> REG-Spiritel PLC Interim Results - Part 1

Released: 31/01/2008


RNS Number:9334M 
Spiritel PLC 
31 January 2008 
 
 
31 January 2008 
 
                                  SPIRITEL PLC 
 
                          ("Spiritel" or "The Group") 
 
            INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2007 
 
 
Spiritel plc (AIM: STP), the business communications service provider, today 
announces interim results for the six months to 31 October 2007. 
 
Highlights: 
 
   -Turnover £6.84 million (2006: £6.83 million) 
   -Gross profit up 283% to £2.54 million (2006: £0.66m) 
   -Gross margin increased to 37.1% (2006: 9.7%) 
   -Adjusted EBITDA* increased to £0.23 million (2006:loss £0.57 million) 
   -Post period end signed a £1.3 million managed service contract with Regent  
    Inns plc - the UK's largest hosted VoIP contract 
   -Acquisition and rapid integration of tdotcom into Spiritel's Business 
    Division 
   -Increased earnings visibility with over 35% of Business Division revenues 
    now in contract for up to five years 
   -New bank loan facility of £1.375 million 
   -Extended product range and grew customer bases with early successes in 
    cross selling 
 
Commenting on the results, Alastair Mills, Chief Executive, said: 
 
"I am delighted to report an excellent set of results which demonstrate the 
transformation of Spiritel's operational and financial performance since our 
restructure in 2006. The progress in enhancing earnings visibility and restoring 
profitability has accelerated during the past six months as Spiritel's 
management team is successfully executing its growth strategy. 
 
"At the time of writing, the Company is trading ahead of management's 
expectations, building on a strong first half, which delivered operating profit 
at an underlying level*. Significant improvements in gross profit and margin for 
the period under review demonstrate the value in the change of product mix and 
routes to market which have also dramatically increased earnings visibility." 
 
Copies of these results are available on the Company's website: 
www.spiritelplc.com. 
 
For further information please visit www.spiritelplc.com or contact: 
 
Spiritel PLC            Tavistock Communications   Daniel Stewart&Co.Plc 
Alastair Mills          Simon Hudson               Simon Leathers 
Chief Executive         Clemmie Carr               Stewart Dick 
+44 (0) 20 7160 0100    +44 (0) 20 7920 3150       +44 (0) 20 777 6579 
 
 
Review by the Chief Executive 
 
Introduction 
 
I am delighted to report an excellent set of results, which demonstrate the 
transformation of Spiritel's operational and financial performance since our 
restructure in 2006. The progress in enhancing earnings visibility and restoring 
profitability has accelerated during the past six months as Spiritel's 
management team has successfully built upon the Company's programme of growth. 
 
Results 
 
I am pleased to report that, at the time of writing, the Company is trading 
ahead of management's expectations, building on a strong first half which 
delivered operating profit at an underlying level*. Significant improvements in 
gross profit and margin for the period under review demonstrate the value in the 
change of product mix and routes to market, which have also dramatically 
increased earnings visibility. 
 
Highlights: 
   -Group turnover for the year was £6.84 million (2006: £6.83 million) 
   -Gross profit up by 283% to £2.54 million (2006: £0.66 million) 
   -Gross margin increased to 37.1% (2006: 9.7%) 
   -Adjusted EBITDA* increased to £0.23 million (2006:loss £0.57 million) 
   -Loss before tax £2.3 million (2006:£1.1 million) - after a one off, 
    non-cash interest charge of £1.8 million** 
 
*Before interest, tax, depreciation, amortisation, restructuring and acquisition 
costs and share based payment charges. 
**Following shareholder approval in June 2007 to restructure debt from Penta 
Capital, a one-off £1.8 million redemption premium was agreed, alongside equity 
conversion rights, in lieu of accrued and ongoing interest charges. 
 
 
Divisional review 
 
Spiritel Business 
 
 
Throughout the period Spiritel's Business Division has continued to extend its 
product offering to customers, further securing its position as a complete 
service provider to businesses in both traditional and emerging IP based voice 
and data products. The interim results show the positive contribution from the 
acquisitions made during our previous financial year and that they are providing 
a platform for future organic and acquisitive growth. 
 
 
The three successful transactions of the previous financial year were followed 
by a fourth, in October 2007, with the acquisition of tdotcom, an award-winning 
value added maintainer and supplier of voice and data systems and solutions to 
business customers across the UK. It brought to Spiritel an impressive array of 
over 50 customers including BBC Worldwide, The Barbican Centre and the City of 
London Corporation. 
 
 
tdotcom demonstrated the success of our tried and tested strategy of 
acquisition, integration and growth. The integration of tdotcom into Spiritel 
Business was completed within six weeks and we were quickly able to improve its 
operational performance. The transaction was immediately earnings enhancing for 
Spiritel and is now trading at a level significantly ahead of its previous 
results. We expect tdotcom, now fully rebranded within Spiritel Business, to 
continue to grow rapidly and its impact on Spiritel's results will be reflected 
in the second half of this financial year. 
 
 
The customer bases gained from our four acquisitions to date have also created 
significant opportunities for organic growth. The management team is focussed on 
cross selling between our IP Communications, Networks and Mobile product lines 
and our pipeline of cross selling activity is at its highest level since the 
inception of Spiritel Business in 2006. 
 
 
During the first half we commenced a significant hosted VoIP trial with Regent 
Inns plc, that included developing a hosted IP voice and Wi-Fi solution for one 
of the UK's leading pub and restaurant operators. This was the first pilot of 
its kind in the UK and Spiritel is currently working with other customers on 
similar projects. The trial also advanced Spiritel's relationship with Mitel who 
supplied the underlying VoIP technology and with whom we hold the highest level 
of accreditation as a premier partner. 
 
 
Following the successful conclusion of the trial during November 2007, Regent 
Inns and Spiritel signed the UK's largest hosted VoIP deal in which Spiritel 
provide hosted VoIP across Regent's 100 outlets and head office, enabling them 
to provide free Wi-Fi to their customers. The roll out of the service for Regent 
Inns is expected to be complete by the end of February 2008. This contract is a 
landmark event for Spiritel and establishes Spiritel as a leading provider of 
converged communications to business customers. 
 
Spiritel Technologies 
 
 
Spiritel Technologies continues to play an important role in supporting the IP 
based product offerings of our Business Division, clearly evidenced by the part 
it played during the Regent Inns VoIP trial and its ongoing contribution to the 
current roll out. This strategic role will become even more important as 
Spiritel continues its product development with key partners, such as Mitel, as 
we work to maintain our position as a leading player in IP based voice and data 
solutions. 
 
 
In the wholesale arena, Technologies has enhanced its product offering and 
continued to focus on higher margin routes. Throughout the period, we continued 
to expand our customer base and have seen significantly increased levels of 
business from some long term major carriers. This trend has continued into the 
second half of the financial year and we expect this to boost results for the 
full year. 
 
Strategy and progress - acquire, integrate, grow 
 
 
The strategy set out in our 2007 Annual Report continues to bear fruit. Our 
acquisition of a fourth business brought new customers, additional products and, 
crucially, new cross-selling opportunities. Whilst we are focussing our efforts 
on delivery of organic growth, we continue to identify and pursue suitable 
earnings enhancing acquisitions that will bring complementary products and new 
customers to our existing portfolio. 
 
 
A significant step forward in the period was the enhancement of earnings 
visibility. Over 35% of revenues from the Business Division are now underpinned 
by contracts for up to five years. Our level of 'recurring' revenue, from long 
standing customers with large scale solution roll outs, is significantly in 
excess of the contracted income. This new level of earnings visibility, 
something the Company as previously structured was unable to achieve, 
demonstrates clearly how Spiritel's change in product mix and routes to market 
are providing increased confidence about the future performance of the business. 
 
 
In July 2007 we announced that we had secured a new bank loan facility from The 
Clydesdale Bank. The £1.375 million facility is an important endorsement by the 
Bank of Spiritel's strategy of acquisition, integration and growth. The 
facility, which has recently been increased, enhances Spiritel's scope for 
making further acquisitions as we demonstrate a clear track record in successful 
integration and improving profitability. 
 
Board and appointments 
 
 
During the period we appointed Ronnie Smith to the Board following a period in 
which, as Chief Financial Officer, he made a substantial contribution to the 
turnaround and restructure process that has been underway over the last eighteen 
months. 
 
 
We also appointed a new Managing Director of Spiritel Business. David Anahory 
joined us from Carphone Warehouse where he was the commercial director 
responsible for over 100,000 customers in their Business Division. His 
appointment represented a significant step forward for Spiritel as his larger 
company experience and product knowledge will prove essential in overseeing the 
roll out of our expanding product set to a growing and diverse business customer 
base. David was appointed to the Spiritel Board on 24 January 2008. 
 
 
Current trading and outlook 
 
 
Post period end, in addition to signing the Regent Inns contract, we were 
delighted to announce that we had signed an exclusive agreement to provide a 
managed service for Virgin Mobile's new directory enquiry service. 118 918 
provides the same functionality as other UK directory services, but crucially it 
donates 20 pence from every call to Virgin's selected children's charities, the 
highest donation from any directories service. The fact that we were selected to 
partner such a significant UK mobile operator highlights our ability to provide 
innovative communications solutions for major UK providers. 
 
 
Spiritel has progressed immeasurably following our concentrated period of 
restructure and refocus and we can now look forward to the full year with 
confidence. The new management team has been successful in implementing the new 
business model we announced in 2006 and I am delighted that this is now being 
reflected so strongly with much improved financial performance. At the time of 
writing we are trading ahead of management's expectations and we look forward to 
a strong conclusion to the current financial year. 
 
 
We now have the right platform to continue our dual approach of making selective 
earnings enhancing acquisitions alongside the delivery of organic growth through 
cross selling. In the coming months we expect our business model to deliver 
sustained improvements in profitability and earnings visibility and so ensure 
long term enhancement in shareholder value. 
 
 
Alastair Mills 
Chief Executive 
30 January 2008 
 
 
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT 
 
                                                        Restated      Restated 
                                        Six months    Six months          Year 
                                             ended         ended         ended 
                                        31 October    31 October 30 April 2007                
                                              2007          2006     
                             Note        Unaudited     Unaudited     Unaudited      
                                             £'000         £'000         £'000 
                                             
                                                 
Continuing operations 
 
Revenue                                      6,842         6,837        13,649 
Cost of sales                               (4,302)       (6,173)      (11,613) 
                                     ------------------------------------------ 
Gross profit                                 2,540           664         2,036 
Administrative expenses                     (3,051)       (1,703)       (4,501) 
                                     ------------------------------------------ 
Operating loss                                (511)       (1,039)       (2,465) 
Share of operating loss of                       
joint venture                                    -           (18)          (25) 
                                     ------------------------------------------     
                                              (511)       (1,057)       (2,490) 
Finance costs                               (1,828)          (90)         (589) 
                                     ------------------------------------------ 
Loss before taxation                        (2,339)       (1,147)       (3,079) 
Income tax expense                               -             -            21 
                                     ------------------------------------------ 
Loss for the financial period               (2,339)       (1,147)       (3,058) 
                                     ------------------------------------------ 
 
Attributable to: 
Equity holders of the parent                (2,339)       (1,013)       (2,924) 
Minority interest                                -          (134)         (134) 
                                     ------------------------------------------ 
                                            (2,339)       (1,147)       (3,058) 
                                     ------------------------------------------ 
 
Loss per ordinary share in                    
pence                          4             (0.74)        (0.57)        (1.35)  
 
 
 
 
There were no recognised gains or losses other than the loss for the financial 
period. 
 
 
CONDENSED CONSOLIDATED INTERIM BALANCE SHEET 
 
                                                     Restated         Restated   
                             31 October 2007  31 October 2006    30 April 2007         
                                   Unaudited       Unaudited         Unaudited 
                                       £'000           £'000             £'000  
                                              
                                                  
ASSETS 
 
Non-current assets 
Property, plant and equipment            303             715               408 
Goodwill                                 816             691               789 
Other intangible assets                4,249           1,791             4,001 
                                     ------------------------------------------ 
                                       5,368           3,197             5,198 
                                     ------------------------------------------ 
Current assets 
Inventories                              446               -               392 
Trade and other receivables            3,817           1,059             3,007 
Cash and cash equivalents                  -             252               322 
                                     ------------------------------------------ 
                                       4,263           1,311            3,721 
                                     ------------------------------------------ 
 
                                     ------------------------------------------ 
Total assets                           9,631           4,508            8,919 
                                     ------------------------------------------ 
 
LIABILITIES 
 
Current liabilities 
Trade and other payables              (3,606)         (1,777)          (3,991) 
Short term borrowings                    191)         (2,243)          (4,037) 
Current portion of long term        
borrowings                             ( 111)              -                - 
Current tax payable                     (207)            (48)            (236) 
                                     ------------------------------------------ 
                                      (4,115)         (4,068)          (8,264) 
                                     ------------------------------------------ 
                                     ------------------------------------------ 
Non-current liabilities 
Long term borrowings                  (5,280)         (4,695)          (4,812) 
Deferred tax liabilities                 (17)            (18)             (17) 
                                     ------------------------------------------ 
                                      (5,297)         (4,713)          (4,829) 
                                     ------------------------------------------ 
                                     ------------------------------------------ 
Total liabilities                     (9,412)         (8,781)         (13,093) 
                                     ------------------------------------------ 
                                     ------------------------------------------ 
Net assets / (liabilities)               219          (4,273)          (4,174) 
                                     ------------------------------------------ 
 
EQUITY 
 
Capital and reserves 
Share capital                          3,162           2,195            3,162 
Additional paid in capital             4,550           3,630            4,550   
Reverse acquisition reserve           (5,763)         (5,763)          (5,763) 
Other reserves                         6,829              54               97 
Profit and loss account               (8,559)         (4,389)          (6,220) 
                                     ------------------------------------------ 
Total equity                             219          (4,273)          (4,174) 
                                     ------------------------------------------ 
 
 
 
CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY 
 
                              Share   Additional     Reverse     Other  Profit and   Total 
                            capital      paid in acquisition  Reserves        loss  equity 
                                         capital     reserve               account 
                              £'000        £'000       £'000     £'000       £'000   £'000 
 
Balance at 1 May 2006         1,654        2,850      (5,763)       15      (3,376) (4,620) 
Loss for period                   -            -           -         -      (1,013) (1,013) 
                           ---------------------------------------------------------------- 
Total recognised income &   
expense                         654        2,850      (5,763)       15      (4,389) (5,633) 
Credit for equity settled 
share based payments              -            -           -        39           -      39 
Issue of share capital          541          780           -         -           -   1,321 
                           ---------------------------------------------------------------- 
Balance at 31 October 2006    2,195        3,630      (5,763)       54      (4,389) (4,273) 
                           ---------------------------------------------------------------- 
 
 
Balance at 1 May 2006         1,654        2,850      (5,763)       15      (3,376) (4,620) 
Loss for year                     -            -           -         -      (2,924) (2,924) 
                           ---------------------------------------------------------------- 
Total recognised income &   
expense                       1,654        2,850      (5,763)       15       6,300) (7,544) 
Credit for equity settled 
share based payments              -            -           -        62           -      62                
Equity component of 
compound financial 
instrument                        -            -           -       100           -     100 
Transfer between reserves         -            -           -       (80)         80       - 
Issue of share capital        1,508        1,700           -         -               3,208 
                          ---------------------------------------------------------------- 
Balance at 30 April 2007      3,162        4,550      (5,763)       97      (6,220) (4,174) 
                          ---------------------------------------------------------------- 
 
 
Balance at 1 May 2007         3,162        4,550      (5,763)       97      (6,220) (4,174) 
Loss for period                   -            -           -         -      (2,339) (2,339) 
                           ---------------------------------------------------------------- 
Total recognised income &   
expense                       3,162        4,550      (5,763)       97      (8,559) (6,513) 
Credit for equity settled 
share based payments              -            -           -       101           -     101 
Equity component of 
compound financial 
instrument                        -            -           -     6,631           -   6,631 
                           ---------------------------------------------------------------- 
Balance at 31 October 2007    3,162        4,550      (5,763)    6,829      (8,559)    219 
                           ---------------------------------------------------------------- 
 
 
 
CONSOLIDATED INTERIM CASH FLOW STATEMENT 
 
                                                                      Restated 
                                      Six months       Six months         Year 
                                          ended            ended         ended 
                                     31 October       31 October      30 April   
                                          2007              2006          2007 
                                      Unaudited        Unaudited     Unaudited  
                                          £'000            £'000         £'000 
                                    
                                                 
 
Cash flows from operating activities 
Loss before taxation                    (2,339)           (1,139)       (3,079) 
Adjustments for: 
Depreciation and amortisation              517               225           610 
Impairment of tangible fixed assets         64                 -           422 
Impairment of goodwill                       -                 -           227 
Loss on disposal of tangible fixed                                 
assets                                       -                18            12 
Decrease / (increase) in inventory         (54)                -             2 
Decrease / (increase) in receivables      (651)              132            14 
(Decrease) / increase in payables         (994)               46           (44) 
Equity settled share based payments        101               125            45 
Share of loss of joint venture               -                18            25 
Interest expense / (receipt)             1,766                90            (2) 
Income taxes (paid) / received               -                17            (9) 
                                      -----------------------------------------                                
Net cash used in operating                                  
activities                              (1,590)             (468)       (1,187) 
                                      -----------------------------------------  
 
Cash flows from investing activities 
Acquisition of subsidiaries net of cash       
acquired                                  (109)           (1,484)       (2,810) 
Purchase of property, plant and                                      
equipment                                  (74)              (94          (101) 
Proceeds from sale of equipment              -                 -             6 
                                      -----------------------------------------  
Net cash used in investing activities     (183)           (1,578)       (2,905) 
                                      ----------------------------------------- 
Cash flows from financing activities 
Net proceeds from issue of share                  
capital                                      -               500         1,223 
Proceeds from borrowings                 1,280             1,700         3,100 
Payment of finance lease liabilities       (20)                -            (7) 
                                      -----------------------------------------                      
Net cash from financing activities       1,260             2,200         4,316 
                                      ----------------------------------------- 
 
Net (decrease) / increase in cash and                                
equivalents                              (513)               154           224 
Cash and equivalents at beginning of                                
period                                    322                 98            98 
                                     ----------------------------------------- 
Cash and equivalents at end of period    (191)               252           322 
                                     ----------------------------------------- 
 
 
 
 
 
NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS 
 
1. Nature of operations and general information 
 
Spiritel Plc and its subsidiaries' ("the Group") principal activity is the 
provision of telecommunications services. 
 
Spiritel Business supplies a range of products and services that includes 
design, supply and maintenance of traditional business telephone systems as well 
as IP-based voice and data services. Spiritel Technologies is a supplier of 
wholesale voice services to leading telecommunications providers. 
 
Spiritel Plc is the Group's ultimate parent company. It is incorporated and 
domiciled in Great Britain. The address of Spiritel Plc's registered office, 
which is also its principal place of business, is 18 King William Street, 
London, EC4N 7BP. Spiritel Plc's ordinary shares are listed on the Alternative 
Investment Market of the London Stock Exchange. 
 
Spiritel Plc's consolidated interim financial statements are prepared in Pounds 
Sterling ("£"), which is also the functional currency of the parent company. 
 
These consolidated condensed interim financial statements have been approved for 
issue by the Board of Directors on 30 January 2008. 
 
The financial information set out in this interim report does not constitute 
statutory accounts as defined in Section 240 of the Companies Act 1985. The 
Group's statutory financial statements for the year ended 30 April 2007, 
prepared under UK GAAP, have been filed with the Registrar of Companies. The 
auditor's report was unqualified and did not contain a statement under Section 
237(2) or Section 237(3) of the Companies Act 1985. 
 
 
 
2. Basis of preparation 
 
These interim condensed consolidated financial statements are for the six months 
ended 31 October 2007. They have been prepared in accordance with the 
requirements of IFRS 1 "First-time Adoption of International Financial Reporting 
Standards" relevant to interim reports, because they are part of the period 
covered by the Group's first IFRS financial statements for the year ended 30 
April 2008. They do not include all of the information required for full annual 
financial statements, and should be read in conjunction with the consolidated 
financial statements of the Group for the year ended 30 April 2007. 
 
These financial statements have been prepared under the historical cost 
convention, except for revaluation of certain financial instruments. 
 
These condensed consolidated interim financial statements (the interim financial 
statements) have been prepared in accordance with the accounting policies set 
out below which are based on the recognition and measurement principles of IFRS 
in issue as adopted by the European Union (EU) and are expected to be adopted 
and effective at 30 April 2008, our first annual reporting date at which we are 
required to use IFRS accounting standards adopted by the EU. 
 
Spiritel Plc's consolidated financial statements were prepared in accordance 
with United Kingdom Accounting Standards (United Kingdom Generally Accepted 
Accounting Practice) until 30 April 2007. The date of transition to IFRS was 1 
May 2006. The comparative figures in respect of 30 April 2007 and 31 October 
2006 have been restated to reflect changes in accounting policies as a result of 
adoption of IFRS. The disclosures required by IFRS 1 concerning the transition 
from UK GAAP to IFRS are given in the reconciliation schedules, presented and 
explained in note 6. 
 
The accounting policies have been applied consistently throughout the Group for 
the purposes of preparation of these condensed consolidated interim financial 
statements. 
 
 
 
3.       Summary of significant accounting policies 
 
Basis of consolidation 
The consolidated financial statements incorporate the financial statements of 
the Company and all subsidiary undertakings, together with the Group's share of 
the net assets and results of joint ventures. The financial statements of all 
Group companies are adjusted, where necessary, to ensure the use of consistent 
accounting policies. The results of companies acquired or disposed of are 
included in the Group income statement from or up to the date that control 
passes respectively. 
 
Acquisitions are accounted for under the acquisition method. The acquisition of 
Expo Communications Limited during 2005 has been accounted for under the reverse 
acquisition method, on the basis that the substance of the business combination 
was that Expo Communications Limited acquired Spiritel Plc in a reverse 
acquisition. 
 
Business combinations completed prior to date of transition to IFRS 
The Group has elected not to apply IFRS 3 Business Combinations retrospectively 
to business combinations prior to 1 May 2006. 
 
Accordingly the classification of the combination (acquisition, reverse 
acquisition or merger) remains unchanged from that used under UK GAAP. Assets 
and liabilities are recognised at date of transition if they would be recognised 
under IFRS, and are measured using their UK GAAP carrying amount immediately 
post-acquisition as deemed cost under IFRS, unless IFRS requires fair value 
measurement. Deferred tax and minority interest are adjusted for the impact of 
any consequential adjustments after taking advantage of the transitional 
provisions. 
 
The transitional provisions used for past business combinations apply equally to 
past acquisitions of interests in associates and joint ventures. 
 
Revenue 
Revenue is the total amount receivable by the Group for services provided, 
excluding VAT and trade discounts. Revenue relates principally to call 
termination services, which are recognised as income on the same day as the call 
occurs. 
 
Revenue from the sale of goods is recognised when the significant risks and 
benefits of ownership of the product have transferred to the buyer, which may be 
upon shipment, completion of the product or the product being ready for 
delivery, based on specific contract terms. 
 
Revenue from services provided by the Group is recognised when the Group has 
performed its obligations and in exchange obtained the right to consideration. 
For maintenance sales, revenue is recognised only on the part of the maintenance 
period that falls within the financial year. 
 
Goodwill 
Goodwill representing the excess of the cost of acquisition over the fair value 
of the Group's share of the identifiable net assets acquired is capitalised and 
reviewed annually for impairment. Goodwill is carried at cost less accumulated 
impairment losses. Negative goodwill is recognised immediately after acquisition 
in the income statement. 
 
 
Goodwill written off to reserves prior to the date of transition to IFRS remains 
in reserves. There is no re-instatement of goodwill that was amortised prior to 
transition to IFRS. Goodwill previously written off to reserves is not written 
back to profit and loss on subsequent disposal. 
 
Property, plant and equipment 
Property, plant and equipment are included at cost, less accumulated 
depreciation. Depreciation is provided on tangible fixed assets, excluding land, 
on a straight line basis to write off their historical cost, less estimated 
residual value, over their estimated useful economic lives as follows: 
 
 
Leasehold improvements - over the period of the lease 
Office and computer equipment - 10% or 33% straight line 
Motor vehicles - 33% straight line 
 
 
Intangible assets 
 
In accordance with IFRS 3 Business Combinations an intangible asset acquired in 
a business combination is deemed to have a cost to the Group of its fair value 
at the date of acquisition. The fair value of the intangible asset reflects the 
market expectations about the probability that the future economic benefits 
embodied in the asset will flow to the Group. 
 
The acquisitions of CallPlan Limited, Networks Direct (UK) Limited, Ashland 
Group Limited and Tdotcom Limited have resulted in the following categories of 
intangible assets being identified: 
 
 
   - Customer relationships 
   - Marketing assistance 
   - Customer order backlogs 
   - Trade names 
 
 
Amortisation 
 
The estimated useful lives of intangible assets are as follows: 
 
Customer relationships      - 6 years 
Third party marketing  
assistance                  - 3 years 
Customer order backlog      - over the period that the orders will be invoiced 
Trade names                 - 1 to 2 years 
 
 
Impairment testing of goodwill, other intangible assets and property, plant and 
equipment 
 
For the purposes of assessing impairment, assets are grouped at the lowest 
levels for which there are separately identifiable cash flows (cash-generating 
units). As a result, some assets are tested individually for impairment and some 
are tested at cash-generating unit level. Goodwill is allocated to those 
cash-generating units that are expected to benefit from synergies of the related 
business combination and represent the lowest level within the Group at which 
management monitors the related cash flows. 
 
Goodwill, other individual assets or cash-generating units that include 
goodwill, other intangible assets with an indefinite useful life, and those 
intangible assets not yet available for use are tested for impairment at least 
annually. All other individual assets or cash-generating units are tested for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount may not be recoverable. 
 
An impairment loss is recognised for the amount by which the asset's or 
cash-generating unit's carrying amount exceeds its recoverable amount. The 
recoverable amount is the higher of fair value, reflecting market conditions 
less costs to sell, and value in use based on an internal discounted cash flow 
evaluation. Impairment losses recognised for cash-generating units, to which 
goodwill has been allocated, are credited initially to the carrying amount of 
goodwill. Any remaining impairment loss is charged pro rata to the other assets 
in the cash generating unit. With the exception of goodwill, all assets are 
subsequently reassessed for indications that an impairment loss previously 
recognised may no longer exist. 
 
Investments in joint ventures 
Entities whose economic activities are controlled jointly by the Group and by 
other ventures independent of the Group are accounted for using the equity 
method. 
 
Investments in joint ventures are recognised initially at cost and subsequently 
accounted for using the equity method. Acquired investments in joint ventures 
are also subject to purchase method accounting. However, any goodwill or fair 
value adjustment attributable to the share in the joint ventures is included in 
the amount recognised as investment in joint ventures. 
 
All subsequent changes to the share of interest in the equity of the joint 
ventures are recognised in the Group's carrying amount of the investment. 
Changes resulting from the profit or loss generated by the joint ventures are 
reported in "share of profits of joint ventures" in the consolidated income 
statement and therefore affect net results of the Group. These changes include 
subsequent depreciation, amortisation or impairment of the fair value 
adjustments of assets and liabilities. 
 
Items that have been recognised directly in the joint venture's equity are 
recognised in the consolidated equity of the Group. However, when the Group's 
share of losses in a joint venture equals or exceeds its interest in the joint 
venture, including any unsecured receivables, the Group does not recognise 
further losses, unless it has incurred obligations or made payments on behalf of 
the joint ventures. If the joint ventures subsequently reports profits, the 
investor resumes recognising its share of those profits only after its share of 
the profits equals the share of losses not recognised. 
 
Unrealised gains on transactions between the Group and its joint ventures are 
eliminated to the extent of the Group's interest in the joint ventures. 
Unrealised losses are also eliminated unless the transaction provides evidence 
of an impairment of the asset transferred. Amounts reported in the financial 
statements of joint ventures have been adjusted where necessary to ensure 
consistency with the accounting policies adopted by the Group. 
 
Leased assets 
 
Finance leases and hire purchase agreements 
 
Where the Company enters into a lease that transfers substantially all the risks 
and rewards of ownership of an asset to the lessee, the lease is treated as a 
finance lease. The asset is recorded in the balance sheet as a tangible fixed 
asset at the present value of the minimum lease payments and is depreciated over 
the shorter of the lease term and the asset's useful economic life. Future 
instalments under such leases, net of finance charges, are included in 
creditors. Rentals payable are apportioned between the finance element, which is 
charged to the income statement at a constant rate of charge on the balance of 
capital repayments outstanding, and the capital element, which reduces the 
outstanding obligation. 
 
Operating lease agreements 
Leases where substantially all of the risks and rewards of ownership are not 
transferred to the Company are treated as operating leases. Rentals under 
operating leases are charged against profits on a straight-line basis over the 
period of the lease. 
 
Inventories 
Inventories are stated at the lower of cost and net realisable value, after 
provisions are made in respect of obsolete and slow moving items. Net realisable 
value is the estimated selling price less all further costs to complete and all 
costs to be incurred in marketing, selling and distribution. 
 
Current tax 
The current tax charge is based on the profit or loss for the year and is 
measured at the amounts expected to be paid based on the tax rates and laws 
substantively enacted by the balance sheet date. Current and deferred tax is 
recognised in the income statement for the period except to the extent that it 
is attributable to a gain or loss that is or has been recognised directly in the 
statement of total recognised gains and losses. 
 
Deferred tax 
Deferred tax is recognised on all timing differences where the transactions or 
events that give the Group an obligation to pay more tax in the future, or a 
right to pay less tax in the future, have occurred by the balance sheet date. 
Deferred tax liabilities are provided in full, with no discounting. Deferred tax 
assets are recognised to the extent that it is probable that the underlying 
deductible temporary differences will be able to be offset against future 
taxable income. Deferred tax assets and liabilities are calculated at tax rates 
that are expected to apply to their respective period of realisation, provided 
that they are enacted or substantively enacted by the balance sheet date. 
 
More to follow, for following part double-click [nRN1e9334M]