TIDMUTW
RNS Number : 7007R
Utilitywise plc
30 October 2013
Utilitywise plc
("Utilitywise" or the "Company")
Final audited Results
for the year ended 31 July 2013
Utilitywise, a leading independent utility cost management
consultancy, announces final audited results for the year ended 31
July 2013. These include certain amendments to the Company's Income
Statement from that presented with the Company's preliminary
results issued on 15 October 2013. There is no impact on the
Company's cash flows.
During the audit of the results for the year ended 31 July 2013,
the Board re-assessed the discount rate used when fair valuing
revenues. After discussions with the auditors and review of the
application of International Accounting Standard 18 the Board has
concluded that certain adjustments are required to the financial
information contained in the Company's preliminary results.
Following the review the Company has reduced the discount rate
applied to revenues from 9% to 3% in order to more accurately
reflect the risk of trading with blue-chip energy companies.
This has led to additional revenue of GBP430,595 being
recognised within the audited consolidated financial statements for
the year ended 31 July 2013 with a consequential increase in
profitability, as set out below. In addition the audited results
for the year ended 31 July 2012 have been restated to reflect
additional revenue of GBP310,181 with a consequential increase in
profitability, also set out below.
The adjustments to the income statement of the Company are
summarised in the Financial Highlights section below:
Financial Highlights
2013 2013 Change % Change
over 2012
(Restated)
(Prelims) (Audited) (GBP000's)
(GBP000's) (GBP000's)
Revenue 24,826 25,256 431 +72
Gross margin 47.2% 48.1% 0.9% +3.8 ppts
EBITDA* 7,386 7,817 431 +76
Profit Before
Tax** 6,980 7,411 431 +78
Diluted EPS(#) 7.9p 8.5p 0.6 +49
2012 2012 Change
(Prelims) (Restated) (GBP000's)
(GBP000's) (GBP000's)
Revenue 14,383 14,693 310
Gross margin 43.1% 44.3% 1.2%
EBITDA* 4,124 4,434 310
Profit Before
Tax** 3,859 4,170 310
Diluted EPS(#) 5.4 5.7p 0.3p
*Excluding exceptional items relating to acquisition costs of
GBP0.8 million, (2012: GBP0.4 million) and share based payment
expenses of GBP0.2 million (2012: GBPNil)
** As above, but excluding amortisation relating to acquired
intangibles of GBP0.2 million (2012: GBPNil)
(#) As above, but including the tax impact of the above
adjustments
Highlights
-- Like for like revenue growth up 61%, largely driven by
increased energy consultant headcount to 281 (2012: 181)
-- Further development of proprietary systems and solutions
-- Acquisitions of Clouds Environmental Consultancy Ltd, Aqua
Veritas Consulting Ltd and Energy Information Centre Ltd added
further products, services, expertise and market reach
-- Michael Dent and Simon Butterfield joined as Executive Board Directors
-- 15,333 customers and 44,361 meters at 31 July (30 September
2012: 11,400 and 32,972 respectively) with additional 550 customers
and 23,000 meters added through EIC
-- GBP16.6 million of secured contracts waiting to go live as at
31 July ( 31 July 2012: GBP7.1 million)
-- Proposed final dividend payment of 1.8p, making total dividend for the year of 2.6p
Post Period Highlights
-- GBP18.2 million of secured contracts waiting to go live as at 30 September 2013
-- Board of Directors strengthened with non-executive
appointments of Jeremy Middleton and Jon Kempster
Geoff Thompson, Chief Executive of Utilitywise, commented
"Our first full year as a plc has proved a very successful one.
As well as delivering very strong organic growth we have been able
to invest and build for the future. Integration of the three
businesses that we acquired is progressing well and we have entered
the new financial year with an improved suite of products and
services to satisfy the wider energy needs of all businesses,
regardless of size.
"The market in which we operate remains highly fragmented and we
have still attracted only a very small percentage of our
addressable market. Through our strong relationships with energy
supply companies and our ability to identify customers and deliver
the optimum solutions, we remain confident in the continued success
of the Company."
For further information:
Utilitywise PLC 0870 626 0559
Geoff Thompson, CEO
finnCap (NOMAD and broker) 020 7220 0500
Matt Goode / Charlotte Stranner / Henrik Persson
(Corporate Finance)
Simon Johnson (Corporate Broking)
Newgate Threadneedle 020 7653 9850
Josh Royston / John Coles / Hilary Millar
About Utilitywise
Utilitywise is a leading independent utility cost management
consultancy based in South Shields, Tyne and Wear with offices in
Portsmouth, Redditch, Leicester and Bury St Edmunds. The company
has established trading relationships with a number of major UK
energy suppliers and provides services to its customers designed to
assist them in achieving better value out of their energy
contracts, reduced energy consumption and lower carbon
footprint.
Businesses large and small rely on Utilitywise for their energy
management needs. Clients range in size from single site SME's to
multinationals with thousands of sites and cover the whole of the
UK. In total, Utilitywise manages over 67,000 energy meters which
have an overall energy consumption of approaching 16 terra watt
hours per annum.
Utilitywise is a UK company quoted on the AIM market of the
London Stock Exchange. For more information, please visit
www.utilitywise.com.
Chairman's Statement
I am delighted to be able to report on a very successful year
for the Company, the first full year as a plc following its listing
on AIM in June 2012.
Utilitywise has made considerable progress during the year under
review and importantly has delivered against each of the key
objectives that it set out at the time of its IPO. Additional
headcount has been added at the Head Office in South Shields which
has driven an impressive 61% increase in like for like revenue
growth. 471 people are now employed at the Head Office, making
Utilitywise one of the largest private sector employers in the
region, a fact of which we are rightly proud. Adjusted profit
before tax has improved by 78% to GBP7.4 million and adjusted
earnings per share increased by 49% over the prior year to 8.5p. We
are pleased to propose a final dividend payment of 1.8p making a
total payment for the year of 2.6p per share.
The Group made three acquisitions during the period, namely
Clouds Environmental Consultancy Ltd, Aqua Veritas Consulting Ltd
and most recently Energy Information Centre Ltd (EIC). The
acquisitions bring different products and services, expertise and
market reach to Utilitywise, enabling us to provide a wider range
of support and advice to companies of all sizes to meet their
ongoing energy requirements. Companies have a responsibility to
shareholders not only to take advantage of short term opportunities
but also to position themselves for future success. These additions
to the Group are evidence of the progress being made in that
respect and the Board will continue to assess opportunities that
could further enhance our position in this highly fragmented
market.
Michael Dent and Simon Butterfield joined the Board of Directors
during the course of the year and it has been a pleasure to work
with them and benefit from their operational knowledge. I am also
pleased that Jeremy Middleton and Jon Kempster have agreed to join
the Board as Non-Executive Directors. They have distinguished
records in public companies and I have no doubt that the Group will
benefit from their experiences and wisdom. These additions align us
with best practice corporate governance, a duty that the Board
takes seriously.
To fund the EIC acquisition and in order to satisfy
institutional demand, GBP22.2 million of new and existing shares
were placed with institutional investors in July of this year and I
would like to take this opportunity to welcome new investors and to
thank existing shareholders for their continued strong support.
Utilitywise listed on AIM in order to fund organic growth, invest
further in products and services and to enable appropriate
acquisitions and these results clearly demonstrate the benefits
that can accrue to a company and its shareholders from a successful
use of the public markets.
Energy procurement and management is becoming increasingly
important for all businesses. With Utilitywise's broad array of
products and services, its expertise at advising companies of all
sizes and its dedication to providing the very best solutions to
meet clients' needs, I remain confident that the Group is well
placed to succeed in the short, medium and long term.
Richard Feigen
CEO Statement
I am pleased to report that Utilitywise continues to make great
progress and has enjoyed a very fruitful year, its first full year
as a plc following the successful listing on AIM in June 2012.
Business Model
Utilitywise specialises in energy procurement and energy
management services for businesses. The Company negotiates rates
with energy suppliers on behalf of business customers, provides an
account care service and offers a range of products and services
designed to assist customers manage their energy consumption.
Customers are based throughout the UK and the Republic of Ireland
across a variety of industry sectors and the public sector, and
range in size from small single site customers to large multi-site
customers.
The business has two major focuses of activity:
Energy procurement
The Company has two main routes to market for the delivery of
procurement services. Firstly, the Company has energy consultants
who contact prospective customers identified by the Company's
bespoke IT search system to offer a potentially reduced energy
tariff and various energy management products and services designed
to assist in identifying ways to reduce that customer's overall
energy consumption. Secondly, the Company operates a "partner
channel" where organisations refer customers to Utilitywise and
commissions generated from those customers are shared between
Utilitywise and the referring organisation.
Energy management
These products and services are designed to assist customers to
manage their energy consumption; they also generate additional
revenues for Utilitywise. The energy management products and
services include:
-- Account care
-- Energy health check
-- Energy audit
-- Ecofit
-- Edd:e energy monitor
-- Utility insight
-- Smart meters
-- Carbon zero
The Group has continued to develop in both of these areas. Since
the listing on AIM the Directors have concentrated on ensuring that
the energy procurement business has grown in line with targets and
the revenues relating to this activity contribute to more than 90%
of the Group's revenue.
Energy management services have experienced growth in the period
following the successful acquisitions of energy management
businesses towards the end of the year.
Following integration of all three newly acquired businesses the
Directors are currently reviewing all of the operational structures
and the management information that is available to them.
For these reasons, the Directors consider that there is one
operating segment in place for the year. More focus will be made on
providing both energy procurement and energy management services to
the full customer portfolio in the future and the Directors expect
to provide further analysis of the activities in the next reporting
period as the reporting systems are updated and the Group
develops.
The Directors believe that the UK market fragmentation, the low
penetration of third party intermediaries (TPIs) in the UK
commercial market and the Company's current share of the total
potential market, means that there is an opportunity to increase
the Company's market share through organic growth and
acquisitions.
The Directors further believe that a forecast increase in energy
prices will lead to increasing demand from customers for advice on
energy management issues and that this demand creates the
opportunity for the Company to continue with its recent organic
growth.
In addition to the Company's aim to grow its market share of SME
customers, the Directors believe that there is an opportunity to
capitalise on the Company's established relationships with energy
suppliers who are showing an interest in some of the Company's
energy management products and services for sale into the
supplier's customer base.
Results
The Group has developed in all areas of its operations and
delivered a 61% increase in like for like revenue growth, largely
driven by increased headcount in line with our stated strategy. We
are also pleased to have made three acquisitions during the year
with each one of them bringing in new skill and product sets,
different areas of expertise and well trained, enthusiastic,
committed people. Including the contributions from the acquired
businesses, total revenue for the year increased by 72% to GBP25.3
million (2012: GBP14.7 million) which is particularly impressive
given that two of those acquisitions were only part of the Group
for three months and one month respectively. Gross margin also
improved to 48% (2012: 44%), resulting in a 78% increase in
adjusted profit before tax of GBP7.4 million (2012: GBP4.2
million). The Board is recommending a final dividend payment of
1.8p per share, making a total dividend for the year of 2.6p.
These results demonstrate the momentum we have established, as
we continue to grow headcount to support organic growth and
successfully integrate our recent acquisitions, but more
fundamentally continue to show the strength of our proposition, the
hard work of our people and most importantly the value we add to
our customers.
Customer Growth
Our core energy intermediary offering to commercial customers
has continued to scale throughout this reporting period as
evidenced by the volume of new customers we contracted in 2013. As
at our IPO in June we had over 10,000 contracted customers and this
grew to over 11,400 customers and over 32,972 meters by September
2012. On a like for like basis this now stands at 15,333 customers
and 44,361 meters as at the year end, with EIC adding a further 550
customers and 23,000 meters.
This has been principally driven by the increased energy
consultant headcount to 281 at 31 July 2013, up from 181 at the
previous year end. Given the sophistication of our leading software
based analysis tools, headcount remains the greatest driver of our
core offering in order to convert the vast number of opportunities
identified. As such, we will continue to add further to our
staffing levels over the course of the current year. The success of
this approach can be further seen through the level of contracts
waiting to go live, one of our key forward looking metrics, which
was GBP16.6 million at 31 July 2013, compared with GBP7.1 million
at the prior year end. This has increased further to GBP18.2
million as at 30 September 2013.
Proprietary Systems and Solutions
Investment has continued in the Group's IT systems and processes
to support further growth and this has included the development of
Darwin, our core CRM solution, which will result in the launch of
improved functionality in the first quarter of 2014. In addition
the Group has developed the system to support our presence in the
French market.
Our acquisitions have allowed us to invest further in Energy
Services with improvements to our Edd:e sub-metering solution that
is now fully integrated to our multi-utility reporting platform -
Utility Insight.
In addition, the Group has continued the development and testing
of its own voltage optimisation product which has been designed to
deliver value to customers at a competitive price and with
functionality not available elsewhere.
Acquisitions
During the year under review Utilitywise added three exciting
businesses to the Group, in line with our stated strategy at the
time of the IPO. Each of these added new expertise to the Group and
helped us to add and develop different product sets to meet our
clients' wider energy needs.
Clouds Environmental Consultancy Ltd, based in Portsmouth, was
acquired in October 2012 for a maximum consideration of GBP985,000
plus a working capital adjustment of GBP55,821. Its range of
products and services complemented and extended our own offering,
including energy auditing, energy efficiency advice, air
conditioning inspections, building assessments, energy awareness
programmes, as well as carbon compliance services, to a commercial
customer base. The Clouds Environmental Consultancy team has also
added further technical expertise and helped develop our
proprietary software tools to add even more functionality.
Aqua Veritas Consulting Ltd joined the Group in April this year
for a consideration which will be capped at GBP4 million dependent
on meeting certain EBITDA targets as at April 2014. The business
added its water consultancy services to our portfolio and therefore
offers an additional focus to our existing product suite. Aqua
Veritas has developed the OBox AMR metering solution that feeds
data into our Utility Insight multi-utility reporting platform.
This system has achieved early success and has recently been
installed in over 500 locations for a UK top four supermarket brand
as well as an initial roll out with a further FTSE 100 company.
Our latest, and largest acquisition to date, was the addition of
Energy Information Centre Limited (EIC), completed in early July
for a total equity consideration of GBP15.5 million and a working
capital adjustment of GBP2,701,154. EIC's strength lies within the
larger enterprise, industrial & commercial market,
complementing Utilitywise's leading position in the SME market.
Importantly, EIC also provides additional capabilities including
providing market intelligence, fixed and flexible procurement,
individual and portfolio risk management, data and bureau
solutions, carbon compliance services, as well as water management,
to a customer base of major energy users.
I am pleased to report that each of the businesses is
integrating well. As a result, Utilitywise has a much broader
offering and expertise in providing the right products for any
company's wider energy needs, be they large or small. We have also
increased our geographical reach, with locations in Portsmouth,
Leicester, Redditch and Bury St Edmunds as well as our Head Office
in South Shields, enabling us to service clients in any part of the
UK more easily.
The Group remains alert to further opportunities in this highly
fragmented market which could bring additional products, services
or expertise to our existing capability. With the strengthened
Board of Directors we have a deeper expertise in M&A activity
and our Chairman in particular will continue to work closely with
the Executive team to assess the viability of potential targets and
the benefits that they could bring to the Group.
Outlook
The Directors' believe that the UK market fragmentation, the low
penetration of third party intermediaries (TPIs) in the UK
commercial market and the Group's current share of the total
potential market, means that there is an opportunity to increase
the Group's market share through organic growth and
acquisitions.
The Directors' further believe that a forecast increase in
energy prices will lead to increasing demand from customers for
advice on energy management issues and that this demand creates the
opportunity for the Group to continue with its recent organic
growth.
Our relationships with the UK energy supply companies remains
strong and we enjoy an enviable position as a partner they can rely
upon to deliver customer volume and an innovative approach to
solving the business customer's energy management needs. We believe
that there is further opportunity for growth through these
suppliers, some of whom are showing an interest in some of the
Group's energy management products and services for sale into the
supplier's customer base.
The new financial year has started in line with expectations
with the value of secured contracts waiting to go live increasing
to GBP18.2 million at 30 September compared to GBP16.6 million at
31 July. We look forward to another period of strong growth.
Geoff Thompson
CFO Statement
Results for the year
The Group has continued its strong growth throughout 2013 and
has produced some outstanding increases across revenue, gross
profit EBITDA and PBT both through acquisition and continued very
strong organic growth.
Financial Highlights
2013 2012 % change
(GBP000's) (Restated)
(GBP000's)
Revenue 25,256 14,693 +72
Gross profit 12,137 6,513 +86
Gross margin 48.1% 44.3% +3.8 ppts
EBITDA* 7,817 4,434 +76
Profit Before Tax** 7,411 4,170 +78
Diluted earnings
per share(#) 8.5p 5.7p +49
*Excluding exceptional items relating to acquisition costs of
GBP0.8 million, (2012: GBP0.4m) and share based payment expenses of
GBP0.2 million (2012: GBPNil)
** As above, but excluding amortisation relating to acquired
intangibles of GBP0.2 million (2012: GBPNil)
(#) As above, but including the tax impact of the above
adjustments
EBITDA is defined as profit from operations plus depreciation
and amortisation. Exceptional items relate to costs associated with
the acquisitions of Clouds Environmental Consultancy, Aqua Veritas
Consulting and Energy Information Centre transacted during the
period.
Key Performance Indicators
Some of the key performance indicators used by the Directors are
as follows:
KPI 2013 2012 % change
Energy consultants at
31 July 281 181 +55
Contracts secured 27,794 20,013 +39
Future secured revenue GBP16.6 million GBP7.1 million +134
The Group continues to perform well against its core objectives
of securing new contracts and increasing revenue through organic
growth. What is particularly pleasing is the growth in future
secured revenue which represents the visible revenue streams the
group has secured but which is not yet recognised in the financial
statements.
In 2013, the group generated revenue of GBP25.3 million, an
increase of 72% over 2012 with a like for like increase of 61%
(excluding performance from acquired companies). The metric that
underpins revenue is the value of contracts going live which, at
GBP25.8 million were 52% higher than the previous year. Energy
consultant head count increased from 181 as at July 2012 to 281 at
the end of July 2013. It is this expansion that drives the growth
of the business. This increase in consultant head count is also
reflected in the value of secured contracts awaiting go live
standing at GBP16.6 million, an increase of 134% on 31 July
2012.
The gross margin has increased to a very healthy 48%, four
points up on the prior year, as the new energy consultants
recruited in the first six months reached full sales maturity. We
anticipate the long term trend for gross margin performance to
level out at circa 45% in the core business. The three acquisitions
completed during the year made positive contributions. Clouds
Environmental Consultancy strengthened our proposition and improved
sales in the technical audit arena and both Aqua Veritas Consulting
and Energy Information Centre contributed revenue and profit in the
last month of the financial year.
Administrative expenses at GBP5.19 million, excluding
exceptional items relating to acquisition costs, were up 115% on
the prior year as full years costs of the new building were
expended in the year and the additional expenses related to
acquisitions were absorbed.
Adjusted EBITDA at GBP7.8 million represents a 76% increase on
2012 (46% like for like increase) and an adjusted profit before tax
at GBP7.4 million represents a 78% increase on 2012 (51% like for
like increase).
Cash and Borrowings
As at the 31 July 2013 the group had net cash balances of GBP4.0
million with the group continuing to generate cash throughout the
year under review, with GBP2.9 million cash generated from
operations. Net cash balances represent cash and cash equivalents
less loans and borrowings. Net of cash acquired the group utilised
GBP9.0 million in the acquisition of subsidiaries.
Balance Sheet
The Groups non-current assets at the 31 July 2013 include
GBP13.7 million relating to goodwill and GBP7 million relating to
intangible assets with movements in the period resulting from the
acquisitions of Clouds Environmental Consultancy, Aqua Veritas
Consulting and Energy Information Centre. Non-current assets also
include a balance of GBP7.3 million relating to accrued revenue
with GBP4.6 million held as deferred revenue in non-current
liabilities representing cash received from suppliers in advance of
go live resulting in an effective net asset of GBP2.7 million.
A similar position exists in current assets where accrued
revenue of GBP4.2 million and advance receipts of GBP2.4 million
lead to an effective net asset of GBP1.8 million. Trade receivables
at GBP3.8 million have increased in line with trading and the
expanded debtor book associated with the acquisitions whilst
inventories have remained relatively constant. Trade and other
payables include GBP2.3 million associated with contingent
consideration relating to the three acquisitions in the period.
Prior period adjustment
During the audit of the results for the year ended 31 July 2013,
the Board re-assessed the discount rate used when fair valuing
revenues. After discussions with the Company's auditors and review
of the application of International Accounting Standard 18 the
Board has concluded that a prior period adjustment is required.
Following the review the Company has reduced the discount rate
applied to revenues from 9% to 3% in order to more accurately
reflect the risk of trading with blue-chip energy companies. As
such an appropriate adjustment of GBP310,181 has been made to
increase the accrued revenue balance for the period ending 31 July
2012, which has also resulted in an equivalent increase in revenue
in the period.
Dividend policy and dividend
As previously announced, the Board is proposing a final dividend
of 1.8p per share subject to the approval of the shareholders at
the Annual General Meeting. The dividend per share will be paid on
13 December 2013 to shareholders on the register at close of
business on 29 November 2013.
Andrew Richardson
Consolidated statement of total comprehensive income
12 months ended 12 months ended
31 July 2013 31 July 2012
(Restated)
Note GBP GBP
Revenue 3 25,526,142 14,692,987
Cost of sales 13,119,386 8,180,207
Gross profit 12,136,756 6,512,780
Other operating income 142,739 109,582
Other administrative expenses 5,194,916 2,420,454
Exceptional items 4 826,935 391,398
---------------------------------- ----- ---------------- ----------------
Total administrative expenses 6,021,851 2,811,852
Profit from operations before
exceptional items 7,084,579 4,201,908
Exceptional items 4 (826,935) (391,398)
---------------------------------- ----- ---------------- ----------------
Profit from operations 6,257,644 3,810,510
Finance income 41,296 -
Finance expense 83,521 32,257
Profit before tax 6,215,419 3,778,253
Tax expense 1,457,213 1,098,094
Profit for the year attributable
to equity holders of the parent
company 4,758,206 2,680,159
Other comprehensive income
(net of tax) - -
---------------- ----------------
Total comprehensive income
attributable to equity holders
of the parent company 4,758,206 2,680,159
Earnings per share for profit
attributable to the owners
of the parent during the year
Basic 5 0.075 0.052
Diluted 5 0.071 0.052
Consolidated statement of financial position
As at As at
31 July 2013 31 July 2012
(Restated)
Note GBP GBP
------------- -------------
Non-current assets
Property, plant and
equipment 4,795,670 788,189
Goodwill 6 13,697,092 2,356,960
Intangible assets 6,943,854 46,678
Accrued revenue 7,269,680 337,328
Total non-current
assets 32,706,296 3,529,155
------------- -------------
Current assets
Inventories 80,825 98,622
Trade and other receivables 8,554,629 2,751,674
Cash and cash equivalents 9,014,680 8,227,499
Total current assets 17,650,134 11,077,795
------------- -------------
Total assets 50,356,430 14,606,950
------------- -------------
Current liabilities
Trade and other payables 12,644,484 2,820,669
Loans and borrowings 1,252 24
Corporation tax liability 1,357,362 523,910
-------------
Total current liabilities 14,003,098 3,344,603
------------- -------------
Non-current liabilities
Trade and other payables 4,669,308 66,790
Loans and other borrowings 5,000,000 -
Deferred tax liability 1,373,466 110,687
Total non-current
liabilities 11,042,774 177,477
------------- -------------
Total liabilities 25,045,872 3,522,080
Net assets 25,310,558 11,084,870
------------- -------------
As at As at
31 July 2013 31 July 2012
(Restated)
Note GBP GBP
------------- -------------
Equity attributable
to equity holders
of the company
Called up share capital 7 71,858 61,426
Share premium 10,864,765 6,187,598
Merger reserve 5,684,693 -
Share option reserve 228,916 20,952
Retained earnings 8,460,326 4,814,894
Total equity 25,310,558 11,084,870
------------- -------------
Consolidated statement of changes in equity
Share
Share option Merger Retained
capital Share premium reserve reserve earnings Total
(Restated) (Restated)
GBP GBP GBP GBP GBP GBP
--------- -------------- --------- ---------- ----------- -----------
At 1 August
2011 100 - - - 2,184,635 2,184,735
Profit for
the period - - - - 2,680,159 2,680,159
Other comprehensive - - - - - -
income
--------- -------------- --------- ---------- ----------- -----------
Total comprehensive
income for
the year - - - - 2,680,159 2,680,159
Capitalisation
of reserves 49,900 - - (49,900) -
Share option
expense - - 20,952 - - 20,952
Issue of
shares 11,426 6,844,079 - - - 6,855,505
Share issue
costs - (656,481) - - - (656,481)
--------- -------------- --------- ---------- ----------- -----------
Equity as
at 31 July
2012 (Restated) 61,426 6,187,598 20,952 - 4,814,894 11,084,870
--------- -------------- --------- ---------- ----------- -----------
Profit for
the period - - - - 4,758,206 4,758,206
Other comprehensive - - - - - -
income
------- ----------- -------- ---------- ------------ ------------
Total comprehensive
income for
the year - - - - 4,758,206 4,758,206
Dividends
paid - - - - (1,112,770) (1,112,770)
Share option
expense - - 207,964 - - 207,964
Issue of
shares 10,432 4,995,000 - 5,684,693 - 10,690,125
Share issue
costs - (317,833) - - - (317,833)
------- ----------- -------- ---------- ------------ ------------
Equity as
at 31 July
2013 71,858 10,864,765 228,916 5,684,693 8,460,326 25,310,558
------- ----------- -------- ---------- ------------ ------------
Consolidated cash flow statement
12 months 12 months
ended ended
31 July 2013 31 July 2012
(Restated)
------------- -------------
GBP GBP
------------- -------------
Operating activities
Profit before tax 6,215,419 3,778,253
Finance income (41,296) -
Finance expense 83,521 32,257
Depreciation of property, plant and
equipment 332,911 187,084
Share option expense 207,964 20,952
Grant income (36,000) (35,256)
Amortisation of intangible fixed assets 191,406 45,476
Loss on disposal of property, plant
and equipment - 28,844
------------- -------------
6,953,925 4,057,610
(Increase)/Decrease in trade and other
receivables (11,209,146) 2,386,236
(Increase)/Decrease in inventories 17,796 31,479
Increase/(Decrease) in trade and other
payables 7,142,642 112,480
------------- -------------
(4,048,708) 2,530,195
Cash generated from operations 2,905,217 6,587,805
------------- -------------
Income taxes paid (1,206,853) (1,588,412)
Net cash flows from operating activities 1,698,364 4,999,393
------------- -------------
Investing activities
Purchase of property, plant and equipment (467,063) (606,176)
Purchase of intangibles (57,557) (92,154)
Acquisition of subsidiary, net of cash
acquired (8,997,012) (2,490,255)
Sale of property, plant and equipment - 12,548
------------- -------------
Net cash used in investing activities (9,521,632) (3,176,037)
------------- -------------
Financing activities
Issue of shares 5,000,000 6,905,405
Share issue costs (317,833) (656,481)
Loans repaid (24) (39,945)
Loans received 5,000,000 -
Finance income 41,296 -
Finance expense (220) (32,257)
Dividends paid (1,112,770) -
-------------
Net cash raised from financing activities 8,610,449 6,176,722
------------- -------------
Net increase in cash and cash equivalents 787,181 8,000,078
Cash and cash equivalents at beginning
of period 8,227,499 227,421
------------- -------------
Cash and cash equivalents at end of
period 9,014,680 8,227,499
------------- -------------
Notes to financial statements
1.The financial information set out herein does not constitute
the Group's statutory accounts for the year ended 31 July 2013 or
the year ended 31 July 2012 within the meaning of section 435 of
the Companies Act 2006, but is derived from those accounts. The
information has been derived from the audited statutory accounts
for each of those years upon which an unqualified audit opinion was
expressed and which did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.
The audited accounts will be posted to all shareholders in due
course and will be available upon request by contacting the Company
Secretary at the Company's registered office.
2. Basis of preparation
The financial statements have been prepared in accordance with
International Financial Reporting Standards ("IFRSs"), as adopted
by the European Union (EU).
Utilitywise Plc is incorporated and domiciled in the United
Kingdom.
The principal accounting policies have been applied consistently
to all years and are set out below.
3. Segment information
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the
management team including the Chief Executive Officer, Chief
Operating Officer and Chief Financial Officer.
The Board considers that the Group's activities during the year
constitute one operating and one reporting segment, as defined
under IFRS 8. Management reviews the performance of the Group by
reference to total results against budget. As the energy management
revenues grow a reassessment of operating segments will take
place.
Other information
12 months ended 12 months ended
31 July 2013 31 July 2012
(Restated)
---------------- ----------------
GBP GBP
---------------- ----------------
Revenue arises from:
Provision of services 25,526,142 14,692,987
================ ================
Analysis of concentration
of customers top 3 and
other:
Customer 1 4,558,216 3,987,602
Customer 2 3,859,520 3,718,815
Customer 3 3,740,411 3,152,739
Other 13,097,995 3,833,831
25,526,142 14,692,987
================ ================
4. Exceptional items
Exceptional items in the year ended 31 July 2013 relate to the
costs incurred in the acquisitions of Clouds Environmental
Consultancy Limited, Aqua Veritas Consulting Limited and Energy
Information Centre Limited. Costs associated with share issues have
been taken to the share premium account. Please see the
Consolidated Statement of Changes in Equity. Exceptional items in
the year ended 31 July 2012 relate to a one off lease termination
fee of GBP75,000 and GBP316,398 of listing fees incurred on
admission to the AIM. GBP316,398 is considered to be the listing
fee value attributable to shares in issue prior to the AIM listing.
Exceptional items are included in administrative expenses in the
income statement.
5. Earnings per share
Basic profit per share is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the year.
Diluted profit per share is calculated by adjusting the weighted
average number of ordinary shares in issue to assume the conversion
of all potentially dilutive ordinary shares.
12 months
ended 12 months ended
31 July 2013 31 July 2012
GBP GBP
Profit
Profit used in calculating
basic and diluted profit 4,758,206 2,680,159
Number of shares
Weighted average number of
shares for the purpose of
basic earnings per share 63,220,550 51,523,446
Effects of:
Employee share options and
warrants 3,109,573 327,944
Contingent shares to be issued 315,315 -
Weighted average number of
shares for the purpose of
diluted earnings per share 66,645,438 51,851,390
6. Acquisition
Utilitywise Plc acquired the entire share capital of Clouds
Environmental Consultancy Limited on 1 October 2012 for
GBP1,040,821 in order to enhance the service offering provided by
the Group.
Consideration consisted of both cash payments and the issue of
shares, an element of which is contingent on the performance of
Clouds Environmental Consultancy Limited to 31 July 2013.
Contingent consideration has been included as a best estimate of
amounts payable.
Goodwill on consolidation has been calculated as follows:
GBP
Amount of consideration 1,040,821
Fair value of net assets acquired:
Property, plant
and equipment 15,260
Receivables 122,289
Cash 159,152
Payables (251,788)
-----------
Net assets 44,913
-----------
Goodwill 995,908
-----------
Consideration:
Cash 355,821
Shares issued 300,000
Contingent consideration 385,000
Total consideration 1,040,821
----------
The goodwill reflects expected synergies from combining the two
businesses and is not tax deductible.
The total value of the contingent consideration is based on a
multiple of expected EBITDA capped at GBP385,000. This is split
equally between cash and shares. All of the contingent
consideration is included in trade and other payables as it meets
the definition of a financial liability.
Since the date of acquisition Clouds Environmental Consultancy
Limited has generated revenue of GBP916,913 and a profit before tax
of GBP203,999 which is included in the consolidated statement of
comprehensive income.
Assuming Clouds Environmental Consultancy Limited was acquired
at the beginning of the annual reporting period, group revenue
would be GBP24,966,494 and profit before tax GBP6,053,067.
The Group estimate costs incurred in relation to the
transactions to be GBP49,403. These costs are included within
exceptional items in the consolidated statement of total
comprehensive income.
Acquisition of Aqua Veritas Consulting Limited
Utilitywise Plc acquired the entire share capital of Aqua
Veritas Consulting Limited on 16 April 2013 for GBP2,161,677 in
order to enhance the service offering provided by the Group.
Consideration consisted of both cash payments and the issue of
shares, an element of which is contingent on the performance of
Aqua Veritas Consulting Limited to 30 April 2014. Contingent
consideration has been included as a best estimate of amounts
payable.
Goodwill on consolidation has been calculated as follows:
GBP
Amount of consideration 2,161,677
Fair value of net assets acquired:
Customer related
intangible assets 443,000
Technology based
intangible assets 241,000
Property, plant
and equipment 12,158
Receivables 349,011
Cash 15,361
Payables (566,494)
Deferred tax liability (136,800)
----------
Net assets 357,236
----------
Goodwill 1,804,441
----------
Consideration:
Cash 70,385
Liabilities settled 91,292
Contingent consideration 2,000,000
Total consideration 2,161,677
------------
Customer related intangible assets relate to customer
relationships in place at the date of acquisition.
Technology related intangible assets relate to hardware design
intellectual property.
The goodwill reflects the value of the workforce and expected
synergies from combining the two businesses and is not tax
deductible.
The total value of the contingent consideration is based on a
multiple of expected EBITDA, capped at GBP4,000,000. This is split
equally between cash and shares. All of the contingent
consideration is included in trade and other payables as it meets
the definition of a financial liability.
Since the date of acquisition Aqua Veritas Consulting Limited
has generated revenue of GBP276,886 and a profit before tax of
GBP168,198 which is included in the consolidated statement of
comprehensive income.
Assuming Aqua Veritas Consulting Limited was acquired at the
beginning of the annual reporting period, group revenue would be
GBP24,940,096 and profit before tax GBP5,844,453.
The Group estimate costs incurred in relation to the
transactions to be GBP70,892. These costs are included within
exceptional items in the consolidated statement of total
comprehensive income.
Acquisition of Energy Information Centre Limited
Utilitywise Plc acquired the entire share capital of Energy
Information Centre Limited on 3 July 2013 for GBP18,201,154 in
order to enhance the service offering provided by the Group.
Consideration consisted of both cash payments and the issue of
shares.
Goodwill on consolidation has been calculated as follows:
GBP
Amount of consideration 18,201,154
Fair value of net assets acquired:
Customer related
intangible assets 6,239,000
Intangible fixed
assets 108,025
Property, plant
and equipment 3,845,911
Investments 200
Receivables 1,094,239
Cash 3,008,473
Payables (3,386,677)
Deferred tax liability (1,247,800)
Net assets 9,661,371
------------
Goodwill 8,539,783
------------
Consideration:
Cash 11,662,500
Shares issued 5,390,125
Deferred cash 1,148,529
-----------
Total consideration 18,201,154
-----------
Customer related intangible assets relate to customer
relationships in place at the date of acquisition.
The goodwill reflects the value of the workforce and expected
synergies from combining the two businesses and is not tax
deductible.
Since the date of acquisition Energy Information Centre Limited
has generated revenue of GBP531,444 and a profit before tax of
GBP145,867 which is included in the consolidated statement of
comprehensive income.
Assuming Energy Information Centre Limited was acquired at the
beginning of the annual reporting period, group revenue would be
GBP31,108,691 and profit before tax GBP7,901,001.
The Group estimate costs incurred in relation to the
transactions to be GBP786,131. Of this amount GBP317,833 relate to
the issue of new shares to fund the acquisition and have
subsequently been taken to the share premium reserve. The remaining
costs are included within exceptional items in the consolidated
statement of total comprehensive income.
7. Share capital
As at As at
31 July 2013 31 July 2012
Share capital issued and
fully paid
71,858,078 Ordinary shares
of GBP0.001 each 71,858 61,426
------------- -------------
Ordinary shares carry the right to one vote per share at general
meetings of the Company and the rights to share in any distribution
of profits or returns of capital and to share in any residual
assets available for distribution in the event of a winding up.
On 1 October 2012 a further 394,736 shares were issued at
GBP0.76 per share, which resulted in a merger reserve of GBP299,605
and additions to share capital of GBP395.
On 13 June 2013 a further 5,000,000 shares were issued at
GBP1.00 per share, which resulted in a share premium of
GBP4,995,000 and additions to share capital of GBP5,000. Costs
associated with the share issue of GBP317,833 have been offset
against the share premium account in the period.
On 13 June 2013 a further 5,037,500 shares were issued at
GBP1.00 per share for consideration in the investment in Energy
Information Centre Limited. The investment has been recognised at
fair value in the consolidated financial statements which resulted
in additions to merger reserve of GBP5,385,088 and additions to
share capital of GBP5,037.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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