REG - Fulcrum Utility Srvc - Final Results
21/08/2023 07:15
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230821:nRSU8390Ja&default-theme=true
RNS Number : 8390J Fulcrum Utility Services Ltd 21 August 2023
21 August 2023
FULCRUM UTILITY SERVICES LIMITED
("Fulcrum", the "Company" or "the Group")
Final results for the year ended 31 March 2023 ("FY23")
Financial performance in line with management's expectations:
• Revenue down 18% to £50.6 million (2022: £61.8 million)
• Adjusted EBITDA(1) of £(6.2) million (2022: £0.5 million)
• Loss before tax of £25.7 million (2022: £14.2 million)(2)
• Cash outflow from operating activities of £12.5 million (2022:
£7.6 million)
• Adjusted earnings per share of (3)p (2022: (1.4)p) and basic
earnings per share of (6.3)p (2022: (5.2)p)
• Net debt(3) of £2.6 million as at 31 March 2023 (2022: £11.2
million net cash)
• Net assets of £20.7 million (2022: £45.9 million)
(1)Adjusted EBITDA is operating loss excluding the impact of exceptional
items, other net gains, fair value gains on derivatives, depreciation,
amortisation and equity-settled share-based payment charges.
(2)Includes £17.8 million of exceptional items (2022: £10.6 million)
including £12.2 million for impairment of intangible assets (2022: £2.3
million) and £2.2 million for onerous contracts (2022: £5.6 million).
(3) Net debt includes £6m (2022: £nil) of borrowings that has been accounted
for as an embedded derivative.
Laying a path back to profitability
In the year we acted to protect the Group in uncertain market conditions and
initiated a review of various strategic options in order to maximise value for
shareholders.
The review identified several opportunities and operational improvements,
leading to the divestment in Smart metering, the implementation of a leaner
operating model, the formation of a streamlined Senior Leadership Team and the
development of a more targeted sales strategy.
Facility extension
Further to the Company's announcement on 6 April 2023, with regards to an
amendment to the Group's convertible loan facility, the Board is pleased to
confirm that the Company's major shareholders have agreed to extend the term
of the existing Facility Agreement ("Facility Extension") from 1 November 2023
to 31 December 2024. All other terms and conditions of the Facility Agreement
are unchanged.
The Facility Extension will ensure the Group continues to have adequate
working capital and is expected to provide the Group with the funding required
for the trading year ahead and will support the continued execution of the
Group's strategy and Fulcrum's journey back to profitability.
The agreement to extend the term of the Facility Agreement by Bayford and
Harwood, each being a substantial shareholder of the Company, constitutes a
related party transaction with each Lender under rule 13 of the AIM Rules.
Accordingly, the directors who are independent of the Facility, being Jennifer
Babington and Dominic Lavelle, (the "Independent Directors") consider, having
consulted with Cenkos Securities plc, acting in its capacity as the Company's
nominated adviser and broker, that the Facility Extension is fair and
reasonable insofar as the Company's shareholders are concerned.
Recommendation to delist
An outcome of the Group's ongoing strategic review is the Board's
recommendation to seek to cancel the Company's admission to trading on AIM
(the "Cancellation"). A separate announcement has been made with regards to
the Cancellation, but it is the Board's considered view that the Cancellation
will support the Group's return to profitability by removing significant
ongoing costs associated with the Company's shares being admitted to trading
on AIM. Cancellation is also expected help to simplify the business and
improve its agility.
Annual Report and AGM notice
The Company's Annual Report and Accounts for the year ended 31 March
2023 and the Notice of the 2023 Annual General Meeting ('AGM') will be
available on the Company's website later today
at https://investors.fulcrum.co.uk/ (https://investors.fulcrum.co.uk/)
Commenting on the full year results, Lindsay Austin, Interim Chief Executive
Officer, said:
Our FY23 results reflect the legacy issues and the difficult conditions that
the Group has operated in, however we are now in a stronger position and laser
focused on our path back to profitability as we continue to make improvements
at pace.
I believe that the opportunities for the Group and its Fulcrum, Dunamis and
Maintech Power businesses are significant and reinforced by strong market
fundamentals.
We are confident in the Group's potential and its return to success.
This announcement contains inside information.
Enquiries:
Fulcrum Utility Services Limited +44 (0)114 280 4150
Jonathan Jager, Chief Financial Officer
Cenkos Securities plc (Nominated adviser and broker) +44 (0)20 7397 8900
Camilla Hume / Callum Davidson (Nomad) / Michael Johnson (Sales)
Notes to Editors:
Fulcrum is a multi-utility infrastructure and services provider. The Group
operates nationally with its head office in Sheffield, UK. It designs, builds,
owns, and maintains utility infrastructure. https://investors.fulcrum.co.uk/
(https://investors.fulcrum.co.uk/)
Chair's statement
This year we reset, refocused, restructured and refinanced the business to lay
better foundations to support our return to profitability. This focused on
addressing identified issues, implementing improvements, and developing a
clear strategy.
We are now in a stronger position, and I would like to share my personal
thanks to all our team for their hard work and ongoing efforts in achieving
this.
Results
The challenges faced by the business during the financial year ending 31 March
2023 are reflected in our full year results. However, encouragingly, the
Group's full year performance was in line with the expectations set out in our
Trading Update, published on 24 October 2022.
Dividend
Considering the full year performance, the Board will not be recommending the
payment of a dividend in respect of the financial year ended 31 March 2023 but
will continue to keep its dividend policy under review.
Outlook
Turning the Group's performance around has been a challenging task and is
ongoing, but we are making good progress, at pace. The Board is pleased that
the Group is on a path back to profitability, that its foundations are being
continually strengthened to deliver a successful future, and that the Group is
currently trading in line with management's expectations.
Medium to long-term market fundamentals are supported by the UK's transition
to a low carbon economy and also continue to be very strong. Considering all
of this, I am confident that the Group is well positioned to take advantage of
the many and significant opportunities available to it as we move forward.
Jennifer Babington
Non-executive Chair
18 August 2023
Chief Executive Officer's statement
Positioning the Group for future profitability
Since joining Fulcrum as Interim CEO in January 2023 my priority has been to
ensure the Group is positioned to capitalise on its core strengths and return
to profitability.
Improvements have been made and positive outcomes were delivered in the year.
We secured a healthy flow of new contracts, won under enhanced contractual
terms to better protect margin and took action to mitigate loss making
contracts.
Strong progress has continued to be made post year end and our focus continues
to be on reducing costs, reducing overheads, improving efficiency and
simplifying the business. The Group is now in a much-improved position, and we
are pleased to have ongoing financial support from our major shareholders as
we move forward.
Our recommendation to delist the business proactively supports the Group's
path to profitability by significantly reducing costs in this financial year
and on an enduring basis. It will also help us to simplify the business, its
operations, and will improve the speed of decision making.
Financial performance and results
Total revenue decreased year on year by £11.3 million to £50.6 million
(2022: £61.8 million). Infrastructure revenues were 19% lower than the
previous year at £46.4 million (2022: £57.6 million). Utility asset
ownership revenues remained at the same level as the previous year, at £4.2
million (2022: £4.2 million).
The Group had an operating loss of £24.6 million for the year (2022: £13.7
million). This loss includes exceptional costs of £17.8 million (2022: £10.6
million), depreciation and amortisation of £2.6 million (2022: £3.3
million), and a share-based payment charge of £0.1 million (2022: £0.6
million), offset by fair value gain on derivatives of £2 million (2022:
£nil). Exceptional costs include the income statement impact of the
impairment of our utility asset portfolio of £2.6 million (2022: £1.9
million) as a result of an independent, external valuation of those assets at
year end, £12.2 million impairment of intangible assets, including £7.6
million for goodwill write down, £4.3 million of other intangibles and £0.3
million software (2022: £2.3 million) and £2.2 million of onerous contract
losses (2022: £5.6 million) relating to forecast losses (net of provisions
released) to be incurred on several complex high voltage infrastructure
projects and losses incurred from 1 October 2022 and forecast to be incurred
in respect of a number of onerous infrastructure projects, following a
strategic review by the Board.
Adjusted EBITDA(1) for the year fell to £(6.2) million from £0.5 million in
the prior year. Adjusted EBITDA was affected by a dilution of the gross
margin, particularly as cost of materials were impacted by inflationary
effects, and the impact of the uncertain energy sector making trading
conditions more challenging. Administrative expenses (excluding exceptional
items) reduced by 7%, as the business applied greater cost controls on
discretionary spending.
The Group's network of utility assets, valued over £31 million as at 31 March
2023, generate recurring income and provide attractive and predictable
long-term returns. We continued to adopt additional utility assets in the
year, adding them to our income generating portfolio. The Group will continue
to selectively adopt utility assets. All tranches of the asset sale to ESP
were also successfully delivered during the year.
(1)Adjusted EBITDA is operating loss excluding the impact of exceptional
items, other net gains, fair value gain on derivatives, depreciation,
amortisation, and equity-settled share-based payment charges.
Liquidity and net cash
The Group's trading performance for the year has resulted in a cash outflow
from operating activities of £12.5 million (2022: £7.6 million). As at 31
March 2023, the Group had net debt of £2.6 million (2022: £11.2 million net
cash).
Net cash inflow from investing activities was £0.4 million (2022: £1.4
million), benefiting from £3.7 million of net receipts (£3.6 million
received for planned tranche sales and £0.2 million received for additional
consideration from tranche sales in previous years, less £0.1 million of
transaction costs), from the disposal of utility assets (2022: £7 million),
offset by investment in utility and other assets of £3.3 million (2022: £5.6
million).
Net cash inflow from financing activities of £4.3 million (2022: £13.4
million) was predominantly due to the draw down on the Facility Agreement of
£6 million, less transaction costs related to the convertible debt facility
of £0.5 million, and £1.1 million in lease and interest payments (2022:
£1.4 million). Net cash outflows in the year ended 31 March 2023 for
exceptional items in cost of sales and administrative expenses were £2.5
million (2022: £1.6 million).
Reserves and net assets
Net assets decreased by £25.2 million during the year to £20.7 million
(2022: £45.9 million), primarily resulting from the decrease in intangible
assets to £3 million (2022: £15.6 million) and a decreased cash balance of
£3.4 million (2022: £11.2 million). The Group suffered a net revaluation
impairment on the utility asset portfolio of £3.3 million (2022: £1.9
million net revaluation gain). Net assets per share at 31 March 2023 were 5.2p
per share (2022: 11.5p).
As at 31 March 2023, the issued share capital of the Company was 399,313,458
ordinary shares (2022: 399,313,458) with a nominal value of £339,313 (2022:
£339,313). At the end of the year, the Group operated one Save As You Earn
(SAYE) scheme.
Lindsay Austin
Interim Chief Executive Officer
18 August 2023
Consolidated statement of comprehensive income
for the year ended 31 March 2023
Notes Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Revenue 50,553 61,846
Cost of sales - underlying (45,393) (50,149)
Cost of sales - exceptional items 4 (4,581) (5,422)
Total cost of sales (49,974) (55,571)
Gross profit 579 6,275
Administrative expenses - underlying (13,992) (15,094)
Administrative expenses - exceptional items 4 (13,233) (5,202)
Total administrative expenses (27,225) (20,296)
Other net gains 5 5 330
Fair value gain on derivatives 18 2,047 -
Operating loss 6 (24,594) (13,691)
Net finance expense (1,135) (496)
Loss before taxation (25,729) (14,187)
Taxation 7 589 765
Loss for the year attributable to equity holders of the parent (25,140) (13,422)
Other comprehensive income
Items that will never be reclassified to profit or loss:
Revaluation of utility assets 10 2,594 4,252
Surplus arising on utility assets internally adopted in the year 10 25 57
Impairment of previously revalued utility assets (3,338) (477)
Deferred tax on items that will never be reclassified to profit or loss 7 644 (1,083)
Total comprehensive expense for the year (25,215) (10,673)
Loss per share attributable to the owners of the business
Basic 9 (6.3)p (5.2)p
Diluted 9 (6.3)p (5.1)p
Adjusted EBITDA is the basis that the Board uses to measure and monitor the
Group's financial performance as it is a more accurate reflection of the
commercial reality of the Group's business. Further details of Alternative
Performance Measures are included in note 3.
Operating loss (24,594) (13,691)
Equity-settled share-based payment charge 53 639
Other net gains 5 (5) (330)
Fair value gain on derivatives 18 (2,047) -
Exceptional items within operating loss 4 17,814 10,624
Depreciation and amortisation 10,12,13 2,588 3,257
Adjusted EBITDA (6,191) 499
Surplus arising on sale of domestic utility assets and enhanced payments 5 5 330
Adjusted EBITDA including sale of domestic utility assets and enhanced (6,186) 829
payments
Consolidated statement of changes in equity
for the year ended 31 March 2023
Notes Share Share Revaluation Merger Retained Total
capital premium reserve reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 31 March 2021 222 389 8,881 11,347 14,542 35,381
Total comprehensive expense for the year
Loss for the year - - - - (13,422) (13,422)
Revaluation surplus on external valuation of utility assets - - 4,252 - - 4,252
Surplus arising on utility assets internally adopted in the year 10 - - 57 - - 57
Disposal of previously revalued assets 5 - - (1,445) - 1,445 -
Depreciation on previously revalued assets - - (179) - 179 -
Additional costs allocated to previously revalued assets - - (37) - - (37)
Exceptional items - fixed asset impairment - - (477) - - (477)
Deferred tax in respect of items that will never be reclassified to profit and 7 - - (1,083) - - (1,083)
loss
Transactions with equity shareholders
Equity-settled share-based payment credit - - - - 639 639
Issue of new shares net of transaction costs 177 20,388 - - - 20,565
Balance at 31 March 2022 399 20,777 9,969 11,347 3,383 45,875
Total comprehensive expense for the year
Loss for the year - - - - (25,140) (25,140)
Revaluation surplus on external valuation of utility assets 10 2,594 2,594
- - - -
Surplus arising on utility assets internally adopted in the year 10 - - 25 - - 25
Disposal of previously revalued assets 5 - - (1,145) - 1,145 -
Depreciation on previously revalued assets - - (277) - 277 -
Additional costs allocated to previously revalued assets - - (3) - - (3)
Exceptional items - fixed asset impairment - - (3,338) - - (3,338)
Deferred tax in respect of items that will never be reclassified to profit and 7
loss
- - 644 - - 644
Transactions with equity shareholders
Equity-settled share-based payment credit - - - - 53 53
Balance at 31 March 2023 399 20,777 8,469 11,347 (20,282) 20,710
Consolidated balance sheet
as at 31 March 2023
Notes 31 March 31 March
2023 2022
£'000 £'000
Non-current assets
Property, plant and equipment 10 31,647 37,151
Intangible assets 12 3,034 15,597
Right-of-use assets 13 2,911 2,323
Deferred tax assets 7 2,191 3,495
39,783 58,566
Current assets
Contract assets 18,528 20,177
Inventories 537 433
Trade and other receivables 9,757 9,620
Cash and cash equivalents 16 3,370 11,176
32,192 41,406
Total assets 71,975 99,972
Current liabilities
Trade and other payables (11,029) (15,825)
Contract liabilities (27,144) (25,272)
Current lease liability 13 (1,068) (802)
Current provisions 17 (1,326) (3,035)
Derivatives 18 (4,193) -
(44,760) (44,934)
Non-current liabilities
Non-current lease liability 13 (2,197) (1,873)
Non-current provisions 17 (430) (1,296)
Deferred tax liabilities 7 (3,878) (5,994)
(6,505) (9,163)
Total liabilities (51,265) (54,097)
Net assets 20,710 45,875
Equity
Share capital 14 399 399
Share premium 20,777 20,777
Revaluation reserve 8,469 9,969
Merger reserve 11,347 11,347
Retained earnings (20,282) 3,383
Total equity 20,710 45,875
The financial statements were approved by the Board of Directors on 18 August
2023 and were signed on its behalf by:
Jennifer Babington
Non-executive Chair
Company number FC030006
Consolidated cash flow statement
for the year ended 31 March 2023
Notes Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Cash flows from operating activities
Loss for the year after tax (25,140) (13,422)
Tax credit 7 (589) (765)
Loss for the year before tax (25,729) (14,187)
Adjustments for:
Depreciation 10,13 1,789 1,832
Amortisation of intangible assets 12 799 1,425
Exceptional items - fixed asset impairment 4 2,559 1,920
Exceptional items - intangible asset impairment 4,12 12,170 2,309
Net finance expense 1,135 496
Equity-settled share-based payment charge 53 639
Loss on disposal of utility assets 5 817 75
Loss/(gain) on IFRS 16 lease modification 13 17 (16)
Fair value gain on derivatives 18 (2,047) -
Additional consideration receivable from previous utility asset sales 5 (38) (259)
Decrease/(increase) in contract assets 1,649 (4,537)
Increase in trade and other receivables (300) (3,154)
(Increase)/decrease in inventories (104) 5
(Decrease)/increase in trade and other payables (4,968) 3,370
Increase/(decrease) in contract liabilities 1,872 (1,826)
(Decrease)/increase in provisions 17 (2,575) 4,277
Cash outflow from operating activities (12,901) (7,631)
Tax repayments received 382 12
Net cash outflow from operating activities (12,519) (7,619)
Cash flows from investing activities
Acquisition of external utility assets (2,222) (2,468)
Utility assets internally adopted (569) (2,475)
Acquisition of plant and equipment 10 (122) (242)
Acquisition of intangibles 12 (406) (424)
Proceeds on disposal of utility assets 5 3,573 6,487
Receipt of deferred consideration on disposal of utility assets - 642
Costs paid in relation to disposal of utility assets (111) (141)
Additional consideration received from previous utility asset sales 238 49
Net cash inflow from investing activities 381 1,428
Cash flows from financing activities
Proceeds from issue of ordinary shares 14 - 21,263
Share issue transaction costs - (698)
Borrowings received 15 - 5,250
Borrowings repaid 15 - (10,950)
Receipt from convertible debt facility 18 6,000 -
Convertible debt facility transaction costs 18 (535) -
Prepaid arrangement fees - (11)
Interest paid and banking charges (non-IFRS 16) (97) (297)
IFRS 16 - principal payments 13 (812) (1,022)
IFRS 16 - interest payments 13 (193) (121)
IFRS 16 - proceeds received on disposal of leased vehicle 13 (31) 19
Net cash inflow from financing activities 4,332 13,433
(Decrease)/increase in net cash and cash equivalents (7,806) 7,242
Cash and cash equivalents at the beginning of the year 11,176 3,934
Cash and cash equivalents at the end of the year 16 3,370 11,176
1. Accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below.
Basis of preparation
The financial information set out in this preliminary announcement has been
derived from the Group's consolidated financial statements for the years ended
31 March 2023 and 31 March 2022. The audited financial information included in
this preliminary results announcement for the year ended 31 March 2023 and
audited information for the year ended 31 March 2022 does not comprise
statutory accounts within the meaning of section 434 Companies Act 2006. The
information has been extracted from the audited non statutory financial
statements for the year ended 31 March 2023 which will be delivered to the
Registrar of Companies in due course. Non statutory financial statements for
the year ended 31 March 2022 were approved by the Board of directors and have
been delivered to the Registrar of Companies. The report of the independent
auditors for the year ended 31 March 2023 and 2022 respectively on these
financial statements were unqualified.
Whilst the financial information included in this preliminary announcement has
been prepared on the basis of the requirements of International Financial
Reporting Standards as adopted by the United Kingdom, this announcement does
not itself contain sufficient information to comply with IFRS.
The financial statements have been prepared on the historical cost basis
except for the revaluation of derivatives and certain non-current assets.
Historical cost is generally based on the fair value of the consideration
given in exchange for assets.
Going concern
At 31 March 2023 the Group had net assets of £20.7 million (2022: £45.9
million), net current liabilities of £12.6 million (2022: £3.5 million),
cash of £3.4 million (2022: £11.2 million) and a convertible loan note
derivative liability of £4.2 million (2022: £nil) as set out in the
consolidated balance sheet on in note 18. In the year ended 31 March 2023, the
Group suffered a loss after tax of £25.1 million (2022: £13.4 million) and
had net cash outflows of £7.8 million (2022: net cash inflows of £7.2
million).
These financial statements are prepared on the basis that the Group is a going
concern. In forming its opinion as to going concern, the Board has prepared
cash flow forecasts based upon its assumptions with particular consideration
of the key risks and uncertainties, as well as taking into account available
borrowing facilities. The going concern period assessed is until 30 September
2024 which has been selected as it can be projected with a good degree of
expected accuracy.
In December 2022, the Group announced it had entered into an arrangement ("the
Facility Agreement") with its two principal shareholders, Bayford Group and
Harwood Capital, in respect of funding of up to £6 million by way of a
convertible loan, to be drawn down in tranches as required and repaid by 1
November 2023. The provision of this funding was to support the Group to
initiate a review of the various strategic options available to it to maximise
value for all shareholders and to ensure the Group continued to have adequate
working capital.
At 31 March 2023, the full £6 million made available in the Facility
Agreement had been drawn down and on 6 April 2023, the Group announced that it
had agreed to amend the Facility Agreement, under which the provision of
funding was increased by £5 million, such that up to £11 million is to be
provided as principal. On 9 August 2023, the Group's major shareholders agreed
to extend the Facility Agreement that previously ran to 1 November 2023, out
further to 31 December 2024. At the date of approval of these financial
statements, £7m of the total £11m available had been drawn down.
The cash flow forecasts prepared by the Board reflect a cautious view on
performance and include a range of sensitivities to stress-test the Group's
liquidity; changes to the principal assumptions for these sensitivities
include reductions in revenue and EBITDA. Some of these sensitivities do
result in cash low points at several points in 2024, but the Directors are
confident that the Group has in place immediate mitigating initiatives that
can alleviate any such cash shortfalls in a short timeframe, if required.
Based on these considerations, together with the Directors' knowledge and
experience of the markets in which the Group operates, the Directors consider
it appropriate to adopt the going concern basis of accounting in the
preparation of the Group's financial statements.
Adoption of new and revised International Financial Reporting Standards
(IFRSs) and IFRIC interpretations
For the purposes of the preparation of these consolidated financial
statements, the Group has applied all standards and interpretations that are
effective for accounting periods beginning on or after 1 April 2022.
No new standards, amendments or interpretations to existing standards that
have been published and that are mandatory for the Group's accounting periods
beginning on or after 1 April 2023, or later periods, have been adopted early.
2. Operating segments
The Board has been identified as the chief operating decision-maker (CODM) as
defined under IFRS 8 "Operating Segments". The Directors consider there to be
two operating segments, Infrastructure: Design and Build and Utility assets:
Own and Operate. Fulcrum's Infrastructure: Design and Build segment provides
utility infrastructure and connections services. Utility assets: Own and
Operate comprises both the ownership of gas, electrical and meter assets and
the safe and efficient conveyance of gas and electricity through its
transportation networks. Gas transportation services are provided under the
iGT licence granted from Ofgem in June 2007 and electricity services are
provided under the iDNO licence granted from Ofgem in November 2017.
The information provided to the Board includes management accounts comprising
operating result before exceptional items for each segment and other financial
and non-financial information used to manage the business on a consolidated
basis.
Year ended 31 March 2023 Year ended 31 March 2022
Infrastructure: Utility assets: Total Group Infrastructure: Utility assets: Total Group
Design and Own and £'000 Design and Own and £'000
Build Operate Build Operate
£'000 £'000 £'000 £'000
Reportable segment revenue 46,397 4,156 50,553 57,631 4,215 61,846
Adjusted EBITDA* (8,366) 2,175 (6,191) (1,557) 2,056 499
Other net gains 784 (779) 5 146 184 330
Share-based payment charge (53) - (53) (639) - (639)
Fair value gain on derivatives 2,047 - 2,047
Depreciation and amortisation (1,778) (810) (2,588) (2,606) (651) (3,257)
Reportable segment operating (loss)/profit before exceptional items (7,366) 586 (6,780) (4,656) 1,589 (3,067)
Cost of sales - exceptional items (1,589) (2,992) (4,581) (3,502) (1,920) (5,422)
Administrative expenses - exceptional items (13,233) - (13,233) (5,202) - (5,202)
Reporting segment operating loss (22,188) (2,406) (24,594) (13,360) (331) (13,691)
Net finance expense (952) (183) (1,135) (107) (389) (496)
Loss before tax (23,140) (2,589) (25,729) (13,467) (720) (14,187)
* Adjusted EBITDA is operating loss excluding the impact of exceptional
items, other net gains, fair value gain on derivatives, depreciation,
amortisation and equity-settled share-based payment charges. Full
reconciliation of Alternative Performance Measures (APMs) is provided in note
3.
The Group derives all of its revenue from the UK and all of the Group's
customers are based in the UK. The Group's revenue is derived from contracts
with customers.
3. Alternative Performance Measures
The Group uses Alternative Performance Measures (APMs), as listed below, to
present users of the accounts with a clear view of what the Group considers to
be the results of its underlying, sustainable business operations, thereby
enabling consistent year-on-year comparisons and making it easier for users of
the accounts to identify trends.
Alternative Performance Measure Definition
Adjusted EBITDA Operating loss excluding exceptional items, other net gains, fair value gain
on derivatives, amortisation and depreciation and equity-settled share-based
payments.
Adjusted loss before taxation Loss before taxation excluding amortisation of acquired intangibles, fair
value gain on derivatives and exceptional items included within cost of sales
and administrative expenses.
Net assets per share Net assets divided by the number of shares in issue at the financial reporting
date.
A reconciliation of these Alternative Performance Measures has been disclosed
in the tables below:
(a) Reconciliation of operating loss to "adjusted EBITDA"
31 March 31 March
2023 2022
£'000 £'000
Operating loss (24,594) (13,691)
Adjusted for:
Exceptional items within operating loss 17,814 10,624
Other net gains (5) (330)
Fair value gain on derivatives (2,047) -
Amortisation and depreciation 2,588 3,257
Equity-settled share-based payments 53 639
Adjusted EBITDA (6,191) 499
(b) Reconciliation of loss before tax to "adjusted loss before tax"
31 March 31 March
2023 2022
£'000 £'000
Loss before tax (25,729) (14,187)
Adjusted for:
Exceptional items included in cost of sales 4,581 5,422
Exceptional items included in administrative expenses 13,233 5,202
Fair value gain on derivatives (2,047) -
Amortisation of acquired intangibles 759 1,248
Adjusted loss before tax (9,203) (2,315)
(c) Net assets per share
31 March 31 March
2023 2022
£'000 £'000
Net assets at the end of the year 20,710 45,875
Issued shares at the end of the year 399,313 399,313
Net assets per share 5.2p 11.5p
4. Exceptional items
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Exceptional items included in cost of sales 4,581 5,422
Exceptional items included in administrative expenses 13,233 5,202
17,814 10,624
(a) Exceptional items included in cost of sales
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Fixed asset impairment 2,559 1,920
Onerous contracts (net of provisions released as per note 17) 2,022 3,502
4,581 5,422
Fixed asset impairment relates to the impairment of utility assets not
previously revalued upwards. Onerous contracts costs relate to forecast losses
(net of provisions released) to be incurred on several complex high voltage
infrastructure projects and losses incurred from 1 October 2022 and forecast
to be incurred in respect of a number of onerous infrastructure projects,
following a strategic review by the Board. See note 17 for further details.
(b) Exceptional items included in administrative expenses
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Restructuring costs 481 575
One-off legal and adviser costs 412 242
Intangible asset impairment 12,170 2,309
Onerous contracts 170 2,076
13,233 5,202
Restructuring costs relate to employee exit and severance costs. Intangible
asset impairment relates to the impairment of goodwill, brands and customer
relationships and software and development costs. Onerous contracts costs
relate to losses from the Group's smart meter exchange and management
contracts with energy suppliers.
Net cash outflows in the year ended 31 March 2023 for exceptional items in
cost of sales and administrative expenses were £2.5 million (2022: £1.6
million).
5. Other net gains
Included within other net gains are the following amounts:
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Loss on disposal of utility assets (817) (75)
Additional consideration receivable from utility asset sales in previous years 38 259
Enhanced payments received 784 146
5 330
Additional consideration receivable from utility asset sales in previous years
is amounts due to the Group for utility assets sold in previous years that
were non-metered when sold and became metered in the year ended 31 March 2023.
Enhanced payments are amounts receivable by the Group when the number of
domestic connections introduced by the Group to a third party reaches certain
pre-agreed thresholds.
The loss on disposal of utility assets represents the loss arising on sale of
certain of the Group's utility assets to a third party. The Group has entered
into an agreement with the third party to sell part of its utility assets
portfolio in structured tranches.
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Consideration - proceeds received 3,573 6,487
Consideration - retention receivable 144 201
Total consideration 3,717 6,688
Net book value of assets sold (including the effect of previous revaluations) (4,415) (6,580)
Legal and other costs relating to the transaction (111) (173)
Discounting of retention consideration due in more than one year (8) (10)
Loss on disposal of assets (817) (75)
Some of the disposed utility assets had previously been revalued in accordance
with the Group policy. Upon disposal, this gave rise to a transfer between the
revaluation reserve and retained earnings of £1,145,000 (2022: £1,445,000).
6. Operating loss
Included in operating loss are the following charges:
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Amortisation of intangible assets 799 1,425
Depreciation of property, plant and equipment 962 838
Depreciation of right-of-use asset 827 994
7. Taxation
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Current tax (422) (380)
Deferred tax (167) (385)
Total tax credit (589) (765)
At Budget 2020, the UK government announced that the corporation tax main rate
(for all profits except ring-fence profits) for the years starting 1 April
2021 and 2022 would be 19%. At Spring Budget 2021, the UK government announced
that the corporation tax main rate would rise to 25% for companies with
profits over £250,000 together with the introduction of a small profits rate
of 19% with effect from 1 April 2023. The increase in the tax rate to 25% is
considered to be substantively enacted, and accordingly the deferred tax
balances expected to unwind after 1 April 2023 have been calculated using the
25% tax rate.
The Group has £7.4 million (31 March 2022: £12.5 million) of tax losses for
which deferred tax assets of £1.9 million (31 March 2022: £3.1 million) have
been recognised. The deferred tax asset is expected to be recovered over five
years. The group also has unrecognised tax losses of £29.3 million (31 March
2022: £9.7 million) for which no deferred tax asset has been recognised as
there is insufficient certainty over whether those losses will reverse.
Reconciliation of effective tax rate
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Loss before taxation (25,729) (14,187)
Tax using the UK corporation tax rate of 19.0% (2022: 19.0%) 4,889 2,696
Non-taxable items (846) (501)
Effect of change in rate of corporation tax (75) 255
Tax deductions for share options (10) (121)
Adjustment to tax charge in respect of previous year's corporation tax 420 380
Adjustment to tax charge in respect of previous year's deferred tax 191 (382)
Utilisation of previously recognised losses (52) -
Recognition of losses arising in the period (503) -
Release of previously recognised losses (3,170) (1,262)
Chargeable gains arising (255) (300)
Total tax credit 589 765
Movement in deferred tax balances
31 March 2023 31 March 2022
Deferred Deferred Deferred Deferred
tax assets tax liabilities tax assets tax liabilities
£'000 £'000 £'000 £'000
At the beginning of the year 3,495 (5,994) 2,710 (4,511)
Recognised in profit or loss
Adjustment in respect of previous years 337 (146) (388) 6
Tax losses (utilised)/recognised 1,631 - 1,721 -
Effect of change in rate of corporation tax - (75) 831 (576)
Origination/reversal of other timing differences (70) 1,661 (117) 170
Reclassification between assets and liabilities (32) 32 - -
Release of previously recognised losses (3,170) - (1,262) -
Recognised in other comprehensive income
Effect of change in rate of corporation tax - - - (798)
Revaluation of property, plant and equipment - 644 - (285)
At the end of the year 2,191 (3,878) 3,495 (5,994)
8. Dividends
No dividends were paid in the year ended 31 March 2023 or 31 March 2022.
No interim dividends were declared and no final dividends are proposed
relating to the year ended 31 March 2023.
9. Earnings per share (EPS)
Basic earnings per share
The calculation of basic and diluted earnings per share has been based on the
following result attributable to ordinary shareholders and weighted average
number of ordinary shares outstanding:
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Loss for the year used for calculation of basic EPS (25,140) (13,422)
Exceptional items included in cost of sales 4,581 5,422
Exceptional items included in administrative expenses 13,233 5,202
Remove tax relief on exceptional items (3,385) (2,019)
Fair value gain on derivatives (2,047) -
Amortisation of acquired intangibles 759 1,248
Loss for the year used for calculation of adjusted EPS (11,999) (3,569)
Number of shares
31 March 31 March
2023 2022
Number Number
of shares of shares
('000) ('000)
Weighted average number of ordinary shares for the purpose of basic EPS 399,313 260,169
Effect of potentially dilutive ordinary shares 706 1,739
Weighted average number of ordinary shares for the purpose of diluted EPS 400,019 261,908
EPS
Basic (6.3)p (5.2)p
Diluted basic (6.3)p (5.1)p
Adjusted basic (3.0)p (1.4)p
Adjusted diluted basic (3.0)p (1.4)p
10. Property, plant and equipment
(a) Reconciliation of carrying amount
Utility Fixtures and Computer Total
assets fittings equipment £'000
£'000 £'000 £'000
Cost
At 31 March 2021 71,380 1,069 1,344 73,793
Externally acquired assets 2,677 22 220 2,919
Internally adopted assets 2,424 - - 2,424
Surplus arising on internally adopted assets 57 - - 57
Revaluation 4,252 - - 4,252
Disposals (6,663) - - (6,663)
At 31 March 2022 74,127 1,091 1,564 76,782
Externally acquired assets 2,464 68 54 2,586
Internally adopted assets 565 - - 565
Surplus arising on internally adopted assets 25 - - 25
Revaluation 2,594 - - 2,594
Disposals (4,443) - - (4,443)
At 31 March 2023 75,332 1,159 1,618 78,109
Accumulated depreciation
At 31 March 2021 (34,353) (856) (1,270) (36,479)
Depreciation charge for the year (613) (80) (145) (838)
Impairment from external revaluation (2,397) - - (2,397)
Disposals 83 - - 83
At 31 March 2022 (37,280) (936) (1,415) (39,631)
Depreciation charge for the year (784) (57) (121) (962)
Impairment from external revaluation (5,897) - - (5,897)
Disposals 28 - - 28
At 31 March 2023 (43,933) (993) (1,536) (46,462)
Net book value
At 31 March 2023 31,399 166 82 31,647
At 31 March 2022 36,847 155 149 37,151
At 31 March 2021 37,027 213 74 37,314
Utility assets include £1.1 million (2022: £0.4 million) of meter assets
valued at cost less depreciation to date.
Internally adopted assets are stated at the full cost of construction of £1.2
million (2022: £3.7 million) less the deficit arising on internally adopted
assets of £0.7 million (2022: £1.3 million).
Disposals include utility assets with a net book value of £4,415,000 that
were disposed of as part of Tranches 5 and 6 of the utility assets sale as
disclosed in note 5.
(b) Measurement of fair values
The fair value of utility assets was determined by external, independent
specialist valuers, having appropriate recognised professional qualifications
and experience in the assets being valued. The valuation established the fair
value of the assets at 31 March 2023. The key assumptions used in the
valuation model include current market prices, useful economic lives of the
assets and income generated by the assets discounted using a weighted average
cost of capital. The valuation technique used is classified as a Level 3 fair
value (based on unobservable inputs) under IFRS 13.
The value in use assessment is sensitive to changes in the key assumptions
used. Sensitivity analysis has been performed, with a 1% increase in the
discount rate leading to a £0.8 million increase in the net impairment charge
and a 1% reduction in the discount rate leading to a £0.9 million decrease in
the net impairment charge.
The utility assets are the only financial assets that are held at fair value
in the financial statements.
(c) Impairment loss
Following the valuation of the utility assets estate, a net impairment charge
of £3.3 million (2022: £1.9 million net revaluation gain) was recorded. A
revaluation gain of £2.6 million (2022: £4.3 million) was recognised in the
revaluation reserve, with an impairment of £3.3 million (2022: £0.5 million)
offset against the revaluation reserve and a £2.6 million impairment charge
(2022: £1.9 million) included within exceptional items in cost of sales in
the consolidated statement of comprehensive income.
11. Capital commitments
The Group has entered into contracts to purchase property, plant and equipment
in the form of utility assets from external parties. At 31 March 2023 the
balance was £3.8 million (2022: £5.5 million).
12. Intangible assets
Reconciliation of carrying amount Goodwill Brand and Software and Total
£'000 customer development £'000
relationships costs
£'000 £'000
Cost
At 31 March 2021 14,251 12,607 4,815 31,673
Additions - - 424 424
At 31 March 2022 14,251 12,607 5,239 32,097
Additions - - 406 406
At 31 March 2023 14,251 12,607 5,645 32,503
Accumulated amortisation and impairment
At 31 March 2021 (4,494) (4,492) (3,780) (12,766)
Amortisation for the year - (1,248) (177) (1,425)
Impairment (2,149) - (160) (2,309)
At 31 March 2022 (6,643) (5,740) (4,117) (16,500)
Amortisation for the year - (759) (40) (799)
Impairment (7,608) (4,255) (307) (12,170)
At 31 March 2023 (14,251) (10,754) (4,464) (29,469)
Net book value
At 31 March 2023 - 1,853 1,181 3,034
At 31 March 2022 7,608 6,867 1,122 15,597
At 31 March 2021 9,757 8,115 1,035 18,907
a) Amortisation
The amortisation of brand, customer relationships and software (including
development costs) is included in administrative expenses.
(b) Impairment testing
The Group tests goodwill annually for impairment or more frequently if there
are indications that goodwill may be impaired. The Group tests other
intangible assets for impairment when there is an indication that the assets
might be impaired.
Given a number of internal and external factors, management believes that
indications for possible impairment exist for the brands and customer
relationships. Accordingly, an impairment test has been carried out in
relation to both goodwill and the brands and customer relationships. Where an
impairment is indicated, goodwill would be impaired first, followed by the
brands and customer relationships on a pro-rata basis.
Goodwill and the brands and customer relationships are tested for impairment
by comparing the carrying amount of each CGU with the recoverable amount. The
recoverable amount is the higher of fair value less costs to sell and the
value in use.
Goodwill brought forward at the start of the year relates to the acquisition
of Fulcrum Group Holdings Limited on 8 July 2010 and the acquisition of The
Dunamis Group Limited on 5 February 2018. The carrying amount of the goodwill
is allocated across cash-generating units (CGUs). The goodwill held by the
Group relates to either the Fulcrum Infrastructure Services CGU or Dunamis,
which has two CGUs. The brands and customer relationships also relate to the
same CGUs.
In the impairment tests, the recoverable amounts are determined based on value
in use calculations which require assumptions. The fair value measurement was
categorised as a Level 3 fair value based on the inputs in the valuation
technique used.
The recoverable amounts of the CGUs have been determined from value in use
calculations which have been predicated on discounted cash flow projections
from financial plans approved by the Board. The values assigned to the key
assumptions represent management's assessment of future trends in the relevant
industries and have been based on historical data from both external and
internal sources, together with the Group's views on the future achievable
growth and the impact of committed cash flows. Cash flows beyond this are
extrapolated using the estimated long-term growth rates as summarised in the
following paragraph.
The pre-tax cash flows that these projections produced were discounted at
pre-tax discount rates based on the Group's beta adjusted cost of capital
reflecting management's assessment of specific risks related to each
cash-generating unit. Pre-tax discount rates of between 13% and 13.7% (2022:
between 8.1% and 9.8%) have been used in the impairment calculations which the
Directors believe fairly reflect the risks inherent in each of the CGUs. The
terminal cash flows are extrapolated in perpetuity using a growth rate of 2.0%
(2022: 2.0%). This is not considered to be higher than the long-term industry
growth rate.
Following the review, the carrying value of the intangible assets exceeded the
associated value in use for all of the CGUs. Consequently, an impairment of
£2.2 million was made to the carrying value of goodwill in the Fulcrum CGU,
and impairments of £5.4 million and £4.3 million were made to the carrying
values of goodwill and brands and customer relationships, respectively, in the
Dunamis CGUs.
A segment-level summary of the acquired intangible assets allocation is
presented below:
Fulcrum Dunamis Total
£'000 £'000 £'000
Goodwill - - -
Brands and customer relationships - 1,853 1,853
The value in use assessment is sensitive to changes in the key assumptions
used. Sensitivity analysis has been performed on the individual CGUs with a
1.0% increase in the discount rate and a 1.0% reduction in the long-term
growth rate.
Based on this analysis, the reasonably possible downside scenario to the
discount rate would increase the impairment by £0.2 million, and the change
to the long-term growth rate would increase the impairment by £0.2 million.
In addition to the above, an impairment charge of £0.3 million (2022: £0.2
million) has been recognised during the year ended 31 March 2023, for the
costs associated with a project no longer being implemented.
13. Leases
The Group has leases for land and buildings and plant and machinery. Leases
for land and buildings relate mainly to office properties and depots, whilst
the plant and machinery leases are predominantly motor vehicles. With the
exception of short-term leases and leases of low value underlying assets, each
lease is reflected on the balance sheet as a right-of-use asset and a lease
liability.
Leases of property range from a period of three to ten years, and leases of
motor vehicles are for three or four years. Lease payments are generally
fixed. The use of extension and termination options within leases gives the
Group flexibility and such options are exercised when they align with the
Group's strategy and where economic benefits of exercising such options exceed
the expected overall costs.
Right-of-use assets 31 March 31 March
2023 2022
£'000 £'000
Land and buildings 1,013 1,254
Plant and machinery 1,898 1,069
Total 2,911 2,323
Year ended Year ended
31 March 31 March
2023 2022
£'000 £'000
Additions to right-of-use assets 1,530 255
Additions to right-of-use assets include new leases and extensions to existing
lease agreements.
Depreciation on right-of-use assets Year ended Year ended 31 March
31 March 2022
2023 £'000
£'000
Land and buildings 286 291
Plant and machinery 541 703
Total 827 994
Land and buildings Plant and machinery
Maturity of lease liabilities 31 March 31 March 31 March 31 March
2023 2022 2023 2022
£'000 £'000 £'000 £'000
Less than one year 324 298 744 504
Between one and five years 862 1,123 1,229 605
In more than five years 106 145 - -
Total 1,292 1,566 1,973 1,109
Other impact on profit and loss Year ended Year ended 31 March
31 March 2022
2023 £'000
£'000
Finance costs on leases (193) (121)
Expense on short-term and low value leases (1,018) (490)
(Loss)/gain on lease modification (17) 16
Total (1,228) (595)
Cash flows in respect of leases Year ended Year ended 31 March
31 March 2022
2023 £'000
£'000
IFRS 16 - principal payments (812) (1,022)
IFRS 16 - interest payments (193) (121)
Cash outflows relating to short-term and low value leases (1,018) (490)
Proceeds (paid)/received on disposal of leased vehicle (31) 19
Total (2,054) (1,614)
During the year ended 31 March 2023, the Group disposed of a leased vehicle
for a termination fee of £31,000. This resulted in a loss on lease
modification in the statement of comprehensive income of £17,000. During the
year ended 31 March 2022, the Group disposed of a leased vehicle for proceeds
of £19,000. This resulted in a gain on lease modification in the statement of
comprehensive income of £16,000.
14. Share capital
31 March 31 March
2023 2022
£'000 £'000
Authorised
500,000,000 ordinary shares of £0.001 each 500 500
Allotted, issued and fully paid
399,313,458 (2022: 399,313,458) ordinary shares of £0.001 each 399 399
Ordinary shareholders are entitled to dividends as declared. During the year
ended 31 March 2023, no new ordinary shares were issued (2022: 177,195,513 new
ordinary shares were issued which had a nominal value of £0.001 each and were
issued at £0.12 each).
15. Interest-bearing loans and borrowings
On 1 December 2020, the Group entered into a two year Revolving Credit
Facility agreement with Lloyds Banking Group for £10 million. This facility
supported the financing, construction and acquisition of pipeline assets.
During the year ended 31 March 2023 this facility reached maturity without
renewal. No drawn downs or repayments were made by the Group during the year
ended 31 March 2023 (2022: net repayment of £5.7 million).
Changes in liabilities arising from financing activities
31 March 31 March
2023 2022
£'000 £'000
At the beginning of the year (94) 5,483
Repaid in year - (10,950)
New borrowings - 5,250
Capitalised borrowing fees - (11)
Amortisation of capitalised borrowing fees 94 134
At the end of the year - (94)
As a result of the facility reaching maturity during the year with no renewal,
no borrowings are outstanding as at 31 March 2023 (2022: £nil). At 31 March
2022, as there were no borrowings outstanding, the capitalised borrowing fees
of £94,000 were included within trade and other receivables. During the year
ended 31 March 2023, all remaining capitalised borrowing fees at 31 March 2022
were amortised.
The Group has complied with the financial covenants (asset cover, leverage and
EBITDA covenants) relating to the above facilities.
16. Reconciliation to net (debt)/cash
31 March 31 March
2023 2022
£'000 £'000
Cash and cash equivalents 3,370 11,176
Borrowings in respect of convertible debt facility designated as embedded (6,000) -
derivative (note 18)
Net (debt)/cash (2,630) 11,176
17. Provisions
Provision for costs to settle ongoing legal claims Provision for onerous contracts
£'000 £'000
Other provisions
£'000
Total
At 31 March 2021 54 - - 54
Provision released during the year (54) - - (54)
Provision created during the year - 5,578 121 5,699
Provision utilised during the year - (1,368) - (1,368)
At 31 March 2022 - 4,210 121 4,331
Provision created during the year - 3,283 - 3,283
Provision released during the year - (1,091) (121) (1,212)
Provision utilised during the year - (4,646) - (4,646)
At 31 March 2023 - 1,756 - 1,756
The provision for onerous contracts relates to future losses expected to be
incurred on contracts deemed to be onerous. The amount and timing of the
outflows related to these provisions are uncertain, but a reliable estimate
has been made.
Of the £1,756,000 provision for onerous contracts, £430,000 (2022:
£1,296,000) is expected to be settled in more than 12 months.
18. Derivatives
On 5 December 2022, the Group announced it had entered into an arrangement
(the "Facility Agreement") in respect of funding of up to £6 million by way
of a convertible loan, to be drawn down in tranches as required. The
outstanding loan balance, inclusive of all interest and non-utilisation fees,
is repayable on or before 1 November 2023, or can be converted into ordinary
shares of Fulcrum Utility Services Limited (the "Company"), at the discretion
of the lenders, from 1 April 2023. The conversion price will be the lower of
the volume weighted average market value of the Company's ordinary shares in
the 5 trading days immediately preceding the date of the conversion notice, or
0.5p per ordinary share. Security has also been provided to the lenders by way
of a fixed charge over the share capital of all subsidiaries within the Group.
The conversion feature of the loan is an embedded derivative under IAS 32 and
has therefore been accounted for as such under IFRS 9. Under IFRS 9, the
conversion feature is recognised on the balance sheet as a derivative at fair
value through profit and loss.
The fair value of the convertible feature was determined by external,
independent specialist valuers, having appropriate recognised professional
qualifications and experience in the liability being valued. A Monte Carlo
model was used by the external, independent specialist valuers to determine
the fair value of the convertible feature of the loan. The key assumptions
used in the valuation model include current market prices and risk free rates,
dividend yield and share price volatility. The valuation technique is
classified as a Level 2 fair value (based on observable inputs) under IFRS 13.
At 31 March 2023, the full £6 million made available in the Facility
Agreement had been drawn down.
31 March 31 March
2023 2022
£'000 £'000
Borrowings received in respect of convertible debt facility (6,000) -
Accrued interest charge and non-utilisation fee (240) -
Fair value gain on revaluation of derivatives 2,047 -
Fair value of derivative liability (4,193) -
Impact on profit and loss Year ended Year ended 31 March
31 March 2022
2023 £'000
£'000
Fair value gain on revaluation of derivatives 2,047 -
Transaction costs (535) -
Interest charge (178) -
Non-utilisation fee (62) -
Total 1,272 -
19. Related parties
The Group has related party relationships with its subsidiaries, Directors and
key management personnel. Details of the remuneration, share options and
pension entitlement of the Directors and key management personnel are included
in the Remuneration Report of the Annual Report and Accounts.
In the year, sales totalling £1,429,368 (2022: £1,148,332) were made by the
Group to companies in which key management personnel held significant
interests, of which £311,730 (2022: £165,851) was still outstanding at the
year end.
In the year, purchases totalling £1,011,814 (2022: £776,946) were made by
the Group from companies in which key management personnel held significant
interests, of which £282,683 (2022: £nil) was still outstanding at the year
end. The purchases were for seconded staff, professional fees, subcontracted
services and fuel cards used in the ordinary course of business.
During the year ended 31 March 2023, Fulcrum Utility Services Limited entered
into the Facility Agreement with Bayford & Co Ltd ("Bayford") and Harwood
Capital Management Limited Group ("Harwood"), through which Bayford and
Harwood would make available funding of up to £6 million by way of a
convertible loan, to be drawn down in tranches by the Group as required.
Bayford and Harwood are substantial shareholders in the Group, and are each
represented on the Group's board of directors. At 31 March 2023, the full £6
million made available in the Facility Agreement had been drawn down and
remained outstanding, as well as £0.2 million of accrued interest and
non-utilisation fees.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SFLFWAEDSEEARecent news on Fulcrum Utility Services
See all newsREG - FTSE Russell Fulcrum Utility Srvc - Fulcrum Utility Services
AnnouncementREG - Fulcrum Utility Srvc - Result of AGM
AnnouncementREG - Fulcrum Utility Srvc - Result of General Meeting
AnnouncementREG - Fulcrum Utility Srvc - Notice of GM
AnnouncementREG - Fulcrum Utility Srvc - Final Results
Announcement