> REG-Spiritel PLC Final Results

Released: 01/10/2009

com:20091001:RnsA0142A
                                                                                                                       .
RNS Number : 0142A  
  
Spiritel PLC  
  
01 October 2009  
  
1 October 2009  
  
SPIRITEL PLC  
  
("SpiriTel" or "The Group")  
  
PRELIMINARY RESULTS FOR THE YEAR ENDED 30 APRIL 2009  
  
SpiriTel plc (AIM: STP), the business communications group, is pleased to 
announce preliminary results for the year ended 30 April 2009.   
  
Commenting on the results, Chairman, Lord St. John of Bletso said: "I am pleased 
to report on a further year of growth and development for SpiriTel plc. The 
Company has made significant progress despite an increasingly tough operating 
environment which has seen several competitors fall by the wayside. As a fully 
integrated business communications provider delivering fixed, mobile, data and 
networking services to a substantial customer base the Group is very well placed 
to progress its chosen strategy of 'acquire, integrate, grow' to deliver 
increased shareholder value."  
  
Highlights:   
  
- Underlying EBITDA* 61% ahead of prior year at £1.5 million (2008: £0.9 
million)  
  
- Revenue up 18% to £19.7 million (2008: £16.7 million)  
  
- Gross profit up 19% to £7.6 million (2008: £6.4 million)  
  
- Pre tax loss £1.7 million (2008: £4.0 million), after non-cash finance costs** 
of £0.8 million (2008: £3.1 million)  
  
- Post year end new 5 year debt and overdraft facility of £4.5m agreed with 
Clydesdale Bank  
  
- Earnings enhancing acquisition of ED Communications completed   
  
- Cross selling contracts signed worth £7 million over their term  
  
- Customer base increased to 2,337 at year end (2008: 1,525)    
  
- Post year end balance sheet restructure - conversion terms agreed over up to 
£6.85 million of Penta debt and waiver of up to £550,000 of annual interest 
costs   
  
* Operating profit after adding back charges for depreciation, amortisation, 
share-based payments and exceptional costs   
  
** Non-cash finance costs comprise loss arising on modification and conversion 
of preference shares and change in fair value of embedded derivatives.  
  
Chief Executive, Alastair Mills added: "We operate in a dynamic sector and the 
Board believes that we now stand at a particularly exciting point in the 
Company's development.  We have demonstrated our ability to enhance earnings 
through acquisitions, followed up by significant cross-selling successes from 
our range of converged products and services into both new and existing customer 
bases.  The foundations are in place to deliver ongoing value to shareholders 
and I look forward to the coming year with confidence."   
  
For further information please visit www.SpiriTelplc.com or contact:   
  
 
  SpiriTel plc         Tavistock Communications   finnCap             
  Alastair Mills       Simon Hudson               Geoff Nash          
  Chief Executive      Duncan McCormick           Marc Young          
  Tel: 020 7160 0100   Tel: 020 7920 3150         Tel: 020 7600 1658  
  
  
  CHAIRMAN'S STATEMENT  
  
Lord St John of Bletso, Chairman  
  
I am pleased to report on a further year of growth and development at SpiriTel. 
The Company has made significant progress despite an increasingly tough 
operating environment which has seen several competitors fall by the wayside.   
  
SpiriTel made its sixth acquisition during the year to 30 April 2009, acquiring 
and fully integrating ED Communications ("EDC") into the SpiriTel Business 
Division. The Group is now a well established, fully integrated business 
communications provider. During the year the Company has proven the value of its 
integrated offering to the enlarged customer base by successfully cross-selling 
its expanded range of products and services. These results include full year 
contributions from all six acquisitions with the exception of EDC, which is 
included for the eight months since acquisition.   
  
Results  
  
As a result of both acquisitive and organic growth - including initial sales 
from over £7 million of cross-selling contract wins signed during the year - 
revenues are up markedly, by 18% to £19.7 million (2008: £16.7 million). Most 
significantly, underlying EBITDA (defined as operating profit after adding back 
charges for depreciation, amortisation, share-based payments and exceptional 
costs) increased by 61% to £1.5 million (2008: £0.9 million). The results, and 
in particular the impressive growth in earnings, demonstrate ongoing success in 
the execution of the Company's "Acquire, Integrate, Grow" strategy. The 
economies of selectively bolting on acquired assets are now evident.  
  
The previously reported decline in profitability from the Technologies Division 
continues to adversely impact Group profits. However, this decline, combined 
with rapid growth in the Business Division, has reduced our exposure to riskier 
and more volatile wholesale markets. 52% of overall Group revenues in 2009 
result from the Business Division's higher quality, contracted B2B revenues, 
compared to 40% in 2008. This trend has continued since the year end.  
  
Dividend   
  
SpiriTel is still pursuing its acquisition, integration and growth strategy and 
is continuing to invest funds into the business. The Directors are therefore not 
recommending the payment of a dividend for the year to 30 April 2009.  
  
Proposed debt conversion   
  
Since the year end, we have agreed a further planned restructuring of the 
indebtedness to Penta Capital Partners ("Penta") in our balance sheet, the terms 
of which will be communicated to shareholders in a circular that also convenes a 
shareholder meeting to approve the transaction. The proposals include Penta 
converting up to £6.9 million of debt into equity at a price of 0.6p per 
ordinary share. The Directors consider that the proposals will significantly 
strengthen the balance sheet and better position the Company to raise capital 
for acquisitions. This is an important step for the Group and we value Penta's 
support through their proposed debt for equity conversion.  
  
Outlook  
  
Whilst the Business Division has continued to perform in line with expectations, 
trading remains challenging for the Technologies Division and we do not foresee 
a significant turnaround in its core wholesale markets. However, the 
Technologies Division continues to add significant value through managing our 
IP-based infrastructure, on which several of the Business Division's product 
solutions are based.  
  
The Group now benefits from much higher levels of earnings visibility, due to 
the Business Division's emphasis on contracted and recurring revenues from SMEs 
and larger corporate customers. This, combined with a wide range of 
business-critical products and services, means SpiriTel is well positioned to 
weather the ongoing economic storm. Through a combination of further earnings 
enhancing acquisitions for the Business Division and organic growth, driven by 
the cross-selling of an integrated product portfolio, we expect to continue to 
increase revenue and earnings for the benefit of all shareholders.  
  
Lord St John of Bletso  
  
Chairman  
  
30 September 2009  
  
CHIEF EXECUTIVE'S REVIEW  
  
Alastair Mills, Chief Executive  
  
SpiriTel has matured considerably in the year under review. Our sixth 
acquisition further enhances our reputation as a leading consolidator of the 
telecoms reseller sector and together with our success in cross-sales 
demonstrates our ability to deliver organic and acquisitive growth. As a 
management team, we are constantly reviewing acquisition opportunities that can 
grow earnings, enhance the product set and provide more cross-selling 
opportunities. We operate in a dynamic sector and the Board believes that we now 
stand at a particularly exciting point in the Company's development. The 
accelerating migration to converged communications is a driving force behind 
increased levels of corporate activity in the sector. Convergence is also 
changing customer behaviour with more businesses insisting that their supplier 
offers the full range of fixed, mobile, voice and data services. For those 
companies that have capital to deploy for acquisitions and an integrated product 
range to sell to business customers, these are exciting times.  
  
Financial highlights  
  
The year to 30 April 2009 represents a full year's contribution from all of 
SpiriTel's acquisitions to date, apart from EDC. This is reflected in 
significantly improved financial results despite one of the most challenging 
trading environments seen for many years, particularly in the Technologies 
Division's wholesale markets. Performance was improved in each of the following 
key financial metrics:  
  
- Revenue up 18% to £19.7 million (2008: £16.7 million).  
  
- Gross profit up 19% to £7.6 million (2008: £6.4 million).  
  
- Underlying EBITDA* up 61% to £1.5 million (2008: £0.9 million).  
  
The 18% increase in Group revenue is pleasing given the difficult economic 
conditions, but even more so is the 53% growth in Business Division revenues 
largely offsetting a 5% decline in the lower margin, wholesale services from the 
Technologies Division. The increasing contribution from our Business Division 
represents a significant change in the Group's earnings profile. The majority of 
the Business Division's revenues are generated from long-term contracts, of up 
to seven years, providing a greater level of earnings visibility to the Group as 
a whole.   
  
The 61% increase in underlying EBITDA* demonstrates the success of our "Acquire, 
Integrate, Grow" model.   
  
In particular, we are able to convert significant elements of gross profit 
directly into EBITDA by bolting acquisitions quickly and efficiently onto our 
already established operations and existing cost base. By effective profiling of 
newly-acquired customers, we then identify and pursue cross-sale opportunities.  
  
The loss before taxation for the year was £1.7 million (2008: £4.0 million 
loss), after deducting non-cash finance charges of £0.8 million (2008: £3.1 
million). The non-cash finance charges relate to IFRS costs on modification and 
conversion of indebtedness to Penta.  
  
Since the year end we have agreed a proposed balance sheet restructuring with 
Penta converting up to £6.9 million of debt into equity at a price of 0.6p per 
ordinary share. This follows on from a similar £2.6 million debt to equity 
conversion by Penta in May 2008.  
  
The Directors believe that the proposed conversion of Penta debt will benefit 
SpiriTel in a number of ways. The Company will have a much stronger balance 
sheet, unencumbered by £6.9 million of Penta indebtedness and, at the conversion 
price, the proposed conversion will significantly increase the market 
capitalisation of the Company. In addition, the Company will not be liable for 
the £550,000 annual interest cost which is due to accrue from May 2010. With a 
stronger balance sheet SpiriTel will be better positioned to raise capital and 
continue its recent successful acquisitive strategy, focusing on earnings 
enhancing transactions. Penta's support for SpiriTel is invaluable and we thank 
them for their continued faith in our business model and management team.   
  
We also continue to benefit from the support of Clydesdale Bank. During the year 
under review we secured an extension to our loan facility to fund the 
acquisition of ED Communications and at the year end we had a total facility of 
£3.4million with the bank. In May 2009 the Group's facilities were increased to 
£4.5million, repayable over five years.   
  
Strategy  
  
Despite the ongoing consolidation in our sector, the UK telecommunications 
market remains highly fragmented. This, alongside the accelerating demand from 
customers for converged, IP-based services, provides the opportunity for us to 
further execute the Group's "Acquire, Integrate, Grow" strategy. Our strategy is 
to grow shareholder value through selective, earnings enhancing acquisitions, 
followed by consistent organic growth being driven by cross-selling our 
integrated product portfolio.  
  
SpiriTel continues to pursue selective acquisitions as we look to build a 
business with the operational scale and the broad product offering that business 
and corporate consumers increasingly demand. Having completed six acquisitions, 
led by the same management team, not only are we clear on the type of businesses 
that we are looking for in terms of quickly adding value to the Group, but we 
are also experienced in the critical phase of integration, which commences well 
in advance of completion of the deal. All acquisitions now follow the same 
integration framework which was developed internally to meet our corporate 
objectives. The process is led by a senior member of the management team and 
helps ensure that we maximise both cost and revenue synergy opportunities, 
whilst minimising disruption to the Group and the newly-acquired business.  
  
We expect to continue to target growth through earnings enhancing acquisitions 
and following the proposed restructure of our balance sheet, we expect to be 
well positioned to raise new capital to deploy in the acquisition of new 
customers and products in order to enhance earnings.   
  
In recent months we have been particularly encouraged by our successes in 
cross-sales of our growing product range to existing customers. During the 12 
month period to April 2009, we secured cross-sales contracts valued at more than 
£7 million. This is contracted and recurring revenue and delivers a new level of 
earnings visibility to the Group. During the year we profiled our expanded 
customer base and estimated that our existing customers are spending a total of 
over £80 million on telecoms services that SpiriTel could potentially provide 
from our current product portfolio. Although rapidly growing, our penetration of 
this spend is currently less than 15% which illustrates the upside opportunity 
which we intend to exploit by deploying our successful cross-selling strategy.   
  
Acquisitions  
  
SpiriTel continued its recent series of acquisitions this year with the purchase 
of ED Communications, which added approximately 700 business customers who were 
rapidly integrated into our Networks line of business. This acquisition provides 
a typical example of how the Group is now able to bolt on a customer base 
efficiently and then enhance its contribution through cost synergies and 
cross-selling. The total consideration for this company will total £1.4 million, 
including earn out.  
  
The full year contribution from mobile business WN1, acquired in April 2008, 
proved even more successful than we had hoped and this line of business 
continues to deliver strong organic growth. WN1 is highly profitable and, by 
adding a range of mobile voice and data services, the transaction completed our 
integrated product portfolio. Since the year end, converged voice and data 
mobile solutions have grown to over one third of our total mobile sales. Not 
only are we delighted with the earnings contribution from WN1, now integrated as 
SpiriTel Mobile, but the mobility offering is a differentiator in comparison to 
many competitors who are limited to a fixed line offering.   
  
During the year we looked closely at a number of acquisition opportunities, 
including several larger companies. We believe we have demonstrated our ability 
to grow shareholder value from the selective addition of bolt on acquisitions 
and we continue to actively pursue opportunities which deliver short-term 
earnings enhancement benefits and cross-sell opportunities.   
  
Operations  
  
SpiriTel's customer base now numbers some 2,300 separate accounts for business 
and public sector companies and organisations. Greater customer numbers result 
in increased cross-selling opportunities and although we focus on larger 
customers more than many of our competitors, the size of the base is an obvious, 
yet important key performance indicator for the Business Division. The current 
customer base is 53% larger than at April 2008 and 227% above 2007 levels.   
  
Our customers are served by our two complementary Divisions: SpiriTel Business 
and SpiriTel Technologies - working alongside and supporting each other. The 
Business Division has three lines of business: IP Communications, Networks and 
Mobile. SpiriTel IP Communications provides an advanced range of IP networking 
services to business customers alongside traditional structured cabling, 
equipment and maintenance services. SpiriTel Networks offers fixed line services 
including calls, lines and broadband. SpiriTel Mobile provides mobile voice and 
data services, including BlackBerry and other converged voice and data 
services.  
  
Whilst ensuring our team delivers an exceptional level of customer service, 
during the year we have focused on cost control and despite the EDC acquisition 
and the associated addition of 700 new customers staff numbers have only risen 
to 109 at the year end. (2008: 104). We continue to offer nationwide engineering 
coverage to our customers along with 24/7/365 support. We have also been able to 
reduce our cost base through the utilisation of our own technological expertise 
in the remote management of customer sites. Over 70% of customer faults reported 
to our IP Communications service team are now fixed remotely from our operations 
centres in London and Wigan, with no employee visit to the customer's site being 
required.   
  
A key aspect of our Business Division is its ability to act as a one stop shop 
for business customers by providing a fully integrated product offering. Whilst 
we remain cautious on heavy investment in the research and development of new 
technology, our strategic partnerships with leading vendors such as O2 and Mitel 
enable us to remain well positioned to capitalise on the rapidly changing 
telecoms market.   
  
Of particular note is the continued growth of our hosted VoIP offering, where 
extensions sold and supported grew by 86% over the year. Major contract wins 
included hosted VoIP, as part of a managed services contract, across Young & Co 
Brewery's estate and SpiriTel's success was recognised when we won the VoIP 
Solution of the Year award in October 2008 at the National Comms Business 
Awards. SpiriTel also won a number of other industry awards over the past year 
and continues to build on the excellent relationships that we have forged with 
industry leading partners including 02, BlackBerry and Mitel. Our newly acquired 
Mobile business also achieved 02 Centre of Excellence status in August 2008.   
  
To support integration of acquisitions and ensure we maximise the cross-sell 
opportunity for all acquired customer bases, we implemented a Group-wide CRM 
facility during the year. Following several notable cross-selling wins in early 
2009, we achieved our largest cross-sale to date in May 2009, a 30 month network 
services deal with a global hotel group that is expected to generate up to £4 
million in revenue over the contract term. The deal involved SpiriTel replacing 
BT, that still has an estimated 50% total market share, as supplier. The 
contract win provides evidence of our ability to service major corporates as 
well as our 2,300 SME customers and also illustrates clearly the steps we are 
taking to maximise the significant cross-sell opportunities we are identifying. 
  
  
  Summary and outlook  
  
The year to 30 April 2009 was a year of significant progress for SpiriTel. We 
delivered strong revenue growth and an even greater uplift in underlying 
EBITDA*. We also continued to gain widespread recognition for the quality of our 
IP-based services and the innovation we have demonstrated in the delivery of 
converged communications services.   
  
Our strategy of targeted acquisitions which bring immediate earnings 
enhancement, and ongoing cross-sell opportunities, has seen revenue and profits 
rise substantially in the past year, as we start to benefit from full 
contributions from acquisitions. We have a highly scalable model where we can 
bolt on new, earnings enhancing assets whilst maintaining the delivery of 
consistent organic growth.  
  
Whilst we have felt the challenges of a severe economic downturn and more 
specifically an ongoing, declining profitability in the wholesale markets, the 
contribution from our rapidly growing Business Division is very encouraging. We 
have demonstrated our ability to enhance earnings through acquisitions, followed 
up by significant cross-selling successes from our range of converged products 
and services into both new and existing customer bases. Although we are not 
immune to the impact of a recessionary economic environment, our product set is 
naturally defensive and our downside exposure is mitigated. We are witnessing a 
renewed and growing interest in cost savings that are prompting new sales 
opportunities. Our ability to add value to our customers through innovative and 
cost effective solutions, gives us confidence about our prospects through the 
economic downturn.  
  
SpiriTel has an experienced and energised management team, and a highly skilled 
and committed staff who have together proved their ability to execute strategy. 
The foundations are in place to deliver ongoing value to shareholders and I look 
forward to the coming year with confidence.  
  
Alastair Mills  
  
Chief Executive  
  
30 September 2009  
  
* Operating profit after adding back charges for depreciation, amortisation, 
share-based payments and exceptional costs.  
  
  CONSOLIDATED INCOME STATEMENT  
  
Year ended 30 April 2009  
  
 
                                               2009 £000   2008 £000  
  Continuing operations                                               
  Revenue                                      19,718      16,674     
  Cost of sales                                (12,087)    (10,259)   
  Gross profit                                 7,631       6,415      
  Administrative expenses                      (8,280)     (7,261)    
  Underlying EBITDA                            1,514       938        
  Depreciation                                 (212)       (180)      
  Share-based payments                         (204)       (190)      
  Exceptional costs                            (663)       (620)      
  Amortisation of other intangible assets      (1,084)     (794)      
  Operating loss                               (649)       (846)      
  Operating loss                               (649)       (846)      
  Finance income                               -           5          
  Finance costs                                (1,059)     (3,206)    
  Loss before taxation                         (1,708)     (4,047)    
  Tax credit                                   774         289        
  Loss for the financial year                  (934)       (3,758)    
  Loss per share in pence                                             
  Basic and diluted                            (0.16)      (1.19)     
  
  
  CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY  
  
 
                                                          Share capital £000   Share premium £000   Reverse acquisition reserve  £000   Other reserves £000   Retained  losses £000   Total £000  
  Balance at 1 May 2007                                   3,162                4,550                (5,763)                             97                    (6,107)                 (4,061)     
  Loss and total recognised loss for the financial year   -                    -                    -                                   -                     (3,758)                 (3,758)     
  Credit for equity-settled share-based payments          -                    -                    -                                   190                   -                       190         
  Equity component of compound financial instruments      -                    -                    -                                   333                   -                       333         
  Transfer between reserves                               -                    -                    -                                   (55)                  55                      -           
  Balance at 30 April 2008                                3,162                4,550                (5,763)                             565                   (9,810)                 (7,296)     
  Loss and total recognised loss for the financial year   -                    -                    -                                   -                     (934)                   (934)       
  Credit for equity-settled share-based payments          -                    -                    -                                   204                   -                       204         
  Issue of share capital (net of expenses)                3,114                385                  -                                   -                     -                       3,499       
  Modification and conversion of financial instruments -  -                    -                    -                                   1,545                 -                       1,545       
  equity component                                                                                                                                                                                
  Transfer between reserves                               -                    -                    -                                   (349)                 349                     -           
  Balance at 30 April 2009                                6,276                4,935                (5,763)                             1,965                 (10,395)                (2,982)     
  
  
  CONSOLIDATED BALANCE SHEET  
  
As at 30 April 2009  
  
 
                                                           2009 £000   2008 £000  
  Assets                                                                          
  Non-current assets                                                              
  Goodwill                                                 5,695       5,292      
  Other intangible assets                                  4,484       4,392      
  Property, plant and equipment                            696         438        
                                                           10,875      10,122     
  Current assets                                                                  
  Inventories                                              384         353        
  Trade and other receivables                              2,493       2,151      
  Cash and cash equivalents                                -           1,058      
                                                           2,877       3,562      
  Total assets                                             13,752      13,684     
  Current liabilities                                                             
  Trade and other payables                                 (4,471)     (4,595)    
  Borrowings                                               (1,536)     (457)      
  Obligations under finance leases                         (61)        (84)       
  Current tax payable                                      (36)        (442)      
                                                           (6,104)     (5,578)    
  Non-current liabilities                                                         
  Trade and other payables                                 (116)       (432)      
  Borrowings                                               (9,468)     (13,603)   
  Obligations under finance leases                         -           (55)       
  Deferred tax liabilities                                 (1,046)     (1,312)    
                                                           (10,630)    (15,402)   
  Total liabilities                                        (16,734)    (20,980)   
  Net liabilities                                          (2,982)     (7,296)    
  Equity attributable to equity holders of the parent                             
  Capital and reserves                                                            
  Share capital                                            6,276       3,162      
  Share premium                                            4,935       4,550      
  Reverse acquisition reserve                              (5,763)     (5,763)    
  Other reserves                                           1,965       565        
  Retained losses                                          (10,395)    (9,810)    
  Total equity                                             (2,982)     (7,296)    
  
  
  CONSOLIDATED STATEMENT OF CASH FLOWS  
  
Year ended 30 April 2009  
  
 
                                                     Note   2009 £000   2008     
                                                                        £000     
  Cash flows from operating activities                                           
  Loss before taxation                                      (1,708)     (4,047)  
  Adjustments for:                                                               
  Net finance costs                                         1,059       3,201    
  Depreciation and amortisation                             1,296       974      
  Impairment of tangible fixed assets                       -           64       
  Impairment of intangible fixed assets                     113         -        
  Impairment of goodwill                                    199         -        
  (Increase)/decrease in inventory                          (31)        63       
  Increase in receivables                                   (146)       (17)     
  (Decrease)/increase in payables                           (1,168)     617      
  Equity-settled share-based payments                       204         190      
  Interest paid                                             (230)       (135)    
  Cash (used in)/from operating activities                  (412)       910      
  Income taxes paid                                         (259)       -        
  Net cash (used in)/from operating activities              (671)       910      
  Cash flows from investing activities                                           
  Acquisition of subsidiaries net of cash acquired   2      (797)       (998)    
  Payment of deferred and contingent consideration          (382)       (1,227)  
  Purchase of property, plant and equipment                 (470)       (229)    
  Net cash used in investing activities                     (1,649)     (2,454)  
  Cash flows from financing activities                                           
  Net proceeds from issue of share capital                  333         -        
  Proceeds from borrowings (net)                            480         2,347    
  Payment of finance lease liabilities                      (78)        (67)     
  Net cash from financing activities                        735         2,280    
  Net (decrease)/increase in cash and equivalents           (1,585)     736      
  Cash and equivalents at beginning of year                 1,058       322      
  Cash and equivalents at end of year                       (527)       1,058    
  
  
  NOTES TO THE FINANCIAL INFORMATION   
  
1. Basis of preparation  
  
The financial information in this preliminary announcement has been prepared in 
accordance with International Financial Reporting Standards (IFRS), as adopted 
by the European Union (EU) under the accounting policies set out in the 
financial statements of Spiritel plc for the year ended 30 April 2008. These 
accounting policies have remained unchanged for the financial year ended 30 
April 2009.  
  
This financial information has been prepared under the historical cost 
convention, except for the revaluation of certain financial instruments. The 
financial information set out in this announcement does not constitute the 
Group's statutory accounts for the years ended 30 April 2009 or 30 April 2008, 
but is derived from those accounts. Statutory accounts for 2008 have been 
delivered to the Registrar of Companies and those for 2009 will be delivered 
following the Company's Annual General Meeting. The auditors have reported on 
those accounts and their reports were unqualified.   
  
2. Business combinations  
  
On 4 August 2008, SpiriTel plc acquired 100% of the issued share capital of ED 
Communications Limited, a company based in the UK. The total cost includes the 
components stated below. The purchase price was settled in cash.   
  
 
                                                              £000   
  Purchase price                                              800    
  Contingent consideration under earn out agreement payable   90     
  in cash (discounted)                                               
  Deferred consideration payable in cash (discounted)         426    
  Due diligence fees                                          36     
  Other professional fees                                     54     
                                                              1,406  
  
  
A maximum of £1,700,000 of consideration may become payable depending on the 
level of gross profit achieved by the business during July 2009. In the opinion 
of the Directors, the likely amount of contingent consideration payable is 
£100,000.  
  
The assessment of the fair values of the assets and liabilities of ED 
Communications Limited for each class of the acquiree's assets and liabilities 
recognised at the acquisition date are as follows:  
  
 
                                                        Book value  £000   Fair value adjustments £000   Fair value to the Group £000  
  Intangible fixed assets identified                    -                  1,289                         1,289                         
  Property, plant and equipment                         97                 (97)                          -                             
  Trade and other receivables                           196                -                             196                           
  Cash and cash equivalents                             44                 -                             44                            
  Total assets                                          337                1,192                         1,529                         
  Trade payables                                        (53)               -                             (53)                          
  Other taxes                                           (40)               -                             (40)                          
  Other payables                                        (175)              -                             (175)                         
  Deferred tax                                          -                  (361)                         (361)                         
  Total liabilities                                     (268)              (361)                         (629)                         
  Net assets acquired                                   69                 831                           900                           
  Goodwill arising on the acquisition                                                                    506                           
  Consideration                                                                                          1,406                         
  Satisfied by:                                                                                                                        
  Cash                                                                                                   890                           
  Deferred and contingent consideration to be settled                                                    516                           
  in cash (discounted)                                                                                                                 
                                                                                                         1,406                         
  
  
Goodwill on the acquisition of ED Communications Limited is largely attributable 
to the cross-selling opportunities.  
  
During the period from the date of acquisition to 30 April 2009, ED 
Communications Limited generated revenue of £1,121,000 and an operating profit 
of £287,000. Due to the lack of IFRS specific data for ED Communications Limited 
prior to its acquisition, the pro-forma revenue and profit of the Group, had 
this acquisition taken place on 1 May 2008, have not been disclosed as they 
cannot be reliably determined.  
  
Reconciliation to the consolidated statement of cash flows:  
  
 
  Cash consideration                                          890   
  Cash and cash equivalents acquired                          (44)  
  Refund of WN1 Limited consideration - completion accounts   (49)  
  adjustments                                                       
  Net cash flow arising on acquisitions                       797   
  
  
3. Post balance sheet events  
  
During September 2009, the Company entered into an agreement with Penta Capital 
LLP, the manager of the Penta Funds, for the modification of the conversion 
terms attaching to the Penta loans, loan notes and redeemable preference shares. 
The agreement is conditional upon the following:  
  
 
 * the granting of a waiver by the Panel on Takeovers and Mergers of the 
requirement under Rule 9 of the City Code on Takeovers and Mergers, that would 
otherwise arise on Penta Fund 1 Limited Partnership and Penta Fund 1 SP Limited 
Partnership (the "Penta Funds"), to make a general offer to shareholders of the 
Company as a result of the allotment of new ordinary shares to the Penta Funds 
which would take the aggregate holding of the Penta Funds to greater than 50% of 
the issued ordinary share capital. 
 * a review of the conversion terms by the Company's nominated adviser and 
confirmation that the directors consider the terms of conversion are fair and 
reasonable so far as the SpiriTel shareholders are concerned 
 * approval of the waiver and modification of the conversion terms by the 
ordinary shareholders at an Extraordinary General Meeting.  
  
Subject to shareholder approval at an Extraordinary General Meeting:   
  
 
 * all of the current rights to convert the Company's indebtedness to the Penta 
Funds into ordinary shares will lapse immediately 
 * all of the current rights to interest on the Company's indebtedness to the 
Penta Funds will lapse immediately 
 * the Penta Funds will immediately convert up to £6.85 million of the Company's 
indebtedness into ordinary shares of the Company at the price of 0.6p per 
ordinary share so that, following this conversion, the Penta Funds aggregate 
holding will represent up to 82.3% of the Company's issued ordinary share 
capital.  
  
Copies of the Annual Report and Accounts will be posted to shareholders shortly. 
Copies are available from the Company's head office at 18 King William Street, 
London EC4N 7BP. It will also be possible to download the Annual Report and 
Accounts from the Group's website www.spiritel.com  
  
 
This information is provided by RNS  
  
The company news service from the London Stock Exchange  
  
  END  
  
FR VBLFXKKBFBBX