REG - Water Intelligence - Interim Results
22/09/2022 07:00
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RNS Number : 2244A Water Intelligence PLC 22 September 2022
Water Intelligence plc (AIM: WATR.L)
Interim Results
Water Intelligence plc (AIM: WATR.L) (the "Group" or "Water Intelligence" or
the "Company"), a leading multinational provider of precision,
minimally-invasive leak detection and remediation solutions for both potable
and non-potable water is pleased to provide its unaudited Interim Results for
the period ending 30 June 2022.
Consistent with its historic trajectory, results are comfortably in-line with
market expectations as the Group continues to execute on its long-run growth
plan while navigating short-run market volatility.
Financial Highlights*
· Revenue increased by 44% to $35.6 million (1H 2021: $24.7 million)
o Network Sales (implied gross sales of franchisees from which reported
royalty is derived plus direct sales of corporate locations) grew 12.5% to $85
million (1H 2021: $75.5 million)
· EBITDA increased by 15% to $6.2 million (1H 2021: $5.4 million)
· PBT Adjusted** increased by 10% to $4.6 million (1H 2021: $4.2
million)
· Cash and equivalents increased to $21.9 million (1H 2021: $7.2
million)
o Net Cash at $5.3 million (cash minus bank borrowings)
o Bank borrowings amortized through 2027 at an average fixed rate of 4.9%
* To make proper like-for-like comparisons, the above comparisons of Statutory
EBITDA and PBT Adjusted exclude the 1H 2021 one-time gain of $1.9 million
**PBT Adjusted (amortisation, share based payments and non-core costs)
Corporate Development
· Operations: Increase of 45 headcount, mostly technicians in
training for growth plan
· Financial:
o Expanded bank credit facilities by $17 million (with headroom of
approximately $7 million as of 30 June 2022)
· Accretive acquisitions:
o 2 Franchises re-acquired: Fort Worth, Texas; Midland, Texas
o Bolt-on acquisition: Connecticut Plumbing
· New Locations:
o Greenfield territory launched as corporate location: Wichita Falls, Texas
o Additional territory sold to Franchisee to be developed: central North
Carolina
o New Technician Training Center launched in Seattle
· Technology:
o Field trials in US for proprietary new technologies: residential sewer
diagnostic tool and video e-commerce
o Salesforce.com implementation: on-boarding completed for all corporate
locations; franchise locations currently on-boarding
Dr. Patrick DeSouza, Executive Chairman of Water Intelligence, commented:
We delivered strong results while navigating 1H market volatility. We remain
positive about the future and see opportunities ahead even as we manage
prudently in the short to medium-run for both inflation and threats of future
recession from rising interest rates. We are pleased to have expanded our
credit facilities early in 1H and locked-in an attractive fixed rate through
2027.
Ironically, now is a good time for us to capture more of the market given our
market leading position and competitive advantages that we can exploit. Market
demand for water and wastewater-related infrastructure solutions remains
strong whether we face Covid-19, inflation or potentially recession. Long-run,
climate change is adversely affecting water infrastructure whether manifested
by droughts, floods or deterioration of pipe materials. In attacking the
market, which is characterized by fragmented, local service providers, we have
operating efficiencies to leverage: our multinational sales footprint;
business-to-business channels; proprietary technology; Salesforce.com
implementation; and available financial resources for sustaining our long-run
growth plan. Moreover, in the short to medium-run, because most of our
operations are in the US, we are additionally assisted by the strong US dollar
and have the ability to be opportunistic internationally."
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Enquiries:
Water Intelligence plc
Patrick DeSouza, Executive Chairman Tel: +1 203 654 5426
RBC Capital Markets - Joint Broker Tel: +44 (0)20 7653 4000
Jill Li
Daniel Saveski
WH Ireland Limited - NOMAD & Joint Broker Tel: +44 (0)20 7220 1666
Chris Hardie
Ben Good
Tel: +44 (0)20 3903 7715
Dowgate Capital Ltd - Joint Broker
Stephen Norcross
Nicholas Chambers
Chairman's Statement
Overview
Once again, as has been the case consistently
since 2016, our operating fundamentals are strong. And market demand for our
green economy brand and water infrastructure solutions only looks to be
getting stronger given droughts, flooding and an inability of aging
infrastructure internationally to cope. We appreciate our shareholders
commitment to building a leading world-class growth company over the long-run.
Nonetheless, during 1H we implemented important steps to get ahead of
marketplace challenges threatening various stakeholders - employees,
customers, shareholders - including rapid inflation and the threat of future
recession from rising interest rates geared to stem inflation. We expanded
our credit facilities by $17 million during 1H and locked-in an attractive
blended interest rate for all bank borrowings at 4.9%. We have made prudent
budget adjustments during 1H while staying true to our long-run growth plan
because it will create the highest value for all stakeholders. For example,
in putting capital to work, we have continued to hire and train technicians to
capture market demand for solutions and at the same time we have managed other
expenses. Fortunately, our asset base gives Water Intelligence a competitive
advantage and management an ability to navigate short-run, medium-run, and
long-run operating windows.
Analysis
We remain on-track for another good year with respect to revenue and
profits. To present a comparable period-over-period analysis of operations,
we have excluded a one-time gain of $1.9 million in 2021 for the forgiveness
of a PPP loan granted at the onset of Covid in 2020. This loan forgiveness
was treated in our 2021 audited accounts as profit before tax. In that
report, we explained the IFRS requirement and communicated that even excluding
the one-time gain for 2021, full year 2021 revenue grew by 44% to $54.5
million and adjusted EBITDA still grew 48% to $10.3 million. To provide
a meaningful comparison between operating performance for 1H 2022 and 1H 2021,
we need to make the same adjustment. Revenue grew in 1H by 44% to $35.6
million (1H 2021: $24.7 million), profit before taxes adjusted for non-cash
and non-core costs increased by 10% to $4.6 million (1H 2021: $4.2 million)
and EBITDA grew by 15% to $6.2 million (1H 2021: $5.4 million).
While strong, we note that our EBITDA growth percentage over sequential
periods from full year 2021 to 1H 2022 decreased. In part, EBITDA margins
declined somewhat to 17.5% from 21.9% because of rapid inflation of direct
costs from labor, gasoline for service vehicles and supplies. However, it
should also be noted that part of increasing expenses was actually the timing
of reinvestment due to increased hiring and training of operating personnel
including 45 technicians. Such execution personnel will become fully
productive in 2023 to capture increased market demand for water and wastewater
solutions and contribute revenue and profit over the medium and long-run. As
part of our growth plan, we raised equity capital during 2H 2021, committing
to institutional shareholders to put capital to work to accelerate market
capture given the global market opportunity for providing water infrastructure
solutions.
Short-run Window. In the near-term, despite navigating market volatility
with care, we are continuing to grow organically both the Water Intelligence
(WI) brand and that of our core American Leak Detection (ALD) business. In
breaking down WI revenue growth, each business line tracked well given our
growth plan and key performance indicators (KPIs) set forth in the Strategic
Report as part of our annual Accounts.
The core of our strategic plan focuses on growing the American Leak Detection
brand both organically by adding service capabilities at each of our 150
locations across the United States and by the reacquisition of franchises and
converting such locations to corporate operations. Converting franchises
into corporate operations unlocks significant shareholder value by bringing
underlying franchise revenue and profits directly onto Water Intelligence
accounts instead of as royalty income. We use the concept of "Network Sales"
to evaluate our growth plan because it illuminates the growth of total sales
to customers under our American Leak Detection brand - both direct sales from
corporate operations and gross sales from franchisees from which royalty
income is reported. Both corporate and franchisee personnel execute in the
same branded vehicles and uniforms for customers. For 1H 2022, Network Sales
grew 12.5% to $85 million (1H 2021: $75.5 million).
Each KPI tracks our growth plan well.
Franchise royalties declined by 3% to $3.6 million (1H: $3.7 million) as a
result of the franchise reacquisitions during 2021, which reduced the
available pool of royalty income for 2022. At the same time, however, the
franchise system still grew. Despite there being fewer franchises,
franchise-related revenues grew by 5% (1H 2022: $5.2 million vs. 1H 2021: $4.9
million). Our business-to-business insurance channel component of
franchise-related revenues grew by 7% to $4.8 million (1H 2021: $4.5
million). It is worth noting that our business-to-business channel is
growing faster than 7% because we do not report insurance jobs executed by our
corporate-operated locations. Meanwhile, US corporate-operated locations grew
75% to $23.3 million (1H 2021: $13.3 million) reflecting both organic growth
and growth through reacquisition of franchisees as discussed above. With
respect to organic growth, same store sales increased by 30% to $17.1 million
(1H 2021: $13.1 million). Finally, international corporate operations (UK,
Australia, Canada) grew 27% to $3.6 million (1H 2021: $2.8 million).
Medium-run Window. We remain positive about market demand for our water
infrastructure solutions even in the medium-run scenario of recession. For
reference, during the first year of Covid-19, when US GDP shrank, WI revenue
still grew by 17%. We have made, and are continuing to make, investments to
capture a greater share of the market over the medium term given strong demand
for our offerings. Firstly, we are adding more capacity - trained service
professionals - across all of our franchise and corporate locations,
especially in the US. At the beginning of 1H 2022, we invested in creating a
new training centre in Seattle. By the end of 1H 2022, this centre has
already trained several classes of new technicians who are now deployed to
different parts of the US and gaining experience using our leak detection
technology. These new technicians will be contributing to revenue and profit
in a meaningful way during 2023. Secondly, to enable ALD to operate more
efficiently with more capacity, we have invested over the last two years in
Salesforce.com customer management technology and related applications
(together "Salesforce"). With the Salesforce suite of applications, the
entire American Leak Detection workflow across its 150 locations will be
automated from receipt of jobs from customers to scheduling and delivery,
report writing, payments and follow-on sales. Importantly, all data will be
secure with the highest level of compliance; an attribute critical to our
insurance business-to-business channel. At the end of 1H 2022, all corporate
locations were successfully on-boarded to Salesforce. Prior to year-end all
franchise locations are scheduled to be on-boarded. Thirdly, we have
invested in proprietary technologies, such as a new sewer diagnostic tool,
that will increase our range of offerings to meet market demand for wastewater
services. A version of this proprietary tool is currently being used
commercially in the UK for municipal customers such as Thames Water and a
version for residential users is currently being tested in the United States
for use by our American Leak Detection brand.
Outlook
Water Intelligence is well positioned for the future whether it is
characterized by persistent inflation or a shift to recession from higher
interest rates. Our balance sheet is strong with $21.9 million in cash as of
30 June 2022. Cash, net of bank borrowings, is $5.3 million as at 30 June
2022. Credit availability under our expanded facilities is $7 million as of
30 June 2022. The terms of the bank debt are favorable with a fixed rate of
approximately 4.9% and amortization spread through 2027. Deferred
consideration to franchisees from reacquisitions at 30 June 2022 is $13.7
million with payments spread through 2026. Given EBITDA growth and readily
available cash and credit, Water Intelligence has sufficient capital to meet
its obligations, reinvest in growth and even consider selective acquisitions.
With a strong US dollar forecast through at least 2023 and since Water
Intelligence generates cash from operations largely in dollars, we are
reviewing opportunities internationally that have become relatively more
attractive.
In evaluating any tactical changes, Water Intelligence does have operating
flexibility. If the medium-run is marked by inflation, Water Intelligence
has made significant investments in its Salesforce.com infrastructure that is
expected to deliver operating efficiencies in 2023 and beyond. On the other
hand, if the medium-run is marked by recession due to rising US interest
rates, Water Intelligence also has the ability to navigate this given its
diverse matrix both in terms of solutions covering water and wastewater and in
terms of the variety of its customers from homeowners to businesses like
insurance to municipal. Both private and public spending for water
infrastructure solutions are expected to increase irrespective of
macroeconomic trends.
Long-run. We are mindful of macroeconomic variables. However, we remain
optimistic about the global opportunities in front of us and management's
ability to adjust as we move from short-run monitoring to medium-run
tactics. For our long-run outlook, global market demand for water and
wastewater infrastructure services continues to increase. To a degree, we
are acyclical because of the importance of water and wastewater solutions
especially as climate change creates more anomalous conditions that puts
stress on infrastructure at all levels - residential, commercial, municipal.
Importantly, as a competitive strategy matter, in a largely fragmented market
of local service providers, we are distinguished from our competitors because
we have: a well-recognized American Leak Detection national brand; proprietary
technology; established US business-to-business channels; an installed base of
operations in over 150 locations across the US and in the UK, Canada and
Australia; and investments already made in the leading customer relationship
management system in the world that will come on line fully during 2023.
With these operating attributes and against a landscape of smaller
less-adaptable players, we should be prudent as to tactics but confident in
our growth plan and ability to capture the market with a platform company as
the market leader in our category.
Patrick DeSouza
Executive Chairman
September 22, 2022
Interim Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2022
Six months Six months Year ended
ended ended 31
30 June 30 June December
2022 2021 2021
Notes $ $ $
Unaudited Unaudited Audited
Revenue 4 35,583,457 24,698,724 54,543,408
Cost of sales (4,656,279) (4,504,060) (8,964,486)
Gross profit 30,927,178 20,194,664 45,578,922
Administrative expenses
- Other income 41,631 54,063 69,484
- Share-based payments (226,525) (187,719) (442,708)
- Amortisation of intangibles (429,440) (140,605) (470,226)
- Other administrative costs (26,074,124) (15,744,678) (38,131,195)
Total administrative expenses (26,688,458) (16,018,939) (38,974,645)
Operating profit 4,238,720 4,175,725 6,604,277
PPP loan forgiveness - 1,869,800 1,869,800
Finance income 21,851 26,043 51,092
Finance expense (753,508) (341,612) (969,130)
Profit before tax 4 3,507,063 5,729,956 7,556,039
Taxation expense (1,106,026) (1,184,724) (1,641,350)
Profit for the period 2,401,037 4,545,232 5,914,689
Attributable to:
Equity holders of the parent 2,407,239 4,452,586 5,764,952
Non-controlling interests (6,202) 92,646 149,737
2,401,037 4,545,232 5,914,689
Other comprehensive income
Exchange differences arising on translation of foreign operations (370,207) (89,168)
(221,281)
Fair value adjustment on listed equity investment (net of deferred tax) (475,794) 540,943 (300,049)
Total comprehensive income for the period 5,393,359
1,555,036 4,997,007
Earnings per share Cents Cents Cents
Basic 5 13.9 28.8 36.1
Diluted 5 13.0 26.8 33.3
The gain on PPP loan forgiveness was a one-time extraordinary item related to
the Covid-19 pandemic. Under IFRS guidelines, we were required to present this
as a one-time gain in profit before tax. However, this gain is not reflective
of our underlying operating results, and as such has been excluded from our
period over period analysis. See note 5 for adjusted EPS calculation.
Consolidated Statement of Financial Position as at 30 June 2022
At At At
30 June 30 June 31 December
2022 2021 2021
Notes $ $ $
Unaudited Unaudited Audited
ASSETS
Non-current assets
Goodwill 45,382,040 34,864,735 37,268,469
Listed equity investment 592,516 2,156,777 1,185,039
Other intangible assets 4,534,059 2,200,394 3,818,037
Property, plant and equipment 9,655,046 7,255,295 7,807,227
Trade and other receivables 454,619 455,739 429,219
60,618,280 46,932,940 50,507,991
Current assets
Inventories 735,722 641,034 677,218
Trade and other receivables 12,461,108 8,981,051 8,379,894
Cash and cash equivalents 21,907,224 7,159,023 23,802,352
35,104,054 16,781,108 32,859,464
TOTAL ASSETS 4 95,722,334 63,714,048 83,367,455
EQUITY AND LIABILITIES
Equity attributable to holders of the parent
Share capital 6 142,260 116,606 142,260
Share premium 6 35,252,633 12,395,783 35,252,633
Shares held in treasury 6 (529,077) (284,611) (468,427)
Merger reserve 1,001,150 1,001,150 1,001,150
Share based payment reserve 1,319,519 856,932 1,092,993
Other reserves (1,465,700) (963,380) (1,095,492)
Reverse acquisition reserve 6 (27,758,089) (27,758,089) (27,758,088)
Equity investment reserve (429,123) 887,664 46,672
Retained profit 45,959,816 42,240,210 43,552,575
53,493,389 28,492,265 51,766,276
Equity attributable to Non-Controlling interest
Non-controlling interest 568,513 555,436 612,528
Non-current liabilities
Borrowings and lease liabilities 15,369,104 8,447,368 8,176,893
Deferred consideration 7,929,371 9,981,713 8,220,613
Deferred tax liability 2,502,840 2,193,742 1,576,872
25,801,315 20,622,823 17,974,378
Current liabilities
Trade and other payables 4,730,349 3,888,937 4,194,031
Borrowings and lease liabilities 5,365,027 3,010,759 3,325,579
Deferred consideration 5,763,741 7,143,828 5,494,663
15,859,117 14,043,524 13,014,273
TOTAL EQUITY AND LIABILITIES 95,722,334 63,714,048 83,367,455
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 June 2022
Share Share Shares held Reverse Acquisition Reserve Merger Share based payment reserve Other Equity investment reserve Retained Total Non-controlling interest Total
Capital Premium in treasury Reserve Reserves Profit Equity
$ $ $ $ $ $ $ $ $ $ $ $
As at 1 January 2021 116,212 12,091,069 (340,327) (27,758,088) 1,001,150 650,284 (874,211) 346,721 37,787,623 23,020,434 346,124 23,366,558
Issue of ordinary shares 20 59,224 - - - - - - - 59,244 - 59,244
Options purchase 374 38,553 - - - - - - - 38,928 - 38,928
Share based payment expense - - - - - 206,648 - - - 206,648 - 206,648
Share buyback - - (282,737) - - - - - (282,737) - (282,737)
Sale of treasury stock - 206,936 338,452 - - - - - - 545,388 - 545,388
Capital Contribution NCI - - - - - - - - - - 116,667 116,667
Profit for the period - - - - - - - - 4,452,587 4,452,587 92,645 4,545,232
Other comprehensive income - - - - - - (89,169) 540,943 - 451,774 - 451,774
As at 30 June 2021 (unaudited) 116,606 12,395,783 (284,612) (27,758,088) 1,001,150 856,932 (963,380) 887,664 42,240,210 28,492,265 555,436 29,047,701
Issue of ordinary shares 21,271 22,126,416 - - - - - - - 22,147,687 - 22,147,687
Options purchase 4,383 716,352 - - - - - - - 720,735 - 720,735
Share-based payment expense - - - - - 236,060 - - - 236,060 - 236,060
Share buyback - - (183,814) - - - - - (183,814) - (183,814)
Sale of treasury stock - 14,082 - - - - - - - 14,082 - 14,082
Profit for the period - - - - - - - 1,312,365 1,312,365 57,092 1,369,457
Other comprehensive income - - - - - - (132,112) (840,992) - (973,104) - (973,104)
As at 31 December 2021 (audited) 142,260 35,252,633 (468,427) (27,758,088) 1,001,150 1,092,993 (1,095,492) 46,672 43,552,575 51,766,276 612,528 52,378,804
Share based payment expense - - - - - 226,525 - - - 226,525 - 226,525
Share buyback - - (60,650) - - - - - (60,650) - (60,650)
Dividend paid - - - - - - - - - - (37,813) (37,813)
Profit for the period - - - - - - - - 2,407,239 2,407,239 (6,202) 2,401,037
Other comprehensive income - - - - - - (370,207) (475,794) - (846,001) - (846,001)
As at 30 June 2022 (unaudited) 142,260 35,252,633 (529,076) (27,758,088) 1,001,150 1,319,518 (1,465,699) (429,122) 45,959,814 53,493,389 568,513 54,061,902
Interim Consolidated Statement of Cash Flows
For the six months ended 30 June 2022
Six months Six months Year ended
ended ended 31 December 2021
30 June 2022 30 June 2021
$ $ $
Unaudited Unaudited Audited
Cash flows from operating activities
Profit before tax 3,507,063 5,729,956 7,556,039
Adjustments for non-cash/non-operating items:
Depreciation of plant and equipment 1,559,464 1,086,086 2,475,069
Amortisation of intangible assets 429,440 140,605 470,225
Share based payments 226,525 187,719 442,708
PPP loan forgiveness - (1,869,800) (1,869,800)
Interest paid 466,225 341,612 969,130
Interest received (21,851) (26,043) (51,092)
Operating cash flows before movements in working capital 6,166,866 5,590,134 9,992,279
Increase in inventories (58,504) (196,243) (232,427)
Increase in trade and other receivables (4,055,364) (2,806,532) (1,924,070)
Increase/(Decrease) in trade and other payables 509,562 (226,127) (684,618)
Cash generated by operations 2,562,560 2,361,232 7,151,164
Income taxes (60,046) (4,724) (1,021,648)
Net cash generated from operating activities 2,502,514 2,356,508 6,129,516
Cash flows from investing activities
Purchase of plant and equipment (649,120) (389,784) (517,707)
Purchase of intangibles (1,165,452) (142,890) (2,078,559)
Acquisition of subsidiaries (3,850,000) - (979,782)
Reacquisition of Franchises (1,400,000) (1,551,999) (5,239,558)
Interest received 21,851 26,043 51,092
Net cash used in investing activities (7,042,720) (2,058,631) (8,764,514)
Cash flows from financing activities
Issue of ordinary share capital - 20 21,291
Premium on issue of ordinary share capital - 59,224 22,185,641
Share buy-back (60,652) (282,736) (466,551)
Sale of treasury shares - 545,389 559,469
Options exercised - 38,928 714,950
Dividend paid (37,812) - -
Interest paid (466,225) (341,612) (969,130)
Proceeds from borrowings 10,057,373 3,200,000 3,200,000
Repayment of borrowings (1,778,343) (879,733) (1,827,765)
Repayment of notes (4,309,447) (1,610,167) (2,350,676)
Repayment of lease liabilities (759,815) (686,881) (1,448,594)
Net cash generated by/(used in) financing activities 2,645,079 42,431 19,618,635
Net (decrease)/increase in cash and cash equivalents 16,983,637
(1,895,128) 340,308
Cash and cash equivalents at the beginning of period 6,818,715
23,802,352 6,818,715
Cash and cash equivalents at end of period 21,907,224 7,159,023 23,802,352
Notes to the Interim Consolidated Financial Information
for the six months ended 30 June 2022
1 General information
The Group is a leading provider of minimally-invasive leak detection and
remediation services and products for water and wastewater infrastructure. The
Group's strategy is to be a provider of "end-to-end" solutions - a "one-stop
shop" for residential, commercial and municipal customers.
Water Intelligence plc is a public limited company domiciled in the United
Kingdom and incorporated under registered number 03923150 in England and
Wales. Its registered office is 27-28 Eastcastle Street, London, W1W 8DH.
2 Significant accounting policies
Basis of preparation and changes to the Group's accounting policies
The accounting policies adopted in the preparation of the interim consolidated
financial information are consistent with those of the preparation of the
Group's annual consolidated financial statements for the year ended 31
December 2021.
This interim consolidated financial information for the six months ended 30
June 2022 has been prepared in accordance with IAS 34, "Interim financial
reporting". This interim consolidated financial information is not the Group's
statutory financial statements and should be read in conjunction with the
annual financial statements for the year ended 31 December 2021, which have
been prepared in accordance with International Financial Reporting Standards
(IFRS) and have been delivered to the Registrar of Companies. The auditors
have reported on those accounts; their report was unqualified, did not include
references to any matters to which the auditors drew attention by way of
emphasis of matter without qualifying their report and did not contain
statements under section 498(2) or (3) of the Companies Act 2006.
The interim consolidated financial information for the six months ended 30
June 2022 is unaudited. In the opinion of the Directors, the interim
consolidated financial information presents fairly the financial position, and
results from operations and cash flows for the period. Comparative numbers for
the six months ended 30 June 2021 are unaudited.
This interim consolidated financial information is presented in US Dollars
($), rounded to the nearest dollar.
Foreign currencies
(i) Functional and presentational currency
Items included in this interim consolidated financial information are measured
using the currency of the primary economic environment in which each entity
operates ("the functional currency") which is considered by the Directors to
be the Pounds Sterling (£) for the Parent Company and US Dollars ($) for
American Leak Detection Holding Corp. This interim consolidated financial
information has been presented in US Dollars which represents the dominant
economic environment in which the Group operates and is considered to be the
functional currency of the Group. The effective exchange rate at 30 June 2022
was £1 = US$ 1.2161 (30 June 2021: £1 = US$ 1.3851).
Critical accounting estimates and judgments
The preparation of interim consolidated financial information requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities and the reported amounts of income and expenses during the
reporting period. Although these estimates are based on management's best
knowledge of current events and actions, the resulting accounting estimates
will, by definition, seldom equal the related actual results.
In preparing this interim consolidated financial information, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 31 December 2021.
3 Significant events and transactions
On 7 April 2022, the Group announced the expansion of its acquisition line of
credit to include an additional $15 million for further acquisitions of its
franchises and $2 million for a working capital line of credit. As part of the
facility, the Group entered into swap arrangements that maintain a fixed
interest rate of approximately 5.5% on amounts drawn under the facility and
are amortised over a term of five years. The blended fixed interest rate for
our various credit facilities is approximately 4.9%. The covenants and
guarantee requirements for the new facility remain the same all other credit
facilities with People's Bank, now operating post-acquisition as part of
M&T Bank.
As detailed in Footnote 7 - "Reacquisition of franchisee territories and other
acquisitions" the Group reacquired the following franchises and 3(rd) party
companies: Franchises - Fort Worth, Texas (1 January 2022); Central Texas (1
May 2022); Shanahan Plumbing (1 May 2022). The Group also sold additional
territory to a franchisee.
4 Segmental information
In the opinion of the Directors, the operations of the Group currently
comprise four operating segments: (i) franchise royalty income, (ii)
franchise-related activities including sale of franchise territory,
business-to-business sales and product and equipment sales, (iii) US
corporate-operated locations led by the Group's U.S.-based American Leak
Detection subsidiary and (iv) international corporate locations led by the
Group's UK-based Water Intelligence International subsidiary.
The Group mainly operates in the US, with operations in the UK, Canada and
Australia. In the six months to 30 June 2022, 89.8% (1H 2021: 88.6%) of its
revenue came from the US-based operations; the remaining 10.2% (1H 2021:
11.4%) of its revenue came from its international corporate operated
locations.
No single customer accounts for more than 10% of the Group's total external
revenue.
The Group adopted IFRS 8 Operating Segments with effect from 1 July 2008. IFRS
8 requires operating segments to be identified on the basis of internal
reports about components of the Group.
Information reported to the Group's Chief Operating Decision Maker (being the
Executive Chairman), for the purpose of resource allocation and assessment of
division performance is separated into four income generating segments that
serve as key performance indicators (KPI's):
- Franchise royalty income;
- Franchise-related activities (including sale of franchise
territory, product and equipment sales and Business-to-Business sales);
- US corporate operated locations; and
- International corporate operated locations.
Items that do not fall into the four segments have been categorised as
unallocated head office costs and non-core costs which largely reflect
transaction costs associated with the Group's acquisition strategy.
The following is an analysis of the Group's revenues, results from operations
and assets:
Revenue Six months ended Six months ended Year ended
30 June 2022 30 June 2021 31 December
2021
$ $ $
Unaudited Unaudited Audited
Franchise royalty income 3,574,855 3,679 450 6,803,489
Franchise related activities 5,154,080 4,926,435 9,769,657
US corporate operated locations 23,267,410 13,272,353 31,861,087
International corporate operated locations 3,587,113 2,820,487 6,109,175
Total 35,583,457 24,698,724 54,543,408
Profit before tax Six months Six months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
$ $ $
Unaudited Unaudited Audited
Franchise royalty income 963,463 1,251,346 1,808,730
Franchise related activities 497,801 422,375 805,171
US corporate operated locations 4,462,386 3,058,470 6,007,153
International corporate operated locations 39,007 191,288 315,740
Unallocated head office costs (2,035,594) (1,050,697) (2,927,132)
PPP loan forgiveness - 1,869,800 1,869,800
Non-core costs (420,000) (12,626) (323,423)
Total 3,507,063 5,729,956 7,556,039
As previously noted, the gain on PPP loan forgiveness was a one-time
extraordinary item related to the Covid pandemic. Under IFRS guidelines, we
were required to present this as a one-time gain in profit before tax.
However, this gain is not reflective of our underlying operating results, and
as such has been excluded from our period over period analysis.
Assets Six months Six months Year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
$ $ $
Unaudited Unaudited Audited
Franchise royalty income 28,132,461 12,896,040 27,869,663
Franchise related activities 2,725,813 2,476,084 2,452,933
US corporate operated locations 48,408,920 40,492,132 43,050,953
International corporate operated locations 16,455,139 7,849,792 9,993,906
Total 95,722,334 63,714,048 83,367,455
Geographic Information
The Group has two wholly-owned subsidiaries - American Leak Detection (ALD)
and Water Intelligence International (WII). Operating activities are
captured as both franchise-executed operations and corporate-executed
operations. ALD has both US franchises and corporate-operated locations.
It also has international franchises, principally located in Australia and
Canada. Operations focus on residential and commercial water leak detection
and remediation with some municipal activities. By comparison, WII has only
corporate operations located outside the United States. These WII
international operations are principally municipal activities with some
residential leak detection and remediation. As noted herein, the Group's
vision is to become a multinational growth company and a "One Stop Shop" for
residential, commercial and municipal solutions to water and wastewater
infrastructure problems.
Total Revenue
Six months ended 30 June 2022 Year ended 31 December 2021
Unaudited Audited
US International Total US International Total
$ $ $ $ $ $
Franchise royalty income 3,525,982 48,872 3,574,855 6,698,729 104,760 6,803,489
Franchise related activities 5,154,080 - 5,154,080 9,769,657 - 9,769,657
US corporate operated locations 23,267,410 - 23,267,410 31,861,087 - 31,861,087
International corporate operated locations - 3,587,113 3,587,113 - 6,109,175 6,109,175
Total 31,947,472 3,635,985 35,583,457 48,329,473 6,213,935 54,543,408
5 Earnings per share
The earnings per share has been calculated using the profit for the period and
the weighted average number of Ordinary shares outstanding during the period
as follows:
Six months ended Six months ended Year ended
31 December 2021
30 June 2022 30 June 2021
Unaudited Unaudited Audited
Earnings attributable to shareholders ($)
2,407,239 4,452,586 5,764,952
Weighted average number of ordinary shares 17,361,439 15,473,540 15,972,588
Diluted weighted average number of ordinary shares 18,463,573 16,587,603 17,286,616
Earnings per share (cents) 13.9 28.8 36.1
Diluted earnings per share (cents) 13.0 26.8 33.3
Adjusting for the exclusion of the one-time PPP loan forgiveness has the
following effect:
Earnings per share (cents) - (12.1) (11.7)
Adjusted Earnings per share (cents) 13.9 16.7 24.4
Diluted earnings per share (cents) - (11.3) (10.8)
Adjusted Diluted earnings per share (cents) 13.0 15.6 22.5
Earnings per share are computed based on Ordinary shares. There is a class
of B Ordinary Shares that are not admitted to trading.
6 Share capital
The issued share capital at the end of the period was as follows:
Group & Company
Ordinary Shares held in treasury Number
Shares of 1p each
Number Total Number
At 30 June 2022 17,366,688 56,500 17,423,188
At 30 June 2021 15,492,443 36,500 15,528,943
At 31 December 2021 17,366,688 51,000 17,417,688
On 1 May 2022 in connection with the acquisition of Shanahan Plumbing, the
vendor, was granted options to purchase 20,000 New Ordinary Shares at a price
of $8.95. These options have a four-year vesting requirement.
On 30 June 2022, in connection with employee grants, certain employees
received options to purchase 152,000 New Ordinary Shares at a price of $12.50
per share. These options have a four-year vesting requirement.
The net number of options including the new grants and leavers from the Group
at 30 June 2022 is 2,375,000.
Group & Company Share Capital Share Premium Shares In Treasury
$ $ $
At 30 June 2022 142,260 35,252,633 (529,077)
At 30 June 2021 116,606 12,395,783 (284,611)
At 31 December 2021 142,260 35,252,633 (468,427)
Reverse acquisition reserve
The reverse acquisition reserve was created in accordance with IFRS3 Business
Combinations and relates to the reverse acquisition of Qonnectis Plc by ALDHC
in July 2010. Although these Consolidated Financial Statements have been
issued in the name of the legal parent, Water Intelligence plc, it represents
in substance is a continuation of the financial information of the legal
subsidiary ALDHC. A reverse acquisition reserve was created in 2010 to enable
the presentation of a consolidated statement of financial position which
combines the equity structure of the legal parent with the reserves of the
legal subsidiary. Qonnectis Plc was renamed Water Intelligence Plc on
completion of the reverse acquisition on 29 July 2010.
7 Reacquisition of franchisee territories and other acquisitions in the
period
On 19 January 2022, the Group announced the reacquisition of its Fort Worth,
Texas franchise territory within the Group's ALD franchise business. The
Fort Worth operation is fast-growing and expected to accelerate further by
adding new service locations in north and west Texas during 2022. Moreover,
this reacquisition reinforces the Group's strategy of establishing regional
corporate hubs in the US that have scale to fuel growth in nearby corporate
and franchise locations. The purchase price of $7.7 million in cash is to be
paid over three years. The purchase price is based on 2021 pro forma of $3.6
million in revenue and $1.2 million in profit before tax.
On 26 January 2022, the Group announced the sale of certain territory in rural
North Carolina to an existing, fast-growing franchisee of American Leak
Detection (ALD). The purchase price for the territory is $90,000, all of
which is recognised as revenue at 100% profit margin. It is also expected that
the franchise owner will be purchasing additional equipment from ALD to launch
service vehicles to develop the territory. Finally, the commercialization of
such "greenfield" territory will also add royalty income to the Group's ALD
business unit during 2022.
Effective 1 May 2022, the Group acquired Shanahan Plumbing LLC, a plumbing
company with operations in both Connecticut and New York ("Acquisition").
The Acquisition builds upon the Group's growing American Leak Detection
("ALD") operations in Connecticut and New York and enables customers to be
offered a full range of leak detection and repair solutions. The purchase
price of $1 million is based on Shanahan Plumbing's 2021 Statement of Income
of $1.9 million in revenue and $0.2 million in adjusted profit before tax.
On 12 May 2022, the Group announced the reacquisition of its American Leak
Detection Central Texas franchise. The franchise includes the cities of
Abilene, Lubbock and Midland which are west of recently launched
corporate-operated locations of Fort Worth (via franchise acquisition) and
Wichita Falls (greenfield). The purchase price of $0.75 million in cash is
based on the franchise's 2021 Statement of Income of $0.65 million in revenue
and $0.21 million in profit before tax.
8 Publication of announcement and the Interim Results
A copy of this announcement will be available at Water Intelligence plc's
registered office (27-28 Eastcastle Street, London, W1W 8DH) from the date of
this announcement and on its website - www.waterintelligence.co.uk
(http://www.waterintelligence.co.uk) . This announcement is not being sent to
shareholders.
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