REG - Inspired PLC - Results for the six months ended 30 June 2023
11/09/2023 07:00
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RNS Number : 9369L Inspired PLC 11 September 2023
11 September 2023
Inspired PLC
("Inspired" or the "Group")
Results for the six months ended 30 June 2023
Solid financial and operational progress with strong momentum in Optimisation
and ESG Divisions providing confidence in full year market expectations
Inspired (AIM: INSE), a leading technology enabled service provider supporting
businesses in their drive to reduce energy consumption, deliver net-zero,
control energy costs and manage their response to climate change, announces
its consolidated, unaudited half-year results for the six-months ended 30 June
2023.
Financial Results
H1 2023 H1 2022 % change
Revenue £44.63m £40.45m 10%
Gross profit £30.99m £26.81m 16%
Adjusted EBITDA* £10.57m £9.67m 9%
Adjusted profit before tax** £6.24m £6.47m (4%)
Underlying cash generated from operations*** £3.40m £5.77m (41%)
Profit before tax £0.19m £2.43m (92%)
Adjusted diluted EPS**** † 4.84p 5.47p (12%)
Net debt (£49.10m) (£42.94m) (14%)
Interim dividend per share † 1.40p 1.30p 8%
Highlights
· Each of the Group's four divisions traded well, with the Group delivering
organic revenue growth of 10% in H1 2023.
· Adjusted EBITDA grew by 9% in H1 2023, with Group margins remaining stable and
in line with expectations at 24% (H1 2022: 24%).
· Adjusted profit before tax was £6.2m (H1 2022: £6.5m), with growth in
Adjusted EBITDA offset by increased finance costs reflecting the higher levels
of debt over the period, and increased interest rates.
· Underlying cash generation from operations (excluding non-recurring fees
associated with restructuring costs) was £3.4m; a reflection of the timing
and profile of the optimisation service projects in H1 2023. The Group
generated a further £4.7m of cash from operations in July, or £8.1m across
the seven-month period to 31 July 2023 and is confident in achieving a cash
conversion ratio in excess of 80% for FY23.
· During the period the Group paid £8.6m in performance fees, relating to the
achievement of earnout targets by prior acquisitions.
· Net debt has increased in line with management's expectations at 30 June 2023,
driven by performance related payments in relation to acquisitions, plus the
timing and profile of optimisation projects in the period, and is expected to
decrease by the year end and be in line with expectations.
· The interim dividend has increased to 1.40p,(H1 2022: 1.30p), reflecting the
Board's continued confidence in the Group's prospects.
Operational and Strategic Highlights
Strong performance across all four divisions, underpinned by long term
structural growth drivers:
Assurance Services
· Revenues were in line with H1 2022 levels and, the Group continued to see good
momentum in new business generation. Retention rates are continuing their
recovery, following an increase in client churn in FY 2022 as a result of the
unprecedented conditions in UK energy markets, and we expect the division to
return to growth in FY24.
· Margins are in line with expectations with an anticipated increase in
overheads to maintain the highest service quality standards for Inspired's
clients whilst supporting them in managing energy costs.
ESG Services
· ESG Services continue to gain significant market traction as the Group
leverages its expanded service offering to meet clients growing demand.
· Revenues increased 98% to £2.4m (H1 2022: £1.2m) and represent 500% growth
in the two years since inception in H1 2021, with significant further
potential ahead.
· ESG Services not only offer an opportunity to increase the lifetime value of
the existing client base but has also brought new clients to the Group
including YouGov plc, Empiric Student Property plc, Acteon Group Limited,
Optimas OE Solutions Limited, FW Thorpe plc, and Dyer Engineering Ltd.
Optimisation Services
· Revenues grew 14% to £22.4m (H1 2022: £19.6m), as the division continues to
benefit from cross selling and a strong step up in demand, with clients
focussing on the beneficial impacts of energy reduction and delivering
net-zero.
· Largest revenue contributor to the Group, delivering c.40% of the divisions
expected 2023 gross profits in H1 and management expects the division to
deliver c.60% in H2 2023.
· As a reflection of the growth trajectory, project activity increased
throughout H1 and post period end. The timing and profile of the optimisation
service projects commencing and concluding in H1 2023 impacted the Group's
underlying cash generated from operations over the period with substantial
cash subsequently generated post period end as the associated working capital
unwound. Optimisation Services are a key component in increasing the
lifetime value of Inspired's clients. The repeat demand for solutions to
deliver net-zero and reduce costs is significant as clients respond to the
macro themes of ESG and climate change. This offers the opportunity to drive
significant absolute EBITDA growth for the Group over the long term.
Software Services
· Performed well delivering 24% increase in revenues to £1.5m (H1 2022:
£1.2m), driven by new client acquisition and an increase in revenue generated
from existing customers, as the Group continues to add additional modules to
its existing platform.
· Software is rapidly becoming the market leading technology platform with
strong growth potential supported by the Group's proprietary software
platform: 'Unify'.
Current trading and outlook
· The over-arching business necessity for energy efficiency initiatives should
support continued strong demand for the value added by Optimisation Services
in H2.
· ESG Services is expected to maintain its strong momentum in H2.
· Managing energy costs and ESG have become firmly embedded as operationally and
commercially critical for Inspired's clients, creating sustained and
increasing demand for Inspired's differentiated products and services in the
long-term.
· Given this half-year performance and current trading, the Board remains
confident in delivering market consensus for the full year 2023.
Commenting on the results, Mark Dickinson, CEO of Inspired, said: "We are
pleased to have delivered solid financial and operational progress during H1.
The elevated volatility in the energy market has made energy procurement
challenging for customers, and our staff have gone above and beyond during
this time to support them. We have been delighted by the momentum achieved in
the Optimisation and ESG divisions in particular, as these offerings become
ever more relevant to our customers in the current climate.
"Whilst the economic backdrop continues to present risks, our solid first-half
performance, strong market position and unique ability to support customers
across a wide offering, provide us with confidence for H2 and beyond."
An overview video of the results, by CEO Mark Dickinson, is available to watch
here: https://bit.ly/INSE_H123_overview (https://bit.ly/INSE_H123_overview)
Note
*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 adjusted profit before tax to
reported profit before tax can be found in note 4)
***Underlying cash generated from operations is cash generated from
operations, as adjusted to remove the impact of restructuring costs and fees
associated with acquisitions.
****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).
†All per-share figures have been adjusted to reflect the 10:1 share
consolidation undertaken on 3 July 2023.
For further information, please contact:
Inspired PLC www.inspiredplc.co.uk (http://www.inspiredplc.co.uk)
Mark Dickinson, Chief Executive Officer +44 (0) 1772 689 250
Paul Connor, Chief Financial Officer
David Cockshott, Chief Commercial Officer
Shore Capital (Nomad and Joint Broker) +44 (0) 20 7408 4090
Patrick Castle
James Thomas
Rachel Goldstein
Liberum (Joint Broker) +44 (0) 20 3100 2000
Edward Mansfield
Satbir Kler
Alma PR +44 (0) 20 3405 0205
Justine James +44 (0) 7525 324431
Hannah Campbell Inspired@almapr.co.uk (mailto:Inspired@almapr.co.uk)
Will Ellis Hancock
Chair's Statement
Inspired continues to take every opportunity to help customers mitigate the
cost of energy and manage their energy consumption and carbon emissions during
these challenging times.
The Group made good progress in the first half of the financial year, with the
momentum continuing into H2. As a result, the Board is pleased to report
robust results for the period ended 30 June 2023.
Deed of Variation - Ignite Energy LTD ("Ignite")
As we announced on 22 May 2023, the Group entered into a deed of variation to
the share purchase agreement dated 9 July 2020 between the Company and vendors
of Ignite Energy LTD ("Ignite Vendors"). The Optimisation Division delivered
significant growth in FY22 and H1 2023, driven by an increase in demand as the
ongoing energy crisis sharpened clients' focus on the economics of investment
in energy reductions, combined with the drive for delivering net-zero. With
national COVID-19 restrictions behind us, we are now able to deliver on-site
services once again undisrupted, a material factor which is driving strong
demand for our Optimisation Services the Deed of Variation will incentivise
the Ignite Vendors to deliver substantial long term for Inspired in a manner
that is entirely self-funding.
Dividend
Since 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.
Accordingly, the Board is pleased to announce an interim dividend of 1.4 pence
per share (H1 2022:1.3 pence), with the H1 2022 figure adjusted to reflect
the 10:1 share consolidation undertaken on 3 July 2023. 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 2023 to all shareholders on
the register at close of business on 13 October 2023. The shares will be
marked ex-dividend on 12 October 2023.
Our People
On behalf of the Board, I would like to thank our colleagues, who continue to
work tirelessly to support our customers through the challenges of these
unprecedented times. We continue to invest in our valued team and the
business. The Group's priority remains to help customers mitigate the rising
cost of energy, manage their energy consumption and continue to reduce carbon
emissions.
Richard Logan
Chair
10 September 2023
Chief Executive Officer's Statement
The first half of 2023 has been another period of strong progress for
Inspired, delivering revenue growth of 10% to £44.6m and Adjusted EBITDA
growth of 9% to £10.6m reflecting the increasing demand for our
differentiated solutions, and in particular optimisation services, as
businesses need to manage their energy costs and commence on their journeys to
net-zero.
The unprecedented conditions in the UK energy markets during 2022 sharpened
our clients' focus on ensuring they have invested effectively in carbon and
energy reduction; as a consequence, managing energy costs and making ESG
disclosures are now firmly embedded as operationally and commercially critical
for most businesses. Supporting our customers is paramount to the whole team
and Inspired's solid performance in the period, positions us well to continue
supporting our customers and address their growing needs.
Each of the four divisions performed well, with Optimisation and ESG
delivering particularly strong revenue growth. Optimisation continues to
deliver organic growth from cross selling and a strong step up in in new
customer demand, with clients focussing on the beneficial impacts of energy
reduction and delivering net-zero. ESG has performed exceptionally well,
increasing the lifetime value of existing clients and adding new clients to
the Group providing incremental cross sell opportunities. Assurance continues
to see momentum in new business generation, with client churn reducing and
retention rates recovering. Software continues to deliver growth, rapidly
becoming the market leading technology platform with strong client wins from
competing technologies in the first half of the year as well as underpinning
the Group's broader service delivery.
Whilst mindful of the challenges posed by the macro-economic environment, and
in particular the impact on the Assurance Services division, we still expect
to deliver double digit organic growth this year across the Group which is
testament to the success of our diversification strategy to become a full
suite sustainability services provider and underpins the Board's confidence in
the continued success of Inspired in the long-term.
Strategy
FY22 saw the completion of the Group's initial five-year strategy to
transition into a full suite sustainability services provider. We have
created a business that has fully diversified from being solely an energy
broker with low single digit organic revenue growth, to a business with a
double-digit organic growth engine capable of delivering our ambition to
double Adjusted EBITDA organically by FY27.
Our strategy for the next five years to deliver on the client life-time value
opportunity, the intrinsic value of which has already firmly been embedded in
the portfolio, can be summarised as:
1. Deliver the market opportunity afforded by the three primary macro themes of
Energy crisis defence, ESG and transition to net-zero;
2. Deliver a technology enabled service utilising our proprietary software
platform that becomes industry standard;
3. Evolve trusted adviser C-Suite relationships with clients by assuring their
energy costs and managing their energy crisis defence through our Assurance
division;
4. Enhance C-Suite relationships with clients by managing their ESG disclosures
and designing their net-zero strategies through our ESG Services division; and
5. Implement the solutions that remove the actual carbon emissions and reduce the
energy consumption across our customers' portfolios to enable them to actually
deliver net-zero through our Optimisations Services division increasing their
client lifetime value.
The Group has made good progress executing this strategy in H1 adding new
clients for Assurance Services and ESG Services and cross selling services to
clients. Of particular note:
1. ESOS Phase 3 (the Energy Savings Opportunity Scheme) is a mandatory ESG
disclosure and the number of clients taking this service has increased by over
50% during the period
2. During FY22 our Optimisation Services teams were active on 1,000 client sites
and this year we are currently on a run rate to be on site with 1,500 clients
for FY23
3. Software Services delivered additional Optimisation and ESG services provided
by the Group to its intermediary customers.
Assurance Services
Our Assurance Services division is a leader in helping businesses manage their
energy costs and the risks of the energy markets, the importance of which has
never been greater.
To do this effectively and take advantage of opportunities to reduce costs as
they occur, thousands of pieces of data need to be processed every month,
which is made possible by our proprietary software platform: 'Unify'. Once
this data is collected and audited, it provides the detail required to
identify and deliver effective carbon action programmes and opportunities to
implement Optimisation Services.
The Group guided to low single digit revenue growth and a circa 40% Adjusted
EBITDA margin for FY23 for the division reflecting the full year impact of
client churn and increased costs to maintain service levels arising from the
energy crisis. The division is performing as we expected in FY23 with a return
to growth expected in FY24.
The Group has posted a record level of new client wins for the period
including Central England Co-operative Limited, Focus Hotels Management
Limited, and Rontec Roadside Retail Limited. New client wins have been driven
by a flight to quality as businesses look for differentiated solutions from a
full suite sustainability services provider to help them navigate through the
energy crisis. We are also pleased to report that we expect retention levels
to return to pre-energy crisis by FY24.
For H2 2023 the Group remains focussed on ensuring that Assurance Services
continues to evolve to keep pace with the increasing challenges faced by
clients and adding new clients to the Group.
ESG Services
The ESG Services division supports businesses with the production of their ESG
disclosures to meet their regulatory obligations and determining strategies to
deliver the ESG impacts clients' wish to make.
Once a business has a robust process for making consistent disclosures, its
board has the information it needs to make more effective decisions and the
data required to formulate a carbon action programme and deliver any necessary
Optimisation Services.
The division has delivered 98% organic growth compared to H1 2022 and is
expected to deliver a positive Adjusted EBITDA contribution in FY23 only two
years since its inception as a boot strap market entrant.
We are delighted by the performance of the ESG Services division which added a
number of clients to the Group in H1 2023 including YouGov plc, Empiric
Student Property plc, Acteon Group Limited, Optimas OE Solutions Limited, FW
Thorpe plc, and Dyer Engineering Ltd. These client wins also provide a further
opportunity to develop the Group's revenues through cross selling the Group's
product suite into the client.
As we look towards H2 2023 we see strong momentum leading management to expect
organic growth of c.90% for FY23 for this division.
Importantly the ESG macro environment continues to develop strongly with the
anticipated introduction of the Corporate Sustainability Reporting Directive
('CSRD') set to encompass 50,000 European businesses under the umbrella of
mandatory sustainability reporting compared to 1,800 in the UK.
Optimisation Services
Once clients have benefitted from the Group's Assurance Services to manage the
price of their energy and are reporting their ESG disclosures effectively,
their attention quickly turns to how they can reduce energy and carbon
emissions.
The cornerstone of Assurance and ESG Services is data management through the
data provided at the meter point, and this data allows the Group to help
clients identify opportunities to reduce carbon emissions and energy
consumption, delivering their response to climate change and further reducing
their energy costs. It is the cross selling of Optimisation Services to
Assurance Services and ESG Services' customers which provides the Group with
the opportunity to remove carbon from the environment and allow clients drive
material progress in the transition to net-zero; providing a key competitive
advantage to the Group.
H1 2023 has seen 14% organic growth from the Optimisation Services division
with sales pipelines for Optimisation Services on client sites reaching record
levels and the division is expected to deliver in excess of 30% organic growth
by the end of FY23. We have seen an increased interest for supporting clients
with the provision of environmental certificates which help them attain carbon
neutrality as they continue on their journey to deliver net-zero carbon.
Unlike the other divisions, Optimisation Services revenue is project driven
and consequently, revenue, profits and operating cash conversion are impacted
by the timing of project work over the year and, as we observed last year, we
expect higher revenues in H2 than we experienced in H1 2023.
We continue to see strong momentum in demand for optimisation projects and
solutions for clients with pipelines for the rest of FY23 and FY24 at record
levels and more than capable of supporting double digit growth expectations.
The Board is cognisant that there are elements outside of the Group's control
with respect to the macro-environment and the timing of individual companies'
decisions to deploy capital on projects, which can lead to variations in the
timing of revenue, gross margin and cash conversion but the Board remains
confident in meeting expectations for the division for FY23.
Software Services
Assurance, Optimisation and ESG Services require significant management and
processing of unstructured data which underpins our service delivery. The
technology enablement of these solutions is provided by 'Unify' our
proprietary software platform which has been significantly developed over
recent years and provides a market leading platform.
Software Services delivered 22% organic growth in H1 2023 compared to H1 2022
whilst maintaining significant margins, increasing expenditure from existing
clients by 18% and introducing ten new TPIs and 5 direct clients to the Group.
We continue to develop incremental functionality to the platform and expect to
deliver organic growth in excess of 20% for the full year FY23.
Acquisitions
Since IPO the Group has successfully completed 21 acquisitions adding £44.8m
revenue and £14.4m of Adjusted EBITDA. Prior to 2017 the strategic focus of
the Group was scale through consolidation, and nine Assurance Services
acquisitions were completed in five years which added £12.4m of Assurance
Services revenue and £5.6m Adjusted EBITDA. This strategy has allowed the
Group to transform from a subscale business into a platform business. However,
this single service business strategy delivered relatively low organic growth
with exposure to macro risks, such as COVID-19.
From 2017 to 2022 the Group completed 12 further acquisitions, including
Ignite under a self-funding structure, adding £15.6m of Assurance Services
revenue and £5.7m Adjusted EBITDA, £15.5m of Optimisation Services revenue
and £2.6m Adjusted EBITDA and £1.3m of Software Services revenue and £0.5m
Adjusted EBITDA. These acquisitions accelerated the diversification of the
Group into a full suite sustainability services provider capable of delivering
double digit organic growth whilst reducing the Groups exposure to macro
risks.
The Groups acquisition strategy has created a player of scale in the Assurance
Services market, with a full suite of sustainability services, capable of
delivering double digit organic growth with the ambition to double Adjusted
EBITDA organically by the end of FY27.
After a slow down over the past few years impacted by the energy crisis and
challenges of COVID-19, M&A activity in the sector is now resuming. The
Board continues to monitor opportunities which can enhance the Group
performance and shareholder returns in the long-term, in line with the Group's
five-year strategy.
Inspired's own ESG and people
As a service provider helping businesses deliver market leading ESG
disclosures, it is important that the Group is at the forefront of ESG
performance. During H1 2023 the Group made the following progress with
respect its ESG targets:
· We accelerated our emissions reduction targets and Inspired will now be
net-zero for scope 1 & 2 by 2030 from our 2019 baseline year.
· We submitted our Scope 1, 2 and 3 targets to SBTi for validation.
· We have enhanced our supplier engagement with our top 5 suppliers and selected
3 products to carry out life cycle assessment.
· We commenced the development of our STEM scholarship programme.
Strategic priorities and outlook
Managing energy costs and ESG have now become firmly embedded as operationally
and commercially critical for most businesses. This is creating sustained and
increasing demand for Inspired's differentiated products and services as a
full-service provider.
The Group's objective is to deliver double digit Adjusted EBITDA growth for
FY23 and double Adjusted EBITDA organically by FY27 and the Board is pleased
to confirm that, with our performance in H1 2023 and having started H2 2023
well, we are on track to achieve our objectives and deliver in line with
market consensus for the year.
Mark Dickinson
Chief Executive Officer
10 September 2023
Chief Financial Officer's Statement
We are pleased to report strong financial results for the six months period
ended 30 June 2023; we have remained agile and alert to the challenging
environment in which we operate whilst making clear strategic progress.
In H1 2023 the Group achieved 10% organic revenue growth at £44.6m (H1 2022:
£40.5m). Group Adjusted EBITDA increased by 9% to £10.6m (H1 2022: £9.7m).
Group margins remained stable and in-line with expectations at 24% (H1 2022:
24%) with the lower margin within Assurance Services offset by margin
improvement in Optimisation Services.
Divisional performance
Assurance Services
Whilst continuing to face volatility in UK energy markets, the Group's
Assurance Services delivered revenues in line with expectations. The division
continued to see momentum in new business generation and recovery in retention
rates after the increase in client churn experienced in FY22 as a result of
the unprecedented conditions in UK energy markets. Margins were in line with
expectations, with an anticipated increase in overheads, to maintain the
highest service quality standards for our clients, whilst supporting them in
managing their energy costs.
Assurance Services generated 41% of total Group revenues in H1 2023 (H1 2022:
45%), being £18.4m (H1 2022: £18.4m).
Assurance Services continues to be a significant contributor to the Group,
representing 55% of Group Adjusted EBITDA, prior to accounting for PLC costs,
and contributed Adjusted EBITDA of £7.7m (H1 2022: £8.3m), a reduction of
7%. The Assurance Services adjusted EBITDA percentage margin was 42% (H1 2022:
45%). We retain our objective to provide a first-class level of service to our
Assurance clients, which we believe is essential to retain our market
leadership position in Assurance Services and to generate client lifetime
value for the Group.
ESG Services
ESG Services generated revenues of £2.4m (H1 2022: £1.2m), delivering 98%
growth organically, reflective of the demand and growing market for these
services. ESG Services was break even for the period as the Group continues to
invest to scale up the division in response to the substantial market
opportunity.
The increasing focus of investors and businesses on net-zero targets, combined
with mandatory requirements for businesses to make ESG disclosures from 2022,
provides a favourable backdrop for the ESG Services division.
Optimisation Services
The ongoing energy crisis has significantly sharpened clients' focus on the
economics of investment in energy reductions. Combined with the drive for
delivering net-zero, this has translated into a significant step up in demand
and activity for the Optimisation Services division.
Optimisation Services generated 50% of Group revenues in H1 2023 (H1 2022:
49%), amounting to £22.4m (H1 2022: £19.6m), an increase of 14%, all of
which was organic. Optimisation Services contributed Adjusted EBITDA of £5.1m
(H1 2022: £3.1m), an increase of 68% and a resulting improvement in Adjusted
EBITDA margin to 23% (H1 2022: 16%).
Demand for Optimisation Services continues to increase, with strong underlying
drivers, including the drive to net-zero and the need to manage high commodity
prices. As the division continues to represent a growing proportion of Group
revenues, Group margins will reflect the change in business mix in the future.
Software Services
Software Services continues to develop well, with revenues growing by 22% to
£1.5m (H1 2022: £1.2m) and Adjusted EBITDA of £1.0m (H1 2022: £0.9m)
reflecting momentum in client acquisition activity and an increase in revenue
generated from existing clients. The division produced an Adjusted EBITDA
margin of 70% in line with FY2022 (H1 2022: 74%).
Group results
PLC costs were £3.3m (H1 2022: £2.7m) in line with expectations, the
increase over the prior period reflecting the investment made in FY 22 into
central functions including Marketing, Finance and HR, to support the
acceleration in growth.
Overall, the Group generated Adjusted EBITDA of £10.6m in H1 2023 (H1 2022:
£9.7m). In percentage terms the Adjusted EBITDA margin was stable in line
with expectations at 24% (H1 2022: 24%). After deducting charges for
depreciation, amortisation of internally generated intangible assets and
finance expenditure, the adjusted profit before tax for the half-year was
£6.2m (H1 2022: £6.5m). The increase in Adjusted EBITDA was offset by an
increase in finance costs, due to a combination of the company carrying a
higher level of debt over the period and increased interest rates.
Under IFRS measures, the Group reported a profit before tax for the half-year
of £0.2m (H1 2022: £2.4m), with the reduction in reported profit before tax
being primarily driven by increased charges for changes in the fair value of
contingent consideration. Other items contributing to the reduction in the
adjusted profit before tax include the amortisation of intangible assets as a
result of acquisitions, share-based payment charges and restructuring costs,
all of which have reduced from H1 2022.
A reconciliation of reported profit/(loss) before tax to adjusted profit
before tax is set out below:
Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022
£000 £000 (audited)
£000
Profit/(loss) before tax 190 2,429 (3,957)
Share-based payments costs 521 715 1,732
Amortisation of acquired intangible assets 1,178 1,359 2,687
Foreign exchange variation 6 263 508
Exceptional costs:
Fees associated with acquisition 8 144 523
Restructuring costs 451 615 1,574
Exceptional finance costs 120 - -
Change in fair value of contingent consideration 3,764 943 10,936
Adjusted profit before tax 6,238 6,468 14,003
Alternative performance measures
Acquisition activity can significantly distort underlying financial
performance from IFRS measures. The Board therefore considers it appropriate
to report adjusted metrics, as well as IFRS measures, for the benefit of
primary users of the Group's financial statements. Reconciliations to adjusted
profit before tax and adjusted fully diluted EPS can be found in note 4.
Exceptional costs
Exceptional costs of £0.5m (H1 2022: £0.8m) incurred in the period related
to restructuring programmes associated with the integration of businesses
acquired prior to 2022, reducing significantly from the prior year.
Change in fair value of contingent consideration
The fair value of contingent consideration at the balance sheet date is a
judgement of the contingent consideration which will become payable based on a
weighted average range of performance outcomes of the acquired business during
an earn out period, which is subsequently discounted for the time value of
money and risk.
The Group reported a £0.2m pre-tax profit (H1 2022: £2.4m) in the period, of
which £3.8m (H1 2022: £0.9m) related to the increase in the liability for
contingent consideration payable, of which £0.7m (H2 2022: £0.9 m) related
to the unwinding of discount rate, and £3.1m in respect of Ignite Energy LTD
and Businesswise Solutions Limited performing at the higher end of the range
of possible performance outcomes. The changes in the fair value of contingent
consideration was treated as exceptional.
Exceptional costs, amortisation and impairment of internally generated
intangible assets, share based payment charges and changes in fair value of
contingent consideration are considered by the Directors to be material in
nature and non-recurring; they, therefore, merit separate identification to
give a true and fair view of the Group's result for the period.
Cash and Working Capital
Group cash generated from operations in H1 2023 was £3.0m (H1 2022: £5.0m),
impacted by the timing and profile of optimisation services projects over the
period and receipts post the period end. Excluding non-recurring fees
associated with restructuring costs and deal fees, cash generated from
operations was £3.4m (H1 2022: £5.8m).
Underlying operating cash conversion remain a key focus for management,
acknowledging the need to facilitate the acceleration of growth within the
Optimisation Services division.
Trade and other receivables increased 19% in the period to £45.8m (FY 2022:
38.6m), driven by a 52% increase in trade receivables to £18.7m (2022:
£12.3m) as a result of the increased activity levels, and invoicing in the
Optimisation Services division, which unwound post period end. Accrued income
reduced in the period to £18.3m (FY 2022: £18.6m). Working capital
management remains a key focus for management in sustaining strong cash
conversion.
Trade and other payables increased 5% to £18.0m (FY 2022: £17.1m), driven by
an increase in deferred income to £4.9m, primarily within the Optimisation
Services division, as the division continues to focus on improving the number
of stage payments it receives from its Optimisation project customers.
The Group's net debt (defined as bank borrowings less cash and cash
equivalents) increased by £11.9m in the period to £49.1 million (FY 2022:
£37.2m) in line with expectations.
The increase in Group net debt reflects the payment of £8.6m of contingent
cash consideration to the vendors of Ignite, BWS and LSI, with a further
£2.6m paid to the vendors of Ignite in ordinary shares of the Group. A
further £4.0m performance payments, in the form of contingent cash
consideration for acquisitions is expected to be paid in H2 2023. The balance
of the contingent consideration within current liabilities will be payable in
H1 2024.
Financial position and liquidity
At 30 June 2023, the Group's net debt was £49.1m (H1 2022: £42.9m). Cash and
cash equivalents stood at £8.4m (H1 2022: £6.4m). Approximately £2.4m of
the Group's £60.0m Revolving Credit Facility was undrawn, with an additional
£25m accordion option available to the Group, subject to covenant compliance.
On entering the current facility agreement with Santander and Bank of Ireland
in October 2019, the Group had an option to extend the term of the facility
from October 2023 to October 2024. The Group exercised that option in
September 2021, taking the term of the existing facility to October 2024.
In March 2023, the Group agreed with its lenders a resetting of the adjusted
leverage covenant for quarters ending 31 March 2023 through to 30 June 2024,
increasing the headroom available to the Group from a covenant perspective
through a period in which the Group expects to make material contingent
consideration payments, while facilitating the acceleration of growth within
the Optimisation Services division.
Summary
The strategic and financial initiatives delivered in the year have ensured
that the Group is is in a strong position to implement our strategic growth
plan effectively, whilst managing the additional risks created by the
continued market volatility. The strong performance in the Group's revenues,
and adjusted EBITDA, in a challenging environment coupled with a strengthened
platform capable of generating enhanced long-term growth leaves Inspired
better placed than ever to achieve its long-term financial
goals.
Paul Connor
Chief Financial Officer
10 September 2023
Group Statement of Comprehensive Income
For the six months ended 30 June 2023
Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022
£000 £000 (audited)
£000
Revenue 44,634 40,448 88,776
Cost of sales (13,648) (13,635) (31,070)
Gross profit 30,986 26,813 57,706
Administrative expenses (28,755) (23,184) (58,524)
Operating profit/(loss) 2,231 3,629 (818)
Analysed as:
Earnings before exceptional costs, depreciation, amortisation and share-based 10,568 9,672 21,000
payment costs
Fees associated with acquisition (8) (144) (523)
Restructuring costs (451) (615) (1,574)
Change in fair value of contingent consideration (3,764) (943) (10,936)
Depreciation, impairment and loss on disposal of property, plant and equipment (839) (936) (1,827)
Amortisation of acquired intangible assets (1,178) (1,359) (2,687)
Amortisation of internally generated intangible assets (1,576) (1,331) (2,539)
Share-based payment costs (521) (715) (1,732)
2,231 3,629 (818)
Finance expenditure 3 (2,058) (1,211) (3,148)
Other financial items 17 11 9
Profit/(loss) before income tax 190 2,429 (3,957)
Income tax (expense)/credit (858) (510) 329
(Loss)/profit for the period (668) 1,919 (3,628)
Attributable to:
Equity owners of the company (668) 1,919 (3,628)
Other comprehensive income:
Exchange differences on translation of foreign operations (120) 354 119
Movement in deferred tax asset as a result of change in fair value of share - - (1,323)
options
Total other comprehensive (expense)/income for the year (120) 354 (1,204)
Total comprehensive (expense)/income for the year (788) 2,273 (4,832)
Attributable to:
Equity owners of the company (788) 2,273 (4,832)
Note
Diluted earnings/(loss) per share attributable to the equity holders of the 4 (0.75) 1.84 (3.47)
Company (pence)
Adjusted diluted earnings per share attributable to the equity holders of the 4 4.84 5.47 13.06
Company (pence)
Group Statement of Financial Position
At 30 June 2023
Note Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022 (audited)
£000 £000 £000
ASSETS
Non-current assets
Investments 1,830 1,137 1,737
Goodwill 7 76,901 76,895 76,960
Other intangible assets 7 17,972 18,247 17,716
Property, plant and equipment 5 3,079 2,743 3,216
Right of use assets 6 1,509 1,875 1,428
101,291 100,897 101,057
Current assets
Trade and other receivables 8 44,837 36,424 37,520
Deferred contingent consideration 8 1,002 4,208 1,077
Inventories 668 370 211
Cash and cash equivalents 8,416 6,410 12,270
54,923 47,412 51,078
Total assets 156,214 148,309 152,135
LIABILITIES
Current liabilities
Trade and other payables 9 17,996 10,888 17,079
Lease liabilities 439 834 869
Current tax liability 3,835 2,560 3,091
Contingent consideration 11,273 9,998 13,056
33,543 24,280 34,095
Non-current liabilities
Bank borrowings 57,520 49,346 49,462
Lease liabilities 940 1,049 552
Contingent consideration - 2,523 5,699
Deferred tax liability 838 1,522 1,282
Interest rate swap - 14 17
59,298 54,454 57,012
Total liabilities 92,841 78,734 91,107
Net assets 63,373 69,575 61,028
EQUITY
Share capital 1,256 1,219 1,220
Share premium account 63,498 60,930 60,930
Merger relief reserve 20,995 20,995 20,995
Retained earnings (19,115) (9,117) (18,447)
Share based payments reserves 8,632 7,094 8,111
Investment on own shares (28) (36) (36)
Translation reserve (482) (127) (362)
Reverse acquisition reserve (11,383) (11,383) (11,383)
Total equity 63,373 69,575 61,028
Group Statement of Cash Flows
For the six months ended 30 June 2023
Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022 (audited)
£000 £000 £000
Cash flows from operating activities
Profit/(loss) before income tax 190 2,429 (3,957)
Adjustments
Depreciation and impairment 839 936 1,827
Amortisation and impairment 2,754 2,690 5,226
Share based payment costs 521 715 1,732
Finance expenditure 2,041 1,200 3,139
Exchange rate variances (133) (449) 151
Change in fair value of contingent consideration 10,936
3,764 943
Cash flows before changes in working capital 9,976 8,464 19,054
Movement in working capital
(Increase)/decrease in inventories (457) (71) 88
Increase in trade and other receivables (7,490) (2,179) (3,995)
Increase/(decrease) in trade and other payables 916 (1,207) 4,602
Cash generated from operations 2,945 5,007 19,749
Income taxes paid (460) (215) (421)
Net cash flows from operating activities 2,485 4,792 19,328
Cash flows from investing activities
Purchase of property, plant and equipment (242) (646) (1,137)
Payments to acquire intangible assets (3,001) (2,742) (4,651)
Contingent consideration paid (8,646) (10,174) (10,790)
Contingent consideration received - 320 -
Repayment of working capital facility to discontinued operation 250 125 375
Disposal of investments - 324 324
Acquisition of subsidiary, net of cash (93) (633) (1,233)
Net cash flows from investing activities (11,732) (13,426) (17,112)
Cash flows from financing activities
New bank loans 8,000 3,500 3,500
Interest paid on financing activities (2,000) (907) (3,032)
Repayment of lease liabilities (589) (546) (1,048)
Proceeds from issue of new shares 4 7 8
Dividends paid - - (2,460)
Net cash flows from financing activities 5,415 2,054 (3,032)
Net decrease in cash and cash equivalents (3,832) (6,580) (816)
Cash and cash equivalents brought forward 12,270 12,944 12,994
Exchange differences on cash and cash equivalents (22) 46 92
Cash and cash equivalents carried forward 8,416 6,410 12,270
Group Statement of Changes in Equity
For the six months ended 30 June 2023
Share capital Share premium account Merger relief reserve Share-based payment reserve Retained earnings Reverse acquisition reserve Total shareholders' equity
£000 £000 £000 £000 £000 Investment in own shares £000 £000
£000 Translation reserve
£000
Balance at 1 January 2022 1,219 60,923 20,995 6,319 (11,036) (36) (481) (11,383) 66,580
Loss for the year - - - - (3,628) - - - (3,628)
Other comprehensive income - - - - (1,323) - 119 - (1,204)
Total comprehensive income/(expense) for the year - - - - (4,951) - 119 - (4,832)
Share-based payment cost - - - 1,732 - - - - 1,732
Shares issued (12 April 2022) - 7 - - - - - - 7
Shares issued (7 December 2022) 1 - - - - - - - 1
Dividends paid - - - - (2,460) - - - (2,460)
Total transactions with owners 1 7 - 1,732 (7,411) - 119 - (5,552)
Balance at 31 December 2022 1,220 60,930 20,995 8,111 (18,447) (36) (362) (11,383) 61,028
Profit for the period - - - - (668) - - - (668)
Other comprehensive expense - - - - - - (120) - (120)
Total comprehensive income/(expense) for the period - - - - (668) - (120) - (788)
Share-based payment cost - - - 521 - - - - 521
Shares issues (5 May 2023) 3 - - - - - - - 3
Shares issued (25 May 2023) 32 2,568 - - - - - - 2,600
Shares issued (21 June 2023) 1 - - - - - - - 1
Shares transferred - - - - - 8 - - 8
Total transactions with owners 36 2,568 - 521 (668) 8 (120) - 2,345
Balance at 30 June 2023 1,256 63,498 20,995 8,632 (19,115) (28) (482) (11,383) 63,373
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 2023. 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 2022. The accounting policies in this announcement
are consistent with those set out in the annual report for the year ended 31
December 2022.
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. The Group reports under four
reporting segments, namely Assurance, Optimisation, Software and ESG.
Six months ended 30 June 2023 Six months ended 30 June 2022
Assurance Optimisation Software ESG PLC Total Assurance Optimisation Software ESG PLC Total
£000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000 £000
Revenue 18,343 22,372 1,507 2,412 - 44,634 18,378 19,619 1,233 1,218 - 40,448
Cost of sales (1,233) (11,991) (56) (368) - (13,648) (1,555) (11,964) (51) (65) - (13,635)
Gross profit 17,110 10,381 1,451 2,044 - 30,986 16,823 7,655 1,182 1,153 - 26,813
Overheads (9,566) (5,234) (397) (2,085) (7,880) (25,162) (8,852) (4,590) (270) (1,080) (4,766) (19,558)
EBITDA 7,544 5,147 1,054 (41) (7,880) 5,824 7,971 3,065 912 73 (4,766) 7,255
Analysed as:
Adjusted EBITDA 7,670 5,148 1,054 (41) (3,263) 10,568 8,337 3,069 912 73 (2,719) 9,672
Share-based payments - - - - (521) (521) - - - - (715) (715)
Exceptional costs (126) (1) - - (4,096) (4,223) (366) (4) - - (1,332) (1,702)
7,544 5,147 1,054 (41) (7,880) 5,824 7,971 3,065 912 73 (4,766) 7,255
Depreciation (839) (936)
Amortisation (2,754) (2,690)
Finance expenditure (2,058) (1,211)
Other financial items 17 11
Profit before income tax 190 2,429
3. Finance Expenditure
Six months ended 30 June 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022
£000 £000 (audited)
£000
Interest payable on bank borrowings 1,930 822 2,268
Interest payable on lease liabilities 41 45 83
Foreign exchange variance 6 263 508
Other interest 23 9 20
Loan facility fees - 14 153
Amortisation of debt issue costs 58 58 116
2,058 1,211 3,148
4. 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 2023 (unaudited) Six months ended 30 June 2022 (unaudited - restated) Year ended 31 December 2022
£000 £000 (audited - restated)
£000
(Loss)/profit attributable to equity holders of the Group (788) 1,919 (3,628)
Amortisation of acquired intangible assets 1,178 1,359 2,687
Deferred tax in respect of amortisation of intangible assets (294) (258) (673)
Changes in fair value of contingent consideration 3,764 943 10,936
Foreign exchange variation 126 263 508
Fees associated with acquisition 8 144 523
Share-based payments costs 521 715 1,732
Restructuring costs 451 615 1,574
Exceptional finance costs 120 - -
Adjusted profit attributable to equity holders of the Group 5,086 5,700 13,659
Weighted average number of ordinary shares in issue (000) 98,277 97,497 97,507
Dilutive effect of share options (000) 6,749 6,706 7,100
Diluted weighted average number of ordinary shares in issue (000) 105,026 104,203 104,607
Basic earnings/(loss) per share (pence) (0.80) 1.97 (3.72)
Diluted earnings/(loss) per share (pence) (0.75) 1.84 (3.47)
Adjusted basic earnings per share (pence) 5.18 5.85 14.01
Adjusted diluted earnings per share (pence) 4.84 5.47 13.06
All per share figures have been adjusted to reflect the 10:1 share
consolidation undertaken on 3 July 2023.
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 2023 (unaudited) Six months ended 30 June 2022 (unaudited) Year ended 31 December 2022
£000 £000 (audited)
£000
Profit/(loss) before tax 190 2,429 (3,957)
Share-based payments costs 521 715 1,732
Amortisation of acquired intangible assets 1,178 1,359 2,687
Foreign exchange variation 6 263 508
Exceptional costs:
Fees associated with acquisition 8 144 523
Restructuring costs 451 615 1,574
Exceptional finance costs 120 - -
Change in fair value of contingent consideration 3,764 943 10,936
Adjusted profit before tax 6,238 6,468 14,003
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.
5. Property, plant and equipment
Fixtures and fittings Motor Computer equipment Leasehold improvements Office equipment £000 Total
£000 vehicles £000 £000 £000
£000
Cost
As at 1 January 2022 720 107 3,004 806 - 4,637
Transfer between classes (368) 42 92 386 415 567
Foreign exchange variances 5 - 4 - - 9
Additions 8 32 1,094 - 3 1,137
Disposals (30) (66) (60) - - (156)
At 31 December 2022 335 115 4,134 1,192 418 6,194
Foreign exchange variances (2) (2) (2) - (1) (7)
Additions - - 240 - - 240
Disposals - (37) - - - (37)
At 30 June 2023 333 76 4,372 1,192 417 6,390
Depreciation
As at 1 January 2022 664 38 1,042 326 - 2,185
Transfer between classes (450) 38 281 70 293 232
Foreign exchange variances 3 - 4 - (33) (26)
Charge for the year 37 22 496 123 56 734
Disposals (30) (3) (60) (29) (25) (147)
At 31 December 2022 224 95 1,763 605 291 2,978
Charge for the period 14 5 236 61 49 365
Foreign exchange variance (2) (2) (3) - - (7)
Disposals - (25) - - - (25)
At 30 June 2023 236 73 1,996 666 340 3,311
Net Book Value
At 30 June 2023 97 3 2,376 526 77 3,079
At 31 December 2022 111 20 2,371 587 127 3,216
6. Right of use assets
Fixtures and fittings Motor vehicles Property Intangibles Total
£000 £000 £000 £000 £000
Cost
As at 1 January 2022 623 353 3,689 - 4,665
Transfer between classes - (14) (277) - (291)
Foreign exchange variances - 1 (5) - (4)
Additions - 86 360 301 747
Disposals (368) (5) (433) - (806)
At 31 December 2022 255 421 3,334 301 4,311
Additions 115 20 403 - 538
Foreign exchange variances - - 16 - 16
Disposals - (232) (53) - (285)
At 30 June 2023 370 209 3,700 301 4,580
Depreciation
As at 1 January 2022 282 146 1,944 - 2,372
Transfer between classes - 19 25 - 44
Foreign exchange variances - (2) 14 - 12
Charge for the year 87 169 742 50 1,048
Disposals (211) (22) (473) - (706)
At 31 December 2022 158 310 2,252 50 2,770
Charge for the period 51 62 311 50 474
Disposals - (232) (54) - (286)
At 30 June 2023 209 140 2,509 100 2,958
Impairment
As at 1 January 2022 - - 113 - 113
Impairment for the year - - - - -
At 31 December 2022 - - 113 - 113
Impairment for the period - - - - -
At 30 June 2023 - - 113 - 113
Net Book Value
At 30 June 2023 161 69 1,078 201 1,509
At 31 December 2022 97 111 969 251 1,428
7. Intangible assets and goodwill
Computer software Customer contracts Total other intangibles Goodwill Total
£000 Trade name £000 £000 Customer relationships £000 £000 £000 £000
Cost
At 1 January 2022 21,317 160 21,575 7,511 50,563 76,111 126,674
Additions 4,651 - - - 4,651 - 4,651
Acquisitions through business combinations - - - - - 730 730
Foreign exchange variances - - - - - 119 119
At 31 December 2022 25,968 160 21,575 7,511 55,214 76,960 132,174
Additions 3,002 - - - 3,002 - 3,002
Foreign exchange variance 1 - (247) - (246) (59) (305)
At 30 June 2023 28,971 160 21,328 7,511 57,970 76,901 134,871
Amortisation
As at 1 January 2022 11,399 37 16,796 4,040 32,272 - 32,272
Charge for the year 2,920 8 1,531 767 5,226 - 5,226
At 31 December 2022 14,319 45 18,327 4,807 37,498 - 37,498
Foreign exchange variance - - (254) - (254) - (254)
Charge for the period 1,659 4 714 377 2,754 - 2,754
At 30 June 2023 15,978 49 18,787 5,184 39,998 - 39,998
Net Book Value
At 30 June 2023 12,993 111 2,541 2,327 17,972 76,901 94,873
At 31 December 2022 11,649 115 3,248 2,704 17,716 79,960 94,676
Computer software is a combination of assets internally generated and assets
acquired through business combinations. Amortisation charged in the period to
30 June 2023 associated with computer software acquired through business
combinations is £83,000. The additional £1,576,000 charged in the period
relates to the amortisation of internally generated computer software.
8. Trade and other receivables
30 June 2023
31 December 2022
30 June 2022
£000 £000 £000
Trade receivables 18,695 16,351 12,298
Other receivables 900 1,338 1,078
Deferred contingent consideration 1,002 4,208 1,077
Prepayments 6,990 4,265 5,524
Accrued income 18,252 14,470 18,620
45,839 40,632 38,597
9. Trade and other payables
30 June 2023
31 December 2022
30 June 2022
£000 £000 £000
Trade payables 5,240 4,587 5,952
Social security and other taxes 4,514 2,918 5,117
Accruals 2,463 2,303 3,141
Deferred income 4,912 526 1,861
Other payables 867 554 1,008
17,996 10,888 17.079
10. 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
(https://url.avanan.click/v2/___http:/www.inspiredplc.co.uk___.YXAxZTpzaG9yZWNhcDphOm86YjVlZWEzY2FkMzExODI1ZTA0NGQwNTJiZWZlNWVlMjE6NjowNGE5OjIxNDcyYjJjYzA3M2I0ZGE2ZDdmMjM5ZjE3NTY3MjFiODVlYWU4M2FmYWM0NzViOGQwZmQ1YjdiZThlMjZmODc6cDpU)
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