TIDMCOR

RNS Number : 3579R

CORETX Holdings PLC

21 September 2017

CORETX Holdings plc

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

Unaudited interim results for the six months ended 30 June 2017

CORETX Holdings plc (AIM: COR), the mid-market network, cloud and IT managed services provider, today announces its unaudited interim results for the six months ended 30 June 2017. The results include three months contribution from 365ITMS, which was acquired in April 2017.

Highlights

-- Acquisition of 365ITMS for an enterprise value of GBP5.4m to help drive growth in Collaboration (Unified Comms, Contact Centre and Cloud Hosted Telephony)

   --      Revenues of GBP29.6m (GBP19.2m) representing 54% growth (19% growth on a pro forma basis) 

-- Gross Margins of GBP11.3m (GBP8.1m) representing 40% growth (4% growth on a pro forma basis)

-- Trading EBITDA* of GBP3.0m (GBP2.4m) representing 27% growth (6% growth on a pro forma basis)

-- Adjusted EBITDA** of GBP2.4m (GBP1.6m) representing 59% growth (16% growth on a pro forma basis)

-- Strategic investment of GBP2.0m in 2017 underway, supporting introduction of new products and services, which includes:-

o Commissioning of a new 20,000 sq ft purpose built IL3 certified facility in Dartford to support the expansion of CITADEL (Lifecycle) solutions

o Launch of a range of new Cloud based Voice and Hosted Telephony solutions

o Developing the new PACT Cyber Security business unit

o Expanding the Microsoft practice to take advantage of the market opportunity in Office 365, Skype for Business and Azure related services

o Recruiting specialists to provide consulting services in Voice and Telephony, Cloud Migration, Cyber Security and Lifecycle Management

o Development of pilot solutions for Hybrid Cloud and Cloud Migration to support future growth in Cloud based services

o Modernisation of the CORETX MPLS network to improve resilience and lower ongoing operating costs

o Expansion of the CORETX Learning Cloud to help improve the skills and capabilities of our workforce

   --      365ITMS performing in line with expectations 
   --      Secured 34 new logo customers in H1 2017 
   --      Sales pipeline significantly stronger than this time last year 
   --      24 apprentices now working across the business 

Andy Ross, Chief Executive of CORETX, commented:

"Following the work done in 2016 to establish a stable business platform and position CORETX as a leading player in the mid-market, the main focus in the first half of 2017 has been to build out the portfolio of products and services to allow us to drive better organic growth in the future. We have continued to invest in areas where we believe we can achieve better cross-sell opportunities within our existing customer base, and increase our ability to attract larger new logo customers. This organic growth has been supported in the first half by the acquisition of 365ITMS in April 2017, providing a much stronger position in Collaboration (Unified Comms, Contact Centre, Hosted Voice and Telephony).

We have also continued to invest in our people, expanding the CORETX Learning Cloud to ensure our employees have the right level of technical and managerial expertise and recruiting a number of experienced consultants to help facilitate a much deeper engagement with customers in each of our strategic growth areas of Cloud, Collaboration, Cyber Security and Lifecycle Management.

The sales performance in H1 and the Sales Pipeline are both significantly stronger than this time last year, and I am confident that we are in a better competitive position as we move into the second half of 2017. Demand in H1 2017 for our Private Cloud platform has exceeded that seen in the whole of 2016 and we are also working on a new approach to delivering platform-agnostic Hybrid Cloud solutions for customers.

In January 2017 we announced two large CITADEL (Lifecycle) contract wins with both contracts due to start immediately and run throughout 2017. However, due to circumstances beyond our control, one of these contracts is not due to properly commence until H2 2017 and, whilst this is likely to have a material impact on the current financial year, the contract is expected to now be materially larger than originally anticipated.

Also, in the first half of 2017 we decided to make a strategic investment of GBP750k to build and launch a new business unit called PACT (Protecting Against Cyber Threats) that will deliver a range of cloud based solutions to help customers protect against cyber-crime. We chose to build PACT rather than pay a significant premium to buy an existing Cyber Security services business as we believe this approach will create much better long-term value for shareholders. Encouragingly, we have already secured a number of new logo customer wins and expect the PACT business to continue to grow and become profitable by the end of H1 2018."

Jonathan Watts, Chairman of CORETX, commented:

"Having laid the foundations in 2016 to become a leading supplier in the Managed Services, Cloud and connectivity space to the mid-market the focus in 2017 is to enhance and extend our portfolio of products and services to meet the evolving needs of our customers and in so doing drive better organic growth. This includes long term strategic investment in building Cloud Migration and Management capability, Collaboration, CITADEL and Cyber Security solutions that make us more competitive in the market. It is very encouraging to have signed up 34 new name customers in H1 2017, a higher number than we achieved over the full year in 2016.

Following the strategic acquisition of 365ITMS in April 2017 we are continuing to identify further acquisitions that will potentially strengthen our value propositions to customers and help drive scale. The Board is confident that the progress made in H1 2017 will help to support and deliver increased shareholder value in the coming years."

Note:

* Earnings Before Interest, Tax, Depreciation and Amortisation and excludes transaction and integration costs, charges for share-based payments and plc costs

**Earnings Before Interest, Tax, Depreciation and Amortisation and excludes transaction and integration costs and charges for share-based payments

The information communicated in this announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014.

For further information please contact:

CORETX Holdings plc +44 (0)344 874 1000

Jonathan Watts, Chairman

Andy Ross, Chief Executive Officer

Julian Phipps, Chief Financial Officer

   N+1 Singer (Nominated Advisor and Broker):                                +44 (0)207 496 3000 

James Maxwell

Liz Yong

Alma PR: +44 (0)7780 901979

Josh Royston

Robyn Fisher

Further information on the Company can be found at www.coretx.com.

Consolidated Statement of Comprehensive Income

 
                                             Unaudited     Unaudited        Audited 
                                            Six months    Six months           Year 
                                                 ended         ended          ended 
                                               30 June       30 June    31 December 
                                                  2017          2016           2016 
    Note                                        GBP000        GBP000         GBP000 
 -------------------------------------  --------------  ------------  ------------- 
 Revenue                             3          29,592        19,199         43,422 
 Cost of sales                                (18,313)      (11,151)       (25,580) 
----------------------------------      --------------  ------------  ------------- 
 Gross profit                                   11,279         8,048         17,842 
 Administrative expenses                      (12,730)      (11,361)       (21,638) 
----------------------------------      --------------  ------------  ------------- 
 Operating loss                                (1,451)       (3,313)        (3,796) 
----------------------------------      --------------  ------------  ------------- 
 Analysed as: 
 Adjusted EBITDA*                                2,433         1,629          4,902 
 
 Exceptional items                   4           (447)       (2,101)        (2,950) 
 
 Depreciation of property, 
  plant and equipment                          (1,426)         (995)        (2,461) 
 Amortisation of intangible 
  assets                                       (1,955)       (1,753)        (3,079) 
 Loss on disposal of 
  fixed assets                                       -          (60)          (117) 
 Charges for share 
 based payments                                   (57)          (33)           (91) 
 
 Net financial (costs)                           (149)         (126)          (301) 
 
 (Loss)/profit before 
  taxation                                     (1,601)       (3,439)        (4,097) 
 Income tax                                        306           232            658 
----------------------------------      --------------  ------------  ------------- 
 (Loss)/profit for the 
  period from continuing 
  operations attributable 
  to owners of the parent 
  company                                      (1,295)       (3,142)        (3,439) 
 (Loss)/profit for the 
  period from discontinued                           -          (65)              - 
  operations attributable 
  to owners of the parent 
  company 
----------------------------------      --------------  ------------  ------------- 
 (Loss)/profit for the 
  period after taxation                        (1,295)       (3,207)        (3,439) 
----------------------------------      --------------  ------------  ------------- 
 Other comprehensive 
  income: 
 Items that are or may 
  be classified subsequently 
  to profit or loss: 
  Foreign exchange translation 
  differences - equity 
  accounted investments                              2            36             38 
----------------------------------      --------------  ------------  ------------- 
 (Loss)/profit for the 
  period and total comprehensive 
  income all attributable 
  to equity holders of 
  the parent                                   (1,293)       (3,171)        (3,401) 
----------------------------------      --------------  ------------  ------------- 
 Basic and diluted earnings 
  per share 
 Basic (pence per share)                        (0.66)        (1.83)         (1.88) 
 Diluted (pence per 
  share)                                        (0.66)        (1.83)         (1.88) 
----------------------------------      --------------  ------------  ------------- 
 
 

* Earnings from continuing operations before interest, tax, depreciation, amortisation, goodwill impairment, share based payments, increase in derivative financial instruments and exceptional costs

Consolidated Statement of Financial Performance

 
                                               Unaudited   Unaudited        Audited 
                                                 30 June     30 June    31 December 
                                                    2017        2016           2016 
                                                  GBP000      GBP000         GBP000 
-------------------------------   ----------------------  ----------  ------------- 
 Non-current assets 
 Intangible assets                                26,164      60,347         28,045 
 Goodwill                                         37,432      12,359         32,256 
 Property, plant and equipment                    13,441       5,425         13,677 
 Deferred taxation                                     -         282              - 
 Financial and other assets                           88          95             85 
--------------------------------  ----------------------  ----------  ------------- 
                                                  77,126      78,508         74,063 
 -------------------------------  ----------------------  ----------  ------------- 
 Current assets 
 Trade and other receivables                      15,611      10,297          8,918 
 Cash and cash equivalents                           336         468          1,132 
                                                  15,947      10,765         10,050 
 -------------------------------  ----------------------  ----------  ------------- 
 Total assets                                     93,073      89,273         84,113 
--------------------------------  ----------------------  ----------  ------------- 
 Current liabilities 
 Bank overdraft                                      767       1,962              - 
 Trade and other payables                         12,204       8,077          9,036 
 Deferred income                                   7,393       4,895          5,663 
 Taxation                                              -         308              9 
 Finance lease obligations                           507       1,129            764 
 Derivative financial                                  -         559              - 
  instruments 
 Provisions                                        1,684       1,302          2,323 
                                                  22,555      18,232         17,795 
 -------------------------------  ----------------------  ----------  ------------- 
 Non-current liabilities 
 Borrowings                                        8,175       3,500          5,411 
 Finance lease obligations                           297         255            322 
 Deferred tax liabilities                          6,199      12,127          6,503 
 Provisions                                          666       2,064            666 
                                                  15,337      17,946         12,902 
 -------------------------------  ----------------------  ----------  ------------- 
 Total liabilities                                37,892      36,178         30,697 
--------------------------------  ----------------------  ----------  ------------- 
 Net assets                                       55,181      53,095         53,416 
--------------------------------  ----------------------  ----------  ------------- 
 
 Equity attributable to 
  equity holders of the 
  parent 
 Called up share capital                           5,018       4,773          4,773 
 Share premium account                            35,439      32,191         32,684 
 Other reserves                                    (128)       (132)          (130) 
 Retained earnings                                14,852      16,263         16,089 
--------------------------------  ----------------------  ----------  ------------- 
 Total equity                                     55,181      53,095         53,416 
--------------------------------  ----------------------  ----------  ------------- 
 

Consolidated Statement of Changes in Equity

 
                             Share      Share    Retained        Foreign 
                           capital    premium    earnings       currency     Total 
                                                             translation 
                                                                 reserve 
                            GBP000     GBP000      GBP000         GBP000    GBP000 
-----------------------  ---------  ---------  ----------  -------------  -------- 
 At 1 January 
  2016                       1,780          -      19,437          (168)    21,049 
 Total comprehensive 
  income for the 
  period 
 Loss for the 
  period                         -          -     (3,207)              -   (3,207) 
  Exchange rate 
   differences                   -          -           -             36        36 
 Transactions 
  with owners recorded 
  directly in equity 
  Share issue, 
   net of issue 
   costs 
  Acquisition of 
   Selection                           26,814           -              -    29,314 
  Acquisition of 
   C4L                       2,500        372           -              -       406 
  Issue of warrants             34      5,504           -              -     5,963 
  Share based payments         459      (499)           -              -     (499) 
                                 -          -          33              -        33 
                                 - 
-----------------------  ---------  ---------  ----------  -------------  -------- 
 
 At 30 June 2016             4,773     32,191      16,263          (132)    53,095 
 Total comprehensive 
  income for the 
  period 
 Loss for the 
  period                         -          -       (232)              -     (232) 
  Exchange rate 
   differences                   -          -           -              2         2 
 Transactions 
  with owners recorded 
  directly in equity 
  Share issues 
  Share based payments           -        493           -              -       493 
                                 -          -          58              -        58 
-----------------------  ---------  ---------  ----------  -------------  -------- 
 
 At 31 December 
  2016                       4,773     32,684      16,089          (130)    53,416 
 Total comprehensive 
  income for the 
  period 
 Loss for the 
  period                         -          -     (1,295)              -   (1,295) 
 Exchange rate 
  differences                    -          -           -              2         2 
 Transactions 
  with owners recorded 
  directly in equity 
  Acquisition of 
   365ITMS 
  Share based payments         245      2,755           -              -     3,000 
                                 -          -          58              -        58 
-----------------------  ---------  ---------  ----------  -------------  -------- 
 
 At 30 June 2017             5,018     35,439      14,852          (128)    55,181 
-----------------------  ---------  ---------  ----------  -------------  -------- 
 

Consolidated Cash Flow Statement

 
                                            Unaudited     Unaudited        Audited 
                                           Six months    Six months           Year 
                                                ended         ended          ended 
                                              30 June       30 June    31 December 
                                                 2017          2016           2016 
                                               GBP000        GBP000         GBP000 
--------------------------------------   ------------  ------------  ------------- 
 (Loss) for the period                        (1,295)       (3,207)        (3,439) 
 Adjustments for: 
 Depreciation of property, 
  plant and equipment                           1,426           995          2,461 
 Amortisation of intangible 
  assets                                        1,955         1,753          3,079 
 Net financial costs                              149           126            301 
 Equity settled share-based 
  payment expenses                                 58            33             91 
 Derivative financial                               -            60              - 
  instrument expenses 
 Taxation                                       (306)         (232)          (658) 
 Gain on disposal of property, 
  plant and equipment                               -             -            117 
 Other reserve movements                            2            36             38 
---------------------------------------  ------------  ------------  ------------- 
                                                1,989         (436)          1,990 
 (Increase)/decrease in 
  trade and other receivables                 (6,693)       (4,211)        (3,559) 
 Increase/(decrease) in 
  trade and other payables                      4,898            61            787 
 Decrease in provisions                         (639)         (614)        (1,496) 
                                                (445)       (5,200)        (2,278) 
 Net corporation tax (paid)/recovered             (9)          (30)          (151) 
 Net cash from operating 
  activities                                    (454)       (5,230)        (2,429) 
---------------------------------------  ------------  ------------  ------------- 
 Cash flow from investing 
  activities: 
 Interest received 
  Acquisition of 365ITMS,                           -             7              - 
  net of cash acquired                        (3,682)             -              - 
 Acquisition of Selection, 
  net of cash acquired                              -      (34,233)       (34,233) 
 Acquisition of C4L, net 
  of cash acquired                                  -      (14,291)       (14,291) 
 Acquisition of plant 
  and equipment                               (1,190)         (904)        (2,601) 
 Acquisition of other 
  long term assets                                  -             -           (17) 
 
 Proceeds from sale of                              -             -              - 
  property, plant and equipment 
--------------------------------------   ------------  ------------  ------------- 
 Net cash (used in)/from 
  investing activities                        (4,872)      (49,421)       (51,142) 
---------------------------------------  ------------  ------------  ------------- 
 Cash flows from financing 
  activities: 
 Share issue, net of share 
  issue costs                                   3,000        29,314         29,308 
 Proceeds from borrowings, 
  net of expenses                               1,300         3,402          5,392 
 Repayment of loans and 
  other borrowings                              (125)       (1,494)        (1,494) 
 Repayment of finance 
  lease obligations                             (282)         (684)          (982) 
 Net Interest paid                              (130)         (129)          (290) 
 Acquisition of financial                           -          (21)              - 
  and other non-current 
  assets 
--------------------------------------   ------------  ------------  ------------- 
 Net cash from/(used in) 
  financing activities                          3,763        30,388         31,934 
---------------------------------------  ------------  ------------  ------------- 
 
 Net (decrease)/increase 
  in cash and cash equivalents                (1,563)      (24,263)       (21,637) 
 Cash and cash equivalents 
  at beginning of period                        1,132        22,769         22,769 
 
 Cash and cash equivalents 
  at end of period                              (431)       (1,494)          1,132 
---------------------------------------  ------------  ------------  ------------- 
 

Notes to the half-yearly financial information

1. Basis of preparation

The condensed consolidated interim financial information for the six month period ended 30 June 2017 and 30 June 2016 is unaudited. This statement has not been reviewed by the Company's auditor. This condensed consolidated interim financial information was approved by the Board of Directors and authorised for issue on 12 September 2017. A copy of this half-yearly financial report is available on the Company's website at www.coretx.com

The Company is a public limited liability company incorporated and domiciled in Scotland. The address of its registered office is 24 Dublin Street, Edinburgh EH1 3PP. The Company is listed on the AIM market of the London Stock Exchange.

CORETX and its subsidiaries have not applied IAS 34, 'Interim Financial Reporting' as adopted by the European Union, which is not mandatory for UK AIM listed companies, in the preparation of this half-yearly financial report.

This condensed consolidated interim financial information for the six month period ended 30 June 2017 therefore does not comply with all the requirements of IAS 34, 'Interim Financial Reporting' as adopted by the European Union. The consolidated interim financial information should be read in conjunction with the annual financial statements of the Company as at and for the year ended 31 December 2016, which were prepared in accordance with IFRS as adopted by the European Union.

This condensed consolidated interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2016 were approved by the Board of Directors on 4 April 2017 and delivered to the Registrar of Companies. The report of the auditor was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

Accounting policies

The accounting policies used in the preparation of the condensed consolidated interim financial information for the six months ended 30 June 2017 are in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS") as adopted by the European Union and are consistent with those that will be adopted in the annual statutory financial statements for the year ended 31 December 2017.

While the financial information included has been prepared in accordance with the recognition and measurement criteria of IFRS, as adopted by the European Union, these financial statements do not contain sufficient information to comply with IFRSs.

The Group notes that IFRS15 Revenue from Contracts with Customers is to be adopted for all accounting periods beginning on or after 1 January 2018. At this time, it remains impractical to provide a reasonable estimate in relation to the effect of IFRS 15 until a detailed review has been completed. During H2, the group will perform a detailed analysis to assess the impact of any changes to revenue recognition policies to the transfer of control concept under IFRS 15. The Directors do not expect the revenue recognised to be materially different to the revenue currently reported.

Exceptional items

Items which are material because of their size or nature and which are non-recurring are highlighted separately on the face of the income statement. The separate reporting of exceptional items helps provide a better picture of the Company's underlying performance. Items which may be included within the exceptional category include:

-- spend on the integration of significant acquisitions and the other major restructuring programmes;

   --      significant goodwill or other asset impairments; and 
   --      other particularly significant or unusual items. 

Spend on integration is incurred by the Group when integrating one trading business into another. The types of costs include employment related costs of staff being made redundant as a consequence of integration, due diligence costs, property costs such as lease termination penalties and vacant property provisions, third party advisor fees and rebranding costs.

Exceptional items are excluded from the headline profit measures used by the Group and are highlighted separately in the income statement as management believe that they need to be considered separately to gain an understanding the underlying profitability of the trading businesses.

For further details, please refer to note 4.

Going concern

The condensed consolidated interim financial information has been prepared on a going concern basis.

The Directors have prepared cash flow forecasts for the Group following its acquisition of 365ITMS Limited, including sensitivity analysis on key assumptions. These forecasts show that the Group expects to meet its liabilities from cash resources, taking into account all risks and uncertainties.

As a result, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors consider that the adoption of the going concern basis is appropriate.

2. Business combinations

365 ITMS

On 5 April 2017, the Company acquired the entire issued share capital of 365 ITMS Limited and its subsidiary entities ("365ITMS"), a United Kingdom based IT support and services provider, with over 400 active customers. The enterprise value of 365ITMS was GBP5.4 million, paid as GBP0.9 million in cash (net), GBP3.0 million in new ordinary shares in the Company at a price of 30.5p and the assumption of a GBP1.5m debt facility.

The Directors' assessment of the assets acquired and liabilities assumed have not been completed at the time of these interim results. The Directors have allocated provisional fair values in preparing these results.

From the date of acquisition to 30 June 2017, 365ITMS recorded revenue of GBP3.1 million and a loss before tax of GBP7k. Assuming the combination had taken place at the beginning of the year, the interim reported revenue from 365ITMS would have been GBP7.0 million and the loss before taxation would have been GBP59k.

Acquisition costs were GBP0.3 million.

The total provisional goodwill and intangible assets arising from the acquisition is the difference between the fair value of the consideration less the provisional value of the assets acquired.

 
                                    365 ITMS 
 Provisional value                    GBP000 
------------------------------     --------- 
 Fair value of purchase 
  consideration                        5,400 
 Less fair value of assets 
  acquired: 
 Property plant and equipment          (303) 
 Trade receivables                   (3,087) 
 Other debtors                       (1,612) 
 Cash                                (1,003) 
 Trade payables                        1,505 
 Other liabilities                     6,787 
---------------------------------  --------- 
 Goodwill and intangibles              7,687 
---------------------------------  --------- 
 
 
 
 
   The consideration was                           Total 
   satisfied as follows: 
                                                  GBP000 
-------------------------------  ---  ---  ---  -------- 
 Cash on completion                                1,600 
 Equity                                            3,000 
  Total consideration                              4,600 
  Assumption of debt                               1,500 
  Less: cash balances acquired                     (700) 
----------------------------------------------  -------- 
 Enterprise value                                  5,400 
----------------------------------------------  -------- 
 

The Directors have provisionally assessed the business acquired to identify any intangible assets. Customer contracts and the 5i trademark for channel business meet the criteria for recognition as intangible assets, as they are separable from each other and have a measurable fair value, being the amount for which an asset would be exchanged between knowledgeable and willing parties in an arm's length transaction. Goodwill was identified following the recognition of deferred tax liabilities on the customer contracts and trademark brand, under the provisions of IAS 12, 'Income Taxes'.

For customer contracts, the fair value of the intangible assets was provisionally calculated using the discounted cash flows arising from the top 30 direct customer contract base. Customer retention was assumed to be 90% based on past experience.

For the 5i trademark, the fair value of the intangible assets was provisionally calculated using the discounted cash flows arising from the channel business. Channel partner retention was assumed to be 80% based on past experience.

3. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been identified as the Group Chief Executive and the Chief Financial Officer.

The Group Chief Executive and the Chief Financial Officer are jointly responsible for resource allocation and assessing the performance of the operating segments. The operating segments are defined by distinctly separate product offerings or markets. The CODMs assesses the performance of the operating segments based on a measure of revenue and gross profit.

The following table presents revenue and gross profit in respect of the Group's operating segment for the six months ended 30 June 2017:

Unaudited for the six month period ended 30 June 2017

 
 Continuing operations                    Managed Services   Cloud Hosting   Networks   Projects    Central      Total 
                                                    GBP000          GBP000     GBP000     GBP000     GBP000     GBP000 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 
 Revenue                                            10,265           5,529      6,079      7,719          -     29,592 
 Cost of Sales                                     (6,592)         (3,085)    (3,707)    (4,929)          -   (18,313) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Gross profit/(loss)                                 3,672           2,444      2,372      2,790          -     11,279 
 Administrative expenses                                 -               -          -          -   (12,730)   (12,730) 
 Operating profit/(loss)                             3,672           2,444      2,372      2,790   (12,730)    (1,451) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Analysed as: 
 Adjusted EBITDA*                                    3,672           2,444      2,372      2,790    (8,845)      2,433 
 Equity settled share-based payments                     -               -          -          -       (57)       (57) 
 Depreciation                                            -               -          -          -    (1,426)    (1,426) 
 Amortisation of intangible assets                       -               -          -          -    (1,955)    (1,955) 
 Exceptional costs                                       -               -          -          -      (447)      (447) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Net financial costs                                     -               -          -          -      (149)      (149) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Profit/(loss) before taxation                       3,672           2,444      2,372      2,790   (12,879)    (1,601) 
 Tax on profit/(loss) on ordinary 
  activities                                             -               -          -          -        306        306 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Profit/(loss) for the period after 
  taxation                                           3,672           2,444      2,372      2,730   (12,573)    (1,295) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Unaudited for the six month period ended 30 June 2016 
 Continuing operations                    Managed Services   Cloud Hosting   Networks   Projects    Central      Total 
                                                    GBP000          GBP000     GBP000     GBP000     GBP000     GBP000 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 
 Revenue                                             6,872           5,055      4,316      2,956          -     19,199 
 Cost of Sales                                     (3,852)         (2,352)    (3,007)    (1,940)          -   (11,151) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Gross profit/(loss)                                 3,020           2,703      1,309      1,016          -      8,048 
 Administrative expenses                                 -               -          -          -   (11,361)   (11,361) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Operating profit/(loss)                             3,020           2,703      1,309      1,016   (11,361)    (3,313) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Analysed as: 
 Adjusted EBITDA*                                    3,020           2,703      1,309      1,016    (6,419)      1,629 
 Equity settled share-based payments                     -               -          -          -       (33)       (33) 
 Increase in derivative financial 
  instruments                                            -               -          -          -       (60)       (60) 
 Depreciation                                            -               -          -          -      (995)      (995) 
 Amortisation of intangible assets                       -               -          -          -    (1,753)    (1,753) 
 Exceptional costs                                       -               -          -          -    (2,101)    (2,101) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Net financial costs                                     -               -          -          -      (126)      (126) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Profit/(loss) before taxation                       3,020           2,703      1,309      1,016   (11,487)    (3,439) 
 Tax on profit/(loss) on ordinary 
  activities                                             -               -          -          -        232        232 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 Profit/(loss) for the period after 
  taxation                                           3,020           2,703      1,309      1,016   (11,190)    (3,142) 
---------------------------------------  -----------------  --------------  ---------  ---------  ---------  --------- 
 

* Earnings from continuing operations before interest, tax, depreciation, amortisation, goodwill impairment, share based payments, increase in derivative financial instruments and exceptional costs

Administrative expenses are not allocated against operating segments in the Company's internal reporting. The statement of financial position is not allocated between Managed Services, Cloud Hosting, Networks, Projects and Central in the Company's internal reporting.

4. Exceptional costs

In accordance with the Group's policy in respect of exceptional costs, the following charges were incurred:

 
                                      Unaudited     Unaudited        Audited 
                                            Six    Six months           Year 
                                         months         ended          ended 
                                          ended       30 June    31 December 
                                        30 June          2016           2016 
                                           2017 
                                         GBP000        GBP000         GBP000 
----------------------------------   ----------  ------------  ------------- 
 Restructuring and reorganisation 
  costs                                     182         1,207          2,056 
 Acquisition costs                          265           894            894 
                                            447         2,101          2,950 
 ----------------------------------  ----------  ------------  ------------- 
 
 
 Continuing operations       447   2,036   2,885 
 Discontinued operations       -      65      65 
--------------------------  ----  ------  ------ 
                             447   2,101   2,950 
 -------------------------  ----  ------  ------ 
 

5. Earnings per share

 
                                      Unaudited     Unaudited        Audited 
                                     Six months    Six months           Year 
                                          ended         ended          ended 
                                        30 June       30 June    31 December 
                                           2017          2016           2016 
                                         GBP000        GBP000         GBP000 
------------------------------   --------------  ------------  ------------- 
 (Loss) for the period                  (1,295)       (3,207)        (3,439) 
 Addback: 
 Net financial costs/(income)               149           126            301 
 Taxation                                 (306)         (232)          (658) 
 Equity settled share-based 
  payment expenses                           57            33             91 
 Loss on disposal of 
  property, plant & equipment                 -            60            117 
 Depreciation of property, 
  plant and equipment                     1,426           995          2,461 
 
 Amortisation of intangible 
  assets                                  1,955         1,753          3,079 
 
 Exceptional costs                          447         2,101          2,950 
-------------------------------  --------------  ------------  ------------- 
 Adjusted EBITDA*                         2,433         1,629          4,902 
-------------------------------  --------------  ------------  ------------- 
 
                                        30 June       30 June    31 December 
                                           2017          2016           2016 
------------------------------   --------------  ------------  ------------- 
 Weighted average number 
  of shares                         195,599,956   175,228,614    183,108,493 
 Diluted weighted average 
  number of shares                  209,076,787   185,585,058    194,909,006 
-------------------------------  --------------  ------------  ------------- 
 Basic (loss)/earnings 
  per share (pence)                      (0.66)        (1.83)         (1.88) 
 Diluted (loss)/earnings 
  per share (pence)                      (0.66)        (1.83)         (1.88) 
 Basic adjusted EBITDA* 
  per share (pence)                        1.24          0.93           2.68 
 Diluted adjusted EBITDA* 
  per share (pence)                        1.16          0.88           2.52 
-------------------------------  --------------  ------------  ------------- 
 

* Earnings from continuing operations before interest, tax, depreciation, amortisation, goodwill impairment, share based payments, increase in derivative in financial instruments and exceptional costs

The measure of EBITDA per share, as calculated above, is a non-statutory measure, which we believe is useful to investors and is commonly used by the market in monitoring similar businesses.

6. Subsequent events

On 11 July 2017, the UK Intellectual Property Enterprise Court ("IPEC") ruled that the CORETX brand infringed a pre-existing mark. At a hearing of IPEC on 31 July, the Company informed IPEC of its intention to seek permission from the Court of Appeal to appeal against the judgement. The Directors do not expect this to have an impact on this or future years' expectations.

On 31 July 2017, MXC Capital Markets LLP ("MXC") resigned as Financial Adviser to the Company, as the Company is now well positioned to become a leading provider of Cloud and Managed IT Services to the UK mid-market. Andy Ross, CEO, has also, by mutual consent, stepped down from his position as an operating partner at MXC to concentrate solely on his role in the Company.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR DBLFLDKFLBBD

(END) Dow Jones Newswires

September 21, 2017 02:00 ET (06:00 GMT)

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