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REG - Macfarlane Group PLC - Half-year Report

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RNS Number : 2544K  Macfarlane Group PLC  24 August 2023

 

24 August 2023

MACFARLANE GROUP PLC

("MACFARLANE GROUP", "THE COMPANY", "THE GROUP")

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2023

 

RESILIENT H1 2023 PERFORMANCE - PROFIT EXPECTATIONS FOR THE FULL YEAR
UNCHANGED

 

                                          H1 2023  H1 2022  Increase

 Financial Highlights                     £000     £000     %
 Revenue                                  141,612  139,209  2%
 Operating profit before amortisation(1)  12,839   11,384   13%
 Operating profit                         10,800   9,604    12%
 Profit before tax                        9,987    8,857    13%
 Profit for the period                    7,510    6,888    9%
 Interim dividend (pence)                 0.94p    0.90p    4%
 Basic earnings per share (pence)         4.74p    4.36p    9%

1    See note 2 for reconciliation of alternative performance measure,
operating profit before amortisation, to operating profit.

 

Key highlights

·   Revenue grew by 2% versus H1 2022 to £141.6m.

·   Profit before tax at £10.0m increased by 13%.

·   Basic and diluted earnings per share were 4.74p per share (H1 2022:
4.36p per share) and 4.70p per share (H1 2022: 4.31p per share) respectively.

·   Profit in line with expectations for the full year.

Packaging Distribution

·   Packaging Distribution grew revenue by £0.4m to £124.0m in H1 2023.

·   A good contribution from the acquisitions of PackMann in May 2022 and
Gottlieb in April 2023, combined with organic growth in Europe and new
business wins, offset lower demand from customers in the UK and Ireland.

·   Operating profit before amortisation increased by 6% to £9.4m (H1
2022: £8.9m) through effective management of input pricing which offset
inflation in operating costs.

Manufacturing Operations

·   Manufacturing Operations delivered strong revenue growth of 13% to
£17.7m (H1 2022: £15.7m).

·   A good contribution from Suttons, acquired in February 2023, offset the
slower demand in certain industrial markets.

·   Operating profit before amortisation increased 36% to £3.4m (H1 2022:
£2.5m).

Group

·   Effective management of working capital resulted in net cash inflow
from operating activities of £20.3m (H1 2022: £6.5m).

·   Net bank debt on 30 June 2023 was £3.3m - a cash inflow of £0.1m from
31 December 2022, after £11.4m of investment in acquisitions and £1.4m of
capital expenditure.  The Group is operating well within its bank facility of
£35.0m, increased from £30.0m at 31 December 2022, which runs until 31
December 2025.

·   Pension scheme surplus increased to £12.8m at 30 June 2023 (31
December 2022: £10.2m).  The improvement is due to continued contributions
from the Group and an increase in the discount rate, offset by lower
investment returns in H1 2023.

·   Interim dividend increased to 0.94p per share (H1 2022: 0.90p per
share) - to be paid on 12 October 2023 to shareholders on the register as at
15 September 2023 (ex-dividend date 14 September 2023).

Aleen Gulvanessian, Chair of Macfarlane Group PLC, today said: -

Trading

"The Group has demonstrated resilience in the first half of 2023, against the
backdrop of a slowdown in customer demand.  We have executed two high quality
acquisitions which are both performing well, we continue to make good progress
in Europe and have positive new business momentum.  The inflationary impact
of operating cost increases has been offset by effective input price
management.  We opened our new Northern Innovation Lab in March 2023 which is
already having early success in helping our customers reduce their total cost
of packaging and carbon footprint."

Outlook

"Whilst we expect the second half of 2023 to remain challenging, our good
progress in Europe, diverse customer base, strong new business momentum and
effective management of pricing and costs mean that our profit expectations
for the full year remain unchanged."

 Further enquiries:  Macfarlane Group                                                         Tel: 0141 333 9666
                     Aleen Gulvanessian             Chair
                     Peter Atkinson                     Chief Executive
                     Ivor Gray
                     Finance Director
                     Spreng Thomson
                     Callum Spreng                                                            Mob: 07803 970103

 

Legal Entity Identifier (LEI):  213800LVRYDERSJAAZ73

Notes to Editors:

 * Macfarlane Group PLC has been listed on the Premium segment of the Main Market
of the London Stock Exchange (LSE: MACF) since 1973 with over 70 years'
experience in the UK packaging industry. Through its two divisions, Macfarlane
Group services a broad range of business customers, supplying them with high
quality protective packaging products which help customers reduce supply chain
costs, improve operational efficiencies and enhance their brand presentation.
The divisions are:

* Packaging Distribution - Macfarlane Packaging Distribution is the leading UK
distributor of a comprehensive range of protective packaging products; and

 * Manufacturing Operations - Macfarlane Design and Manufacture who design and
produce protective packaging for high value and fragile products.

 * Headquartered in Glasgow, Scotland, Macfarlane Group employs over 1,000 people
at 37 sites, principally in the UK, as well as in Ireland, Germany and the
Netherlands.

 * Macfarlane Group supplies more than 20,000 customers, principally in the UK
and Europe.

 * In partnership with 1,700 suppliers, Macfarlane Group distributes and
manufactures 600,000+ lines supplying to a wide range of sectors, including:
retail e-commerce; consumer goods; food; logistics; mail order; electronics;
defence; medical; automotive; and aerospace.

Interim Results - Management Report

Macfarlane Group's trading activities comprise Packaging Distribution and
Manufacturing Operations.

Macfarlane's Packaging Distribution business is the UK's leading specialist
distributor of protective packaging materials, with a growing presence in
Europe.  Macfarlane operates a stock and serve supply model in the UK,
Ireland, the Netherlands, and Germany from 27 Regional Distribution Centres
("RDCs") and three satellite sites, supplying industrial and retail customers
with a comprehensive range of protective packaging materials on a local,
regional, and national basis.

Competition in the packaging distribution market is from local and regional
protective packaging specialist companies as well as national/international
distribution generalists who supply a range of products, including protective
packaging materials.  Macfarlane competes effectively on a local basis
through its strong focus on customer service, its breadth and depth of product
offering and through the recruitment and retention of high-quality staff with
good local market knowledge.  On a national and international basis,
Macfarlane has market focus, expertise and a breadth of product and service
knowledge, all of which enable it to compete effectively against
non-specialist packaging distributors.

Packaging Distribution benefits its customers by enabling them to ensure their
products are cost-effectively protected in transit and storage through the
supply of a comprehensive product range, single source stock and serve supply,
just-in-time delivery, tailored stock management programmes, electronic
trading and independent advice on both packaging materials and packing
processes. Through the 'Significant Six' sales approach we reduce our
customers' 'Total Cost of Packaging' and their carbon footprint.  This is
achieved through supplying effective packaging solutions, optimising
warehousing and transportation, reducing damages and returns, and improving
packaging efficiency.

"Significant Six" represents the six key costs in a customer's packing process
being transport, warehousing, administration, damages and returns,
productivity and customer experience.

 

                                       H1 2023   H1 2022
                                       £000      £000
 Revenue                               123,955   123,533
 Cost of sales                         (81,563)  (83,627)

 Gross margin                          42,392    39,906
 Overheads                             (32,954)  (31,022)

 Operating profit before amortisation  9,438     8,884
 Amortisation                          (1,461)   (1,379)

 Operating profit                      7,977     7,505

The main features of Packaging Distribution performance in H1 2023 were:

·   Some weakening of demand from customers in the UK and Ireland.

·   Good organic growth in Europe through our "Follow the Customer"
strategy.

·   Revenue growth of £6.3m achieved from the acquisition of Gottlieb in
April 2023 and PackMann in May 2022.

·   New business in H1 2023 24% higher than H1 2022, with early success
from our new Northern Innovation Lab.

·   Effective management of input prices which has offset the impact of
inflationary increases in operating costs, particularly energy and labour.

·   Increase in operating profit before amortisation of 6%.

·   Improvement in operating profit before amortisation as a percentage of
revenue to 7.6% (H1 2022: 7.2%).

Interim Results - Management Report (continued)

The key areas we will focus on in H2 2023 are to:

·   Accelerate new business momentum through effective use of our leading
sales tools and processes - "Packaging Optimiser" ', Significant Six and our
Innovation Labs.

·   Support our customers to reduce their carbon footprint through offering
more sustainable packaging solutions.

·   Continue to effectively manage input price changes.

·   Achieve benefits from our information technology investments in
Microsoft Dynamics, Slimstock, and Warehouse Management.

·   Introduce improvements to our web-based solutions to provide customers
with access to our full range of products and services more easily.

·   Accelerate the progress we have made in Europe through our "Follow the
Customer" programme and PackMann, acquired in H1 2022.

·   Reduce operating costs through efficiency programmes in sales,
logistics and administration.

·   Plan our second major site consolidation in the East Midlands.

·   Maintain our focus on working capital management to facilitate future
investment and manage effectively the ongoing bad debt risk within the current
economic environment.

·   Supplement organic growth through progressing further high-quality
acquisitions in the UK and Europe.

'   Packaging Optimiser is a Macfarlane developed software tool that measures
the financial and carbon benefits of the Significant Six selling approach.

Manufacturing Operations comprises our Packaging Design and Manufacture
business as well as GWP, acquired in February 2021, and Suttons acquired in
March 2023.

Manufacturing Operations designs, manufactures, assembles, and distributes
bespoke packaging solutions for customers requiring cost-effective methods of
protecting high value products in storage and transit.  The primary raw
materials are corrugate, timber and foam. The businesses operate from five
manufacturing sites, in Grantham, Westbury, Swindon, Salisbury and Chatteris,
supplying both directly to customers and through the national RDC network of
the Packaging Distribution business.

Key market sectors are defence, aerospace, medical equipment, electronics,
automotive, e-commerce retail and household equipment. The markets we serve
are highly fragmented, with a range of locally based competitors.  We
differentiate our market offering through technical expertise, design
capability, industry accreditations and national coverage through the
Packaging Distribution business.

                                       H1 2023  H1 2022
                                       £000     £000
 Revenue                               17,657   15,676
 Cost of sales                         (8,729)  (8,486)

 Gross margin                          8,928    7,190
 Overheads                             (5,527)  (4,690)

 Operating profit before amortisation  3,401    2,500
 Amortisation                          (578)    (401)

 Operating profit                      2,823    2,099

 

Good growth in operating profit of 34% has been achieved, despite slowing
demand in certain industrial sectors, by:

·   A strong contribution from the acquisition of Suttons in February 2023.

·   Effective management of input pricing to offset increasing operating
costs, particularly energy and labour.

 

Interim Results - Management Report (continued)

The priorities for Manufacturing Operations in the second half of 2023 are to:

·   Increase momentum of new business growth in target sectors e.g. medical
and defence.

·   Prioritise new sales activity of our higher added-value bespoke
composite pack product range.

·   Work with our customers to effectively manage material price changes.

·   Continue to strengthen the relationship with our Packaging Distribution
businesses to create both sales and cost synergies.

·   Supplement organic growth through progressing further high-quality
acquisitions in the UK.

Summary and Future Prospects

Macfarlane Group's businesses all have strong market positions with
differentiated product and service offerings.  We have a flexible business
model and we effectively implement our strategic plan, which is reflected in
consistent profit growth and cash generation over a sustained period.

Our future performance continues to depend on our effectiveness in growing
sales and managing input prices, increasing efficiencies and bringing high
quality acquisitions into the Group.  There will continue to be challenges in
2023, with rising costs and weak demand.  However, our strategy and business
model have proved to be resilient and we expect to deliver further growth in
2023 and beyond.

 

 

Interim Results - Management Report (continued)

Risks and Uncertainties

The Group operates a formal framework for the identification and evaluation of
the major business risks faced by each business and determines an appropriate
course of action to manage these risks.

The principal risks and uncertainties which could impact on the performance of
the Group, together with the mitigating actions, were outlined on pages 24 to
28 in our Annual Report and Accounts for 2022 (available on our website at
www.macfarlanegroup.com
(https://url.avanan.click/v2/___http:/www.macfarlanegroup.com___.YXAxZTpzaG9yZWNhcDphOm86MTUyZDg2OWE5ZmZmY2EwZmU5MGY5YWNjMTM4NDljZWU6Njo3NzQ3OmUzMTA0NTQ1YzMwZjE5OGQ4YTViYmE0MjA5MGRkMTA4YmNiZWFhNWFhOTFhNjQ4YzYyODAyYzZkZjU2MjQwNzY6cDpU)
).  These remain the same for the remaining six months of the current
financial year and are summarised below:

·   Due to a range of prolonged geopolitical and economic uncertainties
within the UK and other markets, there is an increased risk that we are
entering into a challenging trading environment. If this materialises, the
length and depth of such an environment is unknown and may adversely affect
our ability to deliver upon agreed strategic initiatives.  We may also need
to adapt our business quickly in order to limit the impact upon the Group's
results, prospects and reputation.

·   Failure to respond to strategic shifts in the market, including the
impact of weaknesses in the economy as well as disruptive behaviour from
competitors and changing customer needs (e.g. the move towards online retail)
could limit the Group's ability to continue to grow revenues.

·   Customers are increasingly focused on the environmental impacts of
packaging, changing their buying behaviours in response to climate and
sustainability concerns.  Some investors are looking to invest in companies
that demonstrate strong ESG credentials.  There is increasing regulatory
focus around reporting disclosures and new requirements, such as the Plastic
Tax introduced from April 2022.  This cost is recharged directly onto our
customers.  If the Group is not proactive and transparent in how it is
responding to environmental changes, this could lead to a loss of employees,
customers and investors.

·   The Group's businesses are impacted by commodity-based raw material
prices and manufacturer energy costs, with profitability sensitive to input
price changes including currency fluctuations.  The principal components are
corrugated paper, polythene films, timber and foam, with changes to paper and
oil prices having a direct impact on the price we pay to our suppliers.

·   The Group's growth strategy has included a number of acquisitions in
recent years. There is a risk that such acquisitions may not be available on
acceptable terms in the future.  It is possible that acquisitions will not be
successful due to the loss of key people or customers following acquisition or
acquired businesses not performing at the level expected.  This could
potentially lead to impairment of the carrying value of the related goodwill
and other intangible assets.  Execution risks around the failure to
successfully integrate acquisitions following conclusion of the earn-out
period also exist.

·   The Group has a property portfolio comprising 1 owned site and 52
leased sites.  This multi-site portfolio gives rise to risks in relation to
ongoing lease costs, dilapidations and fluctuations in value.

·   The increasing frequency and sophistication of cyber-attacks is a risk
which potentially threatens the confidentiality, integrity and availability of
the Group's data and IT systems.  These attacks could also cause reputational
damage and fines in the event of personal data being compromised.

·   The Group needs continuous access to funding to meet its trading
obligations and to support organic growth and acquisitions.  There is a risk
that the Group may be unable to obtain funds and that such funds will only be
available on unfavourable terms.  The Group's borrowing facility comprises a
committed facility of up to £35m (£5m increase from 31 December 2022).
This includes requirements to comply with specified covenants, with a breach
potentially resulting in Group borrowings being subject to more onerous
conditions.

·   The Group's defined benefit pension scheme is sensitive to a number of
key factors including investment returns, the discount rates used to calculate
the scheme's liabilities and mortality assumptions.  Small changes in these
assumptions could cause significant movements in the pension surplus/deficit.

 

Interim Results - Management Report (continued)

Cautionary Statement

This announcement has been prepared solely to provide additional information
to shareholders to assess the Group's strategy and the potential for the
strategy to succeed.  It should not be relied on by any other party or for
any other purpose.

This report and the condensed financial statements contain certain
forward-looking statements relating to operations, performance and financial
status.  By their nature, such statements involve risk and uncertainty
because they relate to events and depend upon circumstances that will occur in
the future.  There are a number of factors, including both economic and
business risk factors that could cause actual results or developments to
differ materially from those expressed or implied by these forward-looking
statements.  These statements are made by the Directors in good faith based
on the information available to them up to the time of their approval of this
report.  Nothing in this Interim Results Statement should be construed as a
profit forecast or an invitation to deal in the securities of the Group.

Responsibility Statement

The Directors of Macfarlane Group PLC during the first six months of 2023 were

A. Gulvanessian
Chair

P.D. Atkinson       Chief Executive

I. Gray                     Finance Director

R. McLellan            Non-Executive Director/Senior Independent
Director

J.W.F. Baird           Non-Executive
Director

L.D. Whyte            Non-Executive Director

 

The Directors confirm that, to the best of their knowledge:-

(i)            the condensed set of financial statements has been
prepared in accordance with IAS 34 Interim Financial Reporting;

(ii)           the interim management report includes a fair review
of the information required by DTR 4.2.7R of the Disclosure 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

(iii)          the interim management report includes a fair review
of the information required by DTR 4.2.8R of the Disclosure 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 of Directors on 24 August 2023 and signed on its behalf
by

 

 

 

…………………………..
………………………

Peter D. Atkinson                            Ivor Gray
Chief Executive                                                Finance Director

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2023

 

                                                                       Six           Six           Year

                                                                       months to     months to     to 31

                                                                       30 June       30 June       December

                                                                       2023          2022          2022

                                                                       £000          £000          £000
                                                                 Note
 Continuing operations
 Revenue                                                         4     141,612       139,209       290,431
 Cost of sales                                                         (90,292)      (92,113)      (192,374)

 Gross profit                                                          51,320        47,096        98,057
 Distribution costs                                                    (5,265)       (5,169)       (10,736)
 Administrative expenses                                               (35,255)      (32,323)      (65,825)

 Operating profit                                                4     10,800        9,604         21,496
 Finance costs                                                   5     (813)         (747)         (1,562)

 Profit before tax                                                     9,987         8,857         19,934
 Tax                                                             6     (2,477)       (1,882)       (4,210)

 Profit for the period from continuing operations

                                                                 4     7,510         6,975         15,724

 Discontinued operations

 Loss for the period from discontinued operations

                                                                       -             (87)          (87)

 Profit for the period                                                 7,510         6,888         15,637

 Earnings per share from continuing operations                   8
   Basic                                                               4.74p         4.41p         9.94p

   Diluted                                                             4.70p         4.36p         9.84p

 Earnings per share from continuing and discontinued operations  8
   Basic                                                               4.74p         4.36p         9.89p

   Diluted                                                             4.70p         4.31p         9.78p

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2023

                                                              Six           Six           Year

                                                              months to     months to     to 31

                                                              30 June       30 June       December

                                                              2023          2022          2022

                                                              £000          £000          £000
 Items that may be reclassified to profit or loss       Note
 Foreign currency translation differences                     (64)          5             45
 Items that will not be reclassified to profit or loss
 Remeasurement of pension scheme liability              11    1,700         (825)         (82)
 Tax recognised in other comprehensive income
 Tax on remeasurement of pension scheme liability       12    (425)         206           21

 Other comprehensive income for the period, net of tax

                                                              1,211         (614)         (16)
 Profit for the period                                        7,510         6,888         15,637

 Total comprehensive income for the period                    8,721         6,274         15,621

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2023

                               Note              Share     Share     Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      £000         £000     £000         £000       £000
 At 1 January 2023                               39,584    13,573    70           (7)      216          52,584     106,020

 Comprehensive income
 Profit for the period                           -         -         -            -        -            7,510      7,510
 Foreign currency

   translation differences                       -         -         -            -        (64)         -          (64)
 Remeasurement of

   pension scheme liability    11                -         -         -            -        -            1,700      1,700
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -        -            (425)      (425)

 Total comprehensive income                      -         -         -            -        (64)         8,785      8,721

 Transactions with shareholders
 Dividends                     7                 -         -         -            -        -            (3,990)    (3,990)
 Share-based payments                            -         -         -            -        -            254        254

 Total transactions with

   shareholders                                  -         -         -            -        -            (3,736)    (3,736)

 At 30 June 2023                                 39,584    13,573    70           (7)      152          57,633     111,005

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2022

 

                               Note              Share     Share     Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      £000         £000     £000         £000       £000
 At 1 January 2022                               39,453    13,148    70           -        171          42,052     94,894

 Comprehensive income
 Profit for the period                           -         -         -            -        -            6,888      6,888
 Foreign currency

   translation differences                       -         -         -            -        5            -          5
 Remeasurement of

   pension scheme liability    11                -         -         -            -        -            (825)      (825)
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -        -            206        206

 Total comprehensive income                      -         -         -            -        5            6,269      6,274

 Transactions with shareholders
 Dividends                     7                 -         -         -            -        -            (3,677)    (3,677)
 New shares issued                               131       425       -            (7)      -            (549)      -
 Share-based payments                            -         -         -            -        -            337        337

 Total transactions with

   Shareholders                                  131       425       -            (7)      -            (3,889)    (3,340)

 At 30 June 2022                                 39,584    13,573    70           (7)      176          44,432     97,828

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2022

                               Note              Share     Share     Revaluation  Own      Translation  Retained

                                                 Capital   Premium   Reserve      Shares   Reserve      Earnings   Total

                                                 £000      £000      £000         £000     £000         £000       £000
 At 1 January 2022                               39,453    13,148    70           -        171          42,052     94,894

 Comprehensive income
 Profit for the period                           -         -         -            -        -            15,637     15,637
 Foreign currency

   translation differences                       -         -         -            -        45           -          45
 Remeasurement of

   pension scheme liability    11                -         -         -            -        -            (82)       (82)
 Tax on remeasurement of

   pension scheme liability    12                -         -         -            -        -            21         21

 Total comprehensive income                      -         -         -            -        45           15,576     15,621

 Transactions with shareholders
 Dividends                     7                 -         -         -            -        -            (5,102)    (5,102)
 New shares issued                               131       425       -            (7)      -            (549)      -
 Share-based payments                            -         -         -            -        -            607        607

 Total transactions with

   shareholders                                  131       425       -            (7)      -            (5,044)    (4,495)

 At 31 December 2022                             39,584    13,573    70           (7)      216          52,584     106,020

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AT 30 JUNE 2023

                                             30 June      30 June      31 December

                                             2023         2022         2022
                                       Note  £000         £000         £000
 Non-current assets
 Goodwill and other intangible assets        86,531       79,447       75,685
 Property, plant and equipment               9,076        7,591        7,863
 Right of use assets                         35,287       33,807       33,938
 Trade and other receivables                 35           35           38
 Deferred tax assets                   12    106          19           105
 Retirement benefit surplus            11    12,771       8,847        10,199

 Total non-current assets                    143,806      129,746      127,828

 Current assets
 Inventories                                 19,929       25,150       22,608
 Trade and other receivables                 54,878       60,833       59,347
 Current tax asset                           540          -            675
 Cash and cash equivalents             10    5,863        6,804        5,706

 Total current assets                        81,210       92,787       88,336

 Total assets                          4     225,016      222,533      216,164

 Current liabilities
 Trade and other payables                    53,176       61,184       54,577
 Provisions                                  723          1,370        1,769
 Current tax liabilities                     1,024        524          304
 Lease liabilities                     10    7,042        6,139        6,641
 Bank borrowings                       10    9,190        16,473       9,143

 Total current liabilities                   71,155       85,690       72,434

 Net current assets                          10,055       7,097        15,902

 Non-current liabilities
 Deferred tax liabilities              12    10,517       8,241        8,222
 Trade and other payables                    1,576        908          -
 Provisions                                  1,583        1,848        1,560
 Lease liabilities                     10    29,180       28,018       27,928

 Total non-current liabilities               42,856       39,015       37,710

 Total liabilities                           114,011      124,705      110,144

 Net assets                            4     111,005      97,828       106,020

 Equity
 Share capital                               39,584       39,584       39,584
 Share premium                               13,573       13,573       13,573
 Revaluation reserve                         70           70           70
 Own shares                                  (7)          (7)          (7)
 Translation reserve                         152          176          216
 Retained earnings                           57,633       44,432       52,584

 Total equity                                111,005      97,828       106,020

 

 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)
FOR THE SIX MONTHS ENDED 30 JUNE 2023
                                                                                        Six           Six   months to        Year

                                                                                        months to     30 June                to 31

                                                                                        30 June                              December
                                                                                        2023          2022                   2022

                                                           Note                         £000          £000                   £000
 Profit/(loss) before tax from:
 Continuing operations                                                                  9,987         8,857                  19,934
 Discontinued operations                                                                -             (87)                   (87)

 Total operations                                                                       9,987         8,770                  19,847
 Adjustments for:
    Amortisation of intangible assets                                                   2,039         1,780                  3,577
    Depreciation of property, plant, equipment                                          814           693                    1,498
    Depreciation of right-of-use assets                                                 3,843         3,768                  7,542
    (Gain)/loss on disposal of property,plant,equipment                                 (4)           132                    71
    Loss on disposal of subsidiaries                                                    -             87                     87
    Share-based payment expense                                                         254           337                    607
    Finance costs                                                                       813           747                    1,562

 Operating cash flows before movements in working capital

                                                                                        17,746        16,314                 34,791
    Decrease/(increase) in inventories                                                  3,253         (1,517)                1,025
    Decrease/(increase) in receivables                                                  5,994         (586)                  285
    Decrease in payables                                                                (1,793)       (2,923)                (9,027)
    Decrease in provisions                                                              (1,023)       (360)                  (249)
    Pension contributions less current service costs                                    (625)         (1,322)                (1,838)

 Cash generated from operations                                                         23,552        9,606                  24,987
    Income taxes paid                                                                   (2,192)       (2,322)                (5,251)
    Interest paid                                                                       (1,060)       (830)                  (1,738)

 Net cash inflow from operating activities                                              20,300        6,454                  17,998

 Investing activities
 Acquisitions                                              9                            (11,370)      (9,268)                (8,655)
 Proceeds from sales of subsidiaries                                                    -             166                    166
 Proceeds on disposal of property, plant and equipment                                  60            92                     181
 Purchases of property, plant and equipment                                             (1,366)       (2,271)                (3,285)

 Net cash flows from investing activities                                               (12,676)      (11,281)               (11,593)

 Financing activities
 Dividends paid                                            7                            (3,990)       (3,677)                (5,102)
 Drawdown of bank borrowings                                                            (316)         5,957                  (865)
 Repayment of lease obligations                            10                           (3,524)       (3,640)                (7,215)

 Net cash flows from financing activities                                               (7,830)       (1,360)                (13,182)

 Net decrease in cash and cash equivalents                                              (206)         (6,187)                (6,777)

 Cash and cash equivalents at beginning of period                                       5,346         12,123                 12,123

 Cash and cash equivalents at end of period                                             5,140         5,936                  5,346

 

 MACFARLANE GROUP PLC

 SIX MONTHS ENDED 30 JUNE 2023

 NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 Reconciliation to condensed consolidated cash flow statement
                                                        Six months to 30 June 2023    Six months to 30 June 2022    Year to 31 December 2022

                                                        £000                          £000                          £000

                                                        5,863                         6,804                         5,706

 Cash and cash equivalents per the balance sheet   10
 Bank overdraft                                         (723)                         (868)                         (360)

 Balances per the cash flow statement                   5,140                         5,936                         5,346

 

1.         Basis of preparation

Macfarlane Group PLC is a public company listed on the London Stock Exchange,
incorporated and domiciled in the United Kingdom and registered in Scotland.

The Group's annual financial statements for the year ended 31 December 2022
were prepared in accordance with United Kingdom adopted international
accounting standards.  This condensed set of interim financial statements has
been prepared in accordance with United Kingdom adopted International
Financial Reporting Standard IAS 34 Interim Financial Reporting.

This condensed set of interim financial statements has been prepared applying
the accounting policies that were applied in the preparation of the company's
published consolidated financial statements for the year ended 31 December
2022.  There were no major changes from the adoption of new IFRS's in 2023.

Critical judgements and key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported for assets and liabilities as
at the balance sheet date and the amounts reported for revenues and expenses
during the period.  Due to the nature of estimation, the actual outcomes may
well differ from these estimates.

Critical judgements

The directors have assessed the impact of climate change and consider that
this does not have a significant impact on these financial statements.

Property provisions of £2.3m have been recognised as at 30 June 2023 (31
December 2022: £3.3m), representing the directors' best estimate of
dilapidations on property leases.  The directors have made the judgement that
no provision is required for certain property leases where there is no
intention to exit, having considered a number of factors including the extent
of modifications to the property, the terms of the lease agreement, and the
condition of the property.

No other significant critical judgements have been made in the current or
prior year.

Key sources of estimation uncertainty

The key sources of estimation uncertainty that have a significant effect on
the carrying amounts of assets and liabilities are discussed below:

·   The determination of any defined benefit pension scheme asset or
liability is based on assumptions determined with independent actuarial
advice. The key assumptions used include discount rate and inflation rate
assumptions, for which a sensitivity analysis is provided in note 11.  The
Directors consider that those sensitivities represent reasonable sensitivities
which could occur in the next financial period.

·   The provision held against trade receivables considers an expected
credit loss model and related estimates of recoverable amounts.  Whilst every
attempt is made to ensure that the provision held against doubtful trade
receivables is as accurate as possible, there remains a risk that the
provision may not match the level of debt which ultimately proves
uncollectable.

 

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

1.         Basis of preparation

Business activities, risks and financing

The Group's business activities, together with the factors likely to affect
its future development, performance and financial position, are set out in the
Interim Management Report.

The Group's principal financial risks in the medium term relate to liquidity
and credit risk.  Liquidity risk is managed by ensuring that the Group's
day-to-day working capital requirements are met by having access to committed
banking facilities with suitable terms and conditions to accommodate the
requirements of the Group's operations.  Credit risk is managed by applying
considerable rigour in managing the Group's trade receivables. Although the
current economic climate indicates an increased level of risk, the Directors
believe that the Group is adequately placed to manage its financial risks
effectively.

The Group's banking arrangement with Bank of Scotland PLC comprises a
committed facility of £35m, expiring in December 2025, secured over the
assets of Macfarlane Group UK Limited, GWP Group Limited and GWP Holdings
Limited subsidiaries of Macfarlane Group PLC and bearing interest at
commercial rates.  The facility has financial covenants for interest cover
and trade receivables headroom.

The Directors have reviewed the Group's cash and profit projections, which
they believe are based on prudent market data and past experience taking
account of reasonably possible changes in trading performance given current
market and economic conditions. The Directors are of the opinion that these
projections show that the Group should be able to operate within its current
facilities and comply with its banking covenants.

In assessing the going concern basis, the Directors have considered the
Group's business activities, the financial position of the Group and the
Group's risks and uncertainties.  The Directors have a reasonable expectation
that the Company and the Group have adequate resources to continue in
operational existence for the foreseeable future, a period of not less than 12
months from the date of this report.  For this reason, this condensed set of
financial statements has been prepared on the going concern basis.

Approval and review of condensed financial statements

These condensed financial statements were approved by the Board of Directors
on 24 August 2023.  As in previous years, the set of condensed financial
statements for the half-year is unaudited.

2.         Alternative performance measure

In addition to the various performance measures defined under IFRS the Group
reports operating profit before amortisation as a measure to assist in
understanding the underlying performance of the Group and its businesses when
compared to similar companies.  Operating profit before amortisation is not
defined under IFRS and, as a result, does not comply with Generally Accepted
Accounting Practice ("GAAP") and is therefore known as an alternative
performance measure.  Accordingly, this measure, which is not designed to be
a substitute for any of the IFRS measures of performance, may not be directly
comparable with other companies' alternative performance measures.  Operating
profit before amortisation is defined as operating profit before customer
relationships and brand values amortisation reconciled in the table below.

                                                   Six months   Six months   Year to 31

                                                   to 30 June   to 30 June   December

                                                   2023         2022         2022

 Continuing operations                             £000         £000         £000
 Operating profit before amortisation              12,839       11,384       25,073
 Customer relationships/brand values amortisation  (2,039)      (1,780)      (3,577)

 Operating profit                                  10,800       9,604        21,496

 

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

3.         General information

Comparative figures for the year ended 31 December 2022 are extracted from
Macfarlane Group's statutory accounts for 2022.  The information for the year
ended 31 December 2022 does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006.  A copy of the statutory accounts for
that year has been reported on by the Company's auditor and delivered to the
Registrar of Companies.  The report of the auditor on 23 February 2023 was
(i) unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report, and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.

4.         Segmental information

The Group's principal business segment is Packaging Distribution, comprising
the distribution of packaging materials and supply of storage services in the
UK, Ireland and Europe.  Other operations for the design, manufacture and
assembly of timber, corrugated and foam-based packaging materials in the UK
comprise one segment headed Manufacturing Operations.

                                                      Six months   Six months   Year to 31

                                                      to 30 June   to 30 June   December

                                                      2023         2022         2022

                                                      £000         £000         £000
 Group segment - total revenue
 Packaging Distribution                               123,955      123,533      259,651
 Manufacturing Operations                             20,194       17,739       35,045
 Inter-segment revenue                                (2,537)      (2,063)      (4,265)

 Revenue                                              141,612      139,209      290,431

 Trading results - continuing operations
 Packaging Distribution
 Total and external revenue                           123,955      123,533      259,651
 Cost of sales                                        (81,563)     (83,627)     (176,193)

 Gross profit                                         42,392       39,906       83,458
 Net operating expenses                               (32,954)     (31,022)     (63,590)

 Operating profit before amortisation                 9,438        8,884        19,868
 Amortisation                                         (1,461)      (1,379)      (2,774)

 Operating profit                                     7,977        7,505        17,094

 Manufacturing Operations
 Total revenue                                        20,194       17,739       35,045
 Inter-segment revenue                                (2,537)      (2,063)      (4,265)

 External revenue                                     17,657       15,676       30,780
 Cost of sales                                        (8,729)      (8,486)      (16,181)

 Gross profit                                         8,928        7,190        14,599
 Net operating expenses                               (5,527)      (4,690)      (9,394)

 Operating profit before amortisation and impairment  3,401        2,500        5,205
 Amortisation                                         (578)        (401)        (803)

 Operating profit                                     2,823        2,099        4,402

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

4.         Segmental information (continued)

                                                                                      Six months   Six months   Year to 31

                                                                                      to 30 June   to 30 June   December

                                                                                      2023         2022         2022

                                                                                      £000         £000         £000
 Operating profit - continuing operations
 Packaging Distribution                                                               7,977        7,505        17,094
 Manufacturing Operations                                                             2,823        2,099        4,402

 Operating profit                                                                     10,800       9,604        21,496
 Finance costs                     (note 5)                                           (813)        (747)        (1,562)

 Profit before tax                                                                    9,987        8,857        19,934
 Tax                                                                                  (2,477)7,    (1,882)      (4,210)
 (note 6)

 Profit for the period from continuing operations                                     7,510        6,975        15,724
 Loss for the period from discontinued operations                                     -            (87)         (87)

 Profit for the period                                                                7,510        6,888        15,637

 

                                     30 June                                          30 June      31 December

                                     2023                                             2022         2022

                                     £000                                             £000         £000
 Total assets
 Packaging Distribution              183,439                                          192,221      188,866
 Manufacturing Operations            41,577                                           30,312       27,298

 Total assets                        225,016                                          222,533      216,164

 Net assets
 Packaging Distribution              81,094                                           77,718       85,929
 Manufacturing Operations            29,911                                           20,110       20,091

 Net assets                          111,005                                          97,828       106,020

 5.         Finance costs                                                Six months   Six months   Year to 31

                                                                         to 30 June   to 30 June   December

                                                                         2023         2022         2022

                                                                         £000         £000         £000

 Interest on bank borrowings                                             399          279          616
 Interest on leases                                                      661          551          1,122
 Finance income relating to defined benefit pension scheme (note 11)     (247)        (83)         (176)

 Total finance costs from continuing operations                          813          747          1,562

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 6.         Tax                                                                                                            Six months   Six months   Year to 31

                                                                                                                           to 30 June   to 30 June   December

                                                                                                                           2023         2022         2022

                                                                                                                           £000         £000         £000
 Current tax
    UK corporation tax                                                                                                     2,376        1,786        3,680
    Foreign tax                                                                                                            291          113          253
    Prior year adjustments                                                                                                 24           (21)         (21)

 Total current tax                                                                                                         2,691        1,878        3,912

 Deferred tax      current year                                                                                            (214)        4            207
                                 prior year                                                                                -            -            91
 adjustments

 Total deferred                                                                                                            (214)        4            298
 tax
 (note 12)

 Total tax                                                                                                                 2,477        1,882        4,210

Tax for the six months ended 30 June 2023 has been charged at 23.50% (2022 -
19.00%) representing the best estimate of the effective tax charge for the
full year.  Deferred tax assets and liabilities at 30 June 2023 have been
calculated based on the long-term corporation tax rate of 25%, which had been
substantively enacted at that date.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 7.         Dividends                                                                                 Six months                          Six months   Year to 31

                                                                                                      to 30 June                          to 30 June   December

                                                                                                      2023                                2022         2022

                                                                                                      £000                                £000         £000
 Amounts recognised as distributions to equity holders in the period
 Final dividend                    2.52p per share (2022:                                             3,990                               3,677        3,677
 2.33 per share)
 Interim                                                                                              -                                   -            1,425
 dividend
 (2022: 0.90p per share)

 Distributions in the period                                                                          3,990                               3,677        5,102

An interim dividend of 0.94p per share, payable on 12 October 2023, was
declared on 24 August 2023 and has therefore not been included as a liability
in these condensed financial statements.

 8.         Earnings per share                                           Six months   Six months   Year to 31

                                                                         to 30 June   to 30 June   December

                                                                         2023         2022         2022

 Earnings                                                                £000         £000         £000
 Profit for the period from continuing operations                        7,510        6,975        15,724

 Loss for the period from discontinued operations                        -            (87)         (87)

 Profit for the period from continuing and discontinued operations       7,510        6,888        15,637

                                                                         30 June      30 June      31 December 2022

 Number of shares '000                                                   2023         2022
 Weighted average number of shares in issue for the

 purposes of basic earnings per share                                    158,337      157,987      158,162
 Effect of Long-Term Incentive Plan awards in issue                      1,574        1,834        1,661

 Weighted average number of shares in issue for the

 purposes of diluted earnings per share                                  159,911      159,821      159,823

 Basic earnings per share from continuing operations                     4.74p        4.41p        9.94p

 Diluted earnings per share from continuing operations                   4.70p        4.36p        9.84p

 Basic earnings per share from discontinued operations                   -p           (0.06)p      (0.06)p

 Diluted earnings per share from discontinued operations                 -p           (0.05)p      (0.05)p

 Basic earnings per share from continuing and discontinued operations

                                                                         4.74p        4.36p        9.89p

 Diluted earnings per share from continuing and discontinued operations

                                                                         4.70p        4.31p        9.78p

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 
9.         Acquisitions

On 3 March 2023, Macfarlane Group UK Limited ("MGUK") acquired 100% of A.E.
Sutton Limited, for a total consideration of £13.5m and inherited net
cash/bank balances of £5.3m.  Contingent consideration of £2.5m is payable
in the second quarters of 2024 and 2025, subject to certain trading targets
being met in the two twelve-month periods ending on 29 February 2024 and 28
February 2025 respectively.

On 28 April 2023, MGUK acquired 100% of A & G Holdings Limited, the parent
company of Gottlieb Packaging Materials Limited, for a total consideration of
£4.2m and inherited net cash/bank balances  of £0.9m.  Contingent
consideration of £0.8m is payable in the second quarters of 2024 and 2025,
subject to certain trading targets being met in the two twelve-month periods
ending on 30 April 2024 and 2025 respectively.

£2.1m was paid in 2023 to the sellers of GWP Holdings Limited, acquired in
2021, as the profit target was met for the twelve-month period ending 28
February 2023.  £0.8m was held back subject to conclusion of an outstanding
warranty claim.

£0.8m was paid in 2023 to the sellers of Carters (Cornwall) Limited, acquired
in 2021, as the profit target was met for the twelve-month period ending 31
March 2023.

Contingent considerations are recognised as a liability in trade and other
payables and are remeasured to fair value of £3.8m at the balance sheet date
based on a range of outcomes between £Nil and £5.6m.  Trading in the
post-acquisition period supports the remeasured value of £3.8m.

Fair values assigned to net assets acquired and consideration paid and payable
are set out below:-

                                                                                                                                                                 Six months

                                                                                                                                                                 to 30 June

                                                                                                                                                                 2023

 Net assets acquired                                                                                                                                             £000
 Other intangible assets                                                                                                                                         7,838
 Property, plant and equipment                                                                                                                                   2,241
 Inventories                                                                                                                                                     574
 Trade and other receivables                                                                                                                                     1,522
 Cash and bank balances                                                                                                                                          6,194
 Trade and other payables                                                                                                                                        (1,817)
 Current tax liabilities                                                                                                                                         (361)
 Lease liabilities                                                                                                                                               (1,521)
 Deferred tax liabilities                                                                                                                                        (2,083)

 Net assets acquired                                                                                                                                             12,587
 Goodwill                                                                                                                                                        5,047

 Total consideration                                                                                                                                             17,634
 Contingent consideration on acquisitions      Current year                                                                                                      (2,985)
                                                                                                                                                                 2,915
 Prior years

 Total cash consideration                                                                                                                                        17,564

 Net cash outflow arising on acquisition
 Cash consideration                                                                                                                                              (17,564)
 Cash and bank borrowings acquired                                                                                                                               6,194

 Net cash outflow                                                                                                                                                (11,370)

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

 10.       Analysis of changes in net debt
                                                     Cash and

                                                     cash          Bank        Lease         Total

                                                     equivalents   borrowing   liabilities   debt

                                                     £000          £000        £000          £000
 Total debt
 At 1 January 2022                                   12,315        (9,840)     (34,942)      (32,467)
 Non-cash movements
           Acquisitions                              -             -           (739)         (739)

           Disposals                                 -             -           163           163
           New leases                                -             -           (1,743)       (1,743)

           Exchange movements                        -             -           (4)           (4)

           Lease modifications                       -             -           (532)         (532)
 Cash movements                                      (5,511)       (6,633)     3,640         (8,504)

 At 30 June 2022                                     6,804         (16,473)    (34,157)      (43,826)
 Non-cash movements
                 Acquisitions                        -             -           (895)         (895)
                 Disposals                           -             -           74            74
                 New leases                          -             -           (2,803)       (2,803)
                 Exchange movements                  -             -           4             4
                 Lease modifications                 -             -           (367)         (367)
 Cash movements                                      (1,098)       7,330       3,575         9,807

 At 31 December 2022                                 5,706         (9,143)     (34,569)      (38,006)
 Non-cash movements
           Acquisitions                              -             -           (1,521)       (1,521)
           Disposals                                 -             -           52            52
           New leases                                -             -           (634)         (634)

           Exchange movements                        -             -           57            57

           Lease modifications                       -             -           (3,131)       (3,131)
 Cash movements                                      157           (47)        3,524         3,634

 At 30 June 2023                                     5,863         (9,190)     (36,222)      (39,549)

 

 Total cash movements for 2022  (6,609)  697  7,215  1,303

 

 Net bank debt                             Net bank

                                           debt

                                           £000

 At 30 June 2023      5,863  (9,190)       (3,327)

 At 31 December 2022  5,706  (9,143)       (3,437)

 

Cash and cash equivalents (which are presented as a single class of asset on
the balance sheet) comprise cash at bank and other short-term highly liquid
investments with maturity of three months or less.

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

11.       Retirement benefit obligations

The figures below have been prepared by Aon based on the results of the
triennial actuarial valuation as at 1 May 2020 updated to 30 June 2022, 31
December 2022 and 30 June 2023.  The scheme investments and the scheme's net
surplus position as calculated under IAS 19 are as follows:

                                       30 June   30 June   31 December

 Investment class                      2023      2022      2022

                                       £000      £000      £000
 Equities
 UK equity funds                       6,005     7,304     6,616
 Overseas equity funds                 15,608    13,234    13,671
 Multi-asset diversified growth funds  12,259    27,061    12,674
 Bonds
 Multi asset credit fund               1,024     -         -
 Liability-driven Investment funds     20,956    14,314    23,352
 Other investments
 European loan fund                    7,024     6,332     6,546
 Secured property income fund          5,638     7,293     5,670
 Cash                                  736       1,010     1,957

 Fair value of Scheme investments      69,250    76,548    70,486
 Present value of Scheme liabilities   (56,479)  (67,701)  (60,287)

 Pension scheme surplus                12,771    8,847     10,199

These amounts were calculated using the following principal assumptions as
required under IAS 19:

 Assumptions                                                                                                                     30 June 2023                             30 June 2022          31 December 2022
 Discount rate                                                                                                                   5.30%                                    3.80%                 4.80%
 Rate of increase in pensionable salaries                                                                                        0.00%                                    0.00%                 0.00%
 Rate of increase in pensions in payment                                                                                         3% or 5%                                 3% or 5%              3% or 5%

                                                                                                                                 for fixed increases                      for fixed increases   for fixed increases

                                                                                                                                 or 3.17% for LPI                         or 3.22% for LPI      or 3.17% for LPI
 PIE take up rate                                                                                                                65%                                      65%                   65%
 Inflation assumption (RPI)                                                                                                      3.40%                                    3.30%                 3.40%
 Inflation assumption (CPI)                                                                                                      2.80%                                    2.80%                 2.80%
 Life expectancy beyond normal retirement age of 65
 Scheme member aged 55                                                                                                                                                    22.9 years            22.6 years
 Male                      22.6 years
                                                                                                                                                                          24.5 years            24.2 years
       Female                 24.3 years
 Scheme member aged 65            Male                                                                                           22.1 years                               22.3 years            22.0 years
                                                                                                                                 23.5 years                               23.7 years            23.4 years
 Female
 Average uplift for GMP service                                                                                                  0.40%                                    0.40%                 0.40%

 

                                                              Six months   Six months   Year to 31 December

                                                              to 30 June   to 30 June   2022

                                                              2023         2022         £000

                                                              £000         £000
 Movement in scheme surplus in the period
 At start of period                                           10,199       8,267        8,267
 Current service cost                                         -            (24)         (42)
 Employer contributions                                       625          1,346        1,991
 Past service costs (curtailed due to closure of the scheme)  -            -            (111)
 Net finance income                                           247          83           176
 Re-measurement of pension scheme liability in the period     1,700        (825)        (82)

 At end of period                                             12,771       8,847        10,199

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

11.       Retirement benefit obligations (continued)

Sensitivity to key assumptions

Key assumptions used for IAS 19 are discount rate, inflation and mortality.
If different assumptions were used, then this could have a material effect on
the surplus.  Assuming all other assumptions are held static then a movement
in the following key assumptions would affect the level of the surplus as
shown below:-

                                                30 June  30 June  31 December

 Assumptions                                    2023     2022     2022

                                                £000     £000     £000

 Discount rate movement of +3.0%                20,327   32,495   21,698
 Inflation rate movement of +0.25%              (541)    (848)    (577)
 Mortality movement of +0.1 year in age rating  127      203      136

Positive figures reflect a reduction in scheme liabilities and therefore an
increase in the scheme surplus.

                                                                 Six months   Six months   Year to 31

                                                                 to 30 June   to 30 June   December

                                                                 2023         2022         2022

                                                                 £000         £000         £000
 Movement in fair value of Scheme investments
 Scheme investments at start of period                           70,486       100,423      100,423
 Interest income                                                 1,645        947          1,886
 Return on scheme assets (exc. amount shown in interest income)  (1,800)       (23,758)    (29,475)
 Contributions from sponsoring companies                         625          1,346        1,991
 Contribution from scheme members                                -            4            9
 Benefits paid                                                   (1,706)      (2,414)      (4,348)

 Scheme investments at end of period                             69,250       76,548       70,486

 Movement in present value of Scheme liabilities
 Scheme liabilities at start of period                           (60,287)     (92,156)     (92,156)
 Normal service costs                                            -            (24)         (42)
 Past service costs (curtailed due to closure of the scheme)     -            -            (111)
 Interest cost                                                   (1,398)      (864)        (1,710)
 Contribution from scheme members                                -            (4)          (9)
 Actuarial gain due to the changes in financial and experience   3,500        22,933       29,393
 Benefits paid                                                   1,706        2,414        4,348

 Scheme liabilities at end of period                             (56,479)     (67,701)     (60,287)

Basis of recognition of surplus

Macfarlane Group PLC, based on legal opinion provided, has an unconditional
right to a refund of surplus assets assuming the full settlement of plan
liabilities in the event of a wind up of the Macfarlane Group PLC Pension
& Life Assurance Scheme (1974) (the 'Scheme').  Furthermore, in the
ordinary course of business the trustees have no rights to unilaterally wind
up the Scheme, or otherwise augment the benefits due to members of the
Scheme.  Based on these rights, any net surplus in the Scheme is recognised
in full.

Investments

The Trustees review the Scheme investments regularly and consult with the
Company regarding any changes.

Funding

Following the completion of the triennial actuarial valuation at 1 May 2020,
Macfarlane Group PLC is paying deficit reduction contributions of £1.25m per
annum with a deficit recovery period of 4 years.  The Group paid a further
£0.7m into the Scheme in H1 2022 to satisfy the debt agreed with the trustees
in relation to the cessation of Macfarlane Labels Limited as a sponsoring
employer.

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 12.       Deferred tax                         Tax losses less

                                                accelerated capital allowances   Other intangible assets   Retirement

                                                £000                             £000                      Benefit

                                                                                                           Obligations   Total

                                                                                                           £000          £000

 At 1 January 2022                              (319)                            (5,065)                   (2,069)       (7,453)
 Acquisitions                                   -                                (971)                     -             (971)
 Credited/(charged) in income statement
       Current period                           4                                341                       (349)         (4)
 Charged in other comprehensive income          -                                -                         206           206

 At 30 June 2022                                (315)                            (5,695)                   (2,212)       (8,222)
 Acquisitions                                   -                                584                       -             584
 (Charged)/credited in income statement
       Current period                           (488)                            348                       (154)         (294)
 Charged in other comprehensive income          -                                -                         (185)         (185)

 At 1 January 2023                              (803)                            (4,763)                   (2,551)       (8,117)
 Acquisitions                                   (124)                            (1,959)                   -             (2,083)
 Credited/(charged) in income statement
                 Current period                 (31)                             462                       (217)         214
 Credited in other comprehensive income         -                                -                         (425)         (425)

 At 30 June 2023                                (958)                            (6,260)                   (3,193)       10,411

 Deferred tax assets                            106                              -                         -             106
 Deferred tax liabilities                       (1,064)                          (6,260)                   (3,193)       (10,517)

 At 30 June 2023                                (958)                            (6,260)                   (3,193)       (10,411)

13.          Related party transactions

Related party transactions for 2022 are disclosed in note 27 of the 2022
Annual Report.  The directors are satisfied that, other than the changes in
the Retirement Benefit Obligations disclosed in note 11 above, there have been
no changes which could have a material effect on the financial position of the
Group in the first six months of the financial year.

Transactions between the Company and its subsidiaries have been eliminated on
consolidation and are not disclosed.

Details of individual and collective remuneration of the Company's Directors
and dividends received by the Directors for calendar year 2023 will be
disclosed in the Group's 2023 Annual Report.  Peter Atkinson and Ivor Gray
hold option awards over 1,468,294 and 658,910 ordinary shares respectively
under the Macfarlane Group PLC Long Term Incentive Plan awarded in 2020, 2021,
2022 and 2023.

There are no other related party transactions during the six-month period
which require disclosure.

 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2023

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

14.          Post balance sheet events

There are no post balance sheet events requiring disclosure.

15.          Interim Report

The interim report will be posted to shareholders on 11 September 2023.
Copies will be available from the registered office, 3 Park Gardens, Glasgow
G3 7YE and available on the Company's website, www.macfarlanegroup.com
(https://url.avanan.click/v2/___http:/www.macfarlanegroup.com___.YXAxZTpzaG9yZWNhcDphOm86MTUyZDg2OWE5ZmZmY2EwZmU5MGY5YWNjMTM4NDljZWU6Njo3NzQ3OmUzMTA0NTQ1YzMwZjE5OGQ4YTViYmE0MjA5MGRkMTA4YmNiZWFhNWFhOTFhNjQ4YzYyODAyYzZkZjU2MjQwNzY6cDpU)
, from that date.

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.   END  IR BUGDILXDDGXX

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