Interim Results

27 March 2017

AIM: KBT

K3 BUSINESS TECHNOLOGY GROUP PLC

("K3" or "the Group" or "the Company")

Provider of industry specific mission-critical software (owned and third party), hosted solutions and managed services to the retail, manufacturing and distribution sectors

Interim results for the six months to 31 December 2016

KEY POINTS

Financial

· Significant operational progress made but results impacted by deal slippage and overhead investment

· Revenues of £42.97m (2015: £42.29m)

- software licence sales of £4.41m (2015: £6.88m)

- recurring revenue of £21.22m (2015: £19.72m) with margins at 70.7% (2015: 70.0%) - accounted for c.49.4% of total revenue (2015: 46.6%)

- services revenue of £14.01m (2015: £13.19m)

· Gross margin generated by K3 intellectual property ("IP") increased by 21.7% to £7.58m (2015: £6.26m)

· Adjusted PBT1 of £0.03m (2015: £4.72m) - mainly reflected reduced software licence sales/ Reported PBT of £(4.24)m (2015: £2.28m)

· Adjusted EPS2 of (0.4)p (2015: 12.0p) / Reported EPS of (9.6)p (2015: 5.9p)

· Net debt of £12.51m (2015: £10.45m)

Operational

· Major reorganisation programme implemented:

- streamlined management structure will promote better cross-selling of products and services

- non-recurring cost of £2.74m but annualised benefits are expected to exceed this cost

· Continuing focus on driving sales of products with significant own intellectual property, and cloud hosting and managed services offering

· Post period - major new order won with British Heart Foundation worth over £2.00m

· Pipeline of potential new deals remains strong at £82.0m (2015: £56.5m)

· Board remains confident in Group's growth prospects, with delayed deals now starting to come through, and is focused on driving cash generation and further efficiencies

David Bolton, Chairman, said:

"K3's trading performance in the first half is in line with revised management expectations but not as strong as originally expected. Profitability was impacted by sales slippage in the key December selling period, as well as by overhead investment. However we are pleased to report that we are now seeing deals we had expected to close come through, including a major contract with the British Heart Foundation. 

"We made strategically important changes to the Group's operating structure in the period. These have created a more streamlined platform for ongoing growth and will enable us to better capitalise on opportunities, including greater cross-selling.

We believe that prospects remain very promising, with the pipeline standing at a record level. We expect to make good progress with our growth plans and look forward to providing a further update in due course."

Enquiries:

Notes:

CHAIRMAN'S STATEMENT

OVERVIEW

K3's trading performance in the first half is in line with revised management expectations but, as previously reported, it is not as strong as originally expected. The anticipated sales in December which, together with June, is typically a key selling period, did not come through, with order slippage across both our Retail and Manufacturing & Distribution activities. We believe the lengthening sales cycle that we have seen in major orders reflected industry-wide pressures. In particular, the shift towards cloud delivery, away from on-premise technology, is lengthening the decision-making process by customers. While this transition to cloud-based consumption licensing benefits us in the long term, particularly with customer 'stickiness' and life-time values, it also creates near term challenges.

The shortfall in expected software deals, as well as overhead investment, largely accounted for the reduction in adjusted profit from operations*1 to £0.45m (2015: £5.11m) on revenues of £42.97m (2015: £42.29m). Services margins also reduced as we used external resource to implement the strong level of orders closed in June 2016.

While we did not sign the expected level of new contracts in the period, we are pleased to report that the pipeline of order prospects nonetheless remains strong at £82.0m (2015: £56.0m). Very encouragingly, we are also seeing deals we had expected to close in the period, now coming through. These include a major deal with the British Heart Foundation, secured through our retail sales team, initially worth over £2.0m.

The evolution of the Group towards a new model of higher 'own IP' sales is progressing well. It is encouraging that gross margins generated by K3's own IP increased by 21.7% in the period to £7.58m. We are also continuing to invest in widening our sales channels for our own IP through global channel partner relationships.

We are pleased with the increase in recurring revenues, which rose by 7.6% to £21.22m (2015: £19.72m), helped by both inorganic and organic growth. These sales continue to account for approximately half the Group's overall income and are derived from annual software licence renewals, support contracts and hosting. Our margin on recurring revenue also increased to 70.7% from 70.0%.

The new management team, led by CEO, Adalsteinn Valdimarsson, who assumed his role in October, made strategically important changes to the Group's operational structure in the period. As previously announced, these changes have been implemented to create a more streamlined platform for ongoing growth and to enable us to better capitalise on opportunities. These include more effective cross-selling of our products across our 3,700 strong customer base. The key changes in this reorganisation programme are now largely complete and have resulted in a one-off cost of approximately £2.7m, which has been recognised in this period. However the synergy benefits are expected to exceed this cost on an annualised basis.

The tighter focus on cross-selling and simplified organisational structure has resulted in our largest ever combined AX delivery and hosted customer, Fortnum & Mason. We are also seeing our Global Accounts (IKEA franchisees) take up additional K3 solutions and services. We have developed a 'Next Generation' platform, combining IP from the DdD acquisition with our existing integration platform, which will support our entire product offering. We are currently piloting it with a major European fashion retailer.

Our combined hosting and managed services operation, Starcom, is performing well and contributed sales of £5.11m (2015: £5.41m) and adjusted profit from operations*2 of £0.30m (2015: £0.49m). This is after the loss of MyLocal, which went into administration last year, and despite the impact of deal slippage. We are focusing on driving Starcom sales especially though cross-selling. The Fortnum & Mason contract was the second largest order for our cloud hosting and managed services business and there are further contracts being implemented in the coming months with both new and existing customers.

While the slippage in orders in the first half has been disappointing, we believe that prospects for the Group remain very promising. We have a clear vision for ongoing product development and have invested in the business to better capture opportunities. The closing of the major contract with the British Heart Foundation, as well as a good level of smaller wins with SMEs since the period end, is especially encouraging and helps to underpin prospects for the second half.

FINANCIAL RESULTS

*Recurring revenue: software maintenance renewals, support contracts, and hosting & managed services

K3 Intellectual Property

We highlight the revenue generated by K3's own IP below, which is included in the revenues above.

i) K3 Product Licence revenue includes initial and annual software licences.

ii) K3 Product Related revenue represents the additional identifiable revenues which flow directly from our K3 Product sales.

For the six months to 31 December 2016, revenues totalled £42.97m (2015: £42.29m). Recurring revenues, from software maintenance renewals, support contracts, hosting and managed services, accounted for almost half this income at 49.4% (2015: 46.6%) and increased by 7.6% to £21.22m (2015: £19.72m), boosted by the acquisition of DdD in April 2016. Services revenue was up 6.2% to £14.01m (2015: £13.19m), reflecting strong activity levels after the excellent close to the last financial year although gross margin was lower. Software licence sales reduced to £4.41m (2015: £6.88m), against softer trading conditions.

Reflecting lower software licence sales and reduced service margins, gross margin decreased by 4.4% to £22.48m (2015: £23.52m) and the gross percentage margin was 52.3% (2015: 55.6%). Services margins were affected by the requirement to resource externally for implementations. However, the gross margin on recurring income rose by 8.5% to £14.99m, benefiting from the higher margin on our hosting and managed services businesses. Overhead costs*3 increased in the short term to £22.0m (2015: £18.4m), as we invested in the DdD and Merac acquisitions and in our channel partner strategy. We expect overhead costs to reduce materially as the impact of previous and new initiatives feed through.

The operational reorganisation, announced in the autumn of 2016, resulted in a non-recurring cost of approximately £2.74m (2015: £0.85m). As previously reported, the annualised benefits are likely to exceed this cost. While the major elements of the restructuring were completed in the first half, we will continue to look for cost efficiencies.

Adjusted profit from operations*1 was £0.45m (2015: £5.11m), which mainly reflected deal slippage and overhead investment. Adjusted profit before tax*4 decreased to £0.03m (2015: £4.72m) and adjusted loss per share*5 was (0.4)p (2015: earnings of 12.0p).

Reported loss before tax was £4.24m (2015: profit before tax of £2.28m) and the basic loss per share was 9.6p (2015: earnings of 5.9p). There was a net tax credit for the period of £0.81m (2015: charge of £0.41m) after the benefit of a £0.21m deferred tax credit (2015: £0.14m).

Cash flow and banking

During October 2016 the Group completed a refinancing programme to take advantage of favourable interest rates. Cash flow from operations was £1.21m (2015: £4.97m) reflecting lower adjusted profit from operations*1 and the operational reorganisation. Working capital inflows were solid at £1.54m (2015: outflow £0.95m) reflecting management focus on working capital and cash creation. Our focus on cash conversion has had renewed vigour with the working capital movements in the cash flow £2.5m favourable to H1 last year. Net debt at 31 December 2016 stood at £12.51m (2015: £10.45m).

The expenditure on capitalised development increased to £2.68m (2015: £2.17m) as we continued to execute our strategy of building our own product IP. Expenditure on fixed assets was lower at £0.29m (2015: £0.57m) and consideration on acquisitions amounted to £1.21m (2015: £0.03m).

The net cash outflow for finance expenses increased to £0.70m (2015: £0.39m) as a result of charges associated with the re-financing.

DIVIDEND

In line with the Group's dividend policy, no interim dividend will be declared but the Directors intend to propose a progressive final dividend.

BOARD CHANGES

As previously announced, we were pleased to welcome Adalsteinn Valdimarsson as Chief Executive Officer on 1 October 2016. Adalsteinn joined K3 in July 2016 as a Non-executive Director and has over 20 years' experience in the software sector. He has founded and led the expansion of a number of product-based software companies and also has significant experience in retail software and of the Microsoft Dynamics platform. We also made a number of senior management team changes, including the appointment of Robert Price as Chief Financial Officer in October 2016. Robert replaced Brian Davis whom we take this opportunity to thank for his dedicated contribution over the last nine years.

As Adalsteinn assumed his new role, I became Chairman and Lars-Olof Norell, previously Chairman, become a Non-executive Director. Lars-Olof will be retiring from the Board on 31 May and, ahead of this, we would like to thank him for his contribution to K3. We would also like to welcome Stuart Darling to the Board as a Non-executive Director from 3 April. Stuart has extensive senior level financial and commercial experience in the technology sector and with growing companies.

CHANGE OF FINANCIAL YEAR END

Given the Company's strong seasonal trading patterns, with December and June representing key selling months, the Board is considering changing the Company's financial year end in order to provide shareholders with greater visibility on year end results. An announcement will be made in due course about this decision.

OUTLOOK

While the trading environment in the first half resulted in contract slippages and therefore a shortfall in the Group's trading performance, the pipelines across the Group continue to build and we are now starting to see major deals close. We continue to invest in product and have also completed important strategic changes that will better position K3 to capitalise on its opportunities. We expect to make good progress with our growth plans despite the soft first half.

As we have previously reported, we are evolving K3 so that an increasing proportion of the Group's sales will comprise higher margin own IP product and will be cloud-delivered. We also continue to view channel partners as an important route to market. All these initiatives will drive the quality of the Group's earnings.

While the market shift towards cloud-based subscription models, away from the traditional on-premise model, is causing some disruption to the sales cycle, the lifetime value of such contracts has the potential to be significantly higher and K3 is well placed to benefit as a result.

Overall, we are confident of K3's growth opportunities and will remain focused on cost efficiencies and cash generation, and on driving cross-Group synergies and capitalising on our own IP.

David Bolton

Chairman

27 March 2017

Operational Review

RESULTS OVERVIEW BY INDUSTRY SECTOR

The operational results for the Group are summarised by industry sector as follows:

RETAIL ACTIVITIES

Results Overview

*Recurring revenue: from software maintenance renewals, support contracts, and hosting and managed services.

Intellectual Property

K3 Retail's own IP, which is included in the revenues above, is:

Retail Performance

Our Retail operations generated increased sales of £20.94m (2015: £19.72m). This was below expected levels, with high margin software licence sales significantly reduced at £2.51m (2015: £4.50m). This also largely accounted for the adjusted loss from operations*6 of £0.79m (2015: profit of £2.51m). While customer demand remained very healthy, the general shift in the marketplace towards the consumption/subscription model (illustrated by Microsoft releasing the latest version of AX initially only via the cloud) has slowed customer decision-making and the expected level of major contract agreements in the key selling period to December 2016 did not materialise. However, major deals remain in the pipeline, which is up by 80% year-on-year to £47m (2015: £26m and we are seeing encouraging signs of deals coming through including the major new contract with the British Heart Foundation, worth initially in excess of £2,0m, which covers over 700 retail outlets.

Services sales were higher year-on-year at £8.12m (2015: £7.68m) following very successful sales in June 2016, which included major contracts with Selco, Fortnum & Mason and Ann Summers. However, gross margin decreased to 23.9% (2015: 30.5%), with this mainly resulting from the need to use external contracting resource for implementations.

Recurring revenues increased to £7.66m (2015: £6.20m), partly reflecting the benefits of the acquisitions of Merac (in July 2016) and of DdD (in April 2016), both of which are performing well.

A key focus remains on our own IP and delivering the full potential of our "ax l is fashion" and "Pebblestone fashion" products. Revenue attributable to our own IP increased by 42.0% to £10.82m year-on-year (2015: £7.62m). Our own IP content also drove the increase in gross margins on software licence sales. These rose to 74.6% from 69.6%. We are continuing to invest in our channel partner strategy.

In the second quarter we signed our largest hosting contract on the back of a previous AX software sale. This re-enforces our belief that there are significant synergies to capitalise on across the Group as we sell our solution suites to customers.

Our business with IKEA continued to be strong in the period, with a good mix of software licence sales, support and services revenues from Inter IKEA and the concept franchisees. We are also exploring opportunities to leverage our relationship with these Global Accounts and are encouraged to see them adopt some of our wider K3 solutions and services.

Our SME-focused businesses are performing well and in line with management expectations. Sales included the first point-of-sale solution in Antarctica with the British Antarctic Survey in September. The DdD and Merac acquisitions are performing well, and we are investing in DdD's 'born in the cloud' IP to use it as a core part of our 'Next Generation' of solutions.

We have been focusing on business efficiency improvements across the Retail division and the benefits are beginning to bear fruit.

Retail Prospects

We remain very positive about the global sales potential of our "ax l is fashion" offering, our other own IP products and our elevated status as a member of the Microsoft Dynamics Inner Circle. We are continuing to focus on driving sales both directly and indirectly through an international network of channel partners. Our pipeline for the second half of the financial year at £47m (2015: £26m) has increased significantly and includes potential deals across the range of our product portfolio.

MANUFACTURING AND DISTRIBUTION ACTIVITIES

Results Overview

*Recurring revenue from software maintenance renewals, support contracts, and hosting and managed services

Intellectual Property

Manufacturing and Distribution's own IP which is included in the revenues above, is:

Manufacturing and Distribution Performance

Our Manufacturing and Distribution activities generated total revenues of £22.03m (2015: £22.57m). The adjusted profit from operations*7 of £1.88m (2015: £2.99m) was impacted by order slippage in some units as well as reduced gross margin in services revenues. While expected deals slipped, the pipeline at the end of the first half remained strong, standing at c. £35m (2015: £30m).

Recurring revenues continue to comprise the dominant income stream and accounted for 61.5% of this segment's revenue (2015: 59.9%). This high margin revenue also accounts for approximately 63.9% of the Group's total recurring income and it generates significant cash flows for the investment activities for the whole Group.

Recurring revenue was slightly higher than last year at £13.55m (2015: £13.52m), with SYSPRO maintenance and support renewals continuing to account for the major part. SYSPRO renewal rates remained high at 98% (2015: 98%) and, as annual renewals are billed in October, revenues and cash flows from this segment are significantly weighted to the first half of the financial year.

Services revenues rose 7.1% to £5.89m (2015: £5.50m) reflecting the ongoing delivery of contracts across all product lines.

Our SYSPRO business performed steadily and we have recently enlarged the sales team with the expectation of increased new business. We expect sales of our own IP products (Dataswitch, APS and Orchard Warehouse Management) which have historically only been linked to SYSPRO sales, to grow strongly as in March 2017 we have included them in our Independent Software Vendor ("ISV") offering and have started to sell them through our global channel partners.

The movement to the cloud-based consumption model generated our first sale of 'Dynamics 365 for Operations', formerly AX7. K3 Business Solutions has won Business Industry Today's "Company of the year award". The Sage business has maintained its Sage 'Platinum' accreditation and its pipeline looks promising for the second half of the year. We are also now seeing Sage deals start to close. The CRM business continued to perform well with international projects, and our focus on cross-selling is generating opportunities for this business across the Group.

Our combined hosting and managed services operation, Starcom, is performing well and, contributed sales of £5.11m (2015: £5.41m) and adjusted profit from operations*8 of £0.30m (2015: £0.49m). Hosting and managed services contributed £3.95m of recurring revenues in the period (2015: £3.79m). The range of cloud hosting activities that we offer across a variety of products and price points is proving attractive to customers and we remain very optimistic about continuing growth prospects. We anticipate that Starcom hosting and managed services will be one of the major beneficiaries from the new cross-selling programme.

Manufacturing and Distribution Prospects

Our Manufacturing and Distribution activities generate predictable recurring revenues and cash flows. Prospects for the second half look encouraging with a strong pipeline of opportunities worth c. £35m (2015: £30m). In addition, we continue to focus on growing our cloud hosting and managed services business.

CENTRAL COSTS

Head office

Head office costs*9 for the period were £0.64m (2015: £0.39m) with costs stated net of recovery of elements recharged to the operating units.

Reflecting the importance of our IP and channel partner strategy, during the period, we established a central R&D and technology team. This team is focused on developing our 'Next Generation' of products, combining our industry expertise and best practice with the latest technology.

OUTLOOK

We are optimistic about prospects for the business. The transition to focusing on selling solutions with more of our own higher margin IP embedded in the overall offering will help to drive both profitability and recurring revenues. The operational reorganisation that we have now largely completed will support our growth strategy. Designed to create a more unified and cohesive approach to the way we sell our IT solutions, the reorganisation will boost cross-selling, particularly for the cloud opportunity, and also drive efficiencies.

We will continue to focus on working capital improvement and on cash conversion by improving the working capital flows. With the recent deal closures and the encouraging size of the pipeline, we look forward to providing a further update on trading in due course.

Adalsteinn Valdimarsson

Chief Executive Officer