Maintel Regulatory News (MAI)

Maintel Holdings Plc

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

Final audited results for the year ended 31 December 2022

Projects delivery delays impact performance, business transformation accelerates.

Maintel Holdings Plc, a leading provider of cloud and managed communications services, announces its audited results for the 12-month period to 31 December 2022.

Key Financial Information

Financial headlines

· Group revenue was £91.0m, down 12.4% (2021: £103.9m) with recurring revenue at 77% (2021: 69%).

· Revenue declined due to a number of contributing factors, including supply chain issues surrounding semi-conductor hardware in Q4 2021, delays in public-sector tenders, lower revenue from large scale projects and £0.5 non-repeating revenue due to the sale of Document Solution division in FY21.

· Recurring revenue increased from 69.2% to 77.0%, due to pandemic having a positive customer effect in accelerating change of technology, with transitioning to cloud services.

· Cloud and software revenues increased as a proportion of total Group revenue to 44% (2021: 34%)

· Adjusted EBITDA fell by 54.6.% flowing from revenue decreases of 12.4%, delivering a disappointing group Adjusted EBITDA[1] of £4.4m (2021: £9.6m).

· Gross profit decreased to £27.9m (2021: £34.1m) with gross margin decreasing to 30.6% (2021: 32.8%) mainly due to the lower level of rebates as hardware and software resell revenue decreased.

· The Adjusted Profit Before Tax[5] fell to £1.6m from £6.8m in FY21, mainly due to shortfall in revenue.

· The business significantly reduced year-end net debt[4] to £16.6m, (2021: £19.4m)

· Adjusted loss per share[2] at 1.6p, a decrease of 105% (2021: earnings per share at 33.2p)

· Basic loss per share at 30.4p (2021: earnings per share at 32.5p)

· Cash conversion[3] of 245% of adjusted EBITDA[1] (2021: 48%)

Operational highlights

· Major new and existing customer contract awards exceeding £50m total contract value (TCV), based on new solution offerings implemented at the end of 2019 and start of 2020.

· Transformation to a cloud and managed services business continued at pace, delivering a 27.3% increase in contracted cloud seats with 168,000 at the year-end (2021: 132,000).

· ESG strategy strengthened with strategic benefits to Group including a sustainable future, tender compliance, banking compliance and supporting shareholder value.

· Maintel entered a 3-year refinance agreement with HSBC for a £26m Sustainability linked loan facility at improved terms.

· Gabriel ('Gab') Pirona was appointed Chief Financial Officer, effective from 2 May 2022, bringing valuable experience into the Group. Gab has helped deliver significant operational improvements.

· Carol Thompson appointed Executive Chairman from 1 November 2022 and charged with initiating a strategic and operational review.

Post period end

· Resignation of Ioan MacRae as CEO on 28 February 2023, Carol Thompson's Executive Chairman's role was extended to cover the function of Interim Chief Executive Officer.

· Strategic, organisational and operational review completed in Q1 FY23 led to the implementation of a plan to transform the business, focusing growth on higher margin product lines, adapting the delivery and support organisations to crystallise substantial cost savings while creating a scalable cost base to support future growth.

· Trading to date in FY23: revenue, EBITDA and orders are all in line with management expectations.

COVID-19

· The primary impact on the business of Covid 19 was the well documented supply chain disruption.

· We continue to see the hardware supply chain issues alleviate, with significantly reduced lead times on most key product lines and therefore an acceleration in our ability to deliver the projects in our order book. Some items do remain constrained, and we continue to monitor the situation closely.

· Indirect impacts on bid to bill cycles have been twofold, especially in the Public Sector. Changes to access and communication processes creating slower bid-to-sign timelines and then delayed project implementation due to restrictions to on-site access. Whilst a challenge for 2022, the business has entered 2023 with a very substantial forward WIP position.

· Having embraced hybrid working, the business is now looking at post pandemic working patterns to balance service to clients with staff health and wellbeing agenda.

Publication of annual report/ posting and Notice of Annual General Meeting

The Company's 2023 Annual General Meeting will be held at 2pm on May 30th at 160 Blackfriars Road, London SE1 8EZ.

The FY22 Annual Report, notice of AGM, together with a form of proxy, will shortly be posted to the Company's shareholders today. The FY22 Annual Report and notice of AGM will shortly also be available on the Company's website, www.maintel.co.uk/investors.

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

"2022 was difficult for the global economy, for many technology businesses and Maintel. While we navigated most economic headwinds in the early period of Covid-19, the combined effect of a prolonged pandemic, high inflation and war in Ukraine weighed heavily on our FY22 financial outturn. As a result, we conducted a strategic, organisational and operational review in Q1 FY23 and enter FY23 with increased clarity on future market and product strategy with a lean and flexible cost base on which we can return the business to strong economic performance in the years to come. This has meant changes to senior management with the loss of our CEO and Sales Director. We are also exiting our Callmedia product line by 31 Jan 2024, and intensifying our mission to deliver service in a high quality, value accretive way both to our valued client base and Maintel.

There is much to do in FY23, to tighten focus on our future product and services range and 'catch-up' our delivery programme which has been badly delayed since late 2021 and throughout 2022. Our treasury management function performed very well and continues to do so. We have had constructive conversations with HSBC which resulted in Maintel entering into an amended agreement that better aligns the covenants with the business transformation plan and supports the return to growth agenda and reshaping the business.

As stated in the January 2023 Trading Update, FY23 focus is on delivering improved EBITDA and cash generation in line with recent historical levels and the Board is pleased to advise that trading in Q1 2023 was in line with management's expectations.  

There have been few businesses that have escaped the combined challenges of a pandemic, political instability and high inflation. Whilst FY22 was a difficult year, our team demonstrated resilience, dedication and commitment to the business and our clients; and above all their willingness to work with the board on putting this tough period behind us."

Notes

[1] Adjusted EBITDA is EBITDA of £3.3m (2021: £13.4m), adjusted for exceptional items (note 12) and share based payments (note 27).

[2] Adjusted earnings/(loss) per share is basic loss per share of 30.4p (2021: earnings per share of 32.5p), adjusted for amortisation of acquired intangibles, exceptional items, interest charge on deferred consideration, share based payments and deferred tax items related to fixed assets acquired in prior years (note 10). The weighted average number of shares in the period was 14.4m (2021: 14.4m).

[3] Cash conversion is calculated as operating cash flow (being adjusted EBITDA plus working capital) to adjusted EBITDA.

[4] Interest bearing debt (including issue costs of debt and excluding lease liabilities) minus cash. Current year net debt includes £17.5m RCF and £5.4m Term loan.

[5] Adjusted profit before tax of £1.6m (2021: £6.8m) is basic loss before tax (2021: profit before tax), adjusted for amortisation of intangibles, exceptional items and share based payments.

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

The full annual report and accounts have been uploaded to our website and will be posted to shareholders by no later than 5 May 2023.

For further information please contact:

Much of 2022 has been about evolving our ability to service clients with restricted access to people, supplies and partners. Despite this our recurring revenue increased from 69.2% to 77.0%, due to the pandemic having a positive customer effect in accelerating change of technology, and we built a robust WIP for 2023, giving the business a head start with high levels of billable revenue and therefore certainty in the first half of 2023. The revenue mix in 2022 meant that higher value revenue lines such as professional services and hard and software reseller revenue diluted the returns in H2 leading to a halving of the Group's EBITDA.

The main revenue shortfalls were in project revenues, which saw a year-on-year reduction of c.£10.3m being the most substantial part of the £12.9m year on year decline (FY22: £91.0m, FY21:£103.9m). We have analysed our own performance and that of our competitors to reset our marketing and sales efforts and we plan to adjust our strategy to penetrate higher growth markets with faster moving CAGR opportunities in 2023 and beyond. This shortfall in revenue of £12.9m (12.4%) flows through almost £ for £ to the gross margin shortfall of £10m, (29.3%) which is the primary driver of the Adjusted EBITDA shortfall. Headcount at year-end was 493 compared to 515 in 2021.

Our managed services and technology division saw an overall decline in revenue of 24.3% to £46.5m(2021: £61.4m), with the managed service support base reducing 13.2% to £25.6m, predominantly due to contract losses already highlighted in 2019 and early 2020 now fully realised, price erosion on renewals, and to on-premise customers transitioning to managed cloud services. Technology division revenues decreased by 34.5% to £20.9m (2021: £31.9m) aided by the project delivery of orders closed in FY20, as well as licences associated with new SD-WAN sales, hardware for cloud deployments and licences for existing system expansions. This is despite the impact of semiconductor supply constraints which delayed at least £5.5m of additional revenue into 2023.

The number of contracted seats on our ICON and public cloud platforms increased by 27.3% to 168,000 with revenue from cloud and software customers now totalling £39.7m, 44.0% 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 30.0% to £12.8m. The continued revenue benefit from the additional contracted seats will be realised in 2023 and beyond as these projects continue to be delivered.

Cash conversion FY22 was excellent thanks to new management processes and led directly to the reduction in our net debt position of £16.6m (2021: £19.4m). Maintaining a healthy balance sheet through rigorous working capital management remains a key focus for our finance team.

Moving onto the current performance of the business in the first quarter we have been able to focus on unwinding the significant order book built up through FY21 & FY22, driven by the semiconductor supply chain crisis. As we continue to see supply issues ease, and the associated projects increase in delivery velocity, we find ourselves able to recognise 11.3% of the order book carried forward from FY22. In turn this means the overall performance of the business, at the end of quarter one, is in line with management expectations and shows strong cash management and ability to service debt.

With regard to cost management, to date the business has been able to identify and secure annualised cost savings of £7.2m, and further savings to be delivered during the year will increase this annualised total to circa £11.3m.

In September 2022, the Board invited me to assume the role of Executive Chairman and initiate a strategic and operational review. Ioan Macrae made the decision at the end of February 2023 to resign, and we thank him for his dedication to the business and wish him well in his future endeavours. Whilst we look for a new CEO, I will be taking on more executive duties, ensuring independence is maintained and recusing myself from decisions where necessary and with appropriate guidance from our advisors.

During this period, I am supported in the role by John Booth as the Deputy Chairman who can step in if matters of independence present themselves. After many years of dedicated service and excellent contribution valued contribution to the board, we say goodbye to Nicholas Taylor who stands down at the next AGM. The board and executive team would like to thank him sincerely; he has been an excellent advocate for the business and has unfailingly provided support and good counsel to all of us.

The Board has identified a candidate to replace Nicholas as Chair of the Remuneration Committee and we are in the final stages of the appointment process. An announcement is expected to follow shortly. In addition, the Board have started the process to recruit a Senior Independent Director with a view to this person chairing the Audit Committee.

C Thompson

Chairman

Results for the year

Revenues decreased by 12.4% to £91.0m (2021: £103.9m) and adjusted EBITDA decreased to £4.4m (2021: £9.6m). Recurring revenue as a % of total revenue (being all revenue excluding one-off projects) increased to 77.0% (2021: 69.2%). Recurring revenue increased because of:

· Managed Services revenue decline of £3.9m because of customer churn through the pandemic, price erosion on contract renewal and transition of customers to Cloud.

· Calls and Lines declined by 6.7% to £10.3m, down £0.7m from £11.0m in 2021, largely due to overall market decline in PSTN and transition to SIP and cloud.

· Data increased by 1.2% (£200k) to £16.5m, from £16.3 in 2021 mainly due to price increases.

· Mobile reduction of 7.7% (£0.4m) to £4.4m down from £4.8m in 2021 mainly due to customer contracts moving direct to network operator (Leicester County Council and Curry's).

· Cloud revenue grew by £3.0m in 2022 due to continued growth in public and private cloud contracts. This positive contribution resulted in an overall recurring revenue decline of £1.8m, whilst in the same period project revenue decreased by £10.3m.

· Cloud revenue increase year-on-year is enhanced by the capitalisation of third part licences, amounting to £1.2m in the current year (2021: £nil).

Gross profit for the Group decreased to £27.9m (2021: £34.1m) with gross margin decreasing to 30.6% (2021: 32.8%).

The Group delivered an Adjusted Profit Before Tax of £1.6m (2021: £6.8m). Adjusted earnings per share (EPS)(a) decreased by 105% to a loss per share of 1.6p (2021: earnings per share of 33.2p) based on a weighted average number of shares in the period of 14.4m (2021: 14.4m).

On an unadjusted basis, the Group generated a loss before tax of £4.9m (2021: profit of £5.2m) and basic loss per share of 30.4p (2021: earnings per share of 32.5p). This includes £1.0m of net exceptional costs (2021: net exceptional income of £3.9m) (refer note 12) and amortisation of acquired intangibles of £5.4m (2021: £5.4m). 

(a) Adjusted EBITDA is EBITDA of £3.3m (2021: £13.4m) adjusted for exceptional items and share based remuneration (note 11)

(b) Adjusted profit after tax divided by weighted average number of shares (note 10)

Cash performance

The Group generated net cash flows from operating activities of £9.8m (2021: £4.4m) resulting in a cash conversion (C) of 245% for the full year (2021: 48%). This is due to rigorous working capital management.

(c) calculated as operating cash flow (being adjusted EBITDA plus working capital) to adjusted EBITDA

Review of operations

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

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

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.

All revenue from cloud and software customers accounts for 44% of total Group revenues in the period (2021: 34%). Pure cloud subscriptions and associated managed services grew by 31.5% to £13.0m in the period (2021: £9.9m).

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.

This division decreased revenue by 24.3% to £46.5m. The revenue decrease was mainly driven by the semiconductor supply chain crisis, which significantly reduced our ability to deliver hardware dependent projects from the order book, with areas such as SD-WAN, LAN & WIFI being the worst affected, impacting technology (-31.1% LFL) and professional services (-40.4% LFL) revenues.

The declining on premise legacy support business further decreased by 9.6% (LFL), in line with and driven by the global market rate of decline in the legacy PBX and contact centre markets. Some of this decline did benefit the Network Services division with customers from our legacy managed service base transitioning to Maintel's cloud-based services during the period, with the most notable transformation contracts in the period being for a number of key NHS front line trusts, local government and retail customers.

Gross profit decreased in the division at a greater rate than revenue (-39.1% LFL), driven by a significant decline in Professional Services Gross Profit (-97.9%). Anticipating the imminent unwinding of the significant order book built up through the supply chain shortage, the Professional Services cost base was maintained at a level not supported by in year revenues to prevent an inability to successfully unwind a significant proportion of the order book during FY23.

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.

Network services revenue grew by 6.4% and improved gross profit margin by 1.8%, the growth in the higher margin cloud revenue products offsetting the decline in lower margin call traffic revenues. Cloud revenue increase year-on-year is enhanced by the capitalisation of third party licences, amounting to £1.2m in the current year (2021: £nil). Although the overall volume of voice minutes transacted in FY22 increased by 34%, our fixed line revenues (shown above under call traffic and line rental) declined by 6.6% to £10.3m (2021: £11m), reflecting the overall market decline for legacy Public Switched Telephone Network (PSTN) products plus the migration of some existing customers from legacy voice services with pence per minute call billing, to modern SIP Trunking or Cloud Communication services with all-inclusive call bundle based pricing.

Data connectivity revenues saw a modest increase in revenue of 1.2%. This is the first growth seen in this revenue stream since FY17, reflecting the increasing impact that our new Software Defined Wide Area Networking (SD-WAN) and managed Cloud Security Services are having on this division. Much of the business closed in these new areas has been delayed from delivery by the semiconductor supply shortage, but those deployments that were taken to revenue in FY22 have counteracted the decline in the legacy WAN business for the first time. This trend is set to continue and accelerate as the order book unwinds and we continue to close new contracts.

Our momentum in SD-WAN and cloud security continued in the period with key contract wins for one of the largest national housing associations, a leading international manufacturer of specialist superalloys, a not-for-profit national development agency and significant expansion project wins for the contracts closed in FY21 & FY22.

The number of contracted seats across our cloud communication services significantly increased, this time by 27% in the year to ~168,000 seats at the end of December (~132,000 at December 21), significantly outperforming forecasted market growth rates for this technology segment for the fourth consecutive year. Revenue from cloud and software customers amounted to £39.7m (2021: £35.7m), with a 30.0% growth in our recurring cloud subscriptions and associated managed services to £12.8m (2021: £9.9m).

For the first time public cloud seats represented the majority (67.2%) of overall cloud seats contracted in the period, highlighting the expected growing trend of a preference for public cloud services in many industry verticals. This trend was accelerated in FY22 by some significant wins in this space, including; an 11,500 seat RingCentral Unified Communications win for a front line NHS trust, a 4,500 seat Microsoft Teams Unified Communications win for a local government organisation, a 6,500 seat RingCentral Unified Communications win for a tier 1 Insurance organisation and a strategic initial 600 agent Genesys Contact Centre win for one of the UK's "big four" supermarkets.

Our flagship ICON private cloud service sales also continued to perform well, with key wins such as; a 7,500 seat win for Welsh University Health Board, a 3,000 seat win for a premium retail household name and a 1,000 seat win for a leading UK liquefied petroleum gas (LPG) supplier. Demand for the Virtual Private Cloud service that our ICON platform offers continues to remain high across the Finance, Insurance, Healthcare and Housing verticals in particular. With the platform providing very high (99.99%) core service availability levels, guaranteed UK data sovereignty, security ringfenced customer instances, license and handset investment protection and the ability to allow customers to manage platform evolution at their own pace.

Our cloud communications pipeline remains strong, with key wins already closed so far in FY23.

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.

These revenues decreased by 7.7% to £4.4m (2021: £4.8m) with gross profits also declining by 15.9%, reflecting a post pandemic trend in the market for customers to stay with their incumbent Mobile providers. Customer churn was at an all-time low; however this lack of new business was compounded by downward price pressure on contract re-signs as customers were looking to their incumbent providers to drive down cost rather than move networks. Recognising these market challenges early in the year, we proactively resourced the mobile sales team to focus on customer retention as opposed to new business.

Maintel's mobile proposition continues to be multi-faceted, being network agnostic and ensuring we can provide competitive and complete coverage for the UK. This ensures we are always in a position to cater for our customers' requirements. Our mobile go to market proposition remains focused on the mid-market enterprise space (100 - 2,000 connections) and the launch of our new mobile reporting functionality within our ICON Portal digital customer engagement platform has resonated well with our customer base.

Other operating income

Other operating income of £0.5m (2021: £0.5m) relates to the recovery of one year's R&D tax credit of £0.5m (2021: £0.5m).

Other administrative expenses

Other administrative expenses for the Group decreased by 2.9% to £25.9m (2021: £26.7m).

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 life-for-like basis (i.e., excluding the other administrative expenses associated with Doc Sol), reduced from £26.4m in 2021. The net £0.5m reduction mainly reflects the savings from organisational optimisation initiatives.

The overall headcount dropped by 4.3% or 22 FTEs and now stands at 493 (2021: 515) as a result of the Group's programme of re-organisation and right sizing of the business to facilitate our continued transition to a cloud and managed services business as reported at the year-end 2021.

Exceptional items

Exceptional costs of £0.9m (2021: exceptional gains £3.9m) is substantially driven by staff-related restructuring costs (£0.4m) associated with the ongoing review of the Group's operating costs base.

Other exceptional costs include £0.3m in relation to foreign exchange impact on a specific contract, which has been delayed since 2021 as a consequence of the logistics issues related to the Covid pandemic; and fees relating to a revised credit facilities agreement of £0.2m.

In FY21, exceptional gains of £3.9m were substantially driven by the disposal of the Document Solutions business; net proceeds were £4.3m, after professional costs of £0.2m. Other exceptional gains included £0.1m associated with an onerous property lease provision release.

A full breakdown is shown in note 12.

Interest

The Group recorded a net interest charge of £1.1m in the year (2021: £1.1m), which includes £0.1m relating to IFRS 16 in line with the prior year (2021: £0.1m).

Taxation

The tax credit in the period of £0.5m is driven by a £0.9m increase in deferred tax in relation to tax losses (£0.7m) and fixed assets (£0.2m), offset by a £0.1m adjustment to prior period current tax and a £0.3m adjustment to prior period deferred tax for temporary taxable timing differences on intangible assets.

The prior year tax charge of £0.6m was driven by the net combined effect of the current taxation of profit of £0.8m, offset by deferred tax credits on PPE and intangibles of £0.2m.

Dividends and earnings per share

The continued impact of the pandemic throughout FY21 and into FY22, combined with external macro-economic challenges in global supply chain and recent conflicts in Ukraine means the Board is taking a prudent approach to dividend policy and again made the decision not to propose a final dividend for the full year 2022 (2021: nil pence per share). It remains the Board's intention to review returns to shareholders when economic conditions improve and financial performance permits.

Adjusted loss per share is at 1.6p, a decrease of 104.8% on prior year (2021: earnings per share at 33.2p). On an unadjusted basis, basic loss per share is at 30.4p (2021: earnings per share at 32.5p).

Consolidated statement of financial position

Net assets decreased by £4.1m in the year to £19.4m at 31 December 2022 (2021: £23.5m) with the key movements explained below. 

Trade and other receivables decreased by £2.8m to £27.4m (2021: £30.2m), driven by a decrease in prepayment and accrued income to £13.7m (2021: £15.7m). Within this, accrued income decreased by £3.2m, driven by some large individual project accruals in the technology division which were subsequently delivered and billed in the year; prepayments increased by £1.2m, comprising mostly of increases in Data/Cloud (£1.5m increase), net off by reductions in support deferred costs (£0.4m) as Avaya Bulk Deal is completed in the year.

Trade and other payables increased by £3.2m to £47.5m (2021: £44.3m). This increase is the net of (i) higher trade payables of £7.8m in December 2022, due to delays in receiving certain materials from suppliers required for customer installations, including switches, (ii) an increase in deferred income of £1.5m driven by technology advance billings; and (iii) a reduction in Atos deferred consideration of £1.2m.

Borrowings of £22.7m (2021: £19.4m) represent the Group's drawn down debt, consisting of £17.5m Rolling Credit Facility and £5.4m Term loan, net of costs of issue of £0.2m.

Cash flow

As at 31 December 2022 the Group had net debt of £16.8m, excluding issue costs of debt of £0.2m, (31 December 2021: £19.4m), equating to a net debt: adjusted EBITDA ratio of 3.8x (2021: 2.0x). An explanation of the £2.6m decrease in net debt, excluding issue costs of debt, is provided below.

The Group generated £9.8m (2021: £4.4m) of cash from operating activities and operating cashflow before changes in working capital of £3.5m (2021: £9.4m). 

Cash conversion in 2022 was 245% (c), improving significantly from the 48% conversion level delivered in 2021. This is due to rigorous working capital management.

Capital expenditure of £3.3m (2021: £2.2m) was incurred relating to the ongoing investment in the ICON platform, IT infrastructure and continued development of Callmedia, the Group's contact centre product.

Payments in respect of business combinations of £1.2m (2021: £1.2m) relate to the deferred consideration amounts due associated with the acquisition of a customer base from Atos in 2018. This is fully settled as at 31 December 2022.

A more detailed explanation of the working capital movements is included in the analysis of the consolidated statement of financial position. Further details of the Group's revolving credit and overdraft facilities are given in note 21.

(c) calculated as operating cash flow (being adjusted EBITDA plus working capital) to adjusted EBITDA

Current Trading and Outlook

The Board conducted a strategic, organisational, and operational review in Q1 FY23 and enter FY23 with increased clarity on future market and product strategy with a lean and flexible cost base on which we can return the business to strong economic performance in the years to come.

The FY23 focus is on delivering improved EBITDA and cash generation, in line with recent historical levels.

In the first quarter, management has been focused on unwinding the significant order book built up through FY21 & FY22, driven by the semiconductor supply chain crisis. The Company has already recognised 11.3% of the order book carried forward from FY22. In turn this means the overall performance of the business, at the end of quarter one, is in line with management expectations and shows strong cash management and ability to service debt.

As regard to cost management, management has identified and secure annualised cost savings of circa £6.0m, and further savings to be delivered during the year are expected to increase this annualised total to circa £10.0m.

The Board expects FY23 to be a year of progress, as management continues to execute the recommendations that came out the of strategic review, with focus on margin improvement and high growth opportunities.

Dividend policy

The continued impact of the pandemic throughout 2021 and into 2022, combined with external macro-economic challenges in global supply chain with regards to semi-conductors and recent conflicts in the Ukraine means the Board is taking a prudent approach to dividend policy and again made the decision not to propose a final dividend for the full year 2021 (2020: nil pence per share). It remains the Board's intention to review returns to shareholders when economic conditions improve and financial performance permits. It remains the Board's intention to review returns to shareholders when conditions improve and financial performance permits.

Post year-end events

In January 2023, the Directors made the decision to discontinue the development of our own "Callmedia" Contact Centre product line, including the CX Now public cloud CCaaS variant. The product will be wound down by 31 January 2024. This decision was made as part of an ongoing strategic review of the business, in which we have engaged with third party specialist to undertake a full product review, the result of which will be implemented over the next financial year and period of growth for the business.

During Q1 2023, the group led a strategic, organisational and operational review to implement a plan to transform the business, focusing growth on higher margin product lines, adapting the delivery and support organisations to crystallise substantial cost savings while creating a scalable cost base to support future growth.

It is the intention of the Directors to liquate the dormant subsidiaries entities during the financial year ended 31 December 2023. This is part of a project to simplify the corporate structure.

There are no other events subsequent to the reporting date which would have a material impact on the financial statements.

Financial Statements

Consolidated statement of comprehensive income

for the year-ended 31 December 2022

Financial Statements

Consolidated statement of financial position

 at 31 December 2022

The consolidated financial statements were approved and authorised for issue by the Board on 26 April 2023 and were signed on its behalf by:

Carol Thompson

Executive Chairman

Financial Statements

Consolidated statement of changes in equity

for the year-ended 31 December 2022

Financial Statements

Consolidated statement of cash flows

for the year-ended 31 December 2022

The following cash and non-cash movements have occurred during the year in relation to financing activities from non-current liabilities:

Reconciliation of liabilities from financing activities

Loans and borrowings (Note 21)

Lease liabilities (Note 22)

Financial Statements

Notes forming part of the consolidated financial statements

for the year-ended 31 December 2022

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.

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 UK-adopted International Accounting Standards in conformity with the requirements of the Companies Act 2006.

(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 accruals basis. The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained.

(c) Rounding of amounts

All amounts disclosed in the financial statements and notes have been rounded to the nearest thousand unless otherwise stated.

(d) Going concern

The Group has a sound financial record including strong operating cash flows derived from a substantial level of recurring revenue across a range of sectors. During the year, The Group signed a new agreement with HSBC Bank plc ("HSBC") to replace the National Westminster Bank ("NWB") facility. The new facility with HSBC consists of a revolving credit facility ("RCF") of £20m with a £6m term loan on a reducing basis. Repayments started in October 2022, and at 31 December, £5.4m remained outstanding. The key covenants include net leverage ratio and interest cover tests, assessed on a quarterly basis. While the main terms of the financing facility remain unchanged, as a result of the reduction in the Adjusted EBITDA in 2022 the debt has been classified to current liabilities. Subsequent to the end of the period, the Company and HSBC agreed to accommodate further leeway in the covenants to allow for the temporary deterioration in profits, whilst the Company completes its transformation programme.

As highlighted in the risk management section (see pages 26-27 of the Annual Report and Accounts) the Board has put robust business continuity plans in place to ensure continuity of trading and operations. Management believes the pipeline will enable Maintel to deliver upside from the budgeted revenue, whilst focusing on driving efficiency through cost base reduction and margin enhancement.

The Group's forecasts and projection models have been built on a prudent basis, taking into account uncertainty around the impact of the supply chain issues with regard to both project delivery and timing of pipeline conversion, allows for actual performance to exceed management forecasts in terms of revenue expectations. The Board has reviewed the model in detail, taking account of reasonably possible changes in trading performance, including sensitivities in pipeline conversion and renewal risk, together with further mitigating actions it could take such as overhead savings. As a result, the Board believes that the Group has sufficient headroom in its agreed funding arrangements to withstand a greater negative impact on its cash flow than it currently expects.

On this basis, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.

(e) 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

Managed services revenues are recognised over time, over the relevant contract term, on the basis that the customer simultaneously receives and consumes the benefits provided by the Group's performance of the services over the contract term. Where the Group's performance of its obligations under a contract exceeds amounts received, accrued income is recognised depending on the Group's billing rights. Where the Group's performance of its obligations under a contract is less than amounts received, deferred income is recognised as this is also the point where the Group transfers the benefits of the goods and services to the end customer.

Technology

Technology revenues for contracts with customers, which include both supply of technology goods and installation services, represent in substance one performance obligation and result in revenue recognition at a point in time, when the Group has fulfilled its performance obligations under the relevant customer contract. Under these contracts, the Group performs a significant integration service which results in the technology goods and the integration service being one performance obligation. Over the course of the contract, the technology goods, which comprise both hardware and software components are customised through the integration services to such an extent that the final customised technology goods installed on completion are substantially different to their form prior to the integration service. Revenue is recognised when the integrated technology equipment and software has been installed and accepted by the customer.

Network services

Revenues for network services are comprised of call traffic, line rentals and data services, which are recognised over time, for services provided up to the reporting date, on the basis that the customer simultaneously receives and consumes the benefits provided by the Group's performance of the services over the contract term. Amounts received in advance of the performance of the call traffic, line rentals and data services are recognised as performance obligations and released to revenue as the Group performs the services under the contract. Where the Group's performance of its obligations under a contract are less than amounts received, deferred income is recognised.

Mobile

Connection commission received from the mobile network operators on fixed line revenues, are allocated primarily to two separate performance obligations, being (i) the obligation to provide a hardware fund to end users for the supply of handsets and other hardware kit - revenues are recognised under these contracts at a point in time when the hardware goods are delivered to the customer and the customer has control of the assets; and (ii) ongoing service obligations to the customer - revenues are spread over the course of the customer contract term. In the case of (i) revenues are recognised based on the fair value of the hardware goods provided to the customer on delivery and for (ii) the residual amounts, representing connection commissions less the hardware revenues are recognised as revenues over the customer contract term.

Customer overspend and bonus payments are recognised monthly at a point in time when the Group's performance obligations have been completed; these are also payable by the network operators on a monthly basis.

(f) Leased assets

When the Group enters into a lease, a lease liability and a right of use asset is created.

A lease liability shall be recognised at the commencement date of the lease term and will be measured at the present value of the remaining lease payments discounted using the Groups' incremental borrowing rate. In determining the lease term, hindsight will be applied in respect of leases which contain an option to terminate the lease. The lease liability is subsequently increased for a constant periodic rate of interest on the remaining balance of the lease liability and reduced for lease payments. Interest on the lease liability is recognised in the income statement.

A right of use asset shall be recognised at the commencement date of the lease term. The right of use asset will be measured at an amount equal to the lease liability. The right of use asset will subsequently be measured at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation for leased property (disclosed as 'Land and buildings' in Note 16), motor vehicles and office and computer equipment is charged to the statement of comprehensive income on a straight-line basis over the shorter of the lease term and the useful economic life of the asset. The useful economic life of a right of use asset is based on that assigned to equivalent owned assets, as disclosed in the 'Property, plant and equipment' policy (n).

Where leases are 12 months or less or of low value, payments made are expensed evenly over the period of the lease.

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.

In addition, the carrying amount of the right-of-use assets and lease liabilities are remeasured if there is a modification, a change in the lease term or a change in the fixed lease payments. The remeasured lease liability (and corresponding right-of-use asset) is calculated using a revised discount rate, based upon a revised incremental borrowing rate at the time of the change.

(g) 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.

(h) Exceptional items

Exceptional items are significant items of non-recurring income or expenditure that have been separately presented by virtue of their nature to enable a better understanding of the Group's financial performance. Non-recurring exceptional items are presented separately in the consolidated statement of comprehensive income.

(i) Interest

Interest income and expense is recognised using the effective interest rate basis.

(j) 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 balance sheet 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 probable that future taxable profits and taxable temporary differences 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.

(k) 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.

(l) 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 fair value where acquired through a business combination, less accumulated amortisation. Customer relationships are amortised over their estimated useful lives of six years to eight years.

Brands

Brands are stated at fair value where acquired through a business combination less accumulated amortisation. Brands are amortised over their estimated useful lives, being eight years in respect of the ICON brand.

Product platform

The product platform is stated at cost less accumulated amortisation. Where these have been acquired through a business combination, the cost is the fair value allocated less accumulated amortisation. The product platform is amortised over its estimated useful life of eight years.

Software (Microsoft licences and Callmedia)

Software is stated at cost less accumulated amortisation. Where 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 and capitalised systems software development costs.

Licences (third-party subscription licences)

Third-party subscription licences are stated at cost less accumulated amortisation. Where these assets have been acquired through a business combination, the cost is the fair value allocated in the acquisition accounting. Licences are amortised over their estimated useful lives of three years.

Other

Other intangible assets includes stock management platforms which is managed by third parties. Other intangibles are amortised over their estimated useful lives, being 5 years.

(m) 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 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.

(n) 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 economic lives, at the following rates:

Property, plant and equipment acquired in a business combination is initially recognised at its fair value.

(o) 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.

(p) 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.

(q) Financial assets and liabilities

The Group's financial assets and liabilities mainly comprise cash, borrowings, trade and other receivables, trade and other payables, lease liabilities and derivative financial instruments.

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.

The Group reviews the amount of credit loss associated with its trade receivables based on forward looking estimates that take into account current and forecast credit conditions. The Group has applied the Simplified Approach applying a provision matrix based on number of days past due to measure lifetime expected credit losses and after taking into account customer sectors with different credit risk profiles and current and forecast trading conditions.

Trade and other payables are not interest bearing and are stated at their amortised cost.

Derivative financial instruments held by the Group represent foreign exchange contracts held to manage the cash flow exposures of forecast transactions denominated in foreign currencies. The Group enters into derivative financial instruments principally with financial institutions with investment grade credit ratings.

Foreign exchange contracts are held at fair value using techniques which employ the use of market observable inputs. The key inputs used in valuing the derivatives are the exchange rates at year end between Pound Sterling and US Dollar. Market values have been used to determine fair value and have been obtained from an independent third party. Any movements in the fair value of the foreign exchange contracts are recognised in the consolidated statement of comprehensive income as no hedge accounting is applied.

(r) 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.

(s) Foreign currency

The presentation currency of the Group is Pound Sterling. All Group companies have a functional currency of Pound 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 Pound Sterling are recorded at the rates of exchange prevailing on the dates of the transactions.

On consolidation the results of MIL, which are included in the consolidated statement of comprehensive income, are translated into Pound Sterling, at rates approximating those ruling when the transactions took place. The monetary assets and liabilities of MIL are translated at the rate ruling at the reporting date. Non-monetary items that are measured at historical cost are translated using rates approximating those ruling at the dates of the initial transactions.

Exchange differences on retranslation of the foreign subsidiary are recognised in other comprehensive income and accumulated in a translation reserve.

(t) Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants received in the year ended 31 December 2021 in respect of the furlough of staff over the period of the COVID-19 pandemic, were recognised in the period when the related salary costs are incurred.

(u) Share-based payments

The Group uses the Black-Scholes Model to calculate the appropriate charge for options issued.

Where employees are rewarded using equity settled share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date.

All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to reserves.

If vesting periods apply, the expense is allocated over the vesting periods, based on the best available estimate of the number of share options expected to vest. Estimates are revised subsequently if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current year. No adjustment is made to any expense recognised in prior years if share options that have vested are not exercised.

(v) Accounting standards issued

The following amendments to standards were issued and adopted in the year, with no material impact on the financial statements:

· Property, Plant and Equipment: Proceeds Before Intended Use - Amendments to IAS 16

· Reference to the Conceptual Framework - Amendments to IFRS 3

· Onerous Contracts - Cost of Fulfilling a Contract - Amendments to IAS 37

· Annual Improvements to IFRS Standards 2018-2020

There were no other new accounting standards issued that have been adopted in the year.

(w) Standards in issue but not yet effective

At the date of authorisation of these financial statements there were amendments to standards which were in issue, but which were not yet effective, and which have not been applied. The principal ones were:

Effective for annual periods beginning on or after 1 January 2023

· Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12

· Definition of Accounting Estimates - Amendments to IAS 8

· Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2

Effective for annual periods beginning on or after 1 January 2024

· Lease Liability in a Sale and Leaseback Transaction - Amendments to IFRS 16

· Non-Current Liabilities with Covenants - Amendments to IAS 1

Effective date deferred until accounting periods starting not earlier than 1 January 2024

· Classification of Liabilities as Current or Non-Current - Amendments to IAS 1

The Directors do not expect the adoption of these amendments to standards to have a material impact on the financial statements.

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:

Impairment of non-current assets

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The Group is also required to test other finite life intangible assets for impairment where impairment indicators are present. The recoverability of assets subject to impairment reviews is assessed based on whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets, using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions are required to be made in respect of uncertain matters.

In particular, management exercises estimation in determining assumptions for revenue growth rates and gross margins for future periods which are important components of future cash flows, and also in determining the appropriate discount rates which are used across the Group's cash generating units (refer to Note 13).

Year-ended 31 December 2022

For management reporting purposes and operationally, the Group consists of three business segments: (i) managed service and technology sales, (ii) network services, and (iii) mobile services. Revenue from managed services, network services and mobile is recognised over time and technology revenue is recognised at a point in time. 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.

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