30 September 2024
eEnergy Group
plc
("eEnergy", "the Company" or "the Group")
Results for the six months
ended 30 June 2024
eEnergy (AIM: EAAS), the net zero
energy services provider, announces an update on trading for the
six months ended 30 June 2024 ("the Period").
Financial highlights
●
|
H1 24 Core Revenue(1) of
£6.0m (pro forma(2) H1 23 £11.0m)
|
●
|
H1 24 Core Adjusted
EBITDA(1) loss of £(2.0)m (pro forma(2) H1 23
£0.5m)
|
●
|
Sale of Energy Management Division
for an initial consideration of £29.3m
|
●
|
Loss Before Tax £(4.9)m (pro
forma(2) H1 23 £(2.0)m)
|
●
|
Net cash £6.0m (30 June 23 net debt
£(7.4)m)
|
●
|
£5.2m solar contract signed with
Spire Healthcare plc, the Group's largest to date
|
●
|
Strong sales pipeline growth of 25%
up in the Period
|
Operational highlights
●
|
Significant progress made to
streamline and restructure the business following sale of Energy
Management Division
|
●
|
Restructuring has brought improved
efficiencies delivering clear upward trend in pipeline and
margins
|
●
|
Solar continued its strong growth
accounting for 34% of revenues in H1 24
|
●
|
Secured £40m project funding
facility with NatWest to finance energy efficiency and onsite
generation technologies for the Group's public sector
customers
|
●
|
Investment in people and change in
Board and management, Nick Clark appointed to new role of Chief
Operating Officer, John Gahan appointed as CFO, and
Andrew Lawley, previously Non-Executive Director,
appointed as Non-Executive Chair
|
Outlook
●
|
H2 24 started with strong
momentum
· Record
quarterly revenue forecasted by management for Q3 of £9.2m reflects
strong performance in solar division and investment in
people
|
●
|
Revenues for rest of FY24
underpinned by contracted forward order book of £7.6m at end
September, of which £6.4m is expected to convert to revenue during
the remainder of FY24
|
●
|
Market conditions have improved
during the period and the business has entered H2 24 with a
substantial pipeline and strong momentum
|
●
|
Whilst the Board is pleased to
maintain full year revenue guidance at £25 million - £26 million,
it notes that this is linked to a high volume of projects scheduled
for installation towards the end of the year when timing of project
delivery can be exposed to adverse weather conditions in the
short-term. Any variation in revenue for the full year would be
expected to have a corresponding impact on earnings.
|
Management and Directorate changes
Following the disposal of the Energy
Management Division and consistent with a shift in the Group's
strategy away from M&A, it has been agreed that Crispin
Goldsmith will step-down as CFO. The Board would like to thank
Crispin for his contributions to the growth
of the business, including the build-out and subsequent disposal of
the Energy Management Division, and wishes him well for the
future.
The Board are pleased to announce
the appointment of John Gahan as the Company's Chief Financial
Officer and to the Board as director. John joins from Simbec-Orion
Group and was previously Finance Director of Sprue Aegis plc, an
AIM-quoted technology products business with a £100 million market
cap. John has extensive financial, commercial and operational
experience during periods of fast growth.
Crispin Goldsmith will step down
from the Board as CFO and move to a consultant role to ensure a
smooth handover process.
The change will be effective from 1
October 2024.
Harvey Sinclair, eEnergy CEO, commented:
"Following the sale of our Energy Management
Division, the last six months has been a period in which we have
taken the opportunity to realign the group to focus on our improved
efficiencies while investing in our team, making appointments at
both the Board and management level. I am pleased to report we have
made significant operational progress which has laid the
foundations for continued growth and increased market
share.
"After a challenging market environment over the last 12
months, we have started to see improving market conditions in line
with our expectations. Organisations have renewed their focus on
both energy reduction initiatives and clean energy generation
solutions. This is reflected in our strong sales pipeline which is
up 25% in the period, and I am pleased to announce we have achieved
a record quarterly revenue for Q3.
"We have strong momentum in the business and with the market
conditions continuing to improve we look forward to updating
shareholders on our progress in H2.
"Finally, I welcome John Gahan as our new CFO who starts
tomorrow. I would like to thank Crispin Goldsmith for his role in
repositioning the business post the sale of our Energy Management
Division."
Investor presentation
Harvey Sinclair, CEO,
and Crispin Goldsmith will host an
online presentation via the Investor Meet
Company platform for investors at 9am on
Tuesday 1 October 2024.
The presentation is open to all
existing and potential shareholders. Questions can be submitted
pre-event via the Investor Meet Company dashboard up until 9am the
day before the meeting, or at any time during the live
presentation. A recording of the presentation will be available
after the event.
Sign up for free via:
https://www.investormeetcompany.com/eenergy-group-plc/register-investor
1 Core Revenue and Core
Adjusted EDIBTA relate to the underlying revenues and earnings of
the continuing operations of the Group for the period. They exclude
amounts related to the Energy Management Division, including
pre-completion revenues and costs, and the accounting treatment of
the disposal. They are stated before share-based payments and
exceptional items. Exceptional items are those items which, in the
opinion of the Directors, should be excluded in order to provide a
consistent and comparable view of the underlying performance of the
Group's ongoing business and include transaction-related items,
restructuring and integration costs.
2 'pro forma' means on a
like-for-like basis, for the comparative period 1 January to 30
June 2023 adjusted for the sale of the Energy Management
Division.
This announcement contains inside
information for the purposes of Article 7
of EU Regulation 596/2014. The person responsible for
arranging for the release of this announcement on behalf of eEnergy
is Harvey Sinclair, Chief Executive
Officer.
For
further information, please visit www.eenergy.com
or contact:
eEnergy Group plc
|
Tel: +44 20 7078 9564
|
Harvey Sinclair, Chief Executive
Officer
Crispin Goldsmith, Chief Financial
Officer
|
info@eenergy.com
|
Strand Hanson Limited (Nominated Adviser)
|
Tel: +44 20 7409 3494
|
Richard Johnson, James Harris, David
Asquith
|
|
Canaccord Genuity Limited (Broker)
|
Tel: +44 20 7523 8000
|
Max Hartley, Harry Pardoe (Corporate
Broking)
|
|
|
|
Tavistock
|
Tel: +44 207 920 3150
|
Jos Simson, Simon Hudson, Katie
Hopkins
|
eEnergy@tavistock.co.uk
|
About eEnergy Group plc
eEnergy (AIM: EAAS) is
revolutionising the path to Net Zero as a leading digital energy
services provider for B2B and public sector organisations. We
eliminate the barriers to clean energy generation and energy waste
reduction, offering solutions that don't require upfront capital
investment. Our vision is clear: make Net Zero possible and
profitable for every organisation.
Our primary services
include:
· Reduce: LED lighting and
controls
· Generate: Solar PV, ground
mount, rooftop, and carport
· Charge: EV charging and
management software
All eEnergy's services come with
intelligent circuit-level energy analytics and are funded through
NatWest or Siemens to provide an off-balance sheet-compliant
energy-as-a-service solution.
eEnergy has completed over 1,100
decarbonisation projects within the B2B and public sector. We are
#1 in the education sector, having worked with over 840 schools,
installing over half a million LED lights, and improving the
learning environment for over 443,000 students-enough to fill
Wembley Stadium almost five times over. In one year alone, eEnergy
has saved the education sector £13 million in energy costs. With
over 70% of schools yet to transition to LED lighting and over 90%
yet to deploy solar, eEnergy estimates that at least £5.4 billion
would need to be invested to install adequate rooftop solar, LED
lighting, and EV charging infrastructure in UK schools.
eEnergy is a market leader within
the education sector and has been awarded the Green Economy Mark by
the London Stock Exchange.
CEO
Statement
It has been a busy and productive
six months, with significant change across the Group, including the
sale of the Energy Management Division in February 2024 ("the
"Disposal"). We have taken the opportunity to pause and reset,
taking time to invest in our infrastructure, people and platforms,
with actions also being taken to reduce the Group's PLC
cost-base. The Board is pleased to report
significant operational progress has been made which has laid the
foundations for continued growth and increased market
share.
Operationally, our first half
trading performance has reflected weak market conditions, legacy
balance sheet constraints and disruption as a result of the
Disposal and consequent business separation. After a lull during H2
FY23 and into early FY24, we have seen a strengthening and
re-acceleration of the Net Zero agenda towards the end of H1 FY24
and into the start of H2 FY24. This is reflected in our strong
sales pipeline which is up 25% in the period, and we have seen the strong performance in solar and
investment in people already impact trading and produce a record
quarterly revenue for Q3.
The
new, simplified eEnergy business model with a strengthened balance
sheet
During the period the separation
from the Energy Management Division was executed. With the
businesses having previously been fully integrated, the separation
process has been challenging. It has involved the completion of the
ERP implementation in parallel to carving out a standalone
accounting system and building independent infrastructure and
platforms.
This has ultimately led to a
disruptive period of change which management have embraced as a one
off opportunity to restructure the remaining Energy Services
Division and to provide a strong, scalable platform for
growth.
To achieve this, we have invested in
the people and technology that will drive growth, particularly to
support a step-change in Solar. We have strengthened our management
team and are pleased to have Nick Clark join us as a full-time COO,
a new senior management role. He brings extensive expertise and a
proven track record in successful operational growth and will be
instrumental in driving eEnergy forward.
The receipt of the initial £25
million for the Energy Management Division has significantly
strengthened our balance sheet, removing previous constraints and
repaying substantially all debt. Our strong financial position has
been enhanced by our innovative funding facility with NatWest which
we are now drawing down on regularly. We now have the working
capital to tender for much larger multi-million pound contracts and
can consequently secure improved terms from our supply
chain.
As we look to pivot to healthcare
and frameworks agreements, we intend to leverage our financing
capabilities, with our platform, technology, and systems receiving
investment to help scale up. During the period we strengthened our
frameworks capability to complement our direct sales resources.
This has required investment in the processes and technology to
on-board with selected frameworks across different segments of the
public sector.
The
market and the opportunity
During the energy crisis in 2022
there was a surge in demand and the market was set for an
acceleration of energy transition projects. Instead however, the
market took a pause and as a result we have seen a reduction in
momentum during the latter part of 2023 and into early 2024. This
pause was driven by falling energy prices, increasing costs of
capital, and the cost increases across the supply chain.
However, we saw the market
strengthen towards the end of the period H1 FY24 and we believe the
future trajectory is now strong. Renewables continue to dominate
and solar, in particular, is set for significant expansion due to
its decreasing levelised cost of energy (LCOE) (a measure of the
cost of energy generated by a system). Electric vehicle (EV)
adoption is also accelerating and is projected to account for a
larger share of global car sales, increasing the potential
addressable market.
This strong momentum from the end of
our first half has continued. The new government is preparing to
drive Net Zero more actively as one of its levers for growth. The
public sector, we believe, will lead this activity and we are
already seeing public sector clients signing up to more flexible
financing arrangements which can allow them to adopt our products
and services with no upfront capital expenditure.
With the market still volatile,
customers are looking for security and stability of energy supply.
This is driving demand for onsite generation, and the opportunity
is greater than we previously anticipated. Currently, the market is
thinly served, with large barriers to entry and we are now well
placed to capture the opportunities created by limited
competition.
Currently, customers have more than
one energy transition driver, a combination of environmental,
economic and technological factors all contribute towards
customers' net zero requirements. Customers are always looking to
reduce costs and, move to cleaner and more sustainable energy
sources, all whilst reducing reliance on the grid. eEnergy seeks to
take advantage of the preference for one partner that can execute
multiple solutions simultaneously. The starting point comes with
the need for energy insights as organisations start to report their
carbon footprints and the changes they're delivering.
As a nation, we are facing a
combination of challenges: climate change, an unpredictable energy
market and the ongoing effects of the cost-of-living crisis. Our
aim is to highlight both the challenges and opportunities at hand
to drive greater awareness. Over the last 12 months, we have
commissioned independent research to ascertain the addressable
market in healthcare and education. The reports identified the
large opportunities within these sectors. The remaining addressable
education market is 65% which management believe values the
opportunity ats c. £2 billion, with a 50% remaining addressable
market in the NHS alone for LED lighting.
Results
The business had a slow start to the
year and experienced significant disruption and change through the
Disposal process and subsequent separation. In particular, the
majority of Q1 2024 was a period where the business continued to be
hampered by a weak balance sheet and, as previously highlighted,
this was exacerbated by weak market conditions. Lower energy prices
and higher costs of finance led to lengthened customer
decision-making cycles, culminating in a delay in contract
signings.
During the six month period to 31
June 2024, Core Revenues1 were £6.0 million, down from
£11.0 million in H1 2023 (pro forma2), and Core Adjusted
EBITDA1 moved to a loss of £2.0 million, year-on-year on
a like-for-like basis.
In February 2024, the Disposal was
completed for £29.3 million. The net proceeds from the Disposal are
being used to reinvest into the Company's high growth Energy
Services Division and substantially all the Group's previous debt
facilities of £8.1 million have now been repaid. Additional
contingent consideration, expected at the time of completion to be
between £8 million and £10 million, will also be due to the
Company, based on the trading performance of the Energy Management
Division for the period to 30 September 2025.
In March, we announced the new £40
million Project Funding Facility with NatWest ("the Facility"), to
finance energy efficiency and onsite generation technologies for
the Group's public sector customers. The Facility is a new
financing solution created by both parties and designed exclusively
for the funding of public sector energy transition projects across
the full range of eEnergy products. The Board believes that the
Facility gives eEnergy a unique, compliant off balance sheet
solution for public sector customers and will strengthen eEnergy's
competitive position in tendering for large multi-site
contracts.
We see growth opportunities across
all areas of the business, especially for solar multi-site
opportunities, and via frameworks, within the public
sector.
Board
Following the Disposal, the Company
announced a board restructure to reflect the simplified business.
John Foley stepped down from the board and his role as
Non-Executive Chair. Andrew Lawley, previously Non-Executive
Director, was appointed Non-Executive Chair. David Nicholl,
previously Non-Executive Director, also stepped down from the
board, but has however remained as an adviser to the
board.
Following the disposal of the Energy
Management Division and consistent with a shift in the Group's
strategy away from M&A, it has been agreed that Crispin
Goldsmith will step-down as CFO. The Board would like to thank
Crispin for his contributions to the growth
of the business, including the build-out and subsequent disposal of
the Energy Management Division, and wishes him well for the
future.
The Board are pleased to announce
the appointment of John Gahan who will take over the role of Group
CFO from 1 October 2024.
Outlook
We have strong momentum in the
business and the market conditions continue to improve. We entered
H2 FY with a robust contracted forward order book, and I am pleased
to say we have had a record quarterly revenue forecasted by
management for Q3 of £9.2 million, which reflects a strong
performance in solar division and investment in people.
The security of supply and the race
to Net Zero are back as a priority across the UK. With the increase
of energy transition drivers, we are seeing a particular increase
in demand for energy insights and Solar to provide energy stability
for businesses and organisations. Additionally, we have already
started to see the impact of the favourable new government policies
and a reform of regulations in the public sector, with the
reduction of red tape.
After a time of investment post the
Disposal, the Board is excited by the opportunities presented to
eEnergy and believes that we have the platform and resources in
place to take full advantage of these, beginning in the remainder
of this financial year. As a result, despite the challenges of the
first half, we are maintaining full year revenue guidance of £25
million - £26 million. The Board would like to note that this is
linked to a high volume of projects scheduled for installation
towards the end of the year when timing of project delivery can be
exposed to adverse weather conditions in the short-term. Any
variation in revenue for the full year would be expected to have a
corresponding impact on earnings. We look forward to a busy second
half.
Harvey Sinclair
Chief Executive
30
September 2024
CFO
Statement
Group key performance indicators
|
|
|
|
|
6-months to
June '24
|
6-months to June '23
(pro forma2)
|
|
|
£'000
|
£'000
|
|
|
|
|
Core Revenue1
|
|
6,020
|
11,020
|
Core Adj. EBITDA1
(before Central costs)
|
|
(1,104)
|
1,275
|
Core Adj EBITDA1 (before Central costs)
%
|
|
(18.3)%
|
11.6%
|
Core Adj EBITDA1 (after Central
costs)
|
|
(2,048)
|
461
|
|
|
|
|
Cash & cash equivalents (exc.
restricted balances)
|
|
5,989
|
597
|
Net Cash / (Debt) (excl. of
IFRS16)
|
|
5,959
|
(7,433)
|
|
|
|
|
|
|
1 Core Revenue and Core
Adjusted EBITDA relate to the underlying revenues and earnings of
the continuing operations of the Group for the period. They exclude
amounts related to the Energy Management Division, including
pre-completion revenues and costs, and the accounting treatment of
the disposal. They are stated before share-based payments and
exceptional items. Exceptional items are those items which, in the
opinion of the Directors, should be excluded in order to provide a
consistent and comparable view of the underlying performance of the
Group's ongoing business and include transaction-related items,
restructuring and integration costs.
2 'pro forma' means on a
like-for-like basis, for the comparative period 1 January to 30
June 2023 adjusted for the sale of the Energy Management
Division.
Financial results presentation
The sale of the Energy Management
Division was completed on 9 February 2024 and, as a result, the
Energy Management Division prior to completion is classified as
'held for sale' as required by statutory reporting
standards.
The Energy Management Division,
prior to disposal, consisted of the businesses and operations of
Beond (acquired December 2020), UtilityTeam (acquired September
2021) and MY ZeERO (acquired in stages from April 2021).
Following the divestment, the Energy
Services Division represents the continuing customer-facing
activities of the Group encompassing Energy Reduction Services,
Energy Generation Services and EV Charging Services.
Summary performance
It was a challenging period, with
the business continuing to be hindered by a constrained balance
sheet in Q1 2024, heightened by weak market conditions as
previously reported. The business therefore had a slow start to the
year and experienced significant disruption and change through the
Energy Management Division disposal process and subsequent
separation.
H1 FY24 was focused on separating
the fully integrated Energy Management Division. This involved
carving out a standalone accounting system as well as implementing
a new ERP system, which started during FY23, allowing the Company
to build an independent infrastructure and platforms.
Management have also taken the
opportunity to restructure the operating platform of the Energy
Services business to ensure a strong foundation to drive long-term,
scalable revenue and earnings growth with improving margins. This
has involved a strengthening of the management team, a focus on
solar operations to enable scale, completion of the finance
transformation process started during FY23, along with investment
in technology and systems.
The business has also pivoted to
driving sales through frameworks and healthcare to complement the
existing direct sales channel.
Whilst the Company has made
substantial operational progress in recent months, the significant
changes have impacted the H1 FY24 trading results for the Energy
Services business. However the results themselves mask the
substantial operational progress made during the period, described
in the CEO's Review.
Energy Services Results
Revenue for the period of £6.0
million was down from £11.0 million for the six-month period to 30
June 2023 on a like-for-like basis.
As solar revenues have increased,
accounting for 34% of revenues in H1 FY24, blended margins have
reduced, reflecting the typically lower product margins for this
part of the business. This effect was exacerbated by the effects of
the balance sheet constraints, in particular from projects
completed in the period which had been started prior to the end of
FY23. As a result, gross margins for H1 FY24 were 19.2%, down from
32.5% in H2 FY23.
Underlying product margins showed
strong improvement during Q2 2024, and continuing into Q3 2024, as
a result of management actions on pricing and supply chain
(securing improved terms from suppliers). Energy Services margins
are therefore expected to show strong recovery during H2 FY24
despite the increasing mix of solar revenues.
Weaker margins and investment in the
management and operational team, in particular to support the
strong solar growth, contributed to the Adjusted EBITDA loss of
£(2.0) million down from (positive) £0.5 million for the six-month
period to 30 June 2023).
Market conditions recovered strongly
during the Period, with £14.6 million of new contracts signed
which represents an increase of 11% on H1 FY23 (£13.2 million). As
at end September 2024 the business benefitted from a revenue
forward order book (contracted future revenues) of £7.6 million of
which £6.4 million was expected to convert to revenue during
FY24.
Group Restructure
During the period we have
strengthened the management team, with the appointment of Nick
Clark as Chief Operating Officer, together with additional
experienced frameworks personnel.
We have completed the finance
transformation process which started during FY23 and have invested
heavily in technology and systems. Costs have been incurred in
executing the separation from the Energy Management Division, which
has involved carving out a standalone accounting system for the
remaining business.
We have also reviewed the Group plc
structure to right-size it for the remaining business.
As a result, exceptional costs of
£1.9 million have been charged to the Profit & Loss account in
relation to these activities in the period. This includes a modest
profit recognised on disposal of the Energy Management
Division.
Cash Flow and Balance Sheet
H1 FY24 cash flow reflects a period
of operating loss and the restructuring and post-Disposal
separation undertaken in the Period.
Investment has also been made,
having established the innovative £40 million project funding
facility with NatWest to support funding of public sector energy
transition projects across the full range of eEnergy
products.
Most notably, the sale of the Energy
Management Division in February 2024 enabled the Group to repay
£8.2 million of third party borrowing.
As a result, Net Cash stood at £6.0
million at 30 June 2024, compared to a Net Debt position of £7.4
million at 31 December 2023.
FY24 Outlook
The latter half of H1 FY24 was
positively impacted by improving market conditions and the
refreshed focus on the race to Net Zero. This is reflected in
strong sales for the second half of the Period and the significant
forward order book of £15.0 million coming into H2 FY24.
This gives us a strong platform for
delivery during Q3 2024 which resulted in a record quarter for
revenue generation for the Energy Services business. Whilst the
Board is pleased to maintain full year revenue guidance at £25
million - £26 million, it notes that this is linked to a high
volume of projects scheduled for installation towards the end of
the year when timing of project delivery can be exposed to adverse
weather conditions in the short-term. Any variation in revenue for
the full year would be expected to have a corresponding impact on
earnings.
Crispin Goldsmith
Chief Financial Officer
September 2024
CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME
For
the period ended 30 June 2024
|
Note
|
6
months to
30 June 2024
£'000
|
6
months to 30
June 2023
£'000
|
Continuing operations
|
|
|
|
Revenue from contracts with
customers
|
|
6,020
|
11,020
|
Cost of sales
|
|
(4,864)
|
(7,441)
|
Gross profit
|
|
1,156
|
3,579
|
Operating expenses
|
|
(5,499)
|
(3,906)
|
Included within operating expenses
are:
|
|
|
|
- Share Based Payments
|
5
|
278
|
274
|
- Other exceptional items
|
5
|
2,017
|
514
|
Adjusted operating
expenses
|
|
(3,204)
|
(3,118)
|
Adjusted losses earnings before interest, taxation,
depreciation and amortisation
|
|
(2,048)
|
461
|
Losses before interest, taxation, depreciation and
amortisation
|
|
(4,343)
|
(327)
|
Depreciation and
amortisation
|
|
(245)
|
(757)
|
Finance costs - net
|
|
(345)
|
(873)
|
(Loss) before taxation
|
|
(4,933)
|
(1,957)
|
Income tax
|
|
(207)
|
(635)
|
(Loss) for the year from continuing
operations
|
|
(5,140)
|
(2,592)
|
Discontinued operations
|
|
|
|
(Loss) / Profit after tax from
discontinued operations disposed of during the period
|
4
|
(3)
|
2,611
|
(Loss) / Profit for the year
|
|
(5,143)
|
19
|
Attributable to:
|
|
|
|
Owners of the company
|
|
(5,140)
|
(2,620)
|
Owners of the company - non
continuing
|
|
(3)
|
2,611
|
Non-controlling interest
|
|
-
|
28
|
|
|
(5,143)
|
19
|
Other comprehensive income -
items that may be reclassified subsequently to profit and
loss
|
|
|
|
Translation of foreign
operations
|
|
53
|
116
|
Total other comprehensive profit
|
|
53
|
116
|
Total comprehensive (loss) profit for the
year
|
|
(5,090)
|
135
|
Total comprehensive profit (loss) attributable
to:
|
|
|
|
Owners of the company
|
|
(5,087)
|
(2,620)
|
Owners of the company - non
continuing
|
|
(3)
|
2,611
|
Non-controlling interest
|
|
-
|
28
|
|
|
(5,090)
|
19
|
Basic (loss) earnings per share from
continuing operations
|
6
|
(1.31)
|
(0.76)
|
Diluted (loss) earnings per share
from continuing operations
|
6
|
(1.31)
|
(0.76)
|
CONSOLIDATED
STATEMENT OF FINANCIAL POSITION
|
Note
|
As at
30
June
2024
£'000
|
As at
31 December 2023
£'000
|
NON-CURRENT ASSETS
|
|
|
|
Property, plant and
equipment
|
|
264
|
292
|
Intangible assets
|
7
|
3,586
|
3,465
|
Right of use assets
|
|
504
|
502
|
Trade and other
receivables
|
|
7,076
|
818
|
Deferred Tax Asset
|
|
-
|
1,138
|
Total non-current assets
|
|
11,430
|
6,215
|
Inventories
|
|
225
|
177
|
Trade and other
receivables
|
|
12,065
|
14,418
|
Cash and cash equivalents
|
|
5,989
|
597
|
|
|
18,279
|
15,192
|
Disposal group classified as held
for sale
|
|
-
|
34,997
|
Total current assets
|
|
18,279
|
50,189
|
TOTAL ASSETS
|
|
29,709
|
56,404
|
NON-CURRENT LIABILITIES
|
|
|
|
Lease liability
|
|
357
|
384
|
Deferred tax liability
|
|
-
|
944
|
Total non-current liabilities
|
|
357
|
1,328
|
CURRENT LIABILITIES
|
|
|
|
Trade and other payables
|
|
10,112
|
15,203
|
Lease liability
|
|
220
|
189
|
Borrowings
|
8
|
30
|
8,030
|
Total current liabilities
|
|
10,362
|
23,422
|
Disposal group classified as held
for sale
|
|
-
|
7,852
|
|
|
10,362
|
31,274
|
TOTAL LIABILITIES
|
|
10,719
|
32,602
|
NET
ASSETS
|
|
18,990
|
23,802
|
Equity attributable to owners of the parent
|
|
|
|
Issued share capital
|
|
16,494
|
16,494
|
Share premium
|
|
49,319
|
49,319
|
Other reserves
|
|
2,295
|
2,017
|
Reverse acquisition
reserve
|
|
(35,246)
|
(35,246)
|
Foreign currency translation
reserve
|
|
(146)
|
(199)
|
Accumulated losses
|
|
(13,726)
|
(8,583)
|
Total equity attributable to owners of the
parent
|
|
18,990
|
23,802
|
Non-controlling interest
|
|
-
|
-
|
Total equity
|
|
18,990
|
23,802
|
CONSOLIDATED STATEMENTS OF CASHFLOWS
For
the period ended 30 June 2024
|
Period
to 30 June 2024
£'000
|
Period to
30 June 2023
£'000
|
|
Cash flow from operating activities
|
|
|
|
Operating Losses (Losses Before
Interest and Tax)
|
(4,588)
|
(1,084)
|
|
Depreciation and
amortisation
|
245
|
757
|
|
EBITDA Continuing
Operations
|
(4,343)
|
(327)
|
|
EBITDA Discontinued
Operations
|
(197)
|
2,591
|
|
EBITDA
|
(4,540)
|
2,264
|
|
Adjustments for:
|
|
|
|
Other non-cash working capital
adjustments
|
194
|
(867)
|
|
Share based payment
|
278
|
274
|
|
Operating cashflow before working
capital movements
|
(4,068)
|
1,671
|
|
(Increase) in trade and other
receivables
|
(4,366)
|
(2,996)
|
|
(Decrease) / increase in trade and
other payables
|
(5,697)
|
2,443
|
|
Decrease / (increase) in
inventories
|
206
|
(376)
|
|
Decrease in net accrued / deferred
income
|
2,502
|
351
|
|
Net cash outflow inflow from
operating activities
|
(11,423)
|
1,093
|
|
Cash flow from investing activities
|
|
|
|
Proceeds on the sale of energy
management division
|
25,000
|
-
|
|
Expenditure on intangible
assets
|
(32)
|
(532)
|
|
Purchase of property, plant and
equipment
|
-
|
(31)
|
|
Net cash Inflow / (outflow) from
investing activities
|
24,968
|
(563)
|
|
Cash flows from financing activities
|
|
|
|
Interest (paid)
|
-
|
(186)
|
|
Repayment of lease
liabilities
|
(19)
|
(471)
|
|
Repayment of borrowings
|
(8,167)
|
(10)
|
|
Net cash inflow from financing
activities
|
(8,186)
|
(667)
|
|
Net
increase in cash and cash equivalents
|
5,359
|
(137)
|
|
Effect of exchange rates on
cash
|
33
|
(11)
|
|
Cash and cash equivalents at the
start of the period
|
597
|
1,453
|
|
Cash and cash equivalents at the end of the
period
|
5,989
|
1,305
|
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For
the period ended 30 June 2024
|
Share Capital
iii
|
Share
Premium
|
Reverse Acqn.
Reserve
|
Other
Reserves
|
Foreign Currency
Reserve
|
Accum.
Losses
|
Non Control
Interest
|
|
Total
Equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
£'000
|
At
1 July 2022
|
16,373
|
47,360
|
(35,246)
|
261
|
(138)
|
(5,985)
|
(77)
|
|
22,548
|
Other comprehensive loss
|
-
|
-
|
-
|
-
|
(61)
|
-
|
-
|
|
(61)
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(2,521)
|
-
|
|
(2,521)
|
Total comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
(61)
|
(2,521)
|
-
|
|
(2,582)
|
Issue of shares during the
period
|
105
|
1,650
|
-
|
-
|
-
|
-
|
-
|
|
1,755
|
Issue of share for acquisition of
subsidiaries i
|
16
|
309
|
-
|
-
|
-
|
-
|
-
|
|
325
|
Acquisition of balance of
non-controlling interest ii
|
-
|
-
|
-
|
860
|
-
|
(77)
|
77
|
|
860
|
Warrants
|
-
|
-
|
-
|
136
|
-
|
-
|
-
|
|
136
|
Share based payments
|
-
|
-
|
-
|
760
|
-
|
-
|
-
|
|
760
|
Total transactions with
owners
|
121
|
1,959
|
-
|
1,756
|
-
|
(77)
|
77
|
|
3,836
|
Balance at 30 June 2023
|
16,494
|
49,319
|
(35,246)
|
2,017
|
(199)
|
(8,583)
|
-
|
|
23,802
|
Other comprehensive loss
|
-
|
-
|
-
|
-
|
53
|
-
|
-
|
|
53
|
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(5,143)
|
-
|
|
(5,143)
|
Total comprehensive loss for the
period
|
-
|
-
|
-
|
-
|
53
|
(5,143)
|
-
|
|
(5,143)
|
Issue of shares during the
period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
Warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
-
|
Share based payments
|
-
|
-
|
-
|
278
|
-
|
-
|
-
|
|
278
|
Total transactions with
owners
|
-
|
-
|
-
|
278
|
-
|
-
|
-
|
|
278
|
Balance at 30 June 2023
|
16,494
|
49,319
|
(35,246)
|
2,295
|
(146)
|
(13,726)
|
-
|
|
18,990
|
i Issue of share capital (non-cash) for settlement of contingent
consideration, relating to the acquisition of UtilityTeam and
acquisition of minority interests in eEnergy Insights
Limited.
ii Relates to reversal of put option provision, regarding the
step acquisition of eEnergy Insights Limited, following acquisition
of outstanding share capital.
iii Share capital is inclusive of £15,333,000 deferred share
capital.
SELECTED NOTES TO THE FINANCIAL INFORMATION
For
the six months ended 30 June 2024
Basis of
preparation
During the prior period, the Group
changed its accounting reference date from 30 June to 31 December
and consequently reported on the extended 18 month period ended 31
December 2023. The comparatives of this report are the 6 month
period ended 30 June 2023, except for the Consolidated Statement of
Financial Position and Changes in Equity, where the comparative is
the 31 December 2023.
The condensed consolidated interim
financial statements of eEnergy Group plc (the "Group")
for the six month period ended 30 June 2024 have been prepared
in accordance with Accounting Standard IAS 34 Interim Financial
Reporting.
The interim report does not include
all the notes of the type normally included in an annual financial
report. Accordingly, this report is to be read in conjunction with
the annual report for the 18 months period ended 31 December
2023, which was prepared under UK adopted international
accounting standards (IFRS), and any public announcements made
by eEnergy Group plc during the interim reporting period
and since.
These condensed consolidated interim
financial statements do not constitute statutory accounts as
defined in Section 434 of the Companies Act 2006. The Group's
statutory financial statements for the 18 months ended 31
December 2023 have been prepared under IFRS and have been
filed with the Registrar of Companies. The auditor's report on
those financial statements was unqualified and did not contain a
statement under Section 498(2) of the Companies Act 2006. These
condensed consolidated interim financial statements have not been
audited.
Basis of
preparation - going concern
The interim financial statements
have been prepared under the going concern basis.
At 30 June 2024 the Group had cash reserves of
£5,989,000 (31 December 2023: £597,000).
The Directors have a reasonable
expectation that the company and Group have sufficient resources to
continue to operate for the foreseeable future.
In assessing whether the going
concern assumption is appropriate, the Directors have taken into
account all relevant information about the current and future
position of the Group and Company, including the current level of
resources and the ability to trade within its available
facilities.
Taking these matters into
consideration, the Directors consider that the continued adoption
of the going concern basis is appropriate. The interim financial
statements do not reflect any adjustments that would be required if
they were to be prepared other than on a going concern
basis.
Accounting
policies
The accounting policies adopted are consistent
with those of the previous financial period and corresponding
interim reporting period.
3.
SEGMENT
REPORTING
The following information is given
about the Group's reportable segments:
The Chief Operating Decision Maker
is the Board of Directors. The Board reviews the Group's internal
reporting in order to assess performance of the Group and has
determined that in the period ended 30 June 2024 the Group had two
operating segments, being Energy Services and Group, noting that
during the period the Group disposed of its Energy Management
business segment, hence the results for this business segment are
up until the disposal date of 9 February2024.
|
|
Energy Mgmt
|
Energy
Services
|
Group
Central
|
|
Group
|
6
months ended 30 June 2024
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
Revenue - UK
|
|
1,239
|
5,768
|
-
|
|
7,007
|
Revenue - Ireland
|
|
-
|
252
|
-
|
|
252
|
Revenue - Total
|
|
1,239
|
6,020
|
-
|
|
7,259
|
Cost of sales
|
|
(282)
|
(4,864)
|
-
|
|
(5,146)
|
Gross Profit
|
|
957
|
1,156
|
-
|
|
2,113
|
Adjusted Operating
expenses
|
|
(1,154)
|
(2,260)
|
(944)
|
|
(4,358)
|
Adjusted EBITDA
|
|
(197)
|
(1,104)
|
(944)
|
|
(2,245)
|
Depreciation and
amortisation
|
|
-
|
(58)
|
(187)
|
|
(245)
|
Finance and similar
charges
|
|
-
|
(5)
|
(340)
|
|
(345)
|
(Loss) before exceptional
items
|
|
(197)
|
(1,167)
|
(1,471)
|
|
(2,835)
|
Exceptional items & Share Based
Payment Charges*
|
|
-
|
(1,401)
|
(894)
|
|
(2,295)
|
(Loss) before tax
|
|
(197)
|
(2,568)
|
(2,365)
|
|
(5,130)
|
Taxation
|
|
194
|
(13)
|
(194)
|
|
(13)
|
(Loss) after tax
|
|
(3)
|
(2,581)
|
(2,559)
|
|
(5,143)
|
EBITDA
|
|
(197)
|
(2,505)
|
(1,838)
|
|
(4,540)
|
|
|
|
|
|
|
|
Net
Assets
|
|
|
|
|
|
|
Assets
|
|
|
15,117
|
14,592
|
|
29,709
|
Liabilities
|
|
|
(9,972)
|
(747)
|
|
(10,719)
|
Net assets
|
|
|
5,145
|
13,845
|
|
18,990
|
|
|
Energy Mgmt
|
Energy
Services
|
Central
|
|
Group
|
6
months ended 30 June 2023
|
|
£'000
|
£'000
|
£'000
|
|
£'000
|
Revenue - UK
|
|
7,015
|
9,744
|
|
|
16,759
|
Revenue - Ireland
|
|
-
|
1,276
|
-
|
|
1,276
|
Revenue - Total
|
|
7,015
|
11,020
|
-
|
|
18,035
|
Cost of sales
|
|
(1,252)
|
(7,441)
|
-
|
|
(8,693)
|
Gross Profit
|
|
5,763
|
3,579
|
-
|
|
9,342
|
Operating expenses
|
|
(3,067)
|
(2,304)
|
(814)
|
|
(6,185)
|
Adjusted EBITDA
|
|
2,696
|
1,275
|
(814)
|
|
3,157
|
Depreciation and
amortisation
|
|
54
|
(71)
|
(686)
|
|
(703)
|
Finance and similar
charges
|
|
(34)
|
(34)
|
(839)
|
|
(907)
|
Profit (loss) before exceptional
items
|
|
2,716
|
1,170
|
(2,339)
|
|
1,547
|
Exceptional items
|
|
(105)
|
(170)
|
(618)
|
|
(893)
|
Profit (loss) before tax
|
|
2,611
|
1,000
|
(2,957)
|
|
654
|
Taxation credit
|
|
-
|
-
|
(635)
|
|
(635)
|
Profit (loss) after tax
|
|
2,611
|
1,000
|
(3,592)
|
|
19
|
EBITDA
|
|
2,591
|
1,105
|
(1,432)
|
|
2,264
|
|
|
|
|
|
|
|
Net
Assets (June 2023)
|
|
|
|
|
|
|
Assets
|
|
35,667
|
18,396
|
2,007
|
|
56,070
|
Liabilities
|
|
(8,971)
|
(12,431)
|
(10,606)
|
|
(32,008)
|
Net assets
|
|
26,696
|
5,965
|
(8,599)
|
|
24,062
|
4.
DISPOSAL OF
ENERGY MANAGEMENT DIVISION
During the period, the Group
disposed of its wholly owned Energy Management division to Flogas
Britain Limited for an initial consideration of £29.1 million and
additional contingent consideration which was, at the date of
completion, expected to be in the range of £8-£10m, subject to the
trading performance of the Energy Management division for the
period to 30 September 2025.
The energy management division
within the Group comprised the following subsidiaries:
•
eEnergy Consultancy Limited;
•
eEnergy Insights Limited; and
•
eEnergy Management Limited.
The results of the Energy Management
division disposal of are presented in the segment note
3.
5.
EXCEPTIONAL
ITEMS
Operating expenses include items
that the Directors consider to be exceptional by their
nature. These items are:
|
|
6 month period
ended
30 June 2024
£'000
|
6 month period ended 30
June
2023
£'000
|
|
|
|
|
Incremental
restructuring and integration costs
|
|
1,882
|
514
|
Share based payment
expense
|
|
206
|
274
|
Other strategic
investments
|
|
135
|
-
|
Total exceptional expenses
|
|
2,223
|
788
|
Share based payment
expense
|
|
72
|
-
|
Total of share based payment and exceptional
expenses
|
|
2,295
|
788
|
Share based payments classified as
exceptional excludes £72,000 of share scheme costs awarded in the
period. The consolidated income statement Share Based Payment
charge is £284,000 with £206,000 classified as exceptional.
The share based payment charge
reflects the non cash cost of the Management Incentive Plan awards
made on 7 July 2020 and the award of options made to the senior
management team on 7 December 2021 and in early 2024 which are
being amortised over their three year vesting period.
Following completion of the disposal
of the Energy Management division, management have undertaken a
restructure of the continuing Group in order to build a strong
foundation to drive long-term, scalable revenue and earnings
growth. The costs of this restructuring, together with costs
incurred in the separation from Energy Management and a modest
accounting Profit on Disposal, are classified within 'Incremental
restructuring and integration costs'.
6.
EARNINGS PER
SHARE
The calculation of the basic and
diluted earnings per share is calculated by dividing the profit or
loss for the year by the weighted average number of ordinary shares
in issue during the year
|
Period
to
30 June 2024
|
6 month period ended 30 June
2023
|
(Loss) profit for the year from
continuing operations attributable to owners of the Company -
£
|
(5,087,000)
|
(2,620,000)
|
(Loss) profit for the year -
£
|
(5,090,000)
|
19,000
|
Weighted number of ordinary shares
in issue
|
387,224,625
|
346,779,959
|
Basic earnings per share from continuing operations -
pence
|
(1.31)
|
(0.76)
|
Weighted number of dilutive
instruments in issue
|
-
|
-
|
Weighted number of ordinary shares
and dilutive instruments in issue
|
438,916,469
|
398,477,693
|
Diluted earnings per share from continuing operations -
pence
|
(1.36)
|
(0.76)
|
Share options and warrants could
potentially dilute basic earnings per share in the future but were
not included in the calculation of diluted earnings per share in
the current period as they are anti-dilutive.
7.
INTANGIBLE
ASSETS
|
|
Goodwill
£'000
|
Software
£'000
|
|
Total
£'000
|
Cost
|
|
|
|
|
|
At 1 January 2024
|
|
3,010
|
496
|
|
3,506
|
Adjustment to held for sale
balances
|
|
-
|
187
|
|
187
|
At 30 June 2024
|
|
3,010
|
683
|
|
3,693
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
At 1 January 2024
|
|
-
|
(41)
|
|
(41)
|
Amortisation in the
period
|
|
-
|
(66)
|
|
(66)
|
At 30 June 2024
|
|
-
|
(107)
|
|
(107)
|
|
|
|
|
|
|
Net book
value at
31 December 2023
|
|
3,010
|
455
|
|
3,465
|
Net book
value at
30 June 2024
|
|
3,010
|
576
|
|
3,586
|
8.
BORROWINGS
|
|
30
June 2024
£'000
|
31 December
2023
£'000
|
|
Current
|
|
|
|
|
Borrowings
|
|
30
|
8,030
|
|
|
|
30
|
8,030
|
|
In February 2024, following the
disposal of its Energy Management division to Flogas for an initial
adjusted consideration of £25m, the Group repaid substantially all
of its existing bank indebtedness.
9.
RELATED PARTY
TRANSACTIONS
Key management personnel are
considered to the Board of Directors. The amount payable to the
Board of Directors for the period ended 30 June 2024 was £0.8
million (period ended 30 June 2023: £0.9 million).