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REG - Lords Group Trading - Interim Results

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RNS Number : 5036D  Lords Group Trading PLC  10 September 2024

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information pursuant to Article 7 of EU Regulation 596/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended.  Upon the publication of this announcement
via a Regulatory Information Service, this inside information is now
considered to be in the public domain.

 

 

10 September 2024

 

 

Lords Group Trading plc

('Lords', the 'Company' or the 'Group')

 

Interim Results

 

Lords (AIM:LORD), a leading distributor of building materials in the UK, today
announces its unaudited Interim Results for the six months ended 30 June 2024
('H1 2024' or the 'Period').

 

H1 2024 Highlights

 

·      Group revenue of £214.2 million (H1 2023: £222.6 million)

·      Group like-for-like(1) revenue decreased by 6.1% due to the
challenging economic backdrop and previously announced market disruption
within Plumbing and Heating relating to the Clean Heat Market Mechanism
('CHMM') deferral

·      Gross margin broadly in line with prior period and ahead of FY23
reflecting focus on customer service excellence

·      Decisive management actions taken on overhead costs expected to
deliver annualised savings of £2.6 million in FY 2025

·      FY 2023 acquisitions successfully integrated and rebranded

·      Adjusted EBITDA(2) 16.6% lower at £12.6 million (H1 2023: £15.1
million)

·      Plumbing and Heating division ('P&H') continuing to benefit
from the UK's commitment to sustainable living, with sales of Air Source Heat
Pumps up 492%

·      Interim dividend of 0.32 pence per share, scaled in line with
earnings per share (H1 2023: 0.67 pence per share)

·      Well positioned to deliver operational gearing from a recovery in
the market

 

 

                                      Note  H1 2024   H1 2023   Change

 Revenue                                    £214.2m   £222.6m   (3.8)%
 Gross margin                               20.2%     20.4%     (20) bps
 Adjusted EBITDA                      17    £12.6m    £15.1m    (16.6)%
 Adjusted EBITDA margin                     5.9%      6.8%      (90) bps
 Adjusted operating profit            17    £7.1m     £10.2m    (30.7)%
 Adjusted diluted earnings per share  10    1.57p     3.30p     (52.4)%
 Dividend per share                         0.32p     0.67p     (52.2)%
 Operating profit                           £4.5m     £8.1m     (44.4)%
 Diluted earnings per share                 0.39p     2.28p     (82.9)%

 

 

Shanker Patel, Chief Executive Officer of Lords, commented:

 

"Trading conditions have remained challenging throughout the first half of
2024 with like-for-like (LFL) revenue 6.1% lower. The introduction and
subsequent deferral of the Clean Heat Market Mechanism (CHMM) disrupted the
Plumbing and Heating market and we experienced a 15% LFL revenue reduction in
the first quarter, but a stronger second quarter resulted in a resilient first
half with divisional revenue 3.2% down overall.

 

"In this challenging market, management has remained focused on optimising
capital allocation and operating efficiency, with actions taken on costs
expected to deliver annualised overhead savings of £2.6 million in FY2025.
The Group's resilience and strategy of maintaining gross margin is testament
to our outstanding colleagues and our focus on excellent customer service.

 

"The Board welcomes the new government's support for the sector and the recent
interest rate reduction which is widely expected to lead to improved
conditions for the UK construction market. The Group's focus on operational
efficiency and working capital management will ensure that we are well
positioned for any market recovery. In the medium term, the Group is well
placed in a highly fragmented and essential repair, maintenance and
improvement ('RMI') market, to grow the Group's market share organically and
through selective, valued-added acquisitions which will become more attractive
as the market returns. We are encouraged by the growth in Renewable product
sales and believe this could be an additional near-term growth lever.

 

"Whilst the outlook for the Construction sector is beginning to improve, the
Board is not expecting any change to trading conditions in the second half of
2024 and, recognising the important Autumn season ahead, particularly in
Plumbing and Heating, expect that Adjusted EBITDA, will be in line with
management expectations."

 

FOR FURTHER ENQUIRIES:

 

 Lords Group Trading plc                                                 Via Burson Buchanan
 Shanker Patel, Chief Executive Officer                                  Tel: +44 (0) 20 7466 5000
 Stuart Kilpatrick, Chief Financial Officer

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)  Tel: +44 (0)20 7220 0500
 Ben Jeynes / Dan Hodkinson (Corporate Finance)
 Julian Morse / Henry Nicol / Charlie Combe (Sales and ECM)

 

 Berenberg (Joint Broker)                                     Tel: +44 (0)20 3207 7800

 Matthew Armitt / Richard Bootle / Detlir Elezi

 Burson Buchanan                                              Tel: +44 (0) 20 7466 5000
 Henry Harrison-Topham / Stephanie Whitmore / Abby Gilchrist  LGT@buchanan.uk.com (mailto:LGT@buchanan.uk.com)

 

Percentages are based on underlying, not rounded, figures.

 

(1) Like-for-like sales is a measure of growth in sales, adjusted for new,
divested and acquired locations such that the periods over which the sales are
being compared are consistent.

(2) Adjusted EBITDA is EBITDA (defined as earnings before interest, tax,
depreciation, amortisation and impairment charges) but also excluding
exceptional items, and share-based payments.

 

Notes to editors:

 

Lords is a specialist distributor of building, plumbing, heating and DIY
goods. The Group principally sells to local tradesmen, small to medium sized
plumbing and heating merchants, construction companies and retails directly to
the general public.

 

The Group operates through the following two divisions:

 

Merchanting: supplies building materials and DIY goods through its network of
merchant businesses and online platform capabilities. It operates both in the
'light side' (building materials and timber) and 'heavy side' (civils and
landscaping), through 31 locations in the UK.

 

Plumbing and Heating: a specialist distributor in the UK of plumbing and
heating products to a UK network of independent merchants, installers and the
general public. The division offers its customers an attractive proposition
through a multi-channel offering.  The division operates over 17 locations
enabling nationwide next day delivery service.

 

Lords was established over 35 years ago as a family business with its first
retail unit in Gerrards Cross, Buckinghamshire.  Since then, the Group has
grown to a business operating from 48 sites.

 

Chief Executive Officer's Review

 

On behalf of the Board, I am pleased to report our Interim Results for the six
months ended 30 June 2024.

 

Overview

 

Revenue in the first half of 2024 was 3.8% lower at £214.2 million (H1 2023:
£222.6 million). Like-for-like ('LFL') revenue, which adjusts for branches
that were not part of the Group in the whole of the comparator period, was
6.1% lower than the first half of 2023.

 

Gross margins were in line with the first half of 2023 at 20.2% (H1 2023:
20.4%) but showed an increase on FY 2023 (20.0%) and FY 2022 (19.7%).

 

Adjusted EBITDA of £12.6 million (H1 2023: £15.1 million) reflected the
reduction in LFL revenue and the impact of the Clean Heat Market Mechanism
('CHMM') on our Plumbing and Heating division, particularly in the first
quarter, traditionally one of its busiest.

 

Merchanting

 

Merchanting revenue was 4.4% lower in the H1 2024 at £104.6 million (H1 2023:
£109.4 million). The Group acquired Chiltern Timber and Alloway Timber during
FY 2023 and after adjusting for their contribution, LFL revenue was 9.3%
lower. Whilst our businesses are primarily focused on the more resilient RMI
sector, brands such as AW Lumb, Hevey and MAP have exposure to the new build
sector which has impacted performance in H1 2024.

 

Our focus on customer service excellence is demonstrated by a small
improvement in gross margin despite the challenging competitive market.

 

The division renegotiated the terms of its Park Royal branch lease in the
first half of 2024 due to the landlord's intention to redevelop the property
at the expiry of the lease in 2026. In doing so, it exchanged certainty of
vacant possession for improved terms and flexibility. This resulted in a gain
of £1.7 million in the period with nil rental going forward, allowing the
business flexibility to relocate during a three and half year period following
the agreement.

 

Alloway Timber, acquired in September 2023 as a business requiring turnaround,
has now been fully integrated into the Group and rebranded as Lords Builders
Merchants ('LBM').  Four of its five sites in the South-East of England have
been fully refurbished, management has been strengthened and greater emphasis
placed on business development. Although we are confident that the steps we
have taken will result in the business contributing positively to profit in
2025, as previously advised, the business has required more attention than we
anticipated, especially in these difficult trading conditions. Similarly,
Chiltern Timber, which we acquired in April 2023, has also been successfully
integrated into LBM and is trading well in relation to the market with sales
growth of 3.2% in H1 2024.

 

Costs to serve the business were slightly lower on a LFL basis, as inflation
increases were offset by efficiencies and Adjusted EBITDA was 10.2% lower at
£7.6 million (H1 2023: £8.4 million).

 

Plumbing and Heating

 

The introduction of the CHMM resulted in price increases from 1 January 2024,
which were passed onto customers. In advance of this, customers stocked up and
our Plumbing and Heating division experienced increased demand in the final
quarter in 2023. This reversed in the first quarter of 2024 and in
traditionally one of the division's stronger quarters, LFL revenue was down on
prior period comparative by 15.1%.

 

During March 2024, the government deferred the introduction of the CHMM, and
increased administration time was incurred as the manufacturer's price
increases had to be returned. Having seen the destocking hit sales in the
first quarter, the second quarter resumed to more normal trading resulting in
a first half LFL fall of only 3.2% at £109.6 million (H1 2023: £113.2
million).

 

Gross margin decreased from 14.5% to 13.2% in the period as the market
disruption and manufacturer promotions impacted the mix of boilers sold and
associated heating products.

 

Overheads were reduced by £0.3 million compared to the first half of 2023 and
Adjusted EBITDA fell by £1.6 million to £5.0 million (H1 2023: £6.6
million) in the period.

 

Mr Central Heating, our digitally led P&H trade counter business,
continued to develop recent branch openings in Edinburgh and West Bromwich,
with both expected to contribute in line with normal timeframes in the second
half of 2024. With a strong digital proposition and a broad product range,
further selective branch openings will drive organic growth as the market
improves.

 

Our P&H range recently broadened after signing an exclusive distribution
agreement, with the World's largest boiler manufacturer, Navien, providing
24-hour availability to over 2,500 independent plumbers merchants. In
addition, we are commencing distribution of the Viessmann Climate Solutions'
portfolio of gas boilers, Heat Pumps and commercial heating solutions. In
continuation of our strategy of product group diversification, P&H are
starting to distribute Termotechnik radiators, who make up approximately 30%
of the UK radiator market.

 

Renewables

 

The Group supports the initiatives aimed at the decarbonisation of housing
stock and is well placed to serve this market through its branch network in
both divisions. In H1 2024, air source heat pump (ASHP) revenue increased by
492% and related renewable products, including controls, under floor heating
and air conditioning grew strongly. The Group recently agreed an exclusive
distribution agreement with South Korean manufacturer, Clivet, to distribute
its ASHPs. We continue to look for organic and acquisitive opportunities
within the product category where our product knowledge and related system
design can differentiate.

 

Operational efficiencies

 

I am proud of my 900 colleagues, who have strived to maintain our excellence
in customer service throughout this challenging period and worked hard to
delivery operational efficiencies that will optimise our financial performance
once the underlying market conditions improve. Our teams achieved improvements
in working capital whilst maintaining high levels of service and reduced
administration costs by c. 2% on a LFL basis, which will benefit operational
gearing in advance of a market recovery.

 

Strategic development

 

In addition to the organic opportunities to develop our existing brands into
new geographies, expand their product range and enhance their digital and
direct routes to market, there is a significant consolidation opportunity to
combine independent merchants and distributors within the fragmented UK
building supplies sector where Lords Group Trading has less than 1% market
share.  Our selective approach to acquisitions and focus on delivering value
to shareholders combined with tight control of costs and working capital gives
the Board confidence that the Group will benefit from an improvement in market
conditions.

 

Environmental, social and governance (ESG)

 

The Group's environmental footprint continues to be a priority for our
management teams. We have increased accountability in the divisions and across
local and regional brands, agreeing reduction plans and incentivised targets.
 Emissions data for 2022 and 2023 has now been collated in line with the Task
Force on Climate-related Financial Disclosures ('TCFD') and progress in 2024
includes solar panel installations, hydrotreated vegetable oil fuel trials and
electric forklifts as replacements are required.  Our updated environmental
policy was published on our website early in 2024.

 

As previously reported, Chris Day stepped down from the Board on 17 May 2024
to take up a new opportunity and we thank him for his service.  On 4 June
2024, Stuart Kilpatrick joined the Board as Chief Financial Officer.

 

Outlook

 

The Board welcomes the new government's support for the sector and the recent
interest rate reduction which is widely expected to lead to improved
conditions for the UK construction market. The Group's focus on operational
efficiency and working capital management will ensure that we are well
positioned for any market recovery. In the medium term, the Group is well
placed in a highly fragmented and essential repair, maintenance and
improvement ('RMI') market, to grow the Group's market share organically and
through selective, valued-added acquisitions which will become more attractive
as the market returns. We are encouraged by the growth in Renewable product
sales and believe this could be an additional near-term growth lever.

 

Whilst the outlook for the Construction sector is beginning to improve, the
Board is not expecting any change to trading conditions in the second half of
2024 and, recognising the important Autumn season ahead, particularly in
Plumbing and Heating, expect that Adjusted EBITDA, will be in line with
management expectations.

 

 

 

Shanker Patel

Chief Executive Officer

10 September 2024

 

 

 

 

Financial Review

 

Our financial objectives during these challenging market conditions have been
to maintain our focus on customer service, maintain or improve gross margins,
maximise our efficiency in delivering our services and to manage working
capital and cash.

 

Revenue

 

H1 2024 revenue was 3.8% lower at £214.2 million (H1 2023: £222.6 million),
as businesses acquired in FY 2023 contributed 2.3% to revenue in H1 2024.

 

In Plumbing and Heating ('P&H'), H1 2024 revenue was 3.2% lower than H1
2023 due to the impact as described above by the uncertainty surrounding the
CHMM, with a stronger second quarter mitigating performance.  Merchanting,
which also had a stronger second quarter, was 4.4% behind H1 2023 but after
adjusting for businesses acquired in FY 2023, LFL revenue was 9.3% lower.

 

Operating performance

 

Gross margins overall held up well at 20.2% (H1 2023: 20.4%) with improvement
in Merchanting offset by a reduction in P&H as the CHMM led to changes in
product mix within boilers and in ancillary products.

 

Adjusted earnings before interest, tax, depreciation and amortisation (EBITDA)
was 16.6% lower at £12.6 million (H1 2023: £15.1 million) due to the effect
of high levels of operational gearing within the business. Costs to serve the
business continue to be tightly managed and after excluding the impact of
businesses acquired during 2023, administrative expenses on a LFL basis were
c. 2% lower.  Full time equivalent employees totalled 890 at 30 June 2024, 7%
lower than at 30 September 2023.

 

 

                             Merchanting       Plumbing and Heating      Group
                             H1 2024  H1 2023  H1 2024      H1 2023      H1 2024  H1 2023
 Revenue (£m)                104.6    109.4    109.6        113.2        214.2    222.6
 Adjusted EBITDA (£m)        7.6      8.4      5.0          6.6          12.6     15.1
 Adjusted EBITDA margin (%)  7.3%     7.7%     4.5%         5.8%         5.9%     6.8%

 

 

Whilst revenue in P&H was resilient, the market disruption referred to
above, impacted gross margin and although overheads were tightly managed,
Adjusted EBITDA margin declined from 5.8% to 4.5% in the period.  During
2024, following the redesignation of the local area by the local authorities,
an agreement was negotiated with the landlord at the Park Royal branch in the
Merchanting division, to remove future uncertainty of tenure at that site.
 The negotiation resulted in a lease surrender premium of £1.7 million
included within other income in the period, which arises from a commercial
negotiation to balance the benefit of securing the site in the short term
whilst compensating for anticipated disruption and potential loss of trade as
the business looks for a potential alternative location in the next three and
a half years.

 

Amortisation increased by 15.6% to £6.1 million (H1 2023: £5.3 million) due
to the five sites acquired with Alloway Timber adding to amortisation on right
of use assets.  Depreciation was similar to the prior period at £1.2 million
(H1 2023: £1.3 million).  Adjusted operating profit was £7.1 million (H1
2023: £10.2 million) and statutory operating profit was £4.5 million (H1
2023: £8.1 million).

 

Exceptional costs in the period were £0.5 million (H1 2023: £0.2 million)
comprising £0.3 million of redundancy, system and wider integration costs of
businesses previously acquired and £0.2 million relating to deferred
consideration.  In the first half of 2023, exceptional items of £0.2 million
related to the cost of business combinations (£0.3 million), partly offset by
a profit on disposal of business of £0.1 million.

 

Net finance costs

 

Net finance costs were £3.4 million (H1 2023: £2.5 million), with £0.3
million of the increase due to the higher interest rates in 2024, which were
on average 100bps higher than in 2023.  Additionally, the average level of
borrowings was higher in the first half of 2024.  The interest expense
associated with the Group's leases was also £0.2 million higher at £1.3
million (H1 2023: £1.1 million) due to the additional Alloway Timber
branches.

 

 

Profit before tax and earnings per share

 

Adjusted profit before tax, which excludes exceptional items, share-based
payments, acquisition related charges, including amortisation of intangible
assets and impairment, was £3.7 million (H1 2023: £7.7 million).  Statutory
profit before tax for the period was £1.1 million (H1 2023: £5.6 million).

 

Adjusted diluted earnings per share was 1.57 pence (H1 2023: 3.30 pence).
 Basic diluted earnings per share was 0.39 pence (H1 2023: 2.28 pence).

 

Dividend

 

The Board has carefully considered the interests of all of its stakeholders
and based on first half financial performance, has scaled the interim dividend
in line with the change in adjusted earnings per share.  Whilst the Board
considers this a prudent approach, its dividend policy through the cycle will
continue to be progressive as the market recovers. The interim dividend of
0.32 pence per ordinary share (H1 2023: 0.67p) will be paid on 11 October 2024
to shareholders on the register at the close of business on 20 September 2024.
The Company's ordinary shares will therefore be marked ex-dividend on 19
September 2024.

 

Cash flow

 

The Group typically experiences a seasonal outflow in working capital in the
first half of the year which reverses in the second half.  Whilst the Group
made good progress in reducing stock and debtor days, in the first half of
2024, a drop in payables, which were higher in December 2023 due to the market
reaction to the CHMM in Plumbing and Heating, resulted in a net outflow of
£6.7 million (H1 2023: outflow of £16.2 million).  Boiler supply issues in
the first half of 2023 exacerbated the seasonal outflow in the first half of
2023.  Cash generated by operations was £5.4 million (H1 2023: outflow of
£1.4 million). Investing activities included deferred consideration of £0.5
million (H1 2023: £3.5 million) related to two acquisitions and financing
activities included £1.1 million (H1 2023: £1.1 million) to buy out
non-controlling interests.

 

Capital expenditure of £2.6 million (H1 2023: £4.4 million) in the period
included £0.9 million (H1 2023: £2.2 million) in scheduled payments for the
George Lines branch near Heathrow.  Other significant capex included £0.5
million to refurbish the Alloway branches acquired in 2023, and the rollout of
a new ERP system within the Plumbing and Heating division.

 

After financing and investing activities, net debt (defined as borrowings less
cash and cash equivalents, and before recognising lease liabilities) increased
by £7.8 million (H1 2023; £18.6 million) since the end of the year to £36.3
million (H1 2023: £38.0 million).

 

Debt financing and liquidity

 

The Group has banking facilities with a syndicate of HSBC, NatWest and BNP
Paribas.  The facilities comprise a £70.0 million revolving credit facility
('RCF') and a £25.0 million receivables financing facility. Entered into in
April 2023, the RCF includes a £20.0 million accordion option and both
facilities run for an initial three years, with two one-year extension
options.  The accordion and extension options are subject to lender approval.

 

In May 2024, the Group exercised its extension option under the banking
facilities agreement such that the RCF has now been extended from its initial
three-year term by 12 months to expire on 5 April 2027.

 

The Group had substantial headroom of £47.5 million (H1 2023: £49.6 million)
within its debt facilities at the period end, and a further £11.9 million of
accessible cash (H1 2023: £7.4 million).

 

 

Working capital

 

Inventories decreased by £7.9 million compared to 30 June 2023 and by £2.0
million since year end.  The reduction reflects the continued focus on
inventory optimisation, but also industry wide boiler supply issues described
earlier at 30 June 2023. The 30 June 2024 balance equated to 46 days of stock
(30 June 2023: 53 days).

 

Current trade and other payables at £79.6 million were £3.4 million higher
than 30 June 2023 (£76.2 million), representing trade creditor days of 49 (30
June 2023: 45 days).  Current trade and other receivables of £69.2 million
remained broadly in line with the prior year balance of £69.0 million,
resulting in trade debtor days of 38 relative to 37 at 30 June 2023.

 

 

Non-current assets

 

Intangible assets of £44.8 million were £1.4 million lower than at 31
December 2023 (£46.2 million). Software additions of £0.5 million in
relation to an ERP upgrade in the Plumbing and Heating division, were offset
by the amortisation charge of £1.8 million (H1 2023: £1.7 million).

 

 

Leases that are recorded on the balance sheet as right of use assets, with a
corresponding lease liability, relate to properties, cars and distribution
vehicles.  The right-of-use asset in the balance sheet at 30 June 2024 was
£42.5 million (31 December 2023: £47.4 million).  The reduction comprises
amortisation for the period of £4.3 million, and a £2.2 million reduction as
a result of the lease surrender agreement at the Park Royal site within the
Merchanting division.

 

Non-current liabilities

 

Trade and other payables relate to deferred consideration liabilities.  The
liability has reduced since the year end by £1.7 million reflecting the
scheduled payments on the acquisition of the non-controlling interest of Hevey
Building Supplies and in relation to the acquisition of AW Lumb (£0.5
million).

 

 

Stuart Kilpatrick

Chief Financial Officer

 

10 September 2024

 

 

Consolidated statement of comprehensive income

For the six months ended 30 June 2024

 

                                                                   30 June                                             30 June         31 December
                                                                   2024                                                2023            2023
                                                                   (unaudited)                                         (unaudited)     (audited)
                                                             Note  £'000                                               £'000           £'000
 Revenue                                                           214,150                                             222,552         462,601
 Cost of sales                                                     (170,929)                                           (177,153)       (370,238)
 Gross profit                                                      43,221                                              45,399          92,363
 Other operating income                                            2,069                                               349             766
 Distribution expenses                                             (2,231)                                             (2,174)         (5,057)
 Administrative expenses                                           (30,494)                                            (28,517)        (61,252)
 Adjusted EBITDA                                             17    12,565                                              15,057          26,820
 Depreciation                                                      (1,195)                                             (1,294)         (2,610)
 Amortisation of right-of-use-assets                               (4,283)                                             (3,538)         (7,699)
 Adjusted Operating Profit                                   17    7,087                                               10,225          16,511
 Share based payments                                              (301)                                               (211)            (513)
 Exceptional items                                           7     (484)                                               (165)           (2,849)
 Amortisation of acquired intangibles                               (1,814)                                             (1,736)        (3,515)
 Impairment charge                                                 -                                                   -               (501)
 Operating profit                                                  4,488                                               8,113           9,133
 Finance income                                                    142                                                  99              196
 Finance expense                                             8     (3,523)                                             (2,623)         (6,356)
 Profit before taxation                                            1,107                                               5,589           2,973
 Taxation                                                    9     (355)                                               (1,699)         (1,273)
 Profit for the period                                             752                                                 3,890           1,700
 Other comprehensive income                                        -                                                   -               --
 Total comprehensive income                                        752                                                 3,890           1,700
 Total comprehensive income for the period attributable to:
 Owners of the parent company                                      651                                                 3,839           1,382
 Non-controlling interests                                         101                                                 51              318
                                                                   752                                                 3,890           1,700
 Earnings per share
 Basic earnings per share (pence)                            10                          0.39                           2.35            0.84
 Diluted earnings per share (pence)                          10                          0.39                           2.28            0.82

 

The results for the period arise solely from continuing activities.

The condensed financial statements should be read in conjunction with the
accompanying notes.

 

 

 

 

 

Consolidated statement of financial position

As at 30 June 2024

 

                                                            30 June         30 June         31 December
                                                            2024            2023            2023
                                                            (unaudited)     (unaudited)     (audited)
                                                      Note  £'000           £'000           £'000
 Non-current assets
 Intangible assets                                    11    44,845          44,600          46,205
 Property, plant and equipment                        12    20,479          20,707          20,233
 Right-of-use assets                                  13    42,510          42,301          47,364
 Other receivables                                          192             337             200
 Investments                                                180             30              180
                                                            108,206         107,975         114,182
 Current assets
 Inventories                                                47,323          55,184          49,292
 Trade and other receivables                                69,195          69,029          81,171
 Cash and cash equivalents                                  11,881          7,409           19,811
                                                            128,399         131,622         150,274
 Total assets                                               236,605         239,597         264,456
 Current liabilities
 Trade and other payables                                   (79,649)        (76,205)        (98,915)
 Borrowings                                           14    (9,851)         (6,334)         (9,507)
 Lease liabilities                                    15    (7,663)         (9,289)         (7,815)
 Current tax liabilities                                    (568)           (2,032)         (7)
 Total current liabilities                                  (97,731)        (93,860)        (116,244)
 Non-current liabilities
 Trade and other payables                                   (2,638)         (6,847)         (5,917)
 Borrowings                                           14    (37,686)        (39,080)        (38,239)
 Lease liabilities                                    15    (40,010)        (37,273)        (43,953)
 Other provisions                                           (1,427)         (1,353)         (1,565)
 Deferred tax                                               (7,019)         (7,085)         (7,373)
 Total non-current liabilities                              (88,780)        (91,638)        (97,047)
 Total liabilities                                          (186,511)       (185,498)       (213,291)
 Net assets                                                 50,094          54,099          51,165
 Equity
 Share capital                                              829             828             828
 Share premium                                              28,412          28,293          28,293
 Merger reserve                                             (9,980)         (9,980)         (9,980)
 Share-based payment reserve                                1,127           707             1,009
 Retained earnings                                          27,976          32,889          29,386
 Equity attributable to owners of the parent company        48,364          52,737          49,536
 Non-controlling interests                                  1,730           1,362           1,629
 Total equity                                               50,094          54,099          51,165

 

 

 

Consolidated statement of changes in equity

For the six months ended 30 June 2024

 

                                                                 Called up       Share     Merger reserve  Share‑ based       Retained earnings  Equity attributable to owners of parent company  Non-                    Total

                                                                 share capital   premium                   payments reserve                                                                       controlling interests   equity
                                                                 £'000           £'000     £'000           £'000              £'000              £'000                                            £'000                   £'000
 As at 1 January 2024                                            828             28,293    (9,980)         1,009              29,386             49,536                                           1,629                   51,165
 Profit for the financial period and total comprehensive income  -                -         -               -                 651                651                                              101                     752
 Share-based payments                                             -               -         -              303                 -                 303                                               -                      303
 Exercise of share-based-payments                                 -               -         -              (185)              185                 -                                                -                       -
 Share capital issued                                             1               119       -               -                  -                 120                                               -                      120
 Put and call options over non-controlling interests              -               -         -               -                  (44)               (44)                                             -                       (44)
 Dividends paid                                                   -               -         -               -                 (2,202)            (2,202)                                           -                      (2,202)
 As at 30 June 2024 (unaudited)                                  829             28,412    (9,980)         1,127              27,976             48,364                                           1,730                   50,094

 

 

                                                                 Called up       Share     Merger reserve  Share-based payments reserve  Retained earnings  Equity attributable to owners of parent company  Non-                    Total

                                                                 share capital   premium                                                                                                                     controlling interests   equity
                                                                 £'000           £'000     £'000           £'000                         £'000              £'000                                            £'000                   £'000
 As at 1 January 2023                                            813             28,293    (9,980)         497                           31,237             50,860                                           1,328                   52,188
 Profit for the financial period and total comprehensive income   -               -         -               -                            3,839              3,839                                            51                      3,890
 Share-based payments                                             -               -         -               212                           -                 212                                               -                      212
 Share capital issued                                            15               -         -               -                             -                 15                                                -                      15
 Put and call options over non-controlling interests              -               -         -               -                             15                15                                                -                      15
 Deferred tax on options                                                                                    (2)                           -                 (2)                                               -                      (2)
 Capital reorganisation                                           -               -         -               -                             -                  -                                                (17)                    (17)
 Dividends paid                                                   -               -         -               -                             (2,202)           (2,202)                                           -                      (2,202)
 As at 30 June 2023 (unaudited)                                  828             28,293    (9,980)         707                           32,889             52,737                                           1,362                   54,099

 

 

 

                                                                 Called up       Share     Merger reserve  Share‑ based       Retained earnings  Equity attributable to owners of parent company  Non-                    Total

                                                                 share capital   premium                   payments reserve                                                                       controlling interests   equity
                                                                 £'000           £'000     £'000           £'000              £'000              £'000                                            £'000                   £'000
 As at 1 January 2023                                            813             28,293    (9,980)         497                31,237             50,860                                           1,328                   52,188
 Profit for the financial period and total comprehensive income  -               -         -               -                  1,382              1,382                                            318                     1,700
 Share-based payments                                            -               -         -               512                -                  512                                              -                       512
 Share capital issued                                            15              -         -               -                  -                  15                                               -                       15
 Put and call options over non-controlling interests             -               -         -               -                  78                 78                                               -                       78
 Corporation tax on options                                      -               -         -               -                  515                515                                              -                       515
 Deferred tax on options                                         -               -         -               -                  (515)              (515)                                            -                       (515)
 Capital repayment                                               -               -         -               -                  -                  -                                                (17)                    (17)
 Dividends paid                                                  -               -         -               -                  (3,311)            (3,311)                                          -                       (3,311)
 As at 31 December 2023 (audited)                                828             28,293    (9,980)         1,009              29,386             49,536                                           1,629                   51,165

 

 

 

Consolidated statement of cash flows

For the six months ended 30 June 2024

                                                           30 June      30 June      31 December
                                                           2024         2023         2023
                                                           (unaudited)  (unaudited)  (audited)
                                                           £'000        £'000        £'000
 Cash flows from operating activities
 Profit before taxation                                    1,107        5,589        2,973
 Adjusted for:
   Depreciation of property, plant and equipment           1,195        1,294        2,610
   Amortisation of intangibles                             1,814        1,736        3,515
   Amortisation of right-of-use assets                     4,283        3,538        7,699
   Impairments of property plant and equipment             -            -            77
   Impairments of right-of-use assets                      -            -            424
   Profit on disposal of property, plant and equipment     -            (27)         (368)
   Profit on sale of business                              -            (103)        (119)
   Write off of investment                                 -            55           56
   Share-based payment expense                             301          211          513
   Finance income                                          (142)        (99)         (196)
   Finance expense                                         3,523        2,623        6,356
 Operating cash flows before movements in working capital  12,081       14,817       23,540
 Decrease / (increase) in inventories                      1,969        (1,601)      5,199
 Decrease / (increase) in trade and other receivables      11,984       2,108        (8,067)
 (Decrease) / increase in trade and other payables         (20,611)     (16,749)     2,112
 Cash generated by operations                              5,423        (1,425)      22,784
 Corporation tax received / (paid)                         127          (1,435)      (3,124)
 Net cash inflow/ (outflow) from operating activities      5,550        (2,860)      19,660
 Cash flows from investing activities
 Purchase of intangible assets                             (454)        (128)        (734)
 Business acquisitions (net of cash acquired)              -            (696)        (5,150)
 Deferred consideration paid                               (550)        (3,467)      (3,116)
 Purchase of property, plant and equipment                 (2,184)      (4,301)      (4,905)
 Purchase of investments                                   -            -            (150)
 Proceeds on disposal of property, plant and equipment     58           264          4,160
 Cash received on sale of business                         -            340          340
 Interest received                                         142          99           196
 Net cash outflow from investing activities                (2,988)      (7,889)      (9,359)
 Cash flows from financing activities
 Principal paid on lease liabilities                       (3,753)      (2,702)      (6,912)
 Interest paid on lease liabilities                        (1,325)      (1,073)      (2,340)
 Issue of share capital                                    -            15           15
 Dividends                                                 (2,202)      (2,202)      (3,311)
 Purchase of non-controlling interest of Hevey             (1,063)      (1,063)      (2,126)
 Capital repayment to non-controlling interests            -            (17)         (17)
 Proceeds from borrowings                                  20,891       9,980        109,116
 Repayment of borrowings                                   (21,100)     -            (97,853)
 Bank interest paid                                        (1,548)      (1,395)      (2,917)
 Interest paid on invoice discounting facilities           (392)        (45)         (805)
 Net cash (outflow) / inflow from financing activities     (10,492)     1,498        (7,150)
 Net (decrease) / increase in cash and cash equivalents    (7,930)      (9,251)      3,151
 Cash and cash equivalents at the beginning of the period  19,811       16,660       16,660
 Cash and cash equivalents at the end of the period        11,881       7,409        19,811

( )

 

 

Notes to the financial statements

For the six months ended 30 June 2024

 

1. General information

Lords Group Trading PLC is a public limited company incorporated in England
and Wales. The registered office is 2nd Floor 12-15 Hanger Green, London W5
3EL. Lords is a specialist distributor of building, plumbing, heating and DIY
goods. The Group principally sells to local tradesmen, small to medium sized
plumbing and heating merchants, construction companies and retails directly to
the general public.

 

 

2 Basis of preparation

These interim financial statements have been prepared in accordance with IAS
34 "Interim Financial Reporting" as contained in UK-adopted International
Accounting Standards. These interim financial statements do not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Accordingly, this report should be read in conjunction with the annual
report for the year ended 31 December 2023 (the "Annual Financial Statements")
which was prepared in accordance with UK-adopted International Accounting
Standards.

 

The Annual Financial Statements constitute statutory accounts as defined in
section 434 of the Companies Act 2006 and a copy of these statutory accounts
has been delivered to the Registrar of Companies. The auditor's report on the
Annual Financial Statements was not qualified, did not include a reference to
any matters to which the auditors drew attention by way of emphasis without
qualifying the report and did not contain statements under section 498(2) or
(3) of the Companies Act 2006. The accounting policies adopted in the
preparation of the interim financial statements are consistent with those used
to prepare the Group's consolidated financial statements for the year ended 31
December 2023 and the corresponding interim reporting period.

These interim financial statements have been prepared on a going concern
basis, under the historical cost convention.

 

These interim financial statements are presented in Pound sterling (£), which
is also the functional currency of the Company. These interim financial
statements have been approved by the Board of Directors.

 

 

3.Accounting policies

 

Going concern

The Group is well funded with strong support from stakeholders. The Group
operates strong cash flow management and forecasting enabling cash receipts
and payments to be balanced in accordance with trading levels. The Board of
Directors has completed a rigorous review of the Group's going concern
assessment and its cash flow liquidity which included:

·     The Group's cash flow forecasts and revenue projections for all
subsidiaries;

·     Reasonably possible changes in trading performance, including a
number of downside scenarios;

·     Reviewing the committed facilities available to the Group and the
covenants thereon; and,

·     Reviewing the Group's policy towards liquidity and cash flow
management.

The Group has banking facilities of £95.0 million available to it until 5
April 2027 and on 30 June 2024 had headroom against the facilities of £47.5
million and cash of £11.9 million.

 

After reviewing the Group's forecasts and risk assessments and making other
enquiries, the Board has formed the judgement at the time of approving the
interim financial statements that there is a reasonable expectation that the
Group and subsidiaries have adequate resources to continue in operational
existence until at least 5 April 2027.

 

Taxation

Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual profit or loss.

 

4. Critical accounting judgements and estimates

 

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.

 

The preparation of financial information in compliance with UK-adopted
International Accounting Standards requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgement
and use assumptions in applying the Group's accounting policies. The resulting
accounting estimates calculated using these judgements and assumptions will,
by definition, seldom equal the related actual results but are based on
historical experience and expectations of future events. Management believe
that the estimates utilised in preparing the financial information are
reasonable.

 

Key accounting estimates and judgements

Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances.

 

In preparing the condensed interim financial statements, the Board considers
both quantitative and qualitative factors in forming its judgements, and
related disclosures, and are mindful of the need to best serve the interests
of its stakeholders and to avoid unnecessary clutter borne of the disclosure
of immaterial items. In making this assessment the Board considers the nature
of each item, as well as its size, in assessing whether any disclosure
omissions or misstatements could influence the decisions of users of the
condensed interim financial statements.

 

4.1 Key accounting judgements

 

Recognition of legal and regulatory provisions

 

A key area of judgement applied in the preparation of these financial
statements is determining whether a present obligation exists and where one
does, in estimating the probability, timing and amount of any outflows. In
determining whether a provision needs to be made and whether it can be
reliably estimated, the Group consults relevant professional experts and
reassess the Group's judgements on an ongoing basis as facts change. In the
early stages of legal and regulatory matters, it is often not possible to
reliably estimate the outcome and in these cases the Group does not provide
for their outcome but instead include further disclosures outlining the
matters within its contingent liabilities note. See note 18 for contingent
liabilities.

 

Assessment of who has the risk and reward of ownership of non-controlling
interests with put and call options

 

A key area of judgement applied in the preparation of these financial
statements is determining whether the risk and rewards of ownership reside
with the non-controlling interests or the Group when an acquisition has put
and call options.

Where the pricing is at a variable price, the Group assesses the risks and
rewards reside with the non-controlling interests. This is because the
exposure to any increase or decrease in the value of the business resides with
the non-controlling interest, as they will either retain the investment
indefinitely (if neither party exercises) or they can recover the fair value
of the business through the exercise price.

Where the exercise price is a fixed amount (or an amount that varies only for
the passage of time), then the risks and rewards reside with the Group. This
is because once the put and call become exercisable, one party will be
incentivised to exit because they benefit from doing so.

 

4.2 Key accounting estimates and assumptions

The Group makes estimates and assumptions concerning the future. The resulting
accounting estimates will, by definition, seldom equal the related actual
results. The estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year are addressed below.

 

 

Useful economic lives of intangible and tangible assets

 

Annual amortisation and depreciation charge for intangible and tangible assets
is sensitive to changes in the estimated useful economic lives and residual
values of the assets. The useful economic lives and residual values are
re-assessed annually. They are amended when necessary to reflect current
estimates, based on cash generating unit performance, technological advances,
future investments, economic utilisation and the physical condition of the
assets.

 

Fair value of goodwill and intangible assets

 

The fair value of customer relationship assets and trade names separately
acquired through business combinations involved the use of valuation
techniques and the estimation of future cash flows to be generated over
several years. The estimation of the future cash flows requires a combination
of assumptions including assumptions for customer attrition rate, sales
growth, EBIT and discount rates. The relief from royalty rate is the value
that would be obtained by licencing trade names out to a third party, as a
percentage of sales.

 

Inventories

 

The Group carries significant levels of inventory and key judgments are made
by management in estimating the level of provisioning required for slow moving
inventory. Provision estimates are forward looking and are formed using a
combination of factors including historical experience, management's knowledge
of the industry, group discounting and sales pricing. Management use a number
of internally generated reports to monitor and continually re-assess the
adequacy and accuracy of the inventory provision.

 

5. Segmental analysis

 

The Group operates through the following two divisions:

 

·     Merchanting: supplies building materials and DIY goods through its
network of merchant businesses and online platform capabilities. It operates
both in the 'light side' (building materials and timber) and 'heavy side'
(civils and landscaping), through 31 locations in the UK.

 

·     Plumbing and Heating: a specialist distributor in the UK of heating
and plumbing products to a UK network of independent merchants, installers and
the general public. The division offers its customers an attractive
proposition through a multi-channel offering. The division operates over
fifteen locations enabling nationwide next day delivery service.

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker (CODM). The CODM, who
is responsible for allocating resources and assessing performance of the
Operating segments, has been identified as the Board of directors of the
Group. The Group will provide information to the CODM on the basis of products
and services; being the sale and distribution of plumbing and heating goods,
and the sale and distribution of all other merchanting services.

 

All of the Group's revenue was generated from the sale of goods in the UK for
both periods. No one customer makes up 10% or more of revenue in any period.

 

                                       Plumbing and
                                       Heating       Merchanting  Total
 Six months to 30 June 2024            £'000         £'000        £'000
 Revenue                               109,596       104,554      214,150
 Gross profit                          14,492        28,729       43,221
 Adjusted EBITDA                       4,981         7,584        12,565
 Depreciation                          (272)         (923)        (1,195)
 Amortisation of right-of-use-assets   (1,328)       (2,955)      (4,283)
 Adjusted Operating Profit             3,381         3,706        7,087
 Share-based payments                   (110)        (191)        (301)
 Exceptional items                     (64)          (420)        (484)
 Amortisation of acquired intangibles  (634)         (1,180)      (1,814)
 Operating profit                      2,573         1,915        4,488
 Finance income                                                    142
 Finance costs                                                     (3,523)
 Profit before taxation                                           1,107
 Taxation                                                         (355)
 Profit for the period                                            752

 Additions to non-current assets        1,452         2,102        3,554

 

 

 

 

                                       Plumbing and
                                       Heating       Merchanting  Total
 Six months to June 2023               £'000         £'000        £'000
 Revenue                               113,167       109,385      222,552
 Gross profit                          16,367        29,032       45,399
 Adjusted EBITDA                       6,609         8,448        15,057
 Depreciation                          (216)         (1,078)       (1,294)
 Amortisation of right-of-use-assets   (1,324)       (2,214)       (3,538)
 Adjusted Operating Profit             5,069         5,156        10,225
 Share based payments                  (73)          (138)         (211)
 Exceptional items                     (89)          (76)          (165)
 Amortisation of acquired intangibles  (589)         (1,147)       (1,736)
 Operating profit                      4,318         3,795        8,113
 Finance income                                                   99
 Finance costs                                                    (2,623)
 Profit before taxation                                           5,589
 Taxation                                                         (1,699)
 Profit for the period                                            3,890

 Additions to non-current assets        3,462         12,126       15,588

 

 

                                        Plumbing and
                                        Heating       Merchanting  Total
 Year to 31 December 2023               £'000         £'000        £'000
 Revenue                                247,667       214,934      462,601
 Gross profit                           33,234        59,129       92,363
 Adjusted EBITDA                        12,860        13,960       26,820
 Depreciation                           (485)         (2,125)      (2,610)
 Amortisation of right-of-use-assets    (2,632)       (5,067)      (7,699)
 Adjusted Operating Profit              9,743         6,768        16,511
 Share based payments                   (156)         (357)        (513)
 Exceptional items                       (838)        (2,011)       (2,849)

 Amortisation of acquired intangibles
 Exceptional items                      (1,183)       (2,332)      (3,515)
 Impairment charge                       -            (501)        (501)
 Operating profit                       7,566         1,567        9,133
 Finance income                                                    196
 Finance costs                                                     (6,356)
 Profit before taxation                                            2,973
 Taxation                                                          (1,273)
 Profit for the period                                             1,700

 Additions to non-current assets         5,281         28,670      33,951

 

 

 

6. Share based payments

Share based payments relate to the fair value, at the date of the grant, of
share-based payments to the directors and employees which are expensed in the
profit and loss on a straight-line basis over the vesting period, with the
corresponding credit going to the share-based payment reserve.

 

7. Exceptional items

Exceptional items are presented separately as one-off costs that are unlikely
to reoccur or costs outside normal business trading.

 

                                                   30 June           30 June         31 December
                                                   2024              2023            2023
                                                   (unaudited)       (unaudited)     (audited)
                                                   £'000             £'000           £'000
 Group simplification and restructuring costs      305               -               594
 Stock provisioning/ theft                         -                 -               1,382
 Profit on disposal of Lords at Home Ltd           -                 (103)           (119)
 Costs of business combinations                    27                179             936
 Retention employment costs on acquisitions        152               89              219
 National insurance recovery                       -                 -               (13)
 Reduction in contingent consideration             -                 -               (150)
                                                    484               165             2,849

 

The Group continued its reorganisation activities following the hive up of its
subsidiaries in 2023. These activities include redundancy and other costs of
integrating the businesses. The activities in 2024 included the hive up of AW
Lumb Northern and AW Lumb Midlands into parent entity AW Lumb & Co. The
cost of such exercises amounted to £305,000.

 

The costs associated with the business combinations including costs associated
with other potential acquisitions which will not occur or had not occurred
before the balance sheet date amount to £27,000. Where the Group includes
retention payments on its acquisitions for key staff, the cost of these
retentions is expensed over the period that it relates to. The costs in the
period were £152,000.

 

8. Finance expense

 

                                                               30 June         30 June         31 December
                                                               2024            2023            2023
                                                               (unaudited)     (unaudited)     (audited)
                                                               £'000           £'000           £'000
 Bank loans and overdrafts                                      1,719           1,395           2,917
 Invoice discounting facilities                                 392             45              805
 Unwinding of deferred consideration and call and put options   54              84              236
 Interest on dilapidation provision                             33              26              58
 Lease liabilities                                              1,325           1,073           2,340
                                                               3,523           2,623           6,356

 

 

9. Taxation

 

Tax expense is recognised based on management's estimate of the weighted
average effective annual income tax rate expected for the full financial year.
The estimated average annual rate for the year ended 31 December 2024 is 32.0%
(2023: 30.4%).

 

 

10. Earnings per share

 

                                                                     30 June           30 June           31 December
                                                                     2024              2023              2023
                                                                     (unaudited)       (unaudited)       (audited)
 Basic earnings per share
 Earnings from continuing activities (pence)                          0.39              2.35              0.84
 Diluted earnings per share
 Earnings from continuing activities (pence)                          0.39              2.28              0.82

 Weighted average shares for basic earnings per share                 165,641,697       163,446,193       164,340,814
 Number of dilutive share options                                     472,046           4,636,633         3,750,887
 Weighted average number of shares for diluted earnings per share     166,113,742       168,082,826       168,091,701
 Earnings attributable to the equity holders of the parent (£'000)    651               3,839             1,382

 

The Group has also presented adjusted earnings per share. Adjusted earnings
per share have been calculated using earnings attributable to shareholders of
the parent company, Lords Group Trading PLC, adjusted for the after-tax effect
of exceptional items (see note 7), share based payments, amortisation of
intangible assets and impairments as the numerator.

 

                                                            30 June      30 June      31 December
                                                            2024         2023         2023
                                                            (unaudited)  (unaudited)  (audited)
                                                            £'000        £'000        £'000
 Earnings attributable to the equity holders of the parent  651          3,839        1,382
 Add back / (deduct):
 Exceptional items                                          484          165          2,849
 Share-based payments                                       301          211          513
 Amortisation of intangible assets                          1,814        1,736        3,515
 Impairments                                                 -            -            501
 Less tax impact of adjustments                             (650)        (402)        (1,617)
 Adjusted earnings                                          2,600        5,549        7,143
 Adjusted basic earnings per share
 Earnings from continuing activities (pence)                 1.57        3.39         4.35
 Adjusted diluted earnings per share
 Earnings from continuing activities (pence)                 1.57        3.30         4.25

 

 

 

11. Intangible assets

                                            Software  Customer relationships  Trade names  Goodwill  Total
                                            £'000     £'000                   £'000        £'000     £'000
 Six months ended 30 June 2024 (unaudited)
 Opening net book value                     1,604     23,550                  2,617        18,434    46,205
 Additions                                  454        -                       -            -        454
 Amortisation charge                        (160)     (1,481)                 (173)         -        (1,814)
 Closing net book value                      1,898     22,069                  2,444        18,434    44,845
 At 30 June 2024
 Cost                                        2,897     34,722                  3,741        18,434   59,794
 Accumulated amortisation and impairment    (999)     (12,653)                (1,297)       -        (14,949)
 Net book value                              1,898     22,069                  2,444        18,434    44,845

 Six months ended 30 June 2023 (unaudited)
 Opening net book value                      1,112     25,316                  2,607        16,296    45,331
 Additions                                   128       -                       -            -         128
 Acquired through business combinations      -         -                       350          527       877
 Amortisation charge                        (102)     (1,466)                 (168)         -        (1,736)
 Closing net book value                     1,138     23,850                  2,789        16,823    44,600
 At 30 June 2023
 Cost                                       1,837     33,555                  3,741        16,823    55,956
 Accumulated amortisation and impairment    (699)     (9,705)                 (952)         -        (11,356)
 Net book value                             1,138     23,850                  2,789        16,823    44,600

 Year ended 31 December 2023 (audited)
 Opening net book value                     1,112     25,316                  2,607        16,296    45,331
 Additions                                  734       -                       -            -         734
 Acquired through business combinations     -         1,167                   350          2,138     3,655
 Amortisation charge                        (242)     (2,933)                 (340)        -         (3,515)
 Closing net book value                     1,604     23,550                  2,617        18,434    46,205
 At 31 December 2023
 Cost                                       2,443     34,722                  3,741        18,434    59,340
 Accumulated amortisation and impairment    (839)     (11,172)                (1,124)      -         (13,135)
 Net book value                             1,604     23,550                  2,617        18,434    46,205

 

 

 

12. Property, plant and equipment

 

 

                                            Land and buildings  Land and building leasehold improvements  Plant and Machinery  Motor vehicles  Fixtures, fittings and equipment  Office equipment  Total
                                            £'000               £'000                                     £'000                £'000           £'000                             £'000             £'000
 Six months ended 30 June 2024 (unaudited)
 Opening net book value                     12,975              3,064                                     1,212                646             1,583                             753               20,233
 Additions                                   -                  724                                       515                  45              173                               42                1,499
 Disposals                                   -                   -                                         -                   (55)             -                                (3)               (58)
 Depreciation charge                        (125)               (421)                                     (207)                (38)            (245)                             (159)             (1,195)
 Closing net book value                      12,850              3,367                                     1,520                598             1,511                             633               20,479
 At 30 June 2024
 Cost                                       13,539              8,195                                     3,476                904             4,510                             1,742             32,366
 Accumulated depreciation and impairment    (689)               (4,828)                                   (1,956)              (306)           (2,999)                           (1,109)           (11,887)
 Net book value                             12,850              3,367                                     1,520                598             1,511                             633               20,479

 Six months ended 30 June 2023 (unaudited)
 Opening net book value                     6,962               2,542                                     1,451                832             1,275                             585               13,647
 Additions                                   6,280               657                                       484                  244             383                               313              8,361
 Disposals                                   (229)               -                                         -                    (8)             -                                 -                (237)
 Acquired through business combinations      153                 -                                         38                   39              -                                 -                230
 Depreciation charge                         (145)               (305)                                     (302)                (160)           (223)                             (159)            (1,294)
 Closing net book value                      13,021              2,894                                     1,671                947             1,435                             739               20,707
 At 30 June 2023
 Cost                                       13,487              6,909                                     3,095                1,472           3,845                             1,571             30,379
 Accumulated depreciation and impairment    (466)               (4,015)                                   (1,424)              (525)           (2,410)                           (832)             (9,672)
 Net book value                             13,021              2,894                                     1,671                947             1,435                             739               20,707

 Year ended 31 December 2023 (audited)
 Opening net book value                     6,962               2,542                                     1,451                832             1,275                             585               13,647
 Additions                                  6,494               1,077                                     211                  85              735                               373               8,975
 Disposals                                  (3,838)              -                                        (12)                 (34)             -                                 -                (3,884)
 Acquired through business combinations     3,600               142                                       190                  38              140                               72                4,182
 Impairment                                  -                  (7)                                       (14)                  -              (43)                              (13)              (77)
 Depreciation charge                        (243)               (690)                                     (614)                (275)           (524)                             (264)             (2,610)
 Closing net book value                      12,975              3,064                                     1,212                646             1,583                             753               20,233
 At 31 December 2023
 Cost                                       13,539              7,471                                     2,962                1,286           4,337                             1,703             31,298
 Accumulated depreciation and impairment    (564)               (4,407)                                   (1,750)              (640)           (2,754)                           (950)             (11,065)
 Net book value                             12,975              3,064                                     1,212                646             1,583                             753               20,233

 

 

13. Right-of-use-assets

 

                                            Leasehold  Plant and  Motor
                                            property   equipment  vehicles   Total
                                            £'000      £'000      £'000      £'000
 Six months ended 30 June 2024 (unaudited)
 Opening net book value                      39,252     1,743      6,369      47,364
 Additions                                   360        -          1,241      1,601
 Lease modifications                         (2,172)    -          -          (2,172)
 Amortisation charge                         (2,405)    (396)      (1,482)    (4,283)
 Closing net book value                     35,035     1,347      6,128      42,510

 

 At 30 June 2024
 Cost                                     53,575    3,930    10,715    68,220
 Accumulated amortisation and impairment  (18,540)  (2,583)  (4,587)   (25,710)
 Net book value                           35,035    1,347    6,128    42,510

 

 Six months ended 30 June 2023 (unaudited)
 Opening net book value                      34,015    2,381    2,572    38,968
 Additions                                  1,630     156      3,466     5,252
 Acquired through business combinations      970       -        -        970
 Lease modifications                        1,307      -        -        1,307
 Disposals                                  (653)      -       (5)      (658)
 Amortisation charge                        (2,311)   (363)    (864)    (3,538)
 Closing net book value                     34,958    2,174    5,169    42,301

 

 At 30 June 2024
 Cost                                     52,215    6,151    12,365   70,731
 Accumulated amortisation and impairment  (17,257)  (3,977)  (7,196)  (28,430)
 Net book value                           34,958    2,174    5,169    42,301

 

 Year ended 31 December 2023 (audited)
 Opening net book value                  34,015   2,381  2,572    38,968
 Additions                               5,044    330    5,031    10,405
 Acquired through business combinations  5,519    113    378      6,010
 Lease modifications                     818      (262)  372      928
 Disposals                               (819)    -      (5)      (824)
 Impairment                              (424)    -      -        (424)
 Amortisation charge                     (4,901)  (819)  (1,979)  (7,699)
 Closing net book value                  39,252   1,743  6,369    47,364

 

 At 31 December 2023
 Cost                                     57,726    4,881    9,861    72,468
 Accumulated amortisation and impairment  (18,474)  (3,138)  (3,492)  (25,104)
 Net book value                           39,252    1,743    6,369    47,364

 

 

14. Borrowings

 

 

                                   30 June      30 June      31 December
                                   2024         2023         2023
                                   (unaudited)  (unaudited)  (audited)
                                   £'000        £'000        £'000
 Current
 Other loans                       9,851        6,334        9,507
 Total current borrowings          9,851        6,334        9,507

 Non-current
 Bank loans                        37,686       39,080       38,239
 Total non-current borrowings      37,686       39,080       38,239

 Total borrowings                  47,537       45,414       47,746

 

Loans under invoice financing are included within other loans.

 

The Group has available banking facilities totalling £95 million, consisting
of:

·     An invoice financing facility of £25 million attracting an
interest rate of UK base rate + 1.4%.

·     A revolving credit facility of £70 million attracting an interest
rate of SONIA + margin with fixed tiers between 2.00% and 2.80% based on
leverage.

 

In May 2024 the Group exercised its extension option under the banking
facilities agreement. The facilities were extended from the initial three year
term by twelve months such that the revolving credit facility will now expire
on 5 April 2027.

 

 

15. Lease liabilities

 

                                      Leasehold  Plant and  Motor
                                      property   equipment  vehicles   Total
                                      £'000      £'000      £'000      £'000
 At 1 January 2024                     44,166     1,544      6,058      51,768
 Additions                             360        -          1,329      1,689
 Lease modifications                   (2,031)    -          -          (2,031)
 Interest expenses                     1,084      35         206        1,325
 Lease payments (including interest)   (3,238)    (434)      (1,406)    (5,078)
 At 30 June 2024 (unaudited)           40,341     1,145      6,187      47,673

 

 At 1 January 2023                        37,699     1,945    2,876    42,520
 Additions                                1,562      156      3,466    5,184
 Acquired through business combinations   970        -        -        970
 Disposals                                (736)      -        (5)      (741)
 Lease modifications                      1,331      -        -        1,331
 Interest expenses                        891        44       138      1,073
 Lease payments (including interest)      (2,604)    (426)    (745)    (3,775)
 At 30 June 2023 (unaudited)              39,113     1,719    5,730    46,562

 

 At 1 January 2023                       37,699   1,945  2,876    42,520
 Additions                               4,894    329    5,029    10,252
 Acquired through business combinations  5,402    113    378      5,893
 Disposals                               (901)    -      (5)      (906)
 Lease modifications                     838      45     38       921
 Interest expenses                       1,933    90     317      2,340
 Lease payments (including interest)     (5,699)  (978)  (2,575)  (9,252)
 At 31 December 2023 (audited)           44,166   1,544  6,058    51,768

 

 

Reconciliation of current and non-current lease liabilities

 

              30 June      30 June      31 December
              2024         2023         2023
              (unaudited)  (unaudited)  (audited)
              £'000        £'000        £'000
 Current      7,663        9,289        7,815
 Non-current  40,010       37,273       43,953
 Total        47,673       46,562       51,768

 

 

 

16. Dividends

 

A final dividend for the year ended 31 December 2023 of £2,202,485 was paid
to shareholders on 28 June 2024. An interim dividend for 2024 of 0.32 pence
per share will be paid on 11 October 2024 to shareholders on the register at
the close of business on 20 September 2024.

 

 

 

17. Alternative Performance Measures

 

Income Statement

 

 

                        30 June  30 June  31 December
                        2024     2023     2023
                        £'000    £'000    £'000
 Operating Profit       4,488    8,113    9,133
 Depreciation           1,195    1,294    2,610
 Amortisation           6,097    5,274    11,214
 Impairment charge       -        -        501
 EBITDA                 11,780   14,681   23,458
 Exceptional items      484      165      2,849
 Share- based payments  301      211      513
 Adjusted EBITDA        12,565   15,057   26,820

 

 

                                    30 June  30 June  31 December
                                    2024     2023     2023
                                    £'000    £'000    £'000
 Operating Profit                   4,488    8,113    9,133
 Amortisation of intangible assets  1,814    1,736    3,515
 Impairment charge                   -        -        501
 Exceptional items                  484      165      2,849
 Share- based payments              301      211      513
 Adjusted operating profit          7,087    10,225   16,511

 

 

                                    30 June  30 June  31 December
                                    2024     2023     2023
                                    £'000    £'000    £'000
 Profit before tax                  1,107    5,589    2,973
 Exceptional items                  484      165      2,849
 Share- based payments              301      211      513
 Impairment charge                   -        -       501
 Amortisation of intangible assets  1,814    1,736    3,515
 Adjusted profit before tax         3,706    7,701    10,351

 

 

Balance Sheet

 

                              30 June   30 June   31 December
                              2024      2023      2023
                              £'000     £'000     £'000
 Short-term borrowings        (9,851)   (6,334)   (9,507)
 Long- term borrowings        (37,686)  (39,080)  (38,239)
 Cash and cash equivalents    11,881    7,409     19,811
 Less capitalised debt costs  (664)      -        (580)
 Net debt                     (36,320)  (38,005)  (28,515)

 

 

 

- ENDS -

 

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