Victorian Plumbing Group
PLC
HALF year results for the
SIX MONTHS ENDED 31 mARCH 2024
Further profitable growth in
market share despite a subdued trading environment, whilst
investing for a transformational year.
Victorian Plumbing Group plc
("Victorian Plumbing", the "Group"), the UK's leading bathroom
retailer(1), announces its half year results for the six months ended 31
March 2024 ("H1 2024").
|
H1 2024
|
H1
2023
|
Change
|
Revenue
|
£144.6m
|
£146.8m
|
(1%)
|
Gross
profit(2)
|
£72.3m
|
£66.8m
|
8%
|
Gross profit
margin(3)
|
50%
|
46%
|
4%pts
|
Adjusted
EBITDA(4)
|
£13.2m
|
£9.9m
|
33%
|
Adjusted EBITDA
margin(5)
|
9%
|
7%
|
2%pts
|
Operating profit
|
£7.0m
|
£5.5m
|
27%
|
Adjusted
PBT(6)
|
£11.5m
|
£8.2m
|
40%
|
Adjusted PBT
margin(7)
|
8%
|
6%
|
2%pts
|
Operating cash
conversion(8)
|
65%
|
66%
|
(1%pt)
|
Net cash
|
£36.1m
|
£40.9m
|
(12%)
|
Adjusted diluted earnings per
share(9)
|
2.7p
|
1.9p
|
42%
|
Interim dividend
|
0.52p
|
0.45p
|
16%
|
Financial highlights
·
|
Resilient H1 2024 revenue down 1%
to £144.6m (H1 2023: £146.8m) or flat on a like-for-like ("LFL")
basis(10) when adjusting for the impact of Easter timing.
|
·
|
Gross profit up 8% to £72.3m (H1
2023: £66.8m); gross profit margin increased 4%pts to 50% (H1 2023:
46%), representing the highest gross margin since listing in 2021,
underpinned by own brand sales.
|
·
|
Gross profit margin improvement
drove a 33% increase in adjusted EBITDA to £13.2m (H1 2023: £9.9m);
adjusted EBITDA margin increased 2%pts to 9% (H1 2023:
7%).
|
·
|
Adjusted PBT increased 40% to
£11.5m (H1 2023: £8.2m); adjusted PBT margin increased 2%pts to 8%
(H1 2023: 6%).
|
·
|
Operating cash conversion remained
robust at 65% (H1 2023: 66%), with free cash
flow(11) up 32% to £8.6m (H1 2023: £6.5m).
|
·
|
Net cash (excluding IFRS 16) of
£36.1m (H1 2023: £40.9m, FY 2023: £46.4m), reflecting strong
operating cash conversion, offset by dividend payment (£3.1m) and
warehouse transformation spend (£15.2m).
|
·
|
Adjusted diluted EPS of 2.7p (H1
2023: 1.9p), reflecting a 42% increase.
|
·
|
Interim dividend of 0.52p per
share (H1 2023: 0.45p per share), reflecting a 16% increase, in
line with capital allocation policy.
|
Operational and strategic highlights
·
|
Total
orders(12) increased 2% to 494,000 (H1 2023: 482,000) reflecting
continued market share gains in a subdued trading
environment(13).
|
·
|
Customers continue to purchase
proportionately more of our own brand products, reducing average
order value ("AOV")(14)
by 4% to £293 (H1 2023: £305); own brand products
represented 79% of total revenue (H1 2023: 77%), which is
supportive to gross margin.
|
·
|
Further progress in strategic
growth areas of 'trade' and 'expansion categories':
|
|
o Trade revenue increased 9%
to £32.3m (H1 2023: £29.6m) and now represents 22% of total revenue
(H1 2023: 20%).
|
|
o Expansion category revenue
for tiles, lighting and décor increased 19% to £5.6m (H1 2023:
£4.7m).
|
·
|
Lower shipping costs and a shift
to own brand products have contributed to improved gross
margins.
|
·
|
Marketing spend as a % of revenue
broadly unchanged at 29%.
|
·
|
Customer satisfaction increased
with an average Trustpilot score(15) of 4.6 (H1 2023: 4.5, FY
2023: 4.5), whilst maintaining a Trustpilot rating of
'Excellent'.
|
·
|
Fit-out of our new 544,000 square
feet purpose-built distribution centre in Leyland, Lancashire (the
"DC") is on time and within budget, with the DC set to be fully
operational before the end of the financial year.
|
Investment in people, brand and technology:
·
|
Bolstered our dedicated Trade team
during H1 2024, helping us to attract new trade customers and to
drive further growth in trade revenue.
|
·
|
Our first foray into sports
sponsorship, together with continued investment in brand across TV
and outdoor advertising, has helped increase brand
awareness(16).
|
·
|
Ongoing development of our app
will enhance efficiency and engagement for both trade customers and
consumers.
|
Acquisition of Victoria Plum
As announced, the Group acquired
Victoria Plum on 17 May 2024 for £22.5m on a cash free, debt free
basis, subject to adjustment for normalised working capital (the
"Acquisition"). The purchase price represents c.0.5x Victoria
Plum's estimated annual revenue and reflects the significant
strategic value of the Victoria Plum brand and associated
intellectual property.
For the six months ended 31 March
2024, unaudited management accounts indicate that Victoria Plum
held c.£10m of stock at provisional book value, cash of c.£3m,
deposits with suppliers of c.£2m and tangible fixed assets of
c.£1m.
Current trading and outlook
As customers continue to seek
value, demand for 'big ticket' discretionary items is unchanged.
The Group has continued to take market share organically; LFL
revenue in April and the early part of May 2024 has been in line
with H1 2024 trends, with order volume growth offset by lower
AOVs.
The decline in AOV has shown early
signs of levelling off, indicative of a slowdown in the shift by
consumers to buy more of our own brand product
range. Additionally, comparative shipping cost tailwinds
have diminished over recent weeks, with both factors stabilising
gross margin.
Looking forward, the Group will
benefit from revenue growth as a result of further market share
gains from the acquisition of Victoria Plum, albeit tempered by a
continuation of recent trading trends in the market. While the
ongoing Victoria Plum cost reduction programme is finalised, losses
from the business will have a marginal impact on Group
profitability in H2 2024, therefore adjusted EBITDA in FY 2024 is
expected to be broadly in line with current consensus. The
Acquisition is expected to be EPS accretive from FY 2025. Net cash
(excluding IFRS 16) at the full year is expected to be in the range
of £5m to £7m, reflecting the impact of the Acquisition and
investment in the DC.
Mark Radcliffe, Founder and Chief Executive Officer of
Victorian Plumbing, said:
"I am pleased with the Group's
performance in the first half, having increased profitability and
consolidated our leading position as the UK's number one bathroom
retailer. At the same time, we have embarked upon a year of
transformational change with significant investment in our people,
technology and operations.
"Our new distribution centre, once
operational, will remove space constraints, enabling us to deliver
on our strategic plans in expansion categories and our trade
proposition. Moreover, the recent acquisition of Victoria Plum
represents another exciting strategic milestone and provides a
unique opportunity to accelerate our growth.
"Continued investment in our
brand, epitomised by our three-year partnership with Bolton
Wanderers Football Club, alongside our unrelenting approach to
online marketing and an ever-improving customer experience,
provides strong foundations for the future.
"This robust first half
performance, our unchanged momentum into the rest of the year and
the exciting developments scheduled for H2 2024, gives the Board
confidence in our profitable growth strategy as we continue to
deliver long-term value for all stakeholders."
Analyst and investor webinar
A webinar for analysts and investors
will be held today, 28 May 2024, at 09.00am BST. If you wish to
join the webinar, please contact FTI Consulting via:
VictorianPlumbing@fticonsulting.com.
For further information please contact:
Victorian Plumbing Group plc
Mark Radcliffe, Chief Executive
Officer
Daniel Barton, Chief Financial
Officer
|
via FTI
Consulting
+44 20 3727
1000
|
FTI Consulting (Financial PR)
Alex Beagley, Harriet Jackson, Amy
Goldup
|
+44 20 3727
1000
VictorianPlumbing@fticonsulting.com
|
Houlihan Lokey Advisory Limited (Nominated
Adviser)
Sam Fuller, Tim
Richardson
|
+44 20 7839
3355
|
Barclays Bank PLC (Joint Broker)
Nicola Tennent, Stuart
Muress
|
+44 20 7623
2323
|
Deutsche Numis (Joint Broker)
Luke Bordewich, Oliver
Steele
|
+44 20 7260
1000
|
About Victorian Plumbing
Victorian Plumbing is
the UK's leading bathroom
retailer, offering a wide range of over
44,000 products to B2C and trade customers. Now, through either the
Victorian Plumbing or Victoria Plum brand offerings, customers can
access a one-stop shop solution for the entire bathroom with more
than 140 own and third party brands across a wide spectrum of price
points.
The Group's product design and
supply chain strengths are complemented by its creative and
brand-focused marketing strategy to drive significant and growing
traffic to its platforms.
Headquartered in Skelmersdale, the
Group employs over 700 people across nine other locations,
including sites in Leyland, Doncaster,
Manchester and Birmingham.
Cautionary statement
This announcement of half year
results does not constitute or form part of and should not be
construed as an invitation to underwrite, subscribe for, or
otherwise acquire or dispose of any Victorian Plumbing Group plc
(the "Company") shares or other securities in any jurisdiction nor
is it an inducement to enter into investment activity nor should it
form the basis of or be relied on in connection with any contract
or commitment or investment decision whatsoever. It does not
constitute a recommendation regarding any securities. Past
performance, including the price at which the Company's securities
have been bought or sold in the past, is no guide to future
performance and persons needing advice should consult an
independent financial advisor. This announcement may include
statements that are, or may be deemed to be, "forward-looking
statements" (including words such as "believe", "expect",
"estimate", "intend", "anticipate" and words of similar meaning).
By their nature, forward-looking statements involve risk and
uncertainty since they relate to future events and circumstances,
and actual results may, and often do, differ materially from any
forward-looking statements. Any forward-looking statements in this
announcement reflect management's view with respect to future
events as at the date of this announcement. Save as required by
applicable law, the Company undertakes no obligation to publicly
revise any forward-looking statements in this announcement, whether
following any change in its expectations or to reflect events or
circumstances after the date of this announcement.
Summary of performance
|
Units
|
H1 2024
|
H1
2023
|
Change
|
Income statement
|
|
|
|
|
Revenue
|
£m
|
144.6
|
146.8
|
(1%)
|
Gross profit
|
£m
|
72.3
|
66.8
|
8%
|
Gross profit margin
|
%
|
50%
|
46%
|
4%pts
|
Adjusted EBITDA
|
£m
|
13.2
|
9.9
|
33%
|
Adjusted EBITDA margin
|
%
|
9%
|
7%
|
2%pts
|
Profit before tax
|
£m
|
5.9
|
5.6
|
5%
|
Adjusted PBT
|
£m
|
11.5
|
8.2
|
40%
|
Adjusted PBT margin
|
%
|
8%
|
6%
|
2%pts
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Adjusted diluted EPS
|
pence
|
2.7
|
1.9
|
42%
|
Statutory diluted EPS
|
pence
|
1.4
|
1.3
|
8%
|
Interim dividend per
share
|
pence
|
0.52
|
0.45
|
16%
|
|
|
|
|
|
Cash flow
|
|
|
|
|
Free cash flow
|
£m
|
8.6
|
6.5
|
32%
|
Operating cash conversion
|
%
|
65%
|
66%
|
(1%pt)
|
Net cash and cash
equivalents
|
£m
|
36.1
|
40.9
|
(12%)
|
|
|
|
|
|
|
|
|
|
|
Key
performance indicators
|
|
|
|
|
Total orders
|
'000
|
494
|
482
|
2%
|
Active
customers(17)
|
'000
|
357
|
352
|
1%
|
Average order value
|
£
|
293
|
305
|
(4%)
|
Average Trustpilot score
|
/
5.0
|
4.6
|
4.5
|
N/A
|
Marketing spend as a % of
revenue
|
%
|
29%
|
28%
|
1%pt
|
Trade revenue as a % of total
revenue
|
%
|
22%
|
20%
|
2%pts
|
Own brand as a % of total
revenue
|
%
|
79%
|
77%
|
2%pts
|
(1)
Mintel (2023) Bathrooms
& Bathrooms Accessories UK.
(2) Gross
profit is defined as revenue less cost of sales. Cost of sales
includes all direct costs incurred in purchasing products for
resale along with packaging, distribution and transaction costs
(which include mark to market movements on forward currency
contractual arrangements in line with the Group's treasury
policy).
(3)
Gross profit margin is defined as gross profit as a
percentage of revenue.
(4) Adjusted
earnings before interest, tax, depreciation and amortisation
("EBITDA") is defined as operating profit before depreciation,
amortisation, exceptional items and IFRS 2 share-based payments
(including associated National Insurance ("NI")).
(5)
Adjusted EBITDA margin is defined as adjusted EBITDA as a
percentage of revenue.
(6)
Adjusted profit before tax ("PBT") is defined as adjusted
EBITDA less finance costs/(income), depreciation and
amortisation.
(7)
Adjusted PBT margin is defined as adjusted PBT as a
percentage of revenue.
(8)
Operating cash conversion is free cash flow as a percentage
of adjusted EBITDA.
(9)
Adjusted diluted earnings per share ("EPS") is defined as
total adjusted profit after tax for the period divided by the total
issued share capital. Total adjusted profit after tax for the
period is defined as profit for the period before exceptional items
and IFRS 2 share-based payments and after adjusting for the tax
impact of those items.
(10) LFL
adjustments are made to enable a meaningful and balanced comparison
of metrics, eliminating distortion that has otherwise been caused
by factors varying between the comparator time periods.
(11) Free cash
flow is cash generated from operating activities before exceptional
items and taxation, less routine capital expenditure and cash flows
relating to routine leases.
(12) Total
orders is defined as the total number of orders dispatched to
customers in the period.
(13)
Construction Products Association (April 2024) Spring Forecasts.
(14) AOV is
defined as revenue divided by total orders in the
period.
(15) The
average Trustpilot score is defined as the monthly average of all
scores on Trustpilot.
(16) YouGov
UK Awareness Score,
calculated as the monthly average of scores during the relevant
period.
(17) Active
customers are the number of unique customers who placed an order in
the period.
CEO Statement
Overview
The business has continued to
deliver on its strategy to grow profitably, achieving order growth
of 2% and taking further market share against an unchanged 'Repair,
Maintenance and Improvement' ("RMI") macroeconomic backdrop. Order
growth has been offset by AOV decline of 4% as the mix of sales has
shifted to the Group's higher margin own brand range. The consumer
continues to choose Victorian Plumbing as the UK's number one
bathroom retailer as a result of our fair pricing, unrivalled high
quality product range, excellent availability and service. Order
levels have increased beyond the highs achieved during the Covid
period, and our Trustpilot rating has remained 'Excellent' while
delivering this continued growth.
The continuation of a steady shift
to own brand products, and the benefit arising from it, has
supported the continued improvement in profitability through H1
2024, with a 1% decline in revenue achieving strong adjusted EBITDA
growth. I am pleased our commitment to provide the most extensive
choice of high quality bathroom products and the best customer
experience continues to result in a successful and sustainable
financial performance, irrespective of wider market
conditions.
Summary of
performance
Outperforming the wider RMI market,
we reported broadly flat revenue of £144.6m (H1
2023: £146.8m) adjusting for Easter impacts, reflecting an
increase in total orders of 2% and a decline in AOV of
4%.
This outcome, together with
continued tailwinds from a reduction in shipping costs, resulted in
gross profit increasing 8% to £72.3m (H1 2023: £66.8m), and gross
margin improvement of 4%pts to 50% (H1 2023: 46%). Marketing costs
as a % of revenue were broadly unchanged at 29.5% (H1 2023: 28.4%),
with online marketing spend flat on an absolute basis and a £0.9m
increase in brand spend. People, property and other underlying
costs grew by 9% to £16.5m, driven predominantly by the April 2023
National Living Wage increase of 10%.
Adjusted EBITDA increased 33%
to £13.2m (H1 2023: £9.9m) and adjusted EBITDA
margin increased to 9% (H1 2023: 7%). Operating profit
increased 27% to £7.0m (H1 2023: £5.5m); a financial
performance that is testament to the resilience of our business
model and competitive advantage, and which underpins our confidence
in delivering short, medium and long-term profitable
growth.
Our strategic
focus
We continue to leverage our leading
market and brand position and our strong cash generation to deliver
on our clear strategic objectives, which remain unchanged and focus
on three growth horizons: core B2C, expansion categories and trade.
Our core growth horizon is
retailing bathroom products and accessories to consumers in
the UK through our market leading online platform.
Consumers are continuing to shift online to purchase bathroom
products and accessories and there is still a considerable way to
go before this transition reaches maturity. We are particularly
well placed to continue to gain further market share in the
short-term through these structural tailwinds and by taking share
from traditional physical retailers, omni-channel players and other
online competitors.
Following the successful
re-platforming of our website in December 2022, we further enhanced
the front end in June 2023 to improve the buying journey around our
expansion categories. More recently, we have launched 'product
detail pages' that better showcase the different options and
specifications available to purchase within a selected range, and
the search functionality has been developed to incorporate the
latest advances in AI.
Our second horizon focuses on
expansion categories. Given our position in the bathroom product
and accessories market, we have an exciting opportunity to expand
our reach into products that often come later in a consumer's
buying journey, such as tiles, lighting and décor, and
kitchens. We were very pleased to see our expansion category
revenue increase by 19% to £5.6m (H1 2023: £4.7m), despite the
space constraints that we continue to operate within prior to the
new DC being operational.
Finally, our third growth horizon
focuses on the B2B opportunity to retail bathroom products and
accessories to trade customers. During H1 2024, our trade revenue
grew 9% to £32.3m (H1 2023: 29.6m), representing 22% (H1 2023: 20%)
of our total revenue, compared with an estimated 50:50 split across
the wider market(18). Whilst we
primarily target smaller independent traders, the Victorian
Plumbing brand has historically been consumer focused and so we
believe we can make meaningful market share gains in this area by
broadening our marketing approach, such as via targeted radio
advertising, expanding the range of relevant products we offer to
trade customers and by continually improving the platforms so that
they are more tailored to suit trade customers' needs. The soft
launch of the Victorian Plumbing app in October 2023 further
enhances our proposition in this regard and, along with the
investment into our dedicated Trade team during H1 2024, means we
are well placed to attract trade customers and drive further growth
in trade revenue.
Strengthening our competitive
position
We have retained our position as
the UK's leading bathroom retailer, we have continued to strengthen
our competitive moat and we have improved the customer journey
through innovative technology improvement and category expansion.
Our continued investment in
marketing enhances brand awareness and supports customer
acquisition, as consumers continue to respond positively to the
bold and distinctive Victorian Plumbing brand. Our three-year
partnership with Bolton Wanderers Football Club as its title and
front of shirt sponsor further improves our brand awareness, not
least given the recent run to the 2024 English Football League One
Play Off Final at Wembley, as well as positioning us as a prominent
employer in the North West.
We also complement our creative
offline content by investing in increasingly targeted digital
performance-based marketing. This ongoing and relentless marketing
strategy, together with our bold marketing campaign to 'Boss Your
Bathroom', has maintained our strong brand awareness score of
61% (H1 2023: 60%).
As an online retailer, we continue
to benefit from the ongoing structural shift in consumer buying
behaviour from offline to online. Online sales represented c.27% of
total retail sales in 2023(19), and we expect our
addressable market to grow even further in the coming
years.
(18)
Euromonitor International (2022) State of the Industry
Presentation.
(19) Office
for National Statistics (2023) Internet sales as a percentage of total
retail sales (ratio) (%).
A one-stop shop for bathroom
products and accessories
Offering customers a wide selection
of products across a variety of price points ensures that we are
the true one-stop shop solution when considering a bathroom-related
purchase. At 31 March 2024, we stocked more than 34,000 products
from over 130 brands, ensuring there is something available,
affordable and suitable for everyone. No other UK bathroom retailer
can match this breadth of product offer.
The relationships that we have
developed over time with well-known third party brands enable us to
complement our own brand offerings, which are exclusively available
on the Victorian Plumbing website. We have developed over 25 own
brands using our in-house product development team, and these are
increasingly popular with customers. In the period, 79% of revenue
generated (H1 2023: 77%) came from own brand product ranges,
including Stonehouse Studio, our in-house tile range. This unique
own brand proposition alongside established well-known third party
brands helps to ensure that profitability is maintained
irrespective of wider market conditions and is testament to the
resilience of the business model.
Agile supply
chain
Geopolitical tensions have resulted
in shipping costs starting to increase. However, by leveraging the
positive working relationships we have with our shipping partners,
as well as those built with our global suppliers over 20 years of
trading, we have avoided supply chain disruption - also evidencing
the benefit of scale we have achieved in recent years.
We also now work closely with tile,
lighting and décor manufacturers, many of whom are based
in Southern Europe, to expand this category at margins that
are closely aligned with the existing Group margin.
Seamless customer
journey
We are extremely proud that we
continue to be rated 'Excellent' by Trustpilot and have improved
our average score in the period to 4.6 out of 5.0 (H1 2023:
4.5).
We received a record number of
reviews via Trustpilot during the period and have now surpassed
220,000 reviews in total, the highest of any specialist bathroom
retailer on the site. The 'Excellent' rating we have across this
volume of reviews is testament to the work that our colleagues do,
whether that's in providing the buying experience for our
customers, the speed and efficiency of delivery, quality of product
or the swift resolution of any customer questions.
Development of technology
platform
Our growing Technology Development
and Infrastructure teams work hard to facilitate the continual
development of our bespoke technology platforms to ensure we remain
best in class across online retail.
There has been significant work
over the last 18 months and beyond to completely re-platform our
website to improve its functionality and scalability, introduce a
newly designed structure to give prominence to our expansion
categories, enhance our search functionality to include AI features
and introduce other developments, such as improved courier software
to enhance the customer experience. These targeted developments
have supported an improvement in user conversion of 0.6%pts to 3.4%
in H1 2024 (H1 2024: 2.8%).
The Victorian Plumbing app,
designed with both trade and consumer in mind, was released
successfully in October 2023 and will enable our customers to
browse and purchase products more efficiently. Initial uptake
of the app following its soft launch has been encouraging, and we
will continue to develop functionality ahead of a fuller launch
later in 2024.
In addition, the Technology
Development team continues to enhance our existing warehouse
management system alongside the larger project to transform
warehouse operations, with the DC due to be operational by the
end of the financial year. By performing this work in-house, we can
better control costs, improve quality, and provide more certainty
over the benefits that the improved technology brings.
New distribution
centre
We achieved legal completion on the
20-year lease to operate from the DC on 4 October 2023. This
building will enable us to grow our core offering, expansion
categories and trade proposition. A semi-automated design, together
with new ways of working and improved processes, will result in
improved efficiency in our operations which will aid the
progression of our profitability, most notably in 2025 and
beyond.
As at 28 May 2024, we are
approximately two-thirds of the way through the c.£26m capital
expenditure fit-out (including software development), with much of
the racking now in place. We have begun the task to transition from
our existing infrastructure to the DC and are now 'double running'
to ensure no variation in the customer experience. The project
remains on time and within budget and we look forward to updating
the market at the full year results once we are fully operational
and beginning to reap the benefits of another landmark investment
in the Group's future.
ESG
Taking responsibility is one of our
core values, and we are clear that every one of us has a role to
play in making a positive difference to the environment and
communities in which we operate. Our ESG strategy is centred around
three focus areas: environmental sustainability, diversity and
inclusion, and governance and ethics.
We have made progress during the
period with our people priorities through, for example, the
continuation of our support for our chosen charity, Emmaus - the
charity working to end homelessness. We are running a programme of
employee volunteering days and have supported the development of
our Mental Health Champions with training recognised by MHFA
England, as well as helping our workforce more broadly by providing
enhanced employee benefits.
All our electricity contracts are
now 100% renewable, and we continue to work with suppliers to
reduce the levels of plastic packaging on our products. We are
installing photovoltaic panels on the new DC to ensure we are
maximising the renewable energy source opportunities available to
us.
Our people
As a Board, we continue to be
impressed by the commitment of our people - collectively, their
innovation and hard work have been the driving force behind the
growth and success experienced by the Group over recent years. We
are proud of the values-led, principles-driven culture that is
deep-rooted throughout Victorian Plumbing, and it is this culture
that underpins our ability to adapt to change and respond
positively to challenges.
We warmly welcome the Victoria Plum
team to our Group, and thank all our employees, contractors,
customers, suppliers and other stakeholders for their continued
support. Whilst we are mindful of the macroeconomic conditions that
many of our customers are facing, we remain confident in our
ability to continue to execute our strategy, underpinned by our
strong financial position, to take further market share and further
consolidate our position as the UK's number one bathroom
retailer.
Current trading and
outlook
As customers continue to seek value,
demand for 'big ticket' discretionary items is unchanged. The Group
has continued to take market share organically; LFL revenue in
April and the early part of May 2024 has been in line with H1 2024
trends, with order volume growth offset by lower AOVs.
The decline in AOV has shown early
signs of levelling off, indicative of a slowdown in the shift by
consumers to buy more of our own brand product range. Additionally,
comparative shipping cost tailwinds have diminished over recent
weeks, with both factors stabilising gross margin.
Looking forward, the Group will
benefit from revenue growth as a result of further market share
gains from the acquisition of Victoria Plum, albeit tempered by a
continuation of recent trading trends in the market. While the
ongoing Victoria Plum cost reduction programme is finalised, losses
from the business will have a marginal impact on Group
profitability in H2 2024, therefore adjusted EBITDA in FY 2024 is
expected to be broadly in line with current consensus. The
Acquisition is expected to be EPS accretive from FY 2025. Net cash
(excluding IFRS 16) at the full year is expected to be in the range
of £5m to £7m, reflecting the impact of the Acquisition and
investment in the DC.
Financial review
Introduction
The performance of the Group
continued to be strong through H1 2024 with ongoing momentum in
both profit and cash generation.
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Revenue
|
144.6
|
146.8
|
(1%)
|
Cost of sales
|
(72.3)
|
(80.0)
|
(10%)
|
Gross profit
|
72.3
|
66.8
|
8%
|
Gross profit margin
(%)
|
50%
|
46%
|
4%pts
|
Underlying costs
|
(59.1)
|
(56.9)
|
4%
|
Adjusted EBITDA
|
13.2
|
9.9
|
33%
|
Adjusted EBITDA margin
(%)
|
9%
|
7%
|
2%pts
|
Depreciation and
amortisation
|
(2.3)
|
(1.8)
|
28%
|
Share-based payments
|
(1.6)
|
(2.2)
|
(27%)
|
Exceptional items
|
(2.3)
|
(0.4)
|
475%
|
Operating profit
|
7.0
|
5.5
|
27%
|
Finance (costs)/income
|
(1.1)
|
0.1
|
(1,200%)
|
Profit before tax
|
5.9
|
5.6
|
5%
|
Adjusted profit before tax
|
11.5
|
8.2
|
40%
|
|
|
|
| |
Revenue
Revenue declined from £146.8m to
£144.6m during H1 2024. Order volume grew by 2% to 494,000 (H1
2023: 482,000) and AOV declined by 4% to £293 (H1 2023:
£305).
Order growth reflects continued
market share gain, driven by our unrelenting approach to online
marketing, as well as improved brand awareness. The average number
of items per basket remained stable YOY at 3.1.
The reduction in AOV is a
continuation of the trend experienced in H2 2023 as customers
continue to shift away from more expensive third party brands to
our own brand product range, which carries a higher margin. The
split between own brand vs. third party brands in revenue was 79%
vs. 21% (H1 2023: 77% vs. 23%). Importantly, the Group has not
passed on any price increases during the period as it looks to
support the consumer during a difficult and uncertain period and to
ensure our pricing remains competitive.
Trade revenue, driven by higher
order volumes and flat AOV, grew by 9% to £32.3m (H1 2023: £29.6m)
and now represents 22% of total revenue (H1 2023: 20%). Consumer
revenue declined by 4% to £112.3m (H1 2023: £117.2m) and represents
78% of total revenue (H1 2023: 80%). A decline in consumer revenue
is again symptomatic of customers trading down the range, resulting
in lower AOV.
Revenue continued to grow at pace
in our expansion categories, albeit from a small base given the
space constraints we continue to face until the DC is operational,
which is expected by the end of the financial year. Tiles, lighting
and décor revenue grew by 19% to £5.6m (H1 2023: £4.7m), delivering
a gross margin that is consistent with the wider core bathroom
range.
Gross profit
We define gross profit as revenue
less cost of sales. Cost of sales includes all direct costs
incurred in purchasing products for resale along with packaging,
distribution, and transaction costs (which include mark to market
movements on forward currency contractual arrangements in line with
our treasury policy).
Cost of sales reduced by 10% to
£72.3m (H1 2023: £80.0m). Gross profit margin increased to 50% (H1
2023: 46%; H2 2023: 49%), with gross profit for the period
increasing by 8% to £72.3m (H1 2023: £66.8m). In addition to
reduced shipping costs, the improvement in gross profit also
reflects the product mix change throughout the year. Gross margin
from own brand products increased to 55% (H1 2023: 51%), and gross
margin from third party products increased to 31% (H1 2023:
29%).
We are proud to partner with some
of the industry's leading names which, alongside our own brand
offering, allows us to provide consumers with a wide range of price
points. This dynamic is a compelling component of our unique
ungeared operating model, protecting shareholder return and
building the foundation for future growth.
Underlying costs
Underlying costs, which we define as
administrative expenses before depreciation and amortisation,
exceptional items and share-based payments, increased by 4% to
£59.1m (H1 2023: £56.9m).
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Marketing costs
|
42.6
|
41.7
|
(2%)
|
People costs (excluding share-based
payments)
|
10.5
|
9.4
|
(12%)
|
Property and other overhead
costs
|
6.0
|
5.8
|
(3%)
|
Underlying costs
|
59.1
|
56.9
|
(4%)
|
Growing our brand awareness and
increasing traffic to our site remains a focus for the Group. Total
marketing costs increased by 2% to £42.6m (H1 2023: £41.7m) and
represented 29.5% (H1 2023: 28.4%) of total revenue. Online
marketing costs held flat during the period at £38.6m representing
26.7% (H1 2023: 26.3%) of total revenue. Investment in brand spend,
including our three-year partnership with Bolton Wanderers Football
Club and TV and outdoor advertising, increased to £4.0m (H1 2023:
£3.1m) representing 3% (H1 2023: 2%) of total revenue.
People costs, excluding
share-based payments but including costs relating to agency staff,
increased 12% to £10.5m (H1 2023: £9.4m). This is in line with
expectations given continued inflationary pressure from increases
to the National Living Wage in a tight labour market felt, in
particular, in our Warehouse and Customer Services teams, together
with investments in certain other areas such as our dedicated Trade
team. Overall FTE increased to 665 (H1 2023: 585).
Property and other overhead costs
increased 3% to £6.0m (H1 2023: £5.8m).
Profit
Operating profit to adjusted
EBITDA
Operating costs, comprising
administrative expenses, are managed on a Group basis. The
Executive Leadership Team ("ELT") measures the overall performance
of the Group by reference to adjusted EBITDA, a non-GAAP measure.
This adjusted profit measure is applied by the ELT to understand
earnings trends and is considered an additional, useful measure
under which to assess its true operating performance.
|
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Operating profit
|
|
7.0
|
5.5
|
27%
|
Amortisation
|
|
1.3
|
1.1
|
18%
|
Depreciation of property, plant and
equipment
|
|
0.3
|
0.3
|
0%
|
Depreciation of right-of-use asset
(not included in exceptional items)
|
|
0.4
|
0.4
|
0%
|
Depreciation of right-of-use asset
(included in exceptional items as 'double running')
|
|
0.3
|
-
|
N/A
|
Warehouse transformation
costs
|
|
2.3
|
0.4
|
475%
|
Share-based payments (including
associated NI)
|
|
1.6
|
2.2
|
(27%)
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
33%
|
Adjusted EBITDA increased by 33%
to £13.2m (H1 2023: £9.9m) and adjusted EBITDA margin increased by
2%pts to 9% (H1 2023: 7%).
Adjusted EBITDA to adjusted
PBT
The ELT also measures the overall
performance of the Group by reference to adjusted PBT, a non-GAAP
measure. This adjusted profit measure is applied by the ELT as an
alternative profitability measure, which incorporates the impact of
capital investment and the financing structure of the
Group.
|
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
33%
|
Amortisation
|
|
(1.3)
|
(1.1)
|
18%
|
Depreciation of property, plant and
equipment
|
|
(0.3)
|
(0.3)
|
0%
|
Depreciation of right-of-use
asset
|
|
(0.7)
|
(0.4)
|
75%
|
Depreciation of right-of-use asset
(included in exceptional items as 'double running')
|
|
0.3
|
-
|
N/A
|
Finance income
|
|
0.5
|
0.2
|
67%
|
Finance costs
|
|
(1.6)
|
(0.1)
|
700%
|
Finance costs (included in
exceptional items as 'double running')
|
|
1.4
|
-
|
N/A
|
Adjusted PBT
|
|
11.5
|
8.2
|
40%
|
Adjusted PBT increased by 40% to
£11.5m (H1 2023: £8.2m) and adjusted PBT margin increased by 2%pts
to 8% (H1 2023: 6%). Adjusted PBT benefited from £0.5m of finance
income as return on cash held on the balance sheet.
Exceptional items
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Warehouse transformation costs:
double running and non-recurring costs - operating
expenditure
|
2.3
|
0.4
|
475%
|
Double running - depreciation of
right-of-use assets
|
0.3
|
-
|
N/A
|
Exceptional items recognised within administrative
expenses
|
2.6
|
0.4
|
550%
|
Double running - finance
costs
|
1.4
|
-
|
N/A
|
Exceptional items recognised within finance
costs
|
1.4
|
-
|
N/A
|
Total exceptional items
|
4.0
|
0.4
|
900%
|
On 4 October 2023, the Group
entered into a 20-year lease agreement for the DC and commenced a
period of fit-out. In accordance with IFRS 16, a lease liability of
£41.7m has been recognised, with a corresponding right-of-use asset
recognised in non-current assets.
For the duration of the fit-out,
the DC will not be generating economic benefit for the Group.
Therefore, operating expenditure incurred during the fit-out
period, together with non-recurring transformation costs such as
associated legal and professional fees, totalling £2.3m (H1 2023:
£0.4m) has been recognised as 'warehouse transformation costs' in
the consolidated statement of comprehensive income. During H1 2024,
associated exceptional cash outflows of £1.2m (H1 2023: £0.1m) have
been incurred and recognised in the consolidated statement of cash
flows.
The depreciation of properties
considered to be non-underlying during the fit-out period has been
recognised as 'double running - depreciation of right-of-use
assets'. No associated cash flows have been recorded.
The imputed interest recognised
against IFRS 16 lease liabilities for property considered to be
non-underlying during the fit-out period have been recognised as
'double running - finance costs'. Associated cash outflows of £1.4m
have been expended for double running - finance costs during the
period (H1 2023: £nil).
These costs are being treated as
exceptional to enable better LFL comparison. The double running
costs incurred are temporary and will not continue once the
warehouse transformation is complete.
|
H1 2024
£m
|
H1
2023
£m
|
Cash flows from operating activities
|
|
|
Cash outflow from exceptional
items: warehouse transformation costs
|
(1.2)
|
(0.1)
|
Cash flows from investing activities
|
|
|
Purchase of intangible assets:
assets under construction
|
(0.2)
|
-
|
Purchase of property, plant and
equipment: assets under construction
|
(12.2)
|
-
|
Cash flows from financing activities
|
|
|
Payment of interest portion of
lease liabilities: double running - finance costs
|
(1.4)
|
-
|
Payment of principal portion of
lease liabilities
|
(0.2)
|
-
|
Cash flows from exceptional items
|
(15.2)
|
(0.1)
|
Share-based payments
The Group incurred share-based
payment charges (including associated NI) of £1.6m (H1 2023:
£2.2m). Share-based payment charges for the period include £0.8m
(H1 2023: £1.3m) for schemes relating to the Group's IPO in June
2021, along with £0.8m (H1 2023: £0.9m) for ongoing schemes put in
place post IPO.
Depreciation and amortisation
The Group continues to invest in
its platform and the development of bespoke in-house systems, with
£2.0m intangible assets capitalised during H1 2024 (H1 2023:
£1.3m). Depreciation and amortisation increased by £0.5m to £2.3m
(H1 2023: £1.8m). Depreciation of right-of-use assets included in
exceptional items as 'double running' in H1 2024 was £0.3m (H1
2023: £nil).
Finance income
Finance income of £0.5m during the
period compares to a finance income of £0.2m in H1 2023 due to,
inter alia, cash being
placed on deposit to take advantage of recent high interest rates.
Finance costs included in exceptional items as 'double running' in
H1 2024 were £1.4m (H1 2023: £nil).
Taxation
The Group tax charge of £1.4m (H1
2023: £1.4m) represents an effective tax rate of 24% (H1 2023:
25%).
Earnings per share
Diluted EPS from continuing
operations was 1.4 pence (H1 2023: 1.3 pence).
Adjusted diluted EPS grew by 42%
to 2.7 pence (H1 2023: 1.9 pence).
Assets under construction
The warehouse transformation has
given rise to £11.8m (H1 2023: £nil) of additions during the period
(split as £0.2m intangibles and £11.6m property, plant and
equipment) recognised as an asset under construction given the
fit-out of the DC is ongoing and the building is not yet generating
economic benefit. Of these additions, £12.4m were settled in cash
during H1 2024.
Cash flow and net cash
The Group continues to achieve
strong cash generation with an increase in free cash flow of 32% to
£8.6m (H1 2023: £6.5m), resulting in robust operating cash
conversion of 65% (H1 2023: 66%).
|
H1 2024
£m
|
H1
2023
£m
|
Change
%
|
Adjusted EBITDA
|
13.2
|
9.9
|
33%
|
Movement in working
capital
|
(0.6)
|
(1.3)
|
54%
|
Repayment of lease liabilities
(excluding non-underlying leases)
|
(0.5)
|
(0.6)
|
17%
|
Capital expenditure (excluding
assets under construction)
|
(2.0)
|
(1.5)
|
(27%)
|
VAT not yet recovered on assets
under construction
|
1.0
|
-
|
N/A
|
Non-underlying movements in working
capital
|
(2.5)
|
-
|
N/A
|
Free cash flow
|
8.6
|
6.5
|
32%
|
Operating cash conversion
|
65%
|
66%
|
(1%pt)
|
Underlying changes in working
capital resulted in a cash outflow of £0.6m (H1 2023: £1.3m). This
movement is reflective of the short-term timing differences in
receiving cash from our third party merchant services provider over
the Easter public holiday.
Capital expenditure of £2.0m (H1
2023: £1.5m) included £1.7m (H1 2023: £1.2m) of capitalised
salaries relating to development of the Group's platform and
bespoke inventory management systems.
At the end of H1 2024, the Group
had net cash (excluding IFRS 16 related liabilities) of £36.1m (H1
2023: £40.9m; FY 2023 £46.4m).
Events after the reporting period
As announced on 17 May 2024,
Victorian Plumbing Limited, a subsidiary of Victorian Plumbing,
acquired 100% of the issued share capital of AHK Designs Ltd,
trading as Victoria Plum. The purchase
price for the Acquisition was £22.5m, on a cash free, debt free
basis, subject to adjustment for normalised working capital, funded
from the Group's existing cash reserves. The purchase price
represents c.0.5x Victoria Plum's estimated annual revenue and
reflects the significant strategic value of the Victoria Plum brand
and its associated intellectual property.
Unaudited management accounts
indicate that annualised revenues of the Victoria Plum business had
reduced from c.£100m to c.£40m in the six months ended 31 March
2024 and that annualised adjusted EBITDA losses had improved from
c.£6m to c.£1m during the same period. A cost reduction programme
is in progress, which will see the ongoing workforce of Victoria
Plum reduce from c.400 at the end of September 2023 to c.150. The
Group's current expectation is that the acquired business will be
broadly break even by the end of 2024.
Given the date of the Acquisition,
the initial accounting for the business combination is incomplete
at the time of writing. For the six months ended 31 March 2024,
unaudited management accounts indicate that Victoria Plum held
c.£10m of stock at provisional book value, cash of c.£3m, deposits
with suppliers of c.£2m and tangible fixed assets of c.£1m. The
required disclosures per IFRS 3 Business Combinations will be provided
at the full year announcement.
Dividend
Victorian Plumbing has a robust
balance sheet, generates significant operating cashflows and the
underlying priority is to reinvest into the business and drive
further profitable growth. Recognising that most growth
opportunities do not require significant capital, other than
warehouse optimisation, and reflecting confidence in the Group's
ongoing strength, future growth prospects and cash generation,
Victorian Plumbing operates a capital allocation policy with an aim
of maintaining a dividend cover ratio of c.3.0-3.5x. The policy
includes the consideration that the Board may from time to time
conclude that it has surplus cash, at which point it will consider
further returns to shareholders.
The Board has declared an interim
dividend of 0.52 pence per share (H1 2023: 0.45 pence per share),
which represents a total cash distribution
to shareholders of £1.7m (H1 2023: £1.5m). The dividend will be
paid on 16 August 2024 to shareholders on the register of members
at the close of business on 19 July 2024.
Mark Radcliffe
|
Daniel Barton
|
Chief Executive Officer
|
Chief Financial Officer
|
28 May 2024
|
28 May 2024
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE SIX MONTHS ENDED 31 MARCH
2024
|
Note
|
Six months
to 31 March
2024
£m
|
Six
months
to
31 March 2023
£m
|
Year to
30 September 2023
£m
|
Revenue
|
|
144.6
|
146.8
|
285.1
|
Cost of sales
|
|
(72.3)
|
(80.0)
|
(150.5)
|
Gross profit
|
|
72.3
|
66.8
|
134.6
|
Administrative expenses
|
4
|
(65.3)
|
(61.3)
|
(119.3)
|
Operating profit
|
|
7.0
|
5.5
|
15.3
|
Finance income
|
|
0.5
|
0.2
|
0.6
|
Finance costs
|
|
(1.6)
|
(0.1)
|
(0.3)
|
Profit before tax
|
|
5.9
|
5.6
|
15.6
|
Income tax expense
|
6
|
(1.4)
|
(1.4)
|
(3.8)
|
Profit for the period
|
|
4.5
|
4.2
|
11.8
|
|
|
|
|
|
Basic earnings per share
(pence)
|
8
|
1.5
|
1.5
|
4.1
|
Diluted earnings per share
(pence)
|
8
|
1.4
|
1.3
|
3.7
|
All amounts relate to continuing
operations.
There are no items to be recognised
in the statement of other comprehensive income and hence the Group
has not presented a separate statement of other comprehensive
income.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
AS AT 31 MARCH 2024
|
Note
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Year to
30 September 2023
£m
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
9
|
4.7
|
3.5
|
4.0
|
Property, plant and
equipment
|
10
|
16.3
|
1.3
|
4.9
|
Right-of-use assets
|
11
|
48.5
|
4.1
|
4.3
|
Derivative financial
instruments
|
|
-
|
-
|
0.4
|
Deferred tax asset
|
|
-
|
0.3
|
-
|
|
|
69.5
|
9.2
|
13.6
|
Current assets
|
|
|
|
|
Inventories
|
|
33.2
|
36.0
|
34.2
|
Trade and other
receivables
|
12
|
7.3
|
5.2
|
4.8
|
Corporation tax
recoverable
|
|
0.4
|
0.2
|
-
|
Cash and cash
equivalents
|
|
36.1
|
40.9
|
46.4
|
|
|
77.0
|
82.3
|
85.4
|
Total assets
|
|
146.5
|
91.5
|
99.0
|
|
|
|
|
|
Equity and liabilities
|
|
|
|
|
Equity attributable to the owners of the
Company
|
|
|
|
|
Share capital
|
16
|
0.3
|
0.3
|
0.3
|
Share premium
|
|
11.2
|
11.2
|
11.2
|
Capital redemption
reserve
|
|
0.1
|
0.1
|
0.1
|
Capital reorganisation
reserve
|
|
(320.6)
|
(320.6)
|
(320.6)
|
Retained earnings
|
|
360.5
|
350.3
|
357.8
|
Total equity
|
|
51.5
|
41.3
|
48.8
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Lease liabilities
|
14
|
42.9
|
3.8
|
3.8
|
Derivative financial
instruments
|
|
-
|
0.1
|
-
|
Deferred tax liability
|
|
1.2
|
-
|
-
|
Provisions
|
|
1.9
|
-
|
-
|
|
|
46.0
|
3.9
|
3.8
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
13
|
38.7
|
39.2
|
38.0
|
Contract liabilities
|
|
7.0
|
6.2
|
5.4
|
Lease liabilities
|
14
|
3.1
|
0.7
|
1.0
|
Provisions
|
|
0.2
|
0.2
|
0.2
|
Corporation tax payable
|
|
-
|
-
|
1.8
|
|
|
49.0
|
46.3
|
46.4
|
Total liabilities
|
|
95.0
|
50.2
|
50.2
|
Total equity and liabilities
|
|
146.5
|
91.5
|
99.0
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 MARCH
2024
|
Share
capital
£m
|
Share
premium
£m
|
Capital redemption
reserve
£m
|
Capital reorganisation
reserve
£m
|
Retained
earnings
£m
|
Total
equity
£m
|
Balance at 1 October 2022
|
0.3
|
11.2
|
0.1
|
(320.6)
|
353.0
|
44.0
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
4.2
|
4.2
|
Transactions with owners
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
(9.1)
|
(9.1)
|
Employee share schemes - value of
employee services
|
-
|
-
|
-
|
-
|
2.2
|
2.2
|
Total transactions with owners
recognised directly in equity
|
-
|
-
|
-
|
-
|
(6.9)
|
(6.9)
|
|
|
|
|
|
|
|
Balance at 31 March 2023
|
0.3
|
11.2
|
0.1
|
(320.6)
|
350.3
|
41.3
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
7.6
|
7.6
|
Transactions with owners
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
(1.5)
|
(1.5)
|
Employee share schemes - value of
employee services
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
Tax impact of employee share
schemes
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Total transactions with owners
recognised directly in equity
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
|
|
|
|
|
|
|
Balance at 30 September 2023
|
0.3
|
11.2
|
0.1
|
(320.6)
|
357.8
|
48.8
|
Comprehensive income
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
4.5
|
4.5
|
Transactions with owners
|
|
|
|
|
|
|
Dividends paid
|
-
|
-
|
-
|
-
|
(3.1)
|
(3.1)
|
Employee share schemes - value of
employee services
|
-
|
-
|
-
|
-
|
1.3
|
1.3
|
Total transactions with owners
recognised directly in equity
|
-
|
-
|
-
|
-
|
(1.8)
|
(1.8)
|
|
|
|
|
|
|
|
Balance at 31 March 2024
|
0.3
|
11.2
|
0.1
|
(320.6)
|
360.5
|
51.5
|
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED 31 MARCH
2024
|
Note
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Year to
30 September 2023
£m
|
Cash flows from operating activities
|
|
|
|
|
Cash generated from operating
activities before exceptional items
|
19
|
12.6
|
8.6
|
19.8
|
Cash outflow from exceptional
items
|
|
(1.2)
|
(0.1)
|
(0.6)
|
Cash outflow from share-based
payments
|
|
(0.1)
|
-
|
-
|
Cash generated from operating activities
|
|
11.3
|
8.5
|
19.2
|
Income tax paid
|
|
(2.5)
|
(2.1)
|
(2.1)
|
Interest received on cash
deposits
|
|
0.5
|
0.2
|
0.6
|
Net cash generated from operating activities
|
|
9.3
|
6.6
|
17.7
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Purchase of intangible
assets
|
|
(2.0)
|
(1.3)
|
(3.0)
|
Purchase of property, plant and
equipment
|
|
(12.4)
|
(0.2)
|
(2.0)
|
Net cash used in investing activities
|
|
(14.4)
|
(1.5)
|
(5.0)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Dividends paid
|
|
(3.1)
|
(9.1)
|
(10.6)
|
Finance arrangement fees
|
|
-
|
-
|
(0.1)
|
Payment of interest portion of
lease liabilities
|
|
(1.5)
|
(0.1)
|
(0.2)
|
Payment of principal portion of
lease liabilities
|
|
(0.6)
|
(0.5)
|
(0.9)
|
Net cash used in financing activities
|
|
(5.2)
|
(9.7)
|
(11.8)
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
(10.3)
|
(4.6)
|
0.9
|
Cash and cash equivalents at the
beginning of the period
|
|
46.4
|
45.5
|
45.5
|
Cash and cash equivalents at the
end of the period
|
|
36.1
|
40.9
|
46.4
|
NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS
1.
General information
Basis of preparation
Victorian Plumbing Group plc is a
public limited company which is listed on the Alternative
Investment Market ("AIM") of the London Stock Exchange and is
domiciled and incorporated in the United Kingdom under the
Companies Act 2006.
Its registered office is 22
Grimrod Place, Skelmersdale, Lancashire, WN8 9UU.
These condensed consolidated
interim financial statements ("interim financial statements") were
approved by the Board for issue on 28 May 2024, and have been
prepared as at, and for the six months ended, 31 March 2024. The
comparative financial information presented has been prepared as
at, and for the six months ended, 31 March 2023.
These interim financial statements
do not constitute statutory accounts within the meaning of Section
434 of the Companies Act 2006. The interim financial statements for
the half year ended 31 March 2024 are neither audited nor reviewed
by the Company's auditors. The consolidated financial statements of
the Group as at, and for the year ended, 30 September 2023 are
available on request from the Company's registered office and via
the Company's website. The report of the auditors on those accounts
was unqualified, did not contain an emphasis of matter paragraph
and did not contain any statement under Section 498 of the
Companies Act 2006.
These interim financial statements
have been prepared in accordance with IAS 34 Interim Financial Reporting issued by
the IASB and adopted for use in the UK. They do not include all the
information required for full annual financial statements and
should be read in conjunction with the consolidated financial
statements of the Group as at and for the year ended 30 September
2023, which were prepared in accordance with International
Financial Reporting Standards (IFRSs) in conformity with the
requirements of the Companies Act 2006.
Going concern
After making appropriate enquiries
and considering the impact of the recent Acquisition of AHK Designs
Ltd, trading as Victoria Plum, on 17 May 2024, the Directors have a
reasonable expectation that the Group has adequate resources, in
light of the level of cash generation, to continue in operational
existence for at least twelve months from the date of approval of
the condensed consolidated interim financial information. For this
reason, they have adopted the going concern basis in preparing this
condensed consolidated interim financial information.
2.
Accounting policies, estimates and
judgements
Estimates and judgements are
continually evaluated and are based on historical experience and
other factors, including the expectations of future events that are
believed to be reasonable under the circumstances.
In preparing these interim
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements for the year ended 30 September
2023.
3.
Segmental information
IFRS 8 Operating Segments requires the Group
to determine its operating segments based on information which is
provided internally. Based on the internal reporting information
and management structures within the Group, it has been determined
that there is only one operating segment, being the Group, as the
information reported includes operating results at a consolidated
Group level only (the "Operating Group"). There is also considered
to be only one reporting segment, which is the Group, the results
of which are shown in the consolidated statement of comprehensive
income.
Management has determined that
there is one operating and reporting segment based on the reports
reviewed by the ELT, which is the chief operating decision-maker
("CODM"). The ELT is made up of the Executive Directors and key
management and is responsible for the strategic decision-making of
the Group.
Adjusted
EBITDA
Operating costs, comprising
administrative expenses, are managed on a Group basis. The ELT
measures the overall performance of the Operating Group by
reference to adjusted EBITDA. This adjusted profit measure is
applied by the ELT to understand the earnings trends of the
Operating Group and is considered an additional, useful measure
under which to assess its true operating performance.
The Directors believe that these
items and adjusted measures of performance should be separately
disclosed in order to assist in the understanding of financial
performance achieved by the Operating Group and for consistency
with prior years.
|
|
Six months to 31
March
2024
£m
|
Six
months to 31 March 2023
£m
|
Operating profit
|
|
7.0
|
5.5
|
Amortisation of
intangibles
|
|
1.3
|
1.1
|
Depreciation of property, plant and
equipment
|
|
0.3
|
0.3
|
Depreciation of right-of-use assets
(not included in exceptional items)
|
|
0.4
|
0.4
|
Depreciation of right-of-use assets
(included in exceptional items)
|
|
0.3
|
-
|
Warehouse transformation
costs
|
|
2.3
|
0.4
|
Share-based payments (including
associated NI)
|
|
1.6
|
2.2
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
Adjusted
PBT
The ELT also measures the overall
performance of the Operating Group by reference to adjusted PBT, a
non-GAAP measure. This adjusted profit measure is applied by the
ELT as an alternative profitability measure, which incorporates the
capital investment and the financing structure of the
Group.
|
|
Six months to 31
March
2024
£m
|
Six
months
to 31
March
2023
£m
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
Amortisation of
intangibles
|
|
(1.3)
|
(1.1)
|
Depreciation of property, plant and
equipment
|
|
(0.3)
|
(0.3)
|
Depreciation of right-of-use
assets
|
|
(0.7)
|
(0.4)
|
Depreciation of right-of-use assets
(included in exceptional items)
|
|
0.3
|
-
|
Finance income
|
|
0.5
|
0.2
|
Finance costs
|
|
(1.6)
|
(0.1)
|
Finance costs (included in
exceptional items)
|
|
1.4
|
-
|
Adjusted PBT
|
|
11.5
|
8.2
|
4.
Operating profit
Expenses by nature:
|
|
Six months to 31
March
2024
£m
|
Six
months to 31 March 2023
£m
|
Employee costs (excluding
share-based payments)
|
|
10.0
|
8.7
|
Agency and contractor
costs
|
|
0.5
|
0.7
|
Share-based payments (including
associated NI)
|
|
1.6
|
2.2
|
Marketing costs
|
|
42.6
|
41.7
|
Property costs
|
|
3.2
|
3.1
|
Computer costs
|
|
1.2
|
1.2
|
Depreciation of property, plant and
equipment
|
|
0.3
|
0.3
|
Depreciation of right-of-use
assets
|
|
0.7
|
0.4
|
Amortisation of
intangibles
|
|
1.3
|
1.1
|
Warehouse transformation
costs
|
|
2.3
|
0.4
|
Other costs
|
|
1.6
|
1.5
|
Total administrative expenses
|
|
65.3
|
61.3
|
Share-based payments (including
associated NI)
|
|
(1.6)
|
(2.2)
|
Exceptional items within
administrative expenses
|
|
(2.6)
|
(0.4)
|
Total administrative expenses before separately disclosed
items
|
|
61.1
|
58.7
|
5. Exceptional items
|
|
Six months to 31
March
2024
£m
|
Six
months to 31 March
2023
£m
|
Warehouse transformation costs:
double running and non-recurring costs - operating
expenditure
|
|
2.3
|
0.4
|
Double running - depreciation of
right-of-use assets
|
|
0.3
|
-
|
Exceptional items recognised within administrative
expenses
|
|
2.6
|
0.4
|
Double running - finance
costs
|
|
1.4
|
-
|
Exceptional items recognised within finance
costs
|
|
1.4
|
-
|
Total exceptional items
|
|
4.0
|
0.4
|
On 4 October 2023, the Group
entered into a 20-year lease agreement for the DC and commenced a
period of fit-out. In accordance with IFRS 16, a lease liability of
£41.7m has been recognised, with a corresponding right-of-use asset
recognised in non-current assets.
For the duration of the fit-out,
the DC will not be generating economic benefit for the Group.
Therefore, operating expenditure incurred during the fit-out
period, together with non-recurring transformation costs such as
associated legal and professional fees, totalling £2.3m (H1 2023:
£0.4m) has been recognised as 'warehouse transformation costs' in
the consolidated statement of comprehensive income. During H1 2024,
associated exceptional cash outflows of £1.2m (H1 2023: £0.1m) have
been incurred and recognised in the consolidated statement of cash
flows.
The depreciation of properties
considered to be non-underlying during the fit-out period has been
recognised as 'double running - depreciation of right-of-use
assets'. No associated cash flows have been recorded.
The imputed interest recognised
against IFRS 16 lease liabilities for property considered to be
non-underlying during the fit-out period have been recognised as
'double running - finance costs'. Associated cash outflows of £1.4m
have been expended for double running - finance costs during the
period (H1 2023: £nil).
These costs are being treated as
exceptional to enable better LFL comparison. The double running
costs incurred are temporary and will not continue once the
warehouse transformation is complete.
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Cash flows from operating activities
|
|
|
Cash outflow from exceptional
items: warehouse transformation costs
|
(1.2)
|
(0.1)
|
Cash flows from investing activities
|
|
|
Purchase of intangible assets:
assets under construction
|
(0.2)
|
-
|
Purchase of property, plant and
equipment: assets under construction
|
(12.2)
|
-
|
Cash flows from financing activities
|
|
|
Payment of interest portion of
lease liabilities: double running - finance costs
|
(1.4)
|
-
|
Payment of principal portion of
lease liabilities
|
(0.2)
|
-
|
Cash flows from exceptional items
|
(15.2)
|
(0.1)
|
6.
Taxation
|
|
Six months to 31
March
2024
£m
|
Six
months to 31 March
2023
£m
|
Corporation tax
|
|
|
|
Current tax on profits for the
period
|
|
0.3
|
1.2
|
Total current tax
|
|
0.3
|
1.2
|
Deferred tax
|
|
|
|
Origination and reversal of timing
differences
|
|
1.1
|
0.2
|
Total deferred tax
|
|
1.1
|
0.2
|
Taxation on profit
|
|
1.4
|
1.4
|
Factors affecting tax charge for the period
The Group tax charge of £1.4m (H1 2023: £1.4m) represents an
effective tax rate of 24% (H1 2023: 25%). The tax assessed for the
period is lower (2023: higher) than the standard rate of
corporation tax in the UK of 25% (2023: 22%). The differences are
explained below:
|
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Profit before tax
|
|
5.9
|
5.6
|
Profit multiplied by the blended
standard rate of corporation tax for the full year in the UK of 25%
(2023: 22%)
|
|
1.5
|
1.2
|
|
|
|
|
Effects of:
|
|
|
|
Tax effect of accelerated capital
allowances
|
|
(0.2)
|
-
|
Expenses not deductible for tax
purposes
|
|
-
|
0.1
|
Share options
|
|
0.1
|
0.1
|
Total tax charge for the period
|
|
1.4
|
1.4
|
7.
Dividends
|
Six months to 31 March
2024
Pence per
share
|
Six
months to 31 March 2023
Pence per
share
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Final ordinary dividend recognised
as distributions in the period
|
0.95
|
1.10
|
3.1
|
3.6
|
Special dividend recognised as
distributions in the period
|
-
|
1.80
|
-
|
5.5
|
Interim ordinary dividend
recognised as distributions in the period
|
-
|
-
|
-
|
-
|
Total dividend paid in the period
|
0.95
|
2.90
|
3.1
|
9.1
|
|
|
|
|
|
Interim ordinary
dividend
|
0.52
|
0.45
|
1.7
|
1.5
|
Final ordinary dividend
|
-
|
-
|
-
|
-
|
Total ordinary dividend
|
0.52
|
0.45
|
1.7
|
1.5
|
Special dividend
|
-
|
-
|
-
|
-
|
Total dividend
|
0.52
|
0.45
|
1.7
|
1.5
|
The Board has declared an interim
dividend of 0.52 pence per share (2023: 0.45 pence per share),
which is a total cash distribution of £1.7m and will be paid out of
the Company's available distributable reserves on 16 August 2024,
to shareholders on the register of members at 19 July 2024. In
accordance with IAS 1 Presentation of Financial Statements,
dividends are recorded only when paid and are shown as a movement
in equity rather than as a charge to the consolidated statement of
comprehensive income.
8.
Earnings per share
Basic and diluted earnings
per share
Basic EPS is calculated by dividing
the profit for the period attributable to ordinary equity holders
of the parent by the weighted average number of ordinary shares
outstanding during the period.
Diluted EPS is calculated by
dividing the profit attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares
outstanding during the period plus the weighted average number of
ordinary shares that would be issued on conversion of all the
dilutive potential ordinary shares into ordinary shares.
The following table reflects the
income and share data used in the EPS calculations:
|
|
Weighted average number of
ordinary shares
|
Total
earnings
£m
|
Pence per
share
|
Half year ended 31 March 2024
|
|
|
|
|
Basic EPS
|
|
291,952,115
|
4.5
|
1.5
|
Diluted EPS
|
|
325,791,272
|
4.5
|
1.4
|
|
|
|
|
|
Half year ended 31 March 2023
|
|
|
|
|
Basic EPS
|
|
282,060,246
|
4.2
|
1.5
|
Diluted EPS
|
|
322,972,802
|
4.2
|
1.3
|
|
|
|
|
|
Year ended 30 September 2023
|
|
|
|
|
Basic EPS
|
|
284,604,317
|
11.8
|
4.1
|
Diluted EPS
|
|
317,483,119
|
11.8
|
3.7
|
The number of shares in issue at
the start of the year is reconciled to the basic and diluted
weighted average number of shares below:
|
|
Weighted average number of
shares
|
Weighted average number of shares for basic
EPS
|
|
291,952,115
|
Dilutive impact of unvested shares
in relation to restricted share awards
|
|
33,839,157
|
Weighted average number of shares for diluted
EPS
|
|
325,791,272
|
The average market value of the
Group's shares for the purposes of calculating the dilutive effect
of share-based incentives was based on quoted market prices for the
period during which the share-based incentives were
outstanding.
Adjusted diluted earnings per
share
Adjusted diluted EPS is an
Alternative Performance Measure ("APM") and has been calculated
using profit for the purpose of basic EPS, adjusted for total
adjusting items and the tax effect of those items.
|
|
Six months to 31 March
2024
£m
|
Six
months to 31 March 2023
£m
|
Profit for the period
|
|
4.5
|
4.2
|
Exceptional items
|
|
4.0
|
0.4
|
Share-based payments
|
|
1.6
|
2.2
|
Tax effect
|
|
(1.4)
|
(0.5)
|
Total adjusted profit for the
period
|
|
8.7
|
6.3
|
|
|
Number
|
Number
|
Total issued share capital for the
purposes of adjusted diluted EPS
|
|
326,334,279
|
325,227,984
|
|
|
|
|
Adjusted diluted EPS
|
|
2.7
|
1.9
|
9.
Intangible assets
|
Computer
software
£m
|
Assets under
construction
£m
|
Total
£m
|
Cost
|
|
|
|
At 30 September 2022
|
10.1
|
-
|
10.1
|
Additions
|
1.3
|
-
|
1.3
|
At 31 March 2023
|
11.4
|
-
|
11.4
|
Additions
|
1.5
|
0.2
|
1.7
|
At 30 September 2023
|
12.9
|
0.2
|
13.1
|
Additions
|
1.8
|
0.2
|
2.0
|
At
31 March 2024
|
14.7
|
0.4
|
15.1
|
|
|
|
|
Accumulated amortisation
|
|
|
|
At 30 September 2022
|
6.8
|
-
|
6.8
|
Charge for the period
|
1.1
|
-
|
1.1
|
At 31 March 2023
|
7.9
|
-
|
7.9
|
Charge for the period
|
1.2
|
-
|
1.2
|
At 30 September 2023
|
9.1
|
-
|
9.1
|
Charge for the period
|
1.3
|
-
|
1.3
|
At
31 March 2024
|
10.4
|
-
|
10.4
|
|
|
|
|
Net book value
|
|
|
|
At 30 September 2022
|
3.3
|
-
|
3.3
|
At 31 March 2023
|
3.5
|
-
|
3.5
|
At
31 March 2024
|
4.3
|
0.4
|
4.7
|
|
|
|
| |
Computer software comprises both
internal salaries and external development capitalised in relation
to the Group's bespoke operational software. The Group capitalised
internal salaries of £1.7m in the six months ended 31 March 2024
(H1 2023: £1.2m) for development of computer software. Assets
under construction represent costs incurred in the development of
software for the warehouse transformation project.
For the six-month period to 31
March 2024, the amortisation charge of £1.3m (H1 2023: £1.1m) has
been charged to administrative expenses in the income
statement.
10. Property, plant and equipment
|
Leasehold improvements
£m
|
Plant and machinery
£m
|
Fixtures
and fittings
£m
|
Office
equipment
£m
|
Assets under construction £m
|
Total
£m
|
|
Cost
|
|
|
|
|
|
|
At 30 September 2022
|
0.1
|
1.4
|
0.8
|
1.5
|
-
|
3.8
|
Additions
|
-
|
0.1
|
-
|
0.1
|
-
|
0.2
|
At 31 March 2023
|
0.1
|
1.5
|
0.8
|
1.6
|
-
|
4.0
|
Additions
|
-
|
-
|
-
|
0.1
|
3.9
|
4.0
|
Disposals
|
-
|
(0.2)
|
(0.3)
|
(0.5)
|
-
|
(1.0)
|
At 30 September 2023
|
0.1
|
1.3
|
0.5
|
1.2
|
3.9
|
7.0
|
Additions
|
-
|
0.1
|
-
|
-
|
11.6
|
11.7
|
At
31 March 2024
|
0.1
|
1.4
|
0.5
|
1.2
|
15.5
|
18.7
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
At 30 September 2022
|
-
|
0.8
|
0.7
|
0.9
|
-
|
2.4
|
Charge for the period
|
-
|
0.1
|
0.1
|
0.1
|
-
|
0.3
|
At 31 March 2023
|
-
|
0.9
|
0.8
|
1.0
|
-
|
2.7
|
Charge for the period
|
-
|
0.1
|
-
|
0.2
|
-
|
0.3
|
Disposals
|
-
|
(0.1)
|
(0.3)
|
(0.5)
|
-
|
(0.9)
|
At 30 September 2023
|
-
|
0.9
|
0.5
|
0.7
|
-
|
2.1
|
Charge for the period
|
-
|
0.2
|
-
|
0.1
|
-
|
0.3
|
At
31 March 2024
|
-
|
1.1
|
0.5
|
0.8
|
-
|
2.4
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
At 30 September 2022
|
0.1
|
0.6
|
0.1
|
0.6
|
-
|
1.4
|
At 31 March 2023
|
0.1
|
0.6
|
-
|
0.6
|
-
|
1.3
|
At
31 March 2024
|
0.1
|
0.3
|
-
|
0.4
|
15.5
|
16.3
|
|
|
|
|
|
|
|
| |
Assets under construction wholly
represent capital expenditure for the fit-out of the new DC. This
project remains ongoing as at 31 March 2024.
11. Right-of-use assets
|
|
Right-of-use
assets
£m
|
Cost
|
|
|
At 30 September 2022
|
|
8.3
|
Modifications
|
|
-
|
At 31 March 2023
|
|
8.3
|
Modifications
|
|
0.7
|
At 30 September 2023
|
|
9.0
|
Additions
|
|
44.8
|
Modifications
|
|
0.1
|
At
31 March 2024
|
|
53.9
|
|
|
|
Accumulated depreciation
|
|
|
At 30 September 2022
|
|
3.8
|
Charge for the period
|
|
0.4
|
At 31 March 2023
|
|
4.2
|
Charge for the period
|
|
0.5
|
At 30 September 2023
|
|
4.7
|
Charge for the period
|
|
0.7
|
At
31 March 2024
|
|
5.4
|
|
|
|
Net book value
|
|
|
At 30 September 2022
|
|
4.5
|
At 31 March 2023
|
|
4.1
|
At
31 March 2024
|
|
48.5
|
On 4 October 2023, the Group
entered into a 20-year lease agreement for the DC. An addition of
£44.8m has been recognised as a right-of-use asset, in accordance
with IFRS 16 Leases,
representing the discounted future cashflows under the contract
including stamp duty paid and an asset retirement
obligation.
During the period, the Group
renewed the lease on one of its properties that had expired; this
represents a modification under IFRS 16. The right-of-use asset was
increased by £0.1m to reflect the value of the asset after the
modification and the corresponding lease liability increased by
£0.1m.
12. Trade and other receivables
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
Trade receivables
|
|
4.4
|
2.0
|
Right-of-return asset
|
|
0.2
|
0.4
|
Accrued income
|
|
0.9
|
0.9
|
Prepayments
|
|
1.8
|
1.9
|
|
|
7.3
|
5.2
|
|
|
|
|
| |
The Group provides against trade
receivables using the forward-looking expected credit loss model
under IFRS 9 Financial
Instruments. An impairment analysis is performed at each
reporting date. Trade receivables, accrued income and other
receivables expected credit losses have been reviewed by management
and have been determined to have an immaterial impact on these
balances. Accrued income relates to rebates earned but not yet
received.
13. Trade and other payables
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
Trade payables
|
|
23.4
|
25.2
|
Other taxation and social
security
|
|
7.6
|
8.3
|
Refund liability
|
|
0.8
|
1.1
|
Other payables
|
|
1.6
|
1.3
|
Accruals
|
|
5.3
|
3.3
|
|
|
38.7
|
39.2
|
|
|
|
| |
14. Lease liabilities
|
|
Lease
liability
£m
|
At 30 September 2022
|
|
5.0
|
Finance costs
|
|
0.1
|
Lease payment
|
|
(0.6)
|
At 31 March 2023
|
|
4.5
|
Modifications
|
|
0.7
|
Finance costs
|
|
0.1
|
Lease payment
|
|
(0.5)
|
At 30 September 2023
|
|
4.8
|
Modifications
|
|
0.1
|
Additions
|
|
41.7
|
Finance costs (not included in
exceptional items)
|
|
0.1
|
Finance costs (included in
exceptional items)
|
|
1.4
|
Lease payment
|
|
(2.1)
|
At
31 March 2024
|
|
46.0
|
On 4 October 2023, the Group
entered into a 20-year lease agreement for the DC. An addition of
£44.8m has been recognised as a right-of-use asset, in accordance
with IFRS 16 Leases,
representing the discounted future cashflows under the contract
including stamp duty paid and an asset retirement
obligation.
During the period, the Group
renewed the lease on one of its properties that had expired; this
represents a modification under IFRS 16. The right-of-use asset was
increased by £0.1m to reflect the value of the asset after the
modification and the corresponding lease liability increased by
£0.1m. The Group had total cash outflows for leases of £2.1m (H1
2023: £0.6m).
Lease liabilities as at 31 March
were classified as follows:
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
Non-current
|
|
42.9
|
3.8
|
Current
|
|
3.1
|
0.7
|
Total
|
|
46.0
|
4.5
|
15. Borrowings
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
Amounts drawn under revolving
credit facility
|
|
-
|
-
|
Unamortised debt issue
costs
|
|
(0.1)
|
(0.1)
|
|
|
(0.1)
|
(0.1)
|
On 6 July 2023, we successfully
completed an extension of the Group's Revolving Credit Facility
("RCF"), which has total commitments of £10.0m and a termination
date of 31 December 2025. The facility is secured by a debenture
dated 7 June 2021. Interest on the RCF is charged at Sterling
Overnight Index Average ("SONIA") plus a margin based on the
consolidated leverage of the Group. A commitment fee of 40% of the
margin applicable to the RCF is payable quarterly in arrears on
unutilised amounts of the RCF. There is no requirement to settle
all, or part, of the debt earlier than the termination date. At 31
March 2024, the Group had not utilised the RCF.
Unamortised debt issue costs of
£0.1m (H1 2023: £0.1m) are included in prepayments.
16. Ordinary share capital
|
|
Six months ended 31 March
2024
£
|
Six
months ended 31 March 2023
£
|
Allotted, called up and fully paid
|
|
|
|
326,334,279 ordinary shares of
0.1p
|
|
326,334
|
325,228
|
The share capital of the Group is
represented by the share capital of the parent company, Victorian
Plumbing Group plc (the "Parent Company"). The Parent Company was
incorporated on 6 May 2021 to act as the holding company of the
Group. Prior to this the share capital of the Group was represented
by the share capital of the previous parent, VIPSO
Limited.
On 1 December 2023, the Parent
Company issued and allotted 1,044,056 new ordinary shares of £0.001
each in the Parent Company in connection with the Victorian
Plumbing Deferred Bonus Plan (the "DBP") and Long-Term Incentive
Plan (the "LTIP").
On 28 December 2023, the Parent
Company issued and allotted 62,239 new ordinary shares of £0.001
each in the Company in connection with the DBP.
17.
Own shares held
The Employee Share Option Trust
("ESOT") purchases shares to fund the Share Incentive Plan (the
"SIP"). At 31 March 2024, the ESOT held 635,504 (H1 2023: 635,504)
ordinary shares with a book value of £636 (H1 2023: £636). The
market value of these shares as at 31 March 2024 was £0.5m (H1
2023: £0.5m).
|
|
Number of
shares
|
£
|
ESOT shares reserve
|
|
|
|
Own shares held at 30 September
2023 and 31 March 2024
|
|
635,504
|
636
|
18. Share-based payments
The Group operates four share plans
being the SIP, a Sharesave scheme ("SAYE"), the DBP and the LTIP.
In addition, both prior to and following Admission to AIM in June
2021, the Group awarded shares to the Chairman and certain members
of key management which had restrictions placed against them that
bring the awards into the scope of IFRS 2 Share-Based Payment (the "Restricted
Share Awards").
All share-based incentives carry a
service condition. Such conditions are not taken into account in
the fair value of the service received. The fair value of services
received in return for share-based incentives is measured by
reference to the fair value of share-based incentives granted. The
estimate of the fair value of the share-based incentives is
measured using the Black-Scholes pricing model or Monte Carlo
simulation, as appropriate for each scheme.
Sensitivity analysis has been
performed in assessing the fair value of the share-based
incentives. There are no changes to key assumptions that are
considered by the Directors to be reasonably possible, which give
rise to a material difference in the fair value of the share-based
incentives.
The total charge in the period was
£1.6m (H1 2023: £2.2m). This included associated NI at 13.8% (H1
2023: 13.8%), which management expects to be the prevailing rate
when the awards are exercised, and apprenticeship levy at 0.5%,
based on the share price at the reporting date.
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
SIP
|
|
0.1
|
0.1
|
SAYE
|
|
-
|
-
|
DBP
|
|
0.4
|
0.5
|
LTIP
|
|
0.1
|
0.1
|
Restricted Share Awards
|
|
0.8
|
1.2
|
Total IFRS 2 charge
|
|
1.4
|
1.9
|
NI and apprenticeship levy on
applicable schemes
|
|
0.2
|
0.3
|
Total charge
|
|
1.6
|
2.2
|
19. Cash generated from operating activities
Cash flows from operating activities
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
Profit before taxation
|
|
5.9
|
5.6
|
Adjustments for:
|
|
|
|
Amortisation of intangible
assets
|
|
1.3
|
1.1
|
Depreciation of property, plant and
equipment
|
|
0.3
|
0.3
|
Depreciation of right-of-use assets
(not included in exceptional items)
|
|
0.4
|
0.4
|
Depreciation of right-of-use assets
(included in exceptional items)
|
|
0.3
|
-
|
Warehouse transformation
costs
|
|
2.3
|
0.4
|
Share-based payments (including
NI)
|
|
1.6
|
2.2
|
Finance income
|
|
(0.5)
|
(0.2)
|
Finance costs (not included in
exceptional items)
|
|
0.2
|
0.1
|
Finance costs (included in
exceptional items)
|
|
1.4
|
-
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
Fair value loss on financial
derivatives
|
|
0.4
|
0.8
|
Decrease/(increase) in
inventories
|
|
1.0
|
(2.1)
|
Increase in receivables
|
|
(2.5)
|
(0.1)
|
Increase in payables
|
|
0.5
|
0.1
|
Cash generated from operating
activities before exceptional items
|
|
12.6
|
8.6
|
Free cash flows
|
|
Six months ended 31 March
2024
£m
|
Six
months ended 31 March 2023
£m
|
|
Cash generated from operating
activities before exceptional items
|
|
12.6
|
8.6
|
Repayment of lease liabilities
(excluding non-underlying leases)
|
|
(0.5)
|
(0.6)
|
Purchase of intangible assets
(excluding assets under construction)
|
|
(1.8)
|
(1.3)
|
Purchase of property, plant and
equipment (excluding assets under construction)
|
|
(0.2)
|
(0.2)
|
VAT not yet recovered on assets
under construction
|
|
1.0
|
-
|
Non-underlying movements in working
capital
|
|
(2.5)
|
-
|
Free cash flows
|
|
8.6
|
6.5
|
Adjusted EBITDA
|
|
13.2
|
9.9
|
Cash conversion
|
|
65%
|
66%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
VAT not yet recovered on assets
under construction relates to timing differences on warehouse
transformation expenditure.
20. Events after the reporting period
On 17 May 2024, Victorian Plumbing
Limited, a subsidiary of Victorian Plumbing, acquired 100% of the
issued share capital of AHK Designs Ltd, trading as Victoria
Plum. The purchase price for the
Acquisition was £22.5m, on a cash free, debt free basis, subject to
adjustment for normalised working capital, funded from the Group's
existing cash reserves. The purchase price represents c.0.5x
Victoria Plum's estimated annual revenue and reflects the
significant strategic value of the Victoria Plum brand and its
associated intellectual property.
Unaudited management accounts
indicate that annualised revenues of the Victoria Plum business had
reduced from c.£100m to £40m in the six months ended 31 March 2024
and that annualised adjusted EBITDA losses had improved from £6m to
£1m during the same period. A cost reduction programme is in
progress, which will see the ongoing workforce of Victoria Plum
fall from c.400 at the end of September 2023 to c.150. The Group's
current expectation is that the acquired business will be broadly
break even by the end of 2024.
Given the date of the Acquisition,
the initial accounting for the business combination is incomplete
at the time of writing. For the six months ended 31 March 2024,
unaudited management accounts indicate that Victoria Plum held
c.£10m of stock at provisional book value, cash of c.£3m, deposits
with suppliers of c.£2m and tangible fixed assets of c.£1m. The
required disclosures per IFRS 3 Business Combinations will be provided
at the full year announcement.