This
Announcement Contains Inside Information
Smiths News
plc
("Smiths News" or the "Company")
Final Results for the 53
weeks ended 31 August 2024
Robust trading performance
delivers results ahead of market expectations
Debt refinancing and
materially lower debt underpins renewed capital allocation and
diversification ambitions
Proposed total ordinary
dividend for the year of 5.15 pence per share, alongside a further
special dividend of 2.0 pence per share
Smiths News (LSE: SNWS), the UK's
largest news wholesaler and a leading provider of early morning
end-to-end supply chain solutions, today announces its final
results for the 53 weeks ended 31 August 2024 (the "Period" or "FY
2024").
Key highlights:
|
·
|
Financial performance across FY
2024 ahead of market expectations*
|
·
|
Revenues of £1,104m (+1.1% versus
FY 2023) and adjusted operating profit of £39.1m (+£0.3m versus FY
2023), supported by sales from the men's
UEFA European Championships and the additional week of
trading**
|
·
|
Continued focus on operational
efficiencies, delivering £5.6m cost savings in FY 2024
|
·
|
91%*** of existing publisher
revenue streams secured subject to contract until 2029
|
·
|
Increased contribution to
operating profit from organic growth initiatives of £2.0m (FY 2023
£0.7m)
|
·
|
Average Bank Net Debt during the
period decreased 53% to £11.7m
|
·
|
Free cash flow of £7.3m and
closing Bank Net Debt of £11.0m were both impacted by the
53rd week
|
·
|
May 2024 debt refinancing allows
the Company to implement a revised capital allocation policy and
significantly reduces interest costs
|
·
|
Proposed final ordinary dividend
of 3.4 pence per share due to be paid on 6 February 2025, resulting
in a total ordinary dividend for the year of 5.15 pence per share
(+23% on FY 2023)
|
·
|
The Company proposes a further
special dividend of 2.0 pence per share to be paid on 6 February
2025 resulting in total dividends (interim, final and special) for
the year of 7.15 pence per share (+72% on FY 2023)
|
Adjusted results (1)
|
53 weeks
to
31 Aug
2024
|
52
weeks to
26 Aug
2023
|
Change
|
Revenue
|
£1,103.7m
|
£1,091.9m
|
1.1%
|
Operating profit
|
£39.1m
|
£38.8m
|
0.8%
|
Profit after tax
|
£24.7m
|
£25.6m
|
(3.5%)
|
Earnings per share
|
10.3p
|
10.8p
|
(0.5p)
|
|
|
|
|
Statutory results
|
|
|
|
Revenue
|
£1,103.7m
|
£1,091.9m
|
1.1%
|
Operating profit
|
£40.0m
|
£38.3m
|
4.4%
|
Profit after tax
|
£25.5m
|
£25.1m
|
1.6%
|
Earnings per share
|
10.6p
|
10.6p
|
0.0p
|
|
|
|
|
Cash flow and net debt
|
|
|
|
Free cash flow
(2)
|
£7.3m
|
£21.8m
|
(66.5%)
|
Bank Net
Debt (3)
|
£11.0m
|
£4.2m
|
161.9%
|
Average Bank Net Debt
|
£11.7m
|
£25.0m
|
(53.2%)
|
Dividend per share
|
7.15p
|
4.15p
|
3.00p
|
|
*
Company compiled analyst consensus can be found on Smiths News's
website:
Analyst consensus
** The impact of the 53rd
week was an increase to revenue of 1.9%, an increase to adjusted
operating profit of £0.9m and a cash outflow of £15.7m
*** 74% of publisher contracts
signed to 2029, additional 17% secured under Heads of Terms
agreement
Strategy
·
|
The Company's vision is to
consolidate our position as one of the UK's leading providers of
early morning end to end supply chain solutions
|
·
|
As outlined previously, the Company
has identified several growth initiatives that build on its
expertise in warehousing, reverse logistics and early morning final
mile services, across its extensive high-density UK delivery
network
|
·
|
The news and magazines business
remains resilient, with 91%*** of revenues under renewed long-term
agreements to 2029, and its asset-light, flexible cost base model
underpins the Company's strategy to build growth
revenues
|
·
|
Established growth initiatives that
leverage these proven capabilities, such as Smiths News Recycle,
are delivering good progress
|
Outlook
·
|
Refinancing agreement, announced
in May 2024, removes restrictions on shareholder distributions and
allows the Company to implement its revised capital allocation
policy
|
·
|
Cost-out plans in place to deliver
continued savings, targeting approximately £5.0m
annually
|
·
|
Three-year internal investment
programme underway to ensure the business is positioned to support
our market-leading news and magazines offering alongside additional
growth opportunities
|
·
|
91%*** of existing publisher
revenue streams secured subject to contract to 2029, providing the
Company with stability of and visibility over revenues across the
medium term
|
·
|
Anticipated growing contribution
from growth initiatives
|
·
|
Outlook remains in line with
market expectations and the Company has delivered a good start to
trading in the current financial year
|
Jonathan Bunting, Chief Executive Officer,
commented:
"Our performance over FY 2024 reflects the resilience of our
news and magazines business and impact of our cost efficiency
initiatives. The refinancing agreement announced in May removes
restrictions on shareholder returns and also enables internal
investment to support both our news and magazines business and our
growth plans.
"Our growth programme is centred around Smiths News's
asset-light, flexible cost base and our established competencies
across reverse logistics, warehousing and early morning final mile
services. These position us well to drive profitability from
complementary market opportunities in growth areas such as
recycling, final mile and warehousing verticals.
"We have today announced both a final ordinary dividend of
3.4 pence per share, and a further special dividend of 2.0 pence
per share. This means that we propose to return over £17.2m to our
shareholders in respect of FY 2024.
"In summary, Smiths News is well placed to continue to
deliver a resilient performance over the medium term.
Meanwhile, the combination of the recently announced investment
programme and dividend policy demonstrates our ability to meet the
ongoing needs of the business while providing attractive cash
returns to shareholders."
For
further information, please contact:
Smiths News plc
Jonathan Bunting, Chief Executive
Officer
Paul Baker, Chief Financial
Officer
www.smithsnews.co.uk
|
via Vigo
Consulting
|
Vigo Consulting
Jeremy Garcia / Fiona Hetherington /
Verity Snow
smithsnews@vigoconsulting.com
|
Tel: +44
(0) 20 7390 0230
|
About Smiths News
For over 200 years, Smiths News
has been delivering newspapers to retailers across the UK. It
distributes newspapers, magazines and ancillary items on behalf of
the major national and regional publishers, delivering to
approximately 22,400 customers across England and Wales on a daily
basis. The speed of turnaround and density of Smiths News' coverage
is critical to its position as a leading provider of early morning
end-to-end supply chain solutions.
For more information, please
visit: www.smithsnews.co.uk
Person responsible for arranging release of this
announcement:
Stuart Marriner, Company Secretary
& General Counsel
Smiths News plc, Rowan House, Cherry
Orchard North, Kembrey Park, Swindon SN2 8UH
Email: cosec@smithsnews.co.uk
Notes
The Company uses certain
performance measures for internal reporting purposes and employee
incentive arrangements. The terms 'Bank Net Debt', 'free cash
flow', 'Adjusted operating profit', 'Adjusted profit before tax',
'Adjusted earnings per share' and 'Adjusted items' are not defined
terms under IFRS and therefore are Alternative Performance Measures
(APM) and may not be comparable with similar measures disclosed by
other companies.
(1)
|
The following are key APMs
identified by the Company in the Group Financial Statements as
Adjusted results:
|
|
a. Adjusted operating profit
- is defined as operating profit excluding Adjusting
items.
|
|
b. Adjusted profit before
tax (PBT) - is defined as profit before tax excluding the impact of
Adjusting items.
|
|
c. Adjusted earnings per
share - is defined as Adjusted PBT, less taxation attributable to
Adjusted PBT and including any adjustment for minority interest to
result in adjusted profit after tax attributable to shareholders;
divided by the basic weighted average number of shares in
issue.
|
|
d. Adjusting items -
Adjusting items of income or expenses are excluded in arriving at
adjusted operating profit to present a further measure of the
Company's performance. Each Adjusting items is considered to be
significant in nature and/or quantum, non-recurring in nature
and/or unrelated to the Group's ordinary activities or consistent
with items treated as adjusting in prior periods. Excluding these
items from profit metrics provides readers with helpful additional
information on the performance of the business across periods
because it is consistent with how the business performance is
planned by, and reported to, the Board and the Executive Team.
Adjusting items are disclosed and described separately in Note 3 to
the Group Financial Statements to provide further understanding of
the financial performance of the Company. A reconciliation of
adjusted profit to statutory profit is presented on the income
statement.
|
(2)
|
Free cash flow - is defined as
cash flow excluding the following: payment of dividends, the impact
of acquisitions and disposals, the repayment of bank loan principal
amounts and outflows for purchases of own shares (EBT share
purchases).
|
(3)
|
Bank Net Debt - represents the net
position drawn under the Company's banking facilities and is
calculated as total debt less cash and cash equivalents. Total debt
includes loans and borrowings excluding amortised arrangement fees,
overdrafts and obligations under finance leases under accounting
standards applicable in 2019.
|
Cautionary Statement
This document contains certain
forward-looking statements with respect to Smiths News plc's
financial condition, its results of operations and businesses,
strategy, plans, objectives and performance. Words such as
'anticipates', 'expects', 'intends', 'plans', 'believes', 'seeks',
'estimates', 'targets', 'may', 'will', 'continue', 'project' and
similar expressions, as well as statements in the future tense,
identify forward-looking statements. These forward-looking
statements are not guarantees of Smiths News plc's future
performance and relate to events and depend on circumstances that
may occur in the future and are therefore subject to risks,
uncertainties and assumptions. There are a number of factors which
could cause actual results and developments to differ materially
from those expressed or implied by such forward looking statements,
including, among others the enactment of legislation or regulation
that may impose costs or restrict activities; the re-negotiation of
contracts or licences; fluctuations in demand and pricing in the
industry; fluctuations in exchange controls; changes in government
policy and taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
document. Unless otherwise required by applicable law, regulation
or accounting standard, Smiths News plc undertakes no
responsibility to publicly update any of its forward- looking
statements whether as a result of new information, future
developments or otherwise. Nothing in this document should be
construed as a profit forecast or profit estimate. This document
may contain earnings enhancement statements which are not intended
to be profit forecasts and so should not be interpreted to mean
that earnings per share will necessarily be greater than those for
the relevant preceding financial period. The financial information
referenced in this document does not contain sufficient detail to
allow a full understanding of the results of Smiths News plc. For
more detailed information, please see the Preliminary Financial
Results and/or the Annual Report and Accounts, each for the 53-week
period ended 31 August 2024 which can each be found on the Investor
Zone section of the Smiths News plc website - www.smithsnews.co.uk.
However, the contents of Smiths News plc's website are not
incorporated into and do not form part of this document.
OPERATING REVIEW
Overview of performance
Smiths News continued to see
robust trading throughout FY 2024, delivering results ahead of
market expectations for the period. These results reflect a
pleasing period across the business, supported by the performance
of our established news and magazines operations, alongside
increased contributions from strategic growth initiatives and the
Company's ongoing cost efficiency programme. Trading performance
was further bolstered by sales of collectables from England and
Scotland's participation in the men's UEFA European Championships,
and the additional benefit of a 53rd week in the reporting
period.
The Company delivered adjusted
operating profit of £39.1m (FY 2023: £38.8m) from revenue of
£1,103.7m (FY 2023: £1,091.9m), including the benefit of the 53rd
week. This was despite ongoing inflationary pressures, lower
magazine waste prices and the anticipated continued volume decline
in the newspaper and magazine market. Adjusted profit before tax
was £33.2m (FY 2023: £32.3m), marking a £0.9m increase. Free cash
flow was £7.3m, in line with plans, and skewed by the 53-week
reporting period, with the additional week including scheduled
publisher payments. On a 52-week comparative basis, free cash flow
remained in line with plan at £23.0m (FY 2023: £21.8m inflow).
Average Bank Net Debt saw a notable decrease of 53% to £11.7m (FY
2023: £25.0m), and Bank Net Debt was impacted by net payments of
£15.7m in the 53rd week, rising by £6.8m to £11.0m as a result,
compared to £4.2m in FY 2023. Adjusted EPS stood at 10.3p (FY 2023:
10.8p), a decrease of 0.5p.
As previously stated, the Company
remains focused on continuing to deliver first-class service within
its news and magazines business, while simultaneously exploring
opportunities that build on its expertise in early morning
end-to-end supply chain solutions. Management is seeking to drive
opportunities that build upon these capabilities, alongside
successfully mitigating the long-established and gradual decline of
sales of print newspapers and magazines.
The Company's established
expertise in early morning supply chain management, including end
to end and final mile logistics sits centrally in its growth
strategy as it seeks to further leverage this skill set.
A
year of continued progress and building growth
FY 2024 has been a year of
continued progress. The Company has made significant strides in
strengthening its business, achieving strong progress in reducing
average bank net debt, and creating headroom to deliver further
attractive returns to shareholders. As announced at the half year
results in May 2024, the Company signed a new financing agreement
which removed certain restrictions on dividends and distribution of
capital. The new agreement allows Smiths News to implement its
revised capital allocation policy, which includes consideration of
future shareholder returns and facilitates investment in its core
capabilities and exploration of potential adjacent market
opportunities.
As outlined previously, the
Company has been developing growth initiatives that build on its
expertise in warehousing, reverse logistics and early morning final
mile services, across its extensive high-density UK delivery
network. These initiatives seek to layer additional services over
our existing provision in the news and magazines markets, creating
a compelling proposition for both current and prospective
customers.
To date, our growth initiatives
have included the delivery of new products and services for
existing customers, including the previously announced rollout of
Smiths News Recycle which capitalises on our core reverse logistics
capabilities. Additionally, we have expanded the range of our
services to national supermarket and convenience store clients with
the distribution of books, home entertainment and new products,
utilising our expertise in warehousing and early morning final mile
services, alongside network optimisation.
Refinancing and implementation of revised capital allocation
policy
In May 2024, the Company announced
the successful refinancing of the business, reflecting the
continued strengthening of the underlying performance and material
reduction in total and average net debt. The new facility comprises
a £40m revolving credit facility, with an additional uncommitted
accordion facility of up to £10m. The facility is set to run for a
minimum 3-year term at an initial 2.45% margin over SONIA, with
options to extend for up to a further 2 years. The new facility
removes the cap on distributions to shareholders and supports
investment in the business.
Prior to the refinancing
agreement, the total annual dividend payment was capped at a
maximum of £10m per annum. The refinancing has removed this cap and
allows the Company to implement its revised capital allocation
policy, which comprises:
· Maintaining a strong balance sheet with a Bank Net Debt: Bank
EBITDA ratio of less than 1.0x
· Continued investment in both the news and magazines business
and organic growth initiatives
· Payment of sustainable ordinary dividend, maintaining 2x
dividend cover
· Disciplined approach to inorganic growth initiatives, focused
on bolt-on acquisitions with clear accretive returns to enhance
shareholder value
· Further returns to shareholders when appropriate.
Dividend
Following the interim ordinary
dividend of 1.75p, paid in July 2024, the Company proposes to pay a
final ordinary dividend of 3.4 pence per share on 6 February 2025
(FY 2023: 2.75p per share) to shareholders on the register on 10
January 2025, which will bring the total proposed dividend for the
year to 5.15 pence per share. The ex-dividend date will be 9
January 2025.
Additionally - in line with the
Company's revised capital allocation policy and reflecting the
greater discretion relating to shareholder distributions allowed by
the renegotiation of its banking facilities - the Company proposes
to pay a special dividend of 2.0 pence per share, to be paid
alongside the final ordinary dividend on 6 February 2025 to
shareholder on the register at 10 January 2025.
Growth initiatives
The Company continues to explore
strategic organic growth initiatives that leverage and expand upon
the business' core competencies of early morning and final mile
services, warehousing and reverse logistics, which remain central
to our newspaper and magazine operations.
Smiths News Recycle - a waste
recycling service for our retail customers and other appropriate
outlets - was initially launched to a select group of customers in
February 2023. It was rolled out more broadly across a larger
portion of our network in November 2023 and as of 31 August 2024,
had been adopted by approximately 5,000 customers, representing
strong penetration of the Company's existing customer footprint.
The success of Smiths News Recycle can be attributed to our
long-standing reverse logistics capabilities, and deep
understanding of the unique dynamics of the early-morning and final
mile markets - core competencies which will remain central to our
growth plans. We believe there is scope to expand this service
beyond our existing customer base.
The application of our core
competencies - specifically warehousing and early morning final
mile services - to other growth initiatives includes the delivery
of books and home entertainment to multiple national supermarket
chains, as well as new products to a national grocer, both of which
are progressing well. The Company is currently engaged in
discussions with a number of other potential customers, aiming to
further extend the delivery of its services.
Operating profit generated from
our organic growth initiatives in FY 2024 was £2.0m versus £0.7m in
FY 2023, demonstrating the Company's ability to identify and
develop growth angles that leverage existing infrastructure and are
complementary to our news and magazines operations.
Internal investment programme
As highlighted in our half year
results, the Company will be undertaking an investment programme
over the next three years, increasing investment in the business by
approximately £2.0m per annum over that period to £6.0m per annum.
The investment will include the implementation of a new warehouse
management system which will optimise warehouse operations going
forward, a transport management system and investment in
facilities, ensuring that we continue to provide our customers and
suppliers with the best quality service. Furthermore, investment in
technology will ensure the Company is better able to support its
growth initiatives including the provision of end-to-end supply
chain solutions for new and existing clients. Following this period
of investment, annual capital investment in the business is
expected to return to circa. £4.0m maintenance capex per annum
thereafter.
Contract renewals
Further to the recent
announcements of contract renewals with the Financial Times, Smiths
News now has secured 91% of its publisher revenue streams out to
2029, providing underlying revenue stability and
assurance.
This includes the signing of a
Head of Terms for a new 5-year commercial agreement with Reach plc,
which commenced in October 2024, subject to contract.
Securing these key contract
renewals provides Smiths News with revenue stability over the
medium term and enables Smiths News to plan accordingly for its
network and the delivery of these services going forward. This
revenue stability also supports additional growth initiatives to
further drive profitability.
Inflation and operational efficiencies
Cost inflation continued to impact
our operating cost base in the period, in line with our internal
forecasts. Whilst showing some signs of relaxation, these increases
remained well above historic norms during the Period.
Within Smiths News, we remain
focused on identifying operational efficiencies to optimise its
broader network and services. In FY 2024, we delivered £5.6m of
cost savings centred around streamlining warehouse and final mile
operations and finding efficiencies in our overhead cost base,
including reducing variable costs aligned to volume declines.
Looking ahead, we continue to identify opportunities for enhanced
efficiencies and believe the previously mentioned investment in the
warehouse management system will facilitate further savings in the
longer-term.
The Company targets annual
operational efficiencies of circa £5.0m, prioritising value
creation, while preserving operational resilience. Most of this
expenditure yields positive returns through our growth and
cost-reduction initiatives, with the remaining portion allocated
for investments in facilities.
Cash generation and net debt reduction
Predictable cash flow remains at
the core of the Smiths News business model. Cash generation
excluding the 53rd week was £23.0m, in line with FY 2023
(£21.8m). Average Net Debt halved to £11.7m (FY 2023: £25.0m). Bank
Net Debt rose by £6.8m to £11.0m, impacted by net payments of
£15.7m in the 53rd week.
Following the Refinancing
Agreement announced in May 2024, the Company has in place a £40m
Revolving Credit Facility, with an additional uncommitted
'accordion' facility of up to £10m, which enables the business to
manage its intra-month working capital which can vary by up to £44m
within each month.
Board changes
A recruitment search process
commenced following confirmation from Denise Collis (independent
non-executive director and Remuneration Committee chair) that she
intends to retire from the Board at the conclusion of the 2025 AGM
as she approaches the expiry of her 9 year term. Whilst an
appointment is yet to be made, a suitable candidate is expected to
positively contribute a broad range of competencies, skills and
experiences, particularly as we embrace the future needs and
strategic direction of the business and, in so doing, also serve to
improve the level of diversity on the Board. We will report
further progress in due course but, in the meantime, the Board
would like to express its sincere appreciation for Denise's
significant contribution, guidance and support during her time with
the Company.
Outlook
The Company enters FY 2025 on a
strong footing with trading in line with expectations and clear
plans in place for another successful year and beyond. The news and
magazines business has secure contracts and a well-established
business model, while we continue to make progress expanding our
adjacent growth initiatives. Furthermore, the recent debt
refinancing allows us to implement our revised capital allocation
policy.
Going forward, the Company is
focused on maximising its core capabilities and driving revenues
from continuing to deliver best-in-class service to its news and
magazines customer base and from successfully expanding organic
initiatives which leverage the existing network and competencies.
These activities are all underpinned by Smiths News' asset-light,
flexible cost base business model. From FY 2025, our aforementioned
investment programme will ensure the business is able to optimise
efficiencies and streamline working processes moving forward,
facilitating the continued programme of identifying cost management
initiatives.
The proposed special dividend
reflects the strength in Smiths News' business, alongside the
Board's commitment to a revised capital allocation policy; seeking
to maximise shareholder returns while simultaneously ensuring
continued investment in the business.
Moving into FY 2025, the Board
remains confident for the Company's prospects, leveraging its
logistics and final mile expertise, and establishing Smiths News
firmly as one of the UK's leading providers of early morning
end-to-end supply chain solutions.
FINANCIAL REVIEW
Overview
In FY 2024 the Company traded
ahead of expectation, continued to generate good levels of cash and
refinanced its banking facilities on improved terms, enabling an
update of its capital allocation policy.
Adjusted Operating Profit of
£39.1m (FY 2023: £38.8m) was £0.3m ahead of last year, benefitting
from the men's UEFA European Championships collectables, increased
contribution from growth initiatives and the 53rd
trading week. Average net debt was reduced to £11.7m compared to
£25.0m in FY 2023. In May 2024, the Company successfully concluded
a refinancing of its banking facilities, reducing interest charges
and enabling an update of its capital allocation policy.
Consequently, the full year dividend has increased to 5.15p per
share (FY 2023: 4.15p per share), representing 2x adjusted profit
after tax, and a further special dividend is to be paid
representing 2.0p per share.
The Company's financial results in
FY 2024 represent 53 weeks of trading, compared to 52 weeks in FY
2023 as the reporting year closed on the last Saturday in August.
The additional week benefitted revenue by 1.9%, adjusted operating
profit by £0.9m and did not include any significant one-off items.
From a cash and net debt perspective, the 53rd week was
a net outflow of £15.7m driven by scheduled calendar month end
publisher payments, part of the Company's normal working capital
cycle which we have previously communicated.
Revenues of £1,103.7m (FY 2023:
£1,091.9m), were up 1.1% on the prior year, of which 1.9% related
to the 53rd week. The remaining movement excluding the
53rd week of -0.8% was below the historic trend of -3%
to -5%. Within Adjusted operating profit, the benefit of the men's
UEFA European Championships collectables matched the contribution
made from Royal Succession and the World Cup in FY 2023, and cost
out plans of £5.6m more than offset the net decline in newspaper
and magazines income. Inflation remains a headwind as do prices for
the sale of waste, but £1.3m increased contribution from the
Company's growth activities provides good trajectory going forward.
Adjusted operating profit was £39.1m (FY 2023: £38.8m) up £0.3m
from last year and including a £0.9m benefit of the 53rd
week.
While lower average Bank Net Debt
helped drive lower net finance costs (FY 2024: £5.9m; FY 2023:
£6.5m), Adjusted profit after tax decreased by £0.9m to £24.7m due
to a £1.8m higher tax charge which included a higher headline UK
rate in FY 2024. Adjusted EPS reduced from 10.8p to 10.3p as a
result.
Average Bank Net Debt for the
period decreased by £13.3m (53.2%) from £25.0m in FY 2023 to £11.7m
in FY 2024, reflecting consistent ongoing cash flow generation.
Bank Net Debt of £11.0m was higher than last year (FY 2023: £4.2m)
as there was an outflow of £15.7m in the 53rd week,
owing to calendar month end publisher payments. Bank Net Debt on 24
August 2024 after 52 weeks was a net cash position of £4.7m. Free
cash flow of £7.3m (FY 2023: £21.8m) was equally impacted and Free
cash flow after 52 weeks would have been £23.0m, compared to the
prior year period of £21.8m.
Adjusting items after tax were a
credit of £0.8m as they included a £0.6m reduction in the provision
for McColls receivables and £0.3m reversal of impairment on the
investment in Rascal. This compares to a cost of £0.5m in the prior
year driven by £0.6m aborted acquisition costs.
A final ordinary dividend of 3.40p
per share (£8.2m) is proposed by the Board which makes a total full
year ordinary dividend of 5.15p (£12.4m) compared to 4.15p in FY
2023 (£10.0m). A special dividend of 2.0p (£4.8m), is also to be
paid alongside the final ordinary dividend in February
2025.
Adjusted results
Group
£m
|
53 weeks
to
31 Aug
2024
|
52 weeks
to
26 Aug
2023
|
Change
|
Revenue
|
1,103.7
|
1,091.9
|
1.1%
|
Operating profit
|
39.1
|
38.8
|
0.8%
|
Net finance costs
|
(5.9)
|
(6.5)
|
(9.2%)
|
Profit
before tax
|
33.2
|
32.3
|
2.8%
|
Taxation
|
(8.5)
|
(6.7)
|
26.9%
|
Effective tax rate
|
25.6%
|
20.7%
|
486bps
|
Profit after tax
|
24.7
|
25.6
|
(3.5%)
|
Revenue
Revenue was £1,103.7m (FY 2023:
£1,091.9m), up 1.1% on the prior year including a 1.9% benefit from
the 53rd week. Excluding the 53rd week the residual
decrease of 0.8% was well below the historic revenue trend of c.-3%
to -5% and was supported by new contract wins and cover price
increases.
Newspaper revenue increased by
2.5%, and by 1% excluding the impact of the 53rd week
and the Royal succession in FY 2023. Underlying volume decreases
were more than offset by News UK and Midlands News Association
contract wins and the continuing benefit from cover price
increases, although these continued to impact volumes.
Magazine revenue was down 2% and
this was 3.2% excluding 53rd week and Royal Succession.
Weekly and Monthly titles both performed better than expected this
year and a 3% decline is lower than the 10-year average decline of
6%.
Revenue from collectables however
decreased by 7.3%, despite the men's UEFA European Championships
and benefit of the 53rd week. Excluding these items, the
decrease was 13% and included a weaker performance from the current
Pokémon series over the last 12 months.
Operating profit
The increase in Adjusted operating
profit of £0.3m to £39.1m (FY 2023: £38.8m) includes the following
items:
· The
benefit of a 53rd week of trading (£0.9m)
· Lower revenue from sale of waste paper (£1.1m), driven by a
reduction in price and volumes
· Increased contribution from strategic growth lines
(£1.3m)
· Depot rationalisation costs of £0.6m in the prior year which
have not reoccurred
· Cost
reduction plans within depot and overheads (£5.6m), which partly
offset increases to the cost base driven by inflation (£4.4m) and
net newspaper and magazine wholesale margin decline
(£2.6m).
Profit after tax
Net finance charges of £5.9m (FY
2023: £6.5m) were driven by a lower average net debt and partially
offset by the write-off of unamortised fees on the previous loan
facility of £46.5m and higher average interest rates. Taxation of
£8.5m (FY 2023: £6.7m) was £1.8m higher than the prior period,
driven by the increase in the corporation tax rate from 19% to 25%
from April 2023. Profit after tax of £24.7m (FY 2023: £25.6m) was
£0.9m lower than last year.
Statutory Results
Group
£m
|
53 weeks
to
31 Aug
2024
|
52 weeks
to
26 Aug
2023
|
Change
|
Revenue
|
1,103.7
|
1,091.9
|
1.1%
|
Operating profit
|
40.0
|
38.3
|
4.4%
|
Net finance costs
|
(5.9)
|
(6.5)
|
(9.2%)
|
Profit
before tax
|
34.1
|
31.8
|
7.2%
|
Taxation
|
(8.6)
|
(6.7)
|
28.4%
|
Effective tax rate
|
25.2%
|
21.1%
|
415bps
|
Profit after tax
|
25.5
|
25.1
|
1.6%
|
Statutory profit after tax of
£25.5m was a £0.4m increase on the prior year (FY 2023:
£25.1m). The increase was
the net of the £0.9m decrease in Adjusted profit after tax
described above and a £1.3m difference in adjusting items which
were a £0.5m cost in FY 2023 but a £0.8m credit in FY
2024.
Earnings per share
|
Adjusted
|
Statutory
|
|
53 weeks to
31 Aug 2024
|
52 weeks
to
26 Aug
2023
|
53 weeks to
31 Aug 2024
|
52 weeks
to
26 Aug
2023
|
Earnings attributable to ordinary
shareholders (£m)
|
24.7
|
25.6
|
25.5
|
25.1
|
Basic weighted average number of
shares (millions)
|
240.3
|
237.3
|
240.3
|
237.3
|
Basic Earnings per
share
|
10.3
|
10.8
|
10.6
|
10.6
|
Diluted weighted number of shares
(millions)
|
251.1
|
249.9
|
251.1
|
249.9
|
Diluted Earnings per
share
|
9.8
|
10.2
|
10.2
|
10.0
|
Adjusted basic earnings per share
of 10.3p, was a decrease of 0.5p on the prior year driven by the
decrease in earnings of the business and an increase in the average
number of shares as a result of the employee benefit trust holding
fewer shares.
Statutory basic earnings per share remained at 10.6p (FY 2023: 10.6p)
due to the above plus higher earnings from the impact of adjusting
items.
Dividends
|
53 weeks
to
31 Aug
2024
|
52 weeks
to
26 Aug
2023
|
Dividend per share
(proposed)
|
7.15p
|
4.15p
|
Dividend per share (paid and
recognised)
|
4.50p
|
4.15p
|
The Board is proposing a final
ordinary dividend of 3.40p per share (FY 2023: 2.75p per share).
The proposed final dividend is subject to approval by shareholders
at the Annual General Meeting on 16 January 2025 and has not been
included as a liability in these accounts. The Board is also
proposing a special dividend of 2.0p per share. These dividend
recommendations follow the revised capital allocation
policy.
The proposed dividends will each
be paid on 6 February 2025 to shareholders on the register at close
of business on 10 January 2025. The ex-dividend date will be 9
January 2025.
Adjusting items
£m
|
53 weeks
to
31 Aug
2024
|
52 weeks
to
26 Aug
2023
|
Tuffnells provision
|
0.2
|
(0.4)
|
Network and reorganisation
(costs)/credits
|
(0.1)
|
0.5
|
Technology transformation
costs
|
(0.1)
|
-
|
Aborted acquisition
costs
|
-
|
(0.6)
|
Impairment reversal in investment
in joint ventures
|
0.3
|
-
|
Impairment of receivables -
McColl's
|
0.6
|
-
|
Total before tax
|
0.9
|
(0.5)
|
Taxation
|
(0.1)
|
-
|
Total after taxation
|
0.8
|
(0.5)
|
Adjusting items before tax was a
credit of £0.9m compared to a net cost of £0.5m in the prior year
period. In FY 2024, the Company reduced the impairment provision
held on the McColls receivable by £0.6m following information
received from the McColls administrators, reversed the remaining
impairment held on the Rascal joint venture of £0.3m and released
provisions made following Tuffnells entering into administration of
£0.2m. These credits were partially offset by £0.1m of
reorganisation costs in relation to simplifying the Group structure
and £0.1m in respect of implementation costs for the three-year
internal investment programmes highlighted above.
In the prior period, the Company
incurred £0.6m of costs for due diligence and legal activity
associated with an aborted acquisition and made £0.4m of provisions
following Tuffnells falling into administration. These costs were
offset by £0.5m of credits relating to provisions releases which
were the result of a contract renewal with our shared service
centre partner.
Further information on these items
can be found in Note 3 to the Group Financial Statements. Adjusting
items are defined in the Glossary to the Group Financial Statements
and present a further measure of the Company's performance.
Excluding these items from profit metrics provides readers with
helpful additional information on the performance of the business
across periods because it is consistent with how the business
performance is planned by, and reported to, the Board and the
Executive Team. Alternative Performance Measures (APMs) should be
considered in addition to, and are not intended to be a substitute
for, or superior to, IFRS measurements.
Free cash flow
£m
|
53 weeks
to
31 Aug
2024
|
52 weeks
to
26 Aug
2023
|
Adjusted operating
profit
|
39.1
|
38.8
|
Depreciation and
amortisation
|
8.5
|
9.2
|
Adjusted EBITDA
|
47.6
|
48.0
|
Working capital
movements
|
(17.0)
|
(4.9)
|
Capital expenditure
|
(4.4)
|
(3.4)
|
Lease payments
|
(5.9)
|
(6.1)
|
Net interest and fees
|
(5.0)
|
(5.3)
|
Taxation
|
(8.5)
|
(6.6)
|
Other
|
0.9
|
1.1
|
Free cash flow (excluding Adjusting items)
|
7.7
|
22.8
|
Adjusting items (cash
effect)
|
(0.4)
|
(1.0)
|
Free cash flow
|
7.3
|
21.8
|
Free cash flow of £7.3m was £14.5m
lower than last year (£21.8m) due to the impact of the
53rd week, which was a net outflow of £15.7m. The
53rd week included payment made to publishers as part of
the Company's normal working capital cycle at the end of the
calendar month. Free cash flow excluding the 53rd week
was £23.0m.
The working capital outflow arose
largely from scheduled publisher payments in the 53rd
week. Excluding the outflow in the 53rd week, there was
a working capital outflow of £0.4m compared to an outflow of £4.9m
in the prior year. The difference was due to the timing of
receivables due from a major supermarket multiple which are
scheduled in calendar months, with the August 2023 receipt falling
into the first week of FY 2024 and the August 2024 receipt falling
into the last week of FY 2024.
Capital expenditure in the period
was £4.4m (FY 2023: £3.4m), an increase of £1.0m due to depot
and office refurbishments during the summer of FY 2024.
Lease payments of £5.9m (FY 2023:
£6.1m) decreased by £0.2m driven by network rationalisation
activities which involved the closure of one site and the
downsizing of another during FY 2024, partially offset in the
second half of the year by rent renewals.
Net interest and fees of £5.0m (FY
2023: £5.3m) decreased by £0.3m, due to lower average net debt and
interest earned on deposits partially offset by the impact of
arrangement fees incurred on refinancing.
Cash tax outflow of £8.5m was a
£1.9m increase on the prior period (FY 2023: £6.6m outflow) owing
principally to the full year impact of the increase in corporation
tax rate from 19% to 25% in April 2023.
Other items relate predominantly
to the non-cash share-based payment expense.
The total net cash impact of other
Adjusting items was an £0.4m (FY 2023: £1.0m) outflow.
A reconciliation of free cash flow
to the net movement in cash and cash equivalents is given in the
Glossary.
Net debt
£m
|
As at
31 August
2024
|
As
at
26
August 2023
|
Opening Bank Net Debt
|
(4.2)
|
(14.2)
|
Free cash flow
|
7.3
|
21.8
|
Dividend
paid
|
(10.8)
|
(9.8)
|
Investment in joint
venture
|
-
|
(0.3)
|
Purchase of shares for employee
benefit trust
|
(3.3)
|
(1.7)
|
Closing Bank Net Debt
|
(11.0)
|
(4.2)
|
Bank Net Debt closed the year at
£11.0m compared to £4.2m at August 2023, an increase of £6.8m but
including a £15.7m outflow in the 53rd week as outlined
above. The Company had a net cash position of £4.7m at the end of
the 52nd week on 24 August 2024.
Reported net debt is impacted by
the timing of the Company's working capital cycle. The intra-month
working capital cash flow cycle generates a routine and predictable
cash swing within the overall bank facility of £40.0m at the period
end (FY 2023: £64.0m). This results in a predictable fluctuation of
net debt during the month compared to the closing net debt
position.
Average daily bank net debt
reduced from £25.0m in the prior period to £11.7m in the current
period, a reduction of £13.3m (53%) and reflecting good ongoing
cash generation.
Total dividends paid during the
year amounted to £10.8m (FY 2023: £9.8m), an increase of £1.0m. The
FY 2023 final ordinary dividend of £6.7m was paid in February (FY
2023: £6.5m), bringing the total dividend paid in respect of FY
2023 to £10.0m. The Company also paid an interim ordinary dividend
in July 2024 of £4.2m (FY 2023: £3.3m).
In the prior period the Company
invested £0.3m in Lucid Digital Magazines limited, a joint venture
for retailing single copy electronic versions of newspapers and
magazines under the trading name LoveMedia.
The Company's Bank Net Debt: Bank
EBITDA ratio increased to 0.3x (FY 2023: 0.1x). The net outflow in the
53rd week, part of the Company's normal working capital
cycle, increased reported Bank Net Debt compared to the prior year
as outlined above. The Bank Net Debt: Bank EBITDA ratio covenant of
0.3x is within our main leverage covenant ratio of 2.5x and we
remain within all our other bank covenant tests at period
end.
A reconciliation of Bank Net Debt
(which excludes IFRS 16 lease liabilities and unamortised
arrangement fees) to the balance sheet and Bank EBITDA (which uses
pre-IFRS16 lease accounting) to the profit and loss account is
provided in the Glossary.
Going concern
Having considered the Company's
banking facility, the ongoing impact of inflationary pressures
within the macro-economy and the funding requirements of the
Company, the directors are confident that headroom under the bank
facility remains adequate, future covenant tests can be met and
there is a reasonable expectation that the business can meet its
liabilities as they fall due for a period of greater than 12 months
(being an assessment period of 16 months) from the date of approval
of the Financial Statements. For this reason, the directors
continue to adopt the going concern basis in preparing the
financial statements and no material uncertainty has been
identified.
PRINCIPAL AND EMERGING RISKS
The Company has a clear framework
in place to continuously identify and review both the principal and
emerging risks it faces. This includes, amongst others, a detailed
assessment of business and functional teams' principal and emerging
risks and regular reporting to, and robust challenge from, both the
Executive Team and Audit Committee. The directors' assessment
of these risks is aligned to the strategic business planning
process and regulatory landscape.
Specifically, key risks are
plotted on risk maps with descriptions, owners, and mitigating
actions, reporting against a level of materiality (principally
relating to impact and likelihood) consistent with their size.
These risk maps are reviewed and challenged by the Executive Team
and Audit Committee and reconciled against the Company's risk
appetite. As part of the regular principal risk process, a review
of emerging risks (internal and external) is also conducted, and a
list of emerging risks is maintained and rolled-forward to future
discussions by the Executive Team and Audit Committee. Where
appropriate, these emerging risks may be brought into the principal
risk registers. Additional risk management support is provided by
external experts in areas of technical complexity to complete our
bottom-up and top-down exercises.
As part of the Board's ongoing
assessment of the principal and emerging risks, the Board has
considered the performance of the business, its markets, the
changing regulatory and macro-economic landscape, the Company's
future strategic direction and ambition as well as
the heightened climate-related risk
environment. The directors have carried
out a robust assessment of the Company's emerging and principal
risks, including those that could threaten its business model,
future performance, solvency or liquidity. Risks are still subject
to ongoing scrutiny, monitoring and appropriate
mitigation.
Key Changes in the Year
In line with our usual procedures,
the opportunity to review and refresh the Company's principal and
emerging risks has resulted in an elevation of the Growth
initiatives principal risk for the reasons noted in the table below
as well as the identification of potentially a more challenging
macro-economic climate (although the principal risk has remained
stable) due to the continuing impact of inflationary pressures in
the macro-economy and its potential impact not only on the
demand-side risk inherent in the print media business but also our
ability to maintain high service performance standards and our
strategic planning programmes. In light of this, we have been able
to maintain a stable number of principal risks but with a reduction
in the number of emerging risks identified by the Board given that
those events previously identified as emerging were, in fact,
already broadly under review either as part of another principal or
emerging risk. Following this review, there remains a general
alignment around the nature of risks, the risk ownership, the
direction of travel, any mitigation actions to reduce the gross
risk, and acceptance of remaining net risk.
The table below details each
principal business risk, those aspects that would be impacted were
the risk to materialise, our assessment of the current status of
the risk and how each is mitigated.
Principal risks and potential impact
|
Mitigations
|
Strategic link/ change
|
1. Cyber security
|
Global trends demonstrate a
continued high volume of cyber-attacks against all industry sectors
and that cyber threats continue to indiscriminately
evolve.
To meet the needs of our
stakeholders, our IT infrastructure and data processes need to be
flexible, reliable and secure from cyber-attacks.
Secure infrastructure acts as a
deterrent to, and helps prevent and/or mitigate the impact of,
external cyber-attack, internal threat or supplier-related breach,
which could cause service interruption and/or the loss of Company
and customer data.
Cyber incidents could lead to
major adverse customer, financial, reputational and regulatory
impacts.
|
· Defined risk-based approach to the information security
roadmap and technology strategy which is aligned to the strategic
plans.
· Regular tracking of key programmes against spend targets and
delivery dates.
· The
Company assesses cyber risk on a day-to-day basis, using proactive
and reactive information security controls to detect and mitigate
common threats.
· Dedicated information security investments and access to
third-party cyber security specialists, including 24/7 security
monitoring, incident response and specialist testing.
· The
Company encourages a cyber-aware culture by undertaking exercises,
such as computer-based training and simulated phishing attacks and
regular communications about specific cyber threats.
· All
functions that place reliance on business systems have established
business continuity plans that set out how to conduct key
activities if a system interruption takes place due to a disruptive
event such as a cyber-attack.
|
Strategic link:
Technology
Change:
Stable - despite ongoing investment and enhancements in the Company's
IT infrastructure and IT security the backdrop remains heightened,
leading to a stable risk assessment.
|
2. Macro-economic uncertainty
|
Deterioration in the
macro-economic environment could result in supply-side cost
inflation and/or a reduction in demand-side sales
volumes.
Supply-side macro-economic
pressures could present the Company with additional cost
challenges, e.g. increased competition in the distribution labour
market and/or rises in fuel and utility prices. Adverse
changes to economic conditions could result in reduced consumer
demand for newspapers and magazines and/or reduction in
titles/editions. These cost increases and sales pressures present a
risk when they cannot be fully mitigated through increased prices
or other productivity gains.
This could result in deterioration
in the level of profitability in both the short and medium term and
impacts on the Company's ability to execute its strategies,
including level of debt and liquidity objectives.
|
· Annual budgets and forecasts take into account the current
macro-economic environment to set expectations internally and
externally, allowing for or changing objectives to meet short- and
medium-term financial targets.
· Weekly cost monitoring enables oversight and action on a
timely basis.
· Cover price increases in magazine and newspaper titles
provide some offset against the impact of volume
decline.
· Predictable level of volume decline within the core business
enables cost optimisation planning.
· Use
of fixed-term contracts as a hedge against rapidly rising prices
e.g. energy costs.
· The
Company continues to be significantly cash generating to support
its strategic priorities.
|
Strategic link:
Cost and efficiencies,
Operations
Change:
Stable - whilst the UK economy has
returned to growth in 2024 and inflation is now within the Bank of
England's target range, increases in the National Living Wage in
excess of inflation, the tightening of standards pursuant to the
Employment Rights bill together with expected increases (with
effect from April 2025) in employers' national insurance
contributions recently announced by the Government is expected to
add to the Company's cost base.
|
3. Changes to retailers' commercial
environment
|
Our largest retailers (e.g.
grocers and symbol group members) remain under significant pressure
to maximise sales and profitability by channel within their retail
stores and at associated sale outlets, such as at petrol forecourt
stores. This could result at any time in a category review of the
newspaper and/or magazine channel, leading to a significant
reduction in newspapers' and/or magazines' selling space-in-store
(or its location) in favour of other higher margin products and/or
the delisting of all/particular titles of newspapers and/or
magazines.
A reduction in (or change in
location of) sales space and/or full delisting of newspapers and/or
magazines by our largest retailers (or a high number of other
retailers) could materially reduce the Company's revenue,
profitability and cash flow.
|
· Our
EPoS-based returns (EBR) solution has been introduced in-store with
our largest retailers, improving staff efficiency in managing the
magazine category, thereby reducing cost to the
retailer.
· Potential to extend EBR to newspapers in order to broaden
efficiency-benefits to retailers.
· Supply-side shrink activities underway and renewed focus
improve channel profitability and reduce complexity associated with
the category.
· Form
stronger partnerships with emerging retailers to stock magazines
and newspapers.
· Expand retail offering to include single copy digital
downloads of newspapers and/or magazines to supplement physical
print and category range in-store.
|
Strategic link:
Cost and efficiencies
Change:
Stable
|
4. Acquisition and retention of labour
|
Due to competition and constraints
in the current distribution labour market, this could lead to an
increased risk of being unable to recruit and/or retain warehouse
colleagues and support staff.
The same pressures are also being
felt in sourcing and retaining delivery sub-contractors as well as
filling in-house roles within our central support
functions.
A failure to maintain an
appropriate level of resourcing could result in increased costs,
employee disengagement and/or loss of management focus which
underpin our ability to address the strategic priorities and to
deliver forecasted performance.
|
· We
seek to offer market competitive terms to ensure talent remains
engaged.
· We
offer long-term contracts with our sub-contracted delivery
partners.
· We
use a variety of platforms to recruit employees and
contractors.
· The
level of vacancies across warehouse and delivery contractors is
monitored daily.
· We
undertake workforce planning; performance, talent and succession
initiatives; learning and development programmes; and promote the
Company's culture and core values.
· Retention plans are reviewed to address key risk areas, and
attrition across the business is regularly monitored.
· Regular surveys are undertaken to monitor the engagement of
colleagues.
|
Strategic link:
People first,
Culture and values,
Cost and efficiencies
Change:
Stable
|
5.
Growth initiatives
|
A successful growth and
diversification strategy is essential to the long-term success of
the Company.
Implementing new business
opportunities in order to grow the Company's revenue and profit
streams carries an execution risk to achieving our vision and
purpose.
|
· Strong project management and governance in place to sign-off
growth initiatives and oversee their implementation.
· A
Growth Business Development Group and Growth Operations Delivery
Steering Committee have been established to review and control new
business opportunities and then plan and measure the impact of
these opportunities on core operations.
· Experimentation through trials of new business opportunities
has been deployed to assess the demand and potential economic
benefit of such opportunities.
· The
Executive Team's balanced scorecard of key performance indicators
ensures sub-optimal performance is tracked and monitored on a
regular basis and allows appropriate interventions to be
made.
|
Strategic link:
Cost and efficiencies
Change:
Increasing - as Growth initiatives become a more significant part of our
business, space and capacity constraints at both our sites and in
our vehicles will likely increase. In addition, layering in of
change projects such as our investment in a Warehouse Management
System, and the Operational Excellence programme may create
pressure in the short-term before improvements become
evident.
|
6. Sustainability and climate change
|
Our sustainability linked risks
extend beyond the physical and transitional risks associated with
climate change which we have previously identified, such as a
scarcity of resources, extreme weather events, power outages,
increasing regulation and associated cost in response to a drive to
"net zero" carbon emissions and the increasingly stringent air
quality emission zones. Regulatory requirements and reporting
obligations on environmental, social and governance (ESG) matters
are increasing and ongoing investment is required to maintain a
safe working environment and to protect the Company from
cyber-attacks, as well as making progress in delivering on our
diversity and inclusion ambitions. In common with all major
organisations, there is a risk of reputational damage and/or loss
of revenue if the Company fails to meet stakeholder expectations
across our sustainability framework.
|
· Board Sustainability Committee established (Chaired by the
Chief Financial Officer) to consider and determine the Company's
sustainability strategy and progress, together with risk
environment and activities and actions.
· Dedicated management Sustainability Steering Committee
established (also chaired by the Chief Financial Officer)
coordinates the Company's day-to-day activities and actions in
delivering the Company's sustainability strategy, including in
relation to climate change.
· Working with suppliers to ensure they share the Company's
vision to act on sustainability and climate change.
· Emissions and air quality targets in UK towns and cities are
monitored by a central team in the Operations function which
ensures the Company can fulfil its obligations to customers and
remain compliant with legal requirements.
· Operational sites are reviewed for their resilience to
extreme weather events, such as flooding, with upgrades and
interventions made where these are cost-effective. Depots are
relocated to new sites (e.g. during lease break windows) where this
represents a better option than adapting an existing
location.
|
Strategic link:
Cost and efficiencies,
Operations,
Sustainability
Change:
Stable
|
7. Major newspaper titles exit the market or move to digital
only editions
|
Significant decline in advertising
and/or circulation, together with rising production costs, could
lead to one or more national newspaper titles exiting the market
and/or publications being taken fully digital. This could lead to a
significant deterioration in the Company's profitability and cash
flow in both the short and medium term as well as impacting on its
ability to execute its strategies.
|
· We
seek to ensure full availability of alternative newspaper titles to
maximise substitution opportunities for customers.
· Partial mitigation against newspaper title closures is built
into our contracts with major publishers.
· Ongoing successful execution of our growth and
diversification strategy provides longer-term mitigation through
alternative profitable revenue streams.
|
Strategic link:
Cost and efficiencies,
Change:
Stable
|
8.
Legal and regulatory compliance
|
The Company is required to be
compliant with all applicable laws and regulations. Failure to
adhere to these could result in financial
penalties, third party redress,
and/or reputational damage.
Key areas of legal and regulatory
compliance include:
· GDPR
· Health and Safety
· Tax
compliance
· Environmental legislation
· Employment law
|
· Changes in laws and regulations are monitored, with policies
and procedures being updated as required.
· Business-wide mandatory training programmes for higher-risk
regulatory areas.
· External experts are used where applicable.
· All
major policies are reviewed by the Board or Audit Committee on an
annual basis.
· Operational auditing and monitoring systems for higher risk
areas.
|
Strategic link:
Technology, Sustainability,
Operations
Change:
Stable
|
GROUP FINANCIAL STATEMENTS
Group Income Statement
for the 53-week period ended 31 August
2024
£m
|
|
2024
|
2023
|
|
Note
|
Adjusted*
|
Adjusting
items
|
Total
|
Adjusted*
|
Adjusting items
|
Total
|
|
|
|
|
|
|
|
|
Revenue
|
1
|
1,103.7
|
-
|
1,103.7
|
1,091.9
|
-
|
1,091.9
|
Cost of sales
|
2
|
(1,030.5)
|
-
|
(1,030.5)
|
(1,019.4)
|
-
|
(1,019.4)
|
Gross profit
|
2
|
73.2
|
-
|
73.2
|
72.5
|
-
|
72.5
|
Administrative expenses
|
2
|
(33.8)
|
-
|
(33.8)
|
(33.7)
|
(0.5)
|
(34.2)
|
Net impairment (loss)/reversal on
trade receivables
|
13
|
(0.1)
|
0.6
|
0.5
|
(0.1)
|
-
|
(0.1)
|
(Losses)/profits from joint
ventures
|
11
|
(0.2)
|
-
|
(0.2)
|
0.1
|
-
|
0.1
|
Impairment reversal of joint venture
investment
|
11
|
-
|
0.3
|
0.3
|
-
|
-
|
-
|
Operating profit
|
2
|
39.1
|
0.9
|
40.0
|
38.8
|
(0.5)
|
38.3
|
Finance costs
|
5
|
(6.3)
|
-
|
(6.3)
|
(6.5)
|
-
|
(6.5)
|
Finance income
|
5
|
0.4
|
-
|
0.4
|
-
|
-
|
-
|
Profit/(loss) before tax
|
|
33.2
|
0.9
|
34.1
|
32.3
|
(0.5)
|
31.8
|
Income tax (expense)
|
6
|
(8.5)
|
(0.1)
|
(8.6)
|
(6.7)
|
-
|
(6.7)
|
Profit/(loss) for the year attributable to equity
shareholders
|
|
24.7
|
0.8
|
25.5
|
25.6
|
(0.5)
|
25.1
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
Basic
|
8
|
10.3
|
|
10.6
|
10.8
|
|
10.6
|
Diluted
|
8
|
9.8
|
|
10.2
|
10.2
|
|
10.0
|
Equity dividends per share (paid and
proposed)
|
7
|
7.15
|
|
7.15
|
4.15
|
|
4.15
|
*This measure is described in Note
1(4) of the accounting policies and the Glossary to the Accounts.
Adjusting items are set out in Note 3 to the Group Financial
Statements.
Group Statement of Comprehensive
Income
for the 53-week period ended 31 August
2024
£m
|
|
2024
|
2023
|
Items that may subsequently be reclassified to the income
statement:
|
|
|
|
Currency translation
(subsidiaries)
|
|
(0.1)
|
-
|
Other comprehensive result for the
year
|
|
(0.1)
|
-
|
Profit for the year
|
|
25.5
|
25.1
|
Total comprehensive income for the
year
|
|
25.4
|
25.1
|
Group Balance Sheet
as at 31 August 2024
£m
|
Note
|
2024
|
2023
|
Non-current assets
|
|
|
|
Intangible assets
|
9
|
2.4
|
1.9
|
Property, plant and
equipment
|
10
|
9.7
|
8.8
|
Right of use assets
|
17
|
29.5
|
21.8
|
Interest in joint
ventures
|
11
|
4.6
|
4.4
|
Deferred tax assets
|
18
|
1.3
|
1.7
|
|
|
47.5
|
38.6
|
Current assets
|
|
|
|
Inventories
|
12
|
22.1
|
17.7
|
Trade and other
receivables
|
13
|
102.1
|
101.1
|
Cash and cash equivalents
|
15
|
7.0
|
37.3
|
Corporation tax
receivable
|
|
0.9
|
0.6
|
|
|
132.1
|
156.7
|
Total assets
|
|
179.6
|
195.3
|
Current liabilities
|
|
|
|
Trade and other payables
|
14
|
(128.5)
|
(141.5)
|
Bank loans and other
borrowings
|
15
|
-
|
(10.0)
|
Lease liabilities
|
17
|
(5.5)
|
(4.9)
|
Provisions
|
19
|
(1.3)
|
(2.5)
|
|
|
(135.3)
|
(158.9)
|
Non-current liabilities
|
|
|
|
Bank loans and other
borrowings
|
15
|
(17.6)
|
(30.2)
|
Lease liabilities
|
17
|
(25.4)
|
(18.3)
|
Non-current provisions
|
19
|
(4.6)
|
(4.2)
|
|
|
(47.6)
|
(52.7)
|
Total liabilities
|
|
(182.9)
|
(211.6)
|
Total net liabilities
|
|
(3.3)
|
(16.3)
|
|
|
|
|
Equity
|
|
|
|
Called up share capital
|
22(a)
|
12.4
|
12.4
|
Share premium account
|
22(c)
|
60.5
|
60.5
|
Demerger reserve
|
23(a)
|
(280.1)
|
(280.1)
|
Own shares reserve
|
23(b)
|
(3.7)
|
(4.4)
|
Translation reserve
|
23(c)
|
0.2
|
0.4
|
Retained earnings
|
24
|
207.4
|
194.9
|
Total shareholders'
deficit
|
|
(3.3)
|
(16.3)
|
The accounts were approved by the
Board of Directors and authorised for issue on 4 November 2024 and
were signed on its behalf by:
Jonathan
Bunting
Paul Baker
Chief Executive
Officer
Chief Financial Officer
Registered number -
05195191
Group Statement of Changes in Equity
for the 53-week period ended 31 August 2024
£m
|
Note
|
Share
capital
|
Share premium
account
|
Demerger
reserve
|
Own shares
reserve
|
Hedging and translation
reserve
|
Retained
earnings
|
Total
|
Balance at 27 August 2022
|
|
12.4
|
60.5
|
(280.1)
|
(4.6)
|
0.4
|
179.4
|
(32.0)
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
25.1
|
25.1
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
-
|
-
|
25.1
|
25.1
|
Dividends paid
|
7
|
-
|
-
|
-
|
-
|
-
|
(9.8)
|
(9.8)
|
Employee share scheme
purchases
|
|
-
|
-
|
-
|
(1.7)
|
-
|
-
|
(1.7)
|
Employee share scheme
awards
|
|
-
|
-
|
-
|
1.9
|
-
|
(1.9)
|
-
|
Recognition of share-based payments
net of tax
|
|
-
|
-
|
-
|
-
|
-
|
1.5
|
1.5
|
Deferred tax recognised in
equity
|
|
-
|
-
|
-
|
-
|
-
|
0.6
|
0.6
|
Balance at 26 August 2023
|
|
12.4
|
60.5
|
(280.1)
|
(4.4)
|
0.4
|
194.9
|
(16.3)
|
Profit for the year
|
|
-
|
-
|
-
|
-
|
-
|
25.5
|
25.5
|
Currency translation
(subsidiaries)
|
|
-
|
-
|
-
|
-
|
(0.2)
|
0.1
|
(0.1)
|
Total comprehensive income for the year
|
|
-
|
-
|
-
|
-
|
(0.2)
|
25.6
|
25.4
|
Dividends paid
|
7
|
-
|
-
|
-
|
-
|
-
|
(10.8)
|
(10.8)
|
Employee share scheme
purchases
|
|
-
|
-
|
-
|
(3.3)
|
-
|
-
|
(3.3)
|
Employee share scheme
awards
|
|
-
|
-
|
-
|
4.0
|
-
|
(3.2)
|
0.8
|
Recognition of share-based payments
net of tax
|
|
-
|
-
|
-
|
-
|
-
|
0.9
|
0.9
|
Current tax recognised in
equity
|
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Deferred tax recognised in
equity
|
|
-
|
-
|
-
|
-
|
-
|
(0.1)
|
(0.1)
|
Balance at 31 August 2024
|
|
12.4
|
60.5
|
(280.1)
|
(3.7)
|
0.2
|
207.4
|
(3.3)
|
Group Cash Flow Statement
for the 53-week period ended 31 August 2024
£m
|
Note
|
2024
|
2023
|
Net cash inflow from operating
activities
|
21
|
22.4
|
36.4
|
Investing activities
|
|
|
|
Dividends received from joint
ventures
|
|
0.2
|
0.2
|
Purchase of property, plant and
equipment
|
|
(3.4)
|
(2.6)
|
Purchase of intangible
assets
|
|
(1.0)
|
(0.8)
|
Investment in joint
venture
|
11
|
-
|
(0.3)
|
Interest received
|
|
0.4
|
-
|
Net
cash used in investing activities
|
|
(3.8)
|
(3.5)
|
Financing activities
|
|
|
|
Interest paid
|
|
(4.9)
|
(5.3)
|
Dividend paid
|
7
|
(10.8)
|
(9.8)
|
Repayments of lease
principal
|
|
(5.9)
|
(6.1)
|
Repayment of term loan
|
|
(41.5)
|
(8.0)
|
Net increase in revolving credit
facility
|
|
17.5
|
-
|
Purchase of shares for Employee
Benefit Trust
|
|
(3.3)
|
(1.7)
|
Net
cash used in financing activities
|
|
(48.9)
|
(30.9)
|
Net
(decrease)/increase in cash and cash equivalents
|
|
(30.3)
|
2.0
|
Opening net cash and cash
equivalents
|
|
37.3
|
35.3
|
Closing net cash and cash equivalents
|
15
|
7.0
|
37.3
|
Notes to the Accounts
1.
Accounting policies
(1)
Basis of consolidation
Smiths News plc ('the Company') is a
company incorporated in England, UK under the Companies Act 2006.
The Group accounts for the 53-week period ended 31 August 2024
comprise the Company and its subsidiaries (together referred to as
the 'Group') and the Group's interests in joint ventures and
associates. Subsidiary undertakings are included in the Group
Accounts from the date on which control is obtained. They are
deconsolidated from the date on which control ceases. All
significant subsidiary accounts are made up to 31 August 2024 and
are included in the Group Accounts.
Unless otherwise noted references
to 2023 and 2024 relate to a 52-week period ended 26 August 2023
and the 53-week period ended 31 August 2024 as opposed to calendar
year.
The Accounts were authorised for
issue by the directors on 4 November 2024.
(2)
Accounting basis of preparation
The financial information contained
within this preliminary announcement for the 53 weeks to 31 August
2024 and the 52 weeks to 26 August 2023 does not comprise statutory
financial statements for the purpose of the Companies Act 2006 but
is derived from those statements. The statutory accounts for Smiths
News PLC for the 52 weeks to 26 August 2023 have been filed with
the Registrar of Companies and those for the 53 weeks to 31 August
2024 will be filed following the Company's annual general meeting.
The auditor's reports on the accounts for both the 53 weeks to 31
August 2024 and the 52 weeks to 26 August 2023 were unqualified,
did not draw attention to any matters by way of emphasis, and did
not include a statement under Section 498 (2) or (3) of the
Companies Act 2006. The Annual Report and Accounts will be
available for shareholders in December 2024.
The Accounts are prepared on the
historical cost basis with the exception of certain financial
instruments and are presented in Pound Sterling and rounded to
£0.1m, except where otherwise indicated.
The Group Accounts have been
prepared in accordance with UK-adopted International Accounting
Standards (IAS) in conformity with the requirements of the
Companies Act 2006.
Intra-group balances and
unrealised gains and losses or income and expenses arising from
intra-group transactions are eliminated in preparing the Group
Accounts. Unrealised gains and losses arising from transactions
with joint ventures are eliminated to the extent of the Group's
interest in these entities.
(3)
Going concern
The Group accounts have been
prepared on a going concern basis.
When assessing the going concern of
the Group, the directors have reviewed the year-to-date financial
actuals, as well as detailed financial forecasts for the period up
to 1 March 2026, the going concern period.
The Group currently has a net
current liability position of £3.2m as at 31 August 2024. All bank
covenant tests were met at the year end. The key Bank Net Debt:
Bank EBITDA ratio of 0.3x was below the covenant test threshold of
2.5x. The threshold reduced from 1.75x on 24 February 2024 then
increased to 2.5x on 2 May 2024 when the facility was amended and
extended.
The intra-month working capital cash
flow cycle at Smiths News generates a routine and predictable cash
swing and therefore a predictable fluctuation in Bank Net Debt
during the course of the month compared to the closing net debt
position. The Group's average daily Bank Net Debt during the period
was £11.7m (2023: £25.0m). The Company utilises a Revolving Credit
Facility (RCF) to manage the cash swing. At the year end, £20.5m of
the RCF was available and the Company had £7.0m of cash on hand,
giving headroom of £27.5m.
3i) Bank facility
The Group's banking facility was
refinanced during the year which at the balance sheet date
comprises an RCF of £40.0m and an uncommitted accordion
facility of £10.0m. The RCF is available less committed letters of
credit amounting to £1.5m (see Note 17). The agreement is with HSBC
and Santander.
The facility's current margin is
2.45% per annum over SONIA and has a final maturity date of 2 May
2027 with the option of two one-year extension with lender consent
on the first and second anniversaries.
3ii) Reverse stress
testing
The directors have prepared their
base case forecast which represents their best estimate of cash
flows over the going concern period which is up to 1 March 2026,
and in accordance with FRC guidance have prepared a reverse stress
test that identifies either a lack of liquidity or breach of the
Bank Net Debt: Bank EBITDA ratio that at peak debt would create a
scenario which could lead to the facility being exhausted or
becoming repayable on demand, respectively.
A point of insufficient liquidity
would occur in November 2025 if Bank EBITDA was 60% below the Board
approved three-year plan. The directors consider the likelihood of
this level of downturn to be remote based on:
·
current trading which is in line with
expectations;
·
year-on-year declines in revenues would have to
be significantly greater than historical trends;
·
91% of contracts secured with publishers to 2029
(including Heads of Terms); and
·
the Company continues to trade with adequate
profit to service its debt covenants.
3iii) Mitigating actions
In the event the break environment
scenario went from being remote to possible then management would
seek to take mitigating actions to maintain liquidity and
compliance with the bank facility covenants. The options within the
control of management would be to:
·
Optimise liquidity by working capital management
of the peak-to-trough intra-month movement. Utilising existing
vendor management finance arrangements with retailers and
optimising contractual payment cycles to suppliers which would
improve liquidity headroom;
·
Not pay planned dividend payments;
·
Delay non-essential capex projects;
·
Cancel discretionary annual bonus
payments;
·
Increase the principal facility amount by
exercising the £10 accordion option in the RCF Facility;
and
·
Identify other overhead and depot
savings.
More extreme mitigating actions
would also be available if the scenario arose.
The Company has vendor finance
arrangements in place where it has the ability to request early
payment of invoices at a small discount, the payments are
non-recourse and the invoices are considered settled from both
sides once payment is received. The Company has not made use of
this facility in the current or prior periods, nor since the
balance sheet date.
3iv) Assessment
Having considered the above and the
funding requirements of the Group and Company, the directors are
confident that headroom under the bank facility remains adequate,
future covenant tests can be met and there is a reasonable
expectation that the business can meet its liabilities as they fall
due for a period of greater than 12 months (being an assessment
period of 16 months) from the date of approval of the Group
Financial Statements. For this reason, the directors continue to
adopt the going concern basis in preparing the financial statements
and no material uncertainty has been identified.
(4)
Alternate performance
measures
In reporting financial
information, the Group presents alternative performance measures
(APMs), which are not defined or specified under the requirements
of IFRS.
The Group believes that these APMs
(listed in the Glossary), are not considered to be a substitute
for, or superior to, IFRS measures but provide stakeholders with
additional helpful information on the performance of the business.
These APMs are consistent with how the business performance is
planned and reported within the internal management reporting to
the Board and Executive Team.
The APMs do not have standardised
meaning prescribed by IFRS and therefore may not be directly
comparable to similar measures presented by other
companies.
(5)
Estimates and judgements
The preparation of these accounts
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
Key accounting judgements
The significant judgements made in
the accounts are:
Revenue recognition
The Group recognises the wholesale
sales price for its sales of newspapers and magazines. The Group is
considered to be the principal based on the following indicators of
control over its inventory: discretion to establish prices; it
holds some of the risk of obsolescence once in control of the
inventory on returns; and has the responsibility of fulfilling the
performance obligation on delivery of inventory to its customers.
If the Group were considered to be the agent, revenue and cost of
sales would reduce by £937.3m (2023: £926.5m).
Determining lease terms
In determining lease terms,
management considers all facts and circumstances that create an
economic incentive to exercise an extension option, or not exercise
a termination option. Extension options (or periods after
termination options) are only included in the lease term if the
lease is reasonably certain to be extended (or not
terminated).
For
leases of distribution centres and equipment, the following factors
are the most relevant:
·
the Company continually considers the optimal
network structure in its judgement over lease terms;
·
if there are significant penalties to terminate
(or not extend), the Company is typically reasonably certain to
extend (or not terminate);
·
if any leasehold improvements are expected to
have a significant remaining value, the Company is typically
reasonably certain to extend (or not terminate); and
·
otherwise, the Group considers other factors
including historical lease durations and the costs and business
disruption required to replace the leased asset. Most extension
options in vehicle leases have not been included in the lease
liability, because the Group could replace the assets without
significant cost or business disruption.
The lease
term is reassessed if an option is actually exercised (or not
exercised) or the Group becomes obliged to exercise (or not
exercise) it. The assessment of reasonable certainty is only
revised if a significant event or a significant change in
circumstances occurs, which affects this assessment, and that is
within the control of the lessee.
Adjusting
items
Adjusting items of income or expense
are excluded in arriving at adjusted operating profit to present a
further measure of the Group's performance. Each adjusting item is
considered to be significant in nature and/or quantum,
non-recurring in nature and/or considered to be unrelated to the
Group's ordinary activities or consistent with items treated as
adjusting in prior periods. Excluding these items from profit
metrics provides readers with helpful additional information on the
performance of the business across periods because it is consistent
with how the business performance is planned by, and reported to,
the Board and the Executive Team.
The classification of adjusting
items requires significant management judgement after considering
the nature and intentions of a transaction. Adjusted measures are defined with other APMs in the
Glossary.
Based on the nature of the
transactions, adjusting items after tax was a credit of £0.8m
(2023: charge of £0.5m) and a breakdown is included within Note
3.
Key sources of estimation uncertainty
Estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period or in
the period of the revision and future periods if the revision
affects both current and future periods.
The key assumptions concerning the
future, and other key sources of estimation uncertainty at the end
of the reporting period that may have a significant risk of causing
a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are as
follows.
Impairment of investments in joint
ventures
Investments in joint ventures are
reviewed for impairment if events or changes in circumstances
indicate that the carrying amount may not be recoverable. When a
review for impairment is conducted, the recoverable amount is
determined using value in use calculations. The value in use method
requires the Company to determine appropriate assumptions in
relation to the cash flow projections over the three-year plan
period (which is a key source of estimation uncertainty), the
terminal growth rate to be applied beyond this three-year period
and the risk-adjusted post-tax discount rate used to discount the
assumed cash flows to present value. The assumption that cash
flows continue into perpetuity is a source of significant
estimation uncertainty.
During the period, the Group
calculated a value-in-use of £5.5m based on the future cash flows
of the Rascal business, which were discounted at a rate of 13.2%
and a terminal growth rate applied of 0%. As a result, the
remaining previous cumulative impairment of £0.3m was reversed,
increasing the investment's carrying value to £4.6m (2023: £4.3m).
Refer to note 11 for further details.
Property provision
The Group holds a property provision
which estimates the future liabilities to restore leased premises
to an agreed standard at the date the lease is terminated. The
provision is calculated based on key assumptions including the
length of time properties will be occupied, the discount rate
applied, and the future costs of restoration and the condition of
the property at the assumed exit date.
The property provision represents
the estimated future cost of the Group's potential dilapidation
costs on properties across the Group adjusted for inflation. These
provisions have been discounted to present value and this discount
will be unwound over the life of the leases.
A change in any of these assumptions
could materially impact the provision balance. Refer to Note 19 for
further details on the sensitivity of the assumptions used to
calculate the property provision. The property provision's carrying
value at the year end was £5.2m (2023: £4.9m).
Net impairment loss on trade
receivables
During the period ended 27 August
2022 McColls Retail Group had gone into administration and an
impairment loss provision of £4.4m was recognised. During the
current period the administrators provided an update which included
a reduced expected timeline to settlement of 4-12 months (2023:
9-12 months) with an increase to the range of possible recovery of
30-50% (2023: 20-50%).
Given the historic low level of
credit losses incurred in the ordinary course of business, there is
limited information to determine an expected recovery of the
McColls receivable. Management has therefore determined that a best
estimate is that 30% (2023: 20%) of the outstanding balance of
£5.5m remains recoverable from McColls Retail Group as at the
administration date of 9 May 2022.
At 31 August 2024 the Group holds
an expected credit loss provision of £3.8m (2023: £4.4m)
representing 70% (2023: 80%) of the total receivables balance of
£5.5m. If the Company had considered 50% of the total balance of
£5.5m to be recoverable in line with the upper range of the
administrator's estimate, the provision recognised would have been
£2.8m.
The impairment reversal of £0.6m
(2023: nil) has been presented in adjusting items, consistent with
the impairment loss of £4.4m recognised during the period ended 27
August 2022.
(6)
Revenue
Sales of newspapers and
magazines
Sales of newspapers and magazines
are recognised when control of the products has transferred, that
is, when the products are delivered to the retailer and there is no
unfulfilled obligation that could affect the retailer's acceptance
of the products, the risks of obsolescence and loss have been
transferred to the retailer. Goods are sold to retailers on a sale
or return basis with risks transferred back to the
Group.
Distribution income
Distribution income is recognised
when the products such as newspapers and magazines are delivered to
the retailer and there are no unfulfilled obligations that could
affect the retailer's acceptance of the products.
Voucher income
Voucher income represents the margin
income received from managing the process of collecting voucher
payments from retailers and passing them on to voucher processing
centres. The Group is primarily responsible for fulfilling the
service.
Sales and marketing
The Group supplies marketing
services to both retailers and suppliers. This includes services
such as shelf stacking, stock checking and merchandising. The Group
is primarily responsible for fulfilling the services.
Sale of waste
Income from the sale of recyclable
waste represents the amount received per tonne of newspapers and
magazines returns sold on for recycling. The Group has primary
responsibility for fulfilling the service.
Returns reserve
Newspapers and magazines sales are made on a sale or return
basis, therefore the Group is required to estimate a value relating
to expected returns from retailers. Likewise, as the publishers are
required to provide the Group with credit for any purchase returns,
so a purchase returns reserve is also required. The key estimates
used in calculating the period end reserve are rates of returns
(based on historical tends), average shelf life of the product
types and average price of each product type. These estimates are
similarly applied to calculate the credit for purchase
returns.
Revenue for goods supplied with a
right of return is stated net of the value of any returns.
Newspapers and magazines are often sold with retrospective volume
discounts based on aggregate net sales. Revenue from these sales is
recognised based on the price specified in the contract, net of the
estimated volume discounts. Accumulated experience is used to
estimate and provide for the discount and returns, using the
expected value method, and revenue is only recognised to the extent
that it is highly probable that a significant reversal will not
occur. A returns reserve accrual and discount accrual (included in
trade and other payables) is recognised for expected volume
discounts and refunds payable to customers in relation to sales
made until the end of the reporting period. A right to the returned goods (included in other debtors) is
recognised for the products expected to be returned.
No element of financing is deemed
present because the sales are made with short credit terms, which
is consistent with market practice.
A
receivable is recognised when the goods are delivered, since this
is the point in time that the consideration is unconditional
because only the passage of time is required before the payment is
due.
(7)
Cost of sales and gross
profit
The Group considers cost of sales to
equate to cost of inventories recognised as an expense and
distribution costs as these are considered to represent for the
Group direct costs of making a sale.
The Group considers gross profit to
equal revenue less cost of sales.
(8)
Taxation
Tax on the profit or loss for the
year comprises current and deferred tax. Tax is recognised in the
income statement, except to the extent it relates to items
recognised in other comprehensive income or directly in equity.
Current tax is the expected tax payable based on the taxable profit
for the year, using tax rates enacted, or substantively enacted, at
the balance sheet date and any adjustment to tax payable in respect
of previous years.
Deferred tax is provided on the
balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. The amount of deferred tax provided is calculated using
tax rates enacted or substantively enacted at the balance sheet
date and are expected to apply when the related deferred tax asset
is realised or the deferred tax liability is settled. Deferred tax
assets are recognised to the extent that it is probable that future
taxable profits will be available against which these temporary
differences can be utilised.
(9)
Segmental reporting
The Board is responsible for
allocating resources and assessing the performance of the business
and is therefore identified as the chief operating decision
maker.
The Group has determined that it has
one reportable segment identified as Smiths News, a UK
market-leading distributor of newspapers, magazines and ancillary
services to retailers across the UK. The performance of Smiths News
is reviewed, on a monthly basis, by the Board, making decisions
based on the Group as whole.
Included in revenues arising from
Smiths News are revenues of approximately £100.5m (2023: £99.5m)
which arose from sales to the Group's largest customer. Three other
customers contributed 13.9% (2023: 13.1%) or more of the Group's
revenue in 2024.
No segmental analysis is required on
geographical lines as substantially all of the Group's activities
are in the United Kingdom. As a result, no segmental disclosure is
provided.
(10)
Dividends
Interim and final dividends are
recorded in the financial statements in the period in which they
are declared.
(11)
Capitalisation of internally generated development
costs
Expenditure on developed software
is capitalised when the Group is able to demonstrate all of the
following:
·
the technical feasibility of the resulting
asset;
·
the ability (and intention) to complete the
development and use it;
·
how the asset will generate probable future
economic benefits;
·
adequate technical, financial and other resources
to complete the development and to use the software are available;
and
·
the ability to measure reliably the expenditure
attributable to the asset during its development.
Software costs are also
capitalised if they can be hosted on another server, are portable
and the Group has sole rights to the software. Subsequent to
initial recognition, internally generated intangible assets are
reported at cost less accumulated amortisation and accumulated
impairment losses, on the same basis as intangible assets that are
acquired separately. Software costs provided on a licence agreement
(software-as-a-service) are expensed as incurred.
(12) Joint
ventures
The Group Financial Statements
include the Group's share of the total recognised gains and losses
in its joint ventures on an equity accounted basis.
Investments in joint ventures are
carried in the balance sheet at cost adjusted by post-acquisition
changes in the Group's share of the net assets of the joint
ventures, less any impairment losses. The carrying values of
investments in joint ventures include acquired goodwill. Losses in
joint ventures that are in excess of the Group's interest in the
joint venture are recognised only to the extent that the Group has
incurred legal or constructive obligations or made payments on
behalf of the joint venture.
(13) Business
combinations - goodwill and
intangibles
The Group uses the acquisition
method of accounting to account for business combinations. The cost
of an acquisition is measured at the fair value of the assets
given, equity instruments issued, liabilities incurred or assumed
at the date of exchange. Acquisition-related costs are recognised
in profit or loss as incurred. Any deferred or contingent purchase
consideration is recognised at fair value over the period of
entitlement.
Identifiable assets acquired and
liabilities and contingent liabilities assumed in a business
combination are measured, initially, at their fair values at the
acquisition date, irrespective of the extent of any non-controlling
interest.
Goodwill arising on all
acquisitions is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated impairment
losses.
The carrying value of goodwill is
reviewed annually for impairment or whenever events or changes in circumstances indicate that the
carrying value may not be recoverable.
Intangible assets arising under a business combination (acquired
intangibles) are capitalised at fair value as determined at the
date of exchange and are stated at fair value less accumulated
amortisation and impairment losses. Amortisation of acquired
intangibles is charged to the income statement on a straight-line
basis over the estimated useful lives as follows:
Customer
relationships
- 2.5 to 7.5 years
Trade
name
- 5 to 10 years
Software and development
costs - 3 to 7
years
Computer software and internally
generated development costs which are not integral to the related
hardware are capitalised separately as an intangible asset and
stated at cost less accumulated amortisation and impairment
losses.
Assets held under leases
(right-of-use assets) are depreciated over their expected useful
lives on the same basis as owned assets or, where shorter, over the
term of the relevant lease.
All intangible assets are reviewed
for impairment when there are indications that the carrying value
may be higher than its recoverable value. The recoverable value
used is the value in use. The value in use is determined by
estimating the future cash inflows and outflows to be derived from
continuous use of the asset and applying the appropriate discount
rate to those future cash flows. Where the carrying value is higher
than the calculated value in use, an impairment loss will be
recognised.
(14)
Property, plant and equipment
Property, plant and equipment assets
are stated at cost less accumulated depreciation and any recognised
impairment losses. No depreciation has been charged on freehold
land. Other assets are depreciated, to a residual value, on a
straight-line basis over their estimated useful lives, as
follows:
Freehold and long-term leasehold
properties - over 20 years
Short-term leasehold
properties -
shorter of the lease period and the estimated remaining economic
life
Fixtures and
fittings
- 3 to 15 years
Equipment
- 5 to 12 years
Computer
equipment
- up to 5 years
Vehicles
- up to 5 years
Assets held under leases are
depreciated over their expected useful lives on the same basis as
owned assets or, where shorter, over the term of the relevant
lease. All property, plant and equipment is reviewed for impairment
when there are indications that the carrying value may not be
recoverable.
(15)
Leasing
Leases are recognised as a
right-of-use asset and a corresponding liability at the date at
which the leased asset is available for use by the
Group.
Assets and liabilities arising from
a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease
payments:
·
fixed payments (including in-substance fixed
payments) less any lease incentives receivable;
·
variable lease payments that are based on an
index or a rate, initially measured using the index or rate as at
the commencement date;
·
amounts expected to be payable by the Group under
residual value guarantees;
·
the exercise price of a purchase option if the
Group is reasonably certain to exercise that option; and
·
payments of penalties for terminating the lease,
if the lease term reflects the Group exercising that
option.
Lease payments to be made under
reasonably certain extension options are also included in the
measurement of the liability.
The lease payments are discounted
using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in
the Group, the lessee's incremental borrowing rate is used, being
the rate that the individual lessee would have to pay to borrow the
funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar
terms, security and conditions.
To determine the incremental
borrowing rate, the Group:
·
where possible, uses recent third-party financing
received by the individual lessee as a starting point, adjusted to
reflect changes in financing conditions since third-party financing
was received;
·
makes adjustments specific to the lease where
applicable, for example with regards to the term and
security.
The Group is exposed to potential
future increases in variable lease payments based on an index or
rate, which are not included in the lease liability until they take
effect. When adjustments to lease payments based on an index or
rate take effect, the lease liability is reassessed and adjusted
against the right-of-use asset.
Lease payments are allocated between
principal and finance cost. The finance cost is charged to profit
or loss over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each
period.
Right-of-use assets are measured at
cost comprising the following:
·
the amount of the initial measurement of lease
liability;
·
any lease payments made at or before the
commencement date less any lease incentives received;
·
any initial direct costs; and
·
restoration costs.
Right-of-use assets are generally
depreciated over the shorter of the asset's useful life and the
lease term on a straight-line basis. If the Group is reasonably
certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life.
Payments associated with
short-term leases of equipment and vehicles and all leases of
low-value assets are recognised on a straight-line basis as an
expense in profit or loss. Short-term leases are leases with a
lease term of 12 months or less. Low-value assets comprise IT
equipment and small items of office furniture.
Extension and termination
options
Extension and termination options
are included in a number of property and equipment leases across
the Group. These are used to maximise operational flexibility in
terms of managing the assets used in the Group's operations. The
majority of extension and termination options held are exercisable
only by the Group and not by the respective lessor.
Modifications
When the Group revises its
estimate of the term of any lease (because, for example, it
re-assesses the probability of a lessee extension or termination
option being exercised), it adjusts the carrying amount of the
lease liability to reflect the payments to make over the revised
term, which are discounted using a revised discount rate. The
carrying value of lease liabilities is similarly revised when the
variable element of future lease payments dependent on a rate or
index is revised, except the discount rate remains unchanged.
In both cases an equivalent adjustment is made to the carrying
value of the right-of-use asset, with the revised carrying amount
being amortised over the remaining (revised) lease term. If the
carrying amount of the right-of-use asset is adjusted to zero, any
further reduction is recognised in profit or loss.
(16)
Inventories
Inventories comprise goods held
for resale and are stated at the lower of cost or net realisable
value. Inventories are valued at cost comprising direct materials
and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present
location and condition.
(17) Financial
instruments
Financial assets and financial
liabilities are recognised on the Group's balance sheet when the
Group becomes a party to the contractual provisions of the
instrument. The Group derecognises financial assets and liabilities
only when the contractual rights and obligations are transferred,
discharged or expire.
Financial assets comprise trade
and other receivables and cash and cash equivalents. Financial
liabilities comprise trade payables, financing liabilities and bank
borrowings.
(18)
Financial assets
The Group classifies its financial
assets in the following measurement categories:
·
those to be measured subsequently at fair value
(either through profit or loss (FVPL) or through comprehensive
income (FVCI); and
·
those to be measured at amortised
cost.
The classification depends on the
entity's business model for managing the financial assets and the
contractual terms of the cash flows.
Trade receivables
Trade receivables are initially
measured at fair value, which for trade receivables is equal to the
consideration expected to be received from the satisfaction of
performance obligations, plus any directly attributable transaction
costs. Subsequent to initial recognition these assets are measured
at amortised cost less any provision for impairment losses
including expected credit losses. The Group applies the simplified
approach to measuring expected credit losses which uses a lifetime
expected loss allowance for all trade receivables. To measure the
expected credit losses, trade receivables have been grouped based
on shared credit risk characteristics such as the ageing of the
debt and the credit risk of the customers. An historical credit
loss rate is then calculated for each group and then adjusted to
reflect expectations about future credit losses. The Group does not
have any significant contract assets.
Classification as trade
receivables
Trade receivables are amounts due
from customers for goods sold or services performed in the ordinary
course of business. They are generally due for settlement within 30
days and are therefore all classified as current. Trade receivables
are recognised initially at the amount of consideration that is
unconditional, unless they contain significant financing
components, in which case they are recognised at fair value. The
Group holds the trade receivables with the objective of collecting
the contractual cash flows, and so it measures them subsequently at
amortised cost using the effective interest method. Details about
the Group's impairment policies and the calculation of the loss
allowance are provided in Note 13.
Due to the short-term nature of the
current receivables, their carrying amount is considered to be the
same as their fair value.
Other receivables
Other receivables are recognised on
trade date, being the date on which the Group has the right to the
asset. Other receivables are derecognised when the rights to
receive cash flows from the other receivables have expired or have
been transferred and the Group has transferred substantially all
the risks and rewards of ownership.
At initial recognition, the Group
measures other receivables at their fair value plus, in the case of
a financial asset not held at FVPL, transaction costs that are
directly attributable to the acquisition of the financial asset.
Transaction costs of FVPL financial assets are expensed in profit
or loss.
Subsequent measurement of other
receivables depends on the Group's business model for managing the
asset and the cash flow characteristics of the asset. The Group
classifies its other receivables at amortised cost.
Assets that are held for collection
of contractual cash flows, where those cash flows represent solely
payments of principal and interest, are measured at amortised cost.
Interest income from these financial assets is included in finance
income using the effective interest rate method. Any gain or loss
arising on derecognition is recognised directly in profit or loss
and presented in other gains/(losses) together with foreign
exchange gains and losses. Impairment losses are presented as a
separate line item in Note 2.
The Group classifies its financial
assets as at amortised cost only if both of the following criteria
are met:
·
the asset is held within a business model whose
objective is to collect the contractual cash flows; and
·
the contractual terms give rise to cash flows
that are solely payments of principal and interest.
The Group applies the general
approach to impairment under IFRS 9 based on significant increases
in credit risk rather than the simplified approach for trade
receivables using lifetime ECL.
(19) Trade
and other payables
These amounts represent liabilities
for goods and services provided to the Group prior to the end of
the financial year which are unpaid. The amounts are unsecured and
are usually paid within 30 days of recognition. Trade and other
payables are presented as current liabilities unless payment is not
due within 12 months after the reporting period. They are
recognised initially at their fair value and subsequently measured
at amortised cost using the effective interest method.
(20)
Treasury
Cash and cash equivalents
Cash and cash equivalents in the
balance sheet comprise cash at bank and in hand and short-term
deposits with an original maturity of three months or less. BACS
and next-day payments are recognised at the settlement date, rather
than when they are initiated, to reflect the nature of these
transactions. In the consolidated balance sheet, bank overdrafts
are shown within borrowings in current liabilities. Cash and cash
equivalents in the cash flow statement comprise cash at bank and in
hand and bank overdrafts which form part of the Group's cash
management.
Financial liabilities and
equity
Financial liabilities and equity
instruments are classified according to the substance of the
contractual arrangements entered into. An equity instrument is any
contract that evidences a residual interest in the assets of the
Group after deducting all of its liabilities. Equity instruments
issued are recorded at the proceeds received, net of direct issue
costs.
Bank borrowings
Interest-bearing bank loans and
overdrafts are initially measured at fair value (being proceeds
received, net of direct issue costs), and are subsequently measured
at amortised cost, using the effective interest rate method.
Finance charges, including premiums payable on settlement or
redemptions and direct issue costs, are accounted for on an
accruals basis and taken to the income statement using the straight
line method and are added to the carrying value of the instrument
to the extent that they are not settled in the period in which they
arise.
Modification/derecognition of
financial liabilities
Financial liabilities are
derecognised when there is extinguishment of the original financial
liability and recognition of a new financial liability. Equally,
significant modification of the terms of the existing financial
liability is accounted for as an extinguishment of the original
financial liability and recognition of a new financial
liability.
Foreign currencies
Financial statements of foreign operations
The assets and liabilities of
foreign operations, including goodwill and fair value adjustments
arising on acquisition of a foreign entity, are treated as assets
and liabilities of the foreign entity and are translated at foreign
exchange rates ruling at the balance sheet date. The revenues and
expenses of foreign operations are translated at an average rate
for the period where this rate approximates to the foreign exchange
rates ruling at the dates of the transactions.
Foreign currency transactions
Transactions in foreign currencies
are recorded using the rate ruling at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies
at the balance sheet date are translated at the foreign exchange
rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement. Non-monetary
assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate
at the date of the transaction. Non-monetary assets and liabilities
denominated in foreign currencies that are stated at fair value are
translated at foreign exchange rates ruling at the dates the fair
value was determined.
(21)
Provisions
Provisions are recognised when the
Group has a present legal or constructive obligation as a result of
a past event and it is probable that an outflow of economic
benefits will be required to settle the obligation. Provisions are
measured at the present value of the directors' best estimate of
the expenditure required to settle the present obligation at the
balance sheet date and if this amount is capable of being reliably
estimated. If such an obligation is not capable of being reliably
estimated, no provision is recognised and the item is disclosed as
a contingent liability where material. Where the effect is
material, the provision is determined by discounting the expected
future cash flows.
(22)
Retirement benefit costs
Defined contribution
schemes
The Group operates two defined
contribution schemes for the benefit of its employees. Payments to
the Group's schemes are recognised as an expense in the income
statement as incurred.
(23) Employee
Benefit Trust
Smiths News Employee Benefit
Trust
Where any Group company purchases
the Company's shares, for example as the result of a share buy-back
or a share-based payment plan, the consideration paid, including
any directly attributable incremental costs (net of income taxes)
is deducted from equity as 'own shares reserve' until those shares
are either cancelled or reissued.
The shares held by the Smiths News
Employee Benefit Trust are valued at the historical cost of the
shares acquired. This value is deducted in arriving at
shareholders' funds and presented as the own share
reserve.
(24) Share
schemes
Share-based payments
The Group operates several
share-based payment schemes, being the Sharesave Scheme, the
Executive Share Option Scheme, the LTIP and the Deferred Bonus
Plan. Details of these are provided in the Directors' Remuneration
report and in Note 25.
Equity-settled share-based schemes
are measured at fair value at the date of grant. The fair value is
expensed with a corresponding increase in equity on a straight-line
basis over the period during which employees become unconditionally
entitled to the options. The fair values are calculated using an
appropriate option pricing model. The income statement charge is
then adjusted to reflect expected and actual levels of vesting
based on non-market performance-related criteria.
Administrative expenses and
distribution and marketing expenses include the cost of the
share-based payment schemes.
(25) Changes
in accounting policies
During the period the Group has
adopted the following accounting standards and
interpretations:
·
Definition of Accounting Estimates - Amendments
to IAS 8;
·
Disclosure of Accounting Policies - Amendments to
IAS 1 and IFRS Practice Statement;
·
Deferred Tax related to Assets and Liabilities
arising from a Single Transaction - Amendments to IAS 12
The standards and amendments
adopted had no impact on the financial statements to prior periods
and are not expected to significantly affect the current or future
periods. There are no other standards that are not yet effective
and that would be expected to have a material impact on the entity
in the current or future reporting periods and on foreseeable
future transactions.
New standards and interpretations not yet
applied
At the date of authorisation of
these financial statements, the following standards and
interpretations that are potentially relevant to the Group and
which have not been applied in these financial statements were in
issue but not yet effective (and in some cases had not yet been
adopted by the UK):
·
Classification of Liabilities as Current or
Non-current - Amendments to IAS 1;
·
IFRS S1 and S2; and
·
IFRS 18.
There are no other standards that
are not yet effective and that would be expected to have a material
impact on the entity in the current or future reporting periods and
on foreseeable future transactions.
2. Operating profit
The Group's results are analysed
as follows:
£m
|
|
2024
|
2023
|
|
Note
|
Adjusted
|
Adjusting
items
|
Total
|
Adjusted
|
Adjusting items
|
Total
|
|
Revenue
|
|
1,103.7
|
-
|
1,103.7
|
1,091.9
|
-
|
1,091.9
|
|
Cost of inventories recognised as
an expense
|
|
(937.3)
|
-
|
(937.3)
|
(926.5)
|
-
|
(926.5)
|
|
Distribution costs
|
|
(93.2)
|
-
|
(93.2)
|
(92.9)
|
-
|
(92.9)
|
|
Cost of sales
|
|
(1,030.5)
|
-
|
(1,030.5)
|
(1,019.4)
|
-
|
(1,019.4)
|
|
Gross profit
|
|
73.2
|
-
|
73.2
|
72.5
|
-
|
72.5
|
|
Other administrative
expenses
|
|
(24.4)
|
-
|
(24.4)
|
(23.4)
|
(0.5)
|
(23.9)
|
|
Share-based payment
expense
|
25
|
(0.9)
|
-
|
(0.9)
|
(1.1)
|
-
|
(1.1)
|
|
Net impairment (loss)/reversal on
trade receivables
|
|
(0.1)
|
0.6
|
0.5
|
(0.1)
|
-
|
(0.1)
|
|
Impairment reversal of joint
venture investment
|
|
-
|
0.3
|
0.3
|
-
|
-
|
-
|
|
Share of (losses)/profits from
joint ventures
|
11
|
(0.2)
|
|
(0.2)
|
0.1
|
-
|
0.1
|
|
EBITDA
|
|
47.6
|
0.9
|
48.5
|
48.0
|
(0.5)
|
47.5
|
|
Depreciation on property, plant
and equipment
|
10
|
(2.2)
|
-
|
(2.2)
|
(2.2)
|
-
|
(2.2)
|
|
Depreciation on right-of-use
assets
|
17
|
(5.9)
|
-
|
(5.9)
|
(6.4)
|
-
|
(6.4)
|
|
Amortisation of
intangibles
|
9
|
(0.4)
|
-
|
(0.4)
|
(0.6)
|
-
|
(0.6)
|
|
Operating profit
|
|
39.1
|
0.9
|
40.0
|
38.8
|
(0.5)
|
38.3
|
|
|
|
|
|
|
|
|
|
| |
Operating profit is stated after
charging/(crediting):
£m
|
Note
|
|
2024
|
2023
|
|
Depreciation on property, plant and
equipment
|
10
|
|
2.2
|
|
2.2
|
|
Amortisation of intangible
assets
|
9
|
|
0.4
|
|
0.6
|
|
Depreciation on right-of-use
assets
|
17
|
|
5.9
|
|
6.4
|
|
Short-term and low-value lease
charges on equipment and vehicles
|
|
|
0.5
|
|
0.4
|
|
Lease rental income - land and
buildings
|
|
|
(0.4)
|
|
(0.4)
|
|
Staff costs (excluding share-based
payments)
|
4
|
|
44.5
|
|
44.1
|
|
|
|
|
|
|
|
|
|
|
| |
Included in administrative
expenses are amounts payable by the Company and its subsidiary
undertakings in respect of audit and non-audit services which are
as follows:
£m
|
2024
|
2023
|
Fees payable to the Company's
auditor for the audit of the Company's annual accounts - BDO
LLP
|
0.2
|
0.2
|
Fees payable to the Company's
auditor for the audit of the Company's subsidiaries - BDO
LLP
|
0.5
|
0.4
|
Total non-audit fees
|
0.1
|
0.1
|
Total fees
|
0.8
|
0.7
|
Details of the Company's policy on
the use of auditors for non-audit services and how the auditor's
independence and objectivity was safeguarded are set out in the
Audit Committee report of the FY2024 Annual Report and
Accounts.
3. Adjusting items
£m
|
|
2024
|
2023
|
Tuffnells provision
credit/(charge)
|
(a)
|
0.2
|
(0.4)
|
Network and reorganisation
(costs)/credits
|
(b)
|
(0.1)
|
0.5
|
Technology transformation
costs
|
(c)
|
(0.1)
|
-
|
Aborted acquisition costs
|
(d)
|
-
|
(0.6)
|
Administrative expenses
|
|
-
|
(0.5)
|
Impairment reversal on trade
receivables
|
(e)
|
0.6
|
-
|
Impairment reversal of investment in
joint ventures
|
(f)
|
0.3
|
-
|
Total before tax
|
|
0.9
|
(0.5)
|
Taxation
|
|
(0.1)
|
-
|
Total after taxation
|
|
0.8
|
(0.5)
|
The Group recognised a total
adjusting items credit before tax of £0.9m (2023: charge of £0.5m)
and credit of £0.8m (2023: charge of £0.5m) after tax
respectively.
Adjusting items are defined in the
accounting policies in Note 1 and in the Glossary. In the
directors' opinion, removing these items from the adjusted profit
provides a relevant analysis of the trading results of the Group
because it is consistent with how the business performance is
planned by, and reported to, the Board and Executive Team. However,
these additional measures are not intended to be a substitute for,
or superior to, IFRS measures. They comprise:
Administrative expenses: net £nil (2023:
£0.5m)
(a) Tuffnells provision: £0.2m credit (2023: £0.4m
cost)
As part of the sale of Tuffnells
Parcels Express Limited (Tuffnells) in May 2020, a contractual
agreement was put in place in respect of the future treatment and
responsibility of certain insurance claims brought or notified to
insurers. This agreement extinguished the Group's exposure to new
accident and insurance claims brought after the sale of Tuffnells
but which related to the Group's period of ownership of Tuffnells
up to May 2020. However, as a result of Tuffnells falling into
administration in June 2023, the enforceability of, and subsequent
recoverability under, this contractual agreement has been
negatively impacted and the Group's insurers have instead looked to
the Group to stand behind the excess/deductible limit of such
claims and in the prior period a provision of £0.4m was recognised
in addition to existing claims.
During the period, a review of
provisions was held in respect of all remaining claims held
following utilisations in the period and as a result, the provision
was reduced by £0.2m, which represents management's best estimate
of remaining claims brought. The cash impact of utilisations on
claims in the period was an outflow of £0.1m (2023:
£0.2m).
These provisions have been
reported as adjusting items on the basis that it relates to a
former discontinued operation and is therefore outside the
normal course of activity.
(b) Network and reorganisation: £0.1m costs (2023: £0.5m net
credit)
During the period, an additional
£0.1m of costs were incurred with regards to simplifying the DMD
group structure.
During the prior period, there was
a reversal of accrued amounts of £0.6m relating to projects in
connection with our outsourced Shared Service Centre (SSC) in
India, where accrued costs relating to overheads on projects would
no longer materialise. These amounts were released to the income
statement when these projects concluded. This was partially offset
by £0.1m of costs incurred with regards to simplifying the DMD
group structure.
The cash impact of network and
reorganisation was a £0.2m outflow (2023: £0.2m).
(c) Technology transformation costs: £0.1m (2023:
£nil)
During the period, the Group
commenced a transformation programme to enhance its technology
infrastructure and enable alignment to the Group's updated vision
and strategy.
Implementation costs of £0.1m have
been recognised as adjusting items given that costs over the
three-year programme are expected to be a significant change to the
Company and largely comprise software-as-a-service arrangements.
The cash impact was an outflow of £0.1m.
(d) Aborted acquisition costs: £nil (2023:
£0.6m)
During the prior period the
Company incurred due diligence and legal costs associated with an
aborted acquisition. The cash impact of these items was an outflow
of £0.6m.
(e) Impairment provision on trade receivables:
£0.6m credit
(2023: £nil)
On 9 May 2022 ('the administration
date'), McColls Retail Group went into administration. A statement
of claim form was filed with the administrators for an amount of
£5.5m. The latest issued notification from the administrators on 7
June 2024 stated that unsecured creditors can be expected to
receive between 30-50% (2023: 20-50%) of approved claims.
Management has determined its best estimate of recovery to be 30%
(2023: 20%) of the outstanding balance and therefore decreased the
provision held to £3.8m (2023: £4.4m).
The Company continues to trade
with McColls as acquired by Wm Morrison Supermarkets Ltd
(Morrisons) under a pre-packaged insolvency agreement with the
administrator. The Company's bad debt exposure relates solely to
the outstanding trade receivable balance as at the administration
date.
This release is reported as an
adjusting item on the same basis as the impairment loss of £4.4m
recognised during the prior period ended 27 August 2022.
(f) Impairment reversal of investment in joint ventures:
£0.3m reversal (2023: £nil)
During the period, the Company
reviewed the business plan for the Rascal Joint Venture. The
potential challenges anticipated to arise in a prior period which
had led to an impairment at that time continue not to have
materialised; contracts remain in place and growth plans continue
to progress.
As a result of this review, the
remaining cumulative impairment of £0.3m (2023: £0.3m) was
released, which has been presented within adjusting to align to the
previous impairment charge, which was significant in both quantum
and nature to the results of the Group.
4. Staff costs and employees
The aggregate remuneration of
employees (including executive directors) was:
£m
|
Note
|
2024
|
2023
|
Wages and salaries
|
|
39.4
|
39.2
|
Social security
|
|
3.6
|
3.7
|
Pension costs
|
|
1.1
|
1.2
|
Share-based payments
expense
|
|
0.9
|
1.1
|
Total
|
|
45.0
|
45.2
|
The total average number of
employees (including executive directors) was:
Number
|
2024
|
2023
|
Operations
|
1,333
|
1,368
|
Support functions
|
98
|
140
|
Total
|
1,431
|
1,508
|
Defined contribution pension schemes
The Group operates two defined
contribution pension schemes. For the 53 weeks ended 31 August
2024, contributions from the respective employing company totalled
£1.1m (2023: £1.2m) which is included in the income
statement.
A defined contribution plan is a
pension plan under which the Group pays contributions to an
independently administered fund - such contributions are based upon
a fixed percentage of employees' pay. The Group has no legal or
constructive obligations to pay further contributions to the fund
once the contributions have been paid. Members' benefits are
determined by the amount of contributions paid by the Company and
the member, together with investment returns earned on the
contributions arising from the performance of each individual's
chosen investments and the type of pension the member chooses to
buy at retirement. As a result, actuarial risk (that benefits will
be lower than expected) and investment risk (that assets invested
in will not perform in line with expectations) fall on the
employee.
5. Net finance costs
£m
|
Note
|
2024
|
2023
|
Interest on bank overdrafts and
loans
|
|
(2.7)
|
(3.9)
|
Amortisation of loan arrangement
fees*
|
|
(1.4)
|
(1.1)
|
Interest payable on
leases
|
|
(2.0)
|
(1.4)
|
Total interest cost on financial liabilities at amortised
cost
|
|
(6.1)
|
(6.4)
|
Unwind of discount on
provisions
|
19
|
(0.2)
|
(0.1)
|
Finance costs
|
|
(6.3)
|
(6.5)
|
Interest receivable on bank
deposits
|
|
0.4
|
-
|
Net
finance costs
|
|
(5.9)
|
(6.5)
|
*During the current period £0.8m
of unamortised arrangement fees were immediately recognised on
derecognition of the previous facility.
6. Income tax expense
£m
|
2024
|
2023
|
|
Adjusted
|
Adjusting
items
|
Total
|
Adjusted
|
Adjusting items
|
Total
|
Current tax
|
8.2
|
0.1
|
8.3
|
6.5
|
-
|
6.5
|
Adjustment in respect of prior
year
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
Total current tax charge
|
8.2
|
0.1
|
8.3
|
6.7
|
-
|
6.7
|
Deferred tax - current
year
|
0.3
|
-
|
0.3
|
0.5
|
-
|
0.5
|
Deferred tax - prior year
|
-
|
-
|
-
|
(0.4)
|
-
|
(0.4)
|
Deferred tax - impact of rate
change
|
-
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Total tax charge
|
8.5
|
0.1
|
8.6
|
6.7
|
-
|
6.7
|
Effective tax rate
|
25.6%
|
|
25.2%
|
20.7%
|
|
21.1%
|
The effective adjusted income tax
rate in the year was 25.6% (2023: 20.7%). After the impact of tax
recognised on adjusting items of £0.1m (2023: £nil), the effective
statutory income tax rate was 25.2% (2023: 21.1%).
Corporation tax is calculated at
the main rate of UK corporation tax of 25% (2023: 21.5%). The UK
Finance Act 2021 increased the corporate tax rate to 25% effective
from 1 April 2023, which in the prior period resulted in a blended
rate. The Group has assessed its deferred tax positions using a
rate of 25%. Taxation for other jurisdictions is calculated at the
rates prevailing in the respective jurisdictions.
The tax charge for the year can be
reconciled to the profit in the income statement as
follows:
£m
|
2024
|
2023
|
Profit before tax
|
34.1
|
31.8
|
Tax on profit at the standard rate
of UK corporation tax 25% (2023: 21.5%)
|
8.5
|
6.8
|
Income not subject to tax
|
(0.1)
|
0.1
|
Expenses not deductible for tax
purposes
|
0.3
|
0.1
|
Adjustment in respect of prior
years
|
0.1
|
(0.2)
|
Share options
|
(0.2)
|
-
|
Impact of change in UK tax
rate
|
-
|
(0.1)
|
Tax
charge
|
8.6
|
6.7
|
Amounts recognised directly in equity
A current tax credit of £0.1m
(2023: nil) and deferred tax charge of £0.1m (2023: £0.6m) was
recognised directly in equity during the period.
Impact of future tax changes
In November 2022 the UK Government
confirmed its intention to implement Framework Pillar Two rules in
the UK, including a Qualified Domestic Minimum Top-Up Tax rule. The
subsequent Base Erosion Profit Sharing Pillar Two legislation,
enacted on 11 July 2023, has introduced a multinational top-up tax,
which applies where a UK parent member has interests in entities
located in non-UK jurisdictions, and the Group's profits in those
jurisdictions are taxed at below the minimum rate of
15%.
With revenue consistently greater
than the threshold, the Group falls within the scope of this
legislation. Assessment of the potential exposure to Pillar Two
income taxes is based on the most recent available tax filings,
country-by-country reporting and financial statements for the
constituent entities in the Group. However, as the UK rate of
corporation tax is 25%, and the Group's business is primarily
UK-based, initial indications are that the impact of these rules on
the Group is not expected to be material. The IAS 12 exemption to recognise and disclose information
about deferred tax assets and liabilities related to Pillar 2
income taxes has been applied.
7. Dividends
Amounts paid and proposed as
distributions to equity shareholders in each period is set out
below:
Paid and proposed dividends for the year
|
2024
|
2023
|
2024
|
2023
|
Per share
|
Per
share
|
£m
|
£m
|
Interim dividend - paid
|
1.75p
|
1.40p
|
4.2
|
3.3
|
Special dividend -
proposed
|
2.00p
|
-
|
4.8
|
-
|
Final dividend -
proposed
|
3.40p
|
2.75p
|
8.2
|
6.7
|
|
7.15p
|
4.15p
|
17.2
|
10.0
|
Recognised dividends for the year
|
|
|
|
|
Final dividend - prior
year
|
2.75p
|
2.75p
|
6.7
|
6.5
|
Interim dividend - current
year
|
1.75p
|
1.40p
|
4.2
|
3.3
|
|
4.50p
|
4.15p
|
10.8
|
9.8
|
After the balance sheet date, a
final 3.40p ordinary dividend per share is proposed for the 53
weeks ended 31 August 2024 (2023: 2.75p), alongside a special
dividend proposed of 2.00p per share, each of which is expected to
be paid on 6 February 2025 to all shareholders who are on the
register of members at close of business on 10 January 2025. The
ex-dividend date will be 9 January 2025.
8. Earnings per share
|
2024
|
2023
|
|
£m
|
Million
|
Pence
|
£m
|
Million
|
Pence
|
|
Earnings
|
Weighted average number of
shares
|
per share
|
Earnings
|
Weighted
average number of shares
|
per
share
|
Weighted average number of shares in
issue
|
|
247.7
|
|
|
247.7
|
|
Shares held by the EBT
(weighted)
|
|
(7.4)
|
|
|
(10.4)
|
|
Basic earnings per share (EPS)
|
|
|
|
|
|
|
Adjusted earnings attributable to
ordinary shareholders
|
24.7
|
240.3
|
10.3
|
25.6
|
237.3
|
10.8
|
Adjusting items
|
0.8
|
-
|
-
|
(0.5)
|
-
|
-
|
Earnings attributable to ordinary
shareholders
|
25.5
|
240.3
|
10.6
|
25.1
|
237.3
|
10.6
|
Diluted earnings per share (EPS)
|
|
|
|
|
|
|
Effect of dilutive share
options
|
|
10.8
|
|
|
12.6
|
|
Diluted adjusted EPS
|
24.7
|
251.1
|
9.8
|
25.6
|
249.9
|
10.2
|
Diluted EPS
|
25.5
|
251.1
|
10.2
|
25.1
|
249.9
|
10.0
|
Dilutive shares increase the basic
number of shares at 31 August 2024 by 10.8m to 251.1m (26 August
2023: 12.6m to 249.9m). The calculation of diluted EPS reflects the
potential dilutive effect of employee incentive schemes.
9. Intangible assets
|
Goodwill
|
Acquired intangibles
|
Internally generated development
costs
|
Computer software
costs
|
Total
|
£m
|
|
Customer
relationships
|
Trade name
|
|
|
|
Cost:
|
|
|
|
|
|
|
At 26 August 2023
|
5.7
|
2.4
|
0.2
|
1.8
|
2.8
|
12.9
|
Additions
|
-
|
-
|
-
|
0.8
|
0.1
|
0.9
|
Disposals
|
-
|
(0.3)
|
-
|
-
|
(0.3)
|
(0.6)
|
At
31 August 2024
|
5.7
|
2.1
|
0.2
|
2.6
|
2.6
|
13.2
|
Accumulated amortisation and impairment:
|
|
|
|
|
|
|
At 26 August 2023
|
(5.7)
|
(2.4)
|
(0.2)
|
(0.4)
|
(2.3)
|
(11.0)
|
Amortisation charge
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
(0.4)
|
Disposals
|
-
|
0.3
|
-
|
-
|
0.3
|
0.6
|
At
31 August 2024
|
(5.7)
|
(2.1)
|
(0.2)
|
(0.6)
|
(2.2)
|
(10.8)
|
Net
book value at 31 August 2024
|
-
|
-
|
-
|
2.0
|
0.4
|
2.4
|
Cost:
|
|
|
|
|
|
|
At 27 August 2022
|
5.7
|
2.4
|
0.2
|
3.2
|
7.4
|
18.9
|
Additions
|
-
|
-
|
-
|
0.5
|
0.3
|
0.8
|
Disposals
|
-
|
-
|
-
|
(1.9)
|
(4.9)
|
(6.8)
|
At 26 August 2023
|
5.7
|
2.4
|
0.2
|
1.8
|
2.8
|
12.9
|
Accumulated amortisation and
impairment:
|
|
|
|
|
|
|
At 27 August 2022
|
(5.7)
|
(2.4)
|
(0.2)
|
(2.1)
|
(6.8)
|
(17.2)
|
Amortisation charge
|
-
|
-
|
-
|
(0.2)
|
(0.4)
|
(0.6)
|
Disposals
|
-
|
-
|
-
|
1.9
|
4.9
|
6.8
|
At 26 August 2023
|
(5.7)
|
(2.4)
|
(0.2)
|
(0.4)
|
(2.3)
|
(11.0)
|
Net book value at
26 August 2023
|
-
|
-
|
-
|
1.4
|
0.5
|
1.9
|
Impairment of goodwill
Goodwill is not amortised but has
been reviewed annually for impairment. As a result of these reviews
goodwill remains fully impaired at the end of 2024 and
2023.
10. Property, plant and equipment
£m
|
Land
and buildings
|
|
|
|
|
|
Long-term leasehold
improvements
|
Short-term
leasehold
improvements
|
Fixtures and
fittings
|
Equipment and
vehicles
|
Total
|
|
Cost:
|
|
|
|
|
|
At 26 August 2023
|
0.2
|
9.2
|
3.5
|
17.0
|
29.9
|
|
Additions
|
-
|
1.4
|
0.1
|
1.6
|
3.1
|
|
Disposals
|
(0.2)
|
(0.9)
|
(0.4)
|
(2.8)
|
(4.3)
|
|
At
31 August 2024
|
-
|
9.7
|
3.2
|
15.8
|
28.7
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
At 26 August 2023
|
(0.2)
|
(6.8)
|
(1.7)
|
(12.4)
|
(21.1)
|
|
Depreciation charge
|
-
|
(0.5)
|
(0.3)
|
(1.4)
|
(2.2)
|
|
Disposals
|
0.2
|
0.9
|
0.4
|
2.8
|
4.3
|
|
At
31 August 2024
|
-
|
(6.4)
|
(1.6)
|
(11.0)
|
(19.0)
|
|
Net
book value at
31
August 2024
|
-
|
3.3
|
1.6
|
4.8
|
9.7
|
|
Cost:
|
|
|
|
|
|
|
At 27 August 2022
|
0.2
|
10.5
|
3.0
|
23.0
|
36.7
|
|
Additions
|
-
|
1.0
|
0.9
|
0.5
|
2.4
|
|
Disposals
|
-
|
(2.3)
|
(0.4)
|
(6.5)
|
(9.2)
|
|
At 26 August 2023
|
0.2
|
9.2
|
3.5
|
17.0
|
29.9
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
At 27 August 2022
|
(0.2)
|
(8.7)
|
(1.8)
|
(17.4)
|
(28.1)
|
|
Depreciation charge
|
-
|
(0.4)
|
(0.5)
|
(1.3)
|
(2.2)
|
|
Disposals
|
-
|
2.3
|
0.6
|
6.3
|
9.2
|
|
At 26 August 2023
|
(0.2)
|
(6.8)
|
(1.7)
|
(12.4)
|
(21.1)
|
|
Net book value at
26 August 2023
|
-
|
2.4
|
1.8
|
4.6
|
8.8
|
|
|
|
|
|
|
|
|
|
| |
11. Interests in joint ventures
£m
|
2024
|
2023
|
At 27/28 August
|
4.4
|
4.2
|
Additions
|
-
|
0.3
|
Share of profit
|
0.1
|
0.1
|
Impairment reversal
|
0.3
|
-
|
Dividends received
|
(0.2)
|
(0.2)
|
At
31/26 August
|
4.6
|
4.4
|
The joint ventures listed below
have share capital consisting solely of ordinary shares, which are
held directly by the Group.
Nature of investments in joint ventures
Company name/
(number)
|
Share class
|
Group %
|
Registered address
|
Measurement method
|
Rascal Solutions Limited
05191277
|
Ordinary A Shares
|
50%
|
Silbury Court, 420 Silbury
Boulevard, Milton Keynes MK9 2AF
|
Equity method
|
Bluebox Systems Group Limited
SC544863
|
Ordinary A Shares
|
31.8%
|
Estantia House, Pitreavie Drive,
Pitreavie Business Park, Dunfermline, Fife KY11 8US
|
Equity method
|
Fresh On The Go Limited
08775703
|
Ordinary Shares
|
30%
|
61 Bridge Street, Kington, HR5
3DJ
|
Equity method
|
Lucid Digital Magazines Limited t/a
LoveMedia
12738320
|
Ordinary Shares
|
50%
|
Rowan House Cherry Orchard North,
Kembrey Park, Swindon, England, SN2 8UH
|
Equity method
|
The Group owns 50% of the ordinary
shares of Rascal Solutions Limited, a company incorporated in
England, which in turn owns 100% of the ordinary shares of
Open-Projects Limited. The latest statutory accounts of Rascal
Solutions Limited were drawn up to 31 August 2023. Rascal Solutions
Limited provides retail support services and is a strategic
partnership for the Group to provide additional services to its
existing customers.
Bluebox Systems Group Limited is
the holding company of Bluebox Aviation Systems Ltd, the principal
activity of which is the sale of innovative in-flight entertainment
systems. This business is a strategic partnership with DMD which
also provides inflight media to the aviation industry.
Fresh On The Go Limited provides
retail outlets with coffee vending and other related
products.
During the prior period, the Group
purchased 50% of the ordinary shares in Lucid Digital Magazines
Limited trading as LoveMedia, a company incorporated in England.
LoveMedia provides single use downloads and subscriptions of
digital newspapers and magazines to consumers.
The Group holds working capital
loans of £0.3m (2023: £0.3m) to LoveMedia, which is presented
within other debtors. During the current period these loans were
fully impaired with losses recognised within net
losses from joint ventures. There are no other commitments relating to its joint
ventures.
All joint ventures are private
companies and there is no quoted market price available for their
shares.
Dividends of £0.2m (2023: £0.2m)
were received in the period from joint ventures.
Rascal Solutions Limited investment
During the period Rascal Solutions
Limited (Rascal) recorded a profit of £0.3m (2023: £0.5m). The
Group holds £4.6m (2023: £4.2m) on the balance sheet comprising a
£2.2m (2023: £1.8m) share of net assets and £2.4m (2023: £2.4m) of
goodwill. Goodwill represents the difference between the fair value
of the share of the net assets acquired and the amount paid, and
forms part of the investment in the joint venture.
During the period, the Company
reviewed the business plan for the Rascal Joint Venture considering
the cumulative previous impairment recognised of
£0.3m (2023: £0.3m).
The current period impairment
review was performed, resulting in a value in use of £5.5m being
calculated based on future cash flows of the Rascal business. These
cash flows were discounted at a post-tax discount rate of 13.2% and
a pre-tax discount rate of 17.6% (2023: 13.6% post-tax discount
rate and pre-tax discount rate of 18.1%) and a terminal growth rate
applied of 0% (2023: 0%). As a result, the remaining impairment of
£0.3m was reversed and the investment is now held at cost plus its
accumulated share of net assets.
12. Inventories
£m
|
2024
|
2023
|
Goods held for resale
|
22.0
|
17.5
|
Raw materials and
consumables
|
0.1
|
0.2
|
Total
|
22.1
|
17.7
|
13. Trade and other receivables
£m
|
2024
|
2023
|
Trade receivables
|
76.4
|
73.5
|
Provision for individually assessed
expected credit losses (1)
|
(3.8)
|
(4.4)
|
Provision for collectively assessed
expected credit losses
|
(0.1)
|
(0.1)
|
|
72.5
|
69.0
|
|
|
|
Other debtors
|
26.4
|
29.4
|
Prepayments
|
1.8
|
1.1
|
Accrued income
|
1.4
|
1.6
|
Trade and other receivables
|
102.1
|
101.1
|
(1)
Net impairment loss on trade receivables -
McColls Retail Group
During the period ended 27 August
2022, the Company received notice that McColls Retail Group had gone into administration. A
statement of claim was filed with the administrators for an amount
of £5.5m. The latest notification issued from the administrators on
7 June 2024 stated that unsecured creditors can be expected to
receive between 30-50% (2023: 20-50%) of approved claims.
Management has maintained a best estimate that only 30% (2023: 20%)
of the outstanding balance is recoverable. The Company has
therefore reduced the provision to £3.8m (2023: £4.4m),
representing 70% (2023: 80%) of the total balance of £5.5m (2023:
£5.5m). For more information see Note 4.
The expected credit loss provision
of £3.8m (2023: £4.4m) has been allocated to 'over 90 days overdue'
(2023: over 90 days overdue), matching the ageing profile of the
£5.5m total receivable due.
If the Company had considered 50%
(2023: 50%) of the total balance of £5.5m to be recoverable in line
with the upper range of the administrator's estimate, the provision
recognised would have been £2.7m (2023: £2.7m), allocated to 'over
90 days overdue' (2023: over 90 days overdue).
On 31 October 2024, £1.6m was
received from the administrators as an interim dividend on the
statement of claim filed.
Trade receivables
The average credit period taken on
sale is 32 days (2023: 27 days). Trade receivables are generally
non-interest bearing.
The following table provides
information about the Group's exposure to credit risk and expected
credit losses held against customer balances:
£m
|
|
2024
|
|
2023
|
|
Gross
carrying
amount
|
Individually
assessed
ECL
|
Collectively assessed
ECL
|
Net
carrying
amount
|
Gross
carrying
amount
|
Individually
assessed
ECL
|
Collectively assessed ECL
|
Net
carrying
amount
|
Current (not overdue)
|
70.4
|
-
|
(0.1)
|
70.3
|
67.8
|
-
|
(0.1)
|
67.7
|
30-60 days overdue
|
0.1
|
-
|
-
|
0.1
|
-
|
-
|
-
|
-
|
61-90 days overdue
|
0.1
|
-
|
-
|
0.1
|
-
|
-
|
-
|
-
|
Over 90 days overdue
|
5.8
|
(3.8)
|
-
|
2.0
|
5.7
|
(4.4)
|
-
|
1.3
|
Total
|
76.4
|
(3.8)
|
(0.1)
|
72.5
|
73.5
|
(4.4)
|
(0.1)
|
69.0
|
|
|
|
|
|
|
|
|
| |
The following table provides
information about the Group's loss rates applied against customer
balances:
%
|
2024
|
2023
|
Current (not overdue)
|
<0.1
|
<0.1
|
30-60 days overdue
|
<0.1
|
<0.1
|
61-90 days overdue
|
<0.1
|
<0.1
|
Over 90 days overdue
|
70.0
|
80.0
|
Of the trade receivables balance
at the end of the year:
· two
customers (2023: three) had individual balances that represented
more than 10% of the total trade receivables balance. The total of
these was £20.9m (2023: £30.3m); and
· a
further three customers (2023: two) had individual balances that
represented more than 5% of the total trade receivables balance.
The total of these was £16.9m (2023: £9.0m).
The movement in provision for
expected credit losses for the period is detailed below:
£m
|
Note
|
2024
|
2023
|
At 27/28 August
|
|
4.5
|
4.5
|
Expected credit losses
recognised
|
|
0.1
|
0.1
|
Reversal of individually assessed
credit losses
|
3
|
(0.6)
|
-
|
Amounts written off as
uncollectible
|
|
(0.1)
|
(0.1)
|
At
31/26 August
|
|
3.9
|
4.5
|
The directors consider that the
carrying amount of trade and other receivables approximates their
fair value which is considered to be a level 2 methodology of
valuing them. The inputs used to measure fair value are categorised
into different levels of the fair value hierarchy (levels 1 to 3).
The fair value measurement is categorised in its entirety in the
level of the lowest level input that is significant to the entire
measurement.
Default occurs when the debt
becomes overdue by 90 days.
The Group performed sensitivity
analysis on the expected credit loss (excluding losses in respect
of McColls Retail Group) and should the default rate change from
expected:
·
An increase in default rate by 2% would increase
the expected credit loss by £1.4m.
·
A decrease in default rate by 2% would result in
no credit losses.
·
An increase in default rate by 5% would increase
the expected credit loss by £3.4m.
·
A decrease in default rate would result in no
credit losses.
Other debtors and prepayments
The largest items included within
this balance are returns reserve asset of £16.9m (2023: £16.8m)
(refer to Note 1, section 6) and £8.0m (2023: £9.8m) of publisher
debtors.
14. Trade and other payables
£m
|
2024
|
2023
|
Trade payables
|
(88.4)
|
(101.0)
|
Other creditors
|
(32.6)
|
(34.0)
|
Accruals
|
(7.4)
|
(6.4)
|
Deferred income
|
(0.1)
|
(0.1)
|
|
(128.5)
|
(141.5)
|
Included within other creditors is
a balance of £19.8m (2023: £19.7m) relating to the returns reserve
accrual - (refer to Note 1, section 6.)
Trade and other payables
principally comprise amounts outstanding for trade purchases and
ongoing costs. The average credit period taken for trade purchases
is 33 days (2023: 32 days). No interest is charged on trade
payables. The directors consider that the carrying amount of trade
and other payables approximates to their fair value using a level 2
valuation.
15. Cash and borrowings
Cash and borrowings by currency
(sterling equivalent) were as follows:
£m
|
Sterling
|
Euro
|
US Dollar
|
Other
|
Total 2024
|
2023
|
Cash and cash equivalents
|
6.4
|
0.3
|
0.2
|
0.1
|
7.0
|
37.3
|
Revolving credit facility
|
(18.0)
|
-
|
-
|
-
|
(18.0)
|
-
|
Term loan - current
liabilities
|
-
|
-
|
-
|
-
|
-
|
(10.0)
|
Term loan - non-current
liabilities
|
-
|
-
|
-
|
-
|
-
|
(31.5)
|
Unamortised arrangement fees -
presented in non-current liabilities
|
0.4
|
-
|
-
|
-
|
0.4
|
1.3
|
Total borrowings
|
(17.6)
|
-
|
-
|
-
|
(17.6)
|
(40.2)
|
Net
borrowings
|
(11.2)
|
0.3
|
0.2
|
0.1
|
(10.6)
|
(2.9)
|
Total borrowings
|
|
|
|
|
|
|
Due for settlement within 12
months
|
-
|
-
|
-
|
-
|
-
|
(10.0)
|
Due for settlement after 12
months
|
(17.6)
|
-
|
-
|
-
|
(17.6)
|
(30.2)
|
Total
|
(17.6)
|
-
|
-
|
-
|
(17.6)
|
(40.2)
|
Cash and cash equivalents comprise
cash held by the Company and short-term bank deposits with an
original maturity of three months or less. The carrying amount of
these assets approximates their fair value.
In May 2024, an agreement was
signed to extend and amend the existing financing arrangements. The
original facility, which was due to expire in August 2025, has been
extended to a final maturity date of 2 May 2027. The facility
comprised an initial £40.0m amortising Revolving Credit Facility
(RCF) with a £10.0m accordion option. The agreement is with HSBC
and Santander.
At the year end the RCF was
£18.0m. The total available amount is £40.0m for the life of the
facility. As part of the terms of the financing, the Company and
its principal trading subsidiaries have agreed to provide security
over their assets to the lenders. The current rate on the facility
is 2.45% per annum over SONIA (in respect of the RCF).
At 31 August 2024, the Company had
£22.0m (2023: £22.5m) of undrawn committed borrowing facilities in
respect of which all conditions precedent had been met. This is
partially reduced by letters of credit of £1.5m (2023: £1.5m);
further details are included in Note 20.
Reconciliation of liabilities arising from financing
activities
The table below details changes in
the Group's liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from
financing activities are those for which cash flows were, or future
cash flows will be, classified in the Group's consolidated
statement of cash flows as cash flows from financing
activities.
£m
|
Note
|
27 August
2023
|
Financing cash
flows
|
New leases
|
Other
changes
|
31 August
2024
|
Revolving credit facility
|
16
|
-
|
18.0
|
-
|
(0.4)
|
17.6
|
Term loan
|
16
|
40.2
|
(41.5)
|
-
|
1.3
|
-
|
Leases
|
|
23.2
|
(7.9)
|
11.2
|
4.4
|
30.9
|
Total
|
|
63.4
|
(31.4)
|
11.2
|
5.3
|
48.5
|
£m
|
Note
|
28
August 2022
|
Financing cash flows
|
New
leases
|
Other
changes
|
26
August
2023
|
Term loan
|
16
|
47.1
|
(11.9)
|
-
|
5.0
|
40.2
|
Leases
|
|
27.6
|
(7.5)
|
1.7
|
1.4
|
23.2
|
Total
|
|
74.7
|
(19.4)
|
1.7
|
6.4
|
63.4
|
Other changes include rent
increases, interest accruals and the amortisation of loan
fees.
Analysis of net debt
£m
|
Note
|
2024
|
2023
|
Cash and cash equivalents
|
16
|
7.0
|
37.3
|
Current borrowings
|
16
|
-
|
(10.0)
|
Non-current borrowings
|
16
|
(17.6)
|
(30.2)
|
Net
borrowings
|
|
(10.6)
|
(2.9)
|
Lease liabilities
|
17
|
(30.9)
|
(23.2)
|
Net debt
|
|
(41.5)
|
(26.1)
|
16. Financial instruments
Treasury policy
The Group operates a centralised
treasury function to manage the Group's funding requirements and
financial risks in line with the Board-approved treasury policies
and procedures and their delegated authorities. The role of
Treasury is to ensure that appropriate financing is available for
running the businesses of the Group on a day-to-day basis, whilst
minimising interest cost. No transactions of a speculative nature
are undertaken. Dealings are restricted to those banks with
suitable credit ratings and counterparty risk and credit exposure
is monitored frequently.
Capital risk management
The Group manages its capital to
ensure that entities in the Group will be able to continue as a
going concern while maximising the return to stakeholders through
the optimisation of the debt and equity balance. The capital
structure of the Group consists of debt, which includes the
borrowings, cash and cash equivalents as disclosed in Note 15 and
equity attributable to equity holders of the parent, comprising
issued capital, reserves and retained earnings as disclosed in the
Group statement of changes in equity.
The only externally imposed
capital requirements for the Group are Bank Net Debt to Bank EBITDA
and interest cover under the terms of the banking facilities. The
Group has fully complied during both the current year and the prior
year. To maintain or adjust its capital structure, the Group may
adjust the dividend payment to shareholders and/or issue new
shares. In the prior period there was a cap on dividends of £10.0m
under the banking facility; subject to all the covenants. As part
of the refinancing in May 2024, this restriction was
removed.
The Board regularly reviews the
capital structure. As part of this review, the Board considers the
cost of capital and the risks associated with each class of
capital. We expect free cash from operations to be sufficient to
manage net debt while also maintaining an attractive total
shareholder return. The Group is targeting
a reduced Bank Net Debt: Bank EBITDA ratio of 0.5x during 2025,
achieved through managing free cash from operations. The Group's
facilities include a 'frozen GAAP' clause in relation to IAS 17 and
Bank Net Debt: Bank EBITDA is stated on this basis.
Liquidity risk
The Group manages liquidity risk
by maintaining adequate reserves and banking facilities and by
monitoring forecast and actual cash flows. The facilities that the
Group has at its disposal to further reduce liquidity risk are
described below.
As at 31 August 2024, the Group
had £40m of committed bank facilities in place (2023: £64.0m). Bank
facilities comprised a £40.0m revolving credit facility (RCF),
which expires on 2 May 2027.
The facility described above is
subject to the following covenants which are subject to a 'frozen
GAAP' clause:
·
Leverage cover -
the Bank Net Debt: Bank EBITDA ratio which must
remain below 2.5x, increasing from 1.5x on 2 May 2024. At 31 August
2024 the ratio was 0.3x (2023: 0.1x);
·
Interest cover -
the consolidated net interest: Bank EBITDA ratio
which must remain above 4x. As at 31 August 2024 the ratio was
17.9x (2023: 10.5x); and
·
Guarantor cover -
the annual turnover, gross assets and pre-tax
profits of the guarantors under the banking facilities contribute,
at any time, 90% or more of the annual consolidated turnover, gross
assets and pre-tax profits of the Group for each of its financial
years. The guarantors, which are all 100% owned or wholly owned
subsidiaries of Smiths News plc, comprise Smiths News plc, Smiths
News Holdings Limited, and Smiths News Trading Limited. The fixed
charge cover requirement was removed on 2 May 2024.
At 31 August 2024, the Group had
available £20.5m (2023: £21.0m) of undrawn committed borrowing
facilities comprising the £22.0m (2023: £22.5m) RCF above less
letters of credit of £1.5m (2023: £1.5m); and a £10m Accordion
facility, option further details are included in Note 22. There
were no breaches of loan agreements during either the current or
prior years.
As the Group is cash generative
its liquidity risk is considered low. The Group's cash generation
allows it to meet all loan commitments as they fall due as well as
sustain a negative working capital position.
The Group invests significant
resources in the forecasting and management of its cash flows. This
is critical given a routine cash cycle at Smiths News that results
in significant predictable swings within each month; the Group's
average gross borrowing for the past year was £26.7m (2023:
£45.4m). The Group has available funding via the undrawn RCF and a
£10m accordion facility option.
The following is an analysis of
the undiscounted contractual cash flows payable under
non-derivative financial liabilities. The undiscounted cash flows
will differ from both the carrying value and fair value. Floating
rate interest is estimated using the prevailing rate at the balance
sheet date.
£m
|
Due within 1
year
|
Due between 1 and 2
years
|
Due between 2 and 3
years
|
Greater than 3
years
|
Total
|
At
31 August 2024
|
|
|
|
|
|
Bank and other borrowings
|
(18.0)
|
-
|
-
|
-
|
(18.0)
|
Trade and other payables
|
(128.5)
|
-
|
-
|
-
|
(128.5)
|
Leases
|
(7.6)
|
(6.8)
|
(6.0)
|
(19.8)
|
(40.2)
|
Total
|
(154.1)
|
(6.8)
|
(6.0)
|
(19.8)
|
(186.7)
|
At 26 August 2023
|
|
|
|
|
|
Bank and other borrowings
|
(10.0)
|
(10.0)
|
(21.5)
|
-
|
(41.5)
|
Trade and other payables
|
(141.5)
|
-
|
-
|
-
|
(141.5)
|
Leases
|
(6.1)
|
(5.1)
|
(4.4)
|
(12.0)
|
(27.6)
|
Total
|
(157.6)
|
(15.1)
|
(25.9)
|
(12.0)
|
(210.6)
|
Counterparty risk
Dealings are restricted to those
banks with suitable credit ratings and counterparty risk and credit
exposure is monitored.
Foreign currency risk
·
The majority of the Group's transactions are
carried out in the functional currencies of its operations, and so
transactional exposure is limited.
·
The majority of the Group's net liabilities are
held in Sterling, with £0.6m (2023: £0.6m) of net assets held in
overseas currencies. Translation exposure arises on the
re-translation of overseas subsidiaries' profits and net assets
into Sterling for financial reporting purposes and is not seen as
significant.
·
Note 15 denotes borrowings by currency, with no
material currency exposures to disclose.
Interest rate risk
The Group monitors its exposure to
interest rate in light of the Group's debt exposure, consideration
of the macroeconomic environment and sensitivity to potential
interest rate rises. The Group avoids the use of derivatives or
other financial instruments in circumstances when the outcome would
effectively be largely dependent upon speculation on future rate
movements.
Interest rate sensitivity analysis
Based on the assumption that the
liabilities outstanding at the balance sheet date were outstanding
for the whole year, if interest rates had been 0.5% higher/lower
and all other variables were held constant, the Group's profit and
equity for the 53 weeks ending 31 August 2024 would
decrease/increase by £0.1m (2023: £0.2m).
Credit risk
The Group considers its exposure
to credit risk to be as follows:
£m
|
2024
|
2023
|
Bank deposits
|
7.0
|
37.3
|
Trade and other
receivables
|
98.9
|
98.4
|
|
105.9
|
135.7
|
Further detail on the Group's
policy relating to trade receivables and other receivables can be
found in Note 13.
17. Leases
The balance sheet shows the
following right-of-use assets in relation to leases:
£m
|
Equipment
and
vehicles
|
Land and
buildings
|
Total
|
Cost:
|
|
|
|
At 27 August 2023
|
2.0
|
38.4
|
40.4
|
Additions
|
0.3
|
13.3
|
13.6
|
Disposals
|
(0.8)
|
(2.5)
|
(3.3)
|
At
31 August 2024
|
1.5
|
49.2
|
50.7
|
Accumulated depreciation:
|
|
|
|
At 27 August 2023
|
(1.4)
|
(17.2)
|
(18.6)
|
Depreciation charge
|
(0.3)
|
(5.6)
|
(5.9)
|
Disposals
|
0.8
|
2.5
|
3.3
|
At
31 August 2024
|
(0.9)
|
(20.3)
|
(21.2)
|
Net
book value at 31 August 2024
|
0.6
|
28.9
|
29.5
|
Cost:
|
|
|
|
At 28 August 2022
|
1.7
|
42.1
|
43.8
|
Additions
|
0.3
|
1.4
|
1.7
|
Disposals
|
-
|
(5.1)
|
(5.1)
|
At 26 August 2023
|
2.0
|
38.4
|
40.4
|
Accumulated depreciation:
|
|
|
|
At 28 August 2022
|
(1.0)
|
(16.5)
|
(17.5)
|
Depreciation charge
|
(0.4)
|
(6.0)
|
(6.4)
|
Disposals
|
-
|
5.3
|
5.3
|
At 26 August 2023
|
(1.4)
|
(17.2)
|
(18.6)
|
Net book value at 26 August
2023
|
0.6
|
21.2
|
21.8
|
Amounts recognised in respect of leases
£m
|
2024
|
2023
|
Interest expense (included in
finance cost)
|
2.0
|
1.4
|
Expense relating to low-value
leases (included in cost of sales and administrative
expenses)
|
0.5
|
0.4
|
Property rental income
|
(0.4)
|
(0.4)
|
Total cash outflow from
leases
|
7.9
|
6.5
|
Maturity analysis of lease liabilities
£m
|
2024
|
2023
|
Current
|
(5.5)
|
(4.9)
|
Non-current
|
(25.4)
|
(18.3)
|
Total
|
(30.9)
|
(23.2)
|
Amounts recognised as lessor:
At the balance sheet date, the
Group had contracted with tenants for the following future minimum
lease payments:
£m
|
2024
|
2023
|
Within one year
|
0.3
|
0.2
|
In the second to fifth years
inclusive
|
0.6
|
0.6
|
|
0.9
|
0.8
|
18. Deferred tax
Deferred tax assets are
attributable to the following:
£m
|
Fixed
assets
|
Share-
based payments
|
Other
temporary differences
|
Total
|
At 27 August 2023
|
0.4
|
1.0
|
0.3
|
1.7
|
(Charge)/credit to income
|
(0.4)
|
-
|
0.1
|
(0.3)
|
Charge to equity
|
-
|
(0.1)
|
-
|
(0.1)
|
At
31 August 2024
|
-
|
0.9
|
0.4
|
1.3
|
|
|
|
|
|
At 28 August 2022
|
0.6
|
0.5
|
-
|
1.1
|
(Charge)/credit to income
|
(0.2)
|
(0.1)
|
0.3
|
-
|
Credit to equity
|
-
|
0.6
|
-
|
0.6
|
At 26 August 2023
|
0.4
|
1.0
|
0.3
|
1.7
|
The deferred tax assets have been
deemed recoverable as the Group forecasts that it will continue to
make profits against which the assets can be utilised for tax
purposes. There were no deferred tax liabilities recognised in
either reporting period.
The Group has capital losses
carried forward of £20.2m (2023: £20.2m). Deferred tax assets of
£5.1m (2023: £5.1m) have not been recognised in respect of the
capital losses carried forward due to the uncertainty of their
utilisation.
The deferred tax asset at the
period end has been calculated based on the rate of 25%
substantively enacted at the balance sheet date on the basis that
the temporary differences are expected to unwind when that rate
applies.
19. Provisions
£m
|
Re-organisation
provisions
|
Insurance and legal
provisions
|
Property
provisions
|
Total
|
At 27 August 2023
|
(1.0)
|
(0.8)
|
(4.9)
|
(6.7)
|
Charged to income
statement
|
(0.1)
|
(0.1)
|
(0.6)
|
(0.8)
|
Credited to income
statement
|
-
|
0.3
|
0.2
|
0.5
|
Utilised in period
|
0.9
|
0.1
|
0.3
|
1.3
|
Unwinding of discount
utilisation
|
-
|
-
|
(0.2)
|
(0.2)
|
At 31 August 2024
|
(0.2)
|
(0.5)
|
(5.2)
|
(5.9)
|
|
|
|
|
|
£m
|
|
|
|
2024
|
Included within current
liabilities
|
|
|
|
(1.3)
|
Included within non-current
liabilities
|
|
|
|
(4.6)
|
Total
|
|
|
|
(5.9)
|
Included within non-current
liabilities is £4.6m (2023: £4.2m) relating to property
provisions.
Reorganisation provisions of £0.2m
(2023: £1.0m) relate to the restructure of the DMD business, the
Smiths News network and the Group's support functions.
Insurance and legal provisions
represent the expected future costs of employer's liability, public
liability, motor accident claims and legal claims; included within
the total balance is £0.5m (2023: £0.8m) relating to claims from
the Tuffnells business prior to disposal.
The property provision represents
the estimated future cost of dilapidation costs across the Group.
These provisions have been discounted to present value and this
discount will be unwound over the life of the leases. The
provisions cover the period to 2034 with all of the liability
falling within ten years.
The Group has performed
sensitivity analysis on the property provision using the possible
scenarios below:
If the discount rate changes by
+/- 0.5%, the property provision would change by +/- £0.1m (2023:
+/- £0.1m).
If the repair cost per square foot
changes by +/-£1.00p, the property provision would change by
+/-£0.3m (2023: +/- £0.4m).
20. Contingent assets, liabilities and capital
commitments
Bank and other
guarantees
As at 31 August 2024, the Group
had approved letters of credit of £1.5m (2023: £1.5m) to the
insurers of the Group for the motor insurance and employer
liability insurance policies. The letters of credit cover the
employer deductible element of the insurance policy for insurance
claims.
Administration of Tuffnells Parcels
Express Limited (Tuffnells)
As reported in Note 3, following
the administration of Tuffnells in the prior period, additional
provision is being held in light of the probable outcome of certain
insurance claims reverting to the Group which were previously being
handled by Tuffnells.
The Board has considered the
administration and other associated processes in respect of
Tuffnells and notes that the Company has received a request for
information from the Pensions Regulator (tPR) in respect of an
ongoing formal investigation relating to the Tuffnells defined
benefit pension scheme. The correspondence received states
that tPR requires the Company to provide documentation to tPR in
its capacity of being the former parent company of Tuffnells. The
Company has confirmed that it will assist tPR with its enquiries in
relation to this investigation. The Board has considered the
details of the information request from tPR and has concluded that
no provision is required at this stage. The Board reached
this conclusion based on the early stages of the investigation and
there being no certainty as to how tPR may use the information
requested or whether a future obligation will arise.
Indemnity coverage
On winding up of the News Section
of the WH Smith Pension Trust defined benefit pension scheme in
December 2021, the Company has agreed run-off indemnity coverage
for any member claims that were uninsured liabilities capped at
£6.5m over the following 60 years. The Group is not aware of any
claims brought during either the current or prior reporting
period.
Receipt of refund from overpayment
of tax
On 16 October 2024 the Company
received a sum of £1.5m from the WH Smith Pension Trust in respect
of the refund of an overpayment of tax made by the Pension Trustee
in 2022. This overpayment was in respect of the wind up of the News
Section of the WH Smith Pension Trust defined benefit pension
scheme in December 2021 and was recently identified following
advice from third parties and confirmed with HM Revenue &
Customs.
Reversionary leases
Other potential liabilities that
could crystallise are in respect of previous assignments of leases
where the liability could revert to the Group if the lessee
defaulted. Pursuant to the terms of the Demerger Agreement from WH
Smith PLC in 2006, any such contingent liability in respect of
assignment prior to demerger, which becomes an actual liability,
will be apportioned between Smiths News plc and WH Smith PLC in the
ratio 35:65 (provided that the actual liability of Smiths News plc
in any 12-month period does not exceed £5m). The Company's share of
these leases has an estimated future cumulative gross rental
commitment at 31 August 2024 of £0.4m (2023: £0.5m).
Capital commitments
Contracts placed for future
capital expenditure approved by the directors but not provided for
amount to £2.2m (2023: £nil).
21. Net cash inflow from operating
activities
£m
|
Note
|
2024
|
2023
|
Operating profit
|
3
|
40.0
|
38.3
|
Impairment reversal of investment in
joint venture
|
11
|
(0.3)
|
-
|
Share of loss/(profit) of joint
ventures
|
11
|
0.2
|
(0.1)
|
Depreciation of property, plant and
equipment
|
10
|
2.2
|
2.2
|
Depreciation of right-of-use
assets
|
17
|
5.9
|
6.4
|
Amortisation of intangible
assets
|
9
|
0.4
|
0.6
|
Share-based payments
|
|
0.9
|
1.1
|
Increase in inventories
|
|
(4.4)
|
(2.1)
|
Decrease in receivables
|
|
(1.0)
|
(5.5)
|
(Decrease)/increase in
payables
|
|
(12.2)
|
1.9
|
(Decrease)/increase in
provisions
|
|
(0.8)
|
0.2
|
Income tax paid
|
|
(8.5)
|
(6.6)
|
Net
cash inflow from operating activities
|
|
22.4
|
36.4
|
|
|
|
|
Net cash flow from operating
activities is stated after the following adjusting
items:
|
3
|
|
|
Network and reorganisation
costs
|
|
(0.2)
|
(0.2)
|
Tuffnells provision
utilisation
|
|
(0.1)
|
(0.2)
|
Technology transformation
costs
|
|
(0.1)
|
-
|
Aborted acquisition costs
|
|
-
|
(0.6)
|
Total adjusting items cash
flow
|
|
(0.4)
|
(1.0)
|
22. Share capital
(a)
Share capital
£m
|
2024
|
2023
|
Issued, authorised and fully paid:
|
|
|
247.7m ordinary shares of 5p each
(2023: 247.7m)
|
12.4
|
12.4
|
(b)
Movement in share capital
Number (m)
|
|
Ordinary shares of 5p
each
|
At 26 August 2023 and at 31 August
2024
|
|
247.7
|
The holders of ordinary shares are
entitled to receive dividends as declared from time to time and are
entitled to one vote per share at the general meetings of the
Company. The Company has one class of ordinary shares, which carry
no right to fixed income.
No shares were issued during the
current or prior periods.
(c)
Share premium
£m
|
2024
|
2023
|
At 26 August 2023 and at 31 August
2024
|
60.5
|
60.5
|
23. Reserves
(a)
Demerger reserve
£m
|
2024
|
2023
|
At 26 August 2023 and at 31 August
2024
|
(280.1)
|
(280.1)
|
This relates to reserves created
following the capital reorganisation undertaken as part of the
demerger of WH Smith PLC in 2006. The balance represented the
difference between the share capital and reserves of the Group
restated on a pro-forma basis as at 31 August 2004 and the
previously reported share capital.
(b)
Own shares reserve
£m
|
2024
|
2023
|
Balance at 27/28 August
|
(4.4)
|
(4.6)
|
Acquired in the period
|
(3.3)
|
(1.7)
|
Disposed of on exercise of
options
|
4.0
|
1.9
|
Balance at 31/26 August
|
(3.7)
|
(4.4)
|
The reserve represents the cost of
shares in Smiths News plc purchased in the market and held by the
Smiths News Employee Benefit Trust (EBT) to satisfy awards and
options granted under the Group's Executive Share Schemes (see Note
25). The number of ordinary shares held by the EBT as at 31 August
2024 was 8,031,253 (2023: 10,613,896). In accordance with IAS 32,
these shares are deducted from shareholders' funds. Under the terms
of the EBT, the Trustee has waived all dividends on the shares it
holds.
(c)
Translation reserve
£m
|
2024
|
2023
|
At 27 August 2023 / 28 August
2022
|
0.4
|
0.4
|
Retranslation of reserves
(subsidiaries)
|
(0.2)
|
-
|
At 31 August 2024 / 26 August
2023
|
0.2
|
0.4
|
24. Retained earnings
|
|
£m
|
Balance at 27 August 2022
|
|
179.4
|
Amounts recognised in total
comprehensive income
|
|
25.1
|
Dividends paid
|
|
(9.8)
|
Disposed of on exercise of
options
|
|
(1.9)
|
Equity-settled share-based payments,
net of tax
|
|
1.5
|
Deferred tax recognised in
equity
|
|
0.6
|
Balance at 26 August 2023
|
|
194.9
|
Amounts recognised in total
comprehensive income
|
|
25.6
|
Dividends paid
|
|
(10.8)
|
Disposed of on exercise of
options
|
|
(3.2)
|
Equity-settled share-based payments,
net of tax
|
|
0.9
|
Current tax recognised in
equity
|
|
0.1
|
Deferred tax recognised in
equity
|
|
(0.1)
|
Balance at 31 August 2024
|
|
207.4
|
25. Share-based payments
The Group recognised a total
charge of £0.9m (2023: £1.1m) related to equity-settled share-based
payment transactions. The average share price throughout the year
was 51.5p (2023: 44.6p).
The Group operates the following
share incentive schemes:
Sharesave Scheme
|
Under the terms of the Group
Sharesave Scheme, the Board may grant options to purchase ordinary
shares in the Company to eligible employees who enter into an HM
Revenue & Customs approved
Save-As-You-Earn (SAYE) savings contract for a term of three years.
Options are granted at up to a 20% discount to the market price of
the shares on the day preceding the date of offer and are normally
exercisable for a period of six months after completion of the SAYE
contract.
|
Executive Share Option Scheme
(ESOS)
|
Under the terms of the Group
Executive Share Option Scheme, the Board may grant options to
purchase ordinary shares in the Company to executives up to an
annual limit of 200% of base salary. The exercise of options is
conditional on the achievement of adjusted profit after a
three-year period, which is determined by the Remuneration
Committee at the time of grant. Provided that the target is met,
options are normally exercisable until the day preceding the tenth
anniversary of the date of grant.
|
LTIP
|
Under the terms of the Group LTIP,
executive directors and key senior executives may be awarded each
year conditional entitlements to ordinary shares in the Company
(which may be in the form of nil cost options or conditional
awards) or, in order to retain flexibility and at the Company's
discretion, a cash sum linked to the value of a notional award of
shares up to a value of 200% of base salary. The vesting of awards
is subject to the satisfaction of a three-year performance
condition, which is determined by the Remuneration Committee at the
time of grant. Subject to the satisfaction of the performance
condition, awards are normally exercisable until the tenth
anniversary of the date of grant.
|
Deferred Bonus Plan (DBP)
|
Under the terms of the Group
Deferred Bonus Plan, each year executive directors and key senior
executives may be granted share awards (in the form of nil cost
options) dependent on the achievement of the Annual Bonus Plan
performance targets. Awards are immediately exercisable but a
two-year hold-back period applies, during which the share
certificate for such shares is held by the Company. Separately, key
senior executives may also be granted share awards (in the form of
nil cost options) under the DBP plan in respect of a (discounted)
restricted share award (dependent on continued employment with the
Company).
|
Details of the options/awards are
as follows:
|
Sharesave
|
ESOS
|
LTIP
|
DBP
|
Number of options/ awards
|
No of
shares
|
Weighted average exercise
price (p)
|
No of
shares
|
Weighted average exercise
price (p)
|
No of
shares
|
Weighted average exercise
price (p)
|
No of
shares
|
Weighted average exercise
price (p)
|
At 27 Aug 2022
|
7,579,083
|
25.27
|
1,056,744
|
126.1
|
10,893,872
|
-
|
1,499,148
|
-
|
Granted
|
1,316,234
|
55.40
|
-
|
-
|
2,695,499
|
-
|
1,337,604
|
-
|
Exercised
|
(264,430)
|
-
|
-
|
-
|
(2,791,373)
|
-
|
(1,614,771)
|
-
|
Expired /Forfeited
|
(670,274)
|
30.01
|
(256,294)
|
137.8
|
(1,429,910)
|
-
|
-
|
-
|
At 26 Aug 2023
|
7,960,613
|
30.38
|
800,450
|
125.3
|
9,368,088
|
-
|
1,221,981
|
-
|
Granted
|
1,603,582
|
60.80
|
-
|
-
|
2,994,040
|
-
|
1,389,805
|
-
|
Exercised
|
(4,415,748)
|
-
|
-
|
-
|
(3,167,125)
|
-
|
(1,424,789)
|
-
|
Expired /Forfeited
|
(302,050)
|
42.83
|
(340,412)
|
189.5
|
(201,737)
|
-
|
(18)
|
-
|
At 31 Aug 2024
|
4,846,397
|
|
460,038
|
|
8,993,266
|
-
|
1,186,979
|
-
|
|
|
|
|
|
|
|
|
|
Exercisable at 31 Aug
2024
|
-
|
-
|
460,038
|
153.9
|
-
|
-
|
-
|
-
|
Exercisable at 26 Aug
2023
|
-
|
-
|
800,450
|
125.3
|
-
|
-
|
-
|
-
|
The weighted average remaining
contractual life in years of options/awards is as
follows:
|
Sharesave
|
ESOS
|
LTIP
|
DBP
|
Outstanding at 31 August 2024
|
1.0
|
0.3
|
1.2
|
1.6
|
Outstanding at 26 August
2023
|
1.4
|
5.2
|
1.2
|
1.5
|
Details of the options/awards
granted or commencing during the period were as follows:
|
Sharesave
|
ESOS
|
LTIP
|
DBP
|
During 2024:
|
|
|
|
|
Effective date of grant or
commencement date
|
Jul
2024
|
-
|
Dec
2023
|
Dec
2023
|
Average fair value at date of grant
or scheme commencement - pence
|
16.4
|
-
|
32.6
|
47.6
|
During 2023:
|
|
|
|
|
Effective date of grant or
commencement date
|
Jul
2023
|
-
|
Jan
2023
|
Jan
2023
|
Average fair value at date of grant
or scheme commencement - pence
|
21.5
|
-
|
34.9
|
50.6
|
The options outstanding at 31
August 2024 had exercise prices ranging from nil to 48.9p (2023:
nil to 139.5p). The weighted average share price on the date of
exercise was 45.4p (2023: 47.8p).
The Sharesave options granted
during each period have been valued using the Black-Scholes model.
The LTIP performance measures include a 60% (2023: 70%) total
shareholder return (TSR) metric which is valued by reference to the
share price at date of grant less an adjustment for the TSR portion
of the award. The DBP schemes are valued by reference to the share
price at the date of grant.
The inputs to the Black-Scholes
model are as follows:
|
Sharesave
|
LTIP
|
DBP
|
2024 options/awards:
|
|
|
|
Share price at grant date -
pence
|
60.8
|
48
|
48
|
TSR adjustment - pence
|
-
|
(25)
|
-
|
Exercise price - pence
|
48.9
|
-
|
-
|
Expected volatility - per
cent
|
69.5
|
-
|
-
|
Expected life - years
|
3
|
-
|
-
|
Risk free rate - per cent
|
3.9
|
-
|
-
|
Expected dividend yield - per
cent
|
7.48
|
-
|
-
|
Weighted average fair value -
pence
|
16
|
33
|
48
|
|
|
|
|
2023 options/awards:
|
|
|
|
Share price at grant date -
pence
|
55.4
|
51
|
51
|
TSR adjustment - pence
|
-
|
(23)
|
-
|
Exercise price - pence
|
44.3
|
-
|
-
|
Expected volatility - per
cent
|
121.5
|
-
|
-
|
Expected life - years
|
3
|
-
|
-
|
Risk free rate - per cent
|
4.7
|
-
|
-
|
Expected dividend yield - per
cent
|
8.83
|
-
|
-
|
Weighted average fair value -
pence
|
22
|
28
|
51
|
26. Post balance sheet events
The directors have considered the
period between the balance sheet date and the date when the
accounts are authorised for issue for evidence of conditions that
existed at the balance sheet date, either adjusting or
non-adjusting post balance sheet events, and have concluded that,
other than those events disclosed in Note 13 and Note 20, there are
no other events in the current period.
27. Related-party transactions
Transactions between businesses
within the Group which are related parties have been eliminated on
consolidation and are not disclosed in this note.
Trading transactions
|
Sales to related
parties
|
£m
|
2024
|
2023
|
Joint ventures
|
0.4
|
0.4
|
Sales to related parties are for
management fees and payment is due on the last day of the month
following the date of invoice. There were no amounts owed by
related parties in either period.
Non-trading transactions
|
|
Loans to related
parties
|
£m
|
|
|
2024
|
2023
|
Joint ventures
|
|
|
-
|
0.3
|
Directors'
remuneration
£m
|
2024
|
2023
|
Salaries
|
0.8
|
0.8
|
Bonus
|
0.6
|
0.5
|
Non-executive director
fees
|
0.4
|
0.4
|
|
1.8
|
1.7
|
Information concerning directors'
remuneration, interest in shares and share options is included in
the Directors' Remuneration report.
There are two (2023: two)
directors to whom retirement benefits are accruing in respect of
qualifying services under money purchase schemes.
Directors made gains on share
options of £nil (2023: £nil).
Key management personnel (including
directors)
The remuneration of the directors
and the Executive Team, who are the key management personnel of the
Group, is set out below in aggregate for each of the categories
specified in IAS 24 'Related Party Disclosures'.
£m
|
2024
|
2023
|
Short-term employee
benefits
|
3.0
|
2.9
|
Share-based payments
|
0.8
|
1.0
|
|
3.8
|
3.9
|
28. Subsidiary and associated
undertakings
The table below summarises the
interests of the Group as at 31 August 2024:
Company name/
(number)
|
Share class
|
Group %
|
Company name/
(number)
|
Share class
|
Group %
|
United Kingdom
|
Rowan House, Cherry Orchard North, Kembrey Park, Swindon SN2
8UH
|
Connect Limited
02008952
|
Ordinary Shares
|
100%
|
Martin Lavell Limited
02654521 (*)
|
Ordinary Shares
|
100%
|
Connect Logistics Limited
09172965
|
Ordinary Shares
|
100%
|
Pass My Parcel Limited
09172022
|
Ordinary Shares
|
100%
|
Connect News & Media
Limited
08572634
|
Ordinary Shares
|
100%
|
Phantom Media Limited
03805661 (*)
|
Ordinary Shares
|
100%
|
Connect Parcel Freight
Limited
09295023
|
Ordinary Shares
|
100%
|
Smiths News Holdings
Limited
04236079
|
Ordinary Shares
|
100%
|
Connect Parcels Limited
09172850
|
Ordinary Shares
|
100%
|
Smiths News Instore
Limited
03364589
|
Ordinary Shares
|
100%
|
Connect Services Limited
08522170
|
Ordinary Shares
|
100%
|
Smiths News Investments Limited
(*)
06831284
|
Ordinary Shares
|
100%
|
Connect Specialist Distribution
Group Limited
08458801
|
Ordinary Shares
|
100%
|
Smiths News Distribution
Limited
08506961
|
Ordinary Shares
|
100%
|
Connect2U Limited
03920619
|
Ordinary Shares
|
100%
|
Smiths News Trading
Limited
00237811
|
Ordinary Shares
|
100%
|
Dawson Media Services Limited
06882722
|
Ordinary Shares
|
100%
|
Dawson Limited
03433262
|
Ordinary Shares
|
100%
|
Dawson Guarantee Company Limited
06882393
|
Ordinary Shares
|
100%
|
Dawson Media Direct Limited (*)
06882366
|
Ordinary Shares
|
100%
|
Dawson Holdings Ltd (*)
00034273
|
Ordinary Shares
|
100%
|
|
|
|
Germany
|
Dawson Media Direct GmbH
HRB 96649
|
Ordinary Shares
|
100%
|
Johannstr. 39 40476 Dusseldorf,
Germany
|
Hong Kong
|
Dawson Media Direct China
Limited
1167911
|
Ordinary Shares
|
100%
|
Flat/Rm 5008 50/F, Central Plaza, 18
Harbour Road, Wanchai, Hong Kong
|
Thailand
|
Dawson Media Direct Company
Limited
105558138385
|
Ordinary Shares
|
48.9%
|
87 M Thai Tower, All Seasons Place,
23rd Floor, Wittayu Road, Lumpini Sub-District, Pathumwan District,
Bangkok, Thailand
|
*Audit exemption statement
For the 53 weeks ended 31 August
2024, the companies as indicated in the table by '(*)' above were
entitled to exemption from audit under section 479A of the
Companies Act 2006 relating to subsidiary companies.
As such, Smiths News plc has provided a guarantee
against all debts and liabilities in these subsidiaries as at 31
August 2024. The members of these companies have not required them
to obtain an audit of their financial statements for the 53 weeks
ended 31 August 2024.
Glossary - Alternative performance measures
Introduction
In the reporting of financial
information, the directors have adopted various alternative
performance measures (APMs).
These measures are not defined by
International Financial Reporting Standards (IFRS) and therefore
may not be directly comparable with other companies' APMs,
including those in the Group's industry.
APMs should be considered in
addition to, and are not intended to be a substitute for, or
superior to, IFRS measurements.
Purpose
The directors believe that these
APMs assist in providing additional useful measures of the Group's
performance. They provide readers with additional information on
the performance of the business across periods which is consistent
with how the business performance is planned by, and reported to,
the Board and the Executive Team.
Consequently, APMs are used by the
directors and management for performance analysis, planning,
reporting and incentive-setting purposes.
The key APMs that the Group has
focused on and changes to APMs within the period can be found in
Note 1.
APM
|
Closest equivalent
IFRS
measure
|
Adjustments to reconcile
to
IFRS measure
|
Note/page reference for
reconciliation
|
Definition and purpose
|
Income statement
|
Adjusting items
|
No direct equivalent
|
N/A
|
Note 3
|
Adjusting items of income or
expenses are excluded in arriving at adjusted operating profit to
present a further measure of the Group's performance. Each
Adjusting items is considered to be significant in nature and/or
quantum, non-recurring in nature and/or unrelated to the Group's
ordinary activities or consistent with items treated as adjusting
in prior periods. Excluding these items from profit metrics
provides readers with helpful additional information on the
performance of the business across periods because it is consistent
with how the business performance is planned by, and reported to,
the Board and the Executive Team.
|
Adjusted operating profit
|
Operating profit*
|
Adjusting items
|
Income statement/
Note 3
|
Adjusted operating profit is defined
as operating profit excluding the impact of adjusting items
(defined above). This is the headline measure of the Group's
performance and is a key management incentive metric.
|
Adjusted profit before
tax
|
Profit before tax (PBT)
|
Adjusting items
|
Income statement/
Note 3
|
Adjusted profit before tax is
defined as profit before tax excluding the impact of adjusting
items (defined above).
|
Adjusted profit after tax
|
Profit after tax (PAT)
|
Adjusting items
|
Income statement/
Note 3
|
Adjusted profit after tax is defined
as profit after tax from continuing operations, excluding the
impact of adjusting items (defined above).
|
Adjusted
EBITDA
|
Operating profit*
|
Depreciation and
amortisation
Adjusting items
|
|
This measure is based on business
unit operating profit from
continuing operations. It excludes
depreciation, amortisation and adjusting items.
|
Bank EBITDA
|
Operating profit*
|
Depreciation and
amortisation
Adjusting items
Operating lease charges
|
|
This measure is based on business
unit operating profit from
continuing operations. It excludes
depreciation, amortisation, adjusting items and adds back operating
lease charges under accounting standards applicable in 2019 and
share-based payments expense. This measure is used to calculate
compliance with banking covenants.
|
Adjusted earnings per
share
|
Earnings per share
|
Adjusting items
|
Note 8
|
Adjusted earnings per share is
defined as Adjusted PBT, less taxation attributable to Adjusted PBT
and including any adjustment for minority interest to result in
adjusted
PAT attributable to shareholders;
divided by the basic weighted average number of shares in
issue.
|
Cash flow statement
|
Free cash flow
|
Net movement in cash and cash
equivalents
|
Dividends,
acquisitions and
disposals,
repayment of bank loans,
EBT share purchases
|
|
Free cash flow is defined as the
movement in cash and cash equivalent plus the following: payment of
dividends, the impact of acquisitions and disposals, the repayment
of bank loan principal amounts, and outflows for purchases of own
shares (EBT share purchases). This measure reflects the cash
available to the Group, which can be used for investments,
dividends and the reduction of debt.
|
Free cash flow (excluding adjusting
items)
|
Net movement in cash and cash
equivalents
|
Dividends,
acquisitions and
disposals,
repayment of bank loans,
EBT share purchases,
pension deficit repair
payments
adjusting items
|
|
Free cash flow (excluding adjusting
items) is free cash flow adding back adjusting cash
costs.
|
Balance sheet
|
Bank Net Debt
|
Borrowings less cash
|
|
Cash flow statement
|
Bank net debt is calculated as total
debt less cash and cash equivalents. Total debt includes loans and
borrowings excluding unamortised arrangement fees, overdrafts and
obligations under finance leases under accounting standards
applicable in 2019.
|
Net debt
|
Borrowings less cash
|
|
Cash flow statement
|
Net debt is calculated as total debt
less cash and cash equivalents. Total debt includes loans and
borrowings, overdrafts and obligations under leases.
|
*Operating profit is presented on
the Group income statement. It is not defined per IFRS, however, is
a generally accepted profit measure.
Reconciliation of free cash flow to net movement
in cash and cash equivalents
A reconciliation between free cash
flow and the net increase in cash and cash equivalents is shown
below:
£m
|
2024
|
2023
|
Net (decrease)/increase in cash and
cash equivalents
|
(30.3)
|
2.0
|
Net decrease in
borrowings
|
23.5
|
8.0
|
Movement in borrowings and cash
|
(6.8)
|
10.0
|
Dividend paid
|
10.8
|
9.8
|
Investment in joint
venture
|
-
|
0.3
|
Outflow for EBT shares
|
3.3
|
1.7
|
Total free cash flow
|
7.3
|
21.8
|
Reconciliation of bank net debt to reporting net
debt
£m
|
2024
|
2023
|
Bank net debt
|
(11.0)
|
(4.2)
|
Unamortised arrangement fees (Note
15)
|
0.4
|
1.3
|
IFRS 16 lease liabilities (Note
17)
|
(30.9)
|
(23.2)
|
Net
debt (Note 15)
|
(41.5)
|
(26.1)
|
Reconciliation of adjusted operating profit to
Bank EBITDA
£m
|
2024
|
2023
|
Operating profit
|
40.0
|
38.3
|
Adjusting items
|
(0.9)
|
0.5
|
Adjusted operating profit
|
39.1
|
38.8
|
Depreciation
|
2.2
|
2.2
|
Amortisation
|
0.4
|
0.6
|
Right of use asset
depreciation
|
5.9
|
6.4
|
Adjusted EBITDA
|
47.6
|
48.0
|
Operating lease charges
|
(8.3)
|
(8.1)
|
Exclude: Share based payments
expense
|
0.9
|
1.1
|
Bank EBITDA
|
40.2
|
41.0
|