RNS Number : 4633K
Inspired PLC
02 September 2021
2 September 2021
Inspired PLC
("Inspired" or the "Group")
Results for the six months ended 30 June 2021
Inspired (AIM: INSE), a leading technology enabled service provider supporting businesses in their drive to net zero, controlling energy costs and managing their response to climate change, announces its consolidated, unaudited half year results for the six-month period ended 30 June 2021.
Financial Results
H1 2021
H1 2020
% change
*Restated
Revenue
£32.62m
£24.94m
31%
Gross profit
£24.09m
£20.27m
19%
Adjusted EBITDA**
£8.82m
£7.64m
15%
Adjusted profit before tax***
£6.00m
£5.08m
18%
Profit before tax
£0.94m
£0.95m
-1%
Adjusted Diluted EPS****
0.53p
0.66p
-20%
Diluted Basic EPS
0.07p
0.14p
-50%
Net Debt
£30.17m
£33.68m
-10%
Order book
£69.0m
£61.5m
12%
Interim dividend per share
0.12p
0.10p
20%
• Half year revenue of £32.6 million, up 31% against 2020 (H1 2020: £24.9 million), achieving organic growth of 19% (H1 2020: -5%) as the Group's customers, markets and economic activity continues to recover.
• Industrial and commercial energy consumption levels in H1 were in line with expectations, being 13% below 2019 levels in Q1 and 9% below in Q2, with H2 consumption to date reflecting the continuing economic recovery from the pandemic.
• Despite continued lockdown disruption, Optimisation Services has shown a strong rebound in performance with revenue growth of 59% in H1 2021.
• Group adjusted EBITDA increased 15%, to £8.8 million (H1 2020: £7.6 million).
• The order book as at 30 June 2021 increased 12% to £69.0 million (H1 2020: £61.5 million).
• Net debt of £30.2 million (2020: £33.7 million), a reduction of 10%.
• Underlying cash generated from continuing operations (excluding the impact of deal fees, restructuring costs and repayment of Q2 2020 VAT deferrals) of £1.08 million (H1 2020: £7.21 million) includes:
- £5.3 million increase in trade receivables in the period, the majority of which relates to delayed payments from a small number of significant optimisation customers, predominantly in the public sector. Management fully expect to recover the balance during H2 2021.
- Increase in accrued income on optimisation projects of £0.8 million due to timing, with projects restarting and progressed during Q2 2021, with the relevant project invoices raised subsequent to the half-year period end.
- Management expect cash conversion ratios in FY2021 onwards to remain consistent with the levels seen in FY2020.
• Interim dividend of 0.12 pence per share (H1 2020: 0.10 pence) in line with the Group's dividend policy.
Operational and acquisition highlights
• Name change to Inspired PLC, reflecting the transition of the business to a technology enabled, ESG service provider, supporting clients to manage their response to climate change and deliver net zero carbon.
• Structured across three divisions and four reporting segments, all underpinned by long term structural growth drivers:
- Inspired Energy - Energy Solutions (comprising two reporting segments, Energy Assurance Services and Energy Optimisation Services)
- Inspired Software - Software Solutions
- Inspired ESG - ESG Solutions
• Completed the acquisitions of Businesswise Solutions Limited ("Businesswise") and General Energy Management Limited ("GEM") in March 2021.
Board changes
· Richard Logan appointed Non-Executive Chairman (previously an Independent Non-Executive Director) with Mike Fletcher retiring from the position of Non-Executive Chairman after more than nine years on the Board.
· Sangita Shah and Dianne Walker appointed to the Board as Independent Non-Executive Directors post period end, bringing a wealth of experience, complementing the skill sets of the existing Non-Executives, Sarah Flannigan and Richard Logan.
Current trading and outlook
The Group made further strategic progress during the first half of the year, with a strengthened platform capable of generating long term growth as its markets continue to recover from the period of reduced energy consumption during the pandemic
Trading in the year to date in the core Energy Assurance Services business remains in line with management's expectations and is consistent with the Group's energy consumption assumptions.
The Group's Energy Optimisation Services business began to recover in the second quarter after significant disruption was caused by further lockdowns implemented in Q1, resulting in an overall performance for the half year that was in line with management's expectations. Demand for optimisation services is continuing to recover in H2 2021 as clients' attention turns to the reopening of premises.
Software Solutions and the recently launched ESG Solutions divisions continue to gain traction. The increasing focus of investors and businesses on Net Zero Carbon targets, combined with mandatory requirements for businesses to make ESG disclosures from 2022, provides a favourable backdrop to the strategy for the Inspired ESG division.
Whilst uncertainties relating to the global pandemic remain and should not be discounted, the Board continues to be excited and confident in the longer-term prospects of the Group, underpinned by the secular trend towards greater ESG focus and sustainable energy usage. The Board remains confident of achieving current market expectations, assuming no further significant Covid-19 disruption.
Commenting on the results, Mark Dickinson, CEO of Inspired, said: "The rebound in the first half results in 2021 reflects the continuing recovery in energy consumption, along with a return to being able to access client premises to deliver energy optimisation services."
"We are pleased by the current execution of the business plans within the Software Solutions and ESG Solutions divisions, which, although at an early stage, are developing strongly and we expect further progress during 2022.
"As we have transitioned from Inspired Energy PLC to Inspired PLC, we are well positioned to evolve our purpose as we help our clients respond to Climate Change whilst controlling their costs. Our objective is to evolve into the leading provider of services to help businesses to respond to climate change and meet their net zero targets."
* The H1 2020 income statement and cash flow statement have been restated to reflect the impact of treating the SME Division as a discontinued operation.
**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 3)
****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 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 David Ison Molly Gretton
+44 (0) 7525 324431 Inspired@almapr.co.uk
Chairman's Statement
I'm delighted to report that in my first statement as Chairman that your Board is pleased with the strategic progress delivered during a period in which our customers' businesses, and the economy more broadly, continued to recover. Whilst the financial performance of the Group for H1 2021 continued to be impacted by the legacy challenges caused by the pandemic, as conditions normalise, the Group's underlying performance will continue to strengthen.
Board changes
On 1 July 2021, I was pleased to assume the role of Non-Executive Chairman having served as the senior independent Non-Executive Director of the Group since 2017, succeeding our retiring Chairman Mike Fletcher who had been a member of the Board since the Group's IPO.. On behalf of the Board and all at Inspired, I wish to thank Mike for his invaluable contribution throughout his time on the Board.
Subsequent to the period end, the Board has been strengthened and I am delighted to welcome Sangita Shah, who will chair the Remuneration Committee, and Dianne Walker, who will chair the Audit and Risk Committee, to the Board as independent Non-Executive Directors with effect from 1 July 2021 and 4 August 2021 respectively. Both bring a wealth of varied and extensive experience complementing the skill sets of our existing Board members.
The Board now consists of two Executive Directors supported by a Non-Executive Chairman and three independent Non-Executive Directors, representing a broader mix of skills and diversity to align with the Group's evolving strategy.
Acquisitions and equity fundraising
In March 2021, the Board was delighted to conclude the acquisitions of Businesswise and GEM, which are highly complementary additions to the Group. The £35m fundraising completed in July 2020 provided greater capacity and flexibility with which to capitalise on acquisition opportunities, which were carefully structured in light of the economic uncertainty. Both acquisitions completed in the period increase our market share for Energy Assurance services, broaden our customer base and significantly increase our units of opportunity.
We are pleased to welcome the Businesswise and GEM teams to the Group.
Dividend
Since its IPO in 2011, Inspired 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, which were re-established with a 2020 interim dividend of 0.10 pence declared in September 2020 and a final 2020 dividend of 0.12 pence proposed in March 2021. The Board remains confident in the Group's prospects and is therefore declaring an interim dividend of 0.12 pence (2020: 0.10 pence). The dividend aligns with the Board's stated policy of a dividend cover of at least 3x earnings, with the objective of delivering progressive dividend growth over time.
The interim dividend will be paid on 8 December 2021 to all shareholders on the register at close of business on 15 October 2021. The shares will be marked ex-dividend on 14 October 2021.
Staff
On behalf of the Board, I would like to thank our employees who continue to overcome the challenges that we have faced in what was an unprecedented time. Their health and wellbeing remains our priority. During this challenging time, we have continued to invest in our valued team and the business and are well positioned for growth as we emerge from the pandemic.
Richard Logan
Chairman
1 September 2021
CEO's Statement
I am pleased to report on the Group's results for H1 2021 as we look to cement our position as the leading independent provider of technology enabled services to help businesses respond to climate change.
The first half of 2021 has seen a notable upturn in performance of the Inspired Energy Solutions Division in Q2, with the easing of lockdown restrictions that had continued to impact the first quarter, and continued acquisition activity following the completion of two transactions.
Proportionate recovery
The recovery in Group performance is correlated with the easing of restrictions relating to the global COVID-19 pandemic. Q1 saw restrictions remaining in place for longer than expected which had a significant impact on the delivery of Energy Optimisation Services, but otherwise the rate of recovery has been as expected and we remain confident of meeting our full year market expectations.
M&A execution
The completion of the acquisitions of Businesswise and GEM in Q1 2021 saw the conclusion of our accelerated M&A process for Energy Assurance Businesses from our fundraising in 2020.
The Group has completed the integration of GEM into our core Inspired Energy brand and the focus is now on providing additional services to the GEM client base. Businesswise is being operated as a challenger brand catering for clients who prefer a more boutique service and is performing in line with our first-year expectations. The introduction of Businesswise has allowed us to complete the integration of E&CM (acquired via the acquisition of Inprova Finance Limited in Dec 2018) and to realise the final identified synergies through the restructuring of that business.
We continue to build and appraise our M&A pipeline with a particular focus on adding further acquisitions to the Energy Optimisation Services and Software Solutions divisions.
Energy Solutions Division
Energy Assurance Services
The Energy Assurance business continues to recover in line with the general economy and is the cornerstone of the business both in terms of heritage and scale. Record high energy prices have led to delays in some contract renewals and a shortening of duration when renewals are secured. Despite an absolute increase in the order book due to the contribution of the acquired order books in the period, high energy prices has led to a contraction of the underlying order book in H1 2021, and is likely to continue into H2. This is an expected cyclical impact when energy prices are high, which we do not expect to impact revenues.
Energy Optimisation Services (Net Zero Carbon Solutions)
Our Energy Optimisation Services business was significantly disrupted in Q1 2021 as the exit from lockdown was delayed. However, we experienced a recovery in Q2 2021 and optimisation services are expected, on a blended basis, to perform in line with full year expectations.
The increasing focus of investors and businesses on Net Zero Carbon is creating significant demand for our optimisation services which in turn provides a significant and sustainable growth opportunity as operating conditions normalise. In addition, Energy Optimisation Services provides a balancing diversification of risk in relation to the rising energy prices that create an element of inertia in the Energy Assurance Services business as return on capital for projects improves as energy prices rise.
Software Solutions Division
Our Software Solutions Division creates the proprietary software used by the Group to underpin its technology enabled services, as well as by third parties under a SaaS model. Currently the software is supporting the following user base:
Account Type
Number of companies
CARO Users
Unify Users
TPIs
58
10,719
1,649
Private Sector
18
1,219
-
Central Government
1
-
-
Education
38
1,068
-
Health
23
87
-
Local Authorities
119
14,172
-
Police and Fire
7
49
-
Other
1
-
-
Total
265
27,314
1,649
CARO is the combined result of the STC and Systemslink acquisitions creating proprietary software that allows the collection, analysis, reporting and optimisation (CARO) of energy and sustainability data. Unify is the applications platform which allows CARO to be combined with latest solutions and developments created by the division.
Providing software to c.50% of the public sector, a significant growth opportunity exists to evolve the installed user base to the Unify Platform. However, the primary growth opportunity for this division is the ability to provide valuable data-led services to a growing number of successful energy advisors whilst generating recurring SaaS revenues. In the first half of 2021 the number of TPIs that use the platform increased from 50 to 58.
ESG Solutions Division
During the first half of 2021 we reclassified some of the Energy Optimisation Services Division activities that are more directly focussed on ESG reporting into a new standalone ESG Solutions business. This has led to a much cleaner organisational structure and focus on solutions for the client.
In addition to providing services to existing clients, we have found that our ESG offering has resulted in winning new clients, with four public companies signed up since the start of the year, representing a diverse range of sectors.
The ESG Solutions Division is benefiting from the regulatory tail winds resulting from the increased mandatory disclosure obligations.
Outlook
The second half of the year to date has continued in line with management expectations. Whilst we need to remain cognisant of the risks posed by a potential resurgence in the global pandemic, under current market conditions we remain confident of meeting market expectations for the year.
On behalf of the Board, I would like to thank our staff, customers and wider stakeholders for their continued support.
Mark Dickinson
Chief Executive Officer
1 September 2021
CFO's Statement
H1 2021 has been a period in which we have seen a 31% increase in revenue and 15% increase in Adjusted EBITDA, as we continue to see energy consumption and economic activity recover from the challenges presented by the pandemic. Following the significant impact of the COVID-19 pandemic in the first half of 2020, Group organic revenues showed a strong recovery in 2021, increasing 19% (H1 2020: -5%) partly driven by a recovery in energy consumption by our assurance customers and, as anticipated, the resumption of optimisation projects in Q2 2021.
Divisional Performance
Energy Solutions Division
The Energy Solutions Division comprises of Energy Assurance Services and Energy Optimisation Services.
2021 trading to date in the Energy Assurance Services business remains in line with management's expectations and consistent with the Group's energy consumption assumptions, being approximately 13% below 2019 levels in Q1, and 9% below 2019 levels in Q2.
Energy Assurance Services generated 55% of Group revenues in H1 2021 (H1 2020: 62%) being £17.9 million (H1 2020: £15.4 million) an increase of 16%. Energy Assurance Services contributed adjusted EBITDA of £8.3 million, an increase of 6% (H1 2020: £7.8 million). In normal market conditions and post full integration of acquisitions, management's view is that the division will generate EBITDA margins of c.50%.
The Group's Energy Optimisation Services (part of the Energy Solutions Division) business was more significantly disrupted in Q1, as a result of further lockdowns. Q2 2021 has seen demand for optimisation services beginning to recover with the blended performance in H1 2021 in line with management's expectations. Demand for optimisation services is continuing to recover in H2 2021 as clients' attention turns to the reopening of their premises.
Energy Optimisation Services generated 40% of Group revenues in H1 2021 (H1 2020: 33%) being £13.2 million (H1 2020: £8.3 million) an increase of 59%. Energy Optimisation Services contributed adjusted EBITDA of £1.5 million (H1 2020: £0.4 million), with H1 2020 margins being heavily impacted by the lockdowns in Q2 2020, following a strong start in Q1 2020. Despite the disruption to the division, we have continued to invest in the talent within the Optimisation Services team to accelerate the growth of the division as the economy recovers.
The Energy Optimisation Services EBITDA margins have also continued to recover in H1 2021. Once operating at full capacity, management's view is that the division will generate EBITDA margins of 20-25%.
Software Solutions Division
The Group's Software Solutions Division revenues grew by 15% to of £1.2 million (H1 2020: £1.0 million) generating Adjusted EBITDA of £1.0 million (H1 2020: £0.8 million), with the division generating a strong sustainable EBITDA margin in excess of 80%.
ESG Solutions Division
The ESG Solutions division revenues relate to the provision of sustainability related services, including Streamlined Energy and Carbon Reporting (SECR), Energy Savings Opportunity Scheme (ESOS) and Task Force on Climate-Related Financial Disclosures (TCFD). We remain encouraged by the prospects of the Group's recently launched ESG Disclosure product. The increasing requirements of Corporate Businesses to make mandatory ESG disclosures in 2022 provides a favourable back drop to our strategy for the ESG Solutions Division and we will continue our organic entry into this market.
Order Book
The Corporate Order Book as at 30 June 2021 increased 12% year on year to £69.0 million (H1 2020: £61.5 million). The Corporate Order Book as at 31 December 2020 was £63.0 million, increasing further to £73.0 million following the acquisition of Businesswise Solutions and GEM in March 2021. Although Group revenues and profits are not directly impacted by changes in energy commodity prices, as expected, the timing at which assurance customers contract, and the duration of those contracts, can be affected. Market conditions, including record high commodity prices in H1 2021, have led to customers delaying renewals of supply contracts, which is predominantly the point at which assurance customers contract with the Group. Management believes this is a point of timing, not contraction of demand, with customer retention remaining strong during the period.
As expected, PLC costs were £2.0 million (H1 2020: £1.5 million), in line with H2 2020 run rate resulting in an overall adjusted EBITDA for the period of £8.8 million (H1 2020: £7.6 million). After deducting charges for depreciation, amortisation of internally generated intangible assets and finance expenditure the adjusted profit before tax for the year £6.0 million (H1 2020: £5.1 million).
A full reconciliation of the Group's adjusted profit before tax to its reported profit before tax is included at note 3. 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
Underlying cash generated from continuing operations (excluding the impact of deal fees, restructuring costs and repayment of Q2 2020 VAT deferrals) of £1.08 million (H1 2020: £7.21 million). Cash conversion was materially impacted in the period by a £5.3 million increase in trade receivables in the period from delayed payment by a small number of significant optimisation invoices, predominantly from customers in the public sector.
Furthermore, H1 2021 saw an increase in accrued income on Optimisation projects of £0.8m due to timing, with projects restarting and progressing during Q2 2021, with the relevant project invoices raised subsequent to the period end.
H1 2021 cash conversion was also impacted by the repayment of £0.6 million of deferred VAT from Q2 2020. This compares to a £2.7 million cash flow benefit received in H1 2020 comparative as a result of the deferral of PAYE and NIC (£1.7 million) and VAT (£1.0 million), plus the benefit received in H1 2020 from short term cash flow management measures taken at the onset of the pandemic.
Management expect cash conversion ratios in FY2021 and beyond to remain consistent with the levels seen in FY2020.
We received contingent consideration from the disposal of the SME division in December 2020 of £0.7m in the period.
Exceptional costs
Exceptional costs of £2.0 million (H1 2020: £0.3 million) were incurred in the period, which £0.8 million of deal fees associated with acquisitions completed in the period.
Restructuring costs of £0.2 million have been incurred in the year, which includes termination payments from the restructuring of the acquisitions completed in the previous periods.
Furthermore, a £0.9 million loss (equating purely to the unwinding of discounting) from changes in the fair value of contingent consideration (H1 2020: £0.1 million) 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
As at 30 June 2021, the Group's net debt was £30.2 million. In addition to cash and cash equivalents of £15.6 million on hand, as at 30 June 2021, approximately £14.0 million of the Group's £60.0 million Revolving Credit Facility is undrawn with an additional £25.0 million accordion option available, subject to covenant compliance.
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.
Dividend
The Board announced the reinstatement of dividend payments with a 2020 interim dividend of 0.10 pence declared in September 2020 and a final 2020 dividend of 0.12 pence declared in March 2021 subsequent to the pandemic bringing a temporary halt to dividend payments.
It follows that the Board is pleased to announce an interim dividend of 0.12 pence per share (2020: 0.10 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 8 December 2021 to all shareholders on the register on 15 October 2021 and the shares will go ex-dividend on 14 October 2021.
In summary
The strategic and financial initiatives delivered in the period, ensure the Group is well placed to endure the continued 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 as the economic recovery continues.
Paul Connor
Chief Financial Officer
1 September 2021
Group Statement of Comprehensive Income
For the six months ended 30 June 2021
Note
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited & restated) £000
Year ended 31 December 2020 (audited) £000
Revenue
32,616
24,942
46,110
Cost of sales
(8,525)
(4,670)
(7,210)
Gross profit
24,091
20,272
38,900
Administrative expenses
(22,562)
(18,021)
(40,723)
Operating profit/(loss)
1,529
2,251
(1,823)
Analysed as:
Earnings before exceptional costs, depreciation, amortisation and share-based payment costs
8,819
7,644
12,767
Fees associated with acquisition
(803)
(159)
(1,366)
Restructuring costs
(238)
(73)
(990)
Change in fair value of contingent consideration
(938)
(90)
(1,157)
Depreciation
(937)
(858)
(1,173)
Amortisation of acquired intangible assets
(2,741)
(2,571)
(6,038)
Amortisation of internally generated intangible assets
(1,069)
(762)
(2,268)
Share-based payment costs
(564)
(880)
(1,598)
1,529
2,251
(1,823)
Finance expenditure
(644)
(1,299)
(2,678)
Other financial items
50
-
(35)
Profit/(loss) before income tax
935
952
(4,536)
Income tax (expense)/credit
(178)
(209)
251
Profit/(loss) for the period from continuing operations
757
743
(4,285)
Profit/(loss) for the period from discontinued operations
-
365
(6,740)
Profit/(loss) for the period
757
1,108
(11,025)
Attributable to:
Non-controlling interest
-
1,025
1,448
Equity owners of the company
757
83
(12,473)
Other comprehensive income:
Exchange differences on translation of foreign operations
(760)
966
364
Total other comprehensive (expense)/income for the year
(760)
966
364
Total comprehensive (expense)/income for the year
(3)
2,074
(10,661)
Total comprehensive (expense)/income from continuing operations
(3)
1,709
(3,921)
Total comprehensive income/(expense) from discontinued operations
-
365
(6,740)
Attributable to:
Non-controlling interest
-
1,025
1,448
Equity owners of the company
(3)
1,049
(12,109)
Note
Diluted earnings per share attributable to the equity holders of the Company (pence)
3
0.07
0.14
(1.34)
Adjusted diluted earnings per share attributable to the equity holders of the Company (pence)
3
0.53
0.66
0.70
Group Statement of Financial Position
At 30 June 2021
Note
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited) £000
Year ended 31 December 2020 (audited) £000
ASSETS
Non-current assets
Investments
898
897
898
Goodwill
6
73,730
52,559
63,776
Other intangible assets
6
18,027
17,454
16,351
Property, plant and equipment
4
2,357
3,398
2,322
Right of use assets
5
3,142
3,651
2,593
98,154
77,959
85,940
Current assets
Trade and other receivables
7
26,981
30,225
18,960
Deferred contingent consideration
6,217
-
6,925
Cash and cash equivalents
15,565
11,759
26,884
48,763
41,984
52,769
Total assets
146,917
119,943
138,709
LIABILITIES
Current liabilities
Trade and other payables
8
7,948
12,388
8,230
Lease liabilities
527
1,294
992
Current tax liability
2,497
2,615
2,456
Contingent consideration
7,551
1,470
7,741
18,523
17,767
19,419
Non-current liabilities
Bank borrowings
45,730
45,439
45,730
Lease liabilities
2,207
2,123
1,679
Contingent consideration
11,005
264
4,198
Deferred tax liability
2,032
2,040
1,278
Interest rate swap
80
156
130
61,054
50,022
53,015
Total liabilities
79,577
67,789
72,434
Net assets
67,340
52,154
66,275
EQUITY
Share capital
1,216
898
1,202
Share premium account
67,490
37,422
67,000
Merger relief reserve
20,995
15,535
20,995
Retained earnings
(9,661)
6,802
(10,418)
Share based payments reserves
5,913
4,403
5,349
Investment on own shares
(6,742)
(6,742)
(6,742)
Translation reserve
(488)
873
272
Reverse acquisition reserve
(11,383)
(11,383)
(11,383)
Equity attributable to shareholders
67,340
47,808
66,275
Non-controlling interest
-
4,346
-
Total equity
67,340
52,154
66,275
Group Statement of Cash Flows
For the six months ended 30 June 2021
Note
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited & restated) £000
Year ended 31 December 2020 (audited) £000
Cash flows from operating activities
Profit/(loss) before income tax
935
1,317
(11,276)
Adjustments
Depreciation
937
880
1,173
Amortisation
3,810
3,339
8,306
Share based payment costs
564
880
1,598
Loss for the year from discontinued operations
-
(365)
6,740
Finance expenditure
594
1,300
2,678
Exchange rate variances
(377)
(206)
(323)
Other financial items
938
90
1,157
Cash flows before changes in working capital
7,401
7,235
10,053
Movement in working capital (Increase)/decrease in inventories
(254)
242
(43)
(Increase) / decrease in trade and other receivables
(6,490)
(910)
154
(Decrease)/increase in trade and other payables
(1,165)
3,109
(925)
Dividends declared to NCI
-
-
(900)
Cash generated from operations
(508)
9,676
8,339
Income taxes paid
(313)
(1,304)
(2,222)
Net cash flows from operating activities
(821)
8,372
6,117
Cash flows from investing activities
Purchase of property, plant and equipment
(393)
(1,063)
(1,925)
Payments to acquire intangible assets
(2,242)
(1,533)
(3,716)
Contingent consideration paid
(600)
(3,250)
(3,800)
Contingent consideration received
708
-
-
Provision of working capital facility to discontinued operation
(300)
-
(250)
Acquisition of subsidiary, net of cash
(6,530)
(120)
(5,866)
Net cash flows from investing activities
(9,357)
(5,966)
(15,557)
Cash flows from financing activities
New bank loans
-
7,000
7,000
Finance expenses
(764)
(982)
(2,273)
Repayment of lease liabilities
(825)
(305)
(918)
Proceeds from issue of new shares
504
6
29,848
Dividends paid to NCI
-
(1,650)
(1,650)
Dividends paid
-
-
(924)
Net cash flows from financing activities
(1,085)
4,069
31,083
Net (decrease)/increase in cash and cash equivalents
(11,263)
6,475
21,643
Cash and cash equivalents brought forward
26,884
5,241
5,241
Exchange differences on cash and cash equivalents
(56)
43
-
Cash and cash equivalents carried forward
15,565
11,759
26,884
Group Statement of Changes in Equity
For the six months ended 30 June 2021
Share capital £000
Share premium account £000
Merger relief reserve £000
Share-based payment reserve £000
Retained earnings £000
Investment in own shares £000
Translation reserve £000
Reverse acquisition reserve £000
Non-controlling interest £000
Total shareholders' equity £000
Balance at 1 January 2020
892
37,422
15,535
3,523
6,719
(6,742)
(92)
(11,383)
13,465
59,339
(Loss)/profit for the period
-
-
-
-
(12,473)
-
-
-
1,448
(11,025)
Other comprehensive income
-
-
-
-
-
-
364
-
-
364
Total comprehensive income for the period
-
-
-
-
(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
-
-
-
-
(3,740)
-
-
-
(14,163)
(17,903)
Disposal of subsidiary undertaking
-
-
-
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
Profit for the period
-
-
-
-
757
-
-
-
-
757
Other comprehensive income
-
-
-
-
-
-
(760)
-
-
(760)
Total comprehensive income for the period
-
-
-
-
757
-
(760)
-
-
(3)
Share-based payment cost
-
-
-
564
-
-
-
-
-
564
Shares issued (8 April 2021)
13
376
-
-
-
-
-
-
-
389
Shares issued (22 June 2021)
1
114
-
-
-
-
-
-
-
115
Total transactions with owners
14
490
-
564
757
-
(760)
-
-
1,065
Balance at 30 June 2021
1,216
67,490
20,995
5,913
(9,661)
(6,742)
(488)
(11,383)
-
67,340
1. Accounting Policies
Basis of preparation
The financial information set out in this announcement does not constitute the statutory accounts of the Group for the period ended 30 June 2021. Whilst the financial information included in this interim announcement has been computed in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS). They have been prepared on an accrual basis and under the historical cost convention except for certain financial instruments measured at fair value. This announcement in itself does not contain sufficient information to comply with IFRS.
Details of the accounting policies are those set out in the annual report for the year ended 31 December 2020. The accounting policies in this announcement are consistent with those set out in the annual report for the year ended 31 December 2020.
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. In previous years we reported under 2 operating segments, Corporate and SME. Following the decision to dispose of the SME Division, the Group has been restructured into 4 reporting segments, namely Assurance, Optimisation, Software and ESG. The H1 2020 comparatives have been restated to remove the SME segment and to report the previous periods figures under the revised segmental structure.
Six months ended 30 June 2021
Six months ended 30 June 2020 (restated)
Assurance £000
Optimisation £000
Software £000
ESG £000
PLC £000
Total £000
Assurance £000
Optimisation £000
Software £000
ESG £000
PLC £000
Total £000
Revenue
17,877
13,174
1,179
386
-
32,616
15,397
8,292
1,024
229
-
24,942
Cost of sales
(1,298)
(7,195)
(32)
-
-
(8,525)
(643)
(4,014)
(13)
-
-
(4,670)
Gross profit
16,579
5,979
1,147
386
-
24,091
14,754
4,278
1,011
229
-
20,272
Overheads
(8,467)
(4,495)
(173)
(360)
(4,320)
(17,815)
(6,977)
(3,841)
(176)
(171)
(2,665)
(13,830)
EBITDA
8,112
1,484
974
26
(4,320)
6,276
7,777
437
835
58
(2,665)
6,442
Analysed as:
Adjusted EBITDA
8,321
1,484
974
26
(1,986)
8,819
7,838
450
835
58
(1,537)
7,644
Share-based payments
-
-
-
-
(564)
(564)
-
-
-
-
(880)
(880)
Exceptional costs
(209)
-
-
-
(1,770)
(1,979)
(61)
(13)
-
-
(248)
(322)
8,112
1,484
974
26
(4,320)
6,276
7,777
437
835
58
(2,665)
6,442
Depreciation
(937)
(858)
Amortisation
(3,810)
(3,333)
Finance expenditure
(644)
(1,299)
Other financial items
50
-
Profit before income tax
935
952
3. Earnings Per Share
The earnings per share is based on the net profit for the period attributable to ordinary equity holders divided by the weighted average number of ordinary shares outstanding during the period.
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited) £000
Year ended 31 December 2020 (audited) £000
Profit/(loss) attributable to equity holders of the Group
757
1,108
(11,025)
Loss on disposal of subsidiary entities
-
-
6,740
Amortisation of acquired intangible assets
2,741
2,571
6,038
Deferred tax in respect of amortisation
(465)
(282)
(1,025)
Changes in fair value of contingent consideration
938
90
1,157
Foreign exchange variation
(224)
353
253
Fees associated with acquisition
803
159
1,366
Share-based payments costs
564
880
1,598
Restructuring costs
238
73
990
Covenant reset arrangement fee/accelerated write off of capitalised debt facility arrangement fees upon refinancing
-
110
-
Adjusted profit attributable to equity holders of the Group
5,352
5,062
6,092
Weighted average number of ordinary shares in issue (000)
966,784
714,562
824,647
Dilutive effect of share options (000)
44,674
51,810
49,107
Diluted weighted average number of ordinary shares in issue (000)
1,011,458
766,372
873,754
Basic earnings per share (pence)
0.08
0.15
(1.34)
Diluted earnings per share (pence)
0.07
0.14
(1.34)
Adjusted basic earnings per share (pence)
0.55
0.71
0.74
Adjusted diluted earnings per share (pence)
0.53
0.66
0.70
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited) £000
Year ended 31 December 2020 (audited) £000
Profit/(loss) attributable to equity holders of the Group
757
1,108
(11,025)
(Profit)/loss from discontinued operations
-
(365)
6,740
Underlying profit/(loss) from continuing operations attributable to equity holders of the Group
757
743
(4,285)
Weighted average number of ordinary shares in issue (000)
966,784
714,562
824,647
Dilutive effect of share options (000)
44,674
51,810
49,107
Diluted weighted average number of ordinary shares in issue (000)
1,011,458
766,372
873,754
Basic earnings per share from continuing operations (pence)
0.08
0.10
(0.52)
Diluted earnings per share from continuing operations (pence)
0.07
0.10
(0.52)
The weighted average number of shares in issue for the adjusted diluted earnings per share include the dilutive effect of the share options in issue to senior staff of Inspired.
Adjusted earnings per share represents the earnings per share, as adjusted to remove the effect of the fees associated with acquisition, amortisation of intangible assets (excluding amortisation related to computer software and customer databases), share-based payments and exceptional items which have been expensed to the income statement in the period. Adjusted profit before tax is calculated as follows:
Six months ended 30 June 2021 (unaudited) £000
Six months ended 30 June 2020 (unaudited & restated) £000
Year ended 31 December 2020 (audited) £000
Profit/(loss) before tax
935
952
(4,536)
Share-based payments costs
564
880
1,598
Amortisation of acquired intangible assets
2,741
2,571
6,038
Foreign exchange variation
(224)
353
253
Exceptional costs:
Fees associated with acquisition
803
159
1,366
Restructuring costs
238
73
990
Change in fair value of contingent consideration
938
90
1,157
Adjusted profit before tax
5,995
5,078
6,866
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.
4. Property, plant and equipment
Fixtures and fittings £000
Motor vehicles £000
Computer equipment £000
Leasehold improvements £000
Total £000
Cost
As at 1 January 2020
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 variations
-
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
Additions
2
-
418
-
420
Disposals
-
-
(27)
-
(27)
At 30 June 2021
939
158
2,803
592
4,492
Depreciation
As at 1 January 2020
617
60
1,097
256
2,030
Charge for the year
221
21
75
254
571
Charge 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
Charge for the period
59
1
242
56
358
At 30 June 2021
802
71
880
382
2,135
Net Book Value
At 30 June 2021
137
87
1,923
210
2,357
At 31 December 2020
194
88
1,774
266
2,322
5. Right of use assets
Fixtures and fittings £000
Motor vehicles £000
Property £000
Total £000
Cost
As at 1 January 2020
472
319
3,869
4,660
Acquisitions through business combinations
-
-
156
156
Remeasurement of Finance lease
-
-
(347)
(347)
Asset 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
Acquisitions through business combinations
-
5
114
119
Additions
-
105
919
1,024
Disposals
-
(72)
(49)
(121)
At 30 June 2021
490
352
4,310
5,152
Depreciation
As at 1 January 2020
69
103
778
950
Charge for the year
69
125
788
982
Asset transferred to disposal group
-
(56)
-
(56)
Disposals
-
(86)
(253)
(339)
At 31 December 2020
138
86
1,313
1,537
Charge for the period
38
67
474
579
Disposals
-
(57)
(49)
(106)
At 30 June 2021
176
96
1,738
2,010
Net Book Value
At 30 June 2021
314
256
2,572
3,142
At 31 December 2020
352
228
2,013
2,593
6. Intangible assets and goodwill
Computer software £000
Trade name £000
Customer databases £000
Customer contracts £000
Customer relationships £000
Tangible other intangibles £000
Goodwill £000
Total £000
Cost
At 1 January 2020
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
Additions
2,305
46
-
-
-
2,351
-
2,351
Acquisitions through business combinations
9
-
-
3,490
-
3,499
10,057
13,556
Disposals
(110)
-
-
-
-
(110)
-
(110)
Foreign exchange variance
-
-
-
(254)
-
(254)
(103)
(357)
At 30 June 2021
18,519
161
-
21,312
7,511
47,503
73,730
121,233
Amortisation
As at 1 January 2020
5,983
24
1,571
9,560
2,410
19,548
-
19,548
Charge for the period
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
Charge for the year
1,258
4
-
2,141
408
3,811
-
3,811
Disposals
(1)
-
-
-
-
(1)
-
(1)
At 30 June 2021
10,086
34
-
15,723
3,633
29,476
-
29,476
Net Book Value
At 30 June 2021
8,433
127
-
5,589
3,878
18,027
73,730
91,757
At 31 December 2020
7,486
85
-
4,494
4,286
16,351
63,776
80,127
Computer software is a combination of assets internally generated and assets acquired through business combinations. Amortisation charged in the period to 30 June 2021 associated with computer software acquired through business combinations is £190,000. The additional £1,068,000 charged in the period relates to the amortisation of internally generated computer software.
7. Trade and other receivables
30 June 2021
30 June 2020
31 December 2020
£000
£000
£000
Trade receivables
12,282
7,651
6,995
Other receivables
1,179
1,635
416
Prepayments
3,620
2,648
2,764
Accrued income
9,900
18,291
8,785
26,981
30,225
18,960
8. Trade and other payables
30 June 2021
30 June 2020
31 December 2020
£000
£000
£000
Trade payables
2,317
1,206
1,943
Social security and other taxes
2,626
5,739
4,162
Accruals
1,674
1,947
866
Deferred income
559
2,935
745
Other payables
772
561
514
7,948
12,388
8,230
9. Availability of this announcement
This announcement together with the financial statements herein and a presentation in respect of the interim financial results are available on the Group's website, www.inspiredplc.co.uk
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IR EAXNFEAXFEFA
