ADT.L Regulatory News (ADT)

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

16 November 2021

AdEPT Technology Group plc

("AdEPT" or the "Company", together with its subsidiaries the "Group")

Interim results for the six months ended 30 September 2021

AdEPT (AIM: ADT), one of the UK's leading independent providers of managed services for IT, unified communications, connectivity, voice and cloud services, is pleased to announce its unaudited results for the six months ended 30 September 2021 ("H1 FY22" or the "Period").

Highlights

Revenue and EBITDA

PBT and EPS

Cash Flow and Debt

Operational

Commenting on the results and outlook for the Group, Chairman, Ian Fishwick, said:

"I am delighted with the Group's strong performance in the Period, as activity continued to normalise in our sector, albeit somewhat tempered by the aftershocks of Covid-19.

We continued to deliver successfully on our strategic objectives, completing the strategic acquisition of Datrix, which strengthened our core competencies in cloud services and next generation technologies. One AdEPT, which lies at the heart of the Group's growth strategy, providing high levels of operational visibility and a scalable platform for cross-selling, is nearing 100% utilisation.

Our focus in H2 is on the continued delivery of our stated objectives with an emphasis on the achievement of further organic growth, using the Group's strong cash generation to reduce net senior debt, as we capitalise on the macro shift to cloud centric solutions.

AdEPT is on track to achieve management expectations for FY22, with £0.9 million of revenue and its associated margin, deferred from H1 due to supply chain issues and customer resource allocation, underpinning the Board's confidence. The Group's strategic progress, coupled with a strong pipeline of opportunities across the public and private sectors, driven by macro technology market trends, ensure that the prospects for AdEPT are stronger than ever."

Enquiries

This announcement has been released by John Swaite, Finance Director, on behalf of the Company.

About AdEPT Technology Group plc:

AdEPT Technology Group plc is one of the UK's leading independent providers of managed services for IT, unified communications, connectivity and voice solutions. AdEPT's tailored services are used by thousands of customers across the UK and are brought together through the strategic relationships with tier-1 suppliers such as Openreach, Vodafone, Virgin Media, Avaya, Microsoft, Dell and Apple.

AdEPT is listed on the London Stock Exchange (Ticker: ADT). For further information please visit: www.adept.co.uk

CEO STATEMENT

Confidence is gradually returning in AdEPT's customer community with cloud technology solutions being instrumental in addressing the many challenges and consequences of the Covid-19 pandemic. AdEPT continues to adapt to the morphing demands of customers and to capitalise on the opportunity this presents, as organisations move to a hybrid model of working on a permanent basis and seek to engage effectively with their staff and clients digitally.

The Group's strategic focus on growth in Cloud Centric Services is progressing well. Having achieved 6% organic growth in the Period, these now comprise 43% of Group revenue. Managed Services revenue has grown organically 4% in the Period, with total managed services revenue representing 87% of Group revenue, up from 82% in H1 FY21. Traditional Telephony continued to decline as anticipated, with customers choosing alternative solutions. This is in line with the Board's stated strategy and this segment of the business has now reduced to 13% of Group revenue from 19% in H1 FY21.

AdEPT was strengthened significantly at the start of the Period with the game changing acquisition of Datrix. We are delighted by the contribution of the business in its first six months and the attitude of this new team, particularly in the manner in which they have embraced our strategic operating platform, One AdEPT. Datrix has secured critical renewals since acquisition and, notably, significant new contracts with customers including Public Health England and Yesss Electrical and we are seeing cross sell opportunities appearing.

We have also delivered revenue growth in our hybrid cloud platform, AdEPT Nebula, with Microsoft 365 seats and Cloud Communication deployments advancing significantly. Crucially, we have remained agile, adapting our product portfolio to address the constantly changing requirements of our market.

Industry research by consultancy EY indicates that service quality is a key criterion for customers when choosing a Managed Service Provider ("MSP"). We are, therefore, delighted to report that an independent survey of our customers, conducted by EY, revealed a Net Promoter Score of +19, with an outstanding score of +59 from our top customers. This may well have contributed to AdEPT winning the 'Managed Service Provider of the Year' at the 2021 prestigious Comms Business Awards. These achievements demonstrate our strategic progress and stand us in good stead for the future.

Operational Overview

While the Group performed well in the Period, as our market continued to rebound, activity was somewhat tempered by the aftershocks of Covid-19. The global chip shortage caused some supply chain issues towards the end of the Period, as flagged in our AGM Statement, deferring £0.5 million revenue and its associated margin into H2 FY22. In addition, customer resource constraints have meant that £0.4 million of revenue and gross margin in relation to orders for professional services and software development work has been delayed and is expected to be delivered in H2 FY22. Despite these issues, we are pleased with the performance of the Group and the first full six-month contribution from Datrix.

AdEPT Nebula, our hybrid cloud platform, continues to play an important role in the growth of our Cloud Centric Services. Nebula's overall revenue contribution grew by 26% in the Period, with significant growth in Microsoft 365 Seats, cloud backup and cloud communication. The number of customers now using the platform is 635.

I am pleased to report that our partnership with 8x8 is continuing to deliver good results, playing an important role in the increase in Voice over IP ("VoIP") deployments, as we continue to migrate customers away from Traditional Telephony products to new VoIP-based solutions. This transition has been accelerated by the demands for flexible and remote working during the Covid lockdowns.

Cybersecurity is an increasingly critical aspect of our customers' IT landscape and, to ensure we are able to meet this growing demand, we have appointed a Head of Security to work as part of the AdEPT Consulting Team.

We have extended our Education Suite with the addition of AdEPT Nimbus, a software product to synchronise School Management Information Systems with their cloud platforms. This software, which addresses a synchronising issue as schools migrate to the cloud, has already been sold to over 20 schools since its launch at the end of the summer.

It is vitally important that we continue to evaluate our existing product offerings to ensure we maintain our leading position in the markets we serve and remain relevant. As an example, AdEPT has an extensive presence across hundreds of Doctor's surgeries. Through a process of review and feedback, we identified a clear set of needs; a) to remotely triage patients using video conferencing tools alongside telephony, and b) seamlessly integrate to the Patient Administration Systems. As a result of these identified needs, we have partnered with provider X-ON to launch a cloud centric communications solution called 'Surgery Connect' - for which we have already contracted our first Doctor's practice.

Datrix Acquisition Update

Datrix is an award-winning supplier of advanced cloud-based networking, communications, and cyber security solutions business, which the Group acquired in April 2021 for an initial cash consideration of £9.0 million (on a cash and debt free basis). Its expertise in next-generation technologies broadens AdEPT's core competencies in cloud services and enables a more end-to-end service.

Considerable progress has been achieved since acquisition. Datrix has been successfully migrated onto One AdEPT, the Group's core operating system, ahead of schedule. The rapid integration of Datrix onto the platform demonstrates the Group's ability to integrate acquisitions quickly, supporting its strategy to consolidate this fragmented market.

Since acquisition, Datrix has secured key contract renewals and extensions with several major customers, including Public Health England, Yesss Electrical, Community Housing Partnership and South Hook LNG, and has received positive client feedback about the benefits of being part of a larger organisation. It is particularly pleasing to report that AdEPT has, during the Period, recently secured a new project with an existing Datrix customer, a clear demonstration of our cross-selling strategy in action.

Progress on FY22 Objectives

At the start of FY22, we set ourselves a number of targets to help us achieve our organic growth ambitions. These are set out below, with an interim update against each:

The progress we have made against our declared objectives is encouraging and underpins our confidence in the long term growth of the business.

Vertical markets and frameworks

AdEPT continued to be successful in gaining further traction in the public sector space through leveraging its approved status on various frameworks. AdEPT is an approved supplier on 13 public sector frameworks. Some are Crown Commercial Service frameworks, and others are wider public sector procurement agencies. The proportion of total revenue generated from public sector and healthcare customers in H1 FY22 has increased to 48% (H1 FY21: 45%), which partly arises due to the organic customer contract awards, particularly under the various frameworks on which AdEPT is accredited but is also a reflection of the Datrix customer base including a higher proportion of public sector and healthcare clients.

The Group is continuing to focus its organic sales efforts on selling a wider portfolio to existing customers, adding and retaining larger customers whilst complementing this with an acquisitive strategy. AdEPT is managing the customer risk with a wide spread of business sectors and low customer concentration, with no customer accounting for more than 5% of the total.

Focus on Service Excellence

We continue to invest carefully in our own capability. Project Fusion delivering our One AdEPT programme - the deployment of a suite of integrated operational systems for use by all employees designed to improve efficiency, ensure the delivery of increasingly high levels of customer service, and provide operational insight.

Project Fusion has made excellent progress with the entire group now operating on the same Human Resource solution (Sage People) and Financial Management Solution (Sage 200), as well as 95% of employees utilising the same service management and Customer Relationship Management (CRM) platform (Autotask from Datto). Operational insight is now flowing throughout the business, utilising the Microsoft Business Intelligence solution (Power BI) accessed through an employee portal to facilitate knowledge sharing (Microsoft SharePoint).

Our People and Commitment to Diversity

As at the Period end the AdEPT team now numbers 340. This talented and diverse team, strengthened following the acquisition of Datrix, is enabling us to achieve high levels of customer satisfaction.

AdEPT is committed to ensuring diversity, equity, and inclusivity. We have a team from diverse backgrounds and genders and continue to foster balance and promote equal opportunities. This mix of skill sets, experience, and backgrounds enables us to perform better. We have recently undertaken our first Gender Pay Gap report which like many businesses in our sector highlighted the challenges of hiring women into senior roles. We use the report and work with our staff and stakeholders to shape policies that ensure an appropriate gender balance.

Environmental, Social and Governance ("ESG")

AdEPT has a social conscience, and the Board is keen to ensure that AdEPT plays its part in making the world a better place both for current generations and those of the future.

Sustainability is of interest across the full spectrum of AdEPT stakeholders: customers, employees, suppliers, shareholders, and communities and, as a result, we have set out our initiatives for engaging with this subject as a company.

The three pillars for clarity are:

After reviewing the numerous frameworks that can be used for ESG reporting, AdEPT has adopted relevant aspects of the UN Global Compact. During the Period, we have published our inaugural ESG plan with 17 key actions to advance our position across each of the three pillars, which can be found on our website www.adept.co.uk.

The Market

A recent article by McKinsey & Company published in October 2021, entitled 'Cloud-migration opportunity: Business value grows, but missteps abound', succinctly sets the backdrop for why AdEPT is focused on Cloud Centric Strategic Services:

"By 2024, most enterprises aspire to have $8 out of every $10 for IT hosting go toward the cloud, including private cloud, infrastructure as a service (IaaS), platform as a service (PaaS), and software as a service (SaaS). Achieving that aspiration will require significant effort from both enterprises and technology providers.

"The Covid-19 pandemic is one factor driving the ambitious goal, as it triggered the need to speed the pace of enterprise digitization. But the more significant catalyst is the $1 trillion in business value that cloud adoption can unlock. Some organizations, however, are leaking their share of that value instead of capturing it, with inefficiencies in orchestrating cloud migrations adding unexpected cost and delays. Approximately $100 billion of wasted migration spend is expected over the next three years, and most enterprises cite the costs around migration as a major inhibitor to adopting the cloud."

We are seeing this macro trend resonate throughout our business and continue help customers realise their ambitions to move to the cloud in a secure, cost effective, and beneficial way.

FINANCIAL RESULTS

Revenue

Total revenue increased by 20% to £34.3 million (H1 FY21: £28.5 million), this includes the six-month revenue contribution from Datrix of £6.0 million in H1 FY22. The Group delivered £0.9 million or 6% organic growth in recurring managed service revenue, £0.1 million or 1% organic growth in one-off products and services offsetting the continued structural decline in Traditional Telephony which fell by £1.0 million or 18%, in line with the Group's strategy to move away from Traditional Telephony.

Recurring revenues versus one off revenues

The proportion of AdEPT revenue generated from recurring products and services (being all revenue excluding one-off projects, hardware and software) remains high at 74% of total revenue (H1 FY21: 76%). The marginal reduction in the proportion of recurring revenue arises from Datrix having a slightly higher mix of one-off revenues.

Cloud Centric Strategic Services - Our strategy is to focus on Cloud Centric Strategic Services (including the AdEPT Nebula proposition, hosting services, hybrid and public cloud, Voice over IP, and Professional Services). This clear focus is delivering rewards, as Cloud Centric Strategic Services revenue increased by 19% in H1 FY22 to £14.6 million. The Group delivered an organic 6% increase in revenues to £14.6 million (H1 FY21: £12.3 million) with 13% of the increase from Datrix.

This growth has been achieved through organic and acquired revenue increases in data connectivity services, software and IT support. In addition, revenues from VoIP increased by 54% year on year to £1.9 million (H1 FY21: £1.2 million), which is partly as a result of our success with the new 8x8 proposition alongside our other VoIP solutions and our activity to migrate customers from Traditional Telephony products to new IP based solutions. This trend has been accelerated by the increased demands for flexible and remote working during the Covid-19 lockdowns.

Support Services - Support Services revenues increased by 45% to £8.7 million (H1 FY21: £6.0 million), with the increase driven by Datrix. During the first 12 months of the Covid-19 pandemic, some sectors' customers, notably leisure, hospitality, retail, and office groups, were unable to continue trading during the nationwide lockdowns, resulting in downwards flex in service demand which impacted the opening revenue run rate. The impact of customers reducing the scale and scope of their services in the financial year ended 31 March 2021 has been regained, resulting in underlying Support Services revenue (excluding acquired revenue) being flat against the comparative period despite the lower opening run rate entering H1 FY22. 

Technology Products - The demand for capital projects has resulted in a 48% increase to hardware and software revenues to £6.5 million (H1 FY21: £4.4 million). This increase includes 37% in relation to the contribution from Datrix. Technology Products revenue increased organically 10% compared to H1 FY21. The organic increase has been achieved despite the well documented supply chain issues for equipment caused by the global chip shortage in the latter part of the interim period, which has pushed out revenue recognition for a number of projects, amounting to £0.5 million revenue, into H2 FY22. We continue to work closely with our partners to mitigate supply chain delays where possible.

Traditional Telephony - The structural decline in Traditional Telephony has continued at an accelerated level, with an 18% reduction to £4.5 million (H1 FY21: £5.7 million). This decline, as Openreach continues to switch off the copper telephone network ending traditional fixed line and calls services and forcing the shift to messaging and VoIP based services, is in line with our expectations and strategy to diversify revenues away from fixed line. In addition, the last 18 months has been further impacted by the substantial reductions in desk-based telephone call revenue due to multiple Covid lockdowns. Given the ending of lockdown restrictions was not felt until Q2 FY22, very little recovery of call volumes was seen in H1 FY22 and Traditional Telephony is now only 13% of Group revenues (H1 FY21: 20%)..

Gross margin

The gross profit margin for H1 FY22 was 49%, which is a marginal decrease from the 50% achieved in H1 FY21 driven from a higher proportion of revenue from lower relative margin hardware and software within one-off managed services.

Managed service gross margins have been maintained in line with the comparative period at 50% (H1 FY21: 51%), as the acquired Datrix revenue had comparable gross margins to that of the existing Group. Gross margins in fixed line services have experienced a reduction from the comparative period due to a lower proportion of higher margin call usage and attrition in the lower value but higher relative margin retail customer base.

The proportion of revenue from professional services was lower in the Period, in part because of the exceptional prior period activity to digitise schools in the face of the Covid-19 pandemic. This, combined with a higher blend of third-party project consultancy, has resulted in one-off gross margins reducing to 41% (H1 FY21: 46%). However, the previous pressure on one-off margins from low margin equipment supply for tactical solutions, such as iPads and laptops, during the onset of Covid-19 has reduced in the Period, resulting in an improvement to hardware and software margin to 27% (H1 FY21: 24%).  

The supply chain issues, which have pushed out £0.5 million revenue recognition into the second half of FY22, impacted gross margin by £0.1 million, which is expected to be delivered in H2 FY22 subject to returning to a normalised supply chain environment. In addition, despite a strong pipeline of signed sales orders in H1 FY22, there were substantial orders for professional services and software development work for public sector and healthcare customers that have a delayed delivery timescale, due to resource constraints at the customer end, which has meant that a further £0.4 million of revenue and associated gross margin has been pushed and expected to be delivered in H2 FY22.

Underlying EBITDA

Underlying EBITDA of £5.7 million represents a 16% increase from the comparative period (H1 FY21: £4.9 million).

 Covid-19 impacted H1 FY21 benefitted from several operating cost reductions compared to H1 FY22. Many of these operating cost reductions were temporary as a result of changes to working practices during the Covid-19 pandemic, such as significantly reduced recruitment, travel and reduced levels of advertising, and marketing activity. The financial impact of these provided £0.3 million benefit to the operating costs in H1 FY21.

These operating costs have returned to a more normalised level in H1 FY22, with the costs being incurred in advance of the anticipated returns, for example the benefit of sales order volume from increased sales and marketing activity expected in future periods. Despite this, the underlying EBITDA margin achieved was consistent at 17% (H1 FY21: 17%), demonstrating the strength of the business model, which is underpinned by a high proportion of recurring revenue (H1 FY22: 74%).

Profit/loss Before Tax and Earnings Per Share

Reported loss before tax was £0.9 million. The Period includes one-off costs of £0.6 million for acquisition related fees related to Datrix and £0.3 million of restructuring costs in relation to the streamlining and restructuring the headcount of Datrix post-acquisition combined with operational efficiencies delivered by Project Fusion.

There was £0.3 million increase in interest charges, as result of the cash outflow for the Datrix acquisition which increased average net borrowings compared to that of H1 FY21. It should be noted that the interest cost in the statement of comprehensive income of £1.4 million includes several non-cash items, such as discounting of the estimated contingent deferred consideration for acquisitions and the amortisation of bank facility fees, both of which have been paid in cash. The interest cost of £1.1 million in the cash flow statement is considered a better measure of the cash costs of financing.

Adjusted profit after tax before one off acquisition fees, restructuring costs, furlough grant receipts and amortisation was £3.3 million (H1 FY21: £2.8 million). This movement largely reflects the £0.8 million Underlying EBITDA increase, less the £0.3 million interest costs increase, arising from the higher average net debt position, combined with the discounting of deferred consideration liabilities, £0.3 million one-off furlough grant receipts in H1 FY21, and £0.2 million reduction in income tax expense from the lower profit before tax and use of brought forward accumulated tax losses in the Datrix business.

Adjusted diluted earnings per share, taking into account the share options in issue and the potential dilutive effect of the BGF convertible instrument under the treasury stock accounting method, increased by 30% to 13.2p (H1 FY21: 10.2p). The improvement in adjusted earnings per share reflects the £0.8 million increase in adjusted profit after tax with a virtually flat weighted average number of shares.

Dividend

The Board continues to monitor the changing economic environment and, at this stage, believes it is prudent to continue using the Group's strong cash generation to pay down debt. As a result, no dividend is being declared for the Period.

Cash Flow

The Group benefits from an excellent cash-generating operating model. Low capital expenditure results in a high proportion of underlying EBITDA turning into cash. The proportion of reported EBITDA which turned into net cash from operating activities after income tax was 82% (H1 FY21: 152%). The prior period cash conversion figure was flattered by the Company deferring the Q1 VAT payments through to Q4 of the previous financial year in line with the HMRC financial support guidance under Covid-19. The VAT deferral value was £1.3 million, which if adjusted gives underlying post-tax operating cash conversion from reported EBITDA of 124% for H1 FY21.

H1 FY22 working capital was impacted by £0.2 million in inventories for the advance purchase of equipment for October half-term installations in the Education division. A further increase to working capital was anticipated with the continued transition of the Group towards growing proportion of data connectivity services increasing the level of working capital, with a further £0.5 million absorbed by the advance charging structure of wholesale data connectivity rentals, which are typically quarterly in advance compared to monthly in advance for the end customer. This has been partially offset by improvement to customer credit collection.

Throughout the Covid period, the Group has focused on cash management and is pleased to have reduced the potential bad-debt risk inherent in working capital since September 2020 through a reduction in collection periods to 39 days at September 2021.

In April 2021, the Group paid the initial consideration of £9.0 million (on a cash and debt free basis) in respect of the Datrix Limited acquisition. Following the successful migration of all Datrix operating systems to the One AdEPT operating systems, a further £0.3 million deferred consideration was paid in October 2021. There is a performance-based element to the deferred consideration which is dependent upon the trading results of the Datrix customer base for FY22.

Cash interest paid in the Period increased by £0.3 million, which reflects a higher level of average net borrowings compared to H1 FY21 following the acquisition of Datrix at the start of H1 FY22.

As required under IFRS 16, the balance sheet value of tangible fixed assets includes the discounted value of the remaining operating lease rentals for any material agreements which have a lease term greater than twelve months. The net present value of any new operating leases is included in tangible fixed assets. These are not upfront cash purchases as the rentals are paid on a monthly or quarterly basis and therefore the cost is not included within capital expenditure, instead the cash outflows from the operating lease agreements are included in the cash flow statement under the heading 'Payments of lease liabilities'.

Capital Expenditure

The Group continues to operate an asset-light strategy and has low capital requirements; therefore, expenditure on fixed assets is low at 2% of revenue. 

The Group used £0.1 million of cash on capital expenditure of tangible fixed assets for further investment in the development of the AdEPT Nebula platform to increase the data storage capacity driven by increasing customer demand. AdEPT Nebula is centered on the core data centre in Orpington which is owned by AdEPT. AdEPT Nebula allows AdEPT to provide its own cloud hosting capability and is the foundation for the following portfolio: Nebula Cloud, Nebula Security, Nebula Business Continuity and Disaster Recovery, Nebula Voice, Nebula Apps, and Nebula Network.

AdEPT Nebula revenue growth was 26% in H1 FY22 to £1.5 million annualised revenue (H1 FY21: £1.2 million annualised). AdEPT Nebula is now delivering benefits to more than 600 customers and has been developed using the in-house skills and capabilities of the AdEPT technical team. The Company will continue to review development opportunities for the addition of new products and services to AdEPT Nebula as customer demand dictates.

A further £0.4 million was spent in the Period on intangible assets, which is the continued investment in Project Fusion and includes the cost of third-party consultancy and some capitalisation of the salary costs of the internal development team for time dedicated to delivering the project. The progress on the Group-wide CRM has continued at a pace and it is now live in all of the AdEPT operating sites.

Following the acquisition of Datrix in April 2021, all systems were fully migrated to the AdEPT operating systems by August 2021, which is a testament to the hard work and focus of both the Project Fusion team and the Datrix team. In addition, the Group has been transitioning to a centralised finance platform which is hosted in the AdEPT Nebula network, with all divisions now live in the centralised finance system.

Net Debt and Bank Facilities

A key strength of AdEPT is its consistent, proven ability to generate strong free cash flow and therefore support net borrowings. As a result of the Group's focus on underlying profitability and cash conversion, net operating cash flow after taxes but before bank interest paid of £3.6 million was generated during H1 FY22 (H1 FY21: £7.0 million). The H1 FY21 period benefitted from the temporary deferral of £1.3 million of VAT payments from Q1 to Q4, the £2.4 million favourable working capital impact of the reversal of the March 2021 year end extended payment periods taken by customers during the initial onset of the Covid-19 pandemic and the subsequent increased focus on customer cash collection during H1 FY21. Whilst customer collection periods have been maintained since March 2021, there has been little scope for further improvement and hence there has been no further incremental working capital benefit in H1 FY22. The H1 FY22 period also includes £0.9 million of non-recurring costs in relation to acquisition related fees and restructuring costs.

Senior net debt at 30 September 2021 was £31.2 million, which is an increase of £5.4 million from the comparative period (H1 FY21: £25.8 million) and represents a senior debt leverage ratio of 2.7x adjusted EBITDA (H1 FY21: 2.4x). The prior period senior net debt was flattered by £1.3 million of deferred VAT payments under the Covid HMRC financial support guidance, which were paid in full in the second half of the year ended 31 March 2021. The current period net debt includes £9.0 million of cash outflows (on a cash and debt free basis) in relation to the consideration for the acquisition of Datrix.

In March 2021, the Company signed a new enlarged banking facility agreement with NatWest and Bank of Ireland, to support its growth ambitions. This agreement is for a three-year term, extendable by one year, and provides the Company with up to £70 million senior debt, comprising a £35 million revolving credit facility, a £15 million term loan, and a £20 million accordion facility. The commercial terms of the enlarged facility are the same as the previous existing facility.

Acquisitions

On 12 April 2021 the Company acquired the entire issued share capital of Datrix, a well-established, award-winning supplier of advanced cloud-based networking, communications, and cyber security solutions, headquartered in London, with expertise in the growing Software Defined Wide Area Networking ("SD-WAN") market focused on the public and healthcare sector. The vendors and the senior management team responsible for the strategic direction, technical development, and day-to-day operations of Datrix have been retained within the business post-acquisition.

Initial consideration of £9.0 million, on a cash and debt free basis, was paid in cash and the effective date of the acquisition was 1 April 2021. Further contingent deferred consideration of up to £7.0 million may be payable in cash dependent upon the trading performance of Datrix in FY22. In October 2021 £0.3 million of the deferred consideration was paid in relation to the successful transition of Datrix onto the One AdEPT platform.

The history of AdEPT contains many examples of successful earnings enhancing acquisitions with the most recent, Datrix, demonstrating yet again the ability of the Group to identify and integrate a successful business for the benefit of the acquired team and their respective clients. AdEPT will remain a consolidator in the marketplace, and we continue to evaluate suitable targets and will continue with this successful aspect of our business strategy when the time is right.

Vision and Strategy

Our mission remains one of 'Uniting Technology, Inspiring People'. We will help our customers navigate the storm of ICT innovation, to help them make the best use of technology, so they can communicate, operate, and transform successfully. We will do this by continuing to learn, adapt, and listen, working with great partners, to deliver flawless solutions.

Our aim is to become the industry benchmark and a business with whom customers, staff and partners aspire to work, all powered by a unified platform that makes us both efficient and effective.

Outlook

AdEPT is on track to achieve management expectations for FY22, with £0.9 million of revenue and its associated margin, deferred from H1 into H2 due to supply chain issues and customer resource allocation, a backlog that serves to underpin the Board's confidence.

Our focus in H2 FY22 is on the continued delivery of our stated objectives with an emphasis on the achievement of further organic growth, using the Group's strong cash generation to reduce net senior debt, as we capitalise on the macro shift to cloud centric solutions. The Group's strategic progress to date, coupled with a strong pipeline of opportunities across the public and private sectors aided by overarching technology market trends, ensure that the prospects for AdEPT are stronger than ever.

Phil Race

Chief Executive Officer 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

ACCOUNTING POLICIES

1 Basis of preparation

The financial information set out in this interim report, which has not been audited, does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Company's statutory financial statements for the year ended 31 March 2021, prepared under International Financial Reporting Standards, were approved by the board of directors on 23 July 2021 and have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified, did not contain any emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting", as adopted by the EU. Comparatives for the year ended 31 March 2021 have been extracted directly from the audited statutory accounts with the figures presented in the statement of financial position in this interim report for comparative periods restated to take account the prior year adjustment to the opening equity position, the details of which are set out in Note 2 below.

2 Accounting policies

The same accounting policies, presentation and methods of computation are followed in this interim report as were applied in the preparation of the Group's annual financial statements for the year ended 31 March 2021.

Prior year adjustment

As set out in the Company's statutory financial statements for the year ended 31 March 2021, the Group's policy in respect of revenue recognition requires that revenue is only recognised when the obligations associated with the revenue have been completed, therefore invoiced amounts in respect of charges in advance are recognised in the deferred revenue liability in the balance sheet. A prior year adjustment has been recognised in respect of deferred income which was incorrectly reported at the March 2018 and 2019 year ends. In accordance with IAS 8 the opening balance sheet position at 1 April 2018 has been restated to account correctly for the deferred income balance at that date resulting in the recognition of an additional liability of £70,172 at 1 April 2018.

Following a detailed review of the bad debt provision, a historic error in the calculation has been identified in the period from February 2003 to March 2014. Under IAS8, given that this is an error rather than a change to a judgement or estimate, an adjustment has been made to correct the reserves brought forward. The adjustment increases the provision for potential bad debts by £378,838 with a corresponding entry to the brought forward reserves at 1 April 2020, being the earliest period presented in these financial statements. There is no impact on either the income statement, the cashflow statement and the earnings per share in either the current or comparative period as a result of this correction.

3 Earnings per share

Earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue.

Adjusted earnings per share is calculated by dividing the profit attributable to equity holders of the Company (after adding back amortisation, the taxation deduction on purchased customer contracts, the deferred tax credit on amortisation charges, share option charges and acquisition costs, as all of these are purely non-cash accounting adjustments) by the weighted average number of ordinary shares in issue.

Fully diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares by existing share options, assuming dilution through conversion of all existing options.

4 Segmental information

The chief operating decision maker has been identified as the Board. The Board reviews the Group's internal reporting in order to assess performance and allocate resources. The operating segments are fixed line services and managed services, which incorporates IT services, data connectivity, mobile, hardware and VoIP services. These are reported in a manner consistent with the internal reporting to the Board. The Board assesses the performance of the operating segments based on revenue, gross profit and EBITDA.

The assets and liabilities relating to the above segments have not been disclosed as they are not separately identifiable and are not used by the chief operating decision maker to allocate resources. All segments are in the UK and all revenue relates to the UK. For the six months ended 30 September 2021, transactions with the largest customer of the Group accounted for 4.7% of revenue (2020: 7.6%).

5 Share options

Details of the share options outstanding during the period are as follows:

The weighted average fair values have been determined using the Black-Scholes-Merton Pricing Model with the following assumptions and inputs:

The expected average volatility was determined by reviewing the historical fluctuations in the share price prior to the grant date of each share instrument. An expected take up of 100% has been applied to each share instrument. Expected dividend yield is estimated at 2.5% which is based upon the historical dividend yield. It does not bear any relation to the future dividend policy of AdEPT Technology Group plc.

The mid-market price of the ordinary shares on 30 September 2021 was 285p and the range during the period was 90p.

The share option expense recognised during the period in the statement of comprehensive income was £30,841 (September 2020: £32,807).

6 Business combinations

On 12 April 2021 the Company acquired the entire issued share capital of Datrix Limited ('Datrix') a well-established, award-winning supplier of advanced cloud-based networking, communications, and cyber security solutions, headquartered in London, with expertise in the growing Software Defined Wide Area Networking ("SD-WAN") market focused on the public and healthcare sector.

Initial consideration of £9.0 million, on a debt free cash free basis, was paid in cash. Pursuant to the terms of the share purchase agreement, the effective date of the acquisition is 1 April 2021. Further contingent deferred consideration of up to £7.0 million may be payable in cash dependent upon the trading performance of Datrix in the twelve-month period ended 31 March 2022. The contingent deferred consideration will be determined by reference to the gross margin of the acquired business and applying the contingent deferred consideration calculation as specified in the share purchase agreement.

Details of the fair value of the assets acquired at completion and the consideration payable:

Datrix contributed revenue and profit after tax of £6.0 million and £0.8 million respectively for the six-month period ended 30 September 2021 and represents a six month contribution. Acquisition related and restructuring costs of £0.6 million have been recognised as an expense in the statement of comprehensive income for the period ended 30 September 2021.