TIDMTPT
RNS Number : 6110Z
Topps Tiles PLC
21 May 2019
21 May 2019
Topps Tiles Plc
("Topps Tiles", "the Group" or "the Company")
UNAUDITED INTERIM REPORT FOR THE 26 WEEKSED 30 MARCH 2019
Resilient trading performance against a challenging consumer
backdrop; consolidating market leadership position; good progress
made in growing commercial operations
HIGHLIGHTS
Topps Tiles Plc, the UK's largest tile specialist, announces its
interim results for the 26 weeks ended 30 March 2019.
26 weeks ended 26 weeks ended YoY
30 March 31 March
2019 2018
Statutory Measures
Group revenue GBP110.3 million GBP110.5 million (0.2)%
Gross margin 61.2% 60.3% +90bps
Profit before tax GBP5.2 million GBP6.4 million (18.8)%
Basic earnings per share 2.03p 2.67p (24.0)%
Interim dividend per share 1.1p 1.1p nil
Adjusted Measures
Adjusted Group revenue(2) GBP109.0 million GBP109.6 million (0.5)%
Like-for-like revenue growth
year-on-year(3) +0.2% +0.6%
Adjusted gross margin(4) 61.4% 60.5% +90bps
Adjusted profit before tax(5) GBP8.0 million GBP7.2 million +11.1%
Adjusted earnings per share(6) 3.15p 3.01p +4.7%
Net debt(1) GBP18.0 million GBP25.1 million GBP7.1 million
Free cash flow(7) GBP2.7 million GBP6.8 million GBP(4.1)
million
Adjusting items are detailed in the notes below. These include
trading losses from the Parkside business while we go through an
initial two year phase of investing in growth plus other items
which are either one off in nature or can fluctuate significantly
from year to year (such as some property related items).
Financial Summary
-- First half like-for-like sales grew by 0.2% (2018: +0.6%);
-- Adjusted gross margin of 61.4% (2018: 60.5%) reflects continued
benefits of scale and sourcing;
-- Adjusted profit before tax of GBP8.0 million (2018: GBP7.2
million), the year on year increase being due to higher
gross profit and a reduced adjusted cost base;
-- Parkside commercial business generated a GBP1.0 million
trading loss (2018: GBP0.4 million trading loss) - which
has been excluded from adjusted numbers while we invest
in growth (FY18 and FY19);
-- When adjusting items (detailed below) are taken into account,
the profit before tax on a statutory basis was GBP5.2 million
(2018: GBP6.4 million);
-- Net debt reduced by GBP7.1 million year-on-year to GBP18.0
million; and,
-- Interim dividend maintained at 1.1p (2018: 1.1p) with full
year dividend planned to be paid at a level of approximately
2x cover.
Strategic & Operational Summary
Group
-- The UK's leading tile specialist with a core purpose to
inspire customers through our love of tiles;
-- Competitive advantage generated from our specialist focus
- having the best products available for our customers and
the very best customer service;
-- Buying scale and expertise across both retail and commercial
businesses:
o 20 new ranges launched during H1 including an outdoor
porcelain tile range;
o 90% of our tile range is own brand or exclusive to the
Group in the UK; and,
-- Our "Leading People" strategy is focussed on colleague engagement
and capability.
Retail Business
-- Strategy of "Out Specialising the Specialists" remains
our key focus in the retail tile market;
-- Consumer behaviour is changing such that almost all customers,
on a typical shopping journey with us, now utilise both
our stores and our website;
-- New "Tile Talk" customer feedback system launched, overall
satisfaction score of 86% - putting us in the top five
of all UK retailers;
-- Trade continues to be an important route to market for
us - c.99,000 active members now on our Trade Rewards+
loyalty programme (2018: 70,000);
-- Continued investment into store estate - half way through
a three year programme - in the last 18 months 180 stores
have received mini refits, which includes a Design Advice
area; and,
-- Nationwide store presence critical but our portfolio flexibility
is also important in responding to changing consumer needs
over time - average unexpired lease term of just over three
years excluding strategically important stores.
Commercial Business
-- Entry into commercial market has approximately doubled
the size of the Group's addressable UK market whilst maintaining
our specialism in tiles;
-- Strategy is to disrupt the commercial tile market and construct
a new market leader over the medium term;
-- Commercial sales over first half have grown by around three
times;
-- Development of commercial infrastructure on track;
-- Flagship design studio opened in March Clerkenwell, London;
and,
-- Acquisition of Strata Tiles in April 2019 - key transaction
providing further commercial market penetration.
Current Trading and Outlook
-- Like for like sales over the seven weeks to 18 May 2019
increased by 1.2% (2018: decreased by 0.2%).
Commenting on the results, Matthew Williams, Chief Executive
said:
"The Group has delivered a resilient first half performance as
we continue to consolidate our position as the UK's leading tile
specialist. Against a consumer backdrop which remains challenging,
our trading performance was robust, underpinned by further gains in
market share.
"Our commercial tile business continues to grow rapidly, with
first half sales more than tripling year-on-year. Expansion of the
commercial division was accelerated by the acquisition of Strata
Tiles in April. Strata is highly complementary to our existing
Parkside commercial business and, together, the two brands provide
the Group with a strong base for further expansion into this large
and attractive market segment.
"The Group has made an encouraging start to the second half,
with trading in the period to date continuing the positive trend
seen in Q2. While we are retaining a prudent view of market
conditions for the remainder of the year, we remain confident in
our ability to continue to extend our market leading position."
Notes
(1) Net debt is defined as bank loans, before amortised issue
costs (note 6) and less cash and cash equivalents.
(2) Adjusted revenues are defined as total Group revenues
excluding Parkside
(3) Like-for-like sales revenues are defined as sales from
online and stores that have been trading for more than 52
weeks.
(4) Adjusted gross margin is defined as Group gross margin
excluding Parkside
(5) Adjusted profit before tax excludes several items that we
have incurred during the period in order to give users of the
accounts additional information around performance trends. These
are items which are either one off in nature or can fluctuate
significantly from year to year (such as some property related
items). These are set out as follows:
2019 GBPm 2018 GBPm
Adjusted Pre Tax Profit 8.0 7.2
---------- ----------
* Vacant property costs (0.1) (0.2)
---------- ----------
* Non recurring property provision movements (1.7) (0.4)
---------- ----------
* Gains or losses on disposal of freehold of long
leasehold properties - 0.2
---------- ----------
- Parkside trading loss (1.0) (0.4)
---------- ----------
Statutory Pre Tax Profit 5.2 6.4
---------- ----------
(6) Adjusted for the post tax effect of the above items
(7) Free cash flow is defined as net cash generated from
operating activities less investing activities
For further information please contact:
Topps Tiles Plc
Matthew Williams, Chief Executive
Officer (21/05/19) 020 7638 9571
Rob Parker, Chief Financial Officer (Thereafter) 0116 282 8000
Citigate Dewe Rogerson
Kevin Smith/Nick Hayns 020 7638 9571
A copy of this announcement can be found on our website
www.toppstilesplc.com
UNAUDITED INTERIM REPORT
Topps Tiles is the largest tile specialist in the UK. The
majority of our revenues are generated from the retail market for
the renovation, maintenance and improvement of UK homes, where the
Group remains the clear market leader. In 2017 the Group announced
a more explicit focus on the commercial tile market - which
represents approximately 45% of the overall UK market for tiles,
and which has therefore approximately doubled the size of the
Group's addressable market. In August 2017 Topps acquired Parkside,
a small business with a foothold in the commercial segment which we
have subsequently invested in and grown. In April 2019 we acquired
Strata Tiles Ltd as a further addition to our commercial
activities. These two businesses now form the core of our
Commercial activities.
Within our retail business, our successful strategy of "Out
Specialising the Specialists" remains at the heart of what we do.
This is focussed on offering customers outstanding value for money
through an industry-leading product range, world class customer
service and multichannel convenience. The UK market continues to
provide a challenging trading backdrop but we remain well
positioned to exploit our market leadership position.
The Board wishes to extend its gratitude to all of our teams
across the Group for their continued hard work and dedication.
Financial Review
Income Statement
Overall Group revenues for the first half decreased by 0.2% to
GBP110.3 million (2018: GBP110.5 million).
On an adjusted basis, excluding Parkside, Group revenues
decreased by 0.5% to GBP109.0 million. The reduction was driven
primarily by a reduction in the average number of stores trading
from 372 in the prior year period to 362 in this period. Over the
same period like-for-like revenues increased by 0.2%. We estimate
that the effect of severe weather conditions in the prior year and
a later Easter in 2019 increased like-for-like sales over the half
by around 0.8% or GBP0.9 million. The key macro indicators for the
retail segment of our market are consumer confidence, house prices
and housing transactions. These measures were broadly stable in the
first half when compared to the prior year and we estimate the UK
tile market was in modest decline across this period.
Gross margin for the period was 61.2% (2018: 60.3%). On an
adjusted basis, gross margin was 61.4% which is a 90bps increase
over the prior period. This reflects continued benefits of scale
and sourcing and we expect this trend to continue into the second
half with a full year adjusted gross margin of approximately 61.5%
to 62.0% (2018: 61.3%).
Operating costs were GBP61.9 million, compared to GBP59.8
million over the same period in the prior year. On an adjusted
basis (excluding items as defined in the highlights section)
operating costs were GBP58.5 million, compared to GBP58.7 million
in the prior year. The principal drivers of changes in adjusted
operating costs are as follows:
-- There was a decrease in the number of stores trading (an
average of 362 stores vs 372 in the prior year) which
generated a reduction of GBP1.2
-- An increase in marketing costs of GBP0.4 million related
to the Q1 TV advertising campaign;
-- Employee profit share decreased by GBP0.7 million with
challenging trading in the current year
-- Inflation accounted for an increase of GBP0.8 million,
and;
-- Other cost increases relate to National Living Wage and
apprenticeship levy of GBP0.4 million and higher depreciation
of GBP0.1 million.
We anticipate adjusted operating costs for the full year will be
approximately GBP116 million to GBP117 million (2018: GBP114.6
million).
During the period we had no changes to freehold properties. In
the prior year we disposed of one freehold property and recognised
a gain of GBP0.2 million.
The net interest charge for the Group was GBP0.4 million (2018:
GBP0.5 million).
Adjusted profit before tax was GBP8.0 million (2018: GBP7.2
million), representing an increase of 11.1% year-on-year.
A number of items have been excluded from adjusted profit before
tax. These include trading losses from the Parkside business while
we go through an initial two year phase of investing in growth plus
other items which are either one off in nature or can fluctuate
significantly from year to year (such as some property related
items). Adjustments of particular note in the period included a
GBP1.0 million (2018: GBP0.4 million) trading loss from our
Parkside commercial business and GBP1.7 million of non-recurring
property provision movements. The property provision movements are
non-cash and relate to a number of closures in the period. These
closures are utilising the flexibility we have in our portfolio and
create a more efficient portfolio, maximising shareholder returns
over the longer term.
When adjusting items are included, the statutory measure of
profit before tax for the Group was GBP5.2 million (2018: GBP6.4
million), representing a decrease of 18.8% year-on-year.
The effective tax rate for the 26 weeks to 30 March 2019 was
23.6% (2018: 19.1%) which is consistent with the prior full year
rate of 23.9%.
Basic earnings per share were 2.03p (2018: 2.67p). Adjusting for
the post tax impact of the items detailed in note 5 in the
highlights section the adjusted basic earnings per share were 3.15p
(2018: 3.01p), an increase of 4.7%.
Capital Expenditure
Capital expenditure in the period amounted to GBP3.6 million
(2018: GBP2.0 million). The majority of this expenditure related to
seven new store or showroom openings, all store improvements in 39
stores and refurbishment of our central office and warehouse
facility. Our plans for the second half of our financial year are
expected to be broadly similar.
We anticipate full year capital expenditure of c.GBP7.0 million
(2018: GBP7.9 million).
During the period we had no changes to freehold properties. In
the prior year we disposed of one freehold property for proceeds of
GBP1.0 million.
The Group currently owns six freehold or long leasehold sites
(2018: eight), including one warehouse and distribution facility,
with a total net book value of GBP14.1 million (2018: GBP15.5
million).
Cash Generation
Net cash generated from operating activities over the period was
GBP6.2 million, compared to GBP7.8 million in the prior year
period, a decrease of GBP1.6 million. The decrease was driven by an
increase in working capital outflow due to additional inventory in
anticipation of Brexit supply chain disruption, and higher tax
payments.
Free cash flow was GBP2.7 million, compared to GBP6.8 million in
the prior year period, a decrease of GBP4.1 million. The decrease
was comprised of the movement in operational cash flow detailed
above, plus a GBP1.6 million increase in capital expenditure and
the impact of GBP1.0 million income in the prior period resulting
from a freehold property disposal.
In addition to the above movements dividends accounted for
GBP4.5 million cash outflow (2018: GBP4.4 million) resulting in a
net movement in cash of a GBP1.8 million outflow (2018: GBP2.4
million inflow).
At the period end cash and cash equivalents for the Group were
GBP12.0 million (2018: GBP9.9 million) and borrowings were GBP30.0
million (2018: GBP35.0 million), giving a net debt position of
GBP18.0 million (2018: GBP25.1 million).
We anticipate that net debt at the year end will be in the range
of GBP12m to GBP14m.
Banking Facilities
The Group has a GBP35.0 million (2018: GBP50.0 million)
revolving credit facility in place which is committed to July 2021
plus a GBP15.0 million accordion facility which can be drawn on to
fund further growth of the business. In April 2019, GBP4.0 million
of the accordion was utilised to fund the purchase of Strata Tiles
Ltd, thereby increasing the facility to GBP39.0 million.
Inventory
At the period end the Group had GBP33.2 million of inventories
(2018: GBP31.2 million) which represented 154 days cover (2018: 135
days). The increase in inventory over the first half relates to the
previously announced additional densities of key selling lines in
the event of supply chain disruption immediately post the UK
leaving the EU. The business expects to deliver a reduction in
inventory in the second half as this additional product is sold
through.
Key Performance Indicators
As set out in our most recent annual report, we monitor our
performance in implementing our strategy with reference to a
clearly defined set of key performance indicators ("KPIs"). These
KPIs are applied on a Group-wide basis. Our performance in the 26
weeks ended 30 March 2019 is set out in the table below. The source
of data and calculation methods are consistent with those used in
the 2018 annual report.
Results for the 26 weeks ended 30 March 2019
Highlights
26 weeks 26 weeks
to to
30 March 31 March
Financial KPIs 2019 2018
Like-for-like adjusted revenue year-on-year +0.2% +0.6%
-------------------------------------------- --------- ---------
Adjusted gross margin * 61.4% 60.5%
-------------------------------------------- --------- ---------
Adjusted profit before tax * GBP8.0m GBP7.2m
-------------------------------------------- --------- ---------
Net debt GBP18.0m GBP25.1m
-------------------------------------------- --------- ---------
Adjusted earnings per share * 3.15p 3.01p
-------------------------------------------- --------- ---------
Inventory days 154 135
-------------------------------------------- --------- ---------
26 weeks 26 weeks
to to
30 March 31 March
Non-Financial KPIs 2019 2018
-------------------------------------------- --------- ---------
Net Promoter Score ** 71% 68%
-------------------------------------------- --------- ---------
Overall customer satisfaction *** 86% n/a
-------------------------------------------- --------- ---------
Colleague turnover 39.2% 36.2%
-------------------------------------------- --------- ---------
Retail stores at period end 361 375
-------------------------------------------- --------- ---------
* As explained above in notes 1-6
** Net Promoter Score is calculated based on customer feedback
to the question of how likely they are to recommend Topps Tiles to
friends or colleagues. The scores are based on a numerical scale
from 0-10 which allows customer to be split into promoters (9 -10),
passives (7-8) and detractors (0-6). The final score is based on
the percentage of promoters minus the percentage of detractors.
*** Overall customer satisfaction score is defined the % of our
customers that have scored us 5 on the scale of 1 - 5 where 1 is
highly dissatisfied and 5 is highly satisfied.
Dividend
In the prior year the Board communicated its intention to
declare interim dividends at a rate of one third of the prior year
full year dividend. On that basis the Board is declaring an interim
dividend of 1.1 pence per share (2018: 1.1 pence per share). The
shares will trade ex-dividend on 6 June 2019 and the dividend will
be paid on 12 July 2019 to shareholders on the register at 7 June
2019. The company previously indicated a target of two times
dividend cover and expects to achieve this for the current
financial year.
Strategic Update
The primary goal for the business is to generate profitable
sales growth from our core specialism in tiles. As the UK's leading
tile specialist, our aim is to differentiate ourselves from our
competitors by having the best products available for our customers
and the very best customer service to support them.
Our strategy is focussed on four key areas - Product, People,
Retail and Commercial.
Product
The Group's core purpose is to inspire customers through our
love of tiles and this objective is reflected in our "Leading
Product" initiative. Our specialism in tiles is our key source of
competitive advantage. We are experts in the ranging, sourcing and
procurement of tiles on a global basis. We work carefully with
preferred partners around the world to deliver an unrivalled pace
of new and differentiated products that are innovative, high
quality and exclusive. We protect robustly the intellectual
property and design assets we create through partner exclusivity
and design registration and, if necessary, legal enforcement.
Ultimately, it is this Group specialism that we leverage through
our business units.
Progress and Outlook
Our iterative cycle of product introduction excites our
colleagues, inspires our customers and sets us apart from our
competitors in all market segments. In the period we launched 20
new ranges including an outdoor porcelain range, which provides an
alternative to paving. Over 50% of our new ranges were developed
through collaboration between our buying teams and our leading
suppliers. In addition, we grew our commercial product portfolio
significantly, including collaborations such as Arrange(TM) by Tom
Pigeon and national exclusivity with key Italian design brand,
14oraitaliana. Our commercial sales teams now have access to over
3,000 additional product options to satisfy the needs of their
customer. Our focus on leveraging our buying scale and advantage
means that over 70% of all Parkside product is sourced through
preferred Group suppliers, optimising cost, quality and
availability and providing material gross profit improvements to be
realised in 2019. Continued investment in technical capability
means we lead the market in in-house testing capabilities.
People
The Group's success is underpinned by industry-leading levels of
customer service and this is reflected in our "Leading People"
initiative. This means that we are very focussed on our colleagues
that deliver this service, with their capability and engagement
levels being absolutely key.
Progress and Outlook
Colleague engagement in the business remains at the highest
level we have seen since we started formally measuring this key
metric four years ago. We have plans to launch a new system to
allow us to increase both the quality and frequency of our
measurement and engagement with the introduction of regular "pulse"
surveys.
We are investing in improvements in our HR and payroll
technology in order to improve efficiency, ways of working, risk
management and colleague engagement.
Our online Learning Management System, "theHub" continues to be
our primary vehicle for delivery of Learning & Development
activity; it is very well utilised with the majority of colleagues
logging on at least once every month. At a senior level we are
focussed on leadership capability and how we manage change. We are
developing new processes for performance management which will
reflect a more modern and flexible approach.
Retail
Our Topps Tiles retail strategy for the domestic market of "Out
Specialising the Specialists" continues to be very effective. This
strategy is focused on providing both our retail and trade
customers a truly inspirational experience - both online and in
store.
Progress and Outlook
The majority of our customers will utilise our website as the
first step of their shopping journey with us - often as part of the
research phase. We continue to invest in our digital capability and
our website is ranked in the top 25 for UK retailers. The
integration between all channels continues, with growing confidence
in the direct linkage between online traffic and store footfall.
Social media is increasingly important, both for the research phase
of a project and also the sharing of the completed project, and we
regularly receive 1.2 million views per month on Pinterest. We are
working with multiple social media influencers who have a combined
reach of c.3.3 million people.
The business continues to be well-invested. Over the first half
we have continued the roll-out of our all store improvement
programme which includes the introduction of new merchandising
initiatives such as a design advice area in all of our stores over
a three-year programme (concluding in 2020). The majority of our
customers shop infrequently for tiles which means that when they do
they need the high levels of advice and expertise that our
colleagues provide resulting in world class customer service in
store. During the first half we launched a new customer feedback
system, "Tile Talk", which has resulted in an overall satisfaction
score of 86%, placing us within the top 5 of UK retailers.
The size of our store portfolio is also a key source of
competitive advantage, making us very convenient for the majority
of the UK population. At the period end we had 361 stores (2018:
375 stores), having opened six and closed 13 during the first half.
We expect to see continued movement in the portfolio through active
management based on openings, closures and relocations - optimising
size of the portfolio for the UK to reflect changing customer needs
over time. Critically, the average unexpired lease term to the next
break opportunity is 3.9 years (2018: 4.3 years), however, when
removing those stores which are strategically important (where we
have proactively taken longer terms to secure our tenure) the
average unexpired lease term to break falls to 3.1 years (2018: 3.7
years) - the portfolio flexibility this provides is a key strength
of the business.
Our trade customers provide a vital link to those homeowners who
prefer to transact through their fitter rather than with us direct.
We have a trade loyalty scheme which leads our market place - with
99,000 traders now registered and earning points (2018: 70,000). We
have also recently launched a trade credit scheme which we believe
will further extend our appeal to larger traders.
Commercial
Historically the Group had a very small representation in the
commercial market through 'walk in' sales made in its retail
stores. In 2017 we identified commercial as an opportunity for
expansion and profitable growth and acquired the Parkside business,
almost doubling the Group's addressable market. Our strategy of
"disrupt and construct" means that we plan to disrupt the existing
competitive landscape whilst constructing the foundations of a new
market leader - leveraging the size and scale of the Group is
central to this plan. We are confident that the commercial market
continues to present an excellent opportunity for profitable growth
of the Group.
Progress and Outlook
2019 has been a period of investment and growth at Parkside and
we have made excellent progress against our strategic aims. During
the first half of our financial year, underlying sales from our
Parkside business have grown by around three times and we have
opened our flagship design studio in Clerkenwell at the heart of
London's architectural and design community.
During 2019 we have been busy establishing our presence and
growing our potential order book. As planned, we are investing in
the short term to build scale. Unlike the domestic market,
commercial projects often take well over a year to progress from
the design and planning stage through the tile specification phase
and then on to construction and fitting. Over the first half the
trading loss was GBP1.0 million; we expect the full year loss to be
in the region of GBP1.5 million. These losses have been viewed as a
longer term investment and as such have been excluded from the
adjusted financial position of the Group for this year.
In April 2019 the Group acquired Strata Tiles Ltd - a recognised
and respected specialist supplier of tiles to the commercial
market. To the year ended March 2018, Strata generated turnover of
GBP4.8 million and a profit before tax of GBP0.7 million. This
acquisition is an important step in building both scale and our
specialist credentials in the commercial tile market. Parkside and
Strata will continue to be run as separate brands under a common
management structure and, whilst there is limited cross over in
terms of existing customer base, we expect the Group's buying scale
to bring significant benefit to Strata.
Risks and Uncertainties
The Board continues to monitor the key risks and uncertainties
of the Group and does not consider that there has been any material
change to those documented in the 2018 Annual Report and Accounts.
The key risks include: Brexit (from a perspective of general
economic and consumer confidence, foreign exchange rate
fluctuation, and supply chain disruption), appropriate business
strategy, threat from competitors, attracting and retaining talent,
store portfolio, loss of a key supplier, financing, cyber security,
major reputational damage, and fitter availability.
Board Composition
The Board comprises an Independent Non-Executive Chairman, three
Independent Non-Executive Directors and two Executive Directors. As
such the composition is fully compliant with the UK Corporate
Governance Code.
Going Concern
Based on a detailed review, the Board believes the Group will
continue to operate within its loan facility covenants, and meet
all of its financial commitments as they fall due. On this basis
the Board considers that the Group will be able to continue as a
going concern for a period of at least 12 months and has prepared
the financial statements on this basis.
Current Trading & Outlook
We continue to strengthen our position as the UK's leading tile
specialist. In our core retail business, our proven strategy of
"Out Specialising the Specialists" is supporting further gains in
market share. In addition, we further strengthened our position in
the commercial tile market with the acquisition of Strata Tiles,
accelerating our plan to build a leading position in the commercial
sector over the medium term.
We have made an encouraging start to the second half, with
like-for-like sales in the first seven weeks increasing by 1.2%
(2018: decrease of 0.2%).
Matthew Williams Rob Parker
Chief Executive Officer Chief Financial Officer
21 May 2019
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34
'Interim Financial Reporting';
(b) the interim management report includes a fair review of the information required by DTR
4.2.7R (indication of important events during the first six months and description of principal
risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR
4.2.8R (disclosure of related parties' transactions and changes therein).
By order of the Board,
Matthew Williams Rob Parker
Chief Executive Officer Chief Financial Officer
21 May 2019
Cautionary statement
This Interim Management Report ("IMR") has been prepared solely
to provide additional information to shareholders to assess the
Group's strategies and the potential for those strategies to
succeed. The IMR should not be relied on by any other party or for
any other purpose.
The IMR contains certain forward-looking statements. These
statements are made by the directors in good faith based on the
information available to them up to the time of their approval of
this report but such statements should be treated with caution due
to the inherent uncertainties, including both economic and business
risk factors, underlying any such forward-looking information.
This interim management report has been prepared for the Group
as a whole and therefore gives greater emphasis to those matters
which are significant to Topps Tiles Plc and its subsidiary
undertakings when viewed as a whole.
Independent review report to Topps Tiles Plc
Report on the interim report
Our conclusion
We have reviewed Topps Tiles Plc's interim report (the "interim
financial statements") in the Unaudited Interim Report of Topps
Tiles Plc for the 26 week period ended 30 March 2019. Based on our
review, nothing has come to our attention that causes us to believe
that the interim financial statements are not prepared, in all
material respects, in accordance with International Accounting
Standard 34, 'Interim Financial Reporting', as adopted by the
European Union and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The interim financial statements comprise:
-- the condensed consolidated statement of financial position
as at 30 March 2019;
-- the condensed consolidated statement of financial performance
for the period then ended;
-- the condensed statement of cash flows for the period
then ended;
-- the condensed consolidated statement of changes in equity
for the period then ended; and
-- the explanatory notes to the interim financial statements.
The interim financial statements included in the Unaudited
Interim Report have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and the Disclosure Guidance and Transparency
Rules sourcebook of the United Kingdom's Financial Conduct
Authority.
As disclosed in note 1 to the interim financial statements, the
financial reporting framework that has been applied in the
preparation of the full annual financial statements of the Group is
applicable law and International Financial Reporting Standards
(IFRSs) as adopted by the European Union.
Responsibilities for the interim financial statements and the
review
Our responsibilities and those of the directors
The Unaudited Interim Report, including the interim financial
statements, is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the
Unaudited Interim Report in accordance with the Disclosure Guidance
and Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
Our responsibility is to express a conclusion on the interim
financial statements in the Unaudited Interim Report based on our
review. This report, including the conclusion, has been prepared
for and only for the company for the purpose of complying with the
Disclosure Guidance and Transparency Rules sourcebook of the United
Kingdom's Financial Conduct Authority and for no other purpose. We
do not, in giving this conclusion, accept or assume responsibility
for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed
by our prior consent in writing.
What a review of interim financial statements involves
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK) and,
consequently, does not enable us to obtain assurance that we would
become aware of all significant matters that might be identified in
an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Unaudited
Interim Report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the interim financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
East Midlands
21 May 2019
Condensed Consolidated Statement
of Financial Performance
for the 26 weeks ended 30 March
2019
26 weeks 26 weeks 52 weeks
ended ended ended
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
Note (Unaudited) (Unaudited) (Audited)
Group revenue - continuing operations 110,346 110,544 216,887
Cost of sales (42,852) (43,861) (84,464)
--------------------------------------- ----- ------------ ------------ -------------
Gross profit 67,494 66,683 132,423
Employee profit sharing (2,818) (3,537) (6,268)
Distribution and selling costs (43,058) (41,853) (82,572)
Other operating expenses (5,295) (3,656) (9,480)
Administrative costs (7,579) (8,219) (15,575)
Sales and marketing costs (3,160) (2,584) (4,793)
Group operating profit 5,584 6,834 13,735
Net finance costs (416) (462) (1,047)
Profit before taxation 5,168 6,372 12,688
Taxation 3 (1,220) (1,220) (3,029)
--------------------------------------- ----- ------------ ------------ -------------
Profit for the period attributable
to
equity holders of the parent company 3,948 5,152 9,659
--------------------------------------- ----- ------------ ------------ -------------
Earnings per ordinary share from
continuing operations
-basic 5 2.03p 2.67p 5.00p
-diluted 5 2.01p 2.63p 4.93p
There are no other recognised gains and losses for the current
and preceding financial periods other than the results shown above.
Accordingly a separate Condensed Consolidated Statement of
Comprehensive Income has not been prepared.
Condensed Consolidated Statement
of Financial Position
as at 30 March
2019
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
Note (Unaudited) (Unaudited) (Audited)
--------------------------- ----- ------------ ------------ -------------
Non-current assets
Goodwill 1,461 1,096 1,461
Intangible assets 548 429 339
Property, plant
and equipment 46,861 52,046 47,953
Investment properties 1,233 - 1,233
--------------------------- ----- ------------ ------------ -------------
50,103 53,571 50,986
--------------------------- ----- ------------ ------------ -------------
Current assets
Inventories 33,183 31,226 30,154
Trade and other
receivables 8,635 6,653 8,712
Cash and cash equivalents 12,030 9,901 13,842
--------------------------- ----- ------------ ------------ -------------
53,848 47,780 52,708
--------------------------- ----- ------------ ------------ -------------
Total assets 103,951 101,351 103,694
Current liabilities
Trade and other
payables (39,640) (33,392) (38,648)
Current tax liabilities (2,251) (2,406) (2,923)
Provisions (1,424) (1,215) (1,197)
Total current liabilities (43,315) (37,013) (42,768)
--------------------------- ----- ------------ ------------ -------------
Net current assets 10,533 10,767 9,940
--------------------------- ----- ------------ ------------ -------------
Non-current liabilities
Bank loans 6 (29,894) (34,980) (29,851)
Deferred tax liabilities (1,057) (990) (1,017)
Provisions for
liabilities and
charges (3,426) (4,049) (3,395)
--------------------------- -----
Total liabilities (77,692) (77,032) (77,031)
--------------------------- ----- ------------ ------------ -------------
Net assets 26,259 24,319 26,663
--------------------------- ----- ------------ ------------ -------------
Equity
Share capital 10 6,548 6,548 6,548
Share premium 2,490 2,490 2,490
Own shares (1,548) (4,411) (3,750)
Merger reserve (399) (399) (399)
Share-based payment
reserve 4,070 3,999 3,945
Capital redemption
reserve 20,359 20,359 20,359
Accumulated losses (5,261) (4,267) (2,530)
Total funds attributable
to equity holders
of the parent 26,259 24,319 26,663
--------------------------- ----- ------------ ------------ -------------
Condensed Consolidated Statement of Changes in
Equity
For the 26 weeks ended 30 March 2019
Equity attributable to equity holders of the
parent
---------------- ------------------------------------------------------------------------------------ ------ ---
Share-based Capital
Share Share Own Merger payment redemption Retained Total
capital premium shares reserve reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- ---------- ---------- ---------- ------------ ------------- --------- -----------
Balance at
29 September
2018 (Audited) 6,548 2,490 (3,750) (399) 3,945 20,359 (2,530) 26,663
Profit and
total
comprehensive
income
for the period - - - - - - 3,948 3,948
Issue of share
capital - - - - - - - -
Dividends - - - - - - (4,483) (4,483)
Own shares
issued
in the period - - 2,202 - - - (2,202) -
Credit to
equity
for
equity-settled
share based
payments - - - - 125 - - 125
Deferred tax
on share-based
payment
transactions - - - - - - 6 6
---------------- -------- ---------- ---------- ---------- ------------ ------------- --------- -----------
Balance at
30 March 2019
(Unaudited) 6,548 2,490 (1,548) (399) 4,070 20,359 (5,261) 26,259
---------------- -------- ---------- ---------- ---------- ------------ ------------- --------- -----------
For the 26 weeks ended 31 March 2018
Equity attributable to equity holders of
the parent
---------------- ----------------------------------------------------------------- --------- --------
Share-based Capital
Share Share Own Merger payment redemption Retained Total
capital premium shares reserve reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
Balance at
30 September
2017 (Audited) 6,548 2,487 (4,411) (399) 3,921 20,359 (4,952) 23,553
Profit and
total
comprehensive
income
for the period - - - - - - 5,152 5,152
Issue of share
capital - 3 - - - - - 3
Dividends - - - - - - (4,439) (4,439)
Credit to
equity
for
equity-settled
share based
payments - - - - 78 - - 78
Deferred tax
on share-based
payment
transactions - - - - - - (28) (28)
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
Balance at
31 March 2018
(Unaudited) 6,548 2,490 (4,411) (399) 3,999 20,359 (4,267) 24,319
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
For the 52 weeks ended 29 September 2018
Equity attributable to equity holders of
the parent
---------------- ----------------------------------------------------------------- --------- --------
Share-based Capital
Share Share Own Merger payment redemption Retained Total
capital premium shares reserve reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
Balance at
30 September
2017 (Audited) 6,548 2,487 (4,411) (399) 3,921 20,359 (4,952) 23,553
Profit and
total
comprehensive
income
for the period - - - - - - 9,659 9,659
Issue of share
capital - 3 - - - - - 3
Dividends - - - - - - (6,566) (6,566)
Own shares
issued
in the period - - 661 - - - (661) -
Credit to
equity
for
equity-settled
share based
payments - - - - 24 - 12 36
Deferred tax
on share-based
payment
transactions - - - - - - (22) (22)
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
Balance at
29 September
2018
(Audited) 6,548 2,490 (3,750) (399) 3,945 20,359 (2,530) 26,663
---------------- -------- -------- -------- -------- ------------ ----------- --------- --------
Condensed Statement of Cash Flows
for the 26 weeks ended 30 March 2019
26 weeks 26 weeks 52 weeks
ended ended ended
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited) (Audited)
------------------------------------------------------ ---------------- -------------- -------------
Cash flow from operating activities
Profit for the period 3,948 5,152 9,659
Taxation 1,220 1,220 3,029
Finance costs 425 471 1,072
Investment revenue (9) (9) (25)
Group operating profit 5,584 6,834 13,735
Adjustments for:
Depreciation of property, plant and
equipment 3,574 3,473 6,983
Amortisation of intangible assets 45 - 90
(Gain)/loss on disposal of property,
plant and equipment 851 (245) 537
Decrease in fair value of investment
properties - - 1,651
Share option charge/(credit) 125 78 24
(Increase)/decrease in trade and
other receivables 77 (151) (2,241)
Increase in inventories (3,029) (1,724) (652)
Increase in payables 1,261 1,175 5,419
------------------------------------------------------ ---------------- -------------- -------------
Cash generated by operations 8,488 9,440 25,546
Interest paid (393) (383) (1,109)
Taxation paid (1,846) (1,298) (2,543)
------------------------------------------------------ ---------------- -------------- -------------
Net cash from operating activities 6,249 7,759 21,894
Investing activities
Interest received 9 9 25
Purchase of property, plant, equipment
and intangibles (3,587) (1,977) (5,052)
Purchase of investment property - - (2,884)
Proceeds on disposal of property,
plant and equipment - 1,045 3,921
Net cash used in investment activities (3,578) (923) (3,990)
Financing activities
Dividends paid (4,483) (4,439) (6,566)
Proceeds from issue of share capital - 3 3
Repayment of bank loans - - (5,000)
Net cash generated (used in) / from
financing activities (4,483) (4,436) (11,563)
Net increase/(decrease) in cash and
cash equivalents (1,812) 2,400 6,341
------------------------------------------------------ ---------------- -------------- -------------
Cash and cash equivalents at beginning
of period 13,842 7,501 7,501
------------------------------------------------------ ---------------- -------------- -------------
Cash and cash equivalents at end
of period 12,030 9,901 13,842
------------------------------------------------------ ---------------- -------------- -------------
1. General information
The interim report was approved by the Board on 21 May 2019. The
financial information for the 26 weeks ended 30 March 2019 has been
reviewed by the company's new auditor PwC. Their report is included
within this announcement. The financial information for the 52 week
period ended 29 September 2018 has been based on information in the
audited financial statements for that period.
The comparative figures for the 52 week period ended 29
September 2018 are an abridged version of the Group's full
financial statements and, together with other financial information
contained in these interim results, do not constitute statutory
financial statements of the Group as defined in section 434 of the
Companies Act 2006. A copy of the statutory accounts for that 52
week period has been delivered to the Registrar of Companies. The
auditor has reported on those accounts: their report was
unqualified, did not draw attention to any matters by way of
emphasis and did not contain a statement under s498 (2) or (3) of
the Companies Act 2006.
This condensed set of consolidated financial statements has been
prepared for the 26 weeks ended 30 March 2019 and the comparative
period has been prepared for the 26 weeks ended 31 March 2018.
Basis of preparation and accounting policies
The annual financial statements of Topps Tiles Plc are prepared
in accordance with IFRSs as adopted by the European Union. The
unaudited condensed consolidated set of financial statements
included in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34 'Interim
Financial Reporting', as adopted by the European Union. With the
exception of amendments to revenue, receivables and financial asset
policies as a result of IFRS 9 and 15 (described below), the same
accounting policies, presentation and methods of computation are
followed in the condensed set of financial statements as applied in
the Group's latest annual audited financial statements.
New and amended standards adopted by the Group
A number of new or amended standards became applicable for the
current reporting period. The impact of the adoption of these
standards is detailed below.
The Group has adopted IFRS 9 'Financial Instruments' for the
first time in the current financial year. IFRS 9 replaces IAS 39
which relates to the recognition, classification, measurement and
impairment of financial assets and liabilities and hedge
accounting. The adoption of IFRS 9 had no impact on the Group's
retained earnings at 30 September 2018 or the interim consolidated
financial information at 30 March 2019.
The Group has adopted IFRS 15 'Revenue from contracts with
customers' for the first time in the current financial year, which
resulted in the reclassification of amounts recognised in the
financial statements. None of the adjustments impacted the Group's
retained earnings. Provisions for customer returns were previously
presented on a net basis, as part of accruals and deferred income.
Following the adoption of IFRS 15, they are now shown on a gross
basis and liabilities for the full amount expected to be refunded
to customers (GBP1.1m as at 30 March 2019) are included in trade
and other payables. Subsequently assets for the value of goods
expected to be returned are included in inventories (GBP0.4m as at
30 March 2019). There is no change to the Group's revenue
recognition under IFRS 15. The Group has adopted IFRS 15 using the
cumulative effect method, where we have recognised the cumulative
effect of applying the new standard at the date of initial
application.
New accounting standards not yet adopted
At the Statement of Financial Position date, there are a number
of new standards and amendments to existing standards in issue but
not yet effective. None of these are expected to have a significant
effect on the financial statements of the Group, except IFRS 16
detailed below.
IFRS 16 "Leases" was issued in January 2016 to replace IAS 17
"Leases" and has been endorsed by the EU. The standard is effective
for accounting periods beginning on or after 1 January 2019 and
will be adopted by the Group in the period ending 3 October
2020.
All of the Group's operating leases, apart from those leases
captured under the low value and short term lease exemptions, will
be recognised on the Statement of Financial Position, which will
give rise to the recognition of an asset representing the right to
use the leased item and an obligation for future lease payables.
Lease costs will be recognised in the form of depreciation of the
right to use asset and interest on the lease liability, resulting
in a higher interest expense in the earlier years of the lease
term. The total expense recognised in the Statement of Financial
Performance over the life of the lease will be unaffected by the
new standard. However, IFRS 16 will result in the timing of lease
expense recognition being accelerated for leases which would be
currently accounted for as operating leases. Rental costs will be
replaced by interest and depreciation charges and therefore, IFRS
16 will impact the Group's profit each period.
The Group has a project team working to determine the effect of
this new Standard on its existing lease portfolio of approximately
370 property leases and other contracts and implement the processes
and systems necessary to comply with its requirements. Given the
complexities of IFRS 16 and the material sensitivity to key
assumptions, such as discount rates, it is not yet practicable to
fully quantify the effect of IFRS 16 on the financial statements of
the Group. The Group will continue to monitor the practical
interpretation of the new leasing standard within the retail sector
prior to full implementation.
The Group intends to apply the modified retrospective approach
on transition and will not restate the comparative information.
Under this transition route, any difference between asset and
liability is recognised in opening retained earnings at the
transition date. The lease liability is calculated using a discount
rate at the date of transition, rather than at the lease
commencement date.
Going concern
Based on a detailed review of the risks and uncertainties
contained within the risks and uncertainties section above, the
financial facilities available to the Group, management's latest
revised forecasts and a range of sensitised scenarios the Board
believe the Group will continue to meet all of its financial
commitments as they fall due and will be able to continue as a
going concern. The Board, therefore, consider it appropriate to
prepare the financial statements on a going concern basis.
2. Business segments
IFRS 8 requires operating segments to be identified on the basis
of internal reports about components of the Group that are
regularly reviewed by the Chief Executive to allocate resources to
the segments and to assess their performance. As there is one
segment, being the operation of retail stores and contract tile
sales in the UK and online business segment, and the Chief
Executive bases decisions on the performance of the Group as a
whole, separate operating segments have not been identified.
3. Taxation
26 weeks 26 weeks 52 weeks
ended ended ended
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited) (Audited)
-------------------------------------- ------------ ------------ -------------
Current tax - charge for the period 1,174 1,330 3,115
Current tax - adjustment in respect
of previous periods - - (11)
Deferred tax - (credit) /charge
for the period 46 (110) (94)
Deferred tax - adjustment in respect
of previous periods - - 19
1,220 1,220 3,029
-------------------------------------- ------------ ------------ -------------
4. Interim dividend
An interim dividend of 1.10p (2018: 1.10p) per ordinary share
has been declared payable on 12 July 2019 to shareholders on the
register at 7 June 2019; in accordance with IFRS the dividend will
be recorded in the financial statements in the second half of the
period. A final dividend of 2.30p per ordinary share was approved
and paid in the period, in relation to the 52 week period ended 29
September 2018.
5. Earnings per share
Basic earnings per share for the 26 weeks ended 30 March 2019
were 2.03p (2018: 2.67p) having been calculated on earnings (after
deducting taxation) of GBP3,948,000 (2018: GBP5,152,000) and on
ordinary shares of 194,432,705 (2018: 192,856,555), being the
weighted average of ordinary shares in issue during the period.
Diluted earnings per share for the 26 weeks ended 30 March 2019
were 2.01p (2018: 2.63p) having been calculated on earnings (after
deducting taxation) of GBP3,948,000 (2018: GBP5,152,000) and on
ordinary shares of 196,086,530 (2018: 195,973,163), being the
weighted average of ordinary shares in issue during the period.
Adjusted earnings per share for the 26 weeks ended 30 March 2019
were 3.15p (2018: 3.01p) having been calculated on adjusted
earnings after tax of GBP6,123,000 (2018: GBP5,804,000) being
earnings (after deducting taxation) of GBP3,948,000 adjusted for
the post-tax impact of the following items: gain on disposal of a
freehold property of GBPnil (2018: GBP198,000), a net charge in
relation to property related provisions of GBP689,000 (2018:
GBP488,000), impairment of property plant and equipment of
GBP678,000 (2018: GBPnil) and the trading loss for the period in
relation to Parkside Ceramics Ltd of GBP808,000 (2018: GBP362,000).
The trading loss in relation to Parkside Ceramics Ltd has been
classified as an adjusting item as we go through an initial two
year phase of investing in growth, and as such the Board do not
consider this to be representative of underlying business
performance.
6. Bank loans
26 weeks 26 weeks 52 weeks
ended ended ended
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited) (Audited)
--------------------------------- ------------ ------------ -------------
Bank loans (all sterling) 29,809 34,864 29,766
--------------------------------- ------------ ------------ -------------
The borrowings are repayable
as follows:
On demand or within one year - - -
In the third to fifth year 30,000 35,000 30,000
--------------------------------- ------------ ------------ -------------
30,000 35,000 30,000
Less: total unamortised issue
costs (191) (136) (234)
--------------------------------- ------------ ------------ -------------
29,809 34,864 29,766
Issue costs to be amortised
within 12 months 85 116 85
--------------------------------- ------------ ------------ -------------
Amount due for settlement after
12 months 29,894 34,980 29,851
The Group has in place a GBP35.0 million committed revolving credit
facility, expiring 29 June 2021. The Group also has an Accordion
Option for GBP15.0 million. As at 30 March 2019, GBP30.0 million
of this facility was drawn (2018: GBP30.0 million). The loan facility
contains financial covenants which are tested on a biannual basis.
7. Financial instruments
Carrying value and fair value
26 weeks 26 weeks 52 weeks
ended ended ended
30 March 31 March 29 September
2019 2018 2018
GBP'000 GBP'000 GBP'000
(Unaudited) (Unaudited) (Audited)
------------------------------- ------------ ------------ -------------
Financial assets
Fair value through profit and
loss - - 168
Financial liabilities
Fair value through profit and
loss 255 299 -
------------------------------- ------------ ------------ -------------
The fair values of financial assets and financial liabilities
are determined as follows:
Foreign currency forward contracts are measured using quoted
forward exchange rates and yield curves derived from quoted
interest rates matching maturities of the contracts.
The fair values are therefore categorised as Level 2 (2018:
Level 2), based on the degree to which the fair value is
observable. Level 2 fair value measurements are those derived from
inputs other than unadjusted quoted prices in active markets (Level
1 categorisation) that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from
prices).
At 30 March 2019 the fair value of the Group's currency
derivatives is a loss of GBP254,913 within trade and other payables
(2018: GBP298,518 loss). These amounts are based on the market
value of equivalent instruments at the balance sheet date.
Losses of GBP422,611 are included in cost of sales (2018:
GBP174,372 loss).
8. Contingent liabilities
The group have an open tax enquiry with HMRC, dating back to
2009 relating to EU loss relief in relation to the closed Dutch
retail business. Historically the Group, supported by external
professional advice, had been of the opinion that the prospect of
needing to settle on this matter was remote. HMRC have recently
hardened their stance, and given updated professional advice
received, the Directors believe that it is possible, and not
probable, that the claim will be settled and therefore has been
disclosed as a contingent liability. The potential undiscounted
amount of the total payments that the Group could be required to
make if there was an adverse decision related to this matter is
approximately GBP0.9m.
9. Events after the balance sheet date
On 18 April 2019, the Group announced the acquisition of 80% of
the issued share capital of Strata Tiles Ltd, a supplier of tiles
to the commercial market. The acquisition also involves the grant
of put and call options relating to the purchase by the Group of
the remaining 20% of the issued shares in Strata, which are
exercisable in 2021.
Consideration for the acquisition was financed from the Group's
existing bank facilities. The consideration was paid in cash, with
GBP3.3m (plus a GBP0.4m closing adjustment) being paid on
completion of the initial acquisition of 80% of the issued share
capital. Up to a further GBP2m will be paid on completion of the
acquisition of the remaining 20% of the issued share capital, being
subject to performance targets over a two-year period.
The Board expects the acquisition of Strata to be accretive to
earnings in the current year and beyond.
The financial effects of the above transaction have not been
brought to account at 30 March 2019. The operating results and
assets and liabilities of the company will be brought to account
from 18 April 2019.
10. Share capital
The issued share capital of the Group as at 30 March 2019
amounted to GBP6,548,000 (31 March 2018: GBP6,548,000). The Group
did not issue any shares during the period, therefore the number of
shares remains at 196,440,971.
11. Seasonality of sales
Historically there has not been any material seasonal difference
in sales between the first and second half of the reporting period,
with approximately 50% of annual sales arising in the period from
October to March.
12. Related party transactions
S.K.M Williams is a related party by virtue of his 10.5%
shareholding (20,343,950 ordinary shares) in the Group's issued
share capital (2018: 10.5% shareholding of 20,343,950 ordinary
shares).
At 30 March 2019 S.K.M Williams was the landlord of two
properties leased to Multi Tile Limited, a trading subsidiary of
Topps Tiles Plc, for GBP122,000 (2018: two properties for
GBP114,000) per annum.
No amounts were outstanding with S.K.M. Williams at 30 March
2019 (2018: GBPnil). The lease agreements on all properties are
operated on commercial arm's length terms.
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not
disclosed in this note, in accordance with the exemption available
under IAS24.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR AMMFTMBBTBBL
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