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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Utilitywise | LSE:UTW | London | Ordinary Share | GB00B6WVD707 | ORD 0.1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.903 | 1.806 | 2.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMUTW
RNS Number : 4099C
Utilitywise plc
16 April 2013
Under embargo until 7am, 16 April 2013
Utilitywise plc
("Utilitywise" or the "Company")
Half Year Results
for the six months ended 31 January 2013
Utilitywise, a leading independent utility cost management consultancy, is pleased to announce its half year results for the period to 31(st) January 2013.
Geoff Thompson, CEO commented:
"We are delighted to have achieved a 44% increase in revenues, which underlines the exciting growth opportunities available to the Company. Particularly encouraging has been the level of profitability given the costs absorbed by the business in terms of new premises, investment in energy consumption management products, services and headcount growth as outlined at the time of our IPO. We have good visibility over future revenue and our pipeline of new secured and as yet unrecognised revenue has increased since period end. This, combined with the growing sales momentum from our recently expanded team of energy consultants, leaves us confident in the future prospects of the business.
"Our interim results are in line with our expectations and we remain on course to meet full year targets."
Financial Highlights
-- Revenue increased 44% to GBP10.2m (H2 2012: GBP7.3m, H1 2012: GBP7.1m) -- Gross profit increased 34% to GBP4.3m (H2 2012: GBP3.0m, H1 2012: GBP3.2m) -- Adjusted EBITDA* of GBP2.3m (H2 2012: GBP1.6m, H1 2012: GBP2.6m) -- Adjusted Pre-tax profit* of GBP2.1m (H2 2012: GBP1.4m, H1 2012: GBP2.5m) -- Adjusted fully diluted EPS* 2.4p -- Proposed interim dividend of 0.8p -- Net Cash of GBP5.0m (31 January 2012; GBP0.0m) -- Acquisition of Clouds for GBP1m
Given the major corporate changes effected in the business a more meaningful comparison is provided below against the last 6 month period ending 31 July 2012.
H1 2013 H2 2012 % Change ----------------- ---------- ----------- --------- Revenue GBP10.2m GBP7.3m +40% ----------------- ---------- ----------- --------- Adjusted EBITDA GBP2.3m* GBP1.6m** +44% ----------------- ---------- ----------- --------- Adjusted PBT GBP2.1m* GBP1.4m** +50% ----------------- ---------- ----------- ---------
*Adjusted for share based payments of GBP87k (H1 2012: no adjustments)
** Adjusted for a one off lease termination fee of GBP75k and GBP316k of IPO costs
Corporate Highlights
-- Continued growth in contracted meters to 35,400; as at 31 January 2013 a 39% increase since IPO.
-- Further expansion of Energy Consultants team to 259 consultants as at 31 January 2013, an increase of 92% since 31 January 2012 and 38% since 31 July 2012.
-- Over GBP13m of new business secured in H1, of which in excess of GBP8.5m was still to go live as at 31 January 2013.
-- Successful acquisition and integration of Clouds, broadening the Energy Management Products and Services offering to include a range of Carbon Reporting and Legislative Compliance services.
-- On-going development of proprietary I.T. Systems, including enhancement of the Darwin CRM platform and development of utility insight into a multi utility reporting solution.
-- Creation of a new Business Development and Account Management function including the development of a Risk Management and Flexible Buying capability.
Richard Feigen, Chairman, commented:
"I am pleased to report that Utilitywise has continued to make impressive progress and remains on track to achieve full year targets.
"Our interim results continue to demonstrate the strength of our proposition, our continued ability to scale our business model and the important differentiation we have achieved through our on-going development of our energy management products and services."
For further information:
Utilitywise PLC 0870 626 0559 Geoff Thompson, CEO Andrew Richardson, CFO finnCap (NOMAD and broker) 020 7220 0500 Matt Goode / Charlotte Stranner / Henrik Persson (Corporate Finance) Simon Johnson (Corporate Broking) Newgate Threadneedle 020 7653 9850 Josh Royston /John Coles/ Hilary Millar
About Utilitywise
Utilitywise is a leading independent utility cost management consultancy based in South Shields, Tyne and Wear. The Company has established trading relationships with a number of major UK energy suppliers and provides services to its customers designed to assist them in achieving better value out of their energy contracts, reduced energy consumption and lower carbon footprint.
Businesses large and small rely on Utilitywise for their energy management needs. Clients range in size from high street shops to multinationals with thousands of sites and cover the whole of the UK. In total, Utilitywise manages over 35,500 energy meters which have an overall energy consumption of approaching 4 terra watt hours per annum.
Utilitywise is a UK company quoted on the AIM market of the London Stock Exchange. For more information, please visit www.utilitywise.com.
Chief Executive's Statement
I am pleased to report on the strong performance of the Group in the first half of the year, delivering another period of growth for the business and making steady progress on a number of strategic goals. The growth we achieved during the period is driven by the controlled expansion of our team of energy consultants. We have grown this team by 38% over the prior six month period, bringing the total number of energy consultants to 259 as at the end of January 2013. The majority of the recent hires have now completed our internal training academy and we would expect them to provide a net profit contribution during the second half of the year.
Given the growth defined above, our core energy procurement offering to commercial customers has continued to scale as evidenced by the volume of new customers we contracted in the six months to end of January. In the period our contracted customers increased to 13,287, an increase of 33% since IPO. We have also seen a continued improvement in our renewal rate to 69% by meter volume from 53% at IPO.
In addition to this core offering, we have continued to expand our unique suite of energy management products and services. Further investment in Energy Services has been made in the period, including improvements to our proprietary Edd:e sub metering solution and the associated utility insight reporting platform. This development has led to the creation of a multi utility reporting solution for gas, power and water as well as our own unique circuit level sub metering data.
The investment in the Group's IT systems and processes, which form the foundation of our scalable business model, has resulted in the development of 'Quantum' an enhancement to the Group's Darwin CRM System which will improve the functionality of the current system and integrate the Energy Management products and services.
Internal product development remains a key strategic focus for us and we have further product upgrades planned for H2. Our Voltage Optimisation product, which has been designed to deliver value to customers at a competitive price and with functionality not available elsewhere, has undergone final testing in March 2013 and is planned for full product launch in the Autumn following client testing in July.
The creation of a revised Business Development and Account Management function has been completed. This structure will promote our Risk management and Flexible Buying solution as well as our broader Energy Management Services. It is pleasing that, whilst in its infancy, this structure has already led to a number of important Risk Management and Flexible Buying contract wins in the period under review.
Our relationships with the UK Energy supply companies remain strong and we enjoy an enviable position as a partner who they can rely upon to deliver customer volume and an innovative approach to solving business customers' energy management needs.
KPIs
6 months 6 months January to January 2013 2012 Change Energy Consultants at period end 259 135 92% Contracts secured in period 12,178 10,345 18% Secured future unrecognised revenue at period end GBP8.5m GBP6.8m 25%
People
We remain committed to attracting the right talent and to developing the skills of our people so that our customers benefit from our knowledge and experience and from the quality of service we provide. As detailed at the time of our IPO, a key focus in the first half has been the recruitment of Energy Consultants and we have added a further 71 Energy Consultants in the first half.
Our new training academy has ensured that all of our people have the appropriate knowledge and skills to service our clients with our full range of products and services.
Acquisitions
It is our aim to enhance our organic growth with selected acquisitions to broaden and develop our product and service offering.
The Board is pleased to announce, as separately disclosed, the acquisition of Aqua Veritas Consulting Ltd a water consultancy business based in Leicester.
Our acquisition of Clouds, an independent consultancy specialising in energy management services based in Portsmouth, is proving successful with the integration of the businesses now complete. Please refer to note 8.
The Clouds acquisition has broadened the range of Energy Management products and services offered by the Group to include Carbon Management Services and Legislative Compliance Services.
Principal Risks and Uncertainties
There have been no changes to the principal risks and uncertainties identified in the annual financial statements for the year ended 31 July 2012.
Outlook
Our interim results continue to demonstrate the strength of our proposition, our continued ability to scale our business model and the important differentiation we have achieved through our on-going development of our energy management products and services. We have good visibility over future revenue and a healthy pipeline of new business, which, combined with the growing sales momentum from our recently expanded team of energy consultants, leaves us confident in the future prospects of the business and a successful outcome for the full year.
Financial Review
Income Statement
During the six month period ended 31 January 2013 revenue increased by 44% over the corresponding period last year to GBP10.2 million including GBP0.3 million from Clouds Environmental Services acquired in September 2012. This growth is further put into context when compared to the previous six months trading with revenue increasing 40% on the six months ending 31 July 2012. This is supported by an increase of 26% in the volume of contracts going live in the period compared to the previous six months.
Energy consultant headcount continues to grow from 135 at the end of January 2012 to 188 at the end of July 2012 and to 259 at this period end. It is this growth that will form the basis for future increases in revenue and profitability as the new energy consultants complete training and their performance improves with length of service. This is illustrated by the increase in contracts secured going live, which has steadily grown throughout the period from GBP8.2 million in the 6 month period ending 31 January 2012 to GBP8.8 million in the 6 month period ending 31 July 2012 to GBP11.0 million for the six month period ending 31 January 2013.
This momentum is further evidenced by the growth in the value of contracts secured but not gone live i.e. the future secured revenue stream which has grown from GBP6.8 million as at 31 January 2012 to GBP7.1 million as at 31 July 2012 to GBP8.5 million as at 31 January 2013.
Gross margins remained strong through the period at 42% against the backdrop of a 38% increase in energy consultant headcount during the period. This compares to a margin of 45% for six months ended 31 January 2012, a period of relatively static energy consultant headcount, and 39% for the 6 months ended 31 July 2012, a period which enjoyed a similar increase in energy consultant headcount.
Adjusted EBITDA, defined as EBITDA adjusted for share based payments for the period was GBP2.3 million, a slight decrease of GBP0.3 million compared to the 6 month period to 31 January 2012 as a result of the investment made in staff and infrastructure during the period. However when compared to the 6 month period to 31 July 2012 adjusted EBITDA increased by 44% from GBP1.6 million. 2012 adjusted EBITDA is defined as EBITDA adjusted for a one off lease termination fee and IPO costs. Following the relocation of the Group to new offices at Market Dock South Shields in January 2012 administrative expenses have increased in line with expectations as the business has expanded its infrastructure and support functions to support further organic growth.
Cash and Borrowings
The Group has invested GBP1.9 million of cash for operations during the six month period as it pursues its energy consultant headcount growth, the infrastructure to support future growth and investment in energy management products and services. This has resulted in a period end net cash balance of GBP5.0 million, in line with expectations allowing for the GBP0.4 million expended in the acquisition of Clouds. This trend will improve in the second half as revenues and cashflow from this investment in talent and infrastructure follow.
Balance Sheet
As at 31 January 2013 the Group had total non-current assets of GBP7.2 million (GBP3.8 million 31 January 2012) including GBP3.4 million of goodwill (GBP2.4 million 31 January 2012). PPE asset investment of GBP0.3 million was incurred to support the increased headcount.
Inventories of GBP53,000 relate to stock of Edd:e energy monitoring units. Trade receivables stood at GBP4.4 million as at 31 January 2013, GBP0.5 million lower than 31 January 2012. Total liabilities stand at GBP4.4 million, a GBP0.9 million increase on the period to 31 July 2012 and a reduction of GBP0.5 million on the 6 months to 31 January 2012. Net current assets remain strong at GBP5.09 million (GBP0.37 million 31 January 2012).
Dividend
The Board is proposing an interim dividend of 0.8p per share payable to shareholders on the register at close of business on 22 May 2013 to shareholders on the register at 3 May 2013.
INDEPENDENT REVIEW REPORT TO UTILITYWISE PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2013 which comprises condensed consolidated statement of total comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated cash flow statement and related notes.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 January 2013 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
BDO LLP
Chartered Accountants and Registered Auditors
Location
United Kingdom
Date
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Condensed consolidated statement of total comprehensive income - Unaudited
6 months ended 6 months ended Year ended 31 January 31 January 31 July 2012 2013 2012 Note GBP GBP GBP Revenue 3 10,217,183 7,091,443 14,382,806 Cost of sales 5,917,657 3,865,104 8,180,207 Gross profit 4,299,526 3,226,339 6,202,599 Other operating income 54,679 44,363 109,582 Administrative expenses 2,350,258 771,339 2,420,454 Exceptional items 4 - - 391,398 ------------------------------------ ----- --------------- --------------- ------------- Total administrative expenses 2,350,258 771,339 2,811,852 Profit from operations 2,003,947 2,499,363 3,500,329 Interest received 26,279 - - Interest and finance costs 32,725 9,252 32,257 --------------- --------------- ------------- Finance expense 6,446 9,252 32,257 Profit before tax 1,997,501 2,490,111 3,468,072 Tax expense 519,350 693,256 1,036,062 Profit for the period attributable to equity holders of the parent company 1,478,151 1,796,855 2,432,010 Other comprehensive income (net of tax) - - - Total comprehensive income attributable to equity holders of the parent company 1,478,151 1,796,855 2,432,010 Earnings per share for profit attributable to the owners of the parent during the period Basic 6 0.024 0.036 0.047 Diluted (pence) 6 0.023 0.036 0.047
Condensed consolidated statement of financial position - Unaudited
6 months ended 6 months ended Year ended 31 January 31 January 2013 2012 31 July 2012 Note GBP GBP GBP --------------- --------------- ------------- Non-current assets Property, plant and equipment 7 947,778 686,852 788,189 Goodwill 8 3,352,869 2,356,960 2,356,960 Internally generated intangible assets - 18,986 27,286 Other intangible assets 32,235 71,641 19,392 Trade and other receivables 2,817,365 633,564 1,536,804 Deferred tax asset 87,813 - - Total non-current assets 7,238,060 3,768,003 4,728,631 --------------- --------------- ------------- Current assets Inventories 52,989 130,506 98,622 Trade and other receivables 4,408,487 4,938,771 1,242,017 Cash and cash equivalents 4,951,295 36,721 8,227,499 Total current assets 9,412,771 5,105,998 9,568,138 --------------- --------------- ------------- Total assets 16,650,831 8,874,001 14,296,769 --------------- --------------- ------------- Current liabilities Trade and other payables 3,351,662 3,938,249 2,820,669 Loans and borrowings - 108,534 24 Corporation tax liability 974,057 692,176 523,910 --------------- ------------- Total current liabilities 4,325,719 4,738,959 3,344,603 --------------- --------------- ------------- Non-current liabilities Trade and other payables 48,790 94,967 66,790 Deferred tax liability - 58,485 48,655 Total non-current liabilities 48,790 153,452 115,445 --------------- --------------- ------------- Total liabilities 4,374,509 4,892,411 3,460,048 --------------- --------------- ------------- Net assets 12,276,322 3,981,590 10,836,721 --------------- --------------- ------------- Equity attributable to equity holders of the company Called up share capital 9 61,821 100 61,426 Share capital to be issued 8 253 - - Share premium 6,187,598 - 6,187,598 Merger reserve 299,605 - - Merger reserve on shares to be issued 8 192,247 - - Share option reserve 108,108 - 20,952 Retained earnings 5,426,690 3,981,490 4,566,745 Total equity 12,276,322 3,981,590 10,836,721 ----------- ---------- -----------
Condensed consolidated statement of changes in equity - Unaudited
Share Share Share Share Merger Merger option Retained Reserve Capital On shares to be to be capital issued premium reserve issued reserve earnings Total GBP GBP GBP GBP GBP GBP GBP GBP -------- ---------- ------------ ---------- ---------- ---------- -------------- ------------ At 1 August 2011 100 - - - - - 2,184,635 2,184,735 Profit for the year - - - - - - 2,432,010 2,432,010 Capitalisation of reserves 49,900 - - - - - (49,900) - Share option expense - - - - - 20,952 - 20,952 Issue of shares 11,426 - 6,844,079 - - - - 6,855,505 Listing costs - - (656,481) - - - - (656,481) -------- ---------- ------------ ---------- ---------- ---------- -------------- ------------ Equity as at 31 July 2012 61,426 - 6,187,598 - - 20,952 4,566,745 10,836,721 At 1 August 2011 100 - - - - - 2,184,635 2,184,735 Profit for the period - - - - - - 1,796,855 1,796,855 Equity as at 31 January 2012 100 - - - - - 3,981,490 3,981,590 At 1 August 2012 61,426 - 6,187,598 - - 20,952 4,566,745 10,836,721 Profit for the period - - - - - - 1,478,151 1,478,151 Dividends paid - - - - - - (618,206) (618,206) Share option expense - - - - - 87,156 - 87,156 Issue of shares 395 - - 299,605 - - - 300,000 Shares to be issued - 253 - - 192,247 - - 192,500 -------- ---------- ------------ ---------- ---------- ---------- -------------- ------------ Equity as at 31 January 2013 61,821 253 6,187,598 299,605 192,247 108,108 5,426,690 12,276,322
Condensed consolidated cash flow statement - Unaudited
6 months ended 6 months ended Year ended 31 January 31 January 2012 31 July 2012 2013 GBP GBP GBP --------------------- ---------------------- -------------------- Operating activities Profit before tax 1,997,501 2,490,111 3,468,072 Interest paid 32,725 9,252 32,257 Interest received (26,279) - - Depreciation of property, plant and equipment 148,513 70,324 187,084 Share option expense 87,156 - 20,952 Grant income (18,000) (19,545) (35,256) Amortisation of intangible assets 27,288 - 45,476 Loss on disposal of property, plant and equipment - 25,287 28,844 --------------------- ---------------------- -------------------- 2,248,904 2,575,429 3,747,429 (Increase)/Decrease in trade and other receivables (4,324,744) (97,097) 2,696,417 (Increase)/Decrease in inventories 45,632 (405) 31,479 Increase/(Decrease) in trade and other payables 131,035 617,085 112,480 --------------------- ---------------------- -------------------- (4,148,077) 519,583 2,840,376 Cash generated/ used in operations (1,899,173) 3,095,012 6,587,805 --------------------- ---------------------- -------------------- Income taxes paid (250,000) (692,716) (1,588,412) Net cash flows from operating activities (2,149,173) 2,402,296 4,999,393 --------------------- ---------------------- -------------------- Investing activities Purchase of property, plant and equipment (291,215) (162,054) (606,176) Purchase of intangibles (14,471) - (92,154) Acquisition of subsidiary, net of cash acquired (196,669) (2,490,255) (2,490,255) Sale of property, plant and equipment - - 12,548 --------------------- ---------------------- -------------------- Net cash used in investing activities (502,355) (2,652,309) (3,176,037) --------------------- ---------------------- -------------------- Financing activities Issue of shares - - 6,905,405 Share issue costs - - (656,481) Dividends paid (618,206) - - Loans repaid/ advances (24) 68,565 (39,945) Interest paid (32,725) (9,252) (32,257) Interest received 26,279 - - -------------------- ------------------ ------------------ Net cash raised/ used in financing activities (624,676) 59,313 6,176,722 -------------------- ------------------ ------------------ Net increase/ decrease in cash and cash equivalents (3,276,204) (190,700) 8,000,078 Cash and cash equivalents at beginning of period 8,227,499 227,421 227,421 ------------------ ------------------ Cash and cash equivalents at end of period 4,951,295 36,721 8,227,499 -------------------- ------------------ ------------------
Notes
1. Accounting policies
The condensed consolidated interim financial information should be read in conjunction with the annual financial statements for the year ended 31 July 2012, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The interim financial information for each of the six month periods ended 31 January 2013 and 31 January 2012 has not been audited and does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The information for the year ended 31 July 2012 does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006, but is based on the statutory financial statements for that year, on which the auditors have reported. Their audit report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498 (2) or (3) Companies Act 2006.
2. Basis of preparation
The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the European Union (EU).
Utilitywise Plc is incorporated and domiciled in the United Kingdom.
The financial statements have been prepared on a going concern and historical cost basis as stated in the accounting policies. There have been no changes in accounting policies. All policies are in line with the year ended 31 July 2012 and we do not anticipate any further changes for the year ended 31 July 2013. .
2. Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.
During the current period the Group offered both energy procurement and energy management services. The Board considers that due to the aggregation criteria in IFRS 8 that the services offered form one segment for the current period. As the energy management revenues grow a reassessment of operating segments will take place.
The Board considers that the Group's project activity constitutes one operating and one reporting segment, as defined under IFRS 8. Management reviews the performance of the Group by reference to total results against budget.
Other information
6 months ended 6 months ended Year ended 31 January 2013 31 January 2012 31 July 2012 GBP GBP GBP ---------------- ---------------- ------------- Revenue arises from: Provision of services 10,217,183 7,091,443 14,382,806 ================ ================ ============= Analysis of concentration of customers (Energy suppliers)_top 3 and other: Energy supplier 1 2,467,566 2,602,123 3,903,870 Energy supplier 2 1,849,892 2,198,092 3,640,727 Energy supplier 3 1,748,118 1,422,416 3,086,538 Other suppliers 4,151,607 868,812 3,751,671 10,217,183 7,091,443 14,382,806 ================ ================ ============= 3. Exceptional items
Exceptional items in the year ended 31 July 2012 relate to a one off lease termination fee of GBP75,000 and GBP316,398 of listing fees incurred on admission to the AIM. GBP316,398 was considered to be the listing fee value attributable to shares in issue prior to the AIM listing. Costs associated with new shares issued on admission were taken to the share premium account. Please see the Consolidated Statement of Changes in Equity. Exceptional items are included in administrative expenses in the income statement.
4. Dividends 6 months ended 6 months ended 12 months ended 31 January 2013 31 January 2012 31 July 2012 GBP GBP GBP Final dividend of 1 pence per ordinary share proposed and paid during the period - relating to the previous year's results 618,206 - 6. Earnings per share
Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all potentially dilutive ordinary shares.
The Group has potentially dilutive ordinary shares: those share options granted to employees where the exercise price is less than the average market price of the Company's ordinary shares during the period.
6 months ended 6 months ended 12 months ended 31 January 2013 31 January 2012 31 July 2012 GBP GBP GBP Profit Profit used in calculating basic and diluted profit 1,478,151 1,796,855 2,432,010 Number of shares Weighted average number of shares for the purpose of basic earnings per share 61,688,999 50,000,000(1) 51,523,446 Weighted average number of shares for the purpose of diluted earnings per share 64,754,631 50,000,000(1) 51,851,390
(1) The number of shares in issue at 31 January 2012 was 10,000. However, in line with IAS 33 the comparative weighted average number of shares for the calculation of earnings per share where there has not been any concomitant change in the resources. As a result, the number of weighted average shares has been adjusted for the movements in the number of shares in the period ended 31 July 2012. During that period the company capitalised reserves of GBP49,900 to give a revised share capital of GBP50,000. Share capital was then changed from GBP0.01 to GBP0.001 per share.
5. Property, plant and equipment
During the six months ended 31 January 2013 the group incurred property, plant and equipment additions of GBP291,215.
6. Acquisition
Utilitywise Plc acquired the entire share capital of Clouds Environmental Consultancy Limited on 1 October 2012 for GBP1,040,821 in order to enhance the service offering provided by the group. Consideration consisted of both cash payments and the issue of shares, an element of which is contingent on the performance of Clouds Environmental Consultancy Limited to 31 July 2013. Contingent consideration has been included as a best estimate of amounts payable.
Goodwill on consolidation has been calculated as follows:
GBP Amount of consideration 1,040,821 Provisional fair value of net assets acquired: Tangible fixed assets 15,260 Debtors 122,289 Cash 159,152 Creditors (251,789) ---------- 44,912 Goodwill 995,909 ---------- Consideration: Cash 355,821 Shares issued 300,000 Contingent cash 192,500 Contingent shares to be issued 192,500 ---------- 1,040,821
The goodwill reflects expected synergies from combining the two businesses.
Since the date of acquisition Clouds Environmental Consultancy Limited has generated revenue of GBP315,027 and a profit before tax of GBP73,140 which is included in the consolidated statement of comprehensive income.
Assuming Clouds Environmental Consultancy Limited was acquired at the beginning of the annual reporting period, group revenue would be GBP10,320,997 and profit before tax GBP2,098,305.
In the year ended 31 July 2012 Utilitywise Plc acquired the entire share capital of Eco Monitoring Utility Systems Limited which gave rise to goodwill of GBP2,356,960.
Reconciliation of Goodwill:
GBP As at 1 August 2012 2,356,960 Additions 995,909 ---------- As at 31 January 2013 3,352,869 ---------- 9. Share capital 6 months ended 6 months ended Year ended 31 January 31 January 2013 2012 31 July 2012 Share capital issued and fully paid 61,820,578 Ordinary shares of GBP0.001 each 61,821 100 61,426 --------------- --------------- ------------- Shares to be issued 253,289 Ordinary shares of GBP0.001 - - each 253 --------------- --------------- -------------
Ordinary shares carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.
During the period ending 31 January 2013 as part of the consideration payable on the acquisition of Clouds Environmental Consultancy Limited the company issued 394,736 shares at 76p per share, which resulted in a merger reserve of GBP299,605 and additions to share capital of GBP395.
The addition of GBP253 to shares to be issued represents the maximum nominal value of shares to be issued as part of the contingent consideration on the acquisition of Clouds Environmental Consultancy Limited. The issue of these shares will result in addition to the merger reserve of GBP192,247. This balance is currently held in merger reserve of shares to be issued.
10. Post balance sheet events
On 15 April 2013 the Company acquired the entire issued share capital of Aqua Veritas Consulting Limited for total initial consideration of GBP162,000 payable in cash upon completion (subject to adjustment on the basis of completion accounts) with a further deferred amount payable based upon 4 times Aqua Veritas' adjusted EBITDA to April 2014 capped at GBP4 million.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SFSESIFDSEFL
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