UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 7, 2022
NortonLifeLock Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or other Jurisdiction |
000-17781 (Commission File Number) |
77-0181864 (IRS Employer |
60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 527-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | NLOK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On September 7, 2022, NortonLifeLock Inc. (the “Company”) announced that it intends to offer and sell $1,200,000,000 aggregate principal amount of Senior Notes (the “Notes”) in one or more series in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company is providing certain information with respect to Avast plc (“Avast”) and the Company’s previously announced proposed acquisition of Avast (the “Merger”).
The Notes are being offered only to persons reasonably believed to be “qualified institutional buyers,” as defined in and in accordance with Rule 144A under the Securities Act, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. Accordingly, the Notes and the related guarantees will not be registered under the Securities Act or the securities laws of any other jurisdiction and the Notes and the related guarantees may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
This Current Report is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
In connection with the Offering, the Company distributed certain information to potential investors that are included in this Current Report on Form 8-K: (i) Management’s Discussion and Analysis of Financial Condition and Results of Operations of Avast (Exhibit 99.1) and (ii) a lender presentation (Exhibit 99.2).
The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibits 99.1 and 99.2 hereto), is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Item 8.01. Other Events.
Included in this Current Report on Form 8-K are (i) risk factors relating to the business of Avast (Exhibit 99.3), (ii) unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Avast (the “pro forma financial information”), which includes the unaudited pro forma condensed combined statement of financial position as of July 1, 2022 and the unaudited pro forma condensed combined statement of comprehensive income for the year ended April 1, 2022 and the three months ended July 1, 2022, and the notes related thereto (Exhibit 99.4), (iii) the audited consolidated financial statements of Avast as of and for each of the years ended December 31, 2021 and 2020 and notes related thereto and the related reports of Ernst & Young LLP, Avast’s independent auditors (Exhibit 99.5) and (iv) the unaudited condensed consolidated financial statements of Avast as of and for each of the six months ended June 30, 2022 and 2021 and notes related thereto (Exhibit 99.6).
Also included in this Current Report on Form 8-K is the consent of Ernst & Young LLP consenting to the incorporation by reference in certain of the Company’s Registration Statements of its report included in Exhibit 99.5 (Exhibit 23.1).
The pro forma financial information included in Exhibit 99.4 is for informational purposes only and does not purport to indicate the results that actually would have been obtained had the combination of the Company and Avast been completed on the assumed dates or for the periods presented, or which may be realized in the future.
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Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include statements relating to the following: (i) the proposed Offering and the use of proceeds therefrom, (ii) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects of the Company and Avast (the “Combined Company”); (iii) business and management strategies and the expansion and growth of the operations of the Combined Company; (iv) the effects of government regulation on the business of the Combined Company and (v) the time frame and the expected benefits of the Merger to the Company, Avast and their respective customers, stockholders and investors, including expected growth, earnings accretion and cost savings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the possibility that the Merger will not be completed on a timely basis (including the timelines set forth in any announcement) or at all, whether due to the failure to satisfy the conditions of the Merger (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, the impact of requirements, if any, of any regulatory authorities in connection with obtaining governmental clearances for the Merger, general business and economic conditions globally, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorganization activities, interest rate and currency fluctuations, the inability of the Combined Company to realize successfully any anticipated synergy benefits when (and if) the Merger is implemented, the inability of the Combined Company to integrate successfully the Company’s and Avast’s operations when (and if) the Merger is implemented, fluctuations and volatility in the Company’s stock price, the ability of the Company to successfully execute strategic plans, the ability of the Company to maintain customer and partner relationships, the timing and market acceptance of new product releases and upgrades, matters arising out of the ongoing SEC investigation and the Combined Company incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the Merger when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of the Company’s most recent reports on Form 10-K and Form 10-Q, the contents of which are not incorporated by reference into, nor do they form part of, this Current Report on Form 8-K.
These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward-looking statements involve known and unknown risks, as well as uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Current Report on Form 8-K may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Current Report on Form 8-K are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Current Report on Form 8-K. All subsequent oral or written forward-looking statements attributable to the Company, Avast or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. The Company does not assume any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules.
Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
Avast’s audited consolidated financial statements as of and for each of the years ended December 31, 2021 and 2020 and notes related thereto and the related reports of Ernst & Young LLP, Avast’s independent auditors, are incorporated by reference as Exhibit 99.5.
Avast’s unaudited condensed consolidated financial statements as of and for each of the six months ended June 30, 2022 and 2021 and notes related thereto are incorporated by reference as Exhibit 99.6.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company giving effect to the acquisition of Avast, which includes the unaudited pro forma condensed combined statement of financial position as of July 1, 2022 and the unaudited pro forma condensed combined statement of comprehensive income for the year ended April 1, 2022 and the three months ended July 1, 2022, and the notes related thereto are incorporated by reference as Exhibit 99.4.
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(d) Exhibits
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SIGNATURE
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 hereunto duly authorized.
NortonLifeLock Inc. | ||
Date: September 7, 2022 | By: | /s/ Bryan Ko |
Bryan Ko Chief Legal Officer and Corporate Secretary |
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Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement Nos. 333-230163, 333-229511, 333-223734, 333-221341, 333-219714, 333-216132, 333-212847, 333-191889, 333-179268, 333-175783, 333-170326, 333-155266, 333-148107, 333-141986, 333-140252, 333-126403 and 333-119872 on Form S-8 and Registration Statement Nos. 333-238756, 333-127959, 333-127958, 333-77072, 033-82012 and 033-63513 on Form S-3 of NortonLifeLock Inc. of our report dated 24 February 2022, relating to the consolidated financial statements of Avast plc as of and for the years ended 31 December 2021 and 2020 appearing in this Current Report on Form 8-K of NortonLifeLock Inc.
/s/ Ernst & Young LLP
London, United Kingdom
7 September 2022
Exhibit 99.1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AVAST
Avast plc and its subsidiaries are referred to collectively as “Avast Group” in this section. The financial information and related discussion and analysis contained in this section are presented in U.S. dollars. The following discussion and analysis should be read in conjunction with Avast Group’s unaudited condensed consolidated financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and 2021, and audited consolidated financial statements for the years ended December 31, 2021 and 2020 and accompanying notes.
The following discussion is based on Avast Group’s financial information prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board. This discussion contains forward-looking statements and involves numerous risks and uncertainties. Avast Group’s actual results could differ materially from those contained in any forward-looking statements.
Overview
Avast Group is a leading global cybersecurity provider that is dedicated to keeping people safe and private online. Avast Group safeguards more than 435 million users1 worldwide, protecting their digital data, identity and privacy. with 1.8 billion attacks and over 89 million new files blocked each month on average in 2021. Avast Group offers security software under the Avast, AVG and CCleaner brands, in the form of both free and paid-for products. Avast Group has customers in the vast majority of countries in the world.
The majority of Avast Group’s revenues are derived from its consumer direct operations, which primarily involves up-selling paid antivirus software with advanced features to users of its free antivirus software, and cross-selling adjacent, non-antivirus paid products such as privacy enhancement and PC optimization tools.
As a leading global cybersecurity provider, Avast Group stands for a safe, open, and fair digital world for everyone, with a commitment to protect digital freedom for everyone and furthering digital rights.
Key performance indicators (“KPIs”)
Avast Group considers the following metrics to be the KPIs it uses to help evaluate growth trends, establish budgets and assess operational performance and efficiencies. In addition to Avast Group’s results determined in accordance with IFRS, Avast Group believes the following non-IFRS financial measures are useful in evaluating Avast Group’s operating performance:
● | Billings; |
● | Adjusted Revenue; |
● | Adjusted EBITDA; |
● | Adjusted Cash EBITDA; |
● | Adjusted Net Income; |
● | Unlevered Free Cash Flow; and |
● | Levered Free Cash Flow, |
1 Active devices in the last 30 days.
in each case, as described more fully below.
Avast Group considers Billings, Adjusted Revenue and Adjusted EBITDA to be the primary KPIs for Avast Group. Billings represents the full value of products and services, the majority of which are delivered under a subscription agreement and include sales to new end customers plus renewals and additional sales to existing end customers. Under the subscription model, customers pay Avast Group for the entire amount of the subscription in cash up front upon initial delivery of the applicable products. Although the cash is paid upfront, under IFRS, subscription revenue is deferred and recognized ratably over the life of the subscription agreement, whereas non-subscription revenue is typically recognized immediately. This provides Avast Group with a substantial amount of deferred revenue. Subscription billings represented 87.5% and 88.8% of the Avast Group’s total Billings for the six months ended June 30, 2022 and 2021, respectively. Accordingly, the growth in revenue in any period reflects the performance of billings from both prior and current periods. Avast Group thus considers billings to be a valuable supplemental measure of short-term cash receipts and revenues for future periods as an indicator of future growth. Avast Group believes that Adjusted EBITDA is another key metric for Avast Group as it allows it to evaluate underlying operating performance by excluding non-recurring and other items that Avast Group does not consider indicative of Avast Group’s core operating performance.
Avast Group also tracks Adjusted Revenue, Adjusted Cash EBITDA, Adjusted Net Income, Unlevered Free Cash Flow and Levered Free Cash Flow. Avast Group believes that Adjusted Cash EBITDA and Adjusted Net Income are appropriate supplemental measures of earnings as they facilitate evaluating operating performance on a period-to- period basis by excluding non-recurring and other items that Avast Group does not consider indicative of Avast Group’s core operating performance. Unlevered Free Cash Flow and Levered Free Cash Flow are used as key performance indicators of Avast Group’s business and as an indicator of Avast Group’s ability to make strategic investments, repay its debt, pay dividends, and meet other payment obligations.
While Avast Group uses these non-IFRS financial measures as tools to enhance its understanding of certain aspects of its financial performance, Avast Group does not believe that these non-IFRS financial measures are substitutes for, or superior to, the information provided by IFRS results. As such, the presentation of these non-IFRS financial measures is not intended to be considered in isolation or as a substitute for any measure prepared in accordance with IFRS. The primary limitations associated with the use of these non-IFRS financial measures as compared to IFRS results are that these non-IFRS financial measures as Avast Group defines them may not be comparable to similarly titled measures used by other companies in Avast Group’s industry and that such non-IFRS financial measures may exclude financial information that some investors may consider important in evaluating Avast Group’s performance. The table below is a reconciliation of (i) Revenue from Adjusted Revenue, (ii) Billings from revenue, (iii) Adjusted EBITDA from net income, (iv) Adjusted Net Income from net income and (v) Unlevered Free Cash Flow and Levered Free Cash Flow from net cash flow from operating activities for Avast Group as at and for the periods indicated. All figures are at actual currency rates unless otherwise indicated.
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Six-Months Ended June 30, | Year ended December 31, | |||||||||||||||
(in $ millions) | (in $ millions) | |||||||||||||||
2021 | 2022 | 2020 | 2021 | |||||||||||||
Adjusted Revenue | 471.3 | 472.0 | 892.9 | 941.1 | ||||||||||||
Deferred revenue haircut reversal(1) | — | (1.7 | ) | — | — | |||||||||||
Revenue | 471.3 | 470.3 | 892.9 | 941.1 | ||||||||||||
Increase in deferred revenues | 11.4 | 13.4 | 29.2 | 7.3 | ||||||||||||
Billings | 482.7 | 483.7 | 922.0 | 948.4 | ||||||||||||
Profit for the period | 205.8 | 141.0 | 169.6 | 348.4 | ||||||||||||
Income tax | 63.5 | 32.9 | 66.7 | 101.9 | ||||||||||||
Finance income and expense, net | (8.4 | ) | (1.3 | ) | 99.1 | (8.7 | ) | |||||||||
Net gain on disposal of business operation | (34.2 | ) | — | — | (47.0 | ) | ||||||||||
Operating profit | 226.7 | 172.6 | 335.4 | 394.6 | ||||||||||||
Deferred revenue haircut reversal | — | 1.7 | — | — | ||||||||||||
Share-based payments (including employer’s costs) | 16.6 | 21.8 | 22.7 | 47.1 | ||||||||||||
Exceptional items(2) | 4.0 | 29.3 | 49.9 | 31.7 | ||||||||||||
Amortisation of acquisition intangible assets | 11.7 | 13.8 | 65.8 | 22.7 | ||||||||||||
Depreciation and amortisation of non-acquisition assets | 11.2 | 10.5 | 21.8 | 21.5 | ||||||||||||
Adjusted EBITDA | 270.2 | 249.7 | 495.5 | 517.6 | ||||||||||||
Net income | 205.8 | 141.0 | 169.6 | 348.4 | ||||||||||||
Deferred revenue haircut reversal | — | 1.7 | — | — | ||||||||||||
Share-based payments | 16.6 | 21.8 | 22.7 | 47.1 | ||||||||||||
Exceptional items | 4.0 | 29.3 | 49.9 | 31.7 | ||||||||||||
Amortisation of acquisition intangible assets | 11.7 | 13.8 | 65.8 | 22.7 | ||||||||||||
Unrealised financial exchange loss/(gain) on EUR tranche of bank loan | (15.8 | ) | (26.7 | ) | 62.1 | (32.2 | ) | |||||||||
Tax impact on foreign exchange difference on intercompany loans | (0.9 | ) | (3.1 | ) | 4.4 | (1.5 | ) | |||||||||
Tax impact of donations | — | — | (4.7 | ) | — | |||||||||||
Tax impact on adjusting items | 2.6 | (3.0 | ) | (15.7 | ) | (2.9 | ) | |||||||||
Tax impact of IP transfer | 3.1 | 3.1 | 6.3 | 6.3 | ||||||||||||
Net gain on disposal of business operation | (34.2 | ) | — | — | (47.0 | ) | ||||||||||
Tax impact on disposal of business operation | 12.7 | — | — | 16.7 | ||||||||||||
Adjusted Net Income | 205.8 | 178.0 | 360.2 | 389.4 | ||||||||||||
Net cash flows from operating activities | 263.1 | 190.6 | 456.5 | 469.4 | ||||||||||||
Realized FX gains/(losses) and other non-cash items | (4.2 | ) | 0.4 | (2.0 | ) | (4.0 | ) | |||||||||
Employer’s costs on share-based payments | 0.4 | 1.1 | 0.8 | 1.1 | ||||||||||||
Exceptional items included in operating cash flows | — | 29.3 | 49.9 | 23.0 | ||||||||||||
Movement of provisions and allowances | 6.8 | (0.6 | ) | (14.5 | ) | 1.1 | ||||||||||
Cash tax | 28.6 | 43.7 | 52.0 | 61.8 | ||||||||||||
Net change in working capital (excl. change in deferred revenue and deferred COGS) | (12.1 | ) | (1.5 | ) | (19.9 | ) | (26.3 | ) | ||||||||
Adjusted Cash EBITDA | 282.6 | 263.0 | 522.7 | 526.1 | ||||||||||||
Net change in working capital (excl. change in deferred revenue and deferred COGS) | 12.1 | 1.5 | 19.9 | 26.3 | ||||||||||||
Capital expenditure | (3.1 | ) | (3.6 | ) | (15.1 | ) | (13.3 | ) | ||||||||
Cash tax | (28.6 | ) | (43.7 | ) | (52.0 | ) | (61.8 | ) | ||||||||
Covid-19 donations | — | — | (24.5 | ) | — | |||||||||||
Unlevered Free Cash Flow | 263.1 | 217.1 | 451.1 | 477.4 | ||||||||||||
Cash interest(3) | (10.0 | ) | (9.0 | ) | (27.5 | ) | (18.7 | ) | ||||||||
Lease payments(4) | (4.2 | ) | (3.8 | ) | (9.2 | ) | (8.6 | ) | ||||||||
Levered Free Cash Flow | 248.8 | 204.3 | 414.3 | 450.1 |
(1) | Under IFRS 3, Business Combinations, an acquirer must recognise assets acquired and liabilities assumed at fair value as of the acquisition date. The process of determining the fair value of deferred revenues acquired often results in a significant downward adjustment to the target’s book value of deferred revenues. The reversal of the downward adjustment to the book value of deferred revenues of companies the Avast Group has acquired during the periods under review is referred to as the “Deferred Revenue Haircut Reversal.” |
(2) | Exceptional items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Avast Group. During the six months ended June 30, 2022, the Avast Group incurred legal and professional costs of $3.6 million in relation to the acquisition of SecureKey Technologies Inc. and $13.0 million of personnel, legal and consultancy costs related to the proposed merger with NortonLifeLock. Personnel costs related to the proposed merger with NortonLifeLock of $6.0 million comprise of primarily retention bonuses, which are accrued over the retention period. The remaining $12.6 million of exceptional items relates to legal fees and the change in provisions related to the regulatory investigation relating to Jumpshot Inc (“Jumpshot”). During the year ended December 31, 2021, the Avast Group incurred legal, professional and impairment costs of $4.0 million in relation to the disposal of Family Safety mobile business, legal and professional costs of $2.6 million in relation to the acquisition of Evernym, exceptional impairment and onerous contract provision costs of $7.5 million related to data servers necessary to remain in operating condition due to an on-going regulatory investigation and $9.2 million of personnel and non-personnel costs related to the proposed merger with NortonLifeLock. Personnel costs related to the proposed merger comprise primarily retention bonuses, which are accrued over the retention period. The remaining $8.4 million of exceptional items relates to costs of restructuring programme and the change in provisions related to regulatory investigation and contract indemnity claims relating to Jumpshot. |
(3) | Cash interest paid included in the calculation of Unlevered Free Cash Flow of $10.0 million includes $4.3 million of interest netted by the bank at the loan refinancing in the first half of 2021, which was included in the row “Proceeds from borrowings” in consolidated statement of cash flows. |
(4) | Lease repayments include both interest and principal repayments. |
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Reporting change
In the beginning of 2021, Avast Group adjusted its billings and revenue reporting within existing segments to reflect the de facto convergence in desktop and mobile platform use by consumers as reflected in the rise of Avast Group’s multi-device subscriptions. Consequently, the direct-to- consumer mobile subscription business is reported together with the desktop business within Consumer Direct. This change was reflected throughout this report.
The carrier channel was renamed Partner to emphasise the relationship aspect of this business and seek to both develop the product proposition and expand the scope of future partnership opportunities. Partner is now included within Consumer Indirect alongside Avast Group’s other B2B2C businesses: Avast Secure Browser and Chrome distribution.
The reporting change has no impact on the overall Avast Group result. There is no change to the operating segments, which are reported as Consumer and SMB.
The table below presents reconciliation between previous and current reporting structure for the year ending December 31, 2020:
Previous structure (in $ millions) | Year ended December 31, 2020 | Partner carriers / | Mobile subscription | Current structure (in $ millions) | Year ended December 31, 2020 | |||||||||||||
Revenue | 892.9 | Revenue | 892.9 | |||||||||||||||
Consumer Desktop | 699.7 | 30.3 | Consumer Direct | 730.1 | ||||||||||||||
Consumer Mobile | 72.1 | (41.8 | ) | (30.3 | ) | |||||||||||||
Consumer Indirect | 67.9 | 41.8 | Consumer Indirect | 109.6 | ||||||||||||||
Consumer Other | 5.1 | Consumer Other | 5.1 | |||||||||||||||
SMB | 48.0 | SMB | 48.0 |
Billings
Billings represents the full value of products and services being delivered under subscription and other agreements and include sales to new end customers plus renewals and additional sales to existing end customers. Billings are unaudited and are presented to enhance comparability of Avast Group’s results from period to period.
The majority of Avast Group’s subscription agreements typically last between one and three years. For the six months ended June 30, 2022 and 2021, Avast Group had an average subscription contract length of 13 months. For the years ended December 31, 2021 and 2020, Avast Group had an average subscription contract length of 13 and 14 months, respectively. This decrease reflects the Avast Group’s transition from multi-year towards single year subscriptions.
The Avast Group’s Billings increased by $1.0 million to $483.7 million for the six months ended June 30, 2022, mostly driven by the core Consumer Direct business. This represented a 0.2% increase at actual rates and organic growth of 6.9%. Subscription billings represented 87.5% of the Avast Group’s total Billings in the first half of 2022 (88.8% in the first half of 2021).
Adjusted Revenue
Adjusted Revenue represents the Group’s reported revenue adjusted for the Deferred Revenue Haircut Reversal. Under IFRS 3, Business Combinations, an acquirer must recognise assets acquired and liabilities assumed at fair value as of the acquisition date. The process of determining the fair value of deferred revenues acquired often results in a significant downward adjustment to the target’s book value of deferred revenues. The “Deferred Revenue Haircut Reversal” refers to the reversal of the downward adjustment to the book value of deferred revenues of companies the Avast Group has acquired during the periods under review. In the first half of 2022 the adjustment relates to SecureKey’s deferred revenue. There was no difference between Revenue and Adjusted Revenue in 2021 and 2020.
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The Avast Group’s Adjusted Revenue increased by $0.7 million to $472.0 million for the six months ended June 30, 2022, mostly driven by the core Consumer Direct business. This represented a 0.2% increase at actual rates and organic growth of 2.7%.
Adjusted EBITDA
Adjusted earnings before interest, taxation, depreciation and amortisation (“Adjusted EBITDA”) are defined as the Avast Group’s operating profit/loss before depreciation, amortisation of non-acquisition intangible assets, share-based payments including related employer’s costs, exceptional items and amortisation of acquisition intangible assets and including deferred revenue haircut reversal.
Adjusted EBITDA decreased 7.6% to $249.7 million, resulting in Adjusted EBITDA margin of 52.9%. The decrease in EBITDA margin was primarily driven by investment in commercial initiatives and Digital Trust Services.
Adjusted Net Income
Adjusted Net Income represents reported net income plus deferred revenue haircut reversal, share-based payments, exceptional items, amortisation of acquisition intangible assets, unrealised foreign exchange gain/loss on the EUR tranche of the bank loan, the tax impact from the unrealised exchange differences on intercompany loans, tax impact from disposal of business operation and the tax impact of the foregoing adjusting items and IP transfers, less gain on disposal of business operation.
Avast Group believes that Adjusted Net Income is an appropriate supplemental measure that provides useful information to Avast Group and investors about Avast Group’s underlying business performance. Accordingly, Avast Group believes that Adjusted Net Income provides useful information to management to run Avast Group’s business and allocate resources.
Avast Group’s Adjusted Net Income decreased by 13.5%, from $205.8 million for the six months ended June 30, 2021 to $178.0 million for the six months ended June 30, 2022.
Adjusted Cash EBITDA
Cash earnings before interest, taxation, depreciation and amortisation (“Adjusted Cash EBITDA”) is defined as Adjusted EBITDA plus the net deferral of revenue and the net change in deferred cost of goods sold.
Avast Group’s Adjusted Cash EBITDA decreased by 6.9%, from $282.6 million for the six months ended June 30, 2021 to $263.0 million for the six months ended June 30, 2022.
Unlevered and Levered Free Cash Flow
Unlevered Free Cash Flow represents Adjusted Cash EBITDA less capital expenditures and taxation, plus cash flows in relation to changes in working capital (excluding change in deferred revenue and change in deferred cost of goods sold as these are already included in Adjusted Cash EBITDA). Changes in working capital are as per the cash flow statement on an unadjusted historical basis and unadjusted for exceptional items. In 2020, $25 million of Covid-19 donations were included in the calculation of Unlevered Free Cash Flow as all the other exceptional costs are excluded from Adjusted Cash EBITDA (as defined above) and thus from Unlevered Free Cash Flow.
Levered Free Cash Flow represents amounts of incremental cash flows of the Avast Group after it has met its financial obligations (after interest and lease repayments) and is defined as Unlevered Free Cash Flow less cash interest and lease repayments.
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Avast Group believes that Unlevered Free Cash Flow and Levered Free Cash Flow are an appropriate supplemental measure that provides useful information to Avast Group and investors about the amount of cash generated by Avast Group’s business.
Accordingly, Avast Group believes that Unlevered Free Cash Flow and Levered Free Cash Flow provide useful information to management to run Avast Group’s business and allocate resources.
Avast Group’s Unlevered Free Cash Flow decreased by 17.5%, from $263.1 million for the six months ended June 30, 2021 to $217.1 million for the six months ended June 30, 2022. Avast Group’s Levered Free Cash Flow decreased by 17.9%, from $248.8 million for the six months ended June 30, 2021 to $204.3 million for the six months ended June 30, 2022.
Operating metrics
Avast Group also tracks and monitors the Consumer Direct business using the following non-financial operating metrics:
● | Direct Customers (“Customers”); |
● | Average Revenue per Customer (“ARPC”); and |
● | Average Products per Customer (“APPC”). |
Avast Group considers Direct Customers, ARPC and APPC to be important measures in analyzing its results of operations for the Consumer Direct business, which represented more than 85% of Revenue for the six months ended June 30, 2022. The general objective of Avast Group’s commercial team is to balance these metrics as they see fit to deliver best possible results.
Market conditions remain challenging, as expected, with increased competition in the fast evolving antivirus market and from freely distributed security solutions on new PCs. These trends are further compounded by (i) a higher churn rate of newly acquired customers from the COVID-19 pandemic; (ii) the withdrawal of our products from Russia and Belarus, and (iii) the impact of the weakened macroeconomic environment, which resulted in softening demand and fewer new customers. For the six months ended June 30, 2022, Avast Group has been working on optimising renewals and the customer journey and diversifying its offering, in order to mitigate the increased pressure from the market. To that end, Avast Group’s commercial effort in the retention area has been threefold: (i) building intelligence through investing in developing customer understanding through various formats (from speaking with customers to machine learning of churn propensity), which helped Avast Group achieve successful initiatives relating to, for example, renewal pricing and increasing channel capability and reach; (ii) protecting and growing the value of Avast Group’s paid customer base by improving customer journey to drive engagement and better enabling renewal opportunities; and (iii) undertaking a customer communications transformation to reach Avast Group’s customers more effectively, through personalising the messaging journey and consistency in content strategy. Avast Group believes that mitigating actions ensured that two out of three Consumer Direct Operational KPIs improved in the six months ended June 30, 2022.
The table below presents the Consumer Direct Operational KPIs for the periods indicated:
Year ended December 31 | Six Months ended June 30 | |||||||||||
2020 | 2021 | 2022 | ||||||||||
End of period number of direct customers (in millions) | 16.47 | 16.36 | 15.64 | |||||||||
Average Product per Customer | 1.41 | 1.43 | 1.45 | |||||||||
Average Revenue Per Customer (in $) | 45.60 | 49.44 | 50.54 |
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Customers
Avast Group defines Direct Customers as users who have at least one valid paid Consumer Direct subscription (or licence) at the end of the relevant period.
Avast Group’s Consumer Direct Customers decreased by 4.4% from 16.36 million as of December 31, 2021 compared to 15.64 million as of June 30, 2022. The downward trend includes the impact of a higher churn rate of customers acquired during the COVID-19 pandemic.
In September 2021, Avast released a new product called Avast One, which provides customers with integrated security, privacy and performance solution. This new product brought a slightly modified business model. In the original model, growth of the business was focused on Avast’s ability to do upsells (both free-to-paid and paid-to-paid), as well as cross-sells. In the Avast One model, the cross-sell opportunity is limited because the customer proposition consists in providing all-in-one functionality as part of the unified Avast One subscription. At the same time, more emphasis is put on retention where the stronger value proposition of the integrated offering is expected to limit the number of customers who leave us. This is further underlined by the fact that Avast One brought significant improvements in customer satisfaction by reducing the number of upsell messages (especially those in Avast Essential -- the free tier). This put additional pressure on the Customer Count metric in the fourth quarter 2021.
It should also be noted that paid customer churn in Avast is not seen as critical as in other businesses, as a large part of churning paid customers do not leave the Avast family, but rather default back to the basic free product. That is, they count as churners but are still staying with Avast Group as free users, which allows to further communicate with them in the future and potentially win them back as paid customers.
Average Revenue per Customer (ARPC)
Avast Group defines ARPC as the Consumer Direct revenue for the period of the last twelve months divided by the average Direct Customers during the same period. Average Customers are calculated based on adding the number of Direct Customers as of the beginning of the last twelve months period to the number of Direct Customers as of the end of the period, and then dividing by two.
Avast Group’s ARPC increased by 2.2%, from $49.44 as of December 31, 2021 to $50.54 as of June 30, 2022.
Average Products per Customer (APPC)
Avast Group defines APPC as the total valid licences or subscriptions for the period of the last twelve months divided by the average Direct Customers during the same period. Average Direct Customers are calculated based on adding the number of Direct Customers as of the beginning of the last twelve months period to the number of Direct Customers as of the end of the period, and then dividing by two.
Avast Group’s APPC increased by 1.2%, from 1.43 as of December 31, 2021 to 1.45 as of June 30, 2022, demonstrating successful cross-sell into the existing customer base.
Factors affecting Avast Group’s results of operations
Avast Group’s results have been affected, and are expected to be affected in the future, by a variety of factors. A discussion of key factors that have had, or may have an effect on Avast Group’s results is set forth below:
● | Acquisitions. Avast Group has acquired and made investments in other companies and services to expand its technological capabilities, its product breadth and functionalities, user base and geographical presence, and Avast Group intends to continue to make acquisitions and investments in the future. Acquisitions affect Avast Group’s results of operations in several ways. First, Avast Group’s results for the period during which an acquisition takes place are affected by the inclusion of the results of the acquired business in Avast Group’s consolidated results. Because acquired businesses are included in Avast Group’s consolidation perimeter from the date of completion of each relevant acquisition, their full impact is only reflected in Avast Group’s financial statements in the subsequent period. In addition, the results of the acquired businesses after their acquisition may be impacted positively by synergies. Furthermore, for larger strategic acquisitions, Avast Group may experience a temporary increase in investments and both operational and personnel expenses as Avast Group integrates the acquired business into its operations. On March 24, 2022, Avast Group announced that it would acquire SecureKey Technologies, a global provider of digital identity and authentication solutions headquartered in Canada. SecureKey is highly complementary to Avast’s prior work in Identity and the reason for the acquisition was therefore to take Avast’s digital identity offer to the next level, accelerating innovation and working to establish a user-focused, global approach that aligns user, business, and government propositions. |
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● | Consumer Direct and SMB user monetization opportunities. Avast Group’s ability to monetize its users drives Avast Group’s results of operations. In its Consumer Direct business, Avast Group derives its billings and revenues from converting its free users to paid users (“customers”) and selling customers higher tier products and bundles. Avast Group also generates billings and revenues through the sale of products to the SMB market. Avast Group believes that continued monetization in the Consumer Direct and SMB business will continue to drive Avast Group’s growth in the future. |
● | Indirect user monetization opportunities. Avast Group receives indirect revenues through its distribution of third party software, advertising, secure web browsing and e-commerce affiliate activities. These indirect consumer revenue sources (excluding Discontinued Business) comprised 7.9% of Avast Group’s Revenue for the six months ended June 30, 2022. This share decreased compared to 8.1% and 12.3% for the year ended December 31, 2021 and 2020, respectively. The decrease was due to disposal of Family Safety mobile business in the first half of 2021. |
● | Discontinued Business. Avast Group generated $6.4 million of Billings from Discontinued Business for the six months ended June 30, 2022. This decreased versus $9.3 million for the six months ended June 30, 2021. Discontinued Business includes toolbar-related search distribution business (which had previously been an important contributor to AVG’s revenues), the browser clean-up, Google Distribution and Jumpshot business. As the Avast Group is exiting or continuously scaling down this business, the growth figures have been adjusted for its decline. |
● | Discontinued Russia and Belarus. On March 10, 2022, Avast Group announced the withdrawal of the availability all products from Russia and Belarus and suspended all marketing and sales operations in these countries in response to the military conflict in Ukraine. For the six months ended June 30, 2021, Avast Group generated $3.2 million of Billings from its sales operations in Russia and Belarus. The impact on the sustainability of Avast Group’s operations is not material as total Billings in Russia represented only 1% of total Billings in 2021, while Belarus was negligible. Avast Group also does not expect any material negative impact arising from volatility of the Russian ruble due to its very limited operations in Russia. The special crisis team continues to monitor the situation to develop an immediate response in case of deterioration of the situation. |
● | Investment in Product Development and Updates. Avast Group’s products and services are complex to develop and maintain. Approximately 43% of Avast Group’s employees in 2021 were engaged in research and development activities and Avast Group’s performance is dependent on the continuing investments it makes in research and development in order to continue to innovate, improve functionality, and adapt to new technologies or changes to existing technologies. |
● | Renewal Rates. Avast Group’s results are currently largely driven by revenue generated from subscriptions for its products. Changes in renewal rates will have an impact on Avast Group’s billings, revenue growth, cash flows and operating results. |
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● | Fluctuations in exchange rates. Fluctuations in currency exchange rates may impact the business significantly, as Avast Group conducts business in multiple countries. For the six months ended June 30, 2022, approximately 36.5% of revenue was generated in the United States, approximately 9.7% in the United Kingdom, approximately 7.5% in France, and approximately 7.3% in Germany. In the six months ended June 30, 2022, approximately 44% of Avast Group’s Billings were denominated in U.S. dollars, approximately 24% were denominated in Euros and approximately 9% were denominated in British pounds. Conversely, as of June 30, 2021, approximately 48% of Avast Group’s adjusted costs (excluding finance costs, income tax and depreciation and amortisation) were denominated in U.S. dollars, approximately 27% in Czech korunas, 15% in British pounds and 5% in Euros. As a result, a substantial weakening of the U.S. dollar and the Euro relative to the Czech koruna would present an increase in Avast Group’s costs. Further, Avast Group is also exposed to translation effects given that its financial statements are stated in U.S. dollars. Any strengthening in the U.S. dollar relative to other currencies in which Avast Group derives its revenues will result in reductions in reported revenue. Likewise, if the U.S. dollar declines in value relative to the other currencies in which Avast Group derives its revenues, reported revenue will increase, but Avast Group’s profitability may be lower. If there is a significant change in the value of the U.S. dollar relative to foreign currencies, the profits of Avast Group may be materially adversely affected. In addition, the majority of Avast Group’s tax liabilities are denominated in Czech koruna. Avast Group’s effective tax rate is impacted by foreign exchange gains and losses from U.S. dollars as compared to the Czech koruna, which is the functional currency of the largest Avast Group entity for local GAAP and tax purposes. For the six months ended June 30, 2022, Avast Group had $16.7 million of gains resulting from the impact of foreign exchange differences (as compared to $22.1 million of gains for the six months ended June 30, 2021). |
● | Global Regulatory Environment. Avast Group operates a digital business globally, and the scale and complexity of new laws, including regarding data protection, auto-renewal billing and tax, are increasing as the digital economy becomes the backbone of global economic growth. New laws or changes in the interpretation or application of existing laws may impose restrictions and obligations on Avast Group that negatively impact Avast Group’s ability to operate or compete effectively, its profitability and ability to grow. Further complexity relates to data privacy. The risk is that the data we store, such as customer data, and the systems that store, manage and process this data become compromised. Failing to comply with regulatory requirements could result in increased litigation (including class actions), investigations, fines and censure by governmental and regulatory bodies, resulting in negative financial consequences. |
Segment reporting
Avast Group has applied the criteria set by IFRS 8 Operating Segments to determine the number and type of reportable segments. Based on the nature of the business and how the business is managed, two operating segments have been identified: Consumer and SMB. Avast Group evaluates the performance of its segments based primarily on billings, revenue and operating profit.
Any costs incurred that are directly applicable to the segments are allocated to the appropriate segment. Certain costs that are not directly applicable to the segments are identified as ‘Corporate Overhead’ costs and represent general corporate costs that are applicable to the consolidated Avast Group. In addition, costs relating to share-based payments and exceptional items are not allocated to the segments since these costs are not directly applicable to the segments, and therefore not included in the evaluation of performance of the segments.
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Components of statements of income
Revenues
Sources of revenues
Consumer
Direct. Avast Group offers paid products that protect users’ security, online privacy and device performance. The majority of these revenues come from the sale of software subscriptions to users, typically with terms of one to three years, entitling such users to services and updates provided by Avast Group’s paid software. The majority of Avast Group’s Consumer Direct revenues in the six months ended June 30, 2022 and 2021 were generated by subscriptions. Consumer Direct billings and revenue are generated from Desktop and Mobile products.
Indirect. Avast Group derives a portion of its revenues from advertisements as well as through its Avast Secure Browser.
Discontinued Business. Avast Group earns revenues from distribution agreements with Google, from third party products and advertisements which come installed on its legacy AVG extensions, plug-ins and toolbar business. Avast Group also earns revenues from its Browser Cleanup product, which removes extensions, plug-ins and toolbars from browsers. Avast Group considers these products to be discontinued products as Avast Group has stopped their further development. Avast Group also offered big data and marketing analytics through its entity, Jumpshot, generating mostly recurring subscription revenue. Subscriptions were recognized ratably over the subscription period covered by the contract. In January 2020, Avast Group made a decision to discontinue business of Jumpshot.
SMB
Avast Group’s SMB (Small and Medium-sized Business) segment focuses on delivering high-level security and protection solutions for small and medium sized business customers. Sales to SMB customers accounted for 5.4% and 5.5% of Avast Group’s total Revenue in the six months ended June 30, 2022 and 2021, respectively.
Revenue recognition
Consumer
Direct. The principal revenue stream of the Avast Group is derived from the sale of its software and related services for desktop and mobile which protect users’ security, online privacy and device performance. Licence agreements with customers include a pre-defined subscription period during which the customer is entitled to the usage of the products, including updates of the software. The typical length of a subscription period is 1, 12, 24, or 36 months. Antivirus software requires frequent updates to keep the software current in order for it to be beneficial to the customer and the customer is therefore required to use the updated software during the licence period. This provides evidence that the licence grants the right to access the software over time and therefore revenue is recognised evenly over the term of the licence. The software licence, together with the unspecified updates, form a single distinct performance obligation.
The Avast Group mainly sells software licences through direct sales (mainly through e-commerce services providers including Digital River) to customers. However, the Avast Group also sells a small portion through indirect sales via the Avast Group’s retailers and resellers.
Deferred revenue represents the contract liability arising from contracts with customers. The portion of deferred revenues that will be recognised as revenue in the 12 months following the balance sheet date is classified as current, and the remaining balance is classified as non-current. Deferred revenue also materially represents the transaction price, relating to sales of software licences, that is allocated to future performance obligations.
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The Avast Group uses a practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component if the Avast Group expects, at contract inception, that the period between when the Avast Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
When the Avast Group concludes that it has control over the provided product or service before that product or service is transferred to the customer, the Avast Group acts as principal, and revenues for satisfying the performance obligations are recognised on a gross basis (before deduction of resellers’ commissions, payment provider fees and the third party costs). Otherwise revenues are recognised on a net basis.
The Avast Group accounts for sales of products through e-commerce partners on a gross basis before the deduction of the e-commerce partners’ commissions and fees. The Avast Group’s e-commerce service providers fulfil administrative functions, such as collecting payment and remitting any required sales tax. The Avast Group’s e-commerce service providers collect the fees and transfer cash payments to the Avast Group on a monthly basis within 30 days after the end of the month with respect to which payment is being made. The Avast Group sets the retail list prices and has control over the licences before transferring them to the customer.
The Avast Group also sells subscription software licences through an e-shop directly to end customers in cooperation with certain payment gateways providers. Revenue from sales through the e-shop are accounted for on a gross basis before the deduction of payment gateways fees. The Avast Group sets the final retail prices and fully controls the revenue arrangement with the end customers.
The Avast Group reduces revenue for estimated sales returns. End users may return the Avast Group’s products, subject to varying limitations, through resellers or to the Avast Group directly for refund within a reasonably short period from the date of purchase. The Avast Group estimates and records provisions for sales returns based on historical experience. The amount of such provisions is not material.
Indirect. Consumer indirect revenues arise from several products and distribution arrangements that represent the monetisation of the user base. These arrangements are accounted for on a net basis in an amount corresponding to the fee the Avast Group receives from the monetisation arrangement. The contracted partner in the arrangement is the customer rather than the end customer. The most significant sources of revenues are:
● | Secure Browsing — The Avast Group’s Secure browser earns the Avast Group a share of advertising revenue generated by end user search activity. Revenue is recognised immediately as the Avast Group has no performance obligation after the date of sale. |
● | Advertising — Other Consumer Indirect derived revenues comprise advertising fees and product fees. Advertising fees are earned through advertising arrangements the Avast Group has with third parties whereby the third party is obligated to pay the Avast Group a portion of the revenue they earn from advertisements to the Avast Group’s end users. Amounts earned are reflected as revenue in the month the advertisement is delivered to the end user. The Avast Group also receives product fees earned through arrangements with third parties, whereby the Avast Group incorporates the content and functionality of the third party into the Avast Group’s product offerings. Fees earned during a period are based on the number of active clients with the installed third-party content or functionality multiplied by the applicable client fee. |
● | Family Safety mobile business provided mobile security solutions that partnered with Mobile Network Operators (‘MNOs’) providing locator, phone controls and drive safe products to their customers. Once the product was developed by Avast Group based on the MNO’s requirements, the product was then sold to the end customer via the MNO’s subscription plans. The revenues generated by these arrangements were based on revenue share percentages as stated in the MNO agreements. Revenue was recognized on a net basis, after deduction of partners` commissions, based on the delivery of monthly services to the end customers of the MNOs. On April 16, 2021, Avast Group sold a portfolio of mobile parental controls services including location features, content filtering and screen time management to Smith Micro Software Inc. Billings and revenue until close of the transaction have been included in the calculation of organic growth for the year ended December 31, 2021 together with comparable periods in the baseline. In 2022, full 2021 billings and revenue of Family Safety business were excluded from the calculation of organic growth as there were no more billings and revenue in 2022, to ensure like-for-like comparison. |
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SMB
SMB includes subscription revenue targeted at small and medium-sized businesses. Revenue is generated from the sale of security software and other IT managed solutions through online channels, resellers and distributors partners. Revenues from sales are recognised on a gross basis before deduction of the payment gateways fees.
Cost of revenues and capitalised contract costs
Cost of revenues. Expenses directly connected with the sale of products and the provision of services, e.g., commissions, payments and other fees and third party licence costs related to the subscription software licences, are recognized as cost of revenues.
Capitalised contract costs. The Avast Group pays commissions, third party licence costs and payment fees to resellers and payment providers for selling the subscription software licences to end customers. Capitalised contract costs are amortised on a straight-line basis over the licence period and recognised in the cost of revenues. Capitalised contract costs are subject to an impairment assessment annually. Impairment losses are recognised in profit or loss. All costs are expected to be recovered.
Finance income and expenses, net
Avast Group’s finance income and expenses, net, primarily consist of interest income and expense, other expenses such as bank fees, and interest expense related to currency translation gains and losses on monetary assets and liabilities, primarily cash and cash equivalents, denominated in currencies other than the U.S. dollar. Interest income primarily represents interest from term deposits.
Income tax
Income tax represents the income tax payable by Avast Software s.r.o. and other Group subsidiaries. The largest part of the corporate tax payable by Avast Group is in the Czech Republic, which has a 19% standard tax rate applicable to corporations. Avast Group also paid in other jurisdictions, such as in the U.K.
Results of Operations
For a further reconciliation of adjustments made to Avast Group’s financial information referred to in the narratives below, see “—Key Performance Indicators (“KPIs”).”
Comparison of the Six Months Ended June 30, 2022 and 2021
Six Months Ended June 30, | Change | |||||||||||
2021 | 2022 | % | ||||||||||
(in $ millions) | ||||||||||||
Revenue | 471.3 | 470.3 | (0.2 | ) | ||||||||
Cost of revenues | (74.8 | ) | (80.6 | ) | (7.8 | ) | ||||||
Gross profit | 396.5 | 389.7 | (1.7 | ) | ||||||||
Sales and marketing | (77.4 | ) | (88.0 | ) | (13.7 | ) | ||||||
Research and development | (38.4 | ) | (46.3 | ) | (20.6 | ) | ||||||
General and administrative | (54.0 | ) | (82.8 | ) | (53.3 | ) | ||||||
Total operating costs | (169.8 | ) | (217.1 | ) | (27.9 | ) | ||||||
Operating profit | 226.7 | 172.6 | (23.9 | ) | ||||||||
Net gain on disposal of business operation | 34.2 | — | n/a | |||||||||
Finance income and expense, net | 8.4 | 1.3 | (84.1 | ) | ||||||||
Profit before tax | 269.3 | 173.9 | (35.4 | ) | ||||||||
Income tax | (63.5 | ) | (32.9 | ) | 48.1 | |||||||
Profit for the period | 205.8 | 141.0 | (31.5 | ) |
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Revenues
The Avast Group’s reported revenue decreased by $1.0 million to $470.3 million for the six months ended June 30, 2022, which represents a 0.2% decrease at actual rates and organic growth of 2.7%. Such decrease was due to unfavourable FX impact, disposal of the Family Safety mobile business in 2021 and withdrawal from Russia and Belarus (see “—Factors affecting Avast Group’s results of operations—Discontinued Russia and Belarus”).
The deferred revenue balance at the end of the period was $517.4 million, comprising $481.1 million that will be recognised within 12 months of the balance sheet date. This compares with $507.8 million, of which $470.8 million was to be recognised within 12 months, at the same time last year. The average subscription length in the six months ended June 30, 2022 was 13 months.
Cost of revenues
Cost of revenues increased by $5.8 million from $74.8 million for the six months ended June 30, 2021 to $80.6 million for the six months ended June 30, 2022, which represented a 7.8% increase, primarily due to investment into customer support of $3.5 million, higher amortisation of acquisition intangibles of $2.1 million driven by recognition of significant intangible assets as part of the SecureKey business combination and increase in personnel costs and other costs of $0.2 million. Acquisition intangibles represent intangible assets acquired through business combinations.
Operating costs
Operating costs increased by $47.3 million, or 27.9%, from $169.8 million for the six months ended June 30, 2021 to $217.1 million for the six months ended June 30, 2022. This is driven mainly by exceptional items of $25.3 million incurred in relation to the acquisition of SecureKey and in relation to the proposed merger with NortonLifeLock, investment into Digital Trust Services (“DTS”) of $13.8 million, sales and marketing personnel and non-personnel costs of $10.3 million and other savings including YoY FX impact of $2.1 million.
On a like-for-like basis, Avast Group’s operating costs excluding depreciation and amortization increased by $16.9 million to $160.5 million for the six months ended June 30, 2022. Excluding the Family Safety disposal costs in the first half of 2021, such operating costs increased by $23.2 million from June 30, 2021 to June 30, 2022. The increase reflects the investment into DTS, sales and marketing personnel and non-personnel costs and other savings including YoY FX impact, as described above.
Finance income and expenses, net
Finance income and expenses, net, decreased by $7.1 million from finance income of $8.4 million for the six months ended June 30, 2021 to finance income of $1.3 million for the six months ended June 30, 2022, which was caused by the increase of amortisation of arrangement fees of $1.8 million resulting from a new USD term loan of $200 million (see Note 17 of Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022), one-off realised FX gain on repayment of the prior loan of $5.6 million realised in the first half of 2021 and unfavourable impact of other FX and other finance costs of $10.6 million out of which $8.2 million relates to a one-off realised loss resulting from a transfer of the majority of EUR cash balances into USD cash balances. These increases were partially offset by unrealised foreign exchange gains from the Euro denominated debt. Such gains increased by $10.9 million from $15.8 million for the six months ended June 30, 2021 to $25.4 million for the six months ended June 30, 2022.
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Income tax
Income tax expense decreased from $63.5 million for the six months ended June 30, 2021 to $32.9 million for the six months ended June 30, 2022. Decrease in income tax was driven by the one-off tax costs related to gain on sale of Family Safety business of $(12.7) million in the first half of 2021 and the tax benefit from the foreign exchange movements on intercompany loans arising in the statutory accounts of the subsidiary concerned in the amount of $3.1 million (tax benefit of $0.9 million in the first half of 2021).
Additionally, Avast Group recognised a deferred tax liability of $9.1 million as of June 30, 2022, as opposed to $0.3 million as of June 30, 2021, which relates mainly to taxable differences recognised during purchase price allocations as of June 30, 2022.
The tax impact of IP transfer represents amortisation of the net tax impact of the transfer of AVG E-comm web shop to Avast Software B.V. (“Avast BV”) on May 1, 2018 (the “IP Transfer”), when the former Dutch AVG business of Avast BV (including the web shop) was sold to Avast Software s.r.o. The total net impact of this transaction was $94.4 million, which was treated as an exceptional item in 2018. The transferred IP is amortised for tax purposes over 15 years. The tax impact of other adjusted items represents the tax impact of amortisation of acquisition intangibles, or exceptional items, which have been calculated applying the tax rate that Avast Group determined to be applicable to the relevant item, and other adjusted items.
Net income
Net Income decreased by $64.8 million, from $205.8 million for the six months ended June 30, 2021 to $141.0 million for the six months ended June 30, 2022, primarily driven by $34.2 million of one-off gain from sale of Family Safety business included in baseline. The remaining decrease was due to the increase in total operating costs driven by the investment in DTS, the exceptional costs incurred in relation to the acquisition of SecureKey and proposed merger and the increased cost of revenues, which were partially offset by reduced finance income and income tax expenses.
Comparison of the Years Ended December 31, 2021 and 2020
Year ended December 31, | Change | |||||||||||
2020 | 2021 | % | ||||||||||
(in $ millions) | ||||||||||||
Revenue | 892.9 | 941.1 | 5.4 | |||||||||
Cost of revenues | (196.0 | ) | (149.5 | ) | 23.7 | |||||||
Gross profit | 696.9 | 791.6 | 13.6 | |||||||||
Sales and marketing | (134.7 | ) | (179.8 | ) | (33.5 | ) | ||||||
Research and development | (86.1 | ) | (79.8 | ) | 7.3 | |||||||
General and administrative | (140.7 | ) | (137.4 | ) | 2.3 | |||||||
Total operating costs | (361.5 | ) | (397.0 | ) | (9.8 | ) | ||||||
Operating profit | 335.4 | 394.6 | 17.7 | |||||||||
Net gain on disposal of business operation | — | 47.0 | n/a | |||||||||
Finance income and expense, net | (99.1 | ) | 8.7 | 108.8 | ||||||||
Profit before tax | 236.3 | 450.3 | 90.6 | |||||||||
Income tax | (66.7 | ) | (101.9 | ) | (52.8 | ) | ||||||
Profit for the financial year | 169.6 | 348.4 | 105.4 |
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Revenues
The Avast Group’s reported revenue increased by $48.2 million to $941.1 million in the year ended December 31, 2021, which represents a 5.4% increase at actual rates and organic growth of 7.5%. Revenue included $458.8 million from the release of prior-period deferred revenue. The deferred revenue balance at the end of the period was $503.6 million, comprising $468.6 million that will be recognised within 12 months of the balance sheet date. This compares with $496.5 million, of which $458.8 million was to be recognised within 12 months, at the same time last year. The average subscription length in the year ended December 31, 2021 was 13 months which represents slight YoY decrease (FY 2020: 14 months) reflecting the Avast Group’s transition from multi-year towards single year subscriptions.
Cost of revenues
Cost of revenues decreased by $46.5 million from $196.0 million in 2020 to $149.5 million in 2021, which represented a 23.7% decrease, primarily due to decrease in amortisation of acquisition intangibles of $43.1 million, decrease in costs due to disposal of Family Safety mobile business of $6.1 million and Jumpshot’s business-as-usual costs before the wind-down included in the baseline of $1.2 million. This was partially offset by higher share-based payments costs of $1.6 million.
On a like-for-like basis, Avast Group’s cost of revenues, excluding depreciation and amortization, increased by $4.9 million. The increase was driven by $1.4 million higher sales commissions driven by revenue growth and investment into customer support of $4.0 million, partially offset by FX impact and other costs of $0.5 million.
Operating costs
Operating costs increased by $35.5 million, or 9.8%, from $361.5 million in 2020 to $397.0 million in 2021. This included decrease in operating costs due to disposal of Family Safety mobile business of $15.7 million, Jumpshot’s business-as-usual costs before the wind-down included in the baseline of $3.5 million and decrease in exceptional items of $14.8 million, partially offset by share-based payments costs of $22.9 million.
On a like-for-like basis, Avast Group’s operating costs excluding depreciation and amortization increased by $47.8 million. The increase was driven by the investment into sales and marketing costs of $42.5 million related primarily to the launch of Avast’s new brand identity and new flagship product Avast One. Additional costs increase related to investment into information security and research and development of $(5.9) million, partially offset by other savings including FX impact of $0.6 million.
Finance income and expenses, net
Finance income and expenses, net, decreased by $107.8 million from finance expenses of $99.1 million in 2020 to finance income of $8.7 million 2021 primarily driven by significant unrealised foreign exchange gains from the revaluation of the Euro denominated debt of $32.2 million (compared to losses of $62.1 million generated in the prior year) and lower interest costs of $8.4 million resulting from repayment of loan in 2020 and refinancing in the first half of 2021.
Income tax
Income tax expense increased from $66.7 million in 2020 to $101.9 million in 2021. Income tax was impacted by disposal of Family Safety mobile business resulting in a tax expense of $16.7 million, and by the tax benefit from the foreign exchange movements on intercompany loans arising in the statutory accounts of the subsidiary concerned of $1.5 million (tax expense of $4.4 million in the year ended December 31, 2020).
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Net income
Net Income increased by $178.8 million, from $169.6 million in 2020 to $348.4 million in the year ended December 31, 2021 primarily driven by the decrease in net finance costs of $107.8 million, revenue growth of $48.2 million, one-off gain on disposal of Family Safety mobile business of $47.0 million and decrease in amortisation of acquisition intangibles of $43.1 million, partially offset by higher operating costs of $35.5 million and higher income tax charge of $35.2 million.
Liquidity and capital resources
Since Avast Group’s inception, it has financed its operations through cash generated from operations as well as term loans and revolving credit facilities. Avast Group generated significant amounts of cash compared to the amount of revenues Avast Group recognized in any particular period since Avast Group’s users pay the entire licence fee when they register for Avast Group’s software (see Billings definition in “—Key Performance Indicators”). Amounts not recognized are reflected on Avast Group’s balance sheet as deferred revenues.
At June 30, 2022 and 2021, Avast Group had cash and cash equivalents of $338.0 million and $357.6 million, respectively. Avast Group expects that its sources of liquidity and capital will be sufficient to meet its existing business needs for at least the next 12 months.
The following table presents the major components of Avast Group’s cash flows for the periods presented:
Six Months ended June 30 |
Year ended December 31 |
|||||||||||||||
2021 | 2022 | 2020 | 2021 | |||||||||||||
(in $ millions) | (in $ millions) | |||||||||||||||
Net cash flows from operating activities | 263.1 | 190.6 | 456.5 | 469.4 | ||||||||||||
Net cash from / (used in) investing activities | 44.5 | (317.0 | ) | (16.4 | ) | (0.9 | ) | |||||||||
Net cash flows from / (used in) financing activities | (128.0 | ) | 51.8 | (484.2 | ) | (204.6 | ) |
Net cash flows from operating activities
Avast Group’s net cash flow from operating activities decreased by $(72.5) million, or (27.6)%, from $263.1 million for the six months ended June 30, 2021 to $190.6 million for the six months ended June 30, 2022, primarily due to higher exceptional costs included in operating cash flows of $(29.3) million, lower Adjusted Cash EBITDA by $(19.6) million, the impact of working capital movement (excluding change in deferred revenue and deferred cost of goods sold) of $(10.6) million, negative FX impact and other non-cash items of $(4.6) million, higher cash tax of $(15.1) million, offset by positive impact of movement in provisions of $7.4 million.
Avast Group’s net cash flow from operating activities increased by $12.9 million, or 2.8%, from $456.5 million in the year ended December 31, 2020 to $469.4 million in the year ended December 31, 2021. The increase was primarily driven by lower exceptional costs included in operating cash flows of $26.9 million, higher billings of $26.4 million, positive impact of working capital movement (excl. change in deferrals) of $6.4 million, offset by higher cash tax of $(9.8) million, increase in adjusted costs of $(26.2) million and unfavorable impact of movement in provisions and other of $(10.8) million.
Net cash from/used in investing activities
Avast Group’s net cash outflow from investing activities increased substantially by $(361.5) million, from a net cash inflow of $44.5 million for the six months ended June 30, 2021 to a net cash outflow of $(317.0) million for the six months ended June 30, 2022. This increase is due to consideration paid for the SecureKey Technologies acquisition of $(318.7) million and a capital expenditure investment of $(3.6) million, which were offset by a cash inflow from escrow of $5.0 million from disposal of Family Safety business and interest received of $0.3 million. The net cash inflow from investing activities as of June 30, 2021 was primarily driven by net proceeds received from the disposal of the Family Safety mobile business in the amount of $48.4 million.
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Avast Group’s net cash outflow from investing activities decreased by $15.5 million, from $16.4 million in the year ended December 31, 2020 to $0.9 million in the year-ended December 31, 2021. The Avast Group’s net cash outflow from investing activities of $(0.9) million in FY 2021 included net proceeds from disposal of Family Safety mobile business of $62.4 million, capex investment of $(13.3) million, settlement of contingent consideration related to Tenta acquisition of $(0.7) million, consideration paid for Evernym acquisition of $(49.5) million and interest received of $0.2 million. The Avast Group’s net cash outflow from investing activities in FY 2020 of $(16.4) million comprised capex of $(15.1) million, settlement of contingent consideration related to Inloop and Tenta acquisitions of $(3.9) million, TrackOFF holdback consideration release of $(0.8) million, contingent consideration received for disposal of Managed Workplace of $3.0 million and interest received of $0.4 million.
Net cash from/used in financing activities
The Avast Group’s net cash inflow from financing activities for the six months ended June 30, 2022 included $(116.5) million dividend paid, new loan drawn of $200.0 million to finance the acquisition of SecureKey, quarterly loan repayment of $(20.2) million, transaction costs related to the borrowing of $(2.7) million, interest paid of $(9.0) million, lease repayments of $(3.8) million and proceeds from the exercise of options of $4.0 million. The Avast Group’s net cash outflow from financing activities for the six months ended June 30, 2021 included $(115.3) million dividend paid, net loan refinancing of $6.6 million (see Note 17 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022), quarterly loan repayment of $(10.6) million, transaction costs related to borrowing of $(2.7) million, interest paid of $(5.6) million, lease repayments of $(4.2) million and proceeds from the exercise of options of $3.8 million.
The Avast Group’s net cash outflow from financing activities in FY 2021 included $(115.4) million final dividend paid in respect of 2020, $(49.6) million interim dividend paid in respect of 2021, net proceeds from loan refinancing in the first half of 2021 of $6.6 million, mandatory loan repayment of $(31.3) million, transaction costs paid in relation to refinancing of $(2.7) million, interest paid of $(14.3) million, lease repayments of $(8.6) million and proceeds from the exercise of options of $10.7 million. Net proceeds from loan refinancing consist of repayment of old loan of $(827.6) million, new loan drawn of $843.6 million, portion of transaction costs related to borrowings deducted by bank of $(5.0) million and portion of cash interest deducted by bank of $(4.3) million. The Avast Group’s net cash outflow from financing activities in FY 2020 included $(105.4) million final dividend paid in respect of 2019, $(49.3) million interim dividend paid in respect of 2020, $(200.0) million voluntary repayment of borrowings, $(61.9) million mandatory repayment of borrowings, interest paid of $(27.5) million, lease repayments of $(9.3) million, proceeds from the exercise of options of $34.0 million, and net proceeds from transactions with non-controlling interest $(64.8) million.
Contractual commitments and contingencies
Avast Group has entered into lease agreements for its offices. Lease terms for properties are generally between 1 and 13 years. See Note 14 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 21 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021.
Below are contractual commitments in relation to cloud computing services as of December 31, 2021:
in $ millions | ||||
less than 1 year | 4.8 | |||
1-3 years | 25.2 | |||
3-5 years | 30.0 | |||
Total | 60.0 |
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Off-balance sheet items
Avast Group did not engage during the period presented, and does not currently engage, in off-balance sheet financing arrangements. In addition, Avast Group does not have any interest in entities referred to as variable interest entities, which includes special purpose entities and other structured finance entities.
Critical accounting policies and estimates
For information regarding Avast Group’s critical and significant accounting policies, see Note 2 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021. The following critical accounting discussion pertains to accounting policies the management of Avast Group believes are most critical to the portrayal of its historical financial condition and results of operations and that require significant, difficult, subjective or complex judgments.
Leases - Extension options
When the Avast Group has the option to extend a lease, management uses its judgement to determine whether or not an option would be reasonably certain to be exercised. The Avast Group has the option, under some of its leases, to lease the assets for additional terms of up to ten years. The Avast Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew and therefore considers all relevant factors, including long-term business strategy, conditions of the lease, availability of alternative options and potential relocation costs, for it to exercise the renewal. Potential future cash outflows of $8.2 million as of December 31, 2021 have not been included in the lease liability because it is not reasonably certain that the lease will be extended (or not terminated). There were no significant changes to the extension options for the six months ended June 30, 2022 or the year ended December 31, 2021. The lease term will be reassessed after the proposed merger, once completed.
Impairment testing
Significant management judgement and estimates are required to determine the individual cash generating units (CGUs) of the Avast Group, the allocation of assets to these CGUs and the determination of the value in use or fair value less cost to sell of these CGUs. Management has concluded that the operating segments used for segment reporting represents the lowest level within the Avast Group at which the goodwill is monitored. Therefore, the operating segments correspond to groups of CGUs at which goodwill is tested for impairment.
Deferred tax
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
The Avast Group recognizes substantial deferred tax assets from unused tax losses in its US-based subsidiaries excluding Jumpshot (see Note 8 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 13 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021). Management assesses that these deferred tax assets are recoverable, with key elements of judgement being the fact that US tax losses carry over indefinitely, Avast Group’s transfer pricing agreement in place and the significant business presence of the Avast Group in the US market give the Group the ability to generate sufficient taxable profit for the foreseeable future.
Based on expectations of future profitability, management expects to recover the deferred tax asset over approximately a 30-year time frame. The recovery period is sensitive to the level of profitability of the underlying business; however, there are no significant assumptions that would impact our expectation of recovery. Forecasts used for assessing recoverability of deferred tax assets are those approved by Avast, and do not reflect any changes to the business (or to the quantum of tax losses) that might result from the proposed merger.
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The Avast Group also recognises substantial deferred tax assets from the 2018 transfer of intellectual property to the Czech Republic, which is being recovered linearly over a 15-year period. The management assesses that this deferred tax asset is recoverable, with key elements of judgement being that the major portion of the Avast Group’s profit is generated in the Avast Group’s Czech entity and this structure is expected to remain for the foreseeable future.
Forecasts used for assessing recoverability of deferred tax assets are those approved by Avast Group, and do not reflect any changes to the business (or to the quantum of tax losses) that might result from the proposed merger. It is uncertain if tax loss carryforward can be utilised in full amount after the proposed merger and (potential) changes in the group and tax structure.
Provisions
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Other provisions predominantly comprise potential claims in relation to regulatory investigations, contractual indemnities and disputes. The management has provided the best estimate of the provisions, based on the legal advice. See Note 15 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 25 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021.
Share-based payments
In October 2021, management accounted for scheme modifications that are expected to come into place as a result of the proposed merger. These modifications will result in the early vesting of a pro-rated proportion of awards. In respect of Restricted Stock Units (RSUs) management have made best estimates in regard to the expected timing of proposed merger to be in September 2022, and the number of ‘good’ leavers, whose awards will vest in the event that they are made redundant as a consequence of the proposed merger. In respect of Performance Stock Units (PSUs), management have made best estimates in regard to the expected timing of proposed merger, and the performance attainment that will be achieved by scheme members. See Note 4 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 33 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021.
Quantitative and qualitative disclosure about market risk
Avast Group is exposed to certain market risk in the ordinary course of its business. These risks primarily consist of credit risk, foreign currency risk, interest rate risk and liquidity risk as follows.
Credit risk
The outstanding balances of trade and other receivables are monitored on a regular basis. Avast Group has been managing receivables effectively and improved collections process by simplifying the billing system structure which is reflected in the overall decrease of total receivables (see Note 18 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021).
The credit quality of larger customers is assessed based on the credit rating, and individual credit limits are defined in accordance with the assessment. The Avast Group did not issue any guarantees or credit derivatives. The Avast Group does not consider the credit risk related to cash balances held with banks to be material. A significant portion of sales is realised through the Avast Group’s online resellers, mainly Digital River. The Avast Group manages its credit exposure by receiving advance payments from Digital River.
The Avast Group evaluates the concentration of risk with respect to accounts receivable as medium, due to the relatively low balance of trade receivables that is past due. The risk is reduced by the fact that its customers are located in several jurisdictions and operate in largely independent markets and the exposure to its largest individual distributors is also medium.
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Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Avast Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Avast Group’s operating activities (when revenue or expense is denominated in foreign currency).
At the parent company level, the functional and presentation currency is the US dollar and the Avast Group’s revenue and costs are reported in US dollars. The Avast Group is exposed to translation risk resulting from the international sales and costs denominated in currencies other than US dollars and the resulting foreign currency balances held on the balance sheet. The Avast Group is exposed to material transaction and translation currency risk from fluctuations in currency rates between USD, GBP, CZK and EUR.
The following table shows payments for the Avast Group’s products and services by end users (either directly to the Avast Group or paid to an e-commerce service provider) in individual currencies. Based on agreements with the Avast Group, e-commerce service providers may convert billings collected on behalf of the Avast Group in specific currencies to a remittance currency (usually USD and EUR) at the existing market rates which does not remove the underlying foreign exchange risk. The table below shows the original currency composition of payments made by end users to illustrate the foreign exchange risk to billings.
Year ended December 31, | ||||||||
2020 | 2021 | |||||||
USD | 46 | % | 43 | % | ||||
EUR | 24 | % | 25 | % | ||||
GBP | 9 | % | 9 | % | ||||
Other | 21 | % | 23 | % | ||||
Total | 100 | % | 100 | % |
As the majority of revenues represent sales of software licences, the revenues are recognised over the duration of the licence period, despite payment being received at the start of the licence period. Because the release of deferred revenues is performed using the exchange rates valid at the start of the licence term, they are not subject to foreign currency risk.
The following table shows financial assets and liabilities in individual currencies, net:
Year ended December 31, | ||||||||
2020 | 2021 | |||||||
(in $ millions) | ||||||||
USD(1) | 34.3 | (240.3 | ) | |||||
EUR(1) | (766.4 | ) | (223.9 | ) | ||||
CZK | (18.5 | ) | (11.1 | ) | ||||
GBP | 15.9 | 46.7 | ||||||
Other | 11.3 | 8.5 | ||||||
Total | (723.4 | ) | (420.1 | ) |
(1) | The fluctuation in the currencies are mainly caused by the term loan repayments. |
Financial assets and liabilities include cash and cash equivalents, trade and other receivables and trade and other payables, term loan, lease liabilities, other current liabilities, and non-current financial assets and liabilities.
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The table below presents the sensitivity of the profit before tax to a hypothetical change in EUR, CZK and other currencies and the impact on financial assets and liabilities of the Avast Group. The sensitivity analysis is prepared under the assumption that the other variables are constant. The analysis against USD is based solely on the net balance of cash and cash equivalents, trade and other receivables, trade and other payables and term loan.
Year ended December 31, | ||||||||
2020 | 2021 | |||||||
(in $ millions) | ||||||||
EUR (change +/- 10%) | (76.6)/76.6 | (22.4)/22.4 | ||||||
CZK (change +/- 10%) | (1.8)/1.8 | (1.1)/1.1 | ||||||
GBP (change +/- 10%) | 1.6/(1.6 | ) | 4.7/(4.7 | ) | ||||
Other (change +/- 10%) | 1.1/(1.1 | ) | 0.9/(0.9 | ) |
The sensitivity analysis above is based on the consolidated assets and liabilities, i.e. excluding intercompany receivables and payables. However, Avast Software s.r.o. has a significant intercompany loan payable to Avast Software B.V. denominated in USD. As the functional currency of Avast Software s.r.o. is the USD but the tax basis of Avast Software s.r.o. is denominated in CZK the income tax gains or losses of Avast Software s.r.o. are exposed to significant foreign exchange volatility. If the CZK depreciates against the USD, the corporate income tax expense would decrease. Avast Software B.V. is not exposed to any similar volatilities as its functional and tax currency is the USD.
Interest rate risk
Cash held by the Avast Group is not subject to any material interest. The only liabilities held by the Avast Group subject to interest rate risk are the loans described in Note 17 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022. Other liabilities and provisions themselves are not subject to interest rate risk. The Avast Group keeps all its available cash in current bank accounts (see Note 17 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021).
As of June 30, 2022, the Avast Group has a USD term loan of $200 million under the existing credit agreement to finance the acquisition of SecureKey (the “Credit Agreement”) (see Note 9 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022), which matures on the earlier of March 22, 2023, or 30 days after completion of the proposed merger with NortonLifeLock. The carrying amount of the term loan is net of the total arrangement costs of $2.7 million, which are being amortised to profit and loss over the period to the potential date of completion of the proposed merger with NortonLifeLock using the effective interest rate method. Although the term loan falls under the existing Credit Agreement, it has different terms and conditions to the USD/EUR tranche negotiated in 2021 and is therefore accounted for as a separate loan. The USD/EUR tranche is a term loan with an interest rate of 3-month USD LIBOR plus a 1.75% p.a. mark-up for USD tranche and 3-month EURIBOR plus a 1.75% p.a. mark-up for EUR tranche. The 3-month USD LIBOR and 3-month EURIBOR are subject to a 0% interest rate floor. As of June 30, 2022, the 3-month USD LIBOR was 1.01% p.a. and 3-months EURIBOR was -0.47%.
A change of 100 basis points in market interest rates would have increased/(decreased) equity and profit and loss before tax by the amounts shown below:
Year ended December 31, | ||||||||
2020 | 2021 | |||||||
(in $ millions) | ||||||||
Increase in interest rates | (3.9 | ) | (5.7 | ) | ||||
Decrease in interest rates | — | 1.0 |
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Liquidity risk
The Avast Group performs regular monitoring of its liquidity position to maintain sufficient financial sources to settle its liabilities and commitments. The Avast Group is dependent on a long-term credit facility and so it must ensure that it is compliant with its terms. As it generates positive cash flow from operating activities, the Avast Group is able to cover the normal operating expenditures, pay outstanding short-term liabilities as they fall due without requiring additional financing and has sufficient funds to meet the capital expenditure requirement. The Avast Group considers the impact on liquidity each time it makes an acquisition in order to ensure that it does not adversely affect its ability to meet the financial obligation as they fall due.
As at December 31, 2021 and 2020, the Group’s current ratio (current assets divided by current liabilities including the current portion of deferred revenue) was 0.85 and 0.46, respectively. The ratio is significantly impacted by the high current deferred revenue balance due to the sales model, where subscription revenue is collected in advance from end users and deferred over the licence period. The Group’s current ratio excluding deferred revenue was 3.24 and 1.76 as at December 31, 2021 and 2020, respectively.
In 2021, Avast’s credit rating was upgraded to Ba1 from Ba2 with Moody’s, while Standard & Poor’s rating remained at BB+, driven mainly by the strong financial performance. The credit ratings are subject to regular review by the credit rating agencies and may change in response to economic and commercial developments.
Fair Values
The fair values of financial assets and liabilities are included at the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the end of the reporting period. The following methods and assumptions are used to estimate the fair values:
● | Cash and cash equivalents – approximates to the carrying amount; |
● | Term loans – approximates to the carrying amount. Term loan was recently refinanced and recognised at fair value. See Note 17 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 27 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021; |
● | Receivables and payables – approximates to the carrying amount; |
● | Lease liabilities – approximates to the carrying amount. |
Financial assets and liabilities that are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
● | Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities; |
● | Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and |
● | Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. |
For the carrying amount of financial assets and liabilities held by the Avast Group see Note 18 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 28 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021.
Capital management
For the purpose of the Avast Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Avast Group’s capital management is to maximise the shareholder value.
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The Avast Group manages its capital structure and makes adjustments to it in the light of changes in circumstances, including economic conditions. To maintain or adjust the capital structure, the Avast Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Avast Group monitors capital using the net liability position and gearing ratio (the net liability position divided by the sum of the net liability position and equity). The Avast Group includes within the net liability position all current and non-current liabilities, less cash and cash equivalents.
Year ended December 31, | ||||||||
2020 | 2021 | |||||||
(in $ millions) | ||||||||
Current and non-current liabilities | 1,511.7 | 1,461.7 | ||||||
Less: cash | (175.4 | ) | (429.0 | ) | ||||
Net liability position | 1,336.3 | 1,032.7 | ||||||
Equity | 1,195.3 | 1,434.3 | ||||||
Gearing ratio | 52.8 | % | 41.9 | % |
Recent accounting pronouncements
For information regarding recent accounting pronouncements, see Note 2.2 to Avast Group’s unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and Note 4 to Avast Group’s audited consolidated financial statements for the year ended December 31, 2021.
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Exhibit 99.2
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. + Copyright © 202 2 NortonLifeLock + Avast . All rights reserved. INVESTOR PRESENTATION September 7, 2022
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Forward - Looking Statements This presentation contains certain forward - looking statements with respect to NortonLifeLock Inc. (“NortonLifeLock”), Avast plc (“Avast”) and with respect to their proposed combination by way of scheme of arrangement of Avast (the “Merger”). These forward - looking statements can be identified by the f act that they do not relate only to historical or current facts. Forward - looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan” , “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof, but the absence of these words does not mean t hat a statement is not forward - looking. Forward - looking statements include statements relating to the following: (i) the proposed offering of Senior Unsecured Notes (the "No tes ") and the use of proceeds therefrom, ( ii) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future pros pec ts, (iii ) business and management strategies and the expansion and growth of the operations of NortonLifeLock or Avast, ( iv) the effects of government regulation on the business of NortonLifeLock or Avast, and (v ) the time frame and the expected benefits of the proposed combination to NortonLifeLock, Avast, and their respective customers, stockholders and inv estors, including expected growth, earnings accretion and cost savings. There are many factors which could cause actual results to differ materially from those expressed or implied in forward - looking statements. Such factors include, but are not limited to, the possibility that the proposed combination will not be completed on a timely basis or at all , whether due to the failure to satisfy the conditions of the proposed combination (including approvals or clearances from regulatory and other agencies and bodies) or otherwise, the imp act of requirements, if any, of any regulatory authorities in connection with obtaining governmental clearances for the Merger, general business and economic conditions glo bal ly, industry trends, competition, changes in government and other regulation, changes in political and economic stability, disruptions in business operations due to reorg ani zation activities, interest rate and currency fluctuations, the inability of the combined entity to realize successfully any anticipated synergy benefits when (and if) the pr oposed combination is implemented, the inability of the combined entity to integrate successfully NortonLifeLock’s and Avast’s operations when (and if) the proposed combination is i mpl emented, fluctuations and volatility in NortonLifeLock’s stock price, the ability of NortonLifeLock to successfully execute strategic plans, the ability of NortonLif eLo ck to maintain customer and partner relationships, the timing and market acceptance of new product releases and upgrades, matters arising out of the ongoing U.S. Securities and Exc han ge Commission (the “SEC”) investigation and the combined entity incurring and/or experiencing unanticipated costs and/or delays or difficulties relating to the proposed comb ina tion when (and if) it is implemented. Additional information concerning these and other risk factors is contained in the Risk Factors sections of NortonLifeLock’s most recent re ports on Form 10 - K and Form 10 - Q, the contents of which are not incorporated by reference into, nor do they form part of, this presentation. These forward - looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. By their nature, these forward - looking statements involve known and unknown risks, as well as uncertainti es because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward - looking statements in this pre sentation may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performan ce or achievements expressed or implied by such forward - looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this presentation are therefore cautioned not to place undue reliance on these forward - looking statements, which speak only as at the date of this presentation. All subsequent o ral or written forward - looking statements attributable to NortonLifeLock or Avast or any persons acting on their behalf are expressly qualified in their entirety by th e c autionary statement above. Neither of NortonLifeLock or Avast undertakes any obligation to update publicly or revise forward - looking statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable law, regulation or stock exchange rules. 1 Legal Disclaimers
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. No Offer or Solicitation This presentation is for information purposes only and is not intended to and does not constitute, or form any part of, an of fer to sell or the solicitation of an offer to subscribe for or an invitation to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the pr oposed combination or otherwise, nor shall there be any sale, issuance, subscription or transfer of securities in any jurisdiction in contravention of applicable law or regulation. In particular, this presentation is not an offer of securities for sale in the United States. No offer of securities shall be made in the United States absent registration under the U.S. Secur iti es Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. Any purchaser of Notes (de fin ed below) will be deemed to have made certain representations and acknowledgments, including, without limitation, that the purchaser is either a "qualified institutional b uye r" as defined in Rule 144A under the Securities Act or is a non - U.S. person purchasing outside the Unites States in an offshore transaction in compliance with Regulation S under the S ecurities Act. Any securities issued as part of the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Sec tio n 3(a)(10) of the Securities Act. The Merger will be made solely by means of the scheme document published by Avast, or (if applicable) pursuant to an offer document to be publis hed by NortonLifeLock, which (as applicable) would contain the full terms and conditions of the Merger. Any decision in respect of, or other response to, the Merger, should be mad e only on the basis of the information contained in such document(s). If NortonLifeLock ultimately seeks to implement the Merger by way of a takeover offer, that offer will be m ade in compliance with applicable US laws and regulations. Overseas Shareholders The materials herein contain information in respect of the Merger. Viewing this information may be unlawful if you are reside nt or located in any jurisdiction where to do so would constitute a violation of the relevant laws and regulations or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which NortonLifeLock regards as unduly onerous (each, a "Restricted Jurisdiction"). In certain jurisdictions, inclu din g Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All persons resident or located outside the United Kingdom who wish to view th ese materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and o bse rve, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regul ato ry requirements. Copies of this presentation and any formal documentation relating to the proposed combination are not being, and must not be, di rectly or indirectly, mailed, transmitted, or otherwise forwarded, distributed or sent in, whole or in part, into or from any Restricted Jurisdiction, including any jurisd ict ion where to do so would constitute a violation of the laws of such jurisdiction, and persons receiving such documents (including, without limitation, custodians, nominees and trustees) sh ould observe these restrictions and must not mail, transmit, otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render inva lid any related purported vote in respect of acceptance of the proposed combination. Neither NortonLifeLock, nor any of its members, directors, officers, employees, advisers, agents, a ffi liates or representatives, assumes any responsibility for any violation by any person of any of these restrictions. Offering Memorandum Any offers to sell or solicitations of offers to buy securities are being made solely by means of a Preliminary Offering Memo ran dum relating to the Senior Unsecured Notes (the "Notes"), and any supplements thereto (as so supplemented, the " Offering Memorandum"). Before you invest, you should read th e O ffering Memorandum (including the risk factors and other cautionary statements contained therein) and the documents incorporated by reference therein, for more information abo ut NortonLifeLock, Avast and the offering of Notes. 2 Legal Disclaimers (cont’d)
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Offering Memorandum (continued) You may get these documents for free by vising EDGAR on the SEC’s website at www.sec.gov. You should base your investment dec isi on with respect to any securities offered by NortonLifeLock solely on the Offering Memorandum and not any statements in this document. Information contained herein does n ot purport to be complete and is subject to the same qualifications and assumptions, and should be considered by investors only in light of the same warnings, lack of assura nce s and representations and other precautionary matters, as disclosed in the Offering Memorandum. Use of Non - GAAP / Non - IFRS Financial Information NortonLifeLock uses the non - GAAP measure of operating income, which is adjusted from results based on U.S. GAAP and excludes certain expenses, gains and losses. NortonLifeLock also provides the non - GAAP metrics of revenues, EBITDA, reported EBITDA, adjusted debt covenant EBITDA, EBITDA margin and free c ash flow, which is defined as cash flows from operating activities less purchases of property and equipment. Avast uses the non - IFRS measures of Billings, Adjusted Revenue, A djusted EBITDA, Adjusted Cash EBITDA, Unlevered Free Cash Flow and Levered Free Cash Flow. These non - GAAP / non - IFRS financial measures are provided to enhance the user's unde rstanding of NortonLifeLock’s and Avast’s past financial performance and its prospects for the future. NortonLifeLock’s and Avast’s management teams uses these non - GAAP / non - IFRS financial measures in assessing its performance, as well as in planning and forecasting future periods. These non - GAAP / non - IFRS financial measures are not compute d according to U.S. GAAP or IFRS, as applicable, and the methods NortonLifeLock and Avast uses to compute them may differ from the methods used by other companies. Non - GAAP / no n - IFRS financial measures are supplemental, should not be considered a substitute for financial information presented in accordance with U.S. GAAP / non - IFRS and should be read only in conjunction with NortonLifeLock’s consolidated financial statements prepared in accordance with U.S. GAAP and Avast’s consolidated financial s tat ements prepared in accordance with IFRS. Readers are encouraged to review the additional reconciliations of NortonLifeLock’s non - GAAP financial measures to the comparabl e U.S. GAAP results, which is attached to NortonLifeLock’s quarterly earnings release and which can be found, along with other financial information, on the investor r ela tions page of its website at Investor.NortonLifeLock.com. NortonLifeLock is unable to provide a reconciliation of forward - looking non - GAAP financial measures to the most comparable U.S. GAAP financial measures because certain information is dependent on future events, some of which are outside the control of NortonLifeLock. Mor eover, estimating such U.S. GAAP financial measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be ac complished without unreasonable effort. No Profit Forecasts or Estimates No statement in this presentation is intended as, or is to be construed as, a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that earnings or earnings per ordinary share, for NortonLifeLock or Avast, respectively for the current or future financ ial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for NortonLifeLock or Avast, respectively. Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve ri sks, uncertainties and contingencies. As a result, the cost savings and synergies referred to in this presentation (see below) may not be achieved, may be achieved later or sooner tha n estimated, or those achieved could be materially different from those estimated. No statement in the Quantified Financial Benefits Statement (as defined below), or this prese nta tion generally, should be construed as a profit forecast or interpreted to mean that the Combined Company’s earnings in the first full year following the combination, or in any subsequent period, would necessarily match or be greater than or be less than those of Avast and/or NortonLifeLock for the relevant preceding financial period or any other pe rio d. For the purposes of Rule 28 of the UK’s City Code on Takeovers and Mergers (the “Code”), the Quantified Financial Benefits Statement is the responsibility of NortonLifeLock and t he NortonLifeLock Directors. Legal Disclaimers (cont’d) 3
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Publication on website A copy of this presentation will be made available (subject to certain restrictions relating to persons resident in Restricte d J urisdictions) on NortonLifeLock’s website (at https://investor.nortonlifelock.com/) by no later than 12 noon London time on the business day following the date of this pre sen tation. Neither the contents of this website nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this present ati on. Quantified Financial Benefits Statement This presentation refers to estimated annual gross cost synergies of $280 million, such statement of estimated synergies havi ng been extracted from the statements of estimated cost savings and synergies arising from the Merger contained in the announcement of the Merger dated 10 August 2021 (the “Rul e 2 .7 Announcement”), the NortonLifeLock prospectus published on 28 October 2021 (the “Prospectus”) and the scheme document published by Avast on 28 October 2021 (tog eth er, the “Quantified Financial Benefits Statement”). A copy of the Quantified Financial Benefits Statement is set out below: “Given the complementary nature of both NortonLifeLock and Avast, the NortonLifeLock Directors believe that the Merger will g ene rate synergies that could not be achieved independently of the Merger and will lead to significant long - term value creation for all shareholders. Significant recurring cost synergies opportunity NortonLifeLock anticipates that the Merger will result in recurring annual pre - tax gross cost synergies for the Combined Company to reach a run - rate of approximately USD 280 million, representing between approximately 15% and 20% of combined adjusted cost of sales and operating spend, based on the lat est full year reported results for each of NortonLifeLock and Avast. The synergies are expected to be fully realised by the end of the second year following completion of the Merger. NortonLifeLock intends to approach integration with the aim of retaining and motivating the best talent and structure across the Combined Company to create a be st - inclass organisation. The expected sources of the identified cost synergies are as follows: ▪ Organisation: approximately 50% of the total annual run - rate pre - tax gross cost synergies are expected to be generated through t he adoption of shared best practice across existing functions and the reduction of duplicate roles across all geographies, and from a broad range of job categories, inc lud ing management, shared services, product and commercial functions; ▪ Systems & Infrastructure operating costs: approximately 25% of the total annual run - rate pre - tax gross cost synergies are expect ed to be realised through migration onto a common data and security platform, integration of systems, and shared technology and analytics infrastructure; and ▪ Contracts & Shared Services: approximately 25% of the total annual run - rate pre - tax gross cost synergies are expected to be gene rated primarily from site rationalisation, procurement and vendor consolidation, and spend de - duplication. NortonLifeLock expects to realise approximately 60% of the run - rate cost savings by the end of the first full year following com pletion of the Merger and 100% by the end of the second full year following completion of the Merger, excluding any potential synergy reinvestment and associated benefits. On a reported basis, the synergies assume the Combined Company expects to benefit from approximately USD 75 million of cost savings in the first full year following completion of t he Merger, approximately USD 245 million of cost savings in the second full year following completion of the Merger, and the full USD 280 million of the cost savings in the third ful l y ear following completion of the Merger, excluding any potential synergy reinvestment and associated benefits. Legal Disclaimers (cont’d) 4
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. One - off costs In order to realise these synergies, NortonLifeLock is expected to incur one - off restructuring and integration costs of approxim ately one year’s run - rate pre - tax cost savings, or USD 280 million, with approximately USD 180 million estimated to be incurred in the first full year following completion of the M erg er and approximately USD 100 million estimated to be incurred in the second full year following completion of the Merger. Aside from integration costs, no material dis - benefits are expected to arise in connection with the Merger. The expected synergies will accrue as a direct result of the Merger and would not be achieved on a standalone basis. The paragrap hs above relating to expected cost synergies constitute a “Quantified Financial Benefits Statement” for the purposes of Rule 28 of the Code. Given the strong strategic, cultural and op erational fit of the two companies, NortonLifeLock believes that the quantified cost synergies are readily achievable. NortonLifeLock expects to achieve the quantified cost syn erg ies while maintaining appropriate investment levels in sales and technology to meet the Combined Company’s growth targets and other objectives. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.” Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal as sum ptions and sources of information, is set out below. Bases of belief and principal assumptions In preparing the Quantified Financial Benefits Statement, a synergy working group comprising senior strategy, operations, tec hni cal, sales and financial personnel from NortonLifeLock (the “Working Group”) was established to identify, challenge and quantify the potential synergies available fr om the integration of the NortonLifeLock and Avast businesses, and to undertake an initial planning exercise. In preparing the detailed synergy plan, both NortonLifeLock and Avast have shared certain operating and financial information to support the evaluation of the potential synergies available from the Merger and have conducted a series of virtual meetings with the key management personnel of both NortonLif eLo ck and Avast. This has included input from both the NortonLifeLock and Avast executive leadership teams. Based on the information shared and interactions with Avast, the Working Group has performed a bottom - up analysis of costs inclu ded in the NortonLifeLock and Avast financial information and has sought to include in the synergy analysis those costs which the Working Group believe will be either opti mis ed or reduced as a result of the Merger. In circumstances where the information provided by Avast has been limited for commercial or other reasons, the Working Group has ma de estimates and assumptions to aid its development of individual synergy initiatives. The assessment and quantification of the potential synergies have in turn been in formed by NortonLifeLock management’s industry experience as well as their experience of executing and integrating acquisitions in the past. The baseline used as the basis for the Quantified Financial Benefits Statement is NortonLifeLock’s adjusted cost base for the fi nancial year ended 2 April 2021, supported where relevant by certain information from NortonLifeLock’s budgeted cost base for the financial year ended 1 April 2022, and Avast’s adjusted cost base for the financial year ended 31 December 2020, supported where relevant by certain information from Avast’s budgeted cost base for the financial year ended 31 December 2021. Legal Disclaimers (cont’d) 5
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Bases of belief and principal assumptions (continued) The quantified synergies are incremental to NortonLifeLock’s and, to the best of NortonLifeLock’s knowledge, Avast’s existing pl ans. In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudence in the calculation of th e e stimated synergy benefit set out above. In arriving at the estimate of synergies set out in the Quantified Financial Benefits Statement, the NortonLifeLock managemen t h as made the following assumptions: ▪ regarding organisational savings: ▪ savings will be possible by removing duplicate resource through the roll - out of the revised operating model; ▪ the Combined Company will be able to standardise and roll - out best practice systems and procedures, to generate efficiency and e nable headcount reductions; and ▪ no restrictions or delays will arise as a result of industrial relations or employment agreements that significantly affect t he realisation of savings by removing duplicate resource; ▪ there will be no material impact on the underlying operations of either company or their ability to continue to conduct their bu sinesses, including as a result of, or in connection with, the integration of the Avast Group and the NortonLifeLock Group; ▪ the Combined Company’s product offering generates at least the same level of total revenues as the Avast’s and NortonLifeLock ’s offerings currently generate; ▪ procurement savings can be realised through rationalising suppliers and renegotiating supplier terms; ▪ there will be no material change to macroeconomic, political, regulatory, legal or tax conditions in the markets or regions i n w hich NortonLifeLock and Avast operate that will materially impact the implementation of, or costs to achieve, the expected cost savings; ▪ there will be no material divestments from the existing businesses of either NortonLifeLock or Avast; ▪ there will be no material change in current foreign exchange rates; and ▪ there will be no business disruptions that materially affect either company, including natural disasters, acts of terrorism, cyb er - attacks and/or technological issues or supply chain disruptions. Reports As required by Rule 28.1(a) of the Code, Deloitte, as reporting accountants to NortonLifeLock, and Evercore, as financial adv ise r to NortonLifeLock, have provided the reports required under the Code. Copies of those reports were set out in the Rule 2.7 Announcement. As required by Rule 27.2(d) of the Code, the NortonLifeLock Directors confirm that: 1. there have been no material changes to the Quantified Financial Benefits Statement since 10 August 2021 and the Quantified Fi nan cial Benefits Statement remains valid; and 2. each of Deloitte and Evercore has confirmed to NortonLifeLock that their respective reports produced in connection with the Q uan tified Financial Benefits Statement continue to apply. Legal Disclaimers (cont’d) 6
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Notes 1. The Quantified Financial Benefits Statement relates to future actions and circumstances which, by their nature, involve risks , u ncertainties and contingencies. In addition, due to the scale of the Combined Company, there may be additional changes to the Combined Company’s operations. As a result, the est ima ted synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estim ate d. 2. The Quantified Financial Benefits Statement should not be construed as a profit forecast or interpreted to mean that NortonLi feL ock’s earnings in the first full year following the Effective Date, or in any subsequent period, will necessarily match or be greater than or be less than those of NortonLifeLoc k o r Avast for the relevant preceding financial period or any other period. 3. For the purposes of Rule 28 of the Code, the Quantified Financial Benefits Statement is the responsibility of NortonLifeLock and the NortonLifeLock Directors. Legal Disclaimers (cont’d) 7
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Today’s Presenters Natalie Derse CFO Vincent Pilette C E O 8
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Agenda Transaction Overview I Financial Overview III Appendix IV NortonLifeLock + Avast Overview II 9
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. + Transaction Overview 10
▪ On August 10 th , 2021, NortonLifeLock Inc. (“NortonLifeLock” or the “Company”) announced a definitive agreement to purchase Avast plc (“Avast”) for a mix of cash and stock, with alternative consideration elections available to Avast shareholders (the “Proposed Merger ”) ▪ In the Majority Cash Option, the consideration would be comprised of approximately $6.1 billion in cash and approximately $2. 5 b illion in new NortonLifeLock common stock (1) ▪ In August 2021, the Company raised $1,750 million of Term Loan A to fund a portion of the cash consideration of the Merger ▪ In February 2022, the Company raised $3,690 million of Term Loan B and $410 million of Incremental Term Loan A to fund the remainder of the cash consideration as well as general corporate purposes ▪ On September 2 nd , 2022, the Competition and Markets Authority (the “CMA”) in the United Kingdom cleared the Proposed Merger. The Proposed Merger is expected to close on September 12 th , 2022 ▪ Separately, NortonLifeLock is seeking to raise $1,200 million of new 5 - year and 8 - year Senior Unsecured Notes (the “Transaction” ) ▪ To (i ) fund cash to the balance sheet following the repayment of the 2.00% Convertible Notes due 2022 and 3.95% Senior Notes due 2022 at their stated maturities, (ii) together with cash on hand and drawings under the new senior credit facilities, fund the acquisition of Avast, including the payment of related fees and expenses and (iii) for general corporate purposes (including share buybacks ) ▪ Pro forma for the Transaction, Total Leverage and Net Leverage will be 4.3x and 4.0x , respectively, based on LTM 7/1/2022 Pro Forma Adj. Debt Covenant EBITDA of $ 2,284 million, including $280 million of expected annual gross cost synergies 11 Avast + NortonLifeLock Executive Summary ____________________ (1) Reflects Majority Cash Option (as described in the scheme document): Assumes Avast Directors, including Founders, representing ~36% of Avast shares outstanding, elect the Majority Stock Option (as described in the scheme document) and remaining ~64% of shareholders elect Majority Cash Option . Based on NortonLifeLock’s Closing share price of $27.20 per share as of July 13, 2021, being the last business day prior to commencement of the offer period followin g t he leak on July 14, 2021. Copyright © 202 2 NortonLifeLock + Avast . All rights reserved.
12 Avast + NortonLifeLock Refinancing Sources & Uses Pro Forma Capitalization ____________________ Note: Excludes transaction fees and expenses. (1) As further adjusted for the 2022 convertible notes repayment and all of the Transactions, including the Proposed Merger and the entry by the Combined Company into the senior credit facilities. (2) Cash and cash equivalents on an as adjusted basis do not reflect the initial purchasers’ discount, fees or commissions or our offering expenses. (3) As adjusted for the Transactions, the Combined Company would have approximately $1,500 million of availability under the revolving portion of its senior credit facilities . (4) New Pro Rata Credit Facilities and Term Loan B due 5 years and 7 years from closing of the Proposed Merger. (5) As adjusted for the 2022 convertible notes repayment, NortonLifeLock would have approximately $[1,000] million of availability under the revolving portion of its existing credit facilities. Copyright © 202 2 NortonLifeLock + Avast . All rights reserved. ▪ NortonLifeLock to raise $1,200 million of new 5 - year and 8 - year Senior Unsecured Notes to (i) fund cash to the balance sheet following the repayment of the 2.00% Convertible Notes due 2022 and 3.95% Senior Notes due 2022 at their stated maturities, (ii) together with cash on hand and drawings under the new senior credit facilities, fund the acquisition of Avast, including the payment of related fees and expenses and (iii) for general corporate purposes (including share buybacks) ▪ Pro forma for the T ransaction, Total Leverage and Net Leverage will be 4.3x and 4.0x, respectively , based on LTM 7/1/22 Pro Forma Adj. Debt Covenant EBITDA of $2,284 million, including $280 million of expected annual gross cost synergies ($ in millions) As of July 1, 2022 Pro Forma Capitalization Maturity Actual As Adjusted Cash and Cash Equivalents (2) $1,291 $767 New Senior Credit Facilities Revolving Credit Facility ($1,500) (3) 2027 (4) $-- $-- Term Loan A 2027 (4) -- 3,910 Term Loan B 2029 (4) -- 3,690 Existing Credit Facilities Revolving Credit Facility ($1,000) (5) 5/7/2026 -- -- Initial Term Loan A 5/7/2026 1,009 -- Delayed Term Loan A 5/7/2026 694 -- 1.29% Avira Mortgage due 2029 12/30/2029 4 4 0.95% Avira Mortgage due 2030 12/30/2030 4 4 NortonLifeLock Secured Debt $1,711 $7,608 2.00% Convertible Notes due 2022 8/15/2022 525 -- 5.00% Senior Notes due 2025 4/15/2025 1,100 1,100 New Senior Unsecured Notes 5 / 8 Years -- 1,200 NortonLifeLock Total Debt $3,336 $9,908 Net Debt $2,045 $9,141 Summary Financial & Credit Statistics LTM NortonLifeLock Adj. Debt Covenant EBITDA $1,507 $1,507 LTM Avast Adj. Debt Covenant EBITDA -- 497 Estimated Annual Gross Cost Synergies -- 280 LTM Pro Forma Adj. Debt Covenant EBITDA $1,507 $2,284 Secured Debt / LTM Pro Forma Adj. Debt Covenant EBITDA 1.1x 3.3x Secured Net Debt / LTM Pro Forma Adj. Debt Covenant EBITDA 0.3x 3.0x Total Debt / LTM Pro Forma Adj. Debt Covenant EBITDA 2.2x 4.3x Net Debt / LTM Pro Forma Adj. Debt Covenant EBITDA 1.4x 4.0x (1) ($ in millions) Sources of Funds Amount New Senior Unsecured Notes $1,200 Total Sources $1,200 Uses of Funds Amount Cash to Balance Sheet $1,200 Total Uses $1,200
13 Avast + NortonLifeLock Senior Unsecured Notes Copyright © 202 2 NortonLifeLock + Avast . All rights reserved. Issuer NortonLifeLock Inc. (the “Issuer”) Issue Senior Unsecured Notes Guarantors Jointly and severally guaranteed by existing and future domestic subsidiaries that guarantee the Issuer's obligations under t he new senior credit facilities (1) Assumed CFR (2) Ba2 / BB / BB+ Assumed Issue Rating (2) B1 / BB - / BB+ Use of Proceeds To (i) fund cash to the balance sheet following the repayment of the 2.00% Convertible Notes due 2022 and 3.95% Senior Notes due 2022 at their stated maturities, (ii) together with cash on hand and drawings under the new senior credit facilities, fund the acquisition of Avast, including the payment of related fees and expenses and (iii) for general corporate purposes (including share buybacks) Amount $1,200 million Maturity 5 Years 8 Years Optional Redemption NC - 2 NC - 3 Equity Claw For the non - call period, up to 40% of the Notes of each series may be redeemed with the proceeds from certain equity issuances a t Par plus the coupon Change of Control 101% plus accrued and unpaid interest Negative Covenants Substantially the same as existing Senior Unsecured Notes due 2025 (3) Distribution Method 144A for Life ____________________ (1) Initially, the guarantors will be LifeLock, Inc., Avira, Inc ., EMBP 455, LLC, Kintiskton LLC and Guardsman LLC . (2) A corporate family or securities rating is not a recommendation to buy, sell or hold securities and may be subject to revisio n o r withdrawal at any time. (3) Covenants will be adjusted to allow the acquisition of Avast.
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. + NortonLifeLock + Avast Overview 14
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Key Credit Highlights 15 Consumer - Focused Management Team with Deep Expertise and Proven Track Record of Success Comprehensive Product Offerings Across Identity, Security and Privacy Strong Position in Large and Underpenetrated Cyber Safety Market Disciplined Financial Policy with Path to Deleveraging Expansive Customer Base with Broad Global Reach and Significant Cross - Sell Opportunities Robust Margins with Strong Free Cash Flow Generation Large Synergy Opportunity with a Clear Path to Synergy Realization
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Brought Together with a Common Vision NortonLifeLock’s Vision is to protect and empower people to live their digital lives safely Avast’s Vision i s empowering digital citizens for safer online experiences Empowering Digital Freedom for Everyone Copyright © 2022 NortonLifeLock. All rights reserved. 16
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. NortonLifeLock at a Glance ~ 80 M T otal C ustomers 23M+ D irect C ustomers 85% + A nnua l R etention R ate $ 8.82 D irect ARPU (Monthly) (2) Summary Financials (3) SECURITY Protects PCs, Macs and mobile devices against malware, viruses, adware, ransomware and other online threats IDENTITY PROTECTION Monitors , detects, and alerts for identity theft; provides restoration support and services in the event of a breach ONLINE PRIVACY Secures online privacy and anonymity with bank - grade VPN encryption and other services to secure user privacy $ 2.8B+ LTM R evenue $0.9B+ LTM Free Cash Flow Consumer Cyber Safety Metrics (1) 17 Source: Company filings. Note: Dollars in USD. All numbers presented are non - GAAP unless otherwise indicated. Amounts may not add due to rounding. See ap pendix for reconciliation of financial measures from GAAP to non - GAAP. Periods LTM and Q1’23 end July 1, 2022. 1) As of Q1 FY23. 2) Direct ARPU based on average customer count for the period . Direct ARPU includes foreign exchange headwind of $0.31 Y/Y, $0.15 Q/Q. 3) For the last twelve months ending in July 1, 2022. 4) Free cash flow is defined as cash flows from operating activities less purchases of property and equipment . 54 % LTM Reported EBITDA M argin ( 4 )
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast at a Glance ( 2 ) 435 M + Monthly Active Users ~16 M D irect C ustomers 69 % A nnua l R etention R ate $ 4.21 Average Revenue Per Customer (Monthly) (4) Summary Financials (5) CONSUMER DIRECT ▪ Next Gen Antivirus – Secures your digital life and activities ▪ Utilities – Clean your devices for optimal operations ▪ VPN – Ensures online privacy at home or mobile ▪ Antitrack – Stops invasive online tracking ▪ Breachguard – Remediation and data management tool CONSUMER INDIRECT ▪ Advertising and Distribution – Ad and 3rd party software placements ▪ Secure Browsing and Commerce – Secure web browsing and shopping products SMB ▪ Endpoint Protection Solutions – Secures small business with managed AV protection ▪ Network Security Solutions – Protection of the corporate network against the most advanced threats $ 942M LTM Adj. R evenue 53 % LTM Adj. EBITDA M argin Consumer Cyber Safety Metrics Source: Company filings. Note: Dollars in USD. Avast’s fiscal year is the calendar year. H1 represents 6 - month period ending June 30, 2022. LTM represents the last twelve months ending June 30, 2022. 1) As of Q4 FY21. 2) Avast’s Desktop Customer retention rate in the first half of 2021 . 3) Direct Customers are defined as users who have at least one valid paid Consumer Direct subscription (or license) at the end o f t he relevant period. As of June 30, 2022. 4) Average Revenue per Customer is defined as the Consumer Direct revenue for the period of the last twelve months divided by the simple average number of Customers during the same period , which is then divided by twelve . Represents 6 - month period ending June 30, 2022. 5) For last twelve months ending June 30, 2022. 6) Levered Free Cash Flow is defined as Unlevered Free Cash Flow less cash interest and lease payments. See Appendix for reconci lia tion of Unlevered Free Cash Flow . 18 $405M LTM Levered Free Cash Flow (6) ( 3 ) ( 1 )
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Cyber Safety still significantly underpenetrated CORE CYBER SAFETY & ADJACENT TRUST - BASED SOLUTIONS Source: IDC, Gartner, Javelin Strategy & Research, GlobalInfoResearch, Maia Research, Statista, public company filings, NortonLifeLock Estimates. Connected Home $16 B+ 5 - 10% CAGR 2020 $13 B+ 2023 Additional $ 10 B+ 10 - 15 % CAGR global internet users 5 billion Penetrated for Cyber Safety Paid Subscribers < 5% Avast + NortonLifeLock Large and Growing TAM Opportunity 19
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. • Increase in threats and attacks, which have become extremely sophisticated • More targeted, more complex and faster • Identity records and confidential personal information sold in underground markets • A $6 trillion problem, touching many elements of our modern society • People’s dependence on technology has only increased, fueled by an increasingly digital and connected world Source: $6 trillion cybercrime, Cybersecurity Ventures, Cybercrime magazine November 2020. Represents dollars lost due to cyb erc rime activites. Copyright © 2022 NortonLifeLock + Avast. All rights reserved. The Problem: Cyber Criminality Expanded Reach Dark Economy Re - Sell Market More Activities Avast + NortonLifeLock 20
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. A Differentiated Approach GIGA - SCALE ENDPOINT VISIBILITY Visibility on threat and behavioral trajectories across 500 million+ endpoints and networks NEXT - GEN INSIGHT AI - based enrichment and best - in - class analytics of multi - factor, large - scale behavior data in real - time AUTONOMOUS DEFENSE Automation of the detection pipeline by leveraging modern, featureless, explainable AI PERSONALIZED PROTECTION AI - powered creation of safe environment that matches the security, privacy and identity needs of individual users Technology - Based Solution Scale and Visibility ● Geographically Distributed Cloud Data Platform ● Advanced AI - based Automation Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock 21
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock Comprehensive Offering in Consumer Cyber Safety Identity Privacy Security INDIVIDUALS & FAMILIES Identity Protection Performance & Utility Privacy & Access Connected Home Device Security Restoration & Insurance 22 Family Safety
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Combined Customer Universe 5 billion G lobal Internet U sers TOTAL USERS DIRECT CUSTOMERS TOTAL USERS 500 M+ ~40 M DIRECT CUSTOMERS Avast + NortonLifeLock Avast + NortonLifeLock 23
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock Significant Cost Synergies Opportunity Estimated phasing of gross cost synergies 1 : On run - rate basis ~60% achieved by end of year 1 and 100% achieved by end of year 2 On reported basis ~$75M of cost savings realized in year 1, ~$245M in year 2, full ~$280M in year 3+ Commitment to: Innovation ● Comprehensive Portfolio (Free & Paid) ● Data Privacy ● Transparency Represents ~15% - 20% of combined spend (adjusted cost of sales + opex) Expected to incur one - off costs of ~$280M to achieve synergies ~$280 Million annual gross cost synergies 1 • Adoption of shared best practices • Reduction of duplicate roles • <4,000 employees post - integration • Common data & security platform • Integration of systems • Shared tech & analytics infrastructure • Site rationalization • Procurement and vendor consolidation • Spend de - duplication ~25% Organization Systems & Infrastructure Contracts & Shared Services Provides new reinvestment capacity for innovation, partnerships and marketing 1. Following completion of the Merger. Synergies presented pre - tax, excluding one - off restructuring and integration costs and poten tial reinvestment. ~25% ~50% % of Gross Cost Synergies 24
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Enhance Customer Experience & Retention Localized experiences & customer service differentiation Solidifying our foundation for driving double - digit revenue growth in the long - term Broader Global Reach Larger global user base & geographic footprint Cross - Sell Enhanced Products & Solutions Improves core security & strengthens privacy & identity New & Diversified Sales Channels Scales freemium, addresses SOHO/VSB segments & expands partnerships Expand into Adjacent Trust - Based Solutions Avast + NortonLifeLock Further Upside: Return from new reinvestment capacity for innovation and growth 25 Drive innovation & enter new markets supported by strong balance sheet & new reinvestment capacity
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. + Financial Overview 26
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. 27 NortonLifeLock Update – Q1 FY23 Business Highlights Source: Company filings. Note: Dollars in USD millions. All numbers presented are non - GAAP unless otherwise indicated. Amounts may not add due to rounding. See appendix for reconciliation of financial measures from GAAP to non - GAAP. Periods Q1 FY22 and Q1 FY23 end July 2, 2021 and July 1, 2022 respectively. 1) Bookings are defined as customer orders received that are expected to generate net revenues in the future. 2) Revenue growth based on non - GAAP revenue excluding the Avira deferred revenue haircut amortization recognized during each respective period. 3) Reported EBITDA is defined as Non - GAAP EBITDA excluding the impact of certain items that we do not consider indicative of our co re operations. See Appendix for reconciliation of Reported EBITDA. 4) Free cash flow is defined as cash flows from operating activities less purchases of property and equipment. See Appendix for reconciliation of Free Cash Flow. Bookings (1) YoY growth % 12% 1% • 12 th consecutive quarter of Bookings growth, up 5% Y/Y in CC; Revenue up 6% Y/Y in CC • Operating margin up 250 bps Y/Y and EPS up 7% Y/Y • Retention remains strong at 85%; Direct customer count up 210K Y/Y and down 216K Q/Q $660 $663 Q1 FY22 Q1 FY23 Revenue (2) $691 $708 Q1 FY22 Q1 FY23 Reported EBITDA (3) % margin 52% 54% $358 $383 Q1 FY22 Q1 FY23 Free Cash Flow (4) $257 $213 Q1 FY22 Q1 FY23 YoY growth % 10% 2% % margin 37% 30% Copyright © 202 2 NortonLifeLock + Avast . All rights reserved.
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. $89 $6 $6 $7 FY20A FY21A FY22A LTM 28 NortonLifeLock Standalone Historical Financials Source: Company filings. Note: Results presented are continuing operations and excludes enterprise dedicated revenues and costs. Periods FY21, FY22, and LTM Q1 FY23 end April 2, 2021, April 1, 2022, and July 1, 2022 respectively . See Appendix for reconciliation of Reported EBITDA and Free Cash Flow. 1. Represents non - GAAP revenue excluding the Avira deferred revenue haircut amortization recognized during each respective period. FY20A includes ID Analytics’ solutions and 1 extra week of revenue ($4 4mm ). 2. Free cash flow is defined as cash flows from operating activities less purchases of property and equipment . FY20A includes Q1’20 – Q3’20 of combined business and Q4’20 of consumer business only since c apEx and free cash flow were disclosed on a consolidated basis only during Q1’20 - Q3’20. Net Revenue (1) Free Cash Flow (2) CapEx (2) $2,490 $2,556 $2,807 $2,824 FY20A FY21A FY22A LTM As Reported, $ in millions YoY growth % 1% 3% 10% 7% EBITDA - CapEx % margin 36% 51% 53% 54% Symantec NortonLifeLock ($950) $700 $968 $924 FY20A FY21A FY22A LTM Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Non - GAAP Reported EBITDA (1) $991 $1,316 $1,496 $1,521 FY20A FY21A FY22A LTM % margin 40% 51% 53% 54% % margin (38%) 27% 34% 33% Symantec NortonLifeLock
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. 29 NortonLifeLock – KPIs Notes : Periods FY21, FY22, and Q1 FY23 end April 2, 2021, April 1, 2022, and July 1, 2022 respectively . 1. Bookings are defined as customer orders received that are expected to generate net revenues in the future. Bookings growth is no rmalized for purpose of this presentation, FY21 excludes impact of extra week in Q1 FY20 ($44M) and divestiture of ID Analytics in Q4 FY20. 2. FY20 bookings and growth represent Consumer Reported Billings (excluding IDA). Growth is normalized to exclude approx. $44mm of revenue from the extra week in Q1 FY20. 3. Bookings growth is in constant currency. 4. Includes Avira starting in Q4 FY21 (~$4.50 ARPU). Direct Customer Count (Period - Ending Customer Count , Millions ) Retention Rate (Unit Based) Average Revenue Per User ( ARPU) (3) ( Monthly) 20.2 23.0 23.5 23.3 FY20 FY21 FY22 Q1 FY23 85% 85% 85% 85% FY20 FY21 FY22 Q1 FY23 $8.90 $9.01 $8.90 $8.82 FY20 FY21 FY22 Q1 FY23 Bookings (1) Copyright © 2022 NortonLifeLock + Avast. All rights reserved. $2,466 $2,671 $2,885 $663 FY20 FY21 FY22 Q1 FY23 YoY growth % 3% 8% 8% 5% (3) (2)
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. $471 $472 H1 FY21 H1 FY22 30 Avast Update – Recent Business Highlights Source: Company filings. Note: Dollars in USD millions. Avast’s fiscal year is the calendar year. H1 represents 6 - month period ending June 30. 1) Organic growth rate excludes the impact of foreign exchange rates, acquisitions, business disposals, and Discontinued Busines s. It excludes current period billings and revenue of acquisitions until the first anniversary of their consolidation. 2) Billings represent the full value of products and services being delivered under subscription and other agreements and includ e s ales to new end customers plus renewals and additional sales to existing end customers. See Appendix for reconciliation of Billings. 3) See Appendix for reconciliation of Adjusted Revenue and Adjusted EBITDA. 4) Levered Free Cash Flow is defined as Unlevered Free Cash Flow less cash interest and lease payments. See Appendix for reconci lia tion of Unlevered Free Cash Flow. • H1 FY22 Billings growth up 7% and revenue growth up 3% YoY on an organic basis (1) • Strong profitability with HY FY22 Adj. EBITDA margin of ~53% • H1 FY22 performance reflects challenging global and competitive environment offset by Avast initiatives: Avast One, SecureLine VPN, Scan Lander and new product suites launch (Essential, Premium and Ultimate Business) Copyright © 202 2 NortonLifeLock + Avast . All rights reserved. Billings (2) $483 $484 H1 FY21 H1 FY22 Adj. Revenue (3) Levered Free Cash Flow (4) $249 $204 H1 FY21 H1 FY22 Organic YoY growth % 1% 7% Organic YoY growth % % margin 53% 43% (1) YoY growth % 3% 0% YoY growth % (1) 0% 3% 9% 10% Adj. EBITDA (3) $270 $250 H1 FY21 H1 FY22 % margin 57% 53%
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. 31 Notes : Avast’s fiscal year is the calendar year. LTM represents the last twelve months ending in June 30, 2022. 1. Adjusted Revenue represents Avast Group’s revenue adjusted for the Deferred Revenue Haircut Reversal and the Gross - Up Adjustment . Avast Group considers Adjusted Revenue as an appropriate supplemental measure of earnings as it excludes non - recurring and other items, notably accounting adjustments related to business combinations. See Appendix for reconc iliation of Adjusted Revenue . 2. Avast calculated Adjusted EBITDA for the two quarters ending June 30, 2022 in the same manner as for the year ended December 31, 2021. See “Avast - Reconciliation of Billings, Adjusted Revenue and A djusted EBITDA” in the Appendix attached hereto. Adjusted EBITDA margin percentage is defined as Adjusted EBITDA divided by Revenue. 3. Organic growth rate excludes the impact of foreign exchange rates, acquisitions, business disposals, and Discontinued Business. It ex clu des current period billings and revenue of acquisitions until the first anniversary of their consolidation. FX impact for 2020 and 2019 was calculated by restating 2020 actuals to 2019 FX rates and 2019 actuals to 2018 FX rates respectively. 4. Levered Free Cash Flow is defined as Unlevered Free Cash Flow less cash interest and lease payments. See Appendix for reconciliation of Unlevered Free Cash Flow . Adjusted Revenue (1) Adjusted EBITDA (2) Levered Free Cash Flow (4) Capex Avast Standalone Historical Financials $873 $893 $941 $942 2019 2020 2021 LTM (3) $483 $496 $518 $497 2019 2020 2021 LTM % margin 55% 55% 55% 53% $370 $414 $450 $405 2019 2020 2021 LTM $30 $15 $13 $14 2019 2020 2021 LTM As Reported, $ in millions Organic YoY growth % 8% 8% YoY growth % 6% 2% 5% 1% EBITDA - CapEx % margin Copyright © 2022 NortonLifeLock + Avast. All rights reserved. % margin 9% 52% 54% 54% 51% 42% 46% 48% 43%
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast – KPIs Notes: Avast’s fiscal year is the calendar year. H1 FY22 represents 6 - month period ending June 30, 2022. 1. Organic growth rate excludes the impact of foreign exchange rates, acquisitions, business disposals, and Discontinued Business. It ex clu des current period billings and revenue of acquisitions until the first anniversary of their consolidation. FX impact for 2020 and 2019 was calculated by restating 2020 actuals to 2019 FX rates and 2019 actuals t o 2 018 FX rates respectively. 2. Billings represent the full value of products and services being delivered under subscription and other agreements and include sales t o n ew end customers plus renewals and additional sales to existing end customers. See Appendix for reconciliation of Billings. 3. Average Revenue per Customer is defined as the Consumer Direct revenue for the period of the last twelve months divided by th e a verage Direct Customers during the same period, which is then divided by twelve. 4. Direct Customers are defined as users who have at least one valid paid Consumer Direct subscription (or license) at the end of the relevant period . 5. Average Products per Customer is defined as the total valid licenses or subscriptions for the period of last twelve months divided by the average Direct Customers during the sa me period. 15.6 16.5 16.4 15.6 2019 2020 2021 H1 FY22 $3.59 $3.80 $4.12 $4.21 2019 2020 2021 H1 FY22 (1) $911 $922 $948 $484 2019 2020 2021 H1 FY22 32 Organic YoY growth % YoY growth % Billings (2) ($ in Millions) Average Revenue Per Customer (ARPC) (3) ($ Monthly) EoP Customers (4) (Millions) Average Products Per Customer (APPC) (5) (x) 6% 8% 1% 7% 3% 4% Copyright © 2022 NortonLifeLock + Avast. All rights reserved. 1.37 1.41 1.43 1.45 2019 2020 2021 H1 FY22 0% 7%
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. • Return 100% of FCF (excl. M&A) over the long - term • Maintain current quarterly dividend of $0.125 per share • Increasing current share repurchase program of ~$1.8B to up to ~$4.8B depending on Avast shareholders' elections ~$ 1.5B Annual Free Cash Flow (Pre - Synergies) 1 Growing in - line with the business Operate at ~2 - 3x Net Leverage Growth - Focused Capital Deployment Maximize Value to Shareholders LONG - TERM CAPITAL ALLOCATION Regular Dividend of $0.50 / share (annually) Acquisitions Growth - Focused ● Strong Cash Flow Generation ● Resilient Balance Sheet 1 Based on reported full year results, for the year ended April 1, 2022 for NortonLifeLock and December 31, 2021 for Avast, and excluding stranded costs. Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Share Buyback Avast + NortonLifeLock Long - Term Capital Allocation 33
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Leverage ▪ NortonLifeLock expects to de - lever on a combined basis post - Closing of the Merger ▪ The Combined Company expects strong free cash flow generation to support net leverage of approximately 2.0x to 3.0x over the long - term, supporting NortonLifeLock's long - term capital allocation strategy, while maintaining flexibility to deploy capital into R&D, tuck - in acquisitions, as well as dividends and share buybacks to support growth and maximize value for shareholders Liquidity ▪ ~$ 1.5 billion annual free cash flow anticipated growing in line with the business ▪ At Closing, NortonLifeLock will have a $1,500 million RCF – upsized from $1,000 million in conjunction with the Merger financing – as well as cash resources to manage short - term liquidity ▪ Post transaction, NortonLifeLock’s liquidity will be further strengthened by enhanced cash flow generation of the combined entity Buybacks & Dividends ▪ Expect to maintain current quarterly dividend of $0.125 per share ▪ Depending on Avast shareholder elections, NortonLifeLock may implement an incremental post - Merger share buyback of up to ~$ 3 billion, subject to market conditions and other capital requirements Avast + NortonLifeLock NortonLifeLock Pro - Forma Financial Policy 34
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast + NortonLifeLock Pro Forma Financial Profile 35 Source: Company filings. Note: Dollars in USD millions. Amounts may not add due to rounding . Pro Forma financials are for the LTM periods ending 7/1/22 and 6/30/22 for NortonLifeLock and Avast respectively (the latest audited periods). 1) We believe non - GAAP financial measures, when taken together with corresponding GAAP financial measures, provide meaningful suppl emental information regarding our operating performance. These non - GAAP financial measures are not computed according to GAAP an d the methods we use to compute them may differ from the methods used by other companies. Non - GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP and should be read only in conjunction w ith NortonLifeLock’s consolidated financial statements prepared in accordance with GAAP. See “Use of Non - GAAP and Non - IFRS Financial Information” for more information on limitations of non - GAAP financial measures. 2) NortonLifeLock calculates Revenues (Non - GAAP) to exclude the Avira, Inc. deferred revenue haircut amortization recognized during the twelve months ended July 1, 2022. Avast makes adjustments in a similar manner, although it uses slightly different termin ol ogy than NortonLifeLock - Deferred Revenue Haircut Reversal for net contract liabilities fair value adjustment. 3) NortonLifeLock calculates Operating Income (Non - GAAP) as GAAP operating income net of contract liabilities fair value adjustment , stock - based compensation, amortization of intangible assets, restructuring and other costs (including acquisition and integrat ion costs), and other cost of revenues and operating expense. Avast makes adjustments in a similar manner, although uses slightly different terminology tha n N ortonLifeLock – operating profit/loss for operating income, Deferred Revenue Haircut Reversal for net contract liabilities fair value adjustment, share - based payments including related employer’s costs for stock - based compensation, amortization of acquisition intangible assets for amortization of intangible assets, and exceptional items for res tructuring and other costs (including acquisition and integration costs). NortonLifeLock calculates Reported EBITDA (Non - GAAP) as Operating Income (Non - GAAP) before depreciation and amortization. For a more detailed description of Avast’ s non - GAAP metrics and how Avast calculates them, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Avast — Key performance indicators” as filed on NortonLifeLock’s Current Report on Form 8 - K filed on September 7, 2022. NortonLifeLock calculates Adjusted Debt Covenant EBITDA (Non - GAAP) as Reported EBITDA (Non - GAAP) less other non - operating expense (income), net and before debt covenant specified unrealized cost savings. See Appendix for a reconciliation of operating income (GAAP) to Operating Income (Non - GAAP ), Reported EBITDA (Non - GAAP) and Adjusted Debt Covenant EBITDA. 4) Represents cash and cash equivalents as adjusted for the Transactions and the 2022 convertible notes repayment, and is not re fle ctive of the initial purchasers’ discount, fees or commissions or our offering expenses. 5) Represents total principal amount of debt as adjusted for the Transactions and the 2022 convertible notes repayment. LTM Ended July 1, 2022 LTM Ended June 30, 2022 IFRS to US GAAP Alignment Adjustments Pro Forma Transaction Adjustments Pro Forma Condensed Combined Financial Information (non-GAAP) (1) Revenues (Non-GAAP) (2) $2,824 $942 $ - $ - $3,766 Operating Income (Non-GAAP) (3) 1,506 476 - - 1,982 Reported EBITDA (Non-GAAP) (3) 1,521 497 - - 2,018 Adjusted Debt Covenant EBITDA (Non-GAAP) (3) 2,284 Debt and Leverage Cash and cash equivalents (4) $767 Debt (5) $9,908 Net Debt (4) (5) $9,141 Ratio of Debt to Adjusted Debt Covenant EBITDA (Non-GAAP) (5) 4.34x Ratio of Net Debt to Adjusted Debt Covenant EBITDA (Non-GAAP) (4) (5) 4.00x
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. + Appendix 36
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Source: Company filings. Note: Dollars in USD millions. Amounts may not add due to rounding. Periods FY21, FY22, and Q1 FY23 end April 2, 2021, April 1, 2022, and July 1, 2022 respectively. LTM represents the last twelve months ending in July 1, 2022. (1) Other non - operating expense, net is equal to total non - operating expense, net excluding net interest expense, loss (gain) on extinguis hment of debt, and gain on sale of properties . NortonLifeLock - Reconciliation of Reported EBITDA and Free Cash Flow 37 FY20 FY21 FY22 LTM Q1 FY23Net income $3,887 $554 $836 $855 $200 Adjustments: (Income) loss from discontinued operations (3,309) 142 - - - Net interest expense 116 140 126 123 29 Income tax expense (benefit) 241 176 206 164 29 Depreciation and amortization 231 150 140 133 29 EBITDA (Non-GAAP) 1,166 1,162 1,308 1,275 287 Adjustments to EBITDA: Contract liabilities fair value adjustment - 5 11 7 1 Stock-based compensation 120 70 70 74 24 Restructuring and other costs 266 161 31 26 2 Acquisition and integration costs - 4 37 44 8 Litigation settlement charges (benefit) 20 29 202 257 58 Loss (gain) on extinguishment of debt - (20) 3 (2) - Gain on sale of properties - (98) (175) (175) - Gains on divestiture & sale of equity method investments (629) - - - - Loss from equity interest 31 - - - - Other cost of revenues and operating expense - - - 1 - Other non-operating expense (income), net (1) 16 3 9 14 3 Reported EBITDA (Non-GAAP) $991 $1,316 $1,496 $1,521 $383 Cash Flow From Operations ($861) $706 $974 $931 $215 Capital Expenditures 89 6 6 7 2 Free Cash Flow (Non-GAAP) ($950) $700 $968 $924 $213
Avast - Reconciliation of Billings, Adjusted Revenue and Adjusted EBITDA 38 FY19 FY20 FY21 LTM H1 FY22 Revenue $871 $893 $941 $940 $470 Net deferral of revenue 40 29 7 9 13 Billings $911 $922 $948 $949 $484 Revenue $871 $893 $941 $940 $470 Deferred Revenue Haircut Reversal (1) 2 - - 2 2 Gross-Up Adjustment (2) 0 - - - - Adjusted Revenue $873 $893 $941 $942 $472 Operating profit $345 $335 $395 $341 $173 Adjustments: Share-based payments (incl. employer’s costs) 25 23 47 52 22 Exceptional items 2 50 32 57 29 Amortisation of acquisition intangible assets 88 66 23 25 14 Deferred revenue haircut reversal/other 2 - - 2 2 COGS deferral adjustments (0) - - - - Depreciation 19 20 19 19 11 Amortisation of non-acquisition intangible assets 3 2 3 1 0 Adjusted EBITDA $483 $496 $518 $497 $250 Source: Company filings. Note: Dollars in USD millions. Amounts may not add due to rounding. Avast’s fiscal year is the calendar year. H1 represents 6 - month period ending June 30. LTM represents the last twelve months ending in June 30, 2022. 1) Under IFRS 3, Business Combinations, an acquirer must recognize assets acquired and liabilities assumed at fair value as of the acquisition date. The process of determining the fair value o f d eferred revenues acquired often results in a significant downward adjustment to the target’s book value of deferred revenues. The reversal of the downward adjustment to the book value of deferred revenues of c omp anies Avast Group has acquired during the periods under review is referred to as the “Deferred Revenue Haircut Reversal.” 2) The Gross - Up Adjustment” refers to the estimated impact of the additional amount of 2015 and 2016 revenue and expenses and their deferral that would have been recognized by Avast Group had the contractual arrangements with certain customers qualified to ha ve been recognized on a gross rather than a net basis prior to 2017 (AVG had historically recognized Billings and revenues on a gross ba sis, whereas Avast Group recognized them on a net basis ). Copyright © 2022 NortonLifeLock + Avast. All rights reserved.
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Avast - Reconciliation of CFO to Levered Free Cash Flow 39 FY19 FY20 FY21 LTM H1 FY22 Net cash flows from operating activities $399 $457 $469 $403 $191 Adjustments: FX gains/losses and other non-cash items 6 (2) (4) (6) 0 Employer's costs on share-based payments 4 1 1 2 1 Exceptional items (excl. transaction costs) 2 50 23 52 29 Movement of provisions and allowances (6) (15) 1 (5) 1 Dutch exit cash tax 49 - - - - Cash tax (excl. Dutch exit cash tax) 55 52 62 77 44 Net change in working capital (1) 10 (20) (26) (16) (2) Adjusted Cash EBITDA $519 $523 $526 $507 $263 Net change in working capital (1) (10) 20 26 16 2 Capital expenditure (30) (15) (13) (14) (4) Cash tax (excl. Dutch exit cash tax) (55) (52) (62) (77) (44) COVID-19 donations - (25) - - - Unlevered Free Cash Flow $425 $451 $477 $432 $217 Cash interest (45) (28) (19) (18) (9) Lease payments (9) (9) (9) (8) (4) Levered Free Cash Flow $370 $414 $450 $405 $204 Source: Company filings. Note: Dollars in USD millions. Amounts may not add due to rounding. Avast’s fiscal year is the calendar year. H1 represents 6 - month period ending June 30, 2022. LTM represents the last twelve months ending in June 30, 2022. 1) Excluding change in deferred revenue and deferred COGS.
Source: Company filings. Note: Dollars in USD millions. Amounts may not add due to rounding. Pro Forma financials are for the LTM periods ending 7/1/22 and 6/30/22 for NortonLifeLock and Avast respectively (the latest aud ited periods). 1) Under GAAP, NortonLifeLock’s policy is to recognize the costs related to share - based payment awards with graded vesting conditio ns in the financial statements on a straight - line basis over the award’s requisite service period except for performance - based r estricted stock units with graded vesting, for which NortonLifeLock recognizes the costs on a graded basis. Under IFRS, Avast recognizes the costs related to s har e - based payment awards in the financial statements on a graded basis over the related vesting period to reflect the vesting as i t occurs. This therefore represents an adjustment to share - based payment awards with graded vesting features to ensure conformity with NortonLifeLock’s policy election under GAAP to recognize the costs on a straight - line basis over the award’s requisite service period. Management estimated this adjustment for the LTM ended July 1, 2022 by extrapolating the adjustment used for the unaudited pro forma condensed combined financial information for th e t hree months ended July 1, 2022 and year ended April 1, 2022. 2) Represents the estimated synergies in connection with the Proposed Merger for Avast. NortonLifeLock anticipates that the Prop ose d Merger will result in recurring annual pre - tax gross cost synergies for the Combined Company to reach a run - rate of approximat ely $280 million, representing between approximately 15% and 20% of combined adjusted cost of sales and operating spend, based on the latest full year repor ted results for each of NortonLifeLock and Avast. The synergies are expected to be fully realized by the end of the second year f ol lowing completion of the Proposed Merger. We present synergies not as a projection but because it is a permitted addback under our existing credit facilities a nd will be a permitted addback under our senior credit facilities. The expected sources of the identified cost synergies are as fol lows: (a) Organization : approximately 50% of the total annual run - rate pre - tax gross cost synergies are expected to be generated through the adoption of shared best pract ice across existing functions and the reduction of duplicate roles across all geographies and from a broad range of job categ ori es, including management, shared services, product and commercial functions; (b) Systems & Infrastructure operating costs: approximately 25% of the total annual run - rate pre - tax gross cost synergies are expected to be realized through migration onto a common data and security platform, integration of systems, and shared technology and analytics infrastructure; and (c) Contracts & Shared Services: approximately 25% of the total annual run - rate pre - tax gross cost synergies are expected to be generated prim arily from site rationalization, procurement and vendor consolidation, and spend de - duplication. NortonLifeLock expects to realize approximately 60% of the run - rate cost savings by the end of the first full year following com pletion of the Proposed Merger and 100% by the end of the second full year following completion of the Proposed Merger, exclu din g any potential synergy reinvestment and associated benefits. On a reported basis, the synergies assume the Combined Company expects to benefit from app roximately $75 million of cost savings in the first full year following completion of the Proposed Merger, approximately $245 mi llion of cost savings in the second full year following completion of the Proposed Merger, and the full $280 million of the cost savings in the third full ye ar following completion of the Proposed Merger, excluding any potential synergy reinvestment and associated benefits . Copyright © 2022 NortonLifeLock + Avast. All rights reserved. Pro Forma - Reconciliation of Revenue and Adjusted Debt Covenant EBITDA 40 LTM Ended July 1, 2022 LTM Ended June 30, 2022 IFRS to US GAAP Alignment Adjustments Pro Forma Transaction Adjustments Pro Forma Condensed Combined Revenues (GAAP) $2,817 $940 - - $3,757 Contract liabilities fair value adjustment 7 2 - - 9 Revenues (Non-GAAP) $2,824 $942 $ - $ - $3,766 Operating income $979 $341 $ 4 (1) $ - $1,324 Contract liabilities fair value adjustment 7 2 - - 9 Stock-based compensation 74 52 (4) (1) - 122 Amortization of intangible assets 119 25 - - 144 Restructuring and other costs (incl acquisition and integration costs) 70 57 - - 127 Other 257 - - - 257 Operating income (Non-GAAP) $1,506 $476 $ - - $1,982 Depreciation and amortization 15 21 - - 36 Reported EBITDA (Non-GAAP) $1,521 $497 $ - - $2,018 Other non-operating expense (income), net (14) - (14) Debt covenant specified unrealized cost savings - - - 280 (2) 280 Adjusted Debt Covenant EBITDA (Non-GAAP) $1,507 $497 $ - $280 $2,284
Copyright © 2022 NortonLifeLock + Avast. All rights reserved. +
Exhibit 99.3
Risks Related to the Avast plc Business
For purposes of these risk factors Avast plc, together with its subsidiaries, is defined as “Avast” or “the Avast Group.”
The data Avast stores, such as customer data and the systems that store, manage and process this data could become compromised.
The Avast Group’s data and systems risk has increased as a result of higher levels of online activity during COVID-19 as well as due to increased cyber disruption and threats.
Failure to protect the data Avast stores and the systems that store this data could:
● | result in our systems becoming compromised, resulting in the leakage of data and / or the interruption of services for customers; |
● | have a material adverse impact on its reputation, its ability to provide services and updates, potentially resulting in a material decline in its user base; |
● | result in increased litigation (including class actions), investigations, fines and censure by governmental and regulatory bodies, resulting in negative financial consequences; and |
● | impact management time and resources. |
Growing uncertainty in the macroeconomic environment has impacted and may further impact Avast Group’s business, results of operations or financial condition.
The global economic environment has become more uncertain due to the conflict in Ukraine, the global recovery following the COVID-19 pandemic and the impact of the post Brexit UK-EU relationship. There is a risk of a global recession and slowing economy.
The Ukraine conflict has already resulted in the Avast Group stopping new business and renewals in Russia and Belarus. If additional sanctions are imposed in other jurisdictions, this may lead to a loss in sales and revenue, which will impact Avast Group’s business, results of operations and financial condition.
Uncertainty continues to surround the global recovery following COVID-19. The imposition of controls set by governments limits the movement of people and slows down the economic growth in most countries. There is uncertainty about when we will return to a ‘new normal,’ or even what a ‘new normal’ is, and the threat of a further disruption from global political, environmental, social, and health events exists. The uncertainty and lower level of economic activity may reduce consumer demand. In addition, employees may continue to be forced to work from home or adopt a hybrid working model with the risk of reducing productivity. The travel restrictions imposed by governments may also limit the ability of staff to travel internationally, or locally, and hence collaborate with each other and third parties.
Furthermore, there may be unknown future political, health and environmental events that may also impact the macroeconomic environment. Such uncertainty and lower level of economic activity may reduce consumer demand and lead to a loss in revenue, which could potentially adversely affect Avast Group’s business, results of operations or financial condition.
The Avast Group is subject to evolving sanctions laws as well as governmental export controls, and any breaches of such laws could subject the Avast Group to fines or other forms or criminal or administrative penalties, as well as reputational damage.
The Avast Group is subject to complex export control and economic sanctions laws in the jurisdictions where it operates, including the United States, the European Union and the United Kingdom. Economic sanctions laws prohibit most dealings with listed persons, entities or bodies designated under the applicable sanctions regime, and restrict or prohibit certain business activities in certain sanctioned territories (notably, in respect of U.S. sanctions, Cuba, Iran, North Korea, Syria and the Ukrainian territory of Crimea). Export control laws impose controls, export license requirements and restrictions on the export of certain items, including software, and technology, such as encryption software and VPNs.
There is a risk that, despite the procedures and controls that the Avast Group and certain of its key suppliers or outsourced service providers implement to prevent breaches of sanctions and export control laws, sanctioned persons or users in sanctioned territories could download and use the Avast Group’s products in breach of applicable sanctions or export control laws. Such downloads and exports could have negative consequences for the Avast Group, including government investigations, fines and other forms of criminal or administrative penalties and reputational damage, to the extent that the Avast Group’s ongoing compliance efforts and remedial actions taken to prevent further persons from accessing its products in breach of sanctions are ineffective.
Actual, possible or perceived defects, disruptions or vulnerabilities in the products, solutions or cloud infrastructure of the Avast Group and its key suppliers or outsourced service providers, including risks from security attacks, which may lead to negative publicity, damage to the Avast Group’s reputation, and/or cause a decline in revenues and profits.
The Avast Group’s software is inherently complex and may contain material defects, errors or vulnerabilities that may cause it to fail to perform in accordance with user expectations. As may happen to any vendor of software, end users may find errors, failures and bugs in some new offerings after their initial distribution, particularly given that end users may deploy such products in computing environments with operating systems, software and/or hardware different than those in which the Avast Group tests products before release. In addition, certain of the Avast Group’s products operate in conjunction with third party systems which may contain vulnerabilities that the Avast Group fails to remedy.
The Avast Group has been, and may continue to be, the target of hackers’ intentional spam attacks on its email addresses and denial of service and other sophisticated attacks on its websites, mail system, network cloud infrastructure and firewalls. The Avast Group has a number of key suppliers and outsourced service providers, which may also be the target of such attacks. Such attacks may result in security breaches, disruption or damage to users’ computers or networks and theft of confidential information or other negative consequences. This may result in negative publicity, damage to the Avast Group’s brands, withdrawals from contracts, loss of or delay in market acceptance of the Avast Group’s products, loss of competitive position or claims by users or others against the Avast Group. While the Avast Group deploys sophisticated physical and electronic security protections and policies, procedures and protocols to protect against attacks and to help identify suspicious activity, no system or combination of systems can provide a guarantee of protection. If these intentionally disruptive efforts are, or the market perceives them to be, successful, the Avast Group may face legal liability and these efforts could adversely affect the Avast Group’s activities or harm its reputation, brand and future sales.
Furthermore, security software products and solutions may falsely identify programs or websites as malicious or otherwise undesirable (i.e., false positives). These “false positives” may impair the perceived reliability of the Avast Group’s services and may therefore harm its market reputation. Also, the Avast Group’s anti-spam and anti-spyware services may falsely identify emails or programs as unwanted spam or potentially unwanted programs, or alternatively fail to properly identify unwanted emails or programs, particularly as hackers often design spam emails or spyware to circumvent internet security software. Parties whose programs are incorrectly blocked by these products or solutions, or whose websites are incorrectly identified as unsafe or malicious, may seek redress against the Avast Group for labelling them as malicious and interfering with their businesses. In addition, false identification of emails or programs as unwanted spam or potentially unwanted software may reduce the popularity and adoption of the Avast Group’s services. Moreover, these false positives may render a device’s entire operating system unusable and disrupt or damage users’ devices. Alleviating any of these problems could require significant expenditures of capital and other resources and could cause interruptions, delays, or cessation of product licensing, which could result in the loss of both existing and potential users and could materially and adversely affect the Avast Group’s results of operations. In addition, the Avast Group could face claims for product liability, tort, breach of warranty or damages caused by faulty installation of, or defects in, its products. In the event of claims, provisions in contracts relating to warranty disclaimers and liability limitations may be unenforceable. Defending a lawsuit, regardless of its merit, could be costly and divert management attention.
A significant portion of the Avast Group’s users could stop using its products or switch to competing products in any given period.
To continue to maintain its user base, the Avast Group must retain existing users to the extent possible and continuously attract new users to replace those who exit the Avast Group’s user base. If the Avast Group does not offer products and services that appeal to users, its free user base may materially decline, and/or the Avast Group will fail to monetize its products and services, this will impact its business model viability. Avast revenues, competitive position and reputation could be materially and adversely affected if its new products and product upgrades fail to achieve widespread acceptance and do not appeal to users.
2
The Avast Group operates in a highly competitive environment and may not be able to compete successfully.
The consumer security industry is becoming more competitive and complex, in particular there is a progressive advancement of Microsoft’s Windows Defender antivirus solution. Technological developments from current and new competitors can develop quickly and disrupt the market. Current and new competitors may limit access to standard product interfaces and thereby inhibit Avast’s ability to develop products on their platforms. An increase in competition could result in lost business, reduced revenue and reduced profitability impacting Avast’s future financial and operational performance. New entrants into the security software industry, including those in emerging markets, may become Avast’s direct competitors and erode its market share. Avast’s results of operations will be materially and adversely affected if its competitors succeed in marketing products with better performance, functionality or at lower prices than its products. This may also have an impact on Avast’s reputation in the market.
Failure to keep track of customers’ demands and needs may result in Avast Group producing products that are less appealing to users.
The widespread acceptance of products and services in the marketplace is necessary to remain competitive. If Avast Group fails to keep track of its customers’ demands and needs, it may result in products that are less appealing to users. The impact of failing to keep up to date will see a decline in the free user base and also a less attractive set of products that customers are prepared to pay for that can generate revenue for Avast Group.
The success of Avast Group’s business depends on the talents and commitment of highly skilled individuals and teams.
The success of the business depends on the talents and commitment of highly skilled individuals and teams in a tight talent market where employee’s attitudes are changing due to the COVID-19 pandemic and the demand for flexible / hybrid working. Competition for these individuals is high and setting the right culture for these individuals to operate within is key. This risk is elevated as a result of the corporate activity underway, including the proposed Merger. Failing to create and maintain the right culture may result in individuals leaving and / or making it difficult to attract talent from the market. This risk has been heightened with the announcement of the proposed Merger.
The Avast Group operates in a number of jurisdictions with strict consumer laws and regulations, and any failure to comply with such laws and regulations may adversely affect its business.
A wide variety of local, national and international laws and regulations apply to consumer businesses such as the Avast Group’s, including those relating to the collection, use, retention, protection, disclosure, transfer and other processing of personal data, in addition to those related to auto-renewal billing and tax. These consumer compliance laws and regulations, such as those related to personal data and privacy, are evolving and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions, as well as private litigations. Failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement action and/or investigations, including fines, imprisonment of company officials and public censure, claims for damages by users and other affected individuals, damage to reputation and loss of goodwill (both in relation to existing users and prospective users). Any of these consequences could have a material adverse effect on the Avast Group’s operations, financial performance and prospects, in addition to negatively impacting management’s time and resources to resolve any issues. The Avast Group operates globally and must continue to monitor changes to, understand and comply with the relevant laws in each jurisdiction. Furthermore, the Avast Group must rely on its third-party partners, over whom it has no control, to also comply with such laws and regulations. The failure to comply with any consumer laws and regulations in any jurisdiction could have a material adverse effect on the Avast Group’s financial condition, financial returns or results of operations.
3
The Avast Group may become subject to claims of intellectual property infringement by third parties that, regardless of merit, could result in litigation and materially adversely affect its business, results of operations or financial condition.
The Avast Group’s success largely depends on its ability to use and develop its technology without infringing the intellectual property rights of third parties, including patents, copyrights, trade secrets and trademarks. The Avast Group may be subject to litigation involving claims of patent infringement or violation of other intellectual property rights of third parties. The Avast Group has also in the past, and expects in the future, to be the target of so-called “patent trolls”, companies that do not manufacture or sell products and whose sole activity is to assert patent rights against accused infringers in an attempt to collect licensing fees. In addition, the Avast Group licenses and utilizes certain third party “proprietary” and “open source” software as part of its solutions offering. An author or another third party that distributes such third party or open source software could allege that the Avast Group had not complied with the conditions of one or more of these licenses. Any such claims, regardless of merit, could: (1) result in litigation, which could result in substantial expenses; (2) divert the attention of management; (3) cause significant delays; (4) materially disrupt the conduct of the business; and (5) have a material and adverse effect on the Avast Group’s financial condition and results of operations. As a consequence of such claims, the Avast Group could be required to pay substantial damages, develop non-infringing technology, enter into royalty-bearing licensing agreements, stop selling some or all of its products or re-brand certain products. If it appears necessary, the Avast Group may seek to license the intellectual property which the Avast Group is alleged to have infringed, potentially even if the Avast Group believes such claims to be without merit. However, such licensing agreements may not be available on acceptable terms, or at all. If the Avast Group cannot obtain required licenses, or if existing licenses are not renewed, litigation could result. Litigation is inherently uncertain and any adverse decision could result in a loss of proprietary rights, subject the Avast Group to significant liabilities, require the Avast Group to seek licenses from others and otherwise negatively affect the Avast Group’s business operations.
Avast operates a digital business globally, and the scale and complexity of new laws, including regarding data protection, autorenewal billing and tax, are increasing as the digital economy becomes the backbone of global economic growth.
New laws or changes in the interpretation or application of existing laws may impose restrictions and obligations on the Avast Group that negatively impact the Avast Group’s ability to operate or compete effectively and its profitability and ability to grow. Failure to comply with regulatory requirements could result in increased litigation (including class actions), investigations, fines and censure by governmental and regulatory bodies, resulting in negative financial consequences and an impact on management time and resources.
4
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On August 10, 2021, pursuant to Rule 2.7 of the Takeover Code, NortonLifeLock Inc. ("NortonLifeLock", the "Company") and Avast PLC ("Avast") released the Offer Announcement disclosing the terms on which NortonLifeLock intends to make a recommended offer to acquire the entire issued and to be issued share capital of Avast (the holders of such shares, the “Sellers”), both directly and indirectly through Nitro Bidco Limited ("Bidco"), in a cash and stock transaction (the "Transaction"). Under the terms of the Offer, Avast shareholders will be entitled to receive, for each Avast share held by such shareholders, $7.61 in cash and 0.0302 of a New NortonLifeLock share ("Majority Cash Option"). As an alternative to the Majority Cash Option, Bidco will make available to Avast Shareholders the option to elect for a different mix of cash and share consideration, whereby Avast shareholders will be entitled to receive, for each Avast share held by such shareholders, $2.37 in cash and 0.1937 of a New NortonLifeLock share ("Majority Stock Option").The pro forma financial information herein has been prepared under the assumption that all Avast shareholders, other than the Avast directors who hold Avast Shares, receive the Majority Cash Option. Additionally, Note 6 to the pro forma financial information contains a summary of the expected impact to the pro forma financial information presented in the case where all Avast shareholders elect the Majority Stock Option.
Each Avast Director who holds Avast Shares has irrevocably undertaken to elect for the Majority Stock Option, as well as to vote or procure votes in favor of the Scheme (or, in the event that the Transaction is implemented by way of a Takeover Offer, accept or procure acceptance of the Takeover Offer), in respect of their entire beneficial holdings of Avast Shares. Depending on the elections of other Avast Shareholders, and on the same basis as set out above, the Transaction values the entire issued and to be issued ordinary share capital of Avast between approximately $8.2 billion (if all Avast Shareholders, other than the Avast Directors who hold Avast Shares, receive the Majority Cash Option) and $7.1 billion (if all Avast Shareholders elect for the Majority Stock Option). Upon completion of the Transaction, and subject to the elections made by Avast Shareholders, Avast Shareholders will own between approximately 14% (if all Avast Shareholders, other than the Avast Directors who hold Avast Shares, receive the Majority Cash Option) and approximately 26% (if all Avast Shareholders elect for the Majority Stock Option) of the Combined Company on a fully diluted basis.
In addition to the consideration payable in connection with the Transaction, the Avast board of directors (the “Avast Board”) was entitled to declare and pay (i) an interim dividend with respect to the six month period ended June 30, 2021 of 4.8 cents per Avast Share, (ii) a further interim dividend or recommend and pay a final dividend in respect to the year ending December 31, 2021 of 11.2 cents per Avast Share and (iii) an interim dividend with respect to the six months ended June 30, 2022 of 4.8 cents per Avast Share (the “Avast Dividends”). All of the Avast Dividends have been declared and paid according to the aforementioned terms. The following unaudited pro forma condensed combined financial information gives effect to the Transaction, which includes adjustments for the following:
● | the alignment of Avast’s historical financial statements prepared in accordance with IFRS as issued by the IASB to NortonLifeLock’s presentation in GAAP; |
● | certain reclassifications to conform Avast’s historical financial statement presentation to NortonLifeLock’s presentation; |
● | application of the acquisition method of accounting under the provisions of ASC 805, and to reflect the aggregate offer consideration in exchange for 100% of all outstanding Avast Shares; |
● | proceeds and uses of the new and amended financing arrangements entered into in connection with the Transaction; and |
● | transaction costs in connection with the Transaction. |
1
The following unaudited pro forma condensed combined statements and related notes are based on and should be read in conjunction with (i) the historical consolidated financial statements of NortonLifeLock and the related notes included in NortonLifeLock's Annual Report on Form 10-K for the year ended April 1, 2022, which was filed with the SEC on May 20, 2022, and the historical unaudited consolidated financial statements of NortonLifeLock and related notes included in NortonLifeLock's Quarterly Report on Form 10-Q for the period ended July 1, 2022, which was filed with the SEC on August 5, 2022, and (ii) the audited consolidated financial statements of Avast for the period ended December 31, 2021 and the related notes and the unaudited condensed consolidated financial statements of Avast for the period ended June 30, 2022. The operational results for Avast for the three months ended June 30, 2022 have been derived from the unaudited condensed consolidated financial statements for the six months ended June 30, 2022, and related notes by parsing out the first quarter results for this period not included in the pro forma financial information based on internal accounting records maintained at Avast.
Per the requirements of Regulation S-X 210.11-02(c)(3), where the financial year end of the entity acquired differs from the registrant's most recent fiscal year end by more than one fiscal quarter, the acquired entity's statement of comprehensive income must be brought up to within one fiscal quarter of the registrant's most recent fiscal year end. As Avast's year end does not differ from NortonLifeLock's by more than a fiscal quarter, NortonLifeLock elected to present the prior year statement of comprehensive income using the December 31, 2021 financial year end of Avast.
The unaudited pro forma condensed combined statements of income for the three months ended July 1, 2022, and the year ended April 1, 2022 combine the historical consolidated statements of income of NortonLifeLock and Avast, giving effect to the Transaction as if it had been completed on April 3, 2021. The accompanying unaudited pro forma condensed combined statement of financial position as of July 1, 2022, combines the historical condensed combined statements of financial position of NortonLifeLock and Avast, giving effect to the Transaction as if it had been completed on July 1, 2022.
The historical consolidated financial information has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statements of income, expected to have a continuing effect on the combined results of NortonLifeLock and Avast. The statements contained herein do not reflect the costs of any integration activities or benefits that may result from the realization of future cost savings from operating efficiencies, or any other synergies that may result from the Transaction.
The statements and related notes are being provided for illustrative purposes only and do not purport to represent what the combined company’s actual results of operations or financial position would have been had the Transaction been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period.
The pro forma adjustments are based upon available information and certain assumptions as described in the accompanying notes to the unaudited pro forma condensed combined financial information which management believes are reasonable under the circumstances. Actual results may differ materially from the assumptions within the accompanying unaudited pro forma condensed combined financial information.
Under ASC 805, generally all assets acquired, and liabilities assumed are recorded at their acquisition date fair value. For pro forma purposes, the fair value of Avast’s identifiable tangible and intangible assets acquired, and liabilities assumed are based on a preliminary estimate of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed will be recognized as goodwill. Management believes the fair values recognized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions.
Certain figures included in this pro forma financial information have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
2
Unaudited Pro Forma Condensed Combined Statement of Financial Position
As of July 1, 2022
(in millions)
Historical NortonLifeLock Quarter Ended July 1, 2022 | Historical Avast Quarter Ended June 30, 2022 | Pro
Forma Reclassification Adjustments | IFRS
to U.S. GAAP Conversion Adjustments | Pro
Forma Transaction Adjustments | Pro
Forma Condensed Combined | |||||||||||||||||||||
Note 2 | Note 2 | Note 3 - 6 | ||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||||
Cash and cash equivalents | 1,291 | 338 | - | - | (862 | ) | (4.1) | 767 | ||||||||||||||||||
Short-term investments | - | - | - | - | - | - | ||||||||||||||||||||
Accounts receivable, net | 102 | - | 58 | - | - | 160 | ||||||||||||||||||||
Trade and other receivables | - | 58 | (58 | ) | - | - | - | |||||||||||||||||||
Capitalized contract costs | - | 33 | (33 | ) | - | - | - | |||||||||||||||||||
Prepaid Expenses | - | 11 | (11 | ) | - | - | - | |||||||||||||||||||
Tax receivable | - | 6 | (6 | ) | - | - | - | |||||||||||||||||||
Other current assets | 180 | - | 50 | - | - | 230 | ||||||||||||||||||||
Other financial assets | - | - | - | - | - | - | ||||||||||||||||||||
Assets held for sale | 56 | - | - | - | - | 56 | ||||||||||||||||||||
Total current assets | 1,629 | 446 | - | - | (862 | ) | 1,213 | |||||||||||||||||||
Property and equipment, net | 56 | - | 31 | - | - | 87 | ||||||||||||||||||||
Property, plant and equipment | - | 31 | (31 | ) | - | - | - | |||||||||||||||||||
Operating lease assets | 70 | - | 45 | 2 | - | 117 | ||||||||||||||||||||
Right-of-use asset | - | 45 | (45 | ) | - | - | - | |||||||||||||||||||
Intangible assets, net | 993 | - | 136 | - | 2,517 | (4.2) | 3,646 | |||||||||||||||||||
Intangible assets | - | 136 | (136 | ) | - | - | - | |||||||||||||||||||
Deferred tax asset | - | 140 | (140 | ) | - | - | - | |||||||||||||||||||
Goodwill | 2,861 | 2,301 | - | - | 4,673 | (4.3) | 9,835 | |||||||||||||||||||
Capitalised contract costs | - | 2 | (2 | ) | - | - | - | |||||||||||||||||||
Prepaid expenses | - | 1 | (1 | ) | - | - | - | |||||||||||||||||||
Other long-term assets | 638 | - | 147 | 9 | (103 | ) | (4.7) | 691 | ||||||||||||||||||
Other financial assets | - | 4 | (4 | ) | - | - | - | |||||||||||||||||||
Total assets | 6,247 | 3,106 | - | 11 | 6,225 | 15,589 | ||||||||||||||||||||
Liabilities and stockholders' equity (deficit) | ||||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||||
Accounts Payable | 71 | - | 84 | - | - | 155 | ||||||||||||||||||||
Trade and other payables | - | 84 | (84 | ) | - | - | - | |||||||||||||||||||
Accrued compensation and benefits | 48 | - | - | - | - | 48 | ||||||||||||||||||||
Current portion of long-term debt | 614 | - | 239 | - | (690 | ) | (4.4) | 163 | ||||||||||||||||||
Term loan | - | 239 | (239 | ) | - | - | - | |||||||||||||||||||
Contract liabilities | 1,183 | - | 481 | - | - | 1,664 | ||||||||||||||||||||
Deferred revenues | - | 481 | (481 | ) | - | - | - | |||||||||||||||||||
Current operating lease liabilities | 19 | - | 7 | (2 | ) | - | 24 | |||||||||||||||||||
Lease liability | - | 7 | (7 | ) | - | - | - | |||||||||||||||||||
Provisions | - | 28 | (28 | ) | - | - | - | |||||||||||||||||||
Income tax liability | - | 1 | (1 | ) | - | - | - | |||||||||||||||||||
Other current liabilities | 689 | - | 29 | - | (5 | ) | (4.1) | 713 | ||||||||||||||||||
Total current liabilities | 2,624 | 840 | - | (2 | ) | (695 | ) | 2,767 | ||||||||||||||||||
Long-term debt | 2,714 | - | 704 | - | 6,189 | (4.4) | 9,607 | |||||||||||||||||||
Term loan | - | 704 | (704 | ) | - | - | - | |||||||||||||||||||
Long-term contract liabilities | 37 | - | 36 | - | - | 73 | ||||||||||||||||||||
Deferred revenues | - | 36 | (36 | ) | - | - | - | |||||||||||||||||||
Deferred income tax liabilities | 63 | - | 9 | - | 414 | (4.6) (4.7) (s) | 486 | |||||||||||||||||||
Deferred tax liability | - | 9 | (9 | ) | - | - | - | |||||||||||||||||||
Long-term income taxes payable | 996 | - | - | - | - | 996 | ||||||||||||||||||||
Long-term operating lease liabilities | 69 | - | 39 | - | - | 108 | ||||||||||||||||||||
Lease liability | - | 39 | (39 | ) | - | - | - | |||||||||||||||||||
Provisions | - | 1 | (1 | ) | - | - | - | |||||||||||||||||||
Other long-term liabilities | 43 | - | 1 | - | - | 44 | ||||||||||||||||||||
Total liabilities | 6,546 | 1,629 | - | (2 | ) | 5,908 | 14,081 | |||||||||||||||||||
Stockholders’ equity (deficit): | ||||||||||||||||||||||||||
Common stock and additional paid-in capital | 1,479 | - | 580 | 2 | 487 | (4.5) | 2,548 | |||||||||||||||||||
Share Capital | - | 140 | (140 | ) | - | - | - | |||||||||||||||||||
Share Premium, statutory and other reserves | - | 440 | (440 | ) | - | - | - | |||||||||||||||||||
Translation Differences | - | 1 | - | - | - | 1 | ||||||||||||||||||||
Accumulated other comprehensive income | (44 | ) | - | - | - | - | (44 | ) | ||||||||||||||||||
Retained earnings (accumulated deficit) | (1,734 | ) | 896 | - | 11 | (170 | ) | (4.5) | (997 | ) | ||||||||||||||||
Total stockholders’ equity (deficit) | (299 | ) | 1,477 | - | 13 | 317 | 1,508 | |||||||||||||||||||
Total liabilities and stockholders’ equity (deficit) | 6,247 | 3,106 | - | 11 | 6,225 | 15,589 |
3
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months July 1, 2022
(in millions, except per share amounts)
Historical NortonLifeLock Three Months Ended July 1, 2022 | Historical Avast Three Months Ended June 30, 2022 | Pro
Forma Reclassification Adjustments | IFRS
to U.S. GAAP Conversion Adjustments | Pro
Forma Transaction Adjustments | Pro
Forma Condensed Combined | |||||||||||||||||||||
Note 2 | Note 2 | Note 3-6 | ||||||||||||||||||||||||
Net revenues | 707 | - | 236 | - | - | 943 | ||||||||||||||||||||
Revenues | - | 236 | (236 | ) | - | - | - | |||||||||||||||||||
Cost of revenues | 102 | 42 | (7 | ) | - | 61 | (5.1) | 198 | ||||||||||||||||||
Gross profit | 605 | 194 | 7 | - | (61 | ) | 745 | |||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||
Sales and marketing | 156 | 44 | - | (1 | ) | - | 199 | |||||||||||||||||||
Research and development | 61 | 23 | - | (1 | ) | - | 83 | |||||||||||||||||||
General and administrative | 104 | 40 | - | (1 | ) | - | 143 | |||||||||||||||||||
Amortization of intangible assets | 21 | - | 7 | - | 33 | (5.1) | 61 | |||||||||||||||||||
Restructuring, transition and other costs | 2 | - | - | - | - | 2 | ||||||||||||||||||||
Total operating expenses | 344 | 107 | 7 | (3 | ) | 33 | 488 | |||||||||||||||||||
Operating income | 261 | 87 | - | 3 | (94 | ) | 257 | |||||||||||||||||||
Other income (expense), net | (1 | ) | - | 13 | (1 | ) | (20 | ) | (5.4) | (9 | ) | |||||||||||||||
Interest Income | - | - | - | - | - | - | ||||||||||||||||||||
Interest Expense | (31 | ) | (8 | ) | - | - | (78 | ) | (5.2) | (117 | ) | |||||||||||||||
Net gain on disposal of a business operation | - | - | - | - | - | - | ||||||||||||||||||||
Gain on disposal of operation | - | - | - | - | - | - | ||||||||||||||||||||
Other finance income and expense (net) | - | 13 | (13 | ) | - | - | - | |||||||||||||||||||
Income (loss) before income taxes | 229 | 92 | - | 2 | (192 | ) | 131 | |||||||||||||||||||
Income tax expense (benefit) | 29 | - | 13 | (3 | ) | (37 | ) | (4.6) (5.6)(s) | 2 | |||||||||||||||||
Income tax | - | 13 | (13 | ) | - | - | - | |||||||||||||||||||
Net income | 200 | 79 | - | 5 | (155 | ) | 129 | |||||||||||||||||||
Other comprehensive income (loss), net of taxes: | ||||||||||||||||||||||||||
Foreign currency translation adjustments | (40 | ) | - | (1 | ) | - | - | (41 | ) | |||||||||||||||||
Unrealized gain (loss) on available-for-sale securities | - | - | - | - | - | - | ||||||||||||||||||||
Other comprehensive income (loss) from equity method investee | - | - | (1 | ) | 1 | - | - | |||||||||||||||||||
Changes
in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | - | (1 | ) | 1 | - | - | - | |||||||||||||||||||
Remeasurement gain on defined benefit plan (net of tax) | - | - | - | - | - | - | ||||||||||||||||||||
Translation differences | - | (1 | ) | 1 | - | - | - | |||||||||||||||||||
Comprehensive income | 160 | 77 | - | 6 | (155 | ) | 88 | |||||||||||||||||||
Income (loss) per share - basic: | ||||||||||||||||||||||||||
Basic | .35 | (5.3) | 0.19 | |||||||||||||||||||||||
Diluted | .33 | (5.3) | 0.18 | |||||||||||||||||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||||||||
Basic | 578 | 92 | (3.1) | 670 | ||||||||||||||||||||||
Diluted | 604 | 92 | (3.1) | 696 |
4
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended April 1, 2022
(in millions, except per share amounts)
Historical NortonLifeLock Year Ended April 1, 2022 | Historical Avast Year Ended Dec 31, 2021 | Pro
Forma Reclassification Adjustments | IFRS
to U.S. GAAP Conversion Adjustments | Pro
Forma Transaction Adjustments | Pro
Forma Condensed Combined | |||||||||||||||||||||
Note 2 | Note 2 | Note 3-6 | ||||||||||||||||||||||||
Net revenues | 2,796 | - | 941 | - | - | 3,737 | ||||||||||||||||||||
Revenues | - | 941 | (941 | ) | - | - | - | |||||||||||||||||||
Cost of revenues | 408 | 150 | (22 | ) | - | 245 | (5.1) | 781 | ||||||||||||||||||
Gross profit | 2,388 | 791 | 22 | - | (245 | ) | 2,956 | |||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||
Sales and marketing | 622 | 180 | - | (1 | ) | - | 801 | |||||||||||||||||||
Research and development | 253 | 80 | - | (1 | ) | - | 332 | |||||||||||||||||||
General and administrative | 392 | 137 | - | - | - | 529 | ||||||||||||||||||||
Amortization of intangible assets | 85 | - | 22 | - | 138 | (5.1) | 245 | |||||||||||||||||||
Restructuring, transition and other costs | 31 | - | - | - | 170 | (5.5) | 201 | |||||||||||||||||||
Total operating expenses | 1,383 | 397 | 22 | (2 | ) | 308 | 2,108 | |||||||||||||||||||
Operating income | 1,005 | 394 | - | 2 | (553 | ) | 848 | |||||||||||||||||||
Other income (expense), net | 163 | - | 35 | (1 | ) | (32 | ) | (5.4) | 165 | |||||||||||||||||
Interest Income | - | - | - | - | - | - | ||||||||||||||||||||
Interest Expense | (126 | ) | (27 | ) | - | (1 | ) | (351 | ) | (5.2) | (505 | ) | ||||||||||||||
Net gain on disposal of a business operation | - | 47 | - | - | - | 47 | ||||||||||||||||||||
Gain on disposal of operation | - | - | - | - | - | - | ||||||||||||||||||||
Other finance income and expense (net) | - | 35 | (35 | ) | - | - | - | |||||||||||||||||||
Income (loss) before income taxes | 1,042 | 449 | - | - | (936 | ) | 555 | |||||||||||||||||||
Income tax expense (benefit) | 206 | - | 102 | (2 | ) | (183 | ) | (4.6) (5.6) (s) | 123 | |||||||||||||||||
Income tax | - | 102 | (102 | ) | - | - | - | |||||||||||||||||||
Net income | 836 | 347 | - | 2 | (753 | ) | 432 | |||||||||||||||||||
Other comprehensive income (loss), net of taxes: | ||||||||||||||||||||||||||
Foreign currency translation adjustments | (51 | ) | - | (1 | ) | - | - | (52 | ) | |||||||||||||||||
Unrealized gain (loss) on available-for-sale securities | - | - | - | - | - | - | ||||||||||||||||||||
Other comprehensive income (loss) from equity method investee | - | - | (1 | ) | 1 | - | - | |||||||||||||||||||
Changes
in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | - | (1 | ) | 1 | - | - | - | |||||||||||||||||||
Remeasurement gain on defined benefit plan (net of tax) | - | 1 | - | - | - | 1 | ||||||||||||||||||||
Translation differences | - | (1 | ) | (1 | ) | - | - | - | ||||||||||||||||||
Comprehensive income | 785 | 346 | - | 3 | (753 | ) | 381 | |||||||||||||||||||
Income (loss) per share - basic: | ||||||||||||||||||||||||||
Basic | 1.44 | (5.3) | 0.64 | |||||||||||||||||||||||
Diluted | 1.41 | (5.3) | 0.63 | |||||||||||||||||||||||
Weighted-average shares outstanding: | ||||||||||||||||||||||||||
Basic | 581 | 92 | (3.1) | 673 | ||||||||||||||||||||||
Diluted | 591 | 92 | (3.1) | 683 |
5
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation
The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined statements of income for the three months ended July 1, 2022 and the year ended April 1, 2022, combine the historical consolidated statements of income of NortonLifeLock and Avast, respectively, giving effect to the Transaction as if it had been completed on April 3, 2021. The accompanying unaudited pro forma condensed combined statement of financial position as of July 1, 2022, combines the historical consolidated statements of financial position of NortonLifeLock and Avast, giving effect to the Transaction as if it had been completed on July 1, 2022.
NortonLifeLock’s historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars. Avast’s historical financial statements were prepared in accordance with IFRS as issued by the IASB and presented in U.S. Dollars. As discussed in Note 2, certain reclassifications were made to align Avast’s financial statement presentation with that of NortonLifeLock.
The accompanying unaudited pro forma condensed combined financial statements and related notes were prepared using the acquisition method of accounting under the provisions of ASC 805 with NortonLifeLock considered the acquirer of Avast. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. For purposes of the unaudited pro forma condensed combined statement of financial position, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Avast based upon management’s preliminary estimate of their fair values as of July 1, 2022. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired, and liabilities assumed will be recorded as goodwill. Definitive allocations will be performed and finalized by the Company with the services of outside valuation specialists. Accordingly, the purchase price allocation and amortization adjustments reflected in these unaudited pro forma condensed combined financial statements are preliminary and subject to revision based on a final determination of fair value.
Assets acquired and liabilities assumed in a business combination that arise from contingencies must be recognized at fair value, if the fair value can be reasonably estimated. If the fair value of an asset or liability that arises from a contingency cannot be determined, the asset or liability would be recognized in accordance with ASC 450, “Disclosure of Certain Loss Contingencies” (“ASC 450”). If the fair value is not determinable and the ASC 450 criteria is not met, no asset or liability would be recognized.
2. Avast reclassification adjustments and IFRS to U.S. GAAP conversion adjustments
Avast’s historical financial statements were prepared in accordance with IFRS as issued by the IASB. During the preparation of this unaudited pro forma condensed combined financial information, management performed an analysis of Avast’s financial information to identify differences between IFRS as issued by IASB and U.S. GAAP, differences in accounting policies compared to those of NortonLifeLock, and differences in financial statement presentation compared to the presentation of NortonLifeLock. At the time of preparing the unaudited pro forma combined financial information, other than the adjustments made herein, the Company is not aware of any other material differences. The below adjustments represent NortonLifeLock’s best estimates based upon the information currently available to NortonLifeLock and could be subject to change once more detailed information is available.
6
Refer to the table below for a summary of reclassification adjustments made to present Avast’s statement of financial position as of June 30, 2022 to conform with that of NortonLifeLock:
Statement of Financial Position as of June 30, 2022 | (b) | Pro Forma Avast Reclassification Adjustments | (e) | (f) | (r) | Pro Forma Avast IFRS to U.S. GAAP Conversion Adjustments | ||||||||||||||||||
(in millions of Dollars, except per share amounts) | ||||||||||||||||||||||||
Assets | ||||||||||||||||||||||||
Current assets: | ||||||||||||||||||||||||
Cash and cash equivalents | - | - | - | - | - | - | ||||||||||||||||||
Short-term investments | - | - | - | - | - | - | ||||||||||||||||||
Accounts receivable, net | 58 | 58 | - | - | - | - | ||||||||||||||||||
Trade and other receivables | (58 | ) | (58 | ) | - | - | - | - | ||||||||||||||||
Capitalized contract costs | (33 | ) | (33 | ) | - | - | - | - | ||||||||||||||||
Prepaid Expenses | (11 | ) | (11 | ) | - | - | - | - | ||||||||||||||||
Tax receivable | (6 | ) | (6 | ) | - | - | - | - | ||||||||||||||||
Other current assets | 50 | 50 | - | - | - | - | ||||||||||||||||||
Other financial assets | - | - | - | - | - | - | ||||||||||||||||||
Assets held for sale | - | - | - | - | - | - | ||||||||||||||||||
Total current assets | - | - | - | - | - | - | ||||||||||||||||||
Property and equipment, net | 31 | 31 | - | - | - | - | ||||||||||||||||||
Property, plant and equipment | (31 | ) | (31 | ) | - | - | - | - | ||||||||||||||||
Operating lease assets | 45 | 45 | 2 | - | - | 2 | ||||||||||||||||||
Right-of-use asset | (45 | ) | (45 | ) | - | - | - | - | ||||||||||||||||
Intangible assets, net | 136 | 136 | - | - | - | - | ||||||||||||||||||
Intangible assets | (136 | ) | (136 | ) | - | - | - | - | ||||||||||||||||
Deferred tax asset | (140 | ) | (140 | ) | - | - | - | - | ||||||||||||||||
Goodwill | - | - | - | - | - | - | ||||||||||||||||||
Capitalised contract costs | (2 | ) | (2 | ) | - | - | - | - | ||||||||||||||||
Prepaid expenses | (1 | ) | (1 | ) | - | - | - | - | ||||||||||||||||
Other long-term assets | 147 | 147 | - | - | 9 | 9 | ||||||||||||||||||
Other financial assets | (4 | ) | (4 | ) | - | - | - | - | ||||||||||||||||
Total assets | - | - | 2 | - | 9 | 11 | ||||||||||||||||||
Liabilities and stockholders' equity (deficit) | ||||||||||||||||||||||||
Current liabilities: | ||||||||||||||||||||||||
Accounts Payable | 84 | 84 | - | - | - | - | ||||||||||||||||||
Trade and other payables | (84 | ) | (84 | ) | - | - | - | - | ||||||||||||||||
Accrued compensation and benefits | - | - | - | - | - | - | ||||||||||||||||||
Current portion of long-term debt | 239 | 239 | - | - | - | - | ||||||||||||||||||
Term loan | (239 | ) | (239 | ) | - | - | - | - | ||||||||||||||||
Contract liabilities | 481 | 481 | - | - | - | - | ||||||||||||||||||
Deferred revenues | (481 | ) | (481 | ) | - | - | - | - | ||||||||||||||||
Current operating lease liabilities | 7 | 7 | (2 | ) | - | - | (2 | ) | ||||||||||||||||
Lease liability | (7 | ) | (7 | ) | - | - | - | - | ||||||||||||||||
Provisions | (28 | ) | (28 | ) | - | - | - | - | ||||||||||||||||
Income tax liability | (1 | ) | (1 | ) | - | - | - | - | ||||||||||||||||
Other current liabilities | 29 | 29 | - | - | - | - | ||||||||||||||||||
Total current liabilities | - | - | (2 | ) | - | - | (2 | ) | ||||||||||||||||
Long-term debt | 704 | 704 | - | - | - | - | ||||||||||||||||||
Term Loan | (704 | ) | (704 | ) | - | - | - | - | ||||||||||||||||
Long-term contract liabilities | 36 | 36 | - | - | - | - | ||||||||||||||||||
Deferred revenues | (36 | ) | (36 | ) | - | - | - | - | ||||||||||||||||
Deferred income tax liabilities | 9 | 9 | - | - | - | - | ||||||||||||||||||
Deferred tax liability | (9 | ) | (9 | ) | - | - | - | - | ||||||||||||||||
Long-term income taxes payable | - | - | - | - | - | - | ||||||||||||||||||
Long-term operating lease liabilities | 39 | 39 | - | - | - | - | ||||||||||||||||||
Lease liability | (39 | ) | (39 | ) | - | - | - | - | ||||||||||||||||
Provisions | (1 | ) | (1 | ) | - | - | - | - | ||||||||||||||||
Other long-term liabilities | 1 | 1 | - | - | - | - | ||||||||||||||||||
Total liabilities | - | - | (2 | ) | - | - | (2 | ) | ||||||||||||||||
Stockholders’ equity (deficit): | - | |||||||||||||||||||||||
Common stock and additional paid-in capital | 580 | 580 | - | 2 | - | 2 | ||||||||||||||||||
Share Capital | (140 | ) | (140 | ) | - | - | - | - | ||||||||||||||||
Share Premium, statutory and other reserves | (440 | ) | (440 | ) | - | - | - | - | ||||||||||||||||
Translation Differences | - | - | - | - | - | - | ||||||||||||||||||
Accumulated other comprehensive income | - | - | - | |||||||||||||||||||||
Retained earnings (accumulated deficit) | - | - | 4 | (2 | ) | 9 | 11 | |||||||||||||||||
Total stockholders’ equity (deficit) | - | - | 4 | - | 9 | 13 | ||||||||||||||||||
Total liabilities and stockholders’ equity (deficit) | - | - | 2 | - | 9 | 11 |
7
Refer to the tables below for a summary of reclassification adjustments made to Avast’s statements of operations for the three months ended June 30, 2022 and for the year ended December 31, 2021 to conform with that of NortonLifeLock:
Statement of Operations for the Three Months Ended June 30, 2022 | (b) | (d) | Pro Forma Avast Reclassification Adjustments | (c) | (r) (s) | (f) | (e) | Pro Forma Avast IFRS to U.S. GAAP Conversion Adjustments | ||||||||||||||||||||||||
Net revenues | 236 | - | 236 | - | - | - | - | - | ||||||||||||||||||||||||
Revenues | (236 | ) | - | (236 | ) | - | - | - | - | - | ||||||||||||||||||||||
Cost of revenues | - | (7 | ) | (7 | ) | - | - | - | - | - | ||||||||||||||||||||||
Gross profit | - | 7 | 7 | - | - | - | - | - | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
Sales and marketing | - | - | - | - | - | (1 | ) | - | (1 | ) | ||||||||||||||||||||||
Research and development | - | - | - | - | - | (1 | ) | - | (1 | ) | ||||||||||||||||||||||
General and administrative | - | - | - | - | - | (1 | ) | - | (1 | ) | ||||||||||||||||||||||
Amortization of intangible assets | - | 7 | 7 | - | - | - | - | - | ||||||||||||||||||||||||
Restructuring, transition and other costs | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total operating expenses | - | 7 | 7 | - | - | (3 | ) | - | (3 | ) | ||||||||||||||||||||||
Operating income | - | - | - | - | - | 3 | - | 3 | ||||||||||||||||||||||||
Other income (expense), net | 13 | - | 13 | (1 | ) | - | - | - | (1 | ) | ||||||||||||||||||||||
Interest Income | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Interest Expense | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Net gain on disposal of a business operation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Gain on disposal of operation | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Other finance income and expense (net) | (13 | ) | - | (13 | ) | - | - | - | - | - | ||||||||||||||||||||||
Income (loss) before income taxes | - | - | - | (1 | ) | - | 3 | - | 2 | |||||||||||||||||||||||
Income tax expense (benefit) | 13 | - | 13 | - | (3 | ) | - | - | (3 | ) | ||||||||||||||||||||||
Income tax | (13 | ) | - | (13 | ) | - | - | - | - | - | ||||||||||||||||||||||
Net income | - | - | - | (1 | ) | 3 | 3 | - | 5 | |||||||||||||||||||||||
Other comprehensive income (loss), net of taxes: | ||||||||||||||||||||||||||||||||
Foreign currency translation adjustments | (1 | ) | - | (1 | ) | - | - | - | - | - | ||||||||||||||||||||||
Unrealized gain (loss) on available-for-sale securities | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Other comprehensive income (loss) from equity method investee | (1 | ) | - | (1 | ) | 1 | - | - | - | 1 | ||||||||||||||||||||||
Changes in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | 1 | - | 1 | - | - | - | - | - | ||||||||||||||||||||||||
Remeasurement gain on defined benefit plan (net of tax) | - | - | - | - | - | - | - | |||||||||||||||||||||||||
Translation differences | 1 | - | 1 | - | - | - | - | - | ||||||||||||||||||||||||
Comprehensive income | - | - | - | - | 3 | 3 | - | 6 |
8
Statement of Operations for the Year Ended December 31, 2021 | (b) | (d) | Pro Forma Avast Reclassification Adjustments | (f) |
(r) (s) | (e) | Pro Forma Avast IFRS to U.S. GAAP Conversion Adjustments | |||||||||||||||||||||
(in millions of Dollars) | ||||||||||||||||||||||||||||
Net revenues | 941 | - | 941 | - | - | - | - | |||||||||||||||||||||
Revenues | (941 | ) | - | (941 | ) | - | - | - | - | |||||||||||||||||||
Cost of revenues | - | (22 | ) | (22 | ) | - | - | - | - | |||||||||||||||||||
Gross profit | - | 22 | 22 | - | - | - | - | |||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||
Sales and marketing | - | - | - | (1 | ) | - | - | (1 | ) | |||||||||||||||||||
Research and development | - | - | - | (1 | ) | - | - | (1 | ) | |||||||||||||||||||
General and administrative | - | - | - | (1 | ) | - | 1 | - | ||||||||||||||||||||
Amortization of intangible assets | - | 22 | 22 | - | - | - | - | |||||||||||||||||||||
Restructuring, transition and other costs | - | - | - | - | - | - | - | |||||||||||||||||||||
Total operating expenses | - | 22 | 22 | (3 | ) | - | 1 | (2 | ) | |||||||||||||||||||
Operating income | - | - | - | 3 | - | (1 | ) | 2 | ||||||||||||||||||||
Other income (expense), net | 35 | - | 35 | (1 | ) | - | - | (1 | ) | |||||||||||||||||||
Interest Income | - | - | - | - | - | - | - | |||||||||||||||||||||
Interest Expense | - | - | - | - | - | (1 | ) | (1 | ) | |||||||||||||||||||
Net gain on disposal of a business operation | - | - | - | - | - | - | - | |||||||||||||||||||||
Gain on disposal of operation | - | - | - | - | - | - | - | |||||||||||||||||||||
Other finance income and expense (net) | (35 | ) | - | (35 | ) | - | - | - | - | |||||||||||||||||||
Income (loss) before income taxes | - | - | - | 2 | - | (2 | ) | - | ||||||||||||||||||||
Income tax expense (benefit) | 102 | - | 102 | - | (2 | ) | - | (2 | ) | |||||||||||||||||||
Income tax | (102 | ) | - | (102 | ) | - | - | - | - | |||||||||||||||||||
Net income | - | - | - | 2 | 2 | (2 | ) | 2 | ||||||||||||||||||||
Other comprehensive income (loss), net of taxes: | ||||||||||||||||||||||||||||
Foreign currency translation adjustments | (1 | ) | - | (1 | ) | - | - | - | - | |||||||||||||||||||
Unrealized gain (loss) on available-for-sale securities | - | - | - | - | - | - | - | |||||||||||||||||||||
Other comprehensive income (loss) from equity method investee | (1 | ) | - | (1 | ) | 1 | - | - | 1 | |||||||||||||||||||
Changes in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | 1 | - | 1 | - | - | - | - | |||||||||||||||||||||
Remeasurement gain on defined benefit plan (net of tax) | - | - | - | - | - | - | - | |||||||||||||||||||||
Translation differences | 1 | - | 1 | - | - | - | - | |||||||||||||||||||||
Comprehensive income | - | - | - | 3 | 2 | (2 | ) | 3 |
9
3. Preliminary purchase price allocation
These pro forma adjustments represent the Purchase Accounting Transaction Adjustments and includes the preliminary purchase price allocation, adjustments to the unaudited pro forma condensed combined statement of financial position, and adjustments to the unaudited pro forma condensed combined statements of income.
3.1) Refer to the table below for the preliminary calculation of consideration to be transferred under the Transaction:
Calculation of consideration | Amount | |||||
(in millions of Dollars, except per share amounts) | ||||||
Cash consideration: | (a) | |||||
Majority Cash Option: | ||||||
U.S. Dollars per share of Avast | 7.61 | |||||
Shares of Avast (in thousands) | 685 | |||||
5,213 | ||||||
Majority Stock Option: | ||||||
U.S. Dollars per share of Avast | 2.37 | |||||
Shares of Avast (in thousands) | 368 | |||||
872 | ||||||
Pro Forma Cash Consideration | 6,085 | |||||
Share consideration: | (a) | |||||
Majority Cash Option: | ||||||
Shares of Avast (in thousands) | 685 | |||||
Exchange ratio | 0.0302 | |||||
New NortonLifeLock shares to be issued | 21 | |||||
Majority Stock Option: | ||||||
Shares of Avast (in thousands) | 368 | |||||
Exchange ratio | 0.1937 | |||||
New NortonLifeLock shares to be issued | 71 | |||||
Share price of NortonLifeLock on August 31, 2022 | $ | 22.59 | ||||
Pro Forma Share Consideration | 2,078 | |||||
Fair value of total consideration transferred | 8,163 |
3.2) The preliminary purchase price as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed of Avast, based on their preliminary estimated fair values. As mentioned in Note 1, the fair value assessments are preliminary and are based upon available information and certain assumptions which the Company believes are reasonable under the circumstances and which are further described in Note 4. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.
Preliminary purchase price allocation | Amount | |||
(in millions of Dollars) | ||||
Current Assets | 446 | |||
Property, equipment and software | 31 | (g) | ||
Identifiable intangible assets | 2,653 | (m) | ||
Goodwill | 6,974 | (n) | ||
Other non-current assets | 100 | |||
Total current liabilities | (838 | ) | ||
Total non-current liabilities | (1,203 | ) | ||
Total purchase price | 8,163 |
10
4. Adjustments to the unaudited pro forma condensed combined statement of financial position
Refer to the items below for a reconciliation of the pro forma adjustments reflected in the unaudited pro forma condensed combined statement of financial position:
4.1) Reflects the sources and uses of funds relating to the Transaction and the 2022 convertible notes repayment as follows:
Description | Amount | |||
(in millions of Dollars) | ||||
Sources: | ||||
Proceeds from Term A Facility | 3,910 | (h) | ||
Proceeds from Term B Facility | 3,690 | (i) | ||
Proceeds from Cash Bridge Facility | 750 | (t) | ||
Proceeds from the Notes | 1,200 | (u) | ||
9,550 | ||||
Uses: | ||||
Cash consideration paid to Avast shareholders | 6,085 | (j) | ||
Repayment of Existing Term Loan A | 1,703 | (h) | ||
Repayment of 2022 Convertible Notes | 631 | (u) | ||
Repayment of Avast debt | 943 | (k) | ||
Extinguishment of Cash Bridge Facility | 750 | (t) | ||
Cash paid for transaction cost | 300 | (l) | ||
10,412 | ||||
Pro forma adjustment to cash and cash equivalents | (862 | ) |
4.2) Reflects an adjustment to intangible assets-net based on a preliminary fair value assessment:
Description | Amount | |||
(in millions of Dollars) | ||||
Fair value of developed technology, customer relationships and trademarks / trade names acquired | 2,653 | (m) | ||
Removal of Avast’s historical intangible assets | (136 | ) | ||
Pro forma adjustment to intangible assets — net | 2,517 |
4.3) Reflects an adjustment to goodwill based on the preliminary purchase price allocation:
Description | Amount | |||
(in millions of Dollars) | ||||
Fair value of consideration transferred in excess of the preliminary fair value of assets acquired and liabilities assumed | 6,974 | (n) | ||
Removal of Avast’s historical goodwill | (2,301 | ) | ||
Pro forma adjustment to goodwill | 4,673 |
11
4.4) Refer to the table below for a summary of impacts the financing arrangements have on the debt balance balance, and refer to Note 5 for details on the impact these financing arrangements have on the unaudited pro forma condensed combined statements of operations:
Description | Amount | |||
(in millions of Dollars) | ||||
Proceeds: | ||||
Proceeds from Term A Facility | 3,910 | (h) | ||
Proceeds from Term B Facility | 3,690 | (i) | ||
Proceeds from Cash Bridge Facility | 750 | (t) | ||
Proceeds from the Notes | 1,200 | (u) | ||
Less: Capitalized debt issuance cost | (130 | )(p) | ||
9,420 | ||||
Repayments: | ||||
Repayment of Avast debt | 943 | (k) | ||
Repayment of 2022 Convertible Notes | 525 | (u) | ||
Repayment of Existing Term Loan A | 1,703 | (h) | ||
Extinguishment of Cash Bridge Facility | 750 | (t) | ||
3,921 | ||||
Pro forma adjustment to debt | 5,499 | |||
Pro forma adjustment to the current portion of debt | (690 | ) | ||
Pro forma adjustment to the long-term portion of debt | 6,189 |
4.5) Reflects an adjustment to NortonLifeLock and Avast equity based on the following:
Description | Amount | |||
(in millions of Dollars) | ||||
Fair value of common stock issued to the Sellers | 2,078 | (o) | ||
Removal of Avast’s historical equity | (1,490 | ) | ||
Repayment of 2022 Convertible Notes | (101 | )(u) | ||
Transaction costs | (170 | )(l) | ||
Pro forma adjustment to Total NortonLifeLock and Avast equity | 317 |
4.6) Tax effect on the PPA FV allocations (intangibles):
As part of the purchase price allocation, the fair value of intangible assets has been adjusted, with no corresponding increase to tax basis; therefore, deferred tax liabilities are established in purchase price accounting. The deferred tax liability reduces annually with the amortization of the intangible assets for US GAAP purposes.
4.7) Represents a reclassification of deferred tax assets being netted with the deferred tax liabilities pursuant to ASC 740-10-45-6.
12
5. Adjustments to the unaudited pro forma condensed combined statements of operations
Refer to the items below for reconciliation of the adjustments reflected in the unaudited pro forma condensed combined statements of income:
5.1) The newly acquired intangible assets which consist of developed technology, customer relationships and tradenames / trademarks will be amortized on a straight-line basis over their expected useful lives of 6 years, 7 years, and 10 years respectively. Pro forma amortization expense includes amortization expense for the newly identified intangible assets less the amortization expense on Avast’s historical intangible assets. The Company is still in the process of evaluating the fair value of the intangible assets and software. Any resulting change in the fair value would have a direct impact to future earnings via depreciation and amortization expense.
Estimated Fair Value | Useful Lives (Years) | Three Months Ended July 1, 2022 | Year Ended April 1, 2022 | |||||||||||||
(in millions of Dollars) | ||||||||||||||||
Amortization expense | ||||||||||||||||
Developed Technology | 1,469 | 6 | 61 | 245 | ||||||||||||
Customer Relationships | 980 | 7 | 35 | 140 | ||||||||||||
Trademarks / Tradenames | 204 | 10 | 5 | 20 | ||||||||||||
Less: Historical Avast amortization | (7 | ) | (22 | ) | ||||||||||||
Net adjustment to amortization | 94 | 383 |
5.2) To adjust historical interest expense as follows:
Principal Balance | Contractual Interest Rate | Three Months Ended July 1, 2022 | Year Ended April 1, 2022 | |||||||||||||||
(in millions of Dollars) | ||||||||||||||||||
Increase to interest expense: | ||||||||||||||||||
Proceeds from Term A Facility | 3,910 | 4.17 | % | Loan Amortization & Rates | 41 | 163 | ||||||||||||
Proceeds from Term B Facility | 3,690 | 4.42 | % | Loan Amortization & Rates | 41 | 163 | ||||||||||||
Proceeds from the Notes | 1,200 | 6.50 | % | Loan Amortization & Rates | 20 | 78 | (q) | |||||||||||
Amortization of capitalized debt issuance cost | Amortization of debt issuance cost | 1 | 12 | (q) | ||||||||||||||
103 | 416 | |||||||||||||||||
Decrease to interest expense: | ||||||||||||||||||
Historical interest expense of Avast for the instruments being repaid | (8 | ) | (27 | ) | ||||||||||||||
Historical interest expense of NortonLifeLock for the instruments being repaid | (17 | ) | (38 | )(u) (h) | ||||||||||||||
(25 | ) | (65 | ) | |||||||||||||||
Pro forma adjustment to interest expense | 78 | 351 |
13
5.3) The pro forma basic and diluted earnings per share calculations are based on the basic and diluted weighted average shares of NortonLifeLock. The pro forma basic and diluted weighted average shares outstanding are a combination of historic weighted average NortonLifeLock shares and the share impact as part of the Transaction as follows:
Three Months Ended July 1, 2022 | Year Ended April 1, 2022 | |||||||
(in millions of Dollars, except per share amounts) | ||||||||
Pro forma net income attributable to NortonLifeLock | 129 | 432 | ||||||
Historical weighted-average number of common shares outstanding | ||||||||
Basic | 578 | 581 | ||||||
Diluted | 604 | 591 | ||||||
Impact of the Transaction on weighted-average number of common shares outstanding | 92 | 92 | ||||||
Pro forma weighted-average number of common shares outstanding | ||||||||
Basic | 670 | 673 | ||||||
Diluted | 696 | 683 | ||||||
Pro forma net income per share | ||||||||
Basic | 0.19 | 0.64 | ||||||
Diluted | 0.18 | 0.63 |
5.4) Represents the adjustment of the historical unrealized foreign exchange gain recognized by Avast for the instruments being repaid as part of the transaction. Refer to note 4.4 for additional details on Avast’s debt being settled as part of the transaction.
5.5) Represents the adjustments of the transaction cost paid for by NortonLifeLock and Avast.
5.6) Represents the tax benefit deductibility of the transaction cost paid for by NortonLifeLock and Avast using a blended statutory rate of 19.5%. Lastly, the other tax adjustments here include the tax impact of the other pro forma adjustments recorded.
6. Deal outcome analysis
The unaudited pro forma condensed combined statement of financial position and unaudited pro forma condensed combined statements of operations have been prepared under the assumption that all Avast shareholders, other than the Avast directors who hold Avast Shares, receive the Majority Cash Option. This note contains a summary of the expected impact to the pro forma financial information presented in case all Avast shareholders elect for the Majority Stock Option.
6.1) Expected impact on the preliminary calculation of consideration to be transferred under the Merger:
Calculation of consideration | Amount | |||||||
Cash consideration: | (a) | |||||||
Majority Stock Option: | ||||||||
U.S. Dollars per share of Avast | 2.37 | |||||||
Shares of Avast (in millions) | 1,053 | |||||||
Pro Forma Cash Consideration | 2,496 | |||||||
Share consideration: | (a) | |||||||
Majority Stock Option: | ||||||||
Shares of Avast (in millions) | 1,053 | |||||||
Exchange ratio | 0.1937 | |||||||
New NortonLifeLock shares to be issued | 204 | |||||||
Share price of NortonLifeLock on August 31, 2022 | $ | 22.59 | ||||||
Pro Forma Share Consideration | 4,608 | |||||||
Fair value of total consideration transferred | 7,104 |
6.2) The preliminary purchase price as shown in the table above is allocated to the tangible and intangible assets acquired and liabilities assumed of Avast based on their preliminary estimated fair values. As mentioned in Note 1, the fair value assessments are preliminary and are based upon available information and certain assumptions which the Company believes are reasonable under the circumstances and which are further described in Note 4. Actual results may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements.
14
Preliminary purchase price allocation | Amount | |||
Current Assets | 446 | |||
Property, equipment and software | 31 | (g) | ||
Identifiable intangible assets | 2,653 | (m) | ||
Goodwill | 5,915 | (n) | ||
Other non-current assets | 100 | |||
Total current liabilities | (838 | ) | ||
Total non-current liabilities | (1,203 | ) | ||
Total purchase price | 7,104 | |||
6.3) Summary of the expected impact on the pro forma financial information presented:
On August 10, 2021, NortonLifeLock announced that to the extent that Avast Shareholders elect for the Majority Stock Option, NortonLifeLock intends, subject to market conditions and other capital requirements, to implement an incremental share buyback program over time following completion of the Merger (the “Post-Merger Buyback”). If all Avast shareholders elect for the Majority Stock Option, NortonLifeLock expects that the amount of the Post-Merger Buyback, if implemented, would be up to approximately $3 billion. However, this amount would be reduced by the amount of any incremental cash consideration payable to Avast shareholders who receive the Majority Cash Option. Therefore, the sources and uses of funds relating to the Merger are expected to remain consistent under both the assumptions that all Avast shareholders, other than the Avast Directors who hold Avast Shares, receive the Majority Cash Option and in the case where all Avast shareholders elect for the Majority Stock Option, resulting in no expected difference in the pro forma condensed combined long-term debt and interest expense presented.
The below tables include a summary of the following expected difference in the instance where all Avast shareholders elect for the Majority Stock Option: Less cash will be paid as purchase consideration, resulting in a higher pro forma condensed combined cash and cash equivalents balance; A decrease in the fair value of purchase consideration, resulting in a lower pro forma condensed combined goodwill balance; Additional stock will be issued as purchase consideration, resulting in a higher pro forma condensed combined common stock and additional paid-in capital balance; and Additional stock will be issued as purchase consideration, resulting in an increase in the weighted-average shares outstanding and therefore lower income per share (basic and diluted).
The summary of the expected differences below does not contemplate the impact of the above share buyback expected following the close of the Merger. This share buyback is expected to reduce cash, reduce common stock and additional paid-in capital and result in higher basic and diluted net income per share.
NortonLifeLock
Inc.
Extract from the Unaudited Pro Forma Condensed Combined Statement of Financial Position
As of July 1, 2022
(in millions of Dollars, except per share amounts)
Pro
Forma | Expected variance | Pro
Forma | ||||||||||
Cash and cash equivalents | 767 | 3,589 | 4,356 | |||||||||
Goodwill | 9,835 | (715 | ) | 9,120 | ||||||||
Common stock and additional paid-in capital | 2,548 | 2,530 | 5,078 |
15
NortonLifeLock
Inc.
Extract from the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income
For the Three Months Ended July 1, 2022
(in millions of Dollars, except per share amounts)
Pro
Forma Condensed | Expected variance | Pro Forma Condensed (in U.S. GAAP) | ||||||||||
Income (loss) per share - basic: | ||||||||||||
Basic | 0.19 | (0.01 | ) | 0.18 | ||||||||
Diluted | 0.18 | - | 0.18 | |||||||||
Weighted-average shares outstanding: | ||||||||||||
Basic | 670 | 112 | 782 | |||||||||
Diluted | 696 | 112 | 808 |
NortonLifeLock
Inc.
Extract from the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income
For the Year Ended April 1, 2022
(in millions of Dollars, except per share amounts)
Pro
Forma Condensed | Expected variance | Pro
Forma Condensed | ||||||||||
Income (loss) per share - basic: | ||||||||||||
Basic | 0.64 | (0.03 | ) | 0.61 | ||||||||
Diluted | 0.63 | (0.03 | ) | 0.60 | ||||||||
Weighted-average shares outstanding: | ||||||||||||
Basic | 673 | 112 | 785 | |||||||||
Diluted | 683 | 112 | 795 |
Explanatory Note
The unaudited pro forma condensed combined statements of operations reflect the following adjustments:
(a) Under the terms of the Transaction, Avast shareholders will receive $7.61 in cash and 0.0302 shares of New NortonLifeLock for each share of Avast under the Majority Cash Option and $2.37 in cash and 0.1937 shares of New NortonLifeLock for each share of Avast under the Majority Stock Option. ASC 805 requires the calculation of consideration to be performed as of the closing date; however, for purposes of the unaudited pro forma condensed combined statement of financial position, the share price of NortonLifeLock was the closing share price as of August 31, 2022.
(b) Represents a reclassification of financial statement line items of Avast to conform its presentation with that of NortonLifeLock.
16
(c) Avast historically measured their investment in equity instruments at fair value and the changes in fair value related to these equity investments were recognized through Other Comprehensive Income. Under U.S. GAAP, changes in fair value should be recognized in Net Income. Therefore, a pro forma adjustment was made to reclassify the historic change in fair value recognized through Other Comprehensive Income to Net Income.
(d) Avast has not historically presented amortization of intangible assets as a separate financial statement line item. This adjustment therefore represents the pro forma adjustment to remove the amortization of intangible assets historically disclosed as part of cost of revenues and research and development and showing it separately on the financial statement line item related to amortization of intangible assets to ensure conformation with the presentation by NortonLifeLock.
(e) Leases: As of January 1, 2019, NortonLifeLock and Avast adopted ASC 842, Leases and IFRS 16, Leases, respectively. While IFRS and US GAAP requirements under ASC 840 and IAS 17 were similar for lessees prior to the transition date, January 1, 2019, there are several notable differences between the two standards that will impact accounting after the transition date. U.S. GAAP follows finance lease and operating lease models for lessees, which impacts the pattern of expense recognition associated with the lease. Under IFRS, lessees account for all their leases under one accounting model, which is effectively equivalent to that of a finance lease under U.S. GAAP. The impact to the unaudited pro forma condensed combined statement of financial position for the three months ended July 1, 2022, primarily related to an increase in operating lease assets of $2 million and decrease in lease liability of $2 million. The impact to the unaudited pro forma condensed statement of operations for the three months ended July 1, 2022, was immaterial. The impact to the unaudited pro forma condensed statement of operations for the year ended April 1, 2022 is primarily a decrease to interest expense of $2 million and an increase to General and administrative expense of $1 million.
(f) Share based payment awards with graded vesting features: Under U.S. GAAP, NortonLifeLock’s policy is to recognize the costs related to share-based payment awards with graded vesting conditions in the financial statements on a straight-line basis over the award’s requisite service period except for performance-based restricted stock units with graded vesting, for which NortonLifeLock recognize the costs on a graded basis. Under IFRS, Avast recognize the costs related to share-based payment awards in the financial statements on a graded basis over the related vesting period to reflect the vesting as it occurs. This, therefore, represents an adjustment to share-based payment awards with graded vesting features to ensure conformity with NortonLifeLock’s policy election under U.S. GAAP to recognize the costs on a straight-line basis over the award’s requisite service period.
(g) NortonLifeLock has not yet determined the fair value of property and equipment to be acquired; however, based on information received to date, management does not believe the fair value will be materially different from the historical carrying value. As such, the historical carrying value has been used in the preliminary purchase price allocation reflected in the unaudited pro forma condensed combined statement of financial position. This assertion remains contingent upon receiving additional information and performing procedures to calculate the fair value of property and equipment. No adjustment was made to the unaudited pro forma condensed combined statements of income, but any difference between the fair value and the historical carrying value would have a direct impact to future earnings via depreciation expense.
(h) To fund the Transaction, NortonLifeLock will borrow an additional $3,910 through the Term A Facility. At the closure of the transaction, NortonLifeLock expects to repay the amounts outstanding under the Existing Term Loan A.
(i) To fund the Transaction, NortonLifeLock will borrow an additional $3,690 million through the Term B Facility. The Term B Facility provides NortonLifeLock with commitments to fund this amount under a seven-year term.
(j) This represents the cash consideration paid and issuance of New NortonLifeLock Shares to Avast under the Majority Cash Option. Refer to Note 3.
17
(k) As part of the Transaction, all the outstanding historical debt of Avast will be extinguished using a portion of the proceeds generated.
(l) To record estimated Transaction costs incurred during the twelve months ending April 1, 2022, amounting to $300 million, of which $130 million pertains to debt issuance cost that is capitalized as of the period end, and the remaining amount of $170 million pertains to other costs such as investment banking, attorney, consultant, independent accountant, regulatory fees, and other external transaction-related costs, which are recorded as an adjustment to 'restructuring, transition and other costs' within the unaudited proforma condensed combined statement of operations for the twelve months ending April 1, 2022.
(m) The intangible assets identified were developed technology, customer relationships and trademarks / trade names. Preliminary fair values for these intangible assets were determined based on a benchmarking analysis coupled with analytics around the transaction deal model. The fair value of developed technology, customer relationships and trademarks / trade names acquired were valued at $1,469 million, $980 million, and $204 million, respectively. The developed technology, customer relationships and trademarks / trade names will be amortized on a straight-line basis over their estimated useful lives of 6, 7 and 10 years respectively.
(n) Goodwill represents the excess of the preliminary purchase price over the preliminary fair value of the underlying net tangible and intangible assets acquired and liabilities assumed. Refer to the preliminary purchase price allocation in Note 3 above for more details.
(o) As disclosed in Note 3, NortonLifeLock is expected to issue $2,078 million of common stock to the Sellers as part of the Transaction.
(p) Represents the additional debt issuance cost expected to be incurred, associated with the Cash Bridge, Term A Facility and Term B Facility. For purposes of these unaudited pro forma condensed combined financial statements, management capitalized all the financing costs and amortized them on a straight-lined basis into interest expense in the unaudited pro forma condensed combined statements of income as disclosed in Note 5. Management has not yet performed a detailed debt extinguishment vs. modification analysis pursuant to ASC 470 — Debt with respect to the existing unamortized debt issuance costs and unamortized original issuance discount associated with drawdowns from the existing Agreement. However, any resulting pro forma adjustments related to amounts written-off are not expected to be material.
(q) To record estimated interest expense incurred related to the Notes, we estimated a combined contractual interest rate of 6.5% based on indicative market rates ranging from 6 to 7%. Additionally, debt issuance costs resulting from the new financing facilities were amortized to interest expense on a straight-line basis.
(r) Deferred tax assets on share-based compensation (IFRS vs US GAAP adjustment): The adjustment to the deferred tax asset relates to stock-based compensation which adjusts the IFRS deferred tax asset (calculated on intrinsic value under IFRS) to a basis of cumulative compensation expense required under ASC 740. Further, excess tax benefits recognized under IFRS directly in equity have been reclassified in the statement of profit or loss for the year ended 2021 as excess tax benefits are recognized in profit or loss under ASC 740 post adoption date of ASU 2016-09.
(s) Blended statutory rates: We have used a blended statutory rate of 19.5% which is the rate disclosed as the blended rate in the financial statements for the year ended December 31, 2021 for Avast plc. The United States international tax implications have been considered in the blended rate calculation.
(t) NortonLifeLock entered into the cash bridge facility, which provides for $750 million in the form of an unsecured bridge loan facility. NortonLifeLock does not expect to borrow under the cash bridge facility as it expects to have permanent financing in place at closing of the Transaction; however, for purposes of the unaudited pro forma condensed combined financial information, the cash bridge facility is being reflected since it is a committed source of financing as of the date of these unaudited pro forma condensed combined financial statements. In the event that the proceeds from the cash bridge facility is used to fund the Transaction, management expects to repay these amounts outstanding after the closure of the Transaction.
(u) Concurrent with the Transaction, NortonLifeLock is seeking to raise debt through a Notes offering. NortonLifeLock intends to use the net proceeds of this offering to (i) fund cash to the balance sheet following the repayment of our 2022 convertible notes and 2022 senior notes at their stated maturities, (ii) together with cash on hand and drawings under our new senior credit facilities, fund our acquisition of Avast, including the payment of related fees and expenses and (iii) for general corporate purposes (including share buybacks).
18
Exhibit 99.5
Full Year Results 2021
CONSOLIDATED STATEMENT OF PROFIT AND LOSS
For the year-ended 31 December 2021
Year-ended | Year-ended | |||||||||||
31 December 2021 | 31 December 2020 | |||||||||||
Note | $M | $M | ||||||||||
REVENUE | 5 | 941.1 | 892.9 | |||||||||
Cost of revenues | 8 | (149.5 | ) | (196.0 | ) | |||||||
GROSS PROFIT | 791.6 | 696.9 | ||||||||||
Sales and marketing | (179.8 | ) | (134.7 | ) | ||||||||
Research and development | (79.8 | ) | (86.1 | ) | ||||||||
General and administrative | (137.4 | ) | (140.7 | ) | ||||||||
Total operating costs | 9 | (397.0 | ) | (361.5 | ) | |||||||
OPERATING PROFIT | 394.6 | 335.4 | ||||||||||
Net gain on disposal of a business operation | 16 | 47.0 | - | |||||||||
Interest income | 11 | 0.2 | 0.4 | |||||||||
Interest expense | 11 | (26.8 | ) | (35.5 | ) | |||||||
Other finance income and expense (net) | 11 | 35.3 | (64.0 | ) | ||||||||
PROFIT BEFORE TAX | 450.3 | 236.3 | ||||||||||
Income tax | 13 | (101.9 | ) | (66.7 | ) | |||||||
PROFIT FOR THE FINANCIAL YEAR | 348.4 | 169.6 | ||||||||||
Earnings per share (EPS; in $ per share): | ||||||||||||
Basic EPS | 14 | 0.34 | 0.17 | |||||||||
Diluted EPS | 14 | 0.34 | 0.16 |
The accompanying notes form an integral part of these financial statements.
2
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year-ended 31 December 2021
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
$M | $M | |||||||
Profit for the financial year | 348.4 | 169.6 | ||||||
Other comprehensive (losses)/gains: | ||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||
- | Changes in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | (1.0 | ) | - | ||||
- | Remeasurement gain on defined benefit plan (net of tax) | 0.5 | - | |||||
Items that may be reclassified subsequently to profit or loss: | ||||||||
- | Translation differences | (1.1 | ) | 1.9 | ||||
Total other comprehensive (losses)/gains | (1.6 | ) | 1.9 | |||||
Comprehensive income for the year | 346.8 | 171.5 |
The accompanying notes form an integral part of these financial statements.
3
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2021
Company registered number: 07118170 | 31 December 2021 | 31 December 2020 | ||||||||||
Note | $M | $M | ||||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 17 | 429.0 | 175.4 | |||||||||
Trade and other receivables | 18 | 53.4 | 63.0 | |||||||||
Capitalised contract costs | 19 | 34.2 | 35.0 | |||||||||
Prepaid expenses | 9.9 | 10.3 | ||||||||||
Tax receivables | 13 | 5.3 | 5.2 | |||||||||
Other financial assets | 28 | 5.7 | 0.3 | |||||||||
537.5 | 289.2 | |||||||||||
Non-current assets | ||||||||||||
Property, plant and equipment | 20 | 32.4 | 41.2 | |||||||||
Right-of-use assets | 21 | 48.0 | 56.4 | |||||||||
Intangible assets | 22 | 122.0 | 127.7 | |||||||||
Deferred tax assets | 13 | 141.7 | 174.6 | |||||||||
Other financial assets | 28 | 8.0 | 0.8 | |||||||||
Capitalised contract costs | 19 | 2.4 | 2.8 | |||||||||
Prepaid expenses | 0.4 | 0.5 | ||||||||||
Goodwill | 23 | 2,003.6 | 1,991.3 | |||||||||
2,358.5 | 2,395.3 | |||||||||||
TOTAL ASSETS | 2,896.0 | 2,684.5 | ||||||||||
SHAREHOLDERS’ EQUITY AND LIABILITIES | ||||||||||||
Current liabilities | ||||||||||||
Trade and other payables | 24 | 79.8 | 63.2 | |||||||||
Lease liabilities | 21 | 7.0 | 7.0 | |||||||||
Provisions | 25 | 26.4 | 27.7 | |||||||||
Income tax liability | 13 | 11.8 | 1.3 | |||||||||
Deferred revenue | 26 | 468.6 | 458.8 | |||||||||
Term loan | 27 | 41.0 | 64.6 | |||||||||
Other financial liabilities | 28 | - | 0.4 | |||||||||
634.6 | 623.0 | |||||||||||
Non-current liabilities | ||||||||||||
Lease liabilities | 21 | 45.5 | 57.5 | |||||||||
Provisions | 25 | 1.4 | 0.6 | |||||||||
Deferred revenues | 26 | 35.0 | 37.7 | |||||||||
Term loan | 27 | 744.9 | 769.4 | |||||||||
Other non-current liabilities | - | 0.7 | ||||||||||
Deferred tax liability | 13 | 0.3 | 0.3 | |||||||||
827.1 | 866.2 | |||||||||||
Shareholders’ equity | ||||||||||||
Share capital | 30 | 139.8 | 138.6 | |||||||||
Share premium, statutory and other reserves | 30, 31 | 416.9 | 374.8 | |||||||||
Translation differences | 2.1 | 3.2 | ||||||||||
Retained earnings | 875.5 | 678.7 | ||||||||||
Equity attributable to equity holders of the parent | 1,434.3 | 1,195.3 | ||||||||||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 2,896.0 | 2,684.5 |
As described in Note 13, deferred tax liability of $21.7m (2020: $22.5m) is offset against deferred tax asset in the Consolidated Statement of Financial Position. Comparative information for the year ended 31 December 2020 were adjusted accordingly.
The accompanying notes form an integral part of these financial statements.
4
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
For the year-ended 31 December 2021
Share | Equity | ||||||||||||||||||||||||||||
premium, | attributable | ||||||||||||||||||||||||||||
statutory and | to equity | Non- | |||||||||||||||||||||||||||
Share | other | Translation | Retained | holders of | controlling | Total | |||||||||||||||||||||||
capital | reserves | differences | earnings | the parent | interests | equity | |||||||||||||||||||||||
Note | $M | $M | $M | $M | $M | $M | $M | ||||||||||||||||||||||
At 31 December 2019 | 136.0 | 280.7 | 1.3 | 698.9 | 1,116.9 | 7.5 | 1,124.4 | ||||||||||||||||||||||
Result of the year | - | - | - | 169.6 | 169.6 | - | 169.6 | ||||||||||||||||||||||
Other comprehensive income | - | - | 1.9 | - | 1.9 | - | 1.9 | ||||||||||||||||||||||
Comprehensive income for the year | - | - | 1.9 | 169.6 | 171.5 | - | 171.5 | ||||||||||||||||||||||
Other movements | - | - | - | 0.9 | 0.9 | - | 0.9 | ||||||||||||||||||||||
Transactions with NCI - Purchase of interest | - | - | - | (57.3 | ) | (57.3 | ) | (7.5 | ) | (64.8 | ) | ||||||||||||||||||
Transactions with NCI – De- recognition of put liability | - | 55.7 | - | 0.6 | 56.3 | - | 56.3 | ||||||||||||||||||||||
Transfer of share-based payments to retained earnings | 31 | - | (15.4 | ) | - | 15.4 | - | - | - | ||||||||||||||||||||
Share-based payments | 33 | - | 21.8 | - | - | 21.8 | - | 21.8 | |||||||||||||||||||||
Issuance of shares under share-based payments plans | 30 | 2.6 | 32.0 | - | (0.6 | ) | 34.0 | - | 34.0 | ||||||||||||||||||||
Share-based payments tax | - | - | - | 5.9 | 5.9 | - | 5.9 | ||||||||||||||||||||||
Cash dividend | 32 | - | - | - | (154.7 | ) | (154.7 | ) | - | (154.7 | ) | ||||||||||||||||||
At 31 December 2020 | 138.6 | 374.8 | 3.2 | 678.7 | 1,195.3 | - | 1,195.3 | ||||||||||||||||||||||
Result of the year | - | - | - | 348.4 | 348.4 | - | 348.4 | ||||||||||||||||||||||
Other comprehensive income | - | - | (1.1 | ) | (0.5 | ) | (1.6 | ) | - | (1.6 | ) | ||||||||||||||||||
Comprehensive income for the year | - | - | (1.1 | ) | 347.9 | 346.8 | - | 346.8 | |||||||||||||||||||||
Other movements | - | - | - | (0.4 | ) | (0.4 | ) | - | (0.4 | ) | |||||||||||||||||||
Transfer of share-based payments to retained earnings | 31 | - | (14.1 | ) | - | 14.1 | - | - | - | ||||||||||||||||||||
Share-based payments | 33 | - | 46.0 | - | - | 46.0 | - | 46.0 | |||||||||||||||||||||
Issuance of shares under share-based payments plans | 30 | 1.2 | 10.2 | - | (0.7 | ) | 10.7 | - | 10.7 | ||||||||||||||||||||
Share-based payments tax | - | - | - | 0.9 | 0.9 | - | 0.9 | ||||||||||||||||||||||
Cash dividend | 32 | - | - | - | (165.0 | ) | (165.0 | ) | - | (165.0 | ) | ||||||||||||||||||
At 31 December 2021 | 139.8 | 416.9 | 2.1 | 875.5 | 1,434.3 | - | 1,434.3 |
The accompanying notes form an integral part of these financial statements.
5
CONSOLIDATED STATEMENT OF CASH FLOWS | ||||||||||||
For the year-ended 31 December 2021 | ||||||||||||
Year-ended | Year-ended | |||||||||||
31 December 2021 | 31 December 2020 | |||||||||||
Note | $M | $M | ||||||||||
Cash flows from operating activities | ||||||||||||
Profit for the financial year | 348.4 | 169.6 | ||||||||||
Non-cash adjustments to reconcile profit to net cash flows: | ||||||||||||
Income tax | 13 | 101.9 | 66.7 | |||||||||
Depreciation | 12 | 19.0 | 19.7 | |||||||||
Amortisation | 12 | 25.2 | 67.9 | |||||||||
Impairment | 5.6 | 2.8 | ||||||||||
Gain on disposal of a business operation | 16 | (47.0 | ) | - | ||||||||
Movement of provisions and allowances | (1.1 | ) | 14.5 | |||||||||
Interest income | 11 | (0.2 | ) | (0.4 | ) | |||||||
Interest expense, changes of fair values of derivatives and other non-cash financial expense | 11 | 26.8 | 29.7 | |||||||||
Shares granted to employees | 33 | 46.0 | 21.9 | |||||||||
Effect of exchange rate changes on cash and cash equivalents held in foreign currencies | 10.4 | (3.0 | ) | |||||||||
Unrealised foreign exchange gains and losses and other non-cash transactions | 11 | (38.7 | ) | 72.0 | ||||||||
Working capital adjustments: | ||||||||||||
(Increase)/decrease in trade and other receivables | 7.6 | 14.7 | ||||||||||
(Increase)/decrease in inventories | 0.1 | 0.8 | ||||||||||
Increase/(decrease) in trade and other payables | 19.9 | 2.4 | ||||||||||
Increase in deferred revenues | 26 | 7.3 | 29.2 | |||||||||
Income tax paid | (61.8 | ) | (52.0 | ) | ||||||||
Net cash flows from operating activities | 469.4 | 456.5 | ||||||||||
Cash flows from investing activities | ||||||||||||
Acquisition of property and equipment | 20 | (9.0 | ) | (12.4 | ) | |||||||
Acquisition of intangible assets | 22 | (4.3 | ) | (2.7 | ) | |||||||
Investment in subsidiary, net of cash acquired | 15 | (49.5 | ) | - | ||||||||
Settlement of contingent consideration | (0.7 | ) | (4.7 | ) | ||||||||
Proceeds from sale of a business operation, net of cash disposed | 16 | 62.4 | 3.0 | |||||||||
Interest received | 0.2 | 0.4 | ||||||||||
Net cash used in investing activities | (0.9 | ) | (16.4 | ) | ||||||||
Cash flows from financing activities | ||||||||||||
Transaction with NCI, net of fees | - | (64.8 | ) | |||||||||
Exercise of options | 30 | 10.7 | 34.0 | |||||||||
Dividend paid | 32 | (165.0 | ) | (154.7 | ) | |||||||
Repayment of borrowings | 27 | (31.3 | ) | (261.9 | ) | |||||||
Proceeds from borrowings | 27 | 6.6 | - | |||||||||
Transaction costs related to borrowings | 27 | (2.7 | ) | - | ||||||||
Interest paid | 27 | (14.3 | ) | (27.5 | ) | |||||||
Lease payments interest | 21 | (1.8 | ) | (2.1 | ) | |||||||
Lease payments principal | 21 | (6.8 | ) | (7.2 | ) | |||||||
Net cash used in financing activities | (204.6 | ) | (484.2 | ) | ||||||||
Net increase/(decrease) in cash and cash equivalents | 264.0 | (44.2 | ) | |||||||||
Effect of exchange rate changes on cash and cash equivalents | (10.4 | ) | 3.0 | |||||||||
held in foreign currencies | ||||||||||||
Cash and cash equivalents at beginning of period | 17 | 175.4 | 216.6 | |||||||||
Cash and cash equivalents at end of period | 429.0 | 175.4 |
The accompanying notes form an integral part of these financial statements.
6
1. GENERAL INFORMATION
Avast plc, together with its subsidiaries (collectively, ‘Avast’, ‘the Group’ or ‘the Company’), is a leading global cybersecurity provider. Avast plc is a public limited company incorporated and domiciled in the UK, and registered under the laws of England & Wales under company number 07118170 with its registered address at 110 High Holborn, London WC1V 6JS. The ordinary shares of Avast plc are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and trade on the London Stock Exchange plc’s main market for listed securities.
These results do not comprise statutory accounts within the meaning of section 435 of the Companies Act 2006. The consolidated financial statements for the year ended 31 December 2021 have been audited with an unqualified report that did not contain an emphasis of matter referenced or a statement under section 498(2) or (3) of the Companies Act 2006.
The consolidated financial statements of the Group for the year ended 31 December 2021 were approved by the Board of Directors on 24 February 2022 and have not yet been delivered to the registrar.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies used in preparing the historical financial information are set out below. These accounting policies have been consistently applied in all material respects to all periods presented except for the changes described in Note 4.
Basis of preparation
The audited consolidated financial statements of the Group for the year ended 31 December 2021 have been prepared in accordance with international accounting standards in conformity with the requirements of the international financial reporting standards as issued by the IASB.
The consolidated financial statements have been prepared on a historical cost basis and are presented in US dollars. All values are rounded to the nearest 0.1 million ($’m), except where otherwise indicated.
The Group uses the direct method of consolidation, under which the financial statements are translated directly into the presentation currency of the Group, the US dollar (‘USD’). The consolidation of a subsidiary begins when the Group obtains control over the subsidiary, and continues to be consolidated until the date when such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full on consolidation.
Going concern
The directors have considered that the recommended merger with NortonLifeLock Inc. (“NortonLifeLock”) represents the most significant event impacting the company in the period to 30 June 2023 (‘the going concern period’). In forming their view on the going concern of the Group, the Directors have considered two scenarios, being where the merger does not proceed and the Group continues to operate as in prior years (‘Standalone Scenario’) and the scenario where the recommended merger proceeds as expected (‘Combined Company Scenario’).
Standalone Scenario
The directors have reviewed management’s detailed going concern review and analysis of the accounts and considers that the Group has adequate resources to continue business during the going concern period.
Group’s financial covenants
The Group’s Term Loan Credit Agreement includes a single financial covenant that is triggered at any time $35m or more is outstanding under the revolving credit agreement as at 30 June or 31 December. The Group must maintain, on a consolidated basis, a leverage ratio (set as a ratio of Consolidated First Lien Net Debt to Consolidated EBITDA which is adjusted for amortisation and depreciation, non-cash expenses such as share-based payments, the effects of business combination accounting and other non-cash items) less than 6.5x when $35m or more is outstanding. This covenant is tested quarterly at such time as it is in effect. In line with our budget, the Total Net First Lien Leverage Ratio remains materially lower than 6.5x during the period under review. The ratio was 0.7x at 31 December 2021 and there is no reason to believe that the Group would have any material risk against the ceiling of 6.5x. As of 31 December 2021, the $40m committed under the revolving credit facility was undrawn (see Note 27).
7
Reverse stress testing
In undertaking the going concern assessment, Directors have reviewed the latest budget and forecast of the Group through 30 June 2023, including projected billings and cash flows. Cash flow projections have been subject to reverse stress testing, which assessed the potential impact of an extreme scenario whereby billings from the Consumer Direct desktop business contracted drastically without any mitigating action by management. The covenant would be breached only if Consumer Direct desktop billings declined more than 70% YoY in the period through 30 June 2023.
Our business remains resilient because:
- | Cash collection is strong and bad debt risk is limited as clients typically pay for services up front |
- | Flexible cost base – a significant portion of the Group’s costs are discretionary in nature |
- | The deferred revenue balance is growing (deferred revenue up +1.4% vs YE 2020) supporting attractive future revenue growth and good future revenue visibility. The deferred revenue balance as of 31 December 2021 of $503.6m includes $468.6m to be released into revenue in the following 12 months |
- | We continuously monitor and invest into market needs. In FY 2021 Avast continued its strong investment in technology capability and innovation demonstrated by the launch its new innovative integrated solution Avast One to support mid-term growth |
The Directors continue to carefully monitor the impact of the COVID-19 pandemic, and its impact on the macroeconomic environment, on the operations of the Group and have a range of possible mitigating actions, which could be implemented in the event of a downturn of the business.
In preparing the Consolidated Financial Statements management has considered the impact of climate change. These considerations did not have a material impact on the financial reporting judgements and estimates, consistent with the assessment that climate change is not expected to have a significant impact on the Group’s going concern assessment to June 2023.
Combined Company Scenario
The directors have specifically considered the impact of the potential merger on their going concern conclusion. The directors were engaged with NortonLifeLock through the process of recommending the merger and agree there is a sound strategic rationale for the merger to proceed. In assessing whether the Group will continue to be a going concern in this scenario, the directors have specifically considered the following key factors;
- | The merger is expected to be complementary to both parties, with Avast benefitting from NortonLifeLock’s scale, strength in identity and broad-based adoption of its Norton 360 platform. In addition, the directors noted that the Combined Company expects to have a dual Headquarters with one in Prague, Czech Republic. |
- | The directors have made inquiries of NortonLifeLock to understand their intentions for the Combined Company and whether there were any risks which were significant enough to impact going concern. |
- | The Quantified Financial Benefits Statement and opinions received from various advisors during the merger and have an expectation for the merger to be accretive to standalone Avast’s planned performance. |
- | The directors are satisfied that Avast’s Term Loan does not have a change of control clause which would be triggered in the event of the merger completing. |
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- | The merger is expected to be primarily debt financed, with the Combined Company having over $8 billion of debt, disclosed publicly and secured with lenders. The directors are satisfied that the majority of this debt is long term with most repayments due in 2027 and subsequent years. The directors also note that as at 31 December 2021 NortonLifeLock had a cash balance of $1.8 billion and there is a $1.5 billion undrawn revolving credit facility (‘RCF’) available to the Combined Company in the event of a liquidity shortfall. |
- | The covenant identified in relation to the Term Loans. The directors and management have made reasonable inquiries of NortonLifeLock to understand whether there are risks in relation to available covenant headroom. The directors have reviewed public filings made by NortonLifeLock including results for the quarter ended 31 December 2021 and are satisfied that the covenant risk is sufficiently low. |
- | The directors have considered the risk of a delay in synergies materialising and noted these to not impact their conclusion of going concern. |
On the basis of the above considerations in both Standalone and Combined Company scenarios, the Directors have a reasonable expectation that the Group will have adequate resources to continue in business for the period to 30 June 2023 and therefore continue to adopt the going concern basis in preparing the financial statements.
Impact of COVID-19 on financial statements at 31 December 2021
In light of the impact of COVID-19, management have considered the impact on accounting policies, judgements and estimates. In particular, on the expected credit loss, where customers have been reviewed for potential increased level of risk. There has been no material specific impairment against the Group’s receivables recorded as of 31 December 2021.
On 31 December 2021, the Group tested goodwill and intangible assets for impairment and considered uncertainty caused by COVID-19. No significant adjustment to Group’s accounting estimates has been deemed necessary, considering also the fact that the headroom of market capitalisation over net assets is significant. There is no reason to believe that impairment would be required. See Note 23 for further details of the impairment test.
Impact of proposed Merger with NortonLifeLock Inc.
On 10 August 2021 the boards of NortonLifeLock Inc. (“NortonLifeLock”) and Avast announced that they have reached agreement on the terms of a recommended Merger of Avast with NortonLifeLock, in the form of a recommended offer by Nitro Bidco Limited (“Bidco”), a wholly owned subsidiary of NortonLifeLock, for the entire issued and to be issued ordinary share capital of the Company (the “Merger”). As set out in the announcement pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (“Code”), the boards of NortonLifeLock and Avast believe the Merger has compelling strategic logic and represents an attractive opportunity to create a new, industry leading consumer Cyber Safety business, leveraging the established brands, technical expertise and innovation of both groups to deliver substantial benefits to consumers, shareholders and other stakeholders.
The Combined Company is expected to unlock significant value creation through cost synergies, providing additional upside potential from new reinvestment capacity for innovation and growth following completion of the Merger, a substantial portion of which would come from headcount reductions, in addition to other initiatives in systems & infrastructure and contracts & shared services. NortonLifeLock intends to fully observe the existing contractual and statutory employment rights of all Avast management and employees and does not intend to make any material changes to the conditions of employment of the employees or management of the Avast Group.
NortonLifeLock also values the investment that Avast has made in its technology and the infrastructure and expertise in place within the Avast Group to create, maintain and enhance existing product offerings and intends to retain Avast’s R&D capabilities in the Czech Republic. The Combined Company expects to maintain a significant presence in the Czech Republic, including across R&D, commercial and general and administrative functions, the level of which will be reviewed in the first year following completion of the Merger, taking into account Avast’s current management plans.
9
The acceleration of the vesting (and any incremental increase in the fair value of the awards) has been recognised prospectively from the date of modification to the expected completion date of the Merger. In total, these modifications increased the share-based payment charge for the year by $2.2m in relation to Performance Stock Units (PSUs) and $4.0m in relation to Restricted Stock Units (RSUs) (see Note 33 for scheme details).
No other modifications or adjustments to accounting judgements and estimates have been made to reflect the proposed Merger.
Revenue recognition
Revenue is measured based on the fair value of consideration specified in the contract with a customer, and excludes taxes and duty. The Group recognises the revenue when it transfers control over a product and service to a customer. Each contract is evaluated to determine whether the Group is the principal in the revenue arrangements.
Revenues from individual products and services are aggregated into the following categories:
Consumer
Direct
The principal revenue stream of the Group is derived from the sale of its software and related services for desktop and mobile which protect users’ security, online privacy and device performance. Licence agreements with customers include a pre-defined subscription period during which the customer is entitled to the usage of the products, including updates of the software. The typical length of a subscription period is 1, 12, 24, or 36 months. Antivirus software requires frequent updates to keep the software current in order for it to be beneficial to the customer and the customer is therefore required to use the updated software during the licence period. This provides evidence that the licence grants the right to access the software over time and therefore revenue is recognised evenly over the term of the licence. The software licence, together with the unspecified updates, form a single distinct performance obligation.
The Group mainly sells software licences through direct sales (mainly through e-commerce services providers including Digital River) to customers. However, the Group also sells a small portion through indirect sales via the Group’s retailers and resellers.
Deferred revenue represents the contract liability arising from contracts with customers. The portion of deferred revenues that will be recognised as revenue in the 12 months following the balance sheet date is classified as current, and the remaining balance is classified as non-current. Deferred revenue also materially represents the transaction price, relating to sales of software licences, that is allocated to future performance obligations.
The Group uses a practical expedient not to adjust the promised amount of consideration for the effects of a significant financing component if the Group expects, at contract inception, that the period between when the Group transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.
When the Group concludes that it has control over the provided product or service before that product or service is transferred to the customer, the Group acts as principal, and revenues for satisfying the performance obligations are recognised on a gross basis (before deduction of resellers’ commissions, payment provider fees and the third party costs). Otherwise revenues are recognised on a net basis.
The Group accounts for sales of products through e-commerce partners on a gross basis before the deduction of the e-commerce partners' commissions and fees. The Group’s e-commerce service providers fulfil administrative functions, such as collecting payment and remitting any required sales tax. The Group’s e-commerce service providers collect the fees and transfer cash payments to the Group on a monthly basis within 30 days after the end of the month with respect to which payment is being made. The Group sets the retail list prices and has control over the licences before transferring them to the customer.
The Group also sells subscription software licences through an e-shop directly to end customers in cooperation with certain payment gateways providers. Revenue from sales through the e-shop are accounted for on a gross basis before the deduction of payment gateways fees. The Group sets the final retail prices and fully controls the revenue arrangement with the end customers.
The Group reduces revenue for estimated sales returns. End users may return the Group’s products, subject to varying limitations, through resellers or to the Group directly for refund within a reasonably short period from the date of purchase. The Group estimates and records provisions for sales returns based on historical experience. The amount of such provisions is not material.
10
Indirect
Consumer indirect revenues arise from several products and distribution arrangements that represent the monetisation of the user base. These arrangements are accounted for on a net basis in an amount corresponding to the fee the Group receives from the monetisation arrangement. The contracted partner in the arrangement is the customer rather than the end user. The most significant sources of revenues are:
● | Google – The Group has a distribution arrangement with Google Ireland Limited (‘Google’) pursuant to which the Group is paid fees in connection with the Group’s offers to users of Google Chrome. The Group recognises revenue from Google in full in the month they are earned as the Group has no subsequent performance obligations after the date of sale. |
● | Secure Browsing – The Group’s Secure browser earns the Group a share of advertising revenue generated by end user search activity. Revenue is recognised immediately as the Group has no performance obligation after the date of sale. |
● | Advertising – Other Consumer Indirect derived revenues comprise advertising fees and product fees. Advertising fees are earned through advertising arrangements the Group has with third parties whereby the third party is obligated to pay the Group a portion of the revenue they earn from advertisements to the Group’s end users. Amounts earned are reflected as revenue in the month the advertisement is delivered to the end user. The Group also receives product fees earned through arrangements with third parties, whereby the Group incorporates the content and functionality of the third party into the Group’s product offerings. Fees earned during a period are based on the number of active clients with the installed third-party content or functionality multiplied by the applicable client fee. |
Location Labs, LLC (‘Location Labs’) provided mobile security solutions that partner with Mobile Network Operators (‘MNOs’) providing locator, phone controls and drive safe products to their customers. Once the product was developed by Avast based on the MNO’s requirements, the product was then sold to the end customer via the MNO’s subscription plans. The revenues generated by these arrangements were based on revenue share percentages as stated in the MNO agreements. Revenue was recognised on a net basis, after deduction of partners` commissions, based on the delivery of monthly services to the end customers of the MNOs. Avast had no control of the product and no discretion to set the final prices. On 16 April 2021, the Group sold this portfolio of mobile parental controls services (‘Family Safety mobile business’).
Small and Medium-sized Business (SMB)
SMB includes subscription revenue targeted at small and medium-sized businesses. Revenue is generated from the sale of security software and other IT managed solutions through online channels, resellers and distributors partners. Revenues from sales are recognised on a gross basis, before deduction of the payment gateways fees.
Cost of revenues
Expenses directly connected with the sale of products and the provision of services, e.g. commissions, payments and other fees and third party licence costs related to the subscription software licences, are recognised as cost of revenues (see Note 8).
Capitalised contract costs
The Group pays commissions, third party licence costs and payment fees to resellers and payment providers for selling the subscription software licences to end customers. Capitalised contract costs are amortised over the licence period and recognised in the cost of revenues. Capitalised contract costs are subject to an impairment assessment at the end of each reporting period. Impairment losses are recognised in profit or loss.
11
Taxes
Current income tax assets and liabilities recognised are the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the country where the Group operates and generates taxable income.
Deferred tax is recognised for all temporary differences, except:
● | where the deferred tax arises from the initial recognition of goodwill (taxable temporary differences only) or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and |
● | in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. |
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available, whereby the deductible temporary differences and the carry forward of unused tax credits and unused tax losses, can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date for the respective tax jurisdiction.
Deferred tax items are recognised outside of profit and loss in the same way as the related underlying transaction, either in other comprehensive income or directly in equity. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
Foreign currency translation
The Group’s historical financial information is presented in US dollars (USD or $). The functional currencies of all Group entities are presented in the table below. Each entity in the Group (including branch offices not representing incorporated entities) determines its own functional currency, and items included in the financial statements of each entity are measured using that functional currency. For the purposes of inclusion in the historical financial information, the statement of financial position of entities with non-USD functional currencies are translated into USD at the exchange rates prevailing at the balance sheet date and the income statements are translated at the average exchange rate for each month of the relevant year. The resulting net translation difference is recorded in other comprehensive income.
12
The functional currencies of the Group’s main entities are as follows:
Company or branch | Functional |
currency | |
Avast plc | USD |
Avast Holding B.V. | USD |
Avast Software B.V. | USD |
Avast Software s.r.o. | USD |
Avast Software, Inc. | USD |
Avast Deutschland GmbH | EUR |
AVG Technologies UK Limited | GBP |
AVG Technologies USA, LLC | USD |
FileHippo s.r.o. | CZK |
INLOOPX s.r.o. | EUR |
Piriform Group Limited | GBP |
Piriform Limited | GBP |
Piriform Software Limited | GBP |
Piriform, Inc. | USD |
Privax Limited | USD |
TrackOFF, Inc. | USD |
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are recalculated at the functional currency spot rate of exchange valid at the reporting date. All differences are recorded in the Consolidated Statement of Profit and Loss as finance income and expenses.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.
Business combinations and goodwill
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. If the business combination is achieved in stages, any previously held equity interest is remeasured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss. It is then considered in the determination of goodwill.
Any contingent consideration to be transferred will be recognised at fair value at the acquisition date. Contingent consideration is measured at fair value with changes in fair value recognised in profit or loss. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is accounted for within equity.
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. During the measurement period, which may be up to one year from the acquisition date, the Group may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Consolidated Statement of Profit and 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.
13
Intangible assets
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 as at the date of acquisition.
Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets with finite lives are amortised over their useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period for an intangible asset with a finite useful life is reviewed at least at the end of each reporting period. The amortisation expense on intangible assets with finite lives is recognised in the Consolidated Statement of Profit and Loss in the expense category consistent with the function of the intangible assets.
Indefinite lived intangibles are not amortised but are tested for impairment annually and for impairment indicators on a quarterly basis. The assessment of indefinite life is reviewed annually to determine whether the indefinite life assumption continues to be appropriate.
The useful economic lives of intangible assets are as follows:
Years | ||||
Developed technology | 4-5 | |||
Avast Trademark | Indefinite | |||
Piriform Trademark | 10 | |||
AVG Trademark | 6 | |||
Customer relationships and user base | 4 | |||
Other licensed intangible assets | 3-5 |
Research and development costs
Research costs are expensed when incurred when the criteria for capitalisation are not met. Development expenditures are recognised as an intangible asset when the Group can demonstrate:
- | the technical feasibility of completing the intangible asset so that the asset will be available for use or sale; | |
- | its intention to complete and its ability and intention to use or sell the asset; | |
- | how the asset will generate future economic benefits; | |
- | the availability of resources to complete the asset; and | |
- | the ability to measure reliably the expenditure during development. |
Development expenditure incurred on minor or major upgrades, or other changes in software functionalities, does not satisfy the criteria, as the product is not substantially new in its design or functional characteristics. Such expenditure is therefore recognised as an expense in the Consolidated Statement of Profit and Loss as incurred.
Goodwill
Goodwill is assessed as having an indefinite useful life and is tested for impairment annually.
Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset and includes costs directly attributable to making the asset capable of operating as intended.
Repairs and maintenance costs are charged to the Consolidated Statement of Profit and Loss for the accounting period during which they are incurred.
Depreciation is recorded on a straight-line basis over the estimated useful life of an asset, as follows:
Years | ||
Leasehold improvements | over the lease term | |
Machinery and equipment | 2-5 |
14
Gains or losses arising from the de-recognition of property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the Consolidated Statement of Profit and Loss when the asset is de-recognised.
Impairment
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal or its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets.
Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if available. If no such transactions can be identified, an appropriate valuation model is used.
Impairment losses of continuing operations are recognised in the Consolidated Statement of Profit and Loss in those expense categories consistent with the function of the impaired asset. For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. Any reversal of previously recognised impairment is limited so that the carrying amount of the asset does not exceed the lower of its recoverable amount or the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the Consolidated Statement of Profit and Loss.
Goodwill and intangible assets with indefinite useful lives are tested for impairment annually as at 31 December at the operating segment level, which is the smallest group of CGUs to which the goodwill and intangible assets with indefinite useful life can be allocated. Goodwill is allocated to the groups of CGUs that correspond with operating segments (Consumer and SMB) according to the allocation from past business combinations – see Note 23. Intangible assets with indefinite useful lives are all allocated to the Group of CGUs that correspond to the Consumer operating segment.
Leases
The Group adopted IFRS 16 using the modified retrospective method of adoption with the date of initial application of 1 January 2019. Right-of-use assets were measured at the amount of the lease liability on adoption using the incremental borrowing rate at the date of initial application (adjusted for any prepaid or accrued lease expenses and assessed for impairment). The weighted average discount rate was 3.3%. For any new contracts entered into on or after 1 January 2019, the Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease. Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and are subsequently adjusted (where appropriate) for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.
The right-of-use asset is depreciated on a straight-line basis over the lease term or, if it is shorter, over the useful life of the leased asset. The Group currently applies the lease term for depreciation of all right-of-use assets (see Note 21). Related expenses are presented within depreciation, allocated to general and administrative expenses. The Group also assesses the right-of-use asset for impairment when such indicators exist.
15
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable, variable lease payments that depend on an index or a rate and lease payments within extension option periods for which the Group considers it reasonably certain that the extension option will be utilised.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable.
The amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. Lease interest is presented within Interest expenses. In addition, the carrying amount of lease liabilities is re-measured if there is a reassessment of the lease term (using a revised discount rate at the date of the reassessment) or a change in the variable lease payments that depend on an index or rate (using the original discount rate). In such cases, there is a corresponding adjustment to the right-of-use asset.
Short-term leases and leases of low-value assets
The Group applies a recognition exemption for lease contracts that, at the commencement date, have a lease term of 12 months or less and do not contain a purchase option (‘short-term leases’), and lease contracts for which the underlying asset is of low value (‘low-value assets’). Short-term lease payments are recognised as operating expenses in the Consolidated Statement of Profit and Loss on a straight-line basis over the lease term.
Employee stock option plans
Employees of the Group receive remuneration in the form of share-based payment transactions whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined based on the fair value of the share-based payment award at the date when the grant is made, taking into account the market and non-vesting conditions, using an appropriate valuation model. Non-market vesting conditions are not taken into account in determining the fair value of the award. The cost is recognised, together with a corresponding increase in other capital reserves in equity, over the period in which the performance or service conditions are fulfilled. 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 that will ultimately vest. The Consolidated Statement of Profit and Loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in compensation expense.
No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions where vesting is conditional upon a market or non-vesting condition, which are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee. The additional expense, if any, for the incremental fair value of the modified award, measured under IFRS 2, is recognised over the period from the date of the modification to the end of the modified vesting period. When an equity-settled award is cancelled other than by forfeiture, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award.
16
The share based payment expense for the year is reflective of scheme modifications made in October 2021 that would come into place as a result of the proposed Merger, as it is deemed probable that these modifications will apply. These modifications predominantly relate to the early vesting of a pro-rated portion as at the date of the proposed Merger. The expense still to be recognised relating to the awards that are to early vest, is recognised prospectively from the date of modification to the expected date of the proposed Merger. Any incremental value of the modification is also recognised prospectively from the date of modification to the expected date of the proposed Merger. In total, these modifications increased the share based payment charge for the year by $2.2m in relation to Performance Stock Units (PSUs) and $4.0m in relation to Restricted Stock Units (RSUs) (see note 33 for scheme details). See significant estimates and judgements made in regards to the modification in Note 3.
Payments for settlement of equity-settled awards are taken to equity up to the fair value of the award at the time of settlement (with any excess recognised in profit or loss).
Deferred tax assets are recognised in connection with a granted stock option in the amount of the expected tax deduction available on exercise, measured using the share price at the end of the period and multiplied by the expired portion of the vesting period. The cumulative related tax benefit is recognised in profit and loss to the extent of the tax rate applied to the cumulative recognised share-based payments expense, with the excess (if any) recognised directly through equity.
Employee benefits
Defined contribution plans
The Group maintains a defined contribution 401(k) retirement savings plan for its US employees. Each participant in the 401(k) retirement savings plan may elect to contribute a percentage of his or her annual compensation up to a specified maximum amount allowed under US Internal Revenue Service regulations. The Group matches employee contributions to a maximum of 4% of the participant annual compensation.
Redundancy and termination benefits
Redundancy and termination benefits are payable when employment is terminated before the normal retirement or contract expiry date. The Group recognises redundancy and termination benefits when it is demonstrably committed to have terminated the employment of current employees according to a detailed formal plan without possibility of withdrawal. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. There are currently no redundancy and termination benefits falling due more than 12 months after the balance sheet date.
Employee benefit trust
The Group has established an employee benefit trust (Avast plc Employee Benefit Trust) in 2019. The trust is treated as an extension of the Company.
Key management personnel
The Group discloses the total remuneration of key management personnel (‘KMP’) as required by IAS 24 – Related party disclosures. The Group includes within KMP all individuals who have authority and responsibility for planning, directing and controlling the activities of the Group. KMP includes all members of the Board and the Executive Management team of the Group. Other related parties include family members if applicable. See Note 34 for more details.
Financial instruments
Financial assets and liabilities are recognised on the Group’s Consolidated Statement of Financial Position when the Group becomes a contractual party to the instrument. When financial instruments are recognised initially, they are measured at fair value, which is the transaction price plus, in the case of financial assets and financial liabilities not measured at fair value through profit and loss, directly attributable transaction costs.
17
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
● | Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities; | |
● | Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and | |
● | Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. |
Trade and other receivables
Trade receivables are at initial recognition recorded at the original invoice amount, including value-added tax and other sales taxes. At subsequent reporting dates, the carrying amount is decreased by the expected lifetime loss allowance attributable to the receivable or group of receivables based on a credit assessment of the counterparty or estimate for the relevant group of receivables respectively.
The Group uses the expected credit loss model for impairment of receivables. The Group applies practical expedients when measuring the expected credit loss. The Group applies a simplified approach and recognises expected lifetime loss allowances for trade receivables and contract assets. The expected lifetime loss is calculated using the provision matrix, which assigns provision rates to classes of receivables based on the number of days they are overdue, based on the Group’s historical credit loss experience adjusted for forward-looking development. The classes of receivables are stratified by types of customer and by operating segments between the Consumer and SMB receivables.
Bad debts are written off in the period in which they are determined to be completely irrecoverable.
Cash and cash equivalents
For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash at bank and cash in hand.
The Group´s Consolidated Statement of Cash Flows is prepared based on the indirect method from the Consolidated Statement of Financial Position and the Consolidated Statement of Profit and Loss.
Trade payables and other liabilities
Trade payables and other liabilities are recognised at their amortised cost which is deemed to be materially the same as the fair value.
Loans
Loans are initially recognised at their fair value net of transaction costs and subsequently measured at amortised cost using the effective interest method. The effective interest rate is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying amount of the financial liability.
De-recognition of financial instruments
A financial asset or liability is generally de-recognised when the contract that gives right to it is settled, sold, cancelled, or expires. Refinancing of the term loan was treated as an extinguishment of the old term loan and recognition of a new loan. See Note 27 for further details.
When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a de-recognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in the Consolidated Statement of Profit and Loss.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
18
Onerous contracts
If the Group has a contract that is onerous, the present obligation under the contract is recognised and measured as a provision. However, before a separate provision for an onerous contract is established, the Group recognises any impairment loss that has occurred on assets dedicated to that contract.
An onerous contract is a contract under which the unavoidable costs (i.e., the costs that the Group cannot avoid because it has the contract) of meeting the obligations under the contract exceed the economic benefits expected to be received under it. The unavoidable costs under a contract reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from failure to fulfil it.
Interest income and expense
Interest income consists of interest income on deposits. Interest expense consists of interest expense on term loans, including amortisation of arrangement fees, and interest expense on leases.
Other finance income and expense
Other financial income and expenses consist of realised and unrealised foreign exchange gains and losses, changes in fair value of derivatives, unwinding of discounts on non-current provisions and other liabilities discounted to net present value and other financial expenses.
Exceptional items
Exceptional items are income or expenses that arise from events or transactions that are clearly distinct from the ordinary activities of the Group. Exceptional items are identified by virtue of their size, nature, or incidence so as to facilitate comparison with prior periods and to assess underlying trends in the financial performance of the Group and its reportable segments. In determining whether an event or transaction is exceptional, management considers quantitative as well as qualitative factors. Once an item is disclosed as exceptional, it will remain exceptional through completion of the event or programme. Examples of such items include but are not restricted to: legal and advisory costs related to the proposed Merger, acquisition, disposals (including gain on disposal), integration, costs incurred due to discontinuation of business and COVID-19 donations.
Change in the reporting of Billings and Revenues
On 1 January 2021, the Group changed its disaggregation of Consumer reporting of billings and revenues. In prior years, the Consumer segment was further split into Consumer Direct Desktop, Consumer Direct Mobile and Consumer Indirect. In 2021, the direct-to-consumer mobile subscription business is reported together with the desktop business within the one category ‘Consumer Direct’, due to a rise of multi-device subscriptions. Consumer Indirect consists of revenues generated via the carrier channel (named as Partner) alongside Mobile advertising and Platform revenue. The Consumer reporting change has no impact on the overall Group result. There is no change to the overall segments which are consistently reported as Consumer and SMB. Comparative balances have been adjusted for consistency purposes.
Previous structure ($’m) | Year-
ended 31 December 2020 | Partner/
carriers | Mobile
subscription | New structure ($’m) | Year-
ended 31 December 2020 | |||||||||||||
Consumer Direct Desktop | 699.7 | - | 30.3 | Consumer Direct | 730.1 | |||||||||||||
Consumer Direct Mobile | 72.1 | (41.8 | ) | (30.3 | ) | |||||||||||||
Consumer Indirect | 67.9 | 41.8 | - | Consumer Indirect | 109.6 | |||||||||||||
SMB | 48.0 | - | - | SMB | 48.0 | |||||||||||||
Consumer Other* | 5.1 | - | - | Consumer Other * | 5.1 | |||||||||||||
Total | 892.9 | - | - | Total | 892.9 |
*For the year ended 31 December 2021 and 2020, Consumer Other includes a portion of revenue from discontinued business and Jumpshot revenue of nil and $1m, respectively.
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3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
Significant judgements
Leases - Extension options
When the Group has the option to extend a lease, management uses its judgement to determine whether or not an option would be reasonably certain to be exercised. The Group has the option, under some of its leases, to lease the assets for additional terms of up to ten years. The Group applies judgement in evaluating whether it is reasonably certain to exercise the option to renew and therefore considers all relevant factors, including long-term business strategy, conditions of the lease, availability of alternative options and potential relocation costs, for it to exercise the renewal. Potential future cash outflows of $8.2m have not been included in the lease liability because it is not reasonably certain that the lease will be extended (or not terminated). There were no significant changes to the extension options for the year ended 31 December 2021. The lease term will be reassessed after the proposed Merger, once completed.
Impairment testing
Significant management judgement and estimates are required to determine the individual cash generating units (CGUs) of the Group, the allocation of assets to these CGUs and the determination of the value in use or fair value less cost to sell of these CGUs. Management has concluded that the operating segments used for segment reporting represents the lowest level within the Group at which the goodwill is monitored. Therefore, the operating segments correspond to groups of CGUs at which goodwill is tested for impairment.
Significant estimates
Deferred tax
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits.
The Group recognises substantial deferred tax assets from unused tax losses in its US-based subsidiaries excluding Jumpshot Inc. (see Note 13). Management assesses that these deferred tax assets are recoverable, with key elements of judgement being the fact that US tax losses carry over indefinitely, Group’s transfer pricing agreement in place and the significant business presence of the Group in the US market give the Group the ability to generate sufficient taxable profit for the foreseeable future.
Based on expectations of future profitability, management expects to recover the deferred tax asset over approximately a 30-year time frame. The recovery period is sensitive to the level of profitability of the underlying business; however, there are no significant assumptions that would impact our expectation of recovery. Given the transfer pricing agreement in place and the Group's business model, management has not identified any material climate risks which may impact recoverability of the deferred tax asset.
The Group also recognises substantial deferred tax assets from the 2018 transfer of intellectual property to the Czech Republic, which is being recovered linearly over a 15-year period. The management assesses that this deferred tax asset is recoverable, with key elements of judgement being that the major portion of the Group’s profit is generated in the Group’s Czech entity and this structure is expected to remain for the foreseeable future.
Forecasts used for assessing recoverability of deferred tax assets are those approved by Avast, and do not reflect any changes to the business (or to the quantum of tax losses) that might result from the proposed Merger. It is uncertain if tax loss carryforward can be utilised in full amount after the proposed Merger and (potential) changes in the group and tax structure.
Provisions
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Other provisions predominantly comprise potential claims in relation to regulatory investigations, contractual indemnities and disputes. The management has provided the best estimate of the provisions, based on the legal advice. Refer to Note 25 for further details.
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De-recognition of goodwill
On 16 April 2021, the Group sold a Location Lab to Smith Micro Inc. (“Smith Micro”). As a result, the Group had to derecognize all assets and liabilities of the sold subsidiary including goodwill. Since the sold business concerns part of Consumer cash-generating unit (CGU), the amount of goodwill derecognized was determined on the basis of the relative value of the part divested compared to the value of Consumer CGU after the disposal. When determining the value in use of Consumer CGU, the Group used a discounted cash flow model taking into consideration the latest forecast approved by the management. The Group has determined that the appropriate amount of goodwill disposed of is $24.7m which was part of the Consumer CGU (see Note 16).
Share-based payments
In October 2021, management accounted for scheme modifications that are expected to come into place as a result of the proposed Merger. These modifications will result in the early vesting of a pro-rated proportion of awards. In respect of Restricted Stock Units (RSUs) management have made best estimates in regards to the expected timing of proposed Merger on 4 April 2022, and the number of ‘good’ leavers, whose awards will vest in the event that they are made redundant as a consequence of the Merger. In respect of Performance Stock Units (PSUs), management have made best estimates in regards to the expected timing of proposed Merger, and the performance attainment that will be achieved by scheme members.
In addition, there are judgements to accelerate the cost of awards vesting earlier under the modification prospectively from date of modification to estimated date of Merger. Modification resulted in additional share-based payment expense $2.2m in relation to PSUs and $4.0m in relation to RSUs for the year ended 31 December 2021.
If the Merger were to be completed one month later, the impact on the share-based payments expense would have been $2.0m lower for the year ended 31 December 2021. It is assumed 25% of RSU holders will be ‘good’ leavers at the time of the Merger. An increase of 5% to the expected number of ‘good’ leavers would increase the share-based payment expense by $0.8m for the year ended 31 December 2021. An increase of 10% to the performance attainment would increase share-based payment expense by $1.0m.
4. APPLICATION OF NEW AND REVISED IFRS STANDARDS
New and adopted standards
Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 & IFRS 16
The amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest rate (RFR). The amendments include several practical expedients that are not applicable to Avast except the following one:
● | A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. |
The Group borrowed a term loan with a USD and EUR tranche tied to the 3-month USD LIBOR and 3-months EURIBOR, respectively. Maturity of the term loan is on 22 March 2028. See Note 27 for further details. EURIBOR is expected to continue beyond 2021 and there is no current indication it will cease in the near future. On the other hand, 3-month USD LIBOR will cease on 30 June 2023.
21
Upon the discontinuation of US LIBOR, the Group's credit agreement contains a mechanism by which US LIBOR will be replaced with a new reference rate reflecting the market standard. According to the credit agreement, the new reference rate will be determined by Credit Suisse as set forth in order:
(1) | the sum of: (a) Term SOFR and (b) the related spread adjustment; |
(2) | the sum of: (a) Daily Simple SOFR and (b) the related spread adjustment; |
(3) | the sum of: (a) the alternate benchmark rate that has been selected by the Credit Suisse and the Company as the replacement for the then-current rate and (b) the related spread adjustment; |
If the replacement rate is the rate reflected in numbers (1) or (2) above, then no further consents are required under the credit agreement for implementation of the new reference rate. If the replacement rate is the rate reflected in number (3) below, the credit agreement may be amended without further consent so long as the Required Lenders have not objected to such amendment after 5 Business Days’ notice to the Lenders of such change.
Any technical, administrative, or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “Interest Period,” timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, etc.) might be adopted or implemented by Credit Suisse in a manner substantially consistent with market practice.
Credit Suisse will however promptly notify the Company of the new reference rate, effective date and the removal or reinstatement of any tenor.
The 3-month US LIBOR will be discontinued immediately after 30 June 2023. While the current IBOR fixings allow the next interest rate payment to be determined at the beginning of the period (forward-looking approach), the benchmark based on the new reference rates will not be set until the end of the interest period (backward-looking approach) since the new reference rates are based on actual transactions. Floor of 0% will be unchanged.
The above provisions explain how the interest rate will be determined when the USD LIBOR rates cease, especially having the spread adjustment, which will ensure economic equivalence between the contracting parties. These amendments had no impact on the consolidated financial statements of the Group. The Group will apply the practical expedients in future periods once the 3-month USD LIBOR ceases to be calculated.
For lease liabilities under IFRS 16 using an incremental borrowing rate, IBOR replacement is not expected to have an impact on existing lease liabilities. This is because the incremental borrowing rate is fixed at the inception of the lease, and that rate is applied to the lease liability over the whole lease term to measure the lease liability at its effective interest rate. Lease payments are not contractually dependent on IBOR. New leases entered into following IBOR replacement will then have incremental borrowing rates determined using a benchmark rate based on the IBOR replacement rate.
Standards issued but not yet effective and not early adopted
The Group has not applied certain new standards, amendments and interpretations to existing standards that have been issued but are not yet effective. These include:
● | Amendment to IFRS 3 Business Combinations - effective on 1 January 2022 | |
● | Proceeds before Intended Use - Amendment to IAS 16 Property, Plant and Equipment - effective on or 1 January 2022 | |
● | Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets - effective on 1 January 2022 | |
● | Annual Improvements 2018-2020 (Amendment) - effective on 1 January 2022 | |
● | Amendments to IAS 1: Classification of Liabilities as Current or Non-current - effective on 1 January 2023 | |
● | Definition of Accounting Estimates - Amendments to IAS 8 - effective on 1 January 2023 | |
● | Deferred Tax related to Assets and Liabilities arising from a Single Transaction – Amendments to IAS 12 - effective on 1 January 2023 | |
● | Disclosure of Accounting Policies - Amendments to IAS 1 - effective on 1 January 2023 | |
● | IFRS 17 Insurance Contracts - effective on 1 January 2023 |
The Group does not currently plan to adopt early any of the new standards issued but not effective as discussed above. The Group is currently assessing the impact of these amendments.
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5. SEGMENT INFORMATION AND OTHER DISCLOSURES
Management monitors operating results in two customer segments: consumer products (which generate direct and indirect revenue streams) and products for the SMB market. For management reporting purposes, the operating and reportable segments are determined to be Consumer and Small and Medium-sized Business (SMB). This is the level on which the Chief Operating Decision Maker decides about the allocation of the Group’s resources.
The principal products and services offered by each segment are summarised below:
Consumer –The Group’s consumer products include direct revenue streams through its offerings for desktop security and mobile device protection and consist of free and premium paid products for the individual consumer market. The Group also has several value-added solutions for performance, privacy, and other tools. The Group also focuses on monetising the user base indirectly by leveraging its user base to partner with third-party vendors. Products and services include secure web browsing, distribution of third-party software, an e-commerce tool, and mobile advertising.
SMB – The Group’s SMB segment focuses on delivering high-level security and protection solutions for small and medium sized business customers.
Billings is one of the important metrics used to evaluate and manage operating segments. Billings represent the full value of products and services being delivered under subscription and other agreements and include sales to new end customers plus renewals and additional sales to existing end customers. Under the subscription model, end customers pay the Group for the entire amount of the subscription in cash upfront upon initial delivery of the applicable products. The invoicing timing may slightly vary through the year with immaterial impact, as part of our usual renewal offers testing. Although the cash is paid up front, under IFRS subscription revenue is deferred and recognised ratably over the life of the subscription agreement, whereas non-subscription revenue is typically recognised immediately.
The Group evaluates the performance of its segments based primarily on Billing, Revenue and Operating profit. Billings are not defined or recognised under IFRS and considered as a non-IFRS financial measure used to evaluate current business performance.
Certain costs that are not directly applicable to the segments are identified as ‘Corporate Overhead’ costs and represent general corporate costs that are applicable to the consolidated Group. In addition, costs relating to share-based payments and exceptional items are not allocated to the segments since these costs are not directly applicable to the segments, and therefore not included in the evaluation of performance of the segments.
The following tables present summarised information by segment:
For the year ended 31 December 2021 ($’m) | Consumer | SMB | Total | |||||||||
Billings | 896.3 | 52.1 | 948.4 | |||||||||
Deferral of revenue | (6.8 | ) | (0.5 | ) | (7.3 | ) | ||||||
Segment revenue | 889.5 | 51.6 | 941.1 | |||||||||
Segment cost of revenues | (86.1 | ) | (4.0 | ) | (90.1 | ) | ||||||
Segment sales and marketing costs | (112.1 | ) | (19.3 | ) | (131.4 | ) | ||||||
Segment research and development costs | (40.4 | ) | (3.4 | ) | (43.8 | ) | ||||||
Segment general and administrative costs | (1.8 | ) | (0.7 | ) | (2.5 | ) | ||||||
Total Segment operating profit | 649.1 | 24.2 | 673.3 | |||||||||
Corporate overhead | (155.7 | ) | ||||||||||
Depreciation and amortisation | (44.2 | ) | ||||||||||
Exceptional items | (31.7 | ) | ||||||||||
Share-based payments | (46.0 | ) | ||||||||||
Employer’s taxes on share-based payments | (1.1 | ) | ||||||||||
Consolidated operating profit | 394.6 |
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For the year ended 31 December 2020 ($’m) | Consumer | SMB | Total | |||||||||
Billings | 873.6 | 48.4 | 922.0 | |||||||||
Deferral of revenue | (28.8 | ) | (0.3 | ) | (29.1 | ) | ||||||
Segment revenue | 844.8 | 48.1 | 892.9 | |||||||||
Segment cost of revenues | (81.1 | ) | (5.8 | ) | (86.9 | ) | ||||||
Segment sales and marketing costs | (84.3 | ) | (17.5 | ) | (101.8 | ) | ||||||
Segment research and development costs | (49.2 | ) | (3.5 | ) | (52.7 | ) | ||||||
Segment general and administrative costs | (1.2 | ) | 0.2 | (1.0 | ) | |||||||
Total Segment operating profit | 629.0 | 21.5 | 650.5 | |||||||||
Corporate overhead | (154.9 | ) | ||||||||||
Depreciation and amortisation | (87.6 | ) | ||||||||||
Exceptional items | (49.9 | ) | ||||||||||
Share-based payments | (21.9 | ) | ||||||||||
Employer’s taxes on share-based payments | (0.8 | ) | ||||||||||
Consolidated operating profit | 335.4 |
Corporate overhead costs primarily include the costs of the Group’s IT, Technology (R&D), HR, Finance and Central Marketing functions, legal and office related costs, which are not allocated to the individual segments.
The following table presents depreciation and amortisation by segment:
Year–ended | Year–ended | |||||||
($’m) | 31 December 2021 | 31 December 2020 | ||||||
Consumer | 23.6 | 67.4 | ||||||
SMB | 0.1 | 0.1 | ||||||
Corporate overhead | 20.5 | 20.1 | ||||||
Total depreciation and amortisation | 44.2 | 87.6 |
The following table presents further disaggregation of revenue:
Year–ended | Year–ended | |||||||
($’m) | 31 December 2021 | 31 December 2020 | ||||||
Consumer Direct | 811.2 | 730.0 | ||||||
Consumer Indirect | 76.1 | 109.7 | ||||||
SMB | 51.6 | 48.0 | ||||||
Other | 2.2 | 5.2 | ||||||
Total | 941.1 | 892.9 |
As described in the Note 2, the Group changed its disaggregation of Consumer reporting of billings and revenues. Comparative information for the year ended 31 December 2021 were adjusted accordingly.
The following table presents the Group´s non-current assets, net of accumulated depreciation and amortisation, by country. Non-current assets for this purpose consist of property and equipment, right-of-use assets and intangible assets.
31 December 2021 | 31 December 2020 | |||||||||||||||
($’m) | (in %) | ($’m) | (in %) | |||||||||||||
Czech Republic | 160.8 | 79.5 | % | 193.7 | 86.0 | % | ||||||||||
USA | 30.7 | 15.2 | % | 12.9 | 5.7 | % | ||||||||||
UK | 7.2 | 3.6 | % | 13.9 | 6.1 | % | ||||||||||
Other countries* | 3.6 | 1.7 | % | 4.8 | 2.2 | % | ||||||||||
Total | 202.4 | 100 | % | 225.3 | 100.0 | % |
*No individual country represented more than 5% of the respective totals.
24
The following table presents revenue attributed to countries based on the location of the end user:
Year–ended | Year–ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
($’m) | (in %) | ($’m) | (in %) | |||||||||||||
USA | 345.6 | 36.7 | % | 349.0 | 39.1 | % | ||||||||||
UK | 90.6 | 9.6 | % | 81.6 | 9.1 | % | ||||||||||
France | 73.3 | 7.8 | % | 69.2 | 7.8 | % | ||||||||||
Germany | 67.5 | 7.2 | % | 60.1 | 6.7 | % | ||||||||||
Other countries* | 364.1 | 38.7 | % | 332.9 | 37.3 | % | ||||||||||
Total | 941.1 | 100 | % | 892.9 | 100 | % |
*No individual country represented more than 5% of the respective totals.
Revenues from relationships with certain third parties exceeding 10% of the Group’s total revenues were as follows:
Year–ended | Year–ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
($’m) | (in %) | ($’m) | (in %) | |||||||||||||
Revenues realised through online resellers: | ||||||||||||||||
Digital River | 711.4 | 75.6 | % | 620.1 | 69.5 | % |
In 2021 and 2020, revenues realised through Digital River significantly increased by $91.3m and $98.3m, respectively, due to the continuing transfer of part of the business from in-house payment processing to the external vendor. The majority of revenues from Digital River were reported in the Consumer segment, while the remaining $31.6m (2020: $22.5m) of revenues were reported in the SMB segment.
6. EXCEPTIONAL ITEMS
The following table presents the exceptional items by activity:
Year–ended | Year–ended | |||||||
($’m) | 31 December 2021 | 31 December 2020 | ||||||
Exceptional items in operating profit | 31.7 | 49.9 | ||||||
Net gain on disposal of business operation | (47.0 | ) | - |
Exceptional items in operating profit
During the year ended 31 December 2021, the Group incurred legal, professional and impairment costs of $4.0m in relation to the disposal of Family Safety mobile business (see Note 16), legal and professional costs of $2.6m in relation to the acquisition of Evernym (see Note 15), exceptional impairment and onerous contract provision costs of $7.5m related to data servers necessary to remain in operating condition due to an on-going regulatory investigation and $9.2m of personnel, legal and consultancy costs related to the proposed Merger with NortonLifeLock Inc. Personnel costs related to the proposed Merger of $2.6m comprise primarily retention bonuses, which are accrued over the retention period. The remaining $8.4m of exceptional items relates to costs of restructuring programme and the change in provisions related to regulatory investigation and contract indemnity claims relating to Jumpshot (see Note 25). Restructuring programme focused on transformation of operations will be completed in 2022. Tax benefit from these exceptional items amounted to $2.5m.
Total $31.7m of exceptional items included in operating profit comprised $3.2m included in the cash flow from investing activities and $5.5m of impairment charges, which were non-cash items. Out of remaining $23.0m exceptional items that enter operating cash flows, $14.9m were not paid before year-end and included in liabilities.
During the year ended 31 December 2020, the Group returned the investment made by Ascential plc into Jumpshot in the total amount of $73.0m, which included associated exit costs of $8.2m. These costs were included in the exceptional costs, in the net cash flows from operating activities and treated as tax nondeductible. The amount of investment returned to Ascential excluding exit costs was included in the net cash flows from financing activities.
25
In total, the Group incurred $25.4m in relation to the winding down of the operations of Jumpshot. These costs were primarily cash items consisting of restructuring personnel costs, legal fees, refunds to the customer and Ascential exit costs. The non-cash items included gain from release of deferred revenue of $7.6m which was offset by impairment of fixed assets and right-of-use assets of $3.1m and creation of bad debt provision and write-offs of account receivables and other assets of $4.5m. These exceptional items have been treated as tax non-deductible and all have been included in the cash flows from operating activities.
In addition, Avast donated $25m to accelerate global R&D programs to help combat COVID-19. Total donations were included in the net cash flows from operating activities and the related tax impact has been included in the tax adjusting items ($4.7m).
Net gain on disposal of a business operation
On 16 April 2021, the Group sold a portfolio of mobile parental controls services including location features, content filtering and screen time management to Smith Micro Software Inc. (“Smith Micro”) recognising a gain of $47.0m as an exceptional item. Proceeds from this transaction, net of cash sold, have been included in cash flows from investing activities. The tax impact of the net gain on disposal of a business operation was $16.7m of which majority is taxable in the USA and will be offset against tax loss carryforward (Note 13), thus does not significantly impact income tax paid.
All exceptional items incurred during the twelve months ended 31 December 2021 and 2020 relate to the Consumer segment.
7. AUDITOR´S REMUNERATION
The Group paid the following amounts to its auditors in respect of the audit of the financial statements and for other non-audit services provided to the Group.
Year–ended | Year–ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Audit of the financial statements | 1.9 | 0.9 | ||||||
Audit of the financial statements of subsidiaries | 0.1 | 0.2 | ||||||
Total audit fees | 2.0 | 1.1 | ||||||
Audit related assurance services* | 0.1 | 0.1 | ||||||
Total non-audit fees | 0.1 | 0.1 | ||||||
Total fees | 2.1 | 1.2 |
*The audit related assurance services relate to provision of Financial Statement Review procedures on the 30 June 2021 Financial Statements.
8. COST OF REVENUES
Cost of revenues consist of the following:
Year–ended | Year–ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Amortisation | 22.7 | 65.9 | ||||||
Depreciation | 9.3 | 8.4 | ||||||
Personnel costs of product support and virus updates | 13.8 | 18.2 | ||||||
Share-based payments (incl. employer’s costs) | 2.4 | 0.8 | ||||||
Digital content distribution costs | 17.2 | 20.9 | ||||||
Third party licence costs | 4.6 | 5.6 | ||||||
Other product support and virus update costs | 17.3 | 13.4 | ||||||
Commissions, payment and other fees | 62.2 | 60.5 | ||||||
Impairment | - | 2.3 | ||||||
Total | 149.5 | 196.0 |
26
9. OPERATING COSTS
Operating costs are internally monitored by function; their allocation by nature is as follows:
Year–ended | Year–ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Depreciation | 9.7 | 11.3 | ||||||
Amortisation | 2.5 | 2.0 | ||||||
Personnel expenses | 171.3 | 169.4 | ||||||
Share-based payments (incl. employer’s costs) | 44.7 | 21.8 | ||||||
Advertising | 85.4 | 59.1 | ||||||
Purchases of services from third party vendors | 75.8 | 69.2 | ||||||
Gifts and charities | 2.7 | 27.8 | ||||||
Other operating expenses | (0.7 | ) | 0.4 | |||||
Impairment | 5.6 | 0.5 | ||||||
Total | 397.0 | 361.5 |
Purchases of services from third party vendors include legal, outsourced and other services.
10. PERSONNEL EXPENSES
Personnel expenses consist of the following:
Year-ended
31 December 2021 | Year-ended
31 December 2020 | |||||||||||||||
($ 'm) | Employees | Non-executive
directors | Employees | Non-executive
directors | ||||||||||||
Wages and salaries | 143.5 | 0.7 | 137.8 | 0.8 | ||||||||||||
Social security and health insurance* | 29.8 | - | 27.4 | - | ||||||||||||
Pension costs | 1.0 | - | 0.5 | - | ||||||||||||
Social costs | 6.4 | - | 6.7 | - | ||||||||||||
Severance payments and termination benefits | 3.7 | - | 14.3 | - | ||||||||||||
Share-based payments (including employer’s costs) | 47.1 | - | 22.7 | - | ||||||||||||
Total personnel expense | 231.5 | 0.7 | 209.4 | 0.8 |
*State and government pension costs of Czech employees are also included in the social security and health insurance costs.
The average number of employees by category during the period was as follows:
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
Sales and marketing | 724 | 683 | ||||||
Research and development | 775 | 878 | ||||||
General and administrative | 301 | 242 | ||||||
Total average number of employees | 1,800 | 1,803 |
The decrease in average number of employees reflects the disposal of Family Safety mobile business (more than 85% of these employees were included in R&D function).
11. FINANCE INCOME AND EXPENSES
Interest income:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Interest on bank deposits | 0.2 | 0.4 | ||||||
Total finance income | 0.2 | 0.4 |
27
Interest expense:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Term loan interest expense | (25.0 | ) | (33.4 | ) | ||||
Lease interest expense | (1.8 | ) | (2.1 | ) | ||||
Total interest expense | (26.8 | ) | (35.5 | ) |
Other finance income and expense (net):
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Changes of fair values of derivatives | 0.4 | 1.7 | ||||||
Revolving loan - commitment fee | (0.3 | ) | (0.4 | ) | ||||
Foreign currency gains/(losses) | 2.3 | (7.7 | ) | |||||
Unrealised foreign exchange gains/(losses) on borrowings | 32.2 | (62.1 | ) | |||||
Other financial income | 0.7 | 4.5 | ||||||
Total other finance income and expense (net) | 35.3 | (64.0 | ) |
12. DEPRECIATION AND AMORTISATION
Amortisation by function:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Cost of revenues | 22.7 | 65.8 | ||||||
Total amortisation of acquisition intangible assets | 22.7 | 65.8 | ||||||
Cost of revenues | 0.6 | 0.6 | ||||||
Sales and marketing | 0.5 | 0.2 | ||||||
Research and development | 0.4 | 0.4 | ||||||
General and administration | 1.0 | 0.9 | ||||||
Total amortisation of non-acquisition intangible assets | 2.5 | 2.1 | ||||||
Total amortisation | 25.2 | 67.9 |
Depreciation by function:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Cost of revenues | 9.2 | 8.4 | ||||||
Sales and marketing | - | 0.1 | ||||||
Research and development | 0.2 | 0.2 | ||||||
General and administration* | 9.6 | 11.0 | ||||||
Total depreciation | 19.0 | 19.7 |
*$6.7m (2020: $7.9m) is attributable to the depreciation of right-of-use assets (see Note 21).
Tangible and intangible assets are allocated to each department of the Group. The depreciation and amortisation of these assets is reported as part of operating costs and cost of revenues.
28
13. INCOME TAX
In the Consolidated Statement of Financial Position, the Corporate Income tax receivable of $1.9m (2020: $1.9m) is part of the caption Tax receivables.
The major components of the income tax in the consolidated statement of comprehensive income are:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Current income tax | ||||||||
Related to current year | (73.6 | ) | (68.0 | ) | ||||
Related to prior year | (0.2 | ) | 0.3 | |||||
Current income tax total | (73.8 | ) | (67.7 | ) | ||||
Deferred tax | ||||||||
Related to current year | (28.8 | ) | 1.2 | |||||
Related to prior year | 0.7 | (0.2 | ) | |||||
Deferred tax total | (28.1 | ) | 1.0 | |||||
Total income tax (expense)/income through P&L | (101.9 | ) | (66.7 | ) |
The Group changed the presentation in the Consolidated Statement of Financial Position of the deferred tax liability related to Group purchase price allocations ($22.5m as at 31 December 2020) to offset this amount against the recognised deferred tax assets. This balance relates principally to taxable entities in the Czech, UK and US jurisdictions for which significant deferred tax assets are recognised. As required by IAS12 ‘Income Taxes’, deferred tax liabilities are offset against deferred tax assets in the Consolidated Statement of Financial Position where there is a legally enforceable right to set off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously in future periods. Comparative information for the years ended 31 December 2020 were adjusted accordingly. There is no impact on profit or earnings per share of this adjustment.
The Group generates a temporary difference relating to an intragroup loan denominated in USD received by Avast Software s.r.o., a subsidiary with a USD functional currency (but with a tax currency of CZK). This loan is subject to hedging in its local statutory books (with the effect that current tax relief does not cover the full period exchange differences). The tax impact related to the loan is a deferred tax benefit of $1.5m (2020: expense $4.4m) and the Group reports a deferred tax asset of $7.2m (2020: $5.7m) related to the loan.
The reconciliation of income tax (expense)/benefit applicable to accounting profit before income tax at the statutory income tax rate to income tax expenses at the Group’s effective income tax rate is as follows:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Profit before tax | 450.3 | 236.2 | ||||||
Group effective income tax rate (19.5% in 2021 and in 2020*) | (87.8 | ) | (46.1 | ) | ||||
Recurring adjustments | ||||||||
Non-deductible expenses | (3.8 | ) | (1.8 | ) | ||||
Share-based payments | (6.1 | ) | (3.0 | ) | ||||
FX effect on intercompany loans | 1.5 | (4.4 | ) | |||||
Non recurring adjustments | ||||||||
Current year deferred tax assets not recognised | (1.6 | ) | (19.2 | ) | ||||
Recognition of previously not recognised deferred tax assets | 6.5 | 0.7 | ||||||
Effect of prior year taxes | 0.5 | 0.1 | ||||||
Effect of enacted changes in tax rates on deferred taxes | 0.9 | 1.1 | ||||||
Taxable gain on Family Safety mobile business disposal | (7.3 | ) | - | |||||
Derecognition of previously recognized deferred tax assets | (5.9 | ) | - | |||||
Effect of higher tax rate in the Netherlands | (1.6 | ) | 3.4 | |||||
Remaining impact of tax rate variance and other effects | 2.8 | 2.5 | ||||||
Total income tax | (101.9 | ) | (66.7 | ) |
*Estimated as a Group’s blended rate across the jurisdictions where the Group operates.
29
The deferred tax relates to following temporary differences:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Temporary differences | Asset / (Liability) | Asset / (Liability) | ||||||
Tangible and intangible fixed assets | (25.0 | ) | (26.2 | ) | ||||
IP transfer tax benefit | 106.7 | 119.8 | ||||||
Deferred revenue and unbilled receivables | 1.0 | 1.7 | ||||||
Tax loss carryforward | 38.3 | 50.1 | ||||||
Tax credits carryforward | 7.6 | 7.1 | ||||||
Loans and derivatives | (0.4 | ) | 2.4 | |||||
Carryforward of unutilised interest | 2.0 | 3.4 | ||||||
Share-based payments transactions | 4.0 | 3.4 | ||||||
Provisions | 1.6 | 2.3 | ||||||
Tax impact from FX difference on intercompany loans | 7.2 | 5.7 | ||||||
Other | (1.6 | ) | 4.5 | |||||
Net | 141.4 | 174.2 |
Tax losses carried forward are recorded by the following subsidiaries:
31 December 2021 | 31 December 2020 | |||||||||||
Deferred tax from | Deferred tax from | |||||||||||
tax losses | tax losses | |||||||||||
($ 'm) | carryforward | carryforward | Tax jurisdiction | |||||||||
Avast Software Inc. (tax group incl. Location Labs and AVG Technologies USA) | 36.9 | 49.9 | USA | |||||||||
Other | 1.4 | 0.2 | - | |||||||||
Total deferred tax from tax losses carryforward | 38.3 | 50.1 | - |
Total deferred tax asset recognised by Avast Software Inc. (tax group incl. Location Labs and AVG Technologies USA), in excess of deferred tax liabilities is $35.8m (2020: $62.3m). Refer to Note 3 for the nature of the evidence supporting its recognition.
Tax losses carried forward in the USA are related mainly to share-based payments exercises.
As a result of share-based payments exercises there was a $15.5m (2020: $41.0m) tax deduction in Avast Software, Inc., Location Labs, LLC, Jumpshot, Inc., Avast plc, AVG UK, Privax UK and Piriform UK that created a tax benefit of $3.4m (2020: $9.6m). A tax benefit of $1.5m (2020: $7.3m) exceeding related cumulative remuneration expenses is recognised directly in equity, of which the current tax benefit is $1.5m (2020: $0.4m) and deferred tax benefit is $0m (2020: $6.9m).
The tax deduction for share-based payments is not received until the instruments are exercised. Therefore, a temporary difference arises between the tax deduction (prorated for the period to vesting) and the tax effect of the related cumulative remuneration expense. The deferred tax asset of $4.0m (2020: $3.4m) is measured as an estimated tax deduction at the date of exercise (prorated for the period to vesting), based on the year end share price. As the amount of the deferred tax asset exceeded the tax effect of the related cumulative remuneration expense, the reduction in the excess of the associated deferred tax of $0.7m was recognised directly in equity.
Tax losses reported by Avast Software Inc. can be utilised by all subsidiaries incorporated in the USA (Note 37) excluding Jumpshot, Inc. Tax credit of $0m (2020: $4.5m) from federal and state tax losses generated during the years 2011 – 2017 can be utilised over 20 years. Tax credit of $36.9m (2020: $45.4m) from federal and state tax losses can be carried forward for an indefinite period of time.
Deferred tax asset related to carryforward of unused tax loss, tax credits and other temporary differences in the United States is recoverable based on the current business model and the group structure of Avast. Potential impacts of the proposed Merger on the recoverability of this deferred tax asset have not been analysed yet. It is uncertain if tax loss carryforward can be utilised in full amount after the proposed Merger and (potential) changes in the group and tax structure.
Following the transactions of IP transfer in 2018, the Group reports a deferred tax asset of $106.7m (2020: $119.8m), of which the major part of $104.7m relates to the transfer of the former Dutch AVG business from Avast BV to Avast Software s.r.o. The temporary difference is amortised and deducted from the tax base of Avast Software s.r.o. registered in the Czech Republic linearly over 15 years.
30
The Group does not recognise the following potential deferred tax asset of $40.8m (2020: $39.6m), mostly related to Jumpshot tax losses $17.3m (2020: $14.9m), non-deductible finance costs $13.5m (2020: $4.1m) temporary difference related to EUR loan $0m (2020: $14.5m), for which the Group considers future recoverability to be uncertain.
31 December 2021 | 31 December 2020 | |||||||
($ 'm) | Asset / (Liability) | Asset / (Liability) | ||||||
Tax losses carried forward - expiration 20 years | 9.1 | 6.6 | ||||||
Tax losses carried forward - indefinite | 15.8 | 7.6 | ||||||
Tax losses carried forward - expiration 1-10 years | 1.3 | 5.5 | ||||||
Temporary differences related to loans and interests - indefinite | 13.5 | 18.6 | ||||||
Other temporary differences - expiration n/a | 1.1 | 1.3 | ||||||
Total deferred tax asset not recognised | 40.8 | 39.6 |
The movement in deferred tax balances:
($ 'm) | 31 December 2020 | Effect
of business | Recognised in | Recognised | 31 December 2021 | |||||||||||||||
Temporary differences | Asset / (Liability) | combinations | profit and loss | in equity | Asset / (Liability) | |||||||||||||||
Fixed assets | (26.2 | ) | (4.0 | ) | 5.2 | - | (25.0 | ) | ||||||||||||
IP transfer tax benefit | 119.8 | - | (13.1 | ) | - | 106.7 | ||||||||||||||
Deferred revenue and unbilled receivables | 1.7 | - | (0.7 | ) | - | 1.0 | ||||||||||||||
Tax loss carryforward | 50.1 | - | (11.8 | ) | - | 38.3 | ||||||||||||||
Tax credits carryforward | 7.1 | - | 0.5 | - | 7.6 | |||||||||||||||
Loans and derivatives | 2.4 | - | (2.8 | ) | - | (0.4 | ) | |||||||||||||
Carryforward of unutilised interest | 3.4 | - | (1.4 | ) | - | 2.0 | ||||||||||||||
Share-based payments transactions | 3.4 | - | 1.3 | (0.7 | ) | 4.0 | ||||||||||||||
Provisions | 2.3 | - | (0.7 | ) | - | 1.6 | ||||||||||||||
Tax impact from FX difference on intercompany loans | 5.7 | - | 1.5 | - | 7.2 | |||||||||||||||
Other | 4.5 | - | (6.1 | ) | - | (1.6 | ) | |||||||||||||
Net | 174.2 | (4.0 | ) | (28.1 | ) | (0.7 | ) | 141.4 |
($ 'm) | 31 December 2019 | Recognised in | Recognised | 31 December 2020 | ||||||||||||
Temporary differences | Asset / (Liability) | profit and loss | in equity | Asset / (Liability) | ||||||||||||
Fixed assets | (38.2 | ) | 12.0 | - | (26.2 | ) | ||||||||||
IP transfer tax benefit | 122.9 | (3.1 | ) | - | 119.8 | |||||||||||
Deferred revenue and unbilled receivables | 3.5 | (1.8 | ) | - | 1.7 | |||||||||||
Tax loss carryforward | 45.8 | (2.7 | ) | 7.0 | 50.1 | |||||||||||
Tax credits carryforward | 4.2 | 2.9 | - | 7.1 | ||||||||||||
Loans and derivatives | 2.1 | 0.3 | - | 2.4 | ||||||||||||
Carryforward of unutilised interest | 2.7 | 0.7 | - | 3.4 | ||||||||||||
Share-based payments transactions | 5.7 | (0.9 | ) | (1.4 | ) | 3.4 | ||||||||||
Provisions | 0.8 | 1.5 | - | 2.3 | ||||||||||||
Tax impact from FX difference on intercompany loans | 10.1 | (4.4 | ) | - | 5.7 | |||||||||||
Other | 8.0 | (3.5 | ) | - | 4.5 | |||||||||||
Net | 167.6 | 1.0 | 5.6 | 174.2 |
31
The deferred tax asset increased significantly due to tax losses realised in 2018, 2019 and 2020 from significant share-based payments’ exercises. Such significant share-based payments’ transactions are not expected to repeat in future periods and management expects the underlying business to remain profitable for the foreseeable future.
The temporary differences associated with investments in the Group’s subsidiaries, for which a deferred tax liability has not been recognised in the period presented, aggregate to $56.5m (2020: $77.1m). These relate to undistributed reserves of the US subsidiaries, which would be subject to withholding taxes if distributed. The Group has determined that the undistributed profits of its subsidiaries will not be distributed in the foreseeable future. While EU subsidiaries (including the Czech Republic and the Netherlands) have significant reserves, the management has determined that based on the Group structure no material withholding taxes would arise from distributions from these subsidiaries following the UK’s exit from the European Union.
14. EARNINGS PER SHARE
Basic earnings per share (EPS) is calculated by dividing the net profit for the period attributable to equity holders of the Group by the weighted average number of shares of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit for the period attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares.
Adjusted EPS is calculated by dividing the adjusted net profit for the period attributable to equity holders by the weighted average number of ordinary shares outstanding during the period.
The following reflects the income and share data used in calculating EPS:
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
Net profit attributable to equity holders ($ 'm) | 348.4 | 169.6 | ||||||
Basic weighted average number of shares | 1,031,854,145 | 1,022,001,218 | ||||||
Effects of dilution from share options, performance and restricted share units | 7,425,430 | 14,815,576 | ||||||
Total number of shares used in computing dilutive earnings per share | 1,039,279,575 | 1,036,816,794 | ||||||
Basic earnings per share ($/share) | 0.34 | 0.17 | ||||||
Diluted earnings per share ($/share) | 0.34 | 0.16 |
Adjusted earnings per share measures:
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
Net profit attributable to equity holders ($ 'm) | 348.4 | 169.6 | ||||||
Share-based payments (including employer‘s costs) | 47.1 | 22.7 | ||||||
Exceptional items | 31.7 | 49.9 | ||||||
Amortisation of acquisition intangible assets | 22.7 | 65.8 | ||||||
Unrealised FX (gain)/loss on EUR tranche of bank loan | (32.2 | ) | 62.1 | |||||
Tax impact from FX difference on intercompany loans | (1.5 | ) | 4.4 | |||||
Tax impact on donations | - | (4.7 | ) | |||||
Tax impact on adjusted items | (2.9 | ) | (15.7 | ) | ||||
Tax impact of IP transfer | 6.3 | 6.3 | ||||||
Gain on disposal of business operation | (47.0 | ) | - | |||||
Tax impact from disposal of business operation | 16.7 | - | ||||||
Adjusted net profit attributable to equity holders ($ 'm) | 389.4 | 360.2 | ||||||
Basic weighted average number of shares | 1,031,854,145 | 1,022,001,218 | ||||||
Adjusted basic earnings per share ($/share) | 0.38 | 0.35 | ||||||
Diluted weighted average number of shares | 1,039,279,575 | 1,036,816,794 | ||||||
Adjusted diluted earnings per share ($/share) | 0.37 | 0.35 |
Management regards the above adjustments necessary to give a fair picture of the adjusted results of the Group for the period.
32
15. BUSINESS COMBINATIONS
Acquisition of Evernym, Inc. (“Evernym”)
On 9 December 2021, Avast Group announced that it would acquire a self-sovereign identity (SSI) company Evernym, Inc. that provides decentralised identity solutions that enable organisations to issue and request verifiable credentials, and individuals to establish identity wallets and personal control over identity information. Adding a decentralised identity function to Avast’s personal privacy tools is a natural step to empower individuals to take control of and protect their online presence.
The transaction closed on 17 December 2021 which is considered the acquisition date. The transaction represents a business combination with Avast Software Inc. being the acquirer. The fair value of the consideration at the acquisition date was determined by the Group to be $49.7 million for 100% ownership. The consideration given was paid in cash.
The fair value of assets acquired and liabilities incurred on the acquisition date was determined on a provisional basis as follows:
Fair
value recognised on |
||||
($'m) | 17 December 2021 | |||
ASSETS | ||||
Cash and cash equivalents | 0.2 | |||
Trade and other receivables | 0.2 | |||
Tax receivables | 0.1 | |||
Prepaid expenses | 0.1 | |||
Other financial assets | 0.4 | |||
Intangible assets | 16.8 | |||
Total assets | 17.8 | |||
LIABILITIES | ||||
Trade and other payables | 1.1 | |||
Deferred tax liability | 4.0 | |||
Total liabilities | 5.1 | |||
Net assets acquired | 12.7 | |||
Consideration paid | 49.7 | |||
Goodwill | 37.0 |
The business combination resulted in the recognition of goodwill of $37.0m, which is allocated to the Consumer CGU and is tested for impairment at least annually. The goodwill of $37.0m comprises the workforce and the value of expected synergies arising from the acquisition. The carrying value of goodwill is not expected to be tax deductible.
Determination of the fair value of acquired assets and liabilities comprised of:
● | Current assets – the fair value of all current assets of the acquiree has been determined to correspond to their carrying values; |
● | Intangible assets – the business combination resulted in the recognition of intangible assets. The fair value of each of the assets was determined by an independent external valuer using cash flows, margins and discount rates inherent to each asset. See Note 22 for further details; |
● | Deferred revenues – due to negligible incremental costs resulting from the obligation to provide support and maintenance services in the future, the fair value of deferred revenues was revalued to zero; |
● | Trade payables – there was no significant difference between the carrying and fair value of the other liabilities as of the acquisition date; |
● | A deferred tax liability of $4.0m was recognised in respect of the above intangible assets. |
33
Analysis of cash flow on acquisition: | ||||
($’m) | ||||
Cash consideration | (49.7 | ) | ||
Net cash acquired with the business (included in cash flow from investing activities) | 0.2 | |||
Net cash flow on acquisition | (49.5 | ) |
The Group incurred acquisition-related transaction costs of $2.6 million which were recorded as General and administrative expenses in the Consolidated Statement of Profit and Loss and treated as exceptional items.
The revenues and net profit of the Group for the year ended 31 December 2021 would not have been significantly different had the acquisition occurred at the beginning of the reporting period (1 January 2021).
16. DISPOSAL OF A BUSINESS OPERATION
Disposal of Family Safety mobile business
On March 8, 2021 Avast Group announced that it would sell a portfolio of mobile parental controls services including location features, content filtering and screen time management to Smith Micro Software Inc. (“Smith Micro”). The transaction consisted of the sale of 100% of the shares of in Location Labs, owned by AVG Technologies USA, LLC, containing patents and part of contractual relationships, sale of intellectual property (“IP”) owned by Avast Software s.r.o. and sale of other assets of Avast Software Inc, Avast Slovakia, s.r.o., and Privax d.o.o.
The transaction closed on 16 April 2021 which is considered the disposal date.
The total selling price for the transactions was $85.8m and comprised the following components:
● | Cash of $57.9m was received on the disposal date; |
● | Escrow amount of $5m was withheld in escrow for a 12-month period to satisfy any potential indemnity claims against the Group under the applicable share and asset purchase agreement entered into between the parties; |
● | Receivable of $0.5m. As of 31 December 2021, this amount was received. |
● | 1.5m shares of common stock of Smith Micro with the fair value of $8.4m on the disposal date; |
● | Earn-out of $1.2m was estimated at the time of disposal as it was assessed there was a low probability the conditions would be met. Conditions related to the renewal of customer’s agreement which however was secured under the new ownership of Location Lab subsequent to the disposal. As of 31 December 2021, Avast received $14.0m as the earn-out conditions were met. |
The carrying amounts of assets and liabilities as of the date of sale were as follows:
($'m) | 16 April 2021 | |||
Cash and cash equivalents | 6.3 | |||
Trade and other receivables | 6.2 | |||
Prepaid expenses | 0.5 | |||
Current assets | 13.0 | |||
Property, plant & equipment | 0.9 | |||
Intangible assets | 0.2 | |||
Non-current assets | 1.1 | |||
Total assets | 14.1 | |||
Trade and other payables | 1.0 | |||
Deferred revenues | 0.2 | |||
Other current liabilities | 0.1 | |||
Total current liabilities | 1.3 | |||
Net assets | 12.8 |
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Since the sold business concerns part of Consumer cash-generating unit (CGU), the amount of goodwill derecognised was determined on the basis of the relative value of the part divested compared to the value of Consumer CGU after the disposal. When determining the value in use of Consumer CGU, the Group used a discounted cash flow model taking into consideration the latest forecast approved by the management. The Group has determined that the appropriate amount of goodwill disposed of is $24.7m which was part of the Consumer CGU.
The resulting gain on disposal of a business operation is shown in the table below:
($’m) | 16 April 2021 | |||
Total disposal consideration | 85.8 | |||
Carrying amount of net assets sold | (12.8 | ) | ||
Gain on disposal of a business operation | 73.0 | |||
Other adjustments: | ||||
Goodwill write-off (Note 23) | (24.7 | ) | ||
Intangible assets write-off (Note 22) | (1.3 | ) | ||
Net gain on disposal of a business operation | 47.0 |
Analysis of cash flows on disposal:
($’m) | ||||
Cash received | 57.9 | |||
Net cash sold of the business (included in cash flow from investing activities) | (6.3 | ) | ||
Transaction costs paid | (3.2 | ) | ||
Earn-out received | 14.0 | |||
Net cash flow on disposal | 62.4 |
Transaction costs of $3.2m have been expensed and are included in general and administrative expenses in the Consolidated Statement of Profit and Loss and are part of investing cash flows in the Consolidated Statement of Cash Flows. These costs have been treated as exceptional.
17. CASH AND CASH EQUIVALENTS
For purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents comprise the following:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Cash on hand and cash equivalents | 0.2 | 0.3 | ||||||
Cash in bank | 428.8 | 175.1 | ||||||
Total | 429.0 | 175.4 |
18. TRADE AND OTHER RECEIVABLES
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Trade receivables | 6.5 | 13.6 | ||||||
Unbilled revenues | 46.3 | 48.1 | ||||||
Other receivables | 1.4 | 3.5 | ||||||
Trade receivables, gross | 54.2 | 65.2 | ||||||
Less: Expected loss allowance on trade receivables, unbilled revenues and other receivables | (0.8 | ) | (2.2 | ) | ||||
Trade receivables, net | 53.4 | 63.0 |
Trade receivables are non-interest bearing and are generally payable on 30-day terms. The fair value of receivables approximates their carrying value due to their short term maturities. The expected loss allowance relates to trade receivables (with only insignificant amounts relating to other classes of receivable).
35
Unbilled revenues represent sold products (for which the revenue has been deferred over the term of the product licence) but for which an invoice has not yet been issued.
Other receivables represent mainly advances to, and receivables from, employees.
($ 'm) | Amount | |||
Allowances at 31 December 2019 | 6.8 | |||
Additions | 3.7 | |||
Write-offs | (5.3 | ) | ||
Reversals | (3.0 | ) | ||
Allowances at 31 December 2020 | 2.2 | |||
Additions | - | |||
Write-offs | (0.8 | ) | ||
Reversals | (0.6 | ) | ||
Allowances at 31 December 2021 | 0.8 |
Movements in the allowances described above relate mainly to trade receivables.
As of 31 December 2020 and 2021, the nominal value of receivables overdue for more than 360 days are $1.2m (carrying value: nil) and $0.1m (carrying value: nil), respectively.
The ageing analysis of trade receivables, unbilled receivables and other receivables was as follows (carrying amounts after valuation allowance):
Past due | Past due more | Past due more | Past due more | |||||||||||||||||||||
($ 'm) | Not past due | 1 - 90 days | than 90 days | than 180 days | than 360 days | Total | ||||||||||||||||||
31 December 2020 | 62.0 | 0.8 | 0.1 | 0.1 | - | 63.0 | ||||||||||||||||||
31 December 2021 | 53.0 | 0.4 | - | - | - | 53.4 |
19. CAPITALISED CONTRACT COSTS
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
At 1 January | 37.8 | 37.7 | ||||||
Additions | 65.6 | 67.7 | ||||||
Sales commissions and fees | 61.7 | 61.6 | ||||||
Licence fees | 3.9 | 6.1 | ||||||
Amortisation | (66.8 | ) | (67.6 | ) | ||||
Sales commissions and fees | (62.2 | ) | (62.1 | ) | ||||
Licence fees | (4.6 | ) | (5.5 | ) | ||||
At 31 December | 36.6 | 37.8 | ||||||
Total current | 34.2 | 35.0 | ||||||
Total non-current | 2.4 | 2.8 |
Capitalised contract costs include commissions and fees and third party licence costs related to the subscription software licences that are amortised on a straight-line basis over the licence period, consistent with the pattern of recognition of the associated revenue. Capitalised contract costs are reviewed for impairment annually. All costs are expected to be recovered.
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20. PROPERTY, PLANT AND EQUIPMENT
Equipment, | ||||||||||||||||||||
furniture | Leasehold | |||||||||||||||||||
($ 'm) | and fixtures | Vehicles | improvements | In progress | Total | |||||||||||||||
Cost at 31 December 2019 | 61.6 | 0.1 | 9.5 | 7.7 | 78.9 | |||||||||||||||
Additions | 9.0 | - | 0.7 | 2.7 | 12.4 | |||||||||||||||
Transfers | 6.4 | - | 0.5 | (6.9 | ) | - | ||||||||||||||
Disposals | (2.0 | ) | - | - | (0.1 | ) | (2.1 | ) | ||||||||||||
Cost at 31 December 2020 | 75.0 | 0.1 | 10.7 | 3.4 | 89.2 | |||||||||||||||
Additions | 6.6 | - | 1.4 | 1.1 | 9.1 | |||||||||||||||
Transfers | 3.1 | - | - | (3.1 | ) | - | ||||||||||||||
Disposals | (21.6 | ) | - | (0.5 | ) | (0.1 | ) | (22.2 | ) | |||||||||||
Disposal of a business operation (Note 16) | (1.9 | ) | - | - | - | (1.9 | ) | |||||||||||||
Net foreign currency exchange difference | 0.2 | - | - | - | 0.2 | |||||||||||||||
Cost at 31 December 2021 | 61.4 | 0.1 | 11.6 | 1.3 | 74.4 |
Equipment, | ||||||||||||||||||||
furniture | Leasehold | |||||||||||||||||||
($ 'm) | and fixtures | Vehicles | improvements | In progress | Total | |||||||||||||||
Acc. depreciation and impairment losses at 31 December 2019 | (33.5 | ) | (0.1 | ) | (2.4 | ) | - | (36.0 | ) | |||||||||||
Depreciation | (10.0 | ) | - | (1.8 | ) | - | (11.8 | ) | ||||||||||||
Impairment | (2.2 | ) | - | - | - | (2.2 | ) | |||||||||||||
Disposals | 2.0 | - | - | - | 2.0 | |||||||||||||||
Acc. depreciation and impairment losses at 31 December 2020 | (43.7 | ) | (0.1 | ) | (4.2 | ) | - | (48.0 | ) | |||||||||||
Depreciation | (10.3 | ) | - | (2.0 | ) | - | (12.3 | ) | ||||||||||||
Impairment | (4.3 | ) | - | - | (0.5 | ) | (4.8 | ) | ||||||||||||
Disposals | 21.6 | - | 0.5 | - | 22.1 | |||||||||||||||
Disposal of a business operation (Note 16) | 1.0 | - | - | - | 1.0 | |||||||||||||||
Acc. depreciation and impairment losses at 31 December 2021 | (35.7 | ) | (0.1 | ) | (5.7 | ) | (0.5 | ) | (42.0 | ) | ||||||||||
NBV at 31 December 2020 | 31.3 | - | 6.5 | 3.4 | 41.2 | |||||||||||||||
NBV at 31 December 2021 | 25.7 | - | 5.9 | 0.8 | 32.4 |
For the year ended 31 December 2021, the Group recorded an impairment loss of $4.8m (2020: $2.2m) for idle fixed assets due to discontinuation of Jumpshot’s business. These have been fully impaired as there is no future use expected. The impairment loss is included in general and administrative expenses in Consumer segment in the Consolidated Statement of Profit and Loss.
There has been no individually significant addition to the property, plant and equipment during the year.
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21. LEASES
Right-of-use assets
Set out below, are the carrying amounts of the Group’s right-of-use assets and the movements during the period. The Group has lease contracts related primarily to office buildings.
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
At 1 January | 56.4 | 62.6 | ||||||
Additions | 0.2 | 3.2 | ||||||
Remeasurements | (0.8 | ) | 0.6 | |||||
Impairment | (0.8 | ) | (0.5 | ) | ||||
Disposals | (0.3 | ) | (1.6 | ) | ||||
Depreciation of right-of-use assets | (6.7 | ) | (7.9 | ) | ||||
At 31 December | 48.0 | 56.4 |
Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
At 1 January | 64.5 | 64.8 | ||||||
Additions | 0.2 | 3.2 | ||||||
Remeasurements | (1.0 | ) | 0.6 | |||||
Terminations | (0.3 | ) | (1.9 | ) | ||||
Lease interest expense | 1.8 | 2.1 | ||||||
Payments of lease liabilities | (8.6 | ) | (9.3 | ) | ||||
Foreign currency exchange difference | (4.1 | ) | 5.0 | |||||
At 31 December | 52.5 | 64.5 |
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Current | 7.0 | 7.0 | ||||||
Non-current | 45.5 | 57.5 | ||||||
Total | 52.5 | 64.5 |
Below are the terms of significant lease contracts as of 31 December 2021:
Carrying amount | ||||||||||
Significant lease contracts | ($ 'm) | End date | Option to extend | Option to be used | ||||||
Enterprise Building in Prague, Czech Republic* | 20.5 | August 2024 | 24 months two times | Yes – in full | ||||||
Vlněna Office in Brno, Czech Republic | 20.7 | January 2026 | 60 months two times | Yes – in full |
*Lease payments are subject to indexation based on changes of consumer price index. A 1% increase in the index would not substantially increase total lease payments.
The following table shows the breakdown of the lease expense between amount charged to operating profit and amount charged to finance costs:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Depreciation of right-of-use assets | 6.7 | 7.9 | ||||||
Short-term lease expense | 0.8 | 0.5 | ||||||
Impairment | 0.8 | 0.5 | ||||||
Leases of low-value lease expense | 0.2 | - | ||||||
Charge to operating profit | 8.5 | 8.9 | ||||||
Lease interest expense | 1.8 | 2.1 | ||||||
Charge to profit before taxation for leases | 10.3 | 11.0 |
38
For maturity of the leases, refer to Note 29.
22. INTANGIBLE ASSETS
($ 'm) | Developed
technology | Trade
marks | Software | Customer
relationship and user base | Other | In
progress | Total | |||||||||||||||||||||
Cost at 31 December 2019 | 250.5 | 164.1 | 40.0 | 246.6 | 34.6 | 2.8 | 738.6 | |||||||||||||||||||||
Additions | - | - | - | - | 2.0 | 0.7 | 2.7 | |||||||||||||||||||||
Transfers | - | - | - | - | 0.2 | (0.2 | ) | - | ||||||||||||||||||||
Disposals | - | - | - | - | - | (0.4 | ) | (0.4 | ) | |||||||||||||||||||
Cost at 31 December 2020 | 250.5 | 164.1 | 40.0 | 246.6 | 36.8 | 2.9 | 740.9 | |||||||||||||||||||||
Business combination (Note 15) | 13.1 | 0.3 | - | 3.4 | - | - | 16.8 | |||||||||||||||||||||
Additions | - | - | - | - | 3.0 | 1.3 | 4.3 | |||||||||||||||||||||
Transfers | - | - | - | - | 0.9 | (0.9 | ) | - | ||||||||||||||||||||
Disposals | - | - | - | - | (0.2 | ) | (0.1 | ) | (0.3 | ) | ||||||||||||||||||
Disposal of a business operation (Note 16) | - | (5.3 | ) | - | - | (0.3 | ) | - | (5.6 | ) | ||||||||||||||||||
Cost at 31 December 2021 | 263.6 | 159.1 | 40.0 | 250.0 | 40.2 | 3.2 | 756.1 |
($ 'm) | Developed
technology | Trade
marks | Software | Customer
relationship and user base | Other | In
progress | Total | |||||||||||||||||||||
Acc. amortisation at 31 December 2019 | (245.4 | ) | (48.9 | ) | (27.3 | ) | (208.4 | ) | (15.3 | ) | - | (545.3 | ) | |||||||||||||||
Amortisation | (5.1 | ) | (15.7 | ) | (4.9 | ) | (37.8 | ) | (4.4 | ) | - | (67.9 | ) | |||||||||||||||
Acc. amortisation at 31 December 2020 | (250.5 | ) | (64.6 | ) | (32.2 | ) | (246.2 | ) | (19.7 | ) | - | (613.2 | ) | |||||||||||||||
Amortisation | - | (14.7 | ) | (4.9 | ) | (0.4 | ) | (5.2 | ) | - | (25.2 | ) | ||||||||||||||||
Disposals | - | - | - | - | 0.2 | - | 0.2 | |||||||||||||||||||||
Disposal of a business operation (Note 16) | - | 4.0 | - | - | 0.1 | - | 4.1 | |||||||||||||||||||||
Acc. amortisation at 31 December 2021 | (250.5 | ) | (75.3 | ) | (37.1 | ) | (246.6 | ) | (24.6 | ) | - | (634.1 | ) | |||||||||||||||
NBV at 31 December 2020 | - | 99.5 | 7.8 | 0.4 | 17.1 | 2.9 | 127.7 | |||||||||||||||||||||
NBV at 31 December 2021 | 13.1 | 83.8 | 2.9 | 3.4 | 15.6 | 3.2 | 122.0 |
The Group assesses that the Avast trademark, with a carrying value of $70.3m, has an indefinite useful life, as it is a well established brand. Avast is a core brand and is expected to be a core brand for the foreseeable future, as the Group constantly invests into brand development and brand awareness.
The AVG trademark, with a carrying value of $10.5m, has a remaining useful life of 0.8 years as of 31 December 2021. The Piriform trademark, with a carrying value of $2.1m, has a remaining useful life of 5.6 years as of 31 December 2021.
AVG developed technology and customer relationship have been fully depreciated as of 31 December 2021.
Piriform and FileHippo software, with a carrying value of $2.9m, has a remaining useful life of 0.5 years as of 31 December 2021.
Other category of intangible assets includes intangible assets acquired through smaller business combinations and legal patents.
The major additions are primarily through business combinations in the year ended 31 December 2021 (Note 15). There have been no individually significant additions to the intangible assets during the year ended 31 December 2020.
The Group has not capitalised development costs in the year ended 31 December 2021 (2020: nil) as the Company believes the criteria set out in IAS 38 has not been met. See Note 2.
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23. GOODWILL AND IMPAIRMENT
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
At 1 January | 1,991.3 | 1,991.3 | ||||||
Acquisitions (Note 15) | 37.0 | - | ||||||
Disposals (Note 16) | (24.7 | ) | - | |||||
At 31 December | 2,003.6 | 1,991.3 |
Goodwill was calculated as the difference between the acquisition date fair value of consideration transferred less the fair value of acquired net assets.
Goodwill & intangible assets impairment tests
Goodwill and intangible assets with an indefinite useful life are tested for impairment at least once a year, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable.
The impairment test as of 31 December 2021 is performed on the basis of two groups of cash generating units that correspond to the two operating segments as below:
($’m) | 31 December 2021 | 31 December 2020 | ||||||
Consumer | 1,990.7 | 1,978.4 | ||||||
SMB | 12.9 | 12.9 | ||||||
Total goodwill | 2,003.6 | 1,991.3 |
The Group prepares projected 2022-2024 free cash flow derived from the most current financial plan of the Group approved by the Board which takes into account both historical performance, industry forecasts and expectations for future developments. Cash flow projections are based on management assumptions that include compound revenue growth of 5 to 8 percent (in line with assumptions used for prior year assessment), an increase in operating costs from the Company’s planned on-premises to cloud migration and additional investment into marketing and new initiatives. The forecasts (and the assessment of sensitivity) have therefore not taken into account any impact on the business arising from the proposed Merger. In performing the value-in-use calculations, the Group has applied pre-tax discount rates to discount the forecast future attributable pre-tax cash flows.
In addition, consideration has been given to the potential financial impacts of climate change related risks on the prospective financial information impacting the carrying value of goodwill through a qualitative review of the Group’s climate change risk assessment. This review did not identify any material financial reporting impacts.
The key assumptions used in the assessments are as follows:
($’m) | 31 December 2021 | 31 December 2020 | ||||||
Terminal growth rate | 2.0 | % | 2.0 | % | ||||
Pre-tax discount rate | 9.9 | % | 12.2 | % |
Terminal growth rate does not exceed the long term average growth rate for the market. Pre-tax discount rate represents the Group’s weighted average cost of capital calculated from the cost of equity and cost of debt at a ratio typical for an industry of 70% equity and 30% debt.
The Group has considered sensitivity of the impairment of test results to changes in key assumptions. The recoverable amount of tested assets exceeds their carrying value. As the Group’s management is not aware of any other indications of impairment and given the results of the impairment tests, no impairment was recorded.
No reasonable possible change in the calculation assumptions would lead to an impairment.
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24. TRADE PAYABLES AND OTHER LIABILITIES
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Trade payables | 8.0 | 5.4 | ||||||
Accruals | 44.4 | 30.1 | ||||||
Amounts owed to employees | 21.9 | 21.1 | ||||||
Social security and other taxes | 2.0 | 2.0 | ||||||
Other payables and liabilities | 3.5 | 4.6 | ||||||
Total trade payables and other liabilities | 79.8 | 63.2 |
25. PROVISIONS AND CONTINGENT LIABILITIES
The movements in the provision accounts were as follows:
($ 'm) | Accrued
vacation provision | Provision
for restructuring | Onerous
contract provision | Other | Total | |||||||||||||||
As at 31 December 2019 | 1.7 | 1.8 | 0.8 | 8.2 | 12.5 | |||||||||||||||
Additions | 0.8 | 7.4 | - | 11.6 | 19.8 | |||||||||||||||
Utilisation | (1.7 | ) | (1.4 | ) | (0.3 | ) | (0.6 | ) | (4.0 | ) | ||||||||||
As at 31 December 2020 | 0.8 | 7.8 | 0.5 | 19.2 | 28.3 | |||||||||||||||
Additions | 0.9 | 4.8 | 2.4 | 14.8 | 22.9 | |||||||||||||||
Release | - | - | - | (11.8 | ) | (11.8 | ) | |||||||||||||
Utilisation | (0.8 | ) | (7.7 | ) | (0.1 | ) | (3.0 | ) | (11.6 | ) | ||||||||||
As at 31 December 2021 | 0.9 | 4.9 | 2.8 | 19.2 | 27.8 | |||||||||||||||
As at 31 December 2020 | ||||||||||||||||||||
Total current | 0.8 | 7.8 | 0.2 | 18.9 | 27.7 | |||||||||||||||
Total non-current | - | - | 0.3 | 0.3 | 0.6 | |||||||||||||||
As at 31 December 2021 | ||||||||||||||||||||
Total current | 0.9 | 4.7 | 1.6 | 19.2 | 26.4 | |||||||||||||||
Total non-current | - | 0.2 | 1.2 | - | 1.4 |
Onerous contract provision relates to the unavoidable costs of maintenance of data servers necessary to remain in operating condition due to an on-going regulatory investigation. The Group doesn’t draw any benefits from operating these servers, therefore an impairment has been recorded for their net book value (see Note 20).
As disclosed in the prior year, as part of the process to effect an orderly wind-down of Jumpshot, Avast has been in communication with relevant regulators and authorities in respect of certain data protection matters. These discussions have progressed during the year, and whilst not complete, Avast has received formal complaints from certain regulatory agencies. Avast continues to believe that it has acted appropriately and in compliance with all laws and has not admitted any liability. However, in an effort to close matters, discussions have commenced regarding possible settlement. Consequently, a provision of $10.2m has been made during the year. The timing of the potential outflow is not known but could be within the next year.
Whilst this represents management’s current best estimate of the outflow required to settle the cases, there remains the potential for additional outflows that are not currently provided. Depending on the nature of settlement discussions, the timing of any outflow could take significantly longer than a year. In estimating the likely timing and outflow required to settle the cases, Management have considered both other previously settled cases in the public domain, as well as the advice of its external legal team. Avast continues to cooperate fully in respect of all regulatory enquiries
The release of certain provisions related mainly to a provision for an alleged patent infringement claim, which has been dismissed with no costs resulting from it.
41
26. DEFERRED REVENUE
The Group sells consumer and corporate antivirus products for periods of 12, 24 or 36 months with payment received at the beginning of the licence term. Revenues are recognised ratably over the subscription period covered by the agreement. Deferred revenue materially represents the transaction price relating to sales of software licences that is allocated to future performance obligations.
The movements in the deferred revenue were as follows:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
At 1 January | 496.5 | 474.8 | ||||||
Additions – billings | 948.4 | 922.0 | ||||||
Deductions – revenue | (941.1 | ) | (892.9 | ) | ||||
Disposal of a business operation | (0.2 | ) | - | |||||
Jumpshot’s release of deferred revenue* | - | (7.6 | ) | |||||
Translation and other adjustments | - | 0.2 | ||||||
At 31 December | 503.6 | 496.5 |
* Jumpshot’s release of deferred revenue is included in exceptional costs
Current | 468.6 | 458.8 | ||||||
Non-current | 35.0 | 37.7 | ||||||
Total | 503.6 | 496.5 |
Prior year current deferred revenue is recognised as revenue in the current period.
27. TERM LOAN
Term loan balance is as follows:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Current term loan | 41.0 | 64.6 | ||||||
Long-term term loan | 744.9 | 769.4 | ||||||
Total term loans | 785.9 | 834.0 |
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
USD tranche principal | 462.0 | 113.8 | ||||||
EUR tranche principal | 327.0 | 722.7 | ||||||
Total principal | 789.0 | 836.5 |
On 22 March 2021, the Group borrowed a new term loan with a USD and EUR tranche of USD 480m and EUR 300m respectively, decreasing the margin on both tranches by 25bps and extending the maturity to seven years. The new term loan was issued at a below par value of 99.75% resulting in an effective cost of margin of 203.57. The previous term loan was net settled. The size of the USD and EUR tranche significantly changed which resulted in the derecognition of the previous term loan. The arrangement fees of the previous term loan of $2.3m were released into interest expense. Both term loans are presented in the above table as outstanding at each reporting period for the comparability.
The term facility was drawn from a syndicate of lenders, with Credit Suisse International (“CSI”) as administrative agent. The term loan is subject to quarterly amortisation payments of 1.25% of the original principal amount, USD 6.0m and EUR 3.8m per quarter beginning on 30 June 2021. The Group may voluntarily prepay term loans in whole or in part without premium or penalty.
42
The following terms apply to the bank loans outstanding at 31 December 2021: | ||
Margin | Margin | |||||||||||||
Facility | Interest | Floor | 31 December 2021 | 31 December 2020 | ||||||||||
USD Tranche | 3-month USD LIBOR | 0.00% p.a. | 2.00% p.a. | 2.25% p.a. | ||||||||||
EUR Tranche | 3-month EURIBOR | 0.00% p.a. | 2.00% p.a. | 2.25% p.a. |
Both facilities are repayable in full at the end of the 84-month term on 22 March 2028. The margin payable on both facilities is dependent upon the ratio of the Group’s net debt to Consolidated EBITDA as defined in the facility agreement. See Note 4 for details of the transition of IBOR rates to risk free rates.
The Credit Agreement requires the following mandatory repayments (so called Excess Cash Flow payment) in addition to the quarterly amortisation payments: Commencing with the fiscal year of the Company ending December 31, 2022, 50% of Excess Cash Flow (as defined and subject to certain reductions and to the extent where Excess cash flow payment exceed $75m and 15% of Four Quarter Consolidated EBITDA), with a reduction to 25% and elimination based upon achievement of First Lien Net Leverage Ratios not exceeding 3.5x and 3.0x, respectively. The First Lien Net Leverage Ratio (“the leverage ratio”) is defined as the nominal value of debt less cash on hand as of the relevant date divided by adjusted operating profit for the preceding four calendar quarters. The operating profit is adjusted for amortisation and depreciation, non-cash expenses such as share-based payments, the effects of business combination accounting and other non-cash items.
The following pledge agreements existed as of the date of issuance of these consolidated financial statements:
● | Avast Software B.V. pledged its 100% share in Avast Software s.r.o. |
● | Avast Software B.V. pledged its receivables |
● | Avast Software B.V. pledged its equity interests in Avast Software Inc. and Sybil Software LLC |
● | Avast Software, Inc. pledged its equity interests in AVG Technologies USA, LLC |
● | Avast Holding B.V. pledged its 100% share in Avast Software B.V. |
● | Avast Holding B.V. pledged its interest in any intercompany loans owed to by loan parties |
Since Avast Software s.r.o. forms a substantial portion of the Group, the estimated value of the pledged assets exceeds the total value of the term loan.
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Term loan balance reconciliation
The table below reconciles the movements of the Term loan balance with the statement of cash flow:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Term loan balance at beginning of period | 834.0 | 1,027.7 | ||||||
Net loan refinancing* | 6.6 | - | ||||||
Drawing fees | (2.7 | ) | - | |||||
Interest expense | 25.0 | 33.4 | ||||||
Interest paid | (14.3 | ) | (27.5 | ) | ||||
Loan repayment | (31.3 | ) | (261.9 | ) | ||||
Unrealised foreign exchange loss/(gain)** | (32.2 | ) | 62.1 | |||||
Other | 0.8 | 0.2 | ||||||
Term loan balance at end of period | 785.9 | 834.0 |
*Net loan refinancing consists of repayment of old loan of $(827.6)m, new loan drawn of $843.6m and portion of transaction costs related to borrowings deducted by bank of $(5.0)m and portion of cash interest deducted by bank of $(4.0)m.
**Unrealised foreign exchange loss/(gain) amount includes gain of $23.3m relating to the new term loan for the year ended 31 December 2021.
The presentation of above items has changed since the issuance of interim financial statements where separate lines were presented for the new loan drawn of $843.6m, loan repayments of $838.2m (being the sum of the old loan repayment of $827.6m and quarterly amortisation payments of $10.6m) and the bank fees were included within drawing fees of $7.7m. In addition, cash flow presentation changed to show the proceeds of $6.6m received on refinancing, drawing fees of $2.7m and the quarterly amortisation loan repayments of $31.3m. At the interim, the Group presented the proceeds from borrowings/repayments of $5.4m (which included net loan proceeds and quarterly amortisation repayments), drawing fees of $7.7m and interest paid of $10m (which included the bank fees/interest deducted on refinancing) in the cash flow statement.
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Revolving facility
On 22 March 2021, the Group also obtained a revolving credit facility of $40.0m for operational purposes which has not been drawn as of the date of these consolidated financial statements. It is valid up to 22 March 2026. The Credit Agreement includes a financial covenant that is triggered if at any time $35.0m or more is outstanding under the revolving credit agreement at the last day of any four-quarter period ending on June 30 or December 31. If the revolving credit facility exceeds this threshold, then the Group must maintain, on a consolidated basis, a leverage ratio of less than 6.5x. This covenant is tested quarterly at such time as it is in effect.
28. FINANCIAL ASSETS AND LIABILITIES
The carrying amount of financial assets and liabilities held by the Group was as follows:
($ 'm) | Type | 31 December 2021 | 31 December 2020 | |||||||||
Financial assets | ||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||
Escrow | Level 2 | 5.0 | - | |||||||||
Equity instruments at fair value through other comprehensive income | ||||||||||||
Quoted equity instruments | Level 1 | 7.1 | - | |||||||||
Financial assets at amortised cost | ||||||||||||
Cash and cash equivalents | 429.0 | 175.4 | ||||||||||
Trade and other receivables | 53.4 | 63.0 | ||||||||||
Other financial assets | 1.6 | 1.2 | ||||||||||
Total financial assets | 496.1 | 239.6 | ||||||||||
Total current | 488.1 | 238.8 | ||||||||||
Total non-current | 8.0 | 0.8 | ||||||||||
Financial liabilities | ||||||||||||
Derivatives not designated as hedging instruments | ||||||||||||
Interest rate cap | Level 3 | - | 0.4 | |||||||||
Financial liabilities at amortised cost | ||||||||||||
Trade and other payables | 77.8 | 63.2 | ||||||||||
Lease liabilities (Note 21) | 52.5 | 64.5 | ||||||||||
Term loan | 785.9 | 834.0 | ||||||||||
Total financial liabilities | 916.2 | 962.1 | ||||||||||
Total current | 125.8 | 135.2 | ||||||||||
Total non-current | 790.4 | 826.9 | ||||||||||
Net financial liabilities | 420.1 | 722.5 |
29. FINANCIAL RISK MANAGEMENT
The Group’s classes of financial instruments correspond with the line items presented in the Consolidated Statement of Financial Position.
The management of the Group identifies the financial risks that may have an adverse impact on the business objectives and through active risk management mitigates these risks to an acceptable level.
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The specific risks related to the Group’s financial assets and liabilities and sales and expenses are interest rate risk, credit risk and exposure to the fluctuations of foreign currency.
Credit risk
The outstanding balances of trade and other receivables are monitored on a regular basis. The Group has been managing receivables effectively and improved collections process by simplifying the billing system structure which is reflected in the overall decrease of total receivables (see Note 18).
The credit quality of larger customers is assessed based on the credit rating, and individual credit limits are defined in accordance with the assessment.
The Group did not issue any guarantees or credit derivatives. The Group does not consider the credit risk related to cash balances held with banks to be material.
A significant portion of sales is realised through the Group’s online resellers, mainly Digital River. The Group manages its credit exposure by receiving advance payments from Digital River.
The Group evaluates the concentration of risk with respect to accounts receivable as medium, due to the relatively low balance of trade receivables that is past due. The risk is reduced by the fact that its customers are located in several jurisdictions and operate in largely independent markets and the exposure to its largest individual distributors is also medium.
Foreign currency risk
Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in foreign currency).
At the parent company level, the functional and presentation currency is the US dollar and the Group’s revenue and costs are reported in US dollars. The Group is exposed to translation risk resulting from the international sales and costs denominated in currencies other than US dollars and the resulting foreign currency balances held on the balance sheet. The Group is exposed to material transaction and translation currency risk from fluctuations in currency rates between USD, GBP, CZK and EUR.
The following table shows payments for the Group’s products and services by end users (either directly to Group or paid to an e-commerce service provider) in individual currencies. Based on agreements with the Group, e-commerce service providers may convert billings collected on behalf of the Group in specific currencies to a remittance currency (usually USD and EUR) at the existing market rates which does not remove the underlying foreign exchange risk. The table below shows the original currency composition of payments made by end users to illustrate the foreign exchange risk to billings.
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
USD | 43 | % | 46 | % | ||||
EUR | 25 | % | 24 | % | ||||
GBP | 9 | % | 9 | % | ||||
Other | 23 | % | 21 | % | ||||
Total | 100 | % | 100 | % |
As the majority of revenues represent sales of software licences, the revenues are recognised over the duration of the licence period, despite payment being received at the start of the licence period. Because the release of deferred revenues is performed using the exchange rates valid at the start of the licence term, they are not subject to foreign currency risk.
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The following table shows financial assets and liabilities in individual currencies, net:
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
USD* | (240.3 | ) | 34.3 | |||||
EUR* | (223.9 | ) | (766.4 | ) | ||||
CZK | (11.1 | ) | (18.5 | ) | ||||
GBP | 46.7 | 15.9 | ||||||
Other | 8.5 | 11.3 | ||||||
Total | (420.1 | ) | (723.4 | ) |
*The fluctuation in the currencies are mainly caused by the term loan repayments as further described in Note 27.
Financial assets and liabilities include cash and cash equivalents, trade and other receivables and trade and other payables, term loan, lease liabilities, other current liabilities, and non-current financial assets and liabilities.
The table below presents the sensitivity of the profit before tax to a hypothetical change in EUR, CZK and other currencies and the impact on financial assets and liabilities of the Group. The sensitivity analysis is prepared under the assumption that the other variables are constant. The analysis against USD is based solely on the net balance of cash and cash equivalents, trade and other receivables, trade and other payables and term loan.
($ 'm) | % change | 31 December 2021 | 31 December 2020 | |||||||||
EUR | +/-10 | % | (22.4)/22.4 | (76.6)/76.6 | ||||||||
CZK | +/-10 | % | (1.1)/1.1 | (1.8)/1.8 | ||||||||
GBP | +/-10 | % | 4.7/(4.7 | ) | 1.6/(1.6 | ) | ||||||
Other | +/-10 | % | 0.9/(0.9 | ) | 1.1/(1.1 | ) |
The sensitivity analysis above is based on the consolidated assets and liabilities, i.e. excluding intercompany receivables and payables. However, Avast Software s.r.o. has a significant intercompany loan payable to Avast Software B.V. denominated in USD. As the functional currency of Avast Software s.r.o. is the USD but the tax basis of Avast Software s.r.o. is denominated in CZK the income tax gains or losses of Avast Software s.r.o. are exposed to significant foreign exchange volatility. If the CZK depreciates against the USD, the corporate income tax expense would decrease. Avast Software B.V. is not exposed to any similar volatilities as its functional and tax currency is the USD.
Interest rate risk
Cash held by the Group is not subject to any material interest. The only liability held by the Group subject to interest rate risk is the loan described in Note 27. Other liabilities and provisions themselves are not subject to interest rate risk. The Group keeps all its available cash in current bank accounts (see Note 17).
As at 31 December 2021, the Group has a term loan with an interest rate of 3-month USD LIBOR plus a 2.00% p.a. mark-up for USD tranche and 3-month EURIBOR plus a 2.00% p.a. mark-up for EUR tranche. The 3-month USD LIBOR and 3-month EURIBOR are subject to a 0% interest rate floor. As of 31 December 2021, the 3-month USD LIBOR was 0.22% p.a. and 3-months EURIBOR was -0.57%.
Interest rate sensitivity
A change of 100 basis points in market interest rates would have increased/(decreased) equity and profit and loss before tax by the amounts shown below:
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
Increase in interest rates | (5.7 | ) | (3.9 | ) | ||||
Decrease in interest rates | 1.0 | - |
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Liquidity risk
The Group performs regular monitoring of its liquidity position to maintain sufficient financial sources to settle its liabilities and commitments. The Group is dependent on a long-term credit facility and so it must ensure that it is compliant with its terms. The Group does not intend to repay the term loan prematurely, however understands that it is NortonLifeLock’s intention to do so, should the proposed Merger conclude. As it generates positive cash flow from operating activities, the Group is able to cover the normal operating expenditures, pay outstanding short-term liabilities as they fall due without requiring additional financing and has sufficient funds to meet the capital expenditure requirement. The Group considers the impact on liquidity each time it makes an acquisition in order to ensure that it does not adversely affect its ability to meet the financial obligation as they fall due.
As at 31 December 2021 and 2020, the Group’s current ratio (current assets divided by current liabilities including the current portion of deferred revenue) was 0.85 and 0.46. The ratio is significantly impacted by the high current deferred revenue balance due to the sales model, where subscription revenue is collected in advance from end users and deferred over the licence period. The Group’s current ratio excluding deferred revenue was 3.24 and 1.76 as at 31 December 2021 and 2020, respectively.
In 2021, Avast’s credit rating was upgraded to Ba1 from Ba2 with Moody’s, while Standard & Poor’s rating remained at BB+, driven mainly by the strong financial performance. The credit ratings are subject to regular review by the credit rating agencies and may change in response to economic and commercial developments.
The following table shows the ageing structure of financial liabilities as of 31 December 2021:
Due within | Due between 3 | Due between | Due in more | |||||||||||||||||
($ 'm) | 3 months | to 12 months | 1 to 5 years | than 5 years | Total | |||||||||||||||
Term loan | 9.9 | 29.6 | 157.8 | 591.7 | 789.0 | |||||||||||||||
Interest payment | 4.1 | 12.3 | 69.4 | 5.2 | 91.0 | |||||||||||||||
Trade payables and other liabilities | 69.8 | 8.0 | - | - | 77.8 | |||||||||||||||
Lease liability | 2.1 | 6.2 | 27.8 | 23.0 | 59.1 | |||||||||||||||
Total | 85.9 | 56.1 | 255.0 | 619.9 | 1,016.9 |
The following table shows the ageing structure of financial liabilities as of 31 December 2020:
Due within | Due between 3 | Due between | Due in more | |||||||||||||||||
($ 'm) | 3 months | to 12 months | 1 to 5 years | than 5 years | Total | |||||||||||||||
Term loan | 16.1 | 48.4 | 772.0 | - | 836.5 | |||||||||||||||
Interest payment | 5.0 | 14.6 | 30.1 | - | 49.7 | |||||||||||||||
Trade payables and other liabilities | 53.6 | 7.5 | - | - | 61.1 | |||||||||||||||
Derivative financial instruments | 0.4 | - | - | - | 0.4 | |||||||||||||||
Other non-current liabilities | - | - | 0.7 | - | 0.7 | |||||||||||||||
Lease liability | 2.2 | 6.9 | 33.8 | 32.4 | 75.3 | |||||||||||||||
Total | 77.3 | 77.4 | 836.6 | 32.4 | 1,023.7 |
Fair values
The fair values of financial assets and liabilities are included at the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the end of the reporting period. The following methods and assumptions are used to estimate the fair values:
● | Cash and cash equivalents – approximates to the carrying amount; | |
● | Term loans – approximates to the carrying amount. Term loan was recently refinanced and recognised at fair value. See Note 27 for further details; | |
● | Receivables and payables – approximates to the carrying amount; | |
● | Lease liabilities – approximates to the carrying amount. |
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Financial assets and liabilities that are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
● | Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities; | |
● | Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable; and | |
● | Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable. |
The carrying amount of financial assets and liabilities held by the Group is shown in Note 28.
Capital management
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s capital management is to maximise the shareholder value.
The Group manages its capital structure and makes adjustments to it in the light of changes in circumstances, including economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The Group monitors capital using the net liability position and gearing ratio (the net liability position divided by the sum of the net liability position and equity). The Group includes within the net liability position all current and non-current liabilities, less cash and cash equivalents.
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
Current and non-current liabilities | 1,461.7 | 1,511.7 | ||||||
Less: cash and short – term deposits | (429.0 | ) | (175.4 | ) | ||||
Net liability position | 1,032.7 | 1,336.3 | ||||||
Equity | 1,434.3 | 1,195.3 | ||||||
Gearing ratio | 41.9 | % | 52.8 | % |
30. SHARE CAPITAL AND SHARE PREMIUM
Number | Share Capital | Share Premium | ||||||||||
Shares issued and fully paid: | of shares | ($ 'm) | ($ 'm) | |||||||||
Share capital at 31 December 2019 (Ordinary shares of £0.10 each) | 1,008,020,035 | 136.0 | 55.6 | |||||||||
Issuance of shares under share-based payment plans | 20,492,707 | 2.6 | 32.0 | |||||||||
Share capital at 31 December 2020 (Ordinary shares of £0.10 each) | 1,028,512,742 | 138.6 | 87.6 | |||||||||
Issuance of shares under share-based payment plans | 8,843,143 | 1.2 | 10.2 | |||||||||
Share capital at 31 December 2021 (Ordinary shares of £0.10 each) | 1,037,355,885 | 139.8 | 97.8 |
During the year 3,418,209 shares in relation to vested RSUs (2020: 2,994,633) and 1,820,902 shares in relation to the vested PSUs and its dividend equivalents (2020: nil) were issued to the EBT for the nominal value of $0.7m (2020: $0.6m). At 31 December 2021, no shares were held by the trust.
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31. OTHER RESERVES
The movements in the other reserves were as follows:
($ 'm) | 2021 | 2020 | ||||||
Other reserves at 1 January | 287.2 | 225.1 | ||||||
Redemption obligation reserve | - | 55.7 | ||||||
Share-based payments1 | 46.0 | 21.8 | ||||||
Transfer of share-based payments to retained earnings2 | (14.1 | ) | (15.4 | ) | ||||
Other reserves at 31 December | 319.1 | 287.2 |
1 The fair value of share awards granted to employees is recorded over the vesting periods of individual options granted as a personnel expense with a corresponding entry to other reserves. Refer to Note 33 for further details of share-based payments.
2 Transfer represents reclassification of accumulated share-based payments reserve into retained earnings in relation to share-based payments relating to the company’s employees and recharges made by the company to its subsidiaries. The same transfer is made in the company’s individual financial statements.
32. DIVIDENDS MADE AND PROPOSED
($ 'm) | 2021 | 2020 | ||||||
Interim 2021 dividend paid of $4.8 cents (2020: $4.8 cents) per share | 49.6 | 49.3 | ||||||
Final 2020 dividend paid of $11.2 cents (2019: $10.3 cents) per share | 115.4 | 105.4 | ||||||
Total cash dividend paid | 165.0 | 154.7 |
Dividend proposed
The Board announced on 7 February 2022 that it had declared a conditional interim dividend of 11.2 cents per share. The payment of this dividend is subject to the terms of the Scheme and is therefore conditional on the Merger not having become effective before 1 March 2022. On 18 February 2022, NortonLifeLock announced an updated merger timetable, which included an expected Scheme effective date of 4 April 2022. Following this announcement, the Board confirmed on 18 February 2022 that the conditional interim dividend would be paid on 3 March 2022 to shareholders on the register as of 18 February 2022, with an ex-dividend date of 24 February 2022.
33. SHARE-BASED PAYMENTS
During the period, the Group has had several equity-settled incentive plans available for employees:
Avast plc, 2018 Long Term Incentive Plan (LTIP)
The purpose of the LTIP is to incentivise employees and Executive Directors whose contributions are essential to the continued growth and success of the business of the Company, in order to strengthen their commitment to the Company and, in turn, further the growth, development and success of the Company. The following types of awards can be granted:
Performance Stock Units (PSUs)
PSUs are granted to Executive Directors and members of the Executive Management team. Each PSU entitles a participant to receive a share in the Company upon the attainment, over a three year performance period, of challenging performance conditions determined by the Remuneration Committee. The award carries a right to a dividend equivalent. PSUs are exercisable once vested.
Restricted Stock Units (RSUs)
RSUs are granted to key employees of the Group who are not Executive Directors or members of the Executive Management team. Each RSU entitles a participant to receive a share in the Company upon vesting of the RSU. Each award of RSUs ordinarily vests either in three equal proportions over a three year period or on the third anniversary of grant or over such other period as the Committee may determine, provided the participant remains in service. The award carries no right to a dividend equivalent. RSUs are exercisable once vested.
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Stock options (‘options’)
Options are granted to key employees of the Group who are not Executive Directors or members of the Executive Management team. Each option entitles a participant to the right to acquire a share of the Company upon vesting of the option. Each option ordinarily becomes exercisable either in three equal proportions over a three year period or on the third anniversary of the grant, or over such other period as the Remuneration Committee may determine. All remaining unvested stock options may vest on the date of the Merger.
Share Matching Plan (SMP)
The purpose of the SMP is to encourage and enable employees and Executive Directors to acquire a significant stake in the Company so that they can share in the future growth, development and success of the Company. Under this plan, employees are granted one matched share for every three purchased shares after a two-year period. The plan ceased to operate on 31 December 2021.
Deferred Bonus Plan (DBP)
The Company has adopted the Deferred Bonus Plan for only Executive Directors. Where a participant is required to defer a portion of their annual bonus into shares under the terms of the Company’s annual bonus arrangements, the Remuneration Committee may grant an award to acquire shares under the DBP in order to facilitate such deferral. Awards ordinarily vest on the second anniversary of the date of grant. No award under DBP was granted in 2021.
Existing Employee Share plan (formerly known as Avast Holding 2014 Share Option Plan ‘Avast Option Plan’)
The Avast Option Plan was the primary share option plan of the Group prior to the IPO. No new options have been granted under the Avast Option Plan since the IPO. Furthermore, the Company does not intend to grant any further options under the Avast Option Plan. Options generally vest over a four-year period in four equal installments. Some of the options granted to the key management personnel are performance-based. The contractual life of all options is 10 years.
Due to the proposed Merger, the above plans will be impacted. The treatment of outstanding awards granted under the LTIP, whether in the form of PSUs or RSUs, will differ depending on whether the awards are vested or unvested. The pro rata portion of Avast awards which will vest at the point of close will be determined by applying a specific formula, the remainder unvested Avast awards will be rolled over to NortonLifeLock LTIP on a mandatory basis, and will continue to vest as per the original vesting schedule. The management have made best estimates in regards to the expected timing of proposed Merger, and the number of ‘good’ leavers, whose awards will vest in the event that they are made redundant as a consequence of the Merger. See Note 3 for significant estimates.
On 18 February 2022, NortonLifelock and Avast plc announced that the planned merger between the two entities will complete on 4 April 2022. It was assumed that the merger would take place before 31 March 2022 when determining the fair value of share-based payment expense. In the event that the merger takes place after this date, certain share-based payments relating to a former director will be partly cash-settled. As the change in expected merger date was not announced until 18 February 2022, this constitutes a non-adjusting event post balance sheet. The change would result in an increase in liabilities of $1.9m, a decrease in other reserves $0.9m and a net $1.0m increase in the share-based payment expense.
Share-based payment expense
The total expense that relates to share-based payment transactions during the year is as follows:
Year-ended | Year-ended | |||||||
($ 'm) | 31 December 2021 | 31 December 2020 | ||||||
LTIP* | 45.6 | 21.9 | ||||||
SMP | 0.2 | 0.5 | ||||||
Option plans | 0.2 | (0.5 | ) | |||||
Total share-based payment expense | 46.0 | 21.9 |
*For the year ended 31 December 2021 LTIP expense includes modification expense of $6.2m as already described in Note 2. There was no material incremental value arising from the modification but it led to an acceleration of share based expense.
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The Group also recognised additional $1.1m (2020: $0.8m) of employer’s costs related to the share-based payments exercise included in cost of revenues and operating costs. Total costs related to share-based payments adjusted out from the operating profit amounted to $47.1m (2020: $22.7m).
Share options
The number and weighted average exercise prices of, and movements in, share options of Avast Option Plan in the year is set out below:
Year-ended | Year-ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
Number
of shares options | Weighted average exercise ($) | Number
of shares options | Weighted average exercise ($) | |||||||||||||
Outstanding – 1 January | 4,762,327 | 2.77 | 24,757,234 | 2.27 | ||||||||||||
Forfeited | (161,227 | ) | 3.42 | (3,302,223 | ) | 3.53 | ||||||||||
Exercised | (3,325,616 | ) | 2.70 | (16,692,684 | ) | 2.10 | ||||||||||
Outstanding – 31 December | 1,275,484 | 2.76 | 4,762,327 | 2.77 | ||||||||||||
Vested and exercisable – 31 December | 284,856 | 1.49 | 2,489,697 | 2.36 |
The weighted average share price for options exercised during the year was £ pence 567.78 (2020: £ pence 390.36).
Options outstanding at the end of the year had the following range of exercise prices and weighted average remaining contractual life:
31 December 2021 | 31 December 2020 | |||||||||||||||
Exercise price: | Number
of shares outstanding | Weighted average remaining life (years) | Number
of shares outstanding | Weighted average remaining life (years) | ||||||||||||
$0.77 - $0.94 | 105,362 | 3.70 | 470,403 | 3.80 | ||||||||||||
$1.00 - $1.86 | 179,494 | 5.37 | 709,601 | 6.34 | ||||||||||||
$2.72 - $3.63 | 990,628 | 6.17 | 3,582,323 | 7.19 | ||||||||||||
Outstanding – 31 December | 1,275,484 | 5.86 | 4,762,327 | 6.73 |
Replacement options
Year-ended | Year-ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
Number
of shares | Weighted average exercise ($) | Number
of shares | Weighted average exercise ($) | |||||||||||||
Outstanding – 1 January | 9,393 | 0.19 | 583,435 | 0.18 | ||||||||||||
Exercised | (9,393 | ) | 0.19 | (574,042 | ) | 0.19 | ||||||||||
Outstanding – 31 December | - | - | 9,393 | 0.19 | ||||||||||||
Vested and exercisable – 31 December | - | - | 9,393 | 0.19 |
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Restricted Stock Units
The following table illustrates the number and weighted average share price on date of award, and movements in, restricted stock units granted under the LTIP:
Year-ended | Year-ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
Number
of shares | Weighted
average share price (£ pence) | Number
of shares | Weighted average share price (£ pence) | |||||||||||||
Outstanding – 1 January | 8,469,126 | 443.74 | 8,160,349 | 319.76 | ||||||||||||
Granted | 10,188,309 | 546.67 | 5,287,758 | 529.86 | ||||||||||||
Forfeited | (2,502,601 | ) | 467.93 | (1,984,348 | ) | 355.32 | ||||||||||
Vested | (3,418,209 | ) | 396.80 | (2,994,633 | ) | 303.43 | ||||||||||
Outstanding – 31 December | 12,736,625 | 531.20 | 8,469,126 | 443.74 |
The fair value of RSUs granted is initially measured as at date of grant using Black-Scholes model, the outcome of which is a weighted average fair value of RSUs granted during the year of £ pence 528.52 (2020: £ pence 503.77). Future dividends have been taken into account based on expected cash flow and dividend policy. The dividend yield assumption represents the expected average annual dividend payment over the life of the award.
Performance Stock Units
The following table illustrates the number and weighted average share price on date of award, and movements in, performance stock units granted under the LTIP:
Year-ended | Year-ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
Number
of shares | Weighted average share price (£ pence) | Number
of shares | Weighted average share price (£ pence) | |||||||||||||
Outstanding – 1 January | 5,848,670 | 277.91 | 5,358,037 | 242.30 | ||||||||||||
Granted | 965,053 | 483.40 | 1,185,732 | 404.60 | ||||||||||||
Forfeited | (1,177,251 | ) | 219.60 | (695,099 | ) | 219.60 | ||||||||||
Vested | (1,727,631 | ) | 219.60 | - | - | |||||||||||
Outstanding – 31 December | 3,908,841 | 371.97 | 5,848,670 | 277.91 |
PSU holders are entitled to the dividend equivalent which was issued in the form of shares of 93,271 for the year-ended 31 December 2021 (2020:nil).
The vesting of the awards under LTIP is subject to the attainment of performance conditions.
The fair value of PSUs granted is measured as at date of grant using Black-Scholes model, the outcome of which is a weighted average fair value of PSUs granted during the year was £ pence 483.60 (2020: £ pence 404.60).
Share Matching Plan
During 2021, the Group has issued 212,268 (2020: 231,348) shares to the employees under the Share Matching Plan. Due to the proposed Merger, the plan ceased to operate on 31 December 2021 and all participants will receive all of the matched shares that participant would have received had he/she remained in service and held their purchased Avast shares for the full holding period of two years.
The cost of the additional shares of $0.2m is to be accelerated and recognised against the other reserves through the proposed Merger date. The weighted average fair value of additional shares was £ pence 544.56 for the year ended 31 December 2021 (2020: £ pence 454.70).
53
34. RELATED PARTY DISCLOSURES
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Compensation of key management personnel (including Directors)
Year-ended | Year-ended | |||||||||||||||
31 December 2021 | 31 December 2020 | |||||||||||||||
Key | Other | Key | Other | |||||||||||||
management | related | management | related | |||||||||||||
($ 'm) | personnel | parties | personnel | parties | ||||||||||||
Short term employee benefits (including salaries) | 11.4 | - | 10.5 | 0.2 | ||||||||||||
Termination benefits | 3.3 | - | 0.2 | - | ||||||||||||
Share-based payments | 9.2 | - | 6.4 | - | ||||||||||||
Total | 23.9 | - | 17.1 | 0.2 |
The amounts in the table above includes, in addition to the compensation of key management personnel of the Group, the remuneration of employees of the Group that are considered related parties under IAS 24 Related party disclosures.
Other Related parties
Nadační fond Abakus (’Abakus Foundation’)
On 29 September 2020, Avast’s founders Messrs. Baudiš and Kučera established the new foundation Abakus.
On 1 January 2021, Abakus Foundation merged as a successor company with Nadační fond AVAST (’AVAST Foundation’). The legacy and the projects of AVAST Foundation in the Czech Republic will continue through the Abakus Foundation, the Avast Founders’ foundation. The Abakus Foundation will support important societal topics such as end-of-life care, support for families with disabled children, and general educational improvement in the Czech Republic. The foundation is considered to be a related party as the spouses of Messrs. Kučera and Baudiš are members of the management board of the foundation.
During the twelve months ended 31 December 2021, Avast Software s.r.o. paid donations of $1.9m to the Abakus Foundation.
During the twelve months ended 31 December 2020, Avast Software s.r.o. paid donations of $4.0m to the AVAST Foundation. Further $21m were paid to the AVAST Foundation as part of COVID-19 donations.
Stichting Avast (‘Avast Foundation’)
On 6 January 2021, Stichting Avast, known as Avast Foundation, was established in the Netherlands by Avast Holding. The new Avast Foundation will support a new range of programs that are aligned with Avast's core mission of protecting people in the digital world. The Foundation is considered a related party as some of the key management personnel of Avast are members of the Foundation’s Board.
During the twelve months ended 31 December 2021, Avast Software s.r.o paid donations of $3.2m to Avast Foundation.
Enterprise Office Center
On 15 November 2016, Enterprise Office Center (owned by Erste Group Immorent) where Avast Software s.r.o. resides was sold by a third party to a group of investors including co-founders of the Group, Eduard Kučera and Pavel Baudiš for $119.5m (ca. €110m). The annual rent is €3.2m ($3.7m). The term of lease ends in August 2024 and offers two options to extend for another 24 months under the same conditions.
54
35. COMMITMENTS
Below are contractual commitments in relation to cloud computing services:
($’m) | ||||
Less than 1 year | 4.8 | |||
1-3 years | 25.2 | |||
3-5 years | 30.0 | |||
Total | 60.0 |
36. PRINCIPAL EXCHANGE RATES
Year-ended | Year-ended | |||||||
31 December 2021 | 31 December 2020 | |||||||
Translation of Czech crown into US dollar ($:CZK1.00) | ||||||||
Average | 0.0462 | 0.0431 | ||||||
Closing | 0.0456 | 0.0468 | ||||||
Translation of Sterling into US dollar ($:£1.00) | ||||||||
Average | 1.3778 | 1.2860 | ||||||
Closing | 1.3478 | 1.3648 | ||||||
Translation of Euro into US dollar ($:€1.00) | ||||||||
Average | 1.1894 | 1.1384 | ||||||
Closing | 1.1325 | 1.2271 |
55
37. FULL LIST OF SUBSIDIARIES AS OF 31 DECEMBER 2021
Country
of incorporation |
Registered office | Registered address | Class
of shares held |
Percentage of share held | ||||
Netherlands | Avast Holding B.V. | Databankweg 26, Amersfoort, 3821 AL, | Ordinary | 100% | ||||
The Netherlands | ||||||||
Avast Software B.V. | Databankweg 26, Amersfoort, 3821 AL, | Ordinary | 100% | |||||
The Netherlands | ||||||||
AVG Ecommerce CY BV | Databankweg 26, Amersfoort, 3821 AL, | Ordinary | 100% | |||||
The Netherlands | ||||||||
Czech Republic | Avast Software s.r.o. | Pikrtova 1737/1a, 140 00 Prague 4, | Ordinary | 100% | ||||
Czech Republic | ||||||||
Jumpshot s.r.o. | Pikrtova 1737/1a, 140 00 Prague 4, | Ordinary | 99.9% | |||||
Czech Republic | ||||||||
FileHippo s.r.o. | Pikrtova 1737/1a, 140 00 Prague 4, | Ordinary | 100% | |||||
Czech Republic | ||||||||
Germany | Avast Deutschland GmbH | Gladbecker Str. 1, 40472 Düsseldorf, | Ordinary | 100% | ||||
Germany | ||||||||
UK | AVG Technologies UK | 7th Floor 110 High Holborn, London, | Ordinary | 100% | ||||
Limited | England, WC1V 6JS | |||||||
Privax Limited | 7th Floor 110 High Holborn, London, | Ordinary | 100% | |||||
England, WC1V 6JS | ||||||||
Piriform Software Ltd | 7th Floor 110 High Holborn, London, | Ordinary | 100% | |||||
England, WC1V 6JS | ||||||||
Evernym (UK) Limited | 7th Floor 110 High Holborn, London, | Ordinary | 100% | |||||
England, WC1V 6JS | ||||||||
USA | AVAST Software, Inc. | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | ||||
Charlotte, NC 28269, USA | ||||||||
Remotium Inc. | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | |||||
Charlotte, NC 28269, USA | ||||||||
Sybil Software LLC | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | |||||
Charlotte, NC 28269, USA | ||||||||
Jumpshot, Inc. | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 99.9% | |||||
Charlotte, NC 28269, USA | ||||||||
AVG Technologies USA, | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | |||||
LLC* | Charlotte, NC 28269, USA | |||||||
Piriform, Inc. | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | |||||
Charlotte, NC 28269, USA | ||||||||
Evernym, Inc. | Suite 450, 9300 Harris Corners Parkway, | Ordinary | 100% | |||||
Charlotte, NC 28269, USA | ||||||||
Hong Kong | AVAST Software (Asia) | 10/F, Guangdong Investment Tower, 148 | Ordinary | 100% | ||||
Limited | Connaught Road Central, Hong Kong | |||||||
Cyprus | Piriform Group Ltd | 1 Constantinou Skokou St, Capital | Ordinary | 100% | ||||
Chambers, 5th Floor, Agios Antonios, | ||||||||
1061 Nicosia, Cyprus | ||||||||
Piriform Limited | 1 Constantinou Skokou St, Capital | Ordinary | 100% | |||||
Chambers, 5th Floor, Agios Antonios, | ||||||||
1061 Nicosia, Cyprus | ||||||||
Australia | AVG Technologies AU Pty | C/- Intertrust Australia Pty Ltd, Suite 2, | Ordinary | 100% | ||||
Ltd | Level 25, 100 Miller Street, North Sydney | |||||||
NSW 2060” Australia | ||||||||
Norway | AVG Technologies | Lysaker Torg 5, 1366 Lysaker, Bærum, | Ordinary | 100% | ||||
Norway AS | Norway | |||||||
Slovak Republic | Avast Slovakia s.r.o.** | Poštová 1, 010 08 Žilina, Slovakia | Ordinary | 100% | ||||
Switzerland | Avast Switzerland AG | Grosspeteranlage 29, 4052 | Ordinary | 100% | ||||
Basel, Switzerland | ||||||||
Serbia | Privax d.o.o. Beograd | Bulevar Mihaila Pupina 6, 11070 | Ordinary | 100% | ||||
Belgrade-Novi Beograd, Serbia | ||||||||
Japan | Avast Software Japan | 1F and 2F Otemachi Building, 1 -6-1 | Ordinary | 100% | ||||
Godo Kaisha | Otemachi, Chiyoda-ku, Tokyo, Japan | |||||||
Romania | Avast Software Romania | Municipiul Iasi, Strada Palas Nr. 7B-7C, | Ordinary | 100% | ||||
S.R.L. | Clădirea C1, United Business Center 3, | |||||||
Etaj 8, Judet Iasi, Romania | ||||||||
Ireland | Avast Software Ireland | 5th Floor Beaux Lane House, Mercer | Ordinary | 100% | ||||
Limited | Street, Lower Dublin 2 D02 DH60, Ireland | |||||||
Italy | Avast Software Italy s.r.l. | Viale Abruzzi 94 CAP 20131, Milano, Italy | Ordinary | 100% |
* | As of 28 May 2021, TrackOFF, Inc. merged into AVG Technologies USA, LLC |
** | As of 11 January 2021, Inloop s.r.o. changed its legal name to Avast Slovakia s.r.o. |
The Company’s directly held subsidiary is Avast Holding B.V. All other subsidiaries are indirectly held.
56
Report of Independent Auditors
The Board of Directors and Shareholders of Avast plc
Opinion
We have audited the consolidated financial statements of Avast plc (the Company), which comprise the consolidated statements of financial position as of December 31, 2021 and 2020, and the related consolidated statements of profit and loss, comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). 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 required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
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 of 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 absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
57
In performing an audit in accordance with GAAS, we:
• | Exercise professional judgment and maintain professional skepticism throughout the audit. |
• | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
• | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sinternal control. Accordingly, no such opinion is expressed. |
• | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. as well as evaluate the overall presentation of the financial statements. |
• | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company'sability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
London, England
February 24, 2022
58
Exhibit 99.6
Avast plc
Half Year Results 2022
CONSOLIDATED STATEMENT OF PROFIT AND
LOSS
FOR THE SIX-MONTHS ENDED 30 JUNE 2022
($’M)
Six-months ended | Six-months ended | |||||||||
Note | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | ||||||||
REVENUES | 3 | 470.3 | 471.3 | |||||||
Cost of revenues | (80.6 | ) | (74.8 | ) | ||||||
GROSS PROFIT | 389.7 | 396.5 | ||||||||
Sales and marketing | (88.0 | ) | (77.4 | ) | ||||||
Research and development | (46.3 | ) | (38.4 | ) | ||||||
General and administrative | (82.8 | ) | (54.0 | ) | ||||||
Total operating costs | (217.1 | ) | (169.8 | ) | ||||||
OPERATING PROFIT | 172.6 | 226.7 | ||||||||
Net gain on disposal of a business operation | 10 | - | 34.2 | |||||||
Interest Income | 7 | 0.3 | 0.1 | |||||||
Interest Expense | 7 | (15.3 | ) | (14.3 | ) | |||||
Other finance income and expense (net) | 7 | 16.3 | 22.6 | |||||||
PROFIT BEFORE TAX | 173.9 | 269.3 | ||||||||
Income tax | 8 | (32.9 | ) | (63.5 | ) | |||||
PROFIT FOR THE PERIOD | 141.0 | 205.8 | ||||||||
Earnings per share (in $ per share): | ||||||||||
Basic EPS | 11 | 0.14 | 0.20 | |||||||
Diluted EPS | 11 | 0.13 | 0.20 |
The accompanying notes form an integral part of these financial statements.
2 |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX-MONTHS ENDED 30 JUNE 2022
($’M)
Six-months ended | Six-months ended | |||||||
30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | |||||||
Profit for the period | 141.0 | 205.8 | ||||||
Other comprehensive gains: | ||||||||
Items that will not be reclassified subsequently to profit or loss: | ||||||||
- Changes in the fair value of equity instruments at fair value through other comprehensive income (net of tax) | (2.8 | ) | (0.6 | ) | ||||
Items that may be reclassified subsequently to profit or loss: | ||||||||
- Translation differences | (1.0 | ) | 0.8 | |||||
Total other comprehensive gains | (3.8 | ) | 0.2 | |||||
Comprehensive income for the period | 137.2 | 206.0 |
The accompanying notes form an integral part of these financial statements.
3 |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 JUNE 2022
($’M)
Note | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||||
ASSETS | ||||||||||||||
Current assets | ||||||||||||||
Cash and cash equivalents | 338.0 | 357.6 | 429.0 | |||||||||||
Trade and other receivables | 58.3 | 48.2 | 53.4 | |||||||||||
Capitalised contract costs | 12 | 32.7 | 34.1 | 34.2 | ||||||||||
Prepaid expenses | 11.1 | 9.4 | 9.9 | |||||||||||
Tax receivables | 8 | 5.6 | 2.9 | 5.3 | ||||||||||
Other financial assets | 18 | 0.2 | 6.5 | 5.7 | ||||||||||
445.9 | 458.7 | 537.5 | ||||||||||||
Non-current assets | ||||||||||||||
Property, plant and equipment | 13 | 30.6 | 34.6 | 32.4 | ||||||||||
Right-of-use assets | 14 | 44.8 | 51.1 | 48.0 | ||||||||||
Intangible assets | 13 | 136.2 | 115.0 | 122.0 | ||||||||||
Deferred tax asset | 8 | 140.1 | 156.2 | 141.7 | ||||||||||
Other financial assets | 18 | 4.3 | 8.5 | 8.0 | ||||||||||
Capitalised contract costs | 12 | 2.4 | 2.6 | 2.4 | ||||||||||
Prepaid expenses | 0.2 | 0.5 | 0.4 | |||||||||||
Goodwill | 2,300.7 | 1,966.6 | 2,003.6 | |||||||||||
2,659.3 | 2,335.1 | 2,358.5 | ||||||||||||
TOTAL ASSETS | 3,105.2 | 2,793.8 | 2,896.0 | |||||||||||
SHAREHOLDERS’ EQUITY AND LIABILITIES | ||||||||||||||
Current liabilities | ||||||||||||||
Trade and other payables | 84.4 | 61.5 | 79.8 | |||||||||||
Lease liability | 14 | 6.7 | 7.1 | 7.0 | ||||||||||
Provisions | 15 | 27.8 | 21.7 | 26.4 | ||||||||||
Income tax liability | 1.1 | 17.4 | 11.8 | |||||||||||
Deferred revenues | 16 | 481.1 | 470.8 | 468.6 | ||||||||||
Term loan | 17 | 238.7 | 41.9 | 41.0 | ||||||||||
839.8 | 620.4 | 634.6 | ||||||||||||
Non-current liabilities | ||||||||||||||
Lease liability | 14 | 38.9 | 51.4 | 45.5 | ||||||||||
Provisions | 15 | 0.9 | 0.3 | 1.4 | ||||||||||
Deferred revenues | 16 | 36.3 | 37.0 | 35.0 | ||||||||||
Term loan | 17 | 703.5 | 778.1 | 744.9 | ||||||||||
Other non-current liabilities | - | 0.7 | - | |||||||||||
Deferred tax liability | 8 | 9.1 | 0.3 | 0.3 | ||||||||||
788.7 | 867.8 | 827.1 | ||||||||||||
Shareholders’ equity | ||||||||||||||
Share capital | 140.3 | 139.0 | 139.8 | |||||||||||
Share premium, statutory and other reserves | 439.6 | 394.6 | 416.9 | |||||||||||
Translation differences | 1.1 | 4.0 | 2.1 | |||||||||||
Retained earnings | 895.7 | 768.0 | 875.5 | |||||||||||
Equity attributable to equity holders of the parent | 1,476.7 | 1,305.6 | 1,434.3 | |||||||||||
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES | 3,105.2 | 2,793.8 | 2,896.0 |
As described in Note 8, the deferred tax assets and liabilities at 30 June 2021 have been restated to offset deferred tax liabilities of $19.9m at 30 June 2021 against deferred tax assets.
The accompanying notes form an integral part of these financial statements.
4 |
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX-MONTHS ENDED 30 JUNE 2022
($’M)
Share capital | Share premium | Other reserves | Translation differences | Retained earnings | Total equity | |||||||||||||||||||
At 31 December 2020 (Audited) | 138.6 | 87.6 | 287.2 | 3.2 | 678.7 | 1,195.3 | ||||||||||||||||||
Result of the six-months | - | - | - | - | 205.8 | 205.8 | ||||||||||||||||||
Other comprehensive income | - | - | - | 0.8 | (0.6 | ) | 0.2 | |||||||||||||||||
Comprehensive income for the period | - | - | - | 0.8 | 205.2 | 206.0 | ||||||||||||||||||
Other movements | - | - | - | - | (0.4 | ) | (0.4 | ) | ||||||||||||||||
Share-based payments | - | - | 16.2 | - | - | 16.2 | ||||||||||||||||||
Exercise of options | 0.4 | 3.6 | - | - | (0.2 | ) | 3.8 | |||||||||||||||||
Cash dividend | - | - | - | - | (115.3 | ) | (115.3 | ) | ||||||||||||||||
At 30 June 2021 (Unaudited) | 139.0 | 91.2 | 303.4 | 4.0 | 768.0 | 1,305.6 | ||||||||||||||||||
Result of the six-months | - | - | - | - | 142.6 | 142.6 | ||||||||||||||||||
Other comprehensive income | - | - | - | (1.9 | ) | 0.1 | (1.8 | ) | ||||||||||||||||
Comprehensive income for the period | - | - | - | (1.9 | ) | 142.7 | 140.8 | |||||||||||||||||
Other movements | - | - | - | - | - | - | ||||||||||||||||||
Share-based payments | - | - | 29.8 | - | - | 29.8 | ||||||||||||||||||
Share-based payments tax | - | - | - | - | 0.9 | 0.9 | ||||||||||||||||||
Transfer of share-based payments to retained earnings | - | - | (14.1 | ) | - | 14.1 | - | |||||||||||||||||
Exercise of options | 0.8 | 6.6 | - | - | (0.5 | ) | 6.9 | |||||||||||||||||
Cash dividend | - | - | - | - | (49.7 | ) | (49.7 | ) | ||||||||||||||||
At 31 December 2021 (Audited) | 139.8 | 97.8 | 319.1 | 2.1 | 875.5 | 1,434.3 | ||||||||||||||||||
Result of the six-months | - | - | - | - | 141.0 | 141.0 | ||||||||||||||||||
Other comprehensive income | - | - | - | (1.0 | ) | (2.8 | ) | (3.8 | ) | |||||||||||||||
Comprehensive income for the period | - | - | - | (1.0 | ) | 138.2 | 137.2 | |||||||||||||||||
Other movements | - | - | - | - | (0.5 | ) | (0.5 | ) | ||||||||||||||||
Share-based payments | - | - | 18.9 | - | - | 18.9 | ||||||||||||||||||
Share-based payments tax | - | - | - | - | (0.7 | ) | (0.7 | ) | ||||||||||||||||
Exercise of options | 0.5 | 3.8 | - | - | (0.3 | ) | 4.0 | |||||||||||||||||
Cash dividend | - | - | - | - | (116.5 | ) | (116.5 | ) | ||||||||||||||||
At 30 June 2022 (Unaudited) | 140.3 | 101.6 | 338.0 | 1.1 | 895.7 | 1,476.7 |
The accompanying notes form an integral part of these financial statements.
5 |
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX-MONTHS ENDED 30 JUNE 2022
($’M)
Six-months ended | Six-months ended | |||||||||
Note | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | ||||||||
Cash flows from operating activities | ||||||||||
Profit for the financial period | 141.0 | 205.8 | ||||||||
Non-cash adjustments to reconcile profit to net cash flows: | ||||||||||
Income tax | 8 | 32.9 | 63.5 | |||||||
Depreciation | 6 | 8.8 | 10.1 | |||||||
Amortisation | 6 | 15.5 | 12.8 | |||||||
Impairment | - | 1.4 | ||||||||
Gain on disposal of a business operation | 10 | - | (34.2 | ) | ||||||
Movement of provisions and allowances | 15 | 0.6 | (6.8 | ) | ||||||
Interest income | 7 | (0.3 | ) | (0.1 | ) | |||||
Interest expense, changes of fair values of derivatives and other non-cash financial expense | 7 | 15.3 | 13.8 | |||||||
Shares granted to employees | 4 | 20.8 | 16.2 | |||||||
Effect of exchange rate changes on cash and cash equivalents held in foreign currencies | 16.4 | (2.5 | ) | |||||||
Unrealized foreign exchange gains and losses and other non-cash transactions | (33.4 | ) | (12.9 | ) | ||||||
Working capital adjustments: | ||||||||||
Decrease in trade and other receivables and inventories | 5.4 | 11.4 | ||||||||
Increase/(decrease) in trade and other payables | (2.1 | ) | 1.8 | |||||||
Increase in deferred revenues | 13.4 | 11.4 | ||||||||
Income tax paid | (43.7 | ) | (28.6 | ) | ||||||
Net cash flows from operating activities | 190.6 | 263.1 | ||||||||
Cash flows from investing activities | ||||||||||
Acquisition of property and equipment | (2.8 | ) | (1.6 | ) | ||||||
Acquisition of intangible assets | (0.8 | ) | (1.6 | ) | ||||||
Investment in a subsidiary, net of cash acquired | 9 | (318.7 | ) | - | ||||||
Settlement of contingent consideration | - | (0.7 | ) | |||||||
Proceeds from sale of a business operation, net of cash disposed | 10 | 5.0 | 48.4 | |||||||
Interest received | 7 | 0.3 | 0.1 | |||||||
Net cash used in investing activities | (317.0 | ) | 44.6 | |||||||
Cash flows from financing activities | ||||||||||
Dividend paid | 19 | (116.5 | ) | (115.3 | ) | |||||
Exercise of options | 4.0 | 3.8 | ||||||||
Repayments of borrowings | 17 | (20.2 | ) | (10.6 | ) | |||||
Proceeds from borrowings | 17 | 200.0 | 6.6 | |||||||
Transaction costs related to borrowings | 17 | (2.7 | ) | (2.7 | ) | |||||
Interest paid | 17 | (9.0 | ) | (5.6 | ) | |||||
Lease payments interest | 14 | (0.7 | ) | (1.0 | ) | |||||
Lease payments principal | 14 | (3.1 | ) | (3.2 | ) | |||||
Net cash flows from financing activities | 51.8 | (128.0 | ) | |||||||
Net increase/(decrease) in cash and cash equivalents | (74.6 | ) | 179.7 | |||||||
Effect of exchange rate changes on cash and cash equivalents held in foreign currencies | (16.4 | ) | 2.5 | |||||||
Cash and cash equivalents at beginning of period | 429.0 | 175.4 | ||||||||
Cash and cash equivalents at end of period | 338.0 | 357.6 |
As described in the Note 17, the presentation of the term loan has been adjusted within the cash flow from financing activities for the six-months ended 30 June 2021. In addition, $6.3m was reclassified from ‘Unrealized foreign exchange gains and losses and other non-cash transactions’ in operating activities to ‘Proceeds from sale of a business operation, net of cash disposed’ in investing activities for the six-months period ended 30 June 2021 relating to cash disposed as part of sale of business.
The accompanying notes form an integral part of these financial statements.
6 |
1. | General information |
Avast plc, together with its subsidiaries (collectively, ‘Avast’, ‘the Group’ or ‘the Company’), is a leading global cybersecurity provider. Avast plc is domiciled in the United Kingdom and its registered address is 110 High Holborn, London WC1V 6JS. Avast plc’s registered number is 07118170.
The Interim Condensed Financial Statements were approved for issue by the Board of Directors on 8 August 2022 and have been reviewed but not audited.
These Interim Condensed Financial Statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006.
The financial information in respect of the financial year ended 31 December 2021 has been extracted from the audited financial statements for that financial year that have been delivered to the registrar and on which the auditors gave an unqualified audit opinion which did not include an emphasis of matter reference or a statement under sections 498(2) or (3) of Companies Act 2006.
2. | Basis of preparation and changes to the accounting policies |
2.1 | Basis of preparation |
The Interim Condensed Financial Statements for the six-months ended 30 June 2022 have been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting and the Disclosure and Transparency Rules of the Financial Conduct Authority. The Interim Condensed Financial Statements should be read in conjunction with the Annual Report and Consolidated financial statements for the year ended 31 December 2021, which have been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IFRS).
The Group uses the direct method of consolidation, under which the Interim Condensed Financial Statements are translated directly into the presentation currency of the Group, the US Dollar (‘USD’). The consolidation of a subsidiary begins when the Group obtains control over the subsidiary and continues to be consolidated until the date when such control ceases. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full on consolidation.
Going Concern
On 10 August 2021, the Boards of NortonLifeLock, Inc. (“Norton”) and the Company reached agreement on the terms of a recommended merger of the Company with Norton, in the form of a recommended offer by Nitro Bidco Limited, a wholly owned subsidiary of Norton, for the entire issued and to be issued ordinary share capital of the Company (the “Merger”).The directors have considered that the proposed Merger represents the most significant event impacting the company in the period to 31 December 2023 (‘the going concern period’). In forming their view on the going concern of the Group, the Directors have considered two scenarios, being where the proposed Merger does not proceed and the Group continues to operate as in prior years (‘Standalone Scenario’) and the scenario where the proposed Merger proceeds as expected (‘Combined Company Scenario’).
Standalone Scenario
The directors have reviewed management’s detailed going concern review including cash flow forecasts and consider that the Group has adequate resources to continue business during the going concern period. In preparing these forecasts, the directors have considered the impact of recent acquisitions, customer churn and the macro-economic environment including the impact of inflation.
7 |
Group’s financial covenants
The Group’s Term Loan Credit Agreement includes a single financial covenant that is triggered at any time when $35 million or more is outstanding under the revolving credit agreement for a period ending on June 30 or December 31. The Group must maintain, on a consolidated basis, a leverage ratio (set as a ratio of Consolidated First Lien Net Debt to Consolidated EBITDA) less than 6.5x when $35m or more is outstanding. This covenant is tested quarterly at such time as it is in effect. The Total Net First Lien Leverage Ratio remains materially lower than 6.5x during the period under review. The ratio was 1.2x at 30 June 2022 and there is no reason to believe that the Group would have any material risk against the ceiling of 6.5x. As of 30 June 2022, $40 million committed was undrawn under the revolving credit facility.
Reverse stress testing
To make the going concern assessment, the Directors have reviewed the latest budget and forecast through 31 December 2023, including the projected cash flows, covenant requirements and other relevant information. The cash flow projections have been subject to reverse stress testing, which assessed the potential impact of an extreme scenario in which the billings from Desktop part of Consumer Direct segment would decline without any mitigating action taken by management. The Group would run out of available cash only if Consumer Direct desktop billings declined more than 50% YoY in the period through 31 December 2023 without any mitigating action by management.
Our business remains resilient because:
- | Cash collection is strong and bad debt risk is limited as clients typically pay for services up front |
- | At the end of H1 2022 the Group has $378m of available liquidity including $40m available revolving credit facility not drawn, therefore the Group has sufficient funds to allow it to operate even in the event of pessimistic scenarios |
- | Flexible cost base – the majority of the Group’s costs are discretionary in nature (personnel costs, marketing & paid search costs and sales commissions account for 75% of total costs) |
- | Our deferred revenue balance is stable (IFRS deferred revenue at $517m at HY 2022, up +2.7% vs YE 2021, of which $481m to unwind into revenue in next 12 months, Adjusted deferred revenue balance at $546m) supporting attractive future revenue growth and good future revenue visibility |
The Directors continue to carefully monitor the impact of the military conflict in Ukraine, impact of macroeconomic climate including inflation and increasing interest rates and Covid-19 pandemic on the operations of the Group and have a range of possible mitigation actions, which could be implemented in the event of a downturn of the business.
Combined Company Scenario
The directors have specifically considered the impact of the proposed Merger on their going concern conclusion. The directors were engaged with Norton through the process of recommending the proposed Merger and agree there is a sound strategic rationale for the merger to proceed. In assessing whether the Group will continue to be a going concern in this scenario, the directors have specifically considered the following key factors:
- | The proposed Merger is expected to be complementary to both parties, with Avast benefitting from Norton’s scale, strength in identity and broad-based adoption of its Norton 360 platform. In addition, the directors noted that the Combined Company expects to have a dual Headquarters with one in Prague, Czech Republic. |
- | The Quantified Financial Benefits Statement and opinions received from various advisors during the merger and have an expectation for the merger to be accretive to standalone Avast’s planned performance. |
8 |
- | With the exception of the $200m short term loan maturing March 2023, Avast’s debt facilities do not have a change of control clause which would be triggered in the event of the proposed Merger completing. |
- | The proposed Merger is expected to be primarily debt financed, with the Combined Company having over $8 billion of debt, disclosed publicly and secured with lenders. The directors are satisfied that the majority of this debt is long term with most repayments due in 2027 and subsequent years. The directors also note that as at 31 December 2021 Norton had a cash balance of $1.8 billion and there is a $1.5 billion undrawn revolving credit facility (‘RCF’) available to the Combined Company in the event of a liquidity shortfall. As at 2 April 2022, Norton had a cash balance of $1.9 billion. |
- | The covenant identified in relation to the Term Loans. The directors and management have made reasonable inquiries of Norton to understand whether there are risks in relation to available covenant headroom. The directors have reviewed public filings made by Norton including results for the quarter ended 2 April 2022 and are satisfied that the covenant risk is sufficiently low. |
- | The directors have considered the risk of a delay in synergies materialising and noted these to not impact their conclusion of going concern. |
On the basis of the above considerations in both Standalone and Combined Company scenarios, the Directors have a reasonable expectation that the Group will have adequate resources to continue in business for the period to 31 December 2023 and therefore continue to adopt the going concern basis in preparing the financial statements.
Impact of military conflict in Ukraine
Avast’s initial response to the invasion of Ukraine by Russia has been a necessarily humanitarian one focused on our employees based in both countries, and those from either countries but based currently elsewhere and who may or may have loved ones in their home market. A special Crisis Tiger team was created immediately after the invasion to ensure a rapid and unified response across the Company.
As of 10 March, Avast suspended activities in Russia and Belarus and bolstered offerings in Ukraine. Trading sanctions have been applied to two regions in Ukraine (Donetsk and Luhansk) and we have correspondingly withdrawn our business. We are monitoring for further restrictions on an ongoing basis as the situation remains very unstable.
The impact on the sustainability of the company’s operations is not material as total Billings in Russia represented only 1% of total Billings in 2021, while Belarus was negligible. We also do not expect any material negative impact arising from volatility of RUB due to our very limited operations in Russia. The special crisis team continues to monitor the situation to develop an immediate response in case of deterioration of the situation.
2.2 | New standards, interpretations and amendments adopted by the Group |
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended 31 December 2021, except for the adoption of new standards effective as of 1 January 2022. There were no new standards issued since 1 January 2022 that would have impacted the consolidated financial statements. The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.
Several amendments and interpretations apply for the first time in 2022, but do not have an impact on the interim condensed consolidated financial statements of the Group.
9 |
Amendment to IFRS 3 Business Combinations
The amendments add an exception to the recognition principle of IFRS 3 to avoid the issue of potential ‘day 2’ gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. The exception requires entities to apply the criteria in IAS 37 or IFRIC 21, respectively, instead of the Conceptual Framework, to determine whether a present obligation exists at the acquisition date. No significant impact from the implementation of this standard is expected by the Group.
Proceeds before Intended Use - Amendment to IAS 16 Property, Plant and Equipment
The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment (PP&E), any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items, in profit or loss. No significant impact from the implementation of this standard is expected by the Group.
Onerous Contracts - Costs of Fulfilling a Contract - Amendments to IAS 37
The amendments apply a ‘directly related cost approach’. The costs that relate directly to a contract to provide goods or services include both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract as well as costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. The Group has reviewed the costs in the onerous contract provision and concluded that the costs relate mostly to the unavoidable costs of maintenance of data servers necessary to remain in operating condition due to an on-going regulatory investigation (Note 15).
3. | Segment information and other disclosures |
For management reporting purposes, two operating segments of Consumer and Small and Medium-sized business (‘SMB’) have been identified based on the nature of the business and how the business is managed.
Billings is one of the important metrics used to evaluate and manage operating segments. Billings represent the full value of products and services being delivered under subscription and other agreements and include sales to new end customers plus renewals and additional sales to existing end customers. Under the subscription model, end customers pay the Group for the entire amount of the subscription in cash upfront upon initial delivery of the applicable products. The invoicing timing may slightly vary through the year with immaterial impact, as part of our usual renewal offers testing. Although the cash is paid up front, under IFRS, subscription revenue is deferred and recognised ratably over the life of the subscription agreement, whereas non-subscription revenue is typically recognised immediately.
The Group evaluates the performance of its segments based primarily on billings, revenue and operating profit. Billings is not defined or recognised under IFRS and considered as a non-IFRS financial measure used to evaluate current business performance.
Certain costs that are not directly applicable to the segments are identified as corporate overhead costs and represent general corporate costs that are applicable to the consolidated group. In addition, costs relating to share-based payments and exceptional items are not allocated to the segments since these costs are not directly applicable to the segments, and therefore not included in the evaluation of performance of the segments.
10 |
The following tables present summarised information by segment:
Six-months ended 30 June 2022 (Unaudited) ($’m) | Consumer | SMB | Total | |||||||||
Billings | 458.5 | 25.2 | 483.7 | |||||||||
Deferral of revenue | (13.4 | ) | - | (13.4 | ) | |||||||
Revenues | 445.1 | 25.2 | 470.3 | |||||||||
Deferred revenue haircut reversal | 1.7 | - | 1.7 | |||||||||
Segment revenue | 446.8 | 25.2 | 472.0 | |||||||||
Segment cost of revenues | (44.0 | ) | (2.1 | ) | (46.1 | ) | ||||||
Segment sales and marketing costs | (57.0 | ) | (10.0 | ) | (67.0 | ) | ||||||
Segment research and development costs | (15.4 | ) | (1.9 | ) | (17.3 | ) | ||||||
Segment general and administrative costs | (0.8 | ) | (0.1 | ) | (0.9 | ) | ||||||
Total segment operating profit | 329.6 | 11.1 | 340.7 | |||||||||
Corporate overhead | (90.9 | ) | ||||||||||
Depreciation and amortisation | (24.3 | ) | ||||||||||
Exceptional items | (29.3 | ) | ||||||||||
Deferred revenue haircut reversal | (1.7 | ) | ||||||||||
Share-based payments | (20.8 | ) | ||||||||||
Employer’s taxes on share-based payments | (1.1 | ) | ||||||||||
Consolidated operating profit | 172.6 |
Six-months ended 30 June 2021 (Unaudited) ($’m) | Consumer | SMB | Total | |||||||||
Billings | 456.3 | 26.4 | 482.7 | |||||||||
Deferral of revenue | (10.9 | ) | (0.5 | ) | (11.4 | ) | ||||||
Segment revenue | 445.4 | 25.9 | 471.3 | |||||||||
Segment cost of revenues | (43.1 | ) | (2.2 | ) | (45.3 | ) | ||||||
Segment sales and marketing costs | (49.8 | ) | (8.4 | ) | (58.2 | ) | ||||||
Segment research and development costs | (21.1 | ) | (1.6 | ) | (22.7 | ) | ||||||
Segment general and administrative costs | (1.4 | ) | (0.3 | ) | (1.7 | ) | ||||||
Total segment operating profit | 330.0 | 13.4 | 343.4 | |||||||||
Corporate overhead | (73.2 | ) | ||||||||||
Depreciation and amortisation | (22.9 | ) | ||||||||||
Exceptional items | (4.0 | ) | ||||||||||
Share-based payments | (16.2 | ) | ||||||||||
Employer’s taxes on share-based payments | (0.4 | ) | ||||||||||
Consolidated operating profit | 226.7 |
Corporate overhead costs primarily include the costs of the Group’s IT, HR, Finance and central marketing functions and legal and rent costs, which are not allocated to the individual segments.
The following table presents depreciation and amortisation by segment:
($’m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Consumer | 11.2 | 12.1 | ||||||
SMB | - | 0.1 | ||||||
Corporate overhead | 13.1 | 10.7 | ||||||
Total depreciation and amortisation | 24.3 | 22.9 |
11 |
The following table presents further disaggregation of revenue:
($’m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Consumer Direct | 407.1 | 401.6 | ||||||
Consumer Indirect | 37.2 | 42.5 | ||||||
SMB | 25.3 | 25.9 | ||||||
Consumer Other | 0.7 | 1.3 | ||||||
Total | 470.3 | 471.3 |
The following table presents revenue attributed to countries based on the location of the customer:
Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | |||||||||||||||
($’m) | (in %) | ($’m) | (in %) | |||||||||||||
United States | 171.6 | 36.5 | % | 176.0 | 37.3 | % | ||||||||||
United Kingdom | 45.6 | 9.7 | % | 44.7 | 9.5 | % | ||||||||||
France | 35.1 | 7.5 | % | 36.8 | 7.8 | % | ||||||||||
Germany | 34.6 | 7.3 | % | 33.4 | 7.1 | % | ||||||||||
Other countries* | 183.4 | 39.0 | % | 180.4 | 38.3 | % | ||||||||||
Total | 470.3 | 100 | % | 471.3 | 100 | % |
*No individual country represented more than 5% of the respective totals.
Revenues from relationships with certain third parties exceeding 10% of the Group’s total revenues were as follows:
($’m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Revenues realised through online resellers: | ||||||||
Digital River | 358.4 | 351.1 |
4. | Share-based payments |
The total expense that mostly relates to the equity-settled share-based payment transactions during the period is as follows:
($ ‘m) | Six months ended 30 June 2022 (Unaudited) | Six months ended 30 June 2021 (Unaudited) | ||||||
Avast Option Plan | - | 0.1 | ||||||
Long Term Incentive Plan (“LTIP”) | 20.3 | 16.2 | ||||||
Share Matching Plan (“SMP”) | 0.5 | (0.1 | ) | |||||
Total share-based payment expense | 20.8 | 16.2 |
The Group also recognised additional $1.0m (H1 2021: $0.4m) of employer’s costs related to the share-based payments exercise included in operating costs. Total costs related to share-based payments adjusted out of the adjusted operating profit amounted to $21.8m (H1 2021: $16.6m).
The share-based payment charge reflects new information received through change in estimation of the merger date from April 2022 to September 2022.
12 |
The Group has made awards under its share-based payments plans with a weighted average share price (‘WASP’) on the grant date as follows:
($ ‘m) | Six-months ended 30 June 2022 Number (Unaudited) | Six-months ended 30 June 2022 WASP (£ pence) (Unaudited) | Six-months ended 30 June 2021 Number (Unaudited) | Six-months ended 30 June 2021 WASP (£ pence) (Unaudited) | |||||||||||||
RSU | 278,906 | 612.0 | 5,897,350 | 521.1 | |||||||||||||
PSU | - | - | 965,053 | 483.4 | |||||||||||||
Total | 278,906 | 612.0 | 6,862,403 | 515.8 |
5. | Exceptional items |
The following table presents the exceptional items by activities:
($’m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Exceptional items in operating profit | (29.3 | ) | (4.0 | ) | ||||
Net gain on disposal of business operation | - | 34.2 |
Exceptional items in operating profit
During the six-months ended 30 June 2022, the Group incurred legal and professional costs of $3.6m in relation to the acquisition of SecureKey (see Note 9) and $13.0m of personnel, legal and consultancy costs related to the proposed Merger. Personnel costs related to the proposed Merger of $6.0m comprise primarily retention bonuses, which are accrued over the retention period. The remaining $12.6m of exceptional items relates to legal fees and the change in provisions related to regulatory investigation relating to Jumpshot (see Note 15). The tax benefit from these exceptional items amounted to $1.6m.
All exceptional items described above were included in operating cash flows, apart from $16.8m, which were not paid before the end of June 2022 and therefore included in liabilities and provisions. Out of exceptional costs included in liabilities and provisions at the end of FY 2021, $5.5m were paid during H1 2022.
During the six-months ended 30 June 2021, the Group incurred legal and professional costs of $3.2m in relation to the disposal of business operation (described further below and in the Note 10). These transaction costs are included in the cash flow from investing activities. In addition, the Group has also recorded exceptional non-cash impairment costs of $0.8m, which resulted from this disposal (see Note 14). The tax benefit from these exceptional items amounted to $1.0m.
Net gain on disposal of a business operation
On 16 April 2021, the Group sold a portfolio of mobile parental controls services including location features, content filtering and screen time management to Smith Micro Software Inc. (“Smith Micro”). The Group recognised a gain of $34.2m as an exceptional item for the period ended 30 June 2021. Subsequently, due to the remeasurement of the disposal proceeds, the Group recognized a gain of $47m for the period ended 31 December 2021 (Note 10). Proceeds from this transaction, net of cash sold, have been included in cash flows from investing activities. The tax impact of the net gain on disposal of a business operation was $13.7m for the period ended 30 June 2021 and $16.7m for the period ended 31 December 2021. Majority of the gain is taxable in the USA and will be offset against tax loss carryforward (Note 8), thus does not significantly impact income tax paid.
All exceptional items incurred during the six-months ended 30 June 2022 and 2021 relate to the Consumer segment.
13 |
6. | Depreciation and amortisation |
Amortisation by function:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Cost of revenues | 13.8 | 11.7 | ||||||
Total amortisation of acquisition intangible assets | 13.8 | 11.7 | ||||||
Cost of revenues | 0.4 | 0.2 | ||||||
Sales and marketing | 0.3 | 0.2 | ||||||
Research and development | 0.2 | 0.2 | ||||||
General and administration | 0.8 | 0.5 | ||||||
Total amortisation of non-acquisition intangible assets | 1.7 | 1.1 | ||||||
Total amortisation | 15.5 | 12.8 |
Depreciation by function:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Cost of revenues | 4.0 | 4.9 | ||||||
Research and development | 0.2 | 0.1 | ||||||
General and administration* | 4.6 | 5.1 | ||||||
Total depreciation | 8.8 | 10.1 |
*$3.3 million (H1 2021: $3.5 million) is attributable to the depreciation of right-of-use assets (see Note 14)
Tangible and intangible assets are allocated to each department of the Group. The depreciation and amortisation of these assets is reported as part of operating costs and cost of revenues.
7. | Finance income and expenses |
Interest income:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Interest on bank deposits | 0.3 | 0.1 | ||||||
Total finance income | 0.3 | 0.1 |
Interest expense:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Term loan interest expense | (14.6 | ) | (13.3 | ) | ||||
Lease interest expense | (0.7 | ) | (1.0 | ) | ||||
Total interest expense | (15.3 | ) | (14.3 | ) |
14 |
Other finance income and expense (net):
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Changes of fair values of derivatives | - | 0.4 | ||||||
Revolving loan - commitment fee and other fees | - | (0.2 | ) | |||||
Foreign currency gains and losses, net | (10.0 | ) | 6.3 | |||||
Unrealised foreign exchange gains and losses on borrowings, net | 26.7 | 15.8 | ||||||
Other financial expense and income (net) | (0.4 | ) | 0.3 | |||||
Total other finance income and expense (net) | 16.3 | 22.6 |
8. | Income tax |
In the Consolidated statement of financial position, the corporate income tax receivable of $4.1m ($0.3m as at 30 June 2021 and $1.9m as at 31 December 2021) is part of the caption tax receivables.
The major components of the income tax in the consolidated statement of comprehensive income are:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Current income tax | (30.2 | ) | (45.1 | ) | ||||
Deferred tax | (2.7 | ) | (18.4 | ) | ||||
Total income tax | (32.9 | ) | (63.5 | ) |
Income tax expense is recognised based on the Group’s estimate of the weighted average annual effective income tax rate expected for the full financial year, adjusted for the tax effect of certain items recognised in full in the interim period. The estimated average annual effective income tax rate used for the six-months ended 30 June 2022 is 19%, compared to 18% for the six-months ended 30 June 2021.
The reconciliation of income tax benefit applicable to accounting profit before income tax at the statutory income tax rate to income tax expenses at the Group’s effective income tax rate is as follows:
($ ‘m) | Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | ||||||
Profit before tax | 173.9 | 269.3 | ||||||
Group effective income tax rate (20%* in 2022 and 2021) | (34.8 | ) | (53.9 | ) | ||||
Recurring adjustments | ||||||||
Non-deductible expenses | (3.9 | ) | (1.0 | ) | ||||
Share-based payments | (3.0 | ) | (2.3 | ) | ||||
FX effect on Intercompany loans | 3.1 | 0.9 | ||||||
Non recurring adjustments | ||||||||
Current year deferred tax assets not recognised | (0.9 | ) | (0.2 | ) | ||||
Effect of changes in tax rates on deferred taxes | 0.2 | 0.3 | ||||||
Taxable gain on Family Safety Mobile business disposal | - | (6.8 | ) | |||||
Recognition of previously unrecognised deferred tax assets | 3.7 | 5.5 | ||||||
Derecognition of deferred tax assets | - | (6.7 | ) | |||||
Remaining impact of tax rate variance and other effects | 2.7 | 0.7 | ||||||
Total income tax | (32.9 | ) | (63.5 | ) |
*Estimated as a Group’s blended rate across the jurisdictions where the Group operates.
15
As of 30 June 2022, the Group recognised a deferred tax liability of $9.1m ($0.3m as of 30 June 2021 and $0.3m as of 31 December 2021) which relates mainly to taxable differences recognized during purchase price allocations in the current period.
As of 30 June 2022, the Group recognised a deferred tax asset of $140.1m ($156.2m as of 30 June 2021 and $141.7m as of 31 December 2021) of which the major part relates to deductible temporary differences in the Czech Republic in the amount of $92.7m as at 30 June 2022 ($102.6m as at 30 June 2021, $96.3m as at 31 December 2021) and carry forward of unused tax losses and other temporary differences in the United States in the amount of $37.4m as at 30 June 2022 ($44.8m as at 30 June 2021, $35.8m as at 31 December 2021).
Following the transactions of IP transfer in 2018, the major part of deductible temporary differences in the Czech Republic relates to the transfer of the former Dutch AVG business from Avast BV to Avast Software s.r.o. The temporary difference is amortised and deducted from the tax base of Avast Software s.r.o. registered in the Czech Republic linearly over 15 years.
In the 2021 consolidated financial statements, the Group changed the presentation in the Consolidated Statement of Financial Position of the deferred tax liability related to Group purchase price allocations in the amount of $21.7m at 31 December to offset this amount against the recognised deferred tax assets. This balance relates principally to taxable entities in the Czech, UK and US jurisdictions for which significant deferred tax assets are recognised. As required by IAS12 ‘Income Taxes’, deferred tax liabilities are offset against deferred tax assets in the Consolidated Statement of Financial Position where there is a legally enforceable right to set off current tax assets and current tax liabilities, and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on the same taxable entity or different taxable entities which intend to either settle current tax liabilities and assets on a net basis or to realise the assets and settle the liabilities simultaneously in future periods. The comparative information for 30 June 2021 were adjusted accordingly to offset deferred tax liabilities in the amount of $19.9m against the recognised deferred tax assets. There is no impact on profit or earnings per share of this adjustment.
Based on expectations of future profitability, management expects to recover the deferred tax asset in the United States over an approximately 31-year period. Tax losses in the United States can be carried forward for an indefinite period of time.
The deferred tax asset related to carryforward of unused tax loss, tax credits and other temporary differences in the United States is recoverable based on the current business model and the group structure of Avast. The potential impacts of the proposed Merger on the recoverability of this deferred tax asset have not been analysed yet. It is uncertain if the tax loss carryforward can be utilised in full amount after the proposed Merger and (potential) changes in the group and tax structure.
The temporary differences associated with investments in the Group’s subsidiaries, for which a deferred tax liability has not been recognised in the period presented, aggregate to $21.5m as at 30 June 2022 ($59.5m as at 30 June 2021 and $56.5m as at 31 December 2021). The differences related to undistributed reserves of the US subsidiaries, which would be subject to withholding taxes if distributed. The Group has determined that the undistributed profits of its subsidiaries will not be distributed in the foreseeable future.
The (gross) deductible temporary differences for which a deferred tax asset has not been recognised in the period presented, aggregate to $278.2m as at 30 June 2022 ($209.1m as at 30 June 2021 and $201.8m as at 31 December 2021). The temporary differences mainly include tax loss carry forward of SecureKey and Jumpshot. The Group expects further losses of SecureKey that cannot be offset against future taxable profits in the foreseeable future.
16
9. | Business combinations |
Acquisition of SecureKey Technologies Inc. (“SecureKey”)
On 24 March 2022, Avast Group announced that it would acquire SecureKey Technologies, a global provider of digital identity and authentication solutions headquartered in Canada. SecureKey’s next generation privacy-enhancing services are focused on simplifying access to online services while giving control back to consumers by ensuring the information they share with others is only ever with their explicit consent. SecureKey is highly complementary to Avast’s prior work in Identity and the reason for the acquisition was therefore to take Avast’s digital identity offer to the next level, accelerating innovation and working to establish a user-focused, global approach that aligns user, business, and government propositions.
The transaction closed on 1 April 2022 which is considered the acquisition date. The transaction represents a business combination with Avast Software B.V. being the acquirer. The fair value of the consideration at the acquisition date was determined by the Group to be $325.9 million for 100% ownership. The consideration given was paid in cash.
The fair value of assets acquired and liabilities incurred on the acquisition date was determined on a provisional basis. This will be finalised within the 12 month measurement period for the annual accounts when full information necessary to determine, amongst other things, the valuation of the intangible assets, related deferred tax and allocation of goodwill (including foreign currency denomination) has been received.
($’m) | Fair value recognised on 1 April 2022 | |||
Current assets | ||||
Cash and cash equivalents | 7.2 | |||
Trade and other receivables | 6.0 | |||
Prepaid expenses | 0.6 | |||
Tax receivables | 0.2 | |||
14.0 | ||||
Non-current assets | ||||
Property, plant & equipment | 1.3 | |||
Right-of-use assets | 0.6 | |||
Intangible assets | 30.0 | |||
Prepaid expenses | 0.1 | |||
32.0 | ||||
TOTAL ASSETS | 46.0 | |||
Current liabilities | ||||
Trade and other payables | 6.7 | |||
Lease liability | 0.2 | |||
Provisions | 0.1 | |||
7.0 | ||||
Non-current liabilities | ||||
Lease liability | 0.6 | |||
Deferred tax liability | 8.0 | |||
8.6 | ||||
TOTAL LIABILITIES | 15.6 | |||
Net assets acquired | 30.4 | |||
Consideration paid | 325.9 | |||
Goodwill | 295.5 |
17
The business combination resulted in the recognition of goodwill of $295.5m, which is allocated to the Consumer CGU and is tested for impairment at least annually. The goodwill comprises the workforce and the value of expected synergies arising from the acquisition. The carrying value of goodwill is not expected to be tax deductible.
Reconciliation of the goodwill at the beginning and end of the reporting period is presented below:
($’m) | Goodwill | |||
At 1 January 2022 | 2,003.6 | |||
Business combination - Acquisition of SecureKey | 295.5 | |||
Other | 1.6 | |||
At 30 June 2022 | 2,300.7 |
Determination of the fair value of acquired assets and liabilities comprised of:
• | Current assets – the fair value of all current assets of the acquiree has been determined to correspond to their carrying values; |
• | Intangible assets – the business combination resulted in the recognition of intangible assets. The fair value of each of the assets was determined by an independent external valuer using cash flows, margins and discount rates inherent to each asset. See Note 13 for further details; |
• | Deferred revenues – due to negligible incremental costs resulting from the obligation to provide support and maintenance services in the future, the fair value of deferred revenues was revalued to zero; |
• | Trade payables – there was no significant difference between the carrying and fair value of the other liabilities as of the acquisition date; |
• | A deferred tax liability of $8.0m was recognised in respect of the above intangible assets. |
Analysis of cash flow on acquisition:
($’m) | ||||
Cash consideration | (325.9 | ) | ||
Net cash acquired with the business (included in cash flow from investing activities) | 7.2 | |||
Net cash flow on acquisition | (318.7 | ) |
The Group incurred acquisition-related transaction costs of $3.6m which were recorded as General and administrative expenses in the Consolidated Statement of Profit and Loss and treated as exceptional items.
From the date of acquisition, SecureKey has contributed $4.3m of revenue and a loss of $3.8m to the net profit of the Group. If the business combination had occurred at the beginning of the reporting period (1 January 2022), the revenues of the Group would have been $474.3m and the contribution of SecureKey would have been $8.3m. The profit of the Group would have been $135.0m and the contribution of SecureKey would have been a loss of $9.8m.
10. | Disposal of a business operation |
There were no disposals of business operation in 2022.
Disposal of Family Safety mobile business
On 8 March 2021, Avast Group announced that it would sell a portfolio of mobile parental controls services including location features, content filtering and screen time management to Smith Micro Software Inc. (“Smith Micro”). The transaction consisted of the sale of 100% of the shares of in Location Labs, owned by AVG Technologies USA, LLC, containing patents and part of contractual relationships, sale of intellectual property (“IP”) owned by Avast Software s.r.o. and sale of other assets of Avast Software Inc, Avast Slovakia, s.r.o., and Privax d.o.o.
18
The transaction closed on 16 April 2021 which is considered the disposal date.
The total selling price for the transactions was $85.8m and comprised the following components:
• | Cash of $57.9m was received on the disposal date; |
• | Escrow amount of $5m was withheld in escrow for a 12-month period to satisfy any potential indemnity claims against the Group under the applicable share and asset purchase agreement entered into between the parties. As of 30 June 2022, this amount was received; |
• | Receivable of $0.5m. As of 31 December 2021, this amount was received; |
• | 1.5m shares of common stock of Smith Micro with the fair value of $8.4m on the disposal date; |
• | Earn-out of $1.2m was estimated at the time of disposal as it was assessed there was a low probability the conditions would be met. Conditions related to the renewal of customer’s agreement which however was secured under the new ownership of Location Lab subsequent to the disposal. As of 31 December 2021, Avast received $14.0m as the earn-out conditions were met. |
The carrying amounts of assets and liabilities as of the date of sale were as follows:
($’m) | 16 April 2021 | |||
Cash and cash equivalents | 6.3 | |||
Trade and other receivables | 6.2 | |||
Prepaid expenses | 0.5 | |||
Current assets | 13.0 | |||
Property, plant & equipment | 0.9 | |||
Intangible assets | 0.2 | |||
Non-current assets | 1.1 | |||
Total assets | 14.1 | |||
Trade and other payables | 1.0 | |||
Deferred revenues | 0.2 | |||
Other current liabilities | 0.1 | |||
Total current liabilities | 1.3 | |||
Net assets | 12.8 |
Since the sold business concerns part of Consumer cash-generating unit (CGU), the amount of goodwill derecognised was determined on the basis of the relative value of the part divested compared to the value of Consumer CGU after the disposal. When determining the value in use of Consumer CGU, the Group used a discounted cash flow model taking into consideration the latest forecast approved by the management. The Group has determined that the appropriate amount of goodwill disposed of is $24.7m which was part of the Consumer CGU.
The resulting gain on disposal of a business operation is shown in the table below:
($’m) | 16 April 2021 | |||
Total disposal consideration | 85.8 | |||
Carrying amount of net assets sold | (12.8 | ) | ||
Gain on disposal of a business operation | 73.0 | |||
Other adjustments: | ||||
Goodwill write-off | (24.7 | ) | ||
Intangible assets write-off (Note 13) | (1.3 | ) | ||
Net gain on disposal of a business operation | 47.0 |
19
Analysis of cash flows on disposal:
($’m) | Six-months
ended 30 June 2022 (Unaudited) | Six-months
ended 30 June 2021 (Unaudited) | Year-ended
31 December 2021 (Audited) | |||||||||
Cash received | 5.0 | 57.9 | 57.9 | |||||||||
Net cash sold of the business (included in cash flow from investing activities) | - | (6.3 | ) | (6.3 | ) | |||||||
Transaction costs paid | - | (3.2 | ) | (3.2 | ) | |||||||
Earn-out received | - | - | 14.0 | |||||||||
Net cash flow on disposal for the period ended | 5.0 | 48.4 | 62.4 |
Transaction costs of $3.2m have been expensed and are included in general and administrative expenses in the Consolidated Statement of Profit and Loss and are part of investing cash flows in the Consolidated Statement of Cash Flows. These costs have been treated as exceptional.
11. | Earnings per share |
Basic earnings per share amounts are calculated by dividing the net profit for the period attributable to equity holders of the Group by the weighted average number of shares of ordinary shares outstanding during the year.
Diluted earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period plus weighted average number of shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares.
Adjusted EPS is calculated by dividing the adjusted net profit for the period attributable to equity holders by the weighted average number of ordinary shares outstanding during the period.
The following reflects the income and share data used in calculating EPS:
Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | |||||||
Net profit attributable to equity holders ($ ‘m) | 141.0 | 205.8 | ||||||
Basic weighted average number of shares | 1,040,266,207 | 1,029,369,137 | ||||||
Effect of stock options and restricted stock units | 7,373,632 | 10,860,023 | ||||||
Total number of shares used in computing dilutive earnings per share | 1,047,639,839 | 1,040,229,160 | ||||||
Basic earnings per share ($/share) | 0.14 | 0.20 | ||||||
Diluted earnings per share ($/share) | 0.13 | 0.20 |
20
Adjusted earnings per share measures:
Six-months ended 30 June 2022 (Unaudited) | Six-months ended 30 June 2021 (Unaudited) | |||||||
Net profit attributable to equity holders ($ ‘m) | 141.0 | 205.8 | ||||||
Deferred revenue haircut reversal | 1.7 | - | ||||||
Share-based payments (including employer’s costs) | 21.8 | 16.6 | ||||||
Exceptional items | 29.3 | 4.0 | ||||||
Amortisation of acquisition intangible assets | 13.8 | 11.7 | ||||||
Net gain on disposal of business operation | - | (34.2 | ) | |||||
Unrealised FX gain/loss on EUR tranche of bank loan | (26.7 | ) | (15.8 | ) | ||||
Tax impact of IP transfer | 3.1 | 3.1 | ||||||
Tax impact from foreign exchange difference on intercompany loans | (3.1 | ) | (0.9 | ) | ||||
Tax impact on disposal of business operation | - | 12.7 | ||||||
Tax impact on adjusted items | (3.0 | ) | 2.6 | |||||
Adjusted net profit attributable to equity holders ($ ‘m) | 178.0 | 205.8 | ||||||
Basic weighted average number of shares | 1,040,266,207 | 1,029,369,137 | ||||||
Diluted weighted average number of shares | 1,047,639,838 | 1,040,229,160 | ||||||
Adjusted Basic earnings per share ($/share) | 0.17 | 0.20 | ||||||
Adjusted Diluted earnings per share ($/share) | 0.17 | 0.20 |
Management regards the above adjustments necessary to give a fair picture of the adjusted results of the Group for the period.
12. | Capitalised contract costs |
($’m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
Capitalised contract costs at 1 January | 36.6 | 37.8 | 37.8 | |||||||||
Additions | 30.8 | 32.5 | 65.6 | |||||||||
Sales commissions and fees | 29.6 | 30.5 | 61.7 | |||||||||
Licence fees | 1.2 | 2.0 | 3.9 | |||||||||
Amortisation | (32.3 | ) | (33.6 | ) | (66.8 | ) | ||||||
Sales commissions and fees | (30.5 | ) | (31.2 | ) | (62.2 | ) | ||||||
Licence fees | (1.8 | ) | (2.4 | ) | (4.6 | ) | ||||||
Capitalised contract costs at end of period | 35.1 | 36.7 | 36.6 | |||||||||
Total current | 32.7 | 34.1 | 34.2 | |||||||||
Total non-current | 2.4 | 2.6 | 2.4 |
Capitalised contract costs include commissions, fees and third-party licence costs related to the subscription software licences that are amortised on a straight-line basis over the licence period, consistent with the pattern of recognition of the associated revenue. Capitalised contract costs are reviewed for impairment annually. All costs are expected to be recovered.
13. | Non-current assets |
Intangible assets
As part of the SecureKey business combination (see Note 9), the Group recognized significant intangible assets as of the acquisition date of 1 April 2022. These assets consist of core technology of $26.3m which represents the main code or algorithm of the identification technology in use and application technology of $3.7m which is built on top of the core technology. The fair value of the technology was determined by an independent external valuer. The useful economic life of core and application technology were determined to be 7 and 5 years, respectively.
21
The amortisation expense of total intangible assets was $15.5m and $12.8m for the six-months ended 30 June 2022 and 2021, respectively.
The Group has tested the goodwill, trademarks, domains and intangibles with an indefinite useful life for impairment as at 31 December 2021. As at 30 June 2022, the Group had not identified any indicators of impairment. The key assumptions used to determine the recoverable amount were disclosed in the annual consolidated financial statements for the period ended 31 December 2021.
Property, plant and equipment
As part of the SecureKey business combination (see Note 9), the Group recognized tangible assets of $1.3m as of the acquisition date of 1 April 2022. The fair value was determined to correspond to the book value.
The depreciation expense of total property, plant and equipment was $5.5m and $6.6m for the six-months ended 30 June 2022 and 2021, respectively.
In relation to the sale of the business operation in 2021, the Group sold $0.9m of property, plant and equipment, $0.2m of other intangible assets and wrote off $1.3m of trademark (Note 10).
14. | Leases |
Right-of-use assets
Set out below are the carrying amounts of the Group’s right-of-use assets and the movements during the period. The Group has lease contracts related primarily to office buildings.
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
At 1 January | 48.0 | 56.4 | 56.4 | |||||||||
Additions | - | - | 0.2 | |||||||||
Business combinations (Note 9) | 0.6 | - | - | |||||||||
Remeasurements | - | (0.7 | ) | (0.8 | ) | |||||||
Impairment | - | (0.8 | ) | (0.8 | ) | |||||||
Disposals | (0.5 | ) | (0.3 | ) | (0.3 | ) | ||||||
Depreciation of right-of-use assets | (3.3 | ) | (3.5 | ) | (6.7 | ) | ||||||
At end of period | 44.8 | 51.1 | 48.0 |
During the period ended 30 June 2021, the Group recognised an impairment of $0.8m for the unused office space as a result of disposal of business operation. The impairment charge was included in the exceptional items.
22
Lease liabilities
Lease liabilities are presented in the statement of financial position as follows:
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
At 1 January | 52.5 | 64.5 | 64.5 | |||||||||
Additions | - | - | 0.2 | |||||||||
Business combinations (Note 9) | 0.8 | - | - | |||||||||
Remeasurements | - | (0.9 | ) | (1.0 | ) | |||||||
Terminations | (0.5 | ) | (0.3 | ) | (0.3 | ) | ||||||
Lease interest expense | 0.7 | 1.0 | 1.8 | |||||||||
Payments of lease liabilities | (3.8 | ) | (4.2 | ) | (8.6 | ) | ||||||
Foreign currency exchange difference | (4.1 | ) | (1.6 | ) | (4.1 | ) | ||||||
At end of period | 45.6 | 58.5 | 52.5 | |||||||||
Total current | 6.7 | 7.1 | 7.0 | |||||||||
Total non-current | 38.9 | 51.4 | 45.5 |
The lease term will be reassessed after the proposed Merger, once completed.
15. | Provisions and contingent liabilities |
The movements in the provision accounts were as follows:
($ ‘m) | Accrued vacation provision | Provision for restructuring | Onerous contract provision | Other | Total | |||||||||||||||
As at 31 December 2020 | 0.8 | 7.8 | 0.5 | 19.2 | 28.3 | |||||||||||||||
Additions | 3.8 | 1.8 | - | 5.0 | 10.7 | |||||||||||||||
Utilisation | (0.8 | ) | (7.5 | ) | - | (1.6 | ) | (9.9 | ) | |||||||||||
Release | - | - | - | (7.0 | ) | (7.0 | ) | |||||||||||||
As at 30 June 2021 | 3.8 | 2.2 | 0.5 | 15.5 | 22.0 | |||||||||||||||
Additions | 0.9 | 2.9 | 2.4 | 9.9 | 16.1 | |||||||||||||||
Utilisation | (3.8 | ) | (0.2 | ) | (0.1 | ) | (1.4 | ) | (5.5 | ) | ||||||||||
Release | - | - | - | (4.8 | ) | (4.8 | ) | |||||||||||||
As at 31 December 2021 | 0.9 | 4.9 | 2.8 | 19.2 | 27.8 | |||||||||||||||
Additions | 2.1 | 0.4 | - | 10.5 | 13.0 | |||||||||||||||
Utilisation | (0.9 | ) | (4.1 | ) | (0.6 | ) | (6.5 | ) | (12.1 | ) | ||||||||||
As at 30 June 2022 | 2.1 | 1.2 | 2.2 | 23.2 | 28.7 | |||||||||||||||
Total current | 2.1 | 1.2 | 1.5 | 22.9 | 27.8 | |||||||||||||||
Total non-current | - | - | 0.7 | 0.3 | 0.9 |
Onerous contract provision relates to the unavoidable costs of maintenance of data servers necessary to remain in operating condition due to an on-going regulatory investigation.
As disclosed in the prior year, as part of the process to effect an orderly wind-down of Jumpshot, Avast has been in communication with relevant regulators and authorities in respect of complaints and proceedings relating to certain data protection matters. Avast continues to believe that it has acted appropriately and in compliance with all laws and has not admitted any liability. However, in an effort to close matters, discussions have commenced regarding possible settlement in some of the matters. Consequently, a provision of $19.2m (31 December 2021, $10.2m) in respect of both regulatory fines received to date (which are under appeal) and ongoing settlement discussions regarding such matters has been recognised. There has been no cash outflow to date in connection with any potential fine or settlement and the timing of any potential cash outflow is not known, but could be within the next year.
23
Whilst this represents management’s current best estimate of the outflow required to settle the cases, there remains the potential for additional outflows that are not currently provided. Depending on the nature of settlement discussions, the timing of any outflow could take significantly longer than a year. In estimating the likely timing and outflow required to settle the cases, management has considered both other previously settled cases in the public domain, as well as the advice of its external legal team. Avast continues to cooperate fully in respect of all regulatory enquiries.
The release of certain provisions in 2021 related mainly to a provision for an alleged patent infringement claim, which has been dismissed with no costs resulting from it.
16. | Deferred revenues |
The Group sells consumer and corporate antivirus products for periods of 12, 24 or 36 months with payment received at the beginning of the license term. Revenues are recognised rateably over the subscription period covered by the agreement.
The movements in the deferred revenue were as follows:
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
At 1 January | 503.6 | 496.5 | 496.5 | |||||||||
Additions – billings | 483.7 | 482.7 | 948.4 | |||||||||
Deductions – revenue | (470.3 | ) | (471.3 | ) | (941.1 | ) | ||||||
Disposal of business operation | - | (0.2 | ) | (0.2 | ) | |||||||
Translation adjustments | 0.4 | 0.1 | - | |||||||||
At end of period | 517.4 | 507.8 | 503.6 | |||||||||
Current | 481.1 | 470.8 | 468.3 | |||||||||
Non-current | 36.3 | 37.0 | 35.0 | |||||||||
Total | 517.4 | 507.8 | 503.6 |
17. | Term loan |
Term loan balance is as follows:
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
Current term loan | 238.7 | 41.9 | 41.0 | |||||||||
Long-term term loan | 703.5 | 778.1 | 744.9 | |||||||||
Total term loans | 942.2 | 820.0 | 785.9 |
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
2021 USD tranche principal | 450.0 | 474.0 | 462.0 | |||||||||
2021 EUR tranche principal | 292.1 | 352.2 | 327.0 | |||||||||
2022 Dollar Term Loan principal | 200.0 | - | - | |||||||||
Total term loans | 942.1 | 826.2 | 789.0 |
On 23 March 2022, the Group borrowed a new USD term loan of USD 200m (“2022 Dollar Term Loan”) under the existing Credit Agreement to finance the acquisition of SecureKey (see Note 9). The loan matures on the earlier of 22 March 2023, or 30 days after completion of the proposed Merger. The carrying amount of the term loan is net of the total arrangement costs of $2.7m which are being amortised to profit and loss over the period to the potential date of completion of the Merger using the effective interest rate method. Although the term loan falls under the existing Credit Agreement, it has different terms and conditions to the USD/EUR tranche negotiated in 2021 and is therefore accounted for as a separate loan.
24
Based on the favourable leverage ratio result, the Group applied the margin step-down by 25 bps for USD and EUR tranche from the period starting 1 January 2022. The Group therefore applied judgement that the repricing of the margin on the loan to market terms, which is allowed for in the terms of the loan, was a change in contractual variable payments to be accounted for by altering prospectively the effective interest rate consistent with the requirements for IFRS 9.5.4.5 for floating rate loans.
The following terms apply to the bank loans outstanding at 30 June 2022:
Facility | Interest | Margin | Floor | Principal ($ ‘m) | ||||||||
2021 USD Tranche | 3-month USD LIBOR | 1.75% p.a. | 0.00% p.a. | 450.0 | ||||||||
2021 EUR Tranche | 3-month EURIBOR | 1.75% p.a. | 0.00% p.a. | 292.1 | ||||||||
2022 Dollar Term loan | 3-month SOFR | 1.50% p.a. (April-Jun) 1.75% p.a. (July-Sep) | 0.00% p.a. | 200.0 |
The USD and EUR Tranches are repayable in full at the end of the 84-month term on 22 March 2028. The Group does not intend to repay the term loan drawn in 2021 prematurely, however, the Group has made an assumption that the loan will be repaid at the time of potential Merger. The repayment is therefore reflected in the effective interest rate calculation resulting in the acceleration of arrangement fees through a potential date for completion of the proposed Merger.
The term loan is subject to quarterly amortisation payments of 1.25% of the original principal amount, USD 6.0m and EUR 3.8m per quarter. The margin payable on both facilities (USD and EUR Tranche) is dependent upon the ratio of the Group’s net debt to adjusted EBITDA as defined in the facility agreement.
The Credit Agreement requires the following mandatory repayments (so called Excess Cash Flow payment) in addition to the quarterly amortisation payments: Commencing with the fiscal year of the Company ending December 31, 2022, 50% of Excess Cash Flow (as defined and subject to certain reductions and to the extent where Excess cash flow payment exceed $75m and 15% of Four Quarter Consolidated EBITDA), with a reduction to 25% and elimination based upon achievement of First Lien Net Leverage Ratios not exceeding 3.5x and 3.0x, respectively.
Term loan balance reconciliation
The table below reconciles the movements of the balance of the term loan with the information on above and the statement of cash flows.
($ ‘m) | 30 June 2022 (Unaudited) | 30 June 2021 (Unaudited) | 31 December 2021 (Audited) | |||||||||
Term loan balance at beginning of period | 785.9 | 834.0 | 834.0 | |||||||||
Additional loan drawn (gross of fees) | 200.0 | - | - | |||||||||
Net loan refinancing* | - | 6.6 | 6.6 | |||||||||
Drawing fees | (2.7 | ) | (2.7 | ) | (2.7 | ) | ||||||
Interest expense | 14.7 | 13.3 | 25.0 | |||||||||
Interest paid | (8.8 | ) | (5.6 | ) | (14.3 | ) | ||||||
Loan repayment | (20.2 | ) | (10.6 | ) | (31.3 | ) | ||||||
Unrealised foreign exchange gain | (26.7 | ) | (15.8 | ) | (32.2 | ) | ||||||
Other | - | 0.8 | 0.8 | |||||||||
Total | 942.2 | 820.0 | 785.9 |
*Net loan refinancing consists of repayment of old loan of $(827.6)m, new loan drawn of $843.6m and portion of transaction costs related to borrowings deducted by bank of $(5.0)m and portion of cash interest deducted by bank of $(4.0)m.
25
The presentation of above items has changed since the issuance of prior year interim financial statements where separate lines were presented for the new loan drawn of $843.6m, loan repayments of $838.2m (being the sum of the old loan repayment of $827.6m and quarterly amortisation payments of $10.6m) and the bank fees were included within drawing fees of $7.7m. In addition, the statement of cash flows for the period ended 30 June 2021 has been restated to show the proceeds of $6.6m received on refinancing, interest paid of $5.6m, drawing fees of $2.7m and loan repayments of $10.6m. In the financial statements for the period ended 30 June 2021, the Group previously presented the proceeds from borrowings/repayments of $5.4m (which included net loan proceeds and quarterly loan repayments), drawing fees of $7.7m and interest paid of $10m (which included the bank fees/interest deducted on refinancing) in the cash flow statement.
Revolving facility
On 22 March 2021, the Group also obtained a revolving credit facility of $40.0m for operational purposes which has not been drawn as of the date of these consolidated financial statements. It is valid up to 22 March 2026. The Credit Agreement includes a financial covenant that is triggered if at any time $35.0m or more is outstanding under the revolving credit agreement at the last day of any four-quarter period ending on June 30 or December 31. If the revolving credit facility exceeds this threshold, then the Group must maintain, on a consolidated basis, a leverage ratio of less than 6.5x.
18. | Financial assets and liabilities |
The carrying amount of other financial assets and liabilities held by the Group was as follows:
($ ‘m) | Type | 30 June 2022 | 30 June 2021 | 31 December 2021 | ||||||||||
Financial assets | ||||||||||||||
Financial assets at fair value through profit or loss | ||||||||||||||
Escrow | Level 2 | - | 5.0 | 5.0 | ||||||||||
Earn-out | Level 3 | - | 1.2 | - | ||||||||||
Equity instruments at fair value through other comprehensive income | ||||||||||||||
Quoted equity instruments | Level 1 | 3.5 | 7.7 | 7.1 | ||||||||||
Financial assets at amortised cost | ||||||||||||||
Cash and cash equivalents | Level 2 | 338.0 | 357.6 | 429.0 | ||||||||||
Trade and other receivables | Level 2 | 58.3 | 48.2 | 53.4 | ||||||||||
Other financial assets | Level 2 | 1.0 | 1.1 | 1.6 | ||||||||||
Total financial assets | 400.8 | 420.8 | 496.1 | |||||||||||
Total current | 396.5 | 412.3 | 488.1 | |||||||||||
Total non-current | 4.3 | 8.5 | 8.0 | |||||||||||
Financial liabilities | ||||||||||||||
Financial liabilities at amortised cost | ||||||||||||||
Trade and other payables | 82.2 | 60.4 | 77.8 | |||||||||||
Lease liabilities (Note 14) | 45.5 | 58.5 | 52.5 | |||||||||||
Term loan | 942.2 | 820.0 | 785.9 | |||||||||||
Total financial liabilities | 1,069.9 | 938.9 | 916.2 | |||||||||||
Total current | 327.6 | 109.4 | 125.8 | |||||||||||
Total non-current | 742.3 | 829.5 | 790.4 | |||||||||||
Net financial liabilities | 669.1 | 518.1 | 420.1 |
The fair value of financial assets at amortised cost approximates their carrying value due to their short-term maturities.
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19. | Ordinary dividends |
On 13 July 2022, the Directors declared a conditional interim dividend of 4.8 cents per share payable in August 2022. The interim dividend is conditional on the proposed Merger not having become effective before 11 August 2022. The conditional interim dividend will be paid in US dollars on 12 August 2022 to shareholders on the register as of 22 July 2022. In accordance with IFRS, no provision for the interim dividend has been made in these financial statements.
The conditional interim dividend of $11.2 cents relating to the year ended 31 December 2021 was paid on 3 March 2022.
An analysis of dividends paid is set out below:
20. | Principal exchange rates |
Six-months ended 30 June 2022 | Six-months ended 30 June 2021 | Year-ended 31 December 2021 | ||||||||||
Translation of Czech crown into US dollar ($:CZK1.00) | ||||||||||||
Average | 0.0446 | 0.0465 | 0.0462 | |||||||||
Closing | 0.0420 | 0.0466 | 0.0456 | |||||||||
Translation of Sterling into US dollar ($:£1.00) | ||||||||||||
Average | 1.3095 | 1.3859 | 1.3778 | |||||||||
Closing | 1.2103 | 1.3851 | 1.3478 | |||||||||
Translation of Euro into US dollar ($:€1.00) | ||||||||||||
Average | 1.1005 | 1.2089 | 1.1894 | |||||||||
Closing | 1.0386 | 1.1887 | 1.1325 |
21. | Related party disclosures |
The compensation of key management personnel for the period is as follows:
($ ‘m) | Six-months
ended | Six-months ended 30 June 2021 (Unaudited) | ||||||
Short term employee benefits (including salaries & termination benefits) | 5.9 | 6.2 | ||||||
Share-based payments | 3.8 | 3.2 | ||||||
Total | 9.7 | 9.4 |
The amounts in the table above include, in addition to the compensation of key management personnel of the Group, the remuneration of employees of the Group that are considered related parties under IAS 24 Related parties disclosures.
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Other Related parties
Nadační fond Abakus (‘Abakus Foundation’)
On 1 January 2021, Abakus Foundation merged as a successor company with Nadační fond AVAST (‘AVAST Foundation’). The legacy and the projects of AVAST Foundation in the Czech Republic continues through the Abakus Foundation, the Avast Founders’ foundation. The Abakus Foundation supports important societal topics such as end-of-life care, support for families with disabled children, and general educational improvement in the Czech Republic. The foundation is considered to be a related party as the spouses of Messrs. Kučera and Baudiš are members of the management board of the foundation.
During the six-months ended 30 June 2022 and 2021, Avast Software s.r.o. paid donations of CZK 15.3m (c.$0.7m) and CZK 20.4m (c.$1m) to the Abakus Foundation, respectively.
Stichting Avast (‘Avast Foundation’)
On 6 January 2021, Stichting Avast, known as Avast Foundation, was established in the Netherlands by Avast Holding. The Avast Foundation supports a new range of programs that are aligned with Avast’s core mission of protecting people in the digital world. The Foundation is considered a related party as some of the key management personnel of Avast are members of the Foundation’s Board.
During the six-months ended 30 June 2022 and 2021, Avast Software s.r.o paid donations of $1.8m and $1.0m to the Avast Foundation, respectively.
Enterprise Office Center
On 15 November 2016, Enterprise Office Center (owned by Erste Group Immorent) where Avast Software s.r.o. resides was sold by a third party to a group of investors including co-founders of the Group, Eduard Kučera and Pavel Baudiš for $119.5m (ca. €110m). The annual rent is €3.2m ($3.3m) [HY 2022: €1.6m ($1.6m)]. The term of lease ends in August 2024 and offers two options to extend for another 24 months under the same conditions.
22. | Events after the reporting period |
On 3 August 2022, the UK’s Competition and Markets Authority (the “CMA”) published its provisional findings that the Merger was not expected to give rise to a substantial lessening of competition in the UK and Norton and Avast published their response to the CMA’s findings. As stated in that announcement, Norton intends to continue to work with the CMA and with Avast to enable the CMA’s final report to be issued as soon as practicable. The statutory deadline for publication of the CMA’s final report is 8 September 2022 (unless extended).
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