Interim Results

RNS Number : 3490Y
Midwich Group PLC
06 September 2022
 

6 September 2022

Midwich Group plc

("Midwich" or the "Group")

Interim results for the six months ended 30 June 2022

 Significant organic growth delivered, well ahead of the overall market

Midwich Group  (AIM: MIDW), a global specialist audio visual distributor to the trade market, today announces its Interim Results for the six months ended 30 June 2022  ("H1 2022").

Statutory financial highlights


Six months ended




30 June 2022

 m

30 June 2021

 m

Growth

%


Revenue

568.6

390.1

46%







Gross profit

84.7

59.1

43%


Gross profit %

14.9%

15.1%

 







Operating profit

12.7

7.6

67%







Profit/(loss) before tax

10.4

7.1

46%


Profit/(loss) after tax

7.6

4.6

65%







Reported EPS - pence

7.93

4.79

66%







Adjusted financial highlights


Six months ended




30 June 2022

 m

30 June 2021

 m

Growth

%

Growth at constant currency %

Revenue

568.6

390.1

46%

46%






Gross profit

84.7

59.1

43%

44%

Gross profit %

14.9%

15.1%

 







Adjusted operating profit 1

20.2

13.9

45%

45%

Adjusted operating profit %

3.6%

3.6%

 

 






Adjusted profit before tax 1

19.2

13.0

47%

47%






Adjusted profit after tax 1

14.4

9.4

53%

53%






Adjusted EPS - pence 1

15.42

10.08

53%







Interim dividend per share - pence

4.5

3.3

36%


 

1 Definitions of the alternative performance measures are set out in Note 2

 

Financial highlights

 

Revenue increased 45.8% to £568.6m (46.2% on a constant currency basis) reflecting strong demand in all regions and the contribution from two UK&I acquisitions completed in the period

Adjusted profit before tax growth of 47.4% to £19.2m (H1 2021: £13.0m)

Operating cash conversion at (32%) reflecting typical seasonal investment in working capital to support business growth (H1 2021: (31%))

Adjusted net debt at period end comfortably within covenants at 2.1x, following seasonal inventory build and two acquisitions

Interim dividend declared of 4.5 pence per share, an increase of 36% (Interim 2021: 3.3p)

 

Operational highlights

 

Organic revenue growth of 27.9%, which is more than double the rate of the overall market

Strong contributions from acquisitions of Nimans and DVS in H1 2022, expanding Group's UC offering and giving access to a new market segment - video security products

Gross margin slightly lower due to aged stock provisions, which are expected to largely reverse 

Management continues to see a strong acquisition pipeline, across a number of regions

 

Post period trading

 

Trading since 30 June 2022 has been in line with the Board's expectations which were recently upgraded in the Company's Pre-close Trading Statement on 19 July 2022, and remain well ahead of the comparative period.

 

There will be a webinar for sell-side analysts and investors at 9:30am today, 6 September 2022, the details of which can be obtained from FTI Consulting: midwich@fticonsulting.com.

Stephen Fenby, Managing Director of Midwich Group plc, commented:

 

"The Group delivered outstanding revenue growth of 45.8% to £568.6m in H1 2022. This reflected significant organic revenue growth of 27.9%, which was supplemented by a strong contribution from the two UK businesses acquired in early 2022. Our performance compares very favourably with AVIXA's global pro AV market growth estimate of 10.5% for 2022.

 

Trading performance in the UK & Ireland, and North America was particularly impressive, with growth on a constant currency basis of 86.3% and 81.5% respectively on H1 2021. Growth was driven by a combination of market share gains, new vendors and technologies and partial recovery in some end user markets.

 

We have also seen some recovery in the live events markets as well as for in-person activities such as in the theatre and leisure sectors, as people regain confidence to attend in-person events.

 

Although general macro-economic conditions are widely expected to remain challenging over the coming months, the Group has not seen a fall-off in demand. I believe that we have demonstrated the resilience of our business in more challenging economic conditions, as seen by our strong performance throughout prior recessions. Despite our overall scale, growth and geographic breadth, the opportunity for the Group to grow profitable market share remains strong. Furthermore, the evidence within our business supports the recent AVIXA report which points to any potential negative impact to the AV industry of a general economic downturn being balanced by increased demand from in-person events.

 

The Board believes that the Group's business and the broader AV market should continue to improve steadily across the remainder of 2022 and into 2023, although there remains a risk of negative impact due to a decline in general economic conditions. Shortages of product and supply chain challenges appear to be easing in some areas, although critical component shortages continue to cause difficulties in completing projects. Our order books remain strong. Trading since the end of H1 has been in line with the Board's recently upgraded expectations and well ahead of the comparative period."

 

For further information:

Midwich Group plc
Stephen Fenby, Managing Director
Stephen Lamb, Finance Director

+44 (0) 1379 649200

Investec Bank plc (NOMAD and Joint Broker to Midwich)

Carlton Nelson / Ben Griffiths

+44 (0) 20 7597 5970

Berenberg (Joint Broker to Midwich)
Ben Wright / Richard Andrews /
Alix Mecklenberg-Solodkoff

+44 (0) 20 3207 7800

FTI Consulting
Alex Beagley / Tom Hufton /
Rafaella de Freitas

+44 (0) 20 3727 1000

 

About Midwich Group

 

Midwich is a specialist AV distributor to the trade market, with operations in the UK and Ireland, EMEA, Asia Pacific and North America. The Group's long-standing relationships with over 600 vendors, including blue-chip organisations, support a comprehensive product portfolio across major audio visual categories such as large format displays, projectors, digital signage and professional audio. The Group operates as the sole or largest in-country distributor for a number of its vendors in their respective product sets.

 

The Directors attribute this position to the Group's technical expertise, extensive product knowledge and strong customer service offering built up over a number of years. The Group has a large and diverse base of over 20,000 customers, most of which are professional AV integrators and IT resellers serving sectors such as corporate, education, retail, residential and hospitality. Although the Group does not sell directly to end users, it believes that the majority of its products are used by commercial and educational establishments rather than consumers.

 

Initially a UK only distributor, the Group now has around 1,500 employees across the UK and Ireland, EMEA, Asia Pacific and North America. A core component of the Group's growth strategy is further expansion of its international operations and footprint into strategically targeted jurisdictions.

 

For further information, please visit  www.midwichgroupplc.com

 

Managing Director's Report

Overview

 

The Group continued to make strong progress in H1 2022, with trading improving in all our key territories.  Once again, I would like to thank our team for its exceptional performance in the face of ongoing business and personal challenges.  Although the direct impact of the pandemic has lessened, we have dealt effectively with continuing challenges, such as product shortages, unpredictable supplies and inflation.  However, with the return of in-person activity and meetings, such as trade shows, we have been able to rekindle personal relationships with colleagues, customers and vendors alike.

 

Maintaining a consistent high service level to our customers and vendors remains a key focus for the Group, such that we become a long-term trusted partner.  We continue to work hard to provide exceptional service despite the well flagged broader industry challenges such as ongoing product shortages.  Although we have seen shortages beginning to ease in a number of product areas (such as flat panel displays), ongoing shortages of some critical system components can cause difficulties in completing projects.  Our focus on developing our offering in the AV market continues to be beneficial for our customers and vendors alike.

 

Working capital management remains a key focus for the Group.  As expected, as the business has recovered, inventory levels have also increased. I remain comfortable that our inventories are aligned with sensible business requirements and our growth ambitions.

 

Trading performance

 

The Group has continued to build upon the recent trading momentum seen in the second half of 2021, with revenue increasing by 45.8% to £568.6 million (constant currency growth also 45.8%).  Strong organic growth of 27.9% was supplemented by very positive contributions from the two businesses acquired earlier in the year. 

The gross margin percentage was 0.2% lower than H1 2021.  This reduction was a combination of stronger sales of higher margin product areas being offset by an increase in the provision for aged inventory.  The Group operates a strict provisioning policy based on the age of inventory.  With unpredictable product supplies continuing, the Group has taken advantage of buying opportunities as they have arisen to ensure we are able to best service our clients. This has sometimes meant holding larger inventory levels, which takes time to reduce to normal levels.  We expect that most of the aged stock provision will reverse by the end of 2022 without the need for substantial discounting. 

 

The Group benefitted from operational leverage particularly in the UK&I and North America, with the result that despite the 0.2% reduction in the gross margin we achieved an increase in the net margin from 3.3% to 3.4% during the period.

 

Products

Revenue from the two mainstream product areas (displays and projection) increased by 21%, which is below the overall rate of growth of the Group.  These mainstream categories now account for an aggregate of just 42% of Group revenue as we continue to diversify into specialist areas. The gross margin on mainstream categories reduced a little due to the impact of the aged stock provision movement.

 

Revenue in specialist product areas, such as technical video, audio, broadcast and lighting grew by 86%.  Technical products now account for over half of the Group's revenue.  The Group's long-term strategy is to continue developing its presence and expertise in more specialist product categories where there are attractive growth and margin opportunities. This includes new categories such as security and telecoms products, in addition to the growing unified communications and collaboration segment.

 

As expected, revenues in the broadcast segment fell as the strong demand for home broadcast equipment seen through lockdowns returned to normal levels. Overall, gross margins in technical product categories reduced by around 1.3% - a combination of prudent aged stock provision movements and the inclusion of lower margin telecoms products.

 

The Board believes that the current market conditions, highlight more than ever, the need for manufacturers to use a high-quality specialist distributor, such as Midwich.  As such, our new vendor launch programme has continued, with significant success. 

 

Customers

The Group's focus has always been on seeking to provide our customers with consistently high levels of service and support.  Although our customer base tends to be adaptable and resilient, we are aware that they continue to face challenges with shortages of skilled staff and of products, and of unpredictable demand.  We have sought to flex our model in order to support our customers and to accommodate the needs of the channel.  A number of markets (such as live events and hospitality) have seen a return to growth in the first half of 2022 which we anticipate will continue to recover over the short to medium term.

 

Our expansion into new product categories over the last couple of years (such as unified communications, security and telecoms) has broadened the Group's customer base, and also its level of engagement with major international integrators.

 

End-user markets

A number of end user markets, such as education and government, have remained strong in H1 2022. We have seen some return of the corporate market, although this recovery is still ongoing. The live events and hospitality markets are starting to recover, with notable growth in corporate events in the UK&I and outdoor events in parts of southern Europe. The high street retail market remains very subdued, and we note that AXIVA predicts that this market will not return to pre-pandemic levels until 2025. 

 

Strategy

 

The Group's strategy remains clearly focused on markets and product areas where it can leverage its value-add services, technical expertise, and sales and marketing skills. Services, skills and geographies are developed either in-house or through acquisitions.

 

Using its market knowledge and skills, the Group provides its vendors with support to build and execute plans to grow market share. The Group supports its customers to win and then deliver successful projects. 

During the period, the Group continued to deliver successfully on this strategy, including building expertise and reach in the unified communications market and continuing to launch with new vendors and technologies. 

Historically, the Group has successfully used acquisitions to enter new geographical markets and to add both expertise and new product areas. Once acquired and integrated, businesses are supported to grow organically and increase profitable market share. The Group continues to pursue a strong pipeline of opportunities, either self-sourced or, increasingly, through approaches by business owners who wish to join a strong AV focused group.

The Board continues to focus on strengthening the Group's product offering, technical expertise and geographical reach.

 

Acquisitions

 

The Group completed two acquisitions during the first half of 2022.

 

In January 2022, the Group completed the acquisition of a 65% controlling stake in Cooper Projects Limited, the parent company of DVS Limited ("DVS"), a UK based distributor of video security products.

 

Based in Cardiff, DVS is a specialist distributor of CCTV and associated video recording technologies together with complementary technologies, such as access control, intercom, and intruder detection. DVS provides solutions for trade customers throughout the UK, across key verticals including the corporate, retail and residential markets.

 

This acquisition gives the Group access to a significant segment of the AV market in which it had little presence, and which is expected to grow at around 8% per annum for the next five years. 

 

In February 2022, the Group acquired Nimans Limited and its subsidiaries (collectively "Nimans").  Nimans is a UK based specialist distributor of unified communications, telecoms, collaboration and audio visual technologies.

 

The Group continues to grow its unified communications offering and Nimans brings further opportunities to the Group, in terms of skills in new product and technology areas, service offerings to the trade, a large new customer base and new vendor relationships.

 

These acquisitions bring new technologies, customers and vendors and further deliver on the Group's strategy to grow earnings both organically and through selective acquisitions of strong, complementary businesses.

 

In the period, the Group acquired the remaining minority shareholding in Earpro S.A. and Entertainment Equipment Supplies SL, its Spanish audio and lighting businesses. Following the period end, the Group also acquired the remaining minority shareholding in Prase Engineering SpA, its Italian audio specialist.

 

Today, the acquisition pipeline remains healthy and the management team continue to review attractive opportunities in a number of markets and regions.

 

Outlook

 

According to research published by industry trade body AVIXA in July 2022, the global market for AV grew by 11% in 2021 and is expected to grow by a further 10.5% in 2022. The market is expected to have recovered to its 2019 size (pre-covid pandemic) by the end of 2022, from when AVIXA predicts an annualised growth rate of 5.9% to 2027.

 

The Board concurs that the wider AV industry is well positioned for long-term growth and believes that the Group is very well positioned to take advantage of growth opportunities.

 

The Board believes that the Group's markets and business should continue to improve steadily across the remainder of 2022 and into 2023, although there remains a risk of negative impact due to a decline in general economic conditions. Shortages of product appear to be easing somewhat, although ongoing shortages of some critical system components continue to cause difficulties in competing projects.  Order books remain strong and underpin the Board's confidence in the Group's outlook for the current year and beyond.

 

Trading since the end of H1 has been in line with the Board's recently upgraded expectations for the full year, and well ahead of the comparative period.

 

Regional highlights

 


Six months ended






30 June 2022 £m


30

June

2021

£m

Total growth

%

Growth at constant currency

%

Organic growth 
%


Revenue







UK & Ireland

239.3

128.6

86.1%

86.3%

30.6%


EMEA

247.9

210.2

17.9%

20.4%

20.4%


Asia Pacific

25.0

22.2

12.7%

12.2%

12.2%


North America

56.4

29.1

94.0%

81.5%

81.5%


Total Global

568.6

390.1

45.8%

46.2%

27.9%









Gross profit margin







UK & Ireland

15.7%

15.4%

0.3 ppts




EMEA

14.1%

14.5%

(0.4) ppts




Asia Pacific

15.7%

17.7%

(2.0) ppts




North America

14.7%

17.2%

(2.5) ppts




Total Global

14.9%

15.1%

(0.2) ppts











Adjusted operating profit1







UK & Ireland

10.8

4.9

119.0%

119.7%



EMEA

8.7

9.1

(4.0)%

(3.0%)



Asia Pacific

0.2

0.5

(67.7)%

(68.2%)



North America

3.1

1.1

174.0%

156.4%



Group costs

(2.6)

(1.7)





Total Global

20.2

13.9

45.0%

44.5%










Adjusted finance costs

(1.0)

(0.9)





Adjusted profit before tax1

19.2

13.0

47.4%

47.1%





















1 Definitions of the alternative performance measures are set out in Note 2

All percentages referenced in this section are at constant currency unless otherwise stated.

 

UK & Ireland

 

Revenue in the UK & Ireland (UK&I) increased by 86.3% in the period, including the impact of the acquisitions of DVS and Nimans at the beginning of the year. Acquisition integration is proceeding well, reflecting the strong cultural fit. Both businesses are performing strongly and have delivered revenue synergies earlier than expected.

Organic revenue growth was exceptionally strong at 30.6% with the business benefitting from the return to normal working practices following the cessation of pandemic restrictions and further significant market share gains. The market share gains are attributed particularly to the contribution from new vendors launched in the last two years, combined with strong long-term value added partnerships with our customers. 

The gross margin percentage improved by 0.3 ppts compared with H1 2021, reflecting a partial recovery in higher margin markets such as live events, entertainment and hospitality.

Adjusted operating profit increased by 119.7% in the UK&I to £10.8m.

EMEA

 

After an exceptionally strong performance in 2021, EMEA achieved further market share gains with growth of 20.4% to £247.9m in the period. There was good growth across the region with notable performances in the Middle East, as a result of project demand and the benefit of new vendors added in prior periods; in Southern Europe, due to a rebound in demand from corporates and live events; and in Germany, where the education market demand remains high. After two years of unprecedented demand, broadcast solutions revenue returned to normal levels.

Gross margin at 14.1% was below the prior year reflecting both the impact of an increase in the aged inventory provision, due to holding some additional volumes to ensure continuity of supply, and product mix. There were signs of product supply issues beginning to ease during the period, although this continues to have an impact especially with respect to complex/higher margin projects.

Adjusted operating profit in EMEA at £8.7m was broadly in line with the same period in 2021.

Asia Pacific

 

Revenue in Asia Pacific was up 12.2% on the prior year. The region continued to be impacted by COVID-19 restrictions, although these have eased in recent months. Revenue growth was driven by increased sales of displays into the education and corporate markets. We continue to see a higher level of enquiries for larger projects, although ongoing product supply challenges and the delayed market recovery mean that the timing of delivery is uncertain.

The Asia Pacific gross profit margin of 15.7% was 2.0 percentage points below H1 2021, reflecting the less technical product mix.

Adjusted operating profit in Asia Pacific was £0.2m (H1 2021: £0.5m).

North America

 

Trading in North America was very strong, reflecting the strategic focus on its specialist AV business and the benefit of investment in sales capabilities. The Starin business is performing well and has added new brands over the last two years and increased both its customer base and its share of wallet with existing customers. Revenue in North America increased by 81.5% to £56.4m.

The increased scale and focus on core AV activity resulted in gross margins of 14.7% which we understand is ahead of the wider North American market. Gross margins in the prior period benefitted from the release of provisions in respect of aged stock sold in the period.

Adjusted operating profit in North America increased by 156.4% to £3.1m (H1 2021: £1.1m).

Group costs

 

Group costs for the half year were £2.6m (H1 2021: £1.7m). The increase reflects investment in Group IT and security and increased travel expenses.

Operating profit

 

Adjusted operating profit for the period at £20.2m (H1 2021 £13.9m) is stated before the impact of acquisition related expenses of £0.4m (H1 2021: £0.3m), share based payments and associated employer taxes of £2.8m (H1 2021: £2.4m) and amortisation of acquired intangibles of £4.3m (H1 2021: £3.6m). The reported operating profit for the period was £12.7m (H1 2021: £7.6m).

 

Movement in foreign exchange

 

Compared to the prior period Sterling has appreciated against the Euro but depreciated against the US Dollar. These movements have largely offset each other with reported growth at the Group level broadly in line with constant currency growth. Note, the Group makes most of its sales and purchases in local currency; this provides a natural hedge for transactional activity.

 

Finance costs

 

Adjusted finance costs for the period were an expense of £1.0m (H1 2021: £0.9m) and included the benefit of £0.6m of fair value movements on foreign exchange derivatives.

Reported finance costs were £2.3m (H1 2021: £0.5m). The adjustments to finance costs include fair value movements in derivatives and foreign exchange movement on borrowings for acquisitions of (£0.2m) (H1 2021: £1.4m), valuation changes in deferred and contingent considerations of £0.4m (H1 2021: £0.1m), and movements in put option liabilities over non-controlling interests of £1.1m (H1 2021: £1.0m).

Taxation

 

The reported tax charge for the period was £2.8m (H1 2021: £2.5m). The adjusted effective tax rate was 24.9% (H1 2021: 27.8%) calculated based on the adjusted tax charge divided by adjusted profit before tax. The decrease in effective tax rate is attributable to a shift in geographic mix towards lower tax jurisdictions.

Cash flows and net debt

 

The Group had an adjusted net cash outflow from operations before tax of £7.6m for the period (H1 2021: £5.1m). The first half is traditionally more working capital intensive when compared with the full year due to the seasonality of demand, especially in the education sector. Overall working capital levels, as a percentage of annualised revenue, were in line with H1 2021, whilst absolute working capital increased due to the growth in revenue, the impact of acquisitions and some additional inventory holdings to manage product shortage risk and maintain our service levels.  The Board is comfortable that the Group's long-term average annual cash conversion rate (70-80%) remains sustainable.

Adjusted net debt (excluding leases liabilities), was £112.5m at 30 June 2022 (£56.0m at 30 June 2021), equivalent to 2.1x adjusted EBITDA.

The adoption of IFRS 16 in 2019 resulted in an increase in recognised lease liabilities (predominantly for office, showroom and warehouse facilities). Lease liabilities excluded from adjusted net debt totalled £23.0m at 30 June 2022 (£17.2m 30 June 2021). Total net debt was £135.5m at 30 June 2022 (£73.3m at 30 June 2021).

Adjusted net debt was impacted by the net payments totalling £23.5m in respect of the acquisitions and purchase of minority shareholdings in the period.

The Group has access to an £80m revolving credit facility (RCF) which it uses to finance acquisition investments. Other borrowing facilities are to provide working capital financing. There were no significant changes to facilities during the period and as at 30 June 2022, the Group has access to total facilities of over £200m. 

The Group has various instruments to hedge certain exchange rate and interest rate exposures. These include borrowings in Euros to finance European acquisitions and financial instruments to fix part of the Group's interest charges. These instruments are marked to market at the end of each reporting period, with the change in valuation recognised in the income statement. Given any amounts recognised generally arise from market movements and accordingly bear no direct relation to the Group's underlying performance, any gains or losses have been excluded from adjusted profit measures.

Dividend

 

The Board is pleased to declare an interim dividend of 4.5 pence per share (H1 2021: 3.3p), an increase of 36%. This will be paid on 26 October 2022 to those shareholders on the Company's register as at 16 September 2022. The last day to elect for dividend reinvestment ("DRIP") is 3 October 2022.

The Board believes in a progressive dividend policy to reflect the Group's strong earnings and cash flow while maintaining an appropriate level of dividend cover to allow for investment in longer-term growth. The Board anticipates that future dividends will continue to be covered in the range of 2-2.5 times by adjusted earnings per share.

Stephen Fenby

Managing Director

Unaudited consolidated income statement for the 6 months ended 30 June 2022


Note


30

June

2022


30

June

2021


31 December 2021




Unaudited


Unaudited


Audited




£'000


£'000


£'000









Revenue

 


568,566


390,072


855,973

Cost of sales



(483,829)


(331,005)


(724,712)

Gross profit

 


84,737


59,067


131,261









Distribution costs



(52,327)


(37,165)


(80,585)

Administrative expenses



(22,535)


(15,887)


(34,871)

Other operating income



2,784


1,600


5,175

Operating profit

 


12,659


7,615


20,980









Adjusted operating profit



20,187


13,921


34,012

Costs of acquisitions



(377)


(286)


(486)

Share based payments



(2,548)


(2,024)


(4,416)

Employer taxes on share based payments



(252)


(426)


(904)

Amortisation of brands, customer and supplier relationships



(4,351)


(3,570)


(7,226)




12,659


7,615


20,980









Finance income

 


91


48


108

Finance costs

5


(2,386)


(571)


(2,193)

Profit before taxation

 


10,364


7,092


18,895

Taxation



(2,802)


(2,516)


(5,422)

Profit after taxation



7,562


4,576


13,473









Profit for the financial period/year attributable to:

 







The Company's equity shareholders



6,996


4,220


12,429

Non-controlling interests



566


356


1,044




7,562


4,576


13,473

Basic earnings per share

3


7.93p


4.79p


14.11p

Diluted earnings per share

3


7.69p


4.70p


13.76p

 

Unaudited consolidated statement of comprehensive income for 6 months ended 30 June 2022



30

June


30

June


31 December



2022


2021


2021



Unaudited


Unaudited


Audited



£'000


£'000


£'000








Profit for the period/financial year


7,562


4,576


13,473

 







Other comprehensive income







Items that will not be reclassified subsequently to profit or loss:







Actuarial gains and (losses) on retirement benefit obligations


-


-


254

 







Items that will be reclassified subsequently to profit or loss:







Foreign exchange gains/(losses) on consolidation


5,895


(3,835)


(4,710)

Other comprehensive income for the financial period/year, net of tax


5,895


(3,835)


(4,456)








Total comprehensive income for the period/financial year


13,457


741


9,017








Attributable to:







Owners of the Parent Company


12,259


748


8,384

Non-controlling interests


1,198


(7)


633



13,457


741


9,017

 

Unaudited consolidated statement of financial position as at 30 June 2022


Note


30

June


30

June


31 December

 



2022


2021


2021

 



Unaudited


Unaudited


Audited

 



£'000


£'000


£'000

Assets

 







Non-current assets

 







Goodwill



35,430


22,329


21,163

Intangible assets



76,877


53,518


51,972

Right of use assets



20,993


16,239


19,826

Property, plant and equipment



14,636


10,574


11,792

Deferred tax assets



3,571


2,779


2,725




151,507


105,439


107,478

Current assets

 







Inventories



171,446


117,838


125,825

Trade and other receivables



216,792


127,252


124,256

Derivative financial instruments



2,956


7


492

Cash and cash equivalents



17,380


19,884


15,476




408,574


264,981


266,049

Current liabilities

 







Trade and other payables



(231,718)


(137,571)


(142,546)

Derivative financial instruments



-


(391)


-

Put option liabilities over non-controlling interests



(3,042)


(5,518)


(3,863)

Deferred and contingent considerations



(527)


(6,135)


(466)

Borrowings and financial liabilities



(61,145)


(43,267)


(34,053)

Current tax



(3,651)


(2,130)


(2,869)




(300,083)


(195,012)


(183,797)

Net current assets

 


108,491


69,969


82,252

Total assets less current liabilities

 


259,998


175,408


189,730









Non-current liabilities

 







Trade and other payables

 


(1,694)


(1,385)


(1,418)

Put option liabilities over non-controlling interests

 


(12,113)


(4,034)


(4,287)

Deferred and contingent considerations

 


(16,922)


(1,796)


(1,468)

Borrowings and financial liabilities



(91,731)


(49,875)


(60,399)

Deferred tax liabilities



(10,510)


(6,298)


(5,066)

Other provisions



(3,770)


(2,786)


(2,696)




(136,740)


(66,174)


(75,334)

 

 


 

 

 

 

 

Net assets

 


123,258


109,234


114,396

 








Equity

 







Share capital

6


889


887


887

Share premium



67,047


67,047


67,047

Share based payment reserve



10,118


6,340


7,879

Investment in own shares

6


(7)


(7)


(5)

Retained earnings



39,516


34,794


39,078

Translation reserve



3,081


(1,355)


(2,182)

Put option reserve



(13,684)


(8,679)


(7,784)

Capital redemption reserve



50


50


50

Other reserve



150


150


150

Equity attributable to owners of Parent Company



107,160


99,227


105,120

Non-controlling interests



16,098


10,007


9,276

Total equity

 


123,258


109,234


114,396

 

 







Unaudited consolidated statement of changes in equity for 6 months ended 30 June 2022

For the period ended 30 June 2022

 

 

Share
capital

Share premium

Investment in own shares

Retained
earnings

 

Other reserves

Equity attributable to owners of the Parent

Non-controlling interests

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

(note 6 )




(note 7 )




 









Balance at 1 January 2022

887

67,047

(5)

39,078

(1,887)

105,120

9,276

114,396

Profit for the period

-

-

-

6,996

-

6,996

566

7,562

Other comprehensive income

-

-

-

-

5,263

5,263

632

5,895

Total comprehensive income for the year

-

-

-

6,996

5,263

12,259

1,198

13,457

Shares issued (note 6 )

2

-

(2)

-

-

-

-

-

Share based payments

-

-

-

-

2,535

2,535

-

2,535

Deferred tax on share based payments

-

-

-

-

(220)

(220)

-

(220)

Share options exercised

-

-

-

76

(76)

-

-

-

Acquisition of subsidiaries (note 8 )

-

-

-

-

(6,933)

(6,933)

6,933

-

Dividends paid (note 13 )

-

-

-

(6,910)

-

(6,910)

-

(6,910)

Acquisition of non-controlling interest (note 9 )

-

-

-

276

1,033

1,309

(1,309)

-

Balance at 30 June 2022 (unaudited)

889

67,047

(7)

39,516

(285)

107,160

16,098

123,258

 

For the period ended 30 June 2021

 

 

Share
capital

Share premium

Investment in own shares

Retained
earnings

 

Other reserves

Equity attributable to owners of the Parent

Non-controlling interests

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

(note 6 )




(note 7 )




 









Balance at 1 January 2021

886

67,047

(6)

30,436

1,976

100,339

6,148

106,487

Profit for the period

-

-

-

4,220

-

4,220

356

4,576

Other comprehensive income

-

-

-

-

(3,472)

(3,472)

(363)

(3,835)

Total comprehensive income for the year

-

-

-

4,220

(3,472)

748

(7)

741

Shares issued (note 6 )

1

-

(1)

-

-

-

-

-

Share based payments

-

-

-

-

2,024

2,024

-

2,024

Deferred tax on share based payments

-

-

-

-

(18)

(18)

-

(18)

Share options exercised

-

-

-

138

(138)

-

-

-

Acquisition of subsidiaries

-

-

-

-

(3,866)

(3,866)

3,866

-

Balance at 30 June 2021 (unaudited)

887

67,047

(7)

34,794

(3,494)

99,227

10,007

109,234



 

For the year ended 31 December 2021 (audited)

 

 

Share
capital

Share premium

Investment in own shares

Retained
earnings

 

Other reserves

Equity attributable to owners of the Parent

Non-controlling interests

Total

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

(note 6 )




(note 7 )




 









Balance at 1 January 2021

886

67,047

(6)

30,436

1,976

100,339

6,148

106,487

Profit for the year

-

-

-

12,429

-

12,429

1,044

13,473

Other comprehensive income

-

-

-

254

(4,299)

(4,045)

(411)

(4,456)

Total comprehensive income for the year

-

-

-

12,683

(4,299)

8,384

633

9,017

Shares issued (note 6 )

1

-

(1)

-

-

-

-

-

Share based payments

-

-

-

-

4,398

4,398

-

4,398

Deferred tax on share based payments

-

-

-

-

61

61

-

61

Share options exercised

-

-

2

1,051

(1,052)

1

-

1

Acquisition of subsidiaries (note 8 )

-

-

-

-

(3,866)

(3,866)

3,866

-

Dividends paid (note 13 )

-

-

-

(5,568)

-

(5,568)

-

(5,568)

Acquisition of non-controlling interest (note 9 )

-

-

-

476

895

1,371

(1,371)

-

Balance at 31 December 2021

887

67,047

(5)

39,078

(1,887)

105,120

9,276

114,396

 

 

 

 

Unaudited consolidated cashflow statement for 6 months ended 30 June 2022

 



30

June


30

June


31 December

 



2022


2021


2021

 



Unaudited


Unaudited


Audited

 



£'000


£'000


£'000

 

Cash flows from operating activities

 






 

Profit before tax


10,364


7,092


18,895

 

Depreciation


3,429


2,653


5,793

 

Amortisation


4,530


3,697


7,502

 

Gain on disposal of assets


3


356


25

 

Share based payments


2,535


2,024


4,398

 

Foreign exchange losses/(gains)


1,405


(331)


(1,026)

 

Finance income


(91)


(48)


(108)

 

Finance costs


2,386


571


2,193

 

Profit from operations before changes in working capital


24,561


16,014


37,672

 








 

Increase in inventories


(27,293)


(28,718)


(36,496)

 

Increase in trade and other receivables


(68,834)


(15,497)


(12,473)

 

Increase in trade and other payables


65,019


22,794


27,943

 

Cash (outflow)/inflow from operations

 

(6,547)


(5,407)


16,646

 

Income tax paid


(3,714)


(3,307)


(5,151)

 

Net cash (outflow)/inflow from operating activities

 

(10,261)


(8,714)


11,495

 








 

Cash flows from investing activities

 






 

Acquisition of businesses net of cash acquired


(22,372)


(16,134)


(16,836)

 

Purchase of intangible assets


(2,018)


(845)


(2,401)

 

Purchase of plant and equipment


(3,434)


(975)


(3,558)

 

Proceeds on disposal of plant and equipment


27


170


253

 

Interest received


91


48


108

 

Net cash outflow from investing activities

 

(27,706)


(17,736)


(22,435)

 








 

Cash from financing activities

 






 

Proceeds on exercise of share options


-


-


1

 

Deferred and contingent considerations paid


-


(4,999)


(11,265)

 

Acquisition of non-controlling interest


(1,063)


-


(2,055)

 

Dividends paid


(6,910)


-


(5,568)

 

Invoice financing inflows


11,714


14,385


6,261

 

Proceeds from borrowings


32,685


15,977


23,222

 

Repayment of loans


(2,866)


(1,000)


(4,660)

 

Interest paid


(1,713)


(902)


(2,087)

 

Interest on leases


(230)


(152)


(439)

 

Capital element of lease payments


(3,848)


(2,201)


(3,072)

 

Net cash inflow from financing activities

 

27,769


21,108


338

 

 

 






 

Net decrease in cash and cash equivalents


(10,198)


(5,342)


(10,601)








Cash and cash equivalents at beginning of period/year


11,639


23,795


23,795

Effects of exchange rate changes


491


(308)


(1,555)

Cash and cash equivalents at end of period/year

 

1,932


18,145


11,639









 

Comprising:







Cash at bank


17,380


19,884


15,476

Bank overdrafts


(15,448)


(1,739)


(3,837)



1,932


18,145


11,639

 

 

Notes to the interim consolidated financial information

1.  General information

 

The interim financial information for the period to 30 June 2022 is unaudited and does not constitute statutory financial statements within the meaning of Section 434 of the Companies Act 2006.

The interim consolidated financial information does not include all the information required for statutory financial statements in accordance with UK adopted International Accounting Standards ("IAS"), and should therefore be read in conjunction with the consolidated financial statements for the year ended 31 December 2021.

2.  Accounting policies

 

Basis of preparation

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the audited financial statements for the year ended 31 December 2021. The audited financial statements for the year ended 31 December 2021 were prepared in accordance with UK adopted International Accounting Standards ("IAS") in conformity with the requirements of the Companies Act 2006.

The directors have adopted the going concern basis in preparing the financial information. In assessing whether the going concern assumption is appropriate, the directors have taken into account all relevant available information about the foreseeable future. 

The statutory accounts for the year ended 31 December 2021, have been delivered to the Registrar of Companies. The auditors reported on these accounts; their report was unqualified; did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006, and did not include reference to any matters to which the auditor drew attention by way of emphasis.

Use of alternative performance measures

The Group has defined certain measures that it uses to understand and manage performance. These measures are not defined under IAS and they may not be directly comparable with other companies' adjusted measures. These non-GAAP measures are not intended to be a substitute for any IAS measures of performance, but management has included them as they consider them to be key measures used within the business for assessing the underlying performance.

Growth at constant currency: This measure shows the year on year change in performance after eliminating the impact of foreign exchange movement, which is outside of management's control.

Organic growth: This is defined as growth at constant currency growth excluding acquisitions until the first anniversary of their consolidation.

Adjusted operating profit: Adjusted operating profit is disclosed to indicate the Group's underlying profitability. It is defined as profit before acquisition related expenses, share based payments and associated employer taxes and amortisation of brand, customer and supplier relationship intangible assets. Share based payments are adjusted to the provide transparency over the costs.

Adjusted EBITDA: This represents operating profit before acquisition related expenses, share based payments and associated employer taxes, depreciation and amortisation.

Adjusted profit before tax: This is profit before tax adjusted for acquisition related expenses, share based payments and associated employer taxes, amortisation of brand, customer and supplier relationship intangible assets, changes in deferred or contingent considerations and put option liabilities over non-controlling interests, foreign exchange gains or losses on borrowings for acquisitions, fair value movements on derivatives for borrowings, and financing fair value remeasurements.

Adjusted profit after tax: This is profit after tax adjusted for acquisition related expenses, share based payments and associated employer taxes, amortisation of brand, customer and supplier relationship intangible assets, changes in deferred or contingent considerations and put option liabilities over non-controlling interests, foreign exchange gains or losses on borrowings for acquisitions, fair value movements on derivatives for borrowings, and financing fair value remeasurements and the tax thereon.

Adjusted EPS: Adjusted EPS is EPS calculated using the basis of adjusted profit after tax instead of profit after tax after deducting adjustments to profit after tax due to non-controlling interests. 

Adjusted net debt: Net debt is borrowings less cash and cash equivalents. Adjusted net debt excludes leases.

Adjusted net debt:Adjusted EBITDA: This is calculated as per the Group's RCF debt facility covenant and includes the benefit of proforma annualised earnings for acquisitions completed in the last 12 months.

3.  Earnings per share

 

Basic earnings per share is calculated by dividing the profit after tax attributable to equity shareholders of the Company by the weighted average number of shares outstanding during the year. Shares outstanding is the total shares issued less the own shares held in employee benefit trusts. Diluted earnings per share is calculated by dividing the profit after tax attributable to equity shareholders of the Company by the weighted average number of shares in issue during the year adjusted for the effects of all dilutive potential Ordinary Shares.

 

The Group's earnings per share and diluted earnings per share, are as follows:

 


June

2022

December

2021

Profit attributable to equity holders of the Parent Company (£'000)

6,996

4,220

12,429

Weighted average number of shares outstanding

88,224,914

88,032,819

88,101,300

Dilutive (potential dilutive) effect of share options

2,701,745

1,665,248

2,204,110

Weighted average number of ordinary shares for the purposes of diluted earnings per share

90,926,659

89,698,067

90,305,410





Basic earnings per share

7.93p

4.79p

14.11p

Diluted earnings per share

7.69p

4.70p

13.76p

 

4.  Segmental reporting

 

30 June 2022

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 








 

Revenue

239,270

247,882

25,017

56,396

-

568,565

 








 

Gross profit

37,635

34,864

3,932

8,307

-

84,738

 

Gross profit %

15.7%

14.1%

15.7%

14.7%

-

14.9%

 








 

Adjusted operating profit

10,781

8,723

151

3,109

(2,578)

20,186

 








 

Cost of acquisitions

-

-

-

-

(377)

(377)

 

Share based payments

(993)

(811)

(201)

(34)

(508)

(2,548)

 

Employer taxes on share based payments

(83)

(91)

(5)

(2)

(72)

(252)

 

Amortisation of brand, customer and supplier relationships

(1,899)

(1,664)

(139)

(650)

-

(4,351)

 








 

Operating profit

7,806

6,158

(193)

2,423

(3,534)

12,658

 

Net interest expense






(2,295)

 

Profit before tax

 

 

 

 

 

10,363

 

 

Other segmental information



 

June 2022

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 

Segment assets

244,504

234,593

23,714

55,930

1,340

560,081

 

Segment liabilities

(211,363)

(177,710)

(19,351)

(27,561)

(838)

(436,823)

 

Segment net assets

33,141

56,883

4,363

28,369

502

123,528

 

Depreciation

1,313

1,625

256

235

-

3,429

 

Amortisation

1,941

1,695

146

747

-

4,530

 

 








 

Other segmental information

 

 

 

UK

£'000

International

£'000

Total

£'000

 

Non-current assets


67,310

84,197

151,507

 

Deferred tax assets


2,244

1,327

3,571

 

Non-current assets excluding deferred tax


65,066

82,870

147,936

 

 

 

 

 

 

 

 

 

 

30 June 2021

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 








 

Revenue

128,581

210,223

22,194

29,074

-

390,072

 








 

Gross profit

19,747

30,388

3,918

5,014

-

59,067

 

Gross profit %

15.4%

14.5%

17.7%

17.2%

-

15.1%

 








 

Adjusted operating profit

4,923

9,092

468

1,134

(1,696)

13,921

 








 

Cost of acquisitions

-

-

-

-

(286)

(286)

 

Share based payments

(750)

(603)

(171)

(17)

(483)

(2,024)

 

Employer taxes on share based payments

(114)

(185)

(17)

(2)

(107)

(425)

 

Amortisation of brand, customer and supplier relationships

(1,187)

(1,637)

(139)

(608)

-

(3,571)

 








 

Operating profit

2,872

6,667

141

507

(2,572)

7,615

 

Net interest expense






(523)

 

Profit before tax

 

 

 

 

 

7,092

 

 

Other segmental information



 

June 2021

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 

Segment assets

115,838

195,412

20,345

38,070

755

370,420

 

Segment liabilities

(85,421)

(142,512)

(16,624)

(16,039)

(590)

(261,186)

 

Segment net assets

30,417

52,900

3,721

22,031

165

109,234

 

Depreciation

1,035

1,165

295

158

-

2,653

 

Amortisation

1,195

1,680

147

675

-

3,697

 

 








Other segmental information

 

 

UK

£'000

International

£'000

Total

£'000

 

Non-current assets


25,142

80,297

105,439

 

Deferred tax assets


1,319

1,460

2,779

 

Non-current assets excluding deferred tax


23,823

78,837

102,660

 

 

 

 

 

 

 

 

 

 
























 

 

31 December 2021

 

 

UK & Ireland

£'000

EMEA

£'000

Asia

Pacific

£'000

North America

£'000

Other

 

£'000

Total

 

£'000








Revenue

286,060

455,434

45,384

69,094

-

855,972








Gross profit

45,333

67,000

7,958

10,969

-

131,260

Gross profit %

15.8%

14.7%

17.5%

15.9%

-

15.3%








Adjusted operating profit

12,720

21,356

926

4,556

(5,546)

34,012








Costs of acquisitions

-

-

-

-

(486)

(486)

Share based payments

(1,599)

(1,384)

(366)

(45)

(1,022)

(4,416)

Employer taxes on share based payments

(249)

(401)

(33)

(5)

(216)

(904)

Amortisation of brands, customer and supplier relationships

(2,371)

(3,356)

(273)

(1,226)

-

(7,226)








Operating profit

8,501

16,215

254

3,280

(7,270)

20,980

Interest






(2,085)

Profit before tax

 

 

 

 

 

18,895

December 2021

 

 

UK & Ireland

£'000

EMEA

£'000

Asia

Pacific

£'000

North America

£'000

 

Other

 

£'000

Total

 

£'000

Segment assets

106,426

203,066

21,489

41,987

559

373,527

Segment liabilities

(74,564)

(148,943)

(17,357)

(17,454)

(813)

(259,131)

Segment net assets

31,862

54,123

4,132

24,533

(254)

114,396

Depreciation

2,064

2,761

563

405

-

5,793

Amortisation

2,391

3,446

288

1,377

-

7,502

 







 

Other segmental information

 

 

UK

£'000

International

£'000

Total

£'000

 

Non-current assets


25,575

81,903

107,478

 

Deferred tax asset


1,268

1,457

2,725

 

Non-current assets excluding deferred tax


24,307

80,446

104,753

 

















 

5.  Finance costs

 

 

June 2022

 

June 2021

 

December 2021


£'000

 

£'000

 

£'000







Interest on overdraft and invoice discounting

765


414


867

Interest on leases

230


152


439

Interest on loans

740


383


810

Fair value movements on foreign exchange derivatives

(644)


5


77

Other interest costs

2


2


15

Fair value movements on derivatives for borrowings

(1,613)


(589)


(1,244)

Foreign exchange (gains)/losses on borrowings for acquisitions

1,390


(892)


(814)

Interest, foreign exchange and other finance costs of deferred and contingent considerations

382


52


347

Interest, foreign exchange and other finance costs of put option liabilities

1,134


1,044


1,696


2,386


571


2,193

 

6.  Share capital

 

The total allotted share capital of the Parent Company is:

Allotted, issued and fully paid

 

June 2022

 

June 2021

 

December 2021

Classed as equity:

Number

£'000

 

Number

£'000

 

Number

£'000

Issued and fully paid ordinary shares of £0.01 each









Opening balance

88,735,612

887


88,604,712

886


88,604,712

886

Shares issued

144,300

2


130,900

1


130,900

1

Closing balance

88,879,912

889


88,735,612

887


88,735,612

887

 

During the period Midwich Group plc issued 144,300 shares (2021: 130,900) into an employee benefit trust.

 

Own shares held in employee benefit trusts

 

June 2022

 

June 2021

 

December 2021

 

Number

£'000

 

Number

£'000

 

Number

£'000

Issued and fully paid ordinary shares of £0.01 each









Opening balance

518,300

5


593,600

6


593,600

6

Shares issued

144,300

2


130,900

1


130,900

1

Exercise of share options

(18,140)

-


(40,500)

-


(206,200)

(2)

Closing balance

644,460

7


684,000

7


518,300

5

 

A reconciliation of LTIP option movements during the current and comparative period, and the year to 31 December 2021 is as follows:

 

 

Six months to June 2022

 

Six months to June 2021

 

Twelve months to December 2021







Outstanding at 1 January

3,284,374


2,691,676


2,691,676

Granted

1,004,141


89,700


794,700

Lapsed

(43,058)


(13,300)


(61,202)

Exercised

(14,240)


(39,000)


(140,800)

Outstanding at period end

4,231,217


2,729,076


3,284,374

 

A reconciliation of SIP option movements during the current and comparative period, and the year to 31 December 2021 is as follows:

 

 

Six months to June 2022

 

Six months to June 2021

 

Twelve months to December 2021







Outstanding at 1 January

267,900


254,700


254,700

Granted

106,800


111,900


111,900

Lapsed

(8,700)


(11,400)


(33,300)

Exercised

(3,900)


(1,500)


(65,400)

Outstanding at period end

362,100


353,700


267,900

 

7.  Other reserves

 

Movement in other reserves for the year ended 30 June 2022 (Unaudited)

 

 

Share based payment reserve

Translation reserve

Put option reserve

Capital redemption  reserve

Other reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 1 January 2022

7,879

(2,182)

(7,784)

50

150

(1,887)

Other comprehensive income

-

5,263

-

-

-

5,263

Total comprehensive income for the period

-

5,263

-

-

-

5,263

Share based payments

2,535

-

-

-

-

2,535

Deferred tax on share based payments

(220)

-

-

-

-

(220)

Share options exercised

(76)

-

-

-

-

Acquisition of subsidiaries (note 8 )

-

-

(6,933)

-

-

Acquisition of non-controlling interest (note 9 )

-

-

1,033

-

-

Balance at 30 June 2022

10,118

3,081

(13,684)

50

150

(285)

 

Movement in other reserves for the year ended 30 June 2021 (Unaudited)

 

 

Share based payment reserve

Translation reserve

Put option reserve

Capital redemption  reserve

Other reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 1 January 2021

4,472

2,117

(4,813)

50

150

1,976

Other comprehensive income

-

(3,472)

-

-

-

(3,472)

Total comprehensive income for the period

-

(3,472)

-

-

-

(3,472)

Share based payments

2,024

-

-

-

-

2,024

Deferred tax on share based payments

(18)

-

-

-

-

(18)

Share options exercised

(138)

-

-

-

-

(138)

Acquisition of subsidiaries (note 8 )

-

-

(3,866)

-

-

(3,866)

Balance at 30 June 2021

6,340

(1,355)

(8,679)

50

150

(3,494)

Movement in other reserves for the year ended 31 December 2021 (Audited)

 

 

Share based payment reserve

Translation reserve

Put option reserve

Capital redemption  reserve

Other reserve

Total


£'000

£'000

£'000

£'000

£'000

£'000








Balance at 1 January 2021

4,472

2,117

(4,813)

50

150

1,976

Other comprehensive income

-

(4,299)

-

-

-

(4,299)

Total comprehensive income for the year

-

(4,299)

-

-

-

(4,299)

Share based payments

4,398

-

-

-

-

4,398

Deferred tax on share based payments

61

-

-

-

-

61

Share options exercised

(1,052)

-

-

-

-

(1,052)

Acquisition of subsidiary (note 8 )

-

-

(3,866)

-

-

(3,866)

Acquisition of non-controlling interest (note 9 )

-

-

895

-

-

895

Balance at 31 December 2021

7,879

(2,182)

(7,784)

50

150

(1,887)

 

8.  Business combinations

 

Acquisitions were completed by the Group during the current and comparative periods to increase scale, broaden its addressable market and widen the product offering.

 

Subsidiaries acquired

 

Acquisition

Principal activity

Date of acquisition

Proportion acquired (%)

Fair value of consideration

£'000

Cooper Projects Limited (DVS)

Distribution of audio visual products to trade customers

7 January 2022

65%

12,877

Nimans Limited (Nimans)

Distribution of audio visual products to trade customers

7 February 2022

100%

27,271

Nicolas M. Kyvernitis Electronics Ent (NMK)

Distribution of audio visual products to trade customers

1 January 2021

80%

15,463

 

In addition to the above on the 19 April 2021 the Group exchanged a fair value consideration of £8,775k to acquire certain trade and assets of eLink Distribution AG (eLink) a Company registered in Germany.

 

2022 acquisitions

Fair value of consideration transferred 2022


DVS

Nimans


£'000

£'000

Cash

8,580

16,500

Deferred consideration

4,297

10,771

Total

12,877

27,271

 

Acquisition costs of £377k in relation to the acquisitions of DVS and Niman were expensed to the income statement during the period ended 30 June 2022.

 

Fair value of acquisitions 2022

 

DVS

Nimans


£'000

£'000

Non-current assets



Goodwill

5,055

8,388

Intangible assets - brands

1,288

2,950

Intangible assets - customer relationships

799

4,809

Intangible assets - supplier relationships

5,948

8,591

Intangible assets - patents and software

103

-

Plant and equipment

556

2,120


13,749

26,858

 



Current assets



Inventories

6,513

11,815

Trade and other receivables

7,842

15,861

Current tax

-

18

Cash and cash equivalents

643

2,065


14,998

29,759

 



 



Current liabilities



Trade and other payables

(2,298)

(22,308)

Borrowings and financial liabilities

(4,147)

(255)

Current tax

(142)

-

 

(6,587)

(22,563)

 



Non-current liabilities



Borrowings and financial liabilities

(228)

(2,059)

Provisions

(65)

(832)

Deferred tax

(2,057)

(3,892)


(2,350)

(6,783)

 



Non-controlling interests

(6,933)

-

Fair value of net assets acquired attributable to equity shareholders of the Parent Company

12,877

27,271

 

Goodwill acquired in 2022 relates to the workforce, synergies and sales know how. Goodwill arising on both acquisitions has been allocated to the United Kingdom and Ireland segment.

Net cash outflow on acquisition of subsidiaries 2022

 

DVS

Nimans


£'000

£'000

 



Consideration paid in cash

8,580

16,500

Less: cash and cash equivalent balances acquired

(643)

(2,065)

Net cash outflow

7,937

14,435

Plus: borrowings acquired

4,375

2,314

Net debt outflow

12,312

16,749

2021 acquisitions

Fair value of consideration transferred 2021


NMK

eLink


£'000

£'000

Cash

11,350

7,441

Deferred consideration

4,113

-

Contingent consideration

-

1,334

Total

15,463

8,775

 

Acquisition costs of £199k in relation to the acquisition of NMK and £87k in relation to the eLink acquisition of trade and assets were expensed to the income statement during the period ended 30 June 2021.

 

Fair value of acquisitions 2021

 

NMK

eLink


£'000

£'000

Non-current assets



Goodwill

3,768

3,713

Intangible assets - brands

721

172

Intangible assets - customer relationships

1,700

972

Intangible assets - supplier relationships

8,289

2,197

Plant and equipment

77

-


14,555

7,054




Current assets



Inventories

2,325

2,799

Trade and other receivables

4,673

-

Cash and cash equivalents

2,657

-


9,655

2,799

Current liabilities



Trade and other payables

(4,432)

-

 



Non-current liabilities



Provisions

(368)

-

Deferred tax

(81)

(1,078)


(449)

(1,078)

 



Non-controlling interests

(3,866)

-

Fair value of net assets acquired attributable to equity shareholders of the Parent Company

15,463

8,775

 

Goodwill acquired in 2021 relates to the workforce, synergies and sales know how. Goodwill arising on both acquisitions has been allocated to the EMEA segment.

 

Net cash outflow on acquisition of subsidiaries 2021

 

NMK

eLink


£'000

£'000

 



Consideration paid in cash

11,350

7,441

Less: cash and cash equivalent balances acquired

(2,657)

-

Net cash outflow

8,693

7,441

Plus: borrowings acquired

-

-

Net debt outflow

8,693

7,441

 

9.  Acquisition of non-controlling interest

 

During the period the Group acquired the remaining 11.5% non-controlling interest in Earpro SA, which had a value of £1,309k, for a consideration of £1,063k. £1,033k of the put option reserve was transferred to retained earnings when this element of the put option was extinguished.

During 2021 the Group acquired the remaining 35.0% non-controlling interest in Blonde Robot Pty limited, which had a value of £1,371k, for a consideration of £2,055k. £895k of the put option reserve was transferred to retained earnings when this element of the put option was extinguished.

 

10.  Currency impact

The Group reports in Pounds Sterling (GBP) but has significant revenues and costs as well as assets and liabilities that are denominated in Euros (EUR), Dollars (USD) and Australian Dollars (AUD). The table below sets out the exchange rates in the current and prior periods.

 

Six months to 30 June 2022

Six months to 30 June 2021

At 30 June 2022

At 30 June 2021

At 31 December 2021

 

 

Average

Average

 

 

 







EUR/GBP

1.185

1.149

1.162

1.165

1.191

AUD/GBP

1.808

1.806

1.766

1.840

1.859

NZD/GBP

1.959

1.935

1.953

1.978

1.973

USD/GBP

1.297

1.386

1.214

1.382

1.348

CHF/GBP

1.216

1.258

1.163

1.277

1.231

NOK/GBP

11.815

11.772

12.000

11.888

11.893

AED/GBP

4.769

5.089

4.466

5.070

4.971

QAR/GBP

4.726

5.044

4.426

5.025

4.927











 

The following tables illustrate the effect of changes in foreign exchange rates in the EUR, AUD, NZD, USD, CHF, NOK, AED, and QAR relative to the GBP on the profit before tax and net assets. The amounts are calculated retrospectively by applying the current period exchange rates to the prior period results so that the current period exchange rates are applied consistently across both periods. Changing the comparative result illustrates the effect of changes in foreign exchange rates relative to the current period result.

 

 

Applying the current period exchange rates to the results of the prior period has the following effect on the translation of profit before tax and net assets of foreign entities:

 

Profit before tax

 

 

Revised 2021

2021

Impact

Impact

 

 

£'000

£'000

£'000

%

 

 

 

 



EUR


6,850

7,092

(242)

(3.5%)

AUD


7,092

7,092

-

-%

NZD


7,092

7,092

-

-%

USD


7,091

7,092

(1)

-%

CHF


7,072

7,092

(20)

(0.3%)

NOK


7,092

7,092

-

-%

AED


7,152

7,092

60

0.8%

QAR


7,129

7,092

37

0.5%

All currencies


6,926

7,092

(166)

(2.3%)

 

Net assets

 

 

Revised 2021

2021

Impact

Impact

 

 

£'000

£'000

£'000

%

 

 

 

 



EUR


109,378

109,234

144

0.1%

AUD


109,415

109,234

181

0.2%

NZD


109,236

109,234

2

-%

USD


110,281

109,234

1,047

1.0%

CHF


109,178

109,234

(56)

(0.1%)

NOK


109,216

109,234

(18)

-

AED


109,897

109,234

663

0.6%

QAR


109,413

109,234

179

0.2%

All currencies


111,376

109,234

2,142

2.0%

 

11.  Copies of interim report

 

Copies of the interim report are available to the public free of charge from the Company at Vinces Road, Diss, IP22 4YT.

 

12.  Adjustments to reported results

 


Six months ended


30 June 2022

30 June 2021


£000

£000




Operating profit

12,659

7,615

Cost of acquisitions

377

286

Share based payments

2,548

2,024

Employer taxes on share based payments

252

426

Amortisation of brands, customer and supplier relationships

4,351

3,570

Adjusted operating profit

20,187

13,921

Depreciation

3,429

2,653

Amortisation of patents and software

179

127

Adjusted EBITDA

23,795

16,701

(Increase)/decrease in adjusted inventories

(27,293)

(28,718)

(Increase)/decrease in adjusted trade and other receivables

(68,834)

(15,497)

Increase/(decrease) in adjusted trade and other payables

64,754

22,368

Adjusted cash flow from operations

(7,577)

(5,146)

Adjusted EBITDA cash flow conversion

(31.8%)

(30.8%)




Profit before tax

10,364

7,092

Cost of acquisitions

377

286

Share based payments

2,548

2,024

Employer taxes on share based payments

252

426

Amortisation of brands, customer and supplier relationships

4,351

3,570

Derivative fair value and foreign exchange gains and losses on acquisition borrowings

(223)

(1,481)

Finance costs - deferred and contingent considerations

382

52

Finance costs - put option liabilities over non-controlling interests

1,134

1,044

Adjusted profit before tax

19,185

13,013




Profit after tax

7,562

4,576

Cost of acquisitions

377

286

Share based payments

2,548

2,024

Employer taxes on share based payments

252

426

Amortisation of brands, customer and supplier relationships

4,351

3,570

Derivative fair value and foreign exchange gains and losses on acquisition borrowings

(223)

(1,481)

Finance costs - deferred and contingent considerations

382

52

Finance costs - put option liabilities over non-controlling interests

1,134

1,044

Tax impact

(1,979)

(1,105)

Adjusted profit after tax

14,404

9,392




Profit after tax

7,562

4,576

Non-controlling interest (NCI)

(566)

(356)

Profit after tax attributable to equity holders of the Parent Company

6,996

4,220




Adjusted profit after tax

14,404

9,392

Non-controlling interest

(566)

(356)

Share based payments attributable to NCI

(7)

-

Employer taxes on share based payments attributable to NCI

(1)

-

Amortisation of brands, customer and supplier relationships attributable to NCI

(278)

(211)

Tax impact attributable to NCI

48

49

Adjusted profit after tax attributable to equity holders of the Parent Company

13,600

8,874




Weighted average number of ordinary shares

88,224,914

88,032,819

Diluted weighted average number of ordinary shares

90,926,659

89,698,067

 

 

 

Adjusted basic earnings per share

15.42p

10.08p

Adjusted diluted earnings per share

14.96p

9.89p

13.  Dividends

 

During the period the Group declared a final dividend of 7.80 pence per share. (30 June 2021 special dividend: 3.00 pence paid after the period end). After the period end the Group declared an interim dividend for the six months to 30 June 2022 of 4.50 pence (30 June 2021: 3.30 pence) that relates to profits earned over the period.

 

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