RNS Number:7491Q
ZTC Telecommunications plc
26 March 2008
Embargoed until 7am 26 March 2008
ZTC TELECOMMUNICATIONS PLC
("ZTC", "the Group" or "the Company")
INTERIM RESULTS
Chairman's statement for the 6 months ended 31 December 2007
ZTC Telecommunications Plc (LSE AIM: ZTC.L), a fast growing China based domestic
designer, assembler and marketer of mobile phone handsets, is pleased to
announce its interim results for the six months to 31 December 2007.
HIGHLIGHTS
* Profit before taxation increased 57% to �1.35m (H1 2007: �0.86m)
* Revenue increased 30% to �12.85m (H1 2007: �9.92m)
* Nine new models launched during the period
* ZTC handsets shipped increased 43% to 348,000
* Major distribution contract signed in January 2008 to supply up to
400,000 handsets
Charles Huang, CEO of ZTC commented, "I am very pleased by the performance of
ZTC during the second half of 2007. Nine new handsets were launched, and we have
now signed a major distribution agreement. We have seen both revenues and
profits increase significantly and believe the market in China continues to
offer very good prospects for the Company."
For further information please contact:
ZTC on the day: +44 20 7429 6666
Mark Syropoulo, Finance Director thereafter: +86 21 58779182
Blue Oar Securities Plc
Shane Gallwey / Romil Patel +44 20 7448 4400
Justin Lewis +61 (3) 8637 1537
Conduit PR +44 20 7429 6609
Christian Taylor-Wilkinson or Jos Simson
ZTC TELECOMMUNICATIONS PLC
("ZTC", "the Group" or "the Company")
Chairman's statement for the 6 months ended 31 December 2007
CHAIRMAN'S STATEMENT
I am pleased to report that the Group made a profit before taxation during the
period of �1.35m, an increase of 57% on the prior comparable six month period
(2006/7 H1: �0.86m), and basic earnings per share amounted to 1.3p (2006/7 H1:
1.2p). Net assets as at 31 December 2007 amounted to �9.58m (2006: �3.13m). The
Board is not recommending the payment of a dividend for the period.
Highlights
Trading during the six month period reflects the high level of demand for the
Company's products, which has increased continually since the IPO in March 2007.
China's mobile phone market is one of the fastest growing in the world, with an
average of seven million new subscribers per month during 2007. ZTC aims to
participate in this growth through the successful introduction of new models and
upgrades on existing models.
During the reporting period the Group shipped 348,000 ZTC branded handsets, an
increase of 43% over the first half of financial year 2006/7, and compared to
512,000 shipped in the year ended 30 June 2007. Overall, performance continues
to be very encouraging and is a credit to the hard work of our management and
employees in China, as well as reflecting the technical excellence of our
innovative mobile handsets.
Financial review
The Group's turnover increased 29.6% to �12.85m in the six months ended 31
December 2007 (2006/7 H1: �9.92m) and was 5% ahead of H2 2006/7. Profit before
taxation for the period increased 57.1% to �1.35m (2006/7 H1: �0.86m). Gross
margins improved over both halves of 2006/7 to 23.6%, reflecting the Company's
ability to bring new models to market quickly, to upgrade successfully existing
models, and to forward purchase strategic components, while maintaining tight
cost control.
Administration expenses increased to �0.87m. This increase relates primarily to
the costs of the quoted parent company, and to the increase in personnel
associated with growing sales and new model development.
Distribution costs increased to �0.94m, primarily reflecting the higher warranty
costs associated with the 43% increase in ZTC handsets shipped.
Recent Developments
As announced in February 2008, our wholly owned subsidiary, Zhong Tian, signed
an agreement to deliver up to 400,000 handsets to Beijing Vosia Information
Technology Co., Ltd ("Vosia"). Vosia will undertake to distribute and promote
the handsets through China Mobile business outlets in three provinces. ZTC
expects sales to be through direct retail and/or combined with an operator
bundled service.
The Vosia agreement represents the largest contract which the Company has
secured to date. However, in common with many small and medium size businesses
within China, our rate of growth is tempered by working capital constraints.
The Company's ability to ensure timely fulfilment of this contract and future
growth is subject to it securing additional working capital. As previously
announced, the Board is therefore currently reviewing financing arrangements in
order to meet future requirements.
Strategy
Our strategy continues to evolve, but our core philosophies remain the same - to
produce mobile handsets which are fashionable, economical and practical. The
successful growth we have enjoyed over the past 12 months and the completion of
key milestones has enabled the Company to move into a new phase of development.
We aim to strengthen our sales though improved distribution and are in the
planning stages to increase our production capacity to meet anticipated demand
over the next two years.
Our target market place - an estimated 800 million Chinese nationals who reside
in the lesser developed north, central and western regions - continues to offer
the Group more than sufficient growth prospects. Our focus for 2008 will be on
increasing awareness of the ZTC brand, investing in new handsets and improving
upon our more successful models within this market.
Following the recent announcement of our contract with Vosia, we will continue
in our efforts to secure similar contracts with the larger distribution and
sales outlets which bring us increasing access to the lesser developed markets
in China.
Since admission to AIM, the Board has monitored carefully, and worked to
improve, the Company's working capital position. However, maintaining an
aggressive growth path whilst ensuring that working capital is not stretched
remains a challenge. The Company will continue to seek growth opportunities
while maintaining a sound capital base.
Outlook
ZTC experienced a positive first half year to 31 December 2007. However, the
severe winter conditions in China during the early part of 2008 impacted both
sales and distribution of handsets in the run-up to the important Chinese New
Year holiday. I am pleased to report that, following this disruption, we are now
seeing a return to normal trading conditions with sales running at anticipated
levels.
We have signed our largest distribution agreement so far and, provided we can
support the increased levels of working capital required, we are confident that
ZTC will continue to be well positioned to take advantage of this growth. While
we remain aware of the risks of increasing competition in local markets, the
continued acceptance of our recent product launches gives the Board optimism for
the full year.
Frank Lewis
Chairman
25 March 2008
Consolidated Income Statement
Note Six months Six months Year
ended ended ended
31 31
December December 30 June
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Revenue 12,852 9,915 22,157
Cost of sales (9,812) (8,136) (17,384)
Gross profit 3,040 1,779 4,773
Other Operating Income 2 135 46 435
Exceptional IPO Expenses - - (280)
Other Administrative expenses (870) (306) (1,151)
Total Administrative expenses (870) (306) (1,431)
Distribution costs (943) (644) (1,368)
Other operating expenses (13) - (373)
Operating profit 1,349 875 2,036
Finance income 35 - 19
Finance costs (39) (19) (39)
Profit before tax 1,345 856 2,016
Tax (133) - (128)
Profit for the period 1,212 856 1,888
Basic earnings per share 4 1.3p 1.2p 2.4p
Diluted earnings per share 4 1.3p 1.2p 2.3p
Consolidated Balance Sheet
Note 31 31 30 June
December December
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Non-current assets
Property, plant and 537 621 571
equipment
Deferred taxation 1 1 1
Total non-current assets 538 622 572
Current assets
Inventories 6 2,361 1,784 889
Trade and other 7 15,630 5,771 10,898
receivables
Cash and cash equivalents 1,865 553 2,499
Total current assets 19,856 8,108 14,286
Total assets 20,394 8,730 14,858
Current liabilities
Bank loans and overdrafts (1,106) - -
Trade and other payables 8 (8,237) (5,472) (6,213)
Current tax liabilities (1,468) (130) (891)
Total current liabilities (10,811) (5,602) (7,104)
Total liabilities (10,811) (5,602) (7,104)
Net assets 9,583 3,128 7,754
Equity
Share capital 10,868 1 9,368
Reverse acquisition (14,570) - (12,583)
reserve
Share premium reserve 6,864 - 6,377
General reserve 9 591 246 427
Merger reserve 766 766 766
Translation reserve (48) (269) (96)
Capital contribution 448 - -
reserve
Retained earnings 4,664 2,384 3,495
Total equity 9,583 3,128 7,754
Consolidated Cash Flow Statement
Note Six months Six months Year
ended ended ended
31 December 31 December 30 June
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Cash used in from operations
Net cash outflow from operations 10 (2,045) (983) (1,399)
Tax received/(paid) 441 (225) -
Net cash outflows from operating activities (1,604) (1,208) (1,399)
Investing activities
Interest received 35 - 19
Purchase of property, plant and equipment (39) - (23)
Acquisition of parent through reverse acquisition, - - (226)
net cash used
Net cash used in investing activities (4) - (230)
Financing activities
Issue of shares prior to acquisition - - 763
Issue of share capital - - 1,605
Interest paid (39) (19) (39)
New loans 1,106 - -
Net increase/(decrease) in cash from 1,067 (19) 2,329
financing activities
Net increase/(decrease) in cash and cash (541) (1,227) 700
equivalents
Cash and cash equivalents at beginning of 2,499 1,772 1,772
period
Exchange gains/(losses) on cash and cash (93) 8 27
equivalents
Cash and cash equivalents at end of period 1,865 553 2,499
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
Basis of accounting
The interim financial information in this condensed report is prepared on the
basis of the accounting policies set out in the 2007 annual report and accounts
and using accounting policies consistent with IFRS. The interim financial
information for the 6 months ended 31 December 2007 and 31 December 2006 is
unaudited and does not constitute statutory accounts as defined in section 240
of the Companies Act 1985. The 2007 annual report and accounts, which received
an unqualified opinion from the auditors, and did not include any reference to
matters to which the auditors drew attention to by way of emphasis without
qualifying the report, and did not contain a statement under section 237(2) or
(3) of the Companies Act 1985, have been filed with the Registrar of Companies.
Basis of consolidation
The consolidated interim financial statements incorporate the financial
statements of ZTC Telecommunications Plc and all its subsidiaries made up to 31
December.
These interim accounts for ZTC Telecommunications incorporate the consolidated
financial statements of ZTC, Praise Ease and Shenzhen Zhong Tian Communications
Equipment Co., Ltd ("Zhong Tian") for the six months ended 31 December 2007.
Under IFRS comparative figures for the year ended 31 December 2006 have also
been included. Praise Ease and Zhong Tian were acquired by ZTC in March 2007
and, due to the relative size of the acquisition, was required to be accounted
for under the "Reverse Acquisition" method.
Control is achieved where the Company has the power to govern the financial and
operational policies of an entity so as to gain benefit from its activities.
The Company's controlling interest in its indirectly held, wholly owned
subsidiary, Shenzhen Zhong Tian Communication Equipments Co. Limited was
acquired through a transaction under common control, as defined in IFRS 3,
Business Combinations. The directors noted at the time of the acquisition that
transactions under common control were outside the scope of IFRS 3 and that
there is no guidance elsewhere in IFRS covering such transactions. This remains
the case, with the International Accounting Standards Board commencing their
project on transactions under common control in December 2007.
IAS contain guidance where a transaction falls outside the scope of IFRS. This
guidance is covered in Paragraphs 10-12 of IAS 8, Accounting policies, Changes
in Accounting Estimates and Errors. This requires, inter alia, that where IFRS
does not contain guidance on a particular issue, the Directors may also consider
the most recent pronouncements of other standard setting bodies that use a
similar conceptual framework to develop accounting standards. In this regard it
is noted that the United States Financial Accounting Standards Board (FASB) has
issued an accounting standard covering Business Combinations (FAS 141), that is
similar in a number of respects to IFRS 3. Further there is currently a major
project being run jointly by the IASB and the FASB to converge IFRS and US GAAP.
In contrast to IFRS 3, FAS 141 does include, as an appendix, limited accounting
guidance for transactions under common control, which as with IFRS 3, are
outside the scope of that accounting standard. The guidance contained in FAS 141
indicates that a form of accounting that is similar to pooling of interests
accounting, which was previously set out in Accounting Principles Board (APB)
opinion 16, may be used when accounting for transactions under common control.
Having considered the requirements of IAS 8 and the guidance included within FAS
141, it is considered appropriate to use a form of accounting which is similar
to pooling of interests when dealing with the transaction in which the Group
acquired its controlling interest in Shenzhen Zhong Tian Communication
Equipments Co. Ltd.
Reverse acquisition accounting
The acquisition of Praise Ease Limited by ZTC Telecommunications Plc on 21 March
2007 has been accounted for under the principles of reverse acquisition
accounting. Although the consolidated financial statements have been prepared in
the name of the legal parent, ZTC Telecommunications Plc, they are in substance
a continuation of the consolidated financial statements of the legal subsidiary,
Praise Ease Limited. The following accounting treatment has been applied in
respect of the reverse acquisition:
* The assets and liabilities of the legal subsidiary, Praise Ease
Limited are recognised and measured in the consolidated financial statements at
the pre-combination carrying amounts, without restatement to fair value;
* The retained earnings and other equity balances recognised in the
consolidated financial statements reflect the retained earnings and other equity
balances of Praise Ease Limited immediately before the business combination and
the results of the period from 1 July 2006 to the date of the business
combination are those of Praise Ease Limited. However, the equity structure
appearing in the consolidated financial statements reflects the equity structure
of the legal parent, ZTC Telecommunications Plc, including the equity
instruments issued in order to effect the business combination; and
* Comparative numbers presented in the financial statements are the
consolidated numbers of Praise Ease Limited for the six months ended 31 December
2006 and the year ended 30 June 2006.
Revenue recognition
Revenue is measured at the fair value of the consideration received or
receivable and represents amounts received or receivable for goods provided in
the normal course of business, net of discounts and sales related taxes.
Sales of goods and services are recognised when goods are delivered and title
has passed.
Group property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and are depreciated over their estimated useful lives on the following annual
bases:
Leasehold improvements 4.5% (straight line)
Office equipment 33.3% (straight line)
Motor vehicles 18% (straight line)
Machinery 18% (straightline)
Fixtures, fittings and equipment 18% (straight line)
Operating profit
Operating profit is stated before finance income and finance costs.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances, deposits held at call with
banks and other short-term highly liquid investments with original maturities of
three months or less.
Borrowings
All borrowing costs are recognised in the income statement in the period in
which they are incurred.
Trade receivables
Trade receivables are measured at initial recognition at fair value and are
subsequently measured at amortised cost using the effective interest rate
method. Appropriate allowances for estimated irrecoverable amounts are
recognised in profit and loss when there is objective evidence that the asset is
impaired.
Trade payables
Trade payables are initially measured at fair value and are subsequently
measured at amortised cost using the effective interest rate method.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have been incurred in bringing the inventories to their present
location and condition. Cost is calculated using the weighted average method.
Net realisable value represents the estimated selling price less all estimated
costs of completion and costs to be incurred in marketing, selling and
distribution.
Leases
Leases are classified as finance leases whenever the terms of the lease transfer
substantially all the risks and rewards of ownership to the lessee. All other
leases are classified as operating leases.
Rentals payable under operating leases are charged to income on a straight line
basis over the term of the relevant lease.
Taxation
The tax expense represents the sum of the tax currently payable and deferred
tax.
The tax currently payable is based on taxable profit for the year. Taxable
profit differs from net profit as reported in the income statement because it
excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit, and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary
difference arises from the initial recognition (other than in a business
combination) of other assets and liabilities in a transaction that affects
neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be
recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the
period when the liability is settled or the asset is realised based on tax rates
that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is charged or credited in the income statement, except when it
relates to items charged or credited directly to equity, in which case the
deferred tax is also dealt with in equity.
Foreign currencies
The separate financial statements of each Group company are presented in the
currency of the primary economic environment in which it operates, (its
functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each Group company are expressed in pounds
sterling, which is the functional currency of the company and the presentational
currency for the consolidated financial statements.
Transactions in currencies other than sterling are initially recorded at the
rates of exchange prevailing on the dates of the transactions. Monetary assets
and liabilities denominated in such currencies are retranslated at the rates
prevailing on the balance sheet date. Profits and losses arising on
retranslation are included in the income statement.
On consolidation, the assets and liabilities of the Group's overseas operations
are translated into sterling at exchange rates prevailing on the balance sheet
date. Exchange differences arising, if any, are classified as equity and
transferred to the Group's translation reserve. Such translation differences are
recognised as income or expenses in the period in which the operation is
disposed of. Income and expense items are translated at the average exchange
rates for the period.
Share Based Payment
The Group has applied the requirements of IFRS 2 Share based payment. The Group
issues equity settled share based payments to certain employees. Equity settled
share based payments are measured at fair value at the date of the grant. The
fair value determined at the grant date of the equity settled share based
payments is expensed on a straight line basis over the vesting period, based on
the Group's estimate of shares that will eventually vest and adjusted for the
effect of non-market based vesting conditions.
Fair value is measured by use of the Black Scholes model. The expected life used
in the model has been adjusted, based on management's best estimate, for the
effects on non-transferability, exercise restrictions and behavioural
considerations.
2. OTHER OPERATING INCOME
Six months Six months Year
ended ended ended
31 31 December 30 June
December 2006 2007
2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Sales of components - 343
Processing - 45 74
Provision of value added services 59 - 17
Other 76 1 1
135 46 435
3. PROFIT FOR THE FINANCIAL YEAR
Six months Six months Year
ended ended ended
31 31 December 30 June
December 2006 2007
2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Profit for the financial year is arrived at
after charging:
Depreciation on owned assets 88 65 142
Write down of inventories recognised as an 2 5 5
expense
Share based payments expense 121 - 260
4. EARNINGS PER SHARE
The calculation of basic and diluted earnings per share is based on the
following data:
Earnings
Six months Six months Year
ended ended ended
31 31 December 30 June
December 2006 2007
2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Earnings for the purpose of basic and 1,212 856 1,888
diluted earnings per share
Number of shares '000 '000 '000
Weighted average number of ordinary shares 94,579 70,000 77,937
for the purpose of basic earnings per
share
Effect of dilutive potential ordinary - - 4,192
shares: Share options
Weighted average number of ordinary shares 94,579 70,000 82,129
for the purpose of diluted earnings per
share
The denominators for the purposes of calculating both basic and diluted
earnings per share in 2006 have been adjusted for the share division that
took place in 2007.
5. INVESTMENTS
The Company owns the following investments:
Name of undertaking Place of % ownership Principal activity
Incorporation
Praise Ease Limited Hong Kong 100% Holding company
Shenzhen Zhong Tian China 100%* Design, distribution
Communication and assembly of mobile
Equipments Co. Ltd phones
*This company is owned indirectly by ZTC Telecommunications Plc through
Praise Ease Limited
6. INVENTORIES
31 31 30 June
December December
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Raw materials 1,859 1,471 463
Finished goods 502 313 426
2,361 1,784 889
7. TRADE AND OTHER RECEIVABLES
31 31 30 June
December December
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Due within one year:
Amounts receivable for the sale of goods 6,509 4,096 4,273
Other receivables 1,972 897 853
Prepayments and accrued income 7,149 778 5,772
15,630 5,771 10,898
The directors consider that the carrying amount of trade and other receivables
approximates to their fair value.
8. TRADE AND OTHER PAYABLES
31 31 30 June
December December
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Trade payables 4,902 2,829 2,637
Income tax payable 83 - 127
Other payables 962 558 292
Accruals and deferred income 1,102 978 1,469
Amounts owed to related 1,188 1,107 1,688
parties
8,237 5,472 6,213
The directors consider that the carrying of trade and other payables approximates
to their fair value.
9. GENERAL RESERVE
In accordance with the "Law of China on Joint Ventures Using Chinese and Foreign
Investment", 10% of the retained earnings has been transferred as ZTC's general
reserve fund, after offsetting accumulated losses from prior years, and before
profit distributions to the investors. After the annual tax review for CY2007,
the general reserve will be adjusted according to the accumulated profits
determined by the tax bureau.
10. NOTES TO THE CASH FLOW STATEMENT
Six months Six months Year
ended ended ended
31 December 31 December 30 June
2007 2006 2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Profit for the financial period 1,212 856 1,888
Adjustments for:
Depreciation of property, plant and equipment 88 65 143
Share based payment expense 121 - 260
Exceptional IPO expense - - 280
Finance income (35) - (19)
Finance costs 39 19 39
Tax 133 - 128
Operating profit before changes in working 1,558 940 2,719
capital
Changes in working capital:
Increase in inventories (1,472) (1,551) (656)
Increase in trade and other receivables (4,732) (2,406) (7,533)
Increase in trade and other payables 2,601 2,034 4,071
Net cash outflow from operations (2,045) (983) (1,399)
11. OPERATING LEASE ARRANGEMENTS
At the balance sheet date, the Group had outstanding commitments for future
minimum lease payments under non-cancellable operating leases, which fall due as
follows:
31 31 December 30 June
December 2006 2007
2007
�'000 �'000 �'000
Unaudited Unaudited Audited
Within one year 87 84 84
In the second to fifth years 86 170 133
After five years 27 58 47
200 312 264
12. SHARE CAPITAL
As part of the acquisition of Praise Ease by ZTC, up to 15 million ordinary
shares were potentially issuable if the company achieved an agreed level of
profitability. During the 6 months to 31 December 2007, the agreed level of
profitability was reached and the shares issued at a premium of 3.25p per share.
During the 6 months ended 31 December 2007, Charles Huang agreed to write-off a
loan of �448,000 to Praise Ease under the agreement that Praise Ease would issue
additional shares at par to ZTC. A capital contribution reserve was established
to reflect this.
13. RELATED PARTY TRANSACTIONS
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
During the year, the Group entered into the following transactions with related
parties;
Related party relationship Type of Transaction amount Balance owed to
transaction Period ended 31 December 2007 31 December 2007
� �
Relative of the CEO Rental expense 32,481
Charles Huang (CEO) Interest 29,047
Relative of the CEO Funding 823,553
Charles Huang (CEO) Funding 206,073
14. AVAILABILITY OF INTERIM STATEMENT
Copies of this interim statement will be available on request from the Company's
registered office at 56 Queen Anne Street, London W1G 8LA, and on the Company's
web-site at www.ztcmobile.com
-ends-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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