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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Inspired Plc | LSE:INSE | London | Ordinary Share | GB00BR2Q0V58 | ORD 1.25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -7.50 | -8.47% | 81.00 | 80.00 | 82.00 | 86.00 | 81.00 | 85.00 | 158,162 | 11:26:09 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Business Services, Nec | 88.78M | -3.63M | -0.0360 | -22.50 | 81.62M |
From Apr 2019 to Apr 2024
TIDMINSE
RNS Number : 0381U
Inspired Energy PLC
31 March 2021
31 March 2021
Inspired Energy PLC
("Inspired Energy" or the "Group")
Final Results 2020
Inspired Energy (AIM: INSE), the leading consultant for energy procurement, utility cost optimisation and legislative compliance in the UK and Ireland, announces its consolidated, audited final results for the year ended 31 December 2020.
Year in review
Hot Features
Premium
2020 2019
*Restated
------------------------------------------------- ---------- ---------
Continuing Operations
Revenue GBP46.1m GBP43.7m
Gross profit GBP38.9m GBP39.0m
Adjusted EBITDA** GBP12.8m GBP16.9m
Adjusted profit before tax*** GBP6.9m GBP13.0m
(Loss)/profit before tax (GBP4.54m) GBP3.08m
Underlying cash generated from operations**** GBP11.6m GBP12.9m
Adjusted diluted EPS***** 0.70p 1.74p
Diluted basic EPS (1.34p) 0.53p
Net debt GBP18.8m GBP33.4m
Corporate order book GBP63.0m GBP57.5m
Final dividend per share 0.12p nil
------------------------------------------------- ---------- ---------
Financial highlights in respect of the continuing operations of the Group
-- Revenues delivered by the Group's continuing operations of GBP46.1 million, 6% ahead of 2019 (2019: GBP43.7 million).
-- Group adjusted EBITDA from the continuing operations decreased 25%, to GBP12.8 million, as a result of the impact from the COVID-19 pandemic (2019: GBP16.9 million).
-- Corporate Order Book at 31 December 2020 increased 10% year on year to GBP63.0 million (2019: GBP57.5 million); increasing further to GBP73.0 million following the post period end acquisition of Businesswise Solutions Ltd ("Businesswise") and General Energy Management Limited ("GEM").
-- Underlying cash generated from continuing operations (excluding the impact of deal fees and restructuring costs) of GBP11.6 million (2019: GBP12.9 million).
-- Completed a successful fundraising of GBP31.3 million (before expenses) in July 2020, with net debt reducing significantly to GBP18.8 million at the year-end (2019: GBP33.4 million).
-- Reinstatement of the final dividend of 0.12 pence per share which delivers a full year dividend of 0.22 pence per share (2019: 0.22 pence per share), in line with the Group's stated policy of dividend cover of at least 3.0x earnings.
Operational and acquisition highlights
-- The Group exited 2020 having made strong strategic progress and with a strengthened platform, capable of generating long term growth and significant stakeholder returns as its markets continue to recover.
-- Successful exit from SME business, transforms the Group into a pure play technology enabled service provider delivering market leading energy advisory, ESG disclosure and sustainability solutions to UK and Irish corporate customers.
-- Business now structured across three divisions, reflecting capabilities where the Group has a strongly differentiated offering, all of which are underpinned by long term structural growth drivers:
- Energy Solutions Division
- ESG Solutions Division
- Software Solutions Division
-- GBP31.3 million fundraise provided capacity to execute on M&A opportunities, whilst retaining flexibility to invest in further opportunities to accelerate the Group's strategic momentum:
- Acquisition of the remaining 60% interest of Ignite Energy LTD ("Ignite") and LSI Energy Holdings Limited ("LSI"), in Q3, strengthened the Energy Optimisation Services offering, positioning the Group to be a leader in the delivery of Net Zero Carbon and ESG objectives for its clients.
- Post period end, the acquisition of Businesswise and GEM have increased our market share for Energy Assurance services, broadened customer base and significantly increased our units of opportunity.
-- The significant development of our sustainability offering was recognised by the receipt of the London Stock Exchange Green Economy Mark.
-- Further developed our technology capability through 2020, with the roll out of new digital technology through our Software Solutions Division offerings in 2021.
Board changes
-- Sarah Flannigan appointed to the Board as a Non-Executive Director in July 2020, bringing a wealth of experience in the energy sector and technology transformation.
-- Non-Executive Director Gordon Oliver stepped down from the Board on the 31 December 2020.
Current trading and outlook
2021 trading to date in the core Energy Assurance Services business (part of the Energy Solutions Division) remains in line with expectations and consistent with the Group's energy consumption assumptions, being approximately 13% below 2019 levels in Q1.
As anticipated the Group's Energy Optimisation Services (part of the Energy Solutions Division) business has been more significantly disrupted in Q1, as a result of ongoing lockdowns, with performance in line with management's expectations. Demand for optimisation services is expected to recover as clients' attention turns to the reopening their premises in a post lockdown world.
We are excited by the prospects of the Group's recently launched ESG Disclosure product which in Q1 reached first revenue six months ahead of expectations. The increasing requirements of Corporate Businesses to make mandatory ESG disclosures in 2022 provides a favourable back drop to our strategy for the ESG Services Division and we will continue our organic entry into this market.
One of the key areas of focus for the Group in 2021 is the evolution of the Software Solutions Division, which creates the proprietary software used by the Group to underpin its technology enabled services, as well by third parties under a SaaS model. We have been building the division for the last two years into a platform operation which we believe is capable of delivering incremental returns to the Group in 2022 which are greater than we had originally anticipated.
Whilst uncertainties relating to the global pandemic remain and should not be discounted, we continue to be excited by the prospects for the business especially as we transform from Inspired Energy PLC to the more holistic service offering under Inspired PLC and aim to return to delivering our pre-covid thesis.
As a business, we are proud to have delivered Carbon Neutrality on a market basis in 2020 and will continue our drive to achieve Net Zero by 2035 on a location basis. In addition, from 2021 onwards we shall include ESG performance as a key component of executive remuneration which continues to demonstrate the Group's commitment to lead by example with respect to Energy and ESG performance.
The Board is confident of the longer-term prospects of the Group with the secular trend towards ESG and improved energy usage. Despite the near-term challenges faced in Energy Optimisation Services, the Board remains confident of achieving current market expectations.
Commenting on the results, Mark Dickinson, CEO of Inspired Energy, said: "Whilst 2020 clearly presented challenging marketing conditions, the Group achieved significant strategic milestones whilst remaining profitable and cash generative and managing an effective response to the global pandemic.
"Looking at the year to date, the business is performing in line with expectations and consistently with our assumptions with respect to the global pandemic. Whilst the risks associated with the pandemic should not be discounted, we are excited by potential for the business to bounce back.
"In recognition of this strategic evolution, the Company is proposing to rename itself Inspired PLC at our AGM in June 2021, to better reflect the structure into which the Group has now evolved: a technology enabled service provider with the market leading position for energy procurement, utility cost optimisation and sustainability enhancement in the UK and Ireland."
Note
* The prior year income statement has been restated to reflect the impact of treating the SME Division as a discontinued operation (see note 5).
**Adjusted EBITDA is earnings before interest, taxation, depreciation, and amortisation, excluding exceptional items and share-based payments.
***Adjusted profit before tax is earnings before tax, amortisation of intangible assets (excluding internally generated amortisation related to computer software and customer databases), exceptional items, share-based payments, the change in fair value of contingent consideration and foreign exchange gains/(losses) (A reconciliation of this can be found in note 6)
****Underlying cash generated from operations is cash generated from operations, as adjusted to remove the impact of restructuring costs, fees associated with acquisitions and dividends declared to NCI.
*****Adjusted diluted earnings per share represents the diluted earnings per share, as adjusted to remove amortisation of intangible assets (excluding internally generated amortisation related to computer software and customer databases), exceptional items, share-based payments, the change in fair value of contingent consideration and foreign exchange gains/(losses).
For further information, please contact:
Inspired Energy PLC www.inspiredplc.co.uk Mark Dickinson, Chief Executive Officer +44 (0) 1772 689 250 Paul Connor, Chief Financial Officer Shore Capital (Nomad and Joint Broker) +44 (0) 20 7408 4090 Edward Mansfield James Thomas Michael McGloin Peel Hunt LLP (Joint Broker) Mike Bell Ed Allsopp +44 (0) 20 7418 8900 Alma PR +44 (0) 20 3405 0205 Justine James +44 (0) 7525 324431 David Ison Inspired@almapr.co.uk Molly Gretton
Group Evolution
Inspired Energy has, over the past year, evolved into a UK market leading and technology enabled provider of energy advisory, ESG disclosure and sustainability services.
In November 2020, we were delighted to receive the London Stock Exchange Green Economy Mark, recognising the Group's environmental and strategic advice, service and support to customers and the impact the business has on the green economy.
Our 3,400 clients are present in every part of society, in both the public sector (education, NHS, local government and social housing) and private sector, particularly those businesses with large property estates (distribution, property management, retail and leisure) or which are highly energy intensive (data centres, waste and water, manufacturing and industrial), and all of whom typically spend more than GBP100,000 on energy and water per year ("Corporate Businesses").
The Group has evolved from solely providing assurance services to help Corporate Businesses manage their energy procurement, energy accounting and statutory reporting processes (Energy Assurance Services), into a leading designer of solutions that allow Corporate Businesses to reduce their energy consumption through the provision of optimisation services (Energy Optimisation Services), underpinned by a software offering to both Corporate clients and other service providers such as third party intermediaries (Software Solutions). The cheapest unit of energy is the one you don't consume; it also happens to be the cleanest.
Today, Inspired Energy is also emerging as a leading provider of ESG disclosure services, which takes our understanding of managing large data sets relating to environmental and social issues and supporting clients in making disclosures under a number of reporting taxonomies (ESG Disclosure Services).
Corporate Businesses can collect and manage auditable ESG data effectively, and disclose ESG information correctly, we further help them work from this baseline to design solutions to improve their ESG impact (ESG Impact Services)
Inspired ESG Inspired Energy Inspired Software
Specialises in end-to-end Delivers energy, water Delivers technology
solutions for investors and sustainability and software solutions
and Corporate Businesses assurance and optimisation that underpin the
to make effective services, so Corporate services provided
ESG Disclosures and Businesses can manage by Inspired PLC and
transform them into their costs better, makes them available
ESG Impacts reduce their carbon to third parties.
efficiently and meet
their net zero targets.
============================ ========================
Chairman's Statement
The Board is pleased with the strategic progress achieved during the period, which ensured the Group exited 2020 having made significant progress and with a strengthened platform capable of generating long term growth and significant stakeholder returns, as our customers' markets continue to recover. Whilst the financial performance of the Group for FY20 was materially impacted by the challenges caused by the pandemic, as conditions normalise, the Group's medium and longer-term prospects are stronger than ever.
Green Economy Mark
The Board is delighted to have received the London Stock Exchange's Green Economy Mark in recognition of the sustainability credentials and high proportion of green revenue the Group generates through our services to customers. As ESG becomes more central to investment decisions for every business, energy is one of the highest cost components in the ESG wheel and one of the most data intensive elements of the Climate change segment. As an ESG solutions provider, it is important that we continue to lead by example in regard to best practice and reporting in order to remain at the forefront of energy and sustainability solutions in a Net Zero Carbon future.
Acquisitions and Fundraise
In July 2020, the Group completed a successful fundraising of GBP31.3 million (before expenses) through an oversubscribed placing of GBP30.0 million, with a further GBP1.3 million raised via an open offer (the "Fundraise"). I would like to thank our existing shareholders for their continued support, and I would like to extend a warm welcome to several new institutional investors who joined the register. Part of the proceeds from the Fundraise financed the initial cash consideration for the acquisition of the balancing interest of Ignite. Ignite offers a broad spectrum of energy management services, with a strong focus on delivering energy efficiency projects and Optimisation Services to blue chip corporate customers, increasing the capability of the Energy Optimisation Services business. The Group subsequently completed the value enhancing acquisition of LSI in August.
In early 2021, the Board was delighted to conclude the acquisition of Businesswise and GEM, which are highly complementary additions to the Group. The Fundraise provided the capacity to execute on M&A opportunities, which were carefully structured in light of the current economic uncertainty, to accelerate the Group's strategic momentum. Both acquisitions increase our market share for Energy Assurance services, broaden our customer base and significantly increase our units of opportunity.
We are delighted to welcome the LSI, Businesswise and GEM teams to the enlarged Group.
SME disposal
The disposal of the SME Division represented an important milestone in the strategic direction of Inspired Energy. Having taken the decision to exit this business, the Board concluded the sale of the SME Division by MBO was the optimal route as it enabled the Group to realise value, maintain continuity of service delivery to the customer base and enable Inspired Energy to maintain full market coverage. We wish the team every success for the future.
Dividend
Since its IPO in 2011, Inspired Energy has established a track record of delivering profitable and cash-generative growth which has facilitated a consistent and progressive dividend policy.
The pandemic brought a temporary halt to dividend payments, since re-established with an interim dividend declared in September 2020. The Board remains confident in the Group's prospects and continued ability to continue to pay a dividend. It is therefore it is proposing, subject to shareholder approval at the AGM, a final dividend of 0.12 pence (2019: nil pence). The final dividend aligns with the Board's stated policy of a dividend cover of at least 3.0x earnings, with the objective of delivering progressive dividend growth over time.
The dividend will be payable on 26 July 2021 to all shareholders on the register on 18 June 2021 and the shares will go ex-dividend on 17 June 2021.
Board changes
On 28 July 2020, the Board was pleased to welcome Sarah Flannigan to the Board as a Non-Executive Director. Her significant experience in the energy sector and in technology transformation is invaluable to the Board at a time when we are looking to revolutionise our sector with a full digitisation programme for our customers.
In addition, Gordon Oliver stood down from his position of Non-Executive Director on the 31 December 2020. On behalf of the Board and all at Inspired Energy, I would like to thank Gordon for his valuable contribution during a period of significant growth for the Group.
Staff
I would like to thank our employees who have risen to, and overcome, the challenges that we have faced in what was an unprecedented year. The health and wellbeing of our colleagues and customers remains our priority. We have continued to invest in the business and are well positioned for growth as we emerge from the pandemic.
Mike Fletcher
Chairman
30 March 2021
CEO's Statement
I am pleased to report on the Group's 2020 results, a period in which Inspired Energy has continued to deliver its strategic plan and remain profitable and cash generative, whilst managing an effective response to the global pandemic. In recognition of this strategic evolution, the Company is proposing to rename itself Inspired PLC subject to resolution of the Group's Annual General Meeting in June 2021, to better reflect the structure into which the Group has now evolved: a technology enabled service provider with the market leading position for energy procurement, utility cost optimisation and sustainability enhancement in the UK and Ireland.
As we reflect on FY20, there have been many noteworthy points throughout the year.
Record breaking indicators in Q1 FY20
The Group started Q1 with record performance in terms of contracted business, as we carried strong momentum into FY20 from FY19. During this time, we successfully transformed the business from one with an operational capability of delivering 6% to 8% annual organic growth, to one capable of delivering double digit organic growth.
Professional pandemic response
We were immensely proud of the way the business responded to the pandemic. We took the strategic decision some years ago to move all staff to laptops as an aid to productivity and were an early adopter of Microsoft Teams, so we had a strong platform on which to build.
Having transitioned to home working seamlessly, we were most proud of how our employees' efforts immediately focused on our clients' needs, including those where we have essential supplier status for (e.g. HMRC and Amey).
A key decision in our financial planning was to renegotiate and reset banking covenants through to June 2021 to further bolster our financial strength. This allowed us to operate effectively through the pandemic, remaining profitable and cash generative, without compromising our strategic focus.
Better than expected impact on Energy Assurance Services
In our early assessment of the potential impact of the COVID-19 pandemic, during Q2 2020, we identified that c.50% of the Group's revenues were potentially exposed. This is because client fees are recovered via the energy supplier, and therefore directly impacted by client consumption. In response to this, the Company based its planning assumptions on a 25% reduction in energy consumption over the period from March to December, which pleasingly proved to have been a conservative assessment with actual consumption reducing by only 18% in that period.
The biggest operational impact from the pandemic has been on optimisation services, within the Energy Solutions Division, where access to premises has been restricted. This led to a number of delayed orders, noting that whilst none of these orders have been cancelled, the impact has been a delay in revenues.
M&A execution
Inspired Energy has a clearly defined acquisition strategy and the pandemic has increased the pipeline of opportunities. We identified a strategic opportunity to accelerate our M&A strategy and took the opportunity to further strengthen our balance sheet to pursue this strategy through the GBP31.3 million fundraise in July 2020.
This facilitated the completion of the acquisition of the remaining 60% of Ignite, which is a key pillar to deliver our Net Zero Carbon solutions to our clients. Whilst optimisation services have been disrupted in the short term, Ignite has continued to build its pipeline, including signing projects with a major DIY products retailer and a leading variety retailer.
When we completed our Fundraise, we allocated GBP20 million of the Fundraise to a strategy of delivering between 3 and 5 acquisitions in the Energy Assurance Services market during H2 FY20. Since starting to execute this strategy, the UK has entered into two further national lock downs. In response to this disruption, we have maintained a disciplined approach to M&A, stepping away from one potentially significant transaction which did not meet our criteria. With the three acquisitions completed to date, we believe that in a post-Covid world we will have delivered c. GBP3 million EBITDA for c.GBP15.5 million consideration and this marks the completion of the M&A thesis that underpinned our placing. Our attention will now turn to further acquisitions that underpin our Energy Optimisation Services and Software Solutions Division. As always we will continue to evaluate our M&A strategy pragmatically in the context of the evolving pandemic situation and the opportunities that are available to us.
Focus on technology enabled service provision
Following the restructure at the end of FY20 on the Group now represents a pure play technology enabled services provider to Corporate Businesses across UK and Ireland. Capitalising on our position as the player of scale in the highly attractive, energy, sustainability and ESG markets, where we have strong regulatory and compliance drivers and non-discretionary calls to action, we provide a holistic suite of solutions to help Corporate Businesses meet their Net Zero Carbon and ESG objectives.
Leading the way on disclosures
We were delighted to publish our Streamlined Energy and Carbon Reporting (SECR) disclosure for FY19 a year early. SECR is a disclosure more than 12,000 businesses in the UK need to publish each year.
With a clear objective to lead by example in the sustainability arena, we have published a Taskforce for Climate related Financial Disclosures (TCFD) report a year earlier than guidance, as we strive to deliver on our own ESG strategy, in addition to delivering an ESG report to a GRI (Global Reporting Initiative) standard.
As a Group we are undertaking the following initiatives as we align our objectives and behaviours to our purpose:
Adopting the UN Sustainable Development Goals (SDGs): The Group is in the process of rolling out the SDGs as underling principles across the organisation. Employees have the ability to track their activity via our proprietary 'SDGme" software which allows companies to track their actions against the SDGs is also available for use freely by all of our clients.
Aligning executive remuneration : To ensure the SDGs and ESG behaviours are embedded in our daily operations, they are now a key element in the award of performance related pay for the executive directors.
Embedding in the culture : The Company adopts the Blanchard framework (more detail for which can be found at: https://www.kenblanchard.com/ ) to create a common language of leadership across the organisation. The SDGs and ESG objectives of the business are embedded within this.
Outlook
Increasing scale in Energy Assurance Services
As the clear player of scale in the UK and Irish market for Energy Assurance Services, we are able to deliver services to a level of depth and quality that it is difficult for other advisors to compete with. The strength of our balance sheet and the impact of the pandemic provides an opportunity to accelerate our scale in this marketplace from a 13% market share to one between 16% and 18% through our acquisitions and organic growth during FY21.
This increase in scale provides a platform for sustainable double digit organic growth into the future.
Delivering Net Zero Carbon Solutions
The strategic investments the Group made in Energy Optimisation Services between FY18 and FY20 have created a market leading capability to deliver Net Zero Carbon Solutions to Corporate Businesses. With COP26 (the UN Climate Change Conference of Parties) taking place in the UK this year and an increasing recognition of the climate emergency, the Group is well placed to meet the needs of Corporate Businesses.
Acceleration of Software Solutions
Our Software Solutions Division is solving some of the biggest challenges facing Corporate Businesses with respect to optimising their energy cost equations, quantifying their carbon emissions, and delivering their ESG objectives.
Proprietary software, developed by our Software Solutions Division, underpins our technology enabled service provision and allows us to deliver market leading solutions to Corporate Businesses.
Some of the most attractive things about our market are the long contract durations (which provide strong revenue visibility), high client retention rates (which reduce revenue volatility) and its highly fragmented nature which provides an attractive consolidation opportunity. However, these attractive features also restrict the number of clients that the Group can access at any point in time and as such the Software Solutions Division also provides software to other energy advisors.
This software provision to c.50 other TPIs allows us to create value from more clients in the marketplace and to work with successful energy advisors that could be attractive acquisition targets in the future.
Currently our Software Solutions Division has an implied 5% share of the market for Energy Assurance Services.
Delivery of ESG Disclosure Services
We are delighted to have started generating revenues with respect to ESG Disclosure Services some six months ahead of plan and are very excited about the opportunities this represents.
In order to make repeatable, auditable and consistent disclosures, large amounts of unstructured data need to be processed. Many Corporate Businesses do not have the resources or expertise to do this. Our technology enabled service allows organisations to make effective disclosures against any taxonomy without distracting their internal resources.
The Group is also starting to build out its solutions with respect to ESG impact starting with the launch of the SDGme system which allows Corporate Businesses to record the contributions of their employees towards the SDGs.
Preparation for internationalisation
As a business we focus on accelerating each of our levers of value creation to their full potential whilst preparing for the next lever we intend to add. ESG Disclosures is naturally a global market and there are strong opportunities in Europe for Energy Assurance Services and Energy Optimisation Opportunities. With this in mind, we are looking to start the execution of our internationalisation strategy towards the end of FY21 focusing on acquisitions in Europe as part of thesis to provide a pan European service provider or Energy Assurance Services.
We estimate that the size of the European market in aggregate is six times larger than the UK market, representing an additional GBP8.4 billion market opportunity over and above the GBP1.4 billion opportunity the Company currently has in the UK.
Q1 2021 update
Looking at the year to date, the business is performing in line with expectations and consistently with our assumptions with respect to the global pandemic. Whilst the risks associated with the pandemic should not be discounted, we are excited by potential for the business to bounce back to levels of performance closer to 2019.
Despite the challenges the pandemic will undoubtedly bring, we find ourselves more excited and confident than ever about the opportunities ahead of us.
On behalf of the Board, I would like to thank our staff, customers and wider stakeholders, for their great support navigating through the past year of the COVID-19 pandemic and whose health, safety and wellbeing continues to be our overriding priority.
Mark Dickinson
Chief Executive Officer
30 March 2021
CFO's Statement
2020 has presented its challenges, and notwithstanding the significant change to working practices from Q2 2020 onwards, the Corporate Division, and continuing operations, delivered revenues growing 6% to GBP46.1 million (2019: GBP43.7million).
Corporate Division (continuing operations)
As a result of the COVID-19 pandemic, organic revenues in 2020 declined 20% in the Corporate Division (2019: +6%) driven by a reduction in energy consumption by our Corporate customers, and the deferral of optimisation revenues. The blended decline in consumption across Q2, Q3 and Q4 was 18%.
The Corporate Division contributed adjusted EBITDA of GBP16.1 million, a decline of 20% (2019: GBP20.2 million), with the division generating an EBITDA margin of 35% (2019: 46%) with the reduction in margin resulting primarily from the reduction in consumption experienced across the Corporate client portfolio.
The Corporate Order Book as at 31 December 2020 was GBP63.0 million, an increase of 10% over the prior period (2019: GBP57.5 million), with strong customer retention and robust performance from significant new customer wins providing visibility to the Group. The Corporate Order Book increased to GBP73.0 million following the post period end acquisition of Businesswise Solutions and GEM.
Following the disposal of the SME Division in December 2020, the Group intends to revise its segmental reporting from 2021 onwards, to reflect the revised Group structure of the Energy Solutions, Software Solutions and ESG Solutions divisions. During 2020, within the Energy Solutions Division, assurance services contributed GBP29.8 million of revenue (2019: GBP33.0 million) optimisation contributed GBP14.2 million (2019: GBP9.0 million) and software solutions contributed revenues of GBP2.1 million during 2020 (2019: GBP1.7 million).
SME Division disposal
The SME Division experienced a material impact to revenues from the pandemic and was the primary beneficiary of the Group's utilisation of the Government CJRS which protected jobs in the short term. The subsequent disposal of the SME Division represented an important milestone in the strategic direction of Inspired Energy. Having taken the decision to exit this business, the Board believes the sale of the SME Division by MBO was the optimal route as it enables the Group to realise value, maintain continuity of service delivery to the customer base and enable Inspired Energy to maintain full market coverage.
Aggregate consideration of up to GBP10.5 million payable to Inspired Energy on the collection and run off of the SME Division's accrued income balance, the majority of which is expected to be received within three years of completion.
In forming a view on the fair value of the contingent consideration to be recovered for the SME disposal, and resulting loss on disposal, an analysis of the Group's SME portfolio at completion of the disposal was undertaken with consideration given to the estimated impact of the pandemic on the consumptions levels, business failure rate and contracts not running the expected duration. As a result, the deemed fair value of expected future invoicing against the book was calculated to be GBP7.2 million prior to discounting for the time value of money, the inclusion of which equates to the GBP6.9 million contingent asset recognised in the balance sheet at the 31 December 2020, of which, in excess of 70% is expected to be recovered prior to 31 December 2022.
The net assets of the SME Division at disposal were valued at GBP13.4 million, including Trade and Other Payable balances of GBP11.3 million, which includes accrued income of GBP10.5 million and GBP1.2 million of goodwill from the acquisitions of Simply Business Energy and KWH Consulting in 2014. Therefore, the resulting loss on disposal recognised in the 2020 financial statements is (GBP6.5 million).
The disposal of the SME Division has a significant impact in reducing the working capital levels of the Group at 31 December 2020.
Group results
PLC costs of GBP3.4m (2019: GBP3.3m) remaining consistent over the year resulting in an overall adjusted EBITDA for the year of GBP12.8m (2019:GBP16.9m) which was impacted by the revenue reduction as a result of the pandemic. After deducting charges for depreciation, amortisation of internally generated intangible assets and finance expenditure the adjusted profit before tax for the year GBP6.9m (2019:GBP13.0m) from continuing operations once again reflecting the impact of the pandemic on the Group's performance.
Under IFRS measures the Group reported a loss before tax for the year from continuing operations of GBP4.5m (2019: profit of GBP3.1m). A full reconciliation of the Group's adjusted profit before tax to its reported profit before tax is included at note 6. The items included in the reconciliation include substantial charges for the amortisation of intangible assets as a result of acquisitions, share based payment charges, fees associated with acquisitions, restructuring costs and the changes in the fair value of contingent consideration.
Cash generation
Cash conversion was robust in the period with cash generated from operations of GBP9.2 million (2019: GBP9.4 million). Excluding non-recurring fees associated with restructuring costs and deal fees, cash generated from operations was GBP11.6 million (2019: GBP12.9 million).
The benefit of the deferral in Q2 VAT Payments, was offset by the reduction in deferred income, primarily within the project-based revenues within Ignite during the year, leading to a GBP0.9 million reduction in payables. Following the disposal of the SME Division, management expect cash conversion ratios in 2021 and beyond to remain consistent with the levels seen in 2020.
Alternative performance measures
Acquisition activity can significantly distort underlying financial performance from IFRS measures and therefore the Board deems it appropriate to report adjusted metrics as well as IFRS measures for the benefit of primary users of the Group financial statements.
Exceptional costs
Exceptional costs of GBP3.5 million (2020: GBP2.6 million) were incurred in the year, which GBP1.4 million of deal fees associated with acquisitions completed in the year or subsequent to the year end, including GBP0.3m relating to the transaction aborted Q4.
Restructuring costs of GBP0.9 million have been incurred in the year, which includes GBP0.4 million of termination payments from the integration of acquisitions completed prior to 2020 and LSI acquired in August 2020, GBP0.3 million of termination payments as a result of the disposal of the SME Division and GBP0.2 million resulting from office and staff facility closures which the Group took the decision not to reopen.
Furthermore, a GBP1.2 million loss due to changes in the fair value of contingent consideration were treated as exceptional in the period.
These costs are considered by the Directors to be material in nature and non-recurring and therefore require separate identification to give a true and fair view of the Group's result for the period.
Financial position and liquidity
In May 2020, the Group agreed with its lenders to increase its leverage covenant covering the test periods ending 30 June 2020 through to 30 June 2021 (inclusive) as part of its prudent and measured response to the COVID-19 pandemic.
In July 2020, the Group raised GBP30.0 million (before expenses) through an oversubscribed placing of 200,000,000 new ordinary shares, with a further GBP1.3 million raised through an open offer to qualifying shareholders.
The net proceeds from the placing funded the initial cash consideration for the acquisition of the balancing interest of Ignite, with the remaining funds enabling the Group to take advantage of its active pipeline of potential acquisition targets.
In addition, the acquisition of Ignite has had a material benefit to the Group's financial position. The Group now receives the full free cash flow benefits of wholly owning Ignite, having previously only received 40% of profits distributed by Ignite every six months via dividends.
From a banking covenant perspective, prior to the acquisition of the balancing interest of Ignite in July 2020, under the Net Adjusted Leverage definition per the facility agreement, the EBITDA contribution from Ignite was not included within Group EBITDA. However, the Group now benefits from 100% of Ignite's contribution to Group EBITDA on an last twelve months basis. The treatment of Ignite EBITDA, the free cash flow of ownership and the funding of the transaction via equity, has significantly increased the headroom available to the Group from a covenant perspective.
In March 2021, the Board agreed with their lenders to amend the definition of Adjusted Net Leverage to apply from the 1 July 2021, to reverse the impact of the adoptions of IFRS 16 and the definition of contingent consideration to only included deferred consideration or crystalised contingent consideration. Collectively, these amends significantly reduce the forecast leverage of the Group for covenant purposes.
At 31 December 2020, the Group's net debt was GBP18.8 million. In addition to cash and cash equivalents of GBP26.9 million on hand as at 31 December 2020, approximately GBP14.0 million of the Group's GBP60.0 million Revolving Credit Facility is undrawn with an additional GBP25.0 million accordion option available, subject to covenant compliance.
Dividend
The Board is pleased to announce the reinstatement of a final dividend of 0.12 pence per share (2019: nil pence) in line with the Groups' revised policy of paying dividends initially covered by at least 3.0x earnings.
The dividend will be payable on 26 July 2021 to all shareholders on the register on 18 June 2021 and the shares will go ex-dividend on 17 June 2021.
In summary
The strategic and financial initiatives delivered in the year, ensure the Group is well placed to endure the economic uncertainty generated by COVID-19, and in turn facilitate the effective implementation of our strategic growth plan as envisaged prior to the COVID-19 crisis, and which we expect to resume unfettered, save for delay, post this crisis.
The Group has started 2021 positively, despite the impact of the lockdown provisions in Q1 2021, with January and February trading in line with management expectations.
Paul Connor
Chief Financial Officer
30 March 2021
Group statement of comprehensive income
For the year ended 31 December 2020
2020 2019
(restated*)
-------------------------------------------------------- ---- -------- -----------
Note GBP000 GBP000
-------------------------------------------------------- ---- -------- -----------
Continuing operations
Revenue 46,110 43,696
Cost of sales (7,210) (4,652)
-------------------------------------------------------- ---- -------- -----------
Gross profit 38,900 39,044
Administrative expenses (40,723) (34,813)
-------------------------------------------------------- ---- -------- -----------
Analysed as:
Adjusted EBITDA 12,767 16,920
Exceptional costs 6 (3,513) (2,547)
Depreciation 7/8 (1,173) (1,627)
Amortisation of acquired intangible assets 9 (6,038) (5,302)
Amortisation and impairment of internally generated
intangible assets 9 (2,268) (1,051)
Share-based payment cost (1,598) (2,162)
-------------------------------------------------------- ---- -------- -----------
Operating (loss)/profit (1,823) 4,231
-------------------------------------------------------- ---- -------- -----------
Finance expenditure 3 (2,678) (1,197)
Other financial items (35) 41
-------------------------------------------------------- ---- -------- -----------
(Loss)/profit before income tax 6 (4,536) 3,075
Income tax credit/(expense) 4 251 (581)
-------------------------------------------------------- ---- -------- -----------
(Loss)/profit for the year from continuing operations (4,285) 2,494
-------------------------------------------------------- ---- -------- -----------
(Loss)/profit for the year from discontinued operations 5 (6,740) 1,514
-------------------------------------------------------- ---- -------- -----------
(Loss)/profit for the year (11,025) 4,008
-------------------------------------------------------- ---- -------- -----------
Attributable to:
Non-controlling interest 1,448 602
Equity owners of the company (12,473) 3,406
-------------------------------------------------------- ---- -------- -----------
Other comprehensive income:
Items that will be reclassified subsequently to
profit or loss:
Exchange differences on translation of foreign
operations 364 (414)
-------------------------------------------------------- ---- -------- -----------
Total other comprehensive income/(expense) for
the year 364 (414)
-------------------------------------------------------- ---- -------- -----------
Total comprehensive (expense)/income for the year (10,661) 3,594
-------------------------------------------------------- ---- -------- -----------
Total comprehensive (expense)/income from continuing
operations (3,921) 2,080
-------------------------------------------------------- ---- -------- -----------
Total comprehensive (expense)/income from discontinued
operations (6,740) 1,514
-------------------------------------------------------- ---- -------- -----------
Attributable to:
Non-controlling interest 1,448 602
Equity owners of the company (12,109) 2,992
-------------------------------------------------------- ---- -------- -----------
Continuing operations
-------------------------------------------------------- ---- -------- -----------
Basic earnings per share attributable to the equity
holders of the company (pence) 6 (0.52) 0.38
Diluted earnings per share attributable to the
equity holders of the company (pence) 6 (0.52) 0.36
-------------------------------------------------------- ---- -------- -----------
Continuing and discontinued operations
-------------------------------------------------------- ---- -------- -----------
Basic earnings per share attributable to the equity
holders of the company (pence) 6 (1.34) 0.56
Diluted earnings per share attributable to the
equity holders of the company (pence) 6 (1.34) 0.53
-------------------------------------------------------- ---- -------- -----------
*The prior year income statement has been restated to reflect the impact of treating the SME Division as a discontinued operation (see note 5).
Group statement of financial position
At 31 December 2020
2019
2020 (restated*)
Note GBP000 GBP000
------------------------------------ ---- -------- ------------
ASSETS
Non-current assets
Investments 898 648
Goodwill 9 63,776 61,627
Other intangible assets 9 16,351 18,887
Property, plant and equipment 7 2,322 2,684
Right of use assets 8 2,593 3,710
------------------------------------ ---- -------- ------------
Non-current assets 85,940 87,556
------------------------------------ ---- -------- ------------
Current assets
Trade and other receivables 10 18,841 29,561
Deferred contingent consideration 10 6,925 -
Inventories 119 76
Cash and cash equivalents 26,884 5,241
------------------------------------ ---- -------- ------------
Current assets 52,769 34,878
------------------------------------ ---- -------- ------------
Total assets 138,709 122,434
------------------------------------ ---- -------- ------------
LIABILITIES
Current liabilities
Trade and other payables 11 8,230 10,464
Lease liabilities 992 1,125
Contingent consideration 7,741 3,311
Current tax liability 2,456 3,618
------------------------------------ ---- -------- ------------
Current liabilities 19,419 18,518
------------------------------------ ---- -------- ------------
Non-current liabilities
Bank borrowings 45,730 38,614
Lease liabilities 1,679 2,595
Contingent consideration 4,198 1,280
Interest rate swap 130 95
Deferred tax liability 1,278 1,993
------------------------------------ ---- -------- ------------
Non-current liabilities 53,015 44,577
------------------------------------ ---- -------- ------------
Total liabilities 72,434 63,095
------------------------------------ ---- -------- ------------
Net assets 66,275 59,339
------------------------------------ ---- -------- ------------
EQUITY
Share capital 1,202 892
Share premium account 67,000 37,422
Merger relief reserve 20,995 15,535
Share-based payment reserve 5,349 3,523
Retained earnings (10,418) 6,719
Investment in own shares (6,742) (6,742)
Translation reserve 272 (92)
Reverse acquisition reserve (11,383) (11,383)
------------------------------------ ---- -------- ------------
Equity attributable to shareholders 66,275 45,874
------------------------------------ ---- -------- ------------
Non-controlling interest - 13,465
------------------------------------ ---- -------- ------------ Total equity 66,275 59,339 ------------------------------------ ---- -------- ------------
*The prior year statement of financial position has been restated to reflect the impact of a change in goodwill (see note 13).
Group statement of changes in equity
For the year ended 31 December 2020
Share-
Share Merger based Investment Reverse Non- Total
Share premium relief payment Retained in own Translation acquisition controlling shareholders'
Interest
(as
capital account reserve reserve earnings shares reserve reserve restated) equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Balance at 1
January
2019 892 37,422 15,535 1,361 7,908 (6,742) 322 (11,383) - 45,315
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Profit for the
year - - - - 3,406 - - - 602 4,008
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Other
comprehensive
income for
the year - - - - - - (414) - - (414)
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Total
comprehensive
income for
the year - - - - 3,406 - (414) - 602 3,594
Share-based
payment
cost - - - 2,162 - - - - - 2,162
Acquisition of
subsidiary
undertaking
(note
13) - - - - - - - - 16,163 16,163
Dividends
declared - - - - - - - - (900) (900)
Dividends paid - - - - (4,595) - - - (2,400) (6,995)
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Total
transactions
with owners
(as restated) - - - 2,162 (1,189) - (414) - 13,465 14,024
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Balance at 31
December
2019 (as
restated) 892 37,422 15,535 3,523 6,719 (6,742) (92) (11,383) 13,465 59,339
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
(Loss)/profit
for
the year - - - - (12,473) - - - 1,448 (11,025)
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Other
comprehensive
income for
the year - - - - - - 364 - - 364
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Total
comprehensive
income for
the year - - - - (12,473) - 364 - 1,448 (10,661)
Share-based
payment
cost - - - 1,598 - - - - - 1,598
Shares issued
(2
June 2020) 6 - - - - - - - - 6
Shares issued
(10
July 2020) 89 10,620 - - - - - - - 10,709
Shares issued
(17
July 2020) 40 - 5,460 - - - - - - 5,500
Shares issued
(28
July 2020) 172 18,958 - - - - - - - 19,130
Shares issued
(15
September
2020) 3 - - - - - - - - 3
Acquisition of
subsidiary
undertaking
(note
12) - - - - (3,740) - - - (14,163) (17,903)
Disposal of
subsidiary
undertaking
(note
5) - - - 228 - - - - - 228
Dividends paid - - - - (924) - - - (750) (1,674)
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Total
transactions
with owners 310 29,578 5,460 1,826 (17,137) - 364 - (13,465) 6,936
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
Balance at 31
December
2020 1,202 67,000 20,995 5,349 (10,418) (6,742) 272 (11,383) - 66,275
-------------- ------- ------- ------- ------- --------- ---------- ----------- ----------- ----------- -------------
The acquisition of subsidiary undertaking in 2019 has been restated. Please see note 13 for further details.
Merger relief reserve
The merger relief reserve represents the premium arising on shares issued as part or full consideration for acquisitions, where advantage has been taken of the provisions of section 612 of the Companies Act 2006.
Reverse acquisition reserve
The reverse acquisition reserve relates to the reverse acquisition between Inspired Energy Solutions Limited and Inspired Energy PLC on 28 November 2011 and arises on consolidation.
Translation reserve
The translation reserve comprises translation differences arising from the translation of the financial statements of the Group's foreign entities into GBP (GBP).
Share-based payment reserve
The share-based payment reserve is a reserve to recognise those amounts in equity in respect of share-based payments.
Non-controlling interest
The non-controlling interest represented the outstanding 60% of the issued share capital of Ignite Energy LTD (IGN) held by third parties. IGN was consolidated and treated as a subsidiary in the prior year as the Group had an exclusive one-way call option to acquire the outstanding 60% of the issued share capital. The Directors recognised a non-controlling interest as the Share Purchase Agreement (SPA) was structured in such a way that the Group was deemed to have substantive control. On 17 July 2020, IGN became 100% owned and as such a non-controlling interest was no longer held.
Group statement of cash flows
For the year ended 31 December 2020
2020 2019
GBP000 GBP000
-------------------------------------------------------- -------- --------
Cash flows from operating activities
(Loss)/profit before income tax (11,276) 4,753
Adjustments
Depreciation 1,173 1,657
Amortisation and impairment 8,306 6,547
Share-based payment cost 1,598 2,162
Loss for the year from discontinued operations 6,740 -
Finance expenditure 2,678 1,159
Exchange rate variances (323) 82
Change in fair value of contingent consideration 1,157 136
-------------------------------------------------------- -------- --------
Cash flows before changes in working capital 10,053 16,496
Movement in working capital
(Increase)/decrease in inventories (43) 15
Increase/(decrease) in trade and other receivables 154 (5,200)
Dividends declared to NCI (900) 900
Decrease in trade and other payables (925) (1,862)
-------------------------------------------------------- -------- --------
Cash generated from operations 8,339 10,349
Income taxes paid (2,222) (1,873)
-------------------------------------------------------- -------- --------
Net cash flows from operating activities 6,117 8,476
-------------------------------------------------------- -------- --------
Cash flows from investing activities
Contingent consideration paid (3,800) (2,156)
Acquisition of subsidiaries, net of cash acquired (note
12) (5,866) (3,718) Provision of working capital facility to discontinued operation (250) - Payments to acquire property, plant and equipment (1,925) (1,479) Payments to acquire intangible assets (3,716) (2,654) -------------------------------------------------------- -------- -------- Net cash flows used in investing activities (15,557) (10,007) -------------------------------------------------------- -------- -------- Cash flows from financing activities New bank loans 7,000 49,335 Repayment of bank loans - (35,033) Debt issue costs - (580) Proceeds from issue of new shares 29,848 - Interest on financing activities (2,273) (1,159) Repayment of lease liabilities (918) (978) Dividends paid to NCI (1,650) (2,400) Dividends paid (924) (4,595) -------------------------------------------------------- -------- -------- Net cash flows from financing activities 31,083 4,590 -------------------------------------------------------- -------- -------- Net increase in cash and cash equivalents 21,643 3,059 Cash and cash equivalents brought forward 5,241 2,190 Exchange differences on cash and cash equivalents - (8) -------------------------------------------------------- -------- -------- Cash and cash equivalents carried forward 26,884 5,241 -------------------------------------------------------- -------- --------
Notes to Final Results
Statement of compliance
These Condensed Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (IFRS). They do not include all of the information required for full annual statements and should be read in conjunction with the 2020 Annual Report. The comparative figures for the financial year 31 December 2019 have been extracted from the Group's statutory accounts for that financial year. The Group Financial Statements for the year ended 31 December 2020 were approved by the Board on [30] March 2021. They have been reported on by the Group's auditors and will be delivered to the registrar of companies in due course. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006. The Board of directors approved the Condensed Consolidated Financial Statements on [30] March 2021. They are not statutory accounts within the meaning of section 435 of the Companies Act 2006.
The Consolidated Financial Statements of the Group as at and for the year ended 31 December 2020 (2020 Annual Report) are available upon request from the Company Secretary, Inspired Energy plc, 29 Progress Park, Orders Lane, Kirkham, Lancashire, PR4 2TZ.
The principal accounting policies applied in the preparation of these Group financial statements are set out below.
1. Basis of preparation
The Group financial statements have been prepared under applicable law and International Financial Reporting Standards as adopted by the European Union (IFRSs). They have been prepared on an accrual basis and under the historical cost convention except for certain financial instruments measured at fair value.
The Group has taken advantage of the audit exemption for eleven of its subsidiaries, Waterwatch UK Limited (company number 08854844), Direct Energy Purchasing Limited (03529303), Utility Management Holdings Limited (06969480), Energy Team (UK) Limited (06285279), Energy Team (Midlands) Limited (02913371), Churchcom Limited (05343736), Flexible Energy Management Limited (10264309), Inspired 4U Limited (08895906), Squareone Enterprises Limited (05261796), Energy Cost Management Limited (03377082) and Professional Cost Management Group Limited (06511368) by virtue of s479A of the Companies Act 2006. The Group has provided parent guarantees to these eleven subsidiaries which have taken advantage of the exemption from audit.
Going concern
For the purposes of assessing the appropriateness of preparing the Group's accounts on a going concern basis, the Directors have considered the current cash position, available banking facilities and the Group's base case financial forecast through to 31 December 2022, including the ability to adhere to banking covenants.
The Directors believe the Group has a strong balance sheet position, having refinanced its banking facilities in October 2019 through to October 2023, with an option to extend to October 2024. Furthermore, in July 2020, the Group completed a fundraise of GBP30.0 million (before expenses) through an oversubscribed placing of 200,000,000 new ordinary shares, with a further GBP1.3 million via an open offer to qualifying shareholders.
As a result, at 31 December 2020 the Group's net debt was GBP18.8 million, reducing from GBP33.4 million at 31 December 2019. In addition to cash and cash equivalents of GBP26.9 million on hand as at 31 December 2020, approximately GBP14.0 million of the Group's GBP60.0 million Revolving Credit Facility is undrawn with an additional GBP25.0m accordion option available, subject to covenant compliance. The facility is subject to two covenants, which are tested quarterly, adjusted leverage to Adjusted EBITDA and Adjusted EBITDA to net finance charges. Following the onset of the COVID-19 pandemic in March 2020, the Group agreed with its banking partners in May 2020 a resetting of the adjusted leverage covenant for quarters ending 30 June 2020 through to 30 June 2021.
Furthermore, the Group has agreed in March 2021 with its banking partners to amend the treatment of contingent consideration and IFRS 16 under the Net Adjusted Leverage covenant, which will be applied from the quarter ending 30 September 2021. The amendment has significantly increased the headroom available to the Group from a covenant perspective.
Having considered this information, excluding the potential impact of COVID-19, which is considered below, the directors conclude that the Group has adequate resources to continue to trade for the foreseeable future and that the accounts should be prepared on a going concern basis.
The uncertainty as to the future impact on the Group of the COVID-19 pandemic has been separately considered as part of the consideration of the going concern basis of preparation. As a Group, we earn our revenue based on providing advice and expertise in commercial utility consumption in the UK and ROI which is a fundamental input into any economy. Therefore, there will naturally be a reduction in utilities consumption and demand for associated consultancy services, such as optimisation, and revenues in the UK and ROI commercial markets, as a result of the ongoing Covid19 pandemic.
Market data indicates year-on-year industrial and commercial consumption reductions averaging 22% across Q2 2020, 10% in Q3 2020 and 9% in Q4 2020. January and February 2021 saw an average 11% reduction to 2020 and 2019 comparatives.
In consideration of this market consumption data, the Group's base case for 2021 assumes an 11% reduction in consumption across Q1 2021 (being an average of the variance of consumption seen in January and February 2021), Q2 2021 assumes a 9% reduction (as per Q4 2020), and subsequently a 6% on going reduction from H2 2021 onwards.
In addition to consumption-based revenues of the Group being directly impacted by the pandemic from Q2 to Q4 2020, the Group's Energy Optimisation Services businesses, which are project based and typically require access to customer sites, were disrupted from April to September as a result of pandemic restrictions resulting in some project deferrals. Whilst October saw the start of a recovery for the Optimisation Services business, the lockdowns during November again restricted site access and caused the deferral of some projects into FY2021.
The Group's base case assumes significant disruption to optimisation revenues in Q1, and then optimisation revenues recovering during Q2 2021 as the UK progresses through the roadmap to the economy re-opening in June 2021.
Clearly, the ultimate impact, and duration of the COVID-19 pandemic is difficult to predict and as such, we have considered scenarios when stress testing the downside scenario forecasts for the period to December 2022.
Our stress testing indicates that to breach the banking covenants, the Group would have to miss forecast Q1 and Q2 EBITDA per the base case by more than 25% for the last twelve months test periods ending 31 March 2021 and 30 June 2021, with the levels of headroom increasing further to in excess of 40% from the quarter ending 30 September 2021 onwards.
The Board considered a severe downside scenario which assumed the Optimisation Service Revenues performed in Q2, Q3 and Q4 2021 as per the 2020 comparative and year-on-year consumption levels (2021 vs 2019) in Q2 through to Q4 matched the reductions seen in Q2 2020 of 22%. In this scenario, even prior to the Group taking any mitigating actions in relation to costs or cash, the Group would still have sufficient headroom under its banking covenants.
The Directors note that the Group traded marginally ahead of the base case during January and February 2021.
Therefore, despite the ongoing uncertainty created by the pandemic, the Directors believe that the Group is well placed to manage its business risks and, after making enquiries including a review of forecasts and scenarios, taking account of the impact of the pandemic on 2020 and YTD 2021 trading, reasonably possible changes in trading performances in the next 12 months and considering the available liquidity, including banking facilities, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the next 12 months following the date of approval of these financial statements. Therefore, the Directors continue to adopt the going concern basis of accounting in preparing the financial statements.
2. Segmental information
Revenue and segmental reporting
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group's Executive Directors. Operating segments for the year to 31 December 2020 were determined on the basis of the reporting presented at regular Board meetings of the Group which is by nature of customer and level of procurement advice provided. Following the decision to dispose of the SME Division, the Group is organised into two operating segments. The segments comprise:
The Corporate Division ("Corporate")
This sector comprises the operations of Inspired Energy Solutions Limited, Direct Energy Purchasing Limited, Wholesale Power UK Limited, STC Energy and Carbon Holdings Limited, Informed Business Solutions Limited, Flexible Energy Management Limited, Churchcom Limited, Horizon Energy Group Limited, Energy Cost Management Limited, SystemsLink 2000 Limited, Professional Cost Management Group Limited, Squareone Enterprises Limited, Inprova Finance Limited, Ignite Energy LTD, Waterwatch UK Limited, Independent Utilities Limited and LSI Independent Utility Brokers Limited. Corporate's core services are the review, analysis and negotiation of gas and electricity contracts on behalf of UK and ROI Corporate clients. Additional services provided include energy review and benchmarking, negotiation, bill validation, cost recovery, optimisation services and software solutions. The Group's Corporate Division benefits from a market-leading trading team, which actively focuses on energy intensive and public sector customers, providing more complex, long-term energy frameworks based on agreed risk management strategies.
PLC costs
This comprises the costs of running the PLC, incorporating the cost of the Board, listing costs and other professional service costs, such as audit, tax, legal and Group insurance.
Any charges between segments are made in line with the Group's transfer pricing policy. These amounts have been removed, via consolidation, for the purposes of the information shown below.
The comparative year segmental information has been restated to remove the SME Division. Information about the income, expenses, cash flows and net assets of the SME Divisions is provided in note 5.
2020 2019 (restated)
------------------------------- ------------------------------
Corporate PLC costs Total Corporate PLC costs Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------------- --------- --------- -------- --------- --------- --------
Revenue 46,110 - 46,110 43,696 - 43,696
Cost of sales (7,210) - (7,210) (4,652) - (4,652)
----------------------------- --------- --------- -------- --------- --------- --------
Gross profit 38,900 - 38,900 39,044 - 39,044
Administrative expenses (28,858) (11,865) (40,723) (25,337) (9,476) (34,813)
----------------------------- --------- --------- -------- --------- --------- --------
Operating (loss)/profit 10,042 (11,865) (1,823) 13,707 (9,476) 4,231
----------------------------- --------- --------- -------- --------- --------- --------
Analysed as:
EBITDA 16,119 (3,352) 12,767 20,229 (3,309) 16,920
Depreciation (771) (402) (1,173) (1,493) (134) (1,627)
Amortisation and impairment (2,639) (5,667) (8,306) (1,111) (5,242) (6,353)
Share-based payment cost (1,598) - (1,598) (2,162) - (2,162)
Exceptional costs (1,069) (2,444) (3,513) (1,756) (791) (2,547)
----------------------------- --------- --------- -------- --------- --------- --------
10,042 (11,865) (1,823) 13,707 (9,476) 4,231
---------------------------- --------- --------- -------- --------- --------- --------
Finance expenditure (2,678) (1,197)
Other financial items (35) 41
----------------------------- --------- --------- -------- --------- --------- --------
(Loss)/profit before income
tax (4,536) 3,075
----------------------------- --------- --------- -------- --------- --------- --------
Total assets 5,416 133,293 138,709 6,544 98,054 104,598
----------------------------- --------- --------- -------- --------- --------- --------
Total liabilities 15,055 57,379 72,434 20,904 41,680 62,584
----------------------------- --------- --------- -------- --------- --------- --------
3. Finance expenditure
2020 2019
(restated)
GBP000 GBP000
-------------------------------------- ------ ----------
Interest payable on bank borrowings 1,766 1,268
Interest payable on lease liabilities 288 132
Foreign exchange variance 253 (414)
Other interest 30 -
Loan facility fees 225 192
Amortisation of debt issue costs 116 19
-------------------------------------- ------ ----------
2,678 1,197
-------------------------------------- ------ ----------
4. Income tax (credit)/expense
The income tax (credit)/expense is based on the (loss)/profit for the year and comprises:
2019
2020 (restated)
GBP000 GBP000
-------------------------------------------------------------------- ------- -----------
Current tax
Current tax expense 575 1,885
-------------------------------------------------------------------- ------- -----------
575 1,885
-------------------------------------------------------------------- ------- -----------
Deferred tax
Origination and reversal of temporary differences (826) (1,304)
-------------------------------------------------------------------- ------- -----------
(826) (1,304)
-------------------------------------------------------------------- ------- -----------
Total income tax (credit)/expense (251) 581
-------------------------------------------------------------------- ------- -----------
Reconciliation of tax (credit)/expense to accounting (loss)/profit:
(Loss)/profit on ordinary activities before taxation (4,536) 3,470
-------------------------------------------------------------------- ------- -----------
Tax at UK income tax rate of 19% (2019: 19%) (862) 659
Disallowable expenses 501 429
Exchange rate difference (145) (186)
Share options 164 (295)
Movement in deferred tax asset not recognised (271) (130)
Non-eligible intangible assets 362 104
-------------------------------------------------------------------- ------- -----------
Total income tax (credit)/expense (251) 581
-------------------------------------------------------------------- ------- -----------
5. Discontinued operations
On 10 December 2020, the Group completed the sale of the SME Division, consisting of subsidiaries Energisave Online Limited, KWH Consulting Limited and Simply Business Energy Limited, to its management team by way of a management buyout.
The results of the discontinued operation and the effect of the disposal on the financial position of the Group were as follows:
Results for the discontinued operations for the period to disposal
2020 2019
Income Statement GBP000 GBP000
------------------------------------------------ ------- -------
Revenue 3,128 5,603
Operating costs (3,376) (3,921)
------------------------------------------------- ------- -------
Operating (loss)/profit (248) 1,682
------------------------------------------------- ------- -------
Net finance costs (4) (3)
------------------------------------------------- ------- -------
(Loss)/profit before tax (252) 1,679
------------------------------------------------- ------- -------
Tax expense - (164)
------------------------------------------------- ------- -------
(Loss)/profit from operating activities, net of
tax (252) 1,515
------------------------------------------------- ------- -------
Loss on sale of discontinued operation (6,488) -
------------------------------------------------- ------- -------
(Loss)/profit from discontinued operations, net
of tax (6,740) 1,515
------------------------------------------------- ------- -------
Effect of disposal on the financial position of the Group
2020
Net assets disposed of and loss on disposal GBP000
--------------------------------------------- -------
Goodwill 1,208
Intangible assets 187
Right of use assets 10
Property, plant and equipment 12
Trade and other receivables 11,353
Cash and cash equivalents 63
Current tax assets 420
Deferred tax liabilities -
Trade and other payables (68)
Share-based payment reserve 228
----------------------------------------------- -------
13,413
--------------------------------------------- -------
Deferred contingent consideration receivable 6,925
----------------------------------------------- -------
Loss on sale of discontinued operation (6,488)
----------------------------------------------- -------
As the deferred contingent consideration gives the Group a contractual right to receive cash consideration, and that consideration is variable depending on revenue, the financial asset meets the definition of a derivative financial asset as defined by IFRS 9 and has been recognised at fair value through profit or loss.
2020 2019
Cash flows from/(used in) discontinued operation GBP000 GBP000
--------------------------------------------------------- ------- ------
Net cash flows from operating activities (1,756) 161
Net cash flows from investing activities (101) (63)
Net cash flows from financing activities (1,346) (2)
---------------------------------------------------------- ------- ------
Net cash flows from discontinued operations (3,203) 96
---------------------------------------------------------- ------- ------
Net cash flows from intra-group funding and transactions 3,035 (194)
---------------------------------------------------------- ------- ------
Net cash flows from discontinued operations, net
of intercompany (168) (98)
---------------------------------------------------------- ------- ------
6. Earnings per share
The basic earnings per share is based on the net profit for the year attributable to ordinary equity holders divided by the weighted average number of ordinary shares outstanding during the year.
2020 2019
GBP000 GBP000
--------------------------------------------------------------- -------- -------
(Loss)/profit attributable to equity holders of the Group (11,025) 4,008
Fees associated with acquisition 1,366 725
Restructuring costs 990 1,691
Accelerated write off of capitalised debt facility arrangement
fees upon refinancing - 333
Changes in fair value of contingent consideration 1,157 136
Loss on disposal of subsidiary entities 6,740 -
Amortisation of acquired intangible assets 6,038 5,329
Foreign exchange variance 253 (414)
Deferred tax in respect of amortisation of intangible
assets (1,025) (843)
Share-based payment cost 1,598 2,162
--------------------------------------------------------------- -------- -------
Adjusted profit attributable to owners of the Group 6,092 13,127
--------------------------------------------------------------- -------- -------
Weighted average number of ordinary shares in issue (000) 824,647 713,973
Dilutive effect of share options (000) 49,107 38,736
--------------------------------------------------------------- -------- -------
Diluted weighted average number of ordinary shares in
issue (000) 873,754 752,709
--------------------------------------------------------------- -------- -------
Basic earnings per share (pence) (1.34) 0.56
Diluted earnings per share (pence) (1.34) 0.53
Adjusted basic earnings per share (pence) 0.74 1.84
Adjusted diluted earnings per share (pence) 0.70 1.74
--------------------------------------------------------------- -------- -------
2019
2020 (restated)
GBP000 GBP000
----------------------------------------------------------------- -------- -----------
(Loss)/profit attributable to equity holders of the Group (11,025) 4,008
Loss/(profit) from discontinued operations 6,740 (1,284)
----------------------------------------------------------------- -------- -----------
Underlying (loss)/profit from continuing operations attributable
to equity holders of the Group (4,285) 2,724
----------------------------------------------------------------- -------- -----------
Weighted average number of ordinary shares in issue (000) 824,647 713,973
Dilutive effect of share options (000) 49,107 38,736
----------------------------------------------------------------- -------- -----------
Diluted weighted average number of ordinary shares in
issue (000) 873,754 752,709
----------------------------------------------------------------- -------- -----------
Basic earnings per share from continuing operations (pence) (0.52) 0.38
Diluted earnings per share from continuing operations
(pence) (0.52) 0.36
----------------------------------------------------------------- -------- -----------
The weighted average number of shares in issue for the adjusted diluted earnings per share includes the dilutive effect of the share options in issue to senior staff of the Group.
Adjusted earnings per share represents the earnings per share, as adjusted to remove the effect of fees associated with acquisitions, restructuring costs, the amortisation of intangible assets (excluding internally generated amortisation related to computer software and customer databases), exceptional items and share-based payment costs which have been expensed to the Group statement of comprehensive income in the year, the unwinding of contingent consideration and foreign exchange variances. The adjustments to earnings per share have been disclosed to give a clear understanding of the Group's underlying trading performance.
Adjusted profit before tax on continuing operations is calculated as follows:
2019
2020 (restated)
GBP000 GBP000
----------------------------------------------------------------- ------- -----------
(Loss)/profit before income tax (4,536) 3,075
Share-based payment cost 1,598 2,162
Amortisation of acquired intangible assets 6,038 5,302
Foreign exchange variance 253 (414)
Exceptional costs:
- fees associated with acquisition 1,366 725
- restructuring cost 990 1,686
- accelerated write off of capitalised debt facility arrangement
fees upon refinancing - 333
- change in fair value of contingent consideration 1,157 136
----------------------------------------------------------------- ------- -----------
6,865 13,005
----------------------------------------------------------------- ------- -----------
Acquisitional activity can significantly distort underlying financial performance from IFRS measures and therefore the Board deems it appropriate to report adjusted metrics as well as IFRS measures for the benefit of primary users of the Group financial statements
7. Property, plant and equipment
Fixtures
and Motor Computer Leasehold
fittings vehicles equipment improvements Total
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------------------------- -------- -------- --------- ------------ -------
Cost
At 1 January 2019 961 133 2,162 711 3,967
Acquisitions through business combinations 46 13 19 - 78
Transfer of asset to right of use
assets - on adoption of IFRS 16 (231) - - - (231)
Foreign exchange variances (1) (6) (7) (1) (15)
Additions 68 1 1,075 337 1,481
Disposals - - (566) - (566)
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2019 843 141 2,683 1,047 4,714
Acquisitions through business combinations 22 - - - 22
Assets transferred to disposal group (12) - (11) (17) (40)
Assets transferred to intangible
assets - - (1,338) - (1,338)
Foreign exchange variances - 3 1 1 5
Additions 200 29 1,624 72 1,925
Disposals (116) (15) (547) (511) (1,189)
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2020 937 158 2,412 592 4,099
------------------------------------------- -------- -------- --------- ------------ -------
Depreciation
At 1 January 2019 494 25 1,211 154 1,884
Charge for the year 123 35 447 102 707
Disposals - - (561) - (561)
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2019 617 60 1,097 256 2,030
Charge for the year 221 21 75 254 571
Charge for the year transferred to
intangible assets - - (380) - (380)
Assets transferred to disposal group (10) - (10) (8) (28)
Disposals (85) (11) (144) (176) (416)
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2020 743 70 638 326 1,777
------------------------------------------- -------- -------- --------- ------------ -------
Net book value
At 31 December 2020 194 88 1,774 266 2,322
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2019 226 81 1,586 791 2,684
------------------------------------------- -------- -------- --------- ------------ -------
At 31 December 2018 467 108 951 557 2,083
------------------------------------------- -------- -------- --------- ------------ -------
8. Right of use assets
Fixtures Motor
and fittings vehicles Property Total
GBP000 GBP000 GBP000 GBP000
------------------------------------------- ------------ -------- -------- ------
Cost
At 1 January 2020 472 319 3,869 4,660
Acquisitions through business combinations - - 156 156
Remeasurement of Finance lease - - (347) (347)
Assets transferred to disposal group - (66) - (66)
Disposals (5) (164) (352) (521)
Additions 23 225 - 248
------------------------------------------- ------------ -------- -------- ------
At 31 December 2020 490 314 3,326 4,130
------------------------------------------- ------------ -------- -------- ------
Depreciation
At 1 January 2020 69 103 778 950
Charge for the year 69 125 788 982
Assets transferred to disposal group - (56) - (56)
Disposals - (86) (253) (339)
------------------------------------------- ------------ -------- -------- ------
At 31 December 2020 138 86 1,313 1,537
------------------------------------------- ------------ -------- -------- ------
Net book value
At 31 December 2020 352 228 2,013 2,593
------------------------------------------- ------------ -------- -------- ------
At 31 December 2019 403 216 3,091 3,710
------------------------------------------- ------------ -------- -------- ------
9. Intangible assets and goodwill
Total
Computer Customer Customer Customer other
Trade Goodwill
software name databases contracts relationships intangibles (as restated) Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ -------- ------ --------- --------- ------------- ------------ -------------- -------
Cost
At 1 January 2019 9,350 115 1,596 14,687 2,231 27,979 44,366 72,345
Additions 2,595 - 58 - - 2,653 - 2,653
Acquisitions through
business combinations
(restated - see note
13) - - - 2,861 5,280 8,141 16,379 24,520
Adjustment to previous
business combinations - - - - - - 992 992
Foreign exchange
variances - - - (338) - (338) (110) (448)
------------------------ -------- ------ --------- --------- ------------- ------------ -------------- -------
At 31 December 2019
(as restated) 11,945 115 1,654 17,210 7,511 38,435 61,627 100,062
Additions 3,615 - 101 - - 3,716 - 3,716
Acquisitions through
business combinations 37 - - 583 - 620 3,241 3,861
Transfer from property,
plant and equipment 1,338 - - - - 1,338 - 1,338
Impairment (188) - - - - (188) - (188) Assets transferred to disposal group (432) - (1,755) - - (2,187) (1,208) (3,395) Foreign exchange variances - - - 283 - 283 116 399 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- At 31 December 2020 16,315 115 - 18,076 7,511 42,017 63,776 105,793 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- Amortisation At 1 January 2019 3,862 18 1,437 6,087 1,597 13,001 - 13,001 Charge for the year 2,121 6 134 3,473 813 6,547 - 6,547 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- At 31 December 2019 5,983 24 1,571 9,560 2,410 19,548 - 19,548 Charge for the year 2,895 6 - 4,022 815 7,738 - 7,738 Charge for the year transferred from property, plant and equipment 380 - - - - 380 - 380 Assets transferred to disposal group (429) - (1,571) - - (2,000) - (2,000) ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- At 31 December 2020 8,829 30 - 13,582 3,225 25,666 - 25,666 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- 1Net book value At 31 December 2020 7,486 85 - 4,494 4,286 16,351 63,776 80,127 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- At 31 December 2019 (as restated) 5,962 91 83 7,650 5,101 18,887 61,627 80,514 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- ------- At 31 December 2018 5,488 97 159 8,600 634 14,978 44,366 59,344 ------------------------ -------- ------ --------- --------- ------------- ------------ -------------- -------
Computer software is a combination of assets internally generated and assets acquired through business combinations. The amortisation charge in the period to 31 December 2020 associated with computer software acquired through business combinations is GBP1,195,000 (2019: GBP1,037,000). The additional GBP2,080,000 (2019: GBP1,084,000) charged in the period relates to the amortisation of internally generated computer software. The total amortisation charged in the period to 31 December 2020 associated with intangible assets acquired through business combinations is GBP6,038,000 (2019: GBP5,329,000).
10. Trade and other receivables
Group
--------------
2020 2019
GBP000 GBP000
---------------------------------- ------ ------
Trade receivables 6,995 8,712
Other receivables 297 606
Deferred contingent consideration 6,925 -
Prepayments 2,764 2,041
Accrued income 8,785 18,202
---------------------------------- ------ ------
25,766 29,561
---------------------------------- ------ ------
Deferred contingent consideration relates to the collection and run off of the SME Division's accrued income balance at disposal.
11. Trade and other payables
Group
--------------
2020 2019
GBP000 GBP000
-------------------------------- ------ ------
Current
Trade payables 1,943 1,977
Social security and other taxes 4,162 2,857
Accruals 866 1,954
Deferred income 745 3,676
Other payables 514 -
-------------------------------- ------ ------
8,230 10,464
-------------------------------- ------ ------
12. Business combinations
LSI Energy Holdings Limited (LSI)
On 14 August 2020, the Group acquired 100% of the issued share capital and voting rights of LSI Energy Holdings Limited, a company based in the United Kingdom. LSI provides business energy and procurement services to a range of Corporate and SME customers, broadening Inspired Energy's service offering within its core Corporate Division.
The acquisition of LSI was completed for a total consideration of up to GBP9,122,000. The initial GBP3,122,000 was satisfied in cash. The additional GBP6,000,000 comprises of three earn out tranches as follows. Of the aggregate contingent consideration of GBP6,000,000, GBP1,750,000 is payable based on conversion of the order book of LSI at completion to cash, GBP2,250,000 is payable as twelve months' value of contract renewals completed within three years of completion, and GBP2.000,000 is payable as twelve months' value of contracted new business generated within three years of completion. The range of potential outcomes varied from GBP1,750,000 to GBP6,000,000.
The fair value of the contingent consideration of GBP3,600,000 was estimated by calculating the present value of the future cash flows and discounted using a rate of 13%.
The acquisition was financed through the drawdown of the Group's refinance facilities with Santander and Bank of Ireland. The details of the business combination are as follows:
Recognised amounts of identifiable net assets
Provisional
Book fair value Provisional
value adjustment fair value
GBP000 GBP000 GBP000
----------------------------------------------------- ------ ----------- -----------
Property, plant and equipment 1 - 1
Intangible assets - 583 583
Trade and other receivables 254 - 254
Current tax asset 365 - 365
Cash and cash equivalents 3,064 - 3,064
----------------------------------------------------- ------ ----------- -----------
Total assets 3,684 583 4,267
----------------------------------------------------- ------ ----------- -----------
Trade and other payables 534 - 534
Deferred tax liability - 111 111
----------------------------------------------------- ------ ----------- -----------
Total liabilities 534 111 645
----------------------------------------------------- ------ ----------- -----------
Provisional fair value of identifiable net assets 3,622
Provisional goodwill 3,100
----------------------------------------------------- ------ ----------- -----------
Fair value of consideration transferred 6,722
----------------------------------------------------- ------ ----------- -----------
Satisfied by:
- cash consideration paid 3,122
- contingent consideration 3,600
----------------------------------------------------- ------ ----------- -----------
6,722
----------------------------------------------------- ------ ----------- -----------
Net cash outflow arising from business combinations:
- cash consideration paid 3,122
- cash and cash equivalents acquired (3,064)
----------------------------------------------------- ------ ----------- -----------
Net cash outflow 58
----------------------------------------------------- ------ ----------- -----------
Since acquisition LSI has contributed GBP943,000 to revenue and GBP113,000 to profit before income tax. If the acquisition had taken place at the start of the financial period, LSI would have contributed GBP2,081,000 to revenue and GBP224,000 to profit before income tax.
Goodwill
The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.
Identifiable net assets
A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to LSI has been carried out. Fair values are provisional as they are still within the twelve-month hindsight period to adjust fair values.
The fair value of the customer contracts was calculated to be GBP583,000.
The Group estimates costs incurred in relation to the transaction to be GBP111,000. These costs are included within exceptional costs in the Group statement of comprehensive income.
A reconciliation of acquisition of subsidiaries, net of cash acquired is as follows:
GBP000
LSI - net cash outflow (per above) (58)
Completion of 100% acquisition of Ignite Energy
LTD 5,500
Acquisition of 100% of Energy Broker Solutions
Limited 174
Investment in Switchd Ltd 250
----------------------------------------------------- ------
Acquisition of subsidiaries, net of cash acquired 5,866
----------------------------------------------------- ------
13. Business combinations - prior year
Ignite Energy LTD (IGN)
As disclosed in the 31 December 2019 annual report and accounts the Group acquired an initial 40% of the issued share capital and voting rights of IGN.
During the year ended 31 December 2020, the Group deemed it appropriate to change the way the non-controlling interest was measured at acquisition, from the proportionate share method to the fair value method. This change in accounting policy had the following impact on the business combination and associated goodwill.
Recognised amounts of identifiable net assets
Fair value Fair value
Book Fair value as as
originally Adjustment restated
value adjustment presented
GBP000 GBP000 GBP000 GBP000 GBP000
---------------------------------------- ------ ---------- ---------- ---------- ----------
Property, plant and equipment 153 - 153 - 153
Intangible assets - 8,141 8,141 - 8,141
Inventories 524 (399) 125 - 125
Trade and other receivables 3,371 (1,025) 2,346 - 2,346
Cash and cash equivalents 4,748 - 4,748 - 4,748
---------------------------------------- ------ ---------- ---------- ---------- ----------
Total assets 8,796 6,717 15,513 - 15,513
---------------------------------------- ------ ---------- ---------- ---------- ----------
Trade and other payables 2,198 100 2,298 - 2,298
Current tax liability 356 - 356 - 356
Deferred tax liability 30 1,547 1,577 - 1,577
---------------------------------------- ------ ---------- ---------- ---------- ----------
Total liabilities 2,584 1,647 4,231 - 4,231
---------------------------------------- ------ ---------- ---------- ---------- ----------
Provisional fair value of identifiable
net assets 11,282 - 11,282
Provisional goodwill 5,087 9,394 14,481
---------------------------------------- ------ ---------- ---------- ---------- ----------
Fair value of consideration transferred 16,369 9,394 25,763
---------------------------------------- ------ ---------- ---------- ---------- ----------
Satisfied by:
- cash consideration paid 5,000 - 5,000
- deferred consideration paid 1,600 - 1,600
- contingent consideration 3,000 - 3,000
- non-controlling interest (60%) 6,769 9,394 16,163
---------------------------------------- ------ ---------- ---------- ---------- ----------
16,369 9,394 25,763
---------------------------------------- ------ ---------- ---------- ---------- ----------
Net cash outflow arising from -
business combinations:
- cash consideration paid 6,600 - 6,600
- cash and cash equivalents acquired (4,748) - (4,748)
---------------------------------------- ------ ---------- ---------- ---------- ----------
Net cash outflow 1,852 - 1,852
---------------------------------------- ------ ---------- ---------- ---------- ----------
Waterwatch UK Limited (WW)
As disclosed in the 31 December 2019 annual report and accounts the Group acquired 100% of the issued share capital and voting rights of WW.
The provisional fair value of identifiable net assets was carried out and no adjustment is to be made following the completion of the twelve-month hindsight period.
Independent Utilities Limited (IU)
As disclosed in the 31 December 2019 annual report and accounts the Group acquired 100% of the issued share capital and voting rights of IU.
The provisional fair value of identifiable net assets was carried out and no adjustment is to be made following the completion of the twelve-month hindsight period.
14. Post-balance sheet events
On 3 March 2021 the Group acquired 100% of the issued share capital and voting rights of BWS Holdco Limited, and its trading subsidiary Businesswise, and 100% of the issued share capital and voting rights of GEM. Businesswise is an energy consultant providing assurance services and incremental optimisation services to corporate customers. GEM provides energy assurance services to corporate customers.
The Group is paying an initial consideration of GBP6.0 million to acquire Businesswise on a debt free cash free basis, to be satisfied in cash at completion. In order to incentivise the vendors, further contingent consideration of up to GBP23.5 million may become payable in cash, subject to the achievement of challenging EBITDA and Order Book growth targets for the years ending 31 December 2021, 2022 and 2023. To achieve the earn out in full, Businesswise would be required to generate EBITDA of GBP5.0 million for the year ending 31 December 2023 and have a closing order book in excess of GBP19.0 million.
In regard to the acquisition of GEM, consideration will be satisfied by an initial cash payment of GBP1.5 million to the shareholders of GEM, with deferred consideration of GBP250,000 payable at 31 December 2021, and a potential further contingent cash consideration of up to GBP250,000 payable based on achieving a target level of contracted future revenues.
The Group has not given full disclosure of the fair value at acquisition as it was considered impractical to do so within the reporting timeframe.
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