15 July 2024
ME GROUP INTERNATIONAL
PLC
("ME
Group", "the Group" or "the Company")
Interim Results for the six
months ended 30 April 2024
Further positive financial
and strategic progress in H1 and
on track to deliver another year of record
performance
ME Group International plc (LSE:
MEGP), the instant-service equipment group, announces its results
for the six months ended 30 April 2024 (the "Period" or "H1 2024").
KEY FINANCIALS
|
|
|
|
|
Six months ended
30 April 2024
|
Six months ended
30 April 2023
|
Change
|
Change excluding FX
impact3
|
Revenue
|
£150.4m
|
£143.8m
|
+4.6%
|
+8.6%
|
EBITDA1
|
£51.2m
|
£46.1m
|
+11.1%
|
+14.8%
|
Profit before tax
|
£30.0m
|
£27.2m
|
+10.3%
|
+13.6%
|
Profit after tax
|
£22.6m
|
£20.4m
|
+10.8%
|
+15.7%
|
Cash generated from
operations
|
£41.7m
|
£36.8m
|
+13.3%
|
+19.0%
|
Gross cash
|
£82.7m
|
£113.1m
|
-26.9%
|
-24.2%
|
Net cash2
|
£21.7m
|
£24.4m
|
-11.1%
|
-8.2%
|
Earnings per share
(diluted)
|
5.97p
|
5.34p
|
+11.9%
|
+16.7%
|
Dividends:
|
|
|
|
|
- Interim Dividend per
ordinary share
|
3.45p
|
2.97p
|
+16.2%
|
n/a
|
1
EBITDA is profit before depreciation,
amortisation, non-operating income/expense and finance cost and
income.
2
Net cash excludes investments in convertible
bonds (£3.7 million) and lease liabilities (£10.6 million). In
November 2023, £1.0 million of the convertible bonds were converted
to equity (see note 10 for details). Refer to note 12 for the
reconciliation of net cash to cash and cash equivalents per the
financial statements
3. Percentage change excluding the Impact from foreign exchange rates ("FX impact") during H1
2024, particularly the Japanese yen which saw a 15% decrease in
value against pound sterling (average rate of exchange used in H1
2024 was Yen/£ 187.64 vs H1 2023: 163.16), and a 2.2% decrease in
the euro against pound Sterling (average rate of exchange used in
H1 2024 was €/£ 1.138 vs H1 2023: 1.163).
H1 HIGHLIGHTS
· Reported revenue up
4.6% to £150.4 million, EBITDA1 up 11.1% to £51.2
million and profit before tax up 10.3% to £30.0 million, driven by
growth in core laundry and photobooth operations, despite foreign
currency rate impacts. Revenue was up 8.6% excluding the impact of
foreign currency rate changes.
· Strong
performance from Wash.ME laundry operations, which is the
fastest-growing business area and a key growth driver for the
Group, with revenue up 16.7% to
£44.1 million. Revolution laundry
units in operation grew by 18.0% and
represented 12.4% of total Group vending
estate, driven by strong demand and record machine installations of
420 Revolution machines in H1.
· The
Group continues to expand across its established partnerships in
high footfall locations, such as supermarkets and petrol
forecourts, and its installation pipeline indicates that it is on
track to deploy a record number of Revolution machines during FY
2024.
· The
number of Photo.ME machines increased by 12.6% to 30,708 (H1 2023:
27,275). Photo.ME vending revenue1 was up 2.4% to £85.9 million (up
7.5% excluding FX impact), reflecting quieter volumes in Q1
followed by a strong performance from Q2 to June 2024 with
increased activity across almost all territories, particularly
Continental Europe and Asia Pacific.
· Highly cash
generative, with cash generated from operations up 13.3% to £41.7
million, supporting the Group's investment in its growth strategy
and returns to shareholders.
· The Group
has a strong balance sheet, with £82.7 million of gross cash and a
net cash balance of £21.7 million at the period end, excluding
investments in convertible bonds of £3.7 million.
· Diluted earnings per
ordinary share up 11.8% to 5.97 pence, reflecting the continued
focus on delivering meaningful profitable growth returns for all
shareholders.
· Interim dividend up
16.2% to 3.45 pence per Ordinary Share, which will be paid at the
end of November, will return £13.0 million to shareholders. The
Group's policy is to pay annual dividends in excess of 55% of
annual profits, subject to market and capital requirements.
OUTLOOK
· The
Group will continue to capitalise on significant market
opportunities for photobooth and laundry services.
· Strong Revolution
laundry machine installation pipeline, targeting 80-90 per month,
and on track to deliver a record number of installations in H2
2024.
· Rollout of
next-generation multi-service photobooths with plans to install
2,000 to 2,500 machines by the end of FY 2024.
· H2 2024 has started
strongly and the Group continues to see positive trading momentum
across its operations. As a result, the Board remains confident
that it will deliver another year of record profitability in FY
2024, in line with current market expectations.
1 Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Serge Crasnianski, CEO & Deputy
Chairman, commented:
"We are pleased to report positive trading momentum
throughout H1 2024, which has continued into H2 2024, and reflects
further strategic progress from the Group's core automated
photobooth and laundry operations which are both exceptionally
profitable and highly cash generative. The Group continues to focus
on profitability, returns and cash generation, with these metrics
being the key performance indicators for the Group. The Group is on
track to deliver another record year across these financial
metrics, including the number of machines deployed."
"Through our continued focus on R&D and
technological innovation, the Group remains focused on prudently
exploring new and exciting opportunities within the automated
self-service instant machine category to further diversify our
portfolio, including the planned launch of new machines offering a
broader range of services for our consumers.
"Additionally, the Group's R&D team has devised
new production techniques to reduce the cost of the next-generation
photobooths by 28% (effective immediately) and the Revolution
laundry machine by 13% (effective FY 2025). A new generation solar
panel, which delivers twice the power generation of the current
model, is also in development and will be utilised by the Group's
Revolution machines
"I look forward to updating you on the Group's
progress and I thank our employees and partners for their continued
support."
ENQUIRIES:
ME Group International plc
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+44 (0) 1372 453 399
|
Stéphane Gibon, CFO
|
ir@me-group.com
|
Vlad Crasneanscki, Head of
Investor Relations
|
|
|
|
Hudson Sandler
Wendy Baker / Nick Moore / Eloise
Fleet
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+44 (0) 20 7796 4133
me-group@hudsonsandler.com
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|
|
NOTES TO EDITORS
ME Group International plc (LSE: MEGP) operates,
sells and services a wide range of instant-service vending
equipment, primarily aimed at the consumer market.
The Group operates vending units across 18 countries
and its technological innovation is focused on four principal
areas:
· Photo.ME
- Photobooths and integrated biometric identification solutions
· Wash.ME
- Unattended laundry services and
launderettes
·
Print.ME - High-quality digital
printing kiosks
·
Feed.ME - Vending equipment for the food
service market
In addition, the Group operates other vending
equipment such as children's rides, amusement machines, and
business service equipment.
Whilst the Group both sells and services this
equipment, the majority of units are owned, operated and maintained
by the Group. The Group pays the site owner a commission based on
turnover, which varies depending on the country, location and the
type of machine.
The Group has built long-term relationships with
major site owners and its equipment is generally sited in prime
locations in areas of high footfall such as supermarkets, shopping
malls (indoors and outdoors), transport hubs, and administration
buildings (City Halls, Police etc.). Equipment is maintained and
serviced by an established network of more than 650 field
engineers.
In August 2022 the Company changed its listed entity
name to ME Group International plc (previously Photo-Me
International plc) to better reflect the Group's diversification
focus and business strategy.
The Company's shares have been listed on the London
Stock Exchange since 1962.
For further information: www.me-group.com
CHAIRMAN'S STATEMENT
The Company is pleased to report
further financial and strategic progress in H1 2024 driven by its
core photobooth and laundry operations. This resulted in the growth
of revenue (up 4.6%), EBITDA (up 11.1%) and profit before tax up
(up 10.3%), despite foreign exchange headwinds ("FX impact") which
saw the value of the Japanese Yen and the euro against the British
pound sterling decline by 15% and 2.2% respectively compared with
H1 2023. Further details on the financial performance are set out
in the Chief Executive's Business and Financial Review
below.
This strong performance is a
testament to the dedication and commitment of my Board colleagues,
the executive team, and every employee across the Group. I want to
thank them all for their continued hard work.
Our growth strategy
The Group's growth strategy is
focused on expansion and ongoing diversification of our operations
and continuing to drive attractive levels of return on invested
capital, supported by technological innovation and modernisation of
our automated-vending machine estate. This is reflected by our
strong performance against our targeted payback periods and return
on capital, which significantly exceeds our cost of capital. Our
core activity is to install and operate automated vending
equipment, primarily photobooths and laundry machines, in high
footfall areas in return for commission and/or a fixed fee. We
benefit from an established and dominant market position. Our
innovative approach allows us to refresh and diversify the services
available through our machines, alongside a disciplined financial
approach and a focus on minimising production and operational
costs, enabling us to capitalise on operating leverage as we grow
our machine estate.
Good progress was made in H1 2024
as we expanded our laundry and photobooth presence and strengthened
partnerships with site owners to support our growth plans. The pace
of Revolution laundry installations was at a record high with 420
machines installed (H1 2023: 404), alongside the continued rollout
of our next-generation photobooths in France. Whilst actively
expanding the Group's presence in existing markets, we continued
with a small-scale photobooth trial in Australia, in line with the
Group's longer-term strategy to enter new and attractive
markets.
The Board & Executive Team
As previously announced, Jean-Marc
Janailhac stepped down as an Executive Director of the Company on 2
November 2023, a role he held since July 2020. Jean-Marc remains on
the Board as a Non-executive Director and the Group continues to
benefit from his extensive experience and strategic
counsel.
Françoise Coutaz-Replan was
appointed to the Company's Remuneration Committee on 12 July 2024.
Biographical details for Miss Coutaz-Replan can be found on page 71
of the Company's 2023 Annual Report.
Dividend
The Board is pleased to declare an
interim dividend of 3.45 pence per Ordinary Share (H1 2023: 2.97
pence per Ordinary Share), an increase of 16.2%, which will return
£13.0 million to shareholders. The dividend will be paid on 29
November 2024 to shareholders on the register on 7
November 2024. The ex-dividend date will be 8
November 2024.
This is in line with Group's
dividend policy which seeks to pay annual dividends of more than
55% of annual profits after tax subject to market and capital
requirements, one-third of which is paid as an interim dividend and
the remaining two-thirds paid as a final dividend.
Cancellation of Treasury Shares
The Board of the Company announces
that on 12 July 2024 it passed a resolution to cancel all of its
2,368,626 ordinary shares of 0.5 p each held in treasury. The
cancellation took place with effect from the same date. These
shares held in treasury were purchased via the previously announced
buyback at an average price of 133.17 pence per ordinary
share.
Following such cancellation, the
total issued share capital comprises 376,586,253 ordinary shares of
0.5p each and the total number of voting rights is 376,586,253.
Shareholders should use this figure when determining if they are
required to notify their interest in, or a change to their interest
in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Sustainability at ME Group
The Board is committed to
strengthening our Sustainability activity. Our journey encompasses
everything from innovative photobooths to our
environmentally-friendly self-service laundry machines and other
automated vending equipment, which all aim to make
everyday life easier, and embed
sustainable practices into the fabric of our
business.
We have launched a CSRD policy in
France, led by dedicated sustainability experts, with plans to
extend this approach to our European operations over the next few
years. This approach will enhance our sustainability reporting,
which will add new quantitative and qualitative indicators to our
reporting. Details of our Sustainability approach are set out in
our Annual Report 2023.
Looking ahead
Historically, the second half of
the financial year is seasonally the strongest for the Group in
terms of financial performance, with higher demand for photo ID for
passports and from students at the start of the new academic year.
Furthermore, Revolution laundry operations tend to see higher
machine usage during the summer months.
The Board is pleased with how H2
has started and the Group is on track to
deliver a record number of new Revolution machine installations in
H2 2024, giving the Board continued confidence the Group will
deliver record profitability for the year, in line with current
market expectations. The Group remains
highly cash generative with a strong financial position, ensuring
it is able to fund its growth plans and capitalise on the significant market opportunity for laundry
and photobooth services.
Sir John Lewis
OBE
Non-executive Chairman
15 July 2024
CHIEF EXECUTIVE'S
BUSINESS AND FINANCIAL REVIEW
Financial
performance
We are pleased to report positive trading momentum
throughout H1 2024 and further strategic progress from the Group's
core activities of automated photobooth and laundry services.
Reported revenue in H1 2024 was
£150.4 million, an increase of
4.6% compared with H1 2023 (up 8.6% excluding FX impact).
Wash.ME was the fastest-growing business area, with
total laundry revenue up 16.7% at
£44.1 million. Vending revenue from
Revolution laundry machines grew strongly, increasing 18.4% to £41.2 million (up
20.4% excluding FX impact). EBITDA increased by 15.3% to
£21.1 million (up 17.5% excluding FX
impact).
Photo.ME, our photobooth business, performed well
benefiting from ongoing demand for photo ID services. Vending
revenue was up 2.4% to £85.9 million (up 7.5% excluding FX impact) and EBITDA
decreased by 1.3% to £29.3 million
(increased 2.7% excluding FX impact).
The performance by geography saw revenue for Continental Europe increase by
5.2% to
£98.3 million,
with operating profit stable at
£21.0 million. In
the UK & Republic of Ireland, revenue was down 1.9%
to £25.7
million, however, operating profit was up
by 28.6% to
£7.2 million.
Revenue for Asia Pacific increased
by 9.1% to
£26.4 million.
Further detail is set out in the Review of Performance by Geography
below.
Reported EBITDA increased by 11.1% to £51.2 million (H1
2023: £46.1
million), which delivered an improved EBITDA margin of 34.0% (H1 2023: 32.2%). Excluding FX impact
EBITDA increased by 14.8%.
Reported profit before tax was up 10.3% at £30.0 million (H1
2023: £27.2
million), with the Group benefiting from operational leverage as
the number of machines in operation increased. Profit after tax
increased by 10.8% to £22.6 million (H1
2023: £20.4
million). Excluding FX impact profit before tax increased by 13.6%
and profit after tax increased by 15.7%.
Cash generated from operations increased
significantly, up 13.3% to £41.7 million (H1 2023:
£36.8 million). In line with our growth
strategy, cash generated from operations supports our investment in
growing our core activities of photobooth and laundry services. As
a result, capital expenditure increased by £5.5 million to
£26.6 million (H1 2023: £21.1 million).
Given the FX headwinds in H1 2024, the Group is
exploring options to mitigate its exposure to currency risk. This
includes hedging its large GBP commitments, such as dividends.
However, as the Group earns a large share of its revenue in foreign
currencies, its consolidated results will be impacted by exchange
rate fluctuations to some extent.
Financial
position
As at 30 April 2024, the
Group had gross cash of £82.7 million,
down 26.9% compared with H1 2023 (H1 2023: £113.1 million). The net cash balance
reduced 11.1% to £21.7 million (H1 2023: £24.4
million), excluding investments in convertible bonds of £3.7
million (H1 2023: £4.7 million). In November, 2023 £1.0 million of
the convertible bonds were converted to equity (see note 10 for
details). In H1 2024, the Group made loan repayments totaling £14.9
million and it continued to invest in its growth strategy.
In the 12 months ending 30 April 2024, the Group has
returned £24.8 million to shareholders through dividend payments.
The Group remains in a strong financial and
liquidity position to fund its future growth strategy.
Overview of
principal business areas
Below is an overview of the Group's four principal
business areas: photobooth (Photo.ME), laundry (Wash.ME), digital
printing (Print.ME) and food (Feed.ME). In addition, the Group
operates Other Vending Equipment.
Photo.ME
Photobooths and secure integrated
biometric photo ID solutions
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
Number of units in
operation
|
30,708
|
27,275
|
Percentage of total group vending
estate (number of units)
|
64.0%
|
62.3%
|
Vending revenue1
|
£85.9m
|
£83.9m
|
Capex
|
£9.0m
|
£1.3m
|
EBITDA
|
£29.3m
|
£29.7m
|
1 Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Photobooth operations are the Group's most
established and largest business area by number of units, revenue
and EBITDA contribution.
The Group's photobooth growth
strategy is centred on the rollout of the next-generation machine
and increasing the utilisation rate of machines, which has a
material drop through to profit. We are a leading provider of
automated photo ID services for official documents, such as
passports and driving licences. Our next-generation photobooth
provides this service plus the capability for new features,
functionality and an enhanced user experience, such as smartphone
printing.
Demand for photo
ID services remained robust with the strongest performing
territories being France and Japan. Vending revenue increased
by 2.4% to
£85.9 million (H1 2023: £83.9 million). The average revenue per machine in H1
decreased 8.4% to £2,795 (H12023: £3,051) and 3.8%
excluding FX impact. This was due to a period of lower demand in Q1
2024, however, Q2 saw stronger performance which continued in Q3
during which time the Group continued to relocate a small number of
machines to higher footfall sites which are expected to perform
stronger in H2.
Capex increased significantly to
£9.0 million (H12023: £1.3 million) as the
Group progressed with its rollout of next-generation photobooths,
with more than 1,400 installed in H1 2024 replacing machines in
high-footfall locations.
EBITDA reduced slightly
to £29.3 million (H1
2023: £29.7 million), however,
excluding the FX impact EBITDA was up 2.7% . EBITDA margin for
Photo.ME operations remained robust at 34.1% in H1 with the
segment's EBITDA contribution representing 57.2% of Group
EBITDA.
At
30 April 2024, the number of photobooths in
operation was up by 12.6% at 30,708 units (H1 2023:
27,275), mainly
due to the acquisition of 3,611 photobooths in Japan in the
previous financial year. Photo.ME operations
accounted for 64.0% of the Group's total vending units.
The Group aims to install 2,000 -
2,500 next-generation machines by the end of FY 2024 with £5
million to £6 million of expected capex in H2, and approximately
8,000 next-generation photobooths by the end of FY 2025. In
addition, the Group is modernising the hardware of its existing
photobooth estate by installing new proprietary
software.
The Board continues to believe there
remains attractive longer-term opportunities in the photo ID market
across existing and new geographic markets. This includes the UK
where, despite the Government's acceptance of home-taken photos for
official documents, we continue to see good consumer demand for our
photobooth services.
Wash.ME
Unattended Revolution laundry
services and launderettes
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
Total Laundry units deployed
(owned, sold and acquisitions)
|
7,317
|
6,239
|
Total revenue from Laundry
operations1
|
£44.1m
|
£37.8m
|
Total Laundry EBITDA
|
£21.1m
|
£18.3m
|
Revolution
|
|
|
- Number of Revolutions in
operation
|
5,957
|
5,048
|
- Percentage of total group
vending estate (number of units)
|
12.4%
|
11.5%
|
- Vending revenue from
Revolutions2
|
£41.2m
|
£34.8m
|
- Revolution capex
|
£12.0m
|
£10.8m
|
1 Revenue from the operation of laundry machines plus revenue
from the sale of laundry machines.
2 Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Wash.ME is the Group's fastest
growing business area by number of units and EBITDA. These services
are popular amongst consumers as they are located in convenient and
accessible locations, providing rapid washing and drying
capabilities for up to 20kg of laundry. Our laundry operations
benefit from established partnerships with high footfall site
owners, industry-leading technology, long term investment and
ongoing maintenance from our network of dedicated field engineers
and, along with limited competition in the market, leaves our
Wash.ME business well placed to continue growing.
Total Wash.ME revenue grew by
16.7% to £44.1 million (up 18.8% excluding FX impact), driven by
strong demand and record expansion of Revolution laundry units. The
total number of laundry units deployed increased by 17.3% to 7,317 units at 30
April 2024.
Total Laundry EBITDA increased by
15.3% to £21.1 million (H1 2023 £18.3
million). EBITDA margin for Laundry operations stood at 47.8% in
H1, with the segment's EBITDA contribution representing
41.2% of Group EBITDA.
Revolution laundry operations
Vending revenue from Group-operated
Revolution laundry machines increased by 18.4% to £41.2 million
(up 20.4% excluding FX impact), which reflected both an increase in
customer visits and the number of machines in operation.
Revolution laundry operations represented 27.4% of total Group revenue, up 13.2% on H1 2023,
reflecting the fact that this is a core growth driver for the
business. We expect this trend will continue, with Revolution
becoming a larger contributor to Group performance.
The average revenue per machine in
H1 increased 1.0% to £7,171 (H1
2023: £7,106), up
2.7% excluding FX impact.
The number of Revolution units in
operation grew by 18.0% to 5,957. In line with the Group's strategy, this
business area once again increased as a proportion of the total
estate and accounted for 12.4% of the Group's total estate by
number of machines (H1 2023: 11.5%).
The Group further expanded across
its established partnerships in high-footfall locations, such as
supermarkets and petrol forecourts. A record 420 Revolution
machines were installed across the UK, France and Ireland, an
average of 70 machines per month in H1.
Revolution capex increased
to £12.0 million (H1 2023: £10.8 million). This
investment almost entirely relates to the purchase and installation
cost associated with deploying Revolution machines.
The Group has a strong installation
pipeline and plans to install new machines at a rate of 80-90
machines per month in H2 2024, which leaves us on track to deploy a
record number of Revolution machines during FY 2024. Expected
Revolution capital expenditure in H2 2024 is £14.0 million to £18.0
million.
The laundry services consumer App
was launched in summer 2023, aimed at improving the consumer
experience, including a 'Wash.ME store locator' function and
rewarding loyalty through promotions. Since pushing the mobile app
to consumers over the past few months, we have achieved over 21,000
downloads on Android and IOS platforms across Europe, with 75%
conversion to registered users, of which 60% opted into our push
notifications. We believe our consumer App will support active
engagement with customers and allow the Group to push targeted
marketing campaigns to drive repeat sales going forward.
Print.ME
High-quality digital printing service
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
Number of units in
operation
|
4,635
|
4,740
|
Percentage of total group vending
estate (number of units)
|
9.7%
|
10.8%
|
Vending revenue1
|
£5.2m
|
£5.8m
|
Capex
|
£0.2m
|
£1.3m
|
EBITDA
|
£2.0m
|
£2.0m
|
1 Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Print.ME is an ancillary business
area with operations primarily in France and in the UK and
Switzerland. The Group's strategy is to continue to replace old
machines with the newest model, whilst we continue to deploy
next-generation photobooths which also have high quality digital
printing functionalities. The Group will also continue to enter
into contracts that are similar to the FNAC partnership.
Vending revenue decreased by
10.3% to £5.2 million (H1 2023: £5.8 million), due
to FX impact and the redeployment of 240 machines to a new contract
with FNAC, a leading French multinational retail chain. This
contract employs a different business model and the revenue earned
from it is recognised in sales of consumables, outside of the
Print.ME segment. This has contributed to the like-for-like drop in
vending revenue.
Excluding FX impact, revenue was
down 8.6%. Print.ME represented a small contribution of Group
revenue at 3.5%
The average revenue per machine in
H1 reduced 9.3% to £1,110 (H1 2023: £1,224). Excluding FX
impact, it was down 7.5%. This is expected to catch up in the
second half of the year thanks to the exchange of old models for
new units (around 500), which is expected to drive performance
improvements.
EBITDA was stable at £2.0 million and Print.ME contributed 3.9% of Group EBITDA (H1 2023: 4.3%).
EBITDA margin improved to 38.5% (H1 2023: 34.5%).
Capex was lower at £0.2 million (H1 2023: £1.3
million). During H1, the Group installed 33 new machines, which is
expected to increase significantly following the delivery of 500
new machines to be installed in France in H2 2024 which will
refresh the portfolio and customer experience. Capex for H2 2024 is
expected to be in the region of £2.5 million. The next-generation
photobooths will have similar functionalities to the Group's
digital printing kiosks, thereby expanding the availability of this
service to consumers.
At 30 April 2024 the Group had 4,635
kiosks in operation, down 2.2% (H1
2023: 4,740). Print.ME kiosks accounted for 9.7% of the total number of vending units in
operation. The Group's key markets of operation are France, where
most of the machines are situated, the UK and
Switzerland.
Feed.ME
Vending equipment for the food
service market
Our food vending equipment
operations are a small and profitable part of the Group. Total
revenue in H1 2024 was £5.0 million (H1 2023: £6.4 million), which
contributed 3.3% to Group revenue. While this business area remains
attractive, it has developed more slowly post-pandemic than
anticipated.
Consequently, the Board decided to
sell its Sempa operations, which specialise in the sale of fresh
juice equipment. The disposal completed on 20 May 2024 for a total
cash consideration of €4.6 million. The sale proceeds will be
invested in growing the Group's core activities and business areas
of photobooths and laundry operations, as well as continuing to
invest in the operation of fresh juice machines. For further
details refer to notes 13 and 15.
The Group continues to operate
freshly squeezed orange juice machines in Japan and Australia,
including fulfilment of oranges for the machines. A further 100
machines were installed in H1 2024, bringing the total to 475
machines in operation. Japan's freshly squeezed fruit juice vending
market is significant, particularly in Tokyo, supporting the
Group's plans to expand operations further.
In addition, the Group sells pizza
vending equipment in Continental Europe and the UK, albeit on a
small scale. The Group expects this will remain a small financial
contributor to the Group going forward.
Other vending
equipment
As at 30 April 2024, the Group operated
6,114 other vending units (30 April
2023: 6,702) in addition to our four principal
business areas. This included 2,383
children's rides (Amuse.ME), 3,385
photocopiers (Copy.ME) and 346 other
miscellaneous machines.
The Group will continue to operate
other vending units where profitable. These machines are
typically located in high-footfall locations alongside the Group's
principal activities, thereby benefitting from existing site owner
relationships and operating synergies.
Other vending equipment accounted
for 13.8% of the Group's total
vending estate by number of units, down 1.5% compared with the previous year and represented
1.9% of the total Group
revenue.
REVIEW OF
PERFORMANCE BY GEOGRAPHY
Commentary on the Group's financial performance is
set out below, in line with the segments as operated by the Board
and the management of the Group. These segmental breakdowns are
consistent with the information prepared to support the Board's
decision-making. Although the Group is not managed around product
lines, some commentary below relates to the performance of specific
products in the relevant geographies.
Vending units in
operation
|
|
At 30 April
2024
|
At 30
April 2023
|
Year on
Year
|
|
|
Number
|
% of total
|
Number
|
% of
total
|
% Change in
|
|
|
of units
|
estate
|
of
units
|
estate
|
Number of
units
|
Continental Europe
|
|
26,564
|
55.4%
|
25,604
|
58.5%
|
3.7%
|
UK & Republic of
Ireland
|
|
6,357
|
13.3%
|
6,586
|
15.0%
|
(3.5)%
|
Asia Pacific
|
|
15,024
|
31.3%
|
11,621
|
26.5%
|
29.3%
|
Total
|
|
47,945
|
100%
|
43,811
|
100%
|
9.4%
|
The total number of vending units
in operation at 30 April 2024 increased by
9.4% to 47,945 compared with the prior year
(H1 2023: 43,811), mainly driven by the
photobooth acquisition in Japan and the ongoing expansion of
laundry operations.
Key
financials
The Group reports its financial performance based on
three geographic regions of operation:
(i) Continental Europe; (ii) the UK & Republic of Ireland; and
(iii) Asia Pacific.
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
|
|
|
Continental Europe
|
£21.0m
|
£21.0m
|
UK & Republic of
Ireland
|
£7.2m
|
£5.6m
|
Asia Pacific
|
£3.3m
|
£3.3m
|
Corporate costs
|
£(1.2)m
|
£(2.4)m
|
Total
|
£30.3m
|
£27.5m
|
Revenue by
geographic region
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
|
|
|
Continental Europe
|
£98.3m
|
£93.4m
|
UK & Republic of
Ireland
|
£25.7m
|
£26.2m
|
Asia Pacific
|
£26.4m
|
£24.2m
|
Total
|
£150.4m
|
£143.8m
|
Analysis of Revenue
by Geographic Region
Six
months ended 30 April 2024
|
Continental
|
United
Kingdom
|
Asia
|
|
|
Europe
|
&
Ireland
|
Pacific
|
Total
|
Photo.ME
|
£53.0m
|
£10.3m
|
£22.6m
|
£85.9m
|
Wash.ME
|
£27.6m
|
£14.0m
|
£0.1m
|
£41.7m
|
Print.ME
|
£5.1m
|
£0.1m
|
-
|
£5.2m
|
Feed.ME
|
-
|
-
|
£2.2m
|
£2.2m
|
Other Vending Equipment
|
£1.0m
|
£0.8m
|
£1.0m
|
£2.8m
|
Total Vending Revenue
|
£86.7m
|
£25.2m
|
£25.9m
|
£137.8m
|
Sales of equipment, spare parts,
consumables & services
|
£11.6m
|
£0.5m
|
£0.5m
|
£12.6m
|
Total Revenue
|
£98.3m
|
£25.7m
|
£26.4m
|
£150.4m
|
|
|
|
|
|
|
|
|
|
|
Six
months ended 30 April 2023
|
Continental
|
United
Kingdom
|
Asia
|
|
|
Europe
|
&
Ireland
|
Pacific
|
Total
|
Photo.ME
|
£52.0m
|
£11.9m
|
£20.0m
|
£83.9m
|
Wash.ME
|
£23.3m
|
£12.0m
|
£0.1m
|
£35.4m
|
Print.ME
|
£5.7m
|
£0.1m
|
-
|
£5.8m
|
Feed.ME
|
-
|
-
|
£1.8m
|
£1.8m
|
Other Vending Equipment
|
£2.5m
|
£1.2m
|
£2.2m
|
£5.9m
|
Total Vending Revenue
|
£83.5m
|
£25.2m
|
£24.1m
|
£132.8m
|
Sales of equipment, spare parts,
consumables & services
|
£9.9m
|
£1.0m
|
£0.1m
|
£11.0m
|
Total Revenue
|
£93.4m
|
£26.2m
|
£24.2m
|
£143.8m
|
Operating profit by
geographic region
|
Six months ended
30 April 2024
|
Six
months ended
30 April 2023
|
|
|
|
Continental Europe
|
£21.0m
|
£21.0m
|
UK & Republic of
Ireland
|
£7.2m
|
£5.6m
|
Asia Pacific
|
£3.3m
|
£3.3m
|
Corporate costs
|
£(1.2)m
|
£(2.4)m
|
Total
|
£30.3m
|
£27.5m
|
Continental
Europe
Revenue increased by 5.2%
to £98.3 million and the region
contributed 65.4% of total Group revenue.
The value of the euro against the British pound sterling declined
by 2.2% compared with H1 2023. Excluding FX impact, revenue in
Continental Europe was up 7.3% compared with H1 2023.
Wash.ME performed particularly strongly with vending
revenue up 18.5%, reflecting the ongoing
expansion and demand for the service. The expansion of laundry
operations has continued at pace, with a further 282 machines
installed, bringing the total number in operation across
Continental Europe to 4,492. The Group is working closely with its
established partners and key customer accounts, which include major
supermarket groups, to grow its vending estate across the
region.
Photo.ME grew by 1.9%.
Print.ME decreased by 10.5%, due in part
to the redeployment of printing machines to the FNAC contract.
Operating profit was flat at £21.0million, due to a £2.3 million increase in
depreciation resulting from the capital investment in new machines.
Excluding FX impact operating profit was up 1.9%.
As at 30 April 2024,
26,564 units were in operation, which
represented 55.4% of the Group's total
vending estate.
Continental Europe is the
Group's largest region by number of machines and contribution to
Group revenue and EBITDA.
UK & Republic
of Ireland
Revenue decreased by 1.9%
to £25.7 million (down 1.5% excluding FX
impact on Irish operations), primarily driven by the Group's exit
from a contract in our photobooth business, however, this has had a
limited impact on profit generation. This was partially offset by
the expansion of Revolution laundry machines in operation and
further photobooth installations. This region represented
17.1% of Group revenue.
Wash.ME performed strongly, with vending revenue up
16.7%, with 141 Revolution laundry units
installed (mainly in the UK), bringing the total number of machines
in operations in the region to 1,462, up 23.9% compared with H1 2023.
To support the Group's growth strategy and its focus
on building market share, it has entered into new partnerships with
national retailers and strengthened existing ones.
Operating profit increased by 28.6% to £7.2 million, which
reflected further growth and the Group's focus on cost
efficiencies.
As at 30 April 2024, there
were 6,357 units in operation in the
region, which represented 13.3% of the
Group's total vending estate.
Asia
Pacific
Revenue in the region increased by 9.1% to £26.4 million, which
represented 17.6% of Group revenue. This performance was driven by
Photo.ME vending revenue up 13.0%, due to
the increased number of photobooths in operation following the Fuji
acquisition. Vending revenue from other vending equipment and
Feed.ME operations, which include fresh fruit juice vending
machines, reduced by a 20.0%.
The reported financial performance was impacted by a
15.0% decrease in the value of the Japanese Yen against Pound
Sterling compared with H1 2023. Excluding FX impact revenue
increased by 24.8%.
The 3,611 photobooths previously acquired in Japan
have now been fully integrated into the Group's Japanese operations
and expect to benefit from network optimisation in H2 2024.
The Group has expanded its freshly squeezed orange
juice vending operations in Asia Pacific with 475 machines in
operation (H1 2023: 396), operating across Japan (404 machines) and
Australia (71 machines).
Operating profit was flat at £3.3 million, with benefits of the photobooth
acquisition not yet realised. Excluding FX impact, operating profit
was up £0.5 million to £3.8 million.
As at 30 April 2024, there
were 15,024 units in operation in the
region, an increase of 29.3%, representing
31.3% of the Group's total units in
operation.
PRINCIPAL RISKS
Similar to any business, the Group
faces risks and uncertainties that could impact the achievement of
the Group's strategy.
These risks are accepted as
inherent to the Group's business. The Board recognises that the
nature and scope of these risks can change; it therefore regularly
reviews the risks faced by the Group as well as the systems and
processes to mitigate them.
The table below sets out what the
Board believes to be the principal risks and uncertainties, their
impact, and actions taken to mitigate them.
Economic
Nature of risk
|
Description and impact
|
Mitigation
|
Global economic
conditions
|
Economic growth has a major
influence on consumer spending.
A sustained period of economic
recession and a period of high inflation could lead to a decrease
in consumer expenditure in discretionary areas.
|
The Group focuses on maintaining
the characteristics and affordability of its needs-driven
products.
Like most businesses around the
world, the Group has had to face a significant increase in supply
chain and raw material costs, however, its strong position in the
markets in which it operates gives the Group significant pricing
power.
The Group has no exposure to the
invasion of Ukraine by Russia and other conflict
areas.
|
Volatility of foreign exchange
rates
|
The majority of the Group's revenue
and profit is generated outside the UK, and the Group's financial
results could be adversely impacted by an increase in the value of
sterling relative to those currencies. Current and imminent global
events (including recent and upcoming elections in France, the UK
and the US) could well cause currency volatility.
|
The Group hedges its exposure to
currency fluctuations on transactions, as relevant. However, by its
nature, in the Board's opinion, it is very difficult to hedge
against currency fluctuations arising from translation in
consolidation in a cost-effective manner.
|
Regulatory
Nature of risk
|
Description and impact
|
Mitigation
|
Centralisation of the production of
ID photos
|
In many European countries where
the Group operates, if governments were to implement centralised
image capture, for biometric passport and other applications, or
widen the acceptance of self-made or home-made photographs for
official document applications, the Group's revenues and profits
could be affected.
|
The Group has developed new systems
that respond to this situation, leveraging 3D technology in ID
security standards, and securely linking our booths to the
administration repositories. Solutions are in place in France,
Ireland, Germany, Switzerland and the UK.
Furthermore, the Group also ensures
that its ID products remain affordable and of a
high-quality.
|
Strategic
Nature of risk
|
Description and impact
|
Mitigation
|
Identification of new business
opportunities
|
The failure to identify new
business areas may impact the ability of the Group to grow in the
long-term.
|
Management teams constantly review
demand in existing markets and potential new opportunities. The
Group continues to invest in research in new products and
technologies. Furthermore, the Group also ensures that its ID
products remain affordable and of a high-quality.
|
Inability to deliver anticipated
benefits from the launch of new products
|
The realisation of long-term
anticipated benefits depends mainly on the continued growth of the
laundry and food businesses and the successful development of
integrated secure ID solutions. Failure in this regard could lead
to a lack of competitiveness.
|
The Group regularly monitors the
performance of its entire estate of machines. New
technology-enabled secure ID solutions are heavily trialled before
launch and the performance of operating machines is continually
monitored.
|
Market
Nature of risk
|
Description and impact
|
Mitigation
|
Commercial relationships
|
The Group has well-established,
long-term relationships with a number of site-owners. The
deterioration in the relationship with, or ultimately the loss of,
a key account would have an adverse, albeit contained, impact on
the Group's results, bearing in mind that the Group's turnover is
spread over a large client base and none of the accounts represents
more than 2% of Group turnover.
To maintain its performance, the
Group needs to have the ability to continue trading in good
conditions in France and the UK, taking into account the situation
in these two countries
|
The Group's major key relationships
are supported by medium-term contracts. The Group actively manages
its site-owner relationships at all levels to ensure a high quality
of service.
The Group continues to monitor the
situation in both the French and the UK markets.
|
Operational
Nature of risk
|
Description and
impact
|
Mitigation
|
Reliance on foreign
manufacturers
|
The Group sources most of its
products from outside the UK. Consequently, the Group is subject to
risks associated with international trade.
|
Extensive research is conducted
into quality and ethics before the Group procures products from any
new country or supplier. The Group also maintains very close
relationships with both its suppliers and shippers to ensure that
risks of disruption to production and supply are managed
appropriately.
|
Reputation
|
The Group's brands are key assets
of the business. Failure to protect the Group's reputation and
brands could lead to a loss of trust and confidence. This could
result in a decline in our customer base.
|
The protection of the Group's
brands in its core markets is sustained with certain unique
features. The appearance of the machine is subject to high
maintenance standards. Furthermore, the reputational risk is
diluted as the Group also operates under a range of
brands.
|
Product and
service quality
|
The Board recognises that the
quality and safety of both its products and services are of
critical importance and that any major failure could affect
consumer confidence and the Group's competitiveness..
|
The Group continues to invest in
its existing estate, to ensure that it remains contemporary, and in
constant product innovation to meet customer needs.
The Group also has a programme in
place to regularly train its technicians
|
Technological
Nature of risk
|
Description and impact
|
Mitigation
|
Failure to keep up with advances in
technology
|
The Group operates in fields where
upgrades to new technologies are critical. Failure to exceed or
keep in step could result in a lack of ability to
compete.
|
The Group mitigates this risk by
continually focusing on R&D.
|
Cyber risk: Third party attack on
secure ID data transfer feeds
|
The Group operates an increasing
number of photobooths capturing ID data and transferring these data
directly to government databases. The rising threat of cybercrime
could lead to business disruption as well as to data
breaches.
|
The Group undertakes an ongoing
assessment of the risks and ensures that the infrastructure meets
the security requirements.
|
Environmental
Nature of risk
|
Description and impact
|
Mitigation
|
Increased potential legislation and
the rising cost of waste disposal. Energy consumption, water
scarcity, and rising car fuel prices (for employees, suppliers,
transportation and final consumers) and raising awareness of the
climate crisis amongst consumers.
|
The rising costs associated with
compliance with such increased demands could impact on overall
profitability..
|
Reducing the amount of waste
produced; and the recovery, refurbishment and resale of electrical
equipment such as children's rides which promote the principle
embodied in recent legislation of reuse before
recycling.
|
Serge Crasnianski
Chief Executive Officer &
Deputy Chairman
15 July 2024
GROUP STATEMENT OF
COMPREHENSIVE INCOME
For the six months
ended 30 April 2024
|
|
Unaudited
|
|
Unaudited
|
|
Audited
|
|
|
six months
to
|
|
six
months to
|
|
12 months
to
|
|
|
30 April
|
|
30
April
|
|
31
October
|
|
|
2024
|
|
2023
|
|
2023
|
|
Notes
|
£
'000
|
|
£
'000
|
|
£
'000
|
Revenue
|
3
|
150,355
|
|
143,822
|
|
297,662
|
Cost of Sales
|
|
(103,965)
|
|
(100,301)
|
|
(195,017)
|
Gross Profit
|
|
46,390
|
|
43,521
|
|
102,645
|
Other Operating Income
|
|
73
|
|
123
|
|
194
|
Administrative Expenses
|
|
(16,188)
|
|
(16,180)
|
|
(35,351)
|
Share of Post-Tax Profits from Associates
|
|
-
|
|
-
|
|
14
|
Operating Profit
|
3
|
30,275
|
|
27,464
|
|
67,502
|
Non-operating income
|
4
|
133
|
|
191
|
|
701
|
Finance Income
|
|
763
|
|
580
|
|
1,401
|
Finance Cost
|
|
(1,207)
|
|
(1,050)
|
|
(2,537)
|
Profit before Tax
|
|
29,964
|
|
27,185
|
|
67,067
|
Total Tax Charge
|
5
|
(7,339)
|
|
(6,797)
|
|
(16,401)
|
Profit for the period
|
|
22,625
|
|
20,388
|
|
50,666
|
|
|
|
|
|
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
Items that are or may subsequently be classified to Profit and Loss:
|
|
|
|
|
|
|
Exchange Differences Arising on Translation of Foreign Operations
|
|
(3,192)
|
|
1,195
|
|
454
|
Total Items that are or may subsequently be classified to profit and loss
|
|
(3,192)
|
|
1,195
|
|
454
|
Items that will not be classified to profit and loss:
|
|
|
|
|
|
|
Remeasurement losses in defined benefit obligations and other post-employment benefit obligations
|
|
-
|
|
-
|
|
(220)
|
Deferred tax on remeasurement gains
|
|
-
|
|
-
|
|
48
|
Total Items that will not be classified to profit and loss
|
|
-
|
|
-
|
|
(172)
|
Other comprehensive (expense) / income for the year net of tax
|
|
(3,192)
|
|
1,195
|
|
282
|
Total Comprehensive income for the period
|
|
19,433
|
|
21,583
|
|
50,948
|
|
|
|
|
|
|
|
Profit for the Period Attributable to:
|
|
|
|
|
|
|
Owners of the Parent
|
|
22,625
|
|
20,388
|
|
50,666
|
Non-controlling interests
|
|
-
|
|
-
|
|
-
|
|
|
22,625
|
|
20,388
|
|
50,666
|
|
|
|
|
|
|
|
Total comprehensive income attributable to:
|
|
|
|
|
|
|
Owners of the Parent
|
|
19,433
|
|
21,583
|
|
50,948
|
Non-controlling interests
|
|
-
|
|
-
|
|
-
|
|
|
19,433
|
|
21,583
|
|
50,948
|
|
|
|
|
|
|
|
Earnings per Share
|
|
|
|
|
|
|
Basic Earnings per Share
|
7
|
6.01p
|
|
5.39p
|
|
13.40p
|
Diluted Earnings per Share
|
7
|
5.97p
|
|
5.34p
|
|
13.31p
|
All results derive from continuing
operations.
The accompanying notes form an
integral part of these condensed consolidated financial
statements.
GROUP STATEMENT OF
FINANCIAL POSITION
As at 30 April
2024
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
30 April
|
30
April
|
31
October
|
|
|
2024
|
2023
|
2023
|
|
|
|
(restated)
|
(restated)
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Goodwill
|
9
|
15,223
|
16,420
|
18,888
|
Other intangible assets
|
9
|
12,025
|
20,219
|
17,822
|
Property, plant & equipment
|
9
|
122,300
|
104,780
|
118,124
|
Investment property
|
9
|
-
|
596
|
-
|
Investment in associates
|
|
34
|
21
|
35
|
Financial instruments held at FVTPL
|
10
|
2,146
|
5,437
|
5,886
|
Other receivables
|
|
3,104
|
3,013
|
3,005
|
Non-Current Assets
|
|
154,832
|
150,486
|
163,760
|
|
|
|
|
|
Inventories
|
11
|
37,430
|
33,595
|
32,501
|
Trade and other receivables
|
|
11,830
|
16,117
|
12,010
|
Current tax
|
|
10,988
|
3,227
|
7,962
|
Financial instruments held at FVTPL
|
10
|
3,728
|
-
|
-
|
Cash and cash equivalents
|
12
|
82,656
|
113,057
|
111,091
|
Current assets
|
|
146,632
|
165,996
|
163,564
|
Assets of the disposal group and non-current assets classified as held for sale
|
13
|
12,511
|
-
|
5,198
|
Total assets
|
|
313,975
|
316,482
|
332,522
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
1,893
|
1,890
|
1,891
|
Share premium
|
|
11,311
|
10,627
|
11,083
|
Treasury shares
|
|
(3,394)
|
-
|
(1,969)
|
Translation and other reserves
|
|
9,069
|
12,785
|
11,958
|
Retained earnings
|
|
147,447
|
119,533
|
136,025
|
Total Shareholders' funds
|
|
166,326
|
144,835
|
158,988
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Financial liabilities
|
12
|
44,919
|
67,726
|
58,447
|
Post-employment benefit obligations
|
|
3,848
|
3,884
|
4,063
|
Deferred tax liabilities
|
|
5,507
|
7,491
|
8,566
|
Non-current liabilities
|
|
54,274
|
79,101
|
71,076
|
|
|
|
|
|
Financial liabilities
|
12
|
26,648
|
34,140
|
32,063
|
Provisions
|
|
1,196
|
1,607
|
1,884
|
Current tax
|
|
9,478
|
4,727
|
10,590
|
Trade and other payables
|
|
52,893
|
52,072
|
57,921
|
Current liabilities
|
|
90,215
|
92,546
|
102,458
|
Liabilities of the disposal group classified as held for sale
|
13
|
3,160
|
-
|
-
|
Total equity and liabilities
|
|
313,975
|
316,482
|
332,522
|
The balance of capitalised
development costs at 30 April 2023 has been restated by £4,650,000
to correct an error in the prior period interim financial
statements. The adjustment represents the value of work in progress
which had previously been reported in prepayments under trade and
other receivables. A corresponding adjustment has been made to
reduce the balance of prepayments by the same value.
The balance of assets of the
disposal group and non-current assets classified as held for sale
at 31 October 2023 has been restated by £4,613,000 to correct an
error in the prior period interim financial statements. The
adjustment represents the value of capital additions to the asset
held for sale which had previously been reported in prepayments
under trade and other receivables. A corresponding adjustment has
been made to reduce the balance of prepayments by the same
value.
The accompanying notes form an
integral part of these condensed consolidated financial
statements.
GROUP CONDENSED
STATEMENT OF CASH FLOWS
for the six months
ended 30 April 2024
|
|
Unaudited
Six months to
30 April
2024
|
Unaudited
Six months to
30 April
2023
|
Audited
12 months to
31 October
2023
|
|
Notes
|
£'000
|
£'000
|
£'000
|
Cash flow from operating activities
|
|
|
|
|
Profit before tax
|
|
29,964
|
27,185
|
67,067
|
Finance costs
|
|
545
|
495
|
1,286
|
Interest of lease liabilities
|
|
662
|
555
|
1,251
|
Finance income
|
|
(763)
|
(580)
|
(1,401)
|
Non-operating income
|
|
(133)
|
(191)
|
(701)
|
Operating profit
|
|
30,275
|
27,464
|
67,502
|
Amortisation and impairment of intangible assets
|
|
3,121
|
2,309
|
6,586
|
Depreciation and impairments of property, plant and equipment
|
|
17,757
|
16,358
|
32,552
|
Loss on sale of property, plant and equipment and intangible assets
|
|
47
|
254
|
555
|
Exchange differences
|
|
1,347
|
(498)
|
(129)
|
Movements in provisions and post-employment benefit obligations
|
|
(903)
|
77
|
362
|
Other non cash items
|
|
(34)
|
(131)
|
(33)
|
Changes in working capital:
|
|
|
|
|
Inventories
|
|
(4,929)
|
(8,104)
|
(7,010)
|
Trade and other receivables
|
|
80
|
(772)
|
(1,387)
|
Trade and other payables
|
|
(5,027)
|
(176)
|
5,673
|
Cash generated from operations
|
|
41,734
|
36,781
|
104,671
|
Interest paid
|
|
(1,207)
|
(1,051)
|
(1,136)
|
Taxation paid
|
|
(11,892)
|
(12,802)
|
(20,203)
|
Net cash generated from operating activities
|
|
28,635
|
22,928
|
83,332
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of subsidiaries
|
|
-
|
-
|
(4,790)
|
Deferred consideration for acquisition of subsidiaries
|
|
(100)
|
-
|
-
|
Proceeds from disposal of subsidiaries
|
|
-
|
209
|
209
|
Cash held by disposal group classified as held for sale
|
|
(262)
|
-
|
-
|
Purchase of intangible assets
|
|
(967)
|
(1,372)
|
(3,798)
|
Proceeds from sale of intangible assets
|
|
-
|
41
|
-
|
Purchase of property, plant and equipment (including additions to non-current assets held for sale)
|
|
(25,607)
|
(19,767)
|
(45,842)
|
Proceeds from sale of property, plant and equipment
|
|
967
|
1,079
|
1,539
|
Interest received
|
|
763
|
580
|
-
|
Net cash utilised in investing activities
|
|
(25,206)
|
(19,230)
|
(52,682)
|
Cash flows from financing activities
|
|
|
|
|
Issue of ordinary shares to equity shareholders
|
|
230
|
1
|
458
|
Purchase of treasury
shares
|
|
(1,425)
|
-
|
(1,969)
|
Repayment of principal of leases
|
|
(2,741)
|
(2,707)
|
(5,857)
|
Repayment of borrowings
|
|
(14,850)
|
(16,288)
|
(30,960)
|
New borrowings drawn
|
|
638
|
863
|
4,817
|
Dividends paid to owners of the Parent
|
|
(11,203)
|
(9,829)
|
(23,443)
|
Net cash utilised in financing activities
|
|
(29,351)
|
(27,960)
|
(56,954)
|
Net decrease in cash and cash equivalents
|
|
(25,922)
|
(24,262)
|
(26,304)
|
Cash and cash equivalents at beginning of year
|
|
111,091
|
135,200
|
136,185
|
Exchange (loss) / gain on cash and cash equivalents
|
|
(2,513)
|
2,119
|
1,210
|
Cash and cash equivalents at end of year
|
12
|
82,656
|
113,057
|
111,091
|
The accompanying notes form an integral part of
these condensed consolidated financial statements.
GROUP CONDENSED
STATEMENT OF CHANGES IN EQUITY
for the six months
ended 30 April 2024
|
Share
capital
£'000
|
Share
premium
£'000
|
Treasury shares
£'000
|
Other
reserves
£'000
|
Translation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
At 1 November 2022
|
1,889
|
10,627
|
-
|
2,665
|
8,494
|
108,974
|
132,649
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
20,388
|
20,388
|
Other comprehensive income:
|
|
|
|
|
|
|
|
Exchange differences
|
-
|
-
|
-
|
-
|
1,195
|
-
|
1,195
|
Total other comprehensive income
|
-
|
-
|
-
|
-
|
1,195
|
-
|
1,195
|
Total comprehensive income
|
-
|
-
|
-
|
-
|
1,195
|
20,388
|
21,583
|
Transactions with owners of the Parent:
|
|
|
|
|
|
|
|
Shares issued in the period
|
1
|
-
|
-
|
-
|
-
|
-
|
1
|
Share options (note 8)
|
-
|
-
|
-
|
431
|
-
|
-
|
431
|
Dividends (note 6)
|
-
|
-
|
-
|
-
|
-
|
(9,829)
|
(9,829)
|
Total transactions with owners of the Parent
|
1
|
-
|
-
|
431
|
-
|
(9,829)
|
(9,397)
|
At 30 April 2023
|
1,890
|
10,627
|
-
|
3,096
|
9,689
|
119,533
|
144,835
|
|
|
|
|
|
|
|
|
|
Share
capital
£'000
|
Share
premium
£'000
|
Treasury shares
£'000
|
Other
reserves
£'000
|
Translation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
At 1 November 2023
|
1,891
|
11,083
|
(1,969)
|
3,010
|
8,948
|
136,025
|
158,988
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
22,625
|
22,625
|
Other comprehensive expense:
|
|
|
|
|
|
|
|
Exchange differences
|
-
|
-
|
-
|
-
|
(3,192)
|
-
|
(3,192)
|
Total other comprehensive expense
|
-
|
-
|
-
|
-
|
(3,192)
|
-
|
(3,192)
|
Total comprehensive expense
|
-
|
-
|
-
|
-
|
(3,192)
|
22,625
|
19,433
|
Transactions with owners of the Parent:
|
|
|
|
|
|
|
|
Shares issued in the period
|
2
|
228
|
-
|
-
|
-
|
-
|
230
|
Purchase of treasury shares
|
-
|
-
|
(1,425)
|
-
|
-
|
-
|
(1,425)
|
Share options (note 8)
|
-
|
|
-
|
303
|
-
|
-
|
303
|
Dividends (note 6)
|
-
|
-
|
-
|
-
|
-
|
(11,203)
|
(11,203)
|
Total transactions with owners of the Parent
|
2
|
228
|
(1,425)
|
303
|
-
|
(11,203)
|
(12,095)
|
At 30 April 2024
|
1,893
|
11,311
|
(3,394)
|
3,313
|
5,756
|
147,447
|
166,326
|
The accompanying notes form an integral part of
these condensed consolidated financial statements.
NOTES
1. General
information and authorization of the Interim Report
Me Group International plc (the
"Company") is a public limited company incorporated and registered
in England and Wales and whose shares are quoted on the London
Stock Exchange, under the symbol MEGP. The registered number of the
Company is 735438 and its registered office is at Unit 3B, Blenheim
Rd, Epsom, KT19 9AP.
The principal activities of the
Group continue to be the operation, sale, and servicing of a wide
range of instant-service equipment. The Group operates
coin-operated automatic photobooths for identification and fun
purposes, and a diverse range of vending equipment, including
digital photo kiosks, laundry machines, and business service
equipment, and amusement machines.
The condensed consolidated interim financial
statements of Me Group International plc (the "Company") for the
six months ended 30 April 2024 ("the
Interim Report") were approved and authorised for issue by the
Board of Directors on 12 July 2024. These condensed consolidated
interim financial statements comprise the Company and its
subsidiaries (together the "Group") and are presented in pounds
sterling, rounded to the nearest thousand.
2. Basis of
preparation and accounting policies
The financial statements have been prepared in
accordance with IAS 34. The accounting policies applied are
consistent with those that were applied in the Company's
consolidated financial statements for the 12 months ended 31
October 2023 and that are expected to be applied in its
consolidated financial statements for the year ended 31 October
2024.
New
accounting standards
Adopted by
the Group
The Group has adopted the following new standards
and amendments for the first time in these financial statements
with no material impact.
·
Disclosure of Accounting Policies (Amendments to IAS 1 and
IFRS Practice Statement 2)
·
Definition of Accounting Estimate (Amendments to IAS
8)
·
IAS 12 Income Taxes: Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
·
IAS 12 Income Taxes (Amendment): International Tax Reform -
Pillar Two Model Rules
Not yet
adopted by the Group
Certain new accounting standards and
interpretations have been published and adopted by the UK but
are not mandatory for the current period and have not been
early adopted by the Group. These new standards and
interpretations, which are not expected to have a material effect
on the Group, are set out below.
Description
|
Date required to be
adopted by the Group
|
Non-current Liabilities with Covenants -
Amendments to IAS 1 and Classification of Liabilities as Current or
Non-current - Amendments to IAS 1
|
1 January
2024
|
Lease Liability in a Sale and Leaseback -
Amendments to IFRS 16
|
1 January
2024
|
Supplier Finance Arrangements - Amendments to
IAS 7 and IFRS 7
|
1 January
2024
|
The condensed consolidated interim financial
statements comprise the unaudited financial information for the six
months ended 30 April 2024. They do not
include all of the information and disclosures required for full
annual financial statements and should be read in conjunction with
the Group's financial statements for the period ended 31 October
2023. The condensed financial statements
do not constitute statutory accounts within the meaning of section
434 of the UK Companies Act 2006.
The consolidated financial statements of the Group as
at and for the period ended 31 October 2023 are available at www.me-group.com or upon request
from the Company's registered office at Unit 3B, Blenheim Rd,
Epsom, KT19 9AP, Surrey. Those accounts have been reported on by
the Company's auditors and delivered to the Registrar of Companies.
The report of the auditors (i) was unmodified, (ii) did not include
a reference to any matters to which the auditors drew attention by
way of emphasis without modifying their report, and (iii) did not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006.
The Interim Report is unaudited but has been reviewed
by the auditors and their report to the Company is included in the
Interim Report.
Accounting policies
and estimates
The accounting policies applied by the Group in this
Interim Report are the same as those applied in the Group's
financial statements for the 12 months period ended 31 October
2023.
Estimates and
significant judgements
The preparation of the condensed consolidated
financial information requires management to make estimates and
assumptions that affect the reported amounts of revenue, expenses,
assets and liabilities and the disclosure of contingent liabilities
at the date of the condensed consolidated financial information.
Such estimates and assumptions are based on historical experience
and various other factors that are believed to be reasonable in the
circumstances and constitute management's best judgement at the
date of the financial statements. In future, actual experience may
deviate from these estimates and assumptions, which could affect
the financial statements as the original estimates and assumptions
are modified, as appropriate, in the period in which the
circumstances change.
In preparing these condensed consolidated interim
financial statements, the significant judgements made by management
in applying the Group's accounting policies and the key sources of
estimation uncertainty were in the same areas as those that applied
in the consolidated financial statements as at and for the period
ended 31 October 2023.
Use of non-GAAP
profit measures
The Group measures performance using earnings before
interest, tax, depreciation and amortisation ("EBITDA"). EBITDA is
a common measure used by a number of companies but is not defined
in IFRS.
The Group measures cash on a net cash basis as
explained in note 12.
Going
Concern
The Annual Report for the period ended 31 October
2023 provided a full description of the
Group's business activities, its financial position, cash flows,
funding position and available facilities together with the factors
likely to affect its future development, performance and position.
It also detailed risks associated with the Group's business. This
interim report provides updated information on these subjects for
the six months to 30 April 2024.
The Group has at the date of this Interim Report,
sufficient financing available for its estimated requirements for
at least the next twelve months, together with the proven ability
to generate cash from its trading performance. This provides the
Directors with confidence that the Group is well placed to manage
its business risks successfully in the context of the current
financial conditions and the general outlook in the global
economy.
After reviewing the Group's annual budgets, plans and
financing arrangements, the Directors consider that the Group has
adequate resources to continue operating for the foreseeable
future. The board considers it appropriate to adopt the going
concern basis of accounting in preparing the interim financial
statements and has not identified any material uncertainties to the
company's ability to continue to do so over a period of at least
twelve months from their date of approval.
3. Segmental
analysis
IFRS 8 requires operating segments to be identified,
based on information presented to the Chief Operating Decision
Maker (CODM) in order to allocate resources to the segments and
monitor performance. The Group reports its segments on a
geographical basis: Asia Pacific, Continental Europe and United
Kingdom & Ireland. The Group's Continental European operations
are predominately based in Western Europe and, with the exception
of the Swiss operations, use the Euro as their domestic currency.
The Board, being the CODM, believe that the economic
characteristics of the European operations, together with the fact
that they are similar in terms of operations, use common systems
and the nature of the regulatory environment allow them to be
aggregated into one reporting segment.
Seasonality of
operations
Historically, the second half of the financial year is
seasonally the strongest for the Group in terms of profits.
Segmental results are reported before intra-group
transfer pricing charges.
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
Six
months to 30 April 2024
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue from external
customers
|
26,408
|
98,269
|
25,678
|
-
|
150,355
|
EBITDA
|
5,983
|
35,615
|
10,514
|
(932)
|
51,180
|
Depreciation, amortisation and
impairment
|
(2,724)
|
(14,615)
|
(3,345)
|
(221)
|
(20,905)
|
Operating profit / (loss)
|
3,259
|
21,000
|
7,169
|
(1,153)
|
30,275
|
Operating profit
|
|
|
|
|
30,275
|
Non-operating income
|
|
|
|
|
133
|
Finance income
|
|
|
|
|
763
|
Finance costs
|
|
|
|
|
(1,207)
|
Profit before tax
|
|
|
|
|
29,964
|
Tax
|
|
|
|
|
(7,339)
|
Profit for the period
|
|
|
|
|
22,625
|
Capital expenditure (excluding Right
of Use assets)
|
1,289
|
19,484
|
5,420
|
381
|
26,574
|
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
Six
months to 30 April 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue from external
customers
|
24,235
|
93,422
|
26,165
|
-
|
143,822
|
EBITDA
|
5,794
|
33,322
|
9,126
|
(2,112)
|
46,130
|
Depreciation, amortisation and
impairment
|
(2,539)
|
(12,363)
|
(3,597)
|
(167)
|
(18,666)
|
Operating profit / (loss)
|
3,255
|
20,959
|
5,529
|
(2,279)
|
27,464
|
Operating profit
|
|
|
|
|
27,464
|
Non-operating income
|
|
|
|
|
191
|
Finance income
|
|
|
|
|
580
|
Finance costs
|
|
|
|
|
(1,050)
|
Profit before tax
|
|
|
|
|
27,185
|
Tax
|
|
|
|
|
(6,797)
|
Profit for the period
|
|
|
|
|
20,388
|
Capital expenditure (excluding Right
of Use assets)
|
4,000
|
13,953
|
2,817
|
369
|
21,139
|
|
Asia
|
Continental
|
United
Kingdom
|
|
|
|
Pacific
|
Europe
|
&
Ireland
|
Corporate
|
Total
|
12
months to 31 October 2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Revenue from external
customers
|
44,332
|
205,157
|
48,173
|
-
|
297,662
|
EBITDA
|
9,475
|
90,109
|
18,545
|
(11,490)
|
106,639
|
Depreciation, amortisation and
impairment
|
(5,163)
|
(27,474)
|
(6,146)
|
(355)
|
(39,138)
|
Operating profit / (loss)
|
4,312
|
62,635
|
12,399
|
(11,844)
|
67,502
|
Operating profit
|
|
|
|
|
67,502
|
Non-operating income
|
|
|
|
|
701
|
Finance income
|
|
|
|
|
1,401
|
Finance costs
|
|
|
|
|
(2,537)
|
Profit before tax
|
|
|
|
|
67,067
|
Tax
|
|
|
|
|
(16,401)
|
Profit for the period
|
|
|
|
|
50,666
|
Capital expenditure (excluding Right
of Use assets)
|
8,846
|
37,494
|
7,380
|
733
|
54,453
|
Total revenue from external
customers is analysed below:
|
Six months
to
|
Six
months to
|
12 months
to
|
|
30 April
|
30
April
|
31 October
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Total revenue from external
customers:
|
|
|
|
Sales of equipment, spare parts
& consumables
|
10,982
|
9,524
|
18,724
|
Sales of services
|
1,605
|
1,546
|
3,615
|
|
12,587
|
11,070
|
22,339
|
Vending revenue
|
137,768
|
132,752
|
275,323
|
Total revenue
|
150,355
|
143,822
|
297,662
|
There were no key customers in the period ended 30
April 2024 (2023:
none).
4. Non-operating
income
Non-operating income comprises of
transactions relating to financial instruments held at FVTPL, other
financial instruments and the disposal of subsidiaries. They have
been disclosed separately in order to improve a reader's
understanding of the financial statements and are not disclosed
within operating profit as they are non-trading in
nature.
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
30 April
|
|
30
April
|
|
31 October
|
|
2024
|
|
2023
|
|
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Non-operating income
|
|
|
|
|
|
Gain on disposal of
subsidiary
|
-
|
|
57
|
|
57
|
Fair value gain on financial
instrument held at FVTPL - level 1
|
-
|
|
-
|
|
356
|
Fair value gain on financial
instrument held at FVTPL - level 3
|
89
|
|
111
|
|
230
|
Other non-operating
income
|
44
|
|
23
|
|
58
|
|
133
|
|
191
|
|
701
|
Six months to 30 April
2023
The Group generated a profit on
disposal of £57,000 from the disposal of its Korean subsidiary
Photo-Me Korea Company Limited, recognized in other gains in the
income statement.
5.
Taxation
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
30 April
|
|
30
April
|
|
31 October
|
|
2024
|
|
2023
|
|
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Profit before tax
|
29,964
|
|
27,185
|
|
67,067
|
Total taxation charge
|
(7,339)
|
|
(6,797)
|
|
(16,401)
|
Effective tax rate
|
24.5%
|
|
25.0%
|
|
24.5%
|
The tax charge in the Group Income
Statement is based on management's best estimate of the full year
effective tax rate based on expected 12 Months profits to 31
October 2024.
The UK main rate of corporation
tax increased from 19% to 25% on 1 April 2023.
The Group undertakes business in
multiple tax jurisdictions.
6. Dividends paid and
proposed
|
30 April
2024
|
|
31 October
2023
|
|
pence per
share
|
£'000
|
|
pence per
share
|
£'000
|
Dividends
Paid
|
|
|
|
|
|
Interim dividend
|
|
|
|
|
|
2023 approved by the Board on 11
July 2023
|
2.97
|
11,203
|
|
-
|
-
|
Interim dividend
|
|
|
|
|
|
2022 approved by the board on 18
July 2022
|
-
|
-
|
|
2.60
|
9,829
|
Special dividend
|
|
|
|
|
|
2022 approved by the Board on 18
July 2022
|
-
|
-
|
|
0.60
|
2,269
|
Final dividend
|
|
|
|
|
|
2022 approved at AGM held on 28
April 2023
|
-
|
-
|
|
3.00
|
11,345
|
|
2.97
|
11,203
|
|
6.20
|
23,443
|
Dividends
Proposed
|
|
|
|
|
|
Final dividend
|
|
|
|
|
|
2023 approved at AGM held on 28
April 2024
|
4.42
|
16,640
|
|
-
|
-
|
|
4.42
|
16,640
|
|
-
|
-
|
The Board proposed a final dividend of 4.42p per
ordinary share in respect of the year ended 31 October 2023, which
was approved by shareholders at the Annual General Meeting held on
26 April 2024 and paid on 23 May 2024.
7. Earnings per
share
Diluted earnings per share amounts are calculated by
dividing the net earnings attributable to shareholders of the
Parent by the weighted average number of shares outstanding during
the period plus the weighted average number of shares that would be
issued on conversion of all the dilutive potential shares into
shares. The Group has only one category of dilutive potential
shares being share options granted to senior staff, including
directors, as detailed in note 8.
The earnings and weighted average number of shares
used in the calculation of earnings per share are set out in the
table below:
|
Six months
to
|
|
Six
months to
|
|
12 months
to
|
|
30 April
|
|
30
April
|
|
31 October
|
|
2024
|
|
2023
|
|
2023
|
Basic earnings per share
|
6.01
|
|
5.39
|
|
13.40
|
Diluted earnings per
share
|
5.97
|
|
5.34
|
|
13.31
|
Earnings available to shareholders
(£'000)
|
22,625
|
|
20,388
|
|
50,666
|
Weighted average number of shares
in issue in the period
|
|
|
|
|
|
- Basic ('000)
|
376,583
|
|
378,152
|
|
378,110
|
- Including dilutive share
options ('000)
|
379,066
|
|
381,795
|
|
380,600
|
8. Share based
payments
The Group grants share options to senior staff,
including directors, allowing them to purchase Ordinary shares of
0.5p each. As at 30 April 2024, the total
number of options granted and within their vesting period or
available to exercise was 6,198,973.
All options can be exercised, in normal circumstances,
within a period of four years from the vesting date, providing that
the performance criterion or performance condition has been
achieved. The subscription price for all options is based upon the
average market price on the three days prior to the date of grant.
Options are restricted, or may lapse, if the grantee leaves the
employment of the Group before the first exercise date.
All options are equity settled options.
Options granted after 2005 are covered by the new ME
Group Executive Share Option Scheme. The vesting of options is
subject to an EPS-based performance condition relating to the
extent to which the Company's basic EPS for the third financial
year, following the date of grant, reaches a sliding scale of
challenging EPS targets. Options are normally granted over shares
worth up to 150% of a participant's salary each year. In
exceptional cases as part of the terms of attracting senior
management, options in excess of that number may be granted.
In accordance with IFRS 2 Share-based Payments, share
options granted to senior management including directors after
November 2002 have been fair-valued and the Company has used the
Black-Scholes option pricing model. This model takes into account
the terms and conditions under which the options were granted.
The charge for share-based payments in the six months
to 30 April 2024 was £303,000 (Six months
to 30 April 2023: £431,000).
9. Non-current
assets: Goodwill, other intangibles, property, plant and equipment
and investment property
|
Goodwill
|
Other
|
Property,
plant
|
Investment
|
|
|
intangible
|
&
equipment
|
property
|
|
|
assets
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Net book value at 1 November 2022
|
16,320
|
20,218
|
101,090
|
592
|
Exchange adjustment
|
1
|
(176)
|
628
|
9
|
Additions - photobooths &
vending machines
|
-
|
-
|
39,122
|
-
|
Additions - other assets
|
-
|
3,798
|
6,720
|
-
|
Additions - right of use
assets
|
-
|
-
|
3,516
|
-
|
Additions - new
subsidiaries
|
3,268
|
49
|
1,496
|
-
|
Transfers
|
-
|
(121)
|
121
|
-
|
Transfers to non-current assets
held for sale
|
-
|
-
|
-
|
(585)
|
Amortisation /
Depreciation
|
-
|
(4,440)
|
(33,889)
|
(16)
|
(Impairment) / Reversal of
impairment
|
(701)
|
(1,445)
|
1,353
|
-
|
Disposals at net book
value
|
-
|
(61)
|
(2,033)
|
-
|
Net book value at 31 October 2023
|
18,888
|
17,822
|
118,124
|
-
|
Exchange adjustment
|
(414)
|
(491)
|
(2,594)
|
-
|
Additions - acquisition deferred
consideration
|
100
|
-
|
-
|
-
|
Additions - capitalised development
costs
|
-
|
460
|
-
|
-
|
Additions -software and other
intangible assets
|
-
|
507
|
-
|
-
|
Additions - photobooths &
vending machines
|
-
|
-
|
22,564
|
-
|
Additions - plant, machinery and
vehicles
|
-
|
-
|
3,043
|
-
|
Transferred to non-current assets
held for sale (Sempa SAS)
|
(3,351)
|
(3,097)
|
(120)
|
|
Amortisation /
Depreciation
|
-
|
(3,121)
|
(17,757)
|
-
|
Disposals at net book
value
|
-
|
(55)
|
(960)
|
-
|
Net book value at 30 April 2024
|
15,223
|
12,025
|
122,300
|
-
|
10. Fair values of
financial instruments by class
There is no difference between the fair values and the
carrying values of financial assets and financial liabilities held
in the Group's statement of financial position.
Financial instruments
held at fair value - Level 1
The Group holds an investment in Max Sight Group
Holdings Ltd, which as a listed company. This investment is valued
at level 1. The Group owns 109,972,500 Max Sight Group Holdings
Ltd's shares valued at 0.099 HKD per share as at 30 April
2024, giving a value at that date of
£1,145,118.
This financial instrument is valued at the reporting
date by reference to quoted market prices.
Financial instruments
held at fair value - Level 2
There are no material Level 2 investments held by the
Group or Company.
Financial instruments
held at fair value - Level 3
The Group holds 400,000 convertible bonds in Energy
Observer Developments SAS, a privately held company. This
investment is valued at level 3 as its value is linked to the
equity value of Energy Observer Developments SAS, which is not
observable market data. At 30 April 2024,
the convertible bonds are valued at £3,728,140.
This financial instrument is valued at the reporting
date using discounted cashflow analysis of the bond cashflows. The
key unobservable input to the valuation calculation is the discount
rate of 5%. A 1% increase in the discount rate
used to value the convertible bond would result in a decrease in
valuation of £16,000
The Group also holds 125 B shares in Energy Observer
Developments SAS, following the conversion of 100,000 convertible
bonds to equity on 14 November 2023. This investment is valued at
level 3 as its value is linked to the equity value of Energy
Observer Developments SAS, which is not observable market data. At
30 April 2024, the shares are valued at
£1,000,992.
This financial instrument is valued at the reporting
date by reference to the latest equity valuation of the issuing
company. The equity valuation used was based on a fund raising by
the issuing company. This, in effect, gave an external, arms-length
valuation as new investors were purchasing equity based on their
valuation of the company. This fund raising information is the key
unobservable input to the valuation calculation. A
20% decrease in the equity value of Energy Observer Developments
SAS would result in a decrease in valuation of £205,000.
Movement in level 3 financial
instruments fair value
|
Convertible
|
Unlisted
|
|
|
Bond
|
Equities
|
Total
|
|
£'000
|
£'000
|
£'000
|
Fair Value at 1 November
2022
|
4,450
|
-
|
4,450
|
Fair value gain recognised in
non-operating income
|
226
|
-
|
226
|
Foreign exchange movement recognised
in other comphrensive income
|
65
|
-
|
65
|
Fair Value at 31 October
2023
|
4,741
|
-
|
4,741
|
Conversion of bonds to
shares
|
(1,022)
|
1,022
|
-
|
Fair value gain recognised in
non-operating income
|
89
|
-
|
89
|
Foreign exchange movement recognised
in other comphrensive income
|
(80)
|
(21)
|
(101)
|
Fair Value at 30 April
2024
|
3,728
|
1,001
|
4,729
|
Financial instruments
by category
The tables below show financial instruments by
category held by the Group.
At
30 April 2024
|
Loans
and
|
Fair Value
|
Total
|
|
receivables
|
Through
|
|
|
|
Profit &
Loss
|
|
|
£'000
|
£'000
|
£'000
|
Assets per statement of financial
position
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,874
|
5,874
|
Financial assets - held at
amortised cost:
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
10,994
|
-
|
10,994
|
Cash and cash
equivalents
|
82,656
|
-
|
82,656
|
|
93,650
|
5,874
|
99,524
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
liabilities
at
|
|
|
|
amortised
cost
|
|
|
|
£'000
|
£'000
|
Liabilities per statement of financial
position
|
|
|
|
Borrowings
|
|
60,970
|
60,970
|
Leases
|
|
10,597
|
10,597
|
Trade and other payables
|
|
52,893
|
52,893
|
|
|
124,460
|
124,460
|
At
30 April 2023
|
Loans
and
|
Fair Value
|
Total
|
|
receivables
|
Through
|
|
|
|
Profit &
Loss
|
|
|
£'000
|
£'000
|
£'000
|
Assets per statement of financial
position
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,437
|
5,437
|
Financial assets - held at
amortised cost:
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
11,924
|
-
|
11,924
|
Cash and cash
equivalents
|
113,057
|
-
|
113,057
|
|
124,981
|
5,437
|
130,418
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
liabilities
at
|
|
|
|
amortised
cost
|
|
|
|
£'000
|
£'000
|
Liabilities per statement of financial
position
|
|
|
|
Borrowings
|
|
88,649
|
88,649
|
Leases
|
|
13,217
|
13,217
|
Trade and other
payables
|
|
52,072
|
52,072
|
|
|
153,938
|
153,938
|
At
31 October 2023
|
Loans
and
|
Fair Value
|
Total
|
|
receivables
|
Through
|
|
|
|
Profit &
Loss
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Financial instruments held at
FVTPL
|
-
|
5,886
|
5,886
|
Financial assets - held at
amortised cost:
|
|
|
|
Trade and other receivables
(excluding prepayments)
|
11,286
|
-
|
11,286
|
Cash and cash
equivalents
|
111,091
|
-
|
111,091
|
|
122,377
|
5,886
|
128,263
|
|
|
|
|
|
|
Other
financial
|
Total
|
|
|
liabilities
at
|
|
|
|
amortised
cost
|
|
|
|
£'000
|
£'000
|
Liabilities per statement of financial
position
|
|
|
|
Borrowings
|
|
77,174
|
77,174
|
Leases
|
|
13,336
|
13,336
|
Trade and other
payables
|
|
57,921
|
57,921
|
|
|
148,431
|
148,431
|
11.
Inventories
|
Unaudited
|
Unaudited
|
Audited
|
|
30 April
|
30
April
|
31
October
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Raw materials and
consumables
|
26,229
|
24,884
|
25,484
|
Finished goods
|
11,201
|
8,711
|
7,017
|
|
37,430
|
33,595
|
32,501
|
12. Net
cash
|
Unaudited
|
Unaudited
|
Audited
|
|
30 April
|
30
April
|
31
October
|
|
2024
|
2023
|
2023
|
|
£'000
|
£'000
|
£'000
|
Cash and cash equivalents per
statement of financial position
|
82,656
|
113,057
|
111,091
|
Non-current borrowings
|
(38,341)
|
(59,836)
|
(50,137)
|
Current borrowings
|
(22,629)
|
(28,813)
|
(27,037)
|
Net cash
|
21,686
|
24,408
|
33,917
|
Cash and cash equivalents per the cash flow comprise
cash at bank and in hand and short-term deposit accounts with an
original maturity of less than three months, less bank
overdrafts.
Net cash is a non-GAAP measure since it is not
defined in accordance with IFRS but is a key indicator used by
management in assessing operational performance and financial
position strength. The inclusion of items in net cash as defined by
the Group may not be comparable with other companies' measurement
of net cash/debt. The Group includes in net cash: cash and cash
equivalents and certain financial assets (mainly deposits), less
instalments on loans and other borrowings.
The table above, which is not currently required by
IFRS, reconcile the Group's net cash to the Group's statement of
cash flows. Management believes the presentation of the tables will
be of assistance to shareholders.
13. Assets and
liabilities of the disposal group and non-current assets classified
as held for sale
Assets of the
disposal group and non-current assets classified as held for
sale
|
Property
|
Assets
of disposal group
|
Total
|
|
£'000
|
£'000
|
£'000
|
Net Book Value
|
|
|
|
At 1 November 2022
|
-
|
-
|
-
|
Transferred from investment
property
|
585
|
-
|
585
|
At 31 October 2023
|
585
|
-
|
585
|
Correction of error -
reclassification
|
4,613
|
|
4,613
|
At 1 November 2023
(restated)
|
5,198
|
-
|
5,198
|
Exchange differences
|
(110)
|
-
|
(110)
|
Transfer of disposal group
assets
|
-
|
7,423
|
7,423
|
At
30 April 2024
|
5,088
|
7,423
|
12,511
|
The balance of property held for sale at 31 October
2023 has been restated by £4,613,000 to correct an error in the
prior period interim financial statements. The adjustment
represents the value of capital additions to the asset held for
sale which had previously been reported in prepayments under trade
and other receivables. A corresponding adjustment has been made to
reduce the balance of prepayments by the same value.
Liabilities of the
disposal group classified as held for sale
|
|
|
Liabilities of disposal group
|
|
|
|
£'000
|
Net
Book Value
|
|
|
|
At 1 November 2022 and
2023
|
|
|
-
|
Transfer of disposal group
liabilities
|
|
|
3,160
|
At
30 April 2024
|
|
|
3,160
|
Property held for
sale
The non-current asset classified as held for sale is
an office building located in Grenoble, France. Management are
fully committed to the sale of the property, have been actively
marketing it for sale and expect to complete the disposal within 12
months of the reporting date.
Prior to its reclassification to held for sale, it was
the Group's intention to occupy the office. In preparation for this
the Group invested £4,515,000 in capital works. However, following
a detailed review, management concluded that occupying the office
was not the best strategic option and decided to sell the
property.
Upon reclassification to assets held for sale, the
£4,515,000 of capital works was not included in the initial value
transferred because it was not clear whether the value could be
recovered through a sale. The Group has since found a buyer and
entered a binding sale agreement to sell the property for
€8,000,000. This ensures that the additional capital spend will be
recovered through the sale proceeds. Therefore, the £4,515,000 has
been transferred from prepayments to the asset held for sale
balance.
It is expected that the sale will complete by the
Group's financial year end, 31 October 2024.
The property classified as held for sale is included
in the Continental Europe operating segment.
Subsidiary held for
sale
Following a review of the Group's operations,
management committed to disposing of its subsidiary Sempa SAS,
which specialises in the sale of fresh juice equipment. After the
reporting date, on 20th May 2024 the Group completed its
disposal of Sempa SAS for €4,600,000 (please refer to note 15 for
further details).
As management was committed to the sale, had
identified a buyer and expected the sale to complete within 12
months of the reporting date, Sempa SAS is classified as held for
sale at the reporting date. This is a disposal of a group of assets
and their associated liabilities, as opposed to the sale of a
single asset, so Sempa SAS is designated as a disposal group held
for sale.
Sempa SAS's assets have been reclassified as disposal
group assets held for sale and its liabilities have been
reclassified as disposal group liabilities held for sale. These
amounts are disclosed separately in the Group's statement of
financial position. The details of the assets and liabilities of
the disposal group classified as held for sale are shown in the
table below.
Details of the
disposal group assets and liabilities - Sempa SAS
|
£'000
|
Goodwill
|
3,351
|
Other intangible assets
|
3,097
|
Property, plant &
equipment
|
120
|
Inventories
|
462
|
Trade and other
receivables
|
131
|
Cash and cash equivalents
|
262
|
Total assets of the disposal group
|
7,423
|
Deferred tax liabilities
|
(2,644)
|
Provisions
|
(385)
|
Trade and other payables
|
(131)
|
Total liabilities of the disposal group
|
(3,160)
|
Net
assets of the disposal group
|
4,263
|
The disposal group classified as held for sale is
included in the Continental Europe operating segment.
14. IFRS 3 Business
Combinations
Fujifilm Imaging
Systems Co. Ltd.
On 30 September 2023 the Group completed the
acquisition of 100% of the photobooths business of Fujifilm Imaging
Systems Co. Ltd (Fujifilm) for an initial consideration of JPY
905,961,000 (£4,971,000), obtaining control of the business on that
date.
Fujifilm is a Japanese photobooth owner and operator
and the acquisition of its photobooths division added an initial
3,548 photobooth units to the Group's existing operations in Asia
Pacific. This acquisition was in line with the Group's strategy to
expand the number of units in operation.
Deferred consideration
A portion of the total consideration was deferred and
contingent on the total number of photobooth units that were
acquired. Post-closing there followed a six-month period during
which further units could be transferred to the Group, in addition
to the 3,548 units transferred at the closing date, and subject to
a maximum number of 3,806. The total consideration increases in
proportion with the number of photobooths acquired, up to a maximum
value of JPY 996,000,000 (£5,466,000).
At 31 October 2023, management's best estimate of the
deferred consideration to be paid was JPY 40,039,000 (£220,000).
This amount was accrued and included in the total estimated
consideration value of JPY 946,000,000 (£5,191,000).
The six-month window for the transfer of further units
closed on 31 March 2024. The final number of units acquired was
3,611, resulting in a deferred consideration payment of JPY
59,794,000 (£320,000).
The additional deferred consideration, in excess of
management's estimate previously accrued (£100,000), has been added
to the goodwill balance in the Group's Statement of Financial
Position.
Acquired assets and
liabilities
The purchase price allocation, including determination
of the fair value of intangible assets recognised on consolidation,
has not been finalised, but is in progress. Purchase price
allocation will be completed by 30 September 2024. Goodwill has
been calculated using the provisional fair values of the assets and
liabilities acquired, with a value of £3,368,000 recognised in the
Group's Statement of Financial Position.
Pending receipt of the final valuations of the assets
acquired, in accordance with IFRS 3, the accounts will be adjusted
retrospectively within the measurement period of no more than one
year from the acquisition date.
The initial accounting is incomplete for the following
statement of financial position items: Goodwill, intangible assets
and deferred tax liabilities.
15. Events after
statement of financial position date
Disposal of Sempa SAS
On 20 May 2024 the Group disposed of its interest in
its French subsidiary, Sempa SAS, for cash consideration of
€4,600,000 (£3,936,000). The Group generated a loss on disposal of
£334,000 which will be recognised in other net gains/losses in the
income statement in the Group's full year results.
Pascal Faucher, formerly a director of ME Group
subsidiaries KIS SAS and Sempa SAS, has a 24% interest in the
equity of the acquiring company. Therefore, this transaction is a
smaller related-party transaction under LR 11.1.10R of the FCA
Handbook.
Cancellation of Treasury
Shares
On 12 July 2024 the Board of the Company passed a
resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p
each held in treasury. The cancellation took place on the same
date. These shares held in treasury were purchased via the
previously announced buyback at an average price of 133.17 pence
per ordinary share.
Following such cancellation, the total issued share
capital comprises 376,586,253 ordinary shares of 0.5p each and the
total number of voting rights is 376,586,253.
RESPONSIBILITY
STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF-YEARLY FINANCIAL
REPORT
The Directors of the Company each confirms that to the
best of his or her knowledge:
· The condensed set of
financial statements has been prepared in accordance with
UK-adopted IAS 34 'Interim Financial Reporting';
· The Interim Management
Report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and
Transparency Rules, being an indication of important events that
have occurred during the first six months of the financial year and
their impact on the condensed set of financial statements and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
(b) DTR 4.2.8R of the Disclosure Guidance and
Transparency Rules, being related party transactions that have
taken place in the first six months of the current financial year
and that have materially affected the financial position or
performance of the entity during that period and any changes in the
related party transactions described in the last annual report that
could do so.
The Directors of the Company and their respective
functions are set out on page 71 of the Company's Annual Report
2023.
By order of the Board
Sir John Lewis OBE (Non-executive Chairman)
Serge Crasnianski (Chief Executive Officer and Deputy
Chairman)
12 July 2024
INDEPENDENT REVIEW
REPORT
We have been engaged by Me Group International PLC
("the Company") to review the financial information for the six
months ended 30th April 2024 which comprises the Group Condensed
Statement of Comprehensive Income, the Group Condensed Statement of
Financial Position, the Group Condensed Statement of Cash Flows and
the Group Condensed Statement of Changes in Equity and the related
explanatory notes. We have read the other information contained in
the interim report and considered whether it contains any apparent
misstatements or material inconsistencies with the financial
information.
The purpose of our
review work and to whom we owe our responsibilities
This report is made solely to the Company in
accordance with International Standard on Review Engagements (UK
and Ireland) 2410 issued by the Auditing Practices Board and our
Engagement Letter dated 11th June 2024. Our work has been
undertaken so that we might state to the Company those matters we
are required to state to them in an independent review report and
for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company, for our review work, for this report, or for the
conclusions we have formed.
Responsibilities of
directors
The interim report, including the financial
information contained therein, is the responsibility of, and has
been approved by, the directors. The directors are responsible for
preparing the interim report in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', in
accordance with Disclosure Guidance and Transparency Rules of
the United Kingdom's Financial Conduct Authority which requires
that the interim report must be prepared and presented in a form
consistent with that which will be adopted in the company's annual
accounts having regard to the accounting standards applicable to
such annual accounts.
In preparing the half-yearly financial report, the
directors are responsible for assessing the company's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
company or to cease operations, or have no realistic alternative
but to do so.
Responsibilities of
auditors
In reviewing the half-yearly report, we are
responsible for expressing to the Company a conclusion on the
condensed set of financial statement in the half-yearly financial
report. Our conclusion, including our Conclusions Relating to Going
Concern, are based on procedures that are less extensive than audit
procedures.
Scope of
review
We conducted our review in accordance with
International Standard on Review Engagements (UK and Ireland) 2410,
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Auditing Practices
Board for use in the United Kingdom. A review of interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention
that causes us to believe that the condensed financial information
in the interim report does not give a true and fair view of the
financial position of the Company as at 30th April 2024 and of its
financial performance and its cash flows for the six months then
ended, in accordance with International Accounting Standard 34,
'Interim Financial Reporting and Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Signed:
Forvis Mazars LLP
Chartered Accountants
30 Old Bailey
London
EC4M 7AU
Date: