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REG - Luceco PLC - 2022 Interim Results

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RNS Number : 3510Y  Luceco PLC  06 September 2022

 

 

 

 

 

6 September 2022

 

LUCECO PLC

2022 INTERIM RESULTS

 

Business model driving long term performance improvement

 

Luceco plc ("Luceco", or the "Group" or the "Company"), the supplier of wiring
accessories, EV chargers, LED lighting, and portable power products, today
announces its unaudited results for the six months ended 30 June 2022 ("H1
2022" or "the period").

 

 Six months ended               Reported results                       Adjusted(1) results

 30 June (£m)
                                2022   2021   2019(3)  Change vs 2019  2022   2021   2019(3)  Change vs 2019

                                                       (%)                                    (%)

 Revenue                        106.4  108.2  82.7     28.7%           106.4  108.2  82.7     28.7%
 Gross margin %                 34.7%  38.5%  35.0%    (0.3ppts)       34.0%  38.5%  35.0%    (1.0ppts)
 Operating profit               10.0   19.0   7.0      42.9%           11.5   19.2   7.2      59.7%
 Operating margin %             9.4%   17.6%  8.5%     0.9ppts         10.8%  17.7%  8.7%     2.1ppts
 Profit before tax              4.6    16.6   5.3      (13.2%)         10.5   18.5   6.1      72.1%
 Profit after tax               4.2    13.4   4.1      2.4%            9.0    15.0   4.9      83.7%
 Basic earnings per share       2.7p   8.7p   2.6p     3.8%            5.8p   9.8p   3.1p     87.1%

 Covenant Net Debt              53.9   20.5   34.0     58.5%
 Covenant Net Debt : EBITDA(2)                                         1.4x   0.4x   1.5x     (6.7%)
 Free cash flow                 (3.1)  5.0    2.1      n/a             (2.8)  5.0    5.1      n/a
 Return on capital invested                                            25.6%  42.5%  18.3%    7.3ppts
 Dividend per share             1.6p   2.6p   0.6p     166.6%

1.   The definitions of the adjustments made and reconciliations to the
reported figures can be found in note 1 of the condensed consolidated
financial statements

2.   Includes pro-forma adjustment for EBITDA of acquired businesses which
can be found in note 1 of the condensed consolidated financial statements

3.   Pre-COVID comparator

 

Highlights

 

·    H1 2022 results in line with July Trading Update:

o Revenue of £106.4m

o Adjusted Operating Profit of £11.5m

 

·    Results reflect some normalisation following record 2021 results:

o Slowdown in DIY demand post-lockdown, as expected

o Significant but temporary headwind from distributor customer destocking

 

·    Results remain well ahead of pre-pandemic levels, underlining
strategic progress made:

o Revenue +29% and Adjusted Operating profit +60% versus H1 2019

o Outperformed the market

 

·    Well positioned to perform in uncertain macroeconomic conditions:

o Market demand for our products is stronger than current results suggest, due
to customer destocking

o Product cost inflation passed through, now reversing, and gross margin
building

o Successful entry into rapidly growing EV charge point market, with exciting
product pipeline

o Acquisition integration progressing well

o Low carbon footprint, which will become an increasingly important
differentiator in our marketplace

o Healthy balance sheet: Covenant Net Debt leverage of 1.4x, in the middle of
our target range of 1-2x

 

Outlook

 

·    FY 2022:

o Trading since the end of H1 in line with expectations

o Consumer/DIY activity expected to continue to slow

o Professional contractor activity to remain broadly stable

o Improving gross margin and increasing contribution from EV chargers

o We expect full year earnings in line with current market expectations

 

·    Emerging from the pandemic as a stronger business with significant
long-term growth prospects

 

Commenting on the results, Chief Executive Officer, John Hornby said:

 

"Our trading performance relative to prior year comparatives reflects the very
buoyant demand we experienced in 2021, boosted by COVID lockdowns and stocking
up by our distributor customers. It also reflects slower demand in 2022 as DIY
markets have normalised and as our customers have run their stocks down.

 

Whilst we were not able to match the record benchmark set last year, our
results remain significantly ahead of pre-pandemic levels, underlining the
strategic progress we have made over recent years.

 

The current headwind from customer destocking is likely to continue into early
2023 but is fundamentally temporary in nature. Our margins and cash generation
are improving and our balance sheet is in good shape. I am encouraged by the
progress and potential of our recently acquired businesses, particularly the
access they have given us to the growing EV charging market.

 

We expect full year earnings for 2022 to be in line with current market
expectations and I am confident that we are well positioned to continue to
perform as we navigate a period of macroeconomic uncertainty."

 

There will be a webcast presentation and conference call of the results at
9:30am BST today, 6 September 2022. To register for this event please follow
this link:

 

https://stream.brrmedia.co.uk/broadcast/62a766047032d516e34f79d2
(https://stream.brrmedia.co.uk/broadcast/62a766047032d516e34f79d2)

 

An open presentation and Q&A session for retail investors will be held via
the Investor Meet Company platform at 3:00pm BST today, 6 September 2022.
Investors can register for the event via this link:

 

https://www.investormeetcompany.com/ (https://www.investormeetcompany.com/)

 

 Luceco plc                            Contact
 John Hornby, Chief Executive Officer  020 3128 8011 (via MHP Communications)
 Matt Webb, Chief Financial Officer    020 3128 8011 (via MHP Communications)

 MHP Communications                    Contact
 Tim Rowntree                          020 3128 8011
 Ollie Hoare                           020 3128 8276

 

This announcement is released by Luceco plc and contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
(MAR). It is disclosed in accordance with the Company's obligations under
Article 17 of MAR. Upon the publication of this announcement, this information
is considered to be in the public domain.

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is being made on behalf of Luceco plc by
Matt Webb, Chief Financial Officer.

 

Note to Editors

 

Luceco plc - Bringing Power To Life

 

Luceco plc (LSE:LUCE) is a manufacturer and distributor of high quality and
innovative wiring accessories, LED lighting and portable power products for a
global customer base.

 

For more information, please visit www.lucecoplc.com
(http://www.lucecoplc.com) .

 

Forward-looking statements

 

This announcement contains forward‑looking statements that are subject to
risk factors associated with, among other things, the economic and business
circumstances occurring from time to time in the countries, sectors and
markets in which the Group operates. It is believed that the expectations
reflected in these statements are reasonable, but they may be affected by a
wide range of variables which could cause actual results to differ materially
from those currently anticipated. No assurances can be given that the
forward‑looking statements in this announcement will be realised.

 

The forward‑looking statements reflect the knowledge and information
available at the date of preparation of this announcement and the Company
undertakes no obligation to update these forward‑looking statements. Nothing
in this announcement should be construed as a profit forecast.

 

Use of alternative performance measures

 

The commentary in both the Chief Executive Officer's and Chief Financial
Officer's Reviews uses alternative performance measures, which are described
as "Adjusted". Definitions of these measures can be found in note 1 of the
condensed consolidated financial statements. The measures provide additional
information for users on the underlying performance of the business, enabling
consistent year-on-year comparisons.

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

Before commenting on current year performance, I would like to say how proud I
am of the way in which the Luceco team rose to the challenges we faced during
the pandemic.

 

We responded well to unprecedented and rapid changes in demand, from the
initial lockdown trough to the subsequent peaks in home improvement activity,
benefiting significantly from the control provided by our vertically
integrated business model. This control was critical in providing our
customers with superior product availability in buoyant markets, fuelling
their own market share gains.

 

We monitored and gradually passed through an unprecedented wave of cost
inflation without loss of business or long-term margin, underlining the
strength of our market positions.

 

We diversified our business through M&A and via entry into new and
exciting markets such as EV charging.

 

Most importantly, we kept our team safe from the virus and avoided disruptive
site closures from local outbreaks.

 

The result of these efforts was record results in 2021, including a
particularly strong first half performance.

 

Customer stock movements

 

Suppliers typically have limited visibility of stock levels elsewhere in their
supply chain. In normal times, stock movements in the distribution channel
have a very modest impact on supplier demand. However, the pandemic resulted
in some very unusual changes in distributor inventory levels which have
influenced our progress in 2021 and 2022.

 

Our distributor customers increased their inventory cover materially in 2021
when demand and supply were at their most volatile, increasing our sales. They
are now in the process of unwinding the extra inventory added, reducing our
sales. This is the reason why our performance has fallen short of the record
prior period. The Chief Financial Officer's review provides further detail on
the impact.

 

I am sure other suppliers will face similar headwinds from supply chain
destocking as markets regain normality, but the impact on us is greater for
two reasons. Firstly, home improvement demand was particularly buoyant during
the pandemic and requires more destocking as demand normalises. Secondly, we
have customers serving that sector who buy from us on a Free On Board ('FOB')
basis directly from our operations in China. They are therefore placing orders
on a long delivery lead time, meaning they need to hold more inventory.

 

Underlying financial performance

 

Although destocking meant we could not match the record benchmark set last
year, there are several reasons to be encouraged by our performance.

 

We need to note that this post-pandemic destocking process is likely to
continue until early 2023 but is fundamentally temporary. The revenue and
profit we are currently generating are not reflective of current end user
demand for our products.

 

We can also report that gross margins are improving. We are now seeing the
full benefit of selling price increases implemented to combat input cost
inflation. They are delivering the benefits we expected and should result in
gross margin improving from 34% in H1 to c.37% in H2. We are also now seeing
input cost deflation, which should be a tailwind for our 2023 performance.

 

Finally, our healthy balance sheet provides protection in a period of
prolonged macroeconomic uncertainty. Our debt leverage is relatively modest at
1.4x, in the middle of our 1-2x range. Supply chain normalisation means we can
lower our own inventory in H2, reducing borrowing further.

 

The tailwinds above will prove valuable as macroeconomic and geopolitical
uncertainty presents our markets with challenges over the next 12 months.

 

Update on strategic progress

 

Looking beyond the results, I am encouraged by the strategic progress we are
making that will benefit us in the longer-term. It is this progress that has
led us to become a bigger and more profitable business during the pandemic and
positions us well for further progress as and when the macroeconomic backdrop
allows.

 

Our progress can be summarised under our three strategic objectives. To:

 

·      Grow

·      Innovate; and

·      Sustain

 

Grow

 

As markets normalise post-pandemic, it is insightful to compare our
performance to our last set of results pre-COVID, namely H1 2019.

 

Our revenue in H1 2022 was 29% higher than H1 2019. We have undoubtedly gained
share during the pandemic.

 

We have grown by winning new business in high margin categories such as Wiring
Accessories.

 

We have helped our customers with winning business models to out-perform their
competition by providing superior customer service.

 

We have resumed our M&A strategy, acquiring a leading brand in the
lighting market (DW Windsor) and an entry point into the EV charger market
(Sync EV). I am excited by the prospects for both businesses, which are
discussed further below.

 

We have increased our sales of professionally installed products, a key
strategic priority over recent years, to complement and thereby reduce our
historic weighting toward consumer installed products. It is important that
this continues.

 

We have trimmed our international operations to a core of profitable
businesses that are fit for long-term growth. This led to the closure of
Germany and France in the half, as previously announced.

 

Innovate

 

As part of our strategy to grow our share of professionally installed
products, we have placed the contractor at the centre of our product design
process.

 

Through focus groups, social media interactions and feedback gathered via our
sales teams, we are launching new products that meet the contractor's desire
for quality, value for money and speed/ease of installation.

 

This design philosophy is particularly evident with our recently launched
range of new circuit protection and weatherproof devices and we are encouraged
by the feedback we have received from installers in these important
categories.

 

The other focus of our innovation efforts over the last 12 months has been to
provide our acquired businesses with access to Group R&D and product
sourcing resources, thereby accelerating their progress. For example:

 

·      Kingfisher Lighting, acquired by the Group in 2017, is enjoying
an outstanding year. One of the drivers of this has been our help with the
design, sourcing and manufacture of new, lower cost, high quality products
that have allowed the business to gain share in the sports, high-mast and rail
outdoor lighting markets.

 

·      We are repeating the process above in DW Windsor, acquired by the
Group in 2021. We are supporting its drive to gain share in the functional
street lighting market by sourcing and manufacturing a more competitive
alternative to its current range.

 

·      We have designed and launched a highly competitive replacement
for Sync EV's existing EV charger range. This is being made in house and at
scale by our team in China, which gives us a cost and product availability
advantage in a rapidly growing market.

 

Our ability to help acquisitions to design and source low-cost, high-quality
products, in a way that they cannot easily achieve as standalone businesses,
is a key attribute of our M&A strategy.

 

Sustain

 

Our Sustain strategy has three aspects:

 

·      Reinvest in our business to sustain our sources of competitive
advantage

 

·      Invest in our industry to sustain its long-term prosperity

 

·      Contribute increasingly to society's sustainability goals

 

Long-term growth within our industry is underpinned by the constant evolution
of electrical regulations. The UK's Wiring Regulations are updated on average
once every two years. Updates are largely focused on improving safety
features, which increase the value of the products we sell and shorten the
product replacement cycle, increasing demand.

 

We have provided electrical contractors with access to free resources to train
them on the latest Wiring Regulations in the UK, released in March 2022,
thereby supporting the development of our industry and investing in our brand
image. We have held over 60 training seminars nationwide so far this year,
hosted in conjunction with our major professional wholesale customers. Digital
training hosted on our Luceco Academy website, our professional development
portal for UK electricians, has been consumed by over 9,000 contractors.

 

We have also made significant progress with our climate goals. As planned, we
committed to the Science-Based Targets Initiative ('SBTi') in the half.
Subject to SBTi approval, due this year, this means we have committed to the
following reductions in absolute carbon emissions by 2031:

 

·      42% reduction in operational emissions (Scope 1 and 2)

 

·      25% reduction in value chain emissions (Scope 3) relating to
emissions from the use of the products we sell

 

Customers representing over 50% of our revenue have made a public commitment
to reduce their value chain emissions. Surveys suggest that green credentials
are becoming an increasing factor in a contractor's purchasing decision.

 

We are very well placed to seize the opportunities presented by these emerging
trends, already having a low carbon footprint for our industry, and I am
determined that we remain ahead of the competition in this critical area.

 

Update on acquisitions

 

DW Windsor

 

DW Windsor Group was acquired in October 2021. Based in Hertfordshire, UK, it
operates through two business units: DW Windsor and Urban Control.

 

DW Windsor is a leader in the design and UK‐based manufacture of high
quality outdoor and streetlighting equipment for the specification market,
selling mainly to UK local authority end customers.

 

Urban Control provides network solutions for infrastructure assets
facilitating data collection and control, including the monitoring and control
of streetlights.

 

The business generated revenue of £23.9m and operating profit of £1.9m in
its most recent financial year (year ended 30 September 2021) prior to
acquisition.

 

DW Windsor is a strong, heritage brand in the UK market. The team is talented,
experienced and committed. I am excited by the long-term potential of the
business.

 

We have made some planned changes to leadership and thereby brought the
business closer to wider Group resources. We are in the process of marrying
the business's essential UK manufacturing base, which will remain, with our
global sourcing capabilities. This will improve profitability and drive market
share gains over time. We have also simplified the strategy for Urban Control,
focusing the business on network capabilities that have the greatest
commercial potential.

 

The business participates in sizeable functional street light tenders, which
temporarily slowed in the first half. There was also work to do to reset
pricing to reflect recent input cost inflation. Both factors held back
progress in the first half, but we are entering the second half with momentum.

 

The slower start to H1 is likely to leave full year results slightly below
those achieved by the business immediately pre-acquisition, but I am confident
performance will improve in 2023 as our investment in new products, designed
and made with Group support, comes to fruition.

 

Sync EV

 

The acquisition of Sync EV was completed in March 2022. Sync EV is a
well-regarded supplier of EV charge points focused on the residential market
in the UK.

 

Until June 2022, the installation of EV chargers into residential settings was
subsidised by a government grant that resulted in installations being arranged
directly between homeowners, equipment suppliers and a network of approved
installers.

 

The removal of the grant has, as expected, opened up a growing market to
others. Whilst many installations still originate via automotive OEMs who
assign the work to approved partners, a growing proportion are arranged
directly between homeowner and electrician, with the electrician sourcing the
charger via their chosen Wholesaler or Hybrid.

 

We are in a prime position to gain a sizeable share of the market due to our
brand recognition amongst electricians, access to the Hybrid and Wholesale
channels and our vertically integrated, scalable supply chain. The acquisition
of Sync EV has given us technical knowhow and extra credibility in the market.

 

We have wasted no time in launching a new range of single-phase Mode 3
chargers under a joint BG Sync EV branding. They address opportunities within
the Residential and Commercial sectors and are selling well. We are in the
process of designing a higher power, three-phase charger for use in large
homes and commercial premises. We have plans to enter the important fleet
market and are investigating on-street charging options with DW Windsor.

 

EV charging is a fast-growing, adjacent product category that is highly
synergistic with our core BG offering and I am excited by our potential in
this space. Revenue from charger sales was just over £2m in H1 2022 and we
aim to grow this to £7m for full year 2022 at an operating margin well above
the Group average.

 

Outlook

 

Macroeconomic and geopolitical uncertainty looks set to continue in the near
term, presenting our markets with challenges over the next 12 months.

 

We expect consumer/DIY activity to continue to slow in H2 2022 as a result of
wider macroeconomic conditions and weaker consumer sentiment. Demand from
professional contractors should remain broadly stable, with robust
non-residential construction activity offsetting a slowdown in residential
activity and demand generally supported by project backlogs built up during
the pandemic.

 

Despite the market slowdown, we expect to make more profit in the second half
than the first, helped by an improving gross margin and an increasing
contribution from EV chargers, plus some seasonality benefits.

 

Trading since the half year end has been in line with our forecasts and we
expect full year earnings for 2022 to be in line with current market
expectations.

 

Leading indicators of future construction activity, such as housing
transaction volumes and architectural workloads, suggest deceleration is
possible in 2023. Disposable incomes continue to be squeezed by rising
inflation and interest rates, but crucially we do not yet know how policy
makers will respond to this. We will be in a better position to judge how next
year's performance might be influenced by the market backdrop later this year.

 

I am confident that we have the right team, strategy and foundation to make
the most of the conditions, just as we did during the pandemic.

 

JOHN HORNBY

Chief Executive Officer

 

 

 

6 September 2022

 

 

CHIEF FINANCIAL OFFICER'S REVIEW

 

Comparisons with last year are hampered by unusually buoyant COVID-driven
market conditions experienced in that period. As we emerge from the pandemic
and markets normalise, I have chosen to add a H1 2019 pre-pandemic comparator
throughout this review to provide a clearer view of our underlying progress.

 

Summary of reported results

 Summary results (£m)   2022   2021   2019
 Revenue                106.4  108.2  82.7
 Operating profit       10.0   19.0   7.0
 Profit before tax      4.6    16.6   5.3
 Taxation               (0.4)  (3.2)  (1.2)
 Profit for the year    4.2    13.4   4.1

 

Operating profit of £10.0m was £9.0m lower than a particularly buoyant H1
2021 result that benefited from strong demand during the pandemic. However, it
was £3.0m higher than H1 2019, underlining the good progress we have made
over recent years.

 

The improvement versus H1 2019 was achieved despite headwinds from input cost
inflation and customer destocking, both of which are explained in later
sections.

 

It was also achieved despite an increase in Adjusting items, as explained
below.

 

Adjusting items

 

Adjusting items are those which we consider unusual by virtue of their size or
incidence and therefore not representative of our underlying trading
performance. We have identified £1.5m of such items within our reported
Operating Profit for H1 2022. They consist of:

 

·      £2.0m cost from the amortisation of acquired intangibles and
related acquisition costs

 

·      £0.5m income from the release of surplus provisions and the
unwind of loans relating to the closure of our loss-making operations in
Germany and France, which is now complete

 

Adjusted Operating Profit for the period, excluding the items above, was
therefore £11.5m (H1 2021: £19.2m; H1 2019: £7.2m).

 

Revenue

 

Revenue of £106.4m was £1.8m lower than H1 2021 but £23.7m higher than H1
2019. The following table sets out the key changes across both periods:

 

                                       Bridge from H1 2021     Bridge from H1 2019
                                                   Change                  Change
 Revenue bridge:                       £m          %           £m          %
 H1 2021/2019                          108.2                   82.7
 Acquisitions/closures                 13.6                    13.6
 Like-for-like (decrease)/increase(1)  (17.8)      (16.5%)     10.6        12.8%
 Constant Currency(2)                  104.0                   106.9
 Currency movements                    2.4                     (0.5)
 H1 2022                               106.4       (1.7%)      106.4       28.7%

1.      Like-for-like revenue movements exclude the impact of currency
movements and acquisitions/closures, see note 10 of the condensed consolidated
financial statements for currency rates

2.      H1 2022 revenue translated at H1 2021 and H1 2019 exchange rates
for the relevant revenue bridge

 

H1 2022 revenue benefited from sales contributed by the acquisition of DW
Windsor and Sync EV over the last year. This added £13.6m to Group revenue,
net of the impact of closing our operations in France and Germany.

 

This contribution was offset by a like-for-like decline of £17.8m (16.5%)
versus H1 2021, resulting in a slight revenue decline overall. The majority of
this decline arose from customer stock movements.

 

Gaining visibility of inventory in the distribution channel is a significant
challenge for all suppliers, but we have worked closely with our major
distributor customers in the first half to understand this better. We have
compared the amount of our product we have sold to them, to the amount they
have sold to end users. This allows us to calculate the change in the amount
of inventory they hold of our product over time. Whilst these changes are
typically modest, unique supply and demand imbalances during the pandemic
resulted in unprecedented customer stock movements that materially impacted
our results in 2021 and 2022.

 

This analysis shows that, in H1 2021, customers serving the Hybrid and Retail
sectors responded to buoyant demand and disrupted supply chains by
significantly increasing their inventory of our products, increasing our
sales. In H1 2022, we saw the opposite effect as DIY spending slowed and
supply chains began to normalise, lowering our sales. This not only explains
the majority of the like-for-like reduction in revenue versus last year, but
also underlines that end user demand for our products in H1 2022 was better
than our results suggest.

 

Were it not for customer stock movements, our like-for-like revenue would have
declined only modestly in H1 2022, in line with our addressable market. We saw
an expected slowdown in demand from the DIY sector as consumers spent money in
other ways following the end of lockdown. Demand from the professional
contractor community remained more resilient, supported by growth within the
non-residential and infrastructure sectors, benefiting our LED project
businesses.

 

With comparisons to last year dominated by pandemic effects, we continue to
monitor our performance versus pre-COVID H1 2019. This reveals that
like-for-like revenue in the first half was £10.6m (12.8%) higher than it was
pre-COVID. Growth would have been materially higher absent the customer
destocking activity referred to above, meaning that we have retained the
market share gained earlier in the pandemic. There has been significant cost
inflation for the industry to pass through over this three-year period. Our
selling prices are now on average 13.5% higher than they were in H1 2019,
underlining our brand strength.

 

We group our customers into the following sales channels to provide a more
granular analysis of sales trends:

 

·    Retail: Distributors serving consumers only, including DIY sheds,
pure-play online retailers and grocers

·    Hybrid: Distributors serving both consumers and professionals,
typically with multi-channel service options

·    Professional Wholesale: Distributors serving professionals only,
largely via a branch network

·    Professional Projects: Sale agreed by Luceco direct with
professionals, but fulfilled via Professional Wholesale

 

Revenue performance by sales channel was as follows:

 

 Like-for-like revenue by sales channel:  H1 2022  % of    Growth v H1 2021 %  Growth v H1 2019 %

                                          £m       Total
 Retail                                   29.4     33.2%   (12.5%)             16.7%
 Hybrid                                   18.1     20.4%   (35.4%)             14.5%
 Professional Wholesale                   24.5     27.7%   (21.0%)             9.2%
 Professional Projects                    16.6     18.7%   20.3%               11.3%
 Like-for-like revenue                    88.6     100.0%  (16.5%)             12.8%
 Currency impact                          2.4
 Acquisitions/closures                    15.4
 Total revenue                            106.4            (1.7%)              28.7%

 

Versus H1 2021, we have seen reductions in like-for-like sales to the Retail,
Hybrid and Professional Wholesale channels.

 

The slowdown of 12.5% in the Retail channel largely reflects normalisation of
DIY activity post-lockdown, net of significant selling price increases.

 

The larger slowdown of 35.4% experienced in the Hybrid channel is largely a
function of customer destocking. The DIY slowdown has also impacted our Hybrid
customers, with consumers representing approximately one third of their own
customer base.

 

Sales into the Professional Wholesale channel reduced by 21.0%, but this was
largely due to customers buying ahead of selling price increases, which have
been unusually large over the last two years due to high input cost inflation.
Sales in H1 2021 were augmented by a 1 July 2021 price increase. Sales in H1
2022 were reduced by a 1 January 2022 price increase. Absent pre-buying,
Professional Wholesale revenue would have been broadly in line with last year.
The sales of professionally installed EV chargers, launched in the half, will
be an increasing contributor to future channel growth.

 

We saw healthy like-for-like growth of 20.3% within the Professional Projects
channel. LED installation projects paused by customers during the pandemic
were restarted. Kingfisher Lighting was a key beneficiary and is on course for
a year of record sales and profit. We expect demand within this channel to
remain robust throughout 2022.

 

Our strategy over recent years to increase the proportion of our business
serving the professional contractor community to complement our historic
strength in the consumer sector undoubtedly helped to dilute the impact of a
slower DIY market in 2022. We aim to continue to diversify our sales base,
diluting the influence of individual sectors and customers and making the
Group increasingly resilient over time.

 

The following table analyses revenue by geographic end market:

 Revenue by geographical location of customer  H1     H1     H1     2022     2022

                                               2022   2021   2019   v 2021   V 2019

                                               £m     £m     £m     %        %
 UK                                            85.5   89.2   66.2   (4.1%)   29.2%
 Europe                                        11.2   10.1   8.9    10.9%    25.8%
 Middle East and Africa                        3.3    2.6    3.9    26.9%    (15.4%)
 Asia Pacific                                  2.4    2.2    1.4    9.1%     71.4%
 Americas                                      4.0    4.1    2.3    (2.4%)   73.9%
 Total revenue                                 106.4  108.2  82.7   (1.7%)   28.7%

 

Customer stocking impacts were confined to the UK market, which explains the
UK revenue decline of 4.1% versus H1 2021.

 

Growth overseas was healthier. In general, these markets experienced a smaller
pandemic boost last year and therefore have an easier comparative.

 

Our most significant overseas market is Europe, which delivered growth of
10.9% versus H1 2021. Growth of 5.9% came from the temporary benefit of stock
clearance sales during the closure of Germany and France this year with the
remainder from underlying growth in our Southern Europe business. For
reference, the closed businesses generated an Adjusted Operating Loss of
£0.8m in 2021.

 

Sales in the Middle East and Africa grew by 26.9% versus H1 2021. Regional
construction projects resumed apace following a slower 2021, underpinned by a
healthy oil price. Growth was also helped by favourable currency movements.

 

Revenue in the Americas continues to benefit from strong growth in our Mexican
business.

 

Growth in Asia Pacific benefited from market share gains with retailers in
Thailand and the Philippines.

 

Following the closure of Germany and France, all overseas operations are now
profitable.

 

Profitability

 

Adjusted Operating Profit was £11.5m in the period which was £7.7m below H1
2021 but £4.3m ahead of 2019. The key drivers were as follows:

                                                     Bridge from

 Adjusted Operating Profit             Bridge from   H1 2019

                                       H1 2021       £m

                                       £m
 H1 2021/2019                          19.2          7.2
 Acquisitions/closures                 0.1           (0.2)
 Like-for-like (decrease)/increase(1)  (6.1)         5.9
 Currency movements                    (1.7)         (1.4)
 H1 2022                               11.5          11.5

1.      Like-for-like profit movements exclude the impact of currency
movements and acquisitions/closures, see note 10 of the condensed consolidated
financial statements for currency rates

 

Customer stocking movements during 2021 and 2022 have significantly impacted
our profit progression and were responsible for the like-for-like profit
decline versus H1 2021. The sizeable profit impact from customer stock
movements reflects the fact that customers mostly destocked high margin Wiring
Accessories.

 

We estimate that profit would have grown on a like-for-like basis without
customer destocking, thanks to a reduction in overheads, particularly variable
pay, and the recovery of prior year input cost inflation. Cost inflation is
discussed in more detail later.

 

Full year impact of customer stock movements

 

We forecast that customers will reduce their stock levels by £14m in 2022,
reducing our sales. It is likely that we will see a further £5-10m reduction
in H1 2023, although this is dependent on future demand conditions.

 

Cost inflation

 

We have seen helpful movements in freight, commodity and currency rates over
recent months. As a result, my estimate of the cumulative impact of input cost
inflation on our annual cost base has reduced from £25.0m at the end of last
year to £21.5m now. This estimate includes the likely cost of overhead
inflation in 2023 as labour cost increases become increasingly impactful.

 

Our associated selling price increases came into full effect during the half,
through which we expect to fully recover the cost inflation above. This
resulted in a run rate gross margin of 36.5% at the end of the half, higher
than the 34.0% achieved for the half as a whole.

 

The increasing recovery of cost inflation via selling prices has helped to
reduce the headwind from customer stock movements in the first half and I
expect this benefit to accelerate in the second half.

 

Currency movements

 

The table below provides a more detailed view of the currency impact in the
year:

 

                     Adjusted    Currency impact      Adjusted      Constant Currency         Adjusted

                     H1 2022                          H1 2022       variance to H1 2021       H1 2021

                     actual(1)                        at Constant                             actual

                     £m                               Currency(2)                             £m

                                                      £m
                     £m                    %          £m            %
 Revenue             106.4       2.4       2.2%       104.0         (4.2)        (3.9%)       108.2
 Cost of sales       (70.2)      (3.9)     5.9%       (66.3)        0.2          (0.3%)       (66.5)
 Gross profit        36.2        (1.5)     (3.6%)     37.7          (4.0)        (9.6%)       41.7
 Gross margin %      34.0%                 (2.3ppts)  36.3%                      (2.2ppts)    38.5%
 Operating costs     (24.7)      (0.2)     0.9%       (24.5)        (2.0)        8.9%         (22.5)
 Operating profit    11.5        (1.7)     (8.9%)     13.2          (6.0)        (31.3%)      19.2
 Operating margin %  10.8%                 (1.9ppts)  12.7%                      (5.0ppts)    17.7%

1.   Translated at H1 2022 average exchange rates

2.   Translated at H1 2021 average exchange rates

 

Operating costs

 

Adjusted Operating Costs, excluding currency impacts, increased by £2.0m to
£24.5m. Acquisitions, net of closures, brought £3.7m of additional cost,
with the rest of the Group therefore lowering its overhead base by £1.7m. The
latter was driven by reductions in variable pay and tight control of
discretionary expenditure in uncertain macroeconomic conditions.

 

Net finance expense

 

Adjusted Net Finance Expense increased by £0.3m to £1.0m due to a
combination of a higher interest rate and increased borrowing.

 

We entered into swaps in the period to fix the interest rate applicable to
approximately 70% of our borrowings on a rolling three-year basis, resulting
in an effective interest rate of 4.9% (subject to small changes driven by the
impact of debt leverage on lending margin in the future). 30% of our borrowing
remains at floating interest rates.

 

Taxation

 

The effective tax rate on Adjusted Profit Before Tax reduced from 16.6% in FY
2021 to 14.3% in H1 2022.

 

We have worked hard over recent years to maximise available tax incentives in
China, particularly those available for investment in research and
development. Whilst there were some small one-off benefits within H1 2022 tax
performance, we expect this work to yield a full year effective tax rate of
c.15% in 2022.

 

Adjusted Free Cash Flow

 

 Adjusted(1) Free Cash Flow (£m)   Adjusted(1)  Adjusted(1)  Adjusted(1)
                                   H1 2022      H1 2021      H1 2019
 Operating profit                  11.5         19.2         7.2
 Depreciation and amortisation     3.2          2.9          3.4
 EBITDA                            14.7         22.1         10.6
 Changes in working capital        (9.7)        (9.8)        (1.2)
 Other items                       0.7          0.8          -
 Operating Cash Flow               5.7          13.1         9.4
 Operating cash conversion(2)      49.6%        68.2%        130.5%
 Net capital expenditure           (2.4)        (3.0)        (1.4)
 Interest paid                     (1.1)        (0.7)        (1.2)
 Tax paid                          (5.0)        (4.4)        (1.7)
 Free Cash Flow                    (2.8)        5.0          5.1
 Free Cash Flow as % Revenue       (2.6%)       4.6%         6.2%

1.      A reconciliation of the reported to Adjusted results is shown
within note 1 of the consolidated financial statements

2.      Adjusted Operating Cash Conversion is defined as Adjusted
Operating Cash Flow divided by Adjusted Operating Profit

 

We target Adjusted Free Cash Flow margin of at least 10% through the economic
cycle. Seasonal trends within working capital, together with annual rebate and
bonus payments early in the year, typically result in a lower margin in H1
than H2 and 2022 was no exception.

 

Cash generation in H1 2022 was also held back by customer destocking, cost
inflation and high tax payments on record 2021 results, as well as the
retention of higher inventory cover to mitigate supply chain shocks.

 

With supply chains now normalising, we aim to reduce our inventory by c.£10m
in H2 2022. This, combined with the increasing recovery of cost inflation,
should drive second half Adjusted Free Cash Flow margin back toward our target
range.

 

Capital expenditure

 

The Group's net capital expenditure of £2.4m (H1 2021: £3.0m) consists of
capitalised product development costs and the purchase of physical assets. We
continue to see opportunities to invest in low risk, high return automation
projects in our Chinese production facility which we are proceeding with at
pace whilst customer destocking temporarily reduces manufacturing output.

 

Return on capital

 

Return on Capital Invested was 25.6%, 10.8ppts lower than full year 2021.

 

As previously flagged, our returns will naturally reduce as the Group evolves
from a business driven historically by organic growth to one growing equally
via acquisitions, which naturally carry a lower return profile. Our Return on
Capital Invested target was always intended to be rebased once our M&A
strategy resumed. We will do this before year-end. I expect us to continue to
target one of the strongest returns on capital in our industry.

 

Acquisitions

 

In March 2022 the Group acquired UK-based Sync EV, a well-regarded EV charge
point brand among professional installers. The business specialises in
supplying smart charge points for residential installations and has benefited
from rapid growth in this market as electric vehicle sales have accelerated.

 

Sync EV was acquired for cash consideration of £10.3m in two stages. 20% of
the equity was acquired for £2.1m in August 2021, with the remaining 80%
acquired for £8.2m in March 2022.

 

For the year ended 31 December 2021, before the 100% acquisition in March
2022, Sync EV generated total revenue of £2.9m and total operating profit of
£0.3m. It holds a 2% share of the rapidly growing "destination" UK EV charge
point market. We expect the market to expand to £500m per annum by 2025 and
have both the product and channel access necessary to gain a material share.

 

Sync EV has been fully integrated into the Group's UK sales and distribution
operations.

 

Capital structure

 

 £m                                       H1 2022   H1 2021   Change
 Reported net debt                        £60.2m    £24.3m    £35.9m
 Less: IFRS 16 Finance Leases             (£7.0m)   (£4.5m)   (£2.5m)
 Finance Leases - pre-IFRS 16             £0.7m     £0.7m     -
 Covenant Net Debt                        £53.9m    £20.5m    £33.4m
 Covenant Net Debt : Covenant EBITDA      1.4       0.4       1.0

 

At 30 June 2022, the Group's non-utilised facilities and cash totalled
£26.8m, with an option (subject to lender consent) to add a further £40.0m
of additional borrowing capacity under the terms of its new syndicated bank
facility signed in October 2021. The facility matures in September 2024 with
two subsequent one-year renewal options. The Group therefore has adequate
capacity to fund future growth.

 

The Company's covenant position and headroom on 30 June 2022 was as follows:

 

 H1 2022 covenant position                       Covenant  Actual      Headroom
 Covenant Net Debt : Covenant EBITDA             3.0 : 1   1.4 : 1     Covenant Net Debt headroom: £63.1m(1)
                                                                       Covenant EBITDA headroom: £21.0m
 Covenant EBITDA : Adjusted Net Finance Expense  4.0 : 1    20.5 : 1   Covenant EBITDA headroom: £31.4m

                                                                       Net Finance Expense headroom: £7.9m

1.    Headroom with increased facility. Current facility headroom and cash
is £26.8m.

 

The key measures which management use to evaluate the Group's use of its
financial resources and capital management are set out below:

 

                                              H1 2022  H1 2021
 Adjusted(1) Earnings Per Share (pence)       5.8      9.8
 Covenant Net Debt : Covenant EBITDA (times)  1.4      0.4
 Adjusted(1) Free Cash Flow (£m)              (2.8)    5.0

1.         Note 1 in the notes to the consolidated financial
statements provides an explanation of the Group's alternative performance
measures.

 

The Group complied with its covenant requirements throughout the year with
significant headroom on all metrics. The

Group has conducted a full going concern review and this is outlined in note 1
of the condensed consolidated financial statements. The Group has a strong
balance sheet and significant facility headroom under even a severe but
plausible downside scenario. No covenant breaches occur in any of our
realistic downside cases, all of which are before any mitigating actions,
illustrating our financial resilience.

 

Dividends

 

We will pay an interim dividend of 1.6p per share on 21 October 2022 to
shareholders on the register on 16 September 2022. We are targeting a payout
ratio of 40% of earnings in 2022, unchanged from last year and consistent with
our dividend policy.

 

Operating segment review

 

The revenue and profit generated by the Group's operating segments are shown
below. Operating profits are stated after the proportional allocation of fixed
central overheads. The profit contribution for each segment, before fixed
central overheads, is also shown, to illustrate the likely profit impact of
future growth.

 

Wiring Accessories

 

                        Adjusted(1)                  Reported
                        H1 2022  H1 2021  Change     H1 2022  H1 2021  Change
 Revenue                £36.5m   £53.7m   (32.0%)    £36.5m   £53.7m   (32.0%)
 Contribution profit    £10.7m   £19.6m   (45.4%)    £10.7m   £19.6m   (45.4%)
 Contribution margin %  29.3%    36.5%    (7.2ppts)  29.3%    36.5%    (7.2ppts)
 Operating profit       £7.9m    £15.2m   (48.0%)    £7.9m    £15.2m   (48.0%)
 Operating margin %     21.6%    28.3%    (6.7ppts)  21.6%    28.3%    (6.7ppts)

1.         A reconciliation of the reported to Adjusted results is
shown within note 1 of the condensed consolidated financial statements

 

Wiring Accessories is our most profitable segment, generating 69% of Group
Adjusted Operating Profit, with a brand established over 80 years ago.

 

Sales into the Wiring Accessories segment were £17.2m (32.0%) less than H1
2021. We estimate that most of this decline was caused by customer stock
movements, particularly within the Hybrid channel, as well as the impact of
pre-buying by Professional Wholesalers ahead of sizeable selling price
increases. We estimate that sales excluding these temporary influences were
broadly flat on H1 2021 but well ahead of H1 2019 thanks to new business wins.
Sales continue to be supported by robust demand for professionally installed
wiring devices within the residential repair and remodel market as contractors
work through project backlogs built up during the pandemic.

 

Whilst the decline in revenue inevitably impacted segmental profit, Wiring
Accessories remains the most significant contributor to Group profitability
and its contribution should improve as Hybrid customers in particular balance
their post-pandemic inventory positions.

 

LED Lighting

 

                        Adjusted(1)                  Reported
                        H1 2022  H1 2021  Change     H1 2022  H1 2021  Change
 Revenue                £40.8m   £26.9m   51.7%      £40.8m   £26.9m   51.7%
 Contribution profit    £3.4m    £4.5m    (24.4%)    £2.9m    £4.5m    (35.6%)
 Contribution margin %  8.3%     16.7%    (8.4ppts)  7.1%     16.7%    (9.6ppts)
 Operating profit       £1.2m    £2.3m    (47.8%)    £0.7m    £2.1m    (66.7%)
 Operating margin %     2.9%     8.6%     (5.7ppts)  1.7%     7.8%     (6.1ppts)

1.    A reconciliation of the reported to Adjusted results is shown within
note 1 of the condensed consolidated financial statements

 

The Group entered the lighting market in 2013 as the industry adopted LED
technology. The LED Lighting segment now provides 38% of Group revenue and our
LED business is largely focused on the design of, and sale of the equipment
necessary for, technically complex lighting projects.

 

Revenue from the LED Lighting segment was £13.9m (51.7%) higher than H1 2021,
of which £11.1m (41.3%) was contributed by the acquisition of DW Windsor in
H2 2021. Organic growth was therefore 10.4%, driven by renewed demand for LED
projects within the non-residential and infrastructure sectors. Kingfisher
Lighting is enjoying a particularly strong 2022 with sales nearly 30% higher
than H1 2021, aided by successful new products developed and produced with
help from Group resources.

 

We expect the LED Lighting category to continue to grow strongly in H2 2022,
underpinned by robust LED project demand and improving trading momentum within
DW Windsor as it increasingly benefits from access to the Group's
capabilities.

 

Portable Power

 

                        Adjusted(1)                Reported
                        H1 2022  H1 2021  Change   H1 2022  H1 2021  Change
 Revenue                £29.1m   £27.6m   5.4%     £29.1m   £27.6m   5.4%
 Contribution profit    £4.5m    £4.0m    12.5%    £3.5m    £4.0m    (12.5%)
 Contribution margin %  15.5%    14.5%    1.0ppts  12.0%    14.5%    (2.5ppts)
 Operating profit       £2.4m    £1.7m    41.2%    £1.4m    £1.7m    (17.6%)
 Operating margin %     8.2%     6.2%     2.0ppts  4.8%     6.2%     (1.4ppts)

1.    A reconciliation of the reported to Adjusted results is shown within
note 1 of the condensed consolidated financial statements

 

The Portable Power segment consists of two main elements:

 

·      cable reels, extension leads and associated accessories sold
under the Masterplug brand

 

·      EV chargers sold under the BG Sync EV brand

 

EV charger sales totalled £2.2m in the half. We aim to grow this to c.£7m
for full year 2022. Sales will be made by existing Group sales teams serving
the Hybrid, wholesale and new construction sectors, meaning the operating
margin achieved should be well above the Group's average. The impact of this
can already be seen within segmental profitability in the first half, which
was higher than H1 2021.

 

We intend to disclose EV charger sales and profits separately at year-end to
increase visibility of this growing part of the Group.

 

Revenue from Masterplug products were broadly in line with H1 2021.

 

MATT WEBB

Chief Financial Officer

 

 

 

6 September 2022

 

 

GOING CONCERN

 

The directors have reviewed the current financial performance and liquidity of
the business and assessed its resilience to a reduction in sales through a
series of scenarios. The directors report that, having reviewed current
performance and forecasts, they have a reasonable expectation that the Group
has adequate resources to continue its operations for the foreseeable future.
For this reason, they have continued to adopt the going concern basis in
preparing the interim financial statements.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

The Board is responsible for identifying, reviewing and managing business and
operational risk. It is also responsible for determining the level of risk
appetite it is prepared to take in the ordinary course of business to achieve
the Group's strategic objectives and to ensure that appropriate and sufficient
resource is allocated to the management and mitigation of risk.

 

In addition to the risk management framework, the Board has delegated
responsibility to the Audit Committee for reviewing the overall process of
assessing business risks and managing the impact on the Group. The Group's
risk management process is set out below.

 

The principal risks identified, and actions taken to minimise their potential
impact are: risk associated with coronavirus, concentration risks associated
with operations, concentration risk associated with customers and products
(including product and shipping cost inflation), macroeconomic and political
and environmental, loss of IT / data, loss of key employees, acquisitions,
legal and regulatory and finance and treasury. This is not an exhaustive list
but those the Board believes may have an adverse effect on the Group's cash
flow and profitability. See pages 60 to 65 in the 2021 Annual Report and
Accounts for a full review of principal risks and their impact and mitigation
of them.

 

In determining whether it is appropriate to adopt the going concern basis in
the preparation of the financial statements, the Directors have considered
these principal risks and uncertainties. The Viability Statement on pages 66
to 67 of the 2021 Annual Report and Accounts considers the prospects of the
Group should a number of these risks crystallise together.

 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

 

We confirm that to the best of our knowledge:

 

·      the condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted for use in the
UK;

 

·      the interim management report includes a fair review of the
information required by:

 

(a)   DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and uncertainties for the
remaining six months of the year; and

 

(b)   DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.

 

 

Approved by the Board on 6 September 2022 and signed on its behalf.

 

 

JOHN HORNBY

Chief Executive Officer

 

 

MATT WEBB

Chief Financial Officer

 

 

Condensed Consolidated Income Statement

for the period ended 30 June 2022

 

 

                                   Adjusted  Adjustments(1)           Adjusted  Adjustments(1)
                                   H1 2022   H1 2022         H1 2022  H1 2021   H1 2021         H1 2021  FY 2021
                             Note  £m        £m              £m       £m        £m              £m       £m
 Revenue                     2     106.4     -               106.4    108.2     -               108.2    228.2
 Cost of sales                     (70.2)    0.7             (69.5)   (66.5)    -               (66.5)   (143.5)
 Gross profit                      36.2      0.7             36.9     41.7      -               41.7     84.7
 Distribution expenses             (5.7)     -               (5.7)    (3.7)     -               (3.7)    (7.8)
 Administrative expenses           (19.0)    (2.2)           (21.2)   (18.8)    (0.2)           (19.0)   (41.6)
 Operating profit            2,3   11.5      (1.5)           10.0     19.2      (0.2)           19.0     35.3
 Finance expense                   (1.0)     (4.4)           (5.4)    (0.7)     (1.7)           (2.4)    (2.0)
 Net finance expense               (1.0)     (4.4)           (5.4)    (0.7)     (1.7)           (2.4)    (2.0)
 Profit before tax                 10.5      (5.9)           4.6      18.5      (1.9)           16.6     33.3
 Taxation                    4     (1.5)     1.1             (0.4)    (3.5)     0.3             (3.2)    (6.2)
 Profit for the period             9.0       (4.8)           4.2      15.0      (1.6)           13.4     27.1
 Earnings per share (pence)
 Basic                       5     5.8p      (3.1p)          2.7p     9.8p      (1.1p)          8.7p     17.6p
 Fully diluted               5     5.7p      (3.0p)          2.7p     9.5p      (1.0p)          8.5p     17.2p

1.   Definition of the adjustments made to the reported figures can be found
in note 1 in the notes to the condensed consolidated financial statements

 

 

 

Condensed Consolidated Statement of Comprehensive Income

for the period ended 30 June 2022

 

                                                                                 H1 2022    H1 2021    FY 2021
                                                                                £m         £m         £m
 Profit for the period                                                          4.2        13.4       27.1
 Other comprehensive income - amounts that may be reclassified to profit or
 loss in the future:
 Foreign exchange translation differences - foreign operations and investments  2.8        (0.5)      0.3
 Total comprehensive income for the period                                      7.0        12.9       27.4

 

All results are from continuing operations.

 

The accompanying notes form part of these financial statements.

 

 

Condensed Consolidated Statement of Financial Position

at 30 June 2022

 

                                                                                          H1 2022  H1 2021  FY 2021
                                                                                    Note  £m       £m       £m
 Non-current assets
 Property, plant and equipment                                                      7     21.9     19.0     21.2
 Right-of-use assets                                                                      6.8      4.5      7.8
 Intangible assets                                                                  8     41.4     20.7     32.9
 Investment in associate                                                                  -        -        2.1
 Financial assets held for trading                                                        -        0.9      4.3
 Deferred tax asset                                                                       -        2.6      0.1
                                                                                          70.1     47.7     68.4
 Current assets
 Inventories                                                                              55.7     49.2     57.3
 Trade and other receivables                                                              63.2     70.3     69.7
 Financial assets held for trading                                                        2.1      3.1      0.4
 Current tax asset                                                                        2.5      -        -
 Cash and cash equivalents                                                                5.3      2.4      6.9
                                                                                          128.8    125.0    134.3
 Total assets                                                                             198.9    172.7    202.7
 Current liabilities
 Trade and other payables                                                                 44.9     64.7     66.5
 Current tax liabilities                                                                  -        2.0       1.8
 Financial assets held for trading                                                        1.4      0.4      0.1
 Other financial liabilities                                                              2.0      1.2      2.2
                                                                                          48.3     68.3     70.6
 Non-current liabilities
 Interest-bearing loans and borrowings                                              9     58.5     22.2     36.8
 Other financial liabilities                                                              5.0      3.3      6.0
 Financial assets held for trading                                                        0.5      0.3      -
 Deferred tax liability                                                                   2.1      -        -
 Provisions                                                                               1.6      1.1      1.6
                                                                                          67.7     26.9     44.4
 Total liabilities                                                                        116.0    95.2     115.0
 Net assets                                                                               82.9     77.5     87.7
 Equity attributable to equity holders of the parent
 Share capital                                                                            0.1      0.1      0.1
 Share premium                                                                            24.8     24.8     24.8
 Translation reserve                                                                      3.0      (0.6)    0.2
 Treasury reserve                                                                         (8.6)    (8.1)    (6.7)
 Retained earnings                                                                        63.6     61.3     69.3
 Total equity                                                                             82.9     77.5     87.7

 

 

The accompanying notes form part of these financial statements.

 

 

Condensed Consolidated Statement of Changes in Equity

for the period ended 30 June 2022

 

                                                             Share    Share    Translation  Retained  Treasury  Total
                                                             capital  premium  reserve      earnings  reserve   equity
                                                             £m       £m       £m           £m        £m        £m
 Balance at 1 January 2021                                   0.1      24.8     (0.1)        52.4      (6.8)     70.4
 Total comprehensive income
 Profit for the period                                       -        -        -            13.4      -         13.4
 Currency revaluations of investments                        -        -        (0.7)        -         -         (0.7)
 Currency translation differences                            -        -        0.2          -         -         0.2
 Total comprehensive income for the period                   -        -        (0.5)        13.4      -         12.9
 Transactions with owners in their capacity as owners:
 Dividends                                                   -        -        -            (7.2)     -         (7.2)
 Purchase of own shares                                      -        -        -            -         (1.3)     (1.3)
 Deferred tax on share-based payment transactions            -        -        -            2.0       -         2.0
 Share-based payments charge                                 -        -        -            0.7       -         0.7
 Total transactions with owners in their capacity as owners  -        -        -            (4.5)     (1.3)     (5.8)
 Balance at 30 June 2021                                     0.1      24.8     (0.6)        61.3      (8.1)     77.5

 Balance at 1 January 2022                                   0.1      24.8     0.2          69.3      (6.7)     87.7
 Total comprehensive income
 Profit for the period                                       -        -        -            4.2       -         4.2
 Currency revaluations of investments                        -        -        1.8          -         -         1.8
 Currency translation differences                            -        -        1.0          -         -         1.0
 Total comprehensive income for the period                   -        -        2.8          4.2       -         7.0
 Transactions with owners in their capacity as owners:
 Dividends                                                   -        -        -            (8.5)     -         (8.5)
 Purchase of own shares                                      -        -        -            -         (2.3)     (2.3)
 Disposal of own shares                                      -        -        -            (0.4)     0.4       -
 Deferred tax on share-based payment transactions            -        -        -            (1.7)     -         (1.7)
 Share-based payments charge                                 -        -        -            0.7       -         0.7
 Total transactions with owners in their capacity as owners  -        -        -            (9.9)     (1.9)     (11.8)
 Balance at 30 June 2022                                     0.1      24.8     3.0          63.6      (8.6)     82.9

 

 

Condensed Consolidated Cash Flow Statement for the period ended 30 June 2022

 

                                                                            Adjusted           Adjustments(1)            Adjusted  Adjustments(1)

                                                                            H1 2022            H1 2022         H1 2022   H1 2021   H1 2021         H1 2021   FY 2021
 Note                                                                       £m                 £m              £m        £m        £m              £m        £m
 Cash flows from operating activities
 Profit for the period                                                      9.0                (4.8)           4.2       15.0      (1.6)           13.4      27.1
 Adjustments for:
 Depreciation and amortisation                           7,8                3.2                0.9             4.1       2.9       0.2             3.1       7.7
 Financial expense                                                          1.0                4.4             5.4       0.7       1.7             2.4       2.0
 Taxation                                                4                  1.5                (1.1)           0.4       3.5       (0.3)           3.2       6.2
 Increase in provisions                                                     -                  -               -         -         -               -         0.2
 Share-based payments charge                                                0.7                -               0.7       0.8       -               0.8       1.7
 Other non-cash items                                                       -                  0.5             0.5       -         -               -         -
 Operating cash flow before movement in working capital                     15.4               (0.1)           15.3      22.9      -               22.9      44.9
 Decrease/(increase) in trade and other receivables                         9.2                -               9.2       1.4       -               1.4       6.2
 Decrease/(increase) in inventories                                         4.5                (0.1)           4.4       (12.2)    -               (12.2)    (13.1)
 (Decrease)/increase in trade and other payables                            (23.4)             (0.1)           (23.5)    1.0       -               1.0       (3.8)
 Cash from operations                                                       5.7                (0.3)           5.4       13.1      -               13.1      34.2
 Income taxes paid                                                          (5.0)              -               (5.0)     (4.4)     -               (4.4)     (8.1)
 Net cash from operating activities                                         0.7                (0.3)           0.4       8.7       -               8.7       26.1
 Cash flows from investing activities
 Acquisition of property, plant and equipment            7                  (1.7)              -               (1.7)     (2.8)     -               (2.8)     (5.7)
 Acquisition of other intangible assets                  8                  (0.8)              -               (0.8)     (0.3)     -               (0.3)     (0.9)
 Disposal of tangible assets                             7                  0.1                -               0.1       0.1       -               0.1       0.2
 Acquisition of subsidiary                                                  (7.9)              -               (7.9)     -         -               -         (16.3)
 Investment in associate                                                    -                  -               -         -         -               -         (2.1)
 Net cash used in investing activities                                      (10.3)             -               (10.3)    (3.0)     -               (3.0)     (24.8)
 Cash flows from financing activities
 Origination/(Repayment) of borrowings                                      21.2               -               21.2      (1.2)     -               (1.2)     14.5
 Interest paid                                                              (1.1)              -               (1.1)     (0.7)     -               (0.7)     (1.7)
 Dividends paid                                                             (8.5)              -               (8.5)     (7.2)     -               (7.2)     (11.2)
 Finance lease liabilities                                                  (1.0)              (0.2)           (1.2)     (0.7)     -               (0.7)     (1.4)
 Purchase of treasury shares                                                (2.3)              -               (2.3)     (1.3)     -               (1.3)     (1.3)
 Net cash from financing activities                                         8.3                (0.2)           8.1       (11.1)    -               (11.1)    (1.1)
 Net (decrease)/increase in cash and cash equivalents                       (1.3)              (0.5)           (1.8)     (5.4)     -               (5.4)     0.2
 Cash and cash equivalents at 1 January                                                                        6.9                                 6.7       6.7
 Effect of exchange rate fluctuations on cash held                                                             0.2                                 (0.1)     -
 Cash and cash equivalents at 30 June/31 December                                                              5.3                                 1.2       6.9

1.   The definitions of the adjustments made to the statutory figures can be
found in note 1 in the notes to the condensed consolidated financial
statements

 

 

The accompanying notes form part of these financial statements.

 

 

Notes to the Condensed Consolidated Financial Statements

for the period ended 30 June 2022

 

1. Basis of preparation

 

Luceco plc (the 'Company') is a company incorporated and domiciled in the
United Kingdom. These condensed consolidated interim financial statements
("interim financial statements") for the period ended 30 June 2022 comprise
the Company and its subsidiaries (together referred to as the "Group"). The
Group is primarily involved in the supply of wiring accessories, EV chargers,
LED lighting and portable power products to global markets (see note 2).

 

This condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted for use in the UK.

 

The annual financial statements of the group for the year ending 31 December
2022 will be prepared in accordance with UK-adopted international accounting
standards. As required by the Disclosure Guidance and Transparency Rules of
the Financial Conduct Authority, the condensed set of financial statements has
been prepared applying the accounting policies and presentation that were
applied in the preparation of the company's published consolidated financial
statements for the year ended 31 December 2021 which were prepared in
accordance with UK-adopted international accounting standards ("UK-adopted
IFRS").

 

The interim financial statements do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006. Statutory accounts for the
year ended 31 December 2021 were approved by the Board of Directors and have
been delivered to the Registrar of Companies. The audit report on those
accounts was unqualified and did not contain any statement under section
498(2) or (3) of the Companies Act 2006.

 

The interim financial information have been reviewed, not audited.

 

Risks and uncertainties

 

An outline of the key risks and uncertainties faced by the Group is described
in the 2021 Annual Report and Accounts. Risk is an inherent part of doing
business and the Directors believe that the Group is well placed to manage the
key risks it faces.

 

Going concern

 

The Directors have concluded that it is reasonable to adopt a going concern
basis in preparing the financial statements. This is based on an expectation
that the Company and the Group have adequate resources to continue in
operational existence for 12 months from the date of signing these accounts.

 

The Group has reported a profit before tax of £4.6m for the six months to 30
June 2022 (six months to 30 June 2021: £16.6m and year ended 31 December
2021: £33.3m), has net current assets of £80.5m (30 June 2021: £56.7m and
31 December 2021: £63.7m) and net assets of £82.9m (30 June 2021: £77.5m
and 31 December 2021: £87.7m).

 

The capital resources at the Group's disposal at 30 June 2022 were as follows:

 

·      a revolving credit facility of £80.0m with an option for a
further £40.0m (subject to lender consent), £58.5m drawn at 30 June 2022

 

The bank facility matures in September 2024 with two subsequent one-year
renewal options.

 

The revolving credit facility requires the Group to comply with the following
quarterly financial covenants:

 

·      Closing Covenant Net Debt of no more than 3.0 times Covenant
EBITDA for the preceding 12-month period. At the 30 June 2022 this ratio was
1.4 - with headroom on Covenant Net Debt of £63.1m (assuming a higher
facility) and Covenant EBITDA headroom of £21.0m.

 

·      Covenant EBITDA of no less than 4.0 times Adjusted Net Finance
Expense, both for the preceding 12-month period. At the 30 June 2022 this
ratio was 20.5 - with headroom on Adjusted Net finance expense of £7.9m and
Covenant EBITDA headroom of £31.4m.

 

The Directors ran a severe but plausible downside scenario case for the final
six months of the year. This case would require a significant reduction in
revenue in the final six months of the year to lead to any breach in covenants
or any breach in facility. All modelling has been conducted without any
mitigation activity. There have been no changes to post balance sheet
liquidity positions.

 

The Directors are confident that the Group and Company will have sufficient
funds to continue to meet its liabilities as they fall due for at least 12
months from the date of approval of the financial statements and therefore
have prepared the financial statements on a going concern basis.

 

 

Standards and interpretations issued

 

At the date of the approval of these financial statements, the following
standards and interpretations, which have not yet been applied in these
financial statements, were in issue, but not yet effective:

 

·      Amendments to References to Conceptual Framework for IFRS
Standards

·      Definition of a Business (Amendments to IFRS 3)

·      Definition of Material (Amendments to IAS 1 and IAS 8)

 

The following accounting standards and amendments that are applicable to the
Group have been issued by the IASB but had either not been adopted by the UK
or were not yet effective at 30 June 2022.

 

·      IFRS 17 Insurance Contracts. The effective date is 1 January
2023. This is not expected to be applicable to the Group.

·      Sale or Contribution of Assets between an Investor and its
Associate or Joint venture (Amendments to IFRS 10 and IAS 28).

 

 

Statutory and non-statutory measures of performance - adjusted measures

 

The financial statements contain all the information and disclosures required
by the relevant accounting standards and regulatory obligations that apply to
the Group.

 

The Group's performance is assessed using a number of financial measures which
are not defined under IFRS (the financial reporting framework applied by the
Group). Management uses the adjusted or alternative performance measures
("APMs") as a part of their internal financial performance monitoring and when
assessing the future impact of operating decisions. The APMs disclose the
adjusted performance of the Group excluding specific items. The measures allow
a more effective year-on-year comparison and identification of core business
trends by removing the impact of items occurring either outside the normal
course of operations or because of intermittent activities such as a corporate
acquisition. The Group separately reports items in the Condensed Consolidated
Income Statement and Condensed Consolidated Cash Flow Statement which, in the
Directors' judgement, need to be disclosed separately by virtue of their
nature, size and incidence for users of the financial statements to obtain a
balanced view of the financial information and the underlying performance of
the business.

 

In following the guidelines on Alternative Performance Measures (APMs) issued
by the European Securities and Markets Authorities, the Group has included a
Condensed Consolidated Income Statement and Condensed Consolidated Cash Flow
Statement that have both Statutory and Adjusted performance measures.

 

The measures used in these interim financial statements are defined in the
table on page 119 and 120 of the 2021 Annual Report and Financial Statements
and the principles to identify adjusting items have been applied on a
consistent basis.

 

The unaudited measures used in the interim financial statements and
adjustments made are summarised in the table below for H1 2022 and H1 2021
respectively:

 

 

                          H1 2022                                                          Amortisation of acquired intangibles and related acquisition costs(2)  Restructuring  costs(3)   H1 2022 Total adjustments  H1 2022

                          Adjusted   Remeasurement to fair value of hedging portfolio(1)   £m                                                                     £m                        £m                         Reported

                          £m         £m                                                                                                                                                                                £m
 Revenue                  106.4      -                                                     -                                                                      -                         -                          106.4
 Cost of sales            (70.2)     -                                                     -                                                                      0.7                       0.7                        (69.5)
 Gross profit             36.2       -                                                     -                                                                      0.7                       0.7                        36.9
 Distribution expenses    (5.7)      -                                                     -                                                                      -                         -                          (5.7)
 Administrative expenses  (19.0)     -                                                     (2.0)                                                                  (0.2)                     (2.2)                      (21.2)
 Operating profit         11.5       -                                                     (2.0)                                                                  0.5                       (1.5)                      10.0
 Finance expense          (1.0)      (4.4)                                                 -                                                                      -                         (4.4)                      (5.4)
 Profit before tax        10.5       (4.4)                                                 (2.0)                                                                  0.5                       (5.9)                      4.6
 Taxation                 (1.5)      0.8                                                   0.3                                                                    -                         1.1                        (0.4)
 Profit after tax         9.0        (3.6)                                                 (1.7)                                                                  0.5                       (4.8)                      4.2
 Gross margin             34.0%                                                                                                                                                                                        34.7%

 

1.   Relating to currency,  interest and copper hedges

2.   Relating to Kingfisher Lighting, DW Windsor and Sync EV. Of the £2.0m:
Sync EV are £0.9m in relation to fair value adjustments to stock and minority
interests, £0.2m acquisition costs and £0.1m in relation to amortisation of
acquired intangibles with DW Windsor £0.6m in relation to amortisation of
acquired intangibles and Kingfisher Lighting £0.2m in relation to
amortisation of acquired intangibles

3.   Relating to the closure of Germany and France operations

 

 

                                                                                            Amortisation of acquired intangibles and related acquisition costs(2)  H1 2021 Total adjustments

                           H1 2021    Remeasurement to fair value of hedging portfolio(1)   £m                                                                     £m                         H1 2021

                          Adjusted    £m                                                                                                                                                      Reported

                          £m                                                                                                                                                                  £m
 Revenue                  108.2       -                                                     -                                                                      -                          108.2
 Cost of sales            (66.5)      -                                                     -                                                                      -                          (66.5)
 Gross profit             41.7        -                                                     -                                                                      -                          41.7
 Distribution expenses    (3.7)       -                                                     -                                                                      -                          (3.7)
 Administrative expenses  (18.8)      -                                                     (0.2)                                                                  (0.2)                      (19.0)
 Operating profit         19.2        -                                                     (0.2)                                                                  (0.2)                      19.0
 Finance expense          (0.7)       (1.7)                                                 -                                                                      (1.7)                      (2.4)
 Profit before tax        18.5        (1.7)                                                 (0.2)                                                                  (1.9)                      16.6
 Taxation                 (3.5)       0.3                                                   -                                                                      0.3                        (3.2)
 Profit after tax         15.0        (1.4)                                                 (0.2)                                                                  (1.6)                      13.4
 Gross Margin             38.5%                                                                                                                                                               38.5%

 

 

1.   Relating to currency hedges

2.   Relating to Kingfisher Lighting

 

The following tables indicate how Covenant EBITDA is calculated:

 

                                         H1 2022  H1 2021
 Adjusted EBITDA                         £m       £m
 Adjusted Operating Profit               31.3     40.2
 Adjusted Depreciation and Amortisation  7.0      6.5
 Adjusted EBITDA                         38.3     46.7

 

                                                                        H1 2022   H1 2021
 Covenant EBITDA                                                       £m         £m
 Adjusted EBITDA                                                       38.3       46.7
 EBITDA from acquisitions from 1 July 2021 to the date of acquisition  0.7        -
 Covenant EBITDA                                                       39.0       46.7

 

 

2. Operating segments

 

The Group's principal activities are in the supply of Wiring Accessories, LED
Lighting and Portable Power equipment. The Board does not review the Group's
assets and liabilities on a segmental basis and, therefore, no segmental
disclosure is included. Inter-segment sales are not material. Revenue and
operating profit are reported under IFRS 8 Operating Segments.

 

                     H1 2022 Adjusted                            H1 2021 Adjusted

                                       Adjustment(1)   H1 2022                     Adjustment(1)   H1 2021
                     £m                £m              £m        £m                £m              £m
 Revenue
 Wiring Accessories  36.5              -               36.5      53.7              -               53.7
 LED Lighting        40.8              -               40.8      26.9              -               26.9
 Portable Power      29.1              -               29.1      27.6              -               27.6
                     106.4             -               106.4     108.2             -               108.2
 Operating profit
 Wiring Accessories  7.9               -               7.9       15.2              -               15.2
 LED Lighting        1.2               (0.5)           0.7       2.3               (0.2)           2.1
 Portable Power      2.4               (1.0)           1.4       1.7               -               1.7
 Operating profit    11.5              (1.5)           10.0      19.2              (0.2)           19.0

1.    Relating to Kingfisher Lighting, DW Windsor and Sync EV acquisitions
and the closure of Northern Europe

 

 

 Revenue by location of customer
                                      H1 2022  H1 2021
                                      £m       £m
 UK                                   85.5     89.2
 Europe                               11.2     10.1
 Middle East and Africa               3.3      2.6
 Asia Pacific                         2.4      2.2
 Americas                             4.0      4.1
 Total revenue                        106.4    108.2

 

3. Expenses recognised in the Condensed Consolidated Income Statement

Included in the Condensed Consolidated Income Statement are the following:

 

                                                                         H1 2022   H1 2021                              FY 2021
                                                                        £m         £m                                   £m
 Research and development costs expensed as incurred                    1.9        1.9                                  3.0
 Depreciation of property, plant and equipment and right-of-use assets  2.9                        2.1                  5.3
 Amortisation of acquired intangible assets                             0.9                        0.2                  0.6
 Amortisation of internally developed intangible assets                 0.3                     0.8                     1.8

 

 

4. Income tax expense

 

A tax charge for the six-month period has been included in the Condensed
Consolidated Income Statement at £0.4m (H1 2021: £3.2m) and has been
calculated using the anticipated effective tax rate on the taxable profit of
the Group. The anticipated effective tax rate for the year ending 31 December
2022 was calculated at 8.7% (H1 2021: 19.3%).

 

 

5. Earnings per share

 

Earnings per share is calculated based on the profit for the period
attributable to the owners of the Group. Adjusted earnings per share is
calculated based on the adjusted profit for the period, as detailed below,
attributable to the owners of the Group. These measures are divided by the
weighted average number of shares outstanding during the period.

 

 

                                                                      H1 2022    H1 2021    FY 2021
                                                                      £m        £m          £m
 Reported earnings for calculating basic earnings per share           4.2       13.4        27.1
 Adjusted for:
 Restructuring of European operations                                 (0.5)     -           2.3
 Amortisation of acquired intangibles and related acquisition costs   2.0       0.2         1.4
 (Gain)/loss on remeasurement to fair value of hedging portfolio      4.4       1.7         0.4
 Income tax on above items                                            (1.1)     (0.3)       -
 Adjusted earnings for calculating adjusted basic earnings per share  9.0       15.0        31.2

 

                                                                H1 2022  H1 2021  FY 2021
                                                                Number   Number   Number
                                                                million  million  Million
 Weighted average number of ordinary shares
 Basic                                                          154.3    153.7    154.1
 Dilutive effect of share options on potential ordinary shares  3.7      4.2      3.8
 Diluted                                                        158.0    157.9    157.9

 

                                      H1 2022  H1 2021  FY 2021
                                      Pence    Pence    Pence
 Basic earnings per share             2.7      8.7      17.6
 Diluted earnings per share           2.7      8.5      17.2
 Adjusted basic earnings per share    5.8      9.8      20.2
 Adjusted diluted earnings per share  5.7      9.5      19.8

 

 

6. Dividend

 

An interim dividend of 1.6 pence per share will be paid to shareholders on 21
October 2022. This compares to a 2.6p interim dividend in 2021.

 

 

7. Property, plant and equipment

 

During the six months ended 30 June 2022, the Group purchased assets at a cost
of £1.7m (H1 2021: £2.8m, FY 2021: £5.7m); including plant and equipment
£0.7m, construction in progress £0.6m and tooling £0.4m. Assets with a net
book value of £nil were acquired through business combinations (H1 2021:
£nil, FY 2021: £0.9m acquired). Assets with a net book value of £nil were
disposed of (H1 2021: £0.1m, FY 2021: £0.2m). Total depreciation for the
period was £1.9m (H1 2021: £1.5m; FY 2021 £3.5m).

 

During the period there were lease additions totalling £nil and a
depreciation charge of £1.0m. The net book value of right-of-use assets at 30
June 2022 was £6.8m (30 June 2021: £4.5m, 31 December 2021: £7.8m).

 

The impact of foreign exchange movements on the net book value of assets was
£0.9m favourable.

 

The Group has not included any borrowing costs in additions for either 2022 or
2021. There were no funds specifically borrowed for the assets and the amount
eligible as part of the general debt instruments pool (after applying the
appropriate capitalisation rate) is not considered material.

 

 

8. Intangible assets and goodwill

 

Development expenditure is capitalised and included in intangible assets when
it meets the criteria laid out in IAS 38 Intangible Assets. During the six
months ended 30 June 2022, the Group capitalised internally generated
development costs of £0.8m (H1 2021: £0.3m, FY 2021: £0.9m). Amortisation
for the period on development costs was £0.3m (H1 2021: £0.8m; FY 2021
£1.8m). There were no capitalised borrowing costs.

 

During the six months ended 30 June 2022, the Group recognised £1.5m of
acquired customer-related intangible assets, £0.8m of acquired brand
intangible assets and £6.6m of goodwill. Amortisation for the period on
acquired intangible assets was £0.9m.

 

In the Condensed Consolidated Income Statement these amounts have been
included within "adjustments" in calculating the Adjusted Operating
Profit/loss (refer to note 1 in the Notes to the Condensed Consolidated
Financial Statements).

 

There have been no triggers to necessitate an impairment review of goodwill
since the review undertaken as part of the year ended 31 December 2021.
Goodwill has been allocated to cash-generating units and can be referred to in
the Group's 2021 Annual Report and Accounts.

 

 

9. Interest-bearing loans and borrowings

 

This note provides information about the contractual terms of the Group's
interest-bearing loans and borrowings, which are measured at amortised cost.
For more information about the Group's exposure to interest rate and foreign
currency risk, please refer to note 20 in the 2021 Annual Report and
Accounts.

 

                                         H1 2022  H1 2021  FY 2021
                                         £m       £m       £m
 Non-current liabilities
 Revolving credit facility               58.5     14.2     36.8
 Secured bank loans - invoice financing  -        8.0      -
                                         58.5     22.2     36.8

 

Secured bank loans are secured by a fixed and floating charge over the assets
of the Group and are committed to September 2024 with two subsequent one-year
renewal options.

 

 

10. Exchange rates

The following significant Sterling exchange rates were applied during the
year:

 

               Average rate                         Reporting date spot rate
      H1 2022          H1 2021          H1 2022                   H1 2021
 USD  1.24             1.39             1.21                      1.38
 EUR  1.19             1.15             1.16                      1.16
 RMB  8.45             8.91             8.13                      8.93

 

 

11. Financial risk management and financial instruments

 

The Group's activities expose it to a variety of financial risks that include
currency risk, interest rate risk, credit risk and liquidity risk.

 

These interim financial statements do not include all financial risk
management information and disclosures required in

the Annual Report and Accounts. They should therefore be read in conjunction
with the Group's Annual Report and Accounts for the year ended 31 December
2021. There have been no changes to the risk management policies since the
year ended 31 December 2021.

 

 

12. Related party transactions

 

The Group has related party relationships with its subsidiaries and with its
directors. Transactions between Group companies, which are related parties,
have been eliminated on consolidation and are not disclosed in this note.
There have been no related party transactions with directors other than in
respect of remuneration.

 

 

13. Acquisitions

 

On the 21 March 2022, the Group completed the acquisition of EV Charge Points
UK T/A EVCP Limited ("Sync EV"). This was a step acquisition as the Group
acquired 20% of Sync EV in August 2021 with the remaining 80% in March 2022
for a total consideration of £10.3m. The fair value (which is currently being
assessed in conjunction with our independent valuation experts who have not
issued their final report) of the consideration paid and the consolidated net
assets acquired, together with the goodwill arising in respect of this
acquisition, was as follows:

 

                                        Provisional fair value estimate on acquisition
                                        £m
 Intangible assets                      2.3
 Property, plant and equipment          -
 Inventories                            1.5
 Trade and other receivables            1.4
 Cash                                   0.4
 Interest-bearing loans and borrowings  (0.5)
 Deferred tax (liability)               (0.7)
 Trade and other payables               (1.2)
 Total                                  3.2
 Consideration - cash                   10.3
 Fair value on 20% minority interest    (0.5)
 Goodwill arising                       6.6

 

 

14. Date of approval of financial information

 

The interim financial information covers the period 1 January 2022 to 30 June
2022 and was approved by the Board on 6 September 2022. Further copies of the
interim financial information can be found at www.lucecoplc.com
(http://www.lucecoplc.com) .

 

 

INDEPENDENT REVIEW REPORT TO LUCECO PLC

Conclusion

We have been engaged by the company to review the condensed set of financial
statements

in the half-yearly financial report for the six months ended 30 June 2022
which comprises

Condensed consolidated income statement, Condensed consolidated statement of

comprehensive income, Condensed consolidated statement of changes in equity,

Condensed consolidated statement of total financial position, Condensed
consolidated

statement of cash flows and the related explanatory notes.

 

Based on our review, nothing has come to our attention that causes us to
believe that the

condensed set of financial statements in the half-yearly financial report for
the six months

ended 30 June 2022 is not prepared, in all material respects, in accordance
with IAS 34

Interim Financial Reporting as adopted for use in the UK and the Disclosure
Guidance and

Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the
UK

FCA").

 

Basis for conclusion

We conducted our review in accordance with International Standard on Review

Engagements (UK) 2410 Review of Interim Financial Information Performed by the

Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review

of interim financial information consists of making enquiries, primarily of
persons

responsible for financial and accounting matters, and applying analytical and
other review

procedures. We read the other information contained in the half-yearly
financial report and

consider whether it contains any apparent misstatements or material
inconsistencies with

the information in the condensed set of financial statements.

 

A review is substantially less in scope than an audit conducted in accordance
with

International Standards on Auditing (UK) and consequently does not enable us
to obtain

assurance that we would become aware of all significant matters that might be
identified in

an audit. Accordingly, we do not express an audit opinion.

 

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed
in an audit

as described in the Basis of conclusion section of this report, nothing has
come to our

attention that causes us to believe that the directors have inappropriately
adopted the going

concern basis of accounting, or that the directors have identified material
uncertainties

relating to going concern that have not been appropriately disclosed.

 

This conclusion is based on the review procedures performed in accordance with
ISRE

(UK) 2410. However, future events or conditions may cause the group to cease
to continue

as a going concern, and the above conclusions are not a guarantee that the
group will

continue in operation.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been
approved by, the

directors. The directors are responsible for preparing the half-yearly
financial report in

accordance with the DTR of the UK FCA.

 

As disclosed in note 1, the annual financial statements of the group are
prepared in

accordance with UK-adopted international accounting standards.

The directors are responsible for preparing the condensed set of financial
statements

included in the half-yearly financial report in accordance with IAS 34 as
adopted for use in

the UK.

 

In preparing the condensed set of financial statements, the directors are
responsible for

assessing the group's ability to continue as a going concern, disclosing, as
applicable,

matters related to going concern and using the going concern basis of
accounting unless

the directors either intend to liquidate the group or to cease operations, or
have no

realistic alternative but to do so.

 

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed
set of

financial statements in the half-yearly financial report based on our review.
Our

conclusion, including our conclusion relating to going concern, are based on
procedures

that are less extensive than audit procedures, as described in the Basis of
conclusion

section of this report.

 

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the company in accordance with the terms of our
engagement

to assist the company in meeting the requirements of the DTR of the UK FCA.
Our review

has been undertaken so that we might state to the company those matters we are
required

to state to it in this report and for no other purpose. To the fullest extent
permitted by law,

we do not accept or assume responsibility to anyone other than the company for
our review

work, for this report, or for the conclusions we have reached.

 

Michael Froom

for and on behalf of KPMG LLP

One Snowhill

Snow Hill Queensway

Birmingham

B4 6GH

 

6 September 2022

 

 

Additional information

 

Financial calendar

 

 Interim dividend record date              16 September 2022
 2022 Q3 trading update                    20 October 2022
 Interim dividend payment date             21 October 2022
 2022 Year end                             31 December 2022
 2022 Full year trading update             19 January 2023
 2022 Full year results statement          21 March 2023
 AGM                                       10 May 2023
 2023 Half year end                        30 June 2023
 2023 Half year trading update             18 July 2023
 2023 Half year interim results statement  5 September 2023

 

 

Company's registered office

Luceco plc

Building E Stafford Park 1

Stafford Park

Telford TF3 3BD

www.lucecoplc.com (http://www.lucecoplc.com)

ir@luceco.com

 

Independent auditor

KPMG LLP

Chartered Accountants

One Snowhill

Snow Hill Queensway

Birmingham B4 6GH

 

Financial advisors and brokers

Numis Securities

45 Gresham Street

London EC2V 7BF

 

Liberum

Ropemaker Place

Level 12, 25 Ropemaker Street

London EC2Y 9LY

 

Company registrar

Link Group

10th floor, Central Square

29 Wellington Street

Leeds LS1 4DL

shareholderenquiries@linkgroup.co.uk
(mailto:shareholderenquiries@linkgroup.co.uk)

 

Company secretariat

Company Matters

6(th) Floor, 65 Gresham Street

London EC2V 7NQ

luceco@linkgroup.co.uk (mailto:luceco@linkgroup.co.uk)

 

Financial PR advisors

MHP Communications

6 Agar Street

London WC2N 4HN

luceco@mhp.com (mailto:luceco@mhp.com)

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