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REG - CMO Group PLC - Preliminary Results

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RNS Number : 5396K  CMO Group PLC  06 May 2022

 

CMO Group Plc

("CMO" or "the Group")

Preliminary Results for the year ended 31 December 2021

 

Continued strong growth and forecasts met, despite headwinds

 

CMO Group Plc, the UK's largest online-only retailer of building materials,
today announces its Preliminary Results for the year ended 31 December 2021.

 

Our mission is to offer our customers everything they need to build and
improve a home through the widest range at the right value and right time,
with helpful people and effortless, inspirational e-commerce. We continue on
our journey to deliver this through our strategy of acquiring or building new
specialist websites and expanding current ranges.

 

With over 100,000 SKU's and 8 specialist websites, CMO has the leading product
range which drives organic category authority. This, together with the unique
dropship model for delivery is providing a different experience for its
customers and revolutionising the shopping experience.

 

Financial and Trading Highlights

 

·    Revenue increased by 46% to £76.3m (2020: £52.4m), reflecting
strong organic growth, a £16.5m contribution from the acquisition of Total
Tiles and the addition of £1.7m from three months of JTM, acquired last
September.

·    H2 revenue increased by 33% to £38m despite supply chain and COVID
19 disruption. Opportunity cost of disruption estimated at 5% of sales.

·    Online superstores LFL sales of 12% (over two year 30%) and Total
Tiles LFL at 10%

·    Market share grew by 11% year on year, faster than the wider builders
merchant market, which itself grew by 28%.

·    Adjusted EBITDA increased to £3.7m (2020: £2.6m) *

·    Adjusted earnings per share was 2.28p (2020 loss 0.71p) *

·    After exceptional costs of £5.8m relating primarily to IPO costs,
fair value and tax charges on the share issue, loss before tax was £4.4m
(2020: £0.8m loss)

·    Net cash on the balance sheet of £6m at year end.

 

Operational Metrics and highlights

 

·    Completion of successful IPO on AIM and continue execution of
successful strategy

·    Active customers increased to 182,000 from 127,000 in 2020 following
higher search demand.

·    Over 50% of sales from repeat orders

·    Digital marketing costs remain at less than 5% of sales, database
grew by 30%

·    Average order value grew by 10% to £274

·    JTM Plumbing has performed in line with expectations and will be
integrated into Plumbingsuperstore.co.uk which launches later this year.

 

 

Current Trading

·    Current trading for Q1 2022 has remained strong despite well
documented difficult conditions.

o  Total sales growth of 13% (incl. JTM)

o  LFL** sales of +3% with superstores at +8% and Total Tiles, against very
strong comparatives, -11%

·    2 year LFL group sales growth of 49% and Total Tiles 63%

 

** Excludes carriage

 

 

Outlook

 

·    CMO's market remains buoyant and the Group, despite macro-economic
headwinds, continues to cope well and thrive

·    Our market share continues to grow with modern tradespeople and
homeowners continuing to seek the convenience of the online experience and our
unique dropship model.

·    Focussed on driving profitable sales growth and confident of
delivering shareholder value in the short, medium, and long term

 

*Adjusted EBITDA is defined as earnings before interest, tax, depreciation and
amortisation, share option expense, acquisition costs and exceptional items.

 

 

Dean Murray, CEO said:

 

"CMO's strategic goal is to provide our customers with everything they need to
build and maintain their home.

 

We have enjoyed further success over the last year achieving sales, margin and
profit growth whilst expanding our range of products. We have and continue to
experience strong demand driven by both the marketplace and our strong
proposition to the internet savvy tradespeople and homeowner of today.

 

We have weathered the supply disruption of 2021   and the difficulties
caused by COVID 19, and our flexible model means we are managing well the
current macro-economic issues.

We continue to pursue a pipeline of acquisitions in conjunction with organic
growth to add specialist verticals as demonstrated with the launch of plumbing
superstore in Q3, and the launch of the homeowner project store in Q4.

Trading for the first quarter of 2022 has remained strong and the Board is
confident that CMO will deliver continued growth in the year to come."

6 May 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

 

 

Chairman's statement

 

After last July's very successful admission to AIM, the team has risen to the
challenge of CMO's new status and, despite some challenging headwinds, has
delivered another strong performance.  Full year revenue and adjusted EBITDA*
are both in line with expectation, and the well-publicised supply chain and
logistics difficulties having been expertly negotiated.  These challenges,
coming on top of two unpredictable years of pandemic-related lockdowns, have
demonstrated the robustness of the model and the team.

 

CMO's strategy to provide customers with a comprehensive range of building
materials through specialist, contact centre supported websites, has once
again proved to be the right one.  It's clear the retail world focussed even
more strongly towards online during the pandemic, but people still like
dealing with people.  CMO will always make sure its customers can do just
that.  This model continues to work for us with like-for-like sales up in
2021 by 12% and two-year sales by 30%.

 

The team is also marching on with the strategy to provide customers with
everything needed to build a home.  We've filled the plumbing gap with the
purchase of JTM Plumbing Ltd at the end of September 2021 and we've been the
proud owners of Total Tiles Ltd for exactly 12 months at the balance date.
These two businesses, which perfectly fit our profile and are continuing to
perform well, have led to overall growth for 2021 of 46%.

 

 

Our vision for a better world

 

CMO's natural inclination is towards high integrity and anti-bias, but post
float it has more formally taken up the mantel on a range of ESG issues.

 

In recent years, the business has taken significant steps to eliminate gender
bias.  We're proud to have a female Chief Operating Officer, Sue Packer, who
constitutes one third of the Group's Executive Board.  This supports a
different view of risk and opportunity which has contributed heavily to the
agile way the business manages change and challenge.  Importantly, the median
gender pay gap is less than 5% in all quartiles and is close to nil in the
lower and lower medium quartiles.

 

With environmental concerns right at the forefront of CMO's operating model,
we've committed to measuring our greenhouse gas emissions and establish
targets compatible with the Science-based Target initiative (SBTi). While our
scope 1 and 2 emissions for 2021 are now measured and minimal, CMO is
ambitiously commencing measurement of its scope 3 emissions. Over the coming
year, the business will develop emissions reductions targets compatible with
SBTi. 

 

Senior appointments and team

 

As a growing and dynamic business, opportunities are constantly opening up
across the team and I'm delighted to welcome Lewis Love into the role of Group
Technology Director.  Lewis started in January 2022 and has a key position on
the Operating Board of CMO.

 

I would like to express my sincere thanks to Dean, his team, and all at CMO
for their hard work in making the float possible, and their continued
enthusiasm and resilience which has enabled us to deliver some great results
in the subsequent months despite the many challenges.

 

Looking to the year ahead

 

At the time of writing, we have war in Ukraine, sanctions against the
Russians, fuel inflation which is unprecedented in recent times, a pandemic
which has not been eradicated and clear signs of a decline in consumer
confidence.  Predicting a year ahead on this basis is arguably fraught, but I
have little doubt the CMO team will again use its ingenuity, agility, and
ability to create long-lasting relationships to deliver another year of great
results.  We plan to add further new verticals by acquisitions and will find
innovative ways to support customers' aspirations for their homes.

 

On a personal note, I've thoroughly enjoyed my first year of working with the
CMO board and look forward to continued success in the year ahead.

 

Ken Ford

 

 

 

CEO's statement

Trading update and market overview

2021 was another good year for CMO.  Revenue growth to £76.3m, with a 46%
increase on prior year and includes the first full-year contribution from
Total Tiles.  Despite supply chain challenges and increased coronavirus
(COVID-19) disruption year-on-year growth continued in the second half with
revenue of £38m, an increase of 33% over H2 2020.

CMO's online superstores saw like-for-like growth of 12% over prior year (30%
over two years), and we also saw growth of 10% in Total Tiles, acquired in
December 2020.  The latter comes after exceptional 2020 growth driven in part
by the COVID-19 related closure of bricks and mortar tile stores,
demonstrating a permanent shift in consumer behaviour.  JTM Plumbing has
performed in line with expectations since acquisition in October 2021 and
subsequent integration into the Group.

With strong sales growth, and despite the headwinds mentioned below, full year
adjusted EBITDA* was in-line with expectations set at the time of the IPO.

 
Operational performance and round-up against COVID-19 and Brexit

Key to CMO's success is our agility and shortened supply chain, allowing us to
respond quickly to changes in our market as well as the macro-economic
climate.

COVID-19 was a testing time for many businesses but CMO's operating model
enabled us to adapt and perform without significant impact.  On the positive
side, we quickly learned the art of hybrid working without loss of performance
and we enjoyed an increase in search demand over the various lockdowns. The
general shift to hybrid working has triggered an increase in interest from
homeowners wishing to improve their space, which we expect to continue to
provide structural tailwinds.  On the downside, the supply side experienced
considerable disruption.  Lockdown closures across the supply chain, in all
countries, led to well publicised restricted supply at exactly the time demand
was increasing from housebound homeowners.  This started in 2020 and
increased throughout 2021, now easing, but not over.

Whilst COVID-19, coupled with the impact of Brexit, provided us with
considerable challenges in supply and nationwide distribution in 2021,
overall, the benefits and challenges had a broadly neutral effect and the
Group has seen steady growth over the two years in line with expectations.

A strong focus on demand planning led us to increase warehousing space by
approximately 29% and with a database of around 100,000 listed products meant
that we were able to flexibly keep on top of demand. The support afforded by
good relationships with our providers mitigated the worst of the problems, and
our focus on dedicated multi-channel customer support and care, kept the
repeat rate stable despite protracted lead times.

It's fair to say that these challenges tested our business, but our operating
model has proven to be robust, and any compensating changes have further
enhanced its agility.

 
Our strategy and M&A

Put simply, CMO's strategy is to provide our customers with everything they
need to build or maintain their home, or that of their client through a
simple, convenient, and supported shopping experience.  We recognise that our
customers prefer to shop through specialist stores offering sound advice and
our strategy is therefore to continue to add specialist verticals, either
organically or through acquisition.

At the tail end of 2020 we added Total Tiles to the portfolio and on 30(th)
September 2021 we added JTM Plumbing which gives us access to the c£800m
online Plumbing and Heating market.  Work is in hand to turn these pureplay
online businesses into CMO Superstores, thus facilitating shopping between the
verticals. This year will see the launch of Plumbingsuperstore.co.uk to build
on the acquisition of JTM. We are also developing our Homeowner site, an
online store to support homeowners to shop intuitively by project across our
vertical.

We continue to pursue an active acquisition pipeline to speed up the
achievement of our Strategic goal of providing our customers with everything
they need to build or maintain their home, or that of their client through a
simple, convenient, and supported shopping experience.

 
People

We would not have grown to this market leading position without the support of
our energetic, dedicated, and loyal team of people who through the last year
have gone that extra mile to support our customers.

CMO has a culture that supports agile change and swift operational delivery.
It does this through its people who have determinedly succeeded over the
challenges that the last two years have thrown at them. We absolutely
recognise the part the whole team has played in CMO's success and particularly
the recent admission to AIM.  All employees can now become shareholders
through a CSOP scheme which has further driven determination to succeed.

As you would expect for a fast-growing business, we continue to make relevant
appointments to support our future.  The second half of last year and the
beginning of this have seen the recruitment of some talented individuals who
will drive through an ever-stronger retail culture, not least the appointment
to the operating board of Lewis Love as Group Technology Director.

 
Headwinds

Prevalent during H2 were the widely reported industry headwinds encompassing
delays and shortages of product, compounded by increased disruption from Covid
in Q4. A continued focus on demand planning and a 29% increase in warehousing
capacity to support an increased stock holding mitigated the worst of this
disruption and enabled us to pivot some of our lines to margin accretive
own-label product. H2 revenue increased by 33% to £38m despite these supply
chain and COVID 19 disruption. However, it is estimated that during H2 the
opportunity cost to the Group of these issues amounted to an opportunity cost
of approximately 5% of sales.

The first half of 2022 is facing additional layers of macro level disruption:
Russia's invasion of Ukraine, fuel prices are at an all-time high, household
inflation outstripping increases in household income and consumer confidence
has been in decline for some months. Whilst not immune to these factors, we do
have a tested business with the agility, diversity of product offering, a
dedicated and experienced team of people and customer reach in different
demographics to cope well and thrive.

 
Looking to the future

We have a clear plan, which revolves around making sure our customers can
easily shop for everything they need, in the way they want to shop, on time,
and that they are inspired to deliver their next project with CMO.

Our market share is increasing, and we are poised to benefit from the coming
generation of technology and time savvy tradesmen and homeowners who are
looking for a different experience from that provided by the bricks and mortar
merchants such as the CMO Trade App that we soft launched in Q4 2021.

As I said earlier, we have a robust model which has continued to disrupt our
market through some very challenging times, and we are looking to the future
confidently.

As we enter a new financial year, the markets in which we operate remain
buoyant. With a strong order book and a disruptive position in its chosen
markets, the Board is confident that CMO will deliver continued growth in the
year to come.

 

 

Dean Murray

 

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.

 

CMO Group Plc

 

Consolidated Statement of Comprehensive Income for the Year Ended 31 December 2021

 

                                          Unaudited         Unaudited

                                          2021              2020

                                          Total             Total
                                          £                 £

 Revenue                                  76,339,771        52,351,399

 Cost of sales                            (60,996,550)      (44,222,088)

 Gross profit                             15,343,221        8,129,311

 Administrative expenses                  (13,907,838)      (6,651,461)

 Exceptional payroll expense              (2,938,374)       -

 Costs associated with AIM listing        (1,765,053)       -
 Operating (loss) / profit                (3,268,044)       1,477,850

 Finance income                           -                  761
 Finance expense                          (1,153,508)       (1,868,816)
 Loss before tax                          (4,421,552)       (390,205)
 Income tax credit / (expense)            65,600            (371,096)

 Loss for the year                        (4,355,952)       (761,301)

 Other comprehensive income for the year  -                 -

 Total comprehensive income               (4,355,952)       (761,301)

 Earnings per share                       pence             pence
 Basic                                    (7.11)            (1.49)
 Diluted                                  (7.11)            (1.49)

 Adjusted basic earnings per share        2.28              (0.71)
 Adjusted diluted earnings per share      2.28              (0.71)

CMO Group Plc

 

Consolidated Statement of Financial Position as at 31 December 2021
 

                                Unaudited         Unaudited

                                2021              2020
                                £                 £

 ASSETS
 Non-current assets
 Property, plant and equipment  1,580,744         453,257
 Right-of-use assets            337,390           582,889
 Goodwill                       19,413,122        16,859,824
 Other intangible assets        2,691,735         1,670,036
 Deferred tax assets            128,860           145,732

                                24,151,851        19,711,738
 Current assets
 Inventories                    5,474,054         3,342,655
 Trade and other receivables    2,942,236         1,223,206
 Cash and cash equivalents      9,075,944         6,050,394

                                17,492,234        10,616,255

 Current liabilities
 Trade and other payables       (19,576,964)      (11,296,995)
 Loans and borrowings           (2,839)           (392,185)
 Lease liabilities              (311,192)         (269,125)
 Current tax liabilities        (128,860)         (302,202)

                                (20,369,686)      (12,260,507)

 Net current liabilities        (2,877,452)       (1,644,252)

 Non-current liabilities
 Loans and borrowings           (3,088,142)       (23,017,336)
 Lease liabilities              (140,499)         (465,468)
                                (3,228,641)       (23,482,804)

 Net assets                     18,045,758        5,415,318

 EQUITY
 Share capital                  719,697           101
 Share premium                  25,873,451        -
 Retained earnings              (7,975,448)       (5,415,419)
 Share option reserve           419,748           -
 Merger reserve                 (513,000)         -

                                18,045,758        5,415,318

 

 

 

CMO Group Plc

 

Consolidated Statement of Changes in Equity for the Year Ended 31 December
2021 (unaudited)

 

 

 

                                             Share capital  Share       Merger     Share        Retained      Total

Premium
Reserve
option
earnings

reserve
                                             £                          £          £
 Balance at 1 January 2020                   101            -           -          -            (4,654,118)   (4,654,017)

 Loss for the year                           -              -           -          -            (761,301)     (761,301)

 Total comprehensive income for the year     -              -           -          -            (761,301)     (761,301)

 Balance at 31 December 2020                 101            -           -          -            (5,415,419)   (5,415,318)

 Balance at 1 January 2021                   101            -           -          -            (5,415,419)   (5,415,318)

 Loss for the year                           -              -           -          -            (4,355,952)   (4,355,952)

 Total comprehensive income for the year     -              -           -          -            (4,355,952)   (4,355,952)
 Issue of shares                             719,596        25,873,451  -          -            -             26,593,047
 Creation of merger reserve                  -              -           (513,000)  -            -             (513,000)
 Transfer to / from profit and loss account  -              -           -          (1,317,233)  1,317,233     -
 Transfer to / from share option reserve     -              -           -          1,736,981    -             1,736,981

 Total for the year                          719,596        25,873,451  (513,000)  419,748      (3,038,719)   23,461,076

 Balance as at 31 December 2021              719,697        25,873,451  (513,000)  419,748      (8,454,138)   (18,045,758)

 

CMO Group Plc

 

Consolidated Statement of Cash Flows for the Year Ended 31 December 2021

 

 

                                                              Unaudited               Unaudited

                                                              2021                    2020
                                                              £                       £

 Cash (outflow)/ inflow from operating activities                 (1,857,167)         3,955,876

 Cash flow from investing activities
 Payments to acquire intangible fixed assets                  (603,385)               (472,036)
 Payments to acquire tangible fixed assets                    (90,871)                (24,594)
 Cash outflow on business combination                         (2,186,810)             (503,301)
 Interest received                                            -                       761

 Net cash flow from investing activities                      (2,881,066)             (999,171)

 Cash flow from financing activities
 Receipts from issue of shares net of commission expense      26,179,897              -
 Receipts from borrowings draw downs                          3,088,142               1,282,000
 Repayment of borrowings                                      (3,230,533)             (390,400)
 Repayment of shareholder loans                               (17,747,577)            -
 Repayment of lease liabilities                               (341,000)               (218,554)
 Interest paid                                                (185,146)               (56,838)

 Net cash flow from financing activities                      7,763,783               616,208

 Net increase in cash and cash equivalents                    3,025,550               3,572,913

 Cash and cash equivalents at 1 January                       6,050,394               2,477,481

 Cash and cash equivalents at 31 December                     9,075,944               6,050,394

 

 

Notes to the Financial Statements

 

Year Ended 31 December 2021

 

1              Summary of significant accounting policies

 

(a)       General information and basis of preparation of the financial
statements

 

CMO Group Plc is a public company limited by shares incorporated in the United
Kingdom and registered in England and Wales.

 

CMO Group Plc was incorporated on 11 June 2021 and began trading on 23 June
2021. The period to 31 December 2021 is the first period of accounts for the
Company.

 

            The principal activity of the group is the provision of
construction materials through the group's websites, with a digital-first
proposition and market-leading product choice, supported by high-quality
customer service and technical expertise.

 

            The financial statements are presented in pound
sterling which is the functional currency of the group. Monetary amounts in
the financial statements are rounded to the nearest £1.

 

(b)       Basis of preparation

 

The financial information contained within this preliminary announcement for
the years to 31 December 2021 and 31 December 2020 does not comprise statutory
financial statements within the meaning of section 434 of the Companies Act
2006. The financial statements for the year ended 31 December 2021 will be
filed following the Company's annual general meeting. This is the first set of
accounts since incorporation of the company on 20 April 2018.

 

The condensed preliminary results for the year end 31 December 2021 are
unaudited.

 

The preliminary announcement has been prepared in accordance with
International Financial Reporting Standards ("IFRS") including standards and
interpretations issued by the International Accounting Standards Board. Whilst
the financial information included in this preliminary announcement has been
prepared in accordance with IFRS, this announcement does not itself contain
sufficient information to comply with IFRS.

 

On 11 June 2021, the company acquired 100% of the share capital of CMOStores
Group Limited by way of a share for share exchange. The accounting treatment
in relation to the additions of CMO Group Plc as a new UK holding company of
the Group fell outside the scope of IFRS 3 'Business Combinations'. The share
scheme arrangement constituted a common control combination of the entities.
This was as a result of all the shareholders of CMO Group Plc being issued
shares in the same proportion, and the continuity of ultimate controlling
parties. The directors believed that this approach presents fairly the
financial performance, financial position and cash flows of the Group. The
reconstructed Group was consolidated using merger accounting principles, as
outlined in the Financial Reporting Standard FRS 102 ("FRS"), and the
reconstructed Group treated as if it had always been in existence.

 

After making appropriate enquiries, the directors have a reasonable
expectation that the Company and Group have adequate resources to continue in
operational existence for the foreseeable future and for at least twelve
months from the date of signing these financial statements. For this reason,
they continue to adopt the going concern basis in preparing the financial
statements.

 

 

1    Loss for the year

 

         Loss for the year has been arrived at after charging
(crediting):

 

     Unaudited      Unaudited

     2021           2020
     £              £

 

 Depreciation of owned property, plant and equipment and right-of use assets  474,649         321,304
 Depreciation of leased property, plant and equipment                         8,871           13,420
 Amortisation of intangible assets                                            698,161         548,473
 Acquisition and other costs                                                  632,272         55,818
 Long Term Incentive Plan                                                     419,748
 Costs associated with AIM listing                                            1,765,053       -

 Remuneration                                                                 2,907,118       597,097

 Company contributions to defined contribution pension schemes                3,770           7,324

Costs associated with AIM listing include consultancy, legal and professional
fees incurred in relation to the listing of CMO Group Plc on 8 July 2021.

Included within directors' emoluments is £1,317,233 relating to a fair value
charge on share options granted to employees of the company in July 2021
(2020: £nil) and £1,223,341 gross salary bonus to cover the associated tax
charges on the share issue (2020: £nil)

 

 

2    Cash and Cash equivalents

 

              For the purposes of the statement of cash flows,
cash and cash equivalents include cash on hand and in banks and investments in
money market instruments.  Cash and cash equivalents at the end of the
financial year as shown in the statement of cash flows can be reconciled to
the related items in the statement of financial position as follows:

 

                         Group                         Company
                         Unaudited      Unaudited                Unaudited

                         2021           2020                     2021
                         £              £                        £
 Cash and bank balances  9,075,944      6,050,394                57,192
                         9,075,944      6,050,394                57,192

 

 

3          Loans, Borrowings and Other Payables

 

                          Group                                         Company
                          Unaudited              Unaudited              Unaudited               Unaudited

                          31 December 2021       31 December 2020       31 December 2021        31 December 2020
                          £                      £                      £                       £
 Non-current
 Deferred consideration   -                      2,934,954              -                       -

 Bank borrowings          3,088,142              2,840,133              3,088,142               -
 Hire purchase contracts  -                      2,374                  -                       -
 Shareholder Loan Notes   -                      17,239,875             -                       -
                          3,088,142              23,017,336             3,088,142               -

 

                          Group                                         Company
                          Unaudited              Unaudited              Unaudited               Unaudited

                          31 December 2021       31 December 2020       31 December 2021        31 December 2020
                          £                      £                      £                       £
 Current
 Other payables           -                      -                      -                       -
 Bank borrowings          -                      390,400                -                       -
 Hire purchase contracts  2,839                  1,785                  -                       -
 Other borrowings         -                      -                      -                       -
                          2,839                  392,185                -                       -

 

                The Directors consider the value of all
financial liabilities to be equivalent to their fair value

 

 

 

4   Share
capital

                                     31 December 2021
                                     No.         £

 Ordinary shares of £0.01 each       71,969,697  719,697

 

             During the year, the following shares were issued:

 

 Date          Class                      No          £
 11 June 2021  Ordinary shares of £0.01   5,000,000   50,000
 01 July 2021  Ordinary shares of £0.01   46,310,056  463,101
 08 July 2021  Ordinary shares of £0.01   20,659,641  206,596

                                          71,969,697  719,697

 

             £1.32 per share was paid for shares issued on 8 July
2021.  All other issues were at par value.

 

             Shares issued on 11 June 2021 and 1 July 2021 were
issued as part of a shares for share exchange with the shareholders of
CMOStores Group Limited.

 

 

 

5        Earnings per share

 

             The calculation of the basic and diluted earnings per
share is based on the following data:

 

                                                                                       2021             2020
 Earnings                                                                       Notes  £                £
 Net profit attributable to equity holders of the parent for the purpose of            (4,355,592)      (761,301)
 basic earnings per share calculations
 Effect of dilutive potential ordinary shares                                          -                -
 Earnings for the purposes of diluted earnings per share                               (4,355,592)      (761,301)
 Add back: Exceptional payroll expense                                          6      2,938,374
 Add back: Costs associated with AIM listing                                    3      1,765,053
 Add back: Costs incurred directly related to acquisitions and share option            1,048,550        397,555
 expenses
 Adjusted earnings                                                                     1,396,025        (363,746)

 Number of shares                                                                      '000             '000
 Weighted average number of ordinary shares for the purposes of basic earnings         61,272           51,177
 per share
 Effect of dilutive potential ordinary shares                                          -                -
 Weighted average number of ordinary shares for the purposes of diluted                61,272           51,177
 earnings per share

 

 

 

6    Business combinations

 

On 1 October 2021, the Group acquired 100% of the equity instruments of JTM
Plumbing Limited, a UK based business, thereby obtaining control to expand the
product offerings. For the period 1 January to 30 September 2021, JTM Limited,
generated revenue of £5,362,275 and profit after tax of £356,543, these
results were accounted for in accordance with FRS102. For the 3 month period
to 31 December 2021, the subsidiary generated revenue of £1,694,636 and
incurred a profit after tax of £177,913. Had JTM Plumbing Limited been
consolidated from 1 January 2021, the consolidated statement of comprehensive
income would have included revenue of £7,056,911 and profit of £534,456.

 

                                                 Asset carrying values      Fair value adjustment on transition to IFRS
                                                 £                          £                                                £
 Fair value of consideration transferred
 Amounts settled in cash                                                                                                     3,000,000
 Fair value of deferred consideration                                                                                        2,555,990

 Total Consideration                                                                                                         5,555,990

 Recognised amounts of identifiable net assets
 Property, plant and equipment                   1,277,382                  -                                                1,277,382
 Intangible assets                               2,663                      1,114,000                                        1,116,663
 Total non-current assets                        1,280,045                  1,114,000                                        2,394,045
 Inventories                                     743,900                    -                                                743,900
 Trade and other receivables                     223,648                    -                                                223,648
 Cash and cash equivalents                       813,190                    -                                                813,190
 Total current assets                            1,780,738                  -                                                1,780,738

 

 Trade and other payables                      989,619        -              989,619
 Amounts falling due after more than one year  100,000        -              100,000
 Deferred tax provision                        82,472         -              82,472
 Total liabilities                             1,172,091      -              -
 Net assets acquired                           1,888,692      1,114,000      3,002,692

                                                                             2,553,298

 Goodwill

 

Consideration transferred

The purchase agreement included a payment on completion and an element of
deferred consideration based on both the target net asset value and an earn
out.  The agreement includes an adjustment to the deferred consideration
calculated based upon the net current assets of JTM Plumbing Limited at 30
September 2021. The deferred consideration is payable in instalments. The
first instalment is payable on agreement of the new asset position as set out
in the draft accounts for JTM for the period to 30 September 2021.  The
second instalment is payable 90 days after the first anniversary of completion
with no qualifying criteria. The third instalment is based on achieving a
target earn out and is payable on agreement of achievement of the earnout out
on or before 120 days after 30 September 2022. The Directors consider the fair
value of the deferred consideration to be the equivalent to the carrying
value.

 

 

 

7    Changes in liabilities arising from financing activities

 

 Non-cash changes

                                 At 1 January 2021  Financing cash flows  Interest   New      Reclass  Unaudited

£

                                 £                                        £          leases   £        At 31 December 2021

                                                                                     £                 £

 Long-term borrowings            20,080,008         (18,005,025)          1,013,159  -        -        3,088,142
 Short-term borrowings           390,400            (390,400)             -          -        -        -
 Lease liabilities               4,159              (1,320)               -          -        -        2,839
 Right-of-use asset liabilities  734,591            (340,999)             58,099     -        -        451,691

 Total liabilities from          21,209,158         (18,737,744)          1,071,258  -        -        3,542,672
 financing activities

 

 

 

 

 

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