Maintel Regulatory News (MAI)

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

Preliminary results for the year to 31 December 2014

Maintel Holdings Plc, the telecoms and data services company, announces preliminary results for the 12 months to 31 December 2014.

Highlights

Strong financial performance with growth in revenues and profits, with continued investment in both the organic business and acquisitions to support long term growth.

· Reported revenues up 35% to £41.9m (2013: £31.1m)

o Organic revenue[1] up 1%

· Adjusted profit before tax[2] up 16% to £6.1m (2013: £5.2m)

· Adjusted earnings per share[3] up 24% to 46.7p (2013: 37.6p)

· Proposed final dividend per share increased 29% to 11.6p, implying total full year dividend of 20.9p

· Significant improvement in cash generation; net cash flow from operating activities of £6.1m

· Recurring revenues of £30.5m at 73% of total Group revenue

· Acquisition of Proximity Communications completed in October for net consideration of £8.5m

· Encouraging performance in the recently acquired businesses; Datapoint acquired in September 2013 and Proximity in 2014

o The integration of Datapoint is now complete and the integration of Proximity is progressing well

o Cost synergies coming through as expected from the acquisition of Proximity

o Cross selling opportunities continue to provide growth opportunities within the existing customer base

· Launch of Maintel Cloud, and increased capability in enterprise unified communications and contact centre

· Reconfirmed intention to increase the dividend to approximately 50% of adjusted earnings per share by FY 2015

Key Financial Information

Commenting on the Group's results, Eddie Buxton, CEO, said:

"This has been another significant year in the development of Maintel. We have delivered a strong financial performance, with pleasing organic growth in a challenging market, complemented by the acquisition of Datapoint in 2013 and Proximity in 2014, which has brought additional strengths in the areas of unified communications, contact centres, design authority, data networking, security and wireless. We remain open to further acquisitions should they provide clear value to shareholders. Our confidence in the progression of the business is reflected in the 29% increase in the final dividend".

Notes

[1] Organic revenue is revenue generated from the historic Maintel business and excludes any contribution from Datapoint or Proximity in either 2013 or 2014.

[2] Adjusted profit before tax is basic profit before tax of £3.8m (2013: £3.6m), adjusted for intangibles amortisation and exceptional costs relating to the acquisition of Proximity and Datapoint (2013: Datapoint).

[3] Adjusted earnings per share is basic earnings per share of 27.6p (2013: 25.0p), adjusted for intangibles amortisation and the Proximity and Datapoint exceptional costs.

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Chairman's statement

I am pleased to report on another transformational year for Maintel, with our acquisition of Proximity Communications Limited following on from the Datapoint acquisition in 2013.

Group revenues increased by 35% in the year, to £41.9m (2013: £31.1m), with underlying organic growth of 1% being supplemented by the effects of the acquisitions. Adjusted profit before tax increased to £6.1m (2013: £5.2m), a 16% increase year on year, with adjusted earnings per share of 46.7p, compared with the 37.6p in 2013, an increase of 24%. Unadjusted profit before tax increased by 5% to £3.8m (2013: £3.6m).

The purchase of Proximity in October is the largest acquisition undertaken by Maintel to date, at a gross cost of £12.0m, or £8.5m net of cash acquired. This was funded by an extension of our existing borrowing facilities to a total term loan of £6.0m, supported by a new revolving credit facility of £7.0m, including a £1.0m overdraft facility. Total Proximity revenue for 2014 was £12.3m, and before Maintel management charges, profit before tax was £1.4m. In the period since acquisition Proximity contributed £1.9m revenue and £0.3m profit before tax.

We are now moving into the next stage of the Group's development and growth as we continue to broaden the range of our capabilities with Proximity bringing further critical mass to the Group's Avaya expertise and additional strengths in the areas of unified communications, contact centres, design authority, data networking, security and wireless.

The Group's managed service and equipment sales division delivered a 47% increase in reported revenues, driven primarily by a full 12 months contribution from Datapoint in 2014. On an organic basis, the underlying business (excluding both Datapoint and Proximity contributions) showed slight revenue decline of 1%. The customer contract base in the organic business continued to decline, but this was almost fully offset by a strong year of equipment sales as we transition legacy customers to the new technology characteristic of the Datapoint and Proximity bases. We were particularly pleased that cost savings at Datapoint resulted in its gross margins recovering more than anticipated, to above pre-acquisition levels, so that overall divisional gross margin excluding Proximity remained at 37%.

The Group's network services division reported a 3% increase in revenues, 2% of which was organic growth driven primarily by a 29% increase in data revenues. Although sales of call minutes are still growing in this division, associated revenue and profit from this revenue stream continue to diminish with rate erosion. We continue to counter this rate erosion by converting customers to the more "future-proof" SIP technology, which also provides a base into which we are able to sell additional services.

In our mobile division revenues increased by 12% to £2.9m following a disappointing year in 2013, with investment in the sales force beginning to deliver. The number of connections increased marginally in the year while customer numbers declined as we continue to manage the base in favour of larger, more profitable customers. Gross margin reduced in the year due to a combination of higher up-front acquisition costs and changes to one of the networks' commission arrangements as had been expected. The effects of this have now unwound.

Cash generation from trading improved significantly with net cash flow from operating activities of £6.1m. Net borrowings at the year end were £6.7m following the acquisition of Proximity for a net £8.5m, which was funded by an increase in term loan to £6.0m and a £7.0m revolving credit facility, including a £1.0m overdraft facility.

In the 2013 annual report we announced our intention to increase the dividend to approximately 50% of adjusted earnings per share over the course of the following two years. This process commenced with the payment of 43% in respect of the 2013 final dividend which was paid in April 2014, and 44% in respect of the 2014 interim dividend paid in October 2014. We propose to pay a final dividend for 2014 of 11.6p, 45% of adjusted earnings per share, bringing the total payable for the year to 20.9p (2013: 9.0p and 15.7p), which will be paid on 1 May to shareholders on the register on 20 March.

Our current priority is to complete the successful integration of Proximity into the Group, capitalising on the enhanced product portfolio, skillsets, cross selling and cost saving opportunities that the acquisition brings. We do, however, remain committed to considering further acquisition opportunities, both businesses and customer bases, where these can be seen to add shareholder value. We continue to grow our expertise in evolving technologies such as hosted environments, where we have already made some encouraging organic progress including the recent launch of the Maintel Cloud unified communications and contact centre proposition.

Finally, I'd like to acknowledge the immense contribution made by all of our staff to the year's successes and extend a particular welcome to those who have joined us from Proximity, a business of outstanding quality. We have experienced a significant year in the Group's development and we look forward with confidence to building on that in 2015.

J D S Booth

Chairman

6 March 2015

Strategic report

The results for 2014 show good performance in both the historic Maintel business, which recorded organic revenue growth of 1% in the period, and the two recently acquired businesses, Datapoint acquired in 2013 and Proximity Communications Limited ("Proximity") in October 2014.

The acquisition of Proximity marked another step change for the Group and the inclusion of a full year contribution from Datapoint in 2014, together with 9 weeks of Proximity, has driven a 35% increase in Group revenue to £41.9m (2013: £31.1m).

Adjusted profit before tax (as described below) has increased by 16% to £6.1m (2013: £5.2m), and adjusted EPS increased by 24% to 46.7p (2013: 37.6p).

On an unadjusted basis, profit before tax of £3.8m (2013: £3.6m) and EPS of 27.6p (2013: 25.0p) include the exceptional costs associated with the acquisitions. The 2014 unadjusted figures include an increase of £0.6m in intangibles amortisation compared with 2013, with a full year charge for Datapoint and a part-year charge for Proximity.

* Adjusted profit after tax divided by weighted average number of shares (note 4)

^ Before management charges

~ Excluding the exceptional costs in the table above (note 7)

Strong cash performance

The Group's operating cash flows improved significantly in the period, with net cash flows from operating activities of £6.1m (2013: £1.0m). The improvement was primarily driven by increased profits and a significant improvement in working capital inflow. The Group ended the year with net debt of £6.7m (2013: £2.2m) or just under 1.1x net debt to adjusted EBITDA. £0.75m of borrowings were repaid during the year and a further £8.0m drawn to finance the acquisition of Proximity, as described in more detail later in this report.

Acquisition of Proximity

On 24 October 2014, the Group acquired Proximity for a gross consideration of £12.0m. Proximity is an Avaya Platinum Enterprise Business Partner and adds a range of capabilities to Maintel in unified communications, contact centre, design authority, data networking, security and wireless. It also significantly enhances the Group's profile with Avaya, with benefits including improved sales and technical collaboration and industry leading skills and certification levels.

Proximity provides managed services to approximately 250 UK customers and has an annualised contract base of £6.0m, bringing the total Group managed service base at the year end to £25.0m. A substantial part of the Proximity revenue stream is recurring (over 50%), with other income including consulting, professional services and technology sales. It contributed £1.9m revenue and £0.3m profit before tax in the period since acquisition, most of this falling within the managed service and equipment segment, with the remainder in network services, as described below.

Synergies resulting from the joint servicing of the Proximity and Maintel bases include bringing currently subcontracted support contracts in-house as a result of the combined Group's extended skillsets, and cost savings from joint purchasing. The integration of Proximity and realisation of these synergies is progressing well and further cost savings will be achieved over the course of 2015. The variety of sales skills across the Group is also being harnessed into a more cohesive structure to capitalise on opportunities presented by the Group's increasing product portfolio.

Review of operations

The table below summarises the revenues of the three operational divisions of Maintel. Proximity revenues are primarily derived from managed services and equipment sales and most will be reported within the managed services and equipment division in future periods, the remainder being reported within the network services division, however they are stated separately in this report to show the underlying movements year on year. The 2013 numbers include 15 weeks contribution from Datapoint for the period post acquisition to the year end. The 2014 numbers include 12 months contribution from Datapoint and 9 weeks contribution from Proximity.

The table below shows the performance of the underlying historic "Maintel" business, excluding both Datapoint and Proximity from both years.

The organic managed service base has declined during the year but the bulk of this decline has been mitigated by higher equipment revenues, so that the divisional revenue has fallen only £0.2m, or 1%. Growth in both the network services and mobile divisions of 2% and 12% respectively more than compensates for this, resulting in 1% organic growth in the period.

Of total Group revenue for 2014, 73% is recurring (2013: 77%), the reduction in the year largely being a function of a full year of Datapoint revenue which was 66% recurring, and the drop in the historical managed service base.

Divisional performance is described further below.

The managed services and equipment division provides the management, maintenance, service and support of office-based voice and data equipment across the UK and Ireland on a contracted basis. It also supplies and installs voice and data equipment to managed services customers, both to our direct clients and into our partner customers.

On a reported basis, revenues in this division increased by 47% to £32.0m, with managed services related revenue up 42% and equipment sales up 56%.

The growth in revenues reflects a full year's revenue contribution from Datapoint compared with 15 weeks in 2013, and 9 weeks contribution from Proximity. The historic Maintel business showed a 1% fall in revenues reflecting a reduction in the legacy equipment Maintel customer base, offset by improving sales of equipment, as customers refresh their technology.

The performance in the first half of the year was particularly strong in this division as two large technology orders placed in 2013 were fulfilled in H1 2014, boosting first half performance in both sub-divisions of the managed services and equipment division, as detailed below.

The expected reduction in gross margins resulting from the impact of the acquisition of Datapoint was mitigated by improvements in gross margins in the underlying business as the benefits of the reduced use of sub-contracts and other synergies started to come through. As a result gross margins were maintained at 37%. Proximity gross margins were higher than the Group overall, at 47% in the period since acquisition, due to the focus on higher specification products and a larger contribution from professional services.

Managed services

(a) Maintel, excluding Proximity

Revenue including Datapoint increased by 35% year on year, but in the historic Maintel business (i.e. excluding both Datapoint and Proximity) revenue decreased by 5%.

It was noted at the half year that the historic customer base had reduced as customers made the transition to lower revenue IP technology. This was exacerbated by the loss of three larger customers in the second half, with new sales not sufficient to replace those losses. An encouraging increase in the Datapoint base in the second half partially compensated for the loss, albeit this was not sufficient to prevent the overall base reducing by 4% to £19.4m (2013: £20.1m).

A key focus during 2015 will be to target customers with older systems with a view to migrating them to a hosted system which provides them with a flexible opex option of upgrading their technology and which typically has the advantage of having much lower levels of churn. This will be facilitated initially by the launch of a Maintel cloud unified communications and contact centre hosted platform, based on Avaya technology.

(b) Proximity

The Proximity customer base had an annualised value of £6.0m at the year end, and it contributed £1.1m in managed service revenues in the 9 weeks since its acquisition. The size and nature of Proximity's typical customer is more akin to the Datapoint base with its more contemporary technology than to Maintel's historic base, and it is anticipated moving forward that the growth in the customer base derived from their newer skillsets will more than compensate for the loss of older technology customers which make up a higher proportion of the historic Maintel base. In addition to the synergies already identified, further savings will be achieved from eliminating sub-contracted support contracts that can be brought in-house, cost savings from joint-purchasing and the sharing of maintenance stock.

Equipment sales

(a) Maintel, excluding Proximity

Revenue including Datapoint increased by 47% year on year, and in the historic Maintel business (i.e. excluding both Datapoint and Proximity) revenue grew by 8%.

The first half of 2014 was particularly strong, with equipment and professional services revenues excluding Datapoint up 12% on the corresponding period in the previous year, helped by the delivery of two sizeable projects signed at the end of 2013. A number of major projects were completed in the second half including a contact centre installation for an insurance company and an infrastructure upgrade for a local council; however the H1 deals were larger in scale, so that performance in the second half was weaker in comparison, with revenues down 15% on the first half. We had anticipated the start of a major international roll-out for a pharmaceuticals company during the second half however this only commenced to any real degree in Q4 and we are expecting to see this develop in 2015.

(b) Proximity

The Proximity business model is the same as that of Maintel, with equipment, professional services and other revenues being derived from Proximity's managed service customers as they grow or refresh their technology. Proximity contributed £0.7m of such revenue in the period since acquisition.

Given the application of common resource across both managed service and equipment sales, definitive margin data on the separate business sectors is not provided; however management figures are used to monitor constituent elements internally.

Network services division

The network services division sells a portfolio of services which includes telephone line rental, inbound and outbound telephone calls, data connectivity, internet access and hosted IP telephony solutions. These services complement those offered by the managed service and equipment division and the mobile division. The acquired Datapoint companies make no direct revenue contribution to this division.

The network services division continues to show revenue growth despite overall market contraction, with organic revenue increasing by 2%. Proximity made a small contribution in the period since acquisition, resulting in total reported revenue growth of 3%. Gross profit was flat as margins reduced by 0.6% due to changing business mix and one specific lower margin data contract.

As expected, call minutes billed continued to increase year on year as new customers were signed and attrition remained low in comparison. However continuing price pressure, regulatory changes and the bundling of minutes in to SIP channel rentals resulted in call revenues, the highest margin revenue stream of the division, reducing by 8% excluding Proximity revenues.

Line rental revenues increased by 1% in the year with new sales being partly offset by clients rationalising large line estates to reduce costs and also the transitioning of some customers towards newer SIP technology, which is classified as other services in the above table. The shift from more commoditised traditional line rentals to SIP benefits our business through lower attrition levels associated with SIP and plays to Maintel's professional service, solution design and engineering strengths. IP-based solutions also allow Maintel to upsell data connectivity and hosted services more easily to its customers.

Data connectivity revenues showed particularly impressive growth in the year, with an increase of 29% including a key new contract with over 800 connections connecting in the final quarter of 2014. The lower margin associated with larger contracts reduced overall divisional margins by 1% year on year.

An additional large MPLS contract was won at the end of 2014 and will start to benefit the division's data connectivity revenues in Q2 of 2015.

Mobile division

Maintel Mobile derives its revenues primarily from commissions received under its dealer agreements with Vodafone and O2, supplemented by revenue derived from ongoing customer monthly spend.

Neither the Datapoint nor Proximity acquisitions contribute directly to this division.

Mobile revenue increased by 12% in 2014 to £2.9m as the number of new signings increased significantly year on year, as the benefits of investment in developing a more experienced sales team during the year began to come through. Overall, the number of connections at the end of the year was up slightly on that at the end of 2013, with the number of customers again down as we focus on larger, more profitable business, with the average number of connections per customer increasing by 17%.

Gross profit decreased by 8% to £1.5m as margins were impacted by the higher cost of sale associated with winning new customers from outside the Group whilst changes to commission arrangements implemented by one of our network suppliers affected margins on both new and renewal business. These commission changes were implemented in August 2013 but had a greater impact in 2014 and have now fully unwound; as a result the gross margin fell to 52% (2013: 63%).

Cross selling opportunities continue, with Proximity's customer base providing additional opportunities and two firm prospects already engaged. The mobile base also continues to provide prospects for the other divisions' services including recent engagement on a large contact centre opportunity and successful deployments of fixed line, data connectivity and audio conferencing services.

Administrative expenses, excluding intangibles amortisation and non-trading adjustments

Total other administrative expenses excluding Datapoint and Proximity increased by £0.3m (7%) in the year, the main factors being the expansion of the mobile sales team and increased support costs reflecting the increased size of the Group. The 2013 Datapoint and 2014 Proximity administrative expenses are shown above from the date of acquisition.

The exceptional costs of £0.8m shown in the income statement relate to £0.5m legal and professional fees incurred in respect of the acquisition of Proximity and £0.3m of redundancy costs resulting from the combining of certain operations following that and the Datapoint acquisitions.

The intangibles amortisation charge increased in the year due to the charge applying to the Proximity intangible acquired during the year and a full year charge in respect of Datapoint. Impairment and amortisation charges are discussed further below.

Interest

Interest receivable amounted to £2,000 in 2014, the same as 2013, with the Group becoming a net borrower in 2013 following the acquisition of the Datapoint companies.

The Group recorded a £135,000 interest charge in the year (2013: £32,000) on the borrowings secured to acquire Datapoint and Proximity.

Taxation

The consolidated statement of comprehensive income shows a tax rate of 22.7% (2013: 26.8%). Each of the Group companies is taxed at 21.5%, other than Datapoint Communications Limited, which is taxed at 12.5% (2013: 23.25%; 12.5%). Certain recurring expenses that are disallowable for tax raise the effective rate above this and the rate is further inflated in the year by the £0.5m costs of the Proximity acquisition (2013: £0.6m in respect of the Datapoint acquisition) not being an allowable deduction for tax; excluding these acquisition costs the tax rate would be 20.0% in 2014 and 23.2% in 2013.

The tax charge in the year includes a deferred tax charge relating to the tax losses of the Datapoint companies, whereby they do not currently pay corporation tax on their profits, but a tax asset in respect of the historic losses is charged to the income statement as the losses are used. The deferred tax charge in the year was £0.2m (2013: £Nil) in relation to the brought forward losses.

Dividends

A final dividend for 2013 of 9.0p per share (£961,000 in total) was paid on 24 April 2014, and an interim dividend for 2014 of 9.3p (£993,000) was paid on 3 October 2014.

It is proposed to pay a final dividend of 11.6p in respect of 2014 on 1 May to shareholders on the register at the close of business on 20 March, which is a 29% increase on the 2014 final dividend taking the Group's payout ratio as a percentage of adjusted earnings to 45%. The corresponding ex-dividend date will be 19 March. In accordance with accounting standards, this dividend is not accounted for in the financial statements for the period under review as it had not been committed as at 31 December 2014.

The Business model section below describes the board's dividend policy.

Consolidated statement of financial position

Net assets increased by £1.1m in the year to £5.0m at 31 December 2014, of which £3.3m was cash (2013: £0.5m). Cash flow and borrowings are described further below.

Trade receivables have increased by £2.2m in the year, the main reason being the inclusion of £2.6m of Proximity trade receivables at the year end, net of a reduction in equipment sale invoicing at 2014 year end and a different phasing of a large managed service billing.

Prepayments have increased by £1.3m, with the Proximity acquisition accounting for £0.9m of this and a further £0.3m arising from an increase in prepaid subcontractor costs at the end of 2014.

The value of maintenance stock has increased by £0.4m in the year, to £1.1m, due to the maintenance stock acquired with Proximity. The value of stock held for resale has increased from £0.2m to £0.4m, the increase down to the timing of project installations and supplier invoicing.

Trade payables have increased by £2.1m since 31 December 2013, £1.9m of this attributable to Proximity's year end balances and £0.2m to late payment of a disputed supplier invoice.

Other tax and social security liability has increased by £0.5m. The Proximity liability amounts to £0.8m, partly offset by a reduced VAT liability on the lower trade receivables noted above.

Accruals have increased by £0.5m year on year, again largely due to the Proximity liability acquired.

Deferred managed service income has increased by £3.8m, with £3.6m attributable to Proximity at year end.

Other deferred revenue has fallen by £0.1m due to invoicing timing differences.

The deferred tax liability has increased by £1.1m in the year as a result of the establishment of a liability on the recognition of an intangible asset representing Proximity's customer contracts, net of a £0.1m credit to the income statement.

No significant capital expenditure has been required on plant and equipment during the period, with assets of £0.1m being acquired with Proximity and the depreciation charge including a £0.02m charge in respect of Proximity. The main expenditure was, as usual, on IT and routine office refurbishment.

Intangible assets

The Group has two intangible asset categories: (i) an intangible asset represented by customer contracts and relationships acquired from District Holdings Limited, Callmaster Limited, Redstone, Maintel Mobile, Datapoint and Proximity, and (ii) goodwill relating to the Maintel Network Services, District, Redstone, Maintel Mobile, Datapoint and Proximity acquisitions.

Goodwill of £9.9m (2013: £4.7m) is carried in the consolidated statement of financial position, which is subject to an impairment test at each reporting date. The £5.2m increase in the year relates to the acquisition of Proximity and a small adjustment to the Datapoint goodwill. No impairment has been charged to the consolidated statement of comprehensive income in 2014 (2013: £Nil).

The intangible assets represented by purchased customer contracts and relationships were carried at £10.5m at the period end (2013: £6.3m). £5.7m of value was added in the year relating to the acquisition of Proximity. The intangible assets are subject to an amortisation charge of 17% of cost per annum in respect of managed service and maintenance contract relationships, and 14.2% per annum in respect of network services contracts and Maintel Mobile customer relationships, with £1.5m being amortised in 2014 (2013: £0.9m), the increase attributable to the Proximity customer relationships acquired and a full year's amortisation of the Datapoint intangible.

Cash flow

At 31 December 2014 the Group had cash and bank balances of £3.3m (2013: £0.5m), all unrestricted save for the floating charge held by Lloyds Bank.

Borrowings were £10.0m at the year end (2013: £2.8m). During the year, £0.8m was repaid, and a further £4.0m loan and £6.0m revolving credit facility ("RCF") was drawn on 24 October 2014 to finance the acquisition of Proximity for a consideration of £12.0m gross, £8.5m net of £3.5m cash acquired with the business. £2.0m of the RCF was subsequently repaid so that borrowings resulted in the £10.0m balance at the year end. The Group retains its overdraft facility of £1.0m with Lloyds. Further details of the loan, RCF and overdraft facility are given in note 9.

Cash generated from operating activities in 2014 at £7.1m (2013: £2.1m) was affected by non-recurring transactions, as it was in the previous year, as follows:

(a) Proximity was acquired with abnormally high receivables due to the invoicing of some large contracts. The settlement of these pre-year end has enhanced cash flow.

(b) At 31 December 2012, £0.9m was accrued in respect of the final payment due of the consideration payable for the acquisition of Maintel Mobile. This was paid in January 2013 and so in the 2013 cash flow statement this is shown as a working capital movement outflow.

(c) 2013 cash flow was adversely affected by the deferral at December 2012 of £1.2m of supplier payments for operational reasons, so depressing 2013 cash flows when they were paid.

(d) The Group incurred an exceptional cost of £0.8m during 2014, £0.5m in respect of legal and professional fees in relation to the Proximity acquisition and £0.3m in respect of redundancy costs in relation to the Proximity and Datapoint acquisitions (£0.6m and £0.1m in 2013 in respect of the Datapoint acquisition).

The Group's objective is to maximise shareholder returns over the short, medium and long term through the provision of telecoms-related products and services. Historically these services were provided predominantly in the UK, however with the acquisition of the UK and Ireland operations of the Datapoint group in September 2013, the Group now also services a range of customers overseas.

The provision of these services is centred around the Group's managed services and equipment division.

With the acquisition of Proximity, the Group now has a contracted customer base of £25m per annum, and the provision of managed and break-fix services to this base creates the opportunity to sell other services into clients, primarily equipment and professional services, and the Group combines these revenue streams into a single business unit. The Group operates two other business units - network services and mobile - whose services are cross-sold into the managed services base and to external clients, mostly in the SME sector.

Organic growth in each business unit is targeted in each financial year, and will be supplemented by the acquisition of complementary companies or client bases where clear shareholder value creation can be achieved. Acquisitions may be funded out of cashflow, borrowings or the issue of shares, dependent on a range of factors considered at the time. Targeted acquisitions will also bring extended capabilities, such as overseas customers and enhanced contact centre expertise with Datapoint and further security, professional service and higher end Avaya expertise with Proximity. Organic initiatives are also developed such as the recent launch of a Maintel cloud unified communications and contact centre service in conjunction with Avaya.

In the 2013 annual report the board announced that it intended to increase the dividend to approximately 50% of its adjusted earnings per share over the course of the following two years. This process commenced with the payment of 43% in respect of the 2013 final dividend which was paid in April 2014, and 44% in respect of the 2014 interim dividend paid in October 2014. The directors are proposing a final dividend of 11.6p for financial year 2014, which when combined with the interim 2014 dividend of 9.3p per share gives a full year dividend of 20.9p, equivalent to 45% of adjusted earnings per share.

Principal risks and uncertainties

The directors consider that the principal risks to the Group relate to technological advance, marketplace relationships, pricing strategies and integration risk. Some risks may be unknown to the Group and others may be more, or less, material than currently envisaged by the directors, and so the following may not give a comprehensive view of all the risks and uncertainties affecting the business.

Telecommunications hardware has historically focused on a PBX core, which is gradually being replaced by hosted and cloud capabilities. Customers' acceptance of the new technologies moves at varying rates, however, so that legacy systems will continue to be serviced for some time to come. Maintel sells and maintains the replacement breed of unified communications and contact centre systems, and has had notable success with the transition to date. Managed service income from the new technology can be reduced when compared to traditional telephony although this is mitigated through reduced service delivery costs and promoting a managed service concept, retaining where possible the resultant enhanced calls and lines revenue and up-selling high value new products such as network monitoring, software assurance and mobile services. The acquisition of Datapoint and Proximity, with their broader range of associated business application skills in the unified communications contact centre high growth space, will accelerate Maintel's ability to drive new revenue streams.

VoIP technology is a potential threat to the reselling of call minutes with a particular type of customer. Recognising this potential risk, the Group has expanded its product portfolio to include SIP trunking and hosted IP technology, which is gaining traction, with these and related revenue growing significantly during 2014. The development of VoIP is constantly monitored so that the Group may take advantage of profitable business models as and when they appear.

The Group has a close partner relationship with O2/Telefonica and to a diminishing extent Vodafone (incorporating Cable & Wireless Worldwide), such that these companies and their clients constitute a significant share of its managed service base. The extent of the relationship with O2 has grown with the acquisition of the Datapoint companies and the work they carry out for O2. Should the relationships be terminated, the managed service base would reduce to that extent over time, necessitating a commensurate reduction in costs. Partnerships with other integrators continue to be developed to reduce the percentage weighting of business with these partners.

Maintel Mobile is a dealer for networks, primarily Vodafone and O2, and is reliant on its relationships with those companies. The Group more generally relies on its contracts with both suppliers and clients and, beyond contractual status, maintains strong relationships with them at various levels of the business, as well as striving to ensure that client expectations are met and, where possible, exceeded.

The Group's managed service contracts have a natural finite life, and are subject to competitive attack, so that there is an inevitable customer churn. The directors monitor the rate and causes of churn and implement strategies with the objective of minimising attrition and growing the customer base organically and by way of acquisition if cost effective.

The pricing of the network services and mobile divisions' products and services can be affected by regulatory bodies in the UK and the EU. The Group is also potentially subject to new pricing strategies by both competitors and suppliers, whether due to their own internal policies or in response to technological change. The Group mitigates these risks by assessing anticipated regulations and pricing strategies and amending its own pricing policies accordingly.

The Group has stated that it will acquire suitable companies which fit certain criteria, and recognises that there is a risk of operational disturbance in the course of integrating acquired companies into the Group's existing operations. The Group mitigates this risk by way of due diligence and detailed planning involving senior management, drawing on the experience of previous acquisitions.

Employees

Maintel's success is dependent on the knowledge, experience and motivation of its employees, and so on the attraction and retention of those staff. The Group offers competitive compensation packages, including bonus structures where appropriate, to align employee interest with that of the Group. The Group's management ensures that there is continual investment in external and internal training of employees, and monitors the compliance with both statutory regulation and best practice with regard to gender, race, age and disability.

Periodic updates are distributed to employees, and a Group intranet is core to open communication amongst employees; this continues to be developed.

The Company established a Share Incentive Plan in 2006, allowing employees and directors to invest tax effectively in its shares, and so aligning employee interests with those of shareholders. Under the plan, shares are acquired by employees out of pre-tax salary, with ownership vesting at that time, and are held by trustees on behalf of the employees. The plan is therefore separate from the assets of the Group.

The Group acknowledges its responsibilities to environmental matters and where practicable adopts environmentally sound policies in its working practices, such as recycling paper and packaging waste and using specialist recyclers of scrap telecommunications and IT equipment. A major consideration when replacing company cars is their impact on the environment, a focus on the replacements during 2014 being on energy saving technologies, with the new vehicles consequently attracting zero road tax. The Group also makes use of in-house video-conferencing facilities to reduce the need for regional meetings. Maintel Europe Limited has ISO14001:2004 accreditation for its environmental management systems.

Outlook

Looking across the Group we feel confident in an outlook for continued organic revenue growth in the coming year. In addition, we remain committed to considering suitable and complementary acquisition opportunities, on the basis that they provide clear value to our shareholders. The Group is well placed to exploit such opportunities with current gearing levels in the business comfortably within the range which the Group is able to support.

In the short term our focus remains on fully integrating the Proximity business into the Maintel Group. Notwithstanding the progress made to date, the board sees the opportunity for further synergies to be realised throughout 2015.

In light of this outlook the board remains committed to its previously stated intention to increase the dividend payout to around 50% of adjusted earnings per share by FY 2015.

On behalf of the board

E Buxton

Chief Executive

6 March 2015

Maintel Holdings Plc

Consolidated statement of comprehensive income

for the year ended 31 December 2014

Maintel Holdings Plc

Consolidated statement of financial position

at 31 December 2014

Maintel Holdings Plc

Consolidated statement of changes in equity

for the year ended 31 December 2014

Maintel Holdings Plc

Consolidated statement of cash flows

for the year ended 31 December 2014

Maintel Holdings Plc

Notes to the preliminary statement

1. Basis of preparation

The financial information set out in these preliminary results does not constitute the company's statutory accounts for 2013 or 2014.

Statutory accounts for the years ended 31 December 2014 and 31 December 2013 have been reported on by the Independent Auditors. The Independent Auditors' Report on the Annual Report and Financial Statements for 2014 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 31 December 2013 have been filed with the Registrar of Companies. The statutory accounts for the year ended 31 December 2014 will be delivered to the Registrar in due course.

2. Accounting policies

The financial information set out in these preliminary results has been prepared using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively Adopted IFRSs). The accounting policies adopted in this results announcement have been consistently applied to all the years presented and are consistent with the policies used in the preparation of the statutory accounts for the period ended 31 December 2014. The principal accounting policies adopted are unchanged from those used in the preparation of the statutory accounts for the period ended 31 December 2013.

3. Segmental information

For management reporting purposes and operationally, the Group consists of three business segments: (i) telecommunications managed service and equipment sales, (ii) telecommunications network services, and (iii) mobile services. Each segment applies its respective resources across inter-related revenue streams which are reviewed by management collectively under these headings. The businesses of each segment and a further analysis of revenue are described under their respective headings in the Strategic report. The Datapoint business is reported under the managed service and equipment division as it is managed and measured as part of that division; Proximity is similarly reported apart from £98,000 of revenue and its associated margin which relates to the network services segment.

Year ended 31 December 2014

Revenue is wholly attributable to the principal activities of the Group and other than sales of £3,291,000 to EU countries and £378,000 to the rest of the world (2013: £973,000 to EU countries; £151,000 rest of the world), arises within the United Kingdom.

Intercompany trading consists of telecommunications services, and recharges of sales, engineering and rent costs, £81,000 (2013: £90,000) attributable to the managed service and equipment segment, £79,000 (2013: £82,000) to the network services segment and £6,000 (2013: £3,000) to the mobile segment.

In 2014 the Group had two customers (2013: two) which accounted for more than 10% of its revenue, one accounting for £5.317m and the other £4.311m (2013: £5.419m and £4.258m).

Year ended 31 December 2013

4. Earnings per share

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

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

In calculating diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential 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. EBITDA

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

6. Dividends

The directors propose the payment of a final dividend for 2014 of 11.6p (2013: 9.0p) per ordinary share, payable on 1 May 2015 to shareholders on the register at 20 March 2015. The cost of the proposed dividend, based on the number of shares in issue as at 6 March 2015, is £1.243m (2013: £961,000).

7. Exceptional costs

Legal and professional fees of £497,000 were incurred in relation to the acquisition of Proximity Communications Limited in October 2014 (2013: £571,000 incurred in relation to the acquisition of the Datapoint companies in September 2013). Redundancy costs of £312,000 have been incurred as a result of synergies achieved following the acquisitions (2013: £120,000). These costs, totalling £809,000 (2013: £691,000), have been shown as exceptional costs in the income statement as they are not normal operating expenses.

8. Business combinations

Proximity

On 24 October 2014 the Company acquired the entire share capital of Proximity Communications Limited at the following provisional aggregate valuations:

Since its acquisition, Proximity has contributed the following to the results of the Group before management charges of £60,000:

Datapoint

On 13 September 2013 the Company acquired the entire share capital of Datapoint Customer Solutions Limited, Datapoint Global Services Limited and Datapoint Communications Limited at the following provisional aggregate valuations:

The fair value adjustment relates to the inventories held by Datapoint at the date of acquisition, revalued to their fair market value.

A further £25,000 of goodwill was recognised in 2014 in respect of a previously unaccrued pre-acquisition liability in Datapoint, resulting in aggregate goodwill of £3.701m.

9. Borrowings

On 24 October 2014 the Group entered into a £13.0m facility agreement with Lloyds Bank plc to support the acquisition of Proximity, replacing its previous facilities with Lloyds. This is split between a £6.0m term loan and a £7.0m revolving credit facility, the latter incorporating a £1.0m overdraft facility. 

The term loan is repayable in quarterly instalments over a 3 year period, the first instalment of £500,000 having been due in December 2014 but not taken by the lender until 9 January 2015. The revolving facility is due for renewal on 24 October 2017 and the overdraft facility, which was not drawn at 31 December 2014, is due for renewal on 1 November 2015.

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 term loan and revolving credit facility at a variable rate of 2.25% per annum over LIBOR, with a reduced rate payable on undrawn facility. Interest is payable on amounts drawn under the overdraft facility at a rate of 2.25% over base rate.

10. Annual report

The annual report and accounts will be posted to shareholders in due course and copies will also be available on the Group's web site www.maintel.co.uk and on request from the Company's registered office at 61 Webber Street, London SE1 0RF.