TIDMVLX
RNS Number : 3920U
Volex PLC
23 November 2023
23 November 2023
Volex plc
Half year results for the 26 weeks ended 1 October 2023
Strong revenue growth and margin expansion underpins
confidence
in the full year and progress towards five-year plan
Volex plc ("Volex", the "Company", or the "Group"), the global
supplier of integrated manufacturing services and power products,
today announces its half year results for the 26 weeks ended 1
October 2023 ("H1 FY2024").
26 weeks to 26 weeks to
1 October 2 October
Financial Summary 2023 2022 % Change
---------------------------------- ------------ ------------ --------------
Revenue $397.5m $357.5m 11.2%
Underlying(1) operating profit $37.4m $32.1m 16.5%
Statutory operating profit $25.8m $24.5m 5.3%
Underlying(1) profit before tax $33.6m $29.1m 15.5%
Statutory profit before tax $22.0m $21.5m 2.3%
Underlying(1) basic earnings per
share 14.9c 14.4c 3.5%
Interim dividend per share 1.4p 1.3p 7.7%
Net debt (before operating lease
liabilities)(2) $140.6m $98.8m
Net debt $173.7m $117.0m
(1) Before adjusting items (non-recurring items and amortisation
of acquired intangibles) and share-based payment charge
(2) Represents cash and cash equivalents, less bank loans, debt
issue costs and finance leases, but excluding operating lease
liabilities (see definitions section for more details)
Financial and Operational Highlights
-- Revenue growth of 11.2%, with constant currency organic growth of 4.2%
-- Underlying operating profit increased by 16.5% to $37.4 million
-- Underlying operating margin strengthened to 9.4% due to
careful cost control and an improving sales mix
-- Significant improvement in underlying free cash flow,
delivering $11.9 million, with working capital improved compared to
the previous period
-- Increase in net debt to part fund acquisition of Murat
Ticaret Kablo Sanayi A.S. ("Murat Ticaret"), for $195 million, with
period end covenant leverage of 1.3x, comfortably within the
Group's target corridor of 1.0x to 2.0x
-- Integration of Murat Ticaret is progressing well with
positive customer engagement and cross-sales opportunities
-- Continued progress towards the five-year plan supported by a
targeted investment programme expanding capacity and
capabilities
-- Interim dividend increased by 7.7% to 1.4 pence per share
Market Highlights
-- Electric Vehicles - strong comparative period benefitted from
customer inventory build, whereas increased confidence in lead
times resulted in some short-term customer destocking during the
period
-- Consumer Electricals - demand normalised across North
American and Asian markets, as anticipated, with new customer
projects commencing in the second half of the year
-- Medical - strong demand continues with enhanced component
availability enabling customers to address order book backlogs
-- Complex Industrial Technology - substantial growth, including
increased pace in the manufacturing of Data Centre products, with
easing of supply chain issues leading to acceleration in customer
deliveries
-- Off-Highway - acquisition of Murat Ticaret provides
significant enhanced scale in a fifth, attractive market, with
further cross-selling opportunities
Outlook
-- Volex's diverse market exposure ensures operational
resilience and creates confidence in the achievement of strategic
five-year goals
-- The Group benefits from a robust pipeline of customer
opportunities, with the strategic acquisition of Murat Ticaret
providing access to new customers and markets
-- The diversified end-market and customer exposure will
continue to mitigate any adverse macro impact and help the Group to
deliver sustainable, long-term growth
-- Progress will be supported by investment in organic growth
projects, with flexibility for future acquisitions given the
strength of the balance sheet
-- Board remains confident in the ability to achieve long-term
objectives and meet full-year market expectations
Nat Rothschild, Volex's Executive Chairman said:
"Our business is in exceptional shape, demonstrating resilience
and diversity in its operations. We employ a management model that
is working effectively, and enables us to pursue sustainable growth
whilst maintaining margins. In parallel, our commitment to
supporting customers remains steadfast as we effectively manage
supply chains, regardless of fluctuations in demand. I am delighted
to confirm that we are well on track to achieve the objectives
outlined in our ambitious five-year plan.
"We are three months into our integration programme for Murat
Ticaret, having completed the acquisition at the end of August.
These activities are already yielding positive results, with an
overwhelmingly favourable response from our new colleagues and
customers. We are identifying promising cross-selling prospects,
securing incremental customer projects and optimising processes to
enhance the operations.
"Our commitment to driving strong profitability remains
unwavering, and the strategic acquisition of Murat Ticaret will
further bolster our financial performance. Our global manufacturing
footprint stands as a testament to our competitive advantage,
empowering us to support our customers' reshoring aspirations.
"With excellent customer relationships, differentiated
infrastructure and a dedicated workforce, complemented by our clear
strategic vision, we have every reason to be confident in our
ability to not only meet the market expectations for the current
year but also to achieve the ambitious targets set out in our
five-year plan. Volex is a transformed business and there are real
grounds for optimism as we move towards the 2024 calendar
year."
Analyst Presentation
A live presentation for analysts will be held via conference
call and in person at Vintry & Mercer, 19-20 Garlick Hill,
London EC4V 2AU, at 09.00 am GMT today, 23 November 2023. If you
are an analyst and would like to join for this briefing, please
send an email to Volex@powerscourt-group.com. Log in details for
the meeting will be communicated to attendees.
Investor Presentation
A live presentation will be held online at 10.00 am GMT on 27
November 2023 on the Investor Meet Company ("IMC") platform. This
online presentation is open to all existing and potential
shareholders. Questions can be submitted during the live
presentation.
Investors can sign up to IMC and add to meet Volex via:
https://www.investormeetcompany.com/volex-plc/register-investor
For further information please contact:
+44 (0)7747 488
Volex plc 785
Nat Rothschild, Executive Chairman
Jon Boaden, Chief Financial Officer
Peel Hunt LLP (Nominated Adviser and Joint Broker) +44 (0)20 7418 8900
Ed Allsopp / Tom Ballard / Ben Harrington
HSBC Bank plc (Joint Broker) +44 (0)20 7991 8888
Simon Alexander / Joe Weaving
Powerscourt +44 (0)20 7250 1446
James White / Nicholas Johnson
About Volex plc
Volex plc (AIM:VLX) is a driving force in integrated
manufacturing for mission-critical applications and a global leader
in power and data connectivity solutions. Our diverse operations
support international blue-chip customers in five key sectors:
Electric Vehicles, Consumer Electricals, Medical, Complex
Industrial Technology and Off-Highway. Headquartered in the UK, we
orchestrate operations across 27 advanced manufacturing facilities,
uniting over 12,000 dynamic individuals from 24 different nations.
Our extraordinary products find their way to market through our
localised sales teams and authorised distributor partners,
supporting Original Equipment Manufacturers and Electronic
Manufacturing Services companies across the globe. In a world that
grows more digitally complex by the day, customers trust us to
deliver power and connectivity that drives everything from
household essentials to life-saving medical equipment. Learn more
at www.volex.com .
Definitions
The Board of Volex considers that current consensus market
expectation for revenue is $860.4 million (with a range of $850
million to $873 million) and for underlying operating profit of
$84.1 million (with a range of $83.3 million to $84.5 million).
The Group presents some significant items separately to provide
clarity on the underlying performance of the business. This
includes significant one-off costs such as acquisition related
costs, the non-cash amortisation of intangible assets acquired as
part of business combinations, and share-based payments. Further
detail on adjusting items is provided in note 3.
Underlying operating profit is operating profit before adjusting
items and share-based payment expense.
Underlying free cash flow is net cash flow before financing
activities excluding cash flows associated with the acquisitions of
businesses and cash utilised in respect of adjusting items.
Net debt (before operating lease liabilities) represents cash
and cash equivalents, less bank loans, debt issue costs and finance
leases, but excluding operating lease liabilities (defined as lease
liabilities excluding pre-IFRS 16 finance leases). The lease
liabilities include $33.1 million of operating lease liabilities
($18.2 million at 2 October 2022).
Covenant leverage represents the ratio of net debt, excluding
operating lease liabilities, to underlying EBITDA excluding the
impact of right of use amortisation arising on operating lease
arrangements, adjusted to include the EBITDA from the last twelve
months of acquisitions on a proforma basis. This measure is aligned
with the covenant calculations used for external debt
facilities.
Organic revenue growth is calculated using constant exchange
rates ("CER") by taking the total reported revenue (excluding the
impact of acquisitions and disposals) divided by the preceding
financial year's revenue at the current year's exchange rates.
Return on capital employed is calculated as the last twelve
months underlying operating profit as a percentage of average net
assets excluding net cash/debt.
Forward looking statements
This announcement contains certain forward-looking statements
which have been made by the Directors in good faith using
information available up until the date they approved the
announcement. Forward-looking statements should be regarded with
caution as by their nature such statements involve risk and
uncertainties relating to events and circumstances that may occur
in the future. Actual results may differ from those expressed in
such statements, depending on the outcome of these uncertain future
events.
RESULTS FOR THE 26 WEEKSED 1 OCTOBER 2023
Overview
Throughout the first half of the year, Volex has continued to
work closely with its global customers to deliver complex and
safety-critical solutions to address a wide range of manufacturing
requirements. The Group operates effectively across diverse sectors
with a broad customer base, delivering organic growth and
attractive returns.
During the period, total revenue, including acquisitions, grew
by 11.2% compared to the prior year. At constant exchange rates,
organic revenue growth was 4.2%. As markets continue to adjust to
improving supply chain dynamics, there were some short-term trends
in customer behaviour that affected demand, both positively and
negatively. Some EV and Consumer Electrical customers who had built
up additional buffer stocks to limit exposure to variable lead
times are now confident in reducing inventory positions back to
normal levels. Other customers in Medical and Complex Industrial
Technology are using the improved availability of components to
increase production and reduce backlogs. There are signs from some
customers that inventories are returning to historical levels and
ordering patterns are normalising.
A key strength of Volex is the diverse end-market exposure that
has been built in recent years, reducing exposure to any single
market sector or customer. This has been enhanced in the period
through the acquisition of Murat Ticaret, creating a new, fifth
sector for the group in an attractive market that suits the Group's
strategy to deliver high quality, specialist manufacturing
solutions.
Volex maintains strong, market-leading positions within pivotal
markets driven by long-term structural growth factors, notably
Electric Vehicles, Medical, and Complex Industrial Technology and
most recently, Off-Highway. Our ability to serve a diverse customer
base and add substantial value to critical production processes has
yielded robust overall growth, even amidst a challenging
manufacturing landscape. Despite some short-term changes in demand
profile, profitability has been maintained through careful cost
control and dynamic resource management. This is supported by
strong procurement practices and an active continuous improvement
programme across all sites.
The underlying operating margin for the first half of the year
was 9.4% which includes one month of contribution from Murat
Ticaret. This is the fourth consecutive year in which margins have
been maintained within the 9% to 10% target range, demonstrating
the consistency and flexibility of the operating model and the
ability to manage and pass through inflationary cost challenges in
a dynamic market.
Trading performance overview
In mixed market conditions, the half year to 1 October 2023 has
seen the Group continue to deliver profitable growth. Supply chains
continue to improve, creating opportunities for some customers to
accelerate production and address backlogs, and for others to
optimise inventory and reduce buffer stock.
$m 26 weeks ended 26 weeks ended
1 October 2 October
2023 2022
Total Total
Revenue 397.5 357.5
Cost of Sales (306.3) (283.9)
---------------------- ---------------- ---------------
Gross profit* 91.2 73.6
Gross margin 22.9% 20.6%
Underlying operating
costs* (53.8) (41.5)
---------------------- ---------------- ---------------
Underlying operating
profit* 37.4 32.1
---------------------- ---------------- ---------------
Underlying operating
margin 9.4% 9.0%
---------------------- ---------------- ---------------
Underlying EBITDA* 46.8 38.1
---------------------- ---------------- ---------------
* Before adjusting items and share-based payment charges
Revenue for the first half of the year increased by 11.2% in
total, organic growth was 4.2%, against the strong comparative
period reported for H1 FY2023. During this period, customer demand
varied across our markets, influenced by the easing of supply chain
pressures, leading to a reassessment of inventory levels by some
customers and the addressing of backlogs by others. Year-on-year
gross margins have improved, aided by the impact of acquisitions
and cost optimisation activities along with incremental benefits
from passing on cost inflation and favourable changes in product
mix. Overall Group gross margin is in line with the second half of
FY2023.
The underlying operating margin of 9.4% is an improvement
against the same period in FY2023 where we reported an underlying
operating margin of 9.0%. Underlying profit before tax is $33.6
million, an increase of 15.5% on the previous period. Underlying
basic earnings per share of 14.9 cents is 3.5% higher than the
comparative period. Statutory profit before tax, which includes the
impact of adjusting items and share-based payment expenses, was
$22.0 million, an increase of 2.3% on the prior period. The
underlying effective tax rate for the period was 22.9% (H1 FY2023:
20.6%), with the increase due to loss recognition in the
comparative period, the impact of foreign exchange rate movements
and the impact of changes in the UK tax rate.
Underlying free cash flow for the first half of the year was
$11.9 million (H1 FY2023: $0.1 million) which includes outflows
relating to capital investments to support future growth and
interest and tax payments. Net debt excluding operating leases
increased by $64.2 million from the year end, predominantly due to
the acquisition of Murat Ticaret for cash consideration (net of
cash acquired and excluding acquisition costs) of $131.4 million,
partially offset by proceeds of $72.3 million from the equity raise
in June 2023. Covenant leverage, expressed as the ratio of net debt
excluding operating leases to covenant EBITDA, was 1.3x (YE FY2023:
1.0x). This provides headroom for future investment and
acquisition.
Acquisition of Murat Ticaret
On 31 August 2023, Volex completed the acquisition of Murat
Ticaret, which contributed one month's trading to the H1 FY2024
results. Murat Ticaret is a leading manufacturer of complex wire
harnesses for specialist applications, headquartered in Turkey. It
has a global presence with eight manufacturing sites across three
continents, significantly enhancing the Group's scale.
Murat Ticaret represents the Group's largest acquisition
to-date, delivering immediate scale in the Off-Highway sector, a
fifth end market, and accelerates a further diversification of the
Group. Murat Ticaret brings a diverse customer base of blue-chip
global manufacturers, with products complementary to the rest of
the Volex Group. This provides the ability to market the full range
of Volex production capabilities to the acquired customer base.
There is also the opportunity to leverage Volex's existing
footprint to expand operations in the fragmented North American
Off-Highway market.
Murat Ticaret is a highly profitable business, with an excellent
track record of growth, which will structurally improve the
underlying operating margin of the Group, principally due to its
high degree of vertical integration.
Integration into the Volex Group began immediately upon
acquisition and is progressing well, with excellent initial
customer engagement. There are exciting cross-selling
opportunities, for which a targeted plan is being developed.
Murat Ticaret has been acquired for total consideration of
EUR178 million ($193 million) on a cash and debt-free basis, or
5.3x EV/EBITDA on the assumption that earnout payments are made in
full. The consideration includes potential earn-out payments of up
to EUR41.6 million ($45.8 million) over two years, subject to the
business achieving certain performance conditions.
Interim dividend
The Board has declared an interim dividend of 1.4 pence, an
increase of 7.7% on the previous year. Since the Group recommenced
dividend distributions in FY2020, it has progressively increased
payments by 40% in that time. The Board is committed to a
progressive dividend policy, striking a balance between delivering
growth through investment and returning cash to shareholders.
The interim dividend will be paid on 10 January 2024 to those
shareholders on the register on 1 December 2023. The ex-dividend
date will be 30 November 2023. Shareholders may elect to receive
the interim dividend as shares in Volex, in lieu of cash, under the
Volex plc Scrip Dividend Scheme. The reference price for the Scrip
Dividend will be announced on 7 December 2023. Shareholders who
wish to elect to receive the 2023 interim dividend in shares must
(i) complete a Scrip Dividend Mandate Form and return it to Link
Group, (ii) make a Scrip election online via www.signalshares.com
or, (iii) submit a Dividend Election Input Message in CREST, in
each case by no later than 5.00 p.m. on 15 December 2023. Those
shareholders who have opted in to a permanent scrip election by
completing (and not cancelling) a Scrip Dividend Mandate Form
either in hard copy or via www.signalshares.com do not need to
complete a new mandate form for the interim dividend. However,
shareholders holding their shares in CREST need to make an election
for each dividend and would need to submit a Dividend Election
Input Message in respect of the interim dividend. A copy of the
terms and conditions for the Volex plc Scrip Dividend Scheme are
available on the Company's website
https://www.volex.com/wp-content/uploads/2022/07/Volex-Plc-Scrip-Dividend-Scheme-Terms-Conditions-Final.pdf.
Strategy
The Group has a clear strategy to capitalise on its strong
position within specialised manufacturing markets, where Volex ' s
manufacturing footprint and operational excellence is a clear
differentiator. This strategic emphasis is one of the reasons for
choosing to expand into the Off-Highway sector with the acquisition
of Murat Ticaret.
Investment is continuing in key markets where our customers are
looking for increased capacity as they evolve their supply chain
practices, including the prominent trend of reshoring. We recently
completed the relocation of our Poland operations to a newly
established facility, doubling our production space. We also have
on-going expansion programmes underway in Mexico, Indonesia and
India. These are locations that we believe will benefit customers
who are looking to diversify and localise their supply chains. In
total we are planning on adding 53 thousand square meters to our
manufacturing footprint during this year and next year.
The identification of potential acquisition opportunities
continues to be an important element of our growth plans. Applying
stringent criteria and a structured methodology, we diligently
identify enterprises that offer the potential to expand our
competencies, deepen customer relationships, and access attractive
markets. We remain acutely attuned to the prevailing macroeconomic
landscape, particularly when assessing valuations for prospective
acquisitions.
Our continued focus on sustainable growth in markets with
structural growth drivers gives us confidence that we will be able
to deliver on the five-year strategy of securing revenues of $1.2
billion by the end of FY2027, including circa $200 million of
revenue generated by acquisitions, at an underlying operating
margin of 9-10%.
Revenue by customer sector
Electric Vehicles
Electric Vehicle revenues declined in the first half of the year
relative to a particularly strong comparative period in the first
half of FY2023. A year ago, customers were increasing buffer stock
levels to mitigate the effects of variability in lead times caused
by raw material shortages and delays caused by the availability of
international shipping capacity. As these challenges have abated in
recent months, customers have taken the opportunity to reduce
inventory levels which is having an impact on volumes in this
sector. Following the post-covid recovery, monthly demand levels
are variable, but demand is significantly up over the last few
years and will continue to grow as EV penetration increases.
Revenue declined to $57.4 million (H1 FY2023: $69.1 million)
which represented an organic decline of 15.8%. This decline needs
to be viewed against a period of extremely strong growth and
represents an expected degree of normalisation in a relatively new
technology. In the past three years, the Group has achieved
compound annual growth of 57.8% which is ahead of the long-term
growth assumptions used in the current five-year plan, and the
pipeline for new business, which includes new programmes that are
entering production, looks particularly encouraging.
During the period, Volex announced that it had become a licensed
partner of Tesla for the North American Charging Standard ("NACS")
EV Charging system, an important point of validation that
recognised Volex's position as a trusted manufacturing partner to
the world's leading EV manufacturing companies and suppliers. The
Group also announced that it had secured a major new contract with
a leading, global North American-based automotive manufacturer with
annualised revenues expected to exceed $30 million.
Overall demand for electric vehicles continues to grow, with
government subsidies available for consumers in North American and
European markets. Legislation restricting the sale of internal
combustion engine vehicles in Europe from 2035 is encouraging
manufacturers to broaden their range of battery electric vehicles.
These factors continue to suggest double digit growth in demand for
vehicles themselves over the medium term.
Consumer Electricals
Consumer Electricals revenues were down slightly on the prior
period at $122.8 million (H1 FY2023: $138.2 million). This
represents an organic reduction in revenue of 9.0%. This includes
the impact of lower raw material costs, including copper, which
have an impact on revenue as increases and decreases are passed
through to the customer.
Underlying demand for Consumer Electricals was buoyed during the
covid period as factors such as homeworking and restrictions on
leisure activity encouraged higher consumer spending. A
normalisation in demand is coinciding with improvements in supply
chains which is enabling customers to reduce inventory levels. This
process is more progressed in the European domestic appliance
market, where demand is now starting to increase following a
temporary softening in customer requirements in the previous year.
In the North American and Asian Consumer Electricals markets,
demand is still subdued, with an expectation of a moderate recovery
in the second half of the year.
Having achieved an incredibly competitive manufacturing base
through a combination of geographic footprint, automation,
continuous improvement and vertical integration, Volex has a very
compelling customer proposition, both in terms of price and the
ability to support customers across multiple markets. This is
resulting in winning new customer projects and supports
opportunities for continued growth when customer inventory levels
have normalised.
Medical
Demand in Medical continues to be strong, with customers using
improved availability in components as an opportunity to address
backlogs that have increased in recent periods. Medical customers
were unable to access hospitals during the pandemic and for a
period of time afterwards, which caused an increase in their levels
of backlog. This was exacerbated by the variable lead times and
instances of component shortages experienced over the last eighteen
months. Volex has a resilient and reliable supply chain for
medical-grade components, allowing a quick response to customer
requirements and the scaling up of production to meet increased
demand.
Revenue increased to $86.1 million (H1 FY2023: $66.8 million)
with organic growth of 17.8%. Longer term, growth levels are
expected to moderate once customers have cleared the current
elevated backlogs. The ageing global population and the trends
towards localisation are likely to be the main drivers of future
growth. Volex's global footprint and medical grade manufacturing
facilities ensure we are well positioned to support customers.
Complex Industrial Technology
Improved availability of components was also an important factor
in the level of growth seen for Complex Industrial Technology
customers. Organic revenue grew by 30.1% taking revenues to $100.6
million (H1 FY2023 restated: $74.5 million).
There is a high degree of diversification across this sector
both in terms of customer end markets and capabilities. The breadth
of solutions available to support customers in key strategic
locations is also a major advantage in securing new customer
projects and achieving cross-selling opportunities.
A particular highlight during the period has been the
acceleration of production for data centre customers. Data centre
sales were being constrained because customers were finding it hard
to secure other key data centre components to allow them to perform
periodic technology refreshes across their estates. This situation
has improved, resulting in higher demand for data centre products.
In addition, increasing investment in artificial intelligence
technology requires intensive data processing, an application that
is ideally suited to the cutting-edge products that Volex has
developed.
Off-Highway
Following the acquisition of Murat Ticaret, Volex has immediate
scale in the Off-Highway market and going forward this will be
separately disclosed as a fifth market sector. Off-Highway involves
the sale of complex wire harnesses and power connectivity
components and connectors to manufacturers supporting specialist
vehicle markets. The end markets include agricultural equipment,
passenger transportation vehicles such as coaches, construction
equipment, material handling equipment such as lift trucks, as well
as specialist defence vehicles.
Sales from entities in North America and India to Off-Highway
customers that were previously reported within the Complex
Industrial Technology have been reclassified. As such, the prior
year has been restated to reflect the new market sector. Details of
this are provided in note 13.
Total Off-Highway revenue was $30.6 million (H1 FY2023 restated:
$8.9 million) with organic growth of 37.6%. The Murat Ticaret
acquisition also provides significant cross-selling opportunities,
particularly in the large, highly-fragmented North American
market.
Revenue by reportable segment
Volex is a global, interconnected, and integrated business.
There is an increasing and accelerating requirement from customers
to have manufacturing in multiple locations, reducing the risk of
supply chain disruption from any single country. Our global
footprint with manufacturing capabilities in multiple locations is
a significant differentiator in supporting the objectives of our
blue-chip customers.
We operate with a regional focus to meet this need and therefore
analyse our customer revenue geographically on this basis,
dependent upon where the customer relationship is which reflects
our customer-centric nature.
North America is our largest customer region at 44.6% of overall
revenue (H1 FY2023: 46.9%). Revenue in this market grew by 5.7% in
the period to $177.1 million (H1 FY2023: $167.5 million). This
includes some of the strong growth that we experienced from Medical
and Complex Industrial Technology customers, offset by the impact
of de-stocking on the Electric Vehicles revenue.
Asia revenue declined by 8.5% to $84.7 million (H1 FY2023 $92.6
million) and comprises 21.3% of Group revenue (H1 FY2023: 25.9%).
With demand levels for Consumer Electricals being adversely
impacted by customers reevaluating inventory holdings and most of
the revenue in this region coming from that market sector, revenue
has decreased year-on-year.
Revenues in Europe grew by 39.3% to $135.7 million (H1 FY2023:
$97.4 million) and now make up 34.1% of Group revenue (H1 FY2023:
27.2%). Of this increase, a small amount arises from changes in
foreign exchange rates. The Group has seen strong growth across its
key customer markets in this region including Medical and Complex
Industrial Technology. The acquisitions of RDS and Murat Ticaret
both contribute to the growth in this segment.
Gross margin
The gross margin in the first half of the year was 22.9% (H1
FY2023: 20.6%), which was broadly in line with the 22.8% achieved
in the second half of FY2023. With incredibly strong customer
relationships, we have negotiated and agreed incremental price
increases on a fair and transparent basis, maintaining cost
competitiveness, while also protecting our margins in this
high-inflationary environment. Inflation resulted in positive
movement in gross margin of 0.3% year-on-year, which was balanced
by inflationary costs within underlying operating expenses.
The post-covid supply chain pressures have continued to ease in
the first half of the year, with component availability improving.
This has driven demand for our more complex products, whilst for
our higher volume products this has caused some end customers to
review and reduce inventory levels. The change in product mix
arising from these conditions has provided a benefit of 0.3% to our
gross margins compared to the prior period.
Cost optimisation, including on freight terms, labour efficiency
and vertical integration, had a beneficial impact on gross margins
of 0.8%. The acquisition of RDS and Murat Ticaret improved gross
margins by 0.8%. There was also a small benefit from foreign
exchange due to the strength of the dollar which improved gross
margin by 0.1%.
Underlying operating profit
Underlying operating costs increased by $12.3 million to $53.8
million (H1 FY2023: $41.5 million). There was a negative impact of
$1.1 million from changes in foreign exchange rates. Inflationary
increases in the labour base have also increased the underlying
operating costs year-on-year, some of which were passed onto
customers, helping the gross margin increase from the prior year.
$4.0 million of the increase was attributable to the acquisitions
of RDS in the second half of FY2023 and Murat Ticaret at the end of
August.
The remaining increase reflects business growth and investment
in expanding our capabilities and capacity. Underlying operating
costs as a percentage of revenue have increased in the period from
11.6% in H1 FY2023 to 13.5% due to inflationary costs, which are
partially offset through price increases, changes in foreign
exchange rates and investment to support future growth.
Underlying operating profit increased 16.5% to $37.4 million (H1
FY2023: $32.1 million). This includes the benefit from the organic
growth as well as the acquisitions of RDS and Murat Ticaret. The
underlying operating margin for the first half of the year was 9.4%
which is above the underlying operating margin of 9.0% in H1
FY2023, due to a combination of factors, including the beneficial
impact from the Murat Ticaret acquisition.
Adjusting items and share-based payments
The Group presents some significant items separately to provide
clarity on the underlying performance of the business. This
includes significant one-off costs such as restructuring and
acquisition related costs, the non-cash amortisation of intangible
assets acquired as part of business combinations, and share-based
payments, as well as associated tax.
Adjusting items and share-based payments totalled $11.6 million
in the period (H1 FY2023: $7.6 million). These costs are made up of
$5.8 million (H1 FY2023: $4.3 million) of amortisation of
acquisition-related intangible assets, $3.0 million (H1 FY2023:
$2.6 million) of share-based payments expense and $2.8 million (H1
FY2023: $0.7 million) of acquisition related costs.
Net finance costs
Net finance costs increased to $5.4 million (H1 FY2023: $3.7
million), despite average bank debt being lower compared to the
prior period, as there has been an increase in interest rates over
the past 18 months. The financing element for leases for the period
was $1.2 million (H1 FY2023: $0.5 million).
During the prior period, the Group entered into an interest rate
swap in respect of $50 million of drawn debt. This fixes the
interest on this element of the debt to provide stability should
there be variability in interest rates over a four-year period.
Taxation
The underlying tax charge of $7.7 million (H1 FY2023: $6.0
million) represents an underlying effective tax rate (ETR) of 22.9%
(H1 FY2023: 20.6%). The underlying tax charge is calculated at an
entity level using local statutory tax rates and is affected by the
recognition of deferred tax assets, including the recognition of
historical tax losses. As tax losses are utilised in FY2024 and
future periods, a deferred tax expense arises which will increase
the ETR.
The increase in underlying ETR is primarily attributable to the
prior period ETR benefits from deferred tax asset recognition and
the increase in the UK corporate tax rate from 19% to 25% from 1
April 2023. The ETR was adversely affected by foreign exchange
differences between tax and functional currencies, but this has
been partially offset by the benefits from tax incentives as a
result of the Group's investments in plant and machinery and
R&D in certain territories.
Cash tax paid during the period was $6.6m (H1 FY2023: $3.6m),
representing an underlying cash ETR of 19.6% (H1 FY2023: 12.4%).
The increase is due to the exhaustion of tax losses in an overseas
jurisdiction, the receipt of several tax refunds relating to
previous periods during H1 FY2023, and the timing of payments in
certain territories.
Net debt and cash flows
Underlying EBITDA increased by 22.8% to $46.8 million (H1
FY2023: $38.1 million). The Group generated underlying free cash
flow of $11.9 million (H1 FY2023: $0.1 million). This included a
working capital outflow of $7.9 million, as well as net capital
expenditure of $16.0 million and tax and net interest paid of $10.3
million.
The working capital outflow represents the increase in working
capital required to support the growth in the business less the
benefit from improvements in the supply chain. The extended lead
times and instances of reduced component availability that we were
experiencing a year ago, began to ease in the second half of last
year. These supply chain pressures have continued to improve in the
first half of the year, allowing us to reduce inventory levels
comparatively to revenue.
Working capital is kept under close review at both a factory and
regional level and multiple projects are well underway to optimise
working capital balances. Interest payments have increased
significantly compared to H1 FY2023 due to interest rates being
higher through the period. There has also been an increase in cash
tax partly as a result of the timing of payments and the
requirement to start paying tax in an overseas jurisdiction after
fully utilising brought forward tax losses.
Net debt (before operating lease liabilities) increased from the
year end to $140.6 million ($76.4 million at 2 April 2023)
principally driven by the cost of acquiring Murat Ticaret less cash
raised through issuing new shares. The Group also had operating
lease liabilities of $33.1 million ($27.3 million at 2 April 2023).
This produces a statutory net debt position of $173.7 million
(FY2023: $103.7 million).
Acquisition strategy
Acquiring high quality businesses for attractive valuations
remains a fundamental component of our strategy. Our methodology
involves the identification of high-performing enterprises within
sectors where our organisation possesses a deep understanding and
significant experience. We are particularly drawn to businesses
with strong and long-lasting customer relationships and established
competencies. Our acquisition pipeline is carefully managed to
prioritise opportunities that augment our Group ' s value
proposition and expand our reach into existing or adjacent markets.
In light of the evolving global supply chain landscape, we also
consider the strategic geographic location of potential targets. We
only entertain targets demanding substantial integration or
restructuring when we are comfortable that we have sufficient
availability of requisite managerial resources to oversee these
projects.
In general, our acquisitions should enhance the Group ' s margin
profile. The process of identifying prospective acquisitions
includes businesses not currently on the market and those already
engaged in an active sales process. Each of these prospects
undergoes thorough qualification and subsequent approval by our
investment committee before progressing to the negotiation phase.
Due diligence is initiated only when alignment on the commercial
terms is assured.
With a history of successfully completing twelve acquisitions in
the past four years, totalling an aggregate investment of
approximately $400 million, the Group has developed and refined a
well-structured approach and built a substantial track record of
execution.
Integration activities for our latest, and largest acquisition
to date, Murat Ticaret, are progressing well. The acquired business
has a strong and robust operating culture that is focused on
delivering high quality production on a timely basis to a broad
range of customers with complex requirements. A number of
improvement areas have been identified in respect of the
back-office operations of the business. With targeted investment in
key areas, this should allow the business to readily adopt the
best-in-class manufacturing and reporting processes deployed across
the other operations within the Group.
Investing in our business
With a significant focus on organic growth in the five-year
plan, we continue to make strategic investments in the business.
Our investment decisions are carefully considered, with customer
demand and project payback central to the approval process. As we
continue to experience rapid growth and win new customer projects,
we are expanding our production capacity in important locations.
The expansion of our facility in Poland completed in the period,
whilst projects continue in our facilities in India, Mexico and
Indonesia.
Our innovative research and development team allows us to
deliver exciting new products and win incremental customer
projects, contributing to our revenue growth. By concentrating on
future developments in our high-growth markets and focusing on
activities that add the most value we can successfully partner with
our customers.
Total capital expenditure for the first half of the year was
$16.0 million, slightly higher than the $15.7 million spend in H1
FY2023. More than 90% of capital expenditure approved in the first
half of the year related to projects that will drive business
growth. Our capital investments typically have a high-level of
return, with an average cash payback period for these projects of
17 months.
Cyber security incident
On 9 October 2023, Volex announced that it had been the subject
of a cyber incident which resulted in unauthorised access to
certain IT systems and data, at some of the Group's international
sites. The incident has been well managed with minimal disruption
to operations with all manufacturing sites fully operational
shortly afterwards.
The effective deployment of the Group's established business
continuity strategy minimised customer disruption and there is not
expected to be any material adverse impact to revenue or underlying
operating profit because of the incident. Costs for the recovery
and remediation of systems are anticipated to be approximately $2
million, which will be reported as an adjusting item in the second
half of the year.
Risks and uncertainties
Risks to Volex are anticipated and regularly assessed and
internal controls are enhanced where necessary to ensure that such
risks are appropriately mitigated. There are several potential
risks that could have a material impact on the Group ' s financial
performance. The principal risks and uncertainties include
competitive threats, legal and regulatory issues, dependency on key
suppliers or customers, movements in commodity prices or exchange
rates, and quality issues. These risks and the relevant
risk-mitigation activities are set out in the FY2023 Annual Report
and Accounts on pages 44 to 49, a copy of which is available on the
website at www.volex.com .
Outlook
Volex has an increasingly diverse end-market exposure providing
the Group with a high degree of resilience throughout our
operations. With deep customer relationships in our chosen markets,
which are all supported by robust structural growth drivers, we are
fully confident in delivering our strategic objectives and
ambitious five-year plan.
The recently completed acquisition of Murat Ticaret brings
increased diversification and access to additional customers and
markets. Furthermore, our investments in organic growth
initiatives, coupled with the flexibility to pursue future
acquisitions supported by our strong balance sheet, will drive
long-term value creation.
Whilst the Group is cognisant of short-term macroeconomic
conditions the Board remains convinced that our diversified
end-market and customer exposure will continue to mitigate any
adverse macro impact and help the Group to deliver sustainable,
long-term growth.
As a result, the Board remains confident in our ability to
achieve long-term objectives and meet full-year market
expectations.
Nat Rothschild Jon Boaden
Group Executive Chairman Group Chief Financial Officer
23 November 2023 23 November 2023
Unaudited Consolidated Income Statement
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
26 weeks ended 1 October 26 weeks ended 2 October
2023 2022
Adjusting
Before Adjusting Before items
Adjusting items and Adjusting and share-based
items and share-based items and payments
share based payments share based (note
payments (note 3) Total payments 3) Total
Notes $'m $'m $'m $'m $'m $'m
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Revenue 2 397.5 - 397.5 357.5 - 357.5
Cost of sales (306.3) - (306.3) (283.9) - (283.9)
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Gross profit 91.2 - 91.2 73.6 - 73.6
Operating expenses (53.8) (11.6) (65.4) (41.5) (7.6) (49.1)
Operating profit 2 37.4 (11.6) 25.8 32.1 (7.6) 24.5
Share of net profit
from associates 1.6 - 1.6 0.7 - 0.7
Finance income 0.3 - 0.3 0.1 - 0.1
Finance costs (5.7) - (5.7) (3.8) - (3.8)
Profit on ordinary
activities before taxation 33.6 (11.6) 22.0 29.1 (7.6) 21.5
Taxation 4 (7.7) 1.2 (6.5) ( 6.0 ) 1.1 ( 4.9 )
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Profit for the period 25.9 (10.4) 15.5 23.1 (6.5) 16.6
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Profit is attributable
to:
Owners of the parent 25.4 (10.3) 15.1 22.8 (6.5) 16.3
Non-controlling interests 0.5 (0.1) 0.4 0.3 - 0.3
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
25.9 (10.4) 15.5 23.1 (6.5) 16.6
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Earnings per share
(cents)
Basic 5 14.9 8.8 14.4 10.3
Diluted 5 14.2 8.4 13.7 9.8
---------------------------- ----- ------------ ------------ ------- ------------ ---------------- -------
Audited Consolidated Income Statement
For the 52 weeks ended 2 April 2023
52 weeks ended 2 April
2023
Before Adjusting
Adjusting items and
items and share-based
share based payments
payments (note 3) Total
Notes $'m $'m $'m
------------------------------ ----- ------------ ------------ -------
Revenue 2 722.8 - 722.8
Cost of sales (565.8) - (565.8)
------------------------------ ----- ------------ ------------ -------
Gross profit 157.0 - 157.0
Operating expenses (89.7) (13.5) (103.2)
Operating profit 2 67.3 (13.5) 53.8
Share of net profit from
associates 1.1 - 1.1
Finance income 0.4 - 0.4
Finance costs (9.5) - (9.5)
------------------------------ ----- ------------ ------------ -------
Profit on ordinary activities
before taxation 59.3 (13.5) 45.8
Taxation (10.7) 2.3 (8.4)
------------------------------ ----- ------------ ------------ -------
Profit is attributable
to:
Owners of the parent 48.0 (11.2) 36.8
Non-controlling interests 0.6 - 0.6
------------------------------ ----- ------------ ------------ -------
48.6 (11.2) 37.4
------------------------------ ----- ------------ ------------ -------
Earnings per share (cents)
Basic 5 30.2 23.2
Diluted 5 28.8 22.1
------------------------------ ----- ------------ ------------ -------
Unaudited Consolidated Statement of Comprehensive Income
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
(Audited)
26 weeks 52 weeks
to to
26 weeks
1 October to 2 April
2 October
2023 2022 2023
$'m $'m $'m
-------------------------------------------------- ------------- ------------- ----------
Profit for the period 15.5 16.6 37.4
Items that will not be reclassified subsequently
to profit or loss :
Actuarial (loss)/gain on defined benefit
pension schemes (0.2) 0.5 (0.5)
Tax relating to items that will not be
reclassified - (0.1) 0.1
-------------------------------------------------- ------------- ------------- ----------
(0.2) 0.4 (0.4)
Items that may be reclassified subsequently
to profit or loss :
(Loss)/gain arising on cash flow hedges
during the period (1.7) (1.3) 1.4
Exchange loss on translation of foreign
operations (5.4) (19.4) (7.0)
Tax relating to items that may be reclassified 1.0 1.8 0.2
-------------------------------------------------- ------------- ------------- ----------
(6.1) (18.9) (5.4)
Other comprehensive expense for the period (6.3) (18.5) (5.8)
Total comprehensive income/(expense)
for the period is attributable to:
Owners of the parent 8.9 (1.7) 31.6
Non-controlling interests 0.3 (0.2) -
-------------------------------------------------- ------------- ------------- ----------
9.2 (1.9) 31.6
-------------------------------------------------- ------------- ------------- ----------
Unaudited Consolidated Statement of Financial Position
As at 1 October 2023 (2 October (Audited)
2022)
1 October 2 October 2 April
2022
Note 2023 $'m 2023
$'m $'m
---------------------------------- ------ ------------ ----------- ----------
Non-current assets
Goodwill 153.7 75.3 82.3
Other intangible assets 100.2 41.2 41.8
Property, plant and equipment 82.5 45.6 50.1
Right of use assets 39.4 23.0 34.5
Interests in associates 6.5 2.2 2.6
Other receivables 1.4 1.2 1.8
Derivative financial instruments 2.1 1.3 0.9
Deferred tax assets 25.5 20.3 24.6
---------------------------------- ------ ------------ ----------- ----------
411.3 210.1 238.6
---------------------------------- ------ ------------ ----------- ----------
Current assets
Inventories 180.4 127.0 120.5
Trade receivables 183.5 142.2 136.2
Other receivables 16.0 13.5 15.7
Current tax assets 0.5 1.1 0.8
Derivative financial instruments 0.3 0.2 0.9
Cash and bank balances 8 47.2 23.0 22.5
---------------------------------- ------ ------------ ----------- ----------
427.9 307.0 296.6
---------------------------------- ------ ------------ ----------- ----------
Total assets 839.2 517.1 535.2
---------------------------------- ------ ------------ ----------- ----------
Current liabilities
Borrowings 8 0.5 - 1.8
Lease liabilities 17.5 5.0 15.6
Trade payables 118.6 93.8 84.4
Other payables 134.4 58.5 65.2
Current tax liabilities 17.3 10.6 14.5
Retirement benefit obligation 0.4 0.3 0.3
Provisions 3.2 1.7 0.9
Derivative financial instruments 2.2 2.5 -
294.1 172.4 182.7
---------------------------------- ------ ------------ ----------- ----------
Net current assets 133.8 134.6 113.9
---------------------------------- ------ ------------ ----------- ----------
Non-current liabilities
Borrowings 8 181.4 115.9 89.6
Non-current lease liabilities 21.5 19.1 19.2
Other payables 1.5 0.9 1.4
Deferred tax liabilities 23.3 6.1 6.9
Retirement benefit obligation 5.1 1.7 2.3
Provisions 0.4 0.1 0.4
233.2 143.8 119.8
---------------------------------- ------ ------------ ----------- ----------
Total liabilities 527.3 316.2 302.5
---------------------------------- ------ ------------ ----------- ----------
Net assets 311.9 200.9 232.7
---------------------------------- ------ ------------ ----------- ----------
Equity attributable to owners
of the parent
Share capital 6 69.5 62.7 62.7
Share premium account 62.1 60.7 60.7
Non-distributable reserve 2.5 2.5 2.5
Hedging and translation reserve (20.6) (28.2) (14.6)
Own shares 7 (1.0) (2.2) (1.0)
Retained earnings 191.5 98.2 115.0
---------------------------------- ------ ------------ ----------- ----------
Total attributable to owners of
the parent 304.0 193.7 225.3
---------------------------------- ------ ------------ ----------- ----------
Non-controlling interests 7.9 7.2 7.4
---------------------------------- ------ ------------ ----------- ----------
Total equity 311.9 200.9 232.7
---------------------------------- ------ ------------ ----------- ----------
Unaudited Consolidated Statement of Changes in Equity
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
Share Non-distribut-able Hedging and Equity Non-cont-rolling
Share premium reserves trans-lation Own Retained attribut-able interests Total
capital account reserve shares earnings to owners equity
$'m $'m $'m $'m $'m $'m $'m $'m $'m
----------------- ------- ------- ------------------- ------------ ------ -------- ------------- ----------------- -------
Balance 2 April
2023 62.7 60.7 2.5 (14.6) (1.0) 115.0 225.3 7.4 232.7
Profit for the
period - - - - - 15.1 15.1 0.4 15.5
Other
comprehensive
(expense)/income
for the period - - - (6.0) - (0.2) (6.2) (0.1) (6.3)
----------------- ------- ------- ------------------- ------------ ------ -------- ------------- ----------------- -------
Total
comprehensive
(expense)/income
for the period - - - (6.0) - 14.9 8.9 0.3 9.2
Business
combination - - - - - - - 0.2 0.2
Own shares
sold/(utilised)
in the period - - - - 1.2 (1.2) - - -
Own shares
purchased in the
period - - - - (1.2) - (1.2) - (1.2)
Dividend - - - - - (6.1) (6.1) - (6.1)
Scrip dividend
related share
issue 0.1 (0.1) - - - 1.8 1.8 - 1.8
Shares issued 6.7 1.5 - - - 64.1 72.3 - 72.3
Reserve entry for
share option
charges - - - - - 2.5 2.5 - 2.5
Tax effect of
share options - - - - - 0.5 0.5 - 0.5
Balance at 1
October 2023 69.5 62.1 2.5 (20.6) (1.0) 191.5 304.0 7.9 311.9
----------------- ------- ------- ------------------- ------------ ------ -------- ------------- ----------------- -------
Unaudited Consolidated Statement of Changes in Equity
(continued)
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
Non-distribut-able
Share reserves Hedging and Equity Non-controll-ing
Share premium trans-lation Own Retained attribut-able interests Total
capital account reserve shares earnings to owners equity
$'m $'m $'m $'m $'m $'m $'m $'m $'m
------------------ ------- ------- ------------------ ------------ ------ -------- ------------- ----------------- -------
Balance 3 April
2022 62.5 60.9 2.5 (9.8) (0.2) 85.2 201.1 7.4 208.5
Profit for the
period - - - - - 16.3 16.3 0.3 16.6
Other
comprehensive (
expense)/income
for the period - - - (18.4) - 0.4 (18.0) (0.5) (18.5)
------------------ ------- ------- ------------------ ------------ ------ -------- ------------- ----------------- -------
Total
comprehensive
income for the
period - - - (18.4) - 16.7 (1.7) (0.2) (1.9)
Own shares
sold/(utilised)
in the period - - - - 1.7 (1.7) - - -
Own shares
purchased in the
period - - - - (3.7) - (3.7) - (3.7)
Dividend - - - - - (4.6) (4.6) - (4.6)
Shares issued 0.2 (0.2) - - - 1.3 1.3 - 1.3
Reserve entry for
share option
charges - - - - - 1.2 1.2 - 1.2
Tax effect of
share options - - - - - 0.1 0.1 - 0.1
Balance at 2
October 2022 62.7 60.7 2.5 (28.2) (2.2) 98.2 193.7 7.2 200.9
------------------ ------- ------- ------------------ ------------ ------ -------- ------------- ----------------- -------
Unaudited Consolidated Statement of Cash Flows
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
(Audited)
26 weeks 52 weeks
to to
26 weeks
1 October to 2 April
Notes 2 October
2023 2022 2023
$'m $'m $'m
------------------------------------------- -------- ------------- ------------- ----------
Profit for the period 15.5 16.6 37.4
Adjustments for:
Finance income (0.3) (0.1) (0.4)
Finance costs 5.7 3.8 9.5
Income tax expense 6.5 4.9 8.4
Share of net profit from associates (1.6) (0.7) (1.1)
Depreciation of property, plant and
equipment 5.0 3.8 8.2
Depreciation of right-of-use asset 3.4 1.8 4.8
Amortisation of intangible assets 6.8 4.7 10.2
Loss on disposal of property, plant
and equipment - - 0.1
Share option charge 3.0 2.6 3.7
Contingent consideration adjustment (1.3) - (1.3)
Decrease in provisions (0.9) (1.0) (1.1)
----------------------------------------------------- ------------- ------------- ----------
Operating cash flow before movements
in working capital 41.8 36.4 78.4
Increase in inventories (16.3) (12.5) (0.2)
Increase in receivables (5.4) (27.4) (15.4)
Increase in payables 16.1 17.7 7.0
Movement in working capital (5.6) (22.2) (8.6)
Cash generated by operations 36.2 14.2 69.8
------------- ------------- ----------
Cash generated by operations before
adjusting items 38.0 15.8 72.0
Cash utilised by adjusting items (1.8) (1.6) (2.2)
------------- ------------- ----------
Taxation paid (6.6) (3.6) (7.9)
Interest paid (4.0) (2.4) (6.2)
----------------------------------------------------- ------------- ------------- ----------
Net cash generated from operating
activities 25.6 8.2 55.7
----------------------------------------------------- ------------- ------------- ----------
Cash flow from investing activities
Interest received 0.3 0.1 0.3
Acquisition of businesses, net of
cash acquired (131.4) - (5.1)
Contingent consideration for businesses
acquired (2.2) (7.5) (7.1)
Proceeds on disposal of property,
plant and equipment 0.3 0.1 0.1
Purchases of property, plant and
equipment (14.3) (8.1) (14.4)
Purchases of intangible assets (2.0) (2.0) (3.9)
Purchase of shares in associate (2.3) - -
Proceeds from the repayment of preference
shares 0.2 0.2 0.3
Net cash used in investing activities (151.4) (17.2) (29.8)
----------------------------------------------------- ------------- ------------- ----------
Cash flow before financing activities (125.8) (9.0) 25.9
------------- ------------- ----------
Cash generated/(used) before adjusting
items (124.0) (7.4) 28.1
Cash utilised in respect of adjusting
items (1.8) (1.6) (2.2)
------------- ------------- ----------
Unaudited Consolidated Statement of Cash Flows (continued)
For the 26 weeks ended 1 October 2023 (26 weeks ended 2 October
2022)
(Audited)
26 weeks 52 weeks
to to
26 weeks
1 October to 2 April
Notes 2 October
2023 2022 2023
$'m $'m $'m
Cash flow before financing activities (125.8) (9.0) 25.9
Cash flow from financing activities
Dividend paid (4.3) (3.3) (5.7)
Net purchase of shares for share
schemes (1.2) (3.5) (7.2)
Refinancing costs paid (0.3) - (0.5)
New bank loan raised 105.6 19.0 25.0
Repayment of borrowings (15.2) (2.3) (35.3)
Proceeds on issue of shares 72.3 - -
Outflow from factoring - (0.7) (0.7)
Interest element of lease payments (1.2) (0.5) (1.7)
Receipt from lease debtor 0.1 0.2 0.5
Capital element of lease payments (4.1) (2.1) (5.8)
Net cash generated from/(used in)
financing activities 151.7 6.8 (31.4)
----------------------------------------- -------- ------------- ------------- ----------
Net increase/(decrease) in cash
and cash equivalents 8 25.9 (2.2) (5.5)
Cash and cash equivalents at beginning
of period 8 20.7 25.9 25.9
Effect of foreign exchange rate changes 8 0.6 (0.7) 0.3
----------------------------------------- -------- ------------- ------------- ----------
Cash and cash equivalents at end
of period 8 47.2 23.0 20.7
----------------------------------------- -------- ------------- ------------- ----------
Notes to the Interim Statements
1. Basis of preparation
These interim financial statements have been prepared in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the AIM Rules for Companies. The
condensed consolidated interim financial information should be read
in conjunction with the annual financial statements for the 52
weeks ended 2 April 2023, which were prepared in accordance with
UK-adopted international accounting standards and the requirements
of the Companies Act 2006.
This condensed consolidated interim financial information does
not comprise statutory accounts within the meaning of section 434
of the Companies Act 2006. The financial information presented for
the 26 weeks ended 1 October 2023 ('H1 FY2024') and the 26 weeks
ended 2 October 2022 ('H1 FY2023') has not been reviewed by the
auditors. The financial information for the 52 weeks ended 2 April
2023 ('FY 2023' ) is extracted and abridged from the Group's full
accounts for that year. The statutory accounts for FY2023 have been
filed with the Registrar of Companies for England and Wales and
have been reported on by the Group's auditors. The report of the
auditors was not qualified and did not contain a statement under
section 498 of the Companies Act 2006.
The Directors confirm that, to the best of their knowledge, the
interim financial statements have been prepared in accordance with
UK adopted International Accounting Standard 34 'Interim Financial
Reporting' and the AIM Rules for Companies, and that the interim
report includes a fair review of the information required. The
interim report was approved by the Board of Directors on 23
November 2023.
This interim report can be downloaded or viewed via the Group's
website at www.volex.com . Copies of the annual report for the 52
weeks ended 2 April 2023 are available at the Company's registered
office at Unit C1 Antura, Bond Close, Basingstoke, Hampshire,
England, RG24 8PZ, and can also be downloaded or viewed via the
Group's website.
These condensed financial statements have also been prepared
using accounting policies consistent with those disclosed in the
annual report and accounts for the year ended 2 April 2023, which
were prepared in accordance with UK-adopted international
accounting standards and the requirements of the Companies Act
2006.
Going Concern
As at 1 October 2023 the Group had net debt of $173.7m with
undrawn committed borrowing available under its revolving credit
facility of $59.3m (FY2023: $107.8m).
The Group's forecast and projections, taking reasonable account
of possible changes in trading performance, show that the Group
should continue to operate with sufficient headroom under the
revolving credit facility for the foreseeable future. The Directors
believe that the Group is well placed to manage its business within
the available facilities. Accordingly, they continue to adopt the
going concern basis in preparing these condensed financial
statements.
Impact of standards issued but not yet applied by the Group
The following standards, with an effective date of 1 January
2023, have been adopted without any significant impact on the
amounts reported in these financial statements:
- IFRS 17 Insurance Contracts
- Definition of Accounting Estimates - Amendments to IAS 8
- Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2
- Deferred Tax related to Assets and Liabilities arising from a
Single Transaction - Amendments to IAS 12
- Lease Liability in a Sale and Leaseback - Amendments to IFRS 16
- Classification of Liabilities as Current or Non-current and
Non-current Liabilities with Covenants - Amendments to IAS 1
- Amendments to IAS 12 International Tax Reform Pillar Two Model Rule
The Group has not early adopted any standard, interpretation or
amendment that was issued but is not yet effective. The Group is
assessing any potential implication, but currently do not expect a
material impact on the Group.
2. Business and geographical segments
Business segments
The internal reporting provided to the Executive members of the
Group's Board and the Chief Operating Officer for the purpose of
resource allocation and assessment of Group performance is based
upon the regional performance of where the customer is based and to
where products are delivered. In addition to the operating
divisions, a Central division exists to capture all the corporate
costs incurred in supporting the operations.
Unallocated central costs represent corporate costs that are not
directly attributable to the manufacture and sale of the Group's
products but which support the Group in its operations. Included
within this division are the costs incurred by the executive
management team and the corporate head office.
The following is an analysis of the Group's revenues and results
by reportable segment.
26 weeks to 1 October 26 weeks to 2 October
2023 2022
----------------------------------- ---------------------------- --------------------------
Revenue Profit/(loss) Revenue Profit/(loss)
$'m $'m $'m $'m
----------------------------------- --------- ----------------- --------- ---------------
North America 177.1 17.0 167.5 16.1
Asia 84.7 4.7 92.6 5.1
Europe 135.7 19.5 97.4 14.2
Unallocated central costs
(excluding share-based payments) (3.8) (3.3)
----------------------------------- --------- ----------------- --------- ---------------
Divisional results before
share-based payments and
adjusting items 397.5 37.4 357.5 32.1
Adjusting items (8.6) (5.0)
Share-based payments (3.0) (2.6)
----------------------------------- --------- ----------------- --------- ---------------
Operating profit 25.8 24.5
Share of net profit from
associates 1.6 0.7
Finance income 0.3 0.1
Finance costs (5.7) (3.8)
----------------------------------- --------- ----------------- --------- ---------------
Profit before tax 22.0 21.5
Tax (6.5) (4.9)
----------------------------------- --------- ----------------- --------- ---------------
Profit after tax 15.5 16.6
----------------------------------- --------- ----------------- --------- ---------------
2. Business and geographical segments (continued)
52 weeks to 2 April 2023
------------------------------------------ -------- ------------------------------
Revenue Profit/(loss)
$'m $'m
------------------------------------------ --- --- -------------- --------------
North America 339.8 30.9
Asia 171.4 12.5
Europe 211.6 31.5
Unallocated central costs (excluding share-based payments) (7.6)
-------------------------------------------------------------------- --------------
Divisional results before
share-based payments and Adjusting
items 722.8 67.3
Adjusting items (9.8)
Share-based payments (3.7)
---------------------------------------------------- -------------- --------------
Operating profit 53.8
Share of net profit from associates 1.1
Finance income 0.4
Finance costs (9.5)
---------------------------------------------------- -------------- --------------
Profit before tax 45.8
Tax (8.4)
---------------------------------------------------- -------------- --------------
Profit after tax 37.4
---------------------------------------------------- -------------- --------------
The accounting policies of the reportable segments are in
accordance with the Group's accounting policies.
The adjusting items charge within operating profit for the
period of $ 8.6m (H1 FY2023: $ 5.0m, FY2023 : $9.8m) was split
$1.9m (H1 FY2023: $2.4m, FY2023: $4.8m ) to North America, $6.5m
(H1 FY2023: $2.2m, FY2023: $3.7m ) to Europe, $0.2m (H1 FY2023:
$0.4m, FY2023: $0.3m) to Asia and $nil to central (H1 FY2023: $nil,
FY2023: $1.0m ).
Other segmental information
The Group's revenue from external customers and information
about its non-current assets (excluding deferred tax assets) by
geographical location are provided below:
External revenue Non-current assets
(excluding deferred tax assets)
----------------------------------------- -----------------------------------------
(Audited) (Audited)
26 weeks 26 weeks 52 weeks 26 weeks 26 weeks 52 weeks
to to to to to to
1 October 2 October 2 April 1 October 2 October 2 April
2023 2022 2023 2023 2022 2023
$'m $'m $'m $'m $'m $'m
---------- ------------- ------------- ----------- ------------- ------------- -----------
Geographical segments
North
America 177.1 167.5 339.8 53.2 52.2 51.4
Asia 84.7 92.6 171.4 64.8 49.7 59.0
Europe 135.7 97.4 211.6 267.8 87.9 103.6
397.5 357.5 722.8 385.8 189.8 214.0
---------- ------------- ------------- ----------- ------------- ------------- -----------
Revenue is attributed to countries on the basis of the
geographical location of the customer and delivery of the
product.
3. Adjusting items and share-based payments
(Audited)
26 weeks to 26 weeks to 52 weeks to
1 October 2 October 2 April
2023 2022 2023
$'m $'m $'m
----------------------------------------------------------- -------------- ------------- -------------
Amortisation of acquired intangibles 5.8 4.3 8.9
Acquisition-related costs 3.2 0.7 1.3
Acquisition-related remuneration 0.9 - 0.9
Adjustments to fair value of contingent consideration (1.3) - (1.3)
Total adjusting items 8.6 5.0 9.8
Share-based payments charge 3.0 2.6 3.7
----------------------------------------------------------- -------------- ------------- -------------
Total adjusting items and share-based payments before tax 11.6 7.6 13.5
----------------------------------------------------------- -------------- ------------- -------------
Adjusting items tax credit (1.2) (1.1) (2.3)
----------------------------------------------------------- -------------- ------------- -------------
Adjusting items and share-based payments after tax 10.4 6.5 11.2
----------------------------------------------------------- -------------- ------------- -------------
Adjusting items include costs and income that are one-off in
nature and significant (such as significant restructuring costs,
impairment charges or acquisition-related costs) and the non-cash
amortisation of intangible assets recognised on acquisition.
The adjusting items and share-based payments are included under
the statutory classification appropriate to their nature but are
separately disclosed on the face of the income statement to assist
in understanding the underlying financial performance of the
Group.
Associated with the acquisitions, the Group has recognised
certain intangible assets related to customer relationships and
order backlogs. During H1 FY2024, the amortisation charge on these
intangible assets totalled $5.8m (H1 FY2023: $4.3m, FY2023:
$8.9m).
Acquisition-related costs of $3.2m (H1 FY2023: $0.7m, FY2023:
$1.3m) are mainly related to the acquisition of Murat Ticaret.
These costs represented legal and professional fees associated with
the transaction. In the prior year, the Group's acquisition-related
costs of $1.3m consists of legal and professional fees related to
potential and completed acquisitions.
There was a $1.3m remeasurement of contingent consideration
during the period (H1 FY2023: $nil, FY2023: $1.3m).
4. Tax charge
The Group's income tax expense for the period was $6.5 million
(H1 FY2023: $4.9 million), representing an effective tax rate
("ETR") of 29.5% (H1 FY2023: 22.8%). The increase in statutory ETR
was mainly caused by adjusting items, including non-deductible
acquisition-related expenses, and the increase in the Turkish
headline corporate tax rate from 20% to 25% which increased the
deferred tax liability in respect of intangible assets acquired in
previous years.
The underlying tax charge of $7.7 million (H1 FY2023: $6.0
million) represents an underlying ETR of 22.9% (H1 FY2023: 20.6%).
The underlying tax charge is calculated by reference to the taxable
profits in each individual entity and the local statutory tax rates
and is affected by the recognition of deferred tax assets as
required by IFRS primarily in respect of unused tax losses. In
FY2023, deferred tax assets were fully recognised in a key
jurisdiction which reduced the FY2023 ETR. As the recognised tax
losses are utilised in FY2024 and future periods, a deferred tax
expense arises in respect of the profits which have been offset by
the tax losses, thereby normalising the ETR.
The increase in underlying ETR is primarily attributable to the
prior period ETR benefits from deferred tax asset recognition and
the increase in the UK corporate tax rate from 19% to 25% from 1
April 2023. The ETR was again adversely affected by foreign
exchange differences between tax and functional currencies, but
this has been partially offset by the benefits from tax incentives
as a result of the Group's investments in plant and machinery and
R&D in certain territories.
Cash tax paid during the period was $6.6m (H1 FY2023: $3.6m),
representing an underlying cash ETR of 19.6% (H1 FY2023: 12.4%).
The increase is due to the Group's historical tax losses being
fully utilised in a major jurisdiction, the receipt of several tax
refunds relating to previous periods during H1 FY2023, and the
timing of payments in certain territories.
The Group operates in a number of different tax jurisdictions
and is subject to periodic tax audits by local authorities in the
normal course of business on a range of tax matters in relation to
corporate tax and transfer pricing. As at 1 October 2023, the Group
has net current tax liabilities of $16.8 million (FY2023: $13.7
million) which include $10.7 million (FY2023: $10.4 million) of
provisions for tax uncertainties.
The carrying amount of deferred tax assets is reviewed at each
reporting date and recognised to the extent that it is probable
that there are sufficient taxable profits to allow all or part to
be recovered. Deferred tax assets have been recognised based on
future forecast taxable profits. As at the reporting date the Group
has recognised deferred tax assets of $25.5 million (FY2023: $24.6
million) and deferred tax liabilities of $23.3 million (FY2023:
$6.9 million). The increase in deferred tax liabilities is driven
by the acquisition of Murat Ticaret, primarily arising from the
acquired identifiable intangible assets.
On 11 July 2023 Finance (No. 2) Act 2023 was enacted in the UK,
which contains the UK's legislation in relation to a new tax
framework which is part of the Organisation for Economic
Co-operation and Development (OECD) Base Erosion and Profit
Shifting (BEPS) initiative. This introduces a global minimum
effective tax rate of 15% for large multinational groups, effective
for accounting periods beginning on or after 31 December 2023. On
27 September 2023, the UK Government published additional updated
draft legislation, for technical consultation, relating to these
rules. The Group monitors income tax developments in the
territories in which it operates, as well as the applicable
accounting standards, to understand their potential future impacts.
The Group has applied the exemption under the IAS 12 amendment to
recognising and disclosing information about deferred tax assets
and liabilities related to top-up income taxes.
5. Earnings per ordinary share
The calculations of the earnings per share are based on the
following data:
(Audited)
26 weeks to 26 weeks 52 weeks
to to
Earnings 1 October 2 October 2 April
2023 2022 2023
$'m $'m $'m
-------------------------------------------- ------------- ----------- -----------
Earnings attributable to the ordinary
equity holders of the company for the
purpose of basic earnings per share 15.1 16.3 36.8
Adjustments for:
Adjusting items 8.5 5.0 9.8
Share-based payments charge 3.0 2.6 3.7
Tax effect of above adjustments and
other adjusting item tax movements (1.2) (1.1) (2.3)
-------------------------------------------- ------------- ----------- -----------
Underlying earnings 25.4 22.8 48.0
-------------------------------------------- ------------- ----------- -----------
Weighted average number of ordinary No. shares No. shares No. shares
shares
-------------------------------------------- ------------- ----------- -----------
Weighted average number of ordinary
shares for the purpose of basic earnings
per share 170,546,699 158,522,434 158,681,078
Effect of dilutive potential ordinary
shares - share options 8,024,110 8,243,213 7,896,423
-------------------------------------------- ------------- ----------- -----------
Weighted average number of ordinary
shares for the purpose of diluted earnings
per share 178,570,809 166,765,647 166,577,501
-------------------------------------------- ------------- ----------- -----------
Basic earnings per share Cents Cents Cents
------------------------------------------ ------ ------ ------
Basic earnings per share from continuing
operations 8.8 10.3 23.2
Adjustments for:
Adjusting items 5.0 3.2 6.1
Share-based payments charge 1.8 1.6 2.3
Tax effect of above adjustments and
other adjusting items tax movements (0.7) (0.7) (1.4)
------------------------------------------ ------ ------ ------
Underlying basic earnings per share 14.9 14.4 30.2
------------------------------------------ ------ ------ ------
Diluted earnings per share Cents Cents Cents
--------------------------------------- ------ ------ ------
Diluted earnings per share 8.4 9.8 22.1
Adjustments for:
Adjusting items 4.8 3.0 5.9
Share-based payments charge 1.7 1.6 2.2
Tax effect of above adjustments and
other adjusting items tax movements (0.6) (0.7) (1.4)
--------------------------------------- ------ ------ ------
Underlying diluted earnings per share 14.2 13.7 28.8
--------------------------------------- ------ ------ ------
The underlying earnings per share has been calculated on the
basis of continuing activities before adjusting items and the
share-based payments charge, net of tax. The Directors consider
that this earnings per share calculation gives a better
understanding of the Group's earnings per share in the current and
prior period.
6. Share capital
(Audited)
26 weeks 26 weeks to 52 weeks
to to
1 October 2 October 2 April
2023 2022
$'m $'m 2023
$'m
------------------------------------ ------------- ------------- ----------
Issued and fully paid:
181,403,737 (FY2023: 159,107,085)
Ordinary shares of 25p each 69.5 62.7 62.7
------------------------------------ ------------- ------------- ----------
Shareholders were able to elect to receive ordinary shares in
place of the final dividend for the 52 weeks to 2 April 2023. This
resulted in the issue of 478,471 (H1 FY2023: 377,615, FY2023:
388,376) new fully paid ordinary shares.
On 22 June 2023, the Group completed an equity raise to raise
finances for the completion of the acquisition of Murat Ticaret.
The Group issued 21,818,181 new ordinary shares of 25 pence each,
comprising the 'Placing Shares' and the 'Retail Offer Shares'
(together, the 'equity raise'). The shares were issued at a price
of 275 pence per share, representing a discount of 3.8% to the
closing share price of 286 pence per share on 21 June 2023. In
aggregate, the equity raise represented gross proceeds of GBP60.0m
($74.0m) and net proceeds of GBP58.6m ($72.3m).
The 21,304,186 Placing Shares were issued for non-cash
consideration by way of a 'cash box' structure. This involved a
newly incorporated subsidiary of the company ('Cash Box'). This
structure involved the issue of ordinary and preference shares by
Cash Box to one of the brokers advising the company in respect of
the equity raise. These preference and ordinary shares were
subsequently acquired by the company and the preference shares were
redeemed by Cash Box. The acquisition by the company of the
ordinary shares in Cash Box held by the broker resulted in the
company securing over 90% of the equity share capital of Cash Box.
The company was therefore able to rely on Section 612 of the
Companies Act 2006, which provides relief from the requirements
under Section 610 of the Companies Act 2006 to create a share
premium account. Therefore, no share premium was recorded in
relation to the Placing Shares.
The premium over the nominal value of the Placing Shares was
credited to a merger reserve and subsequently recognised in
retained earnings. The merger reserve created was determined to be
distributable for the purposes of the Companies Act 2006. Certain
Directors of the company participated in the equity raise via the
Placing Shares, subscribing for (in aggregate) 5,461,088 Placing
Shares.
Retail investors were able to participate in the equity raise on
the same terms as institutional investors via the retail offer,
which was available through a number of intermediaries. A total of
513,995 Retail Offer Shares were issued and Share Premium of $1.5m
was recognised.
7. Own shares
(Audited)
26 weeks 26 weeks 52 weeks
to to to
1 October 2 October 2 April
2023
$'m 2022 2023
$'m $'m
--------------------------------------- ------------- ------------ ----------
At the beginning of the period 1.0 0.2 0.2
--------------------------------------- ------------- ------------ ----------
Disposed of in the period on exercise
of options (1.2) (1.7) (4.2)
Purchase of shares 1.2 3.7 5.0
--------------------------------------- ------------- ------------ ----------
At end of the period 1.0 2.2 1.0
--------------------------------------- ------------- ------------ ----------
The own shares reserve represents the cost of shares in the
Company held by the Volex Group PLC Employees' Share Trust ('EBT')
to satisfy future share option exercises under the Group's share
option schemes.
During H1 FY2024 the EBT purchased 350,000 shares at a cost of
$1.2m. During the period 336,747 shares were utilised on the
exercise of share awards. The number of ordinary shares held by the
EBT at 1 October 2023 was 247,231 (H1 FY2023: 577,360, FY2023:
233,978).
8. Analysis of net debt
Other
non-cash changes 1 October
2 April Business comb-inations New Cash Exchange movement $'m $'m 2023
2023 $'m leases flow $'m
$'m $'m $'m
------------- --------- ------------------------ --------- ------- ----------------------- ------------------ ------------
Cash & cash
equivalents 20.7 16.1 - 9.8 0.6 - 47.2
Bank loans (91.5) (4.0) - (90.4) 2.2 - (183.7)
Debt issue
costs 1.9 - - 0.3 - (0.4) 1.8
Lease
liability (34.8) (6.5) (2.3) 5.3 0.5 (1.2) (39.0)
------------- --------- ------------------------ --------- ------- ----------------------- ------------------ ------------
Net debt (103.7) 5.6 (2.3) (75.0) 3.3 (1.6) (173.7)
------------- --------- ------------------------ --------- ------- ----------------------- ------------------ ------------
1 October 2023 2 October 2022 2 April
$'m $'m 2023
$'m
--------------------------- ---------------- --------------- --------
Cash and bank balances 47.2 23.0 22.5
Overdrafts - - (1.8)
Cash and cash equivalents 47.2 23.0 20.7
--------------------------- ---------------- --------------- --------
The carrying amount of the Group's financial assets and
liabilities is considered to be equivalent to their fair value.
9. Related parties
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note.
On 3 April 2023 the Group acquired an additional 8.3% in Kepler
SignalTek Limited for $2.3m, increasing its shareholding to 35.7%.
The entity continues to be accounted for as an associate. During
the period the Group accrued financial income of $nil on the
preference shares (H1 FY2023: $0.1m, FY2023: $0.2m). The balance
due from the associate as at the period end date was $1.5m (H1
FY2023: $1.8m, FY2023: $1.7m).
The Group also has a 43% interest in Volex-Jem Co. Ltd. During
the current and prior period, no transactions have occurred between
the Group and Volex-Jem Co. Ltd or Volex - Jem Cable Precision
(Dongguan) Co. Limited, an entity controlled by Volex-Jem Co. Ltd.
The balance due to the associates as at the period end was $0.1m
(H1 FY2023: $0.1m, FY2023: $0.1m).
A number of share transactions with Directors have occurred
during the period in line with share awards outstanding at the
prior year end and as disclosed in the annual accounts for FY2023
and in line with the Director shareholding notices disclosed on the
Volex website ( www.volex.com ).
10. Business Combination
On 31 August 2023 the Group completed the acquisition of 100% of
the share capital of Murat Ticaret Kablo A. . ('Murat') a leading
manufacturer of complex wire harnesses, headquartered in Turkey.
The acquisition expands the Group presence in the off-highway
sector with operations on three continents and eight manufacturing
sites.
The purchase has been accounted for as a business combination.
Details of the purchase consideration, the net assets acquired and
goodwill are as follows:
Provisional Fair value of consideration transferred $'m
Initial cash 159.6
Deferred consideration 6.0
Contingent consideration 39.8
----------------------------------------------------- ------
Total purchase consideration 205.4
Initial cash includes the initial consideration and the
estimated working capital adjustment payable. Deferred
consideration is the fair value of future committed payments.
The contingent consideration is dependent upon certain EBITDA
targets being met post-acquisition over two one-year measurement
periods. The fair value above has been based on the probable
outcome of each based upon the information available at 1 October
2023.
An exercise has been conducted to assess the provisional fair
values of assets acquired and liabilities assumed. This exercise
identified customer relationships and order backlog intangible
assets. Property, plant and equipment are currently undergoing
external valuation.
The provisional fair value amounts recognised in respect of the
identifiable assets acquired and liabilities assumed are set out in
the table below:
Provisional
Fair Value
$'m
-------------------------------- ------------
Identifiable intangible assets 65.1
Property, plant and equipment 23.6
Right-of-use asset 6.5
Inventories 45.3
Trade receivables 40.5
Trade payables (27.3)
Other debtors and creditors (8.5)
Loans (4.0)
Provisions (2.3)
Cash 16.1
Deferred taxes (17.4)
Lease liabilities (6.5)
Total identifiable assets 131.1
-------------------------------- ------------
Less non-controlling interest (0.2)
-------------------------------- ------------
Goodwill 74.5
-------------------------------- ------------
Consideration 205.4
-------------------------------- ------------
The fair value adjustments are provisional and will be finalised
within 12 months of the acquisition date. Any resulting changes in
the fair values will have an impact on the acquisition accounting
and will result in a reallocation between assets and goodwill and a
possible adjustment to the amortisation charge shown in the income
statement. The non-controlling interest has been initially measured
at fair value.
The provisional goodwill balance recognised above includes
certain intangible assets that cannot be separately identified and
measured due to their nature. This includes control over the
acquired business, the skills and experience of the assembled
workforce and the anticipated synergies arising on integration.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
In H1 FY2024 , Murat contributed $18.9m to Group revenue, $3.3m
to adjusted operating profit and $1.4m to statutory operating
profit. Associated acquisition costs of $3.2m and intangible asset
amortisation of $2.1m have both been expensed as adjusting items in
the period.
11. Contingent Liabilities
As a global Group, subsidiary companies, in the normal course of
business, engage in significant levels of cross-border trading. The
customs, duties and sales tax regulations associated with these
transactions are complex and often subject to interpretation. While
the Group places considerable emphasis on compliance with such
regulations, including appropriate use of external legal advisers,
full compliance with all customs, duty and sales tax regulations
cannot be guaranteed.
Through the normal course of business, the Group provides
manufacturing warranties to its customers and assurances that its
products meet the required safety and testing standards. When the
Group is notified that there is a fault with one of its products,
the Group will provide a rigorous review of the defective product
and its associated manufacturing process and, if found at fault and
contractually liable, will provide for costs associated with recall
and repair as well as rectify the manufacturing process or seek
recompense from its supplier. The Group holds a provision to cover
potential costs of recall or warranty claims for products which are
in the field but where a specific issue has not been reported.
12. Events after the balance sheet date
There are no disclosable events after the balance sheet
date.
13. Alternative performance measures
The Group makes use of underlying and other alternative
performance measures in addition to the measures set out in
International Financial Reporting Standards.
Underlying operating profit and Underlying EBITDA
Underlying operating profit is defined as operating profit
excluding adjusting items and share-based payments. Underlying
EBITDA is defined as underlying operating profit adjusted for
depreciation and amortisation. The Group uses Underlying operating
profit and Underlying EBITDA to present meaningful year-on-year
comparisons. The reconciliation between Operating profit and
Underlying operating profit and Underlying EBITDA is presented
below.
1 October 2 October 2 April
2023 2022 2023
$'m $'m $'m
Operating profit 25.8 24.5 53.8
Add back:
Adjusting operating items 8.6 5.0 9.8
Share-based payments
charge 3.0 2.6 3.7
----------------------------------- ----------- ----------- ---------
Underlying operating
profit 37.4 32.1 67.3
Depreciation of property,
plant and equipment 5.0 3.8 8.2
Depreciation of right-of-use
assets 3.4 1.8 4.8
Amortisation of intangible
assets not acquired in
business combination 1.0 0.4 1.3
----------------------------------- ----------- ----------- ---------
Underlying EBITDA 46.8 38.1 81.6
Underlying basic earnings per share and underlying diluted
earnings per share
Underlying basic earnings per share is defined by the profit
attributable to the owners of the parent company excluding
adjusting items divided by the weighted average number of share in
issue during the year. Underlying diluted earnings per share is
adjusts the basic earnings per share by the effect of dilutive
potential share options as at the period end date. Both metrics are
reconciled to statutory measures in note 5.
Organic growth
The Group has undertaken twelve acquisitions in the past six
years and management use organic revenue growth so that meaningful
year-on-year comparisons can be made.
Organic revenue growth is calculated using constant exchange
rates by taking the total reported revenue (excluding the impact of
acquisitions and disposals) divided by the preceding financial
year's revenue at the current year's exchange rates.
Complex
Electric Consumer Industrial
Revenue Vehicles Electricals Medical Technology Off-Highway Total
$'m $'m $'m $'m $'m $'m
----------------------- ---------- ------------- -------- ------------ ------------ ------
26 weeks to 2 October
2022 reported 69.1 138.2 66.8 83.4 - 357.5
Restatement * - - - (8.9) 8.9 -
26 weeks to 2 October
2022 restated 69.1 138.2 66.8 74.5 8.9 357.5
FX impact (0.9) (3.3) 1.7 - (0.4) (2.9)
----------------------- ---------- ------------- -------- ------------ ------------ ------
68.2 134.9 68.5 74.5 8.5 354.6
Organic growth (10.8) (12.1) 12.2 22.4 3.2 14.9
Organic growth % (15.8%) (9.0%) 17.8% 30.1% 37.6% 4.2%
Acquisitions - - 5.4 3.7 18.9 28.0
26 weeks to 1 October
2023 57.4 122.8 86.1 100.6 30.6 397.5
* Upon acquisition of Murat Ticaret we gained scale in the
Off-Highway market, allowing us to launch a new fifth market
sector. Previously we reported sales to Off-Highway customers from
our sites in North America and India within Complex Industrial
Technology, this has been restated to ensure comparability going
forwards.
Covenant leverage
The Group has a $240 million committed facility together with an
additional $60 million uncommitted accordion.
The terms of the RCF require the Group to perform quarterly
financial covenant calculations with respect to leverage (net debt
(before operating lease liabilities) to covenant EBITDA) and
interest cover (covenant EBITDA to covenant interest). Breach of
these covenants could result in cancellation of the facility. Net
debt (before operating lease liabilitites) in the financial
statements is defined as net debt excluding lease liabilities but
including pre-IFRS 16 finance leases. Covenant EBITDA is defined as
underlying EBITDA adjusted for depreciation of right-of-use assets
and the last twelve months prorated EBITDA from acquisitions.
Note 1 October 2 October 2 April
2023 2022 2023
$'m $'m $'m
Net debt 8 (173.7) (117.0) (103.7)
Lease liabilities 8 39.0 24.1 34.8
Finance leases (5.9) (5.9) (7.5)
----------------------------------- ----- ----------- ----------- ---------
Net debt (before operating
lease liabilities) (140.6) (98.8) (76.4)
Underlying EBITDA 90.4 72.4 81.6
Depreciation of right-of-use
assets (6.4) (3.7) (4.8)
Prorated acquired EBITDA 27.6 1.1 1.6
----------------------------------- ----- ----------- ----------- ---------
Covenant EBITDA 111.6 69.8 78.4
Covenant leverage 1.3x 1.4x 1.0x
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IR DBBDBLGDDGXD
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