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IDE Ide Group Holdings Plc

72.50
0.00 (0.00%)
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Ide Group Holdings Plc LSE:IDE London Ordinary Share GB00BN4M3M55 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 72.50 70.00 75.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

IDE Group Holdings PLC Unaudited Interim Results (2940C)

28/09/2018 7:02am

UK Regulatory


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TIDMIDE

RNS Number : 2940C

IDE Group Holdings PLC

28 September 2018

IDE Group Holdings Plc

("IDE", the "Group" or the "Company")

Unaudited Interim Results

IDE Group Holdings plc, the mid-market network, cloud and IT managed services provider, today announces its unaudited results for the six months ended 30 June 2018.

Summary

   --     Revenue of GBP28.7 million (H1 2017: GBP29.6 million) 

-- Adjusted EBITDA* loss of GBP7.0 million (H1 2017: profit of GBP2.4 million), following review of, inter alia, onerous contracts, capitalised staff costs and classification of exceptional items

-- Net debt as at 30 June 2018 of GBP11.3 million (31 December 2017: GBP9.7 million), following GBP2.0 million loan note issue on 29 May 2018

Post Period End

-- Fundraising of GBP5.55 million completed in August 2018, comprising of an equity raise of GBP3.75 million and the issue of GBP1.8 million of new convertible loan notes

-- Existing GBP2.0 million loan notes repaid by way of GBP1.25 million equity issue and GBP0.75 million issue of new convertible loan notes

* before net finance costs, tax, depreciation, impairment charges, amortisation, exceptional items and share based payment charges

 
 IDE Group Holdings Plc                         Tel: +44 (0)344 
  Bill Dobbie, Interim Non-Executive Chairman    874 1000 
  Ian Smith, Executive Director 
 finnCap Limited                                Tel: +44 (0)20 7220 
  Nominated Adviser and Broker                   0500 
  Corporate finance: Jonny Franklin-Adams/ 
  Scott Mathieson/ Hannah Boros 
  ECM: Tim Redfern/ Richard Chambers 
 MXC Capital Markets LLP                        Tel: +44 (0)20 7965 
  Financial Adviser                              8149 
  Charlotte Stranner 
 

Interim Review

As the only Executive Director of the Company, having joined the Board in May 2018, I have taken the responsibility of providing some form of commentary to explain the results for the first half of the current year.

At the time of reporting the Final Results for the year ended 31 December 2017, it was noted by the then Chairman that profitability in 2018 was expected to be significantly lower than in 2017 but was expected to improve steadily throughout 2018 following implementation of the strategic and operational review. This is far from the case as the results show.

Given the obvious severe financial pressures facing the Company, following publication of the Final Results, the Company raised GBP2.0 million by way of loan notes in May 2018. This raise was supported by Bill Dobbie, MXC Capital Limited ("MXC"), the largest shareholder and investment vehicle which I represent, and Kestrel Partners LLP, the other largest shareholder. It was at this time that I joined the Board and Julian Phipps, then FD, stood down. MXC Capital Markets LLP, MXC's corporate finance business, had previously acted as financial adviser to IDE, but resigned in July 2017 having been informed by the Directors at that time that neither they nor certain of the Company's other shareholders wanted MXC to be involved.

Further investigation into the state of the Company's finances led to an additional fundraising of GBP5.55 million which completed in August 2018. The combination of these two fundraisings has allowed the Company to continue restructuring with the aim of right sizing the business to enable the Company to trade profitably.

As part of the strategic and operational review we have reversed the little integration that had been initiated by the previous management and as such the Group has now been split back into the three component parts which comprised the original acquisitions made by the Company, namely, Selection Services, C4L and 365 ITMS. There was a considerable lack of clarity around the trading performance of the Group and in doing this we have been able to identify the activities which generate cash and those which are loss-making.

In terms of the results for the six months to 30 June 2018, having been a director of numerous companies over the years, I can safely say these are the worst set of results I have ever had to provide commentary for and there is nothing positive to point to. As can be seen from the numbers reported, we have seen fit to provide for numerous onerous contracts, revisit the capitalisation of staff costs and classification of exceptional items and adjust goodwill on the balance sheet to reflect the Board's assessment of the value of the acquired businesses, resulting in significant losses for shareholders.

I strongly believe that the strategy pursued by previous management, if allowed to continue, would have seen the Company become insolvent. For example, many onerous contracts were signed that created little or no value to the Company, including a single outsourced service contract that is costing the company more than GBP1.0 million a year and which has only generated net cost savings of GBP50,000. This contract, alongside others, was signed without due process or compliance with the Company's authority limits. The Company has sought legal advice in respect of this contract and we are currently considering our options in this respect.

Furthermore, generally when completing a "Buy and Build", which was IDE's stated strategy, synergies are part and parcel of the business case. One would reasonably expect that as a result of putting together the three companies that now comprise the Group, there would be a smaller number of staff than would have existed across the three companies at the time of acquisition. I can tell you that this is clearly not the case: at the time of the acquisitions there were a combined 440 members of staff across all three companies and as at 31 December 2017 the Group had 550 members of staff, an increase of over 100 heads for which there was little or no incremental revenue gain. This number has since been reduced to under 400.

I could provide many more such examples but the scale of the adjustments which have been made to the Adjusted EBITDA* profit of GBP0.25 million which the Group management accounts showed as at 30 June 2018 (as announced at the time of the trading update in July) to reflect what we believe is the true position of the Group speak for themselves. These adjustments have resulted in an Adjusted EBITDA* loss of GBP7.0 million.

Most importantly as shareholders you will want to know what is being done to support the Company and recover the value which has been lost. As detailed above, a further GBP7.55 million has been raised from existing shareholders to support the restructure and establish a profitable, cash generating platform from which to go forward. MXC invested a total of GBP3.2 million. I would like to thank the other shareholders who supported the fundraisings either by way of equity or loans, without which it is doubtful that there would have been an interim report to write.

Splitting the Group back into the component parts has for the first time allowed us to identify where all the additional headcount has gone, where the onerous contracts reside and to establish separate P&L's and balance sheets, which we believe will provide the Company with options going forward and I expect to report more on this shortly. We are currently in advanced discussions regarding the sale of one or more of these component parts. I am confident that with the actions we are taking, we will be able to recover shareholder value despite the dreadful starting position when I joined the Company in May of this year.

I would like to thank the many members of staff, who, despite the incredible pressure they have found themselves under, have behaved impeccably and in many cases have gone above and beyond to support the Company and service customers in the most difficult of circumstances. It is also comforting that the service delivered by the Group was described as "exceptional" by the Company's largest customer; this is the first time in my career service delivery levels have been described as such.

Furthermore, in an era where it is common for banks to be given a hard time I am delighted to report that NatWest (part of The Royal Bank of Scotland plc), the Company's bankers, have been remarkably supportive and consistent throughout these difficult times. Thank you to all at NatWest.

In summary, during the last four months we have worked fast and hard to get to the Group to stable position. The coming months will see further change in order to create a profitable trading Company for shareholders and I look forward to updating the market to this effect.

Ian Smith

Executive Director

Financial Review

Revenue for the six months to 30 June 2018 was GBP28.7 million (H1 2017: GBP29.6 million), with a full six months of revenue from IDE Group Collaboration Limited (formerly 365 ITMS Limited) compared with only 3 months in the comparative period. The decrease in revenue can be primarily attributed to a fall in lifecycle project revenues and reductions in certain key customer contracts.

At an Adjusted EBITDA* level the Group incurred a loss of GBP7.0 million (H1 2017: profit of GBP2.4 million). A thorough review of onerous contracts, the capitalisation of staff costs in previous periods and the classification of exceptional items resulted in the Group recognising various provisions and reallocating certain costs, most notably:

-- previously capitalised staff costs of GBP1.3 million have been reclassified to cost of sales with the associated depreciation reversed;

-- provisions totalling GBP5.66 million have been recognised in relation to onerous supply contracts and empty properties, including GBP2.24 million in relation to the outsourced supply contract referred to in the Interim Review above; and

   --     GBP0.14 million of costs have been reclassified as not exceptional. 

Exceptional costs (post the reclassification above) amounted to GBP1.0 million (H1 2017: GBP0.44 million) and related predominantly to redundancy costs as a result of the reduction in headcount referred to in the Interim Review.

Impairment charges totalling GBP27.5 million (H1 2017: GBPnil) have been recognised in relation to goodwill and intangible assets resulting from the acquisitions of Selection Services and 365 ITMS to reflect what the Directors believe are the true and current values of these businesses. These significant charges have been the major contributor towards the loss before tax of GBP39.4 million (H1 2017: GBP1.6 million).

Loss per share was 19.48p (H1 2017: 0.66p).

The Group's cash outflow from operating activities in the period was GBP1.6 million (H1 2017: GBP0.5 million) comprising the Adjusted EBITDA* loss of GBP7.0 million (H1 2017: profit of GBP2.4 million) and operating working capital movements of GBP6.2 million (H1 2017: GBP(0.4) million), primarily relating to an increase in provisions as described above.

The net debt balance at 30 June 2018 was GBP11.3 million (31 December 2017: GBP9.7 million), including GBP2 million of loan notes issued in May 2018. Net debt as at 26 September 2018 was GBP10.3 million, including GBP2.55 million of convertible loan notes issued in August. The GBP2 million loan notes issued in May 2018 were repaid in August by a combination of new convertible loan notes (included in the GBP2.55 million above) and equity.

* before net finance costs, tax, depreciation, impairment charges, amortisation, exceptional items and share based payment charges.

Consolidated Statement of Comprehensive Income

 
                                                       Unaudited     Unaudited        Audited 
                                                      Six months    Six months           Year 
                                                           ended         ended          ended 
                                                         30 June       30 June    31 December 
                                                            2018          2017           2017 
    Note                                                  GBP000        GBP000         GBP000 
 -----------------------------------------------  --------------  ------------  ------------- 
 Revenue                                       2          28,681        29,592         64,951 
 Cost of sales                             3            (26,735)      (18,313)       (40,993) 
----------------------------------------  ------  --------------  ------------  ------------- 
 Gross profit                                              1,946        11,279         23,958 
 Administrative expenses                                (13,546)      (12,730)       (27,119) 
  Impairment charge on goodwill                         (27,525)             -        (9,339) 
----------------------------------------  ------  --------------  ------------  ------------- 
 Operating loss                                         (39,125)       (1,451)       (12,500) 
----------------------------------------  ------  --------------  ------------  ------------- 
 Analysed as: 
 Adjusted EBITDA*                                        (6,995)         2,433          5,393 
 
 Exceptional items                         4               (994)         (447)        (1,567) 
 
 Depreciation of property, 
  plant and equipment                                    (1,278)       (1,426)        (3,158) 
 Amortisation of intangible 
  assets                                                 (2,121)       (1,955)        (3,602) 
  Impairment of goodwill & intangibles                  (27,525)             -        (9,339) 
 Loss on disposal of fixed 
  assets                                                   (155)             -          (112) 
 Charges for share based 
 payments                                                   (57)          (57)          (115) 
 
 Net financial costs                                       (287)         (149)          (341) 
 
 (Loss)/profit before taxation                          (39,412)       (1,601)       (12,841) 
 Income tax                                                  303           306          1,600 
----------------------------------------  ------  --------------  ------------  ------------- 
 Loss for the period from continuing 
  operations attributable to 
  owners of the parent company                          (39,109)       (1,295)       (11,241) 
 Loss for the period after 
  taxation                                              (39,109)       (1,295)       (11,241) 
----------------------------------------  ------  --------------  ------------  ------------- 
 Other comprehensive income: 
 Items that are or may be classified 
  subsequently to profit or 
  loss: 
  Foreign exchange translation 
  differences - equity accounted 
  investments                                                (2)             2              3 
----------------------------------------  ------  --------------  ------------  ------------- 
 Loss for the period and total 
  comprehensive income attributable 
  to equity holders of the parent                       (39,111)       (1,293)       (11,238) 
----------------------------------------  ------  --------------  ------------  ------------- 
 Basic and diluted loss per 
  share                                    5 
 Basic (pence per share)                                (19.48p)       (0.66p)        (5.67p) 
 Diluted (pence per share)                              (19.48p)       (0.66p)        (5.67p) 
----------------------------------------  ------  --------------  ------------  ------------- 
 
 

* Earnings from continuing operations before interest, tax, depreciation, amortisation, impairment charges, share based payments and exceptional costs

Consolidated Statement of Financial Position

 
                                                Unaudited            Unaudited        Audited 
                                                  30 June              30 June    31 December 
                                                     2018                 2017           2017 
                                                   GBP000               GBP000         GBP000 
-------------------------------  ----  ------------------  -------------------  ------------- 
 Non-current assets 
 Intangible assets                                 10,309               26,164         26,308 
 Goodwill                                          14,997               37,432         29,042 
 Property, plant and equipment                     11,470               13,441         13,044 
 Financial and other assets                            63                   88             89 
-------------------------------------  ------------------  -------------------  ------------- 
                                                   36,839               77,126         68,483 
 ------------------------------------  ------------------  -------------------  ------------- 
 Current assets 
 Trade and other receivables                       12,000               15,611         15,177 
  Stock                                               354                    -            366 
 Cash and cash equivalents                          3,833                  336          1,106 
                                                   16,187               15,947         16,649 
 ------------------------------------  ------------------  -------------------  ------------- 
 Total assets                                      53,026               93,073         85,132 
-------------------------------------  ------------------  -------------------  ------------- 
 Current liabilities 
 Bank overdraft                                     4,850                  767          2,604 
 Trade and other payables                          13,770               12,204         15,429 
 Deferred income                                    6,571                7,393          6,405 
 Taxation                                              10                    -              - 
 Finance lease obligations                            234                  507            291 
 Provisions                                         2,510                1,684          1,157 
                                                   27,945               22,555         25,886 
 ------------------------------------  ------------------  -------------------  ------------- 
 Non-current liabilities 
 Deferred income                                        -                    -            341 
  Borrowings                                        9,500                8,175          7,402 
 Finance lease obligations                            594                  297            518 
 Deferred tax liabilities                           4,812                6,199          5,115 
 Provisions                                         3,936                  666            577 
                                                   18,842               15,337         13,953 
 ------------------------------------  ------------------  -------------------  ------------- 
 Total liabilities                                 46,787               37,892         39,839 
-------------------------------------  ------------------  -------------------  ------------- 
 Net assets                                         6,239               55,181         45,293 
-------------------------------------  ------------------  -------------------  ------------- 
 
 Equity attributable to equity 
  holders of the parent 
 Called up share capital                            5,018                5,018          5,018 
 Share premium account                             35,439               35,439         35,439 
 Other reserves                                     (129)                (128)          (127) 
 Retained earnings                               (34,089)               14,852          4,963 
-------------------------------------  ------------------  -------------------  ------------- 
 Total equity                                       6,239               55,181         45,293 
-------------------------------------  ------------------  -------------------  ------------- 
 

Consolidated Statement of Changes in Equity

 
                                  Share      Share    Retained        Foreign 
                                capital    premium    earnings       currency      Total 
                                                                  translation 
                                                                      reserve 
                                 GBP000     GBP000      GBP000         GBP000     GBP000 
----------------------------  ---------  ---------  ----------  -------------  --------- 
 At 1 January 2017                4,773     32,684      16,089          (130)     53,416 
 
 Total comprehensive 
  income for the period 
 Loss for the period                  -          -     (1,295)              -    (1,295) 
 Exchange rate differences            -          -           -              2          2 
 Transactions with 
  owners recorded directly 
  in equity 
  Acquisition of 365ITMS 
  Share based payments              245      2,755           -              -      3,000 
                                      -          -          58              -         58 
----------------------------  ---------  ---------  ----------  -------------  --------- 
 
 At 30 June 2017                  5,018     35,439      14,852          (128)     55,181 
 Total comprehensive 
  income for the period 
 Loss for the period                  -          -     (9,946)              -    (9,946) 
  Exchange rate differences           -          -           -              1          1 
 Transactions with 
  owners recorded directly 
  in equity 
  Share based payments                -          -          57              -         57 
----------------------------  ---------  ---------  ----------  -------------  --------- 
 
 At 31 December 2017              5,018     35,439       4,963          (127)     45,293 
 Total comprehensive 
  income for the period 
 Loss for the period                  -          -    (39,109)                  (39,109) 
 Exchange rate differences            -          -           -            (2)        (2) 
 Transactions with 
  owners recorded directly 
  in equity 
  Share based payments                -          -          57              -         57 
----------------------------  ---------  ---------  ----------  -------------  --------- 
 
 At 30 June 2018                  5,018     35,439    (34,089)          (129)      6,239 
----------------------------  ---------  ---------  ----------  -------------  --------- 
 

Consolidated Cash Flow Statement

 
                                                            Unaudited     Unaudited                Audited 
                                                           Six months    Six months                   Year 
                                                                ended         ended                  ended 
                                                              30 June       30 June            31 December 
                                                                 2018          2017                   2017 
                                                               GBP000        GBP000                 GBP000 
----------------------------------------  ----  ---------------------  ------------  --------------------- 
 Loss for the period                                         (39,109)       (1,295)               (11,241) 
 Adjustments for: 
 Depreciation of property, plant 
  and equipment                                                 1,278         1,426                  3,158 
 Amortisation of intangible assets                              2,121         1,955                  3,602 
  Impairment Charge                                            27,525                                9,339 
 Net financial costs                                              287           149                    341 
 Equity settled share-based payment 
  expenses                                                         57            58                    115 
 Taxation                                                       (303)         (306)                (1,600) 
 Loss on disposal of property, 
  plant and equipment                                             155             -                    112 
 Other reserve movements                                          (1)             2                     13 
----------------------------------------------  ---------------------  ------------  --------------------- 
                                                              (7,990)         1,989                  3,839 
 Decrease/ (increase) in trade 
  and other receivables                                         2,730       (6,693)                (1,936) 
 (Decrease) increase in trade 
  and other payables                                          (1,655)         4,898                    496 
 Increase/ (decrease) in provisions                             5,209         (639)                (1,185) 
                                                                6,284         (445)                  1,214 
 Net corporation tax recovered/ 
  (paid)                                                          103           (9)                      - 
 Net cash from operating activities                           (1,603)         (454)                  1,214 
----------------------------------------------  ---------------------  ------------  --------------------- 
 Cash flow from investing activities: 
 Interest received 
  Acquisition of 365ITMS, net of                                    -             -                      - 
  cash acquired                                                     -       (3,682)                  (597) 
 Acquisition of Selection, net                                      -             -                      - 
  of cash acquired 
 Acquisition of C4L, net of cash                                    -             -                      - 
  acquired 
 Acquisition of plant and equipment                                 -       (1,190)                (2,396) 
 Acquisition of other intangible 
  assets                                                            -             -                  (754) 
 Acquisition of financial assets                                    -                                  (4) 
 Proceeds from sale of property, 
  plant and equipment                                               9             -                      4 
----------------------------------------------  ---------------------  ------------  --------------------- 
 Net cash from/ (used in) from 
  investing activities                                              9       (4,872)                (3,747) 
----------------------------------------------  ---------------------  ------------  --------------------- 
 Cash flows from financing activities: 
 Share issue, net of share issue                                    -         3,000                      - 
  costs 
 Proceeds from borrowings, net 
  of expenses                                                   2,000         1,300                  1,300 
 Repayment of loans and other 
  borrowings                                                        -         (125)                  (800) 
 Repayment of finance lease obligations                         (109)         (282)                  (763) 
 Net Interest paid                                              (286)         (130)                  (322) 
 Acquisition of financial and 
  other non-current assets                                        470             -                    488 
----------------------------------------------  ---------------------  ------------  --------------------- 
 Net cash from/(used in) financing 
  activities                                                    2,075         3,763                   (97) 
----------------------------------------------  ---------------------  ------------  --------------------- 
 
 Net increase/ (decrease) in cash 
  and cash equivalents                                            481       (1,563)                (2,630) 
 Cash and cash equivalents at 
  beginning of period                                         (1,498)         1,132                  1,132 
 
 Cash and cash equivalents at 
  end of period                                               (1,017)         (431)                (1,498) 
----------------------------------------------  ---------------------  ------------  --------------------- 
 Being: 
 Cash and cash equivalents                                      3,833           336                  1,106 
 Bank overdraft                                               (4,850)         (767)                (2,604) 
----------------------------------------------  ---------------------  ------------  --------------------- 
                                                              (1,017)         (431)                (1,498) 
 ---------------------------------------------  ---------------------  ------------  --------------------- 
 

Notes to the half-yearly financial information

1. Basis of preparation

The condensed consolidated interim financial information for the six-month period ended 30 June 2018 and 30 June 2017 is unaudited. This statement has not been reviewed by the Company's auditor. This condensed consolidated interim financial information was approved by the Board of Directors and authorised for issue on 28 September 2018. A copy of this half-yearly financial report is available on the Company's website at www.idegroup.com

The Company is a public limited liability company incorporated and domiciled in Scotland. The address of its registered office is 24 Dublin Street, Edinburgh EH1 3PP. The Company is listed on the AIM market of the London Stock Exchange.

IDE and its subsidiaries have not applied IAS 34, 'Interim Financial Reporting' as adopted by the European Union, which is not mandatory for UK AIM listed companies, in the preparation of this half-yearly financial report.

This condensed consolidated interim financial information for the six-month period ended 30 June 2018 therefore does not comply with all the requirements of IAS 34, 'Interim Financial Reporting' as adopted by the European Union. The consolidated interim financial information should be read in conjunction with the annual financial statements of the Company as at and for the year ended 31 December 2017, which were prepared in accordance with IFRS as adopted by the European Union.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2017 were approved by the Board of Directors on 8 May 2018 and delivered to the Registrar of Companies. The report of the auditor was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Accounting policies

The accounting policies used in the preparation of the condensed consolidated interim financial information for the six months ended 30 June 2018 are in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS") as adopted by the European Union and are consistent with those that will be adopted in the annual statutory financial statements for the year ended 31 December 2018.

While the financial information included has been prepared in accordance with the recognition and measurement criteria of IFRS, as adopted by the European Union, these financial statements do not contain sufficient information to comply with IFRSs.

In these unaudited half year results the Group has, with effect from 1 January 2018, adopted IFRS 15. There were no significant transition differences in respect of this adoption.

Exceptional items and other non-recurring items

Items which are material because of their size or nature and which are non-recurring are highlighted separately on the face of the income statement. The separate reporting of exceptional items helps provide a better picture of the Company's underlying performance. Items which may be included within the exceptional category include:

-- spend on the integration of significant acquisitions and the other major restructuring programmes;

   --     significant goodwill or other asset impairments; and 
   --     other particularly significant or unusual items. 

Spend on integration is incurred by the Group when integrating one trading business into another. The types of costs include employment related costs of staff being made redundant as a consequence of integration, due diligence costs, property costs such as lease termination penalties and vacant property provisions, third party advisor fees and rebranding costs.

Exceptional items are excluded from the headline profit measures used by the Group and are highlighted separately in the income statement as management believe that they need to be considered separately to gain an understanding the underlying profitability of the trading businesses.

For further details, please refer to note 4.

Going concern

The condensed consolidated interim financial information has been prepared on a going concern basis.

Given the level of support shown by shareholders in the fundraisings in May 2018 and August 2018 and the support shown by the Company's bankers, NatWest, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors consider that the adoption of the going concern basis is appropriate.

2. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been identified as the Board of Directors.

The operating segments are defined by distinctly separate product offerings or markets. The CODM assesses the performance of the operating segments based on a measure of revenue and gross profit.

The following table presents revenue and gross profit in respect of the Group's operating segment for the six months ended 30 June 2018:

Unaudited for the six-month period ended 30 June 2018

 
                                          Managed Services   Cloud Hosting   Networks   Projects   Security    Central      Total 
                                                    GBP000          GBP000     GBP000     GBP000     GBP000     GBP000     GBP000 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 
 Revenue                                             8,115           5,324      6,837      7,302      1,104          -     28,681 
 Cost of Sales                                     (9,091)         (5,271)    (5,685)    (5,588)    (1,100)          -   (26,735) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Gross profit/(loss)                                 (976)              53      1,152      1,713          4          -      1,946 
 Administrative expenses                                                                                      (13,546)   (13,546) 
 Impairment of goodwill & intangibles                                                                         (27,525)   (27,525) 
 Operating (loss)/ profit                            (976)              53      1,152      1,713          4   (41,071)   (39,125) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Analysed as: 
 Adjusted EBITDA*                                    (976)              53      1,152      1,713          4    (8,941)    (6,995) 
 Equity settled share-based payments                                                                              (57)       (57) 
 Depreciation                                                                                                  (1,278)    (1,278) 
 Amortisation of intangible assets                                                                             (2,121)    (2,121) 
 Impairment of goodwill & intangibles                                                                         (27,525)   (27,525) 
  Loss on Disposal                                                                                               (155)      (155) 
 Exceptional costs                                                                                               (994)      (994) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Net financial costs                                                                                             (287)      (287) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Profit/(loss) before taxation                       (976)              53      1,152      1,713          4   (41,358)   (39,412) 
 Tax on profit/(loss) on ordinary 
  activities                                                                                                       303        303 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Profit/(loss) for the period after 
  taxation                                           (976)              53      1,152      1,713          4   (41,055)   (39,109) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
  Unaudited for the six-month period ended 30 June 2017 
 >?>                                      Managed Services   Cloud Hosting   Networks   Projects               Central      Total 
                                                    GBP000          GBP000     GBP000     GBP000                GBP000     GBP000 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 
 Revenue                                            10,265           5,529      6,079      7,719                     -     29,592 
 Cost of Sales                                     (6,592)         (3,085)    (3,707)    (4,929)                     -   (18,313) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Gross profit/(loss)                                 3,672           2,444      2,372      2,790                     -     11,279 
 Administrative expenses                                 -               -          -          -              (12,730)   (12,730) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Operating profit/(loss)                             3,672           2,444      2,372      2,790              (12,730)    (1,451) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Analysed as: 
 Adjusted EBITDA*                                    3,672           2,444      2,372      2,790               (8,845)      2,433 
 Equity settled share-based payments                     -               -          -          -                  (57)       (57) 
 Depreciation                                            -               -          -          -               (1,426)    (1,426) 
 Amortisation of intangible assets                       -               -          -          -               (1,955)    (1,955) 
 Exceptional costs                                       -               -          -          -                 (447)      (447) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Net financial costs                                     -               -          -          -                 (149)      (149) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Profit/(loss) before taxation                       3,672           2,444      2,372      2,790              (12,879)    (1,601) 
 Tax on profit/(loss) on ordinary 
  activities                                             -               -          -          -                   306        306 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 Profit/(loss) for the period after 
  taxation                                           3,672           2,444      2,372      2,730              (12,573)    (1,295) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  ---------  --------- 
 
 

* Earnings from continuing operations before interest, tax, depreciation, amortisation, goodwill impairment, share based payments and exceptional costs

Administrative expenses are not allocated against operating segments in the Group's internal reporting. The statement of financial position is not allocated between Managed Services, Cloud Hosting, Networks, Projects, Security and Central in the Group's internal reporting.

3. Cost of Sales

The following is a breakdown of what is included in cost of sales:

 
                                        Unaudited     Unaudited        Audited 
                                       Six months    Six months           Year 
                                            ended         ended          ended 
                                          30 June       30 June    31 December 
                                             2018          2017           2017 
                                           GBP000        GBP000         GBP000 
----------------------------------   ------------  ------------  ------------- 
 Arising from normal trading               21,924        18,313         40,993 
 Provisions for onerous contracts           4,100             -              - 
 Reversal of capitalised staff                616             -              - 
  costs 
 Change in classification of                   96             -              - 
  items as non-exceptional 
                                           26,735        18,313         40,993 
 ----------------------------------  ------------  ------------  ------------- 
 

4. Exceptional costs

In accordance with the Group's policy in respect of exceptional costs, the following charges were incurred:

 
                                        Unaudited     Unaudited        Audited 
                                       Six months    Six months           Year 
                                            ended         ended          ended 
                                          30 June       30 June    31 December 
                                             2018          2017           2017 
----------------------------------   ------------  ------------  ------------- 
                                           GBP000        GBP000         GBP000 
 Restructuring and reorganisation 
  costs                                       994           182          1,034 
 Acquisition costs                              -           265            533 
-----------------------------------  ------------  ------------  ------------- 
                                              994           447          1,567 
 ----------------------------------  ------------  ------------  ------------- 
 

5. Earnings per share

The calculation of basic and diluted loss per share is based on results attributable to ordinary shareholders divided by the weighted average number of ordinary shares in issue during the year. The weighted average number of shares for the purpose of calculating the basic and diluted measures in the reporting periods is the same. This is because the outstanding options would have the effect of reducing the loss per ordinary share and therefore would be anti-dilutive under the terms of IAS 33. Basic and diluted unaudited loss per share are calculated as follows:

 
                                           Unaudited     Unaudited        Audited 
                                          Six months    Six months           Year 
                                               ended         ended          ended 
                                             30 June       30 June    31 December 
                                                2018          2017           2017 
                                              GBP000        GBP000         GBP000 
-----------------------------------   --------------  ------------  ------------- 
 
 Loss attributable to shareholders          (39,109)       (1,293)       (11,238) 
 
 Weighted average number of 
  shares                                 200,729,121   195,599,956    198,198,486 
 Diluted weighted average number 
  of shares                              211,784,158   209,076,787    212,066,860 
------------------------------------  --------------  ------------  ------------- 
 Basic loss per share (pence)                (19.48)        (0.66)         (5.67) 
 Diluted loss per share (pence)              (19.48)        (0.66)         (5.67) 
 
 

6. Subsequent events

On 21 August 180,072,911 new Ordinary Shares were issued at a price of 2.5 pence each in relation to the Conditional Subscription and the Open Offer and GBP1.8 million convertible loan notes ("CLNs") were issued, raising gross proceeds of GBP5.55 million.

Furthermore, on 21 August 2018 the Company repaid the GBP2 million unsecured loan notes issued on 29 May 2018 (the "Existing Loan Notes") to alleviate the Company of the financial burden of the interest attached to the Existing Loan Notes. Repayment of GBP1.25 million of the Existing Loan Notes was made by way of the issue of 50,000,000 new Ordinary Shares at 2.5 pence per share. Repayment of the remainder of the Existing Loan Notes, being GBP0.75 million, was made by way of the issue of additional CLNs, pursuant to the terms of the CLN Instrument.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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