Half Yearly Report

Released: 11 Nov 2015 07:00

RNS Number : 2691F
TalkTalk Telecom Group PLC
11 November 2015
 



 

11 November 2015

TalkTalk Telecom Group PLC

Interim results for the 6 months to 30th September 2015

·      Strong acceleration in growth with Q2 revenues up 5.9% (H1: +4.7%)

·      176,000 Revenue Generating Units added in period: +12.2% year-on-year

·      Growing quad-play and fibre penetration in base: mobile 16%; TV 39%; fibre 16%

·      On track to deliver FY16 in line with current market expectations pre-cyber attack impact  

·      Interim dividend raised 15% to 5.29p (H1 FY15: 4.60p)

·      Material EBITDA growth in H2 and lower net debt;  expect to grow final dividend by 15%

Cyber Attack

·    Significantly fewer customers affected than initially feared

·    Customer facing online sales and service channels now back in operation

·    One-off financial impact estimated at £30m-£35m

·    Offering all customers the choice of a free upgrade

H1 Financial Highlights

·      Total revenue up 4.7% to £912m (H1 FY15: £871m); Q2 +5.9%

·      On-net revenue up 7.6% (Q2 +8.9%), Corporate revenue up 6.2% (Q2 +6.7%)

·      Headline EBITDA1 £90m (H1 FY15: £110m)

·      Operating Free Cashflow £38m (H1 FY15: £44m)

1 Excluding exceptional items and amortisation of acquisition intangibles

H1 Operating Highlights

·      On-net ARPU up 6.1% to £28.08 (H1 FY15: £26.45)

·      On-net churn 1.5% (H1 FY15: 1.4%)

·      On-net Broadband base down 80k after 72k disconnections for non-paying customers

·      Underlying on-net net adds -8k (positive in Q2)

·      Mobile net adds +132k, Fibre +99k, TV +25k

Dido Harding, Chief Executive of TalkTalk commented:

We have delivered H1 results in line with our plan and revenue growth accelerated strongly through the second quarter.  We have a robust plan to deliver a significant step-up in profits in H2, underpinned by the benefits of our transformation programme coming through strongly.

We have recently been able to confirm that far fewer people were impacted by the attack than originally feared. However, TalkTalk takes the security of customers' data extremely seriously and we are taking significant further steps to ensure our systems are protected, as well as writing to all our customers outlining what we are doing to keep their data safe. In recognition of the unavoidable uncertainty, and because we know that doing what is right for our customers will ensure the best possible outcome for the company over the longer term, we are today announcing the offer of a choice of free upgraded services to all our customers.

TalkTalk is well established as the value for money provider in the fast growing quad play market and, notwithstanding the recent attack, remains well positioned to deliver strong and sustainable long term growth.

Presentation and Q&A                

9.00am - 10.30am

Roundabout Room, M by Montcalm, 151-157 City Road, EC1V 1JH

Dial-in:                                                 

+44 (0) 20 3003 2666

Replay (available for 7 days)

UK & International                        

+44 (0) 20 8196 1998 PIN code 2737849

Webcast: http://www.talktalkgroup.com/investors/results-centre

Enquiries

Investor Relations   

Mal Patel                      +44 (0) 20 3417 1037

Media

Isobel Bradshaw        +44 (0) 75 8470 8351



 

OUTLOOK

We remain confident of delivering FY16 results in line with current market expectations (pre the cyber attack) from continued strong revenue growth, improving gross margin and lower operating costs. 

While it is too early at this stage to assess the wider impact of the cyber attack on the business, early data on churn and retention activity in the days since the attack is encouraging.  Based on the exceptional and one-off costs including the revenue impact from the loss of online sales and service capability associated with the attack, we currently expect a financial impact of £30m-£35m in FY16.

We remain confident in a material increase in profits in FY17 and beyond, driven in part by the contribution made by Making TalkTalk Simpler and the significant step up in profits as we exit the current financial year.

SUMMARY FINANCIALS

 

Headline Profit & Loss (£m)

6 months ended

30 September 2015

6 months ended

30 September 2014

 

Change

Revenue

912

871

4.7%

EBITDA (1)

90

110


EBITDA margin

9.9%

12.6%


Profit after tax (1)

11

27


Earnings per share

1.2p

2.9p


Dividend per share

5.29p

4.60p

15.0%

 

 

Headline Cash flow (£m)

6 months ended

30 September 2015

6 months ended

30 September 2014

 

 

EBITDA (1)

90

110


Working capital

32

(11)


Capital expenditure

(84)

(55)


Operating free cashflow (2)

38

44


Interest

(11)

(13)


Free cash flow

27

31


Exceptional items

(33)

(11)


Acquisitions

(12)

(5)


ESOT share disposal

61

1


Dividends

(85)

(74)


Net Debt

631

555


Net Debt/EBITDA (LTM)

2.80x

2.25x


(1) Excluding exceptional charges and amortisation of acquisition intangibles

(2) Operating free cash flow is stated before exceptional costs

 

Statutory Profit & Loss

6 months ended

30 September 2015

6 months ended

30 September 2014

 

 

EBITDA (£m)

73

101


EBIT (£m)

3

32


Profit / (Loss) before tax (£m)

(8)

20


Profit / (Loss) after tax (£m)

(7)

15


Earnings per share (p)

(0.7)

1.6


 

 

H1 FY16 BUSINESS REVIEW

 

SUMMARY - Results in line with plan

In line with our plan to deliver 5% growth for FY16, revenue accelerated through H1 with Q2 growth of 5.9% resulting in growth for the half of 4.7%.  On-net revenue growth accelerated from 6.2% in Q1 to 8.9% in Q2, with overall H1 growth of 7.6%. ARPU also grew strongly during the half (+6.1%) driven by a 12.5% growth in revenue generating units per customer and pricing.  Together with Corporate revenue growth in the half of 6.2%, this more than offset the year-on-year impact on Off-net revenues from the disposal at the end of last year, of our Consumer off-net broadband base.

H1 EBITDA of £90m (H1 FY15:  £110m) was impacted by a significant planned investment in our transformation programme Making TalkTalk Simpler ("MTTS").

We expect a significant step up in EBITDA in H2 and accordingly the Board has recommended an increase of 15% in the interim dividend to 5.29p (H1 FY15: 4.60p).

BROADBAND - Improvement in underlying net adds during Q2

The broadband base has traditionally included both on-net and off-net customers across both our retail and wholesale business.

On 31 March 2015 we announced the disposal of the off-net consumer broadband base to Fleur Telecom, and as a result of this transaction TalkTalk is no longer active in the off-net consumer market.  We retain a small number (c90k) of off-net customers through our wholesale relationships in TalkTalk Business, but for the purposes of external reporting, we will no longer report the off-net base. 

As part of the Making TalkTalk Simpler programme, we have made a number of changes to the credit terms offered to our customers, bringing them into line with the wider industry. As a result of making this change we have disconnected from the base, 72k customers with credit terms exceeding 90 days resulting in an annualised cost saving of c£6m.

This adjustment reduces our opening on-net position from 4.18m customers on 1 April 2015 to 4.11m, comprising 3.37m retail customers (residential consumers and small businesses) and 0.73m wholesale customers.

In total the on-net base fell by 80,000 during the half, after disconnecting 72,000 non-paying customers as a result of changing our late payment policy from 180 days to 90 days.  On an underlying basis, net adds fell by 8,000.

As indicated at the time of our Q1 trading update in July, UK broadband market volumes were softer than in previous years, with promotional activity more intense.  Against this background we focused our selling efforts on cost-effective customer acquisitions only, with a resultant softening of gross add volumes.  With churn remaining stable during the quarter this led to lower Q1 net adds than in previous quarters. 

Q2 saw a return to more normalised market volumes and as a result we chose to participate more actively in the market and net adds growth recovered, helped by the migration of the remaining Virgin customers and some Tesco customers.



 

CHURN - Modestly up year-on-year but trend improving

Against a background of more intensive promotional activity, on-net churn across the half was higher at 1.5% than in the same period a year ago (1.4%).  Within this, we continued to see materially lower churn amongst customers taking TV, mobile and fibre in addition to their phone and broadband connectivity. 

Whilst we expect some near term impact on churn from the cyber attack in October, we remain confident of the prospect of material improvements over the longer term, from two key drivers: growing take-up of additional products such as TV, mobile and fibre, and from the fundamental transformation of customers' experience that Making TalkTalk Simpler is delivering.

MOBILE - Fast growing quadplay penetration

The mobile base grew strongly in H1 with 132,000 net adds taking the total base to 596,000 customers, 16% of the base vs 10% a year ago. Our Unlimited SIM, launched during the summer with a market leading promotional price of £12 per month, was particularly successful and has provided valuable insights into the demand patterns and behavioural characteristics of the fast growing SIM only market.  This, together with continued take-up of their bundled SIMs by our Plus TV customers, and further growth across our other value for money SIMs, helped drive our share of the new acquisitions SIM only market to 14.4% in H1 (FY15 H2: 10.3%).

We expect the economics of our mobile proposition to improve materially when we migrate customers from Vodafone to Telefonica.  We began the build of our new billing system during H1. Testing on the migration process has begun and we currently expect live customer migrations to begin in Q1 FY17. At that time we shall be able to offer 4G and national roaming services, and extend our mobile proposition to business customers.

We remain confident about the longer term prospects for our mobile business.  During FY17 we will complete the build of our own core network systems for the Telefonica MVNO, which will give us greater control over customer propositions and traffic management, driving further improvement in the economics. 

Beyond FY17, we see opportunities to scale the base materially, beginning with the roll-out of femto cells to drive down traffic costs across an inside-out network, and potentially building a larger macro-cell network depending on the regulatory remedies that might become available from consolidation in the sector.

FIBRE - Continuing strong growth with 99,000 net adds

We added 99,000 net new fibre customers during the half, taking the base to 578,000, 16% of customers vs 8% a year ago.  Demand has been helped by the introduction of our self-install option, with over 90% of H1 connections being self-install. 

We have made good progress with Ultrafast, our fibre to the premise trial in York with 262 triallists signed up from the 3,328 homes in the first phase of the build and registrations from the wider build area covering 6,000 homes, running at 50 per week.

TV - Integration of Blinkbox driving expanded capabilities

We added 25,000 new TV customers during the half, taking the total base of triple-play customers to 1.4m - 39% of the base vs 33% a year ago.  The lower volume of net adds reflects our disciplined trading approach during the half, in which we focused on driving lower CPA Mobile and Fibre customers against the backdrop of a more intensely promotional market in broadband and TV.



 

TALKTALK BUSINESS - Delivering profitable growth

TalkTalk Business generated over £550m of revenues in FY15 (over 30% of group revenues), at a gross margin of just under 40%. As such it is a significant, profitable and fast growing part of the group. TalkTalk Business ("TTB") offers a wide range of voice and data connectivity products to customers ranging from SoHo and SME businesses to multi-site national enterprises.  In addition through its partner channel, TTB is one of only two network providers in the UK to offer wholesale phone and broadband services across 95% of the UK to independent ISPs such as the Post Office and Utility Warehouse.

TTB is organised around products and channels to market. Through its Direct channel, TTB offers Business Broadband and high value Ethernet circuits, Legacy Voice, and Next Generation Voice services.  Through its Partner and Managed Wholesale Services channels, TTB generates wholesale data and voice revenues through long term relationships, several of which are multi-year contracts, primarily for the supply of consumer and small business phone and broadband services.  Carrier revenues are generated from the trading of voice-interconnect minutes. 

For external reporting purposes we include TalkTalk Business's revenues in the Group's reporting framework of On-net, Off-net and Corporate. This reflects our view of the key value drivers of our core phone and broadband connectivity business: customers that are on our network irrespective of whether they are directly acquired retail customers, or the customers of other ISPs with whom we have wholesale relationships, and therefore allow us to leverage our scale and efficiency.

Corporate

Corporate comprises data, carrier, legacy and next generation voice products, sold directly and via wholesale relationships, to systems integrators, enterprise customers and voice network operators. 

Our suite of data products, which are typically subject to multi-year contracts comprising Ethernet and Ethernet First Mile products offer competitively priced high speed connectivity that exploits our significant network capability and reach.  Data revenues generate returns significantly in excess of the group average and with 15% growth in H1 FY16, are the fastest growing product set in Corporate.  We have a significant and accelerating pipeline of data connections although conversion is dependent on BT Openreach performance, which to date has driven a substantial increase in the backlog of connections.

Carrier generated revenues of £55m in the half (+34% year-on-year).  While carrier revenues tend to be variable in nature, they are profitable, with gross margins of around a quarter of the group average but minimal costs below gross profit.

Voice comprises declining legacy revenues and our newly launched, next generation voice product powered by our recent tIPicall acquisition.  Voice revenues declined 11% year-on-year in H1.  We expect the rate of decline to moderate as the next generation services start to gain traction. tIPicall gives TTB class leading capability in the B2B VOIP (SIP) market and we expect to take a significant share of this growing market as it consolidates from 60+ players. 

On-net

The on-net base in TTB comprises directly acquired SoHo and SME phone and broadband customers, and the wholesale customers of other ISPs such as the Post Office and Utility Warehouse. The wholesale base of 770k customers accounts for c19% of the group's total on-net base and offers strong fibre and mobile cross-sell growth opportunities for the group.

Wholesale is a profitable channel for the group.  While ARPU and gross margin are below the group average, EBITDA margins are comparable to that of the Consumer business because of minimal costs to sell, costs to serve and SAC expense.  In addition, these customers provide stable long term revenues through our contractual relationships with their ISPs.



 

Off-net

As part of our comprehensive service to wholesale customers we provide a range of off-net products to those customers in TTB who are outside our network. 

MAKING TALKTALK SIMPLER

Making TalkTalk Simpler ("MTTS") is our wide ranging transformation programme that will deliver material improvements to our customers' experience, drive significant operating cost savings, reduce SAC through lower churn and CPA and ultimately, create a simpler business which in turn will enable sustainable revenue growth through a transformed brand reputation.

MTTS consists of five key work streams focused on driving simplification of our network model, improving our fault management and order provisioning journeys, enhancing omni-channel service and improving credit and billing processes. The programme is expected to take until the end of FY17 to complete and we expect it to deliver annualised cost savings in excess of £90m across our cost of sales, operating cost and SAC lines through FY16 and FY17.

We made significant progress on all five work streams in H1, achieving £6m of cost savings and exited the period having completed most of the work required to deliver the full year benefits for this year. We plan to complete c70% of the work required to achieve next year's benefit by the time we exit this financial year and to achieve financial benefits of £25m-£30m in H2.

The recent cyber attack, highlights the need to put customers first and to build simplified, resilient processes. MTTS remains at the heart of this process and whilst we may need to reprioritise some of our technology work streams over the coming months, we do not expect the scale of financial benefits available to change.

CYBER ATTACK

On 23rd October we informed customers that we had been the subject of a criminal cyber-attack that may have led to the theft of data including customer names and email addresses, credit and debit card details, and bank account information.  On the basis of the information we had at the time, we informed all our customers of the attack and the potential risk to their data. We took this decision so we could warn all our customers and help protect them, in advance of being able to identify who was directly affected.

Following forensic analysis of the attack, we were able to confirm that 4% of TalkTalk customers have any personal data at risk:

·     The total number of customers whose personal details were accessed was 156,959;

·     Of these customers, 15,656 bank account numbers and sort codes were accessed;

·     28,000 obscured credit and debit card numbers were accessed but cannot be used for financial transactions, and were 'orphaned', meaning that customers cannot be identified by the stolen data.

The Metropolitan Police have launched a criminal investigation into the attack, and the Board has launched an independent review led by James Powell, an independent non-executive director.

We are confident that putting our customers first by ensuring the security of their data and rewarding their loyalty is the right thing to do for the business and our shareholders, and will in time, more than mitigate any lasting impact of the attack.  We have already contacted all directly affected customers, and we are writing to all our customers regardless of whether they were directly affected or not to explain what we are doing to protect their data going forward, and offering them the choice of a free upgrade from 1st December.

Based on the exceptional and one-off costs including the revenue impact from the loss of online sales and service capability associated with the attack, we currently expect a financial impact of £30m-£35m in FY16.



 

H1 FY16 FINANCE REVIEW

REVENUE

Revenue for the period increased by 4.7% year-on-year to £912m (H1 FY15: £871m), with strong growth in On-net revenues (7.6%) and Corporate revenues (6.2%) offsetting a 41.3% decline in Off-net revenues.  Growth accelerated through the half with Q2 revenues up 5.9% (On-net +8.9%, Corporate +6.7%).

On-net revenue growth was driven by ARPU growth in H1 of 6.1% from pricing and proposition, and an increased penetration of Revenue Generating Units per customer (from 1.46 in H1 FY15 to 1.64), offset by declining voice usage and mix.

Corporate revenue growth benefited from continuing growth in Data revenues (+15% year-on-year) and Carrier (+34% year-on-year), offset by a reduction in Legacy Voice revenues of 11% year-on-year.

The decline in Off-net revenues reflects the impact of the sale of our off-net Consumer broadband base to Fleur Telecom on 31 March 2015.

OPERATING COSTS

Operating costs increased by £28m in the period to £245m.  We incurred costs related to MTTS, continued to invest in expanding our network capacity, and invested further in innovation.

Infrastructure costs including IT and network costs increased £13m in the period reflecting our ongoing investment in security, capacity and customer usage; with our other innovation projects, principally ultrafast fibre and mobile, seeing a £5m increase in operating costs from systems development.

In order to achieve planned savings from MTTS we incurred a combination of restructuring costs which were treated as exceptional charges, and also incremental operating costs. A total of £15m of one-off costs were incurred in the period, related to double running elements of our property and contact centre estate, adding new capabilities to our workforce and implementing changes to our credit and disconnection policy.  These costs are expected to reduce materially in H2.

The MTTS programme delivered £6m of savings in the period and remains on track to deliver an incremental c£21m of operating cost savings in H2, out of total forecast savings across the P&L for the full year of £31m-£36m.  

SAC

SAC and marketing costs, at £152m were flat period on period with lower broadband and TV connections offset by the growth in fibre and mobile.  The fibre base grew by 88% year on year in the period, with the successful deployment of self-installation driving in a net reduction in fibre SAC.  In total 94% of fibre customers (H1 FY15: 4%) are now using self-install.

Mobile also expanded significantly in the period with SAC costs up although at a lower Cost Per Add as a result of higher numbers of SIM-only customers in the mix.

We expect to see material savings in SAC during the second half from MTTS, Cost Per Add and volume benefits, and by changes in a number of our distribution channels.

EBITDA

EBITDA decreased 18% year-on-year to £90m (H1 FY15: £110m) with EBITDA margin decreasing to 9.9% (H1 FY15: 12.6%), as a result of increased operating costs in H1 offsetting the impact of revenue growth in the period.



 

Exceptional items and amortisation of intangibles

Exceptional Items

1. Making TalkTalk Simpler - We incurred £19m of exceptional costs in H1 related to delivering MTTS, and expect full year exceptional costs for the programme to be c£30m.

2. Acquisitions and disposal - at 31 March 2015, the group provided £10m in relation to the costs of migrating the Tesco and Virgin Media broadband customers onto the TalkTalk network. In total £7m of costs were incurred in the period, primarily in relation to the Tesco and Virgin Media migrations.

During the period we completed the Virgin Media broadband migration and in line with the contractual terms adjusted the purchase consideration to take account of the final number of customers which had been successfully migrated. A credit of £3m was recognised in exceptional income, which was partially offset by £1m of costs related to the sale of the off-net base to Fleur Telecom.

Amortisation of acquisition intangibles - The amortisation charge in respect of acquisition intangibles remained stable at £5m (H1 FY15: £5m).

PROFIT BEFORE TAX

Profit before tax reduced to (£8m) (H1 FY15: £20m) driven by the increase in operating costs and higher exceptional costs.

TAX

The effective tax rate applied the headline profits remains in line with statutory rates at 20% (H1 FY15: 20%) with the impact of exceptional costs resulting in a statutory tax credit of £1m (H1 FY15: (£5m)).  Consistent with the prior period, the utilisation of tax losses resulted in cash tax being £nil in H1 FY16.

EARNINGS PER SHARE

Headline basic and diluted earnings per share both reduced by 1.7p year-on-year to 1.2p (H1 FY15: 2.9p) and on a statutory basis to (0.7p).

DIVIDEND PER SHARE

The Board has recommended an interim dividend of 5.29p (H1 FY15: 4.60p), which will be paid on 11th December to holders on the record at 20th November , with the ex-dividend date at 19th November.

Headline Cashflow and net debt

Operating free cash flow for H1 was £38m (H1 FY15: £44m) with the impact of lower operating profits offset by a stronger working capital position and the timing of provisions.

During the period we completed the acquisition of tiPicall and agreed the final purchase price for the Virgin Media base. These two transactions together with the on-going funding for the YouView and Ultrafast fibre joint ventures contributed £5m of net cash outflow. 

Capital expenditure increased to £84m (H1 FY15: £55m), of which £18m relates to MTTS, £15m to the development of our new mobile billing platform and the balance to the development of our core systems and network. For the full year we expect capital expenditure to be 7-8% of revenues, including the impact of the investment in the systems supporting mobile and ultrafast fibre.  Looking forward to FY17 we expect underlying capex to return to 6.0%-6.5% of revenues.

Financing activities resulted in a net positive cash-flow of £22m in the period (FY15: outflow of £7m), as the dividend (£85m) and interest charges on our debt (£11m) were offset by an inflow of £61m from the employee share ownership trust (ESOT), which reflects a decision taken by the trustees of the ESOT to reassess the number of shares required to satisfy the ESOT's obligations under the share plans. The ESOT continues to hold 10.2m shares (1.07% of total share capital). 

Net debt increased by £42m in the period to £631m as a result of the phasing of capex and the payment of the final FY15 dividend, which resulted in Net Debt/EBITDA rising from 2.4x at 31 March 2015 to 2.8x at 30 September 2015. Excluding the impact of the cyber attack we expect FY16 Net Debt/EBITDA at the year end to be lower than at the end of H1.



 


TalkTalk Telecom Group PLC

Interim condensed consolidated financial statements

 




Page


 

Interim condensed consolidated income statement

 

1


Interim condensed consolidated statement of comprehensive income

3


Interim condensed consolidated statement of changes in equity

4


Interim condensed consolidated balance sheet

5


Interim condensed consolidated cash flow statement

6


Notes to the interim condensed consolidated financial statements



1

Basis of preparation and accounting policies

7


2

Segmental reporting

7

3

Operating profit

8


4

Exceptional items and Amortisation of acquisition intangibles

8


5

Taxation

10


6

Earnings per share

10


7

Acquisitions and disposals

11


8

Investment in joint ventures

11


9

Share capital

11


10

Provisions

12


11

Equity dividends

12


12

Net debt

13


13

Financial instruments

14


14

Capital commitments

14


15

Contingent liabilities

14


16

Events after the balance sheet date

15







 


Interim condensed consolidated income statement

For the six months ended 30 September 2015

With six months ended 30 September 2014 comparatives

 

 

Notes

2015


2014

Unaudited


Unaudited

Headline results

£m

Exceptional

items and Amortisation of acquisition intangibles*

£m

Statutory results

£m


Headline

results

£m

Exceptional

items and Amortisation of acquisition intangibles*

£m

Statutory

results

£m

Revenue

2

912

-

912


871

-

871

Cost of sales

(425)

-

(425)


(391)

-

           (391)

Gross profit

487

-

487


480

-

480

Operating expenses                                   

(397)

(17)

(414)


(370)

(9)

(379)

EBITDA

90

(17)

73


110

(9)

101

Depreciation


(36)

-

(36)


(42)

-

(42)

Amortisation


(23)

(5)

(28)


(20)

(5)

(25)

Share of results of joint ventures

8

(6)

-

(6)


(2)

-

(2)

Operating profit

3

25

(22)

3


46

(14)

32

Finance costs

12

(11)

-

(11)


(12)

-

(12)

Profit (loss) before taxation

14

(22)

(8)


34

(14)

20

Taxation

5

(3)

4

1


(7)

                 2

(5)

Profit (loss) for the year

11

(18)

(7)


27

(12)

15

 

Attributable to the equity holders of the Parent Company

11

(18)

(7)


27

(12)

15

 

Earnings (loss) per share

Basic (p)

6

1.2


(0.7)


2.9


1.6

Diluted (p)

6

1.2


(0.7)


2.9


1.6

*Details are provided in note 4 to the interim condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of this interim condensed consolidated income statement. All amounts relate to continuing operations.

 

 



Interim condensed consolidated income statement

For the six months ended 30 September 2015

With year ended 31 March 2015 comparatives

 

 

Notes

Six months ended 30 September 2015


Year ended 31 March 2015

Unaudited


Audited

Headline results

£m

Exceptional

items and Amortisation of acquisition intangibles*

£m

Statutory results

£m


Headline

results

£m

Exceptional

Items and Amortisation of acquisition intangibles*

£m

Statutory

results

£m

Revenue

2

912

-

912


1,795

-

1,795

Cost of sales

(425)

-

(425)


(815)

-

           (815)

Gross profit

487

-

487


980

-

980

Operating expenses                                   

(397)

(17)

(414)


(735)

(46)

     (781)

EBITDA

90

(17)

73


245

(46)

199

Depreciation


(36)

-

(36)


(78)

(5)

(83)

Amortisation


(23)

(5)

(28)


(42)

(12)

(54)

Share of results of joint ventures

8

(6)

-

(6)


(8)

-

(8)

Operating profit

3

25

(22)

3


117

(63)

54

Finance costs

12

(11)

-

(11)


(22)

-

(22)

Profit (loss) before taxation

14

(22)

(8)


95

(63)

32

Taxation

5

(3)

4

1


(19)

59

40

Profit (loss) for the year

11

(18)

(7)


76

(4)

72

 

Attributable to the equity holders of the Parent Company

11

(18)

(7)


76

(4)

72

 

Earnings (loss) per share

Basic (p)

6

1.2


(0.7)


8.2


7.8

Diluted (p)

6

1.2


(0.7)


8.1


7.7

*Details are provided in note 4 to the interim condensed consolidated financial statements.

 

 

The accompanying notes are an integral part of this interim condensed consolidated income statement. All amounts relate to continuing operations.

 

 



 

Interim condensed consolidated statement of comprehensive income

For the six months ended 30 September 2015

 


Six months ended

30 September 2015

Six months ended

30 September 2014

Year ended

31 March

2015


Unaudited

Unaudited

Audited

Notes

£m

£m

£m

(Loss) Profit for the period*

(7)

15

72

Other comprehensive income for the period





Items that may be reclassified subsequently to the income statement:





Gains (Losses) on a hedge of a financial instrument*

13

2

(3)

(5)

Currency translation differences**


-

(1)

(1)

Total comprehensive (loss) income for the period, net of tax

(5)

11

66

 

Attributable to the equity holders of the Parent Company

(5)

11

66

*  Recognised within retained earnings and other reserves.

** Recognised within translation reserves.

 

 

The accompanying notes are an integral part of this interim condensed consolidated statement of comprehensive income.

 

 

 

 



 

Interim condensed consolidated statement of changes in equity

For the six months ended 30 September 2015

 






Retained







earnings




Share

Translation

Demerger

and other




capital

reserve

reserve

reserves

Total 


Notes

£m

£m

£m

£m

£m

         £m

At 1 April 2015


1

684

(65)

(513)

  190

297

Total comprehensive loss for the period


-

-

-

-

(5)

(5)

Taxation of items recognised directly in reserves


-

-

-

-

3

3

Sale of own shares                                               

9

-

-

-

-

61

61

Share-based payments reserve credit


-

-

-

-

2

2

Share-based payments reserve debit                   


-

-

-

-

(1)

(1)

Settlement of Group ESOT


-

-

-

-

2

 2

Equity dividends

11

-

-

-

-

(85)

(85)

At 30 September 2015 (unaudited)


1

684

(65)

(513)

167

274

 

 







Retained








earnings




Share

Share

Translation

Demerger

and other




capital

premium

reserve

reserve

reserves

Total 


Notes

£m

£m

£m

£m

£m

£m

At 1 April 2014


1

684

(64)

(513)

239

347

Total comprehensive income for the period


-

-

(1)

-

12

11

Taxation of items recognised directly in reserves


-

-

-

-

2

2

Share-based payments reserve credit


-

-

-

-

1

1

Share-based payments reserve debit                                         


-

-

-

-

(2)

(2)

Settlement of Group ESOT


-

-

-

-

1

1

Equity dividends

11

-

-

-

-

(74)

(74)

At 30 September 2014 (unaudited)


1

684

(65)

(513)

179

286

 

 







Retained








earnings




Share

Share

Translation

Demerger

and other




capital

premium

reserve

reserve

reserves

Total


Notes

£m

£m

£m

£m

£m

£m

At 1 April 2014


1

684

(64)

(513)

239

347

Total comprehensive income for the year


-

-

(1)

-

67

66

Taxation of items recognised directly in reserves


-

-

-

-

(3)

(3)

Share-based payments reserve credit


-

-

-

-

4

4

Share-based payments reserve debit                        


-

-

-

-

(3)

(3)

Settlement of Group ESOT


-

-

-

-

2

2

Equity dividends

11

-

-

-

-

(116)

(116)

At 31 March 2015 (audited)


1

684

(65)

(513)

190

297

 

 

 

The accompanying notes are an integral part of this interim condensed consolidated statement of changes in equity.

 



 

Interim condensed consolidated balance sheet

As at 30 September 2015

 

30 September

2015

30 September 2014

31 March

2015

 

Unaudited

Unaudited

Audited

 

Notes

£m

£m

£m

 

ASSETS



 

Non-current assets





 

Goodwill


498

479

490

 

Other intangible assets


202

138

178

 

Property, plant and equipment


302

287

290

 

Investments in joint ventures

8

10

10

10

 

Deferred tax assets


135

107

130

 

Total non-current assets

1,147

1,021

1,098





 

Cash and cash equivalents


23

14

10

 

Inventories


37

30

31

 

Corporation tax receivable

2

-

1

 

Trade and other receivables


309

266

323

 

Total current assets

371

310

365

 

Total assets

1,518

1,331

1,463

 




 

LIABILITIES AND EQUITY


 

Current liabilities





 

Bank overdraft


-

-

-

 

Trade and other payables


(558)

(447)

(516)

 

Loans and other borrowings


-

-

-

 

Corporation tax liabilities

-

(17)

-

 

Provisions

10

(19)

(1)

(34)

 

Total current liabilities

(577)

(465)

(550)

 




 

Loans and other borrowings


(667)

(574)

(615)

 

Provisions

10

-

(6)

(1)

 

Total non-current liabilities

(667)

            (580)

(616)

 

Total liabilities

(1,244)

         (1,045)

    (1,166)

 





 

Net assets

274

286

297

 





 

Equity




 

Share capital

9

1

1

1

 

Share premium


684

684

684

 

Translation reserve


(65)

(65)

(65)

 

Demerger reserve


(513)

(513)

(513)

 

Retained earnings and other reserves


167

179

190

 

Total equity


274

286

297

 

 

 

The accompanying notes are an integral part of this interim condensed consolidated balance sheet.

 



Interim condensed consolidated cash flow statement

For the six months ended 30 September 2015

Six months ended

Six months ended

Year ended

31 March

2015

30 September

2015

30 September

2014

Unaudited

Unaudited

Audited

Notes

£m

£m

£m

OPERATING ACTIVITIES


Operating profit

3

32

54

Adjustments for non-cash items:


Share-based payments


2

1

4

Depreciation

3

36

42

83

Amortisation

3

28

25

54

Share of losses of joint ventures

8

6

2

8

Profit on disposal of property, plant and equipment

3

-

(1)

(3)

Loss (Profit) on disposal of subsidiaries and customer bases

3

1

-

(5)

Operating cash flows before movements in working capital

76

101

195

Decrease (Increase) in trade and other receivables

18

-

 (44)

Increase in inventory

(6)

(6)

(7)

(Decrease) Increase in trade and other payables

15

(5)

26

(Decrease) Increase in provisions                                                                           10

(16)

(2)

26

Cash generated by operations

87

88

196

Income taxes paid

-

-

(2)

Net cash flows generated from operating activities

87

88

194

 

INVESTING ACTIVITIES


Acquisition of subsidiaries and joint ventures, net of cash acquired


(5)

(5)

(38)

Investment in intangible assets

(49)

(23)

(49)

Investment in property, plant and equipment

(42)

(32)

(67)

Disposal of property, plant and equipment

-

-

4

Cash flows used in investing activities

(96)

(60)

(150)

 

FINANCING ACTIVITIES


Proceeds from sales of own shares, net                                                                                          

63

1

2

Drawdown of borrowings

              

55

79

109

Interest paid                                                                                                             12

(11)

(13)

(22)

Dividends paid

               11

(85)

(74)

(116)

Cash flows generated from (used in) financing activities

22

(7)

(27)

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

13

21

17

Cash and cash equivalents at the start of the year

10

(7)

(7)

Cash and cash equivalents at the end of the year

23

14

10

 

Cash and cash equivalents for the purpose of this statement comprise:


Cash and cash equivalents


23

14

10


23

14

10

 

 

The accompanying notes are an integral part of this interim condensed consolidated cash flow statement.

 



 

Notes to the interim condensed consolidated financial statements

 

1. Basis of preparation and accounting policies

The unaudited interim condensed consolidated financial statements of TalkTalk Telecom Group PLC (the 'Group') for the 6 months ended 30 September 2015 have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' (IAS 34) and thereby in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU).

The interim condensed financial statements for the 6 months ended 30 September 2015 do not comprise statutory accounts for the purpose of section 434 of the Companies Act 2006, and should be read in conjunction with the 2015 Annual Report of TalkTalk Telecom Group PLC (the '2015 Annual Report'). The 2015 Annual Report was audited by the Group's auditor, Deloitte LLP, their report was unqualified and did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report. The 2015 Annual Report can be found on the Group's corporate website www.talktalkgroup.com.

The financial information for the 6 months ended 30 September 2015 and 30 September 2014 has not been subject to audit or review by the Group's auditor.

The Group's future cash forecasts and revenue projections, which are considered to be based on prudent assumptions, indicate that the Group will be able to operate within the level of its current committed facilities for the foreseeable future and as such the Directors believe that it is appropriate to continue to prepare the financial statements of the Group on a going concern basis. Additional committed facilities have been agreed since the publication of the 2015 Annual Report and all facilities are now disclosed in note 12. 

The interim condensed financial statements for the 6 months ended 30 September 2015 have been prepared using accounting policies and methods of computation consistent with those set out in the 2015 Annual Report.

2. Segmental reporting

IFRS 8 'Operating Segments' requires the segmental information presented in the financial statements to be that used by the chief operating decision maker to evaluate the performance of the business and decide how to allocate resources. The Group has identified the Board as its chief operating decision maker. The Board considers the results of the business as a whole when assessing the performance of the business and making decisions about the allocation of resources. Accordingly the Group has one operating segment.

The Group's revenue is split by On-net, Off-net and Corporate products as this information is provided to the Group's chief operating decision maker. On-net and Off-net comprise Consumer and Business customers that receive similar services.

 

Six months

ended

30 September

2015

Six months

ended

30 September 2014

Year

 ended

31 March

2015

£m

£m

£m

On-net

697

648

1,333

Off-net

27

46

87

Corporate

188

177

375


912

871

1,795

 

  

3. Operating profit

Operating profit is stated after charging (crediting):

 


Six months

Six months

Year


ended

ended

ended


30 September

30 September

31 March


2015

2014

2015


£m

£m

£m

Depreciation of property, plant and equipment

36

42

78

Amortisation of other operating intangible fixed assets

23

20

42

Profit on disposal of property, plant and equipment

-

(1)

(3)

Impairment loss recognised on trade receivables

35

27

62

Staff costs

66

64

122

Cost of inventories recognised in expenses

42

55

115

Rentals under operating leases

49

48

95

Supplier rebates

(1)-(1)

(16)

(33)

Amortisation of acquisition intangibles

5

5

6

Exceptional items




Loss (Profit) on disposal of subsidiaries and customer bases

1

-

(5)

Impairment loss

-

-

11

4. Exceptional items and Amortisation of acquisition intangibles

Headline information is provided because the Directors consider that it provides greater clarity in understanding the Group's underlying performance. Headline results are stated before exceptional items and the amortisation of acquisition intangibles. The details of exceptional items and amortisation of acquisition intangibles and the related income statement accounts impacted are presented below.

 

Six months ended 30 September 2015

 

Revenue

 

Making TalkTalk Simpler

(MTTS)

(a)

 

 

 

Acquisitions and disposal

(b)

 

 

Mobile migration

 

 

 

Impairment loss

 

Amortisation of acquisition intangibles

(c)

 

 

Taxation

 

 

 

Total

 

£m

£m

£m

£m

£m

£m

£m

£m

Revenue

-

-

-

-

-

-

-

-

Cost of sales

-

-

-

-

-

-

-

-

Gross profit

-

-

-

-

-

-

-

-

Operating expenses                                

-

(19)

2

-

-

-

-

 (17)

EBITDA

-

(19)

2

-

-

-

-

(17)

Depreciation

-

-

-

-

-

-

-

-

Amortisation

-

-

-

-

-

(5)

-

(5)

Share of results of joint ventures

-

-

-

-

-

-

-

-

Operating (loss) profit

-

(19)

2

-

-

(5)

-

(22)

(Loss) Profit before taxation

-

(19)

2

-

-

(5)

-

(22)

Taxation

-

3

-

-

-

1

-

4

(Loss) Profit for the year

-

(16)

2

-

-

(4)

-

(18)

Six months ended 30

 

 

 

Revenue

 

 

 

MTTS

 

 

Acquisitions and disposal

 

 

Mobile migration

 

 

Impairment loss

 

Amortisation of acquisition intangibles

 

 

 

Taxation

 

 

 

Total

September 2014

£m

£m

£m

£m

£m

£m

£m

£m

Revenue

-

-

-

-

-

-

-

-

Cost of sales

-

-

-

-

-

-

-

-

Gross profit

-

-

-

-

-

-

-

-

Operating expenses                                

-

(9)

-

-

-

-

-

(9)

EBITDA

-

(9)

-

-

-

-

-

(9)

Depreciation

-

-

-

-

-

-

-

-

Amortisation

-

-

-

-

-

(5)

-

(5)

Share of results of joint ventures

-

-

-

-

-

-

-

-

Operating profit

-

(9)

-

-

-

(5)

-

(14)

Finance costs

-

-

-

-

-

-

-

-

Profit before taxation

-

(9)

-

-

-

(5)

-

(14)

Taxation

-

1

-

-

-

1

-

2

Profit for the year

-

(8)

-

-

-

(4)

-

(12)

 

4. Exceptional items and Amortisation of acquisition intangibles (continued)


 

 

 

Revenue

 

 

MTTS

 

 

Acquisitions and disposal

 

 

Mobile migration

 

 

Impairment loss

 

Amortisation of acquisition intangibles

 

 

 

Taxation

 

 

 

Total

Year ended 31 March 2015

£m

£m

£m

£m

£m

£m

£m

Revenue

-

-

-

-

-

-

-

-

Cost of sales

-

-

-

-

-

-

-

-

Gross profit

-

-

-

-

-

-

-

-

Operating expenses                                

-

(29)

(9)

(8)

-

-

-

(46)

EBITDA

-

(29)

(9)

(8)

-

-

-

(46)

Depreciation

-

-

-

-

(5)

-

-

(5)

Amortisation

-

-

-

-

(6)

(6)

-

(12)

Share of results of joint ventures

-

-

-

-

-

-

-

-

Operating profit

-

(29)

(9)

(8)

(11)

(6)

-

(63)

Finance costs

-

-

-

-

-

-

-

-

Profit before taxation

-

(29)

(9)

(8)

(11)

(6)

-

(63)

Taxation

-

7

2

2

2

1

45

59

Profit for the year

-

(22)

(7)

(6)

(9)

(5)

45

(4)

 

a) Making TalkTalk Simpler (MTTS)

During the six months ended 30 September 2015, the Group has continued its simplification and cost reduction programmes to drive a seamless and efficient customer experience and provide the business with operations and processes that are fit for purpose.

The costs incurred in the period included work on improving Consumer and TalkTalk Business systems and processes which focus on customer experience and the ongoing review of legacy tariffs. This resulted in £15m (30 September 2014: £9m; 31 March 2015: £29m) of costs relating to the project team, consultancy, employee redundancies, system migration and call centre costs. 

During the period, the Group also announced a number of employee redundancies and exited a site which was previously used as a training facility. These steps are part of a wider people transformation project which focuses on reviewing the structure of the business and the sites where the Group operates. This resulted in a charge of £4m (30 September 2014: £nil; 31 March 2015: £nil) in relation to employee redundancies, property lease exit costs and project team.

A total tax credit of £3m has been recognised on these costs.

b) Acquisitions and disposal

During the six months ended 30 September 2015, the Group recognised net exceptional income of £2m (30 September 2014: £nil; 31 March 2015: charge of £9m) in relation to the acquisitions and disposal in the year ended 31 March 2015. Further details are provided in note 7. The tax impact is immaterial.

c) Amortisation of acquisition intangibles

An amortisation charge in respect of acquisition intangibles of £5m was incurred in the six months ended 30 September 2015 (30 September 2014: £5m; 31 March 2015: £6m). A total tax credit of £1m has been recognised on these costs.



 

5. Taxation

The Group calculates the period income tax expense using the tax rate that would be applicable to the expected total annual earnings. The major components of income tax expense in the interim condensed consolidated income statement are:

Six months

ended

30 September

2015

Six months

ended

30 September 2014

Year

 ended

31 March

2015

£m

£m

£m

Current income tax expense (credit)

-

2

(14)

Deferred income tax (credit) expense




Relating to origination and reversal of temporary differences

(1)

3

(29)

Effect of change in tax rate

-

-

1

Adjustments in respect of prior years

-

-

2

Total tax (credit) charge

(1)

5

(40)

 

The following table presents the key tax rates applied by the Group:

Six months

ended

30 September

2015

Six months

ended

30 September 2014

Year

 ended

31 March

2015

Effective rate applied to Headline profit before taxation from continuing operations

20%

20%

20%

Tax credit recognised in respect of the amortisation of acquisition intangibles, net of any adjustments in respect of prior periods

20%

20%

21%

Rate used for tax assets and liabilities recognised*

20%

20%

20%

* The asset reflects the annual recognition of a further tranche of the tax losses acquired with Tiscali UK Limited, including Video Networks Limited, based on the Group's rolling forecast and in line with the Group's agreement with HMRC.

6. Earnings per share

Earnings per share are shown on a Headline and Statutory basis to assist in the understanding of the performance of the Group.


     Six months

ended

30 September

2015

Six months

ended

30 September 2014

Year

 ended

31 March

2015

Profit (loss) for the year (£m)




Headline

11

27

76

Statutory

(7)

15

72

Weighted average number of shares (millions)




Shares in issue

955

955

955

Less: Weighted average holdings by Group ESOT

(28)

(34)

(33)

For basic EPS

927

921

922

Dilutive effect of share options

15

13

15

For diluted EPS

942

934

937

Earnings (Loss) per share (pence)


Basic


Headline

1.2

2.9

8.2

Statutory

(0.7)

1.6

7.8

Diluted


Headline

1.2

2.9

8.1

Statutory

(0.7)

1.6

7.7

There are no share options considered anti-dilutive in the period ended 30 September 2015 (30 September 2014: nil; 31 March 2015: nil).               

7. Acquisitions and disposals

tIPicall acquisition

On 22 April 2015, the Group acquired 100% of the share capital of tIPicall Ltd (tIPicall), a company providing Voice over Internet Protocol (VoIP) services. The total consideration is made up of cash of £5m and an estimated £1m of deferred consideration measured with reference to the performance of the service. The acquisition is complementary to the Group's existing business model.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are immaterial. A fair value adjustment has been made to write down the goodwill relating to a previous acquisition. The book value of the current assets is expected to equal their fair value.

The provisional goodwill of £6m relates to the future opportunities arising from the nature of the business, particularly around adding wholesale VoIP services to the Group's existing data connectivity capabilities. The provisional goodwill has been allocated to the TalkTalk Business cash generating unit.

Prior year acquisitions

During the period, the fair value of the contingent consideration payable in relation to the Virgin Media customer base acquisition in the prior year was reassessed. The reduction in contingent consideration payable of £3m was due to post-acquisition events and circumstances and therefore recognised in exceptional income. 

In relation to the off-net broadband customer base disposal in the prior year, the contingent consideration receivable and expected costs to sell were reassessed.  This resulted in a net exceptional charge of £1m. 

The Group is in the process of finalising the reassessment of the value of the provisional assets acquired, liabilities identified and goodwill in relation to the acquisitions made during the year ended 31 March 2015. The finalised financial impact of these transactions will be disclosed in the Annual Report for the year ended 31 March 2016.

8. Investment in joint ventures

The amounts included in the interim condensed consolidated financial statements in relation to the Group's joint ventures are presented below.

30 September

2015

30 September 2014

31 March

2015

£m

£m

£m

Share of losses recognised in the period

6

2

8

Net carrying value of investment at the end of the period

10

10

10

9. Share capital


30 September

2015

 

30 September 2014

31 March

2015

Allotted, called-up and fully paid Ordinary shares of 0.1p each



Number (millions)

955

955

955

£m

1

1

1

Included within the share capital balance is 10 million shares (30 September 2014: 33 million; 31 March 2015: 33 million) held by the Group ESOT for the benefit of employees. During the period, the Trustee of the Group ESOT reassessed their holdings in relation to future expected exercises. This resulted in the sale of 20 million shares, generating net proceeds of £61m. The Group ESOT has waived its rights to receive dividends and none of its shares have been allocated to specific schemes. At the period end the shares had a market value of £31m (30 September 2014: £99m; 31 March 2015: £112m).



 

10. Provisions

Provisions comprise:

30 September

2015

 

30 September 2014

31 March

2015

£m

£m

£m

Current

19

1

34

Non-current

-

6

1

19

7

35

 

The movements in provisions are as follows:


One Company

Contract

Total

MTTS

integration

Property

and other

£m

£m

£m

£m

£m

1 April 2015

-

1

2

32

35

Additions in the period

-

-

1

5

6

Released to the income statement

-

-

(1)

-

(1)

Utilised in the period

-

-

-

(21)

(21)

30 September 2015                                                                             

-

1

2

16

19

 

 

One Company

Contract

Total

MTTS

integration

Property

and other

£m

£m

£m

£m

£m

1 April 2014

1

1

7

-

9

Additions in the period

-

-

-

-

-

Released to the income statement

-

-

(1)

-

(1)

Utilised in the period

-

-

(1)

-

(1)

30 September 2014                                                                           

1

1

5

-

7

 


One Company

Contract

Total

MTTS

integration

Property

and other

£m

£m

£m

£m

£m

1 April 2014

1

1

7

-

9

Additions in the year

-

-

                -

32

32

Released to the income statement

-

-

(2)

-

(2)

Utilised in the year

(1)

-

(3)

-

(4)

31 March 2015                                                                                       -

1

2

32

35

Contract and other provisions as at 30 September 2015 relate to customer migration costs as a result of the customer base acquisitions in the prior year and the mobile migration programme, provisions on contracts with unfavourable terms and employee redundancies. 

11. Equity dividends

 

30 September

2015

30 September 2014

31 March

2015

£m

£m

£m

Dividends approved and paid during the period


Final dividend for the year ended 31 March 2014 of 8.00p per ordinary share

-

74

74

Interim dividend for the year ended 31 March 2015 of 4.60p per ordinary share

-

-

42

Final dividend for the year ended 31 March 2015 of 9.20p per ordinary share

85

-

-


85

74

116

The proposed interim dividend for the year ended 31 March 2016 is 5.29p per ordinary share on 945 million shares (£50m). The proposed interim dividend was approved by the Board on 10 November 2015 and has not been included as a liability as at 30 September 2015.

12. Net debt

12a. The analysis of movement in net debt is as follows:

 

30 September

2015

30 September 2014

31 March

2015

 

£m

£m

£m

 

Cash and cash equivalents

23

14

10


23

14

10

Non-current loans and other borrowings

(667)

(574)

(615)

Derivatives

13

5

16

(654)

(569)

(599)

Total net debt

(631)

(555)

(589)

 

Bank overdrafts                                                                 

Overdraft facilities are used to assist in short-term cash management; these uncommitted facilities bear interest at a margin over the Bank of England base rate.                                                                                              

$185m US Private Placement (USPP) Notes                                                                              

In July 2014 the Group issued $185m of USPP notes maturing in 3 tranches ($139m 2021, $25m 2024, $21m 2026). The interest rate payable on the notes is at a margin over US treasury rate for the appropriate period. The USPP proceeds were swapped to £109m and the net debt includes retranslation of the USPP funds at the rates achieved where hedged by cross currency swaps.                                                                              

£560m revolving credit facility (RCF) and £100m bilateral agreements                                                                             

The Group has a £560m RCF, which matures in July 2019. The interest rate payable in respect of drawings under this facility is at a margin over LIBOR and for the appropriate period. The actual margin applicable to any drawing depends on the ratio of net debt to EBITDA calculated in respect of the most recent accounting period. During the period, the Group signed an additional £50m bilateral agreement on terms consistent with existing facilities, bringing the total bilateral arrangements to £100m.

£100m term loan                                                                               

The Group has a committed term loan of £100m (30 September 2014: £100m; 31 March 2015: £100m), with a final maturity date of July 2019. This loan amortises over the term with repayments due of £25m in January 2017, £25m in January 2018 and the remainder in July 2019. The interest rate payable in respect of drawings under this facility is at a margin over LIBOR for the relevant currency and for the appropriate period. The actual margin applicable to any drawing depends on the ratio of net debt to EBITDA calculated in respect of the most recent accounting period.                       

The Group's facilities total £869m (excluding the translation impact) (30 September 2014: £819m; 31 March 2015: £819m). The financial covenants included in each facility are identical; they restrict the ratio of net debt to EBITDA and require minimum levels of interest cover. 

The Group is compliant with the covenants in its $185m USPP notes, £560m RCF, £100m bilateral agreements and £100m term loan throughout the current and prior periods.                      

12b. Finance costs are analysed as follows:

Six months

ended

30 September

2015

Six months

ended

30 September 2014

Year

 ended

31 March

2015

£m

£m

£m

Interest on bank loans and overdrafts

9

8

17

Facility fees and similar charges

2

4

5

11

12

22

 

In the year ended 31 March 2015, the Group refinanced its term loan and revolving credit facility with bank debt and US Private Placement notes and paid £5m in respect of arrangement and legal fees. The fees are being amortised over the expected life of the loan and notes and are included within facility fees and similar charges above.



 

13. Financial instruments

The book value and fair value of the Group's financial assets, liabilities and derivative financial instruments, excluding the Group's loans and other borrowings, are as follows:

30 September

2015

30 September

2014

31 March

2015

 

£m

£m

£m

 

Current assets

 

Cash and cash equivalents

23

14

10

 

Trade and other receivables*

299

264

312

 

Derivative financial instruments*

10

2

11

 

Non-current assets



Non-current investment and investment in joint ventures

10

10

10

 

Current liabilities

 

Bank overdrafts

-

-

-

 

Trade and other payables**

(558)

(447)

(516)

 

(216)

(157)


(173)

 

* Derivative financial instruments are included within trade and other receivables on the balance sheet.

**Deferred income has been included within the financial liabilities above so as to give completeness over the Group's contractual commitments on future cash outflows.

The Group has cash flow hedges in place to (a) swap the interest rate risk on the RCF from floating to fixed and (b) swap the currency and interest rate risk on the USPP debt from USD to GBP and from fixed US Treasury interest rates to fixed GBP interest rates. The fair value of these instruments at 30 September 2015 is £10m (30 September 2014:£2m; 31 March 2015: £11m). A gain of £2m (30 September 2014: loss of £3m; 31 March 2015: loss of £5m) has been recognised in other comprehensive income in the period ended 30 September 2015. As the hedges were fully effective there has been no income statement impact.

The Group uses spot and forward foreign exchange trading to hedge transactional exposures, which arise mainly through cost of sales and operating expenses, and are primarily denominated in Euro and US Dollar. The Group also uses cross currency swaps to hedge its US Dollar denominated borrowings (US Private Placement). At 30 September 2015 the adjustment to translate our net debt to Sterling at swap rates to reflect the impact of hedging was £13m (30 September 2014: £11m; 31 March 2015: £16m).

14. Capital commitments

The commitments in relation to contracts entered into by the Group for the future acquisition of property, plant and equipment and investment in joint ventures, which are not provided for in the financial statements are summarised as follows: 

 

30 September

2015

 

30 September 2014

31 March

2015

£m

£m

£m

 

Future acquisitions of property, plant and equipment

67

29

85

 

Investment in joint ventures

10

-

15

 

15. Contingent liabilities

As at 31 March 2014, the Group had received £33m in relation to an Ofcom determination that BT had overcharged for certain wholesale Ethernet services. During the year ended 31 March 2015, BT lost its appeal against Ofcom's determination in the Competition Appeal Tribunal.  BT appealed to the Court of Appeal and has a hearing in 2016. The Group considers this second appeal is unlikely to succeed based on the advice received and so no liability for repayment has been recorded at 30 September 2015, although the outcome of the appeal is not yet certain.

  

16. Events after the balance sheet date

On 21 October 2015, there was a significant and sustained cyber-attack on the TalkTalk website which led to the theft of various categories of personal data of some of the Group's customers.    

This is a non-adjusting post balance sheet event since this represents conditions that arose after the balance sheet date. Based on the exceptional and one-off costs including the revenue impact from the loss of online sales and service capability associated with the attack, the Group estimates a financial impact of £30m to £35m in the current year.

 

 

 

 

 



 


Risks and uncertainties

 

There are a number of risks and uncertainties facing the Group in the second half of the financial year. The Board has reconsidered the principle risks and uncertainties published at the full year 2015 and considered these to remain appropriate.  These risks and mitigating factors are described in more detail on pages 17 to 18 of the TalkTalk Telecom Group PLC Annual Report 2015, a copy of which is available on the Group's website.  Since the full year, a number of incidents have occurred which have heightened the significance of the principal risk 'Data and Cyber Security' which was reported at the full year.  The Board is reviewing mitigating factors to ensure appropriate management of the risk against an increasingly challenging cyber risk landscape.

The Group's risk management framework facilitates continuous and ongoing discussion of risks and associated risk appetite to ensure the appropriate focus is placed on mitigating principle risks.   The Board will continue to assess the principle risks and uncertainties faced by the Group and will update the risk register and mitigation plans accordingly. 

 

Statement of Directors' responsibilities

 

The unaudited interim condensed financial statements for the 6 months ended 30 September 2015 have been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Directive Rules ('DTR'). The interim management report herein includes a fair review of the important events during the first 6 months and description of principal risks and uncertainties for the remainder of the financial period, as required by DTR 4.2.7R, and a fair review of disclosure of related party transactions and changes therein, as required by DTR 4.2.8R.

The Directors of TalkTalk Telecom Group PLC are listed on the Group's website www.talktalkgroup.com.

By order of the Board

 

D Harding                                                                             I Torrens

Chief Executive Officer                                                        Chief Financial Officer

10 November 2015                                                             10 November 2015  

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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