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REG - CMO Group PLC - Interim Results

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RNS Number : 2572B  CMO Group PLC  30 September 2022

CMO Group Plc

("CMO" or "the Group")

 Interim Results for the six months ended 30 June 2022 (unaudited)

Continued sales growth and strategic expansion

CMO Group PLC, the UK's largest online-only retailer of building materials,
today announces its Interim results for the 6 months to 30 June 2022.

During the period, despite a challenging market backdrop, the Group continued
to make progress against its previously stated strategic goal; to provide
customers with everything they need to build or maintain a home, through a
simple, convenient, and supported shopping experience. The Group grew sales in
the period under review and sales growth has accelerated since the beginning
of H2.

Financial highlights

 ·           H1 revenue increased by 10% to £41.9m despite ongoing macro pressures
 ·           Online superstores LFL sales* of 5% (two-year LFL 29%) and Total Tiles LFL at
             -10% (two-year versus pre-acquisition 17%)
 ·           Gross profit increased to £8.5m (H1 2021: £7.4m)
 ·           Adjusted EBITDA** reduced to £1.3m (H1 2021: £2.0m)
 ·           Profit before tax reduced to £0.4m (H1 2021: £0.5m)
 ·           Strong financial position: Net cash of £2.7m  together with fund available
             in the RCF facility provides more than sufficient headroom for continued rapid
             progress (H1 net debt 2021: -£9.1m)

 

*Excludes carriage

**Adjusted EBITDA is earnings before interest, tax, depreciation,
amortisation, share option expense, acquisition costs and exceptional items
and stated on an IFRS basis.

Operational highlights

 ·           Acquisition of Clickbasin.co.uk driving further expansion into c£800m online
             plumbing and heating category. JTM Plumbing, acquired in October 2021, has
             performed in line with expectations and will be integrated into
             Plumbingsuperstore.co.uk this year
 ·           Average order value and conversion rates grew by over 20%
 ·           Marketing costs remain in line with expectations
 ·           Over 44% of orders from repeat customers
 ·           Marketable database grew by 24%

 

Current trading

 ·           Encouraging progress in the first two months of the second half.  Sales
             growth accelerated with total sales growth of 13.3% and LFL growth of 2.7% (5%
             for CMO Superstores and improvement to -3% at Total Tiles against strong prior
             period comparatives).

Dean Murray, CEO of CMO Group PLC said:

"We are pleased that despite a more challenging marketplace CMO continues to
see positive customer demand driving further sales growth which has
accelerated since July and the delivery of the strategic objectives set out at
the time of the IPO. CMO's uniquely broad product range, dropship model and
value proposition remain compelling to a customer base that is more and more
value and digitally expectant.

The Board remains mindful of the potential for broader macro-economic impact
and will act swiftly to mitigate challenges and is focused on maintaining
margins and generating cash. We are confident that the Group's business plan,
flexibility and high levels of customer service leave the Group well
positioned for growth.

 

As we enter the second half of the year, we remain vigilant to the market
volatility, but continue to see positive sales growth and an improving trend
in product margins and we remain confident of our strategic objective of
disrupting and digitalising the building materials market.

30 September 2022

 Enquiries:
 CMO Group PLC                                             Via Instinctif
 Dean Murray, CEO
 Jonathan Lamb, CFO

 Liberum Capital Limited (Nominated Adviser & Broker)      Tel: +44 20 3100 2000
 Andrew Godber
 Lauren Kettle
 Cara Murphy

 Instinctif Partners
 Justine Warren                                            Tel: +44 20 7457 2010
 Matthew Smallwood                                         Tel: +44 20 7457 2005

 

CMO Group PLC

Interim Results Statement for the six months ended to 30 June 2022

The Group seeks to revolutionise and modernise the experience of homeowners
and tradespeople providing customers with everything they need to build or
maintain a home, through a simple, convenient, and supported journey. Despite
the more challenging economic backdrop during the period, the Group has
delivered strong sales growth achieving further progress against all previous
comparative periods and developed both strategically and operationally.

The Group's success has been built through having a differentiated model and
by disrupting and digitalising the traditional £27bn marketplace, as the UK's
leading online only retailer of building materials. Through the Group's
e-commerce platform which offers over 100,000 products (many more and much
broader choice than a traditional builder's merchant), direct delivery from
the manufacturer (dropship model) and competitive pricing, which is not
hampered by traditional pricing models, together with a high-quality
interactive hybrid service and negative working capital, the Group continues
to grow sales and capture the next generation of tradespeople and DIYers who
are digitally native.

Results

The Group delivered strong revenue growth of 10% for the six months to
30 June 2022. One-year LFL* sales of 2% (Superstores at 5% and Total Tiles
-10%) against particularly strong comparatives. Two-year LFL sales growth
was 29%, and on a three-year basis the Group has delivered revenue growth of
over 85% and a 39% increase in market share to just under 1% accentuating the
enormous growth opportunity. There was particularly strong performance in Door
Superstore (+24% LFL) and our dedicated Trade vertical which saw growth of 45%
LFL

Gross profit was £8.5m (20.3%) for the first half, an increase of c.1%
compared to H1 2021 £7.4m (19.4%). As previously reported during Q2 the Group
experienced a number of short-term pressures on margins, in common with the
industry overall. These included higher carriage costs and increased energy
costs, albeit the latter is a relatively small cost overall for the business.
Commodity cost inflation continued during the period and was particularly
apparent in energy rich products such as tiles. We continue to pass through
these costs while maintaining gross margin and managing our competitive
position.

 

Pleasingly, other important metrics have continued to improve, such as
customer conversion (CVR) and Average Order Value (AOV) both up 20% during the
period on a LFL basis (excluding JTM). Marketing spend has remained in-line
with budgeted expectations.

 

Adjusted EBITDA was £1.3 million compared to £2m for H1 2021 driven by
increased overhead costs including those attributable to the acquired
businesses and PLC status.

 

The flexibility and agility of our model, where each transaction is
profitable, meant that swift actions were taken to improve margins. We have
increased prices; carriage costs have softened, and we have worked closely
with suppliers on their terms to share the cost burden. These actions to focus
on margin have not reduced the competitive advantage that the CMO model
delivers in terms of pricing and service as demonstrated by continuing LFL
sales growth.

Refunds for the group to the end of June have decreased by approximately 10%,
with the largest improvement coming in order cancellations due to
significantly improved availability versus last year.

*Excludes carriage.

Acquisitions

On 1 June 2022 the Group completed the acquisition of Clickbasin.co.uk for
equity consideration of £1.25m funded from the Group's £6m revolving
acquisition facility. In addition, the Group paid the final deferred
consideration relating to the 2020 acquisition of Total Tiles Limited of
c.£3m and the first instalment of the deferred consideration of c.£0.5m for
the October 2021 acquisition of JTM Plumbing Limited.

Balance Sheet and Cash Flow

Our balance sheet remains strong with more than sufficient cash and facilities
for continued Group development. The Group is profitable and cash generative
and has net cash of £2.7m. Investment in inventory has resulted in increased
levels compared to H1 2021 to support margin and service levels as well as
reflecting the inclusion of the acquired businesses in the results. We
anticipate these elevated stock levels will continue for the foreseeable
future, in order to maintain robust product availability and quick delivery
times. The total drawn on the £10m RCF at 30 June 2022 was £4.6m all related
to acquisitions made. A further £5.4m is available.

Cash inflows from EBITDA and working capital gains of c.£2m together with the
£1.5m drawdown from the revolving credit facility were offset by £4.2m of
deferred consideration and £0.7m of CAPEX to leave closing cash at £7.3m.

Strategic update

The Group's strategy is to provide its customers either at home or in trade
with everything to build or maintain a home through a simple, convenient
shopping experience. This it achieves by offering a comprehensive range of
building materials through nine specialist, contact supported websites. The
plan is to grow these organically and augment through selective acquisition to
broaden customer reach and to extend category.

At the time of the IPO, in 2021, the Group operated seven category specific
websites: CMO trade, door superstore, drainage superstore, insulation
superstore, roofing superstore, tile and floor superstore and Total Tiles.

Since IPO the Group acquired JTM Plumbing merchant in October 2021 for £5.7m
and in June 2022 acquired Clickbasin.co.uk, a specialist online bathroom
products retailer, for up to £1.25m. These acquisitions gave the Group a
foothold in an incremental large market.  Both JTM and Clickbasin have been
successfully integrated into the Group and plumbingsuperstore.co.uk launched
at the end Q2 and the category is up 7% YTD compared to pre-acquisition
period. This has brought the Group's SKU count to over 100,000 compared to
75,000 in H1 2021.

Additional strategic growth projects are on target including brand evolution
roll out by end of the year, a homeowner project store in Q4, and development
of a new superstore vertical which is due to launch in Spring 2023.

Recent progress - margins restored, growth accelerating since July

The Group has made encouraging progress in the first two months of the second
half.  Sales growth accelerated with total sales growth of 13.3% and LFL
growth of 2.7% (5% for CMO Superstores and

-3% at Total Tiles against strong prior period comparatives).

 LFL Vs 2021                 Q1     Q2     Jul/Aug  Cumulative
 Group sales growth          11.8%  7.6%   13.3%    10.5%
 1 Year LFL                  2.9%   0.2%   2.7%     1.8%
 LFL Vs pre-pandemic (2019)  Q1     Q2     Jul/Aug  Cumulative
 Group sales growth          86.2%  90.1%  80.7%    86.3%
 3 Year LFL                  31.5%  38.9%  31.0%    35.2%

 

Whilst the inflationary pressures persist, the actions we have taken to focus
on product margins and mitigate the impact of increasing carriage costs have
meant that we have seen an improving trend in margins.

Outlook - on track for growth

Whilst it is impossible to ignore the macroeconomic headwinds, CMO's unique
model will stand it in good stead. Our proposition is compelling to today's
trade and home customer. Not only does CMO provide an easy, exceptional value
and navigable shopping journey offering a huge range, the Group's dropship
delivery also allows for a more efficient and direct service. While the
pressures that the Group faces are most likely to continue through H2 and
beyond, CMO is encouraged as the marketable database builds, 24% YOY.

The Group remains on track to deliver continued strong sales growth in the
second half of the year and will benefit from a full contribution from
Clickbasin.co.uk. The management's current expectations for FY22 remain
unchanged. We remain focused and confident about delivering the strategic
objectives set out at the time of the IPO last year and continue to disrupt
the traditional market.

About CMO

Founded in 2008 as Construction Materials Online, CMO is the UK's largest
online-only retailer of building materials. The Company is disrupting
a £27 billion predominantly offline market with a digital first proposition
and market leading product choice, supported by high quality customer service
and technical expertise.

CMO has created category authority by offering market-leading ranges listing
over 100,000 products through its eight specialist websites: cmotrade.co.uk,
doorsuperstore.co.uk, drainagesuperstore.co.uk, insulationsuperstore.co.uk,
jtmplumbing.co.uk, roofingsuperstore.co.uk, tileandfloorsuperstore.co.uk and
totaltiles.co.uk.'

It's unique digital hybrid service model, developed over more than 10 years,
combines specialist advice and expertise tailored to category and customer
needs online, to service the next generation of digital natives by bridging
the gap between traditional bricks and mortar retailers and pureplay digital
retailing. CMO has established trusted partnerships with manufacturers and
supply partners across the UK. Its business model is asset light with the
majority of products drop shipped directly from the manufacturers to its
customers. CMO's aim is to revolutionise the shopping experience of
homeowners and tradespeople to become the 'go to' digital retailer of building
materials, providing market leading product choice, relevant help and advice,
and a personalised customer experience.

Cautionary Statement

Certain statements in this trading update are forward-looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to have been correct. Because these statements contain risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. We undertake no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.

The information contained within this announcement is deemed by the Group to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018.

 

 Condensed Consolidated Statement of Profit or Loss or Other Comprehensive
 Income
 For the six months ended 30 June 2022 (unaudited)

                                                                       6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                                                                       £000        £000        £000

 Revenue                                                               41,869      38,195      76,340
 Cost of Sales                                                         (33,380)    (30,771)    (60,997)

 Gross Profit                                                          8,489       7,424       15,343
                                                                       20.3%       19.4%       20.1%
 Administrative expenses                                               (7,985)     (5,975)     (18,611)
 Profit / (loss) from operations                                       503         1,449       (3,268)

 Finance income                                                        0           0           0
 Finance Expense                                                       (146)       (927)       (1,154)

 Profit / (loss) before tax                                            358         522         (4,422)
 Tax                                                                   (122)       (144)       66

 Profit for the period                                                 236         378         (4,356)

 Other Comprehensive income

 Total Comprehensive income

 Earnings per share for loss attributable to the owners of the parent
 Basic (pence)                                                         0.33        0.74        (7.11)
 Diluted (pence)                                                       0.33        0.74        (7.11)

 EBITDA
 EBITDA can be reconciled to the profit before tax as follows

 EBITDA                                                                1,254       2,053       3,714

 Exceptional costs                                                     (90)        (131)       (5,801)
 Depreciation                                                          (250)       (240)       (484)
 Amortisation                                                          (411)       (233)       (698)
 Finance Income                                                                    0           0
 Finance expense                                                       (146)       (927)       (1,154)

 Profit / (loss) before tax                                            358         522         (4,422)

 

 Consolidated statement of changes in Equity
 For the period ending 30 June 2022

                                             Share capital  Share premium  Merger Reserve  Share option  Retained earnings  Total
                                             £000           £000           £000            £000          £000               £000

 Balance at 1 January 2021                   0              -              -               -             (5,415)            (5,415)

 Loss for the year                           -              -              -               -             (4,356)            (4,356)

 Total comprehensive income for the year     -              -              -               -             (4,356)            (4,356)

 Issue of shares                             720            25,873         -               -             -                  26,593
 Creation of merger reserve                  -              -              (513)           -             -                  (513)
 Transfer to / from profit and loss account  -              -              -               (1,317)       1,317               -
 Transfer to / from share option reserve     -              -              -               1,737         -                   1,737
 Total for the year                          720            25,873         (513)           420           (3,039)             23,461
 Balance as at 31 December 2021              720            25,873         (513)           420           (8,454)            18,046

 Balance at 1 January 2022                   720            25,873         (513)           420           (8,454)            18,046

 Loss for the period                                                                                     236                236

 Total Comprehensive income for the period   -              -              -               -             236                236
 Balance as at 30 June 2022                  720            25,873         (513)           420           (8,218)            18,282

 

 

 Consolidated statement of financial position
 As at 30 June 2021

                                                                   6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                                                                   £000        £000        £000
 Assets
 Current assets
 Inventories                                                       7,137       3,850       5,474
 Trade and other receivables                                       2,593       1,440       2,942
 Cash and cash equivalents                                         7,285       9,064       9,076
 Total Current Assets                                              17,015      14,354      17,492

 Non-current assets
 Property plant and equipment                                      1,534       372         1,581
 Right of use assets                                               208         456         337
 Goodwill                                                          20,367      16,860      19,413
 Other Intangible assets                                           2,917       1,873       2,692
 Deferred tax assets                                               37          6           129
 Total Non-current assets                                          25,063      19,567      24,152

 Total Assets                                                      42,078      33,921      41,644

 Liabilities
 Current liabilities
 Trade and other payables                                          (18,714)    (19,659)    (19,896)
 Loans and borrowings                                              (3)         (5,935)     (3)
 Liease liabilities                                                (172)       (138)       (311)
 Current tax liabilities                                           (196)       (471)       (160)
 Current liabilities                                               (19,084)    (26,203)    (20,370)

 Non-current liabilities
 Loans and borrowings                                              (4,572)     (12,298)    (3,088)
 Lease liabilities                                                 (140)       (458)       (140)
 Total non-current liabilities                                     (4,712)     (12,756)    (3,229)

 Total liabilities                                                 (23,797)    (38,959)    (23,598)

 Net assets / (liabilities)                                        18,282      (5,038)     18,046

 Issues capital and reserves attributable to owners of the parent  18,282      (5,038)     18,046

 

 

 Consolidated statement of cash flows
                                                                       6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                                                                       £000        £000        £000
 Cash flow from operating activities
 Profit / (loss) for period                                            236         378         (4,356)

 Adjustments for non-cash / non-operating items
 Depreciation of property, plant and equipment and right of use asset  250         240         484
 Amortisation and impairment of intangible fixed assets                411         233         698
 Income tax expense                                                    122         144         (66)
 Finance income                                                        0           0           0
 Finance expense                                                       146         927         1,154
 Share based payment charges                                                                   1,317

 Changes in operating assets and liabilities
 (Increase) / decrease in inventory                                    (1,663)     (508)       (1,387)
 (Increase) / decrease in trade and other receivables                  350         (76)        (1,495)
 Increase / (decrease in trade and other payables                      2,236       2,957       1,795

 Cash from operations                                                  2,087       4,295       (1,857)

 Net cash from operating activities                                    2,087       4,295       (1,857)

 Cash flows from investing activities
 Purchase of intangible fixed assets                                   (636)       (436)       (603)
 Purchase of tangible fixed assets                                     (74)        (32)        (91)
 Cash paid for acquisitions net of cash acquired                       (790)       0           (2,187)
 Deferred consideration paid                                           (3,415)
 Interest received                                                     0           0           0
                                                                       (4,915)     (468)       (2,881)
 Net cash used in investing activities

 Cash flows from financing activities
 Receipts from issue of shares                                         0           0           26,180
 Receipts from borrowings drawn down                                   1,484       0           3,088
 Repayment of borrowings                                               0           (233)       (3,231)
 Repayment of loan notes                                               0           (351)       (17,748)
 Repayment of lease liabilities                                        (171)       (137)       (341)
 Tax paid                                                              (130)       0           0
 Interest paid                                                         (146)       (89)        (185)

 Net cash from / (used in ) financing activities                       1,037       (810)       7,764

 Net increase / (decrease) in cash and cash equivalents                (1,791)     3,017       3,026

 Cash and cash equivalents at beginning of period                      9,076       6,050       6,050

 Cash and cash equivalents at end of period                            7,285       9,067       9,076

 

1.    General Information

CMO Group PLC ('the Company' or 'the Group') is a public company limited by
shares, incorporated in the United Kingdom under the Companies Act 2006
(registration number 13451589) and registered in England and Wales. The
registered office address is Burrington Business Park, Burrington
Way, Plymouth, PL5 3LX.

Copies of this interim report may be obtained from the registered address or
from the investors section of the company's website at cmogroup.com.

2.    Basis of Preparation

These consolidated interim financial statements of the group of for the six
months ended 30 June 2022 were approved by the Board of Directors on 29
September 2022.

They do not include all of the information required for a complete set of IFRS
financial statements and should be read in conjunction with the Group's last
annual consolidated financial statements for the year ended 31 December 2021.
However, selected explanatory notes are included to explain events and
transactions that are significant to understanding changes in the Group's
financial position and performance since the last annual financial
statements.

The Annual Report and Accounts for the year ended 31 December 2021 was audited
and has been filed with the Registrar of Companies.  The independent auditors
report on the annual report and accounts for the year ended 31 December 2021
was not qualified and did not contain statements under Section 498 of the
Companies Act 2006.

The financial information for the six months ended 30 June 2022 and 30 June
2021 is unaudited and has not been reviewed by the Company's auditors.

The condensed consolidated interim financial statements for the six months to
30 June 2022 has been prepared on the basis of the accounting policies
expected to be adopted for the year ending 31 December 2022. These are
anticipated to be consistent with those set out in the Group's latest annual
financial statements for the year ending 31 December 2021 with the exception
of where there is a difference between UK GAAP and IFRS. These interims
have been prepared in accordance with UK adopted international accounting
standards but does not include all of the disclosures that would be required
under International Financial Reporting Standards (IFRSs). The interim
financial statements are presented in pounds sterling, which is the functional
currency of the group. Amounts are rounded to the nearest thousand, unless
otherwise stated.

AIM-quoted companies are not required to comply with IAS 34 Interim Financial
Reporting and accordingly the company has taken advantage of this exemption.

The directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and
thus continue to adopt the going concern basis in preparing these interim
financial statements

3.    Significant Accounting Policies

The group has applied the same accounting policies in these interim financial
statements as in its 2021 annual financial statements with the exception of
where there is a difference between UK GAAP and IFRS. Full disclosure of the
transition to IFRS was made in the Group's AIM admission.

4.    Use of judgments and estimates

The significant judgments made by management in applying the Groups accounting
policies and key sources of estimation uncertainty for the interim financial
statements are the same as those described in the 2021 annual financial
statements.

                                                                          6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                                                                          £000        £000        £000
 Earnings per share are as follows

 Earnings from continuous operations

 Earnings for the purposes of basic and diluted earnings per share        236         378         (4,356)
 profit / (loss) for the period Attributable to the owners of the parent

 Number of shares                                                         000         000         000

 Weighted average number of ordinary shares - basic earnings calculation  71,970      51,310      61,272
 Dilutive potential ordinary shares from share options

 Weighted average number of ordinary shares from share options -
 diluted calculations                                                     2022        2021        2021
                                                                          pence       pence       pence

 Basic earnings per share                                                 0.33        0.74        -     7.11
 Diluted earnings per share                                               0.33        0.74        -    7.11

 

5.    Segmental Analysis

The group currently only report on one performance line being the retail of
construction materials.

6.    Income tax

The income tax credit /charge for the period is based on the estimated rate of
corporation tax that is likely to be effective for the year to 31 December
2022.

7.    Dividends

No dividends were paid or proposed during the period and no dividend was paid
relating to financial year 2021.

Earnings per share (EPS) is calculated by dividing the profit for the year,
attributable to ordinary equity holders of the parent, by the weighted average
number of ordinary shares outstanding during the year.

 

Diluted EPS is calculated on the same basis as basic EPS but with a further
adjustment to the number of weighted average shares in issue to reflect the
effect of all potentially dilutive share options. The number of people in
potentially dilutive share options is derived from the number of share options
and awards granted to employees and directors where the exercise price is less
than the average market price of the Company's ordinary shares during the
period. Under IFRS no allowances made for the dilutive impact of share options
which reduce a loss per share. The basic and diluted EPS measures are
therefore the same.

8. Acquisitions

 Business combinations and goodwill
 Reconciliation of carrying amount of goodwill

                                         6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                                         £000        £000        £000

 Cost

 At 1 January                            19,413      16,860      16,860
 Acquired through business combinations  953                     2,553

 At 30 June / 31 December                20,367      16,860      19,413

Deferred consideration

On 1 June 2022, the group acquired 100% of the equity instruments of
Whiteholme Limited which trades as Clickbasin.co.uk, a UK based business,
thereby obtaining control.  The purchase agreement includes a payment on
completion and an element of deferred consideration.

The agreement includes an adjustment to the deferred consideration based upon
the net assets of Whiteholme Limited. The deferred consideration is payable on
agreement of the completion accounts.

 Loans and borrowings

                         6 months    6 months    Year

ending
ending
ended

30-Jun-22
30-Jun-21
31-Dec-21

Unaudited
Unaudited
Audited
                         £000        £000        £000
 Loans and borrowings

 Senior debt             (4,572)     (3,029)     (3,088)
 Loan notes              0           (17,715)    0

                         (4,572)     (20,744)    (3,088)

On 1 July 2021, the Company entered into a revolving credit facility agreement
with Clydesdale Bank Plc (trading as Yorkshire Bank) in respect of revolving
loan facilities in an aggregate amount of £10 million to be made available
to the Group (the "Revolving Facility"). The borrowers under the Revolving
Facility are the Company, CGL, CMOStores Holdings Limited and Total Tiles. The
guarantors under the Revolving Facility are the Company, CGL, cmostores.com
Limited and Total Tiles.

The proceeds of the Facility A of the Revolving Facility (which has a limit
of £6 million) can be used for financing acquisitions permitted under the
Revolving Facility ("Facility A") and the proceeds of Facility B under the
Revolving Facility (which has a limit of £4 million) can be used for the
general corporate and working capital purposes of the Group ("Facility B").
The final maturity date of the Revolving Facility is six years after the date
of the Revolving Facility (the "Termination Date"). Facility A will be reduced
by £250,000 on each quarter from 30 June 2023, until it is reduced by £3
million on 30 June 2026.

At 30 June 2022 £4.6m of the facility had been drawn to fund consideration
payments for JTM Plumbing Limited and Whiteholme Limited. The table below sets
out the draft calculation of goodwill subject to finalisation of the
completion accounts.

                                                Asset carrying values  Fair value adjustment on transition to IFRS
 Business combinations
                                                £                      £                                            £

 Fair Value of consideration transferred
 Amounts settled in cash                        2,235,407                                                           2,235,407
 Fair value of deferred consideration           250,000                                                             250,000

 Total Consideration                            2,485,407              0                                            2,485,407

 Recognised amounts of identifiable net assets

 Property Plant and Equipment                   9,632                                                               9,632
 Intangible assets                                                                                                  0
 Total Non current assets                       9,632                  0                                            9,632

 Inventories                                    286,167                                                             286,167
 Trade and other receivables                    1,241,802                                                           1,241,802
 Cash and Cash equivalents                      223,388                                                             223,388
 Total current assets                           1,751,356                                                           1,751,356

 Trade and other payables                       (227,212)                                                           (227,212)
 Due > 1yr                                                                                                          0
 Deferred tax                                   (1,830)                                                             (1,830)
 Total Liabilities                              (229,042)                                                           (229,042)

 Net assets acquired                            1,531,946              0                                            1,531,946
 Goodwill                                                                                                           953,461

 

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