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MIDW Midwich Group Plc

435.00
0.00 (0.00%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Midwich Group Plc LSE:MIDW London Ordinary Share GB00BYSXWW41 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 435.00 435.00 440.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Services, Nec 1.29B 26.82M 0.2597 16.94 454.31M

Midwich Group PLC Interim Results (6210J)

13/09/2016 7:00am

UK Regulatory


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RNS Number : 6210J

Midwich Group PLC

13 September 2016

For Immediate Release 13 September 2016

Midwich Group Plc

("Midwich" or "the Group")

Interim Results for the Six Months Ended 30 June 2016

Midwich, a specialist audio visual and document solutions distributor to the trade market, today announces its interim results for the six-month period ended 30 June 2016.

 
                                        Note        Six Months Ended 
                                               30 June 2016   30 June 2015   % change 
 
 Revenue                                            158,349        141,300        12% 
 
 Gross Profit                                        24,641         20,558        20% 
 Gross profit %                                       15.6%          14.6% 
 
 Operating profit                                     5,575          5,219         7% 
 Adjusted operating profit                13          7,872          6,414        23% 
 Adjusted operating profit %                           5.0%           4.5% 
 
 Profit before tax                                    3,825          4,451      (14%) 
 Adjusted profit before tax               13          7,563          6,136        23% 
 Adjusted profit before tax %                          4.8%           4.3% 
 
 Profit after tax                                     2,716          3,353      (19%) 
 Adjusted profit after tax                13          6,438          4,978        29% 
 
 
 Basic and diluted earnings per 
  share                                                3.5p           4.5p      (22%) 
 Adjusted basic and diluted earnings 
  per share                               13           8.7p           6.8p        28% 
 
 Interim Dividend per Share                            1.5p              -        n/a 
 

Financial Highlights

   --      Revenue increased by 12.1% to GBP158.3 million (11.8% in constant currency) 
   --      Gross margin increased by 1% to 15.6% due to improved product mix 
   --      Adjusted operating profit increased by 22.7% to GBP7.9 million (22.4% on constant currency) 
   --      Adjusted profit before tax improved by 23.3% to GBP7.6 million (22.9% on constant currency) 
   --      Paying a maiden, interim dividend of 1.53 pence per share (2015: n/a) 

Operating Highlights

-- Improved revenue and net profits across all territories driven by impressive growth in the audio visual business and the continued roll out of technical brands overseas

-- Significant new distribution agreements, including SMART Technologies in the UK and Biamp in Australia

-- Successfully listed on AIM in May 2016, positioning the Group well for its next stage of development and providing a strong platform for future growth

Post-Period Highlights

-- Acquisition of Holdan Limited, a UK based value-added distributor serving the UK and European broadcast and professional video markets

   --      Acquisition of the business of Wired Limited, a small New Zealand based AV distributor 

Andrew Herbert, Chairman, commented:

"We are pleased with performance over the first six months of the year, and in particular the continuing progress of the Group following the successful IPO in May. Sales increased in all territories, with particularly encouraging growth outside the UK.

The Group has a strong balance sheet and is well placed to continue its buy and build strategy in both new and existing territories. We were pleased to announce recently the acquisitions of Holdan Limited in the UK and Wired Limited in New Zealand.

The Board remains positive about the financial and operational prospects of the Group. Traditionally, the Group's financial performance tends to be slightly weighted towards the second half of the year, which we anticipate will be the case in the current year. Whilst it is still very early days, the uncertainties that have followed the Brexit vote so far appear to have had minimal impact on our business. Underlying trading since 30 June remains in line with the Board's expectations. As a result, on a constant currency basis and before the potential impact of the acquisition of Holdan, the Board's expectations for the full year remain unchanged. We expect the addition of Holdan to be modestly earnings accretive in the full year."

Enquiries:

Midwich Group +44 (0) 13 7964 9200

Stephen Fenby, Managing Director

Anthony Bailey, Finance Director

FTI Consulting +44 (0) 20 3727 1000

Oliver Winters/ Alex Beagley/ Tom Hufton

Note to Editors:

Midwich is a specialist AV and document solutions distributor to the trade market, with operations in the UK and Ireland, France, Germany and Australasia. The Group's long-standing relationships with over 300 vendors, including blue-chip organisations such as Samsung, LG, Epson and NEC, supports a comprehensive product portfolio across major audio visual categories such as large format displays, projectors, digital signage and printers. The Group operates as the sole or largest in-country distributor for a number of its vendors in their respective product sets. The Directors attribute this position to the Group's technical expertise, extensive product knowledge and strong customer service offering built up over a number of years. The Group has a large and diverse base of approximately 10,000 customers, most of which are professional AV integrators and IT resellers serving sectors such as corporate, education, retail, residential and hospitality. Although the Group does not sell directly to end users, it believes that the majority of its products are used by commercial and educational establishments rather than consumers.

Initially a UK only distributor, the Group now has 493 employees across the UK, Germany, France, Ireland, Australia and New Zealand, and in the six months to 30 June 2016, 36 per cent of the Group's revenues were derived from outside the UK. A core component of the Group's growth strategy is further expansion of its international operations and footprint into strategically targeted jurisdictions.

For further information, please visit www.midwichgroupplc.com

13 September 2016

Midwich Group Plc

("Midwich" or "the Group")

Interim Results for the six months ended 30 June 2016

INTERIM STATEMENT

MANAGING DIRECTOR'S REPORT

Overview

The Group has performed well in the first six months of 2016. Our business continues to develop in all markets, with particularly encouraging performances seen across our overseas businesses. The momentum of the business has also continued apace with the Group taking on a number of significant new distribution agreements, including SMART Technologies in the UK and Biamp in Australia.

Our admission to AIM ("IPO") in May 2016 has been well received by our customers, vendors and staff as the Group continues to follow the strategy that made it such a successful independent business. The Group's senior management team remains highly ambitious and focussed on driving performance.

Strategy

As stated at the time of IPO, the Group's strategy for growth is both organic and inorganic, reflecting the contributors to the successful growth track record in recent years.

The Group's organic growth strategy is focussed on the provision of market leading support to its customers and vendors. As a distributor, the Group neither develops product nor does it sell to the end-users of those products. It is aware that both its vendors and customers generally have a choice of distribution partner. The Group's expertise is the provision of services which provide the greatest assistance to vendors in pushing product out into the market, and to help customers provide the highest level of support to their end-users.

Underpinning the Group's growth strategy is its success in sourcing, executing and integrating its chosen acquisitions. The Group takes a disciplined approach to acquisitions, seeking to add capital value without an adverse impact on the existing business. Acquisitions remain a fundamental aspect of the Group's strategy and it continues to pursue a strong pipeline of opportunities.

Acquisitions and trading relationships

On 8 September the Group announced the acquisition of Holdan Limited, a UK based value-added distributor serving the UK and European broadcast and professonal video markets for a maximum consideration of approximately GBP7.1m(1) . This followed the purchase of the business of Wired Limited, a small New Zealand based AV distributor. As outlined at the time of IPO, the Group's robust balance sheet means it is well placed to continue its buy and build strategy both in new and existing territories.

Shortly before the end of the period, the Group signed a distribution agreement with SMART Technologies to distribute its products in the UK. SMART is a major supplier of digital whiteboards, collaboration software and interactive displays for education, business and government. Although it is too early to properly assess the potential impact of this new vendor relationship, the Board is pleased with initial progress.

Trading and Financial Review

Group turnover increased by 12% to GBP158.3 million for the period (H1 2015: GBP141.3m). Growth was achieved in all territories, with France and Germany demonstrating the largest growth at 43% and 23% respectively. Sidev in France continues to build market share in each of the projection, large format and technical categories. Kern and Stelly in Germany has focused more on higher end products in its key projector business, and has made encouraging progress in developing its large format display and technical product categories. The UK and Ireland segment grew at 7%, with particularly strong growth being seen in Ireland. Australasia grew at 10% - a notable performance given that the business had a large project in the first half of 2015 that did not recur in 2016.

The Group's gross margin improved by 1% to 15.6%, with particularly strong performance being seen in Australia (from 12.8% in the comparative period in 2015 to 15.3% in the first half of this year). The large fulfillment project in Australia in 2015 was at a relatively low margin and had a one off impact on the comparative margin. In addition, high margin brands have also taken an increasing share of our Australasian business in H1 2016.

The only territory in which gross margins declined was France, where the large format display category, which grew at the fastest rate year on year, is currently less profitable than other categories due to Sidev holding a relatively low market share and carrying out a higher proportion of fulfillment deals than other Group companies.

Operating profit (after one-off charges in respect of the IPO of GBP1.0 million) increased to GBP5.6 million (H1 2015: GBP5.2 million). Adjusting for the IPO costs & amortisation, the total increase in operating profit of GBP1.4 million to GBP7.9 million represents growth of 23% on H1 2015. Adjusted operating profit in the UK and Ireland improved by 11% (after adding back IPO costs), with particularly strong performance from Square One in Ireland and Invision in the UK. PSCo (the Group's rental and LED distribution specialist) had a slower than expected start to the year, following some product supply issues, but has since improved. Operating profit in Germany and Australasia grew by over 70% compared with the prior year, and the profit in France more than doubled (albeit from a low base in 2015).

Taxation

The tax charge for the period was GBP1.1 million (H1 2015: GBP1.1 million) which represents an effective tax rate of 22% (H1 2015: 23.5%). The charge in H1 2016 is stated after prior year credits amounting to an aggregate of GBP0.3m. The Group benefited from a very small foreign currency gain in H1. Were it to be sustained, the recent devaluation of Sterling to the Euro and Australian Dollar should have a positive impact on full year earnings.

Financial Position

The Group had a net cash outflow from operations before tax of GBP1.2 million for the period. This included a GBP1.0 million outflow in respect of one-off IPO costs. The negative movement in working capital in the period was partly down to normal seasonal factors in the first half of the year, a stronger increase in inventory in June 2016 (in expectation of higher trading over the summer months) and an expected reversal in the abnormally low level of inventory and trade receivables in Kern & Stelly at 31 December 2015.

The proceeds of the placing at IPO substantially strengthened the Group's financial position, resulting in net debt at 30 June 2016 of GBP13.9 million (GBP29.8 million at 31 December 2015)

Dividend

The Board is delighted to declare an interim dividend of 1.53p per share (2015: nil), which will be paid on 21 October 2016 to those shareholders on the Company's register as at 23 September 2016.

The Board intends to adopt a progressive dividend policy to reflect the Group's strong earnings potential and cash generative qualities whilst maintaining an appropriate level of dividend cover to allow the Board to invest in the Group's long term growth. This first interim dividend covers the period since the Company's Admission to AIM.

Outlook

The Board remains positive about the financial and operational prospects of the Group. Traditionally, the Group's financial performance tends to be slightly weighted towards the second half of the year, which we anticipate will be the case in the current year. Whilst it is still very early days, the uncertainties that have followed the Brexit vote so far appear to have had minimal impact on our business. Underlying trading since 30 June remains in line with the Board's expectations. As a result, on a constant currency basis and before the potential impact of the acquisition of Holdan, the Board's expectations for the full year remain

unchanged.   We expect the addition of Holdan to be modestly earnings accretive in the full year. 

Stephen Fenby

Managing Director

(1) The announcement on 8 September 2016 incorrectly stated a maximum consideration for Holdan Limited of GBP7.9m. Under the terms of the sale and purchase agreement entered into by Midwich, the maximum consideration that might be paid out by the Group including deferred consideration is c.GBP7.1m

KEY STRENGTHS

The Directors believe that the key strengths of the Group are as follows

-- Proven buy and build capabilities. The Group has proven expertise in entering new geographies and product markets through acquisition and then substantially growing the acquired businesses.

-- Strong financial track record and delivery of growth strategy. For each of the last ten years, the Group has delivered revenue growth and gross margin improvement.

-- Focus on the AV and document solutions markets. Depth of expertise and focus ensures that the Group has built up a strong position in the AV and document solutions markets, and is at the forefront of technological developments.

-- Key long-term, value-add relationships with major vendors and customers. Expertise and consistent delivery of high value-add services has built mutually beneficial long-term trading relationships with the Group's key vendors and customers. The Group's market insight, highly effective sales and marketing operations and efficient logistics provide significant value to both vendors and customers.

-- High value-add distribution with specialisms and bespoke service offering acting as a key differentiator. The focus on adding value rather than just cost differentiates the Group from its competitors and increases its relevance to customers and vendors. The Group's focus on products and technologies that are in their early to mid-growth phase increases its ability to provide a value-add service and enhances the value that vendors and customers can gain from the Group's offering.

-- Leading competitive position and established international platform for future growth, underpinned by compelling market drivers. With strong market positions in most of its product and geographical markets, the Group is well placed to take advantage of the opportunities presented by increased demand for AV products and the development of new technologies.

-- Experienced management team with long-standing industry expertise. Senior management team with an average of 18 years' experience in the AV and/or document solutions markets. Experience gained through distributors, integrators and manufacturers gives an in-depth understanding of the needs of different parts of the market.

GROUP STRATEGY AND GROWTH OPPORTUNITIES

The Group's growth strategy is both organic and inorganic, reflecting the contributors to the successful growth track record in recent years. Underpinning the Group's growth strategy is its success in sourcing, executing and integrating its chosen acquisitions. The Group takes a disciplined approach to acquisitions, seeking to add capital value without an adverse impact on the existing business. Acquisitions remain a fundamental aspect of the Group's strategy, of which it has a strong ongoing pipeline of multiple opportunities that it will be reviewing and actively engaging with at any given time. The Group expects its future acquisitions to fit a similar mould to those it has completed historically with regards size and valuation. The Board believe they have had success in acquiring businesses for sensible multiples and driving good growth post-acquisition and this is something they will continue to target.

Overall strategy comprises development across the Group's established jurisdictions, developing jurisdictions and potential new jurisdictions. It involves continued progression in areas of technology, product and vendor selection to ensure that the right growth areas are targeted in order to maximise the value that the Group can add to customers in a manner that maximises gross margins.

Established jurisdictions

Across the UK and Ireland, the core focus is on the continued development of the respective product portfolios and the appropriate mix of higher margin and higher growth product sets. Areas of particular focus are currently large format display, LED display technology, audio and technical products. The development of the business is reliant on continued success in identifying and developing the business into new product areas and technologies. In addition, the success of the Group's operations in its established markets has been underpinned by the high levels of service provided to both vendors and customers. The future growth of the business will continue to be driven by the ability of the Group to consistently deliver high general service levels and further penetration of the Midwich Solutions offering across the client base. The Group will also continue to use selective acquisitions to enter or grow its presence in market niches where it sees opportunities. This is most likely to include acquisitions that will add to the Group's capability in a new or underweight technology or product area, such as security or broadcast equipment.

Developing jurisdictions

Across the Group's developing markets - France, Germany, Australia and New Zealand - the core focus is on driving profitable market share growth in these regions. The means of driving this growth will be the continued expansion of the product range, which are more limited in these geographies than in the Group's more established UK market, with a bias towards higher margin and technical products. The Group has established a successful blueprint in the UK for targeted acquisitions to bolster its product offering and sector penetration. Bolt-on acquisitions to either gain access to new areas or increase scale will be a key focus of the Group in its developing markets.

New jurisdictions

The Group intends to continue executing its successful strategy of entering into new jurisdictions through carefully targeted acquisitions, as was the case with its entry into each of the German, French, Irish and Australasian markets. The Group has so far chosen to enter new jurisdictions by way of acquisition rather than organically in order to ensure immediate local market knowledge, an established brand name and a local reputation. However, the Group may choose to enter organically in some circumstances.

The Group takes a disciplined approach to acquisitions with assessments made as to the long-term strategic rationale of opportunities based on the following criteria used to assess opportunities and new markets:

   --    Size of the local market 
   --    Global brand penetration and interest 
   --    Vendor perceptions 
   --    Market dynamics 
   --    Competitive positions 
   --    Cultural fit of brands and management teams 

Further expansion opportunities have been identified across Europe and the Group expects to increase its European footprint within three years. Specifically, the Netherlands, Italy, Spain, Sweden and Poland are large AV European markets and could all present attractive opportunities for the Group. Outside of Europe, it is intended that the Group will further develop its Asia Pacific presence from its current Australasian base.

Unaudited Consolidated Income Statement for the 6 months ended 30 June 2016

 
                                                   Note     30 June     30 June   31 December 2015 
                                                               2016        2015 
                                                          Unaudited   Unaudited            Audited 
                                                            GBP'000     GBP'000            GBP'000 
 
 Revenue                                                    158,349     141,300            314,283 
 Cost of sales                                            (133,708)   (120,742)          (267,322) 
                                                         ----------  ----------  ----------------- 
 Gross profit                                                24,641      20,558             46,961 
 
 Distribution costs                                        (16,001)    (14,122)           (30,037) 
 Admin expenses                                             (3,380)     (2,382)            (6,751) 
 Exceptional admin expenses                         6       (1,018)           -                  - 
 Other operating income                                       1,333       1,165              2,468 
                                                         ----------  ----------  ----------------- 
 Operating profit                                             5,575       5,219             12,641 
 
 Finance income                                                   -           -                  4 
 Finance costs                                      5       (1,750)       (768)            (4,087) 
                                                         ----------  ----------  ----------------- 
 Profit before taxation                                       3,825       4,451              8,558 
 
 Taxation                                                   (1,109)     (1,098)            (2,746) 
                                                         ----------  ----------  ----------------- 
 Profit after taxation                                        2,716       3,353              5,812 
 
 Profit for the financial year attributable to: 
 The company's equity shareholders                            2,461       3,146              5,005 
 Non-controlling interest                                       255         207                807 
                                                         ----------  ----------  ----------------- 
                                                              2,716       3,353              5,812 
                                                         ==========  ==========  ================= 
 Basic & diluted earnings per share                 3         3.47p       4.47p              7.14p 
                                                         ==========  ==========  ================= 
 

Unaudited Consolidated Statement of Comprehensive Income for 6 months ended 30 June 2016

 
                                         30 June     30 June   31 December 
                                            2016        2015          2015 
                                       Unaudited   Unaudited       Audited 
                                         GBP'000     GBP'000       GBP'000 
 
 Profit for the financial 
  year                                     2,461       3,146         5,005 
 
 Other comprehensive income 
  - items that may subsequently 
  be reclassified to profit 
  / loss 
 
 Foreign exchange (losses) 
  / gains on consolidation                 1,261       (877)         (785) 
                                      ----------  ----------  ------------ 
 
 Other comprehensive income 
  for the financial year, 
  net of tax                               1,261       (877)         (785) 
                                      ----------  ----------  ------------ 
 
 Total comprehensive income 
  for the financial year 
  attributable to the Company's 
  equity shareholders                      3,722       2,269         4,220 
                                      ==========  ==========  ============ 
 
 Total comprehensive income 
  for the financial year 
  attributable to non-controlling 
  interests                                  255         207           807 
                                      ==========  ==========  ============ 
 
 Total comprehensive income 
  for the financial year                   3,977       2,476         5,027 
 
 

Unaudited Consolidated Balance Sheet as at 30 June 2016

 
                                      30 June     30 June   31 December 
                                         2016        2015          2015 
                                    Unaudited   Unaudited       Audited 
                                      GBP'000     GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Goodwill                               3,303       3,303         3,303 
 Intangible assets                     18,370      20,665        19,520 
 Property, plant and equipment          3,424       3,027         3,653 
                                   ----------  ----------  ------------ 
                                       25,097      26,995        26,476 
 Current assets 
 Inventories                           40,351      33,038        37,849 
 Trade and other receivables           48,015      43,241        42,707 
 Cash and cash equivalents             14,880      12,040        18,102 
                                   ----------  ----------  ------------ 
                                      103,246      88,319        98,658 
 Current liabilities 
 Trade and other payables            (51,870)    (44,620)      (52,692) 
 Financial instruments                      -     (3,299)       (6,094) 
 Deferred consideration                     -     (1,422)             - 
 Borrowings                          (28,737)    (39,811)      (41,968) 
 Current tax                          (1,995)     (1,380)       (2,264) 
                                               ----------  ------------ 
                                     (82,602)    (90,532)     (103,018) 
                                   ----------  ----------  ------------ 
 Net current assets / 
  (liabilities)                        20,644     (2,213)       (4,360) 
                                   ----------  ----------  ------------ 
 
 Non-current liabilities: 
 Borrowings                                 -     (9,790)       (5,908) 
 Finance lease payables                  (26)       (190)         (166) 
 Deferred tax                         (3,378)     (3,914)       (3,664) 
                                   ----------  ----------  ------------ 
                                      (3,404)    (13,894)       (9,738) 
                                   ----------  ----------  ------------ 
 Net assets                            42,337      10,888        12,378 
                                   ==========  ==========  ============ 
 
 Capital and reserves 
 Share capital                            794       1,449         1,398 
 Share premium                         25,857           -             - 
 Investment in own shares                 (5)     (1,000)       (1,000) 
 Retained earnings                     15,220       7,853         8,652 
 Translation reserve                      271     (1,082)         (990) 
 Put option reserve                         -     (1,735)       (1,735) 
 Capital redemption reserve                50           -            50 
 Other reserve                            150       1,145         1,145 
                                   ----------  ----------  ------------ 
 Equity attributable to 
  owners of parent                     42,337       6,630         7,520 
 Non-controlling interests                  -       4,258         4,858 
                                   ----------  ----------  ------------ 
 Total equity                          42,337      10,888        12,378 
                                   ==========  ==========  ============ 
 

Unaudited Consolidated Statement of Changes in Equity for 6 months ended 30 June 2016

For the period ended 30 June 2016

 
                      Share     Share   Investment   Retained   Translation       Put      Capital     Other         Equity   Non-controlling     Total 
                    capital   premium       in own   earnings       reserve    option   redemption   reserve   attributable         interests 
                                            shares                            reserve      reserve                to owners 
                                                                                                                     of the 
                                                                                                                     parent 
                    GBP'000   GBP'000      GBP'000    GBP'000       GBP'000   GBP'000      GBP'000   GBP'000        GBP'000           GBP'000   GBP'000 
 
 Balance 
  at 1 January 
  2016                1,398         -      (1,000)      8,652         (990)   (1,735)           50     1,145          7,520             4,858    12,378 
 Profit 
  for the 
  period                  -         -            -      2,461             -         -            -         -          2,461               255     2,716 
 Other 
  comprehensive 
  Income                  -         -            -          -         1,261         -            -         -          1,261                 -     1,261 
                   --------  --------  -----------  ---------  ------------  --------  -----------  --------  -------------  ----------------  -------- 
 Total 
  comprehensive 
  income                  -         -            -      2,461         1,261         -            -         -          3,722               255     3,977 
 Bonus 
  share 
  issue*                663         -          (5)      (663)             -         -            -         5              -                 -         - 
 Share 
  capital 
  reduction*        (1,392)         -        1,000      1,392             -         -            -   (1,000)              -                 -         - 
 Issue 
  of shares*            125    26,647            -          -             -         -            -         -         26,772                 -    26,772 
 Costs 
  of share 
  issue*                  -     (790)            -          -             -         -            -         -          (790)                 -     (790) 
 Acquisition 
  of 
  non-controlling 
  interest 
  (note 
  9)                      -         -            -      3,378             -     1,735            -         -          5,113           (5,113)         - 
                   --------  --------  -----------  ---------  ------------  --------  -----------  --------  -------------  ----------------  -------- 
 Transactions 
  with owners         (604)    25,857          995      4,107             -     1,735            -     (995)         31,095           (5,113)    25,982 
 At 30 
  June 2016 
  (Unaudited)           794    25,857          (5)     15,220           271         -           50       150         42,337                 -    42,337 
                   --------  --------  -----------  ---------  ------------  --------  -----------  --------  -------------  ----------------  -------- 
 

*See note 8

For the period ended 30 June 2015

 
                    Share   Investment   Retained   Translation       Put     Other         Equity   Non-controlling     Total 
                  capital       in own   earnings       reserve    option   reserve   attributable         interests 
                                shares                            reserve                to owners 
                                                                                            of the 
                                                                                            parent 
                  GBP'000      GBP'000    GBP'000       GBP'000   GBP'000   GBP'000        GBP'000           GBP'000   GBP'000 
 
 Balance at 
  1 January 
  2015              1,449      (1,000)      4,707         (205)   (1,735)     1,145          4,361             4,051     8,412 
 Profit for 
  the period            -            -      3,146             -         -         -          3,146               207     3,353 
 Other 
  comprehensive 
  Income                -            -          -         (877)         -         -          (877)                 -     (877) 
                 --------  -----------  ---------  ------------  --------  --------  -------------  ----------------  -------- 
 Total 
  comprehensive 
  income                -            -      3,146         (877)         -         -          2,269               207     2,476 
 At 30 June 
  2015 
  (Unaudited)       1,449      (1,000)      7,853       (1,082)   (1,735)     1,145          6,630             4,258    10,888 
                 --------  -----------  ---------  ------------  --------  --------  -------------  ----------------  -------- 
 

For the year ended 31 December 2015

 
                    Share   Investment   Retained   Translation       Put      Capital     Other         Equity   Non-controlling     Total 
                  capital       in own   earnings       reserve    option   redemption   reserve   attributable         interests 
                                shares                            reserve      reserve             to owners of 
                                                                                                     the parent 
                  GBP'000      GBP'000    GBP'000       GBP'000   GBP'000      GBP'000   GBP'000        GBP'000           GBP'000   GBP'000 
 
 Balance at 1 
  January 2015      1,449      (1,000)      4,707         (205)   (1,735)            -     1,145          4,361             4,051     8,412 
 Profit for the 
  year                  -            -      5,005             -         -            -         -          5,005               807     5,812 
 Other 
  comprehensive 
  Income                -            -          -         (785)         -            -         -          (785)                 -     (785) 
                 --------  -----------  ---------  ------------  --------  -----------  --------  -------------  ----------------  -------- 
 Total 
  comprehensive 
  income for 
  the year              -            -      5,005         (785)         -            -         -          4,220               807     5,027 
 Purchase of 
  own shares         (51)            -    (1,060)             -         -           50         -        (1,061)                 -   (1,061) 
                 --------  -----------  ---------  ------------  --------  -----------  --------  -------------  ----------------  -------- 
 Transactions 
  with owners        (51)            -    (1,060)             -         -           50         -        (1,061)                 -   (1,061) 
 At 31 December 
  2015 
  (Audited)         1,398      (1,000)      8,652         (990)   (1,735)           50     1,145          7,520             4,858    12,378 
                 ========  ===========  =========  ============  ========  ===========  ========  =============  ================  ======== 
 

Unaudited Consolidated Cashflow Statement for 6 months ended 30 June 2016

 
                                                 30 June     30 June   31 December 
                                                    2016        2015          2015 
                                               Unaudited   Unaudited       Audited 
                                                 GBP'000     GBP'000       GBP'000 
 Cash outflow from operating activities 
 Profit before tax                                 3,825       4,451         8,558 
 Depreciation                                        604         276           810 
 Amortisation                                      1,279       1,195         2,473 
 Gain on disposal of assets                         (85)           -         (121) 
 Foreign exchange (gains)/losses                    (15)       (360)          (22) 
 Finance income                                        -           -           (4) 
 Finance costs                                     1,750         768         4,087 
                                              ----------  ----------  ------------ 
 Adjusted profit from operations 
  before changes in working capital                7,358       6,330        15,781 
 (Increase) / decrease in inventories            (2,502)       3,497       (1,265) 
 (Increase) in trade and other receivables       (5,308)     (3,700)       (3,168) 
 (Decrease) / increase in trade and 
  other payables                                   (755)         917         9,104 
                                              ----------  ----------  ------------ 
 Cash flow from operations                       (1,207)       7,044        20,452 
 Income tax paid                                 (1,664)     (1,233)       (2,248) 
                                              ----------  ----------  ------------ 
 Net Cash outflow from operating 
  activities                                     (2,871)       5,811        18,204 
 
 Cash flow from investing activities 
 Acquisition of non-controlling interest         (7,454)           -             - 
 Business acquisitions                                 -     (2,035)       (2,170) 
 Cash acquired within business combination             -         686           686 
 Deferred consideration paid                           -           -       (1,422) 
 Purchase of intangible assets                     (126)         (3)          (64) 
 Purchase of plant and equipment                   (606)       (100)       (1,261) 
 Proceeds on disposal of plant and 
  equipment                                          371           -           449 
 Interest received                                     -           -             4 
                                              ----------  ----------  ------------ 
 Net cash outflow from investing 
  activities                                     (7,815)     (1,452)       (3,778) 
                                              ----------  ----------  ------------ 
 
 Net cash from financing activities 
 Issue of shares net of issue costs               25,982           -             - 
 Invoice financing inflows / (outflows)          (3,688)       1,293         2,337 
 Purchase of own shares                                -           -       (1,061) 
 New loans                                             -           -         6,500 
 Repayment of loans                             (13,424)     (3,280)      (13,052) 
 interest paid                                     (390)       (779)       (1,683) 
 interest paid on finance leases                    (10)         (6)          (22) 
 Capital element of finance lease 
  payments                                         (219)       (188)         (406) 
                                              ----------  ----------  ------------ 
 Net cash inflow / (outflow) from 
  financing activities                             8,251     (2,960)       (7,387) 
 
 
 
 Net (decrease) / increase in cash 
  and cash equivalents                      (2,435)   1,399    7,039 
 
 Cash and cash equivalents at beginning 
  of year                                    14,351   8,053    8,053 
 Effects of exchange rate changes             1,222   (517)    (741) 
                                           --------  ------  ------- 
 Cash and cash equivalents at end 
  of year                                    13,138   8,935   14,351 
                                           ========  ======  ======= 
 
 
 Comprising: 
 Cash at bank           14,880    12,040    18,102 
 Bank overdrafts       (1,742)   (3,105)   (3,751) 
                      --------  --------  -------- 
                        13,138     8,935    14,351 
                      ========  ========  ======== 
 

Notes to the Interim Consolidated Financial Information

   1.    GENERAL 

The interim financial information for the period to 30 June 2016 is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

They do not include all the information required in annual financial statements in accordance with IFRS, and should therefore be read in conjunction with the consolidated financial statements for the year ended 31 December 2015.

   2.    ACCOUNTING POLICIES 

The interim financial information in this report has been prepared on the basis of the accounting policies set out in the audited financial statements for the year ended 31 December 2015, which complied with International Financial Reporting Standards as adopted for use in the European Union ("IFRS").

The financial information has been prepared on the basis of IFRS that the Directors expect to be applicable as at 31 December 2016.

The Directors have adopted the going concern basis in preparing the financial information. In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant available information about the foreseeable future.

The statutory accounts for the year ended 31 December 2015, which were prepared under IFRS, have been delivered to the Registrar of Companies. The auditors reported on these accounts; their report was unqualified; did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006, and did not include reference to any matters to which the auditor drew attention by way of emphasis.

   3.    EARNINGS PER SHARE 

Basic earnings per share is based on the profit after tax for the year and the weighted average number of shares in issue during the year. Preference shares are non-participating and therefore excluded.

Diluted earnings per share is calculated by adjusting the average number of shares in issue during the period to assume conversion of all dilutive potential ordinary shares. The Company has no potentially dilutive shares in any period presented. Diluted loss per share is therefore the same as basic loss per share.

 
                                                                               June         June     December 
                                                                               2016         2015         2015 
         Profit attributable to equity holders of the Group (GBP'000)         2,461        3,146        5,005 
         Weighted average number of shares in issue*                     71,000,398   70,402,145   70,070,235 
                                                                        -----------  -----------  ----------- 
         Basic & diluted earnings per share                                   3.47p        4.47p        7.14p 
                                                                        ===========  ===========  =========== 
 

*The weighted average number of shares for the purpose of earnings per share has been based on the assumed number of shares as if the bonus issue on 29 April 2016 had occurred at the beginning of the earliest period presented.

   4.    SEGMENTAL REPORTING 
 
                                             June      June   December 
                                             2016      2015       2015 
       Segment revenues:                  GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                       109,532   102,337    221,435 
       France                              14,536    10,181     23,981 
       Germany                             24,157    19,590     51,013 
       Australasia                         10,124     9,192     17,854 
                                         --------  --------  --------- 
 
       Total for continuing operations    158,349   141,300    314,283 
                                         --------  ========  ========= 
 
 
                                      June      June   December 
                                      2016      2015       2015 
       Gross profit by segment:    GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                 17,961    15,525     34,745 
       France                        1,915     1,446      3,301 
       Germany                       3,220     2,407      6,366 
       Australasia                   1,545     1,180      2,549 
                                  --------  --------  --------- 
 
       Gross profit                 24,641    20,558     46,961 
                                  --------  ========  ========= 
 
 
                                             June      June   December 
                                             2016      2015       2015 
       Segment results:                   GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                         3,508     4,079      8,944 
       France                                 342       152        489 
       Germany                              1,159       661      2,505 
       Australasia                            566       327        703 
                                         --------  --------  --------- 
       Total for continuing operations      5,575     5,219     12,641 
       Interest income                          -         -          4 
       Interest expense                   (1,750)     (768)    (4,087) 
                                         --------  --------  --------- 
 
       Profit before tax                    3,825     4,451      8,558 
                                         --------  ========  ========= 
 

Segment assets and liabilities

 
                                       June      June   December 
                                       2016      2015       2015 
       Segment assets:              GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                  93,520    89,697     95,732 
       France                        10,561     8,318      7,544 
       Germany                       17,799    12,987     16,824 
       Australasia                    6,463     4,312      5,034 
                                   --------  --------  --------- 
 
       Total Consolidated Assets    128,343   115,314    125,134 
                                   --------  ========  ========= 
 
 
                                            June      June   December 
                                            2016      2015       2015 
       Segment liabilities:              GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                       65,557    90,147     94,255 
       France                              9,701     6,752      7,056 
       Germany                             5,899     4,610      7,118 
       Australasia                         4,849     2,917      4,327 
                                        --------  --------  --------- 
 
       Total Consolidated Liabilities     86,006   104,426    112,756 
                                        ========  ========  ========= 
 

Other information:

 
                                           June      June   December 
                                           2016      2015       2015 
       Depreciation and amortisation    GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                       1,539     1,209      2,760 
       France                                63        45         95 
       Germany                              207       203        389 
       Australasia                           74        14         39 
                                       --------  --------  --------- 
 
       Total Consolidated                 1,883     1,471      3,283 
                                       --------  ========  ========= 
 
 
                                      June      June   December 
                                      2016      2015       2015 
       Total non-current assets    GBP'000   GBP'000    GBP'000 
 
       UK & Ireland                 20,615    22,356     20,122 
       Rest of the world             4,482     4,639      6,354 
                                  --------  --------  --------- 
 
       Total Consolidated           25,097    26,995     26,476 
                                  ========  ========  ========= 
 
   5.    FINANCE COSTS 
 
                                                                 June 2016   June 2015   December 2015 
                                                                   GBP'000     GBP'000         GBP'000 
 
       Interest on overdraft and invoice discounting                   305         265             568 
       Interest on finance leases                                       20          13              22 
       Dividend on preference shares treated as borrowings            (14)          31              61 
       Interest on other loans                                          79         266             448 
       Interest & fair value movement on put option liability        1,360         193           2,988 
 
                                                                     1,750         768           4,087 
                                                                ==========  ==========  ============== 
 
   6.    EXCEPTIONAL ADMINISTRATIVE EXPENSES 

Exceptional administrative expenses in the period consists of expenses incurred pertaining to the admission of the company to the AIM Market.

   7.    BORROWINGS 

On 22 April, the Preference shares classified as a financial liability were redeemed, settling the financial liability of GBP3,187,000 in full.

Proceeds from the issue of share capital were also used to pay the following borrowings balances:

   --     Loan notes                  GBP3,737,000 
   --     Bank loan                    GBP6,500,000 
   8.    SHARE CAPITAL 

The total allotted share capital of the company is:

Allotted, issued and fully paid

 
                                               June 2016               June 2015             December 2015 
       Classed as equity:                         Number   GBP'000        Number   GBP'000        Number   GBP'000 
 
       Ordinary shares of GBP0.01 each        79,448,200       794             -         -             -         - 
       Ordinary shares of GBP1 each                    -         -       446,000       446       396,000       396 
       Preference share of GBP1 each                   -         -     4,123,746     4,124     4,123,746     4,124 
       A Ordinary shares of GBP0.01 each               -         -        54,000         -        52,500         - 
       B1 Ordinary shares of GBP0.01 each              -         -       174,474         3       174,474         2 
       B2 Ordinary shares of GBP0.01 each              -         -         9,214         -             -         - 
       B3 Ordinary shares of GBP0.01 each              -         -         7,179         -         7,179         - 
       B4 Ordinary shares of GBP0.01 each              -         -         7,179         -             -         - 
       B5 Ordinary shares of GBP0.01 each              -         -        14,358         -        14,358         - 
 
                                              79,448,200       794     4,836,150     4,573     4,768,257     4,522 
       Shares classed as financial 
       liabilities: 
       Preference shares of GBP1 each                  -         -   (3,123,746)   (3,124)   (3,123,746)   (3,124) 
 
       Total equity                           79,448,200       794     1,712,404     1,449     1,644,511     1,398 
                                             ===========  ========  ============  ========  ============  ======== 
 

Share transactions effected during the period (see notes):

Number of shares

 
                                           Buy 
                                          back                                   Write 
                                            of                                    down 
                              Issue         B5                Redemption            of                                      Issue 
                                 of   Ordinary       Share            of   Preference,   Re-designation        Bonus           of 
                 Opening         B1     shares     capital    Preference        B3 and      to Ordinary        share     Ordinary      Closing 
               1 January   Ordinary          4   reduction        shares     B5 shares           shares        issue       shares      30 June 
                    2016    shares*   February    13 April      22 April      29 April         29 April     29 April        3 May         2016 
 Ordinary 
  shares of 
  GBP0.01              -          -          -           -             -             -          669,482   66,278,718   12,500,000   79,448,200 
 Ordinary 
  shares of 
  GBP1           396,000          -          -           -             -             -        (396,000)            -            -            - 
 Preference 
  shares of 
  GBP1         4,123,746          -          -           -   (3,123,746)     (995,193)          (4,807)            -            -            - 
 A Ordinary 
  shares of 
  GBP0.01         52,500          -          -           -             -             -         (52,500)            -            -            - 
 B1 Ordinary 
  shares of 
  GBP0.01        174,474     36,450          -           -             -             -        (210,924)            -            -            - 
 B2 Ordinary 
  shares of 
  GBP0.01              -          -          -           -             -             -                -            -            -            - 
 B3 Ordinary 
  shares of 
  GBP0.01          7,179          -          -           -             -       (4,331)          (2,848)            -            -            - 
 B4 Ordinary 
  shares of 
  GBP0.01              -          -          -           -             -             -                -            -            -            - 
 B5 Ordinary 
  shares of 
  GBP0.01         14,358               (7,179)           -             -       (4,776)          (2,403)            -            -            - 
 
               4,768,257     36,450    (7,179)           -   (3,123,746)   (1,004,300)                -   66,278,718   12,500,000   79,448,200 
              ----------  ---------  ---------  ----------  ------------  ------------  ---------------  -----------  -----------  ----------- 
 

Value of shares

 
               GBP'000 
                                         Buy 
                                        back                                  Write 
                                          of                                   down 
                            Issue         B5               Redemption            of                    Bonus      Issue 
               Opening         of   Ordinary       Share           of   Preference,   Re-designation   share         of 
                     1         B1     shares     capital   Preference        B3 and      to Ordinary   issue   Ordinary   Closing 
               January   Ordinary          4   reduction       shares     B5 shares           shares      29     shares   30 June 
                  2016    shares*   February    13 April     22 April      29 April         29 April   April      3 May      2016 
 Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                6     663        125       794 
 Ordinary 
  shares of 
  GBP1             396          -          -       (392)            -             -              (4)       -          -         - 
 Preference 
  shares of 
  GBP1           4,124          -          -       (990)      (3,124)          (10)              (0)       -          -         - 
 A Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                -       -          -         - 
 B1 Ordinary 
  shares of 
  GBP0.01            2          -          -           -            -             -              (2)       -          -         - 
 B2 Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                -       -          -         - 
 B3 Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                -       -          -         - 
 B4 Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                -       -          -         - 
 B5 Ordinary 
  shares of 
  GBP0.01            -          -          -           -            -             -                -       -          -         - 
 
                 4,522          -          -     (1,382)      (3,124)          (10)                -     663        125       794 
              --------  ---------  ---------  ----------  -----------  ------------  ---------------  ------  ---------  -------- 
 

* Issue of B1 Ordinary shares took place on the following dates at a price of GBP21.20 per share:

 
 13 January    10,000 
 18 January    20,000 
 4 February     3,700 
 10 March       2,750 
              ------- 
               36,450 
              ------- 
 

Notes on share capital movements

As explained further in the admission document, the following share capital changes (as illustrated in the above tables) have taken place during the period:

1. Issue of B1 Ordinary shares at GBP21.20 per share as noted above, creating share premium of GBP772,000

   2.    Buy back of 7,179 B5 Ordinary shares on 4 February for cancellation at par value 

3. Share capital reduction on 13 April, reducing the equity Preference share capital and Ordinary share capital from GBP1.00 per share nominal value to GBP0.01 per share nominal value

4. Redemption of Preference shares classified as a financial liability on 22 April, settling the financial liability in full

5. Re-designation of the Preference shares', B3 shares' and B5 shares' percentages on 29 April, and subsequently re-designation of these as Deferred shares, pursuant to which these Deferred shares were transferred in favour of the Company for nil consideration and then cancelled.

   6.    Re-designation of all remaining categories of shares as GBP0.01 Ordinary shares on 29 April 

7. Bonus share issue on 29 April in the proportion of 99 Ordinary shares for each existing Ordinary share

8. Placing of new shares on 3 May (date of admission to the AIM Market) at GBP2.08 per share, creating share premium of GBP25,875,000 less issue costs of GBP790,000

All reductions in value of existing share capital have created additional distributable reserves which have been recorded in retained earnings. The bonus issue of ordinary shares has used some of the additional distributable reserves created by the preceding share capital reductions.

Rights and obligations

Ordinary shares have attached to them full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

Employee benefit trust

The employee benefit trust previously owned 1,000,000 of the Preference shares. This proportion of the share capital was treated as equity for disclosure purposes. Further to the above share capital changes, the employee benefit trust owns 480,700 GBP0.01 Ordinary shares.

   9.    ACQUISITION OF NON-CONTROLLING INTEREST 

On 9 May, the Group exercised a call option to acquire the remaining 49% non-controlling interest in their subsidiary, Kern & Stelly Medientechnik GmbH for EUR9,237,000.

As a result of this acquisition, the put option liability and put option reserve have been derecognised and the non-controlling interests in equity have been extinguished.

As this company was previously consolidated as a subsidiary, no other changes in the net assets of the subsidiary included in the consolidated financial statements arise because no change in control has occurred.

10. CURRENCY IMPACT

The Group report in Pounds Sterling (GBP) but has significant revenues and costs as well as assets and liabilities that are denominated in Euros (EUR) and Australia Dollars (AUD). The table below sets out the prevailing exchange rates in the periods reported.

 
              Six months to       At 30 June      At 31 December 
                 30 June 
               2016      2015     2016     2015             2015 
            Average   Average 
 
 EUR/GBP     1.3004    1.3244   1.2076   1.3916           1.3559 
 
 AUD/GBP     1.9658    1.9079   1.8022   1.9822           2.0190 
 

The impact of changes in the key exchange rates from the first half of 2015 to the first half of 2016 are summarised as follows:

 
 GBP000                     EUR     AUD 
 
 Impact on revenues         662   (256) 
 
 Impact on profit before 
  tax                        25     (8) 
 
 Impact on net debt          91    (37) 
 

11. COPIES OF INTERIM REPORT

Copies of the interim report are available to the public free of charge from the Company at Vinces Road, Diss, IP22 4YT.

12. POST BALANCE SHEET EVENTS

Share Awards

On 1 July 2016 the Company issued conditional share awards and share options to staff. The conditional award was offered to all staff who had been employed by the Group for at least one year prior to the IPO date of 6 May 2016. Share options were offered to a number of senior management around the Group, none of whom were shareholders at the time of the IPO. All of these share awards will vest on 1 July 2019. The maximum number of shares which will vest under these awards is 187,500.

No member of the Board participated in these share awards.

13. ADJUSTMENTS TO REPORTED RESULTS

 
                                              Six months ended 
                                              30 June      30 June 
                                                 2016         2015 
                                               GBP000       GBP000 
 
 Operating profit                               5,575        5,219 
 Exceptional administrative costs               1,018            - 
 Amortisation                                   1,279        1,195 
 Adjusted operating profit                      7,872        6,414 
 
 
 Profit before tax                              3,825        4,451 
 Exceptional administrative costs               1,018            - 
 Amortisation                                   1,279        1,195 
 Finance costs - put and call option            1,360          193 
 Finance costs - interest on loan notes 
  and preference shares                            81          297 
 Adjusted profit before tax                     7,563        6,136 
 
 Profit after tax                               2,716        3,353 
 Exceptional administrative costs               1,018            - 
 Amortisation                                   1,279        1,195 
 Finance costs - put and call option            1,360          193 
 Finance costs - interest on loan notes 
  and preference shares                            81          297 
 Tax impact - at 20% / 20.25%                    (16)         (60) 
 Adjusted profit after tax                      6,438        4,978 
 
 Profit after tax                               2,716        3,353 
 Non-controlling interest                       (255)        (207) 
 Profit after tax attributable                  2,461        3,146 
 
 Adjusted profit after tax                      6,438        4,978 
 Non-controlling interest                       (255)        (207) 
 Adjusted profit after tax attributable         6,183        4,771 
 
 Number of shares                          71,000,398   70,402,145 
 Reported EPS - pence                            3.5p         4.5p 
 Adjusted EPS - pence                            8.7p         6.8p 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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