REDCENTRIC PLC — Earnings Release 2017

Dec 23, 2016

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RNS Number : 6770S

Redcentric PLC

23 December 2016

23 December 2016

Redcentric plc ("Redcentric" or "the Company")

Interim Results for the six months ended 30 September 2016

Redcentric plc (AIM: RCN), a leading UK IT managed services provider, today announces its interim results for the six months ended 30 September 2016.

FINANCIAL HIGHLIGHTS

·     Revenue up 2.0% to £53.0m (H1 FY16 restated: £51.9m)

o  84.3% recurring revenue

o  Recurring revenue up 5.9% (1.9% organic) to £44.7m

·     Adjusted EBITDA* up 16.6% to £9.1m (H1 FY16 restated: £7.8m)

·     Adjusted EBITDA* margin 17.1% (H1 FY16 restated: 15.0%)

·     Statutory profit before tax £0.3m (H1 FY16 restated: £2.5m loss)

·     Adjusted EPS** 2.48p (H1 FY16 restated: 2.53p). Statutory EPS 1.11p (H1 FY16 restated: (1.96p)).

·     Net debt £34.4m (31 March 2016 restated: £37.8m)

* Earnings before interest, tax, depreciation, amortisation of acquired intangibles, transaction and integration costs and share based payments.

** Adjusted Earnings per Share excludes amortisation of acquired intangibles, transaction and integration costs and share based payments and replaces the reported tax credit with a notional tax charge at the full rate of corporation tax.

OPERATIONAL HIGHLIGHTS

·     H1 sales target exceeded, 38 new client wins.

·     Sales pipeline strong at approximately £93m

·     New Hyderabad office in India has been opened with a 250 seat capacity, doubling the potential size of the operation

·     City Lifeline technology platform is now integrated with the wider business

·     Non-core fibre network asset disposal completed in September

REMEDIAL PLAN BEING EXECUTED - GOOD PROGRESS TO DATE

·     Deloitte LLP ("Deloitte") and Nabarro LLP ("Nabarro") swiftly appointed in early November to lead the forensic review

·     Appointment of Julian Llewellyn on 8 November 2016 as Interim CFO

·     Appointment of Peter Brotherton on 23 November 2016 as new Chief Financial Officer

·     Initial findings of the forensic review announced on 13 December 2016

·     The forensic review identified a number of process and control failings which required prompt rectification action. Improvements have and are being made to the Company's finance function and internal policies and procedures. These include more robust internal controls around cash reconciliations and improvements to billing and credit control management systems and processes

·     Planning underway for the replacement of multiple legacy back office systems with standard integrated Microsoft platform

·     Improvements under the remedial plan will continue throughout the first half of 2017

·     The forensic review and subsequent remedying actions will result in an exceptional charge of approximately £1m for the current financial year

·     Banks remain fully supportive

·     Customer and staff loyalty and support very much in evidence through this turbulent period

This announcement contains inside information. There will be a presentation for analysts held at 09:30hrs on 11 January 2016 at the offices of Tulchan Communications, 85 Fleet Street, EC4 1AE.  Please contact redcentric@tulchangroup.com if you would like to attend. 

Chris Cole, Chairman, commented:

"It has clearly been a very difficult period for the Company.  A great deal of work has been carried out - supported by our independent external advisors - to complete and consider the conclusions of the forensic review, establish a remedial plan of action and report these interim results." 

"While there is obviously more work to be done, we have made some important steps forward with the appointment of a strong and experienced Chief Financial Officer who is leading the ongoing strengthening of our internal processes.  With the welcomed support of our banks, clients and colleagues, we are focused on taking a more robust business forward."       

Fraser Fisher, Chief Executive, added:

"The past few weeks have obviously been very challenging.  Through that time though, the Company has continued to deliver excellent services and support for its clients.  I would like to thank our Redcentric team for their hard work and dedication toward that work." 

"Our priority now is to take the necessary actions required to strengthen the business.  With the opportunities ahead in our market - reflected by the strong sales pipeline and 38 client wins in the period - we are focused on taking a stronger, sustainable business forward."

Enquiries:

Redcentric plc	+44 (0)845 034 111
Fraser Fisher, Chief Executive Officer
Peter Brotherton, Chief Financial Officer
Tulchan	+44 (0)20 7353 4200
James Macey White / Matt Low
Numis Securities Limited - Nomad & Joint Broker	+44 (0)20 7260 1000
Simon Willis / Oliver Hardy / Ben Stoop
finnCap Ltd - Joint Broker	+44 (0)20 7220 0500
Stuart Andrews / Rhys Williams

BUSINESS REVIEW

Accounting misstatements

As previously announced on 7 November 2016, following an internal review by the Company's Audit Committee in relation to the interim results for the six months ended 30 September 2016, misstated accounting balances in the Group's balance sheet were discovered.  Redcentric promptly appointed Deloitte and Nabarro to carry out an independent forensic review. The main conclusions of this independent forensic review have been reported to the Board and were announced on 13 December 2016.  

The forensic review and management's findings were as follows.

• Net assets impairment: The cumulative overstatement of net assets and profits after tax up to 30 September 2016 is approximately £20.8 million.  The position is that approximately £5.9 million of this misstatement (£4.7 million at the EBITDA level) arose in the six months ended 30 September 2016. The remaining £14.9 million misstatement relates to periods prior to and including the year ended 31 March 2016 (£17.2m at the EBITDA level). A number of accounting policies and practices, specifically those in respect of cost accrual, cost deferment and revenue recognition had been incorrectly applied and other accounting errors and misstatements had been made. To date there has been no evidence of theft and the misstatements are attributable to profit overstatement over a number of years with revenues being overstated and costs understated in broadly equal proportions.  

• Net debt: As previously reported, the net debt position for both 31 March 2016 and 30 September 2016 is materially higher than originally reported.  The review uncovered misstatements regarding the timing of cash received and recognition against debtors post period end, along with delayed supplier and creditor payments. Following restatement of cash, trade creditor and trade debtor balances at 31 March 2016, net debt was £37.8 million. Net debt at 30 September 2016 was £34.4 million. Despite these adjustments the Group's restated net debt position as at these dates was not representative of the underlying position as although technically correct from an accounting perspective, there was significant stretching of creditor payments in particular around operating cost items. The average month end net debt position over the eight month period to 30 November 2016 was £42.0 million and better reflects the Group's underlying net debt position over the period.

The scale and complexity of the misstatements, along with the length of time over which the misstatement occurred, meant that the forensic review, with the assistance of the Company, took a significant time commitment to complete and a level of judgement has been applied to the allocation of net assets and profit reduction over a number of accounting periods. The forensic review focused on the 30 September 2016 and 31 March 2016 balance sheets and additional work has been undertaken by the Company to analyse and attribute the accounting misstatements back to 31 March 2015.  

Prior year adjustments

As stated above, the independent forensic review undertaken by Deloitte and Nabarro confirmed the Board's expectation of a reduction to the previously reported net assets and profits after tax and an increase to the previously reported net debt. 

The total amount by which cumulative net assets and reported profits after taxation up to 31 March 2016 have been restated is £14.9m, of which the Company has identified:

·      £6.5m relates to the six month period ended 31 March 2016.

·      £3.9m relates to the six month period ended 30 September 2015.

·      £4.5m relates to the year ended 31 March 2015 and earlier.

As a result the key restated financial highlights for the year ended 31 March 2016 are:

·      Revenue restated at £103.3m vs £109.5m (reduction of £6.2m)

·      Adjusted EBITDA* restated at £13.0m vs £25.8m (reduction of £12.8m)

·      Statutory operating loss restated at £4.4m vs a profit of £8.4m (reduction of £12.8m)

·      Statutory loss after tax restated at £5.2m vs a profit of £5.2m (reduction of £10.4m)

The key restated financial highlights for the half year ended 30 September 2015 are:

•       Revenue restated at £51.9m vs £54.0m (reduction of £2.1m)

•       Adjusted EBITDA* restated at £7.8m vs £11.7m (reduction of £3.9m)

•       Statutory operating loss restated at £2.5m vs a profit of £1.4m (reduction of £3.9m)

•       Statutory loss after tax restated at £2.8m vs a profit of £1.1m (reduction of £3.9m)

Full restated and audited financial statements for the year ended 31 March 2016 will be included within the Company's audited results for the year ending 31 March 2017. Unaudited financial statements for the year ended 31 March 2016 have been included within this announcement which incorporate the adjustments for that period.

Group financial and operational performance

Revenue for the first six months of the financial year was broadly flat at £53.0m (H1 FY16 restated: £51.9m). Recurring revenue grew by 5.9% to £44.7m (H1 FY16 restated £41.8m). Profitability improved in the half, with EBITDA* up 16.7% to £9.1m (H1 FY16 restated: £7.8m), representing a margin of 17.1% (H1 FY16 restated 15.0%). The half year benefited from a revenue and EBITDA contribution from City Lifeline of £1.7m and £0.3m.

Redcentric's key revenue stream is its contracted recurring revenue base representing over 84% of total revenue in the period. Recurring revenue growth was 5.9%, driven largely by City Lifeline which was acquired in January 2016, and 1.9% on an organic basis. We continue to generate growth through selling additional services to existing customers. Against a background of softening market conditions, sales performance in the first six months was strong, with internal sales targets being achieved. 38 new name customers during the period, some of the significant contract wins amongst the 38 new clients include:

·    Retail sector: a £6.0m five-year contract to help refresh the client's infrastructure and then provide managed services across over 400 UK sites

·    Commodities sector: a £1.5m five-year contract to consolidate a number of services under one vendor for the client across 12 UK offices

·    Property sector: a £1m three-year contract to upgrade the client's existing MPLS network, adding resilience and capacity across 12 offices in UK & Ireland.

Non-recurring project-based revenues fell by an aggregate of 17.8% to £8.3m (representing 16% of total revenue in the period) due to the managed decline of the low-margin product resale business and the move by customers towards higher margin managed services.

We continue to believe that ownership of our own managed infrastructure, the significant investment we maintain in security, training and a broad range of accreditations provides all of our customers with confidence that we will continue to deliver high quality services, and enables us to differentiate ourselves from others in the market.

Net debt and balance sheet 

The Group continues to operate within its banking facilities of £50m. Net debt (including finance leases) was £34.4m at 30 September 2016 (30 September 2015 restated: £32.9m). Net debt at 31 March 2016 was £37.8m (restated).

The Group's restated net debt position as at these dates was not representative of the underlying position as creditors had been significantly stretched at these dates. The average month end net debt position over the eight month period to 30 November 2016 was £42.0 million and better reflects the Group's underlying net debt position over the period. Management are focused on improving the Group's billing and debtor collections processes and it is expected that as this materialises net debt will reduce.

	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Overdraft	3,839	2,833	3,990
Bank borrowings	25,139	26,159	28,402
Finance leases	5,457	3,941	5,365
Total net debt	34,435	32,933	37,757

The net debt position at 30 September 2016 showed a £3.4m improvement from 31 March 2016. This was the result of an £8.1m inflow from continuing operations and an additional inflow of £5.0m from the sale of our fibre networks.  These inflows have been offset by capital investment of £4.5m, payment of dividend of £4.4m, and other outflows of £0.9m (including debt servicing).

The Group consolidated balance sheets as at 30 September 2015 and 31 March 2016 have been restated to reflect the impact of the accounting restatement. The effect on the net assets of the Group of these accounting restatements was a cumulative reduction of £8.4m at 30 September 2015 to £84.9m, and a cumulative reduction of £14.9m at 31 March 2016 to £82.6m. As at 30 September 2016 net assets were £79.8m.

Dividend

Given the Company's net debt position, the Board has resolved not to declare an interim dividend.  The Board will review the Company's dividend policy at the time of the full year results.

Bank facilities and covenants 

As noted in the announcement on 13 December 2016, the Company has recalculated its historic banking covenants due to the impact of various accounting adjustments. The Company is pleased to report that it has secured waivers from its Banks in relation to historic covenants such that it is fully compliant with its facilities. The Banks remain supportive of Redcentric and constructive discussions are ongoing in relation to the agreement of future covenant levels which reflect management's business plan and current operational performance.  

City Lifeline

City Lifeline, which we acquired in January 2016, is performing in line with expectations and the technology integration is complete. It provides Redcentric with a fully connected, owned London data-centre, which is an integrated part of our accredited portfolio.

Network disposal

On 26 September 2016 we announced the disposal of our metropolitan area fibre networks in Cambridge, Portsmouth and Southampton to CityFibre Infrastructure Holdings Plc for a total consideration of £5.0m, paid in cash on completion. Ownership of the underlying fibre is not core to Redcentric's strategy, and this transaction allowed capital to be released for deployment in other areas of the business.

Board changes

On 23 November, 2016 the Company announced the appointment of Peter Brotherton ACA as Chief Financial Officer, Company Secretary and a Director of the Board, effective from 28 November 2016.  Peter has over 25 years' experience across a number of senior roles.  His two previous roles were as Chief Financial Officer of Gametech and Chief Financial Officer of PKR Group. Tony Weaver stepped down from the Board as Non-Executive Director on 1 November 2016. Tim Coleman resigned from the Board as CFO on 7 November 2016.

Summary and outlook

The Board and management have actioned a remedial plan to ensure that accounting balances cannot be misstated going forward and to further strengthen the finance function of the business.  Some important first steps have been taken including the appointment of a new senior and experienced Chief Financial Officer and an Interim CFO.  Initial improvements already made to internal systems include changes to billing and credit control management systems and processes and improvements will continue to be made in the first half of 2017.

The Company reported for the period ended 30 September 2016 revenue of £53.0 million and Adjusted EBITDA* of £9.1 million. Given the growth in the recurring revenues in the business through the first half of the year, now accounting for in excess of 84% of total Group revenue, the Board believes that this performance is indicative of the performance for the second half of the year.

The Company has been very encouraged and appreciative of the supportive response from its banks, employees, clients and prospective clients. The sales pipeline remains strong and the H1 sales targets were exceeded, incorporating 38 new client wins.  With the remedial action plan underway, the focus of the Board and management is to take a more robust and sustainable business forward.

Condensed consolidated Income Statement (unaudited)

	Note	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Continuing operations
Revenue	3	52,982	51,928	103,315
Cost of sales		(23,798)	(24,084)	(48,477)
Gross profit		29,184	27,844	54,838
Selling and distribution costs		(3,686)	(3,269)	(6,482)
Administrative expenses		(24,582)	(26,724)	(52,733)
Adjusted EBITDA *	3	9,051	7,813	13,031
Depreciation		(3,971)	(2,845)	(5,693)
Amortisation of acquired intangibles		(3,409)	(2,766)	(5,548)
Transaction and integration costs	4	(755)	(3,637)	(4,726)
Share-based payments		-	(714)	(1,441)
Operating profit/ (loss)		916	(2,149)	(4,377)
Net finance costs	5	(596)	(398)	(995)
Profit/ (loss) on ordinary activities before taxation		320	(2,547)	(5,372)
Tax on profit on ordinary activities	6	1,308	(289)	187
Profit/ (loss) for the period (attributable to owners of the parent)		1,628	(2,836)	(5,185)
Earning/(loss) per share
Basic	7	1.11p	(1.96)p	(3.57)p
Diluted	7	1.06p	(1.96)p	(3.57)p

*Earnings before interest, tax, depreciation, amortisation, transaction and integration costs and share-based payments.

The above condensed consolidated income statement should be read in conjunction with the accompanying notes.

Condensed consolidated Statement of Comprehensive Income (unaudited)

		Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Profit/(loss) for the period		1,628	(2,836)	(5,185)
Total comprehensive income/(expense)		1,628	(2,836)	(5,185)

Condensed consolidated Statement of Changes in Equity (unaudited)

Six months ended 30 September 2016	Share capital £000	Share premium £000	Common control reserve £000	Retained earnings £000	Total equity £000
Balance at 31 March 2016 (restated)	146	63,667	(9,454)	28,231	82,590
Total comprehensive Income	-	-	-	1,628	1,628
Transactions with owners:
Share issue less costs	1	-	-	-	1
Dividend	-	-	-	(4,406)	(4,406)
Balance at 30 September 2016 (unaudited)	147	63,667	(9,454)	25,453	79,813

Six months ended 30 September 2015	Share capital £000	Share premium £000	Common control reserve £000	Retained earnings £000	Total equity £000
Balance at 31 March 2015 (restated)	145	62,668	(9,454)	36,962	90,321
Total comprehensive loss	-	-	-	(2,836)	(2,836)
Transactions with owners:
Share based payments	-	-	-	661	661
Deferred tax on share based payments	-	-	-	(132)	(132)
Share issue less costs	1	524	-	-	525
Dividend	-	-	-	(3,618)	(3,618)
Balance at 30 September 2015 (unaudited)	146	63,192	(9,454)	31,037	84,921

Condensed consolidated Balance Sheet (unaudited)

	Note	30 September 2016 Unaudited £000	30 September 2015 Restated £000	31 March 2016 Restated £000
Assets
Non-current assets
Property plant and equipment		23,723	23,982	28,170
Intangible assets		88,702	92,461	92,285
		112,425	116,443	120,455
Current assets
Inventories		168	-	497
Trade and other receivables	8	28,021	28,920	34,221
		28,189	28,920	34,718
Total assets		140,614	145,363	155,173
Equity and liabilities
Equity
Called up share capital	11	147	146	146
Share premium account		63,667	63,192	63,667
Other reserves		(9,454)	(9,454)	(9,454)
Retained earnings		25,453	31,037	28,231
Total equity		79,813	84,921	82,590
Non-current liabilities
Borrowings	10	28,285	28,701	31,912
Deferred tax liability		3,113	1,433	2,764
Provisions		1,773	1,824	1,940
		33,171	31,958	36,616
Current liabilities
Overdraft		3,839	2,833	3,990
Trade and other payables	9	21,145	22,282	29,787
Corporation tax payable		-	1,795	-
Borrowings	10	2,311	1,399	1,855
Provisions		335	175	335
		27,630	28,484	35,967
Total liabilities		60,801	60,442	72,583
Total equity and liabilities		140,614	145,363	155,173

Condensed consolidated Cash Flow Statement (unaudited)

	Note	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Cash flows from continuing operating activities
Cash generated from/(used in) operations (before Transaction and integration costs)	12	8,148	(3,430)	6,665
Cash absorbed by Transaction and integration costs		(498)	(2,207)	(3,066)
Cash generated/(used in) by operations		7,650	(5,637)	3,599
Interest paid		(497)	(360)	(927)
Corporation tax received/(paid)		133	(180)	-
Net cash generated by/(used in) operating activities		7,286	(6,177)	2,672
Cash flows from investing activities
Purchase of property, plant and equipment		(4,524)	(3,430)	(9,030)
Disposal of assets		5,000	-	-
Acquisition of subsidiary		-	(12,645)	(19,348)
Net cash generated from/(used) in investing activities		476	(16,075)	(28,378)
Cash flows from financing activities
Proceeds of issue of shares less costs of issue		-	525	1,000
(Decrease)/ increase in bank loans and finance leases		(3,205)	19,313	23,323
Dividends paid		(4,406)	(3,618)	(5,806)
Net cash (absorbed by)/ generated from financing activities		(7,611)	16,220	18,517
Net increase / (decrease) in cash and cash equivalents		151	(6,032)	(7,189)
Cash and cash equivalents at 1 April		(3,990)	3,199	3,199
Cash and cash equivalents at end of period		(3,839)	(2,833)	(3,990)

Notes to the Interim Financial Information

Six months ended 30 September 2016

1   General information and basis of preparation

The Interim Financial Information is unaudited.

Statutory accounts for Redcentric plc for the period ended 31 March 2016 were approved by the Board of directors on 16 June 2016 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under sections 498 (2) or (3) of the Companies Act 2006.

The consolidated financial statements of Redcentric plc have been prepared on the going concern basis and in accordance with EU adopted International Financial Reporting Standards (IFRS), IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements for the year ended 31 March 2016 have been prepared under the historical cost convention and after restatement following completion of the forensic review.

The Directors are required to be satisfied that the Group has adequate resources to continue in business for the foreseeable future. The validity of this assumption depends on the ability of the Group to meet its cash flow forecasts and the continuing support of its bankers by providing adequate overdraft facilities and of its debt holders and shareholders. The Company is pleased to report that it has secured waivers from its Banks in relation to historic covenants such that it is fully compliant with its facilities. The Banks remain supportive of Redcentric and constructive discussions are ongoing in relation to the agreement of future covenant levels which reflect management's business plan and current operational performance. The Group's banking facilities run until 1 April 2020. A high proportion of the Group's revenue is recurring in nature, which provides good visibility of future cash flows. However, there can be no absolute certainty that the Group will achieve its EBITDA forecasts. Current indications are that the Group will be able to operate within its banking facilities for at least 12 months from the date of approval of this Interim Financial Information. For these reasons the Directors believe the going concern basis to be appropriate.

This condensed, consolidated interim report and financial information was approved by the Board on 22 November 2016.

2   Accounting policies

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.

The accounting policies used in preparing the Interim Financial Information are unchanged from those disclosed in the Group's annual report and financial statements for the year ended 31 March 2016, and are those the Group expects to apply in its financial statement for the year ended 31 March 2017.

3   Segment reporting

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker ('CODM'). The CODM has been identified as the Group Chief Executive Officer and the Chief Financial Officer. The CODM are jointly responsible for resources allocation and assessing the performance of the operating segments. The operating segments are defined by distinctly separate product offerings or markets. All of the revenue derives from customers located in the United Kingdom. No single customer accounted for more than 10% of the revenue of any operating segment.

Recurring revenue is derived from the provision of the Group's services to customers under long-term agreements, including data, connectivity, hosting, cloud, and support services. Services revenue is derived from the provision of consultancy, or installation services regarding the provision and set-up of a new service. Product revenues are derived from the sale of third party products, which comprises mostly hardware.

Results for the six months ended 30 September 2016

	Recurring £000	Services £000	Product £000	Central £000	Total £000
Total segment revenue	44,694	3,990	4,298	-	52,982
Adjusted operating costs	(35,789)	(3,196)	(4,148)	(798)	(43,931)
Adjusted EBITDA *	8,905	794	150	(798)	9,051
Depreciation	(3,971)	-	-	-	(3,971)
Share based payments	-	-	-	-	-
Amortisation of acquired intangible assets	(3,409)	-	-	-	(3,409)
Transaction and integration costs	-	-	-	(755)	(755)
Segment result	1,525	794	150	(1,553)	916
Net finance costs	-	-	-	(596)	(596)
Tax	-	-	-	1,308	1,308
Profit for the period	1,525	794	150	(841)	1,628
Capital expenditure	4,524	-	-	-	4,524

Results for the six months ended 30 September 2015 (restated)

	Recurring £000	Services £000	Product £000	Central £000	Total £000
Total segment revenue	41,841	6,487	3,600	-	51,928
Adjusted operating costs	(34,841)	(5,122)	(3,463)	(689)	(44,115)
Adjusted EBITDA *	7,000	1,365	137	(689)	7,813
Depreciation	(2,845)	-	-	-	(2,845)
Share based payments	-	-	-	(714)	(714)
Amortisation of acquired intangible assets	(2,766)	-	-	-	(2,766)
Transaction and integration costs	-	-	-	(3,637)	(3,637)
Segment result	1,389	1,365	137	(5,040)	(2,149)
Net finance costs	-	-	-	(398)	(398)
Tax	-	-	-	(289)	(289)
Loss for the period	1,164	1,307	131	(5,438)	(2,836)
Capital expenditure	3,430	-	-	-	3,430

* Earnings before interest, tax, depreciation, amortisation, transaction and integration costs and share-based payments

Results for the year ended 31 March 2016 (restated)

	Recurring £000	Services £000	Product £000	Central £000	Total £000
Total segment revenue	85,132	11,571	6,612		103,315
Adjusted operating costs	(72,925)	(9,499)	(6,361)	(1,499)	(90,284)
Adjusted EBITDA *	12,207	2,072	251	(1,499)	13,031
Depreciation	(5,693)	-	-	-	(5,693)
Share based payments	-	-	-	(1,441)	(1,441)
Amortisation of acquired intangible assets	(5,548)	-	-	-	(5,548)
Transaction and integration costs	-	-	-	(4,726)	(4,726)
Segment result	966	2,072	251	(7,666)	(4,377)
Net finance costs	-	-	-	(995)	(995)
Tax	-	-	-	187	187
Loss for the period	966	2,072	251	(8,474)	(5,185)
Capital expenditure	9,029	-	-	-	9,029

4   Transaction and integration costs

In accordance with the Group's policy of separately identifying transaction and integration costs, the following charges were recognised in the period:

	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Redundancy costs	181	787	1,391
Costs of integrating subsidiary	267	710	760
Transaction costs	150	470	489
Contractors and one off closure costs	-	-	388
Loss on sale	157	-
Vacant property provisions	-	1,670	1,698
Transaction and integration costs	755	3,637	4,726

5   Net finance costs

	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Interest payable on bank loans and overdrafts	520	360	927
Finance charges	76	38	68
Net finance costs	596	398	995

6   Tax

	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March   2016 Restated £000
Provision for Corporation Tax	-	487	-
Release of deferred tax provision	(1,308)	(198)	(187)
Total tax (credit)/ charge	(1,308)	289	(187)

7   Earnings per share 

Basic earnings per share have been calculated using a weighted average number of shares of 146,335,704 (2015: 144,761,349). The dilutive effect of share options in issue at 30 September 2016 increased the weighted average number of shares to 153,613,323 (2015: 152,713,413).

In addition, adjusted earnings per share have been calculated to reflect the underlying performance of the business. This measure is derived as follows:

		Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Profit/(loss) from operations for the period		1,628	(2,836)	(5,185)
Amortisation of acquired intangibles		3,409	2,766	5,548
Share-based payments		-	714	1,441
Transaction and integration costs		755	3,637	4,726
Tax (credit)/ charge in income statement		(1,308)	289	(187)
Adjusted earnings before tax		4,484	4,570	6,343
Notional tax charge at 19% (H1 FY16: 20%; FY16: 20%)		(852)	(914)	(1,269)
Adjusted earnings		3,632	3,656	5,074
	Weighted average number of shares	146,335,704	144,761,349	145,223,982
	Diluted weighted average number of shares	153,613,323	152,713,413	153,314,134
	Basic earnings/ (loss) per share	1.11p	(1.96)p	(3.57)p
	Diluted basic earnings/(loss) per share	1.06p	(1.96)p	(3.57)p
	Adjusted basic earnings per share	2.48p	2.53p	3.49p
	Diluted adjusted basic earnings per share	2.36p	2.39p	3.31p

8   Trade and other receivables

	30 September 2016 £000	30 September 2015 Restated £000	31 March 2016 Restated £000
Trade receivables	20,500	20,406	28,995
Less: provision for impairment of trade receivables	(2,903)	(119)	(2,861)
Trade receivables - net	17,597	20,287	26,134
Other receivables	8	-	8
Prepayments	4,015	3,729	4,461
Accrued income	6,401	4,904	3,618
Total	28,021	28,920	34,221

9   Trade and other payables

	30 September 2016 £000	30 September 2015 Restated £000	31 March 2016 Restated £000
Trade payables	10,449	6,977	8,856
Other payables	305	38	-
Taxation and social security	3,445	3,219	4,700
Accruals	3,011	7,938	11,560
Deferred income	3,935	4,110	4,671
Total	21,145	22,282	29,787

10   Borrowings

	30 September 2016 £000	30 September 2015 Restated £000	31 March 2016 Restated £000
Bank loan	25,377	26,500	28,674
Bank Overdraft	3,839	2,833	3,990
Arrangement fee	(238)	(341)	(272)
Finance leases - current	2,311	1,399	1,855
Finance leases - non current	3,146	2,542	3,510
Total gross borrowings	34,435	32,933	37,757

	30 September 2016 £000	30 September 2015 Restated £000	31 March 2016 Restated £000
Total bank borrowings	25,377	26,500	28,674
Bank overdraft	3,839	2,833	3,990
Net bank borrowings	29,216	29,333	32,664

11   Called up share capital

Allotted, called up and fully paid share capital, comprising Ordinary shares of 0.1p each:

	2016 Number	2016 £000	2015 Number	2015 £000
At 1 April	145,881,185	146	144,728,908	145
Issued during the period	1,285,000	1	655,650	1
At 30 September	147,166,185	147	145,384,558	146

On 23 June 2016 the company issued 437,500 new Ordinary Shares of 0.1p each as a result of an employee option exercise.

On 30 June 2016 the company issued 225,000 new Ordinary Shares of 0.1p each as a result of an employee option exercise.

On 22 August 2016 the company issued 337,500 new Ordinary Shares of 0.1p each as a result of an employee option exercise.

On 9 September 2016 the company issued 285,000 new Ordinary Shares of 0.1p each as a result of an employee option exercise

12   Net Cash flows from continuing operating activities

	Six months ended 30 September 2016 £000	Six months ended 30 September 2015 Restated £000	31 March 2016 Restated £000
Profit on ordinary activities after tax	1,628	(2,836)	(5,185)
Adjustments for:
Cash absorbed by transaction and integration costs	498	2,207	4,726
Net finance costs	596	398	995
Depreciation of property, plant and equipment	3,971	2,845	5,693
Amortisation of acquired intangible assets	3,409	2,766	5,548
Equity-settled share based payments	-	714	1,441
Decrease/(increase) in inventories	329	-	(497)
Decrease/(increase) in trade and other receivables	6,200	(12,670)	(17,971)
(Decrease) / increase in trade and other payables	(8,483)	3,146	11,915
Cash generated by continuing operations	8,148	(3,430)	6,665

This information is provided by RNS

The company news service from the London Stock Exchange

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