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Audited final results

4th Jun 2013 07:00

RNS Number : 1928G
Sepura PLC
04 June 2013
 



 

Sepura PLC

 

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

 

 

Audited final results for the period ended 29 March 2013

 

 

Record revenues delivered by market expansion strategy

Continued gross margin improvement

Growth and operational efficiencies deliver 34% increase in adjusted operating profit 1

 

 

Sepura, a leading global provider of TETRA digital radio products and systems, today announces its audited final results for the period ended 29 March 2013.

 

Financial highlights

 

§ Revenues up 26% to €104.8 million, comprising:

§ 12% organic increase in terminal revenues to €93.3 million

§ Infrastructure revenues of €11.5 million

 

§ Adjusted operating profit 1 up 34% to €10.5 million

 

§ Operating cash conversion of 119% (2012: 82%) and closing net cash of €6.6 million (2012: €6.6 million)

 

§ Full year dividend increased by 15%

 

§ Gross margin strengthened by 0.3%, with organic terminal gross margins up 0.8% on constant currency basis

 

§ IFRS operating profit up 67%

 

Operational highlights

 

§ Strong demand across core markets

§ Record deliveries in Germany as roll-out accelerates

§ First 5,000 radios delivered under the UK ambulance refresh

 

§ Medium term growth drivers validated

§ Sepura Systems acquisition fully integrated

§ ATEX portfolio expanded and 8,500 ATEX radios shipped

 

§ Long term growth prospects enhanced as global TETRA adoption continues

§ First fleet of TETRA radios deployed in North America

§ Customers in 29 countries purchased > 500 radios (2012: 26)

 

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

 

"We have delivered record revenues this year and substantially increased operating profit and cash generation. This is as a direct result of the actions we have taken over the last three years to transform Sepura's growth potential as we evolve from a TETRA terminals business into a geographically diverse critical communications solutions provider.

 

"We have expanded our product portfolio, developed a compelling proposition with our new infrastructure offering, and grown our international presence, including into North America. We look forward to further growth in the years ahead as we continue to develop our one-stop solution for mission critical communications."

 

 

Summary financial information

29 March 2013

30 March 2012

Total revenue

€104.8m

€83.0m

+ 26%

Gross margin

47.9%

47.6%

+ 0.3%

Adjusted operating profit 1

€10.5m

€7.8m

+ 34%

IFRS operating profit

€8.2m

€4.9m

+ 67%

Adjusted EBITDA 1

€12.5m

€9.6m

+ 30%

Adjusted diluted EPS 1

7.8c

6.0c

+ 30%

Diluted EPS

6.5c

4.4c

+ 48%

Dividend

1.68p

1.46p

+ 15%

 

(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.

 

 

- Ends -

 

 

Sepura will hold an analyst presentation at 9.00 am today in the offices of Investec, 2 Gresham Street, London, EC2V 7QP. The presentation slides will be available on the investor relations pages of the Company's website following the event at: http://investors.sepura.com.

 

The 2013 Annual Report will be distributed to Shareholders on 14 June 2013, together with the Notice of the Annual General Meeting to be held on Monday 22 July 2013.

 

 

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

Pelham Bell Pottinger

Archie Berens

Olly Scott

Charlie Goodwin

+44 20 7861 3112

 

 

Notes to editors

 

Sepura is a global leader in the design, manufacture and supply of TETRA digital radios, infrastructure and applications. We provide specialist solutions for the public safety, transportation, oil and gas, mining, utilities, industrial and other commercial sectors.

 

The Group offers one of the broadest ranges of TETRA products available and is often first to deliver innovative products and features to its markets. The recent acquisition of specialist TETRA infrastructure systems supplier, 3T - now rebranded Sepura Systems - enhances Sepura's capability through the addition of powerful and easy-to-deploy systems.

 

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.

 

Based in Cambridge, England and with over 300 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 delighted to report we have delivered record revenues this year and substantially increased operating profit and cash generation. This is as a direct result of the actions we have taken over the last three years to transform Sepura's growth potential as we evolve from a TETRA terminals business into a geographically diverse critical communications solutions provider.

 

Our strong performance during the year across all areas of our business is reflected in our strong balance sheet and cash generation. This has enabled us to repay the financing for the acquisition of infrastructure supplier 3T Communications AG within nine months of completion, and to increase our dividend by 15% to 1.68p per share.

 

Integrated solutions combining infrastructure, terminals and applications are increasingly important to critical communications professionals. To meet this demand we acquired 3T, which is now fully integrated and rebranded as "Sepura Systems". We look forward to further success as we expand Sepura Systems' international reach through our existing routes to market, and expand our software and applications offering.

 

Our new "Intrinsically Safe" ATEX radio has generated revenues of over €11 million in its first full year of production while our STP9000 radio was launched ahead of schedule, and now sets the benchmark for Private Mobile Radio users across the globe. Neither would have been possible without our considerable investment in innovation and product design, and the skill and dedication of our engineers.

 

We have increased our presence internationally, and across more market verticals. Commercial revenues have grown by a further 66%, representing 29% of our total revenues compared to 5% three years ago. The licensing of TETRA in North America represents a significant opportunity in which we continue to invest, and we are pleased to report a further contract win, with New Gold Mining.

 

Our core markets have performed strongly during the year. We retained all of our UK customers, while displacing incumbent suppliers both in the UK and internationally. We have also won additional new contracts in Germany, where the network rollout has accelerated and our installed base of radios in use now exceeds that of the UK.

 

The transformation of our business into the mission critical communications company it is today has required considerable effort and dedication from all of our employees, and I would like to thank them for their contribution to such a successful year. I would also like to thank Tony Illsley and David Tilston, who are stepping down from the Board at the forthcoming AGM, for their substantial and valuable contributions and service to Sepura since the Company listed in 2007. We wish them well for the future. I am delighted that Nigel Smith and Gordon Stuart have agreed to join the Board from the forthcoming AGM. Their knowledge and experience will be of enormous value to Sepura as we continue to develop and grow our business.

 

John Hughes, CBE

Chairman

3 June 2013

 

 

Business Review - operational review

 

 

Even as the digital migration from increasingly obsolete analogue technologies gathers pace, the digital communications market itself continues to evolve. TETRA remains the digital communication standard of choice for public safety and mission-critical commercial customers outside North America. Our core markets have performed strongly and we are seeing a number of exciting trends in new markets which Sepura is ideally positioned to address.

 

 

Germany: Further contract wins as the network deployment accelerates

 

Germany is expected to remain our largest market for the foreseeable future. We have been encouraged by the increasing speed at which the network infrastructure is now being deployed, and during the period we delivered 46,000 radios to public safety users, compared to 35,000 last year. We are seeing increased tendering from small public safety agencies in counties outside the principal cities where the TETRA network is now operational. Our established reputation as market leader, combined with our reputation for customer service in conjunction with our German partner Selectric, has already led to contracts from several such counties.

 

 

Reinforcing our position in core markets

 

We have maintained our focus on serving our existing customers. One example of a successful, long-term relationship is that with our largest UK customer, the Department of Health. Earlier this year we announced that we had been selected to refresh its fleet of approximately 13,000 hand-held radios with our latest STP9000 radios, and we delivered the first 5,000 during the last quarter of the period. We also delivered 11,000 radios to other UK customers who were refreshing their ageing fleets, some of whom chose Sepura in preference to their existing suppliers, and we secured major public safety contracts in Russia, including 9,000 terminals for use at the 2014 Winter Olympics in Sochi, together with Sweden, the Netherlands and Norway.

 

We now have an installed base of approximately 1 million radios which are generating a growing base of recurring revenues, including approximately €6.6m of revenues from the sale of ancillaries, spares and services in the UK, the most mature TETRA market.

 

 

Delivering innovation: ATEX

 

We have expanded our ATEX family since its launch last year, and have secured major projects including Australian Liquid Natural Gas refineries, Middle Eastern Petrochemical facilities, North Sea oil rigs and, much closer to home, UK military police teams. We delivered 8,500 ATEX radios, representing more than 20% of this niche, but margin enhancing, market during the first full year of production.

 

 

Commercial users continue to adopt TETRA

 

Many of the customers for both our ATEX products and Sepura Systems are commercial organisations. Commercial revenues increased by 66% and represented 29% of our total revenues for the period, compared to 22% last year. We secured major contracts in all of our key market verticals, including airports, transportation, power generation, oil and gas and mining, and expect to see sustained long-term growth from all of these market segments.

 

The TETRA opportunity in North America

 

The United States Federal Communications Commission announced its formal rule-making in favour of TETRA on 21 September 2012. Although this limits the use of TETRA to a specific range of radio frequencies, we have been invited to tender for an increasing number of opportunities across the United States as commercial organisations seek to benefit from the cost-effective and technically superior solution that TETRA offers. While many of these may not be awarded in the near future, we are encouraged by the interest that is being shown in TETRA - and Sepura -in the world's largest Private Mobile Radio market. Our presence in North America is therefore being expanded through the recruitment of a local sales team and the appointment of more partners. We are confident of replicating our initial early wins in Canada with BC Hydro and New Gold Mining.

 

 

Delivering integrated solutions: The Critical Communications Company

 

The deployment of new TETRA networks has transitioned from primarily national, multi-site and multi-agency networks to include a large number of smaller, frequently single site, networks, primarily for use by individual commercial organisations. While the components of public safety networks and terminals were typically procured from multiple vendors, commercial users have changed the digital communications procurement model. They have a clear preference for a single supplier delivering their complete solution.

 

As the first step towards satisfying this need we acquired 3T Communications AG. We have now integrated 3T's existing operations into our core business and our combined sales team go to market under the Sepura brand. 3T historically had a strong presence in a limited number of markets, primarily Austria, Germany and Russia, and we have now successfully promoted Sepura Systems' products into new geographies where we are already recognised as market leader. Significant early successes include a contract to supply TETRA networks and terminals to four airports in Malaysia, a market where we have an installed base of 40,000 public safety radios; a city-wide network for public safety users in Iraq, where we have an installed base of over 30,000 public safety radios; Audi's principal manufacturing site and test track at Ingolstadt; the Austrian highways agency ASFINAG; and the research campus at CERN.

 

However, many organisations increasingly require a solution that extends beyond the network and its terminals. We have therefore been developing a wide range of productivity tools and applications that solve customers' specific operational issues. This will broaden our customer relationship and generate recurring revenues over a ten to fifteen year cycle. We expect to make additional investment in this area as we further enhance the capabilities of our Critical Communications Company.

 

 

Investing in the long-term future of Sepura

 

While much of our product development focus has been on products that generate more immediate returns, such as ATEX, we continue to invest for the longer term future of Sepura. An increasing proportion of our development effort is invested in our "next generation" platform, which we expect to introduce across our product portfolio during FY15. We are also investing in the next generation of engineers through our apprenticeship scheme in conjunction with Cambridge Regional College. We are confident that they will make as valuable a contribution to our future success as the highly skilled and experienced engineers who will be coaching them through the important early stages of their careers.

 

 

Outlook

 

We delivered strong results in FY13, and the trends outlined above have continued into the current year with trading in line with the Board's expectations.

 

We expect to see further growth as we expand into more new markets and win further refresh business. This, combined with the investments we will be making to deliver our next generation of products, will enhance the medium to long term prospects of the Group.

 

Gordon Watling

Chief Executive Officer

3 June 2013

 

 

 

Financial review

 

 

Revenue

 

We delivered record revenues of €104.8 million, up 26% from last year's €83.0 million as a result of strong organic growth and the acquisition of Sepura Systems (formally 3T). The total number of radios shipped increased by 3% from 150,000 to 154,000. The Average Revenue Per Unit Shipped for the terminals business increased to €607 (2012: €553) due to increasing ATEX volumes, increasing commercial revenues and demand for additional accessories from our installed base of radios.

 

 

Gross margin

 

The Group's gross margin increased from 47.6% to 47.9%. This was despite the dilutive impact of the 3T acquisition and increased sales to Germany. The gross margin of the terminals business strengthened from 47.6% to 48.4% on a constant currency basis. Although we purchase our products in Euros, our sub-contract manufacturing ("CEM") partners purchase a significant proportion of their components in US$. The volatility of the US$ against the Euro during the year had an adverse impact on pricing from our CEM partners during the second half of the year; on a constant currency basis the terminals gross margin increased by 0.8%. Key factors driving that increase in the terminals gross margin are the full year contribution from our high gross margin ATEX portfolio and the cost-reduction programmes launched during the first half of last year, such as the transfer of volume production to a new CEM partner and designing third-party IP out of our products.

 

We are already seeing the impact of leveraging our existing supply chain, design experience and manufacturing relationships across Sepura Systems' product portfolio.

 

 

Research and development costs

 

Gross expenditure on R&D increased by 10% to €15.8 million (2012: €14.3 million); excluding Sepura Systems' development costs, gross expenditure was flat at €14.5 million. We have completed the relocation of Sepura Systems' UK development team to our Cambridge offices, reducing overheads and encouraging closer cooperation as we implement an integrated product roadmap for our entire product portfolio.

 

Our research and development during the period has continued to focus on maintaining our product leadership. We have expanded our ATEX product portfolio, including the launch of a full keypad version for those customers requiring easy access to a broader range of functionality. We launched the STP9000 family in September 2012, ahead of schedule, while continuing to invest in our next generation platform and developing solutions to specific needs of customers and markets. This investment will increase over the next few years as we prepare to release our next generation products based on the new platform.

 

Capitalised terminal development expenditures represented 82% (2012: 82%) of related gross development spend. Sepura Systems has historically engaged in fewer longer-term development projects that meet the capitalisation criteria under IFRS, and so including Sepura Systems reduces the overall capitalisation rate for the period to 76%.

 

The amortisation charge for the period decreased to €10.2 million (2012: €11.2 million) as the development expenditure on several of our older products is now fully amortised, and an increasing proportion of our research and development expenditure is on long-term projects, such as our next generation platform, on which amortisation has yet to commence.

 

 

Selling, marketing, distribution and administrative expenses

 

Selling, marketing and distribution costs increased by 48% to €15.5 million (2012: € 10.5 million before non-recurring costs); excluding the costs incurred by Sepura Systems the increase was 24% to €13.0 million. This reflects the incremental costs incurred to generate the record revenues for the period, and our continued investment in the Group's routes to market. Additional sales resources have been recruited to address the opportunities we see in the Latin America and Asia Pacific regions, which has necessitated the incorporation of local companies and branches to facilitate employment and business in these geographies, with a corresponding increase in costs. The Sepura Systems' sales team is integrated into our wider sales organisation as we now go to market with a single solution under the Sepura brand.

 

The total cash operating costs of the terminals business, being the gross R&D expenditure, sales and marketing costs and administrative expenses (excluding non-recurring costs and the IFRS 2 share option cost), increased by 12% to €35.4 million (2012: €31.7 million) as a result of further investment in research and development and routes to market. The strong performance during the period has triggered the first award under the Group's short-term incentive plan, which contributed €1.3 million to the increase in operating costs. This, together with the operating costs of Sepura Systems, contributed to an increase in total cash operating costs of 25% to €39.7 million.

 

 

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. The increase in revenues, strengthened gross margin, and targeted investment have driven a 34% increase in adjusted operating profit for the period to €10.5 million, (2012: €7.8 million). The operating profit reported under IFRS was €8.2 million (2012: €4.9 million), representing growth of 67%.

 

 

Non-recurring costs

 

The Group incurred €625,000 of costs, primarily professional fees, in connection with the acquisition of Sepura Systems, together with €1,421,000 of restructuring costs as we integrated Sepura Systems with our existing operations.

 

 

Taxation

 

There is a tax credit for the period as a result of the enhanced tax relief on our research and development expenditure. We also continue to benefit from brought forward taxable losses, and we have €9.9 million (net) of losses available for offset against future taxable profits (2012: €10.0 million). We also have deferred tax liabilities of €6.6 million (2012: €6.4 million) in relation to the development costs capitalised under IFRS, together with €0.8 million in relation to intangibles acquired with 3T, which do not represent future tax cash payments and will be released to income as the related costs are amortised.

 

Our success in growing the business means that Sepura may cease to qualify as an SME under the UK government's R&D tax credit scheme in the coming year, resulting in less tax relief on our future research and development expenditures. However the impact on our tax charge is expected to be largely mitigated by the forthcoming introduction of the 10% "patent box" regime.

 

 

EPS

 

Adjusted diluted earnings per share, based on expensing our development costs as they are incurred and excluding non-recurring costs, the IFRS 2 share option charge and the amortisation of acquired intangibles, was 7.8 € cents (2012 6.0 € cents). IFRS fully diluted earnings per share was 6.5 € cents (2012: 4.4 € cents).

 

 

Foreign exchange

 

The Euro has weakened significantly against Sterling over the last year, with the average rate for the period being €1.227 / £1 compared to €1.159 / £1 last year. As the majority of the Group's operating expenses relate to UK-based development and operations, and are incurred in Sterling, this weakening has had an adverse impact on the Group's reported results. The full impact has been mitigated by the Group's policy to put in place forward contracts to sell Euros and buy Sterling to meet the forecast Sterling expenses for the next 12 months, since the contracts which matured during the period had been contracted at more favourable rates in the preceding period.

 

The hedges outstanding at the end of the period covered £19.4 million of forecast expenses at rates ranging from €1.177 / £1 to €1.274 / £1, and with a weighted average rate of €1.239 / £1 compared to the spot rate at the end of the period of €1.183 / £1. If the Euro remains at this level against Sterling, the translation of our Sterling cost base into Euros in future years will therefore result in lower reported Euro costs than those reported for the current period.

 

 

Cash flows and financing

 

Strong cash generation and an increase in profitability have led to a significant year on year improvement, with net cash generated from operations of €26.3 million, up 72% from €15.5 million last year. This represents a cash conversion ratio of 119%, compared to 82% last year.

 

This has enabled us to repay all of the €8.5 million drawn down to finance the acquisition of 3T within 12 months of the acquisition. Based on Sepura Systems' financial performance, we expect the full contingent consideration of €5 million to be payable in the first half of the current year. Our closing cash balances at 29 March 2013 stood at €8.6 million (2012: €6.4 million), and our net cash, after deducting outstanding borrowings acquired was €6.6 million (2012: €6.6 million).

 

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

 

§ €8.5 million paid for the acquisition of 3T, including fees and net of €1.4 million of cash acquired;

§ €12.0 million (2012: €11.8 million) spent on capitalised development costs;

§ €1.5 million (2012: €2.2 million) of other capital expenditure;

§ €2.4 million (2012: €2.2 million) paid in relation to last year's final dividend and this year's interim dividend;

§ €1.7 million purchasing shares for Treasury; and

§ €0.7 million received from employees exercising SAYE options that matured during the period.

 

 

Share capital

 

During the period options over 1.7 million shares vested following the maturity of one of the Company's SAYE schemes. In anticipation of a significant uptake by employees, the Company purchased 1.8 million shares for Treasury prior to the maturity of the scheme, and subsequently issued 1.7 million shares to participating employees who exercised their options. 131,983 shares were held 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 August, with options over 1 million shares subsequently granted at an exercise price of 54p.

 

Options were also granted to senior executives under the Company's Long-Term Incentive Plan totalling 3.1 million shares (2012: 3.4 million). These will vest if targets relating to the period to 31 March 2015 are achieved.

 

 

Balance sheet

 

The strong cash performance delivered during the period reflects our focus on working capital. We have held inventory levels broadly flat, despite broadening our product portfolio. In addition, receivables have been reduced by over €4m compared to the prior period, with Days Sales Outstanding being reduced to 90 days from 124 days.

 

 

Dividends

 

The Board has proposed a final dividend of 1.17p per Ordinary share in respect of the year (2012: 0.98p), payable on 9 August 2013 to shareholders on the register at the close of business on 5 July 2013, giving a total dividend of 1.68p per Ordinary share (2012: 1.46p). This represents a 15% increase on last year's dividend, reflecting our strong balance sheet, cash generation during the year, and increasing confidence in the future.

 

Steve Chamberlain

Chief Financial Officer

3 June 2013

 

 

CONSOLIDATED INCOME STATEMENT

 

2013€'000

2012€'000

Before non-recurringcosts

Non-recurringcosts 1

After non-recurringcosts

Before non-recurringcosts

Non-recurringcosts 1

Afternon-recurringcosts

Revenue

104,772

-

104,772

82,994

-

82,994

Cost of sales

(54,592)

-

(54,592)

(43,489)

-

(43,489)

Gross profit

50,180

-

50,180

39,505

-

39,505

Selling, marketing and distribution costs

(15,518)

-

(15,518)

(10,499)

(257)

(10,756)

Research and development costs

(14,027)

-

(14,027)

(13,720)

(2,957)

(16,677)

Administrative expenses

(10,437)

(2,046)

(12,483)

(6,751)

(448)

(7,199)

Operating profit

10,198

(2,046)

8,152

8,535

(3,662)

4,873

Financial income

11

-

11

12

-

12

Financial expense

(282)

-

(282)

(306)

-

(306)

Net financial expense

(271)

-

(271)

(294)

-

(294)

Profit before income tax

9,927

 

(2,046)

7,881

8,241

(3,662)

4,579

Income tax credit

5

681

491

1,172

595

952

1,547

Profit for the period attributable to owners of the parent

10,608

(1,555)

9,053

8,836

(2,710)

6,126

Earnings per share (c)

Basic

6

7.7

(1.1)

6.6

6.4

(1.9)

4.5

Diluted

6

7.6

(1.1)

6.5

6.4

(2.0)

4.4

 

1 Non-recurring costs in the current period relate to the acquisition of Sepura Systems GmbH (formerly 3T Communications AG) described in Note 3, and subsequent restructuring costs. Non-recurring costs in the comparative period related to restructuring costs and impairment charges.

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

2013€'000

2012€'000

Profit for the period

9,053

6,126

Other comprehensive (expense) income:

Exchange translation

-

1,366

Cash flow hedges, net of taxation

(1,469)

639

Other comprehensive (expense) income

(1,469)

2,005

Total comprehensive income forthe period attributable to owners of the parent

7,584

8,131

 

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

Sharecapital€'000

Retainedearnings€'000

Totalequity€'000

At 2 April 2011

78

52,074

52,152

Profit for the period

-

6,126

6,126

Other comprehensive income for the period

-

2,005

2,005

Total comprehensive income

-

8,131

8,131

Transactions with owners

Tax on share option schemes

-

411

411

Employee share option schemes: value of employee services

-

(83)

(83)

Equity dividends paid

-

(2,237)

(2,237)

Total transactions with owners

-

(1,909)

(1,909)

At 30 March 2012

78

58,296

58,374

Profit for the period

-

9,053

9,053

Other comprehensive expense for the period

-

(1,469)

(1,469)

Total comprehensive income

-

7,584

7,584

Transactions with owners

Tax on share option schemes

-

(98)

(98)

Employee share option schemes: value of employee services

-

772

772

Equity dividends paid

-

(2,420)

(2,420)

Treasury shares purchase of own shares

-

(1,702)

(1,702)

Treasury shares - issue of shares to settle employee share options

-

671

671

Total transactions with owners

-

(2,777)

(2,777)

At 29 March 2013

78

63,103

63,181

 

 

CONSOLIDATED BALANCE SHEET

 

Note

2013€'000

2012€'000

Assets

Non-current assets

Intangible assets

41,315

28,209

Property, plant and equipment

5,452

4,022

Deferred tax asset

6,686

5,708

Total non-current assets

53,453

37,939

Current assets

Inventories

13,313

11,471

Trade and other receivables

32,357

35,417

Derivative financial instruments

-

866

Cash and cash equivalents

8,634

6,356

Total current assets

54,304

54,110

Total assets

107,757

92,049

Liabilities

Current liabilities

Borrowings

8

(1,761)

-

Derivative financial instruments

(1,077)

-

Trade and other payables

(27,368)

(24,095)

Income tax payable

(528)

(97)

Provisions

9

(5,434)

(648)

Total current liabilities

(36,168)

(24,840)

Non-current liabilities

Borrowings

8

(436)

-

Trade and other payables

(7,018)

(7,866)

Provisions

(954)

(969)

Total non-current liabilities

(8,408)

(8,835)

Total liabilities

(44,576)

(33,675)

Net assets

63,181

58,374

Shareholders' equity

Ordinary share capital

10

78

78

Retained earnings

63,103

58,296

Total equity

63,181

58,374

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

 

Note

2013€'000

2012€'000

Profit before income tax

7,881

4,579

Adjustments for:

Depreciation charges

1,392

1,072

Amortisation charges

11,871

11,888

Impairment of intangible fixed assets

-

2,302

Loss on disposal of property, plant and equipment

-

8

Equity settled share based payment charge (credit)

772

(83)

Loss (gain) on derivative financial instruments

-

(1,318)

Financial income

(11)

(12)

Financial expense

282

306

Cash generated from operationsbefore movements in working capital

22,187

18,742

(Increase) decrease in inventories

(302)

780

Decrease (increase) in trade and other receivables

4,436

(5,933)

Increase in trade and other payables

260

1,765

Decrease in provisions

(229)

(19)

Movements in working capital

4,165

(3,407)

Cash generated from operations

26,352

15,335

Income taxes received (paid)

(44)

117

Net cash generated from operating activities

26,308

15,452

Cash flow from investing activities

Interest received

11

12

Purchase of property, plant and equipment

(1,469)

(1,823)

Capitalised development costs

(11,959)

(11,798)

Purchase of subsidiary undertaking, net of cash acquired

(6,552)

-

Purchase of other intangible assets

(37)

(379)

Net cash used in investing activities

(20,006)

(13,988)

Cash flow from financing activities

New borrowings

8,500

-

Repayment of borrowings

(8,839)

(5,162)

Arrangement fee in relation to new borrowings

-

(244)

Interest paid

(234)

(277)

Dividends paid to shareholders

7

(2,420)

(2,237)

Purchase of own shares for Treasury

10

(1,702)

-

Issue of share capital from Treasury

10

671

-

Net cash used in financing activities

(4,024)

(7,920)

Net increase (decrease) in cash and cash equivalents

2,278

(6,456)

Cash and cash equivalents at the beginning of the period

6,356

12,555

Foreign exchange

-

257

Cash and cash equivalents at the end of the period

11

8,634

6,356

 

 

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 3 June 2013. 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 29 March 2013 and 30 March 2012. 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 29 March 2013 will be delivered to the Registrar of Companies following the Company's Annual General Meeting on 22 July 2013. 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 29 March 2013, 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 31 March 2012. The only new standard or amendments to published standards which has been adopted during the current period was the Amendment to IFRS 7 on transfers of financial assets, which had no impact on the reported results of the Group.

 

 

3. Acquisition of 3T Communications AG

On 16 May 2012 the Group acquired the entire share capital of 3T Communications AG, ("3T"), subsequently reregistered as Sepura Systems GmbH ("Sepura Systems"), which designs and implements small to mid-size TETRA systems predominantly for the commercial sector. The acquisition expands the Group's addressable market by broadening the Group's product portfolio. The initial cash consideration was €8 million, with contingent consideration of up to €5 million payable if Sepura Systems achieves cash EBITDA targets over an earn-out period. The first €4m of any contingent consideration payable will be settled in cash with the final €1m settled by the issue of ordinary shares in the Company.

 

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

 

Book value€'000

Fair value adjustments€'000

Fair value€'000

Intangible assets

-

4,468

4,468

Property, plant and equipment

1,114

239

1,353

Inventory

1,740

(200)

1,540

Trade and other receivables

1,680

(280)

1,400

Cash at bank and in hand

1,448

-

1,448

Borrowings

(2,282)

(254)

(2,536)

Income tax payable

(64)

-

(64)

Deferred tax

-

(957)

(957)

Trade and other payables

(2,150)

(15)

(2,165)

Net assets acquired

1,486

3,001

4,487

Goodwill

8,513

Purchase consideration, including maximum contingent consideration

13,000

The maximum purchase consideration comprises:

Cash consideration paid on completion

8,000

Deferred consideration payable in cash

4,000

Deferred consideration payable in shares

1,000

Purchase consideration, including maximum contingent consideration

13,000

 

Intangible assets acquired relate to existing customer contracts and relationships, together with the business' brand name. These are being amortised over their expected useful economic lives, which have been assessed as five years and one year respectively. The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition 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 of €560,000 have been charged to the consolidated income statement during the period.

 

3T reported a profit after tax for the year ended 31 December 2011 of €0.3 million. 3T contributed €13.0 million of revenue and €0.8 million of earnings to the Group's results for the period since acquisition, while the Group's revenue and earnings would have been €105.8 million and €9.1 million respectively if 3T 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 and adjusted operating profit, exclude certain non-operational or non-cash items and reflect the underlying trading performance of the Group.

 

Earnings before interest, tax, depreciation and amortisation has been calculated as follows:

 

2013€'000

2012€'000

Increase

Operating profit

8,152

4,873

67%

Depreciation

1,392

1,072

Amortisation

11,871

11,888

EBITDA

21,415

17,833

20%

Non-recurring costs

2,046

3,662

Reversal of capitalised development costs

(11,959)

(11,798)

Reversal of the IFRS 2 share-option charge (credit)

772

(83)

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

203

-

Adjusted EBITDA

12,477

9,614

30%

 

Adjusted operating profit has been calculated as follows:

2013€'000

2012€'000

Increase

Operating profit

8,152

4,873

67%

Adjustments

Non-recurring costs

2,046

3,662

Reversal of capitalised development costs

(11,959)

(11,798)

Reversal of associated amortisation

10,214

11,192

Reversal of amortisation of acquired intangibles

1,055

-

Reversal of the IFRS 2 share-option charge (credit)

772

(83)

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

203

-

Adjusted operating profit

10,483

7,846

34%

 

 

5. Income tax credit

The tax credit for both periods is different from the standard rate of corporation tax in the UK, which was 24% (2012: 26%). The differences are explained below:

 

2013€'000

2012€'000

Profit before income tax

7,881

4,579

At standard rate of Corporation Tax in the UK

1,891

1,190

Effects of:

Research and development enhanced expenditure

(3,304)

(3,062)

Expenses not deductible for tax purposes

16

39

Accelerated capital allowances

4

27

Effect of overseas tax rates

(13)

10

Employee share options

-

(33)

Impact of change in UK tax rate

234

409

Adjustment in respect of prior periods

-

(127)

Total tax credit

(1,172)

(1,547)

Effective tax rate

(15)%

(34)%

 

 

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.

 

2013

2012

Before non-recurringcosts

Non-recurringcosts

After non-recurringcosts

Before non-recurringcosts

Non-recurringcosts

After non-recurringcosts

Earnings attributable to owners of the parent (€'000)

10,608

(1,555)

9,053

8,836

(2,710)

6,126

Number of shares

Basic weighted average number of shares ('000)

137,319

137,319

137,319

137,319

137,319

137,319

Effect of dilutive securities:

Employee incentive plans ('000)

1,314

1,314

1,314

1,054

1,054

1,054

Diluted weighted average number of shares ('000)

138,633

138,633

138,633

138,373

138,373

138,373

Basic EPS (c)

7.7

(1.1)

6.6

6.4

(1.9)

4.5

Diluted EPS (c)

7.6

(1.1)

6.5

6.4

(2.0)

4.4

 

The Group presents an adjusted earnings per share figure which excludes non-recurring costs, the capitalisation of development costs (together with associated amortisation), the amortisation of acquired intangibles and the IFRS 2 share-option charge (credit), 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.

 

 

2013€'000

2012€'000

Earnings attributable to owners of the parent

9,053

6,126

Adjustments

Non-recurring costs

2,046

3,662

Reversal of capitalised development costs

(11,959)

(11,798)

Reversal of associated amortisation

10,214

11,192

Reversal of amortisation of acquired intangibles

1,055

-

Reversal of the IFRS 2 share-option charge (credit)

772

(83)

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

203

-

2,331

2,973

Effect of UK Corporation Tax at 24% (2012: 26%)

(559)

(773)

Net of UK Corporation Tax at 24% (2012: 26%)

1,772

2,200

Adjusted earnings attributable to owners of the parent

10,825

8,326

Adjusted diluted EPS (c)

7.8

6.0

 

 

7. Dividends

The Directors have proposed a final dividend in respect of the financial period ended 29 March 2013 of 1.17p per Ordinary share, totalling approximately €1.9m based on the Ordinary shares in issue at 29 March 2013. The proposed dividend is subject to approval by shareholders and has not been included as a liability in these financial statements.

 

During the period the Company paid an interim dividend of 0.51p per Ordinary share, totalling €864,000, in respect of the financial period ended 29 March 2013 and a final dividend in respect of the financial period ended 30 March 2012 of 0.98p per Ordinary share, totalling €1,556,000. During the prior period the Company paid an interim dividend of 0.48p per Ordinary share, totalling €809,000, in respect of the financial period ended 30 March 2012 and a final dividend in respect of the financial period ended 1 April 2011 of 0.91p per Ordinary share, totalling €1,428,000.

 

 

8. Borrowings and facilities

 

2013€'000

2012€'000

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

Within one year

1,761

-

In the second year

165

-

In the third to fifth year inclusive

271

-

2,197

-

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

(1,761)

-

Amount due for settlement after 12 months

436

-

 

Bank borrowings at Sepura Systems GmbH comprise an export loan of €1,500,000, which bears interest at 1.85%; a term loan of which €535,000 is outstanding, is repayable in monthly instalments of €11,000 and bears interest at 4.56%; and a second term loan of which €162,000 is outstanding and is repayable in quarterly instalments of €27,000.

 

In addition to the above, the Group has a five year, £18 million revolving credit facility, none of which was drawn down at the end of the period. The total costs associated with taking out the new facility were €244,000, which are being amortised over the life of the facility agreement. The facility is secured by a fixed and floating charge over the Group's assets.

 

 

9. Provisions

At the end of the period provisions included €5 million of contingent consideration relating to the acquisition of 3T as explained in Note 3 above.

 

 

10. Share capital

There were no changes in the Company's issued share capital during either period.

During the period the Company purchased 1,844,712 Ordinary shares for Treasury for aggregate consideration including costs of €1,702,000. 1,712,729 Ordinary shares were issued out of Treasury to settle the exercise of employee share options, for total consideration paid by employees of €671,000, leaving 131,983 (2012: Nil) Ordinary shares held in Treasury at the end of the period.

 

 

11. Reconciliation of cash flows to movements in net funds

 

2013€'000

2012€'000

Net increase (decrease) in cash and cash equivalents

2,278

(6,456)

Net repayment of borrowings

339

5,162

Payment of loan arrangement fee for new facility

-

244

Changes in net funds resulting from cash flows

2,617

(1,050)

Amortisation of debt issue costs

(48)

(112)

Borrowings acquired with subsidiary undertaking

(2,536)

-

Net movements in net funds

33

(1,162)

Net funds at the beginning of the period

6,572

7,553

Foreign exchange

-

181

Net funds at the end of the period

6,605

6,572

Net funds comprises:

Cash and cash equivalents

8,634

6,356

Gross borrowings: Amounts due within one year

(1,761)

-

Amounts due after one year

(436)

-

Unamortised loan arrangement fee

168

216

Net funds at the end of the period

6,605

6,572

 

 

12. Post balance sheet events

There have been no material post balance sheet events.

 

 

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

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