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REG - Telecom Plus PLC - Half Yearly Report <Origin Href="QuoteRef">TEP.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSS3773Xa 

                                                           
 
 
 Condensed Consolidated Cash Flow Statement                                     
 6 months                                                      6 months         Year          
 ended                                                         ended            ended         
 30 September                                                  30 September     31 March      
 2014                                                          2013             2014          
 (unaudited)                                                   (unaudited)      (audited)     
 Operating activities                                          £'000            £'000         £'000        
 Profit before taxation                                        15,390           12,620        36,630       
 Adjustments for:                                                                                          
 Share of profit of associate                                  (1,816)          (1,546)       (4,654)      
 Net financial expense                                         1,061            10            746          
 Depreciation of property, plant and equipment                 892              630           1,307        
 Loss on disposal of fixed assets                              6                -             -            
 Amortisation of intangible assets                             5,603            -             3,785        
 Amortisation of debt arrangement fees                         172              -             118          
 (Increase) / decrease in inventories                          897              (87)          (1,280)      
 Decrease in trade and other receivables                       59,910           31,146        41,284       
 Decrease in trade and other payables                          (64,119)         (33,019)      (92,208)     
 Share incentive scheme charges                                314              1,103         4,193        
 Corporation tax paid                                          (4,719)          (3,194)       (7,104)      
 Net cash flow from operating activities                       13,591           7,663         (17,183)     
                                                                                                           
 Investing activities                                                                                      
 Purchase of property, plant and equipment                     (10,444)         (791)         (5,736)      
 Disposal of property, plant and equipment                     46               -             -            
 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         3,056        
 Purchase of shares in associate                               (171)            -             -            
 Interest received                                             92               31            107          
 Cash flow from investing activities                           (6,329)          2,296         (141,027)    
                                                                                                           
 Financing activities                                                                                      
 Dividends paid                                                (15,105)         (12,656)      (23,921)     
 Interest paid                                                 (1,226)          (41)          (769)        
 Drawdown of borrowing facilities                              -                -             100,000      
 Repayment of borrowing facilities                             (30,000)         -             -            
 Fees associated with borrowing facilities                     (315)            -             (1,098)      
 Issue of new ordinary shares                                  323              573           131,061      
 Payment of share issue costs                                  -                -             (2,447)      
 Purchase of own shares                                        (760)            -             -            
 Cash flow from financing activities                           (47,083)         (12,124)      202,826      
 Increase/(decrease) in cash and cash equivalents              (39,821)         (2,165)       44,616       
 Net cash and cash equivalents at the beginning of the period  45,389           773           773          
 Net cash and cash equivalents at the end of the period        5,568            (1,392)       45,389       
                                                                                                           
 Cash                                                          5,568            3,344         45,389       
 Short term borrowings (cash equivalents)                      -                (4,736)       -            
 Net cash and cash equivalents at the end of the period        5,568            (1,392)       45,389       
                                                                                                               
 
 
Condensed Consolidated Statement of Changes in Equity 
 
                                                                                                                      
                                                           Share    Share    Treasury  JSOP     Retained              
                                                           Capital  Premium  Shares    Shares   Earnings    Total     
                                                           £'000    £'000    £'000     £'000    £'000       £'000     
                                                                                                                      
 Balance at 1 April 2013                                   3,530    8,508    -         (2,275)  60,979      70,742    
                                                                                                                      
 Profit and total comprehensive income for the period      -        -        -         -        10,053      10,053    
 Deferred tax on share options                             -        -        -         -        203         203       
 Dividends                                                 -        -        -         -        (12,656)    (12,656)  
 Credit arising on share options                           -        -        -         -        311         311       
 Issue of new shares                                       12       561      -         -        -           573       
                                                                                                                      
 Balance at 30 September 2013                              3,542    9,069    -         (2,275)  58,890      69,226    
                                                                                                                      
 Balance at 1 October 2013                                 3,542    9,069    -         (2,275)  58,890      69,226    
                                                                                                                      
 Profit and total comprehensive income for the period      -        -        -         -        18,922      18,922    
 Deferred tax on share options                             -        -        -         -        545         545       
 Dividends                                                 -        -        -         -        (11,265)    (11,265)  
 Credit arising on share options                           -        -        -         -        497         497       
 Issue of new shares                                       459      130,029  -         -        -           130,488   
 Costs associated with the issue of new ordinary shares    -        (2,447)  -         -        -           (2,447)   
 Balance at 31 March 2014                                  4,001    136,651  -         (2,275)  67,589      205,966   
                                                                                                                      
 Balance at 1 April 2014                                   4,001    136,651  -         (2,275)  67,589      205,966   
                                                                                                                      
 Profit and total comprehensive income for the period      -        -        -         -        11,475      11,475    
 Deferred tax on share options                             -        -        -         -        (1,524)     (1,524)   
 Dividends                                                 -        -        -         -        (15,105)    (15,105)  
 Purchase of treasury shares                               -        -        (760)     -        -           (760)     
 Credit arising on share options                           -        -        -         -        637         637       
 Issue of new shares                                       7        316      -         -        -           323       
                                                                                                                      
 Balance at 30 September 2014                              4,008    136,967  (760)     (2,275)  63,072      201,012   
 
 
 Notes to the condensed financial statements        
                                                                      
                                                                      
 1.  General information                                              
                                                                      
 The condensed consolidated financial statements      
 presented in this half-year report ("the Half-Year   
 Results") have been prepared in accordance with IAS   
 34.  The principal accounting policies adopted in    
 the preparation of the condensed consolidated        
 financial statements are unchanged from those used   
 in the annual report for the year ended 31 March     
 2014 and are consistent with those that the company   
 expects to apply in its financial statements for     
 the year ended 31 March 2015. The condensed          
 consolidated financial statements for the year       
 ended 31 March 2014 presented in this half-year      
 report do not constitute the company's statutory     
 accounts for that period.  The condensed             
 consolidated financial statements for that period    
 have been derived from the Annual Report and         
 Accounts of Telecom Plus Plc.  The Annual Report     
 and Accounts of Telecom Plus Plc for the year ended   
 31 March 2014 were audited and have been filed with   
 the Registrar of Companies.   The Independent        
 Auditors' Report on the Annual Report and Accounts   
 of Telecom Plus Plc for the year ended 31 March      
 2014 was unqualified and did not draw attention to   
 any matters by way of emphasis and did not contain   
 statements under s498(2) or (3) of the Companies     
 Act 2006.  The financial information for the         
 periods ended 30 September 2014 and 30 September     
 2013 is unaudited but has been subject to a review   
 by the company's auditors.                           
 Seasonality of business: in respect of the energy    
 supplied by the Group, approximately two thirds is   
 consumed by customers in the second half of the      
 financial year.   The Half-Year Results was          
 approved for issue by the Board of Directors on 18   
 November 2014.                                       
 
 
 2.  Operating segments                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                                                         
 For management reporting purposes, the Group is currently organised into two operating divisions: Customer Management and Customer Acquisition. These divisions form the basis on which the Group reports its segment information.  
                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                     6 months ended                                           6 months ended               Year ended                          
                                                                                                                                                                                                                                     30 September 2014                                        30 September 2013            31 March 2014                       
                                                                                                                                                                                                                                     (unaudited)                                              (unaudited)                  (audited)                           
                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                         Segment                                                           Segment                                        Segment                        
                                                                                                                                                                                                                                     Revenue             Result                                                   Revenue  Result                                Revenue  Result                         
                                                                                                                                                                                                                                     £'000               £'000                                                    £'000    £'000                                 £'000    £'000                          
                                                                                                                                                                                                                                                                                                                                                                                                         
 Customer Management                                                                                                                                                                                                                 259,412             21,033                                                   238,229  16,819                                642,541  44,858                         
 Customer Acquisition                                                                                                                                                                                                                7,884               (6,398)                                                  7,588    (5,735)                               16,219   (12,136)                       
                                                                                                                                                                                                                                                                                                                                                                                                         
 Total                                                                                                                                                                                                                               267,296             14,635                                                   245,817  11,084                                658,760  32,722                         
                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                         As at 30 September 2014 (unaudited)                               As at 30 September 2013(unaudited)             As at 31 March 2014 (audited)  
                                                                                                                                                                                                                                                         £'000                                                             £'000                                          £'000                          
                                                                                                                                                                                                                                                                                                                                                                                                         
 Customer Management                                                                                                                                                                                                                                     371,412                                                           145,211                                        474,145                        
 Customer Acquisition                                                                                                                                                                                                                                    7,724                                                             3,698                                          5,310                          
                                                                                                                                                                                                                                                                                                                                                                                                         
 Total Assets                                                                                                                                                                                                                                            379,136                                                           148,909                                        479,455                        
                                                                                                                                                                                                                                                                                                                                                                                                         
 Customer Management                                                                                                                                                                                                                                     (175,647)                                                         (77,415)                                       (269,841)                      
 Customer Acquisition                                                                                                                                                                                                                                    (2,477)                                                           (2,268)                                        (3,648)                        
                                                                                                                                                                                                                                                                                                                                                                                                         
 Total Liabilities                                                                                                                                                                                                                                       (178,124)                                                         (79,683)                                       (273,489)                      
 
 
3. Property, plant and equipment 
 
The increase in property plant and equipment during the six month period to 30
September 2014 mainly relates to the costs of refurbishing Merit House, the
Company's new headquarters office in north-west London. 
 
4. Intangible assets 
 
                         6 months ended 30 September 2014 (unaudited)    6 months ended 30 September 2013 (unaudited)    Year ended 31 March 2014 (audited)  
                         £'000                                           £'000                                           £'000                               
                                                                                                                                                             
 Cost                                                                                                                                                        
 Amount brought forward  224,563                                         2,969                                           2,969                               
 Additions               -                                               -                                               221,594                             
 Amount carried forward  224,563                                         2,969                                           224,563                             
                                                                                                                                                             
 Amortisation                                                                                                                                                
 Amount brought forward  (3,785)                                         -                                               -                                   
 Charge for the period   (5,603)                                         -                                               (3,785)                             
 Amount carried forward  (9,388)                                         -                                               (3,785)                             
                                                                                                                                                             
 Carrying amount         215,175                                         2,969                                           220,778                             
                                                                                                                                                             
 
 
The additions to intangible assets during the year ended 31 March 2014 related
to the entering into of the new energy supply arrangements with npower on
improved commercial terms through the acquisition of Electricity Plus Supply
Limited and Gas Plus Supply Limited ("the Companies") from npower Limited
having effect from 1 December 2013 ("the Transaction"). For accounting
purposes, the Transaction was treated as an asset purchase, not a business
combination, as the Companies acquired did not constitute businesses.  Further
information on the Transaction can be found in Note 21 of the 2014 annual
financial statements. 
 
The total consideration for the Transaction comprised a payment to npower of
£196.5 million on 20 December 2014, a deferred amount of £21.5 million payable
on 20 December 2016 and a payment of £2.5 million made in January 2014 for the
net assets acquired in the Companies which comprised cash and short term
working capital balances. 
 
The addition to intangible assets of £221.6 million in the year ended 31 March
2014 therefore represents the total consideration paid and payable to npower,
excluding the payment for net assets acquired in the Companies, plus
transaction costs of £3.6 million, which in accordance with the relevant
accounting standards, have been recognised as a cost of acquisition. 
 
The intangible asset is being amortised evenly over the 20 year life of the
energy supply agreement. 
 
5. Interest bearing loans and borrowings 
 
                                    6 months ended 30 September 2014 (unaudited)    6 months ended 30 September 2013 (unaudited)    Year ended 31 March 2014 (audited)  
                                    £'000                                           £'000                                           £'000                               
                                                                                                                                                                        
 Bank loans                         70,000                                          -                                               100,000                             
 Unamortised loan arrangement fees  (1,123)                                         -                                               (980)                               
 Working capital facilities         -                                               4,736                                           -                                   
                                    68,877                                          4,736                                           99,020                              
                                                                                                                                                                        
 Due within one year                -                                               4,736                                           20,000                              
 Due after one year                 70,000                                          -                                               80,000                              
                                    70,000                                          4,736                                           100,000                             
                                                                                                                                                                        
 
 
The Group entered into total bank loan facilities of £125 million during the
year ended 31 March 2014, comprising a transaction facility of £100 million
("the Transaction Facility") which was fully drawn down as at 31 March 2014
and working capital facilities of £25 million ("the Working Capital
Facilities") of which £Nil were drawn down as at 31 March 2014. 
 
The Transaction Facility was divided into two tranches: (i) Term Loan A of £70
million repayable by 20 December 2016; and (ii) Term Loan B of £30 million
repayable by 20 December 2015. 
 
In July 2014 the Group restructured the Transaction Facility which involved
the early repayment of Term Loan B and extending the maturity and repayment
dates of Term Loan A.  An extension to the Working Capital Facilities up to a
maximum of £40 million was also agreed. 
 
6. Share premium 
 
The increase in the share premium account during the year ended 31 March 2014
related mainly to the issue of 8,813,500 new ordinary shares at a price of
1475p per share on 20 December 2013 in order to fund the acquisition of
Electricity Plus Supply Limited and Gas Plus Supply Limited from npower
Limited. 
 
7. Dividends 
 
                                                                                                                                                                                                                                                                                                                     6 months         6 months         Year        
                                                                                                                                                                                                                                                                                                                     ended            ended            ended       
                                                                                                                                                                                                                                                                                                                     30 September     30 September     31 March    
                                                                                                                                                                                                                                                                                                                     2014             2013             2014        
                                                                                                                                                                                                                                                                                                                     (unaudited)      (unaudited)      (audited)   
                                                                                                                                                                                                                                                                                                                     £'000            £'000            £'000       
                                                                                                                                                                                                                                                                                                                                                                   
                                                                                                                                                                                                                                                                                                                                                                   
 Final dividend for the year ended 31 March 2014 of 19p per share                                                                                                                                                                                                                                                    15,105           -                -           
                                                                                                                                                                                                                                                                                                                                                                   
 Final dividend for the year ended 31 March 2013 of 18p per share                                                                                                                                                                                                                                                    -                12,656           12,656      
                                                                                                                                                                                                                                                                                                                                                                   
 Interim dividend for the year ended 31 March 2014 of 16p per share (2013: 13p)                                                                                                                                                                                                                                      -                -                11,265      
                                                                                                                                                                                                                                                                                                                                                                     
 An interim dividend of 19p per share will be paid on 15 December 2014 to shareholders on the register at close of business on 28 November 2014. The estimated amount of this dividend to be paid is £15.1 million and, in accordance with IFRS accounting requirements, has not been recognised in these accounts.                 
                                                                                                                                                                                                                                                                                                                                                                               
 
 
8. Earnings per share 
 
                                                                                                                     6 months         6 months         Year        
                                                                                                                     ended            ended            ended       
                                                                                                                     30 September     30 September     31 March    
                                                                                                                     2014             2013             2014        
                                                                                                                     (unaudited)      (unaudited)      (audited)   
 The calculation of the basic and diluted earnings per share is based on the following data:                         £'000            £'000            £'000       
                                                                                                                                                                   
 Earnings for the purpose of basic and diluted earnings per share                                                    11,475           10,053           28,975

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