RNS Number : 2244A
Water Intelligence PLC
22 September 2022
 

 


Water Intelligence plc (AIM: WATR.L)

 

Interim Results

 

Water Intelligence plc (AIM: WATR.L) (the "Group" or "Water Intelligence" or the "Company"), a leading multinational provider of precision, minimally-invasive leak detection and remediation solutions for both potable and non-potable water is pleased to provide its unaudited Interim Results for the period ending 30 June 2022.  

Consistent with its historic trajectory, results are comfortably in-line with market expectations as the Group continues to execute on its long-run growth plan while navigating short-run market volatility.

Financial Highlights*

·    Revenue increased by 44% to $35.6 million (1H 2021: $24.7 million)

Network Sales (implied gross sales of franchisees from which reported royalty is derived plus direct sales of corporate locations) grew 12.5% to $85 million (1H 2021: $75.5 million)

·    EBITDA increased by 15% to $6.2 million (1H 2021: $5.4 million)

·    PBT Adjusted** increased by 10% to $4.6 million (1H 2021: $4.2 million)

·    Cash and equivalents increased to $21.9 million (1H 2021: $7.2 million)

Net Cash at $5.3 million (cash minus bank borrowings)

Bank borrowings amortized through 2027 at an average fixed rate of 4.9%

* To make proper like-for-like comparisons, the above comparisons of Statutory EBITDA and PBT Adjusted exclude the 1H 2021 one-time gain of $1.9 million

**PBT Adjusted (amortisation, share based payments and non-core costs)

 

Corporate Development

·    Operations:  Increase of 45 headcount, mostly technicians in training for growth plan

·    Financial:

Expanded bank credit facilities by $17 million (with headroom of approximately $7 million as of 30 June 2022)

·    Accretive acquisitions:

2 Franchises re-acquired:  Fort Worth, Texas;  Midland, Texas

Bolt-on acquisition:  Connecticut Plumbing

·    New Locations:

Greenfield territory launched as corporate location: Wichita Falls, Texas

Additional territory sold to Franchisee to be developed: central North Carolina

New Technician Training Center launched in Seattle

·    Technology: 

Field trials in US for proprietary new technologies: residential sewer diagnostic tool and video e-commerce

Salesforce.com implementation: on-boarding completed for all corporate locations; franchise locations currently on-boarding

 

 

Dr. Patrick DeSouza, Executive Chairman of Water Intelligence, commented:

 

We delivered strong results while navigating 1H market volatility.  We remain positive about the future and see opportunities ahead even as we manage prudently in the short to medium-run for both inflation and threats of future recession from rising interest rates.  We are pleased to have expanded our credit facilities early in 1H and locked-in an attractive fixed rate through 2027.

Ironically, now is a good time for us to capture more of the market given our market leading position and competitive advantages that we can exploit. Market demand for water and wastewater-related infrastructure solutions remains strong whether we face Covid-19, inflation or potentially recession. Long-run, climate change is adversely affecting water infrastructure whether manifested by droughts, floods or deterioration of pipe materials.  In attacking the market, which is characterized by fragmented, local service providers, we have operating efficiencies to leverage:  our multinational sales footprint; business-to-business channels; proprietary technology; Salesforce.com implementation; and available financial resources for sustaining our long-run growth plan.  Moreover, in the short to medium-run, because most of our operations are in the US, we are additionally assisted by the strong US dollar and have the ability to be opportunistic internationally."

 

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

Enquiries:

 

Water Intelligence plc


Patrick DeSouza, Executive Chairman

Tel: +1 203 654 5426

RBC Capital Markets - Joint Broker
Jill Li

Daniel Saveski

 

Tel: +44 (0)20 7653 4000

WH Ireland Limited - NOMAD & Joint Broker

Tel: +44 (0)20 7220 1666

Chris Hardie


Ben Good


 

 

Dowgate Capital Ltd - Joint Broker  
Stephen Norcross
Nicholas Chambers   

Tel:  +44 (0)20 3903 7715

 

 






 

 

Chairman's Statement

 

Overview

                Once again, as has been the case consistently since 2016, our operating fundamentals are strong.  And market demand for our green economy brand and water infrastructure solutions only looks to be getting stronger given droughts, flooding and an inability of aging infrastructure internationally to cope. We appreciate our shareholders commitment to building a leading world-class growth company over the long-run.  Nonetheless, during 1H we implemented important steps to get ahead of marketplace challenges threatening various stakeholders - employees, customers, shareholders - including rapid inflation and the threat of future recession from rising interest rates geared to stem inflation.  We expanded our credit facilities by $17 million during 1H and locked-in an attractive blended interest rate for all bank borrowings at 4.9%. We have made prudent budget adjustments during 1H while staying true to our long-run growth plan because it will create the highest value for all stakeholders.  For example, in putting capital to work, we have continued to hire and train technicians to capture market demand for solutions and at the same time we have managed other expenses. Fortunately, our asset base gives Water Intelligence a competitive advantage and management an ability to navigate short-run, medium-run, and long-run operating windows.      

 

Analysis

We remain on-track for another good year with respect to revenue and profits.  To present a comparable period-over-period analysis of operations, we have excluded a one-time gain of $1.9 million in 2021 for the forgiveness of a PPP loan granted at the onset of Covid in 2020.  This loan forgiveness was treated in our 2021 audited accounts as profit before tax.  In that report, we explained the IFRS requirement and communicated that even excluding the one-time gain for 2021, full year 2021 revenue grew by 44% to $54.5 million and adjusted EBITDA still grew 48% to $10.3 million.    To provide a meaningful comparison between operating performance for 1H 2022 and 1H 2021, we need to make the same adjustment.  Revenue grew in 1H by 44% to $35.6 million (1H 2021: $24.7 million), profit before taxes adjusted for non-cash and non-core costs increased by 10% to $4.6 million (1H 2021: $4.2 million) and EBITDA grew by 15% to $6.2 million (1H 2021: $5.4 million).

While strong, we note that our EBITDA growth percentage over sequential periods from full year 2021 to 1H 2022 decreased.  In part, EBITDA margins declined somewhat to 17.5% from 21.9% because of rapid inflation of direct costs from labor, gasoline for service vehicles and supplies.  However, it should also be noted that part of increasing expenses was actually the timing of reinvestment due to increased hiring and training of operating personnel including 45 technicians.  Such execution personnel will become fully productive in 2023 to capture increased market demand for water and wastewater solutions and contribute revenue and profit over the medium and long-run. As part of our growth plan, we raised equity capital during 2H 2021, committing to institutional shareholders to put capital to work to accelerate market capture given the global market opportunity for providing water infrastructure solutions.

               

Short-run Window.  In the near-term, despite navigating market volatility with care, we are continuing to grow organically both the Water Intelligence (WI) brand and that of our core American Leak Detection (ALD) business.  In breaking down WI revenue growth, each business line tracked well given our growth plan and key performance indicators (KPIs) set forth in the Strategic Report as part of our annual Accounts. 

The core of our strategic plan focuses on growing the American Leak Detection brand both organically by adding service capabilities at each of our 150 locations across the United States and by the reacquisition of franchises and converting such locations to corporate operations.  Converting franchises into corporate operations unlocks significant shareholder value by bringing underlying franchise revenue and profits directly onto Water Intelligence accounts instead of as royalty income.  We use the concept of "Network Sales" to evaluate our growth plan because it illuminates the growth of total sales to customers under our American Leak Detection brand - both direct sales from corporate operations and gross sales from franchisees from which royalty income is reported. Both corporate and franchisee personnel execute in the same branded vehicles and uniforms for customers. For 1H 2022, Network Sales grew 12.5% to $85 million (1H 2021: $75.5 million).

                Each KPI tracks our growth plan well.  Franchise royalties declined by 3% to $3.6 million (1H: $3.7 million) as a result of the franchise reacquisitions during 2021, which reduced the available pool of royalty income for 2022.  At the same time, however, the franchise system still grew.  Despite there being fewer franchises, franchise-related revenues grew by 5% (1H 2022: $5.2 million vs. 1H 2021: $4.9 million).  Our business-to-business insurance channel component of franchise-related revenues grew by 7% to $4.8 million (1H 2021: $4.5 million).  It is worth noting that our business-to-business channel is growing faster than 7% because we do not report insurance jobs executed by our corporate-operated locations. Meanwhile, US corporate-operated locations grew 75% to $23.3 million (1H 2021: $13.3 million) reflecting both organic growth and growth through reacquisition of franchisees as discussed above.  With respect to organic growth, same store sales increased by 30% to $17.1 million (1H 2021: $13.1 million). Finally, international corporate operations (UK, Australia, Canada) grew 27% to $3.6 million (1H 2021: $2.8 million).

 

Medium-run Window.  We remain positive about market demand for our water infrastructure solutions even in the medium-run scenario of recession. For reference, during the first year of Covid-19, when US GDP shrank, WI revenue still grew by 17%. We have made, and are continuing to make, investments to capture a greater share of the market over the medium term given strong demand for our offerings.  Firstly, we are adding more capacity - trained service professionals - across all of our franchise and corporate locations, especially in the US.  At the beginning of 1H 2022, we invested in creating a new training centre in Seattle.  By the end of 1H 2022, this centre has already trained several classes of new technicians who are now deployed to different parts of the US and gaining experience using our leak detection technology.  These new technicians will be contributing to revenue and profit in a meaningful way during 2023.  Secondly, to enable ALD to operate more efficiently with more capacity, we have invested over the last two years in Salesforce.com customer management technology and related applications (together "Salesforce").  With the Salesforce suite of applications, the entire American Leak Detection workflow across its 150 locations will be automated from receipt of jobs from customers to scheduling and delivery, report writing, payments and follow-on sales.  Importantly, all data will be secure with the highest level of compliance; an attribute critical to our insurance business-to-business channel.  At the end of 1H 2022, all corporate locations were successfully on-boarded to Salesforce. Prior to year-end all franchise locations are scheduled to be on-boarded.  Thirdly, we have invested in proprietary technologies, such as a new sewer diagnostic tool, that will increase our range of offerings to meet market demand for wastewater services.  A version of this proprietary tool is currently being used commercially in the UK for municipal customers such as Thames Water and a version for residential users is currently being tested in the United States for use by our American Leak Detection brand.

 

Outlook

Water Intelligence is well positioned for the future whether it is characterized by persistent inflation or a shift to recession from higher interest rates.  Our balance sheet is strong with $21.9 million in cash as of 30 June 2022.  Cash, net of bank borrowings, is $5.3 million as at 30 June 2022.  Credit availability under our expanded facilities is $7 million as of 30 June 2022.  The terms of the bank debt are favorable with a fixed rate of approximately 4.9% and amortization spread through 2027.  Deferred consideration to franchisees from reacquisitions at 30 June 2022 is $13.7 million with payments spread through 2026.  Given EBITDA growth and readily available cash and credit, Water Intelligence has sufficient capital to meet its obligations, reinvest in growth and even consider selective acquisitions.  With a strong US dollar forecast through at least 2023 and since Water Intelligence generates cash from operations largely in dollars, we are reviewing opportunities internationally that have become relatively more attractive.

In evaluating any tactical changes, Water Intelligence does have operating flexibility.  If the medium-run is marked by inflation, Water Intelligence has made significant investments in its Salesforce.com infrastructure that is expected to deliver operating efficiencies in 2023 and beyond.  On the other hand, if the medium-run is marked by recession due to rising US interest rates, Water Intelligence also has the ability to navigate this given its diverse matrix both in terms of solutions covering water and wastewater and in terms of the variety of its customers from homeowners to businesses like insurance to municipal.  Both private and public spending for water infrastructure solutions are expected to increase irrespective of macroeconomic trends.

 

Long-run. We are mindful of macroeconomic variables.  However, we remain optimistic about the global opportunities in front of us and management's ability to adjust as we move from short-run monitoring to medium-run tactics.  For our long-run outlook, global market demand for water and wastewater infrastructure services continues to increase.  To a degree, we are acyclical because of the importance of water and wastewater solutions especially as climate change creates more anomalous conditions that puts stress on infrastructure at all levels - residential, commercial, municipal.

Importantly, as a competitive strategy matter, in a largely fragmented market of local service providers, we are distinguished from our competitors because we have: a well-recognized American Leak Detection national brand; proprietary technology; established US business-to-business channels; an installed base of operations in over 150 locations across the US and in the UK, Canada and Australia; and investments already made in the leading customer relationship management system in the world that will come on line fully during 2023.  With these operating attributes and against a landscape of smaller less-adaptable players, we should be prudent as to tactics but confident in our growth plan and ability to capture the market with a platform company as the market leader in our category.

 

Patrick DeSouza

Executive Chairman

September 22, 2022

 

Interim Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2022



Six months

ended

30 June

 2022

Six months

ended

30 June

 2021

Year ended

 31

December

2021


Notes

$

$

$



Unaudited

Unaudited

Audited

Revenue

4

35,583,457

24,698,724

54,543,408

 





Cost of sales


(4,656,279)

(4,504,060)

(8,964,486)






Gross profit


30,927,178

20,194,664

45,578,922

Administrative expenses





-       Other income


41,631

54,063

69,484

-       Share-based payments


(226,525)

(187,719)

(442,708)

-       Amortisation of intangibles


(429,440)

(140,605)

(470,226)

-       Other administrative costs


(26,074,124)

(15,744,678)

(38,131,195)






Total administrative expenses


(26,688,458)

(16,018,939)

(38,974,645)



 

 


Operating profit


4,238,720

4,175,725

6,604,277

 





PPP loan forgiveness


-

1,869,800

1,869,800

Finance income


21,851

26,043

51,092

Finance expense


(753,508)

(341,612)

(969,130)






Profit before tax 

4

3,507,063

5,729,956

7,556,039






Taxation expense


(1,106,026)

(1,184,724)

(1,641,350)






Profit for the period


2,401,037

4,545,232

5,914,689

Attributable to:

 




Equity holders of the parent

 

2,407,239

4,452,586

5,764,952

Non-controlling interests

 

(6,202)

92,646

149,737

 

 

2,401,037

4,545,232

5,914,689

 

 




Other comprehensive income

 




Exchange differences arising on translation of foreign operations


(370,207)

(89,168)

 

(221,281)

 

Fair value adjustment on listed equity investment (net of deferred tax)


(475,794)

540,943

(300,049)

Total comprehensive income for the period


 

1,555,036

 

4,997,007


5,393,359





 

Earnings per share


Cents

Cents

Cents

Basic

5

13.9

28.8

36.1

Diluted

5

13.0

26.8

33.3

 

The gain on PPP loan forgiveness was a one-time extraordinary item related to the Covid-19 pandemic. Under IFRS guidelines, we were required to present this as a one-time gain in profit before tax. However, this gain is not reflective of our underlying operating results, and as such has been excluded from our period over period analysis.  See note 5 for adjusted EPS calculation.

Consolidated Statement of Financial Position as at 30 June 2022

 

 

 

 


At

30 June

2022

At

30 June

2021

At

31 December

2021


Notes

$

$

$



Unaudited

Unaudited

Audited

ASSETS





Non-current assets





Goodwill


45,382,040

34,864,735

37,268,469

Listed equity investment


592,516

2,156,777

1,185,039

Other intangible assets


4,534,059

2,200,394

3,818,037

Property, plant and equipment


9,655,046

7,255,295

7,807,227

Trade and other receivables


454,619

455,739

429,219



60,618,280

46,932,940

50,507,991






Current assets





Inventories


735,722

641,034

677,218

Trade and other receivables


12,461,108

8,981,051

8,379,894

Cash and cash equivalents


21,907,224

7,159,023

23,802,352



35,104,054

16,781,108

32,859,464

TOTAL ASSETS

4

95,722,334

63,714,048

83,367,455






EQUITY AND LIABILITIES





Equity attributable to holders of the parent





Share capital

6

142,260

116,606

142,260

Share premium

6

35,252,633

12,395,783

35,252,633

Shares held in treasury

6

(529,077)

(284,611)

(468,427)

Merger reserve

 

1,001,150

1,001,150

1,001,150

Share based payment reserve


1,319,519

856,932

1,092,993

Other reserves


(1,465,700)

(963,380)

(1,095,492)

Reverse acquisition reserve 

6

(27,758,089)

(27,758,089)

(27,758,088)

Equity investment reserve


(429,123)

887,664

46,672

Retained profit


45,959,816

42,240,210

43,552,575



53,493,389

28,492,265

51,766,276






Equity attributable to Non-Controlling interest





Non-controlling interest


568,513

555,436

612,528

 





Non-current liabilities





Borrowings and lease liabilities


15,369,104

8,447,368

8,176,893

Deferred consideration


7,929,371

9,981,713

8,220,613

Deferred tax liability


2,502,840

2,193,742

1,576,872

 


25,801,315

20,622,823

17,974,378






Current liabilities





Trade and other payables


4,730,349

3,888,937

4,194,031

Borrowings and lease liabilities


5,365,027

3,010,759

3,325,579

Deferred consideration


5,763,741

7,143,828

5,494,663



15,859,117

14,043,524

13,014,273

TOTAL EQUITY AND LIABILITIES


95,722,334

63,714,048

83,367,455

 

Interim Consolidated Statement of Changes in Equity

For the six months ended 30 June 2022


Share

Capital

Share

Premium

Shares held

in treasury

Reverse Acquisition Reserve

Merger

Reserve

Share based payment reserve

Other

Reserves

Equity investment reserve

Retained

 Profit

Total

Non-controlling interest

Total

Equity


$

$

$

$

$

$

$

$

$

$

$

$

As at 1 January 2021

116,212

12,091,069

(340,327)

(27,758,088)

1,001,150

650,284

(874,211)

346,721

37,787,623

23,020,434

346,124

23,366,558

Issue of ordinary shares

20

59,224

-

-

-

-

-

-

-

59,244

-

59,244

Options purchase

374

38,553

-

-

-

-

-

-

-

38,928

-

38,928

Share based payment expense

-

-

-

-

-

206,648

-

-

-

206,648

-

206,648

Share buyback

-

-

(282,737)

-

-

-

-

-


(282,737)

-

(282,737)

Sale of treasury stock

-

206,936

338,452

-

-

-

-

-

-

545,388

-

545,388

Capital Contribution NCI

-

-

-

-

-

-

-

-

-

-

116,667

116,667

Profit for the period

-

-

-

-

-

-

-

-

4,452,587

4,452,587

92,645

4,545,232

Other comprehensive income

-

-

-

-

-

-

(89,169)

540,943

-

451,774

-

451,774

As at 30 June 2021 (unaudited)

116,606

12,395,783

(284,612)

(27,758,088)

1,001,150

856,932

(963,380)

887,664

42,240,210

28,492,265

555,436

29,047,701

Issue of ordinary shares

21,271

22,126,416

-

-

-

-

-

-

-

22,147,687

-

22,147,687

Options purchase

4,383

716,352

-

-

-

-

-

-

-

720,735

-

720,735

Share-based payment expense

-

-

-

-

-

236,060

-

-

-

236,060

-

236,060

Share buyback

-

-

(183,814)

-

-

-

-

-


(183,814)

-

(183,814)

Sale of treasury stock

-

14,082

-

-

-

-

-

-

-

14,082

-

14,082

Profit for the period

-

-

-

-

-

-

-


1,312,365

1,312,365

57,092

1,369,457

Other comprehensive income

-

-

-

-

-

-

(132,112)

(840,992)

-

(973,104)

-

(973,104)

As at 31 December 2021 (audited)

142,260

35,252,633

(468,427)

(27,758,088)

1,001,150

1,092,993

(1,095,492)

46,672

43,552,575

51,766,276

612,528

52,378,804

Share based payment expense

-

-

-

-

-

226,525

-

-

-

226,525

-

226,525

Share buyback

-

-

(60,650)

-

-

-

-

-


(60,650)

-

(60,650)

Dividend paid

-

-

-

-

-

-

-

-

-

-

(37,813)

(37,813)

Profit for the period

-

-

-

-

-

-

-

-

2,407,239

2,407,239

(6,202)

2,401,037

Other comprehensive income

-

-

-

-

-

-

(370,207)

(475,794)

-

(846,001)

-

(846,001)

As at 30 June 2022 (unaudited)

142,260

35,252,633

(529,076)

(27,758,088)

1,001,150

1,319,518

(1,465,699)

(429,122)

45,959,814

53,493,389

568,513

54,061,902

Interim Consolidated Statement of Cash Flows

For the six months ended 30 June 2022

 


Six months

ended

30 June 2022

Six months

ended

30 June 2021

Year ended

 31 December 2021


$

$

$


Unaudited

Unaudited

Audited

Cash flows from operating activities




Profit before tax

3,507,063

5,729,956

7,556,039





Adjustments for non-cash/non-operating items:




Depreciation of plant and equipment

1,559,464

1,086,086

2,475,069

Amortisation of intangible assets

429,440

140,605

470,225

Share based payments

226,525

187,719

442,708

PPP loan forgiveness

-

(1,869,800)

(1,869,800)

Interest paid

466,225

341,612

969,130

Interest received

(21,851)

(26,043)

(51,092)

Operating cash flows before movements in working capital

6,166,866

5,590,134

9,992,279

Increase in inventories

(58,504)

(196,243)

(232,427)

Increase in trade and other receivables

(4,055,364)

(2,806,532)

 (1,924,070)

Increase/(Decrease) in trade and other payables

 509,562

(226,127)

(684,618)

Cash generated by operations

2,562,560

2,361,232

7,151,164

Income taxes

(60,046)

(4,724)

(1,021,648)

Net cash generated from operating activities

2,502,514

2,356,508

6,129,516





Cash flows from investing activities




Purchase of plant and equipment

(649,120)

(517,707)

Purchase of intangibles

(1,165,452)

(142,890)

(2,078,559)

Acquisition of subsidiaries

(3,850,000)

(979,782)

Reacquisition of Franchises

(1,400,000)

(5,239,558)

Interest received

21,851

26,043

51,092

Net cash used in investing activities

(7,042,720)

(2,058,631)

(8,764,514)

 




Cash flows from financing activities




Issue of ordinary share capital

-

20

21,291

Premium on issue of ordinary share capital

-

22,185,641

Share buy-back

(60,652)

(282,736)

(466,551)

Sale of treasury shares

-

545,389

559,469

Options exercised

-

38,928

714,950

Dividend paid

(37,812)

-

-

Interest paid

(466,225)

(341,612)

(969,130)

Proceeds from borrowings

10,057,373

3,200,000

3,200,000

Repayment of borrowings

(1,778,343)

(879,733)

(1,827,765)

Repayment of notes

(4,309,447)

(2,350,676)

Repayment of lease liabilities

(759,815)

(1,448,594)

Net cash generated by/(used in) financing activities

2,645,079

42,431

19,618,635





Net (decrease)/increase in cash and cash equivalents

 

(1,895,128)

 

340,308


16,983,637

Cash and cash equivalents at the beginning of period

 

23,802,352

 

6,818,715


6,818,715

Cash and cash equivalents at end of period

21,907,224

7,159,023

23,802,352

 

Notes to the Interim Consolidated Financial Information

for the six months ended 30 June 2022

 

1    General information

 

The Group is a leading provider of minimally-invasive leak detection and remediation services and products for water and wastewater infrastructure. The Group's strategy is to be a provider of "end-to-end" solutions - a "one-stop shop" for residential, commercial and municipal customers. 

 

Water Intelligence plc is a public limited company domiciled in the United Kingdom and incorporated under registered number 03923150 in England and Wales. Its registered office is 27-28 Eastcastle Street, London, W1W 8DH.

 

2    Significant accounting policies

 

Basis of preparation and changes to the Group's accounting policies

 

The accounting policies adopted in the preparation of the interim consolidated financial information are consistent with those of the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2021.  

 

This interim consolidated financial information for the six months ended 30 June 2022 has been prepared in accordance with IAS 34, "Interim financial reporting". This interim consolidated financial information is not the Group's statutory financial statements and should be read in conjunction with the annual financial statements for the year ended 31 December 2021, which have been prepared in accordance with International Financial Reporting Standards (IFRS) and have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis of matter without qualifying their report and did not contain statements under section 498(2) or (3) of the Companies Act 2006.

 

The interim consolidated financial information for the six months ended 30 June 2022 is unaudited. In the opinion of the Directors, the interim consolidated financial information presents fairly the financial position, and results from operations and cash flows for the period. Comparative numbers for the six months ended 30 June 2021 are unaudited.

 

This interim consolidated financial information is presented in US Dollars ($), rounded to the nearest dollar.

 

Foreign currencies

(i) Functional and presentational currency

Items included in this interim consolidated financial information are measured using the currency of the primary economic environment in which each entity operates ("the functional currency") which is considered by the Directors to be the Pounds Sterling (£) for the Parent Company and US Dollars ($) for American Leak Detection Holding Corp. This interim consolidated financial information has been presented in US Dollars which represents the dominant economic environment in which the Group operates and is considered to be the functional currency of the Group. The effective exchange rate at 30 June 2022 was £1 = US$ 1.2161 (30 June 2021: £1 = US$ 1.3851).

 

Critical accounting estimates and judgments

 

The preparation of interim consolidated financial information requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities and the reported amounts of income and expenses during the reporting period. Although these estimates are based on management's best knowledge of current events and actions, the resulting accounting estimates will, by definition, seldom equal the related actual results.

 

In preparing this interim consolidated financial information, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2021.

 

3      Significant events and transactions

 

On 7 April 2022, the Group announced the expansion of its acquisition line of credit to include an additional $15 million for further acquisitions of its franchises and $2 million for a working capital line of credit. As part of the facility, the Group entered into swap arrangements that maintain a fixed interest rate of approximately 5.5% on amounts drawn under the facility and are amortised over a term of five years. The blended fixed interest rate for our various credit facilities is approximately 4.9%.  The covenants and guarantee requirements for the new facility remain the same all other credit facilities with People's Bank, now operating post-acquisition as part of M&T Bank.

 

As detailed in Footnote 7 - "Reacquisition of franchisee territories and other acquisitions" the Group reacquired the following franchises and 3rd party companies:  Franchises - Fort Worth, Texas (1 January 2022); Central Texas (1 May 2022); Shanahan Plumbing (1 May 2022).  The Group also sold additional territory to a franchisee.

 

4   Segmental information

 

In the opinion of the Directors, the operations of the Group currently comprise four operating segments: (i) franchise royalty income, (ii) franchise-related activities including sale of franchise territory, business-to-business sales and product and equipment sales, (iii) US corporate-operated locations led by the Group's U.S.-based American Leak Detection subsidiary and (iv) international corporate locations led by the Group's UK-based Water Intelligence International subsidiary.

 

The Group mainly operates in the US, with operations in the UK, Canada and Australia. In the six months to 30 June 2022, 89.8% (1H 2021: 88.6%) of its revenue came from the US-based operations; the remaining 10.2% (1H 2021: 11.4%) of its revenue came from its international corporate operated locations.

 

No single customer accounts for more than 10% of the Group's total external revenue.

 

The Group adopted IFRS 8 Operating Segments with effect from 1 July 2008. IFRS 8 requires operating segments to be identified on the basis of internal reports about components of the Group.

 

Information reported to the Group's Chief Operating Decision Maker (being the Executive Chairman), for the purpose of resource allocation and assessment of division performance is separated into four income generating segments that serve as key performance indicators (KPI's):

 

-       Franchise royalty income;

-       Franchise-related activities (including sale of franchise territory, product and equipment sales and Business-to-Business sales);

-       US corporate operated locations; and

-       International corporate operated locations.

 

Items that do not fall into the four segments have been categorised as unallocated head office costs and non-core costs which largely reflect transaction costs associated with the Group's acquisition strategy.

 

The following is an analysis of the Group's revenues, results from operations and assets:

 

Revenue

 


   Six months ended

30 June 2022

   Six months ended

30 June 2021

Year ended

31 December

2021



$

$

$



Unaudited

Unaudited

Audited

Franchise royalty income


3,574,855

3,679 450

6,803,489

Franchise related activities


5,154,080

4,926,435

9,769,657

US corporate operated locations


23,267,410

13,272,353

31,861,087

International corporate operated locations


3,587,113

2,820,487

6,109,175

Total

 

35,583,457

24,698,724

54,543,408

 

Profit before tax


   Six months

ended

30 June 2022

   Six months

ended

30 June 2021

Year ended

31 December

2021



$

$

$



Unaudited

Unaudited

Audited

Franchise royalty income


963,463

1,251,346

1,808,730

Franchise related activities


497,801

422,375

805,171

US corporate operated locations


4,462,386

3,058,470

6,007,153

International corporate operated locations


39,007

191,288

315,740

Unallocated head office costs


(2,035,594)

(1,050,697)

(2,927,132)

PPP loan forgiveness


-

1,869,800

1,869,800

Non-core costs


(420,000)

(12,626)

(323,423)

Total

 

3,507,063

5,729,956

7,556,039

 

As previously noted, the gain on PPP loan forgiveness was a one-time extraordinary item related to the Covid pandemic. Under IFRS guidelines, we were required to present this as a one-time gain in profit before tax. However, this gain is not reflective of our underlying operating results, and as such has been excluded from our period over period analysis. 

 

Assets


   Six months

ended

30 June 2022

   Six months

ended

30 June 2021

Year ended

31 December

2021



$

$

$



Unaudited

Unaudited

Audited

Franchise royalty income


28,132,461

12,896,040

27,869,663

Franchise related activities


2,725,813

2,476,084

2,452,933

US corporate operated locations


48,408,920

40,492,132

43,050,953

International corporate operated locations


16,455,139

7,849,792

9,993,906

Total


95,722,334

63,714,048

83,367,455

 

Geographic Information

The Group has two wholly-owned subsidiaries - American Leak Detection (ALD) and Water Intelligence International (WII).  Operating activities are captured as both franchise-executed operations and corporate-executed operations.  ALD has both US franchises and corporate-operated locations.  It also has international franchises, principally located in Australia and Canada.  Operations focus on residential and commercial water leak detection and remediation with some municipal activities.  By comparison, WII has only corporate operations located outside the United States.  These WII international operations are principally municipal activities with some residential leak detection and remediation.  As noted herein, the Group's vision is to become a multinational growth company and a "One Stop Shop" for residential, commercial and municipal solutions to water and wastewater infrastructure problems. 

 

Total Revenue

 


Six months ended 30 June 2022

Unaudited

Year ended 31 December 2021

Audited

 

US

International

Total

US

International

Total

 

$

$

$

$

$

$

Franchise royalty income

3,525,982

48,872

3,574,855

6,698,729

104,760

6,803,489

Franchise related activities

5,154,080

-

5,154,080

9,769,657

-

9,769,657

US corporate operated locations

23,267,410

-

23,267,410

31,861,087

-

31,861,087

International corporate operated locations

-

3,587,113

 

3,587,113

 

-

6,109,175

6,109,175

Total

31,947,472

3,635,985

35,583,457

48,329,473

6,213,935

54,543,408

 

5    Earnings per share

 

The earnings per share has been calculated using the profit for the period and the weighted average number of Ordinary shares outstanding during the period as follows:

 

 

 


   Six months ended

30 June 2022

   Six months ended

30 June 2021

Year ended
31 December 2021



 

 

 



Unaudited

Unaudited

Audited

Earnings attributable to shareholders ($)


 

 

2,407,239

 

 

4,452,586

 

 

5,764,952

Weighted average number of ordinary shares


17,361,439

15,473,540

15,972,588

Diluted weighted average number of ordinary shares


18,463,573

16,587,603

17,286,616

Earnings per share (cents)


13.9

28.8

36.1

Diluted earnings per share (cents)


13.0

26.8

33.3

 

Adjusting for the exclusion of the one-time PPP loan forgiveness has the following effect:

 

Earnings per share (cents)


-

(12.1)

(11.7)

Adjusted Earnings per share (cents)


13.9

16.7

24.4

 





Diluted earnings per share (cents)


-

(11.3)

(10.8)

Adjusted Diluted earnings per share (cents)


13.0

15.6

22.5

 

Earnings per share are computed based on Ordinary shares.  There is a class of B Ordinary Shares that are not admitted to trading.

 

6     Share capital

 

The issued share capital at the end of the period was as follows:

Group & Company

 

Ordinary

Shares of 1p each

 

Shares held in treasury Number

 

 

Number

 

Total Number

At 30 June 2022

17,366,688

56,500

17,423,188

At 30 June 2021

15,492,443

36,500

15,528,943

At 31 December 2021

17,366,688

51,000

17,417,688

 

On 1 May 2022 in connection with the acquisition of Shanahan Plumbing, the vendor, was granted options to purchase 20,000 New Ordinary Shares at a price of $8.95. These options have a four-year vesting requirement.

 

On 30 June 2022, in connection with employee grants, certain employees received options to purchase 152,000 New Ordinary Shares at a price of $12.50 per share.  These options have a four-year vesting requirement.

 

The net number of options including the new grants and leavers from the Group at 30 June 2022 is 2,375,000.

 

Group & Company

Share Capital

Share Premium

Shares In Treasury

 

$

$

$

At 30 June 2022

142,260

35,252,633

(529,077)

At 30 June 2021

116,606

12,395,783

(284,611)

At 31 December 2021

142,260

      35,252,633

(468,427)

 

Reverse acquisition reserve

 

The reverse acquisition reserve was created in accordance with IFRS3 Business Combinations and relates to the reverse acquisition of Qonnectis Plc by ALDHC in July 2010. Although these Consolidated Financial Statements have been issued in the name of the legal parent, Water Intelligence plc, it represents in substance is a continuation of the financial information of the legal subsidiary ALDHC. A reverse acquisition reserve was created in 2010 to enable the presentation of a consolidated statement of financial position which combines the equity structure of the legal parent with the reserves of the legal subsidiary. Qonnectis Plc was renamed Water Intelligence Plc on completion of the reverse acquisition on 29 July 2010.

 

7    Reacquisition of franchisee territories and other acquisitions in the period

 

On 19 January 2022, the Group announced the reacquisition of its Fort Worth, Texas franchise territory within the Group's ALD franchise business.  The Fort Worth operation is fast-growing and expected to accelerate further by adding new service locations in north and west Texas during 2022. Moreover, this reacquisition reinforces the Group's strategy of establishing regional corporate hubs in the US that have scale to fuel growth in nearby corporate and franchise locations.  The purchase price of $7.7 million in cash is to be paid over three years. The purchase price is based on 2021 pro forma of $3.6 million in revenue and $1.2 million in profit before tax.

On 26 January 2022, the Group announced the sale of certain territory in rural North Carolina to an existing, fast-growing franchisee of American Leak Detection (ALD).  The purchase price for the territory is $90,000, all of which is recognised as revenue at 100% profit margin. It is also expected that the franchise owner will be purchasing additional equipment from ALD to launch service vehicles to develop the territory. Finally, the commercialization of such "greenfield" territory will also add royalty income to the Group's ALD business unit during 2022.

Effective 1 May 2022, the Group acquired Shanahan Plumbing LLC, a plumbing company with operations in both Connecticut and New York ("Acquisition").  The Acquisition builds upon the Group's growing American Leak Detection ("ALD") operations in Connecticut and New York and enables customers to be offered a full range of leak detection and repair solutions. The purchase price of $1 million is based on Shanahan Plumbing's 2021 Statement of Income of $1.9 million in revenue and $0.2 million in adjusted profit before tax.

 

On 12 May 2022, the Group announced the reacquisition of its American Leak Detection Central Texas franchise.  The franchise includes the cities of Abilene, Lubbock and Midland which are west of recently launched corporate-operated locations of Fort Worth (via franchise acquisition) and Wichita Falls (greenfield). The purchase price of $0.75 million in cash is based on the franchise's 2021 Statement of Income of $0.65 million in revenue and $0.21 million in profit before tax.

8   Publication of announcement and the Interim Results

 

A copy of this announcement will be available at Water Intelligence plc's registered office (27-28 Eastcastle Street, London, W1W 8DH) from the date of this announcement and on its website - www.waterintelligence.co.uk. This announcement is not being sent to shareholders.

 

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