Interim Results

Midwich Group PLC
05 September 2023
 

5 September 2023

Midwich Group plc

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

Interim results for the six months ended 30 June 2023

 Strong performance despite market challenges; full year expectations unchanged

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 2023 ("H1 2023").

Statutory financial highlights


Six months ended




30 June 2023

 £m

30 June 2022

 £m

Growth

%


Revenue

610.4

568.6

7.4%







Gross profit

99.6

84.7

17.5%


Gross profit %

16.3%

14.9%

 







Operating profit

18.6

12.7

46.5%







Profit/(loss) before tax

15.6

10.4

50.5%


Profit/(loss) after tax

11.6

7.6

52.9%







Reported EPS - pence

12.14

7.93

53.1%







Adjusted financial highlights


Six months ended




30 June 2023

 £m

30 June 2022

 £m

Growth

%

Growth at constant currency %

Revenue

610.4

568.6

7.4%

5.1%






Gross profit

99.6

84.7

17.5%

15.2%

Gross profit %

16.3%

14.9%

 







Adjusted operating profit1

26.4

20.2

30.9%

27.9%

Adjusted operating profit %

4.3%

3.6%

 

 






Adjusted profit before tax1

21.8

19.2

13.4%

10.5%






Adjusted profit after tax1

16.1

14.4

11.6%







Adjusted EPS - pence1

16.93

15.42

9.8%







Interim dividend per share - pence

5.5

4.5

22.2%


 

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

 

Financial highlights

 

Revenue increased 7.4% (5.1% at constant currency) to £610.4m with organic growth of 2.3%.

Significant improvement in gross margins to 16.3% from 14.9% in the prior year.

Adjusted operating profit growth of 30.9% to £26.4m (H1 2022: £20.2m).

Operating cash conversion at 27% inflow; ahead of Board expectations and reflecting typical seasonal investments in working capital (H1 2022: 32% outflow).

Successful equity placing in June 2023 raised over £50m to support the Group's M&A strategy.

Adjusted net debt of £102.1m at period end with leverage^ at 1.5x following the fundraise and the acquisition of S.F. Marketing, Inc. ("SFM") in Canada.

Interim dividend declared of 5.5 pence per share, an increase of 22% (Interim 2022: 4.5p).

 

Operational highlights

Against a backdrop of continued challenging market conditions in a number of key markets, the Group's diverse product and geographic portfolio resulted in revenue growth of 7.4% and further market share gains with many of the Group's key vendors.

Favourable product mix resulted in significant improvements in gross margins.

In June 2023, the Group acquired SFM, a specialist value-add AV distributor in Canada, adding 1,500 new customers and strengthening relationships with key tier-1 vendors in the audio and visual markets.

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

 

Post period trading and outlook

 

Post the period end, and in line with the stated use of proceeds of the equity issue in June 2023, the Group has completed five acquisitions: Toolfarm.com, Inc and Digital Media Promos, Inc (trading as 76 Media) in the US, HHB Communications Holdings Limited and Pulse Cinemas Holdings Limited in the UK, and Video Digital Soluciones S.L. in Spain. The aggregate cash spent (net of cash acquired) on these transactions was £18m.

With order books remaining healthy despite the broader challenging market conditions, the Board expects the momentum seen in H1 2023 to continue throughout the remainder of the year. As a result, the Board continues to expect trading performance for the full year to be in line with its previous expectations.

 

 

^RCF covenant is 3x Adjusted net debt/adjusted EBITDA. For these purposes Adjusted EBITDA includes proforma EBITDA for acquisitions acquired in the last 12 months.

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

 

"Our performance in H1 2023 was strong, with the Group delivering revenue growth of 7.4% and adjusted operating profit improving by 30.9% compared with H1 2022, despite continued challenging market conditions in a number of key markets. Particularly notable was the significant improvement in our gross profit percentage, moving from 14.9% in H1 2022 to 16.3% in H1 2023 and our adjusted operating profit percentage which increased from 3.6% to 4.3%. Higher interest charges impacted our adjusted profit before tax, which nonetheless still increased by 13.4% to £21.8 million in the period.

 

Slower than expected corporate and education markets were more than compensated for by strength in the live event and entertainment sectors. The change in mix attributable to the significant growth of technical video and audio products resulted in a favourable product margin mix.  

The EMEA region performed particularly well, with strong improvements in organic revenue, gross margin and adjusted operating profit. Although general macro-economic conditions are widely expected to remain challenging over the coming months, the Group continues to be well placed to identify and benefit from organic and inorganic business development opportunities. I believe our demonstrable track record of performing well despite challenging broader economic conditions is a testament to the quality of our business and our ability to grow market share profitably. Furthermore, our order books remain strong and as a result the Board's expectations for the full year remain unchanged."

There will be a meeting and webinar for sell-side analysts and investors at 9:30am today, 5 September 2023, the details of which can be obtained from FTI Consulting: midwich@fticonsulting.com.

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

+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 EMEA, the UK and Ireland, 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 1,800 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 progress in H1 2023, despite continued challenging market and macro-economic conditions in a number of key markets leading to some softness in mainstream product demand. In line with our long-term strategy, we achieved strong sales growth in higher margin technical products, with the result that both gross and operating margins increased significantly and adjusted operating profit increased by 30.9% in the period compared with H1 2022.

 

Maintaining a consistent high service level to our customers and vendors remains a key focus for the Group, so we remain a long-term trusted partner. We continue to work hard to provide exceptional service and have also increased our market share with many of the Group's key vendors in the period. Our focus on developing our offering in the AV market continues to be beneficial for our customers and vendors alike.

 

Working capital management continues to be a key focus for the Group with a positive operating cash flow in the period despite the normal seasonal investment in working capital. We expect operating cash generation for the full year to be in line with our long-term trend of 70-80% of adjusted EBITDA.

Trading performance

Revenue in H1 2023 grew by 7.4% (5.1% on a constant currency basis) to reach £610.4 million. Organic growth was 2.3%. Compared with H1 2022, revenue growth was strong in EMEA (+13.5%) and North America (+23.9%), but declined by 2.2% in the UK & Ireland. Based on independent market data, we believe that the decline in our UK & Ireland revenue is significantly less than the overall market decline in that territory.

The gross margin percentage was 1.4 percentage points higher than in H1 2022, with improvements seen in all territories except North America. The increase was a combination of stronger sales of higher margin product areas - particularly in pro audio where improved availability of product led to increased sales. With product being more readily available, inventory levels have been more stable, and we saw a relatively small change in the aged inventory provision in the period.

Investments in headcount, made primarily in 2022, led to an increase in overheads, although this was more than covered by the improvement in gross profit. As a result, the adjusted operating profit margin improved from 3.6% in H1 2022 to 4.3% in H1 2023.

Products

Overall revenue from the two mainstream product areas (displays and projection) declined by around 4%, with a decrease in display sales being partially offset by an increase in projection revenue.  These mainstream categories now account for an aggregate of 38% of Group revenue as we continue to diversify into specialist areas. The gross margin on mainstream categories increased slightly.

Revenue in the specialist product areas of technical video, audio and lighting grew strongly, with pro audio recording the largest at 52% growth on the prior year. The overall margin on these categories also improved strongly.

As expected, revenues in the broadcast segment fell as the strong demand for home broadcast equipment seen through lockdowns returned to normal levels.

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. We continue to have significant success with the roll out of brand relationships acquired over the last few years, together with the expansion of existing relationships into new territories in EMEA.

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 softer demand in some areas, combined with higher interest rates, have caused some challenges. We continue to use our distribution expertise and value add advice to support our customers through these challenges and to accommodate the needs of the channel.

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, expertise 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.

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 Group has continued to deliver successfully on this strategy, completing six strategically aligned acquisitions to date in 2023 with a strong pipeline of further opportunities.

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

Acquisitions

The Group completed one acquisition during H1 2023.

In June 2023, the Group completed the acquisition of S.F. Marketing, Inc. ("SFM"), a specialist value-add AV distributor based in Canada.

Founded in 1978 and based in Montreal, SFM is a leading value-add distributor of professional AV, with heritage in the professional audio market. It has 146 employees and over 1,500 customers. The business has grown through long standing relationships with tier-1 brands and developing a reputation for offering exceptional levels of service, which remains a key focus of the business's strategy.

SFM is the Group's second investment in the strategically important North American region, following the acquisition of Starin in 2020. SFM also represents Midwich's first physical presence in Canada, which represents 2.6% of the global AV market, with the Canadian market expected to grow at a CAGR of 5.4% over the next 5 years to $11.9bn in 2027. The initial consideration, plus acquired net debt, for SFM was £24.1m.

In July 2023, post the period-end, the Group made five further acquisitions, each of which add expertise and new product areas to existing territories.

Starin, the US arm of the Group, expanded its broadcast technology offering with the acquisitions of Toolfarm.com, Inc and Digital Media Promos, Inc (trading as 76 Media).

Toolfarm.com, distributes video software products and plugins, with a particular focus on 3D and motion graphics, whilst 76 Media is a value-add distributor of high-end video storage and media asset management hardware to the US market.

In the UK&I, the Group completed the acquisition of HHB Communications Holdings Limited ("HHB"), a leading supplier of specialist professional audio equipment, content creation products, and music technology. Founded in 1976 and with 55 employees, HHB has built a name for itself in the broadcasting, media and entertainment market and has supported many notable postproduction facilities, film, gaming, recording studios, and broadcasters with its products used by the likes of Warner Brothers, BBC, Sky and Pinewood Studios.

Representing manufacturers such as RØDE, Genelec, and AVID from its three London locations, HHB joining the Group further develops Midwich's offering in these strategically important markets.

Also in the UK&I, the Group acquired Pulse Cinemas Holdings Limited trading as Pulse Cinemas. Founded in 2003, Pulse Cinemas is a home cinema distributor with an established reputation for delivering beautiful cinema spaces with class-leading luxury brands. Pulse Cinemas enhances the UK&I business' custom installation offering and also brings state-of-the-art home cinema demonstration facilities.

In Spain, Midwich Iberia acquired Video Digital Soluciones S.L. trading as Video Digital. Video Digital is a Barcelona-based distributor of pro AV equipment in Spain and Portugal with a strong position in the broadcast market, working with a range of leading manufacturers, including Blackmagic Design.

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

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

 

Outlook

Despite some softness in the AV market so far in 2023, according to research published by industry trade body AVIXA in July 2023, the global AV market is expected to grow at an annualised rate of 5.8% in the five years to 2028.

The Board concurs that the wider AV industry is well positioned for long-term growth and believes that the Group is very well placed to take advantage of growth opportunities. In particular, the Group's ongoing focus on more specialist areas of the market should help to sustain higher gross margins and drive incremental profit opportunities.

The Board believes that the Group's major markets will remain challenging across the remainder of 2023. However, order books remain steady 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 expectations for the full year.

Regional highlights

 


Six months ended






30 June

2023

 £m

30 June

2022

 £m

Total growth

%

Growth at constant currency

%

Organic growth
%


Revenue







UK & Ireland

234.0

239.3

(2.2%)

(2.3%)

(6.0%)


EMEA

281.3

247.9

13.5%

9.5%

9.5%


Asia Pacific

25.2

25.0

0.9%

2.3%

2.3%


North America

69.9

56.4

23.9%

18.7%

5.4%


Total Global

610.4

568.6

7.4%

5.1%

2.3%









Gross profit margin







UK & Ireland

17.7%

15.7%

2.0 ppts




EMEA

15.5%

14.1%

1.4 ppts




Asia Pacific

17.5%

15.7%

1.8 ppts




North America

14.5%

14.7%

(0.2) ppts




Total Global

16.3%

14.9%

1.4 ppts











Adjusted operating profit1







UK & Ireland

13.9

10.8

29.0%

28.6%



EMEA

12.5

8.7

44.3%

39.0%



Asia Pacific

0.1

0.2

(33.1%)

(21.9%)



North America

3.0

3.1

(4.9%)

(8.7%)



Group costs

(3.1)

(2.6)





Total Global

26.4

20.2

30.9%

27.9%










Adjusted finance costs

(4.6)

(1.0)





Adjusted profit before tax1

21.8

19.2

13.4%

10.5%

 









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

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

 

UK & Ireland

After an exceptionally strong H1 2022, which saw some post Covid-19 expenditure catch up and associated revenue growth of 86.3%, revenue in the UK & Ireland (UK&I) was marginally below the prior year. This reflected a slower market for mainstream products, which is attributed to delayed expenditure by corporate and education end users. Both have been affected by additional cost pressures, whilst the education sector has also been impacted by labour disputes and uncertainty over future wage bills. There was small contribution from the full year effect of acquisitions completed at the start of 2022.

Based on industry data, combined with our own analysis of customer and vendor activity, we believe that we have increased or maintained market share in the UK&I and we remain confident that the pro AV market will continue to grow faster than GDP in the medium term.

The UK&I achieved an exceptional increase in gross profit margin percentage to 17.7% (H1 2022: 15.7%) reflecting positive product mix with further growth in technical products and the continued recovery in higher margin markets such as live events, entertainment and hospitality.

Adjusted operating profit increased by 28.6% (H1 2022: 119.7%) in the UK&I to £13.9m (H1 2022: £10.8m).

EMEA

EMEA achieved further market share gains in the period with growth of 9.5% (H1 2022: 20.4%) to £281.3m (H1 2022: £247.9m). Whilst Germany, EMEA's largest market, experienced similar market softness to that seen in the UK, there was good growth in all other territories with very strong demand for technical solutions, including pro audio and live event solutions, resulting in exceptional growth in Southern Europe and the Middle East.

Gross profit margins improved to 15.5% (H1 2022: 14.1%) as a result of favourable product mix and the benefit of product supply issues now being largely overcome.

Adjusted operating profit in EMEA at £12.5m (H1 2022: £8.7m) was up 39.0% on the prior year due to the combined benefit of revenue growth, the increase in gross margin and operating leverage in our technical businesses.

Asia Pacific

Revenue in Asia Pacific was up 2.3% on the prior year (H1 2022: 12.2%). There was good growth in mainstream product demand, whilst broadcast sales returned to normal after a period of strong demand during the pandemic. Whilst we continue to see a higher level of enquiries for larger projects, this part of the market has yet to return to pre-pandemic levels.

The Asia Pacific gross profit margin of 17.5% was 1.8 percentage points above H1 2022, reflecting increased technical product mix.

Adjusted operating profit in Asia Pacific was £0.1m (H1 2022: £0.2m).

North America

Organic revenue at Starin increased by 5.4% reflecting continue demand for unified communications solutions. Starin continues to deliver gross margins which we understand are ahead of the wider North American market at 14.5% (H1 2022: 14.7%).

Total revenue growth in US dollars was 18.7% (H1 2022: 81.5%) reflecting the initial contribution from the SFM acquisition at the beginning of June 2023, whilst exchange rate benefits increased reported growth to 23.9% (H1 2022: 94.0%). This currency trend is expected to reverse in the second half of the year.

Adjusted operating profit in North America was slighly below the prior year at £3.0m (H1 2022: £3.1m) reflecting further investment in sales and business management staff in order to support future growth.

Group costs

Group costs for the half year were £3.1m (H1 2022: £2.6m). The increase reflects investment in Group support staff and inflation.

Operating profit

Adjusted operating profit for the period at £26.4m (H1 2022 £20.2m) is stated before the impact of acquisition related expenses of £0.3m (H1 2022: £0.4m), share based payments and associated employer taxes of £2.8m (H1 2022: £2.8m) and amortisation of acquired intangibles of £4.8m (H1 2022: £4.3m). The reported operating profit for the period was £18.6m (H1 2022: £12.7m).

 

Movement in foreign exchange

Compared to the prior year, Sterling weakened against the Euro and the US Dollar. These movements increased our reported revenue and adjusted operating profit in H1 by 2.3% and 3.1% respectively. Following a significant devaluation in Sterling in H2 2022 market expectations are for GBP to be stronger in the second half, when compared to the prior year. Based on these expectations the reported current gains in the first half are expected to fully reverse in H2 2023. 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 £4.6m (H1 2022: £1.0m) with the increase reflecting the higher interest rate environment whilst the prior year benefitted from a credit of £0.6m for fair value movements on foreign exchange derivatives.

Reported finance costs were £3.0m (H1 2022: £2.3m). The adjustments to finance costs include fair value movements in derivatives and foreign exchange movement on borrowings for acquisitions of (£1.5m) (H1 2022: (£0.2m)), valuation changes in deferred and contingent considerations of £0.3m (H1 2022: £0.4m), and movements in put option liabilities over non-controlling interests of (£0.4m) (H1 2022: £1.1m).

Taxation

The reported tax charge for the period was £4.0m (H1 2022: £2.8m). The adjusted effective tax rate was 26.1%; (H1 2022: 24.9%) calculated based on the adjusted tax charge divided by adjusted profit before tax. The increase in effective tax rate is attributable to higher tax rates in the UK and the change in geographic mix.

Cash flows and net debt

The Group had an adjusted net cash inflow from operations before tax of £8.2m for the period (H1 2022: £7.6m outflow). 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 consistent with the same period in the prior year. The Board is comfortable that the Group's long-term average annual cash conversion rate (70-80%) remains sustainable.

Gross capital spend on tangible assets was £2.4m (H1 2022: £3.4m) and included investment in rental assets in UK&I. An investment of £5.9m in intangible fixed assets (H1 2022: £2.0m) was predominantly in relation to the Group's new ERP solution.

Adjusted net debt (excluding leases liabilities), was £102.1m at 30 June 2023 (£112.5m at 30 June 2022), equivalent to 1.5x 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 £22.8m at 30 June 2023 (£23.0m 30 June 2022). Total net debt was £124.9m at 30 June 2023 (£135.5m at 30 June 2022).

On the 8th June 2023 the Group successfully completed an equity placing of 11,764,705 shares, together with the completion of a retail offer of 294,233 shares, at a price per share of 425p. The total net proceeds of £50m were used to finance the acquisition of SF Marketing and to repay Group borrowings to provide further headroom to fund other pipeline acquisitions. In the first half, adjusted net debt was impacted by net payments totalling £29.5m (H1 2022: £23.5m) in respect of acquisitions, deferred consideration and the purchase of minority shareholdings in the period.

In January 2023, the Group increased its revolving credit facility to £175m (£80m at 31 December 2022) to finance future acquisitions. This facility is supported by six banks, is for a 4½ year term, and has an adjusted net debt to adjusted EBITDA covenant ratio of 3 times and an adjusted interest cover covenant of 4 times adjusted EBITDA. The EBITDA covenant is calculated on a historical twelve-month basis and includes the full benefit of the prior year's earnings of any businesses acquired. Other borrowing facilities are to provide working capital financing. The Group has access to total facilities of c.£300m.  

The Group has various instruments to hedge certain exchange rate and interest rate exposures. These include borrowing in local currency to finance 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 5.5 pence per share (H1 2022: 4.5p), an increase of 22%. This will be paid on 27th October 2023 to those shareholders on the Company's register as at 22nd September 2023. The last day to elect for dividend reinvestment ("DRIP") is 6th October 2023.

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.

Stephen Fenby

Managing Director

Unaudited consolidated income statement for the 6 months ended 30 June 2023


Note


30 June

2023


30 June

2022


31 December 2022




Unaudited


Unaudited


Audited




£'000


£'000


£'000









Revenue

 


610,442


568,566


1,204,049

Cost of sales



(510,868)


(483,829)


(1,020,335)

Gross profit

 


99,574


84,737


183,714









Distribution costs



(61,126)


(52,327)


(109,042)

Administrative expenses



(23,411)


(22,535)


(45,592)

Other operating income



3,514


2,784


5,973

Operating profit

 


18,551


12,659


35,053









Adjusted operating profit



26,424


20,187


51,108

Costs of acquisitions



(306)


(377)


(435)

Share based payments



(2,385)


(2,548)


(6,031)

Employer taxes on share based payments



(370)


(252)


(176)

Amortisation of brands, customer and supplier relationships



(4,812)


(4,351)


(9,413)




18,551


12,659


35,053









Finance income

 


63


91


95

Finance costs

5


(3,018)


(2,386)


(10,232)

Profit before taxation

 


15,596


10,364


24,916

Taxation



(4,037)


(2,802)


(8,061)

Profit after taxation



11,559


7,562


16,855









Profit for the financial period/year attributable to:

 







The Company's equity shareholders



10,959


6,996


15,293

Non-controlling interests



600


566


1,562




11,559


7,562


16,855

Basic earnings per share

3


12.14p


7.93p


17.32p

Diluted earnings per share

3


11.76p


7.69p


16.74p

 

Unaudited consolidated statement of comprehensive income for 6 months ended 30 June 2023



30 June


30 June


31 December



2023


2022


2022



Unaudited


Unaudited


Audited



£'000


£'000


£'000








Profit for the period/financial year


11,559


7,562


16,855

 







Other comprehensive income







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







Actuarial gains and (losses) on retirement benefit obligations


-


-


588

 







Items that will be reclassified subsequently to profit or loss:







Foreign exchange gains/(losses) on consolidation


(6,307)


5,895


8,282

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


(6,307)


5,895


8,870








Total comprehensive income for the period/financial year


5,252


13,457


25,725








Attributable to:







Owners of the Parent Company


5,015


12,259


23,419

Non-controlling interests


237


1,198


2,306



5,252


13,457


25,725

 

Unaudited consolidated statement of financial position as at 30 June 2023


Note


30 June


30 June


31 December

 



2023


2022


2022

 



Unaudited


Unaudited


Audited

 



£'000


£'000


£'000

Assets

 







Non-current assets

 







Goodwill



38,443


35,430


35,765

Intangible assets



86,095


76,877


76,002

Right of use assets



20,955


20,993


21,559

Property, plant and equipment



15,890


14,636


14,961

Deferred tax assets



3,092


3,571


2,567




164,475


151,507


150,854

Current assets

 







Inventories



168,262


171,446


159,823

Trade and other receivables



236,967


216,792


218,612

Derivative financial instruments



4,033


2,956


4,630

Cash and cash equivalents



20,095


17,380


25,855




429,357


408,574


408,920

Current liabilities

 







Trade and other payables



(220,621)


(231,718)


(225,899)

Derivative financial instruments



(176)


-


(1,483)

Put option liabilities over non-controlling interests



(9,301)


(3,042)


-

Deferred and contingent considerations



(9,642)


(527)


(9,275)

Borrowings and financial liabilities



(65,531)


(61,145)


(44,955)

Current tax



(2,685)


(3,651)


(3,541)




(307,956)


(300,083)


(285,153)

Net current assets

 


121,401


108,491


123,767

Total assets less current liabilities

 


285,876


259,998


274,621









Non-current liabilities

 







Trade and other payables

 


(1,694)


(1,694)


(1,872)

Put option liabilities over non-controlling interests

 


(6,231)


(12,113)


(15,975)

Deferred and contingent considerations

 


-


(16,922)


(8,157)

Borrowings and financial liabilities



(79,481)


(91,731)


(100,324)

Deferred tax liabilities



(12,563)


(10,510)


(10,576)

Other provisions



(3,635)


(3,770)


(3,583)




(103,604)


(136,740)


(140,487)

 

 


 

 

 

 

 

Net assets

 


182,272


123,258


134,134

 








Equity

 







Share capital

6


1,033


889


889

Share premium



116,959


67,047


67,047

Share based payment reserve



10,404


10,118


12,025

Investment in own shares

6


(20)


(7)


(5)

Retained earnings



51,448


39,516


46,023

Translation reserve



(588)


3,081


5,356

Put option reserve



(10,799)


(13,684)


(10,799)

Capital redemption reserve



50


50


50

Other reserve



150


150


150

Equity attributable to owners of Parent Company



168,637


107,160


120,736

Non-controlling interests



13,635


16,098


13,398

Total equity

 


182,272


123,258


134,134

 

 







Unaudited consolidated statement of changes in equity for 6 months ended 30 June 2023

For the period ended 30 June 2023

 

 

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 2023

889

67,047

(5)

46,023

6,782

120,736

13,398

134,134

Profit for the period

-

-

-

10,959

-

10,959

600

11,559

Other comprehensive income

-

-

-

-

(5,944)

(5,944)

(363)

(6,307)

Total comprehensive income for the year

-

-

-

10,959

(5,944)

5,015

237

5,252

Shares issued (note 6)

144

49,912

(23)

-

-

50,033

-

50,033

Share based payments

-

-

-

-

2,357

2,357

-

2,357

Deferred tax on share based payments

-

-

-

-

(124)

(124)

-

(124)

Share options exercised

-

-

8

3,854

(3,854)

8

-

8

Dividends paid (note 14)

-

-

-

(9,388)

-

(9,388)

-

(9,388)

Balance at 30 June 2023 (unaudited)

1,033

116,959

(20)

51,448

(783)

168,637

13,635

182,272

 

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 14)

-

-

-

(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 year ended 31 December 2022 (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 2022

887

67,047

(5)

39,078

(1,887)

105,120

9,276

114,396

Profit for the year

-

-

-

15,293

-

15,293

1,562

16,855

Other comprehensive income

-

-

-

588

7,538

8,126

744

8,870

Total comprehensive income for the year

-

-

-

15,881

7,538

23,419

2,306

25,725

Shares issued (note 6)

2

-

(2)

-

-

-

-

-

Share based payments

-

-

-

-

6,006

6,006

-

6,006

Deferred tax on share based payments

-

-

-

-

(1,093)

(1,093)

-

(1,093)

Share options exercised

-

-

2

766

(767)

1

-

1

Acquisition of subsidiaries (note 8)

-

-

-

-

(6,933)

(6,933)

6,933

-

Dividends paid (note 14)

-

-

-

(10,901)

-

(10,901)

-

(10,901)

Acquisition of non-controlling interest (note 9)

-

-

-

1,199

3,918

5,117

(5,117)

-

Balance at 31 December 2022

889

67,047

(5)

46,023

6,782

120,736

13,398

134,134

 

 

 

Unaudited consolidated cashflow statement for 6 months ended 30 June 2023

 



30 June


30 June


31 December

 



2023


2022


2022

 



Unaudited


Unaudited


Audited

 



£'000


£'000


£'000

 

Cash flows from operating activities

 






 

Profit before tax


15,596


10,364


24,916

 

Depreciation


3,817


3,429


7,039

 

Amortisation


5,067


4,530


9,807

 

(Gain)/loss on disposal of assets


(65)


3


141

 

Share based payments


2,357


2,535


6,006

 

Foreign exchange (gains)/losses


(3,529)


1,405


3,827

 

Finance income


(63)


(91)


(95)

 

Finance costs


3,018


2,386


10,232

 

Profit from operations before changes in working capital


26,198


24,561


61,873

 








 

(Increase)/decrease in inventories


2,353


(27,293)


(15,670)

 

Increase in trade and other receivables


(9,138)


(68,834)


(70,654)

 

Increase/(decrease) in trade and other payables


(15,094)


65,019


59,779

 

Cash inflow/(outflow) from operations

 

4,319


(6,547)


35,328

 

Income tax paid


(6,134)


(3,714)


(9,142)

 

Net cash inflow/(outflow) from operating activities

 

(1,814)


(10,261)


26,186

 








 

Cash flows from investing activities

 






 

Acquisition of businesses net of cash acquired


(20,215)


(22,372)


(22,372)

 

Purchase of intangible assets


(5,945)


(2,018)


(5,760)

 

Purchase of plant and equipment


(2,442)


(3,434)


(5,328)

 

Proceeds on disposal of plant and equipment


226


27


140

 

Interest received


63


91


95

 

Net cash outflow from investing activities

 

(28,313)


(27,706)


(33,225)

 








 

Cash from financing activities

 






 

Gross proceeds on issue of shares


51,250


-


-

 

Costs associated with shares issued


(1,217)


-


-

 

Proceeds on exercise of share options


8


-


1

 

Deferred and contingent considerations paid


(9,300)


-


(198)

 

Acquisition of non-controlling interest


-


(1,063)


(3,974)

 

Dividends paid


(9,388)


(6,910)


(10,901)

 

Invoice financing inflows


2,948


11,714


14,282

 

Proceeds from borrowings


1,525


32,685


31,304

 

Repayment of loans


(16,436)


(2,866)


(4,947)

 

Interest paid


(4,240)


(1,713)


(5,217)

 

Interest on leases


(419)


(230)


(602)

 

Capital element of lease payments


(2,235)


(3,848)


(4,126)

 

Net cash inflow from financing activities

 

12,496


27,769


15,622

 

 

 






 

Net decrease in cash and cash equivalents


(17,632)


(10,198)


8,583








Cash and cash equivalents at beginning of period/year


20,938


11,639


11,639

Effects of exchange rate changes


(409)


491


716

Cash and cash equivalents at end of period/year

 

2,897


1,932


20,938

 

 

Notes to the interim consolidated financial information

1.    General information

 

The interim financial information for the period to 30 June 2023 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 2022.

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 2022. The audited financial statements for the year ended 31 December 2022 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 2022, 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

2023

June

2022

December

2022

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

10,959

6,996

15,293

Weighted average number of shares outstanding

90,242,805

88,224,914

88,299,098

Dilutive (potential dilutive) effect of share options

2,974,694

2,701,810

3,064,305

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

93,217,499

90,926,724

91,363,403





Basic earnings per share

12.14p

7.93p

17.32p

Diluted earnings per share

11.76p

7.69p

16.74p


 

 

 

4.    Segmental reporting

 

 

30 June 2023

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 








 

Revenue

234,022

281,284

25,252

69,884

-

610,442

 








 

Gross profit

41,450

43,580

4,427

10,117

-

99,574

 

Gross profit %

17.7%

15.5%

17.5%

14.5%

-

16.3%

 








 

Adjusted operating profit

13,909

12,583

101

2,957

(3,126)

26,424

 








 

Cost of acquisitions

-

-

-

-

(306)

(306)

 

Share based payments

(947)

(733)

(158)

(48)

(499)

(2,385)

 

Employer taxes on share based payments

(112)

(168)

(12)

(5)

(74)

(371)

 

Amortisation of brand, customer and supplier relationships

(2,142)

(1,780)

(136)

(753)

-

(4,812)

 








 

Operating profit

10,708

9,902

(205)

2,151

(4,005)

18,550

 

Net interest expense






(2,955)

 

Profit before tax

 

 

 

 

 

15,595

 

 

Other segmental information



 

June 2023

 

 

UK & Ireland

£'000

EMEA

£'000

Asia
Pacific

£'000

North America £'000

Other

 

£'000

Total

 

£'000

 

Segment assets

246,154

241,682

23,532

81,069

1,395

593,832

 

Segment liabilities

(187,844)

(170,034)

(19,600)

(32,691)

(1,391)

(411,560)

 

Segment net assets

58,310

71,648

3,932

48,378

4

182,272

 

Depreciation

1,501

1,665

275

375

-

3,817

 

Amortisation

2,248

1,812

144

863

-

5,067

 

 








Other segmental information

 

 

 

UK

£'000

International

£'000

Total

£'000

 

Non-current assets


73,239

91,236

164,475

 

Deferred tax assets


1,806

1,286

3,092

 

Non-current assets excluding deferred tax


71,433

89,950

161,383

 

 

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

 

 

31 December 2022

 

 

UK & Ireland

£'000

EMEA

£'000

Asia

Pacific

£'000

North America

£'000

Other

 

£'000

Total

 

£'000








Revenue

492,203

534,962

53,763

123,121

-

1,204,049








Gross profit

79,104

78,014

9,312

17,284

-

183,714

Gross profit %

16.1%

14.6%

17.3%

14.0%

-

15.3%








Adjusted operating profit

26,500

22,718

1,378

6,437

(5,925)

51,108








Costs of acquisitions

-

-

-

-

(435)

(435)

Share based payments

(2,260)

(1,911)

(469)

(96)

(1,295)

(6,031)

Employer taxes on share based payments

(56)

(57)

3

(4)

(62)

(176)

Amortisation of brands, customer and supplier relationships

(4,201)

(3,566)

(282)

(1,364)

-

(9,413)








Operating profit

19,983

17,184

630

4,973

(7,717)

35,053

Interest






(10,137)

Profit before tax

 

 

 

 

 

24,916

December 2022

 

 

UK & Ireland

£'000

EMEA

£'000

Asia

Pacific

£'000

North America

£'000

 

Other

 

£'000

Total

 

£'000

Segment assets

235,716

245,321

27,024

51,002

711

559,774

Segment liabilities

(196,934)

(187,802)

(19,013)

(20,985)

(906)

(425,640)

Segment net assets

38,782

57,519

8,011

30,017

(195)

134,134

Depreciation

2,731

3,294

443

571

-

7,039

Amortisation

4,290

3,652

297

1,568

-

9,807

 







 

Other segmental information

 

 

UK

£'000

International

£'000

Total

£'000

 

Non-current assets


68,547

82,307

150,854

 

Deferred tax asset


1,051

1,516

2,567

 

Non-current assets excluding deferred tax


67,496

80,791

148,287

 

 

5.    Finance costs

 

 

June 2023

 

June 2022

 

December 2022


£'000

 

£'000

 

£'000







Interest on overdraft and invoice discounting

1,413


765


2,221

Interest on leases

419


230


602

Interest on loans

2,756


740


2,470

Fair value movements on foreign exchange derivatives

141


(644)


733

Other interest costs

2


2


26

Fair value movements on derivatives for borrowings

(763)


(1,613)


(2,888)

Foreign exchange (gains)/losses on borrowings for acquisitions

(751)


1,390


1,694

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

243


382


508


3,018


2,386


10,232

 

6.    Share capital

 

The total allotted share capital of the Parent Company is:

Allotted, issued and fully paid

 

June 2023

 

June 2022

 

December 2022

Classed as equity:

Number

£'000

 

Number

£'000

 

Number

£'000

Issued and fully paid ordinary shares of £0.01 each









Opening balance

88,879,912

889


88,735,612

887


88,735,612

887

Shares issued

14,371,414

144


144,300

2


144,300

2

Closing balance

103,251,326

1,033


88,879,912

889


88,879,912

889

 

During the period Midwich Group plc issued 2,312,476 shares (2022: 144,300) into an employee benefit trust and 12,058,938 shares for total proceeds less issue cost of £50,033k.

 

Own shares held in employee benefit trusts

 

June 2023

 

June 2022

 

December 2022

 

Number

£'000

 

Number

£'000

 

Number

£'000

Issued and fully paid ordinary shares of £0.01 each









Opening balance

501,460

5


518,300

5


518,300

5

Shares issued

2,312,476

23


144,300

2


144,300

2

Exercise of share options

(833,092)

(8)


(18,140)

-


(161,140)

(2)

Closing balance

1,980,844

20


644,460

7


501,460

5

 

A reconciliation of LTIP option movements during the current and comparative period, and the year to 31 December 2022 is as follows:

 

 

Six months to June 2023

 

Six months to June 2022

 

Twelve months to December 2022







Outstanding at 1 January

4,115,317


3,284,374


3,284,374

Granted

-


1,004,141


1,004,141

Lapsed

(10,200)


(43,058)


(89,458)

Exercised

(827,992)


(14,240)


(83,740)

Outstanding at period end

3,277,125


4,231,217


4,115,317

 

A reconciliation of SIP option movements during the current and comparative period, and the year to 31 December 2022 is as follows:

 

 

Six months to June 2023

 

Six months to June 2022

 

Twelve months to December 2022







Outstanding at 1 January

280,800


267,900


267,900

Granted

111,300


106,800


106,800

Lapsed

(3,300)


(8,700)


(16,500)

Exercised

(5,100)


(3,900)


(77,400)

Outstanding at period end

383,700


362,100


280,800

 

7.    Other reserves

 

Movement in other reserves for the year ended 30 June 2023 (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 2023

12,025

(10,799)

50

150

6,782

Other comprehensive income

-

(5,944)

-

-

-

(5,944)

Total comprehensive income for the period

-

(5,944)

-

-

-

(5,944)

Share based payments

2,357

-

-

-

-

2,357

Deferred tax on share based payments

(124)

-

-

-

-

(124)

Share options exercised

(3,854)

-

-

-

-

(3,854)

Balance at 30 June 2023

10,404

(588)

(10,799)

50

150

(783)

 

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

(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)

-

-

-

-

(76)

Acquisition of subsidiaries (note 8)

-

-

(6,933)

-

-

(6,933)

Acquisition of non-controlling interest (note 9)

-

-

1,033

-

-

1,033

Balance at 30 June 2022

10,118

3,081

(13,684)

50

150

(285)

 

Movement in other reserves for the year ended 31 December 2022 (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 2022

7,879

(2,182)

(7,784)

50

150

(1,887)

Other comprehensive income

-

7,538

-

-

-

7,538

Total comprehensive income for the year

-

7,538

-

-

-

7,538

Share based payments

6,006

-

-

-

-

6,006

Deferred tax on share based payments

(1,093)

-

-

-

-

(1,093)

Share options exercised

(767)

-

-

-

-

(767)

Acquisition of subsidiary (note 8)

-

-

(6,933)

-

-

(6,933)

Acquisition of non-controlling interest (note 9)

-

-

3,918

-

-

3,918

Balance at 31 December 2022

12,025

5,356

(10,799)

50

150

6,782

 

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

SF Marketing Inc (SFM)

Distribution of audio visual products to trade customers

7 June 2023

100%

20,983

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

 

2023 acquisitions

Fair value of consideration transferred 2023


SFM


£'000

Cash

19,633

Deferred consideration

1,350

Total

20,983

 

Acquisition costs of £306k in relation to the acquisitions of SFM and other acquisitions not completed by the period end were expensed to the income statement during the period ended 30 June 2023.

 

Fair value of acquisitions 2023

 

SFM


£'000

Non-current assets


Goodwill

3,569

Intangible assets - brands

1,686

Intangible assets - customer relationships

2,486

Intangible assets - supplier relationships

6,901

Intangible assets - patents and software

284

Right of use assets

972

Plant and equipment

686

Deferred tax

411


16,995

Current assets


Inventories

10,792

Trade and other receivables

9,217

Derivative financial instruments

21

Cash and cash equivalents

118


20,148

Current liabilities


Trade and other payables

(9,690)

Borrowings and financial liabilities

(700)

 

(10,390)

Non-current liabilities


Borrowings and financial liabilities

(2,781)

Deferred tax

(2,989)


(5,770)

 


Non-controlling interests

-

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

20,983

 

Goodwill acquired in 2023 relates to the workforce, synergies and sales know how. Goodwill arising on the SFM acquisition has been allocated to the North America segment.

 

Net cash outflow on acquisition of subsidiaries 2023

 

SFM


£'000

 


Consideration paid in cash

19,633

Plus: cash and cash equivalent overdraft balances acquired

582

Net cash outflow

20,215

Plus: borrowings acquired

3,841

Net debt outflow

24,056

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

-

Right of use assets

314

1,610

Property, plant and equipment

242

510


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

 

9.    Acquisition of non-controlling interest

 

During the period to 30 June 2022 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 the remainder of 2022 the Group acquired the remaining 20.0% non-controlling interest in Prase Engineering SpA, which had a value of £3,808k, for a consideration of £2,912k. £2,885k 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 2023

Six months to 30 June 2022

At 30 June 2023

At 30 June 2022

At 31 December 2022

 

 

Average

Average

 

 

 







EUR/GBP

1.144

1.185

1.165

1.162

1.128

AUD/GBP

1.841

1.808

1.910

1.766

1.771

NZD/GBP

1.987

1.959

2.075

1.953

1.897

USD/GBP

1.236

1.297

1.271

1.214

1.204

CHF/GBP

1.128

1.216

1.137

1.163

1.111

NOK/GBP

12.925

11.815

13.619

12.000

11.846

AED/GBP

4.540

4.769

4.667

4.466

4.435

QAR/GBP

4.500

4.726

4.626

4.426

4.396

 

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 2022

2022

Impact

Impact

 

 

£'000

£'000

£'000

%

 

 

 

 



EUR


10,628

10,364

264

2.5%

AUD


10,366

10,364

2

-%

NZD


10,366

10,364

2

-%

USD


10,463

10,364

99

1.0%

CHF


10,353

10,364

(11)

(0.1%)

NOK


10,356

10,364

(8)

(0.1%)

AED


10,464

10,364

100

1.0%

QAR


10,358

10,364

(6)

(0.1%)

All currencies


10,806

10,364

442

4.3%

 

Net assets

 

 

Revised 2022

2022

Impact

Impact

 

 

£'000

£'000

£'000

%

 

 

 

 



EUR


123,061

123,258

(197)

(0.2%)

AUD


123,066

123,258

(192)

(0.2%)

NZD


123,249

123,258

(9)

-%

USD


122,684

123,258

(574)

(0.5%)

CHF


123,249

123,258

(9)

-

NOK


122,989

123,258

(269)

(0.2%)

AED


122,825

123,258

(433)

(0.4%)

QAR


123,170

123,258

(88)

(0.1%)

All currencies


121,487

123,258

(1,771)

(1.4%)

 

11.  Events after the reporting date

 

On 5 July 2023 the Group acquired 100% of Toolfarm.com Inc based in the United States of America. The business specialises in the distribution of video editing software. The consideration is comprised of an initial payment of $6,430k.  

In addition to the acquisition of Toolfarm Inc the Group also acquired 100% of Digital Media Promos Inc on 5 July 2023. The Company is also based in the United States of America. The business specialises in the distribution of broadcast products. The initial consideration is $968k with a contingent consideration of up to a maximum of $1,500k based on performance payable in 2026.

On 12 July 2023 the Group acquired 100% of the HHB Communications Holdings Limited group of companies based in the United Kingdom. The business specialises in the distribution of professional audio products. The initial consideration is £13.1m with a contingent consideration based on performance of up to £10.5m payable in instalments due in 2024 and 2025.

On 21 July 2023 the Group acquired 100% of Video Soluciones SL and Video Digital Import SL, companies based in Spain. The business specialises in the distribution of broadcast products. The initial consideration is €700k with deferred consideration of €500k payable in 2024 and contingent considerations of up to a maximum of €600k based on performance payable in 2026.

On 21 July 2023 the Group made an investment of £275k to acquire 30% of Dry Hire Lighting Limited. The Group holds a put option to sell the investment to other private investors of Dry Hire Lighting Limited and the investors hold a call option to purchase the investment from the Group.

On 31 July 2023 the Group acquired 100% of the Pulse Cinemas Holdings Limited group of companies based in the United Kingdom. The business specialises in the distribution of home cinema products. The initial consideration is £1,282k with deferred consideration of £200k payable in 2024 and contingent considerations of up to a maximum of £1,000k based on performance payable in 2026.

12.  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.

 

13.  Adjustments to reported results

 


Six months ended


30 June 2023

30 June 2022


£000

£000




Operating profit

18,551

12,659

Cost of acquisitions

306

377

Share based payments

2,385

2,548

Employer taxes on share based payments

370

252

Amortisation of brands, customer and supplier relationships

4,812

4,351

Adjusted operating profit

26,424

20,187

Depreciation

3,817

3,429

Amortisation of patents and software

255

179

Adjusted EBITDA

30,496

23,795

(Increase)/decrease in adjusted inventories

2,353

(27,293)

(Increase)/decrease in adjusted trade and other receivables

(9,138)

(68,834)

Increase/(decrease) in adjusted trade and other payables

(15,492)

64,754

Adjusted cash flow from operations

8,219

(7,577)

Adjusted EBITDA cash flow conversion

27.0%

(31.8%)




Profit before tax

15,596

10,364

Cost of acquisitions

306

377

Share based payments

2,385

2,548

Employer taxes on share based payments

370

252

Amortisation of brands, customer and supplier relationships

4,812

4,351

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

(1,514)

(223)

Finance costs - deferred and contingent considerations

243

382

Finance costs - put option liabilities over non-controlling interests

(443)

1,134

Adjusted profit before tax

21,755

19,185




Profit after tax

11,559

7,562

Cost of acquisitions

306

377

Share based payments

2,385

2,548

Employer taxes on share based payments

370

252

Amortisation of brands, customer and supplier relationships

4,812

4,351

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

(1,514)

(223)

Finance costs - deferred and contingent considerations

243

382

Finance costs - put option liabilities over non-controlling interests

(443)

1,134

Tax impact

(1,636)

(1,979)

Adjusted profit after tax

16,082

14,404




Profit after tax

11,559

7,562

Non-controlling interest (NCI)

(600)

(566)

Profit after tax attributable to equity holders of the Parent Company

10,959

6,996




Adjusted profit after tax

16,082

14,404

Non-controlling interest

(600)

(566)

Share based payments attributable to NCI

(7)

(7)

Employer taxes on share based payments attributable to NCI

-

(1)

Amortisation of brands, customer and supplier relationships attributable to NCI

(243)

(278)

Tax impact attributable to NCI

45

48

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

15,277

13,600




Weighted average number of ordinary shares

90,242,805

88,224,914

Diluted weighted average number of ordinary shares

93,217,499

90,926,724

 

 

 

Adjusted basic earnings per share

16.93p

15.42p

Adjusted diluted earnings per share

16.39p

14.96p

 

 

 

14.  Dividends

 

During the period the Group declared a final dividend of 10.50 pence per share. (30 June 2022: 7.80 pence per share). After the period end the Group declared an interim dividend for the six months to 30 June 2023 of 5.50 pence (30 June 2022: 4.50 pence per share) that relates to profits earned over the period.

 

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