Interim Results

RNS Number : 3939W
Inspecs Group PLC
18 August 2022
 

18 August 2022

INSPECS Group plc

("INSPECS", "the Company" or "the Group")

 

Interim Results

 

INSPECS Group plc, a global eyewear and lens design house and manufacturer, presents its unaudited interim results for the six months ended 30 June 2022. 

Financial highlights:

· Revenue increased to $138.4m (H1 2021: $125.7m)

· Revenue increased to $145.5m (H1 2021: $125.7m), an increase of 15.8% at constant exchange rates 1

· Operating profit increased to $5.8m (H1 2021: $2.5m 2)

· Gross profit margin 50.5% (H1 2021: 44.2% 2, underlying 49.1% 3)

· Underlying EBITDA $15.1m (H1 2021: $16.8m 2)

· Underlying basic Earnings Per Share (EPS) of $0.15 (H1 2021: $0.17), with underlying diluted EPS of $0.14 (H1 2020: $0.16)

· Reported profit before tax of $0.8m (H1 2021: $3.5m loss 2)

· Reported loss after tax of $2.8m (H1 2021: $3.8m 2)

· Reported basic EPS of $(0.03) (H1 2021: $(0.04)), with diluted EPS of $(0.03) (H1 2021: $(0.04))

· Strong balance sheet with cash at 30 June 2022 of $30.6m (30 June 2021: $33.8m)

· Cash generated from operations $10.1m (H1 2021: $18.8m)

· Net debt excluding leasing $26.2m (31 December 2021: $32.8m)

Operational highlights:

· Norville new factory now fully operational and 'Labpack' distribution of complete frame and lens packages underway

· Planning permission and building design complete and approved on new factory in Vietnam

· Location for new Portugal factory sourced and building designed

· O'Neill, Superdry and Botaniq ranges now distributed by Group entities in the USA and Europe

· First delivery of lenses for Amazon's own eyewear division in Q2 of 2022

· Group companies working together to ensure enhanced distribution rates for our products

· Rationalisation of Hong Kong offices now complete

· The Group has completed the registration of its products as medical devices with the Medicines and Healthcare Regulatory Agency (MHRA), the European Database on Medical Devices (EUDAMED) and the Food and Drug Administration (FDA) in the USA

 

1  Constant currency exchange rates: figures at constant currency exchange rates have been calculated using the average exchange rates in effect for the corresponding period in the relevant comparative period (H1 2021).

2  The six-month period to 30 June 2021 has been restated following retrospective adjustments (note 11).

3  Underlying gross profit margin for H1 2021 excludes $6.1m purchase price allocation adjustment relating to inventory valuation following the acquisition of Eschenbach on 16 December 2020.

 

 

Robin Totterman, CEO of INSPECS, said:

"I am pleased to report an underlying EBITDA of $15.1m for the six months to 30 June 2022 (H1 2021: $16.8m). The Group EBITDA increased by $4.3m from $10.0m in H1 2021 to $14.3m in H1 2022. Our operating profit increased by $3.4m from $2.5m in H1 2021 to $5.8m in H1 2022.

 

The Group has made good progress against our strategic objectives during the period, specifically with the ongoing integration of the Group's businesses and increasing our distribution reach around the globe.

Our European business performed ahead of internal budget for the first half, however, our reported results were affected by a rapid decline in the Euro against the US Dollar in Q2, which is the current reporting currency of the Group. Given the evolution in Group global earnings since our IPO, the Board will review the reporting currency with our advisors in 2023. Our Norville factory relocation incurred additional downtime and costs but is now fully operational and increasing production.

 

Later this year we expect to start construction of our new factory in Portugal and increase our Vietnam production capacity through expansion, which will satisfy the increased demand from key accounts. Production is expected to begin towards the end of 2023, with distribution in Q1 of 2024.

 

Our Group order books are ahead as of 30 June 2022 compared to 30 June 2021, and we enter the second half of the year in a good position. Whilst we remain cautious of the overall economic outlook for the UK and European market, we remain focused on executing a number of strategic priorities that will increase production, enabling us to bring innovative new products to market and continue to deliver shareholder value."

 

For further information please contact:

 

INSPECS Group plc

Robin Totterman (CEO)

Chris Kay (CFO)

 

via FTI Consulting

Tel: +44 (0) 20 3727 1000

Peel Hunt (Nominated Adviser and Broker)

Adrian Trimmings

Andrew Clark

Lalit Bose

 

Tel: +44 (0) 20 7418 8900

FTI Consulting (Financial PR)

Alex Beagley

Harriet Jackson

Alice Newlyn

 

Tel: +44 (0) 20 3727 1000

INSPECS@fticonsulting.com

This announcement contains inside information for the purposes of the Market Abuse Regulation (Regulation (EU) No 596/2014) including as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018. The person responsible for arranging release of this announcement on behalf of Inspecs is Chris Kay, Chief Financial Officer.

About INSPECS Group plc

 

INSPECS is a Bath-based designer, manufacturer and distributor of eyewear frames and optically advanced spectacle lenses. The Group produces a broad range of frames and lenses, covering optical, sunglasses and safety, which are either "Branded" (either under licence or under the Group's own proprietary brands), or "OEM" (including private label on behalf of retail customers as well as unbranded).

INSPECS aims to be the leader in eyewear solutions through its vertically-integrated business model and has adopted a three-pillar growth strategy to achieve this: (i) continue to grow organically; (ii) undertake further acquisitions (and drive value through leveraging the Group's internal capabilities); and (iii) extend the Group's manufacturing capacity.

The Group has completed several significant acquisitions since its IPO in February 2020. In December 2020, INSPECS acquired Eschenbach, a leading global eyewear supplier, headquartered in Nuremberg, Germany, which includes the American company Tura. This followed the acquisition of lens maker Norville in July 2020, whereby INSPECS combined two British heritage brands, Savile Row frame maker, and Norville lens maker, further enhancing its vertically-integrated business model. In December 2021 the Group acquired Ego Eyewear, a design and licensing company which uses third party eyewear manufacturers to produce premium fashion brands, and BoDe, a distributor of optical frames and sunglasses principally to the German and neighbouring markets. 

INSPECS customers include global optical and non-optical retailers, global distributors and independent opticians, with its distribution network covering over 80 countries and reaching approximately 75,000 points of sale.

INSPECS has operations across the globe: with offices and subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China (including Hong Kong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK and Italy. With the acquisition of Eschenbach, the Group's international reach further extends across Europe and the American markets.

More information is available at: https://inspecs.com

 

CHIEF EXECUTIVE REVIEW

I am pleased to present our results for the six months ended 30 June 2022. The Group has performed well during the period, achieving sales of $138.4m (H1 2021: $125.7m) an increase of $12.7m or 10.1%. The Group made an underlying EBITDA of $15.1m compared to an adjusted $16.8m for the same period in 2021.

On a constant exchange basis , the Group revenues rose from $125.7m to $145.5m, an increase of $19.8m or 15.8%.

Two factors led to the Group not exceeding H1 2021 performance at the underlying EBITDA level. Firstly, our lens manufacturing site took longer than expected to reach optimal production following the move and as a result, we were not able to engage fully with our optical customers as delays were caused by infrastructure issues and the recalibration of machinery following the move. We are now starting to see steady progress at Norville and expect it to contribute to the Group profits in 2023.

Secondly, whilst our European business performed ahead of internal budget for the first half, our reported results were affected by a rapid decline in the Euro against the US Dollar. The Euro: US Dollar rate was 1.14 at the start of the year with a relatively small movement in Q1 closing at 1.11 to the Dollar. In Q2 the US Dollar sharply appreciated against the Euro, moving to parity in the quarter and closing in June 2022 at rate of 1.04. Our reporting currency at present is US Dollar and as such our European business and profits reflect this movement in currency. Given the evolution in Group global earnings since our IPO, the Board will review the reporting currency with its advisors and will assess the effect on our reporting in 2023.

In Vietnam, I am pleased to report that plans for our new factory have been submitted and we expect construction to commence later this year, with production expected to begin towards the end of 2023, with distribution in Q1 of 2024.

We have also reached agreement on the new production facility in Portugal based in Setubal near our Lisbon office. Construction is expected to start later this year and I expect the factory will go into production at the end of 2023.

 Our Italian small scale rolled gold eyewear facility will commence shipments of the premium product in Q4 of this year.

In Europe we have seen a solid market in Q2 rather than the rapid growth we saw in Q1 of 2021. I remain cautious of the overall economic outlook for the European market with continual issues arising from the Ukrainian situation and the global inflation currently prevalent in the marketplace.

We are seeing a similar picture in the USA but Tura continues to win market share.

In the UK, the business environment is similar to those we are experiencing in Europe but again our team is continuing to win market share and our design teams are working hard to ensure our products are on message.

Our team at Skunk Works has been expanded in H1 with two additional employees. We are now starting to see the first commercial benefits of our investment with orders starting to flow from Amazon and we continue to work with Bosch Sensonics on the further development of smart eyewear.

We also continue our work on the development of biodegradable eyewear and packaging to reduce the environmental effect of eyewear. Our recyclable and sustainable products are now in the marketplace, and there has been a good reaction from the market for these products.

We are complementing our finance team with the recruitment of key additional employees to provide greater bandwidth across the Group.

Overall, this was a good H1 despite adverse foreign exchange movements and a delay in achieving optimal production levels following the Norville factory move. Our order books continue to grow and are ahead at 30 June 2022 compared to 30 June 2021, and the Group is working hard on delivering sustained, profitable growth for all our stakeholders.

I would like to thank all our employees on what has been a busy six months and look forward to the second half of 2022 and the medium term with confidence.

Robin Totterman

18 August 2022

 

FINANCIAL REVIEW

 

Revenue

Revenue increased to $138.4m from $125.7m in H1 FY21, an increase of 10.1%. This was driven by the continuing integration of Eschenbach and volume growth across the diversity of markets that we now operate in. On a constant exchange rate revenues rose from $125.7m (H1 2021) to $145.5m, an increase of $19.8m or 15.8%.

 

Underlying Gross Margin

The Group's underlying gross margin increased from 49.1% to 50.5%. The Group continues to actively manage its gross profit margin despite cost inflation.

 

Operating Profit

The Group operating profit increased 132% to $5.8m (H1 2021: $2.5m).

 

Underlying EBITDA

The Group underlying EBITDA decreased from $16.8m in H1 2021 to $15.1m in H1 2022.

 

Finance Expenses

Our net finance costs increased from $1.1m to $1.8m reflecting the rise in interest rates and drawdown in late 2021 of the RCF facility to fund the acquisitions of EGO Eyewear and BoDe Design. Net finance costs include $0.5m (H1 2021: $0.2m) relating to the amortisation of capitalised loan arrangement fees.

 

Depreciation and amortisation

The increase in depreciation and amortisation is driven by the expansion and the assets owned by the Group.


Period ended 30 June 2022

Period ended 30 June 2021

Depreciation

3.9m

4.1m

Amortisation

4.5m

3.5m

Total

8.4m

7.6m

 

Profit/(Loss) Before Tax

Profit before tax for the period of $0.8m is after charging $1.2m of non-underlying costs and a foreign exchange loss on borrowings of $2.1m, being a non-cash item.

 

Cash Generation

The Group generated a net cash inflow from operating activities of $10.1m in H1 2022 compared to S18.8m (H1 2021).

 

Cash Position

The Group's cash at 30 June 2022 was $30.6m compared to $33.8m at 30 June 2021.

 

Net Debt

The Group's net debt excluding leasing has decreased from $32.8m at 31 December 2021 to $26.2m as at 30 June 2022.

 

Leverage

The Group's leverage including leasing reduced by 5% from 1.9 at 31 December 2021 to 1.8 at 30 June 2022.

The Group's leasing increased in the first half due to a new lease on the offices in New York and the renewal of new leases for motor vehicles for the Group's sales staff. This increased our leasing liability under IFRS 16 from $22.4m as at 31 December 2021 to $24.5m as at 30 June 2022. Despite this, net debt including leasing reduced by $4.4m over the last 6 months.

 

Inventory

Our sales to inventory ratio has remained flat compared to 30 June 2021.


Period ended 30 June 2022

Period ended 30 June 2021

Turnover

138.4m

125.7m

Inventory

51.5m

46.1m

Sales to inventory ratio

2.7

2.7

 

Current asset ratio

The current ratio is a liquidity ratio that measures a company's ability to pay short-term obligations, or those due within one year.

The Groups current asset ratio has decreased from 1.8 to 1.6 which reflects the additional borrowing taken out to acquire EGO Eyewear and BoDe Designs in late 2021.


Period ended 30 June 2022

Period ended 30 June 2021

Current Assets

125.6m

117.8m

Current Liabilities

79.0m

66.0m

Ratio

1.6

1.8

 

Quick ratio

The quick ratio is an indicator of a company's short-term liquidity position and measures a company's ability to meet its short-term obligations with its most liquid assets.

The quick ratio has decreased in line with the current asset ratio, as they are driven by the same factor of additional borrowing to fund the acquisitions at the end of 2021.


Period ended 30 June 2022

Period ended 30 June 2021

Current Assets

125.6m

117.8m

Less Inventory

(51.5)m

(46.1)m


74.1

71.7

Current Liabilities

79.0m

66.0m

Ratio

0.9

1.1

 

Earnings per Share

 

The Group's underlying basic earnings per share of the 6 months to 30 June 2022 was $0.15 compared to $0.17 for the 6 months to 30 June 2021.

 

Underlying EBITDA

The below table shows how Underlying EBITDA is calculated:



 

6 months ended 30 June 2022

 

6 months ended 30 June 2021 restated

 

12 months ended 31 December 2021

 

 

 

 

 

 

 

 

$'000

 

$'000

 

$'000

 

 

 

 

 

 

Revenue


138,359


125,746


246,471



 


Gross Profit


69,825


55,615


115,771



 


Operating expenses


(64,002)


(53,157)


(114,230)



 

 

Operating profit

 


5,823

 

2,458

 

1,541

 


 


Add back: Amortisation and impairment on intangible assets


 

4,548


 

3,451


11,020



 


Add back: Depreciation


3,895


4,131


7,430



 

 

EBITDA


14,266

 

10,040

 

19,991



 


Add back: Share based payment expense


 

842


 

680


1,484



 


Add back: Purchase price allocation (PPA) adjustment on Eschenbach inventory


 

-


 

6,104


5,991



 


Add back: Underlying EBITDA (loss) for acquisitions in the period


 

-


 

-


90



 


Underlying EBITDA


15,108

 

16,824

 

27,556



 


 


 

 

 

 

 



 


 

 

Underlying Earnings per Share


 

 

 

 

 

 



 


 


$

 

$

 

$



 


Basic underlying Earnings per Share for the period attributable to the equity holders of the parent


 

0.15

 

 

0.17

 

 

0.27

 



 


 

Diluted underlying Earnings per Share for the period attributable to the equity holders of the parent


 

 

0.14

 

 

 

0.16


0.26

 



 

 

Underlying EBITDA segmental information

Underlying EBITDA by reportable segment (as defined in note 4) for the six months ended 30 June 2022 is as follows:


  Frames and


Wholesale


Lenses


Total before


Adjustments


  Total


  Optics






adjustments &


& elimination










eliminations






  $'000


  $'000


$'000


$'000


$'000


    $'000

Revenue

126,806


16,200


2,424


145,430


(7,071)


138,359













Operating profit/(loss)

6,496


3,017


(2,845)


6,668


(845)


5,823

 

Add back:












 

Amortisation

3,978


570


-


4,548


-


4,548

 

Depreciation

2,895


561


439


3,895


-


3,895

 

Share based payments

584


258


-


842


-


842

 

Underlying EBITDA

13,953

 

4,406

 

(2,406)

 

15,953

 

(845)

 

15,108

 

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2022

 


Notes

Unaudited
6 months ended
30 June 2022

 

Unaudited restated
6 months ended
30 June 2021

 

 


  $'000 

 

  $'000 

 

REVENUE

4

138,359


125,746

 

Cost of sales


(68,534)


(70,131)

 






 

GROSS PROFIT

 

69,825


55,615

 

Distribution costs


(3,568)


(1,774)

 

Administrative expenses


(60,434)


(51,383)

 






 

OPERATING PROFIT

 

5,823


2,458

 






 

Non-underlying costs

9

(1,202)


(1,248)

 

Exchange adjustments on borrowings


(2,093)


(3,619)

 

Share of profits of associates


(1)


-

 

Finance costs


(1,809)


(1,123)

 

Finance income


51


19

 






 

PROFIT/(LOSS) BEFORE INCOME TAX

 

769


(3,513)

 

Income tax


(3,547)


(324)

 






 

LOSS FOR THE PERIOD

 

(2,778)


(3,837)

 

OTHER COMPREHENSIVE INCOME:

 




 

Exchange adjustment on consolidation


(9,312)


3,963

 






 

TOTAL COMPREHENSIVE (LOSS)/PROFIT FOR THE PERIOD

 

(12,090)


126

 

 

Earnings per share

 




 

Basic EPS for the period attributable

  to the equity holders of the parent

5

(0.03)


(0.04)

 

 

Diluted EPS for the period attributable

  to the equity holders of the parent

5

(0.03)


(0.04)

 

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION 

As at 30 June 2022


 



Note


Unaudited

As at
30 June 2022

$'000


Unaudited restated

As at
30 June 2021

$'000

 

Audited

As at
31 December 2021

$'000

 

ASSETS









 

NON-CURRENT ASSETS









 

Goodwill




73,139


73,631


81,359

 

Intangible assets




46,793


50,738


54,454

 

Property Plant and equipment




46,885


42,620


46,838

 

Investment in associates




111


57


48

 

Deferred tax




9,936


12,352


12,540

 





176,864


179,398


195,239

 

CURRENT ASSETS









 

Inventories




51,534


46,058


55,664

 

Trade and other receivables


6


41,946


37,689


42,229

 

Tax receivable




1,497


246


3,468

 

Cash and cash equivalents




30,585


33,834


29,759

 





125,562


117,827


131,120

 

 

TOTAL ASSETS

 

 

 

 

302,426

 

 

297,225

 

 

326,359

 










 

EQUITY









 

SHAREHOLDERS' EQUITY









 

Called up share capital




1,389


1,384


1,389

 

Share premium




122,291


121,940


122,291

 

Foreign currency translation reserve




(6,494)


3,874


2,818

 

Share option reserve




2,843


1,547


2,001

 

Merger reserve




7,296


7,296


7,296

 

Retained earnings




6,651


10,592


9,429

 

 

TOTAL EQUITY




133,976


146,633


145,224

 

 









 

LIABILITIES









NON-CURRENT LIABILITIES









 

Financial liabilities - borrowings









 

  Interest bearing loans and borrowings


8


64,511


63,191


69,194

 

Contingent and deferred consideration




7,680


-


8,505

 

Deferred tax




17,267


21,406


20,517

 










 





89,458


84,597


98,216

 

CURRENT LIABILITIES









 

Trade and other payables


7


48,798


38,549


53,317

 

Right of return liability




10,793


12,331


11,100

 

Financial liabilities - borrowings









 

  Interest bearing loans and borrowings


8


15,966


10,191


13,289

 

 Invoice discounting


8


860


-


2,433

 

Tax payable




2,575


4,924


2,780

 





78,992


65,995


82,919

 

TOTAL LIABILITIES




168,450


150,592


181,135

 

 









 

TOTAL EQUITY AND LIABILITIES

 

 

 

302,426

 

297,225

 

326,359

 

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2022



Called up share capital

Share premium

Foreign currency translation reserve

Share option reserve

Retained earnings

Merger reserve

Total equity

 


$000

$000

$000

$000

$000

$000

$000

 

 








 

SIX MONTHS ENDED 30 JUNE 2022








 

Balance at 1 January 2022

1,389

122,291

2,818

2,001

9,429

7,296

145,224

 

 








 

Loss for the period

-

-

-

-

(2,778)

-

(2,778)

 

Other comprehensive loss

-

-

-

-

-

(9,312)

 

Total comprehensive loss

-

-

(9,312)

-

(2,778)

-

(12,090)

 

 

 

 

 

 

 

 

 

 

Share-based payments

-

-

-

842

-

-

842

 

Balance at 30 June 2022 (unaudited)

1,389

122,291

(6,494)

2,843

6,651

7,296

133,976

 









 









 

SIX MONTHS ENDED 30 JUNE 2021








 

Balance at 1 January 2021 (restated)

1,384

121,940

(89)

867

14,429

7,296

145,827

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

-

(3,837)

-

(3,837)

 

Other comprehensive income

-

-

-

-

-

3,963

 

Total comprehensive loss

-

-

3,963

-

(3,837)

-

126

 

 

 

 

 

 

 

 

 

 

Share-based payments

-

-

680

-

-

680

 

Balance at 30 June 2021 (unaudited)

1,384

121,940

1,547

10,592

7,296

146,633

 

 

 

 

 

 

 

 

 

 

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

For the period ended 30 June 2022

 



 

 

 

 

 

Unaudited

6 months ended

30 June 2022


 

Unaudited restated

6 months ended

30 June 2021

 




$000


$000

 

Cash flows from operating activities






 

Profit/(loss) before income tax



769


(3,513)

 

Depreciation charges



3,895


4,131

 

Amortisation charges



4,548


3,451

 

Share based payments



842


680

 

Exchange adjustments on borrowings



2,093


3,619

 

Loss from associate



1


-

 

Finance costs



1,809


1,123

 

Finance income



(51)


(19)

 




13,906

 

9,472

 

(Increase)/decrease in inventories



(1,462)


10,128

 

(Increase)/decrease in trade and other receivables



(3,997)


4,017

 

Increase/(decrease) in trade and other payables



1,682


(4,862)

 

Cash generated from operations



10,129

 

18,755

 

Interest paid



(1,786)


(1,115)

 

Tax paid



(3,492)


-

 

Net cash flow from operating activities



4,851

 

17,640

 







 

Cash flows (used in)/from investing activities

 

 

 

 

 

 

Purchase of intangible fixed assets



(77)


(86)

 

Purchase of property plant and equipment



(1,330)


(2,697)

 

Interest received



51


19

 

Net cash flows (used in)/from investing

activities



 

(1,356)

 

 

(2,764)

 







 

Cash flow from financing activities






 

Bank loan principal repayments in period



(2,909)


(3,102)

 

Principal payments on leases



(2,043)


(1,920)

 

New loans in the period



2,127


-

 

Net cash flows used in financing

 activities



 

(2,825)

 

 

(5,022)

 







 

Net increase in cash and cash

 equivalents



 

670

 

 

9,854

 

Cash and cash equivalents at

 beginning of the period



29,759

 

23,776

 

Net foreign currency movements



156


204

 

Cash and cash equivalents

 at end of period

 

 

 

30,585

 

33,834

 

 

 

 


 

NOTES TO THE INTERIM CONSOLIDATED STATEMENTS

For the period ended 30 June 2022

 

1.  GENERAL INFORMATION

INSPECS Group plc is a public company limited by shares and is incorporated in England and Wales. The address of the Company's principal place of business is Kelso Place, Upper Bristol Road, Bath BA1 3AU.

The principal activity of the Group in the period was that of design, production, sale, marketing and distribution of high fashion eyewear and OEM products worldwide.

2.  ACCOUNTING POLICIES

Going concern

Based on the Group's forecasts considered in the light of the COVID-19 situation and current economic climate the Directors have adopted the going concern basis in preparing the interim financial statements.

The assessment has considered the Group's current financial position as follows:

The Group improved its cash position during the period with net debt including leasing dropping from $(55.2)m at 31 December 2021 to $(50.8)m at 30 June 2022.

Cash generated from operations in the period amounted to $10.1m (2021 H1: $18.8m).

The Group has a strong balance sheet, with net assets of $134.0m and net current assets of $46.6m.

The assessment has considered the current measures being put in place by the Group to preserve cash and ensure continuity of operations through:

Ensuring continuation of its supply chain buildings on the benefit of having its own manufacturing sites and by securing alternative third-party supply lines.

Maintaining geographical sales diversification, focusing sales to online customers and seeking new revenue streams around the globe.

Ability to service both the major global retail chains and significant distribution to the independent eyewear market following the acquisitions completed over the last two years.

 

Basis of preparation

The interim consolidated financial statements for the six months ended 30 June 2022 have been prepared in accordance with IAS 34 Interim Financial Reporting and with accounting policies that are consistent with the Group's Annual Report and Financial Statements for the period ended 31 December 2021.

The comparative financial information for the period ended 30 June 2021 in this interim report does not constitute statutory accounts for that period under 434 of the Companies Act 2006 and is unaudited.

Accounting policies are included in detail within the latest Annual Report.

3.  CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

The preparation of the Group's historical information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities in the future.

Estimation uncertainty

In addition to the impact of COVID-19 discussed within the going concern section of note 2, the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are described below.

Uncertain tax positions

Tax authorities could challenge and investigate the Group's transfer pricing or tax domicile arrangements. As a growing, international business, there is an inherent risk that local tax authorities around the world could challenge either historical transfer pricing arrangements between other entities within the Group and subsidiaries or branches in those local jurisdictions, or the tax domicile of subsidiaries or branches that operate in those local jurisdictions.

As a result, the Group has identified it is exposed to uncertain tax positions, which it has measured using an expected value methodology. Such methodologies require estimates to be made by management including the relative likelihood of each of the possible outcomes occurring, the periods over which the tax authorities may raise a challenge to the Group's transfer pricing or tax domicile arrangements; and the quantum of interest and penalties payable in addition to the underlying tax liability. As a result, the Group has made a provision of $672,000 as at 30 June 2022 ($3,067,000 as at 30 June 2021), in line with the accounting methodology used as at 31 December 2021.

4.  SEGMENT INFORMATION

The Group operates in three operating segments, which upon application of the aggregation criteria set out in IFRS 8 Operating Segments results in three reporting segments:

• Frames and Optics (previously Branded) product distribution.

• Wholesale - being OEM and manufacturing distribution.

• Lenses - being manufacturing and distribution of lenses.

The criteria applied to identify the operating segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information regularly reviewed by the CEO and the CFO in their role as Chief Operating Decision Makers, to make decisions about resources to be allocated to the segments and to assess their performance.

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2022 are as below:


  Frames and


Wholesale


Lenses


Total before


Adjustments


  Total


  Optics






adjustments &


& elimination










eliminations






  $'000


  $'000


$'000


$'000


$'000


  $'000

Revenue












  External

122,988


13,095


2,276


138,359


-


138,359

 

  Internal

3,818


3,105


148


7,071


(7,071)


-

 


126,806


16,200


2,424


145,430


(7,071)


138,359

 

Cost of sales

(63,583)


(8,860)


(1,970)


(74,413)


5,879


(68,534)

 













 

Gross profit

63,223


7,340


454


71,017


(1,192)


69,825

 













 

Expenses

(56,727)


(4,323)


(3,299)


(64,349)


347


(64,002)

 

Operating profit/(loss)

6,496


3,017


(2,845)


6,668


(845)


5,823

 

Exchange adjustment

  on borrowings











 

(2,093)

 

Non-underlying

  costs











 

(1,202)

 

Finance costs











(1,809)

 

Finance income











51

 

Loss of associate











(1)

 

Taxation











(3,547)

 

Loss for the period











(2,778)

 

 

Reported segments relating to the balance sheet as at 30 June 2022 are as follows:


  Frames and


 Wholesale


Lenses


Total before


Adjustments


  Total


  Optics






adjustments &


& elimination










  eliminations






  $'000


  $'000


 

$'000


  $'000


  $'000


 

  $'000

 













 

Total assets

406,690


75,084


12,489


494,263


(201,773)


292,490

 

Total liabilities

(302,238)


(7,914)


(12,626)


(322,778)


254,647


(68,131)

 


104,452


67,170


(137)


171,485


52,874


224,359

 

Deferred tax asset











9,936

 

Deferred tax liability











(17,267)

 

Current tax liability











(2,575)

 

Borrowings











(80,477)

 

Group net assets











133,976

 

 

Total assets are the Group's gross assets excluding deferred tax asset. Total liabilities are the Group's gross liabilities excluding loans and borrowings, and deferred tax liability.

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2021 are as below:


  Frames and


Wholesale


Lenses


Total before


Adjustments


  Total


  Optics






adjustments &


& elimination










eliminations






  $'000


  $'000


$'000


$'000


$'000


  $'000

Revenue












  External

109,233


12,261


4,252


125,746


-


125,746

 

  Internal

1,216


1,382


26


2,624


(2,624)


-

 


110,449


13,643


4,278


128,370


(2,624)


125,746

 

Cost of sales

(60,471)


(9,442)


(2,473)


(72,386)


2,255


(70,131)

 













 

Gross profit

49,978


4,201


1,805


55,984


(369)


55,616

 













 

Expenses

(48,865)


(1,988)


(2,598)


(53,451)


294


(53,157)

 

Operating profit/(loss)

1,113


2,213


(793)


2,533


(75)


2,458

 

Exchange adjustment

  on borrowings











 

(3,619)

 

Non-underlying

  costs - acquisitions











 

(1,248)

 

Finance costs











(1,123)

 

Finance income











19

 

Taxation











(324)

 

Loss for the period











(3,837)

 

 

Reported segments relating to the balance sheet as at 31 December 2021 are as follows:


  Frames and


 Wholesale


Lenses


Total before


Adjustments


  Total


  Optics






adjustments &


& elimination










  eliminations






  $'000


  $'000


 

$'000


  $'000


  $'000


 

  $'000

 













 

Total assets

436,102


75,568


13,986


525,656


(211,837)


313,819

 

Total liabilities

(327,303)


(7,444)


(10,813)


(345,560)


270,205


(75,355)

 


108,799


68,124


3,173


180,096


58,368


238,464

 

Deferred tax asset











12,540

 

Deferred tax liability











(20,517)

 

Current tax liability











(2,780)

 

Borrowings











(82,483)

 

Group net assets











145,224

 

 

Total assets are the Group's gross assets excluding deferred tax asset. Total liabilities are the Group's gross liabilities excluding loans and borrowings, and deferred tax liability.

Acquisition costs, finance costs and income, and taxation are not allocated to individual segments as the underlying instruments are managed on a Group basis.

Deferred tax and borrowings are not allocated to individual segments as they are managed on a Group basis.

Adjusted items relate to elimination of all intra-Group items including any profit adjustments on intra-Group sales that are eliminated on consolidation, along with the profit and loss items of the parent company.

Adjusted items in relation to segmental assets and liabilities relate to the elimination of all intra-Group balances and investments in subsidiaries, and assets and liabilities of the parent company.

The revenue of the Group is attributable to the one principal activity of the Group.

 

Geographical analysis

The Group's revenue by destination is split in the following geographic areas:




 

Unaudited

6 months ended

30 June 2022


 

Unaudited

6 months ended

30 June 2021

 












$'000s


$'000s

 

United Kingdom



12,995


12,339

 

Europe (excluding UK)



71,061


68,721

 

North America



45,487


40,968

 

South America



461


169

 

Asia



6,701


2,369

 

Australia



1,654


1,180

 




138,359

 

125,746

 

 

 

 

 

 

 

5.  EARNINGS PER SHARE

Basic Earnings per Share ("EPS") is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares, to the extent that the inclusion of such shares is not anti-dilutive. During the periods ended 30 June 2022 and 30 June 2021 the Group made a loss; therefore, diluted EPS is not applicable as the impact of potential ordinary shares is anti-dilutive. Basic earnings per share is therefore $(0.03) (30 June 2021 restated: $(0.04)), with diluted earnings per share $(0.03) (30 June 2021 restated: $(0.04)). The following table reflects the income and share data used in the basic and diluted EPS calculations:




30 June

2022


  30 June

2021

Restated

 

SHARES






 




$'000


$'000

 

Loss attributable to the

 

 

 

 

 

 

equity holders of the parent for basic earnings

 

 

(2,778)

 

  (3,837)

 







 

 



Number

of shares


Number

of shares

 

Weighted average number of






 

shares for basic EPS

 

 

101,671,525

 

101,290,898

 

Effect of dilution from:






 

Share options



5,356,247


4,211,782

 

Weighted average number of shares






 

adjusted for the effect of dilution

 

 

107,027,772

 

105,502,680

 







 

Within INSPECS Group plc, each Ordinary share carries the right to participate in distributions, as respects dividends and as respects capital on winding up.  

 

 

6.  TRADE AND OTHER RECEIVABLES




 

Unaudited

As at

30 June 2022


 

Unaudited

As at

30 June 2021


 

As at

31 December

2021

 

 



  $'000


  $'000


  $'000

Trade receivables



30,413


27,000


29,362

Prepayments



3,971


2,859


3,396

Other receivables



7,562


7,830


9,471












41,946

 

37,689

 

42,229

 

7.  TRADE AND OTHER PAYABLES


Unaudited


Unaudited


As at

  31 December

2021


As at


As at



30 June 2021


30 June 2021



$'000

 


$'000

 


$'000

Trade payables

27,282


19,678


32,801

Amounts owed to related parties

224


147


196

Other payables

587


614


934

Social security and other taxes

5,579


6,380


5,776

Royalties & provisions

6,870


2,453


4,435

Accruals

8,256


9,277


9,175








48,798


38,549

 

53,317

 

8.  NET DEBT


Unaudited


Unaudited


As at

  31 December

2021


As at


As at



30 June 2022


30 June 2021



$'000

 


$'000

 


$'000

Cash and cash equivalents

30,585


33,834


29,759

Interest bearing borrowings excl. leasing

 

(55,974)


 

(54,630)


 

(60,092)

Invoice discounting

(860)


-


(2,433)

Net debt excluding leasing

(26,249)

 

(20,796)

 

(32,766)







Lease liability

(24,503)


(18,752)


(22,391)

Net debt including leasing

(50,752)


(39,548)

 

(55,157)

 

 

 


 

9.  NON-UNDERLYING COSTS

Non-underlying costs in the period relate to accounting alignment of acquisitions which occurred in 2021 as well as work on ongoing acquisition and restructuring.

 

10.  SHARE-BASED PAYMENTS

Certain employees of the Group are granted options over the shares in INSPECS Group. The options are granted with a fixed exercise price and have vesting dates of between one and three years after date of grant.

The Group recognises a share-based payment expense based on the fair value of the awards granted, and an equivalent credit directly in equity to share option reserve. On exercise of the shares by the employees, the Group is charged the intrinsic value of the shares by INSPECS Group plc and this amount is treated as a reduction of the capital contribution, and it is recognised directly in equity.

Share options outstanding at the end of the period have the following expiry date and exercise prices:

 

Grant date


Expected life of

options

Exercise price per option $

Number of share options

 

 

11 October 2019


3-5 years

1.27

412,102


27 February 2020


3-5 years

2.52

1,923,110


22 December 2020


3-5 years

2.87

1,460,000


26 February 2021


3-5 years

2.93

100,000


26 February 2021


3-5 years

4.53

641,036


21 June 2021


3-5 years

4.87

90,000


31 August 2021


3-5 years

5.09

275,000


23 December 2021


3-5 years

4.95

454,999


The exercise price under each option agreement is denominated in GBP, with the USD balance shown above converted at the rate the option was issued.

11.  RESTATED UNDERLYING EBITDA

The 2021 Annual Report and Accounts included restated primary statements for the year to 31 December 2020 relating to prior year adjustments in Tura Inc. The 30 June 2021 comparative primary statements have also been restated within these interims, with the impact on Underlying EBITDA for the six months to 30 June 2021 being as follows:


$'000

 

Underlying EBITDA 30 June 2021 interims as released

17,708

 

Adjustments relating to freight and scrappage

(884)

 

Restated underlying EBITDA 30 June 2021

16,824

 

 

12.  POST BALANCE SHEET EVENTS

Since the end of the interim period on 30 June 2022 there were no material events that the directors consider material to the users of these interim statements.

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