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REG - Inspecs Group PLC - Interim Results

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RNS Number : 6193L  Inspecs Group PLC  07 September 2023

7 September 2023

INSPECS Group plc

("INSPECS", "the Company" or "the Group")

 

Interim Results

 

INSPECS Group plc, a global eyewear and lens design house and manufacturer,
presents its unaudited interim results for the six months ended 30 June 2023.
This is the first set of results in the Group's new reporting currency of
GBP.

Financial highlights:

 ●    Revenue increased by 6.1% to £111.2m (H1 2022: £104.8m)
 ●    On a constant exchange rates basis(1), revenue increased by 2.3% to £107.2m
      (H1 2022: £104.8m)
 ●    Operating profit increased by 25.1% to £4.6m (H1 2022: £3.6m)
 ●    Gross profit margin 51.4% (H1 2022: 50.5%)
 ●    Underlying EBITDA(2) increased by 5.4% to £12.1m (H1 2022: £11.4m)
 ●    Adjusted Profit Before Tax (PBT)(2) of £6.9m (H1 2022: £7.5m)
 ●    Adjusted PBT Basic Earnings Per Share (EPS)(2) of £0.07 (H1 2022: £0.07)
 ●    Reported Profit Before Tax of £3.8m (H1 2022: £0.2m loss(3))
 ●    Reported basic EPS of £0.02 (H1 2022: £(0.03) (3)), with diluted EPS of
      £0.02 (H1 2022: £(0.03) (3))
 ●    Cash generated from operations £11.5m (H1 2022: £8.7m)
 ●    Net debt excluding leasing £22.7m (31 December 2022: £27.6m)

 

Operational highlights:

 

 ●    6.9m eyewear frames sold in H1 2023, compared to 6.2m in H1 2022
 ●    Strong revenue growth in UK (+20%), North America (+9%) and LATAM (+277%)
 ●    Substantial growth of low vision aids revenue in North America (+19%) to
      £5.9m in H1 2023
 ●    Construction of the new Vietnam manufacturing facility commenced in May 2023,
      with scheduled completion in H1 2024
 ●    Norville losses reduced substantially compared H1 2022
 ●    Renewal completed on key licensed brands; Marco Polo and Ted Baker
 ●    Orders received for a key licence brand by a global retailer to be delivered
      in Q4 2023
 ●    Successful launch of a women's Titanflex range in Germany
 ●    Significant growth in commercial activity within Skunkworks, the Group's
      research and development division
 ●    Good progress against objectives outlined in our ESG framework

 

 1  Constant currency exchange rates: figures at constant currency exchange rates
    have been calculated using the average exchange rates in effect for the
    corresponding period in the relevant comparative period (H1 2022).
 2  Refer to table "Underlying EBITDA and Adjusted PBT".
 3  Comparative figures have been restated throughout to be presented in GBP
    following a change in presentational currency. See note 2 for further details.
    In addition, the six-month period to 30 June 2022 has been restated following
    a retrospective adjustment, see note 11.

 

 

Richard Peck, CEO of INSPECS, said:

"The Group has made steady progress during the period, with an improved
trading and cash generation performance.  We remain focused on achieving
operational efficiency gains and continue to identify integration
opportunities across our global trading platform.

Construction of our new manufacturing facility in Vietnam commenced in May
2023, with expected completion in H1 2024. Once fully operational, this will
increase the manufacturing capacity of the Group to circa 12 million units per
year.

Trading in the second half to date has been in line with our expectations and
our order books remain at a good level. Whilst we remain cautious in relation
to global economic and political events, we remain confident with our full
year outlook."

For further information please contact:

 INSPECS Group plc                         via FTI Consulting

 Richard Peck (CEO)                        Tel: +44 (0) 20 3727 1000

 Chris Kay (CFO)

 Peel Hunt (Nominated Adviser and Broker)  Tel: +44 (0) 20 7418 8900

 Adrian Trimmings

 Andrew Clark

 Lalit Bose

 FTI Consulting (Financial PR)             Tel: +44 (0) 20 3727 1000

 Alex Beagley                              INSPECS@fticonsulting.com (mailto:inspecs@fticonsulting.com)

 Harriet Jackson

 Rafaella de Freitas

 

About INSPECS Group plc

INSPECS is a leading provider of eyewear solutions to the global eyewear
market. The Group produces a broad range of eyewear frames, low vision aids
and lenses, covering optical, sunglasses and safety, which are either
"Branded" (either under licence or under the Group's own proprietary brands),
or "OEM" (unbranded or private label on behalf of retail customers).

INSPECS is building a global eyewear business through its
vertically-integrated business model. Its continued growth is underpinned by
six core drivers, including; increasing the penetration of its own-brand
portfolio, increasing distribution in Asian Pacific markets, growing its
travel retail markets, maximising group synergies, expanding its manufacturing
capacity and scaling the research and development department as it develops
new and innovative eyewear channels.

The Group has operations across the globe: with offices and subsidiaries in
the UK, Germany, Portugal, Scandinavia, the US and China (including Hong Kong,
Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK
and Italy.

INSPECS customers are global optical and non-optical retailers, global
distributors and independent opticians, with its distribution network covering
over 80 countries and reaching approximately 75,000 points of sale.

More information is available at: www.INSPECS.com (http://www.INSPECS.com)

 

CHIEF EXECUTIVE REVIEW

I am pleased to present our results for the six months ended 30 June 2023. The
Group has performed well during the period, achieving record first half
revenue of £111.2m (H1 2022: £104.8m) a 6.1% increase. The Group sold 6.9m
eyewear units in the period, up 11.3% compared to 6.2m eyewear units sold in
H1 2022.

The Group made an Underlying EBITDA of £12.1m compared to £11.4m for the
same period in 2022.

On a constant exchange basis, Group revenues increased 2.3% from £104.8m to
£107.2m.

The Group's performance at the Underlying EBITDA level in H1 2023 exceeded our
previous record performance of H1 2022 by 5.4%. The Group saw good growth in
our UK and North American businesses, and a significant reduction in the
operational losses at Norville, as a result of our cost saving programme. Our
European markets (excluding the UK) remained relatively flat. Our gross profit
margin, despite cost inflationary pressures, increased to 51.4% from 50.5%.
Administrative expenses in the period of £49.3m (H1 2022: £46.6m) were well
controlled, decreasing from 44.4% to 44.3% of revenue.

The Group has made key licence renewals, including Marco Polo and Ted Baker,
as well as receiving a significant order from a global retailer for a key
licence brand which will be delivered in Q4 2023.

UK

Within the UK market, revenue has increased by 19.5% to £13.6m, driven by
increased distribution to major retail chains.

Europe

Revenue in Europe at £52.2m was flat year on year with a strong performance
in our key German market offset by a softer performance in other European
markets. During the period TitanFlex, a brand designed for comfort,
successfully launched a new range for women.

North America

Revenue within North America has increased by £3.0m (8.6%) to £37.4m, with
good growth in our frame and low vision operating entities.

Frames and Optics

Our Frames and Optics distribution business increased its external revenue
from £93.2m in H1 2022 to £100.2m in H1 2023, an increase of 7.6%. This was
driven mainly by a good performance in the UK and North American markets.

Wholesale

In line with our expectations for the first six months, external revenue from
the Wholesale business for H1 2023 was £9.0m, compared to £9.9m in H1 2022.
We expect to see increased activity in the second half.

Lenses

Our lens manufacturing business has reported external revenue growth of 13.9%,
with losses from the division decreasing by £0.9m to £1.2m. We continue to
make steady progress, with increased revenue and operational activity, and a
drive towards profitability in the future.

Manufacturing

Construction of our new manufacturing facility in Vietnam commenced in May
2023, with expected completion in H1 2024. Once fully operational, this will
increase the manufacturing capacity of the Group to circa 12 million units per
year.

We continue to evaluate our Portugal manufacturing facility, which would
mainly supply our European markets.

Research and development

The research and development division of the business, Skunkworks, has
continued to work on the development of innovative eyewear channels, resulting
in significant growth in commercial activity during H1 2023.

ESG

Following the establishment of our ESG Committee in 2022, we have been
progressing against our ESG goals. During the period the Group donated two
water filtration units for local schools in Vietnam and offset over 4,500
TCO(2)e through renewable energy projects. We continue to assess ways in which
we can further integrate ESG into our corporate strategy.

Eyewear market

The eyewear market is projected to grow at a rate of 4.4% per year between
2023 and 2027 (data from Statista.com) providing a resilient base to support
our long-term growth strategy.

Outlook

Trading in the second half to date has been in line with our expectations and
our order books remain at a good level. Whilst we remain cautious in relation
to global economic and political events, we remain confident with our full
year outlook.

I would like to thank all our teams across the globe who have contributed to
this good performance in H1 2023, and their continuing hard work and
dedication in achieving our long-term goal of developing INSPECS Group into
one of the world's leading eyewear companies.

Richard Peck

7 September 2023

 

FINANCIAL REVIEW

 

Revenue

Revenue increased to £111.2m from £104.8m in H1 2022, an increase of 6.1%.
This was driven by strong growth in our UK and North American markets. On a
constant exchange rate(1) revenues increased 2.3% from £104.8m (H1 2022) to
£107.2m.

 

Gross Profit Margin

The Group's gross profit margin increased from 50.5% in H1 2022 to 51.4% in H1
2023. The Group continues to actively manage its gross profit margin despite
cost inflation.

 

Operating Profit

The Group's operating profit increased 25.1% to £4.6m (H1 2022: £3.6m).

 

Underlying EBITDA

The Group's Underlying EBITDA (as calculated in the 'Underlying EBITDA and
Adjusted PBT' table below) increased from £11.4m in H1 2022 to £12.1m in H1
2023.

 

Finance Expenses

Our reported net finance costs increased from £1.3m in H1 2022 to £2.0m
reflecting the rise in interest rates around the globe. Net finance costs
include £0.1m (H1 2022: £0.3m) relating to the amortisation of capitalised
loan arrangement fees.

 

Depreciation and amortisation

The increase in depreciation is driven by the renewal of key leases across the
Group.

               Period ended 30 June 2023 £m   Period ended 30 June 2022

                                              £m
 Depreciation  3.4                            3.0
 Amortisation  3.3                            3.4
 Total         6.7                            6.4

 

Profit/(Loss) Before Tax

Profit before tax for the period was £3.8m (H1 2022: £0.2m loss). The
increase of £4.0m is after an increase in finance costs of £0.7m, an
increase in amortisation and depreciation of £0.3m and an improvement in
exchange adjustments on borrowings of £2.8m.

 

Adjusted Profit Before Tax

The Group's Adjusted Profit Before Tax (PBT) decreased from £7.5m in H1 2022
to £6.9m in H1 2023 as a result of increased net interest costs (excluding
amortisation of loan arrangement fees) of £0.9m and an increase in
depreciation of £0.4m.

 

Cash Generation

Cash management was a key focus in the period and the Group generated a net
cash inflow from operating activities of £8.4m in H1 2023 compared to £4.7m
in H1 2022.

 

Cash Position

The Group's cash as of 30 June 2023 was £25.9m compared to £22.2m as at 31
December 2022.

 

Net Debt

The Group has delivered strong cash generation in the first half and as a
result, net debt (excluding leases) decreased by £4.9m to £22.7m (31
December 2022: £27.6m). During the period, the Group invested £0.9m on
construction of our new manufacturing facility in Vietnam and paid a further
£2.2m of deferred and contingent consideration relating to the EGO and BoDe
acquisitions.

 

Financing

The Group finances its operation through the following borrowings and
facilities.

                                    Expires         Drawn at       Drawn at

30 June 2023
31 December 2022

£m
£m
 Group revolving credit facility    October 2024    29.5           30.0
 Term loans                         October 2024    9.7            10.5
 Revolving credit facility USA      1-year rolling  6.7            7.2
 Invoice discounting                1-year rolling  2.1            1.5
 Other                                              0.5            0.6
 Total                                              48.5           49.8

 

Leverage (using debt to equity ratio)

The Group's leverage position is shown below:

                 30 June

                 2023
 Actual ratio    1.99
 Required ratio  3.00

The Group's leverage is calculated using a twelve-month rolling EBITDA. The
Group's performance in the second half of 2022 was weak and resulted in lower
reported EBITDA. As a result of the improved trading performance in the first
half and our current expectations for the full year, it is expected that,
subject to market conditions, the Group's leverage will continue to improve in
the second half of 2023.

 

Inventory

Our revenue to inventory ratio has improved compared to 30 June 2022 with
increased revenue being delivered from a similar inventory base.

                             Period ended 30 June 2023  Period ended 30 June 2022

                             £m                         £m
 Revenue                     111.2                      104.8
 Inventory                   42.3                       42.4

 Revenue to inventory ratio  2.6                        2.5

 

Current asset ratio

The current ratio is a liquidity ratio that measures a company's ability to
pay short-term obligations, or those due within one year.

                      Period ended 30 June 2023  Period ended 30 June 2022

                      £m                         £m
 Current Assets       106.7                      103.3
 Current Liabilities  69.7                       66.4

 Ratio                1.5                        1.6

 

Quick ratio

The quick ratio is an indicator of a company's short-term liquidity position
and measures a company's ability to meet its short-term obligations with its
most liquid assets.

                      Period ended 30 June 2023  Period ended 30 June 2022

                      £m                         £m
 Current Assets       106.7                      103.3
 Less Inventory       (42.3)                     (42.4)
                      64.4                       60.9
 Current Liabilities  69.7                       66.4

 Ratio                0.9                        0.9

 

Earnings per Share

The Group's Basic Adjusted PBT Earnings per Share for the 6 months to 30 June
2023 was £0.07 compared to £0.07 for the 6 months to 30 June 2022.

 

Dividend

As previously announced the Group does not intend to pay a dividend in 2023
and accordingly is not proposing a dividend for the period ended 30 June 2023.

 

Underlying EBITDA and Adjusted PBT

The below table shows how Underlying EBITDA and Adjusted PBT are calculated:

 

                                                                                                                           6 months ended 30 June 2023                       6 months ended 30 June 2022                                   12 months ended 31 December 2022

                                                                                                                                                                             Restated (1)                                                  Restated (1)
                                                                                                                           £'000                                             £'000                                                         £'000
                            Revenue                                                                                        111,199                                           104,809                                                       200,957
                            Gross Profit                                                                                   57,147                                            52,893                                                        98,860
                            Operating expenses                                                                             (52,592)                                          (49,253)                                                      (100,046)
                            Operating profit/(loss)                                                                        4,555                                             3,640                                                         (1,186)

                            Add back: Amortisation                                                                         3,252                                             3,445                                                         6,893
                            Add back: Depreciation                                                                         3,361                                             2,950                                                         6,744
                            EBITDA                                                                                         11,168                                            10,035                                                        12,451
                            Add back: Share based payment expense                                                          526                                               638                                                           1,398
                            Add back: Earn out on acquisition                                                              366                                               770                                                           1,544
                            Underlying EBITDA                                                                              12,060                                            11,443                                                        15,393
                            Add back: Purchase Price Allocation ('PPA') release on inventory through cost                                                                                                                                  132
                            of sales

                                                                                                                           -                                                 27
                            Adjusted Underlying EBITDA                                                                     12,060                                            11,470                                                        15,525
                            Less: Depreciation                                                                             (3,361)                                           (2,950)                                                       (6,744)
                            Less: Net interest (excluding amortisation of loan arrangement fees)                                                                                                                                           (1,979)

                                                                                                                           (1,846)                                           (990)
                            Adjusted Profit Before Tax (PBT)                                                               6,853                                             7,530                                                         6,802

                            Adjusted PBT earnings per share

                                                                                                                           £                                                 £                                                             £
                            Basic Adjusted PBT Earnings per Share for the period attributable to the
                            equity holders of the parent

                                                                                                                           0.07                                              0.07                                                          0.07

                            Diluted Adjusted PBT Earnings per Share for the period attributable to the
                            equity holders of the parent

                                                                                                                           0.06                                              0.07                                                          0.06

 1         Comparative figures have been restated throughout to be
 presented in GBP following a change in presentational currency. See note 2 for

 further details. In addition, the six-month period to 30 June 2022 has been
 restated following a retrospective adjustment, see note 11.

 Underlying EBITDA segmental information

 Underlying EBITDA by reportable segment (as defined in note 4) for the six
 months ended 30 June 2023 is as follows:

                Frames and          Wholesale                              Lenses       Total before           Adjustments               Total
                Optics                                                                   adjustments &          & elimination
                                                    eliminations
                    £'000                          £'000                    £'000        £'000                  £'000                           £'000
 Revenue                   102,876                9,922                                  2,069        114,867                (3,668)                111,199

 Operating profit/(loss)   7,272                  887                                    (1,248)      6,911                  (2,356)                4,555
 Add back:
 Amortisation              2,809                  433                                    10           3,252                  -                      3,252
 Depreciation              2,663                  347                                    336          3,346                  15                     3,361
 Share based payments      198                    161                                    -            359                    167                    526
 Earn out on acquisitions  366                    -                                      -            366                    -                      366
 Underlying EBITDA         13,308                 1,828                                  (902)        14,234                 (2,174)                12,060

 

 INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 For the period ended 30 June 2023
                                                                     Notes                                                                 Unaudited                                                       Unaudited
                                                                                                                                           6 months ended

30 June 2023                                                   6 months ended

30 June 2022

                                                                                                                                                                                                           Restated
                                                                                                                                                       £'000                                                           £'000
 REVENUE                                                             4                                                                     111,199                                                         104,809
 Cost of sales                                                                                                                             (54,052)                                                        (51,916)

 GROSS PROFIT                                                                                                                              57,147                                                          52,893
 Distribution costs                                                                                                                        (3,328)                                                         (2,703)
 Administrative expenses                                                                                                                   (49,264)                                                        (46,550)

 OPERATING PROFIT                                                                                                                          4,555                                                           3,640

 Non-underlying costs                                                9                                                                     -                                                               (911)
 Exchange adjustments on borrowings                                                                                                        1,210                                                           (1,585)
 Share of loss of associates                                                                                                               (4)                                                             (1)
 Finance costs                                                                                                                             (2,103)                                                         (1,371)
 Finance income                                                                                                                            145                                                             39

 PROFIT/(LOSS) BEFORE INCOME TAX                                                                                                           3,803                                                           (189)
 Income tax                                                                                                                                (1,720)                                                         (2,685)

 PROFIT/(LOSS) FOR THE PERIOD                                                                                                              2,083                                                           (2,874)
 OTHER COMPREHENSIVE INCOME:
 Exchange adjustment on consolidation                                                                                                      (3,973)                                                         4,272

 TOTAL COMPREHENSIVE (LOSS)/PROFIT FOR THE PERIOD                                                                                          (1,890)                                                         1,398

 Earnings per share                                                                                                                        £                                                               £
 Basic EPS for the period attributable                               5                                                                     0.02                                                            (0.03)

   to the equity holders of the parent
                                                                     5                                                                     0.02                                                            (0.03)

 Diluted EPS for the period attributable

   to the equity holders of the parent

 

 

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 June 2023

 

Notes

Unaudited
6 months ended

30 June 2023

 

 

Unaudited

6 months ended

30 June 2022

Restated

 

 

            £'000

 

            £'000

 

REVENUE

4

111,199

104,809

 

Cost of sales

(54,052)

(51,916)

 

 

GROSS PROFIT

 

57,147

52,893

 

Distribution costs

(3,328)

(2,703)

 

Administrative expenses

(49,264)

(46,550)

 

 

OPERATING PROFIT

 

4,555

3,640

 

 

Non-underlying costs

9

-

(911)

 

Exchange adjustments on borrowings

1,210

(1,585)

 

Share of loss of associates

(4)

(1)

 

Finance costs

(2,103)

(1,371)

 

Finance income

145

39

 

 

PROFIT/(LOSS) BEFORE INCOME TAX

 

3,803

(189)

 

Income tax

(1,720)

(2,685)

 

 

PROFIT/(LOSS) FOR THE PERIOD

 

2,083

(2,874)

 

OTHER COMPREHENSIVE INCOME:

 

 

Exchange adjustment on consolidation

(3,973)

4,272

 

 

TOTAL COMPREHENSIVE (LOSS)/PROFIT FOR THE PERIOD

 

(1,890)

1,398

 

 

Earnings per share

 

 

£

 

 

£

 

Basic EPS for the period attributable

  to the equity holders of the parent

5

0.02

(0.03)

 

 

Diluted EPS for the period attributable

  to the equity holders of the parent

5

0.02

(0.03)

 

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

                                                              Note                   Unaudited                        Unaudited                             As at

                                     31 December 2022
                                                                                     As at                            As at

30 June 2023
30 June 2022                         Restated

                                                                                     £'000                            Restated                              £'000

                                                                                                                      £'000
 ASSETS
 NON-CURRENT ASSETS
 Goodwill                                                                            55,578                           56,206                                55,578
 Intangible assets                                                                   32,248                           38,523                                36,170
 Property Plant and equipment                                                        33,840                           38,598                                37,107
 Investment in associates                                                            105                              91                                    112
 Net investment - sublease                                                           675                              -                                     -
 Deferred tax                                                                        6,337                            8,180                                 7,007
                                                                                     128,783                          141,598                               135,974
 CURRENT ASSETS
 Inventories                                                                         42,349                           42,402                                48,158
 Trade and other receivables                                  6                      36,647                           34,532                                31,144
 Net investment - sublease                                                           110                              -                                     -
 Tax receivable                                                                      1,719                            1,233                                 3,681
 Cash and cash equivalents                                                           25,862                           25,179                                22,153
                                                                                     106,687                          103,346                               105,136
 Assets held for sale                                                                832                              -                                     832
 TOTAL ASSETS                                                                        236,302                          244,944                               241,942

 EQUITY
 SHAREHOLDERS' EQUITY
 Called up share capital                                                             1,017                            1,017                                 1,017
 Share premium                                                                       89,508                           89,508                                89,508
 Foreign currency translation reserve                                                5,461                            7,478                                 9,434
 Share option reserve                                                                3,153                            2,092                                 2,703
 Merger reserve                                                                      5,340                            5,340                                 5,340
 Retained earnings                                                                   1,698                            4,057                                 (461)
 TOTAL EQUITY                                                                        106,177                          109,492                               107,541

 LIABILITIES
 NON-CURRENT LIABILITIES
 Financial liabilities - borrowings
        Interest bearing loans and borrowings                                        51,525                           53,109                                16,548
 Deferred consideration                                                              652                              1,776                                 1,350
 Deferred tax                                                                        8,203                            14,215                                9,548
                                                                                     60,380                           69,100                                27,446
 CURRENT LIABILITIES
 Trade and other payables                                          7                 38,921                           40,175                                39,153
 Right of return liability                                                           11,862                           8,885                                 10,613
 Financial liabilities - borrowings
        Interest bearing loans and borrowings                                        13,140                           13,144                                51,746
  Invoice discounting                                                                2,089                            708                                   1,490
 Deferred consideration                                                              1,333                            1,304                                 2,518
 Tax payable                                                                         2,400                            2,136                                 1,435
                                                                                     69,745                           66,352                                106,955
 TOTAL LIABILITIES                                                                   130,125                          135,452                               134,401
 TOTAL EQUITY AND LIABILITIES                                                        236,302                          244,944                               241,942

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2023

                                             Called up share capital                 Share premium     Foreign currency translation reserve      Share option reserve      Retained earnings     Merger reserve      Total equity
                                      £'000                                          £'000             £'000                                     £'000                     £'000                 £'000               £'000

 SIX MONTHS ENDED 30 JUNE 2023
 Balance at 1 January 2023            1,017                                          89,508            9,434                                     2,703                     (461)                 5,340               107,541

 Profit for the period                -                                              -                 -                                         -                         2,083                 -                   2,083
 Other comprehensive loss             -                                              -                 (3,973)                                   -                         -                     -                   (3,973)
 Total comprehensive loss             -                                              -                 (3,973)                                   -                         2,083                 -                   (1,890)

 Share-based payments                 -                                              -                 -                                         526                       -                     -                   526
 Share options forfeited              -                                              -                 -                                         (76)                      76                    -                   -
 Balance at 30 June 2023 (unaudited)  1,017                                          89,508            5,461                                     3,153                     1,698                 5,340               106,177

 SIX MONTHS ENDED 30 JUNE 2022
 Balance at 1 January 2022 restated   1,017                                          89,508            3,206                                     1,454                     6,931                 5,340               107,456

 Loss for the period                  -                                              -                 -                                         -                         (2,874)               -                   (2,874)
 Other comprehensive income           -                                              -                 4,272                                     -                         -                     -                   4,272
 Total comprehensive profit/(loss)    -                                              -                 4,272                                     -                         (2,874)               -                   1,398

 Share-based payments                 -                                              -                 -                                         638                       -                     -                   638
 Balance at 30 June 2022              1,017                                          89,508            7,478                                     2,092                     4,057                 5,340               109,492

 restated (unaudited)

 INTERIM CONSOLIDATED STATEMENT OF CASH FLOW

 For the period ended 30 June 2023

                                                                                                                            Unaudited                                                 Unaudited

                                                                                                                            6 months ended                                            6 months ended

                                                                                                                            30 June 2023                                              30 June 2022

                                                                                                                                                                                      Restated
                                                                                                                            £000                                                      £000
 Cash flows from operating activities
 Profit/(loss) before income tax                                                                                            3,803                                                     (189)
 Depreciation charges                                                                                                       3,361                                                     2,950
 Amortisation charges                                                                                                       3,252                                                     3,445
 Share based payments                                                                                                       526                                                       638
 Earn out on acquisitions                                                                                                   366                                                       770
 Exchange adjustments on borrowings                                                                                         (1,210)                                                   1,585
 Share of loss from associate                                                                                               4                                                         1
 Finance costs                                                                                                              2,103                                                     1,371
 Finance income                                                                                                             (145)                                                     (39)
                                                                                                                            12,060                                                    10,532
 Decrease/(increase) in inventories                                                                                         5,809                                                     (1,203)
 Increase in trade and other receivables                                                                                    (5,503)                                                   (3,290)
 (Decrease)/increase in trade and other payables                                                                            (866)                                                     2,688
 Cash generated from operations                                                                                             11,500                                                    8,727
 Interest paid                                                                                                              (1,831)                                                   (1,353)
 Tax paid                                                                                                                   (1,248)                                                   (2,646)
 Net cash flow from operating activities                                                                                    8,421                                                     4,728

 Cash flows used in investing activities
 Purchase of intangible fixed assets                                                                                        (124)                                                     (59)
 Purchase of property plant and equipment                                                                                   (1,361)                                                   (1,007)
 Interest received                                                                                                          145                                                       39
 Net cash flows used in investing

 activities                                                                                                                 (1,340)                                                   (1,027)

 Cash flow from financing activities
 Bank loan principal repayments in period                                                                                   (1,010)                                                   (1,112)
 New loans in the period                                                                                                    -                                                         1,612
 Movement in invoice discounting facility                                                                                   599                                                       1,092
 Loan transaction costs                                                                                                     (70)                                                      (105)
 Principal payments on leases                                                                                               (1,999)                                                   (1,548)
 Net cash flows used in financing

  activities                                                                                                                (2,480)                                                   (61)

 Net increase in cash and cash

  equivalents                                                                                                               4,601                                                     3,640
 Cash and cash equivalents at                                                                                               22,153                                                    22,024

  beginning of the period
 Net foreign currency movements                                                                                             (892)                                                     (485)
 Cash and cash equivalents                                                                                                  25,862                                                    25,179

  at end of period

 

 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS

 For the period ended 30 June 2023

 

1.      GENERAL INFORMATION

INSPECS Group plc is a public company limited by shares and is incorporated in
England and Wales. The address of the Company's principal place of business is
Kelso Place, Upper Bristol Road, Bath BA1 3AU.

The principal activity of the Group in the period was that of design,
production, sale, marketing and distribution of high fashion eyewear and OEM
products worldwide.

2.      ACCOUNTING POLICIES

Going concern

Based on the Group's forecasts, the interim financial statements have been
prepared on the going concern basis as the Directors have assessed that there
is a reasonable expectation that the Group will be able to continue in
operation and meet its commitments as they fall due over the going concern
period to 30 September 2024.

The assessment has considered the Group's current financial position as
follows:

•      The Group improved its cash position during the period with net
debt including leasing dropping from £27.6m at 31 December 2022 to £22.7m at
30 June 2023.

•      Cash generated from operations in the period amounted to £11.5m
(2022 H1: £8.7m).

•      The Group balance sheet has net assets of £106.2m and net
current assets of £36.9m.

•      The Group's net debt excluding leasing improved by £4.9m in the
six months to 30 June 2023.

The assessment has considered the current measures being put in place by the
Group to preserve cash and ensure continuity of operations through:

•      Ensuring continuation of its supply chain, building on the
benefit of having its own manufacturing sites and by securing alternative
third-party supply lines.

•      Maintaining geographical sales diversification, focusing sales
to online customers and seeking new revenue streams around the globe.

•      Ability to service both the major global retail chains and
significant distribution to the independent eyewear market following the
acquisitions completed over recent periods.

•      Retaining cash for investment into the Group by not paying a
dividend to shareholders.

 

Basis of preparation

The interim consolidated financial statements for the six months ended 30 June
2023 have been prepared in accordance with IAS 34 Interim Financial Reporting
and with accounting policies that are consistent with the Group's Annual
Report and Financial Statements for the period ended 31 December 2022.

Effective from 1 January 2023, the reporting currency of the Group was changed
to GBP from USD to allow for greater transparency for investors and other
stakeholders. Accordingly, comparative information is therefore also restated
in GBP.

The comparative financial information for the period ended 30 June 2022 in
this interim report does not constitute statutory accounts for that period
under 434 of the Companies Act 2006 and is unaudited.

Accounting policies are included in detail within the latest Annual Report.

 

3.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY

The preparation of the Group's historical information requires management to
make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and their accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amounts of the assets or liabilities in
the future.

Estimation uncertainty

In addition to the going concern section of note 2, the key assumptions
concerning the future and other key sources of estimation uncertainty at the
end of the reporting period, that have a significant risk of causing a
material adjustment to the carrying amounts of assets and liabilities within
the next financial period, are described below.

Right of return liability

Management applies assumptions in determining the right of return liability
and the associated right of return asset. These assumptions are based on
analysis of historical data trends, but require estimation of appropriate time
periods and expected return rates. The right of return liability at the period
end is £11,862,000 (31 December 2022: £10,613,000) in line with the
accounting methodology used as at 31 December 2022.

 

4.      SEGMENT INFORMATION

The Group operates in three operating segments, which upon application of the
aggregation criteria set out in IFRS 8 Operating Segments results in three
reporting segments:

 

• Frames and Optics product distribution.

• Wholesale - being OEM and manufacturing distribution.

• Lenses - being manufacturing and distribution of lenses.

The criteria applied to identify the operating segments are consistent with
the way the Group is managed. In particular, the disclosures are consistent
with the information regularly reviewed by the CEO and the CFO in their role
as Chief Operating Decision Makers, to make decisions about resources to be
allocated to the segments and to assess their performance.

The reportable segments subject to disclosure are consistent with the
organisation model adopted by the Group during the six months ended 30 June
2023 are as below:

                                 Frames and        Wholesale                            Lenses         Total before                Adjustments                      Total
                                Optics                                                                 adjustments &               & elimination
                                                                                                       eliminations
                                    £'000                        £'000                  £'000          £'000                       £'000                              £'000
 Revenue
    External                  100,220              9,016                                1,963          111,199                     -                             111,199
    Internal                  2,656                906                                  106            3,668                       (3,668)                       -
                              102,876              9,922                                2,069          114,867                     (3,668)                       111,199
 Cost of sales                (51,174)             (5,731)                              (1,240)        (58,145)                    4,093                         (54,052)

 Gross profit                 51,702               4,191                                829            56,722                      425                           57,147

 Expenses                     (44,430)             (3,304)                              (2,077)        (49,811)                    (2,781)                       (52,592)
 Operating profit/(loss)      7,272                887                                  (1,248)        6,911                       (2,356)                       4,555
 Exchange adjustment

   on borrowings                                                                                                                                            1,210
 Finance costs                                                                                                                                              (2,103)
 Finance income                                                                                                                                             145
 Share of loss of associates                                                                                                                                (4)
 Taxation                                                                                                                                                   (1,720)
 Profit for the period                                                                                                                                      2,083

 

Reported segments relating to the balance sheet as at 30 June 2023 are as
follows:

                            Frames and                         Wholesale                             Lenses           Total before                                  Adjustments                                                 Total
                           Optics                                                                                     adjustments &                                 & elimination
                                                                                                                         eliminations
                                       £'000                                 £'000                                                   £'000                                         £'000

                                                                                                     £'000                                                                                                            £'000

 Total assets            325,541                              62,385                                 9,955            397,881                                       (167,916)                                         229,965
 Total liabilities       (177,949)                            (6,040)                                (13,836)         (197,825)                                     145,057                                           (52,768)
                         147,592                              56,345                                 (3,881)          200,056                                       (22,859)                                          177,197
 Deferred tax asset                                                                                                                                                                                                   6,337
 Deferred tax liability                                                                                                                                                                                        (8,203)
 Current tax liability                                                                                                                                                                                         (2,400)
 Borrowings                                                                                                                                                                                                    (66,754)
 Group net assets                                                                                                                                                                                              106,177

 

Total assets are the Group's gross assets excluding deferred tax asset. Total
liabilities are the Group's gross liabilities excluding loans and borrowings,
and deferred tax liability.

 

 

The reportable segments subject to disclosure are consistent with the
organisation model adopted by the Group during the six months ended 30 June
2022 (restated) are as below:

                                 Frames and        Wholesale                            Lenses         Total before                Adjustments                      Total
                                Optics                                                                 adjustments &               & elimination
                                                                                                       eliminations
                                    £'000                        £'000                  £'000          £'000                       £'000                              £'000
 Revenue
    External                  93,166               9,919                                1,724          104,809                     -                             104,809
    Internal                  2,892                2,352                                113            5,357                       (5,357)                       -
                              96,058               12,271                               1,837          110,166                     (5,357)                       104,809
 Cost of sales                (48,166)             (6,712)                              (1,491)        (56,369)                    4,453                         (51,916)

 Gross profit                 47,892               5,559                                346            53,797                      (904)                         52,893

 Expenses                     (42,133)             (3,275)                              (2,500)        (47,908)                    (1,345)                       (49,253)
 Operating profit/(loss)      5,759                2,284                                (2,154)        5,889                       (2,249)                       3,640
 Exchange adjustment

   on borrowings                                                                                                                                            (1,585)
 Non-underlying

     costs                                                                                                                                                  (911)
 Finance costs                                                                                                                                              (1,371)
 Finance income                                                                                                                                             39
 Share of loss of associates                                                                                                                                (1)
 Taxation                                                                                                                                                   (2,685)
 Loss for the period                                                                                                                                        (2,874)

 

Reported segments relating to the balance sheet as at 31 December 2022
(restated) are as follows:

                            Frames and                         Wholesale                             Lenses           Total before                                  Adjustments                                                 Total
                           Optics                                                                                     adjustments &                                 & elimination
                                                                                                                         eliminations
                                       £'000                                 £'000                                                   £'000                                         £'000

                                                                                                     £'000                                                                                                            £'000

 Total assets            327,596                              70,197                                 10,470           408,263                                       (173,328)                                         234,935
 Total liabilities       (179,578)                            (12,523)                               (12,887)         (204,988)                                     151,354                                           (53,634)
                         148,018                              57,674                                 (2,417)          203,275                                       (21,974)                                          181,301
 Deferred tax asset                                                                                                                                                                                                   7,007
 Deferred tax liability                                                                                                                                                                                        (9,548)
 Current tax liability                                                                                                                                                                                         (1,435)
 Borrowings                                                                                                                                                                                                    (69,784)
 Group net assets                                                                                                                                                                                              107,541

 

Total assets are the Group's gross assets excluding deferred tax asset. Total
liabilities are the Group's gross liabilities excluding loans and borrowings,
and deferred tax liability.

 

 

Acquisition costs, finance costs and income, and taxation are not allocated to
individual segments as the underlying instruments are managed on a Group
basis.

Deferred tax and borrowings are not allocated to individual segments as they
are managed on a Group basis.

Adjusted items relate to elimination of all intra-Group items including any
profit adjustments on intra-Group revenues that are eliminated on
consolidation, along with the profit and loss items of the parent company.

Adjusted items in relation to segmental assets and liabilities relate to the
elimination of all intra-Group balances and investments in subsidiaries, and
assets and liabilities of the parent company.

The revenue of the Group is attributable to the one principal activity of the
Group.

Geographical analysis

The Group's revenue by destination is split in the following geographic areas:

                                Unaudited            Unaudited

                                6 months ended       6 months ended

                                30 June 2023         30 June 2022

                                                     Restated
                                £'000                £'000
 United Kingdom                 13,621               11,396
 Europe (excluding UK)          52,161               52,278
 North America                  37,428               34,457
 South America                  1,315                349
 Asia                           2,993                3,228
 Australia                      3,515                3,033
 Other                          166                  68
                                111,199              104,809

5.      EARNINGS PER SHARE

Basic Earnings per Share ("EPS") is calculated by dividing the profit for the
period attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the profit attributable to ordinary
equity holders of the parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of ordinary
shares that would be issued on conversion of all the dilutive potential
ordinary shares into ordinary shares, to the extent that the inclusion of such
shares is not anti-dilutive. During the period to 30 June 2022 the Group made
a loss; therefore, diluted EPS is not applicable as the impact of potential
ordinary shares is anti-dilutive.

Basic earnings per share is £0.02 (30 June 2022: £(0.03)), with diluted
earnings per share of £0.02 (30 June 2022: £(0.03)). The following table
reflects the income and share data used in the basic and diluted EPS
calculations:

 6 months ended 30 June 2023  Basic weighted       Total               Earnings per share (£)

                              average number       earnings (£'000)

                              of Ordinary

                              Shares ('000)
 Basic EPS                    101,672              2,083               0.02
 Diluted EPS                  107,492              2,083               0.02
 Adjusted PBT basic EPS       101,672              6,878               0.07
 Adjusted PBT diluted EPS     107,492              6,878               0.06

6months ended 30 June 2022 (restated)  Basic weighted       Total               Earnings per share (£)

                     average number       earnings (£'000)

                     of Ordinary

                     Shares ('000)
 Basic EPS                               101,672              (2,874)             (0.03)
 Diluted EPS                             107,028              (2,874)             (0.03)
 Adjusted PBT basic EPS                  101,672              7,530               0.07
 Adjusted PBT diluted EPS                107,028              7,530               0.07

 

 Within INSPECS Group plc, each Ordinary share carries the right to participate
 in distributions, as respects dividends and as respects capital on winding
 up.

 

 

Within INSPECS Group plc, each Ordinary share carries the right to participate
in distributions, as respects dividends and as respects capital on winding
up.

 

 

6.     TRADE AND OTHER RECEIVABLES

                        Unaudited                            Unaudited                          As at

                        As at                                As at                              31 December

                        30 June 2023                         30 June 2022                       2022

                                                             Restated                           Restated
                                     £'000                               £'000                               £'000

 Trade receivables      26,298                               25,038                             22,670
 Prepayments            3,381                                3,237                              2,267
 Other receivables      6,968                                6,257                              6,207

                        36,647                               34,532                             31,144

 

 

7.    TRADE AND OTHER PAYABLES

                                  Unaudited              Unaudited         As at

                                                                               31 December

                                                                           2022

                                                                           Restated
                                  As at                  As at
                                  30 June 2023           30 June 2022

                                                         Restated
                                  £'000                  £'000             £'000

 Trade payables                   23,530           22,460                              22,140
 Amounts owed to related parties  185              185                                 198
 Other payables                   798              483                                 464
 Social security and other taxes  4,723            4,593                               4,232
 Royalties & provisions           3,216            5,656                               4,073
 Accruals                         6,469            6,798                               8,046

                                  38,921                 40,175            39,153

 

8.    NET DEBT

                             Unaudited                             Unaudited            As at

                                                                                            31 December

                                                                                        2022
                             As at                                 As at
                             30 June 2023                          30 June 2022
                             £'000                                 £'000                £'000

                                                                   Restated             Restated
 Cash and cash equivalents                          25,862         25,179                                    22,153
 Interest bearing borrowings excl. leasing

                                                    (46,449)       (46,081)                                  (48,300)
 Invoice discounting                                (2,089)        (708)                                     (1,490)
 Net debt excluding leasing                         (22,676)       (21,610)                                  (27,637)

 Lease liability                                    (18,216)       (20,172)                                  (19,994)
 Net debt including leasing  (40,892)                              (41,782)             (47,631)

 

9.    NON-UNDERLYING COSTS

Non-underlying costs during the six months to 30 June 2022 related to
accounting alignment of acquisitions which occurred in 2021 as well as work on
ongoing acquisitions and restructuring.

 

10.    SHARE-BASED PAYMENTS

Certain employees of the Group are granted options over the shares in INSPECS
Group. The options are granted with a fixed exercise price and have vesting
dates of between one and three years after date of grant.

The Group recognises a share-based payment expense based on the fair value of
the awards granted, and an equivalent credit directly in equity to share
option reserve. On exercise of the shares by the employees, the Group is
charged the intrinsic value of the shares by INSPECS Group plc and this amount
is treated as a reduction of the capital contribution, and it is recognised
directly in equity.

Share options outstanding at the end of the period have the following expiry
date and exercise prices:

 

 Grant date    Expected life of  Exercise price per option £   Number of share options

               options

 

 11 October 2019     3-5 years  1.01  412,102
 27 February 2020    3-5 years  1.95  1,923,110
 22 December 2020    3-5 years  2.10  1,290,000
 26 February 2021    3-5 years  3.25  641,036
 21 June 2021        3-5 years  3.51  90,000
 31 August 2021      3-5 years  3.70  275,000
 23 December 2021    3-5 years  3.70  414,999
 28 February 2022    3-5 years  3.75  641,036

 

11.    RESTATED PROFIT/(LOSS) BEFORE TAX

The 2022 Annual Report and Accounts included restated primary statements for
the year to 31 December 2021 relating to a prior year adjustment concerning
the treatment of contingent consideration payable on business combinations.
The 30 June 2022 comparative primary statements have therefore also been
restated within these interims, with the impact on profit before tax for the
six months to 30 June 2022 being as follows:

                                                                    £'000

 Profit before tax 30 June 2022 (converted to GBP)             581
 Adjustments relating to earn-out on contingent consideration  (770)
 Restated loss before tax 30 June 2022                         (189)

12.    POST BALANCE SHEET EVENTS

Since the end of the interim period on 30 June 2023 there were no material
events that the directors consider material to the users of these interim
statements.

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