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Half Yearly Report

27 Jun 2011 07:00

RNS Number : 1267J
Pinnacle Telecom Group PLC
27 June 2011
 



Pinnacle Telecom Group plc ("Pinnacle" or the "Company")

Interim Results for the six months ended 31 March 2011

 

Continued growth and increased profits

 

Pinnacle Telecom Group plc (AIM: PINN), the value added solutions based provider of IP focused unified communications to the SME market, today announces its unaudited interim results for the six months ended 31 March 2011.

Key points:

 

·; 23.2% increase in turnover to £3,821,235 in H1 11 compared with £3,101,747 in H1 10.

 

 

·; 31.9% increase in positive EBITDA (1) of £89,673 in H1 11 compared to positive EBITDA of £67,966 in H1 10.

 

 

·; 24.4% increase in operating profit (2) of £50,787 in H1 11 compared to an operating profit of £40,841 in H1 10.

 

 

·; 37.9% increase in cash at the end of H1 11 to £452,040, compared to H1 10 figure of £327,725.

 

 

·; Won "Best Enterprise Hosted Solution" in recognition for excellence at the 2010 Comms National Awards.

 

 

Definitions:

 

1. EBITDA - Earnings before interest, taxation, depreciation, amortisation of intangibles, exceptional acquisition costs, share of results of associates and the embedded fair value adjustment in the convertible loan

2. Operating profit - is before amortisation of intangibles, exceptional acquisition costs, share of results of associates and the embedded fair value adjustment in the convertible loan

H1 11 - The half-year ended 31 March 2011

H1 10 - The half-year ended 31 March 2010

H2 10 - The six months ended 30 September 2010

 

 

Commenting on the results, Alan J Bonner the Pinnacle CEO stated:

"The first half of the year has shown steady progress as we continue to build the business. The half-year turnover of £3,821,435 is the highest we have seen over any six month period and, with no acquisitions in the first-half to increase turnover, our organic progress is all the more encouraging.

 

Our overall gross profit increased 6.2% to £1,111,352. The overall gross profit percentage at the half year was 29.1% holding up well against a changing revenue mix. After all costs, including the costs of discontinued operations relating to previous years, the overall loss for the period has been reduced to £131,594 in H1 11 compared to £166,005 in H1 10.

 

It is our intention to exploit the opportunities in the provision of cloud computing services, hosted VoIP software solutions, fully managed voice, mobile and data networks, data centre space rentals, managed internet services and IT support to SME business customers in the UK. Our sales strategy is being sharpened to focus on this very significant opportunity, which we believe will show strong growth for a number of years as businesses migrate their business applications, including voice services, onto the internet."

 

For further information please contact:

Pinnacle Telecom Group plc

Alan J Bonner, Chief Executive 

0845 180 74 74

Zeus Capital Limited 

Ross Andrews

0161 831 15 12

Rivington Street Corporate Finance Limited 

Jon Levinson & Peter Greensmith

0207 562 33 89

 

CHAIRMAN'S STATEMENT

 

 

With no acquisition activity in the first half to impact the results, it is pleasing to see a solid increase in turnover for the period compared to both the equivalent period last year, and the second half of last year. We have also seen improving EBITDA and reduced losses, while preserving our cash resources.

 

 

Given the uncertainty in the wider UK economy, this is an encouraging set of results for Pinnacle. The company has continued to evolve and develop quality bespoke solutions for high profile broadcast events, which included winning a contract for the Royal Wedding in the first half. These events affect the revenue mix and add a small degree of seasonality to the business which reduced the percentage of contracted recurring revenue. Nevertheless, the company is winning new business and building a solid reputation for high quality service provision - a key differentiator in the highly competitive telecommunications market - which bodes well for future growth.

 

Top line growth is being complemented by steady growth in operating profits and a reduction in the overall accounting losses for the Group. Add to this good cash management and strong controls over operating costs and administration expenses, the company is being prudent and building growth from internal strengths. Alan Bonner, the Group CEO, has noted the opportunities for further acquisitions to reinforce and add new capability to the Group. This is sensible given that Pinnacle needs to add scale and new services to fulfil its ambitions and continue to build shareholder value for the future. With quality revenue growth, good cash management, and a sharper sales focus on new IP services, we continue to look forward to building Pinnacle into a leading service provider to the UK SME market.

 

The results for the first half are more fully explained in the Business Review.

 

 

 

Bill Allan

CHAIRMAN

 

27 June 2011

BUSINESS REVIEW

 

Introduction

The first half of the year has shown steady progress as we continue to build the business. The half-year turnover of £3,821,435 is the highest we have seen over any six month period and, with no acquisitions in the first-half to increase turnover, our organic progress is all the more encouraging. Our overall gross profit increased 6.2% to £1,111,352. The overall gross profit percentage at the half year was 29.1% holding up well against a changing revenue mix. After all costs, including the costs of discontinued operations relating to previous years, the overall loss for the period has been reduced to £131,594 in H1 11 compared to £166,005 in H1 10.

 

I was very pleased to receive on behalf of the Company, the award for Best Enterprise Hosted Solution, a national award, in recognition for excellence, presented at the 2010 Comms National Awards held at the Park Lane Hilton in London last October.

 

We have also received a significant amount of recognition and publicity associated with the short term contract work that we have completed for the BBC, other broadcasters and the lead contractors for festivals and major events. Following the acquisition of Solwise Telephony Ltd last year, we have introduced a degree of seasonality to our business, with the festivals and sporting events generating significant revenue growth over the summer months, compared to the quieter winter period. The festival work will continue over the 2011 summer period with a number of projects now in hand, and several more expected to be awarded. For broadcasters, we are providing temporary ISDN, broadband and 'quality of service' (QOS) data links that provide broadcast quality sound connections and internet access for outside broadcasts. In addition, several departments in the BBC now use our hosted IP telephone platform for all voice communications at their outside broadcasts. Another significant development this year has been winning contracts to supply temporary high capacity multi-media fibre circuits capable of carrying BBC i-player streams, all radio and sound broadcasts, internet access, site production and security systems plus reserve TV broadcast feeds. These services are carried on fully managed fibre connections to the relevant site. The first circuits of this kind proved highly successful at the recent Radio 1 Big Weekend in Cumbria. After the events, we look to generate additional revenues from these circuits, seeking out commercial broadband providers in the local area that supply community broadband services. For multi-event venues, where Pinnacle is now the communications supplier of choice, we are installing permanent voice and data circuits to the sites, which remain in place for regular repeat use.

It is our intention to exploit the opportunities in the provision of cloud computing services, hosted VoIP software solutions, fully managed voice, mobile and data networks, data centre space rentals, managed internet services and IT support to SME business customers in the UK. Our sales strategy is being sharpened to focus on this very significant opportunity, which we believe will show strong growth for a number of years as businesses migrate their business applications, including voice services, onto the internet.

 

Operational Commentary

 

Turnover

Turnover has increased by 23.2% compared to the equivalent period last year. As noted above, the festival business has introduced a degree of seasonality to the business. In the half-year we have also noticed a reduction in the revenues from the mobile sector as tariffs have come down. Economic factors have also affected demand for new mobiles and we are now signing customers on longer term contracts. Given these dynamics, it is all the more pleasing to see us deliver a record turnover for a half-year.

 

Recurring income continues to be a positive feature of our turnover, and we estimate that 84% (H1 10: 94%) of turnover in the first-half was recurring.

 

 

Gross Profit

Our gross profit for the half-year was £1,111,352 (H1 10: £1,042,338). This has been achieved despite a drop in the margin percentage from 33.6% in H1 10 to 29.1% in H1 11, as the result of a changing revenue mix.

 

Overall gross margins have also been reduced due to increased revenues from inbound solutions in this period, which attract a lower overall margin.

 

By contrast, and to improve margins going forward, we have recently withdrawn a number of traditional voice products from supply to our wholesale partners, as we focus more on supporting forward looking wholesale partners, who are capable of delivering converged voice and data IP solutions.

 Operating Results

In the first-half, we have incurred an operating loss of £121,067 compared to £125,404 in H1 10. This loss has been incurred as a direct result of the need to amortise our intangible assets. Amortisation in the half-year of £155,386 (H1 10: £152,623) was greater than the entire operating loss. Adding back amortisation and certain other exceptional costs, our operating profit grew to £50,787 compared to £40,841 in H1 10.

 

EBITDA increased 31.9% in H1 11 to £89,673 compared to £67,966 in H1 10. EBITDA remains the most important key performance indicator that is monitored by the Board on a regular basis.

 

Administration Expenses

We continue to exercise significant control over our administration expenses. For H1 11, these totalled £1,060,565, not materially different to the H1 10 figure of £1,001,497. As a percentage of turnover, our overheads are 27.8%, a significant improvement to the H1 10 figure of 32.3%.

 

Consolidated Statement of Financial Position

At 31 March 2011 our net assets totalled £1,190,610 compared to £967,516 at 31 March 2010. The increase was the result of an issue of equity shares at the end of September 2010, more fully explained in our 2010 Annual Report, available on our web site.

 

We continue to invest in our hosted IP telephone platform and capitalised development costs at 31 March 2011 totalled £206,713. We will continue to invest in the platform which, we believe, gives us a more consistent margin compared to resellers who are more exposed to pricing as compared to a platform owner.

 

Cash at the end of the half-year was £452,040. This compares against the equivalent H1.10 figure of £327,725 and the H2 10 figure of £697,189. The negative movement in the first half of 2011 has been largely caused by working capital movements in the ordinary course of business. The H2 10 figure was helped by an issue of Ordinary Shares towards the end of that year.

 

Future Growth

The focus over the last six months was around continuing to build the business through organic activity. Nevertheless, part of our ongoing strategy is to seek to grow through acquisition. However, we are mindful of the need to preserve as much of our cash as is achievable, and therefore seek to acquire businesses for shares, rather than for cash. This is not always possible to deliver, and we have rejected a number of potential acquisitions because of the need for an all cash consideration. I continue to examine acquisition opportunities on a regular basis and remain hopeful of concluding one or more acquisitions in the second half, that will add customers, enhance customer solutions, profits and bring additional talent to our business.

 

 

Alan J BonnerChief Executive Officer27 June 2011

CONSOLIDATED INTERIM INCOME STATEMENT - UNAUDITEDFor the six months ended 31 March 2011

6 Months to31 March

6 Months to 31 March

Audited12 months to30 September

2011

2010

2010

Note

£

£

£

Revenue

3

3,821,235

3,101,747

6,608,533

 

Cost of sales

(2,709,883)

(2,059,409)

(4,519,076)

 

Gross profit

1,111,352

1,042,338

2,089,457

 

 

Administrative expenses

(1,060,565)

(1,001,497)

(2,010,810)

 

 

Operating profit / (loss) before amortisation, impairment of goodwill and exceptional costs

50,787

40,841

78,647

 

 

Share of Profit from associate accounted using the equity method

14

 4,594

(1,830)

 

Amortisation of intangibles

(155,385)

(152,623)

(296,206)

 

Fair value adjustment to convertible loan

(4,983)

-

(8,467)

 

 

Exceptional costs relating to acquisition

(11,500)

 (18,216)

 (18,216)

 

 

Operating loss

(121,067)

(125,404)

(246,072)

 

Interest receivable

450

2

3

 

Interest payable

(9,981)

(10,603)

(22,495)

 

 

Finance costs

(9,531)

(10,601)

(22,492)

 

 

Loss before tax

(130,598)

(136,005)

(268,564)

 

 

Taxation

(996)

0

18,904

 

 

Loss for the period from continuing operations

(131,594)

(136,005)

(249,660)

 

 

Discontinued operations

 

(Loss) / profit for the period from discontinued operations

0

(30,000)

(21,079)

 

 

Loss for the period

3

(131,594)

(166,005)

(270,739)

 

 

Loss per share

 

- basic and fully diluted - continuing

4

(0.01) p

(0.01) p

(0.01) p

 

- basic and fully diluted - discontinued

4

0.00 p

0.00 p

0.00 p

 

- basic and fully diluted - total

4

(0.01) p

(0.01) p

(0.01) p

 

 

Earnings before Interest, Taxation, Depreciation and Amortisation (EBITDA)

 

Operating loss

(121,067)

(125,404)

(246,072)

 

Add back amortisation

155,385

152,623

296,206

 

Add back depreciation

55,355

40,747

99,244

 

EBITDA for the period

89,673

67,966

149,378

 

 

CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION - UNAUDITEDAs at 31 March 2011

 

31 March 2011

31 March 2010

Audited30 September2010

Note

£

£

£

Assets

Intangible assets

5

703,832

908,251

859,217

Investments in associated companies

167,889

174,299

167,875

Research and development asset

206,713

155,655

195,834

Property, plant and equipment

106,130

106,404

136,244

Total non-current assets

1,184,564

1,344,609

1,359,170

Current assets

Inventories

90,561

44,058

73,190

Trade and other receivables

1,235,190

767,645

1,220,871

Cash and cash equivalents

452,040

327,725

697,189

Total current assets

1,777,791

1,139,428

1,991,250

Total assets

2,962,355

2,484,037

3,350,420

Liabilities

Short term borrowings

(18,392)

(35,838)

(27,115)

Trade and other payables

(955,726)

(752,964)

(968,006)

Other taxes and social security costs

(102,971)

(153,252)

(176,814)

Accruals and other payables

7

(557,873)

(436,081)

(649,614)

Total current liabilities

(1,634,962)

(1,378,135)

(1,821,549)

Non-current liabilities

Long term borrowings

(136,783)

(138,386)

(209,128)

Total liabilities

(1,771,745)

(1,516,521)

(2,030,677)

Net Assets

1,190,610

967,516

1,319,743

Equity

Share capital

5,481,009

5,352,438

5,481,009

Share premium account

3,555,831

3,238,902

3,560,331

Merger reserve

8

283,357

283,357

283,357

Other reserve

31,987

18,065

25,026

Fair value adjustment

(1,064,130)

(1,064,130)

(1,064,130)

Profit and loss reserve

6

(7,097,444)

(6,861,116)

(6,965,850)

Total equity

1,190,610

967,516

1,319,743

 

CONSOLIDATED INTERIM CASH FLOW STATEMENT - UNAUDITEDFor the six months ended 31 March 2011

6 months to31 March2011

6 months to 31 March 2010

Audited12 months to30 September 2010

£

£

£

Cash flows from operating activities

Operating loss (including discontinued operations)

(138,008)

(172,968)

(289,643)

Adjustments for:

Depreciation

55,355

40,747

99,244

Amortisation

155,386

152,623

296,206

Share of profit/(loss) from associate

(14)

(4,594)

1,830

Share option charge

6,961

6,961

13,922

Fair value adjustment for convertible loan

4,982

-

8,467

Interest expense

9,981

10,603

22,492

Payment / (receipt) of corporation tax

(996) 

-

-

Decrease / (increase) in trade and other receivables

(14,319)

162,203

(216,973)

Decrease / (increase) in inventories

(17,371)

(18,313)

(42,445)

(Decrease) / increase in trade payables, accruals and

other creditors

(244,782)

(299,099)

(68,556)

Net cash flow from operating activities

(182,825)

(121,837)

(175,456)

Cash flows from investing activities

Acquisition of subsidiaries, net of cash acquired

-

(78,624)

(20,525)

Purchase of property, plant and equipment

(36,120)

(34,113)

(93,377)

Interest received

450

2

3

Net cash used in investing activities

(35,670)

(112,735)

(113,899)

Cash flows from financing activities

Issue of shares

(4,500)

-

450,000

Receipt of Convertible Loans

-

-

-

Receipt from finance leases less repayment

(12,173)

(9,842)

(23,703)

Interest paid

(9,981)

(10,603)

(22,495)

Net cash used in / (received from) financing activities

(26,654)

(20,445)

403,802

Net (decrease) / increase in cash

(245,149)

(255,017)

114,447

Cash and cash equivalents at beginning of period

697,189

582,742

582,742

Cash and cash equivalents at end of period

452,040

327,725

697,189

Cash and cash equivalents comprise:

Cash and cash equivalents

452,040

382,981

697,189

Bank overdrafts

-

(55,256)

-

452,040

327,725

697,189

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME - UNAUDITEDFor the six months ended 31 March 2011

 

6 Months to31 March

6 Months to 31 March

Audited12 months to30 September

2011

2010

2010 

£

£

£

Loss for the year from total operations

(131,594)

(166,005)

(270,739)

Total comprehensive negative income for the year

(131,594)

(166,005)

(270,739)

Attributable to equity shareholders of the parent

(131,594)

(166,005)

(270,739)

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - UNAUDITEDFor the six months ended 31 March 2011

 

Share

Share

Merger

Other

Fair

Retained

capital

premium

reserve

reserve

value

earnings

Total

At 1 October 2009

5,316,488

3,238,902

114,392

11,104

(1,064,130)

(6,695,111)

921,645

Loss and total comprehensive loss for the period and expense for the period

-

-

-

-

-

(270,739)

(270,739)

Transactions with owners

Share Issue

164,521

-

-

-

-

-

164,521

Share based payments

-

-

-

13,922

-

-

13,922

Premium on Share Issue

-

321,429

168,965

-

-

-

490,394

Total Transactions with owners

164,521

321,429

168,965

13,922

-

-

668,837

Total movements

164,521

321,429

168,965

13,922

-

(270,739)

398,098

Equity at 30 September 2010

5,481,009

3,560,331

283,357

25,026

(1,064,130)

(6,965,850)

1,319,743

At 1 October 2010

5,481,009

3,560,331

283,357

25,026

(1,064,130)

(6,965,850)

1,319,743

Loss and total comprehensive loss for the period and expense for the period

-

-

-

-

-

(131,594)

(131,594)

Transactions with owners

Share based payments

-

-

-

6,961

-

-

6,961

Expenses relating to Share Issue *

-

(4,500)

-

-

-

-

(4,500)

Total Transactions with owners

-

(4,500)

-

6,961

-

-

2,461

Total movements

-

(4,500)

-

6,961

-

(131,594)

(129,133)

Equity at 31 March 2011

5,481,009

3,555,831

283,357

31,987

(1,064,130)

(7,097,444)

1,190,610

 

 

Note: * Relate to payments made in the period to 31 March 2011 in respect of the new share issue dated 22 September 2010.

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

For the six months ended 31 March 2011

 

1. Nature of OperationsThe principal activities of Pinnacle Telecom Group plc and its subsidiaries are the provision of integrated telecommunications services including IP and cloud solutions, telecommunications calls and access, consultancy, IT support, mobile solutions, both voice and data and hosted broadband voice services to SME business customers in the UK.

2. Basis of preparationThis interim financial information has been prepared in accordance with the Company's accounting policies as disclosed in the financial statements for the year ended 30 September 2010. Pinnacle Telecom Group plc is a company incorporated in England (registered number 05259846) and trades in the UK from office locations across England and Scotland.The address of its registered office is 5 Fleet Place, London, EC4M 7RD and its principal place of business is Compthall, Brightons, Falkirk, Stirlingshire, FK2 0RW. The company is listed on the AIM market of the London Stock Exchange under ticker symbol PINN. The interim statements were approved by the Board of Directors on 27 June 2011.

3. Segmental ReportingThe segment information is prepared using accounting policies consistent with those of the Group as a whole and all segments are continuing operations. The figures shown for Glen Communications Ltd in the six months to 31 March 2011 include revenues transferred from other smaller wholly owned subsidiary companies, whose assets were hived-up into Glen Communications Ltd on 30 September 2010, as disclosed in the financial statements for the same period.In addition to the measurement of recurring and non-recurring contracted revenue streams, the group currently recognises three major segments for monitoring and reporting purposes as follows:- Mobile Services- IT- Other telecommunications services

3.1

Analysis of revenue

6 Months to 31 March

6 Months to 31 March

Audited12 Months to30 September

2011£

2010£

2010£

By business sector

Mobile services

256,131

332,308

663,551

IT

406,648

327,079

742,070

Other telecommunication services

3,158,456

2,442,360

5,202,912

Total revenue

3,821,235

3,101,747

6,608,533

By destination

United Kingdom

3,821,235

3,101,747

6,608,533

Total revenue

3,821,235

3,101,747

6,608,533

By origin

Accent Telecom UK Limited

2,304,006

1,797,766

3,504,104

Pinnacle Telecom plc

579,967

708,651

1,327,003

Solwise Telephony Limited

575,290

222,088

1,008,372

Glen Communications Limited

361,972

6,625

13,295

Other group companies

-

366,617

755,759

Total revenue

3,821,235

3,101,747

6,608,533

By recurring nature

Recurring - continuing operations

3,208,761

2,921,186

5,343,492

Non-Recurring - continuing operations

612,474

180,561

1,265,041

Total revenue

3,821,235

3,101,747

6,608,533

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the six months ended 31 March 2011

 

3.2

Analysis of net loss after tax

6 Months to 31 March

6 Months to 31 March

Audited12 Months to30 September

By business sector

2011£

2010£

2010£

a) Mobile services

Profit from operations before amortisation and exceptional items

24,094

27,965

46,083

b) IT

Profit / (loss) from operations before amortisation and exceptional items

16,314

(29,879)

(55,379)

Amortisation

(36,645)

(23,644)

(54,789)

Loss from operations after amortisation and exceptional items

(20,331)

(53,523)

(110,168)

c) Other telecommunication services

Profit from operations before amortisation and exceptional items

164,585

249,007

372,788

Amortisation

(118,740)

(128,979)

(241,417)

Profit from operations after amortisation and exceptional items

45,845

120,028

131,371

d) Head office

(181,202)

(230,474)

(316,946)

Continuing operations

(131,594)

(136,005)

(249,660)

IT - discontinued operations

-

(30,000)

(21,079)

Total losses

(131,594)

(166,005)

(270,739)

By destination

United Kingdom

(131,594)

(166,005)

(270,739)

Total losses

(131,594)

(166,005)

(270,739)

By origin

Accent Telecom UK Limited

87,274

85,538

155,529

Pinnacle Telecom plc

60,728

190,432

163,897

Solwise Telephony Limited

(55,052)

(25,426)

60,754

Glen Communications Limited

(25,373)

(7,683)

34,865

Head office and other group companies

(32,286)

(208,027)

(368,499)

Profit from continuing operations before amortisation and exceptional items

35,291

34,834

46,546

Amortisation

(155,385)

(152,623)

(296,206)

Exceptional costs relating to reorganisation / acquisition

(11,500)

(18,216)

-

Eclectic and IG - discontinued operations

-

(30,000)

(21,079)

Total losses

(131,594)

(166,005)

(270,739)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the six months ended 31 March 2011

 

3.2

Analysis of net loss after tax (continued)

6 Months to 31 March

6 Months to 31 March

Audited12 Months to30 September

By recurring nature

2011£

2010£

2010£

Recurring - continuing operations

29,541

30,170

94,146

Non-Recurring - continuing operations

5,750

4,664

(47,600)

Profit from continuing operations before amortisation and exceptional items

35,291

34,834

46,546

Amortisation

(155,385)

(152,623)

(296,206)

Exceptional costs relating to reoganisation / acquisition

(11,500)

(18,216)

-

Non-Recurring - discontinued operations

-

(30,000)

(21,079)

Total losses

(131,594)

(166,005)

(270,739)

 

4. Loss per share

6 Months to31 March

6 Months to 31 March

Audited12 months to30 September

2011

2010

2010

£

£

£

Basic and fully diluted

0.01p

0.01p

0.01p

Loss attributable to ordinary shareholders

131,594

166,005

270,739

Weighted average number of shares in issue:Basic and fully diluted

1,867,429,059

1,381,677,413

1,732,688,226

 

5. Intangible assetsIntangible assets are non-physical assets which have been obtained as part of an acquisition and which have an identifiable future economic benefit to the Group at the point of acquisition. The Group's policy regarding assessing impairment of intangible assets remains the same as disclosed in the financial statements for the year ended 30 September 2010. The Group's amortisation policy is for the:- Maintenance contracts to be amortised over 5 years- Customer lists to be amortised over a period of 5 years- Custom Voice over internet systems to be valued and amortised over a maximum of 5 years.

6 Months to31 March

6 Months to 31 March

Audited12 months to30 September

2011

2010

2010

£

£

£

Net intangible assets at start of period

859,217

864,123

864,123

Intangible asset additions / fair value adjustments

-

196,751

291,300

Amortisation in the period

(155,385)

(152,623)

(296,206)

Net intangible assets at period end

703,832

908,251

859,217

 

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)For the six months ended 31 March 2011

6. Profit and loss reserve

6 Months to31 March

6 Months to 31 March

Audited12 months to30 September

2011

2010

2010

£

£

£

Opening deficit

(6,965,850)

(6,695,111)

(6,696,111)

Loss for the period

(131,594)

(166,005)

(270,739)

Closing deficit

(7,097,444)

(6,861,116)

(6,965,850)

 

7. Contingent ConsiderationAs part of the acquisition of the entire issued share capital of Solwise Telephony Limited on 13 January 2010, the acquisition agreement allowed for additional contingent consideration to be awarded, with earn out provisions based on a multiple of one and a half times the earnings before interest and taxation ("EBIT") above agreed thresholds, for the years ending30 September 2010 and 30 September 2011. The total contingent consideration cannot exceed £295,085 in total over the two periods and as at 30 September 2010, for the purposes of calculating the intangible asset under IFRS3, the Group assumed that a total contingent consideration of £80,000 would be payable over the two year period.For the period ending 30 September 2010, the audited EBIT for Solwise Telephony Ltd and its wholly owned subsidiary Sipswitch Ltd, was £39,172 and therefore no additional consideration was payable for that year. Therefore, in accordance with the provisions of IFRS3 Business combinations, the contingent consideration has been reviewed by the Board and adjusted to £60,000 with the adjustment recorded in the Operating profit / (loss) before amortisation, impairment of goodwill and exceptional costs for the 6 months to 31 March 2011.

8. Merger reserveThe Group has taken advantage of the merger relief provisions in relation to the acquisition of Solwise Telephony and its wholly owned subsidiary Sipswitch Limited. The Merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares. In line with International financial reporting standard (IFRS) 3, all costs associated with the acquisition in the period have been expensed to the profit and loss account and shown as an exceptional item.

9. Related Party TransactionsAs part of the acquisition of Accent Telecom UK Limited, the Group acquired a 40% share of the equity of an associated company, Stripe21 Limited. During the 6 month period to 31 March 2011, Accent Telecom UK Limited purchased services totalling £135,452 (6 months to 31 March 2010: £166,890 and 12 months to 30 September 2010: £239,673) from Stripe21 Limited, recorded as cost of sales in the consolidated income statement for each period.In October 2010, the Group redeemed all convertible loan notes in the name of John Anderson, a Non-Executive Director, for £5,000 in cash to fully extinguish the unsecured liability relating to Mr Anderson in the financial statements. Also, in accordance with the terms of his own unsecured convertible loan notes, the company paid interest to Alan Bonner, the group CEO, of £1,250 during the 6 month period to 31 March 2011 (the figure for the 6 months to 31 March 2010: £1,250 and 12 months to 30 September 2010: £2,500) . There are no other related party transactions recorded during the half-year to 31 March 2011.

10. Contingent liabilitiesThere were no contingent liabilities at 31 March 2011, 30 September 2010 or 31 March 2010.

11. Statutory accountsThese financial statements do not constitute statutory accounts. The information is unaudited and has not been reviewed by the auditors. The statutory accounts for the year ended 30 September 2010, contained an unqualified audit report and are filed with the Registrar of Companies.

 

 

 

 

 

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