Victoria PLC
('Victoria' or the
'Company', or the 'Group')
Half-year Report
for the
six months ended 28 September 2024
Continuing to position the business for
recovery
with lower fixed costs, higher
operational gearing, and increased market share
Victoria PLC (LSE: VCP), the
international designers, manufacturers and distributors of
innovative flooring, announces
its half-year report for the six months ended 28 September
2024, in line with the numbers announced in the
trading update of 15 October.
FINANCIAL AND OPERATIONAL
HIGHLIGHTS
Continuing operations1
|
26 weeks
ended
28 September
2024
|
26 weeks
ended
30
September 2023
|
|
|
|
Underlying revenue
|
£568.8m
|
£624.6m
|
Underlying
EBITDA2
|
£50.2m
|
£92.7m
|
Underlying EBITDA (Pre
IFRS-16)
|
£34.6m
|
£77.8m
|
Underlying operating
profit2
|
£7.7m
|
£51.8m
|
Statutory operating (loss) /
profit
|
(£140.8m)
|
£18.8m
|
Underlying (loss) / profit before
tax2
|
(£13.6m)
|
£31.5m
|
Statutory net loss after
tax
|
(£141.7m)
|
(£18.9m)
|
Underlying free cash
flow3
|
(£12.7m)
|
£29.1m
|
Net debt4
|
£658.2m
|
£695.6m
|
Net debt /
EBITDA5
|
6.2x
|
3.9x
|
Earnings / (loss) per
share
|
|
|
- Basic
|
(124.58p)
|
(16.43p)
|
- Diluted
adjusted2
|
(5.01p)
|
13.77p
|
1 The Group sold its B3
Ceramics Danismanlik ("Graniser") business on 18 November 2024 and
this has been classified as a discontinued operation. The financial
highlights above exclude the contribution of Graniser in both the
current and prior year period.
2 Underlying
performance is
stated before exceptional and non-underlying items.
In addition,
underlying profit before tax and adjusted EPS are stated before
non-underlying items within finance costs.
3 Underlying
free cash flow
represents cash flow after interest, tax and replacement capital
expenditure, but before investment in growth, financing activities
and exceptional items.
4 Net debt shown before
IFRS16 right-of-use lease liabilities, preferred equity, bond issue
premia and the deduction of prepaid finance
costs.
5 Leverage
shown
consistent with the measure used by our lending
banks.
Outlook
•
|
Flooring is a staple product required in every
building which has a very long growth trend and an assured
replacement cycle and the Board believe demand will rebound as
markets experience a more favourable interest rate
environment.
|
•
|
Despite market conditions Victoria has
improved its competitive differentiation and gained market share in
key markets.
|
•
|
£12 million has been permanently removed from
our fixed cost base during the period and a further £20 million per
annum of savings is being executed, such that the impact on FY2026
earnings will be circa £32 million in total. The challenging
trading environment has masked the financial impacts of these
changes, but they have minimised Victoria's fixed costs whilst
materially improved our operational leverage.
|
•
|
Careful management of integration projects and
cost savings to maintain unchanged access to production capacity,
allowing Victoria to rapidly increase output to meet future demand
more efficiently.
|
•
|
The Board believe that demand
normalisation should deliver a volume uplift from current levels of
more than 20%, with each 5% increase expected to drive a greater
than £25 million increase in Victoria's earnings.
|
Geoff
Wilding, Executive Chairman of Victoria PLC
commented: "The long-term
prospects for Victoria, continue to be exciting and we believe we
have a clear path to return to mid-high teen EBITDA
margins.
In the short term, even with subdued demand
profits should begin to recover with the effects of the 'self-help'
work undertaken to improve efficiency and take market
share.
In the medium term, as demand normalises, we
are confident Victoria's revenue will recover and with the higher
operational leverage now inherent in the business due to the
integration projects and cost initiatives management have executed
this year (and which are ongoing), we anticipate earnings
increasing sharply with mid-high teen margins
achievable."
Investor presentation
Geoff Wilding, Executive Chairman,
Philippe Hamers, Group Chief Executive and Brian Morgan, Group
Chief Financial Officer will provide a live presentation relating
to the half-year report via the Investor Meet Company platform
today (Tuesday 26 November 2024) at 13:30 GMT.
The presentation is open to all existing and
potential shareholders. Investors can sign up to
Investor Meet Company for free to attend the
presentation
here.
Investors who already follow Victoria PLC on
the Investor Meet Company platform will automatically be
invited.
The results presentation will be
made available on the Company's website on the day of
results here.
For more
information contact:
Victoria
PLC
Geoff Wilding, Executive Chairman
Philippe Hamers, Group Chief
Executive
Brian Morgan, Chief Financial
Officer
|
www.victoriaplc.com/investors-welcome
Via Walbrook PR
|
Singer
Capital Markets (Nominated Adviser and Joint
Broker)
Rick Thompson, Phil Davies, James
Fischer
|
+44 (0)20 7496
3095
|
Berenberg
(Joint Broker)
Ben Wright, Richard Bootle
|
+44 (0)20 3207
7800
|
Walbrook PR
(Media & Investor Relations)
Paul McManus, Louis Ashe-Jepson,
Alice Woodings
|
+44 (0)20 7933 8780
or victoria@walbrookpr.com
+44 (0)7980 541 893
/ +44 (0)7747 515 393 /
+44
(0)7407 804 654
|
|
|
|
About
Victoria PLC (www.victoriaplc.com)
Established in 1895 and listed since 1963 and
on AIM since 2013 (VCP.L), Victoria PLC, is an international
manufacturer and distributor of innovative flooring products. The
Company, which is headquartered in Worcester, UK, designs,
manufactures and distributes a range of carpet, flooring underlay,
ceramic tiles, LVT (luxury vinyl tile), artificial grass and
flooring accessories.
Victoria has operations in the UK, Spain,
Italy, Belgium, the Netherlands, Germany, Turkey, the
USA, and Australia and employs approximately 5,600 people
across more than 30 sites. Victoria is Europe's largest carpet
manufacturer and the second largest in Australia, as well as the
largest manufacturer of underlay in both regions.
The Company's strategy is designed to create
value for its shareholders and is focused on consistently
increasing earnings and cash flow per share via acquisitions and
sustainable organic growth.
CHAIRMAN & CHIEF EXECUTIVE'S LETTER TO
SHAREHOLDERS
H1, Financial
Year1
|
2025
|
2024
|
2023
|
2022
|
2021
|
2020
|
Revenue
|
£568.8
|
£624.6m
|
£771.5m
|
£489.0 m
|
£305.5m
|
£312.9m
|
EBITDA
|
£50.2m
|
£92.7m
|
£100.1m
|
£84.5m
|
£52.4m
|
£58.5m
|
Margin
|
8.8%
|
14.8%
|
13.0%
|
17.3%
|
17.2%
|
18.7%
|
The flooring industry continues to experience
the longest period of subdued (albeit now appearing to be
stabilising) consumer demand in a generation as a result of
macroeconomic pressures. We are confident the factors that have
been impacting demand are transitory, and at some point, the
headwinds the industry has experienced for the last two years will
turn into tailwinds and the Board is encouraged by recent positive
data in Victoria's end markets. For example, a key driver of demand
is housing transactions and in the last quarter increased mortgage
approvals, rising house prices, and lower interest rates have been
reported in our key markets and these are all precursors to
increased transactions and consequently flooring demand as
consumers refresh their property before placing it on the market or
refurbish their new home. Similarly, as incomes have caught up with
inflation alongside lower mortgage expenses, consumer discretionary
spending is also likely to increase, which also drives flooring
sales. Weak consumer demand for flooring has historically
always resulted in revenue deferred, not revenue forgone - the
threadbare rug or stained carpet reluctantly tolerated during
economic hard times is immediately replaced when a recovery in
discretionary spending power allows.
Nevertheless, Victoria is seizing the
opportunity that the current environment provides to become more
efficient and grow market share. Primarily the improved efficiency
will come from the integration of recent acquisitions, but much
opportunity also exists to reduce costs when every expense item is
forensically examined for savings. As a result, we will be well
positioned for the recovery when it arrives with lower fixed costs,
higher operational gearing, and increased market share.
OPERATIONAL
REPORT BY DIVISION
UK &
Europe Soft Flooring
|
H1 FY251
|
H1 FY241
|
Volumes
|
60.3 million
sqm
|
61.1 million
sqm
|
Revenue
|
£284.8
million
|
£318.6
million
|
EBITDA
|
£25.5 million
|
£43.2 million
|
Margin
|
8.9%
|
13.6%
|
Soft demand across almost all its markets
impacted revenue and margins in the UK & Europe Soft Flooring
division although we are confident we have been successful at
improving our market position in the UK. For example, the
predominant component of our UK business is the delivery of 'cut
lengths' (i.e. carpet cut to size for a specific consumer order),
and in the last 90 days the rolling four-week average order intake
is c.15% above the same period last year in what we know remains a
soft market.
Earnings in this division were particularly
impacted by the performance of Balta, the Group's
Belgium-headquartered rug manufacturer and distributor. Government
mandated labour cost inflation combined with below forecast volume
and pressure on selling prices compressed margins during the
period. However, these factors are being mitigated through
transference of capacity to the Group's modern Turkish factory in
Usak alongside very material reductions in FTE. A reduction of more
than 700 FTE in Belgium has been achieved to date with further
savings underway that are expected to lower costs by an additional
£10 million per annum (approximately half these annual savings will
be seen in H2 FY2025, with the balance delivered to impact FY2026)
without any loss of production capacity.
Other initiatives to reduce costs and/or grow
market share executed during the period included:
·
Integration of our UK distribution businesses was completed
in September with immediate savings totalling circa £5 million per
annum. This will therefore benefit H2 FY2025, but the full year
effect will be seen in FY2026.
·
Operational integration of our two underlay businesses, which
included the closure of one plant in Scotland and (post the H1
balance sheet date) an upgrade of the Haslingden manufacturing
plant is expected to provide annual savings of more than £4 million
- £1 million of which will benefit H2 FY2025, with the full impact
in FY2026.
·
During the period Victoria expanded its Alliance logistics
platform into Northern Ireland and the Republic of Ireland -
allowing us to provide the same level of service to retailers in
these important markets as it does in the UK. Alliance continues to
be a key differentiator, separating Victoria from the continental
carpet suppliers by meaningfully enhancing our service proposition.
Retailers place great value on fast, on-time delivery as it allows
them to reduce their inventory levels and warehouse
overheads.
UK &
Europe Ceramic Tiles
|
H1 FY251
|
H1 FY241
|
Volumes
|
17.4 million
sqm
|
18.3 million
sqm
|
Revenue
|
£151.4
million
|
£166.5
million
|
EBITDA
|
£19.5
million
|
£36.1
million
|
Margin
|
12.9%
|
21.7%
|
Continued soft demand alongside competition
from cheaper imported product has maintained pressure on volumes
and selling prices and this is reflected in earnings for the
period.
Aggressive action is being taken to mitigate
the effects of low demand and increased competition, whilst
ensuring the business preserves its production capacity:
·
Installation of a new, ultra-efficient production line in
Spain. This will take about 12 months to complete but work is
underway and the first stage will be delivered in mid-FY2026, which
will positively impact earnings and cash flow that year. However,
the full benefit will be seen in the following year and is expected
to improve earnings by £16-19 million, based on current market
conditions.
·
Full integration of the ceramics production facilities to
enhance efficiency by allocating specific tile formats to the
optimal plant, irrespective of geographic location, as noted in the
Group's 2024 full year results.
·
Post the H1 balance sheet date Victoria sold the Turkish
ceramic tile manufacturer, Graniser, in a €36.8 million transaction
that will provide Victoria's ceramic tiles business continued
access to cost-effective tiles whilst contributing towards the
deleveraging of the Group's balance sheet by reducing leverage by
approximately 0.5 times.
Australia
|
H1 FY251
|
H1 FY241
|
Volumes
|
11.4 million
sqm
|
11.3 million
sqm
|
Revenue
|
£54.7
million
|
£54.0
million
|
EBITDA
|
£7.2
million
|
£6.9
million
|
Margin
|
13.2%
|
12.8%
|
The Australian management have been able to
achieve a very solid result, despite similar softness in demand
that has been experienced in other markets.
It is worth reminding shareholders that,
despite being 10,000 miles from the majority of Victoria's
businesses and enjoying few of the synergy benefits our other
operations do, the Australian division consistently generates
between 35-40% return on capital employed.
North
America
|
H1 FY251
|
H1 FY241
|
Volumes
|
3.4 million
sqm
|
3.5 million
sqm
|
Revenue
|
£77.9
million
|
£85.5
million
|
EBITDA
|
£2.4
million
|
£9.6
million
|
Margin
|
3.1%
|
11.2%
|
Victoria's US strategy has been to acquire
good brands and distribution (not manufacturing)
businesses, which sell the same categories of product as the Group
manufactures or sells in Europe. Management had expected demand to
recover during FY2025 and had positioned the business accordingly,
but with US mortgage rates remaining close to 7% and housing
transactions sitting at 25-year lows (both key drivers of flooring
sales), demand remained subdued.
Therefore, we are taking the necessary actions
to restore profitability in what remains a challenging
market:
·
Restructuring actions to reduce SG&A by approximately
$7.5 million per annum, including a reduction in corporate and
warehouse personnel, as well as other controllable
expenses.
·
Commercial excellence initiatives to improve profitability
including minimum order quantity policies, improved inventory
positioning, and pricing enhancements to achieve improved gross
margin performance and reduce transportation spend.
·
Cost cuts at our partner factories to improve landed product
costs in several key products.
·
Across the board price increases to offset the increase in
COGS due to higher sea freight expenses.
The full impact of these actions is expected
to impact earnings by February of 2025.
1 FY25 and FY24
performance is
stated on a continuing and underlying basis: excluding discontinued
operations; and before exceptional and non-underlying
items.
CASHFLOW
& LIQUIDITY
Net operating cash flow before interest, tax
and exceptional items was £31.7 million for the half year ended 28
September. Importantly, after three consecutive years of cash being
absorbed in working capital, there was a decrease of £2.1 million
in H1 FY2025. This must - and will - continue to improve with
specific plans being executed by all managers.
Victoria continued to maintain a strong
liquidity position and the Group finished the period with cash and
undrawn credit lines in excess of £200 million.
During the year the Company has completed the
sale of a property in Belgium for €39.7 million and (post the H1
balance sheet date) realised €36.8 million from the sale of
Graniser, which reduced leverage by 0.5 times.
OUTLOOK
It is easy, almost inevitable, during
challenging periods for investors and management to focus almost
entirely on the short term, but I think it is useful to maintain
awareness of the long-term prospects for Victoria, which continues
to be exciting:
·
Flooring is a staple product required in every building and
has a very long growth trend and an assured replacement cycle.
Macro-economic drivers will influence spending for periods, but
underlying factors (continually ageing housing stock with interiors
requiring repair and renovation, higher household formation, broad
housing shortages, increasingly style-conscious consumers, and new
construction) inexorably increase demand over time and, as has
happened in previous cycles, we believe demand will rebound as our
markets experience a more favourable interest rate
environment.
·
It is important to remember that our competitors are
experiencing the same market conditions and, as we have executed on
our integration projects, we have been able to improve our
competitive differentiation and gain market share in key markets.
This gain has been camouflaged by the temporary fall in the size of
the market and pricing pressures, but it is no less real for
that.
·
£12 million has been permanently removed from our fixed cost
base during the period and more than £35 million in the last 18
months. (A further £20 million of annual savings are being
executed). The challenging trading environment has masked the
financial impacts of these changes, but they have minimised
Victoria's fixed costs whilst materially improved our operational
leverage.
·
We have been extremely careful with all the integration
projects and cost savings to maintain unchanged access to
production capacity. Consequently, Victoria will be able to rapidly
increase output to meet the anticipated future demand - and will
meet it more efficiently than it ever has done in the
past.
·
In calendar 2023, flooring volume across Victoria's key
markets was estimated to be some 20% below the levels of 2019
(which were broadly in line with the 25-year average growth rate).
Simple reversion to the mean therefore suggests demand
normalisation should deliver a volume uplift from current levels of
more than 20%. Whilst the Group's FY2025 financial outlook is
largely based on current demand, it is interesting to note the
potential impact normalising demand could have on the business as
each 5% increase in volume is expected to drive a greater than £25
million increase in Victoria's earnings.
In the short term, even with subdued demand
profits should begin to recover with the effects of the 'self-help'
work undertaken to improve efficiency and take market
share.
In the medium term, as demand normalises, we
are confident Victoria's revenue will recover and with the higher
operational leverage now inherent in the business due to the
integration projects and cost initiatives management have executed
this year (and which are ongoing), we believe we have a clear path
to return to mid-high teen EBITDA margins.
Geoff
Wilding
Executive
Chairman
Philippe
Hamers
Group Chief
Executive
Condensed Consolidated Statements of Cash
Flows
For the 26 weeks ended 28 September 2024
(unaudited)
|
|
26 weeks
ended
|
26 weeks
ended
|
52 weeks
ended
|
|
|
28 September
2024
|
30
September 2023
|
30 March
2024
|
|
|
|
|
(audited)
|
|
|
|
(Restated)
|
(Restated)
|
|
|
£m
|
£m
|
£m
|
|
|
|
|
|
Cashflow from operating activities
|
|
|
|
|
|
|
|
|
|
Operating (loss) /
profit
|
|
(140.8)
|
18.8
|
(64.8)
|
Adjustments for:
|
|
|
|
|
Depreciation and amortisation of
IT software
|
|
48.4
|
44.7
|
94.0
|
Amortisation of acquired
intangibles
|
|
18.1
|
19.9
|
40.0
|
Hyperinflation impact
|
|
(1.8)
|
(5.0)
|
(13.2)
|
Acquisition-related performance
plan (credit) / charge
|
|
(0.1)
|
5.3
|
6.7
|
Acquisition-related performance
plan (earn-out) payment
|
|
(1.9)
|
(9.5)
|
(10.8)
|
Amortisation of government
grants
|
|
(1.2)
|
(0.4)
|
(0.9)
|
Profit / (loss) on disposal of
investments and property, plant and equipment
|
|
3.3
|
(0.7)
|
(2.1)
|
Working capital provision
charge
|
|
(0.4)
|
(0.1)
|
(0.5)
|
Impairment charge
|
|
120.0
|
-
|
72.5
|
Share incentive plan
charge
|
|
1.8
|
1.2
|
2.7
|
Defined benefit pension
|
|
-
|
(0.4)
|
0.1
|
|
|
|
|
|
Net cash flow from operating activities before movements in
working capital, tax and interest payments
|
|
45.4
|
73.8
|
123.7
|
Change in inventories
|
|
(18.7)
|
(21.6)
|
14.1
|
Change in trade and other
receivables
|
|
8.3
|
17.1
|
23.3
|
Change in trade and other
payables
|
|
12.5
|
(16.2)
|
(48.3)
|
Change in provisions
|
|
(2.4)
|
(12.0)
|
(11.7)
|
Cash generated by continuing operations before tax and
interest payments
|
|
45.1
|
41.1
|
101.1
|
Interest paid on loans and
notes
|
|
(17.1)
|
(13.1)
|
(29.7)
|
Interest relating to right-of-use
lease assets
|
|
(4.1)
|
(3.3)
|
(6.6)
|
Income taxes paid
|
|
-
|
1.0
|
(2.3)
|
Net cash flow from discontinued
operations
|
|
(14.8)
|
(3.6)
|
(8.2)
|
Net cash inflow from operating activities
|
|
9.1
|
22.1
|
54.3
|
Investing activities
|
|
|
|
|
Purchases of property, plant and
equipment
|
|
(33.7)
|
(27.2)
|
(57.8)
|
Purchases of intangible
assets
|
|
(0.6)
|
(1.2)
|
(4.0)
|
Proceeds on disposal of property,
plant and equipment
|
|
1.2
|
2.0
|
28.5
|
Deferred consideration and
earn-out payments
|
|
(1.0)
|
(1.0)
|
(4.1)
|
Proceeds on disposal of real
estate via sale and leaseback
|
|
30.4
|
-
|
-
|
Proceeds on disposal of business,
net of cash
|
|
1.2
|
-
|
-
|
Investing activities cashflow from
discontinued operations
|
|
(0.4)
|
(0.4)
|
(0.7)
|
Net cash used in investing activities
|
|
(2.9)
|
(27.8)
|
(38.1)
|
Financing activities
|
|
|
|
|
Proceeds from debt
|
|
46.4
|
53.8
|
36.7
|
Repayment of debt
|
|
(57.7)
|
(24.6)
|
(33.4)
|
Buy back of ordinary
shares
|
|
(1.1)
|
-
|
(3.2)
|
Payments under right-of-use lease
obligations
|
|
(14.8)
|
(12.8)
|
(28.2)
|
Cashflow from other financing
activities
|
|
-
|
0.2
|
0.9
|
Financing activities cashflow from
discontinued operations
|
|
16.3
|
5.6
|
10.2
|
Net cash (used) / generated in financing
activities
|
|
(10.9)
|
22.2
|
(17.0)
|
Net decrease in cash and cash equivalents
|
|
(4.7)
|
16.5
|
(0.8)
|
Cash and cash equivalents at
beginning of period
|
|
87.2
|
90.4
|
90.4
|
Effect of foreign exchange rate
changes
|
|
(1.0)
|
(1.3)
|
(2.4)
|
Cash and cash equivalents at end of period
|
|
81.5
|
105.6
|
87.2
|
|
|
|
|
|
Comprising:
|
|
|
|
|
Cash and cash
equivalents
|
|
95.0
|
105.8
|
94.8
|
Bank overdrafts
|
|
(13.5)
|
(0.2)
|
(7.6)
|
|
|
81.5
|
105.6
|
87.2
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
Net cash (outflow) / inflow from
operating activities
|
|
(14.8)
|
(3.6)
|
(8.2)
|
Net cash used in investing
activities
|
|
(0.4)
|
(0.4)
|
(0.7)
|
Net cash generated in financing
activities
|
|
16.3
|
5.6
|
10.2
|
Net decrease in cash and cash equivalents
|
|
1.1
|
1.6
|
1.3
|
Cash and cash equivalents at
beginning of period
|
|
1.3
|
0.9
|
0.9
|
Effect of foreign exchange rate
changes
|
|
(0.3)
|
(0.6)
|
(0.9)
|
Cash and cash equivalents at end of period
|
|
2.1
|
1.9
|
1.3
|
|
|
|
|
|
Cash and cash equivalents presented above will
differ to the balance sheet due to the reclassification of assets
held for sale in the current year and specific bank overdrafts
reclassified to financing activities within the cashflow
statement.
Notes
1. General
information
These condensed consolidated financial
statements for the 26 weeks ended 28 September 2024 have not been
audited or reviewed by the Auditor. They were approved by the Board
of Directors on 25 November 2024.
The information for the 52 weeks ended 30
March 2024 does not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006. A copy of the statutory
accounts for that year has been delivered to the Registrar of
Companies.
The Auditor's report on those accounts was
unmodified and did not include a reference to any matter to which
the Auditor drew attention by way of emphasis without qualifying
the report and did not contain statements under Section 498(2) or
498(3) of the Companies Act 2006.
2. Basis of
preparation and accounting policies
These condensed consolidated financial
statements should be read in conjunction with the Group's financial
statements for the 52 weeks ended 30 March 2024, which were
prepared in accordance with UK-adopted International Financial
Reporting Standards.
These interim financial statements have been
prepared following AIM Rule 18 and on a consistent basis and in
accordance with the accounting policies set out in the Group's
Annual Report and Financial Statements for the 52 weeks ended 30
March 2024.
Having reviewed the Group's projections and
taking account of reasonably possible changes in trading
performance, the Directors believe they have reasonable grounds for
stating that the Group has adequate resources to continue in
operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt
the going concern basis in preparing the financial statements of
the
Group.
Hyperinflation
accounting
The inflation rate used by the Group is the
official rate published by the Turkish Statistical Institute,
TurkStat. The movement in the publicly available official price
index for the 26 weeks ended 28 September 2024 was 18% (26 weeks
ended 30 September 2023:
33%).
Non-underlying items
Non-underlying items are material non-trading
income and costs and non-underlying finance costs as defined by the
Directors. In line with IAS 1 para 85, the non-underlying items are
disclosed separately in the Consolidated Income Statement given, in
the opinion of the Directors, such presentation is relevant to an
understanding of the Group's financial performance.
Discontinued
operations
A discontinued operation is a component of the
Group that either has been disposed of or is classified as held for
sale, and:
• represents a separate major line of business
or geographical area of operations;
• is part of a single co-ordinated plan to
dispose of a separate major line of business or geographical area
of operations; or
• is a subsidiary acquired exclusively with a
view to trade.
Profit or loss from discontinued operations,
including prior year components, are presented as a single movement
in the statement of comprehensive income. This amount is comprised
of the post-tax profit or loss from discontinued operations and the
post-tax gain or loss resulting from the
disposal.
Balance sheet
restatement at 30 September 2023
Consistent with the March FY24 year end, a
prior period restatement has been made to reclassify rebate
accruals (£9.3m), previously included within accruals, to be offset
against trade receivables and similarly rebate accruals that were
previously netted off against trade receivables have been included
within accruals, in accordance with the Group accounting
policy.
A prior period restatement has been made to
reclassify provisions (£7.8m), which were previously included
within other liabilities, to the appropriate provisions
category.
In addition, consistent with March FY24 year
end, a prior period restatement has been made to recognise
inventory in transit (£4.3m) not previously recognised, impacting
balance sheet only.
3. Segmental
information
The Group is organised into four operating
segments: soft flooring products in UK & Europe; ceramic tiles
in UK & Europe; flooring products in Australia; and flooring
products in North America. The Executive Board (which is
collectively the Chief Operating Decision Maker) regularly reviews
financial information for each of these operating segments in order
to assess their performance and make decisions around strategy and
resource allocation at this level.
The UK & Europe Soft Flooring segment
comprises legal entities primarily in the UK, Republic of Ireland,
the Netherlands and Belgium (including manufacturing entities in
Turkey and a distribution entity in North America), whose
operations involve the manufacture and distribution of carpets,
rugs, flooring underlay, artificial grass, LVT, and associated
accessories. The UK & Europe Ceramic Tiles segment comprises
legal entities primarily in Spain, Turkey, Italy, UK and France,
whose operations involve the manufacture and distribution of wall
and floor ceramic tiles. The Australia segment comprises legal
entities in Australia, whose operations involve the manufacture and
distribution of carpets, flooring underlay and LVT. The North
America segment comprises legal entities in the USA, whose
operations involve the distribution of hard flooring, LVT and
ceramic tiles.
Whilst additional information has been
provided in the operational review on sub-segment activities,
discrete financial information on these activities is not regularly
reported to the CODM for assessing performance or allocating
resources.
No operating segments have been aggregated
into reportable segments.
Both underlying operating profit and reported
operating profit are reported to the Executive Board on a segmental
basis.
Transactions between the reportable segments
are made on an arm length's basis. The reportable segments exclude
the results of non-revenue generating holding companies, including
Victoria PLC. These entities' results have been included as
unallocated central expenses in the tables below.
4.
Exceptional and non-underlying items
|
|
|
|
26 weeks ended 28 September
2024
|
26 weeks
ended 30 September 2023
|
|
|
|
|
|
(Restated)
|
|
|
£m
|
£m
|
Exceptional items
|
|
|
|
(a)
|
Acquisition and disposal related
costs
|
|
(0.3)
|
(0.7)
|
(b)
|
Reorganisation and other
costs
|
|
(0.3)
|
(7.2)
|
(c)
|
Gain on disposal of fixed assets
and investments
|
|
2.9
|
-
|
(d)
|
Loss on disposal of
subsidiaries
|
|
(6.8)
|
-
|
(e)
|
Asset impairment
|
|
(120.0)
|
-
|
|
|
(124.5)
|
(7.9)
|
|
|
|
|
|
|
|
|
|
|
26 weeks ended 28 September
2024
|
26 weeks
ended 30 September 2023
|
|
|
|
(Restated)
|
Non-underlying operating items
|
|
£m
|
£m
|
|
|
|
|
|
|
(f)
|
Acquisition-related performance
plans
|
|
0.1
|
(5.3)
|
(g)
|
Non-cash share incentive plan
charge
|
|
(1.8)
|
(1.2)
|
(h)
|
Amortisation of acquired
intangibles (excluding hyperinflation)
|
|
(18.4)
|
(19.4)
|
(i)
|
Depreciation of fair value uplift
to acquisition property, plant and machinery
|
|
(3.3)
|
(2.7)
|
(j)
|
Hyperinflation depreciation
adjustment
|
|
(2.3)
|
(1.6)
|
(k)
|
Hyperinflation amortisation
adjustment
|
|
-
|
-
|
(l)
|
Hyperinflation monetary
gain
|
|
6.4
|
10.7
|
(m)
|
Other hyperinflation adjustments
(excluding depreciation and monetary gain)
|
|
(4.7)
|
(5.6)
|
|
|
(24.0)
|
(25.1)
|
|
|
|
|
|
|
Total
|
|
(148.5)
|
(33.0)
|
(a) One-off third-party professional fees in
connection with prospecting and completing specific acquisitions
and disposals during the period.
(b) In the prior year, the Group made a
significant investment decision in restructuring the Rugs and UK
broadloom businesses of Balta which represents the majority of the
£7.2 million, with small reorganisation and integration projects
around the Group contributing to the current year £0.3
million.
(c) Gain relating to the sale and leaseback of
a property in Belgium, whereby under IFRS 16, the majority of the
gain on the disposal has been presented within the carrying value
of the right of use asset.
(d) Non-cash charge relating to the loss on
disposal of Hanover Flooring during the period.
(e) Exceptional impairment charge in the 'UK
& Europe - Soft flooring (Rugs)' CGU, where the estimated
recoverable amount of the CGU was below the carrying value of
assets by £40 million due to the weak demand environment. As
no goodwill attaches to this CGU, the impairment charge was applied
against intangible fixed assets (£15.5m) and tangible fixed assets
(£24.5m). Further weaker demand in the European ceramics industry
has resulted in an impairment in the 'UK & Europe - Ceramic
Tiles (Spain)' CGU where the carrying value of assets exceeded the
recoverable amount of the CGU by £80 million. As no goodwill
attaches to this CGU, the impairment charge was applied against
intangible fixed assets (£50.3m) and tangible fixed assets
(£29.7m). While no impairment charge was taken against other CGUs
in the period, a reasonably probable change to key assumptions
within the recoverable value calculation, forecast revenue growth
and operating margins, could give rise to an impairment being due
on other CGUs.
(f) Credit / (charge) relating to the accrual
of expected liability under acquisition-related performance
plans.
(g) Non-cash, IFRS2 share-based payment charge
in relation to the long-term management incentive plans.
(h) Amortisation of intangible assets,
primarily brands and customer relationships, recognised on
consolidation as a result of business combinations.
(i) Cost of sales depreciation charge
reflecting the IFRS 3 fair value adjustment on buildings and plant
and machinery acquired on new business acquisitions, given this is
not representative of the underlying performance of those
businesses.
(j,k,l,m) Impact of hyperinflation indexation
in the period, see accounting policies. The hyperinflation impact
in the period on revenue was £0.7m (2023: £1.5m income), cost of
sales was £7.5m charge (2023: £8.5m (charge)) and admin expenses
was £6.3m income (FY23: £10.4m income).
Finance
costs
|
|
|
26 weeks ended 28 September
2024
|
26 weeks
ended 30 September 2023
|
|
|
|
|
(Restated)
|
|
|
£m
|
£m
|
Non-underlying finance items
|
|
|
|
(a)
|
Finance items related to preferred
equity
|
|
(3.3)
|
(14.0)
|
|
|
|
|
|
(b)
|
Unwinding of present value of
deferred and contingent earn-out liabilities
|
|
(0.1)
|
(0.3)
|
(c)
|
Fair value adjustment to deferred
consideration and contingent earnout
|
|
0.8
|
-
|
Acquisitions related
|
|
0.7
|
(0.3)
|
|
|
|
|
|
(d)
|
Amortisation inception
derivative
|
|
0.6
|
0.6
|
(e)
|
Mark to market adjustments and
gains on foreign exchange forward contracts
|
|
(2.0)
|
1.4
|
(f)
|
Translation difference on foreign
currency loans and cash
|
|
(1.5)
|
(3.3)
|
(g)
|
Hyperinflation - finance
portion
|
|
(0.2)
|
(1.6)
|
Other non-underlying
|
|
(3.1)
|
(2.9)
|
|
|
|
-
|
|
|
|
(5.7)
|
(17.2)
|
(a) The net impact of items relating to
preferred equity issued to Koch Equity Development during the
current and prior periods.
(b) Current period non-cash costs relating to
the unwind of present value discounts applied to deferred
consideration and contingent earn-outs on historical business
acquisitions. Deferred consideration is measured at amortised cost,
while contingent consideration is measured under IFRS 9 / 13 at
fair value. Both are discounted for the time value of
money.
(c) Fair value reduction to contingent
liability resulting in a change to the expected earnout due,
resulting in a credit.
(d) Attached to the senior notes is an early
repayment option which, on inception, was recognised as an embedded
derivative asset at a fair value of £4.3m. The value of the senior
debt liabilities recognised were increased by a corresponding
amount at initial recognition, which then reduces to par at
maturity using an effective interest rate method. A credit of £0.6m
was recognised in the period (2023: £0.6m).
(e) Non-cash fair value adjustments on foreign
exchange forward contracts.
(f) Net impact of exchange rate movements on
third party and intercompany loans.
(g) Other finance cost/income impact of
hyperinflation.
5.
Taxation
The statutory tax credit on continuing
operations of £26.1m (year ended 30 March 2024: tax credit of
£21.2m, comparative six month period: tax charge of £0.2m) which
represents an overall effective corporation tax rate of 15.6%. This
compares to 18.1% for the year ended 30 March 2024 and a -1.1% rate
for the comparative six-month period in the prior year.
The statutory tax credit on continuing
operations of £26.1m is comprised of: a tax credit of £1.9m in
respect of underlying activity and a tax credit of £24.2m in
respect of non-underlying activity. The tax credit in respect of
discontinued operations is £1.8m.
The tax credit in respect of underlying
activity equates to an effective tax rate of 14% compared to 26.3%
for the comparative six month period in the prior year and 3.53%
for the year ended 30 March 2024. The rate of 14% has been
calculated using a combination of full year tax rate projections
applied to adjusted profit before tax for the period ended 30
September 2024 plus the performance of specific tax calculations by
territory where this is considered by management to be more
appropriate. This underlying tax rate also includes the expected
impact of the OECD Inclusive Framework agreement for a global
minimum corporate income tax rate of 15%, although the impact on
Victoria's results expects to be minimal.
The tax effect of non-underlying and
discontinued items has been based on the applicable rates of tax
applying to these items arising in the period ended 28 September
2024.
6. Earnings
per share
The calculation of the basic, adjusted and
diluted earnings / loss per share is based on the following
data:
|
|
26 weeks ended 28 September
2024
|
26
weeks ended 30 September 2023
|
|
|
Basic
|
Adjusted
|
Basic
|
Adjusted
|
|
|
|
|
(Restated)
|
(Restated)
|
|
|
£m
|
£m
|
£m
|
£m
|
Loss attributable to ordinary
equity holders of the parent entity
|
|
(141.7)
|
(141.7)
|
(18.9)
|
(18.9)
|
Exceptional and non-underlying
items:
|
|
|
|
|
|
Exceptional items
|
|
-
|
124.5
|
-
|
7.9
|
Non-underlying items
|
|
-
|
29.7
|
-
|
42.3
|
Tax effect on adjusted items where
applicable
|
|
-
|
(24.2)
|
-
|
(8.1)
|
(Loss) / earnings for the purpose
of basic and adjusted earnings per share from continuing
operations
|
|
(141.7)
|
(11.7)
|
(18.9)
|
23.2
|
Loss attributable to ordinary
equity holders of the parent entity from discontinued
operations
|
|
(30.9)
|
(5.2)
|
(3.6)
|
(0.5)
|
(Loss) / earnings for the purpose
of basic and adjusted earnings per share
|
|
(172.6)
|
(16.9)
|
(22.5)
|
22.7
|
Weighted
average number of shares
|
26 weeks ended 28 September
2024
|
26 weeks
ended 30 September 2023
|
|
Number
of shares
|
Number
of shares
|
|
(000's)
|
(000's)
|
Weighted average number of shares
for the purpose of basic and adjusted earnings per share
|
113,745
|
115,010
|
Effect of dilutive
potential ordinary shares:
|
|
|
Share options and
warrants
|
1,384
|
1,768
|
Weighted average number of
ordinary shares for the purposes of diluted earnings per
share
|
115,129
|
116,778
|
Preferred equity and
contractually-linked warrants
|
118,394
|
51,682
|
Weighted average number of
ordinary shares for the purposes of diluted adjusted earnings per
share
|
233,523
|
168,460
|
The potential dilutive effect of the share
options has been calculated in accordance with IAS 33 using the
average share price in the period.
The Group's earnings / loss per share are as
follows:
|
|
26 weeks ended 28 September
2024
|
26 weeks
ended 30 September 2023
|
|
|
|
|
|
|
Pence
|
Pence
|
Earnings / loss per share from continuing
operations
|
|
|
|
Basic loss per share
|
|
(124.58)
|
(16.43)
|
Diluted loss per share
|
|
(124.58)
|
(16.43)
|
Basic adjusted earnings / (loss)
per share
|
|
(10.29)
|
20.17
|
Diluted adjusted earnings / (loss)
per share
|
|
(5.01)
|
13.77
|
Loss per share from discontinued operations
|
|
|
|
Basic loss per share
|
|
(27.17)
|
(3.15)
|
Diluted loss per share
|
|
(27.17)
|
(3.15)
|
Earnings / loss per share
|
|
|
|
Basic loss per share
|
|
(151.74)
|
(19.61)
|
Diluted loss per share
|
|
(151.74)
|
(19.61)
|
Basic adjusted earnings / (loss)
per share
|
|
(14.86)
|
19.75
|
Diluted adjusted earnings / (loss)
per share
|
|
(7.24)
|
13.48
|
Diluted earnings per share for the period is
not adjusted for the impact of the potential future conversion of
preferred equity due to this instrument having an anti-dilutive
effect, whereby the positive impact of adding back the associated
financial costs to earnings outweighs the dilutive impact of
conversion/exercise. Diluted adjusted earnings per share does take
into account the impact of this instrument as shown in the table
above setting out the weighted average number of shares. Due to the
loss incurred in the year, in calculating the diluted loss per
share, the share options, warrants and preferred equity are
considered to be non-dilutive.
7. Rates of
exchange
|
|
26 weeks ended 28 September
2024
|
26
weeks ended 30 September 2023
|
52
weeks ended 30 March 2024
|
|
|
Average
|
Period end
|
Average
|
Period
end
|
Average
|
Period
end
|
|
|
|
|
|
|
|
|
Australia - AUD
|
|
1.9259
|
1.9347
|
1.9110
|
1.8975
|
1.9134
|
1.9369
|
Europe - EUR
|
|
1.1812
|
1.1969
|
1.1567
|
1.1528
|
1.1594
|
1.1690
|
United States - USD
|
|
1.2872
|
1.3371
|
1.2560
|
1.2197
|
1.2577
|
1.2626
|
Turkey - TRY
|
|
42.6819
|
45.6780
|
30.8810
|
33.4357
|
34.4101
|
40.8163
|
8.
Discontinued operations and assets available for
sale
Discontinued
operations
By the 28 September 2024, the Group committed
to a plan to dispose of B3 Ceramics Danismanlik ("Graniser")
following the negative impact of recent instability in several of
its key markets. Graniser is a specific business segment within the
UK & Europe - Ceramic Tiles (Spain / Turkey CGU).
As a result, the operations of Graniser have
been classified as discontinued operations in accordance with IFRS
5. The results of the discontinued operations for the period ended
28 September 2024 are summarised below:
|
26 weeks
ended
28 September
2024
|
26
weeks ended
30
September 2023
|
52 weeks ended
30 March 2024 (audited)
|
|
Underlying
performance
|
Non-
underlying
items
|
Reported
numbers
|
Underlying
performance
|
Non-
underlying
items
|
Reported
numbers
|
Underlying
performance
|
Non-
underlying
items
|
Reported
numbers
|
Income statement - Graniser
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
10.6
|
0.8
|
11.4
|
18.8
|
3.5
|
22.3
|
30.1
|
8.8
|
38.9
|
Cost of sales
|
(10.9)
|
(3.2)
|
(14.1)
|
(14.6)
|
(5.5)
|
(20.1)
|
(26.9)
|
(17.0)
|
(43.9)
|
Gross profit
|
(0.3)
|
(2.4)
|
(2.7)
|
4.2
|
(2.0)
|
2.2
|
3.2
|
(8.2)
|
(5.0)
|
Distribution and administrative
expenses
|
(2.1)
|
(21.1)
|
(23.2)
|
(1.7)
|
13.7
|
12.0
|
(2.7)
|
20.6
|
17.9
|
Other operating income
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
-
|
0.1
|
Operating profit / (loss)
|
(2.4)
|
(23.5)
|
(25.9)
|
2.5
|
11.7
|
14.2
|
0.6
|
12.4
|
13.0
|
Finance costs
|
(4.4)
|
(2.4)
|
(6.8)
|
(2.3)
|
(12.4)
|
(14.7)
|
(4.6)
|
(22.4)
|
(27.0)
|
Profit / (loss) before tax
|
(6.8)
|
(25.9)
|
(32.7)
|
0.2
|
(0.7)
|
(0.5)
|
(4.0)
|
(10.0)
|
(14.0)
|
Taxation (charge) /
credit
|
1.6
|
0.2
|
1.8
|
(0.7)
|
(2.4)
|
(3.1)
|
3.6
|
(1.9)
|
1.7
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations for the
period
|
(5.2)
|
(25.7)
|
(30.9)
|
(0.5)
|
(3.1)
|
(3.6)
|
(0.4)
|
(11.9)
|
(12.3)
|
Assets Held
for Sale
As of 28 September 2024, the Group classified
certain assets as held for sale, as the criteria for classification
under IFRS 5 had been met. These assets relate to B3 Ceramics
Danismanlik ("Graniser") which is a specific business segment
within the UK & Europe - Ceramic Tiles (Spain / Turkey
CGU).
The carrying amount of the assets and
liabilities held for sale are as follows:
|
28 September
2024
|
|
|
|
£m
|
|
|
Property, plant and
equipment
|
13.4
|
Right-of-use lease
assets
|
2.5
|
Inventories
|
16.7
|
Trade and other
receivables
|
8.8
|
Cash and cash
equivalents
|
2.1
|
Assets classified as held for sale
|
43.5
|
|
|
Trade and other current
payables
|
(9.5)
|
Obligations under right-of-use
leases - current
|
(0.7)
|
Other financial
liabilities
|
(17.8)
|
Obligations under right-of-use
leases - non-current
|
(1.8)
|
Retirement benefit
obligations
|
(3.3)
|
Liabilities classified as held for sale
|
(33.1)
|
The assets held for sale are measured at the
lower of their carrying amount or fair value less costs to sell. As
of 28 September 2024, an impairment loss of £26.6m has been
recognised in exceptional non-underlying administrative expenses to
reflect the reduction in fair value.
Subsequent to the reporting period, on 18
November 2024, the Group completed the sale of the Graniser
discontinued operation to Mr Hasan Akgün. Total consideration paid
by Mr Hasan Akgün was €36.8 million (£30.9m1) paid as
€10.0 million (£8.4 m1) cash on completion, plus the
assumption of €26.8 million (c. £22.5m1) of net
debt.
All obligations and liabilities associated
with the discontinued operation have been transferred to the buyer
as part of the transaction.
There were no other post balance sheet
events.
1Converted to GBP at a rate
of 1.19 GBP/EUR.