2018 Preliminary Results

RNS Number : 1404U

Inspired Energy PLC

27 March 2019

 

27 March 2019

Inspired Energy plc

("Inspired" or the "Group")

Preliminary Results for the year ended 31 December 2018

Inspired (AIM: INSE), a leading UK energy procurement consultant to UK and Irish corporates, announces record preliminary results for the year ended 31 December 2018.

HIGHLIGHTS

Financial Highlights	2018	2017 Restated1	Movement
Revenue	£32.69m	£26.36m	24%
Gross Profit	£27.67m	£21.76m	27%
Adjusted EBITDA2	£13.75m	£10.44m	32%
Adjusted Profit Before Tax3	£11.38m	£8.40m	35%
Profit Before Tax	£4.20m	£2.99m	40%
Cash Generated From Operations	£10.01m	£6.45m	55%
Adjusted Diluted EPS4	1.61p	1.29p	25%
Diluted Basic EPS	0.53p	0.37p	43%
Net Debt	£23.54m	£14.79m	59%
Full Year Dividend Per Share	0.65p	0.55p	18%
Corporate Order Book	£53.00m	£39.00m	36%

Operational Highlights

·      Record revenues delivered by the Corporate Division, growing 34% to £27.3m (2017: £20.4m), contributing 84% of Group revenue for the period (2017: 77%). 8% of the Corporate Division revenue growth in the year was organic (2017: 6%).

·      Corporate Division contributed Adjusted EBITDA of £13.8m, an increase of 43% (2017: £9.6m).

·      Corporate Order Book increased 36% to £53.0m (2017: £39.0m) with strong customer retention and robust performance from significant new customer wins.

·      The Corporate Order Book provides 12 months secured revenue of £26.0m (2017: £18.6m) for the Corporate Division entering 2019.

·      Excellent cash performance with cash generated from operations up 55% to £10.0m (2017: £6.5m), further enhancing cash conversion metrics of the Group.

·      SME Division generated EBITDA of £2.4m (2017: £2.5m) with EBITDA margins increasing to 45% (2017: 41%) following streamlining of the division.

·      Completed the restructuring of the Corporate service offering by client category under a unified "Inspired" brand, which the Board believes creates a more streamlined platform to deliver organic and acquisitive growth.

·      Launch of three-year capital investment programme to raise the level of digitisation in the energy markets to ensure clients services and solutions evolve to meet future market needs over the next 3 to 5 years

Acquisition Highlights

Completion of five strategic acquisitions in 2018, further enhancing growth opportunities and client service offering:

·      Acquisition of Inprova Finance Limited ("Inprova") for a consideration of £19.5m, funded by a £19.0m placing, completed in December 2018. In the financial year ended 30 June 2018 (being the accounting period prior to acquisition), Inprova generated revenues of £7.8m and EBITDA of £2.9m.

·      Acquisition of Inprova increased the Corporate Order Book and will provide a material contribution to Group revenues from the Corporate Division in 2019, increasing the Corporate market share and significantly strengthening the Group's position as market leader in the UK.

·      Integration of Inprova has started well and is in line with management's expectations.

·      Integration of Squareone Limited and Professional Cost Management Group Limited, acquired in August and September 2018 respectively, is progressing well.

·     SystemsLink 2000 Limited ("SystemsLink") and Energy Cost Management Limited, both acquired in March 2018, are now fully integrated into the Group.

Board Transition

·      Matthew Thornton today steps down as Non-Executive Director and has entered into an orderly market agreement in relation to his holding expiring 31 March 2020.

·      The Board is now composed of two Executive Directors, supported by a Non-Executive Chairman and two Independent Non-Executive Directors.

Mark Dickinson, CEO of Inspired, commented on the results: "We are delighted to deliver such a strong set of results for 2018. We accelerated our next growth phase with five complementary and value-enhancing acquisitions, whilst continuing to deliver sustained organic growth in the Corporate Division.

Our acquisitions have further broadened our service offering and materially increased the level of the Group's client meters under management. We continue to systematically engage with clients to quantify cross-selling opportunities and increase the accessible revenue at each meter point.

"Ensuring we continue to evolve our services for our clients is a key focus for the business, simultaneously broadening the service offering we provide and optimising the value of every pound our clients spend on utilities, so that they can focus on running their businesses.

"Following an excellent 2018, we have had an encouraging start to 2019 and I am confident that the team will deliver another year of significant growth."

Note

1.     The Group's 2017 comparative financials restated to revise the date from which Horizon Energy Group Limited ("Horizon") was consolidated. This timing adjustment does not change the cash position of the Group, the 2018 results or future forecasts of the Group. See Updates to Accounting Policies within the Chief Executive Officer's Statement.

2.     Adjusted EBITDA is earnings before interest, taxation, depreciation and amortisation, excluding exceptional items and share-based payments.

3.     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 unwinding of contingent consideration and foreign exchange variances (a reconciliation of this can be found in note 6 of the preliminary statements).

4.     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 unwinding of contingent consideration and foreign exchange variances.

For further information, please contact:   

Inspired Energy plc Mark Dickinson (Chief Executive Officer) Paul Connor (Finance Director)	www.inspiredplc.co.uk [phone]
Shore Capital (Nominated Adviser and Joint Broker) Dru Danford Edward Mansfield James Thomas	[phone]
Peel Hunt LLP (Joint Broker) Mike Bell Sam Cann	[phone]
Gable Communications Justine James John Bick	[phone] [phone] [e-mail]

CHAIRMAN'S STATEMENT

I am delighted to report another record year for Inspired in 2018 in which the Group completed five complementary and value-enhancing acquisitions, including the completion of a £19.0m placing in December. In addition, the Group continued to deliver sustained organic growth in the core Corporate Division, delivering results in line with management's expectations.

We have today completed the transition of the Board composition to two Executive Directors, supported by a Non-Executive Chairman and two Non-Executive Directors, with the appointment of Gordon Oliver as an independent non-executive in January 2018 and the resignation of Matthew Thornton who is today stepping down as Non-Executive Director. On behalf of all shareholders and the Board, I would like to thank Matthew for his years of dedication to the Group since its founding over 18 years ago. Matthew was a member of the Board on the IPO of the business on AIM in 2011 and has been an intrinsic part of the Group's success to date.

The strong financial performance and the strategic initiatives delivered during the period provide an excellent platform for continued organic and acquisitive growth, further establishing Inspired's market leading position as a third-party intermediary ("TPI") in the Industrial & Commercial ("I&C") sector.

The Board was pleased to announce the grant of awards under the Long-Term Incentive Plan ("LTIP") for the benefit of the Senior Management Team ("SMT") in May. The structure of the LTIP tracks the award to the Executive Directors in July 2017, albeit for an extended period to FY2023. The SMT is comprised of key senior directors of the Group, who are important to the long-term success and value of the Company, and the Board believes that the Group will continue to benefit from their drive and energy in the future.

The financial results highlight continued organic growth in our core Corporate Division, which has been achieved whilst also executing the Group's acquisition strategy and completing the restructuring of the service offering within the Corporate Division by client category under a unified "Inspired " brand. The Board believes this client category led structure positions the Corporate Division with the best platform to facilitate future organic and acquisitive growth.

Contribution from the 2017 and 2018 acquisitions, in conjunction with sustained organic growth, increased Corporate Division revenue to £27.3m (2017: £20.4m), an increase of 34% and representing 84% of Group revenue. The contribution from the Corporate Division to Group revenues is anticipated to increase further in 2019, with further organic growth expected together with a full year contribution from Inprova. The restructuring of the service offering in the Corporate Division has assisted in increasing the focus on driving organic growth which continues to be a primary objective of the Board.

Organic growth is calculated by reference to revenue growth of the Group, excluding current year acquisitions and taking into account the growth of previously acquired business from the last financial year prior to their acquisition by the Group. The Board are pleased to note that organic revenues in the Corporate Division grew by 8% in the period (2017: 6%). Adjusted EBITDA for the Corporate Division for the period was £13.8m (2017: £9.6m). This growth underpins the strong fundamentals of the Board's stated strategy to focus on growing the Corporate Division both organically and through further acquisitions.

The Corporate Order Book has increased to £53.0m as at 31 December 2018 (2017: £39.0m), representing a year on year increase of 36% and providing 12 months secured revenue of £26.0m (2017: £18.6m) for the Corporate Division entering 2019. This remains a consistent guide to the future performance of the Group, providing strong visibility of revenues for FY2019 and the next three years, enabling the Board to look forward with great confidence over the short to medium term.

The acquisition of Inprova in December was a significant milestone in the development of the Group, both strategically and financially, and the Board is pleased to report that its integration has started well. The five acquisitions completed in 2018 reinforce the focus of the Group delivering on its well-established acquisition strategy, being complementary to the Corporate Division, broadening the service offering and customer base of the Group and increasingly enabling the Group to benefit from operational leverage.

In the first half of 2018, the Board took the decision to streamline the focus of the SME Division and discontinue the non-profit generating revenue streams, including the affiliate channel. This has shown to be a prudent decision as although revenue for the SME Division for the year was down 10% at £5.4m (2017: £6.0m), margins have improved and the EBITDA contribution was maintained, such that the SME Division has continued to contribute strong profits and cash during 2018. Adjusted EBITDA generated by the division was stable at £2.43m (2017: £2.45m).

Accordingly, the Board is pleased to propose a final dividend of 0.46 pence (2017: 0.39 pence), subject to shareholder approval at the AGM in June, resulting in a full year dividend of 0.65 pence per share, an 18% increase (2017: 0.55 pence). The dividend increase in the year is a demonstration of the Board's confidence in the future for the enlarged Group.

Inspired had an excellent 2018 and I am confident that 2019 will be another year of significant progress for the Group with trading in the year so far in line with expectations.

Mike Fletcher

Chairman

27 March 2019

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

Following the Group's achievements in 2018 we have carried that momentum into 2019. Ensuring we maintain a market leading position for our clients is key as we drive the business forward combined with broadening our service offering through strategic acquisitions in order to enhance the service we provide.

The five acquisitions completed in 2018 underpin this strategy. With each acquisition complementing and broadening the service we provide our Corporate clients as well as increasing our client base. The Board remains focused on delivering continued organic growth and strives to maintain and build on the excellent performance of the Group for the year ahead.

Having established a strong and scalable platform for expansion, we have a clear strategy that will enable us to continue to build on the growth of the Group. We achieve this through four primary service lines:

1)   Procurement: supporting clients with the selection of the best energy supply contracts

2)   Energy Accounting: supporting clients with the validation of their energy invoices and accounting processes

3)   Compliance: supporting clients with their compliance obligations with respect to energy and environmental reporting

4)   Optimisation Services: supporting clients to increase the effectiveness of their energy consumption

As the largest energy procurement consultant in the UK, we continue to benefit from a highly fragmented market with attractive dynamics for acquisitive growth which we expect to continue during FY2019, with a particular focus on businesses that complement our existing services and increase our market share in the Optimisation Services space.

Our organic growth engine is targeted to deliver 6% to 8% organic revenue growth per annum and is driven by focusing on three primary Key Performance Indicators.  During FY2018 we have achieved the following:

1)   Units of Opportunity: The number of meters in the market place, owned by clients with whom we have a transactional relationship, increased from c.100,000 to 350,000 during FY2018 (250% increase)

2)   Meters Under Management: the number of meters (Unit of Opportunity) covered by our core services of Energy Procurement and Energy Accounting in the UK increased from c.75,000 to 129,000 during FY2018 (72% increase)

3)  White Space Bank: the quantified value of cross selling our broader Compliance and Optimisation Services to existing Meters Under Management clients is currently identified at c. £13m of annual revenue.

As set out above, significant progress has been made in 2018, particularly in expanding our Units of Opportunity through the acquisitions of SystemsLink and Inprova. The acquisitions of ECM and PCMG have created a more robust platform for the Optimisation Services offering and the Board continues to actively review and assess organic and acquisitive opportunities for further growth in this area, as the business continues to evolve as a leading player in the sector.

As with any business, the effectiveness of the organic growth engine and the ability of the business to improve its services to clients requires systematic investment to increase the quality of the client experience.

Whilst the business continues to deliver excellent year on year performance the energy markets are a notable laggard in their adoption of technology. The Board is cognisant that it is not just important to deliver results today, but also to ensure the business platform is robust and capable of supporting such growth in the medium-term (3 to 5 years). 

To this end, FY2019 will see the launch of a capital investment programme which will run for the next three years.  The programme has been designed to ensure that the services received by our customers in 2022 and beyond are underpinned by the same level of technological excellence as comparable products in areas such as telecoms and financial services. The Board believes that this level of investment is unrivalled in the sector and continues to demonstrate our commitment to adding value to clients by ensuring our services remain state of the art and relevant to our clients evolving needs.

Corporate Division

Overview

The Corporate Division's core services now operate under a unified "Inspired" brand and it currently provides the review, analysis, negotiation and energy accounting for gas and electricity contracts with the service offering segmented into four broad categories of customer focus being:

·      Energy intensive

·      Commercial/estate intensive

·      Public services

·      Corporate

The Group continues to develop its product suite to meet the individual energy management requirements of clients following the key themes we focus on in order to simplify, verify, protect, inform and optimise. The Group's current focus is on the following strategic areas:

Optimisation Services: Expansion of our Optimisation Services Division to match client needs which are becoming increasingly sophisticated with respect to monitoring, targeting and efficiency.

Software Solutions: Further developing the Software Services Division to provide software solutions across the energy value chain. SystemsLink, acquired in March 2018, is central to the development of the Group's software solutions.

Research and Development: Continuing to develop the 'Inspired Incubator' to allow Inspired to support early stage energy and utility solutions which have the potential to add value to energy consumers in the future.

Corporate Division Financial Highlights

Highlights in the year include:

·       Revenue increased 34% to £27.3m (2017: £20.4m), including 8% organic revenue growth (2017: 6%).

·       The Corporate Division generated adjusted EBITDA of £13.8m (2017: £9.6m), a 43% year on year increase.

·       Corporate Order Book increased by 36% to £53.0m as at 31 December 2018 (FY2017: £39.0m).

The Corporate Order Book is defined as the aggregate revenue expected by the Group in respect of signed contracts between an Inspired client and an energy supplier, or Inspired and a client in the instance of direct client fees, for the remainder of such contracts (where the contract is live) or for the duration of such contracts (where the contract has yet to commence). No value is ascribed to expected retentions of contracts.

The Corporate Order Book only relates to the Corporate Division, and does not include any SME revenue or contracts within it. The growth of the Corporate Order Book provides an indicator of the latent growth of the business which has yet to be recognised as revenue of the Group.

SME Division

Within the SME Division, the Group's energy consultants contact prospective SME clients to offer price comparison services and contract arrangement service based on the unique situation of the customer.

The division continues to mature, with management focusing on margin and cash generation to support the Group's continued growth. In the first half of 2018, the Board took the decision to streamline the focus of the division and discontinue the non-profit generating revenue streams, including the affiliate channel. As a result of the reorganisation of the division, whilst revenue for the SME Division in the year was down 10% at £5.4m (2017: £6.0m), it continued to contribute strong profits and cash in the period, delivering stable adjusted EBITDA of £2.43m (2017: £2.45m), with increased margins enabling the division to continue to contribute materially to the cash generation of the Group.

The SME Division has now been structured to focus on the provision of complementary services that add value to SME consumers which is expected during 2019 to include proof of concept expansion into Merchant Services, Insurance and Telecoms.

Acquisition Strategy

The Board continues to evaluate opportunities for the Group to participate in further industry consolidation. With a strong focus on building an enlarged and improved business, as demonstrated by the acquisitions to date, we believe that potential targets should offer one or more of the following criteria:

·       Additional technical and/or service capability increasing our Accessible Revenue;

·       Sector specialism and diversification increasing our Accessible Revenue;

·       Increased geographic footprint building our Units of Opportunity;

·       Increased number of meter points we have a commercial relationship with building our Units of Opportunity; and

·       Significant opportunities for sales or cost synergies to generate further economies of scale.

The Board continues to explore acquisition opportunities which fit with the Group's strategy in order to augment the Group's services, products or markets.

Alternative performance measures

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.

Exceptional costs/(items)

Exceptional costs of £2.7m (2017: £2.1m) have been incurred in the year, which primarily relate to fees associated with the five acquisitions in the year, the Board transition, the restructuring associated with the integration of the Corporate Division from trading subsidiaries to a customer focused structure and the change in the fair value of contingent consideration. Exceptional costs/(items) also includes a gain on revaluation of contingent consideration of £970,000 in relation to the acquisition of Horizon in July 2017. The final aggregate consideration paid for Horizon was £12.7m, with Horizon contributing £4.2m and £2.6m to Group revenues and EBITDA respectively in 2018, equating to a multiple of 4.9x EBITDA. These costs are considered by the Directors to be neither material in nature or non-recurring and therefore require separate identification to give a true and fair view of the Group's result for the period.
 

Updates to Accounting Policies

IFRS 15 - Revenue from Contracts with Customers

A key financial focus of the Group since IPO in 2011 remains to deliver a prudent set of financial statements, with an important focus on achieving a close alignment of revenues and cash, whilst adopting all appropriate accounting standards.

The financial statements reported for the year ended 31 December 2018 is the first year in which the Group have adopted the new revenue recognition accounting standard, IFRS15. In preparation for adopting the standard, management have completed an extensive review of their revenue recognition policies in all divisions of the Group.

The 2018 results herein adopt IFRS15, the impact of which is a £0.4m increase in revenue in 2018. As outlined in the interim statement, the adoption of IRFS15 has not had a significant impact on the Group's financial statements, and therefore future forecasts of the Group remain unchanged. The impact in 2017, an increase of £0.2m in revenue, has been adjusted through reserves.

IFRS 16 - Leases

The Group is currently undertaking a review of the leases in place, and assessing the impact of adopting IFRS16. Although the review remains ongoing, management currently expect the impact of adopting IFR16 on the Group financial statements for the year ending 31 December 2019 to be minimal.

Accounting for Acquisitions

We have restated the Group's 2017 comparative financials to revise the date from which we consolidated Horizon. In the financial statements for the year ended 31 December 2017, we consolidated Horizon from 31 March 2017 (the "Locked Box Date"), which was the date the economic benefits and risks of the trading of Horizon accrued to the Group. However, management have re-considered the relevant accounting rules and deemed Horizon should have been consolidated from legal completion of the acquisition being the 17 July 2017. All FY2018 acquisitions have been consolidated from the legal completion date.

This timing adjustment does not change the cash position of the Group, the 2018 results or future forecasts of the Group. The Group still retains the cash generated from operations from the Locked Box Date and the FY2017 impact is set out in note 1.2.

Cash and Borrowings

As at 31 December 2018, the Group had a cash balance of £2.2m and outstanding balances on its senior term debt facilities of £25.7m with a resulting net debt of £23.5m. Net debt increased by £8.8m during the period under review. The increase in net debt reflects a year in which the cash generation of the Group was offset by the payment of £6.6m of initial cash consideration (excluding placing proceeds) to the vendors of SystemsLink, ECM, Squareone, PCMG and Inprova and £3.6m of deferred cash consideration to the vendors of Informed and Horizon.

In July 2017, the Group entered into a facility agreement ("Facility") with Santander UK plc ("Santander"). The Facility incorporates a £29.6m and €7.0m term loan. £6.3m and €7.0m of the term facilities ("Tranche A and B") amortise over a period of five years. £8.3m ("Tranche C") along with the £15m balance (described further below) is repayable by way of a bullet repayment on 19 October 2022. The Facility has an interest rate of 2.75% over LIBOR in respect of Tranches A and B and 3.00% over LIBOR in respect of Tranche C. There are no ongoing monitoring fees.

The Group also entered into a revolving credit facility (RCF) with Santander, for the sum of £2.5m, to be used for the purposes of satisfying future working capital requirements and an acquisition facility of up to £12.5m to fund future Group acquisitions ("Acquisition Facility"). The Acquisition Facility can be drawn on the same commercial terms as the Facility at the election of the Group and subject to bank approval of any proposed acquisition. The RCF has an interest rate of 2.75% over LIBOR, and the Acquisition Facility has an interest rate of 3.25% over LIBOR. There are no ongoing monitoring fees.

As at 31 December 2018, the Acquisition Facility and the RCF had £5.5m and £1.9m drawn respectively and therefore had £7.0m and £0.6m undrawn respectively

Capital repayments of £1.3m per annum are made on Tranche A, and the Group commenced capital repayments on Tranche B of the Facility from September 2018, of £1.6m per annum.

Dividends

The Board is delighted to propose a final dividend of 0.46 pence per share, subject to shareholder approval at the annual general meeting of the Group. Following the payment of an interim dividend of 0.19 pence per share, the total dividend payable for the year ended 31 December 2018 is 0.65 pence per share (2017: 0.55 pence per share) representing an increase of 18% in respect of the previous year. The continuing trend of improvement in cash generation of the Group, supports our progressive Dividend policy applied.

The dividend will be payable on 25 July 2019 to all shareholders on the register on 14 June 2019 and the shares will go ex-dividend on 13 June 2019.

Focus on our people

We firmly believe that investment in staff development and welfare builds a stronger business and we are committed to continuing to make appropriate investment in order to further develop our team and our environment. The Board was pleased to announce the grant of awards under the LTIP the benefit of the SMT in May.

The structure of the LTIP tracks the award to the Executive Directors in July 2017, albeit for an extended period to FY2023. The Board believes it is crucial to retain and incentivise its senior management to enable the Board to deliver long-term value creation for shareholders and the Board believes that the Group will continue to benefit from their drive and energy in the future.

In addition, the Group continues to support its employees through professional qualifications and work-based learning. National Vocational Qualifications (NVQs) continue to be a great success. Finally, a number of staff are undertaking professional qualifications, including ACCA/AAT qualifications, to support their development within the business.

Throughout the year, the directors of the Group provide guidance and mentor employees, engaging in consultation with them to ensure that their views are heard and considered.

Outlook

The momentum created in 2018 has continued into Q1 2019, with the integration of our five acquisitions broadening our service offering and materially increasing the Group's client meters under management (units of opportunity). We will continue to systematically engage with clients to quantify cross-selling opportunities and increase the accessible revenue at each meter point across our growing number of clients throughout the UK and Ireland.

Ensuring we maintain a market leading position for our clients is key as we drive the business forward combined with continually refining our service offering in order to optimise the service we provide.

Our sector remains fragmented, highlighted by the five acquisitions completed in 2018 alone and there is significant scope for growth, as we continue to strengthen our Corporate Division and demonstrate the significant benefit we can provide clients optimising the value of every pound spent on utilities.

We value our team and the 2018 results are testament to their commitment and hard work which shows no sign of abating as we increase momentum across the Group.  We are very encouraged by developments in the first quarter and look forward to another year of sustainable growth in line with market expectations. 

Mark Dickinson

Chief Executive Officer

27 March 2019

 

Group statement of comprehensive income

For the year ended 31 December 2018

				2018	2017 Restated
		Note		£'000	£'000
Revenue				32,692	26,356
Cost of sales				(5,018)	(4,596)
Gross profit				27,674	21,760
Administrative expenses				(22,171)	(17,819)
Operating profit				5,503	3,941
Analysed as:
Earnings before exceptional costs/(items), depreciation, amortisation and share-based payments costs				13,752	10,442
Exceptional costs/(items)		3		(2,704)	(2,117)
Depreciation		7		(569)	(495)
Amortisation of acquired intangible assets		8		(3,749)	(2,565)
Amortisation of internally generated intangible assets		8		(756)	(732)
Share-based payment costs				(471)	(592)
				5,503	3,941
Finance expenditure		4		(1,380)	(955)
Other financial items				76	5
Profit before income tax				4,199	2,991
Income tax expense		5		(960)	(958)
Profit for the year				3,239	2,033
Other comprehensive income:
Exchange differences on translation of foreign operations				112	210
Total other comprehensive income for the year				112	210
Total comprehensive income from continuing operations				3,351	2,243
Attributable to:
Equity owners of the company				3,351	2,243
Basic earnings per share attributable to the equity holders of the company (pence)		6		0.55	0.39
Diluted earnings per share attributable to the equity holders of the company (pence)		6		0.53	0.37
Adjusted basic earnings per share attributable to the equity holders of the company (pence)		6		1.68	1.33
Adjusted diluted earnings per share attributable to the equity holders of the company (pence)		6		1.61	1.29

Group Statement of Financial Position

At 31 December 2018

		2018	2017 Restated
	Note	£'000	£'000
ASSETS
Non-current assets
Goodwill	8	44,366	22,190
Other intangible assets		14,978	11,662
Property, plant and equipment	7	2,083	1,407
Non-current assets		61,427	35,259
Current assets
Trade and other receivables	9	21,906	15,877
Cash and cash equivalents		2,190	5,183
Current assets		24,096	21,060
Total assets		85,523	56,319
LIABILITIES
Current liabilities
Trade and other payables	10	7,037	2,532
Bank borrowings		3,047	2,037
Contingent consideration		1,479	3,619
Current tax liability		2,857	3,022
Current liabilities		14,420	11,210
Non-current liabilities
Bank borrowings		22,393	17,809
Trade and other payables		92	33
Contingent consideration		1,379	1,375
Interest rate swap		68	144
Deferred tax liability		1,856	1,126
Non-current liabilities		25,788	20,487
Total liabilities		40,208	31,697
Net assets		45,315	24,622
EQUITY
Share capital		892	711
Share premium account		37,422	14,203
Merger relief reserve		15,535	14,914
Share-based payment reserve		1,361	1,231
Retained earnings		7,908	7,354
Investment in own shares		(6,742)	(2,618)
Translation reserve		322	210
Reverse acquisition reserve		(11,383)	(11,383)
Total equity		45,315	24,622

 

Group Statement of Changes in Equity

For the year ended 31 December 2018

		Share	Merger	Share-based	Retained	Investment		Reverse	Total
	Share	premium	relief	payment	earnings	In own	Translation	acquisition	shareholders'
	capital	account	reserve	reserve	(as restated)	Shares	reserve	reserve	equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2017	607	2,319	14,914	794	7,623	-	-	(11,383)	14,874
Profit and total comprehensive income for the period	-	-	-	-	2,533	-	210	-	2,743
Prior period adjustment (note 1)	-	-	-	-	(500)	-	-	-	(500)
Shares issued (30 March 2017)	2	169	-	-	-	-	-	-	171
Shares issued (20 April 2017)	4	496	-	-	-	-	-	-	500
Shares issued (24 April 2017)	1	50	-	-	-	-	-	-	51
Shares issued (12 July 2017)	77	8,396	-	-	-	-	-	-	8,473
Shares issued (20 July 2017)	18	2,600	-	-	-	-	-	-	2,618
Shares issued (29 August 2017)	2	173	-	-	-	-	-	-	175
Share-based payment cost	-	-	-	592	-	-	-	-	592
Share options exercised	-	-	-	(155)	155	-	-	-	-
Purchase of own shares	-	-	-	-	-	(2,618)	-	-	(2,618)
Dividends paid	-	-	-	-	(2,457)	-	-	-	(2,457)
Total transactions with owners (as restated)	104	11,884	-	437	(269)	(2,618)	210	-	9,748
Balance at 31 December 2017 (as restated)	711	14,203	14,914	1,231	7,354	(2,618)	210	(11,383)	24,622
Profit and total comprehensive income for the period	-	-	-	-	3,239	-	112	-	3,351
Prior year IFRS 15 impact	-	-	-	-	222	-	-	-	222
Shares issued (22 March 2018)	4	-	621	-	-	-	-	-	625
Shares issued (29 March 2018)	2	145	-	-	-	-	-	-	147
Shares issued (24 May 2018)	29	4,095	-	-	-	-	-	-	4,124
Shares issued (7 June 2018)	1	37	-	-	-	-	-	-	38
Shares issued (7 September 2018)	1	86	-	-	-	-	-	-	87
Shares issued (31 December 2018)	144	18,856	-	-	-	-	-	-	19,000
Share-based payment cost	-	-	-	471	-	-	-	-	471
Share options exercised	-	-	-	(341)	341	-	-	-	-
Purchase of own shares	-	-	-	-	-	(4,124)	-	-	(4,124)
Dividends paid	-	-	-	-	(3,248)	-	-	-	(3,248)
Total transactions with owners	181	23,219	621	130	554	(4,124)	112	-	20,693
Balance at 31 December 2018	892	37,422	15,535	1,361	7,908	(6,742)	322	(11,383)	45,315

Merger relief reserve

Merger relief reserve represents the premium arising on shares issued as part or full consideration for acquisitions, where advantage has been taken of the provisions of section 612 of the Companies Act 2006.

Reverse acquisition reserve

The reverse acquisition reserve relates to the reverse acquisition between Inspired Energy Solutions Limited and Inspired Energy plc on 28 November 2011 and arises on consolidation.

Translation reserve

The translation reserve comprises translation differences arising from the translation of the financial statements of the Group's foreign entities into GBP (£).

Share-based payment reserve

The share-based payment reserve is a reserve to recognise those amounts in equity in respect of share-based payments.

 

Group Statement of Cash Flows

For the year ended 31 December 2018

	2018	2017
		Restated
	£'000	£'000
Cash flows from operating activities
Profit before income tax	4,199	2,991
Adjustments
Depreciation	569	495
Amortisation	4,505	3,297
Share- based payment cost	471	592
Finance expenditure	1,304	950
Exchange rate variances	(249)	(92)
Other financial items	(576)	407
Cash flows before changes in working capital	10,223	8,640
Movement in working capital
Increase in trade and other receivables	(1,689)	(2,391)
Increase in trade and other payables	1,479	202
Cash generated from operations	10,013	6,451
Income taxes paid	(1,853)	(1,418)
Net cash flows from operating activities	8,160	5,033
Cash flows from investing activities
Contingent consideration paid	(3,625)	(2,550)
Acquisition of subsidiaries net of cash acquired	(25,479)	(10,210)
Payments to acquire property, plant and equipment	(869)	(455)
Payments to acquire intangible assets	(1,509)	(1,222)
Net cash used in investing activities	(31,482)	(14,437)
Cash flows from financing activities
New bank loans (net of debt issue costs)	7,400	23,960
Proceeds from issue of new shares	19,272	8,870
Repayment of bank loans	(2,044)	(16,149)
Interest on bank loans paid	(1,049)	(627)
Dividends paid	(3,248)	(2,457)
Net cash flows from financing activities	20,331	13,597
Net (decrease)/increase in cash and cash equivalents	(2,991)	4,193
Cash and cash equivalents brought forward	5,183	985
Exchange differences on cash and cash equivalents	(2)	5
Cash and cash equivalents carried forward	2,190	5,183

 

NOTES TO PRELIMINARY RESULTS

1. Basis of preparation

The financial information set out in this announcement does not constitute the statutory accounts of the Group for the year ended 31 December 2018. The audit of the statutory accounts of Inspired Energy Plc for the year ended 31 December 2018 is not yet complete. These accounts will be finalised on the basis of the financial information presented by the Directors in this preliminary announcement. The statutory accounts for the year ended 31 December 2018 will be delivered to the registrar of Companies following the Company's Annual General Meeting.

Whilst the financial information included in this preliminary 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 2018.

Going concern

The Group's forecasts, which have been prepared for the period to 31 December 2021 after taking into account the contracted order book, future sales performance, expected overheads, capital expenditure and debt service costs, show that the Group should be able to operate profitably and within the current financial resources available to the Group.

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the Group financial statements.

The preparation of financial statements, in conformity with Generally Accepted Accounting Principles under IFRSs, requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reported period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates.

1.1 Revenue recognition

The below represents the impact of the adoption of IFRS 15 revenue from contracts with customers:

Previous accounting policy	Policy applied from 1 January 2018
Revenue Revenue is comprised of commissions received from energy suppliers, net of value-added tax, for the procurement as an agent of fixed, flexible or risk-managed energy contracts with Corporate and SME customers. The Group recognises revenue for services provided where the amount of revenue can be reliably measured and it is probable that future economic benefits will flow to the Group.	Revenue Revenue is comprised of commissions received from energy suppliers and fees received from customers, net of value-added tax, for the review, analysis and negotiation of gas and electricity contracts on behalf of UK and Irish businesses. To the extent that invoices are raised to a different pattern than the revenue recognition described below, appropriate adjustments are made through deferred and accrued revenue to account for revenue when performance obligations have been met.
Revenue - Corporate Division Commissions received from the energy suppliers are based upon the energy usage of the Corporate customer at agreed commission rates with the energy suppliers. Commission income is recognised in line with the energy usage of the Corporate customer over the term of the contract, which is considered to be the point at which commission income can be reliably measured. This is due to the impact of the observed variability of actual to estimated energy usage on Corporate customer contracts on the substantial order book of the Corporate division. The majority of contracts are entered into as 'direct billing' contracts, whereby commissions are received in cash terms in line with the billing profile of the ultimate customer, which can be on a monthly or quarterly basis. For a minority of suppliers, 'up-front payment' contracts are entered into, whereby the supplier pays a percentage of the commission on the contract commencement date, with the remaining percentage on contract reconciliation at a future specified date. Accrued income for the Corporate division represents commission income recognised at the year-end in respect of customer energy usage prior to the year-end which has not been settled by the energy supplier at that point. For risk-managed contracts, where a number of services are provided to the Corporate customer over the term of the contract, commission income is similarly recognised in line with the energy usage of the customer which approximates to recognition on a straight-line basis over the contract period. In respect of contracts for ongoing services billed directly to the Corporate customer, including bureau services (range of services tailored to a client's specific requirement), revenue represents the value of work done in the year. Revenue in respect of contracts for ongoing consultancy services is recognised as it becomes unconditionally due to the Group as services are delivered and is measured by reference to stage of completion as determined by cost profile.	Revenue - Corporate Division The Corporate division core services are the review, analysis and negotiation of gas and electricity contracts on behalf of UK and Irish Corporate clients (Procurement Revenue). Additional services provided include bill validation, cost recovery and optimisation services (Optimisation Revenue). Procurement Revenue Procurement revenue is generated by way of commissions received from energy suppliers, based upon energy usage of the Corporate customer, and fees received directly from customers. The Group subcategorises the Corporate division into the following sectors, and given the differing service offerings provided by each, the measurement and recognition of procurement revenue should be assessed individually: 1.   Estate intensive clients. 2.   Energy intensive clients. 3.   Public sector clients. 4.   Corporate clients. Estate intensive, energy intensive and public sector clients: Within these sectors, there are a number of promises made within a contract, including, but not limited to, development of a risk management strategy, budgeting and forecasting, bill validation, ongoing market intelligence and ongoing account management. The various promises made within each contract are not distinct and each of the promises made are inputs into the combined output that each customer has contracted for, being a cost-effect energy management solution. Thus there is considered to be one performance obligation within each contract. Estate intensive, energy intensive and public sector clients are provided with an outsourcing arrangement that requires significant input over the life of a contract. The customer receives and consumes the benefits of the services provided as Inspired perform, and revenue is recognised evenly over time. Thus the change in accounting policy has no impact on revenue recognition within the estate intensive, energy intensive and public sectors. Corporate clients: Corporate clients require less input from Inspired over the life of the contract than the outsourcing arrangements provided to estate intensive, energy intensive and public sector clients. Corporate clients are provided with energy reviews, bill validation and account management, which are implied services, over the life of a contract. These promises are not distinct from the promise to provide procurement and therefore are combined into a single performance obligation. The profile of revenue recognition, using a cost-based input method, should reflect the performance of the company, with the more labour-intensive contract negotiation being recognised up front. After assessment of the costs to serve a corporate customer, we judged that an element of revenue proportional to the progress towards complete satisfaction of the performance obligation, should be recognised upon contract live date. The revenue recognised is constrained by the proportion of the revenue that is expected to reverse over the life of the contract, due to consumption variances and contract attrition. This amount is calculated by comparing total amount realised versus total amount expected across all completed contracts within the portfolio. The expected value of the contract recognised on the go-live date of the contract is 10% of the total contract value. This represents a change in policy. Optimisation Revenue Optimisation revenue encompasses separate works carried out for customers, including, but not limited to, energy audits, infrastructure and metering services and legislative compliance. Each assignment is a separate engagement and each engagement is a separate performance obligation. Revenue is generated by way of fees received directly from customers and recognised as the service is provided. Thus the change in accounting policy has no impact on Optimisation revenue recognition.
Revenue - SME Division The SME division provides services through procuring contracts with energy suppliers on behalf of SME customers and generates revenues by way of commissions received directly from the energy suppliers. No further services regarding procurement are performed once the contract is authorised by the supplier. Commissions earned by the SME division fall into two broad categories: For other SME agreements, commissions are based upon the energy usage of the SME customer at agreed commission rates with the energy suppliers. The expected commission over the full term of the contract is recognised at the point the contract is authorised by the supplier. Where actual energy use by the business differs to that calculated at the date the contract goes live, an adjustment is made to revenue once the actual data is known. The cash received profile relating to these revenues varies according to the contract terms in place with the energy supplier engaged and can be received before the date the contract goes live or spread over the terms of the contract between the energy supplier and the end customer, which can be for a period of up to three years. This amount is not discounted as the impact is immaterial. Accrued revenue relates to commission earned, not yet received or paid.	Revenue - SME Division The SME division provides services through procuring contracts with energy suppliers on behalf of SME customers and generates revenues by way of commissions received directly from the energy suppliers. No further services regarding procurement are performed once the contract is authorised by the supplier. Commissions are based upon the energy usage of the SME customer at agreed commission rates with the energy suppliers. The expected commission over the full term of the contract is recognised at the point the contract is authorised by the supplier as this is the point at which control of the service is seen to transfer to the customer. The revenue recognised is constrained by the proportion of the revenue that is expected to reverse over the life of the contract, due to consumption variances and contract attrition. This amount is calculated by comparing total amount realised versus total amount expected across all completed contracts within the portfolio. The cash received profile relating to these revenues varies according to the contract terms in place with the energy supplier engaged and can be received before the date the contract goes live or spread over the terms of the contract between the energy supplier and the end customer, which can be for a period of up to five years. This amount is not discounted as the impact is immaterial. Accrued revenue relates to commission earned, not yet received or paid. The above assessment under IFRS 15 mirrors the Group's recognition of revenue under IAS 18, and as a result, the change in accounting policy has no impact on revenue recognition within this division.
Cost of Sales Cost of sales represents internal or external commissions paid in respect of sales made and is recognised as follows: Corporate Division Sales commissions paid in respect of the Corporate division are recognised in profit or loss on a straight-line basis over the life of the contract, being a reasonable approximation of how the relative revenues are recognised. SME Division Sales commissions paid in respect of both COTS and other SME agreements are recognised in profit or loss at the point when the contract is authorised with the supplier, and is therefore recognised in the same period as the associated commission income.	Cost of Sales Cost of sales represents internal or external commissions paid in respect of sales made and is recognised as follows: Corporate Division Commissions paid in respect of the Corporate division are capitalised and released over the length of the contract to which they relate. The value of capitalised commissions as at 31 December 2018 is £741,000. SME Division Commissions paid in respect of the SME division are recognised in profit or loss at the point when the contract is authorised with the supplier, thus mirroring the recognition of the associated revenue.

1.2 Prior Year Restatement - Business Combinations

The Group's financial statements for the year ended 31 December 2017 were sampled by the Financial Reporting council as part of the thematic review of smaller listed and AIM quoted companies report and accounts, with a focus on the Group's Statement of Cash Flows and Accounting Policies, including Critical Judgements and Estimates. As a result of the review, management were challenged on the Basis of preparation note in the 2017 financial statements, in particular, the date from which the Group consolidated Horizon.

In the financial statements for the year ended 31 December 2017, management judged the date at which control of Horizon passed to the Group, to be the date at which the locked box mechanism was entered into, being 31 March 2017 (the "Locked Box Date"), between the vendors and the Group. Where a deal subsequently completes, the Locked Box Date is the date at which the economic risks and benefits of ownership transferred to Group. Legal completion occurred on 17 July 2017.

As detailed in the Chief Executive's Statement, management have re-considered this accounting policy and concluded it was not consistent with the requirements of IFRS 10. Management acknowledges, that whilst there are significant indicators of control such as economic measures, including the benefit of all cash generated by the trading of the acquired entity from locked box date, in its current form, the share purchase agreement did not contain sufficient substantive rights to conclude the ability to control the acquired entity from the Locked Box Date.

As such, the financial statements for the year ended 31 December 2017 have been restated. Full details of the restated Group statement of comprehensive income are included below.

This change in date of consolidation had no impact on the acquired cash reserves or the financial statement for Horizon for the full year. The restatement has no impact on the 2018 statement of comprehensive income or future forecasts of the Group. The restatement had no impact on the organic growth of the Group in 2017.

All FY2018 acquisitions have been consolidated from the legal completion date.

Prior to the restatement the financial highlights comparison would be as follows:

Financial Highlights	2018	2017	Movement
Revenue	£32.69m	£27.46m	19%
Gross Profit	£27.67m	£22.81m	21%
Adjusted EBITDA2	£13.75m	£11.00m	25%
Adjusted Profit Before Tax3	£11.38m	£8.96m	27%
Profit Before Tax	£4.20m	£3.55m	18%
Cash Generated from Operations	£10.01m	£6.91m	45%
Adjusted Diluted EPS4	1.61p	1.38p	17%
Diluted Basic EPS	0.53p	0.46p	22%

As a comparison, the restated financial highlights are:

Financial Highlights	2018	2017 Restated1	Movement
Revenue	£32.69m	£26.36m	25%
Gross Profit	£27.67m	£21.76m	28%
Adjusted EBITDA2	£13.75m	£10.44m	34%
Adjusted Profit Before Tax3	£11.38m	£8.40m	38%
Profit Before Tax	£4.20m	£2.99m	48%
Cash Generated From Operations	£10.01m	£6.45m	54%
Adjusted Diluted EPS4	1.61p	1.29p	26%
Diluted Basic EPS	0.53p	0.37p	51%

Note

1.     Restated to revise the date from which Horizon was consolidated.

2.     Adjusted EBITDA is earnings before interest, taxation, depreciation and amortisation, excluding exceptional items and share-based payments.

3.     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 unwinding of contingent consideration and foreign exchange variances.

4.     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 unwinding of contingent consideration and foreign exchange variances.

The restated Group statement of comprehensive income is as follows:

	Previously Reported	Restated Adjustments	Reclassification 1.	Restated
	£000	£000	£000	£000
Revenue	27,458	(1,102)	-	26,356
Cost of sales	(4,645)	49	-	(4,596)
Gross profit	22,813	(1,053)	-	21,760
Administrative expenses	(17,703)	491	(607)	(17,819)
Operating profit	5,110	(562)	(607)	3,941
Analysed as:
Earnings before exceptional costs/(items), depreciation, amortisation and share-based payment costs	11,004	(562)	-	10,442
Exceptional costs/(items)	(1,510)	-	(607)	(2,117)
Depreciation	(495)	-	-	(495)
Amortisation of intangible assets	(3,297)	-	-	(3,297)
Share-based payment cost	(592)	-	-	(592)
	5,110	(562)	(607)	3,941
Finance expenditure	(1,562)	-	607	(955)
Other financial items	5	-	-	5
Profit before income tax	3,553	(562)	-	2,991
Income tax expense	(1,020)	62	-	(958)
Profit for the year	2,533	(500)	-	2,033
Other comprehensive income:
Exchange differences on translation of foreign operations	210	-	-	210
Total other comprehensive income for the year	210	-	-	210
Total comprehensive income from continuing operations	2,743	(500)	-	2,243
Attributable to:
Equity owners of the Company	2,743	(500)	-	2,243
Basic earnings per share attributable to the equity holders of the Company (pence)	0.48	(0.09)	-	0.39
Diluted earnings per share attributable to the equity holders of the Company (pence)	0.46	(0.09)	-	0.37
Adjusted basic earnings per share attributable to the equity holders of the company (pence)	1.43	(0.10)	-	1.33
Adjusted diluted earnings per share attributable to the equity holders of the company (pence)	1.38	(0.09)	-	1.29

The restated Group statement of financial position is as follows:

	Previously Reported	Restated Adjustments	Final fair value adjustment (goodwill) 2.	Restated
	£000	£000	£000	£000
ASSETS
Non-current assets
Goodwill	21,680	(500)	1,010	22,190
Other intangible assets	11,662	-	-	11,662
Property, plant and equipment	1,407	-	-	1,407
Non-current assets	34,749	(500)	1,010	35,259
Current assets
Trade and other receivables	16,304	-	(427)	15,877
Cash and cash equivalents	5,183	-	-	5,183
Current assets	21,488	-	(427)	21,060
Total assets	56,237	(500)	583	56,319
LIABILITIES
Current liabilities
Trade and other payables	2,532	-	-	2,532
Bank borrowings	2,037	-	-	2,037
Contingent consideration	3,036	-	583	3,619
Current tax liability	3,022	-	-	3,022
Current liabilities	10,627	-	583	11,210
Non-current liabilities
Bank borrowings	17,809	-	-	17,809
Trade and other payables	33	-	-	33
Contingent consideration	1,375	-	-	1,375
Interest rate swap	144	-	-	144
Deferred tax liability	1,126	-	-	1,126
Non-current liabilities	20,487	-	-	20,487
Total liabilities	31,114	-	583	31,697
Net assets	25,122	(500)	-	24,622
EQUITY
Share capital	711	-	-	711
Share premium account	13,707	-	-	13,707
Merger relief reserve	15,410	-	-	15,410
Share-based payment reserve	1,231	-	-	1,231
Retained earnings	7,854	(500)	-	7,354
Investment in own shares	(2,618)	-	-	(2,618)
Translation reserve	210	-	-	210
Reverse acquisition reserve	(11,383)	-	-	(11,383)
Total equity	25,122	(500)	-	24,622

The restated Group statement of cash flows is as follows:

	Previously Reported	Restated Adjustments	Reclassification 1.	Restated
	£000	£000	£000	£000
Cash flows from operating activities
Profit before income tax	3,553	(562)	-	2,991
Adjustments
Depreciation	495	-	-	495
Amortisation	3,297	-	-	3,297
Share-based payment cost	592	-	-	592
Finance expenditure	1,557	-	(607)	950
Exchange rate variances	(92)	-	-	(92)
Other financial items	(200)	-	607	407
Cash flows before changes in working capital	9,202	(562)	-	8,640
Movement in working capital
Increase in trade and other receivables	(2,441)	50	-	(2,391)
Increase in trade and other payables	152	50	-	202
Cash generated from operations	6,913	(462)	-	6,451
Income taxes paid	(1,418)	-	-	(1,418)
Net cash flows from operating activities	5,495	(462)	-	5,033
Cash flows from investing activities
Contingent consideration paid	(2,550)	-	-	(2,550)
Acquisition of subsidiaries, net of cash acquired (note 11)	(10,672)	462	-	(10,210)
Payments to acquire property, plant and equipment	(455)	-	-	(455)
Payments to acquire intangible assets	(1,222)	-	-	(1,222)
Net cash used in investing activities	(14,899)	462	-	(14,437)
Cash flows from financing activities
New bank loans (net of debt issue costs)	23,960	-	-	23,960
Proceeds from issue of new shares	8,870	-	-	8,870
Repayment of bank loans	(16,149)	-	-	(16,149)
Interest on bank loans paid	(627)	-	-	(627)
Dividends paid	(2,457)	-	-	(2,457)
Net cash flows from financing activities	13,597	-	-	13,597
Net increase in cash and cash equivalents	4,193	-	-	4,193
Cash and cash equivalents brought forward	985	-	-	985
Exchange differences on cash and cash equivalents	5	-	-	5
Cash and cash equivalents carried forward	5,183	-	-	5,183

1.  The reclassification column within the restated primary statements relates to the reclassification of the change in fair value of contingent consideration from finance expenditure to administrative expenses. This has now been included as an exceptional item and has no impact on adjusted EBITDA, profit before income tax, the balance sheet and cash generated from operations.

2.  In accordance with IFRS 3, where provisional fair value assessments are made at the date of acquisition, and are subsequently updated, such adjustments have been reflected in the comparative period.

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. Operating segments for the year to 31 December 2018 were determined on the basis of the reporting presented at regular Board meetings of the Group which is by nature of customer and level of procurement advice provided. The segments comprise:

The Corporate Division ("Corporate")

This sector comprises the operations of Inspired Energy Solutions Limited, Direct Energy Purchasing Limited, Wholesale Power UK Limited, STC Energy and Carbon Holdings Limited, Informed Business Solutions Limited, Flexible Energy Management Limited, Churchcom Limited, Horizon Energy Group Limited, Energy Cost Management Limited, SystemsLink 2000 Limited, Professional Cost Management Group Limited, Squareone Enterprises Limited and Inprova Finance Limited. Corporate's core services are in the review, analysis and negotiation of gas and electricity contracts on behalf of UK and Irish Corporate clients. Additional services provided include energy review and benchmarking, negotiation, bill validation, cost recovery, optimisation services and software solutions. The Group's Corporate division benefits from a market-leading trading team, which actively focuses on energy intensive and public sector customers, providing more complex, long-term energy frameworks based on agreed risk management strategies.

The SME division ("SME")

This sector comprises the operations of EnergiSave Online Limited, KWH Consulting Limited and Simply Business Energy Limited. Within the SME division, the Group's energy consultants contact prospective SME clients to offer reduced tariffs and contracts based on the unique situation of the customer. Leads are generated and managed by the Group's internally generated, bespoke CRM and case management IT system. Tariffs are offered from a range of suppliers and the Group is actively working with new suppliers to increase the range of products available to SME clients.

PLC costs

This comprises the costs of running the PLC, incorporating the cost of the Board, listing costs and other professional service costs such as audit, tax, legal and Group insurance.

	2018					2017 Restated
	Corporate	SME	PLC costs	Total	Corporate		SME	PLC costs	Total
	£'000	£'000	£'000	£'000	£'000		£'000	£'000	£'000
Revenue	27,311	5,381	-	32,692	20,358		5,998	-	26,356
Cost of sales	(1,923)	(3,095)	-	(5,018)	(2,180)		(2,416)	-	(4,596)
Gross profit	25,388	2,286	-	27,674	18,178		3,582	-	21,760
Administrative expenses	(13,848)	(157)	(8,166)	(22,171)	(10,078)		(1,533)	(6,208)	(17,819)
Operating profit	11,540	2,129	(8,166)	5,503	8,100		2,049	(6,208)	3,941
Analysed as:
EBITDA	13,769	2,431	(2,448)	13,752	9,635		2,454	(1,647)	10,442
Depreciation	(514)	(36)	(19)	(569)	(460)		(35)	-	(495)
Amortisation	(727)	(120)	(3,658)	(4,505)	(375)		(357)	(2,565)	(3,297)
Share-based payments	(157)	(19)	(295)	(471)	(278)		(13)	(301)	(592)
Exceptional costs/(items)	(831)	(127)	(1,746)	(2,704)	(422)		-	(1,695)	(2,117)
	11,540	2,129	(8,166)	5,503	8,100		2,049	(6,208)	3,941
Finance expenditure				(1,380)					(955)
Other financial items				76					5
Profit before income tax				4,199					2,991
Total assets	26,134	6,938	52,451	85,523	20,017		4,420	31,882	56,319
Total liabilities	7,641	684	31,883	40,208	3,703		462	27,532	31,697

3. Exceptional costs/(items)

	2018	2017
	£'000	£'000
Fees associated with acquisition	2,345	896
Restructuring costs	935	614
Change in fair value of contingent consideration	(576)	607
	2,704	2,117

One-off costs include costs of £935,000 relating to restructuring programmes associated with the Board transition, integration of the Corporate division from trading subsidiaries to a customer-focused structure, and the integration of businesses acquired in 2017 and 2018. These costs are considered by the Directors to be either material in nature or non-recurring and therefore require separate identification to give a true and fair view of the Group's result for the year. Costs associated with business combinations of £2,345,000 have been incurred which would not normally be seen as costs or income relating to the underlying principal activities of the Group.

Change in the fair value of contingent consideration includes a gain on revaluation of contingent consideration of £970,000 in relation to the acquisition of Horizon July 2017. The final aggregate consideration paid for Horizon was £12.7m, with Horizon contributing £4.2m and £2.6m to Group revenues and EBITDA respectively in 2018, equating to a multiple of 4.9x EBITDA.

 

4. Finance expenditure

	2018	2017
	£'000	£'000
Interest payable on bank borrowings	1,071	627
Foreign exchange variance	254	136
Amortisation of debt issue costs	55	192
	1,380	955

5. Income tax expense

The income tax expense is based on the profit for the year and comprises:

	2018	2017 Restated
	£'000	£'000
Current tax
Current tax charge	1,584	1,337
Adjustments in respect of prior periods	(87)	88
	1,497	1,425
Deferred tax
Origination and reversal of temporary timing differences	(537)	(600)
Adjustments in respect of prior periods	-	133
	(537)	(467)
Total income tax charge	960	958
Reconciliation of tax charge to accounting profit:
Profit on ordinary activities before taxation	4,199	2,991
Tax at UK income tax rate of 19% (2017: 19.25%)	798	576
Disallowable expenses	319	318
Share options	(70)	(50)
Adjust closing deferred tax to reflect change in tax rate	-	(107)
Effects of current period events on current tax prior period balances	(87)	221
Total income tax charge	960	958

 

6. Earnings per share

The basic earnings per share is based on the net profit for the year attributable to ordinary equity holders divided by the weighted average number of ordinary shares outstanding during the year.

	2018	2017 Restated
	£'000	£'000
Profit attributable to equity holders of the Group	3,239	2,033
Fees associated with acquisition	2,345	896
Restructuring costs	935	614
Change in fair value of contingent consideration	(576)	607
Amortisation of acquired intangible assets	3,749	2,565
Foreign exchange variance	254	136
Deferred tax in respect of amortisation of intangible assets	(536)	(407)
Share-based payment costs	471	592
Adjusted profit attributable to owners of the Group	9,881	7,036
Weighted average number of ordinary shares in issue	587,602	528,034
Dilutive effect of share options	27,679	16,756
Diluted weighted average number of ordinary shares in issue	615,281	544,790
Basic earnings per share (pence)	0.55	0.39
Diluted earnings per share (pence)	0.53	0.37
Adjusted basic earnings per share (pence)	1.68	1.33
Adjusted diluted earnings per share (pence)	1.61	1.29

The weighted average number of shares in issue for the basic and adjusted diluted earnings per share include the dilutive effect of the share options in issue to senior staff of the Group.

Adjusted earnings per share represents the earnings per share, as adjusted to remove the effect of fees associated with acquisitions, restructuring costs, the amortisation of intangible assets (excluding internally generated amortisation related to computer software and customer databases), exceptional items and share-based payment costs which have been expensed to the Group statement of comprehensive income in the year, the unwinding of contingent consideration and foreign exchange variances. The adjustments to earnings per share have been disclosed to give a clear understanding of the Group's underlying trading performance. Adjusted profit before tax is calculated as follows:

	2018	2017 Restated
	£'000	£'000
Profit before tax	4,199	2,991
Share-based payment cost	471	592
Amortisation of acquired intangible assets	3,749	2,565
Foreign exchange variance	254	136
Exceptional costs/(items):
Fees associated with acquisition	2,345	896
Restructuring costs	935	614
Change in fair value of contingent consideration	(576)	607
Adjusted profit attributable to owners of the Group	11,377	8,401

 

7. Property, plant and equipment

	Fixtures and		Motor	Computer	Leasehold
		fittings	vehicles	equipment	improvements	Total
		£'000	£'000	£'000	£'000	£'000
Cost
At 1 January 2017		615	13	1,229	313	2,170
Acquisitions through business combinations		31	55	18	14	118
Foreign exchange variances		1	2	1	-	4
Additions		96	21	224	114	455
Disposals		-	(22)	-	-	(22)
At 31 December 2017		743	69	1,472	441	2,725
Acquisitions through business combinations		156	15	228	12	411
Foreign exchange variances		-	1	1	-	2
Additions		62	88	460	258	868
Disposals		-	(40)	1	-	(39)
At 31 December 2018		961	133	2,162	711	3,967
Depreciation
At 1 January 2017		265	4	506	64	839
Charge for the year	108		14	335	38	495
Disposals	-		(16)	-	-	(16)
At 31 December 2017	373		2	841	102	1,318
Charge for the year	121		26	370	52	569
Disposals	-		(3)	-	-	(3)
At 31 December 2018	494		25	1,211	154	1,884
Net book value
At 31 December 2018	467		108	951	557	2,083
At 31 December 2017	370		67	631	339	1,407
At 31 December 2016	350		9	723	249	1,331

Included within the net book value is £231,000 (31 December 2017: £152,000) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the period in respect of such assets amounted to £56,000 (31 December 2017: £51,000).

8. Intangible assets and goodwill

	Computer		Customer	Customer	Customer	Total other
	software	Trade name	databases	contracts	relationships	intangibles	Goodwill	Total
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Cost
At 1 January 2017	4,762	115	1,320	4,405	1,989	12,591	12,987	25,578
Additions	1,043	-	178	-	-	1,221	-	1,221
Acquisitions through business combinations	-	-	-	6,182	-	6,182	8,626	14,808
Prior year adjustment	-	-	-	-	-	-	(500)	(500)
Fair value adjustment to business combinations	-	-	-	-	-	-	1,010	1,010
Foreign exchange variances	-	-	-	164	-	164	67	231
At 31 December 2017	5,805	115	1,498	10,751	1,989	20,158	22,190	42,348
Additions	1,411	-	98	-	-	1,509	-	1,509
Acquisitions through business combinations	2,134	-	-	3,848	242	6,224	22,140	28,364
Foreign exchange variances	-	-	-	88	-	88	36	124
At 31 December 2018	9,350	115	1,596	14,687	2,231	27,979	44,366	72,345
Amortisation
At 1 January 2017	1,241	6	961	2,435	556	5,199	-	5,199
Charge for the year	1,032	6	356	1,406	497	3,297	-	3,297
At 31 December 2017	2,273	12	1,317	3,841	1,053	8,496	-	8,496
Charge for the year	1,589	6	120	2,246	544	4,505	-	4,505
At 31 December 2018	3,862	18	1,437	6,087	1,597	13,001	-	13,001
Net book value
At 31 December 2018	5,488	97	159	8,600	634	14,978	44,366	59,344
At 31 December 2017	3,532	103	181	6,910	936	11,662	22,190	33,852
At 31 December 2016	3,521	109	359	1,970	1,433	7,392	12,987	20,379

Computer software is a combination of assets internally generated and assets acquired through business combinations. Amortisation charged in the period to 31 December 2018 associated with computer software acquired through business combinations is £953,000 (2017: £656,000). The additional £636,000 (2017: £376,000) charged in the period relates to the amortisation of internally generated computer software. Amortisation of customer databases of £120,000 (2017: £356,000) is also in relation to internally generated intangible assets. The total amortisation charged in the period to 31 December 2018 associated with intangible assets acquired through business combinations is £3,749,000 (2017: £2,565,000).

9. Trade and other receivables

	2018	2017
	£'000	£'000
Trade receivables	5,671	3,272
Other receivables	667	144
Prepayments	1,346	1,419
Accrued income	14,222	11,042
	21,906	15,877

10. Trade and other payables

	2018	2017
	£'000	£'000
Trade payables	1,629	963
Social security and other taxes	1,844	1,239
Accruals	2,484	237
Deferred income	949	-
Amounts due under hire purchase agreements	131	93
	7,037	2,532

11. Business combinations

SystemsLink 2000 Limited (SL2000)

On 21 March 2018, the Group acquired 100% of the issued share capital and voting rights of SystemsLink 2000 Limited, a company based in the United Kingdom. SL2000 is a supplier of energy management software, enabling customers to effectively monitor and manage their utilities consumption.  SL2000's energy management platform 'Energy Manager' is licensed to public and private sector energy users, energy consultancies and third party intermediaries. Inspired has been a licensee of Energy Manager since the Group's IPO in 2011, to support its service offering and energy management needs of the core Corporate Division. This acquisition brings this capability in-house, providing security of access.

The acquisition of SL2000 was completed for a total consideration of £4,154,000. The payment was satisfied by £3,529,000 cash and the issue of 2,948,113 ordinary shares (with an aggregate fair value at completion of £625,000) of Inspired Energy PLC.

The acquisition was financed through the drawdown on the Group's existing acquisition facility with Santander. The details of the business combination are as follows:

Recognised amounts of identifiable net assets

		Provisional
	Book	fair value	Provisional
	value	adjustment	fair value
	£	£	£
Property, plant & equipment	12	-	12
Intangible assets	-	2,146	2,146
Trade and other receivables	295	(44)	251
Cash and cash equivalents	359	-	359
Total assets	666	2,102	2,768
Trade and other payables	114	401	515
Current tax liability	131	(51)	80
Deferred tax liability	-	365	365
Total liabilities	245	715	960
Provisional fair value of identifiable net assets			1,808
Provisional goodwill			2,346
Fair value of consideration transferred			4,154
Satisfied by:
- cash consideration paid			3,529
- fair value of shares issued on 22 March 2018			625
			4,154
Net cash outflow arising from business combinations:
- cash consideration paid			3,529
- cash and cash equivalents acquired			(359)
Net cash outflow			3,170

Goodwill

The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to SL2000 has been carried out. Fair values are provisional as they are still within the twelve-month hindsight period to adjust fair values.

The fair value of the acquired longstanding customer relationships was calculated as £242,000. The excess earnings approach was used in valuing SL2000's existing customer relationships. The value of the customer relationships is calculated as the sum of the present value of the projected cash flow, in excess of returns on contributory assets over the life of the relationship with the customer.

The fair value of the software development Intangible at acquisition was calculated to be £1,904,000 on a reproduction cost basis and is to be amortised on a straight-line basis over five years In line with its expected economic life.

The Group estimates costs incurred in relation to the transaction to be £235,000. These costs are included within exceptional costs/items in the Group statement of comprehensive income.

Energy Cost Management Limited (ECM)

On 21 March 2018, the Group acquired 100% of the issued share capital and voting rights of Energy Cost Management Limited, a company based in the United Kingdom. ECM is a niche operator of water and energy management services, specialising in water engineering solutions.  ECM provides a range of water management services to corporate customers, including water procurement, bill validation, retrospective audit of water bills, leak detection and repair and compliance services, broadening Inspired's service offering within its core Corporate Division.

The acquisition of ECM was completed for a total consideration of £1,772,000. The initial £934,000 was satisfied in cash. The additional £1,150,000 is contingent upon ECM achieving a challenging EBITDA target until 31 December 2020 payable on 31 March 2021. The range of potential outcomes of consideration payable varied from £0.3m to £1.5m.

The acquisition was financed through the drawdown on the Group's existing facility with Santander. The details of the business combination are as follows:

Recognised amounts of identifiable net assets

		Provisional
	Book	fair value	Provisional
	value	adjustment	fair value
	£	£	£
Property, plant and equipment	62	-	62
Intangible assets	-	130	130
Trade and other receivables	149	26	175
Cash and cash equivalent	450	-	450
Total assets	661	156	817
Trade and other payables	181	-	181
Current tax liability	17	(14)	3
Deferred tax liability	11	22	33
Total liabilities	209	8	217
Provisional fair value of identifiable net assets			600
Provisional goodwill			1,172
Fair value of consideration transferred			1,772
Satisfied by:
- cash consideration paid			934
- contingent consideration			1,150
- discounting impact on contingent consideration			(312)
			1,772
Net cash outflow arising from business combinations:
- cash consideration paid			934
- cash and cash equivalents acquired			(450)
Net cash outflow			484

Goodwill

The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to ECM has been carried out. Fair values are provisional as they are still within the twelve-month hindsight period to adjust fair values. The fair value of the customer contracts was calculated as £130,000, which includes only values ascribed to existing customer contracts ECM has in place. No value was ascribed to the customer relationships themselves, or any likely renewals of contracts outside of a period of exclusivity.

The Group estimates costs incurred in relation to the transaction to be £95,000. These costs are included within exceptional costs/items in the Group statement of comprehensive income.

Squareone Enterprises Limited (SQ1)

On 8 August 2018, the Group acquired 100% of the issued share capital and voting rights of Squareone Enterprises Limited, a company based in the UK. SQ1 provides energy consultancy and procurement services to a range of corporate customers, with a strong presence on the education and manufacturing sectors. SQ1 benefits from a strong secured order book and retention rates and is a complementary addition to Inspired's core Corporate Division.

The acquisition of SQ1 was completed for a total consideration of £1,267,000. The initial £820,000 was satisfied in cash. The additional £525,000 is contingent upon SQ1 achieving challenging revenue targets until 31 March 2020 payable in two instalments payable on 30 April 2019 and 30 April 2020. The range of potential outcomes of consideration payable varied from £0.4m to £0.6m.

The acquisition was financed through the drawdown on the Group's existing facility with Santander. The details of the business combination are as follows:

Recognised amounts of identifiable net assets

		Provisional
	Book	fair value	Provisional
	value	adjustment	fair value
	£	£	£
Property, plant and equipment	9	-	9
Intangible assets	-	113	113
Trade and other receivables	46	(33)	13
Cash and cash equivalent	125	-	125
Total assets	180	80	260
Trade and other payables	33	-	33
Current tax liability	-	19	19
Deferred tax liability	48	15	63
Total liabilities	81	34	115
Provisional fair value of identifiable net assets			145
Provisional goodwill			1,122
Fair value of consideration transferred			1,267
Satisfied by:
- cash consideration paid			820
- contingent consideration			525
- discounting impact on contingent consideration			(78)
			1,267
Net cash outflow arising from business combinations:
- cash consideration paid			820
- cash and cash equivalents acquired			(125)
Net cash outflow			695

Goodwill

The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to SQ1 has been carried out. Fair values are provisional as they are still within the twelve-month hindsight period to adjust fair values. The fair value of the customer contracts was calculated as £113,000, which includes only values ascribed to valid energy supply contracts and letters of authority granting SQ1 exclusivity to negotiate future energy supply contracts. No value was ascribed to the customer relationships themselves, or any likely renewals of contracts outside of a period of exclusivity.

The Group estimates costs incurred in relation to the transaction to be £63,000. These costs are included within exceptional costs/items in the Group statement of comprehensive income.

Professional Cost Management Group Limited (PCMG)

On 10 September 2018, the Group acquired 100% of the issued share capital and voting rights of Professional Cost Management Group Limited, a company based in the UK. PCMG provides a forensic auditing service to identify and recover overpayments of utilities and telecoms bills on behalf of its clients and provides optimisation analysis to enable customers to improve their tariff and billing structure. Whilst Inspired provides cost recovery services to Its clients, the integration of PCMG to the Group creates a market leading capability, allowing the Group's existing customer base to further benefit from PCMG's specialism, and conversely, providing PCMG customers with the opportunity to benefit from the broad service offering of the enlarged Group.

The acquisition of PCMG was completed for a total consideration of £1,072,000. The initial £800,000 was satisfied in cash. The additional £550,000 is contingent upon PCMG achieving challenging EBITDA targets until 31 December 2028 payable in nine instalments payable on 31 March 2019, 31 March 2020, 31 March 2021, 31 March 2022, 31 March 2023, 31 March 2024, 31 March 2025, 31 March 2026 and 31 March 2027. The contingent consideration is based on forecasted EBITDA for the period through to 31 December 2028.

The acquisition was financed through the drawdown on the Group's existing facility with Santander. The details of the business combination are as follows:

Recognised amounts of identifiable net assets

		Provisional
	Book	fair value	Provisional
	value	adjustment	fair value
	£	£	£
Property, plant and equipment	16	-	16
Trade and other receivables	1,004	(428)	576
Cash and cash equivalent	151	-	151
Deferred tax asset	3	-	3
Total assets	1,174	(428)	746
Trade and other payables	482	-	482
Total liabilities	482	-	482
Provisional fair value of identifiable net liabilities			264
Provisional goodwill			808
Fair value of consideration transferred			1,072
Satisfied by:
- cash consideration paid			800
- contingent consideration			550
- discounting impact on contingent consideration			(278)
			1,072
Net cash outflow arising from business combinations:
- cash consideration paid			800
- cash and cash equivalents acquired			(151)
Net cash outflow			649

Goodwill

The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to PCMG has been carried out. No value was ascribed to customer contracts or customer relationships themselves, or any likely renewals of contracts outside of a period of exclusivity.

The Group estimates costs incurred in relation to the transaction to be £139,000. These costs are included within exceptional costs/items in the Group statement of comprehensive income.

Inprova Finance Limited (IFL)

On 6 December 2018, the Group acquired 100% of the issued share capital and voting rights of Inprova Finance Limited, a company based in the UK. IFL provides energy procurement services to its customers analysing usage data to recommend the appropriate options on either flexible procurement arrangements or a fixed price basis. IFL also provides consultancy services to its customers to enable customers to buy energy efficiently and monitor and reduce their carbon footprint. IFL is a significant operator within the UK TPI market with access to 19,000 meter points through over 1,000 customers. IFL has a strong presence in four sectors which it believes have attractive long term growth dynamics being: data centres, social housing, education and construction, which the Board believe with further extend the Group's sector specialism.

The acquisition of IFL was completed for a total consideration of £21,096,000 satisfied in cash.

The acquisition was financed through the issue of shares in the Group and the drawdown on the Group's existing facility with Santander. The details of the business combination are as follows:

Recognised amounts of identifiable net assets

		Provisional
	Book	fair value	Provisional
	value	adjustment	fair value
	£	£	£
Property, plant and equipment	307	-	307
Intangible assets	231	3,605	3,836
Trade and other receivables	3,631	(395)	3,236
Cash and cash equivalent	615	-	615
Total assets	4,784	3,210	7,994
Trade and other payables	1,792	-	1,792
Current tax liability	366	-	366
Deferred tax liability	18	613	631
Total liabilities	2,176	613	2,789
Provisional fair value of identifiable net assets			5,205
Provisional goodwill			15,891
Fair value of consideration transferred			21,096
Satisfied by:
- cash consideration paid			21,096
			21,096
Net cash outflow arising from business combinations:
- cash consideration paid			21,096
- cash and cash equivalents acquired			(615)
Net cash outflow			20,481

Goodwill

The goodwill arising on this acquisition is attributable to niche market expertise enabling cross-selling opportunities achieved from combining the acquired customer bases and trade with the existing Group.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to PCMG has been carried out. Fair values are provisional as they are still within the twelve-month hindsight period to adjust fair values. The fair value of the customer contracts was calculated as £3,605,000, which includes only values ascribed to existing customer contracts IFL has in place. No value was ascribed to the customer relationships themselves, or any likely renewals of contracts outside of a period of exclusivity.

The Group estimates costs incurred in relation to the transaction to be £1,435,000. These costs are included within exceptional costs/items in the Group statement of comprehensive income.

Horizon Energy Group Limited (HEG)

As disclosed in the 31 December 2017 annual report and accounts, on 17 July 2017, the Group acquired an initial 90% of the issued share capital and voting rights of HEG, a company based in Cork, Ireland.

Identifiable net assets

A provisional fair value exercise to determine the fair value of assets and liabilities acquired in relation to HEG was carried out. Within the twelve-month hindsight period, the Group has re-assessed the provisional fair values and which have now been adjusted as per the table below:

Recognised amounts of identifiable net assets

	Book	Fair value	Final
	value	adjustment	Fair value
	(restated)
	£000	£000	£000
Property, plant and equipment	116	-	116
Intangible assets	-	5,478	5,478
Trade and other receivables	1,394	(427)	967
Cash and cash equivalent	1,303	-	1,303
Total assets	2,813	5,051	7,864
Trade and other payables	927	-	927
Deferred tax liability	-	685	685
Total liabilities	927	685	1,612
Fair value of identifiable net liabilities			6,252
Goodwill			5,505
Fair value of consideration transferred			11,757
Satisfied by:
- cash consideration paid			7,960
- contingent consideration			4,194
- discounting impact on contingent consideration			(397)
			11,757
Net cash outflow arising from business combinations:
- cash consideration paid			7,960
- cash and cash equivalents acquired			(1,303)
Net cash outflow			6,657

12. Preliminary Announcement

This preliminary announcement was approved by the board of directors on 27 March 2019. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 31 December 2018 will be available at the company's website shortly and a printed version will be dispatched to shareholders thereafter. 

 

END

 

 

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