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REG - Maintel Holdings PLC - Interim results

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RNS Number : 8342M  Maintel Holdings PLC  19 September 2023

 

Maintel Holdings Plc

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

 

 

Interim results for the six months to 30 June 2023

 

 

Project delivery delays unwind in the first half of 2023, business
transformation accelerates.

 

 

Maintel Holdings Plc, a leading provider of cloud and managed communication
services, is pleased to announce its unaudited  interim results for the six
months to 30 June 2023.

 

 

Key Financial Information

 Unaudited results for 6 months ended 30 June:    2023     2022    Increase/ (decrease)

 Group revenue (£'m)                            47.5     46.7     1.7%
 Gross profit (£'m)                             16.0     15.3     4.6%
 Adjusted EBITDA                                3.7      3.6      2.8%
 (Loss)before tax (£'m)                         (2.9)    (0.5)    480.0%
 Adjusted profit before tax ( 4 ) (£'m)         2.0      2.4      (20.8)

 Basic (loss)/ earnings per share (p)           (19.1)   (1.8)    (961.1)%
 Adjusted earnings per share ( 2 ) (p)          2.6      11.1     (76.6)%

 Net cash debt( 3 ) (£'m)                       21.4     19.4     10.3%
 Contracted cloud seats                         181,000  160,000  13.1%

 

 

 

Highlights

 

·      Group revenue was £47.5m, up 1.7% (2022: £46.7m) with recurring
revenue representing 75.1% of total revenue (2022: 73.7%).

·      Revenue has increased year-on-year following the easing of supply
chain shortages and the continued successful unwinding of our contracted order
book built up during 2022.

·      Significant progress in implementing the first phase of the
business's turnaround plan and moving to a more efficient operating model. The
Company continues to focus on shifting from generalist to specialist
communications solution designer and provider, allowing us to add more value
to our customers through identifying joint value creation.

·      In turn  recurring revenue grew by 3.3% compared to the same
period in 2022, faster than project revenue (-4.0%), increasing from 73.7% to
75.1%. We continue  to  grow secured, contracted and regular revenues
through our cloud communications, network and security managed service
products which have performed well through the pandemic and still have good
prospects for future growth.

·      Revenues from Cloud and software customers increased as a
proportion of total Group revenue to 48.8% (H1 2022: 42.4%) which is important
to the business's market position as a digital communications specialist.

·      Gross profit increased to £16.0m (2022: £15.3m) with gross
margin increasing to 33.6% (H1 2022: 32.8%). This increase flows from improved
commercial relationships with our vendors and focus and in turn being more
successful in securing higher value contracts within our customer base.

·      Adjusted EBITDA has increased by 2.8%to £3.7m (H1 2022: £3.6m).

·      Basic loss per share at 19.1p (H1 2022: loss per share at 1.8p),
flows from one-off restructuring costs (£1.9m) which pay back within one
year, plus  increased interest charges (FY23: £1.0m, FY22: £0.4m) arising
from rising SONIA  interest rates.

·      The business's net debt( 3 ) increased to £21.4m, (2022:
£19.4m) owing almost exclusively to restructuring exceptional costs and
 increased debt servicing charges. The benefits of restructuring will be
realised quickly and permanently.

 

Operational highlights

 

·      H1 has been a period of  focus on the turnaround plan and
implementation of new ways of working which will have sustainable and
progressive benefits.

·      The product and sales teams are now fully aligned on the design
and provision of specialist digital communications, a strategic pivot from our
historic focus on being  a generalist telecoms provider. Our sales force has
been realigned to support and deliver this strategic pivot.

·      New working practices have been established which are already
yielding results, such as the acceleration of project implementation due to
closer engagement with our customer base, shortening the timescale from win to
bill, which will improve free cash generation in H2 2023.

·      We are actively revisiting and exiting loss-making contracts and
have  won a number of new high value contracts such as  Kingfisher Group,
Harrods, Vanquis Banking Group, Angus Council, Northampton General Hospital
NHS Trust and The Leeds Teaching Hospital. Major new and existing customer
contract awards exceed £25m total contract value (TCV), of which over £17m
will be recurring revenue.

·      Continued progress in cloud and managed services has delivered a
13.1% increase in contracted cloud seats to 181,000 at the half year-end (H1
2022: 160,000).

·      Our sales order pipeline amounts to £32.0m. Following the 2022
delay in  project roll-out, we have been able to accelerate service to our
customers in H1 2023, shortening the time from project to recurring revenue
into H2 2023 and 2024.

·    The sales team has delivered above target results despite all the
changes in H1 and made  significant progress signing deals in the private
sector.

·    However, the implementation of new procurement framework change with
a 3 to 5 year cycle has led to a slow-down  in public sector tenders.

·      Having secured our place on the new framework agreement, activity
is now returning to normal levels.

·      The Company expects to release annualised P&L improvements of
c.£11.0m (combining both revenue benefits and cost savings, as an exit run
rate from the end of December 2023), of which £3.0m fall into H1. Part of the
benefits will be re-invested in future growth, such as R&D, to generate
operational scalability.

 

The Company announces that its nominated adviser and broker finnCap Ltd, has
changed its name to Cavendish Capital Markets Limited, following a merger.

 

Commenting on the Group's results, Carol Thompson, Executive Chairman/Chief
Executive Officer said:

 

"2023 is proving a stimulating and positive year for the business. The outcome
of the first half giving greater clarity on where Maintel sits in its market
and future strategic imperatives. From that perspective the team feels strong
and well equipped to move forward at pace, delivering consistently high levels
of service to clients and doubling down in high growth areas where we have
historically seen success.

 

Remote and hybrid working have meant that technology providers have had to
evolve faster than any time in the last 10 years and Maintel  is well placed
to support the new hybrid working and cloud centric environment within which
our products sit perfectly. In order to help our customers support this new
way of working and ensure collaboration, cooperation and productivity are not
lost, Maintel assumes the hybrid working environment as a medium-term feature
and are working hard on our new product innovations to service customers who
find themselves trying to find ways of making the "new normal" work for them.

The business made a strategic move into unified communications, secure
connectivity and customer experience solutions prior to the pandemic but due
to supply chain issues and slowdown in procurement cycles, the business's
success was constrained. These issues are resolved and we are now capitalising
on our early adoption and working with our vendors on developing next
generation efficiency and effectiveness models for our customers. Known for
being design experts and vendor agnostic, we are able to create the optimal
environment for our clients, safe in the knowledge we are highly regarded by
global providers such as  Avaya, Cisco, Genesys, Mitel, RingCentral and
Unify. We aim to add new vendors to that list where the technology gives our
customers the edge both in terms of productivity and cost.

 

We are clear on our strategy, product, IP investment and customer engagement
model. The remainder of the financial year and beyond is about executing on
that strategy, building on the positive trading momentum continuing  into H2
2023 from H1. Adjusted EBITDA is tracking ahead of management's expectation
and Maintel's strong order book and focused sales strategy underpins
 management's confidence in the remainder of the year and now  anticipates
achieving adjusted EBITDA for the financial year ahead of initial management
expectations, whilst total net debt is forecasted slightly higher to support
further investment in restructuring and the normalisation of the working
capital.

 

The search for a new permanent CEO continues, along with a new senior
independent non-executive director.

 

Whilst the dual role is in place, I continue to be supported by John Booth as
Deputy Chairman. During H1 we welcomed Clare Bates to the board as Chair of
the Remuneration Committee and she brings significant expertise, experience
and balance to the board. We are delighted to have her as part of the team.

 

 

 

Notes

 1  Adjusted EBITDA is EBITDA of £1.6m (H1 2022: £3.2m), adjusted for
exceptional items (including one-off restructuring costs) and share based
payments (note 5).

 2  Adjusted earnings per share is basic (loss) per share of (19.1)p (H1 2022:
loss per share of (1.8)p), adjusted for intangibles amortisation, exceptional
items and share based payments (note 4). The weighted average number of shares
in the period was 14.4m (H1 2022: 14.4m).

 3  Interest bearing debt (excluding issue costs of debt and IFRS 16 debt)
minus cash.

 4  Adjusted (loss) before tax of £1.9m (H1 2022: 2.4m) is basic (loss)
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

 

 

C Thompson

Executive Chairman

 

 

 19 September 2023

 

 

 

For further information please contact:

 Carol Thompson, Executive Chair                         0344 871 1122

 Gab Pirona, Chief Financial Officer

 Dan Davies, Chief Technology Officer

 Cavendish Capital Markets, (Nomad and Broker)
 Jonny Franklin-Adams / Emily Watts (Corporate Finance)  020 7220 0500

Sunila de Silva (Corporate Broking)

 

 

 

 

Business review

 

 
Results for the six month period to 30 June 2023
 

Group revenue increased by 1.7% to £47.5m (H1 2022: £46.7m).

 

Recurring revenue grew by 3.3% compared to the same period in 2022, faster
than project revenue (-4.0%), increasing from 73.7% to 75.1%, as a percentage
of total revenue.

 

Our managed services and technology division declined marginally in revenue by
2.1% to £24.5m

(2022: £25.0m), with the managed service support base stable year on year at
£25.6m (annualised base figure), predominantly due to contract losses and
erosion stabilising, following price increases on renewals, and on-premise
customers transitioning to managed cloud services.  Technology division
revenues decreased by 3.9% to £11.8m, in comparison to a particularly strong
equivalent period in 2022 (2022: £12.3m) aided by the project delivery of
orders closed in FY22, as well as licences associated with new SD-WAN sales,
hardware for cloud deployments and licences for existing system expansions.
The £11.8m revenue delivered in the first half of the current financial year
represents strong progress compared to £8.6m generated in the second half of
2022.

 

The number of contracted seats on our ICON and public cloud platforms
increased by 13.1% to 181,000 with revenue from cloud and software customers
now totalling £23.1m, 48.80% of Group revenue. The Group's cloud portfolio
continues to be enhanced by both public and private cloud solutions, and
revenue from cloud subscriptions and associated managed services grew 19.8% to
£7.0m. The continued revenue benefit from the additional contracted seats
will be realised in 2023 and beyond as these projects continue to be
delivered.

 

With regard to cost management, to date the business has delivered annualised
exit run-rate P&L improvements totalling £11.0m, of which £3.0m impacted
the period reported.

 

The cash conversion of the business was impacted in the period by the
exceptional costs associated with the cost restructure of the business, the
increased debt servicing charge and to a lesser extent the normalisation of
working capital. These exceptional cash flows pay back within one year and are
complete as at the end of H1.

 

Adjusted EBITDA( 1 ) increased by 2.8% mainly reflecting the revenue dynamic
in the first half of the year as well as the impact of the restructuring
programme.

The Group incurred a loss before tax of £2.9m (H1 2022: loss of £0.5m) and
loss per share of 19.1p (H1 2022: loss per share of 1.8p). This includes a net
exceptional charge of £1.9m (H1 2022: £0.3m) (refer note 7) and intangibles
amortisation of £2.8m (H1 2022: £2.6m).

 

Adjusted earnings per share (EPS) decreased by 76.6% to 2.6p (H1 2022: 11.1p)
based on a weighted average number of shares in the period of 14.4m (H1 2022:
14.3m).

 

 

 

 

                                        6 months

                                         to 30 June 2023        6 months

                                                                to 30 June 2022
                                        £000                    £000                      Increase/

                                                                                          (decrease)

 Revenue                                47,461                  46,746                    1.7%

 (Loss) before tax                      (2,928)                 (575)
 Add back intangibles amortisation      2,842                   2,651
 Exceptional items (note 7)             1,946                   261
 Share based remuneration               124                     71
 Adjusted profit before tax             1,984                   2,408                     (17.6)%

 Interest                               974                     398
 Depreciation                           757                     808

 Adjusted EBITDA( 1 )                   3,715                   3,614                     2.8%

 Basic (loss) per share                 (19.1)p                 (1.8)p                    (961.1)%
 Diluted                                (19.1)p                 (1.8)p                    (961.1)%

 Adjusted (loss) per share( 2 )         2.6p                    11.1p

                                                                                          (76.6)%
 Diluted adjusted (loss) per share      2.6p                    11.1p                     (76.6)%

 

 

 

 

Review of operations

 

Maintel is a Managed Services Provider, with a focus on three core areas,
Unified Comms and Collaboration, Customer Experience and Secure Connectivity.
Our vision is to help every organisation to thrive through the application of
technology with a human touch. We see technology as the enabler, not the
outcome. Success for us is delivering tangible business benefits for our
customers, whether that be through increasing productivity, velocity, or
collaboration, strengthening their relationships with their own customers,
helping them grow, protecting them from cyber threats, reducing downtime or
saving cost.

 

The ways in which we can help our customers thrive are many and varied, and
our exceptional people apply the human touch to ensure that our customer's
journey with us is a true partnership and that we deliver on our promises.
This approach allows us to apply a common blueprint across everything we do,
allowing us to cover a diverse range of technology but with a common and
consistent customer experience.

 

Elements of cloud services revenues are currently accounted for in both the
managed services and technology division (under the technology revenue line)
and the network services division.

 

 

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

 

                                               6 months to 30 June      6 months

                                               2023                     to 30 June 2022

 Revenue analysis                              £000                     £000                      (Decrease) / increase

 Managed services related                      12,674                   12,730                    (0.4)%
 Technology((a))                               11,801                   12,279                    (3.9)%
 Managed services and technology division      24,475                   25,009                    (2.1)%
 Network services division                     20,892                   19,504                    7.1%
 Mobile division                               2,094                    2,233                     (6.2)%
                                               47,461                   46,746                    1.5%

 Total Group

 

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

 

Managed services and technology division

 

The managed services and technology division contains two distinct revenue
lines:

 

·      Managed services: all support and managed service recurring
revenues for hardware and software located on customer premises. This combines
both legacy PBX and Contact Centre systems, which are in a managed decline
across the sector as organisations migrate to more effective and efficient
cloud solutions, with areas of technology such as Local Area Networking (LAN),
WIFI and security, which are still very much current and developing technology
areas and therefore enduring sources of revenue.

·      Technology: all non-recurring revenues from hardware, software,
professional and consultancy services and other non-recurring sales.

 

Services are predominantly provided across the UK, with some customers also
having international footprints. The division also supplies and installs
project-based technology, professional and consultancy services to our direct
clients and through our partner relationships.

 

                              6 months to 30 June      6 months to 30 June 2022

                              2023

                              £000                     £000                              Increase / (decrease)

 Divisional revenue           24,475                   25,009                            (2.1)%
 Divisional gross profit      6,525                    6,610                             (1.3)%
 Gross margin (%)             26.6%                    26.4%

 

Revenue in this division decreased by 2.1% to £24.5m. Whilst the revenue from
the legacy on premise managed service business remained relatively flat, with
the expected churn in this space counteracted by new additions to the legacy
estate (most notably an outsourcing contract from Atos), the Technology
revenues declined by 3.9% as a result of the continued drive from upfront
perpetual software license purchases, to subscription based licensing models
and the mix of projects delivered in the period.

 

 

Network services division

 

The Network Services division is made up of three strategic revenue lines:

 

·      Cloud - subscription and managed service revenues from cloud
contracts

·      Data - subscription, circuit, co-location and managed service
revenues from Wide Area Network (WAN), SD-WAN, Internet access and managed
security service contracts

·      Call traffic and line rental - recurring revenues from both
legacy voice and modern SIP Trunking contracts

 

                                 6 months         6 months

                                 to 30 June       to 30 June 2022

                                 2023
                                 £000             £000                      Increase / (decrease)

 Call traffic                    1,498            1,443                     3.8%
 Line rental                     3,481            3,715                     (6.3)%
 Data connectivity services      8,742            8,116                     7.7%
 Cloud                           6,959            6,006                     15.9%
 Other                           212              224                       (5.4)%
                                 20,892           19,504                    7.1%

 Total division
 Division gross profit           8,437            7,918                     6.6%
 Gross margin (%)                40.4%            40.9%

 

Network services revenue grew by 7.1% in the period, whilst the gross margin
of the division contracted slightly to 40.4% (H1 2022: 40.9%). This reflects
the positive contribution of the continued significant growth in cloud
subscription revenues, up 15.9%, and a return to steady growth for data
connectivity (up 7.7% vs a contraction of (1.7%) from H1 2021 to H1 2022),
driven by our success in winning and rolling out large Software Defined Wide
Area Network (SD_WAN) contracts since 2021 and the normalisation of the
hardware supply chain we've seen in the first half of this year.

Calls and lines line rental revenue declined by 6.3%, driven by a continued
migration away from the legacy PSTN services due to be turned off by BT at the
end of 2025. This was partially counteracted by an increase in call traffic
revenues (up 3.8%) driven by an increase in the volume of Inbound Calling
services, predominantly from large Contact Centre deployments.

Maintel cloud services

 

Maintel has continued to grow its cloud services for both unified
communications and contact centre applications - with 181,000 contracted cloud
seats (up 13.1% on H1 2022) and revenues from cloud & software customers
now at £23.1m, representing 48.6% of revenue (H1 2022: 42.4% of revenue).
During the first half of 2023, we continued to make good progress in
delivering our contracted cloud projects and have closed additional new key
contracts for the future in both the Private and Public cloud spaces.

 

 

Mobile division

 

Maintel's mobile division generates revenue primarily from commissions
received as part of its dealer agreements with O2 which scales in line with
growth in partner revenues, in addition to value added services sold alongside
mobile such as mobile fleet management and mobile device management.

 

 

                       6 months              6 months

                       to 30 June 2023       to 30 June

                                             2022
                       £000                  £000                 Decrease

 Revenue               2,094                 2,234                (6.2)%
 Gross profit          1,002                 823                  21.7%
 Gross margin (%)      47.8%                 36.8%

 

 Number of customers        523       619         (15.5)%
 Number of connections      28,671    27,341      4.8%

 

Revenue decreased by 6.2% to £2.1m (H1 2022: £2.2m) with gross profits at
£1.0m (H1 2022: £0.8m), and higher margins of 47.8% compared to 36.8% in the
prior period. The main contributing factor was the positive impact of 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 and our newly established relationship with Three, 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
mobile usage threshold alarming 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, excluding
depreciation, amounted to £12.6m for the period, slightly increased from
£12.1m in H1 2022. The net £0.5m increase mainly reflects salary increases
in line with inflation.

 

The overall headcount dropped by 6.3% or 31 FTEs and now stands at 465 (H1
2022: 496) as a result of the Group's programme of re-adapting to a scalable
efficient business to facilitate our transition to a communications specialist
.

 

 

 

 

 

Cash flow

 

The Group net debt (excluding IFRS 16 liabilities and issue costs of debt) of
£21.4m at 30 June 2023, compared to £16.6m net debt at 31 December 2022.

 

 

                                                                 6 months to 30 June       6 months

                                                                2023                       to 30 June 2022
                                                               £000                        £000

 Cash (used in)/generated by operating activities              (1,898)                     3,954
 Taxation (paid)                                               -                           (370)
 Capital expenditure                                           (1,195)                     (2,087)
 Finance cost (net)                                            (849)                       (471)
 Issue costs of debt                                           -                           (234)

 Free cashflow                                                 (3,942)                     792

 Payments in respect of prior period business combination      -                           (311)
 Proceeds from borrowings                                      2,500                       22,500
 Repayment of borrowings                                       (1,200)                     (15,500)
 Lease liability repayments                                    (644)                       (517)

 (Decrease)/ Increase in cash and cash equivalents             (3,286)                     6,964
 Cash and cash equivalents at start of period                  6,136                       (3,869)
 Exchange differences                                          (24)                        (5)

 Cash and cash equivalents at end of period                    2,826                       3,090

 Bank borrowings                                               (24,200)                    (22,500)

 Net debt excluding issue costs of debt                        (21,374)                    (19,410)

 Adjusted EBITDA (note 5)                                      3,715                       3,614

 

 

The Group generated -£1.9m of cash from operating activities compared to  H1
2022 comparator of £3.9m.

 

Capital expenditure outlay of £1.2m in the period (H1 2023: £2.0m) was
driven by our continued investment across Maintel's product and service
portfolio.

 

No tax paid was paid in the first half of the financial year. In prior years
payments have been made in relation to the Groups historical losses being
fully utilised and taxable profits arising in the year ended 31 December 2022.

 

 

 

Dividends

 

In line with previous periods, the Board has made the decision to continue to
pause dividend payments. As such, the Board will not declare an interim
dividend for 2023 (H1 2022: Nil).

 

 

 

Outlook

 

The solid performance of our sales team year-to-date supports our expectations
of a strong performance for the second half of 2023. The sales order book
currently extends revenue potential beyond our original expectations. Private
sector business secured in the early months of 2023 is now being delivered and
supports strong project revenue streams. Whilst public sector contract awards
in the first half of the year were awaiting the implementation of the new
public framework, 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.

 

Leveraging the positive outcome of the first phase of the business
transformation, the performance in the second half of the year will benefit
from the full impact of the P&L improvement initiatives. Those benefits
will be compounded with the implementation of the second phase of the
transformation programme focussing on our property strategy, the delivery
model and growth acceleration.

 

The Board therefore expects H2 2023 trading to show further momentum building
on the period reported. Consequently, the Board is confident that Maintel will
achieve full year adjusted EBITDA ahead of initial expectations for the
financial year ending 31 December 2023. Total net debt is forecasted slightly
higher to support further investment in restructuring and the normalisation of
the working capital.

 

Although the Board does not feel it is timely to resume dividend payments,
this will be kept under review as conditions further improve.

 

 

 

On behalf of the board

 

 

 

C Thompson

Executive Chairman

 

 

 19 September 2023

 

 

 

 

Maintel Holdings Plc

 

 

Consolidated statement of comprehensive income (unaudited)

for the 6 months ended 30 June 2023

 

 

                                                                                               6 months     6 months
                                                                                               to 30 June   to 30 June
                                                                                               2023          2022
                                                                                     Note      £000         £000
                                                                                               (Unaudited)  (Unaudited)

 Revenue                                                                             2         47,461       46,746

 Cost of sales                                                                                 (31,497)     (31,395)

 Gross profit                                                                                  15,964       15,351

 Other operating income                                                              3         339          455

 Administrative expenses
 Intangibles amortisation                                                                      (2,842)      (2,651)
 Exceptional items                                                                   7         (1,946)      (261)
 Share based payments                                                                          (124)        (71)
 Other administrative expenses                                                                 (13,345)     (13,000)
                                                                                               (18,257)     (15,982)

 Operating (loss)                                                                              (1,954)      (177)

 Net financial costs                                                                           (974)        (398)

 (Loss) before taxation                                                                        (2,928)      (575)

 Taxation credit                                                                               180          323

 (Loss) for the period and attributable to owners of the parent                                (2,748)      (252)

 Other comprehensive income for the period

 Exchange differences on translation of foreign operations                                     (20)         9

 Total comprehensive (loss) for the period attributable to the owners of the parent            (2,768)      (243)

 (Loss) per share from continuing operations attributable to the ordinary
 equity holders of the parent

 Basic                                                                               4         (19.1)p      (1.8)p
 Diluted                                                                             4         (19.1)p      (1.8)p

Maintel Holdings Plc

 

Consolidated statement of financial position (unaudited)

at 30 June 2023

 

 

                                          30 June      31 December

                                          2023         2022
                                Note      £000         £000
                                          (Unaudited)  (Audited)
 Non-current assets
 Intangible assets                        51,267       52,989
 Right-of-use assets                      2,052        2,711
 Property, plant and equipment            1,142        1,427
 Trade and other receivables              -            360

                                          54,461       59,287

 Current assets
 Inventories                              3,123        1,592
 Trade and other receivables              31,555       29,089
 Income tax                               68           92
 Cash and cash equivalents                2,826        3,090

                                          37,572       33,863

 Total assets                             92,033       93,150

 Current liabilities
 Trade and other payables                 48,066       43,087
 Lease liabilities                        843          840
 Borrowings                     8         2,257        2,400

 Total current liabilities                51,166       46,327

 Non-current liabilities
 Other payables                           326          482
 Lease liabilities                        1,219        1,853
 Deferred tax liability                   778          1,224
 Borrowings                     8         21,800       19,887

 Total non-current liabilities            24,123       23,449

 Total liabilities                        75,289       69,773

 Total net assets                         16,744       23,377

 Equity
 Issued share capital                     144          144
 Share premium                            24,588       24,588
 Other reserves                           60           70
 Retained earnings                        (8,048)      (1,425)

 Total equity                             16,744       23,377

 

 

Maintel Holdings Plc

 

Consolidated statement of changes in equity (unaudited)

for the 6 months ended 30 June 2023

 

 

Share capital
               Other reserves   Retained earnings
 
                                                                  Share premium

                                                                                                                       Total
                                            Note  £000            £000            £000             £000                £000

 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 (loss) for the period        -               -               9                (252)               (243)
 Share based payments                             -               -               -                71                  71

 At 30 June 2022                                  144             24,588          70               (1,425)             23,377

 (Loss) for the period                            -               -               -                (4,109)             (4,109)
 Other comprehensive income:                      -               -               -                -                   -
 Foreign currency
 Translation differences                          -               -               10               -                   10

 Total comprehensive loss for the period          -               -               10                                   10
 Share based payments                             -               -               -                110                 110

 At 31 December 2022                              144             24,588          80               (5,424)             19,388

 Loss for the period                              -               -               -                (2,748)             (2,748)
 Other comprehensive income:                      -               -               -                -                   -
 Foreign currency
 translation differences                          -               -               (20)             -                   (20)

 Total comprehensive income for the period        -               -               (20)             -                   (2,768)

 Share based payments                             -               -               -                124                 124

 At 30 June 2023                                  144             24,588          60               (8,048)             16,744

 

Maintel Holdings Plc

 

Consolidated statement of cash flows (unaudited)

for the 6 months ended 30 June 2023

 

                                                                      6 months          6 months
                                                                      to 30 June 2023   to 30 June 2022
                                                                      £000              £000
 Operating activities
 (Loss)before taxation                                                (2,928)           (575)
 Adjustments for:
 Intangibles amortisation                                             2,842             2,651
 Share based payment charge                                           124               71
 Depreciation of plant and equipment                                  314               330
 Depreciation of right of use asset                                   443               478
 Interest expense (net)                                               974               398

 Operating cash flows before changes in working capital               1,769             3,353

 Increase in inventories                                              (529)             (583)
 (Increase) / decrease in trade and other receivables                 (4,045)           1,410
 Increase / (decrease) in trade and other payables                    907               (226)

 Cash generated from operating activities                             (1,898)           3,954

 Tax paid                                                             -                 (370)

 Net cash flows (used in) / generated from operating activities       (1,898)           3,584

 Investing activities
 Purchase of plant and equipment                                      (75)              (667)
 Purchase of software                                                 (1,120)           (1,420)
 Purchase price in respect of prior period business combinations      -                 (311)

 Net cash flows used in investing activities                          (1,195)           (2,398)

 

Maintel Holdings Plc

 

Consolidated statement of cash flows (continued) (unaudited)

for the 6 months ended 30 June 2023

 

                                                             6 months            6 months

                                                              to 30 June 2023     to 30 June 2022
                                                             £000                £000
 Financing activities
 Proceeds from borrowings                                    2,500               22,500
 Repayment of borrowings                                     (1,200)             (15,500)
 Lease liability repayments                                  (644)               (517)
 Interest paid                                               (849)               (471)
 Issue costs of debt                                         -                   (234)

 Net cash flows generated from financing activities          (193)               5,778

 Net (decrease) / increase in cash and cash equivalents      (3,286)             6,964

 Cash and cash equivalents at start of period                6,136               (3,869)
 Exchange differences                                        (24)                (5)

 Cash and cash equivalents at end of period                  2,826               3,090

 

 

 

 

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 2023 and 30 June 2022 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 2022 and those applicable for the year ended 31
December 2023.

 

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 2023 (unaudited)

 

                                    Managed service and technology

                                                                    Network services            Total

                                                                                       Mobile
                                    £000                            £000               £000     £000

 Revenue                            24,475                          20,892             2,094    47,461

 Gross profit                       6,525                           8,437              1,002    15,964

 Other operating income                                                                         339

 Other administrative expenses                                                                  (13,345)

 Share based payments                                                                           (124)

 Intangibles amortisation                                                                       (2,842)

 Exceptional items                                                                              (1,946)

 Operating (loss)                                                                               (1,954)

 Interest (net)                                                                                 (974)

 (Loss) before taxation                                                                         (2,928)

 Income tax credit                                                                              180

 (Loss) after taxation                                                                          (2,748)

 

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 service and technology  Network services           Central/

Mobile  inter-
                                                                                      company   Total
                           £000                            £000              £000     £000      £000

 Intangibles amortisation  -                               -                 -        2,842     2,842
 Exceptional items         -                               -                 -        1,946     1,946

 

 

 

 

Six months to 30 June 2022 (unaudited)

 

                                    Managed service and technology

                                                                    Network services            Total

                                                                                       Mobile
                                    £000                            £000               £000     £000

 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 service and technology  Network services           Central/

Mobile  inter-
                                                                                      company   Total
                           £000                            £000              £000     £000      £000

 Intangibles amortisation  -                               -                 -        2,651     2,651
 Exceptional items         107                             -                 -        154       261

 

 

3.   Other operating income

                              6 months          6 months
                              to 30 June 2023    to 30 June 2022
                              £000              £000
                              (unaudited)       (unaudited)
                              339               455
 Other operating income

 

Other operating income of £0.3m in the period relates to monies associated
with the recovery of research and development expenditure credits (H1 2022:
£0.5m).

 

 

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 2023     to 30 June 2022
                                                                     £000                £000
                                                                     (unaudited)         (unaudited)
 Earnings used in basic and diluted EPS, being (loss) after tax      (2,748)             (252)

 Adjustments:                                                        1,893               2,099
 Amortisation of intangibles on business combinations
 Exceptional items (note 7)                                          1,946               261
 Tax relating to above adjustments                                   (842)               (607)
 Share based payments                                                124                 71
 Interest charge on deferred consideration                           -                   18

                                                                     373                 1,590
 Adjusted earnings used in adjusted EPS

 

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

 

 

                                                            6 months to 30 June  6 months
                                                            2023                  to 30 June 2022
                                                            Number    £000       Number     £000

 Weighted average number of ordinary shares of 1p each      14,362               14,362
 Potentially dilutive shares                                -                    19

                                                            14,362               14,362

 

 (Loss) per share
 Basic                                                            (19.1)p  (1.8)p
 Diluted                                                          (19.1)p  (1.8p)
 Adjusted - basic after the adjustments in the table above        2.6p     11.1p
 Adjusted - diluted after the adjustments in the table above      2.6p     11.1p

 

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 2023    to 30 June 2022
                                                    £000              £000
                                                    (unaudited)       (unaudited)
                                                    (2,928)           (575)
 (Loss) before tax
 Net interest payable                               974               398
 Depreciation of property, plant and equipment      314               330
 Depreciation of right of use asset                 443               478
 Amortisation of intangibles                        2,842             2,651

 EBITDA                                             1,645             3,282
 Share based payments                               124               71
 Exceptional items (note 7)                         1,946             261

 Adjusted EBITDA                                    3,715             3,614

 

 

6.   Dividends

 

The directors have decided not to declare an interim dividend for 2023 (2022:
nil).

 

 

 

7.   Exceptional items

                                                              6 months          6 months
                                                              to 30 June 2023    to 30 June 2022
                                                              £000              £000
                                                              (unaudited)       (unaudited)

 Staff restructuring and other employee related costs         965               153
 Costs relating to business transformation                    606               -
 Fees relating to revised credit facilities agreement         375               154
 Gain on disposal of the managed print services business      -                 (16)
 (Income) relating to onerous lease provision                 -                 (30)

                                                              1,946             261

 

 

 

8.   Borrowings

                                       30 June 2023  31 December 2022
                                       £000          £000
                                       (unaudited)   (audited)

 Current bank loan - secured           2,257         5,226
 Current RCF - secured                               17,500
                                       2,257         22,726

 Non- Current bank loan - secured      1,800         -
 Non - Current RCF - secured           20,000        -
                                       21,800        -

                                       24,057        22,726

 

In the previous year, the Company signed a new agreement with HSBC Bank plc
("HSBC") to replace the previous facility.  The new facility with HSBC
consists of a revolving credit facility ("RCF") of £20m with a £6m term loan
on a reducing basis.  The maturity date of the agreement is 3 years from the
signing date. The term loan is being repaid in equal monthly instalments,
starting in October 2022. The principal balance of the term loan at 30 June
2023 was £4.2m and of the RCF was £20.0m.

 

Interest on the borrowings is the aggregate of the applicable margin and SONIA
for Pound Sterling / SOFR for US Dollar / EURIBOR for Euros.

 

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

 

The current bank borrowings above are stated net of unamortised issue costs of
debt of £0.2m (31 December 2022: £0.1m).

 

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
the 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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