7th Jul 2015 07:00
AdEPT Telecom plc
("AdEPT" or the "Company")
Final results for the year ended 31 March 2015
AdEPT (AIM: ADT), a leading UK independent provider of award-winning telecommunications services for business-to-business communications, announces its results for the year ended 31 March 2015.
Financial Highlights
· Twelfth consecutive year of increased underlying EBITDA up 13.5% to £4.6m (2014: £4.0m)
· Revenue increased by 5.8% to £22.1m (2014: £20.9m)
· Underlying EBITDA margin % increased by 1.4% to 20.8% (2014: 19.4%)
· 15.8% increase to Profit Before Tax to £2.1m (2014: £1.8m)
· 15.3% increase to Profit After Tax to £1.5m (2014: £1.3m)
· 11.8% increase to Earnings Per Share of 6.90p (2014: 6.17p)
· 11.5% increase to Adjusted Earnings Per Share of 15.76p (2014: 14.13p)
· 58.3% increase to dividends declared to 4.75p (Interim 2.25p, Final 2.50p) (2014: 3.00p)
· Cash generation with free cash flow, after interest, of £4.3m (2014: £2.6m)*
· Net debt reduction of £1.5m year-on-year to £1.5m (2014: £3.0m)**
· Total interest costs reduced by 9.1% to £0.23m (2014: £0.26m)
Operational Highlights
· 15.0% increase to data connectivity and broadband revenues year-on-year
· Acquisition of entire issued share capital of Bluecherry Telecom Limited completed in April 2014
*Calculated as net cash from operating activities less interest paid.
** Calculated as cash and cash equivalents less short-term and long-term borrowings.
Commenting upon these results Chairman Roger Wilson said:
"AdEPT has delivered its 12th consecutive year of increased EBITDA and continues to deliver consistently free cash flow generation. The Company achieved a significant reduction to net borrowings despite undertaking an acquisition during the year. The continued strong cash generation has funded a 58% increase to dividends declared during the year and the Board is confident that continued focus on underlying profitability and strong cash generation will support a progressive dividend policy.
Organically the Company has strengthened its position during the year through successfully renewing and leveraging its various frameworks to increase the scale of its public sector customer base. The new larger debt facility put in place after the year end has been partially used by the Company to complete a further acquisition in May 2015, which enables the Company to extend its product portfolio to include specialist unified communications."
For further information on AdEPT please visit www.adept-telecom.co.uk or contact:
AdEPT Telecom Plc Roger Wilson, Chairman Ian Fishwick, Chief Executive John Swaite, Finance Director
|
07786 111 535 01892 550 225 01892 550 243
|
Northland Capital Partners Limited Nominated Adviser Edward Hutton / Gerry Beaney
Broking John Howes / Abigail Wayne | 020 7382 1100 |
CHAIRMAN'S STATEMENT
Review of Operations
I am pleased to report a 12th consecutive increase to underlying EBITDA, up 13.5% to £4.6m. EBITDA margin has improved further from 19.4% to 20.8%. In April 2014 AdEPT completed its 19th acquisition, the entire issued share capital of Bluecherry Telecom Limited which was fully integrated into the customer management system in Tunbridge Wells, Kent in April 2014.
AdEPT's continued strong cash flow generation resulted in £4.3m of free cash flow after interest. This free cash flow is after making corporation tax payments of £0.3m, which is considerably lower than the prior year as that included the transition to large company status for corporation tax purposes. £2.2m of free cash has been used to fund the contingent consideration of the customer base acquisition from Bluebell Telecom Limited in August 2013 and the initial consideration for the acquisition of the entire issued share capital of Bluecherry Telecom Limited. £0.7m of free cash was used to meet dividend payments to shareholders as the Company continues to apply its progressive policy.
The issue of new equity during the year to directors increasing their shareholdings following the exercise of share options resulted in a cash inflow of £0.2m, which was used by the Company to repurchase 122,203 of its own shares during the year ended 31 March 2015 at an average price of 148.9p pursuant to the stock exchange announcement issued on 18 December 2014. The Board believes that share repurchase scheme can improve stock liquidity and increase value to shareholders.
In line with its progressive policy, AdEPT has increased the dividend year-on-year by 58.3%, declaring a final dividend of 2.50p per Ordinary Share (2014: 1.50p), making total dividends declared during the year ended 31 March 2015 of 4.75p per Ordinary Share (2014: 3.00p). The Board is confident that the continued strong cash generation will support a progressive dividend policy.
AdEPT continues to provide voice and data services to its customers by offering best of breed products from all major UK networks. Continued deployment and development of 21CN data connectivity products with the tier-1 network partners has led to data and broadband revenues increasing by 15.0% in the year ended 31 March 2015. As the demand for faster data connectivity speeds continues AdEPT has seen further customer orders for 1-10Gb Services, particularly from its base of University and College customers.
Growth strategy
The strategy of the Company remains that of increasing EBITDA and free cash generation by concentrating organic sales efforts on winning direct new business with larger customers, particularly in the public sector, and complementing this with earnings enhancing acquisitions.
AdEPT has been highly successful in gaining traction in the public sector space during the past two years with a number of organic contract wins with public sector clients, including 25 Councils. During the year we also won our first NHS Trust (Berkshire) and two Housing Associations.
We continue to concentrate on winning frameworks rather than individual tenders. In July 2014 AdEPT successfully renewed its approved supplier status for a further 4 years with Ja.net which allows AdEPT to continue to sell data connectivity to UK Colleges and Universities. In October 2014 AdEPT successfully renewed its status for a further 2 years as the sole supplier under the ESPO Telecom Framework 7 for calls, lines, broadband, super-fast internet access and SIP to public sector and registered charities nationwide. In February 2015 AdEPT was also awarded approved supplier status under the G-Cloud 6 RM1557vi framework. This is in addition to AdEPT's existing framework agreement with the Crown Commercial Service under the RM1035 framework.
On 1 April 2014 the Company acquired the entire issued share capital of Bluecherry Telecom Limited. The acquisition consideration was funded from operating cash flow.
Post balance sheet events
After the balance sheet date, on 22 April 2015 the Company signed a new 5 year £15 million revolving credit facility agreement with Barclays Bank plc. This longer term facility replaced the previous £5 million revolving credit facility, which had an 18 month term remaining, and the term loan which was due for repayment by September 2015. The new revolving credit facility offers the Company significantly greater funding flexibility and is on improved commercial terms when compared to the facility which it replaces.
On 1 May 2015 the Company acquired the entire issued share capital of Centrix Limited ("Centrix") for an initial cash consideration of £7 million. Further consideration of between £Nil and £3.5 million will be payable, also in cash, dependent upon performance of Centrix post-acquisition. Centrix, based in Hook, is a well-established UK based specialist provider of complex unified communications, Avaya IP telephony, hosted IP solutions and managed services. Centrix offers its clients the delivery of complex unified communications and managed service solutions, which is an increasing requisite for AdEPT's existing and targeted enterprise and public sector customer base. Our revenue from public sector and healthcare will more than double with the acquisition. Centrix skills and product set will complement and enhance AdEPT's existing services and we will retain the office and customer service operation in Hook, Hampshire. Approximately 80% of Centrix revenue is generated from recurring revenue streams. AdEPT and Centrix have both adopted capital asset light strategies and are dedicated to offering a full suite of flexible data and unified communication strategies.
Our new banking facilities have enabled the Board to continue to identify and evaluate strategic acquisitions that are considered to meet the criteria of complementing existing business whilst adding value to our shareholders. The organic growth strategy continues to be winning larger customers and existing client retention. We also continue to target greater cross-sell penetration and development of new products.
Employees
The improved profitability and free cash flow generation this year was made possible by the continued hard work and focus of all employees at AdEPT. As a Company we are immensely proud of the track record we have created over the last 12 years and on behalf of the Board I would like to take this opportunity to thank all of our employees for their continued hard work.
Shareholder Benefits Scheme
The AdEPT shareholder benefits scheme has continued to attract new members during the year. The scheme, which is available to all shareholders owning a minimum of 250 shares, provides eligible shareholders with free residential line rental worth approximately £154 per annum for as long as they remain eligible shareholders.
Outlook
The improved EBITDA this year was underpinned by focus on underlying profitability through improving margins on customer contracts, operational efficiencies, tight credit control and strategic acquisition of a complementary customer base. The Board is confident that continued strong cash generation will support a progressive dividend policy.
The business focus for the coming year remains on continued development of organic sales through leveraging AdEPT's approved supplier status on the various telecom frameworks, maintaining profitability and cash flow generation, which will be used to reduce net borrowings and/or fund suitable earnings-enhancing acquisitions, if identified. We will therefore continue to invest in our organic sales channels, work with our network partners to develop new products, complement this with further investment in retention activities to retain customers and work with strategic partners to actively identify potential acquisition targets which meet the Company's requirements.
Roger Wilson
Non-executive Chairman
STRATEGIC REPORT
PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS
The principal activity of the Company is the provision of voice and data communication services to both domestic and business customers. A review of the business is contained in the chairman's statement and the highlights are summarised in the strategic report.
SUMMARY of three year financial performance:
Year ended March | |||||
2015 £'000 |
Year-on-Year % | 2014 £'000 |
Year-on-Year % | 2013 £'000 | |
Revenue | 22,066 | 5.8% | 20,852 | (0.8%) | 21,023 |
Gross margin | 8,298 | 9.4% | 7,584 | 4.4% | 7,261 |
EBITDA | 4,591 | 13.5% | 4,043 | 8.3% | 3,732 |
Net debt | 1,539 | 2,962 | 3,270 |
REVENUE
During the year AdEPT has continued its diversification from a traditional fixed line service provider towards next generation products. Total revenue generated from data, mobile, inbound and other services represented 27.4% of total revenue in the year ended 31 March 2015 (2014: 24.7%).
Total revenue increased by 5.8% to £22.1m (2014: £20.9m):
· Traditional fixed line revenues increased to £16.0m (2014: £15.7m), which is largely a reflection of the contribution from the Bluecherry Telecom Limited acquisition which has been partially offset by the continued impact of the OFCOM regulatory price control for mobile termination costs reducing call spend from landline to mobile networks. In addition, call volume reductions arising from continued substitution with email and mobile based telephony applied further top line pressure to call revenues. However, the Company's reliance on call revenues continues to reduce with call revenue providing only 25.3% of total revenue in the year ended 31 March 2015 (2014: 29.3%).
· Data and broadband product revenues increased by 15.0% to £3.8m (2014: £3.3m). AdEPT has continued to make progress in expanding the number of circuits and connections from new customer additions and through cross-selling into the existing customer base. As the demand for faster data connectivity speeds continues AdEPT has seen further customer orders for 1-10Gb Services.
The Company continues to focus on products delivering fixed monthly revenue streams to reduce revenue volatility. The proportion of revenue, which is fixed monthly values, increased to 65.9% of total revenue for the year ended March 2015 (2014: 63.3%) following the continued focus on multi-product sales (calls, line rental, broadband and data connectivity products) and the enhancement of the data connectivity product portfolio.
AdEPT has been highly successful in gaining traction in the public sector space during the last two years through leveraging its approved status on various frameworks; this contract success is included in the 2015 revenue figures. In July 2014 AdEPT successfully renewed its approved supplier status for a further 4 years with Ja.net under which AdEPT is one of only a small number of companies approved to sell data connectivity to UK Colleges and Universities. In October 2014 AdEPT successfully renewed its status for a further 2 years as the sole recommended supplier to public service bodies and registered charities for calls, lines, broadband, super-fast broadband (fibre) and SIP trunks. In February 2015 AdEPT was also awarded approved supplier status under the G-Cloud 6 RM1557vi framework for Software As A Service (SaaS). This is in addition to AdEPT's existing framework agreement with the Crown Commercial Service under the RM1035 framework.
The Company is continuing to focus its organic sales efforts on adding and retaining larger customers whilst complementing this with an acquisitive strategy. AdEPT's largest 1,000 customers account for approximately 50% of total revenue, with the top 10 customers accounting for 12.9% of total revenue (March 2014: 13.8%).
GROSS MARGIN
The price of calls to mobiles continued to decrease during the year ended March 2014 as a result of the OFCOM regulatory impact of reduced mobile termination rates. However, gross margins have been maintained at an absolute and per cent. level through close monitoring of customer profitability and supply chain management of wholesale contracts.
As the product mix has moved further towards the relatively lower margin data and broadband revenue streams, this has provided some downward pressure on blended total gross margin.
EBITDA
Underlying EBITDA is defined as operating profit after adding back depreciation, amortisation and impairment charges and share based payment charges.
EBITDA has increased for the twelfth consecutive year since AdEPT's inception in 2003. The Company has focussed on the underlying profitability of customers and revenue streams combined with tight overhead control, industry leading debt collection and wholesale supply chain negotiation.
FINANCE COSTS
Total interest costs have reduced by 9.1% to £0.23m (2014: £0.26m) arising from further deleveraging combined with treasury management of surplus cash balances.
PROFIT BEFORE TAX
This year the Company has recorded a £0.29m improvement to profit before tax with a reported £2.14m (2014: £1.85m). The improvement to profit before tax arises from the EBITDA improvement combined with the reduction in finance costs.
PROFIT AFTER TAX AND EARNINGS PER SHARE
The profit for the year, after taxation, amounted to £1.53m (2014: £1.33m). Basic earnings per shares increased by 11.8% to 6.90p (2014: 6.17p). Adjusted earnings per share, based on the profit for the year attributable to equity holders adding back amortisation and non-recurring costs (see Note 24), increased by 11.5% to 15.76p per share (2014: 14.13p).
On 18 December 2014 the Company issued an announcement to the stock exchange that pursuant to the general authority given to it at the Company's 2014 Annual General Meeting that it intended to commence a limited share buyback of its own ordinary shares in order to improve stock liquidity and increase value to shareholders. During the year ended 31 March 2015 the Company repurchased 122,203 shares at an average price of 148.9p, the cost of these repurchases were met from the cash proceeds of share options exercised by the Executive Directors during the year. All share repurchased by the Company were cancelled prior to the year end. The Directors will continue to monitor the level of cash required for the business and determine if further repurchases remain in the shareholders' best interests.
DIVIDENDS AND DIVIDEND PER SHARE
On the back of strong cash flow generation AdEPT announced an interim dividend of 2.25p per share, which was paid to shareholders on 10 April 2015. The Board of AdEPT Telecom announced on 7 April 2015 that, subject to Shareholder approval at the Annual General Meeting later in the year, it is declaring a final dividend of 2.50p per Ordinary Share (2014: 1.50p). This dividend is expected to be paid on or around 9 October 2015 to shareholders on the register at 18 September 2015.
Total dividends approved and declared during the year ended 31 March 2015 of 4.75p per Ordinary Share represent a 58.3% increase year-on-year (2014: 3.00p). The Board constantly monitors shareholder value and is confident that the continued strong cash generation will support a progressive dividend policy.
CASH FLOW
The Company benefits from an excellent cash generating operating model. Low capital expenditure results in EBITDA turning into cash. Reported EBITDA turned into net cash from operating activities is 98.4% (2014: 69.8%), this has increased during the year as the prior period included the cash impact of the transition to large company status for corporation tax purposes which resulted in the company paying both the prior year corporation tax liability and three quarters of the current year's tax liability by advance instalments during the 12 months ended 31 March 2014. The Company has continued to manage its credit risk in the current economic climate and the collections of trade receivables have been reduced during the year with customer collection periods of 24 days (2014: 28 days).
Cash interest paid has reduced by 28.4% during the year to £0.17m (2014: £0.24m) which arises from a reduction in net borrowing across the period combined with active treasury management of surplus cash.
Cash outflows of £2.2m have been incurred in the year ended 31 March 2015 in relation to acquisitions. The contingent consideration in respect of the customer base of Bluebell Telecom Limited was paid in September and October 2014 with no further amounts due. The initial cash consideration of £1.78m was paid in April 2014 in relation to the acquisition of the entire issued share capital of Bluecherry Telecom Limited. On 20 April 2015, after the year end, the contingent consideration of £0.2m was paid with no further amounts due.
Dividends paid during the year ended 31 March 2015 absorbed £0.66m of cash (2014: £0.32m), this increase over the prior period arises from the continued application of the progressive dividend policy.
Cash inflows of £0.2m were generated from the issue of new equity during the year. Three of the executive director team increased their shareholdings in the Company following the exercise of share options. Pursuant to the stock exchange announcement during December 2014 these funds were used by the Company to make strategic purchases of its own shares.
There was a decrease to cash and cash equivalents during the year of £1.7m, this arises from a net reduction in the drawn element of the Barclays revolving credit facility across the year to reduce interest charges. The Company will continue to apply its treasury management policies to minimise the cost of finance whilst retaining flexibility to meet its growth strategies.
CAPITAL EXPENDITURE
The Company operates an asset light strategy and has low capital requirements, therefore expenditure on fixed assets is low at 0.3% of revenue (2014: 0.4%).
BUSINESS COMBINATIONS
The strategy of the Company is to concentrate organic sales efforts on attracting larger customers, particularly in the public sector. Rather than operate a telesales operation aimed at acquiring smaller business customers organically we instead use our free cash generation to acquire customer bases from other telecommunications suppliers in the industry.
On 1 April 2014 the Company acquired the entire issued share capital of Bluecherry Telecom Limited, a supplier of fixed line calls, line rental and data connectivity products to small and medium-sized businesses. Total consideration was £2.01 million plus the value of the net assets at completion (amounting to £0.28 million and being represented by cash), with £1.81 million initial consideration paid in cash with the contingent consideration of £0.2 million paid in cash on 20 April 2015. Acquisition related costs have been recognised as an expense in the statement of comprehensive income for the period ended 31 March 2015.
A fair value of £2.01 million in relation to the customer contracts for the acquired business has been recognised as intangible asset additions in the year ended 31 March 2015. The intangible assets, being represented by the customer base, were hived up to AdEPT immediately upon acquisition. No other assets or liabilities were acquired. Included in the fair value calculations above is an intangible asset, representing the estimate of future cash flows of the acquired customer base in the hands of the Company.
Further details on the acquisition during the year are described in Note 26 to the financial statements.
Post year end on 1 May 2015 the Company acquired the entire issued share capital of Centrix Limited for an initial consideration of £7 million plus the value of the cash balance at completion (approximately £1.9 million), payable in cash. Further consideration of between £Nil and £3.5 million will be payable, also in cash, dependent upon performance of Centrix post-acquisition.
Further details on the acquisition post-balance sheet date are described in Note 27 to the financial statements.
NET DEBT AND BANK FACILITIES
A key strength of AdEPT is its consistent, proven ability to generate strong free cash flow, which is supported by more than £10.5m reduction to net borrowings since the peak of £12.3m in June 2008. As a result of the Company's focus on underlying profitability and cash conversion, free cash flow after bank interest of £4.3m was generated during the year ended March 2015.
£2.2m of free cash flow has been used to fund acquisitions of customer bases, £0.3m being applied to net debt reduction during the year, £0.7m dividends paid and £0.1m capital expenditure. Net cash inflows of £0.3m have arisen from the issue of new equity following the exercise of share options by executive directors. Net debt, which comprises cash balances and bank borrowings, has improved to £1.5m at the year-end (2014: £3.0m).
On 22 April 2015 the Company signed a new 5 year £15 million revolving credit facility agreement with Barclays Bank plc. This longer term facility replaced the previous £5 million revolving credit facility, which had an 18 month term remaining, and the term loan which was due for repayment by September 2015. The new revolving credit facility offers the Company significantly greater funding flexibility and is on longer and improved commercial terms when compared to the facility which it replaces. The new revolving credit facility bears interest at 2.30% over LIBOR on drawn funds and is repayable in full on the final repayment date of 21 April 2020.
The Company's available banking facilities are described in Note 25 to the financial statements.
KEY PERFORMANCE INDICATORS (KPIs)
The KPIs outlined below are intended to provide useful information when interpreting the accounts.
Data, | |||
Fixed | inbound, mobile | ||
line | and other | ||
services | services | Total | |
£'000 | £'000 | £'000 | |
Year ended 31 March 2015 | |||
Revenue | 16,026 | 6,040 | 22,066 |
Gross profit | 6,160 | 2,138 | 8,298 |
Gross margin % | 38.4% | 35.4% | 37.6% |
Year ended 31 March 2014 | |||
Revenue | 15,705 | 5,147 | 20,852 |
Gross profit | 6,016 | 1,568 | 7,584 |
Gross margin % | 38.3% | 30.5% | 36.4% |
PRINCIPAL RISKS AND UNCERTAINTIES
There are a number of potential risks and uncertainties, which could have a material impact on the Company's long-term performance and could cause actual results to differ materially from expected results.
Liquidity risk
The Company seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. External funding facilities are managed to ensure that both short-term and longer-term funding is available to provide short-term flexibility whilst providing sufficient funding to the Company's forecast working capital requirements.
Credit risk
The Company extends credit to customers of various durations depending on customer creditworthiness and industry custom and practice for the product or service. In the event that a customer proves unable to meet payments when they fall due, the Company will suffer adverse consequences. To manage this, the Company continually monitors credit terms to ensure that no single customer is granted credit inappropriate to its credit risk. Additionally, 67% of our customer receipts are by monthly direct debit. The risk is further reduced by the customer base being spread across all industry and service sectors. The top ten customers account for approximately 13% of revenues.
Competitor risk
The Company operates in a highly competitive market with rapidly changing product and pricing innovations. We are subject to the threat of our competitors launching new products in our markets (including updating product lines) before we make corresponding updates and development to our own product range. This could render our products and services out-of-date and could result in loss of market share. To reduce this risk, we undertake new product development and maintain strong supplier relationships to ensure that we have products at various stages of the life cycle.
Competitor risk also manifests itself in price pressures which are usually experienced in more mature markets. This results not only in downward pressure on our gross margins but also in the risk that our products are not considered to represent value for money. The Company therefore monitors market prices on an ongoing basis.
Acquisition integration execution
The Company has set out that its strategy includes the acquisition of businesses where they are earnings enhancing. The Board acknowledges that there is a risk of operational disturbance in the course of integrating the acquired businesses with existing operations. The Company mitigates this risk by careful planning and rigorous due diligence.
John Swaite
Finance Director
STATEMENT OF COMPREHENSIVE INCOME
Note | 2015 £'000 | 2014 £'000 | |
Revenue | 4 | 22,066 | 20,852 |
Cost of sales | (13,768) | (13,268) | |
Gross profit | 8,298 | 7,584 | |
Administrative expenses | (5,928) | (5,482) | |
Operating profit | 2,370 | 2,102 | |
Total operating profit - analysed: | |||
Operating profit before share based payments, depreciation and amortisation | 4,591 | 4,043 | |
Share-based payments | (3) | (7) | |
Depreciation of tangible fixed assets | (49) | (34) | |
Impairment of intangible assets | - | (2) | |
Amortisation of intangible fixed assets | (2,169) | (1,898) | |
Total operating profit | 2,370 | 2,102 | |
Finance costs | 7 | (233) | (257) |
Profit before income tax | 2,137 | 1,845 | |
Income tax expense | 10 | (603) | (515) |
Profit for the year | 1,534 | 1,330 | |
Other comprehensive income | - | - | |
Total comprehensive income | 1,534 | 1,330 | |
Note | 2015 £'000 | Restated 2014 £'000 | |
Earnings per share: | |||
Basic earnings | 24 | 6.90p | 6.17p |
Diluted earnings | 24 | 6.49p | 5.67p |
All amounts relate to continuing operations.
STATEMENT OF FINANCIAL POSITION
Note | 31 March 2015 £'000 | 31 March 2014 £'000 | |
Assets | |||
Non-current assets | |||
Intangible assets | 12 | 14,874 | 15,018 |
Property, plant and equipment | 13 | 82 | 79 |
Deferred income tax | 14 | 145 | 115 |
15,101 | 15,212 | ||
Current assets | |||
Inventories | 15 | 4 | 4 |
Trade and other receivables | 16 | 2,198 | 2,332 |
Cash and cash equivalents | 2,094 | 3,777 | |
4,296 | 6,113 | ||
Total assets | 19,397 | 21,325 | |
Current liabilities | |||
Trade and other payables | 17 | 3,165 | 3,854 |
Income tax | 324 | 29 | |
Short-term borrowings | 538 | 1,206 | |
4,027 | 5,089 | ||
Non-current liabilities | |||
Long-term borrowings | 18 | 3,095 | 5,533 |
Total liabilities | 7,122 | 10,622 | |
Net assets | 12,275 | 10,703 | |
Equity attributable to equity holders | |||
Share capital | 19 | 2,230 | 2,194 |
Share premium | 335 | 189 | |
Retained earnings | 9,710 | 8,320 | |
Total equity | 12.275 | 10,703 |
STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders | |||||||
Share capital £'000 | Share premium £'000 | Share option reserve £'000 | Capital redemption reserve £'000 | Retained earnings £'000 | Total equity £'000 | ||
Equity at 1 April 2013 | 2,107 | - | 150 | - | 7,490 | 9,747 | |
Profit for the year | - | - | - | - | 1,330 | 1,330 | |
Other comprehensive income | - | - | - | - | - | - | |
Total comprehensive income | - | - | - | - | 1,330 | 1,330 | |
Dividend | - | - | - | - | (662) | (662) | |
Deferred tax asset adjustment | - | - | - | - | 5 | 5 | |
Share-based payments | - | - | (78) | - | 85 | 7 | |
Issue of share capital | 87 | 189 | - | - | - | 276 | |
Equity at 1 April 2014 | 2,194 | 189 | 72 | - | 8,248 | 10,703 | |
Profit for the year | - | - | - | - | 1,534 | 1,534 | |
Other comprehensive income | - | - | - | - | - | - | |
Total comprehensive income | - | - | - | - | 1,534 | 1,534 | |
Deferred tax asset adjustment | - | - | - | - | 23 | 23 | |
Share-based payments | - | - | (14) | - | 17 | 3 | |
Issue of share capital | 48 | 146 | - | - | - | 194 | |
Shares repurchased and cancelled | (12) | - | - | 12 | (182) | (182) | |
Equity at 31 March 2015 | 2,230 | 335 | 58 | 12 | 9,640 | 12.275 | |
STATEMENT OF CASHFLOWS
2015 £'000 | 2014 £'000 | ||
Cash flows from operating activities | |||
Profit before income tax | 2,137 | 1,845 | |
Depreciation and amortisation | 2,218 | 1,934 | |
Share-based payments | 3 | 7 | |
Net finance costs | 233 | 257 | |
Operating cash flows before movements in working capital | 4,591 | 4,043 | |
Decrease/(increase) in inventories | - | - | |
Decrease/(increase) in trade and other receivables | 76 | (269) | |
(Decrease)/increase in trade and other payables | 153 | 201 | |
Cash generated from operations | 4,820 | 3,975 | |
Income taxes paid | (315) | (1,149) | |
Net cash from operating activities | 4,505 | 2,826 | |
Cash flows from investing activities | |||
Interest paid | (175) | (244) | |
Acquisitions | (2,152) | (2,176) | |
Purchase of intangible assets | (11) | (14) | |
Purchase of property, plant and equipment | (52) | (63) | |
Net cash used in investing activities | (2,390) | (2,497) | |
Cash flows from financing activities | |||
Dividends paid | (660) | (318) | |
Share capital issued | 194 | 276 | |
Payments made for share repurchases | (182) | - | |
Increase in bank loan | 2,250 | 3,100 | |
Repayment of borrowings | (5,399) | (1,250) | |
Net cash from financing activities | (3,797) | 1,808 | |
Net increase/(decrease) in cash and cash equivalents | (1,682) | 2,138 | |
Cash and cash equivalents at beginning of year | 3,777 | 1,639 | |
Cash and cash equivalents at end of year | 2,095 | 3,777 | |
Cash and cash equivalents: | |||
Cash at bank and in hand | 2,095 | 3,777 | |
Bank overdrafts | - | - | |
Cash and cash equivalents | 2,095 | 3,777 |
NOTES TO THE FINANCIAL STATEMENTS
1. Nature of operations and general information
AdEPT Telecom plc is one of the UK's leading independent providers of voice and data telecommunication services with award-winning customer service. The Company is focused on delivering a complete telecommunications service for small and medium-sized business customers with a targeted product range including landline calls, line rental, broadband, mobile and data connectivity services.
AdEPT Telecom plc is incorporated under the Companies Act, domiciled in the UK and the registered office is located at One London Wall, London EC2Y 5AB. The Company's shares are listed on AIM of the London Stock Exchange.
2. Accounting policies
Basis of preparation of financial statements
The financial statements have been prepared in accordance with applicable IFRS as adopted by the EU.
Accounting standards require the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The directors confirm that they consider that the going concern basis remains appropriate. The Company's available banking facilities are described in Note 25 to the financial statements. The Company has adequate financing arrangements which can be utilised by the Company as required. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Consolidated accounts have not been prepared as all subsidiaries of the Company have no assets or liabilities, therefore the financial statements of the Company are the same as those of the consolidated group. The following is a list of those subsidiaries which form part of the group but are dormant and therefore not consolidated:
· Bluecherry Telecom Limited (company no. 06661541)
At the date of authorisation of these financial statements, the directors have considered the Standards and Interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU) and only IFRS 15 "Revenue from Contracts with Customers" was considered to be relevant. It is not clear whether the application of IFRS 15 once effective will have a material impact on the results of the Company. Adoption of the other Standards and Interpretations are not expected to have a material impact on the results of the Company Application of these standards may result in some changes in presentation of information within the Company's financial statements.
The financial statements are presented in sterling which is the Company's functional and presentation currency. The figures shown in the financial statements are rounded to the nearest thousand pounds.
Segmental reporting
The directors have considered the requirements of IFRS 8 "Operating Segments" and have concluded that the Company has two segments. For further information see Note 4 of the financial statements.
Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and can be reliably measured.
Revenue from calls, which excludes value added tax and trade discounts, is recognised in the income statement at the time the call is made. Calls made in the year, but not billed by year end, are accrued within receivables as accrued income.
Revenue from line rental is recognised in the month that the charge relates to, commencing with a full month's charge in the month of connection. Revenue and related costs from the sales of mobile handsets are recognised at the date of supply or connection.
Revenue arising from the provision of internet and other services is recognised evenly over the periods in which the service is provided to the customer.
Connection commissions received from mobile network operators are recognised when the customer is connected to the mobile network after providing for expected future clawbacks.
The whole of the revenue is attributable to the provision of voice and data telecommunication services to both residential and business customers. All revenue arose within the United Kingdom.
Intangible fixed assets acquired as part of a business combination and amortisation
In accordance with IFRS 3 "Business Combinations", an intangible asset acquired in a business combination is deemed to have a cost to the Company of its fair value at the acquisition date. The Company calculates the fair value of the intangible asset in relation to customer base acquisitions as the cost to the Company at the date of acquisition. The intangible asset value reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the Company.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated impairment losses. Impairment reviews are conducted annually from the first anniversary following acquisition.
The intangible asset 'customer base' is amortised to the income statement over its estimated useful economic life on a straight line basis. The average useful economic life of all the customer bases has been estimated at 14 years (2014: 14 years) with a range of seven to 16 years.
Other intangible assets
Also included within intangible fixed assets are the development costs of the Company's billing and customer management system plus an individual licence. These other intangible assets are stated at cost, less amortisation and any provision for impairment. Amortisation is provided at rates calculated to write off the cost, less estimated residual value of each intangible asset, over its expected useful economic life on the following basis:
Customer management system - Three years straight line
Other licences - Contract licence period
Computer software - Three years straight line
Property, plant and equipment and depreciation
Property, plant and equipment are stated at cost, less depreciation and any provision for impairment. Depreciation is provided on all property, plant and equipment at rates calculated to write off the cost, less estimated residual value of each asset, over its expected useful life on the following basis:
Short-term leasehold improvements - The shorter of five years and the remaining period of the lease
Fixtures and fittings - Three years straight line
Office equipment - Three years straight line
Motor vehicles - Four years straight line
Inventories
Inventories are valued at the lower of cost and net realisable value after making allowance for any obsolete or slow moving items. Net realisable value is reviewed regularly to ensure accurate carrying values. Cost is determined on a first-in-first-out basis and includes transportation and handling costs.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs necessary to make the sale.
Pensions
The Company contributes to personal pension plans. The amount charged to the income statement in respect of pension costs is the contribution payable in the year.
Income tax
Income tax is the tax currently payable based on taxable profit for the year.
Deferred income tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred income tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit.
Deferred income tax liabilities are provided in full, with no discounting. Deferred income tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred income tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the balance sheet date.
Changes in deferred income tax assets or liabilities are recognised as a component of income tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred income tax is also charged or credited directly to equity.
Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value of the award at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date at which the relevant employees become fully entitled to the award. Fair value is appraised at the grant date and excludes the impact on non-market vesting conditions such as profitability and sales growth targets, using an appropriate pricing model for which the assumptions are approved by the directors. In valuing equity-settled transactions, only vesting conditions linked to the market price of the shares of the Company are considered.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.
At each balance sheet date, the cumulative expense (as above) is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions, the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting described above. The movement in the cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.
Non-recurring items
Material and non-recurring items of income and expense are separated out in the income statement. Examples of items which may give rise to disclosure as non-recurring items include costs of restructuring and reorganisation of existing businesses, integration of newly acquired businesses and asset impairments. Non-recurring costs include the current year expense charged to the income statement in relation to restructuring which has taken place since the year end to derive the underlying profitability of the Company.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.
Share buybacks
The Company has returned surplus cash to shareholders through a limited share buyback scheme pursuant to the authority given to it at the Annual General Meeting. Shares purchased for cancellation are deducted from retained earnings at the total consideration paid or payable. The Company will continue to monitor the level of cash required for the business and determine if further repurchases remain in the shareholders' best interests.
Financial instruments
Financial assets and liabilities are recognised on the Company's balance sheet when the Company becomes a party to the contractual provisions of the instrument.
The Company has previously made use of derivative financial instruments to hedge its exposure to interest rate risks arising from financing activities. These derivative financial instruments have been settled in prior periods and there are none in place at the balance sheet date. In accordance with its treasury policy, the Company does not hold or issue derivative financial instruments for trading purposes.
Derivative financial instruments are recognised initially at fair value, i.e. cost. Subsequent to initial recognition derivative financial instruments are measured at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the income statement as a component of financing income or cost.
The fair value of the derivative financial instrument is the estimated amount that the Company would receive or pay to terminate the instrument at the balance sheet date, taking into account current interest rates and the current creditworthiness of the instrument counterparties.
Capital
The capital structure of the Company consists of debt, which includes the borrowings disclosed in Notes 18 and 25, cash and cash equivalents, and equity attributable to equity holders, comprising issued capital, reserves and retained earnings.
Borrowings and borrowing costs
Borrowings are recorded initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost. Any differences between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.
Borrowing costs are expensed to the income statement as incurred with the exception of arrangement fees which are deducted from the related liability and are released over the term of the related liability in accordance with IAS 39.
3. Critical accounting estimates and judgements
The key assumptions concerning the future and other key sources of estimation and uncertainty at the balance sheet date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities with the next financial year, are discussed below.
Key sources of estimation and uncertainty are:
· measuring the fair value of customer bases on acquisition;
· subsequent impairment of customer bases; and
· receivables.
Impairment of intangible assets
The Company determines whether intangible assets are impaired on at least an annual basis. This requires an estimation of the 'value in use' of the cash-generating units to which the intangible value is allocated. Estimating a value in use amount requires management to make an estimate of the expected future cash flows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
The main estimates used to measure the fair value of the customer bases on acquisition and to conduct the impairment review are:
· the churn rate (turnover of customers);
· discount rate; and
· gross margins.
Churn rates ranging between 1.8% and 19.3% are based upon actual historical churn rates of the revenue stream for each customer base.
The discount rate of 6.6% used to discount the cash flows is based upon the Company's weighted average cost of Capital (WACC), which is the recommended discount rate suggested by International Financial Reporting Standards and is a calculated figure using actual input variables where available and applying estimates for those which are not, such as the equity market premium.
Gross margins of 45.3% are based upon actual margins achieved in previous years. The actual outcomes have been materially equivalent.
The calculations are sensitive to any movement in the discount rate, margin or churn rate and would therefore result in an impairment charge to the income statement. A 1% change to the discount rate, gross margin and churn rate would result in additional impairment charges of £Nil, £Nil and £12,500 respectively.
More details, including carrying values, are included in Note 12.
Allowance for impairment of receivables
Management reviews are performed to estimate the level of provision required for irrecoverable debt. Provisions are made specifically against invoices where recoverability is uncertain. Further information on the receivables allowance account is given in Note 16.
4. Segmental information
IFRS 8 "Operating Segments" requires identification on the basis of internal reporting about components of the Company that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and to assess their performance.
The chief operating decision maker has been identified as the Board. The Board reviews the Company's internal reporting in order to assess performance and allocate resources. The operating segments are fixed line services and data, mobile and other services which are reported in a manner consistent with the internal reporting to the Board. The Board assesses the performance of the operating segments based on revenue, gross profit and EBITDA.
Year ended 31 March 2015 | Year ended 31 March 2014 | ||||||||
£'000 | Fixed line services | Data, inbound, mobile and other services | Central costs | Total | Fixed line services | Data, inbound, mobile and other services | Central costs | Total | |
Revenue | 16,026 | 6,040 | - | 22,066 | 15,705 | 5,147 | - | 20,852 | |
Gross profit | 6,160 | 2,138 | - | 8,298 | 6,016 | 1,568 | - | 7,584 | |
Gross margin % | 38.4% | 35.4% | - | 37.6% | 38.3% | 30.5% | - | 36.4% | |
EBITDA | 3,411 | 1,180 | - | 4,591 | 3,318 | 725 | - | 4,043 | |
EBITDA % | 21.3% | 19.5% | - | 20.8% | 21.1% | 14.1% | - | 19.4% | |
Amortisation | (2,169) | - | - | (2,169) | (1,898) | - | - | (1,898) | |
Impairment charge | - | - | - | - | (2) | - | - | (2) | |
Depreciation | - | - | (49) | (49) | - | - | (34) | (34) | |
Share-based payments | - | - | (3) | (3) | - | - | (7) | (7) | |
Operating profit/(loss) | 1,242 | 1,180 | (52) | 2,370 | 1,418 | 725 | (41) | 2,102 | |
Finance costs | - | - | (233) | (233) | - | - | (257) | (257) | |
Income tax | - | - | (603) | (603) | - | - | (515) | (515) | |
Profit/(loss) after tax | 1,242 | 1,180 | (888) | 1,534 | 1,418 | 725 | (813) | 1,330 |
The assets and liabilities relating to the above segments have not been disclosed as they are not separately identifiable and are not used by the chief operating decision maker to allocate resources. All segments are in the UK and all revenue relates to the UK.
Transactions with the largest customer of the Company are less than 10% of total turnover and do not require disclosure for either 2014 or 2015.
5. Operating profit
The operating profit is stated after charging:
2015 £'000 | 2014 £'000 | |
Amortisation of customer base, billing system and licence | 2,169 | 1,900 |
Depreciation of tangible fixed assets: | ||
- owned by the Company | 49 | 34 |
Share option expense | 3 | 7 |
Minimum operating lease payments: | ||
- land and buildings | 171 | 172 |
- motor vehicles and other equipment | 42 | 46 |
6. Auditor remuneration
2015 £'000 | 2014 £'000 | |
Fees payable to the Company's auditor for the audit of the Company's annual financial statements | 33 | 32 |
Fees payable to the Company's auditor and their associates in respect of: | ||
- other services relating to taxation | 6 | 6 |
7. Finance costs
2015 £'000 | 2014 £'000 | |
On bank loans and overdrafts | 174 | 244 |
Bank fees | 59 | 75 |
Other interest payable | - | (62) |
233 | 257 |
Included within interest is £Nil (2014: £62,184) which relates to the movement in the fair value of the interest rate swap liability as calculated in accordance with IAS 39.
8. Employee costs
Staff costs, including directors' remuneration, were as follows:
2015 £'000 | 2014 £'000 | |
Wages and salaries | 1,884 | 1,808 |
Social security costs | 243 | 237 |
Share option expense | 3 | 7 |
Other pension costs | 22 | 18 |
2,152 | 2,070 |
The average monthly number of employees, including the directors, during the year was as follows:
2015 Number | 2014 Number | |
Non-executive directors | 3 | 3 |
Administrative staff | 43 | 44 |
46 | 47 |
Key management personnel
The directors are considered to be the key management personnel of the Company, having authority and responsibility for planning, directing and controlling the activities of the Company.
9. Directors' emoluments
Short-term employee benefits | Post- employment benefits | ||||||
Salary and fees paid or receivable £ | Bonus paid or receivable £ | Other benefits £ | Pension contributions £ | Total 2015 £ | Total 2014 £ | ||
R Wilson | 43,258 | - | 6,778 | - | 50,036 | 47,936 | |
C Fishwick | 15,000 | - | - | - | 15,000 | 15,000 | |
D Lukic | 20,876 | - | 6,619 | - | 27,495 | 25,025 | |
I Fishwick | 207,050 | 62,500 | 3,343 | 15,648 | 288,541 | 252,163 | |
A Woodruffe | 141,020 | 26,713 | 2,337 | - | 170,070 | 160,902 | |
J Murphy | 90,000 | 28,284 | 14,436 | - | 132,720 | 120,140 | |
J Swaite | 82,500 | 26,712 | 6,482 | - | 115,694 | 105,182 | |
Total | 599,704 | 144,209 | 39,995 | 15,648 | 799,556 | 726,348 |
During the year retirement benefits were accruing to one director (2014: one) in respect of money purchase pension schemes. The value of the Company's contributions paid to a money purchase pension scheme in respect of the highest paid director amounted to £15,648 (2014: £12,463). During the year there were no share option transactions in respect of the highest paid director (2014: 752,160 shares options exercised with an aggregate gain of £829,642).
The share option expense recognised during the year in respect of the directors was £2,789 (2014: £6,702). The aggregate amount of gains made by directors on the exercise of share options was £405,400 (2014: £942,742). There were three directors (2014: two) who exercised share options during the year.
Directors' share options
Option scheme | Options at 1 April 2014 | Awarded in year | Options exercised | Options lapsed | Options at 31 March 2015 | Option price | Date of grant | |
A Woodruffe | EMI | 67,948 | - | (67,948) | - | - | 42p | 1 August 2008 |
A Woodruffe | Unapproved | 62,051 | - | (62,051) | - | - | 42p | 1 August 2008 |
A Woodruffe | EMI | 86,420 | - | (86,420) | - | - | 40p | 29 August 2011 |
A Woodruffe | Unapproved | 113,580 | - | (113,580) | - | - | 40p | 29 August 2011 |
J Swaite | EMI | 75,000 | - | (75,000) | - | - | 40p | 29 August 2011 |
J Murphy | EMI | 75,000 | - | (75,000) | - | - | 40p | 29 August 2011 |
A Woodruffe | EMI | 171,708 | - | - | - | 171,708 | 52p | 13 November 2012 |
J Swaite | EMI | 25,000 | - | - | - | 25,000 | 52p | 13 November 2012 |
J Murphy | EMI | 25,000 | - | - | - | 25,000 | 52p | 13 November 2012 |
10. Income tax expense
2015 £'000 | 2014 £'000 | |
Current tax | ||
UK corporation tax on profit for the year | 637 | 465 |
Adjustments in respect of prior periods | 3 | 35 |
Total current tax | 640 | 500 |
Deferred tax | ||
Origination and reversal of timing differences | (30) | 15 |
Effect of tax rate change on opening balance | - | 19 |
Adjustments in respect of prior periods | (7) | (19) |
Total deferred tax (see Note 14) | (37) | 15 |
Total income tax expense | 603 | 515 |
Factors affecting tax charge for year
The relationship between expected tax expense based on the effective tax rate of AdEPT at 21% (2014: 23%) and the tax expense actually recognised in the income statement can be reconciled as follows:
2015 £'000 | 2014 £'000 | |
Profit before income tax | 2,137 | 1,845 |
Tax rate | 21% | 23% |
Expected tax charge | 449 | 425 |
Expenses not deductible for tax purposes | 33 | 25 |
Amortisation not deductible for tax purposes | 253 | 233 |
Change in deferred tax rate | - | 19 |
Adjustments to tax charge in respect of prior periods | (5) | 17 |
Short term timing differences | - | 4 |
Financial liabilities movement | - | (14) |
Share options | (32) | (9) |
Share option relief | (95) | (185) |
Actual tax expense net | 603 | 515 |
There were no material factors that may affect future tax charges.
11. Dividends
On 25 September 2014 the directors approved an interim dividend of 2.25p per ordinary share (2014: 1.50p), which was paid to shareholders on 10 April 2015. On 26 March 2015 the directors declared a final dividend, subject to shareholder approval at the 2015 annual general meeting, of 2.50p per ordinary share (2014: 1.50p). Total dividends approved and declared during the year will absorb £1,054,001 of shareholders' funds in future periods (2014: total £661,710).
12. Intangible fixed assets
Licence £'000 | Computer software £'000 | Customer base £'000 | Total £'000 | |
Cost | ||||
At 1 April 2013 | 26 | 1,026 | 27,771 | 28,823 |
Additions | - | 14 | 2,289 | 2,303 |
At 1 April 2014 | 26 | 1,040 | 30,060 | 31,126 |
Additions | - | 40 | 1,985 | 2,025 |
At 31 March 2015 | 26 | 1,080 | 32,045 | 33,151 |
Amortisation | ||||
At 1 April 2013 | 20 | 911 | 13,277 | 14,208 |
Charge for the year | 2 | 61 | 1,835 | 1,898 |
Impairment charge | - | - | 2 | 2 |
At 1 April 2014 | 22 | 972 | 15,114 | 16,108 |
Charge for the year | 3 | 56 | 2,110 | 2,169 |
Impairment charge | - | - | - | - |
At 31 March 2015 | 25 | 1,028 | 17,224 | 18,277 |
Net book value | ||||
At 31 March 2015 | 1 | 52 | 14,821 | 14,874 |
At 31 March 2014 | 4 | 68 | 14,946 | 15,018 |
Intangible assets are reviewed annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. The net present value of cash flows for each cash-generating unit is reviewed against the carrying value at the balance sheet date. At the final reporting date of 31 March 2015 the net present value of future cash flows of certain cash-generating units indicated that the carrying value was correct and the directors considered it was not appropriate to record an impairment charge (2014: £2,282) or adjust the economic lives of the respective cash-generating units appropriately.
Included within intangible asset additions is £200,000 (2014 £368,061) being the amount due in respect of contingent consideration for acquisitions undertaken in the current year.
The Company has no internally generated intangible assets.
13. Property, plant and equipment
Motor vehicles £'000 | Short-term leasehold improvements £'000 | Fixtures and fittings £'000 | Office equipment £'000 | Total £'000 | |
Cost | |||||
At 1 April 2013 | - | 7 | 137 | 239 | 383 |
Additions | 25 | - | - | 42 | 67 |
Disposals | - | - | - | (4) | (4) |
At 1 April 2014 | 25 | 7 | 137 | 277 | 446 |
Additions | - | - | 2 | 50 | 52 |
At 31 March 2015 | 25 | 7 | 139 | 327 | 498 |
Depreciation | |||||
At 1 April 2013 | - | 7 | 127 | 199 | 333 |
Charge for the year | 3 | - | 4 | 27 | 34 |
At 1 April 2014 | 3 | 7 | 131 | 226 | 367 |
Charge for the year | 6 | - | 4 | 39 | 49 |
At 31 March 2015 | 9 | 7 | 135 | 265 | 416 |
Net book value | |||||
At 31 March 2015 | 16 | - | 4 | 62 | 82 |
At 31 March 2014 | 22 | - | 6 | 51 | 79 |
14. Deferred taxation
2015 £'000 | 2014 £'000 | |
At 1 April 2014 | 115 | 124 |
Income statement credit/(charge) | 7 | (14) |
Movement in deferred tax on share options | 23 | 5 |
At 31 March 2015 | 145 | 115 |
The deferred tax asset is made up as follows:
2015 £'000 | 2014 £'000 | |
Capital allowances | 26 | 29 |
Short term timing differences | 17 | 9 |
Share options | 102 | 77 |
145 | 115 |
15. Inventories
2015 £'000 | 2014 £'000 | |
Consumables | 4 | 4 |
There is no material difference between the replacement cost of inventories and the amount stated above.
16. Trade and other receivables
2015 £'000 | 2014 £'000 | |
Trade receivables | 1,767 | 1,912 |
Other receivables | 12 | 7 |
Prepayments and accrued income | 419 | 413 |
2,198 | 2,332 |
As at 31 March 2015, trade receivables of £131,280 (2014: £113,080) were impaired and fully provided for. The ageing of the trade receivables which are past due and not impaired are as follows:
2015 £'000 | 2014 £'000 | |
31-60 days | 111 | 93 |
61-90 days | 3 | 1 |
Over 90 days | 2 | 2 |
116 | 96 |
Movement of the Company provision for impairment of trade receivables is as follows:
£'000 | |
At 1 April 2013 | 109 |
Receivables written off during the year as uncollectable | (82) |
Provision for receivables impairment for the year | 86 |
At 1 April 2014 | 113 |
Receivables written off during the year as uncollectable | (99) |
Provision for receivables impairment for the year | 117 |
At 31 March 2015 | 131 |
The creation and release of a provision for impaired receivables has been included in administration expenses in the income statement. Amounts charged to the allowance account are generally written off when there is no expectation of recovering cash. Management regularly reviews the outstanding receivables and does not consider that any further impairment is required. The other assets classes within trade and other receivables do not contain impaired assets.
17. Trade and other payables
2015 £'000 | 2014 £'000 | |
Trade payables | 1,567 | 1,492 |
Other taxes and social security costs | 538 | 528 |
Other payables | 48 | 721 |
Accruals and deferred income | 1,012 | 1,113 |
3,165 | 3,854 |
Included within accruals is £200,000 (2014: £368,061) being the fair value of the contingent consideration in respect of customer bases acquired in the current year. The fair value of the contingent consideration liability was initially determined by reference to the forecast churn rate for the customer base and applying the contingent consideration matrix as specified in the share purchase agreement.
18. Long-term borrowings
2015 £'000 | 2014 £'000 | |
Between one and two years | 3,095 | 533 |
Between two and five years | - | 5,000 |
More than five years | - | - |
Bank loans | 3,095 | 5,533 |
The bank loan is secured by a debenture incorporating a fixed and floating charge over the undertaking and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery. Details of the interest rates applicable to the loans are included in Note 25.
Included within bank loans are arrangement fees amounting to £48,973 (2014: £92,752) which are being released over the term of the loan in accordance with IAS 39.
19. Share capital
2015 £'000 | 2014 £'000 | |
Authorised | ||
65,000,000 ordinary shares of 10p each | 6,500 | 6,500 |
Allotted, called up and fully paid | ||
22,297,400 (2014: 21,939,603) ordinary shares of 10p each | 2,230 | 2,194 |
Movement in shares in issue
31 March 2015 | 31 March 2014 | |
Ordinary shares of 10p each | 21,939,603 | 21,067,443 |
Issued under share option schemes | 480,000 | 872,160 |
Share repurchased and cancelled | (122,203) | - |
22,297,400 | 21,939,603 |
Share buyback scheme
On 18 December 2014 the Company announced that it intended to commence a limited share buyback of its own ordinary shares. During the year ended 31 March 2015 the Company repurchased 122,203 shares at an average price of 148.9p. All share repurchased by the Company were cancelled prior to the year end.
Share options
At 31 March 2015, the following options and warrants over the shares of AdEPT were in issue:
2015 | 2014 | ||||
Number of shares under option | Weighted average exercise price | Number of shares under option | Weighted average exercise price | ||
Outstanding at 1 April | 1,955,668 | 27p | 3,271,353 | 42p | |
Granted during the year | 32,143 | 126p | - | - | |
Forfeited during the year | (67,052) | 73p | (443,525) | 134p | |
Exercised during the year | (480,000) | 41p | (872,160) | 32p | |
Outstanding at 31 March | 1,440,759 | 20p | 1,955,668 | 27p |
The weighted average share price at date of exercise for options exercised during the year was 126.6p (2014: 141.1p)
The weighted average remaining contractual life of share options and warrants at 31 March 2015 was 4.5 years.
Employee share option schemes have a vesting period of 3 years, are settled through new equity issues in return for cash consideration and the maximum term of share options is 10 years.
The weighted average fair values of options issued during the year have been determined using the Black-Scholes-Merton Pricing Model with the following assumptions and inputs:
2015 | 2014 | |
Risk-free interest rate | 2.69% | - |
Expected volatility | 3.0% | - |
Expected option life (years) | 3.0 | - |
Expected dividend yield | 2.0% | - |
Weighted average share price | 126p | - |
Weighted average exercise price | 140p | - |
Weighted average fair value of options granted | 0p | - |
The expected average volatility was determined by reviewing the last 100 historical fluctuations in the share price prior to the grant date of each share instrument. An expected take up of 100% has been applied to each share instrument. Expected dividend yield is estimated at 2.0%; this is based upon the past dividend yield of AdEPT Telecom plc and in accordance with the guidance in IFRS 2.
Exercise price (p) | Expected option life (years) | 31 March 2015 | 31 March 2014 | |
15 February 2006 | 140 | 1.25-2.25 | - | 59,196 |
1 August 2008 | 42 | 3.0 | - | 130,000 |
21 January 2009 | 11 | 3.0 | 1,186,908 | 1,194,764 |
29 August 2011 | 40 | 3.0 | - | 350,000 |
13 November 2012 | 52 | 3.0 | 221,708 | 221,708 |
23 August 2013 | 126 | 3.0 | 32,143 | - |
1,440,759 | 1,955,668 |
During the year ended 31 March 2009 a warrant was issued to Barclays Bank plc over 5% of the diluted share capital of the Company. As at 31 March 2015 this entitled the holder to 1,186,908 shares. The weighted average fair value of this equity instrument of £54,422 has been determined using the Black-Scholes-Merton Pricing Model, applying the same assumptions as those applied to the other equity instruments issued during the period due to Barclays Bank plc being unable to provide a sufficiently reliable estimate of the value of services provided in relation to these warrants.
The mid-market price of the ordinary shares on 31 March 2015 was 141p and the range during the year was 50p.
20. Pension commitments
At 31 March 2015 there were no pension commitments (2014: £Nil).
21. Operating lease commitments
At 31 March 2015 the Company had lease commitments as follows:
Land and buildings | Other | ||||
2015 £'000 | 2014 £'000 | 2015 £'000 | 2014 £'000 | ||
Within one year | 165 | 165 | 45 | 38 | |
Between two and five years | 357 | 522 | 28 | 44 |
Land and buildings
The Company leases its offices under non-cancellable operating lease agreements. There is no material contingent rent payable. The lease agreements do not offer security of tenure. The lease terms are for five years.
Other
The Company leases various office equipment and motor vehicles under non-cancellable operating lease agreements. The lease terms are three years.
The lease expenditure charged to the income statement during the year is disclosed in Note 5.
22. Related party transactions
During the year CKR Holdings Limited and Rykesh Limited, companies controlled by Chris Fishwick, a director, provided consultancy services to the Company in the normal course of business with a total value of £85,000 (2014: £85,000). There was no balance owed to CKR Holdings Limited or Rykesh Limited at the end of the year (2014: £Nil).
At the year end dividends payable were owed to the following directors:
2015 £'000 | 2014 £'000 | |
C Fishwick | 145 | 193 |
I Fishwick | 27 | 45 |
R Wilson | 18 | 24 |
D Lukic | 2 | 3 |
A Woodruffe | 4 | 2 |
J Swaite | 1 | - |
J Murphy | 1 | - |
There is no ultimate controlling party.
23. Capital commitments
At 31 March 2015 there were capital commitments of £Nil (2014: £Nil).
24. Earnings per share
Earnings per share is calculated on the basis of a profit of £1,534,128 (2014: £1,330,256) divided by the weighted average number of shares in issue for the year of 22,219,140 (2014: 21,551,563). The diluted earnings per share is calculated on the treasury stock method and the assumption that the weighted average unapproved and EMI share options outstanding during the period are exercised. This would give rise to a total weighted average number of ordinary shares in issue for the period of 23,649,870 (2014: 23,463,604).
An adjusted earnings per share is calculated by adding back amortisation of intangible assets and non-recurring costs to retained earnings, giving £3,501,438 (2014: £3,044,908). This is divided by the same weighted average number of shares as above.
2015 £'000 | Restated 2014 £'000 | |
Earnings for the purposes of basic and diluted earnings per share | ||
Profit for the period attributable to equity holders | 1,534 | 1,330 |
Add: amortisation | 2,169 | 1,900 |
Less: taxation on amortisation of purchased customer contracts | (202) | (185) |
Adjusted profit attributable to equity holders, adding back amortisation | 3,501 | 3,045 |
Number of shares | ||
Weighted average number of shares used for earnings per share | 22,219,140 | 21,551,563 |
Weighted average dilutive effect of share plans | 1,430,730 | 1,912,041 |
Diluted weighted average number of shares | 23,649,870 | 23,463,604 |
Earnings per share | ||
Basic earnings per share | 6.90p | 6.17p |
Diluted earnings per share | 6.49p | 5.67p |
Adjusted earnings per share, after adding back amortisation. | ||
Adjusted basic earnings per share | 15.76p | 14.13p |
Adjusted diluted earnings per share | 14.81p | 12.98p |
Earnings per share is calculated by dividing the retained earnings attributable to the equity holders by the weighted average number of ordinary shares in issue.
Adjusted earnings per share is calculated by dividing the retained earnings attributable to the equity holders (after adding back amortisation and non-recurring costs) by the weighted average number of ordinary shares in issue.
Earnings per share for the prior year has been restated to take into account the impact of the taxation deduction on purchased customer contracts for which the amortisation was already included in the calculation of the adjusted profit attributable to equity holders and to apply the treasury stock method of calculation.
25. Financial instruments
Set out below are the Company's financial instruments. The directors consider there to be no difference between the carrying value and fair value of the Company's financial instruments.
2015 £'000 | 2014 £'000 | |
Loans and receivables at amortised cost | ||
Cash and cash equivalents | 2,094 | 3,777 |
Loans and receivables | 1,767 | 1,911 |
Financial liabilities at amortised cost | ||
Liabilities at amortised cost | 5,200 | 8,230 |
5,200 | 8,230 | |
Amounts due for settlement | ||
Within twelve months | 2,105 | 2,697 |
After twelve months | 3,095 | 5,533 |
5,200 | 8,230 |
The Facility A term loan bears interest at 2.25-3.5% over LIBOR, dependent upon the EBITA: Net debt ratchet, and is repayable by quarterly instalments of £312,500, with the final repayment due on 30 September 2015. At the year end the amount outstanding in respect of this facility was £0.582m.
The Facility B loan allows a maximum of £5m to be drawn and bears interest at 2.75% over LIBOR and is repayable in full on the final repayment date of 13 October 2016. At the year end the amount outstanding in respect of Facility B was £3.1m and is included within long term borrowings.
The financial assets of the Company are cash and cash equivalents, trade and other receivables, which are offset against borrowings under the facility, and there is no separate interest rate exposure.
Barclays Bank plc has a cross guarantee and debenture incorporating a fixed and floating charge over the undertaking and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery.
The bank also holds a charge over the life assurance policies of Ian Fishwick and Amanda Woodruffe, directors of the Company, for £1,500,000 and £250,000 respectively.
Contingent consideration obligations
At 31 March 2015 a financial liability of £200,000 has been recognised in respect of the fair value of the contingent consideration due in respect of acquisitions (2014: £368,061).
Financial assets/ financial liabilities | Fair value as at | Fair value hierarchy | Valuation technique(s) and key input(s) | Significant unobservable input(s) | Relationship of unobservable inputs to fair value | |
31/3/2014 | 31/3/2015 | |||||
7) Contingent consideration in a business combination | £Nil | £200,000 | Level 3 | The contingent consideration was based upon a multiple of gross margin calculated by the churn rate over a period of 12 months and subject to a minimum earn out of £200,000 and a maximum of £750,000 due for payment by 30 April 2015. | Churn rate being the gross margin reduction as measured by actual reduction of gross margin over a 12 month period.Gross margin based upon actual gross margins achieved. | The higher the churn rate the lower the multiple.The higher the gross margin the higher the earn out. |
The earn out had not been achieved by 31 March 2015. On 16 April 2015 an amount of £200,000 was paid. Therefore the fair value of the contingent consideration was considered to be £200,000.
Obligations under finance leases
As at 31 March 2015 the Company had no finance lease obligations.
Sensitivity analysis
At 31 March 2015 it was estimated that a movement of 1% in interest rates would impact the Company's profit before tax by approximately £51,000.
Interest rate risk
The Company's policy is to manage its interest cost using a mix of fixed and variable rate debts. The Company's current interest rate policy is to keep no minimum percentage of its borrowings at fixed rates of interest. This policy is subject to ongoing review in line with the level of borrowings and potential interest risk exposure. At 31 March 2015, after taking into account the effect of interest rate management, none of the Company's borrowings are at a fixed rate of interest (2014: 0%).
Credit risk
Credit risk associated with cash balances and derivative financial instruments is managed by transacting with financial institutions with high quality credit ratings. Accordingly the Company's associated credit risk is deemed to be limited.
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at 31 March 2015 was £3,873,300 (2014: £5,695,239).
Loans and receivables
2015 £'000 | 2014 £'000 | |
Trade receivables | 1,767 | 1,911 |
Other receivables | 12 | 7 |
Cash and cash equivalents | 2,095 | 3,777 |
3,874 | 5,695 |
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company has adopted a policy of only dealing with creditworthy counterparties and this policy has been implemented by requiring staff to carry out appropriate credit checks on customers before sales commence.
Trade receivables consist of a large number of customers, spread across diverse industries across the United Kingdom. Ongoing credit evaluation is performed on the financial condition of accounts receivable. The Company does not have any significant credit risk exposure to any single counterparty.
Liquidity risk
The Company has an appropriate liquidity risk management framework for the management of the Company's short, medium and long-term funding and liquidity risk management requirements. The Company manages liquidity risk by maintaining adequate banking facilities and through cash flow forecasting, acquisition planning and monitoring working capital and capital expenditure requirements on an ongoing basis.
The following table analyses the Company's financial liabilities into relevant maturity groupings based on the remaining period at the balance sheet dated to the contractual maturity date. The amounts disclosed in the table are the contracted undiscounted cash flows. Discounting is not required as this has no material effect on the financial statements.
Amortised cost
Year ended 31 March 2015 | Within 1 year £'000 | 1-2 years £'000 | 2-5 years £'000 | More than 5 years £'000 |
Borrowings | 538 | 3,095 | - | - |
Trade and other payables | 1,567 | - | - | - |
2,105 | 3,095 | - | - |
Year ended 31 March 2014 | Within 1 year £'000 | 1-2 years £'000 | 2-5 years £'000 | More than 5 years £'000 |
Borrowings | 1,206 | 533 | 5,000 | - |
Trade and other payables | 1,491 | - | - | - |
2,697 | 533 | 5,000 | - |
Currency risk
The Company's operations are handled entirely in sterling.
Capital risk management
The Company is subject to the risk that its capital structure will not be sufficient to support the growth of the business. The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. There were no changes to the Company's approach to capital management during the year.
As part of the banking arrangements, the Company is required to comply with certain covenants including net debt to adjusted EBITA, interest cover and cash flow cover.
In order to maintain or adjust the capital structure, the Company may return capital to shareholders, issue new shares or sell assets to reduce debt.
26. Business combinations
On 1 April 2014 the Company acquired the entire issued share capital of Bluecherry Telecom Limited for an initial consideration of £1.8 million plus the value of the net assets at completion (amounting to £0.28 million and being represented by cash), which was paid in cash during the year ended 31 March 2015. Further consideration of £0.2 million was paid post-year end in April 2015, also in cash, in relation to the performance of the contracts post-acquisition. The fair value of the contingent consideration liability was determined by reference to the forecast churn rate for the customer base and applying the contingent consideration matrix as specified in the share purchase agreement. The fair value of the liability is the actual value of contingent consideration paid in April 2015. Total consideration was £2.01 million.
Bluecherry Telecom Limited, based in Milton Keynes, was a supplier of fixed line calls, line rental and data connectivity products to small and medium-sized businesses. The acquisition formed part of the Company's strategy as the acquired customer base complements that of AdEPT and provides cross-selling opportunities.
Book cost £'000 | Fair value £'000 | |
Intangible asset | - | 2,014 |
Cash | 285 | 285 |
Other payables | (7) | (285) |
Net assets | 278 | 2,014 |
Cash | (1,814) | |
Contingent cash consideration | (200) | |
Fair value total consideration | (2,014) | |
Goodwill | - |
A fair value of £2.01 million in relation to the customer contracts for the acquired business has been recognised as intangible asset additions in the year ended 31 March 2015. The intangible assets, being represented by the customer base, were hived up to AdEPT immediately upon acquisition. No other assets or liabilities were acquired.
Management of the customer contracts was transferred to AdEPT's office in Tunbridge Wells, Kent during April 2014. Acquisition related costs of £21,228 have been recognised as an expense in the statement of comprehensive income for the year ended 31 March 2015. The customer base acquired from Bluecherry Telecom Limited contributed revenue and profit of £1.2 million and £0.4 million respectively for the year ended 31 March 2015 and represents a full year contribution.
27. Events after the balance sheet date
On 1 May 2015 the Company acquired the entire issued share capital of Centrix Limited ("Centrix") for an initial consideration of £7 million plus the value of the cash balance of Centrix at completion (approximately £1.9 million), payable in cash. Further consideration of between £Nil and £3.5 million will be payable, also in cash, dependent upon performance of Centrix post-acquisition. The fair value of contingent deferred consideration has been initially determined by reference to the forecast churn/growth rate for the gross margin of the acquired business and applying the deferred consideration matrix as specified in the share purchase agreement. The fair value of the contingent consideration liability is an estimate, as there have been limited post-acquisition period financial results upon which to determine the contingent consideration.
Centrix, based in Hook, is a well-established UK based specialist provider of complex unified communications, Avaya IP telephony, hosted IP solutions and managed services. Centrix offers its clients the delivery of complex unified communications and managed service solutions, which is an increasing requisite for AdEPT's existing and targeted enterprise and public sector customer base. Centrix skills and product set will complement and enhance AdEPT's existing services. Approximately 80% of Centrix revenue is generated from recurring revenue streams.
AdEPT and Centrix have both adopted capital asset light strategies and are dedicated to offering a full suite of flexible data and unified communication strategies.
Book cost £'000 | Fair value £'000 | |
Intangible asset | - | 9,791 |
Property, plant and equipment | 109 | 109 |
Inventories | 59 | 59 |
Trade and other receivables | 1,420 | 1,247 |
Cash and cash equivalents | 2,063 | 2,063 |
Trade and other payables | (2,104) | (2,102) |
Income tax | (147) | (147) |
Net assets | 1,400 | 11,020 |
Cash | (8,920) | |
Contingent cash consideration | (2,100) | |
Fair value total consideration | (11,020) | |
Goodwill | - |
Centrix will retain its current presence and customer service operation in Hook, Hampshire. The vendors of Centrix are to be retained in their current capacity within the business for a period of at least 12 months post-acquisition.
The audited accounts of Centrix for the year ended 31 December 2014 reported turnover, operating profit and profit before tax of £8.75 million, £2.26 million and £2.26m respectively. Capital expenditure in the year ended 31 December 2014 was insignificant. Net and gross assets at that date were £0.83 million and £2.80 million respectively. Acquisition related costs of £0.50 million will be recognised as an expense in the statement of comprehensive income for the year ending 31 March 2016.
New bank facility
On 22 April 2015 the Company signed a new 5 year £15 million revolving credit facility agreement with Barclays Bank plc. This longer term facility replaced the previous £5 million revolving credit facility, which had an 18 month term remaining, and the term loan which was due for repayment by September 2015. The new revolving credit facility bears interest at 2.30% over LIBOR on drawn funds and is repayable in full on the final repayment date of 21 April 2020.
As part of the new facility agreement Barclays Bank plc has been issued a new cross guarantee and debenture incorporating a fixed and floating charge over the undertaking and all property and assets present and future including goodwill, book debts, uncalled capital, buildings, fixtures, fixed plant and machinery.
The bank also continues to hold a charge over the life assurance policies of Ian Fishwick and Amanda Woodruffe, directors of the Company, for £1,500,000 and £250,000 respectively.
NOTE TO THE PRELIMINARY RESULTS ANNOUNCEMENT OF ADEPT TELECOM PLC FOR THE YEAR ENDED 31 MARCH 2015
The financial information set out above does not constitute the Group's financial statements for the years ended 31 March 2015 or 2014, but is derived from those financial statements. Statutory financial statements for 2014 have been delivered to the Registrar of Companies and those for 2015 will be delivered following the Group's annual general meeting. The auditors have reported on the 2014 and 2015 financial statements which carried an unqualified audit report, did not include a reference to any matters to which the auditor drew attention by way of emphasis and did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.
Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRS), this announcement does not in itself contain sufficient information to comply with IFRS. The accounting policies used in preparation of this preliminary announcement are consistent with those in the full financial statements that have yet to be published. The preliminary results for the year ended 31 March 2015 were approved by the Board of Directors on 6 July 2015.
AVAILABILITY OF FINANCIAL STATEMENTS
The annual report containing the full financial statements for the year to 31 March 2015 will be posted to shareholders on or around 20 August 2015, a soft copy of which will be available to download from the Company's website www.adept-telecom.co.uk.
Related Shares:
ADT.L