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Interim Results

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RNS Number : 6253Z  Mears Group PLC  08 August 2024

Mears Group PLC

("Mears" or the "Group" or the "Company")

Interim Results for the 6 months ended 30 June 2024

Excellent first half performance and positive outlook

 

Mears Group PLC, the leading provider of services to the Affordable Housing
sector in the UK, announces its interim financial results for the six months
ended 30 June 2024 ("H1 2024").

 

 

Financial Highlights

·      Revenues up 10% year-on-year to £580.0m (2023: £525.6m)

·      Profit before tax increased by 44% to £30.5m (2023: £21.2m)

·      Operating margin (pre-IFRS 16) continues to strengthen to 5.2%
(2023: 4.0%)

·      Strong conversion of EBITDA to Operating cash reflecting quality
of earnings

·      Cash conversion at 119% of EBITDA (2023: 117%)

·      Average daily net cash of £66.4m (2023: £57.4m)

·      Normalised diluted EPS up 68% to 22.84p (2023: 13.63p) driven by
profit growth and augmented by a 12% reduction in the shares in issue over the
last twelve months

·      Interim dividend of 4.75p (2023: 3.70p), an increase of 28%,
reflecting continued strong cash performance and Board's confidence in future
prospects

·      Completed third share buyback programme; £20.0m cash
consideration, 5.6m shares at an average price of 359p, bringing the total of
cash returned via buybacks to £53m since May 2023

·      Further Employee Benefit Trust ('EBT') purchases; £6.2m of cash
consideration, 1.7m shares at an average price of 365p

                              H1 2024   H1 2023   Change %
 Revenue                      £580.0m   £525.6m   +10%
 Statutory profit before tax  £30.5m    £21.2m    +44%
 Statutory diluted EPS        23.12p    14.09p    +64%
 Normalised diluted EPS*      22.84p    13.63p    +68%
 Interim dividend per share   4.75p     3.70p     +28%
 Average daily net cash*      £66.4m    £57.4m    +16%

 

* - see Alternative Performance Measures for definitions and reconciliation to
statutory measures

 

Operational Highlights

·    Sustained high levels of customer satisfaction 90% (FY23: 90%)

·    Further progress in employee engagement and workforce retention

·    Positive momentum in bidding pipeline underpins organic growth
strategy

o  Securing the award of the new North Lanarkshire Council ('NLC') contract.
The new contract opportunity is for a minimum of eight years and is expected
to deliver annual revenues of over £125m, a significant increase on the
previous contract

·      Solid progress in supporting clients in securing grants through
the Social Housing Decarbonisation Fund ('SHDF'). To date, the Group has
secured over £50m of funding through Waves 1 and 2, including £10m of
funding secured during the first half. The Group is currently submitting
applications in respect of Wave 3 and is well positioned

 

Current trading and outlook

·    The positive momentum achieved in the first six months of 2024 has
continued into the second half. The Board now anticipates revenue for the full
year of approximately £1.1bn, with adjusted profit before tax in a range of
£53m-£55m, ahead of current market expectations.

·    Whilst the Board remains cautious around the expected normalisation
of Management-led activities, the enhanced operational and commercial focus is
driving improvements to the underlying business to mitigate the profit impact
from any revenue reduction in FY25 and beyond.

 

Lucas Critchley, Chief Executive Officer of the Group, commented:

"Trading in the first half has been excellent across the Group and is
reflected in a strong set of interim numbers.  We have made good progress in
the first half, with a focus on developing and broadening the range of
services we offer to clients. In addition, an increased operational focus,
making fuller use of the Group's IT system capabilities, is resulting in
operational and commercial improvements, and is evident in the continued
progress in operating margins."

 

Certain information contained in this announcement would have constituted
inside information (as defined by Article 7 of Regulation (EU) No 596/2014)
("MAR") prior to its release as part of this announcement and is disclosed in
accordance with the Company's obligations under Article 17 of those
Regulations.

 For further information, contact:

 Mears Group PLC                     Tel: +44(0)1452 634 600
 Andrew Smith
 Lucas Critchley

 Deutsche Numis                      Tel: +44(0)207 260 1000
 Julian Cater
 Kevin Cruickshank

 Panmure Liberum                     Tel: +44(0)20 3100 2000
 Tom Scrivens
 James Sinclair-Ford

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

About Mears

Mears is a leading provider of services to the Housing sector, providing a
range of services to individuals within their homes. We manage and maintain
around 450,000 homes across the UK and work predominantly with Central
Government and Local Government, typically through long-term contracts. We
equally consider the residents of the homes that we manage and maintain to be
our customers, and we take pride in the high levels of customer satisfaction
that we achieve.

Mears currently employs over 5,000 people and provides services in every
region of the UK. In partnership with our Housing clients, we provide property
management and maintenance services. Mears has extended its activities to
provide broader housing solutions to solve the challenge posed by the lack of
affordable housing and to provide accommodation and support for the most
vulnerable.

We focus on long-term outcomes for people rather than short-term solutions and
invest in innovations that have a positive impact on people's quality of life
and on their communities' social, economic, and environmental wellbeing. Our
innovative approaches and market leading positions are intended to create
value for our customers and the people they serve while also driving
sustainable financial returns for our providers of capital, especially our
shareholders.

 

 

 

 

INTERIM STATEMENT

 

INTRODUCTION

 

The Board is delighted to report another strong period of trading. The Group
has continued to deliver strong operational performance, and it is pleasing to
see this evident in excellent financial results. Our singular focus on
Housing, underpinned by an extensive knowledge and understanding of the
market, and a strong empathy for our service users and tenants, is a positive
and enables the Group to continue developing its services. The Group has
benefited over many years from its market-leading, proprietary IT system and
this is an area where we are continuing to invest, recognising that
enhancement of the system's functionality is required to support a broader
service offering to our clients and to increase the addressable market
opportunity.

 

 

OPERATING REVIEW

 

                                             H1 2024  H1 2023  FY 2023

                                             £m       £m       £m
 Revenue
 Maintenance-led                             280.1    271.6    543.3
 Management-led                              299.9    251.7    543.3
 Development                                 -        2.3      2.7
 Total                                       580.0    525.6    1,089.3

 Operating profit measures:
 Statutory operating profit                  34.2     23.7     52.2
 Adjusted operating profit (pre-IFRS 16)(*)  30.3     20.8     51.4
 Operating profit margin (pre-IFRS 16)(*)    5.2%     4.0%     4.7%

 Profit before tax measures:
 Statutory profit before tax                 30.5     21.2     46.9

 

* - see Alternative Performance Measures for definitions and reconciliation to
statutory measures

 

It is particularly encouraging to see strong financial performance in all
areas of the business.  Group revenues increased to £580m, an increase of
10%, all organic. Operating margin (pre IFRS 16) was also up strongly at 5.2%
(2023: 4.0%) and profit before tax was £30.5m, an increase of 44% (2023:
£21.2m).

 

The Group continues to see an elevated level of revenue in its Management-led
activities, predominantly driven by immigration-related services. As expected,
the run-rate stepped down late in the first half, which will be fully
reflected in the second-half trading. However, revenues remain at levels that
are above those originally envisaged and it remains hard to predict when this
will reduce to a normalised level. The normalisation has been slower than
expected and the Group is focussed on maintaining operating margins through a
period where it will be rebalancing the property portfolio used to house
service users.

 

The Group has seen an extension to the services that it delivers to the MOD,
with a new workstream linked to the Afghan Resettlement Accommodation
Programme, aiding those individuals and their families who assisted the UK
Government, supporting them in their relocation and with accommodation. The
mobilisation commenced late in FY23 and went live at the start of FY24 and it
is expected that Mears will deliver this service over the next three years.

Securing the award of the new North Lanarkshire Council ('NLC') contract was a
particular highlight of the first half. The previous contract was already the
Group's largest Maintenance-led contract and, as such, a key contract
retention target for the Group. Mears has worked closely with NLC since 2012,
with a shared commitment to deliver excellent services to residents. Contract
performance had been consistently high. Mears, following a tender process
which ran for over two years, was identified as the only viable bidder that
could deliver against the Council's ambitious vision. The new contract
opportunity is expected to deliver annual revenues of over £125m, doubling
the revenues delivered under the former contract. The contract runs for a
minimum of eight years, plus a further four years subject to extensions. The
new contract will see the Group providing reactive maintenance, statutory
compliance, servicing and inspection services, as well as programmes of
planned works to the Council's housing assets (approximately 37,000 homes) and
corporate assets (approximately 1,200 buildings).

 

With the exception of the NLC tender, the first half has been a quiet period
for new contract bidding. The Group was pleased to renew its contract with
Medway Council, a relationship held since 2010. The new contract will see the
Group providing reactive maintenance, voids, planned and energy works to the
Council's housing stock of over 3,000 units. The new contract, with a base
contract length of six years (and up to 12 years subject to extension),
carries an increased annual value of £7m.

The Group has previously stated that it expected 2025 to be a busy period of
re-bidding, with several existing contracts expiring during that year. It is
positive therefore that a number of these contracts have now been extended
beyond 2025, reducing the potential distraction from such a high number of
rebids in a single period.

 

There was one new bidding opportunity where the Group had considered itself to
be well placed, which was not converted; whilst the Group scored well in terms
of its quality submission, the pricing was at a level which was not
acceptable. The Group will continue to maintain a disciplined bidding approach
and will not compromise on pricing, remaining focused on delivering an
operating margin of over 5%.

 

Management has stated its ambition to see the Group operating margin return to
its historical level and has previously detailed the various steps taken to
deliver margin improvements, including exiting certain low margin contracts,
adopting an increasingly disciplined approach to new contract bidding, and
driving commercial improvements. This enabled the headline pre-IFRS 16
operating profit margin to pass through the 5.0% level in the period.  Whilst
the underlying performance of the business has strengthened over recent years,
the elevated Management-led revenues naturally bring economies of scale and
high overhead absorption. The focus of the Board is to maintain the operating
margin at this higher level once the current Management-led revenues have
normalised.

 

The business has introduced a reinvigorated commercial review process across
the core business which places increased emphasis upon fully utilising the
Mears Contract Management ('MCM') frontline system and ensuring strict
adherence to business processes, measured by a focussed set of key performance
measures. Whilst the commercial review process has enforced a strict regime of
compliance with business processes, it has been very pleasing to see the
extent to which this process has been embraced by local branch managers.
Visible improvements, both financial and non-financial, are being delivered
across every branch, while sustaining key elements of local autonomy.

 

Over recent years, Mears created an end-to-end decarbonisation service to
support clients with the huge challenge of improving social housing stock. The
Group has continued to perform well in supporting clients in securing grants
through the SHDF. The original Government commitment was to provide £3.8bn of
funding over a 10-year period and is released in 'waves' over that period. To
date, c. £1.0bn of funding has been awarded, of which Mears has secured over
£50m of matched funding for its clients, which typically makes-up around 40%
of the project value. Mears will deliver around £120m of decarbonisation and
retrofit works through 2024 and 2025.  The figures quoted include works
secured with Eastbourne Homes, Thurrock Borough Council and Gentoo during the
first half, accounting for in excess of £20m of retrofit works. The next
tranche of SHDF funding, Wave 3, is estimated to be £1.25bn, and will
underpin the Group's decarbonisation activity in 2026 to 2028. The acquisition
of IRT in 2022 has been a significant factor in the excellent progress made in
securing opportunities in this area.

 

DELIVERING OUR STRATEGY

 

During the first half, the Group has placed particular emphasis towards
delivering long-term growth to its Maintenance-led activities which has been
one area where the Group has fallen short of its previously stated ambitions.
The Group is extending its service capabilities to areas such as asset
management and compliance where there is a significant and growing market
opportunity, driven by increasing regulation. In addition, the Group is also
expanding its capacity to support the increasing opportunities around retrofit
and other associated planned works. The first half has seen an acceleration of
investment in the Group's front-line IT platform, MCM, to support this
expansion in services.

 

During the first half, there has been significant focus placed on updating the
Group's long-term Strategic Plan. This review is ongoing and whilst it is too
early to communicate the finer detail, the focus thus far has been upon
evolving the business to strengthen Mears' capability to deliver revenue and
margin growth within our core business, underpinned by the capabilities and
resilience of the Group's best-in-class IT system.

 

No strategic plan can be successfully delivered without a team with both the
right skills and capabilities, and a cultural alignment to Mears' values. The
focus and investment that the Group has placed in its workforce over several
years is vital now, and the Group will continue to invest in this area.

 

The senior team at Mears have engaged over many years with a greater number of
MPs (including prospective MPs) representing the communities in which we
serve. A change in Central Government does not detract from this open and
transparent way of supporting, listening and communicating with our
communities. Relationships do not get created on the back of a singular event
or change. The Group recognises that a change of Government will bring new
ideas and policies which may impact on the services provided by the Group,
however importantly, Mears already holds many positive relationships within
the new Government, which has a good understanding of Mears' service
capability and values.

 

CASH FLOW AND WORKING CAPITAL MANAGEMENT

 

The Group has continued to deliver a strong cash performance, with conversion
of EBITDA to operating cash in the first six months of 119% (2023: 117%), a
closing adjusted net cash balance of £107.3m (H1 2023: £117.1m, FY23:
£109.1m) and, of most significance, an average daily net cash balance of
£66.4m (H1 2023: £57.4m, FY23: £76.5m). The strength of the Group's
operating cash flows reflects both the underlying quality of the earnings, and
the Group's operating systems which underpin a strong cash culture.

 

                                  H1 2024  H1 2023  FY 2023

£'000
£'000

                                                    £'000
 Average daily adjusted net cash  66,399   57,425   76,515
 Adjusted net cash at period end  107,264  117,138  109,147

 

DIVIDEND AND CAPITAL ALLOCATION

 

Given the excellent trading performance of the Group in the first half,
coupled with continued strong cash performance, the Board is pleased to
declare an interim dividend of 4.75p (H1 2023: 3.70p; FY23 full year: 13.00p)
reflecting its confidence in the prospects of the Company. This interim
dividend is in line with the Board's stated progressive dividend policy.

 

 

As reported previously, the Group has utilised its Balance Sheet strength to
fund property acquisitions to support the urgent requirement for additional
properties within the Asylum Accommodation and Support Contract ('AASC')
contract. The Group purchased properties in FY23 for a cash cost of £22.1m.
At 30 June, the Group had invested a further £15.6m. The Board anticipates
selling the bulk of properties purchased in 2023 as part of a sale and
leaseback transaction, enabling the Group to recycle those monies to acquire
further properties. Whilst it is not the Board's long-term desire to carry
property assets on the Group's Balance Sheet, this has been an important step
in delivering strong performance under the AASC contract and provides
shareholders with a solid return when taking a balanced view of the AASC
contract and a vital support for a key client.

 

In February 2024, the Board approved a return of surplus capital of up to £20
million to shareholders, and this was implemented through a buyback programme
of on-market purchases. This resulted in the purchase and cancellation of
5.58m ordinary 1p shares at an average price of 359p. Buybacks have reduced
the Group's ordinary share count over the last 18 months from 110.9m to 96.1m,
a reduction of 13%. In addition, during the first half year, the Directors
authorised the Employee Benefit Trust ('EBT') to purchase a further 1.70m
ordinary shares at an average price of 365p, for a total cash cost of £6.2m.
Since the half year end the EBT purchased a further 1.47m ordinary shares at
an average price of 369p, for a total cash cost of £5.4m. The EBT currently
holds 4.5m shares eliminating the need to issue new shares in respect of the
future exercise of share options.

 

WORKFORCE

 

The development of our workforce remains a strategic priority for the Group.
As such, we were pleased to maintain our position in the Best Companies survey
as one of the Best Big Companies to work for in the UK. The first half of the
year has also seen high levels of staff retention and where there are
vacancies, we have been successful in attracting high quality applicants to
the Group. We put particular emphasis on the recruitment of apprentices and
receive thousands of applications for the wide range of roles we have across
the Group. We continue to pay apprentices more than the required minimum
levels and we are investing towards making the overall apprentice programme
best-in-class in our industry.

We are proud of the progress we have made in supporting our workforce around
mental health and wellbeing. We benchmarked our workforce with the mental
health charity MIND in the first half of 2024 and were pleased to receive a
Silver Award, despite this being the first year we have had this important
and independent verification. This is obviously helpful to the Group, given
the often stressful and difficult challenges faced by Mears staff in
delivering our services.

We continue to evolve our structure to support the delivery of the Strategic
Plan. We envisage a significant further investment in staff at all levels. We
are confident this will further strengthen the Group and support the
broadening of our service offer, ensuring that we have the expertise and
capacity to support business development and operational delivery.

 

ESG

 

We have a very clear ESG plan, which reflects our ambition to be seen as the
responsible partner to the public sector. The first half of 2024 has seen the
development of the transition plan for our vehicle fleet to EV by 2030. As the
Fleet accounts for around 90% of our carbon emissions, this is obviously an
important focus of our carbon reduction strategy.

We remain proud of the fantastic work our people do in our communities every
day. While we commit to all our staff having two days of volunteering per
year, many of our staff do much more, for which we remain very grateful.

 

OUTLOOK AND GUIDANCE

 

The Board is pleased with the strong trading performance and this momentum has
continued into the second half.

 

As anticipated, the elevated level of revenue in the Management-led segment
has already seen a reduction in the second half, although this remains at
levels above the Board's original expectations. The Board has a high level of
visibility for the remainder of 2024, anticipating revenue for the full year
of around £1.1bn and, given the strong first half performance and continuing
momentum, a profit before tax for the full year in a range of £53m-£55m. It
remains challenging for the Board to forecast beyond the current year as it is
hard to predict when the elevated Management-led activities will return to a
normal volume and property mix. The Group is working hard to address the
imbalance between the use of short-term contingency accommodation and the use
of long-term residential accommodation which will drive this reduction in
revenues.

 

In the Group's Maintenance-led activities, Mears is well positioned. The
success in securing the new North Lanarkshire contract will deliver growth in
the short-term. The political and economic drivers in the Social Housing
market play to Mears' strengths, and the Group continues to develop its
service offering to adapt to the changing demands and requirements of its
clients. This broader service offering will drive growth over the medium and
long-term.

 

A key focus for the senior management team has been the operating margin, and
the first half margin of 5.2% is a significant milestone. It is important that
the Group can continue to deliver an underlying margin of 5% (or higher) for
the long-term. Notwithstanding this, the Group's Balance Sheet strength
provides the business with the freedom to make additional investment to
deliver improvements to the business which will bring benefit over the
long-term, whilst recognising such operating expenditure can at times bring
some short-term margin dilution.

 

The new Strategic Plan will be finalised during the second half. This will
include a detailed review of the Group's capital allocation policy and plans
for any further additional returns to shareholders, and the Board looks
forward to updating the market on this in due course.

 

 

 

 

ALTERNATIVE PERFORMANCE MEASURES ('APM')

 

The Strategic Report includes both statutory and adjusted performance
measures. APMs are considered useful to stakeholders in assessing the
underlying performance of the business, adjusting for items that could distort
the understanding of performance in the year and between periods, and when
comparing the financial outputs to those of our peers. The APMs have been set
considering the requirements and views of the Group's investors and debt
funders among other stakeholders. The APMs and KPIs are aligned to the Group's
strategy.

These APMs should not be considered as a substitute for or superior to
International Financial Reporting Standards (IFRS) measures, and the Board has
endeavoured to report both statutory and alternative measures with equal
prominence throughout the Strategic Report and financial statements.

The APMs used by the Group are detailed below with an explanation as to why
management considers the APM to be useful in helping users to have a better
understanding as to the Group's underlying performance. A reconciliation is
also provided to map each non-IFRS measure to its IFRS equivalent.

(i)            Alternative profit measures

A reconciliation between the statutory profit measures and the alternative
adjusted measures for both 2024 and 2023 is detailed below.

                                                                  H1 2024  H1 2023   FY 2023

                                                                  £'000    £'000     £'000
 Profit before tax                                         30,507          21,188    46,918
 IFRS 16 profit impact                                     1,911           1,337     9,093
 Finance income (non-IFRS 16)                              (2,085)         (1,692)   (4,655)
 Adjusted Operating profit pre-IFRS 161                    30,333          20,833    51,356
 Amortisation of software and acquisition intangibles      1,164           882       1,879
 Depreciation and loss on disposal (non-IFRS 16)3          4,627           2,678     7,385
 Adjusted EBITDA pre-IFRS 161                              36,124          24,393    60,620
 IFRS 16 profit impact                                     (1,911)         (1,337)   (9,093)
 Finance costs (IFRS 16)                                   5,807           4,164     9,898
 Depreciation, loss on disposal and impairment (IFRS 16)2  29,391          23,984    56,951
 EBITDA post-IFRS 161                                      69,411          51,204    118,376
 Amortisation of software and acquisition intangibles      (1,164)         (882)     (1,879)
 Depreciation, loss on disposal and impairment (IFRS 16)2  (29,391)        (23,984)  (56,951)
 Depreciation and loss on disposal (non-IFRS 16)3          (4,627)         (2,678)   (7,385)
 Adjusted Operating profit post-IFRS 161                   34,229          23,660    52,161

 

1    Operating profit and EBITDA measures include share of profits of
associates.

2    Includes profit on disposal of £262,000 (H1 2023: £nil, FY 2023:
£180,000) and impairment of £800,000 (H1 2023: £nil, FY 2023: £6,223,000).

3    Includes profit on disposal of £nil (H1 2023: £80,000, FY 2023: loss
of £101,000).

 

(ii)           Adjusted operating margin (%) measure

                                        H1 2024  H1 2023  FY 2023

                                        £'000    £'000    £'000
 Revenue                                580,043  525,641  1,089,327
 Adjusted operating profit pre IFRS 16  30,333   20,833   51,356
 Adjusted operating margin %            5.2%     4.0%     4.7%

 

A reconciliation detailing the IFRS 16 profit impact is detailed below:

 

                                                                   H1 2024   H1 2023   FY 2023

                                                                   £'000     £'000     £'000
 Charge to income statement on a post-IFRS 16 basis                (34,399)  (28,148)  (60,626)
 Charge to income statement on a pre-IFRS 16 basis                 (33,288)  (26,811)  (57,756)
 Profit impact from the adoption of IFRS 16 and before impairment  (1,111)   (1,337)   (2,870)
 Impairment of right of use assets                                 (800)     -         (6,223)
 Profit impact from the adoption of IFRS 16                        (1,911)   (1,337)   (9,093)

 

 

 

(iii)          Normalised diluted earnings per share (EPS)

 

The alternative earnings measure is adjusted to reflect a full corporation tax
charge of 25.0% (2023: 23.5%). The Directors believe this aids consistency
when comparing to historical results and provides less incentive for the Group
to participate in artificial schemes where the primary intention is to reduce
the tax charge. A reconciliation between the statutory measure for profit for
the year attributable to shareholders before and after adjustments for both
basic and diluted EPS is:

                                        H1 2024  H1 2023  FY 2023

                                        p        p        p
 Diluted earnings per share             23.12    14.09    31.94
 Effect of full tax charge adjustment   (0.28)   (0.46)    (0.70)
 Normalised diluted earnings per share  22.84    13.63    31.24

 

                                      H1 2024  H1 2023  FY 2023

                                      £'000    £'000    £'000
 Profit attributable to shareholders  22,725   15,996   35,204
 Full tax adjustment                  (269)    (520)    (768)
 Normalised earnings                  22,456   15,476   34,436

 

(iv)          Adjusted net cash measure

 

The Group excludes the financial impact of IFRS 16 from its adjusted net cash
measure. This adjusted net cash measure has been introduced to align the net
borrowing definition to the Group's banking covenants, which are required to
be stated before the impact of IFRS 16. Whilst it is pleasing to report a
strong cash position at the year end, of much greater significance is the
performance throughout the period. The average daily adjusted net cash is a
simple average utilising the closing adjusted net cash at the end of each day,
and divided by the number of calendar days in the period.

The Group does not recognise lease obligations as traditional debt instruments
given a significant proportion of these leases have break provisions which
allow the Group to cancel the associated lease obligation with minimal
associated cost. A reconciliation between the reported net debt and the
adjusted measure is detailed below:

                                                 H1 2024    H1 2023    FY 2023

                                                 £'000      £'000      £'000
 Cash and cash equivalents                       107,264    116,138    138,756
 Short-term financial assets                     -          1,000      7,090
 Overdrafts and other credit facilities          -          -          (36,699)
 Adjusted net cash                               107,264    117,138    109,147
 Lease liabilities (current)                     (51,416)   (45,645)   (54,492)
 Lease liabilities (non-current)                 (209,634)  (183,421)  (199,948)
 Net debt (including IFRS 16 lease obligations)  (153,786)  (111,928)  (145,293)

 

(v)           Cash conversion % measure

 

In addition to the average daily net cash measure, the Group also measures the
cash inflow from operating activities as a proportion of EBITDA and this cash
conversion percentage is a key performance measure, reflecting the Group's
ability to convert profit into cash. The Board targets a measure of more than
90%, and performance that is greater than 100% is considered outstanding. The
strength of the Group's operating cash flows reflects both the underlying
quality of the earnings, and the Group's operating systems which underpin a
strong cash culture.

 

                                        H1 2024  H1 2023  FY 2023

                                        £'000    £'000    £'000
 EBITDA                                 69,411   51,204   118,375
 Cash inflow from operating activities  82,489   59,847   145,223
 Cash conversion %                      119%     117%     123%

 

 

Half-year condensed consolidated statement of profit or loss

For the six months ended 30 June 2024

                                                   Note  Six months ended 30 June 2024 (unaudited) £'000   Six months ended 30 June 2023 (unaudited)  Year

£'000

                                                                                                                                                       ended 31 December 2023

                                                                                                                                                      (audited)

£'000
 Continuing operations
 Sales revenue                                     3     580,043                                           525,641                                    1,089,327
 Cost of sales                                           (447,310)                                         (422,094)                                  (870,557)
 Gross profit                                            132,733                                           103,547                                    218,770
 Administrative expenses                                 (99,137)                                          (80,129)                                   (167,096)
 Operating profit                                        33,596                                            23,418                                     51,674
 Share of profits of associates                          633                                               241                                        486
 Finance income                                    5     2,526                                             2,274                                      5,939
 Finance costs                                     5     (6,248)                                           (4,745)                                    (11,181)
 Profit for the period before tax                        30,507                                            21,188                                     46,918
 Tax expense                                       6     (7,358)                                           (4,488)                                    (10,258)
 Profit for the period from continuing operations        23,149                                            16,700                                     36,660
 Attributable to:
 Owners of Mears Group PLC                               22,725                                            15,996                                     35,204
 Non-controlling interest                                424                                               704                                        1,456
 Profit for the period                                   23,149                                            16,700                                     36,660
 Earnings per share
 Basic                                             8     23.63p                                            14.43p                                     32.90p
 Diluted                                           8     23.12p                                            14.09p                                     31.94p

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated statement of comprehensive income

For the six months ended 30 June 2024

                                                                               Note  Six months ended 30 June 2024  Six months ended 30 June 2023  Year

                                                                                     (unaudited) £'000              (unaudited)                    ended 31 December 2023

£'000

                                                                                                                                                   (audited)

£'000
 Profit for the period                                                               23,149                         16,700                         36,660
 Other comprehensive income:
 Which will not be subsequently reclassified to the Consolidated Statement of
 Profit or Loss:
 Actuarial gain/(loss) on defined benefit pension scheme                             411                            (491)                          (5,521)
 Pension guarantee asset movements in respect of actuarial gain                      -                              -                              (408)
 (Decrease)/increase in deferred tax asset in respect of defined benefit             (103)                          123                            1,482
 pension schemes
 Other comprehensive income for the period                                           308                            (368)                          (4,447)
 Total comprehensive income for the period                                           23,457                         16,332                         32,213
 Attributable to:
 Owners of Mears Group PLC                                                           23,033                         15,628                         30,757
 Non-controlling interest                                                            424                            704                            1,456
 Total comprehensive income for the period                                           23,457                         16,332                         32,213

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated balance sheet

As at 30 June 2024

                                                                   Note  As at 30                       As at 30                       As at 31 December 2023 (audited)

£'000
                                                                         June 2024 (unaudited) £'000    June 2023 (unaudited) £'000
 Assets
 Non-current
 Goodwill                                                                121,868                        121,868                        121,868
 Intangible assets                                                       6,552                          7,475                          7,046
 Property, plant and equipment                                           51,930                         27,353                         38,533
 Right of use assets                                                     237,868                        215,548                        233,649
 Investments                                                             1,108                          917                            622
 Loan notes                                                              4,669                          4,265                          4,458
 Pension and other employee benefits                               16    21,577                         23,181                         19,835
 Pension guarantee assets                                          16    -                              3,136                          -
                                                                         445,572                        403,743                        426,011
 Current
 Inventories                                                       9     792                            7,801                          1,463
 Trade and other receivables                                       10    133,190                        125,668                        126,690
 Short-term financial assets                                             -                              1,000                          7,090
 Cash and cash equivalents                                               107,264                        116,138                        138,756
                                                                         241,246                        250,607                        273,999
 Total assets                                                            686,818                        654,350                        700,010
 Equity
 Equity attributable to the shareholders of Mears Group PLC
 Called up share capital                                           14    961                            1,098                          1,016
 Share premium account                                                   2,537                          82,489                         2,332
 Share-based payment reserve                                             2,184                          2,101                          1,883
 Treasury shares                                                         (9,517)                        -                              (5,122)
 Merger reserve                                                          7,971                          7,971                          7,971
 Retained earnings                                                       182,467                        123,527                        189,428
 Total equity attributable to the shareholders of Mears Group PLC        186,603                        217,186                        197,508
 Non-controlling interest                                                3,372                          2,196                          2,948
 Total equity                                                            189,975                        219,382                        200,456
 Liabilities
 Non-current
 Pension and other employee benefits                               16    52                             3,136                          172
 Deferred tax liabilities                                                3,340                          4,744                          2,905
 Lease liabilities                                                       209,634                        183,421                        199,948
 Other non-current liabilities                                           -                              745                            -
 Non-current provisions                                            12    7,713                          3,110                          9,785
                                                                         220,739                        195,156                        212,810

 

 Current
 Overdraft and other short-term borrowings      -        -        36,699
 Trade and other payables                   11  214,377  184,006  187,035
 Lease liabilities                              51,416   45,645   54,492
 Provisions                                 12  9,368    9,830    8,406
 Current tax liabilities                        943      331      112
 Current liabilities                            276,104  239,812  286,744
 Total liabilities                              496,843  434,968  499,554
 Total equity and liabilities                   686,818  654,350  700,010

 

The accompanying notes form an integral part of these condensed consolidated
financial statements.

 

Half-year condensed consolidated cash flow statement

For the six months ended 30 June 2024

                                                                    Note   Six months ended 30 June 2024 (unaudited) £'000     Six months ended 30 June 2023 (unaudited)    Year ended 31 December 2023

£'000

                                                                                                                                                                           (audited)

£'000
 Operating activities
 Result for the period before tax                                         30,507                                              21,188                                       46,918
 Adjustments                                                        15    39,032                                              30,657                                       71,253
 Change in inventories                                                    671                                                 (923)                                        5,416
 Change in trade and other receivables                                    (6,887)                                             2,669                                        1,290
 Change in trade, other payables and provisions                           19,166                                              6,256                                        20,346
 Cash inflow from operating activities before taxation                    82,489                                              59,847                                       145,223
 Taxes paid                                                               (6,775)                                             (3,729)                                      (9,330)
 Net cash inflow from operating activities                                75,714                                              56,118                                       135,893
 Investing activities
 Additions to property, plant and equipment                               (19,497)                                            (9,861)                                      (24,347)
 Additions to other intangible assets                                     (792)                                               (931)                                        (1,499)
 Proceeds from disposals of property, plant and equipment                 -                                                   17                                           17
 Distributions from associates                                            147                                                 596                                          1,135
 Movement in short-term cash deposits held for investment purposes        7,090                                               963                                          (5,127)
 Interest received                                                        2,126                                               1,397                                        4,167
 Net cash inflow/(outflow) from investing activities                      (10,926)                                            (7,819)                                      (25,654)
 Financing activities
 Proceeds from share issue                                                206                                                 139                                          2,557
 Proceeds from distribution of shares from treasury                       6                                                   -                                            -
 Purchase of own shares                                                   (26,261)                                            (3,258)                                      (37,887)
 Net cash flow from other credit facilities                               (11,244)                                            -                                            11,244
 Discharge of lease liabilities                                           (27,001)                                            (22,456)                                     (48,149)
 Interest paid                                                            (6,531)                                             (4,724)                                      (11,081)
 Dividends paid - Mears Group shareholders                                -                                                   -                                            (11,760)
 Net cash outflow from financing activities                               (70,825)                                            (30,299)                                     (95,076)
 Cash and cash equivalents, beginning of period                           113,301                                             98,138                                       98,138
 Net increase/(decrease) in cash and cash equivalents                     (6,037)                                             18,000                                       15,163
 Cash and cash equivalents, end of period                                 107,264                                             116,138                                      113,301

All results are in respect of continuing operations.

The accompanying notes form an integral part of these condensed consolidated
financial statements.

Half-year condensed consolidated statement of changes in equity

For the six months ended 30 June 2024 (unaudited)

                                                       Attributable to equity shareholders of the Company
                                             Share     Share        Share-       Treasury shares  Merger       Retained     Non-          Total

capital
premium
based

reserve
earnings
controlling
equity

account
payment      £'000

interest

                                             £'000

reserve                      £'000        £'000
             £'000
                                                       £'000
                                                       £'000
                                                                    £'000
 At 1 January 2023                           1,110     82,351       1,801        -                7,971        119,100      1,492         213,825
 Net result for the period                   -         -            -            -                -            15,996       704           16,700
 Other comprehensive income                  -         -            -            -                -            (368)        -             (368)
 Total comprehensive income for the period   -         -            -            -                -            15,628       704           16,332
 Issue of shares                             1         138          -            -                -            -            -             139
 Cancellation of shares                      (13)      -            -            -                -            (3,245)      -             (3,258)
 Share options - value of employee services  -         -            300          -                -            -            -             300
 Dividends                                   -         -            -            -                -            (7,956)      -             (7,956)
 At 30 June 2023                             1,098     82,489       2,101        -                7,971        123,527      2,196         219,382

 At 1 January 2024                           1,016     2,332        1,883        (5,122)          7,971        189,428      2,948         200,456
 Net result for the period                   -         -            -            -                -            22,725       424           23,149
 Other comprehensive income                  -         -            -            -                -            308          -             308
 Total comprehensive income for the period   -         -            -            -                -            23,033       424           23,457
 Issue of shares                             1         205          -            -                -            -            -             206
 Purchase of treasury shares                 -         -            -            (6,265)          -            -            -             (6,265)
 Cancellation of shares                      (56)      -            -            -                -            (19,940)     -             (19,996)
 Share options - value of employee services  -         -            1,050        -                -            -            -             1,050
 Share options - exercised or lapsed         -         -            (749)        1,870            -            (1,115)      -             6
 Dividends                                   -         -            -                             -            (8,939)      -             (8,939)
 At 30 June 2024                             961       2,537        2,184        (9,517)          7,971        182,467      3,372         189,975

 

The accompanying notes form an integral part of these condensed consolidated
financial statements.

Notes to the half-year condensed consolidated financial statements

For the six months ended 30 June 2024

1. Corporate information

Mears Group PLC is a public limited company incorporated in England and Wales
whose shares are publicly traded. The half-year condensed consolidated
financial statements of the Company and its subsidiaries for the six months
ended 30 June 2024 were authorised for issue in accordance with a resolution
of the Directors on 7 August 2024.

2. Basis of preparation and accounting principles
(a) Basis of preparation

The financial information comprises the unaudited results for the six months
ended 30 June 2024 and 30 June 2023, together with the audited results for the
year ended 31 December 2023. The half-year condensed consolidated financial
statements for the six months ended 30 June 2024 have been prepared in
accordance with the Disclosure and Transparency Rules of the Financial Conduct
Authority, with IAS 34 'Interim Financial Reporting', as contained in
UK-adopted international accounting standards. The half-year condensed
consolidated financial statements do not include all the information and
disclosures required in the annual financial statements and should be read in
conjunction with the Group's annual financial statements as at 31 December
2023, which have been prepared in accordance with United Kingdom adopted
International Accounting Standards in conformity with the requirements of the
Companies Act 2006.

This half-year condensed consolidated financial information does not comprise
statutory accounts within the meaning of Section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2023 were approved by
the Board of Directors on 10 April 2024. Those accounts, which contained an
unqualified audit report under Section 495 of the Companies Act 2006, have
been delivered to the Registrar of Companies in accordance with Section 441 of
the Companies Act 2006.

The half-year condensed consolidated financial statements for the six months
ended 30 June 2024 have not been audited or reviewed by an auditor pursuant to
the Auditing Practices Board guidance on the Review of Interim Financial
Information.

There have been no significant changes to estimates of amounts reported in
prior financial years.

Going concern

The Directors consider that, as at the date of approving the interim financial
statements, there is a reasonable expectation that the Group and Company have
adequate resources to continue in operational existence for the period to at
least 30 September 2025. When making this assessment, management considers
whether the Group will be able to maintain adequate liquidity headroom above
the level of its borrowing facilities and to operate within the financial
covenants applicable to those facilities which will be measured at 31 December
2024 and 30 June 2025. As at 30 June 2024 and 7 August 2024, the Group had
£70m of committed borrowing facilities of which none was drawn. The principal
borrowing facilities are subject to covenants as detailed on page 42 of the
2023 Annual Report. The nature of the principal risks and uncertainties faced
by the Group has not changed significantly from those set out on pages 50 to
53 of the 2023 Annual Report and are not expected to change over the next 12
months. The Group has modelled its cash flow outlook for the period to 30
September 2025 and the forecasts indicate significant liquidity headroom will
be maintained above the Group's borrowing facilities and that financial
covenants will be met throughout the period. The Group's existing debt
facilities run to December 2026.

The Group has carried out stress tests against the base case to determine the
performance levels that would result in a breach of covenants or a reduction
of headroom against its borrowing facilities to £nil. Further detail
regarding the Group's stress testing is provided on pages 43 and 44 of the
2023 Annual Report and the same scenarios were modelled to support the
assessment of the Directors in this interim statement. After making these
assessments, the Directors believe any scenario or combination of scenarios
which could cause the business to no longer be a going concern to be
implausible. The Directors have a reasonable expectation that the Company and
its subsidiaries have adequate resources to continue in operational existence
until 30 September 2025. Accordingly, they continue to adopt the going concern
basis in preparing the interim statement.

(b) Significant accounting policies

The accounting policies adopted in the preparation of the half-year condensed
consolidated financial statements are consistent with those followed in the
preparation of the Group's annual financial statements for the year ended 31
December 2023.

 

3. Revenue

The Group's revenue disaggregated by pattern of revenue recognition is as
follows:

                                        Six months ended 30

                                        June 2024            Six months ended 30

                                        (unaudited)          June 2023

£'000
(unaudited)

£'000
 Revenue from contracts with customers
 Repairs and maintenance                234,772              237,194
 Contracting                            34,446               31,485
 Property income                        286,809              231,009
 Care services                          10,684               9,909
 Other                                  358                  642
                                        567,069              510,239
 Lease income                           12,974               15,402
                                        580,043              525,641

4. Segment reporting

Segment information is presented in respect of the Group's operating segments
based on the format that the Group reports to its chief operating decision
maker for the purpose of allocating resources and assessing performance.

                                       Six months ended 30 June 2024                Six months ended 30 June 2023
                                                 Maintenance  Management  Total             Maintenance  Management  Development  Total

                                                 £'000        £'000       £'000             £'000        £'000       £'000        £'000
 Revenue                                         280,077      299,966     580,043           271,628      251,680     2,333        525,641
 Impairment of right of use assets               -            (800)       (800)             -            -           -            -
 Profit/(loss) before tax                        9,216        21,291      30,507            11,085       10,120      (17)         21,188
 Tax expense                                                              (7,358)                                                 (4,488)
 Profit for the year                                                      23,149                                                  16,700

 

5. Finance income and finance costs
                                                                   Six months ended 30  Six months ended 30

                                                                   June 2024            June 2023

(unaudited)
                                                                   (unaudited)
£'000

£'000
 Interest charge on overdrafts and loans                           (343)                (334)
 Interest on lease obligations                                     (5,808)              (4,165)
 Other interest expense                                            (92)                 (246)
 Finance costs on bank loans, overdrafts and leases                (6,243)              (4,745)
 Interest charge on net defined benefit scheme obligations         (5)                  -
 Total finance costs                                               (6,248)              (4,745)
 Interest income resulting from short-term bank deposits           1,850                1,470
 Interest income resulting from net defined benefit scheme assets  463                  583
 Other interest income                                             213                  221
 Finance income                                                    2,526                2,274
 Net finance charge                                                (3,722)              (2,471)

 

 

6. Tax expense

Tax recognised in the Consolidated Statement of Profit or Loss:

                                                                                 Six months ended 30  Six months ended 30

                                                                                 June 2024            June 2023

                                                                                 (unaudited)          (unaudited)

£'000
£'000
 United Kingdom corporation tax                                                  7,606                4,519
 Adjustment in respect of previous periods                                       -                    -
 Total current tax charge recognised in Consolidated Statement of Profit         7,606                4,519
 or Loss
 Total deferred taxation recognised in Consolidated Statement of Profit or Loss  (248)                (31)
 Total tax charge recognised in Consolidated Statement of Profit or Loss         7,358                4,488

7. Dividends
                                         Six months ended 30  Six months ended 30

                                         June 2024            June 2023

                                         (unaudited)          (unaudited)

£'000
£'000
 Final 2023 dividend of 9.30p per share  8,939                7,956

The dividend disclosed within the half year condensed consolidated statement
of changes in equity represents the final 2023 dividend of 9.30p per share
proposed in the 31 December 2023 financial statements and approved at the
Group's Annual General Meeting on 13 June 2024.

The Board is recommending an interim dividend of 4.75p (2023: 3.70p) per
share. This is not recognised as a liability at 30 June 2024 and will be
payable on 3 October 2024 to shareholders on the register of members at the
close of business on 13 September 2024. The shares will go ex-dividend on 12
September 2024.

8. Earnings per share
                                             Six months ended 30  Six months ended 30

                                             June 2024            June 2023

                                             (unaudited)          (unaudited)

                                             p                    p
 Basic earnings per share                    23.63                14.43
 Diluted earnings per share                  23.12                14.09

All results relate to continuing activities. The calculation of EPS is based
on a weighted average of ordinary shares in issue during the period. The
diluted EPS is based on a weighted average of ordinary shares calculated in
accordance with IAS 33 'Earnings per Share', which assumes that all dilutive
options will be exercised. IAS 33 defines dilutive options as those whose
exercise would decrease earnings per share or increase loss per share from
continuing operations.

                                                                               Six months ended 30  Six months ended 30

                                                                               June 2024            June 2023

                                                                               (unaudited)          (unaudited)

                                                                               Million              Million
 Weighted average number of shares in issue:                                   96.16                110.86
 ·      Dilutive effect of share options                                       2.15                 2.67
 Weighted average number of shares for calculating diluted earnings per share  98.31                113.53

 

 

9. Inventories
                            As at 30      As at 30      As at 31 December

                            June 2024     June 2023     2023

                            (unaudited)   (unaudited)   (audited)

£'000
£'000
                            £'000
 Materials and consumables  792           982           1,463
 Work in progress           -             6,819         -
                            792           7,801         1,463

10. Trade and other receivables
                                    As at 30      As at 30      As at 31 December

                                    June 2024     June 2023     2023

                                    (unaudited)   (unaudited)   (audited)

£'000
£'000
                                    £'000
 Trade receivables                  19,915        20,082        23,230
 Contract assets                    80,983        73,887        79,703
 Contract fulfilment costs          164           1,141         768
 Prepayments and accrued income     28,702        19,896        18,929
 Other debtors                      3,426         10,662        4,060
 Total trade and other receivables  133,190       125,668       126,690

11. Trade and other payables
                                  As at 30      As at 30      As at 31 December

                                  June 2024     June 2023     2023

                                  (unaudited)   (unaudited)   (audited)

£'000
£'000
                                  £'000
 Trade payables                   67,149        65,321        58,651
 Accruals                         73,837        63,438        72,147
 Social security and other taxes  30,675        20,652        22,203
 Contract liabilities             28,398        21,784        28,491
 Other creditors                  5,379         4,855         5,543
 Dividends payable                8,939         7,956         -
                                  214,377       184,006       187,035

12. Provisions

A summary of the movement in provisions during the period is shown below:

                             Onerous contract provisions £'000   Property provisions £'000   Insurance provisions £'000   Legal and          Total

£'000
                                                                                                                          other provisions

£'000
 At 1 January 2024           8,784                               1,281                       4,011                        4,115              18,191
 Provided during the period  -                                   160                         24                           850                1,034
 Utilised during the period  (1,130)                             -                           -                            (1,014)            (2,144)
 At 30 June 2024             7,654                               1,441                       4,035                        3,951              17,081

At the start of 2024, the Group carried various provisions relating to
expected outflows of uncertain timing or amount. Further details of these
provisions as they stood at 31 December 2023 can be found in the 2023 Annual
Report.

The utilisation of the onerous contract provision has been in line with
expectations at 31 December 2023. Two legal provisions have been settled
during the period, also in line with expectations. There has been an increase
in the amount provided in respect of two legal provisions and an additional
£0.35m has been recognised in respect of a new claim received during the
period.

13. Financial instruments
Categories of financial instruments
                                             As at 30      As at 30      As at 31 December

                                             June 2024     June 2023     2023

                                             (unaudited)   (unaudited)   (audited)

£'000
£'000
                                             £'000
 Non-current assets
 Fair value (level 3)
 Investments - other investments             65            65            65
 Amortised cost
 Loan notes                                  4,669         4,265         4,458
 Current assets
 Amortised cost
 Trade receivables                           19,915        20,082        23,230
 Other debtors                               3,426         10,662        4,060
 Short-term financial assets                 -             1,000         7,090
 Cash at bank and in hand                    107,264       116,138       138,756
                                             130,605       147,882       173,136
 Non-current liabilities
 Fair value (level 3)
 Contingent consideration                    -             (494)         -
 Amortised cost
 Lease liabilities                           (209,634)     (183,421)     (199,948)
 Deferred consideration                      -             (251)         -
                                             (209,634)     (183,672)     (199,948)
 Current liabilities
 Fair value (level 3)
 Contingent consideration                    (595)         -             (581)
 Amortised cost
 Overdrafts and other short-term borrowings  -             -             (36,699)
 Trade payables                              (67,149)      (65,321)      (58,651)
 Lease liabilities                           (51,416)      (45,645)      (54,492)
 Other creditors                             (4,526)       (4,595)       (4,710)
 Deferred consideration                      (258)         (260)         (252)
 Dividends payable                           (8,939)       (7,956)       -
                                             (132,288)     (123,777)     (154,804)
                                             (207,178)     (155,731)     (177,674)

The IFRS 13 hierarchy level categorisation relates to the extent the fair
value can be determined by reference to comparable market values. The
classifications range from level 1, where instruments are quoted on an active
market, through to level 3, where the assumptions used to arrive at fair value
do not have comparable market data.

The fair values of investments in unlisted equity instruments are determined
by reference to an assessment of the fair value of the entity to which they
relate. This is typically based on a multiple of earnings of the underlying
business (level 3).

The fair value of contingent consideration payable is determined based on the
Directors' expectation of the amount that will be payable, discounted at an
appropriate rate.

There have been no transfers between levels during the period.

Fair value information

The fair value of the Group's financial assets and liabilities approximates to
the book value, as disclosed above.

14. Share capital and reserves
                                                                               2024     2023

 Share capital                                                                 £'000    £'000

 Allotted, called up and fully paid
 At 1 January 101,551,082 (2023: 111,000,889) ordinary shares of 1p each       1,016    1,110
 (audited)
 Issue of 138,880 (2023:109,671) shares on exercise of share options           1        1
 Cancellation of 5,575,561 (2023: 1,279,191) shares following purchase by the  (56)     (13)
 Group
 At 30 June 96,114,401 (2023: 109,831,369) ordinary shares of 1p each          961      1,098
 (unaudited)

During the period 138,880 (2023:109,671) ordinary 1p shares were issued in
respect of share options exercised. In addition, 5,575,561 (2023: 1,279,191)
ordinary 1p shares were repurchased by the Group and cancelled.

Treasury shares

                                      Thousands  £'000
 At 1 January 2024                    1,891      5,122
 Acquired by the EBT                  1,700      6,265
 Distributed to employees by the EBT  (599)      (1,870)
 At 30 June 2024                      2,992      9,517

15. Notes to the Consolidated Cash Flow Statement

The following non-operating cash flow adjustments have been made to the result
for the period before tax:

                                                             Six months ended 30  Six months ended 30  Year ended

                                                             June 2024            June 2023            31 December

                                                             (unaudited)          (unaudited)          2023

£'000

                                                             £'000                                     (audited)

£'000
 Depreciation                                                33,481               26,582               58,213
 Impairment of right of use assets                           800                  -                    6,223
 (Profit)/loss on disposal of property, plant and equipment  (262)                80                   (101)
 Amortisation                                                1,287                882                  1,879
 Share-based payments                                        1,050                300                  1,040
 IAS 19 pension movement                                     (413)                583                  (758)
 Share of profits of associates                              (633)                (241)                (486)
 Finance income                                              (2,526)              (2,274)              (5,939)
 Finance cost                                                6,248                4,745                11,182
 Total                                                       39,032               30,657               71,253

16. Pensions

The Group contributes to defined benefit schemes which require contributions
to be made to separately administered funds. The assets of the schemes are
administered by trustees in funds independent from the assets of the Group.

In certain cases, the Group will participate under Admitted Body status in
Local Government Pension Schemes. The Group will contribute for a finite
period up until the end of the particular contract. The Group is required to
pay regular contributions as detailed in the scheme's schedule of
contributions. In some cases, these contributions are capped and any excess
can be recovered from the body from which the employees originally
transferred. Where the Group has a contractual right to recover the costs of
making good any deficit in the scheme from the Group's client, the fair value
of that asset has been recognised as a separate pension guarantee asset.

For all schemes included within Other schemes, the Group does not have an
unconditional right to benefit from any surplus and therefore, where such
schemes are in a surplus position, the surplus is not recognised.

For the purposes of the interim financial statements management has estimated
the movements in pension liabilities by reference to the changes in principal
assumptions since 31 December 2023, using the sensitivities to movements in
these assumptions calculated at that time. The movements in pension assets
have been estimated by reference to market index returns over the period for
different asset classes in line with the asset portfolios held at 31 December
2023.

The principal actuarial assumptions that have changed since 31 December 2023
are as follows:

                               As at 30      As at 31 December 2023

                               June 2024     (audited)

                               (unaudited)
 Discount rate                 5.10%         4.50%
 Retail prices inflation       2.90%         2.80%
 Consumer prices inflation     2.50%         2.40%
 Rate of increase of salaries  2.90%         2.80%

The amounts recognised in the Consolidated Balance Sheet and major categories
of plan assets are:

                                             30 June 2024                    31 December 2023

                                             (unaudited)                     (audited)
                                             Group      Other     Total      Group      Other     Total

                                             schemes    schemes   £'000      schemes    schemes   £'000

                                             £'000      £'000                £'000      £'000
 Group's estimated asset share               124,249    113,794   238,043    129,494    111,563   241,057
 Present value of funded scheme liabilities  (102,672)  (75,853)  (178,525)  (109,659)  (83,342)  (193,001)
 Funded status                               21,577     37,941    59,518     19,835     28,221    48,056
 Scheme surpluses not recognised as assets   -          (37,993)  (37,993)   -          (28,393)  (28,393)
 Pension asset/(liability)                   21,577     (52)      21,525     19,835     (172)     19,663
 Pension guarantee assets                    -          -         -          -          -         -

The Group's defined benefit obligation is sensitive to changes in certain key
assumptions. A 0.1% reduction in the net discount rate (the base discount rate
less the rate of inflation) would result in an increase in the present value
of the defined benefit obligation of approximately 1.5%, although an element
of the increase would be mitigated by an increase in the pension guarantee
assets or a reduction in the unrecognised surplus, as described above.

17. Half-year condensed consolidated financial statements

Further copies of the Interim Report are available from the registered office
of Mears Group PLC at 1390 Montpellier Court, Gloucester Business Park,
Brockworth, Gloucester, GL3 4AH or www.mearsgroup.co.uk.

18. Principal risks and uncertainties

The nature of the principal risks and uncertainties faced by the Group has not
changed significantly from those set out on pages 50 to 53 of the 2023 Annual
Report and Accounts and is not expected to change over the next six months.

19. Forward-looking statements

This report contains certain forward-looking statements with respect to the
financial condition, results of operations and businesses of Mears Group PLC.
These 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 that could cause actual results or developments to differ
materially from those expressed or implied by these forward-looking
statements.

The Directors confirm, to the best of their knowledge, that this condensed set
of financial statements has been prepared in accordance with IAS 34 as adopted
by the European Union and that the Interim Report includes a fair review of
the information required by Rules 4.2.4, 4.2.7 and 4.2.8 of the Disclosure and
Transparency Rules of the UK Financial Conduct Authority.

By order of the Board

 

L J
Critchley
A C M Smith

Chief Executive
Officer
Chief Finance Officer

lucas.critchley@mearsgroup.co.uk
andrew.smith@mearsgroup.co.uk

7 August 2024

 

 

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