Tivoli, formerly the UK grounds maintenance assets of ISS, was one of the leading participants in this space by size, servicing local authorities, MOD sites and commercial utilities, amongst others. We had long been attracted to the grounds maintenance industry, having established some niche business through Orbis, and had been involved in processes to acquire assets since 2013 and in 2014 went through an in-depth diligence process. We saw the industry as having significant untapped opportunity to utilise the employee base to drive further in-fill revenues, a strategy we had deployed successfully elsewhere, and also saw that the nature of the work itself, versus other FM, attracted employees – a fact which was also untapped in terms of motivation and incentivisation.
By the time we looked at the business again in 2017 the financial performance had deteriorated significantly and the opaque nature of the changes and the potential to inherit a falling knife deterred other previously interested parties. However we had predicted many, if not all, of the problems three years earlier, due to the company’s strategy in place at the time, and so contrary to being shocked by the decline we were comforted with our understanding of the business. Furthermore upon investigating the complex revenue and cost recognition mechanics in the financials we determined the business was in fact in better shape than others, or ironically the vendor, believed.
The acquisition was a trade and assets deal with significant missing central functions. The priority for the first few months (and the few months before completion) therefore was to establish central functions for delivering the IT, HR and finance necessary to support the business, as well as transitioning the employees and the multiple complex pension schemes. We also needed to recruit a full senior management team.
Subsequent to this, a significant portion of our time and management’s time for the next year was committed to producing data which could be relied upon, and installing processes which would continue to produce this reliably. This was more complicated than might be expected – for example the fixed asset register was meaningless and needed to be rebuilt from scratch, depot by depot, across 7,000 items; the net assets of the business showed on the face of it c.£23m, but after scrubbing the balance sheet and trial balances, for issues we had unearthed before completion and issues unearthed afterwards, the true balance was c.£9m.
During this period the business was continuing to win business and deliver quality service to its customers, but in the absence of, not only contract by contract profitability analysis or productivity KPIs, but also reliable overall P&L information. Our goal had been to begin to deliver this information to regional and local management and initially in this way enable them to drive vast improvements across the company.
Over the next two years we expect to see the results of enabling this strong base of employees to have a clearer understanding of the drivers of their business, and as we provide them both with the data to show this and the personnel support to understand it we are already seeing improvements drive themselves at a regional level, such is the enthusiasm of the people in the company.
Beyond this we see incredible potential within the business which could deliver EBITDA improvements, at a level appropriate for Sullivan Street, for many more years afterwards. The potential for in-fill revenues described above is staggering given the fantastic footprint Tivoli has across the country, and to a degree will form our entire revenue growth strategy. There has never been a significant investment in technology to unlock true forward-planning, in an industry completely dependent on this where off the shelf pieces of technology abound and could be unified in-house. And in parallel with this we see the opportunity to root the business in its communities and open spaces, and change the way the business, and hopefully the industry, engages with employees already attracted to the sector and the nature of the work.
In 2020, having spent 2 years establishing Tivoli as an independent business in the industry, we acquired the UK grounds maintenance operations of Sodexo S.A. in a highly accretive trade and assets carveout. This has grown the Group top line by 20%, delivered significant financial and operational synergies, and has expanded our private customer base.