REG - Thorpe(F.W.) PLC - Final Results
03/10/2024 07:00
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RNS Number : 7278G Thorpe(F.W.) PLC 03 October 2024
Results
for the year ended 30 June 2024
FW Thorpe Plc - a group of companies that design, manufacture and supply
professional lighting systems - is pleased to announce its preliminary results
for the year ended 30 June 2024.
Key points:
Continuing operations 2024 2023
Revenue £175.8m £176.7m 0.5% decrease
Operating profit (before acquisition adjustments)* £32.4m £29.8m 8.7% increase
Operating profit £30.6m £27.8m 10.1% increase
Profit before tax £29.9m £26.9m 10.9% increase
Basic earnings per share 20.73p 18.72p 10.7% increase
* Acquisition adjustments are amortisation of acquisition related intangible
assets and revaluation of redemption liability
· Total interim and final dividend of 6.78p (2023: 6.46p) - an
increase of 5.0%
· Final dividend of 5.08p (2023: 4.84p) - an increase of 5.0%
· Special dividend of 2.50p (2023: nil)
· Steady performance, supported by operational improvements at
Thorlux and revenue growth at Lightronics
· Solid operating profit growth despite inflationary cost pressures
· Recent acquisitions continue to perform in line with expectations
· Strong net cash generated from operating activities - £41.4m
(2023: £31.9m)
· Robust start to 2024/25, with operating performance marginally
ahead of the prior year
This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 (MAR) as supplemented by The Market Abuse
(Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR").
For further information please contact:
FW Thorpe 01527 583200
Plc
Mike Allcock - Chairman
Craig Muncaster - Chief Executive, Group Financial Director
Singer Capital Markets - Nominated Adviser 020 7496 3000
James Moat / Sam Butcher
Chairman's statement
The financial year 2023/24 was largely uneventful but nevertheless satisfying;
although revenue was flat, operating profit increased by 10.1% to £30.6m
(2023: £27.8m) as a result of improved internal efficiencies.
Cash reserves, including short-term financial assets, have continued to build
and reached £52.9m (2023: £35.0m) at the end of the financial year. Whilst
there are no firm plans, the cash reserves give the Board the opportunity to
consider further acquisitions if a suitable situation arises.
Stock has been actively reduced to £29.0m (2023: £33.4m); however, the Board
considers that the Group should use its robust cash position to its advantage
and maintain good levels of strategically important stocks, to ensure security
of supply, whilst being mindful of the associated obsolescence risks of such a
policy.
Generally, market selling price increases for luminaires have slowed, but so
too have component costs, which have begun to trend lower in many cases.
Labour cost increases continue, mainly through pay inflation, but the Board
expects this to slow during the coming financial year.
Larger companies within the Group have, unsurprisingly, made the biggest
contributions to consolidated profit in the last 12 months, with special
mention to the excellent performance of the Dutch contingent. The Board would
like to see better contributions from all its smaller UK companies -
especially, but not only, TRT Lighting. All these smaller companies have
undergone changes to their subsidiary board structures in recent times, and
improvements to, or diversification of, their product ranges where required.
The Board looks forward to these changes enabling bigger contributions to
Group profits from these businesses in the future.
The Board's head count has naturally decreased in recent years in favour of
strengthening the subsidiary boards at the operating companies and promoting a
focused group of managers from within that can support Group activities when
called on. It has always been a specific choice of past Group boards to keep
the Board populated with 'lighting' individuals with experience of the way
that FW Thorpe Plc operates in its chosen market sector. Whilst the Group does
not expect to change this strategy materially, in October 2022 the Board was
strengthened with one independent non-executive director, Frans Haafkens, who
also has international experience, and this year it will formalise an audit
committee. Independent external advice, when required, will be sought on a
case-by-case basis.
This is my first statement since becoming non-executive chairman in July 2024
and the separating of the CEO and chair roles. Congratulations and best wishes
to Craig Muncaster, who now assumes the role of Group CEO. I would like to
thank the shareholders for their ongoing support, which over my 40 years of
being employed by FW Thorpe Plc has seen me rise from young school leaver
apprentice to chairman. My career must surely give all FW Thorpe employees
motivation to stay with the business, work hard and be confident that
opportunities, if desired, will be forthcoming - right up to the Group Board.
Group results
Group revenue was in line with last year, at £175.8m (2023: £176.7m), whilst
operating profit before acquisition adjustments, removing the impact of
amortisation of intangible assets established at purchase, grew to £32.4m
(2023: £29.8m).
The Annual Report and Accounts contains a more detailed appraisal of each
company's individual achievements and challenges. Over the year, the Group's
stand-out performer was Lightronics, in the Netherlands, which simply had one
of those years when its business activities all seemed to line up perfectly,
to enable an excellent, but certainly a hard fought and well-managed result.
Thorlux Lighting's managing director retired at the end of the half year in
December 2023. Promotions to joint managing director of Ian Mulhall and James
Thorpe were well received. Ian, an engineer, has served Thorlux for nearly 35
years, being a past technical director and operations director. James was
Thorlux's sales director and is great grandson of the founder, Frederick
William Thorpe. The joint managing directors' first 6 months in charge
delivered a good result, with second half growth offsetting a slightly slower
first half, to finish the financial year broadly level with the prior year.
Orders and sales at Thorlux have started the new financial year well, with
further growth expected this coming financial year.
Portland Lighting's profit improved this year, despite its heavy investments
in its new traffic sign direction. Portland is on the cusp of further growth,
with experienced people in place and a super new product range tailored to all
the latest requirements for road traffic sign lighting, which has huge
potential to accommodate changes from fluorescent lamps to LEDs, amongst other
market needs. Solite Europe and Philip Payne both, to a large extent, have new
senior management, and their performance was similar to the prior year's. Both
have growth targets in place to become larger contributors to the Group in
coming years.
TRT Lighting was loss-making in the year, due to a revenue decline of 15%. A
new sales director and a whole new sales team are in place with targets to
increase new business into local authority regions, which is currently
sporadic. TRT Lighting, as a UK designer and manufacturer of street lighting,
should encourage all UK local authorities to buy its excellent locally made
sustainable products. To assist, investment in products has continued, with
further investment in marketing resources. The TRT board looks forward to the
company's improvement in performance, but is also cognisant of the time it
will take to bed in new salespeople. Performance may get a little worse before
it improves for the long term.
Zemper continues to make good contributions and started the new financial year
with a good order book, supported by its host of new products. It is also
contributing to some Group collaboration projects where several companies have
pooled know-how and developed new products with shared, and hence reduced,
costs.
SchahlLED's main market, Germany, is in recession, and therefore its operating
profit has reduced slightly; nevertheless, the business is making a healthy
contribution.
Famostar's year has been steady, as always. Behind the scenes, Famostar is
working very hard to assure this consistent profitability whilst also making
sure it adapts to market needs, to maintain its position as one of the leading
few manufacturers and suppliers to the Dutch emergency lighting market. This
year, Famostar is developing an exciting new range of luminaires with
intelligent position-orientated sensors. Sales of SmartScan capable emergency
luminaires continue to grow, and there are also signs of good growth in
Famostar's additional activity of selling Thorlux luminaires into the
Netherlands.
The Group's joint venture with Ratio Electric has struggled to make good
contributions, but it has achieved significant growth in its Smart charger
products, and it has established the Ratio UK company design and production
facilities and product range. The io7, Ratio's adaptation of the Thorlux
Passway lighting bollard to integrate EV charging and lighting, has started to
sell in much larger numbers, and even featured on the BBC's One Show and a
high profile electrical installers' YouTube channel. New projects and
companies always seem to take longer to start and be harder to establish than
one first believes.
Product innovations remain foremost in the minds of Group management. In
recent times more collaboration has been encouraged between subsidiary design
teams, especially with regards to sharing the costs of tooling, ideas around
circular design principles, material selection and sustainability, and sharing
SmartScan software for use in an ever-wider range of Group products. As always
a topic for the chairman's statement, SmartScan continues to evolve with a
host of new customer focused features coming before the end of the financial
year. SmartScan Analytics, a new platform launched in autumn 2024, takes the
SmartScan cloud operating system to the next level, bringing data from all
sorts of IOT connected devices into its central 'brain'. SmartScan Analytics
brings a deeper understanding of a building's use to end users. For example,
'standard' SmartScan can easily measure and report whether a lighting
installation is using more power this year than it did last year; SmartScan
Analytics tells you why. For example, this year it could be further reported
that much longer operating hours were recorded for the business, people
counters had detected more footfall, less solar power was generated, and
electricity prices per kWh had increased. This 'cross analytics' technology
has been trialled with a few customers for the last 2 years, and will now be
in general release for an additional charge.
On the capex front, the Group decided to continue its investments in carbon
offsetting, by purchasing a further 150 acres of suitable tree planting land
near the Welsh border in Longtown, Hereford, UK, for £1.7m. Applications have
already been made to the appropriate forestry authorities for the first
saplings to be planted next spring. There has been some negative press
surrounding offsetting in recent times, but the Board is convinced that over
the long term the company is doing the right thing, as it recognises that its
tree planting activities are supplementary to its intensive carbon reduction
measures, which of course save carbon right now. For example, it has always
been the Board's intention to investigate all means to reduce its actual
emissions to the lowest level possible, right back to when the current
sustainability programme started in 2009. At that time, the Group reduced
energy use across its factories as far as practicable, before only then
choosing offsetting as a supplementary option.
Up to the current day, carbon saving activities continue with the recent
installation of another solar PV array at the Ratio EV factory in the UK,
installation of the Group's trial electric heating oven for powder coating at
Solite (£0.3m), and further significant purchases of company electric
vehicles (£1.5m). The Group now owns and operates 5,970 solar panels across
eight sites, generating 1.8 million kWh of carbon free electricity per annum.
In November 2023, Thorlux installed a new cardboard carton manufacturing
machine (£0.2m) and can now produce its own product packaging cartons from
recycled and recyclable cardboard on demand. The machine substantially reduces
overall storage space, fire risk and material costs.
Sustainability
Sustainability is one of the key pillars for the Group. The Board firmly
believes that a business that takes a sustainable approach to the design and
manufacturing of its products is highly likely to be more successful as a
result. If you use less material in a product and use less power in
manufacturing products, costs will be lower.
The Group will continue to find ways to make itself more sustainable, having
now completed many of the more obvious initiatives. All Group companies are
experiencing increasing sustainability demands from the market. Articles in
the Annual Report describe current developments, such as some new lights
largely manufactured from wood harvested from sustainable forests in Europe.
These components are 3D CNC machined and, as a result, need little or no
tooling, can be made in low volume without the need to carry large stocks, and
can be altered in their shape and design with little overhead cost, save for a
new CNC program.
In summer 2024, the whole Group completed its assessment for the Science Based
Targets initiative (SBTi), to become one of only a relatively few companies
globally that have completed the very detailed and lengthy third party
assessed and verified process. The Group now has a plan to head towards
net-zero - a plan that is assessed, verified and realistic, with a first
target to achieve significant milestones by 2030. All companies within the
Group have targets to reduce their carbon emissions even further, by
significant margins from a baseline in financial year 2020/21. Progress is
assessed at every board meeting, all employees are trained in sustainability
matters, they receive regular newsletters, and there are awards for
contributions from employees. The Group is taking its sustainability
obligations seriously and, as you can see from the commentary above, is not
resting on its laurels and is investing heavily in continuous improvements.
Personnel
I would like to thank all Group employees for their dedication and commitment
throughout the financial year.
In January 2024, Peter Mason retired from his non-executive role on the Board.
Peter joined FW Thorpe Plc in 1987 as Finance Director. He became Joint Chief
Executive in July 2000 and stepped back to a non-executive role in June 2010.
On behalf of the Group and its shareholders, I would like to wish Peter a long
and happy retirement and thank him for his many years of service, during which
time the Group grew significantly, whilst also underpinning the Group's
foundations to make it the strong and stable group it is today.
Dividend
Performance as a whole for the year to 30 June 2024 allows the Board to
recommend an increased final dividend of 5.08p per share (2023:4.84p), which
gives a total for the year of 6.78p (2023: 6.46p excluding special dividend).
A special dividend of 2.50p will also be paid, reflecting the Group's strong
cash position.
Outlook
All Group companies are charged with growth; as ever, this is their target.
With so many companies in the Group, there will be inevitable ups and downs in
various locations. All the larger companies are in good shape with stable and
experienced leadership teams with good order books at the start of the new
financial year. Costs are generally under control, although people cost
pressures remain and the companies need to keep working hard to find
efficiency improvements.
The smaller companies have all struggled somewhat to get themselves back on a
plan for growth in recent years. Changes have been made and each company has a
plan to grow.
The change in governments in various Group locations raises a few questions
about the future, but the Group setup gives good resilience overall.
Consolidated as a whole, the outlook is positive with modest growth
expectations.
Mike Allcock
Chairman
3 October 2024
Consolidated Results
Consolidated income statement.
For the year ended 30 June 2024
Notes 2024 2023
£'000 £'000
Continuing operations
Revenue 2 175,798 176,749
Cost of sales (90,361) (98,891)
Gross profit 85,437 77,858
Distribution costs (22,370) (19,214)
Administrative expenses (33,001) (31,292)
Other operating income 565 480
Operating profit 30,631 27,832
Finance income 1,127 716
Finance expense (1,059) (1,094)
Share of loss of joint ventures (826) (520)
Profit before income tax 29,873 26,934
Income tax expense 3 (5,560) (5,000)
Profit for the year 24,313 21,934
Earnings per share from continuing operations attributable to the equity
holders of the Company during the year (expressed in pence per share).
Basic and diluted earnings per share Notes 2024 2023
pence pence
- Basic 8 20.73 18.72
- Diluted 8 20.73 18.70
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2024
Notes 2024 2023
£'000 £'000
Profit for the year: 24,313 21,934
Other comprehensive income/(expense)
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations (514) 231
(514) 231
Items that will not be reclassified to profit or loss
Revaluation of financial assets at fair value through other comprehensive 403 (105)
income
Movement on associated deferred tax (101) 26
Actuarial gain/(loss) on pension scheme 937 (123)
Movement on unrecognised pension scheme surplus (1,213) 177
26 (25)
Other comprehensive (expense)/income for the year, net of tax (488) 206
Total comprehensive income for the year 23,825 22,140
Consolidated Statement of Financial Position
As at 30 June 2024
Notes 2024 2023
£'000 £'000
Assets
Non-current assets
Property, plant and equipment 5 38,323 38,763
Intangible assets 6 66,104 70,891
Investment properties 4,403 1,986
Financial assets at amortised cost 186 1,587
Equity accounted investments and joint arrangements 4,671 5,592
Financial assets at fair value through other comprehensive income 3,757 3,364
Deferred income tax assets 347 382
Total non-current assets 117,791 122,565
Current assets
Inventories 28,997 33,437
Trade and other receivables 35,764 35,733
Financial assets at amortised cost 3,437 1,266
Short-term financial assets 7 18,965 4
Cash and cash equivalents 33,943 35,013
Total current assets 121,106 105,453
Total assets 238,897 228,018
Liabilities
Current liabilities
Trade and other payables (35,383) (37,457)
Financial liabilities (1,252) (1,435)
Lease liabilities (778) (812)
Current income tax liabilities (949) (1,143)
Total current liabilities (38,362) (40,847)
Net current assets 82,744 64,606
Non-current liabilities
Other payables (10,418) (11,987)
Financial liabilities (1,210) (1,461)
Lease liabilities (3,385) (3,822)
Provisions for liabilities and charges (3,325) (3,299)
Deferred income tax liabilities (5,435) (6,261)
Total non-current liabilities (23,773) (26,830)
Total liabilities (62,135) (67,677)
Net assets 176,762 160,341
Equity
Issued share capital 1,189 1,189
Share premium account 3,088 2,976
Capital redemption reserve 137 137
Foreign currency translation reserve 1,525 2,039
Retained earnings:
At 1 July 154,000 139,392
Profit for the year attributable to the owners 24,313 21,934
Other changes in retained earnings (7,490) (7,326)
170,823 154,000
Total equity 176,762 160,341
Consolidated Statement of Changes in Equity.
For the year ended 30 June 2024
Notes Issued Share Capital Foreign Retained Total
share premium redemption currency earnings equity
capital account reserve translation £'000 £'000
£'000 £'000 £'000 reserve
£'000
Balance at 1 July 2022 1,189 2,827 137 1,808 139,392 145,353
Comprehensive income/(expense)
Profit for the year to 30 June 2023 - - - - 21,934 21,934
Actuarial loss on pension scheme - - - - (123) (123)
Movement on unrecognised pension
Scheme surplus - - - - 177 177
Revaluation of financial assets at fair value through other comprehensive - - - - (105) (105)
income
Movement on deferred tax associated to financial assets at fair value through - - - - 26 26
other comprehensive income
Exchange differences on translation of
foreign operations - - - 231 - 231
Total comprehensive income - - - 231 21,909 22,140
Transactions with owners
Shares issued from exercised options - 149 - - - 149
Dividends paid to shareholders 4 - - - - (7,301) (7,301)
Total transactions with owners - 149 - - (7,301) (7,152)
Balance at 30 June 2023 1,189 2,976 137 2,039 154,000 160,341
Comprehensive income/(expense)
Profit for the year to 30 June 2024 - - - - 24,313 24,313
Actuarial gain on pension scheme - - - - 937 937
Movement on unrecognised pension scheme surplus - - - - (1,213) (1,213)
Revaluation of financial assets at fair value through other comprehensive - - - - 403 403
income
Movement on deferred tax associated to financial assets at fair value through - - - - (101) (101)
other comprehensive income
Exchange differences on translation of foreign operations - - - (514) - (514)
Total comprehensive income - - - (514) 24,339 23,825
Transactions with owners
Shares issued from exercised options - 112 - - - 112
Dividends paid to shareholders 4 - - - - (7,668) (7,668)
Share based payment charge - - - - 152 152
Total transactions with owners - 112 - - (7,516) (7,404)
Balance at 30 June 2024 1,189 3,088 137 1,525 170,823 176,762
Consolidated Statement of Cash Flows
For the year ended 30 June 2024
Notes 2024 2023
£'000 £'000
(Restated)*
Cash flows from operating activities
Cash generated from operations 9 47,760 36,216
Tax paid (6,390) (4,341)
Net cash generated from operating activities 41,370 31,875
Cash flows from investing activities
Purchases of property, plant and equipment (5,121) (7,739)
Proceeds from sale of property, plant and equipment 407 535
Purchases of intangible assets (2,172) (2,255)
Purchases of subsidiaries (net of cash acquired) - (12,602)
Purchase of shares in subsidiaries - (2,104)
Payment of exit earnout of a purchased subsidiary (606) -
Purchase of investment property (2,179) (22)
Proceed from sale of an investment property 502 -
Net sale of financial assets at fair value through other comprehensive income 9 1
Property rental and similar income received 208 93
Dividend income received 182 209
Net (deposit)/withdrawal of short-term financial assets (18,994) 5,075
Interest received 522 434
Receipts from loans receivable - 1,813
Issue of loans receivables (1,082) (1,748)
Net cash used in investing activities (28,324) (18,310)
Cash flows from financing activities
Net proceeds from the issuance of ordinary shares 112 149
Addition of lease liabilities 13 203
Proceeds from borrowings 439 1,039
Repayment of borrowings (839) (2,532)
Principal element of lease payments (855) (789)
Payment of interest (296) (339)
Payment for redemption of shares in a subsidiary (4,266) (4,341)
Payments to non-controlling interests (452) -
Dividends paid to Company's shareholders 4 (7,668) (7,301)
Net cash used in financing activities (13,812) (13,911)
Net decrease in cash in the year (766) (346)
Cash and cash equivalents at beginning of year 35,013 35,505
Effects of exchange rate changes on cash (304) (146)
Cash and cash equivalents at end of year 33,943 35,013
* During the year, there was a re-classification of payments made to
acquire further shares within Electrozemper S.A. for the year ended 30 June
2023 which was incorrectly classified as cash flows from investing
activities. The consolidated statements of cash flows has been restated to
reclassify £4,341,000 from cash flows from investing activities to cash flows
from financing activities. There was no impact on the other financial
statements or accompanying notes.
Notes
1 Basis of preparation
The consolidated and company financial statements of FW Thorpe Plc have been
prepared in accordance with UK adopted International Accounting Standards and
with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards, with future changes being subject to
endorsement by the UK Endorsement Board.
The financial statements have been prepared on a going concern basis, under
the historical cost convention except for the financial instruments measured
at fair value either through other comprehensive income or profit and loss per
the provisions of IFRS 9 and redemption liabilities that are measured at fair
value.
There are no other standards that are not yet effective that are expected to
have a material impact on the Group in the current or future reporting periods
and on foreseeable future transactions.
The financial statements are presented in Pounds Sterling, which is the
Company's functional and presentation currency, rounded to the nearest
thousand.
The preparation of financial information in conformity with the basis of
preparation described above requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the
process of applying the Company's and Group's accounting policies.
The directors confirm they are satisfied that the Group and Company have
adequate resources, with £33.9m cash to continue in business for the
foreseeable future, including the effect of increased costs caused by the
on-going conflict zones, where the Group has no sales, and other global
events. The directors have also produced a severe, but plausible downside
scenario that demonstrates that the Group could cover its cash commitments
over the following year from approving these accounts. For this reason, the
directors continue to adopt the going concern basis in preparing the accounts.
The Board of Directors approved the Consolidated Financial Statements set out
in this document on 3 October 2024. They are not statutory accounts within the
meaning of section 435 of the Companies Act 2006. The Group's Financial
Statements for the year ended 30 June 2024 were approved by the Board on 3
October 2024. They have been reported on by the Group's auditors and will be
delivered to the registrar of companies in due course. The report of the
auditors was (i) unqualified, (ii) did not include a reference to any matters
to which the auditors drew attention by way of emphasis without qualifying
their report, and (iii) did not contain a statement under section 498(2) or
(3) of the Companies Act 2006.
The comparative figures for the financial year 30 June 2023 have been
extracted from the Group's statutory accounts for that financial year. The
report of the auditors was (i) unqualified, (ii) did not include a reference
to any matters to which the auditors drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under section
498(2) or (3) of the Companies Act 2006
2 Segmental Analysis
(a) Business segments
The segmental analysis is presented on the same basis as that used for
internal reporting purposes. For internal reporting FW Thorpe is organised
into twelve operating segments based on the products and customer base in the
lighting market - the largest business is Thorlux, which manufactures
professional lighting systems for industrial, commercial and controls markets.
The businesses of Lumen Intelligence Holding GmbH, SchahlLED Lighting GmbH and
Thorlux Lighting Limited are included in this segment in accordance with the
Group's internal reporting. The businesses in the Netherlands, Lightronics
B.V. and Famostar Emergency Lighting B.V., are material subsidiaries and
disclosed separately as Netherlands companies. The businesses in the Zemper
Group are also material and disclosed separately as the Zemper Group.
The seven remaining operating segments have been aggregated into the "other
companies" reportable segment based upon their size, comprising the entities
Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT
Lighting Limited, Thorlux Lighting L.L.C., Thorlux Australasia Pty Limited and
Thorlux Lighting GmbH.
FW Thorpe's chief operating decision maker (CODM) is the Group Board. The
Group Board reviews the Group's internal reporting in order to monitor and
assess performance of the operating segments for the purpose of making
decisions about resources to be allocated. Performance is evaluated based on a
combination of revenue and operating profit. Assets and liabilities have not
been segmented, which is consistent with the Group's internal reporting.
Thorlux Netherlands Zemper Group Other Inter- Total
£'000 companies £'000 companies segment continuing
£'000 £'000 adjustments operations
£'000 £'000
Year to 30 June 2024
Revenue to external customers 99,492 37,942 19,350 19,014 - 175,798
Revenue to other Group companies 3,555 220 93 3,821 (7,689) -
Total revenue 103,047 38,162 19,443 22,835 (7,689) 175,798
EBITDA 23,402 9,810 4,595 2,347 1,431 41,585
Depreciation, amortisation and impairment 5,495 1,223 2,607 1,629 - 10,954
Operating profit before acquisition adjustments(*) 19,933 8,802 2,880 718 30 32,363
Operating profit 17,907 8,587 1,988 718 1,431 30,631
Net finance income 68
Share of loss of joint ventures (826)
Profit before income tax 29,873
*Acquisition adjustments include amortisation charge of intangible assets of
£3.1m and gain on revaluation of redemption liability of £1.4m.
Year to 30 June 2023
Revenue to external customers 101,859 36,226 19,328 19,336 - 176,749
Revenue to other Group companies 3,601 417 - 4,667 (8,685) -
Total revenue 105,460 36,643 19,328 24,003 (8,685) 176,749
EBITDA 21,458 7,952 4,205 2,392 588 36,595
Depreciation and amortisation 4,212 983 2,307 1,261 - 8,763
Operating profit before acquisition adjustments(*) 18,062 7,187 2,801 1,131 588 29,769
Operating profit 17,246 6,969 1,898 1,131 588 27,832
Net finance expense (378)
Share of loss of joint ventures (520)
Profit before income tax 26,934
* Acquisition adjustments include amortisation of intangible assets of £1.9m.
Inter-segment adjustments to operating profit consist of property rentals on
premises owned by FW Thorpe Plc, adjustments to profit related to stocks held
within the Group that were supplied by another segment, elimination of
inter-segment impairments, changes in fair value of redemption liability, and
elimination of profit on transfer of assets between Group companies.
(b) Geographical analysis
The Group's business segments operate in five main areas: the UK, the
Netherlands, Germany, the rest of Europe and the rest of the world. The home
country of the Company, which is also the main operating company, is the UK.
2024 2023
£'000 £'000
UK 90,330 89,917
Netherlands 36,164 31,845
Germany 17,554 21,548
Rest of Europe 27,693 30,039
Rest of the world 4,057 3,400
175,798 176,749
3 Income Tax Expense
Analysis of income tax expense in the year:
2024 2023
£'000 £'000
Current tax
Current tax on profits for the year 6,622 5,515
Adjustments in respect of prior years (217) (313)
Total current tax 6,405 5,202
Deferred tax
Origination and reversal of temporary differences (845) (202)
Total deferred tax (845) (202)
Income tax expense 5,560 5,000
The tax assessed for the year is lower (2023: lower) than the standard rate of
corporation tax in the UK of 25% (2023: 20.5%). The differences are explained
below:
2024 2023
£'000 £'000
Profit before income tax 29,873 26,934
Profit on ordinary activities multiplied by the standard rate in the UK of 25% 7,468 5,521
(2023: 20.5%)
Effects of:
Expenses not deductible for tax purposes 1,529 1,150
Accelerated tax allowances and other timing differences (810) (145)
Adjustments in respect of prior years (217) (313)
Patent box relief (2,400) (1,718)
Foreign profit taxed at higher rate (10) 505
Tax charge 5,560 5,000
The effective tax rate was 18.61% (2023: 18.56%). Adjustments in respect of
prior years relate to refunds received for prudent assumptions on additional
investment allowances and patent box relief in the tax calculations.
The UK corporation tax rate increased from 19% to 25% from 1 April 2023, which
was substantively enacted in May 2021 and an standard rate of 25% (2023:
average standard rate of 20.5%) is applicable to the Company during the
current year. Deferred tax assets and liabilities have been calculated based
on a rate at which they are expected to crystallise.
4 Dividends
Dividends paid during the year are outlined in the tables below:
Dividends paid (pence per share) 2024 2023
Final dividend 4.84 4.61
Interim dividend 1.70 1.62
Total 6.54 6.23
A final dividend in respect of the year ended 30 June 2024 of 5.08p per share,
amounting to £5,961,000 (2023: £5,674,000) and a special dividend of 2.50p
per share, amounting to £2,934,000 (2023: £nil) are to be proposed at the
Annual General Meeting on 21 November 2024 and, if approved, will be paid on
29 November 2024 to shareholders on the register on 25 October 2024. The
ex-dividend date is 24 October 2024. These financial statements do not reflect
this dividend payable.
Dividends proposed (pence per share) 2024 2023
Final dividend 5.08 4.84
Special dividend 2.50 -
Total 7.58 4.84
Dividends paid 2024 2023
£'000 £'000
Final dividend 5,674 5,403
Interim dividend 1,994 1,898
Total 7,668 7,301
Dividends proposed 2024 2023
£'000 £'000
Final dividend 5,961 5,674
Special dividend 2,934 -
Total 8,895 5,674
5 Property, Plant and Equipment
Freehold land Plant and Right- Total
and buildings equipment of-use £'000
£'000 £'000 assets
£'000
Cost
At 1 July 2023 28,219 37,689 5,942 71,850
Additions 614 4,507 431 5,552
Transfer to investment properties (891) - - (891)
Disposals (12) (1,236) (232) (1,480)
Currency translation (170) (144) (86) (400)
At 30 June 2024 27,760 40,816 6,055 74,631
Accumulated depreciation
At 1 July 2023 6,211 24,758 2,118 33,087
Charge for the year 834 3,217 763 4,814
Transfer to investment properties (240) - - (240)
Disposals (11) (955) (232) (1,198)
Currency translation (28) (91) (36) (155)
At 30 June 2024 6,766 26,929 2,613 36,308
Net book amount
At 30 June 2024 20,994 13,887 3,442 38,323
Freehold land and buildings Plant and Right- Total
£'000 equipment of-use £'000
£'000 assets
£'000
Cost
At 1 July 2022 25,354 33,795 4,356 63,505
Acquisition of subsidiaries* - 50 134 184
Additions 2,892 4,847 1,751 9,490
Disposals - (970) (278) (1,248)
Currency translation (27) (33) (21) (81)
At 30 June 2023 28,219 37,689 5,942 71,850
Accumulated depreciation
At 1 July 2022 5,477 22,518 1,692 29,687
Acquisition of subsidiaries* - - 38 38
Charge for the year 738 2,937 614 4,289
Disposals - (685) (220) (905)
Currency translation (4) (12) (6) (22)
At 30 June 2023 6,211 24,758 2,118 33,087
Net book amount
At 30 June 2023 22,008 12,931 3,824 38,763
* Acquisition of subsidiaries are the assets acquired from the purchase of the
Lumen companies with a fair value of £146,000.
Freehold land which was not depreciated at 30 June 2024 amounted to £755,000
(2023: £758,000) (Group) and £500,000 (2023: £500,000) (Company).
6 Intangible Assets
Group 2024 Goodwill Development Technology Brand Customer Software Patents Fishing Total
£'000 costs £'000 name relationship £'000 £'000 rights £'000
£'000 £'000 £'000 £'000
Cost
At 1 July 2023 47,003 13,956 2,893 5,164 15,078 3,747 159 182 88,182
Additions - 2,019 - - - 133 20 - 2,172
Disposals - (1,902) - - - (20) - - (1,922)
Write-offs (481) - - - - - - - (481)
Currency translation (620) (119) (36) (70) (214) (7) (1) - (1,067)
At 30 June 2024 45,902 13,954 2,857 5,094 14,864 3,853 178 182 86,884
Accumulated amortisation and impairment
At 1 July 2023 233 7,925 2,643 1,702 1,806 2,826 156 - 17,291
Charge for the year - 2,351 149 1,419 1,566 361 - - 5,846
Impairment 249 - - - - - - - 249
Disposals - (1,902) - - - (20) - - (1,922)
Write-offs (481) - - - - - - - (481)
Currency translation (1) (78) (35) (40) (46) (3) - - (203)
At 30 June 2024 - 8,296 2,757 3,081 3,326 3,164 156 - 20,780
Net book amount
At 30 June 2024 45,902 5,658 100 2,013 11,538 689 22 182 66,104
Group 2023 Goodwill Development Technology Brand Customer Software Patents Fishing Total
£'000 costs £'000 name relationship £'000 £'000 rights £'000
£'000 £'000 £'000 £'000
Cost
At 1 July 2022 32,778 16,320 2,895 3,845 9,460 3,344 159 182 68,983
Acquisition of subsidiaries* 14,624 - - 1,354 5,759 38 - - 21,775
Additions - 1,874 - - - 381 - - 2,255
Disposals - - - - - (12) - - (12)
Write-offs - (4,228) - - - - - - (4,228)
Currency translation (399) (10) (2) (35) (141) (4) - - (591)
At 30 June 2023 47,003 13,956 2,893 5,164 15,078 3,747 159 182 88,182
Accumulated amortisation
At 1 July 2022 252 10,009 2,495 1,273 473 2,460 156 - 17,118
Charge for the year - 2,152 151 434 1,350 367 - - 4,454
Disposals - - - - - (1) - - (1)
Write-offs - (4,228) - - - - - - (4,228)
Currency translation (19) (8) (3) (5) (17) - - - (52)
At 30 June 2023 233 7,925 2,643 1,702 1,806 2,826 156 - 17,291
Net book amount
At 30 June 2023 46,770 6,031 250 3,462 13,272 921 3 182 70,891
* Acquisition of subsidiaries are the assets acquired from the purchase of the
Lumen companies with a fair value of £7,151,000, excluding goodwill.
7 Short-Term Financial Assets
2024 2023
£'000 £'000
At 1 July 4 5,079
Net deposits/(withdrawals) 18,994 (5,075)
Currency translation (33) -
At 30 June 18,965 4
The short-term financial assets consist of term cash deposits with an original
term in excess of three months.
8 Earnings Per Share
Basic and diluted earnings per share for profit attributable to equity holders
of the Company
Basic earnings per share is calculated by dividing the profit attributable to
equity holders of the Company by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the
Company and held as treasury shares.
Basic 2024 2023
Weighted average number of ordinary shares in issue 117,256,012 117,199,805
Profit attributable to equity holders of the Company (£'000) 24,313 21,934
Basic earnings per share (pence per share) total 20.73 18.72
Diluted earnings per share is calculated by dividing the profit attributable
to equity holders of the Company by the weighted average number of ordinary
shares in issue during the year, excluding ordinary shares purchased by the
Company and held as treasury shares, plus the number of shares earnt for share
options where performance conditions have been achieved.
Diluted 2024 2023
Weighted average number of ordinary shares in issue (diluted) 117,294,290 117,294,937
Profit attributable to equity holders of the Company (£'000) 24,313 21,934
Diluted earnings per share (pence per share) total 20.73 18.70
9 Cash Generated from Operations
2024 2023
£'000 £'000
Profit before income tax 29,873 26,934
Depreciation of property, plant and equipment 4,814 4,289
Depreciation of investment property 45 20
Amortisation of intangible assets 5,846 4,454
Impairment of goodwill 249 -
Fair value adjustment on redemption liability (1,402) -
Profit on disposal of property, plant and equipment (125) (192)
Profit on disposal of an investment property (134) -
Net finance expense/(income) (68) 378
Retirement benefit contributions less the current and past service charge (276) 54
Share of joint venture loss 826 520
Share-based payment charge 152 -
Research and development expenditure credit (356) (382)
Effects of exchange rate movements 907 952
Changes in working capital
- Decrease/(increase) in inventories 4,258 3,117
- Decrease/(increase) in trade and other receivables 135 (98)
- Increase/(decrease) in payables and provisions 3,016 (3,830)
Cash generated from operations 47,760 36,216
10 Events after the Statement of Financial Position date
There are no events after the statement of financial position date that have
significant impact to the Group's financial position.
11 Cautionary statement
Sections of this report contain forward looking statements that are subject to
risk factors including the economic and business circumstances occurring from
time to time in countries and markets in which the Group operates. By their
nature, forward looking statements involve a number of risks, uncertainties
and future assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results and outcomes to differ materially from those expressed in or implied
by the forward looking statements. No assurance can be given that the
forward-looking statements in this preliminary announcement will be realised.
Statements about the Chairman's expectations, beliefs, hopes, plans,
intentions and strategies are inherently subject to change, and they are based
on expectations and assumptions as to future events, circumstances and other
factors which are in some cases outside the Company's control. Actual results
could differ materially from the Company's current expectations. It is
believed that the expectations set out in these forward looking statements are
reasonable but they may be affected by a wide range of variables which could
cause actual results or trends to differ materially, including but not limited
to, changes in risks associated with the Company's growth strategy,
fluctuations in product pricing and changes in exchange and interest rates.
12 Annual report and accounts
The annual report and accounts will be sent to shareholders on 18 October 2024
and will be available, along with this announcement, on the Group's website
(www.fwthorpe.co.uk) from 18 October 2024. The Group will hold its AGM on 21
November 2024.
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. END FR MTBRTMTBMBBIRecent news on FW Thorpe
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AnnouncementREG - Thorpe(F.W.) PLC - Transaction in Own Shares
AnnouncementREG - Thorpe(F.W.) PLC - Transaction in Own Shares
AnnouncementREG - Thorpe(F.W.) PLC - Transaction in Own Shares
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