22nd Nov 2012 07:00
Sepura PLC
("Sepura," "the Group," or "the Company")
Interim results for the six months ended 28 September 2012
Strong revenue growth delivered by market expansion strategy
Forecast gross margin improvements realised
On target to meet full year expectations
Sepura, a leading global provider of TETRA digital radio products and systems, today announces its interim results for the six month period ended 28 September 2012.
Financial highlights
§ Revenues up 34% to €43.5 million (H1/12: €32.5 million), comprising:
§ 18% organic increase in terminal revenues to €38.3 million (H1/12: €32.5 million)
§ 3T revenues of €5.2 million
§ Gross margin strengthened 1.1% to 46.4% (H1/12: 45.3%) with organic terminal gross margins up 2.5% to 47.8%
§ Adjusted operating profit €3.6 million (H1/12: loss of €1.6 million); IFRS operating profit of €2.7 million (H1/12: loss of €4.8 million)
§ Operating cash generated of €8.8 million (H1/12: operating cash outflow of €0.1 million)
§ Interim dividend increased 7% to 0.51p per share (H1/12: 0.48p)
Operational highlights
§ Geographical diversification: Global TETRA adoption continues
§ Customers in 10 countries generated revenue > €1m (H1/12: 7)
§ First contract in North America
§ Market diversification: Revenues from commercial customers up 159% (74% excluding 3T)
§ Initial combined wins for Sepura and 3T validate strategic rationale for 3T acquisition
§ 3,400 ATEX radios delivered
Commenting on the Company's results, Gordon Watling, Chief Executive Officer, said:
"Our strategy to expand our addressable market is yielding the top-line growth that we forecast. The actions we took last year to diversify our customer base, strengthen our margins, improve our cash generation and reduce our cost base have all made a significant contribution to the improved quality of earnings.
"We are serving more customers in more countries than ever before, and by combining our market-leading TETRA terminals with 3T's TETRA infrastructure we have developed a compelling solution for the rapidly growing commercial segment. The steps we have taken to transform Sepura into a mission critical communications company and our strong start to the year leave us well positioned to capitalise on the long term trends we see in our market, and to meet our full year targets."
Summary financial information | 30 Sep 11(Unaudited) | 28 Sep 12(Unaudited) | ||||
Organicterminals business | 3T1 | EnlargedGroup | ||||
Total revenue | €32.5m | €38.3m | +18% | €5.2m | €43.5m | +34% |
Gross margin | 45.3% | 47.8% | 36.5% | 46.4% | ||
Cash operating costs | €16.3m | €15.4m | -6% | €1.2m | €16.6m | +2% |
Adjusted operating profit (loss) 2 | €(1.6)m | €2.9m | €0.7m | €3.6m | ||
IFRS operating profit (loss) | €(4.8)m | €2.7m | ||||
Adjusted EBITDA 2 | €(0.8)m | €4.6m | ||||
Net debt | €1.3m | €2.2m | ||||
Adjusted diluted EPS 2 | (0.1)c | 2.8c | ||||
Interim dividend | 0.48p | 0.51p | +7% |
1 3T's contribution is stated after eliminating intragroup trading.
2 The calculations of adjusted operating profit (loss) 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 Liberum Capital, 25 Ropemaker Street, London, EC2Y 9LY. The presentation slides will be available on the investor relations pages of the Company's website following the event at: http://investors.sepura.com.
The Interim Report to Shareholders will be issued on [8 December 2012].
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 (TErrestrial Trunked RAdio) products and systems developed specifically for critical communications applications. The Group's customers span the emergency services, transport, utilities, extractive industries and other commercial sectors. Sepura is also a market leader in the supply of surveillance and other specialist TETRA radios and accessories.
The Company 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, 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
We have seen a strong start to the current financial year, with our strategy to expand our addressable market showing impressive initial results. We have delivered strong revenue growth, which, combined with strengthening gross margins and lower operating costs, has resulted in the expected significant improvement in profitability. At the same time we have maintained tight control of our working capital, driving operating cashflows of €8.8 million for the period.
Our ongoing transformation of Sepura from its initial focus on the public safety market in the UK into a truly international enterprise delivering critical communications solutions is gathering pace. TETRA continues to expand its geographical footprint, with Sepura once again demonstrating market leadership with the first significant contract awarded in North America. We look forward to further success in the North American market as further contracts are tendered in the coming year.
We have continued our proud tradition of innovation with our ATEX radio, the STP8X, which has supported our expansion into the rapidly growing TETRA commercial market. The market-leading features and functionality of the STP8X have been recognised by industry awards and customers alike, and will be enhanced by the full keypad variant which will be available later this year. We have also commenced shipping our new STP9000 family of radios, three months ahead of schedule, as part of our commitment to ensuring our product portfolio continues to lead the market.
The acquisition of infrastructure supplier 3T Communications AG ("3T") in May of this year represents a major step forward in the development of our "one stop shop" solution for the fastest growing segment of the TETRA market. We have already demonstrated in Malaysia and Germany how bringing our two businesses together has created a compelling proposition in the market place, which should yield a base of strong, recurring revenues throughout the 10-15 year life of a network.
While the economic backdrop in many territories remains challenging, our achievements in the first half of the year demonstrate that we can compete successfully even where customer budgets are constrained. Our strong performance to date, together with our pipeline of opportunities, gives us confidence in our ability to meet our expectations for the full year and this is reflected in a further 7% increase in our interim dividend to 0.51p per share.
Much groundwork has been required over the last two years as we have transformed Sepura into the mission critical communications company it is today, and I would like to thank all of our employees for their hard work during this period and their contribution to our future success.
John Hughes, CBE
Chairman
21 November 2012
INTERIM MANAGEMENT REPORT
The market trends we identified at the end of the last financial year have continued into the current year. We have seen strong demand from the commercial sector, where we have increased our revenues by 159%. Importantly, we have also secured the first significant North American contract to supply TETRA terminals, and we continue to make solid progress in all of our most important markets.
Market review
Market diversity: Commercial revenues increased 159%
While many of our markets remain orientated to public-safety users, demand from commercial customers continues to drive most of our growth. Revenues from commercial customers increased by 159% to €15.2 million, or 35% of total revenues; excluding €5 million of commercial revenues contributed during the period by 3T, commercial revenues grew by 74%.
This demand continues to derive from commercial users from a range of industries and territories. During the period we delivered 4,200 radios to Australian-based natural resources customers, an increase of 80% on the same period last year; and 2,000 ATEX radios to an oil & gas customer in the Middle East.
We also continue to see strong demand from transportation networks, airports and large industrial complexes, where TETRA's functionality delivers operational efficiency through data applications as well as clear voice communication.
Product diversity: 3T and Sepura combine to deliver a compelling proposition
Growing commercial sector demand has also been experienced in the TETRA infrastructure market. The number of commercial TETRA networks is increasing rapidly as commercial users seek the benefits that reliable, robust and secure TETRA digital communications offers. At the same time, customers tendering for these smaller networks are looking for a turnkey solution, as they lack the scale to employ in-house communications expertise.
The acquisition of 3T on 16 May 2012 has enabled Sepura to create a compelling offering that combines market-leading handsets with the latest infrastructure technology, available globally through our existing distribution channels.
Significant early successes include a contract to supply TETRA networks to four airports in Malaysia - a market where we have an installed base of 40,000 public safety radios. 3T has also won significant contracts to supply TETRA systems to the research campuses at CERN and Jűlich, both of which were being tendered prior to the acquisition and will each generate revenues in excess of €1 million.
Our Intrinsically Safe radio, the STP8X, has also made a significant contribution to our penetration of these new market segments. Since its certification in March the STP8X has received several prestigious awards, including the Gerald David OBE Award for Business Radio Innovation. While we welcome the recognition of its advanced features and functionality, which address the harshest of environments, of greater importance is the positive feedback from end-users which has helped to generate significant initial wins in such important markets as the oil and gas sector in the Middle East.
Geographical diversity: New markets continue to develop
Professional Mobile Radio ("PMR") users around the world continue to demand the highest levels of security, resilience, robustness and functionality that only TETRA can provide. This user demand contributed to the United States Federal Communications Commission's announcement of its formal rule-making on 21 September 2012, which enables TETRA infrastructure and radios to be deployed in the United States for the first time. We continue to believe that the US represents an exciting opportunity in the longer-term, but it is unlikely to contribute significant revenues in the near-term while end-users undertake the detailed preparatory work necessary before tenders can commence.
Industrie Canada approved the use of TETRA last year, and we are delighted to have won the first significant contract in North America. Canadian utility BC Hydro has taken delivery of a substantial initial order following the successful completion of the first TETRA pilot project in North America.
The robustness of our international markets is reflected in the continued increase in the number of countries contributing over €1 million of revenues increasing from seven in H1/12 to ten in the period under review, while customers in thirteen countries purchased over 1,000 radios compared to nine in H1/12. These include Russia, Denmark, China, Australia, Brazil and the Netherlands, where we shipped 3,000 STP8000 radios to public safety users replacing incumbent suppliers' equipment.
Germany: Additional contract wins and growing accessories revenues
During the first half we delivered 21,000 radios in Germany, (H1/12: 19,000) with several customers placing orders earlier than expected in the current calendar year. The Group also won additional frame-contracts for the supply of terminals to public-safety users in Germany, and at the end of the period the contracted backlog under our current German framework contracts had fallen by a net 14,000 radios to 74,000 radios.
In total we have shipped over 150,000 radios to German customers, nearly equalling our installed base of radios in the UK. Consequently we are experiencing the expected increase in demand for accessories, such as batteries, resulting in the Average Revenue Per Unit Shipped in Germany increasing by 12% over the same period last year. This reinforces the importance of winning the initial tenders in new markets in order to secure the significant recurring revenues that derive from both subsequent accessory sales and, in due course, future refresh cycles.
UK: Installed base delivers strong recurring revenues
The installed base of radios in the UK, the oldest and most mature TETRA market, continues to deliver significant recurring revenues from the supply of accessories to existing customers, totalling €4.5 million in the period. The first UK police refresh cycle is now largely complete and UK radio volumes totalled 6,000 terminals, of which 4,400 were for refresh customers. The DoH refresh of 13,000 handheld terminals remains scheduled to commence in the coming year.
While the London Olympics did not generate substantial incremental revenues, Sepura's personnel played a vital role supporting end-users at many of the Olympic venues and we are proud of the contribution they made to the success of the Games.
High profile global sporting events, where security and certainty of robust communications systems are paramount, remain a significant driver for the adoption of TETRA in those countries yet to migrate to secure digital communications. The Company has achieved significant orders from Russia and Brazil ahead of the 2014 Winter Olympics in Sochi, and the 2014 World Cup and 2016 Summer Olympics in Rio de Janeiro.
Revenues
In the six month period under review, revenues grew 34% to €43.5 million (H1/12: €32.5 million); €5.2 million of the increase related to 3T, whose results have been consolidated for the first time following its acquisition on 16 May 2012. The total number of radios shipped was 61,700, representing a slight decrease on the 63,000 terminals shipped in the same period last year, which had included a significant order for 10,000 terminals for Kazakhstan. The Average Revenue Per Unit Shipped for the organic terminals business increased to €620 (H1/12: €516) from increasing ATEX volumes, increasing commercial revenues and demand for additional accessories from our installed base of radios.
Gross margin
The gross margin of the organic terminals business strengthened to 47.8% from 45.3% for the same period last year. Several cost-reduction programmes were 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, the effects of which were limited last year but which have made a full contribution to the current period.
The significant increase in commercial revenues, which typically consist of smaller volume/higher margin orders, together with the higher margins generated by our ATEX radios, also contributed to this overall improvement in gross margins.
Reported revenues and gross margins at 3T are impacted by the extent to which 3T acts as prime contractor on system installations; in these cases 3T reports lower margin revenues for work such as building construction undertaken by contractors. 3T reported a gross margin for the period of 36.5% and we expect to increase its gross margins as we leverage our existing supply chain, design experience and manufacturing relationships across 3T's product portfolio.
Pricing for new business remains competitive but, as previously forecast, gross margins for the remainder of the year are expected to strengthen further due to the visibility provided by our current pipeline of opportunities and our fixed-price framework contracts.
Research and development
Gross expenditure on R&D fell 7% to €6.9 million, (H1/12: €7.4 million) and excluding 3T's development costs, gross expenditure was €6.4 million equating to a reduction of 14%, reflecting the cost savings realised from last year's restructuring.
Our focus remains ensuring that we maximise the return from development expenditure. We are applying our proven methodologies to 3T's development function as it is integrated into our existing development team to create a unified product roadmap. As part of this process we will be relocating 3T's UK staff to our Cambridge offices in the second half of the year, thereby reducing 3T's current overheads and encouraging closer cooperation.
Recent investment activity has focused on our ATEX product portfolio, which has expanded with the launch of a full keypad version for those customers requiring easy access to a broader range of functionality. The development of the new STP9000 family, launched in May 2012, was completed ahead of schedule, enabling initial volumes to be shipped in the period. We continue to invest in our next generation platform, and in meeting the needs of specific customers and markets.
Although Sepura has just celebrated its 10th anniversary, we have many highly skilled and experienced engineers who began their careers as apprentices within our predecessor businesses. We believe that nurturing the next generation of talent is vital to our future success, and are proud that we have launched our first apprenticeship programme in conjunction with Cambridge Regional College as we make the same investment in our people as we make in our products.
Capitalised terminal development expenditures represented 84% of related gross development spend, compared to 82% last year. 3T has historically engaged in fewer longer-term development projects that meet the capitalisation criteria under IFRS, and so including 3T reduces the overall capitalisation rate for the period to 78%.
The amortisation charge for the period decreased to €4.6 million (H1/12: €6.0 million) as the development expenditure on several of our older products is now fully amortised, although the amortisation of our investment in ATEX and the new STP9000 family has now commenced.
Selling, marketing and distribution costs and administrative expenses
The on-going diversification of our business has required continued investment in the Group's routes to market. We have recruited additional sales resources focussed on the exciting opportunities we see in Latin America and Australasia, together with further, limited investment in North America where we continue to monitor the longer-term opportunities available.
Our recent biennial "TalkTETRA" conference for our global channel partners, development partners and end-users was attended by delegates from 40 countries, who confirmed our belief that TETRA remains the PMR standard of choice for mission and business critical communications.
Administrative expenses, excluding the IFRS 2 share option cost and the impact of the acquisition of 3T, decreased by 16% compared with the same period last year, as a result of the restructuring undertaken last year.
The total cash operating costs of the organic terminals business, being the gross R&D expenditure, sales and marketing costs and administrative expenses, (excluding non-recurring costs) fell 6% to €15.4 million (H1/12: €16.3 million). The inclusion of the comparable operating costs of 3T resulted in total cash operating costs increasing by 2%.
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 reduced cost base have driven an adjusted operating profit for the period of €3.6 million, (H1/12: adjusted operating loss of €1.6 million). The operating profit reported under IFRS was €2.7 million (H1/12: operating loss of €4.8 million).
Non-recurring costs
The Group incurred €560,000 of costs, primarily professional fees, in connection with the acquisition of 3T, together with €569,000 of restructuring costs as we integrate 3T 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 €10.6 million (net) of losses available for offset against future taxable profits (H1/12: €10.0 million). We also have deferred tax liabilities of €6.4 million (H1/12: €6.4 million) in relation to the development costs capitalised under IFRS, together with €1.1 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.
Earnings per share
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 2.8 € cents (H1/12: loss of 0.1 € cents). The diluted earnings per share was 2.3 € cents (H1/12: loss of 1.8 € cents).
Dividends
The Board has declared an interim dividend of 0.51 pence per Ordinary share, an increase of 7% over last year. This interim dividend will be payable on 3 January 2013 to those shareholders on the register at the close of business on 30 November 2012.
Cashflow and financing
We have delivered the significant growth in revenues, and successfully integrated 3T, without the need to invest in working capital. This, together with our growth in profits, has led to a significant year on year improvement in cash generation, with net cash generated from operations of €8.8 million, compared to €0.1 million consumed by operating activities last year. Our closing cash balances at 28 September 2012 stood at €8.4 million (H1/12: €2.1 million), and our net debt, after deducting outstanding borrowings of €10.6 million, was €2.2 million (H1/12: €1.3 million). Our borrowings at the end of the period comprised a drawdown of €8.5 million from our £18 million revolving credit facility to finance the purchase of 3T, together with €2.2 million of debt acquired with 3T.
Significant non-operating cash flows during the period related to:
§ €8.0 million paid for the acquisition of 3T, net of €1.4 million of cash acquired;
§ €5.4 million spent on capitalised development costs;
§ €0.6 million of other capital expenditure;
§ €1.6 million paid in relation to last year's final dividend;
§ €1.7 million purchasing shares for Treasury; and;
§ €0.6 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 1.6 million shares to the majority of the participating employees who exercised their options before the end of the period. 204,823 shares were held in Treasury at the end of the period.
Options were granted to senior executives under the Company's Long-Term Incentive Plan totalling 3.1 million shares (H1/12: 3.4 million). These will vest if targets relating to the period to 31 March 2015 are achieved.
Foreign exchange
The majority of the Group's operating expenses relate to UK-based development and operations, and are incurred in Sterling. The Group has therefore put in place forward contracts to sell Euros and buy Sterling to meet the forecast Sterling expenses for the next 12 months, which comply with the requirements of hedge accounting. The result is that any changes in the fair value of the contracts are recognised within equity.
The hedges outstanding at the end of the period covered £18.9 million of forecast expenses at rates ranging from €1.175 / £1 to €1.273 / £1, and with a weighted average rate of €1.216 / £1 compared to the spot rate at the end of the period of €1.255 / £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 higher reported Euro costs than those reported for the current period.
Principal risks and uncertainties
The principal risks and uncertainties facing the Group for both the first six months and the remaining six months of the financial year continue to be those stated on pages six and seven of the Group's 2012 Annual Report and Accounts, which are summarised as follows:
§ The risk that customers delay issuing tenders or orders, as a result of changes in political and economic conditions, with a consequential delay in the timing of our revenues.
§ The risk that the Group fails to secure a market-leading position in emerging markets, with a detrimental effect on future revenue opportunities and profitability.
§ The risk that alternative products and technologies are developed by our competitors, which threaten our future profitability.
§ The risk that a material customer defaults on outstanding receivables.
§ The risk that fluctuations in exchange rates, especially the Euro, give rise to revaluations of assets and liabilities which impact our future profitability.
§ The risk that there is a breach of information security or integrity.
§ The risk that our outsourced electronic manufacturing partners are unable to supply sufficient critical components to meet our end-user demand, or that there is a recall of such products due to poor quality products being supplied to us.
§ The risk that we are unable to effectively integrate acquired businesses.
CONDENSED CONSOLIDATED HALF-YEAR INCOME STATEMENT
28 September 2012€'000(Unaudited) | 30 September 2011€'000(Unaudited) | ||||||
Before non-recurringcosts | Non-recurringcosts 1 | After non-recurringcosts | Before non-recurringcosts | Non-recurringcosts 1 | Afternon-recurringcosts | ||
Revenue | 3 | 43,514 | - | 43,514 | 32,454 | - | 32,454 |
Cost of sales | (23,341) | - | (23,341) | (17,752) | - | (17,752) | |
Gross profit | 20,173 | - | 20,173 | 14,702 | - | 14,702 | |
Selling, marketing and distribution costs | (6,172) | - | (6,172) | (5,142) | (257) | (5,399) | |
Research and development costs | (6,185) | - | (6,185) | (7,261) | (2,957) | (10,218) | |
Administrative expenses | (4,009) | (1,129) | (5,138) | (3,460) | (448) | (3,908) | |
Operating profit (loss) | 3,807 | (1,129) | 2,678 | (1,161) | (3,662) | (4,823) | |
Financial income | 2 | - | 2 | 10 | - | 10 | |
Financial expense: interest payable | (125) | - | (125) | (210) | - | (210) | |
Net financial expense | (123) | - | (123) | (200) | - | (200) | |
Profit (loss) before income tax | 3,684 | (1,129) | 2,555 | (1,361) | (3,662) | (5,023) | |
Income tax credit | 5 | 354 | 271 | 625 | 1,574 | 952 | 2,526 |
Profit (loss) for the period attributable to owners of the parent | 4,038 | (858) | 3,180 | 213 | (2,710) | (2,497) | |
Earnings (loss) per share (c) | |||||||
Basic | 6 | 2.9 | (0.6) | 2.3 | 0.2 | (2.0) | (1.8) |
Diluted | 6 | 2.9 | (0.6) | 2.3 | 0.2 | (2.0) | (1.8) |
1 Non-recurring costs in the current period relate to the acquisition of 3T Communications AG, as described in Note 8, and subsequent restructuring costs. Non-recurring costs in the comparative period related to restructuring costs and impairment charges.
The results above relate to continuing operations.
CONDENSED CONSOLIDATED HALF-YEAR STATEMENT OF COMPREHENSIVE INCOME
28 September 2012€'000(Unaudited) | 30 September 2011€'000(Unaudited) | |||
Profit (loss) for the period | 3,180 | (2,497) | ||
Other comprehensive income | ||||
Exchange translation | - | 1,349 | ||
Cash flow hedges, net of taxation | (348) | 477 | ||
Other comprehensive income (expense) | (348) | 1,826 | ||
Total comprehensive income (expense) forthe period attributable to owners of the parent | 2,832 | (671) |
CONDENSED CONSOLIDATED HALF-YEAR STATEMENT OF CHANGES IN EQUITY
For the half-year ended 28 September 2012 (Unaudited) | Sharecapital€'000 | Retainedearnings€'000 | Total€'000 |
At 31 March 2012 | 78 | 58,296 | 58,374 |
Profit for the period | - | 3,180 | 3,180 |
Other comprehensive expense | - | (348) | (348) |
Total comprehensive income | - | 2,832 | 2,832 |
Transactions with owners | |||
Excess tax on share option schemes | - | 713 | 713 |
Employee share option schemes: value of employee services | - | 275 | 275 |
Equity dividends paid | - | (1,556) | (1,556) |
Treasury shares - purchase of own shares | - | (1,702) | (1,702) |
Treasury shares - issue of shares to settle employee share options | - | 642 | 642 |
Total transactions with owners | - | (1,628) | (1,628) |
At 28 September 2012 | 78 | 59,500 | 59,578 |
For the half-year ended 30 September 2011 (Unaudited) | |||
At 2 April 2011 | 78 | 52,074 | 52,152 |
Loss for the period | - | (2,497) | (2,497) |
Other comprehensive income | - | 1,826 | 1,826 |
Total comprehensive expense | - | (671) | (671) |
Transactions with owners | |||
Excess tax on share option schemes | - | 441 | 441 |
Employee share option schemes: value of employee services | - | (275) | (275) |
Equity dividends paid | - | (1,428) | (1,428) |
Total transactions with owners | - | (1,262) | (1,262) |
At 30 September 2011 | 78 | 50,141 | 50,219 |
CONDENSED CONSOLIDATED HALF-YEAR BALANCE SHEET
Note | 28 September 2012€'000(Unaudited) | 30 September 2011€'000(Unaudited) | 30 March 2012€'000(Audited) | |
Assets | ||||
Non-current assets | ||||
Intangible assets | 8, 9 | 41,167 | 27,899 | 28,209 |
Property, plant and equipment | 9 | 5,102 | 3,698 | 4,022 |
Deferred tax asset | 6,387 | 6,854 | 5,708 | |
Total non-current assets | 52,656 | 38,451 | 37,939 | |
Current assets | ||||
Inventories | 14,945 | 15,753 | 11,471 | |
Trade and other receivables | 31,592 | 25,055 | 35,417 | |
Derivative financial instruments | 389 | 654 | 866 | |
Cash and cash equivalents | 10 | 8,411 | 2,078 | 6,356 |
Total current assets | 55,337 | 43,540 | 54,110 | |
Total assets | 107,993 | 81,991 | 92,049 | |
Liabilities | ||||
Current liabilities | ||||
Borrowings | 10 | (10,053) | (3,425) | - |
Derivative financial instruments | - | (10) | - | |
Trade and other payables | (22,607) | (18,453) | (24,095) | |
Income tax payable | (392) | (217) | (97) | |
Provisions | 11 | (5,478) | (614) | (648) |
Total current liabilities | (38,530) | (22,719) | (24,840) | |
Non-current liabilities | ||||
Borrowings | 10 | (508) | - | - |
Trade and other payables | (8,327) | (8,035) | (7,866) | |
Provisions | (1,050) | (1,018) | (969) | |
Total non-current liabilities | (9,885) | (9,053) | (8,835) | |
Total liabilities | (48,415) | (31,772) | (33,675) | |
Net assets | 59,578 | 50,219 | 58,374 | |
Shareholders' equity | ||||
Ordinary share capital | 12 | 78 | 78 | 78 |
Retained earnings | 59,500 | 50,141 | 58,296 | |
Total equity | 59,578 | 50,219 | 58,374 |
| Note | 28 September 2012€'000(Unaudited) | 30 September 2011€'000(Unaudited) |
Profit (loss) before income tax | 2,555 | (5,023) | |
Adjustments for: | |||
Depreciation charges | 613 | 518 | |
Amortisation charges | 5,283 | 6,193 | |
Impairment of intangible fixed assets | - | 2,261 | |
Loss on disposal of property, plant and equipment | - | 8 | |
Equity settled share based payment charge (credit) | 275 | (275) | |
Loss (gain) on derivative financial instruments | - | (1,182) | |
Financial income | (2) | (10) | |
Financial expense | 125 | 210 | |
Cash generated from operationsbefore movements in working capital | 8,849 | 2,700 | |
Increase in inventories | (1,934) | (3,502) | |
Decrease in trade and other receivables | 5,034 | 4,217 | |
Decrease in trade and other payables | (3,025) | (3,708) | |
Increase (decrease) in provisions | (89) | 40 | |
Movements in working capital | (14) | (2,953) | |
Cash generated from (consumed by) operations | 8,835 | (253) | |
Income taxes received | - | 116 | |
Net cash generated from (consumed by) operating activities | 8,835 | (137) | |
Cash flow from investing activities | |||
Interest received | 2 | 10 | |
Purchase of property, plant and equipment | (579) | (934) | |
Capitalised development costs | (5,405) | (6,118) | |
Purchase of subsidiary undertaking, net of cash acquired | (6,552) | - | |
Purchase of other intangible assets | - | (175) | |
Net cash used in investing activities | (12,534) | (7,217) | |
Cash flow from financing activities | |||
Net proceeds from (repayments of) borrowings | 8,471 | (1,741) | |
Interest paid | (101) | (209) | |
Dividends paid to shareholders | 7 | (1,556) | (1,430) |
Purchase of own shares for Treasury | 12 | (1,702) | - |
Issue of share capital from Treasury | 12 | 642 | - |
Net cash generated from (used in) financing activities | 5,754 | (3,380) | |
Net increase (decrease) in cash and cash equivalents | 2,055 | (10,734) | |
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 | 10 | 8,411 | 2,078 |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE HALF-YEAR ENDED 28 September 2012
1. General information
Sepura plc ("the Company") is a public limited company incorporated and domiciled in England and Wales, whose Ordinary shares of £0.0005 each are traded on the Main Market of the London Stock Exchange. The Company's registered office is Radio House, St Andrew's Road, Cambridge, CB4 1GR, England.
The Company has prepared condensed consolidated financial statements for the period to 28 September 2012, being the nearest Friday to the end of the period. This approach aligns external reporting dates with internal reporting periods and is in accordance with industry practice.
The condensed consolidated financial statements were approved for issue on 21 November 2012.
The condensed consolidated financial statements do not constitute the statutory accounts of the Company within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 30 March 2012 have been delivered to the Registrar of Companies. The auditors have reported on those accounts and their report was not qualified and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
2. Basis of preparation
The condensed consolidated financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 "Interim financial reporting" as adopted by the European Union. The condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended 30 March 2012, which have been prepared in accordance with IFRS as adopted by the European Union. These condensed consolidated financial statements have been prepared under the same accounting policies and methods of computation as those applied in the preparation of the most recent Annual Report.
The preparation of these condensed consolidated financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated financial statements the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 30 March 2012.
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements for the year ended 30 March 2012.
After making due enquiry, and having considered the Group's forecast for the coming year together with outline projections through to 2014 and available bank facilities, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Consequently, the going concern basis has been applied in preparing these condensed consolidated financial statements.
3. Segmental reporting
IFRS 8 defines operating segments as those activities of an entity about which separate financial information is available and which are evaluated by the Chief Operating Decision Maker to assess performance and determine the allocation of resources. IFRS 8 also sets out the process by which operating segments may be amalgamated into reportable segments because they share the same economic characteristics due to the nature of the products sold, the production processes used and the type of customer for the products. The Company has a single reportable segment, being the design, development and supply of TErrestrial Trunked RAdio ("TETRA") products and systems developed specifically for critical communications applications.
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:
Half-year ended28 September 2012€'000(Unaudited) | Half-year ended30 September 2011€'000(Unaudited) | ||
Operating profit (loss) | 2,678 | (4,823) | |
Depreciation (see Note 9) | 613 | 518 | |
Amortisation (see Note 9) | 5,283 | 6,193 | |
EBITDA | 8,574 | 1,888 | |
Non-recurring costs | 1,129 | 3,662 | |
Reversal of capitalised development costs (see Note 9) | (5,405) | (6,118) | |
Reversal of the IFRS 2 share-option charge (credit) | 275 | (275) | |
Adjusted EBITDA | 4,573 | (843) | |
Adjusted operating profit (loss) has been calculated as follows:
Half-year ended28 September 2012€'000(Unaudited) | Half-year ended30 September 2011€'000(Unaudited) | ||
Operating profit (loss) | 2,678 | (4,823) | |
Adjustments | |||
Non-recurring costs | 1,129 | 3,662 | |
Reversal of capitalised development costs (see Note 9) | (5,405) | (6,118) | |
Reversal of associated amortisation (see Note 9) | 4,570 | 5,956 | |
Reversal of amortisation of acquired intangibles (see Note 9) | 393 | - | |
Reversal of the IFRS 2 share-option charge (credit) | 275 | (275) | |
Adjusted operating profit (loss) | 3,640 | (1,598) | |
5. Income tax credit
The income tax credit for the period is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full year. The tax credit for the period is higher than the standard rate of Corporation Tax in the UK, which is 24% (2012: 26%). The differences are explained below:
Half-year ended28 September 2012€'000(Unaudited) | Half-year ended30 September 2011€'000(Unaudited) | ||
Profit (loss) before income tax | 2,555 | (5,023) | |
At standard rate of Corporation Tax in the UK | 613 | (1,306) | |
Effects of: | |||
Research and development enhanced expenditure | (1,244) | (1,535) | |
Accelerated capital allowances | (45) | 5 | |
Expenses not deductible for tax purposes | 33 | 18 | |
Effect of overseas tax rates | 12 | 27 | |
Employee share options | (219) | - | |
Impact of change in UK tax rate | 225 | 265 | |
Total tax credit | (625) | (2,526) | |
6. Earnings (loss) per share
Basic earnings (loss) 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 diluted earnings (loss) per share, the weighted average number of shares is adjusted to allow for the conversion of all dilutive equity instruments.
Half-year ended28 September 2012(Unaudited) | Half-year ended30 September 2011(Unaudited) | ||
Earnings (loss) attributable toowners of the parent (€'000) | 3,180 | (2,497) | |
Number of shares | |||
Basic weighted average number of shares (000s) | 137,028 | 137,319 | |
Effect of dilutive securities: | |||
Employee incentive plans (000s) | 1,144 | - | |
Diluted weighted average number of shares (000s) | 138,172 | 137,319 | |
Basic EPS (c) | 2.3 | (1.8) | |
Diluted EPS (c) | 2.3 | (1.8) | |
The Group presents an adjusted earnings (loss) 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, all net of UK Corporation Tax at the standard rate. This adjusted earnings (loss) 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.
Half-year ended28 September 2012€'000(Unaudited) | Half-year ended30 September 2011€'000(Unaudited) | ||
Earnings (loss) attributable to owners of the parent | 3,180 | (2,497) | |
Adjustments | |||
Non-recurring costs | 1,129 | 3,662 | |
Reversal of capitalised development costs | (5,405) | (6,118) | |
Reversal of associated amortisation | 4,570 | 5,956 | |
Reversal of amortisation of acquired intangibles | 393 | - | |
Reversal of the IFRS 2 share-option charge (credit) | 275 | (275) | |
962 | 3,225 | ||
Effect of UK Corporation Tax at 24% (2012: 26%) | (231) | (839) | |
Net of UK Corporation Tax at 24% (2012: 26%) | 731 | 2,386 | |
Adjusted earnings (loss) attributable to owners of the parent | 3,911 | (111) | |
Adjusted diluted EPS (c) | 2.8 | (0.1) |
7. Dividends
During the period the Company paid a final dividend in respect of the financial year ended 30 March 2012 of 0.98 pence per Ordinary share, totalling €1,556,000.
An interim dividend for the financial year ending 29 March 2013 of 0.51 pence per Ordinary share has been declared payable by the Company on 3 January 2013 to shareholders on the register at the close of business on 30 November 2012. The declared dividend has not been included as a liability in these condensed consolidated financial statements.
8. Acquisition of 3T
On 16 May 2012 the Group announced the acquisition of the entire share capital of 3T Communications AG, ("3T"), which designs and implements small to mid-size TETRA systems predominantly for the commercial sector. The acquisition of 3T 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 3T achieves cash EBITDA targets over an earn-out period. The first €4 million of any contingent consideration payable will be settled in cash with the final €1 million settled by the issue of ordinary shares in the Company.
The provisional book and fair values of the assets and liabilities acquired are as follows:
Book value€'000 | Fair value adjustments€'000 | Provisional fair value€'000 | |
Intangible assets | - | 4,458 | 4,458 |
Property, plant and equipment | 1,114 | - | 1,114 |
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) | - | (2,282) |
Income tax payable | (103) | - | (103) |
Deferred tax | - | (955) | (955) |
Trade and other payables | (1,998) | - | (1,998) |
Net assets acquired | 1,599 | 3,023 | 4,622 |
Goodwill | 8,378 | ||
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' trade name. These are being amortised over the expected useful economic lives, which have been assessed as five years. The goodwill arising on the acquisition is attributable to the value of synergies arising from the acquisition 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 condensed consolidated half year income statement.
3T reported a profit after tax for the year ended 31 December 2011 of €0.3 million. 3T contributed €5.2million of revenue and €0.3 million of earnings to the Group's results during the period, while the Group's revenue and earnings would have been €44.6 million and €3.1 million respectively if 3T had been a member of the Group for the whole period.
9. Capital expenditure
Half-year ended28 September 2012(Unaudited) | Capitalisation ofdevelopmentcosts€'000 | Softwareand similarlicences€'000 | Acquiredintangiblesand goodwill€'000 | Totalintangibleassets€'000€'000 | Property,plant andequipment€'000€'000 |
Net book value at 31 March 2012 | 26,853 | 1,356 | - | 28,209 | 4,022 |
Additions | 5,405 | - | - | 5,405 | 579 |
Acquisition (see Note 8) | - | - | 12,836 | 12,836 | 1,114 |
Amortisation or depreciation charge | (4,570) | (320) | (393) | (5,283) | (613) |
Net book value at 28 September 2012 | 27,688 | 1,036 | 12,443 | 41,167 | 5,102 |
Major additions to property, plant and equipment comprised test and IT equipment.
Half-year ended30 September 2011(Unaudited) | Capitalisation ofdevelopmentcosts€'000 | Softwareand similarlicences€'000 | Totalintangibleassets€'000€'000 | Property,plant andequipment€'000€'000 |
Net book value at 2 April 2011 | 27,525 | 1,896 | 29,421 | 3,500 |
Foreign exchange | 755 | (75) | 680 | 74 |
Additions | 6,118 | 175 | 6,293 | 650 |
Disposals | - | - | - | (8) |
Amortisation or depreciation charge | (5,956) | (237) | (6,193) | (518) |
Impairment | (2,033) | (269) | (2,302) | - |
Net book value at 30 September 2011 | 26,409 | 1,490 | 27,899 | 3,698 |
10. Reconciliation of cash flows to movements in net debt
Half-year ended28 September 2012€'000(Unaudited) | Half-year ended30 September 2011€'000(Unaudited) | |
Net increase (decrease) in cash and cash equivalents | 2,055 | (10,734) |
Draw down of revolving credit facility to fund the acquisition of 3T and related costs | (8,500) | - |
Repayment of acquired borrowings by 3T | 29 | - |
Repayment of previous facilities | - | 1,741 |
Changes in net debt resulting from cash flows | (6,416) | (8,993) |
Amortisation of debt issue costs | (24) | (28) |
Borrowings acquired with subsidiary undertaking | (2,282) | - |
Net movements in net debt | (8,722) | (9,021) |
Foreign exchange | - | 121 |
Net funds at the beginning of the period | 6,572 | 7,553 |
Net debt at the end of the period | (2,150) | (1,347) |
Net debt comprises: | ||
Cash and cash equivalents | 8,411 | 2,078 |
Borrowings: Draw down of revolving credit facility | (8,500) | - |
Unamortised debt issue costs | 192 | - |
3T's current borrowings | (1,745) | - |
Previous facilities | - | (3,425) |
Current borrowings | (10,053) | (3,425) |
3T's non-current borrowings | (508) | - |
Net debt at the end of the period | (2,150) | (1,347) |
On 14 October 2011 the Group entered into a five year, £18 million revolving credit facility, which is secured by a fixed and floating charge over the Group's assets. At the end of the period €8.5 million had been drawn down under this facility to finance the acquisition of 3T.
11. Provisions
At the end of the period provisions included €5 million of contingent consideration relating to the acquisition of 3T as explained in Note 8 above.
12. Share capital
During the period the Company purchased 1,844,712 Ordinary shares for Treasury for aggregate consideration including costs of €1,702,000. 1,639,889 Ordinary shares were issued out of Treasury to settle the exercise of employee share options, for total consideration paid by employees of €642,000, leaving 204,823 (2012: Nil) Ordinary shares held in Treasury at the end of the period.
13. Seasonality
Deliveries during the period reflected the usual weighting towards the second half of the year, which includes the end of the UK and German public sector fiscal years and the corresponding increase in business as customer budgets are confirmed.
14. Contingent liabilities
The Group has entered into a bank guarantee of €11,000 in respect of premises leased by its subsidiary Sepura Deutschland GmbH, and has entered into a number of guarantee and performance bond arrangements in the normal course of business. The Group is also subject to disputes with suppliers during the ordinary course of business. Provision is made for any amounts that the Directors consider will probably become payable under such arrangements.
15. Post balance sheet events
There have been no material post balance sheet events.
Statement of Directors' responsibilities
A copy of the condensed consolidated financial statements of the Group is placed on the Company's website. The Directors are responsible for the maintenance and integrity of information on the Company's website. Information published on the internet is accessible in many countries with different legal requirements. Legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
The Directors confirm that to the best of their knowledge:
§ This condensed set of consolidated interim financial statements has been prepared in accordance with IAS 34 as adopted by the European Union;
§ The interim management report includes a fair review of the information required by:
§ DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remainder of the financial year; and
§ DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any material changes in the related party transactions described in the last Annual Report.
The Directors of the Group are listed in the Group's Annual Report for the year ended 30 March 2012. A list of the current directors is also maintained on the Sepura website: www.sepura.com.
By order of the Board,
Gordon Watling
Chief Executive Officer
Steve Chamberlain
Chief Financial Officer
21 November 2012
INDEPENDENT REVIEW REPORT TO SEPURA PLC
Introduction
We have been engaged by the Company to review the condensed consolidated financial statements in the half-yearly financial report for the six months ended 28 September 2012, which comprises the condensed consolidated half-year income statement, the condensed consolidated half-year statement of comprehensive income, condensed consolidated half-year statement of changes in equity, condensed consolidated half-year balance sheet, condensed consolidated half-year statement of cash flows and related notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed consolidated financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the Company for the purpose of the Disclosure and Transparency Rules of the Financial Services Authority and for no other purpose. We do not, in producing this report, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements in the half-yearly financial report for the six months ended 28 September 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
PricewaterhouseCoopers LLP
Chartered Accountants
Cambridge
21 November 2012
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