21 May 2024
Topps Tiles
Plc
Interim Financial
Report
Topps Tiles Plc ("Topps Group",
the "Company" or the "Group"), the UK's leading tile specialist,
announces its unaudited consolidated interim financial results for
the 26 weeks ended 30 March 2024, together with new financial goals
and an updated strategy for growth in the medium term.
Strategic and Operational Highlights
•
|
H1 trading challenging, sales down
5.8% year-on-year but continuing to take market share
|
•
|
Market c. 20% down on pre-covid
levels, Group sales +11% vs H1 FY2019
|
•
|
Further improvements in Topps
Tiles customer satisfaction, up 1.2 ppts to 92.5% (H1 2023:
91.3%)
|
•
|
Pro Tiler buy-out shortly to be
completed: c. 5x EBITDA multiple paid for fast growing business,
and founders retained
|
•
|
Parkside profitable following
implementation of business improvement programme in 2023
|
•
|
Updated growth strategy, revenue
goal and financial targets launched today - Mission 365
|
|
• New goal to
grow Group sales to £365 million in the medium term, with 8-10%
adjusted profit before tax margins
|
|
• Addressable
market expanded to include hard wall and floor surface coverings
and related products
|
|
• Development
of a significantly upgraded digital offer for Topps Tiles trade
customers
|
|
• New,
co-ordinated growth strategy for B2B markets, across Topps Tiles
Contracts, Parkside and Pro-Tiler
|
|
• Further
expansion of online pure-play businesses Pro-Tiler and Tile
Warehouse
|
Financial Highlights
|
26 weeks
ended
|
26 weeks
ended
|
YoY
|
|
30 March
2024
|
1 April
2023
|
|
|
(H1 2024)
|
(H1 2023)
|
|
Adjusted Measures
|
|
|
|
Topps Tiles like-for-like revenue
year on year1
|
(9.2)%
|
4.3%
|
n/a
|
Adjusted profit before
tax2
|
£3.1
million
|
£4.4
million
|
(29.5)%
|
Adjusted earnings per
share3
|
1.03p
|
1.57p
|
(34.4)%
|
Adjusted net cash at period
end4
|
£19.3
million
|
£19.9
million
|
£(0.6)
million
|
|
|
|
|
Statutory Measures
|
|
|
|
Group revenue
|
£122.8
million
|
£130.3
million
|
(5.8)%
|
Gross profit
|
£66.2
million
|
£68.7
million
|
(3.6)%
|
Gross margin %
|
53.9%
|
52.8%
|
+1.1
ppts
|
(Loss)/profit before
tax
|
£(1.5)
million
|
£1.7
million
|
£(3.2)
million
|
Basic earnings per
share
|
(1.12)p
|
0.25p
|
(1.37)p
|
Interim dividend per
share
|
1.2p
|
1.2p
|
Flat
|
Financial Summary
•
|
Group sales 5.8% lower
year-on-year driven by lower footfall in Topps Tiles
|
•
|
Gross margin up 1.1 percentages
points year-on-year, due to recovery in Topps Tiles gross
margin
|
•
|
Adjusted operating costs £1.1
million lower year-on-year, driven by lower variable pay and
savings
|
•
|
Adjusted profit before tax down
£1.3 million due to sales decline
|
•
|
Statutory loss of £1.5 million
stated after £3.1 million share purchase provision increase related
to the Pro Tiler Limited earn out, reflecting the very strong
performance of the business since acquisition in March
2022
|
•
|
Cash broadly flat year-on-year at
£19.3 million and strong balance sheet maintained with £49.3
million of headroom to banking facilities (H1 2023: headroom of
£49.9 million)
|
•
|
Interim dividend maintained at 1.2
pence per share
|
Current Trading and Outlook
•
|
Group sales over the first seven
weeks of the second half were 7.3% lower year-on-year
|
•
|
Topps Tiles like-for-like sales
were 10.1% lower year-on-year, with no material changes to trends
seen in H1 2024
|
•
|
Macroeconomic lead indicators such
as GDP, mortgage approvals and customer confidence are all
improving however trading results are yet to benefit from these
upsides
|
•
|
The Group's competitive advantage
is driven through market-leading brands, world-class customer
service, specialist expertise, and best in class global
sourcing
|
•
|
Core strengths and new goal leave
the Group well positioned for significant growth in the medium
term
|
Commenting on the results, Rob
Parker, Chief Executive said:
"Trading conditions in the first
half have been challenging in a tile market which is down 20% on
2019. Against this backdrop, we are continuing to take market
share, our online pure play businesses are growing strongly and the
Group remains in a robust financial position. Lead indicators
of market activity such as mortgage approvals,
consumer confidence and smaller ticket DIY spend are improving, and
while we are yet to see this feed through into our customer's
spending patterns, as market leader Topps Group remains
well-positioned for recovery.
"Notwithstanding the challenges of
current market conditions, we believe that Topps Group has a
substantial opportunity to increase sales and profitability over
the medium term through our new growth strategy of
Mission
365.
"Mission 365 includes the
development of new digital platforms for Topps Tiles trade
customers; an increase in our addressable market of 75% by entering
new product areas adjacent to our core tile specialism; a drive for
accelerated growth in B2B markets through a more co-ordinated
Group-wide approach; and continued momentum in our high growth
online pure play businesses, Pro-Tiler and Tile Warehouse. Together
these initiatives represent an opportunity to grow sales to £365
million over the medium term, while delivering profit before tax margins in the range of
8-10%."
Notes
1Topps Tiles like-for-like
revenue is defined as sales from Topps Tiles stores that have been
trading for more than 52 weeks and online sales made through the
Topps Tiles brand.
2 Adjusted profit before tax
excludes the impact of items which are either one-off in nature or
fluctuate significantly from year to year. See the financial review
section of this document for a reconciliation of adjusted profit
before tax to statutory profit before tax.
3 Adjusted earnings per share
is adjusted for the items highlighted above, plus the impact of
corporation tax.
4 Adjusted net cash is defined
as cash and cash equivalents, less bank loans, before unamortised
issue costs as at the balance sheet date. It excludes lease
liabilities under IFRS 16.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
For further information please
contact:
Topps Tiles Plc
|
(21/05/24) 020 7638 9571
|
Rob Parker, CEO
Stephen Hopson, CFO
|
(Thereafter) 0116 282 8000
|
Citigate Dewe Rogerson
|
020 7638
9571
|
Kevin Smith/Ellen Wilton
|
|
INTERIM MANAGEMENT REPORT
Topps Group is the largest
specialist distributor of tiles and related products in the UK. The
majority of our revenues are generated from the domestic market for
the renovation, maintenance and improvement (RMI) of UK homes,
through our market-leading, omni-channel brand, Topps Tiles. Our
Parkside brand operates in the commercial sector which includes
tiles supplied across sectors such as leisure, retail, hospitality,
transport and new build residential housing, where product
specification is often heavily influenced by the architect and
designer community. The Group also operates in the Online
Pure Play sector through two brands, Pro Tiler Tools and Tile
Warehouse.
All of the brands within the Group
derive benefit from the scale of the Group, the specialist focus of
our business model and our passion for tiles. We enjoy a
competitive advantage in sourcing differentiated products from
around the world that we can access on an exclusive basis and
deliver world-class customer service through our store network,
digital platforms and commercial sales teams. We lead the UK tile
market in environmental matters, including our goal of being carbon
neutral across Scope 1 and 2 emissions by 2030, and this year will
begin reporting Scope 3 emissions as part of our ongoing drive to
reduce our impact on the environment.
OPERATIONAL REVIEW
As detailed below in the financial
review, trading conditions in the first half of the year have been
challenging, against the backdrop of a weak RMI market.
Notwithstanding these challenges, the Group continued to make
progress in a number of areas.
Within Topps Tiles, our
market-leading, omni-channel specialist, lower footfall led to
like-for-like sales falling 9.2% year-on-year, although conversion
levels were higher and average transaction values were only
slightly lower. We continue to serve a mix of professional
trade customers and homeowners; trade sales mix increased in the
first half to 61.4% of sales (H1 2023: 59.0%), as sales to our
trade customer base outperformed sales to homeowners.
Customer satisfaction scores were a highlight, increasing again in
the period to 92.5% overall satisfaction (H1 2023: 91.3%).
Operationally, we have added new methods of payment including open
banking and digital wallets, and enhanced our trade credit
offering. We have continued to evolve the merchandising of
our stores, including more extra-large format stands, rolled out
our new Everscape Solutions outdoor branding, and improved our
online samples process. Our new brand awareness campaign
"Because We Know Tiles" has had 80 million impressions across
digital and social channels.
In the period, the trading store
estate increased by one to 304 stores (FY 2023 year end: 303
stores), with one new opening at Kingston Park Newcastle, and one
relocation at Brentwood. We retain significant flexibility
within our store estate, with an average unexpired lease term of
3.0 years (H1 2023: 2.9 years), or 2.9 years excluding
strategically important stores (H1 2023: 2.7 years). At the
period end, there were three closed stores (H1 2023: eight closed
stores), with four closed stores exited in the first
half.
Parkside, our commercial tile
business, which focuses on projects where the architect and
designer are key influencers, also experienced a weaker market in
the first half of the year and recorded a fall in sales of 8.7% to
£4.2 million. However, following the business improvement
programme which was implemented in the third quarter of FY 2023,
significant cost was removed from the business and, as a result,
Parkside made a small profit of £0.2 million in the first half of
the year, compared to a loss of £0.5 million in the same period
last year. We are focused on delivering consistent and
profitable sales growth in this market, working with the other
parts of the Group that service the B2B customer.
Online Pure Play continues to
perform very strongly, with sales growing by 39.4% year-on-year, to
£13.8 million. Both Pro Tiler Tools and Tile Warehouse made
substantial progress in the period. Pro Tiler Tools is
established as a leader in its sector and continues to innovate and
improve its service model and increase its brand portfolio.
Tile Warehouse grew strongly in the first half, driving increased
web traffic and launching a variety of website optimisations and
customer support improvements.
Leading Product refers to our
expertise in the ranging, sourcing and procurement of tiles and
related products on a global basis, which remains a core specialism
for the Group and a major source of competitive advantage. In
the first half, we have launched 33 new products (H1 2023: 32
products), of which 34% were developed in house and are exclusive
to the Group. The new 'Pronto' brand was launched for our
luxury vinyl tile ranges, and our Everscape outdoor tile brand was
extended to include a market-leading fitting solutions offer,
Everscape Outdoor Solutions. Overall, 77% of ranges in Topps
Tiles are either exclusive or own brand (H1 2023: 74%).
Maintaining close relationships with our strategic supplier base
remains key, and in the first half, 67% of purchases were from this
group (H1 2023: 66%).
Leading People refers to our focus
on world-class customer service, across all of our brands.
World class levels of customer satisfaction are a cornerstone of
the Topps Tiles offer, and a cornerstone of our success.
Maintaining such high standards requires outstanding people across
the business and this year, we were pleased to see a substantial
reduction in employee turnover, down year-on-year at 26.3% (H1
2023: 34.0%). We continue to develop and promote from within
the Group with 58% of promotions into management positions being
made internally during the first half (H1 2023: 62%) and our
diversity, equity and inclusion programme 'One Topps' launched,
with the current focus on female and ethnicity listening
groups.
Environmental Leadership remains a
central part of the Group's strategy. The Group's goal is to
be carbon neutral by 2030 across Scope 1 and 2 emissions, which are
currently about 5,000 tonnes per annum. Key initiatives in
the first half were the trial of HVO fuel as a diesel replacement
and the examination of additional store efficiency measures,
focused on reducing emissions from heating. We are on track
to report scope 3 emissions at the full year results. Other
areas of focus include the reduction of tile waste and the Group is
on track to achieve a second successive year of more than 10%
reduction in this metric. Finally, we were delighted that
PrincipleTM was awarded Wall Tile of the Year at the
Tile Association Awards. This ranges uses a world leading
90%+ of recycled content, diverting waste from landfill and also
using less energy to produce than traditional tiles. This
range was developed in partnership with Alusid and represents an
excellent example of how tile manufacturing could develop in the
future and how the Group is helping to lead the thinking in this
important area.
LAUNCH OF NEW GOAL AND STRATEGIC UPDATE
Last year, the Group delivered a
third consecutive year of record sales and achieved its market
share goal of '1 in 5 by 2025', two years ahead of schedule.
Sales increased to £262.7 million and our market share increased
from 17%, when the goal was set in 2019, to 22.1% of the combined
domestic and commercial market for tiles and related products in
the UK.
The tile market started to weaken
in 2023 after two years of strong growth following the Covid
pandemic, and this trend has accelerated in 2024, in line with a
further step-down in RMI spending. External data is limited,
but we estimate that the UK tile market is currently 20% lower than
in the pre-pandemic period, with Group sales up 11% in the same
period. Macroeconomic indicators such as GDP, mortgage
approvals, consumer confidence and smaller ticket DIY spend now
appear to be trending upwards, but we are yet to see this feed
through into our customers' spending patterns.
Notwithstanding these short-term
challenges, we believe that the Group has substantial potential to
increase sales, profitability, cash flows and returns over the
medium term through self-help measures. To this end, we are
launching a new financial goal, built upon five strategic growth
areas.
The Group's new goal is to
increase sales to £365 million in the medium term, with an adjusted
profit before tax margin of 8-10% at a Group level. Moreover,
we believe that each of the businesses in the Group is capable of
delivering operating margins at that level. On that basis,
this new goal implies the delivery of a minimum of £30 million of
adjusted profit before tax in the medium term, which is 2.4x the
level of profits in FY 2023, or approximately double the
pre-pandemic profitability of the Group. We are calling this
new goal 'Mission 365 - grow sales, build profit'. The
objectives of Mission 365 are based on conservative assumptions and
assume only a modest recovery in tile market volumes, with
cumulative market and pricing growth over the medium term of c.
4-8%.
As part of the launch of the new
goal, we are redefining the scope of the Group's operations and the
market in which we operate. Topps Group has a core focus on
tiles and related products, a market which was measured at £1.2
billion last year. However, the Group sells more than tiles,
and the way the consumer is accessing our market continues to
evolve. Traditional uses of porcelain and ceramic tiles,
predominantly as wall and floor coverings in bathrooms and
kitchens, are expanding, with porcelain now representing an
excellent choice for applications such as outdoor areas,
countertops, or even furniture. At the same time, other
products such as luxury vinyl tiles, wood and laminate, can
represent good substitutes for tiles in kitchens and bathrooms and
are also suitable for many other rooms in the home, particularly in
living and communal areas. As a result, we are redefining the
Group's addressable market as hard floor and wall surface coverings and
related products. This change increases the scope of
our market from c £1.2 billion to c. £2.1 billion, a 75%
increase. There may be the opportunity to expand the Group's
addressable markets still further in future.
In this larger market, the Group
has five key areas of focus to help deliver the 'Mission 365'
goal.
KEY FOCUS AREAS
1) Modernise the trader digital experience in
Topps Tiles
Selling to trade customers has
been a consistent strength of the Topps Tiles brand in recent
years. The percentage of sales made to trade in Topps Tiles has
increased from c. 50% in FY 2015 to 61.4% in H1 2024 and trade
sales have consistently outperformed sales to homeowners in the
last 12 months. Trade customers can offer higher volumes and repeat
custom, and can act as brand ambassadors, both to other traders,
and directly influencing homeowners' purchasing
decisions.
The Topps Tiles brand offers
traders significant value, including the convenience of a
nationwide store estate, more than three times larger than any
other specialist competitor, technical expertise and strong
relationships that are built up with our store teams, and a very
good depth of stock ready to take away for the consumable items
that traders need each day.
However, there is an opportunity
to significantly improve our digital engagement with traders. While
Topps Tiles has a trade website and a PWA (Progressive Web App),
usage is currently low by industry standards. The Pro Tiler
Tools acquisition has clearly demonstrated the demand for modern
digital interaction from this customer group and, under the
leadership of our new Sales and Operations Director, Simon
Robinson, who was previously Retail Director at Toolstation, we
will develop and improve our digital platform, addressing frictions
in our current processes, whilst offering new functionality and
services to further engage this important customer group.
Specifically, we will:
-
|
Relaunch our trade website, making
it much easier to complete registration and transact with
us;
|
-
|
Launch a modern trade app, with
enhanced functionality, making this the default way of engaging
with Topps Tiles for many of our trade customers;
|
-
|
Improve pricing clarity and reduce
confusion with respect to trade prices when compared to homeowner
prices;
|
-
|
Modernise our trade loyalty scheme
and embed this within our app;
|
-
|
Substantially increase our trade
credit offering; and
|
-
|
Launch a new Customer Engagement
Platform (CEP) which will allow us to communicate far more
effectively with trade customers, tailoring our marketing messages
and genuinely adding value for our customers.
|
Overall, we believe that there is
an opportunity to increase trade sales through this initiative by
£15 million - £20 million from current levels.
2) Expand into new product
categories
As described above, we have
expanded the definition of the Group's addressable market to
include hard floor and wall surface coverings and related products,
which increases its aggregate value from £1.2 billion to £2.1
billion per year. Approximately half of the sales in Topps
Tiles are currently traditional porcelain and ceramic tiles, with
the remainder being other types of coverings products (for example,
natural stone), consumables (for example, adhesive and grouts),
tools, and other fitting and fixing products (for example, tile
backer boards, substrate matting or levelling
compounds).
We see an opportunity to push much
harder into other coverings products, some of which we sell in
small quantities already, and some of which are new categories.
These include luxury vinyl tiles, shower panels, outdoor tiles,
laminate and engineered wood, splashbacks, and extra-large tiles,
also known as porcelain slabs. In many cases, we have already
sourced appropriate product ranges, or have the relevant supplier
relationships in place, but have yet to activate full marketing
campaigns to support them, particularly in the digital space, or
refreshed our store merchandising solutions. A 5% market
share in the categories mentioned above would represent at least a
£25 million - £30 million sales opportunity and could be largely
served from existing stores and Topps Tiles' current and proposed
digital sales channels.
3) Business-to-business sales
focus
As described above, we believe
there is a substantial opportunity to increase sales to trade
customers in Topps Tiles. There is also a wider opportunity
to increase business-to-business sales elsewhere in the Group.
Following the acquisitions of Parkside in 2017 and Pro Tiler Tools
in 2022, the Group now has three brands with highly complementary
offers for business-to-business customers, allowing us to access
this market in different ways:
-
|
Topps Tiles offers the convenience
of over 300 stores nationwide, as well as a central contracts team
who are able to form relationships with contractors buying
coverings and consumable items, who value the convenience of a
large store network as well as central support;
|
-
|
Parkside is highly relevant for
projects where the architect or designer is the key influencer
behind the coverings purchasing decision, and where bespoke or
technical products are required;
|
-
|
Pro Tiler Tools offers modern
digital channels to contractors buying consumable items and
technical tools, as well as a direct selling team able to provide
telephone or face to face support for their contractor
customers.
|
These three brand propositions are
supported by physical assets including over 300 Topps Tiles stores,
200,000 square feet of central warehousing and a specialist
distribution fleet, £35 million of stock at the latest balance
sheet date, and, in future, a very wide product range, including
ceramic and porcelain tiles, luxury vinyl tiles, engineered wood,
laminate, splashbacks, shower panels, extra-large porcelain and
outdoor tiles, supported by a full range of fitting and fixing
products. This offer is competitively advantaged and, we
believe, will prove attractive to medium and large
contractors. We believe this opportunity is worth £15 million
- £25 million across the Group.
4) Continue to support Pro
Tiler
Since Topps Group took a
controlling share in Pro Tiler Limited in 2022, the business has
continued its exceptional growth trajectory, growing from an
annualised £11 million of sales per year at that time to £25
million in the year to March 2024. With the buy-out of the
remaining 40% of shares shortly to complete at an overall multiple
of c. 5x EBITDA and the two founders (Sam and Todd Bucknell)
retained, we remain focused on providing the support and resources
required to grow the business further.
The key focus will remain
supporting the core brand of Pro Tiler Tools. Although the
brand has grown substantially in recent years, we believe its
growth prospects remain exciting, based on the high levels of
service, wide range of brands, and technical expertise provided by
the team. A key project over the next year will be expansion
into a larger warehouse, as the current fifty thousand sq ft
warehouse is not large enough to support the next phase of
growth. Secondly, there are other brands within the Pro Tiler
portfolio that have the opportunity to provide material growth
opportunities and we will look to invest in these in future
years. Lastly, we believe that, as described above, Pro Tiler
is complementary to other group brands and that there is the
opportunity to cross sell across Pro Tiler, Topps Tiles and
Parkside - where a Pro Tiler customer is buying consumables, other
Group brands can provide covering products, and where other brands
are providing coverings, Pro Tiler may be the perfect partner for
consumables or tools.
Pro Tiler has more than doubled in
scale since acquisition into the Group and we see the opportunity
for it to double again to £50 million, providing the opportunity to
add another £20 million - £25 million of sales to the
Group.
5) Develop Tile Warehouse to
maturity
Tile Warehouse, our online pure
play brand focused on selling coverings products to value-conscious
homeowners, was established in summer 2022. The brand
combines the relevant parts of the Group's infrastructure, such as
the buying teams, central warehousing and logistics functions, with
the specialism of a focused online team. Following changes to
the management team at the end of 2023, progress this year has been
strong, with all metrics moving positively, and the rate of sales
at the end of H1 2024 was almost three times higher than at the end
of FY 2023, although from a low base.
The growth strategy for Tile
Warehouse is focused on building high quality traffic through
organic, paid and social media activities, optimising conversion
through a programme of continued web site enhancements and
underpinning the offer with excellent customer service
credentials.
The objective for this brand
remains the same as when it was launched - to establish a £15
million business within five years in the £100+ million UK online
pure play tile market.
Indicative financial outcomes
Overall, these five strategic
areas of focus underpin a medium term revenue target of £365
million, alongside a modest level of market and pricing growth in
the medium term:
|
Revenue £m
|
Approximate market consensus FY
2024
|
250
|
Market and BAU pricing
|
10 -
20
|
Modernise the trade digital
experience
|
15 -
20
|
Expand into new product
categories
|
25 -
30
|
Business-to-business sales
focus
|
15 -
25
|
Pro Tiler expansion
|
20 -
25
|
Tile Warehouse maturity
|
10 -
15
|
Mission 365
|
365
|
Mission 365 is very clearly
focused on building profit, as well as growing sales. The
Group has been successful in controlling costs over the last four
years, with no growth in adjusted operating and interest costs
within the Topps Tiles brand over the period FY 2019 to FY 2023,
despite approximately £13 million of cost inflation, however
adjusted profit before tax margins have fallen overall. The
sales upside contained within the goal, combined with tight cost
control and the Group's operational gearing gives us confidence
that adjusted profit before tax margins can increase to a range of
8-10%, delivering a minimum of £30 million of adjusted profit
before tax in the medium term.
Group gross margins are expected
to fall by 2 - 3 percentage points in the medium term, primarily as
a result of changes in business and product mix. As a result,
we believe medium term gross margins for the Group will be
approximately 51 - 52% of sales.
To deliver the plans described
above, we will invest into the business, specifically in the
following key areas:
-
|
We will begin a three-year systems
investment programme, consisting of a new ERP system, warehouse
management system and new store systems. In addition, we will
invest in a new customer engagement platform (CEP), and a new trade
app, as described above. In total, these investments are
expected to cost less than £3 million over the next three years,
which will be largely classified as operating costs rather than
capital expenditure, and will drive both sales and conversion, as
well as improve operational efficiencies, allowing us to increase
our cost base by a lower amount than otherwise would be required to
deliver this level of sales growth.
|
-
|
We plan to increase marketing
expenditure, specifically to drive trade sales and new product
categories, as described in the sections above.
|
-
|
We will make modest targeted
investments to improve our skill base, including specialist central
roles.
|
-
|
We will invest into the supply
chain infrastructure supporting both Pro Tiler and the rest of the
Group.
|
In the period from FY 2019 to FY
2023, the Group has reduced adjusted operating costs and interest
as a percentage of sales from c. 54% to c. 48%. Moving
forward, due to increased leverage of the existing store network,
the operational gearing inherent in the business, and continued
tight cost control, we believe that operating costs and interest
expenses will increase at a slower rate than sales overall, despite
the investments above. As a result, costs expressed as a
percentage of sales are expected to fall in the medium term to
approximately 42-44% of sales.
We do not anticipate a significant
step-up in capital expenditure, however the demands on capital
expenditure in excess of normal spending will be in two
areas. First, as part of the ERP upgrade, the Topps Tiles
brand will replace its till systems, which is likely to cost less
than £1 million and be incurred over FY 2025 - FY 2026.
Second, as described above, the warehousing facilities supporting
both Pro Tiler Tools and the main Group facilities in Leicester
will need to be upgraded over the life of these strategic
proposals. The level and timing of the of capital expenditure
required to support these plans is not yet certain, but our current
view is that we will invest approximately £5 million across both
warehouses. In addition, working capital will flex up in line
with sales.
Given the improved operating
margins and the limited amounts of additional capital expenditure
required, the Group's return on invested capital should increase
materially on delivery of the medium term goal.
Summary
Topps Group has delivered three
record years of sales and a strong increase in market share,
however it has the potential to deliver much more. By
focusing on self-help and five clear areas of strategic growth, and
assuming only a modest improvement in the market, the Group has
identified an opportunity to grow sales to £365 million over the
medium term. This, combined with an adjusted profit before
tax margin of 8-10%, represents a minimum of a £30 million profit
opportunity, which would offer attractive returns to shareholders,
new employment opportunities for our teams and excellent,
modernised, levels of service to our customers and
clients.
Key Performance Indicators ("KPIs")
As set out in our most recent
Annual Report, we monitor our performance implementing our strategy
with reference to a clearly defined set of financial and
non-financial key performance indicators ("KPIs"). Our
performance in the 26 weeks to 30 March 2024 is set out in the
table below, together with the prior year performance data.
One KPI, carbon emissions per store, is only available on an
annual basis and so is not disclosed here. The source of data
and calculation methods are consistent with those described in the
2023 Annual Report. Further information on adjusted
performance measures can be found on page 2 of this
document.
|
26 weeks
to
|
26 weeks
to
|
YoY
|
|
30 March
|
1 April
|
|
|
2024
|
2023
|
|
|
|
|
|
Financial KPIs
|
|
|
|
Group revenue growth/(decline) year
on year
|
(5.8)%
|
9.3%
|
n/a
|
Topps Tiles like-for-like sales
growth year on year*
|
(9.2)%
|
4.3%
|
n/a
|
Group gross margin %
|
53.9%
|
52.8%
|
+1.1
ppts
|
Adjusted profit before
tax*
|
£3.1
million
|
£4.4
million
|
(29.5)%
|
Adjusted earnings per
share*
|
1.03
pence
|
1.57
pence
|
(34.4)%
|
Adjusted net cash*
|
£19.3
million
|
£19.9
million
|
£(0.6)
million
|
Inventory days
|
108
|
117
|
(9)
days
|
|
|
|
|
Non-financial KPIs
|
|
|
|
Square metres of tiles sold in Topps
Tiles (thousand)
|
2,088
|
2,352
|
(11.2)%
|
Topps Tiles customer overall
satisfaction score
|
92.5%
|
91.3%
|
+1.2
ppts
|
Colleague turnover
|
26.3%
|
34.0%
|
(7.7)
ppts
|
Number of Topps Tiles stores at
period end
|
304
|
304
|
0
|
* as defined in the Financial
Review
FINANCIAL REVIEW
Consolidated Statement of Profit or Loss
Following a record first half for
revenue in 2023, the weakening of the UK tile market seen in 2023
has continued into 2024, resulting in challenging trading
conditions in the first half of this financial year. Total
Group sales were 5.8% lower year-on-year at £122.8 million.
The year-on-year decline was largely due to a reduction in sales in
the Topps Tiles brand, which saw like-for-like sales decline 9.2%
over the half. Our estimate is that the UK tile market is
currently approximately 20% lower than the pre-pandemic period of
2019, whereas sales in Topps Tiles in H1 2024 were approximately 4%
lower than H1 2019, and overall Group sales were approximately 11%
higher. Sales in Parkside were £0.4 million lower
year-on-year at £4.2 million and the strong growth in Online Pure
Play continued, with sales growth of 39.4% year-on-year to £13.8
million, including positive year-on-year contributions from both
Pro Tiler and Tile Warehouse. Revenue consolidated into the
Group accounts by business area was as follows:
Revenue by brand (£m)
|
H1
2024
|
H1
2023
|
Variance
|
Topps Tiles
|
104.8
|
115.8
|
(9.5)%
|
Parkside
|
4.2
|
4.6
|
(8.7)%
|
Online Pure Play*
|
13.8
|
9.9
|
+39.4%
|
Topps Group
|
122.8
|
130.3
|
(5.8)%
|
*Online Pure Play includes Pro
Tiler Tools and its associated brands, which were acquired in March
2022, and Tile Warehouse, which was launched in May
2022.
The Group's gross margin increased
year-on-year by 1.1 percentage points to 53.9%, as expected,
following the progress made in the second half of last year.
Within this, gross margin in Topps Tiles increased 2.4 percentage
points year-on-year, driven by the normalisation of shipping and
product costs, as well as modest gains from mark-to-market
movements on forward foreign currency contracts and retranslation
variances. The gross margin in the Topps Tiles brand was also
higher in H1 2024 than in H2 2023, although these gains are likely
to moderate moving forward as cost prices have now largely
normalised. Growth in other parts of the Group, specifically
Online Pure Play, had the impact of offsetting some of the gains in
Topps Tiles, as these businesses operate at a lower gross margin
than the Group average. In total, Group gross profit was
£66.2 million (H1 2023: £68.7 million).
Operating costs were £65.4 million
compared to £64.9 million in H1 2023. Excluding adjusting
items, which are explained below, operating expenses decreased by
£1.1 million compared to the prior year period to £61.0 million,
explained by the following key items:
|
£ million
|
HY
2023 adjusted operating expenses
|
62.1
|
Inflationary costs
|
2.2
|
Reduced variable
remuneration
|
(2.9)
|
Cost savings
|
(1.5)
|
Online Pure Play cost
investment
|
0.5
|
Other
|
0.6
|
HY
2024 adjusted operating expenses
|
61.0
|
Net cost inflation in the period
ran at about 3.5%, including a 5% salary increase for colleagues
not paid at the National Living Wage from October 2023, elements of
property cost inflation, an increase in the electricity expense due
to the end of a longer-term fixed-price contract at the start of
the financial year and, conversely, an approximate halving of the
Group's gas expense based on the rapid fall in international gas
prices year-on-year. All colleagues across the Group have the
ability to earn variable remuneration, and the significant savings
in these lines are as a result of the weaker sales and profit
performance against last year. Savings of £1.5 million
include c. £0.7m in Parkside, which was restructured in H2 2023,
moving Parkside into a profitable position in the first half.
The increase in costs across Online Pure Play represents continued
investment in growth in these brands.
The first half contains a non-cash
expense of £0.8 million relating to holiday pay accruals (H1 2023:
£0.9 million expense), which will reverse in full over the second
half of the financial year (resulting in a £1.6 million increase in
half-on-half profits). Gas usage in the business will also be
lower in the second half, however the quantum of the Group's gas
expense is significantly smaller year on year so the impact will be
less than in FY 2023. The increase in National Living Wage of
almost 10% will also impact the second half cost base. The
Forward Guidance section below sets out in more detail some of the
factors influencing operating costs in H2 compared to
H1.
Adjusted net finance costs were
£2.1 million in H1 2024 (H1 2023: £2.2 million), with higher
interest earned on bank balances offset by a higher IFRS16 interest
expense. Statutory interest costs were £2.3 million (H1 2023:
£2.2 million.
As a result of the above, adjusted
profit before tax for the period was £3.1 million (H1 2023: £4.4
million and, after including the adjusting items described in the
next section, the statutory loss before tax was £1.5 million (H1
2023: profit before tax of £1.7 million).
Adjusting items
The Group's management uses
adjusted performance measures, to plan for, control and assess the
performance of the Group. Adjusted profit before tax differs
from the statutory profit before tax as it excludes the effect of
one-off or fluctuating items, allowing stakeholders to understand
results across years in a more consistent manner. In line
with prior years, we have included the business-as-usual impact of
IFRS 16 in adjusted profit but continue to adjust for any
impairment charges or impairment reversals of right-of-use assets,
derecognition of lease liabilities where we have exited a store,
and one-off gains and losses through sub-lets. We have also
excluded property costs in relation to the store closure programme,
which ended with stores closed in 2022, as well as restructuring
costs. In the period between H2 2022 and H1 2024 we have
excluded the cost relating to the 40% purchase of shares of Pro
Tiler Limited which we expect to make early in the second half of
2024, which, under IFRS 3, is treated as a remuneration expense
rather than a cost relating to the acquisition of the relevant
shares. Please see the 2022 Annual Financial Results
statement for a full description of this transaction and its
accounting treatment, and the relevant section of this report for
more information on the final values involved in the share
purchase.
An analysis of movements from
adjusted profit before tax to statutory profit before tax is given
below:
|
H1 2024 £m
|
H1 2023 £m
|
Adjusted profit before tax
|
3.1
|
4.4
|
|
|
|
Property
|
|
|
Vacant property and closure
costs
|
(0.3)
|
(0.7)
|
Store impairment and lease exit
gains and losses
|
(1.1)
|
0.1
|
|
(1.4)
|
(0.6)
|
|
|
|
Pro Tiler Limited share purchase
provision
|
(3.1)
|
(1.7)
|
Restructuring and other one-off
costs
|
(0.1)
|
(0.4)
|
|
(3.2)
|
(2.1)
|
|
|
|
Statutory (loss) / profit before tax
|
(1.5)
|
1.7
|
Tax and earnings per share
The tax expense was £0.5 million
(H1 2023: £1.0 million). Tax rates are based on expectations
for the full year and then adjusted for the impact of items which
are not deductible for corporation tax purposes, notably in this
half year by the Pro Tiler Limited share purchase provision
increase, which is treated as an acquisition of shares under the UK
tax code but as a remuneration expense under IFRS 3. On an
adjusted basis, the effective tax rate for the period was 28.9% (H1
2023: 24.7%), higher than the headline rate of corporation tax in
the UK of 25% as a result of certain disallowable expenses such as
share based payment expenses and the net impact of depreciation
compared to capital allowances.
After taxation and the removal of
non-controlling interests, the basic loss per share was 1.12 pence
(H1 2023: profit per share of 0.25 pence). Adjusting for the
post-tax impact of the adjusting items detailed above, the adjusted
basic earnings per share were 1.03 pence (H1 2023: 1.57
pence).
Dividend
The Group's capital allocation and
dividend policy was updated as part of the Interim Results in
2022. Interim dividends will be set at one third of the full
year dividend from the previous year, and as such, an interim
dividend of 1.2 pence has been declared by the Board (H1 2023: 1.2
pence). The shares will trade ex-dividend on 7 June 2024 and
the dividend will be paid on 12 July 2024.
Consolidated Statement of Financial Position and Consolidated
Cash Flow Statement
Capital Expenditure
Capital expenditure in the first
half was £1.9 million (H1 2023: £2.0 million). £1.7 million
of the capital expenditure was on the Topps Tiles store estate,
including a store relocation in Brentwood, the opening of a new
store in Newcastle Kingston Park, and general refurbishment and
merchandising across the estate.
The Board expects capital
expenditure in the full year to be between £6 million and £8
million, including further refits, relocations and new store
openings.
Inventory
Inventory at the period end was
£35.1 million (H1 2023: £38.8 million), representing 108 stock days
(H1 2023: 117 stock days). This includes £3.1m million of
stock held in Pro Tiler (H1 2023: £2.7 million), representing 62
stock days (H1 2023: 78 stock days). At the last year end,
inventory was £36.4 million, equivalent to 107 days
turnover.
Consolidated Cash Flow Statement
The Group's cash balance decreased
in the period by £4.1 million from £23.4 million at year end to
£19.3 million at the half year end. Adjusted net cash is
defined as cash and cash equivalents, less bank loans, before
unamortised issue costs. The table below analyses the Group's
adjusted cash flow:
|
HY 2024
|
HY 2023
|
|
£m
|
£m
|
|
|
|
Cash generated by operations,
including interest and capital elements of leases, before WC
movements*
|
5.9
|
7.2
|
Changes in working
capital*
|
(1.7)
|
5.7
|
Capital expenditure
|
(1.9)
|
(2.0)
|
Interest
|
0.3
|
-
|
Tax
|
(1.9)
|
(2.0)
|
Other
|
(0.1)
|
(0.1)
|
Free cash flow
|
0.6
|
8.8
|
|
|
|
Dividends
|
(4.7)
|
(5.1)
|
|
|
|
Change in adjusted net cash
|
(4.1)
|
3.7
|
|
|
|
Adjusted net cash at start of period
|
23.4
|
16.2
|
Adjusted net cash at end of period
|
19.3
|
19.9
|
* Certain items within cash
generated by operations and working capital have been
re-categorised to enhance comparability between periods.
Cash generated by operations in
the first half before working capital movements was £5.9 million
(H1 2023: £7.2 million), with the £1.3 million year-on-year
movement reflective of the movement in adjusted profit, given that
the adjusting items in the period were largely non-cash. The
working capital outflow of £1.7 million was driven by a decrease in
payables, including a lower VAT creditor, lower accruals for
variable pay and lower trade payables, and an increase in trade
receivables, as the Group pushes more into offering trade
credit. As reported above, inventory was well-controlled with
a decrease of £1.2 million over the first half. Capital
expenditure and cash tax payments were similar to H1 2023, with
interest income slightly higher year on year due to higher interest
received on cash balances.
Return on Capital Employed
Lease adjusted returns on capital
employed in the first half were 16.4% (H1 2023: 15.5%), based on a
reduction in the average capital employed over the half, compared
to the previous year. Specifically, lease liabilities have
reduced from an average of £101.2 million in H1 2023 to £92.0
million in H1 2024.
Acquisition of remaining shares in Pro Tiler
Limited
The Group acquired 60% of the
shares in Pro Tiler Limited in March 2022 for £5.3 million on a
debt-free, cash-free basis. After a two-year earn out period,
Topps Group will shortly acquire the remaining 40% of the shares in
the company from the existing shareholders at an agreed multiple of
earnings. This is expected to be at a value of £8.7 million, taking
the total consideration to £14.0 million on a debt-free, cash free
basis. The £8.7 million has been accrued as an employment
cost over the two-year period as required under IFRS 3, forming an
earn-out provision on the balance sheet.
Over the two-year period, Pro
Tiler has generated £2.8 million of post-tax earnings, and the
Group's share will be remitted to the plc as a dividend shortly
before the conclusion of the earn-out, with the other 40% being
paid to the existing shareholders. The Group's share will be £1.7
million, giving an 'all-in' cost of £12.3 million, representing
5.1x the rolling 12-month EBITDA to March 2024 generated by Pro
Tiler Limited. There will be a cash outflow in the second half of
£9.8 million, being the £8.7 million value of the share purchase,
and £1.1 million of dividends due to the current 40%
shareholders.
Banking Facilities
The Group maintains a very robust
balance sheet, providing resilience and allowing investment in
growth opportunities. A £30.0 million revolving credit
facility is in place which is committed to October 2026 with
extension options for a further year (H1 2023: £30.0 million
facility, committed to October 2025). At the half year, none
of this facility was drawn (H1 2023: £nil drawn). Based on
net cash excluding lease liabilities of £19.3 million, the Group
has £49.3 million of headroom to its banking facilities at the
period end (H1 2023: £49.9 million).
Forward Guidance
Certain factors will impact the
second half, as described below:
·
|
The first half contained a £0.8
million expense relating to holiday pay accruals, which will
reverse in the second half, resulting in a £1.6 million increase in
half on half profits in the second half;
|
·
|
The Group's gas expense has
increased from approximately £0.4 million in recent years to an
estimated £1.0 million this year, of which c £0.8m fell into the
first half, resulting in an increase in profits of c £0.6 million
in the second half; and
|
·
|
The increase in the national
living wage will impact employment costs in the second half by
approximately £0.8 million.
|
Current Trading and Outlook
The first seven weeks of the
second half has seen trading continue in a similar manner to the
first half. Group sales were 7.3% lower year-on-year, and
like-for-like sales in Topps Tiles were 10.1% lower. Although
a number of macroeconomic lead indicators are improving, such as
GDP, real wages, inflation, mortgage approvals and consumer
confidence, trading results are yet to benefit from these
upsides.
The Group's competitive advantage
is driven through a combination of market-leading brands,
world-class customer service, specialist expertise, and best in
class global sourcing, and these strengths have enabled it to take
substantial market share in recent years. Combined with our
ambitious new goal and strong balance sheet, the Group remains
well-positioned to deliver significant growth in both sales and
profits in the medium term.
Risks and Uncertainties
The Board continues to monitor the
key risks and uncertainties of the Group. Since the 2023
Annual Report, the Board has added an additional risk to the risk
register concerning political tensions in the Red Sea, which may
result in increased cost of goods, or lower availability for
products which traditionally were shipped through this area.
The Board believes that the other principal risks remain largely as
documented in the 2023 Annual Report, by nature and scale.
These key risks and uncertainties include: macroeconomic changes
and consumer confidence; aging systems; cyber security;
inflationary cost increases of goods not for resale; sustainability
and climate change; artificial intelligence; development and
delivery of group strategy; critical asset failure; health and
safety; growth through mergers and acquisitions; quality and
ethical sourcing.
Going concern
When considering the going concern
assertion, the Board reviews several factors including a review of
risks and uncertainties, the ability of the Group to meet its
banking covenants and operate within its banking facilities based
on current financial plans, along with a detailed review of more
pessimistic trading scenarios that are deemed severe but plausible.
The two downside scenarios modelled include a moderate decline in
sales and a more severe decline in sales, which result in much
lower sales and gross profit than the base scenario, resulting in
worse profit and cash outcomes. The more severe downside scenario
modelled this year was based on a prolonged period of macroeconomic
stress in the UK, lasting for more than one year, with sales
falling 15% year-on-year across the remainder of FY24 and then a
further 10% decline year-on-year in FY25, in our main brand, Topps
Tiles. The scenario also assumes declines in gross margins
across the remainder of FY24 equating to a year-on-year decrease of
approximately 0.5 percentage points, followed by a further
1-percentage point decline year-on-year in FY25. This scenario also
assumes that variable costs would reduce in line with sales and
also includes direct mitigating cost reduction actions, which would
be taken if such a downturn occurred.
The Group has already taken a
number of actions to strengthen its liquidity over recent years,
and the scenarios start from a position of relative strength. The
going concern review also outlined a range of additional mitigating
actions that could be taken in a severe but plausible trading
scenario. These included, but were not limited to, savings on store
employee costs, savings on central support costs, reduced marketing
activity, a reduction of capital expenditure, management of working
capital and suspension of the dividend. The Group's cash headroom
and covenant compliance was reviewed against current lending
facilities in both the base case and the severe but plausible
downside scenarios. The current lending facility, of £30.0 million,
was refinanced in October 2022 and expires at the earliest in
October 2026.
In all scenarios, the Board has
concluded that there is sufficient available liquidity, with no
utilisation of the current lending facility, and sufficient
covenant headroom for the Group to continue to meet all of its
financial commitments as they fall due for the foreseeable future,
a period of not less than 12 months from the date of this report.
Accordingly, the Board continues to adopt the going concern basis
in preparing the financial statements.
Responsibility Statement
We confirm that to the best of our
knowledge:
(a) the condensed set of financial
statements has been prepared in accordance with IAS 34 'Interim
Financial Reporting' as contained in UK-adopted IFRS;
(b) the interim management report
includes a fair review of the information required by DTR 4.2.7R
(indication of important events during the first six months and
description of principal risks and uncertainties for the remaining
six months of the year); and
(c) the interim management report
includes a fair review of the information required by DTR 4.2.8R
(disclosure of related parties' transactions and changes
therein).
Rob Parker
|
Stephen Hopson
|
Chief Executive Officer
|
Chief Financial Officer
|
21 May 2024
|
|
Condensed Consolidated Statement of Profit or
Loss
|
|
|
|
|
for the 26 weeks ended 30 March
2024
|
|
|
|
|
|
|
26 weeks
|
26
weeks
|
52
weeks
|
|
|
|
ended
|
ended
|
ended
|
|
|
|
30 March
|
1
April
|
30
September
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
Note
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
|
|
|
|
|
|
Group revenue
|
|
122,774
|
130,310
|
262,714
|
|
Cost of sales
|
|
(56,542)
|
(61,569)
|
(123,466)
|
|
Gross profit
|
|
66,232
|
68,741
|
139,248
|
|
|
|
|
|
|
|
Distribution and selling
costs*
|
|
(48,021)
|
(46,549)
|
(93,800)
|
|
Other operating
expenses
|
|
(3,850)
|
(3,634)
|
(6,846)
|
|
Administrative costs
|
|
(9,945)
|
(11,610)
|
(21,493)
|
|
Sales and marketing
costs
|
|
(3,833)
|
(3,463)
|
(6,582)
|
|
Other income*
|
|
214
|
402
|
579
|
|
Group operating profit
|
|
797
|
3,887
|
11,106
|
|
Net finance costs
|
|
(2,266)
|
(2,203)
|
(4,291)
|
|
(Loss)/profit before taxation
|
|
(1,469)
|
1,684
|
6,815
|
|
Taxation
|
3
|
(514)
|
(978)
|
(2,896)
|
|
(Loss)/profit for the period
|
|
(1,983)
|
706
|
3,919
|
|
(Loss)/profit is attributable to:
|
|
|
|
|
|
Owners of Topps Tiles
Plc
|
|
(2,195)
|
482
|
3,206
|
|
Non-controlling
interests
|
|
212
|
224
|
713
|
|
|
|
(1,983)
|
706
|
3,919
|
|
* Other income has been
reclassified from Distribution and Selling costs, see note 1 for
more details
|
All results relate to continuing
operations of the Group.
Earnings per ordinary share
|
|
|
|
|
- Basic
|
5
|
(1.12p)
|
0.25p
|
1.63p
|
|
- Diluted
|
5
|
(1.10p)
|
0.24p
|
1.61p
|
|
|
|
|
|
|
There are no other recognised
gains and losses for the current and preceding financial periods
other than the results shown above. Accordingly, a separate
Condensed Consolidated Statement of Comprehensive Income has not
been prepared.
Condensed Consolidated Statement of Financial
Position
|
|
|
|
|
as at 30 March 2024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 March
|
1
April
|
30
September
|
|
|
|
2024
|
2023
|
2023
|
|
|
|
£'000
|
£'000
|
£'000
|
|
|
Note
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Non-current assets
|
|
|
|
|
|
Goodwill
|
|
2,101
|
2,101
|
2,101
|
|
Intangible assets
|
|
4,458
|
5,087
|
4,755
|
|
Property, plant and
equipment
|
|
18,793
|
19,998
|
19,306
|
|
Other financial assets
|
|
1,691
|
1,700
|
1,847
|
|
Deferred tax assets
|
|
84
|
152
|
68
|
|
Right-of-use assets
|
|
74,910
|
86,329
|
80,921
|
|
|
|
102,037
|
115,367
|
108,998
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Inventories
|
|
35,130
|
38,842
|
36,351
|
|
Other financial assets
|
|
320
|
487
|
327
|
|
Trade and other
receivables
|
|
6,599
|
6,160
|
5,284
|
|
Derivative financial
instruments
|
|
-
|
-
|
74
|
|
Current tax asset
|
|
976
|
122
|
-
|
|
Cash and cash
equivalents
|
|
19,319
|
19,911
|
23,368
|
|
|
|
62,344
|
65,522
|
65,404
|
|
Total assets
|
|
164,381
|
180,889
|
174,402
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other
payables
|
|
(43,599)
|
(50,047)
|
(45,066)
|
|
Lease liabilities
|
|
(16,868)
|
(17,420)
|
(15,649)
|
|
Derivative financial
instruments
|
|
(200)
|
(158)
|
-
|
|
Current tax liabilities
|
|
-
|
-
|
(368)
|
|
Provisions
|
|
(8,985)
|
(346)
|
(5,865)
|
|
Total current liabilities
|
|
(69,652)
|
(67,971)
|
(66,948)
|
|
Net current liabilities
|
|
(7,308)
|
(2,449)
|
(1,544)
|
|
Non-current liabilities
|
|
|
|
|
|
Lease liabilities
|
|
(72,543)
|
(82,096)
|
(78,853)
|
|
Provisions
|
|
(2,441)
|
(5,483)
|
(2,213)
|
|
Total liabilities
|
|
(144,636)
|
(155,550)
|
(148,014)
|
|
Net assets
|
|
19,745
|
25,339
|
26,388
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
8
|
6,556
|
6,556
|
6,556
|
|
Share premium
|
|
2,636
|
2,636
|
2,636
|
|
Own shares
|
|
(2)
|
(192)
|
(112)
|
|
Merger reserve
|
|
(399)
|
(399)
|
(399)
|
|
Share-based payment
reserve
|
|
6,129
|
5,837
|
6,035
|
|
Capital redemption
reserve
|
|
20,359
|
20,359
|
20,359
|
|
Accumulated losses
|
|
(18,928)
|
(12,151)
|
(11,869)
|
|
Capital and reserves attributable
to owners of Topps Tiles Plc
Non-controlling
interests
|
|
16,351
3,394
|
22,646
2,693
|
23,206
3,182
|
|
Total equity
|
|
19,745
|
25,339
|
26,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated Statement of Changes in
Equity
For the 26 weeks ended 30 March 2024
|
Equity attributable to equity holders of the
parent
|
|
|
|
Share
|
Share
|
Own
|
Merger
|
Share-based
payment
|
Capital
redemption
|
Accum-ulated
|
Non-controlling
|
Total
|
|
capital
|
premium
|
shares
|
reserve
|
reserve
|
reserve
|
losses
|
interest
|
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at
|
|
|
|
|
|
|
|
|
|
30 September
2023 (Audited)
|
6,556
|
2,636
|
(112)
|
(399)
|
6,035
|
20,359
|
(11,869)
|
3,182
|
26,388
|
(Loss)/profit and total comprehensive
income
|
|
|
|
|
|
|
|
|
|
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,195)
|
212
|
(1,983)
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,717)
|
-
|
(4,717)
|
|
|
|
|
|
|
|
|
|
|
Own shares purchased of in the
period
|
-
|
-
|
(53)
|
-
|
-
|
-
|
-
|
-
|
(53)
|
Own shares disposed of in the
period
|
-
|
-
|
163
|
-
|
-
|
-
|
(163)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Credit to equity for
equity-settled share based payments
|
-
|
-
|
-
|
-
|
94
|
-
|
-
|
-
|
94
|
|
|
|
|
|
|
|
|
|
|
Deferred tax on share-based
payment transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
16
|
-
|
16
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest on
business combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at
|
|
|
|
|
|
|
|
|
|
30 March 2024
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
6,556
|
2,636
|
(2)
|
(399)
|
6,129
|
20,359
|
(18,928)
|
3,394
|
19,745
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated Statement of Changes in Equity
(continued)
For the 26 weeks ended 1 April 2023
|
|
|
Equity attributable to equity holders of the
parent
|
|
|
Share
|
Share
|
Own
|
Merger
|
Share-based
payment
|
Capital
redemption
|
Accum-ulated
|
Non-controlling
|
Total
|
|
capital
|
premium
|
shares
|
reserve
|
reserve
|
reserve
|
losses
|
interest
|
equity
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Balance at
|
|
|
|
|
|
|
|
|
|
1
October 2022 (Audited)
|
6,556
|
2,636
|
(415)
|
(399)
|
5,162
|
20,359
|
(7,319)
|
2,469
|
29,049
|
Profit and total comprehensive income
|
|
|
|
|
|
|
|
|
|
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
482
|
224
|
706
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,104)
|
-
|
(5,104)
|
|
|
|
|
|
|
|
|
|
|
Own Shares disposed of in the
period
|
-
|
-
|
223
|
-
|
-
|
-
|
(216)
|
-
|
7
|
|
|
|
|
|
|
|
|
|
|
Credit to equity for
equity-settled share based payments
|
-
|
-
|
-
|
-
|
675
|
-
|
-
|
-
|
675
|
|
|
|
|
|
|
|
|
|
|
Deferred tax on share-based
payment transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
6
|
-
|
6
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interest on
business combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Balance at
|
|
|
|
|
|
|
|
|
|
1
April 2023
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
6,556
|
2,636
|
(192)
|
(399)
|
5,837
|
20,359
|
(12,151)
|
2,693
|
25,339
|
Condensed Consolidated Statement of Changes in Equity
(continued)
For the 52 weeks ended 30 September 2023
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the
parent
|
|
|
|
Share
|
Share
|
Own
|
Merger
|
Share-based
payment
|
Capital
redemption
|
Accum-ulated
|
Non-controlling
|
Total
|
|
|
capital
|
premium
|
shares
|
reserve
|
reserve
|
reserve
|
losses
|
interest
|
equity
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
Balance at
|
|
|
|
|
|
|
|
|
|
|
1
October 2022 (Audited)
|
6,556
|
2,636
|
(415)
|
(399)
|
5,162
|
20,359
|
(7,319)
|
2,469
|
29,049
|
|
Profit and total comprehensive expense
|
|
|
|
|
|
|
|
|
|
|
for the period
|
-
|
-
|
-
|
-
|
-
|
-
|
3,206
|
713
|
3,919
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(7,462)
|
-
|
(7,462)
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Own shares purchased in the
period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Own shares issued in the
period
|
-
|
-
|
303
|
-
|
-
|
-
|
(303)
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit to equity for
equity-settled share based payments
|
-
|
-
|
-
|
-
|
873
|
-
|
-
|
-
|
873
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Tax on share-based payment
transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
1
|
-
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax on share-based
payment transactions
|
-
|
-
|
-
|
-
|
-
|
-
|
8
|
-
|
8
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of non-controlling
interest on business combination
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
Balance at
|
|
|
|
|
|
|
|
|
|
|
30 September 2023
|
|
|
|
|
|
|
|
|
|
|
(Audited)
|
6,556
|
2,636
|
(112)
|
(399)
|
6,035
|
20,359
|
(11,869)
|
3,182
|
26,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated Cash Flow Statement
|
|
|
|
for the 26 weeks ended 30 March
2024
|
|
|
|
|
26 weeks
|
26
weeks
|
52
weeks
|
|
|
ended
|
ended
|
ended
|
|
|
30 March
|
1
April
|
30
September
|
|
|
2024
|
2023
|
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
|
Cash flow from operating activities
|
|
|
|
|
(Loss)/profit for the
period
|
(1,983)
|
706
|
3,919
|
|
Taxation
|
514
|
978
|
2,896
|
|
Finance costs
|
2,620
|
2,301
|
4,699
|
|
Finance income
|
(354)
|
(98)
|
(408)
|
|
Group operating profit
|
797
|
3,887
|
11,106
|
|
Adjustments for:
|
|
|
|
|
Depreciation of property, plant
and equipment
|
2,251
|
2,686
|
5,024
|
|
Depreciation of right-of-use
assets
|
8,865
|
9,012
|
18,157
|
|
Amortisation of intangible
assets
|
339
|
386
|
767
|
|
Loss on disposal of property,
plant and equipment and intangibles
|
25
|
69
|
224
|
|
Loss/(gain) on sublease
|
(153)
|
101
|
(240)
|
|
Impairment of property, plant and
equipment
|
23
|
54
|
91
|
|
Impairment of right-of-use
assets
|
569
|
5
|
346
|
|
Loss/(gain) on lease
disposal
|
660
|
(240)
|
(100)
|
|
Share option charge
|
94
|
675
|
873
|
|
Increase in earn out liability and
other provisions*
|
3,207
|
1,633
|
3,780
|
|
Non-cash loss on derivative
contracts
|
274
|
676
|
444
|
|
(Increase)/decrease in
receivables
|
(1,404)
|
(139)
|
761
|
|
(Increase)/decrease in
inventories*
|
1,221
|
(237)
|
2,255
|
|
Increase/(decrease) in
payables*
|
(1,526)
|
6,085
|
1,079
|
|
Cash generated by operations
|
15,242
|
24,653
|
44,567
|
|
Interest paid
|
(67)
|
(82)
|
(161)
|
|
Interest received on operational
cash balances
|
351
|
50
|
305
|
|
Interest element of lease
liabilities paid
|
(2,294)
|
(1,997)
|
(4,176)
|
|
Taxation paid
|
(1,858)
|
(1,991)
|
(3,301)
|
|
Net cash from operating
activities
|
11,374
|
20,633
|
37,234
|
|
Investing activities
|
|
|
|
|
Interest received on sublease
assets
|
29
|
29
|
58
|
|
Receipt of capital element of
sublease assets
|
318
|
213
|
555
|
|
Purchase of property, plant,
equipment
|
(1,802)
|
(1,931)
|
(4,017)
|
|
Direct costs relating to
right-of-use assets
|
(84)
|
-
|
(133)
|
|
Purchase of intangibles
|
(42)
|
(50)
|
(99)
|
|
Proceeds on disposal of property,
plant and equipment
|
9
|
-
|
25
|
|
Net cash
used in investment activities
|
(1,572)
|
(1,739)
|
(3,611)
|
|
Financing activities
|
|
|
|
|
Payment of capital element of
lease liabilities
|
(9,081)
|
(9,977)
|
(18,841)
|
|
Dividends paid
|
(4,717)
|
(5,104)
|
(7,462)
|
|
Financing arrangement
fees
|
-
|
(150)
|
(200)
|
|
Purchase of own shares
|
(53)
|
-
|
-
|
|
Receipt on disposal of own
shares
|
-
|
7
|
7
|
|
Net cash
used in financing activities
|
(13,851)
|
(15,224)
|
(26,496)
|
|
Net increase/(decrease) in cash
and cash equivalents
|
(4,049)
|
3,670
|
7,127
|
|
Cash and cash equivalents at
beginning of period
|
23,368
|
16,241
|
16,241
|
|
Cash and cash equivalents at end of period
|
19,319
|
19,911
|
23,368
|
|
* Certain items within cash
generated by operations for the 26 weeks ended 1 April 2023 have
been re-categorised to enhance comparability between
periods
|
|
|
|
|
|
| |
1.
General information
The interim report was approved by
the Board on 21 May 2024. The financial information for the 52 week
period ended 30 September 2023
has been based on information in the audited
financial statements for that period.
The comparative figures for the 52
week period ended 30 September 2023 are an abridged version of the
Group's full financial statements and, together with other
financial information contained in these interim results, do not
constitute statutory financial statements of the Group as defined
in section 434 of the Companies Act 2006. A copy of the
statutory accounts for that 52 week period has been delivered to
the Registrar of Companies. The auditor has reported on those
accounts: their report was unqualified, did not draw attention to
any matters by way of emphasis and did not contain a statement
under s498 (2) or (3) of the Companies Act 2006.
This condensed set of consolidated
financial statements has been prepared for the 26 weeks ended 30
March 2024 and the comparative period has been prepared for the 26
weeks ended 1 April 2023.
The interim financial statements
have not been audited or reviewed by auditors pursuant to the
Auditing Practices Board guidance on "Review of interim financial
information" and do not include all of the information required for
full annual financial statements.
Basis of preparation and accounting
policies
The financial statements of Topps
Tiles Plc have been prepared in accordance with UK-adopted
International Accounting Standards in conformity with the
requirements of the Companies Act 2006 and the disclosure guidance
and transparency rules sourcebook of the United Kingdom's Financial
Conduct Authority. The unaudited condensed consolidated set of
financial statements included in this half-yearly financial report
has been prepared in accordance with International Accounting
Standard 34 'Interim Financial Reporting', as adopted by the
European Union and in conformity with the requirements of the
Companies Act 2006. The same accounting policies, presentation and
methods of computation are followed in the condensed set of
financial statements as applied in the Group's latest annual
audited financial statements.
New and amended standards adopted by the
Group
The Group continues to monitor the
potential impact of other new standards and interpretations which
have been or may be endorsed and require adoption by the Group in
future reporting periods.
Going concern
When considering the going concern
assertion, the Board reviews several factors including a review of
risks and uncertainties, the ability of the Group to meet its
banking covenants and operate within its banking facilities based
on current financial plans, along with a detailed review of more
pessimistic trading scenarios that are deemed severe but plausible.
The two downside scenarios modelled include a moderate decline in
sales and a more severe decline in sales, which result in much
lower sales and gross profit than the base scenario, resulting in
worse profit and cash outcomes. The more severe downside scenario
modelled this year was based on a prolonged period of macroeconomic
stress in the UK, lasting for more than one year, with sales
falling 15% year-on-year across the remainder of FY24 and then a
further 10% decline year-on-year in FY25, in our main brand, Topps
Tiles. The scenario also assumes declines in gross margins
across the remainder of FY24 equating to a year-on-year decrease of
approximately 0.5 percentage points, followed by a further
1-percentage point decline year-on-year in FY25. This scenario also
assumes that variable costs would reduce in line with sales and
also includes direct mitigating cost reduction actions, which would
be taken if such a downturn occurred.
The Group has already taken a
number of actions to strengthen its liquidity over the recent
years, and the scenarios start from a position of relative
strength. The going concern review also outlined a range of
additional mitigating actions that could be taken in a severe but
plausible trading scenario. These included, but were not limited
to, savings on store employee costs, savings on central support
costs, reduced marketing activity, a reduction of capital
expenditure, management of working capital and suspension of the
dividend. The Group's cash headroom and covenant compliance was
reviewed against current lending facilities in both the base case
and the severe but plausible downside scenarios. The current
lending facility, of £30.0 million, was refinanced in October 2022
and expires at the earliest in October 2026. In all scenarios, the
Board has concluded that there is sufficient available liquidity,
with no utilisation of the current lending facility, and sufficient
covenant headroom for the Group to continue to meet all of its
financial commitments as they fall due for the foreseeable future,
a period of not less than 12 months from the date of this report.
Accordingly, the Board continues to adopt the going concern basis
in preparing the financial statements.
Reclassification of Lease Income and Finance Lease
Income
During the period to 30 September
2023, the Group reclassified income received as a lessor set out in
the Consolidated Statement of Profit or Loss from distribution and
selling costs into other income. This reclassification has been
reflected in the Consolidated Statement of Profit or Loss for the
period ended 1 April 2023 resulting in an increase of £402,000 in
distribution and selling costs and a corresponding entry into other
income of £402,000. There is no impact on operating profit for the
26 weeks to 1 April 2023 as presented, however, the updated
presentation more clearly discloses the income received where the
Group acts as a lessor from both operating and finance leases.
There is no impact on the Consolidated Statement of Financial
Position or the Consolidated Cash Flow Statement.
2.
Business segments
The Group trades in three related
sectors, which are Omni-Channel, Commercial and Online Pureplay.
The Board receives monthly financial information at this level and
uses this information to monitor performance, allocate resources
and make operational decisions. The Group sells tiles and
tile-associated products in each of these sectors, predominantly to
UK-based retail, trade and commercial customers, and offers a range
of delivery and collection options for orders.
Revenue can be split by the
following geographical regions:
|
26 weeks
ended
30 March
2024
£'000
(Unaudited)
|
26
weeks
ended
1
April
2023
£'000
(Unaudited)
|
52
weeks
|
ended
|
30
September
|
2023
|
£'000
|
(Audited)
|
|
UK
|
122,444
|
130,003
|
262,315
|
EU
|
179
|
255
|
267
|
Rest of World
|
151
|
52
|
132
|
Total
|
122,774
|
130,310
|
262,714
|
3. Taxation
|
26 weeks
ended
30 March
2024
£'000
(Unaudited)
|
26
weeks
ended
1
April
2023
£'000
(Unaudited)
|
52
weeks
ended
30
September
2023
£'000
(Audited)
|
|
|
|
|
|
Current tax - debit for the
period
|
513
|
1,010
|
2,768
|
Current tax - adjustment in
respect of prior periods
|
-
|
-
|
74
|
Deferred tax - debit / (credit)
for the period
|
1
|
(32)
|
(64)
|
Deferred tax - adjustment in
respect of previous periods
|
-
|
-
|
118
|
Effect of tax rate change on
opening balance
|
-
|
-
|
-
|
|
514
|
978
|
2,896
|
|
4. Interim dividend
An interim dividend of 1.20p
(2023: 1.20p) per ordinary share has been declared. A final
dividend of 2.40p per ordinary share was approved and paid in the
period, in relation to the 52-week period ended 30 September
2023.
5. Earnings per share
The calculation of earnings per
share is based on the earnings for the financial period
attributable to equity shareholders and the weighted average number
of ordinary shares.
|
26 weeks
|
26
weeks
|
52
weeks
|
|
ended
|
ended
|
ended
|
|
30 March
|
1
April
|
30
September
|
|
2024
|
2023
|
2023
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Weighted average number of issued
shares for basic earnings per share
|
196,681,818
|
196,681,818
|
196,681,818
|
Weighted average impact of
treasury shares for basic earnings per share
|
(108,287)
|
(525,062)
|
(381,300)
|
Total weighted average number of
shares for basic earnings per share
|
196,573,531
|
196,156,756
|
196,300,518
|
Weighted average number of shares
under option
|
2,616,664
|
1,025,157
|
2,973,070
|
For diluted earnings per
share
|
199,190,195
|
197,181,913
|
199,273,588
|
|
|
|
|
|
£'000
|
£'000
|
£'000
|
(Loss)/profit for the
period
|
(2,195)
|
482
|
3,206
|
Adjusting items
|
4,221
|
2,605
|
5,599
|
Adjusted profit for the
period
|
2,026
|
3,087
|
8,805
|
|
|
|
|
Earnings per ordinary share -
basic
|
(1.12p)
|
0.25p
|
1.63p
|
Earnings per ordinary share -
diluted
|
(1.10p)
|
0.24p
|
1.61p
|
Earnings per ordinary share -
adjusted
|
1.03p
|
1.57p
|
4.49p
|
The calculation of the basic and
diluted earnings per share used the denominators as shown above for
both basic and diluted earnings per share.
Adjusted earnings per share for
the 26 weeks ended 30 March 2024 were calculated after adjusting
for the post-tax impact of the following items: vacant property and
closure costs of £0.3m (2023: £0.6m), impairment of right-of-use
assets and lease exit gains and losses of £0.8m cost (2023: £0.1m
gain), Pro Tiler Limited share purchase expense of £3.1m (2023:
£1.7m) and restructuring and other one-off costs of nil (2023:
£0.4m).
6. Bank loans
`
|
26 weeks
ended
30 March
2024
£'000
|
26
weeks
ended
1
April
2023
£'000
|
52
weeks
ended
30
September
2023
£'000
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Bank loans (all
sterling)
|
-
|
-
|
-
|
The borrowings are repayable as
follows:
|
|
|
|
On demand or within one
year
|
-
|
-
|
-
|
In the second year
|
-
|
-
|
-
|
In the third to fifth
year
|
-
|
-
|
-
|
|
-
|
-
|
-
|
Less: total unamortised issue
costs
|
(213)
|
(250)
|
(200)
|
|
(213)
|
(250)
|
(200)
|
Issue costs to be amortised within
12 months
|
125
|
100
|
|
|
The Group has a revolving credit
facility to October 2026 of £30.0 million. As at 30 March 2024,
£nil of this facility was drawn (1 April 2023: £nil). The loan
facility contains financial covenants, which are tested on a
bi-annual basis. The Group did not breach any covenants in the
period.
7. Financial instruments
The Group has the following
financials instruments which are categorised as fair value through
profit and loss:
|
Carrying value and fair
value
|
|
26 weeks
ended
30 March
2024
£'000
|
26
weeks
ended
1
April
2023
£'000
|
52
weeks
ended
30
September
2023
£'000
|
|
|
|
|
|
|
|
(Unaudited)
|
(Unaudited)
|
(Audited)
|
Financial assets
|
|
|
|
Fair value through profit and
loss
|
(200)
|
(158)
|
74
|
Financial liabilities
|
|
|
|
Fair value through profit and
loss
|
-
|
-
|
-
|
|
| |
The fair values of financial
assets and financial liabilities are determined as
follows:
Foreign currency forward contracts
are measured using quoted forward exchange rates and yield curves
derived from quoted interest rates matching maturities of the
contracts.
The fair values are therefore
categorised as Level 2 (2023: Level 2), based on the degree to
which the fair value is observable. Level 2 fair value measurements
are those derived from inputs other than unadjusted quoted prices
in active markets (Level 1 categorisation) that are observable for
the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
At 30 March 2024 the fair value of
the Group's currency derivatives is a loss of £200,000 within trade
and other receivables (1 April 2023: £158,000). These amounts are
based on the market value of equivalent instruments at the
Statement of Financial Position date.
Losses of £274,000 are included in
cost of sales in the 26 weeks ended 30 March 2024 (26 weeks ended 1
April 2023: £676,000).
8. Share capital
The issued share capital of the
Group as at 30 March 2024 amounted to £6,556,000 (1 April 2023:
£6,556,000). The number of shares at 30 March 2024 were 196,681,818
(1 April 2023: 196,681,818).
9. Seasonality of sales
Historically there has not been
any material seasonal difference in sales between the first and
second half of the reporting period, with approximately 50% of
annual sales arising in the period from October to
March.
10. Related party transactions
MS Galleon AG is a related party
by virtue of their 29.8% shareholding (58,569,649 ordinary shares)
in the Group's total voting rights (1 April 2023: 29.8%
shareholding).
MS Galleon AG is the owner of
Cersanit, a supplier of ceramic tiles with whom the Group made
purchases of £474,000 during the first half of the year which is
0.8% of cost of goods sold (2023: purchases of £659,000 during the
first half of the year which is 1.1% of cost of goods
sold).
An amount of £262,000 was
outstanding with Cersanit at 30 March 2024 (1 April 2023:
£303,000). All transactions were conducted on commercial arm's
length terms.
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation and are not disclosed in this note, in
accordance with the exemption available under IAS 24.
11. Pro Tiler acquisition
The Group acquired a controlling
60% shareholding of Pro Tiler Limited on 9 March 2022, for total
consideration of £5.5 million, of which £5.3 million was cash paid.
The Group will acquire the remaining 40% of the issued share
capital early in the second half of 2024, based on an agreed
multiple of profits for the 12-month period to March 2024. At the
balance sheet date, the value of the earn-out provision totalled
£8.7m. In addition, immediately prior to the acquisition of the
remaining 40% of Pro Tiler Limited, a dividend of £1.1m is expected
to be declared and paid to the outgoing 40% shareholders of Pro
Tiler Limited, representing 40% of the post-tax profits of the
business in the period between March 2022 and March
2024.