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REG - Maintel Holdings PLC - Final Results <Origin Href="QuoteRef">MAIH.L</Origin> - Part 3

- Part 3: For the preceding part double click  ID:nRST8724Zb 

               
 Operating profit                                                7     3,027                       4,415                     
                                                                                                                             
 Financial expense (net)                                         8     (920)                       (264)                     
                                                                                                                             
 Profit before taxation                                                2,107                       4,151                     
                                                                                                                             
 Taxation expense                                                9     (13)                        (69)                      
                                                                                                                             
 Profit for the period and attributable to owners of the parent        2,094                       4,082                     
                                                                                                                             
 Other comprehensive (expense)/income for the period                                                                         
                                                                                                                             
 Exchange differences on translation of foreign operations             (40)                        41                        
                                                                                                                             
 Total comprehensive income for the period                             2,054                       4,123                     
                                                                                                                             
                                                                                                                             
 Earnings per share                                                                                                          
 Basic                                                           11    16.0p                       38.0p                     
 Diluted                                                         11    15.8p                       37.5p                     
                                                                                                                             
 
 
Total comprehensive income for the period 
 
2,054 
 
4,123 
 
Earnings per share 
 
Basic 
 
11 
 
16.0p 
 
38.0p 
 
Diluted 
 
11 
 
15.8p 
 
37.5p 
 
The results above for both periods are in respect of continuing operations. 
 
The notes following the consolidated statement of cash flows form part of these consolidated financial statements. 
 
Consolidated statement of financial position 
 
at 31 December 2016 
 
                                      2016    2016       2015    2015    
                                Note  £000    £000       £000    £000    
                                                                         
 Non current assets                                                      
 Intangible assets              14            63,152             18,132  
 Property, plant and equipment  16            3,293              673     
                                                                         
                                              66,445             18,805  
                                                                         
 Current assets                                                          
 Inventories                    17    4,882              1,298           
 Trade and other receivables    18    29,371             11,040          
 Cash and cash equivalents            10,884             2,784           
                                                                         
 Total current assets                         45,137             15,122  
                                                                         
 Total assets                                 111,582            33,927  
                                                                         
                                                                         
 Current liabilities                                                     
 Trade and other payables       19    50,096             20,276          
 Current tax liabilities              527                257             
 Borrowings                     20    -                  2,000           
                                                                         
 Total current liabilities                    50,623             22,533  
                                                                         
 Non-current liabilities                                                 
 Deferred tax liability         21    2,020              834             
 Borrowings                     20    30,688             4,000           
                                                                         
 Total non-current liabilities                32,708             4,834   
                                                                         
 Total liabilities                            83,331             27,367  
                                                                         
 Total net assets                             28,251             6,560   
                                                                         
                                                                         
 Equity                                                                  
 Issued share capital           23            142                108     
 Share premium                  24            24,354             1,169   
 Other reserves                 24            79                 119     
 Retained earnings              24            3,676              5,164   
                                                                         
 Total equity                                 28,251             6,560   
                                                                         
 
 
The consolidated financial statements were approved and authorised for issue by the board on 17 March 2017 and were signed
on its behalf by: 
 
M Townsend 
 
Director 
 
The notes following the consolidated statement of cash flows form part of these consolidated financial statements. 
 
Consolidated statement of changes in equity 
 
for the year ended 31 December 2016 
 
                                                  Share capital  Share premium  Other reserves  Retained earnings  Total    
                                            Note  £000           £000           £000            £000               £000     
                                                                                                                            
 At 1 January 2015                                107            1,116          78              3,703              5,004    
                                                                                                                            
 Profit for the period                            -              -              -               4,082              4,082    
 Other comprehensive income:                                                                                                
 Foreign currency translation differences         -              -              41              -                  41       
 Total comprehensive income for the period        -              -              41              4,082              4,123    
 Dividend                                   10    -              -              -               (2,621)            (2,621)  
 Issue of new ordinary shares                     1              53             -               -                  54       
                                                                                                                            
 At 31 December 2015                              108            1,169          119             5,164              6,560    
                                                                                                                            
 Profit for the period                            -              -              -               2,094              2,094    
 Other comprehensive income:                                                                                                
 Foreign currency translation differences         -              -              (40)            -                  (40)     
 Total comprehensive income for the period        -              -              (40)            2,094              2,054    
 Dividend                                   10    -              -              -               (3,679)            (3,679)  
 Issue of new ordinary shares               23    34             23,966         -               -                  24,000   
 Share issue costs                                -              (781)          -               -                  (781)    
 Grant of share options                           -              -                              97                 97       
                                                                                                                            
 At 31 December 2016                              142            24,354         79              3,676              28,251   
                                                                                                                            
 
 
At 31 December 2016 
 
142 
 
24,354 
 
79 
 
3,676 
 
28,251 
 
The notes following the consolidated statement of cash flows form part of these consolidated financial statements. 
 
Consolidated statement of cash flows 
 
for the year ended 31 December 2016 
 
                                                                                              Year to 31 December 2016    Year to 31 December 2015  
                                                                                              £000                        £000                      
                                                                                                                                                    
 Operating activities                                                                                                                               
 Profit before taxation                                                                       2,107                       4,151                     
 Adjustments for:                                                                                                                                   
 Intangibles amortisation                                                                     4,733                       2,235                     
 Share based payment charge                                                                   97                          -                         
 Profit on sale of fixed asset                                                                -                           4                         
 Depreciation charge                                                                          598                         191                       
 Interest received                                                                            (3)                         (1)                       
 Interest payable                                                                             923                         265                       
                                                                                                                                                    
 Operating cash flows before changes in working capital                                       8,455                       6,845                     
                                                                                                                                                    
 (Increase)/decrease in inventories                                                           (949)                       138                       
 Decrease in trade and other receivables                                                      990                         1,379                     
 Increase/(decrease) in trade and other payables                                              2,328                       (533)                     
                                                                                                                                                    
 Cash generated from operating activities (see sub analysis below)                            10,824                      7,829                     
                                                                                                                                                    
 Cash generated from operating activities excluding exceptional costs                         15,064                      8,713                     
 Exceptional cost - excluding acquisition legal and professional costs below (note 12)        (1,725)                     (884)                     
 Cash generated from operating activities excluding acquisition legal and professional costs  13,339                      7,829                     
 Exceptional cost - acquisition legal and professional costs                                  (2,515)                     -                         
 Cash generated from operating activities                                                     10,824                      7,829                     
                                                                                                                                                    
 Tax paid                                                                                     (236)                       (1,048)                   
                                                                                                                                                    
 Net cash flows from operating activities                                                     10,588                      6,781                     
                                                                                                                                                    
 Investing activities                                                                                                                               
 Purchase of plant and equipment                                                              (438)                       (554)                     
 Purchase of software                                                                         (132)                       -                         
 Purchase price in respect of business combination                                            (47,028)                    -                         
 Net cash acquired with subsidiary undertaking                                                1,595                       -                         
                                                                                              (45,433)                    -                         
 Interest received                                                                            3                           1                         
                                                                                                                                                    
 Net cash flows from investing activities                                                     (46,000)                    (553)                     
                                                                                                                                                    
 Financing activities                                                                                                                               
 Proceeds from borrowings                                                                     31,000                      -                         
 Repayment of borrowings                                                                      (6,000)                     (4,000)                   
 Interest paid                                                                                (628)                       (265)                     
 Issue of new ordinary shares                                                                 24,000                      54                        
 Share issue costs                                                                            (781)                       -                         
 Issue costs of debt                                                                          (360)                       -                         
 Equity dividends paid                                                                        (3,679)                     (2,621)                   
                                                                                                                                                    
 Net cash flows from financing activities                                                     43,552                      (6,832)                   
                                                                                                                                                    
 Net increase/(decrease) in cash and cash equivalents                                         8,140                       (604)                     
                                                                                                                                                    
 Cash and cash equivalents at start of period                                                 2,784                       3,347                     
 Exchange differences                                                                         (40)                        41                        
                                                                                                                                                    
 Cash and cash equivalents at end of period                                                   10,884                      2,784                     
 
 
Cash and cash equivalents at end of period 
 
10,884 
 
2,784 
 
The notes following the consolidated statement of cash flows form part of these consolidated financial statements. 
 
Notes forming part of the consolidated financial statements 
 
for the year ended 31 December 2016 
 
 1  General information  
 
 
Maintel Holdings Plc is a public limited company incorporated and domiciled in the UK, whose shares are publicly traded on
the Alternative Investment Market (AIM). Its registered office and principal place of business is 160 Blackfriars Road,
London SE1 8EZ. 
 
 2  Accounting policies  
 
 
The principal policies adopted in the preparation of the consolidated financial statements are as follows: 
 
(a) Basis of preparation 
 
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards,
International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards
Board (IASB) as adopted by the European Union ("adopted IFRSs"), IFRIC interpretations and with those parts of the
Companies Act 2006 applicable to companies preparing their accounts in accordance with adopted IFRSs. 
 
From 1 January 2016, the Group has reviewed its mobile revenue recognition policy, and concluded to change its policy
relating to the recognition of advance commissions received from network operators. There is no material difference in the
financial statements as a result of adopting the new revenue recognition policy. 
 
(b) Basis of consolidation 
 
The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they
formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. 
 
Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all
three of the following elements are present: power over the investee, exposure to variable returns from the investee, and
the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control. 
 
The consolidated financial statements incorporate the results of business combinations using the acquisition method. In the
consolidated statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities
are initially recognised at their fair values at the acquisition date. The acquisition related costs are included in the
consolidated statement of comprehensive income on an accrual basis. The results of acquired operations are included in the
consolidated statement of comprehensive income from the date on which control is obtained until the date on which control
ceases. 
 
(c) Revenue 
 
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and can be
reliably measured. 
 
Revenue represents sales to customers at invoiced amounts and commissions receivable from suppliers, less value added tax. 
 
Managed services and technology 
 
Amounts invoiced in advance in respect of managed service contracts are deferred and released to the consolidated statement
of comprehensive income on a straight line basis over the period covered by the invoice. 
 
Technology revenues from the supply of hardware and software are recognised at the time the risks and rewards of ownership
pass to the customer. Professional services revenues are recognised based on an estimate of stage of completion for each
project at the reporting date. The estimate is derived by the application of judgement and tracked progress of work
performed on each project at the reporting date relative to the total value of each project. 
 
Network services 
 
Revenues for network services are comprised of call traffic, line rentals and data services, which are recognised on an
accruals basis, for services provided up to the reporting date. Amounts invoiced in advance relating to periods after the
reporting date are deferred and recognised as deferred income. 
 
Mobile 
 
Connection commission received from the mobile network operators on the fixed line revenues are spread over the course of
the customer contract term which has changed from the previous policy whereby revenue was recognised on an advance basis. 
 
The customer overspend and bonus payments are recognised monthly, which are also payable by the network operators on a
monthly basis. 
 
(d) Operating leases 
 
Where substantially all of the risks and rewards incidental to ownership are not transferred to the Group (an "operating
lease"), the total rentals payable under the lease are charged to the consolidated statement of comprehensive income on a
straight-line basis over the lease term. The aggregate benefit of lease incentives is recognised as a reduction of the
rental expense over the lease term on a straight-line basis. 
 
Rentals receivable under operating leases are credited to the consolidated statement of comprehensive income on a
straight-line basis over the term of the lease. The aggregate cost of lease incentives offered is recognised as a reduction
of the rental income over the lease term on a straight-line basis. 
 
(e) Employee benefits 
 
The Group contributes to a number of defined contribution pension schemes in respect of certain of its employees, including
those established under auto-enrolment legislation. The amount charged in the consolidated statement of comprehensive
income represents the employer contributions payable to the schemes in respect of the financial period. The assets of the
schemes are held separately from those of the Group in independently administered funds. 
 
The cost of all short term employee benefits is recognised during the period the employee service is rendered. 
 
Holiday pay is expensed in the period in which it accrues. 
 
(f) Redundancy costs 
 
Redundancy costs are those costs incurred from the date of communication of the restructuring decision and plan has been
started with the relevant employee or group of employees affected. 
 
(g) Interest 
 
Interest income and expense is recognised on an accruals basis. 
 
(h) Taxation 
 
Current tax is the expected tax payable on the taxable income for the year, together with any adjustments to tax payable in
respect of previous years. 
 
Deferred tax is provided using the liability method, providing for temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for taxation purposes, except for differences
arising on: 
 
·       the initial recognition of goodwill; 
 
·       the initial recognition of an asset or liability in a transaction which is not a business combination and at the
time of the transaction affects neither accounting nor taxable profit; and 
 
·       investments in subsidiaries where the Group is able to control the timing of the reversal of the difference and it
is probable that the difference will not reverse in the foreseeable future. 
 
A deferred tax asset is recognised only to the extent that it is more probable than not that future taxable profits and
capital allowances will be available against which the asset can be utilised. 
 
Management judgement is used in determining the amount of deferred tax asset that can be recognised, based upon the likely
timing and level of future taxable profits together with future tax planning strategies. 
 
The amount of the deferred tax asset or liability is measured on an undiscounted basis and is determined using tax rates
that have been enacted or substantively enacted by the date of the consolidated statement of financial position and are
expected to apply when the deferred tax assets/liabilities are recovered/settled. 
 
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets
and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either: 
 
·       the same taxable Group company; or 
 
·       different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to
realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of
deferred tax assets or liabilities are expected to be settled or recovered. 
 
(i) Dividends 
 
Dividends unpaid at the reporting date are only recognised as a liability at that date to the extent that they are
appropriately authorised and are no longer at the discretion of the Company. Proposed but unpaid dividends that do not meet
these criteria are disclosed in the notes to the consolidated financial statements. 
 
(j) Intangible assets 
 
Goodwill 
 
Goodwill represents the excess of the fair value of the consideration of a business combination over the acquisition date
fair value of the identifiable assets, liabilities and contingent liabilities acquired; the fair value of the consideration
comprises the fair value of assets given. Direct costs of acquisition are recognised immediately as an expense. 
 
Goodwill is capitalised as an intangible asset and carried at cost with any impairment in carrying value being charged to
the consolidated statement of comprehensive income. 
 
Customer relationships 
 
Customer relationships are stated at cost, or fair value where acquired through a business combination, less accumulated
amortisation. Where these assets have been acquired through a business combination, the cost 
 
is the fair value allocated in the acquisition accounting. 
 
Customer relationships are amortised over their estimated useful lives of (i) six years or seven years in respect of
managed service contracts, (ii) seven years or eight years in respect of network services and mobile contracts. 
 
Product platform 
 
The product platform is stated at fair value as it is acquired through a business combination, less accumulated
amortisation. As these assets have been acquired through a business combination, the cost is the fair value allocated in
the acquisition accounting. 
 
The product platform is amortised over its estimated useful life of eight years. 
 
Brand 
 
Brands are stated at fair value as they have been acquired through a business combination, less accumulated amortisation.
As these assets have been acquired through a business combination, the cost is the fair value allocated in the acquisition
accounting. 
 
Brands are amortised over their estimated useful lives of (i) one year in respect of the Azzurri brand, (ii) eight years in
respect of the ICON brand. 
 
Software (Microsoft Licences and Callmedia) 
 
Software is stated at fair value as it has been acquired through a business combination, less accumulated amortisation. As
these assets have been acquired through a business combination, the cost is the fair value allocated in the acquisition
accounting. 
 
Software is amortised over its estimated useful life of (i) three years in respect of the Microsoft licences, (ii) five
years in respect of the Callmedia software. 
 
(k) Impairment of non-current assets 
 
Impairment tests on goodwill are undertaken annually on 31 December. Customer relationships and other assets are subject to
impairment tests whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Where the
carrying value of an asset exceeds its recoverable amount (being the higher of value in use and fair value less costs to
sell), the asset is written down accordingly in the administrative expenses line item in the consolidated statement of
comprehensive income and, in respect of goodwill impairments, the impairment is never reversed. 
 
Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on
the asset's cash-generating unit (being the lowest group of assets in which the asset belongs for which there are
separately identifiable cash flows). Goodwill is allocated on initial recognition to each of the Group's cash-generating
units that are expected to benefit from the synergies of the combination giving rise to goodwill. 
 
(l) Property, plant and equipment 
 
Property, plant and equipment is stated at cost, less accumulated depreciation and any impairment in value.  Depreciation
is provided to write off the cost, less estimated residual values, of all tangible fixed assets, other than freehold land,
over their expected useful lives, at the following rates: 
 
   Office and computer equipment  -  25% straight line                       
   Motor vehicles                 -  25% straight line                       
   Leasehold improvements         -  over the remaining period of the lease  
   Freehold building              -  2.5% straight line                      
 
 
Property, plant and equipment acquired in a business combination is initially recognised at its fair value. 
 
(m) Inventories 
 
Inventories comprise (i) maintenance stock, being replacement parts held to service customers' telecommunications systems,
and (ii) stock held for resale, being stock purchased for customer orders which has not been installed at the end of the
financial period. Inventories are valued at the lower of cost and net realisable value. 
 
(n) Cash and cash equivalents 
 
Cash and cash equivalents comprise cash balances and short term deposits with an original maturity of three months or less,
held for meeting short term commitments. 
 
(o) Financial assets and liabilities 
 
The Group's financial assets and liabilities mainly comprise cash, borrowings, trade and other receivables and trade and
other payables. 
 
Trade and other receivables are not interest bearing and are stated at their amortised cost as reduced by appropriate
allowances for irrecoverable amounts or additional costs required to effect recovery. 
 
Trade and other payables are not interest bearing and are stated at their amortised cost. 
 
(p) Borrowings 
 
Interest bearing bank loans and overdrafts are initially recorded at the value of the amount received, net of attributable
transaction costs. Interest bearing borrowings are subsequently stated at amortised cost with any difference between cost
and redemption value being recognised in the consolidated statement of comprehensive income over the period of the
borrowing using the effective interest method. 
 
(q) Foreign currency 
 
The presentation currency of the Group is sterling. All Group companies have a functional currency of sterling (other than
Maintel International Limited ("MIL") which has a functional currency of the euro) consistent with the presentation
currency of the Group's consolidated financial statements. Transactions in currencies other than sterling are recorded at
the rates of exchange prevailing on the dates of the transactions. 
 
On consolidation, the results of MIL are translated into sterling at rates approximating those ruling when the transactions
took place. All assets and liabilities of MIL, including goodwill arising on its acquisition, are translated at the rate
ruling at the reporting date. 
 
(r) Accounting standards issued 
 
There are no IFRSs that are effective for the first time during the financial year that have a material effect on the
consolidated financial statements, nor are there any impending IFRSs that are expected to have a material effect on the
Group's consolidated financial statements. 
 
The Group notes IFRS15 Revenue from Contracts with Customers which is to be adopted for all accounting periods beginning on
or after 1 January 2018. At this time, it is not practical to provide a reasonable estimate in relation to the effect of
IFRS15 until a detailed review has been completed. 
 
In assessing any impact during the detailed review the Group will consider the revenue streams and current recognition
policies, as disclosed in (c) above, in relation to the move from the recognition of revenue on the transfer of risks and
rewards to the transfer of control. 
 
The Group also notes IFRS16 Leases which takes effect and will be adopted in 2019. This IFRS will require the Group to
recognise the lease on its premises as both an asset and a rental commitment in its consolidated statement of financial
position, but is not expected to have material effect on the Group's profitability. 
 
 3  Accounting estimates and judgements  
 
 
In the process of applying the Group's accounting policies, management has made various estimates, assumptions and
judgements, with those likely to contain the greatest degree of uncertainty being summarised below. 
 
Deferred tax asset relating to brought forward losses 
 
At 31 December 2016 the directors have had to assess the validity of the carrying value of tax losses attributable to the
Datapoint UK companies that might be used against future profits, shown in note 21, which involves estimating the
companies' profitability. 
 
Deferred tax asset relating to capital allowances 
 
At 31 December 2016 the directors have had to assess the validity of the carrying value of capital allowances attributable
to the acquired Azzurri companies that might be used against future profits, shown in note 21, which involves estimating
the companies' profitability. 
 
 4  Segment information  
 
 
Segment information 
 
Year ended 31 December 2016 
 
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 strategic report. 
 
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. 
 
                                  Managed service and technology  Network services  Mobile  Central/inter-company  Total     
                                  £000                            £000              £000    £000                   £000      
                                                                                                                             
   Revenue                        64,109                          37,395            6,947   (155)                  108,296   
                                                                                                                             
   Gross profit                   21,408                          10,257            3,385   (137)                  34,913    
                                                                                                                             
   Other operating income                                                                                          151       
                                                                                                                             
   Total administrative expenses                                                                                   (23,064)  
                                                                                                                             
   Intangibles amortisation                                                                                        (4,733)   
                                                                                                                             
   Exceptional costs                                                                                               (4,240)   
                                                                                                                             
   Operating profit                                                                                                3,027     
                                                                                                                             
   Interest (net)                                                                                                  (920)     
                                                                                                                             
   Profit before taxation                                                                                          2,107     
                                                                                                                             
   Taxation expense                                                                                                (13)      
                                                                                                                             
   Profit after taxation                                                                                           2,094     
                                                                                                                             
 
 
Revenue is wholly attributable to the principal activities of the Group and other than sales of £8.8m to EU countries and
£1.0m to the rest of the world (2015: £4.3m to EU countries, and £1.0m to the rest of the world), arises within the United
Kingdom. 
 
Intercompany trading consists of telecommunications services, and recharges of sales, engineering and rent costs, £0.1m
(2015: £0.1m) attributable to the managed services and technology segment, £0.1m (2015: £0.1m) to the network services
segment and immaterial amounts to the mobile segment in each year. 
 
In 2016 the Group had no customer (2015: one) which accounted for more than 10% of its revenue (amount in 2015: £5.4m). 
 
The board does not regularly review the aggregate assets and liabilities of its segments and accordingly an analysis of
these is not provided. 
 
                             Managed service and technology  Network services  Mobile  Central/inter-company  Total  
                             £000                            £000              £000    £000                   £000   
   Other                                                                                                             
   Intangibles amortisation  191                             -                 -       4,542                  4,733  
   Exceptional costs         2,305                           -                 76      1,859                  4,240  
 
 
Year ended 31 December 2015 
 
                                  Managed service and technology  Network services  Mobile  Central/inter-company  Total     
                                  £000                            £000              £000    £000                   £000      
                                                                                                                             
   Revenue                        39,614                          8,383             2,815   (189)                  50,623    
                                                                                                                             
   Gross profit                   15,749                          2,284             1,196   (177)                  19,052    
                                                                                                                             
   Other operating income                                                                                          12        
                                                                                                                             
   Total administrative expenses                                                                                   (11,530)  
                                                                                                                             
   Intangibles amortisation                                                                                        (2,235)   
                                                                                                                             
   Exceptional costs                                                                                               (884)     
                                                                                                                             
   Operating profit                                                                                                4,415     
                                                                                                                             
   Interest (net)                                                                                                  (264)     
                                                                                                                             
   Profit before taxation                                                                                          4,151     
                                                                                                                             
   Taxation                                                                                                        (69)      
                                                                                                                             
   Profit after taxation                                                                                           4,082     
                                                                                                                             
 
 
                             Managed service and technology  Network services  Mobile  Central/inter-company  Total  
                             £000                            £000              £000    £000                   £000   
   Other                                                                                                             
   Intangibles amortisation  251                             -                 -       1,984                  2,235  
   Exceptional costs         884                             -                 -       -                      884    
 
 
 5  Employees  
 
 
                                                                               2016      2015      
                                                                               Number    Number    
                                                                                                   
   The average number of employees, including directors, during the year was:                      
                                                                                                   
   Corporate and administration                                                100       40        
   Sales and customer service                                                  199       99        
   Technical and engineering                                                   249       138       
                                                                               ________  ________  
                                                                                                   
                                                                               548       277       
                                                                               ________  ________  
                                                                                                   
   Staff costs, including directors, consist of:                               £000      £000      
                                                                                                   
   Wages and salaries                                                          28,565    15,323    
   Social security costs                                                       3,252     1,816     
   Pension costs                                                               600       285       
                                                                               ________  ________  
                                                                                                   
                                                                               32,417    17,424    
                                                                               ________  ________  
 
 
________ 
 
The Group makes contributions to defined contribution personal pension schemes for employees and directors. The assets of
the schemes are separate from those of the Group. Pension contributions totalling £143,000 (2015: £62,000) were payable to
the schemes at the year-end and are included in other payables. 
 
 6  Directors' remuneration  
 
 
The remuneration of the Company directors was as follows: 
 
                          2016      2015      
                          £000      £000      
                                              
   Directors' emoluments  1,181     826       
   Pension contributions  27        20        
                          ________  ________  
                                              
                          1,208     846       
                          ________  ________  
 
 
Included in the above is the remuneration of the highest paid director as follows: 
 
                          2016      2015      
                          £000      £000      
                                              
   Directors' emoluments  266       207       
   Pension contributions  6         6         
                          ________  ________  
                                              
                          272       213       
                          ________  ________  
 
 
The Group paid contributions into defined contribution personal pension schemes in respect of 8 directors during the year,
2 of whom were auto-enrolled at minimal contribution levels, and 1 was on both (2015: 7, 3 auto-enrolled). 
 
In 2015, the aggregate amount of gains made by directors on the exercise of share options in the year was £291,000, all of
which related to the highest paid director (2016: £Nil). The above table excludes these amounts. 
 
Further details of director remuneration are shown in the remuneration committee report above. 
 
 7  Operating profit  
 
 
                                                                                         2016      2015      
                                                                                         £000      £000      
   This has been arrived at after charging/(crediting):                                                      
                                                                                                             
   Depreciation of property, plant and equipment                                         598       191       
   Amortisation of intangible fixed assets                                               4,733     2,235     
   Operating lease rentals payable:                                                                          
   - property                                                                            982       885       
   - plant and machinery                                                                 377       78        
   Operating lease rentals receivable - property                                         (151)     (12)      
   Fees payable to the Company's auditor for the audit of the Company's annual accounts  16        9         
   Fees payable to the Company's auditor for other services:                                                 
   - due diligence and other acquisition costs                                           434       -         
   - audit of the Company's subsidiaries pursuant to legislation                         229       114       
   - audit-related assurance services                                                    58        25        
   - tax compliance services                                                             44        22        
   Foreign exchange movement                                                             (33)      44        
                                                                                         ________  ________  
 
 
 8  Financial income and expense  
 
 
                                         2016      2015      
                                         £000      £000      
                                                             
   Interest receivable on bank deposits  3         1         
                                         ________  ________  
                                                             
   Interest payable on bank loans        923       265       
                                         ________  ________  
 
 
 9  Taxation  
 
 
                                              2016      2015      
                                              £000      £000      
   UK corporation tax                                             
   Corporation tax on profits of the period   512       610       
   Prior year adjustment                      (5)       (133)     
                                              ________  ________  
                                                                  
                                              507       477       
                                                                  
   Deferred tax (note 21)                     (494)     (408)     
                                              ________  ________  
                                                                  
   Taxation on profit on ordinary activities  13        69        
                                              ________  ________  
 
 
The standard rate of corporation tax in the UK for the period was 20%, and therefore the Group's UK subsidiaries are taxed
at that rate. Reductions in rate to 19% with effect from 1 April 2017 and 17% from 1 April 2020 were substantively enacted
on 15 September 2016 and the projected effect of these reductions on the unwinding of deferred tax liabilities has been
credited to the income statement at £275,000 (2015: £Nil). The differences between the total tax shown above and the amount
calculated by applying the standard rate of UK corporation tax to the profit before tax are as follows: 
 
                                                                                   2016      2015      
                                                                                   £000      £000      
                                                                                                       
   Profit before tax                                                               2,107     4,151     
                                                                                   ________  ________  
                                                                                                       
   Profit at the standard rate of corporation tax in the UK of 20% (2015: 20.25%)  421       841       
                                                                                                       
   Effect of:                                                                                          
   Expenses not deductible for tax purposes, net of reversals                      510       15        
   Capital allowances in excess of depreciation                                    (26)      (26)      
   Effects of change in tax rates                                                  (120)     (36)      
   Effects of overseas tax rates                                                   (2)       (32)      
   Relief on option exercise                                                       -         (62)      
   Prior year adjustment                                                           5         (133)     
   Increase in deferred tax asset relating to Datapoint tax losses (note 21)       (500)     (500)     
   Decrease in deferred tax liability relating to intangible assets (note 21)      (275)     -         
   Other timing differences                                                        -         2         
                                                                                   ________  ________  
                                                                                                       
                                                                                   13        69        
                                                                                   ________  ________  
 
 
 10  Dividends paid on ordinary shares  
 
 
                                                             2016      2015      
                                                             £000      £000      
                                                                                 
   Final 2014, paid 1 May 2016 - 11.6p per share             -         1,243     
   Interim 2015, paid 7 October 2015 - 12.8p per share       -         1,378     
   Second interim 2015, paid 5 April 2016 - 16.5p per share  1,777     -         
   Interim 2016, paid 12 October 2016 - 13.4p per share      1,902     -         
                                                             ________  ________  
                                                                                 
                                                             3,679     2,621     
                                                             ________  ________  
 
 
The directors propose the payment of a final dividend for 2016 of 17.4p (2015: second interim 16.5p) per ordinary share,
payable on 18 May 2017 to shareholders on the register at 31 March 2017. The cost of the proposed dividend, based on the
number of shares in issue as at 17 March 2017, is £2,470,000 (2015 second interim: £1,777,000). 
 
 11  Earnings per share  
 
 
Earnings per share 
 
Earnings per share is calculated by dividing the profit after tax for the period by the weighted average number of shares
in issue for the period, these figures being as follows: 
 
                                                                      2016      2015      
                                                                      £000      £000      
                                                                                          
   Earnings used in basic and diluted EPS, being profit after tax     2,094     4,082     
                                                                                          
   Adjustments:                                                                           
   Intangibles amortisation (note 14)                                 4,733     2,235     
   Exceptional costs (note 12)                                        4,240     884       
   Tax relating to above adjustments                                  (1,333)   (666)     
   Deferred tax charge on utilisation of Datapoint tax losses         504       451       
   Increase in deferred tax asset in respect to Datapoint tax losses  (500)     (500)     
   Deferred tax charge on utilisation of Azzurri tax losses           642       -         
   Deferred tax charge on Azzurri profits                             100       -         
   Decrease in deferred tax liability of intangible assets            (275)     -         
                                                                      ________  ________  
                                                                                          
   Adjusted earnings used in adjusted EPS                             10,205    6,486     
                                                                      ________  ________  
 
 
________ 
 
Datapoint has brought forward tax losses, so that it will pay no tax in respect of this year's profits. On acquisition,
however, a deferred tax asset was recognised in respect of a proportion of its tax losses, and a deferred tax charge of
£378,000 has been recognised in the income statement in respect of the nine month period to 30 September profits. On 1
October 2016, the net assets of Datapoint UK entities were hived up into Maintel Europe Limited. Therefore, a further
£126,000 deferred tax charge was calculated on a streamed basis and was recognised in the income statement for the three
month period to 31 December 2016. As this does not reflect the reality and 

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