Envirosuite CEO Peter White has entered into a new remuneration agreement.

While the base salary of $300k remains unchanged, Peter will be eligible for an additional 30% of this as a Short Term Incentive (STI) "based on a broad number of financial and non-financial performance measures" including EBITDA (although no figures were detailed).

Personally, I really dislike vague and subjective performance measures. More than happy for management to receive big rewards when they deliver for shareholders -- but these kinds of STIs just leave too much to the board's discretion.

Anyway, without getting into a debate on executive remuneration, I did find the Long Term Incentive (LTI) component very interesting.

If EVS shares hit 50c by June 2023 -- and remain above that level for at least 30 consecutive days --  the CEO will get 1m shares for free. He'll get a further million if shares hit 75c and another million if they hit $1.

This may seem very generous, but I doubt shareholders would be upset if these thresholds were met. After all, the lower tier represents approx. 50% compound annual growth rate in the share price over 3 years!

Again, we can debate how reasonable these levels may or may not be, but I note that if EVS hits its target of $100m in revenue by 2023, a share price of 50c would put the business on a Price/Sales ratio of ~2x. Not too unreasonable at all given the required growth rates.

A cynic would argue that boards do not set targets that they think are unreasonable -- if it's about feathering the nests of insiders, you want to set a very low bar.

Of course, none of this guarantees anything, but i find it very telling in relation to the board's optimism.

[I own EVS shares]  

Envirosuite has provided an edited transcript of analyst and investor questions following the FY20 result.

Key points:

• big sales pipeline and on track to hit breakeven and revenue targets
• 65% of revenue is exposed to airports, but churn has been very low (1.5%) as airports mandated to have noise/vibration monitoring. 
• Organic growth for the seperate businesses were 100% and 8-10% (pro-forma) for EVS and EMS, respectively.
• Management incentives only become meaningful if share price exceeds 50c
• 82% contribution margin
• Sufficient cash to make it through to breakeven
• $11m in costs to be removed due to duplications and synergies with EMS

Announcement can be seen here

My heart skipped a beat when i first saw "acquisition" -- something that could drain cash, prolongue breakeven, or worse require a capital raise.

But the purchase of AqMB IP looks really smart, and at just $1.35m seems to have little downside (EVS had $24m in cash at the bank prior to the this).

AqMB IP offers a "neural network-based machine learning tool that models chemical and biological processes at water treatment plants". This helps optimise plant operations and can lead to significant cost savings. In a trial, it supposedly saw a 35% reduction in annual chemical and electricity costs.

EVS reckons there's a very big market for anything that can offer a 25% saving or more -- around 25,000 sites globally -- and of course they already have a lot of wastewater customers. Over the coming six months, EVS will be working to integrate AqMB IP into a "smart water" product, in combination with their SeweX technology.

Envirosuite has a good history of smart, low cost strategic acquisitions, so I'm hopeful this is another example of that. The deal offers:

• A broader and more compelling offering
• Upsell opportunities
• Accelerated product development (it would likely take a few years and loads of R&D costs to develop this internally)
• A negligible hit to earnings resulting from the purchase and integration.

There are always risks in terms of execution, and perhaps in misreading the potential market demand. But the risk/reward to me seems very attractive.

I don't expect this to materially move the dial in the short term in terms of per share earnings, especially given the much broader customer base post the EMS acquisition. So i'm not inclined to alter my valuation as yet. But the return on this investment could prove very satisfactory. 

{disc. held}

ASX announcemenet here

It was a very busy year for Envirosuite, with the (massive) acquisition of EMS and the move into China the most significant events.

It makes a comparison with prior years difficult, but in relation to FY19 revenue was 209% higher while EBITDA (adjusted) loss doubled to -$12m.

Envirosuite reckons it can take a further $11m in costs out of the business due to duplicated roles and systems, and still expects to be EBITDA +'ve by March 2021. Forecasts provided suggest expectations for a fairly stable cost base going forward.

It is targeting revenue growth of around 170% this year (the first full year with EMS on board), with ~20% top line growth per year through to FY23. Around 3/4 of all revenue will be subscription based. And the company expects operating margins to grow rapidly as the business scales -- they're calling for a 15% EBITDA margin in FY23.

Where is all this growth going to come from?

Well, the company now has a far deeper and richer offering, a broader geographic presence and a strengthened sales team that is targeting a $2.3b global market opportunity.

There's a big structural shift in the gathering and reporting of "environmental intelligence", and most companies that have these considerations will inevitably shift to a digital solution in time. It's simply far cheaper and more effective than previous methods. Moreover, there are very real regulatory drivers here that will require companies to focus more on these issues.

That doesn't mean that EVS will be the winner, but they are very well positioned as a genuine market leader, have a solid existing customer base that offer some cross-sell/up-sell opportunities, and they have a good first mover advantage thanks to years of R&D.

With the acquisition of EMS out of the way, the next few quarters will be critical in determining if the company can deliever to its ambitous targets.

The early growth in China, which has already contributed $3m in revenue to FY20 and has announcved $5m of new deals is encouraging. And it's good to see the resiliance of revenues from airport customers (which have a regulatory requirement to montir noise levels).

The SaaS caharacteristics of the business -- low churn, high revenue visibility, strong operating leverage -- remain very attractive, and should really come to the fore if EVS can drive strong top-line growth.

Envirosuite has around $24m in the bank, with around $12m available to fund operations. Given their cash flow trajectory, this should be enough to sustain them through to breakeven.

It ticks a lot of boxes for me, and I think there is a good deal of upside if they can deliever anything close to their long term targets.

That being said, I see this as a higher risk investment and expect plenty of voliatility. EMS was a big mouthful to swallow, and although airport revenues have held up so far there are some real risks if covid has a sustained impact on travel. We're also yet to see if the necessary organic sales growth, post merger, will eventuate.

Disc: held

Results presentation here

Envirosuite has announced $14.5m in sales since March (since the acquisition of EMS).

$8m was for new business, with $6.5m in renewal contracts. 

If you annualise the past 5 and a bit months, that's a yearly run rate of ~$32m in total revenue.

The pro-forma revenue for the combined group was about $55m in FY19 -- though a direct comparison is difficult due to factors like seasonality, timing of sales/renewals and the fact we extrapolating a period which includes the worst of the COVID disruption.

EVS said that it had seen resiliance across all sectors and geographies, as well as new sales in its key markets.

Over half of renewals came from the airport sector and EVS has retained all of its customers in this segment (one that is amongst the hardest hit due to the virus). As CEO Peter White stated "noise monitoring is required as a license condition for all contracted airports, regardless of flight volumes".

So i think it's generally an encouraging update, but EVS will certainly need to see an accleration in sales over the coming year. The company reckons it has a $30m sales pipeline, so if they can convert even half of that this year they should achieve low double digit revenue growth.

Importantly, EVS reiterated guidance for positive EBITDA in Q3 this year, and the $100m revenue target for FY23 was mainatined.

[disc. held]

ASX announcement here

Envirosuite released its presentation to the Bell Potter Emerging Leaders Conference, marked as market sensitive.

I couldn't really see much new info, although there was a bit more detail on the newly combined business.

Key points:

• $2.3b addressable market
• Forecasting 20%pa revenue growth, hitting $100m by FY23 with a 15-20% EBITDA margin
• Contribution margin (gross margin) ~82%
• 75% of revenue is recurring with 98% retention
• Combined sales force has been in place since May, with customer leads growing from 300 in July to almost 1200 by August.
• Current pipeline is $30m in recurring revenue opportunities 
• Overhead costs expected to drop around 15% or so and then stablise.  

The company's financial goals are certainly ambitious and there is, of course, no guarantee they will be achieved. However, I think there's genunine scincerity in management's expectations given the structuire of the Long Term Incentives. These grant a lot of shares to the CEO if the market price is above 50c in 3 years time -- with an increasing allocation if shares get above 75c and $1. Boards are usually accused of setting performance hurdles too low so I find this encouraging.

Envirosuite has good organic sales momentum, a genuinely best in breed product, and ongoing regulatory tailwinds. Super high retention speaks volumes about how customers perceive the product, and Envirosuite has an increasing array of big name reference sites (this helps open doors and achieve conversion better than most things in my opinion)

The company has almost $12m in cash available to support operations, and with further planned cost-outs post the EMS acquisition I think they are quite likely to hit their +'ve EBITDA target in the next 6 months. From there, the nature of the business should allow for accelrated profit growth past this important inflection point. Barring a major acquisition, i don't see them needing to raise capital anytime soon.

I've held EVS in varying weightings since 2018, and hope to continue doing so for many more years.

Full presentation is here

• 13/8 ASX sales update 
• Over $14.5m received in sales orders since 1 March 2020
• Strong business resilience across all sectors and geographies including new revenue growth in key
• markets and industry sectors
• No customers lost in airports sector despite COVID-19
• Strong sales order pipeline of more than $30m
• Company reaffirms positive EBITDA target by end of Q3 FY2021 and medium-term target of
• $100m revenue with strong EBITDA and high recurring revenues

04-June-2020:  EVS June 2020 Company Presentation

Envirosuite has announced that it expects the recent (massive) acquisition of EMS to be fully integrated at the end of May -- on buget and on schedule.

This process has identified $8m in cost synergies and a further $3m in budgeted savings. These are expected to be realised by the end of FY21. 

If realised, that's quite material. I estimate it reduces cash costs by ~19% (and will boost pro-forma operating margins).

EVS also believs it will boost revenue growth potential, will see a restructure of senior exectuve team from the 2 businesses, and a consolidated product road-map.

Importantly, EVS reiterated its goal of being EBITDA positive on a monthly run-rate basis by the end of FY21.

A group presentation that more thoroughly outlines the new business will be released at the end of May.

Full announcement is here  

Envirosuite has brought forward its target for EBITDA breakeven, saying they expect to reach this target by the end of March 2021 -- 3 months earlier than previously advised.

This is a result of ongoing cost reductions and new projections for one-off and recurring sales.

It will be an important milestone if achieved, and i suspect will help bring about a re-rate of the company's shares.

ASX announcement here

Came across this article published by the AFR stating that BHP (an existing EVS customer) are planning to spend ~$1.37b over the next 5 years to achieve its new emissions reduction targets. Although this isn't exactly huge news for EVS, I see this as positive as it could open opportunities to sell their product to new mining giants if they are pressured to follow suit. It can also open the door to upselling opportunities to existing customers.

Key notes:

• the investment required to achieve the targets would rank above dividends on its list of spending priorities

• Under the ''capital allocation framework'' that governs all of BHP's spending decisions, the first priority for spending is on maintenance, to ensure its mines are safe for workers. BHP said spending to achieve the new emissions targets would share that rank.

In light of this, EVS may benefit from assisting BHP (and possibly others) in monitoring their efforts for emissions reduction.

Linke to article: https://www.afr.com/companies/mining/bhp-s-1-3b-of-climate-projects-more-important-than-dividends-20200910-p55ue8

They planned to have around 15 to 20 million in revenue for this year, last half year was not testament to this, they have said that they received 7.5 million in the new orders in their most recent presentation, whether this includes the first year results i am not sure. however, based of this and the optimistic scale of growth, they may finish this year with 9-12 million in revenue. 

They plan to have 100 million in revenue by 2023, very ambitious. Their acquisition has claimed to bring in high revenue, however the statistics for the revenue of EMS was prior Corona, so that may be dimmed.  Not sure how much they will count that in on revenue in the yearly report.

Any news for increased in contracts from north America is not the best news for me. because if you see their revenue vs costs here, they make a low very marginal profit. In saying this they are still unprofitable and although 2021 Q 3 is the aim, they still have fairly high costs. 

Competition 

they have high competition globally, their largest and most compatible competition is Cority, their price is minimum 10k for services compared to EVS 5K. They are a Canadian company that has a foot in Australia, for water pollution. No crossover with noise pollution, however they also provide services for water pollution similar to EVS's Thames service (in fact on their website they have almost the same photo the water treatment plant.) they have around 30 - 50 million revenue.  

There also plenty of smaller companies that aren’t as steeped in this field but have a service. Enablon is more industry based but does have a service. CH2M Hill is a water management company, not exactly the same but could take market space. Gensuite, not much market crossover, more compliance based. haven’t found many competitive noise pollution reductionist companies. 

Board

Their board seems to be ok, not many marketing shills. Adequate experience with running companies and management, not the best SaaS experience, do not know too much about them, but one of them seems to old to have Linkedin. The ownership in the company shot up last year, which is a great sign.

Price

Considering that from 2015 to 2016 they had 17 million in revenue and the price was about the same level, tells me that the price probably is already accounting for the optimistic growth of revenue, however it is definitely is much to low if  they do truly reach 100 million and high profitability by 2023. Currently it is very volatile, I think that coming into this yearly report will really tell tale the price. Halving their expectations I still think that this is undervalued, however it must be a long term hold, as if I buy prior to this report and they do receive my except 9- 12 million in revenue I think the price will drop, if its above 15 million it will rise. This is high speculation stuff short term, I do think they are flexible and capable of achieving halve of their expectations by 2023, it will see good growth.

13-July-2020:  New Envirosuite (EVS) Company Video

"Envirosuite would like to present to you our new company video where we highlight our offering in Environmental Intelligence.  The video has been produced to mark the successful end of our integration with EMS Brüel & Kjær after acquiring the company in January 2020.  

"As we move into FY21, we have undertaken an extensive rebranding and messaging exercise to integrate both companies and strengthen our core product messaging with a focus on our powerful offerings in ‘Environmental Intelligence’. "

What is Environmental Intelligence?

"Environmental Intelligence harnesses the power of big data, artificial intelligence and analytics to produce real-time visualisations, predictive modelling and actionable insights that enable companies, governments and communities to make fast, confident decisions that optimise operational and environmental outcomes. 

"We look forward to bringing you more Envirosuite highlights and news in the coming months."

WATCH THE VIDEO

• New acquisition of EMS Brüel & Kjær Holdings Pty Ltd (EMS) - successfully completed integration phase.
• $58 million revenue - EBITDA expected to be positive by FY2021
• New CFO (Matthew Patterson, coming from Macquarie Group) & COO (Jason Cooper) announced.
• Currently sitting on $24million in cash.
• Since ##China Update (18/02) - $5million contracts attained in Water Quality; team of 12 staff set-up.
• $7.5million in key contracts since 1 March 2020.
• More information at: https://www.asx.com.au/asxpdf/20200604/pdf/44jd085lwp88sy.pdf

23/3/20

Envirosuite has announced a material contract win valued at $2.8m for the first phase of regional water quality project.

EVS will supply 375 third party water analysers at 11 treatment plants and is expected to lead to the provision of software solutions.

This sale was not in the previously disclosed sales pipeline.

The value of the deal includes the cost of the equipment, and EVS said it could not disclose its margin due to commercial sensitivity (but i doubt it would be better than 40% at best)

What's most interesting, is that this deal was fast-tracked due to increased regulatory requirements following the coronavirus outbreak. Indeed, Envirosuite said it had experienced an accelerated demand in the China market.

All in all, for a company targeting $100m in sales in the coming years, this isnt a massive win, BUT it is very encouraging in that it shows an ability to continue generating sales in these unusual times AND that the demand for their product is increasing due to increased regulary standards. It's also encouraging to see more traction in the China market.

You can read the full ASX announcement here. 

.

Envirosuite will enter the S&P ASX All Ordinaries Index on June 22.

Doesn't alter the buy thesis, but in the short run it should help support the price as index funds are forced to buy. Longer term it may help with liquidity too.

There's a lot of detail related to this acquisition, and others have already summarised the main points.

Key considerations for me:

• An extremely large takeover (technically, a reverse takeover) that radically changes the business mix. EVS is now essentially a noise monitoring business that has a relatively small odour and wastewater segment. That being said, they'll be looking to provide a more holistic solution to customers going forward.
• Very dilutive. When accounting for options, there are around 1,127m shares. That gives the company a market cap of ~$225m
• The combined entity will still be loss making, although it is targeting a doubling in revenue over the next 3 years to ~$100m, with EBITDA margin of 15-20%.
• With $15m in cash, post transaction, it should have enough cash to make it to profitability (if projections are indeed realised)
• Cross sell opportunity is significant -- but this is often touted as an acquisition rationalisation, and not always realised..
• EMS has a history of growth, and is expected to see a 9% lift in sales for the current year.
• Macquarie will retain an 8% holding (14% if all options are exercised) and will be the largest single shareholder. It will refer potential clients.
• Big potential, but similarly big risks in terms of integration and realsing cross sell potential.

I've updated my valuation (see my company report)

27-March-2020:  Material win in China - Smart Water Solution

Just to book-end the week, one on Monday, and this one on Friday.

18/02/2020

Envirosuite provided an update on its China venture since it established operations last year.

EVS China now has 10 people, including a local general manager. The previously announced strategic agreements with local partners has supposedly contributed "substantially" to the sales pipeline, the qualified portion of which represents around $12m.

EVS reported a maiden sale of $270k to a wastewater plant, and more sales are expected in the coming months. With the SaaS model still unfavoured in China, new sales are expected to involve a large upfront capital component, followed by a few years of smaller maintainance and software fees.

The recent takeover of EMS gives Envirosuite 4 existing contracts in China for the related solution, and there's potential for further expansion here.

This news is not material from a financial perspective, but at face value it seems as though the move into China has started well.

Management certainly have a lot going on -- ingesting the much larger EMS while simultaneously expanding into a new (and often challenging) geography and overseeing product integration and development is no easy task!  

You can read the full announcement here

17 January 2020:  ASX Announcement by EVS of massive acquisition (of EMS Brüel & Kjaer Holdings)

Envirosuite to acquire EMS Brüel & Kjaer Holdings Pty Ltd

Key Highlights (excerpts)

• EVS to acquire EMS - a leading global environmental noise solutions provider 
• The combination of Air Quality, Noise and Waste and Wastewater creates a comprehensive and world class environmental technology platform
• The acquisition provides scale and opens new industry and geographic distribution channels for the expanded solution offering
• The Transaction is expected to complete at the end of February 2020, and is subject to shareholder approval
• Acquisition funding secured after the successful completion of an underwritten institutional placement to new and existing investors

Envirosuite Limited (“EVS” or “the Company”)  (ASX: EVS) is pleased to announce that it has signed a binding agreement to acquire all of the share capital of EMS Bruel & Kjaer Holdings Pty Ltd (“EMS”) (“Transaction”). EMS is a leading global environmental technology group, headquartered in Melbourne, with over 400 customers in 40 countries and approximately 200 staff. EMS specialises in environmental noise and vibration monitoring and is the recognised market leader in addressing airport noise globally.

The underwritten institutional placement (“Placement”) to new and existing institutional and sophisticated investors will, on settlement, raise gross proceeds of A$70 million. Bell Potter Securities acted as sole Lead Manager and Underwriter for the Placement.

Transaction Details

EVS will purchase EMS, on a cash-free, debt free basis, from its shareholder group, comprising the majority shareholders Macquarie Corporate Holdings Pty Ltd (“Macquarie”) and Spectris Group Holdings Limited (“Spectris”), as well as the EMS founders whose nominees hold a minority shareholding.

EVS has agreed to a total consideration pursuant to a share sale agreement of:

• $70m cash, to be paid net of EMS debt and subject to a working capital adjustment, to Macquarie as at 50% and Spectris as to 50%;
• 80m new EVS shares, with 25m shares to be issued to Macquarie, 10m shares to be issued to Spectris, and 45m shares to be issued to the minority shareholders; and
• 95m options over EVS shares, to be granted as follows:
  • 75,000,000 options to Macquarie with an exercise price of $0.20 per share and an exercise period of three years from the date of grant; and
  • 20,000,000 options to nominee entities of the EMS founders, with an exercise price of $0.25 per share and an exercise period of three years from the date of grant.

In addition, EVS has agreed as part of the Transaction to issue to Macquarie 55m EVS shares as consideration pursuant to a referral agreement to be entered into subject to and on completion of the Transaction as set out below.

All consideration shares are subject to a twelve-month escrow period.  Any shares issued  pursuant to the exercise of consideration options will be escrowed for the balance of the twelve months from the date of option grant.

The consideration shares and consideration options to be issued by EVS as part of the Transaction consideration are fixed in number and not subject to recalculation at completion of the Transaction.

Completion of the Transaction is subject to applicable EVS shareholder approvals, including for the issue of the consideration shares and options.

Funding arrangements, including Share Purchase Plan

The $70m cash component of the Transaction consideration will be funded via the Placement, pursuant to which 350m EVS shares will be issued to institutional and sophisticated investors at $0.20 per share and which is underwritten by Bell Potter Securities.  

The Company will seek to raise an additional amount of approximately $5.5m via a placement of approximately 27.8m EVS shares at $0.20 per share to institutional and sophisticated investors including directors Hugh Robertson and Chairman David Johnstone (subject to shareholder approval), members of the EVS management team and their networks.

This placement will be managed by EVS directly (not underwritten) and the proceeds will be used to fund costs associated with the Transaction.

The Company also today announces a Share Purchase Plan (SPP) providing each shareholder the opportunity to subscribe for up to $30,000 worth of EVS shares at a price of $0.205 per share. The price has been set as close to the Placement share price as the rules for SPPs allow, being a share price that is no less than 80% of the volume weighted average price of EVS shares in the 5 trading days leading up to the date of this announcement. The SPP funds will be provisioned for additional working capital to support the integration and growth of the combined group.

A notice convening a general meeting of EVS will also be released today seeking the approval of EVS shareholders to resolutions pertaining to the Transaction and the funding arrangements.

--- continues in "#new shareholders" straw (due to 5,000 character limit on individual straws) ---

RISKS

• The business may not scale well, absorbing higher revenues through increased cost base. EG. Increased development spend, significant increase in sales force (without concurrent lift in sales), more expensive office space, new offices in other geographies etc)

• Founders and insiders may extract capital through generous options/equity grants or increased remuneration packages.

• Fail to focus on existing opportunities and instead broaden the offering -- moving too fast. 
• Another tech company could develop a better mousetrap.
• Technology failure leading to reputational damage. Especially if failure results in fines/penalties for a client.
• Counterparty risks. If consultancy partners do a poor implementation, for example.
• Liquidity risks -- shares are very thinly traded. Will be difficult to build or exit large positions. Shares will likely be especially volatile.
• Business runs out of cash and needs to raise capital in a highly dilutive share issue

17 January 2020:  ASX Announcement by EVS of massive acquisition (of EMS Brüel & Kjaer Holdings)

Envirosuite to acquire EMS Brüel & Kjaer Holdings Pty Ltd

Key Highlights (excerpts) continued - see "#Jan 2020 EMS Acquisition" straw for the bulk of the details concerning this acquisition.

...continued...

New Shareholders

On completion of the Transaction, Macquarie will hold approximately 8% of EVS shares on an undiluted basis which will make Macquarie the largest single EVS shareholder.  This percentage would increase to approximately 14% if all options on issue (including those to be granted to Macquarie) are exercised.  Macquarie has a right to a nominee on the EVS board (“Board”), subject to completion of the Transaction.

On completion of the Transaction, Macquarie and EVS will enter into a two-year Referral Agreement under which Macquarie will procure certain introductions and/or referrals from the Macquarie Capital Business Group (being that part of the business carried out within Macquarie Group Limited, its holding companies and its and their subsidiary companies known as “Macquarie Capital”).  The Board believes that gaining such a strategic shareholder will help accelerate EVS’s global expansion significantly.

Spectris will hold approximately 1% of EVS shares on an undiluted basis (approximately 0.9% of EVS shares on a fully diluted basis).

Envirosuite has today signed a "cooperation agreement" with BHZQ.

This follows on from the "binding agreement" announced in September.

Frankly, I'm not too clear on the difference, but it appears the recent announcement relates to a more formal agreement that makes EVS the preferred supplier for associated solutions. 

(EDIT: Looks like i wasnt the only one who was a bit confused -- EVS released a supplemental clarification on the relevance of the agreement on the 19th Oct. You can read here. Essentially, this agreement was an essential step, profit sharing will be determined on a project by project basis, and that projects will likely require joint input from both parties)

There were no financials or forecasts provided, other than a reiteration of the $10m aspirational target for options conversions, which require $10m in cummulative income from China by the end of calendar 2021.

Still, this appears to be an inevitable contractual step from what was already in train and the initial ~7% jump in shares seemed a bit of a knee jerk reaction.

Good to see progress being made, but I wont be raising my valuation until we see some tangible progress.