TIDMFCRM
RNS Number : 6090J
Fulcrum Utility Services Ltd
14 December 2022
14 December 2022
FULCRUM UTILITY SERVICES LIMITED
("Fulcrum" or "the Group")
Unaudited interim results for the six months ended 30 September
2022
Fulcrum Utility Services Limited, a leading independent provider
of essential utility services including multi-utility connections
and renewable energy infrastructure, provides its interim results
for the six-month period ended 30 September 2022.
The first half of FY23 has been challenging for the Group, as it
has continued to experience the impact of the significant, ongoing
demands presented by a turbulent energy market and wider difficult
economic conditions.
The Group's legacy operational issues have also been deeper and
more longstanding than anticipated. This, together with challenges
with historical projects and the unprecedented cost increases
impacting much of the Group's supply chain, has continued to erode
sales margins and weighed heavily on the Group's performance.
The Group's progress in the period was also further hampered by
a cyber security incident, which impaired managerial and system
information, and the ability to fully invoice customers, for up to
three weeks.
Financial headlines:
-- Revenues for the six months to 30 September 2022 decreased by 16% on the previous year to GBP23.9 million (H122:
GBP28.6 million)
-- Adjusted EBITDA(1) of GBP(3.3) million (H122: Adjusted EBITDA(1) of GBP1 million)
-- Net cash(2) position as at 30 September 2022 of GBP4.8 million (30 September 2021: net debt(2) of GBP3.3 millio
n)
(1) Adjusted EBITDA is operating (loss) / profit excluding the
impact of exceptional items, other net gains, depreciation,
amortisation and equity-settled share-based payment charges.
(2) Net cash / debt is defined as cash and cash equivalents less
loans and borrowings, excluding lease liabilities.
Strategic and operational headlines:
-- New Executive team implemented critical improvement actions to protect and improve margins and to refocus the
Group on its core utility infrastructure and asset ownership growth strategy
-- Despite challenging market conditions, the Group is pleased to have won a series of major utility contract awards
in the period including:
--
-- a GBP4.1m contract to design and deliver the high voltage electrical infrastructure that will power a new
158-acre solar farm and battery storage facility;
-- a GBP2m multi-utility infrastructure project to power a leisure resort in the south of England for a
leading brand of family resorts;
-- a GBP2m contract to deliver High Voltage electrical infrastructure that will power a new Battery Energy
Storage System in the north of England; and
-- a GBP1.2 million project to support the energisation High Voltage infrastructure for a new 50MW solar
farm.
-- Importantly, these contracts have been tendered on in line with the Group's improved margin strategy and have
been secured under enhanced contractual terms which better protect the Group and its margins in the current
economic conditions
-- Inclusive of the contract wins, the order book at 30 September 2022 was GBP50.2 million, an increase of 3% (31
March 2022: GBP48.7 million)
Domestic Asset Sale update
-- In the period, the Group successfully completed tranche five of the domestic gas assets transfer to ESP for a
total consideration of GBP2.2 million on 31 May 2022. GBP2.1 million of this was received in cash on 1 June
22 with a further GBP0.1 million in cash received in respect of the previous tranches of assets transferred.
Post Period end
-- The Group is pleased to confirm that it has continued to win a strong succession of new contract wins and
continues to build a healthy pipeline of new opportunities;
-- Tranche six of the domestic gas assets transfer to ESP was also successfully completed for a total consideration
of GBP1.6 million. GBP1.5 million of this was received in cash on 1 December 2022;
-- The Company entered into an arrangement with Bayford & Co Ltd ("Bayford") and funds managed by the Harwood
Capital Management Limited Group ("Harwood") in respect of the provision of funding of up to GBP6 million (the
"Facility") by way of a convertible loan; and
-- Review initiated to consider all the various strategic options available to the Group in order to maximise value
for all shareholders
-- The Group confirms that Antony Collins, Interim CEO, will leave the business on 31 December 2022 following the
completion of his 12-month assignment. The Board would like to thank Antony for his contribution to Fulcrum
during his tenure
-- Lindsay Austin, Managing Director of The Bayford Group, will take over day-to-day responsibility from Antony
Collins as Interim CEO. A handover process is currently underway.
Current trading and Outlook
The Executive team's continuing priority is to protect and
improve margins in the current turbulent market conditions. New
critical measures, including controls and procedures to ensure
optimal performance and to improve and protect the Group's margins,
have been implemented and, whilst the benefits of these actions are
yet to be fully realised and will take longer than expected to
positively impact the Group's results, the Board is pleased that
the series of multi-utility contracts won in the period have been
under these revised contractual terms.
In conjunction with these management improvements, and supported
by the new Facility, the Group has initiated a review of the
various strategic options available to it to maximise value for all
shareholders and to ensure it continues to have adequate working
capital.
Medium to long-term market fundamentals remain strong and the
Group's experience and capabilities mean it remains well positioned
to benefit from the UK's transition to a low carbon economy and a
net-zero future.
Jennifer Babington, Chair, said:
"The Board and I are disappointed in these results but remain
confident that the business is taking the necessary actions to turn
the Group's performance around. This is a challenging task, taking
longer than anticipated, as improvements are being implemented
alongside turbulent and difficult economic conditions. Despite
these challenges, the medium to long-term growth opportunities for
the Group remain clear and are underpinned by strong market drivers
and government stimulus. We are also very pleased to be supported
by our major shareholders as we move the business forward. The
recent Facility will support the Group's strategy review, which
will underpin its turnaround. I also believe the new Facility is
another positive demonstration of the future potential that our
major shareholders see in Fulcrum."
This announcement contains inside information.
Enquiries:
Fulcrum Utility Services Limited +44 (0)114 280
Jonathan Jager, Chief Financial Officer 4150
Cenkos Securities plc (Nominated adviser and broker)
Camilla Hume / Callum Davidson (Nomad) / Michael +44 (0)20 7397
Johnson (Sales) 8900
Notes to Editors:
Fulcrum is a multi-utility infrastructure and services provider.
The Group operates nationally with its head office in Sheffield,
UK. It designs, builds, owns and maintains utility infrastructure
and offers smart meter exchange programmes.
https://investors.fulcrum.co.uk
Financial performance
Group revenue for the first six months of the financial year was
GBP23.9 million, GBP4.7 million, 16% behind the first half of last
year (H1 2022: GBP28.6 million). This decline was seen across a
number of our Infrastructure: Design and Build activities, as we
exited a number of loss making Smart Metering Services contracts,
as well as seeing fewer large gas contracting projects than in the
previous year.
Gross margin, excluding the impact of exceptional items, was 11%
in the first half of the financial year, down 10.9% compared to the
first half of FY22, as a consequence of unprecedented increases in
material and labour costs, as well as unfavourable contractual
terms impeding the Group's ability to recover adverse cost impacts.
These issues have since been addressed with revised and more
rigorous controls being introduced with the Group anticipating the
benefits will begin to be seen in the future trading periods.
The Group is reporting an adjusted EBITDA(1) of GBP(3.3)
million, versus a GBP1 million adjusted EBITDA(1) in the first half
of last year (H1 2022) and a loss before tax of GBP20.3 million (H1
2022: loss before tax of GBP1.3 million).
As a result of the increasing cost of capital and challenging
trading conditions, the Group has felt it necessary to recognise a
significant impairment of GBP12.1 million on its intangible assets,
with a further GBP2.3 million being provided for additional loss
making contracts identified within the Infrastructure: Design and
Build operations. Consequently, the Group is reporting an Operating
Loss of GBP20.2 million for the first six months of the financial
year (GBP19.1 million adverse to the same period in FY22).
Pleasingly the order book has improved since 31 March 2022 and
we are seeing encouraging signs of new contract wins with better
target margins. At 30 September 2022 the order book was GBP50.2
million, an increase of 3% from GBP48.7 million, at 31 March
2022.
Over the six months to 30 September 2022, net asset value
reduced to GBP25.5 million (FY 2022: GBP45.9 million) primarily as
a result of the GBP12.1 million impairment of intangible assets,
which represents a full write down of the intangibles previously
carried for the Dunamis and Fulcrum businesses, and a significant
impairment to the goodwill in the Maintech business. The Group is
therefore reporting a GBP20.7 million loss after tax (H1 2022: loss
of GBP1.1 million) and a reduction in net assets per share to 6.4p
per share from 11.5p per share at 31 March 2022.
At 30 September 2022, the Group had cash and cash equivalents of
GBP4.8 million, a decrease of GBP6.4 million from 31 March 2022 (FY
2022: cash and cash equivalents of GBP11.2 million).
Delivering contracts safely, efficiently, and profitably
Maintaining the highest standards of health and safety remains
our highest priority. A safety-first strategy is in place to ensure
zero harm and, although this is well embedded into our culture and
operations, we are never complacent and are committed to continuous
improvement in health and safety performance.
In the period, the Executive team has implemented critical
improvements to protect and improve margins in the current
difficult economic conditions. New contracts won, have been
tendered on in line with the Group's revised margin strategy and
secured under enhanced contractual terms which better protect the
Group and its margins in the current economic conditions. This
includes, for example, additional mechanisms to protect and recover
margin considering the wider and unprecedent market issues of
supply chain pressure and cost inflation in materials and
labour.
Consolidated Interim Statement of Comprehensive Income
For the six months ended 30 September 2022 (unaudited)
Unaudited Unaudited
Six months ended 30 Six months ended 30 Audited
September 2022 September 2021 Year ended
31 March
2022
Note GBP'000 GBP'000 GBP'000
------------------------------ ----- ----------------------------- ----------------------------- -------------
Revenue 2 23,939 28,552 61,846
------------------------------ ----- ----------------------------- ----------------------------- -------------
Cost of sales - underlying (21,316) (22,306) (50,149)
Cost of sales - exceptional
items 4 (2,091) - (5,422)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Total cost of sales (23,407) (22,306) (55,571)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Gross profit 532 6,246 6,275
Administrative expenses -
underlying (7,477) (7,063) (15,094)
Administrative expenses -
exceptional items 4 (12,694) (184) (5,202)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Total administrative expenses (20,171) (7,247) (20,296)
Other net (losses)/gains 5 (513) (34) 330
------------------------------ ----- ----------------------------- ----------------------------- -------------
Operating loss (20,152) (1,035) (13,691)
Net finance expense (159) (256) (496)
Loss before tax (20,311) (1,291) (14,187)
Taxation 7 (382) 187 765
------------------------------ ----- ----------------------------- ----------------------------- -------------
Loss for the financial
period/year (20,693) (1,104) (13,422)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Other comprehensive income
Items that will never be
reclassified to profit or
loss:
Revaluation of utility assets - - 4,252
Surplus arising on utility
assets internally adopted in
the period/year 29 119 57
Reversal of prior increase of - (83) -
utility assets
Additional costs allocated to
previously revalued assets (3) (37) -
Impairment of previously
revalued utility assets - - (477)
Deferred tax on items that
will never be reclassified
to profit or loss 246 (380) (1,083)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Total comprehensive expense
for the period/year (20,421) (1,485) (10,673)
------------------------------ ----- ----------------------------- ----------------------------- -------------
Loss per share attributable to the owners of the business
-------------
Basic 6 (5.2)p (0.5)p (5.2)p
Diluted 6 (5.2)p (0.5)p (5.1)p
------------------------------ ----- ----------------------------- ----------------------------- -------------
Adjusted EBITDA
Adjusted EBITDA is the basis that the Board uses to measure and
monitor the Group's financial performance as it is a more accurate
reflection of the commercial reality of the Group's business.
Further details of the Alternative Performance Measures are
included in note 3.
Unaudited Unaudited Audited
Six months Six months Year ended
ended 30 September ended 30 September 31 March
2022 2021 2022
-------------------- --------------------
GBP'000 GBP'000 GBP'000
Operating loss (20,152) (1,035) (13,691)
Equity-settled share-based payment
charge 27 216 639
Other net losses/(gains) 513 34 (330)
Exceptional items within operating
loss 14,785 184 10,624
Depreciation and amortisation 1,528 1,598 3,257
------------------------------------ -------------------- -------------------- ------------
Adjusted EBITDA (3,299) 997 499
(Loss)/surplus arising on sale
of domestic utility assets and
enhanced payments (513) (34) 330
------------------------------------ -------------------- -------------------- ------------
Adjusted EBITDA including sale
of domestic utility assets (3,812) 963 829
------------------------------------ -------------------- -------------------- ------------
Consolidated Interim Statement of Changes in Equity
For the six months ended 30 September 2022 (unaudited)
Share capital Share premium Revaluation Merger reserve Retained Total equity
reserve earnings
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------------- -------------- ---------------- --------------- ---------------- -------------
Balance at 1
April 2022
(audited) 399 20,777 9,969 11,347 3,383 45,875
Loss for the
period - - - - (20,693) (20,693)
Surplus arising
on utility
assets
internally
adopted in the
period - - 29 - - 29
Disposal of
previously
revalued
assets - - (873) - 873 -
Depreciation on
previously
revalued
assets - - (137) - 137 -
Additional
costs
allocated to
previously
revalued
assets - - (3) - - (3)
Deferred tax in
respect of
items that
will never be
reclassified
to profit and
loss - - 246 - - 246
Transactions
with equity
shareholders:
Equity settled
share-based
payments - - - - 27 27
Balance at 30
September 2022
(unaudited) 399 20,777 9,231 11,347 (16,273) 25,481
For the six
months ended 30
September 2021
Restated
balance at 1
April 2021
(audited) 222 389 9,552 11,347 13,871 35,381
Loss for the
period - - - - (1,104) (1,104)
Surplus arising
on utility
assets
internally
adopted in the
period - - 119 - - 119
Disposal of
previously
revalued
assets - - (1,179) - 1,179 -
Depreciation on
previously
revalued
assets - - (129) - 129 -
Reversal of
prior increase
of utility
assets - - (83) - - (83)
Additional
costs
allocated to
previously
revalued
assets - - (37) - - (37)
Deferred tax in
respect of
items that
will never be
reclassified
to profit and
loss - - (380) - - (380)
Transactions
with equity
shareholders:
Equity settled
share-based
payments - - - - 216 216
---------------- -------------- -------------- ---------------- --------------- ---------------- -------------
Balance at 30
September 2021
(unaudited) 222 389 7,863 11,347 14,291 34,112
---------------- -------------- -------------- ---------------- --------------- ---------------- -------------
Consolidated Interim Balance Sheet
At 30 September 2022
Unaudited Unaudited Audited
30 September 2022 30 September 2021 31 March 2022
Note GBP'000 GBP'000 GBP'000
-------------------------------- ------ ------------------- ------------------- ---------------
Non-current assets
Property, plant and equipment 9 36,088 35,071 37,151
Intangible assets 10 3,245 18,240 15,597
Right-of-use assets 2,082 2,732 2,323
Deferred tax assets 2,331 3,645 3,495
-------------------------------- ------ ------------------- ------------------- ---------------
43,746 59,688 58,566
-------------------------------- ------ ------------------- ------------------- ---------------
Current assets
Contract assets 21,175 21,241 20,177
Inventories 421 462 433
Trade and other receivables 11 10,005 7,927 9,620
Cash and cash equivalents 14 4,774 1,035 11,176
-------------------------------- ------ ------------------- ------------------- ---------------
36,375 30,665 41,406
-------------------------------- ------ ------------------- ------------------- ---------------
Total assets 80,121 90,353 99,972
-------------------------------- ------ ------------------- ------------------- ---------------
Current liabilities
Trade and other payables 12 (14,922) (12,570) (15,825)
Contract liabilities (27,107) (30,636) (25,272)
Current lease liability (808) (913) (802)
Current provisions 15 (3,161) (34) (3,035)
-------------------------------- ------ ------------------- ------------------- ---------------
(45,998) (44,153) (44,934)
-------------------------------- ------ ------------------- ------------------- ---------------
Non-current liabilities
Non-current lease liability (1,643) (2,152) (1,873)
Borrowings 13 - (4,296) -
Non-current provisions 15 (2,031) - (1,296)
Deferred tax liabilities (4,968) (5,640) (5,994)
-------------------------------- ------ ------------------- ------------------- ---------------
(8,642) (12,088) (9,163)
-------------------------------- ------ ------------------- ------------------- ---------------
Total liabilities (54,640) (56,241) (54,097)
-------------------------------- ------ ------------------- ------------------- ---------------
Net assets 25,481 34,112 45,875
-------------------------------- ------ ------------------- ------------------- ---------------
Equity
Share capital 399 222 399
Share premium 20,777 389 20,777
Revaluation reserve 9,231 7,863 9,969
Merger reserve 11,347 11,347 11,347
Retained earnings (16,273) 14,291 3,383
-------------------------------- -------------------------- ------------------- ---------------
Total equity 25,481 34,112 45,875
-------------------------------- -------------------------- ------------------- ---------------
Consolidated Interim Cash Flow Statement
For the six months ended 30 September 2022
Unaudited Unaudited Audited
Six months ended 30 Six months ended 30 Year ended 31 March 2022
September 2022 September 2021
GBP'000 GBP'000 GBP'000
---------------------------- ----------------------------- -------------------------- --------------------------
Cash flows from operating
activities
Loss for the period/year
after tax (20,693) (1,104) (13,422)
Tax charge/(credit) 382 (187) (765)
--------------------------- --- ------------------------- -------------------------- --------------------------
Loss before tax for the
period/year (20,311) (1,291) (14,187)
Adjustments for:
Depreciation 892 874 1,832
Amortisation of intangible
assets 636 724 1,425
Exceptional items - fixed
asset impairment - - 1,920
Exceptional items -
intangible asset
impairment 12,059 - 2,309
Net finance expense 159 256 496
Equity settled share-based
payment charges 27 216 639
Loss on disposal of
utility assets 560 119 75
Gain on IFRS 16 lease
modification - - (16)
Additional consideration
receivable from previous
utility asset sales - - (259)
Increase in c ontract
assets (998) (5,197) (4,537)
Increase in trade and
other receivables (589) (1,903) (3,154)
Decrease/(increase) in
inventories 12 (24) 5
(Decrease)/increase in
trade and other payables (1,077) (94) 3,370
Increase/(decrease) in
contract liabilities 1,835 3,538 (1,826)
Decrease/(increase) in
provisions 861 (20) 4,277
Cash outflow from
operating activities (5,934) (2,802) (7,631)
Tax received 22 - 12
Net cash outflow from
operating activities (5,912) (2,802) (7,619)
--------------------------- --- ------------------------- -------------------------- --------------------------
Cash flows from investing
activities
Acquisition of external
utility assets (1,558) (1,166) (2,468)
#Utility assets internally
adopted (344) (1,097) (2,475)
Acquisition of property,
plant and equipment (68) (216) (242)
Acquisition of intangible
assets (343) (57) (424)
Proceeds on disposal of
utility assets 2,082 3,725 6,487
Receipt of deferred
consideration on disposal
of utility assets - 642 642
Costs paid in relation to
disposal of utility assets (4) (28) (141)
Additional consideration
received from previous
utility asset sales 210 - 49
Net cash (outflow)/inflow
from investing activities (25) 1,803 1,428
--------------------------- --- ------------------------- -------------------------- --------------------------
Cash flows from financing
activities
Proceeds from issue of ordinary
shares - - 21,263
Share issue transaction costs - - (698)
Borrowings received - 2,000 5,250
Borrowings repaid - (3,250) (10,950)
Prepaid arrangement fees - (3) (11)
Interest paid and banking
charges (non-IFRS 16) (42) (137) (297)
IFRS 16 - principal payments (377) (453) (1,022)
IFRS 16 - interest payments (46) (57) (121)
IFRS 16 - proceeds received on
disposal of leased vehicle - - 19
Net cash (outflow)/inflow from
financing activities (465) (1,900) 13,433
-------------------------------- ------------------------- -------------------------- --------------------------
Net (decrease)/increase in cash
and cash equivalents (6,402) (2,899) 7,242
Cash and cash equivalents at
beginning of period/year 11,176 3,934 3,934
-------------------------------- ------------------------- -------------------------- --------------------------
Cash and cash equivalents at
end of period/year 4,774 1,035 11,176
-------------------------------- ------------------------- -------------------------- --------------------------
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
1. Basis of preparation of the condensed consolidated interim financial information
General information
Fulcrum Utility Services Limited (the "Company") is a limited
company incorporated in the Cayman Islands and domiciled in the UK.
The ordinary shares are traded on AIM on the London Stock Exchange.
The address of its registered office is PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands.
The condensed consolidated interim financial information for the
six months ended 30 September 2022 comprise the Company and its
subsidiaries (together referred to as the "Group").
The condensed consolidated interim financial information,
including the financial information for the year ended 31 March
2022 set out in this interim financial information, does not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006. The information for the year ended 31 March
2022 is derived from the non-statutory accounts for that financial
year. The non-statutory accounts for the year ended 31 March 2022
were approved on 1 August 2022. The Auditor's report on those
accounts was unqualified.
These condensed consolidated interim financial statements have
not been audited or reviewed. They were approved by the Board on 13
December 2022.
Basis of preparation
The condensed consolidated interim financial information for the
six month period ended 30 September 2022 has been prepared in
accordance with IAS 34, 'Interim Financial Reporting' as adopted by
the United Kingdom. The condensed consolidated interim financial
information should be read in conjunction with the Annual Report
and Accounts for the year ended 31 March 2022, which have been
prepared in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the United Kingdom.
Going-concern basis
The condensed consolidated interim financial information is
prepared on the basis that the Group is a going concern but with
material uncertainties currently in evidence. In assessing going
concern and determining whether there are material uncertainties,
the Directors consider the Group`s business activities, together
with factors that are likely to affect its future development and
position.
A review of the Group`s cash flows, solvency, liquidity position
and borrowing facilities has taken place. At 30 September 2022 the
Group had net assets of GBP25.5 million (31 March 2022: GBP45.9
million) including net cash of GBP4.8 million (31 March 2022:
GBP11.2 million). In the six months to 30 September 2022 the
Group's net cash outflow from operations before tax was GBP6.0
million (31 March 2022: GBP7.6 million).
Following the period in question, the Company entered into an
arrangement with Bayford & Co Ltd ("Bayford") and funds managed
by the Harwood Capital Management Limited Group ("Harwood") in
respect of the provision of funding of up to GBP6 million (the
"Facility") by way of a convertible loan. This Facility is expected
to support the Group to initiate a review of the various strategic
options available to it to maximise value for all shareholders and
to ensure the Group continues to have adequate working capital,
however it is anticipated that additional funding will be required
to support its future trading in FY24.
Accounting policies
The same accounting policies are followed in this condensed
consolidated interim financial information as were applied in the
Group`s latest audited financial statements to 31 March 2022.
2. Segmental analysis
The Board has been identified as the Chief Operating Decision
Maker (CODM) as defined under IFRS 8: Operating Segments. The
directors consider there to be two operating segments,
Infrastructure: Design and Build, and Utility assets: Own and
Operate. Fulcrum's Infrastructure: Design and Build segment
provides utility infrastructure and connections services. Utility
assets: Own and Operate comprises both the ownership of gas,
electrical and meter assets and the safe and efficient conveyance
of gas and electricity through its transportation networks. Gas
transportation services are provided under the iGT licence granted
from Ofgem in June 2007 and electricity services are provided under
the iDNO licence granted from Ofgem in November 2017.
The information provided to the Board includes management
accounts comprising operating result before exceptional items for
each segment and other financial and non-financial information used
to manage the business on a consolidated basis.
Six months to 30 September 2022 Six months to 30 September 2021
(unaudited) (unaudited)
Infrastructure: Utility assets: Infrastructure: Utility assets:
Design and Build Own and Operate Total Group Design and Build Own and Operate Total Group
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ----------------- ---------------- ----------- ----------------- ---------------- -----------
Reportable segment
revenue 21,942 1,997 23,939 26,665 1,887 28,552
Adjusted EBITDA* (4,152) 853 (3,299) 213 784 997
Other net
gains/(losses) 47 (560) (513) 85 (119) (34)
Share based
payment charge (27) - (27) (216) - (216)
Depreciation and
amortisation (1,105) (423) (1,528) (1,326) (272) (1,598)
------------------ ----------------- ---------------- ----------- ----------------- ---------------- -----------
Reportable segment
operating
(loss)/profit
before
exceptional items (5,237) (130) (5,367) (1,244) 393 (851)
Cost of sales -
exceptional items (2,091) - (2,091) - - -
Administrative
expenses
-exceptional
items (12,694) - (12,694) (184) - (184)
------------------ ----------------- ---------------- ----------- ----------------- ---------------- -----------
Reporting segment
operating
(loss)/profit (20,022) (130) (20,152) (1,428) 393 (1,035)
Net finance
expense (22) (137) (159) (45) (211) (256)
------------------ ----------------- ---------------- ----------- ----------------- ---------------- -----------
(Loss)/profit
before tax (20,044) (267) (20,311) (1,473) 182 (1,291)
------------------ ----------------- ---------------- ----------- ----------------- ---------------- -----------
Year ended 31 March 2022 (audited)
Infrastructure: Utility assets:
Design and Build Own and Operate Total Group
GBP'000 GBP'000 GBP'000
---------------------------------------------------------------- ------------------ ----------------- -------------
Reportable segment revenue 57,631 4,215 61,846
Adjusted EBITDA* (1,557) 2,056 499
Other net gains 146 184 330
Share based payment charge (639) - (639)
Depreciation and amortisation (2,606) (651) (3,257)
---------------------------------------------------------------- ------------------ ----------------- -------------
Reportable segment operating (loss)/profit before exceptional
items (4,656) 1,589 (3,067)
Cost of sales - exceptional items (3,502) (1,920) (5,422)
Administrative expenses - exceptional items (5,202) - (5,202)
---------------------------------------------------------------- ------------------ ----------------- -------------
Reporting segment operating loss (13,360) (331) (13,691)
Net finance expense (107) (389) (496)
---------------------------------------------------------------- ------------------ ----------------- -------------
Loss before tax (13,467) (720) (14,187)
---------------------------------------------------------------- ------------------ ----------------- -------------
*Adjusted EBITDA is operating (loss) / profit excluding the
impact of exceptional items, other net losses/gains, depreciation,
amortisation and equity-settled share-based payment charges. Full
reconciliation of Alternative Performance Measures (APMs) is
provided in note 3 .
The Group derives all of its revenue from the UK and all of the
Group's customers are based in the UK. The Group`s revenue is
derived from contracts with customers.
3. Alternative Performance Measures ("APMs")
The Group uses APMs, as listed below, to present users of the
accounts with a clear view of what the Group considers to be the
results of its underlying, sustainable business operations, thereby
enabling consistent period-on-period comparisons and making it
easier for users of the accounts to identify trends. APMs are not
defined by IFRS and therefore may not be directly comparable with
other companies` APMs. APMs should be considered in addition to,
and are not intended to be a substitute for, or superior to, IFRS
measurements.
Alternative Performance
Measure Definition
----------------------------- --------------------------------------------------
Adjusted EBITDA Operating profit/loss excluding exceptional
items, other net losses/gains, amortisation
and depreciation and equity-settled share-based
payments
Adjusted loss before taxation Loss before taxation excluding amortisation
of acquired intangibles and exceptional
items included within cost of sales and
administrative expenses
Net assets per share Net assets divided by the number of shares
in issue at the financial reporting date
------------------------------- ------------------------------------------------
A reconciliation of APMs to statutory measures is disclosed in
the tables below:
(a) Reconciliation of operating loss to "adjusted EBITDA"
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
----------------------------------- ------------------------------ ------------------------------ ------------
Operating loss (20,152) (1,035) (13,691)
Adjusted for:
Exceptional items within operating
loss (note 4) 14,785 184 10,624
Other net losses/(gains) (note
5) 513 34 (330)
Amortisation and depreciation 1,528 1,598 3,257
Equity-settled share-based
payments 27 216 639
----------------------------------- ------------------------------ ------------------------------ ------------
Adjusted EBITDA (3,299) 997 499
----------------------------------- ------------------------------ ------------------------------ ------------
(b) Reconciliation of loss before tax to "adjusted loss before
taxation"
Unaudited Unaudited Audited
Six months Six months Year ended
ended 30 September ended 30 September 31 March
2022 2021 2022
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------- ------------------- ------------
Loss before tax (20,311) (1,291) (14,187)
Adjusted for:
Exceptional items included
in cost of sales 2,091 - 5,422
Exceptional items included
in administrative expenses 12,694 184 5,202
Amortisation of acquired intangibles 624 624 1,248
------------------------------------- ------------------- ------------------- ------------
Adjusted loss before taxation (4,902) (483) (2,315)
------------------------------------- ------------------- ------------------- ------------
(c) Net assets per share
Unaudited Unaudited Audited
30 September 30 September 31 March
2022 2021 2022
------------------------------------ -------------- -------------- ----------
Net assets at end of period/year
(GBP`000) 25,481 34,112 45,875
Issued shares at end of period/year
(000`s) 399,313 222,118 399,313
Net assets per share (p) 6.4p 15.4p 11.5p
------------------------------------ -------------- -------------- ----------
4. Exceptional items
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------------------- ------------------------------- -------------
Exceptional items included in cost
of sales 2,091 - 5,422
Exceptional items included in
administrative expenses 12,694 184 5,202
------------------------------------- ------------------------------- ------------------------------- -------------
14,785 184 10,624
------------------------------------- ------------------------------- ------------------------------- -------------
(a) Exceptional items included in cost of sales
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
------------------------ ------------------------------- ------------------------------- -------------
Fixed asset impairment - - 1,920
Onerous contracts 2,091 - 3,502
------------------------ ------------------------------- ------------------------------- -------------
2,091 - 5,422
------------------------ ------------------------------- ------------------------------- -------------
(b) Exceptional items included in administrative expenses
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
--------------------------------- ------------------------------- ------------------------------- -------------
Restructuring costs 291 74 575
One-off legal and advisor costs 174 110 242
Intangible asset impairment 12,059 - 2,309
Onerous contracts 170 - 2,076
--------------------------------- ------------------------------- ------------------------------- -------------
12,694 184 5,202
--------------------------------- ------------------------------- ------------------------------- -------------
In the six month period to 30 September 2022, the Group
recognised an impairment of GBP11.9 million for goodwill and brands
and customer relationships. See note 10 for further detail.
5. Other net (losses)/gains
Included within other net (losses)/gains are the following
amounts:
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------------------- ------------------------------- -------------
Loss on disposal of assets (560) (119) (75)
Additional consideration receivable
from utility asset sales in
previous years - - 259
Enhanced payments received 47 85 146
(513) (34) 330
------------------------------------- ------------------------------- ------------------------------- -------------
Additional consideration receivable from utility asset sales in
previous years is amounts due to the Group for utility assets sold
in previous years that were non-metered when sold and became
metered in the year ended 31 March 2022.
Enhanced payments are amounts receivable by the Group when the
number of domestic connections introduced by the Group to a
third-party reaches certain pre-agreed thresholds.
The loss on disposal of assets represents the loss arising on
sale of certain of the Group's utility assets to a third-party. The
Group has entered into an agreement with the third party to sell
part of its utility assets portfolio in structured tranches. The
loss outlined below is the result of assets transferred in the
current and previous financial period/year.
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------------------- ------------------------------- -------------
Consideration - proceeds received 2,082 3,725 6,487
Consideration - proceeds receivable 10 - -
Consideration - retention receivable 64 115 201
------------------------------------- ------------------------------- ------------------------------- -------------
Total consideration 2,156 3,840 6,688
Net book value of assets sold
(including the effect of previous
revaluations) (2,631) (3,931) (6,580)
Legal and other costs relating to
the transactions (81) (28) (173)
Discounting of retention
consideration due in more than one
year (4) - (10)
Loss on disposal of assets (560) (119) (75)
------------------------------------- ------------------------------- ------------------------------- -------------
Some of the disposed utility assets had previously been revalued
in accordance with the Group policy. Upon disposal, this gave rise
to a transfer between the revaluation reserve and retained earnings
of GBP873,000 (year ended 31 March 2022: GBP1,445,000).
6. Earnings per share (EPS)
The calculation of the adjusted basic and diluted earnings per
share is based upon the following loss attributable to ordinary
shareholders and the weighted average number of ordinary shares
outstanding:
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
------------------------------------- ------------------------------- ------------------------------- -------------
Loss for the period/year used for
the calculation of basic EPS (20,693) (1,104) (13,422)
Exceptional items included in cost
of sales 2,091 - 5,422
Exceptional items included in
administrative expenses 12,694 184 5,202
Remove tax relief on exceptional
items (2,809) (35) (2,019)
Amortisation of brands and customer
relationships 624 624 1,248
------------------------------------- ------------------------------- ------------------------------- -------------
Loss for the period/year used for
the calculation of adjusted EPS (8,093) (331) (3,569)
------------------------------------- ------------------------------- ------------------------------- -------------
Number of shares:
Unaudited Unaudited Audited
Six months Six months Year ended
ended 30 September ended 30 31 March
2022 September 2022
2021
'000 '000 '000
-------------------------------- --------------------- ------------- -------------
Weighted average number
of ordinary shares for
the purpose of basic EPS 399,313 222,118 260,169
Effect of potentially dilutive
ordinary shares 1,437 4,219 1,739
-------------------------------- --------------------- ------------- -------------
Weighted average number
of ordinary shares for
the purpose of diluted
EPS 400,750 226,337 261,908
-------------------------------- --------------------- ------------- -------------
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
EPS 2022
------------------ -------------------------------- -------------------------------- -------------
Basic (5.2)p (0.5)p (5.2)p
Diluted basic (5.2)p (0.5)p (5.1)p
Adjusted basic (2.0)p (0.1)p (1.4)p
Adjusted diluted (2.0)p (0.1)p (1.4)p
------------------ -------------------------------- -------------------------------- -------------
7. Taxation
Unaudited Unaudited Audited
Six months ended 30 September Six months ended 30 September Year ended
2022 2021 31 March
2022
GBP'000 GBP'000 GBP'000
--------------------------- ------------------------------- ------------------------------- ------------
Current tax - - 380
Deferred tax (382) 187 385
--------------------------- ------------------------------- ------------------------------- ------------
Total tax (charge)/credit (382) 187 765
--------------------------- ------------------------------- ------------------------------- ------------
At Budget 2020, the government announced that the corporation
tax main rate (for all profits except ring-fence profits) for the
years starting 1 April 2021 and 2022 would be 19%. At Spring Budget
2021, the government announced that the corporation tax main rate
would rise to 25% for companies with profits over GBP250,000
together with the introduction of a small profits rate of 19% with
effect from 1 April 2023. The increase in the tax rate to 25% is
considered to be substantively enacted, and accordingly the
deferred tax balances expected to unwind after 1 April 2023 have
been calculated using the 25% tax rate.
The Group has GBP7.9 million (31 March 2022: GBP12.5 million) of
tax losses for which deferred tax assets of GBP2.0 million (31
March 2022: GBP3.1 million) have been recognised. The deferred tax
asset is expected to be recovered over five years. The Group also
has unrecognised tax losses of GBP22.1 million (31 March 2022:
GBP9.7 million) for which no deferred tax asset has been recognised
as there is insufficient certainty over whether those losses will
reverse.
8. Capital commitments
At 30 September 2022 the Group had entered into contracts to
purchase property, plant and equipment in the form of utility
assets for the amount of GBP5.5 million. The capital commitments at
31 March 2022 were GBP5.5 million and at 30 September 2021 were
GBP8.9 million .
9. Property, plant and equipment
Fixtures and fittings Computer equipment
Utility assets GBP'000 GBP'000 Total
GBP'000 GBP'000
Cost
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 1 April 2021 (audited) 71,380 1,069 1,344 73,793
Externally acquired assets 1,161 - 216 1,377
Internally adopted assets 578 - - 578
Surplus arising on internally adopted assets 119 - - 119
Disposals (3,951) - - (3,951)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2021 (unaudited) 69,287 1,069 1,560 71,916
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Externally acquired assets 1,516 22 4 1,542
Internally adopted assets 1,846 - - 1,846
Additional costs allocated to internally
adopted assets on which a surplus previously
arose (62) - - (62)
Revaluation 4,252 - - 4,252
Disposals (2,712) - - (2,712)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 31 March 2022 (audited) 74,127 1,091 1,564 76,782
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Externally acquired assets 1,630 44 24 1,698
Internally adopted assets 340 - - 340
Surplus arising on internally adopted assets 29 - - 29
Disposals (2,636) - - (2,636)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2022 (unaudited) 73,490 1,135 1,588 76,213
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Accumulated depreciation
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 1 April 2021 (audited) (34,353) (856) (1,270) (36,479)
Depreciation charge for the period (254) (30) (102) (386)
Disposals 20 - - 20
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2021 (unaudited) (34,587) (886) (1,372) (36,845)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Depreciation charge for the period (359) (50) (43) (452)
Impairment from external revaluation (2,397) - - (2,397)
Disposals 63 - - 63
At 31 March 2022 (audited) (37,280) (936) (1,415) (39,631)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Depreciation charge for the period (410) (19) (70) (499)
Disposals 5 - - 5
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2022 (unaudited) (37,685) (955) (1,485) (40,125)
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Net book value
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2022 (unaudited) 35,805 180 103 36,088
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 31 March 2022 (audited) 36,847 155 149 37,151
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 30 September 2021 (unaudited) 34,700 183 188 35,071
---------------------------------------------- ---------------- --------------------- ------------------ ---------
At 31 March 2021 (audited) 37,027 213 74 37,314
---------------------------------------------- ---------------- --------------------- ------------------ ---------
Additions of internally adopted assets within utility assets in
the six months ended 30 September 2022 are stated at the full cost
of construction of GBP0.7 million (year ended 31 March 2022: GBP3.7
million) less the deficit arising on internally adopted assets of
GBP0.4 million (year ended 31 March 2022: GBP1.3 million).
10. Intangible assets
Goodwill Brands & customer relationships Software Total
GBP'000
GBP'000 GBP'000 GBP'000
At 1 April 2021 (audited) 9,757 8,115 1,035 18,907
Additions - - 57 57
Amortisation for the period - (624) (100) (724)
--------------------------------- -------- ------------------------------- -------- --------
At 30 September 2021 (unaudited) 9,757 7,491 992 18,240
--------------------------------- -------- ------------------------------- -------- --------
Additions - - 367 367
Amortisation for the period - (624) (77) (701)
Impairment for the period (2,149) - (160) (2,309)
--------------------------------- -------- ------------------------------- -------- --------
At 31 March 2022 (audited) 7,608 6,867 1,122 15,597
--------------------------------- -------- ------------------------------- -------- --------
Additions - - 343 343
Amortisation for the period - (624) (12) (636)
Impairment for the period (7,608) (4,255) (196) (12,059)
--------------------------------- -------- ------------------------------- -------- --------
At 30 September 2022 (unaudited) - 1,988 1,257 3,245
--------------------------------- -------- ------------------------------- -------- --------
Given a number of internal and external factors, management
believes that indications for possible impairment exist for
goodwill and brands and customer relationships. Accordingly, an
impairment test has been carried out in relation to both goodwill
and brands and customer relationships. Where an impairment is
indicated, goodwill would be impaired first, followed by brands and
customer relationships on a pro-rata basis.
Goodwill and brands and customer relationships are tested for
impairment by comparing the carrying amount of each CGU with the
recoverable amount. The recoverable amount is the higher of fair
value less costs to sell and the value in use.
Goodwill brought forward at the start of the period relates to
the acquisition of Fulcrum Group Holdings Limited on 8 July 2010
and the acquisition of The Dunamis Group Limited on 5 February
2018. The carrying amount of the goodwill is allocated across
cash-generating units (CGUs). The goodwill held by the Group
relates to either the Fulcrum Infrastructure Services CGU or
Dunamis, which has two CGUs. The brands and customer relationships
also relate to the same CGUs.
In the impairment tests, the recoverable amounts are determined
based on value in use calculations which require assumptions. The
fair value measurement was categorised as a Level 3 fair value
based on the inputs in the valuation technique used.
The recoverable amounts of the CGUs have been determined from
value in use calculations which have been predicated on discounted
cash flow projections from financial plans approved by the Board.
The values assigned to the key assumptions represent management's
assessment of future trends in the relevant industries and have
been based on historical data from both external and internal
sources, together with the Group's views on the future achievable
growth and the impact of committed cash flows. Cash flows beyond
this are extrapolated using the estimated long-term growth rates as
summarised in the following paragraph.
The pre-tax cash flows that these projections produced were
discounted at pre-tax discount rates based on the Group's beta
adjusted cost of capital reflecting management's assessment of
specific risks related to each cash-generating unit. Pre-tax
discount rates of between 11.3% and 13.1% (31 March 2022: between
8.1% and 9.8%) have been used in the impairment calculations which
the directors believe fairly reflect the risks inherent in each of
the CGUs. The terminal cash flows are extrapolated in perpetuity
using a growth rate of 2.0% (31 March 2022: 2.0%). This is not
considered to be higher than the long-term industry growth
rate.
Following the review, the carrying value of the intangible
assets exceeded the associated value in use for all of the CGUs.
Consequently, an impairment of GBP2.2 million was made to the
carrying value of goodwill in the Fulcrum CGU, and impairments of
GBP5.4 million and GBP4.3 million were made to the carrying values
of goodwill and brands and customer relationships, respectively, in
the Dunamis CGUs.
A segment-level summary of the acquired intangible assets
allocation is presented below:
Fulcrum Dunamis Total
GBP'000 GBP'000 GBP'000
---------------------------------- -------- -------- --------
Goodwill - - -
Brands and customer relationships - 1,988 1,988
---------------------------------- -------- -------- --------
11. Trade and other receivables
Unaudited Unaudited Audited
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
----------------------------------- ------------------- ------------------- ---------------
Trade receivables 7,362 4,392 7,326
Other receivables and prepayments 2,643 3,535 2,294
----------------------------------- ------------------- ------------------- ---------------
10,005 7,927 9,620
----------------------------------- ------------------- ------------------- ---------------
12. Trade and other payables
Unaudited Unaudited Audited
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
---------------- ------------------- ------------------- ---------------
Trade payables 6,553 6,830 7,472
Other payables 8,369 5,740 8,353
---------------- ------------------- ------------------- ---------------
14,922 12,570 15,825
---------------- ------------------- ------------------- ---------------
13. Interest-bearing loans and borrowings
Changes in liabilities arising from financing activities are
shown below:
Unaudited Unaudited Audited
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
------------------------------------------- ------------------ ------------------ --------------
At the beginning of the period (94) 5,483 5,483
Repaid - (3,250) (10,950)
New borrowings - 2,000 5,250
Capitalised borrowing fees - (3) (11)
Amortisation of capitalised borrowing fees 71 66 134
------------------------------------------- ------------------ ------------------ --------------
At the end of the period (23) 4,296 (94)
------------------------------------------- ------------------ ------------------ --------------
As no borrowings are outstanding as at 30 September 2022, the
capitalised borrowing fees have been included within trade and
other receivables.
14. Reconciliation to net cash/(debt)
Unaudited Unaudited Audited
30 September 2022 30 September 2021 31 March 2022
GBP'000 GBP'000 GBP'000
-------------------------- ------------------ ------------------ --------------
Cash and cash equivalents 4,774 1,035 11,176
Borrowings - (4,296) -
-------------------------- ------------------ ------------------ --------------
Net cash/(debt) 4,774 (3,261) 11,176
-------------------------- ------------------ ------------------ --------------
Net cash/(debt) is defined as cash and cash equivalents less
loans and borrowings, excluding lease liabilities.
15. Provisions
Provision
for costs
to settle Provision
ongoing for onerous Other
legal claims contracts provisions Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------- ------------- ------------ ------------ ---------
At 31 March 2021(audited) 54 - - 54
Provision created during the period (20) - - (20)
------------------------------------- ------------- ------------ ------------ ---------
At 30 September 2021 (unaudited) 34 - - 34
Provision released during the period (34) - - (34)
Provision created during the period - 5,578 121 5,699
Provision utilised during the period - (1,368) - (1,368)
At 31 March 2022 (audited) - 4,210 121 4,331
Provision created during the period - 2,261 - 2,261
Provision utilised during the period - (1,279) (121) (1,400)
------------------------------------- ------------- ------------ ------------ ---------
At 30 September 2022 (unaudited) - 5,192 - 5,192
------------------------------------- ------------- ------------ ------------ ---------
The provision for onerous contracts relates to future losses
expected to be incurred on contracts deemed to be onerous. The
amount and timing of the outflows related to these provisions are
uncertain, but a reliable estimate has been made.
Of the GBP5.2 million provision for onerous contracts, GBP2.0
million is expected to be settled in more than 12 months. All other
provisions are expected to be settled within 12 months.
16. Related parties
The Group has related party relationships with its subsidiaries,
directors and key management personnel. Details of the
remuneration, share options and pension entitlement of the
directors are included in the Remuneration Report on page 25 of the
Annual Report and Accounts 2022, which are available on the Fulcrum
Utility Services Limited website at
https://investors.fulcrum.co.uk.
Principal risks
The Board have assessed the Principal Risks as disclosed in the
2022 Annual Report and Accounts and have determined that there has
been no change in the risks faced or the risk rating of the risks
detailed.
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