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Chairman's Foreword Connecting the Channel Islands
JT is proud to be the largest locally-owned telecoms operator in the
Channel Islands. Ultimately, we are owned by the people of Jersey,
but our focus is truly pan-Island. Having guardianship of the Jersey Since I joined the JT board as a non-executive director seven years ago, it has network has allowed us to run fibre directly to every broadband
home. In Guernsey, we have also invested many millions of pounds been immensely satisfying to see the company evolve from a locally focused linking homes, businesses, schools and States offices in and around
telecoms operator into a global business. JT SIMs now power more than St Peter Port to a smaller fibre network. In addition, we operate
award-winning mobile networks in both islands which have won
1.6 million devices worldwide and we have recently signed strategic Ookla's Speedtest Awards for 2 years running.
partnerships with a number of leading multinationals, including Inmarsat Connecting the world
and Sony. We are living through a period of huge technological change, and 2017 was a particularly successful year for JT International – our
I am privileged to now be Chairman of an innovative business that is well ntheewClyh barnannedl eIsdla dnivdiss.i oItnhtaassklaeudnwchitehd d aevraenlogpei nogf ibnunsoinvaetsisv eopurtosidduecot f positioned to grasp the opportunities that this presents. and services which primarily take advantage of JT's 750+ roaming
agreements with other mobile network operators – a figure which
compares favourably with some of the world's largest telcos. Our Starting with our financial performance (the details follow later Internet of Things' SIM card, which can be found on an eclectic
in the report), 2017 was another strong year, with International range of devices from heart monitors to smart' traffic lights, is business increasing JT's gross profit, whilst investing heavily for particularly attractive because it will use whichever network is the the future. JT continues to deliver a substantial dividend back to the strongest – and is therefore ideally suited to customers that need States of Jersey on an annual basis and paid £4.7m during the year. ultimate' connectivity. We are also developing low frequency, long
range networks which allow machines to send simple data to each I feel honoured to have taken on the Chairmanship when the other frequently, such as temperature, location and air quality.
most ambitious initiative that JT has ever undertaken is nearing Due to its manageable' size, existing mast network and diversity its successful completion. When I first joined the Board, we of terrain, Jersey is an ideal sandbox' for such innovation, and were just setting out on our Gigabit Jersey journey – a visionary global giant Sony has already chosen the island and JT to test project to connect every broadband customer in the island its technology.
to a full-fibre network, which guarantees high-speed access
to the internet. We were challenged at the time on its value Customer focus
and necessity, understandably, as the Digital Revolution' was Even though our global success is increasing, our Channel Island still in its infancy; but for most of us, using the internet almost customers remain our first priority. Listening to and servicing continuously has become an everyday part of our lives. Speedy their needs is at the heart of everything we do. We run a complex and reliable access is now taken for granted. business and we can always improve, but I'm confident that our
level of service, and the products we offer, are unrivalled. Our
Phil Male We reached our original target of connected households MyAccount app has proved hugely successful across the Islands Chairman and businesses last November, and we're now very close to and our customer service teams are constantly finding new ways
connecting those final properties which have been built since the to engage with a technology-savvy audience, such as through our project began in 2012. Our purpose is to be always there, always recently launched Live Chat service.
on and always enabling for our customers, and our full-fibre
2017 was another strong network provides the foundations for new products, services and Finally I would like to thank two departing Board members. Firstly, year with revenue and gross innovative ideas to be built on. Kevin Keen who has served for 3 years on the JT Board and
profit increases. In a sense, JT has already moved on to our next project: wmaysptrheed eCcheasirsmoraJno ohfn J STt'sa r Re es m, f uo nr ep ra as tsioinng C moem t mhe it th ee elm. S eo cf osuncdhly , removing the old copper network that fibre has replaced. That a strong, focused and well-led company. John's eleven years on
will continue throughout 2018 as old wires and cabinets are the JT Board, the last five as Chairman, have been accompanied decommissioned. At that point, Jersey will become the world's by a paradigm shift in the way we communicate, and, under his first full-fibre Island, putting us leaps and bounds' ahead of other, stewardship. My thanks to them both. JT has embraced the many much larger, jurisdictions. opportunities that the Digital Revolution presents and I'm looking forward to an exciting future.
Phil Male
Chairman, 11th May 2018
La Pulente, Jersey
The JT My Account App
With 37,000 active subscribers, JT is the only Channel
Island provider to have exclusively developed a FREE app for its customers, enabling them to control and manage their services on the go
JT SIMs now power more than 1.6 million devices worldwide.
CEO's Business Review
It is often tempting in an annual review to focus on the new': the new technology, the new products, new services, and the new milestones passed. However, I want to begin by recognising two crucial constants which make JT what it is and drive us forward: our customers and our people. Without either, we would not have been able to grow and develop into the global telecoms operator we are today. Their continued support for us and our desire to meet their needs and aspirations drives us forward, whether that be through better services, faster and more resilient networks, or more employment opportunities. Collectively, they challenge us to ask: Where Next? So, I begin with a sincere thank you to our customers and the team that I am privileged to lead for their trust, commitment and loyalty.
07
s Officially the Island
fi verified Speedtestfi by Ookla
La Collette Flats became
the first part of the Island
to become completely Removal of copper infrastructure, La Collette Flats, Jersey copper-free'.
Graeme Millar
Chief Executive Officer
Running fibre in and around a 137-year-old building was a technical challenge.
The world's first full-fibre island
Last year, I reported that more than 84% of broadband
customers were connected to our full-fibre network. In November 2017, we reached 100% of the target we set at the very start
of the project but, since 2012, thousands more properties have been built and we expect to connect the final one before this summer. Upon completion, Jersey will become the first full-
fibre jurisdiction in the world, meaning unrivalled upload and download speeds for households and businesses. One recent fibre installation which I'm particularly proud of is the Central Market in Jersey. Running fibre in and around a 137-year-old building was a technical challenge but the result means traders can now offer new online services to their customers, bringing our historic market into the modern, digital world of commerce.
The Central Market, Jersey
As one project ends, another begins
With the Gigabit project nearing completion, our attention has already turned to removing the old copper network, which has served Jersey well for over a century but has now reached the end of its useful life. Towards the end of last year, Andium Homes approached us to ask if we could remove the copper lines and telephone cabinets around La Collette Flats, as they were demolishing 59 older homes to build 147 apartments that meet the highest standards of build quality and thermal efficiency. We grasped the opportunity to replace the old copper network with fibre in full, and La Collette Flats became the first part of the Island to become completely copper-free'. Over the next 12 months, we will repeat that process across the Island, and all the recovered copper will be recycled.
Still the fastest networks in the Channel Islands
For the second year running, JT was confirmed as the fastest mobile carrier in the Channel Islands, and broadband provider
in Jersey during 2017, by Ookla – the globally recognised leader in internet performance testing and metrics for broadband and mobile networks. Results from all networks across the Islands were analysed by Ookla, which runs Speedtest, the world's most popular internet performance testing service. Consumer-initiated test results confirmed that JT had faster speed scores than any
of its competitors.
"It has been fantastic to work with JT on
this project. The demolition and rebuild is all about giving our residents homes that are fit for the future, which is exactly what JT is doing in communications. The arrival of fibre is great news for our own residents as well as the wider community."
Mike Porter, Andium Homes Head of Operations.
Roam like home
Last year, we also were the first operator in the Channel Islands to cut our data roaming rates by 95% after negotiations with more than 150 operators across Europe and beyond. This was in response to an EU-wide directive ending roaming charges and even though our Islands are outside of the European Union, we were determined that our customers shouldn't be disadvantaged. By putting our customers' needs first, more people enjoyed dramatically reduced roaming bills over the key summer period and could travel with confidence.
Leading the market, JT were the first to dramatically
reduce data roaming rates.
A major new sporting event held on the
St Helier Waterfront which was broadcast to millions.
Super league triathalon, Jersey
JT Market Rocks, Guernsey
International growth; enabling local prosperity
Almost three-quarters of our total revenue last year came from our International business, which reflects our expanding work and influence globally. You can read more about this later in this review, however, from a strategic perspective, it's important to explain why we are increasingly working beyond our shores.
The Channel Islands have a technologically-savvy population
and a dominant financial services industry dependent on Pixie Lott, Herm
the speedy and safe processing of huge volumes of digital
data. Yet we remain just 165,000 people with a competitive
telecoms market, so we cannot rely on local revenue alone
to pay for the infrastructure that our islanders rightly expect. Supporting our local community Round-up
To allow us to provide this, our partners and customers As well as working to provide the products and services our As well as our International expansion, JT's true success is built everywhere from Kenya to Canada all play their part helping us customers require, we have a similar emphasis on ensuring we on the loyalty and support from Channel Island customers and generate revenues to reinvest back in our islands. play our part in supporting and making an active contribution to we will continue to listen to them, through the many channels
the communities in which we live and work. There is a section
that people now choose to communicate. We're committed to Utilising the 750+ roaming agreements that we have signed on our community involvement later in this Annual Review,
continually learning, adapting and improving and can only do so with other operators, we've built a number of innovative however two events in 2017 really stand out for me. In Guernsey,
if our customers keep giving us feedback and we keep listening. products. In particular, we have developed world-leading we helped to organise a free open-air concert in Market Square,
Thankfully, through our mobile and full-fibre networks, as well as expertise in managed connectivity, SMS message routing, as part of The Lord's Taverners Summer Celebrity Cricket
at our shops and through our contact centres and social media, fraud protection services and the Internet of Things (IoT). More Weekend, which we have supported for the past seven years
customers have every opportunity to get in touch – and I'm
than 1.6 million JT IoT SIM cards are now in devices worldwide raising vital funds for this local charity. Whilst in Jersey, we were
grateful that they do.
and we have partnered with some leading global businesses, the official Technology Partner for Super League Triathlon, a
such as Inmarsat, who have identified JT as the ideal operator major new sporting event held on the St Helier Waterfront which
to give their technology uninterrupted connectivity. was broadcast to millions of people around the world bringing Ian cll oof onculusr sitoan 2keh0o1l7 wderas a gs for threeair st yeupa pr foortr J, oT aur cn usd I stoimnceerrs feloy tr thhaenik r
massive attention to Jersey.
loyalty and our people for their dedication. As we enter the
In December, we also signed an agreement with Andorra full-fibre age in 2018, I'm really looking forward to seeing what, Telecom to work together in areas such as IoT and Information together, we can achieve.
Security. The cooperation programme will also promote the
professional development of our people through secondments
and knowledge-sharing. From our apprenticeship, bursary
and graduate programmes to technical qualifications and
management training, JT is a business built on progression and Graeme Millar committed to opportunity. CEO, 11th May 2018
St Ouens Bay, Jersey
FIXED BROADBAND GLOBAL AVERAGE Download Mb/s Upload Mb/s
42.71 20.39
Rank Country Download Mb/s
1 Jersey 250.00
2 Singapore 161.53
3 Iceland 157.73
4 Hong Kong (SAR) 129.64
5 South Korea 117.49 6 Romania 105.74
7 Sweden 93.24
8 Hungary 90.94
9 Macau (SAR) 87.92 10 United States 84.66
Jersey will rank FIRST at the top of the global leader board with A full-fibre future to a full-fibre network.
speeds of up to 250Mb/s. It will also be the first place in the world to have every residential property and business directly connected
A little over 34,000 services were listed to be connected when the FULL-FIBRE IN FIGURES This year, Jersey will become the world's first full-fibre' island, with every first property was equipped with JT Fibre in May 2012.
household and business directly connected to JT's ground-breaking fibre We reached that original target last November, but more homes 150: number of people
and offices have been built since then and the extra 5,000+ on JT's fibre team
network. Fibre means that data speeds are guaranteed to the front door connections will be completed by the middle of this year.
£47.5m: project cost |
3,000+: kilometres of fibre-optic cable laid |
c40,000: properties connected to the network |
604,740: devices connected to Jersey's full-fibre network |
25.7: number of devices, on average, connected in each broadband premise in Jersey |
1: in the world for full-fibre connectivity |
1: in the world for download and upload speeds |
without any loss of signal strength along the way.
The JT Fibre project has provided hundreds of jobs in the Island, with the majority being local contracted staff supported by around 20 permanent JT staff. Other parts of the JT business have also contributed significantly to the project. JT has invested in staff and contractors by putting many through the City & Guilds Fibre Optic Cabling qualifications and a number have gone on to become full members of the Fibre-optic Industry Association.
When JT embarked on the Gigabit Jersey project in 2012, there was some doubt that the internet would become as important
and widespread as we were predicting. Now, few would doubt the significance of that investment in light of all the digital services that we take for granted, from catch-up television and smart homes to storing music collections in the Cloud. And that's not to mention the crucial role that technology plays in health, education, business and commerce.
Of course, fibre is not an end in itself; it is an enabler which helps From May 2018 other technologies to be deployed. We hope that the Island – with
our data speeds will its new robust, speedy and scalable communications infrastructure
– takes full advantage of the digital revolution to develop new
more than double. services, find new efficiencies, identify new USPs and add new
economic strings to its bow.
From May 2018, JT Fibre Broadband customers will begin to enjoy the fastest data download speeds in the world, when we more than double download speeds from 100 Mb/s to 250 Mb/s and increase upload speeds from 10 Mb/s to 50 Mb/s on our entry level plans.
With JT Fibre and the growing influence of Internet of Things (IoT); emerging industries like Fintech, Cloud computing, AI, Chatbots and
Blockchain all become very real possibilities for our Islands, enabled
by JT.
According to the Speedtest Global Index, which compares internet
speed data from around the world on a monthly basis, the country Becoming the world's first full-fibre island has undoubtedly been
with the fastest download speed in January 2018 was Singapore, a challenge but thanks to the work of an incredibly dedicated
with an average of 161.53 Mb/s, followed by Iceland, at 157.73 Mb/s. and resourceful team and the backing of our shareholder, JT has The UK was in 29th position, with an average of 50.45 Mb/s. delivered a world-first and as such Jersey now has the foundations
for many years of prosperity and economic development.
14 JT Annual Review 2017/18 15
Our position (and responsibility) as the largest telecoms operator We are also long standing supporters of National Coding
in the Channel Islands means that we have the resources, Week, an international effort to teach coding skills to children expertise and experience to provide world-class infrastructure and and adults. In 2017, the fourth NCW, more than 100 people customer service. It means we have the skills to provide both the attended events at the Digital Greenhouse, including 50 trying fastest mobile network in Guernsey*, and to install a full fibre-optic coding for the first time.
network ring' in and around St Peter Port. An £11m investment
that was initially planned to link schools and States buildings,
this is now also being rolled out to residential properties and businesses as quickly as we are practically able to do so.
With guaranteed download speeds of 1Gb and upload speeds of 100Mb/s, fibre technology has allowed Guernsey businesses to flourish.
Our continued investment and genuine passion for Guernsey extends beyond our award-winning mobile and fibre networks. JT's two data centres provide a range of diverse co-location and hosting services, which are highly secure and resilient. We are also a hosting and network partner of the Alderney Gambling Control
Commission, meaning we are licensed to support the Island's
growing e-Gaming sector. We also provide tailored private circuits
to Guernsey businesses, guaranteeing secure, dedicated internet
connections for high speed voice, video and data transfer.
In the business arena, JT has a long-standing relationship with
the Institute of Directors in Guernsey which saw us sponsor
their Seminar series for the 4th year. Bringing together key
business leaders, stakeholders and influencers these seminars
cover thought provoking topics throughout the year which we
activGreenhousely pare Guernsticipate in. Wey's inaugure were alsal digital appro heavily inventiceship solved in the Digital cheme
helping young talent gain valuable work experience in the digital Our thanks go to JT and technical space over the summer. This 8 week programme
for their on-going support, creates valuable opportunities for young talent to gain real life
which has helped us to experiences in the workplace.
secure some of the best
tribute acts on the scene. As proud as we are of our achievements in Guernsey, we love nothing more than giving back to the wider community in which
David Nussbaumer we live and work in. We're a huge supporter of local music
talent and helping to bring other acts to the Island. The free JT-sponsored Cobo Bay Balcony Gigs have been running for
over five years and are attended by thousands of islanders and visitors each year and in 2017, we introduced a new concert to Guernsey's social calendar – JT's Celebrity Market Rocks, in aid of the Lord's Taveners. With top local act Buffalo Huddlestone headlining, the free gig included appearances by celebrities
House on Herm and Sunset on Herm are two other very popular
visiting for the Lord's Taverners annual Summer Celebrity Cricket Weekend, which JT has sponsored for the past seven years.
events which JT is honoured to support.
JT's second Channel Island home in Guernsey is growing from strength to
strength and we're really proud to be the only locally owned Telco in the JT is fullywant to continue t committed to givo continuing te our customers the best deals and the o invest in Guernsey and we
best networks to enable them to take full advantage of what Channel Islands. From our early days as Wave Telecom, JT has fought for a we have to offer. The States of Guernsey is in the process of
fair deal for islanders, providing fast, reliable and affordable communications developing a digital strategy with a vision to make the island one to an ever-growing base of loyal residential and business customers, in an offull par the most connectt in turning that ed places on the planet. JT is rvision into a reality, and we'readye really to play excit a ed
island with a strong digital agenda and future. for the digital future.
* As verified for two years running by Ookla, the world's leading speed-test application.
JT is a global leader in IoT connectivity. Other
mobile operators may steer customers onto
a particular network but JT's IoT SIM simply
The Internet of Things roams onto whatever network is strongest.
Having a strong and consistent internet connection is vital; if the SIM card is in a heart monitor, for example, that is very important.
JT is making fantastic strides in the IoT space and is expanding rapidly on a global scale. In 2017, for example, we added the
ability to change a SIM card's IMSI (its unique identifier) over the
air. If a customer approached to us and said: "We want to use JT's
IMSI, but we've negotiated a fantastic rate with an operator in a
particular country", we can put multiple IMSIs on each device with
relative ease. That is a significant technological development.
We have big ambitions when it comes to managed connectivity
as well. The IoT market is exploding and technology companies
are keen to create IoT solutions – and JT wants to power those Away from cellular networks, IoT devices can also communicate solutions. We want to take responsibility for connectivity, leaving over Low-Power, Wide-Area-Networks', which use a different the technology companies free to concentrate on the functionality part of the radio spectrum. This is useful for transmitting small
of their applications. Connectivity might be the boring' bit, but it's packets of information over long distances. Sensors transmitting the bit JT does very well. information over this type of network could, for example, monitor
air quality, charge drivers when they park in a space, or tell refuse Already, JT IoT SIMS are used extensively by logistics businesses collectors when a bin needs emptying.
tracking vehicles or assets and healthcare firms, where ultimate
connectivity is hugely important, such as in devices that monitor Jersey is a perfect environment to test LPWAN' technology blood pressure. They are also used in agriculture to track and because it is small, has a varied terrain and has world-leading monitor livestock, banking payment systems and many, infrastructure, including a full-fibre network, already in place. In many others. partnership with Digital Jersey, JT is creating an IoT Laboratory
in the island. By the middle of 2018, we will have a laboratory IoT already powering smart farming in Jersey built in one of our exchanges and we will be stocking it with our
partners' solutions and devices to showcase what IoT can be used
for, using all types of connectivity networks. There are different
types of low-power networks and Jersey already has two: a
Long-Range, Low-Power' (or LoRa) network and another variant
built and tested by Japanese tech giant Sony.
To demonstrate the potential of this latter network, JT deployed receivers in the centre and south of the island. Extensive drive and walk tests were undertaken by Sony Europe's engineers to confirm the extent of the coverage offered and therefore the potential low cost of operating a network using this innovative technology.
Commenting on the trial, Steve Beck, General Manager of Telecoms Research and Development at Sony Europe, said: "JT's
assistance during the trial was excellent and we really appreciated their support. While it wasn't possible to drive down every road in
the time available, we covered a large number of routes and were pleased to confirm such wide coverage using just two receivers."
With so many different networks, we expect more technology
businesses will want to come to Jersey to test their networks and devices. We plan to introduce more low-frequency technologies
later this year. With its full-fibre, mobile and innovative radio
networks, Jersey is quickly becoming one of the most connected places on earth.
Homegrown innovation on an International stage
Our JT International division is driven by innovation and over the past
five years has grown from strength to strength. Led by Managing
Director Tom Noel, the division (previously JT Wholesale) has With the popularitytechnologists were ofpre such platfdicting theorms as WhatsApp, s death ofMessaging, ome but with the developed four principal products, which now contribute almost one growth of such services as two-factor authentication and chatbots',
quarter of JT Group's EBITDA. ibt riesauknindge rfgoouirnbgi lalio rne nma oisbs ialen ctre a. n J sTa, cfotiro innss tiann 2c0e 1, c7o.mpleted a record-
Once again, JT has found an opportunity to save customers time
JT International's success is primarily built on making use of the and money. JT manages a great deal of routing information for
capacity in JT's well established, world-class infrastructure and our messaging aggregators' who want to better understand their
expertise in managed connectivity. Its aim is to create fast, original customers. In the UK, for example, the aggregator - who typically
and agile solutions to ensure JT maximises the use of its network sits between a business, such as clothing brand targeting a
capacity and passes on the cost benefits to our customers. particular customer, and a mobile network provider - can use JT's
service to instantly identify what network that customer belongs
Increasing international revenues not only means that more to. The fewer routes the message has to travel, the more efficient
money can be reinvested into our Channel Island networks; it also and cheaper it is for everyone. Contrary to market
means that Jersey and Guernsey businesses can benefit from
ground-breaking technology, such as taxi firms that can track We all recognise that fraud is a very real danger, particularly predictions, we don't expect their fleets around the islands to reduce journey time and fuel when we are overseas. JT International has developed a Fraud the messaging demand to
consumption, banks that can better protect their customers from Protection Service, which uses mobile operator data to provide
fraud, or States departments that can more accurately monitor real-time information to companies to help them prevent fraud slow down anytime soon.
our environment. and protect their customers. For example, in order to know if a
cash withdrawal is legitimate, a bank can check if the customer's
JT International has built a suite of products that meet increasing mobile phone is next to the ATM by monitoring its location. Or
demand for guaranteed connectivity, seamless and affordable online gambling companies can check if a customer is above the
roaming, and secure communications. Our latest is called Inbound legal age limit by cross-referencing their details with the billing Network Extension (INE). With INE, JT's roaming agreements sit data in a mobile network operator's system, which will include
on top of other operators' networks, which allows them to capture their date of birth.
inbound roaming traffic. These operators typically don't have their
own roaming agreements, or have far fewer than JT. The final focus and largest growth area of JT International is the Internet of Things, which is featured in full on page 16. Together,
JT maximises the use of our Take Telkom South Africa (TSA), for example. Before they these products meet global demand, they raise significant
revenue to reinvest in local networks, and they have established network capacity, passing on the parwith othertnered with JT operators. With INE, they, they had just under now hav 100 roaming agre more than 300 eements JT and the Channel Islands as a centre of digital innovation, which
cost benefits to our customers. using JT's existing agreements. Behind the scenes, our team will be recognised for many years to come.
handles the business-to-business billing, as well as the data
and financial clearing on behalf of TSA, providing a seamless
experience for the customer.
Meet some of our business leaders who coordinate JT's global operations.
Globally present Barna KIslands. As parutvolgyi is the CEt of the JT GrO ofoup, ekit ekit and Managing Director of JT in the Channel
supports and operates its own global
infrastructure with points of presence
With more than 750 roaming partners and more than 1.6 million global in Melbourne, Boston, London and connections, it is not surprising that JT has a growing international Jersey. JT's ekit team manage global
presence. We have more than 600 global employees, across 11 locations operations, software development
and are a trusted provider to some of
and are proud to service over 2,200 business customers globally. the travel industry's most influential
organisations. Roam the world
Our first roaming agreement was signed 25 years ago, While our heart beats firmly in the Channels Islands, our and we now have a portfolio of 750 operator partnerships
international activities fuel growth that benefits the whole group, globally. Every year, our roaming team, based in Jersey, has
to renegotiate all agreements to secure the best possible our customers and our shareholder. Crleads ouraig Samuel, who is bas American activities, helping ed in Arizona, rates for customers. We work to constantly upgrade our
US and international customers enable agreements and connectivity to the latest technologies, and connect their IoT (and other) which requires testing with each network, taking our team solutions with JT across the world. to all parts of the globe. It is no easy feat, but it's important JT also has a team based in Chicago for our customers to have access to every network in the who look after large enterprises, such world when on business or leisure travel. These agreements as Kraft Heinz who, with JT's help, also support JT International products, particularly in the rolled out a new telephone system and IoT space.
infrastructure to their offices last year.
The global journey of e-Gaming
e-Gaming companies are understandably keen to grow market
share by sharing their gaming content across networks and Based in Melbourne, John Diamond platforms globally so, in 2017, we made it possible for our
is our Australian and Asian senior customers to expand across multiple jurisdictions using JT as
Vice-President. In 2018, JT Australasia a single service provider.
Pty. Ltd. was formed to promote the
upcoming Fraud Protection Services Changes in gambling regulation now mean that gaming
business. operators are likely to require separate licences from different
regulators in each country they expand into. Dealing with a
different service provider in each jurisdiction would make this
journey even more time and resource consuming so, at JT, we
responded to this demand by signing data centre partnerships Paul D Taylor , who is Managing
across the globe. We will soon have partner centres available
Director of JT in Guernsey also has
in Canada, Hong Kong, USA, Gibraltar, Malta and Australia.
responsibilities across Europe, the
Middle East and Africa, supporting
As with all our global relationships with trusted providers, it
"We were very attracted to the truly unique business and international customers
means we can pass these time and cost benefits onto our
and industry-leading solutions that JT and seeking new opportunities for the
customers, while reinvesting into our Channel Island networks.
offers. It was evident that their approach to group.
tailor solutions to meet our business needs
would enable us to achieve our objective of
consolidating our systems and improving
connectivity for our staff. In 2017, we appointas CEO of our London-based Elliott Muellered JT Global
Enterprise division. A niche player in a
large field, JT Global Enterprise is able
Francesco Tinto, Global CIO of Kraft Heinz to provide some of the UK's leading
companies with innovative and agile solutions that other larger providers are unable to support.
PCAonUs Lum Re Er NEn Ag Uin Le Ter
Why JT? For me, it's meeting the
Our customers are a big part of what makes JT. The other important part customers and working on solutions
of our DNA is our people. Our people drive this business forward every that benefit them.
day; they are innovative and passionate and most importantly they strive Tdo woodworkell us something about in my spare time.you: I like to to give our customers the best experience they can. Customer compliment:
Here we meet some of our customer facing people and hear what their "I would like to commend the excellent
service and extensive advice given by customers have to say Paul Renault; I would readily recommend
him to anyone. Massive thanks to Paul
Renault for sorting out an issue brought
on by a UK company. Cheers Paul!"
DOM BARNES
Retail Sales Advisor
DAVID KITTOW LEON BOUHAIRE LAUREN DE SOUSA
Why JT? I started working at JT
after finishing college and have done Why JT? I love the diversity of the job Why JT? The products and services we Why JT? JT is made up of many since. I enjoy working at JT because
as one day I could be up a telephone provide are world-class and I work with talented and passionate individuals everyone shares the same vision and
pole and the next I could be installing such a great team. My days are varied, and I feel part of an organisation is dedicated to the cause. That being
the latest smart home products. challenging and exciting. with customers at the heart of to enable, acknowledge and act as the
decision making. top telecommunication company on Piece of tech you can't live without: Interesting Fact: My father worked at
the island! This truly is a great family My iPhone – I use it for all my general JT for 38 years before retiring and my Tell us something about you: I was
environment where everyone is there for work and emails, but additionally its wife joined 6 months ago so JT is a very the manageress of a local patisserie
each other, and never hesitates to help now become one of my main tools for big part of the Bouhaire family. for 6 years before joining JT.
one another. I look forward to staying with faulting routers, Wi-Fi issues, IP issues.
Customer compliment: Customer compliment: JT and moving on up as the years go on. Customer compliment: "I just wanted to say that I was very
"I just wanted to say a huge thank impressed with Leon. He came up Intabout meresting Fyself is anact: I supposything with more a weire than d fact you to David, who helped connect my with a quick and easy solution to
90-year-old Mum to Wi-Fi! A fabulous fix a problem cable that had been four legs creeps me out.
job and loads of patience with her. uncovered by the removal of a carpet Customer compliment:
Thanks a million! Dave has been during renovation work in my house. "Amazing – JT – Dominic Barnes. I was extremely helpful in resolving the issue The alternative would have involved having a few issues in store at JT this and has provided us some very useful chasing a concrete wall, more work, afternoon and Dom saved me! His
asset Dave is to your team." He was both friendly and professional". custthe patience ofomer service w a saint, I would highlyas fantastic! He has
and valuable advice. What an absolute more expense for me and a LOT of dust.
recommend him if you are having any problems. Really lovely genuine guy JT are very lucky to have him. Thank you Dom!!"
DARREN KENNY
Customer Solutions Engineer
Why JT? I enjoy that each and every job can be so different. I also get a lot of
satisfaction after resolving a technical STEPHEN PAGE fault for our customers.
Piece of tech you can't live without: Why JT? I enjoy the large network My iPhone would be one of the top 5 projects I am involved in (particularly tools that I use on a daily basis to do LAN & WAN) and I enjoy working my job, emails, scheduled work and the with our business customers
apps that I found invaluable like the to make their life easier and their spirit level! business more efficient.
Customer compliment: Piece of Tech you can't live
"I wish to compliment JT on the excellent without: My fibre level loss meter – assistance I have received from Darren, I used to measure the given light found him a very pleasant, knowledgeable, level loss of a fibre.
and experienced person, who fitted a new
Customer compliment:
modem, tested the system and ensured
that there were no more problems. He is a
real asset to Telecoms, well done!"
PIPPA DONOVAN
Digital Customer Experience Co-ordinator
Why JT? It's a local company who cares about our customers, our Islands, and
its employees. There are great career development and training prospects in JT and I've learned such a lot in the time that I've been here.
Tell us something about you: I was part of the England rounders team for 6 years! (Yes, rounders is a sport! And yes, there is a national team!).
Customer compliment:
"From start to finish she was extremely knowledgeable, helpful, polite and patient and I really felt she went the extra mile. Pippa's friendly personality definitely came across online. Her knowledge was second to none. An excellent all-round employee!"
At JT, we're proud of our Channel Island
roots and the contribution we make in
our local communities. We're also lucky to Autism Jersey Golf Day have people who champion and volunteer We sponsored and supported the annual Autism Jersey
for community involvement Golf day, which raised over £20,000.
in their own time. Super League Triathlon
JT Daredevils Jersey hosted the Super League Triathlon with JT as the official
Every year, we ask our people to vote for a chosen charity
Technology Partner. The weekend of sporting action in September
and 2017 was dedicated to the hard work of Alzheimer's Our JT Daredevils' – ten intrepid JTers who volunteered to freefall brought some of the sport's biggest names to Jersey for plenty
charities across the islands, where our teams raised over from 10,000 feet above St Aubin's Bay before parachuting down to of high-adrenaline action that reached a worldwide television and
£10,000 for Jersey Alzheimer's Association and Guernsey land on the beach to raise money for charity. online audience.
Alzheimer's Association.
We also support many other events and community activities, all with the aim of giving something back to the people of our Islands: both residents and businesses.
There were many highlights for us, here are but a few
Summer of Music
JT provided over 25 FREE music events showcasing local and International talent in Guernsey through our sponsorship of
Celebrity Market Rocks in aid of The Lord's Taverners, The Cobo Bay Balcony Gigs, the House on Herm and Sunset on Herm festivals.
Let s Get Recycling Free Code Workshop
We worked with local primary schools across Jersey 2017 was the 4th year for National Coding Week, which we have Winter Seminars In reponse to Irma
to recycle more than 8,000 telephone directories. The sponsored in the islands since its inauguration. The week was the JT also joined the Channel Islands' response to the campaign encouraged children to reduce waste and most successful yet and saw hundreds of local and global activities JT's longstanding support for the Institute of Directors Seminar destruction caused by Hurricane Irma in the Caribbean teach them the importance of recycling, in exchange we taking place. JT ran free coding workshops for start-ups and small Series saw 4 high profile topics debated amongst large audiences and Florida by waiving all roaming charges for any JT donated 53 tablets to schools throughout the island. businesses. of industry leaders and key business influencers in Guernsey. customer caught up in the disaster.
Dividends paid (£'m)
5.0
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4.5 Performance review
4.0 3.5
3.0 2.5 2.0
1.5
How are we doing? Headline results Ordinary dividends paid during the year rose by 52% (2016:
81% ). No exceptional dividend ( 2016: £2.4m ) was paid during 1.0
JT's financial results are similar to last year's, but with higher 2017.
depreciation charges reflecting JT's ongoing investment in Jersey JT Group Limited 2016 (£'m) 2017 (£'m) 0.5
infrastructure and higher tax charges due to US tax rate changes.
Cash flow from operating activities decreased by 13% to 0
Revenue 185.0 260.7 £37.5m, and of this cash generated:
Revenue is obtained through providing telecommunication services 2016 2017
to consumer, enterprise and wholesale customers: fixed access Gross profit 90.7 92.0 • £21.8m (2016: £23.5m) was used on capital expenditure, Ordinary dividend Exceptional dividend charges and network usage, mobile airtime usage, messaging and equivalent to 8% (2016: 13%) of revenue (£'m) (£'m)
data services, interconnection and roaming revenue, broadband Operating profit 11.7 11.1 • £6.9m (2016: £7.6 m) was paid to States of Jersey as
rentals and usage, private circuit rentals, equipment, sales through corporate tax, preference interest and dividends Cash at Bank
international sponsored roaming, fraud protection services and Profit on ordinary activities • £1.7m (2016: 2.0m) was used to contribute to pension (£'m)
IoT and maintenance and support services. before taxation 9.0 9.0 schemes and net of non-Jersey taxes paid and refunded 25
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• £2.2m (2016: £2.2m) was used to pay net interest on
20
Revenue rose by 41% to £260.7m mainly from the increase in low Profit on ordinary borrowings, offset by £0.4m (2016: £nil) in proceeds from
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margin off-island wholesale voice revenues (137%) (2016: -20%). activities after taxation 6.0 4.8 disposals, leaving £19.8m (2016: £14.8m) in cash at bank at 15
Other increases in revenue from our growth business lines within year end.
fraud protection services (48%) (2016: 48%), sponsored roaming 10
(117%) (2016: 100% as new business line) and IoT (19%) (2016: Revenue 5
138%) helped to offset the decline in fixed line (-5%) (2016: -8%)
and equipment and device sales (-14%) (2016: 26%). (£'m) 0
300 Gross profit rose by 1% to £92.0m, mainly due to growth in our 250
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70% |
57% |
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international lines of business in fraud protection services (48%)
(2016: 16%) and IoT business (20%) (2016: 101%). 200 150
Operating profit was £11.1m (2016 £11.7m). This decrease was mainly due to an increase in depreciation and amortisation (excluding goodwill) charges from £16.8m to £19.3m arising from JT's continued investment in its network to support local and international customers. Capital expenditure during the year was £22.0 m (2016: £22.8m). The Gigabit programme made up 54% of the overall investment in 2017. Increased depreciation charges were somewhat offset by falling operating overheads and costs across the group.
100 50 0
2016 2017
Jersey (£'m) Rest of the World (£'m)
Gross Profit Profit on ordinary activities before taxation was £9.0m (2016: (£'m)
£9.0m) despite a fall in operating profits following an increase in 100
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the value of shares purchased in Energous Corporation of £0.2m 80
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and decreased interest charged to the income statement of
£0.3m compared to 2016. 60
40
Profit on ordinary activities after taxation was £4.8m (2016:
£6.0m) from increased tax charges following tax reform in the US 20
which resulted in a prior year adjustment to reduce the value of 0
our deferred tax asset in ekit.com Inc (a US subsidiary).
2016 2017 Gross Profit (£'m)
"JT's global success brings investment back 2016 2017
to the Island and its Jersey shareholders"
Cash at Bank (£'m)
£2.0m Jersey income tax
£4.7m Dividends paid
£1.7m Pension net of non-Jersey paid and refunded £5.3m Net increase in cash
£2.4m Interest paid
£0.4m Capital expenditure Rest of World £0.9m Capital expenditure Guernsey £20.5m Capital expenditure Jersey
Board of Directors
JOE MOYNIHAN MERIEL LENFESTEY
Non-Executive Director (appointed Non-Executive Director, Chairman JOHN STARES
with effect from 1 May 2018) of the Remuneration Committee (resigned as Chairman with effect
from 31 March 2018)
Joe Moynihan is an experienced Meriel joined JT's Group Board as a
international financial services executive Non-Executive Director in 2016. She has
with senior level commercial and public- experience driving and enabling a shift to
sector experience. He has held a wide customer centricity with forward looking
range of board level positions in Jersey and companies across a wide range of business
International businesses during a career sectors. After receiving her MA in Computer
that has spanned over 30 years. This Related Design from the Royal College of
includes being President of the Jersey Art, spells working at Microsoft in the US
Bankers Association, Chief Officer/Director and the BBC in London, in 1997 she
of Financial Services for the States of founded a London-based User Experience
Jersey, and consultant to a number of Company and grew it to become the UK
financial services projects. Joe has an MBA market leader and highly respected globally.
PHIL MALE COLIN TUCKER SEAN COLLINS from the CASS Business School, University Her work has included tactical and strategic KEVIN KEEN
Chairman Non-Executive Director, Non-Executive Director, Chairman of London, is a fellow of the Association of engagements with clients embracing digital
(resigned as Chairman of the Audit (with effect from 1 April 2018) Senior Independent Director of Audit and Risk Committee Chartered Certified Accountants and a transformation across many sectors
and Risk Committee with effect graduate of the Irish Institute of Bankers. including Financial Services, Consumer
from December 2017)
After obtaining a computer science Senior Independent Director A chartered accountant and a graduate in Electronics & Software, Telecoms, Media,
degree at Imperial College, Phil Male was a Dr Colin Tucker trained as an Electrical Classics from Cambridge University, Sean Retail, Transport and Public Sector. She is
founding director of Computer Newspaper Engineer at UMIST achieving a BSc, MSc was formerly a senior audit and advisory also a Non-Executive Director for several
Services and became involved in the and ultimately a PhD. He has spent over 25 partner at KPMG, where he had worked companies including Aurigny locally. She With sincere thanks to out-going Chairman start-up of Demon Internet (one of the years in the telecommunications industry since 1972. From 2009 to 2012, Mr Collins holds voluntary roles with the IoD and and Board members John Stares and Kevin world's first commercial Internet Service in a number of senior roles. The last two was Head of Markets, Asia Pacific, Startup Guernsey. Keen for their valuable personal Providers), ultimately becoming the positions were as main board director and responsible for the firm's business contributions to JT during 2017. John Technical Director with responsibility for COO of Orange Plc and Managing Director development in the Asia Pacific region. He Stares stood down as Chairman as of
all operational and development activity. and Deputy Chairman of 3. Colin has also also led the Global Communications and March 2018 and Kevin Keen left the JT The company was acquired by Scott ish served as a Non-Executive Director for Media practice for over a decade. Mr Board in December 2017.
Telecom in 1998 and Phil was one of the Sarantel, TTP, Morse, and Monitise and as Collins has deep and extensive experience
three founding directors that floated the Chairman of UIQ Technologies. In addition of corporate governance, financial
combined business on the London Stock to his industrial experience Colin has acted reporting and other corporate disciplines, GRAEME MILLAR
Exchange as THUS Plc in 1999. as Industrial Professor at Loughborough gained during many years as lead partner Chief Executive Officer
Phil became Chief Operating Officer in University and continues to assist in the for a large number of major international
2002, and when THUS was acquired by academic world with management and clients. He was the Senior Independent Graeme was appointed JT CEO in January
Cable & Wireless Worldwide in 2008, Phil mentoring of spin-out companies coming Non-Executive Director and Chairman of 2010. A Cambridge science graduate with
became Group Operations Director, then from Edinburgh University. the Audit Committee of Millennium &
Chief Strategy Officer and served on the Copthorne Hotels Plc until December aG rpaoesmtger ahdasuaotvee ern2g5inyeeearrisn go fq teualelicfiocmatsio n, JOHN KENT
Executive Board, leading the demerger 2014. Other appointments include experience. Graeme has worked in Chief Financial Officer
and listing of Cable & Wireless Worldwide member of the Conduct Committee and countries as diverse as the USA, Russia,
Plc in 2010. Phil left Cable & Wireless Case Management Committee of the
in 2010 and today serves as a Non- Financial Reporting Council, former Hcoumngpaarnyieasnsdu tchhe asNe Vthoedralafonndes afonrd John joined JT as CFO of the JT Group in
Executive Director on a number of boards, trustee of the Royal Society for Asian Motorola. Immediately prior to taking up February 2012. He is a highly commercial
actively investing in new technology Affairs, Trustee and Finance Chairman at his role at JT Group, Graeme was the Chief CFO who has spent a major part of his
businesses, and works in an advisory Cystic Fibrosis Trust, Governor and Commercial Officer Russia for MTS, ccaormeeprawnioerskiinn gthfeo ru ttwilitoielas rsgeec FtoTrS,VEo dafone
capacity with a number of institutions in Chairman of More House School in Surrey,
the City. England. Sean is also a Crown Ropusesraiat'osr l. a Inrgaedsdt imtioonb itloe hteislerpohleo ante J T, and British Gas, in financial and commercial
Representative at the Cabinet Office, Graeme is also a Non-Executive Director of lweaads ethrsehCipFrOo lfeosr. VPoridoar ftoonjoei nIrienlagnJdT,, tJhoehn1
overseeing the provision of
telecommunication services by major Wanedll ii ns ga t Foenl lPoawr tonfetrhseMInasntaitguetemoef nDt iLreimctiotersd. billion turnover Vodafone operating
suppliers to UK Government. cMoamthpeamnya tbicass edde ginr eDeu fbrolinm. JCoahmn bhraidsgae.
Reappointment
The receipt of confirmation from Senior Management of the The Executive Directors are not subject to retirement by rotation proper operation of controls throughout the period of the review.
but they are subject to periods of notice related to the termination
of employment, as are other members of the Company's Senior The review and approval during the year of the schedule of Management. matters specifically reserved for its attention.
The Company has adopted a policy of requiring Non-Executive The review of reports received from the Audit Committee Corporate Governance
Directors to seek re-election after having served a three-year term. concerning the findings of the external auditors on the financial Non-Executive Directors who have served on the Board for nine statements of the Company and the systems of internal control. years or more are required to retire from the Board and
seek re-election on an annual basis. Directors appointed to fill a
casual vacancy must seek formal appointment by the Audit Committee
shareholders at the next Annual General Meeting ("AGM").
Relations with the shareholder
Compliance with the UK Corporate Governance Meetings and Committee membership While the Company is wholly owned by the States of Jersey, under Code 2016 (the Code'). the terms of Article 32(6) of the Telecommunications (Jersey)
During the year, the Board met eight times. Details of attendance
Law 2002, the Minister for Treasury & Resources (the "Minister") is The Company adheres to the principles of good corporate at Board meetings are as follows:
charged as its representative in matters related to its shareholding governance and best practice set out in the Code and, in
in the Company. Limitations on the powers of the Minister, which particular, has in place a sound system of internal controls to
Number of Board Meetings relate principally to share ownership matters, are set out in that safeguard its shareholder's investment and its assets.
in 2017 8 same article. In order to ensure an appropriate accountability Directors and the Board Sean Collins 8 framework, a Memorandum of Understanding exists between the
Company and the Minister, and that Memorandum of
The Board Kevin Keen 8 Understanding recognises the obligation that the directors have in
John Kent 8 regard to cooperating at all times in the best interests of the During the financial year the Board consisted of eight directors, Meriel Lenfestey 7 company.
two of whom are Executive Directors and six of whom are
Phil Male 8 Internal Controls
Non-Executive Directors. The Board has a schedule of regular
meetings, normally between six and eight per year, with any Graeme Millar 8
The Board is responsible for ensuring that there are effective additional meetings convened as and when required. The Board John Stares 8
is collectively responsible for the long- term success of the Colin Tucker 8 systmisstatems ofement or internal contr loss and tol in place to ensure that business objectivo reduce the risk of es are Company. This is achieved by setting the overall operating
met. These systems are designed to manage and mitigate strategy, approving detailed business plans and overseeing
(rather than to eliminate) the risk of failure to achieve business delivery of objectives by continually monitoring performance Director independence
objectives and can only provide reasonable and not absolute against those plans. The Board establishes the culture, standards
assurance against material misstatement or loss.
and values of the Company. The Board oversees the management The Board considers all of the Non-Executive Directors to be
of risk, monitors financial performance and reporting and independent in character and judgement. In determining
The Company has developed and adopted corporate and ensures that appropriate and effective succession planning and independence, the Board considers the specific circumstances of
operational risk registers detailing and risk grading the significant remuneration policies are in place. Whilst maintaining oversight each Director. The Board has concluded that Sean Collins, Kevin
risks faced by the Company. Alongside the register is a process
at regular meetings of the Board, the day to day operation of Keen, Meriel Lenfestey, Phil Male and Colin Tucker shall be
through which the significant risks faced by the business are
the Company has been delegated to the Executive Directors. deemed independent, with Colin Tucker adopting the role of
identified and evaluated on a regular basis and the controls The Board is supplied with a sufficient level of regular, detailed Senior Independent Director. John Stares, as Chairman of the
operating over those risks are assessed to ensure that they are and timely management information to allow it to discharge its Company for the year ended 31 December 2017, was considered
adequate.
functions efficiently. independent on appointment and, in accordance with the Code, is
not subject to the independence test thereafter.
The process of risk assessment and reviewing the effectiveness of Performance evaluation the systems of internal control is regularly reviewed by the Audit
Committee, accords with Turnbull guidance and has been in place In order to ensure that the Board continues to operate effectively, for the whole of the year, up to and including the date on which
the Board and its Committees carry out an assessment of the financial statements were approved.
performance across key areas. The results of the performance
assessments and appraisals are fed back to the Board as a whole Controls adopted by the Board (or its Committees) to ensure (as appropriate) and action taken accordingly. the effectiveness of the systems of internal control include the
following:
Other significant commitments
The review of the corporate and operational risk and control Under the terms of engagement for each Non-Executive Director, an
registers maintained and updated by the Company and of the indication of required hours is agreed that should enable the
status of any actions arising from their regular review. Non-Executive Directors to discharge their duties to the Company.
The level of commitment to the Company has not been impinged by
other significant commitments for any of the Non-Executive Directors.
41516_Annual_Review_210x270.indd 34-35
During the year ended 31 December 2017, the Audit Committee comprised Sean Collins (Chairman), Phil Male and Kevin Keen. The auditors, KPMG LLP, and the Executive Directors also attend the meetings by invitation.
There were five meetings of the Audit Committee during 2017, with full attendance at each of those meetings.
The terms of reference of the Audit Committee require it to meet at least twice per annum. Additional meetings may be called where deemed necessary. The Committee is charged by the Board with the following main responsibilities:
To monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company's financial performance.
To provide advice, when requested by the Board, on whether the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for the shareholder to assess performance, the business model and strategy.
Ensure that arrangements are in place for the proportionate and independent investigation of concerns raised confidentially by whistle-blowers about possible improprieties in matters of financial reporting or any other matters.
To review and monitor the adequacy, operation and effectiveness of the Company's internal financial and other controls and make recommendations for improvement where necessary.
To oversee the external audit process and manage the relationship with the external auditors.
To make recommendations to the Board as to the re-election and remuneration of the auditors at the Annual General Meetings based upon its assessment of the performance of the auditors and giving due regard to their continued independence and any other regulatory or professional requirements.
During the year ended 31 December 2017, the Audit Committee formed the view that there is now a need for an internal audit function and assigned accountability for this to a senior accountant reporting to the CFO.
11/05/2018 12:47
Review of Financial Statements Remuneration Committee Nomination Committee
To enable the Audit Committee to discharge its responsibilities effectively in respect of the financial statements, a number of processes are in place.
The Audit Committee is briefed by the Chief Financial Officer in advance of the year-end on the significant issues pertaining to the financial statements and how they will be dealt with. These issues are generally focused on the areas of subjectivity in the financial statements, changes in accounting or disclosure requirements and the accounting or disclosure implications of one off events occurring in the year. Where necessary, the Audit Committee considers evidence and independent third-party advice on the key matters for consideration. At the year end, the Audit Committee reviews the financial statements and related announcements and considers them in the context of the significant issues identified, the suitability of any key assumptions and the extent that they have been disclosed. The whole process is completed in consultation with the auditors, whose view is sought by the Audit Committee. The Audit Committee also consider, based on their knowledge of the business and issues arising, whether they can advise the Board that the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, the business model and strategy.
During the year ended 31 December 2017, the Remuneration Committee comprised Kevin Keen (Chairman) (resigned with effect from 31 December 2017), Sean Collins, Meriel Lenfestey (replaced Kevin Keen as Chairman of the Remuneration Committee), Phil Male, John Stares and Colin Tucker.
The Executive Directors, Graeme Millar and John Kent,
may also attend the meeting by invitation.
No director is allowed to be party to discussions regarding, or play any role in, the determination of their own remuneration. There were two formal meetings of the Remuneration Committee during 2017, with full attendance at each of those meetings.
The terms of reference of the Remuneration Committee allow it to meet as and when necessary to:
Review and determine the level of remuneration of Executive Directors.
Review and determine the level of remuneration of the Senior Management Team.
Review periodically the terms and conditions of employment of the Executive Directors and Senior Management Team.
During the financial year ended 31 December 2017, the Nomination Committee comprised Phil Male (Chairman), Sean Collins, Kevin Keen (resigned with effect from 31 December 2017), Meriel Lenfestey, John Stares, Colin Tucker and Graeme Millar . Executive Director, John Kent may also attend the meeting by invitation.
There were two formal meeting of the Nomination Committee during 2017, with full attendance at that meeting.
The Nomination Committee is primarily responsible for the selection and appointment of the Company's Executive and Non-Executive Directors, as and when required.
The other duties of the Nomination Committee include:
Making recommendations to the Board as to the re-election of Directors under the retirement by rotation' provisions in the Company's Articles of Association whilst giving due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required.
Reviewing and making recommendations to the Board as to the succession planning for Executive and Non-Executive Directors.
When selecting candidates for potential appointment as a Non-Executive Director, the Nomination Committee evaluates the needs of the Company and identifies the necessary skills
and experience required by candidates for consideration. The Nomination Committee makes recommendations to the Board taking into account the performance of the candidates at interview, their skills and experience and their ability to meet the specific needs of the Company. Consideration is given to the use of external recruitment consultants and open advertising in the recruitment process. However, this is weighed against the cost of doing so and the specialist needs of the Company as a Jersey- based telecom provider.
It is the policy of the Board to populate itself with Directors who have a diverse range of skills, attributes and backgrounds so that collectively, the Board is appropriately resourced to discharge its duties effectively and meet the changing needs of the business. A wide range of factors are considered in determining the appropriate composition of the Board including but not limited to technical expertise, local market knowledge and experience, independence, length of service on the Board and diversity.
Auditor appointment and additional services
The performance and effectiveness of the external auditors is monitored continually and formally considered by the Audit Committee before a recommendation is made to the Board regarding their reappointment. Length of service of the incumbent audit firm, effectiveness of the audit process, the independence and objectivity of the team, the depth and breadth of the audit approach, the level of fees and the quality of the service provided are all taken into account.
Make recommendations to the Board on the Company's overall Regularly reviewing the structure, size and composition, including framework of salaried staff remuneration and costs. the balance of skills and attributes required of the Board,
compared to its current position and making recommendations to Review and make recommendations to the Board concerning the the Board with regard to any changes.
remuneration of the Chairman.
Keeping under review the leadership needs of the organisation, both Executive and Non-Executive, including succession plans, with a view to ensuring the continued ability of the organisation to operate effectively.
The current auditor is KPMG LLP who replaced Deloitte LLP following a competitive tender for audit services for the year ending 31 December 2017 carried out in 2016, following which the Audit Committee's recommendation that the Board appoint KPMG LLP as the Company's auditors was approved. The Audit Committee considers the impact of the provision of any non-audit services by the external auditor on the objectivity and independence of the audit. The consideration has regard to the nature of the non-audit work, size of the fee relative to any audit, any potential involvement of the audit team in the work and the longer-term effect of the non-audit services on the relationship with the audit firm, including an assessment of their continuing objectivity and independence.
Directors' Report
Incorporation
JT Group Limited (the "company") was incorporated in Jersey, Channel Islands on 22 October 2002.
Principal activities
The principal activity of the company and its subsidiaries (the "Group") is the supply of telecommunication services and equipment.
The principal place of business is Jersey, Channel Islands.
Results
The results are set out on page 6 to 8 of the consolidated financial statements.
The Group made an operating profit of £11.1m (2016: £11.7m). This decrease is mainly due to an increase in depreciation and amortisation charges totalling £2.6m. Revenue has increased to £260.7m (2016: £185.0m).
Profit on ordinary activities after taxation was £4.8m (2016: £6.0m) from increased tax charges following tax reform in the US which resulted in a prior year adjustment to reduce the value of our deferred tax asset on ekit.com Inc (a US subsidiary).
At the year end the Group's net assets were £91.8m (2016: £92.4m).
The 2016 final and 2017 interim dividends of £4.7m were paid during 2017 (2016: £3.1m). No special dividend was paid during the year (2016: £2.4m).
The Directors have approved the payment of a final dividend for 2017 of £2.4m (2016: final dividend for 2016 of £1.2m).
Directors
The Executive and Non-Executive Directors of the group who served during the year and subsequently are:
Non-Executive
John Stares Phil Male Colin Tucker Sean Collins Kevin Keen Meriel Lenfestey Joe Moynihan | resigned 31 March 2018 resigned 31 December 2017 appointed with effect from 1 May 2018 |
Executive |
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Graeme Millar John Kent |
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Going concern
The Group's business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risk are described in note 3 of the consolidated financial statements.
The Group has considerable financial resources together with long-term contracts with customers and suppliers. Therefore, the Directors believe that the Group is well placed to manage its business risks successfully in the current operating environment.
Management have prepared a budget for 2018, projecting
cash flows and results for the year based on the strategies
being followed by the Group and have concluded that there is
a reasonable expectation that the company and the group has
adequate resources to continue in operational existence for the Directors' interests
foreseeable future. Accordingly, they continue to adopt the going
concern basis in preparing the annual report and the consolidated The Directors of the Group had no interests, beneficial or financial statements. otherwise, in the shares of the Group.
Insurance of Directors and officers
The Group maintains an insurance policy on behalf of all Directors and officers of the Group against liability arising from neglect, breach of duty and breach of trust in relation to their activities as Directors and officers of the Group.
Independent auditor
KPMG LLP were appointed as the company's auditors at the AGM on 5th June 2017 and have indicated their willingness to continue in office as auditor.
By order of the Board.
Daragh J McDermott Company Secretary
Financial Summary
The financial summary presents the main highlights from the The Group financial statements consolidate the financial
2017 financial statements prepared under accounting standards statements of the company and its subsidiary undertakings as at currently applicable in the United Kingdom and in accordance with 31 December each year. The results of subsidiary undertakings Jersey company law. A copy of the detailed audited consolidated acquired or disposed of during the year are consolidated for the financial statements may be obtained via www.jtglobal.com periods from or to the date on which control passed.
Consolidated income statement 2017 2016 for the year ended 31 December 2017 £'000 £'000
Revenue 260,660 184,968 Cost of sales (168,633) (94,275)
Gross profit 92,027 90,693 Operating expenses (80,949) (79,008)
Operating profit 11,078 11,685 Share of results of associated undertakings (2) (2) Gain/(loss) on financial assets at fair value through profit or loss 210 (8)
Profit before interest and taxation 11,286 11,675 Finance income and similar income 6 9 Finance costs and similar charges (2,328) (2,636)
Profit on ordinary activities before taxation 8,964 9,048 Tax on profit on ordinary activities (4,147) (3,020)
Profit on ordinary activities after taxation 4,817 6,028
Consolidated statement of comprehensive income 2017 2016 for the year ended 31 December 2017 £'000 £'000
Profit for the financial year 4,817 6,028
Currency translation difference (704) 768 Cash flow hedge movement 171 (171) Remeasurements of net defined benefit obligations 55 (42) Total tax on components of other comprehensive income (11) 8
Other comprehensive income for the year, net of tax (489) 563 Total comprehensive income for the year 4,328 6,591
Profit for the year attributable to
– Owners of the parent 4,817 6,028
– Non-controlling interest - - 4,817 6,028 Total comprehensive income attributable to
– Owners of the parent 4,328 6,591
– Non-controlling interest - - 4,328 6,591
Financial Summary
Consolidated statement of financial position 2017 2016 Consolidated statement of changes in equity At 31 December 2017 £'000 £'000 for the year ended 31 December 2017
Called up Equity Hedging Currency share capital reserve reserve translation reserve
Fixed assets
Intangible assets and goodwill 20,156 26,645 £'000 £'000 £'000 £'000 Tangible assets 112,468 109,224
Investment in associate 611 728 Balance at 1 January 2016 20,000 71,054 - (422) Other investments 4,209 3,999
Deferred tax asset 941 1,769 Profit for the year - 6,028 - - Other comprehensive income for the year - 734 (171) -
138,385 142,365
Total comprehensive income for the year - 6,762 (171) - Current assets Currency retranslation on foreign operations - - - 719 Inventories 3,355 6,433 Dividends - (5,496) - - Receivables due within one year 38,969 36,333
Receivables due after one year 3,013 2,519 - 1,266 (171) 719 Cash at bank and in hand 19,781 14,786
Balance as at 31 December 2016 20,000 72,320 (171) 297 65,118 60,071
Balance at 1 January 2017 20,000 72,320 (171) 297 Payables: amounts falling due within one year (38,548) (38,169)
Profit for the year - 4,817 - - Net current assets 26,570 21,902 Other comprehensive income for the year - (660) 171 -
Total assets less current liabilities 164,955 164,267 Total comprehensive income for the year - 4,157 171 -
Currency retranslation on foreign operations - - - (295) Payables: amounts falling due after more than one year (51,000) (51,000) Dividends - (4,692) - -
Deferred tax liability (9,238) (8,169)
| - | (535) | 171 | (295) |
Balance as at 31 December 2017 | 20,000 | 71,785 | - | 2 |
Provision for other liabilities (2,205) (1,849)
Post-employment benefits (725) (803)
2.5% Redeemable preference shares (10,000) (10,000)
Total non-current liabilities |
| (73,168) | (71,821) |
Net assets |
| 91,787 | 92,446 |
Capital and reserves |
|
|
|
Called-up share capital |
| 20,000 | 20,000 |
Currency translation reserve |
| 2 | 297 |
Hedging reserve |
| - | (171) |
Equity reserve |
| 71,785 | 72,320 |
Equity attributable to owners of the parent |
| 91,787 | 92,446 |
Financial Summary
Consolidated cash flow statement 2017 2016 Consolidated cash flow statement (continued) 2017 2016 for the year ended 31 December 2017 £'000 £'000 for the year ended 31 December 2017 £'000 £'000
Profit for the financial year 4,817 6,028 Cash flow from financing activities
Dividends paid (4,692) (5,496) Adjustment for:
Borrowings - (665) Tax on profit on ordinary activities 4,147 3,020
Interest paid (2,174) (2,200) Finance income and similar income (6) (9)
Preference dividend paid (200) (200) Finance costs and similar charges 2,328 2,636
Share of results in associate 2 -
Fair value movements on financial assets at fair value through profit or loss (210) - Net cash used in financing activities (7,066) (8,561)
Net increase in cash and cash equivalents 5,290 3,311 Operating profit 11,078 11,675
Cash at bank and in hand at beginning of the year 14,786 10,756 Amortisation of goodwill and intangible assets 7,986 6,323 Effect of foreign exchange rate changes (295) 719 Depreciation of tangible assets 15,945 15,104
Amortisation of goodwill in associate 115 24 Cash at bank and in hand at end of year 19,781 14,786 Loss on disposal of intangible assets 162 -
Loss on disposal of tangible assets 228 244
Provision for bad debts and bad debt write off 313 519
Inventory impairment 240 133
Currency translation difference 300 205
Operating cash flow before movement in working capital |
| 36,367 | 34,227 | |
Net charge on provisions |
| 356 | 171 | |
Decrease in inventories |
| 2,838 | 1,970 | |
Increase in receivables |
| (3,443) | (1,669) | |
Increase in payables |
| 1,428 | 8,576 | |
Cash flow generated from operating activities |
| 37,546 | 43,275 | |
Taxation paid |
| (1,950) | (2,311) | |
Pension contributions |
| (1,805) | (1,619) | |
Net cash flow generated from operating activities |
| 33,791 | 39,345 | |
Cash flow from investing activities |
|
|
| |
Purchase of intangible assets |
| (2,202) | (3,674) | |
Purchase of tangible assets |
| (19,606) | (19,149) | |
Purchase of associate |
| - | (652) | |
Disposal of intangible assets |
| 367 |
| |
Purchase of equity investment |
| - | (4,007) | |
Finance income and similar income |
| 6 | 9 | |
Net cash used in investing activities (21,435) (27,473)
Business combinations and goodwill Under the revised Terms of Admission there is insufficient
information available to use defined benefit accounting and, with Business combinations are accounted for by applying the effect from 1 October 2015, JT (Jersey) Limited has accounted
purchase method. for the scheme as if it was a defined contribution scheme.
Notes to the Financial Summary
General information Network equipment, fixtures and fittings and motor vehicles are
stated at cost less accumulated depreciation and accumulated JT Group Limited (the "company") and its subsidiaries (together impairment losses. The cost of network equipment includes all
the "Group") has its principal operations in Jersey. The Group cable, ducting and transmission equipment extending from the also has operations in UK, Australia and USA. The principal main switching systems to the customers' premises.
activity of the company and its subsidiaries is the supply of
telecommunication services and equipment. Capital work in progress comprises capital projects which are
under construction. Once completed, projects are capitalised as The Group financial statements of JT Group Limited have been separately identifiable assets and depreciated over their estimated
prepared in compliance with United Kingdom Accounting useful economic lives.
Standards, including Financial Reporting Standard 102, The
Financial Reporting Standard applicable in the United Kingdom The costs of tangible assets, less estimated residual value, are and the Republic of Ireland'' (FRS 102'') and in compliance with written off over their estimated useful economic lives on a straight- the Companies (Jersey) Law 1991. line basis as follows:
The ultimate controlling party of JT Group Limited is the States of Freehold buildings 50 years Jersey.
Leasehold buildings the term of the lease Jersey taxation
Motor vehicles 7 years
Current tax, including income tax in Jersey and foreign tax, is
provided at amounts expected to be paid (or recovered) using
the tax rates and laws that have been enacted or substantively Equipment fixtures and fittings:
enacted by the statement of financial position date.
Network infrastructure 3-25 years Deferred tax is recognised in respect of all timing differences that Other* 5-10 years
have originated but not reversed at the time of the statement of
financial position, where transactions or events that result in an *This includes freehold and leasehold fixtures and fittings.
obligation to pay more tax in the future or a right to pay less tax
in the future have occurred at the statement of financial position Intangible assets (excluding goodwill)
date. Deferred tax is measured on a non-discounted basis.
The cost of a business combination is the fair value of the
consideration given, liabilities incurred or assumed and of equity This change resulted in the release of the defined benefit liability, instruments issued plus the costs directly attributable to the held by the group on the statement of financial position from its business combination. previous accounting basis, down to nil as at 31 December 2015.
Associates The deficit in the defined benefit plan for TBPS, being the Investments in associates are accounted for using the equity difference between the value of the scheme assets and the
method. Investments in associates are initially recognised at the present value of the scheme liabilities, is recognised in the transaction price (including transaction costs) and are statement of financial position.
subsequently adjusted to reflect the group's share of the profit or
loss and other comprehensive income of the associate. Goodwill 201 employees of the company are members of PECRS. This has arising on the acquisition of associates is accounted for in been closed to new joiners since 2011. TBPS has 3 members. accordance with the policy set out above.
The company also offers employees the JT Group Limited Pension Financial assets - Investments Plan, which is a defined contribution scheme.
Investments in equity instruments which are not subsidiaries, Share capital, dividends and redeemable associates or joint ventures, are initially measured at fair value, preference shares
which is normally the transaction price.
The States of Jersey have been issued with 20m ordinary shares Such assets are subsequently carried at fair value and the at £1 each, authorised and fully paid up. The shares carry a voting changes in fair value are recognised in profit or loss, except that right of one vote for each share held.
investments in equity instruments that are not publically traded
and whose fair values cannot be measured reliably are measured Dividends of £4.7m (2016: £5.5m) were paid during 2017 to the at cost less impairment. States of Jersey.
Inventories In 2012, JT Group Limited issued 10m 2.5% preference shares at
£1 each to the States of Jersey Currency Fund, with interest Inventories are valued at the lower of cost and net realisable value, payable twice yearly.
and accounted for on a weighted average cost basis.
Other provisions for liabilities and charges
Provisions are recognised when the company has a present legal or constructive obligation as a result of past events. Asset retirement obligations and dilapidations are recognised as provisions as a result of the legal obligation for decommissioning costs on mobile site and property leases. These provisions are recognised through the statement of financial position.
Deferred tax assets are recognised to the extent that they are regarded as recoverable and that on the basis of available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Tangible assets
Tangible assets are stated at cost net of depreciation and any impairment. Cost includes the original purchase price and costs directly attributable to bringing the asset to its working condition for its intended use.
Buildings include freehold and leasehold retail outlets and offices. Buildings are stated at cost less accumulated depreciation and accumulated impairment losses.
Intangible assets (excluding goodwill) are stated at cost less accumulated amortisation and accumulated impairment losses. These intangible assets consist of internally and externally developed assets. Amortisation is calculated, using the straight- line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives as follows:
Websites and website development 3–5 years Software, software development and software applications 3–5 years Software licences the term of the licence
Pension and employee benefits
For defined benefit plans, the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of the staff costs. Past service costs are recognised immediately in the income statement.
The company has two defined benefit schemes of the Public Employees Contributory Retirement Scheme ("PECRS") and the Telecommunications Board Pension Scheme ("TBPS").
On 1 October 2015, JT (Jersey) Limited's pension assets and liabilities were moved out of the PECRS sub-fund and into the main scheme, administered by States of Jersey. This is considered to be a multi-employer (benefit) plan as defined by FRS 102.
Notes
Notes
PRIVATE AND CONFIDENTIAL
Annual Report and Audited Consolidated Financial Statements 31 December 2017
JT Group Limited
Stay in Touch
- JTsocial JTHelp
- JT Group Limited JTsocial JTHelp JT_Business
- JTsocial
- JT Group Limited JTsocial JTHelp JT_Business
PO Box 53, No1 The Forum, Grenville Street, St Helier Jersey, JE4 8PB
www.jtglobal.com
Facts and figures correct at time of publication. June 2018.
Directors' of JT Group Income Comprehensive Statement of Changes in Cash Flow Financial
2 Annual Report and Consolidated Financial Statements 3ements 31 December1 December 2017 2017 Directors' Report Responsibilities Limited Statement Income Financial Position Equity Statement Statements 1
Contents Directors' Report
01 Directors' Report The directors present their report and audited financial Directors
statements. The executive and non-executive directors of the group who 02 Statement of Directors' Responsibilities
served during the year and subsequently are:
03 Independent Auditor's Report to the Members of JT Group Limited Incorporation
04 Consolidated Income Statement JT Group Limited (the "company") was incorporated in Non-executive
Jersey, Channel Islands on 22 October 2002.
04 Consolidated Statement 2 of Comprehensive Income John Stares – resigned 31 March 2018
Phil Male
05 Consolidated Statement of Financial Position Principal activities Colin Tucker
06 Consolidated Statement of Changes in Equity The principal activity of the company and its subsidiaries Sean Collins
(the "group") is the supply of telecommunication services Kevin Keen – resigned 31 December 2017
07 Consolidated Cash Flow Statement and equipment. Meriel Lenfestey
Joe Moynihan – appointed with effect from 01 May 2018 08 Notes to the Consolidated Financial Statements
The principal place of business is Jersey, Channel Islands.
Executive
Results Graeme Millar
The results are set out on page 4 to 5. John Kent
The group made an operating profit of £11.1m (2016: Directors' interests
£11.7m). This decrease is mainly due to an increase in The directors of the group had no interests, beneficial or depreciation and amortisation charges totalling £2.6m. otherwise, in the shares of the group.
Revenue has increased to £260.7m (2016: £185.0m). Profit
on ordinary activities after taxation was £4.8m (2016: £6.0m) Insurance of directors and officers
from increased tax charges following tax reform in the US
which resulted in a prior year adjustment to reduce the value The group maintains an insurance policy on behalf of all of our deferred tax asset on ekit.com Inc (a US subsidiary). At directors and officers of the group against liability arising the year end the group's net assets were £91.8m (2016: from neglect, breach of duty and breach of trust in relation £92.4m). to their activities as directors and officers of the group.
The 2016 final and 2017 interim dividends of £4.7m were Independent auditor
paid during 2017 (2016: £3.1m). No special dividend was KPMG LLP were appointed as the company's auditors at the paid during the year (2016: £2.4m). Further details on AGM on the 5th of June 2017 and have indicated their dividends are included in note 9. willingness to continue in office as auditor.
The directors have approved the payment of a final dividend By order of the board for 2017 of £2.4m (2016: final dividend for 2016 of £1.2m).
Daragh J McDermott Going concern Company Secretary
The group's business activities, together with the factors
likely to affect its future development, its financial position,
financial risk management objectives, details of its financial
instruments and derivative activities, and its exposures to
price, credit, liquidity and cash flow risk are described in note
3 to these consolidated financial statements.
The group has considerable financial resources together with long-term contracts with customers and suppliers. Therefore, the directors believe that the group is well placed to manage its business risks successfully in the current operating environment.
Management have prepared a budget for 2018, projecting cash flows and results for the year based on the strategies being followed by the group and have concluded that there is a reasonable expectation that the company and the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and the consolidated financial statements.
JT Group Limited Statement of to the members Consolidated Statement of Consolidated Statement of Consolidated Consolidated
Directors' of JT Group Income Comprehensive Statement of Changes in Cash Flow Financial
2 Annual Report and Consolidated Financial Statements 31 December 2017 Directors' Report Responsibilities Limited Statement Income Financial Position Equity Statement Statements 3
Statement of Directors' Responsibilities Independent Auditor's Report to the Members of JT Group Limited
The directors are responsible for preparing the annual Our opinion is unmodified
report and the financial statements in accordance with We have audited the consolidated financial statements (the applicable law and regulations. "Financial Statements") of JT Group Limited (the "Company")
and its subsidiaries (together, the "Group"), which comprise the Company law requires the directors to prepare financial consolidated statement of financial position as at 31
statements for each financial period. Under that law the December 2017, the consolidated income statement, the directors have elected to prepare the financial statements consolidated statement of comprehensive income,
in accordance with United Kingdom Generally Accepted consolidated statement of changes in equity and consolidated Accounting Practice, (United Kingdom Accounting cash flow statement for the year ended 31 December 2017, Standards and applicable law), including FRS 102 "The and notes, comprising significant accounting policies and Financial Reporting Standards applicable in the UK and other explanatory information.
Republic of Ireland". The financial statements are required
by law to give a true and fair view of the state of affairs of In our opinion, the accompanying financial
the group and of the profit of the group for that period. statements:
In preparing these financial statements, the directors are – give a true and fair view of the financial position of the Group required to: as at 31 December 2017, and of the Group's financial
performance and the Group's cash flows for the year then
• select suitable accounting policies and then apply ended;
them consistently;
– are prepared in accordance with United Kingdom accounting
• make judgements and estimates that are reasonable standards, including FRS 102 The Financial Reporting
and prudent; Standard applicable in the UK and Republic of Ireland; and
– have been properly prepared in accordance with the
• state whether applicable accounting standards have requirements of the Companies (Jersey) Law, 1991.
been followed, subject to any material departures Basis for Opinion
disclosed and explained in the financial statements; and
We conducted our audit in accordance with International
• assess the company's ability to continue as a going Standards on Auditing (UK) (ISAs (UK)) and applicable law. concern, disclosing, as applicable, matters related to Our responsibilities are described below. We have fulfilled our going concern; and ethical responsibilities under, and are independent of the Company and Group in accordance with, UK ethical
• use the going concern basis of accounting unless they requirements including FRC Ethical Standards. We believe that either intend to liquidate the company or to cease the audit evidence we have obtained is a sufficient and operations or have no realistic alternative but to do so appropriate basis for our opinion.
We have nothing to report on going concern The directors are responsible for keeping proper accounting
We are required to report to you if we have concluded that the records that disclose with reasonable accuracy at any time
use of the going concern basis of accounting is inappropriate the financial position of the group and enable them to
or there is an undisclosed material uncertainty that may cast ensure that the financial statements comply with the
significant doubt over the use of that basis for a period of at Companies (Jersey) Law 1991. They are also responsible
least twelve months from the date of approval of the Financial for safeguarding the assets of the group and hence for
Statements. We have nothing to report in these respects. taking reasonable steps for the prevention and detection
of fraud and other irregularities. We have nothing to report on the other
information in the directors' report
The directors are responsible for the maintenance and The directors are responsible for the directors' report. Our integrity of the corporate and financial information included opinion on the Financial Statements does not cover that report in the group's website. Legislation in Jersey governing the and we do not express an audit opinion thereon or any form of preparation and dissemination of financial statements may assurance conclusion thereon.
differ from legislation in other jurisdictions.
Our responsibility is to read the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the Financial Statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the information presented in the directors' report.
We have nothing to report on other matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the Group; or
– the Group financial statements are not in agreement with the accounting records; or
– we have not received all the information and explanations we require for our audit.
Respective responsibilities Directors' responsibilities
As explained more fully in their statement set out on page 3, the Directors are responsible for: the preparation of the Financial Statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of the Financial Statements.
A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities
The purpose of this report and restrictions on its use by persons other than the Company's members as a body
This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Robert Seale
For and on behalf of KPMG LLP
Statutory Auditor, 15 Canada Square, London E14 5GL 4 May 2018
Auditor's Report Consolidated Consolidated Notes to the
JT Group Limited Statement of to the members Consolidated Statement of Consolidated Statement of Consolidated Consolidated
Directors' of JT Group ConsolidatIncome ed Comprehensive Statement of Changes in Cash Flow Financial
4 Annual Report and Consolidated Financial Statements 31 December 2017 Directors' Report Responsibilities Limited Income StatStatementement Income Financial Position Equity Statement Statements 5
Consolidated Income Statement Consolidated Statement of Financial Position
for the year ended 31 December 2017 as at 31 December 2017
2017 2016 2017 2016 Note £'000 £'000 Note £'000 £'000
Continuing operations Fixed assets
Revenue 260,660 184,968 Intangible assets and goodwill 10 20,156 26,645 Cost of sales (168,633) (94,275) Tangible assets 11 112,468 109,224
Gross profit 92,027 90,693 Investment in associate 23 611 728
Other investments 18 4,209 3,999 Operating expenses (80,949) (79,008)
Deferred tax asset 8(c) 941 1,769
Operating profit 11,078 11,685
138,385 142,365 Share of results of associated undertakings 23 (2) (2)
Gain/(loss) on financial assets at fair value through profit or loss 18 210 (8) Current assets
Inventories 12 3,355 6,433 Profit before interest and taxation 11,286 11,675 Receivables due within one year 13 38,969 36,333
Finance income and similar income 6 6 9 Receivables due after one year 13 3,013 2,519 Finance costs and similar charges 7 (2,328) (2,636) Cash at bank and in hand 19,781 14,786
Profit on ordinary activities before taxation 8,964 9,048 65,118 60,071 Tax on profit on ordinary activities 8 (4,147) (3,020)
Payables: amounts falling due within one year 14 (38,548) (38,169) Profit on ordinary activities after taxation 4,817 6,028
Net current assets 26,570 21,902 All the items dealt with in arriving at profit for the current year and preceding period relate to continuing operations
Total assets less current liabilities 164,955 164,267 Consolidated Statement of Comprehensive Income Payables: amounts falling due after more than one year 15 (51,000) (51,000)
Deferred tax liability 8(c) (9,238) (8,169) for the year ended 31 December 2017
Provisions for other liabilities 17 (2,205) (1,849) Post-employment benefits 22 (725) (803)
2017 2016 2.5% Redeemable preference shares 16 (10,000) (10,000)
Note £'000 £'000
Profit for the financial year
Currency translation difference
Cash flow hedge movement 19 Remeasurement of net defined benefit obligations 22 Total tax on components of other comprehensive income
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profits for the year attributable to
– Owners of the parent
– Non-controlling interest
Total comprehensive income attributable to
– Owners of the parent
– Non-controlling interest
The notes on pages 8 to 33 form an integral part of the consolidated financial statements
4,817 6,028 (704) 768 171 (171) 55 (42) (11) 8
(489) 563 4,328 6,591
4,817 6,028
– –
4,817 6,028 4,328 6,591
– –
4,328 6,591
Total non-current liabilities (73,168) (71,821) Net assets 91,787 92,446
Capital and reserves
Called up Share capital 21 20,000 20,000 Currency translation reserve 2 297 Hedging reserve - (171) Equity reserve 71,785 72,320
Equity attributable to owners of the parent 91,787 92,446
The consolidated financial statements were approved by the board of directors on the 4th of May 2018 and were signed on its behalf by:
G Millar
Chief Executive Officer
The notes on pages 8 to 33 form an integral part of the consolidated financial statements
Auditor's Report Consolidated ConsConsolidatolidated ed Notes to the
JT Group Limited Statement of to the members Consolidated Statement of Consolidated StatStatement ofement of ConsConsolidatolidated ed Consolidated
Directors' of JT Group Income Comprehensive Statement of Changes in Changes in Cash Flow Cash Flow Financial
6 Annual Report and Consolidated Financial Statements 31 December 2017 Directors' Report Responsibilities Limited Statement Income Financial Position EEquityquity StatStatementement Statements 7
Consolidated Statement of Changes in Equity Consolidated Cash Flow Statement
for the year ended 31 December 2017 for the year ended 31 December 2017
Called up
share Equity Hedging capital reserve reserve
Note £'000 £'000 £'000
Balance at 1 January 2016 20,000 71,054 – Profit for the year – 6,028 – Other comprehensive income for the year – 734 (171) Total comprehensive income for the year – 6,762 (171) Currency retranslation on foreign operations – – – Dividends 9 – (5,496) –
– 1,266 (171)
Balance as at 31 December 2016 20,000 72,320 (171) Balance at 1 January 2017 20,000 72,320 (171) Profit for the year – 4,817 – Other comprehensive income for the year – (660) 171 Total comprehensive income for the year – 4,157 171 Currency retranslation on foreign operations – – – Dividends 9 – (4,692) –
– (535) 171
Balance as at 31 December 2017 20,000 71,785 – The notes on pages 8 to 33 form an integral part of the consolidated financial statements
Currency
translation
reserve Note
£'000
Profit for the financial year
(442)
Adjustment for:
– Tax on profit on ordinary activities 8
– Finance income and similar income 6
– Finance costs and similar charges 7
719 Share of results in associate
– Fair value movements on financial assets at fair value through profit or loss
719 Operating profit
297 Amortisation of goodwill and intangible assets 10 297 Depreciation of tangible assets 11
– Amortisation of goodwill in associate 23
– Loss on disposal of intangible assets
– Loss on disposal of tangible assets
(295) Provision for bad debts and bad debt write off
– Inventory impairment
Currency translation difference
(295)
2 Operating cash flow before movement in working capital
Net charge on provisions
Decrease in inventories
Increase in receivables
Increase in payables
Cash flow generated from operating activities Taxation paid
Pension contributions
Net cash flow generated from operating activities
Cash flow from investing activities
Purchase of intangible assets
Purchase of tangible assets
Purchase of associate
Disposal of intangible assets
Purchase of equity investment 18 Finance income and similar income 6
Net cash used in investing activities
Cash flow from financing activities
Dividends paid 9 Borrowings
Interest paid
Preference dividend paid
Net cash used in financing activities
Net increase in cash and cash equivalents Cash at bank and in hand at beginning of the year Effect of foreign exchange rate changes
Cash at bank and in hand at end of year
The notes on pages 8 to 33 form an integral part of the consolidated financial statements
2017 2016 £'000 £'000
4,817 6,028
4,147 3,020
(6) (9) 2,328 2,636 2 – (210) –
11,078 11,675
7,986 6,323 15,945 15,104
115 24 162 –
228 244 313 519 240 133 300 205
36,367 34,227
356 171 2,838 1,970 (3,443) (1,669) 1,428 8,576 37,546 43,275
(1,950) (2,311) (1,805) (1,619)
33,791 39,345
(2,202) (3,674) (19,606) (19,149)
– (652)
367 –
– (4,007) 6 9
(21,435) (27,473)
(4,692) (5,496)
– (665)
(2,174) (2,200) (200) (200)
(7,066) (8,561)
5,290 3,311 14,786 10,756 (295) 719
19,781 14,786
Notes to the Consolidated Financial Statements
- General information
JT Group Limited (the "company") and its subsidiaries (together the "group") has its principal operations in Jersey. The group also has operations in UK, Australia and USA. The principal activity of the company and its subsidiaries is the supply of telecommunication services and equipment.
The company was incorporated in Jersey, Channel Islands on 22 October 2002 and the address of its registered office is No 1 The Forum, Grenville Street, St Helier, Jersey, Channel Islands, JE4 8PB.
- Statement of compliance
The group financial statements of JT Group Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland'' (FRS 102'') and in compliance with the Companies (Jersey) Law 1991.
- Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.
- Basis of preparation
These consolidated financial statements are prepared on a going concern basis, under the historical cost convention, as modified by the recognition of certain financial assets and liabilities measured at fair value.
The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 4.
Under Article 105 (11) of the Companies (Jersey) Law 1991 the directors of a holding company need not prepare separate accounts (i.e. company only accounts) if consolidated accounts for the company are prepared, unless required to do so by the members of the company by ordinary resolution. The members of the company have not passed a resolution requiring separate accounts and, in the directors' opinion, the company meets the definition of a holding company. As permitted by the law, the directors have elected not to prepare separate accounts.
- Going concern
The group's business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, details of its financial instruments and derivative activities, and its exposures to price, credit, liquidity and cash flow risk are described in the notes to these financial statements.
The group has considerable financial resources together with long-term contracts with customers and suppliers. Therefore, the directors believe that the group is well placed to manage its business risks successfully in the current operating environment.
Management have prepared a budget for 2018, projecting cash flows and results for the year based on the strategies being followed by the group and have concluded that there is a reasonable expectation that the company and the group has adequate resources to continue in operational existence for the foreseeable future and to meet its obligations as they fall due. Accordingly, they continue to adopt the going concern basis in preparing the annual report and the consolidated financial statements.
- Basis of consolidation
The group financial statements consolidate the financial statements of the company and its subsidiary undertakings together with the group's share of the results of associates made up to 31 December each year. Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities.
Entities, other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence are treated as associates. In the group financial statements, associates are accounted for using the equity method.
Notes to the Consolidated Financial Statements (continued)
3. Summary of significant accounting policies (continued)
- Basis of consolidation (continued)
Business combinations are accounted for under the purchase method. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used by the subsidiaries in line with those used by the group. All intra-group balances, income and expenses are eliminated on consolidation.
- Foreign currencies
- Functional and presentation currency
The group financial statements are presented in pound sterling ("GBP") and rounded to thousands. The company's functional and presentation currency is also GBP. Foreign currency transactions and operations are included in accordance with the policies set out below.
- Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end, foreign currency monetary items are translated using the closing rate and non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
- Translation
The trading results of group undertakings are translated into sterling at the average exchange rates for the year. The assets and liabilities of overseas undertakings, including goodwill and fair value adjustments arising on acquisition, are translated at the exchange rates ruling at the year end. Exchange adjustments arising from the retranslation of opening net investments and from the translation of the profits or losses at average rates are recognised in Other comprehensive income' and accumulated in the currency translation reserve in the statement of changes in equity.
- Revenue
Revenue comprises the value of network usage revenues, subscription fees, roaming income, equipment sales, directory income, income from maintenance and support services and other voice services. Revenue is stated net of sales taxes and trade discounts.
The group derives revenues from:
• Fixed monthly access charges and network usage (including revenues from incoming and outgoing traffic). Call revenues are recognised at the time the call is made over the network, whilst rentals are recognised evenly over the period to which the charges relate.
• Mobile telecommunications services earned from usage of the mobile network by the group's customers, subscription fees and interconnect revenue. Post-paid customers are billed in arrears based on usage and usage revenue is recognised when the service is rendered. Revenue for prepaid customers is recorded as deferred revenue prior to commencement of services and is recognised as the prepaid services are rendered.
• Broadband rentals and usage charges. Rentals are recognised evenly over the period to which the charge relates, whilst usage charges are recognised when the service is rendered.
• Private circuit rentals, which are recognised evenly over the period to which the charge relates.
• Inbound roaming revenue, earned from other mobile operators whose customers roam onto the group's network, and outbound roaming revenue earned from certain customers roaming outside their domestic covering area, are recognised based upon usage and are included in mobile service revenue.
• Subscription fees, which are recognised evenly throughout the periods to which they relate.
• Retail equipment sales, which are recognised at the point of sale.
• Corporate equipment sales, net of rebates, discounts and similar commissions, which are recognised at the point of sale. Connection fees are recognised upon delivery to the customer or activation by the customer, as appropriate.
• The provision of other services, including maintenance and support service contracts, which are recognised evenly over the periods in which the service is provided to the customer.
3. Summary of significant accounting policies (continued)
- Revenue (continued)
• Bundled products, which are allocated between the separate elements and the appropriate recognition policy applied to each element as described above.
• Significant long-term contracts. Where the outcome of the contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the statement of financial position date.
• Voice services revenue is recognised when voice traffic is carried over the company's own or third-party network based on the fair value of this traffic.
- Taxation
Current tax, including income tax in Jersey and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the statement of financial position date. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
When the amount that can be deducted for tax for an asset (other than goodwill) that is recognised in a business combination is less (more) than the value at which it is recognised, a deferred tax liability (asset) is recognised for the additional tax that will be paid (avoided) in respect of that difference. Similarly, a deferred tax asset (liability) is recognised for the additional tax that will be avoided (paid) because of a difference between the value at which a liability is recognised and the amount that will be assessed for tax. The amount attributed to goodwill is adjusted by the amount of deferred tax recognised.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates, except where the group is able to control the reversal of the timing difference and it is probable that it will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date that are expected to apply to the reversal of the timing difference. Deferred tax relating to property, plant and equipment measured using the revaluation model and investment property is measured using the tax rates and allowances that apply to sale of the asset.
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and the group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if: a) the group has a legally enforceable right to set off current tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Notes to the Consolidated Financial Statements (continued)
3. Summary of significant accounting policies (continued)
- Business combinations and goodwill
Business combinations are accounted for by applying the purchase method.
The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages the cost is the consideration at the date of each transaction.
Contingent consideration is initially recognised at estimated amount where the consideration is probable and can be measured reliably. Where (i) the contingent consideration is not considered probable or cannot be reliably measured but subsequently becomes probable and measurable or (ii) contingent consideration previously measured is adjusted, the amounts are recognised as an adjustment to the cost of the business combination.
On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.
Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. On acquisition, goodwill is allocated to cash-generating units (CGU's') that are expected to benefit from the combination.
Goodwill is amortised on a straight-line basis over its expected useful life which is assessed by each asset and varies from
5 to 10 years. Where the group is unable to make a reliable estimate of useful life, goodwill is amortised over a period not exceeding 5 years. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply.
- Tangible assets
Tangible assets are stated at cost net of depreciation and any impairment. Cost includes the original purchase price, costs directly attributable to bringing the asset to its working condition for its intended use. Assets held under finance leases are stated at the net present value of the minimum lease payments due at the inception of the lease.
- Buildings
Buildings include freehold and leasehold retail outlets and offices. Buildings are stated at cost less accumulated depreciation and accumulated impairment losses.
- Network equipment, fixtures and fittings and motor vehicles
Network equipment, fixtures and fittings and motor vehicles are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of network equipment includes all cable, ducting and transmission equipment extending from the main switching systems to the customers' premises.
- Capital work in progress
Capital work in progress comprises capital projects which are under construction. Accrued and expended project labour and material costs are accounted for as capital work in progress. Internal labour costs that were necessary and arising directly from construction or acquisition of the asset are capitalised as part of the project or asset to which they relate. Once completed, projects are capitalised as separately identifiable assets and depreciated over their estimated useful economic lives.
- Depreciation and residual values
The costs of tangible assets, less estimated residual value, are written off over their estimated useful economic lives on a straight-line basis as follows:
Freehold buildings – 50 years
Leasehold buildings – the term of the lease Motor vehicles – 7 years
3. Summary of significant accounting policies (continued)
- Tangible assets (continued)
iv. Depreciation and residual values (continued)
The costs of tangible assets, less estimated residual value, are written off over their estimated useful economic lives on a straight-line basis as follows:
Equipment fixtures and fittings:
Network infrastructure - 3-25 years Other* - 5-10 years
*This includes freehold and leasehold fixtures and fittings.
The assets' residual values and useful lives are reviewed, and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively. Repairs, maintenance and minor inspection costs are expensed as incurred.
- Intangible assets (excluding goodwill)
Intangible assets (excluding goodwill) are stated at cost less accumulated amortisation and accumulated impairment losses. These intangible assets consist of internally and externally developed assets. Amortisation is calculated, using the straight-line method, to allocate the depreciable amount of the assets to their residual values over their estimated useful lives as follows:
Websites and website development - 3–5 years
Software, software development and software applications - 3–5 years
Software licences - the term of the licence
Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met:
• it is technically feasible to complete the software so that it will be available for use;
• management intends to complete the software and use or sell it;
• there is an ability to use or sell the software;
• it can be demonstrated how the software will generate probable future economic benefits;
• adequate technical, financial and other resources to complete the development and to use or sell the software are available; and
• the expenditure attributable to the software during its development can be reliably measured.
The costs of materials, licenses, consultants, payroll and payroll-related costs for employees incurred in developing internal software are capitalised as intangible assets once technological feasibility is attained and the costs incurred are in connection with upgrades and enhancements to internally-developed software that result in additional functionality.
Where factors, such as technological advancement or changes in market price, indicate that residual value or useful life have changed, the residual value, useful life or amortisation rate are amended prospectively to reflect the new circumstances. The assets are reviewed for impairment if the above factors indicate that the carrying amount may be impaired.
Costs associated with maintaining computer software are recognised as an expense as incurred. Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.
- Impairment of assets
Assets, other than those measured at fair value, are assessed for indicators of impairment at each statement of financial position date. If there is objective evidence of impairment, an impairment loss is recognised in the income statement as described below.
Notes to the Consolidated Financial Statements (continued)
3. Summary of significant accounting policies (continued)
- Impairment of assets (continued)
- Non-financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use. If it is not possible to estimate the recoverable amount of the individual asset the group estimates the recoverable amount of the cash-generating units ("CGUs") to which the asset belongs.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the CGUs of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
- Financial assets
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
- Finance and operating leases
At inception the group assesses agreements that transfer the right to use assets. The assessment considers whether the arrangement is, or contains, a lease based on the substance of the arrangement.
- Finance leased assets
Leases of assets that transfer substantially all the risks and rewards incidental to ownership are classified as finance leases.
Finance leases are capitalised at commencement of the lease as assets at the fair value of the leased asset or, if lower, the present value of the minimum lease payments calculated using the interest rate implicit in the lease. Where the implicit rate cannot be determined the group's incremental borrowing rate is used. Incremental direct costs, incurred in negotiating and arranging the lease, are included in the cost of the asset.
Assets are depreciated over the shorter of the lease term and the estimated useful life of the asset. Assets are assessed for impairment at each reporting date.
The capital element of lease obligations is recorded as a liability on inception of the arrangement. Lease payments are apportioned between capital repayment and finance charge, using the effective interest rate method, to produce a constant rate of charge on the balance of the capital repayments outstanding.
- Operating leased assets
Leases that do not transfer all the risks and rewards of ownership are classified as operating leases. Payments under operating leases are charged to the income statement on a straight-line basis over the period of the lease.
3. Summary of significant accounting policies (continued)
- Finance and operating leases (continued)
- Lease incentives
Incentives received to enter into a finance lease reduce the fair value of the asset and are included in the calculation of present value of minimum lease payments.
Incentives received to enter into an operating lease are credited to the income statement, to reduce the lease expense, on a straight-line basis over the period of the lease.
The group has taken advantage of the exemption in respect of lease incentives on leases in existence on the date of transition to FRS 102 (1 January 2014) and continues to credit such lease incentives to the income statement over the period to the first review date on which the rent is adjusted to market rates.
- Inventories
Inventories are valued at the lower of cost and net realisable value, and accounted for on a weighted average cost basis. Cost includes the purchase price, including taxes and duties, transport and handling directly attributable to bringing the inventory to its present location and condition. Inventories are recognised as an expense in the period in which the related revenue is recognised.
Provisions are made for obsolete, slow moving or defective items where appropriate.
- Provisions and contingencies
- Provisions
Provisions are recognised when the group has a present legal or constructive obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Onerous lease provisions are measured at the lower of cost to fulfil or exit the contract.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognised as a finance cost.
Asset retirement obligations and dilapidations are recognised as provisions as a result of the legal obligation for decommissioning costs on mobile site and property leases. These provisions are recognised through the statement of financial position.
- Contingencies
Contingent liabilities are not recognised, except those acquired in a business combination. Contingent liabilities arise as a result of past events when (i) it is not probable that there will be an outflow of resources or that the amount cannot be reliably measured at the reporting date or (ii) when the existence will be confirmed by the occurrence or non-occurrence of uncertain future events not wholly within the group's control. Contingent liabilities are disclosed in the financial statements unless the probability of an outflow of resources is remote.
Contingent assets are not recognised. Contingent assets are disclosed in the financial statements when an inflow of economic benefits is probable.
- Employee benefits
For defined benefit plans, the amounts charged to operating profit are the current service costs and gains and losses on settlements and curtailments. They are included as part of the staff costs. Past service costs are recognised immediately in the income statement.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This net interest cost on the defined liability is charged to the income statement within finance costs. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to other comprehensive income. These amounts together with the return on plan assets, less amounts included in net interest, are disclosed as Remeasurement of net defined benefit liability'.
Notes to the Consolidated Financial Statements (continued)
3. Summary of significant accounting policies (continued)
- Employee benefits (continued)
Defined benefit schemes are funded, with the assets of the schemes held separately from those of the group, in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent currency and term to the scheme liabilities. The resulting defined benefit asset or liability, net of the related deferred tax, is presented within long term provisions in the statement of financial position.
For defined contribution schemes the amount charged to the income statement in respect of pension costs is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either accruals or prepayments on the statement of financial position.
Treatment of Public Employees Contributory Retirement Scheme (PECRS) from 1 October 2015.
On 1 October 2015, JT (Jersey) Limited's pension assets and liabilities were moved out of the sub-fund and into the main scheme, administered by States of Jersey. This is considered to be a multi-employer (benefit) plan as defined by FRS 102.
Under the revised Terms of Admission there is insufficient information available to use defined benefit accounting and, with effect from 1 October 2015, JT (Jersey) Limited has accounted for the scheme as if it was a defined contribution scheme. However, the scheme continues to be a defined benefit scheme.
- Financial instruments
Financial assets and financial liabilities are recognised when the group becomes party to the contractual provision of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
- Financial assets
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price.
Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publically traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
- Financial liabilities
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.
3. Summary of significant accounting policies (continued)
- Financial instruments (continued)
- Financial liabilities (continued)
To the extent that there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in derivatives' fair values are recognised in the income statement in finance costs or finance income as appropriate, unless they are included in a hedging arrangement. Timing of release into income statement depends on the hedge arrangement.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
- Hedging arrangement
The group applies hedge accounting for transactions entered into to manage the cash flow exposures of some transactions denominated in foreign currency. Forward exchange contracts are held to manage the foreign exchange rate exposures and are designated as cash flow hedges of foreign exchange transactions.
Changes in the fair values of derivatives designated as cash flow hedges, and which are effective, are recognised directly in equity. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in the income statement.
The gain or loss recognised in other comprehensive income is reclassified to the income statement when the hedge relationship ends. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the hedged debt instrument is derecognised or the hedging instrument is terminated.
- Associates
Investments in associates are accounted for using the equity method. Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group's share of the profit or loss and other comprehensive income of the associate. Goodwill arising on the acquisition of associates is accounted for in accordance with the policy set out above.
- Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts, when applicable, are shown within borrowings in current liabilities.
- Cost of sales
Cost of sales are accounted for on an accruals basis.
- Other operating expenses
Operating expenses are accounted for on an accruals basis.
- Finance income and similar income
Finance income and similar income is accounted for on an accruals basis.
- Finance costs and similar charges
Finance costs and similar charges are accounted for on an accruals basis.
- Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.
Notes to the Consolidated Financial Statements (continued)
- Summary of significant accounting policies (continued)
- Distributions to equity holders
Dividends and other distributions to the group's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the shareholders. These amounts are recognised in the statement of changes in equity.
- Related party transactions
The group discloses transactions with related parties which are not wholly owned within the same group. Where appropriate, transactions of a similar nature are aggregated unless, in the opinion of the directors, separate disclosure is necessary to understand the effect of the transactions on the group financial statements.
- Critical accounting estimates and key judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
- Key accounting estimates and assumptions
The preparation of financial statements in conformity with FRS 102 requires the use of accounting estimates and assumptions. It also requires management to exercise judgement in the process of applying the group's accounting policies. We continually evaluate our estimates, assumptions and judgements based on available information and experience.
The areas involving a higher degree of judgment or complexity are explained below.
- Intangible assets and goodwill
The group considers whether intangible assets and goodwill are impaired. Where an indication of impairment is identified the estimation of recoverable value requires estimation of the recoverable value of the cash generating units ("CGUs") to which the goodwill is attributed and the selection of appropriate discount rates in order to calculate the net present value of those cash flows.
Estimating the useful life of goodwill requires the exercise of judgement. Factors such as a change in the business, length of customer contracts, technological advancement and changes in market prices can indicate that the useful life has changed since the most recent reporting date. The carrying value of goodwill is disclosed in note 10.
- Useful lives of tangible assets
The annual depreciation and amortisation charges for tangible assets are sensitive to the estimated lives allocated to each type of asset. Lives are assessed annually and changed when necessary to reflect expected impact from changes in technology, network investment plans (e.g. Gigabit programme) and physical condition of the assets.
The carrying value of tangible assets are disclosed in note 11. The useful lives applied to the principal categories are disclosed on pages 11 and 12.
- Provisions
Provision is made for asset retirement obligations, dilapidations, contingencies and other debt related provisions. These provisions require management's best estimate of the costs that will be incurred based on legislative and contractual requirements. In addition, the timing of the cash flows and the discount rates used to establish net present value of the obligations require management's judgement.
Provision for doubtful debts - the group provides services to consumer and business customers, mainly on credit terms. Certain debts due to the group will not be recovered through default of a small number of customers. Estimates based on historical experience are used in determining the level of debts we believe will not be collected. The value of the provision for doubtful debts is offset against trade receivables due within one year on the statement of financial position.
Asset retirement obligations - as disclosed in note 17 the group's provisions principally arise from asset retirement obligations as a result of the legal obligation for decommissioning costs on mobile site and property leases.
In respect of claims and litigation the group provides for anticipated costs where the outflow of resources is considered probable and a reasonable estimate can be made on the likely outcome. The ultimate liability may vary from the amounts provided and will be dependent upon the eventual outcome of any settlement. The carrying value of provisions is disclosed in note 17.
4. Critical accounting estimates and key judgements (continued) 5. Operating profit
- Defined benefit pension schemes 2017 2016 Note £'000 £'000
TBPS
The group has obligations to pay pension benefits to certain employees. The cost of these benefits and the present value of Operating profit is stated after charging:
the obligation depend on a number of factors, including; life expectancy, salary increases, asset valuations and inflation. The
assumptions reflect historical experience and current trends. Further details are contained in note 22. As at the financial Wages and salaries 33,593 31,311 reporting date, there were three employees on the TBPS scheme. Social security costs 1,820 1,705
Total staff costs 35,413 33,016
- Gross versus net presentation Amounts capitalised (3,218) (2,249) When the group sells goods or services as a principal, income and payments to suppliers are reported on a gross basis in Staff costs charged to consolidated income statement 32,195 30,767 revenue and operating costs. If the group sells goods or services as an agent, revenue and payments to suppliers are
recorded in revenue on a net basis, representing the margin earned. Whether the group is considered to be the principal or Loss on disposals of tangible assets 228 244 an agent in the transaction depends on analysis by management of both the legal form and substance of the agreement Loss on disposal of intangible assets 162 – between the group and its business partners; such judgements impact the amount of reported revenue and operating Operating leases charge for the year – land and buildings 632 1,866 expenses but do not impact reported assets, liabilities or cash flows.
Depreciation 11 15,945 15,104
- Current and deferred income tax Amortisation of intangible assets and goodwill 10 7,986 6,323 The actual tax we paid on profits is determined according to complex tax laws and regulations. Where the effect of these Provision for and write off of bad debts 313 519 laws is unclear, estimates are used in determining the liability for the tax to be paid on past profits which is recognised in the Cost of inventory recognised as an expense 10,586 10,431
financial statements. The directors believe the estimates, assumptions and judgements are reasonable but this can involve Impairment of inventory 240 133 complex issues which may take a number of years to resolve. The final determination of prior year liabilities could be different
Charged provisions 356 171 from the estimates reflected in the financial statements and may result in the recognition of an additional tax expense or tax
credit in the income statement.
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. The group uses management's expectations of future revenue growth, operating costs and profit margins to determine the extent to which future taxable profits will be generated against which to consume the deferred tax assets.
The value of the group's income tax assets and liabilities is disclosed on the statement of financial position. The carrying value of the group's deferred tax assets and liabilities is disclosed in note 8.
- Inventory provision and impairment
Provisions are made for inventory impairment. This provision requires management's best estimate based on the assessment of various factors relating to the inventory on hand at the reporting date and historical experience.
The value of the inventory impairment is offset against the inventory balance on the statement of financial position. viii. Contingent and deferred consideration
The group has entered into acquisitions with deferred consideration, including amounts which are contingent on future events, where future payments are dependent upon the provision of future services or retention of specific individuals. They are considered to be future costs and are not accounted for as part of the cost of an acquisition. In the current year the directors have assessed the purchase of the interest in the associate for capital and future cost elements.
- Key judgements
i. Long term contracts
Where the outcome of long term contracts can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the statement of financial position date. This is normally measured by the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs, except where this would not be representative of the stage of completion. Estimation of the contract stage of completion requires management judgement.
- Finance income and similar income
2017 2016 £'000 £'000
Finance income and other similar income 6 9
- Finance costs and similar charges
2017 2016 £'000 £'000
2.5% preference dividends 250 250 Interest on bank loan and other short term borrowings 38 163 Interest on private placement 1,968 2,142 Net finance costs from pension schemes 21 28 Other interest payable 51 53
2,328 2,636
Refer to note 16 for details of the above financing activities
- Tax
- Analysis of tax charge in the year
2017 2016 £'000 £'000
Current tax
Current tax 2,426 2,007 Adjustment in respect of prior periods (44) 105 Total current tax 2,382 2,112
8. Tax (continued) 9. Dividends on equity shares
2017 £'000
Deferred tax
Timing differences 900 Adjustment in respect of prior periods 865 Total deferred tax 1,765 Total tax on profit on ordinary activities 4,147
- Factors affecting the tax charge
The tax charged for the period is different than the standard rate of income tax. The differences are explained below:
2016 The amounts recognised as distributions to equity holders in the year are:
£'000
2017 2016 £'000 £'000
1,088
Equity
(180)
908 Final dividend for the previous year end of 5.97p (2016: 4.78p) per ordinary share 1,194 956 3,020 Interim dividend for the current year of 17.49p (2016: 10.70p) per ordinary share 3,498 2,140 Special dividend for the current year of £Nil (2016: 12.00p) per ordinary share – 2,400
4,692 5,496
2017 2016 The group's redeemable preference shares are included in the statement of financial position as a liability and accordingly £'000 £'000 the dividends payable on them are included in finance costs and similar charges.
Profit on ordinary activities before taxation
Profit on ordinary activities multiplied by standard rate of income tax of 20% Effects of:
Expenses not deductible for tax purposes
Non-qualifying depreciation
Subject to tax at 0%
Losses not recognised/(utilised)
Reduction of deferred tax asset recoverable
Prior year adjustment
Effects of changes in tax rates
Non-taxable income
Loss on disposal of fixed assets
Deferred tax not recognised
Effects of group relief
Other tax adjustments
- Provisions for liabilities and charges – deferred taxation
Recognised deferred tax asset Accelerated capital allowances
Losses
Defined benefit pension deficit
Other
Total deferred tax liability provided
Deferred tax asset
Deferred tax liability
Net deferred tax liability provided
8,964 9,048
A final dividend of £2.4m (11.98p per share) (2016: £1.2m (5.97p per share)) has been approved for payment post year end. 1,793 1,810
310 237 10. Intangible assets and goodwill
302 365 Software Websites &
and Software Websites
902 748
Development Development
– 14 Goodwill Costs Cost Total
– (110) £'000 £'000 £'000 £'000
822 (75) Cost
– (1) At 1 January 2017 39,685 22,864 153 62,702
(42) - Additions – 2,202 – 2,202
(51) -
Disposals (1,693) (3,036) – (4,729) 2 -
Foreign currency translation adjustment (168) (143) – (311)
(19) -
At 31 December 2017 37,824 21,887 153 59,864 128 32
4,147 3,020 Amortisation
At 1 January 2017 (18,768) (17,169) (120) (36,057) Charge for the year (4,790) (3,168) (28) (7,986)
2017 2016 Disposals 1,244 3,035 – 4,279 £'000 £'000 Foreign currency translation adjustment – 56 – 56
At 31 December 2017 (22,314) (17,246) (148) (39,708)
(9,371) (8,468) Net book value
743 1,293 At 31 December 2016 20,917 5,695 33 26,645 145 161 At 31 December 2017 15,510 4,641 5 20,156 186 614
(8,297) (6,400)
The remaining useful economic lives for the goodwill held for Newtel and Corporate Communications Holdings Limited,
acquired in 2010 and 2012 respectively, are both 6 years at the statement of financial position date while that of eKit.com 941 1,769
Pty Ltd is one year. After its acquisition, Newtel's operations were integrated into JT (Guernsey) Limited's operations.
(9,238) (8,169)
(8,297) (6,400) Management considers the remaining lives to be appropriate for these entities as they operate in sustainable markets with
customers on long term contracts.
- Tangible assets 13. Receivables (continued)
Network Capital Receivables due after one year
plant and Motor work in
Buildings equipment vehicles progress Total 2017 2016 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2017
Additions
Disposals
Transfer from capital work in progress Foreign currency translation adjustment At 31 December 2017
Depreciation
At 1 January 2017
Charge for the year
Disposals
Foreign currency translation adjustment At 31 December 2017
Net book value
At 31 December 2016 At 31 December 2017
Trade receivables 3,013 2,519 38,655 210,995 1,627 1,881 253,158
209 214 – 19,335 19,758 Provision for bad debts
(752) (438) – – (1,190) 2017 2016 351 18,451 – (18,802) – £'000 £'000
(6) (213) – – (219)
At 1 January 2,039 1,779 38,457 229,009 1,627 2,414 271,507
Charge to the consolidated income statement (1,486) 260 At 31 December 553 2,039
(20,751) (122,398) (785) – (143,934) 14. Payables: amounts falling due within one year
(2,045) (13,751) (149) – (15,945)
2017 2016 231 433 – – 664 £'000 £'000
1 178 (3) – 176
(22,564) (135,538) (937) – (159,039) Trade payables 12,123 13,990 Corporation tax 2,153 1,442
Deferred revenue 10,837 11,094
17,904 88,597 842 1,881 109,224
Other payables and accruals 13,435 11,472 15,893 93,471 690 2,414 112,468
Forward exchange contract liability (note 19) – 171 At 31 December 38,548 38,169
- Inventories 15. Payables: amounts falling due after more than one year
2017 2016 2017 2016 £'000 £'000 Amounts falling due between one and five years £'000 £'000
Finished products 3,595 6,566 Private placement 51,000 31,000 Impairment (240) (133) 51,000 31,000
At 31 December 3,355 6,433 Amounts falling due after more than five years
Inventories of finished products include £1.5m (2016: £3.3m), to be used in capital work in progress on tangible assets. Private placement – 20,000
Total payables falling due after more than one year 51,000 51,000
- Receivables
2017 2016 16. Loans and other borrowings £'000 £'000
2017 2016 Trade receivables (net of provision for bad debts) 32,469 30,925 £'000 £'000
Prepayments and accrued income 6,500 5,408 Private placement 51,000 51,000 At 31 December 38,969 36,333 2.5% redeemable preference shares 10,000 10,000
At 31 December 61,000 61,000
- Loans and other borrowings (continued) 19. Derivatives instruments
As at 31 December 2017, there was no amount owing for the Revolving Credit Facility ("RCF") held by JT Group Limited 2017 2016 (2016: £nil). The RCF provides for an overdraft facility of £5m (2016: £15m). The facility is interest-bearing with a termination £'000 £'000 date of 31 January 2020 and when drawn down, the balance is classified as a current liability and repayable on demand.
At 1 January (171) – JT Group Limited received £51m under a private placement facility during August of 2012. £31m has a term of 7 years and
£20m has a term of 10 years. The first tranche accrues interest at a rate of 3.86% per annum, the second of 4.48%. Movement in fair value 171 (171)
At 31 December – (171)
The 2.5% redeemable preference shares were issued in three tranches during 2012. Interest accrues at 2.5% per annum.
The amount is repayable on demand.
On 12 June 2016, the group entered into a forward exchange contract with HSBC Bank Plc with a nominal value of
USD850,000 expiring on 12 May 2017, to hedge against currency risk on a USD denominated debtor. The contract was Contingent liabilities
designated as a cash flow hedge instrument. The derivatives' fair value and amount recognised in other comprehensive income The group had the following facility with HSBC existing at the reporting date:
for the year is disclosed above. Cash flows on this derivative and their impact on the profit or loss occurred in May 2017.
The group secured an import line facility from HSBC comprising of standby letters of credit with a limit of USD1m or its GBP
equivalent. Through the facility, the group can make drawings of up to USD1m and at any time, the group can repay any 20. Financial instruments
drawn amounts on the facility together with interest and any charges owing and advise the bank that the facilities are no
longer required. The bank may also at any time withdraw the facility and/or demand repayment of all sums owing to it. 2017 2016
Note £'000 £'000 As at the reporting date, no amount had been drawn from the facility, (2016: £nil).
Financial assets at fair value through profit and loss
- Equity investment 18 4,209 3,999
- Other provisions for liabilities and charges 4,209 3,999
2017 2016 Financial liabilities at fair value through profit and loss
£'000 £'000
- Derivative financial instruments 19 – (171)
At 1 January 1,849 1,678 – (171) Movement in the consolidated the income statement 356 171 Financial liabilities measured at amortised cost
At 31 December 2,205 1,849 - Private investment 16 (51,000) (51,000) The closing balance of provisions is made up of amounts for asset retirement obligations of £1.5m (2016: £1.5m), annual - Trade payables 14 (12,123) (13,990)
leave of £0.3m (2016: £0.2m) and other provisions for legal and long-term service of £0.4m (2016: £0.1m). The asset - Other payables and accruals 14 (26,425) (24,179) retirement obligations have varying settlement dates depending on the lease agreements.
(89,548) (89,169)
- Other investments
Equity price sensitivity analysis
2017 2016
£'000 £'000 The sensitivity analysis below has been determined based on the exposure to equity price risk at the end of the
reporting period.
At 1 January 3,999 –
Addition – 4,007 If equity prices had been 20% higher/lower:
Movement in fair value and currency 210 (8)
– Profit for the year ended 31 December 2017 would increase/decrease by £0.8m (2016: £0.8m) as a result of the
At 31 December 4,209 3,999 change in fair value of the equity investment.
On 29 December 2016, the group purchased 292,056 shares in Energous Corporation, a US based NASDAQ listed technology company. Fair value for this investment is based on quoted market prices in an active market, the NASDAQ exchange. There are therefore, no significant assumptions underlying the determination of the investment's fair value through this valuation technique.
- Share capital and reserves 22. Post-employment benefits (continued)
2017 2016 Telecommunications Board Pension Scheme (TBPS)
£'000 £'000 The TBPS is an unfunded scheme under which a defined benefit pension is payable to current pensioners.
Authorised, issued and fully paid up
The FRS 102 disclosure of the TBPS has been based on a valuation of the liabilities of the Scheme as at 31 December 2017 Ordinary shares at £1 each – equity 20,000 20,000 and 31 December 2016 using the membership data at the accounting date. The present values of the defined benefit
obligation and the related current service cost were measured using the projected unit method. Employer contributions in Ordinary shares carry a voting right of one vote for each share held. 2018 are expected to be £0.04m (2017: £0.04m) to provide for the payment of benefits to pensioners.
The equity reserve represents cumulative comprehensive income, including unrealised gains or losses on foreign exchange, Actuarial gains and losses have been recognised in the period in which they occur, (but outside the income statement), net of equity dividends paid and other adjustments on post-employment benefit schemes. through other comprehensive income ("OCI").
The translation reserve arises on consolidation, where the consolidation of subsidiaries with a functional currency that is not The principal assumptions used by the independent qualified actuaries to calculate the liabilities under FRS 102 are set GBP results in a difference that is recognised through other comprehensive income. out below:
- Post-employment benefits Main financial assumptions
2017 2016 31 December 31 December 31 December £'000 £'000 2017 2016 2015
(% p.a.) (%p.a.) (% p.a.)
Post-employment benefits (725) (803)
Jersey price inflation 2.90 3.25 3.00
Rate of increase to pensions 2.90 3.25 3.00 Most employees of JT (Jersey) Limited are members of the Public Employees Contributory Retirement Scheme ("PECRS"). Discount rate for scheme liabilities 2.40 2.60 3.70 A small number are members of the Telecommunications Board Pension Scheme ("TBPS") and the JT Group Limited
Pension Plan. The demographic assumptions used by the independent qualified actuaries for TBPS were:
JT Group Limited Pension Plan Post retirement mortality assumptions
The JT Group Limited Pension Plan is a defined contribution scheme administered by Alexander Forbes. The employer
currently pays contributions at 10% of members' salary. Regular employer contributions to the pension plan in 2018 are Males expected to be £0.6m (2017: £0.7m). Base table
PECRS
Rating to above base table * (years) The PECRS is a defined benefit pension plan, providing retirement benefits based on final salary. Scaling to above base table rates
31 December 2017 31 December 2016 31 December 2015
Standard SAPS 2 Standard SAPS 2 Standard SAPS 2
"All Lives" tables (S2PMA) "All Lives" tables (S2PMA) "All Lives" tables (S2PMA)
0 0 0
105% 100% 100%
CMI 2016 Core
CMI 2013 with a long-term CMI 2013 with a long-term JT (Jersey) Limited participates in the PECRS as an Admitted Body under a Terms of Admission Document which sets out Projections with Sk=8 and
how the contributions to and assets of the company's notional Sub-Fund are to be determined. Improvements to base table a long-term rate of future
rate of improvement of rate of improvement of 1.5% p.a. 1.5% p.a.
improvements of 1.5% p.a.
With effect from 1 October 2015 the Terms of Admission were amended to remove the requirement for the Scheme's
Actuary to monitor a ring-fenced Sub-Fund for the purpose of setting JT (Jersey) Limited's contributions to the Scheme. Assumed Retirement Age (ARA) 75 75 75 Under the amended terms JT (Jersey) Limited's contributions will increase over a period to 2020 in accordance with a fixed Future lifetime from ARA
schedule. Thereafter contribution rates will be set in accordance with Jersey Law insofar as it applies to Admitted Bodies in (currently aged ARA) 13.5 13.9 13.8 the Scheme. Under the revised Terms of Admission there is insufficient information available to use defined benefit
accounting and, with effect from 1 October 2015, JT (Jersey) Limited has accounted for the Scheme as if it was a defined
* A rating of x years means that members of the scheme are assumed to follow the mortality pattern of the base table for
contribution scheme.
an individual x years older than them. The ratings shown apply to normal health retirements.
Employer contributions made to the pension plan were £1.1m (2016: £0.9m).
22. Post-employment benefits (continued) 22. Post-employment benefits (continued)
TBPS (continued) TBPS (continued)
Split of assets Changes to the fair value of scheme assets during the year
Value at Value at Value at Year ended Year ended 31 December 31 December 31 December 31 December 31 December
2017 2016 2015 2017 2016 £'000 £'000 £'000 £'000 £'000
Cash 13 4 6 Opening fair value of scheme assets 4 6 Total 13 4 6 Interest on the scheme assets - – Note: Values are shown at bid value. Actuarial gains / (losses) on scheme assets - – Contributions by the employer 44 40
Reconciliation of funded status to statement of financial position Contributions by scheme participants - –
Value at Value at Value at Net benefits paid out (35) (42) 31 December 31 December 31 December
2017 2016 2015 Net increase in assets from disposals / acquisitions - – £'000 £'000 £'000 Settlements - –
Fair value of scheme assets 13 4 6 Closing fair value of scheme assets 13 4 Present value of scheme liabilities (738) (807) (779)
Actual return on scheme assets
Liability recognised on the consolidated statement
(725) (803) (773) Year ended Year ended of financial position 31 December 31 December
2017 2016 Analysis of income statement charge £'000 £'000
Year ended Year ended Interest on the scheme assets – – 31 December 31 December
Actuarial gain / (loss) on scheme assets – – 2017 2016
£'000 £'000 Actual return on scheme assets – –
Net finance cost 21 28
Analysis of amounts recognised in other comprehensive income ("OCI")
Expense recognised in the consolidated income statement 21 28 Year ended Year ended
31 December 31 December Changes to the present value of the scheme liabilities during the year
2017 2016 Year ended Year ended £'000 £'000
31 December 31 December
2017 2016 Total actuarial (losses) / gains 55 (42) £'000 £'000 Total gain / (loss) in OCI 55 (42)
Opening defined benefit obligation 807 779
History of experience gains and losses
Current service cost – - Year ended Year ended Interest on the scheme liabilities 21 28 31 December 31 December
Contributions by scheme participants – - 2017 2016
£'000 £'000 Actuarial (gains) / losses on scheme liabilities* (55) 42
Experience gains / (losses) on scheme assets – – Net benefits paid out (35) (42)
Experience gains / (losses) on scheme liabilities* 11 79 Past service cost – –
11 79 Net increase in liabilities from disposals / acquisitions – –
Curtailments – – *This item consists of gains / (losses) in respect of liability experience only, and excludes any change in liabilities in Settlements – – respect of changes to the actuarial assumptions used. This history can be built up over time and need not be constructed
retrospectively (and once complete will show the current period and previous four periods).
Closing defined benefit obligation 738 807
*includes changes to the actuarial assumptions.
- Post-employment benefits (continued) 25. Related party transactions
TBPS (continued) Under the terms of FRS 102, section 33 "Related Party Disclosures" the States of Jersey is considered to be a related party Summary of the group. All commercial transactions between the parties are undertaken in the normal course of business.
Reconciliation of pension to statement of financial position The following transactions and balances relating to the States of Jersey departments are reflected in the financial statements.
2017 2016
£'000 £'000 2017 2016 £'000 £'000
Opening balance (803) (773)
Transactions
Loss recognised through the income statement:
Revenue 4,088 3,880
- PECRS – –
Operating expenses 544 589
- TBPS 23 12
Preference shares interest 250 250 Actuarial (loss)/gain recognised in OCI:
Equity dividends paid 4,692 5,496
- PECRS – –
Balances
- TBPS 55 (42)
Trade receivables 756 647 (725) (803)
Trade payables 24 2 Pension scheme reorganisation – –
Preference shares payable 10,000 10,000 Closing balance (725) (803)
- Associated undertaking
The carrying value of the group's investment in an associate was as follows:
Key management includes the directors and members of senior management. The compensation paid or payable to key management for employee services is shown below:
Share of net
assets Goodwill Total
£'000 £'000 £'000 £2'000170 £2'000160
At 01 January 2017 164 564 728
Salaries and other short term benefits 2,259 2,132 Proportionate share of net results of the associate (2) – (2)
Post-employment benefits 81 87 Amortisation of goodwill – (115) (115)
2,340 2,219 At 31 December 2017 162 449 611
At 01 January 2016 – – – Proportionate share of profit retained by the associate 166 – 166 Goodwill on acquisition – 586 586 Purchase consideration 752 Share of loss (2) – (2) Amortisation of goodwill – (22) (22) At 31 December 2016 164 564 728
In October 2016, the group acquired a 20% equity interest in NeoConsult ApS and Nomad IP ApS, unlisted Denmark based IT and software services companies. The total purchase consideration, including transaction costs was £752,349. The unamortised portion of the goodwill is included in the investment in associate undertaking's carrying amount.
- Ultimate and immediate controlling party
The ultimate controlling party of JT Group Limited is the States of Jersey.
- Directors' emoluments
Basic Salary/Fees Bonuses Total Total 2017 2017 2017 2016
£' 000 £' 000 £' 000 £' 000
Executive Directors
Graeme Millar 230 133 363 346 John Kent 197 78 275 260 Non-Executive Directors
John Stares 40 – 40 40 Colin Tucker 25 – 25 25 Phil Male 25 – 25 25 Sean Collins 25 – 25 25 Kevin Keen 25 – 25 25 Meriel Lenfestey 25 – 25 23 Total 592 211 803 769
During the year the company made pension contributions of £0.025m (2016: £0.02m) in respect of Mr. Millar .
- Capital and other commitments 28. Principal subsidiary and associate undertakings (continued)
2017 2016 £'000 £'000
Capital expenditure committed and contracted 1,197 1,572 1,197 1,572
The group has the following future minimum lease payments under non-cancellable operating leases for each of the following periods.
2017 2016 £'000 £'000
Expiry date
Not later than one year 2,367 2,271 Later than one year and not later than five years 7,775 7,429 Later than five years 6,663 8,076 16,805 17,776
- Principal subsidiary and associate undertakings
JT Group Limited has investments in the following subsidiaries, which principally affected the profits and net assets of the group.
Subsidiary undertaking Place of incorporation Communications
(Holdings) Ltd (100% United Kingdom directly owned)
Worldstone Group Ltd
(100% indirectly owned
through Corporate United Kingdom Communications
(Holdings) Ltd)
JT (Global) Limited
(formerly Corporate
Communications
(Europe) Ltd)
United Kingdom (100% indirectly owned
through Corporate
Communications
(Holdings) Ltd)
Trading/Non-trading Principal activity Holding company for
Corporate Communications Non-trading
(Holdings) Ltd group subsidiaries
Provision of communications Trading consultancy and
outsourcing services
Provision of communications Trading consultancy and
outsourcing service
Worldstone, Inc.
(100% indirectly owned Provision of communications Subsidiary undertaking Place of incorporation Trading/Non-trading Principal activity through Corporate United States Trading consultancy and
Communications outsourcing services
(Holdings) Ltd)
JT (Jersey) Limited Provision of
Jersey, Channel Islands Trading
(100% directly owned) telecommunication services
NeoConsult ApS and
JT (Guernsey) Limited Guernsey, Channel Islands Trading Provision of Nomad IP ApS Dedeuvcealot piomn,epnrto, dcouncstiuolnta, snaclye,s (100% directly owned) telecommunication services (20% indirectly owned Denmark Trading
and investment in
through Jersey Telecom
Jersey Telecom UK Limited United Kingdom Non-trading Holding company for eKit. (UK) Limited) IT-services and products (100% directly owned) com Inc
eKit.com Inc
(100% indirectly owned
United States through Jersey Telecom UK
Limited)
eKit.com Pty Ltd
(100% indirectly owned Australia through eKit.com Inc)
eKit.com UK Ltd
(100% indirectly owned United Kingdom through eKit.com Inc)
Low cost roaming solutions 29. Subsequent events
Trading to business and other A final dividend for the year was approved for recommendation to the shareholders, note 9.
travellers
During March and April 2018, the entire equity share investment in Energous Corporation was disposed for total proceeds amounting to £4.3m, resulting in a net gain on investment since acquisition of £0.5m. Of this gain, £0.2m has been recognised
Low cost roaming solutions as an unrealised gain up to 31 December 2017 and £0.3m will be recognised as a realised gain during 2018 from the disposal. Trading to business and other
travellers
Other than as disclosed above, there have been no other subsequent events that require any adjustment or further disclosure since the statement of financial position date.
Low cost roaming solutions
Trading to business and other
travellers