Professional Documents
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This should be read in conjunction with the most recent annual financial report.
Net profit after tax attributable to members down (16%) 9,317 11,051
Franked
Amount per amount per
security security
Key Dates
Dividend record date 24 April 2015
Dividend payment date 30 April 2015
1
Directors Report
The Directors of Amcom Telecommunications Limited submit herewith the financial report for the half-year
ended 31 December 2014.
The names of the Directors of the company during or since the end of the half-year are:
Name
Anthony Grist (Non-executive Chairman)
Clive Stein (Managing Director and CEO)
Ian Warner (Non-executive Director)
Paul Brandling (Non-executive Director)
Peter Clifton (Non-executive Director)
Craig Coleman (Non-executive Director)
Anthony Davies (Non-executive Director)
Review of Results and Operations
See overleaf.
As a result of the announcement on 17 December 2014, the company is forecast to incur costs associated with
the implementation of the Scheme. Should the Scheme as proposed not occur, then it is estimated that costs
of approximately $5,000,000 may be incurred by the company.
Auditors Independence Declaration
Signed in accordance with a resolution of Directors made pursuant to s.306 of the Corporations Act 2001.
On behalf of the Directors
Anthony Grist
Chairman
19 February 2015
2
Review of Results and Operations
1. Profit Summary
The reported net profit after tax before significant items for the period ended 31 December 2014 was $11.004m (2013:
$11.5m) and after significant items $9.3m (2013: $11.1m).
%
$ 000 1H 15 1H 14 Change
Net profit after tax before significant items * 11,004 11,499 (4%)
Significant items:
Acquisition and integration expenses* (tax: $28k) (1,687) (448)
2. Cash flow
Amcom recorded an operating cash flow of $13.4m for the period to 31 December 2014 (2013: $16.9m).
Dividends paid during the period ended 31 December 2014 were $7.6m (net of dividend reinvestment) (2013:$8.6m).
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3. Review of operations
The companys business operations are reported under three operating segments based upon product or service groupings.
The Telecommunications segment recorded a revenue increase of 11% to $49.8m and increased EBITDA by 9% to $22.7m.
The Telecommunications segment includes Data networks and the Amnet consumer division. Data networks revenue
increased 13% to $44.8m and increased EBITDA by 11% to $22.1m.
The Hosted and Cloud Services segment recorded a revenue increase of 9% to $17.4m and increased EBITDA by 28% to
$3.9m. This segment includes the products of Cloud IaaS, IP Telephony and data centre operations.
IT Services was adversely impacted by local market conditions with revenue reducing by 39% and recording an EBITDA loss
of $458k.
4. Balance Sheet
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5. AIFRS Reconciliation (not subject to Audit review)
The Directors believe that the presentation of non-Australian International Financial Reporting Standards (non-AIFRS)
financial information is useful for readers of this report to provide information of the companys profit results that is
consistent with equity valuation and investment research methodologies generally adopted in Australia.
The following table reconciles the AIFRS based profit result included in the Statement of Comprehensive Income in this
Appendix 4D to the non-AIFRS Profit summary appearing above.
$ 000 1 H 15 1 H 14
5
Ernst & Young Tel: +61 8 9429 2222
11 Mounts Bay Road Fax: +61 8 9429 2436
Perth WA 6000 Australia ey.com/au
GPO Box M939 Perth WA 6843
T G Dachs
Partner
19 February 2015
In accordance with a resolution of the Directors of Amcom Telecommunications Limited, I state that:
a) the financial statements and notes of the consolidated entity for the half-year ended 31 December 2014
are in accordance with the Corporations Act 2001, including:
(i) giving a true and fair view of the consolidated entitys financial position as at 31 December 2014 and of
its performance for the half-year ended on that date; and
(ii) complying with Australian Accounting Standard AASB 134 Interim Financial Reporting and the
Corporations Regulations 2001.
b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they
become due and payable.
Anthony Grist
Chairman
19 February 2015
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Amcom Telecommunications Ltd
Consolidated
Half-year Half-year
ended 31 ended 31
Dec 2014 Dec 2013
Note $000 $000
Continuing Operations
Revenue 2 80,681 82,877
Profit from continuing operations before income tax expense 13,722 15,431
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Amcom Telecommunications Ltd
Consolidated
31 December 30 June
2014 2014
Note $000 $000
Current assets
Cash and cash equivalents 21,702 31,443
Trade and other receivables 12,986 15,301
Inventories 3,654 3,358
Other 6,711 2,790
Total current assets 45,053 52,892
Non-current assets
Property, plant and equipment 154,726 140,981
Goodwill 7 54,048 48,599
Other intangible assets 9,037 6,039
Total non-current assets 217,811 195,619
Total assets 262,864 248,511
Current liabilities
Trade and other payables 20,239 25,861
Deferred revenue 13,072 12,367
Borrowings 6 5,006 3,320
Income tax payable 443 1,982
Deferred consideration 7 1,000 1,000
Provisions and other liabilities 3,558 3,302
Total current liabilities 43,318 47,832
Non-current liabilities
Borrowings 6 32,594 20,859
Provisions and other liabilities 2,710 3,179
Deferred revenue 4,775 557
Deferred tax liabilities 9,055 8,320
Total non-current liabilities 49,134 32,915
Total liabilities 92,452 80,747
Net assets 170,412 167,764
Equity
Contributed equity 4 151,511 148,525
Reserved shares - (2,410)
Reserves (1,767) (295)
Retained profits 20,668 21,944
Total equity 170,412 167,764
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Amcom Telecommunications Ltd
Cash and Cash Equivalents at the beginning of the Period 31,443 25,310
Cash and Cash Equivalents at the end of the Period 21,702 25,283
10
Amcom Telecommunications Ltd
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
1. Basis of Preparation
This general purpose condensed financial report for the half year ended 31 December 2014 has been
prepared in accordance with AASB 134 Interim Financial Reporting and the Corporations Act 2001.
The half-year financial report does not include all notes of the type normally included within the annual
financial report and therefore cannot be expected to provide as full an understanding of the financial
performance, financial position and financing and investing activities of the consolidated entity as the full
financial report. It is recommended that the half-year financial report be read in conjunction with the
annual report for the year ended 30 June 2014 and considered together with any public announcements
made by Amcom Telecommunications Limited during the half-year ended 31 December 2014 in
accordance with the continuous disclosure obligations of the ASX listing rules.
The accounting policies adopted in the preparation of the half-year financial report are consistent with
those adopted and disclosed in the consolidated financial report of 30 June 2014.
Changes in Accounting Policy
The Group has adopted all accounting standards and interpretations applicable from 1 July 2014. The
adoption of the new standards and interpretations has had no material impact on the recognition,
measurement and disclosure of any assets, liabilities or the income statement for the period.
The Group has not elected to early adopt any new standards or amendments that are issued but not yet
effective.
2. Revenue
Half-year ended Half-year ended
31 Dec 2014 31 Dec 2013
$000 $000
Profit from continued operations before income tax includes
the following items of revenue and expense:
The Amcom Dividend Reinvestment Plan (DRP) has been suspended in light of the proposed Scheme of
Arrangement with Vocus Communications Limited.
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
4. Contributed Equity
Number of
Fully paid ordinary shares shares $000
Opening balance @ 1 July 2014 263,685,089 148,525
Repayment of share based loan to Directors - 24
Dividend reinvestment plan 1,564,059 2,962
Transfer of shares to employees on vesting of performance rights 1,150,000 -
Closing balance @ 31 December 2014 266,399,148 151,511
Number of
Reserved shares* shares $000
Opening balance @ 1 July 2014 (1,150,000) (2,410)
Transfer of shares to employees on vesting of performance rights 1,150,000 2,410
Closing balance - -
*During the period Reserved shares held by the Amcom Incentive Share Trust (the trust) at 30 June
2014 have been transferred for nil considerations to the holders of 1,150,000 Tranche C Performance
Rights in accordance with the Long Term Incentive Plan.
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
Tranche C
On 3 July 2014, Tranche C Performance Rights vested and shares were accordingly transferred to the holder
in the current period.
Tranche D
Performance Rights were granted in a prior period for nil consideration pursuant to the Amcom Executive
Long Term Incentive Plan, with no exercise price. Vesting conditions and performance hurdles for the rights:
33.3% at 30 June 2015; and 33.3% if Amcoms Total Shareholder Return (TSR) equals the S&P ASX 300
Accumulation Index; and a further 33.3% if Amcoms TSR equals or exceeds the S&P ASX 300 Accumulation
Index by 10%. Unvested Performance Rights will lapse on 30 June 2015 or if employment is terminated.
Change of control provisions apply. The fair value of these rights is in the range of 70.5 cents 95.7 cents per
right.
Tranche E
Performance Rights were granted in a prior period for nil consideration pursuant to the Amcom Executive
Long Term Incentive Plan, with no exercise price. Vesting conditions and performance hurdles for the rights:
33.3% at 1 September 2016; and 33.3% if Amcom TSR equals the S&P ASX 300 Accumulation Index; and a
further 33.3% if Amcoms TSR is equal to or greater than 110% of the percentage movement in the index of
the vesting period. Unvested Performance Rights will lapse on 1 September 2016 or if employment is
terminated. Change of control provisions apply. The fair value of these rights granted was in the range of
134.85 138.84 cents per right.
Tranche F
Performance Rights were granted for nil consideration pursuant to the Amcom Executive Long Term
Incentive Plan, with no exercise price. These Performance Rights will vest as follows:
10% if the employee is employed by the company at 1 September 2017; and
90% if the 5 day volume weighted average share price as traded on the ASX reaches or exceeds $4.00 at
any time in the period 1 September 2017 to 31 January 2018, inclusive.
In respect to 1,580,000 Tranche F Performance Rights 50% will vest and 790,000 Amcom shares will be
issued to the holders of these Performance Rights for nil consideration. The remaining entitlement will
be transferred into Performance Rights of the Offeror (Replacement Performance Rights) with 50% of the
Replacement Performance Rights vesting upon six months of the change of control and 50% vesting upon
12 months of the change of control. Replacement Performance Rights will lapse if the employee resigns
or is dismissed for serious misconduct. Further details can be found in the Scheme Implementation
Agreement dated 17 December 2014 lodged on ASX.
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
Earnings and weighted average number of shares used to calculate basic and diluted earnings per share:
Half-year ended Half-year ended
31 Dec 2014 31 Dec 2013
$000 $000
Net Profit attributable to ordinary equity holders of the company 9,317 11,051
No. No.
Weighted average number of shares
Weighted average number of ordinary shares for basic EPS 265,462,915 244,557,101
Potential ordinary shares arising on vesting of performance rights 4,185,000 3,445,000
Weighted average number of ordinary shares for diluted EPS 269,647,915 248,002,101
Cents Cents
6. Borrowings
Dec 2014 June 2014
$000 $000
Current
Finance lease liabilities 1,321 1,188
Vendor loan 3,844 2,328
Debt establishment costs (159) (196)
5,006 3,320
Non-Current
Bank debt 24,000 12,000
Finance lease liabilities 986 1,540
Vendor loan 7,631 7,356
Debt establishment costs (23) (37)
32,594 20,859
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
$000
The cash outflow on acquisition is as follows:
Initial payment at acquisition 5,535
Deferred cash consideration 1,000
Total acquisition consideration 6,535
The provisional goodwill of $5,600k arising from the acquisition is allocated in its entirety to the
Telecommunications cash-generating unit.
As part of the acquisition of Amcom East Pty Ltd, $5,100k of capital commitments arose (refer to Note
9).
Amcom Easts contribution to net profit after tax for the period ended 31 December 2014 since
acquisition was immaterial to the results. The net loss after tax for the 6 month period ended 31
December 2013 under prior ownership was ($755k).
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
8. Operating Segments
Identification of Reportable Segments
The Group has identified its operating segments based on the internal reports that are reviewed and
used by the executive management team (the chief operating decision makers) in assessing performance
and in determining the allocation of resources.
The operating segments are identified by management based on the nature of the services provided.
Types of Services
Telecommunications
Data Networks
Provision of high-speed fibre based connectivity services. Development of high-speed technology links
and supply of last mile fibre optic network connections and business grade internet.
Amnet
Consumer DSL services.
IT Services
Sale of hardware and provision of implementation consultancy services.
The following items are not allocated to operating segments as they are not considered part of the core
operations of any segment:
Interest expense and revenue
Corporate overheads
Income tax expense
Acquisition and integration expenses
The following table presents revenue and profit information for reportable segments for the half years
ended 31 December 2014 and 2013.
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Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
18
Amcom Telecommunications Ltd
Notes to the Financial Statements
For the Half-Year Ended 31 December 2014
Segment Assets
Assets
Dec 2014 June 2014
$000 $000
As at 31 December 2014, the company has $5,100k of capital commitments which included an
estimate of the cost to complete data network infrastructure arising from the acquisition of
Amcom East Pty Ltd.
Should the Scheme of Arrangement with Vocus Communications Limited not proceed then it is
estimated that the company will incur costs of approximately $5,000k.
19
Ernst & Young Tel: +61 8 9429 2222
11 Mounts Bay Road Fax: +61 8 9429 2436
Perth WA 6000 Australia ey.com/au
GPO Box M939 Perth WA 6843
We have reviewed the accompanying half-year financial report of Amcom Telecommunications Limited,
which comprises the condensed statement of financial position as at 31 December 2014, the condensed
statement of comprehensive income, condensed statement of changes in equity and condensed statement
of cash flows for the half year ended on that date and other explanatory information, and the directors
declaration of the consolidated entity comprising the company and the entities it controlled at the half-
year end or from time to time during the half-year.
The directors of the company are responsible for the preparation of the half-year financial report that
gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act
2001 and for such internal controls as the directors determine are necessary to enable the preparation of
the half-year financial report that is free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We
conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review
of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the
basis of the procedures described, we have become aware of any matter that makes us believe that the
financial report is not in accordance with the Corporations Act 2001 including: giving a true and fair view
of the consolidated entitys financial position as at 31 December 2014 and its performance for the half-
year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting
and the Corporations Regulations 2001. As the auditor of Amcom Telecommunications Limited and the
entities it controlled during the half-year, ASRE 2410 requires that we comply with the ethical
requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other review procedures. A review is
substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and
consequently does not enable us to obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act
2001. We have given to the directors of the company a written Auditors Independence Declaration, a
copy of which is included in the Directors Report.
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Based on our review, which is not an audit, we have not become aware of any matter that makes us believe
that the half-year financial report of Amcom Telecommunications Limited is not in accordance with the
Corporations Act 2001, including:
a) giving a true and fair view of the consolidated entitys financial position as at 31 December 2014 and
of its performance for the half-year ended on that date; and
b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations
Regulations 2001.
T G Dachs
Partner
Perth
19 February 2015
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