WISE PLC

Annual Report • Oct 15, 2013

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RNS Number : 4868Q

Utilitywise plc

15 October 2013

Under embargo until 7:01am, 15 October 2013

Utilitywise plc

("Utilitywise" or the "Company")

Preliminary Results

for the year ended 31 July 2013

Utilitywise, a leading independent utility cost management consultancy, is pleased to announce its unaudited preliminary results for the year ended 31 July 2013.

Financial Highlights

	2013 (£000's)	2012 (£000's)	% Change
Revenue	24,826	14,383	+73
Gross margin	47.2%	43.1%	+4.1 ppts
EBITDA*	7,386	4,124	+79
Profit Before Tax**	6,980	3,859	+81
Diluted EPS#	7.9p	5.4p	+46

*Excluding exceptional items relating to acquisition costs of £0.8 million, (2012: £0.4 million) and share based payment expenses of £0.2 million (2012: £Nil)

** As above, but excluding amortisation relating to acquired intangibles of £0.2 million (2012: £Nil)

As above, but including the tax impact of the above adjustments

Highlights

·     Like for like revenue growth up 61%, largely driven by increased energy consultant headcount to 281 (2012: 181)

·     Further development of proprietary systems and solutions

·     Acquisitions of Clouds Environmental Consultancy Ltd, Aqua Veritas Consulting Ltd and Energy Information Centre Ltd added further products, services, expertise and market reach

·     Michael Dent and Simon Butterfield joined as Executive Board Directors

·     15,333 customers and 44,361 meters at 31 July ( 30 September 2012: 11,400 and 32,972 respectively) with additional 550 customers and 23,000 meters added through EIC

·     £16.6 million of secured contracts waiting to go live as at 31 July ( 31 July 2012: £7.1 million)

·     Proposed final dividend payment of 1.8p, making total dividend for the year of 2.6p

Post Period Highlights

·     £18.2 million of secured contracts waiting to go live as at 30 September 2013

·     Board of Directors strengthened with non-executive appointments of Jeremy Middleton and Jon Kempster

Geoff Thompson, Chief Executive of Utilitywise, commented:

"Our first full year as a plc has proved a very successful one. As well as delivering very strong organic growth we have been able to invest and build for the future. Integration of the three businesses that we acquired is progressing well and we have entered the new financial year with an improved suite of products and services to satisfy the wider energy needs of all businesses, regardless of size.

"The market in which we operate remains highly fragmented and we have still attracted only a very small percentage of our addressable market. Through our strong relationships with energy supply companies and our ability to identify customers and deliver the optimum solutions, we remain confident in the continued success of the Company."

For further information:

Utilitywise PLC	0870 626 0559
Geoff Thompson, CEO
finnCap (NOMAD and broker)	020 7220 0500
Matt Goode / Charlotte Stranner / Henrik Persson (Corporate Finance)
Simon Johnson (Corporate Broking)
Newgate Threadneedle	020 7653 9850
Josh Royston / John Coles / Hilary Millar

About Utilitywise

Utilitywise is a leading independent utility cost management consultancy based in South Shields, Tyne and Wear with offices in Portsmouth, Redditch, Leicester and Bury St Edmunds. The company has established trading relationships with a number of major UK energy suppliers and provides services to its customers designed to assist them in achieving better value out of their energy contracts, reduced energy consumption and lower carbon footprint.

Businesses large and small rely on Utilitywise for their energy management needs. Clients range in size from single site SME's to multinationals with thousands of sites and cover the whole of the UK. In total, Utilitywise manages over 67,000 energy meters which have an overall energy consumption of approaching 16 terra watt hours per annum.

Utilitywise is a UK company quoted on the AIM market of the London Stock Exchange. For more information, please visit www.utilitywise.com.

Chairman's Statement

I am delighted to be able to report on a very successful year for the Company, the first full year as a plc following its listing on AIM in June 2012.

Utilitywise has made considerable progress during the year under review and importantly has delivered against each of the key objectives that it set out at the time of its IPO. Additional headcount has been added at the Head Office in South Shields which has driven an impressive 61% increase in like for like revenue growth. 471 people are now employed at the Head Office, making Utilitywise one of the largest private sector employers in the region, a fact of which we are rightly proud. Adjusted profit before tax has improved by 81% to £7.0 million and adjusted earnings per share increased by 46% over the prior year to 7.9p. We are pleased to propose a final dividend payment of 1.8p making a total payment for the year of 2.6p per share.

The Group made three acquisitions during the period, namely Clouds Environmental Consultancy Ltd, Aqua Veritas Consulting Ltd and most recently Energy Information Centre Ltd (EIC). The acquisitions bring different products and services, expertise and market reach to Utilitywise, enabling us to provide a wider range of support and advice to companies of all sizes to meet their ongoing energy requirements. Companies have a responsibility to shareholders not only to take advantage of short term opportunities but also to position themselves for future success. These additions to the Group are evidence of the progress being made in that respect and the Board will continue to assess opportunities that could further enhance our position in this highly fragmented market.

Michael Dent and Simon Butterfield joined the Board of Directors during the course of the year and it has been a pleasure to work with them and benefit from their operational knowledge. I am also pleased that Jeremy Middleton and Jon Kempster have agreed to join the Board as Non-Executive Directors. They have distinguished records in public companies and I have no doubt that the Group will benefit from their experiences and wisdom. These additions align us with best practice corporate governance, a duty that the Board takes seriously.

To fund the EIC acquisition and in order to satisfy institutional demand, £22.2 million of shares were placed with institutional investors in July of this year and I would like to take this opportunity to welcome new investors and to thank existing shareholders for their continued strong support. Utilitywise listed on AIM in order to fund organic growth, invest further in products and services and to enable appropriate acquisitions and these results clearly demonstrate the benefits that can accrue to a company and its shareholders from a successful use of the public markets.

Energy procurement and management is becoming increasingly important for all businesses. With Utilitywise's broad array of products and services, its expertise at advising companies of all sizes and its dedication to providing the very best solutions to meet clients' needs, I remain confident that the Group is well placed to succeed in the short, medium and long term.

Richard Feigen

CEO Statement

I am pleased to report that Utilitywise continues to make great progress and has enjoyed a very fruitful year, its first full year as a plc following the successful listing on AIM in June 2012.

Business Model

Utilitywise specialises in energy procurement and energy management services for businesses. The Company negotiates rates with energy suppliers on behalf of business customers, provides an account care service and offers a range of products and services designed to assist customers manage their energy consumption. Customers are based throughout the UK and the Republic of Ireland across a variety of industry sectors and the public sector, and range in size from small single site customers to large multi-site customers.

The business has two major focuses of activity:

Energy procurement

The Company has two main routes to market for the delivery of procurement services. Firstly, the Company has energy consultants who contact prospective customers identified by the Company's bespoke IT search system to offer a potentially reduced energy tariff and various energy management products and services designed to assist in identifying ways to reduce that customer's overall energy consumption. Secondly, the Company operates a "partner channel" where organisations refer customers to Utilitywise and commissions generated from those customers are shared between Utilitywise and the referring organisation.

Energy management

These products and services are designed to assist customers to manage their energy consumption; they also generate additional revenues for Utilitywise. The energy management products and services include:

· Account care

· Energy health check

· Energy audit

· Ecofit

· Edd:e energy monitor

· Utility insight

· Smart meters

· Carbon zero

The Group has continued to develop in both of these areas. Since the listing on AIM the Directors have concentrated on ensuring that the energy procurement business has grown in line with targets and the revenues relating to this activity contribute to more than 90% of the Group's revenue.

Energy management services have experienced growth in the period following the successful acquisitions of energy management businesses towards the end of the year.

Following integration of all three newly acquired businesses the Directors are currently reviewing all of the operational structures and the management information that is available to them.

For these reasons, the Directors consider that there is one operating segment in place for the year. More focus will be made on providing both energy procurement and energy management services to the full customer portfolio in the future and the Directors expect to provide further analysis of the activities in the next reporting period as the reporting systems are updated and the Group develops.

The Directors believe that the UK market fragmentation, the low penetration of third party intermediaries (TPIs) in the UK commercial market and the Company's current share of the total potential market, means that there is an opportunity to increase the Company's market share through organic growth and acquisitions.

The Directors further believe that a forecast increase in energy prices will lead to increasing demand from customers for advice on energy management issues and that this demand creates the opportunity for the Company to continue with its recent organic growth.

In addition to the Company's aim to grow its market share of SME customers, the Directors believe that there is an opportunity to capitalise on the Company's established relationships with energy suppliers who are showing an interest in some of the Company's energy management products and services for sale into the supplier's customer base.

Results

The Group has developed in all areas of its operations and delivered a 61% increase in like for like revenue growth, largely driven by increased headcount in line with our stated strategy. We are also pleased to have made three acquisitions during the year with each one of them bringing in new skill and product sets, different areas of expertise and well trained, enthusiastic, committed people. Including the contributions from the acquired businesses, total revenue for the year increased by 73% to £24.8 million (2012: £14.4 million) which is particularly impressive given that two of those acquisitions were only part of the Group for three months and one month respectively. Gross margin also improved to 47% (2012: 43%), resulting in a 81% increase in adjusted profit before tax of £7.0 million (2012: £3.9 million). The Board is recommending a final dividend payment of 1.8p per share, making a total dividend for the year of 2.6p.

These results demonstrate the momentum we have established, as we continue to grow headcount to support organic growth and successfully integrate our recent acquisitions, but more fundamentally continue to show the strength of our proposition, the hard work of our people and most importantly the value we add to our customers.

Customer Growth

Our core energy intermediary offering to commercial customers has continued to scale throughout this reporting period as evidenced by the volume of new customers we contracted in 2013. As at our IPO in June we had over 10,000 contracted customers and this grew to over 11,400 customers and over 32,972 meters by September 2012. On a like for like basis this now stands at 15,333 customers and 44,361 meters as at the year end, with EIC adding a further 550 customers and 23,000 meters.

This has been principally driven by the increased energy consultant headcount to 281 at 31 July 2013, up from 181 at the previous year end. Given the sophistication of our leading software based analysis tools, headcount remains the greatest driver of our core offering in order to convert the vast number of opportunities identified. As such, we will continue to add further to our staffing levels over the course of the current year. The success of this approach can be further seen through the level of contracts waiting to go live, one of our key forward looking metrics, which was £16.6 million at 31 July 2013, compared with £7.1 million at the prior year end. This has increased further to £18.2 million as at 30 September 2013.

Proprietary Systems and Solutions

Investment has continued in the Group's IT systems and processes to support further growth and this has included the development of Darwin, our core CRM solution, which will result in the launch of improved functionality in the first quarter of 2014. In addition the Group has developed the system to support our presence in the French market.

Our acquisitions have allowed us to invest further in Energy Services with improvements to our Edd:e sub-metering solution that is now fully integrated to our multi-utility reporting platform - Utility Insight.

In addition, the Group has continued the development and testing of its own voltage optimisation product which has been designed to deliver value to customers at a competitive price and with functionality not available elsewhere.

Acquisitions

During the year under review Utilitywise added three exciting businesses to the Group, in line with our stated strategy at the time of the IPO. Each of these added new expertise to the Group and helped us to add and develop different product sets to meet our clients' wider energy needs.

Clouds Environmental Consultancy Ltd, based in Portsmouth, was acquired in October 2012 for a maximum consideration of £985,000 plus a working capital adjustment of £55,821. Its range of products and services complemented and extended our own offering, including energy auditing, energy efficiency advice, air conditioning inspections, building assessments, energy awareness programmes, as well as carbon compliance services, to a commercial customer base. The Clouds Environmental Consultancy team has also added further technical expertise and helped develop our proprietary software tools to add even more functionality.

Aqua Veritas Consulting Ltd joined the Group in April this year for a consideration which will be capped at £4 million dependent on meeting certain EBITDA targets as at April 2014. The business added its water consultancy services to our portfolio and therefore offers an additional focus to our existing product suite. Aqua Veritas has developed the OBox AMR metering solution that feeds data into our Utility Insight multi-utility reporting platform. This system has achieved early success and has recently been installed in over 500 locations for a UK top four supermarket brand as well as an initial roll out with a further FTSE 100 company.

Our latest, and largest acquisition to date, was the addition of Energy Information Centre Limited (EIC), completed in early July for a total equity consideration of £15.5 million and a working capital adjustment of £2,701,154. EIC's strength lies within the larger enterprise, industrial & commercial market, complementing Utilitywise's leading position in the SME market. Importantly, EIC also provides additional capabilities including providing market intelligence, fixed and flexible procurement, individual and portfolio risk management, data and bureau solutions, carbon compliance services, as well as water management, to a customer base of major energy users.

I am pleased to report that each of the businesses is integrating well. As a result, Utilitywise has a much broader offering and expertise in providing the right products for any company's wider energy needs, be they large or small. We have also increased our geographical reach, with locations in Portsmouth, Leicester, Redditch and Bury St Edmunds as well as our Head Office in South Shields, enabling us to service clients in any part of the UK more easily.

The Group remains alert to further opportunities in this highly fragmented market which could bring additional products, services or expertise to our existing capability. With the strengthened Board of Directors we have a deeper expertise in M&A activity and our Chairman in particular will continue to work closely with the Executive team to assess the viability of potential targets and the benefits that they could bring to the Group.

Outlook

The Directors' believe that the UK market fragmentation, the low penetration of third party intermediaries (TPIs) in the UK commercial market and the Group's current share of the total potential market, means that there is an opportunity to increase the Group's market share through organic growth and acquisitions.

The Directors' further believe that a forecast increase in energy prices will lead to increasing demand from customers for advice on energy management issues and that this demand creates the opportunity for the Group to continue with its recent organic growth.

Our relationships with the UK energy supply companies remains strong and we enjoy an enviable position as a partner they can rely upon to deliver customer volume and an innovative approach to solving the business customer's energy management needs. We believe that there is further opportunity for growth through these suppliers, some of whom are showing an interest in some of the Group's energy management products and services for sale into the supplier's customer base.

The new financial year has started in line with expectations with the value of secured contracts waiting to go live increasing to £18.2 million at 30 September compared to £16.6 million at 31 July. We look forward to another period of strong growth.

Geoff Thompson

CFO Statement

Results for the year

The Group has continued its strong growth throughout 2013 and has produced some outstanding increases across revenue, gross profit EBITDA and PBT both through acquisition and continued very strong organic growth.

Financial Highlights

	2013 (£000's)	2012 (£000's)	% change
Revenue	24,826	14,383	+73
Gross profit	11,706	6,203	+89
Gross margin	47.2%	43.1%	+4.1 ppts
EBITDA*	7,386	4,124	+79
Profit Before Tax**	6,980	3,859	+81
Diluted earnings per share#	7.9p	5.4p	+46

*Excluding exceptional items relating to acquisition costs of £0.8 million, (2012: £0.4 million) and share based payment expenses of £0.2 million (2012: £Nil)

** As above, but excluding amortisation relating to acquired intangibles of £0.2 million (2012: £Nil)

As above, but including the tax impact of the above adjustments

EBITDA is defined as profit from operations plus depreciation and amortisation. Exceptional items relate to costs associated with the acquisitions of Clouds Environmental Consultancy, Aqua Veritas Consulting and Energy Information Centre transacted during the period.

Key Performance Indicators

Some of the key performance indicators used by the Directors are as follows:

KPI	2013	2012	% change
Energy consultants at 31 July	281	181	+55
Contracts secured	27,794	20,013	+39
Future secured revenue	£16.6 million	£7.1 million	+134

The Group continues to perform well against its core objectives of securing new contracts and increasing revenue through organic growth. What is particularly pleasing is the growth in future secured revenue which represents the visible revenue streams the group has secured but which is not yet recognised in the financial statements.

In 2013, the group generated revenue of £24.8 million, an increase of 73% over 2012 with a like for like increase of 61% (excluding performance from acquired companies). The metric that underpins revenue is the value of contracts going live which, at £25.8 million were 52% higher than the previous year. Energy consultant head count increased from 181 as at July 2012 to 281 at the end of July 2013. It is this expansion that drives the growth of the business. This increase in consultant head count is also reflected in the value of secured contracts awaiting go live standing at £16.6 million, an increase of 134% on 31 July 2012.

The gross margin has increased to a very healthy 47%, four points up on the prior year, as the new energy consultants recruited in the first six months reached full sales maturity. We anticipate the long term trend for gross margin performance to level out at circa 45% in the core business. The three acquisitions completed during the year made positive contributions. Clouds Environmental Consultancy strengthened our proposition and improved sales in the technical audit arena and both Aqua Veritas Consulting and Energy Information Centre contributed revenue and profit in the last month of the financial year.

Administrative expenses at £5.19 million, excluding exceptional items relating to acquisition costs, were up 115% on the prior year as full years costs of the new building were expended in the year and the additional expenses related to acquisitions were absorbed.

Adjusted EBITDA at £7.4 million represents a 79% increase on 2012 (61% like for like increase) and an adjusted profit before tax at £7.0 million represents a 81% increase on 2012 (60% like for like increase).

Cash and Borrowings

As at the 31 July 2013 the group had net cash balances of £4.0 million with the group continuing to generate cash throughout the year under review, with £2.9 million cash generated from operations. Net cash balances represent cash and cash equivalents less loans and borrowings. Net of cash acquired the group utilised £9.0 million in the acquisition of subsidiaries.

Balance Sheet

The Groups non-current assets at the 31 July 2013 include £13.7 million relating to goodwill and £7 million relating to intangible assets with movements in the period resulting from the acquisitions of Clouds Environmental Consultancy, Aqua Veritas Consulting and Energy Information Centre. Non-current assets also include a balance of £6.3 million relating to accrued revenue with £4.6 million held as deferred revenue in non-current liabilities representing cash received from suppliers in advance of go live resulting in an effective net asset of £1.7 million.

A similar position exists in current assets where accrued revenue of £4.4 million and advance receipts of £2.4 million lead to an effective net asset of £2 million. Trade receivables at £3.8 million have increased in line with trading and the expanded debtor book associated with the acquisitions whilst inventories have remained relatively constant. Trade and other payables include £2.3 million associated with deferred consideration relating to the three acquisitions in the period.

Dividend policy and dividend

The Board is proposing a final dividend of 1.8p per share subject to the approval of the shareholders at the Annual General Meeting. The dividend per share will be paid on 13 December 2013 to shareholders on the register at close of business on 29 November 2013.

Andrew Richardson

Consolidated statement of total comprehensive income

		12 months ended	12 months ended
		31 July 2013	31 July 2012
	Note	£	£
Revenue	3	24,825,547	14,382,806
Cost of sales		13,119,386	8,180,207
Gross profit		11,706,161	6,202,599
Other operating income		142,739	109,582
Administrative expenses		5,194,916	2,420,454
Exceptional items	4	826,935	391,398
Total administrative expenses		6,021,851	2,811,852
Profit from operations before exceptional items		6,653,984	3,891,727
Exceptional items	4	(826,935)	(391,398)
Profit from operations		5,827,049	3,500,329
Finance income		41,296	-
Finance expense		83,521	32,257
Profit before tax		5,784,824	3,468,072
Tax expense		1,371,094	1,036,062
Profit for the year attributable to equity holders of the parent company		4,413,730	2,432,010
Other comprehensive income (net of tax)		-	-
Total comprehensive income attributable to equity holders of the parent company		4,413,730	2,432,010
Earnings per share for profit attributable to the owners of the parent during the year
Basic	5	0.070	0.047
Diluted	5	0.066	0.047

Consolidated statement of financial position

		As at	As at
		31 July 2013	31 July 2012
	Note	£	£
Non-current assets
Property, plant and equipment		4,795,670	788,189
Goodwill	6	13,697,092	2,356,960
Intangible assets		6,943,854	46,678
Accrued revenue		6,287,052	1,536,804
Total non-current assets		31,723,668	4,728,631
Current assets
Inventories		80,825	98,622
Trade and other receivables		8,796,481	1,242,017
Cash and cash equivalents		9,014,680	8,227,499
Total current assets		17,891,986	9,568,138
Total assets		49,615,654	14,296,769
Current liabilities
Trade and other payables		12,644,484	2,820,669
Loans and borrowings		1,252	24
Corporation tax liability		1,357,362	523,910
Total current liabilities		14,003,098	3,344,603
Non-current liabilities
Trade and other payables		4,669,308	66,790
Loans and other borrowings		5,000,000	-
Deferred tax liability		1,225,311	48,655
Total non-current liabilities		10,894,619	115,445
Total liabilities		24,897,717	3,460,048
Net assets		24,717,937	10,836,721

		As at	As at
		31 July 2013	31 July 2012
	Note	£	£
Equity attributable to equity holders of the company
Called up share capital	7	71,858	61,426
Share premium		10,864,765	6,187,598
Merger reserve		5,684,693	-
Share option reserve		228,916	20,952
Retained earnings		7,867,705	4,566,745
Total equity		24,717,937	10,836,721

Consolidated statement of changes in equity

	Share capital	Share premium	Share option reserve	Merger reserve	Retained earnings	Total
	£	£	£	£	£	£
At 1 August 2011	100	-	-	-	2,184,635	2,184,735
Profit for the period	-	-	-	-	2,432,010	2,432,010
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	2,432,010	2,432,010
Capitalisation of reserves	49,900		-	-	(49,900)	-
Share option expense	-	-	20,952	-	-	20,952
Issue of shares	11,426	6,844,079	-	-	-	6,855,505
Share issue costs	-	(656,481)	-	-	-	(656,481)
Equity as at 31 July 2012	61,426	6,187,598	20,952	-	4,566,745	10,836,721

Profit for the period	-	-	-	-	4,413,730	4,413,730
Other comprehensive income	-	-	-	-	-	-
Total comprehensive income for the year	-	-	-	-	4,413,730	4,413,730
Dividends paid	-	-	-	-	(1,112,770)	(1,112,770)
Share option expense	-	-	207,964	-	-	207,964
Issue of shares	10,432	4,995,000	-	5,684,693	-	10,690,125
Share issue costs	-	(317,833)	-	-	-	(317,833)
Equity as at 31 July 2013	71,858	10,864,765	228,916	5,684,693	7,867,705	24,717,937

Consolidated cash flow statement

	12 months ended	12 months ended
	31 July 2013	31 July 2012
	£	£
Operating activities
Profit before tax	5,784,824	3,468,072
Finance income	(41,296)	-
Finance expense	83,521	32,257
Depreciation of property, plant and equipment	332,911	187,084
Share option expense	207,964	20,952
Grant income	(36,000)	(35,256)
Amortisation of intangible fixed assets	191,406	45,476
Loss on disposal of property, plant and equipment	-	28,844
	6,523,330	3,747,429
(Increase)/Decrease in trade and other receivables	(10,778,551)	2,696,417
(Increase)/Decrease in inventories	17,796	31,479
Increase/(Decrease) in trade and other payables	7,142,642	112,480
	(3,618,113)	2,840,376
Cash generated from operations	2,905,217	6,587,805
Income taxes paid	(1,206,853)	(1,588,412)
Net cash flows from operating activities	1,698,364	4,999,393
Investing activities
Purchase of property, plant and equipment	(467,063)	(606,176)
Purchase of intangibles	(57,557)	(92,154)
Acquisition of subsidiary, net of cash acquired	(8,997,012)	(2,490,255)
Sale of property, plant and equipment	-	12,548
Net cash used in investing activities	(9,521,632)	(3,176,037)
Financing activities
Issue of shares	5,000,000	6,905,405
Share issue costs	(317,833)	(656,481)
Loans repaid	(24)	(39,945)
Loans received	5,000,000	-
Finance income	41,296	-
Finance expense	(220)	(32,257)
Dividends paid	(1,112,770)	-
Net cash raised from financing activities	8,610,449	6,176,722
Net increase in cash and cash equivalents	787,181	8,000,078
Cash and cash equivalents at beginning of period	8,227,499	227,421
Cash and cash equivalents at end of period	9,014,680	8,227,499

Notes to financial statements

1.The financial information set out herein does not constitute the Group's statutory accounts for the year ended 31 July 2013 or the year ended 31 July 2012 within the meaning of section 435 of the Companies Act 2006, but is derived from those accounts. The information has been derived from the audited statutory accounts for each of those years upon which an unqualified audit opinion was expressed and which did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The audited accounts will be posted to all shareholders in due course and will be available upon request by contacting the Company Secretary at the Company's registered office.

2. Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs"), as adopted by the European Union (EU).

Utilitywise Plc is incorporated and domiciled in the United Kingdom.

The principal accounting policies have been applied consistently to all years and are set out below.

3. Segment information

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team including the Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.

During the current year the Group offered both energy procurement and energy management services. The Board considers that due to the aggregation criteria in IFRS 8 that the services offered form one segment for the current year. As the energy management revenues grow a reassessment of operating segments will take place.

The Board considers that the Group's project activity constitutes one operating and one reporting segment, as defined under IFRS 8. Management reviews the performance of the Group by reference to total results against budget.

Other information

	12 months ended	12 months ended
	31 July 2013	31 July 2012
	£	£
Revenue arises from:
Provision of services	24,825,547	14,382,806
Analysis of concentration of customers top 3 and other:
Customer 1	4,462,733	3,903,870
Customer 2	3,849,416	3,640,727
Customer 3	3,662,059	3,086,538
Other	12,851,339	3,751,671
	24,825,547	14,382,806

4. Exceptional items

Exceptional items in the year ended 31 July 2013 relate to the costs incurred in the acquisitions of Clouds Environmental Consultancy Limited, Aqua Veritas Consulting Limited and Energy Information Centre Limited. Costs associated with share issues have been taken to the share premium account. Please see the Consolidated Statement of Changes in Equity.  Exceptional items in the year ended 31 July 2012 relate to a one off lease termination fee of £75,000 and £316,398 of listing fees incurred on admission to the AIM.  £316,398 is considered to be the listing fee value attributable to shares in issue prior to the AIM listing. Exceptional items are included in administrative expenses in the income statement.

5. Earnings per share

Basic profit per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.

Diluted profit per share is calculated by adjusting the weighted average number of ordinary shares in issue to assume the conversion of all potentially dilutive ordinary shares.

	12 months ended	12 months ended
	31 July 2013	31 July 2012
	£	£
Profit
Profit used in calculating basic and diluted profit	4,413,730	2,432,010
Number of shares
Weighted average number of shares for the purpose of basic earnings per share	63,220,550	51,523,446
Effects of:
Employee share options and warrants	3,109,573	327,944
Contingent shares to be issued	315,315	-
Weighted average number of shares for the purpose of diluted earnings per share	66,645,438	51,851,390

6. Acquisition

Utilitywise Plc acquired the entire share capital of Clouds Environmental Consultancy Limited on 1 October 2012 for £1,040,821 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares, an element of which is contingent on the performance of Clouds Environmental Consultancy Limited to 31 July 2013. Contingent consideration has been included as a best estimate of amounts payable.

Goodwill on consolidation has been calculated as follows:

		£
Amount of consideration		1,040,821
Fair value of net assets acquired:
Property, plant and equipment		15,260
Receivables		122,289
Cash		159,152
Payables		(251,789)
Net assets		44,912
Goodwill		995,909

Consideration:
Cash		355,821
Shares issued		300,000
Contingent		385,000
Total  consideration		1,040,821

The goodwill reflects expected synergies from combining the two businesses and is not tax deductible.

The total value of the contingent consideration is based on a multiple of expected EBITDA capped at £385,000. This is split equally between cash and shares.  All of the contingent consideration is included in trade and other payables as it meets the definition of a financial liability.

Since the date of acquisition Clouds Environmental Consultancy Limited has generated revenue of £916,913 and a profit before tax of £203,999 which is included in the consolidated statement of comprehensive income. 

Assuming Clouds Environmental Consultancy Limited was acquired at the beginning of the annual reporting period, group revenue would be £24,966,494 and profit before tax £6,053,067. 

The Group estimate costs incurred in relation to the transactions to be £49,403. These costs are included within exceptional items in the consolidated statement of total comprehensive income.

Acquisition of Aqua Veritas Consulting Limited

Utilitywise Plc acquired the entire share capital of Aqua Veritas Consulting Limited on 16 April 2013 for £2,161,677 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares, an element of which is contingent on the performance of Aqua Veritas Consulting Limited to 30 April 2014. Contingent consideration has been included as a best estimate of amounts payable.

Goodwill on consolidation has been calculated as follows:

		£
Amount of consideration		2,161,677
Fair value of net assets acquired:
Customer related intangible assets		443,000
Technology based intangible assets		241,000
Property, plant and equipment		12,158
Receivables		349,011
Cash		15,361
Payables		(566,495)
Deferred tax liability		(136,800)
Net assets		357,235
Goodwill		1,804,442

Consideration:
Cash		70,385
Liabilities settled		91,292
Contingent		2,000,000
Total consideration		2,161,677

Customer related intangible assets relate to customer relationships in place at the date of acquisition.

Technology related intangible assets relate to hardware design intellectual property.

The goodwill reflects the value of the workforce and expected synergies from combining the two businesses and is not tax deductible.

The total value of the contingent consideration is based on a multiple of expected EBITDA, capped at £4,000,000. This is split equally between cash and shares. All of the contingent consideration is included in trade and other payables as it meets the definition of a financial liability.

Since the date of acquisition Aqua Veritas Consulting Limited has generated revenue of £276,886 and a profit before tax of £168,198 which is included in the consolidated statement of comprehensive income. 

Assuming Aqua Veritas Consulting Limited was acquired at the beginning of the annual reporting period, group revenue would be £24,940,096 and profit before tax £5,844,453. 

The Group estimate costs incurred in relation to the transactions to be £70,892. These costs are included within exceptional items in the consolidated statement of total comprehensive income.

Acquisition of Energy Information Centre Limited

Utilitywise Plc acquired the entire share capital of Energy Information Centre Limited on 3 July 2013 for £18,201,154 in order to enhance the service offering provided by the Group.

Consideration consisted of both cash payments and the issue of shares.

Goodwill on consolidation has been calculated as follows:

		£
Amount of consideration		18,201,154
Fair value of net assets acquired:
Customer related intangible assets		6,239,000
Intangible fixed assets		108,025
Property, plant and equipment		3,845,911
Investments		200
Receivables		1,094,239
Cash		3,008,473
Payables		(3,386,678)
Deferred tax liability		(1,247,800)
Net assets		9,661,370
Goodwill		8,539,784

Consideration:
Cash		11,662,500
Shares issued		5,390,125
Deferred cash		1,148,529
Total consideration		18,201,154

Customer related intangible assets relate to customer relationships in place at the date of acquisition.

The goodwill reflects the value of the workforce and expected synergies from combining the two businesses and is not tax deductible.

Since the date of acquisition Energy Information Centre Limited has generated revenue of £531,444 and a profit before tax of £145,867 which is included in the consolidated statement of comprehensive income. 

Assuming Energy Information Centre Limited was acquired at the beginning of the annual reporting period, group revenue would be £31,108,691 and profit before tax £7,901,001. 

The Group estimate costs incurred in relation to the transactions to be £786,131. Of this amount £317,833 relate to the issue of new shares to fund the acquisition and have subsequently been taken to the share premium reserve. The remaining costs are included within exceptional items in the consolidated statement of total comprehensive income.

7. Share capital

	As at	As at
	31 July 2013	31 July 2012
Share capital issued and fully paid
71,858,078 Ordinary shares of £0.001 each	71,858	61,426

Ordinary shares carry the right to one vote per share at general meetings of the Company and the rights to share in any distribution of profits or returns of capital and to share in any residual assets available for distribution in the event of a winding up.

On 1 October 2012 a further 394,736 shares were issued at £0.76 per share, which resulted in a merger reserve of £299,605 and additions to share capital of £395.

On 13 June 2013 a further 5,000,000 shares were issued at £1.00 per share, which resulted in a share premium of £4,995,000 and additions to share capital of £5,000. Costs associated with the share issue of £317,833 have been offset against the share premium account in the period.

On 13 June 2013 a further 5,037,500 shares were issued at £1.00 per share for consideration in the investment in Energy Information Centre Limited. The investment has been recognised at fair value in the consolidated financial statements which resulted in additions to merger reserve of £5,385,088 and additions to share capital of £5,037.

This information is provided by RNS

The company news service from the London Stock Exchange

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