TIDMPNX

RNS Number : 9263W

Phoenix IT Group PLC

29 November 2010

29 November 2010

Phoenix IT Group plc

Interim Results for the six months ended 30 September 2010

Phoenix IT Group plc ('Phoenix' or 'the Group') the UK IT services company, announces its interim results for the six months ended 30 September 2010.

FINANCIAL HIGHLIGHTS

Financial performance

 
 --   Group revenues increased by 13.4% to GBP138.4m (2009: GBP122.0m) 
 --   Group underlying* operating profit GBP17.3m (2009: GBP17.4m) 
 --   Underlying** profit before tax increased by 2.0% to GBP15.1m 
       (2009: GBP14.8m) 
 --   Net debt (including finance leases) reduced to GBP63.5m 
       (2009: GBP78.0m) 
 --   Underlying** diluted earnings per share increased by 3.6% 
       to 14.2p (2009: 13.7p) 
 --   Interim dividend rebased to 3.50 pence per share - an increase 
       of 62.8% (2009: 2.15 pence per share) 
 

Statutory financial performance

 
 --   Profit from operations GBP15.8m (2009: GBP15.9m) 
 --   Profit before tax GBP13.3m (2009: GBP13.3m) 
 --   Diluted earnings per share increased by 1.6% to 12.5p (2009: 
       12.3p) 
 --   Basic earnings per share increased by 0.8% to 12.9p (2009: 
       12.8p) 
 

OPERATIONAL HIGHLIGHTS

 
 --   ICM Continuous Business and Servo Divisions to merge from 
       1 April 2011 
 --   Revenue momentum and earnings growth quarter on quarter 
 --   Targeted investment to further develop "cloud" services 
 --   Continuing high demand for managed hosting services 
 --   New banking facilities materially increase the financial 
       resources of the Group 
 --   Good cash generation and further reduction in net debt 
 

* Underlying - adjusted for non-recurring items GBPnil (2009: GBPnil) and amortisation of acquired intangibles GBP1.5m (2009: GBP1.5m)

**Underlying - adjusted for non-recurring items GBP0.3m (2009: GBPnil) and amortisation of acquired intangibles GBP1.5m (2009: GBP1.5m)

Commenting on these results, Nick Robinson, Chief Executive of Phoenix, said:

"The Group has started the year well with revenue momentum driven by acquisitions and new business wins in the previous financial year along with continued progress within the existing business. The fundamentals of our business remain unchanged: recurring revenues, strong cash generation and a focus on niche markets where higher margins and higher rates of growth can be achieved. The second half has started well with an increase in sales opportunities across all three divisions and we remain confident that the Board's expectations for the full year will be achieved."

 
 Enquiries 
 Phoenix IT Group     Tel: +44 (0)1604 769000 
 Peter Bertram        Executive Chairman 
 Nick Robinson        Chief Executive Officer 
 
 Financial Dynamics   Tel: +44 (0)20 7831 3113 
 Charlie Palmer 
 Haya Herbert-Burns 
 Nicola Biles 
 

Responsibility statement

We confirm that to the best of our knowledge:

 
          (a)            the condensed set of financial statements has been 
                         prepared in accordance with IAS 34 'Interim Financial 
                         Reporting'; 
 
          (b)            the interim management report includes a fair review 
                         of the information required by DTR 4.2.7R (indication 
                         of important events during the first six months and 
                         description of principal risks and uncertainties for 
                         the remaining six months of the year); and 
 
          (c)            the interim management report includes a fair review 
                         of the information required by DTR 4.2.8R (disclosure 
                         of related party transactions and changes therein). 
 
 By order of the Board 
 
 

Peter Bertram

Executive Chairman

26 November 2010

This half-year interim management report covers the six months ended 30 September 2010 and has been prepared to provide additional information to the shareholders to assess the Group's strategies, the success of those strategies and the potential for those strategies to succeed in the future. This report should not be relied on by any other party or for any other purpose.

Forward looking statements

Any forward looking statements made within this half-year interim management report have been made in good faith by the Directors based on the information available up to the date of the Directors' approval of this report. These forward looking statements should be treated with caution due to the inherent uncertainties, including macroeconomic uncertainties, in the markets that the Group serves and business risk factors which may affect their outcome.

This interim management report has been prepared for the Phoenix IT Group as a whole and therefore it gives greater emphasis to those matters which are significant to Phoenix IT Group plc and its subsidiary undertakings when viewed as a whole.

Interim management report to the members of Phoenix IT Group plc

Introduction

The Group has made good progress during 2010 with revenues in all Divisions increasing during the six months ended 30 September 2010.

Despite cutbacks in the public sector, the overall trend for outsourcing remains positive and while pressures on public spending may impact growth in the short term the requirement for the public sector to achieve cost efficiencies offers opportunities for the Group going forward. We continue to see outsourcing opportunities in both the public and private sector as customers seek to reduce their cost base.

We remain increasingly well positioned to take advantage of the move to a new era in IT infrastructure, often known as the "cloud" and during the last 18 months the Group has seen significant growth in its data centre and hosting related businesses. In the Servo (Mid-market Services) Division, the Virtual Shared Platform and Managed Hosting offering is extremely popular; whilst in the ICM Continuous Business (Business Continuity) Division the High Availability data centre services; Data Replication and On-line Backup are transforming the way in which clients store and recover their critical business data and applications. For many customers 'continuous business' is now an achievable reality. Virtualisation is now well established and will soon emerge in the desktop market as well as becoming the established standard for implementing servers in the data centre.

With this demand for both availability and technological change, the lines have become blurred between what is a solution for 'normal' operations and what is a solution for disaster scenario. From 1 April 2011 therefore, a single end-user based organisation will be created by merging the ICM Continuous Business (Business Continuity) and Servo (Mid-market Services) Divisions together.

Operating from 17 UK locations the combined businesses will provide a breadth of complementary Phoenix Group services that deliver high performance, availability of technology, infrastructure, networks, workplace and professional services.

Results

Group revenues increased, as expected, by 13.4% to GBP138.4m (2009: GBP122.0m). The Phoenix IT Services (Partner Services) Division has seen revenues increase significantly following the three large contract wins during the latter part of the previous financial year, and our Servo (Mid-market Services) Division continues to grow its contractual and professional services revenues.

Profit before tax, non-recurring items and amortisation of acquired intangibles increased by 2.0% to GBP15.1m (2009: GBP14.8m) largely due to lower net finance costs of GBP2.2m (2009: GBP2.6m). The lower finance costs reflect a fall in the cost of borrowing combined with a lower level of average net borrowings period-on-period. Profit from operations was GBP15.8m (2009: GBP15.9m). Profit before tax was GBP13.3m (2009: GBP13.3m).

Trading in the second quarter (the three months from July 2010 to September 2010) has improved over the first three months (from April 2010 to June 2010) of the current financial year as we have seen a continuation of some of the trends identified in the second half of the last financial year, particularly around the market for "cloud" computing services. This market continues to develop at a fast pace and covers a broad spectrum of services allowing businesses to move all of their computing needs to a hosted service, accessible over the internet.

The tax rate of 26.8% (2009: 27.6%) is based on the annual effective rate applied to profit before tax for the period and takes into account the announcement by the Chancellor of the Exchequer in his Budget Speech to reduce the rate of Corporation Tax from 28% to 27%. The Government has also indicated that it intends to enact further reductions in the corporation tax rate of 1% per annum, reducing the rate to 24% by 1 April 2014. This decrease had not been substantively enacted at the balance sheet date and therefore has not been reflected in the interim statement.

Diluted earnings per share increased to 12.5p (2009: 12.3p) and adjusted diluted earnings per share (excluding amortisation of acquired intangibles and non-recurring costs) increased to 14.2p (2009: 13.7p).

Dividend

After careful consideration the Board has decided to rebase the Group's dividends in light of its continued strong cash generation and the greater flexibility afforded by the recent refinancing of its borrowing facilities. The Group has investment opportunities, both organic and acquisitive, within its chosen growing markets and the Board believes these can be comfortably afforded within a higher dividend pay-out ratio. The Board's objective will be to at least maintain the rebased level of dividends in real terms within a pay-out ratio of between about 35 and 45% of profit, subject to unusual events or circumstances.

In this context the Board announces an interim dividend of 3.50p per share, an increase of 62.8%. In addition to this rebasing, it is the Board's intention to accelerate dividend payment dates. The 3.50p interim dividend will be payable on 17th January 2011 to shareholders on the register on 7th January 2011.

Net debt and borrowing facilities

The Group has continued to generate cash and further pay down debt. Net debt (including GBP12.3m of finance leases) decreased in the period by GBP4.4m (2009: GBP10.4m) to GBP63.5m (2009: GBP78.0m, 31 March 2010: GBP67.9m). Capital investment has been focused on developing existing facilities leading to an increase in spend (net of disposals) of GBP8.4m (2009: GBP2.1m). We expect investment to continue into the second half of this financial year with planned expenditure in our data centres at Birstall and Farnborough and business continuity facilities in Birmingham.

On 20 August 2010, the Group signed a new GBP90.0m, four year revolving credit facility and renewed its GBP10.0m overdraft for a further twelve months. The new facility was used to refinance the Group's existing facility (due to expire in May 2012) and significantly increases the amount of capital available for investment. The new facilities are provided by Barclays Bank plc, HSBC Bank plc, The Royal Bank of Scotland plc and Yorkshire Bank. Arrangement and legal fees amounting to GBP1.6m are being amortised straight line over the first 36 months of the new facility.

Review of operations

ICM Continuous Business (Business Continuity)

 
                             Reviewed six     Reviewed six 
                             months to 30     months to 30 
                           September 2010   September 2009        change 
 Revenue                         GBP28.4m         GBP26.1m        + 9.1% 
 Profit from operations           GBP6.9m          GBP6.6m        + 3.8% 
 Operating margin                   24.1%            25.4% 
 Order book                     GBP116.9m         GBP96.7m    + GBP20.2m 
 Annual contract                 GBP55.4m         GBP51.8m     + GBP3.6m 
  value 
 

Revenues for the period were GBP28.4m (2009: GBP26.1m), including GBP1.1m in respect of Shadow Planner which was acquired on 23 December 2009. Excluding the impact of Shadow Planner, divisional revenues increased by 4.8% with growth being held back by lower, traditional IT disaster recovery revenues, which were 38% of divisional revenues for the six month period to 30 September 2010 (2009: 46%). The growth in "cloud" services and in particular virtualisation is creating new solutions for IT business continuity as an alternative to traditional disaster recovery options.

The business has continued to invest in new products and services within the "cloud" and has expanded its infrastructure, hosting and business continuity facilities. The impact of these up-front investments has been to hold back the growth in operating profit and a reduction in the operating margin, which decreased from 25.4% to 24.1% during the first half of the current financial year. Excluding the contribution from Shadow Planner, profit from operations for the six month period ended 30 September 2010 was GBP6.6m and the operating margin was 24.0%.

Total capital expenditure in the period was GBP4.3m (2009: GBP1.3m) with investment in data centres at Hamilton and Farnborough and business continuity facilities in Birmingham. Included within the GBP4.3m of expenditure was GBP0.4m to complete the development of a new version of business planning software which was launched in June 2010.

The economic uncertainty around the London market that prevailed during the last financial year has now started to ease and in June 2010 a five year extension to the Division's largest business continuity contract was signed. The contract, due to expire on 31 March 2011, was extended until March 2016 with an annual contract value of GBP3.4m.

Shadow Planner is now fully integrated into the ICM Continuous Business (Business Continuity) Division and in June 2010 a new version of its business planning software was successfully launched in the UK. Shadow Planner contributed GBP0.3m of operating profit in the first half of this financial year.

Annualised contract values increased by 7.0% to GBP55.4m (2009: GBP51.8m) and the Division has seen a marked improvement in its order intake with 20.9% increase in order book to GBP116.9m (2009: GBP96.7m).

Syndicated seat utilisation increased to 54% at 30 September 2010 (2009: 50%).

Servo (Mid-market Services)

 
                             Reviewed six    Reviewed six months 
                             months to 30        to 30 September 
                           September 2010                   2009        change 
 Revenue                         GBP49.0m               GBP44.1m       + 11.0% 
 Profit from operations           GBP3.5m                GBP4.1m       - 14.9% 
 Operating margin                    7.2%                   9.3% 
 Order book                      GBP65.6m               GBP38.4m    + GBP27.2m 
 Annual contract                 GBP48.6m               GBP41.2m     + GBP7.4m 
  value 
 

Despite a sluggish first quarter, divisional revenues grew by 11.0% mainly due to the acquisition of support contracts from KCOM Group plc during the last quarter of the previous financial year combined with an increase in managed hosting activity and stronger professional services revenues. More significantly, there has been an increase in activity levels during the second quarter (the three months from July 2010 to September 2010) over the first quarter (the three months from April 2010 to June 2010) and this is reflected in a considerably stronger financial performance for the Division each quarter since the start of the current financial year.

The business has continued to strengthen its sales and marketing effort and following the appointment of a new Sales Director in March 2010 there has been further significant investment in the sales team and marketing resource. This continued investment has however, contributed to a fall in operating profit and operating margins during the first half of the current financial year to GBP3.5m (2009: GBP4.1m).

There has been further progress in improving the quality of business mix in the Division with the proportion of annuity revenues increasing and the value of product revenues falling when compared to the first six months of the previous financial year. This continuing trend should help to improve the visibility of both future earnings and revenue. There remains a clear focus in growing annuity revenues with a particular emphasis on managed hosting.

During the first half of the current financial year, Servo (Mid-market Services) received notice from one of its customers that they had decided to in-source some of the activities provided by the Group. This contract termination has an annualised contract value of GBP3.5m (2009: GBP3.5m) and is due to terminate on 1 December 2010.

The Division has continued to extend its presence in the mid-market sector and has been successful in winning further high quality managed hosting annuity contracts. The hosting annual contract base grew by 39.5% to GBP11.3m at 30 September 2010 (2009: GBP8.1m) and there is a good pipeline for the second half.

The order book grew by 70.9% to GBP65.6m at 30 September 2010 (2009: GBP38.4m). Since 31 March 2010 the order book increased by 20.7% from GBP54.3m to GBP65.6m predominantly on the back of the growth in managed hosting contracts.

The annualised contract value increased to GBP48.6m (2009: GBP41.2m). Since 31 March 2010 the annualised contract value increased by 1.5% from GBP47.9m to GBP48.6m.

Phoenix IT Services (Partner Services)

 
                              Reviewed six          Reviewed six 
                              months to 30          months to 30 
                            September 2010        September 2009        change 
 Revenue                          GBP61.0m              GBP51.8m      + 17.7 % 
 Profit from 
  operations                       GBP8.6m               GBP8.2m       + 4.5 % 
 Operating margin                    14.1%                 15.9% 
 Order book                      GBP178.2m             GBP131.6m    + GBP46.6m 
 Annual contract                  GBP94.4m              GBP85.7m     + GBP8.7m 
  value 
 

The difficult trading environment which prevailed during the last financial year has now started to show signs of easing and the Division's revenues increased by 17.7% to GBP61.0m (2009: GBP51.8m). The increase in revenues is due to a partial recovery in project and professional services revenues from the low levels reported in the previous financial year combined with the incremental effect of three outsourcing contracts which were won during the latter part of the previous financial year. The integration of these outsourcing contracts is now substantially complete and over the contract terms they are still expected to achieve low double digit margins after taking into account one-off start-up costs relating to their implementation.

Profit from operations increased by 4.5% to GBP8.6m (2009: GBP8.2m) through continued focus on providing higher margin services and tight cost control. Operating margins decreased from 15.9% to 14.1% as a result of two of the three significant outsourcing contracts being on course, as expected, to break-even in their first year of operation.

During the first half of the current financial year Phoenix IT Services (Partner Services) received notice from one of its customers that they had decided to in-source some of the activities provided by the Group. The contract, which was terminated with effect from 30 September 2010, had an annual contract value of GBP9.1m and has been deducted in arriving at the annual contract value of GBP94.4m at 30 September 2010.

Although the current economic conditions and recent spending review by the Government in October 2010 creates a degree of uncertainty in terms of public sector spending levels,the overall trend for outsourcing remains promising as government departments seek to achieve cost efficiencies and reduce their cost base. Contracts with central government currently represent 24% (2009: 27%) of Phoenix IT Services (Partner Services) revenues and despite public sector spending cuts the Division remains well placed to support outsourcing companies to deliver essential services at a lower cost.

Defined benefit pension scheme

Following the acquisition of ICM Computer Group plc on 29 May 2007 the Group continued to operate a defined benefit scheme (the "ICM Computer Group Pension and Assurance Scheme" or the "Scheme") for certain of its employees. As at 6 April 2009, the date of the last full actuarial valuation, there were 469 members of the scheme. The Group does not operate any other defined benefit pension schemes.

The pension deficit at 30 September 2010 was GBP5.4m (2009: GBP3.2m). The deficit has increased in recent years, principally due to an underperformance in expected asset returns and adverse movements in discount rates applied to the Scheme's future liabilities, much of which is beyond the control of the Trustees of the scheme. The Group continues to work with the Trustees of the Scheme to implement measures to reduce the volatility and risk in the scheme, with the ultimate aim of eliminating the pension deficit.

Following an extensive consultation process the Group closed the Scheme to future accrual on 30 September 2010. All former members have been given the opportunity to join the Group's defined contribution pension scheme. The majority of the active membership opted out of the Scheme and joined a Group Self-Invested Pension Plan with Aegon Scottish Equitable.

The closure of the pension scheme to future accrual reduces the Group's exposure to increasing gross pension scheme liabilities with the potentially uncapped and increasing costs associated with the provision of such pensions. This step will also reduce the volatility in the income statement operating profit charge for pensions.

On 6 June 2010 the Group reached agreement with the Trustees on the terms of the triennial valuation as at 6 April 2009 and related funding plan. On the basis of the assumptions agreed, the actuarial deficit as at 6 April 2009 was GBP7.8m. This deficit has increased from GBP2.6m at 6 April 2006 primarily due to the valuation date coinciding with a low point in asset values. Under the revised funding plan the Group's annual payments will increase from GBP0.7m to GBP1.7m for the year to March 2011. The annual payments will then reduce to GBP1.5m per year for the five years to March 2016.

Assets held for sale

As disclosed in the March 2010 Annual Report and Accounts, included within current assets are a number of freehold properties that are held for sale with a book value of GBP2.2m (2009: GBP3.4m). Despite ongoing active marketing, adverse market conditions mean these properties remain unsold at 30 September 2010.

In the event that one or more of these properties remain unsold at 31 March 2011 their carrying value will be subject to further review and in the current economic environment these valuations may result in additional impairment provisions being required.

Non-recurring items

The ICM Computer Group Pension and Assurance Scheme was closed to future service accrual with an effective date of 30 September 2010. The closure of the scheme to future service accrual resulted in a non-cash curtailment gain of GBP0.4m and significantly reduces future pension risks. One-off fees of GBP0.4m were incurred in closing the Scheme to future service accrual and these have been deducted from the curtailment gain in the Consolidated Statement of Income.

Un-amortised costs relating to the previous banking facility amounted to GBP0.3m. These costs have been reflected as non-recurring un-amortised loan costs and loan break costs in the Consolidated Statement of Income.

Principal risks and uncertainties

The principal risks and uncertainties faced by the Group have been and are expected to remain consistent with those described on pages 15 and 16 of the 2010 Annual Report and Accounts. These risks include going concern, liquidity risk and interest rate risk. In addition the Summary and outlook section of this statement provides a commentary concerning the remainder of the current financial year.

Going concern

The Directors are currently of the opinion that the Group's forecasts and projections, taking account of reasonable possible changes in trading performance and the risks referred to above, show that the Group should be able to operate within its current borrowing facilities and comply with its banking covenants. The Group has adequate financial resources having refinanced its facilities to a GBP90.0m rolling credit facility which runs until August 2014 and an overdraft facility of GBP10.0m which is renewable annually in August. Net debt (including finance leases of GBP12.3m) was GBP63.5m at 30 September 2010.

Although the current economic conditions and recent spending review by the Government in October 2010 create a degree of uncertainty in terms of public sector spending levels, the Group has a number of long-term contracts, a range of customers across different business sectors, high levels of committed income and a strong order book. The Group's forecasts and projections show that the Group will be cash generative across the forecast period. Consequently, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future (being at least 12 months from the date of this report). Therefore they continue to adopt the going concern basis in preparing the financial statements.

Board update

Having previously announced that the appointment of a new Group Finance Director was "well advanced" those contractual negotiations ended in late August 2010 when the selected candidate accepted another position. Following the appointment of a new executive search company further candidates have been identified and are currently being interviewed.

Summary and outlook

The second quarter delivered a stronger financial performance than the first quarter, particularly within the Servo (Mid-market Services) Division. The second half of the current financial year has started well with strong order intake in October and an increase in sales opportunities across all three divisions.

The Group remains well positioned to take advantage of the move to a new era in IT infrastructure, known as the "cloud", with services such as managed hosting performing strongly. Our focus in the second half of this year is to exploit these opportunities and at the same time create a single end-user based organisation by merging the ICM Continuous Business (Business Continuity) and Servo (Mid-market Services) Divisions.

We will also continue to look very selectively at acquisition opportunities to enhance our skills and profitability whilst maintaining a prudent approach to expenditure and capital investment.

As experienced in previous years, we expect a stronger trading performance in the second half of the year and the Board remains confident in its outlook for the current financial year and beyond.

CONSOLIDATED STATEMENT OF INCOME

for the six months ended 30 September 2010

 
                                                                      Reviewed 
                                                   Reviewed six     six months 
                                                      months to             to 
                                                   30 September   30 September 
                                                           2010           2009 
                                 Before   Non-recurring 
                          non-recurring           items 
                                  items        (note 5)   Total          Total 
                  Note             GBPm            GBPm    GBPm           GBPm 
---------------  -----  ---------------  --------------  ------  ------------- 
 Continuing 
 operations 
 Revenue             3            138.4               -   138.4          122.0 
---------------  -----  ---------------  --------------  ------  ------------- 
 
 Profit from 
  operations 
  before 
  amortisation 
  of acquired 
  intangibles                      17.3               -    17.3           17.4 
 Amortisation 
  of acquired 
  intangibles        4            (1.5)               -   (1.5)          (1.5) 
---------------  -----  ---------------  --------------  ------  ------------- 
 
 Profit from 
  operations         4             15.8               -    15.8           15.9 
 
 Investment 
  income             6              0.6               -     0.6            0.4 
 Finance costs       6            (2.8)           (0.3)   (3.1)          (3.0) 
---------------  -----  ---------------  --------------  ------  ------------- 
 Profit before 
  tax                              13.6           (0.3)    13.3           13.3 
 
 Tax                 7            (3.7)             0.1   (3.6)          (3.7) 
---------------  -----  ---------------  --------------  ------  ------------- 
 Profit for the 
  period                            9.9           (0.2)     9.7            9.6 
---------------  -----  ---------------  --------------  ------  ------------- 
 
 Earnings per 
  share 
 Basic               8            13.2p                   12.9p          12.8p 
---------------  -----  ---------------  --------------  ------  ------------- 
 Diluted             8            12.7p                   12.5p          12.3p 
---------------  -----  ---------------  --------------  ------  ------------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 September 2010

 
                                                                      Reviewed 
                                                 Reviewed six       six months 
                                                    months to               to 
                                                 30 September     30 September 
                                                         2010             2009 
                                                         GBPm             GBPm 
----------------------------------------------  -------------  --------------- 
 Actuarial loss on defined benefit pension 
  scheme                                                (1.5)            (2.5) 
 Gain taken to equity in respect of cash flow 
  hedges                                                  1.1              0.7 
 Tax on items taken directly to equity                    0.1              0.5 
----------------------------------------------  -------------  --------------- 
 Other comprehensive income for the period, 
  net of tax                                            (0.3)            (1.3) 
 Profit for the period                                    9.7              9.6 
----------------------------------------------  -------------  --------------- 
 Total comprehensive income for the period                9.4              8.3 
----------------------------------------------  -------------  --------------- 
 

CONSOLIDATED BALANCE SHEET

as at 30 September 2010

 
                                                          Reviewed     Audited 
                                                      30 September    31 March 
                                                              2010        2010 
                                              Note            GBPm        GBPm 
-------------------------------------------  -----  --------------  ---------- 
 Non-current assets 
 Goodwill                                                    181.0       180.2 
 Intangible assets                                            17.0        18.1 
 Property, plant and equipment                                62.8        62.1 
                                                             260.8       260.4 
-------------------------------------------  -----  --------------  ---------- 
 Current assets 
 Inventories                                                  14.4        13.0 
 Trade and other receivables                                  58.8        54.1 
 Cash and cash equivalents                                    17.3        10.3 
-------------------------------------------  -----  --------------  ---------- 
                                                              90.5        77.4 
 Assets held for sale                                          2.2         2.2 
-------------------------------------------  -----  --------------  ---------- 
                                                              92.7        79.6 
-------------------------------------------  -----  --------------  ---------- 
 Total assets                                                353.5       340.0 
-------------------------------------------  -----  --------------  ---------- 
 Current liabilities 
 Trade and other payables                                   (46.2)      (39.3) 
 Dividend payable                                            (3.2)           - 
 Current tax liabilities                                     (4.9)       (4.9) 
 Obligations under finance leases and hire 
  purchase contracts                                         (5.1)       (5.0) 
 Bank loans                                     11               -      (15.7) 
 Provisions                                                  (0.4)       (0.8) 
 Derivative financial instruments               12               -       (1.1) 
 Deferred revenue                                           (53.4)      (55.7) 
-------------------------------------------  -----  --------------  ---------- 
                                                           (113.2)     (122.5) 
-------------------------------------------  -----  --------------  ---------- 
 Net current liabilities                                    (20.5)      (42.9) 
-------------------------------------------  -----  --------------  ---------- 
 Non-current liabilities 
 Obligations under finance leases and hire 
  purchase contracts                                         (7.2)       (7.6) 
 Bank loans                                     11          (68.5)      (49.9) 
 Provisions                                                  (4.8)       (4.4) 
 Deferred tax liabilities                                    (3.4)       (4.3) 
 Deferred revenue                                            (0.7)       (0.7) 
 Other non-current liabilities                               (6.4)       (6.5) 
 Retirement benefit obligations                 13           (5.4)       (5.1) 
-------------------------------------------  -----  --------------  ---------- 
                                                            (96.4)      (78.5) 
-------------------------------------------  -----  --------------  ---------- 
 Total liabilities                                         (209.6)     (201.0) 
-------------------------------------------  -----  --------------  ---------- 
 Net assets                                                  143.9       139.0 
-------------------------------------------  -----  --------------  ---------- 
 Equity 
 Share capital                                                 0.8         0.8 
 Share premium account                                        37.5        37.5 
 Merger reserve                                               57.5        57.5 
 Other reserves                                                1.0           - 
 Retained earnings                                            47.1        43.2 
-------------------------------------------  -----  --------------  ---------- 
 Total equity                                                143.9       139.0 
-------------------------------------------  -----  --------------  ---------- 
 

The financial statements were approved by the Board of Directors and authorised for issue on 26 November 2010.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months ended at 30 September 2010

 
                              Share 
                    Share   premium     Merger      Other   Retained     Total 
                  capital   account    reserve   reserves   earnings    equity 
                     GBPm      GBPm       GBPm       GBPm       GBPm      GBPm 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Balance at 1 
  April 2009          0.8      37.4       57.5      (1.3)       32.0     126.4 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Profit for the 
  period                -         -          -          -        9.6       9.6 
 Gain 
  recognised on 
  cash flow 
  hedge                 -         -          -        0.7          -       0.7 
 Actuarial loss 
  on defined 
  benefit 
  pension 
  scheme                -         -          -          -      (2.5)     (2.5) 
 Tax on items 
  taken 
  directly to 
  equity                -         -          -      (0.2)        0.7       0.5 
 Total 
  comprehensive 
  income for 
  the period 
  ended 30 
  September 
  2009                  -         -          -        0.5        7.8       8.3 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 IFRS2 share 
  option 
  expense               -         -          -        0.2          -       0.2 
 Dividends              -         -          -          -      (4.7)     (4.7) 
 Transfer to 
  retained 
  earnings on 
  exercise of 
  share 
  options               -         -          -      (0.1)        0.1         - 
---------------  --------  --------  ---------  ---------  ---------  -------- 
                        -         -          -        0.1      (4.6)     (4.5) 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Balance at 30 
  September 
  2009                0.8      37.4       57.5      (0.7)       35.2     130.2 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 
 Balance at 1 
  April 2010          0.8      37.5       57.5          -       43.2     139.0 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Profit for the 
  period                -         -          -          -        9.7       9.7 
 Gain 
  recognised on 
  cash flow 
  hedge                 -         -          -        1.1          -       1.1 
 Actuarial loss 
  on defined 
  benefit 
  pension 
  scheme                -         -          -          -      (1.5)     (1.5) 
 Tax on items 
  taken 
  directly to 
  equity                -         -          -      (0.3)        0.4       0.1 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Total 
  comprehensive 
  income for 
  the period 
  ended 30 
  September 
  2010                  -         -          -        0.8        8.6       9.4 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 IFRS2 share 
  option 
  expense               -         -          -        0.3          -       0.3 
 Dividends              -         -          -          -      (4.8)     (4.8) 
 Transfer to 
  retained 
  earnings on 
  exercise of 
  share 
  options               -         -          -      (0.1)        0.1         - 
---------------  --------  --------  ---------  ---------  ---------  -------- 
                        -         -          -        0.2      (4.7)     (4.5) 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 Balance at 30 
  September 
  2010                0.8      37.5       57.5        1.0       47.1     143.9 
---------------  --------  --------  ---------  ---------  ---------  -------- 
 

CONSOLIDATED CASH FLOW STATEMENT

For the six months ended 30 September 2010

 
                                                       Reviewed       Reviewed 
                                                     six months     six months 
                                                             to             to 
                                                   30 September   30 September 
                                                           2010           2009 
                                            Note           GBPm           GBPm 
-----------------------------------------  -----  -------------  ------------- 
 Net cash from operating activities           15           13.3           14.3 
 
 Investing activities 
 Purchases of property, plant and 
  equipment                                               (8.1)          (2.4) 
 Proceeds on disposal of property, plant 
  and equipment                                             0.1            0.3 
 Purchases of intangible assets                           (0.4)              - 
 Net cash used in investing activities                    (8.4)          (2.1) 
-----------------------------------------  -----  -------------  ------------- 
 Financing activities 
 Dividends paid                                           (1.6)          (1.6) 
 Repayments of borrowings                                (66.0)         (13.0) 
 Decrease in obligations under finance 
  leases and hire purchase contracts                      (0.3)          (1.7) 
 Net drawdown on rolling credit 
  facilities                                                  -            5.0 
 New bank loans raised                                     70.0              - 
 Net cash used in financing activities                      2.1         (11.3) 
-----------------------------------------  -----  -------------  ------------- 
 Net increase in cash and cash 
  equivalents                                               7.0            0.9 
 Cash and cash equivalents at beginning 
  of period                                                10.3            5.9 
-----------------------------------------  -----  -------------  ------------- 
 Cash and cash equivalents at end of 
  period                                                   17.3            6.8 
-----------------------------------------  -----  -------------  ------------- 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the six months ended 30 September 2010

1. Preparation of the interim financial information

The interim financial report for the half year ended 30 September 2010 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and with IAS 34 Interim Financial Reporting. This report should be read in conjunction with the annual financial statements for the year ended 31 March 2010, which have been prepared in accordance with IFRSs.

The half year results are reviewed and were approved by the Board of Directors on 26 November 2010.

The interim financial information does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 31 March 2010 has been delivered to the Registrar of Companies. The auditors' report on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

Going concern is discussed in the interim review. Based on the assessment described, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they adopt the going concern basis in preparing the interim financial statements.

2. Accounting policies

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 March 2010.

The following new standards, amendments to standards or interpretations are mandatory for the first time for the year ending 31 March 2011 but have no material impact on the Group's financial statements:

-- IFRS 2 'Share-based payment' (amended) - amended to clarify the accounting treatment for group share based payment transactions. Effective for accounting periods beginning on or after 1 January 2010.

-- IFRS 3 'Business combinations' (revised) & IAS 27 'Consolidated and Separate Financial Statements' (amended) - effective for accounting periods beginning on or after 1 July 2009. The revised standard introduces significant changes in the accounting for business combinations. It requires that all acquisition related costs are expensed in the period incurred rather than included in the cost of the investment, that changes to the contingent consideration following a business combination are shown in the statement of comprehensive income instead of adjusting goodwill and that changes to deferred tax assets relating to business combinations are only reflected within goodwill if they occur within the measurement period.

-- IFRS 5 'Non-current assets held for sale and discontinued operations' (amended) - effective for accounting periods beginning on or after 1 January 2010. It is amended to state that the required disclosures for non-current assets classified as held for sale or discontinued operations are specified in that standard.

-- IFRS 8 'Operating segments' (amended) - amended to state that segment information with respect to total assets is required only if such information is regularly reported to the chief operating decision maker. Effective for accounting periods beginning on or after 1 January 2010.

-- IAS 7 'Statement of cash flows' (amended) - amended to state explicitly that only expenditures that result in the recognition of an asset can be classified as a cash flow from investing activities. Effective for accounting periods beginning on or after 1 January 2010.

-- IAS 17 'Leases' (amended) - the amendment clarifies the classification of leases of land and buildings. Effective for accounting periods beginning on or after 1 January 2010.

-- IAS 32 'Financial instruments: presentation' (amended) - amendment addressing accounting for rights issues. Effective for accounting periods beginning on or after 1 February 2010

-- IAS 38 'Intangible assets' (amended) - the amendments clarify the description of valuation techniques commonly used by entities when measuring the fair value of intangible assets acquired in a business combination for which no active market exists. Effective for accounting periods beginning on or after 1 July 2009.

-- IAS 39 'Financial instruments: recognition and measurement' (amended) - clarifies the assessment of loan prepayment penalties as embedded derivatives and the scope exemption for contracts between an acquirer and a vendor in a business combination to buy or sell an acquiree at a future date. Effective for accounting periods beginning on or after 1 January 2010.

The following standards, interpretations, and amendments to existing standards are not yet effective and have not been early adopted by the Group:

-- IFRS 3 'Business combinations' (amended) - effective for accounting periods beginning on or after 1 July 2010

-- IFRS 7 'Financial instruments: disclosures' (amended) - effective for accounting periods beginning on or after 1 January 2011

-- IFRS 9 'Financial instruments: classification and measurement' (amended) - effective for accounting periods beginning on or after 1 January 2013

-- IAS 1 'Presentation of financial statements' (amended) - effective for accounting periods beginning on or after 1 January 2011

-- IAS 24 'Related party disclosures' (revised) - effective for accounting periods beginning on or after 1 January 2011

-- IAS 27 'Consolidated and separate financial statements' (amended) - effective for accounting periods beginning on or after 1 July 2010.

-- IAS 34 'Interim financial reporting' (amended) - effective for accounting periods beginning on or after 1 January 2011

-- IFRIC 14 'Prepayments of a minimum funding requirement' (amended) - effective on or after 1 January 2011

3. Segmental reporting

The Board has determined that the primary segmental reporting format is by business line, based on the Group's management and internal reporting structure. The Group's operations are based entirely in the UK.

Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Inter-segment turnover has been eliminated.

 
 Six months ended        Business     Partner   Mid-market 
 30 September 2010     continuity    services     services   Corporate   Total 
                             GBPm        GBPm         GBPm        GBPm    GBPm 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Revenue                     28.4        61.0         49.0           -   138.4 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Profit from 
  operations before 
  amortisation of 
  acquired 
  intangibles and 
  non-recurring 
  items                       6.9         8.6          3.5       (1.7)    17.3 
 Amortisation of 
  intangibles                                                            (1.5) 
                                                                        ------ 
 Profit from 
  operations                                                              15.8 
 Investment income                                                         0.6 
 Finance costs                                                           (2.8) 
 Non-recurring                                                           (0.3) 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Profit before tax                                                        13.3 
-------------------  ------------  ----------  -----------  ----------  ------ 
 
 
 Six months ended        Business     Partner   Mid-market 
 30 September 2009     continuity    services     services   Corporate   Total 
                             GBPm        GBPm         GBPm        GBPm    GBPm 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Revenue                     26.1        51.8         44.1           -   122.0 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Profit from 
  operations before 
  amortisation of 
  acquired 
  intangibles and 
  non-recurring 
  items                       6.6         8.2          4.1       (1.5)    17.4 
 Amortisation of 
  intangibles                                                            (1.5) 
                                                                        ------ 
 Profit from 
  operations                                                              15.9 
 Investment income                                                         0.4 
 Finance costs                                                           (3.0) 
-------------------  ------------  ----------  -----------  ----------  ------ 
 Profit before tax                                                        13.3 
-------------------  ------------  ----------  -----------  ----------  ------ 
 
 
 Balance sheet at 
 30 September          Business     Partner   Mid-market 
 2010                continuity    services     services   Corporate     Total 
                           GBPm        GBPm         GBPm        GBPm      GBPm 
 Segment assets           136.7        73.3        126.2           -     336.2 
 Unallocated 
  assets                                                                  17.3 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Total assets                                                            353.5 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Segment 
  liabilities            (55.5)      (44.3)       (29.9)       (3.0)   (132.7) 
 Unallocated 
  liabilities                                                           (76.9) 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Total 
  liabilities                                                          (209.6) 
-----------------  ------------  ----------  -----------  ----------  -------- 
 
 Balance sheet at      Business     Partner   Mid-market 
 31 March 2010       continuity    services     services   Corporate     Total 
                           GBPm        GBPm         GBPm        GBPm      GBPm 
 Segment assets           138.9        67.5        123.2         0.1     329.7 
 Unallocated 
  assets                                                                  10.3 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Total assets                                                            340.0 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Segment 
  liabilities            (55.3)      (38.0)       (32.9)         1.0   (125.2) 
 Unallocated 
  liabilities                                                           (75.8) 
-----------------  ------------  ----------  -----------  ----------  -------- 
 Total 
  liabilities                                                          (201.0) 
-----------------  ------------  ----------  -----------  ----------  -------- 
 

4. Profit from operations

 
                                          Reviewed           Reviewed 
                                        six months         six months 
                                   to 30 September    to 30 September 
                                              2010               2009 
                                              GBPm               GBPm 
-------------------------------  -----------------  ----------------- 
 Revenue                                     138.4              122.0 
 
 Raw materials and consumables               (3.8)              (3.2) 
 Staff costs                                (52.7)             (47.3) 
 Depreciation                                (6.6)              (6.7) 
 Amortisation of intangibles                 (1.5)              (1.5) 
 Other operating charges                    (58.0)             (47.4) 
-------------------------------  -----------------  ----------------- 
                                              15.8               15.9 
-------------------------------  -----------------  ----------------- 
 

5. Non-recurring items

 
                                                   Reviewed           Reviewed 
                                                 six months         six months 
                                            to 30 September    to 30 September 
                                                       2010               2009 
                                                       GBPm               GBPm 
----------------------------------------  -----------------  ----------------- 
 Curtailment gain in defined benefit                    0.4                  - 
 pension scheme 
 Legal and professional fees incurred in              (0.4)                  - 
 relation to the closure of the defined 
 benefit pension scheme 
 Write-off of unamortised loan costs                  (0.3)                  - 
 following the arrangement of new bank 
 facilities 
                                                      (0.3)                  - 
----------------------------------------  -----------------  ----------------- 
 

Non-recurring items are items of income or expenditure that, in management's judgement, should be disclosed separately on the basis that they are material, either by their nature or their size. Non-recurring items in the period ending 30 September 2010 comprise:

(a) In September 2010, the defined benefit pension plan was closed to future service accrual beyond 30 September 2010. This cessation of future service accrual resulted in an exceptional curtailment gain of GBP0.4m in the period ended 30 September 2010. Additionally, legal and professional fees of GBP0.4m were incurred in order to effect this change.

(b) On 20 August 2010 the group successfully refinanced its debt facilities and repaid its existing facility in full in advance of its due date resulting in the write-off of unamortised loan costs of GBP0.3m.

6. Finance costs and investment income

 
                                               Reviewed six    Reviewed six 
                                               months to 30    months to 30 
                                                  September       September 
                                                       2010            2009 
                                                       GBPm            GBPm 
-------------------------------------------  --------------  -------------- 
 Finance costs 
  Interest on bank overdraft and loans                (1.7)           (2.0) 
  Interest on obligations under finance 
   leases and hire purchase contracts                 (0.2)           (0.3) 
  Amortisation of loan issue costs                    (0.2)           (0.2) 
  Other interest                                      (0.1)           (0.1) 
  Interest cost on defined benefit pension 
   scheme liabilities                                 (0.6)           (0.4) 
  Non-recurring finance costs                         (0.3)               - 
 Total interest expense                               (3.1)           (3.0) 
 Investment income 
  Expected return on defined benefit 
   pension scheme assets                                0.6             0.4 
                                                        0.6             0.4 
-------------------------------------------  --------------  -------------- 
 Net finance costs                                    (2.5)           (2.6) 
-------------------------------------------  --------------  -------------- 
 

7. Taxation

The Group tax charge represents the estimated annual effective rate of 26.8% (September 2009: 27.6%) applied to the profit before tax for the period.

The Finance Act 2010 was enacted in the interim period and included a reduction in the main rate of corporation tax from 28% to 27% with effect from 1 April 2011. This has reduced the deferred tax liability by GBP0.2m, with a corresponding decrease in the deferred tax expense, of which GBP0.3m credit has been recognised in the income statement and GBP0.1m debit directly in equity. The impact on the estimated annual effective tax rate is a reduction of 0.8%.

The Government has also indicated that it intends to enact further reductions in the corporation tax rate of 1% per annum, reducing the rate to 24% by 1 April 2014. This decrease had not been substantively enacted at the balance sheet date and therefore has not been reflected in the interim statement.

8. Earnings per share

 
                                                   Reviewed           Reviewed 
                                                 six months         six months 
                                            to 30 September    to 30 September 
                                                       2010               2009 
----------------------------------------  -----------------  ----------------- 
 Adjusted earnings per share excluding 
 amortisation of acquired intangibles 
 and non-recurring items 
   Basic                                              14.7p              14.2p 
  --------------------------------------  -----------------  ----------------- 
   Diluted                                            14.2p              13.7p 
  --------------------------------------  -----------------  ----------------- 
 

The calculation of the basic and diluted earnings per share is based on the following data:

Earnings

 
                                                          GBPm    GBPm 
------------------------------------------------------  ------  ------ 
 Earnings for the purposes of basic earnings per 
  share and diluted earnings per share being net 
  profit attributable to equity holders of the parent      9.7     9.6 
 Amortisation of acquired intangibles                      1.5     1.5 
 Non-recurring items                                       0.3       - 
 Tax on amortisation of acquired intangibles and 
  non-recurring items                                    (0.5)   (0.4) 
------------------------------------------------------  ------  ------ 
 Earnings for the purposes of adjusted earnings 
  per share being net profit attributable to equity 
  holders of the parent excluding amortisation of 
  acquired intangibles and non-recurring items            11.0    10.7 
------------------------------------------------------  ------  ------ 
 

Number of shares

 
                                                   Number   Number 
                                                        m        m 
------------------------------------------------  -------  ------- 
 Weighted average number of Ordinary Shares for 
  the purposes of basic earnings per share           75.2     75.2 
 Effect of dilutive potential Ordinary Shares: 
 Share options                                        2.4      2.6 
------------------------------------------------  -------  ------- 
 Weighted average number of Ordinary Shares for 
  the purposes of diluted earnings per share         77.6     77.8 
------------------------------------------------  -------  ------- 
 

9. Dividends

 
                                                   Reviewed           Reviewed 
                                                 six months         six months 
                                            to 30 September    to 30 September 
                                                       2010               2009 
                                                       GBPm               GBPm 
----------------------------------------  -----------------  ----------------- 
 Amounts recognised as distributions to 
 Shareholders in the year: 
 Interim dividend for the year ended 31 
  March 2010 of 2.15p (2009: 2.10p) per 
  share                                                 1.6                1.6 
 Final dividend for the year ended 31 
  March 2010 of 4.30p (2009: 4.20p) per 
  share                                                 3.2                3.1 
                                                        4.8                4.7 
----------------------------------------  -----------------  ----------------- 
 Proposed interim dividend for the year 
  ended 31 March 2011 of 3.50p (2010: 
  2.15p) per share                                      2.6                1.6 
                                                        2.6                1.6 
----------------------------------------  -----------------  ----------------- 
 

The final dividend was approved at the AGM on 26 August 2010.

The proposed interim dividend was recommended by the Board on 25 November 2010 and will be paid on 17 January 2011.

10. Capital expenditure

In the period, there were additions to property, plant and equipment of GBP7.3m (period ended September 2009: GBP2.4m). There were no significant disposals of property, plant and equipment during the period (period ended September 2009: GBPnil).

There were additions to intangibles assets in the period of GBP0.4m (period ended September 2009: GBPnil).

11. Bank loans

The following table analyses bank borrowings, excluding bank overdrafts:

 
                          Reviewed    Audited 
                      30 September   31 March 
                              2010       2010 
                              GBPm       GBPm 
------------------  --------------  --------- 
 Current: 
 Bank loans                      -       15.7 
 Non-current: 
 Bank loans                   68.5       49.9 
------------------  --------------  --------- 
 Total borrowings             68.5       65.6 
------------------  --------------  --------- 
 

On 20 August 2010 the group successfully refinanced its debt facilities, securing a GBP90m rolling credit facility for 4 years, with no amortisation.

12. Derivative financial instruments

 
                                       Reviewed                 Audited 
                                   30 September                31 March 
                                           2010                    2010 
                               Liability                Liability 
---------------------  ------------------------  ---------------------- 
                         Fair value    Notional   Fair value   Notional 
---------------------  ------------  ----------  -----------  --------- 
                               GBPm        GBPm         GBPm       GBPm 
---------------------  ------------  ----------  -----------  --------- 
 Cash flow hedges 
 Interest rate swaps              -           -          1.1       42.0 
---------------------  ------------  ----------  -----------  --------- 
 

The interest rate swap expired on 30 September 2010.

13. Retirement benefit obligations

The Group operates a defined benefit scheme for certain employees.

The most recent full actuarial valuation of the scheme's defined benefit obligation was carried out at 6 April 2009 and updated to 30 September 2010 by a qualified independent actuary for IAS 19 purposes. During the period to 30 September 2010 the defined benefit pension scheme was closed to future service accrual with an effective date of 30 September 2010. Members of the scheme have been invited to make contributions into the defined contribution plan in future.

The major assumptions used by the actuary were:

 
                                                                       Audited 
                                                     Reviewed         31 March 
                                            30 September 2010             2010 
                                                            %                % 
----------------------------------------  -------------------  --------------- 
 Discount rate                                           4.95             5.50 
 Expected return on equities, bonds and 
  cash                                                   5.85             6.54 
 Expected rate of salary increases                       4.00             4.45 
 Future pension increases                                3.15             3.45 
 Inflation                                               3.35             3.80 
 Mortality tables used                            PCxA00(YOB)      PCxA00(YOB) 
                                                  Males 0.8LC      Males 0.8LC 
                                                Females 0.6LC    Females 0.6LC 
----------------------------------------  -------------------  --------------- 
 

The amount included in the balance sheet arising from the Group's obligations in respect of its defined benefit scheme is as follows:

 
                                                                       Audited 
                                                           Reviewed   31 March 
                                                  30 September 2010       2010 
                                                               GBPm       GBPm 
-----------------------------------------------  ------------------  --------- 
 Present value of defined benefit obligations                (23.4)     (22.0) 
 Fair value of scheme assets                                   18.0       16.9 
 Deficit in scheme and liability recognised in 
  the balance sheet                                           (5.4)      (5.1) 
-----------------------------------------------  ------------------  --------- 
 

14. Acquisition of subsidiary undertaking

On 26 February 2010 the Group acquired control of Aghoco 1000 Limited (Aghoco). As at 31 March 2010 the fair values assigned to the assets and liabilities acquired were provisional. During the period to 30 September 2010 there have been no significant adjustments to the provisional fair values. A full review of the provisional fair values to the Group will be performed by the first anniversary of the acquisition and adjusted where necessary.

 
                                        Provisional                    Revised 
                                         fair value   Revaluation   fair value 
                                           to Group                   to Group 
-------------------------------------  ------------  ------------  ----------- 
                                               GBPm          GBPm         GBPm 
-------------------------------------  ------------  ------------  ----------- 
 Fixed assets 
 Intangible asset arising on 
  acquisition                                   0.9             -          0.9 
 Current assets 
 Inventories                                    0.5             -          0.5 
 Trade and other receivables                    2.9             -          2.9 
 Deferred tax asset                             0.4             -          0.4 
 Total assets                                   4.7             -          4.7 
-------------------------------------  ------------  ------------  ----------- 
 Liabilities 
 Trade and other payables                     (1.2)             -        (1.2) 
 Deferred revenue                             (2.5)             -        (2.5) 
-------------------------------------  ------------  ------------  ----------- 
 Total liabilities                            (3.7)             -        (3.7) 
-------------------------------------  ------------  ------------  ----------- 
 Net assets                                     1.0             -          1.0 
-------------------------------------  ------------  ------------  ----------- 
 Goodwill                                       0.9             -          0.9 
-------------------------------------  ------------  ------------  ----------- 
                                                1.9             -          1.9 
-------------------------------------  ------------  ------------  ----------- 
 Satisfied by: 
 Cash                                           1.8             -          1.8 
 Cash - costs of acquisition                    0.1             -          0.1 
-------------------------------------  ------------  ------------  ----------- 
                                                1.9                        1.9 
-------------------------------------  ------------  ------------  ----------- 
 

On 23 December 2009 the Group acquired the trade and certain assets and liabilities of Office Shadow Limited. As at 31 March 2010 the fair values assigned to the assets and liabilities acquired were provisional. During the period to 30 September 2010 these have been reviewed and adjusted as necessary and these adjustments are set out in the following table.

 
                                        Provisional                    Revised 
                                         fair value   Revaluation   fair value 
                                           to Group                   to Group 
                                               GBPm          GBPm         GBPm 
-------------------------------------  ------------  ------------  ----------- 
 Fixed assets 
 Intangible asset arising on 
  acquisition                                   1.3             -          1.3 
 Total assets                                   1.3             -          1.3 
-------------------------------------  ------------  ------------  ----------- 
 Liabilities 
 Trade and other payables                     (0.1)             -        (0.1) 
 Deferred revenue                             (1.2)         (0.8)        (2.0) 
-------------------------------------  ------------  ------------  ----------- 
 Total liabilities                            (1.3)         (0.8)        (2.1) 
-------------------------------------  ------------  ------------  ----------- 
 Net liabilities                                  -         (0.8)        (0.8) 
-------------------------------------  ------------  ------------  ----------- 
 Goodwill                                       0.5           0.8          1.3 
-------------------------------------  ------------  ------------  ----------- 
                                                0.5             -          0.5 
-------------------------------------  ------------  ------------  ----------- 
 Satisfied by: 
 Cash                                           0.4             -          0.4 
 Cash - costs of acquisition                    0.1             -          0.1 
-------------------------------------  ------------  ------------  ----------- 
                                                0.5                        0.5 
-------------------------------------  ------------  ------------  ----------- 
 

The provisional fair values of the acquired identifiable assets and liabilities have been amended to reflect the value of non-UK revenue where the payment for services had been taken in advance.

A full review of the provisional fair values to the Group will be performed by 23 December 2010 and adjusted where necessary.

15. Notes to the cash flow statement

 
                             Reviewed six months to   Reviewed six months to 
                                       30 September             30 September 
                                               2010                     2009 
                                               GBPm                     GBPm 
--------------------------  -----------------------  ----------------------- 
 Profit from operations                        15.8                     15.9 
 Adjustments for: 
  Depreciation of 
   property, plant and 
   equipment                                    6.6                      6.7 
  Profit on disposal of 
   property, plant and 
   equipment                                      -                    (0.1) 
  Amortisation of acquired 
   intangibles                                  1.5                      1.5 
  Share option costs                            0.3                      0.2 
  Retirement benefit - 
   difference between 
   contribution and amount 
   charged                                    (1.3)                    (0.5) 
 Operating cash flows 
  before movements in 
  working capital                              22.9                     23.7 
  Increase in inventories                     (1.4)                    (0.6) 
  (Increase)/decrease in 
   receivables                                (4.7)                      1.5 
  Increase/(decrease) in 
   payables                                     7.4                    (5.2) 
  Decrease in deferred 
   revenue                                    (3.1)                    (0.7) 
 -------------------------  -----------------------  ----------------------- 
 Cash generated by 
  operations                                   21.1                     18.7 
 Income taxes paid                            (4.4)                    (1.8) 
 Interest paid                                (3.4)                    (2.6) 
--------------------------  -----------------------  ----------------------- 
 Net cash from operating 
  activities                                   13.3                     14.3 
--------------------------  -----------------------  ----------------------- 
 

Additions to fixtures and equipment during the period amounting to GBP1.8m (period ended September 2009: GBP0.5m) were financed by new finance leases.

Included within interest paid was GBP1.6m relating to loan issue costs incurred in order to refinance the Group's debt facilities.

16. Reconciliation of net borrowings

 
                               Reviewed six months to 
                                         30 September   Reviewed six months to 
                                                 2010        30 September 2009 
                                                 GBPm                     GBPm 
----------------------------  -----------------------  ----------------------- 
 Increase in cash and cash 
  equivalents during the 
  period                                          7.0                      0.9 
 Movement in borrowings                         (2.6)                      9.5 
 Movement in net borrowings 
  during the period                               4.4                     10.4 
 Net borrowings brought 
  forward                                      (67.9)                   (88.4) 
----------------------------  -----------------------  ----------------------- 
 Net borrowings carried 
  forward                                      (63.5)                   (78.0) 
----------------------------  -----------------------  ----------------------- 
 Cash and cash equivalents                       17.3                      6.8 
 Other current borrowings                      (73.6)                   (20.8) 
 Non-current borrowings                         (7.2)                   (64.0) 
----------------------------  -----------------------  ----------------------- 
 Net borrowings carried 
  forward                                      (63.5)                   (78.0) 
----------------------------  -----------------------  ----------------------- 
 

17. Related party transactions

The Group's significant related parties are its associates as disclosed in the Phoenix IT Group plc Annual Report and Accounts for the year ended 31 March 2010. There were no material related party transactions in the interim period or the prior interim period to 30 September 2009.

Financial calendar

 
 Ex dividend date   5 January 2011 
 Record date for    7 January 2011 
  dividend 
 Dividend payment   17 January 2011 
  date 
 

INDEPENDENT REVIEW REPORT TO PHOENIX IT GROUP PLC

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2010 which comprises the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated balance sheet, the consolidated statement of changes in equity, the consolidated cash flow statement and related notes 1 to 17. 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 set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

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 Kingdoms' Financial Services Authority.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has 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 set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (United Kingdom 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 (United Kingdom 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 set of financial statements in the half-yearly financial report of the six months ended 30 September 2010 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.

Deloitte LLP

Chartered Accountants and Statutory Auditors

26 November 2010

London, United Kingdom

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR DQLFLBFFEFBK

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