3 4. Acquisitions B. Restatements As stated on page 116 of the Group’s Annual Report and Accounts 2020, the initial accounting for the business combinations of Decoded, Metric Theory, BrightBlue and Orca Pacific, were incomplete at the end of the reporting period ended 31 December 2020. At the end of the reporting period, the identifiable intangibles acquired were not fully identified, were consequently not fully measured and were therefore not fully deducted from goodwill as at 31 December 2020. During the reporting period ended 31 December 2021, S4Capital Group has obtained the information necessary to identify and measure the identifiable assets and liabilities for the business combinations of Decoded, Metric Theory, Brightblue and Orca Pacific and has adjusted its intangible assets, deferred tax liabilities and reserves as of 31 December 2020, as required by IFRS 3, as follows: 31 Dec 2020 31 Dec 2020 Adjustment restated Restatement Note £000 £000 £000 Intangible assets – Customer relationships 39,379 56,537 95,916 Intangible assets – Brand names 1,059 1,758 2,817 Intangible assets – Order backlog 3,065 2,989 6,054 Intangible assets – Software 2,269 2,462 4,731 Property, plant and equipment, ROU assets 2,453 5,175 7,628 Cash and cash equivalents 267 – 267 Trade and other receivables 19,814 – 19,814 Other non-current assets 38,160 317 38,477 Trade and other payables (40,026) 56 (39,970) Current taxation (418) – (418) Lease liabilities (674) (5,971) (6,645) Other non-current liabilities (1,937) – (1,937) Deferred taxation (11,664) 2,306 (9,358) Net assets 51,747 65,629 117,376 Goodwill 228,376 (61,807) 166,569 Total purchase consideration 280,123 3,822 283,945 Payment in kind (common stock) 73,671 (2,234) 71,437 Cash 123,442 – 123,442 Deferred consideration 35,111 – 35,111 Contingent consideration 47,899 (1,588) 46,311 Total purchase consideration 280,123 (3,822) 276,301 Cash purchase consideration 123,442 – 123,442 Cash and cash equivalents 19,814 – 19,814 Cash outflow on acquisition (net of cash acquired) 103,628 – 103,628 S4Capital Annual Report and Accounts 2021 127
