Half-year Report
RNS Number : 0578A
CEPS PLC
25 September 2020
25 September 2020
CEPS PLC
(the "Group" or the "Company")
HALF-YEARLY REPORT
The Board is pleased to announce its unaudited half-yearly report for the six months ended 30 June 2020.
CHAIRMAN'S STATEMENT
Review of the period
CEPS came into 2020 in good heart after the painful steps taken in 2019 to put the Group in a positive position. Indeed, the Board were so sure that this was the case that in November 2019 we instructed a third-party corporate research provider to produce research to bring the revitalised CEPS to the attention of potential new shareholders.
However, as we all know, in the six months ended 30 June 2020 we have had to demonstrate resilience under crisis conditions. It is a real achievement that CEPS has traded profitably at the ongoing operating level and that the loss after tax at £161,000 is only marginally worse than the loss in the comparable period last year. It should be noted that the other operating income of £563,000 in the first half of 2020 ("H1") has derived from the Coronavirus Job Retention Scheme and that, without this Government support, CEPS would have made an operating loss of £350,000.
With the arrival of COVID-19 and the introduction of the lockdown we were determined to achieve the following:
To be safe - to keep our employees and customers safe;
To be secure - from a corporate point of view to do everything to protect the Group companies;
To survive - to keep our Group companies ready and able to emerge from, initially the lockdown, and then from the challenges of the evolving economy; and finally
To strengthen - to take the steps necessary to emerge from this with the potential to be better going forward.
This has been a tough time for us all. It has not been easy as we have tried to do what is best for the Company, its staff and customers. Crucially, management anticipated the scale and magnitude of the issues that were coming. Putting that plan in place as the crisis unfolded proved invaluable; it has maintained confidence and enabled the Group's subsidiaries to deliver a satisfactory financial performance whilst preserving the long-term potential of the business.
We are still vigilant, but of course there is no doubt that at some point the World will recover. However, our expectation is that this will be gradual and will take six to twelve months for the UK economy to finally recover. COVID-19 is not going away, and it will continue to disturb society and erode confidence. The UK economy is deeply scarred, with much of that damage yet to manifest itself. We retain the cautious disposition that has served us so well since February 2020 and we remain focused upon looking after staff, customers and cash.
On behalf of all shareholders, I would like to thank all my colleagues at the CEPS Group for what was achieved in the first six months of this year. Each Group company had to adapt its business very quickly. It is only through the phenomenal collective effort across the Group at all levels that this was achieved.
It is also very important to note, and it seems that it could be easily overlooked given all the above, the highly strategically important transaction which took place just before the lockdown where we established a new company, Hickton Group Limited ("HGL"), which acquired 100% of Hickton Holdings Limited ("HHL") and simultaneously acquired 100% of Cook Brown Building Control Limited and 100% of Cook Brown Energy Limited. Following the restructuring, CEPS' equity interest increased from 52.4% of HHL to 54.7% of HGL and its loan stock increased from £615,000 to £2,243,000. HGL, incorporating Cook Brown, is of course a significantly larger company and is now a broader and deeper business. We were also delighted to welcome Matt Brown and James Cook joining Tony Mobbs as part of the senior management team for HGL.
This is the type of transaction that we will target going forward as it will grow the businesses in as low a risk manner as possible, consolidating CEPS' shareholding and enabling the future cash flows in the enlarged Group companies to be repaid to CEPS as part of loan note repayment programmes.
Financial review
Revenue from continuing operations for the six months ended 30 June 2020 declined by an extraordinary 38.1% to £6,299,000 (H1 2019: £10,174,000). This was a creditable result in the circumstances. Naturally, the sales process was hampered by the impact of the COVID-19 crisis as customer behaviour evolved and we all adapted to a changing environment and different ways of doing business.
Pre the exceptional cost in H1 2019 and the exceptional income from the discontinued activities in H1 2020, CEPS was profitable in both periods achieving an operating profit of £213,000 in H1 2020 (H1 2019: £462,000). On an after-tax basis the loss was £161,000 in the first six months of 2020 compared to a loss of £41,000 in the six months ended 30 June 2019. This translated into EPS of (1.22p) (H1 2019: (1.59p)).
The exceptional income on discontinued activities in H1 2020 reflects the accounting treatment of the administration of the CEM group of companies. It will be a joy if we can get through 2021 with only normal activities being reported and the financial performance only reflecting trading from our ongoing trading subsidiaries!
We entered 2020 as a more streamlined business with a significantly reduced cost base. As mentioned earlier, the management teams were proactive in putting in place plans to navigate through the COVID-19 crisis. This enabled us to participate in and gain assistance from many of the "self-help' schemes made available by the UK Government. The access to Government support, internal "self-help" measures and the benefits of the prior year restructuring meant costs were dramatically reduced.
2020 outlook
We have been encouraged by the continued level of engagement of our customers. It is not business as normal, but even those sectors hit hardest in the crisis are returning. We have always retained the ability to operate under social distancing guidelines and continue to operate as effectively as possible.
It remains very difficult to predict the outlook and the exact performance of the businesses. Moreover, the amount that can be claimed under the Coronavirus Job Retention Scheme has reduced since the end of H1 and the scheme is currently due to end on 31 October 2020. It is unlikely that the Group will benefit from this Government support in the second half of 2020 to the same extent as it did in H1. We also recognise the possibility of further regional lockdowns; a national lockdown would not only be disastrous it would simply be stupid. The consistent message we have given is that we do not expect normalisation of trading until perhaps 2022. After prior economic shocks it has taken about 18 to 24 months for confidence to fully return.
The CEPS Group is getting better positioned and we are working on some other initiatives to improve the Group. The events in 2020 have only accelerated the trend to digitalise business and move more activities to an e-commerce model.
Our motivation is not just to be a survivor of this crisis; the ambition is to emerge with better finances, improved operating Group companies and with renewed energy.
David Horner
Chairman
24 September 2020
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
Enquiries
| CEPS PLC David Horner, Chairman | +44 1225 483030 |
| Cairn Financial Advisers LLP James Caithie / Sandy Jamieson / Ludovico Lazzaretti | +44 20 7213 0880 |
| Note | Continuing Operations | Discontinued Operations | Audited | |||
| Unaudited | Unaudited | Unaudited | Unaudited | 12 months | ||
| 6 months to 30 June | 6 months to 30 June | 6 months to 30 June | 6 months to 30 June | to 31 December | ||
| 2020 | 2020 | 2020 | 2019 | 2019 | ||
| £'000 | £'000 | £'000 | £'000 | £'000 | ||
| Revenue | 4 | 6,299 | - | 6,299 | 10,174 | 21,753 |
| Cost of sales | (3,716) | - | (3,716) | (6,593) | (15,588) | |
| Gross profit | 2,583 | - | 2,583 | 3,581 | 6,165 | |
| Administration expenses | (2,933) | - | (2,933) | (3,119) | (6,203) | |
| Other operating income | 563 | - | 563 | - | - | |
| Operating profit/(loss) | 213 | - | 213 | 462 | (38) | |
| Exceptional items | - | 2,555 | 2,555 | (115) | (1,836) | |
| Adjusted operating profit/(loss) | 213 | 2,555 | 2,768 | 347 | (1,874) | |
| Analysis of adjusted operating profit/(loss) | ||||||
| Trading | (96) | - | (96) | 636 | 338 | |
| Exceptional item | 3 | - | 2,555 | 2,555 | (115) | (1,836) |
| Other operating income | 563 | - | 563 | - | - | |
| Group costs | 4 | (254) | - | (254) | (174) | (376) |
| 213 | 2,555 | 2,768 | 347 | (1,874) | ||
| (375) | - | (375) | (197) | (413) | ||
| Net finance costs | 4 | |||||
| (Loss)/profit before tax | (162) | 2,555 | 2,393 | 150 | (2,287) | |
| Taxation | 4 | 1 | - | 1 | (191) | (342) |
| (Loss)/profit for the period | (161) | 2,555 | 2,394 | (41) | (2,629) | |
| Other comprehensive loss | ||||||
| Items that will not be reclassified to profit or loss | - | - | - | - | (99) | |
| Actuarial loss on defined benefit pension plans | ||||||
| Other comprehensive loss for the period, net of tax | - | - | - | - | (99) | |
| Total comprehensive (loss)/income for the period | (161) | 2,555 | 2,394 | (41) | (2,728) | |
| (Loss)/income attributable to: | ||||||
| Owners of the parent | (208) | 2,555 | 2,347 | (270) | (2,696) | |
| Non-controlling interest | 47 | - | 47 | 229 | 67 | |
| (161) | 2,555 | 2,394 | (41) | (2,629) | ||
| Total comprehensive (loss)/income attributable to: | ||||||
| Owners of the parent | (208) | 2,555 | 2,347 | (270) | (2,795) | |
| Non-controlling interest | 47 | - | 47 | 229 | 67 | |
| (161) | 2,555 | 2,394 | (41) | (2,728) | ||
| Earnings per share attributable to owners of the parent during the period | ||||||
| basic and diluted | 5 | (1.22)p | 15.03p | 13.81p | (1.59)p | (15.86p) |
| Note | Unaudited | Unaudited | Audited | |
| as at | as at | as at | ||
| 30 June | 30 June | 31 December | ||
| 2020 | 2019 | 2019 | ||
| £'000 | £'000 | £'000 | ||
| Assets | ||||
| Non-current assets | ||||
| Property, plant and equipment | 860 | 1,293 | 1,099 | |
| Right-of-use assets | 1,150 | 1,478 | 1,072 | |
| Intangible assets | 10,033 | 5,102 | 6,360 | |
| 12,043 | 7,873 | 8,531 | ||
| Current assets | ||||
| Inventories | 2,386 | 2,728 | 2,254 | |
| Trade and other receivables | 2,423 | 4,029 | 3,366 | |
| Cash and cash equivalents (excluding bank overdrafts) | 2,048 | 2,048 | 1,958 | |
| 6,857 | 8,805 | 7,578 | ||
| Total assets | 4 | 18,900 | 16,678 | 16,109 |
| Equity | ||||
| Capital and reserves attributable to owners of the parent | ||||
| Called up share capital | 5, 7 | 1,700 | 1,700 | 1,700 |
| Share premium | 5,841 | 5,841 | 5,841 | |
| Retained earnings | (7,575) | (4,408) | (6,808) | |
| (34) | 3,133 | 733 | ||
| Non-controlling interest in equity | 3,236 | 2,082 | 2,018 | |
| Total equity | 3,202 | 5,215 | 2,751 | |
| Liabilities | ||||
| Non-current liabilities | ||||
| Borrowings | 8,320 | 4,667 | 5,152 | |
| IFRS lease liability | 1,040 | - | 982 | |
| Trade and other payables | 507 | - | - | |
| Deferred tax liability | 216 | 88 | 109 | |
| 10,083 | 4,755 | 6,243 | ||
| Current liabilities | ||||
| Borrowings | 1,260 | 1,082 | 2,174 | |
| IFRS lease liability | 235 | 1,639 | 201 | |
| Trade and other payables | 3,142 | 3,805 | 3,544 | |
| Current tax liabilities | 978 | 182 | 1,196 | |
| 5,615 | 6,708 | 7,115 | ||
| Total liabilities | 15,698 | 11,463 | 13,358 | |
| Total equity and liabilities | 18,900 | 16,678 | 16,109 |
| Note | Unaudited | Unaudited | Audited | |
| 6 months to | 6 months to | 12 months to | ||
| 30 June | 30 June | 31 December | ||
| 2020 | 2019 | 2019 | ||
| £'000 | £'000 | £'000 | ||
| Cash flows from operating activities | ||||
| Profit/(loss) for the financial year | 2,394 | (41) | (2,629) | |
| Adjustments for: | ||||
| Depreciation and amortisation | 312 | 404 | 633 | |
| Impairment of goodwill | - | - | 395 | |
| Write-down of fixed assets | - | - | 229 | |
| Taxation charge | (1) | 191 | 342 | |
| Movement in inventories | (142) | (613) | 172 | |
| Movement in trade and other receivables | (190) | 237 | 928 | |
| Movement in trade and other payables | 476 | (303) | (118) | |
| Corporation tax paid | 27 | - | (341) | |
| Disposal of CEM | (2,555) | - | - | |
| Interest paid | 375 | 197 | 413 | |
| Net cash generated from operating activities | 696 | 72 | 24 | |
| Cash flows from investing activities | ||||
| Interest received | - | - | 28 | |
| Purchase of intangible fixed assets | (229) | - | - | |
| Acquisition of Cook Brown | 2 | (1,870) | - | - |
| Restructuring of Hickton | (1,313) | - | - | |
| Net cash disposed of in CEM | (4) | - | - | |
| Purchase of tangible fixed assets | (359) | (87) | (241) | |
| Acquisition of subsidiary net of cash acquired | - | 28 | (1,790) | |
| Net cash from investing activities | (3,775) | (59) | (2,003) | |
| Cash flows from financing activities | ||||
| Interest paid | (319) | (197) | (310) | |
| Proceeds of borrowings | 3,485 | 623 | 2,885 | |
| Repayment of finance leases | (277) | (96) | (343) | |
| New finance leases | 217 | - | - | |
| Net cash flow from financing activities | 3,106 | 330 | 2,232 | |
| Net increase in cash and cash equivalents | 27 | 343 | 253 | |
| Cash and cash equivalents at the beginning of the period | 1,958 | 1,705 | 1,705 | |
| Cash and cash equivalents at the end of the period | 1,985 | 2,048 | 1,958 | |
| Cash and cash equivalents | ||||
| Cash at bank and in hand | 2,048 | 2,048 | 1,958 | |
| Bank overdrafts repayable on demand | (63) | - | - | |
| 1,985 | 2,048 | 1,958 |
| Share capital | Share premium | Retained earnings | Attributable to owners of the parent | Non-controlling interest | Total equity | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| At 1 January 2019 (audited) | 1,700 | 5,841 | (4,013) | 3,528 | 1,932 | 5,460 |
| (Loss)/profit for the period | - | - | (270) | (270) | 229 | (41) |
| Total comprehensive (loss)/ income for the period | - | - | (270) | (270) | 229 | (41) |
| Acquisition of subsidiary | - | - | - | - | (79) | (79) |
| Opening balance adjustment re IFRS16 | - | - | (125) | (125) | - | (125) |
| At 30 June 2019 (unaudited) | 1,700 | 5,841 | (4,408) | 3,133 | 2,082 | 5,215 |
| Actuarial loss | - | - | (99) | (99) | - | (99) |
| Loss for the period | - | - | (2,301) | (2,301) | (83) | (2,384) |
| Total comprehensive loss for the period | - | - | (2,400) | (2,400) | (83) | (2,483) |
| Acquisition of Milano group | - | - | - | - | 19 | 19 |
| At 31 December 2019 (audited) | 1,700 | 5,841 | (6,808) | 733 | 2,018 | 2,751 |
| Total comprehensive income for the period | - | - | 2,347 | 2,347 | 47 | 2,394 |
| Changes in ownership interest in a subsidiary | - | - | - | - | 45 | 45 |
| Disposal of CEM | - | - | - | - | 1,126 | 1,126 |
| Change in holdings in a subsidiary | - | - | (3,114) | (3,114) | - | (3,114) |
| At 30 June 2020(unaudited) | 1,700 | 5,841 | (7,575) | (34) | 3,236 | 3,202 |
| 2020 £'000 | |
| Property, plant and equipment | 41 |
| Trade and other receivables | 700 |
| Cash and cash equivalents | 623 |
| Trade and other payables | (1,070) |
| Net identifiable assets and liabilities | 294 |
| Fair value of assets acquired | 294 |
| Goodwill | 3,464 |
| Cash consideration transferred | 1,870 |
| Cash acquired | 623 |
| Cash outflow | 1,247 |
| Aford Awards | Davies Odell | Friedman's | Hickton | Continuing operations | Discontinued operations | Total Group | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue | 390 | 885 | 2,149 | 2,875 | 6,299 | - | 6,299 |
| Segmental result (EBITDA) before exceptional costs | 57 | (97) | 304 | 515 | 779 | - | 780 |
| Exceptional item | - | - | - | - | - | 2,555 | 2,555 |
| Segmental result (EBITDA) after exceptional costs | 57 | (97) | 304 | 515 | 779 | 2,555 | 3,335 |
| Right of use depreciation charge | (23) | (17) | (70) | (34) | (144) | - | (144) |
| Depreciation and amortisation charge | (4) | (30) | (102) | (32) | (168) | - | (168) |
| Group costs | (254) | - | (254) | ||||
| Net finance costs | (375) | - | (375) | ||||
| (Loss)/profit before taxation | (162) | 2,555 | 2,393 | ||||
| Taxation | 1 | - | 1 | ||||
| (Loss)/profit for the period | (161) | 2,555 | 2,394 |
| Aford Awards | CEM | Davies Odell | Friedman's | Hickton | Total Group | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue | 1,094 | 2,264 | 1,692 | 2,750 | 2,374 | 10,174 |
| Segmental result (EBITDA) before exceptional costs | 285 | (355) | 49 | 613 | 448 | 1,040 |
| Exceptional item | - | (115) | - | - | - | (115) |
| Segmental result (EBITDA) after exceptional costs | 285 | (470) | 49 | 613 | 448 | 925 |
| Right of use depreciation charge | (42) | (67) | (19) | (47) | (7) | (182) |
| Depreciation and amortisation charge | (3) | (59) | (27) | (122) | (11) | (222) |
| Group costs | (174) | |||||
| Net finance costs | (197) | |||||
| Profit before taxation | 150 | |||||
| Taxation | (191) | |||||
| Loss for the period | (41) |
| Aford Awards | Davies Odell | Friedman's | Hickton | Continuing operations | To be discon-tinued operations CEM | Total Group | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| Revenue | 1,969 | 3,563 | 5,791 | 4,741 | 16,064 | 5,689 | 21,753 |
| Segmental result (EBITDA) before exceptional items | 411 | (27) | 1,244 | 850 | 2,478 | (1,507) | 971 |
| Exceptional item | - | - | - | - | - | (1,836) | (1,836) |
| Segmental result (EBITDA) after exceptional costs | 411 | (27) | 1,244 | 850 | 2,478 | (3,343) | (865) |
| Right of use depreciation charge | (43) | (37) | (102) | (19) | (201) | - | (201) |
| Depreciation and amortisation charge | (9) | (54) | (208) | (12) | (283) | (149) | (432) |
| Group costs | (376) | - | (376) | ||||
| Net finance costs | (341) | (72) | (413) | ||||
| Profit/(loss) before taxation | 1,277 | (3,564) | (2,287) | ||||
| Taxation | (342) | - | (342) | ||||
| Profit/(loss) for the year | 935 | (3,564) | (2,629) |
| Segment assets | Segment liabilities | Segment net assets/(liabilities) | ||||
| 2020 | 2019 | 2020 | 2019 | 2020 | 2019 | |
| £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| CEPS Group | 141 | 299 | (5,370) | (2,371) | (5,229) | (2,072) |
| Aford Awards | 1,717 | 1,815 | (524) | (439) | 1,193 | 1,376 |
| CEM | - | 3,457 | - | (4,208) | - | (751) |
| Davies Odell | 1,260 | 1,567 | (873) | (1,174) | 387 | 393 |
| Friedman's | 7,822 | 6,030 | (2,414) | (1,892) | 5,408 | 4,138 |
| Hickton | 7,960 | 3,510 | (6,517) | (1,379) | 1,443 | 2,131 |
| Total - Group | 18,900 | 16,678 | (15,698) | (11,463) | 3,202 | 5,215 |
| Segment assets | Segment liabilities | Segment net assets/(liabilities) | |
| £'000 | £'000 | £'000 | |
| CEPS Group | 52 | (5,041) | (4,989) |
| Aford Awards | 1,576 | (407) | 1,169 |
| CEM | 1,386 | (3,177) | (1,791) |
| Davies Odell | 1,509 | (964) | 545 |
| Friedman's | 7,923 | (2,490) | 5,433 |
| Hickton | 3,663 | (1,279) | 2,384 |
| Total - Group | 16,109 | (13,358) | 2,751 |
| Group unaudited 30 June 2020 | Group unaudited 30 June 2019 | Group audited 31 December 2019 | |
| £'000 | £'000 | £'000 | |
| Total borrowings | 7,645 | 4,906 | 6,247 |
| Less: cash and cash equivalents | (2,048) | (2,048) | (1,958) |
| Net debt | 5,597 | 2,858 | 4,289 |
| Total equity | 3,202 | 5,215 | 2,751 |
| Gearing ratio | 175% | 55% | 156% |
| Number of shares | Share capital £'000 | Share premium £'000 | Total £'000 | |
| At 1 January 2020 and 30 June 2020 | 17,000,000 | 1,700 | 5,841 | 7,541 |
| Aford Awards (Holdings) Limited £'000 | CEM Teal Limited £' 000 | Davies Odell Limited £'000 | Signature Fabrics Limited £'000 | Hickton Holdings Limited £'000 | |
| Receipt of loan interest | |||||
| - 2020 | 8 | - | 19 | 30 | 64 |
| - 2019 | 19 | 86 | 12 | - | 24 |
| - For the year to 31 December 2019 (audited) | 32 | - | 27 | 15 | 49 |
| Receipt of management charge income | |||||
| - 2020 | 10 | - | 8 | 18 | 6 |
| - 2019 | 10 | - | 8 | 18 | 6 |
| - For the year to 31 December 2019 (audited) | 20 | - | 15 | 35 | 13 |
| Amount owed to the Company | |||||
| - 30 June 2020 | 210 | - | 886 | 1,044 | 2,297 |
| - 30 June 2019 | 405 | 1,325 | 486 | - | 623 |
| - For the year to 31 December 2019 (audited) | 216 | - | 808 | 1,026 | 623 |
| Loans and investments written-off or impaired | |||||
| - 30 June 2020 | - | - | 73 | - | - |
| - 30 June 2019 | - | 2,719 | - | - | - |
| - For the year to 31 December 2019 (audited) | - | 1,955 | 808 | - | - |