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RCN Redcentric Plc

142.00
10.00 (7.58%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Redcentric Plc LSE:RCN London Ordinary Share GB00B7TW1V39 ORD 0.1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  10.00 7.58% 142.00 140.00 142.00 141.00 136.00 136.00 1,036,558 16:35:11
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Computer Related Svcs, Nec 141.67M -9.25M -0.0589 -23.94 221.36M

Redcentric PLC Half Year Results (7825X)

29/11/2017 7:00am

UK Regulatory


Redcentric (LSE:RCN)
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TIDMRCN

RNS Number : 7825X

Redcentric PLC

29 November 2017

29 November 2017

Redcentric plc

Half year results for the six months ended 30 September 2017 (unaudited)

Solid first six months with strong operating cash flows and a reduction in net debt

Redcentric plc ("Redcentric" or "the Group") (AIM: RCN), a leading UK IT managed services provider, today announces its unaudited interim results for the six months to 30 September 2017.

 
 Key financial measures                        Six           Six   Change 
                                            months        months 
                                             to 30         to 30 
                                              Sept          Sept 
                                              2017          2016 
                                                      (restated) 
----------------------------------------  --------  ------------  ------- 
 Revenue (GBPm)                               51.4          51.8   (0.8)% 
 Recurring monthly revenue (RMR) 
  (GBPm)                                      44.6          44.7   (0.1)% 
 Adjusted EBITDA (GBPm)(1)                     9.1           8.9     1.1% 
 Gross profit (GBPm)                          30.5          29.9     2.0% 
 Gross margin (%)                             59.4          57.8   160bps 
 Adjusted diluted EPS (p)(2)                   2.4           2.4     0.0% 
 Adjusted operating cash flow (GBPm)(3)       11.3           6.9    63.8% 
 Net debt (GBPm)(4)                           33.3          34.2   (2.6)% 
 
 Statutory results 
 Operating profit (GBPm)                       0.5         (1.9) 
 Loss before tax (GBPm)                      (0.0)         (2.5) 
 Cash generated from operations 
  (GBPm)                                      10.5           6.1 
 Basic EPS (p)                              (0.04)        (1.17) 
 

(1) Adjusted EBITDA refers to underlying operating profit before depreciation, amortisation, non-recurring costs and share based payments.

(2) Adjusted Earnings per Share excludes amortisation of acquired intangibles, non-recurring items and share-based payments and replaces the reported tax credit with a notional tax charge at the full rate of corporation tax.

(3) Adjusted operating cash flow is before non-recurring items.

(4) Net debt is the sum of cash less bank balances, bank loans and overdrafts and other financial liabilities. The Finance Review provides a breakdown of net debt for the current and prior periods.

Highlights

   --      Trading results in line with the equivalent period last year 
   --      Recurring revenues remain high at 87% of total revenue (H1 FY16/17: 86%) 

-- Strong operating cash flows as a result of positive working capital movements of GBP2.3m , reflecting success of initiatives to improve billing accuracy and cash collections

   --      Net debt reduced by GBP6.2m over the six month period 

-- The Board has been strengthened following the appointment of Chris Jagusz as Chief Executive Officer in October 2017

-- Remedial plan implemented with a significantly enhanced finance team and financial controls now in place

-- Optimisation of the cost base with a reduction in headcount and the closure of an office and third party data centre

-- Strategic moves to support the customer trend toward cloud-based compute, storage and services

-- Trading in the period was in-line with the Board's expectations and the outlook for the Group is encouraging

Chris Cole, Non-Executive Chairman, commented:

"Over the last six months we have focused on improving operating cash flows, reducing net debt and right-sizing

the cost base of the business.   We have made excellent progress in all of these areas: 

-- During the first half of the financial year, operating cash flows exceeded adjusted EBITDA by GBP2.3m, representing a cash conversion of 125%. This has been achieved as a result of a significant improvement in the invoicing and collection processes.

-- Net debt at 30 September 2017 stood at GBP33.3m, representing a GBP6.2m reduction over the six month period.

-- Actions taken to reduce operating costs with the full effects of cost savings to be realised in the second half of this financial year.

A year has now passed since the announcement of the accounting misstatements. Over this period the Board and the Company's employees have worked tirelessly to get the business back on to a "business as usual" footing.

The Chief Financial Officer, Peter Brotherton, has been in place for a year now. Over this time he has rebuilt and strengthened both the finance team and the financial systems and processes within the business. He and his team are engaged in all areas of the business and this is evidenced in the results for the first six months of the financial year.

In October 2017 the Board was further strengthened by the appointment of Chris Jagusz as Chief Executive Officer. Chris brings with him a wealth of sector and managerial experience. Now that the business has been stabilised, Chris's focus will be entirely forward looking. He has already started work on refining the strategy of the business and driving top line revenue growth."

Chris Jagusz, Chief Executive Officer, commented:

"I am delighted to have joined the Company. Despite the significant problems encountered as a result of the accounting misstatements, the business is fundamentally strong. Its product offering is well aligned to the demands of customers, it has a strong and loyal recurring revenue customer base and the business is cash generative. The issues surrounding the accounting misstatements have been addressed and so my focus is on providing the business with a clear strategy to enable the business to grow."

For further enquiries please contact:

Redcentric plc +44 (0)845 034 111

Chris Jagusz, Chief Executive Officer

Peter Brotherton, Chief Financial Officer

Tulchan +44 (0)20 7353 4200

James Macey White / Matt Low

   Numis Securities Limited - Nomad and Joint Broker                           +44 (0)20 7260 1000 

Simon Willis / Oliver Hardy

finnCap Ltd - Joint Broker +44 (0)20 7220 0500

Stuart Andrews / Rhys Williams

This announcement contains inside information. There will be a presentation for analysts held at 09:30hrs on 29 November 2017 at the offices of Tulchan Communications, 85 Fleet Street, EC4 1AE. Please contact redcentric@tulchangroup.com if you would like to attend.

Half Year Review

For the Six months to 30 September 2017

Results and performance

The Group's results for the period are in line with the equivalent period last year. Revenue was GBP51.4m, very similar to last year, and EBTIDA was GBP9.1m, GBP0.2m ahead of last year. Cash flows for the period were strong resulting in a net debt reduction of GBP6.2m. New appointments together with the merging of the billing and credit control teams have had a positive effect on cash collections and debtors ageing.

The financial performance of the business is covered in detail in the Finance Review. Key highlights include:

   --      87% of the Company's revenue is recurring in nature 
   --      The business is profitable, delivering an adjusted EBITDA margin of 17.7% 
   --      The business is cash generative and working capital is tightly controlled 
   --      Strengthened balance sheet with net debt reduced by GBP6.2m 

This is an extremely good base on which to build.

Cost reduction

During the period we undertook a review of the Company's cost base. Our review focused on two areas:

   --      Rationalisation of property portfolio 

o During the period, we consolidated our data centre customers meaning that we were able to vacate one of our third party data centres and allow the lease to lapse. This yielded annualised savings of GBP0.5m.

o We closed our London office during the period and transferred the relevant staff to our Shoreditch data centre. Annualised savings of GBP0.3m were made as a result.

   --      Staff restructuring 

o As part of the restructuring exercise, a headcount reduction of 20 was achieved, resulting in annualised savings of GBP1.2m

The combined effect of these measures is that GBP2.0m has been removed from the Company's annualised cost base. Some of these costs have been reflected in the results for the period but the full effect will be realised in the second half of the financial year.

New strategic initiatives

H1 FY17/18 has seen the development of several strategic initiatives for the Company building on its strong foundations in a health sector market in transformation, and the continuing transition of customers' computing workloads to the cloud.

   -       Health and Social Care Network Peering Exchange 

The new Health and Social Care Network (HSCN) provides a reliable, efficient and flexible way for health and social care organisations to access and exchange electronic information. In January 2017 Redcentric announced it had been awarded the prestigious multi-year contract for the Peering Exchange at the core of the HSCN, and it has now been implemented. All accredited service providers to the public and private health sector will interconnect their networks at the Peering Exchange, putting Redcentric at the heart of the HSCN community.

   -       HSCN Consumer Network Service Provider 

All NHS organisations are required to buy their connectivity from HSCN. In May 2017 Redcentric became the first commercial provider of the legacy NHS National Network (N3) to become accredited to provide HSCN connections. This builds on the Company's strong position as a connectivity provider direct to commercial health organisations and the community of independent software vendors supporting them, and opens up new markets selling direct to the NHS.

   -       Hosted Collaboration Solution 

The Redcentric Hosted Collaboration Solution (HCS) provides customers with messaging, voice and video communications to improve their agility, application integration and control in an affordable and flexible way. HCS can be overlaid as an additional service on Redcentric's connectivity solutions for commercial and health sector customers, enabling, for example, collaboration across complex large NHS organisations and between multiple health and social care agencies.

   -       Services for Crown Hosting customers 

The Crown Hosting Service is data centre colocation specifically for the UK public sector. It provides a Government-accredited rapid route to the cloud avoiding technology and vendor lock-in. Redcentric will enable public sector organisations to accelerate their use of Crown Hosting with connectivity, design, implementation, migration, monitoring and management services for customer-owned infrastructure in Crown Hosting data centres. Other Redcentric services available to Crown Hosting customers include HSCN, Database-as-a-Service and managed Microsoft Azure Stack.

   -       Microsoft Azure and Amazon Web Services (AWS) 

As a Microsoft Cloud Solution Provider and Amazon Web Services Partner Network Consulting Partner, Redcentric helps its customers create and implement sophisticated cloud strategies which can blend systems and services on-premise, at Redcentric data centres and in the Azure AWS public clouds.

Dividend

While the Group's cash generation has improved, the Board has decided that it is not appropriate to pay a dividend in respect of the half year ended 30 September 2017. The Board would keep the matter under review and would give guidance on our dividend policy when the full year results are announced in June 2018.

Board

In October 2017, the Group announced the appointment of Chris Jagusz as Chief Executive Officer. Chris has over twenty-five years of experience in the telecoms and managed services industry, during which time he has built a track record of delivering growth and business transformation.

In June 2017, the Group appointed Stephen Vaughan to the Board as Non-Executive Director. Through his career, Mr Vaughan has held a number of executive and non-executive roles focused on the technology sector. Until 2015, Mr Vaughan was Chief Executive of Phoenix IT Group plc, the main-market listed IT Infrastructure Services business.

Summary and outlook

We are pleased with the performance of Redcentric in the first half with results in line with the equivalent period last year. Good progress has been made in improving operating cash flows, reducing net debt and right-sizing the cost base. Operationally the business has continued to add new customers and increase its share of wallet from existing relationships, in line with our growth strategy. As Redcentric returns to a normal financial footing, focus now turns to resuming revenue growth supported by a strong track record and a product portfolio well-suited to address demand from mid-market businesses in the UK. The Board believes that the outlook for the Group is encouraging.

Prior year comparatives

The prior half year comparative numbers for the 6 months ended 30 September 2016 have been restated from those issued and presented in December 2016. At the time these numbers were released, the forensic review had just been completed. Further to this review, all of the Company's subsidiaries' accounts were re-audited resulting in additional adjustments, the Indian operation was correctly accounted for as a subsidiary rather than a branch and errors in the group consolidation were eliminated. The prior year comparative figures are presented on a consistent basis with the audited figures for the full year ended 31 March 2017. The detail of the prior year restatement is as per note 15.

Finance Review

Revenue

Revenue for the six months to 30 September 2017 was GBP51.4m, a very slight reduction of GBP0.5m on the equivalent period last year.

 
                                  Six           Six 
                               months        months 
                                to 30         to 30 
                                 Sept          Sept 
                                 2017          2016 
                                         (restated)       Variance 
                              GBP'000       GBP'000   GBP'000         % 
---------------------------  --------  ------------  --------  -------- 
 Recurring monthly revenue     44,644        44,682      (38)    (0.1)% 
 Product sales                  4,121         3,094     1,027     33.2% 
 One off service revenue        2,609         4,073   (1,464)   (35.9)% 
---------------------------  --------  ------------  --------  -------- 
                               51,374        51,849     (475)    (0.9)% 
---------------------------  --------  ------------  --------  -------- 
 

The Company's prime focus is on recurring monthly revenues ("RMR") but product and service sales are undertaken to support the recurring revenue base. Product and Services revenues can fluctuate from period to period.

The key revenue metric of RMR was in-line with the equivalent period last year and accounted for 87% of total revenue (H1 FY16/17: 86%).

Gross profit

 
                     Six           Six 
                  months        months 
                   to 30         to 30 
                    Sept          Sept 
                    2017          2016 
                            (restated)      Variance 
                 GBP'000       GBP'000   GBP'000      % 
--------------  --------  ------------  --------  ----- 
 Gross profit     30,507        29,947       560   1.7% 
--------------  --------  ------------  --------  ----- 
 
 Gross margin      59.4%         57.8% 
--------------  --------  ------------ 
 

Gross profit increased by GBP0.6m largely reflecting improved management of third party costs.

Adjusted Operating costs

 
                                     Six           Six 
                                  months        months 
                                   to 30         to 30 
                                    Sept          Sept 
                                    2017          2016 
                                            (restated)       Variance 
                                 GBP'000       GBP'000   GBP'000        % 
------------------------------  --------  ------------  --------  ------- 
 Staff costs                      11,940        11,946       (6)   (0.1)% 
 Office and data centre costs      3,589         3,716     (127)   (3.4)% 
 Network and equipment costs       3,286         2,812       474    16.9% 
 Other sales, general and 
  administration costs             1,575         1,738     (163)   (9.4)% 
 Offshore costs                      999           773       226    29.2% 
------------------------------  --------  ------------  --------  ------- 
                                  21,389        20,985       404     1.9% 
------------------------------  --------  ------------  --------  ------- 
 

Adjusted operating costs excludes depreciation, amortisation, non-recurring costs and share based payments.

Employees

 
 Headcount    30 Sept   30 Sept 
                 2017      2016   Variance 
-----------  --------  --------  --------- 
 UK               366       387       (21) 
 India            140       139          1 
-----------  --------  --------  --------- 
 Total            506       526       (20) 
-----------  --------  --------  --------- 
 

Overall, adjusted operating costs for H1 FY17/18 were GBP0.4m (1.9%) higher compared to the equivalent period last year. Management have been focused on improving the operating cost base of the group and significant actions have been taken with the full annualised benefit to be effective in the second half of the year.

Office and data centre costs were down on the equivalent period last year reflecting the closure of the London office and a third party data centre.

On 30(th) September 2016, the Company disposed of its fibre network to City Fibre and now pays a monthly rental fee for use of certain parts of the network. This has resulted in an increase in network and equipment costs.

Savings have also been made in other sales, general and administration costs, achieved by reducing the number of third party consultants in the business and a tighter control of marketing and corporate costs. In addition selective headcount reduction has been made which has resulted in employee cost savings.

During H1 FY17/18, the Company moved its Indian service centre to larger offices to facilitate potential expansion. The additional costs associated with these larger offices account for most of the increase over H1 FY16/17.

Adjusted Earnings Before Interest, Taxation and Amortisation (EBITDA)

 
                               Six           Six 
                            months        months 
                             to 30         to 30 
                              Sept          Sept 
                              2017          2016 
                                      (restated)      Variance 
                           GBP'000       GBP'000   GBP'000      % 
------------------------  --------  ------------  --------  ----- 
 Adjusted EBITDA             9,118         8,962       156   1.7% 
------------------------  --------  ------------  --------  ----- 
 Adjusted EBITDA margin      17.7%         17.3% 
------------------------  --------  ------------ 
 

Adjusted EBITDA is the key measure that the Company uses to assess the underlying profitability of the business. Adjusted EBITDA excludes non-recurring items and share based payments.

Adjusted EBITDA increased by GBP0.2m or 1.7% to GBP9.1m reflecting an increase in gross profit of GBP0.6m and an increase in operating costs of GBP0.4m.

Non-recurring items

 
                                         Six           Six 
                                      months        months 
                                       to 30         to 30 
                                        Sept          Sept 
                                        2017          2016 
                                                (restated)        Variance 
                                     GBP'000       GBP'000   GBP'000          % 
----------------------------------  --------  ------------  --------  --------- 
 Professional fees associated 
  with the forensic review 
  and Financial Conduct Authority 
  (FCA) investigation                    509             -       509     100.0% 
 Integration & restructuring             840           282       558     197.9% 
 Non recurring impairment 
  of trade debtor balances                 -         2,933   (2,933)   (100.0)% 
 Sale of metro ring to City 
  Fibre                                    -           207     (207)   (100.0)% 
 Vacant property provisions                -           266     (266)   (100.0)% 
----------------------------------  --------  ------------  --------  --------- 
                                       1,349         3,688   (2,339)    (63.4%) 
----------------------------------  --------  ------------  --------  --------- 
 

Overall, the level of non-recurring items has decreased from GBP3.7m to GBP1.3m. The key movements are as follows:

   --      Professional fees associated with the forensic review and FCA investigation 

o These costs relate to legal and forensic advice received in respect of the ongoing FCA investigation.

   --      Integration and restructuring costs 

o The integration costs relate to the integration of the City Lifeline acquisition which was undertaken in January 2016.

o Following the forensic review, the Company undertook a cost reduction exercise and one off redundancy costs were incurred as a result.

   --      Non recurring impairment of trade debtor balances 

o Following the audit of the 31 March 2017 annual results, a further debtor impairment charge was taken in H1 FY16/17.

   --      Sale of metro ring to City Fibre 

o On 30 September 2016, the Company disposed of its fibre network assets. This led to a one off loss on disposal of GBP0.3m in H1 FY16/17.

Net financing costs

 
                                         Six           Six 
                                      months        months 
                                       to 30         to 30 
                                        Sept          Sept 
                                        2017          2016 
                                                (restated)        Variance 
                                     GBP'000       GBP'000   GBP'000          % 
----------------------------------  --------  ------------  --------  --------- 
 Interest receivable 
 Other interest receivable             (257)             -     (257)   (100.0)% 
 
 Interest payable 
 Interest payable on bank 
  loans and overdrafts                   724           563       162      28.8% 
 Amortisation of loan arrangement 
  fees                                    34            34         -          - 
                                    --------  ------------  --------  --------- 
                                         758           597       162      27.2% 
 
 Net financing costs                     501           597      (95)    (15.9)% 
----------------------------------  --------  ------------  --------  --------- 
 

During H1 FY17/18, the Company received an interest payment of GBP257k in respect of historical supplier overcharges dating back to the period 2006 to 2011. This interest income is therefore non-recurring in nature.

The higher interest payable costs in H1 FY17/18 reflect the higher level of debt throughout the period and the increased interest margin payable following the RCF restructuring undertaken in April 2017.

Share-based payments

 
                                    Six           Six 
                                 months        months 
                                  to 30         to 30 
                                   Sept          Sept 
                                   2017          2016 
                                           (restated)       Variance 
                                GBP'000       GBP'000   GBP'000        % 
-----------------------------  --------  ------------  --------  ------- 
 SAYE schemes                       132            87        45      52% 
 Director and senior manager 
  schemes                            65         (117)       182     156% 
 MXC options                        148           317     (169)    (53)% 
 Employers NI                         -            61      (61)   (100)% 
-----------------------------  --------  ------------  --------  ------- 
                                    345           348       (3)     (1)% 
-----------------------------  --------  ------------  --------  ------- 
 

The share based payments charge for SAYE schemes increased in the period due to the number of employees within the scheme.

Taxation

Current tax for the six-month period represents the best estimate of the average annual effective tax rate expected for the full year, applied to the pre-tax income of the six-month period. Deferred tax is calculated based on the expected annual outturn.

The charge to the condensed consolidated statement of comprehensive income reflects;

i) The revenue attributable to City Lifeline which has no trading losses with which to offset.

ii) Overseas tax paid via Redcentric Solutions Private Ltd, a wholly owned subsidiary of the Group incorporated in India.

iii) Movement in the deferred tax asset on temporary differences. GBP1.2m of deferred tax assets have not been recognised at 30th September 2017 (GBP1.1m at 31st March 2017).

Earnings per share and Dividends

Basic adjusted earnings per share for H1 FY17/18 was 2.5p, compared to 2.5p in H1 FY16/17. Diluted adjusted earnings per share for H1 FY17/18 was 2.4p compared to 2.4p in H1 FY16/17 (see note 9).

In September 2016 a final dividend of GBP4.4m in respect of the year ended 31 March 2017 was distributed to shareholders. No dividends were paid during H1 FY17/18.

Financial position

The summary financial position of the Group is set out below:

 
                                         Six           Six        Year 
                                      months        months       ended 
                                       to 30         to 30    31 March 
                                        Sept          Sept        2017 
                                        2017          2016 
                                                (restated) 
                                     GBP'000       GBP'000     GBP'000 
---------------------------------  ---------  ------------  ---------- 
 Non-current assets                  107,510       112,003     110,723 
 Current assets (excl. net debt)      25,950        26,485      26,442 
 Net current liabilities (excl. 
  net debt)                         (20,701)      (23,383)    (17,586) 
 Non-current liabilities (excl. 
  net debt)                          (2,486)       (4,775)     (3,319) 
 Net debt                           (33,324)      (34,211)    (39,531) 
 Net assets                           76,949        76,119      76,729 
---------------------------------  ---------  ------------  ---------- 
 

Net debt and cash flows

 
                                          Six           Six        Year 
                                       months        months       ended 
                                        to 30         to 30    31 March 
                                         Sept          Sept        2017 
                                         2017          2016 
                                                 (restated) 
                                      GBP'000       GBP'000     GBP'000 
-----------------------------------  --------  ------------  ---------- 
 Revolving credit facility             32,000        25,000      38,000 
 Term loans                                 2           377         323 
 (Cash) / overdraft balance           (4,692)         3,615     (4,340) 
 Finance leases                         6,184         5,457       5,752 
 Unamortised loan arrangement fees      (170)         (238)       (204) 
 Net Debt                              33,324        34,211      39,531 
-----------------------------------  --------  ------------  ---------- 
 

During H1 FY17/18, net debt fell from GBP39.5m at 31 March 2017 to GBP33.3m at 30 September 2017. The movements in net debt are analysed below along with the prior half year comparative.

 
                                                     Six           Six 
                                                  months        months 
                                                   to 30         to 30 
                                                    Sept          Sept 
                                                    2017          2016 
                                                            (restated) 
                                                 GBP'000       GBP'000 
----------------------------------------------  --------  ------------ 
 
 Adjusted EBITDA                                   9,118         8,962 
 Working capital movements                         2,278       (2,109) 
----------------------------------------------  --------  ------------ 
 Adjusted cash generated from operations          11,396         6,853 
 Cash conversion                                    125%           77% 
 
 Corporation tax                                    (55)            50 
----------------------------------------------  --------  ------------ 
 Adjusted net cash inflow from operating 
  activities                                      11,341         6,903 
----------------------------------------------  --------  ------------ 
 
 Net debt movements from investing activities 
 Purchase of property, plant and equipment 
 
   *    Cash purchases                           (2,276)       (2,804) 
 
   *    Finance lease purchases                  (1,464)       (1,056) 
----------------------------------------------  --------  ------------ 
                                                 (3,740)       (3,860) 
----------------------------------------------  --------  ------------ 
 
 Net debt movements from financing activities 
----------------------------------------------  --------  ------------ 
 Interest paid                                     (665)         (512) 
----------------------------------------------  --------  ------------ 
 
 Non cash movements in net debt 
----------------------------------------------  --------  ------------ 
 Amortisation of loan arrangement fees              (34)          (34) 
 Effect of exchange rates                           (15)             - 
----------------------------------------------  --------  ------------ 
 
 Decrease in net debt pre dividends and 
  non-recurring items                              6,887         2,497 
----------------------------------------------  --------  ------------ 
 
 Dividends paid                                        -       (4,406) 
----------------------------------------------  --------  ------------ 
 
 Non-recurring net debt movements 
 Non-recurring expense items                       (937)         (754) 
 Sale of metro ring to City Fibre                      -         5,000 
 Non-recurring interest income                       257             - 
 Proceeds from the issue of share capital              -         1,189 
                                                   (680)         5,435 
----------------------------------------------  --------  ------------ 
 
 Decrease in net debt at 30 Sept 2017/ 
  2016                                             6,207         3,526 
----------------------------------------------  --------  ------------ 
 
 
                                  Six           Six 
                               months        months 
                                to 30         to 30 
                                 Sept          Sept 
                                 2017          2016 
                                         (restated) 
                              GBP'000       GBP'000 
--------------------------  ---------  ------------ 
 
 Net debt at 31 March        (39,531)      (37,737) 
 
 Net decrease in net debt       6,207         3,526 
 
 Net debt at 30 September    (33,324)      (34,211) 
--------------------------  ---------  ------------ 
 

Working capital movements

Working capital movements total GBP2.3m, of which GBP2.5m relate to trade debtors, accrued income, deferred income and other debtors. This resulted in cash conversion in the period of 125% compared to 77% in the prior period.

Improved control of billing and collections has resulted in the positive working capital movement.

The resolution of legacy debt issues has also led to a significant improvement in the ageing of trade debtors with a significant reduction in debtors aged > 90 days.

Trade creditor days were 25 at 30 September 2017 compared to 55 in the comparative period.

 
                                          Six           Six        Year 
                                       months        months       ended 
                                        to 30         to 30    31 March 
                                         Sept          Sept        2017 
                                         2017          2016 
                                                 (restated) 
                                      GBP'000       GBP'000     GBP'000 
-----------------------------------  --------  ------------  ---------- 
 Current                               10,298         8,231       9,218 
 1 to 30 days overdue                   1,957         2,084       2,828 
 31 to 60 days overdue                  1,647         2,053       2,298 
 61 to 90 days overdue                    628           682         615 
 91 to 180 days overdue                 1,261         1,522       3,385 
 > 180 days overdue                     1,802         5,928       4,482 
-----------------------------------  --------  ------------  ---------- 
 Gross trade debtors                   17,593        20,500      22,826 
 Trade debtor impairment provision    (1,865)       (7,118)     (5,576) 
 Net trade debtors                     15,728        13,382      17,250 
-----------------------------------  --------  ------------  ---------- 
 

Financing and covenants

The groups committed facilities at 30 September 2017 were GBP40m (H1 FY17/18: GBP40m). In addition to this, the Company has access to a GBP5m overdraft facility, a GBP6m finance lease facility and a GBP10m accordion facility.

As at 30 September 2017, the Company had drawn GBP32m on its revolving credit facility leaving a headroom of GBP8m.

Following the accounting misstatements, the Group's banking facilities were refinanced in April 2017. Whilst the covenant tests remained the same, the margin increased as a result.

Alternative Performance Measures

Alternative Performance Measures (APMs) are used by the Board in assessing the Group's performance and are applied consistently from one period to the next. They therefore provide additional useful information for shareholders on the underlying performance and position of the Group. These measures are not defined by IFRS and are not intended to be a substitute for IFRS measures.

The Group presents adjusted EBITDA, operating profit and EPS which are calculated as the statutory measures stated before amortisation of acquired intangibles, non-recurring items and share based payments, including related tax where applicable. The table below reconciles the APMs to the statutory reported measures.

 
                                       Six months to 30 Sept                                              Six months to 30 Sept 
                                                2017                                                          2016 (restated) 
                  Statutory        Amort.   Non-recurring   Share-based   Adjusted   Statutory        Amort.   Non-recurring   Share-based   Adjusted 
                                       of           items      payments                                   of           items      payments 
                                 acquired                                                           acquired 
                              intangibles                                                        intangibles 
---------------  ----------  ------------  --------------  ------------  ---------  ----------  ------------  --------------  ------------  --------- 
 Revenue 
  (GBPm)               51.4                                                   51.4        51.8                                                   51.8 
 Adjusted 
  EBITDA 
  (GBPm)                                                                       9.1                                                                9.0 
 Operating 
  profit/(loss) 
  (GBPm)                0.5           3.1                           0.3        3.9       (1.9)           3.1                           0.3        1.5 
 Net financing 
  costs (GBPm)        (0.5)                         (0.3)                    (0.8)       (0.6)                                                  (0.6) 
 Profit 
  before 
  tax (GBPm)            0.0           3.1             1.1           0.3        4.5       (2.5)           3.1             3.7           0.3        4.6 
 Net debt 
  (GBPm)               33.3                                                   33.3        34.2                                                   34.2 
---------------  ----------  ------------  --------------  ------------  ---------  ----------  ------------  --------------  ------------  --------- 
 

Details of adjusted earnings and statutory and adjusted EPS are shown in Note 9 to the interim financial statements.

Responsibility Statement

The Directors are responsible for preparing the Interim Report in accordance with applicable law and regulations. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company, and enable them to ensure this it's financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Company and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

By Order of the Board

   Chris Jagusz                                                          Peter Brotherton 
   Chief Executive Officer                                        Chief Financial Officer 
   29(th) November 2017                                             29(th) November 2017 

Cautionary Statement

To the shareholders of Redcentric plc

The Interim report and accounts have been prepared solely to provide additional information to shareholders to assess the Company's strategies and the potential for those strategies to succeed. The report and accounts should not be relied on by any other party or for any other purpose. The report and accounts contains some forward looking statements. These statements are made by the directors in good faith based on information available to them at the time of their approval of this report, but such statements should be treated with caution due to the inherent uncertainties, including both economic and business factor risks, underlying any such forward looking information.

Consolidated income statement for the six months ended 30 September 2017 (unaudited)

 
                                                Six           Six        Year 
                                             months        months       ended 
                                              to 30         to 30 
                                               Sept          Sept 
                                               2017          2016 
                                                       (Restated)    31 March 
                                                                         2017 
                                    Note    GBP'000       GBP'000     GBP'000 
---------------------------------  -----  ---------  ------------  ---------- 
 Revenue                             3       51,374        51,849     104,623 
 Cost of Sales                             (20,867)      (21,902)    (44,159) 
---------------------------------  -----  ---------  ------------  ---------- 
 Gross Profit                                30,507        29,947      60,464 
 Operating Expenditure                     (30,034)      (31,888)    (63,459) 
---------------------------------  -----  ---------  ------------  ---------- 
 Operating Profit/(Loss)                        473       (1,941)     (2,995) 
 
 Analysed as: 
 Adjusted EBITDA*                    4        9,118         8,962      17,273 
 Depreciation                               (3,679)       (3,606)     (7,507) 
 Amortisation of intangibles                (3,272)       (3,261)     (6,207) 
 Non-Recurring Costs                 5      (1,349)       (3,688)     (5,474) 
 Share-based payments                6        (345)         (348)     (1,080) 
---------------------------------  -----  ---------  ------------  ---------- 
 Operating Profit/(loss)                        473       (1,941)     (2,995) 
---------------------------------  -----  ---------  ------------  ---------- 
 
 Net Finance costs                   7        (501)         (597)     (1,253) 
---------------------------------  -----  ---------  ------------  ---------- 
 Loss on ordinary activities 
  before taxation                              (28)       (2,538)     (4,248) 
 Tax credit/(charge) on profit 
  on ordinary activities             8         (36)           831       1,870 
---------------------------------  -----  ---------  ------------  ---------- 
 Loss for the year (attributable 
  to owners of the parent)                     (64)       (1,707)     (2,378) 
---------------------------------  -----  ---------  ------------  ---------- 
 
 Basic and diluted earnings 
  per share                          9      (0.04)p       (1.17)p     (1.60)p 
 

*Adjusted EBITDA refers to underlying operating profit before depreciation, amortisation, non-recurring costs and share based payments

Consolidated statement of comprehensive income (unaudited)

 
                                               Six           Six        Year 
                                            months        months       ended 
                                             ended         ended 
                                           30 Sept       30 Sept 
                                              2017          2016 
                                                      (Restated)    31 March 
                                                                        2017 
                                           GBP'000       GBP'000     GBP'000 
---------------------------------------  ---------  ------------  ---------- 
 Loss for the period                          (64)       (1,707)     (2,378) 
 Exchange differences arising on 
  re-translation of foreign subsidiary         (2)            26          94 
---------------------------------------  ---------  ------------  ---------- 
 Total comprehensive loss for the 
  period                                      (66)       (1,681)     (2,284) 
---------------------------------------  ---------  ------------  ---------- 
 

Consolidated statement of changes in equity (unaudited)

 
                                   Share      Share       Capital    Retained     Total 
                                 Capital    Premium    Redemption    Earnings    Equity 
                                                          Reserve 
                                 GBP'000    GBP'000       GBP'000     GBP'000   GBP'000 
-----------------------------  ---------  ---------  ------------  ----------  -------- 
 
 Balance at 31 March 
  2016                               146     63,667       (9,454)      27,328    81,687 
 
 Loss for the period                   -          -             -     (1,707)   (1,707) 
 Other comprehensive 
  gain - before tax                    -          -             -          26        26 
-----------------------------  ---------  ---------  ------------  ----------  -------- 
 Total comprehensive 
  income                               -          -             -     (1,681)   (1,681) 
 
 Transactions with owners: 
 Dividend                              -          -             -     (4,406)   (4,406) 
 Share issue less costs                1      1,188             -           -     1,189 
 IFRS2 Charge                          -          -             -         287       287 
 Deferred tax on share-based 
  payments                             -          -             -       (957)     (957) 
 Balance at 30 September 
  2016 (restated)                    147     64,855       (9,454)      20,571    76,119 
 
 
 Profit for the period            -        -         -    (671)    (671) 
 Other comprehensive 
  gain - before tax               -        -         -       68       68 
-----------------------------  ----  -------  --------  -------  ------- 
 Total comprehensive 
  income                          -        -         -    (603)    (603) 
 
 Transactions with owners: 
 Share issue less costs           2      540         -        -      542 
 IFRS2 Charge                     -        -         -      688      688 
 Deferred tax on share-based 
  payments                        -        -         -     (17)     (17) 
-----------------------------  ----  -------  --------  -------  ------- 
 Balance at 31 March 
  2017                          149   65,395   (9,454)   20,639   76,729 
 
 
 Loss for the period              -        -         -     (64)     (64) 
 Other comprehensive 
  loss - before tax               -        -         -      (2)      (2) 
-----------------------------  ----  -------  --------  -------  ------- 
 Total comprehensive 
  income                          -        -         -     (66)     (66) 
 
 Transactions with owners: 
 IFRS2 Charge                     -        -         -      345      345 
 Deferred tax on share-based 
  payments                        -        -         -     (59)     (59) 
-----------------------------  ----  -------  --------  -------  ------- 
 Balance at 30 September 
  2017                          149   65,395   (9,454)   20,859   76,949 
 

Consolidated balance sheet as at 30 September 2017 (unaudited)

 
                                              Six           Six        Year 
                                           months        months       ended 
                                            to 30         to 30 
                                             Sept          Sept 
                                             2017          2016 
                                                     (Restated)    31 March 
                                                                       2017 
                                   Note   GBP'000       GBP'000     GBP'000 
--------------------------------  -----  --------  ------------  ---------- 
 Non-Current Assets 
 Property, Plant and equipment             22,058        21,693      21,998 
 Intangible assets and goodwill            85,452        90,310      88,725 
--------------------------------  -----  --------  ------------  ---------- 
                                          107,510       112,003     110,723 
--------------------------------  -----  --------  ------------  ---------- 
 Current Assets 
 Inventories                                  232           100         234 
 Trade and other receivables        10     25,323        26,007      25,839 
 Corporation tax receivable                   395           378         369 
 Cash and Short Term Deposits               4,692             -       4,340 
--------------------------------  -----  --------  ------------  ---------- 
                                           30,642        26,485      30,782 
--------------------------------  -----  --------  ------------  ---------- 
 
 Total assets                             138,152       138,488     141,505 
--------------------------------  -----  --------  ------------  ---------- 
 
 Equity 
 Called up share capital            14        149           147         149 
 Share premium account                     65,395        64,855      65,395 
 Capital Redemption Reserve               (9,454)       (9,454)     (9,454) 
 Retained earnings                         20,859        20,571      20,639 
 Total Equity                              76,949        76,119      76,729 
--------------------------------  -----  --------  ------------  ---------- 
 
 Non-current liabilities 
 Loans and Borrowings               13     35,337        27,804      41,092 
 Deferred Tax Liability                     2,177         3,042       2,112 
 Provisions                         12        309         1,733       1,207 
--------------------------------  -----  --------  ------------  ---------- 
                                           37,823        32,579      44,411 
--------------------------------  -----  --------  ------------  ---------- 
 Current Liabilities 
 Overdraft                                      -         3,615           - 
 Trade and other payables           11     20,368        23,048      17,247 
 Loans and Borrowings               13      2,679         2,792       2,779 
 Provisions                         12        333           335         339 
--------------------------------  -----  --------  ------------  ---------- 
                                           23,380        29,790      20,365 
 
 Net Liabilities                           61,203        62,369      64,776 
--------------------------------  -----  --------  ------------  ---------- 
 
 Total Equity and Liabilities             138,152       138,488     141,505 
--------------------------------  -----  --------  ------------  ---------- 
 

Consolidated cash flow statement for the six months ended 30 September 2017 (unaudited)

 
                                                 Six           Six        Year 
                                              months        months       ended 
                                               to 30         to 30 
                                                Sept          Sept 
                                                2017          2016 
                                                        (Restated)    31 March 
                                                                          2017 
                                             GBP'000       GBP'000     GBP'000 
------------------------------------------  --------  ------------  ---------- 
 
 Cash flows from operating activities 
 Loss before taxation                           (28)       (2,538)     (4,248) 
 Net finance expense                             501           597       1,253 
------------------------------------------  --------  ------------  ---------- 
 Operating loss                                  473       (1,941)     (2,995) 
 Depreciation and amortisation                 6,951         6,867      13,714 
 Non-recurring items                           1,349         3,688       5,474 
 Share based payments                            345           348       1,080 
------------------------------------------  --------  ------------  ---------- 
 Operating cash flow before non-recurring 
  costs and movements in working 
  capital                                      9,118         8,962      17,273 
 Non-recurring costs and NI on 
  share based payments                         (937)         (754)     (3,159) 
------------------------------------------  --------  ------------  ---------- 
 Operating cash flow before movements 
  in working capital                           8,181         8,208      14,114 
 Decrease in inventories                           2           329         196 
 Decrease in trade and other receivables         665         2,130       1,589 
 Increase/(decrease) in trade and 
  other payables                               1,611       (4,567)     (9,616) 
------------------------------------------  --------  ------------  ---------- 
 Cash generated from operations               10,459         6,100       6,283 
 Corporation tax (paid)/received                (55)            50          71 
------------------------------------------  --------  ------------  ---------- 
 Net cash inflow from operating 
  activities                                  10,404         6,150       6,354 
------------------------------------------  --------  ------------  ---------- 
 
 Cash flows from investing activities 
 Proceeds on disposal of property, 
  plant and equipment                              -         5,000       5,000 
 Purchase of property, plant and 
  equipment                                  (2,276)       (2,804)     (6,744) 
------------------------------------------  --------  ------------  ---------- 
 Net cash outflow from investing 
  activities                                 (2,276)         2,196     (1,744) 
------------------------------------------  --------  ------------  ---------- 
 
 Cash flows from financing activities 
 Dividends paid to shareholders                    -       (4,406)     (4,406) 
 Interest paid                                 (462)         (512)     (1,209) 
 Finance fees paid on bank loans                (50)             -           - 
 Repayment of borrowings                       (321)          (69)     (2,435) 
 (Repayment)/drawdown on revolving 
  credit facility                            (6,000)       (3,000)      10,000 
 Proceeds of issue of shares less 
  costs of issue                                   -         1,189       1,731 
 Finance Lease repayments                      (927)       (1,192)           - 
------------------------------------------  --------  ------------  ---------- 
 Net cash inflow from financing 
  activities                                 (7,760)       (7,990)       3,681 
------------------------------------------  --------  ------------  ---------- 
 
 Net increase (decrease) in cash 
  and cash equivalents                           368           356       8,291 
------------------------------------------  --------  ------------  ---------- 
 
 Opening cash and cash equivalents 
  (as restated)                                4,339       (3,970)     (3,970) 
 Net increase in cash and cash 
  equivalents                                    368           356       8,291 
 Effect of exchange rates                       (15)           (1)          19 
------------------------------------------  --------  ------------  ---------- 
 Cash and cash equivalents at end 
  of the period                                4,692       (3,615)       4,340 
------------------------------------------  --------  ------------  ---------- 
 

The accompanying notes form part of these financial statements.

Notes to the interim financial statements for the six months ended 30 September 2017

   1.     General information 

Reporting entity

Redcentric plc ('the Company') is a company domiciled in England and Wales. These condensed consolidated interim financial statements ('interim financial statements') as at and for the six months to 30 September 2017 comprise the Company and its subsidiaries (together referred to as 'the Group'). The principal activity of the Group is the supply of IT managed services.

   2.     Accounting policies 

Basis of accounting

These interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting, and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 March 2017 ('last annual financial statements'). They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

The information for the year ended 31 March 2017 does not constitute statutory accounts as defined in section 435 of the Companies Act 2016. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts. The annual report for the year ended 31 March 2017 included a qualified audit opinion in respect of the comparative income statement and cash flow statement (for the year ended 31 March 2016) and also in relation to the opening balance sheet as at 1 April 2015, but was unqualified in all other respects and did not draw attention to any matters by way of emphasis.

Use of judgements and estimates

In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2017.

Going concern

The directors have prepared a detailed trading and cash flow forecast for a period which covers at least 12 months after the date of approval of these condensed interim financial statements. Having considered the forecasts and making other enquiries, the directors have a reasonable expectation that Redcentric has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the condensed interim financial statements.

Significant accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the last annual financial statements.

Standards issued but not yet effective

A number of new standards and amendments to standards are effective for annual periods beginning after 1 April 2017 and earlier application is permitted; however, the Group has not early adopted the following new or amended standards in preparing these condensed consolidated interim financial statements.

The Group has the following updates to information provided in the last annual financial statements about the standards issued but not yet effective that may have a significant impact on the Group's consolidated financial statements.

IFRS 2 (amendments) 'Classification and measurement of share-based payment transactions' is effective for periods beginning on or after 1st January 2018. The amendment provides guidance on three issues: the effects of vesting conditions on the measurement of cash-settled share-based payments; the classification of share-based payment transactions with net settlement features for withholding tax obligations; and the accounting for a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendment is not expected to result in any material changes for the Group.

IFRS 9 Financial Instruments was issued by the IASB in July 2014, and is effective for the Group for the year ended 31 March 2019. Applying IFRS 9 will result in changes to the measurement and disclosure of financial instruments and introduces a new expected loss impairment model. . The Group is currently assessing the impact of the new standard and it is not practicable to quantify the effect of this standard until this detailed review has been completed.

IFRS 15 'Revenue from contracts with customers' is effective for periods beginning on or after 1st January 2018. The Group is currently assessing the impact of the new standard and it is not practicable to quantify the effect of this standard until this detailed review has been completed. The Group expects to adopt the standard from 1st April 2018 and will be considering whether to use fully or modified retrospective application.

IFRS 16 'Leases' introduces a single lessee accounting model and is effective for periods beginning on or after 1st January 2019. The new standard will require lessees to recognise a lease liability reflecting the obligation to make future lease payments and a 'right-of-use' asset for all leases unless exemption is taken for certain short-term leases or for leases of low-value assets. The Group is currently assessing the impact of the new standard and it is not practicable to quantify the effect of this standard until this detailed review has been completed. The Group expects to adopt the standard from 1st April 2018 and will be considering whether to use fully or modified retrospective application.

   3.     Business segments 

As applied to the consolidated financial statements as at and for the year ended 31 March 2017, the Board believes that the Group comprises a single reporting segment being the provision of managed services to customers. Whilst the Board still reviews revenue streams of the three categories separately; recurring, product and service revenue, the operating costs and operating asset base used to derive these revenue streams are the same for all three categories and are presented as such in the Group's internal reporting.

   4.     Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation (Adjusted EBITDA) 

Management has presented the performance measure adjusted EBITDA because it believes that this measure is relevant to an understanding of the Group's financial performance. The definition of adjusted EBITDA is the same as in the last annual financial statements. Adjusted EBITDA is not a defined performance measure in IFRS. The Group's definition of adjusted EBITDA may not be comparable with similarly titled performance measures and disclosures by other entities.

 
                                    Six           Six        Year 
                                 months        months       ended 
                                  to 30         to 30 
                                   Sept          Sept 
                                   2017          2016 
                                           (Restated)    31 March 
                                                             2017 
                                GBP'000       GBP'000     GBP'000 
-----------------------------  --------  ------------  ---------- 
 Operating Profit/(Loss)            473       (1,941)     (2,995) 
 Adjustments for: 
 Depreciation                     3,679         3,606       7,507 
 Amortisation of Intangibles      3,272         3,261       6,207 
 Non-recurring costs              1,349         3,688       5,474 
 Share-based payments               345           348       1,080 
 Adjusted EBITDA                  9,118         8,962      17,273 
-----------------------------  --------  ------------  ---------- 
 
   5.     Non-recurring costs 
 
                                               Six           Six        Year 
                                            months        months       ended 
                                             to 30         to 30 
                                              Sept          Sept 
                                              2017          2016 
                                                      (Restated)    31 March 
                                                                        2017 
                                           GBP'000       GBP'000     GBP'000 
----------------------------------------  --------  ------------  ---------- 
 Non recurring impairment of trade 
  debtors balances                               -         2,933       2,933 
 Professional fees associated with 
  the forensic review and Financial 
  Conduct Authority (FCA) investigation        509             -       1,291 
 Integration and restructuring 
  costs                                        840           548         658 
 Sale of metro ring to City Fibre                -           207         207 
 Vacant Property Provisions                      -             -         385 
 Non recurring costs                         1,349         3,688       5,474 
----------------------------------------  --------  ------------  ---------- 
 
   --      Professional fees associated with the forensic review and FCA investigation 

o These costs relate to legal and forensic advice received in respect of the ongoing FCA investigation.

   --      Integration and restructuring costs 

o The integration costs relate to the integration of the City Lifeline acquisition was were undertaken in January 2016.

o Following the forensic review, the Company undertook a cost reduction exercise and one off redundancy costs were incurred as a result.

   --      Non recurring impairment of trade debtor balances 

o Following the audit of the 31 March 2017 annual results, a further debtor impairment charge was taken.

   --      Sale of metro ring to City Fibre 

o On 30 September 2016, the Company disposed of its fibre network assets. This led to a one off loss on disposal of GBP207k.

   6.     Share-based payment arrangements 
 
                                            Six           Six        Year 
                                         months        months       ended 
                                          to 30         to 30    31 March 
                                           Sept          Sept        2017 
                                           2017          2016 
                                                   (restated) 
                                        GBP'000       GBP'000     GBP'000 
-------------------------------------  --------  ------------  ---------- 
 SAYE schemes                               132            87         188 
 Director and senior manager schemes         65         (117)         156 
 MXC options                                148           317         631 
 Employers NI                                 -            61         105 
-------------------------------------  --------  ------------  ---------- 
                                            345           348       1,080 
-------------------------------------  --------  ------------  ---------- 
 

At 30 September 2017, the Group had the following share-based payment arrangements.

   i.              Enterprise Management Incentives (EMI) 

The Group has legacy position of EMI share options outstanding, issued prior to the formation of the Group.

   ii.             Long Term Incentive Plan (LTIP) 

The Group operates a Long Term Incentive Plan (LTIP) under which the executive directors and key management personnel are awarded nil cost options that will vest subject to the achievement of performance conditions relating to the growth in earnings per share.

   iii.            Save As You Earn (SAYE) 

The Group operates a HMRC approved SAYE scheme which offers its UK based employees the opportunity to participate in a share purchase plan. To participate in the plan, the employees are required to save an amount of their gross monthly salary, up to a maximum of GBP500 per month, for a period of 36 months. Under the terms of the plan, at the end of the three-year period the employees are entitled to purchase shares using funds saved at a price 20% below the market price at grant date. Only employees who remain in service and save the required amount of their gross monthly salary for 36 consecutive months will become entitled to purchase the shares. Employees who cease their employment, do not save the required amount of their gross monthly salary in any month before the 36-month period expires, or elect not to exercise their options to purchase shares will be refunded their saved amounts.

   iv.            MXC 

Historic options awarded to MXC Capital Limited.

 
                                    EMI          LTIP        SAYE           MXC         TOTAL 
-------------------------  ------------  ------------  ----------  ------------  ------------ 
 Balance at 30 March 
  2016                        4,393,111             -   1,144,353     8,692,988    14,230,452 
-------------------------  ------------  ------------  ----------  ------------  ------------ 
 Forfeited in the period      (700,000)             -           -             -     (700,000) 
 Exercised in the period    (1,285,000)             -           -             -   (1,285,000) 
 Balance at 30 September 
  2016                        2,408,111             -   1,144,353     8,692,988    12,245,452 
 Issued in the year                   -       919,048                         -       919,048 
 Forfeited in the year        (550,000)             -    (44,448)             -     (594,448) 
 Cancelled in the year                -             -   (288,339)             -     (288,339) 
 Exercised in the year                -             -     (1,308)   (1,692,988)   (1,694,296) 
 Lapsed in the year           (550,000)             -           -             -     (550,000) 
 Balance at 30 March 
  2017                        1,308,111       919,048     810,258     7,000,000    10,037,417 
-------------------------  ------------  ------------  ----------  ------------  ------------ 
 Issued in the period                 -     1,092,330   1,234,818             -     2,327,148 
 Forfeited in the period      (450,000)   (1,428,422)           -             -   (1,878,422) 
 Cancelled in the period              -             -   (356,891)             -     (356,891) 
 Balance at 30 September 
  2017                          858,111       582,956   1,688,185     7,000,000    10,129,252 
-------------------------  ------------  ------------  ----------  ------------  ------------ 
 

As at 31 March 2017 the Company had a total of 350,000 warrants in issue with an exercise price of 36p. The warrants were issued to Barclays Bank PLC on demerger in April 2013 in exchange for warrants previously held in Redstone Plc, and can be converted to shares at any time before the sale of the entire share capital of the Company.

   7.     Finance costs 
 
                                         Six           Six        Year 
                                      months        months       ended 
                                       to 30         to 30    31 March 
                                        Sept          Sept        2017 
                                        2017          2016 
                                                (restated) 
                                     GBP'000       GBP'000     GBP'000 
----------------------------------  --------  ------------  ---------- 
 Interest receivable 
 Other interest receivable             (257)             -           - 
 
 Interest payable 
 Interest payable on bank loans 
  and overdrafts                         724           563       1,185 
 Amortisation of loan arrangement 
  fees                                    34            34          68 
                                    --------  ------------  ---------- 
                                         758           597       1,253 
 
 Net financing costs                     501           597       1,253 
----------------------------------  --------  ------------  ---------- 
 
   8.     Taxation 

Tax of profit on ordinary activities

 
                                           Six           Six        Year 
                                        months        months       ended 
                                         to 30         to 30    31 March 
                                          Sept          Sept        2017 
                                          2017          2016 
                                                  (restated) 
                                       GBP'000       GBP'000     GBP'000 
------------------------------------  --------  ------------  ---------- 
 Current income tax                         46            20          64 
 Prior year adjustment                       -             -          38 
 Deferred tax: 
 Origination and reversal of timing 
  differences: 
 - Deferred tax asset: prior year 
  adjustments                                -             -         312 
 - Deferred tax asset: current 
  year                                     521           654         200 
 - Deferred tax liability: prior 
  year adjustments                           -             -       (501) 
 - Deferred tax liability: current 
  year                                   (531)       (1,505)     (1,983) 
 Total income tax charge/(credit) 
  reported in the income statement          36         (831)     (1,870) 
------------------------------------  --------  ------------  ---------- 
 

Reconciliation of the total income tax charge/(credit)

 
                                             Six           Six        Year 
                                          months        months       ended 
                                           to 30         to 30    31 March 
                                            Sept          Sept        2017 
                                            2017          2016 
                                                    (restated) 
                                         GBP'000       GBP'000     GBP'000 
--------------------------------------  --------  ------------  ---------- 
 Profit before taxation                     (28)       (2,537)     (4,248) 
--------------------------------------  --------  ------------  ---------- 
 Profit multiplied by the UK standard 
  rate of corporation tax of 19% 
  (2017:20%)                                 (4)         (507)       (850) 
 Expenses not deductible for tax 
  purposes                                    28            20         286 
 Movement in unprovided tax losses             -             -       (847) 
 Prior year adjustments                        -             -       (151) 
 Effect of tax rate change                     1         (332)       (318) 
 Impact of overseas tax rates                 11          (12)          10 
 Total income tax charge/(credit) 
  reported in the income statement            36         (831)     (1,870) 
--------------------------------------  --------  ------------  ---------- 
 
   9.     Earnings per share 

Basic earnings per share have been calculated using a weighted average number of shares of 148,859,173 (H1 FY16/17: 146,335,704). The dilutive effect of share options in issue at 30 September 2017 increased the weighted average number of shares to 154,641,819 (H1 FY16/17: 153,613,323).

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

 
                                                     Six           Six          Year 
                                                  months        months         ended 
                                                   to 30         to 30 
                                                    Sept          Sept 
                                                    2017          2016 
                                                            (Restated)      31 March 
                                                                                2017 
                                                 GBP'000       GBP'000       GBP'000 
------------------------------------------  ------------  ------------  ------------ 
 Statutory earnings                                 (64)       (1,707)       (2,378) 
 Amortisation of acquired intangibles*             3,126         3,126         5,944 
 Share-based payments                                345           348         1,080 
 Tax (credit)/charge in income 
  statement                                           36         (831)       (1,870) 
 Non-recurring interest                            (257)             -             - 
 Non-recurring costs                               1,349         3,688         5,474 
------------------------------------------  ------------  ------------  ------------ 
 Adjusted earnings before tax                      4,534         4,625         8,250 
 Notional tax charge at 19%; (H1 
  FY16: 20%; FY17 20%)                             (862)         (925)       (1,650) 
------------------------------------------  ------------  ------------  ------------ 
 Earnings for the purpose of earnings 
  per share being net profit attributable 
  to owners of the Group                           3,673         3,700         6,600 
------------------------------------------  ------------  ------------  ------------ 
 
 Weighted average number of ordinary 
  shares for the purposes of basic 
  earnings per share                         148,859,173   146,335,704   148,448,225 
------------------------------------------  ------------  ------------  ------------ 
 Weighted average number of ordinary 
  shares for the purposes of diluted 
  earnings per share                         154,641,819   153,613,323   152,744,106 
------------------------------------------  ------------  ------------  ------------ 
 
 Statutory diluted and basic earnings 
  per share                                      (0.04)p       (1.17)p       (1.60)p 
 
 Adjusted earnings per ordinary 
  share - basic                                    2.47p         2.53p         4.45p 
 Adjusted earnings per ordinary 
  share - diluted                                  2.38p         2.41p         4.32p 
------------------------------------------  ------------  ------------  ------------ 
 

Reconciliation of Amortisation

 
 Amortisation charge per P&L              3,272   3,261   6,207 
 Amortisation of software                 (146)   (135)   (263) 
---------------------------------------  ------  ------  ------ 
 *Amortisation of acquired intangibles    3,126   3,126   5,944 
---------------------------------------  ------  ------  ------ 
 
   10.   Trade and other receivables 
 
                                       Six           Six        Year 
                                    months        months       ended 
                                     to 30         to 30    31 March 
                                      Sept          Sept        2017 
                                      2017          2016 
                                              (Restated) 
                                   GBP'000       GBP'000     GBP'000 
--------------------------------  --------  ------------  ---------- 
 Trade Receivables                  17,592        20,500      22,826 
 Less: Provision for impairment 
  of trade receivables             (1,864)       (7,118)     (5,576) 
--------------------------------  --------  ------------  ---------- 
 Trade receivables - net            15,728        13,382      17,250 
 Other receivables                     224             -          56 
 Prepayments                         6,151         6,612       5,378 
 Accrued income                      3,220         6,013       3,155 
--------------------------------  --------  ------------  ---------- 
 Total                              25,323        26,007      25,839 
--------------------------------  --------  ------------  ---------- 
 
   11.   Trade and other payables 
 
                                     Six           Six        Year 
                                  months        months       ended 
                                   to 30         to 30 
                                    Sept          Sept 
                                    2017          2016 
                                            (Restated)    31 March 
                                                              2017 
                                 GBP'000       GBP'000     GBP'000 
------------------------------  --------  ------------  ---------- 
 Trade Payables                    6,122        10,450       7,483 
 Other Payables                    1,004           677         104 
 Taxation and Social Security      2,667         4,031       1,592 
 Accruals                          3,598         3,990       2,264 
 Deferred Income                   6,977         3,900       5,804 
------------------------------  --------  ------------  ---------- 
 Total                            20,368        23,048      17,247 
------------------------------  --------  ------------  ---------- 
 

Provisions

 
                                            Dilapidations      Vacant        Total 
                                                             Property    Provision 
                                                  GBP'000     GBP'000      GBP'000 
-----------------------------------------  --------------  ----------  ----------- 
 At 31 March 2016                                     593       1,681        2,274 
 
 Charged/(credited) to income statement: 
 Additional provisions created 
  during the year                                       -          52           52 
 Utilisation of provision                           (258)           -        (258) 
-----------------------------------------  --------------  ----------  ----------- 
 At 30 September 2016                                 335       1,733        2,068 
 
 Utilisation of provision                            (62)       (460)        (522) 
-----------------------------------------  --------------  ----------  ----------- 
 At 31 March 2017                                     273       1,273        1,546 
 
 Additional provisions created 
  during the year                                     149           -          149 
 Utilisation of provision                            (85)       (968)      (1,053) 
 Reclassification of provision                        (7)           7            - 
----------------------------------------- 
 At 30 September 2017                                 330         312          642 
-----------------------------------------  --------------  ----------  ----------- 
 

Dilapidation provisions are made in respect of contractual obligations relating to leased property. Vacant property provisions are made in respect of vacated properties under onerous leases.

 
                           At 30 September                          At 30 September 
                                 2017                                     2016 
                Dilapidations      Vacant        Total   Dilapidations      Vacant        Total 
                                 Property    Provision                    Property    Provision 
                      GBP'000     GBP'000      GBP'000         GBP'000     GBP'000      GBP'000 
-------------  --------------  ----------  -----------  --------------  ----------  ----------- 
 
 Current                   21         312          333               -         335          335 
 Non-current              309           -          309           1,733           -        1,733 
-------------  --------------  ----------  -----------  --------------  ----------  ----------- 
 Total                    330         312          642           1,733         335        2,068 
-------------  --------------  ----------  -----------  --------------  ----------  ----------- 
 
   12.   Borrowings 
 
                                     Six           Six        Year 
                                  months        months       ended 
                                   to 30         to 30 
                                    Sept          Sept 
                                    2017          2016 
                                            (Restated)    31 March 
                                                              2017 
                                 GBP'000       GBP'000     GBP'000 
------------------------------  --------  ------------  ---------- 
 Bank Loan                        32,000        25,000      38,000 
 Arrangement Fee                   (170)         (238)       (204) 
 Finance Leases - Non Current      3,507         3,042       3,296 
------------------------------  --------  ------------  ---------- 
 Total Non-Current                35,337        27,804      41,092 
------------------------------  --------  ------------  ---------- 
 
 Finance Leases - Current          2,677         2,415       2,456 
 Term Loans                            2           377         323 
------------------------------  --------  ------------  ---------- 
 Total Current                     2,679         2,792       2,779 
------------------------------  --------  ------------  ---------- 
 
   13.   Capital and reserves 
 
 Issued share capital 
                                        Number   GBP'000 
--------------------------------  ------------  -------- 
 At 30 September 2016              147,166,185       147 
 Issued during six month period      1,692,988         2 
--------------------------------  ------------  -------- 
 At 31 March 2017                  148,859,173       149 
 Issued during six the period                -         - 
--------------------------------  ------------  -------- 
 At 30 September 2017              148,859,173       149 
--------------------------------  ------------  -------- 
 

The following dividends were declared and paid by the Group:

 
                               Six       Six        Year 
                            months    months       ended 
                             to 30     to 30    31 March 
                              Sept      Sept        2017 
                              2017      2016 
                           GBP'000   GBP'000     GBP'000 
------------------------  --------  --------  ---------- 
 
 3.0p per ordinary share         -     4,406           - 
------------------------  --------  --------  ---------- 
 
   14.   Error restatement 

The prior half year comparative numbers for the 6 months ended 30 September 2016 have been restated from those issued and presented in December 2016. At the time these numbers were released, the forensic review had just been completed. Further to this review, all of the Company's subsidiaries' accounts were re-audited resulting in additional adjustments, the Indian operation was correctly accounted for as a subsidiary rather than a branch and errors in the group consolidation were eliminated. The prior year comparative figures are presented on a consistent basis with the audited figures for the full year ended 31 March 2017.

Reconciliation of Consolidated Statement of Income

 
                                                     30 Sept          Error     30 Sept 
                                                        2016    restatement        2016 
                                               As previously                   Restated 
                                                    reported 
                                                     GBP'000        GBP'000     GBP'000 
------------------------------------------  ----------------  -------------  ---------- 
 
 Revenue                                              52,982        (1,133)      51,849 
 Cost of Sales                                      (23,798)          1,896    (21,902) 
------------------------------------------  ----------------  -------------  ---------- 
 Gross Profit                                         29,184            763      29,947 
 Operating Expenditure                              (28,268)        (3,620)    (31,888) 
------------------------------------------  ----------------  -------------  ---------- 
 Operating Profit/(Loss)                                 916        (2,857)     (1,941) 
 
 Analysed as: 
 Adjusted EBITDA*                                      9,051           (89)       8,962 
 Depreciation                                        (3,971)            365     (3,606) 
 Amortisation of intangibles                         (3,409)            148     (3,261) 
 Non-Recurring Costs                                   (755)        (2,933)     (3,688) 
 Share-based payments                                      -          (348)       (348) 
------------------------------------------  ----------------  -------------  ---------- 
 Operating Profit/(Loss)                                 916        (2,857)     (1,941) 
------------------------------------------  ----------------  -------------  ---------- 
 
 Net Finance costs                                     (596)            (1)       (597) 
------------------------------------------  ----------------  -------------  ---------- 
 Profit/(Loss) on ordinary activities 
  before taxation                                        320        (2,858)     (2,538) 
 Tax credit/(charge) on profit 
  on ordinary activities                               1,308          (477)         831 
------------------------------------------  ----------------  -------------  ---------- 
 Profit/(Loss) for the year (attributable 
  to owners of the parent)                             1,628        (3,335)     (1,707) 
------------------------------------------  ----------------  -------------  ---------- 
 
 Basic earnings per share                              1.11p        (2.28)p     (1.17)p 
------------------------------------------  ----------------  -------------  ---------- 
 

Reconciliation of Consolidated Balance Sheet

 
                                                30          Error     30 Sept 
                                              Sept    restatement        2016 
                                              2016                   Restated 
                                     As previously 
                                          reported 
                                           GBP'000        GBP'000     GBP'000 
--------------------------------  ----------------  -------------  ---------- 
 Non-Current Assets 
 Property, Plant and equipment              23,723        (2,030)      21,693 
 Intangible assets and goodwill             88,702          1,608      90,310 
--------------------------------  ----------------  -------------  ---------- 
                                           112,425          (422)     112,003 
--------------------------------  ----------------  -------------  ---------- 
 Current Assets 
 Inventories                                   168           (68)         100 
 Trade and other receivables                28,021        (2,014)      26,007 
 Corporation tax receivable                      -            378         378 
                                            28,189        (1,704)      26,485 
--------------------------------  ----------------  -------------  ---------- 
 
 Total assets                              140,614        (2,126)     138,488 
--------------------------------  ----------------  -------------  ---------- 
 
 Equity 
 Called up share capital                       147              -         147 
 Share premium account                      63,667          1,188      64,855 
 Capital Redemption Reserve                (9,454)              -     (9,454) 
 Retained earnings                          25,453        (4,882)      20,571 
--------------------------------  ----------------  -------------  ---------- 
 Total Equity                               79,813        (3,694)      76,119 
--------------------------------  ----------------  -------------  ---------- 
 
 Non-current liabilities 
 Loans and Borrowings                       28,285          (481)      27,804 
 Deferred Tax Liability                      3,113           (71)       3,042 
 Provisions                                  1,773           (40)       1,733 
--------------------------------  ----------------  -------------  ---------- 
                                            33,171          (592)      32,579 
--------------------------------  ----------------  -------------  ---------- 
 Current Liabilities 
 Overdraft                                   3,839          (224)       3,615 
 Trade and other payables                   21,145          1,903      23,048 
 Loans and Borrowings                        2,311            481       2,792 
 Provisions                                    335              -         335 
--------------------------------  ----------------  -------------  ---------- 
                                            27,630          2,160      29,790 
--------------------------------  ----------------  -------------  ---------- 
 
 Net Liabilities                            60,801          1,568      62,369 
--------------------------------  ----------------  -------------  ---------- 
 
 Total Equity and Liabilities              140,614        (2,126)     138,488 
--------------------------------  ----------------  -------------  ---------- 
 

Reconciliation of Consolidated Cash Flow Statement

 
                                                          30          Error     30 Sept 
                                                        Sept    restatement        2016 
                                                        2016                   Restated 
                                               As previously 
                                                    reported 
                                                     GBP'000        GBP'000     GBP'000 
------------------------------------------  ----------------  -------------  ---------- 
 
 Cash flows from operating activities 
 Profit/(loss) before taxation                         1,628        (4,165)     (2,537) 
 Net finance expense                                     596              -         596 
------------------------------------------  ----------------  -------------  ---------- 
 Operating loss                                        2,224        (4,165)     (1,941) 
 Depreciation and amortisation                         7,380          (513)       6,867 
 Non-recurring items                                     498          3,190       3,688 
 Share based payments                                      -            348         348 
------------------------------------------  ----------------  -------------  ---------- 
 Operating cash flow before non-recurring 
  costs and movements in working 
  capital                                             10,102        (1,140)       8,962 
 Non-recurring costs and NI on 
  share based payments                                     -          (754)       (754) 
------------------------------------------  ----------------  -------------  ---------- 
 Operating cash flow before movements 
  in working capital                                  10,102        (1,894)       8,208 
 Decrease/ (increase) in inventories                     329              -         329 
 Decrease/(increase) in trade and 
  other receivables                                    6,200        (4,070)       2,130 
 (Decrease)/increase in trade and 
  other payables                                     (8,483)          3,916     (4,567) 
------------------------------------------  ----------------  -------------  ---------- 
 Cash generated from operations                        8,148        (2,048)       6,100 
 Non-recurring items                                   (498)            498           - 
 Corporation tax (paid)/received                         133           (83)          50 
------------------------------------------  ----------------  -------------  ---------- 
 Net cash inflow from operating 
  activities                                           7,783        (1,633)       6,150 
------------------------------------------  ----------------  -------------  ---------- 
 
 Cash flows from investing activities 
 Proceeds on disposal of property, 
  plant and equipment                                  5,000              -       5,000 
 Purchase of property, plant and 
  equipment                                          (4,524)          1,720     (2,804) 
------------------------------------------  ----------------  -------------  ---------- 
 Net cash outflow from investing 
  activities                                             476          1,720       2,196 
------------------------------------------  ----------------  -------------  ---------- 
 
 Cash flows from financing activities 
 Dividends paid to shareholders                      (4,406)              -     (4,406) 
 Interest paid                                         (497)           (15)       (512) 
 Repayment of borrowings                                   -           (69)        (69) 
 Drawdown on revolving credit facility               (3,205)            205     (3,000) 
 Proceeds of issue of shares less 
  costs of issue                                           -          1,189       1,189 
 Finance Lease repayments                                  -        (1,192)     (1,192) 
------------------------------------------  ----------------  -------------  ---------- 
 Net cash inflow from financing 
  activities                                         (8,108)            118     (7,990) 
------------------------------------------  ----------------  -------------  ---------- 
 
 Net increase (decrease) in cash 
  and cash equivalents                                   151            205         356 
------------------------------------------  ----------------  -------------  ---------- 
 
 Opening cash and cash equivalents 
  (as restated)                                      (3,990)             20     (3,970) 
 Net increase (decrease) in cash 
  and cash equivalents                                   151            205         356 
 Effect of exchange rates                                  -            (1)         (1) 
------------------------------------------  ----------------  -------------  ---------- 
 Cash and cash equivalents                           (3,839)            225     (3,615) 
------------------------------------------  ----------------  -------------  ---------- 
 
   15.   Cost reclassification 
 
                               31 Mar   Cost reclassification          31 Mar 
                              2017 As                                 2017 As 
                           previously                            reclassified 
                             reported 
                              GBP'000                 GBP'000         GBP'000 
-----------------------  ------------  ----------------------  -------------- 
 Revenue                      104,623                       -         104,623 
 Cost of sales               (43,304)                   (855)        (44.159) 
-----------------------  ------------  ----------------------  -------------- 
 Gross profit                  61,319                   (855)          60,464 
 Operating expenditure       (64,314)                     855        (63,459) 
-----------------------  ------------  ----------------------  -------------- 
 Operating loss               (2,995)                       -         (2,995) 
-----------------------  ------------  ----------------------  -------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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