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REG - Marks Electrical Grp - FY23 Results

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RNS Number : 6254C  Marks Electrical Group plc  14 June 2023

 

Marks Electrical Group plc

Unaudited preliminary results for the year ended 31 March 2023

Continued revenue growth, robust profitability and positive trading outlook

 

Marks Electrical Group plc ("Marks Electrical", "the Company" or "the Group"),
a fast-growing online electrical retailer, today announces its unaudited
preliminary results for the year ended 31 March 2023 ("the year" or "FY23").

Financial highlights

•            Record full-year revenue of £97.8m (FY22 £80.5m)
representing a growth rate of 21.5%

•            Maintained market-leading profitability despite external
cost headwinds, resulting in a full year adjusted EBITDA(1) of £7.5m (FY22
£7.2m) at 7.7% margin and a statutory profit before tax of £6.4m (FY22
£3.8m)

•            Free cash flow of £7.1m (FY22 £5.7m), representing a
free cash flow margin of 7.3% (FY22 7.1%)

•            Adjusted EPS of 4.82p(2) (FY22 5.01p), statutory EPS of
4.91p (FY22 3.22p)

•            Robust, debt-free balance sheet with closing net cash(3)
position of £10.0m (FY22 £3.9m), supporting a proposed final dividend of
0.66p per share and resulting in a total FY23 dividend payout of 0.96p (FY22:
0.67p) reflecting the Group's strong cash position and confidence in its
outlook

•            The final dividend will be paid (subject to shareholder
approval at the AGM) on 17 August 2023 to shareholders who are on the register
at the close of business on 14 July 2023, and shares will be marked
ex-dividend on 13 July 2023

 

Operational highlights

•            Growth in Major Domestic Appliances ("MDA") market share
from 2.0% in FY22 to 2.5% in FY23, with our share in the online segment of the
market growing from 3.5% to 4.7%(4)

•            Growth in Consumer Electronics ("CE") market share from
0.2% in FY22 to 0.3% in FY23, with our share in the online segment of the
market growing from 0.4% to 0.6%(5)

•            Strong performance driven across all categories but
particularly in A-rated energy efficient washing machines and tumble dryers,
premium range cookers and small appliances, including air fryers and coffee
machines

•            Further focus on brand awareness initiatives across key
locations, using social media, television, radio and out-of-home advertising
drove an improvement in brand awareness in England from 7.0% in May 2022 to
15.0%(6) in May 2023

•            Continued rapid growth in newly formed integrated, gas,
electric and television installation services that are now offered on a
next-day basis to over 65% of the UK population

•            Maintained industry-leading Trustpilot rating of 4.8,
demonstrating the strength of our customer proposition

 

Current trading and outlook

•             Strong trading momentum in the first two months of FY24,
with revenue growth exceeding 30% year-on-year

•             Disciplined approach to margin management, capital
allocation and cash conversion demonstrated in FY23, provides the Group with
solid foundations to deliver our financial targets and strategic objectives in
the year ahead, benefitting from our enhanced scale and operating leverage

 

Mark Smithson Chief Executive Officer, commented:

"We delivered another strong performance over the year, with revenue growth of
21.5%, which was particularly pleasing when compared to a prior year
comparative of 44% and a difficult economic backdrop in which both the Major
Domestic Appliances and Consumer Electronics markets have declined
year-on-year.

The market share gain we've achieved in the online MDA market from 3.5% to
4.7% has been driven by the strength of our high-quality business model, our
people and the attractiveness of our market-leading customer offering. More
customers are discovering Marks Electrical and our focus on stocking the right
products, at the right price, with the fastest and most convenient delivery
& installation options sets us apart from the competition, enabling us to
continue to grow, attract talent, strengthen our operational capacity and
further develop our service offerings.

During the year we were laser-focused on customer service excellence and
maintained our market-leading 4.8 Trustpilot score, whilst also developing our
new gas, electric and television installation offering to over 65% of the UK
on a next-day basis. This market-leading speed of service delivery is seeing
very strong demand, and we are excited about its prospects in FY24 and beyond.

Despite some external cost headwinds in FY23, we were able to continue to
achieve a market-leading adjusted EBITDA margin of 7.7%, demonstrating our
differentiated operating model and sharp focus on all elements of our value
chain, underpinned by our unique and scalable single-site fulfilment and
distribution model.

As we look to FY24, we believe that our current market share continues to
provide significant scope and opportunity for growth, regardless of the
economic backdrop. We have been pleased to see continued growth of over 30% in
April and May and a very strong start to June. We are focused on maintaining
our performance management discipline on revenue, profit and cash in order
continue to demonstrate our superior proposition and become the UK's leading
premium electrical retailer."

 Key financial highlights:                   Year ended  Year ended

                                             31 March    31 March

                                             2023        2022

                                             £000        £000
 Revenue                                     97,754      80,478
 Revenue growth %                            21.5%       43.8%
 Adjusted EBITDA((1))                        7,549       7,247
 Adjusted EBITDA margin                      7.7%        9.0%
 Adjusted EBIT                               6,242       6,386
 Adjusted EBIT margin                        6.4%        7.9%
 Adjusted profit after tax                   5,067       5,255
 Adjusted earnings per share((2))            4.82p       5.01p
 Statutory profit before tax                 6,423       3,765
 Statutory profit after tax                  5,157       3,288
 Statutory earnings per share                4.91p       3.22p

 Operating cash flow for conversion          8,886       8,616
 Operating cash conversion                   118%        119%
 Free cash flow                              7,117       5,746
 Free cash flow margin                       7.3%        7.1%
 Net cash((3))                               9,972       3,872
 Return on Capital Employed((7))             41%         57%

( )

(Notes)

((1)   Adjusted EBITDA) (is a non-statutory measure defined as earnings
before interest, tax, depreciation, and amortisation and adjusted for
exceptional items, share-based payment charges and revaluation of
investments.)

((2)   Adjusted EPS is) (a non-statutory measure of profit after tax,
adjusted for exceptional items, share-based payment charges and revaluation of
investments, over the total diluted ordinary number of shares in issue.)

((3)   Net cash represents cash and cash equivalents less financial
liabilities (excluding lease liabilities).)

((4)   Based on the Group's analysis of GfK Market Intelligence sales
tracking GB data, Major Domestic Appliances. During the year GfK reclassified
floorcare from major domestic appliances to small domestic appliances. As such
the current year 2.5% is on the new definition and the prior year 1.6% has
been restated and is now 2.0%.)

((5)   Based on the Group's analysis of GfK Market Intelligence sales
tracking GB data, Consumer Electronics.)

((6)   All figures, unless otherwise stated, are from YouGov Plc. Total
sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May
2023. The survey was carried out online. The figures have been weighted and
are representative of all England adults (aged 18+).)

((7)   Return on Capital Employed (ROCE) is defined as Adjusted EBIT / (Total
Assets - Current liabilities))

( )

Results presentations

An in-person presentation for sell-side analysts hosted by Mark Smithson, CEO,
and Josh Egan, CFO, will take place at 09.00am this morning. Please contact
markselectrical@dentonsglobaladvisors.com
(mailto:markselectrical@dentonsglobaladvisors.com) for further information.

In addition, management will also provide a live online presentation for
investors at 2.30pm on 15 June 2023. The online event is open to all existing
and potential shareholders and registration is free. Questions can be
submitted during the presentation and will be addressed at the end. To
register, please go to: link to sign up
(https://www.equitydevelopment.co.uk/news-and-events/marks-electrical-fyinvestorpresentation-15june2023)
.

A recording of the presentation will be available shortly after the event at
this link: Marks Electrical content page
(https://www.equitydevelopment.co.uk/research/tag/marks-electrical) and will
be posted onto the investor section of the website.

Enquiries:

Marks Electrical Group
plc                                                                                Via
Dentons Global Advisors:

Mark Smithson
(CEO)
Tel: +44 (0)20 7664 5095

Josh Egan (CFO)
 
 

 

Dentons Global Advisors (Financial PR)

Jonathon Brill / James Styles / Fern Duncan
                                                 Tel:
+44 (0)20 7664 5095

markselectrical@dentonsglobaladvisors.com
(mailto:markselectrical@dentonsglobaladvisors.com)
 
 
 
 
 

Canaccord Genuity (NOMAD and Broker)

Max Hartley / Patrick Dolaghan
 
        Tel: +44 (0) 207 886 2500
 
 

About Marks Electrical

Marks Electrical is a fast growing, highly scalable, technology driven
e-commerce electricals retailer which sells, delivers, installs and recycles a
wide range of household electrical products. The Group was founded in
Leicester in 1987 by Mark Smithson and has scaled into a nationwide online
retailer with a compelling growth track record, thanks to its vertically
integrated, low-cost, high-quality operating model, supported by the ongoing
structural shift of consumers to purchase online. The Group operates within
the UK Major Domestic Appliances (MDA) and Consumer Electronics (CE) market,
estimated to be worth approximately £7 billion.

Primarily through its simple, clear and intuitive website -
markselectrical.co.uk - the Group offers over 4,500 products from over 50
leading brands across its main product categories, which include Cooking,
Refrigeration, Washers & Dryers, Dishwashers and Audio-Visual. These
products are sourced from UK distributors of the brands, with whom the Group
maintains strong and direct relationships. Marks Electrical delivers direct to
customers in its owned and branded vehicles, operated by the Group's skilled
team of delivery drivers, who are also able to offer installation and
recycling services.

For further information, visit the Marks Electrical corporate
website: https://group.markselectrical.co.uk
(https://group.markselectrical.co.uk/)  and its retail
website: https://markselectrical.co.uk/ (https://markselectrical.co.uk/) .

 

Group CEO

 

Following our second year as a company admitted to trading on AIM, I am not
only proud of the overall progress we have made, but even more proud of
meeting the targets we set at IPO, to grow our market share profitably and
deliver on our expectations for further growth across revenue, profit and
cash. We achieved this against a challenging market back-drop and with the
online Major Domestic Appliances ("MDA") and Consumer Electronics ("CE")
markets being down over 6% during the year.

 

Our focus on operational excellence, customer service, and improving brand
awareness has enabled us to continue to gain share in a very competitive
market, where our share has grown from 2.0% to 2.5%((1)) of the overall MDA
market and from 3.5% to 4.7%((1)) in the online segment.

 

Reflecting on the year and looking forward to the next, I am fortunate to work
with such a talented, committed and focussed team of colleagues across all our
operations. Without their dedication and hard work, we wouldn't have achieved
what we have in the last 12 months and I look forward to continuing our
journey together, as one team, in the years ahead.

 

We continued our growth throughout the year, being up during every calendar
month and achieving year-on-year revenue growth of 21.5% from £80.5m to
£97.8m, building on the 44% growth delivered in FY22. Our adjusted EBITDA was
£7.5m at a 7.7% margin and a statutory profit before tax of £6.4m, where we
maintained our disciplined approach to cost control, despite multiple external
cost headwinds such as wage inflation, national insurance, and fuel and energy
cost increases. We delivered a statutory EPS of 4.91p and an adjusted EPS of
4.82p and are recommending a final dividend of 0.66p per share representing a
payout ratio of 20% for the year, demonstrating the strength of our balance
sheet.

 

Market share - a small share of a big opportunity

 

As a business we are predominantly focused on the MDA market and have also
been expanding our footprint in the CE market,

primarily in the television category.

 

During the year, the online market for both MDA and CE was challenging with an
overall decline of over 10% in the online MDA market and over 3% in the online
CE market. Despite the challenging market dynamics, we have outperformed and
grown consistently throughout this period.

 

It's these statistics that are truly exciting; we have a very small share of
an enormous market which has allowed us to be agile and flexible in navigating
this challenging period and also provides us with confidence for the future,
given the huge runway to grow profitably thanks to our highly efficient and
scalable operating model.

 

Our strategy for growth

 

Our approach is simple - we put the customer at the heart of everything we do
and have four key elements to our strategy for growth:

 

·      Customer proposition

·      Brand awareness

·      Operational capacity

·      Financial performance

 

Customer proposition

 

Our operating model is unique across the MDA sector in that we consistently
offer free next-day delivery for in-stock items over £500, throughout our
wide range of products, to over 90% of the UK population. Coupled with this,
our newly launched installation

service, now also offers integrated, gas, electric and television
installations to over 65% of the UK population on a next-day basis.

 

This truly unique proposition centres around the vertical integration of our
delivery model, with our own fleet, employed drivers and installers, and our
centralised single-site distribution centre, maximising efficiency and
improving financial returns. During the year we have made substantial progress
in developing our customer proposition, including:

•       Expanding our delivery areas to Cornwall, Glasgow, Edinburgh,
and throughout all of Wales;

•       Developing our range of SKUs across MDA, CE and SDA, whilst
starting the development of our computing category;

•       Adding more third-party finance offerings to provide new
credit solutions and interest-free options for customers;

•       Developing and launching our new integrated installation
offering with our own employed team of Gas Safe installation engineers;

•       Improving our customer service response time and options for
interaction, including live chat; and

•       Maintaining our industry-leading Trustpilot score of 4.8.

 

Our strong partnerships with a wide range of premium brands, combined with our
focus on high-end products and services,

enables us to deliver not only an exceptional customer offering, but also
higher average order value, in turn supporting the superior margin profile of
the business. We are committed to providing a market-leading customer service
proposition that sets us apart from the competition and allows us to continue
to gain profitable market share.

 

Brand awareness

When we listed in November 2021, we outlined how one of the keys to our
success was to grow our brand awareness. During the year we updated our brand
awareness study which revealed that 15%((2)) of the population in England had
heard of Marks Electrical. This was an increase of 8((3)) percentage points
against the study we carried out at the end of the previous financial year,
demonstrating the achievements we have made in broadening our awareness, but
also showing the significant opportunity for growth, as more people across the
UK come into contact with our brand for the first time.

 

Our focused brand-building activities across digital, television, out-of-home
and social media channels helped us improve awareness, and this, coupled with
our expanded delivery areas and newly formed installation offering, will
continue to enable us to grow the prominence of Marks Electrical across the
UK.

 

To give further prominence to our brand, we took the decision during the year
to revamp our fleet with new, bright and fresh livery, giving our delivery
vehicles the true Marks Electrical look. These eye-catching vehicles are now
out on the road and representing our brand across the country daily.

 

During the year, we also launched MRK1, our company mascot, whose mission in
life is to seek-out great electrical deals for customers! We've used this
creative across multiple media channels and will continue to grow MRK1's
prominence in the years ahead as we develop our position as the UK's leading
premium electrical retailer.

 

Operational capacity

 

We made further improvements to our distribution centre to add additional
mezzanine flooring and racking, and raise ceiling heights, allowing for a
higher level of capacity. In addition, we have improved inventory days
allowing us to make better use of our existing space as we increase throughput
to achieve higher revenue levels.

 

We have moved our operational warehouse teams to a four on / four off shift
pattern, allowing us to operate 24/7 and align the shift patterns with our
delivery and installation teams. Alongside this we have continued to add roles
in our Customer Services, Sales and administrative teams and develop our
training plans across the business.

 

As part of our improvements across our operational capacity, we have developed
our own in-house installation team, by recruiting experienced installation
engineers, allowing us to bring in-house, integrated, gas and electrical
appliance installation services that were historically outsourced. This
service offering is now growing rapidly and we are excited about the speed of
development we are seeing in this area of the business, which further
differentiates us from the competition.

 

We've expanded our delivery fleet during the year from 45 to 50 vehicles and
introduced a new installation vehicle model based on the Mercedes LWB Sprinter
platform. Investing across our business in people, processes and equipment
will ensure that we retain talent and provide them with the best tools to give
customers an excellent service.

 

Financial performance

 

The strong competitive activity we saw in pricing and marketing during the
first half eased in the second half, allowing us to improve gross margin and
this, combined with our disciplined approach to cost control, allowed us to
achieve an adjusted EBITDA of £7.5m with a margin of 7.7% and a statutory
profit before tax of £6.4m.

 

Whilst this was a lower margin than in the prior year, we maintained our focus
on cost control to mitigate the impact of external cost headwinds such as wage
inflation, temporary national insurance, and fuel and energy cost increases.

 

We made continued progress on working capital management, reducing inventory
days from 90 to 74 and improving terms with

suppliers, allowing us to deliver an operational cash conversion of 118%,
demonstrating the highly cash-generative nature of our earnings model. We were
also able to finish the year with a net cash position of £10.0m and a return
on capital employed of 41%.

 

This strong cash performance means we can reinvest in the growth of the
business, whilst remaining debt free, and simultaneously provide returns for
shareholders through dividends. We were proud to meet our IPO commitments and
pay our maiden dividend in August 2022, declare our first interim dividend for
FY23 in December 2022, and are recommending a final dividend of 0.66p per
share representing a payout ratio of 20% for FY23, payable in August 2023.

 

We believe this combination of profitable growth, high return on capital and
dividend income provides a compelling proposition to drive attractive
long-term shareholder returns.

 

Outlook - focused on delivering profitable market share growth

 

We believe that our current share of the UK MDA market of 2.5%((1)) and online
share of 4.7%((1)), with an even smaller share in consumer electronics,
continues to provide significant scope and opportunity for growth, regardless
of the economic backdrop. Our market leading customer service and free
next-day delivery for items over £500, combined with in-house installation
expertise, provides a compelling and unique offering, that sets us apart from
the competition.

 

As momentum continues to develop and our brand awareness broadens, our focus
on operational excellence and cash flow generation, combined with our strong
net cash position, provides us with a robust platform to generate continued
profitable market share growth and become the UK's leading premium electrical
retailer.

 

 

 

Mark Smithson

Chief Executive Officer

(Notes)

((1)   Based on the Group's analysis of GfK Market Intelligence sales
tracking GB data, Major Domestic Appliances. During the year GfK reclassified
floorcare from major domestic appliances to small domestic appliances. As such
the current year 2.5% is on the new definition and the prior year 1.6% has
been restated and is now 2.0%.)

((2)   All figures, unless otherwise stated, are from YouGov Plc. Total
sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May
2023. The survey was carried out online. The figures have been weighted and
are representative of all England adults (aged 18+).)

((3)   All figures, unless otherwise stated, are from YouGov Plc. Total
sample size was 3,728 adults. Fieldwork was undertaken between 25 October - 02
November 2022. The survey was carried out online. The figures have been
weighted and are representative of all England adults (aged 18+).)

 

Financial review

Following our second year as an AIM traded company, we continued our
trajectory of profitable market share growth in a declining market, whilst
also navigating the demanding backdrop of the UK cost of living crisis. We
increased salaries and

benefits throughout the workforce to reflect the higher cost of living, with
an average pay rise during the year of 9.5%. This,

compounded with higher fuel and energy costs, temporary national insurance
rises and the reintroduction of business rates, has required a tight focus on
cost control but despite all of this, we are pleased to have achieved a
market-leading adjusted EBITDA margin for FY23.

 

Furthermore, we've also kept a tight control on working capital, improving
inventory turn and credit with suppliers, and allocated

capital carefully to improve our operational effectiveness. This cash-focussed
approach resulted in a closing net cash position of £10.0m and a return on
capital employed of 41%.

 

Statutory measures

The Group's statutory revenue for the year was £97.8m, up 21.5% from £80.5m
in 2022. Gross profit for the year was £19.0m, up 19.3% from £15.9m in 2022,
with a gross margin of 19.4%, down 40 bps from 2022. The key drivers of the
fall in gross margin were increased fuel costs, distribution wages and
interchange charges.

Statutory operating profit was up 63.4% from £3.6m in 2022 to £5.9m. The
primary reason for the increase in operating profit was the exceptional costs
incurred in the prior year, in relation to the IPO.

Statutory profit before tax is up 70.6% from £3.8m in 2022 to £6.4m, driven
by the exceptional costs referenced above, as well as finance income received,
and a higher gain on the Group's investment in Combined Independents
(Holdings) Limited, the buying group of which the Company is a member.

                             Year ended  Year ended  Change %/bps

                             31 March    31 March

                             2023        2022

                             £000        £000
 Revenue                     97,754      80,478      21.5%
 Gross profit                18,962      15,895      19.3%
 Gross profit margin         19.4%       19.8%       (40)bps
 Operating profit            5,938       3,635       63.4%
 Operating profit margin     6.1%        4.5%        160bps
 Profit before tax           6,423       3,765       70.6%
 Profit before tax margin    6.6%        4.7%        190bps
 Profit after tax            5,157       3,288       56.8%
 Profit after tax margin     5.3%        4.1%        120bps
 Adjusted EBITDA(1)          7,549       7,247       4.2%
 Adjusted EBITDA margin      7.7%        9.0%        (130)bps
 Adjusted EBIT(1)            6,242       6,386       (2.3)%
 Adjusted EBIT margin        6.4%        7.9%        (150)bps

 

Revenue and gross margin

The Group has enjoyed another strong year with revenue growth of 21.5%, taking
total revenue to £97.8m (2022: £80.5m), an impressive result considering the
challenging market back-drop. This continued revenue growth builds confidence
in the Group's ability to deliver its strategy and the strength of the
business model. Revenue growth was slightly slower in the first half of the
year at 15.1%, followed by a strong second half at 27.0%. Economic uncertainty
prevailed throughout the year, but with continued focus on out-of-home, online
and other offline advertising, the Group saw strong improvements in website
traffic and brand awareness, which drove particularly strong growth during
peak trading (October to December).

 

Gross profit margin declined by 40bps against the previous financial year
("2022"), driven by increases in fuel costs, wage

costs and interchange charges. The general market commentary on driver
shortages continued in FY23, but despite the pressure in this competitive
market, we have expanded our driver base by 30 and continue to successfully
build this team to meet increasing demand.

 

During the year, we took the decision to bring gas and electrical installation
services in-house, which was previously outsourced

to third-party suppliers. The key driver behind this move was to gain full
control of our outbound distribution network to ensureprovide the highest
level of service in all aspects of our offering. Since launching, we have been
able to offer significantly shorter wait times for installation jobs and we
now employ over 30 gas and electrical engineers. We are experiencing
ever-increasing demand for installation services and are excited about its
potential.

                    Year ended  Year ended  Change %/bps

                    31 March    31 March

                    2023        2022

                    £000        £000
 Revenue            97,754      80,478      21.5%
 Cost of Sales      (78,792)    (64,583)    22.0%
 Gross profit       18,962      15,895      19.3%
 Gross margin       19.4%       19.8%       (40)bps

 

Advertising and marketing costs

The Group continued to invest in both online and offline advertising activity
during the year, with total spend at 5.0% of revenue in FY23 (2022: 5.0%).

 

Online marketing spend has been focussed on search engine optimisation,
strategic pay-per-click Google and Bing activities, and use of affiliate
programmes. We have improved online presence across our SKUs and have improved
our search result rankings. In addition, we launched our social campaigns in a
more fulsome way, by recruiting a new agency to assist us driving awareness on
Facebook, TikTok and Instagram.

 

We began several out-of-home campaigns during the year to improve brand
awareness, including "mega rears" on London buses, digital and poster adverts
throughout the Transport for London network, motorway services, major
airports, and train stations. The Group also ran several TV adverts during the
year in pursuit of increasing aided recall.

 

The benefits of the investments being made are coming to fruition, with the
Group's brand awareness increasing from 7%((2)) in FY22 to 15%((3)) in FY23.
We believe this increased brand awareness has driven sales during the year,
particularly during peak trading.

                                                Year ended  Year ended  Change %/bps

                                                31 March    31 March

                                                2023        2022

                                                £000        £000
 Revenue                                        97,754      80,478      21.5%
 Advertising and marketing costs                (4,906)     (4,004)     22.5%
 Advertising and marketing as % of revenue      5.0%        5.0%        0bps

 

Other operating expenses (excluding depreciation)

Other operating expenses were 6.7% of revenue during FY23 versus 5.8% during
FY22. The increase was anticipated and

driven by multiple factors, being a full year of plc related costs, which are
unlikely to increase significantly moving forwards; the

Government's retraction of COVID-19 business rate relief, which will now be
largely flat other than inflationary increases; and investment in operational
and buying teams, ensuring the Group continues to deliver exceptional service,
whilst supporting the growth of the business.

 

As a business, our focus on minimising other operating expenses is key to us
driving operating leverage in the future as the business scales.

                                                        Year ended  Year ended  Change %/bps

                                                        31 March    31 March

                                                        2023        2022

                                                        £000        £000
 Revenue                                                97,754      80,478      21.5%
 Other operating expenses (excluding depreciation)      (6,507)     (4,644)     40.1%
 Other operating expenses as % of revenue               6.7%        5.8%        (90)bps

 

Adjusted earnings before Interest, tax, depreciation and amortisation
("adjusted EBITDA")

The Group achieved adjusted EBITDA in the year of £7.5m, £0.3m ahead of
FY22. Margin decreased by 130bps to 7.7% from FY22 due to the following
aforementioned points:

• 40bps in gross margin, following an increase in fuel costs, driver wages
and interchange charges.

• 90bps as a result of a full year of plc costs, removal of business rate
relief and investment in operational and buying teams.

                                    Year ended  Year ended  Change %/bps

                                    31 March    31 March

                                    2023        2022

                                    £000        £000
 Statutory profit after tax         5,157       3,288       56.8%
 Addback:
 Exceptional items                  -           2,125       -
 Underlying profit after tax        5,157       5,413       (4.7)%
 Addback:
 Underlying tax charge              1,266       1,028       23.2%
 Underlying profit before tax       6,423       6,441       (0.3)%
 Add back:
 Finance costs                      67          65          3.1%
 Finance income                     (71)        -           -
 Share-based payment                304         75          305.3%
 Fair value gains                   (481)       (195)       146.7%
 Adjusted EBIT                      6,242       6,386       (2.3)%
 Depreciation and amortisation      1,307       861         51.8%
 Adjusted EBITDA                    7,549       7,247       4.2%
 Adjusted EBITDA margin             7.7%        9.0%        (130)bps

 

 

Statutory Profit after tax

During the year statutory profit after tax was £5.2m, up £1.9m versus FY22
at £3.3m. This increase is primarily due to

exceptional costs incurred in the prior year.

 

Share-based payments

The Group issued new awards under its long-term incentive plan during the year
to senior and junior management. This, combined with the market value options
and free shares awarded in FY22 resulted in a P&L charge of £0.3m (2022:
£0.1m). This charge and related professional fees are removed from adjusted
financial performance measures.

Depreciation and amortisation

Depreciation and amortisation increased by £0.5m to £1.3m during the year
(2022: £0.9m), primarily due to the addition of 13 new vans, a full year of
right-of-use lease depreciation, as well as investment in mezzanine flooring
in the warehouse and general site improvements.

Taxation

The tax charge for FY23 is £1.3m with an effective tax rate of 19.7%, 0.7%
higher than the statutory corporation tax rate. The difference is driven by a
deferred tax charge, which was higher than usual in the year due to the Group
utilising the 130% super deduction on capital additions, in combination with
the increase in future headline corporation tax to 25.0%.

The current tax liability held on balance sheet at the year end is £0.3m
(2022: £0.1m) with a deferred tax liability of £0.8m (2022: £0.5m).

Earnings per share

Basic earnings per share ("EPS"), which is calculated for both the current and
comparative year based upon the weighted average number of shares in the year,
is 4.91p per share (2022: 3.22p per share).

Adjusted EPS is 4.82p per share (2022: 5.01p per share), the key driver for
the reduction during the year being an increase in the effective tax rate,
moving from 16.0% to 19.7%. The table below shows the reconciliation between
statutory and adjusted earnings per share. See Note 3 to the financial
statements for further details.

                                                          Year ended  Year ended  Change %/bps

                                                          31 March    31 March

                                                          2023        2022

                                                          £000        £000
 Statutory profit after tax                               5,157       3,288       56.8%
 Addback:
 Exceptional items                                        -           2,676       -
 Tax effect of exceptional items                          -           (551)       -
 Underlying profit for the year                           5,157       5,413       (4.7)%
 Changes relating to share-based payments net of tax      271         -           -
 Fair value gains net of tax                              (361)       (158)       128.5%
 Adjusted profit after tax                                5,067       5,255       (3.6)%
 Fully diluted number of ordinary shares                  105,034     104,949     0.1%
 Adjusted earnings per share                              4.82p       5.01p       (3.8)%

 

 

Adjusted earnings per share for the year ended 31 March 2022 did not exclude
the share-based payment charge of £75,000, the impact of excluding this
charge would have increased adjusted earnings per share to 5.08p. This
earnings measure is consistent with other adjusted measures and is disclosed
in the definitions on page 21.

Cashflow and statement of financial position

During the year the Group achieved an adjusted cash flow from operating
activities of £9.9m (2022: £9.3m) with an adjusted operating cash flow for
conversion of £8.9m (2022: £8.6m) at 118% (2022: 119%) and free cash flow of
£7.1m (2022: £5.7m), resulting in a closing net cash position of £10.0m
(2022: £3.9m).

 

The Group invested £0.5m in a new mezzanine floor in the distribution centre,
along with general site improvements and other equipment. These additions
improve the longevity of the current site by improving existing and future
inventory capacity and therefore revenue capacity.

 

Investments were made into the fleet during the year, with the addition of 13
new vans, plus the re-branding of the existing fleet to showcase the Marks
Electrical blue and improve brand awareness. The addition of the new vans and
modernisation of the fleet totalled £0.5m. The Group achieved working capital
improvements of £2.3m during the year, through improved credit terms with key
suppliers leading to a £3.5m cash inflow, plus improved inventory days
allowing inventory to remain broadly flat whilst delivering higher revenue.
This was offset by an increase in receivables £1.3m, predominantly driven by
increased manufacturer rebates, due to higher revenue levels.

 

The Group finished the year in a net cash position of £10.0m (2022: £3.9m)
with no debt or long-term lending facilities outside of its finance leases.

                                                                  Year ended  Year ended  Change %/bps

                                                                  31 March    31 March

                                                                  2023        2022

                                                                  £000        £000
 Underlying profit before tax                                     6,423       6,441       (0.3)%
 Addback:
 Finance costs                                                    67          65          3.1%
 Finance income                                                   (71)        -           -
 Profit on disposal of fixed assets                               (41)        (17)        141.2%
 Depreciation and amortisation                                    1,347       878         53.4%
 Revaluation of investments                                       (481)       (195)       146.7%
 LTIP costs                                                       304         75          305.3%
 Release of provision                                             -           (155)       -
 Decrease/(increase) in inventories                               189         (2,957)     (106.4)%
 (Increase)/decrease in receivables                               (1,345)     212         (734.4)%
 Increase in payables                                             3,461       4,926       29.7%
 Adjusted cash flow from underlying operating activities          9,853       9,273       6.3%
 Less:
 Outflows for lease payments                                      (967)       (657)       47.2%
 Operating cash flow for conversion                               8,886       8,616       3.1%
 Operating cash conversion                                        118%        119%        (100)bps
 Investing activities                                             (918)       (774)       18.6%
 Tax paid                                                         (784)       (2,042)     (61.6)%
 Interest paid                                                    (67)        (54)        24.1%
 Underlying free cash flow                                        7,117       5,746       23.9%

 

 

Events after the reporting period

There have been no material events to report after the end of the reporting
period.

Current trading and outlook

The positive trading momentum delivered in FY23 has continued into the new
financial year, with revenue growth of over 30% in April and May. Our
disciplined approach to margin management, capital allocation and cash
conversion provides the Group with solid foundations to deliver on our
financial targets and strategic objectives in the year ahead, as we benefit
from our enhanced scale, growing market share and operating leverage.

Dividend

We delivered an adjusted EPS of 4.82p during the year and are recommending a
final dividend of 0.66p per share, representing a full year pay-out of 0.96p
at a ratio of 20%. For further information on dividends, see Note 5 to the
financial statements.

 

Josh Egan

Chief Financial Officer

 

 

((1)   Adjusted EBITDA, Adjusted EBIT, operating cash conversion, return on
capital employed and adjusted earnings per share are alternative performance
measures as defined on page 21.)

((2)   All figures, unless otherwise stated, are from YouGov Plc. Total
sample size was 3,728 adults. Fieldwork was undertaken between 25 October - 02
November 2022. The survey was carried out online. The figures have been
weighted and are representative of all England adults (aged 18+).)

((3)   All figures, unless otherwise stated, are from YouGov Plc. Total
sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May
2023. The survey was carried out online. The figures have been weighted and
are representative of all England adults (aged 18+).)

( )

Unaudited Consolidated Statement of comprehensive income

Year ended 31 March 2023

 

                                                        Year ended                                                     Year ended 31 March 2022

                                                        31 March

                                                        2023
                                                 Notes                                                                 Underlying  Non-underlying

                                                        Statutory                                                      £000        £000            Statutory                           £000

                                                                                    £000
 Revenue                                                97,754                                                         80,478      -               80,478
 Cost of Sales                                          (78,792)                                                       (64,583)    -               (64,583)
 Gross profit                                           18,962                                                         15,895      -               15,895
 Administrative expenses                                (13,024)                                                       (9,584)     -               (9,584)
 Operating exceptional charges                          -                                                              -           (2,676)         (2,676)
 Total Administrative expenses                          (13,024)                                                       (9,584)     (2,676)         (12,260)
 Operating profit                                       5,938                                                          6,311       (2,676)         3,635
 Finance income                                         71                                                             -           -               -
 Fair value gains                                       481                                                            195         -               195
 Finance expenses                                       (67)                                                           (65)        -               (65)
 Profit before income tax                               6,423                                                          6,441       (2,676)         3,765
 Tax on profit                                          (1,266)                                                        (1,028)     551             (477)
 Profit for the financial year                          5,157                                                          5,413       (2,125)         3,288
 Total comprehensive income for the period              5,157                                                          5,413       (2,125)         3,288
 Earnings per share
 Statutory basic and diluted earnings per share  3      4.91p                                                                                      3.22p

All the results arise from continuing operations.

Unaudited Consolidated Statement of financial position

At 31 March 2023

 

                                   Notes  At            At

                                           31 March     31 March

                                          2023         2022

                                          £000         £000
 Assets
 Non-current assets
 Property, plant and equipment            1,559        841
 Right-of-use assets                      1,418        2,328
 Investments                              1,716        1,293
                                          4,693        4,462
 Current assets
 Inventories                              14,200       14,389
 Trade and other receivables              3,982        2,627
 Cash and cash equivalents                9,972        3,872
                                          28,154       20,888
 Total assets                             32,847       25,350
 Liabilities
 Current liabilities
 Trade and other payables                 (16,545)     (13,067)
 Lease liabilities                        (921)        (938)
 Current tax liabilities                  (302)        _(145)
                                          (17,768)     (14,150)
 Non-current liabilities
 Lease liabilities                        (473)        1,324
 Deferred tax                             (782)        466
 Total liabilities                        (19,023)     (15,940)
 Net assets                               13,824       9,410
 Shareholders' equity
 Called up share capital           6      1,049        1,049
 Share premium                     6      4,694        4,694
 Treasury shares                   6      (4)          (4)
 Merger reserve                    6      (100,000)    (100,000)
 Retained earnings                 6      108,085      103,671
 Total equity shareholders' funds         13,824       9,410

Unaudited Consolidated Statement of changes in equity

Year ended 31 March 2023

 

 

                                                Notes  Called up share capital  Share premium  Treasury shares  Merger reserve  Revaluation reserve  Retained earnings  Total shareholders' equity

                                                       £000                     £000           £000             £000            £000                 £000               £000
 At 31 March 2021                                      100,000                  -              -                (99,994)        1,235                9,132              10,373
 Total comprehensive income for the period             -                        -              -                -               -                    3,288              3,288
 Contributions by and distributions to owners:
 -Dividends paid                                5      -                        -              -                -               -                    (3,884)            (3,884)
 -Dividends in specie                           5      -                        -              -                -               -                    (5,175)            (5,175)
 -Issue of shares                                      49                       4,954          (4)              -               -                    -                  4,999
 -Costs of share issue                                                          (260)                                                                                   (260)
 -Capital reduction                                    (99,000)                 -              -                -               -                    99,000             -
 -Cancellation of E shares                             -                        -              -                (6)             -                    -                  (6)
 -Share based payment charge                           -                        -              -                -               -                    75                 75
 Sale of property                                      -                        -              -                -               (1,235)              1,235              -
 At 31 March 2022                                      1,049                    4,694          (4)              (100,000)       -                    103,671            9,410
 Total comprehensive income for the period             -                        -              -                -               -                    5,157              5,157
 Contributions by and distributions to owners:
 -Dividends paid                                5      -                        -              -                -               -                    (1,017)            (1,017)
 -Share based payment charge                           -                        -              -                -               -                    274                274
 At 31 March 2023                                      1,049                    4,694          (4)              (100,000)       -                    108,085            13,824

 

All the results arise from continuing operations.

Unaudited Consolidated Cashflow

Year ended 31 March 2023

 

                                                           Notes  Year ended  Year ended

                                                                  31 March    31 March

                                                                  2023        2022

                                                                  £000        £000
 Cash flows from operating activities
 Profit for the period                                            5,157       3,288
 Adjustments for non-cash items:
 Depreciation of property, plant and equipment                    326         189
 Depreciation of right-of-use assets                              1,021       689
 Profit on disposal of property, plant and equipment              (41)        (17)
 Fair value gains                                                 (481)       (195)
 Share based payment expense                                      304         75
 Interest (income)/expense                                        (4)         65
 Taxation charged                                                 1,266       477
 Release of provisions                                            -           (155)
 Movements in working capital:
 Decrease/(increase) in inventories                               189         (2,957)
 (Increase)/decrease in receivables                               (1,345)     212
 Increase in payables                                             3,461       4,927
 Cash flow generated from operations                              9,853       6,598
 Corporation tax paid                                             (784)       (2,042)
 Net cashflow generated from operations                           9,069       4,556
 Cash flows from investing activities
 Purchase of property, plant and equipment                        (1,049)     (583)
 Deposits on right-of-use assets                                  (33)        (304)
 Proceeds from sale of property, plant and equipment              45          65
 Income from investments                                          58          48
 Interest received                                                61          -
 Net cash used by investing activities                            (918)       (774)
 Cash flows from financing activities
 Interest paid                                                    -           (11)
 Issue of ordinary share capital                                  -           4,739
 Repayment of borrowings                                          -           (1,537)
 Interest paid on lease liabilities                               (67)        (54)
 Principal repayment of lease liabilities                         (967)       (656)
 Equity dividends paid                                     5      (1,017)     (3,884)
 Net cash used by financing activities                            (2,051)     (1,403)
 Net increase in cash and cash equivalents                        6,100       2,379
 Cash and cash equivalents at the beginning of the period         3,872       1,493
 Cash and cash equivalents at end of the period                   9,972       3,872

 

Notes to the financial statements

Year ended 31 March 2023

 

1       General Information

The Company is a public limited company incorporated in the United Kingdom
under the Companies Act 2006 (registration number 13509635). The Company is
domiciled in the United Kingdom and its registered address is 4 Boston Road,
Leicester, LE4 1AU. The Company's ordinary shares are listed on the AIM
market, of the London Stock Exchange.

The principal activity of the Company and its subsidiaries (the "Group")
throughout the period is the supply of domestic electrical appliances and
consumer electronics in the United Kingdom.

2       Accounting policies

2.1       Basis of preparation

This consolidated financial information has been prepared in accordance with
UK adopted international accounting standards.

There are no new standards, interpretations and amendments which are not yet
effective in these financial statements, expected to have a material effect on
the Group's future financial statements.

The financial information has been prepared on a going concern basis under the
historical cost convention. The financial information and the notes to the
financial information are presented in thousands of pounds sterling
('£'000'), the functional and presentation currency of the Group, except
where otherwise indicated.

The financial information set out in this unaudited preliminary announcement
does not constitute the Group's statutory financial statements for the years
ended 31 March 2023 or 31 March 2022 as defined in section 435 of the
Companies Act 2006 (CA 2006). The financial information for the year ended 31
March 2023 has been extracted from the Group's unaudited financial statements.
Statutory financial statements for the year ended 31 March 2022 have been
delivered to the Registrar of Companies, the auditors reported on those
accounts; their report was unqualified and did not contain a statement under
either Section 498(2) or Section 498(3) of the Companies Act 2006.

2.2       Going concern

The Group has traded positively during the year, delivering sales growth of
21.5%, whilst maintaining a 6.1% operating margin and net cashflow of £6.1m.

Management have prepared detailed financial projections for the period to 30
June 2024. These projections are based on the Group's detailed annual business
plan. Sensitivity analysis has been performed to model the impact of more
adverse trends compared to those included in the financial projections in
order to estimate the impact of severe but plausible downside risks.

The key sensitivity assumptions applied include:

• A material slow-down in e-commerce sales;

• A significant increase in input costs, including goods sold and
distribution costs.

Mitigating actions available to the Group were applied and the Board
challenged the assumptions used. The Board of Directors has completed a
rigorous going concern assessment and taken the following actions to test or
enhance the robustness of the Group's liquidity levels for the period to 30
June 2024. As part of its assessment, the Board has considered:

• The cash flow forecasts and the revenue projections for the Group

• Reasonably possible changes in trading performance, including severe yet
plausible downside scenarios

• An assessment of historical forecasting accuracy by comparing forecast
cash flow to those actually achieved by the Group

• The Group's robust policy towards liquidity and cash flow management

• The Group's ability to successfully manage the principal risks outlined in
this report

• The current cost of living crisis

• Inflation pressures facing the Group and its employees

In total, eight stress tests were performed on the base case with varying
severities and multiple combinations, the worst-case scenario referenced above
was the only scenario where mitigating action would have been required. In the
worst-case scenario revenue was forecast to be 4.6% lower than FY23 levels
with a 5.0% reduction in gross margin and a 10% increase in distribution
costs. The mitigating responses that would be necessary are, short-term
working capital management and short-term reduction in marketing spend, which
are not considered to have any long-term impacts on the Group's performance.

After reviewing the forecasts and risk assessments and making other enquiries,
the Board has formed the judgement at the time of approving the financial
statements that there is a reasonable expectation that the Group has adequate
resources to continue in operational existence for at least twelve months from
the date of approval of these financial statements.

 

 

2.3       Consolidation

The Group financial statements include those of the parent company and its
subsidiaries, drawn up to 31 March 2023. Subsidiaries are entities over which
the Group obtains and exercises control through voting rights. Income,
expenditure, unrealised gains and intra-Group balances arising from
transactions within the Group are eliminated.

At the time of the IPO, the acquisition of the trading subsidiaries was
achieved by way of share for share exchange and the difference between the par
value of the shares issued and the fair value of the cost of investment was
recorded as an addition to the merger reserve. The parent company statement of
financial position shows a merger reserve of £59,999,999 and an investment of
£159,999,998.

On a Group basis, an accounting policy was adopted based on the predecessor
method as this is not a business combination but rather a group
re-organisation and thus falls outside the scope of IFRS 3. IFRS does not
specifically state how group re-organisations are accounted for. Therefore, in
accordance with IAS 8, the Directors have considered the accounting for group
re-organisations using merger accounting principles, as set out in FRS 102,
The Financial Reporting Standard applicable in the UK and Republic of Ireland.
Under this method, the financial statements of the parties to the combination
are aggregated and presented as though the combining entities had always been
part of the same group. The investment by Marks Electrical Group plc in Marks
Electrical Limited was eliminated and the difference between the fair value
and nominal value of the shares was adjusted through the merger reserve in the
Group statement of financial position.

 

3.      Earnings per share

3.1    Statutory earnings per share

 

(a)   Earnings

 

                       Year ended

                       31 March    Year ended

                       2023        31 March

                       £000        2022

                                   £000
 Statutory earnings    5,157       3,288

 

(b)   Number of shares

 

                                                  Year ended

                                                  31 March     Year ended

                                                  2023         31 March

                                                               2022
 Basic weighted average number of shares          104,949,050  101,979,620
 Dilutive effect of share options and awards      85,183       -
 Diluted weighted average number of shares        105,034,233  101,979,620

 

(c)   Earnings per share

 

                                           Year ended

                                           31 March    Year ended

                                           2023        31 March

                                                       2022
 Statutory earnings
 Basic statutory earnings per share        4.91p       3.22p
 Diluted statutory earnings per share      4.91p       3.22p

 

 

3.     Earnings per share (continued)

3.2    Non-Statutory earnings per share

 

(a)   Earnings

 

                                    Year ended

                                    31 March    Year ended

                                    2023        31 March

                                    £000        2022

                                                £000
 Statutory earnings                 5,157       3,288
 Add:
 Exceptional costs net of tax       -           2,125
 Share based expenses net of tax    271         -
 Less:
 Fair value gains net of tax        (361)       (158)
 Adjusted earnings                  5,067       5,255

 

(b)   Number of shares

 

                                                  Year ended

                                                  31 March     Year ended

                                                  2023         31 March

                                                               2022
 Basic weighted average number of shares          104,949,050  104,949,050
 Dilutive effect of share options and awards      85,183       -
 Diluted weighted average number of shares        105,034,233  104,949,050

 

(c)   Earnings per share

 

                                          Year ended

                                          31 March    Year ended

                                          2022        31 March

                                                      2021
 Adjusted earnings
 Basic adjusted earnings per share        4.83p       5.01p
 Diluted adjusted earnings per share      4.82p       5.01p

 

Adjusted earnings per share is a non-statutory measure the Group is using to
provide comparability and ease of understanding to the users of the financial
statements. This includes adjustments to the earnings and the number of
shares.

Adjusted earnings exclude all exceptional items, expenses relating to
share-based payments, plus the add back of the revaluation in the investment
of the Group's buying group. Adjusted earnings per share for the year ended 31
March 2022 did not exclude the share-based payment charge of £75,000, the
impact of excluding this charge would have increased adjusted earnings per
share to 5.08p. This earnings measure is consistent with other adjusted
measures and is disclosed in the definitions on page 21.

The number of ordinary shares as at 5 November 2021 through to 31 March 2022
have been used as the basis for the current and prior periods adjusted
earnings per share calculation. The shares in issue since IPO represents an
indication of the future weighted average number of ordinary shares for
evaluating the performance of the Group.

The number of ordinary shares during the year ended 31 March 2023 have
remained constant.

The 85,183 shares that have been treated as potentially dilutive, relate to
employee share options. The options are dependent on contingent criteria being
met and this tranche had met the criteria at the year end. No further options
had met the performance criteria at the year end therefore no further dilution
is required.

 

4.      Operating segments

IFRS 8 'Operating Segments' requires the Group to determine its operating
segments based on information which is provided internally. Based on the
internal reporting information and management structures within the Group, it
has been determined that there is only one operating segment, being the Group,
as the information reported includes operating results at a consolidated Group
level only. There is also considered to be only one reporting segment, which
is the Group, the results of which are shown in the consolidated statement of
comprehensive income.

Management has determined that there is one operating and reporting segment
based on the reports reviewed by senior management which is the chief
operating decision-maker. Senior management is made up of Executive Directors
and heads of department. Senior management is responsible for the strategic
decision-making of the Group.

 

5.      Dividends

                                                      Year ended  Year ended

                                                      31 March    31 March

                                                      2023        2022

                                                      £000        £000
 Dividends paid during the year:
 Final dividend for 2022: 0.67p (2021: 3.88p)         703         3,884
 Interim dividend for 2023: 0.30p                     314         -
 Dividend in Specie ((1)) (2022: 5.18p per share)     -           5,175
 Dividends paid ((2))                                 1,017       9,059
 Final dividend for 2023 ((3)) : 0.66p (2022: 0.67p)  693         703

 

(1) The dividend in specie in the prior year related to a group restructure
prior to Admission, the consideration for the dividend in specie was the
transfer of 100% of the share capital of Mavrek Properties Limited (previously
an indirect subsidiary of the Group).

( )

(2) Dividends paid and issued during the period totalled £1,017,277 (2022:
£9,059,471). All dividends paid and issued in the prior year, were done so by
Marks Electrical Limited not Marks Electrical Group plc and have been
disclosed due to first year reporting under merger accounting, refer to the
accounting policies for further details.

( )

(3) The Board is recommending a final dividend of 0.66p per share (£692,664)
that will be subject to final approval by the Board at the 2023 AGM. A
dividend payout of 0.96p represents a pay-out ratio of 20%, with the 0.66p
being a typical two-third share of the annualised amount. The dividend has not
been accrued into the consolidated statement of financial position.

 

 

 

6.      Share capital and reserves

 

                                      At 31        At 31      At 31        At 31

                                      March        March      March        March

 Allotted, called up and fully paid   2023         2023       2022         2022

                                      £            Number     £            Number
 Ordinary shares of £0.01 each        104,949,050  1,049,491  104,949,050  1,049,491
                                      104,949,050  1,049,491  104,949,050  1,049,491

 

Share Capital

Share capital comprises the nominal value of the Company's shares of £0.01
each.

 

Share premium

The share premium reserve is the premium paid on the Company's £0.01 Ordinary
shares. During the year 4,545,454 shares

were issued for £1.10 each, resulting in a net premium of £4,694,000,
consisting of £4,954,000 premium paid less £260,000 placing costs.

 

Merger reserve

The merger reserve relates to the merger relief under section 612 of the
Company's Act, on the acquisition of Marks Electrical Limited, a 100% owned
subsidiary of the Group.

 

On 8 October 2021, Marks Electrical Group plc acquired the 100 ordinary shares
(100% of the share capital) in Marks Electrical Limited, in return for the
issue of 99,999,999 ordinary shares with a nominal value of £1.00 each, at a
price of £1.60 each, bringing the total consideration to £160,000,000. This
transaction falls under section 612 of the Companies Act and merger relief was
applied. On consolidation under the predecessor method a merger reserve of
£100,000,000 was recognised.

 

6.     Share capital and reserves (continued)

 

Treasury shares

Treasury reserve relates to shares acquired by the Group's employee benefit
trust. At the year end the Group held 403,596 treasury shares (2022: 403,596).
Total consideration paid for the treasury shares was £4,036.

 

Retained Earnings

Retained earnings are the accumulated profits and losses of the Group net of
dividends and other adjustments.

 

Definitions

 

Adjusted measures are included within the financial statements to assist the
users of the financial statements to understand underlying performance of the
Group.

 

Earnings per share for the financial year ended 31 March 2022 is calculated on
the number of shares in issue post the IPO on 5 November 2021 and is not
representative of the number in issue 31 March 2021. See Note 3 to the
financial statements for further details.

 

Adjusted EBITDA is a non-statutory measure defined as earnings before
interest, tax, depreciation, and amortisation and adjusted for exceptional
items (FY22 only), share-based payment charges and related costs, and
revaluation of investments.

 

Adjusted EBIT is a non-statutory measure defined as earnings before interest,
tax, and adjusted for exceptional items (FY22 only), share-based payment
charges and related costs, and revaluation of investments.

 

Adjusted EPS is a non-statutory measure of profit after tax, adjusted for
exceptional items (FY22 only), share-based payment charges and related costs,
and revaluation of investments, over the total diluted ordinary number of
shares in issue.

 

For the year ended 31 March 2022, the number of ordinary shares as at 5
November 2021 through to 31 March 2022 was used as the basis for the adjusted
earnings per share calculation. This gave a more understandable representation
of EPS as the share in issue prior to 5 November 2021 did not give an accurate
indication of the future weighted average number of ordinary shares for
evaluating the performance of the Group.

 

Operating cash flow for cash conversion is defined as cash generated from
operations less outflows for lease payments and exceptional items (FY22 only).

 

Net cash/(debt) represents cash and cash equivalents less financial
liabilities (excluding lease liabilities).

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