TIDMUTW
RNS Number : 4099C
Utilitywise plc
16 April 2013
Under embargo until 7am, 16 April 2013
Utilitywise plc
("Utilitywise" or the "Company")
Half Year Results
for the six months ended 31 January 2013
Utilitywise, a leading independent utility cost management
consultancy, is pleased to announce its half year results for the
period to 31(st) January 2013.
Geoff Thompson, CEO commented:
"We are delighted to have achieved a 44% increase in revenues,
which underlines the exciting growth opportunities available to the
Company. Particularly encouraging has been the level of
profitability given the costs absorbed by the business in terms of
new premises, investment in energy consumption management products,
services and headcount growth as outlined at the time of our IPO.
We have good visibility over future revenue and our pipeline of new
secured and as yet unrecognised revenue has increased since period
end. This, combined with the growing sales momentum from our
recently expanded team of energy consultants, leaves us confident
in the future prospects of the business.
"Our interim results are in line with our expectations and we
remain on course to meet full year targets."
Financial Highlights
-- Revenue increased 44% to GBP10.2m (H2 2012: GBP7.3m, H1 2012: GBP7.1m)
-- Gross profit increased 34% to GBP4.3m (H2 2012: GBP3.0m, H1 2012: GBP3.2m)
-- Adjusted EBITDA* of GBP2.3m (H2 2012: GBP1.6m, H1 2012: GBP2.6m)
-- Adjusted Pre-tax profit* of GBP2.1m (H2 2012: GBP1.4m, H1 2012: GBP2.5m)
-- Adjusted fully diluted EPS* 2.4p
-- Proposed interim dividend of 0.8p
-- Net Cash of GBP5.0m (31 January 2012; GBP0.0m)
-- Acquisition of Clouds for GBP1m
Given the major corporate changes effected in the business a
more meaningful comparison is provided below against the last 6
month period ending 31 July 2012.
H1 2013 H2 2012 % Change
----------------- ---------- ----------- ---------
Revenue GBP10.2m GBP7.3m +40%
----------------- ---------- ----------- ---------
Adjusted EBITDA GBP2.3m* GBP1.6m** +44%
----------------- ---------- ----------- ---------
Adjusted PBT GBP2.1m* GBP1.4m** +50%
----------------- ---------- ----------- ---------
*Adjusted for share based payments of GBP87k (H1 2012: no
adjustments)
** Adjusted for a one off lease termination fee of GBP75k and
GBP316k of IPO costs
Corporate Highlights
-- Continued growth in contracted meters to 35,400; as at 31
January 2013 a 39% increase since IPO.
-- Further expansion of Energy Consultants team to 259
consultants as at 31 January 2013, an increase of 92% since 31
January 2012 and 38% since 31 July 2012.
-- Over GBP13m of new business secured in H1, of which in excess
of GBP8.5m was still to go live as at 31 January 2013.
-- Successful acquisition and integration of Clouds, broadening
the Energy Management Products and Services offering to include a
range of Carbon Reporting and Legislative Compliance services.
-- On-going development of proprietary I.T. Systems, including
enhancement of the Darwin CRM platform and development of utility
insight into a multi utility reporting solution.
-- Creation of a new Business Development and Account Management
function including the development of a Risk Management and
Flexible Buying capability.
Richard Feigen, Chairman, commented:
"I am pleased to report that Utilitywise has continued to make
impressive progress and remains on track to achieve full year
targets.
"Our interim results continue to demonstrate the strength of our
proposition, our continued ability to scale our business model and
the important differentiation we have achieved through our on-going
development of our energy management products and services."
For further information:
Utilitywise PLC 0870 626 0559
Geoff Thompson, CEO
Andrew Richardson, CFO
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. 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 high street shops to
multinationals with thousands of sites and cover the whole of the
UK. In total, Utilitywise manages over 35,500 energy meters which
have an overall energy consumption of approaching 4 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.
Chief Executive's Statement
I am pleased to report on the strong performance of the Group in
the first half of the year, delivering another period of growth for
the business and making steady progress on a number of strategic
goals. The growth we achieved during the period is driven by the
controlled expansion of our team of energy consultants. We have
grown this team by 38% over the prior six month period, bringing
the total number of energy consultants to 259 as at the end of
January 2013. The majority of the recent hires have now completed
our internal training academy and we would expect them to provide a
net profit contribution during the second half of the year.
Given the growth defined above, our core energy procurement
offering to commercial customers has continued to scale as
evidenced by the volume of new customers we contracted in the six
months to end of January. In the period our contracted customers
increased to 13,287, an increase of 33% since IPO. We have also
seen a continued improvement in our renewal rate to 69% by meter
volume from 53% at IPO.
In addition to this core offering, we have continued to expand
our unique suite of energy management products and services.
Further investment in Energy Services has been made in the period,
including improvements to our proprietary Edd:e sub metering
solution and the associated utility insight reporting platform.
This development has led to the creation of a multi utility
reporting solution for gas, power and water as well as our own
unique circuit level sub metering data.
The investment in the Group's IT systems and processes, which
form the foundation of our scalable business model, has resulted in
the development of 'Quantum' an enhancement to the Group's Darwin
CRM System which will improve the functionality of the current
system and integrate the Energy Management products and
services.
Internal product development remains a key strategic focus for
us and we have further product upgrades planned for H2. Our Voltage
Optimisation product, which has been designed to deliver value to
customers at a competitive price and with functionality not
available elsewhere, has undergone final testing in March 2013 and
is planned for full product launch in the Autumn following client
testing in July.
The creation of a revised Business Development and Account
Management function has been completed. This structure will promote
our Risk management and Flexible Buying solution as well as our
broader Energy Management Services. It is pleasing that, whilst in
its infancy, this structure has already led to a number of
important Risk Management and Flexible Buying contract wins in the
period under review.
Our relationships with the UK Energy supply companies remain
strong and we enjoy an enviable position as a partner who they can
rely upon to deliver customer volume and an innovative approach to
solving business customers' energy management needs.
KPIs
6 months
6 months January to January
2013 2012 Change
Energy Consultants at period end 259 135 92%
Contracts secured in period 12,178 10,345 18%
Secured future unrecognised revenue
at period end GBP8.5m GBP6.8m 25%
People
We remain committed to attracting the right talent and to
developing the skills of our people so that our customers benefit
from our knowledge and experience and from the quality of service
we provide. As detailed at the time of our IPO, a key focus in the
first half has been the recruitment of Energy Consultants and we
have added a further 71 Energy Consultants in the first half.
Our new training academy has ensured that all of our people have
the appropriate knowledge and skills to service our clients with
our full range of products and services.
Acquisitions
It is our aim to enhance our organic growth with selected
acquisitions to broaden and develop our product and service
offering.
The Board is pleased to announce, as separately disclosed, the
acquisition of Aqua Veritas Consulting Ltd a water consultancy
business based in Leicester.
Our acquisition of Clouds, an independent consultancy
specialising in energy management services based in Portsmouth, is
proving successful with the integration of the businesses now
complete. Please refer to note 8.
The Clouds acquisition has broadened the range of Energy
Management products and services offered by the Group to include
Carbon Management Services and Legislative Compliance Services.
Principal Risks and Uncertainties
There have been no changes to the principal risks and
uncertainties identified in the annual financial statements for the
year ended 31 July 2012.
Outlook
Our interim results continue to demonstrate the strength of our
proposition, our continued ability to scale our business model and
the important differentiation we have achieved through our on-going
development of our energy management products and services. We have
good visibility over future revenue and a healthy pipeline of new
business, which, combined with the growing sales momentum from our
recently expanded team of energy consultants, leaves us confident
in the future prospects of the business and a successful outcome
for the full year.
Financial Review
Income Statement
During the six month period ended 31 January 2013 revenue
increased by 44% over the corresponding period last year to GBP10.2
million including GBP0.3 million from Clouds Environmental Services
acquired in September 2012. This growth is further put into context
when compared to the previous six months trading with revenue
increasing 40% on the six months ending 31 July 2012. This is
supported by an increase of 26% in the volume of contracts going
live in the period compared to the previous six months.
Energy consultant headcount continues to grow from 135 at the
end of January 2012 to 188 at the end of July 2012 and to 259 at
this period end. It is this growth that will form the basis for
future increases in revenue and profitability as the new energy
consultants complete training and their performance improves with
length of service. This is illustrated by the increase in contracts
secured going live, which has steadily grown throughout the period
from GBP8.2 million in the 6 month period ending 31 January 2012 to
GBP8.8 million in the 6 month period ending 31 July 2012 to GBP11.0
million for the six month period ending 31 January 2013.
This momentum is further evidenced by the growth in the value of
contracts secured but not gone live i.e. the future secured revenue
stream which has grown from GBP6.8 million as at 31 January 2012 to
GBP7.1 million as at 31 July 2012 to GBP8.5 million as at 31
January 2013.
Gross margins remained strong through the period at 42% against
the backdrop of a 38% increase in energy consultant headcount
during the period. This compares to a margin of 45% for six months
ended 31 January 2012, a period of relatively static energy
consultant headcount, and 39% for the 6 months ended 31 July 2012,
a period which enjoyed a similar increase in energy consultant
headcount.
Adjusted EBITDA, defined as EBITDA adjusted for share based
payments for the period was GBP2.3 million, a slight decrease of
GBP0.3 million compared to the 6 month period to 31 January 2012 as
a result of the investment made in staff and infrastructure during
the period. However when compared to the 6 month period to 31 July
2012 adjusted EBITDA increased by 44% from GBP1.6 million. 2012
adjusted EBITDA is defined as EBITDA adjusted for a one off lease
termination fee and IPO costs. Following the relocation of the
Group to new offices at Market Dock South Shields in January 2012
administrative expenses have increased in line with expectations as
the business has expanded its infrastructure and support functions
to support further organic growth.
Cash and Borrowings
The Group has invested GBP1.9 million of cash for operations
during the six month period as it pursues its energy consultant
headcount growth, the infrastructure to support future growth and
investment in energy management products and services. This has
resulted in a period end net cash balance of GBP5.0 million, in
line with expectations allowing for the GBP0.4 million expended in
the acquisition of Clouds. This trend will improve in the second
half as revenues and cashflow from this investment in talent and
infrastructure follow.
Balance Sheet
As at 31 January 2013 the Group had total non-current assets of
GBP7.2 million (GBP3.8 million 31 January 2012) including GBP3.4
million of goodwill (GBP2.4 million 31 January 2012). PPE asset
investment of GBP0.3 million was incurred to support the increased
headcount.
Inventories of GBP53,000 relate to stock of Edd:e energy
monitoring units. Trade receivables stood at GBP4.4 million as at
31 January 2013, GBP0.5 million lower than 31 January 2012. Total
liabilities stand at GBP4.4 million, a GBP0.9 million increase on
the period to 31 July 2012 and a reduction of GBP0.5 million on the
6 months to 31 January 2012. Net current assets remain strong at
GBP5.09 million (GBP0.37 million 31 January 2012).
Dividend
The Board is proposing an interim dividend of 0.8p per share
payable to shareholders on the register at close of business on 22
May 2013 to shareholders on the register at 3 May 2013.
INDEPENDENT REVIEW REPORT TO UTILITYWISE PLC
Introduction
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 January 2013 which comprises condensed
consolidated statement of total comprehensive income, the condensed
consolidated statement of financial position, the condensed
consolidated statement of changes in equity, the condensed
consolidated cash flow statement and related notes.
We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Directors' responsibilities
The interim report, including the financial information
contained therein, is the responsibility of and has been approved
by the directors. The directors are responsible for preparing the
interim report in accordance with the rules of the London Stock
Exchange for companies trading securities on AIM which require that
the half-yearly report be presented and prepared in a form
consistent with that which will be adopted in the company's annual
accounts having regard to the accounting standards applicable to
such annual accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the company in meeting the requirements of the
rules of the London Stock Exchange for companies trading securities
on AIM and for no other purpose. No person is entitled to rely on
this report unless such a person is a person entitled to rely upon
this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior
written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we
hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity", issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31
January 2013 is not prepared, in all material respects, in
accordance with the rules of the London Stock Exchange for
companies trading securities on AIM.
BDO LLP
Chartered Accountants and Registered Auditors
Location
United Kingdom
Date
BDO LLP is a limited liability partnership registered in England
and Wales (with registered number OC305127).
Condensed consolidated statement of total comprehensive income -
Unaudited
6 months ended 6 months ended Year ended
31 January 31 January 31 July 2012
2013 2012
Note GBP GBP GBP
Revenue 3 10,217,183 7,091,443 14,382,806
Cost of sales 5,917,657 3,865,104 8,180,207
Gross profit 4,299,526 3,226,339 6,202,599
Other operating income 54,679 44,363 109,582
Administrative expenses 2,350,258 771,339 2,420,454
Exceptional items 4 - - 391,398
------------------------------------ ----- --------------- --------------- -------------
Total administrative expenses 2,350,258 771,339 2,811,852
Profit from operations 2,003,947 2,499,363 3,500,329
Interest received 26,279 - -
Interest and finance costs 32,725 9,252 32,257
--------------- --------------- -------------
Finance expense 6,446 9,252 32,257
Profit before tax 1,997,501 2,490,111 3,468,072
Tax expense 519,350 693,256 1,036,062
Profit for the period attributable
to equity holders of the
parent company 1,478,151 1,796,855 2,432,010
Other comprehensive income
(net of tax) - - -
Total comprehensive income
attributable to equity holders
of the parent company 1,478,151 1,796,855 2,432,010
Earnings per share for profit
attributable to the owners
of the parent during the
period
Basic 6 0.024 0.036 0.047
Diluted (pence) 6 0.023 0.036 0.047
Condensed consolidated statement of financial position -
Unaudited
6 months ended 6 months ended Year ended
31 January 31 January
2013 2012 31 July 2012
Note GBP GBP GBP
--------------- --------------- -------------
Non-current assets
Property, plant and
equipment 7 947,778 686,852 788,189
Goodwill 8 3,352,869 2,356,960 2,356,960
Internally generated
intangible assets - 18,986 27,286
Other intangible assets 32,235 71,641 19,392
Trade and other receivables 2,817,365 633,564 1,536,804
Deferred tax asset 87,813 - -
Total non-current assets 7,238,060 3,768,003 4,728,631
--------------- --------------- -------------
Current assets
Inventories 52,989 130,506 98,622
Trade and other receivables 4,408,487 4,938,771 1,242,017
Cash and cash equivalents 4,951,295 36,721 8,227,499
Total current assets 9,412,771 5,105,998 9,568,138
--------------- --------------- -------------
Total assets 16,650,831 8,874,001 14,296,769
--------------- --------------- -------------
Current liabilities
Trade and other payables 3,351,662 3,938,249 2,820,669
Loans and borrowings - 108,534 24
Corporation tax liability 974,057 692,176 523,910
--------------- -------------
Total current liabilities 4,325,719 4,738,959 3,344,603
--------------- --------------- -------------
Non-current liabilities
Trade and other payables 48,790 94,967 66,790
Deferred tax liability - 58,485 48,655
Total non-current liabilities 48,790 153,452 115,445
--------------- --------------- -------------
Total liabilities 4,374,509 4,892,411 3,460,048
--------------- --------------- -------------
Net assets 12,276,322 3,981,590 10,836,721
--------------- --------------- -------------
Equity attributable
to equity holders of
the company
Called up share capital 9 61,821 100 61,426
Share capital to be
issued 8 253 - -
Share premium 6,187,598 - 6,187,598
Merger reserve 299,605 - -
Merger reserve on shares
to be issued 8 192,247 - -
Share option reserve 108,108 - 20,952
Retained earnings 5,426,690 3,981,490 4,566,745
Total equity 12,276,322 3,981,590 10,836,721
----------- ---------- -----------
Condensed consolidated statement of changes in equity -
Unaudited
Share
Share Share Share Merger Merger option Retained
Reserve
Capital On shares
to be to be
capital issued premium reserve issued reserve earnings Total
GBP GBP GBP GBP GBP GBP GBP GBP
-------- ---------- ------------ ---------- ---------- ---------- -------------- ------------
At 1 August
2011 100 - - - - - 2,184,635 2,184,735
Profit for
the year - - - - - - 2,432,010 2,432,010
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
Listing costs - - (656,481) - - - - (656,481)
-------- ---------- ------------ ---------- ---------- ---------- -------------- ------------
Equity as at
31 July 2012 61,426 - 6,187,598 - - 20,952 4,566,745 10,836,721
At 1 August
2011 100 - - - - - 2,184,635 2,184,735
Profit for
the period - - - - - - 1,796,855 1,796,855
Equity as at
31 January
2012 100 - - - - - 3,981,490 3,981,590
At 1 August
2012 61,426 - 6,187,598 - - 20,952 4,566,745 10,836,721
Profit for
the period - - - - - - 1,478,151 1,478,151
Dividends paid - - - - - - (618,206) (618,206)
Share option
expense - - - - - 87,156 - 87,156
Issue of shares 395 - - 299,605 - - - 300,000
Shares to be
issued - 253 - - 192,247 - - 192,500
-------- ---------- ------------ ---------- ---------- ---------- -------------- ------------
Equity as at
31 January
2013 61,821 253 6,187,598 299,605 192,247 108,108 5,426,690 12,276,322
Condensed consolidated cash flow statement - Unaudited
6 months ended 6 months ended Year ended
31 January 31 January 2012 31 July 2012
2013
GBP GBP GBP
--------------------- ---------------------- --------------------
Operating activities
Profit before tax 1,997,501 2,490,111 3,468,072
Interest paid 32,725 9,252 32,257
Interest received (26,279) - -
Depreciation of property,
plant and equipment 148,513 70,324 187,084
Share option expense 87,156 - 20,952
Grant income (18,000) (19,545) (35,256)
Amortisation of intangible
assets 27,288 - 45,476
Loss on disposal of property,
plant and equipment - 25,287 28,844
--------------------- ---------------------- --------------------
2,248,904 2,575,429 3,747,429
(Increase)/Decrease in trade
and other receivables (4,324,744) (97,097) 2,696,417
(Increase)/Decrease in inventories 45,632 (405) 31,479
Increase/(Decrease) in trade
and other payables 131,035 617,085 112,480
--------------------- ---------------------- --------------------
(4,148,077) 519,583 2,840,376
Cash generated/ used in
operations (1,899,173) 3,095,012 6,587,805
--------------------- ---------------------- --------------------
Income taxes paid (250,000) (692,716) (1,588,412)
Net cash flows from operating
activities (2,149,173) 2,402,296 4,999,393
--------------------- ---------------------- --------------------
Investing activities
Purchase of property, plant
and equipment (291,215) (162,054) (606,176)
Purchase of intangibles (14,471) - (92,154)
Acquisition of subsidiary,
net of cash acquired (196,669) (2,490,255) (2,490,255)
Sale of property, plant
and equipment - - 12,548
--------------------- ---------------------- --------------------
Net cash used in investing
activities (502,355) (2,652,309) (3,176,037)
--------------------- ---------------------- --------------------
Financing activities
Issue of shares - - 6,905,405
Share issue costs - - (656,481)
Dividends paid (618,206) - -
Loans repaid/ advances (24) 68,565 (39,945)
Interest paid (32,725) (9,252) (32,257)
Interest received 26,279 - -
-------------------- ------------------ ------------------
Net cash raised/ used in
financing activities (624,676) 59,313 6,176,722
-------------------- ------------------ ------------------
Net increase/ decrease in
cash and cash equivalents (3,276,204) (190,700) 8,000,078
Cash and cash equivalents
at beginning of period 8,227,499 227,421 227,421
------------------ ------------------
Cash and cash equivalents
at end of period 4,951,295 36,721 8,227,499
-------------------- ------------------ ------------------
Notes
1. Accounting policies
The condensed consolidated interim financial information should
be read in conjunction with the annual financial statements for the
year ended 31 July 2012, which have been prepared in accordance
with International Financial Reporting Standards ("IFRS") as
adopted by the European Union.
The interim financial information for each of the six month
periods ended 31 January 2013 and 31 January 2012 has not been
audited and does not constitute statutory accounts within the
meaning of Section 435 of the Companies Act 2006. The information
for the year ended 31 July 2012 does not constitute statutory
accounts within the meaning of Section 435 of the Companies Act
2006, but is based on the statutory financial statements for that
year, on which the auditors have reported. Their audit report was
unqualified, did not include references to any matters to which the
auditors drew attention by way of emphasis without qualifying their
report and did not contain a statement under Section 498 (2) or (3)
Companies Act 2006.
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 financial statements have been prepared on a going concern
and historical cost basis as stated in the accounting policies.
There have been no changes in accounting policies. All policies are
in line with the year ended 31 July 2012 and we do not anticipate
any further changes for the year ended 31 July 2013. .
2. 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.
During the current period the Group offered both energy
procurement and energy management services. The Board considers
that due to the aggregation criteria in IFRS 8 that the services
offered form one segment for the current period. As the energy
management revenues grow a reassessment of operating segments will
take place.
The Board considers that the Group's project activity
constitutes 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.
Other information
6 months ended 6 months ended Year ended
31 January 2013 31 January 2012 31 July 2012
GBP GBP GBP
---------------- ---------------- -------------
Revenue arises from:
Provision of services 10,217,183 7,091,443 14,382,806
================ ================ =============
Analysis of concentration
of customers (Energy
suppliers)_top 3
and other:
Energy supplier 1 2,467,566 2,602,123 3,903,870
Energy supplier 2 1,849,892 2,198,092 3,640,727
Energy supplier 3 1,748,118 1,422,416 3,086,538
Other suppliers 4,151,607 868,812 3,751,671
10,217,183 7,091,443 14,382,806
================ ================ =============
3. Exceptional items
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 was considered to
be the listing fee value attributable to shares in issue prior to
the AIM listing. Costs associated with new shares issued on
admission were taken to the share premium account. Please see the
Consolidated Statement of Changes in Equity. Exceptional items are
included in administrative expenses in the income statement.
4. Dividends
6 months ended 6 months ended 12 months ended
31 January 2013 31 January 2012 31 July 2012
GBP GBP GBP
Final dividend of
1 pence per ordinary
share proposed and
paid during the period -
relating
to the previous year's
results 618,206 -
6. Earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to ordinary shareholders by the weighted average
number of ordinary shares in issue during the period.
Diluted earnings 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.
The Group has potentially dilutive ordinary shares: those share
options granted to employees where the exercise price is less than
the average market price of the Company's ordinary shares during
the period.
6 months ended 6 months ended 12 months ended
31 January 2013 31 January 2012 31 July 2012
GBP GBP GBP
Profit
Profit used in calculating
basic and diluted
profit 1,478,151 1,796,855 2,432,010
Number of shares
Weighted average
number of shares
for the purpose of
basic earnings per
share 61,688,999 50,000,000(1) 51,523,446
Weighted average
number of shares
for the purpose of
diluted earnings
per share 64,754,631 50,000,000(1) 51,851,390
(1) The number of shares in issue at 31 January 2012 was 10,000.
However, in line with IAS 33 the comparative weighted average
number of shares for the calculation of earnings per share where
there has not been any concomitant change in the resources. As a
result, the number of weighted average shares has been adjusted for
the movements in the number of shares in the period ended 31 July
2012. During that period the company capitalised reserves of
GBP49,900 to give a revised share capital of GBP50,000. Share
capital was then changed from GBP0.01 to GBP0.001 per share.
5. Property, plant and equipment
During the six months ended 31 January 2013 the group incurred
property, plant and equipment additions of GBP291,215.
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
Provisional fair value of net
assets acquired:
Tangible fixed
assets 15,260
Debtors 122,289
Cash 159,152
Creditors (251,789)
----------
44,912
Goodwill 995,909
----------
Consideration:
Cash 355,821
Shares issued 300,000
Contingent cash 192,500
Contingent shares
to be issued 192,500
----------
1,040,821
The goodwill reflects expected synergies from combining the two
businesses.
Since the date of acquisition Clouds Environmental Consultancy
Limited has generated revenue of GBP315,027 and a profit before tax
of GBP73,140 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 GBP10,320,997 and profit before tax GBP2,098,305.
In the year ended 31 July 2012 Utilitywise Plc acquired the
entire share capital of Eco Monitoring Utility Systems Limited
which gave rise to goodwill of GBP2,356,960.
Reconciliation of Goodwill:
GBP
As at 1 August 2012 2,356,960
Additions 995,909
----------
As at 31 January
2013 3,352,869
----------
9. Share capital
6 months ended 6 months ended Year ended
31 January 31 January
2013 2012 31 July 2012
Share capital issued
and fully paid
61,820,578 Ordinary
shares of GBP0.001
each 61,821 100 61,426
--------------- --------------- -------------
Shares to be issued
253,289 Ordinary
shares of GBP0.001 - -
each 253
--------------- --------------- -------------
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.
During the period ending 31 January 2013 as part of the
consideration payable on the acquisition of Clouds Environmental
Consultancy Limited the company issued 394,736 shares at 76p per
share, which resulted in a merger reserve of GBP299,605 and
additions to share capital of GBP395.
The addition of GBP253 to shares to be issued represents the
maximum nominal value of shares to be issued as part of the
contingent consideration on the acquisition of Clouds Environmental
Consultancy Limited. The issue of these shares will result in
addition to the merger reserve of GBP192,247. This balance is
currently held in merger reserve of shares to be issued.
10. Post balance sheet events
On 15 April 2013 the Company acquired the entire issued share
capital of Aqua Veritas Consulting Limited for total initial
consideration of GBP162,000 payable in cash upon completion
(subject to adjustment on the basis of completion accounts) with a
further deferred amount payable based upon 4 times Aqua Veritas'
adjusted EBITDA to April 2014 capped at GBP4 million.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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