TIDMMAI

RNS Number : 0771B

Maintel Holdings PLC

29 September 2022

Maintel Holdings Plc

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

Interim results for the six months to 30 June 2022

Cloud transition continues, while hardware supply chain delays performance

Maintel Holdings Plc, a leading provider of cloud, network and security managed services, is pleased to announce its interim results for the six months to 30 June 2022.

Key Financial Information

 
 Unaudited results for 6 months                                 Increase/ 
  ended 30 June:                         2022      2021        (decrease) 
 
 Group revenue (GBP'm)                   46.7      53.5           (12.7)% 
 Gross profit (GBP'm)                    15.3      14.8              3.4% 
 Adjusted EBITDA                          3.6       4.3           (16.6)% 
 (Loss)/ profit before tax (GBP'm)      (0.5)       3.8          (113.2)% 
 Adjusted profit before tax ([5]) 
  (GBP'm)                                 2.4       2.9           (18.3)% 
 
 Basic (loss)/ earnings per share 
  (p)                                   (1.8)      27.0          (106.5)% 
 Adjusted earnings per share ([3]) 
  (p)                                    11.1      14.2           (21.8)% 
 
 Net cash debt([4]) (GBP'm)              19.4      19.1              1.5% 
 Contracted cloud seats               160,000   117,000             36.7% 
 

Financial headlines

-- Cloud transition continues to grow: 36.7% growth on contracted seats to 160,000, associated cloud and software revenues amounts to GBP19.8m, representing 42.4% of revenue for the period (H1 2021: 30.4%)

-- Total recurring revenue continues to grow, and now represents 73.7% of Maintel's revenue for the period, up from 68.9% on a comparable basis([1]) for H1 2021

-- Gross Margin increases to 32.8%, up from 32.4% in H1 2022 on a comparable basis([1]) (up from 27.8% on a statutory, unadjusted basis), reflecting the growth of the higher margin cloud and software revenue stream

-- Global hardware supply chain issue delays project implementations and adversely impacts revenue: GBP46.7m in H1 2022 behind the comparative period in H1 2021 (-10.6% on a like for like basis([1]) )

   --      Adjusted EBITDA reduces to GBP3.6m (H1 2021: GBP4.3m), reflecting the revenue dynamic 
   --      Net debt([4]) at 30 June 2022 amounts to GBP19.4m, in line with expectations 

Operational highlights

-- Sales order intake continues to grow, as the sales team performs to target in H1, despite the slowdown in the public sector tenders and customer concerns over hardware supply delivery

-- Sales Order Book reaches an all time high with multi-year contract values totalling over GBP45m

-- Maintel's successful transition to a cloud and managed services business continues successfully, as revenues from cloud and software customers now reach GBP19.8m in H1 2022 up 24.5% compared to GBP15.9m in H1 2021, and now represents 42.4% of the Company total revenue (H1 2021: 30.4% on a comparable basis([1]) )

-- Organisational optimisation delivers GBP0.5m savings from the same period last year, and on a comparable basis([1])

-- Maintel enters a 3-year refinance agreement with HSBC for a GBP26m Sustainability Linked Loan facility at improved terms

-- Gabriel Pirona is appointed as Chief Financial Offer from 2 May 2022, bringing valuable experience into the Group which has already seen significant operational improvements

Ioan MacRae, CEO commented:

The first half of FY22 has proved hugely frustrating with anticipated challenges exceeding our initial expectations. The global hardware supply chain crisis, and in particular the shortage of semiconductors, deterred Maintel from delivering timely projects ordered by customers in the latter part of 2021 and early 2022. The acute delays in global logistics translated into significantly delayed revenue recognition for Maintel. The delayed forecasted revenue for the supply of LAN, WAN, Wi-Fi and SD-WAN related projects exceeded GBP6m for the first 6 months of 2022. Whilst supply chains are set to improve, normalisation is not anticipated until the second quarter of 2023.

As a strategic partner to many Health, Local, Housing and Education organisations, Maintel's revenue suffered from the post-pandemic challenges inherent to the public sector. The lasting effects of the pandemic and subsequent activity slowdown led to a reduction in tender awards and continued adjourned projects, whilst confirmation of new budgets are pending and full access to sites was resumed.

Whilst managing these headwinds, our focus remains on the group's transformation to a cloud, network and security managed services business, continued sales performance, organisational optimisation, and the introduction of new managed services.

Our transformation to a cloud and managed services business continues. In the first half, we contracted a further 28,000 cloud seats, bringing our total contracted cloud seats to 160,000, marking a 37.7% increase on H1 2021. It was pleasing to see a mix of public and private cloud solutions being sold during the period, proving our updated cloud portfolio is resonating across our UCaaS and CCaas offerings.

Our sales team continue to build the sales order book with a strong order intake for the first 6 months and in line with expectations. The sales team have won some significant customer contracts, albeit the associated revenues are unlikely to significantly benefit financial performance until 2023. Such customer wins include Mid and South Essex NHS Foundation Trust for 11,000 public cloud seats, Hywell Dda University Health Board, IDH Group, Calor Gas, Harrods, and Guy's and St Thomas' NHS Foundation Trust. These contracts cover a mix of fully managed cloud, LAN and SD-WAN technologies.

The Group remains focused on managing the cost base, while not compromising future growth, despite the impact of inflation and the associated price increases from suppliers, as well as the salary increases to retain and support staff with the rise in the cost of living. Careful cost management and organisational optimisation continues with headcount at 496 at 30 June 2022, and operational expenses lower than the comparative period to 30 June 2021. As the cash generation in H1 2022 improved compared to the same period in 2021, Net Debt([4]) remains at GBP19.4m and in line with expectations.

Notes

[1] Comparable operations include continuing operations, excluding revenue and EBITDA contributions from the disposed Managed Print Services division of GBP0.0m (H1 2021: GBP1.2m) and GBP0.0m (H1 2020: GBP0.1m) respectively. Comparable analysis also includes an adjustment in H1 2021 for reclassification of Costs of Goods Sold to administrative expense for GBP1.8m (this is inline with the presentation at year ended December 2021) and capitalisation of software licence costs from Costs of Goods Sold of GBP0.6m, to match the H1 2022 presentation

[2] Adjusted EBITDA is EBITDA of GBP3.2m (H1 2021: GBP7.9m), adjusted for exceptional items and share based payments (note 5).

[3] Adjusted earnings per share is basic (loss) per share of (1.8)p (H1 2021: earnings per share of 27.0p), adjusted for intangibles amortisation, exceptional items and share based payments (note 4). The weighted average number of shares in the period was 14.3m (H1 2021: 14.4m).

[4] Interest bearing debt (excluding issue costs of debt and IFRS 16 debt) minus cash.

[5] Adjusted profit before tax of GBP2.4m (H1 2020: 2.9m) is basic (loss)/profit before tax, adjusted for intangibles amortisation, exceptional items and share based payments.

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

For further information please contact:

 
 
 Ioan MacRae, Chief Executive Officer 
  Gab Pirona, Chief Financial Officer 
  Dan Davies, Chief Technology Officer    0344 871 1122 
 
 finnCap, (Nomad and Broker) 
 Jonny Franklin-Adams / Emily Watts 
  (Corporate Finance) 
  Sunila de Silva (Corporate Broking)     020 7220 0500 
 Oakley Advisory, (Financial Advisors) 
  Christian Maher                         020 7766 6900 
 

Chairman's statement

Whilst hardware supply-chain problems were a known threat at the end of 2021, the delays and impact on business globally have proved more severe than forecasted. The sales team continue to perform well, building the sales order book, but we are disappointed that our vendor partners are unable to supply the required hardware to deliver projects for our customers in a timely way. The revenue impact has been significant and will remain so for the rest of this year with supply chains not expected to normalise until the second quarter of 2023.

The economic impact of the pandemic has further impeded the Group's results, with continued delays to public sector tenders being issued and awarded, the impact of which will be felt throughout the current financial year.

In the face of these economic and hardware challenges, it is good to see the Group continue its successful transformation into a cloud and managed services provider with contracted cloud seats increasing 37.7% on the same period last year and a strong pipeline underpinning our ambition to drive total contracted seats to 170,000 by year-end. Cloud services and associated revenues now account for 42.4% of total Group revenues in the period at GBP19.8m, an increase of 24.9% over the same period last year.

Despite the reduction in revenues (-10.6% on a comparable basis) and the cost of inflation, the Group has maintained its debt position at GBP19.4m, in line with the Board's expectations, through careful cost management and a programme of restructuring. Headcount currently stands at 496, down from 600 at the end of December 2020.

Our managed services and technology division saw an overall 23.0% decline in revenue, with technology declining by 27.5% owing to the impact of the semiconductor supply issues outlined above. Managed services declined by 18.2%, in line with expectations as customers downsize their estates or change their technology, resulting in price erosion on renewal or on transition to our cloud services. The latter saw a 39.3% increase in revenues to GBP6.0m (H1 2021: GBP4.3m) of pure cloud subscription revenue.

The Network Services division delivered a strong performance during the period with revenues increasing by 4.9%, and gross margin expanding 7.4 percentage points to 40.9% (H1 2021: 33.5%). The 39.3% increase in cloud subscription revenues referred to above significantly contributed to the division's results and delivered additional margin rich revenue from associated calls and lines.

It was good to conclude the refinancing of the business with HSBC and pleasing that the Group was the first technology business to be granted a sustainability linked loan. The GBP26m facility, in place for a minimum of 3 years, provides better terms and the framework of a supportive banking partner, proving invaluable through challenging times.

I am also delighted to welcome Gabriel Pirona to Maintel as our Chief Financial Officer. Gab joined us in May 2022 and brings a wealth of experience and knowledge to the Group. We look forward to his positive impact on our performance as he brings greater efficiencies and agility into our operations.

Outlook

The Board remains confident that Maintel will return to organic growth as global supply chains normalise, likely in spring 2023. Consequently, we expect H2 2022 trading to be consistent with the period reported. It is not, we feel, timely to resume dividend payments, but this will be kept under review as conditions improve.

Following a thorough review and upgrade of products and services offered by the company carried out over the past 18 months, we strongly believe that Maintel is well positioned to serve our customer base and address market needs well into the future. Major customer contract awards in recent months confirm this, even though the lack of hardware components is slowing project delivery and the associated revenue recognition.

While public sector contract awards were lower than anticipated in H1 2022, we expect an increase in tendering activity during H2 and into 2023 as investment continues in digital transformation across local government, health, housing and education sectors. Our expectation is to reach our contracted cloud seat target of 170,000 at year-end, continuing the company's transition into a cloud and managed services business.

Our sales team's performance year-to-date is encouraging, with a strong forecast for the second half of 2022. The sales order book currently stands at the highest value on record, proving the appeal of our solution offerings and the strength of customer demand for our portfolio of products. This underpins confidence that organic growth will resume as orders are fulfilled and associated revenues flow through.

On behalf of shareholders, I would like to thank all our staff for their continued hard work in frustrating circumstances, and for their sustained commitment to our customers.

J D S Booth

Chairman

29 September 2022

Business review

Results for the 6 month period to 30 June 2022

Group revenue reduced by 12.6% to GBP46.7m (H1 2021: GBP53.5m), and on a comparable basis ([1]) , reduced by 10.6% to GBP52.3m.

Recurring revenue as a percentage of total revenue (being all revenue excluding one-off projects) grew to 73.7% (H1 2021: 68.3%).

Adjusted EBITDA([2]) reduced by 25.9% on a comparable basis([1]) mainly reflecting the revenue dynamic in the first half of the year as we retain staff and other operational expenses associated with the future delivery of the order book. On a headline basis, adjusted EBITDA reduced by 16.6% to GBP3.6m (H1 2021: GBP4.3m) . The adjusted EBITDA for the 6 months to June 2022 has been impacted (by comparison to H1 2022) by the capitalisation of subscription licenses of GBP0.6m. Please see note one to the interim financial statements, on the basis of preparation.

Adjusted profit before tax([5]) was GBP2.4m (H1 2021: GBP2.9m).

The Group generated a loss before tax of GBP0.5m (H1 2021: profit of GBP3.8m) and loss per share of 1.8p (H1 2021: earnings per share of 27.0p). This includes a net exceptional debit of GBP0.3m (H1 2021: cost of GBP3.6m) (refer note 7) and intangibles amortisation of GBP2.6m (H1 2021: GBP2.7m).

 
 A djusted earnings per 
  share (EPS) decreased 
  by 21.8% to 11.1p (H1 
  2021: 14.2p) based on 
  a weighted average number        6 months      6 months 
  of shares in the period             to 30         to 30 
  of 14.3m (H1 2021: 14.4m).      June 2022     June 2021 
                                                              Increase/ 
                                     GBP000        GBP000    (decrease) 
 
 Revenue                             46,746        53,469       (12.6)% 
                                -----------  ------------  ------------ 
 
 (Loss) / profit before 
  tax                                 (575)         3,817 
 Add back intangibles 
  amortisation                        2,651         2,718 
 Exceptional items (note 
  7)                                    261       (3,613) 
 Share based remuneration                71            27 
 Adjusted profit before 
  tax                                 2,408         2,949       (18.3)% 
                                -----------  ------------  ------------ 
 
 
 Interest                               398           557 
 Depreciation                           808           825 
 
 
 Adjusted EBITDA([2])                 3,614         4,332       (16.6)% 
                                -----------  ------------  ------------ 
 
 
 Basic (loss)/earnings 
  per share                          (1.8)p         27.0p             - 
 Diluted                             (1.8)p         27.0p             - 
                                -----------  ------------  ------------ 
 
 Adjusted (loss)/earnings 
  per share([3])                      11.1p         14.2p       (21.8)% 
 Diluted                              11.1p         14.2p       (21.8)% 
                                -----------  ------------  ------------ 
 

Review of operations

Maintel provides an entire suite of both private and public cloud, network, and security services. The main private cloud services comprise ICON Communicate (enterprise grade managed unified communications & contact centre), ICON Now (Unified Communications as a Service for the mid-market), ICON Secure (network security) and ICON Connect (managed WAN & SD-WAN), with a now established portfolio of public cloud services such as ICON Teams Connector (a managed voice service for Microsoft Teams), RingCentral (Unified Communications and Contact Centre as a Service for the mid-market and enterprise), Genesys (Contact Centre as a Service for the enterprise market) and our own in house developed Callmedia CX Now (Contact Centre as a Service for the mid-market).

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 and cloud revenue lines). Cloud services revenues accounted for 42.4% of total Group revenues in the period (H1 2021: 29.7%), an increase of 13 percentage points, growing to GBP19.8m (H1 2021: GBP15.9m), an increase of 24.9% over the same period last year.

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

 
                                  6 months     6 months 
                                to 30 June        to 30 
                                      2022    June 2021 
                                                           (Decrease) 
 Revenue analysis                   GBP000       GBP000    / increase 
 
 Managed services related           12,730       15,558       (18.2)% 
 Technology(d)                      12,279       16,926       (27.5)% 
----------------------------  ------------  -----------  ------------ 
 Managed services and 
  technology division               25,009       32,484       (23.0)% 
 Network services division          19,504       18,590          4.9% 
 Mobile division                     2,233        2,395        (6.8)% 
 
   Total Group                      46,746       53,469       (12.6)% 
============================  ============  ===========  ============ 
 

(d)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. Services are provided both across the UK and internationally. The division 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 
                                    2022          2021 
                                                              Increase 
                                  GBP000        GBP000    / (decrease) 
 
 Divisional revenue               25,009        32,484         (23.0)% 
 Divisional gross profit           6,610         7,455         (11.0)% 
 Gross margin (%)                  26.4%         22.9% 
==========================  ============  ============  ============== 
 

Revenue in this division decreased by 20.1% on a comparable basis([1]) to GBP25.0m, including an adjustment to exclude revenue contributions from the disposed Managed Print Services division of GBP0.0m (H1 2021: GBP1.2m) and for reclassification of Costs of Goods Sold to administrative expense for GBP1.8m in H1 2022. These movements reflect the decline in our legacy on-premises managed services customer base. The gross margin of the division contracted to 26.4% in H1 2022 from 28.6% on a comparable basis([1]) in H1 2021 as a result of a greater percentage of third-party services, and some margin pressure on technology sales, particularly in the public sector.

Within the division, technology saw a decline in revenues, by 27.5%, due to the impact of semiconductor supply constraints, the weakening of the British Pound against the US Dollar, and continued margin pressure on the larger deals, particularly in the LAN and WIFI space and in Public Sector, and movement in the mix of lower margin third party against internally delivered professional services.

On a comparable basis([1]) , the managed services base declined by 11.6% in the period, mainly due to customers downsizing their estates or evolving technologies as a result of the pandemic. Furthermore, as part of our business transformation, we are transitioning some customers from on-premises technology into Maintel cloud-based platforms where traditional "support" is replaced by a longer term, recurring managed services revenue which is reported in our network services division.

Network services division

The network services division sells a portfolio of connectivity and communications services, including managed MPLS (multi-protocol label switching) networks, SD-WAN services, security as a service, internet access services, dedicated access to public cloud services, SIP (session initiation protocol) telephony services, inbound and outbound telephone calls and cloud based Unified Communications and Contact Centre solutions.

 
                                6 months 
                                   to 30     6 months 
                                    June        to 30 
                                    2022    June 2021 
                                                             Increase 
                                  GBP000       GBP000    / (decrease) 
 
 Call traffic                      1,443        2,187         (34.0)% 
 Line rental                       3,715        3,606            3.0% 
 Data connectivity services        8,116        8,257          (1.7)% 
 Cloud                             6,006        4,313           39.3% 
 Other                               224          227          (2.1)% 
-----------------------------  ---------  -----------  -------------- 
 
   Total division                 19,504       18,590            4.9% 
 Division gross profit             7,918        6,232           27.1% 
 Gross margin (%)                  40.9%        33.5% 
=============================  =========  ===========  ============== 
 

Network services revenue grew by 4.9% in the period and the gross margin of the division expanded to 40.9% including a 34 basis points impact from an adjustment for capitalisation of subscription licenses of GBP0.6m. This reflects the positive contribution of the continued significant growth in cloud subscription revenues, up 39.3%, and an encouraging slow down of natural erosion across both data connectivity (1.7% vs 5.0% from H1 2022 to H1 2021) and fixed line revenues (3.0% growth vs 4.1% decline from H1 2020 to H1 2021).

The recovery in traditional fixed line revenues (shown above line rental) is driven by the growth in cloud services, the majority of which pulls through more margin rich SIP Trunking calls and lines revenue, reduced churn, and the greater efficiencies we have realised through the deployment of a new carrier grade, multi-tenanted Session Border Controller (SBC) infrastructure within our ICON Platform.

The modest recovery in Data connectivity revenue decline is mainly a result of the reduced churn in H1 2022 compared to H1 2021. In addition, multiple new contract wins and key renewals in this space during H2 2021 and H1 2022, resulting from our new SD-WAN multi-cloud connectivity proposition and a renewed focus in this area, are yet to be realised as revenue due to hardware supply chain issues, boding well for further recovery in this space, particularly in 2023 and beyond as these contracts roll out and additional contracts are secured.

Maintel has continued to invest in this area over the period, introducing a new 5G router portfolio into our core offering.

Maintel cloud services

Maintel has continued to grow its cloud services for both unified communications and contact centre applications - with 160,000 contracted cloud seats (up 36.7% on H1 2021) and revenues from cloud & software customers now at GBP19.8m, representing 42.4% of revenue (H1 2021: 29.7% of revenue). During the first half of 2022, cloud deployment velocity showed signs of improvement as our customers begin to recover from the pandemic and we remain hopeful of reaching the target of 170,000 contracted seats at the end of 2022, assuming an anticipated increase in public sector contract awards.

We continued to invest in our growth areas of cloud and software and throughout the period have launched new products and services including the spring release of our own Callmedia CX Now CCaaS public cloud offering, an International SIP offering, enhancements to our ICON Teams Connector service for Microsoft Teams and ongoing enhancements to our ICON Portal digital customer engagement platform.

Mobile division

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

 
                        6 months   6 months 
                           to 30      to 30 
                       June 2022       June 
                                       2021 
                          GBP000     GBP000   Decrease 
 
 Revenue                   2,234      2,395     (6.8)% 
 Gross profit                823      1,154    (28.7)% 
 Gross margin (%)          36.8%      48.2% 
===================  ===========  =========  ========= 
 
 
 Number of customers          619      693   (10.7)% 
 Number of connections     27,341   26,995      1.3% 
========================  =======  =======  ======== 
 

Revenue decreased by 6.8% to GBP2.2m (H1 2021: GBP2.4m) with gross profits at GBP0.8m (H1 2021: GBP1.2m), and lower margins of 36.8% compared to 48.2% in the prior period. The main contributing factor was the adverse variances in bonuses earnt in the year from our main partners.

O2 continues to be our core partner and route to market, bolstered by our Vodafone agreement which enhances our commercial offering as well as increasing our ability to serve our customers more effectively and efficiently. Lastly, our own ICON Mobilise wholesale offering is ideal for customers who require an agile solution that caters for unique billing, network, and commercial requirements.

Maintel's mobile go-to-market proposition will continue to focus on the mid-market and low-end enterprise segments where our portfolio is best suited. We continued to invest in this area during the period, with the launch of a mobile reporting and management capability within our ICON Portal digital customer engagement platform.

Administrative expenses

Administrative expenses mainly comprise costs related to the sales and marketing teams, the support functions and the managerial positions, as well as the associated growth generating investments and general costs. On a comparable basis, the total other administrative expenses amounted to GBP13.0m for the period, reduced from GBP13.4m in H1 2021 (up from GBP11.8m on statutory, unadjusted basis for H1 2021, not including an adjustment in H1 2021 for reclassification of Costs of Goods Sold to administrative expense for GBP1.8m). The net GBP0.4m reduction mainly reflects the GBP0.5m savings from organisational optimisation initiatives.

The overall headcount dropped by 2.9% or 15 FTEs and now stands at 496 (H1 2021: 511) as a result of the Group's programme of re-organisation and right sizing of the business to facilitate our continued transition to a cloud and managed services business as reported at the year-end 2021.

Cash flow

The Group net debt (excluding IFRS 16 liabilities and issue costs of debt) of GBP19.4m at 30 June 2022, compares to GBP19.4m net debt at 31 December 2021.

 
                                                            6 months      6 months 
                                                          to 30 June    to 30 June 
                                                                2022          2021 
                                                              GBP000        GBP000 
 
 Cash generated by operating activities before 
  disposal of managed print services business                  3,279         1,345 
 Taxation (paid)/ received                                     (370)            50 
 Capital expenditure                                         (1,412)         (951) 
 Finance cost (net)                                            (471)         (446) 
 Issue costs of debt                                           (234)          (38) 
                                                       -------------  ------------ 
 
 Free cashflow                                                   792          (40) 
 
 Net proceeds on disposal of Managed Print 
  Services business                                                -         4,395 
 Payments in respect of prior period business 
  combination                                                  (311)         (622) 
 Proceeds from borrowings                                     22,500             - 
 Repayment of borrowings                                    (15,500)       (3,659) 
 Lease liability repayments                                    (517)         (566) 
 
 
 Increase / (decrease) in cash and cash equivalents            6,964         (492) 
 Cash and cash equivalents at start of period                (3,869)       (3,845) 
 Exchange differences                                            (5)          (19) 
 
 Cash and cash equivalents at end of period                    3,090       (4,356) 
 
 Bank borrowings                                            (22,500)      (14,841) 
                                                       -------------  ------------ 
 
 Net debt excluding issue costs of debt                     (19,410)      (19,197) 
 
 Adjusted EBITDA (note 5)                                      3,614         4,332 
                                                       =============  ============ 
 

The Group generated GBP3.3m of cash from operating activities compared to an underlying H1 2021 comparator of GBP1.3m which excludes a GBP4.3m benefit arising from the sale of the managed print service business. Cash generation was very strong in the period, with reported cash conversion of adjusted EBITDA([6]) at 111% (H1 2021: 52%). Cash collections remain strong, while the Group also benefits from a sound bad debt position in the period. We are confident that the cash generation will remain strong in H2.

Capital expenditure outlay of GBP1.4m in the period (H1 2022: GBP1.0m) was driven by our continued investment across Maintel's product and service portfolio.

Tax paid in the period is in relation to the Groups historical losses being fully utilised and taxable profits arising in the year ended 31 December 2021.

COVID-19

Whilst restrictions have lifted, we will continue to monitor the situation and remain mindful of possible further measures which could affect our ability to deliver projects. Our staff wellbeing remains a top priority whilst managing a hybrid working model with the gradual return to offices since 2021, subject to any changes to Government guidelines.

Dividends

In line with the announcement made on 1 June 2021, the Board has made the decision to continue to pause dividend payments until there is more certainty around the ongoing impact of the pandemic and macro-political situation impacting global supply of hardware. As such, the Board will not declare an interim dividend for 2022 (H1 2021: Nil).

On behalf of the board

I G MacRae

Chief Executive Officer

2022

[6] Cash conversion calculated as adjusted EBITDA plus working capital to adjusted EBITDA.

Maintel Holdings Plc

Consolidated statement of comprehensive income (unaudited)

for the 6 months ended 30 June 2022

 
                                                    6 months       6 months 
                                                  to 30 June     to 30 June 
                                                        2022           2021 
                                          Note        GBP000         GBP000 
                                                 (Unaudited)    (Unaudited) 
 
 Revenue                                     2        46,746         53,469 
 
 Cost of sales                                      (31,395)       (38,628) 
                                                ------------  ------------- 
 
 Gross profit                                         15,351         14,841 
 
 Other operating income                      3           455            461 
 
 Administrative expenses 
---------------------------------------  -----  ------------  ------------- 
 Intangibles amortisation                            (2,651)        (2,718) 
 Exceptional items                           7         (261)          3,613 
 Share based payments                                   (71)           (27) 
 Other administrative expenses                      (13,000)       (11,796) 
---------------------------------------  -----  ------------  ------------- 
                                                    (15,982)       (10,928) 
 
 
 Operating (loss) / profit                             (177)          4,374 
 
 Net financial costs                                   (398)          (557) 
 
 (Loss) / profit before taxation                       (575)          3,817 
 
 Taxation credit                                         323             61 
                                                ------------  ------------- 
 
 (Loss) / Profit for the period 
  and attributable to owners 
  of the parent                                        (252)          3,878 
 
 Other comprehensive income 
  for the period 
 
 Exchange differences on translation 
  of foreign operations                                    9            (6) 
                                                ------------  ------------- 
 
 Total comprehensive (loss) 
  / income for the period attributable 
  to the owners of the parent                          (243)          3,872 
                                                ============  ============= 
 
 
 Earnings / (loss) per share 
  from continuing operations 
  attributable to the ordinary 
  equity holders of the parent 
 Basic                                       4        (1.8)p          27.0p 
 Diluted                                     4        (1.8)p          27.0p 
                                                ============  ============= 
 
 
 

Maintel Holdings Plc

Consolidated statement of financial position (unaudited)

at 30 June 2022

 
                                             30 June   31 December 
                                                2022          2021 
                                  Note        GBP000        GBP000 
                                         (Unaudited)     (Audited) 
 Non-current assets 
 Intangible assets                            54,789        56,021 
 Right-of-use assets                           2,711         3,173 
 Property, plant and equipment                 1,427         1,091 
 Trade and other receivables                     360           630 
 
                                              59,287        60,915 
                                        ------------  ------------ 
 
 Current assets 
 Inventories                                   1,592         1,009 
 Trade and other receivables                  29,089        30,229 
 Income tax                                       92             - 
 Cash and cash equivalents                     3,090             - 
 
                                              33,863        31,238 
                                        ------------  ------------ 
 
 Total assets                                 93,150        92,153 
 
 Current liabilities 
 Trade and other payables                     43,087        43,805 
 Lease liabilities                               840           906 
 Income tax                                        -           267 
 Borrowings                        8           2,400        19,362 
 
 Total current liabilities                    46,327        64,340 
 
 Non-current liabilities 
 Other payables                                  482           455 
 Lease liabilities                             1,853         2,251 
 Deferred tax liability                        1,224         1,558 
 Borrowings                          8        19,887             - 
 
 Total non-current liabilities                23,449         4,264 
 
 Total liabilities                            69,773        68,604 
                                        ------------  ------------ 
 
 Total net assets                             23,377        23,549 
                                        ============  ============ 
 
 Equity 
 Issued share capital                            144           144 
 Share premium                                24,588        24,588 
 Other reserves                                   70            61 
 Retained earnings                           (1,425)       (1,244) 
 
 Total equity                                 23,377        23,549 
                                        ============  ============ 
 
 

Maintel Holdings Plc

Consolidated statement of changes in equity (unaudited)

for the 6 months ended 30 June 2022

 
                                        Share                    Other     Retained 
                                      capital       Share     reserves     earnings     Total 
                                                  premium 
                             Note      GBP000      GBP000       GBP000       GBP000    GBP000 
 
 At 31 December 2020                      144      24,588           73      (5,964)    18,841 
 
 Profit for the period                      -           -            -        3,878     3,878 
 Other comprehensive 
  income: 
 Foreign currency 
 Translation differences                    -           -          (6)            -       (6) 
---------------------------------  ----------  ----------  -----------  -----------  -------- 
 
 Total comprehensive 
  loss for the period                       -           -          (6)        3,878     3,872 
 Share based payments                       -           -            -           27        27 
 
 
 At 30 June 2021                          144      24,588           67      (2,059)    22,740 
---------------------------------  ----------  ----------  -----------  -----------  -------- 
 
 Profit for the period                      -           -            -          793       793 
 Other comprehensive 
  income: 
 Foreign currency 
 Translation differences                    -           -          (6)            -       (6) 
---------------------------------  ----------  ----------  -----------  -----------  -------- 
 
 Total comprehensive 
  loss for the period                       -           -          (6)          793       787 
 Share based payments                       -           -            -           22        22 
--------------------------------- 
 
 At 31 December 2021                      144      24,588           61      (1,244)    23,549 
---------------------------------  ----------  ----------  -----------  -----------  -------- 
 
 Loss for the period                        -           -            -        (252)     (252) 
 Other comprehensive 
  income: 
 Foreign currency 
 translation differences                    -           -            9            -         9 
---------------------------------  ----------  ----------  -----------  -----------  -------- 
 
 Total comprehensive 
  income for the period                     -           -            9        (252)       243 
 Share based payments                       -           -            -           71        71 
---------------------------------  ----------  ----------  ----------- 
 
 At 30 June 2022                          144      24,588           70      (1,425)    23,377 
=================================  ==========  ==========  ===========  ===========  ======== 
 

Maintel Holdings Plc

Consolidated statement of cash flows (unaudited)

for the 6 months ended 30 June 2022

 
                                                             6 months      6 months 
                                                           to 30 June    to 30 June 
                                                                 2022          2021 
                                                               GBP000        GBP000 
 Operating activities 
 (Loss)/ profit before taxation                                 (575)         3,817 
 Adjustments for: 
 Net gain on sale of the Managed Print Services 
  business                                                          -       (4,043) 
 Intangibles amortisation                                       2,651         2,718 
 Non-cash items                                                     -         (105) 
 Share based payment charge                                        71            27 
 Depreciation of plant and equipment                              330           321 
 Depreciation of right of use asset                               478           505 
 Interest expense (net)                                           398           557 
 
 Operating cash flows before changes in working 
  capital                                                       3,353         3,797 
 
 (Increase)/ decrease in inventories                            (583)           916 
 Decrease / (increase) in trade and other receivables           1,410       (5,810) 
 (Decrease) / increase in trade and other payables              (226)         2,442 
                                                         ------------  ------------ 
 
 Cash generated from operating activities                       3,954         1,345 
 
 Tax (paid) / received                                          (370)            50 
                                                         ------------  ------------ 
 
 Net cash flows generated from operating activities             3,584         1,395 
                                                         ------------  ------------ 
 
 Investing activities 
 Purchase of plant and equipment                                (667)          (76) 
 Purchase of software                                         (1,420)         (875) 
 Net Proceeds from the sale of the Managed Print 
  Services business                                                 -         4,395 
 Purchase price in respect of prior period business 
  combinations                                                  (311)         (622) 
 
 Net cash flows used in investing activities                  (2,398)         2,822 
                                                         ------------  ------------ 
 

Maintel Holdings Plc

Consolidated statement of cash flows (continued) (unaudited)

for the 6 months ended 30 June 2022

 
                                           6 months     6 months 
                                              to 30        to 30 
                                          June 2022    June 2021 
                                             GBP000       GBP000 
 Financing activities 
 Proceeds from borrowings                    22,500            - 
 Repayment of borrowings                   (15,500)      (3,659) 
 Lease liability repayments                   (517)        (566) 
 Interest paid                                (471)        (446) 
 Issue costs of debt                          (234)         (38) 
 
 Net cash flows generated / (used 
  in) from financing activities               5,778      (4,709) 
                                        -----------  ----------- 
 
 Net increase / (decrease) in cash 
  and cash equivalents                        6,964        (492) 
 
 Cash and cash equivalents at start 
  of period                                 (3,869)      (3,845) 
 Exchange differences                           (5)         (19) 
 
 Cash and cash equivalents at end of 
  period                                      3,090      (4,356) 
                                        ===========  =========== 
 

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 its subsidiaries (the Group). The financial information for the half-years ended 30 June 2022 and 30 June 2021 does not comprise statutory financial information within the meaning of s434 of the Companies Act 2006 and is unaudited. It has been prepared in accordance with the recognition and measurement requirements of UK adopted International Accounting Standards (IAS) but does not include all the disclosures that would be required under IAS. The accounting policies adopted in the interim financial statements are consistent with those adopted in the last annual report for financial year 2021 and those applicable for the year ended 31 December 2022.

During H1 2022, the below item was reviewed by management.

Intangible assets

Software licenses

During the period, a review of the change in the scale of the Group's activities in use of these third-party licences took place. Based on increases observed, it is deemed appropriate to begin to capitalise these items. These purchases were not material in previous reporting periods and material amounts that meet the criteria are being incurred for the first time. The H1 2022 results include capitalisation of subscription licenses of GBP0.6m.

The comparative financial information presented herein for the year ended 31 December 2021 does not constitute full statutory accounts for that period but has been extracted from those accounts. The statutory accounts for the year ended 31 December 2021 were filed with the Registrar of Companies. The audit report on those statutory accounts was not qualified and did not contain a reference to any matters to which the auditor drew attention by way of emphasis without qualifying the report and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

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 2022 (unaudited)

 
                                      Managed 
                                      service      Network 
                               and technology     services     Mobile      Total 
                                       GBP000       GBP000     GBP000     GBP000 
 
 Revenue                               25,009       19,504      2,233     46,746 
                             ================  ===========  =========  ========= 
 
 Gross profit                           6,610        7,918        823     15,351 
                             ----------------  -----------  --------- 
 
 Other operating income                                                      455 
 
 Other administrative 
  expenses                                                              (13,000) 
 
 Share based payments                                                       (71) 
 
 Intangibles amortisation                                                (2,651) 
 
 Exceptional items                                                         (261) 
                                                                       --------- 
 
 Operating (loss)                                                          (177) 
 
 Interest (net)                                                            (398) 
                                                                       --------- 
 
 (Loss) before taxation                                                    (575) 
 
 Income tax credit                                                           323 
 
 (Loss) after taxation                                                     (252) 
                                                                       ========= 
 
 

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                  -           -          -      2,651    2,651 
 Exceptional items                       107           -          -        154      261 
                            ================  ==========  =========  =========  ======= 
 

Six months to 30 June 2021 (unaudited)

 
                                      Managed 
                                      service      Network 
                               and technology     services     Mobile      Total 
                                       GBP000       GBP000     GBP000     GBP000 
 
 Revenue                               32,484       18,590      2,395     53,469 
                             ================  ===========  =========  ========= 
 
 Gross profit                           7,455        6,232      1,154     14,841 
                             ----------------  -----------  --------- 
 
 Other operating income                                                      461 
 
 Other administrative 
  expenses                                                              (11,796) 
 
 Share based payments                                                       (27) 
 
 Intangibles amortisation                                                (2,718) 
 
 Exceptional items                                                         3,613 
                                                                       --------- 
 
 Operating profit                                                          4,374 
 
 Interest (net)                                                            (557) 
                                                                       --------- 
 
 Profit before taxation                                                    3,817 
 
 Income tax credit                                                            61 
 
 Profit after taxation                                                     3,878 
                                                                       ========= 
 
 

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                  -           -          -      2,718     2,718 
 Exceptional items                   (3,613)           -          -          -   (3,613) 
                            ================  ==========  =========  =========  ======== 
 
   3.   Other operating income 
 
                                6 months      6 months 
                              to 30 June    to 30 June 
                                    2022          2021 
                                  GBP000        GBP000 
                             (unaudited)   (unaudited) 
  Other operating income             455           461 
                            ============  ============ 
 

Other operating income of GBP0.5m in the period relates to monies associated with the recovery of research and development expenditure credits (H1 2021: GBP0.5m).

   4.   Earnings per share 

Earnings per share and adjusted earnings per share is calculated by dividing the (loss) / profit after tax for the period by the weighted average number of shares in issue for the period. These figures being prepared as follows:

 
                                                  6 months      6 months 
                                                to 30 June    to 30 June 
                                                      2022          2021 
                                                    GBP000        GBP000 
                                               (unaudited)   (unaudited) 
 Earnings used in basic and diluted EPS, 
  being profit / (loss) after tax                    (252)         3,878 
 
 Adjustments: Amortisation of intangibles 
  on business combinations                           2,099         2,275 
 Exceptional items (note 7)                            261       (3,613) 
 Tax relating to above adjustments                   (607)         (562) 
 Share based payments                                   71            27 
 Interest charge on deferred consideration              18            39 
 
  Adjusted earnings used in adjusted EPS             1,590         2,044 
                                              ============  ============ 
 
 

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

 
                                                     6 months        6 months 
                                                   to 30 June      to 30 June 
                                                         2022            2021 
                                                Number GBP000   Number GBP000 
 
 Weighted average number of ordinary shares 
  of 1p each                                           14,362          14,362 
 Potentially dilutive shares                               19              23 
                                               --------------  -------------- 
 
                                                       14,362          14,385 
                                               ==============  ============== 
 
 
 (Loss) / earnings per share 
 Basic                                        (1.8)p   27.0p 
 Diluted                                      (1.8p)   27.0p 
 Adjusted - basic after the adjustments 
  in the table above                           11.1p   14.2p 
 Adjusted - diluted after the adjustments 
  in the table above                           11.1p   14.2p 
                                             =======  ====== 
 

In calculating adjusted 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.

   5.   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 
                                                2022          2021 
                                              GBP000        GBP000 
                                         (unaudited)   (unaudited) 
  (Loss) / Profit before tax                   (575)         3,817 
 Net interest payable                            398           557 
 Depreciation of property, plant and 
  equipment                                      330           321 
 Depreciation of right of use asset              478           505 
 Amortisation of intangibles                   2,651         2,718 
                                        ------------  ------------ 
 
 EBITDA                                        3,282         7,918 
 Share based payments                             71            27 
 Exceptional items (note 7)                      261       (3,613) 
 
 Adjusted EBITDA                               3,614         4,332 
                                        ============  ============ 
 
   6.   Dividends 

The directors have decided not to declare an interim dividend for 2022 (2021: nil).

   7.   Exceptional items 
 
                                                     6 months      6 months 
                                                   to 30 June    to 30 June 
                                                         2022          2021 
                                                       GBP000        GBP000 
                                                  (unaudited)   (unaudited) 
 
 Fees relating to revised credit facilities 
  agreement                                               154            40 
 Staff restructuring and other employee 
  related costs                                           153           380 
 Gain on disposal of the managed print 
  services business                                      (16)       (4,043) 
 (Income) relating to onerous lease provision            (30)             - 
 Other                                                      -            10 
 
 
                                                          261       (3,613) 
                                                 ============  ============ 
 

Staff restructuring and other employee related costs of GBP153k (H1 2021: GBP380k) includes GBP21k relating to untaken employee annual leave as a result of COVID-19 (H1 2021: GBP158k).

   8.   Borrowings 
 
                                          30 June   31 December 
                                             2022          2021 
                                           GBP000        GBP000 
                                      (unaudited)     (audited) 
 
 Current bank overdraft - secured           2,400         3,869 
 Current bank loan - secured               19,887        15,493 
 
 

On 24 March 2022, the Group signed a new agreement with HSBC Bank plc ("HSBC") to replace the National Westminster Bank Plc (NWB) facility. The new facility with HSBC consists of a revolving credit facility ("RCF") of GBP20m with a GBP6m term loan on a reducing basis. The maturity date of the agreement is 3 years from the signing date. The term loan will be repaid in equal monthly instalments 7 months from signing. Interest on the borrowings is the aggregate of the applicable margin and SONIA for sterling / SOFR for USD / EURIBOR for euros.

Covenants based on Adjusted EBITDA to Net Finance Charges and Total Net Debt to Adjusted EBITDA are tested on a quarterly basis.

The non-current bank loan above is stated net of unamortised issue costs of debt of GBP0.1m (31 December 2020: GBP0.1m).

The facilities are secured by a fixed and floating charge over the assets of the Company and its subsidiaries. Interest is payable on amounts drawn on the revolving credit facility and loan facility at a covenant-depending tiered rate of 2.60 % to 3.25% per annum over SONIA, with a reduced rate payable on undrawn facility.

The Directors consider that there is no material difference between the book value and fair value of the loan.

   9.   Post balance sheet events 

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

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