The information contained within this announcement is deemed
by the Company to constitute inside information pursuant to Article
7 of EU Regulation 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended.
Upon the publication of this announcement via a Regulatory
Information Service, this inside information is now considered to
be in the public domain.
10 September 2024
Lords Group Trading
plc
('Lords',
the 'Company' or the 'Group')
Interim
Results
Lords (AIM:LORD), a leading
distributor of building materials in the UK, today announces its
unaudited Interim Results for the six months ended 30 June 2024
('H1 2024' or the 'Period').
H1
2024 Highlights
· Group
revenue of £214.2 million (H1 2023: £222.6 million)
· Group
like-for-like1 revenue decreased by 6.1% due to the
challenging economic backdrop and previously announced market
disruption within Plumbing and Heating relating to the Clean Heat
Market Mechanism ('CHMM') deferral
· Gross
margin broadly in line with prior period and ahead of FY23
reflecting focus on customer service excellence
· Decisive management actions taken on overhead costs expected
to deliver annualised savings of £2.6 million in FY 2025
· FY
2023 acquisitions successfully integrated and rebranded
· Adjusted EBITDA2 16.6% lower at £12.6 million (H1
2023: £15.1 million)
· Plumbing and Heating division ('P&H') continuing to
benefit from the UK's commitment to sustainable living, with sales
of Air Source Heat Pumps up 492%
· Interim dividend of 0.32 pence per share, scaled in line with
earnings per share (H1 2023: 0.67 pence per share)
· Well
positioned to deliver operational gearing from a recovery in the
market
|
Note
|
H1 2024
|
H1
2023
|
Change
|
Revenue
|
|
£214.2m
|
£222.6m
|
(3.8)%
|
Gross margin
|
|
20.2%
|
20.4%
|
(20)
bps
|
Adjusted EBITDA
|
17
|
£12.6m
|
£15.1m
|
(16.6)%
|
Adjusted EBITDA margin
|
|
5.9%
|
6.8%
|
(90)
bps
|
Adjusted operating profit
|
17
|
£7.1m
|
£10.2m
|
(30.7)%
|
Adjusted diluted earnings per
share
|
10
|
1.57p
|
3.30p
|
(52.4)%
|
Dividend per share
|
|
0.32p
|
0.67p
|
(52.2)%
|
Operating profit
|
|
£4.5m
|
£8.1m
|
(44.4)%
|
Diluted earnings per
share
|
|
0.39p
|
2.28p
|
(82.9)%
|
Shanker Patel, Chief Executive Officer of Lords,
commented:
"Trading conditions have remained challenging throughout the
first half of 2024 with like-for-like (LFL) revenue 6.1% lower. The
introduction and subsequent deferral of the Clean Heat Market
Mechanism (CHMM) disrupted the Plumbing and Heating market and we
experienced a 15% LFL revenue reduction in the first quarter, but a
stronger second quarter resulted in a resilient first half with
divisional revenue 3.2% down overall.
"In this challenging market, management has remained focused
on optimising capital allocation and operating efficiency, with
actions taken on costs expected to deliver annualised overhead
savings of £2.6 million in FY2025. The Group's resilience and
strategy of maintaining gross margin is testament to our
outstanding colleagues and our focus on excellent customer
service.
"The Board welcomes the new government's support for the
sector and the recent interest rate reduction which is widely
expected to lead to improved conditions for the UK construction
market. The Group's focus on operational efficiency and working
capital management will ensure that we are well positioned for any
market recovery. In the medium term, the Group is well placed in a
highly fragmented and essential repair, maintenance and improvement
('RMI') market, to grow the Group's market share organically and
through selective, valued-added acquisitions which will become more
attractive as the market returns. We are encouraged by the growth
in Renewable product sales and believe this could be an additional
near-term growth lever.
"Whilst the outlook for the Construction sector is beginning
to improve, the Board is not expecting any change to trading
conditions in the second half of 2024 and, recognising the
important Autumn season ahead, particularly in Plumbing and
Heating, expect that Adjusted EBITDA, will be in line with
management expectations."
FOR
FURTHER ENQUIRIES:
Lords Group Trading plc
|
Via Burson
Buchanan
|
Shanker Patel, Chief Executive
Officer
|
Tel: +44
(0) 20 7466 5000
|
Stuart Kilpatrick, Chief Financial
Officer
|
|
|
|
Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)
|
Tel: +44
(0)20 7220 0500
|
Ben Jeynes / Dan Hodkinson (Corporate
Finance)
|
|
Julian Morse / Henry Nicol / Charlie
Combe (Sales and ECM)
|
|
Berenberg (Joint
Broker)
Matthew Armitt / Richard Bootle /
Detlir Elezi
|
Tel: +44
(0)20 3207 7800
|
Burson Buchanan
|
Tel: +44
(0) 20 7466 5000
|
Henry Harrison-Topham / Stephanie
Whitmore / Abby Gilchrist
|
LGT@buchanan.uk.com
|
Percentages are based on underlying,
not rounded, figures.
1 Like-for-like sales is a
measure of growth in sales, adjusted for new, divested and acquired
locations such that the periods over which the sales are being
compared are consistent.
2 Adjusted EBITDA is EBITDA
(defined as earnings before interest, tax, depreciation,
amortisation and impairment charges) but also excluding exceptional
items, and share-based payments.
Notes to editors:
Lords is a specialist distributor of
building, plumbing, heating and DIY goods. The Group principally
sells to local tradesmen, small to medium sized plumbing and
heating merchants, construction companies and retails directly to
the general public.
The Group operates through the
following two divisions:
Merchanting: supplies building
materials and DIY goods through its network of merchant businesses
and online platform capabilities. It operates both in the 'light
side' (building materials and timber) and 'heavy side' (civils and
landscaping), through 31 locations in the UK.
Plumbing and Heating: a
specialist distributor in the UK of plumbing and heating products
to a UK network of independent merchants, installers and the
general public. The division offers its customers an attractive
proposition through a multi-channel offering. The division
operates over 17 locations enabling nationwide next day delivery
service.
Lords was established over 35 years
ago as a family business with its first retail unit in Gerrards
Cross, Buckinghamshire. Since then, the Group has grown to a
business operating from 48 sites.
Chief Executive Officer's Review
On behalf of the Board, I am pleased
to report our Interim Results for the six months ended 30 June
2024.
Overview
Revenue in the first half of 2024
was 3.8% lower at £214.2 million (H1 2023: £222.6 million).
Like-for-like ('LFL') revenue, which adjusts for branches that were not
part of the Group in the whole of the comparator period, was 6.1%
lower than the first half of 2023.
Gross margins were in line with the
first half of 2023 at 20.2% (H1 2023: 20.4%) but showed an increase
on FY 2023 (20.0%) and FY 2022 (19.7%).
Adjusted EBITDA of £12.6 million (H1
2023: £15.1 million) reflected the reduction in LFL revenue and the
impact of the Clean Heat Market Mechanism ('CHMM') on our Plumbing and
Heating division, particularly in the first quarter, traditionally
one of its busiest.
Merchanting
Merchanting revenue was 4.4% lower
in the H1 2024 at £104.6 million (H1 2023: £109.4 million). The
Group acquired Chiltern Timber and Alloway Timber during FY 2023
and after adjusting for their contribution, LFL revenue was 9.3%
lower. Whilst our businesses are primarily focused on the more
resilient RMI sector, brands such as AW Lumb, Hevey and MAP have
exposure to the new build sector which has impacted performance in
H1 2024.
Our focus on customer service
excellence is demonstrated by a small improvement in gross margin
despite the challenging competitive market.
The division renegotiated the terms
of its Park Royal branch lease in the first half of 2024 due to the
landlord's intention to redevelop the property at the expiry of the
lease in 2026. In doing so, it exchanged certainty of vacant
possession for improved terms and flexibility. This resulted in a
gain of £1.7 million in the period with nil rental going forward,
allowing the business flexibility to relocate during a three and
half year period following the agreement.
Alloway Timber, acquired in
September 2023 as a business requiring turnaround, has now been
fully integrated into the Group and rebranded as Lords Builders
Merchants ('LBM'). Four of its five sites in the South-East
of England have been fully refurbished, management has been
strengthened and greater emphasis placed on business development.
Although we are confident that the steps we have taken will result
in the business contributing positively to profit in 2025, as
previously advised, the business has required more attention than
we anticipated, especially in these difficult trading conditions.
Similarly, Chiltern Timber, which we acquired in April 2023, has
also been successfully integrated into LBM and is trading well in
relation to the market with sales growth of 3.2% in H1
2024.
Costs to serve the business were
slightly lower on a LFL basis, as inflation increases were offset
by efficiencies and Adjusted EBITDA was 10.2% lower at £7.6 million
(H1 2023: £8.4 million).
Plumbing and Heating
The introduction of the CHMM
resulted in price increases from 1 January 2024, which were passed
onto customers. In advance of this, customers stocked up and our
Plumbing and Heating division experienced increased demand in the
final quarter in 2023. This reversed in the first quarter of 2024
and in traditionally one of the division's stronger quarters, LFL
revenue was down on prior period comparative by 15.1%.
During March 2024, the government
deferred the introduction of the CHMM, and increased administration
time was incurred as the manufacturer's price increases had to be
returned. Having seen the destocking hit sales in the first
quarter, the second quarter resumed to more normal trading
resulting in a first half LFL fall of only 3.2% at £109.6 million
(H1 2023: £113.2 million).
Gross margin decreased from 14.5% to
13.2% in the period as the market disruption and manufacturer
promotions impacted the mix of boilers sold and associated heating
products.
Overheads were reduced by £0.3
million compared to the first half of 2023 and Adjusted EBITDA fell
by £1.6 million to £5.0 million (H1 2023: £6.6 million) in the
period.
Mr Central Heating, our digitally
led P&H trade counter business, continued to develop recent
branch openings in Edinburgh and West Bromwich, with both expected
to contribute in line with normal timeframes in the second half of
2024. With a strong digital proposition and a broad product range,
further selective branch openings will drive organic growth as the
market improves.
Our P&H range recently broadened
after signing an exclusive distribution agreement, with the World's
largest boiler manufacturer, Navien, providing 24-hour availability
to over 2,500 independent plumbers merchants. In addition, we are
commencing distribution of the Viessmann Climate Solutions'
portfolio of gas boilers, Heat Pumps and commercial heating
solutions. In continuation of our strategy of product group
diversification, P&H are starting to distribute Termotechnik
radiators, who make up approximately 30% of the UK radiator
market.
Renewables
The Group supports the initiatives
aimed at the decarbonisation of housing stock and is well placed to
serve this market through its branch network in both divisions. In
H1 2024, air source heat pump (ASHP) revenue increased by 492% and
related renewable products, including controls, under floor heating
and air conditioning grew strongly. The Group recently agreed an
exclusive distribution agreement with South Korean manufacturer,
Clivet, to distribute its ASHPs. We continue to look for organic
and acquisitive opportunities within the product category where our
product knowledge and related system design can
differentiate.
Operational efficiencies
I am proud of my 900 colleagues, who
have strived to maintain our excellence in customer service
throughout this challenging period and worked hard to delivery
operational efficiencies that will optimise our financial
performance once the underlying market conditions improve. Our
teams achieved improvements in working capital whilst maintaining
high levels of service and reduced administration costs by c. 2% on
a LFL basis, which will benefit operational gearing in advance of a
market recovery.
Strategic development
In addition to the organic
opportunities to develop our existing brands into new geographies,
expand their product range and enhance their digital and direct
routes to market, there is a significant consolidation opportunity
to combine independent merchants and distributors within the
fragmented UK building supplies sector where Lords Group Trading
has less than 1% market share. Our
selective approach to acquisitions and focus on delivering value to
shareholders combined with tight control of costs and working
capital gives the Board confidence that the Group will benefit from
an improvement in market conditions.
Environmental, social and governance (ESG)
The Group's environmental footprint
continues to be a priority for our management teams. We have
increased accountability in the divisions and across local and
regional brands, agreeing reduction plans and incentivised targets.
Emissions data for 2022 and 2023 has
now been collated in line with the Task Force on Climate-related
Financial Disclosures ('TCFD') and progress in 2024 includes solar panel
installations, hydrotreated vegetable oil fuel trials and electric
forklifts as replacements are required. Our updated environmental policy was published on
our website early in 2024.
As previously reported, Chris Day
stepped down from the Board on 17 May 2024 to take up a new
opportunity and we thank him for his service. On 4 June 2024, Stuart Kilpatrick joined the
Board as Chief Financial Officer.
Outlook
The Board welcomes the new
government's support for the sector and the recent interest rate
reduction which is widely expected to lead to improved conditions
for the UK construction market. The Group's focus on operational
efficiency and working capital management will ensure that we are
well positioned for any market recovery. In the medium term, the
Group is well placed in a highly fragmented and essential repair,
maintenance and improvement ('RMI') market, to grow the Group's
market share organically and through selective, valued-added
acquisitions which will become more attractive as the market
returns. We are encouraged by the growth in Renewable product sales
and believe this could be an additional near-term growth
lever.
Whilst the outlook for the
Construction sector is beginning to improve, the Board is not expecting any change to trading conditions in
the second half of 2024 and, recognising the important Autumn
season ahead, particularly in Plumbing and Heating, expect that
Adjusted EBITDA, will be in line with management
expectations.
Shanker Patel
Chief Executive Officer
10 September 2024
Financial Review
Our financial objectives during
these challenging market conditions have been to maintain our focus
on customer service, maintain or improve gross margins, maximise
our efficiency in delivering our services and to manage working
capital and cash.
Revenue
H1 2024 revenue was 3.8% lower at
£214.2 million (H1 2023: £222.6 million), as businesses acquired in
FY 2023 contributed 2.3% to revenue in H1 2024.
In Plumbing and Heating ('P&H'),
H1 2024 revenue was 3.2% lower than H1 2023 due to the impact as
described above by the uncertainty surrounding the CHMM, with a
stronger second quarter mitigating performance. Merchanting,
which also had a stronger second quarter, was 4.4% behind H1 2023
but after adjusting for businesses acquired in FY 2023, LFL revenue
was 9.3% lower.
Operating performance
Gross margins overall held up well
at 20.2% (H1 2023: 20.4%) with improvement
in Merchanting offset by a reduction in P&H as the CHMM led to
changes in product mix within boilers and in ancillary
products.
Adjusted earnings before interest,
tax, depreciation and amortisation (EBITDA) was 16.6% lower at
£12.6 million (H1 2023: £15.1 million) due to the effect of high
levels of operational gearing within the business. Costs to serve
the business continue to be tightly managed and after excluding the
impact of businesses acquired during 2023, administrative expenses
on a LFL basis were c. 2% lower. Full time equivalent
employees totalled 890 at 30 June 2024, 7% lower than at 30
September 2023.
|
Merchanting
|
Plumbing and Heating
|
Group
|
|
H1 2024
|
H1 2023
|
H1 2024
|
H1 2023
|
H1 2024
|
H1 2023
|
Revenue (£m)
|
104.6
|
109.4
|
109.6
|
113.2
|
214.2
|
222.6
|
Adjusted EBITDA (£m)
|
7.6
|
8.4
|
5.0
|
6.6
|
12.6
|
15.1
|
Adjusted EBITDA margin
(%)
|
7.3%
|
7.7%
|
4.5%
|
5.8%
|
5.9%
|
6.8%
|
Whilst revenue in P&H was
resilient, the market disruption referred to above, impacted gross
margin and although overheads were tightly managed, Adjusted EBITDA
margin declined from 5.8% to 4.5% in the period. During 2024,
following the redesignation of the local area by the local
authorities, an agreement was negotiated with the landlord at the
Park Royal branch in the Merchanting division, to remove future
uncertainty of tenure at that site. The negotiation resulted
in a lease surrender premium of £1.7 million included within other
income in the period, which arises from a commercial negotiation to
balance the benefit of securing the site in the short term whilst
compensating for anticipated disruption and potential loss of trade
as the business looks for a potential alternative location in the
next three and a half years.
Amortisation increased by 15.6% to
£6.1 million (H1 2023: £5.3 million) due to the five sites acquired
with Alloway Timber adding to amortisation on right of use assets.
Depreciation was similar to the prior
period at £1.2 million (H1 2023: £1.3 million). Adjusted operating profit was £7.1 million (H1
2023: £10.2 million) and statutory
operating profit was £4.5 million (H1 2023: £8.1
million).
Exceptional costs in the period were
£0.5 million (H1 2023: £0.2 million) comprising £0.3 million of
redundancy, system and wider integration costs of businesses
previously acquired and £0.2 million relating to deferred
consideration. In the first half of 2023, exceptional items
of £0.2 million related to the cost of business combinations (£0.3
million), partly offset by a profit on disposal of business of £0.1
million.
Net
finance costs
Net finance costs were £3.4 million
(H1 2023: £2.5 million), with £0.3 million of the increase due to
the higher interest rates in 2024, which were on average 100bps
higher than in 2023. Additionally, the average level of
borrowings was higher in the first half of 2024. The interest
expense associated with the Group's leases was also £0.2 million
higher at £1.3 million (H1 2023: £1.1 million) due to the
additional Alloway Timber branches.
Profit before tax and earnings per share
Adjusted profit before tax, which
excludes exceptional items, share-based payments, acquisition
related charges, including amortisation of intangible assets and
impairment, was £3.7 million (H1 2023: £7.7 million). Statutory profit before tax for the period was
£1.1 million (H1 2023: £5.6 million).
Adjusted diluted earnings per share
was 1.57 pence (H1 2023: 3.30 pence). Basic diluted earnings per share was 0.39 pence
(H1 2023: 2.28 pence).
Dividend
The Board has carefully considered
the interests of all of its stakeholders and based on first half
financial performance, has scaled the interim dividend in line with
the change in adjusted earnings per share. Whilst the Board
considers this a prudent approach, its dividend policy through the
cycle will continue to be progressive as the market recovers. The
interim dividend of 0.32 pence per ordinary share (H1 2023: 0.67p)
will be paid on 11 October 2024 to shareholders on the register at
the close of business on 20 September 2024. The Company's ordinary
shares will therefore be marked ex-dividend on 19 September
2024.
Cash flow
The Group typically experiences a
seasonal outflow in working capital in the first half of the year
which reverses in the second half. Whilst the Group made good
progress in reducing stock and debtor days, in the first half of
2024, a drop in payables, which were higher in December 2023 due to
the market reaction to the CHMM in Plumbing and Heating, resulted
in a net outflow of £6.7 million (H1 2023: outflow of £16.2
million). Boiler supply issues in the first half of 2023
exacerbated the seasonal outflow in the first half of 2023.
Cash generated by operations was £5.4 million (H1 2023: outflow of
£1.4 million). Investing activities included deferred consideration
of £0.5 million (H1 2023: £3.5 million) related to two acquisitions
and financing activities included £1.1 million (H1 2023: £1.1
million) to buy out non-controlling interests.
Capital expenditure of £2.6 million
(H1 2023: £4.4 million) in the period included £0.9 million (H1
2023: £2.2 million) in scheduled payments for the George Lines
branch near Heathrow. Other significant capex included £0.5
million to refurbish the Alloway branches acquired in 2023, and the
rollout of a new ERP system within the Plumbing and Heating
division.
After financing and investing
activities, net debt (defined as borrowings less cash and cash
equivalents, and before recognising lease liabilities) increased by
£7.8 million (H1 2023; £18.6 million) since the end of the year to
£36.3 million (H1 2023: £38.0 million).
Debt financing and liquidity
The Group has banking facilities
with a syndicate of HSBC, NatWest and BNP Paribas. The
facilities comprise a £70.0 million revolving credit facility
('RCF') and a £25.0 million receivables financing facility. Entered
into in April 2023, the RCF includes a £20.0 million accordion
option and both facilities run for an initial three years, with two
one-year extension options. The accordion and extension
options are subject to lender approval.
In May 2024, the Group exercised its
extension option under the banking facilities agreement such that
the RCF has now been extended from its initial three-year term by
12 months to expire on 5 April 2027.
The Group had substantial headroom
of £47.5 million (H1 2023: £49.6 million) within its debt
facilities at the period end, and a further £11.9 million of
accessible cash (H1 2023: £7.4 million).
Working capital
Inventories decreased by £7.9
million compared to 30 June 2023 and by £2.0 million since year
end. The reduction reflects the
continued focus on inventory optimisation, but also industry wide
boiler supply issues described earlier at 30 June 2023. The 30 June
2024 balance equated to 46 days of stock (30 June 2023: 53
days).
Current trade and other payables at
£79.6 million were £3.4 million higher than 30 June 2023 (£76.2
million), representing trade creditor days of 49 (30 June 2023: 45
days). Current trade and other receivables of £69.2 million
remained broadly in line with the prior year balance of £69.0
million, resulting in trade debtor days of 38 relative to 37 at 30
June 2023.
Non-current assets
Intangible assets of £44.8 million
were £1.4 million lower than at 31 December 2023 (£46.2 million).
Software additions of £0.5 million in relation to an ERP upgrade in
the Plumbing and Heating division, were offset by the amortisation
charge of £1.8 million (H1 2023: £1.7 million).
Leases that are recorded on the
balance sheet as right of use assets, with a corresponding lease
liability, relate to properties, cars and distribution
vehicles. The right-of-use asset in the balance sheet at 30
June 2024 was £42.5 million (31 December 2023: £47.4
million). The reduction comprises amortisation for the period
of £4.3 million, and a £2.2 million reduction as a result of the
lease surrender agreement at the Park Royal site within the
Merchanting division.
Non-current liabilities
Trade and other payables relate to
deferred consideration liabilities. The liability has reduced
since the year end by £1.7 million reflecting the scheduled
payments on the acquisition of the non-controlling interest of
Hevey Building Supplies and in relation to the acquisition of AW
Lumb (£0.5 million).
Stuart Kilpatrick
Chief Financial Officer
10 September 2024
Consolidated statement of
comprehensive income
For
the six months ended 30 June 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Note
|
£'000
|
£'000
|
£'000
|
Revenue
|
|
214,150
|
222,552
|
462,601
|
Cost of sales
|
|
(170,929)
|
(177,153)
|
(370,238)
|
Gross profit
|
|
43,221
|
45,399
|
92,363
|
Other operating income
|
|
2,069
|
349
|
766
|
Distribution expenses
|
|
(2,231)
|
(2,174)
|
(5,057)
|
Administrative expenses
|
|
(30,494)
|
(28,517)
|
(61,252)
|
Adjusted EBITDA
|
17
|
12,565
|
15,057
|
26,820
|
Depreciation
|
|
(1,195)
|
(1,294)
|
(2,610)
|
Amortisation of
right-of-use-assets
|
|
(4,283)
|
(3,538)
|
(7,699)
|
Adjusted Operating Profit
|
17
|
7,087
|
10,225
|
16,511
|
Share based payments
|
|
(301)
|
(211)
|
(513)
|
Exceptional items
|
7
|
(484)
|
(165)
|
(2,849)
|
Amortisation of acquired
intangibles
|
|
(1,814)
|
(1,736)
|
(3,515)
|
Impairment charge
|
|
-
|
-
|
(501)
|
Operating profit
|
|
4,488
|
8,113
|
9,133
|
Finance income
|
|
142
|
99
|
196
|
Finance expense
|
8
|
(3,523)
|
(2,623)
|
(6,356)
|
Profit before taxation
|
|
1,107
|
5,589
|
2,973
|
Taxation
|
9
|
(355)
|
(1,699)
|
(1,273)
|
Profit for the period
|
|
752
|
3,890
|
1,700
|
Other comprehensive income
|
|
-
|
-
|
--
|
Total comprehensive income
|
|
752
|
3,890
|
1,700
|
Total comprehensive income for the period attributable
to:
|
|
|
|
|
Owners of the parent
company
|
|
651
|
3,839
|
1,382
|
Non-controlling interests
|
|
101
|
51
|
318
|
|
|
752
|
3,890
|
1,700
|
Earnings per share
|
|
|
|
|
Basic earnings per share
(pence)
|
10
|
0.39
|
2.35
|
0.84
|
Diluted earnings per share
(pence)
|
10
|
0.39
|
2.28
|
0.82
|
|
|
|
|
|
|
|
| |
The results for the period arise solely from
continuing activities.
The condensed financial statements should be
read in conjunction with the accompanying notes.
Consolidated statement of financial
position
As
at 30 June 2024
|
|
|
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Note
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
|
Intangible assets
|
11
|
44,845
|
44,600
|
46,205
|
Property, plant and
equipment
|
12
|
20,479
|
20,707
|
20,233
|
Right-of-use assets
|
13
|
42,510
|
42,301
|
47,364
|
Other receivables
|
|
192
|
337
|
200
|
Investments
|
|
180
|
30
|
180
|
|
|
108,206
|
107,975
|
114,182
|
Current assets
|
|
|
|
|
Inventories
|
|
47,323
|
55,184
|
49,292
|
Trade and other
receivables
|
|
69,195
|
69,029
|
81,171
|
Cash and cash equivalents
|
|
11,881
|
7,409
|
19,811
|
|
|
128,399
|
131,622
|
150,274
|
Total assets
|
|
236,605
|
239,597
|
264,456
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
(79,649)
|
(76,205)
|
(98,915)
|
Borrowings
|
14
|
(9,851)
|
(6,334)
|
(9,507)
|
Lease liabilities
|
15
|
(7,663)
|
(9,289)
|
(7,815)
|
Current tax liabilities
|
|
(568)
|
(2,032)
|
(7)
|
Total current liabilities
|
|
(97,731)
|
(93,860)
|
(116,244)
|
Non-current liabilities
|
|
|
|
|
Trade and other payables
|
|
(2,638)
|
(6,847)
|
(5,917)
|
Borrowings
|
14
|
(37,686)
|
(39,080)
|
(38,239)
|
Lease liabilities
|
15
|
(40,010)
|
(37,273)
|
(43,953)
|
Other provisions
|
|
(1,427)
|
(1,353)
|
(1,565)
|
Deferred tax
|
|
(7,019)
|
(7,085)
|
(7,373)
|
Total non-current liabilities
|
|
(88,780)
|
(91,638)
|
(97,047)
|
Total liabilities
|
|
(186,511)
|
(185,498)
|
(213,291)
|
Net
assets
|
|
50,094
|
54,099
|
51,165
|
Equity
|
|
|
|
|
Share capital
|
|
829
|
828
|
828
|
Share premium
|
|
28,412
|
28,293
|
28,293
|
Merger reserve
|
|
(9,980)
|
(9,980)
|
(9,980)
|
Share-based payment
reserve
|
|
1,127
|
707
|
1,009
|
Retained earnings
|
|
27,976
|
32,889
|
29,386
|
Equity attributable to owners of the parent
company
|
|
48,364
|
52,737
|
49,536
|
Non-controlling interests
|
|
1,730
|
1,362
|
1,629
|
Total equity
|
|
50,094
|
54,099
|
51,165
|
|
|
|
|
|
|
| |
Consolidated statement of cash
flows
For
the six months ended 30 June 2024
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£'000
|
£'000
|
£'000
|
Cash
flows from operating activities
|
|
|
|
Profit before taxation
|
1,107
|
5,589
|
2,973
|
Adjusted for:
|
|
|
|
Depreciation of property,
plant and equipment
|
1,195
|
1,294
|
2,610
|
Amortisation of
intangibles
|
1,814
|
1,736
|
3,515
|
Amortisation of right-of-use
assets
|
4,283
|
3,538
|
7,699
|
Impairments of property plant
and equipment
|
-
|
-
|
77
|
Impairments of right-of-use
assets
|
-
|
-
|
424
|
Profit on disposal of
property, plant and equipment
|
-
|
(27)
|
(368)
|
Profit on sale of
business
|
-
|
(103)
|
(119)
|
Write off of
investment
|
-
|
55
|
56
|
Share-based payment
expense
|
301
|
211
|
513
|
Finance income
|
(142)
|
(99)
|
(196)
|
Finance expense
|
3,523
|
2,623
|
6,356
|
Operating cash flows before movements in working
capital
|
12,081
|
14,817
|
23,540
|
Decrease / (increase) in
inventories
|
1,969
|
(1,601)
|
5,199
|
Decrease / (increase) in trade and
other receivables
|
11,984
|
2,108
|
(8,067)
|
(Decrease) / increase in trade and
other payables
|
(20,611)
|
(16,749)
|
2,112
|
Cash
generated by operations
|
5,423
|
(1,425)
|
22,784
|
Corporation tax received /
(paid)
|
127
|
(1,435)
|
(3,124)
|
Net
cash inflow/ (outflow) from operating activities
|
5,550
|
(2,860)
|
19,660
|
Cash
flows from investing activities
|
|
|
|
Purchase of intangible
assets
|
(454)
|
(128)
|
(734)
|
Business acquisitions (net of cash
acquired)
|
-
|
(696)
|
(5,150)
|
Deferred consideration
paid
|
(550)
|
(3,467)
|
(3,116)
|
Purchase of property, plant and
equipment
|
(2,184)
|
(4,301)
|
(4,905)
|
Purchase of investments
|
-
|
-
|
(150)
|
Proceeds on disposal of property,
plant and equipment
|
58
|
264
|
4,160
|
Cash received on sale of
business
|
-
|
340
|
340
|
Interest received
|
142
|
99
|
196
|
Net
cash outflow from investing activities
|
(2,988)
|
(7,889)
|
(9,359)
|
Cash
flows from financing activities
|
|
|
|
Principal paid on lease
liabilities
|
(3,753)
|
(2,702)
|
(6,912)
|
Interest paid on lease
liabilities
|
(1,325)
|
(1,073)
|
(2,340)
|
Issue of share capital
|
-
|
15
|
15
|
Dividends
|
(2,202)
|
(2,202)
|
(3,311)
|
Purchase of non-controlling interest
of Hevey
|
(1,063)
|
(1,063)
|
(2,126)
|
Capital repayment to non-controlling
interests
|
-
|
(17)
|
(17)
|
Proceeds from borrowings
|
20,891
|
9,980
|
109,116
|
Repayment of borrowings
|
(21,100)
|
-
|
(97,853)
|
Bank interest paid
|
(1,548)
|
(1,395)
|
(2,917)
|
Interest paid on invoice discounting
facilities
|
(392)
|
(45)
|
(805)
|
Net
cash (outflow) / inflow from financing activities
|
(10,492)
|
1,498
|
(7,150)
|
Net
(decrease) / increase in cash and cash
equivalents
|
(7,930)
|
(9,251)
|
3,151
|
Cash
and cash equivalents at the beginning of the
period
|
19,811
|
16,660
|
16,660
|
Cash
and cash equivalents at the end of the period
|
11,881
|
7,409
|
19,811
|
Notes to the financial
statements
For
the six months ended 30 June 2024
1.
General information
Lords Group Trading PLC is a public
limited company incorporated in England and Wales. The registered
office is 2nd Floor 12-15 Hanger Green, London W5 3EL. Lords is a
specialist distributor of building, plumbing, heating and DIY
goods. The Group principally sells to local tradesmen, small to
medium sized plumbing and heating merchants, construction companies
and retails directly to the general public.
2
Basis of preparation
These interim financial statements
have been prepared in accordance with IAS 34 "Interim Financial
Reporting" as contained in UK-adopted International Accounting
Standards. These interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the
Companies Act 2006. Accordingly, this report should be read in
conjunction with the annual report for the year ended 31 December
2023 (the "Annual Financial Statements") which was prepared in
accordance with UK-adopted International Accounting
Standards.
The Annual Financial Statements
constitute statutory accounts as defined in section 434 of the
Companies Act 2006 and a copy of these statutory accounts has been
delivered to the Registrar of Companies. The auditor's report on
the Annual Financial Statements was not qualified, did not include
a reference to any matters to which the auditors drew attention by
way of emphasis without qualifying the report and did not contain
statements under section 498(2) or (3) of the Companies Act 2006.
The accounting policies adopted in the preparation of the interim
financial statements are consistent with those used to prepare the
Group's consolidated financial statements for the year ended 31
December 2023 and the corresponding interim reporting
period.
These interim financial statements
have been prepared on a going concern basis, under the historical
cost convention.
These interim financial statements
are presented in Pound sterling (£), which is also the functional
currency of the Company. These interim financial statements have
been approved by the Board of Directors.
3.Accounting policies
Going
concern
The Group is well funded with strong
support from stakeholders. The Group operates strong cash flow
management and forecasting enabling cash receipts and payments to
be balanced in accordance with trading levels. The Board of
Directors has completed a rigorous review of the Group's going
concern assessment and its cash flow liquidity which
included:
·
The Group's cash flow forecasts and revenue
projections for all subsidiaries;
·
Reasonably possible changes in trading
performance, including a number of downside scenarios;
·
Reviewing the committed facilities available to
the Group and the covenants thereon; and,
·
Reviewing the Group's policy towards liquidity and
cash flow management.
The Group has banking facilities of
£95.0 million available to it until 5 April 2027 and on 30 June
2024 had headroom against the facilities of £47.5 million and cash
of £11.9 million.
After reviewing the Group's
forecasts and risk assessments and making other enquiries, the
Board has formed the judgement at the time of approving the interim
financial statements that there is a reasonable expectation that
the Group and subsidiaries have adequate resources to continue in
operational existence until at least 5 April 2027.
Taxation
Taxes on income in the interim
periods are accrued using the tax rate that would be applicable to
expected total annual profit or loss.
4.
Critical accounting judgements and estimates
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
The preparation of financial
information in compliance with UK-adopted International Accounting
Standards requires the use of certain critical accounting
estimates. It also requires Group management to exercise judgement
and use assumptions in applying the Group's accounting policies.
The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the
related actual results but are based on historical experience and
expectations of future events. Management believe that the
estimates utilised in preparing the financial information are
reasonable.
Key accounting estimates and
judgements
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including expectations of future events that are
believed to be reasonable under the circumstances.
In preparing the condensed interim
financial statements, the Board considers both quantitative and
qualitative factors in forming its judgements, and related
disclosures, and are mindful of the need to best serve the
interests of its stakeholders and to avoid unnecessary clutter
borne of the disclosure of immaterial items. In making this
assessment the Board considers the nature of each item, as well as
its size, in assessing whether any disclosure omissions or
misstatements could influence the decisions of users of the
condensed interim financial statements.
4.1 Key accounting
judgements
Recognition of legal and
regulatory provisions
A key area of judgement applied in
the preparation of these financial statements is determining
whether a present obligation exists and where one does, in
estimating the probability, timing and amount of any outflows. In
determining whether a provision needs to be made and whether it can
be reliably estimated, the Group consults relevant professional
experts and reassess the Group's judgements on an ongoing basis as
facts change. In the early stages of legal and regulatory matters,
it is often not possible to reliably estimate the outcome and in
these cases the Group does not provide for their outcome but
instead include further disclosures outlining the matters within
its contingent liabilities note. See note 18 for contingent
liabilities.
Assessment of who has the
risk and reward of ownership of non-controlling interests with put
and call options
A key area of judgement applied in
the preparation of these financial statements is determining
whether the risk and rewards of ownership reside with the
non-controlling interests or the Group when an acquisition has put
and call options.
Where the pricing is at a variable
price, the Group assesses the risks and rewards reside with the
non-controlling interests. This is because the exposure to any
increase or decrease in the value of the business resides with the
non-controlling interest, as they will either retain the investment
indefinitely (if neither party exercises) or they can recover the
fair value of the business through the exercise price.
Where the exercise price is a fixed
amount (or an amount that varies only for the passage of time),
then the risks and rewards reside with the Group. This is because
once the put and call become exercisable, one party will be
incentivised to exit because they benefit from doing so.
4.2 Key accounting estimates
and assumptions
The Group makes estimates and
assumptions concerning the future. The resulting accounting
estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk
of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are addressed
below.
Useful economic lives of
intangible and tangible assets
Annual amortisation and depreciation
charge for intangible and tangible assets is sensitive to changes
in the estimated useful economic lives and residual values of the
assets. The useful economic lives and residual values are
re-assessed annually. They are amended when necessary to reflect
current estimates, based on cash generating unit performance,
technological advances, future investments, economic utilisation
and the physical condition of the assets.
Fair value of goodwill and
intangible assets
The fair value of customer
relationship assets and trade names separately acquired through
business combinations involved the use of valuation techniques and
the estimation of future cash flows to be generated over several
years. The estimation of the future cash flows requires a
combination of assumptions including assumptions for customer
attrition rate, sales growth, EBIT and discount rates. The relief
from royalty rate is the value that would be obtained by licencing
trade names out to a third party, as a percentage of
sales.
Inventories
The Group carries significant levels
of inventory and key judgments are made by management in estimating
the level of provisioning required for slow moving inventory.
Provision estimates are forward looking and are formed using a
combination of factors including historical experience,
management's knowledge of the industry, group discounting and sales
pricing. Management use a number of internally generated reports to
monitor and continually re-assess the adequacy and accuracy of the
inventory provision.
5.
Segmental analysis
The Group operates through the
following two divisions:
·
Merchanting: supplies building materials and DIY
goods through its network of merchant businesses and online
platform capabilities. It operates both in the 'light side'
(building materials and timber) and 'heavy side' (civils and
landscaping), through 31 locations in the UK.
·
Plumbing and Heating: a specialist distributor in
the UK of heating and plumbing products to a UK network of
independent merchants, installers and the general public. The
division offers its customers an attractive proposition through a
multi-channel offering. The division operates over fifteen
locations enabling nationwide next day delivery service.
Operating segments are reported in a
manner consistent with the internal reporting provided to the Chief
Operating Decision Maker (CODM). The CODM, who is responsible for
allocating resources and assessing performance of the Operating
segments, has been identified as the Board of directors of the
Group. The Group will provide information to the CODM on the basis
of products and services; being the sale and distribution of
plumbing and heating goods, and the sale and distribution of all
other merchanting services.
All of the Group's revenue was
generated from the sale of goods in the UK for both periods. No one
customer makes up 10% or more of revenue in any period.
|
Plumbing
and
|
|
|
|
Heating
|
Merchanting
|
Total
|
Six
months to 30 June 2024
|
£'000
|
£'000
|
£'000
|
Revenue
|
109,596
|
104,554
|
214,150
|
Gross profit
|
14,492
|
28,729
|
43,221
|
Adjusted EBITDA
|
4,981
|
7,584
|
12,565
|
Depreciation
|
(272)
|
(923)
|
(1,195)
|
Amortisation of
right-of-use-assets
|
(1,328)
|
(2,955)
|
(4,283)
|
Adjusted Operating Profit
|
3,381
|
3,706
|
7,087
|
Share-based payments
|
(110)
|
(191)
|
(301)
|
Exceptional items
|
(64)
|
(420)
|
(484)
|
Amortisation of acquired
intangibles
|
(634)
|
(1,180)
|
(1,814)
|
Operating profit
|
2,573
|
1,915
|
4,488
|
Finance income
|
|
|
142
|
Finance costs
|
|
|
(3,523)
|
Profit before taxation
|
|
|
1,107
|
Taxation
|
|
|
(355)
|
Profit for the period
|
|
|
752
|
|
|
|
|
Additions to non-current assets
|
1,452
|
2,102
|
3,554
|
|
Plumbing
and
|
|
|
|
Heating
|
Merchanting
|
Total
|
Six
months to June 2023
|
£'000
|
£'000
|
£'000
|
Revenue
|
113,167
|
109,385
|
222,552
|
Gross profit
|
16,367
|
29,032
|
45,399
|
Adjusted EBITDA
|
6,609
|
8,448
|
15,057
|
Depreciation
|
(216)
|
(1,078)
|
(1,294)
|
Amortisation of
right-of-use-assets
|
(1,324)
|
(2,214)
|
(3,538)
|
Adjusted Operating Profit
|
5,069
|
5,156
|
10,225
|
Share based payments
|
(73)
|
(138)
|
(211)
|
Exceptional items
|
(89)
|
(76)
|
(165)
|
Amortisation of acquired
intangibles
|
(589)
|
(1,147)
|
(1,736)
|
Operating profit
|
4,318
|
3,795
|
8,113
|
Finance income
|
|
|
99
|
Finance costs
|
|
|
(2,623)
|
Profit before taxation
|
|
|
5,589
|
Taxation
|
|
|
(1,699)
|
Profit for the period
|
|
|
3,890
|
|
|
|
|
Additions to non-current assets
|
3,462
|
12,126
|
15,588
|
|
Plumbing
and
|
|
|
|
Heating
|
Merchanting
|
Total
|
Year
to 31 December 2023
|
£'000
|
£'000
|
£'000
|
Revenue
|
247,667
|
214,934
|
462,601
|
Gross profit
|
33,234
|
59,129
|
92,363
|
Adjusted EBITDA
|
12,860
|
13,960
|
26,820
|
Depreciation
|
(485)
|
(2,125)
|
(2,610)
|
Amortisation of
right-of-use-assets
|
(2,632)
|
(5,067)
|
(7,699)
|
Adjusted Operating Profit
|
9,743
|
6,768
|
16,511
|
Share based payments
|
(156)
|
(357)
|
(513)
|
Exceptional items
Amortisation of acquired
intangibles
|
(838)
|
(2,011)
|
(2,849)
|
Exceptional items
|
(1,183)
|
(2,332)
|
(3,515)
|
Impairment charge
|
-
|
(501)
|
(501)
|
Operating profit
|
7,566
|
1,567
|
9,133
|
Finance income
|
|
|
196
|
Finance costs
|
|
|
(6,356)
|
Profit before taxation
|
|
|
2,973
|
Taxation
|
|
|
(1,273)
|
Profit for the period
|
|
|
1,700
|
|
|
|
|
Additions to non-current assets
|
5,281
|
28,670
|
33,951
|
6.
Share based payments
Share based payments relate to the
fair value, at the date of the grant, of share-based payments to
the directors and employees which are expensed in the profit and
loss on a straight-line basis over the vesting period, with the
corresponding credit going to the share-based payment
reserve.
7.
Exceptional items
Exceptional items are presented
separately as one-off costs that are unlikely to reoccur or costs
outside normal business trading.
|
|
|
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
£'000
|
£'000
|
£'000
|
Group simplification and
restructuring costs
|
|
305
|
-
|
594
|
Stock provisioning/ theft
|
|
-
|
-
|
1,382
|
Profit on disposal of Lords at Home
Ltd
|
|
-
|
(103)
|
(119)
|
Costs of business
combinations
|
|
27
|
179
|
936
|
Retention employment costs on
acquisitions
|
|
152
|
89
|
219
|
National insurance
recovery
|
|
-
|
-
|
(13)
|
Reduction in contingent
consideration
|
|
-
|
-
|
(150)
|
|
|
484
|
165
|
2,849
|
|
|
|
|
|
|
|
| |
The Group continued its
reorganisation activities following the hive up of its subsidiaries
in 2023. These activities include redundancy and other costs of
integrating the businesses. The activities in 2024 included the
hive up of AW Lumb Northern and AW Lumb Midlands into parent entity
AW Lumb & Co. The cost of such exercises amounted to
£305,000.
The costs associated with the
business combinations including costs associated with other
potential acquisitions which will not occur or had not occurred
before the balance sheet date amount to £27,000. Where the Group
includes retention payments on its acquisitions for key staff, the
cost of these retentions is expensed over the period that it
relates to. The costs in the period were £152,000.
8.
Finance expense
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
£'000
|
£'000
|
£'000
|
|
Bank loans and overdrafts
|
1,719
|
1,395
|
2,917
|
|
Invoice discounting
facilities
|
392
|
45
|
805
|
|
Unwinding of deferred consideration
and call and put options
|
54
|
84
|
236
|
|
Interest on dilapidation
provision
|
33
|
26
|
58
|
|
Lease liabilities
|
1,325
|
1,073
|
2,340
|
|
|
3,523
|
2,623
|
6,356
|
|
|
|
|
|
|
|
| |
9.
Taxation
Tax expense is recognised based on
management's estimate of the weighted average effective annual
income tax rate expected for the full financial year. The estimated
average annual rate for the year ended 31 December 2024 is 32.0%
(2023: 30.4%).
10.
Earnings per share
|
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Basic earnings per share
|
|
|
|
Earnings from continuing activities
(pence)
|
0.39
|
2.35
|
0.84
|
Diluted earnings per share
|
|
|
|
Earnings from continuing activities
(pence)
|
0.39
|
2.28
|
0.82
|
|
|
|
|
Weighted average shares for basic
earnings per share
|
165,641,697
|
163,446,193
|
164,340,814
|
Number of dilutive share
options
|
472,046
|
4,636,633
|
3,750,887
|
Weighted average number of shares for
diluted earnings per share
|
166,113,742
|
168,082,826
|
168,091,701
|
Earnings attributable to the equity
holders of the parent (£'000)
|
651
|
3,839
|
1,382
|
|
|
|
|
|
| |
The Group has also presented
adjusted earnings per share. Adjusted earnings per share have been
calculated using earnings attributable to shareholders of the
parent company, Lords Group Trading PLC, adjusted for the after-tax
effect of exceptional items (see note 7), share based payments,
amortisation of intangible assets and impairments as the
numerator.
|
|
|
|
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£'000
|
£'000
|
£'000
|
Earnings attributable to the equity
holders of the parent
|
651
|
3,839
|
1,382
|
Add back / (deduct):
|
|
|
|
Exceptional items
|
484
|
165
|
2,849
|
Share-based payments
|
301
|
211
|
513
|
Amortisation of intangible
assets
|
1,814
|
1,736
|
3,515
|
Impairments
|
-
|
-
|
501
|
Less tax impact of
adjustments
|
(650)
|
(402)
|
(1,617)
|
Adjusted earnings
|
2,600
|
5,549
|
7,143
|
Adjusted basic earnings per
share
|
|
|
|
Earnings from continuing activities
(pence)
|
1.57
|
3.39
|
4.35
|
Adjusted diluted earnings per
share
|
|
|
|
Earnings from continuing activities
(pence)
|
1.57
|
3.30
|
4.25
|
11.
Intangible assets
|
|
|
|
|
|
|
Software
|
Customer
relationships
|
Trade names
|
Goodwill
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Six
months ended 30 June 2024 (unaudited)
|
|
|
|
|
|
Opening net book value
|
1,604
|
23,550
|
2,617
|
18,434
|
46,205
|
Additions
|
454
|
-
|
-
|
-
|
454
|
Amortisation charge
|
(160)
|
(1,481)
|
(173)
|
-
|
(1,814)
|
Closing net book value
|
1,898
|
22,069
|
2,444
|
18,434
|
44,845
|
At
30 June 2024
|
|
|
|
|
|
Cost
|
2,897
|
34,722
|
3,741
|
18,434
|
59,794
|
Accumulated amortisation and
impairment
|
(999)
|
(12,653)
|
(1,297)
|
-
|
(14,949)
|
Net book value
|
1,898
|
22,069
|
2,444
|
18,434
|
44,845
|
|
|
|
|
|
|
Six
months ended 30 June 2023 (unaudited)
|
|
|
|
|
|
Opening net book value
|
1,112
|
25,316
|
2,607
|
16,296
|
45,331
|
Additions
|
128
|
-
|
-
|
-
|
128
|
Acquired through business
combinations
|
-
|
-
|
350
|
527
|
877
|
Amortisation charge
|
(102)
|
(1,466)
|
(168)
|
-
|
(1,736)
|
Closing net book value
|
1,138
|
23,850
|
2,789
|
16,823
|
44,600
|
At
30 June 2023
|
|
|
|
|
|
Cost
|
1,837
|
33,555
|
3,741
|
16,823
|
55,956
|
Accumulated amortisation and
impairment
|
(699)
|
(9,705)
|
(952)
|
-
|
(11,356)
|
Net
book value
|
1,138
|
23,850
|
2,789
|
16,823
|
44,600
|
|
|
|
|
|
|
Year
ended 31 December 2023 (audited)
|
|
|
|
|
|
Opening net book value
|
1,112
|
25,316
|
2,607
|
16,296
|
45,331
|
Additions
|
734
|
-
|
-
|
-
|
734
|
Acquired through business
combinations
|
-
|
1,167
|
350
|
2,138
|
3,655
|
Amortisation charge
|
(242)
|
(2,933)
|
(340)
|
-
|
(3,515)
|
Closing net book value
|
1,604
|
23,550
|
2,617
|
18,434
|
46,205
|
At
31 December 2023
|
|
|
|
|
|
Cost
|
2,443
|
34,722
|
3,741
|
18,434
|
59,340
|
Accumulated amortisation and
impairment
|
(839)
|
(11,172)
|
(1,124)
|
-
|
(13,135)
|
Net
book value
|
1,604
|
23,550
|
2,617
|
18,434
|
46,205
|
12.
Property, plant and equipment
|
Land and
buildings
|
Land and building leasehold
improvements
|
Plant and
Machinery
|
Motor
vehicles
|
Fixtures, fittings and
equipment
|
Office
equipment
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Six
months ended 30 June 2024 (unaudited)
|
|
|
|
|
|
|
|
Opening net book value
|
12,975
|
3,064
|
1,212
|
646
|
1,583
|
753
|
20,233
|
Additions
|
-
|
724
|
515
|
45
|
173
|
42
|
1,499
|
Disposals
|
-
|
-
|
-
|
(55)
|
-
|
(3)
|
(58)
|
Depreciation charge
|
(125)
|
(421)
|
(207)
|
(38)
|
(245)
|
(159)
|
(1,195)
|
Closing net book value
|
12,850
|
3,367
|
1,520
|
598
|
1,511
|
633
|
20,479
|
At 30 June 2024
|
|
|
|
|
|
|
|
Cost
|
13,539
|
8,195
|
3,476
|
904
|
4,510
|
1,742
|
32,366
|
Accumulated depreciation and
impairment
|
(689)
|
(4,828)
|
(1,956)
|
(306)
|
(2,999)
|
(1,109)
|
(11,887)
|
Net
book value
|
12,850
|
3,367
|
1,520
|
598
|
1,511
|
633
|
20,479
|
|
|
|
|
|
|
|
|
Six
months ended 30 June 2023 (unaudited)
|
|
|
|
|
|
|
|
Opening net book value
|
6,962
|
2,542
|
1,451
|
832
|
1,275
|
585
|
13,647
|
Additions
|
6,280
|
657
|
484
|
244
|
383
|
313
|
8,361
|
Disposals
|
(229)
|
-
|
-
|
(8)
|
-
|
-
|
(237)
|
Acquired through business
combinations
|
153
|
-
|
38
|
39
|
-
|
-
|
230
|
Depreciation charge
|
(145)
|
(305)
|
(302)
|
(160)
|
(223)
|
(159)
|
(1,294)
|
Closing net book value
|
13,021
|
2,894
|
1,671
|
947
|
1,435
|
739
|
20,707
|
At 30 June 2023
|
|
|
|
|
|
|
|
Cost
|
13,487
|
6,909
|
3,095
|
1,472
|
3,845
|
1,571
|
30,379
|
Accumulated depreciation and
impairment
|
(466)
|
(4,015)
|
(1,424)
|
(525)
|
(2,410)
|
(832)
|
(9,672)
|
Net
book value
|
13,021
|
2,894
|
1,671
|
947
|
1,435
|
739
|
20,707
|
|
|
|
|
|
|
|
|
Year
ended 31 December 2023 (audited)
|
|
|
|
|
|
|
|
Opening net book value
|
6,962
|
2,542
|
1,451
|
832
|
1,275
|
585
|
13,647
|
Additions
|
6,494
|
1,077
|
211
|
85
|
735
|
373
|
8,975
|
Disposals
|
(3,838)
|
-
|
(12)
|
(34)
|
-
|
-
|
(3,884)
|
Acquired through business
combinations
|
3,600
|
142
|
190
|
38
|
140
|
72
|
4,182
|
Impairment
|
-
|
(7)
|
(14)
|
-
|
(43)
|
(13)
|
(77)
|
Depreciation charge
|
(243)
|
(690)
|
(614)
|
(275)
|
(524)
|
(264)
|
(2,610)
|
Closing net book value
|
12,975
|
3,064
|
1,212
|
646
|
1,583
|
753
|
20,233
|
At 31 December 2023
|
|
|
|
|
|
|
|
Cost
|
13,539
|
7,471
|
2,962
|
1,286
|
4,337
|
1,703
|
31,298
|
Accumulated depreciation and
impairment
|
(564)
|
(4,407)
|
(1,750)
|
(640)
|
(2,754)
|
(950)
|
(11,065)
|
Net
book value
|
12,975
|
3,064
|
1,212
|
646
|
1,583
|
753
|
20,233
|
13.
Right-of-use-assets
|
Leasehold
|
Plant and
|
Motor
|
|
|
property
|
equipment
|
vehicles
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Six
months ended 30 June 2024 (unaudited)
|
|
|
|
|
Opening net book value
|
39,252
|
1,743
|
6,369
|
47,364
|
Additions
|
360
|
-
|
1,241
|
1,601
|
Lease modifications
|
(2,172)
|
-
|
-
|
(2,172)
|
Amortisation charge
|
(2,405)
|
(396)
|
(1,482)
|
(4,283)
|
Closing net book value
|
35,035
|
1,347
|
6,128
|
42,510
|
At
30 June 2024
|
|
|
|
|
Cost
|
53,575
|
3,930
|
10,715
|
68,220
|
Accumulated amortisation and
impairment
|
(18,540)
|
(2,583)
|
(4,587)
|
(25,710)
|
Net
book value
|
35,035
|
1,347
|
6,128
|
42,510
|
Six
months ended 30 June 2023 (unaudited)
|
|
|
|
|
Opening net book value
|
34,015
|
2,381
|
2,572
|
38,968
|
Additions
|
1,630
|
156
|
3,466
|
5,252
|
Acquired through business
combinations
|
970
|
-
|
-
|
970
|
Lease modifications
|
1,307
|
-
|
-
|
1,307
|
Disposals
|
(653)
|
-
|
(5)
|
(658)
|
Amortisation charge
|
(2,311)
|
(363)
|
(864)
|
(3,538)
|
Closing net book value
|
34,958
|
2,174
|
5,169
|
42,301
|
At
30 June 2024
|
|
|
|
|
Cost
|
52,215
|
6,151
|
12,365
|
70,731
|
Accumulated amortisation and
impairment
|
(17,257)
|
(3,977)
|
(7,196)
|
(28,430)
|
Net
book value
|
34,958
|
2,174
|
5,169
|
42,301
|
Year
ended 31 December 2023 (audited)
|
|
|
|
|
Opening net book value
|
34,015
|
2,381
|
2,572
|
38,968
|
Additions
|
5,044
|
330
|
5,031
|
10,405
|
Acquired through business
combinations
|
5,519
|
113
|
378
|
6,010
|
Lease modifications
|
818
|
(262)
|
372
|
928
|
Disposals
|
(819)
|
-
|
(5)
|
(824)
|
Impairment
|
(424)
|
-
|
-
|
(424)
|
Amortisation charge
|
(4,901)
|
(819)
|
(1,979)
|
(7,699)
|
Closing net book value
|
39,252
|
1,743
|
6,369
|
47,364
|
At
31 December 2023
|
|
|
|
|
Cost
|
57,726
|
4,881
|
9,861
|
72,468
|
Accumulated amortisation and
impairment
|
(18,474)
|
(3,138)
|
(3,492)
|
(25,104)
|
Net
book value
|
39,252
|
1,743
|
6,369
|
47,364
|
14.
Borrowings
|
|
30 June
|
30
June
|
31
December
|
|
|
2024
|
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
|
£'000
|
£'000
|
£'000
|
Current
|
|
|
|
|
Other loans
|
|
9,851
|
6,334
|
9,507
|
Total current borrowings
|
|
9,851
|
6,334
|
9,507
|
|
|
|
|
|
Non-current
|
|
|
|
|
Bank loans
|
|
37,686
|
39,080
|
38,239
|
Total non-current
borrowings
|
|
37,686
|
39,080
|
38,239
|
|
|
|
|
|
Total borrowings
|
|
47,537
|
45,414
|
47,746
|
Loans under invoice financing are
included within other loans.
The Group has available banking
facilities totalling £95 million, consisting of:
·
An invoice financing facility of £25 million
attracting an interest rate of UK base rate + 1.4%.
·
A revolving credit facility of £70 million
attracting an interest rate of SONIA + margin with fixed tiers
between 2.00% and 2.80% based on leverage.
In May 2024 the Group exercised its
extension option under the banking facilities agreement. The
facilities were extended from the initial three year term by twelve
months such that the revolving credit facility will now expire on 5
April 2027.
15.
Lease liabilities
|
Leasehold
|
Plant and
|
Motor
|
|
|
property
|
equipment
|
vehicles
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
At 1
January 2024
|
44,166
|
1,544
|
6,058
|
51,768
|
Additions
|
360
|
-
|
1,329
|
1,689
|
Lease modifications
|
(2,031)
|
-
|
-
|
(2,031)
|
Interest expenses
|
1,084
|
35
|
206
|
1,325
|
Lease payments (including
interest)
|
(3,238)
|
(434)
|
(1,406)
|
(5,078)
|
At
30 June 2024 (unaudited)
|
40,341
|
1,145
|
6,187
|
47,673
|
At 1
January 2023
|
37,699
|
1,945
|
2,876
|
42,520
|
Additions
|
1,562
|
156
|
3,466
|
5,184
|
Acquired through business
combinations
|
970
|
-
|
-
|
970
|
Disposals
|
(736)
|
-
|
(5)
|
(741)
|
Lease modifications
|
1,331
|
-
|
-
|
1,331
|
Interest expenses
|
891
|
44
|
138
|
1,073
|
Lease payments (including
interest)
|
(2,604)
|
(426)
|
(745)
|
(3,775)
|
At
30 June 2023 (unaudited)
|
39,113
|
1,719
|
5,730
|
46,562
|
At 1
January 2023
|
37,699
|
1,945
|
2,876
|
42,520
|
Additions
|
4,894
|
329
|
5,029
|
10,252
|
Acquired through business
combinations
|
5,402
|
113
|
378
|
5,893
|
Disposals
|
(901)
|
-
|
(5)
|
(906)
|
Lease modifications
|
838
|
45
|
38
|
921
|
Interest expenses
|
1,933
|
90
|
317
|
2,340
|
Lease payments
(including interest)
|
(5,699)
|
(978)
|
(2,575)
|
(9,252)
|
At
31 December 2023 (audited)
|
44,166
|
1,544
|
6,058
|
51,768
|
Reconciliation of current and
non-current lease liabilities
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£'000
|
£'000
|
£'000
|
Current
|
7,663
|
9,289
|
7,815
|
Non-current
|
40,010
|
37,273
|
43,953
|
Total
|
47,673
|
46,562
|
51,768
|
16.
Dividends
A final dividend for the year ended
31 December 2023 of £2,202,485 was paid to shareholders on 28 June
2024. An interim dividend for 2024 of 0.32 pence per share will be
paid on 11 October 2024 to shareholders on the register at the
close of business on 20 September 2024.
17.
Alternative Performance Measures
Income
Statement
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Operating Profit
|
4,488
|
8,113
|
9,133
|
Depreciation
|
1,195
|
1,294
|
2,610
|
Amortisation
|
6,097
|
5,274
|
11,214
|
Impairment charge
|
-
|
-
|
501
|
EBITDA
|
11,780
|
14,681
|
23,458
|
Exceptional items
|
484
|
165
|
2,849
|
Share- based payments
|
301
|
211
|
513
|
Adjusted EBITDA
|
12,565
|
15,057
|
26,820
|
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Operating Profit
|
4,488
|
8,113
|
9,133
|
Amortisation of intangible
assets
|
1,814
|
1,736
|
3,515
|
Impairment charge
|
-
|
-
|
501
|
Exceptional items
|
484
|
165
|
2,849
|
Share- based payments
|
301
|
211
|
513
|
Adjusted operating profit
|
7,087
|
10,225
|
16,511
|
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Profit before tax
|
1,107
|
5,589
|
2,973
|
Exceptional items
|
484
|
165
|
2,849
|
Share- based payments
|
301
|
211
|
513
|
Impairment charge
|
-
|
-
|
501
|
Amortisation of intangible
assets
|
1,814
|
1,736
|
3,515
|
Adjusted profit before tax
|
3,706
|
7,701
|
10,351
|
Balance
Sheet
|
30 June
|
30
June
|
31
December
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Short-term borrowings
|
(9,851)
|
(6,334)
|
(9,507)
|
Long- term borrowings
|
(37,686)
|
(39,080)
|
(38,239)
|
Cash and cash equivalents
|
11,881
|
7,409
|
19,811
|
Less capitalised debt
costs
|
(664)
|
-
|
(580)
|
Net
debt
|
(36,320)
|
(38,005)
|
(28,515)
|
- ENDS -