TIDMTFW

RNS Number : 1346T

Thorpe(F.W.) PLC

16 March 2023

INTERIM RESULTS FOR THE SIX MONTHS TO 31 DECEMBER 2022

FW Thorpe Plc - a group of companies that design, manufacture and supply professional lighting systems - is pleased to announce its interim results for the six months ended 31 December 2022.

Financial highlights:

 
                                       Interim             Interim                Exc. 
                              2023 (unaudited)    2022 (unaudited)           SchahlLED/Zemper 
                                                                               acquisition 
--------------------------  ------------------  ------------------  -----  ------------------ 
 Revenue                              GBP81.9m            GBP63.5m   +29%                +12% 
 Operating profit                     GBP11.0m             GBP8.8m   +24%                +16% 
 Profit before tax                    GBP10.6m             GBP8.5m   +25%                +21% 
 Basic earnings per share                7.15p               5.91p   +21%                +19% 
--------------------------  ------------------  ------------------  -----  ------------------ 
 
 
   --      Interim dividend 1.62p (Interim 2022: 1.54p) - 5.2% increase 

-- Like for like growth, driven by Thorlux which saw supply chain challenges easing, solid revenue and operating profit increase

   --      Netherlands and Zemper performances suppressed by margin pressures 
   --      Other UK companies showing overall improvement 
   --      Net cash generated from operating activities - GBP9.9m (Interim 2022: GBP8.9m) 
   --      Initial acquisition of SchahlLED in Germany completed in September 

Note: This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 (MAR).

For further information, please contact:

 
 FW Thorpe Plc 
 Mike Allcock - Chairman and Joint Chief Executive    01527 583200 
 Craig Muncaster - Joint Chief Executive and 
  Group Financial Director                            01527 583200 
 Singer Capital Markets - Nominated Adviser 
 James Moat                                           020 7496 3000 
 

CHAIRMAN'S INTERIM STATEMENT

It is pleasing to report that Group manufacturing operations have returned to a more normal and orderly situation, supply shortages have eased, and good customer service levels are returning.

Revenue for the half year ended 31 December 2022 was GBP81.9m compared with GBP63.5m for the prior half year; this increase of 29% was as a result of improvement at almost all Group companies and the addition of SchahlLED, whose revenue is seasonally strong in the last quarter of the calendar year. On a like-for-like basis, excluding the recent acquisition of SchahlLED, revenue increased 12%. Despite varying achievements at subsidiaries, operating profit increased by 24% to GBP11.0m . There were notable achievements at Thorlux Lighting and continued improvements at the UK companies Philip Payne and Solite, whilst some other companies struggled to some extent to cope with and react to rising costs, in particular material and wage inflation.

The Group had an excellent operational performance, allowing it to catch up on outstanding deliveries: the order backlog reduced, whilst order input generally slowed during the period. Positivity about the short-term order outlook remains, especially at Thorlux (the Group's largest business), notwithstanding some general concern about the state of the economy as a whole.

Over the last two years, supply shortages have been a significant problem for many businesses, but especially for the Group, since it tends to focus on producing more technologically advanced lighting systems. These products require the use of microprocessors and certain electronic assemblies, which have been particularly scarce in recent times and subject to especially high inflationary pressure as a result. Stock was built up to manage these shortages, taking overall stocks higher than historic norms. Now that supply shortages have mostly been resolved, the Group is in a healthy stock position and all companies have active plans to reduce stocks to more normal levels in coming months.

Thorlux's new SmartScan generation 2 is now in production and in use on several projects, with thousands of luminaires successfully exploiting the new software and improved platform. SmartScan is now also integrated into products manufactured by most Group companies.

FW Thorpe welcomed SchahlLED Lighting GmbH during the reporting period, and three months of the company's contributions are included in the operating results. Whilst revenue is consolidated from all Group companies, the headline operating profit number is suppressed by IFRS acquisition adjustments in relation to Zemper and SchahlLED.

Sustainability remains a significant activity taking some of the Group's attention. In recent months the Thorlux solar PV array has been expanded significantly, and now has a capacity of 1.5MW from 3000+ panels. The construction of the new Famostar warehouse has commenced and will benefit also from solar PV, with a target completion of this summer. Sustainability training has been given to all Group employees, and regular newsletters and cross-team meetings encourage the sharing and rewarding of best practices. Scope 3 emissions data - primarily the lifetime energy use of Group companies' luminaires at customers' premises, and upstream energy use in making components at the Group's myriad of suppliers - have now been collated Group-wide, and there is continued progress, with third-party assistance, towards an improvement plan and a Net Zero strategy.

As a result of ongoing performance as well as a strong balance sheet, the Board has approved an increased dividend of 1.62p (interim 2022: 1.54p) for the six months to 31 December 2022.

High energy costs and the imminent ban on the sale of fluorescent lamps in the UK and EU are both stimulating activity in the Group's key market sectors. The outlook for the second half remains quite positive, although the revenue growth percentage is unlikely to be maintained at such a high level due to the good performance in the second half of last year.

Mike Allcock

Chairman

16 March 2023

FW Thorpe Plc

CONSOLIDATED INCOME STATEMENT

for the six months to 31 December 2022

 
 
                                           31.12.22       31.12.21    30.06.22 
                                        (six months    (six months     (twelve 
                                                to)            to)      months 
                                                                           to) 
 
                                        (unaudited)    (unaudited)   (audited) 
 
                                            GBP'000        GBP'000     GBP'000 
 
 Revenue                                     81,853         63,507     143,715 
 
 Operating profit                            10,979          8,836      24,715 
 
 Finance income                                 261            208         527 
 Finance expense                              (620)          (548)     (1,367) 
 Share of profit of joint ventures                -              -         228 
 
 Profit before income tax                    10,620          8,496      24,103 
 
 Income tax expense                         (2,240)        (1,596)     (4,030) 
                                     --------------  -------------  ---------- 
 
 Profit for the period                        8,380          6,900      20,073 
 
 
 
 Dividend rate per share: 
                            ------  ------  ------ 
     Interim                 1.62p   1.54p   1.54p 
     Final                       -       -   4.61p 
   Special                       -   2.27p   2.27p 
                            ------  ------  ------ 
 
 
 Earnings per share    - basic      7.15p   5.91p   17.16p 
  - diluted                         7.15p   5.88p   17.13p 
 --------------------------------  ------  ------  ------- 
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months to 31 December 2022

 
 
                                                   31.12.22       31.12.21    30.06.22 
                                                (six months    (six months 
                                                        to)            to) 
                                                                               (twelve 
                                                                                months 
                                                                                   to) 
 
                                                (unaudited)    (unaudited)   (audited) 
 
                                                    GBP'000        GBP'000     GBP'000 
 
 Profit for the period                                8,380          6,900      20,073 
 
 Other comprehensive (expenses)/income 
 
 Items that may be reclassified 
  to profit or loss 
 Exchange differences on translation 
  of foreign operations                               1,323          (299)       (268) 
 
                                                      1,323          (299)       (268) 
                                              -------------  -------------  ---------- 
 
 Items that will not be reclassified 
  to profit or loss 
 Revaluation of financial assets 
  at fair value through other comprehensive 
  income *                                               82            115        (57) 
 Actuarial gain on pension scheme 
  **                                                      -              -         953 
 Movement on unrecognised pension 
  surplus **                                              -              -     (1,143) 
 Taxation                                              (20)           (29)          14 
 
                                                         62             86       (233) 
                                              -------------  -------------  ---------- 
 
 Other comprehensive income/(expense) 
  for the period, net of tax                          1,385          (213)       (501) 
 
 Total comprehensive income for 
  the period                                          9,765          6,687      19,572 
                                              -------------  -------------  ---------- 
 
 

All comprehensive income is attributable to the owners of the company.

* The gain on the revaluation of financial assets at fair value through other comprehensive income of GBP82,000 is due to the increase in market value of these investments.

** No interim actuarial valuation undertaken

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2022

 
                                                   As at         As at       As at 
                                                31.12.22      31.12.21    30.06.22 
 
                                             (unaudited)   (unaudited)   (audited) 
 Assets                                          GBP'000       GBP'000     GBP'000 
 Non-current assets 
 Property, plant and equipment                    36,372        29,129      33,818 
 Intangible assets                                71,601        49,125      51,865 
 Investment property                               1,974         1,958       1,984 
 Financial assets at amortised cost                1,622           537       1,124 
 Equity accounted investments and 
  joint arrangements                               6,267         5,678       6,112 
 Financial assets at fair value 
  through other comprehensive income               3,553         3,909       3,470 
 Deferred income tax assets                          259             -         120 
                                        ----------------  ------------  ---------- 
                                                 121,648        90,336      98,493 
 Current assets 
 Inventories                                      37,889        27,033      32,758 
 Trade and other receivables                      31,881        29,693      33,018 
 Financial assets at amortised cost                1,800         1,800       1,800 
 Short-term financial assets                           5        15,613       5,079 
 Cash and cash equivalents                        21,104        23,636      35,505 
                                        ----------------  ------------  ---------- 
 Total current assets                             92,679        97,775     108,160 
 Total assets                                    214,327       188,111     206,653 
                                        ----------------  ------------  ---------- 
 Liabilities 
 Current liabilities 
 Trade and other payables                       (38,274)      (32,934)    (35,801) 
 Financial liabilities                           (1,057)         (990)       (332) 
 Lease liabilities                                 (742)         (303)       (506) 
 Current income tax liabilities                    (865)         (308)       (641) 
                                        ----------------  ------------  ---------- 
 Total current liabilities                      (40,938)      (34,535)    (37,280) 
 Net current assets                               51,741        63,240      70,880 
 
 Non-current liabilities 
 Other payables                                 (10,810)      (11,089)    (12,880) 
 Financial liabilities                           (1,622)         (894)     (1,830) 
 Lease liabilities                               (3,534)         (651)     (2,510) 
 Provisions for liabilities and 
  charges                                        (3,377)       (2,459)     (2,536) 
 Deferred tax liabilities                        (4,231)       (1,666)     (4,264) 
                                        ----------------  ------------  ---------- 
 Total non-current liabilities                  (23,574)      (16,759)    (24,020) 
                                        ----------------  ------------  ---------- 
 Total liabilities                              (64,512)      (51,294)    (61,300) 
                                        ----------------  ------------  ---------- 
 
 Net assets                                      149,815       136,817     145,353 
                                        ----------------  ------------  ---------- 
 
 Equity attributable to owners 
  of the company 
 Issued share capital                              1,189         1,189       1,189 
 Share premium account                             2,927         2,711       2,827 
 Capital redemption reserve                          137           137         137 
 Foreign currency translation reserve              3,131         1,777       1,808 
 Retained earnings 
--------------------------------------  ----------------  ------------  ---------- 
 At 1 July                                       139,392       131,631     131,631 
 Profit for the year attributable 
  to owners                                        8,380         6,900      20,073 
 Other changes in retained earnings              (5,341)       (7,528)    (12,312) 
--------------------------------------  ----------------  ------------  ---------- 
                                                 142,431       131,003     139,392 
                                        ----------------  ------------  ---------- 
 Total equity                                    149,815       136,817     145,353 
                                        ----------------  ------------  ---------- 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months to 31 December 2022

 
                                      Share      Share       Capital        Foreign    Retained     Total 
                                    Capital    Premium    Redemption       Currency    Earnings    Equity 
                                                             Reserve    Translation 
                                                                            Reserve 
                                    GBP'000    GBP'000       GBP'000        GBP'000     GBP'000   GBP'000 
 Balance at 30 June 2021              1,189      1,960           137          2,076     131,631   136,993 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Comprehensive income 
 Profit for six months 
  to 31 December 2021                     -          -             -              -       6,900     6,900 
 Other comprehensive income               -          -             -          (299)          86     (213) 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Total comprehensive 
  income                                  -          -             -          (299)       6,986     6,687 
 Transactions with owners 
 Share options exercised                  -        751             -              -           -       751 
 Dividends paid to shareholders           -          -             -              -     (7,617)   (7,617) 
 Share-based payment charge               -          -             -              -           3         3 
 Total transactions with 
  owners                                  -        751             -              -     (7,614)   (6,863) 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Balance at 31 December 
  2021                                1,189      2,711           137          1,777     131,003   136,817 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Comprehensive income 
 Profit for six months 
  to 30 June 2022                         -          -             -              -      13,173    13,173 
 Actuarial gain on pension 
  scheme                                  -          -             -              -         953       953 
 Movement on unrecognised 
  pension surplus                         -          -             -              -     (1,143)   (1,143) 
 Revaluation of financial 
  assets at fair value 
  through other comprehensive 
  income                                  -          -             -              -       (172)     (172) 
 Movement on associated 
  deferred tax                            -          -             -              -          43        43 
 Exchange rate differences 
  on translation of foreign 
  operations                              -          -             -             31           -        31 
 Total comprehensive 
  income                                  -          -             -             31      12,854    12,885 
 Transactions with owners 
 Share options exercised                  -        116             -              -           -       116 
 Dividends paid to shareholders           -          -             -              -     (4.462)   (4,462) 
 Share-based payment charge               -          -             -              -         (3)       (3) 
 Total transactions with 
  owners                                  -        116             -              -     (4,465)   (4,349) 
 Balance at 30 June 2022              1,189      2,827           137          1,808     139,392   145,353 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Comprehensive income 
 Profit for six months 
  to 31 December 2022                     -          -             -              -       8,380     8,380 
 Other comprehensive income               -          -             -          1,323          62     1,385 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 Total comprehensive 
  income                                  -          -             -          1,323       8,442     9,765 
 Transactions with owners 
 Share options exercised                  -        100             -              -           -       100 
 Dividends paid to shareholders           -          -             -              -     (5,403)   (5,403) 
 Share-based payment charge               -          -             -              -           -         - 
 Total transactions with 
  owners                                  -        100             -              -     (5,403)   (5,303) 
 
 Balance at 31 December 
  2022                                1,189      2,927           137          3,131     142,431   149,815 
--------------------------------  ---------  ---------  ------------  -------------  ----------  -------- 
 

CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months to 31 December 2022

 
                                                             31.12.22                  31.12.21             30.06.22 
                                                          (six months               (six months       (twelve months 
                                                                  to)                       to)                  to) 
                                                          (unaudited)               (unaudited)            (audited) 
                                                              GBP'000                   GBP'000              GBP'000 
 Cash generated from operations 
 Profit before income tax                                      10,620                     8,496               24,103 
 Adjustments for 
 - Depreciation charge                                          2,048                     1,789                3,759 
 - Depreciation of investment property                             10                         9                   19 
 - Amortisation of intangibles                                  1,770                     1,207                3,213 
 - Profit on disposal of property, 
  plant and equipment                                            (58)                     (111)                (197) 
 - Net finance expense                                            359                       340                  855 
 - Retirement benefit contributions 
  in excess of current and past service 
  charge                                                         (73)                      (73)                (190) 
 - Share-based payment charge                                     -                           2                    - 
 - Share of joint venture profit                                  -                         -                  (228) 
 - Research and development expenditure 
  credit                                                        (182)                     (144)                (306) 
 - Effects of exchange rate movements                             394                       350                (520) 
 Changes in working capital 
 - Inventories                                                (2,136)                   (3,324)              (8,986) 
 - Trade and other receivables                                  3,008                     2,730                (603) 
 - Payables and provisions                                    (3,921)                       348                3,870 
-------------------------------------------  ------------------------  ------------------------  ------------------- 
 Cash generated from operations                                11,839                    11,619               24,789 
 Tax paid                                                     (1,964)                   (2,670)              (5,049) 
 Cash flow from investing activities 
 Purchase of property, plant and equipment                    (4,133)                   (1,743)              (5,510) 
 Proceeds from sale of property, plant 
  and equipment                                                   155                       219                  423 
 Purchase of intangibles                                      (1,157)                     (917)              (2,366) 
 Purchase of subsidiaries (net of cash 
  acquired)                                                  (12,603)                  (14,624)             (14,625) 
 Purchase of shares in subsidiaries                           (5,293)                  (15,286)             (15,219) 
 Purchase of investment property                                    -                         -                 (36) 
 Investment in joint venture or associate                           -                   (4,838)              (4,958) 
 Net sale of financial assets at fair 
  value through Other Comprehensive 
  Income                                                            -                         -                  268 
 Property rental and similar income                                23                        32                  113 
 Dividend income                                                  102                       124                  246 
 Net withdrawal of short-term financial 
  assets                                                        5,074                     7,990               18,524 
 Interest received                                                137                        67                  218 
 Net issue of loan notes                                        (437)                         -                (806) 
------------------------------------------- 
 Net cash used in investing activities                       (18,132)                  (28,976)             (23,728) 
 Cash flow from financing activities 
 Net proceeds from the issuance of 
  ordinary shares                                                 100                       751                  867 
 Proceeds from loans                                            1,006                        49                  236 
 Repayment of borrowings                                      (1,787)                   (1,039)              (1,271) 
 Payment of lease liabilities                                   (334)                     (148)                (535) 
 Payment of lease interest                                       (94)                      (23)                (139) 
 Dividends paid to company shareholders                       (5,403)                   (7,617)             (12,079) 
------------------------------------------- 
 Net cash used in financing activities                        (6,512)                   (8,027)             (12,921) 
-------------------------------------------  ------------------------  ------------------------  ------------------- 
 Effects of exchange rate changes 
  on cash                                                      368                        (578)                  146 
-------------------------------------------  ------------------------  ------------------------  ------------------- 
 Net decrease in cash and cash equivalents                   (14,401)                  (28,632)             (16,763) 
 Cash and cash equivalents at the 
  beginning of the period                                      35,505                    52,268               52,268 
------------------------------------------- 
 Cash and cash equivalents at the 
  end of the period                                            21,104                    23,636               35,505 
-------------------------------------------  ------------------------  ------------------------  ------------------- 
 

Notes to the Interim Financial Statements

   1.   Basis of preparation 

The consolidated interim financial statements for the six months to 31 December 2022 have been prepared in accordance with the AIM Rules for Companies, UK adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, with future changes being subject to endorsement by the UK Endorsement Board.

The figures for the period to 31 December 2022 and the comparative period to 31 December 2021 have not been audited or reviewed and are therefore disclosed as unaudited. The figures for 30 June 2022 have been extracted from the financial statements for the year to 30 June 2022, which have been delivered to the Registrar of Companies. The interim financial statements do not constitute statutory accounts within the meaning of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, rounded to the nearest thousand.

The interim financial statements are prepared under the historical cost convention, modified by the revaluation of certain current and non-current investments at fair value through profit or loss and through other comprehensive income.

The accounting policies set out in the financial statements for the year ended 30 June 2022 have been applied consistently throughout the Group during the period.

   2.   Segmental analysis 

The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting FW Thorpe is organised into eleven operating segments, based on the products and customer base in the lighting market - the largest business is Thorlux, which manufactures professional lighting systems for the industrial, commercial and controls markets. The recently acquired SchahlLED business is included in this segment in accordance with the Group's internal reporting. The businesses in the Netherlands, Lightronics and Famostar, are material subsidiaries and disclosed separately as Netherlands companies. The businesses in the Zemper Group are also material and disclosed separately as Zemper Group.

The seven remaining continuing operating segments have been aggregated into the "other companies" segment based on their size, comprising the entities Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux L.L.C, Thorlux Australasia PTY Limited and Thorlux Lighting GmbH.

FW Thorpe's chief operating decision-maker (CODM) is the Group Board. The Group Board reviews the Group's internal reporting in order to monitor and assess the performance of the operating segments for the purpose of making decisions about resources to be allocated. The CODM reviews the performance of the business by considering the key profit measure of operating profit, including the impact of associated contingent consideration arrangements, and considers that none of the other operating segments are of sufficient size and distinction to be reviewed separately when making Group wide strategic decisions. Assets and liabilities have not been segmented which is consistent with the Group's internal reporting.

Inter-segment adjustments to operating profit consist of property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the Group that were supplied by another segment.

   2.     Segmental analysis (continued) 
 
                               Thorlux       Netherlands     Zemper             Other         Inter-             Total 
                                               Companies      Group         Companies        Segment        Continuing 
                                                                                                            Operations 
                               GBP'000           GBP'000    GBP'000           GBP'000        GBP'000           GBP'000 
 Six months to 31 December 
  2022 
 Revenue to external 
  customers                     46,964            16,746      8,676             9,467              -            81,853 
 Revenue to other Group 
  companies                      2,026               317          -             2,342        (4,685)                 - 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Total revenue                  48,990            17,063      8,676            11,809        (4,685)            81,853 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Depreciation and 
  amortisation                  1,724               451      1,012               641               -            3,828 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 EBITDA                         8,747             3,193      1,761               938            168            14,807 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Operating profit before 
  acquisition adjustments       8,046             2,850      1,199               297            168            12,560 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Operating profit                7,023             2,742        749               297            168          10,979 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Net finance expense                                                                                             (359) 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Profit before tax expense                                                                                      10,620 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Included in the Thorlux segment are additional revenues from SchahlLED 
  of GBP6,674,000 and operating profit of GBP367,000. 
  Acquisition adjustments includes amortisation for intangible assets. 
 
  Six months to 31 December 
  2021 
 Revenue to external 
  customers                     35,621            15,810      4,629             7,447              -            63,507 
 Revenue to other Group 
  companies                      2,020                 -          -             2,454        (4,474)                 - 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Total revenue                  37,641            15,810      4,629             9,901        (4,474)            63,507 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Depreciation and 
  amortisation                   1,682               622       194               507               -             3,005 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 EBITDA                          6,795            3,595        646               627             178            11,841 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Operating profit before 
  acquisition adjustments        5,113            3,188        766               120            178              9,365 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Operating profit                5,113            2,973         452              120             178             8,836 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Net finance expense                                                                                             (340) 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Profit before tax expense                                                                                       8,496 
===========================  =========  ================  =========  ================  =============  ================ 
 
   Year to 30 June 2022 
 Revenue to external 
  customers                     78,912            34,676     14,152            15,975              -           143,715 
 Revenue to other Group 
  companies                      5,171               377          -             5,794       (11,342)                 - 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Total revenue                  84,083            35,053     14,152            21,769       (11,342)           143,715 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Depreciation and 
  amortisation                   3,378             1,043      1,525             1,045              -             6,991 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 EBITDA                        16,887              8,514      3,107             2,692           506            31,706 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Operating profit before 
  acquisition adjustments 
  (unaudited)                  13,509              7,846      2,242             1,647            506            25,750 
 Operating profit              13,509              7,471      1,582             1,647            506            24,715 
---------------------------  ---------  ----------------  ---------  ----------------  -------------  ---------------- 
 Net finance expense                                                                                             (840) 
 Share of profit of joint 
  ventures                                                                                                         228 
 Profit before tax expense                                                                                      24,103 
===========================  =========  ================  =========  ================  =============  ================ 
 
   3.   Acquisition 

In September 2022, the Group acquired 80% of the share capital of SchahlLED Lighting in Germany, a turnkey provider of intelligent energy saving lighting products for the industrial and logistics sector. The company was acquired for an initial consideration of GBP12.9m (EUR14.6m) and could pay an additional amount to be determined by SchahlLED's EBITDA performance in the year ending 30 June 2023. The current best estimate for this is GBP1.1m (EUR1.3m).

There is a fixed commitment to acquire the remaining shares, based on current best estimates, a further GBP5.5m (EUR6.2m) could be payable which is subject to future performance conditions.

Amounts recognised in respect of this acquisition are:

 
                                           EUR'000   GBP'000 
 Total identifiable assets                   1,791     1.576 
 Goodwill                                   20,359    17,920 
----------------------------------------  --------  -------- 
 Total purchase consideration               22,150    19,496 
----------------------------------------  --------  -------- 
 
 Total purchase consideration satisfied 
  by: 
 Cash                                       14,643    12,888 
 Deferred consideration                      1,280     1,127 
 Redemption liability                        3,661     3,222 
 Contingent consideration                    2,566     2,259 
----------------------------------------  --------  -------- 
 Total consideration                        22,150    19,496 
----------------------------------------  --------  -------- 
 
 Net cash flow arising on acquisition 
 Cash consideration                         14,643    12,888 
 Less cash in subsidiary acquired            (324)     (285) 
----------------------------------------  --------  -------- 
 Cash outflow on acquisition                14,319    12,603 
----------------------------------------  --------  -------- 
 

A fair value exercise has not yet been performed on the acquired assets and liabilities; this will be undertaken for the current financial year-end. The outcome of this exercise may result in changes to the fair value of the acquired assets and liabilities, as well as associated goodwill.

This acquisition is expected to make a contribution to Group profits for the current financial year.

   4.   Purchase of shares in subsidiaries 

On 12 September 2022, the Group purchased a further 13.5% of the share capital of Electrozemper S.A. with a cash payment of GBP5.3m (EUR6.1m), as part of its commitment to acquire the remaining shares.

   5.   Earnings per share 

The basic earnings per share is calculated on profit after taxation and the weighted average number of ordinary shares in issue of 117,191,586 (Interim 2022: 116,816,601) during the period.

The diluted earnings per share is calculated on profit after taxation and the weighted average number of potentially dilutive ordinary shares in issue of 117,292,983 (Interim 2022: 117,368,458) during the period.

   6.   Dividend 

The interim dividend is at the rate of 1.62p per share (Interim 2022: 1.54p) and based on 117,191,586 shares in issue at the announcement date the dividend will amount to GBP1,899,000 (Interim 2022: GBP1,803,000). The interim dividend will be paid on 21 April 2023 to shareholders on the register at the close of business on 24 March 2023, and the shares become ex-dividend on 23 March 2023.

For the year ended 30 June 2022, a final dividend of 4.61p (2021: final 4.31p) per share and a special dividend of nil (2021: special 2.20p), amounting to GBP5,403,000 (2021: GBP7,617,000) was paid on 25 November 2022.

   7.   Availability of interim statement 

Copies of the interim report are being sent to shareholders and will also be available from the company's registered office or on the company's website ( www.fwthorpe.co.uk ) from 31 March 2023.

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IR UVUWROBUOAAR

(END) Dow Jones Newswires

March 16, 2023 03:00 ET (07:00 GMT)

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