TIDMRST
RNS Number : 9619T
Restore PLC
28 July 2022
28 July 2022
Restore plc
("Restore" or the "Group" or "Company")
Half Year Results 2022
Strategy delivering organic momentum and acquisition
expansion
Restore plc (AIM: RST), the UK's leading provider of digital and
information management and secure lifecycle services, is pleased to
announce its unaudited results for the six months ended 30 June
2022 ("H1" or "the period").
OVERVIEW
Restore continued to deliver strategic progress with substantial
revenue growth of 32% in the first half, driven by strong organic
momentum (+19%) and the successful integration of acquisitions made
in 2021 and H1 2022 (+13%).
Digital and Information Management achieved revenue growth of
41% as a result of strategic contract wins in the last 18 months
and excellent operational delivery in H1. Secure Lifecycle Services
grew revenue by 20% with Technology growing strongly (+40%) and
Datashred also performing well (+33%). The Group also successfully
managed inflationary cost pressures during the period through
proportionate price rises, whilst driving cost reductions across
the Group.
With strong organic momentum, three further acquisitions
completed in H1 and substantial financial capacity to make further
acquisitions, the Group continues to grow capability and scale and
management remain confident of delivering its stated objective to
reach annual revenues of GBP450 million and double EBITDA to
GBP150m in the medium term.
FINANCIAL SUMMARY H1 2022 H1 2021 Change
-------------------------------- ---------- ---------- -------
Revenue GBP140.3m GBP106.1m +32%
Adjusted Profit Before Tax* GBP21.2m GBP15.6m +36%
Statutory Profit Before Tax GBP14.1m GBP8.9m +58%
Adjusted EBITDA* GBP40.3m GBP33.2m +21%
Net Debt GBP103.5m GBP91.6m +13%
Adjusted* Earnings Per Share** 12.6p 9.8p +29%
Statutory Earnings Per Share 7.5p 1.5p +400%
Dividend per share 2.6p 2.5p +4%
--------------------------------- ---------- ---------- -------
* stated before exceptional items and amortisation
**calculated using a standard tax charge
HIGHLIGHTS
Strong business momentum and organic expansion resulting from
high customer satisfaction and innovation
-- Increasing demand and activity continuing from 2021
-- Major contract wins in Digital and Information Management
-- Substantial evolution of the Group's product range in Digital and Technology businesses
-- 'Restoring our World', ESG strategy on track
Excellent progress in acquisition strategy
-- Successful integration of prior year acquisitions, all on track or ahead of plan
-- Two bolt-on investments in Records Management for GBP0.7m during H1
-- Strategic acquisition of Ultratec for an enterprise value of GBP9.3m in May
-- Well developed pipeline of acquisition opportunities
Substantial financial growth
-- Revenue of GBP140.3m (+32%) from organic growth (+19%) and acquisitions (+13%)
-- Strong profit delivery of GBP21.2m (+36%) with price and
productivity mitigation of cost pressures
-- Adjusted EPS of 12.6p (+29%)
-- Annualised run rate revenue increased to c.GBP280m per annum
Strong cash management with leverage reduced to 1.7x as at 30
June 2022, with substantial headroom for further investment.
Interim dividend declared of 2.6p per share (2021:2.5p).
Management remain confident the Group will deliver strong growth
for FY22.
Growth strategy on track to double EBITDA to GBP150m.
OUTLOOK
The Board is pleased with the Group's strategic progress during
H1 and the delivery of sustained organic momentum and successful
integration of acquisitions made during the last 18 months.
Management remain confident that the Group will deliver strong
growth for FY22, with activity levels increasing and pricing
adjustments offsetting cost increases. However, rising interest
rates are leading to higher finance charges and it is anticipated
that interest costs will be GBP1.0 million to GBP2.0 million
greater than planned for the year.
Looking further ahead, the critical services that the Group
provides in digital transformation, information management and
secure lifecycle services are in high demand and Restore is in a
strong position to capitalise on its market leading positions. The
Group's strategy to grow through organic expansion, strategic
acquisition and margin improvement remains on track to deliver a
larger, responsible and highly profitable business in the medium
term.
CHARLES BLIGH, CEO, commented:
"I am delighted with the growth achieved in the first half which
demonstrates that our strategy and execution is on track. Across
the Group we are seeing increasing sales activity and significant
customer contract wins. Our staffing levels have grown
substantially in the last 6 months in order to support delivery and
I want to thank the whole team for doing such a great job and
ensuring customer experience continues to be at the heart of what
we do.
In addition to our confidence in future organic growth, we have
a well developed pipeline of acquisition opportunities and, with
our strong balance sheet, we are looking forward to completing
further investments in H2 and continuing to deliver great results
for our shareholders and customers."
For further information please contact:
Restore plc www.restoreplc.com
Charles Bligh, CEO
Neil Ritchie, CFO +44 (0) 207 409 2420
Investec (Nominated Adviser and Joint www.investec.com
Broker)
Carlton Nelson
James Rudd +44 (0) 207 597 5970
Canaccord Genuity (Joint Broker, Corporate www.canaccordgenuity.com
Advisor)
Max Hartley
Chris Robinson +44 (0) 207 523 8000
Citi (Joint Broker) www.citigroup.com
Stuart Field
Laura White +44 (0) 207 986 4074
Buchanan Communications (PR enquiries) www.buchanan.uk.com
Charles Ryland
Stephanie Whitmore +44 (0) 207 466 5000
BUSINESS PERFORMANCE
The Group achieved a strong performance in H1, with revenue up
32% vs the same period in 2021 and importantly showing sequential
improvement with an increase of 13% in Q2 over Q1.
Restore has a clear, high growth strategy, with ambitious but
achievable strategic growth objectives. The financial performance
of the business is clearly showing delivery against the stated
growth pillars of organic expansion, strategic acquisitions and
margin enhancement through scale and productivity, despite the
headwinds resulting from the global pandemic and macro-economic
uncertainty.
Digital and Information Management
Our Digital and Information Management division comprises
Restore Records Management and Restore Digital.
For the period, the division achieved an adjusted operating
profit of GBP24.6m (H1 2021: GBP18.8m) on turnover of GBP87.1m (H1
2021: GBP61.9m).
Restore Records Management - Revenue GBP55.9m up 17% YoY (H1
2021: GBP47.7m)
Revenue increased strongly at +17% YoY driven by organic growth
of 11% and acquisition related growth of 6%.
Activity levels increased YoY and are now above pre-covid
levels. Within this activity, BAU service levels (normal pickups
and file deliveries) are down on pre-covid levels which was
expected given part of the period was impacted by covid ways of
working but this was more than offset by the increase in projects
with customers. The contract with DWP (Department for Work and
Pensions) to audit and consolidate c.27million files started on the
1 April 2022 and is on track to be completed at the end of this
year.
Our insight from customers in the last six months is consistent
with pre-covid research that customers are still looking for long
term storage while they look to transform their businesses. They
find it difficult to know where to start in the digital
transformation and are looking to Restore to help them to
effectively use their highly valuable and long-term data held in a
physical form with new data held in a digital form.
Positive organic net box growth was achieved plus additional box
growth of 78k boxes through two 'pick and lift' storage
acquisitions. Restore is winning new business in the market with
c.140 new customers in H1 2022, which is three times the pre-covid
levels seen in 2019, clearly showing successful and strong sales
execution from the team. Of these new c.140 accounts, 70% are
customers with un-vended boxes. New Box intake and Organic growth
were up substantially from H1 2021 and destructions are back to
pre-covid levels while perm-out (where a customer permanently
checks out a box) have decreased vs pre-covid levels. Restore
started the year with 22m boxes in storage and we are expecting the
full year organic box growth to be between 1-2% plus acquisition
related increases in box storage driving strong revenue growth.
The storage utilisation rate of 91% reflects the addition of new
capacity (in H2 2021) which will cater for our organic growth over
the next 18 months plus ongoing consolidation of the property
estate. The Group emptied three sites with over 320k boxes moved in
H1 and is progressing the exit from a further three sites with over
500k boxes into existing, larger facilities. We are currently
working through further additional lease and warehouse expansion
opportunities to underpin the growth and consolidation strategy
including a planning application to significantly extend our
freehold site in Sittingbourne.
The pipeline of acquisitions continues to develop and we have
started H2 2022 strongly with a number of customer awards for large
projects.
Restore Digital - Revenue GBP31.2m up 120% YoY (H1 2021:
GBP14.2m)
As a result of the transformation of Restore Digital (scale and
scope of services) over the last two years, the business showed
exceptional revenue growth of 120%, and delivered turnover of
GBP31.2m for the period. This increase comprised of organic growth
of 65% from strong project revenues and underlying sales growth,
and acquisition related growth of 55% as a result of the EDM
acquisition in April 2021.
Strong growth in H1 2022 was underpinned by a substantial
contract award from HMRC, a successful Public Sector Government
contract delivered in partnership with APS Group, and the return of
the examination scanning activities for RM Education. To deliver
these contracts, over 500 staff were successfully onboarded during
H1. As Restore Digital exits the period, staffing levels are 26%
higher than H1 2021.
Last year's acquisition of EDM Group has extended the breadth of
services and the newly combined business has achieved three
significant pipeline additions to digital mailroom services during
the period. Integration of these businesses has progressed
according to plan and is delivering substantial synergies in line
with expectations. To support further growth plans, the Leadership
Team has recently been strengthened by the addition of senior
Finance and Service Delivery Directors.
Restore Digital won 226 deals in the period and total contract
value increased by 11% compared with H1 2021. This included two
significant public sector digitisation contracts. Our organic
growth strategy is underpinned by a significant pipeline (600
deals) of business, with over 17% of the pipeline consisting of
strategically important complex digital transformation projects.
Our sales focus continues to be on high volume complex contracts in
regulated sectors where customers value the high quality and
security of Restore's services. Customer retention levels are
excellent and three of our top ten customers signed contract
extensions in the period.
Further opportunity for growth is available through acquisitions
with a number of opportunities under consideration.
Secure Lifecycle Services
Our Secure Lifecycle Services division comprises Restore
Technology, which is now the market leader in IT Lifecycle
Services, Restore Datashred, a leading National shredding business,
and Restore Harrow Green, the UK's market leader in office and
commercial relocations.
For the period the division achieved an operating profit of
GBP5.6m up 19% (H1 2021: GBP4.7m) on turnover of GBP53.2m up 20%
(H1 2021: GBP44.2m).
Restore Technology - Revenue GBP17.2m up 40% YoY (H1 2021:
GBP12.3m)
Revenue significantly increased by 40% supported by strong
organic growth of 14% and acquisition related growth of 26%.
Restore Technology saw continued strong demand for IT investment
which requires customers to decommission older equipment in both
the office environment but also from the upgrade of data centres
and data networks. Although a significant proportion of our
services involve end of life activity, we are building out our
capability selectively in the pre and mid-life services area and in
H1 2022 pre & mid-life revenue was up 50% with a strong
pipeline of deals for the next 12 months.
With the transformed scale (we are four times larger compared
with three years ago) and increased breadth of capability, Restore
Technology is now competing for and winning much larger and longer
projects and also strengthening strategic partnerships. In H1 2022
a selection of the wins include a large IT infrastructure
contractor (GBP1.0m), an IT support and solutions consultancy
(GBP0.6m), a large investment bank for destruction work (GBP0.5m)
and a large telco contract renewal (GBP1.0m).
A strategic focus is building a strong channel (indirect
business) with IT Vendors and Resellers and Network vendors and
resellers and we are delighted with the growing pipeline of
business from this investment in people, capability and focus.
Feedback from customers shows a growing emphasis from direct
clients on assurance and governance as clients seek more
transparency around ESG (specifically supply chain risk, secure
erasure of data and disposal of assets). Many large clients require
completion of complex and detailed submissions with greater
assurance in bids and tenders which is a favourable trend for the
Group given our leading market position and credentials.
Restore Technology is also seeing significant interest to offer
its lifecycle services to partners to extend their services
propositions and it was pleasing to see large public sector clients
won recently in partnership with our channel as a result.
We continue to invest and transform the business as we grow. A
new Operations Director and Marketing Director are due to join in
early Q3 2022 to further strengthen the team. With a fleet of over
90 ICE vehicles (and growing), Restore Technology is working hard
to drive adoption of new EV vehicles as we optimise the routing of
the business. The Group is investing in a major upgrade of the IT
platform to be completed in H1 2023 to support the expected
significant growth in the business over the next few years.
Ultratec Ltd was acquired in May 2022 for an enterprise value of
GBP9.3m. Ultratec is the pre-eminent Hard Disk lifecycle business
in the UK with a unique capability from a product called Genesis
which is a software and appliance for the erasure and importantly
restoration of failed hard drives and also Nemesis, which has the
same capability for network devices (switches and routers) which is
a growing security concern for many organisations. We have a number
of acquisitions in the pipeline to continue to build our scale and
scope of services as the Group looks to double the size of Restore
Technology over the medium term.
Restore Datashred - Revenue GBP18.3m up 33% YoY (H1 2021:
GBP13.8m)
Revenue increased 33% YoY and vs H2 2021 revenue increased
sequentially by 12% which shows the continual increase in activity
levels and also stronger paper prices for recycled paper delivered
to the paper mills.
Activity levels increased c.30% YoY which is very encouraging,
although remain slightly lower (9%) than pre-covid levels. We
expect continued growth as more people return to work and even with
more work from home activity going forward, we believe the business
will continue to grow as a result of growing data management
requirements and that we are winning in the market.
The tonnage of paper collected is lower than pre-covid levels
but paper pricing remains high with the average price per tonne at
c.GBP230. It is extremely difficult to forecast paper pricing but
in the short term we expect to sustain these pricing levels given
the substitute of paper from virgin forests is less sustainable and
less competitive as shipping prices around the world remaining
high.
We continue to focus relentlessly on operational efficiency with
route density (number of visits per vehicle per day) improved 19%
YoY with mileage per visit down 21% which drove down fuel and
maintenance costs of the fleet. Restore Datashred also introduced
new online capability for new sales from existing customers which
enables them to increase self service, improving customer
experience and reducing costs. This additional functionality is
part of a wider IT platform upgrade which will enable Restore
Datashred to drive even greater optimisation of operations and
deliver further customer experience benefits.
The NPS customer experience continued to improve from 71 to 74
over the last 12 months, and we are seeing excellent Trustpilot
reviews from customers which is very encouraging given the
significant improvements that have been made. With the future plans
laid out and additional changes management have identified, we know
there is further potential to improve.
Restore Harrow Green - Revenue GBP17.7m down 2% YoY (H1 2021:
GBP18.1m)
Revenue was slightly lower at 2% YoY reflecting the loss of one
contract with Defence DAS (MoD staff relocations) but activity
levels overall remained stable. Restore Harrow Green saw good
performances in its regional locations but the London relocation
market remained soft with few large projects. This was mainly
offset by many small/medium projects. We have a number of large
relocations that have been delayed due to slower building works in
the last two years but indications from customers are they will
resume these relocations over the next 12 months.
Pricing in the market is competitive and Restore Harrow Green
has seen a number of large customers engage after having
experienced poor delivery with competitors who had offered lower
pricing during the pandemic. This recognition that certainty of
delivery is the key priority, positions Restore Harrow Green
strongly as the class leader in execution. With the labour market
remaining tight we are seeing increased costs but with price
increases and with a dedicated and well-established team, we are
confident that as the larger project activity returns, we will be
able to deliver for customers.
Proposal activity remains strong with companies looking at their
real estate footprint/usage and starting to make decisions about
what they change over the next several years. With a national
presence and pre-eminence in the market for large and complex moves
Restore Harrow Green is ideally placed over the next few years for
the significant changes in real estate locations and mix of use for
organisations.
Storage of items (largely large crate and pallet storage) has
increased with revenues up 12% to GBP2.2m. We store items in nine
locations across the UK with c.95% utilisation. This market will
increase in size and we are investing strongly to increase our
storage facilities.
We have invested heavily in specific high growth segments such
as the R&D and Pharmaceuticals industry and as a result we are
building key relationships and winning new types of contracts in
the sector. We are expanding our facility in Cambridge and looking
at further investments to meet the growth we are experiencing.
STRATEGIC UPDATE
To deliver the high growth strategy the Group is organised
across two divisions.
In the Digital and Information Management Division the growth
trends are strong with increasing demand for secure storage,
flexible work practices and the ongoing digitisation by
organisations to drive down costs and respond to changing demand.
As the number two in the Records Management sector and as the
number one Digital business Restore provides market leading
solutions to customers to solve their need for physical, hybrid
physical/digital or a pure digital service.
In Restore's Secure Lifecycle Services division, the market is
also large and growing with very positive underlying trends based
on organisations' requirements for assurance in securely destroying
data (on paper or technology assets), and ESG trends in recycling
and reusing IT assets as well as workplace transformation. We
service these markets as the leading provider with Restore
Datashred the number two national shredding business, Restore
Technology the number one IT lifecycle/recycling business and
Restore Harrow Green the number one commercial relocation and
storage business servicing mid-market, enterprise and public sector
customers.
Resilience with significant opportunity underpins our growth
strategy
Restore's business model is highly resilient and this is
particularly important in uncertain economic times. The Group
delivers essential services to mid-market, FTSE100 businesses and
public sector organisations, and their demand for our services is
increasing as they grow or restructure. Our services cannot be
delivered by in-house teams and we use the scale of our operations
to drive down costs and provide savings to customers which is
greatly valued in the currently uncertain economic backdrop.
Restore sees significant opportunity in all our markets to grow
share organically and acquire in highly fragmented markets. We
believe that continued organic growth is a foundation for
shareholder value and this underpins our acquisition strategy. When
acquiring businesses, a fundamental principle is to integrate the
acquisitions quickly into each business unit in order to enhance
customer experience and deliver synergies. As such, our acquisition
model is generally to acquire businesses in full at the transaction
date, subject to modest retentions for completion matters, and we
avoid earn-out deals which prevent strategic integration.
Organic Growth
The foundation of the organic growth strategy is to deliver
exceptional customer service at the right price using the scale of
our business to drive down costs. By delivering for customers every
day we have the opportunity to cross sell from the wider Group
services and so the virtuous circle continues which further drives
our growth. Our markets overall are growing at 3%+ and our plan is
to grow at a minimum of 4% per annum although we are investing with
a view to drive above this to 8%+ (before the effects of
potentially higher inflation). Restore has delivered consistent
growth giving confidence in the platform to reliably deliver and
during the pandemic we continued to grow and win new customers
which gives the Group assurance that we can continue this trend. We
are also expanding heavily into high growth segments such as in our
Digital and Technology business units.
Acquisition growth
We have a very strong M&A platform with a highly qualified
and dedicated M&A team and the business unit management teams
have the experience and structure to integrate acquisitions
quickly. Restore operates in large and extremely fragmented markets
where we look for companies that add scale to our business (which
means there are significant synergies) and/or add extra capability
to enhance our products and services and provide significant
synergy benefits. All acquisitions are earnings accretive and with
multiple opportunities in each market and, due to Restore's
well-earned reputation as a trusted buyer, we can buy good quality
business at fair prices with the sellers knowing we will complete a
deal and successfully integrate the acquired asset.
Margin Expansion
The focus as Restore grows is to improve margins and we have a
detailed plan to achieve this. With inflationary pressures costs
are increasing but we have significant ability to pass these on to
customers while being customer centric in how this is executed. At
the same time we are using our scale to drive down costs and market
test what we procure continually as one company with its total
scale versus each of the five business units independently
procuring services with lower buyer leverage. A hallmark of the
Company and the leadership team's focus is very tight cost
control.
A significant cost to the business is property where we operate
in 95 sites. We have a clear plan to ensure we drive significant
utilisation as we grow at the various operating sites and
rationalise the number of properties over time. This is especially
true in Restore Records Management where in a select number of
cases proximity is needed to deliver service levels but
increasingly for low activity records we can store in lower cost
and larger facilities. We currently have capacity for c.24m boxes
and we are planning on this being 30m+ boxes in the medium to long
term to meet growth objectives. We are adding larger capacity sites
(as we consolidate from smaller sites) with higher eaves heights
which will drive greater density and lower unit costs.
A main source of productivity is in the use of better technology
and the significant information we know about customer activity and
needs. This is enabling Restore to design more efficient routes,
improve SLAs and develop the profile of services which is driving
significant optimisation of the current operations, improve
productivity and enhance customer experience.
Compelling investment case delivering shareholder value
Our strategy is to drive significant increases in profitability
over the medium term and in the last three years we have
demonstrated this through especially challenging times. In addition
to this underlying growth momentum, we also have significant
defensive qualities due to the critical nature of the services we
provide, and the cash generative nature of our business model.
Our business model to deliver shareholder value is based on;
-- Highly recurring and long term contracted revenues with high
levels of customers satisfaction
-- Delivery of essential services that are growing with
outsourced services that in house teams cannot do at scale
-- Attractive and growing operating margins with strong free cash conversion
-- Competitive advantage through our scale leading to cost advantage
-- Significant barriers to entry with scale and security
-- Ambitious ESG Strategy 'Restoring our World'
-- Leading position in growth markets
-- Fragmented markets with significant acquisition opportunity
-- Strong management team with demonstrated delivery of results.
FINANCIAL PERFORMANCE
Financial overview
Restore delivered a strong financial performance in the first
half, with underlying organic expansion and accretive acquisitions
contributing to high levels of revenue and profit growth.
The increasing scale and capability of the Group were strongly
demonstrated in H1 with several major contract wins and expansion
of recurring business resulting in high levels of organic momentum.
Additionally, the Group continued to make strategic investments and
deployed GBP9.5 million (net of cash acquired) during the period
across the Records Management and Technology businesses. These
acquisitions continue to increase the scale of the Digital and
Information Management division and have added further capability
to our Secure Lifecyle Services business.
As a result of these factors, the Group's annualised run rate
revenues have increased to GBP280 million with further progress
anticipated in H2.
An interim dividend of 2.6p per share (2021: 2.5p) has been
declared and will be paid on 14 October 2022 to shareholders on the
register at 16 September 2022.
Income Statement
Revenue for the first half was GBP140.3 million, an increase of
32% compared with the corresponding period in the prior year. This
strong year on year growth reflects organic momentum of GBP20.1
million and acquisition related growth of GBP14.1 million.
The Group's organic expansion is the result of sustained box
growth in Restore Records Management, together with the benefit
from a number of large project wins in Digital and Records
Management, emphasising the division's increased capability to
provide complex project and business support services.
Acquisition expansion added further growth to Records
Management, Digital and Technology and reflects the successful
integration of the eight businesses acquired during 2021. The
Digital and Technology businesses also saw strong market demand and
continued to expand the variety of services they provide and their
capability to meet customer requirements.
In the other businesses, Restore Datashred has seen its
collection activity largely recover to pre-covid levels and
although paper volume is lower, this was offset by higher prices
for the bales of recycled paper it produces. Finally, Restore
Harrow Green transitioned out from a large Defence DAS (MoD staff
relocation) contract in H1 and largely offset lost revenue through
increased activity elsewhere particularly in Life Sciences sector
work and commercial storage income.
Revenue H1 H1 Organic Acquisition YoY
2022 YoY
GBPm 2021 % YoY %
GBPm %
----------------------------- ------- ------- --------- ------------- ------
Restore Records Management 55.9 47.7 11% 6% +17%
Restore Digital 31.2 14.2 65% 55% +120%
Digital and Information
Management 87.1 61.9 23% 18% +41%
Restore Technology 17.2 12.3 14% 26% +40%
Restore Datashred 18.3 13.8 32% 1% +33%
Restore Harrow Green 17.7 18.1 -2% - -2%
Secure Lifecycle Services 53.2 44.2 13% 7% +20%
----------------------------- ------- ------- --------- ------------- ------
Total 140.3 106.1 19% 13% +32%
----------------------------- ------- ------- --------- ------------- ------
Adjusted profit before tax for the period was GBP21.2 million
(2021: GBP15.6 million), an increase of 36% year on year. The
profit growth reflects the substantial growth in activity and net
effect of pricing and costs in the period.
GBPm
---------------------------------- ----------
H1 2021 Adjusted Profit Before
Tax 15.6
Interest (0.6)
Cost increases (2.2)
Price increases 1.6
Non-cash accounting adjustments (0.2)
Activity growth 7.0
---------------------------------- ----------
H1 2022 Adjusted Profit Before
Tax 21.2
---------------------------------- ----------
With significant cost pressures across the UK and the Global
economy, the Group has been active in managing pricing and costs in
the first half. Operating margin of 18.4% is consistent with H1
2021 with the Digital and Information Management division margin
down slightly from 30.4% to 28.2% as a result of dilution from the
increased digital mix whilst Secure Lifecyle Services at 10.5% is
broadly in line with H1 2021.
Prices to customers have been increased at higher than ordinary
rates across the businesses in 2022. The benefit of price increases
in H1 are estimated at +GBP1.6 million with cost increases
estimated at GBP2.2 million to give a net effect on profit for H1
of -GBP0.6 million. This gap reflects the time lag of pricing
increases when compared with the more immediate impact of cost
increases. Pricing remains a significant area of focus as
management look ahead.
In terms of cost exposure, the main areas of cost for the Group
are people, property and operation of the Group's fleet. As
highlighted above, the business has a number of pricing levers to
mitigate cost pressure in the short term and in the medium term the
Group has a number of strategic initiatives to improve margin
through productivity, scale, consolidation of property and
transition of the fleet.
During H1, progress has continued to be made on these strategic
objectives with property consolidation opportunities in the North
West and South East, increasing yields from operating facilities in
Restore Digital and Restore Technology and further increases in
network efficiency in Restore Datashred.
On a statutory basis, profit before tax was GBP14.1 million
(2021: GBP8.9 million). Statutory profit before tax is stated after
taking into account charges for amortisation of GBP5.9 million
(2021: GBP5.0 million) and exceptional items of GBP1.2 million
(2021: GBP1.7m).
Adjusted basic earnings per share increased by 29% to 12.6 pence
(2021: 9.8 pence) with statutory basic earnings per share increased
to 7.5 pence (2021: 1.5 pence).
Adjusting items
Due to the one-off nature of exceptional costs and the non-cash
nature of certain charges, the Directors believe that an adjusted
measure of profit before tax and earnings per share provides
shareholders with a useful representation of underlying earnings
from the Group's business.
The adjusting items in arriving at the underlying adjusted
profit before tax are as follows:
H1 2022 H1 2021 Change
GBPm GBPm
----------------------------------- -------- -------- -------
Exceptional items 0.9 1.7 -47%
Exceptional finance costs 0.3 - -
Amortisation of intangible assets 5.9 5.0 +18%
Total adjusting items 7.1 6.7 +6%
----------------------------------- -------- -------- -------
Exceptional items incurred in H1 2022 are primarily acquisition
related restructuring costs (GBP0.8 million), acquisition related
transaction costs (GBP0.1 million) and non-cash incremental
write-off of bank charges on refinancing of the RCF (GBP0.3
million).
Balance Sheet and Cashflow
The Balance Sheet as at 30 June 2022 remains strong, with key
ratios across working capital and trade debt consistent with prior
periods. The growth in scale of the business is shown in the
increase in net assets to GBP270.9 million. (2021: GBP259.2
million).
The Group continues to generate strong operating cashflows which
increased from GBP25.8 million in H1 2021 to GBP28.5 million for H1
2022 after increased working capital of GBP12.7 million (2021:
GBP6.6 million) to support revenue growth.
After investment in acquisitions of GBP9.5 million (net of cash
acquired) and increased finance charges, the Group net debt
increased from GBP100.8 million at 31 December 2021 to GBP103.5
million. As a result of the business expansion, the resulting net
debt to pro-forma EBITDA leverage has reduced from 1.8x at 31
December 2021 to 1.7x at 30 June 2022.
The Group refinanced in January 2022 and agreed a new credit
facility, increasing its credit line to GBP200 million with
improved terms and the potential to increase this by a further
GBP50 million through the activation of an accordion agreement.
FINANCIAL STATEMENTS
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2022
Unaudited Unaudited
six months six months Audited
ended ended year ended
30 June 30 June 31 December
Note 2022 2021 2021
GBP'm GBP'm GBP'm
------------------------------------- --------- ------------ ------------ --------------
Revenue - continuing operations 2 140.3 106.1 234.3
Cost of sales (78.7) (58.3) (127.1)
Gross profit 61.6 47.8 107.2
Administrative expenses (35.8) (28.2) (61.0)
Amortisation of intangible assets (5.9) (5.0) (10.7)
Exceptional items 3 (0.9) (1.7) (4.4)
Operating profit 19.0 12.9 31.1
------------------------------------- --------- ------------ ------------ --------------
Finance costs (4.6) (4.0) (8.1)
Exceptional finance costs 3 (0.3) - -
Profit before tax 14.1 8.9 23.0
------------------------------------- --------- ------------ ------------ --------------
Taxation 4 (3.8) (6.9) (11.5)
------------------------------------- --------- ------------ ------------ --------------
Profit after tax 10.3 2.0 11.5
Other comprehensive income - - -
------------------------------------- --------- ------------ ------------ --------------
Profit and total comprehensive
income for the period attributable
to owners of the parent 10.3 2.0 11.5
------------------------------------- --------- ------------ ------------ --------------
Earnings per share attributable
to owner of the parent (pence)
Total
- Basic 5 7.5p 1.5p 8.7p
- Diluted 5 7.3p 1.5p 8.4p
------------------------------------- --------- ------------ ------------ --------------
The reconciliation between the statutory results shown above and
the non-GAAP adjusted measures are shown below:
Operating profit - continuing
operations 19.0 12.9 31.1
-------------------------------- ------ ------ ------
Adjustments for:
Amortisation of intangible
assets 5.9 5.0 10.7
Exceptional items 3 0.9 1.7 4.4
Adjustments 6.8 6.7 15.1
-------------------------------- ------ ------ ------
Adjusted operating profit 25.8 19.6 46.2
-------------------------------- ------ ------ ------
Depreciation of property,
plant and equipment and
right-of-use assets 14.5 13.6 28.0
-------------------------------- ------ ------ ------
Earnings before interest,
taxation, depreciation,
amortisation, impairment
and exceptional items
(EBITDA) 40.3 33.2 74.2
-------------------------------- ------ ------ ------
Profit before tax 14.1 8.9 23.0
Adjustments (as stated
above) 6.8 6.7 15.1
Exceptional finance costs 3 0.3 - -
-------------------------------- ------ ------ ------
Adjusted profit before
tax 21.2 15.6 38.1
-------------------------------- ------ ------ ------
Condensed Consolidated Statement of Financial Position
As at 30 June 2022
Unaudited Audited
30 June Unaudited 31 December
2022 30 June 2021 2021
Note GBP'm GBP'm GBP'm
--------------- ------------- --------------------
ASSETS
Non-current assets
Intangible assets 330.7 320.6 327.2
Property, plant and equipment 78.6 74.0 78.8
Right-of-use assets 93.3 105.1 102.5
Deferred tax asset 5.3 4.5 5.9
-------------------------------------------- ------ --------------- ------------- --------------------
507.9 504.2 514.4
-------------------------------------------- ------ --------------- ------------- --------------------
Current assets
Inventories 2.3 1.2 1.4
Trade and other receivables 72.6 55.0 56.9
Corporation tax receivable - 0.1 -
Cash and cash equivalents 29.9 22.0 32.9
-------------------------------------------- ------ --------------- ------------- --------------------
104.8 78.3 91.2
-------------------------------------------- ------ --------------- ------------- --------------------
Total assets 2 612.7 582.5 605.6
-------------------------------------------- ------ --------------- ------------- --------------------
LIABILITIES
Current liabilities
Trade and other payables (55.7) (48.8) (45.5)
Financial liabilities - lease liabilities (20.2) (17.7) (18.2)
Other financial liabilities - - -
Current tax liabilities (2.6) - (1.5)
Provisions (1.4) (1.1) (0.9)
-------------------------------------------- ------ --------------- ------------- --------------------
(79.9) (67.6) (66.1)
-------------------------------------------- ------ --------------- ------------- --------------------
Non-current liabilities
Financial liabilities - borrowings 9 (133.4) (113.6) (133.7)
Financial liabilities - lease liabilities (87.4) (100.6) (98.8)
Deferred tax liabilities (33.2) (34.4) (33.9)
Provisions (7.9) (7.1) (7.9)
-------------------------------------------- ------ --------------- ------------- --------------------
(261.9) (255.7) (274.3)
-------------------------------------------- ------ --------------- ------------- --------------------
Total liabilities 2 (341.8) (323.3) (340.4)
-------------------------------------------- ------ --------------- ------------- --------------------
Net assets 270.9 259.2 265.2
-------------------------------------------- ------ --------------- ------------- --------------------
EQUITY
Share capital 6.8 6.8 6.8
Share premium account 187.9 187.9 187.9
Other reserves 8.8 7.3 7.0
Retained earnings 67.4 57.2 63.5
-------------------------------------------- ------ --------------- ------------- --------------------
Equity attributable to owners of
parent 270.9 259.2 265.2
-------------------------------------------- ------ --------------- ------------- --------------------
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2022
Attributable to owners of the parent
------------------------------------------------------
Share Share Other Retained Total
capital premium reserves earnings equity
GBP'm GBP'm GBP'm GBP'm GBP'm
----------------------------- --------- --------- ---------- ---------- --------
Balance at 1 January
2021 (audited) 6.3 150.3 6.0 56.0 218.6
Loss for the period - - - 2.0 2.0
----------------------------- --------- --------- ---------- ---------- --------
Total comprehensive
loss for the period - - - 2.0 2.0
----------------------------- --------- --------- ---------- ---------- --------
Transactions with owners
Issue of shares during
the year 0.5 39.5 - - 40.0
Issue costs - (1.9) - - (1.9)
Share-based payments
charge - - 0.9 - 0.9
Deferred tax on share-based
payments - - (0.3) - (0.3)
Purchase of treasury
shares - - (0.1) - (0.1)
Disposal of treasury
shares - - 0.8 (0.8) -
----------------------------- --------- --------- ---------- ---------- --------
Balance at 30 June 2021
(unaudited) 6.8 187.9 7.3 57.2 259.2
----------------------------- --------- --------- ---------- ---------- --------
Balance at 1 July 2021 6.8 187.9 7.3 57.2 259.2
Profit for the period - - - 9.5 9.5
----------------------------- --------- --------- ---------- ---------- --------
Total comprehensive
income for the period - - - 9.5 9.5
----------------------------- --------- --------- ---------- ---------- --------
Transactions with owners
Dividends - - - (3.4) (3.4)
----------------------------- --------- --------- ---------- ---------- --------
Share-based payments
charge - - 1.3 - 1.3
Deferred tax on share-based
payments - - 0.9 - 0.9
Current tax on share-based
payments - - 0.2 - 0.2
Transfer* - - (0.2) 0.2 -
Purchase of treasury
shares - - (2.5) - (2.5)
----------------------------- --------- --------- ---------- ---------- --------
Balance at 31 December
2021 (audited) 6.8 187.9 7.0 63.5 265.2
----------------------------- --------- --------- ---------- ---------- --------
Balance at 1 January
2022 6.8 187.9 7.0 63.5 265.2
Profit for the period - - - 10.3 10.3
----------------------------- --------- --------- ---------- ---------- --------
Total comprehensive
income for the period - - - 10.3 10.3
----------------------------- --------- --------- ---------- ---------- --------
Transactions with owners
Dividends - - - (6.4) (6.4)
Share-based payments
charge - - 1.8 - 1.8
----------------------------- --------- --------- ---------- ---------- --------
Balance at 30 June
2022 (unaudited) 6.8 187.9 8.8 67.4 270.9
----------------------------- --------- --------- ---------- ---------- --------
* In 2021 a net amount of GBP0.2m was reclassified from
share-based payment reserve to retained earnings in respect of
lapsed and exercised options.
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2022
Note Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
-------------------------------------- -----
GBP'm GBP'm GBP'm
-------------------------------------- ----- ---------------- --------------- ---------------
Cash generated from operations 7 28.5 25.8 59.9
Net finance costs* (5.9) (3.8) (7.0)
Income taxes paid (2.8) (2.4) (5.2)
-------------------------------------- ----- ---------------- --------------- ---------------
Net cash generated from operating
activities 19.8 19.6 47.7
Cash flows from investing
activities
Purchase of property, plant
and equipment and applications
software 2 (5.1) (2.8) (8.8)
Purchase of subsidiary, net
of cash acquired 8 (8.8) (71.1) (85.8)
Purchase of trade and assets 8 (0.7) - (0.9)
Cash flows used in investing
activities (14.6) (73.9) (95.5)
Cash flows from financing
activities
Dividends paid - - (3.4)
Net proceeds from share issue - 38.1 38.1
Purchase of treasury shares - (0.1) (2.6)
Repayment of revolving credit
facility - (45.0) (65.0)
Drawdown of revolving credit
facility 1.0 66.0 106.0
Principal element of lease
repayments (9.2) (9.1) (18.8)
-------------------------------------- ----- ---------------- --------------- ---------------
Net cash (used) / generated
in financing activities (8.2) 49.9 54.3
-------------------------------------- ----- ---------------- --------------- ---------------
Net (decrease) / increase
in cash and cash equivalents (3.0) (4.4) 6.5
Cash and cash equivalents
at start of period 32.9 26.4 26.4
-------------------------------------- ----- ---------------- --------------- ---------------
Cash and cash equivalents
at the end of period 9 29.9 22.0 32.9
-------------------------------------- ----- ---------------- --------------- ---------------
A reconciliation between the statutory results shown above and the
non-GAAP free cashflow measure is shown below:
-------------------------------------------------------------------------------------------------
Net cash generated from operations 19.8 19.6 47.7
-------------------------------------- ----- ---------------- --------------- ---------------
Less: Purchase of property,
plant and equipment and application
software (5.1) (2.8) (8.8)
Less: Principal element of
lease repayments (9.2) (9.1) (18.8)
Add: Exceptional costs 3 0.9 1.7 4.4
Add: One-off refinancing cash
outflow* 3 1.7 - -
-------------------------------------- ----- ---------------- --------------- ---------------
Free cashflow 8.1 9.4 24.5
-------------------------------------- ----- ---------------- --------------- ---------------
*Net finance costs include a one-off cash outflow of GBP1.7m in
relation to fees for the Group's refinancing in January 2022.
Notes to the Consolidated Interim report
For the six months ended 30 June 2022
1 Basis of Preparation
The half year report has been prepared in accordance with IAS
34, Interim Financial Reporting, adopting accounting policies that
are consistent with those of the previous financial year and
corresponding half year reporting period,
2 Segmental Analysis
The Group is organised into two main operating segments, Digital
and Information Management and Secure Lifecycle Services and incurs
central costs. The vast majority of trading of the Group is
undertaken within the United Kingdom. Segment assets include
intangibles, property, plant and equipment, right-of-use assets,
inventories, receivables and operating cash. Central assets include
deferred tax and head office assets. Segment liabilities comprise
operating liabilities. Central liabilities include income tax and
deferred tax, corporate borrowings and head office liabilities.
Capital expenditure comprises additions to computer software,
property, plant and equipment. Segment assets and liabilities are
allocated between segments on an actual basis.
Revenue - Continuing operations
====================================
Unaudited Unaudited Audited
30 June 30 June 31 December
2022 2021 2021
GBP'm GBP'm GBP'm
==================================== ---------- ---------- -------------
Restore Records Management 55.9 47.7 101.4
Restore Digital 31.2 14.2 36.9
==================================== ========== ========== =============
Digital and Information Management 87.1 61.9 138.3
==================================== ========== ========== =============
Restore Technology 17.2 12.3 28.1
Restore Datashred 18.3 13.8 30.2
Restore Harrow Green 17.7 18.1 37.7
------------------------------------ ---------- ---------- -------------
Secure Lifecycle Services 53.2 44.2 96.0
==================================== ========== ========== =============
Total revenue 140.3 106.1 234.3
==================================== ========== ========== =============
The revenue from external customers was derived from the Group's
principal activities primarily in the UK (where the Company is
domiciled).
Profit before tax
---------------------------------------
Unaudited Unaudited Audited
30 June 30 June 31 December
2022 2021 2021
GBP'm GBP'm GBP'm
--------------------------------------- ------------------- ---------------- ----------------------
Digital and Information Management 24.6 18.8 42.5
Secure Lifecycle Services 5.6 4.7 11.7
Head office (2.6) (2.7) (5.2)
Amortisation of intangible assets (5.9) (5.0) (10.7)
Share-based payment charge (including
related NI) (1.8) (1.2) (2.8)
Exceptional items (0.9) (1.7) (4.4)
Operating profit 19.0 12.9 31.1
Finance costs (4.6) (4.0) (8.1)
Exceptional finance costs (0.3) - -
--------------------------------------- ------------------- ---------------- ----------------------
Profit before tax 14.1 8.9 23.0
======================================= =================== ================ ======================
Segmental information
Unaudited
Digital and Information Secure Lifecycle 30 June 2022
Management Services Head Office Total
GBP'm GBP'm GBP'm GBP'm
============================== ======================= ================ =========== =============
Segment assets 441.3 152.3 19.1 612.7
Segment liabilities 117.2 52.6 172.0 341.8
Capital expenditure 3.9 1.2 - 5.1
Depreciation and amortisation 14.2 6.1 0.1 20.4
============================== ======================= ================ =========== =============
Unaudited
30 June 2021
============================== ======================= ================ =========== =============
Segment assets 444.9 125.0 12.6 582.5
Segment liabilities 76.8 37.8 208.7 323.3
Capital expenditure 2.0 0.6 0.2 2.8
Depreciation and amortisation 13.1 5.5 - 18.6
============================== ======================= ================ =========== =============
Audited
31 December
2021
============================== ======================= ================ =========== =============
Segment assets 447.5 146.3 11.8 605.6
Segment liabilities 121.0 51.8 167.6 340.4
Capital expenditure 5.7 2.7 0.4 8.8
Depreciation and amortisation 26.2 12.1 0.4 38.7
============================== ======================= ================ =========== =============
3 Exceptional items
For the six months ended 30 June 2022, exceptional costs were
GBP1.2m, including GBP0.8m acquisition related restructuring costs
and GBP0.1m acquisition related transaction costs. Exceptional
finance costs of GBP0.3m relate to the incremental deferred finance
write-off costs recognised in the income statement from the Group
extinguishing its GBP160m facility and replacing it with a new
GBP200m revolving credit facility in January 2022.
For the six months ended 30 June 2021, exceptional costs were
GBP1.7m, including GBP0.9m of acquisition related transaction
costs, GBP0.5m of acquisition related restructuring costs and
GBP0.3m in respect of a legacy legal liability.
For the year ended 31 December 2021, GBP4.4m of exceptional
costs were incurred, comprising of GBP1.2m acquisition related
costs, GBP2.4m acquisition related restructuring costs, and GBP0.8m
other exceptional items.
4 Taxation
The current tax charge for the period to 30 June 2022 is
anticipated to be GBP3.8m, based on the estimated effective tax
rate for the Group.
5 Earnings per ordinary share
Basic earnings per share have been calculated on the profit for
the period after taxation and the weighted average number of
ordinary shares in issue during the period.
Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
GBP'm GBP'm GBP'm
----------------------------------- -------------- -------------- -------------
Weighted average number of
shares in issue 136,674,067 129,129,492 132,932,784
----------------------------------- -------------- -------------- -------------
Total profit for the period GBP10.3m GBP2.0m GBP11.5m
----------------------------------- -------------- -------------- -------------
Total basic earnings per ordinary
share 7.5p 1.5p 8.7p
----------------------------------- -------------- -------------- -------------
Weighted average number of
shares in issue 136,674,067 129,129,492 132,932,784
Share options 4,777,957 4,725,584 4,736,714
Weighted average fully diluted
number of shares in issue 141,452,024 133,855,076 137,669,498
----------------------------------- -------------- -------------- -------------
Total fully diluted earnings
per share 7.3p 1.5p 8.4p
----------------------------------- -------------- -------------- -------------
Adjusted earnings per share
The Directors believe that adjusted earnings per share provide a
more appropriate representation of the underlying earnings derived
from the Group's business. The adjusting items are shown in the
table below:
Unaudited Audited
Unaudited six months year ended
six months ended ended 31 December
30 June 2022 30 June 2021 2021
GBP'm GBP'm GBP'm
------------------------ ---------------------------------- --------------------------- ---------------------------
Continuing profit
before
tax 14.1 8.9 23.0
Adjustments:
Amortisation of
intangible
assets 5.9 5.0 10.7
Exceptional items 0.9 1.7 4.4
Exceptional finance 0.3 - -
costs
Adjusted continuing
profit for the period 21.2 15.6 38.1
------------------------ ---------------------------------- --------------------------- ---------------------------
The adjusted earnings per share, based on weighted average
number of shares in issue during the period, 136.7m (2021: 129.1m)
is calculated below:
Unaudited Unaudited Audited
six months six months year ended
ended ended 31 December
30 June 2022 30 June 2021 2021
----------------------------------- ------------- ------------- ------------
Adjusted profit before tax (GBP'm) 21.2 15.6 38.1
Tax at 19.0% (GBP'm) (4.0) (3.0) (7.2)
----------------------------------- ------------- ------------- ------------
Adjusted profit after tax (GBP'm) 17.2 12.6 30.9
----------------------------------- ------------- ------------- ------------
Adjusted basic earnings per share 12.6p 9.8p 23.2p
----------------------------------- ------------- ------------- ------------
Adjusted fully diluted earnings
per share 12.2p 9.4p 22.4p
----------------------------------- ------------- ------------- ------------
6 Dividends
In respect of the current period, the Directors declare an
interim dividend of 2.6p per share (2021: GBP2.5p). The estimated
dividend to be paid is GBP3.6m (2021: GBP3.4m) and will be paid to
shareholder on 14 October 2022 to shareholders on the register on
16 September 2022.
7 Cash generated from operating activities
Unaudited Unaudited
six months six months Audited year
ended ended ended
30 June 30 June 31 December
2022 2021 2021
GBP'm GBP'm GBP'm
----------------------------------------- ----------- ----------- ------------
Continuing operations
Profit before tax 14.1 8.9 23.0
Depreciation of property, plant and
equipment and right-of-use assets 14.5 13.6 28.0
Amortisation of intangible assets 5.9 5.0 10.7
Net finance costs (including exceptional
finance costs) 4.9 4.0 8.1
Share-based payments charge 1.8 0.9 2.2
Increase in inventories (0.1) (0.1) (0.3)
Increase in trade and other receivables (14.8) (5.9) (7.8)
Increase / (decrease) in trade and other
payables 2.2 (0.6) (4.0)
----------------------------------------- ----------- ----------- ------------
Cash generated from operating activities 28.5 25.8 59.9
----------------------------------------- ----------- ----------- ------------
8 Business combinations
On 3 May 2022, the Group acquired 100% of the share capital of
Ultratec (Holdings) Limited, together with its subsidiaries
("Ultratec"). Ultratec is a Technology business that provides
secure data erasure and physical data destruction services, bespoke
technology recycling solutions, hard drive parts supply and Data
Centre focussed hardware maintenance services. As the Group is
still in the process of establishing the fair value of the assets
and liabilities acquired in respect of these acquisitions, the fair
values presented in the interim results are provisional. These
provisional fair values are set out below:
Ultratec
GBP'm
--------------------------------- --------
Intangibles - goodwill, customer
relationships and other 10.2
Property, plant and equipment 0.5
Right of use assets 0.9
Inventories 0.8
Trade and other receivables 0.7
Cash and cash equivalents 2.3
Trade and other payables (1.1)
Lease liabilities (0.9)
Deferred tax liabilities (1.7)
Provisions (0.2)
--------------------------------- --------
Net assets acquired 11.5
--------------------------------- --------
Consideration
Satisfied by:
Cash to vendors 10.8
Deferred consideration 0.7
Total consideration 11.5
--------------------------------- --------
On 4 May 2022 and 20 May 2022, the Group acquired the trade and
assets of Secure Records & Data Management Limited and UK
Archive Limited respectively, which are both Records Management
businesses. Total consideration of GBP0.7m was paid across both of
these trade and asset purchases. Customer relationships of GBP0.7m
were recognised on acquisition.
During the year, deferred consideration of GBP0.3m was paid in
relation to the 2021 acquisition of The Document Warehouse (UK)
Limited.
9 Financial liabilities - borrowings
Unaudited Audited
30 June Unaudited 31 December
2022 30 June 2021 2021
GBP'm GBP'm GBP'm
------------------------- ------------- ------------- -------------
Non-current
Bank loans - secured 135.0 114.0 134.0
Deferred financing costs (1.6) (0.4) (0.3)
------------------------- ------------- ------------- -------------
133.4 113.6 133.7
------------------------- ------------- ------------- -------------
Analysis of net debt
Cash at bank and in hand 29.9 22.0 32.9
Bank loans due within one year - - -
Bank loans due after one year (133.4) (113.6) (133.7)
------------------------------- -------------- -------------- --------------
(103.5) (91.6) (100.8)
------------------------------- -------------- -------------- --------------
ENDS
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