REG - Thorpe(F.W.) PLC - Interim Results
16/03/2023 07:00
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RNS Number : 1346T Thorpe(F.W.) PLC 16 March 2023
INTERIM RESULTS FOR THE SIX MONTHS TO 31 DECEMBER 2022
FW Thorpe Plc - a group of companies that design, manufacture and supply
professional lighting systems - is pleased to announce its interim results for
the six months ended 31 December 2022.
Financial highlights:
Interim Interim Exc. SchahlLED/Zemper acquisition
2023 (unaudited) 2022 (unaudited)
Revenue £81.9m £63.5m +29% +12%
Operating profit £11.0m £8.8m +24% +16%
Profit before tax £10.6m £8.5m +25% +21%
Basic earnings per share 7.15p 5.91p +21% +19%
· Interim dividend 1.62p (Interim 2022: 1.54p) - 5.2% increase
· Like for like growth, driven by Thorlux which saw supply chain
challenges easing, solid revenue and operating profit increase
· Netherlands and Zemper performances suppressed by margin
pressures
· Other UK companies showing overall improvement
· Net cash generated from operating activities - £9.9m (Interim
2022: £8.9m)
· Initial acquisition of SchahlLED in Germany completed in
September
Note: This announcement contains inside information for the purposes of
Article 7 of Regulation 596/2014 (MAR).
For further information, please contact:
FW Thorpe Plc
Mike Allcock - Chairman and Joint Chief Executive 01527 583200
Craig Muncaster - Joint Chief Executive and Group Financial Director 01527 583200
Singer Capital Markets - Nominated Adviser
James Moat 020 7496 3000
CHAIRMAN'S INTERIM STATEMENT
It is pleasing to report that Group manufacturing operations have returned to
a more normal and orderly situation, supply shortages have eased, and good
customer service levels are returning.
Revenue for the half year ended 31 December 2022 was £81.9m compared with
£63.5m for the prior half year; this increase of 29% was as a result of
improvement at almost all Group companies and the addition of SchahlLED, whose
revenue is seasonally strong in the last quarter of the calendar year. On a
like-for-like basis, excluding the recent acquisition of SchahlLED, revenue
increased 12%. Despite varying achievements at subsidiaries, operating profit
increased by 24% to £11.0m. There were notable achievements at Thorlux
Lighting and continued improvements at the UK companies Philip Payne and
Solite, whilst some other companies struggled to some extent to cope with and
react to rising costs, in particular material and wage inflation.
The Group had an excellent operational performance, allowing it to catch up on
outstanding deliveries: the order backlog reduced, whilst order input
generally slowed during the period. Positivity about the short-term order
outlook remains, especially at Thorlux (the Group's largest business),
notwithstanding some general concern about the state of the economy as a
whole.
Over the last two years, supply shortages have been a significant problem for
many businesses, but especially for the Group, since it tends to focus on
producing more technologically advanced lighting systems. These products
require the use of microprocessors and certain electronic assemblies, which
have been particularly scarce in recent times and subject to especially high
inflationary pressure as a result. Stock was built up to manage these
shortages, taking overall stocks higher than historic norms. Now that supply
shortages have mostly been resolved, the Group is in a healthy stock position
and all companies have active plans to reduce stocks to more normal levels in
coming months.
Thorlux's new SmartScan generation 2 is now in production and in use on
several projects, with thousands of luminaires successfully exploiting the new
software and improved platform. SmartScan is now also integrated into products
manufactured by most Group companies.
FW Thorpe welcomed SchahlLED Lighting GmbH during the reporting period, and
three months of the company's contributions are included in the operating
results. Whilst revenue is consolidated from all Group companies, the headline
operating profit number is suppressed by IFRS acquisition adjustments in
relation to Zemper and SchahlLED.
Sustainability remains a significant activity taking some of the Group's
attention. In recent months the Thorlux solar PV array has been expanded
significantly, and now has a capacity of 1.5MW from 3000+ panels. The
construction of the new Famostar warehouse has commenced and will benefit also
from solar PV, with a target completion of this summer. Sustainability
training has been given to all Group employees, and regular newsletters and
cross-team meetings encourage the sharing and rewarding of best practices.
Scope 3 emissions data - primarily the lifetime energy use of Group companies'
luminaires at customers' premises, and upstream energy use in making
components at the Group's myriad of suppliers - have now been collated
Group-wide, and there is continued progress, with third-party assistance,
towards an improvement plan and a Net Zero strategy.
As a result of ongoing performance as well as a strong balance sheet, the
Board has approved an increased dividend of 1.62p (interim 2022: 1.54p) for
the six months to 31 December 2022.
High energy costs and the imminent ban on the sale of fluorescent lamps in the
UK and EU are both stimulating activity in the Group's key market sectors. The
outlook for the second half remains quite positive, although the revenue
growth percentage is unlikely to be maintained at such a high level due to the
good performance in the second half of last year.
Mike Allcock
Chairman
16 March 2023
FW Thorpe Plc
CONSOLIDATED INCOME STATEMENT
for the six months to 31 December 2022
31.12.22 31.12.21 30.06.22
(six months to) (six months to) (twelve months to)
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Revenue 81,853 63,507 143,715
Operating profit 10,979 8,836 24,715
Finance income 261 208 527
Finance expense (620) (548) (1,367)
Share of profit of joint ventures - - 228
Profit before income tax 10,620 8,496 24,103
Income tax expense (2,240) (1,596) (4,030)
Profit for the period 8,380 6,900 20,073
Dividend rate per share:
Interim 1.62p 1.54p 1.54p
Final - - 4.61p
Special - 2.27p 2.27p
Earnings per share - basic 7.15p 5.91p 17.16p
- diluted 7.15p 5.88p 17.13p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months to 31 December 2022
31.12.22 (six months to) 31.12.21 (six months to) 30.06.22
(twelve months to)
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Profit for the period 8,380 6,900 20,073
Other comprehensive (expenses)/income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign operations 1,323 (299) (268)
1,323 (299) (268)
Items that will not be reclassified to profit or loss
Revaluation of financial assets at fair value through other comprehensive 82 115 (57)
income *
Actuarial gain on pension scheme ** - - 953
Movement on unrecognised pension surplus ** - - (1,143)
Taxation (20) (29) 14
62 86 (233)
Other comprehensive income/(expense) for the period, net of tax 1,385 (213) (501)
Total comprehensive income for the period 9,765 6,687 19,572
All comprehensive income is attributable to the owners of the company.
* The gain on the revaluation of financial assets at fair value through other
comprehensive income of £82,000 is due to the increase in market value of
these investments.
** No interim actuarial valuation undertaken
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
As at As at As at
31.12.22 31.12.21 30.06.22
(unaudited) (unaudited) (audited)
Assets £'000 £'000 £'000
Non-current assets
Property, plant and equipment 36,372 29,129 33,818
Intangible assets 71,601 49,125 51,865
Investment property 1,974 1,958 1,984
Financial assets at amortised cost 1,622 537 1,124
Equity accounted investments and joint arrangements 6,267 5,678 6,112
Financial assets at fair value through other comprehensive income 3,553 3,909 3,470
Deferred income tax assets 259 - 120
121,648 90,336 98,493
Current assets
Inventories 37,889 27,033 32,758
Trade and other receivables 31,881 29,693 33,018
Financial assets at amortised cost 1,800 1,800 1,800
Short-term financial assets 5 15,613 5,079
Cash and cash equivalents 21,104 23,636 35,505
Total current assets 92,679 97,775 108,160
Total assets 214,327 188,111 206,653
Liabilities
Current liabilities
Trade and other payables (38,274) (32,934) (35,801)
Financial liabilities (1,057) (990) (332)
Lease liabilities (742) (303) (506)
Current income tax liabilities (865) (308) (641)
Total current liabilities (40,938) (34,535) (37,280)
Net current assets 51,741 63,240 70,880
Non-current liabilities
Other payables (10,810) (11,089) (12,880)
Financial liabilities (1,622) (894) (1,830)
Lease liabilities (3,534) (651) (2,510)
Provisions for liabilities and charges (3,377) (2,459) (2,536)
Deferred tax liabilities (4,231) (1,666) (4,264)
Total non-current liabilities (23,574) (16,759) (24,020)
Total liabilities (64,512) (51,294) (61,300)
Net assets 149,815 136,817 145,353
Equity attributable to owners of the company
Issued share capital 1,189 1,189 1,189
Share premium account 2,927 2,711 2,827
Capital redemption reserve 137 137 137
Foreign currency translation reserve 3,131 1,777 1,808
Retained earnings
At 1 July 139,392 131,631 131,631
Profit for the year attributable to owners 8,380 6,900 20,073
Other changes in retained earnings (5,341) (7,528) (12,312)
142,431 131,003 139,392
Total equity 149,815 136,817 145,353
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months to 31 December 2022
Share Capital Share Premium Capital Redemption Reserve Foreign Currency Translation Reserve Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 30 June 2021 1,189 1,960 137 2,076 131,631 136,993
Comprehensive income
Profit for six months to 31 December 2021 - - - - 6,900 6,900
Other comprehensive income - - - (299) 86 (213)
Total comprehensive income - - - (299) 6,986 6,687
Transactions with owners
Share options exercised - 751 - - - 751
Dividends paid to shareholders - - - - (7,617) (7,617)
Share-based payment charge - - - - 3 3
Total transactions with owners - 751 - - (7,614) (6,863)
Balance at 31 December 2021 1,189 2,711 137 1,777 131,003 136,817
Comprehensive income
Profit for six months to 30 June 2022 - - - - 13,173 13,173
Actuarial gain on pension scheme - - - - 953 953
Movement on unrecognised pension surplus - - - - (1,143) (1,143)
Revaluation of financial assets at fair value through other comprehensive - - - - (172) (172)
income
Movement on associated deferred tax - - - - 43 43
Exchange rate differences on translation of foreign operations - - - 31 - 31
Total comprehensive income - - - 31 12,854 12,885
Transactions with owners
Share options exercised - 116 - - - 116
Dividends paid to shareholders - - - - (4.462) (4,462)
Share-based payment charge - - - - (3) (3)
Total transactions with owners - 116 - - (4,465) (4,349)
Balance at 30 June 2022 1,189 2,827 137 1,808 139,392 145,353
Comprehensive income
Profit for six months to 31 December 2022 - - - - 8,380 8,380
Other comprehensive income - - - 1,323 62 1,385
Total comprehensive income - - - 1,323 8,442 9,765
Transactions with owners
Share options exercised - 100 - - - 100
Dividends paid to shareholders - - - - (5,403) (5,403)
Share-based payment charge - - - - - -
Total transactions with owners - 100 - - (5,403) (5,303)
Balance at 31 December 2022 1,189 2,927 137 3,131 142,431 149,815
CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months to 31 December 2022
31.12.22 31.12.21 30.06.22
(six months to) (six months to) (twelve months to)
(unaudited) (unaudited) (audited)
£'000 £'000 £'000
Cash generated from operations
Profit before income tax 10,620 8,496 24,103
Adjustments for
- Depreciation charge 2,048 1,789 3,759
- Depreciation of investment property 10 9 19
- Amortisation of intangibles 1,770 1,207 3,213
- Profit on disposal of property, plant and equipment (58) (111) (197)
- Net finance expense 359 340 855
- Retirement benefit contributions in excess of current and past service (73) (73) (190)
charge
- Share-based payment charge - 2 -
- Share of joint venture profit - - (228)
- Research and development expenditure credit (182) (144) (306)
- Effects of exchange rate movements 394 350 (520)
Changes in working capital
- Inventories (2,136) (3,324) (8,986)
- Trade and other receivables 3,008 2,730 (603)
- Payables and provisions (3,921) 348 3,870
Cash generated from operations 11,839 11,619 24,789
Tax paid (1,964) (2,670) (5,049)
Cash flow from investing activities
Purchase of property, plant and equipment (4,133) (1,743) (5,510)
Proceeds from sale of property, plant and equipment 155 219 423
Purchase of intangibles (1,157) (917) (2,366)
Purchase of subsidiaries (net of cash acquired) (12,603) (14,624) (14,625)
Purchase of shares in subsidiaries (5,293) (15,286) (15,219)
Purchase of investment property - - (36)
Investment in joint venture or associate - (4,838) (4,958)
Net sale of financial assets at fair value through Other Comprehensive Income - - 268
Property rental and similar income 23 32 113
Dividend income 102 124 246
Net withdrawal of short-term financial assets 5,074 7,990 18,524
Interest received 137 67 218
Net issue of loan notes (437) - (806)
Net cash used in investing activities (18,132) (28,976) (23,728)
Cash flow from financing activities
Net proceeds from the issuance of ordinary shares 100 751 867
Proceeds from loans 1,006 49 236
Repayment of borrowings (1,787) (1,039) (1,271)
Payment of lease liabilities (334) (148) (535)
Payment of lease interest (94) (23) (139)
Dividends paid to company shareholders (5,403) (7,617) (12,079)
Net cash used in financing activities (6,512) (8,027) (12,921)
Effects of exchange rate changes on cash 368 (578) 146
Net decrease in cash and cash equivalents (14,401) (28,632) (16,763)
Cash and cash equivalents at the beginning of the period 35,505 52,268 52,268
Cash and cash equivalents at the end of the period 21,104 23,636 35,505
Notes to the Interim Financial Statements
1. Basis of preparation
The consolidated interim financial statements for the six months to 31
December 2022 have been prepared in accordance with the AIM Rules for
Companies, 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 figures for the period to 31 December 2022 and the comparative period to
31 December 2021 have not been audited or reviewed and are therefore disclosed
as unaudited. The figures for 30 June 2022 have been extracted from the
financial statements for the year to 30 June 2022, which have been delivered
to the Registrar of Companies. The interim financial statements do not
constitute statutory accounts within the meaning of the Companies Act 2006.
The financial statements are presented in Pounds Sterling,
rounded to the nearest thousand.
The interim financial statements are prepared under the
historical cost convention, modified by the revaluation of certain current and
non-current investments at fair value through profit or loss and through other
comprehensive income.
The accounting policies set out in the financial statements for
the year ended 30 June 2022 have been applied consistently throughout the
Group during the period.
2. Segmental analysis
The segmental analysis is presented on the same basis as that used for
internal reporting purposes. For internal reporting FW Thorpe is organised
into eleven operating segments, based on the products and customer base in the
lighting market - the largest business is Thorlux, which manufactures
professional lighting systems for the industrial, commercial and controls
markets. The recently acquired SchahlLED business is included in this
segment in accordance with the Group's internal reporting. The businesses in
the Netherlands, Lightronics and Famostar, are material subsidiaries and
disclosed separately as Netherlands companies. The businesses in the Zemper
Group are also material and disclosed separately as Zemper Group.
The seven remaining continuing operating segments have been aggregated into
the "other companies" segment based on their size, comprising the entities
Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT
Lighting Limited, Thorlux 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 the performance of the operating segments for the purpose of making
decisions about resources to be allocated. The CODM reviews the performance
of the business by considering the key profit measure of operating profit,
including the impact of associated contingent consideration arrangements, and
considers that none of the other operating segments are of sufficient size and
distinction to be reviewed separately when making Group wide strategic
decisions. Assets and liabilities have not been segmented which is
consistent with the Group's internal reporting.
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.
2. Segmental analysis (continued)
Thorlux Netherlands Zemper Other Inter- Total
Companies Group Companies Segment Continuing
Operations
£'000 £'000 £'000 £'000 £'000 £'000
Six months to 31 December 2022
Revenue to external customers 46,964 16,746 8,676 9,467 - 81,853
Revenue to other Group companies 2,026 317 - 2,342 (4,685) -
Total revenue 48,990 17,063 8,676 11,809 (4,685) 81,853
Depreciation and amortisation 1,724 451 1,012 641 - 3,828
EBITDA 8,747 3,193 1,761 938 168 14,807
Operating profit before acquisition adjustments 8,046 2,850 1,199 297 168 12,560
Operating profit 7,023 2,742 749 297 168 10,979
Net finance expense (359)
Profit before tax expense 10,620
Included in the Thorlux segment are additional revenues from SchahlLED of
£6,674,000 and operating profit of £367,000.
Acquisition adjustments includes amortisation for intangible assets.
Six months to 31 December 2021
Revenue to external customers 35,621 15,810 4,629 7,447 - 63,507
Revenue to other Group companies 2,020 - - 2,454 (4,474) -
Total revenue 37,641 15,810 4,629 9,901 (4,474) 63,507
Depreciation and amortisation 1,682 622 194 507 - 3,005
EBITDA 6,795 3,595 646 627 178 11,841
Operating profit before acquisition adjustments 5,113 3,188 766 120 178 9,365
Operating profit 5,113 2,973 452 120 178 8,836
Net finance expense (340)
Profit before tax expense 8,496
Year to 30 June 2022
Revenue to external customers 78,912 34,676 14,152 15,975 - 143,715
Revenue to other Group companies 5,171 377 - 5,794 (11,342) -
Total revenue 84,083 35,053 14,152 21,769 (11,342) 143,715
Depreciation and amortisation 3,378 1,043 1,525 1,045 - 6,991
EBITDA 16,887 8,514 3,107 2,692 506 31,706
Operating profit before acquisition adjustments (unaudited) 13,509 7,846 2,242 1,647 506 25,750
Operating profit 13,509 7,471 1,582 1,647 506 24,715
Net finance expense (840)
Share of profit of joint ventures 228
Profit before tax expense 24,103
3. Acquisition
In September 2022, the Group acquired 80% of the share capital of SchahlLED
Lighting in Germany, a turnkey provider of intelligent energy saving lighting
products for the industrial and logistics sector. The company was acquired
for an initial consideration of £12.9m (€14.6m) and could pay an additional
amount to be determined by SchahlLED's EBITDA performance in the year ending
30 June 2023. The current best estimate for this is £1.1m (€1.3m).
There is a fixed commitment to acquire the remaining shares, based on current
best estimates, a further £5.5m (€6.2m) could be payable which is subject
to future performance conditions.
Amounts recognised in respect of this acquisition are:
€'000 £'000
Total identifiable assets 1,791 1.576
Goodwill 20,359 17,920
Total purchase consideration 22,150 19,496
Total purchase consideration satisfied by:
Cash 14,643 12,888
Deferred consideration 1,280 1,127
Redemption liability 3,661 3,222
Contingent consideration 2,566 2,259
Total consideration 22,150 19,496
Net cash flow arising on acquisition
Cash consideration 14,643 12,888
Less cash in subsidiary acquired (324) (285)
Cash outflow on acquisition 14,319 12,603
A fair value exercise has not yet been performed on the acquired assets and
liabilities; this will be undertaken for the current financial year-end. The
outcome of this exercise may result in changes to the fair value of the
acquired assets and liabilities, as well as associated goodwill.
This acquisition is expected to make a contribution to Group profits for the
current financial year.
4. Purchase of shares in subsidiaries
On 12 September 2022, the Group purchased a further 13.5% of the share capital
of Electrozemper S.A. with a cash payment of £5.3m (€6.1m), as part of its
commitment to acquire the remaining shares.
5. Earnings per share
The basic earnings per share is calculated on profit after
taxation and the weighted average number of ordinary shares in issue of
117,191,586 (Interim 2022: 116,816,601) during the period.
The diluted earnings per share is calculated on profit after taxation and the
weighted average number of potentially dilutive ordinary shares in issue of
117,292,983 (Interim 2022: 117,368,458) during the period.
6. Dividend
The interim dividend is at the rate of 1.62p per share (Interim
2022: 1.54p) and based on 117,191,586 shares in issue at the announcement date
the dividend will amount to £1,899,000 (Interim 2022: £1,803,000). The
interim dividend will be paid on 21 April 2023 to shareholders on the register
at the close of business on 24 March 2023, and the shares become ex-dividend
on 23 March 2023.
For the year ended 30 June 2022, a final dividend of 4.61p (2021: final 4.31p)
per share and a special dividend of nil (2021: special 2.20p), amounting to
£5,403,000 (2021: £7,617,000) was paid on 25 November 2022.
7. Availability of interim statement
Copies of the interim report are being sent to shareholders and
will also be available from the company's registered office or on the
company's website (www.fwthorpe.co.uk (http://www.fwthorpe.co.uk) ) from 31
March 2023.
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