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MAI Maintel Holdings Plc

250.00
0.00 (0.00%)
Last Updated: 07:32:46
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Maintel Holdings Plc LSE:MAI London Ordinary Share GB00B046YG73 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% 250.00 240.00 260.00 250.00 250.00 250.00 5,000 07:32:46
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Tele & Telegraph Apparatus 91.04M -4.36M -0.3036 -8.23 35.91M

Maintel Holdings PLC Interim Results (7796K)

02/09/2019 7:00am

UK Regulatory


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RNS Number : 7796K

Maintel Holdings PLC

02 September 2019

Maintel Holdings Plc

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

Interim results for the six months to 30 June 2019

Maintel Holdings Plc, a leading provider of communications cloud and managed services, announces its interim results for the six months to 30 June 2019.

Key highlights are:

-- Revenue down 3% to GBP64.5m (H1 2018: GBP66.5m) with recurring revenue at 69% (H1 2018: 70%)

   --      Gross margin at 29% (H1 2018: 27%) 

-- Adjusted EBITDA ([5]) up 28% to GBP6.5m (H1 2018: GBP5.0m), including IFRS 16 adjustment of GBP0.5m

   --      Adjusted earnings per share ([1]) at 30.0p (H1 2018: 25.9p), an increase of 16% 

-- Strong cash performance with underlying cash conversion of 94% of adjusted EBITDA ([2]) (H1 2018: 80%)

   --      Net debt at GBP24.2m ([3]) reduced from GBP25.5m at 31 December 2018 
   --      Interim dividend per share proposed at 15.1p (H1 2018: 15.0p) 

Operational highlights

-- Maintel's successful transition to a cloud and managed services business continues, with revenues from cloud and software customers now at GBP13m, 20% of revenue (H1 2018: 15% of revenue)

   --      Cloud UCaaS seats increased 32% to c.66,000 (H1 2018: c.50,000) 
   --      Investment into strategic and higher growth areas 

Board change

The Board announces that its Chief Executive Officer Eddie Buxton will be leaving the Company on 31(st) December 2019 by mutual agreement. The Board is keen to record its thanks to Eddie for his strong leadership of the business for over ten years and to wish him well for the future.

Key Financial Information

 
 Unaudited results for 6 months                                  Increase/ 
  ended 30 June:                            2019        2018    (decrease) 
 
 Group revenue                          GBP64.5m    GBP66.5m          (3)% 
 Profit/(loss) before tax                GBP1.5m   (GBP0.3m)             - 
  Adjusted profit before tax ([4])       GBP4.9m     GBP4.2m           17% 
 Basic earnings/(loss) per share           10.6p      (2.6p)             - 
  Adjusted earnings per share ([1])        30.0p       25.9p           16% 
 Interim dividend per share proposed       15.1p       15.0p            1% 
 

Commenting on the Group's results, John Booth, Chairman said:

"Performance in the first six months of the year marks continued progress towards our goal of transforming Maintel into a cloud and managed services business and demonstrates the benefits we are receiving from investment in our cloud and software capability, notably improved margins and higher cash conversion. Our ICON platform continues to attract new customers from both public and private sectors with contracted seats growing at 32% to over 66,000. Gross margin increased to 29%, and underlying data revenues have grown 6% as customers transition to cloud.

Notwithstanding this significant progress, Group revenue in the period was impacted by the continued market transition to new technologies driving both a change in the revenue profile for project implementation and the revenue of our support business. In addition, we have seen some delays in the award of public sector contracts as the new Public Sector framework goes live."

Notes

[1] Adjusted earnings per share is basic earnings/(loss) per share of 10.6p (H1 2018: loss of (2.6p)), adjusted for acquired intangibles amortisation, exceptional items, share based payments and deferred tax charges related to loss reliefs from previous acquisitions of Datapoint and Azzurri (note 3). The weighted average number of shares in the period was 14.3m (H1 2018:14.2m).

[2] Cash conversion is adjusted EBITDA to operating cash flow.

[3] Interest bearing debt (excludes IFRS 16 liabilities and issue costs of debt) minus cash.

[4] Adjusted profit before tax of GBP4.9m (H1 2018: GBP4.2m) is basic profit/(loss) before tax, adjusted for intangibles amortisation, exceptional items and share based payments.

[5] Adjusted EBITDA is calculated as shown in note 4.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

For further information please contact:

 
 
 Mark Townsend, Chief Financial Officer    0344 871 1122 
 Rufus Grig, Chief Technology and 
  Strategy Officer 
 finnCap 
 Jonny Franklin-Adams / Anthony Adams 
  (Corporate Finance) 
  Richard Chambers (Corporate Broking)     020 7220 0500 
 Oakley Advisory, (Financial Advisors) 
  Christian Maher / Victoria Boxall        020 7766 6900 
 

Chairman's statement

Maintel continues its transformation into a cloud and managed services provider with growth of 32% in unified communications seats on our ICON cloud platform and revenues from cloud and software customers now representing 20% of overall turnover.

We have combined our software and cloud teams into a single division based at the new Maintel Technology Centre in Fareham to accelerate the pace of investment and development in our own intellectual property, supporting both our cloud platforms and our Customer Experience software offer which is focused on further improving customer satisfaction and retention. Developments are focused on automation and the self-service capabilities that customers are increasingly seeking, and which have the added benefit of reducing our cost base. In our contact centre platform, we are continuing to drive towards increased cloud adoption and the incorporation of Artificial Intelligence (AI) into our chat and self-service modules.

The period saw an increase in adjusted EBITDA ([5]) of 28% to GBP6.5m, (H1 2018: GBP5.0m), including GBP0.5m of IFRS16 adjustments, supported by an improvement of 2 percentage points in Gross Margin to 29.3% (H1 2018:27.3%). Revenue, at GBP64.5m, was down 3% on the prior year (H1 2018: GBP66.5m), driven by a number of factors, principally the market move to newer technologies and some price erosion in the support component of our managed service base.

There was strong cash generation in the period with underlying cash conversion of 94% ([2]) of adjusted EBITDA and net debt reducing to GBP24.2m ([3]) reduced from GBP25.5m at 31 December 2018.

High margin professional services revenues grew as a result of an increase in software and consultancy engagements, while lower margin technology revenue fell as anticipated as the project mix continues its shift from one-off on-premise projects to a recurring revenue model as customers move to cloud-based platforms.

Our managed services base declined by 3% in the period driven by the transition of customers from on-premise into cloud-based platforms with associated revenue now reflected in our data numbers. As anticipated, we have seen some erosion in the support base due to customers down-sizing their estates as working patterns change, and the upgrading of some of our larger support customers from older legacy platforms to more modern software-based solutions where support revenues are lower with a correspondingly lower cost base.

Although network services revenues have shown a small decline at GBP19.5m (H1 2018: GBP20.6m), the underlying story is of a 6% growth in data revenues, the decline being due to the run off of previously announced legacy contracts which gave notice to cease in 2017. The Group has won several new voice and data contracts, typically in support of cloud-based unified communications projects.

We continue to invest in our people with a full programme of learning and development, ensuring that our talented and committed staff are equipped with the skills required as the market migrates to digital and cloud.

Reflecting our confidence in the underlying cash flow of the Group and its longer term prospects, we propose to pay an interim dividend of 15.1p, a 1% increase on the 2018 figure, in line with our previously stated intention to pay out at least 40% of adjusted earnings to shareholders.

On behalf of the Board, I would like to take this opportunity to thank all our employees for their continued hard work and commitment.

Finally, I announce the resignation of our Chief Executive Officer, Eddie Buxton. Since joining us in 2009 Eddie has overseen a period of significant growth for the Company and has led the transformation of Maintel into a cloud and managed services business. The Board would like to thank Eddie for his strong leadership during this time and wish him well for the future. The search for a replacement is well under way and we expect to be able to announce a successor shortly. During the interim period, the Executive Directors, with the support of the rest of the Board, will lead the business and Eddie will remain with the Company to ensure an orderly handover to his successor.

J D S Booth

Chairman

30 August 2019

New IFRS implementation

Maintel has adopted IFRS 16 - Leases for the financial year ending 31 December 2019, and it has chosen to use the modified retrospective approach to adoption which means there are no restatements to the prior year figures.

IFRS 16 introduces a single lessee accounting model, where-by the Group will recognise a lease liability and a right of use asset at 1 January 2019 for leases previously classified as operating leases. Within the income statement rent expense is replaced by depreciation and interest expense.

The adoption of IFRS 16 has resulted in a right of use asset of GBP4.3m, with a corresponding liability of GBP4.1m, being recognised as at 30 June 2019.

In order to allow users of the accounts to see how the impact of IFRS 16 has affected adjusted EBITDA ([5]) , we present a reconciliation below.

 
                                          Adjusted EBITDA 
 
                                       6 months 
                                          to 30     6 months 
                                           June        to 30 
                                           2019    June 2018 
 
                                         GBP000       GBP000   Growth 
 
 Consistent with 2018 presentation 
  and accounting policy                   6,008        5,042      19% 
 
 Changes due to accounting 
  policy - IFRS 16                          464            - 
                                      ---------  -----------  ------- 
 Consistent with 2019 presentation 
  and accounting policy                   6,472        5,042      28% 
 
 

The changes to accounting policy and presentation have improved the percentage growth of EBITDA driven by the effect of IFRS 16 which has adjusted the current period (favourably) and not the comparator as this is not restated; if the effect of IFRS 16 were to be removed the percentage growth would be 19%.

Business review

Results for the 6 month period to 30 June 2019

The Group has seen a small decrease in revenue in the period of 3% to GBP64.5m (H1 2018: GBP66.5m), driven by customers transitioning from on-premise up-front sales replaced by a recurring multi-year cloud service model. In addition, we have seen some price reduction as customers upgrade from older platforms with significant hardware support elements to modern, software-based platforms.

Recurring revenue (being all revenue excluding one-off projects) remained high at 69% (H1 2018: 70%).

An adjusted profit before tax (adjustments explained below) of GBP4.9m was generated (H1 2018: GBP4.2m).

On an unadjusted basis, the Group generated a profit before tax of GBP1.5m (H1 2018: loss of GBP0.3m) and an earnings per share of 10.6p (H1 2018: loss per share of 2.6p). This includes GBP12,000 of exceptional income (H1 2018: exceptional costs of GBP1.3m) (refer note 6) and intangibles amortisation of GBP3.3m (H1 2018: GBP3.0m).

Adjusted earnings per share (EPS) increased by 16% to 30.0p (H1 2018: 25.9p) based on a weighted average number of shares in the period of 14.3m (H1 2018: 14.2m).

 
 
                                6 months       6 months 
                                   to 30     to 30 June 
                               June 2019           2018 
                                                               Increase 
                                  GBP000         GBP000    / (decrease) 
 
 Revenue                          64,504         66,537            (3)% 
                             -----------  -------------  -------------- 
 
 Profit /(loss) before 
  tax                              1,549          (256) 
 Add back intangibles 
  amortisation                     3,326          3,039 
 Exceptional items (note 
  6)                                (12)          1,251 
 Share based remuneration             69            188 
 Adjusted profit before 
  tax                              4,932          4,222             17% 
                             -----------  -------------  -------------- 
 
 Adjusted EBITDA(a)                6,472          5,042             28% 
                             -----------  -------------  -------------- 
 
 
 Basic earnings / (loss) 
  per share                        10.6p         (2.6p)               - 
 Diluted                           10.4p         (2.6p)               - 
                             -----------  -------------  -------------- 
 
 Adjusted earnings per 
  share(b)                         30.0p          25.9p             16% 
 Diluted                           29.5p          25.4p             16% 
                             -----------  -------------  -------------- 
 

(a) Adjusted EBITDA is EBITDA of GBP6.4m (H1 2018: GBP3.6m) less exceptional items and share based remuneration (note 4).

(b) Adjusted profit after tax divided by weighted average number of shares (note 3).

Review of operations

ICON is Maintel's suite of cloud services, the main services being ICON Communicate (enterprise grade managed unified communications), ICON Now (Unified Communications as a Service), ICON Secure (network security) and ICON Connect (managed WAN). Elements of cloud services revenues are currently accounted for in both the managed services and technology division (under both managed services related and technology revenue lines), and the network services division (under the data connectivity services revenue line).

The following table shows the performance of the three operating segments of the Group.

 
                                  6 months      6 months 
                                to 30 June    to 30 June 
                                      2019          2018 
 Revenue analysis                   GBP000        GBP000   Decrease 
 
 Managed services related           22,474        23,166       (3)% 
 Technology(c)                      19,859        19,999       (1)% 
----------------------------  ------------  ------------  --------- 
 Managed services and 
  technology division               42,333        43,165       (2)% 
 Network services division          19,539        20,608       (5)% 
 Mobile division                     2,632         2,764       (5)% 
 
   Total Group                      64,504        66,537       (3)% 
============================  ============  ============  ========= 
 

(c)Technology includes revenues from hardware, software, professional services and other sales.

Managed services and technology division

The managed services and technology division provides the management, maintenance, service and support of unified communications, contact centres and local area networking technology, on a contracted basis, on customer premises and in the cloud. This is across the UK and internationally. It also supplies and installs project-based technology, professional and consultancy services to our direct clients and through our partner relationships.

 
                                6 months      6 months 
                              to 30 June    to 30 June 
                                    2019          2018 
                                  GBP000        GBP000   Decrease 
 
 Divisional revenue               42,333        43,165       (2)% 
 Divisional gross profit          11,396        11,882       (4)% 
 Gross margin (%)                    27%           28% 
==========================  ============  ============  ========= 
 

Revenue in this division decreased by 2% to GBP42.3m, and gross profit by 4% to GBP11.4m. Reductions in technology and managed services, as highlighted earlier in the report, are largely driven by the transition of customers from on-premise into cloud-based platforms.

This led to the anticipated reduction in technology revenue; however, it was offset to an extent, by an increase in professional services revenue as we gained contract wins in our software and consultancy practice, including the development and rollout of a multilingual IVR across multiple countries for a global enterprise organisation.

Our managed services base declined by 3% in the period partly as a result of customers moving to the cloud model, where traditional "support" is replaced by a managed services element, which is reported in network services. In addition, revenues have been impacted by the upgrading of some of our larger support customers from older legacy platforms to more modern software-based solutions where the support revenues are lower, offset by a naturally lower cost base to support this new technology.

In the period, one of our channel partners lost a major contract that Maintel serviced on their behalf, which will impact the H2 2019 support revenues.

Gross margin within the division reduced slightly to 27% (H1 2018: 28%).

Network services division

The network services division sells a portfolio of connectivity and communications services, including managed MPLS networks, SD-WAN services, security as a service, internet access services, dedicated access to public cloud services, SIP telephony services, inbound and outbound telephone calls and hosted IP telephony solutions. These services complement the on-premises and cloud solutions offered by the managed service and technology division and the mobile division's services.

 
                                   6 months      6 months 
                                 to 30 June    to 30 June 
                                       2019          2018 
                                                             (Decrease) 
                                     GBP000        GBP000    / increase 
 
 Call traffic                         2,551         2,837         (10)% 
 Line rental                          4,566         4,953          (8)% 
 Data connectivity services          12,245        12,648          (3)% 
 Other                                  177           170            4% 
-----------------------------  ------------  ------------  ------------ 
 
   Total division                    19,539        20,608          (5)% 
 Division gross profit                6,206         4,945           25% 
 Gross margin (%)                       32%           24% 
=============================  ============  ============  ============ 
 

Network services revenue decreased by 5% in the period, with gross margins in the division growing by 8% to 32% (H1 2018: 24%), reflecting the significantly richer contributions from cloud service revenues.

Traditional fixed line revenues (shown above under call traffic and line rental) decreased by 9% to GBP7.1m (H1 2018: GBP7.8m), which is a reflection of the overall market decline and a shift in focus of the Group to meet the higher demand for margin rich cloud and SIP services.

Data connectivity revenues declined by 3% over the prior period, as a result of the diminishing tail of previously announced legacy contract terminations, but the progress in cloud services is driving an underlying growth of 6% in data. This growth is set to continue as we rollout 2 significant data network contracts in H2 2019. The launch of our SD-WAN proposition has positioned Maintel as a credible data network provider and it has been well received by our customers.

ICON cloud services

In H1 2019 there was an acceleration in the take-up of our cloud managed unified communications services over H1 2018 resulting in growth of 32% to more than 66,000 contracted seats. Revenue from cloud and software customers now stands at GBP12.9m in H1 2019 - 20% of revenue (H1 2018: 15% of revenue).

We are continuing to see larger and more mission critical communications installations move to the cloud, with new ICON Communicate deals across all our vendors. H2 2019 will see the rollout of our largest cloud UCaaS customer with c.8000 seats for a public sector organisation.

We continue to invest in our growth areas of cloud and software and have brought those teams together in our Technology Centre in Fareham, Hampshire. Key developments on the ICON platform include adding new capabilities to our customer-facing portal, enhancements to our ICON Connect platform in terms of additional capacity and more SD-WAN capability, and enhancements to our ICON Secure platform.

Interest in our recently launched mid-market focussed UCaaS offer, ICON Now, is encouraging. We have already closed a significant contract which will roll out in H2 and the prospect pipeline continues to grow. Our software capability is gaining traction with recent contract awards of 2 major software integration projects delivered by our in-house software integration team. We have increased our investment in Callmedia, our omni-channel contact centre - focussing on user experience and AI capabilities.

Mobile division

Maintel's mobile division derives its revenue primarily from commissions received under its dealer agreements with O2 and from value added services such as mobile fleet management and mobile device management.

 
                         6 months      6 months 
                       to 30 June    to 30 June 
                             2019          2018 
                           GBP000        GBP000   Decrease 
 
 Revenue                    2,632         2,764       (5)% 
 Gross profit               1,285         1,359       (5)% 
 Gross margin (%)             49%           49% 
===================  ============  ============  ========= 
 
 
 Number of connections     31,528   35,996   (12)% 
========================  =======  =======  ====== 
 

We have continued to focus on the mid-market and low end enterprise segments where our full managed service wrap is particularly well suited. Consequently, while we have seen a reduction in the number of connections there has been a significant increase in average revenue per connection of 9%.

As previously highlighted, we introduced a wholesale proposition to better serve a segment of the mid-market and have won two significant new customers as a result.

Revenue fell 5% to GBP2.6m (H1 2018: GBP2.8m) with gross margin being maintained at 49%. The reduction in revenue was caused by one large contract implementation and subsequent revenue recognition being delayed into H2. The mobile market is highly competitive, but our prospect pipeline remains healthy.

Dividends and adjusted earnings per share

An interim dividend for 2018 of 15.0p (GBP2.1m) was paid on 4 October 2018 and a final dividend for 2018 of 19.5p per share (GBP2.8m) was paid on 16 May 2019, taking the total dividend paid in respect of 2018 to 34.5p per share.

As previously highlighted, the board's intention is to have a dividend pay-out ratio of at least 40% of adjusted net income and, on this basis, we expect that the total dividend paid annually will remain progressive in absolute terms.

As a result, the board will pay an interim dividend of 15.1p in respect of 2019 on 4 October to shareholders on the register at the close of business on 13 September, a 1% increase on H1 2018 reflecting our confidence in delivering growth in profitability on a year on year basis. The corresponding ex-dividend date will be 12 September.

Cash flow

The Group had net debt (excluding IFRS 16 liabilities and issue costs of debt) of GBP24.2m at 30 June 2019, compared with GBP25.5m at 31 December 2018, a reduction of GBP1.3m in the period.

 
                                                6 months      6 months 
                                              to 30 June    to 30 June 
                                                    2019          2018 
                                                  GBP000        GBP000 
 
 Cash generated by operating activities            6,052         4,061 
 Taxation                                              -          (12) 
 Capital expenditure less proceeds 
  of sale                                        (1,070)           714 
 Finance cost (net)                                (617)         (490) 
                                           -------------  ------------ 
 
 Free cashflow                                     4,365         4,273 
 
 Dividends                                       (2,790)       (2,712) 
 Proceeds from borrowings                          2,000             - 
 Lease liability repayments                        (414)             - 
 Payments in respect of business 
  combination                                      (142)             - 
 Issue of ordinary shares                            235             - 
 
 
 Increase in cash and cash equivalents             3,254         1,561 
 Cash and cash equivalents at start 
  of period                                      (3,988)         3,311 
 
 Cash and cash equivalents at end 
  of period                                        (734)         4,872 
 
 Bank borrowings                                (23,500)      (31,000) 
                                           -------------  ------------ 
 
 Net debt excluding issue costs of 
  debt                                          (24,234)      (26,128) 
 
 Adjusted EBITDA (note 4)                          6,472         5,042 
                                           =============  ============ 
 

The Group generated GBP6.1m of cash from operating activities (H1 2018: GBP4.1m), with a GBP0.2m working capital consumption in the period (H1 2018: working capital benefit GBP0.3m). The H1 2019 cash generation was underpinned by a strong cash conversion rate of 94% of adjusted EBITDA to operating cash flow.

Ongoing investment in our cloud and software platforms and upgrading of our internal IT systems drove the capital expenditure outlay of GBP1.1m in the period. This is compared to the prior period where a capital receipt of GBP0.8m was incurred as a result of the sale of a freehold property generating proceeds of GBP1.5m.

Finance cost of GBP0.6m includes GBP139k of interest costs as a result of adopting IFRS 16 and the recognition of notional finance costs associated with the deferred consideration resulting from the acquisition of certain UK customer contracts from Atos in July 2018. Excluding these items, on a comparable restated basis, finance cost is down 2% against H1 2018.

Outlook

The 28% growth in adjusted EBITDA, which includes a positive IFRS 16 adjustment of GBP0.5m in the period is pleasing, as we continue the transformation of our business, carefully managing our revenue mix and gross margin. We have seen cloud customers grow to represent 20% of our total revenue, up from 15% in 2018, and this is expected to continue to grow in H2 supported by our recently launched ICON Now and Insight Secure propositions.

Underlying demand for our services remains high and our new business pipeline remains strong with some significant project opportunities, however, we are seeing more customers expressing their concerns about the economy and the uncertainty around the prospect of a disorderly exit from the EU. This economic uncertainty is causing some contract close dates to move out, as organisations give more scrutiny to their larger investment decisions, resulting in longer sales cycles.

As such, whilst 2019 adjusted EBITDA is expected to show year on year growth versus 2018's level on a like for like basis, the Board now expects to deliver full year FY 2019 adjusted EBITDA (excluding IFRS 16 adjustments) in the range of GBP13-14 million.

On behalf of the board

M V Townsend

Chief Financial Officer

30 August 2019

Maintel Holdings Plc

Consolidated statement of comprehensive income (unaudited)

for the 6 months ended 30 June 2019

 
                                                  6 months          6 months 
                                                to 30 June        to 30 June 
                                                      2019              2018 
                                        Note        GBP000            GBP000 
                                               (Unaudited)       (unaudited) 
 
 Revenue                                   2        64,504            66,537 
 
 Cost of sales                                    (45,623)          (48,351) 
                                              ------------  ---------------- 
 
 Gross profit                                       18,881            18,186 
 
 Other operating income                                 77                76 
 
 Administrative expenses 
-------------------------------------  -----  ------------  ---------------- 
 Intangibles amortisation                          (3,326)           (3,039) 
 Exceptional items                         6            12           (1,251) 
 Share based payments                                 (69)             (188) 
 Other administrative expenses                    (13,362)          (13,520) 
-------------------------------------  -----  ------------  ---------------- 
                                                  (16,745)          (17,998) 
 
 
 Operating profit                                    2,213               264 
 
 Net financial costs                                 (664)             (520) 
 
 Profit / (loss) before taxation                     1,549             (256) 
 
 Income tax expense                                   (39)             (116) 
                                              ------------  ---------------- 
 
 Profit / (loss) for the period 
  and attributable to owners 
  of the parent                                      1,510             (372) 
 
 Other comprehensive expense 
  for the period 
 
 Exchange differences on translation 
  of foreign operations                                  3                 - 
                                              ------------  ---------------- 
 
 Total comprehensive income 
  for the period attributable 
  to the owners of the parent                        1,513             (372) 
                                              ============  ================ 
 
 
 Earnings / (loss) per share 
  from continuing operations 
  attributable to the ordinary 
  equity holders of the parent 
 Basic                                     3         10.6p            (2.6p) 
 Diluted                                   3         10.4p            (2.6p) 
                                              ============  ================ 
 
 
 

Maintel Holdings Plc

Consolidated statement of financial position (unaudited)

at 30 June 2019

 
                                             30 June   31 December 
                                                2019          2018 
                                  Note        GBP000        GBP000 
                                         (Unaudited)     (Audited) 
 Non-current assets 
 Intangible assets                            66,272        69,389 
 Right-of-use assets                           4,300             - 
 Property, plant and equipment                 2,062         2,046 
 
                                              72,634        71,435 
                                        ------------  ------------ 
 
 Current assets 
 Inventories                                   4,524         8,267 
 Trade and other receivables                  30,729        34,352 
 
                                              35,253        42,619 
                                        ------------  ------------ 
 
 Total assets                                107,887       114,054 
 
 Current liabilities 
 Trade and other payables                     51,310        57,725 
 Short-term borrowings             7             734         3,988 
 Current tax liabilities                       1,268           814 
 
 Total current liabilities                    53,312        62,527 
 
 Non-current liabilities 
 Other payables                                6,774         4,943 
 Deferred tax liability                        2,892         3,307 
 Borrowings                        7          23,339        21,295 
                                        ------------  ------------ 
 
 Total non-current liabilities                33,005        29,545 
 
 Total liabilities                            86,317        92,072 
                                        ------------  ------------ 
 
 Total net assets                             21,570        21,982 
                                        ============  ============ 
 
 Equity 
 Issued share capital                            143           142 
 Share premium                                24,588        24,354 
 Other reserves                                   73            70 
 Retained earnings                           (3,234)       (2,584) 
 
 Total equity                                 21,570        21,982 
                                        ============  ============ 
 
 

Maintel Holdings Plc

Consolidated statement of changes in equity (unaudited)

for the 6 months ended 30 June 2019

 
                                        Share                    Other     Retained 
                                      capital       Share     reserves     earnings     Total 
                                                  premium 
                             Note      GBP000      GBP000       GBP000       GBP000    GBP000 
 
 At 31 December 2017                      142      24,354           70        (178)    24,388 
 Total comprehensive 
  income for the period                     -           -            -        (372)     (372) 
 Dividend                                   -           -            -      (2,712)   (2,712) 
 Share based payments                       -           -            -          188       188 
--------------------------  -----  ----------  ----------  ----------- 
 
 At 30 June 2018                          142      24,354           70      (3,074)    21,492 
--------------------------  -----  ----------  ----------  -----------  -----------  -------- 
 
 Total comprehensive 
  income for the period                     -           -            -        2,415     2,415 
 Dividend paid                              -           -            -      (2,129)   (2,129) 
 Share based payments                       -           -            -          204       204 
 
 At 31 December 2018 
 (as previously reported)                 142      24,354           70      (2,584)    21,982 
 Change in accounting 
  policy                        1           -           -            -          561       561 
--------------------------  -----  ----------  ----------  -----------  -----------  -------- 
 Balance at 1 January 
  2019 
 (as restated)                            142      24,354           70      (2,023)    22,543 
 
 Profit for the period                      -           -            -        1,510     1,510 
 Other comprehensive 
  income: 
 Foreign currency 
 Translation differences                    -           -            3            -         3 
--------------------------  -----  ----------  ----------  -----------  -----------  -------- 
 
 Total comprehensive 
  income for the period                     -           -            3        1,510     1,513 
 Dividend paid                              -           -            -      (2,790)   (2,790) 
 Issue of new ordinary 
  shares                                    1         234            -            -       235 
 Share based payments                       -           -            -           69        69 
--------------------------  -----  ----------  ----------  ----------- 
 
 At 30 June 2019                          143      24,588           73      (3,234)    21,570 
==========================  =====  ==========  ==========  ===========  ===========  ======== 
 

Maintel Holdings Plc

Consolidated statement of cash flows (unaudited)

for the 6 months ended 30 June 2019

 
                                                    6 months      6 months 
                                                  to 30 June    to 30 June 
                                                        2019          2018 
                                                      GBP000        GBP000 
 Operating activities 
 Profit/(loss) before taxation                         1,549         (256) 
 Adjustments for: 
 Intangibles amortisation                              3,326         3,039 
 Exceptional non-cash items                            (329)             - 
 Share based payment charge                               69           188 
 Depreciation of plant and equipment                     455           300 
 Depreciation of right of use asset                      421             - 
 Loss on disposal of property, plant 
  and equipment                                           52            19 
 Interest expense (net)                                  664           520 
 
 Operating cash flows before changes 
  in working capital                                   6,207         3,810 
 
 Decrease /(increase) in inventories                   3,743         (143) 
 Decrease /(increase) in trade and 
  other receivables                                    3,395       (1,663) 
 (Decrease) / increase in trade and 
  other payables                                     (7,293)         2,057 
                                                ------------  ------------ 
 
 Cash generated from operating activities              6,052         4,061 
 
 Tax paid                                                  -          (12) 
                                                ------------  ------------ 
 
 Net cash flows generated from operating 
  activities                                           6,052         4,049 
                                                ------------  ------------ 
 
 Investing activities 
 Purchase of plant and equipment                       (523)         (533) 
 Purchase of software                                  (547)         (253) 
 Payments in respect of business combination           (142)             - 
 Proceeds from the disposal of asset 
  held for sale                                            -         1,500 
 
 Net cash flows (used by) / generated 
  from investing activities                          (1,212)           714 
                                                ------------  ------------ 
 
 
 
 
 Financing activities 
 Proceeds from borrowings                        2,000         - 
 Lease liability repayments                      (414)         - 
 Issue of ordinary shares                          235         - 
 Interest paid                                   (617)     (490) 
 Equity dividends paid                         (2,790)   (2,712) 
 
 Net cash flows generated from / (used 
  by) financing activities                       1,586   (3,202) 
                                              --------  -------- 
 
 Net increase in cash and cash equivalents       3,254     1,561 
 
 Cash and cash equivalents at start 
  of period                                    (3,988)     3,311 
 
 Cash and cash equivalents at end of 
  period                                         (734)     4,872 
                                              ========  ======== 
 

Maintel Holdings Plc

Notes to the interim financial information

   1.   Basis of preparation 

The financial information in these unaudited interim results is that of the holding company and all of its subsidiaries (the Group). It has been prepared in accordance with the recognition and measurement requirements of International Financial Reporting Standards as adopted for use in the EU (IFRSs) but does not include all the disclosures that would be required under IFRSs. The accounting policies applied by the Group in this financial information reflect the adoption of IFRS 16 Leases which is effective as of 1 January 2019. The adoption of this standard has not resulted in a restatement of the prior year figures with any resulting IFRS 16 transition adjustments being recognised in equity at 1 January 2019.

Other than the adoption of IFRS 16 - Leases, the accounting policies adopted in the interim financial statements are consistent with those adopted in the last annual report for financial year 2018.

IFRS 16 - Leases

The Group has adopted IFRS 16 on a modified retrospective basis. As disclosed in the Chairman's statement, upon transition, a lease liability has been recognised based on future lease payments discounted at an appropriate borrowing rate. Additionally, a right of use asset has been recognised along with a related lease liability. Within the income statement rent expense will be replaced by depreciation and interest expense. This will result in a decrease in operating expenses and an increase in finance costs.

The comparative financial information presented herein for the year ended 31 December 2018 does not constitute full statutory accounts for that period. The Group's annual report and accounts for the year ended 31 December 2018 have been delivered to the Registrar of Companies. The Group's independent auditor's report on those statutory accounts was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The financial information for the half-years ended 30 June 2019 and 30 June 2018 does not comprise statutory financial information within the meaning of s434 of the Companies Act 2006 and is unaudited.

In preparing the interim financial statements the directors have considered the Group's financial projections, borrowing facilities and other relevant financial matters, and the board is satisfied that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the directors continue to adopt the going concern basis in preparing the financial statements.

   2.   Segmental information 

For management reporting purposes and operationally, the Group consists of three business segments: (i) telecommunications managed service and technology sales, (ii) telecommunications network services, and (iii) mobile services. Each segment applies its respective resources across inter-related revenue streams which are reviewed by management collectively under these headings. The businesses of each segment and a further analysis of revenue are described under their respective headings in the business review.

The chief operating decision maker has been identified as the board, which assesses the performance of the operating segments based on revenue and gross profit.

Six months to 30 June 2019 (unaudited)

 
                                      Managed 
                                      service      Network 
                               and technology     services     Mobile      Total 
                                       GBP000       GBP000     GBP000     GBP000 
 
 Revenue                               42,333       19,539      2,632     64,504 
                             ================  ===========  =========  ========= 
 
 Gross profit                          11,390        6,206      1,285     18,881 
                             ----------------  -----------  --------- 
 
 Other operating income                                                       77 
 
 Other administrative 
  expenses                                                              (13,362) 
 
 Share based payments                                                       (69) 
 
 Intangibles amortisation                                                (3,326) 
 
 Exceptional items                                                            12 
                                                                       --------- 
 
 Operating profit                                                          2,213 
 
 Interest (net)                                                            (664) 
                                                                       --------- 
 
 Profit before taxation                                                    1,549 
 
 Income tax expense                                                         (39) 
 
 Profit after taxation                                                     1,510 
                                                                       ========= 
 
 

Further analysis of revenue streams is shown in the business review.

The board does not regularly review the aggregate assets and liabilities of its segments and accordingly, an analysis of these is not provided.

 
                                     Managed                          Central/ 
                                     service     Network                inter- 
                              and technology    services     Mobile    company    Total 
                                      GBP000      GBP000     GBP000     GBP000   GBP000 
 
 Intangibles amortisation                  -           -          -      3,326    3,326 
 Exceptional items                      (12)           -          -          -     (12) 
                            ================  ==========  =========  =========  ======= 
 

Six months to 30 June 2018 (unaudited)

 
                                      Managed 
                                      service      Network 
                               and technology     services     Mobile      Total 
                                       GBP000       GBP000     GBP000     GBP000 
 
 Revenue                               43,165       20,608      2,764     66,537 
                             ================  ===========  =========  ========= 
 
 Gross profit                          11,882        4,945      1,359     18,186 
                             ----------------  -----------  --------- 
 
 Other operating income                                                       76 
 
 Other administrative 
  expenses                                                              (13,520) 
 
 Share based payments                                                      (188) 
 
 Intangibles amortisation                                                (3,039) 
 
 Exceptional costs                                                       (1,251) 
                                                                       --------- 
 
 Operating profit                                                            264 
 
 Interest (net)                                                            (520) 
                                                                       --------- 
 
 Loss before taxation                                                      (256) 
 
 Income tax expense                                                        (116) 
 
 Loss after taxation                                                       (372) 
                                                                       ========= 
 
 

Further analysis of revenue streams is shown in the business review.

The board does not regularly review the aggregate assets and liabilities of its segments and accordingly, an analysis of these is not provided.

 
                                     Managed                          Central/ 
                                     service     Network                inter- 
                              and technology    services     Mobile    company    Total 
                                      GBP000      GBP000     GBP000     GBP000   GBP000 
 
 Intangibles amortisation                  -           -          -      3,039    3,039 
 Exceptional costs                     1,251           -          -          -    1,251 
                            ================  ==========  =========  =========  ======= 
 
   3.   Earnings per share 

Earnings per share is calculated by dividing the profit / (loss) after tax for the period by the weighted average number of shares in issue for the period, these figures being as follows:

 
                                                  6 months      6 months 
                                                to 30 June    to 30 June 
                                                      2019          2018 
                                                    GBP000        GBP000 
                                               (unaudited)   (unaudited) 
 Earnings used in basic and diluted 
  EPS, being profit / (loss) after tax               1,510         (372) 
 
 Adjustments: Amortisation of intangibles 
  acquired on business combinations                  3,069         3,039 
 Exceptional items (note 6)                           (12)         1,251 
 Tax relating to above adjustments                   (657)         (804) 
 Deferred tax charge on Datapoint profits                -           200 
 Share based payments                                   69           188 
 Interest charge on deferred consideration              68             - 
 Increase in deferred tax liability                     45             - 
  of intangible assets 
 Deferred tax charge on Azzurri capital 
  allowances                                           180           177 
  Adjusted earnings used in adjusted 
   EPS                                               4,272         3,679 
                                              ============  ============ 
 
 

The adjustments above have been made in order to provide a clearer picture of the trading performance of the Group.

Datapoint have brought forward historic tax losses, which the Group will benefit from in respect of its 2019 taxable profits. On acquisition in 2013 and in subsequent periods, a deferred tax asset was recognised in respect of its tax losses, and a deferred tax charge has been recognised in the income statement in respect of the period's profits. As this does not reflect the reality and benefit to the Group of the non-taxable profits, the deferred tax charge is adjusted above.

Azzurri has brought forward historic tax capital allowances, which the Group will benefit from in respect of its 2019 taxable profits. On the acquisition of Azzurri in 2016, a deferred tax asset was acquired in respect of its capital allowances, and a deferred tax charge has been recognised in the income statement in respect of the period's profits. As this does not reflect the reality and benefit to the Group of the non-taxable profits, the deferred tax charge is adjusted above.

 
                                            6 months        6 months 
                                          to 30 June      to 30 June 
                                                2019            2018 
                                              Number   Number (000s) 
                                              (000s) 
 
 Weighted average number of ordinary 
  shares of 1p each                           14,258          14,197 
 Potentially dilutive shares                     203             296 
                                        ------------  -------------- 
 
                                              14,461          14,493 
                                        ============  ============== 
 
 
 Profit / (loss) per share 
 Basic                                        10.6p   (2.6p) 
 Diluted                                      10.4p   (2.6p) 
 Adjusted - basic after the adjustments 
  in the table above                          30.0p    25.9p 
 Adjusted - diluted after the adjustments 
  in the table above                          29.5p    25.4p 
                                             ======  ======= 
 

In calculating diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive ordinary shares. The Group has one category of potentially dilutive ordinary share, being those share options granted to employees where the exercise price is less than the average price of the Company's ordinary shares during the period.

   4.   Earnings before interest, tax, depreciation and amortisation (EBITDA) 

The following table shows the calculation of EBITDA and adjusted EBITDA:

 
                                            6 months      6 months 
                                          to 30 June    to 30 June 
                                                2019          2018 
                                              GBP000        GBP000 
                                         (unaudited)   (unaudited) 
  Profit / (loss) before tax                   1,549         (256) 
 Net interest payable                            664           520 
 Depreciation of property, plant and 
  equipment                                      455           300 
 Depreciation of right of use asset              421             - 
 Amortisation of intangibles                   3,326         3,039 
                                        ------------  ------------ 
 
 EBITDA                                        6,415         3,603 
 Share based payments                             69           188 
 Exceptional items (note 6)                     (12)         1,251 
 
 Adjusted EBITDA                               6,472         5,042 
                                        ============  ============ 
 
   5.   Dividends 
 
                                         6 months      6 months        Year to 
                                       to 30 June    to 30 June    31 December 
                                             2019          2018           2018 
                                           GBP000        GBP000         GBP000 
                                      (unaudited)   (unaudited)      (audited) 
 Dividends paid 
 Final 2017, paid 11 May 2018 
  - 19.1p per share                             -         2,712          2,712 
 Interim 2018, paid 4 October 2018 
  - 15.0p per share                             -             -          2,129 
 Final 2018, paid 16 May 2019 
  - 19.5p per share                         2,790             -              - 
 
                                            2,790         2,712          4,841 
                                     ============  ============  ============= 
 

The directors propose the payment of an interim dividend for 2019 of 15.1p (2018: 15.0p) per ordinary share, payable on 4 October 2019 to shareholders on the register at 13 September 2019. The cost of the proposed dividend, based on the number of shares in issue as at 30 August 2019, is GBP2.2m (2018: GBP2.1m).

   6.    Exceptional items 
 
                                                6 months      6 months 
                                              to 30 June    to 30 June 
                                                    2019          2018 
                                                  GBP000        GBP000 
                                             (unaudited)   (unaudited) 
 
 Staff restructuring related costs                    96           835 
 Costs relating to an onerous property 
  lease                                                -           245 
 Remeasurement of deferred consideration           (746)             - 
  to fair value 
 Impairment of customer relationship 
  asset                                              339 
 Other                                               299           171 
 
 
                                                    (12)         1,251 
                                            ============  ============ 
 
   7.   Borrowings 
 
                                          30 June   31 December 
                                             2019          2018 
                                           GBP000        GBP000 
                                      (unaudited)     (audited) 
 
 Current bank overdraft - secured             734         3,988 
 Non-current bank loan - secured           23,339        21,295 
                                     ============  ============ 
 

On 8 April 2016, the Group entered into new facilities with the Royal Bank of Scotland plc to support the acquisition of Azzurri. These consisted of a revolving credit facility totalling GBP36.0m (the "RCF") in committed funds on a reducing basis for a five year term (with an option to borrow up to a further GBP20.0m in uncommitted accordion facilities).

On 1 August 2017, the acquisition of the entire share capital of Intrinsic Technology Limited (ITL) was completed for a consideration of GBP4.9m on a cash-free, debt-free basis. The acquisition was funded by an extension to, and drawdown under, the Company's existing RCF with the Royal Bank of Scotland plc. As a result, the RCF increased by GBP6.0m to GBP42.0m. However, following the sale of the Burnley freehold property for GBP1.5m on 23 February 2018, the RCF was reduced by a corresponding amount to GBP40.5m.

Under the terms of the master facility agreement, the RCF reduces to GBP31.0m on the three year anniversary, and to GBP26.0m on the four year anniversary from the date of signing.

As of 30 June 2019, the Group's available committed facilities amount to GBP36.8m, comprising the GBP31m RCF plus GBP5.7m allocated from the accordion facility which was used to acquire ITL in 2017.

The non-current bank loan above is stated net of unamortised issue costs of debt of GBP0.2m (31 December 2018: GBP0.2m).

   8.   Post balance sheet events. 

There have been no events subsequent to the reporting date which would have a material impact on the interim financial results.

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

IR EBLFXKVFZBBQ

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