity Share capital 19 171 96 Share premium 19 54,173 16,545 Merger relief reserve 19 1,879 1,879 Share based payments reserve 2,660 2,507 Foreign exchange translation reserve 2,985 1,608 (Accumulated losses)/retained earnings (890) 3,817 Capital and reserves attributable to owners of the Group 60,978 26,452 Non-controlling interests 4 – Total equity 60,982 26,452 Non-current liabilities Other payables 20 5,994 5,634 Deferred tax liabilities 22 9,839 5,519 Borrowings 24 17,917 15,541 33,750 26,694 Current liabilities Trade and other payables and accruals 23 46,655 27,047 Taxation payable 353 413 Borrowings 24 1,775 1,854 48,783 29,314 Total liabilities 82,533 56,008 Total equity and liabilities 143,515 82,460 These financial statements were approved and authorised for issue by the Board of Directors on 12 May 2019 and were signed on its behalf by: Mike Turner Chairman Company Number: 08576358 The notes on pages 41 to 74 form an integral part of these financial statements. 38 CentralNic Group Plc Annual Report 2018 Consolidated statement of changes in equity for the year ended 31 December 2018 Accu- Equity Share Foreign mulated attributable Merger based exchange (losses)/ to owners of Non- Share Share relief payments translation retained the Parent controlling Total capital premium reserve reserve reserve earnings Company interests equity £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance as at 31 December 2016 96 16,545 1,879 2,004 1,910 2,785 25,219 – 25,219 Profit for the year – – – – – 1,022 1,022 – 1,022 Other comprehensive income Translation of foreign operation – – – – (302) – (302) – (302) Total comprehensive income for the year – – – – (302) 1,022 720 – 720 Transactions with owners Issue of new shares Share based payments – – – 453 – – 453 – 453 Share based payments – reclassify lapsed options – – – (10) – 10 – – – Share based payments – deferred tax asset – – – 60 – – 60 – 60 Balance as at 31 December 2017 96 16,545 1,879 2,507 1,608 3,817 26,452 – 26,452 (Loss)/profit for the year – – – – – (4,867) (4,867) 4 (4,863) Other comprehensive income Translation of foreign operation – – – – 1,377 – 1,377 – 1,377 Total comprehensive income for the year – – – – 1,377 (4,867) (3,490) 4 (3,486) Transactions with owners Share issued 75 38,673 – – – – 38,748 – 38,748 Share issue costs – (1,045) – – – – (1,045) – (1,045) Share based payments – – – 360 – – 360 – 360 Share based payments – reclassify lapsed options – – – (160) – 160 – – – Share based payments – deferred tax asset – – – (47) – – (47) – (47) Balance as at 31 December 2018 171 54,173 1,879 2,660 2,985 (890) 60,978 4 60,982 • Share capital represents the nominal value of the Company’s cumulative issued share capital. • Share premium represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. • Merger relief reserve represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. Where the consideration for shares in another company includes issued shares, and 90% of the equity is held in the other company. • Retained earnings represent the cumulative value of the profits not distributed to Shareholders but retained to finance the future capital requirements of the CentralNic Group. • Share based payments reserve represents the cumulative value of share based payments recognised through equity. • Foreign exchange translation reserve represents the cumulative exchange differences arising on Group consolidation. • The non-controlling interests comprise the portion of equity of subsidiaries that are not owned, directly or indirectly, by the Group. These non-controlling interests are individually not material for the Group. The notes on pages 41 to 74 form an integral part of these financial statements. CentralNic Group Plc Annual Report 2018 39 FINANCIAL STATEMENTS Consolidated statement of cash flows for the year ended 31 December 2018 2018 2017 Note £’000 £’000 Cash flow from operating activities (Loss)/profit before taxation (3,803) 1,371 Adjustments for: Depreciation of property, plant and equipment 250 100 Amortisation of intangible assets 4,230 2,184 Fair value movement of investment 997 – Profit on investment in associate (34) – Finance cost – net 1,092 517 Share based payments 360 453 Decrease in trade and other receivables 1,892 1,196 Increase/(decrease) in trade and other payables and accruals 6,667 (1,011) (Increase)/decrease in inventories (2,725) 77 Cash flow from operations 8,926 4,887 Income tax paid (2,260) (1,098) Net cash flow generated from operating activities 6,666 3,789 Cash flow used in investing activities Purchase of property, plant and equipment (299) (104) Purchase of intangible assets (3,389) (415) Payment of deferred consideration (510) – Acquisition of a subsidiary, net of cash acquired 25 (8,969) (17,368) Net cash flow used in investing activities (13,167) (17,887) Cash flow used in financing activities Proceeds from borrowings (net of repayments) 2,342 15,298 Proceeds from issuance of ordinary shares 24,185 – Costs from share issue (1,045) – Payment of debt like items (11,187) – Interest paid (511) (89) Net cash flow generated from financing activities 13,784 15,209 Net increase/(decrease) in cash and cash equivalents 7,283 1,111 Cash and cash equivalents at beginning of the year 10,862 9,902 Exchange (losses)/gains on cash and cash equivalents (106) (151) Cash and cash equivalents at end of the year 18,039 10,862 Bank borrowings (excluding prepaid costs) (20,517) (18,078) Net (debt)/cash excluding issue costs of debt (2,478) (7,216) The notes on pages 41 to 74 form an integral part of these financial statements. 40 CentralNic Group Plc Annual Report 2018 Notes to the consolidated financial statements for the year ended 31 December 2018 1. General information (a) Nature of operations CentralNic Group Plc is the UK holding company of a group of companies which are engaged in the provision of global domain name services. The Company is registered in England and Wales. Its registered office and principal place of business is 35-39 Moorgate, London EC2R 6AR. The CentralNic Group provides Reseller, Small business, and Corporate and strategic consultancy for new Top Level Domains (TLDs), Country Code TLD’s (ccTLDs) and Second-Level Domains (SLDs) and it is the owner and registrant of a portfolio of domain names, which it uses as domain extensions and for resale on the domain name aftermarket. (b) Component undertakings The principal activities of the subsidiaries and other entities included in the financial statements are presented within the Particulars of Subsidiaries and Associates on pages 83 to 85 of these financial statements. 2. Application of IFRS (a) Basis of preparation The financial statements are measured and presented in sterling (£) rounded to the nearest thousand, unless otherwise stated, which is the currency of the primary economic environment in which many of the entities operate. They have been prepared under the historical cost convention, except for those financial instruments which have been measured at fair value through profit and loss. The financial statements have been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future. The financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS) issued by the International Accounting Standards Board (IASB), including related interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). The Directors have reviewed forecasts and budgets for the coming year having regard to both the macroeconomic environment in which the Group operates, historic and current industry knowledge and contracted trading activities and the future strategy of the Group. As a result of that review the Directors consider that it is appropriate to adopt the going concern basis of preparation. (b) Standards adopted in the year During the year, the Group adopted IFRS 9 – Financial Instruments and IFRS 15 – Revenue from contracts with customers which were effective for accounting periods commencing on 1 January 2018. As described in the last annual report, the Directors completed their detailed review of IFRS 9 and IFRS 15 at the time of reporting of the year ended 31 December 2017 results and concluded that the adoption of these standards would have no material impact on the financial statements. IFRS 15 is a prescriptive standard which requires a business to identify the performance obligations which are contracted with its customer base. The transaction price of the contract is determined after which the transaction price is allocated against the identified performance obligations. Revenue is recognised against each of the performance obligations as they are satisfied and as control is transferred. The Group evaluated the revenue recognition policy in place against the requirement of the standard. Performance obligations within customer contracts have been identified where domain names are sold for a term, where the management, customer and technical support is available to the customer over the period of that term, in Reseller division. The transaction price of the contract is evaluated in accordance with IFRS 15, and is attached to the performance obligations of the customer contract. Performance obligations are deemed to be satisfied by transferring control rateably over the period of contractual time, being the anniversary of the expiry date of the domain name. Small business and Corporate revenues take a similar approach, however revenues here are either recognised when control is passed on to the customer either on a percentage completion basis inline with contractual milestones or immediately recognised on delivery of the contracted work. Overall, the business determined that there is no material impact on the adoption of IFRS 15. IFRS 9 relates to Financial Instruments which contains the requirement for a) the classification and measurement of financial assets and financial liabilities, b) impairment methodology and c) general hedge accounting. As disclosed in note 29, the Group measures its financial assets and liabilities and accounts for any expected credit losses on the basis of the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. Therefore, the adoption of IFRS 9 causes no material impact on the financial statements. There have been no other standards adopted that have had a material impact on the financial statements and no standards adopted in advance of their implementation date. CentralNic Group Plc Annual Report 2018 41 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 2. Application of IFRS continued (c) Standards, amendments and interpretations to published standards not yet effective under IFRS 16 Lease IFRS 16 supersedes IAS 17 Leases and introduces a new single lessee accounting model which eliminates the current distinction between operating and finance leases for lessees. IFRS 16 will primarily affect the accounting for the group’s operating leases and is effective for the next accounting period. As at the reporting date, the Group has non-cancellable operating lease commitments of £1,032,000, see note 27. Under IFRS 16, the obligations to pay the future leases rentals over the expected lease term (as outlined in note 27) will be recognised as a lease liability (current and non-current) discounted at the incremental borrowing rate with a corresponding right of use asset also being recognised in the statement of financial position. Whilst there will be a material change in gross assets and liabilities, as a result of recognising the leases as right-of-use assets and liabilities, for the change in accounting policy, it is not anticipated that there will be a material impact on net assets. Additionally, whilst the depreciation on the right of use asset and the interest on the finance liability would be different to the present operating lease charge, it is not expected to have a material impact on the reported result in the statement. There are no other standards issued not yet effective that will have a material effect on the financial statements. 3. Summary of significant accounting policies The financial statements have been prepared on the historical cost basis, as explained in the accounting policies set out below, which has been prepared in accordance with IFRS. The principal accounting policies are set out below: (a) Basis of consolidation The consolidated financial statements include the financial statements of all subsidiaries. The financial year-ends of all entities in the Group are coterminous. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control over the operating and financial decisions is obtained and cease to be consolidated from the date on which control is transferred out of the Group. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. All intercompany balances and transactions, including recognised gains arising from inter-group transactions, have been eliminated in full. Unrealised losses are eliminated in the same manner as recognised gains except to the extent that they provide evidence of impairment. (b) Business combinations Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred and included in administrative expenses. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by the acquiree. Where not all of the equity of a subsidiary is acquired, the non-controlling interests are recognised at the non-controlling interest’s share of the acquiree’s net identifiable assets. Upon obtaining control in a business combination achieved in stages, the Group remeasures its previously held equity interest at fair value and recognises a gain or a loss to the income statement. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units. 42 CentralNic Group Plc Annual Report 2018 3. Summary of significant accounting policies continued Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained. (c) Functional and foreign currencies (i) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated financial statements are presented in Pounds Sterling (£), the Group’s and the Company’s presentational currency. (ii) Transactions and balances Foreign currency transactions are translated into the functional currency at the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign currency gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except where deferred in other comprehensive income as qualifying cash flow hedges and qualifying net-investment hedges. Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the income statement within finance income or finance costs. All other foreign exchange gains and losses are recognised in profit and loss within administrative expenses. (iii) Group Companies The results and financial position of all of the Group entities, none of which has the currency of a hyper-inflationary economy, that have a functional currency different from the presentation currency of the Group are translated as follows: a) assets and liabilities for each statement of financial position are translated at the closing rate at the date of that statement of financial position; b) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing at the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and c) all resulting exchange differences are recognised in other comprehensive income. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income. (d) Financial instruments Financial assets and liabilities are recognised in the statements of financial position when CentralNic or one of the CentralNic Group entities has become a party to the contractual provisions of the instruments. The CentralNic Group’s financial assets and liabilities are initially measured at fair value plus any directly attributable transaction costs. The carrying value of the CentralNic Group’s financial assets (primarily cash and bank balances) and liabilities (primarily CentralNic’s payables and other accrued expenses) approximate their fair values. Financial instruments are offset when the CentralNic Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously. The Group classifies its financial assets into one of the categories discussed below. The Group’s accounting policy for each category is as follows: (i) Amortised cost These assets arise principally from the provision of goods and services to customers (eg trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being shown as impairment charge in the consolidated Statement of profit or loss and other comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. CentralNic Group Plc Annual Report 2018 43 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 3. Summary of significant accounting policies continued Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward-looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12 months expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. From time to time, the Group elects to renegotiate the terms of trade receivables due from customers with which it has previously had a good trading history. Such renegotiations will lead to changes in the timing of payments rather than changes to the amounts owed and, in consequence, the new expected cash flows are discounted at the original effective interest rate and any resulting difference to the carrying value is recognised in the consolidated statement of profit or loss and other comprehensive income (operating profit). The Group’s financial assets measured at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows – bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position. (ii) Fair value through other comprehensive income The Group has an equity interest in a number of investments in unlisted entities which are not accounted for as subsidiaries, associates or jointly controlled entities. For those investments, the Group has made an irrevocable election to classify the investments at fair value through other comprehensive income rather than through profit or loss as the Group considers this measurement to be the most representative of the business model for these assets. They are carried at fair value with changes in fair value recognised in other comprehensive income and accumulated in the fair value through other comprehensive income reserve. Upon disposal any balance within fair value through other comprehensive income reserve is reclassified directly to retained earnings and is not reclassified to profit or loss. Dividends are recognised in profit or loss, unless the dividend clearly represents a recovery of part of the cost of the investment, in which case the full or partial amount of the dividend is recorded against the associated investments carrying amount. Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve. (iii) Financial liabilities and equity instruments Financial liabilities are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to financial liabilities are reported in profit or loss. Distributions to holders of financial liabilities are classified as equity and charged directly to equity. Financial liabilities Financial liabilities comprise long-term borrowings, short-term borrowings, trade and other payables and accruals, measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period to the net carrying amount on initial recognition. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the CentralNic Group are recognised at the proceeds received, net of direct issue costs. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from proceeds. Dividends on ordinary shares are recognised as liabilities when approved for appropriation. 44 CentralNic Group Plc Annual Report 2018 3. Summary of significant accounting policies continued (e) Property, plant and equipment Property, plant and equipment, including leasehold improvements and office furniture and equipment, are stated at cost less accumulated depreciation and impairment losses, if any. Depreciation is calculated using the methods below to write off the depreciable amount of the assets over their estimated useful lives. Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is fully depreciated. The principal annual rates used for this purpose are: UK Australia New Zealand Slovakia Germany Luxembourg Depreciation method Reducing Reducing Reducing Straight Straight Straight balance balance balance line line line Computer equipment 60-65% 25% 25% 20% 33% 20-25% Furniture and fittings 15-20% 5-10% 5-20% 20% 9-10% – Motor vehicles – – – – 16.7% – The depreciation method, useful lives and residual values are reviewed, and adjusted if appropriate, at the end of each reporting period to ensure that the amounts, method and periods of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the asset. Subsequent component replacement costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the CentralNic Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it is located for which the CentralNic Group are obliged to incur when the asset is acquired, if applicable. An item of property and equipment is derecognised upon disposal or when no future economic benefits are expected from its use. Any gain or loss arising from de-recognition of the asset is recognised in profit or loss. Intangible assets (f) Intangible assets represent amounts paid to acquire the rights to own and act as registrant for a portfolio of domain names. Capitalised domain names have a finite useful life and are measured at cost less accumulated amortisation and impairment losses, if any. Domain names are amortised on an annual basis at the rate of 10% reducing balance. Domain names not held for resale are included in the balance sheet at amortised cost and classified as “Domain names” and amortised over their useful lives. Domain names held for resale are included in the balance sheet at the lower of cost and net realisable value and classified as stock held for sale, no amortisation being charged. If a decision is taken to sell a domain name previously included in intangible assets it is reclassified as stock at net book value prior to sale. The useful economic life for the software acquired as part of the Internet.BS, Instra, and SK-NIC is five years with the customer list acquired being amortised over ten years. The useful economic life for the software acquired as part of the KeyDrive acquisition is three to nine years with the customer list acquired being amortised over seven to 10 years. Patent and Trademarks acquired as part of the acquisition of KeyDrive and GlobeHosting are amortised over the shorter of their useful life and/or contractual life or legal rights. If the contractual or legal right are renewed, the useful life will include the renewal period. Patent and trademarks are amortised over 5 to 15 years. Development costs that the CentralNic Group incurs for identifiable and unique software will be capitalised, where the following criteria are met: • it is technically feasible to complete the software so that it will be available for use; • management intends to complete the software product and use or sell it; • there is an ability to use or sell the software product; • it can be demonstrated that the asset will probably generate future economic benefits; • the expenditure attributable to the software product during its development can be reliably measured; and • that there are adequate technical and finance resources available to complete this development. CentralNic Group Plc Annual Report 2018 45 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 3. Summary of significant accounting policies continued Costs capitalised in relation to computer software development may relate to either: • completely separable software; or • enhancements of existing software which are clearly identifiable as new modules within the system or new features which enable the asset to generate additional future economic benefit. For the avoidance of doubt this excludes the ongoing maintenance to the existing software. Directly attributable costs that are capitalised as part of the software product include the employee costs and an appropriate portion of the relevant overheads. Computer software development recognised as assets are amortised over their estimated useful lives, which are determined by the Directors. Costs for development initiatives that the CentralNic Group undertakes that are not otherwise allocable to specific domain names or projects are charged to expense through profit and loss when incurred. Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. The useful lives of intangible assets are assessed as either finite or indefinite. Intangible assets are tested for impairment annually if facts and circumstances indicate that impairment may exist. In the event that the expected future economic benefits of the intangible assets are no longer probable or expected to be recovered, the capitalised amounts are written down to their recoverable amount through profit and loss. (g) Impairment of non-financial assets The carrying values of non-financial assets, other than deferred tax assets, are reviewed at the end of each reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. The recoverable amount of the asset is the higher of the asset’s fair value less cost to sell and their value-in-use, which is measured by reference to discounted future cash flows. An impairment loss is recognised if the carrying value of the asset exceeds its recoverable amount. An impairment loss is recognised in profit or loss immediately. In respect of assets other than goodwill, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in profit or loss immediately. (h) Cash and cash equivalents Cash and bank balances comprise of cash in hand, bank balances, deposits with financial institutions and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (i) Employee benefits Short-term employee benefits, including wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are rendered by employees of the CentralNic Group. (j) Leases Assets held under leases are classified as operating leases and are not recognised in the CentralNic Group’s statement of financial position. Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised as part of the total lease expense, over the term of the lease. (k) Taxation Taxation for the year comprises of current and deferred tax. Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted or substantively enacted at the end of the reporting period. 46 CentralNic Group Plc Annual Report 2018 3. Summary of significant accounting policies continued Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying amounts of deferred tax assets are reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient future taxable profits will be available to allow all or part of the deferred tax assets to be utilised. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the end of the reporting period. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transactions either in other comprehensive income or directly in equity and deferred tax arising from a business combination is included in the resulting goodwill or excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the business combination costs. (l) Share based payments Employees (including Directors and Senior Executives) of the Group receive remuneration in the form of share based payment transactions, whereby these individuals render services as consideration for equity instruments (equity-settled transactions). These individuals are granted share option rights approved by the Board which can only be settled in shares of the respective companies that award the equity-settled transactions. Share option rights are also granted to these individuals by majority Shareholders over their shares held. No cash settled awards have been made or are planned. The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant individuals become fully entitled to the award (vesting point). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments and value that will ultimately vest. The statement of comprehensive income charge for the year represents the movement in the cumulative expense recognised as at the beginning and end of that period. The fair value of share based remuneration is determined at the date of grant and recognised as an expense in the statement of comprehensive income on a straight-line basis over the vesting period, taking account of the estimated number of shares that will vest. The fair value is determined by use of Black Scholes model method. (m) Provisions, contingent liabilities and contingent assets Provisions are recognised if, as a result of a past event, the CentralNic Group has a present legal or constructive obligation, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and when a reliable estimate of the amount can be made. Provisions are reviewed at the end of each financial reporting period and adjusted to reflect the current best estimate. Where effect of the time value of money is material, the provision is the present value of the estimated expenditure required to settle the obligation. A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by the occurrence of one or more uncertain future events not wholly within the control of the CentralNic Group. It can also be a present obligation arising from past events that is not recognised because it is not probable that outflow of economic resources will be required or the amount of obligation cannot be measured reliably. A contingent liability is not recognised in the financial statements but is disclosed in the notes to the financial statements. When a change in the probability of a contingent outflow occurs so that the outflow is probable, a liability will be recognised as a provision. CentralNic Group Plc Annual Report 2018 47 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 3. Summary of significant accounting policies continued A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain events not wholly within the control of the CentralNic Group. The CentralNic Group does not recognise contingent assets but discloses their existence where inflows of economic benefits are probable, but not virtually certain. (n) Revenue recognition Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the course of ordinary activities, net of discounts and sales related taxes. Revenue from the sale of services is recognised when the performance obligations are met under the customer contract. In particular: (i) Sale of Reseller services for domain names to registrars Reseller revenues are derived from their customer base, registrars, via the following three channels: a) Registry channel – These revenues are being generated from the provision of services through the registry service provider mechanism. CentralNic operates as a back end service provider for third party Top Level Domains on an exclusive basis, enabling the registrars to sell domain names to registrants. b) Reseller channel – Revenues are derived by facilitating the sale of domain names to registrars by acting as a reseller platform provider. c) Registry Operator channel – CentralNic is an asset holder for Country Code TLD .SK, and therefore generates revenues through sale of domain names of .SK extension to registrars. In accordance with IFRS 15, each segment evaluates the representation of the underlying customer contracts with the registrars, and identifies the performance obligation that are required to be met under the customer contract. Determining the transaction price and allocating the transaction price to the performance obligation is done is also considered, followed by the fulfilment of the performance obligation, therefore leading to the revenue recognition of the sale. For the Registry revenues and Registry operator channels, upon evaluation of the customer contract, the registry channel has several performance obligations that need to be met over the term of the domain name sale. An invoice under these divisions could cover the sale of a domain name for a fixed term period which could vary between one and ten years, and the performance obligations are expected to be fulfilled over the course of this term on a straight-line basis. Revenues that relate to the period in which the services are performed are recognised in the income statement of that period, with the amounts relating to future periods being deferred into ‘Deferred revenues’. For the Reseller channel, upon evaluation of the customer contract, the registry channel has performance obligations that are met at point of sale of the domain name. An invoice under this division could cover the licence to utilise the domain name for a fixed term period which could vary between one and ten years, however, all performance obligations are met at the point of sale, and therefore no revenue is deferred. (ii) Sale of Small business services for domain names to domain registrants Small business revenues are generated from the provision of retail and similar services to domain registrants. The sub revenue streams would be those of new registrations and renewals. Revenue originates when a transaction is generated on the service registry platform by the customer. For the small business division, upon evaluation of the customer contract, the registry channel has performance obligations that are met at point of sale of the domain name. An invoice under this division could cover the licence to utilise the domain name for a fixed term period which could vary between one and ten years, however, all performance obligations are met at the point of sale, and therefore no revenue is deferred. (iii) Sale of Corporate services Revenue from the provision of computer software to a customer is recognised when the Group has delivered the related software and completed all of the adaptions required by the customer for either the whole contract or for a specific milestone deliverable within the contract. The revenue is recognised at the point of fulfilment of the performance obligation, in line with the customer contract. Revenue from strategic consultancy and similar services is recognised in profit and loss in proportion to the stage of completion of the performance obligation at the reporting date. The stage of performance obligation fulfilment is determined based on completion of work performed to date as a percentage of total services to be performed. (iv) Changes during the year By exception, due to the refund policy which has been amended on 1 November 2018 as part of the integration, revenues of Instra (Small business and Reseller segments) and UK (small business segments) billed before the 1 November 2018 have been recognised over the course fixed term period of domain name sale, with the amounts relating to future periods being deferred into ‘Deferred revenues’ which are effectively customer payments on account in advance of satisfaction of the performance obligations. 48 CentralNic Group Plc Annual Report 2018 3. Summary of significant accounting policies continued (o) Inventories Inventories consists of Domain Names which are initially recognised at cost, and subsequently at the lower of cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition. Weighted average cost is used to determine the cost of ordinarily interchangeable items. (p) Associates Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Associates are initially recognised in the consolidated statement of financial position at cost. Subsequently associates are accounted for using the equity method, where the Group’s share of post-acquisition profits and losses and other comprehensive income is recognised in the consolidated statement of profit and loss and other comprehensive income (except for losses in excess of the Group’s investment in the associate unless there is an obligation to make good those losses). Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated investors’ interests in the associate. The investor’s share in the associate’s profits and losses resulting from these transactions is eliminated against the carrying value of the associate. Any premium paid for an associate above the fair value of the Group’s share of the identifiable assets, liabilities and contingent liabilities acquired is capitalised and included in the carrying amount of the associate. Where there is objective evidence that the investment in an associate has been impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets. 4. Critical accounting judgments and key sources of estimating uncertainty In the application of the CentralNic Group’s accounting policies, which are described in note 3, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other sources. The estimates and assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk of causing a significant adjustment to the carrying amounts of assets and liabilities in the financial statements: Impairment testing and fair value assessment The recoverable amounts of individual non-financial assets are determined based on the higher of the value-in-use and the fair value less costs to sell. These calculations will require the use of estimates and assumptions. It is reasonably possible that assumptions may change, which may impact the Directors’ estimates and may then require a material adjustment to the carrying value of investments, tangible and intangible assets. The Directors review and test the carrying value of investments, tangible and intangible assets when events or changes in circumstances suggest that the carrying amount may not be recoverable. For the purposes of performing impairment tests, assets are grouped at the lowest level for which identifiable cash flows are largely independent of cash flows of other assets or liabilities. If there are indications that impairment may have occurred, estimates will be prepared of expected future cash flows for each group of assets. For fair value through other comprehensive income financial assets, the Directors review the appropriateness and reasonableness of (i) the valuation technique(s) followed to determine the fair value and corroborative support (ii) the assumptions used in preparing such valuations and the evaluation of the sensitivity in such assumptions (iii) the evidence of indicators of a change in fair value and (iv) the adjustments required if there are indications that a change in fair value has arisen. Expected future cash flows used to determine the value in use of tangible and intangible assets will be inherently uncertain and could materially change over time. The carrying value of the Group’s tangible, intangible and investment assets are disclosed in notes 13, 14 and 16 respectively. CentralNic Group Plc Annual Report 2018 49 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 4. Critical accounting judgments and key sources of estimating uncertainty continued Acquisition accounting and goodwill Where the Group undertakes business combinations, the cost of acquisition is allocated to identifiable net assets and contingent liabilities acquired and assumed by reference to their estimated fair values at the time of acquisition. The remaining amount is recorded as goodwill. The valuation of identifiable net assets involves an element of judgment related to projected results. Fair values that are stated as provisional are not finalised at the reporting date and final fair values may be determined that are materially different from the provisional values stated. In addition, the fair value of the deferred consideration arising on the business combination/acquisition is a key area of accounting estimate. Judgment was exercised in determining the fair value of the assets and liabilities and the deferred consideration in the KeyDrive acquisition. Further details are set out in note 25. 5. Segment analysis CentralNic is an independent global domain name service provider. It provides Reseller, Small business and Corporate services and is the owner and registrant of a portfolio of domain names. Operating segments are prepared in a manner consistent with the internal reporting provided to the management as its chief operating decision maker in order to allocate resources to segments and to assess their performance. The Directors do not rely on segmental cash flows arising from the operating, investing and financing activities for each reportable segment for their decision making and have therefore not included them. There was a change in the composition in the segmental analysis and the comparatives have been updated. The segmental analysis is organised around the products and services of the business. The Reseller division is a global distributor of domain names and provides consultancy services to retailers. The Small business division provides domain names and ancillary services to end users, also on a global basis. The Corporate division represents revenue generated by providing technical and consultancy services to corporate clients, licencing of the Group’s in house developed registry management platform, and selling premium domain names. Management reviews the activities of the CentralNic Group in the segments disclosed below: 2018 Reseller Small business Corporate Total £000 £000 £000 £000 Revenue 20,881 18,344 3,447 42,672 Gross profit 9,730 7,461 2,482 19,673 Total administrative expenses (22,058) Share based payments expense (360) Operating loss (2,745) Adjusted EBITDA 6,957 Depreciation (250) Amortisation of intangibles assets (4,230) Fair value movement of investment (997) Non core operating expenses (4,485) Foreign exchange 631 Premium domain sales 23 Share of associate income (34) Share based payment expense (360) Operating loss (2,745) Finance cost (net) (1,092) Share of associate income 34 Loss before taxation (3,803) Income tax expense (1,064) Loss after taxation (4,867) 50 CentralNic Group Plc Annual Report 2018 5. Segment analysis continued 2017 Reseller Small business Corporate Total £000 £000 £000 £000 Revenue 5,743 14,736 3,869 24,348 Gross profit 4,856 5,978 3,794 14,628 Total administrative expenses (12,287) Share based payments expense (453) Operating profit 1,888 Adjusted EBITDA 4,203 Depreciation (100) Amortisation of intangibles assets (2,184) Non core operating expenses (1,982) Foreign exchange (588) Premium domain sales 2,992 Share based payment expense (453) Operating profit 1,888 Finance cost (net) (517) Profit before taxation 1,371 Income tax expense (349) Profit after taxation 1,022 The geographical locations of the non-current and current assets and non-current and current liabilities are located in the following territories. 2018 Non-current Non-current assets Current assets liabilities Current liabilities £’000 £’000 £’000 £’000 UK 4,996 12,626 28,532 19,907 North America 862 3,367 – 1,226 Europe 73,725 13,882 5,218 19,135 Australasia 21,013 7,121 – 6,020 ROW 2,781 3,142 – 2,495 103,377 40,138 33,750 48,783 2017 Non-current Non-current assets Current assets liabilities Current liabilities £’000 £’000 £’000 £’000 UK 3,826 14,817 16,346 18,257 North America – 117 – (12) Europe 25,970 689 5,857 2,623 Australasia 24,385 5,824 4,491 5,766 ROW 3,036 3,796 – 2,680 57,217 25,243 26,694 29,314 CentralNic Group Plc Annual Report 2018 51 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 6. Revenue The Reseller division generated its revenue from reselling domain names totaling £19,325,000 (2017: £4,946,000), £1,386,000 (2017: £601,000) from consultancy and £170,000 (2017: £196,000) from DotBrand revenues. The Small Business division wholly represents revenue from provision of domain names sales totaling £18,344,000 (2017: £14,736,000). The Corporate division generated its revenue from premium domain sales of £23,000 (2017: £2,992,000), corporate revenues of £3,096,000 (2017: £590,000), and software licensing revenues of £328,000 (2017: £287,000). As part of the streamlining of the segmental analysis in 2018, DotBrand revenues are now included in the Reseller segment from the Corporate segment in 2017. For revenues recognised in accordance with note 3 (n) (iv) there was a net increase in deferred revenue during 2018 of £447,000. The CentralNic Group’s revenue is generated from the following geographical areas: 2018 2017 £’000 £’000 Reseller domain sales UK 505 527 North America 4,053 1,317 Europe 13,536 1,491 ROW 2,787 2,408 20,881 5,743 Small business domain sales UK 1,453 1,326 North America 4,578 3,036 Europe 4,396 4,054 ROW 7,917 6,320 18,344 14,736 Corporate sales UK 523 – North America 1,101 2,645 Europe 1,743 811 ROW 80 413 3,447 3,869 Corporate sales including premium domain name sales by nature are subject to annual variation depending on customer demand. The Reseller division had no one customer that representing more than 10% of the division’s revenue (2017: £613,000). No single customer contributes greater than 10% or more of the Small business sales. The Corporate division has one customer that represented more than 10% of the division’s revenue in the year of £466,000 (2017: £2,992,000 which principally represented one premium domain customer). 52 CentralNic Group Plc Annual Report 2018 6. Revenue continued The CentralNic Group’s revenue is generated from the following countries: 2018 2017 £’000 £’000 Revenue by customer location United States of America 9,085 6,054 Germany 7,259 866 United Kingdom 1,875 1,603 Switzerland 1,771 232 Australia 1,610 1,434 China 1,065 1,369 United Arab Emirates 758 687 France 963 562 Singapore 656 523 Italy 801 508 Hong Kong 476 452 New Zealand 408 404 Canada 561 402 Russian Federation 563 341 Chile 90 268 India 291 226 Other 14,440 8,417 42,672 24,348 7. Profit before taxation The profit before taxation is stated after charging the following amounts. 2018 2017 £’000 £’000 Employee benefit expense – wages and salaries 6,518 3,788 Employee benefit expense – social security 947 354 Employee benefit expense – pension 177 178 Employee benefit expense – share based payments 112 136 Staff consultancy fees 723 468 Directors’ remuneration – fees and salaries 1,140 843 Directors’ remuneration – share based payments 232 317 Operating leases – land & buildings 315 162 Operating leases – equipment 493 451 Fees payable to the Company’s auditor for the audit of Parent Company and consolidated financial statements – UK auditor office 63 55 Fees payable to the Company’s auditor for the audit of subsidiary companies – Overseas auditor associates 50 50 Fees payable to Company’s auditors for due diligence and other acquisition costs 506 102 Net loss/(gain) on foreign currency translation (631) 588 Depreciation and amortisation expense 4,480 2,284 CentralNic Group Plc Annual Report 2018 53 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 8. Employee information The average number of persons employed by the Group (excluding Directors) during the year were 217 (2017: 92), analysed by category, as follows: 2018 2017 £’000 £’000 Management and finance 31 10 Technical 67 28 Sales and marketing 42 23 Administrative 30 5 Operations 47 26 Key management personnel Total remuneration of key management personnel being the Directors and key senior personnel is £2,546,000 (2017: £2,360,000) and is set out below in aggregate for each of the categories specified in IAS24, related party disclosures. Key management are considered to be the Directors and key management personnel. Compensation has been disclosed in this note 8, while further information can be found in the Remuneration report on pages 29 to 31. 2018 2017 Senior key Senior key Directors personnel Total Directors personnel Total £’000 £’000 £’000 £’000 £’000 £’000 Wages and salaries 755 996 1,751 621 743 1,364 Social security 67 118 185 68 70 138 Pension 13 26 39 21 37 58 Share based payments 232 34 266 317 35 352 Directors consultancy fees 305 – 305 133 – 133 Settlements – – – 315 – 315 1,372 1,174 2,546 1,475 885 2,360 The Group made contributions to defined contribution personal pension schemes for three Directors in the period (2017: six). The number of individuals included within the senior key personnel was 10 (2017: eight). Included in the above tables, the highest paid Director had wages and salaries including pensions of £241,000 (2017: £90,000), a special bonus of £297,000 (2017: nil), no settlement payments (2017: £234,000), no amounts attributable to share based payment (2017: £29,000) totaling to £538,000 (2017: £353,000). The Group operates payrolls in several foreign subsidiaries and fully complies with local jurisdiction obligations. Directors and key personnel are compensated through the payroll of the country in which those individuals fulfill their duties. 9. Non core operating expenses 2018 2017 £’000 £’000 Acquisition related costs 3,675 1,554 Costs in relation to Director and employee settlements – 428 Integration and streamlining 810 – 4,485 1,982 54 CentralNic Group Plc Annual Report 2018 10. Finance income and costs 2018 2017 £’000 £’000 Interest income on loans to Shareholders – 17 Interest income on loans to Accent Media Ltd (related party) 2 2 Finance income 2 19 Unwinding of deferred consideration (117) – Interest expense on loans to Shareholders (4) – Interest expense on short-term borrowings (62) (7) Interest expense on long-term bank borrowings (911) (529) Finance costs (1,094) (536) Net finance costs (1,092) (517) 11. Income tax expense 2018 2017 £’000 £’000 UK corporation tax Current tax on profits for the year 1,074 887 Adjustments in respect of prior years 242 (45) Current income tax 1,316 842 Foreign tax Current tax on profits for the year 149 – Adjustments in respect of prior years 130 – 279 – Total current tax 1,595 842 Deferred income tax (note 22) (531) (493) Income tax expense 1,064 349 A reconciliation of the current income tax expense applicable to the profit before taxation at the statutory tax rate to the current income tax expense at the effective tax rate of CentralNic is as follows: 2018 2017 £’000 £’000 (Loss)/profit before taxation (3,803) 1,371 Tax calculated at domestic tax rates applicable to profits in the respective countries (632) 204 Tax effects of: – Expenses not deductible for tax purposes 1,283 199 – Tax losses movement 386 484 – Share based payment 70 – – Deferred tax (531) (493) – Withholding tax 279 – – Other adjustments (4) – Adjustment in respect of prior years 242 (45) Irrecoverable foreign tax (29) – Current income tax 1,064 349 The Company provides for income taxes on the basis of its income for financial reporting purposes, adjusted for items that are not assessable or deductible for income tax purposes, in accordance with the regulations of domestic tax authorities. The effective rate of tax for the year is 27.9% (2017: 25.4%). CentralNic Group Plc Annual Report 2018 55 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 11. Income tax expense continued In the UK, the applicable statutory tax rate for 2018 is 19% (2017: 19%). In the USA, federal taxes are due at 21% on taxable income. Under California tax legislation a statutory minimum of US$800 of state tax is due. In Germany, federal taxes are due at 15% on taxable income. Further, a community business tax of c.14%-17% is also levied with rates determined by the municipality. An additional 5.5% solidarity surcharge is due on the federal and municipal tax, taking the total effective tax charge to c.30%-34%. In addition, for the current year, included within the domestic tax rates applicable to profits are Australia where income tax is due at 30% of taxable income and New Zealand, where income tax is due at 28% on taxable income. In Slovakia, income tax is due at 21% of taxable income. 12. Earnings per share Earnings per share has been calculated by dividing the consolidated profit after taxation attributable to ordinary Shareholders by the weighted average number of ordinary shares in issue during the period. Diluted earnings per share has been calculated on the same basis as above, except that the weighted average number of ordinary shares that would be issued on the conversion of the dilutive potential ordinary shares as calculated using the treasury stock method (arising from the Group’s share option scheme and warrants) into ordinary shares has been added to the denominator. There are no changes to the profit (numerator) as a result of the dilutive calculation. Due to the loss made in the year ended 31 December 2018, the impact of the potential shares to be issued on exercise of share options and warrants would be anti-dilutive and therefore diluted earnings per share is reported on the same basis on earnings per share. 2018 2017 Profit after tax attributable to owners (£’000) (4,867) 1,022 Weighted average number of shares: Basic 127,515,308 95,894,348 Effect of dilutive potential ordinary shares – 2,922,785 Diluted 127,515,308 98,817,133 Earnings per share: Basic (pence) (3.82) 1.07 Diluted (pence) (3.82) 1.04 56 CentralNic Group Plc Annual Report 2018 13. Property, plant and equipment Motor Computer Furniture vehicles equipment and fittings Total £’000 £’000 £’000 £’000 Cost At 1 January 2017 – 565 101 666 Additions – 103 1 104 Acquisition of subsidiary – 47 – 47 Exchange differences – (7) (6) (13) Disposals – (1) – (1) At 31 December 2017 – 707 96 803 Additions – 293 6 299 Acquisition of subsidiary 23 366 109 498 Exchange differences 1 (21) (10) (30) At 31 December 2018 24 1,345 201 1,570 Accumulated depreciation At 1 January 2017 – 442 63 505 Charge for the year – 91 9 100 Exchange differences – (2) (7) (9) Disposals – (1) – (1) At 31 December 2017 – 530 65 595 Charge for the year 8 221 21 250 Exchange differences 1 (3) (1) (3) At 31 December 2018 9 748 85 842 Property, plant and equipment, net At 31 December 2018 15 597 116 728 At 31 December 2017 – 177 31 208 Depreciation of property, plant and equipment is included in administrative expenses in the consolidated statement of comprehensive income. CentralNic Group Plc Annual Report 2018 57 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 14. Intangible assets Domain Patents & names Software Customer list trademarks Goodwill Total £’000 £’000 £’000 £’000 £’000 £’000 Cost or deemed cost At 1 January 2017 1,166 3,294 12,716 – 15,303 32,479 Additions – 415 – – – 415 Acquisition of subsidiary – 132 11,709 – 13,839 25,680 Reclassification (25) – – – – (25) Exchange differences – (36) (87) – (134) (257) At 31 December 2017 1,141 3,805 24,338 – 29,008 58,292 Additions – 377 1,150 249 1,613 3,389 Acquisition of subsidiary 9 7,017 7,014 2,183 29,056 45,279 Exchange differences – 238 268 76 948 1,530 At 31 December 2018 1,150 11,437 32,770 2,508 60,625 108,490 Amortisation At 1 January 2017 125 920 1,612 – – 2,657 Charge for the year 104 761 1,319 – – 2,184 Reclassification (9) – – – – (9) At 31 December 2017 220 1,681 2,931 – – 4,832 Charge for the year 92 1,224 2,845 69 – 4,230 At 31 December 2018 312 2,905 5,776 69 – 9,062 Intangible assets, net At 31 December 2018 838 8,532 26,994 2,439 60,625 99,428 At 31 December 2017 921 2,124 21,407 – 29,008 53,460 For the purposes of the impairment evaluation, the intangible assets are evaluated according to their cash generating units (CGUs) which are the separate identifiable entities acquired in each of the Instra, SK Nic, Internet.bs, and KeyDrive acquisitions. Amortisation of intangible assets is included in administrative expenses in the consolidated statement of comprehensive income. Certain domain names previously held as intangible assets were reclassified to stock held for resale in 2017. The purchase of GlobeHosting, an asset acquisition is included in the additions line of the note above. The acquisition was completed on 6 September 2018. The total consideration of €2,558,000 comprises an initial consideration of €1,500,000, coupled with a deferred payment of €608,000 due on the first anniversary of completion and €450,000 due on the second anniversary of completion. The total consideration of €2,558,000 represents 3.0x of GlobeHosting's revenues of €849,000 for the 12 months to 31 July 2018 and 6.1x of its EBITDA of €419,000. The total consideration was reflected after price adjustments on the initial consideration and discounting factors on the deferred consideration. The list of Globehosting asset acquisition is as follows: a) customer list of €1,308,000, b) Goodwill of €735,000, c) Patents and trademark of €283,000, d) domain names of €93,000, and tangible fixed assets of €28,000. For future impairment evaluation of intangibles acquired in respect of the GlobeHosting acquisition, these will be considered within the KeyDrive cash generating unit in which the acquisition has been made. Goodwill and customer list The Group tests goodwill recognised through business combinations annually for impairment. Additions to goodwill arose through the business combinations outlined in note 25. The carrying value of goodwill and the customer list is allocated to the respective segments within the CGUs as follows: Customer list Goodwill 2018 2017 2018 2017 £’000 £’000 £’000 £’000 Reseller division 16,458 12,335 36,288 14,985 Small business division 9,412 9,072 19,800 13,905 Enterprise division 1,124 – 4,537 118 Total carrying value 26,994 21,407 60,625 29,008 58 CentralNic Group Plc Annual Report 2018 14. Intangible assets continued The recoverable amount of goodwill of £60,625,000 (2017: £29,008,000) at 31 December 2018 is determined based on a value in use using cash flow projections from financial budgets approved by senior management covering a one to three years period. Cash flow projections beyond the one to three year time frame are extrapolated by applying a flat growth rate in perpetuity per the table below which is based on management judgment, historical trends, expected return on investment, experience and discretion. The pre-tax discount rate applied to the cash flow projections is 8.5%-10.3% depending on the segment within each CGU. As a result of the analysis, management did not identify any impairment of goodwill. The assumptions used in the cash flow projections were as follows: Growth rates Reseller division 1-5% Small business division 1% Corporate division –% Discount rates Discount rates represent the current market assessment of the risks specific to the CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its WACC, with appropriate adjustments made to reflect the risks specific to the CGU and to determine the pre-tax rate. The cost of equity is derived from the expected return on investment by the Group’s investors. Management considers that no reasonable change in these key assumptions would cause the carrying amount of this asset to exceed its value in use. 15. Deferred receivables 2018 2017 £’000 £’000 Deferred costs 787 976 Amounts due from related parties 78 74 865 1,050 In June 2017 the Company loaned Accent Media Ltd US$100,000 (2018: £78,000, 2017: £74,000). The loan is due for repayment in two years and accruals interest at 5% which is payable quarterly in arrears. The deferred costs are prepaid invoices for a period over 12 months relating to domain name purchases from wholesalers. 16. Investments (a) Fair value through other comprehensive income £’000 At 31 December 2016 and 31 December 2017 997 Fair value movement (997) At 31 December 2018 – The Company owns less than 20% of the following undertaking which is incorporated in the United Kingdom (UK): Place of incorporation/ Issued and paid-up/ Name establishment Principal activities registered capital Effective interests Accent Media Ltd UK Domain registry operator Ordinary shares 10.4% CentralNic Group Plc Annual Report 2018 59 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 16. Investments continued This investment is categorised in the fair value hierarchy under Level 3 as no observable market data was available. The fair value of the investment at 31 December 2018 continues to be assessed using a price of recent investment valuation technique, supported by a DCF valuation technique to corroborate the measure of fair value of the investment. The valuation method applied to this investment is considered the most appropriate with regard to the stage of the development of the business and the IPEVCV guidelines. In applying the price of recent investment valuation methodology, the basis used is the initial cost of the investment. In deriving the price of recent investment the Directors have given consideration to the cost of investment arising from transactions involving both the Company and (subsequently) third parties. In determining the continued use of the price of recent investment valuation the Directors have considered the continued validity of this method by reference to the timing of the most recent transactions, the existence of indicators of change in fair value and the appropriateness of alternative valuation techniques. Whilst the Directors accept that Accent Media continues to be at an early stage, and envisage its profitability to improve, due to the business’s current profitability, a prudent approach of applying a full impairment in 2018 has been adopted of £997,000. The net assets of Accent Media Limited (in which the Group has 10.4% shareholding) in the most recently publicly available unaudited financial statements for the year ended 31 March 2017 were £3,619,466. (b) Investments in associates £’000 At 31 December 2017 – Additions 1,016 Share on profit on associate 34 Foreign exchange movement 36 At 31 December 2018 1,086 The Company owns the following investment in associates: Place of incorporation/ Issued and paid-up/ Name establishment Principal activities registered capital Effective interests Thomsen Trampedach GmbH Germany Domain registry operator Ordinary shares 26.5% 2018 £’000 % of ownership interests/voting rights held by the Group At 31 December: Non-current assets 221 Current assets 1,150 Current liabilities (735) Net assets 636 Group’s share of net assets 168 Others 468 Year ended 31 December 2018: Revenue 2,558 Profit from continuing operations 309 Post-tax profit or loss from continuing operations 270 Total comprehensive income 270 60 CentralNic Group Plc Annual Report 2018 17. Trade and other receivables 2018 2017 £’000 £’000 Trade receivables 9,682 3,826 Accrued revenue 4,016 3,056 Deferred costs 2,778 3,435 Supplier payments on account 1,212 563 Amounts due from Shareholders – 764 Prepayments and other receivables 1,359 2,410 19,047 14,054 As of 31 December 2018, trade receivables of £502,000 (2017: £294,000) were past due but not impaired. These primarily relate to several customers for whom there is considered a low risk of default. The ageing of the trade receivables past due but not impaired is as follows; 0-30 days £124,000 (2017: £3,000), 30-60 days £91,000 (2017: £46,000), 60-90 days £68,000 (2017: £20,000), and over 90 days £267,000 (2017: £225,000). The deferred costs are prepaid invoices for a period within 12 months relating to domain name purchases from wholesalers. Supplier payments on account reflect payments to domain name registries for use against future wholesale domain purchases within the Internet.BS and Instra retail businesses. Other receivables primarily relate to rebates due from registries in the KeyDrive and UK businesses. Amounts due from Shareholders for 2017 represented amounts due from Jabella Group Limited, a Shareholder during the period. Amounts due from Jabella Group Limited bore interest at 2% above LIBOR. Interest receivable is disclosed in note 26. The loan was repaid in the year (2017: £764,000). These are no contract assets within trade and other receivables. 18. Cash and cash equivalents For the purpose of the statement of cash flows, cash and cash equivalents comprise the following: 2018 2017 Amounts held on deposit £’000 £’000 GBP 986 1,530 USD 9,679 7,202 EUR 6,705 1,884 AUD 153 157 NZD 187 32 CAD 42 54 Other 287 3 18,039 10,862 CentralNic Group Plc Annual Report 2018 61 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 19. Share capital The Company’s issued and fully paid share capital is as follows: Merger relief Share capital Share premium reserve Ordinary shares of 0.1 pence each Number £’000 £’000 £’000 At 31 December 2017 95,894,348 96 16,545 1,879 Issued in the year 74,758,454 75 37,628 – At 31 December 2018 170,652,802 171 54,173 1,879 On 9 February 2018 598,000 options were exercised for a £184,800 and on 1 August 2018 the Group issued 74,160,454 Ordinary shares of 0.1 pence for £37,518,582, net of share issue cost. The Company has no authorised share capital. 20. Non-current other payables 2018 2017 £’000 £’000 Deferred revenue 2,460 2,282 Deferred consideration 3,534 3,352 5,994 5,634 Deferred revenue represents amounts billed on account of revenues where performance obligations have not been met for recognition of revenue. 21. Reserves Share capital represents the nominal value of the Company’s cumulative issued share capital. Share premium represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. Merger relief reserve represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. Where the consideration for shares in another company includes issued shares, and 90% of the equity is held in the other company. Retained earnings represent the cumulative value of the profits not distributed to Shareholders, but retained to finance the future capital requirements of the CentralNic Group. Share based payments reserve represents the cumulative value of share based payments recognised through equity. Foreign exchange translation reserve represents the cumulative exchange differences arising on Group consolidation. 62 CentralNic Group Plc Annual Report 2018 22. Deferred tax Share based Other temporary payments Losses differences Total Deferred tax assets £’000 £’000 £’000 £’000 At 1 January 2017 273 194 654 1,121 Acquisition of subsidiary – – 95 95 (Charge)/credit to income 205 27 17 249 (Charge)/credit to equity 60 – – 60 Exchange differences – – (23) (23) At 31 December 2017 538 221 743 1,502 (Charge)/credit to income 78 (6) (241) (169) (Charge)/credit to equity (47) – – (47) Exchange differences (4) (14) 2 (16) At 31 December 2018 565 201 504 1,270 KeyDrive SK-NIC Instra Other intangible intangible intangible temporary assets assets assets differences Total Deferred tax liabilities £’000 £’000 £’000 £’000 £’000 At 1 January 2017 – – 3,235 47 3,282 Acquisition of subsidiary – 2,451 – – 2,451 (Credit)/charge to income – (5) (286) 47 (244) (Credit)/charge to other comprehensive income – – – (53) (53) Exchange differences – 23 60 – 83 At 31 December 2017 – 2,469 3,009 41 5,519 Acquisition of subsidiary 4,291 – – 1,156 5,447 (Credit)/charge to income (206) (166) (385) (1) (758) (Credit)/charge to other comprehensive income – – – – – Exchange differences 153 (133) (410) 21 (369) At 31 December 2018 4,238 2,170 2,214 1,217 9,839 23. Trade and other payables and accruals 2018 2017 £’000 £’000 Trade payables 7,225 3,091 Accrued expenses 9,487 7,024 Other taxes and social security 255 208 Deferred consideration 5,923 523 Deferred revenue (note 20) 7,806 9,218 Customer payments on account 15,385 6,877 Accrued interest 179 70 Other liabilities 395 36 46,655 27,047 CentralNic Group Plc Annual Report 2018 63 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 24. Borrowings 2018 2017 £’000 £’000 Non-current Bank borrowings 18,517 16,078 Prepaid finance costs (600) (537) 17,917 15,541 Current Bank borrowings 2,000 2,000 Prepaid finance costs (225) (146) 1,775 1,854 Total borrowings 19,692 17,395 Bank Prepaid borrowings finance costs Total £’000 £’000 £’000 Bank borrowings 1 January 2017 2,625 (268) 2,357 Repayment of initial loan (2,625) 268 (2,357) New financing drawdown (August 2017) 1,750 – 1,750 New financing drawdown (November 2017) 16,250 (732) 15,518 Repayment of new financing – 49 49 Exchange differences 78 – 78 Total borrowing as at 31 December 2017 18,078 (683) 17,395 New financing drawdown 4,342 (310) 4,032 Repayment of new financing (2,000) 168 (1,832) Exchange differences 97 – 97 Total borrowing as at 31 December 2018 20,517 (825) 19,692 Bank borrowings relate to the £20.5m secured debt facility entered into with Silicon Valley Bank (SVB) on 29 August 2017 as amended and restated on 30 November 2017 and August 2018. The debt facility refinanced the remaining £1.75m due in relation to the original debt facility entered into with SVB on 8 December 2015, with the remaining £16.25m being drawn down on 30 November 2017 to fund the initial cash consideration of the SK-NIC acquisition. In August 2018, £3m was drawn down and in September an additional €1.5m was drawn down from the SVB facility. Interest for the period has been accrued at the applicable margin plus LIBOR. The term of the loan is five years with quarterly loan and interest repayments. 25. Business combinations KeyDrive acquisition On 2 August 2018 CentralNic Group completed the acquisition of the entire share capital of KeyDrive S.A. for an initial consideration of US$35.8m plus a performance based deferred consideration of US$10.5m (discounted at US$6.5m). The enterprise value of US$44.5m was adjusted for settlement of debt like items of US$16.0m, offset by the impact of cash and working capital adjustments for US$7.3m, and after taking the discounted deferred consideration into account of US$6.5m, this resulted in the total consideration of US$42.3m. The primary reason for the business combination is to substantially increase CentralNic’s scale and product range, adding KeyDrive’s strength in the domain reseller and corporate services market to CentralNic’s existing expertise in the domain registry and retail registrar segments. The enlarged Group will rank as the 11th largest domain name registrar globally by gTLD volume and be among the top five registry service providers by number of registry clients. 64 CentralNic Group Plc Annual Report 2018 25. Business combinations during the period continued The following table summarises the consideration to acquire the share capital of KeyDrive S.A. and the provisional fair value of the assets and liabilities at the acquisition date in line with Group accounting policies. Consideration US$’000 £’000 Initial cash consideration 16,477 12,426 Deferred consideration 6,513 4,912 Total cash consideration 22,990 17,338 Initial share consideration 19,311 14,563 Total consideration 42,301 31,901 Fair value recognised on acquisition US$’000 £’000 Assets Intangible assets – customer list 9,300 7,014 Software platform technology 9,105 7,017 Other intangible assets 2,907 2,192 Property, plant and equipment 661 498 Investment in associate 1,347 1,016 Deferred tax on acquisition related intangibles (5,690) (4,291) Other long-term assets 4 3 Other receivables 8,921 6,728 Cash 4,583 3,457 31,338 23,634 Liabilities Trade payables 795 599 Other payables and accruals 18,780 14,164 Debt like liability 5,767 4,349 Other deferred tax liability 1,533 1,156 Other income tax liabilities 691 521 27,566 20,789 Total identifiable net liabilities at fair value 3,772 2,845 Goodwill arising on acquisition 38,529 29,056 Purchase consideration 42,301 31,901 The initial cash consideration and associated expenses were funded through the Placing, raising gross proceeds of £24m, its own cash resources and debt. SVB will be providing debt of c.£6m, which is an extension of the current facilities entered in to for the SK.NIC acquisition. In addition to the cash and Consideration Shares, if certain financial performance tests are met, CentralNic will pay Inter.Services a performance-based earn-out of up to US$10.5m, a minimum of 15% of which shall be settled in cash and up to 85% of which may be settled by the issue of additional consideration shares, taking the total maximum enterprise value to US$55.0m. If the performance-based earn-out pays out less than US$10.5m in total, CentralNic will pay for certain tax losses within the KeyDrive Group on the same basis as the payment of the performance-based earn-out but only to the extent that such tax losses are used by the enlarged Group and provided that the aggregate consideration for the earn-out and the tax losses does not exceed US$10.5m. As at 31 December 2018, the deferred consideration of US$10.5m was discounted to US$6.5m using the discount rate outlined in note 14. CentralNic Group Plc Annual Report 2018 65 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 25. Business combinations during the period continued Management has evaluated the value of the acquired customer list in relation to the domains under management at the time of acquisition and the expected discounted future cash flow that is expected to derive from the existing customer base, with the residual intangible classed as goodwill. Goodwill arising on acquisition primarily relates to the inherent value of the acquired KeyDrive gTLD and goodwill in relation to employees. Acquisition related costs of £2,443,000 (2017: £883,000) have been recognised in the income statement, which are included in note 9. For the post-completion period to 31 December 2018 revenues of US$26.2m and Adjusted EBITDA of US$3,868,000 have been generated by KeyDrive. KeyDrive’s revenue for the year ended 31 December 2018 was US$62,547,000 and Adjusted EBITDA was US$6,724,000, with profit before tax of US$2,148,000. US$14,081,000 of debt like items have also been settled in cash and US$750,000 of debt like item have been settled in shares. The trade and other receivables are stated at gross valuation which equates to the contractual amounts with no provisions being made against them in line with the Directors’ expectations. GlobeHosting acquisition The GlobeHosting acquisition which completed on 6 September 2019 is summarised in note 14. SK NIC acquisition in 2017 On 5 December 2017 Centralnic Group completed the acquisition of the entire share capital of SK-NIC a.s. for a total consideration of €28.1m, consisting of €26.1m in cash less a cash adjustment for working capital at completion of (€0.4m), plus a fair value adjustment relating to the deferred and contingent consideration which is due for payment by 2024 (€1.1m) and an assumption of loans due from the vendor on completion of €3.4m. The primary reason for the business combination was to acquire the manager of the exclusive country code top-level domain for Slovakia, .SK. The business exhibits a high level of recurring earnings and provides access to a new international market with sustainable growth characteristics in line with the Group strategy. The following table summarises the consideration to acquire the share capital of the SK-NIC a.s. and the provisional fair value of the assets and liabilities at the acquisition date in line with Group accounting policies. Consideration €’000 £’000 Initial cash consideration 20,273 17,843 Contingent consideration 4,850 4,269 Deferred consideration 1,000 880 Maximum cash consideration 26,123 22,992 Adjustment for working capital (421) (371) Total cash consideration 25,702 22,621 Fair value adjustment for deferred and contingent consideration (1,064) (937) Assumption of loans due from the vendor DanubiaTel a.s. 3,413 3,004 Total consideration 28,051 24,688 66 CentralNic Group Plc Annual Report 2018 25. Business combinations during the period continued Fair value recognised on acquisition €’000 £’000 Assets Intangible assets – customer list 13,304 11,709 Other intangible assets 150 132 Property, plant & equipment 53 47 Trade receivables 244 215 Other receivables 3,905 3,436 Deferred income tax asset 108 95 Cash 539 474 18,303 16,108 Liabilities Trade payables 751 661 Other payables and accruals 571 502 Deferred revenue 2,028 1,785 Deferred income tax liability 2,785 2,451 Other income tax liabilities (159) (140) 5,976 5,259 Total identifiable net liabilities at fair value 12,327 10,849 Goodwill arising on acquisition 15,724 13,839 Purchase consideration 28,051 24,688 The initial cash consideration of €20.3m was funded by an increase in the SVB term loan and RCF of €18.4m and existing cash balances held by the Group of €1.9m. The deferred of €1m and contingent consideration of €4.85m, totaling €5.85 has been placed in to an escrow account and subject to any claims will be released to the vendor in tranches until 2024. Deferred contingent cash consideration of €4.85m is dependent on SK-NIC attaining defined growth targets over the next three years, with the remaining deferred cash consideration being payable in 2024. At 2017 year-end, the deferred cash consideration has been accounted for in the consolidated statement of financial position at fair value, using a discount factor of 10%, which has amounted to €1.06m. This will unwind as the payment stages become due through the consolidated statement of comprehensive income. The growth rates in relation to the contingent consideration are calculated on the number of registered domains at the end of each financial year over the next 3 years (post completion) with the payment profile being spread over 8 years. The last payment on the profile is not subject to the defined growth rates. The Directors have considered the range of outcomes on the target growth rate which would trigger the unwinding of the deferred consideration and on the basis that there exists sufficient headroom against management sensitivity to attain these domain name growth rates, they have concluded that the deferred consideration will be payable in full over the agreed period, with the first payment from the profile having been settled in April 2018 of €1.02m. Management have evaluated the value of the acquired customer list in relation to the domains under management at the time of acquisition and the expected discounted future cash flow that is expected to derive from the existing customer base, with the residual intangible classed as goodwill. Goodwill arising on acquisition primarily relates to the inherent value of the acquired .sk ccTLD and goodwill in relation to employees. CentralNic Group Plc Annual Report 2018 67 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 26. Related party disclosures (a) Ultimate controlling party The Company is not controlled by any one party. (b) Related party transactions Key management are considered to be the Directors and key management personnel. Compensation has been disclosed in note 8, while further information can be found in the Remuneration report on pages 29 to 31. (i) Shareholders Balances outstanding with Shareholders: 2018 2017 £’000 £’000 Jabella Group Limited – 764 Amounts due from Jabella Group Limited were interest free until 31 August 2013, from which time the balance accrued interest at 2% above LIBOR. Following the loan repayment, there was no interest received in the year. An amount of £4,000 interest income over accrued in the previous year was released in the year (2017: £17,000). During the year Inter.Services GmbH, a company of which A Siffrin is a Shareholder provided services totaling £170,000 (2017: nil) to the Group. £12,000 (2017: nil) was outstanding at the year-end. During the year the Group incurred rental costs of £2,000 (2017: nil) from H Siffrin, a close relative of A Siffrin is a Director. There were no balances outstanding for the year-ended 2018 and 2017. The Group provided services amounting to £11,000 (2017: nil) to Shortdot S.A., a company of which M Riedl is a Director and Shareholder. The amount outstanding at the year-end amounted to £5,000 (2017: nil). Operating lease payable to Erin Investments & Finance Limited of which S Dayani is a member, amounted to £64,000 (2017: £64,000) for the year. The Company was recharged £27,000 for the service charges. £26,000 (2017: nil) was payable at the year-end. (ii) Non-Executive Directors During the year, CentralNic engaged with Rickert Rechtsanwaltsgesellschaft GmbH, of which Thomas Rickert has a controlling interest, to provide legal services in relation to the purchase of intangible assets and advise on potential acquisitions and other legal works. The fees were £5,000 (2017: £9,000) and no amounts were outstanding as at 2018 and 2017 year-ends. (iii) Other related parties Balances outstanding with other related parties: 2018 2017 £’000 £’000 Accent Media Ltd 78 74 In June 2017 the Company loaned Accent Media Ltd US$100,000 (2018: £78,000 and 2017: £74,000). The loan is due for repayment in three years from the date of advance and accrues interest at 5% which is payable quarterly in arrears. Interest receivable in the year amounted to £2,000 (2017: £2,000). 68 CentralNic Group Plc Annual Report 2018 27. Commitments Operating lease commitments At the end of each of the reporting periods, the minimum lease payments under non-cancellable leases are payable as follows: 2018 2017 Land and buildings £’000 £’000 Less than one year 410 88 Between one and five years 567 11 977 99 2018 2017 Motor vehicles £’000 £’000 Less than one year 39 – Between one and five years 16 – 55 – The Group leases office space at the following locations, all of which are operating leases: Moorgate London, UK. The lease agreement was entered into on 1 January 2010 for an initial term of six years, extended to 1 April 2018, and subsequently extended on a month by month basis. The property was vacated on 30 April 2019. Bank London, UK. The lease agreement was entered into on 7 March 2019 with a break clause on 6 March 2024 and an expiry date of 6 March 2029. The post balance sheet lease commitment to the break clause date is £1,210,000. Melbourne, Australia. The original lease agreement expired on 30 November 2016, with the lease being extended on a month by month basis with a three month notice period. Napier, New Zealand. The lease agreement was entered into on 1 August 2012 for an initial term of three years, with the right to renew every 3 years. The property was vacated on 15 April 2019. Marine Parade, Napier, New Zealand. The lease agreement was entered into on 16 April 2019 for an initial term of three years with the right to renew every three years. The final expiry date is 31 July 2027. Bonn, Germany. The lease agreement was entered into on 1 January 2015 for an initial term of three years. The lease will renew each year for a further year unless either party terminates with six months notice. Munich Germany. The Group also acquired several leases on its acquisition of KeyDrive Group for a period of 36 months from August 2012. The leases are renewed automatically and cancellation is subject to a months notice by either party. Köln Germany. The lease agreement was entered into on 1 July 2018 for an initial term of five years. The lease will then be renewed for two years after the lease date unless a year’s notice is provided. Bratislava, Slovakia. The lease agreement was acquired on acquisition and can be terminated at any point in time with immediate effect and as there exists no minimum commitment period, the above table excludes these amounts. Luxembourg. The lease agreement was acquired on acquisition of the KeyDrive Group. The contracts are renewed by tacit agreement for a period of 12 months subject to a notice period either side of three months. Leesburg, Virginia, USA. The lease agreement was entered into on 1 October 2013 for an initial term of 3 years. The lease will renew each year for a further year unless either party terminates with 6 months notice. Motor vehicles The Group also acquired several motor vehicle leases on its acquisition of the KeyDrive Group. These leases run for a period of 36 months. The Group leases equipment under various operating leases, the majority of which can be terminated immediately, and equate to immaterial sums. CentralNic Group Plc Annual Report 2018 69 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 28. Share options and warrants Share Options The share option scheme, which was adopted by CentralNic during 2013, was established to reward and incentivise the executive management team and staff for delivering share price growth. The option schemes are all equity settled. The share option scheme is administered by the Remuneration committee. No options were granted during 2018 (2017: 0,00). Out of the 6,287,166 outstanding options (2017: 6,929,166), 3,607,166 options (2017: 3,730,166) were exercisable. 598,000 share options were exercised in 2018 (2017: nil), with 44,000 options lapsing during the year (2017: 115,000). A charge of £359,537 (2017: £452,989) has been recognised in the statement of comprehensive income for the year relating to these options. These fair values were calculated using the Black Scholes option pricing model. The inputs into the model were as follows: Date of options grant 4 Feb 2016 4 Feb 2016 4 Feb 2016 4 Feb 2016 4 Feb 2016 29 August 2016 29 August 2016 Options granted 700,000 750,000 350,000 48,000 419,000 318,000 235,000 Stock price 51p 51p 51p 51p 51p 43p 43p Exercise price 40p 40p 40p 51p 40p 40p 40p Interest rate 5% 5% 5% 5% 5% 4% 4% Volatility 75% 75% 75% 75% 75% 52% 52% Vesting period 3 years from 15 Sept 26 Oct 3 years from 14 Jan 14 Jan 3 years from the date 2018 2018 the date 2019 2019 the date of grant of grant of grant Time to maturity 10 years 10 years 10 years 10 years 10 years 10 years 10 years Options are exercisable in accordance with the contracted vesting schedules, if the employee leaves the employment of the Group prior to the options vesting then the share options previously granted will lapse. The expected volatility was determined with reference to similar entities trading on AIM. Details of the share options outstanding at the year-end are as follows: Number WAEP* Number WAEP* 31 Dec 2018 31 Dec 2018 31 Dec 2017 31 Dec 2017 Outstanding at 1 January 6,929,166 32p 7,044,166 32p Granted during year – – – – Exercised during year (598,000) 31p – – Lapsed during year (44,000) 40p (115,000) 40p Outstanding at 31 December 6,287,166 32p 6,929,166 32p Exercisable at 31 December 3,607,166 27p 3,730,166 26p * weighted average exercise price. The weighted average remaining contractual life of the options outstanding at the statement of financial position date is 5.8 years. Warrants On 12 August 2013, CentralNic Group executed a warrant instrument to create and issue warrants to Zeus Capital to subscribe for an aggregate of 1,772,727 ordinary shares. The warrants will expire six years after admission and were exercisable after the first anniversary of admission (2 September 2014) at the Placing price of 55p. The ordinary shares to be allotted and issued on the exercise of any or all of the warrants will rank for all dividends and other distributions declared after the date of the allotment of such shares but not before such date and otherwise pari passu in all respects with the ordinary shares in issue on the date of such exercise allotment. 70 CentralNic Group Plc Annual Report 2018 29. Financial instruments The CentralNic Group is exposed to market risk, credit risk and liquidity risk arising from financial instruments. The CentralNic Group’s overall financial risk management policy focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the CentralNic Group’s financial performance. The Group does not trade in financial instruments. The principal financial instruments used by the CentralNic Group, from which financial instrument risk arises, are as follows: 2018 2017 £’000 £’000 Financial assets measured at amortised cost Trade and other receivables 14,808 9,835 Cash and cash equivalents 18,039 10,862 32,847 20,697 Financial liabilities measured at amortised costs Trade and other payables and accruals 17,483 10,432 Loan and borrowing (current liabilities) 1,775 1,854 19,258 12,286 Current and non-current loans and borrowings are included within section (ii), credit risk below. (a) Financial risk management framework The Directors’ risk management policies are established to identify and analyse the risks faced by the CentralNic Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. (i) Market risk Foreign currency risk The CentralNic Group is exposed to foreign currency risk on transactions and balances that are denominated in a currency other than its functional currency, primarily US$ and Euros. Foreign currency risk is monitored on an on-going basis to ensure that the net exposure is at an acceptable level. The CentralNic Group’s exposure to foreign currency risk is minimal as it trades predominantly in US$, Euros, GB Pound Sterling and Australian Dollars. Exposure to currency risk is negated by the CentralNic Group holding adequate reserves in these four currencies to meet trading and provisioned obligations as the need arises. As the Group evolves, foreign currency risk will be monitored more closely given exposure to additional markets and currencies. The carrying amounts of the CentralNic Group’s financial instruments are denominated in the following currencies at 31 December 2018: Other GBP US$ Euro AUS$ currencies Total £’000s £’000s £’000s £’000s £’000s £’000s Current financial assets Loan and receivables Trade and other receivables 8,567 3,062 2,835 62 282 14,808 Cash and cash equivalents 986 9,679 6,706 153 515 18,039 9,553 12,741 9,541 215 797 32,847 Current Financial liabilities measured at amortised costs Trade and other payables 12,648 3,408 952 458 17 17,483 Loan and borrowing (225) – 2,000 – – 1,775 12,423 3,408 2,952 458 17 19,258 The sensitivity analyses in the table below details the impact of changes in foreign exchange rates on the CentralNic Group’s post-tax profit or loss for the year ended 31 December 2018. CentralNic Group Plc Annual Report 2018 71 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 29. Financial instruments continued It is assumed that the named currency is strengthening or weakening against all other currencies, while all the other currencies remain constant. If the GBP strengthened or weakened by 10% against the other currencies, with all other variables in each case remaining constant, then the impact on the CentralNic Group’s post-tax profit or loss would be gains or losses as follows: 2018 2017 Strengthen/ Strengthen/ weaken weaken £’000 £’000 USD +/– 943 +/– 378 EUR +/– 665 +/– 225 AUD +/– 25 +/– 337 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The CentralNic Group’s exposure to interest rate risk arises mainly from interest-bearing financial assets and liabilities. The Directors’ policy is to obtain the most favourable interest rates available. As at each of 31 December 2017 and 2018, CentralNic Group’s long-term debt facility entered into with SVB bearing interest at a margin plus LIBOR. 2018 2017 £’000 £’000 Cash and bank balances 18,039 10,862 Effect of interest rate change of 100 basis points on cash and bank balances +/– 180 +/– 109 SVB Bank Facilities 19,692 17,395 Effect of interest rate change of 100 basis points on cash and bank balance +/– 197 +/– 174 Equity price risk The CentralNic Group does not have any quoted investments as at each of 31 December 2017 and 2018 and as such does not have significant exposure to equity price risk. At 31 December 2017 CentralNic Group held an unquoted investment in Accent Media of £1.0m which represents a shareholding of 10.4% of the share capital. The investment has been fully written off as at 31 December 2018. (ii) Credit risk The CentralNic Group’s exposure to credit risk arises mainly from counterparty’s failure to meet its obligation to settle a financial asset. The Directors consider the CentralNic Group’s exposure to credit risk arising from trade receivables to be minimal as the CentralNic Group is often paid at the outset or in advance. Credit risk arising from other receivables is controlled through monitoring procedures, including credit approvals and credit limits, with the balance largely offset by separate liabilities held on the balance sheet relating to the same party. The CentralNic Group uses ageing analysis to monitor the credit quality of the trade receivables. Any receivables having significant balances past due or more than 90 days, which are deemed to have higher credit risk, are monitored individually. Analysis of the trade receivables past due is disclosed in note 17 and analysis of trade and other receivables by foreign currency exposure is noted above. There have been no material changes in the credit risk profile of the Group during the year. For cash and bank balances, the Directors minimise the CentralNic Group’s credit risk by dealing exclusively with banks and financial institution counterparties with high credit ratings. The carrying amounts of financial assets at the end of the reporting periods represent the maximum credit exposure. 2018 2017 £’000 £’000 Deferred receivables 78 74 Trade and other receivables 14,808 9,835 Investments – 997 Cash and bank balances 18,039 10,862 32,925 21,768 72 CentralNic Group Plc Annual Report 2018 29. Financial instruments continued (iii) Liquidity risk Liquidity risk is the risk that the CentralNic Group will encounter difficulty in settling its financial obligations that are settled with cash or another financial asset. The Directors’ objective is to maintain, as much as possible, a level of its cash and bank balances adequate enough to ensure that there will be sufficient liquidity to meet its liabilities when they fall due. The following set forth the remaining contractual maturities of financial liabilities as at: £’000 Carrying amount Total Within 1 year 1 – 5 years 31 December 2018 Trade and other payables and accruals 17,483 17,483 17,483 – Borrowings 19,692 19,692 1,775 17,917 37,175 37,175 19,258 17,917 £’000 Carrying amount Total Within 1 year 1 – 5 years 31 December 2017 Trade and other payables and accruals 10,432 10,432 10,432 – Borrowings 17,395 17,395 1,854 15,541 27,827 27,827 12,286 15,541 (b) Capital risk management The Directors define capital as the total equity of CentralNic. The Directors’ objectives when managing capital are to safeguard the CentralNic Group’s ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Directors may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares or sell assets to reduce debt. The Directors manage CentralNic’s capital based on debt-to-equity ratio. The debt-to-equity ratio is calculated as net debt divided by total equity. Net debt is calculated as total liabilities less cash and cash equivalents. The debt-to-equity ratio of the CentralNic Group as at the end of each of the reporting periods was as follows: 2018 2017 £’000 £’000 Total liabilities 37,175 27,827 Less: cash and bank balances (18,039) (10,862) Financial instruments – net debt/(cash) 19,136 16,965 Total equity 60,982 26,452 Debt-to-equity ratio 0.31 0.64 The net cash of the CentralNic Group as at the end of each of the reporting periods was as follows: 2018 2017 £’000 £’000 Cash and bank balances 18,039 10,862 Less: borrowings (excluding prepaid finance costs) (20,517) (18,078) Net (debt)/cash (2,478) (7,216) CentralNic Group Plc Annual Report 2018 73 FINANCIAL STATEMENTS Notes to the consolidated financial statements continued 29. Financial instruments continued (c) Fair values of financial instruments In addition to the fair value of financial instruments disclosed elsewhere in the financial statements, the following carrying amounts of the financial assets and liabilities reported in the consolidated financial statements approximate their fair values: 2018 2017 £’000 Carrying amount Fair value Carrying amount Fair value Trade and other receivables 14,808 14,808 9,835 9,835 Deferred receivables 78 78 74 74 Investments – – 997 997 Cash and bank balances 18,039 18,039 10,862 10,862 32,925 32,925 21,768 21,768 Trade and other payables and accruals 17,483 17,483 10,432 10,432 15,442 15,442 11,336 11,336 The SK-NIC acquisition on 5 December 2017 had an element of deferred and contingent consideration of €5.85m that has been placed in to an escrow account and subject to any claims will be released to the vendor in tranches until 2024. Deferred cash consideration of €5.85m is dependent on SK-NIC attaining defined growth targets from 2018 to 2020. At 2018 year-end, the deferred cash consideration has been accounted for in the consolidated statement of financial position at fair value, using a discount factor of 10%, which has amounted to €918,000. This will unwind as the payment stages become due through the consolidated statement of comprehensive income. The growth rates in relation to the contingent consideration are calculated on the number of registered domains at the end of each financial year over the next three years (post completion) with the payment profile being spread over eight years. The last payment on the profile is not subject to the defined growth rates. The Directors have considered the range of outcomes on the target growth rate which would trigger the unwinding of the deferred consideration and on the basis that there exists sufficient headroom against management sensitivity to attain these domain name growth rates, they have concluded that the deferred consideration will be payable in full over the agreed period. In addition, the KeyDrive Group acquisition on 2 August 2018 included earn-out commitments, if certain financial performance tests are met, CentralNic will pay Inter.Services a performance-based earn-out of up to US$6.5m, a minimum of 15% of which shall be settled in cash and up to 85% of which may be settled by the issue of Additional Consideration Shares. If the performance-based earn-out pays out less than US$6.5m in total, CentralNic will pay for certain tax losses within the KeyDrive Group on the same basis as the payment of the performance-based earn-out but only to the extent that such tax losses are used by the Enlarged Group and provided that the aggregate consideration for the earn-out and the tax losses does not exceed US$6.5m. At 2018 year-end, the earn-out element has been accounted for in the consolidated statement of financial position at fair value, using a discount factor of 1-10%, which has amounted to £4,912,000. (d) Fair value hierarchy The different levels are defined as follows: Level 1: Level 2: Level 3: Fair value measurements are derived from quoted prices (unadjusted) in active markets for identical assets or liabilities; Fair value measurements are derived from inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or indirectly; and Fair value measurements derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). 30. Post balance sheet events The Group also upgraded our United Kingdom corporate headquarters and New Zealand office in the beginning of 2019. The UK lease agreement was entered into on 7 March 2019 with a break clause on 6 March 2024 and an expiry date of 6 March 2029. The post balance sheet lease commitment to the break clause date is £1,210,000. The New Zealand lease agreement was entered into on 16 April 2019 for an initial term of 3 years with the right to renew every three years. The final expiry date is 31 July 2027. 74 CentralNic Group Plc Annual Report 2018 Company statement of financial position as at 31 December 2018 2018 2017 Note £’000 £’000 ASSETS Fixed assets Investments 7 52,413 13,528 Deferred tax asset 8 377 361 52,790 13,889 Current assets Other debtors, deposits and prepayments 9 32,128 27,148 Cash and bank balances 667 127 32,795 27,275 Total assets 85,585 41,164 LIABILITIES Current liabilities Creditors – amounts falling due within one year 11 Trade and other payables and accruals 10,160 1,229 Borrowings 1,775 1,854 11,935 3,083 Non-current liabilities Creditors – amounts falling due after one year Borrowings 17,917 15,541 17,917 15,541 Total liabilities 29,852 18,624 Net assets 55,733 22,540 CAPITAL AND RESERVES Share capital 10 171 96 Share premium 10 54,173 16,545 Merger relief reserve 10 1,879 1,879 Share based payments reserve 2,098 2,038 Retained earnings/(accumulated losses) (2,588) 1,982 Shareholders funds 55,733 22,540 The loss for the year, including Other Comprehensive Income was £4,713,000 (December 2017: loss £1,383,000). These financial statements were approved and authorised for issue by the Board of Directors on 12 May 2019 and were signed on its behalf by: Mike Turner Chairman Company Number: 08576358 The notes on pages 77 to 82 form an integral part of these financial statements. CentralNic Group Plc Annual Report 2018 75 FINANCIAL STATEMENTS Company statement of changes in equity for the year ended 31 December 2018 Retained Share based earnings/ Share Share payments Merger relief (accumulated capital premium reserve reserve losses) Total £’000 £’000 £’000 £’000 £’000 £’000 Balance as at 1 January 2017 96 16,545 1,720 1,879 3,365 23,605 Loss for the year – – – – (1,383) (1,383) Share based payments – – 282 – – 282 Share based payments – Deferred tax asset – – 36 – – 36 Balance as at 31 December 2017 96 16,545 2,038 1,879 1,982 22,540 Loss for the year – – – – (4,713) (4,713) Share issue 75 38,673 – – – 38,748 Share issue costs – (1,045) – – – (1,045) Share based payments – – 232 – – 232 Share based payments – deferred tax asset – – (29) – – (29) Share based payments – reclassify lapsed options – – (143) – 143 – Balance as at 31 December 2018 171 54,173 2,098 1,879 (2,588) 55,733 • Share capital represents the nominal value of the Company’s cumulative issued share capital. • Share premium represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. • Merger relief reserve represents the cumulative excess of the fair value of consideration received for the issue of shares in excess of their nominal value less attributable share issue costs and other permitted reductions. Where the consideration for shares in another company includes issued shares, and 90% of the equity is held in the other company. • Retained earnings represent the cumulative value of the profits not distributed to Shareholders, but retained to finance the future capital requirements of the Company. • Share based payments reserve represents the cumulative value of share based payments recognised through equity. The notes on pages 77 to 82 form an integral part of these financial statements. 76 CentralNic Group Plc Annual Report 2018 Notes to the Company financial statements for the year ended 31 December 2018 1. General information Nature of operations CentralNic Group Plc (the Company) is the UK holding company of a group of companies which are engaged in the provision of global domain name services. The Company is registered in England and Wales. Its registered office and principal place of business is 35-39 Moorgate, London EC2R 6AR. 2. Basis of preparation The financial statements have been prepared in accordance with the historical cost convention as modified by the revaluation of certain fixed assets. The financial statements have been prepared in accordance with FRS 102 – The Financial Reporting Standard applicable in the UK and Republic of Ireland and the Companies Act 2006. The principal accounting policies are described below. They have all been applied consistently throughout the period. 3. Significant accounting policies (a) Going concern At 31 December 2018, the Company had net current assets of £20,860,000 (2017: £24,192,000) with the main current asset being amounts owed from its subsidiaries amounting to £32,018,000 (2017: £27,121,000). The Company has assessed its ongoing costs with cash generated by its subsidiaries to ensure that it can continue to settle its debts as they fall due. The Directors have, after careful consideration of the factors set out above, concluded that it is appropriate to adopt the going concern basis for the preparation of the financial statements and the financial statements do not include any adjustments that would result if the going concern basis was not appropriate. (b) Investments Investments held as fixed assets are stated at cost less provision for impairment. (c) Taxation Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements. A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred tax is not recognised when fixed assets are revalued unless by the balance sheet date there is a binding agreement to sell the revalued assets and the gain or loss expected to arise on sale has been recognised in the financial statements. Neither is deferred tax recognised when fixed assets are sold and it is more likely than not that the taxable gain will be rolled over, being charged to tax only if and when the replacement assets are sold. Taxation arising on disposal of a revalued asset is split between the profit and loss account and the statement of changes in equity on the basis of the tax attributable to the gain or loss recognised in each statement. CentralNic Group Plc Annual Report 2018 77 FINANCIAL STATEMENTS Notes to the Company financial statements continued 3. Significant accounting policies continued (d) Financial instruments Financial assets and liabilities are recognised in the statements of financial position when the Company has become a party to the contractual provisions of the instruments. The Company’s financial assets and liabilities are initially measured at fair value plus any directly attributable transaction costs. The carrying value of the Company’s financial assets, primarily cash and bank balances, and liabilities, primarily the Company’s payables and other accrued expenses, approximate their fair values. (i) Financial assets On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial assets, as appropriate. Trade and other receivables Trade and other receivables (including deposits and prepayments) that have fixed or determinable payments that are not quoted in an active market are classified as other receivables, deposits, and prepayments. Other receivables, deposits, and prepayments are measured at amortised cost using the effective interest method, less any impairment loss. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. (ii) Financial liabilities and equity instruments Financial liabilities are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, gains and losses relating to financial liabilities are reported in profit or loss. Distributions to holders of financial liabilities are classified as equity and charged directly to equity. Financial liabilities Financial liabilities comprise long-term borrowings, short-term borrowings, trade and other payables and accruals, measured at amortised cost using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability or where appropriate, a shorter period to the net carrying amount on initial recognition. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs. (e) Debtors Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value net of transaction costs and are measured subsequently at amortised cost using the effective interest method, less any impairment. (f) Creditors Short-term creditors are measured at the transaction price. Other financial liabilities including bank loans, are measured initially at fair value net of transaction costs and are measured subsequently at amortised cost using the effective interest method. 78 CentralNic Group Plc Annual Report 2018 3. Significant accounting policies continued (g) Parent Company disclosure exemptions In preparing the separate financial statements of the Parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102: • only one reconciliation of the number of shares outstanding at the beginning and end of the period has been presented as the reconciliations for the Group (see note 19 in the notes to the Group financial statements) and the Parent Company would be identical. Hence, the Parent Company has not disclosed this reconciliation in its notes to the financial statements; • disclosures in respect of the Parent Company’s financial instruments and share based payment arrangements have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; • no disclosure has been given for the aggregate remuneration of the key management personnel of the Parent Company as their remuneration is included in the totals for the Group as a whole; • no cash flow statement has been presented for the Parent Company; • disclosure of related party transactions with wholly owned fellow Group companies; and • the effect of future accounting standards not yet adopted. 4. Critical accounting judgments and key sources of estimation uncertainty In the application of the Company’s accounting policies, which are described in note 3, the Directors are required to make judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other sources. The estimates and assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk of causing a significant adjustment to the carrying amounts of assets and liabilities in the financial statements: Share based payment The fair value of share based remuneration is determined at the date of grant and recognised as an expense in the statement of comprehensive income on a straight line basis over the vesting period, taking account of the estimated number of shares that will vest. The fair value is determined by use of Black Scholes model method. Recognition of deferred tax assets The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits. CentralNic Group Plc Annual Report 2018 79 FINANCIAL STATEMENTS Notes to the Company financial statements continued 5. Profit for the financial period The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a profit and loss account for the Company alone has not been presented. The Company’s loss for the financial period was £4,713,000 (2017: loss £1,383,000) which included a net loss on foreign currency translation of £611,000 (2017: loss of £209,000). The Company’s loss for the financial year has been arrived at after charging auditor’s remuneration payable to Crowe U.K. LLP for audit services to the Company of £63,000 (2017: £60,000). 6. Employees and Directors’ remuneration Staff costs during the period by the Company were as follows: 2018 2017 £’000 £’000 Wages and salaries 755 621 Social security 67 68 Pension 13 21 Share based payments 232 317 Directors consultancy fees 305 133 Settlements – 315 1,372 1,475 The average number of employees of the Company including Directors performing under a service contract during the period was: 2018 2017 Number Number Directors under employment contracts only 4 7 Directors under service contracts only 2 2 Directors under a combination of employment and service contracts 1 – 7 9 The Group made contributions to defined contribution personal pension schemes for three Directors in the period (2017: six). The number of individuals included within the senior key personnel was 10 (2017: eight). Included in the above tables, the highest paid Director had wages and salaries including pensions of £241,000 (2017: £90,000), a special bonus of £297,000 (2017: nil), no settlement payments (2017: £234,000), no amounts attributable to share based payment (2017: £29,000) totaling to £538,000 (2017: £353,000). 80 CentralNic Group Plc Annual Report 2018 7. Investments The amount invested by the Company relates to the direct investment made in CentralNic (Ireland) Limited. The funds received by CentralNic (Ireland) Limited was used to acquire KeyDrive via CentralNic Germany GmbH. A summary of consideration to acquire the share capital of KeyDrive S.A. and the provisional fair value of the assets and liabilities at the acquisition date in line with Group accounting policies are provided in note 25. £’000 At 1 January 2017 4,575 Additions – acquisition of Instra Group of companies 8,826 Share Options issued on behalf of subsidiaries 171 Share Options – deferred tax (44) At 31 December 2017 13,528 Share Options issued on behalf of subsidiaries 91 Share Options – deferred tax (23) Additions – investment in CentralNic (Ireland) Limited 38,817 At 31 December 2018 52,413 8. Deferred tax Share based payments Deferred tax assets £’000 At 1 January 2017 181 Credit to income 180 At 31 December 2017 361 Credit to income 16 At 31 December 2018 377 9. Debtors 2018 2017 £’000 £’000 Amounts owed by Group undertakings 32,017 27,121 Other debtors 76 27 Taxation receivable 35 – 32,128 27,148 CentralNic Group Plc Annual Report 2018 81 FINANCIAL STATEMENTS Notes to the Company financial statements continued 10. Share capital and share premium Details of the Company’s share capital are set out in note 19 to the consolidated financial statements. 11. Creditors: amounts falling due within one year 2018 2017 £’000 £’000 Bank overdraft 1,807 – Trade creditors 378 477 Amounts owed to Group undertakings 7,388 – Accruals and deferred income 408 675 Accrued interest 179 70 Taxation payable – 7 10,160 1,229 82 CentralNic Group Plc Annual Report 2018 Particulars of subsidiaries and associates The companies listed below are 100% subsidiaries of Group Companies and only have ordinary share capital unless otherwise stated. Country of incorporation Parent Company Subsidiary and principal operations Principal activity Registered office CentralNic Limited CentralNic USA Li mited USA US sales office c/o C T Corporation System, 818 West 7th Street, Los Angeles, CA 90017 CentralNic Limited GB.com Limited England and Wales Dormant – holds domain name 35-39 Moorgate, London, EC2R 6AR CentralNic Limited Whois Privacy Limited England and Wales Dormant 35-39 Moorgate, London, EC2R 6AR CentralNic Limited dnsXperts UG Germany Domain management Beueler Bahnhofsplatz 18, 53225 Bonn software services CentralNic Limited Dot Fan Ltd England and Wales Dormant 35-39 Moorgate, London, EC2R 6AR CentralNic Limited FANS TLD Limited England and Wales Dormant 35-39 Moorgate, London, EC2R 6AR CentralNic Limited CNIC Services India Domain management 818, Indraprakash Building 21, Barakhamba Private Limited software services Road New Delhi New Delhi Dl 110001 TLD Registrar Solutions Limited Internet Domain Service Commonwealth of Domain registrar services BS Corp The Bahamas provider PO Box SS-19084, Ocean Centre, Montagu Foreshore, East Bay Street, Nassau, New Providence, The Bahamas. TLD Registrar Solutions Limited Whois Privacy Corp Commonwealth of Domain registrar services The Bahamas provider Instra Holdings (UK) Ltd Domain Directors England and Wales Domain registrar services provider 35-39 Moorgate, London, EC2R 6AR (Europe) Ltd Instra Holdings (UK) Ltd Europe Registry Ltd England and Wales Domain registrar services provider 35-39 Moorgate, London, EC2R 6AR Instra Holdings (UK) Ltd Instra Corporation England and Wales Domain registrar services provider 35-39 Moorgate, London, EC2R 6AR (Europe) Ltd Instra Holdings (UK) Ltd White Label Domains Malaysia Domain registrar services provider No/ 36B, 2nd floor, Jalan Tun Mohd Fuad 2. SDN BHD B12 Taman Tun Dr Ismail, Kuala Lumpur, 60000, Malaysia Instra Holdings (UK) Ltd Domain Directors Finland Domain registrar services provider 5th floor, Keilaranta 16, Espoo, 02150, Finland (Finland) Oy Instra Holdings (UK) Ltd Sublime Technologies France Domain registrar services provider 2, Rue Robert Geffré Bat n°11- 17000 (France) Sarl La Rochelle – France Instra Holdings (UK) Ltd Domain Directors France Domain registrar services provider 2, Rue Robert Geffré Bat n°11- 17000 (France) Sarl La Rochelle – France Instra Holdings (UK) Ltd Tunglim International Hong Kong Domain registrar services provider 2003., 20/F Towers China Hong Kong City, Pty Limited Tsim Sha Tsui, Kowloon, Hong Kong Instra Holdings (UK) Ltd Sublime Technology Hong Kong Domain registrar services provider 2003., 20/F Towers China Hong Kong City, Limited Tsim Sha Tsui, Kowloon, Hong Kong Instra Holdings (Aus) Pty Ltd Domain Directors PTY Ltd Australia Domain registrar services provider Level 2, 222 Beach Road, Mordialloc, VIC 3195 Instra Holdings (Aus) Pty Ltd Ozenum PTY Ltd Australia Domain registrar services provider Level 2, 222 Beach Road, Mordialloc, VIC 3195 Instra Holdings (Aus) Pty Ltd Instra Corporation Australia Domain registrar services provider Level 2, 222 Beach Road, Mordialloc, PTY Limited VIC 3195 Instra Corporation PTY Limited Instra Domain The Netherlands Domain registrar services provider Beechavenue 54-62, 1119PW, Schiphol-Rijk Directors B.V. Instra Corporation PTY Limited Instra Corporation PTE Ltd Singapore Domain registrar services provider c/o Asiabiz Services PTE Ltd, 30 Cecil Street, #19-08, Prudential Tower, Singapore 049712 Instra Corporation PTY Limited Domain Escrow England and Wales Domain registrar services provider 35-39 Moorgate, London, EC2R 6AR Services Limited Instra Corporation PTY Limited Instra-Internet Services Greece Domain registrar services provider 1 Dimokraatias Square, Thessaloniki, 54629, One-person LLC Greece Instra Corporation PTY Limited Instra Domain Directors Inc Canada Domain registrar services provider Suite 2300 Bentall 5, 550 Burrard Street, Vancouver, British Columbia, V6C 2B5 Instra Holdings (NZ) Ltd Instra Corporation Limited New Zealand Domain registrar services provider C/o Grant Thornon New Zealand Ltd, LR, 152, Fanshawe Street, Auckland, 1010, New Zealand CentralNic Group Plc Annual Report 2018 83 FINANCIAL STATEMENTS Particulars of subsidiaries and associates continued Country of incorporation Parent Company Subsidiary and principal operations Principal activity Registered office Instra Holdings (NZ) Ltd Only Domains Limited New Zealand Domain registrar services provider C/o Grant Thornon New Zealand Ltd, LR, 152, Fanshawe Street, Auckland, 1010, New Zealand Instra Holdings (NZ) Ltd Private Ranger Limited New Zealand Domain registrar services provider C/o Grant Thornon New Zealand Ltd, LR, 152, Fanshawe Street, Auckland, 1010, New Zealand CentralNic Germany GmbH KeyDrive S.A. Luxembourg Domain registrar services provider 1-3, Boulevard de la Foire, L-1528 Luxembourg KeyDrive S.A. Toweb Sarl Luxembourg Domain registrar services provider 1-3, Boulevard de la Foire, L-1528 Luxembourg KeyDrive S.A. Key-Systems GmbH Germany Domain registrar services provider Im oberen Werk 1, 66386 St. Ingbert, Germany KeyDrive S.A. OpenRegistry SA Luxembourg Domain registrar services provider 1-3, Boulevard de la Foire, L-1528 Luxembourg KeyDrive S.A. Moniker.com Inc USA Domain registrar services provider 6301 NW 5th Way, Suite 4500, Ft Lauderdale, FL 33309. Mailing address: 13727 SW 152nd Street #513, Miami, FL 33177 KeyDrive S.A. Traffic.club Sarl Luxembourg Domain registrar services provider 1-3, Boulevard de la Foire, L-1528 Luxembourg Moniker.com Inc Moniker Online USA Domain registrar services provider 6301 NW 5th Way, Suite 4500, Services LLC Ft Lauderdale, FL 33309. Mailing address: 13727 SW 152nd Street #513, Miami, FL 33177 Moniker.com Inc Moniker Privacy USA Domain registrar services provider 6301 NW 5th Way, Suite 4500, Services LLC Ft Lauderdale, FL 33309. Mailing address: 13727 SW 152nd Street #513, Miami, FL 33177 Key-Systems GmbH Key-Systems USA Inc USA Domain registrar services provider 885 Harrison St. SE, Leesburg, VA 20175 Key-Systems GmbH PTS GmbH Germany Domain registrar services provider Neunkircher Straße 43, 66299 Friedrichsthal Key-Systems GmbH PartnerGate GmbH Germany Domain registrar services provider Wilhelm-Wagenfeld-Str. 16, 80807 Munich Key-Systems GmbH KS Internet Solutions Mexico Domain registrar services provider San Pedro Garza García, N.L., Mexico S DE RL DE CV Key-Systems GmbH Toweb Brasil LTDA Brazil Domain registrar services provider 423, Praia da Costa, Vila Velha, Brazil Key-Systems GmbH Skyway Datacenter Germany Domain registrar services provider Im oberen Werk 1, 66386 St. Ingbert Key-Systems GmbH Dot Saarland GmbH Germany Domain registrar services provider Im oberen Werk 1, 66386 St. Ingbert Key-Systems GmbH KS Domains Ltd BC, CA Domain registrar services provider c/o Stuart A. Moir, Lawyer; 1201-11871 Horseshoe Way; Richmond BC V7A 5H5; Canada Key-Systems GmbH AZ.pl Inc USA Dormant no legal domicile Key-Systems GmbH KS Registry GmbH Germany Domain registrar services provider Im oberen Werk 1, 66386 St. Ingbert Key-Systems GmbH 1@1 AZ.pl Inc USA Dormant no legal domicile Key-Systems GmbH 1 AZ.pl Inc USA Dormant no legal domicile Key-Systems GmbH 1@3 AZ.pl Inc USA Dormant no legal domicile Key-Systems GmbH 1@2 AZ.pl Inc USA Inactive no legal domicile Key-Systems GmbH 1@4 AZ.pl Inc USA Dormant no legal domicile Key-Systems GmbH Thomsen-Trampedach Switzerland Domain registrar services provider Riedstrsse 1, 6343 Rotkreuz, Switzerland GmbH (26.5% associate) PTS GmbH Local Presence England and Wales Domain registrar services provider Carpenter Court 1 Maple Road, Bramhall, Services Ltd Stockport, Cheshire, SK7 2DH Key-Systems USA Inc Key-Systems LLC Germany Domain registrar services provider Im oberen Werk 1, 66386 St. Ingbert PartnerGate GmbH RegistryGate GmbH Germany Domain registrar services provider Wilhelm-Wagenfeld-Str. 16, 80807 Munich 84 CentralNic Group Plc Annual Report 2018 CentralNic Group PLC’s interest is 100% in the issued ordinary share capital of these undertakings included in the consolidated accounts: Country of incorporation Subsidiary and principal operations Principal activity Registered office CentralNic Limited England and Wales Domain registry services provider 35-39 Moorgate, London, EC2R 6AR TLD Registrar Solutions Limited England and Wales Domain registrar services provider 35-39 Moorgate, London, EC2R 6AR Hoxton Domains Limited England and Wales Aftermarket domain services 35-39 Moorgate, London, EC2R 6AR Instra Holdings (UK) Ltd England and Wales Holding company 35-39 Moorgate, London, EC2R 6AR Instra Holdings (Aus) Pty Ltd Australia Holding company Level 2, 222-225 Beach Road, Mordialloc, Victoria, VIC3195 Instra Holdings (NZ) Ltd New Zealand Holding company C/o Grant Thornon New Zealand Ltd, LR, 152, Fanshawe Street, Auckland, 1010, New Zealand SK-NIC a.s. The Slovak Republic Registry Operator for .SK Námestie SNP 14 Bratislava - mestská cast’ Staré Mesto 811 06 ˇ CentralNic (Ireland) Limited Ireland Holding company 24/26 City Quay, Dublin 2 CentralNic Luxembourg SARL Luxembourg Holding company 1-3 boulevard de la Foire 1528 Luxembourg CentralNic Germany GmbH Germany Holding company Kaiserplatz 7-9, 53113, Bonn CentralNic Group Plc Annual Report 2018 85 FINANCIAL STATEMENTS Shareholder information Financial calendar Annual General Meeting The Annual General Meeting will be held on Thursday, 20 June 2019 at 10.00am at the offices of the Company’s solicitors: Solicitors to the Company DWF LLP 20 Fenchurch Street London EC3M 3AG DWF LLP 20 Fenchurch Street, London EC3M 3AG Taylor Wessing LLP 5 New Street Square London EC4A 3TW Announcements • Half-year results for 2019 are expected in September 2019. • Full year results for 2019 are expected in April 2020. Dates are correct at the time of printing, but are subject to change. Solicitors to the Nominated Adviser and Broker DAC Beachcroft LLP 100 Fetter Lane London EC4A 1BN Directors Mike Turner (Chairman) Benjamin Crawford (Chief Executive Officer) Donald Baladasan (Group Managing Director) Michael Riedl (Chief Financial Officer) Samuel Dayani (Non-Executive Director) Thomas Rickert (Non-Executive Director) Thomas Pridmore (Non-Executive Director) Iain McDonald (Non-Executive Director) Registered office 35-39 Moorgate London EC2R 6AR Company Secretary DWF LLP Company website www.centralnic.com Nominated Adviser and Broker Zeus Capital Limited 82 King Street Manchester M2 4WQ 41 Conduit Street London W1S 2YQ 3 Brindleyplace Birmingham B1 2JB Joint Broker Stifel Nicolaus Europe Limited (Stifel) 150 Cheapside London EC2V 6ET Auditors Crowe U.K. LLP St Bride’s House 10 Salisbury Square London EC4Y 8EH 86 CentralNic Group Plc Annual Report 2018 Financial PR Newgate Communications Sky Light City Tower 50 Basinghall Street London, EC2V 5DE Bankers Silicon Valley Bank Alphabeta 14-18 Finsbury Square London EC2A 1BR HSBC Bank plc 89 Buckingham Palace Road London SW1W 0QL Company Registrars Link Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Link Asset Services is our registrar and they offer many services to make managing your shareholding easier and more efficient. Share portal The Share Portal is a secure online site where you can manage your shareholding quickly and easily. You can: • View your holding and get an indicative valuation • Change your address • Arrange to have dividends paid into your bank account • Request to receive Shareholder communications by email rather than post • View your dividend payment history • Make dividend payment choices • Buy and sell shares and access a wealth of stock market news and information • Register your proxy voting instruction • Download a stock transfer form. • Use the details on the FCA Register to contact the firm. • Call the FCA Consumer Helpline on 0800 111 6768 if there are no contact details on the Register or you are told they are out of date. • Search our list of unauthorised firms and individuals to avoid doing business with. REMEMBER: if it sounds too good to be true, it probably is! If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme (FSCS) if things go wrong. REPORT A SCAM If you are approached about a share scam you should tell the FCA using the share fraud reporting form at http://www.fca.org.uk/ scams, where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0800 111 6768. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040. Identity theft Tips for protecting your shares in the Company: • Ensure all your certificates are kept in a safe place or hold your shares electronically in CREST via a nominee. • Keep correspondence from us and Link in a safe place and destroy any unwanted correspondence by shredding. • If you change address, inform Link in writing or update your address online via the Shareholder portal. If you receive a letter from Link regarding a change of address but have not moved, please contact them immediately. • Consider having your dividend paid directly into your bank. This will reduce the risk of the cheque being intercepted or lost in the post. If you change your bank account, inform Link of the details of your new account. You can do this by post or online via the Shareholder portal. • If you are buying or selling shares, only deal with brokers registered and authorised to carry out that type of business. • Be wary of phone calls or e-mails purporting to come from us or Link asking you to confirm personal details or details of your investment in our shares. Neither we nor Link will ever ask you to provide information in this way. To register for the Share Portal just visit www.signalshares.com. All you need is your investor code, which can be found on your share certificate or your dividend tax voucher. Customer support centre Alternatively, you can contact Link’s Customer Support Centre which is available to answer any queries you have in relation to your shareholding: By phone – UK – 0871 664 0300 (UK calls cost 12p per minute plus network extras). From overseas – +44 371 664 0300. Lines are open 9.00am to 5.30pm, Monday to Friday, excluding public holidays. By email – shareholderenquiries@linkgroup.co.uk By post – Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. Sign up to electronic communications Help us to save paper and get your Shareholder information quickly and securely by signing up to receive your Shareholder communications by email. Registering for electronic communications is very straightforward. Just visit www.signalshares.com. All you need is your investor code, which can be found on your share certificate or your dividend tax voucher. Donate your shares to charity If you have only a small number of shares which are uneconomical to sell you may wish to donate them to charity free of charge through ShareGift (Registered Charity10528686). Find out more at www.sharegift.org.uk or by telephoning 020 7930 3737. Share fraud warning Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly based abroad. While high profits are promised, those who buy or sell shares in this way usually lose their money. The Financial Conduct Authority (FCA) has found most share fraud victims are experienced investors who lose an average of £20,000, with around £200m lost in the UK each year. PROTECT YOURSELF If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money: • Get the name of the person and organisation contacting you. • Check the Financial Services Register at http://www.fca.org.uk/ to ensure they are authorised. CentralNic Group Plc Annual Report 2018 87 Glossary Top Level Domain or ‘TLD’ The suffix attached to internet domain names e.g., .com, .net Second Level Domain or ‘SLD’ A domain that is directly below a top-level domain e.g. uk.com Internet Corporation for Assigned Names and Numbers or ‘ICANN’ A non-profit private organisation that was created to oversee a number of Internet-related tasks previously performed directly on behalf of the U.S. government Country Code Top Level Domain or ‘ccTLD’ An Internet top-level domain generally used or reserved for a country, a sovereign state, or a dependent territory e.g., .uk, .jp Domain Name System or ‘DNS’ A hierarchical distributed naming system for computers, services, or any resource connected to the Internet or a private network Registry Operator An entity that maintains the database of domain names for a given top-level domain and generates the zone files which convert domain names to IP addresses. It is responsible for domain name allocation and technically operates its top-level domain, sometimes by engaging a Registry Service Provider Domain Name Registrar An organisation or commercial entity that manages the reservation of Internet domain names Registry Service Provider A company that performs the technical functions of a TLD on behalf of the TLD owner or licensee. The registry service provider keeps the master database and operates DNS servers to allow computers to route Internet traffic using the DNS 88 CentralNic Group Plc Annual Report 2018 adio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com rg.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .security .ru.com .cx .net.fm b.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.co om .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb .theatre .site .pw .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net .tech .za.com .online .radio.am .eu.com .uk.net .college .gb.co a .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .ink .mex.com .website .cn.com est .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net e.net .wiki .za.com .site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .fans .us.com .ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedba design .se.com .host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net .tech .za.com .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .u reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design v.fm .store .de.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love ent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa net .tech .za.com .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz om .com.de .za.bz .org.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .securi cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radi ine .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com rg.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .n art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net .tech .za.com .online .radio.a uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.c est .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net .tech .za.com .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .k .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .q .uy.com .design .se.com .host .gov.fm .store .de.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net .gr.com .press .se.ne site .com.fm .love .us.org .hu.net .rent .sa.com .jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com . ink .com.se .reit .web.in .br.com .protection .xyz .tickets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .de host .gov.fm .store .de.com .radio.fm .security .uk.com .ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com .press .se.net .love .us.org .hu.net .sa.com .rent .jp.net .tech .za.com .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.s br.com .protection .xyz .tickets .art .hu.com .com.de .za.bz .org.fm .ink .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .hos e.com .uk.com .security .ru.com .cx .net.fm .ar.com .space .gb.net .no.com .theatre .pw .in.net .gr.com .press .se.net .wiki .za.com .site .com.fm .love .us.org .hu.ne jp.net .bar .radio.fm .tech .online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .ink .com.se .reit .web.in .br.com .p ets .hu.com .com.de .za.bz .org.fm .mex.com .website .cn.com .fm .ae.org .rest .qc.com .feedback .uy.com .design .se.com .host .gov.fm .store .de.com .radio.fm .s ru.com .cx .net.fm .ar.com .art .space .gb.net .bar .no.com .theatre .site .pw .in.net .gr.com .press .se.net .wiki .com.fm .love .us.org .hu.net .sa.com .rent .jp.net online .radio.am .eu.com .uk.net .college .gb.com .edu.fm .la .kr.com .co.com .jpn.com .fans .us.com .com.se .reit .web.in .br.com .protection .xyz .tickets .art .hu.co ru com c za bz org fm ink mex com website de com uk com security cn com fm ae org qc com feedback uy com design se com host gov fm store y b d e c u d o r p d n a d e n g s e D r e t r a u q h t r u o f rest i 35-39 Moorgate London EC2R 6AR www.centralnic.com i l C e n t r a N c G r o u p P c l A n n u a l R e p o r t 2 0 1 8 Annual Report 2018 

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