6-K
Endava plc (DAVA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2022
Commission File Number: 001-38607
ENDAVA PLC
(Name of Registrant)
125 Old Broad Street
London EC2N 1AR
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
x Form 20-F ¨ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Endava to propose the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm
Endava plc (the “Company”) today announced that it intends to propose to shareholders at its 2022 Annual General Meeting that PricewaterhouseCoopers LLP be appointed as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2023. This decision was taken following a competitive audit tender.
KPMG LLP (“KPMG”), the Company’s current independent registered public accounting firm, will continue in its role and will undertake the audit of the Company for the fiscal year ending June 30, 2022. The change in independent registered public accounting firm is not the result of any disagreement with KPMG.
EXHIBIT LIST
| Exhibit | Description |
|---|---|
| 99.1 | Press Release May 12, 2022 |
| 99.2 | Investor Presentation Q3 FY22 |
Exhibit 99.1, other than the portions of Exhibit 99.1 under the caption "Outlook", is hereby expressly incorporated by reference into the registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 7, 2018 (File no. 333-228717), the registrant’s registration statement on Form S-8 filed with the SEC on September 18, 2020 (File No. 333-248904), the registrant’s registration statement on Form S-8 filed with the SEC on September 30, 2021 (File No. 333-259900) and the registrant's registration statement on Form F-3 filed with the SEC on October 18, 2019 (File No. 333-229213).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENDAVA PLC | ||
|---|---|---|
| Date: May 12, 2022 | By: | /s/ John Cotterell |
| Name: John Cotterell | ||
| Title: Chief Executive Officer |
Document
| Q3 FY2022 |
|---|
ENDAVA ANNOUNCES THIRD QUARTER FISCAL YEAR 2022 RESULTS
Q3 FY2022
50.7% Year on Year Revenue Growth to £169.2 million
50.9% Revenue Growth at Constant Currency
IFRS diluted EPS £0.35 compared to £0.23 in the prior year comparative period
Adjusted diluted EPS £0.48 compared to £0.34 in the prior year comparative period
London, U.K. – Endava plc (NYSE: DAVA) ("Endava" or the "Company") a global provider of digital transformation, agile development and intelligent automation services, today announced results for the three months ended March 31, 2022, the third quarter of its 2022 fiscal year ("Q3 FY2022").
“Strong revenue growth for Endava this quarter is underpinned by a very favourable business environment, with demand for our digital acceleration services strong across all regions and verticals,” said John Cotterell, Endava CEO. “Endava delivers leading edge innovative projects to drive new growth and customer experiences. Endava’s ability to support clients from ideation to production differentiates us as an attractive strategic partner, leading to a revenue increase of 50.9% in constant currency for Q3FY2022 driven by both the expansion of work with existing clients and the acquisition of new ones this quarter.”
THIRD QUARTER FISCAL YEAR 2022 FINANCIAL HIGHLIGHTS:
•Revenue for Q3 FY2022 was £169.2 million, an increase of 50.7% compared to £112.3 million in the same period in the prior year.
•Revenue growth rate at constant currency (a non-IFRS measure) was 50.9% for Q3 FY2022, compared to 23.8% in the same period in the prior year.
•Profit before tax for Q3 FY2022 was £25.9 million, compared to £16.5 million in the same period in the prior year.
•Adjusted profit before tax (a non-IFRS measure) for Q3 FY2022 was £34.2 million, compared to £23.9 million in the same period in the prior year, or 20.2% of revenue, compared to 21.3% of revenue in the same period in the prior year.
•Profit for the period was £20.1 million in Q3 FY2022, resulting in a diluted EPS of £0.35, compared to profit of £13.0 million and diluted EPS of £0.23 in the same period in the prior year.
| Q3 FY2022 |
|---|
•Adjusted profit for the period (a non-IFRS measure) was £27.9 million in Q3 FY2022, resulting in adjusted diluted EPS (a non-IFRS measure) of £0.48, compared to adjusted profit for the period of £19.3 million and adjusted diluted EPS of £0.34 in the same period in the prior year.
CASH FLOW:
•Net cash from operating activities was £18.7 million in Q3 FY2022, compared to £11.6 million in the same period in the prior year.
•Adjusted free cash flow (a non-IFRS measure) was £16.1 million in Q3 FY2022, compared to £10.2 million in the same period in the prior year.
•At March 31, 2022, Endava had cash and cash equivalents of £120.4 million, compared to £69.9 million at June 30, 2021.
OTHER METRICS FOR THE QUARTER ENDED MARCH 31, 2022:
•Headcount reached 11,001 at March 31, 2022, with 9,851 average operational employees in Q3 FY2022, compared to a headcount of 8,127 at March 31, 2021 and 7,068 average operational employees in the same quarter of the prior year.
•Number of clients with over £1 million in revenue on a rolling twelve months basis was 118 at March 31, 2022, compared to 81 at March 31, 2021.
•Top 10 clients accounted for 35% of revenue in Q3 FY2022, compared to 36% in the same period in the prior year.
•By geographic region, 33% of revenue was generated in North America, 21% was generated in Europe, 43% was generated in the United Kingdom and 3% was generated in the rest of the world in Q3 FY2022. This compares to 29% in North America, 25% in Europe, 43% in the United Kingdom and 3% in the rest of the world in the same period in the prior year.
•By industry vertical, 51% of revenue was generated from Payments and Financial Services, 25% from TMT and 24% from Other in Q3 FY2022. This compares to 53% from Payments and Financial Services, 27% from TMT and 20% from Other in the same period in the prior year.
| Q3 FY2022 |
|---|
UPDATES ON RUSSIA-UKRAINE CRISIS CONSIDERATIONS:
As previously reported, in late February 2022, Russian military forces launched significant military action against Ukraine (the "Russia-Ukraine crisis"). As of the date of this report, the Russia-Ukraine crisis has not had a material impact on Endava's financial results. Endava generates no revenue from Russia, Ukraine and Belarus, and none of its employees are located in these countries. In fact, over 75% of the Group’s European staff is based in countries that are members of the North Atlantic Treaty Organization (NATO). As of March 31, 2022, Endava had approximately 1,200 employees based in Moldova, a neighboring country of Ukraine, and approximately 9% of its revenue is derived from teams located in Moldova. Endava currently believes its business in Moldova has not been impacted by the Russia-Ukraine crisis, and there has been no sign of decline in productivity in that country. If the conflict involving Russia and Ukraine were to spread to Moldova, Endava has contingency plans in place and would assist its employees in relocating to neighboring countries, a process made easier by the fact that management believes a majority of the employees based in Moldova have a passport from a European Union country. As of the date of this report, clients have generally expressed support for Endava’s employees in Moldova, and the Company has not experienced withdrawn or reduced teams as a result of the Russia-Ukraine crisis. In addition, Endava has received queries from prospective clients as they intend to reduce their exposure to delivery teams located in Russia, Ukraine and Belarus, and it is reviewing such business opportunities.
OUTLOOK:
Fourth Quarter Fiscal Year 2022:
Endava expects revenues will be in the range £177.0 million to £179.0 million, representing constant currency revenue growth of between 29.0% and 31.0%. Endava expects adjusted diluted EPS to be in the range of £0.48 to £0.49 per share.
Full Fiscal Year 2022:
Endava expects revenues will be in the range of £652.0 million to £654.0 million, representing constant currency growth of between 46.0% and 46.5%. Endava expects adjusted diluted EPS to be in the range of £1.91 to £1.92 per share.
This above guidance for Q4 Fiscal Year 2022 and the Full Fiscal Year 2022 assumes the exchange rates at the end of April (when the exchange rate was 1 British Pound to 1.26 US Dollar and 1.19 Euro).
| Q3 FY2022 |
|---|
Endava is not able, at this time, to provide an outlook for IFRS diluted EPS for Q4 FY2022 or FY2022 because of the unreasonable effort of estimating on a forward-looking basis certain items that are excluded from adjusted diluted EPS, including, for example, share-based compensation expense, amortisation of acquired intangible assets and foreign currency exchange (gains)/losses, the effect of which may be significant. Endava is also not able, at this time, to reconcile to an outlook for revenue growth not at constant currency because of the unreasonable effort of estimating foreign currency exchange (gains)/losses, the effect of which may be significant, on a forward-looking basis.
The guidance provided above is forward-looking in nature. Actual results may differ materially. See the cautionary note regarding “Forward-Looking Statements” below.
CONFERENCE CALL DETAILS:
The Company will host a conference call at 8:00 am EST today, May 12, 2022, to review its Q3 FY2022 results. To participate in Endava’s Q3 FY2022 earnings conference call, please dial in at least five minutes prior to the scheduled start time (888) 330-2391 or (240) 789-2702 for international participants, Conference ID 8763704.
Investors may listen to the call on Endava’s Investor Relations website at http://investors.Endava.com. The webcast will be recorded and available for replay until Friday, May 27, 2022.
| Q3 FY2022 |
|---|
ABOUT ENDAVA PLC:
Endava is reimagining the relationship between people and technology. By leveraging next-generation technologies, our agile, multi-disciplinary teams provide a combination of product & technology strategies, intelligent experiences, and world class engineering to help clients become digital, experience-driven businesses by assisting them in their journey from idea generation to development and deployment of products, platforms and solutions. Endava collaborates with its clients, seamlessly integrating with their teams, catalysing ideation and delivering robust solutions.
Endava services clients in Payments and Financial Services, TMT, Consumer Products, Retail, Mobility and Healthcare. As of March 31, 2022, 11,001 Endavans served clients from locations in Australia, North America, Singapore and Western Europe and delivery centres in Bosnia & Herzegovina, Bulgaria, Croatia, Moldova, North Macedonia, Poland, Romania, Serbia, Slovenia, Argentina, Colombia, Mexico, Uruguay and Venezuela.
NON-IFRS FINANCIAL INFORMATION:
To supplement Endava’s Consolidated Statements of Comprehensive Income, Consolidated Balance Sheets and Consolidated Statements of Cash Flow presented in accordance with IFRS, the Company uses non-IFRS measures of certain components of financial performance. These measures include: revenue growth rate at constant currency, revenue growth at constant currency adjusted for the sale of Endava Technology SRL, also referred to as “the Worldpay Captive” to Worldpay on August 31, 2019, adjusted profit before tax, adjusted profit for the period, adjusted diluted EPS and adjusted free cash flow.
Revenue growth rate at constant currency is calculated by translating revenue from entities reporting in foreign currencies into British Pounds using the comparable foreign currency exchange rates from the prior period. For example, the average rates in effect for the fiscal quarter ended March 31, 2021 were used to convert revenue for the fiscal quarter ended March 31, 2022 and the revenue for the comparable prior period.
Revenue growth at constant currency adjusted for the sale of the Worldpay Captive is revenue growth at constant currency adjusted to exclude the impact of the sale of the Worldpay Captive.
| Q3 FY2022 |
|---|
Adjusted profit before tax ("Adjusted PBT") is defined as the Company’s profit before tax adjusted to exclude the impact of share-based compensation expense, amortisation of acquired intangible assets and, realised and unrealised foreign currency exchange (gains)/losses, all of which are non-cash items. Adjusted PBT margin is Adjusted PBT as a percentage of total revenue.
Adjusted profit for the period is defined as Adjusted PBT together with the tax impact of these adjustments.
Adjusted diluted EPS is defined as Adjusted profit for the period, divided by weighted average number of shares outstanding - diluted.
Adjusted free cash flow is the Company’s net cash from operating activities, plus grants received, less net purchases of non-current assets (tangible and intangible).
Management believes these measures help illustrate underlying trends in the Company's business and uses the measures to establish budgets and operational goals, communicated internally and externally, for managing the Company's business and evaluating its performance. Management also believes the presentation of its non-IFRS financial measures enhances an investor’s overall understanding of the Company’s historical financial performance. The presentation of the Company’s non-IFRS financial measures is not meant to be considered in isolation or as a substitute for the Company’s financial results prepared in accordance with IFRS, and its non-IFRS measures may be different from non-IFRS measures used by other companies. Investors should review the reconciliation of the Company’s non-IFRS financial measures to the comparable IFRS financial measures included below, and not rely on any single financial measure to evaluate the Company’s business.
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of terms and phrases such as “believe,” “expect,” "outlook," “may,” “will”, and other similar terms and phrases. Such forward-looking statements include, but are not limited to, the statements regarding Endava’s projected financial performance for the fourth fiscal quarter of fiscal year 2022 and the full fiscal year 2022. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially
| Q3 FY2022 |
|---|
from the results anticipated by these forward-looking statements, including, but not limited to: Endava’s business, results of operations and financial condition may be negatively impacted by the COVID-19 pandemic and the Russia-Ukraine crisis or if general economic conditions in Europe, the United States or the global economy worsen; Endava’s ability to manage its rapid growth or achieve anticipated growth; Endava’s ability to retain existing clients and attract new clients, including its ability to increase revenue from existing clients and diversify its revenue concentration; Endava’s ability to attract and retain highly-skilled IT professionals at cost-effective rates; Endava's ability to penetrate new industry verticals and geographies and grow its revenue in current industry verticals and geographies; Endava’s ability to maintain favourable pricing and utilisation rates; Endava’s ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel; the effects of increased competition as well as innovations by new and existing competitors in its market; Endava’s ability to adapt to technological change and innovate solutions for its clients; Endava’s ability to collect on billed and unbilled receivables from clients; Endava’s ability to effectively manage its international operations, including Endava's exposure to foreign currency exchange rate fluctuations; Endava’s ability to remediate the identified material weaknesses and maintain an effective system of disclosure controls and internal control over financial reporting, and Endava’s future financial performance, including trends in revenue, cost of sales, gross profit, selling, general and administrative expenses, finance income and expense and taxes, as well as other risks and uncertainties discussed in the “Risk Factors” section of our Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on September 28, 2021, as updated in Exhibit 99.2 to our Current Report on Form 6-K with the SEC on March 30, 2022. In addition, the forward-looking statements included in this press release represent Endava’s views and expectations as of the date hereof and are based on information currently available to Endava. Endava anticipates that subsequent events and developments may cause its views to change. Endava specifically disclaims any obligation to update the forward-looking statements in this press release except as required by law. These forward-looking statements should not be relied upon as representing Endava’s views as of any date subsequent to the date hereof.
INVESTOR CONTACT:
Endava Plc
Laurence Madsen, Investor Relations Manager
Investors@endava.com
| Q3 FY2022 |
|---|
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021(1) | 2022 | 2021(1) | |
| £’000 | £’000 | £’000 | £’000 | |
| REVENUE | 474,353 | 312,676 | 169,220 | 112,311 |
| Cost of sales | ||||
| Direct cost of sales | (297,384) | (189,655) | (108,092) | (69,176) |
| Allocated cost of sales | (16,797) | (14,533) | (5,707) | (4,621) |
| Total cost of sales | (314,181) | (204,188) | (113,799) | (73,797) |
| GROSS PROFIT | 160,172 | 108,488 | 55,421 | 38,514 |
| Selling, general and administrative expenses | (89,613) | (63,416) | (29,989) | (21,801) |
| Net impairment losses on financial assets | (1,826) | (1,321) | (14) | 1,325 |
| OPERATING PROFIT | 68,733 | 43,751 | 25,418 | 18,038 |
| Net Finance income / (expense) | 1,155 | (7,921) | 472 | (1,541) |
| PROFIT BEFORE TAX | 69,888 | 35,830 | 25,890 | 16,497 |
| Tax on profit on ordinary activities | (13,834) | (8,337) | (5,787) | (3,511) |
| PROFIT FOR THE PERIOD | 56,054 | 27,493 | 20,103 | 12,986 |
| OTHER COMPREHENSIVE INCOME | ||||
| Items that may be reclassified subsequently to profit or loss: | ||||
| Exchange differences on translating foreign operations | 1,187 | (9,512) | 2,715 | (6,021) |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT | 57,241 | 17,981 | 22,818 | 6,965 |
| EARNINGS PER SHARE (EPS): | ||||
| Weighted average number of shares outstanding - Basic | 56,135,980 | 55,081,386 | 56,585,768 | 55,581,888 |
| Weighted average number of shares outstanding - Diluted | 57,945,549 | 56,749,298 | 57,999,337 | 57,203,008 |
| Basic EPS (£) | 1.00 | 0.50 | 0.36 | 0.23 |
| Diluted EPS (£) | 0.97 | 0.48 | 0.35 | 0.23 |
| Q3 FY2022 | ||||
| --- |
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, 2022 | June 30, 2021(2) | March 31, 2021(3) | |
|---|---|---|---|
| £’000 | £’000 | £’000 | |
| ASSETS - NON-CURRENT | |||
| Goodwill | 141,621 | 126,142 | 119,135 |
| Intangible assets | 60,879 | 67,882 | 33,298 |
| Property, plant and equipment | 18,677 | 13,324 | 11,590 |
| Lease right-of-use assets | 50,780 | 57,193 | 41,927 |
| Deferred tax assets | 17,936 | 18,674 | 12,970 |
| Financial assets | 189 | 363 | 529 |
| TOTAL | 290,082 | 283,578 | 219,449 |
| ASSETS - CURRENT | |||
| Trade and other receivables | 159,197 | 118,303 | 109,104 |
| Corporation tax receivable | 1,636 | 938 | 1,463 |
| Financial assets | 318 | 563 | 559 |
| Cash and cash equivalents | 120,407 | 69,884 | 78,836 |
| TOTAL | 281,558 | 189,688 | 189,962 |
| TOTAL ASSETS | 571,640 | 473,266 | 409,411 |
| LIABILITIES - CURRENT | |||
| Lease liabilities | 11,779 | 13,543 | 12,170 |
| Trade and other payables | 88,868 | 78,528 | 65,273 |
| Corporation tax payable | 4,333 | 4,294 | 3,524 |
| Contingent consideration | 4,014 | 5,718 | 1,082 |
| Deferred consideration | 6,987 | 673 | 2,742 |
| TOTAL | 115,981 | 102,756 | 84,791 |
| LIABILITIES - NON CURRENT | |||
| Lease liabilities | 44,036 | 50,142 | 34,561 |
| Contingent consideration | 3,995 | — | 1,794 |
| Deferred tax liabilities | 8,437 | 10,124 | 5,263 |
| Deferred consideration | 3,992 | 9,370 | 7,501 |
| Other liabilities | 191 | 205 | 153 |
| TOTAL | 60,651 | 69,841 | 49,272 |
| EQUITY | |||
| Share capital | 1,134 | 1,114 | 1,114 |
| Share premium | 7,605 | 247 | 230 |
| Merger relief reserve | 30,003 | 30,003 | 30,003 |
| Retained earnings | 367,328 | 283,059 | 257,485 |
| Other reserves | (10,907) | (13,599) | (13,329) |
| Investment in own shares | (155) | (155) | (155) |
| TOTAL | 395,008 | 300,669 | 275,348 |
| TOTAL LIABILITIES AND EQUITY | 571,640 | 473,266 | 409,411 |
| Q3 FY2022 | |||
| --- |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| £’000 | £’000 | £’000 | £’000 | |
| OPERATING ACTIVITIES | ||||
| Profit for the period | 56,054 | 27,493 | 20,103 | 12,986 |
| Income tax charge | 13,834 | 8,337 | 5,787 | 3,511 |
| Non-cash adjustments | 46,228 | 39,088 | 13,258 | 11,602 |
| Tax paid | (9,187) | (788) | (3,486) | (140) |
| UK research and development credit received | — | 2,930 | — | 1,619 |
| Net changes in working capital | (33,322) | (23,626) | (16,926) | (18,027) |
| Net cash from operating activities | 73,607 | 53,434 | 18,736 | 11,551 |
| INVESTING ACTIVITIES | ||||
| Purchase of non-current assets (tangibles and intangibles) | (10,195) | (3,752) | (2,797) | (1,408) |
| Proceeds from disposal of non-current assets | 241 | 150 | 70 | 42 |
| Acquisition of subsidiaries, consideration in cash | (10,711) | (65,942) | (10,100) | (13,810) |
| Cash and cash equivalents acquired with subsidiaries | 576 | 2,722 | 576 | 1,119 |
| Interest received | 65 | 76 | 45 | 23 |
| Net cash used in investing activities | (20,024) | (66,746) | (12,206) | (14,034) |
| FINANCING ACTIVITIES | ||||
| Proceeds from sublease | 418 | 424 | 141 | 135 |
| Repayment of lease liabilities | (10,468) | (8,442) | (3,345) | (2,696) |
| Interest paid | (695) | (674) | (220) | (230) |
| Grant received | 90 | 267 | 47 | 47 |
| Issue of shares | 7,366 | 9 | 3,067 | — |
| Net cash from financing activities | (3,289) | (8,416) | (310) | (2,744) |
| Net change in cash and cash equivalents | 50,294 | (21,728) | 6,220 | (5,227) |
| Cash and cash equivalents at the beginning of the period | 69,884 | 101,327 | 114,176 | 84,221 |
| Exchange differences on cash and cash equivalents | 229 | (763) | 11 | (158) |
| Cash and cash equivalents at the end of the period | 120,407 | 78,836 | 120,407 | 78,836 |
| Q3 FY2022 | ||||
| --- |
RECONCILIATION OF IFRS FINANCIAL MEASURES TO NON-IFRS FINANCIAL MEASURES
RECONCILIATION OF REVENUE GROWTH RATE AS REPORTED UNDER IFRS TO REVENUE GROWTH RATE AT CONSTANT CURRENCY:
| Nine Months ended March 31 | Three Months ended March 31 | |||||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||
| REVENUE GROWTH RATE AS REPORTED UNDER IFRS | 51.7 | % | 20.0 | % | 50.7 | % | 21.8 | % |
| Foreign exchange rates impact | 3.1 | % | 0.9 | % | 0.2 | % | 2.0 | % |
| REVENUE GROWTH RATE AT CONSTANT CURRENCY INCLUDING WORLDPAY CAPTIVE | 54.8 | % | 20.9 | % | 50.9 | % | 23.8 | % |
| Impact of Worldpay Captive | — | 1.0 | % | — | — | |||
| PRO-FORMA REVENUE GROWTH RATE AT CONSTANT CURRENCY ADJUSTED FOR THE SALE OF THE WORLDPAY CAPTIVE | 54.8 | % | 21.9 | % | 50.9 | % | 23.8 | % |
RECONCILIATION OF ADJUSTED PROFIT BEFORE TAX AND ADJUSTED PROFIT FOR THE PERIOD:
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| £’000 | £’000 | £’000 | £’000 | |
| PROFIT BEFORE TAX | 69,888 | 35,830 | 25,890 | 16,497 |
| Adjustments: | ||||
| Share-based compensation expense | 27,542 | 17,518 | 6,626 | 5,622 |
| Amortisation of acquired intangible assets | 7,746 | 3,345 | 2,805 | 1,065 |
| Foreign currency exchange (gains) / losses, net | (3,159) | 6,031 | (1,099) | 727 |
| Total adjustments | 32,129 | 26,894 | 8,332 | 7,414 |
| ADJUSTED PROFIT BEFORE TAX | 102,017 | 62,724 | 34,222 | 23,911 |
| PROFIT FOR THE PERIOD | 56,054 | 27,493 | 20,103 | 12,986 |
| Adjustments: | ||||
| Adjustments to profit before tax | 32,129 | 26,894 | 8,332 | 7,414 |
| Tax impact of adjustments | (5,485) | (4,083) | (508) | (1,117) |
| ADJUSTED PROFIT FOR THE PERIOD | 82,698 | 50,304 | 27,927 | 19,283 |
| Diluted EPS (£) | 0.97 | 0.48 | 0.35 | 0.23 |
| Adjusted diluted EPS (£) | 1.43 | 0.89 | 0.48 | 0.34 |
| Q3 FY2022 | ||||
| --- |
RECONCILIATION OF NET CASH FROM OPERATING ACTIVITIES TO ADJUSTED FREE CASH FLOW
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| £’000 | £’000 | £’000 | £’000 | |
| Net cash from operating activities | 73,607 | 53,434 | 18,736 | 11,551 |
| Adjustments: | ||||
| Grant received | 90 | 267 | 47 | 47 |
| Purchases of non-current assets (tangibles and intangibles) | (9,954) | (3,602) | (2,727) | (1,366) |
| Adjusted Free cash flow | 63,743 | 50,099 | 16,056 | 10,232 |
| Q3 FY2022 | ||||
| --- |
SUPPLEMENTARY INFORMATION
SHARE-BASED COMPENSATION EXPENSE
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| £’000 | £’000 | £’000 | £’000 | |
| Direct cost of sales | 17,020 | 10,513 | 4,345 | 3,449 |
| Selling, general and administrative expenses | 10,522 | 7,005 | 2,281 | 2,173 |
| Total | 27,542 | 17,518 | 6,626 | 5,622 |
DEPRECIATION AND AMORTISATION
| Nine Months Ended March 31 | Three Months Ended March 31 | |||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| £’000 | £’000 | £’000 | £’000 | |
| Direct cost of sales | 12,171 | 11,341 | 4,147 | 3,478 |
| Selling, general and administrative expenses | 9,554 | 5,147 | 3,392 | 1,579 |
| Total | 21,725 | 16,488 | 7,539 | 5,057 |
EMPLOYEES, TOP 10 CUSTOMERS AND REVENUE SPLIT
| Six Months Ended December 31 | Nine Months Ended March 31 | Three Months Ended March 31 | ||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Closing number of total employees (including directors) | 11,001 | 8,127 | 11,001 | 8,127 |
| Average operational employees | 9,167 | 6,634 | 9,851 | 7,068 |
| Top 10 customers % | 35% | 37% | 35% | 36% |
| Number of clients with > £1m of revenue<br>(rolling 12 months) | 118 | 81 | 118 | 81 |
| Geographic split of revenue % | ||||
| North America | 35% | 29% | 33% | 29% |
| Europe | 21% | 26% | 21% | 25% |
| UK | 41% | 42% | 43% | 43% |
| Rest of World (RoW) | 3% | 3% | 3% | 3% |
| Industry vertical split of revenue % | ||||
| Payments and Financial Services | 51% | 50% | 51% | 53% |
| TMT | 25% | 28% | 25% | 27% |
| Other | 24% | 22% | 24% | 20% |
| Q3 FY2022 | ||||
| --- |
FOOTNOTES
(1) The presentation of the income statement has been changed to separately disclose the net impairment losses on financial assets on the face of the Consolidated Statement of Comprehensive Income (refer to Note 3C of our Annual Report on Form 20-F for the fiscal year ended June 30, 2021 for details).
(2) The Condensed Consolidated Balance Sheet as of 30 June 2021 has been revised to include the impact to the provisional amounts recognised related to the acquisition of Five and Levvel, as the acquisition accounting was finalised during the measurement period.
(3) The Condensed Consolidated Balance Sheet as of 31 March 2021 has been revised to include the impact to the provisional amounts recognised related to the acquisition of Five, as the acquisition accounting was finalised during the measurement period.
14
ir_q3fy22x05may22
Q3 FY2022 INVESTOR PRESENTATION
2 This presentation includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this presentation, other than statements of historical facts, are forward-looking statements. The words “believe,” “estimate,” “expect,” “may,” “will” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements include, but are not limited to, the statements regarding our business strategy and our plans and objectives for future operations, our addressable market, potential technological disruptions, and client demand for our services. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements, including, but not limited to: our business, results of operations and financial condition may be negatively impacted by the COVID-19 pandemic and the conflict between Russia and Ukraine or if general economic conditions in Europe, the United States or the global economy worsen; our ability to manage our rapid growth or achieve anticipated growth; our ability to retain existing clients and attract new clients, including our ability to increase revenue from existing clients and diversify our revenue concentration; our ability to attract and retain highly-skilled IT professionals at cost-effective rates; our ability to penetrate new industry verticals and geographies and grow our revenue in current industry verticals and geographies; our ability to maintain favourable pricing and utilisation rates; our ability to successfully identify acquisition targets, consummate acquisitions and successfully integrate acquired businesses and personnel; the effects of increased competition as well as innovations by new and existing competitors in our market; our ability to adapt to technological change and innovate solutions for our clients; our ability to collect on billed and unbilled receivables from clients; our ability to effectively manage our international operations, including our exposure to foreign currency exchange rate fluctuations; our ability to remediate the identified material weaknesses and maintain an effective system of disclosure controls and internal control over financial reporting and our future financial performance, including trends in revenue, cost of sales, gross profit, selling, general and administrative expenses, finance income and expense and taxes, as well as other risks and uncertainties discussed in the “Risk Factors” section of our Annual Report on Form 20-F filed with the Securities and Exchange Commission (the “SEC”) on September 28, 2021, as updated in Exhibit 99.2 to our Current Report on Form 6-K filed with the SEC on March 30, 2022. Except as required by law, we assume no duty to update any of these forward-looking statements after the date of this presentation to conform these statements to actual results or revised expectations. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this presentation. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements contained in this presentation. This presentation also contains estimates and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Neither we nor any other person makes any representation as to the accuracy or completeness of such data or undertakes any obligation to update such data after the date of this presentation. In addition, projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk. By attending or receiving this presentation you acknowledge that you will be solely responsible for your own assessment of the market and our market position and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of our business. This presentation includes non-IFRS financial measures which have certain limitations and should not be considered in isolation, or as alternatives to or substitutes for, financial measures determined in accordance with IFRS. The non-IFRS measures as defined by us may not be comparable to similar non-IFRS measures presented by other companies. Our presentation of such measures, which may include adjustments to exclude unusual or non-recurring items, should not be construed as an inference that our future results will be unaffected by these or other unusual or non-recurring items. See the IFRS to Non-IFRS Reconciliation section for a reconciliation of these non-IFRS financial measures to the most directly comparable IFRS financial measures. Disclaimer
REIMAGINING THE RELATIONSHIP BETWEEN PEOPLE & TECHNOLOGY 3
We accelerate our clients’ ability to take advantage of new business models and market opportunities by ideating and delivering dynamic platforms and intelligent digital experiences that are designed to fuel rapid, ongoing transformation of their businesses. By leveraging next-generation technologies, our agile, multi-disciplinary teams provide a combination of Product & Technology Strategies, Intelligent Experiences, and World Class Engineering to help our clients become more engaging, responsive, and efficient. REIMAGINING THE RELATIONSHIP BETWEEN PEOPLE & TECHNOLOGY 4
5 1 Opportunity & Approach Q3 FY2022
6 WE ARE A LEADING NEXT-GEN TECHNOLOGY SERVICES PROVIDER AND HELP ACCELERATE DISRUPTION BY DELIVERING RAPID EVOLUTION TO ENTERPRISES. OUR PEOPLE SYNTHESIZE CREATIVITY, TECHNOLOGY, AND DELIVERY AT SCALE IN MULTI-DISCIPLINARY TEAMS, ENABLING US TO SUPPORT OUR CLIENTS FROM IDEATION TO PRODUCTION. FROM PROOF OF CONCEPT, TO PROTOTYPE, TO PRODUCTION, WE USE OUR ENGINEERING EXPERTISE TO DELIVER ENTERPRISE PRODUCTS AND PLATFORMS CAPABLE OF HANDLING MILLIONS OF TRANSACTIONS PER DAY. IN THIS NEW REALITY, WE’LL BUILD THE EXPERIENCES, TECHNICAL SCAFFOLDING, AND INFRASTRUCTURE DESIGNED TO ENABLE AN ENTIRELY NEW SET OF INTERACTIONS BETWEEN PEOPLE AND TECHNOLOGY. We enable change AS A RESULT OF THE RAPID SOCIAL CHANGES THE WORLD HAS BEEN FORCED TO ADAPT OVER THE LAST TWO YEARS, BUSINESSES HAVE HAD TO SWIFTLY EVOLVE TO ENSURE THEY COULD CONTINUE TO OPERATE, WHILE MEETING A VERY DIFFERENT SET OF CUSTOMER EXPECTATIONS. IN THIS NEW REALITY, AN ORGANISATION’S ABILITY TO OPERATE PRIMARILY IN A DIGITAL LANDSCAPE MAY DICTATE ITS ABILITY TO BOTH SURVIVE AND SUCCEED. WE BELIEVE, MOVING FORWARD, TRUE DIGITAL TRANSFORMATION AND THE ESTABLISHMENT OF A FLEXIBLE BUSINESS MODEL WILL BECOME MISSION CRITICAL FOR BUSINESSES. The new reality
LARGE AND FAST GROWING MARKET OPPORTUNITY DELIVER RAPID EVOLUTION BY COMBINING NEXT-GEN TECHNOLOGIES WITH DEEP INDUSTRY EXPERTISE STRONG GROWTH AND FINANCIAL PERFORMANCE IDEATION TO PRODUCTION CAPABILITIES, DISTRIBUTED AGILE AT SCALE, DOMAIN EXPERTISE AND NEAR-SHORE DELIVERY FOUNDER-LED, EXPERIENCED MANAGEMENT TEAM WITH STRONG CULTURE 7
8 TRADITIONAL IT SERVICES BUS. & TECH CONSULTANTS ENGINEERING ENTERPRISE AGILE AUTOMATION NEXT-GEN TECH STRATEGY USER EXPERIENCE DIGITAL AGENCIES
We serve a large addressable market. * IDC’s Future Scape: Worldwide Digital Transformation 2021 Predictions 2020 $6.8T 2023 15.5% CAGR FOR DIGITAL TRANSFORMATION INVESTMENTS 9
10 ENDAVANS BY GEOGRAPHY FY19 FY20 FY21 Q3FY21 Q3FY22 Western Europe 254 448 493 470 594 Central Europe - EU Countries 3,062 3,368 4,469 4,184 5,549 3,316 3,816 4,962 4,654 6,143 Central Europe - Non-EU Countries 1,583 1,810 2,361 2,282 2,719 Latin America 780 895 1,244 1,082 1,786 North America 75 103 311 105 347 APAC 5 4 6 5,754 6,624 8,883 8,127 11,001 Our people are at the heart of who we are and drive our success as a business. We enable Endavans to be the best they can be, through our positive working experience ensuring everyone feels respected, included, and connected to our culture. 11,001 GLOBAL EMPLOYEES AS OF MAR 31, 2022 35.4% EMPLOYEE GROWTH Q3FY22 VS Q3FY21 36% WOMEN IN TOTAL STAFF AS OF MAR 31, 2022 16%3% 25% 56% EUROPEAN UNION EUROPE NON-EU NORTH AMERICA LATIN AMERICA APAC Q3FY22 ENDAVANS BY REGION 0.1%
11 CLOSE TO CLIENT Australia Austria Canada Denmark Germany Ireland Netherlands Singapore
Switzerland United Kingdom United States NEARSHORE DELIVERY European Union:
Bulgaria, Croatia, Poland, Romania and Slovenia
Central European:
Bosnia & Herzegovina, Moldova, North Macedonia and Serbia
Latin America:
Argentina, Colombia, Mexico, Uruguay and Venezuela
55 cities
25 countries
HISTORY OF ENDAVA 11,001 FOUNDED IN COMPUDAVA ALPHEUS NICKELFISH PS TECH ISDC EXPAND TO CE VELOCITY PARTNERSCONCISE UK IT CONSULTANCY 60 240 1,000 2000 2022 EXPAND TO USA EXPAND TO LATAM IPO NYSE JULY 2018 MOLDOVA NEARSHORE DELIVERY GERMANY CONSULTING BUSINESS USA DIGITAL, UX & STRATEGY FIRM USA & LATAM NA SALES & LATAM DELIVERY SERBIA AGILE DELIVERY NETHERLANDS & CE AGILE DELIVERY 2,000 BAIN PARTNERSHIP ANNOUNCED HEADCOUNT Q3 FY22 INTUITUS UK IT CONSULTANCY PRIVATE EQUITY EXOZET GERMANY DIGITAL AGENCY 12 COMTRADE DIGITAL SERVICES ADRIATIC REGION SOFTWARE ENGINEERING SERVICES FIVE USA, CROATIA DIGITAL AGENCY LEVVEL USA TECH STRATEGY CONSULTING & ENGINEERING 5,000
13 WE CREATE VALUE THROUGH THE DELIVERY OF
14 BUSINESS ANALYSIS DATA & ANALYTICS DIGITAL PRODUCT STRATEGY PE DIGITAL & IT ADVISORY PROGRAMME MANAGEMENT TECHNOLOGY STRATEGY AUTOMATED TESTING. CLOUD NATIVE SOFTWARE ENG. CONTINUOUS DELIVERY . DISTRIBUTED AGILE DELIVERY INTELLIGENT AUTOMATION SECURE DEVELOPMENT AGILE APPLICATIONS MGMT CLOUD INFRASTRUCTURE DEVSECOPS SERVICE DELIVERY SMART DESK TELEMETRY & MONITORING ARCHITECTURE EXTENDED REALITY MACHINE LEARNING & AI PRODUCT DESIGN USER EXPERIENCE DESIGN VISUAL DESIGN
15 TODAY TIME TECHNOLOGY DISRUPTION WAVES & CONVERGENCE MOBILITY PAYMENTS RETAIL / CPG CAPITAL MARKETS HEALTHTECH INSURANCE
RO I O PP OR TU NI TY 2016 2017 2018 2019 2020 2021 16 DOMAIN EXPERTISE: PAYMENTS PROTOTYPING PAYMENTS PLATFORMS ROBOTIC AUTOMATION REAL OMNI-CHANNEL CUSTOMER CENTRIC UX FINANCIAL INCLUSION CHATBOTS MICRO MERCHANTS & NANO PAYMENTS SCHEMELESS BIOMETRIC IN APP P2P BLOCKCHAIN CRYPTOCURRENCY PSD2 OPEN APIs MESSAGE APPS FRICTIONLESS PAYMENTS SMART POS SYSTEMS AR 2022 OPEN BANKING EMBEDDED FINANCE CLOSED LOOP PAYMENT ECOSYSTEM VERTICALLY-INTEGRATED PAYMENTS REAL TIME PAYMENTS PAAS CRYPTO WALLETS CROSS BORDER PAYMENTS BNPL
17 AS WE STRIVE TO BE THE ASPIRATIONAL BRAND FOR IT PROFESSIONALS IN THE REGIONS IN WHICH WE OPERATE, WE ATTRACT HIGH QUALITY TALENT. TO SUPPORT THIS GROWTH, WE NEED LEADERSHIP AND HAVE DEVELOPED THE ‘PASS IT ON’ INITIATIVE WHICH DRIVES LOYALTY AND LOWERS ATTRITION. WE USE TUCK-IN ACQUISITIONS TO ACCELERATE OUR GROWTH STRATEGY - TO EITHER ESTABLISH OURSELVES IN A NEW GEO OR TO ESTABLISH A NEW AREA OF EXPERTISE AND MARKET GROWTH. BRAND CULTURE M&A Scalability
18 ENDAVA’S FIVE KEY SUSTAINABILITY FOCUS AREAS
19 KEY SUSTAINABILITY COMMITMENTS OUR PEOPLE SOCIAL IMPACT OPERATING RESPONSIBILITY INNOVATION & DATA INTEGRITY ENVIRONMENTAL IMPACT We enable our people to be the best they can be by fostering an inclusive culture, providing career and progression opportunities, and supporting their wellbeing. We follow sound environmental practices to lower our energy footprint, reduce waste, choose greener infrastructures and equipment, and promote environmentally friendly ways of working. We help our clients to accelerate industry transformation by reimagining the relationship between people and technology, while safeguarding our clients’ privacy and protecting the assets entrusted to us according to industry standards. We contribute to the societies we are part of, and more broadly the Technology & Services industry, through community and fundraising activities in the areas of Education, Health and the Environment. We apply the highest standards of business conduct and ethics to work situations and strive to make the right decisions that benefit our people, inventors, customers, suppliers and society.
20 2 Financials Q3 FY2022
21 MASTER SERVICE AGREEMENTS WITH CLIENTS PRIMARILY T&M BASED PRICING LONG-TERM CLIENT RELATIONSHIPS STRONG REVENUE GROWTH HEALTHY MARGINS LOW CAPEX REQUIREMENTS POSITIVE ADJUSTED FREE CASH FLOW Financial Highlights
22 STRONG REVENUE GROWTH FY17 FY17 FY19 FY20 FY21 _ FY21 FY22 169.2 112.3 157.7 105.2 147.595.1446.3351.0287.9217.6159.4 CAGR 29.4% OVER LAST 5 YEARS, 88.5% OF REVENUE (ON AVERAGE) EACH FISCAL YEAR WAS GENERATED FROM CLIENTS IN THE PREVIOUS YEAR. FY17 JUNE 30 MAR 31 9M21 9M22FY18 FY19 +51.7% YOYRevenue (£m) FY20 FY21 Q1 Q2 474.4 312.6 Q3
19.2% 9M Q2 Q1 23 FY17 FY18 FY19 FY20 FY21 _ FY21 FY22 25.9 16.5 19.1 10.6 24.98.754.425.330.124.621.7 ROBUST PROFITABILITY FY17 FY18 FY19 FY20 FY21 _ FY21 FY22 34.2 23.9 33.0 20.6 34.818.292.168.651.933.525.2 15.8% 19.2% 23.6%MARGIN FY17 FY18 15.4%11.5% FY17 JUNE 30MAR 31 9M21 9M22FY18 FY19 FY19 18.0% MAR 31 9M21 9M22 14.7% * See page 29 for reconciliation of IFRS to Non-IFRS metrics CAGR 38% Adjusted Profit Before Tax (£m)*Profit Before Tax (£m) 13.6%MARGIN 11.3% 10.5% FY20 7.2% FY20 19.5% FY21 12.2% 20.6% FY21 18.5 JUNE 30 69.9 35.8 Q1 Q2 10.1% 12.1% 9.2% 16.9% 102.0 62.7 20 1 21.5 19.6% 20.9% 23.6% 9M Q2 Q1 Q1 Q2 Q3 Q314.7% 15.3% Q3 21.3% 20.2% Q3
MAR 31MAR 31 DEEP CLIENT RELATIONSHIPS FY17 FY19 FY21 Q3FY21 118818565634634 FY17 FY18 FY19 FY20 FY21 9M21 9M22 Q3FY21 Q3FY22 35%36%35%37%35%38%38%42%49% TOP TEN FY17 JUNE 30 FY17 JUNE 30 FY18 FY18Q3FY22FY19 FY19 24* Calculated on a 12 month rolling basis. Top Client Revenue % No. of Clients / Revenue > £1m* FY20 FY20 Q3FY21 Q3FY22Q3FY21FY21 FY219M21 9M22 MAR 31
MAR 31MAR 31 25 INCREASING NUMBER & SPEND OF CLIENTS FY17 FY19 FY21 Q3FY21 717567615416275258188 FY17 FY19 FY21 9M21 Q3FY22 303241686565697647699597504 0 4118 8235 12353 16470 FY17 FY19 FY21 9M21 Q3FY22 5,8404,05016,47011,53015,59013,38010,8709,0407,820 FY17 JUNE 30 FY18 FY19 FY20 Total No. of Clients Average Spend: TOP TEN CLIENTS (£000s) Average Spend: REMAINING CLIENTS (£000s) FY17 JUNE 30 FY18 FY19 Q3FY21 Q3FY22 MAR 31 FY20 FY17 JUNE 30 FY18 FY19 FY20FY21 FY21 Q3FY21 Q3FY22FY219M21 9M22 MAR 31 Q3FY21 Q3FY22 9M21 9M22 MAR 31
DIVERSE REVENUE BASE: GEOGRAPHY & INDUSTRY VERTICALS 24% 25% 51% PAYMENTS AND FINANCIAL SERVICES TECHNOLOGY, MEDIA & TELECOMMUNICATIONS OTHER REVENUE % BY VERTICAL Q3 FY22 FY17 FY18 FY19 FY20 FY21 _ Q3FY21 Q3FY22 3%3%30%30% 33% 29%31%29% 27% 21% 16% 21%25%24%24%28%34% 34% 43%43%42%44%45%45%50% UK EUROPE N.AMERICA RoW * FY17 JUNE 30 MAR 31 Q3FY21 Q3FY22FY18 FY19 26 * Other includes consumer products,
healthcare, mobility and retail verticals Revenue by Region 3% FY20 FY21 3% 3%3%
9M Q2 Q1 1.6% 2.4% LOW CAPEX & POSITIVE ADJUSTED FCF 0.00 20.75 41.50 62.25 83.00 FY17 FY18 FY19 FY20 FY21 _ FY21 FY22 16.1 10.2 31.2 18.7 16.521.282.731.529.828.711.2 FY17 FY19 FY21 FY21 2.7 1.4 3.8 1.7 3.50.65.99.77.35.46.5 FY17 9M21 9M22FY18 % OF REVENUE 7.0% 16.0% 13.4% FY17 JUNE 30 FY18 13.2%4.1% 1.2% 2.1%2.5% JUNE 30 MAR 31 FY19 2.5% FY19 10.4% 27* See page 29 for reconciliation of IFRS to Non-IFRS metrics Capital Expenditures (£m) Adjusted Free Cash Flow (£m)* FY20 2.8% FY20 9.0% MAR 31 9M21 9M22FY21 1.3% FY21 18.5% Q1 Q2 10.0 3.7 0.6% 2.3% 9M Q2 Q1 Q1 Q2 63.8 50.1 17.7% 19.8% 22.3% 11.2% % OF REVENUE Q3 1.2% 1.6% Q3 Q3 Q39.1% 9.5%
3 Appendix Q3 FY2022 28
29 IFRS TO NON-IFRS RECONCILIATION 5HFRQFLOLDWLRQRI5HYHQXH*URZWKDW&RQVWDQW&XUUHQF\WR5HYHQXH*URZWKDV5HSRUWHGXQGHU,)56 5HYHQXH*URZWKDV5HSRUWHGXQGHU,)56 )RUHLJQH[FKDQJHUDWHVLPSDFW 5HYHQXH*URZWKDW&RQVWDQW&XUUHQF\,QFOXGLQJ:RUOGSD\&DSWLYH ,PSDFWRI:RUOGSD\&DSWLYH 3URIRUPD5HYHQXH*URZWK5DWHDW&RQVWDQW&XUUHQF\([FOXGLQJ:RUOGSD\&DSWLYH 5HFRQFLOLDWLRQRI$GMXVWHG3URILW%HIRUH7D[DQG$GMXVWHG3URILWIRUWKH3HULRG …LQV 3URILWEHIRUH7D[ $GMXVWPHQWV 6KDUHEDVHGFRPSHQVDWLRQH[SHQVH 'LVFUHWLRQDU\(%7ERQXV $PRUWL]DWLRQRIDFTXLUHGLQWDQJLEOHDVVHWV )RUHLJQFXUUHQF\H[FKDQJH JDLQV ORVVHVQHW ,QLWLDOSXEOLFRIIHULQJH[SHQVVHVLQFXUUHG 6HFRQGDU\RIIHULQJH[SHQVHVLQFXUUHG 6WDPSGXW\RQWUDQVIHURIVKDUHV 6DUEDQHV2[OH\FRPSOLDQFHUHDGLQHVVH[SHQVHVLQFXUUHG )DLUYDOXHPRYHPHQWRIFRQWLQJHQWFRQVLGHUDWLRQ 1HWJDLQRQGLVSRVDORIVXEVLGLDU\ 7RWDO$GMXVWPHQWV $GMXVWHG3URILW%HIRUH7D[ 0DUJLQ $GMXVWHG3URILW%HIRUH7D[DVDSHUFHQWDJHRI5HYHQXH 3URILWIRUWKH3HULRG $GMXVWPHQWV $GMXVWPHQWVWRSURILWEHIRUHWD[ 7D[LPSDFWRIDGMXVWPHQWV $GMXVWHG3URILWIRUWKH3HULRG 5HFRQFLOLDWLRQRI1HW&DVKIURP2SHUDWLQJ$FWLYLWLHVWR$GMXVWHG)UHH&DVK)ORZ 1HW&DVKIURP2SHUDWLQJ$FWLYLWLHV $GMXVWPHQWV *UDQWUHFHLYHG 1HWSXUFKDVHRIQRQFXUUHQWDVVHWV WDQJLEOHDQGLQWDQJLEOH $GMXVWHG)UHH&DVK)ORZ 0DUJLQ $GMXVWHG)UHH&DVK)ORZDVDSHUFHQWDJHRI5HYHQXH 6833/(0(17$/121,)56),1$1&,$/,1)250$7,21 7:(/9(0217+6(1'('-81( 1,1(0217+6(1'(' 0$5&+ 7+5((0217+6(1'(' 0$5&+
