TIDMADT

RNS Number : 5309W

AdEPT Telecom plc

11 November 2014

AdEPT Telecom plc

("AdEPT" or the "Company")

Interim results for the 6 months ended 30 September 2014

AdEPT, one of the UK's leading independent providers of award-winning landline voice and data connectivity telecommunications services, VoIP and mobile networks, announces its results for the 6 months ended 30 September 2014.

Highlights

   --      Total revenue increased by 11.3% to GBP11.3 million (2013: GBP10.2 million) 
   --      EBITDA increased by 12.7% to GBP2.36 million (2013: GBP2.09 million) 
   --      EBITDA margin increased to 20.8% (2013: 20.6%) 
   --      Adjusted profit before tax increased by 13.9% to GBP2.2 million (2013: GBP1.9 million) 
   --      Adjusted EPS increased by 12.2% to 8.38p (2013: 7.47p) 
   --      Interim dividend increased by 50% to 2.25p per share (2013: 1.50p) 
   --      Free cash flow increased by 29.1% to GBP2.2 million (2013: GBP1.7 million) 
   --      Gearing down to 29% (2013: 38%) 

-- Net debt, after GBP2.1m acquisition payments, reduced by GBP0.7 million in the last 12 months to GBP3.2 million (2013: GBP3.9 million)

-- Next generation services revenue increased by 29.0% to GBP3.0 million (2013: GBP2.4 million)

Business review

Total revenue increased by 11.3% through a combination of organic new contract wins, particularly in the public sector, and acquisitions. AdEPT is continuing to successfully make the transition from a traditional fixed line service provider to a complete communications integrator offering best of breed products from all major UK networks. Revenue from next generation services, including data connectivity, network solutions and cloud-based contact centre solutions increased by 29.0% to 26.8% of total revenue for the six months ended 30 September 2014 (September 2013: 23.2%). The demand for faster data connectivity speeds has continued and this is being achieved through a wider data connectivity service offering, including 10Gb, 40Gb and 100Gb Optical Spectrum Services (OSEA) data connectivity solutions under the Ja.Net framework for universities and colleges.

AdEPT has had continued success in the public sector space during the period winning a number of new contracts with councils within the public sector. Over the last 18 months AdEPT has been successful in gaining new contracts with more than 20 councils as a result of its various public sector framework agreements. In July 2014, the Company renewed the Ja.net framework agreement under which AdEPT is one of only a small number of companies approved to sell data connectivity and networks to UK universities and colleges. Shortly after the period end, in October 2014, the Eastern Shires Purchasing Organisation awarded AdEPT a two year extension to its sole supplier Telecom Framework to local government for calls, lines, broadband, super-fast broadband (fibre), data connectivity and SIP trunks. AdEPT is also an approved supplier under the Telephony Services Framework by Crown Commercial Service, the purchasing arm of the Cabinet Office. Approved supplier status under these framework agreements gives the Company authority to provide services to both local and central government bodies.

Financing

Free cash flow (cash generated from operations after interest) amounted to GBP2.2 million, representing an increase of 29.1% (September 2013: GBP1.7 million). GBP1.8 million of available funds was used to fund the initial cash consideration for the acquisition the issued share capital of Bluecherry Telecom Limited on 8 April 2014. These interim results include a full 6 month contribution from the acquisition of the entire issued share capital of Bluecherry Telecom Limited (further details are included in Note 6). In addition, a further GBP0.3 million was used to fund part of the deferred consideration in relation to the acquisition of certain trade and assets from Bluebell Telecom Limited which was announced on 6 August 2013.

Net debt and gearing

Net borrowings have been reduced by GBP0.7 million during the last 12 months, despite GBP2.1 million acquisition payments. Net borrowings at 30 September 2014 were GBP3.2 million (September 2013: GBP3.9 million).

This resulted in a reduction in gearing to 29% (September 2013: 38%).

Profit before and after tax

Adjusted profit before tax (adding back non-cash amortisation) increased by 13.9% to GBP2.2 million (September 2013: GBP1.9 million) arising entirely from the improved operating profit. Reported profit after tax increased by 11.9% to GBP0.8 million (2013: GBP0.7 million).

Earnings per share

Adjusted (basic) earnings per share has increased 12.2% to 8.38p for the six months ended 30 September 2014 (September 2013: 7.47p) as a result of the GBP0.27 million increase to EBITDA.

Dividends

The Directors have declared an interim dividend of 2.25p per Ordinary Share in respect of the year ending 31 March 2015, an increase of 50% over interim dividend for the comparative period (September 2013: 1.50p). This will absorb approximately GBP0.50 million of shareholders' funds (September 2013: GBP0.32 million). It is proposed by the Directors that this dividend will be paid on 10 April 2015 to shareholders who are on the register of members on the record date of 20 March 2015. Subject to the audited results for the year ending 31 March 2015, it is the intention of the Board to look to propose a final dividend with the March 2015 final results.

Strong free cash flow generation has continued since the end of the period, so there continues to be considerable scope for the Board to continue its progressive future dividend policy.

Outlook

This has been an excellent 6 months with improved results in all key areas. We continue to be highly cash generative and there is considerable scope for a progressive dividend policy whilst continuing to identify and integrate earnings-enhancing acquisitions.

Roger Wilson

Chairman

11 November 2014

Enquiries:

AdEPT Telecom

   Roger Wilson, Chairman                          07786 111535 
   Ian Fishwick, Chief Executive                  01892 550225 
   John Swaite, Finance Director                 01892 550243 
   Northland Capital Partners Limited     020 7382 1100 

Nominated Adviser

Edward Hutton/Lauren Kettle

Broking

John Howes/Alice Lane

UNAUDITED STATEMENT OF COMPREHENSIVE INCOME

 
 
                                                          Six months ended 
                                                     30 September   30 September 
                                                             2014           2013 
                                              Note        GBP'000        GBP'000 
-------------------------------------------  -----  -------------  ------------- 
 
 REVENUE                                                   11,323         10,169 
 Cost of sales                                            (7,115)        (6,316) 
-------------------------------------------  -----  -------------  ------------- 
 
 GROSS PROFIT                                               4,208          3,853 
 Administrative expenses                                  (2,960)        (2,692) 
-------------------------------------------  -----  -------------  ------------- 
 
 OPERATING PROFIT                                           1,248          1,161 
 
 Total operating profit - analysed: 
 
 Operating profit before depreciation and 
  amortisation                                              2,356          2,091 
 Share based payments                                           3            (4) 
 Depreciation of tangible fixed assets                       (23)           (16) 
 Amortisation of intangible fixed assets                  (1,088)          (910) 
-------------------------------------------  -----  -------------  ------------- 
 
 Total operating profit                                     1,248          1,161 
-------------------------------------------  -----  -------------  ------------- 
 
 Finance costs                                              (126)          (130) 
 Finance income                                                 -              - 
-------------------------------------------  -----  -------------  ------------- 
 
 PROFIT BEFORE INCOME TAX                                   1,122          1,030 
 Income tax expense                                         (360)          (350) 
-------------------------------------------  -----  -------------  ------------- 
 
 TOTAL COMPREHENSIVE INCOME FOR THE PERIOD                    762            680 
-------------------------------------------  -----  -------------  ------------- 
 
 Attributable to: 
 Equity holders                                               762            680 
 
 Earnings per share 
 Basic earnings per share (pence)              3            3.45p          3.20p 
 
 Diluted earnings per share (pence)            3            3.19p          2.85p 
 
 Adjusted earnings per share, after 
 adding back amortisation 
 Basic earnings per share (pence)              3            8.38p          7.47p 
 
 Diluted earnings per share (pence)            3            7.75p          6.66p 
 

UNAUDITED STATEMENT OF FINANCIAL POSITION

 
 
                                            30 September   30 September   31 March 
                                                    2014           2013       2014 
                                                 GBP'000        GBP'000    GBP'000 
----------------------------------------   -------------  -------------  --------- 
 
 ASSETS 
 Non-current assets 
 Intangible assets                                16,012         16,024     15,018 
 Property, plant and equipment                       101             56         79 
 Deferred income tax                                 118            121        115 
-----------------------------------------  -------------  -------------  --------- 
 
                                                  16,231         16,201     15,212 
 Current assets 
 Inventories                                           4              4          4 
 Trade and other receivables                       2,497          2,416      2,332 
 Cash and cash equivalents                         1,942          1,525      3,777 
-----------------------------------------  -------------  -------------  --------- 
 
                                                   4,443          3,945      6,113 
 
 Total assets                                     20,674         20,146     21,325 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                          4,118          3,506      3,854 
 Income tax                                          393          1,024         29 
 Short term borrowings                             1,189          1,210      1,206 
-----------------------------------------  -------------  -------------  --------- 
 
                                                   5,700          5,740      5,089 
 Non-current liabilities 
 Long term borrowings                              3,953          4,207      5,533 
 Provisions for liabilities and charges                -             16          - 
----------------------------------------   -------------  -------------  --------- 
 
 Total liabilities                                 9,653          9,963     10,622 
----------------------------------------- 
 
 Net assets                                       11,021         10,183     10,703 
 
 SHAREHOLDERS' EQUITY 
 Share capital                                     2,207          2,128      2,194 
 Share premium                                       231             50        189 
 Retained earnings                                 8,583          8,005      8,320 
-----------------------------------------  -------------  -------------  --------- 
 
 Total equity                                     11,021         10,183     10,703 
-----------------------------------------  -------------  -------------  --------- 
 

UNAUDITED STATEMENT OF CHANGES IN EQUITY

 
 
                                              Attributable to equity holders of 
                                                            parent 
 
                                                              Share 
                                       Share       Share    capital     Retained      Total 
                                     capital     premium      to be     earnings     equity 
                                                             issued 
                                     GBP'000     GBP'000    GBP'000      GBP'000    GBP'000 
 
 Equity at 1 April 2013                2,107           -        150        7,490      9,747 
 Profit for six months ended 30 
  September 2013                           -           -          -          680        680 
 Issue of new equity                      21          50          -            -         71 
 Transfer of reserves                      -           -       (70)           70          - 
 Share based payments                      -           -          4            -          4 
 Dividend                                  -           -          -        (319)      (319) 
 
 Balance at 30 September 2013          2,128          50         84        7,921     10,183 
 
 Profit for six months ended 31 
  March 2014                               -           -          -          650        650 
 Issue of new equity                      66         139          -            -        205 
 Deferred tax asset adjustment             -           -          -            5          5 
 Transfer of reserves                      -           -         70         (70)          - 
 Share based payments                      -           -       (82)           85          3 
 Dividend                                  -           -          -        (343)      (343) 
 Balance at 31 March 2014              2,194         189         72        8,248     10,703 
 
 Profit for six months ended 30 
  September 2014                           -           -          -          762        762 
 Issue of new equity                      13          42          -            -         55 
 Transfer of reserves                      -           -          -            -          - 
 Share based payments                      -           -        (2)            -        (2) 
 Dividend                                  -           -          -        (497)      (497) 
 
 Balance at 30 September 2014          2,207         231         70        8,513     11,021 
 
 

UNAUDITED STATEMENT OF CASH FLOWS

 
 
                                                          Six months ended         Year ended 
                                                     30 September   30 September     31 March 
                                                             2014           2013         2014 
                                                          GBP'000        GBP'000      GBP'000 
-------------------------------------------------   -------------  -------------  ----------- 
 
 Cash flows from operating activities 
 Profit before income tax                                   1,122          1,030        1,845 
 Depreciation and amortisation                              1,111            926        1,934 
 Share based payments                                         (3)              4            7 
 Net finance costs                                            126            130          257 
 Decrease in inventories                                        -              -            - 
 Increase in trade and other receivables                    (194)          (319)        (269) 
 Increase in trade and other payables                         129             64          201 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Cash generated from operations                             2,291          1,836        3,976 
 Income taxes paid                                              -              -      (1,149) 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Net cash from operating activities                         2,291          1,836        2,827 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Cash flows from investing activities 
 Interest paid                                               (97)          (136)        (244) 
 Acquisition of trade and assets                          (2,058)        (2,175)      (2,176) 
 Purchase of intangible assets                               (27)            (5)         (14) 
 Purchase of property, plant and equipment                   (45)           (21)         (63) 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Net cash used in investing activities                    (2,227)        (2,337)      (2,497) 
 
 Cash flows from financing activities 
 Dividends paid                                             (329)          (158)        (318) 
 Issue of shares                                               55             71          276 
 Repayment of borrowings                                  (1,625)          (625)      (1,250) 
 Increase of bank loan                                          -          1,100        3,100 
 
 Net cash (used in)/from financing activities             (1,899)            388        1,808 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Net increase/(decrease) in cash and cash 
  equivalents                                             (1,834)          (114)        2,138 
 Cash and cash equivalents at beginning 
  of period/year                                            3,776          1,639        1,639 
 
 Cash and cash equivalents at end of period/year            1,942          1,525        3,777 
--------------------------------------------------  -------------  -------------  ----------- 
 
 Cash at bank and in hand                                   1,942          1,525        3,777 
 Bank overdrafts                                                -              -            - 
-------------------------------------------------   -------------  -------------  ----------- 
 
 Cash and cash equivalents                                  1,942          1,525        3,777 
--------------------------------------------------  -------------  -------------  ----------- 
 
 

ACCOUNTING POLICIES

   1        Basis of preparation 

The financial information set out in this interim report which has not been audited, does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Company's statutory financial statements for the year ended 31 March 2014, prepared under International Financial Reporting Standards, were approved by the board of directors on 7 July 2014 and have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified, did not contain any emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the EU. Comparatives for the year ended 31 March 2014 have been extracted from the audited statutory accounts.

   2        Accounting policies 

The same accounting policies, presentation and methods of computation are followed in this interim report as were applied in the preparation of the Company's annual financial statements for the year ended 31 March 2014.

   3        Earnings per share 
 
                                                   Six months ended         Year ended 
                                              30 September   30 September     31 March 
                                                      2014           2013         2014 
                                                   GBP'000        GBP'000      GBP'000 
-------------------------------------------  -------------  -------------  ----------- 
 
 Earnings for the purposes of basic 
  and diluted 
 earnings per share 
 Profit/(loss) for the period attributable 
  to equity holders 
 of the parent                                         761            680        1,330 
 Amortisation                                        1,088            910        1,900 
 Gain on bargain purchase                                -              -            - 
 
 Adjusted profit attributable to equity 
  holders of the 
 parent, adding back amortisation and 
  non-recurring costs                                1,849          1,590        2,676 
 
 Number of shares 
 Weighted average number of shares used 
  for earnings 
 per share                                      22,069,603     21,279,603   21,551,563 
 Dilutive effect of share plans                  1,797,191      2,615,668    2,380,668 
-------------------------------------------  -------------  -------------  ----------- 
 
 Diluted weighted average number of 
  shares used to 
 calculate fully diluted earnings per 
  share                                         23,866,794     23,895,271   23,932,231 
 
 Earnings per share 
 Basic earnings per share (pence)                    3.45p          3.20p        6.17p 
 Fully diluted earnings per share (pence)            3.19p          2.85p        5.56p 
 
 
 Adjusted earnings per share, after 
  adding back 
 amortisation and non-recurring costs 
 Adjusted basic earnings per share (pence)           8.38p          7.47p       14.99p 
 Adjusted fully diluted earnings per 
  share (pence)                                      7.75p          6.66p       13.50p 
 
 

Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue.

Adjusted earnings per share is calculated by dividing the profit attributable to equity holders of the Company (after adding back amortisation) by the weighted average number of ordinary shares in issue.

Fully diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares by existing share options, assuming dilution through conversion of all existing options.

   4              Segmental information 

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 next generation services, which incorporates cloud-based contact centre solutions, data connectivity, mobile and VoIP services, these 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.

 
                                            Unaudited                                  Unaudited 
                                   6 months ended 30 September                6 months ended 30 September 
                                               2014                                       2013 
                           ------------------------------------------  ----------------------------------------- 
                               Fixed         Next                          Fixed         Next 
                                line   generation   Central                 line   generation   Central 
                            services     services     costs     Total   services     services     costs    Total 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 Revenue                       8,285        3,038         -    11,323      7,813        2,355         -   10,169 
 Gross profit                  3,217          991         -     4,208      3,152          701         -    3,853 
 Gross margin 
  %                            38.8%        32.6%         -     37.2%      40.3%        29.7%         -    37.9% 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 EBITDA                        1,811          546         -     2,356      1,724          367         -    2,091 
 EBITDA %                      21.9%        18.0%         -     20.8%      22.1%        15.6%         -    20.6% 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 Amortisation                (1,088)            -         -   (1,088)      (910)            -         -    (910) 
 Depreciation                      -            -      (23)      (23)          -            -      (16)     (16) 
 Share-based payments              -            -         2         2          -            -       (4)      (4) 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 Operating profit/(loss)         723          546      (20)     1,248        814          367      (20)    1,161 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 Finance costs                                        (126)     (126)                             (130)    (130) 
 Income tax                                           (361)     (361)                             (350)    (350) 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 Profit after 
  tax                            723          546     (507)       762        814          367     (500)      680 
-------------------------  ---------  -----------  --------  --------  ---------  -----------  --------  ------- 
 
 
                                             Audited 
                                    Year ended 31 March 2014 
                           ------------------------------------------ 
                               Fixed         Next 
                                line   generation   Central 
                            services     services     costs     Total 
-------------------------  ---------  -----------  --------  -------- 
 Revenue                      15,705        5,147         -    20,852 
 Gross profit                  6,016        1,568         -     7,584 
 Gross margin %                38.3%        30.5%         -     36.4% 
-------------------------  ---------  -----------  --------  -------- 
 EBITDA                        3,318          725         -     4,043 
 EBITDA %                      21.1%        14.1%         -     19.4% 
-------------------------  ---------  -----------  --------  -------- 
 Amortisation                (1,898)            -         -   (1,898) 
 Impairment charge               (2)            -         -       (2) 
 Depreciation                      -            -      (34)      (34) 
 Share-based payments              -            -       (7)       (7) 
-------------------------  ---------  -----------  --------  -------- 
 Operating profit/(loss)       1,418          725      (41)     2,102 
-------------------------  ---------  -----------  --------  -------- 
 Finance costs                     -            -     (257)     (257) 
 Income tax                        -            -     (515)     (515) 
-------------------------  ---------  -----------  --------  -------- 
 Profit after tax              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 comprise less than 10% of total turnover and do not require disclosure for either 2014 or 2015.

   5              Share options 

Details of the share options outstanding during the period are as follows:

 
                                 6 months ended         6 months ended           Year ended 
                                  30 September           30 September           31 March 2014 
                                      2014                   2013 
                             ---------------------  ---------------------  --------------------- 
                                 Number   Weighted      Number   Weighted      Number   Weighted 
                              of shares    average   of shares    average   of shares    average 
                                  under   exercise       under   exercise       under   exercise 
                                 option      price      option      price      option      price 
---------------------------  ----------  ---------  ----------  ---------  ----------  --------- 
 Outstanding at start 
  of period                   1,955,668        42p   3,271,353        42p   3,271,353        42p 
 Granted during the period       32,143       140p           -          -           -          - 
 Forfeited during the 
  period                       (60,620)        50p   (443,525)       134p   (443,525)       134p 
 Exercised during the 
  period                      (130,000)        42p   (212,160)        33p   (872,160)        32p 
---------------------------  ----------  ---------  ----------  ---------  ----------  --------- 
 Outstanding at end of 
  period                      1,797,191        24p   2,615,668        28p   1,955,668        27p 
---------------------------  ----------  ---------  ----------  ---------  ----------  --------- 
 

The weighted average fair values have been determined using the Black-Scholes-Merton Pricing Model with the following assumptions and inputs:

 
                                    30 September   30 September     31 March 
                                            2014           2013         2014 
---------------------------------  -------------  -------------  ----------- 
 Risk free interest rate              1.95-4.13%     1.95-4.13%   1.95-4.13% 
 Expected volatility                       3-83%          3-83%        3-83% 
 Expected option life (years)            1.0-5.7        1.0-5.7      1.0-5.7 
 Expected dividend yield                    2.0%           2.0%         2.0% 
 Weighted average share price                43p            42p          42p 
 Weighted average exercise price             45p            44p          44p 
 Weighted average fair value of 
  options granted                             4p             5p           5p 
---------------------------------  -------------  -------------  ----------- 
 

The expected average volatility was determined by reviewing the last 65 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% which is based upon the actual dividend yield for the period ended 30 September 2014. It does not bear any relation to the future dividend policy of AdEPT Telecom plc.

The mid-market price of the ordinary shares on 30 September 2014 was 119p and the range during the period was 35p.

The share option expense recognised during the period in the statement of comprehensive income was (GBP2,462) (September 2013: GBP4,494).

   6              Business combinations 

On 8 April 2014 the Company acquired the entire issued share capital of Bluecherry Telecom Limited for an initial cash consideration of GBP1.8m plus the value of the net assets at completion (GBP0.25m and being represented by cash). Further consideration of between GBP0.2m and GBP0.75m will be payable, also in cash, dependent upon performance of the contracts acquired during the year ending 30 April 2015. 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 forms part of the Company's strategy as the acquired customer base complements that of AdEPT and provides cross-selling opportunities.

Management of the customer contracts was transferred to AdEPT's office in Tunbridge Wells, Kent during April 2014. Acquisition related costs of GBP21,228 have been recognised as an expense in the statement of comprehensive income for the period ended 30 September 2014. Bluecherry Telecom Limited contributed revenue and profit (after acquisition and financing costs) of GBP0.6 million and GBP0.15 million respectively in the statement of comprehensive income for the period ended 30 September 2014. A fair value of GBP2.1 million in relation to the customer contracts for the acquired business has been recognised as intangible asset additions in the period ended 30 September 2014. No other assets or liabilities were acquired.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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