2 July
2024
Kitwave Group
plc
("Kitwave", the "Group" or the "Company")
Unaudited interim results for
the six months ended 30 April 2024
Kitwave Group plc (AIM: KITW), the
delivered wholesale business, is pleased to announce its unaudited
interim results for the six months ended 30 April 2024 ("the
period" or "H1 2024").
The tables and commentary below
include comparatives for both the six months ended 30 April 2023
(H1 2023) and the 12 months ended 31 October 2023 (FY
2023).
Highlights
·
Revenues up 8% to £297.0 million (H1 2023: £275.0 million; FY 2023: £602.2
million).
·
Consolidated gross margin stable at 21.5%
(H1 2023: 21.6%; FY 2023:
21.9%).
·
Adjusted EBITDA of £15.9 million (H1 2023: £16.0 million; FY 2023:
£41.1m).
·
Adjusted operating profit of £10.8m (H1 2023: £11.7 million; FY 2023:
£32.0m).
·
Cash generation from operating activities of £12.4
million (H1 2023: £11.7 million;
FY 2023: £30.3 million) leading to pre-tax operational cash
conversion of 93% (H1 2023: 87%;
FY 2023: 90%).
·
Investment in the business has continued ahead of
future potential growth opportunities, with operational and
financial benefits being realised from H2 2024 onwards.
·
Two successful acquisitions in the period have
both been integrated into the Group's Foodservice
division:
o WLG
(Holdings) Limited ("Wilds"), a composite family-run drinks
business based in Oldham; and
o Total Foodservice Solutions Limited ("Total Foodservice"), a
leading independent food wholesaler in the North of
England.
·
Paul Young retired as CEO
at the Group's AGM, with Ben Maxted, previously COO, stepping into
the position of CEO.
·
The Board has declared an increased interim
dividend of 3.85 pence per share (H1 2023: 3.75 pence per share) for
the six months to 30 April 2024. This dividend will be paid on 2
August 2024 to shareholders on the register at the close of
business on 12 July 2024 and the ex-dividend date will be 11 July
2024.
Financial
summary
|
H1
2024
Unaudited
£m
|
H1
2023
Unaudited
£m
|
FY
2023
Audited
£m
|
Revenue
|
297.0
|
275.0
|
602.2
|
|
|
|
|
Gross profit
|
63.7
|
59.3
|
132.1
|
Gross profit margin %
|
21.5%
|
21.6%
|
21.9%
|
|
|
|
|
Operating profit
|
9.3
|
10.2
|
29.4
|
Operating margin %
|
3.1%
|
3.7%
|
4.9%
|
|
|
|
|
Profit before tax
|
6.9
|
8.3
|
24.9
|
|
|
|
|
Net
cash inflow from operating activities
|
12.4
|
11.7
|
30.3
|
Pre-tax operational cash
conversion *
|
93%
|
87%
|
90%
|
*For more information on alternative performance measures
please see the glossary at the end of the
announcement.
Ben
Maxted, Chief Executive Officer of Kitwave,
commented:
"The Group has made positive
progress towards its strategic targets during H1 2024 with a series
of important investments that will benefit the Group in the long
term.
"The continuation of our acquisition
strategy saw Wilds and Total Foodservice brought into the Group,
growing our presence in the Foodservice sector in the North. Their
integration into the Group has gone well and workstreams to further
integrate the enlarged Northern Foodservice operation have
commenced.
"The construction of our new
Foodservice distribution site in the Southwest is close to
completion, which will both add capacity and further efficiencies
as we consolidate three existing depots. Ahead of the completion of
the new site, WestCountry has successfully migrated onto the
Group's ERP system to enable a smooth integration of the
businesses.
"As noted in the pre-close trading
update, operating profit for H1 2024 is slightly behind the prior
year due to investment and lower levels of demand in the Group's
Foodservice hospitality customer base. This, alongside the benefits
of the increased investment in infrastructure and the inclusion of
trade from Total Foodservice in H2 2024 will lead to the Company's
annual financial performance having an increased second-half
weighting.
"Despite the slight shortfall in
operating profit in H1 2024 and the continued wet weather in May
and early June, we expect to be in line with market expectations
for the full year ending 31 October 2024."
- Ends -
For
further information please contact:
Kitwave Group plc
Ben Maxted, Chief Executive
Officer
David Brind, Chief Financial
Officer
www.kitwave.co.uk
|
Tel: +44 (0) 191 259 2277
|
Canaccord Genuity Limited
(Nominated Adviser and Sole Broker)
Bobbie Hilliam
|
Tel: +44 (0) 20 7523 8150
|
Yellow Jersey PR
(Financial media and PR)
Charles Goodwin
Shivantha Thambirajah
Bessie Elliot
|
Tel: +44 (0) 20 3004 9512
|
Company Overview
Founded in 1987, following the acquisition of a single-site
confectionery wholesale business based in North Shields, United
Kingdom, Kitwave is a delivered wholesale business, specialising in
selling and delivering impulse products, frozen, chilled and fresh
foods, alcohol, groceries and tobacco to approximately 42,000,
mainly independent, customers.
With a network of 32 depots, Kitwave
is able to support delivery throughout the UK to a diverse customer
base, which includes independent convenience retailers, leisure
outlets, vending machine operators, foodservice providers and other
wholesalers, as well as leading national retailers.
The Group's growth to date has been
achieved both organically and through a strategy of acquiring
smaller, predominantly family-owned, complementary businesses in
the fragmented UK grocery and foodservice wholesale
market.
Kitwave Group plc (AIM: KITW) was
admitted to trading on AIM of the London Stock Exchange on 24 May
2021.
For further information, please
visit: www.kitwave.co.uk.
Chief Executive Officer's
statement
Introduction
The Group has made positive
operational and commercial progress during the period. We continued
to execute our growth strategy with the acquisitions of Wilds, a
composite family-run drinks wholesaler, and Total Foodservice, a
leading food wholesaler. These two independent businesses
complement our expanding Foodservice division, and with both
situated in the North of England provide geographical synergies to
existing Group trading entities. Their integration into the Group
has gone well and they are performing in line with management's
expectations.
As noted in our pre-close trading
update, the Group is trading in line with current full-year
expectations despite H1 operating profit being slightly down on the
prior year. The hospitality customers of our Foodservice division
experienced lower footfall due to the sustained period of wet
weather in the first four months of calendar year
2024, whilst we also made further investments in our
infrastructure to drive greater efficiencies. Combining the
benefits that we expect to flow from these investments and the
additional contribution from the recent acquisitions, we expect
results to be further weighted to H2 2024.
Financial summary
In the six months to 30 April 2024,
the Group achieved revenue of £297.0 million (H1
2023: £275.0 million; FY2023: £602.2 million)
and an operating profit of £9.3 million
(H1
2023: £10.2 million; FY2023: £29.4
million).
|
H1
2024
Unaudited
£m
|
H1
2023
Unaudited
£m
|
FY
2023
Audited
£m
|
Revenue
|
297.0
|
275.0
|
602.2
|
|
|
|
|
Gross profit
|
63.7
|
59.3
|
132.1
|
Gross profit margin %
|
21.5%
|
21.6%
|
21.9%
|
|
|
|
|
Operating profit
|
9.3
|
10.2
|
29.4
|
Operating margin %
|
3.1%
|
3.7%
|
4.9%
|
|
|
|
|
Cash generation remained strong in
the period with £12.4 million generated from operating
activities (H1 2023: £11.7 million; FY 2023: £30.3
million).
The net cash outflows relating to the
acquisition of Wilds and Total Foodservice were £2.5 million and
£16.9 million respectively, after accounting for cash and
overdrafts acquired. There are no further cash outflows concerning
the transactions. The acquisitions were
funded entirely in cash through existing banking
facilities.
The Group's cash and cash
equivalents increased by £4.3 million during the period, after cash
outflows to satisfy debt service payments and dividends
paid. This increase was driven by cash generated from
operations of £12.4 million, in addition to the ability to draw on
the Group's banking facilities to fund the cash cost of the
acquisitions.
The Group's balance sheet as of 30
April 2024 had equity reserves of £85.0 million (30 April 2023: £74.0 million; 31 October 2023: £84.4
million) and net debt of £83.9 million (30 April 2023: £64.4 million; 31 October
2023: £59.4 million).
Subject to finalising valuations, the
acquisition of Wilds increased goodwill by £2.0 million, while the
acquisition of Total Foodservice increased goodwill by £9.5
million, resulting in goodwill at the period end of £70.2
million (30 April 2023: £58.7 million; 31
October 2023: £58.7 million) and an
increase in intangible assets in the form of brand and customer
relationships of £3.6 million. The amortisation associated with these
intangible assets in the period was negligible.
The increase in debt of £24.5
million since the year-end 31 October 2023 principally relates to
the net cash outflow from the acquisitions of £19.4 million.
Leverage has increased to 2.0x (30 April 2023: 1.9x; 31 October 2023:
1.4x) and interest costs have increased accordingly. It is
expected that the strong continued cash generation of the Group
will drive the principal debt down during the remainder of the
current financial year. The Board is committed to maintaining a
prudent leverage policy moving forward.
Basic earnings per ordinary share
was 7.3 pence (30 April 2023: 9.1
pence). This reduction is a result of the
decrease in operating profit, the increase in interest costs
associated with the funding required for the acquisitions in the
period and an increase in the corporation tax rate compared to the
H1 2023.
Divisional summary
Set out below is the financial
performance of the business by division:
|
H1
2024
Unaudited
£m
|
H1
2023
Unaudited
£m
|
FY
2023
Audited
£m
|
Group revenue
|
297.0
|
275.0
|
602.2
|
Ambient
|
99.1
|
98.1
|
207.2
|
Frozen & Chilled
|
104.9
|
96.1
|
216.4
|
Retail & wholesale
|
204.0
|
194.2
|
423.6
|
Foodservice
|
93.0
|
80.8
|
178.6
|
Corporate
|
-
|
-
|
-
|
Group adjusted operating profit**
|
10.8
|
11.7
|
32.0
|
Ambient
|
4.7
|
4.7
|
10.5
|
Frozen & Chilled
|
2.6
|
2.2
|
9.9
|
Retail & wholesale
|
7.3
|
6.9
|
20.4
|
Foodservice
|
6.2
|
7.3
|
17.0
|
Corporate
|
(2.7)
|
(2.5)
|
(5.4)
|
**
Group operating profit/(loss) adjusted for acquisition,
amortisation of intangible assets arising on acquisition,
share-based payments and compensation for post-combination
services. For more information on
alternative performance measures please see the glossary at the end
of the announcement.
The Group has demonstrated growth in
revenue during the period, with an 8.0% increase in revenue to
£297.0 million (H1 2023: £275.0
million). Operating profit decreased by 9.0% to £9.3 million
(H1 2023: £10.2 million)
and the Group's adjusted operating profit decreased by 7.7% to
£10.8 million (H1 2023: £11.7
million)
The Group's gross profit margin
declined slightly to 21.5% (H1 2023: 21.6%), reflective of the
reduced turnover across our hospitality customers within the
Foodservice division, which was driven by a reduction in footfall
due to the persistent wet weather in the first four months of
calendar year 2024. As these customers are service led, they
operate on a higher margin structure, therefore the weaker revenues
experienced resulted in a margin decrease for the Group. The Group
expects an improvement in gross margin during H2 2024.
Excluding the acquisitions of Wilds
and Total Foodservice, revenue grew by 5.9% and adjusted operating
profit fell by 13.1% compared to H1 2023.
The Group's cost base has been
affected by inflationary pressures, with most increases being
reflected in labour and delivery-based costs. We are continually
striving to mitigate such cost increases and as a result, the ratio
of distribution costs to revenue is slightly improved on the prior
period. It is expected that these cost pressure increases will ease
over time, as we anticipate lower levels of fuel pricing and lower
wage inflation compared to the last 18 months.
Retail & wholesale
division
The Group's Ambient and Frozen &
Chilled product businesses both service the Retail & Wholesale
sector of the grocery market. To be consistent with the market
view, these divisions are considered together and saw combined
revenue increase by 5.0% to £204.0 million (H1 2023: £194.2 million).
The retail & wholesale businesses
performed in line with expectations during the period. The division
benefitted from the successful onboarding of new national
contracts. Continued focus on gross margin and operational
efficiencies mitigated inflationary pressure across labour and
delivery costs. Operating profit percentage is in line with H1 2023
and the continued focus on gross margins and operational
efficiencies into H2 2024 will allow the division to take advantage
of the seasonal uplift.
Foodservice
division
On 17 November 2023, the Group
acquired the entire issued share capital of Wilds and on 27 March
2024, the Group acquired the entire issued share capital of Total
Foodservice. Both businesses have been incorporated into the
Foodservice division.
The acquisitions have enabled the
Group to expand its product range in the drinks and food wholesaler
industry in the North of England, providing both geographical and
operational synergies with the Group's existing trading entities.
These acquisitions form a part of the Group's growing Foodservice
division that saw revenue increase by 15.1% to £93.0 million (H1
2023: £80.8 million). Excluding the acquisition of Wilds and Total
Foodservice, revenue increased by £6.4 million, representing 7.9%
growth compared to H1 2023.
Overall, the division traded behind
the prior period's operating profit due to decreased turnover
across higher-margin hospitality customers, driven by the reduced
footfall. Despite this, customer numbers remain strong, and the
division is well-placed to benefit from the seasonal uplift in H2
2024. While the division, like the rest of the Group, suffered
operating cost-based inflation, management has also invested in its
growth by increasing our customer service offering and developing
the new Southwest foodservice site.
Operational review
The Group continues to grow its
web-based trading platform with the rollout across all businesses
and utilisation of the platform increasing month on month.
Electronic and online order capture stood at 47% at the end of
October 2023 and was at 49% at the end of the period, with average
order values compared to more traditional methods of order taking
the remaining 8% ahead due to the additional e-commerce
functionalities that the web platform offers. The brand owner
engagement is fully immersed for the period, having a positive
effect on a large proportion of our brand partners by developing
mutually beneficial e-commerce partnerships that continue to result
in an improved customer experience and sales offering.
Following a £150,000 investment, the
Group's Northern ambient hub now has voice-picking technology
installed on site. The technology uses voice commands with higher
pick accuracy, which will lead to operational efficiencies in pick
rates, with the three-month project completed on time and within
budget. The Group will look to implement a further rollout of the
technology across other divisions in due course, with Robotic
Automated Processing being actively developed and deployed across
back and middle office functions which will allow the Group to
benefit from increased data processing efficiency.
The construction of the Group's new
80,000 sq. ft distribution site in the Southwest is nearing
completion and is expected to be operational in Q3 2024. The new
depot will enable the Group to consolidate three sites into one and
will further integrate WestCountry and M.J. Baker. The site will
offer a full Kitwave-wide product offering with a complete food
service range, ice cream, fresh produce, and on-trade to the
customer base. This is an important step for the Group as the
infrastructure will drive organic growth opportunities within the
Foodservice division whilst creating a more streamlined structure
to drive higher operational margins.
The Group maintains its ongoing
partnership with Businesswise Solutions, an energy management
consultancy specialising in energy-intensive businesses and is
engaging with sector specialists to further develop the Group's
net-zero plan and TCFD-aligned reporting requirements.
The implementation of the 'Kitwave
One' employee portal continues to be rolled out across the whole
Group to further provide benefits for all employees. The 'Licence
to Lead' leadership programme will be rolled out throughout FY24 to
continue to develop our people, giving them the foundation to
become senior leaders in the future.
At the Company's AGM in March 2024,
Paul Young retired as CEO and as a Director of the Company. Ben
Maxted, who previously held the position of COO, became Kitwave's
new CEO.
Strategy
Kitwave is currently the 15th
largest grocery and foodservice wholesaler in the UK in terms of
market share but only services circa five percent of the potential
market opportunity of circa £10.7bn. It is well documented that the
UK wholesale market is highly fragmented, which presents
opportunities for the Group to pursue strategic acquisitions to
strengthen its existing business lines and capitalise on synergies.
Since 2011, the Group has completed 14 acquisitions.
During the period, the Group has
continued to execute its buy-and-build strategy with the
acquisitions of Wilds and Total Foodservice. Both are
well-established businesses in the catering industry that
complement Kitwave's current offering. Total Foodservice, which is
a one-stop shop for wholesale commercial catering supplies, enables
Kitwave to further expand its product range offering across the
North of England, while Wilds is an established drinks wholesaler
which will bolster the Group's existing Foodservice on-trade
business.
The Group continues to invest in
technology, systems and infrastructure to support its organic
growth objectives. Investment has been made in voice-picking
technology to deliver greater efficiencies and obtain the highest
level of customer service. The trading platform continues to be
expanded, enhancing order capability and customer engagement and
the construction of the new distribution centre in the Southwest
will be completed in Q3 2024, enabling Kitwave to fully capitalise
on organic growth opportunities in the region.
Dividend
The final dividend of 7.45 pence per
share for the financial year ended 31 October 2023 was paid on 26
April 2024. The Board is pleased to declare an increased interim
dividend of 3.85 pence per share (H1
2023: 3.75 pence per share) for the
six months to 30 April 2024. It will be paid on 2 August 2024 to
shareholders on the register at the close of business on 12 July
2024 and the ex-dividend date will be 11 July 2024.
Outlook
We have built an excellent platform
for growth within the UK wholesale market. With our focused growth
strategy, both organic and through acquisitions, we believe that we
continue to be well-placed to deliver value for the Group and its
shareholders.
The development of our distribution
centre in the Southwest will help grow our delivery capability and
widen our footprint in the region. With the planned completion in
Q3 2024, we believe this will bring further opportunities to
increase revenue and provide operating efficiencies in the
Foodservice division once fully operational.
As previously noted, following
additional investments, trading will be further weighted towards
the second half of the financial year. Whilst we remain conscious
of the ongoing macroeconomic challenges, based on current trading,
we expect to be in line with market expectations for the full
year.
Ben
Maxted
Chief Executive Officer
2 July 2024
Condensed consolidated statement of
profit and loss and other comprehensive income
|
Note
|
|
6 months
ended
30 April 2024
Unaudited
|
6 months ended
30 April
2023 Unaudited
|
Year ended
31 October 2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Revenue
|
3
|
|
296,960
|
274,950
|
602,220
|
Cost of sales
|
|
|
(233,223)
|
(215,621)
|
(470,095)
|
|
|
|
|
|
|
Gross profit
|
|
|
63,737
|
59,329
|
132,125
|
|
|
|
|
|
|
Other operating income
|
4
|
|
98
|
157
|
183
|
Distribution expenses
|
|
|
(27,949)
|
(26,262)
|
(54,570)
|
Administrative expenses
|
|
|
(26,590)
|
(23,008)
|
(48,375)
|
|
|
|
|
|
|
Operating profit
|
|
|
9,296
|
10,216
|
29,363
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
Adjusted EBITDA
|
|
|
15,863
|
16,017
|
41,141
|
Amortisation of intangible
assets
|
5
|
|
(557)
|
(449)
|
(975)
|
Depreciation
|
5
|
|
(4,967)
|
(4,210)
|
(8,992)
|
Acquisition expenses
|
5
|
|
(416)
|
(648)
|
(648)
|
Compensation for post combination services
|
5
|
|
(79)
|
(48)
|
(199)
|
Share based payment
expense
|
5
|
|
(548)
|
(446)
|
(964)
|
|
|
|
|
|
|
Total operating profit
|
|
|
9,296
|
10,216
|
29,363
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance expenses
|
|
|
(2,417)
|
(1,956)
|
(4,505)
|
|
|
|
|
|
|
Profit before tax
|
|
|
6,879
|
8,260
|
24,858
|
Tax on profit on ordinary
activities
|
|
|
(1,796)
|
(1,901)
|
(5,902)
|
|
|
|
|
|
|
Profit for the financial period
|
|
|
5,083
|
6,359
|
18,956
|
|
|
|
|
|
|
Other comprehensive income
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
Total comprehensive income for the period
|
|
|
5,083
|
6,359
|
18,956
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (pence)
|
6
|
|
7.3
|
9.1
|
27.1
|
Diluted earnings per share (pence)
|
6
|
|
6.9
|
8.7
|
26.0
|
Condensed consolidated balance
sheet
|
|
30 April 2024
Unaudited
|
30 April
2023 Unaudited
|
31
October 2023
Audited
|
|
|
£000
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
Goodwill
|
|
70,090
|
58,680
|
58,680
|
Intangible assets
|
|
8,112
|
5,384
|
4,878
|
Tangible assets
|
|
22,767
|
16,404
|
16,614
|
Right-of-use assets
|
|
32,611
|
26,575
|
29,716
|
Investments
|
|
61
|
45
|
45
|
|
|
|
|
|
|
|
133,641
|
107,088
|
109,933
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
53,836
|
45,769
|
35,410
|
Trade and other
receivables
|
|
75,677
|
65,388
|
63,569
|
Cash and cash equivalents
|
|
5,015
|
3,288
|
673
|
|
|
|
|
|
|
|
134,528
|
114,445
|
99,652
|
|
|
|
|
|
Total assets
|
|
268,169
|
221,533
|
209,585
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Other interest bearing loans and
borrowings
|
|
(33,125)
|
(16,816)
|
(6,405)
|
Lease liabilities
|
|
(7,020)
|
(5,899)
|
(6,402)
|
Trade and other payables
|
|
(90,729)
|
(77,767)
|
(63,596)
|
Tax payable
|
|
(1,217)
|
(973)
|
(594)
|
|
|
|
|
|
|
|
(132,091)
|
(101,455)
|
(76,997)
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Other interest bearing loans and
borrowings
|
|
(20,000)
|
(20,000)
|
(20,000)
|
Lease liabilities
|
|
(28,116)
|
(24,092)
|
(26,267)
|
Deferred tax liabilities
|
|
(2,956)
|
(2,019)
|
(1,876)
|
|
|
|
|
|
|
|
(51,072)
|
(46,111)
|
(48,143)
|
|
|
|
|
|
Total liabilities
|
|
(183,163)
|
(147,566)
|
(125,140)
|
|
|
|
|
|
Net
assets
|
|
85,006
|
73,967
|
84,445
|
|
|
|
|
|
Equity attributable to equity holders of the
Parent Company
|
|
|
|
|
Called up share capital
|
|
701
|
700
|
700
|
Share premium account
|
|
64,349
|
64,183
|
64,183
|
Consolidation reserve
|
|
(33,098)
|
(33,098)
|
(33,098)
|
Share based payment
reserve
|
|
2,576
|
1,536
|
2,042
|
Retained earnings
|
|
50,478
|
40,646
|
50,618
|
|
|
|
|
|
Equity
|
|
85,006
|
73,967
|
84,445
|
|
|
|
|
|
Condensed consolidated statement of
change in equity
|
Called up
share
capital
|
Share
premium
account
|
Consolidation
reserve
|
Share based payment
reserve
|
Profit
and loss
account
|
Total
equity
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Balance at 1 November 2022 (audited)
|
700
|
64,183
|
(33,098)
|
1,090
|
39,012
|
71,887
|
|
|
|
|
|
|
|
Total comprehensive income
for the 6 month period
|
|
|
|
|
|
Profit
|
-
|
-
|
-
|
-
|
6,359
|
6,359
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total comprehensive income for
the 6 month period
|
-
|
-
|
-
|
-
|
6,359
|
6,359
|
Transaction with owners,
recorded directly in equity
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
(4,725)
|
(4,725)
|
Share based
payment expense
|
-
|
-
|
-
|
446
|
-
|
446
|
|
|
|
|
|
|
|
Total contribution by and
transactions with the owners
|
-
|
-
|
-
|
446
|
(4,725)
|
(4,279)
|
|
|
|
|
|
|
|
Balance at 30 April 2023 (unaudited)
|
700
|
64,183
|
(33,098)
|
1,536
|
40,646
|
73,967
|
|
|
|
|
|
|
|
Total comprehensive income
for the 6 month period
|
|
|
|
|
|
Profit
|
-
|
-
|
-
|
-
|
12,597
|
12,597
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total comprehensive
income
for the 6 month
period
|
-
|
-
|
-
|
-
|
12,597
|
12,597
|
Transaction with owners,
recorded directly in equity
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
-
|
(2,625)
|
(2,625)
|
Share based
payment expense
|
-
|
-
|
-
|
506
|
-
|
506
|
|
|
|
|
|
|
|
Total contribution by and
transactions with the owners
|
-
|
-
|
-
|
506
|
(2,625)
|
(2,119)
|
|
|
|
|
|
|
|
Balance at 31 October 2023 (audited)
|
700
|
64,183
|
(33,098)
|
2,042
|
50,618
|
84,445
|
|
|
|
|
|
|
|
Total comprehensive income
for the 6 month period
|
|
|
|
|
|
Profit
|
-
|
-
|
-
|
-
|
5,083
|
5,083
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
Total comprehensive income for
the 6 month period
|
-
|
-
|
-
|
-
|
5,083
|
5,083
|
Transaction with owners,
recorded directly in equity
|
|
|
|
|
|
New share
issuance
|
1
|
166
|
-
|
-
|
-
|
167
|
Dividends
|
-
|
-
|
-
|
-
|
(5,223)
|
(5,223)
|
Share based
payment expense
|
-
|
-
|
-
|
534
|
-
|
534
|
|
|
|
|
|
|
|
Total contribution by and
transactions with the owners
|
1
|
166
|
-
|
534
|
(5,223)
|
(4,522)
|
|
|
|
|
|
|
|
Balance at 30 April 2024 (unaudited)
|
701
|
64,349
|
(33,098)
|
2,576
|
50,478
|
85,006
|
|
|
|
|
|
|
|
Condensed consolidated cash flow
statement
|
Note
|
|
6 months ended 30 April 2024
Unaudited
|
6 months
ended 30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
Cash flow from operating activities
|
|
|
|
|
|
Profit for the period
|
|
|
5,083
|
6,359
|
18,956
|
Adjustments for:
|
|
|
|
|
|
Depreciation and
amortisation
|
|
|
5,524
|
4,659
|
9,967
|
Financial expense
|
|
|
2,417
|
1,956
|
4,505
|
Profit on sale of property, plant
and equipment
|
|
|
(74)
|
(156)
|
(179)
|
Net gain on remeasurement of
right-of-use assets and lease liabilities
|
|
|
(29)
|
(1)
|
(4)
|
Compensation for post combination
services
|
|
|
79
|
48
|
199
|
Equity settled share based payment
expense
|
|
|
548
|
446
|
964
|
Taxation
|
|
|
1,796
|
1,901
|
5,902
|
|
|
|
|
|
|
|
|
|
15,344
|
15,212
|
40,310
|
|
|
|
|
|
|
(Increase) in trade and other
receivables
|
|
|
(9,398)
|
(5,555)
|
(3,737)
|
(Increase) in inventories
|
|
|
(15,584)
|
(12,912)
|
(2,553)
|
Increase in trade and other
payables
|
|
|
23,952
|
16,489
|
2,353
|
|
|
|
|
|
|
|
|
|
14,314
|
13,234
|
36,373
|
|
|
|
|
|
|
Tax paid
|
|
|
(1,911)
|
(1,528)
|
(6,075)
|
|
|
|
|
|
|
Net
cash inflow from operating activities
|
|
|
12,403
|
11,706
|
30,298
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
Acquisition
of property, plant and equipment
|
|
|
(3,768)
|
(1,629)
|
(3,915)
|
Proceeds
from sale of property, plant and equipment
|
|
|
143
|
269
|
473
|
Payment of
compensation for post combination services
|
|
|
(424)
|
-
|
-
|
Acquisition
of subsidiary undertakings (including
overdrafts
and cash acquired)
|
2
|
|
(19,370)
|
(19,593)
|
(19,593)
|
|
|
|
|
|
|
Net
cash outflow from investing activities
|
|
|
(23,419)
|
(20,953)
|
(23,035)
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
Issuance of new shares
|
|
|
167
|
-
|
-
|
Proceeds from new
loan
|
|
|
-
|
20,000
|
20,000
|
Net movement in invoice
discounting
|
|
|
23,720
|
(3,538)
|
(13,948)
|
Interest paid
|
|
|
(2,417)
|
(1,522)
|
(4,248)
|
Net movement in bank trade
loans
|
|
|
3,000
|
-
|
-
|
Repayment of lease
liabilities
|
|
|
(3,889)
|
(3,191)
|
(6,555)
|
Dividends paid
|
|
|
(5,223)
|
(4,725)
|
(7,350)
|
|
|
|
|
|
|
Net
cash inflow/(outflow) from financing activities
|
|
|
15,358
|
7,024
|
(12,101)
|
|
|
|
|
|
|
Net
increase/(decrease) in cash and cash equivalents
|
|
|
4,342
|
(2,223)
|
(4,838)
|
Opening cash and cash
equivalents
|
|
|
673
|
5,511
|
5,511
|
|
|
|
|
|
|
Cash and cash equivalents at period end
|
|
|
5,015
|
3,288
|
673
|
|
|
|
|
|
|
Notes
1
Accounting policies
Kitwave Group plc (the "Company") is
a public company limited by shares and incorporated, domiciled and
registered in England in the UK. The registered number is 9892174
and the registered address is Unit S3, Narvik Way, Tyne Tunnel
Trading Estate, North Shields, Tyne and Wear, NE29 7XJ.
The Company's principal activity is
to act as a holding company for its subsidiaries (together "the
Group"), which together make up the Group's consolidated financial
information.
The condensed consolidated financial
information presented in this statement for the six months ended 30
April 2024 and the comparative figures for the six months ended 30
April 2023 are neither audited nor reviewed.
The condensed consolidated financial
information does not constitute statutory accounts as defined in
Section 435 of the Companies Act 2006. The statutory accounts
for the year ended 31 October 2023 have been delivered to the
Registrar of Companies and the report of the auditor was (i)
unqualified, (ii) did not include a reference to any matters to
which the auditor drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement
under Section 498 (2) or (3) of the Companies Act 2006.
The condensed consolidated financial
information does not include all the information required for the
full annual financial statements, however, selected explanatory
notes are included to explain events and transactions that are
significant to an understanding of the changes in the Group's
financial position and performance since the last annual
consolidated financial statements.
The condensed consolidated financial
information has been prepared in accordance with IAS 34 Interim
Financial Reporting and should be read in conjunction the Group's
last annual consolidated financial statements.
The condensed consolidated interim
financial information does not constitute financial statements
within the meaning of Section 434 of the Companies Act 2006 and
does not include all of the information and disclosures required
for full annual financial statements. It should therefore be read
in conjunction with the Group's Annual Report for the year ended 31
October 2023, which has been prepared in accordance with UK-Adopted
International Accounting Standards and is available on the Group's
investor website.
There have been no new accounting
standards or changes to existing accounting standards applied for
the first time which have a material effect on these interim
results.
1.1
Critical accounting estimates and judgements
The critical accounting estimates
and judgements affecting the Group are unchanged from those set out
in the Group's last annual consolidated financial statements for
the year ended 31 October 2023.
The Directors have reviewed
financial forecasts and are satisfied that the Group has sufficient
levels of financial resources available to both fund operations and
to pursue its stated growth strategy. The Directors are confident
that the Group will have sufficient funds to meet its liabilities
as they fall due for the foreseeable future and therefore adopt the
going concern basis in preparing the condensed consolidated interim
financial information.
1.2
Accounting policies
The accounting policies applied in
preparing the condensed consolidated interim financial information
are the same as those applied in the preparation of the
consolidated financial statements for the year ended 31 October
2023, as described in those financial statements.
2
Acquisitions
Acquisitions in the 6-month period ended 30 April
2024
WLG (Holdings) Limited
("Wilds")
On 17 November 2023, the Group
acquired the entire share capital of WLG (Holdings) Limited for a
total consideration of £2,700,000. After recognition of
acquired intangible assets and associated deferred tax liabilities,
the resulting goodwill of £1,950,000 was capitalised and is subject
to annual impairment testing under IAS 36.
The acquisition had the following
effect on the Group's assets and liabilities:
|
Fair value
|
|
£000
|
Non-current assets
|
|
Tangible assets
|
109
|
Right-of-use assets
|
222
|
Investments
|
15
|
|
|
Current assets
|
|
Inventories
|
1,051
|
Trade and other
receivables
|
748
|
Cash and cash equivalents
|
192
|
|
|
Total assets
|
2,337
|
|
|
Current liabilities
|
|
Lease liabilities
|
(38)
|
Trade and other payables
|
(1,180)
|
Corporation tax
|
(140)
|
|
|
Non-current liabilities
|
|
Lease liabilities
|
(199)
|
Deferred tax liabilities
|
(30)
|
|
|
Total liabilities
|
(1,587)
|
|
|
Net identifiable assets and
liabilities
|
750
|
Goodwill
|
1,950
|
|
|
Total net assets acquired
|
2,700
|
|
|
Cash acquired
|
(192)
|
|
|
Purchase consideration net of cash acquired
|
2,508
|
|
|
The business and its trading
subsidiary, WLG Limited, were acquired as part of the Group's
growth strategy. Significant control was obtained through the
acquisition of 100% of the share capital of WLG (Holdings)
Limited.
An internal valuation was performed
to identify and intangible assets on acquisition per IFRS 3. As a
result of this valuation no material intangible assets were
identified.
Immediately prior to acquisition the
business and its trading subsidiary extended its accounting period
by one month to 31 October 2023. In this 13-month period
immediately prior to acquisition, the consolidated profit after tax
was £266,000.
Following acquisition, the business
contributed revenue of £3,619,000 and operating profit of £177,000
to the Group for the period to 29 February 2024 at which point the
trade and assets of the business and its trading subsidiary were
hived up into H.B. Clark & Co (Successors) Limited, with the
trade continuing under this Group subsidiary.
Total Foodservice Solutions
Limited ("Total Foodservice")
On 27 March 2024, the Group acquired
the entire share capital of Total Foodservice Solutions Limited for
a total consideration of £21,000,000. After recognition of
acquired intangible assets and associated deferred tax liabilities,
the resulting goodwill of £9,460,000 was capitalised and is subject
to annual impairment testing under IAS 36.
The acquisition had the following
effect on the Group's assets and liabilities:
|
Book value
|
Fair Value
Adjustments
|
Fair value
|
|
£000
|
£000
|
£000
|
Non-current assets
|
|
|
|
Intangible assets
|
-
|
3,796
|
3,796
|
Tangible assets
|
3,737
|
-
|
3,737
|
Right-of-use assets
|
1,060
|
-
|
1,060
|
Investments
|
1
|
-
|
1
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
1,791
|
-
|
1,791
|
Trade and other
receivables
|
1,963
|
-
|
1,963
|
Cash and cash equivalents
|
4,138
|
-
|
4,138
|
|
|
_______
|
|
Total assets
|
12,690
|
3,796
|
16,486
|
|
|
|
|
Current liabilities
|
|
|
|
Lease liabilities
|
(204)
|
-
|
(204)
|
Trade and other payables
|
(2,360)
|
-
|
(2,360)
|
Corporation tax
|
(321)
|
-
|
(321)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
(753)
|
-
|
(753)
|
Deferred tax liabilities
|
(361)
|
(947)
|
(1,308)
|
|
|
|
|
Total liabilities
|
(3,999)
|
(947)
|
(4,946)
|
|
|
|
|
Net identifiable assets and
liabilities
|
8,691
|
2,849
|
11,540
|
Goodwill
|
|
|
9,460
|
|
|
|
|
Total net assets acquired
|
|
|
21,000
|
|
|
|
|
Cash acquired
|
|
|
(4,138)
|
|
|
|
|
Purchase consideration net of cash acquired
|
|
|
16,862
|
|
|
|
|
The business and its dormant
subsidiaries were acquired as part of the Group's growth strategy.
Significant control was obtained through the acquisition of 100% of
the share capital of Total Foodservice Solutions
Limited.
An independent valuation was
performed to identify and intangible assets on acquisition per IFRS
3. The provisional valuation has resulted in the identification of
intangible assets in relation to brand and customer relationships
which have been recognised with attributable fair values of
£183,000 and £3,613,000 respectively. The recognition of these
intangible assets resulted in deferred tax liabilities of £46,000
for the brand intangible and £901,000 for the customer relationship
intangible also being recognised at acquisition. This valuation
will be finalised by 31 October 2024.
The acquired undertakings made a
profit after tax of £957,000 from the beginning of its financial
year on 1 May 2023 to the date of acquisition. In its
previous financial year, the profit after tax was
£1,544,000.
Following acquisition, the business
contributed revenue of £2,198,000 and operating profit of £242,000
to the Group for the 6-month period ended 30 April 2024.
If the business had been acquired at
the start of the Group's financial period, being 1 November 2023,
it would have added £12,048,000 to Group revenue and an operating
loss of £81,000 to Group operating profit for the 6-month period
ended 30 April 2024.
On acquisition, an assessment was
made regarding the fair value of tangible assets which includes a
freehold property. The result of an independent assessment was no
change to the net book value held in Total Foodservice Solutions
Limited's accounts.
3
Segmental information
The following analysis by segment
is presented in accordance with IFRS 8 on the basis of those
segments whose operating results are regularly reviewed by the
Executive Board (the Chief Operating Decision Maker as defined by
IFRS 8) to assess performance and make strategic decisions about
allocation of resources
The Group has the following
operating segments:
· Ambient:
Provides delivered wholesale of ambient food,
drink and tobacco products;
· Frozen &
Chilled: Provides delivered
wholesale of frozen and chilled food products; and
· Foodservice:
Provides delivered wholesale of alcohol, frozen
and chilled food to trade customers.
Corporate contains the central functions that are not devolved to the
business units
These segments offer different
products that attract different margins. They each have separate
management teams.
The segments share a commonality in
service being delivered wholesale of food and drink products.
The Group therefore benefits from a range of expertise,
cross-selling opportunities and operational synergies in order to
run each segment as competitively as possible.
The Group's forward-looking strategy
is to provide enhanced customer service by making available the
wider Group product range to its existing customer base. As a
result, the Board will be assessing the segments based on customer
type going forward with the customers in the Ambient and Frozen
& Chilled divisions operating in the retail and wholesale
channels.
The following analysis shows how
this development is now being monitored whilst demonstrating the
link to the previously reported segmental information for
reference.
The presentation convention adopted
in these financial statements is to show the three operating
segments as this is how the Board of Directors has assessed
performance during the period.
Each segment is measured on its
adjusted operating profit and internal management reports are
reviewed monthly by the Board. This performance measure is
deemed the most relevant by the Board to evaluate the results of
the segments relative to entities operating in the same
industry.
3
Segmental information (continued)
Six months ended 30 April
2024
|
Ambient
|
Frozen
&
Chilled
|
Total retail &
wholesale
|
Foodservice
|
Corporate
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Revenue
|
99,073
|
104,933
|
204,006
|
92,954
|
-
|
296,960
|
Inter-segment revenue
|
9,198
|
1,878
|
11,076
|
449
|
-
|
11,525
|
|
|
|
|
|
|
|
Segment
revenue
|
108,271
|
106,811
|
215,082
|
93,403
|
-
|
308,485
|
|
|
|
|
|
|
|
Adjusted
EBITDA*
|
5,694
|
4,936
|
10,630
|
7,875
|
(2,642)
|
15,863
|
Amortisation of intangibles
|
-
|
(31)
|
(31)
|
(3)
|
(26)
|
(60)
|
Depreciation
|
(952)
|
(2,310)
|
(3,262)
|
(1,643)
|
(62)
|
(4,967)
|
Adjusted operating
profit*
|
4,742
|
2,595
|
7,337
|
6,229
|
(2,730)
|
10,836
|
Group
management charge
|
(734)
|
(1,026)
|
(1,759)
|
(1,377)
|
3,137
|
-
|
Amortisation
of intangible assets arising on acquisition
|
-
|
-
|
-
|
-
|
(497)
|
(497)
|
Acquisition
expense
|
-
|
-
|
-
|
(416)
|
-
|
(416)
|
Compensation for post combination services
|
-
|
(79)
|
(79)
|
-
|
-
|
(79)
|
Share based
payment expense
|
-
|
-
|
-
|
-
|
(548)
|
(548)
|
Interest
expense
|
(471)
|
(613)
|
(1,084)
|
(436)
|
(897)
|
(2,417)
|
|
|
|
|
|
|
|
Segment profit/(loss) before
tax
|
3,537
|
877
|
4,414
|
4,000
|
(1,535)
|
6,879
|
|
|
|
|
|
|
|
Segment
assets
|
52,081
|
74,670
|
126,751
|
69,468
|
71,910
|
268,129
|
Segment
liabilities
|
(39,812)
|
(75,410)
|
(115,222)
|
(46,250)
|
(21,651)
|
(183,123)
|
|
|
|
|
|
|
|
Segment net
assets/(liabilities)
|
12,269
|
(740)
|
11,529
|
23,218
|
50,259
|
85,006
|
|
|
|
|
|
|
|
Within Corporate assets is
£70,090,000 of goodwill on consolidation. This is allocated to the
trading segments as follows:
|
Goodwill by
segment
|
13,516
|
12,499
|
26,015
|
44,075
|
-
|
70,090
|
3
Segmental information (continued)
Six months ended 30 April
2023
|
Ambient
|
Frozen
&
Chilled
|
Total retail &
wholesale
|
Foodservice
|
Corporate
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Revenue
|
98,124
|
96,096
|
194,220
|
80,730
|
-
|
274,950
|
Inter-segment revenue
|
6,925
|
1,334
|
8,259
|
322
|
-
|
8,581
|
|
|
|
|
|
|
|
Segment
revenue
|
105,049
|
97,430
|
202,479
|
81,052
|
-
|
283,531
|
|
|
|
|
|
|
|
Adjusted
EBITDA*
|
5,554
|
4,184
|
9,738
|
8,711
|
(2,432)
|
16,017
|
Amortisation of intangibles
|
-
|
(40)
|
(40)
|
(3)
|
(23)
|
(66)
|
Depreciation
|
(822)
|
(1,944)
|
(2,766)
|
(1,398)
|
(46)
|
(4,210)
|
Adjusted operating
profit*
|
4,732
|
2,200
|
6,932
|
7,310
|
(2,501)
|
11,741
|
Group
management charge
|
(865)
|
(420)
|
(1,285)
|
(1,250)
|
2,535
|
-
|
Amortisation of intangible assets arising on
acquisition
|
-
|
-
|
-
|
-
|
(383)
|
(383)
|
Acquisition
expense
|
-
|
-
|
-
|
-
|
(648)
|
(648)
|
Compensation for post combination services
|
-
|
(48)
|
(48)
|
-
|
-
|
(48)
|
Share based
payment expense
|
-
|
-
|
-
|
-
|
(446)
|
(446)
|
Interest
expense
|
(433)
|
(623)
|
(1,056)
|
(335)
|
(565)
|
(1,956)
|
|
|
|
|
|
|
|
Segment profit/(loss) before
tax
|
3,434
|
1,109
|
4,543
|
5,725
|
(2,008)
|
8,260
|
|
|
|
|
|
|
|
Segment
assets
|
43,807
|
65,532
|
109,339
|
46,140
|
66,054
|
221,533
|
Segment
liabilities
|
(32,356)
|
(58,449)
|
(90,805)
|
(31,605)
|
(25,156)
|
(147,566)
|
|
|
|
|
|
|
|
Segment net
assets
|
11,451
|
7,083
|
18,534
|
14,535
|
40,898
|
73,967
|
|
|
|
|
|
|
|
Within Corporate assets is
£58,680,000 of goodwill on consolidation. This is allocated to the
trading segments as follows:
|
Goodwill by
segment
|
13,516
|
12,499
|
26,015
|
32,665
|
-
|
58,680
|
3
Segmental information (continued)
Year ended 31 October
2023
|
Ambient
|
Frozen
&
Chilled
|
Total retail &
wholesale
|
Foodservice
|
Corporate
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Revenue
|
207,195
|
216,399
|
423,594
|
178,626
|
-
|
602,220
|
Inter-segment revenue
|
15,561
|
3,392
|
18,953
|
625
|
-
|
19,578
|
|
|
|
|
|
|
|
Segment
revenue
|
222,756
|
219,791
|
442,547
|
179,251
|
-
|
621,798
|
|
|
|
|
|
|
|
Adjusted
EBITDA*
|
12,291
|
14,115
|
26,406
|
20,030
|
(5,295)
|
41,141
|
Amortisation of intangibles
|
-
|
(80)
|
(80)
|
(6)
|
(47)
|
(133)
|
Depreciation
|
(1,773)
|
(4,130)
|
(5,903)
|
(2,995)
|
(94)
|
(8,992)
|
Adjusted operating
profit*
|
10,518
|
9,905
|
20,423
|
17,029
|
(5,436)
|
32,016
|
Group
management charge
|
(1,230)
|
(840)
|
(2,070)
|
(1,750)
|
3,820
|
-
|
Amortisation of intangible assets arising on
acquisition
|
-
|
-
|
-
|
-
|
(842)
|
(842)
|
Acquisition
expense
|
-
|
-
|
-
|
-
|
(648)
|
(648)
|
Compensation for post combination services
|
-
|
(199)
|
(199)
|
-
|
-
|
(199)
|
Share based
payment expense
|
-
|
-
|
-
|
-
|
(964)
|
(964)
|
Interest
expense
|
(918)
|
(1,344)
|
(2,262)
|
(689)
|
(1,554)
|
(4,505)
|
|
|
|
|
|
|
|
Segment profit/(loss) before
tax
|
8,370
|
7,522
|
15,892
|
14,590
|
(5,624)
|
24,858
|
|
|
|
|
|
|
|
Segment
assets
|
43,697
|
56,373
|
100,070
|
44,586
|
64,929
|
209,585
|
Segment
liabilities
|
(28,380)
|
(45,691)
|
(74,071)
|
(29,288)
|
(21,781)
|
(125,140)
|
|
|
|
|
|
|
|
Segment net
assets
|
15,317
|
10,682
|
25,999
|
15,298
|
43,148
|
84,445
|
|
|
|
|
|
|
|
Within Corporate assets is
£58,680,000 of goodwill on consolidation. This is allocated to the
trading segments as follows:
|
Goodwill by
segment
|
13,516
|
12,499
|
26,015
|
32,665
|
-
|
58,680
|
An analysis
of revenue by destination is given below:
Geographical information:
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
United Kingdom
|
|
|
294,738
|
272,280
|
597,292
|
Overseas
|
|
|
2,222
|
2,670
|
4,928
|
|
|
|
|
|
|
Group revenue
|
|
|
296,960
|
274,950
|
602,220
|
|
|
|
|
|
|
No one customer accounts for more
than 10% (H1 2023: 10%; FY2023: 9%) of Group revenue.
4
Other operating income
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Net gain on disposal of fixed
assets
|
|
|
74
|
156
|
179
|
Net (loss) on foreign
exchange
|
|
|
(5)
|
-
|
-
|
Net gain on remeasurement of
right-of-use assets and lease liabilities
|
|
|
29
|
1
|
4
|
|
|
|
|
|
|
|
|
|
98
|
157
|
183
|
|
|
|
|
|
|
5
Expenses
Included in profit/loss are the
following:
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Depreciation of tangible
assets:
|
|
|
|
|
|
Owned
|
|
|
1,343
|
1,138
|
2,253
|
Right-of-use assets
|
|
|
3,624
|
3,072
|
6,739
|
Amortisation of intangible
assets
|
|
|
557
|
449
|
975
|
Expenses relating to short term
leases and low value assets
|
|
|
1,327
|
1,018
|
1,992
|
Impairment loss on trade
receivables
|
|
|
62
|
237
|
675
|
|
|
|
|
|
|
The Group incurred a number of
expenses not relating to the principal trading activities of the
Group as follows:
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
Exceptional expenses
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Acquisition expenses
|
|
|
416
|
648
|
648
|
Compensation for post combination
services
|
|
|
79
|
48
|
199
|
|
|
|
|
|
|
Total exceptional expenses
|
|
|
495
|
696
|
847
|
Share based payment
expense
|
|
|
548
|
446
|
964
|
|
|
|
|
|
|
Total exceptional expenses and share based
payments
|
|
|
1,043
|
1,142
|
1,811
|
|
|
|
|
|
|
The Board consider the exceptional
items to be non-recurring in nature. Both exceptional and
share-based payment expenses are adjusted for in the statement of
profit and loss to arrive at the adjusted EBITDA. This measure
provides the Board with a better understanding of the Group's
operating performance.
Acquisition expenses include the
legal and professional fees connected to the acquisition of WLG
Holdings Limited and Total Foodservice Solutions Limited completed
in the six-month period to 30 April 2024. In the six-month
period ended 30 April 2023 and the year ended 31 October 2023 these
expenses were incurred in connection with the acquisition of
Westcountry Food Holdings Ltd completed on 9 December
2022.
Compensation for post-combination
services relates to the value of a liability in connection the
acquisition of the remaining share capital of Central Supplies
(Brierley Hill) Ltd which is subject to an agreement to acquire
which can now be called at any time.
Share-based payments relate to the
Management Incentive Plan ("MIP") and Long-Term Incentive Plan
("LTIP") and are non-cash expenses.
6
Earnings per share
Basic earnings per
share
Basic earnings per share for the
six-month period ending 30 April 2024, and the previous six-month
period ending 30 April 2023 and the year ended 31 October 2023 is
calculated by dividing profit attributable to ordinary shareholders
by the weighted average number of ordinary shares outstanding
during each period as calculated below.
Diluted earnings per share
Diluted earnings per share for the
six-month period ending 30 April 2024, and the previous six-month
period ending 30 April 2023 and the year ended 31 October 2023 is
calculated by dividing profit attributable to ordinary shareholders
by the weighted average number of ordinary shares, adjusted for the
effects of all dilutive potential ordinary shares. In this case
dilutive potential ordinary shares include issued equity warrants
outstanding during each period and shares that may vest under the
terms of equity incentive plans, as calculated below.
The largest proportion of the
potential dilution arises from the equity incentive plans and in
particular the Executive Management Incentive Plan (the "MIP") for
which the performance period ends on 31 October 2024. The growth
shares related to the MIP entitle the participants to place a put
option on the Company in order to receive up to a maximum of 4 per
cent. of the Company's market value (measured at the time the
option is exercised).
Profit attributable to ordinary shareholders
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
Profit attributable to all
shareholders
|
|
|
5,083
|
6,359
|
18,956
|
|
|
|
pence
|
pence
|
£
|
Basic earnings per ordinary
share
|
|
|
7.3
|
9.1
|
27.1
|
Diluted earnings per ordinary
share
|
|
|
6.9
|
8.7
|
26.0
|
|
|
|
|
|
|
Weighted average number of ordinary shares
|
|
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
|
|
Number
|
Number
|
Number
|
|
|
|
|
|
|
Weighted average number of ordinary
shares (basic) during the period
|
|
|
70,032,967
|
70,000,000
|
70,000,000
|
|
|
|
|
|
|
Weighted average number of ordinary
shares (diluted) during the period
|
|
|
73,158,081
|
72,946,766
|
73,047,991
|
Alternative performance measure
glossary
This report provides alternative
performance measures ("APMs"), which are note defined or specified
under the requirements of International Financial Reporting
Standards. The Board believes that these APMs provide readers with
important additional information on the Group.
Alternative performance measure
|
Definition and purpose
|
Adjusted operating profit
|
Represents the operating profit
prior to exceptional (income) / expenses, share based payment
expenses and amortisation of intangible assets recognised on
acquisitions. This measure is consistent with how the Group
measures performance and is reported to the Board.
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
£000
|
£000
|
£000
|
|
|
|
|
Total operating profit
|
9,296
|
10,216
|
29,363
|
Amortisation of intangible assets arising on
acquisition
|
497
|
383
|
842
|
Acquisition expenses
|
416
|
648
|
648
|
Compensation for post combination services
|
79
|
48
|
199
|
Share based payment
expense
|
548
|
446
|
964
|
|
|
|
|
Adjusted operating profit
|
10,836
|
11,741
|
32,016
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Adjusted EBITDA
|
Represents the operating profit
prior to exceptional (income) / expenses, share based payment
expenses, fixed asset depreciation and intangible amortisation.
This measure is consistent with how the Group measures trading and
cash generative performance and is reported to the
Board.
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
£000
|
£000
|
£000
|
|
|
|
|
Total operating
profit
|
9,296
|
10,216
|
29,363
|
Amortisation of intangible assets
|
557
|
449
|
975
|
Depreciation
|
4,967
|
4,210
|
8,992
|
Acquisition
expenses
|
416
|
648
|
648
|
Compensation for post combination services
|
79
|
48
|
199
|
Share based
payment expense
|
548
|
446
|
964
|
|
|
|
|
Adjusted
EBITDA
|
15,863
|
16,017
|
41,141
|
|
|
|
|
| |
|
Pre-tax operational cash
conversion
|
Represents the cash generated from
operating activities pre tax as a proportion of cash flow from
operating activities pre movements in working capital and tax. This
measure informs the Board of the Group's cash conversion from
operating activities and is used to monitor liquidity by the
Board.
|
6 months
ended
30 April
2024
Unaudited
|
6 months
ended
30 April 2023 Unaudited
|
Year
ended
31 October
2023 Audited
|
|
£000
|
£000
|
£000
|
|
|
|
|
Net
cash inflow from operating activities
|
12,403
|
11,706
|
30,298
|
Tax paid
|
1,911
|
1,528
|
6,075
|
|
|
|
|
|
|
|
Cash flow from operating activities pre-tax and compensation
for post combination services (1)
|
14,314
|
13,234
|
36,373
|
Movement in working
capital
|
1,030
|
1,978
|
3,937
|
|
|
|
|
|
|
|
Cash flow from operating activities pre-tax and compensation
for post combination services and movement in working capital
(2)
|
15,344
|
15,212
|
40,310
|
|
|
|
|
|
|
|
Pre-tax operational cash conversion (1) divided by
(2)
|
93%
|
87%
|
90%
|
|
|
|
|
|
|
|
|
After tax return on invested
capital
|
Represents adjusted profit after tax
for the 12 months ending on the period end date as a proportion of
invested capital as at the period end date. This measure informs
the Board of how effective the Group is in generating returns from
the capital invested.
|
30 April
2024
Unaudited
|
LTM
ended 30 April 2023
Unaudited
|
31 October
2023 Audited
|
|
£000
|
£000
|
£000
|
|
|
|
|
Adjusted operating profit
|
31,111
|
25,906
|
32,016
|
Operating lease interest
|
(1,837)
|
(1,510)
|
(1,656)
|
|
|
|
|
|
29,274
|
24,396
|
30,360
|
Tax charge at effective rate of tax
of 25% (FY22: 23%)
|
(7,319)
|
(5,489)
|
(6,831)
|
|
|
|
|
Adjusted operating profit after tax (1)
|
21,956
|
18,907
|
23,529
|
|
|
|
|
Invested capital
comprising:
|
|
|
|
Interest bearing loans and
borrowings
|
33,125
|
16,816
|
6,405
|
Lease liabilities
|
35,136
|
29,991
|
32,669
|
Revolving Credit Facility
|
20,000
|
20,000
|
20,000
|
Share capital
|
701
|
700
|
700
|
Share premium
|
64,349
|
64,143
|
64,183
|
Less cash at bank and in
hand
|
(5,015)
|
(3,288)
|
(673)
|
|
|
|
|
|
|
|
|
Total invested capital (2)
|
148,296
|
128,402
|
123,284
|
After tax return on invested
capital (1) divided by (2)
|
15%
|
15%
|
19%
|
|
|
Return on
net assets
|
Represents
adjusted profit after tax as a proportion of the
Group's investment in fixed assets and working capital. This
measure informs the Board of how effective the Group is in
generating returns from its fixed assets and net working
capital.
|
|
|
30 April
2024
Unaudited
|
LTM ended
30 April 2023 Unaudited
|
31 October 2023 Audited
|
|
|
£000
|
£000
|
£000
|
|
Adjusted operating
profit
|
31,111
|
25,906
|
32,016
|
|
|
|
|
|
|
Tax charge
at effective rate of tax of 25% (FY22:23%)
|
(7,778)
|
(5,829)
|
(7,204)
|
|
Adjusted operating profit
after tax (1)
|
23,333
|
20,077
|
24,812
|
|
Fixed assets and net working
capital comprising:
|
|
|
|
|
Intangible
assets*
|
663
|
775
|
728
|
|
Fixed
assets
|
22,767
|
16,404
|
16,614
|
|
Right-of-use assets
|
32,611
|
26,575
|
29,716
|
|
Investments
|
61
|
45
|
45
|
|
Inventories
|
53,836
|
45,769
|
35,410
|
|
Trade and
other receivables
|
75,677
|
65,388
|
63,569
|
|
Trade and
other payables
|
(90,729)
|
(77,767)
|
(63,596)
|
|
Liability
for post combination services**
|
661
|
854
|
1,006
|
|
Total invested capital
(2)
|
94,844
|
77,268
|
83,492
|
|
After tax
return on invested capital (1) divided by (2)
|
25%
|
26%
|
30%
|
*excluding
acquired intangibles arising on acquisition
**adjustment to exclude the liability for post combination
services from trade and other payables
|
Leverage (including IFRS 16
debt)
&
Leverage (excluding IFRS 16
debt)
|
Management assess leverage by
reference to adjusted EBITDA for the 12 months ending on the period
end date against net debt including and excluding IFRS 16 lease
liabilities and including the liability for post combination
services held within other creditors, as at the period end date.
This indicates how much income is available to service debt before
interest, tax, depreciation and amortisation.
|
30 April
2024
Unaudited
|
30 April 2023 Unaudited
|
31 October
2023 Audited
|
|
£000
|
£000
|
£000
|
|
|
|
|
Adjusted EBITDA (1)
|
40,987
|
34,369
|
41,141
|
|
|
|
|
Invoice
discounting advances
|
30,125
|
16,816
|
6,405
|
Bank trade
loans
|
3,000
|
-
|
-
|
Lease
liabilities
|
35,136
|
29,991
|
32,669
|
Revolving
Credit Facility
|
20,000
|
20,000
|
20,000
|
Liability
for post combination services
|
661
|
854
|
1,006
|
Cash at
bank and in hand
|
(5,015)
|
(3,288)
|
(673)
|
|
|
|
|
Net
debt (2)
|
83,907
|
64,373
|
59,407
|
|
|
|
|
Leverage (including IFRS 16 debt) (2) divided by
(1)
|
2.0x
|
1.9x
|
1.4x
|
|
|
|
|
IFRS 16 lease liabilities
|
(26,462)
|
(26,329)
|
(26,197)
|
|
|
|
|
Net debt excluding IFRS 16 lease
liabilities (3)
|
57,445
|
38,044
|
33,210
|
|
|
|
|
Leverage (excluding IFRS 16 lease debt) (3) divided by
(1)
|
1.4x
|
1.1x
|
0.8x
|
|
|
|
|
|
|
| |
Reconciliation between existing and
acquired operating profit for the period
|
Note
|
Existing
operations
|
Acquisitions
|
Total
6 months
ended
30 April 2024
Unaudited
|
6 months ended
30 April
2023 Unaudited
|
Year ended
31 October 2023 Audited
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
|
|
|
|
|
|
Revenue
|
3
|
291,143
|
5,817
|
296,960
|
274,950
|
602,220
|
Cost of sales
|
|
(228,807)
|
(4,416)
|
(233,223)
|
(215,621)
|
(470,095)
|
|
|
|
|
|
|
|
Gross profit
|
|
62,336
|
1,401
|
63,737
|
59,329
|
132,125
|
|
|
|
|
|
|
|
Other operating income/
(expense)
|
4
|
98
|
-
|
98
|
157
|
183
|
Distribution expenses
|
|
(27,549)
|
(400)
|
(27,949)
|
(26,262)
|
(54,570)
|
Administrative expenses
|
|
(26,008)
|
(582)
|
(26,590)
|
(23,008)
|
(48,375)
|
|
|
|
|
|
|
|
Operating profit
|
|
8,877
|
419
|
9,296
|
10,216
|
29,363
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
|
Adjusted EBITDA
|
|
15,382
|
481
|
15,863
|
16,017
|
41,141
|
Amortisation of intangible
assets
|
5
|
(557)
|
-
|
(557)
|
(449)
|
(975)
|
Depreciation
|
5
|
(4,905)
|
(62)
|
(4,967)
|
(4,210)
|
(8,992)
|
Acquisition expenses
|
5
|
(416)
|
-
|
(416)
|
(648)
|
(648)
|
Compensation for post combination services
|
5
|
(79)
|
-
|
(79)
|
(48)
|
(199)
|
Share based payment
expense
|
5
|
(548)
|
-
|
(548)
|
(446)
|
(964)
|
|
|
|
|
|
|
|
Total operating profit
|
|
8,877
|
419
|
9,296
|
10,216
|
29,363
|
|
|
|
|
|
|
|