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Audited Final Results

7th Jul 2015 07:00

RNS Number : 3170S
Sepura PLC
07 July 2015
 



Sepura PLC

 

("Sepura," "the Group," or "the Company")

 

 

Audited final results for the period ended 27 March 2015

 

 

Record revenues and 20% increase in adjusted operating profit1 despite FX headwinds

 

Revenue growth of 12%, ahead of prior guidance, adjusted diluted1 EPS growth of 15% in line with guidance

 

Record closing year-end order book of €41 million

 

Acquisition of Teltronic completed post year end

 

 

 

Sepura, a leading global provider of critical communications solutions, today announces its audited final results for the period ended 27 March 2015. Unless otherwise stated, all figures exclude the impact of the acquisition of Teltronic SAU that was completed after the end of the period.

 

Financial highlights

 

§ Revenues up 12% to €131.2 million (2014: €116.6 million)

 

§ Adjusted operating profit1 up 20% to €15.0 million (2014: €12.5 million); adjusted diluted EPS1up 15% to 9.7c (2014: 8.4c)

 

§ Operating cash conversion of 88% (2014: 101%) and closing net debt of €1.1 million(H1 /2015: €13.8 million; 2014: net cash of €5.3 million)

 

§ Full year dividend increased by 20% to 2.4p (2014: 2.0p)

 

§ IFRS operating profit up 18% to €17.1 million (2014: €14.4 million)

 

 

Operational highlights

 

§ Strong demand across core markets

§ 217,000 radios delivered worldwide, up 15% from 188,000 last year

§ Record order backlog at FY15 year end of €41 million for delivery in FY16 (2014: €13.1 million) following orders for 63,000 terminals for public safety network in Saudi Arabia

§ Installed base grown to over 1.3 million radios providing a stable stream of repeat business

 

§ Momentum building for DMR and Applications

§ DMR portfolio expanded and Fylde acquired to facilitate DMR adoption

§ €2.3 million Applications contract for Finnish National Police Board

 

Teltronic acquisition completed post year end

 

§ Total consideration of €127.5 million financed by new debt facility and capital raise

§ Immediately enhancing to adjusted diluted EPS and significantly enhancing in the first full financial year

§ Cost synergies of €3 million per annum by the end of the first full financial year, with €1.5 million in the current year

§ Addressable market increased by $820 million to over $3.3 billion

 

Commenting on the Company's results, John Hughes, Chairman, said:

 

"Our strategy to expand our addressable market has delivered a third consecutive year of record revenues and fourth consecutive year of double-digit growth in adjusted operating profits. We closed the year with a record order book that positions us for further organic growth in FY16, while the recent transformational acquisition of Teltronic provides additional scale and enhanced visibility together with a further broadening of our product portfolio and geographical reach. These factors mean we are well positioned to meet our targets for the coming year, and this confidence is reflected in an increase in the full year dividend from 2.0p to 2.4p per share."

 

 

Summary financial information2

27 March2015

28 March2014

 

Total revenue

€131.2m

€116.6m

+ 12%

Gross margin

46.2%

47.4%

- 1.2%

Adjusted operating profit1

€15.0m

€12.5m

+ 20%

IFRS operating profit

€17.1m

€14.4m

+ 18%

Adjusted EBITDA1

€17.0m

€14.4m

+ 18%

Adjusted diluted EPS1

9.7c

8.4c

+ 15%

Diluted EPS

10.8c

9.4c

+ 15%

Dividend

2.4p

2.0p

+ 20%

 

(1) The calculations of adjusted operating profit and EBITDA, and adjusted diluted EPS, are set out in Notes 4 and 6 to the following condensed consolidated financial statements respectively.

 

(2) All figures exclude the impact of the acquisition of Teltronic SAU that was completed after the end of the period.

 

- Ends -

 

Sepura will hold an analyst presentation at 9.00 am today in the offices of Liberum, Level 12 Ropemaker Place, 25 Ropemaker Street, London, EC2Y 9LY. The presentation slides will be available on the investor relations pages of the Company's website following the event at: http://investors.sepura.com.

 

 

Cautionary statement

 

This announcement contains certain forward-looking statements with respect to the operations, performance and financial condition of Sepura. By their nature, future events and circumstances can cause results and developments to differ materially from those anticipated. Nothing in this announcement should be construed as a profit forecast. No undertaking is given to update the forward-looking statements whether as a result of new information, future events or otherwise.

 

 

Further information

 

Sepura

Gordon Watling, Chief Executive Officer

Steve Chamberlain, Chief Financial Officer

Peter Connor, Investor Relations

 

+44 12 2387 6000

Bell Pottinger

Olly Scott

Eve Kirmatzis

+44 20 3772 2500

 

 

Notes to editors

 

Sepura is a global leader in the design, manufacture and supply of digital radios, infrastructure and applications for Professional Mobile Radio ("PMR") users, providing specialist solutions for the public safety, transportation, oil and gas, mining, utilities, industrial and other commercial sectors.

 

Founded in the UK in 2002, Sepura has expanded rapidly across the world and is now a market leader in over 30 countries, with a network of regional partners that sell, and provide local support for, its market-leading products. Sepura's proven track record of focussing on exciting high growth opportunities, product innovation and delivering quality and customer service was recognised in April 2015 with the award of the prestigious Queen's Award for Enterprise: International Trade.

 

Headquartered in Cambridge, England and with over 700 employees, Sepura was admitted to the Official List of the London Stock Exchange on 3 August 2007.

 

www.sepura.com

 

 

Chairman's statement

 

I am pleased to report another year of record revenues and a 20% increase in adjusted operating profit to €15.0 million, despite significant foreign exchange headwinds. At the same time we have continued to invest in expanding our addressable market, both organically and through acquisition, to ensure that we are positioned to benefit from the accelerating analogue to digital migration within the Professional Mobile Radio ("PMR") market.

 

This acceleration reflects both government mandated migration to digital technologies, driven by a need for interoperability and increased spectrum efficiency, together with commercial users' need for operational efficiencies that cannot be realised from obsolete analogue networks. We have responded to these trends by broadening our product portfolio and expanding our geographical reach, thereby significantly increasing our addressable market. Sepura now offers more solutions for a wider range of PMR users, as demonstrated by the increasing contribution from our recent investments in DMR and software applications.

 

The acquisition of Teltronic represents a material step in the transformation of Sepura into a geographically and technologically diverse critical communications solution supplier; it builds further on our successful earlier entry into the infrastructure market through the acquisition of 3T in FY13. Teltronic will enable us to accelerate the delivery of our strategic goals by providing additional scale, improved revenue visibility and increased exposure to commercial PMR users. The acquisition strengthens the Group's position in a range of markets, with Teltronic's customer base primarily in Latin America and North America. Combining Teltronic, the leading TETRA infrastructure supplier in North America, with Sepura, the market-leading TETRA terminals supplier, creates a compelling solution in the world's largest PMR market. We are confident that we can build on the early success of both businesses and make North America a significant market for the Group.

 

Our record order book and the opportunities created by Teltronic give us confidence that our business is set to deliver further growth in earnings and cash generation over the coming years, reflected in a further increase in the annual dividend of 20% to 2.4p.

 

Our success was recognised in April 2015 with the award of the Queen's Award for Enterprise: International Trade, which is a testament to the outstanding contribution of all of our employees to the profitable growth of our business. I would like once again to thank them for their commitment, and welcome our new colleagues from Teltronic who join us at an exciting time in Sepura's development.

 

Subsequent to the acquisition of Teltronic and the significant expansion of the Group, I am pleased to announce that Richard Smith will be joining the Group as CFO not later than 2 January 2016. Our thanks to Steve Chamberlain for his contribution in this role, especially during the recent acquisition. Steve will be continuing with the Group after he steps down from the Board, initially focusing on supporting the integration of Teltronic.

 

I am confident that the Company has a strong future ahead.

 

 

Dr John Hughes CBE Hon DSc

Chairman

6 July 2015

 

 

Chief Executive's statement

 

We have delivered a fourth consecutive year of double-digit growth in adjusted operating profit, which increased by 20% to €15 million despite €1.9 million of foreign exchange headwinds. This has been achieved by our continuing focus on combining strong operational performance in our core markets with the strategic expansion of our addressable market, which has increased to approximately $3.3 billion following investments in DMR, software applications and, most recently, the acquisition of Teltronic.

 

Our core markets continue to show sustained, long-term demand despite the impact of macro-economic factors on specific segments such as the extractive industries. Terminal shipments increased by 15% to 217,000 radios, compared to 188,000 last year, and included 65,000 radios delivered in Germany and 31,000 radios delivered to a new national public safety network in Saudi Arabia. Our record order book at the year-end of €41 million for delivery in FY16 included orders for a further 63,000 radios for delivery to the same network.

 

We believe this confirms TETRA as the digital PMR standard of choice for public safety users around the world, despite some uncertainty in the UK over the future role of TETRA for such users. This speculation did not have a material impact on our business in the UK, where we shipped 21,000 radios compared to 24,000 last year. We expect the UK market to continue to deliver strong repeat TETRA revenues during the medium term, together with an increasingly significant contribution from DMR as commercial users in the UK migrate to digital solutions.

 

PMR users increasingly demand more than voice communications from their investment in digital networks. Sepura's investment in software applications enables us to support users as they adopt complementary technologies that supplement TETRA's core voice and data capabilities. Our success in securing a significant role as part of a consortium delivering a multi-year, multi-agency and multi-standard Command & Control platform for the Finnish National Police Board confirms TETRA has a long-term role as an integral part of national PMR networks across Europe, and that Sepura is well positioned to address the increasingly complex needs of our customers.

 

The acquisition of Teltronic with its established infrastructure portfolio will enable us to accelerate our market penetration of new PMR networks around the world. Teltronic brings strong brands in Latin and North America, which together represented 83% of its revenues in the year ended 31 December 2014 compared to the current 5% for Sepura. In addition to this increased geographical diversity, Sepura will also have a more diverse customer base as 39% of Teltronic's revenues are derived from commercial users, compared to 25% for Sepura in FY15. Teltronic also provides increased scale and longer-term revenue visibility through its contracted order backlog, together with an opportunity to promote Sepura's existing products across Teltronic's installed base of networks.

 

The acquisition adds significant scale to the financial profile of the Group. Teltronic generated revenue of €62.9 million and adjusted operating profit of €8.4 million for the year ended 31 December 2014. At the time of the acquisition, we announced that the transaction is expected to deliver €3 million of cost synergies per annum, to be achieved in full by the end of full year 2017 and with €1.5 million achieved in the current financial year. We also expect the acquisition to be immediately enhancing to adjusted diluted EPS and significantly enhancing in the first full financial year.

 

The robustness of our established markets and the exciting growth prospects provided by DMR, applications and the acquisition of Teltronic, which builds on our existing infrastructure capabilities, give us confidence in meeting our targets for the coming year. Successful execution against our strategic objectives will continue to create additional long-term shareholder value.

 

 

Gordon Watling,

Chief Executive

6 July 2015

 

 Business review 

Operational Review

 

Sepura has been transformed from a UK-centric TETRA terminals business into a global, geographically diverse critical communications solutions provider, with an estimated addressable market of $3.3 billion. The Group's record revenues of €131.2 million, up 12% from €116.6 million last year, reflect an increasingly diverse global customer base that is expected to deliver long-term growth from the analogue to digital migration.

 

Sustained demand from our core TETRA devices markets

 

The Group delivered a record 217,000 devices last year, up from 188,000 in the previous year. This included 65,000 radios into Germany, the world's largest TETRA market with approximately 600,000 registered users and one in which Sepura is market leader. The current backlog of contracted orders for future delivery to new users in Germany is approximately 53,000 radios. In line with experience in mature markets, the Group has seen increasing demand from German customers for replacement batteries and ancillaries, and for specialist accessories such as covert solutions as network coverage extends across the country.

 

With an installed base now over 1.3 million radios across 114 countries, the Group has a growing stream of recurring revenues as users refresh existing fleets and acquire accessories and applications to maximise the return on their investments in our technology. This is also the case in Germany where, in addition to demand from new users, early adopters have confirmed their intention to begin refreshing their existing radio fleets as they near the end of their operational lives.

 

Growing demand from emerging markets

 

North America is the world's largest PMR market and is forecast to generate 25% of the growth in digital PMR users as 1.5 million commercial PMR users in North America convert to digital. The acquisition of Teltronic, and its North America Powertrunk brand, since the end of the period brings together the leading suppliers of TETRA terminals and infrastructure in North America. Sepura and Teltronic have supplied 11 of the first 14 TETRA networks in North America, and Sepura terminals are now in use on all of these networks.

 

Growing demand from commercial users

 

The total PMR market is continuing to expand, with an estimated value of $16.5 billion per annum in 2017 when 45 million PMR radios are forecast to be in use globally according to independent research from IHS. An increasing proportion of these will be digital radios. Approximately 15 million PMR users, representing one third of all PMR users, currently use digital PMR technology and a further 10 million PMR users are forecast to migrate to digital by 2018. The majority of this growth is expected to come from smaller, frequently single site, digital networks primarily for use by individual commercial organisations that prefer a single supplier that can offer a simple migration path to a solution that suits their operational needs.

 

Increasing contribution from DMR

 

DMR products address the needs of smaller commercial users. DMR is independently forecast to be the fastest growing segment within PMR over the next four years, with the installed base of DMR radios forecast to grow by 4.2 million radios by 2017. The Group's DMR portfolio has expanded since its launch last year, and has been enhanced by the acquisition of Fylde with its enabling technology that offers a lower risk and more cost-effective migration strategy for trunked analogue users. The Group has also expanded its DMR reseller channel and routes to market, and Sepura DMR radios are already operational in 37 countries. The acquisition of Teltronic will further increase routes to market for DMR products, particularly within Latin America, where Teltronic has well established distribution channels to commercial users.

 

The range of potential DMR customers is demonstrated by the largest deployment to date being a fleet of 2,600 radios in Brazil, while other prestigious early adopters include leading sporting venues requiring significantly smaller fleets such as Goodwood racecourse, and the Group's local football team Cambridge United. Management believe the Group will be able to establish a similar presence and reputation in the DMR market over time to that enjoyed by its TETRA products, which will enable DMR to become a significant revenue stream for the Group over the medium term.

 

Developing a broad portfolio of market-leading solutions

In addition to the ongoing investment in DMR and software applications, Sepura has continued to invest in product innovation. The Group's new generation of TETRA radios which was launched earlier this month at Critical Communications World, maintains its product-leadership position by offering enhanced robustness and additional features and functionality that support PMR users' increasing demand for real-time data in the field.

 

 

Financial review

 

Revenue

 

The Group delivered record revenues of €131.2 million, up 12% from last year's €116.6 million. Fylde, whose results have been consolidated for the first time following its acquisition on 20 May 2014, accounted for €1.5 million of the increase. The total number of terminals shipped increased by 15% from 188,000 to 217,000, including 31,000 to new public safety customers in Saudi Arabia. The Group also received orders for a further 63,000 radios to Saudi Arabia for delivery in FY16.

 

Gross margin

 

Gross margin strengthened as forecast in the second half of the year, with a gross margin for H2 of 47.1% compared to 45.1% in H1. The gross margin for the full year of 46.2% was affected by product and customer mix, including the first full year of the Group's DMR portfolio and entry into new strategic markets. Gross margin was also impacted by foreign exchange and on a constant currency basis the gross margin was 46.7%, compared to the 47.4% reported for the same period last year. The gross margin percentage for the first half of the current year will reflect pricing for recent high volume contracts in strategic new markets, which will deliver incremental business over the operational life of those radios.

 

Research and development costs

 

Gross expenditure on R&D was €16.8 million (2014: €16.7 million), or 13% of revenues (2014: 14%). A significant proportion of these costs relate to the fixed Sterling costs of the Group's UK-based development teams. These are hedged 12 months in advance and so reflect last year's GBP/Euro rates, and on a constant currency basis gross expenditure on R&D increased by 4% to €17.4 million.

 

Investment in research and development continued to focus on maintaining product leadership, with significant investment in the Group's next generation platform of both terminals and infrastructure, broadening its DMR portfolio and expanding its Applications offering.

 

Capitalised development expenditure represented 78% (2014: 75%) of related gross development spend. The related amortisation charge for the period decreased to €6.7 million (2014: €8.1 million) as the development expenditure on several older products is now fully amortised, while an increasing proportion of research and development expenditure is on long-term projects, such as the Group's next generation platform, on which amortisation has yet to commence.

 

Selling, marketing, distribution and administrative expenses

 

Selling, marketing and distribution costs increased by 10% to €18.2 million (2014: €16.6 million), reflecting investments made over the last year to expand the Group's routes to market, especially in North America. Current year costs include a full year contribution from Portalify, together with the incremental costs associated with Fylde and the launch of the Group's DMR portfolio.

 

Administrative expenses, excluding the IFRS 2 share option cost, non-recurring items and the amortisation of acquired intangibles, increased by 12% compared with the same period last year to €10.7 million from €9.5 million. Foreign exchange accounted for 10% of this increase and the remainder related to the incremental costs of Portalify and Fylde following acquisition.

 

The total cash operating costs, being the gross R&D expenditure, sales and marketing costs and administrative expenses (excluding the IFRS 2 share option cost, associated National Insurance, the amortisation of acquired intangibles and non-recurring items), increased by 7% to €45.6 million (2014: €42.8 million), reflecting the investment in research and development and routes to market described above, and the impact of foreign exchange.

 

Foreign exchange

 

The Group continues to be impacted by the volatility of both Euro/GBP and Euro/USD exchange rates. Adjusted operating profit on a constant currency basis, excluding the forecast impact of foreign exchange hedges, was €16.9 million, €1.9 million higher than that reported, after adjusting for the following items:

 

§ Revenues would have been €1.3 million lower at last year's exchange rates;

§ Product costs would have been €1.3 million lower at last year's exchange rates;

§ The Group's unhedged Sterling operating costs would have been €0.6 million lower at last year's exchange rates; and

§ The Group incurred €1.3 million more of transactional net foreign exchange losses during the period compared to last year.

 

The Group continues to use forward contracts to sell Euros and buy Sterling to meet Sterling expenses that can be forecast with sufficient certainty as to timing and value to qualify for hedge accounting. This provides certainty as to the future Euro reporting value of these costs to the Group for the next 12 months. The average hedge rate for the period was €1.190 / £1, based on prevailing rates during the prior year, compared to €1.24 / £1 for the same period last year which were in turn based on prevailing rates 12 months previously. As a result the Group's hedged Euro operating costs decreased by 4% compared to the prior year.

 

The hedges outstanding at the end of the period covered £27.4 million (2014: £19.2 million) of forecast Sterling cash flows at rates ranging from €1.233 - €1.354 / £1 (2014: €1.169 - €1.219 / £1), and with a weighted average rate of €1.274 / £1 (2014: €1.190 / £1) compared to the spot rate at the end of the period of €1.367 / £1 (2014: €1.205 / £1). The translation of the Group's hedged Sterling cost base into Euros in the coming year will therefore result in higher reported Euro costs than those reported for the current period.

 

Operating profit

 

The Group presents adjusted operating profit as a key performance measure in addition to the operating profit reported under IFRS, as the exclusion of certain non-operational or non-cash items better reflects the underlying trading performance of the Group. Adjusted operating profit for the period increased by 20% to €15.0 million, (2014: €12.5 million), while the operating profit reported under IFRS was €17.1 million (2014: €14.4 million), representing growth of 18%.

 

Non-recurring items

 

The Group incurred €532,000 of costs, primarily professional fees, in connection with the acquisition of Fylde, together with €350,000 of subsequent restructuring costs, and initial costs of €864,000 in connection with the acquisition of Teltronic SAU, which completed subsequent to the end of the period. Following amendments to the terms of the Fylde earn-out, and reflecting the first year's post-acquisition performance, €2,320,000 of deferred consideration that had been recognised on acquisition will now be treated as future management remuneration and accordingly this amount has been released to the income statement.

 

While the Board will continue to pursue full settlement of the amounts outstanding under a Greek public safety contract, given the current economic situation in Greece, which makes the timing and value of any payments uncertain, the Group has provided €1,770,000, being the total financial exposure.

 

Taxation

 

The Group has continued to benefit from enhanced tax relief on qualifying research and development expenditure and its brought forward tax losses, with €9.5 million (net) of losses available for offset against future taxable profits (2014: €9.9 million) in the UK. These are not available to the Group's overseas subsidiaries, which paid an aggregate of €631,000 of corporate taxes during the period. The Group also has deferred tax liabilities of €8.0 million (2014: €6.8 million) in relation to the development costs capitalised under IFRS, together with €0.9 million (2014: €0.8 million) in relation to acquired intangibles, which do not represent future tax cash payments and will be released to income as the related costs are amortised.

 

EPS

 

Adjusted diluted earnings per share, based on expensing development costs as they are incurred and excluding non-recurring items, the IFRS 2 share option charge, associated National Insurance and the amortisation of acquired intangibles, was 9.7 € cents (2014: 8.4 € cents). IFRS fully diluted earnings per share was 10.8 € cents (2014: 9.4 € cents).

 

Cash flows and financing

 

The Group continues to generate strong operating cash flows, with net cash generated from operations of €24.6 million (2014: €26.4 million). Cash conversion for the year was 88% (2014: 101%) with net working capital increasing by €3.4 million (2014: decrease of €0.3m). This is broadly in line with target cash conversion despite the delay in receipt from the Greek public safety contract referred to above.

 

Significant non-operating cash flows during the period related to:

 

§ €3.4 million (2014: €5.0 million) paid for acquisitions;

§ €13.1 million (2014: €12.5 million) spent on capitalised development costs;

§ €5.2 million (2014: €4.6 million) of other capital expenditure due to investment in test equipment and tooling for the Group's new DMR portfolio and next generation TETRA terminal, and investment in a new integrated business system;

§ €3.7 million (2014: €3.0 million) paid in relation to last year's final dividend and this year's interim dividend;

§ €5.4 million (2014: €1.3 million) purchasing shares for Treasury; and

§ €0.2 million (2014: €0.2 million) received from employees exercising share options.

 

Closing cash balances at 27 March 2015 stood at €2.4 million (2014: €8.0 million) and net debt, including borrowings acquired with Sepura Systems and Portalify, was €1.1 million (2014: net cash of €5.3 million).

 

The balance sheet

 

The Group's intangible assets increased during the period from €52.9 million to €66.6 million primarily due to the acquisition of €8.0 million of intangibles with Fylde, and net capitalised R&D of €6.4 million.

 

Inventory levels, excluding the impact of the acquisition of Fylde, increased by €1.4 million (2014: decrease of €1.3 million) as the Group's product portfolio broadened while trade receivables increased by a net €8.7 million (2014: €4.8 million) compared to the prior period due to the growth in second half revenues over the same period last year and the delayed customer receipt referred to above. Trade payables increased by €9.4 million (2014: €3.9 million), in line with increased levels of activity across the Group while provisions were reduced by €2.7 million, including €2.3 million for the release of part of the contingent consideration relating to Fylde. These movements equate to the working capital outflow of €3.4 million during the period referred to above.

 

Share capital

 

The Company has continued to purchase shares for Treasury in anticipation of future share option awards vesting, with a further 2.9 million shares (2014: 0.9 million) acquired during the period for total consideration of €5.4 million (2014: €1.3 million). 2.2 million (2014: 0.5 million) Treasury shares were utilised to settle options that vested and were exercised during the period, leaving 1.2 million (2014: 0.5 million) shares in Treasury at the end of the period.

 

A further invitation for eligible employees to participate in the Company's SAYE scheme was issued in September, with options over 0.8 million shares subsequently granted at an exercise price of 1.19p. Options were also granted to senior executives under the Company's Long-Term Incentive Plan totalling 1.8 million shares (2014: 2.0 million). These will vest if targets relating to the period to 31 March 2017 and 31 March 2018 are achieved.

 

Dividends

 

The Board has proposed a final dividend of 1.71p per Ordinary share in respect of the year (2014: 1.41p), payable on 9 October 2015 to shareholders on the register at the close of business on 28 August 2015, giving a total dividend of 2.4p per Ordinary share (2014: 2.0p). This represents a 20% increase on last year's total dividend.

 

Post period events

 

On 27 May 2015 the Company announced that it had completed the acquisition of Teltronic for €127.5 million. The acquisition was financed through a combination of new banking facilities of €120 million from a broadened group of banks (which replaced all previous facilities) and a £60.5 million equity raise, gross of fees and expenses, which has significantly broadened the Group's institutional investor base.

 

Teltronic is highly complementary, both in terms of product set and geographical penetration, with an extensive infrastructure portfolio, an emerging LTE portfolio and P25 capabilities. The acquisition strengthens the Group's presence in both Latin America and North America, in addition to extending the existing strong EMEA customer base.

 

Teltronic generated revenues of €62.9 million and an adjusted operating profit of €8.4 million for the year ended 31 December 2014. At the time of the acquisition, the Group announced that the transaction is expected to be immediately enhancing to adjusted diluted EPS and significantly enhancing in the first full year of ownership to March 2017. There is expected to be significant overlap in R&D spend, as well as savings across the operating cost base, that are expected to generate €3 million of cost synergies per annum by the end of the first full year after completion. Approximately €1.5 million of these are expected to be achieved this year, and the cost of implementation to realise them is expected to be c. €1.9 million. The improved product offering, cross selling and geographical expansion is expected to provide other incremental benefits.

 

The Relationship Agreement (as defined on page 58 of the Company's Annual Report for the year ended 28 March 2014) between the Company and its Principal Shareholders that has been in effect since the Company's IPO in August 2007 has been terminated following the completion of the acquisition and associated equity raise.

 

Steve Chamberlain,

Chief Financial Officer

6 July 2015

 

 

Consolidated Income Statement

 

 

 

 

2015

 

 

2014

 

 

 

Before non-recurringitems

Non-recurringitems 1

 

After non-recurringitems

Before non-recurringitems

Non-recurringitems 1

After non-

recurringitems

 

Note

€'000

€'000

€'000

€'000

€'000

€'000

Revenue

 

131,160

-

131,160

116,645

-

116,645

Cost of sales

 

(70,508)

-

(70,508)

(61,326)

-

(61,326)

Gross profit

 

60,652

-

60,652

55,319

-

55,319

Selling, marketing anddistribution costs

 

(18,225)

(1,770)

(19,995)

(16,625)

-

(16,625)

Research and development costs

 

(10,394)

-

(10,394)

(12,228)

-

(12,228)

Administrative expenses

 

(13,750)

574

(13,176)

(11,449)

(590)

(12,039)

Operating profit

 

18,283

(1,196)

17,087

15,017

(590)

14,427

Financial income

 

55

-

55

6

-

6

Financial expense

 

(484)

-

(484)

(250)

-

(250)

Net financial expense

 

(429)

-

(429)

(244)

-

(244)

Profit before income tax

 

17,854

(1,196)

16,658

14,773

(590)

14,183

Income tax (expense) credit

5

(1,838)

256

(1,582)

(1,189)

136

(1,053)

Profit for the period attributableto owners of the parent

 

16,016

(940)

15,076

13,584

(454)

13,130

Earnings per share (c)

 

 

 

 

 

 

 

Basic

6

11.6

(0.7)

10.9

9.8

(0.3)

9.5

Diluted

6

11.5

(0.7)

10.8

9.8

(0.4)

9.4

 

1 Non-recurring items relate to the acquisition of Fylde Micro Limited in the current period, as described in Note 3, and subsequent restructuring costs, together with initial costs incurred in connection with the acquisition of Teltronic SAU which completed subsequent to the end of the period as described in Note 13. They also include a provision against outstanding receivables due from a customer in Greece. Non-recurring items in the prior period related to the acquisition of Portalify OY and subsequent restructuring costs.

 

 

 

Consolidated Statement of Comprehensive Income

 

 

2015

2014

 

€'000

€'000

Profit for the period

15,076

13,130

Other comprehensive income (expense):

 

 

Exchange translation

(164)

(42)

Cash flow hedges, net of taxation

1,695

1,125

Other comprehensive income that may be reclassified into income

1,531

1,083

Total comprehensive income forthe period attributable to owners of the parent

16,607

14,213

 

 

 

Consolidated Statement of Changes in Equity

 

 

Note

Sharecapital€'000

Sharepremium€'000

Otherreserves€'000

Retainedearnings€'000

Totalequity€'000

At 30 March 2013

 

78

-

-

63,103

63,181

Profit for the period

 

-

-

-

13,130

13,130

Other comprehensive (expense) income for the period

 

-

-

(42)

1,125

1,083

Total comprehensive (expense) income

 

-

-

(42)

14,255

14,213

Transactions with owners

 

 

 

 

 

 

Tax on share option schemes

 

-

-

-

517

517

Employee share option schemes: value of employee services

 

-

-

-

664

664

Equity dividends paid

7

-

-

-

(3,020)

(3,020)

Issue of shares

10

1

999

-

-

1,000

Treasury shares - purchase of own shares

10

-

-

-

(1,323)

(1,323)

Treasury shares - issue of shares to settle

employee share options

10

-

-

-

163

163

Total transactions with owners

 

1

999

-

(2,999)

(1,999)

At 28 March 2014

 

79

999

(42)

74,359

75,395

Profit for the period

 

-

-

-

15,076

15,076

Other comprehensive (expense) income for the period

 

-

-

(164)

1,695

1,531

Total comprehensive (expense) income

 

-

-

(164)

16,771

16,607

Transactions with owners

 

 

 

 

 

 

Tax on share option schemes

 

-

-

-

248

248

Employee share option schemes: value of employee services

 

-

-

-

1,262

1,262

Equity dividends paid

7

-

-

-

(3,686)

(3,686)

Treasury shares - purchase of own shares

10

-

-

-

(5,397)

(5,397)

Treasury shares - issue of shares to settle

employee share options

10

-

-

-

193

193

Total transactions with owners

 

-

-

-

(7,380)

(7,380)

At 27 March 2015

 

79

999

(206)

83,750

84,622

 

 

 

Consolidated Balance Sheet

 

 

Note

2015€'000

2014€'000

Assets

 

 

 

Non-current assets

 

 

 

Intangible assets

 

66,552

52,864

Property, plant and equipment

 

10,329

7,706

Deferred tax asset

 

4,294

6,069

Total non-current assets

 

81,175

66,639

Current assets

 

 

 

Inventories

 

12,133

11,983

Trade and other receivables

 

47,632

37,407

Derivative financial instruments

 

2,516

403

Cash and cash equivalents

 

2,401

8,017

Total current assets

 

64,682

57,810

Total assets

 

145,857

124,449

Liabilities

 

 

 

Current liabilities

 

 

 

Borrowings

8

(2,983)

(2,182)

Trade and other payables

 

(45,269)

(34,039)

Income tax payable

 

(1,195)

(1,225)

Provisions

 

(2,578)

(1,316)

Total current liabilities

 

(52,025)

(38,762)

Non-current liabilities

 

 

 

Borrowings

8

(546)

(650)

Trade and other payables

 

(3,348)

(4,826)

Provisions

9

(5,316)

(4,816)

Total non-current liabilities

 

(9,210)

(10,292)

Total liabilities

 

(61,235)

(49,054)

Net assets

 

84,622

75,395

Shareholders' equity

 

 

 

Ordinary share capital

10

79

79

Share premium

10

999

999

Other reserves

 

(206)

(42)

Retained earnings

 

83,750

74,359

Total equity

 

84,622

75,395

 

 

 

Consolidated Statement of Cash Flows

 

 

Note

2015€'000

2014€'000

Cash generated from operations

11

25,205

26,446

Income taxes paid

 

(631)

(60)

Net cash generated from operating activities

 

24,574

26,386

Cash flow from investing activities

 

 

 

Interest received

 

55

6

Purchase of property, plant and equipment

 

(4,419)

(3,711)

Capitalised development costs

 

(13,108)

(12,536)

Purchase of subsidiary undertakings, net of cash acquired

 

(3,403)

(4,997)

Purchase of other intangible assets

 

(834)

(896)

Proceeds on disposal of property, plant and equipment

 

78

18

Net cash used in investing activities

 

(21,631)

(22,116)

Cash flow from financing activities

 

 

 

New borrowings

 

15,200

-

Repayment of borrowings

 

(14,281)

(463)

Interest paid

 

(436)

(202)

Arrangement fee

 

(150)

-

Dividends paid to shareholders

 

(3,686)

(3,020)

Purchase of own shares for Treasury

 

(5,397)

(1,323)

Issue of share capital from Treasury

 

193

163

Net cash used in financing activities

 

(8,557)

(4,845)

Net (decrease) in cash and cash equivalents

 

(5,614)

(575)

Cash and cash equivalents at the beginning of the period

 

8,017

8,634

Foreign exchange

 

(2)

(42)

Cash and cash equivalents at the end of the period

12

2,401

8,017

 

 

Notes to the accounts

 

1. General information

 

Sepura plc ("the Company") is a public limited company incorporated and domiciled in England and Wales with registered number 04353801, whose Ordinary shares of £0.0005 each are traded on the Official List of the London Stock Exchange. The Company's registered office is Radio House, St Andrew's Road, Cambridge, CB4 1GR, England.

 

The Board of Directors approved this preliminary announcement on 7 July 2015. Whilst the financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union, this announcement does not itself contain sufficient information to comply with all the disclosure requirements of IFRS and does not constitute statutory accounts of the Company within the meaning of section 435 of the Companies Act 2006.

 

The auditors have reported on the results for the periods ended 27 March 2015 and 28 March 2014. Their reports were not qualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

Statutory accounts for the period ended 27 March 2015 will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Details of the resolutions to be proposed at that meeting will be included in the notice of Annual General Meeting to be sent to shareholders. Further copies of the report will be available from the Company Secretary and on the Company's website at www.sepura.com.

 

 

2. Basis of preparation

 

This consolidated financial information has been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union, the IFRS Interpretations Committee (formerly the International Financial Reporting Interpretations Committee ("IFRIC")) interpretations and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

 

The consolidated financial information has been prepared on a going concern basis and under the historical cost basis, except for certain financial instruments that have been measured at fair value.

 

The Company has prepared this consolidated financial information for the period to 27 March 2015, being the nearest Friday to the end of the period.

 

For the purposes of the preparation of this consolidated financial information, the Group has applied all standards and interpretations that are effective for accounting periods beginning on or after 29 March 2014, none of which had an impact on the reported results of the Group.

 

 

3. Acquisition of Fylde Micro Limited

 

On 20 May 2014 the Group announced the acquisition of the entire share capital of Fylde Micro Limited, ("Fylde"), which designs and manufactures trunking controllers that enable a simple, low-risk and cost-effective migration from analogue to digital networks. The acquisition of Fylde expands the Group's addressable market by broadening the Group's product portfolio. The initial cash consideration was £2.75 million, with a subsequent additional payment of £450,000 based on the net assets at the date of acquisition. Further contingent consideration of up to £3.5 million was payable in cash if Fylde achieved EBIT targets over an earn-out period, none of which was linked to future employment. Subsequent to the acquisition, the terms of the earn-out were amended to include technical milestones as well as EBIT. As a result, in accordance with IFRS 3 "Business Combinations", part of the contingent consideration now represents future management remuneration that will be charged to the income statement as it is incurred. Reflecting this, and the first year's post acquisition performance, the related liability that had been recognised on acquisition has been released through the income statement and included within non-recurring items.

 

The provisional book and fair values of the assets and liabilities acquired are as follows:

 

 

Book value€'000

Fair valueadjustments€'000

Provisionalfair value€'000

Intangible assets

-

2,402

2,402

Property, plant and equipment

33

-

33

Deferred tax

-

(480)

(480)

Inventories

253

-

253

Trade and other receivables

263

-

263

Cash at bank and in hand

548

-

548

Income tax payable

(144)

-

(144)

Trade and other payables

(135)

-

(135)

Net assets acquired

818

1,922

2,740

Goodwill

 

 

5,624

Purchase consideration, including contingent consideration

 

 

8,364

 

 

 

 

The purchase consideration comprises:

 

 

 

Cash consideration paid on completion

 

 

3,951

Deferred consideration payable in cash

 

 

4,413

Purchase consideration, including contingent consideration

 

 

8,364

 

 

 

 

 

Intangible assets acquired relate to existing customer contracts and relationships together with intellectual property and the business' brand name. These are being amortised over the expected useful economic lives, which have been assessed as five years. The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition, Fylde's assembled workforce and future profits arising from access to new markets. None of the goodwill on this acquisition is expected to be deductible for tax.

 

The Group incurred €882,000 of costs in connection with acquisition and subsequent restructuring that have been charged to the consolidated income statement as non-recurring items.

 

Fylde reported a profit after tax for the year ended 31 December 2013 of £1,000. Fylde contributed €1.5 million of revenues and a loss of €0.4 million, after deducting amortisation of acquired intangibles, to the Group's results for the period, while the Group's revenue and earnings would have been €131.6 million and €15.2 million respectively if Fylde had been a member of the Group for the whole period.

 

4. Adjusted performance measures

 

The Group presents adjusted figures as key performance measures in addition to those reported under IFRS. These adjusted figures, comprising EBITDA, adjusted EBITDA, adjusted operating profit and adjusted operating margin, exclude certain non-operational or non-cash items and so, in management's view, better reflect the underlying trading performance of the Group. They may not be comparable to measures with a similar description used by other entities, Earnings before interest, tax, depreciation and amortisation has been calculated as follows:

 

 

2015€'000

2014€'000

Increase

Operating profit

17,087

14,427

18%

Depreciation

1,801

1,445

 

Amortisation

8,428

9,588

 

EBITDA

27,316

25,460

7%

Non-recurring items (see below)

1,196

590

 

Reversal of capitalised development costs

(13,108)

(12,536)

 

Reversal of the IFRS 2 share-option charge

1,262

664

 

Reversal of the NI payable on the shares subject to theIFRS 2 share-option charge

301

238

 

Adjusted EBITDA

16,967

14,416

18%

 

 

 

 

 

 

Adjusted operating profit has been calculated as follows:

 

 

2015€'000

2014€'000

Increase

Operating profit

17,087

14,427

18%

Adjustments

 

 

 

Non-recurring items (see below)

1,196

590

 

Reversal of capitalised development costs

(13,108)

(12,536)

 

Reversal of associated amortisation

6,747

8,080

 

Reversal of amortisation of acquired intangibles

1,518

1,010

 

Reversal of the IFRS 2 share-option charge

1,262

664

 

Reversal of the NI payable on the shares subject to theIFRS 2 share-option charge

301

238

 

Adjusted operating profit

15,003

12,473

20%

 

 

 

 

Adjusted operating margin, being adjustedoperating profit divided by revenue

11.4%

10.7%

 

 

 

 

 

 

Non-recurring costs relate to €532,000 of costs, primarily professional fees, in connection with the acquisition of Fylde described in Note 3, together with €350,000 of subsequent restructuring costs, and initial costs of €864,000 in connection with the acquisition of Teltronic SAU, which completed subsequent to the end of the period as described in Note 13. Following amendments to the terms of the Fylde earn-out, and reflecting the first year's post-acquisition performance, €2,320,000 of deferred consideration that had been recognised on acquisition will now be treated as future management remuneration and accordingly this amount has been released to the income statement.

 

While the Board will continue to pursue full settlement of the amounts outstanding under a Greek public safety contract, given the current economic situation in Greece, which makes the timing and value of any payments uncertain, the Group has provided €1,770,000, being the total financial exposure.

 

 

Adjusted operating costs have been calculated as follows:

 

For the period ended 27 March 2015

Selling,marketing anddistributioncosts€'000

Researchanddevelopmentcosts€'000

Administrativeexpenses€'000

Total€'000

Per consolidated income statement

19,995

10,394

13,176

43,565

Adjustments

 

 

 

 

Non-recurring items

(1,770)

-

574

(1,196)

Reversal of capitalised development costs

-

13,108

-

13,108

Reversal of associated amortisation

-

(6,747)

-

(6,747)

Reversal of amortisation of acquired intangibles

-

-

(1,518)

(1,518)

Reversal of the IFRS 2 share-option charge

-

-

(1,262)

(1,262)

Reversal of the NI payable on the shares subject to theIFRS 2 share-option charge

-

-

(301)

(301)

Adjusted operating costs

18,225

16,755

10,669

45,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the period ended 28 March 2014

Selling,marketing anddistributioncosts€'000

Researchanddevelopmentcosts€'000

Administrativeexpenses€'000

Total€'000

Per consolidated income statement

16,625

12,228

12,039

40,892

Adjustments

 

 

 

 

Non-recurring items

-

-

(590)

(590)

Reversal of capitalised development costs

-

12,536

-

12,536

Reversal of associated amortisation

-

(8,080)

-

(8,080)

Reversal of amortisation of acquired intangibles

-

-

(1,010)

(1,010)

Reversal of the IFRS 2 share-option charge

-

-

(664)

(664)

Reversal of the NI payable on the shares subject to theIFRS 2 share-option charge

-

-

(238)

(238)

Adjusted operating costs

16,625

16,684

9,537

42,846

 

 

 

 

 

 

 

5. Income tax expense

 

 

 

2015€'000

2014€'000

Current tax:

 

 

 

Overseas income tax for the period

 

457

769

Deferred tax:

 

 

 

Origination and reversal of temporary differences

 

1,125

1,200

Adjustment in respect of prior periods

 

-

(1,428)

Impact of change in UK tax rate

 

-

512

Total tax in consolidated income statement

 

1,582

1,053

 

 

 

 

 

Factors affecting the tax expense for the period

The tax expense for the period is different from the standard rate of corporation tax in the UK, which was 21% (2014: 23%). The differences are explained below:

 

 

 

2015€'000

2014€'000

Tax reconciliation

 

 

 

Profit before income tax

 

16,658

14,183

At standard rate of corporation tax in the UK

 

3,498

3,262

Effects of:

 

 

 

Research and development enhanced expenditure

 

(828)

(735)

Patent box

 

(447)

(498)

Expenses not deductible for tax purposes

 

132

65

Accelerated capital allowances

 

-

23

Employee share options

 

(773)

(148)

Impact of change in UK tax rate

 

-

512

Adjustment in respect of prior periods

 

-

(1,428)

Total tax expense (see above)

 

1,582

1,053

Effective tax rate

 

9%

7%

 

 

 

 

 

The Finance Act 2013, which provides for reductions in the main rate of corporation tax from 23% to 21% effective from 1 April 2014 and to 20% effective from 1 April 2015, was substantively enacted on 2 July 2013. These rate reductions have been reflected in the calculation of deferred tax at the balance sheet date.

 

 

6. Earnings per share

 

Basic earnings per share has been calculated by dividing earnings attributable to owners of the parent by the weighted average number of shares of the Company for each period. For diluted earnings per share, the weighted average number of shares is adjusted to allow for the conversion of all dilutive equity instruments.

 

 

 

2015

 

 

2014

 

 

Before non-recurringitems

Non-recurringitems

After non-recurringitems

Before non-recurringitems

Non-recurringitems

 

After non-recurringitems

Earnings attributable to owners of theparent (€'000)

16,016

(940)

15,076

13,584

(454)

13,130

Number of shares

 

 

 

 

 

 

Basic weighted average numberof shares ('000)

138,056

138,056

138,056

138,057

138,057

138,057

Effect of dilutive securities:

 

 

 

 

 

 

Employee incentive plans ('000)

1,041

1,041

1,041

1,160

1,160

1,160

Diluted weighted averagenumber of shares ('000)

139,097

139,097

139,097

139,217

139,217

139,217

Basic EPS (c)

11.6

(0.7)

10.9

9.8

(0.3)

9.5

Diluted EPS (c)

11.5

(0.7)

10.8

9.8

(0.4)

9.4

 

 

 

 

 

 

 

 

The Group presents an adjusted earnings per share figure which excludes non-recurring items, the capitalisation of development costs (together with associated amortisation), the amortisation of acquired intangibles and the IFRS 2 share-option charge, all net of UK Corporation Tax at the standard rate. This adjusted earnings per share figure has been based on adjusted basic earnings for each financial period and on the same number of diluted weighted average shares in issue as the GAAP earnings per share calculation above.

 

 

2015€'000

2014€'000

Earnings attributable to owners of the parent

15,076

13,130

Adjustments

 

 

Non-recurring items

1,196

590

Reversal of capitalised development costs

(13,108)

(12,536)

Reversal of associated amortisation

6,747

8,080

Reversal of amortisation of acquired intangibles

1,518

1,010

Reversal of the IFRS 2 share-option charge

1,262

664

Reversal of the NI payable on the shares subject to the IFRS 2 share-option charge

301

238

 

(2,084)

(1,954)

Effect of UK Corporation Tax at 21% (2014: 23%)

438

449

Net of UK Corporation Tax at 21% (2014: 23%)

(1,646)

(1,505)

Adjusted earnings attributable to owners of the parent

13,430

11,625

Adjusted diluted EPS (c)

9.7

8.4

 

 

 

 

 

7. Dividends

 

The Directors have proposed a final dividend in respect of the financial period ended 27 March 2015 of 1.71p per Ordinary share, totalling approximately €4.3 million based on the Ordinary shares in issue at the date of this document. The proposed dividend is subject to approval by shareholders and has not been included as a liability in these financial statements.

 

During the current and prior periods the Company paid the following dividends:

 

 

 

2015€000

2014€000

FY15 Interim dividend of 0.69p per Ordinary share

 

1,255

-

FY14 Final dividend of 1.41p per Ordinary share

 

2,431

-

FY14 Interim dividend of 0.59p per Ordinary share

 

-

966

FY13 Final dividend of 1.17p per Ordinary share

 

-

2,054

 

 

3,686

3,020

 

 

 

 

 

 

8. Borrowings and facilities

 

Borrowings outstanding at the end of the period

 

 

2015€'000

2014€'000

Bank borrowings, all of which are denominated in Euros, are repayable as follows:

 

 

Within one year

2,983

2,182

In the second year

170

311

In the third to fifth year inclusive

376

339

 

3,529

2,832

Less: amounts due for settlement within 12 months (shown under current liabilities)

(2,983)

(2,182)

Amount due for settlement after 12 months

546

650

 

 

 

 

Bank borrowings comprise drawdowns under the Group's Revolving Credit Facility, net of fees, of €1,131,000 (that bear interest at LIBOR plus 1.35%), and loans acquired with Sepura Systems GmbH and Portalify OY. Bank borrowings at Sepura Systems GmbH comprise an export loan of €1,500,000, which bears interest at 1.85% and a term loan of which €321,000 is outstanding, is repayable in monthly instalments of €11,000 and bears interest at 4.56%. Bank borrowings at Portalify OY comprise development funding loans of €539,000, which are repayable in annual instalments through to 2017 and bear interest at the Bank of Finland base rate less 3% (subject to a minimum of 1%), and €38,000 of other loans repayable monthly or quarterly that bear interest at rates ranging from 1% to 6%.

 

Facilities

 

On 2 October 2014 the Group increased its revolving credit facility to €35 million, with an extended life of five years from that date. The total costs associated with extending the facility were €150,000, which, together with the unamortised fees for the original facility of €96,000, were being amortised over the life of the facility. The facility was secured by a fixed and floating charge over the Group's assets, and included covenants which were tested quarterly. The facility was refinanced after the end of the period as part of the acquisition of Teltronic described in Note 13.

 

9. Provisions

 

At the end of the period provisions included €7.0 million of contingent consideration relating to the acquisition of Fylde Micro Limited, as explained in Note 3 above, and Portalify OY, acquired in the prior period.

 

10. Share capital

 

Authorised share capital

 

 

2015

 

2014

 

Number

£

€000

 

Number

£

€000

Authorised

 

 

 

 

 

 

 

Ordinary shares of £0.0005 each

400,000,000

200,000

227

 

400,000,000

200,000

227

 

 

 

 

 

 

 

 

 

Issued share capital

During the current and prior period the following changes occurred in the Company's issued, allotted and fully paid share capital of Ordinary shares of £0.0005 each:

 

 

Number

£

Sharecapital€000

Sharepremium€000

At 30 March 2013

137,318,580

68,659

78

-

Exercise of options underemployee share option schemes

25,517

13

-

-

Issue of shares to settle contingent consideration relating to the acquisition of 3T Communications AG

1,301,334

651

1

999

At 28 March 2014 and 27 March 2015

138,645,431

69,323

79

999

 

 

 

 

 

 

Treasury shares

During the period the following changes occurred in the number of Ordinary shares held in Treasury:

 

 

Number

Aggregateconsideration€000

Employee consideration€000

At 30 March 2013

131,983

 

 

Purchase of Ordinary Shares for Treasury

850,000

1,323

-

Exercise of options under employee share option schemes

(478,551)

-

163

At 28 March 2014

503,432

 

 

Purchase of Ordinary Shares for Treasury

2,880,867

5,397

 

Exercise of options under employee share option schemes

(2,164,200)

-

193

At 27 March 2015

1,220,099

 

 

 

 

 

 

 

 

11. Cash generated from operations

 

 

 

2015€'000

2014€'000

Profit before income tax

 

16,658

14,183

Adjustments for:

 

 

 

Depreciation charges

 

1,801

1,445

Amortisation charges

 

8,428

9,588

Equity settled share based payment charge

 

1,262

664

Financial income

 

(55)

(6)

Financial expense

 

484

250

Cash generated from operations before movements in working capital

 

28,578

26,124

(Increase) decrease in inventories

 

(1,397)

1,330

(Increase) decrease in trade and other receivables

 

(8,730)

(4,766)

Increase in trade and other payables

 

9,405

3,919

Decrease in provisions

 

(2,651)

(161)

Movements in working capital

 

(3,373)

322

Cash generated from operations

 

25,205

26,446

 

 

 

 

Cash conversion

 

88%

101%

 

 

 

 

Cash conversion is calculated as cash generated from operations divided by cash generated from operations before movements in working capital.

 

12. Reconciliation of cash flows to movements in net funds (debt)

 

 

 

2015€'000

2014€'000

Net decrease in cash and cash equivalents

 

(5,614)

(575)

Net (drawdown) repayment of borrowings

 

(919)

463

Arrangement fee

 

150

-

Changes in net funds (debt) resulting from cash flows

 

(6,383)

(112)

Amortisation of debt issue costs

 

(48)

(48)

Borrowings acquired with subsidiary undertaking

 

-

(1,098)

Net movements in net funds (debt)

 

(6,431)

(1,258)

Net funds at the beginning of the period

 

5,305

6,605

Foreign exchange

 

(2)

(42)

Net (debt) funds at the end of the period

 

(1,128)

5,305

Net (debt) funds comprises:

 

 

 

Cash and cash equivalents

 

2,401

8,017

Gross borrowings: Amounts due within one year

 

(3,031)

(2,182)

Amounts due after one year

 

(720)

(650)

Unamortised loan arrangement fees

 

222

120

 

 

(1,128)

5,305

 

 

 

 

 

13. Post balance sheet event

 

On 1 May 2015 the Company announced the proposed acquisition of Teltronic SAU for aggregate consideration €127.5 million, to be funded through a firm placing and offer of 46,538,461 Ordinary shares in the Company at 130p per share and a new debt facility of €120 million. The acquisition was approved by shareholders on 21 May 2015 and completed on 27 May 2015.

The preliminary provisional book and fair values of the assets and liabilities acquired are as follows:

 

 

€'000

Intangible assets

 

7,394

Property, plant and equipment

 

4,540

Non-current financial assets

 

3,055

Deferred tax asset

 

7,067

Inventories

 

7,889

Trade and other receivables

 

37,702

Taxes and government grants receivable

 

2,589

Other current assets

 

1,201

Cash and cash equivalents

 

2,776

Borrowings

 

(15,786)

Derivative financial instruments

 

(614)

Trade and other payables

 

(22,155)

Provisions

 

(4,643)

Tax liabilities

 

(2,142)

 

 

 

Net assets acquired

 

28,873

Goodwill and purchased intangibles arising on acquisition

 

98,627

Purchase consideration

 

127,500

 

 

 

The purchase price allocation has not yet been finalised given that the acquisition was completed on 27 May 2015. This exercise is expected to be completed during the first half of the current financial year and the appropriate amount will be recorded as purchased intangibles, with the balance being attributable to goodwill.

The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition, Teltronic's assembled workforce and future profits arising from access to new markets. None of the goodwill on this acquisition is expected to be deductible for tax. Acquisition costs are expected to be approximately €2,500,000, of which €864,000 have been charged to administrative expenses in the consolidated income statement for the year ended 27 March 2015 and the remainder will be charged to administrative expenses in the consolidated income statement for the year ending 1 April 2016.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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