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REG - Telecom Plus PLC - Final Results <Origin Href="QuoteRef">DODS.L</Origin> <Origin Href="QuoteRef">TEP.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSW8906Qa 

on a regular basis and securely stored off-site. The Group also has
extensive back-up information technology infrastructure in the event of a
failure of the main system, designed to ensure that a near-seamless service to
Members can be maintained. 
 
During the year the Group agreed to acquire the underlying source code behind
its billing and membership management system which had previously been used
under licence. As a result of the acquisition the Group now has full strategic
control over the source code and has therefore removed any risk of future
software development not being able to meet the precise requirements of the
Group. 
 
Legislative and regulatory risk 
 
The Group is subject to varying laws and regulations, including possible
adverse effects from European regulatory intervention. The energy markets in
the UK and Continental Europe are subject to comprehensive operating
requirements as defined by the relevant sector regulators and/or government
departments. Amendments to the regulatory regime could have an impact on the
Group's ability to achieve its financial goals and any failure to comply may
result in the Group being fined and lead to reputational damage which could
impact the Group's brand. Furthermore, the Group is obliged to comply with
retail supply procedures, amendments to which could have an impact on
operating costs. 
 
The Group is a licenced gas and electricity supplier, and therefore has a
direct regulatory relationship with Ofgem. If the Group fails to maintain an
effective relationship with Ofgem and comply with its licence obligations, it
could be subject to fines or to the removal of its respective licences. 
 
Proposed regulatory changes such as the new requirements in relation to smart
energy meters (with the potential for additional costs if existing meters must
be replaced prior to the end of their planned lives) and social tariffs, and
changes to the current decommissioning regime could all have a potentially
significant impact on the sector, although any additional costs associated
with smart metering are not expected to affect the net margins earned by
energy suppliers in the longer term (as any such extra costs are likely to be
reflected in higher retail charges). 
 
In general, the majority of the Group's services are supplied into highly
regulated markets, and this could restrict the operational flexibility of the
Group's business. In order to mitigate this risk, the Group maintains an
appropriate relationship with both Ofgem and Ofcom (the UK regulators for the
energy and communications markets respectively) and the Department for Energy
and Climate Change ("DECC"). The Group engages with officials from all these
organisations on a periodic basis to ensure they are aware of the Group's
views when they are consulting on proposed regulatory changes or if there are
competition issues the Group needs to raise with them. 
 
However, it should be noted that the regulatory environment for the various
markets in which the Group operates is generally focussed on promoting
competition. As one of the new entrants, it seems reasonable to expect that
most potential changes will broadly be beneficial to the Group, given the
Group's relatively small size compared to the former monopoly incumbents with
whom it competes, although these changes, and their actual impact, remain
uncertain at present.  It currently remains unclear how the governmental focus
on reform of the energy market and the current investigation by the
Competition and Markets Authority will impact the operations of the Group. 
 
Political and consumer concern over energy prices and fuel poverty may lead to
further reviews of the energy market which could result in further consumer
protection legislation being introduced through energy supply licences. The
Government could also choose to introduce adverse measures such as a windfall
tax on the Group or price controls for certain customer segments.  In
addition, political and regulatory developments affecting the energy markets
within which the Group operates may have a material adverse effect on the
Group's business, results of operations and overall financial condition. 
 
Financing risk 
 
As a result of the transaction with Npower in December 2013, the Group entered
into new debt facilities leading to increased debt service obligations which
may place operating and financial restrictions on the Group. This debt could
have adverse consequences insofar as it: (a) requires the Group to dedicate a
material proportion of its cash flows from operations to fund payments in
respect of the debt, thereby reducing the flexibility of the Group to utilise
its cash to invest in and/or grow the business; (b) increases the Group's
vulnerability to adverse general economic and/or industry conditions; (c) may
limit the Group's flexibility in planning for, or reacting to, changes in its
business or the industry in which it operates; (d) may limit the Group's
ability to raise additional debt in the long term; and (e) could restrict the
Group from making larger strategic acquisitions or exploiting business
opportunities. 
 
Each of these prospective adverse consequences (or a combination of some or
all of them) could result in the potential growth of the Group being at a
slower rate than may otherwise be achieved. 
 
Fraud and bad debt risk 
 
The Group has a universal supply obligation in relation to the provision of
energy to domestic customers. This means that although the Group is entitled
to request a reasonable deposit from potential new Members who are not
considered creditworthy, the Group is obliged to supply domestic energy to
everyone who submits a properly completed application form. Where Members
subsequently fail to pay for the energy they have used ("Delinquent Members"),
there is likely to be a considerable delay before the Group is able to control
its exposure to future bad debt from them by either installing a pre-payment
meter or disconnecting their supply, and the costs associated with preventing
such Delinquent Members from increasing their indebtedness are not always
fully recovered. 
 
Fraud within the telephony industry may arise from Members using the services
without intending to pay their supplier. The amounts involved are generally
relatively small as the Group has sophisticated call traffic monitoring
systems to identify material occurrences of fraud. The Group is able to
immediately eliminate any further bad debt exposure by disconnecting any
telephony service that demonstrates a suspicious usage profile, or falls into
arrears on payments. 
 
More generally, the Group is also exposed to payment card fraud, where Members
use stolen cards to obtain credit (e.g. on their CashBack card) or goods (e.g.
Smartphones and Tablets) from the Group; the Group regularly reviews and
refines its fraud protection systems to reduce its potential exposure to such
risks. 
 
Data security risk 
 
The Group processes sensitive personal and commercial data during the course
of its business.  The Group looks to protect customer and corporate
information and data and to keep its infrastructure secure.  A significant
breach of cyber security could result in the Group facing regulatory fines,
loss of commercially sensitive information and damage to its brand.  The Group
uses high specification firewalling and anti-viral management systems;
external consultants are also used to conduct penetration testing on the
Group's IT infrastructure. 
 
Wholesale prices risk 
 
The Group does not own or operate any utility network infrastructure itself,
choosing instead to purchase the capacity needed from third parties. The
advantage of this approach is that the Group is protected from technological
risk, capacity risk or the risk of obsolescence, as it can purchase the amount
of each service required to meet its Members' needs. 
 
Whilst there is a theoretical risk that in some of the areas in which the
Group operates it may be unable to secure access to the necessary
infrastructure on commercially attractive terms, in practice the pricing of
access to such infrastructure is either regulated (as in the energy market) or
subject to significant competitive pressures (as in telephony and broadband).
The profile of the Group's Members, the significant quantities of each service
they consume in aggregate, and its clearly differentiated route to market has
historically proven attractive to infrastructure owners, who compete
aggressively to secure a share of the Group's growing business. 
 
The supply of energy has different risks associated with it. The wholesale
price can be extremely volatile, and Member demand can be subject to
considerable short term fluctuations depending on the weather. The Group has a
long-standing supply relationship with Npower under which the latter assumes
the substantive risks and rewards of hedging and buying energy for the Group's
Members, and where the price paid by the Group is set by reference to the
average of the standard variable tariffs charged by the 'Big 6' to their
domestic customers less an agreed discount; this may not be competitive
against the wholesale prices available to new and/or other independent
suppliers.  If the Group did not have the benefit of this long term supply
agreement it would be exposed to the pricing risk of securing access to the
necessary energy on the open market. 
 
Competitive risk 
 
The Group operates in highly competitive markets and significant service
innovations or increased price competition could impact future profit margins.
In order to maintain its competitive position, there is a consistent focus on
ways of improving operational efficiency and keeping the cost base as low as
possible. New service innovations are monitored closely by senior management
and the Group is typically able to respond rapidly by offering any new
services using the infrastructure of its existing suppliers. The Group offers
a unique multi-utility proposition. The increasing proportion of Members who
are benefiting from a genuine multi-utility solution, that is unavailable from
any other known supplier, materially reduces any competitive threat. 
 
The Directors anticipate that the Group will face continued competition in the
future as the market grows, new companies enter the market and alternative
technologies and services become available.  The Group's services and
expertise may be rendered obsolete or uneconomic by technological advances or
novel approaches developed by one or more of the Group's competitors. The
existing approaches of the Group's competitors or new approaches or
technologies developed by such competitors may be more effective or affordable
than those supplied to the Group. There can be no assurance that the Group's
competitors will not develop more effective or more affordable technologies or
services, thus rendering the Group's technologies and/or services obsolete,
uncompetitive or uneconomical. There can be no assurance that the Group will
be able to compete successfully with existing or potential competitors or that
competitive factors will not have a material adverse effect on the Group's
business, financial condition or results of operations. However, as the
Group's membership base continues to rise, competition amongst suppliers of
services to the Group is expected to increase. This has already been evidenced
by various volume-related growth incentives which have been agreed with the
Group's three largest wholesale suppliers. This should ensure that the Group
has direct access to new technologies and services available to the market. 
 
Infrastructure risk 
 
The provision of services to the Group's Members is reliant on the efficient
operation of third party physical infrastructure. There is a risk of
disruption to the supply of services to Members through any failure in the
infrastructure e.g. gas shortages, power cuts or damage to communications
networks. However, as the infrastructure is generally shared with other
suppliers, any material disruption to the supply of services is likely to
impact a large part of the market as a whole and it is unlikely that the Group
would be disproportionately affected. In the event of any prolonged disruption
isolated to the Group's principal supplier within a particular market,
services required by Members could be sourced from another provider. 
 
Energy industry estimation risk 
 
A significant degree of judgement and estimation is required in order to
determine the actual level of energy used by Members and hence that should be
recognised by the Group as sales.  There is an inherent risk that the
estimation routines used by the Group do not in all instances fully reflect
the actual usage of Members. 
 
Gas Leakage within the national gas distribution network 
 
The operational management of the national gas distribution network is outside
the control of the Group. There is a risk that the level of leakage in future
could be higher than those historically experienced, and above those currently
expected. 
 
Key man risk 
 
The Group is dependent on its key management for the successful development
and operation of its business.  In the event that any or all of the members of
the key management team were to leave the business, it could have a material
adverse effect on the Group's operations. 
 
Single site risk 
 
The Group operates from one principal site and, in the event of significant
damage to that site through fire or other issues, the operations of the Group
could be adversely affected. 
 
Consolidated Statement of Comprehensive Income 
 
For the year ended 31 March 2015 
 
                                                                                          Note  2015£'000  Restated2014£'000  
                                                                                                                              
 Revenue                                                                                  1     729,178    659,722            
 Cost of sales                                                                                  (612,969)  (561,435)          
 Gross profit                                                                                   116,209    98,287             
                                                                                                                              
 Distribution expenses                                                                          (21,876)   (18,641)           
 Share incentive scheme charges                                                                 (151)      (125)              
 Total distribution expenses                                                                    (22,027)   (18,766)           
                                                                                                                              
 Administrative expenses                                                                        (46,544)   (41,560)           
 Share incentive scheme credits/(charges)                                                       1,173      (4,068)            
 Amortisation of intangible assets                                                              (11,186)   (3,785)            
 Total administrative expenses                                                                  (56,557)   (49,413)           
                                                                                                                              
 Other income                                                                                   361        650                
 Operating profit                                                                         1     37,986     30,758             
                                                                                                                              
 Financial income                                                                               133        109                
 Financial expenses                                                                             (2,066)    (855)              
 Net financial expense                                                                          (1,933)    (746)              
                                                                                                                              
 Share of profit of associates                                                                  6,006      4,654              
 Profit before taxation                                                                         42,059     34,666             
                                                                                                                              
 Taxation                                                                                       (9,758)    (7,203)            
                                                                                                                              
 Profit and other comprehensive income for the year attributable to owners of the parent        32,301     27,463             
                                                                                                                              
                                                                                                                              
 Basic earnings per share                                                                 2     40.6p      37.7p              
 Diluted earnings per share                                                               2     40.2p      37.1p              
 
 
Consolidated Balance Sheet 
 
As at 31 March 2015 
 
                                         2015       Restated2014  Restated2013  
                                         £'000      £'000         £'000         
 Assets                                                                         
 Non-current assets                                                             
 Property, plant and equipment           41,800     23,379        18,950        
 Intangible assets                       209,592    220,778       2,969         
 Goodwill                                3,742      3,742         3,742         
 Investments in associates               10,843     8,814         7,216         
 Deferred tax                            -          2,399         1,646         
 Other non-current receivables           13,929     13,061        10,300        
 Total non-current assets                279,906    272,173       44,823        
                                                                                
 Current assets                                                                 
 Inventories                             893        1,771         491           
 Trade and other receivables             28,128     39,143        16,357        
 Prepayments and accrued income          104,931    109,711       103,901       
 Cash                                    16,536     45,389        3,378         
 Total current assets                    150,488    196,014       124,127       
 Total assets                            430,394    468,187       168,950       
                                                                                
 Current liabilities                                                            
 Short term borrowings                   (4,934)    (19,804)      (2,605)       
 Trade and other payables                (24,885)   (7,749)       (7,504)       
 Current tax payable                     (1,086)    (1,495)       (1,402)       
 Deferred tax                            (551)      -             -             
 Accrued expenses and deferred income    (115,472)  (139,622)     (95,745)      
 Total current liabilities               (146,928)  (168,670)     (107,256)     
                                                                                
 Non-current liabilities                                                        
 Long term borrowings                    (64,139)   (79,216)      -             
 Deferred consideration                  (21,500)   (21,500)      -             
 JSOP creditor                           (1,507)    (4,080)       (685)         
 Total non-current liabilities           (87,146)   (104,796)     (685)         
                                                                                
 Total assets less total liabilities     196,320    194,721       61,009        
                                                                                
 Equity                                                                         
 Share capital                           4,011      4,001         3,530         
 Share premium                           137,238    136,651       8,508         
 Treasury shares                         (760)      -             -             
 JSOP reserve                            (2,275)    (2,275)       (2,275)       
 Retained earnings                       58,106     56,344        51,246        
                                                                                
 Total equity                            196,320    194,721       61,009        
 
 
Consolidated Cash Flow Statement 
 
For the year ended 31 March 2015 
 
                                                                         
                                                               2015      Restated2014  
                                                               £'000     £'000         
 Operating activities                                                                  
 Profit before taxation                                        42,059    34,666        
 Adjustments for:                                                                      
 Share of profit/distributions from associates                 (6,006)   (4,654)       
 Net financial expense                                         1,933     746           
 Depreciation of property, plant and equipment                 1,834     1,307         
 Amortisation of intangible assets                             11,186    3,785         
 Amortisation of debt arrangement fees                         367       118           
 Increase in inventories                                       878       (1,280)       
 Decrease/(increase) in trade and other receivables            14,914    40,321        
 (Decrease)/increase in trade and other payables               (7,427)   (89,281)      
 Share incentive scheme charges                                (1,022)   4,193         
 Corporation tax paid                                          (9,058)   (7,104)       
 Net cash flow from operating activities                       49,658    (17,183)      
                                                                                       
 Investing activities                                                                  
 Purchase of property, plant and equipment                     (20,306)  (5,736)       
 Disposal of property, plant and equipment                     47        -             
 New energy supply agreement:                                                          
 -   Cash consideration and fees paid                          -         (202,629)     
 -   Cash held in statutory entities acquired                  -         64,175        
 Distribution from associated company                          4,148     3,056         
 Purchase of shares in associated company                      (171)     -             
 Interest received                                             130       107           
 Cash flow from investing activities                           (16,152)  (141,027)     
                                                                                       
 Financing activities                                                                  
 Dividends paid                                                (30,230)  (23,921)      
 Interest paid                                                 (1,652)   (769)         
 Drawdown of long term borrowing facilities                    -         100,000       
 Repayment of borrowing facilities                             (30,000)  -             
 Fees associated with long term borrowing facilities           (315)     (1,098)       
 Issue of new ordinary shares                                  598       131,061       
 Payment of share issue costs                                  -         (2,447)       
 Purchase of own shares                                        (760)     -             
 Cash flow from financing activities                           (62,359)  202,826       
                                                                                       
 Increase/(decrease) in cash and cash equivalents              (28,853)  44,616        
 Net cash and cash equivalents at the beginning of the year    45,389    773           
                                                                                       
 Net cash and cash equivalents at the year end                 16,536    45,389        
 
 
Consolidated Statement of Changes in Equity 
 
For the year ended 31 March 2015 
 
 Consolidated                                            Share     Share premium  Treasury shares  JSOP reserve  Retained earnings  Total     
                                                         capital                                                                              
                                                         £'000     £'000          £'000            £'000         £'000              £'000     
                                                                                                                                              
 Previous balance at 1 April 2013                        3,530     8,508          -                (2,275)       60,979             70,742    
 Adjustments                                             -         -              -                -             (9,733)            (9,733)   
 Restated balance at 1 April 2013                        3,530     8,508          -                (2,275)       51,246             61,009    
                                                                                                                                              
 Profit and total comprehensive income for the year      -         -              -                -             27,463             27,463    
 Deferred tax on share options                           -         -              -                -             748                748       
 Dividends                                               -         -              -                -             (23,921)           (23,921)  
 Credit arising on share options                         -         -              -                -             808                808       
 Issue of new ordinary shares                            471       130,590        -                -             -                  131,061   
 Costs associated with the issue of new ordinary shares  -         (2,447)        -                -             -                  (2,447)   
                                                                                                                                              
 Balance at 31 March 2014                                4,001     136,651        -                (2,275)       56,344             194,721   
                                                                                                                                              
 Profit and total comprehensive income for the year      -         -              -                -             32,301             32,301    
 Deferred tax on share options                           -         -              -                -             (1,861)            (1,861)   
 Dividends                                               -         -              -                -             (30,230)           (30,230)  
 Purchase of treasury shares                             -         -              (760)            -             -                  (760)     
 Credit arising on share options                         -         -              -                -             1,552              1,552     
 Issue of new ordinary shares                            10        587            -                -             -                  597       
                                                                                                                                              
 Balance at 31 March 2015                                4,011     137,238        (760)            (2,275)       58,106             196,320   
 
 
Notes 
 
1.   Segment reporting 
 
The Group's reportable segments reflect the two distinct activities around
which the Group is organised: 
 
·      Customer Acquisition; and 
 
·      Customer Management. 
 
Customer Acquisition revenues represent joining fees from the Group's
distributors, the sale of marketing materials and sales of equipment including
mobile phone handsets and wireless internet routers. Customer Management
revenues are principally derived from the supply of fixed telephony, mobile
telephony, gas, electricity and internet services to residential and small
business customers. 
 
The Board measures the performance of its operating segments based on revenue
and segment result, which is referred to as operating profit. The Group
applies the same significant accounting policies across both operating
segments. 
 
Operating segments 
 
                                                          Restated                  
                                Year ended 31 March 2015  Year ended 31 March 2014  
                                Customer Management       Customer Acquisition      Total      Customer Management  Customer Acquisition  Total      
                                £'000                     £'000                     £'000      £'000                £'000                 £'000      
                                                                                                                                                     
 Revenue                        712,652                   16,526                    729,178    643,503              16,219                659,722    
                                                                                                                                                     
 Segment result                 53,451                    (15,465)                  37,986     42,894               (12,136)              30,758     
                                                                                                                                                     
 Operating profit                                                                   37,986                                                30,758     
 Net financing expense                                                              (1,933)                                               (746)      
 Share of profit of associates                                                      6,006                                                 4,654      
 Profit before taxation                                                             42,059                                                34,666     
 Taxation                                                                           (9,758)                                               (7,203)    
 Profit for the year                                                                32,301                                                27,463     
                                                                                                                                                     
 Segment assets                 410,842                   8,709                     419,551    454,063              5,310                 459,373    
 Investment in associates       10,843                    -                         10,843     8,814                -                     8,814      
 Total assets                   421,685                   8,709                     430,394    462,877              5,310                 468,187    
 Segment liabilities            (231,048)                 (3,026)                   (234,074)  (269,818)            (3,648)               (273,466)  
 Net assets                                                                         196,320                                               194,721    
                                                                                                                                                     
 Capital expenditure            (19,845)                  (461)                     (20,306)   (5,595)              (141)                 (5,736)    
 Depreciation                   1,792                     42                        1,834      1,275                32                    1,307      
 Amortisation                   11,186                    -                         11,186     3,785                -                     3,785      
 
 
The share of profit of associates relates to the Customer Management operating
segment. 
 
Revenue by service 
 
                                        Restated  
                               2015     2014      
                               £'000    £'000     
                                                  
 Customer Management                              
 -   Electricity               304,713  273,468   
 -   Gas                       278,367  255,433   
 -   Fixed communications      93,706   82,189    
 -   Mobile                    20,334   16,664    
 -   Other                     15,532   15,749    
                               712,652  643,503   
                                                  
 Customer Acquisition          16,526   16,219    
                                                  
                               729,178  659,722   
 
 
The Group operates solely in the United Kingdom. 
 
2.   Earnings per share 
 
The calculation of basic and diluted earnings per share is based on the
following data: 
 
                                                                                                                                                                                                                                                                                         2015£'000         Restated2014£'000    
                                                                                                                                                                                                                                                                                                                                
 Earnings for the purpose of basic and diluted earnings per share                                                                                                                                                                                                                        32,301            27,463               
                                                                                                                                                                                                                                                                                                                                
 Share incentive scheme (credits)/charges (net of tax)                                                                                                                                                                                                                                   (1,316)           4,038                
                                                                                                                                                                                                                                                                                                                                
 Amortisation of intangible assets                                                                                                                                                                                                                                                       11,186            3,785                
                                                                                                                                                                                                                                                                                                                                
 Earnings excluding share incentive scheme charges and amortisation of intangibles for the purpose of adjusted basic and diluted earnings per share                                                                                                                                      42,171            35,286               
                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                         Number            Number               
                                                                                                                                                                                                                                                                                         ('000s)           ('000s)              
 Weighted average number of ordinary shares for the purpose of basic earnings per share                                                                                                                                                                                                  79,581            72,775               
                                                                                                                                                                                                                                                                                                                                
 Effect of dilutive potential ordinary shares (share incentive awards)                                                                                                                                                                                                                   783               1,223                
                                                                                                                                                                                                                                                                                                                                
 Weighted average number of ordinary shares for the purpose of diluted earnings per share                                                                                                                                                                                                80,364            73,998               
                                                                                                                                                                                                                                                                                                                                
 Adjusted basic earnings per share1(Adjusted basic and diluted earnings per share exclude share incentive scheme charges and the amortisation of the intangible asset recognised as a result of the new energy supply arrangements entered into with Npower in December 2013.)    53.0p             48.5p                     
                                                                                                                                                                                                                                                                                                                              
 Basic earnings per share                                                                                                                                                                                                                                                         40.6p             37.7p                     
                                                                                                                                                                                                                                                                                                                              
 Adjusted diluted earnings per share1(Adjusted basic and diluted earnings per share exclude share incentive scheme charges and the amortisation of the intangible asset recognised as a result of the new energy supply arrangements entered into with Npower in December 2013.)  52.5p             47.7p                     
                                                                                                                                                                                                                                                                                                                              
 Diluted earnings per share                                                                                                                                                                                                                                                       40.2p             37.1p                     
                                                                                                                                                                                                                                                                                                                              
                                                                                                                                                                                                                                                                                                                                              
 
 
In accordance with IFRS 2 Share Based Payments ("IFRS 2"), awards made under
the Company's JSOP share incentive scheme are deemed to be cash-settled.  On
vesting, any gains made on awards granted under the JSOP may be settled at the
discretion of the Remuneration Committee either through: (i) a cash payment to
the participant equal to the gain; or (ii) the transfer of legal and
beneficial ownership to the participant of such number of shares as have full
value equal to the gain.  In line with IAS 33 for EPS purposes it is assumed
the gains will be settled in shares and it has therefore been deemed
appropriate to present the above analysis of earnings per share as adjusted
for share incentive scheme charges.  In the current year the share incentive
charge relating to the JSOP was a credit of approximately £2,573,000 (2014:
charge of approximately £3,395,000). 
 
It has also been deemed appropriate to present the analysis of adjusted
earnings per share excluding the amortisation of intangible assets arising
from the energy supply agreement with Npower in order to present a clearer
picture of the underlying trading performance of the Group. 
 
3.  Dividends 
 
                                                      2015    2014    
                                                      £'000   £'000   
                                                                      
 Prior year final paid 19p (2014: 18p) per share      15,105  12,656  
 Interim paid 19p (2014: 16p) per share               15,125  11,265  
 
 
The Directors have proposed a final dividend of 21p per ordinary share
totalling approximately £16.7 million, payable on 18 August 2015, to
shareholders on the register at the close of business on 24 July 2015. In
accordance with the Group's accounting policies the dividend has not been
included as a liability as at 31 March 2015. This dividend will be subject to
income tax at each recipient's individual marginal income tax rate. 
 
4.   Related parties 
 
Identity of related parties 
 
The Company has related party relationships with its subsidiaries, its
associate  and with its directors and executive officers. 
 
Transactions with key management personnel 
 
Directors of the Company and their immediate relatives control approximately
23.8% of the voting shares of the Company. 
 
Details of the total remuneration paid to the directors of the Company as key
management personnel for qualifying services are set out below: 
 
                                             2015     2014   
                                             £'000    £'000  
                                                             
 Short term employee benefits                1,200    1,142  
 Social security costs                       296      601    
 Post employment benefits                    83       106    
                                             1,579    1,849  
 Share incentive scheme (credits)/charges    (2,402)  3,454  
                                             (823)    5,303  
 
 
During the year, the Company acquired goods and services worth approximately
£16,000 (2014: £16,000) from companies in which directors have a beneficial
interest.  No amounts were owed to these companies by the Company as at 31
March 2015.  During the year, the Company sold goods and services worth
approximately £33,000 (2014: £10,000) to companies in which directors have a
beneficial interest. 
 
During the year directors purchased goods and services on behalf of the
Company worth approximately £375,000 (2014: £1,841,000).  The directors were
fully reimbursed for the purchases and no amounts were owing to the directors
by the Company as at 31 March 2015. 
 
During the year the Company sold a motor vehicle to a director for £46,000
which represented the market value of the vehicle at the time of the
transaction. 
 
Other related party transactions 
 
Associates 
 
During the year ended 31 March 2015, the associate supplied goods to the Group
which amounted to £1,054,000 (2014: £903,000) and at 31 March 2015 the
associate was owed £78,000 by the Group which is recognised within trade
payables (2014: £72,000). Transactions with the associate are priced on an
arm's length basis. Dividends received during the year from the associate
amounted to £4,148,000 (2014: £3,056,000) relating to the financial year to 31
March 2014. 
 
Subsidiary companies 
 
During the year ended 31 March 2015, the Company's subsidiaries purchased
goods and services from the Company in the amount of £49,262,000 (2014:
£9,350,000). At 31 March 2015 the Company owed the subsidiaries £37,787,000
which is recognised within trade payables (2014: £17,159,000 owed by the
Company to the Subsidiaries). 
 
5.   Prior year restatement 
 
A detailed review was recently conducted of the unbilled energy debtor
previously carried on the Group's balance sheet and which had accumulated over
the seven years between April 2007 and March 2014.  As a result of this review
it was concluded that a total of approximately £11 million (net of an
anticipated tax credit), was not likely to be recoverable. This primarily
related to higher levels of industry-wide leakage within the gas distribution
network than had previously been anticipated. 
 
Background 
 
In common with other domestic energy suppliers, the majority of the Group's
customer energy invoices are prepared using estimated meter readings, as
actual meter readings are rarely available on the date that bills are
produced. This gives rise to timing differences between the estimated volumes
of energy invoiced to customers, and the actual volume of energy invoiced to
the Group by energy industry system operators, which contribute to the
unbilled energy debtor carried forward on the Group balance sheet. 
 
A detailed assessment was recently undertaken of the accuracy of the estimates
created by the Group's billing system and the recoverability of the unbilled
energy debtor.  This review of current and historic meter reading data that
existed at each balance sheet date provided a strong endorsement of the
accuracy of the Group's billing system in calculating customer usage, but
showed that overall leakage within the gas industry (which is ultimately not
billable to customers) had been running at a higher rate than previously
expected. 
 
It was therefore decided to write down the unbilled gas energy debtor to bring
its value in line with the amount expected to be recoverable. 
 
Restatement 
 
The Board has decided to restate the Group's accounts to reflect the impact of
this write-down on previous years in order to provide stakeholders with an
accurate reflection of the historic underlying trend in the performance of the
business. 
 
Gas 
 
Fully writing down the unbilled gas debtor insofar as it relates to our share
of this industry-wide leakage, which has built up over the seven years to
March 2014 has a negative balance sheet impact as at March 2014 of £11.0
million (net of the anticipated £1.8 million tax credit). 
 
Electricity 
 
As a result of the more sophisticated way in which wholesale costs are
reconciled to actual customer meter readings by electricity industry system
operators, the net negative balance sheet impact as at March 2014 from the
restatement relating to Electricity is limited to £0.3 million.  This impact
relates solely to providing accurately for timing differences. 
 
The tables below set out the impact of the restatement on each line item
affected in the prior year comparative financial statements presented in this
Annual Report. 
 
Consolidated Statement of Comprehensive Income 
 
                                      2014Reported  Restatement adjustment  2014Restated  
                                      £'000         £'000                   £'000         
                                                                                          
 Revenue                              658,760       962                     659,722       
 Cost of sales                        (558,509)     (2,926)                 (561,435)     
 Taxation                             (7,655)       452                     (7,203)       
 Net impact to profit after tax                     (1,512)                               
                                                                                          
 Adjusted basic earnings per share    50.6p         (2.1)p                  48.5p         
 Basic earnings per share             39.8p         (2.1)p                  37.7p         
 Adjusted diluted earnings per share  49.7p         (2.0)p                  47.7p         
 Diluted earnings per share           39.2p         (2.1)p                  37.1p         
 
 
Consolidated Balance Sheet 
 
                                       2014Reported  Restatement adjustment  2014Restated  
                                       £'000         £'000                   £'000         
                                                                                           
 Trade and other receivables           39,336        (193)                   39,143        
 Prepayments and accrued income        120,786       (11,075)                109,711       
 Current tax payable                   (3,360)       1,865                   (1,495)       
 Accrued expenses and deferred income  (137,780)     (1,842)                 (139,622)     
 Retained earnings                     67,589        (11,245)                56,344        
                                                                                           
                                       2013Reported  Restatement adjustment  2013Restated  
                                       £'000         £'000                   £'000         
                                                                                           
 Trade and other receivables           16,541        (184)                   16,357        
 Prepayments and accrued income        115,947       (12,046)                103,901       
 Current tax payable                   (2,815)       1,413                   (1,402)       
 Accrued expenses and deferred income  (96,829)      1,084                   (95,745)      
 Retained earnings                     60,979        (9,733)                 51,246        
 
 
6. Basis of preparation 
 
The financial information set out above does not constitute the Group's
statutory information for the years ended 31 March 2015, 2014 or 2013, but is
derived from those accounts.  The Group's consolidated financial information
has been prepared in accordance with accounting policies consistent with those
adopted for the year ended 31 March 2014. Statutory accounts for 2014 have
been delivered to the Registrar of Companies and those for 2015 will be
delivered following the Company's annual general meeting. The auditor has
reported on these accounts, their reports were unqualified and did not contain
statements under the Companies Act 2006, s498(2) or (3). 
 
7.   Directors' responsibility statement 
 
The directors confirm, to the best of their knowledge: 
 
(a)  the financial statements, prepared in accordance with International
Financial Reporting Statements ("IFRSs") as adopted by the European Union,
give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group and the undertakings included in the consolidation
taken as a whole; and 
 
(b)  the Chairman's Statement, Chief Executive's Review, Financial Review and
Principal Risks and Uncertainties include a fair review of the development and
performance of the business and the position of the Group and the undertakings
included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face. 
 
The directors of Telecom Plus PLC and their functions are listed below: 
 
Charles Wigoder - Executive Chairman 
 
Julian Schild - Deputy Chairman and Senior Non Executive Director 
 
Andrew Lindsay - Chief Executive Officer 
 
Nick Schoenfeld - Chief Financial Officer 
 
Melvin Lawson - Non Executive Director 
 
Michael Pavia - Non Executive Director 
 
By order of the Board 
 
This information is provided by RNS
The company news service from the London Stock Exchange

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