TIDMTFW
RNS Number : 4059C
Thorpe(F.W.) PLC
11 October 2022
Results
for the year ended 30 June 2022
FW Thorpe Plc - a group of companies that de sign, manufacture
and supply professional lighting systems - is pleased to announce
its preliminary results for the year ended 30 June 2022.
Key points:
Continuing operations 2022 2021 Exc.
Zemper
Acquisition
------------------------------------------- --------- --------- ----------- ------------
Revenue GBP143.7m GBP117.9m 21.9% 9.9%
increase increase
Operating profit (before 2021 exceptional GBP24.7m GBP19.2m 28.5% 20.3%
item) increase increase
Profit before tax (before 2021 exceptional GBP24.1m GBP18.6m 29.8% 25.6%
item) increase increase
Profit before tax GBP24.1m GBP20.1m 19.7% 15.8%
increase increase
26. 5 23.1%
Basic earnings per share 17.16p 13.57p % increase increase
------------------------------------------- --------- --------- ----------- ------------
-- Total interim and final dividend of 6.15p (2021: 5.80p) - an increase of 6.0%
-- Final dividend of 4.61p (2021: 4.31p) - an increase of 7.0%
-- Strong revenue and orders growth across the majority of the Group
-- Solid operating profit growth despite challenges with
component supply and inflationary cost pressures
-- Zemper, acquired in October 2021, has been successfully integrated
-- Entered into a joint venture investment in Ratio Electric
-- Net cash generated from operating activities, despite
increasing stock levels, remained strong - GBP19.7m (2021:
GBP21.9m)
-- Solid start to 2022/23, with operating performance ahead of the start of last year
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) No 596/2014 (MAR) as supplemented
by The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)
("UK MAR").
For further information please contact:
FW Thorpe Plc
Mike Allcock - Chairman, Joint Chief Executive 01527 583200
Craig Muncaster - Joint Chief Executive, Group
Financial Director 01527 583200
Singer Capital Markets - Nominated Adviser
Steve Pearce /James Moat 020 7496 3000
Chairman's statement
Another year has passed without a return to a more stable
business climate, and with one crisis being replaced by another.
Nevertheless, I am again pleased to report that the Group has
increased its revenue and profitability (before and after the
effects of its acquisition of Zemper).
This positive performance is especially admirable considering
most companies in the Group suffered severe component shortages
throughout the financial year, hampering production output and
efficiency, and softening year-end results. Most Group companies
continue to face supply shortages, particularly for electronic
components and microchips, whilst having substantial order
books.
Component scarcities have inevitably affected the Group's
enviably high levels of customer service, but I hope the situation
is at last improving. In addition, of course, the Group is also
contending with significant cost inflation of materials, wages and
utilities.
The Annual Report and Accounts contains a more detailed
appraisal of each company's individual achievements and
challenges.
Group Results
Revenue increased by 22% to GBP144m, or by 10% excluding revenue
associated with the acquisition of Zemper. Operating profit
increased by 29% to GBP25m, or by 20% on a like-for-like basis
excluding the addition from Zemper and last year's exceptional
item. A 17% operating profit return on revenue is a good
achievement, under the circumstances, but the Board thinks that
improvements can be made, and all businesses are targeted to
improve.
A high proportion of growth within the Group is again
attributable to Thorlux Lighting in the UK and Famostar in the
Netherlands.
There was a notable downturn at TRT Lighting due to the lack of
a sizeable one-off project during the year and some factory
efficiency issues. TRT's order book has now returned to a good
level. A new operations director started at TRT in mid-August and
is addressing manufacturing performance.
Zemper made a solid start within the Group, despite facing
similar issues to other companies as referred to throughout this
report.
General Overview
All companies in the Group have significantly increased their
stock levels during the year - from a low point of GBP20m to GBP29m
on a like-for-like basis - to support their large order books as
well as to further mitigate the ongoing supply chain risk. It is
important that this stock is carefully managed to avoid overshoot
and obsolescence in coming months. Whilst stock has increased
significantly overall, it is rare for a fully populated bill of
materials to reach the assembly areas, causing the delays mentioned
and dampening Group performance as a whole.
Whilst order delivery lead times have increased dramatically,
for example at Thorlux Lighting, within the Group we are striving
to deliver on time where possible, notwithstanding the supplier
issues mentioned.
All companies have been affected by significant cost increases.
Whilst the intention has been to recover cost increases by making
selling price increases in a fair manner, some Group companies were
better than others in achieving this in a timely fashion. Within
the Group we need to be agile and react to market conditions, being
prepared to reverse price rises if the cost base changes again, as
well as driving through efficiency savings where practical.
Electrozemper S.A. (trading as Zemper) has settled nicely into
the Group. The timing of Zemper's financial reporting is now
aligned with that of the Group; consequently, only nine months of
its figures are included in this year's final results. The results
presented are dampened by the required acquisition accounting
adjustments. Technical teams from around the Group have embarked on
several synergy projects and some common sustainability and
circularity work. I hope this will improve productivity and enhance
margins too.
As mentioned in my interim report, in December 2021 the Group
purchased a 50% stake in Ratio Electric BV from the Netherlands - a
company that designs and manufactures electric vehicle chargers,
connecting leads and electrical wiring accessories. Figures for
Ratio are not included in the operating results of the Group, with
our share of profits included within profit before tax. Revenue
growth, as expected, has been significant, even though Ratio has
experienced component shortages like other companies. Profitability
has grown only slightly, but is in line with expectations due to
the investments required to develop the more high technology
chargers especially suited to the UK market and some of the Group's
commercial customers. Ratio now has a developing UK operation with
five employees, distribution and manufacturing space, and new
ranges of cloud-connected chargers which are targeted to be ready
in late autumn this year. These are exciting times for all
concerned.
FW Thorpe has successfully adapted to rapid changes in its
market in recent years, including the wholesale change to LED
technology, and now the change to wireless-enabled high technology
solutions that provide not only energy savings but many other
benefits such as energy and status reporting and data collection.
The Thorlux SmartScan system, for example, continues to mature and,
in my opinion, is the leading solution for the UK market and
beyond. The first-generation system was launched in 2016, and in
2019 won a Queen's Award for Enterprise in the Innovation category.
Generation 2 is now available, following successful site trials
over the last 12 months. The most recent system offers a raft of
new features to keep it ahead of the competition, and provides
customers with freedom to manage and communicate with their lights
in a much faster, more complete and even more robust way. The new
generation SmartScan system was developed in collaboration with
Thorlux's biggest customer and resulted in Thorlux winning the
lighting contract for one of the largest factories in Europe, in
central Germany. The majority of the software is developed in house
with Thorlux's own engineers and, as such, is now exclusively in
use in most Group companies.
The next challenge for FW Thorpe, which is certainly topical in
its industry, is the global one of sustainability. To that end,
within the Group we have a good head start, having commenced our
programme in 2010. In order to remain in a prime position, FW
Thorpe needs to continue to invest in greener solutions for its
factories, better sourcing and control of components, more
circularity to designs, and more energy efficient product
solutions. Apart from the well-publicised ongoing tree planting
projects, FW Thorpe will continue to roll out solar solutions for
its numerous factory roofs. Through good foresight and, probably,
fortunate timing, last year, before the energy crisis and
availability issues, FW Thorpe bought a further 3,000 large 2.094
by 1.038 metre PV panels at a cost of around GBP0.9m to cover the
roof of the main Thorlux facility in Redditch. These are in a
warehouse on standby for fitment. Prior to being able to mount them
to the 30-year-old roof, significant enabling works are being
completed - at a further cost of
GBP0.7m. At the time of writing, with such enormous rising
electrical costs, it is hoped that the panels will be commissioned
soon - hopefully they will be online around the time of this year's
AGM in November.
Efforts continue within the Group to improve companies'
sustainability credentials and move sooner towards Net Zero -
which, apart from being the right thing to do, will bring
commercial advantages. Initial third-party support and assessment
is now complete. I hope to be able to share the estimated CO(2) e
(total carbon footprint) number for the Group as a whole when the
Group is more certain of its direction. It has taken months of work
to collect and collate accounts for emissions from all Group
activities in scope 1, 2 and 3; the estimated CO(2) e number not
only includes emissions due to the Group's sales, manufacturing and
distribution activities, but also the emissions from the Group
going about its normal business - for example, including emissions
from the supply chain and from downstream use of products by
customers and the electrical energy the luminaires consume. To be
able to say the Group is Net Zero seems a distant dream, but every
watt saved in Group factories and saved by making its lights more
efficient is another watt that does not have to be reduced and
offset.
Apart from electrical energy consumption, sustainability
involves many other factors such as material selection, reduction,
re-use and recycling. Within the Group, all employees are involved:
they are being trained and developed, and receive a frequent
chairman's sustainability newsletter, with contributions from
around the Group; some employees have even been awarded with a 'Net
Zero Hero' tee shirt for special achievements. Many of the
efficiency gains in Group factories and at product level reduce
costs, make Group companies more successful at winning orders, and
improve the Group's reputation. For example, Thorlux was awarded
Manufacturer of the Year at the prestigious Lux Awards in 2020,
with specific mention of its tree planting and solar PV works in
the judges' comments.
Acquisition
I mentioned above that, following significant design and
engineering effort, the Group won a major German factory lighting
project, involving around 10,000 luminaires on the Thorlux
SmartScan generation 2 platform. The German customer for this
project, SchahlLED Lighting GmbH, has rapidly become the Group's
largest customer over the last 3 years or so. SchahlLED's
independent majority shareholder approached FW Thorpe to discuss
the sale of its shares; it was natural for FW Thorpe to have a keen
interest, as well as for SchahlLED's management to want to continue
to build on the trading relationship of the last few years.
Although members of the Board of FW Thorpe had planned for a few
years to be quieter on the acquisition front, we approached this
situation in both a defensive capacity to protect existing work,
but also in an opportunistic way, as we see good growth potential
in SchahlLED's business model of focusing on energy saving payback
projects, and think they could be adopted in some other
territories. So, I am pleased to announce that on 26 September
2022, FW Thorpe acquired an 80% shareholding in SchahlLED GmbH,
with the remaining shares to be acquired subject to performance
conditions over the next 3 years. FW Thorpe paid an initial
consideration from cash reserves, with the remaining shares
available in due course with certain earn-out conditions.
Last year, SchahlLED's revenue, which has grown rapidly in
recent years, was EUR15.9m, with an EBITDA of EUR2.8m. The company
has solid growth plans and will continue to focus on selling high
technology wireless lighting systems, in future supplied almost
exclusively by the Group.
Personnel
I would like to thank all Group employees for their dedication
and commitment throughout the financial year. All areas of the
business have been under significant pressure from dealing with the
current economic climate, including issues related to sourcing
difficulties and manufacturing capacity. Engineering teams have
faced the constant pressure of re-designs to accommodate
alternative components, and those facing customer service issues
have had their patience stretched. The diligence of Group employees
does not go unnoticed and is sincerely appreciated.
Dividend
Performance as a whole for the year to 30 June 2022 allows the
Board to recommend an increased final dividend of 4.61p per share
(2021: 4.31p), which gives a total for the year of 6.15p (2021:
5.80p excluding special dividend).
Outlook
The dramatic rising cost of energy is a catalyst for customers
to study their lighting energy consumption and look for ways to
reduce it. In the media there is often mention of turning lights
off to reduce usage, but of course commercially, in most cases,
doing so is simply not practical and may be dangerous. The whole
Group, and especially Thorlux, is focused on designing energy
saving products; therefore, I anticipate that orders should be
resilient if a recession becomes inevitable. Customers' energy
costs have trebled in some instances, which means investment
payback periods could be one third of those a year ago.
FW Thorpe has a broad portfolio of customers; those in
government or blue-chip industries have usually found the capital
to invest in their assets when times get more difficult.
Within the Group we have taken actions to cover rising costs: we
continually strive to achieve better margins without unfairly
penalising our customers, ensuring long term retention rates. We
strive for further efficiency improvements and have the cash to
invest in energy saving and sustainability projects.
The Group has started the financial year with a robust order
book and some healthy projects on the horizon. The Group sees an
improving supply and operations picture and, as such, the Board
expects a good first half performance despite ongoing pressures on
operating costs.
Mike Allcock
Chairman and Joint Chief Executive
11 October 2022
Consolidated Results
Consolidated Income Statement
For the year ended 30 June 2022
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------ ----- -------- --------
Continuing operations
Revenue 2 143,715 117,875
Cost of sales (80,440) (62,484)
------------------------------------------------ ----- -------- --------
Gross profit 63,275 55,391
------------------------------------------------ ----- -------- --------
Distribution costs (15,501) (13,598)
Administrative expenses (23,482) (22,855)
Other operating income 423 289
------------------------------------------------ ----- -------- --------
Operating profit (before exceptional item) 24,715 19,227
Exceptional item in respect of Lightronics fire - 1,566
------------------------------------------------ ----- -------- --------
Operating profit 2 24,715 20,793
Finance income 527 615
Finance expense (1,367) (1,267)
Share of profit of joint ventures 228 -
------------------------------------------------ ----- -------- --------
Profit before income tax 24,103 20,141
Income tax expense 3 (4,030) (4,329)
------------------------------------------------ ----- -------- --------
Profit for the year 20,073 15,812
------------------------------------------------ ----- -------- --------
Earnings per share from continuing operations attributable to
the equity holders of the Company during the year (expressed in
pence per share)
2022 2021
Basic and diluted earnings per share Notes pence pence
------------------------------------- ----- ------ ------
- Basic 8 17.16 13.57
- Diluted 8 17.13 13.52
------------------------------------- ----- ------ ------
Consolidated Statement of Comprehensive Income
For the year ended 30 June 2022
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------- ------ -------- --------
Profit for the year: 20,073 15,812
--------------------------------------------------------- -------- --------
Other comprehensive (expenses)/income
Items that may be reclassified to profit or loss
Exchange differences on translation of foreign
operations (268) (688)
--------------------------------------------------------- -------- --------
(268) (688)
Items that will not be reclassified to profit
or loss
Revaluation of financial assets at fair value
through other comprehensive income (57) 135
Actuarial gain on pension scheme 953 1,758
Movement on unrecognised pension scheme surplus (1,143) (1,940)
Taxation 14 (236)
--------------------------------------------------------- -------- --------
(233) (283)
-------------------------------------------------------- -------- --------
Other comprehensive expense for the year, net
of tax (501) (971)
--------------------------------------------------------- -------- --------
Total comprehensive income for the year 19,572 14,841
--------------------------------------------------------- -------- --------
Consolidated Statement of Financial Position
For the year ended 30 June 2022
2022 2021
Notes GBP'000 GBP'000
----------------------------------------------------------- ----- -------- --------
Assets
Non-current assets
Property, plant and equipment 5 33,818 28,251
Intangible assets 6 51,865 19,705
Investments in subsidiaries - -
Investment property 1,984 1,967
Financial assets at amortised cost 1,124 746
Equity accounted investments and joint arrangements 6,112 -
Financial assets at fair value through other comprehensive
income 3,470 3,764
Deferred income tax assets 120 -
----------------------------------------------------------- ----- -------- --------
Total non-current assets 98,493 54,433
----------------------------------------------------------- ----- -------- --------
Current assets
Inventories 32,758 20,389
Trade and other receivables 33,018 29,310
Financial assets at amortised cost 1,800 1,800
Short-term financial assets 7 5,079 23,603
Cash and cash equivalents 35,505 52,268
----------------------------------------------------------- ----- -------- --------
Total current assets 108,160 127,370
----------------------------------------------------------- ----- -------- --------
Total assets 206,653 181,803
----------------------------------------------------------- ----- -------- --------
Liabilities
Current liabilities
Trade and other payables (35,801) (39,198)
Financial liabilities (332) -
Lease liabilities (506) (226)
Current income tax liabilities (641) (1,040)
----------------------------------------------------------- ----- -------- --------
Total current liabilities (37,280) (40,464)
----------------------------------------------------------- ----- -------- --------
Net current assets 70,880 86,906
----------------------------------------------------------- ----- -------- --------
Non-current liabilities
Other payables (12,880) (78)
Financial liabilities (1,830) -
Lease liabilities (2,510) (435)
Provisions for liabilities and charges (2,536) (2,242)
Deferred income tax liabilities (4,264) (1,591)
----------------------------------------------------------- ----- -------- --------
Total non-current liabilities (24,020) (4,346)
----------------------------------------------------------- ----- -------- --------
Total liabilities (61,300) (44,810)
----------------------------------------------------------- ----- -------- --------
Net assets 145,353 136,993
----------------------------------------------------------- ----- -------- --------
Equity
Share capital 1,189 1,189
Share premium account 2,827 1,960
Capital redemption reserve 137 137
Foreign currency translation reserve 1,808 2,076
Retained earnings
----------------------------------------------------------- ----- -------- --------
At 1 July 131,631 122,686
Profit for the year attributable to the owners 20,073 15,812
Other changes in retained earnings (12,312) (6,867)
----------------------------------------------------------- ----- -------- --------
139,392 131,631
----------------------------------------------------------- ----- -------- --------
Total equity 145,353 136,993
----------------------------------------------------------- ----- -------- --------
Consolidated Statement of Changes in Equity.
For the year ended 30 June 2022
Foreign
Share Capital currency
Share premium redemption translation Retained Total
capital account reserve reserve earnings equity
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 1 July 2020 1,189 1,526 137 2,764 122,686 128,302
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Comprehensive income
Profit for the year to 30 June
2021 - - - - 15,812 15,812
Actuarial gain on pension scheme - - - - 1,758 1,758
Movement on unrecognised pension
scheme surplus - - - - (1,940) (1,940)
Revaluation of financial assets
at fair value through other
comprehensive income - - - - 135 135
Movement on associated deferred
tax - - - - (59) (59)
Impact of deferred tax rate
change - - - - (177) (177)
Exchange differences on translation
of foreign operations - - - (688) - (688)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total comprehensive income - - - (688) 15,529 14,841
Transactions with owners
Shares issued from exercised
options - 434 - - - 434
Dividends paid to shareholders 4 - - - - (6,631) (6,631)
Share based payment charge - - - - 47 47
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total transactions with owners - 434 - - (6,584) (6,150)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 30 June 2021 1,189 1,960 137 2,076 131,631 136,993
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Comprehensive income
Profit for the year to 30 June
2022 - - - - 20,073 20,073
Actuarial gain on pension scheme - - - - 953 953
Movement on unrecognised pension
scheme surplus - - - - (1,143) (1,143)
Revaluation of financial assets
at fair value through other
comprehensive income - - - - (57) (57)
Movement on associated deferred
tax - - - - 14 14
Exchange differences on translation
of foreign operations - - - (268) - (268)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total comprehensive income - - - (268) 19,840 19,572
Transactions with owners
Shares issued from exercised
options - 867 - - - 867
Dividends paid to shareholders 4 - - - - (12,079) (12,079)
Share based payment charge - - - - - -
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Total transactions with owners - 867 - - (12,079) (11,212)
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Balance at 30 June 2022 1,189 2,827 137 1,808 139,392 145,353
------------------------------------ ----- -------- -------- ----------- ------------ --------- --------
Consolidated Statement of Cash Flows
For the year ended 30 June 2022
2022 2021
Notes GBP'000 GBP'000
----------------------------------------- ----- -------- --------
Cash flows from operating activities
Cash generated from operations 9 24,789 25,726
Tax paid (5,049) (3,853)
----------------------------------------- ----- -------- --------
Net cash generated from operating
activities 19,740 21,873
----------------------------------------- ----- -------- --------
Cash flows from investing activities
Purchases of property, plant and
equipment (5,510) (2,932)
Proceeds from sale of property, plant
and equipment 423 290
Purchase of intangibles (2,366) (1,756)
Purchase of subsidiaries (net of
cash acquired) (14,625) -
Purchase of depositary receipts of
shares in subsidiaries (15,219) -
Purchase of investment property (36) -
Net sale of financial assets at fair
value through Other Comprehensive
Income 268 205
Investment in joint venture (4,958) -
Insurance proceeds re: property,
plant and equipment lost in fire - 3,057
Property rental and similar income 113 41
Dividend income 246 186
Net withdrawal/(deposit) of short-term
financial assets 18,524 (5,023)
Interest received 218 105
Net (issue)/receipt of loan notes (806) 59
----------------------------------------- ----- -------- --------
Net cash (used in)/received from
investing activities (23,728) (5,768)
----------------------------------------- ----- -------- --------
Cash flows from financing activities
Net proceeds from the issuance of
ordinary shares 867 434
Proceeds from loans 236 365
Repayment of borrowings (1,271) (958)
Payment of lease liabilities (535) (310)
Payment of lease interest (139) (39)
Dividends paid to Company's shareholders 4 (12,079) (6,631)
----------------------------------------- ----- -------- --------
Net cash used in financing activities (12,921) (7,139)
----------------------------------------- ----- -------- --------
Effects of exchange rate changes
on cash 146 (1,120)
----------------------------------------- ----- -------- --------
Net increase in cash in the year (16,763) 7,846
Cash and cash equivalents at beginning
of year 52,268 44,422
----------------------------------------- ----- -------- --------
Cash and cash equivalents at end
of year 35,505 52,268
----------------------------------------- ----- -------- --------
Notes
1 Basis of preparation
The consolidated and company financial statements of FW Thorpe
Plc have been prepared in accordance with UK adopted International
Accounting Standards and with the requirements of the Companies Act
2006 as applicable to companies reporting under those standards,
with future changes being subject to endorsement by the UK
Endorsement Board.
The financial statements have been prepared on a going concern
basis, under the historical cost convention except for the
financial instruments measured at fair value either through other
comprehensive income or profit and loss per the provisions of IFRS
9 and contingent consideration that is measured at fair value.
There are no other standards that are not yet effective that are
expected to have a material impact on the Group in the current or
future reporting periods and on foreseeable future
transactions.
The consolidated financial statements are presented in Pounds
Sterling, which is the Company's functional and presentation
currency, rounded to the nearest thousand.
The preparation of financial information in conformity with the
basis of preparation described above requires the use of certain
critical accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company's and
Group's accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates
are significant to the consolidated financial information, are
disclosed in the critical accounting estimates and judgements
section.
The Company has elected to take the exemption under section 408
of the Companies Act 2006 from presenting the Company income
statement.
The directors confirm they are satisfied that the Group and
Company have adequate resources, with GBP35.5m cash and GBP5.1m
short term deposits, to continue in business for the foreseeable
future, including the effect of increased costs caused by the
Ukraine and Russia conflict, where the Group has no sales, and
other global events. They have also produced a severe, but
plausible downside scenario that demonstrates that the Group could
cover its cash commitments over the following year from approving
these accounts. For this reason, they continue to adopt the going
concern basis in preparing the accounts.
The financial information set out in this document does not
constitute the statutory financial statements of the Group for the
year end 30 June 2022 but is derived from the Annual Report and
Accounts 2022. The auditors have reported on the annual financial
statements and issued an unqualified opinion.
2 Segmental Analysis
(a) Business segments
The segmental analysis is presented on the same basis as that
used for internal reporting purposes. For internal reporting FW
Thorpe is organised into eleven operating segments based on the
products and customer base in the lighting market - the largest
business is Thorlux, which manufactures professional lighting
systems for industrial, commercial and controls markets. The
businesses in the Netherlands, Lightronics and Famostar, are
material subsidiaries and disclosed separately as Netherlands
companies. The businesses in the Zemper Group are also material and
disclosed separately as the Zemper Group.
The seven remaining operating segments have been aggregated into
the "other companies" reportable segment based upon their size,
comprising the entities Philip Payne Limited, Solite Europe
Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux
Lighting L.L.C., Thorlux Australasia Pty Limited and Thorlux
Lighting GmbH.
FW Thorpe's chief operating decision-maker (CODM) is the Group
Board. The Group Board reviews the Group's internal reporting in
order to monitor and assess performance of the operating segments
for the purpose of making decisions about resources to be
allocated. Performance is evaluated based on a combination of
revenue and operating profit. Assets and liabilities have not been
segmented, which is consistent with the Group's internal
reporting.
Inter- Total
Netherlands Zemper Other segment continuing
Thorlux companies Group companies adjustments operations
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Year to 30 June 2022
Revenue to external customers 78,912 34,676 14,152 15,975 - 143,715
Revenue to other group
companies 5,171 377 - 5,794 (11,342) -
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Total revenue 84,083 35,053 14,152 21,769 (11,342) 143,715
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Depreciation and amortisation 3,378 1,043 1,525 1,045 - 6,991
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Operating profit 13,509 7,471 1,582 1,647 506 24,715
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Net finance expense (840)
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Share of profit of joint
ventures 228
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Profit before income
tax 24,103
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Year to 30 June 2021
Revenue to external customers 69,969 31,490 - 16,416 - 117,875
Revenue to other group
companies 3,304 290 - 5,238 (8,832) -
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Total revenue 73,273 31,780 - 21,654 (8,832) 117,875
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Depreciation and amortisation 3,509 1,182 - 973 - 5,664
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Operating profit (before
exceptional item) 11,694 5,402 - 1,722 409 19,227
Exceptional item in respect
of Lightronics fire - 1,566 - - - 1,566
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Operating profit 11,694 6,968 - 1,722 409 20,793
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Net finance expense (652)
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Profit before income
tax 20,141
------------------------------ -------- ----------- -------- ---------- ------------ -----------
Inter segment adjustments to operating profit consist of
property rentals on premises owned by FW Thorpe Plc, adjustments to
profit related to stocks held within the Group that were supplied
by another segment and elimination of profit on transfer of assets
between Group companies.
(b) Geographical analysis
The Group's business segments operate in four main areas, the
UK, the Netherlands, the rest of Europe and the rest of the World.
The home country of the Company, which is also the main operating
company, is the UK.
2022 2021
GBP'000 GBP'000
------------------ -------- --------
UK 83,242 74,363
Netherlands 30,323 28,879
Rest of Europe 27,344 12,499
Rest of the World 2,806 2,134
------------------ -------- --------
143,715 117,875
------------------ -------- --------
3 Income Tax Expense
Analysis of income tax expense in the year:
2022 2021
GBP'000 GBP'000
-------------------------------------------------- -------- ---------
Current tax
Current tax on profits for the year 4,717 4,128
Adjustments in respect of prior years (279) (564)
-------------------------------------------------- -------- ---------
Total current tax 4,438 3,564
-------------------------------------------------- -------- ---------
Deferred tax
Origination and reversal of temporary differences (408) 765
-------------------------------------------------- -------- ---------
Total deferred tax (408) 765
-------------------------------------------------- -------- ---------
Income tax expense 4,030 4,329
-------------------------------------------------- -------- ---------
The tax assessed for the year is lower (2021: higher) than the
standard rate of corporation tax in the UK of 19.00% (2021:
19.00%). The differences are explained below:
2022 2021
GBP'000 GBP'000
--------------------------------------------------------- -------- --------
Profit before income tax 24,103 20,141
--------------------------------------------------------- -------- --------
Profit on ordinary activities multiplied by the standard
rate in the UK of 19% (2021: 19%) 4,580 3,827
Effects of:
Expenses not deductible for tax purposes 329 1,077
Accelerated tax allowances and other timing differences (348) 238
Adjustments in respect of prior years (279) (564)
Patent box relief (812) (686)
Foreign profit taxed at higher rate 560 437
--------------------------------------------------------- -------- --------
Tax charge 4,030 4,329
--------------------------------------------------------- -------- --------
The effective tax rate was 16.72% (2021: 21.49%). Adjustments in
respect of prior years' relate to refunds received for prudent
assumptions on additional investment allowances and patent box
relief in the tax calculations.
The UK corporation tax rate of 19% (effective 1 April 2020) was
substantively enacted on 17 March 2020. The UK corporation tax rate
increase from 19% to 25% from 1 April 2023, was substantively
enacted in May 2021. Deferred tax assets and liabilities have been
calculated based on a rate at which they are expected to
crystalise.
In the Netherlands the rate of corporate income tax was
increased from 25% to 25.8%, this has resulted in an increase in
tax costs of GBP31,000. The recently announced intention in the UK
to reverse the decision to increase the corporation tax rate from
19% to 25% will reduce deferred tax liabilities by GBP303,000.
4 Dividends
Dividends paid during the year are outlined in the tables
below:
Dividends paid (pence per share) 2022 2021
--------------------------------- ----- ----
Final dividend 4.31 4.20
Special dividend (final) 2.20 -
Interim dividend 1.54 1.49
Special dividend (interim) 2.27 -
--------------------------------- ----- ----
Total 10.32 5.69
--------------------------------- ----- ----
A final dividend in respect of the year ended 30 June 2022 of
4.61p per share, amounting to GBP5,403,000 (2021: GBP5,028,000) is
to be proposed at the Annual General Meeting on 17 November 2022
and, if approved, will be paid on 25 November 2022 to shareholders
on the register on 28 October 2022. The ex-dividend date is 27
October 2022. These financial statements do not reflect this
dividend payable.
Dividends proposed (pence per share) 2022 2021
------------------------------------- ---- ----
Final dividend 4.61 4.31
------------------------------------- ---- ----
Special dividend - 2.20
------------------------------------- ---- ----
2022 2021
Dividends paid GBP'000 GBP'000
--------------------------- -------- --------
Final dividend 5,043 4,895
Special dividend (final) 2,574 -
Interim dividend 1,803 1,736
Special dividend (interim) 2,659 -
--------------------------- -------- --------
Total 12,079 6,631
--------------------------- -------- --------
2022 2021
Dividends proposed GBP'000 GBP'000
------------------- -------- --------
Final dividend 5,403 5,028
------------------- -------- --------
Special dividend - 2,567
------------------- -------- --------
5 Property, Plant and Equipment
Freehold Right-
land and Plant and of-use
buildings equipment assets Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ---------- -------- ----------
Cost
At 1 July 2021 22,094 27,662 895 50,651
Acquisition of subsidiary* 975 3,965 3,534 8,474
Additions 2,241 3,037 232 5,510
Disposals (1) (884) (303) (1,188)
Currency translation 45 15 (2) 58
------------------------------ ---------- ---------- -------- ----------
At 30 June 2022 25,354 33,795 4,356 63,505
------------------------------ ---------- ---------- -------- ----------
Accumulated depreciation
At 1 July 2021 4,638 17,345 417 22,400
Acquisition of subsidiary* 234 3,175 1,062 4,471
Charge for the year 600 2,703 456 3,759
Disposals - (714) (248) (962)
Currency translation 5 9 5 19
------------------------------ ---------- ---------- -------- ----------
At 30 June 2022 5,477 22,518 1,692 29,687
------------------------------ ---------- ---------- -------- ----------
Net book amount
------------------------------ ---------- ---------- -------- ----------
At 30 June 2022 19,877 11,277 2,664 33,818
------------------------------ ---------- ---------- -------- ----------
* Acquisition of subsidiary are the assets acquired from the
purchase of the Zemper companies.
Freehold Right-
land and Plant and of-use
buildings equipment assets Total
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------ ---------- ---------- -------- ----------
Cost
At 30 June 2020 23,552 26,933 856 51,341
Additions 133 2,435 364 2,932
Disposals (1,181) (1,548) (276) (3,005)
Transfers - - - -
Currency translation (410) (158) (49) (617)
------------------------------ ---------- ---------- -------- ----------
At 30 June 2021 22,094 27,662 895 50,651
------------------------------ ---------- ---------- -------- ----------
Accumulated depreciation
At 30 June 2020 4,362 15,955 450 20,767
Charge for the year 617 2,487 212 3,316
Disposals (283) (1,013) (221) (1,517)
Transfers - - - -
Currency translation (58) (84) (24) (166)
------------------------------ ---------- ---------- -------- ----------
At 30 June 2021 4,638 17,345 417 22,400
------------------------------ ---------- ---------- -------- ----------
Net book amount
------------------------------ ---------- ---------- -------- ----------
At 30 June 2021 17,456 10,317 478 28,251
------------------------------ ---------- ---------- -------- ----------
6 Intangible Assets
Development Brand Customer Fishing
Goodwill costs Technology name relationship Software Patents rights Total
Group 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Cost
At 1 July 2021 14,431 7,871 2,846 1,257 - 2,811 150 182 29,548
Acquisition
of subsidiary* 18,320 6,346 45 2,588 9,468 266 6 - 37,039
Additions - 2,096 - - - 267 3 - 2,366
Currency
translation 27 7 4 - (8) - - - 30
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 32,778 16,320 2,895 3,845 9,460 3,344 159 182 68,983
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Accumulated
amortisation
At 1 July 2021 241 4,415 2,179 1,006 - 1,852 150 - 9,843
Acquisition
of subsidiary* - 3,770 - - - 250 6 - 4,026
Charge for the
year - 1,820 308 262 465 358 - - 3,213
Currency
translation 11 4 8 5 8 - - - 36
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 252 10,009 2,495 1,273 473 2,460 156 - 17,118
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Net book amount
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2022 32,526 6,311 400 2,572 8,987 884 3 182 51,865
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
* Acquisition of subsidiary are the assets acquired from the
purchase of the Zemper companies, excluding goodwill.
Development Brand Customer Fishing
Goodwill costs Technology name relationship Software Patents rights Total
Group 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Cost
At 1 July 2020 15,116 7,357 3,000 1,323 - 2,573 150 182 29,701
Additions - 1,516 - - - 240 - - 1,756
Write-offs and
transfers - (964) - - - (5) - - (969)
Currency
translation (685) (38) (154) (66) - 3 - - (940)
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2021 14,431 7,871 2,846 1,257 - 2,811 150 182 29,548
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Accumulated
amortisation
At 1 July 2020 248 3,902 1,908 980 - 1,481 150 - 8,669
Charge for the
year - 1,508 373 74 - 373 - - 2,328
Write-offs and
transfers - (964) - - - (5) - - (969)
Currency
translation (7) (31) (102) (48) - 3 - - (185)
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2021 241 4,415 2,179 1,006 - 1,852 150 - 9,843
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
Net book amount -
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
At 30 June
2021 14,190 3,456 667 251 - 959 - 182 19,705
------------------ -------- ----------- ---------- -------- ------------- -------- -------- -------- --------
7 Short-Term Financial Assets
2022 2021
GBP'000 GBP'000
--------------------------- -------- --------
Beginning of year 23,603 18,580
Net (withdrawals)/deposits (18,524) 5,023
--------------------------- -------- --------
5,079 23,603
--------------------------- -------- --------
The short-term financial assets consist of term cash deposits in
sterling with an original term in excess of three months.
8 Earnings Per Share
Basic and diluted earnings per share for profit attributable to
equity holders of the Company
Basic earnings per share is calculated by dividing the profit
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the year,
excluding ordinary shares purchased by the Company and held as
treasury shares.
Basic 2022 2021
----------------------------------------------------- ----------- -----------
Weighted average number of ordinary shares in issue 116,953,866 116,511,580
----------------------------------------------------- ----------- -----------
Profit attributable to equity holders of the Company
(GBP'000) 20,073 15,812
----------------------------------------------------- ----------- -----------
Basic earnings per share (pence per share) total 17.16 13.57
----------------------------------------------------- ----------- -----------
Diluted 2022 2021
----------------------------------------------------- ----------- -----------
Weighted average number of ordinary shares in issue
(diluted) 117,209,308 116,938,189
----------------------------------------------------- ----------- -----------
Profit attributable to equity holders of the Company
(GBP'000) 20,073 15,812
----------------------------------------------------- ----------- -----------
Diluted earnings per share (pence per share) total 17.13 13.52
----------------------------------------------------- ----------- -----------
9 Cash Generated from Operations
Group
------------------------------------------------------
2022 2021
Cash generated from continuing operations GBP'000 GBP'000
------------------------------------------------------ -------- --------
Profit before income tax 24,103 20,141
Depreciation charge 3,759 3,316
Depreciation of investment property 19 20
Amortisation of intangibles 3,213 2,328
Profit on disposal of property, plant and equipment (197) (115)
Exceptional item in respect of Lightronics fire - (1,566)
Insurance proceeds re inventory lost in fire - 5
Insurance proceeds re other costs - 318
Net finance expense/(income) 855 652
Retirement benefit contributions in excess of current
and past service charge (190) (182)
Share of joint venture (profit)/loss (228) -
Share based payment charge - 1,429
Research and development expenditure credit (306) (289)
Effects of exchange rate movements (520) 1,114
Changes in working capital
- Inventories (8,986) 4,878
- Trade and other receivables (603) (7,287)
- Payables and provisions 3,870 964
------------------------------------------------------ -------- --------
Cash generated from operations 24,789 25,726
------------------------------------------------------ -------- --------
10 Business Combination
In October 2021, the Group acquired 63% of the share capital of
Electrozemper S.A., an emergency lighting specialist in Spain. The
company was acquired for an initial consideration of GBP19.9m
(EUR23.1m) with a deferred consideration of GBP1.0m (EUR1.1m)
payable during 2022. There is a fixed commitment to acquire the
remaining shares, based on current best estimates, a further
GBP16.3m (EUR18.9m) could be payable which is subject to future
performance conditions. Amounts recognised in respect of this
acquisition are:
EUR'000 GBP'000
Intangible assets 17,062 14,693
Property, plant & equipment 1,783 1,531
Right of use assets 2,872 2,472
Financial assets at amortised cost 90 77
Financial assets fair value OCI 36 31
Inventories 3,879 3,341
Trade and other receivables 3,035 2,618
Cash 6,143 5,290
Trade and other payables (3,339) (2,873)
Financial liabilities (2,957) (2,546)
Lease liabilities (3,084) (2,656)
Provisions for liabilities and charges (157) (136)
Deferred tax (3,465) (2,984)
------------------------------------------- ----------- -------
Total identifiable assets 21,898 18,858
Goodwill 21,273 18,320
------------------------------------------- ----------- -------
Total purchase consideration 43,171 37,178
------------------------------------------- ----------- -------
Total purchase consideration satisfied by:
Cash 23,125 19,915
Redemption liability 13,851 11,928
Deferred consideration 1,123 967
Contingent consideration 5,072 4,368
------------------------------------------- ----------- -------
Total consideration 43,171 37,178
------------------------------------------- ----------- -------
Net cash flow arising on acquisition
Cash consideration 23,125 19,915
Less cash in subsidiary acquired (6,143) (5,290)
------------------------------------------- ----------- -------
Cash outflow on acquisition 16,982 14,625
------------------------------------------- ----------- -------
A fair value exercise has been performed; the book value of all
assets and liabilities except for raw materials and warranties are
considered to represent fair value. For raw material inventories
and provisions for warranties, reductions of EUR0.4m (GBP0.3m) and
EUR0.1m (GBP0.1m) were to reflect slow moving stock lines and
potential customer claims, respectively.
Fair value of intangible assets was assessed and determined on
the basis of the technology, brand name and customer relationships
acquired. Technology was determined using an industry typical
royalty rate over an eight years period; brand name elements were
determined using an industry typical royalty rate over a ten years
period and customer relationships were determined using an industry
typical royalty rate over a fifteen years period, all discounted to
the present day.
The goodwill relates to the on-going level of profitability of
the business model, opportunity to sell existing Group products
into the Spanish and French markets, sale of Electrozemper products
in other markets and potential sourcing benefits for the Group
companies.
For the nine months to 30 June 2022 the Electrozemper companies
contributed EUR16.7m (GBP14.2m) to Group revenue and EUR0.8m
(GBP0.8m) to Group profit before tax for the current financial
year.
If the acquisition had occurred on 1 July 2021 the consolidated
pro-forma revenue and profit before tax for the year ended 30 June
2022 would have been GBP148.0m and GBP24.6m respectively. These
amounts have been calculated using the subsidiary's results and
adjusting them for:
-- differences in accounting policies between the Group and the subsidiary; and
-- The additional depreciation and amortisation that would have
been charged, assuming that the fair value adjustments to property,
plant and equipment and intangible assets had applied from 1 July
2021, together with the consequential tax benefits.
11 Events after the Statement of Financial Position date
In September 2022, FW Thorpe acquired 80% of the share capital
of SchahlLED Lighting in Germany, a turnkey provider of intelligent
energy saving lighting products for the industrial and logistics
sector. The acquisition is expected to enhance earnings per share
in the financial year ending 30 June 2023, solidifying our business
in Germany and providing further growth opportunities. FW Thorpe
has paid an initial consideration of EUR14.6m (circa GBP12.8m) and
could pay an additional amount to be determined by SchahlLED's
EBITDA performance in the year ending 30 June 2023. The initial
consideration has been funded from the Company's existing cash
reserves, these reserves and the cash generated from SchahlLED over
the next few years will fund the purchase of the remaining share
capital in the future.
On 12 September 2022, the Group paid the second tranche of
payments for the acquisition of Electrozemper S.A. totalling
EUR6.1m (GBP5.3m).
12 Cautionary statement
Sections of this report contain forward looking statements that
are subject to risk factors including the economic and business
circumstances occurring from time to time in countries and markets
in which the Group operates. By their nature, forward looking
statements involve a number of risks, uncertainties and future
assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could
cause actual results and outcomes to differ materially from those
expressed in or implied by the forward looking statements. No
assurance can be given that the forward-looking statements in this
preliminary announcement will be realised. Statements about the
Chairman's expectations, beliefs, hopes, plans, intentions and
strategies are inherently subject to change, and they are based on
expectations and assumptions as to future events, circumstances and
other factors which are in some cases outside the Company's
control. Actual results could differ materially from the Company's
current expectations. It is believed that the expectations set out
in these forward looking statements are reasonable but they may be
affected by a wide range of variables which could cause actual
results or trends to differ materially, including but not limited
to, changes in risks associated with the Company's growth strategy,
fluctuations in product pricing and changes in exchange and
interest rates.
13 Annual report and accounts
The annual report and accounts will be sent to shareholders on
14 October 2022 and will be available, along with this
announcement, on the Group's website (www.fwthorpe.co.uk) from 14
October 2022. The Group will hold its AGM on 17 November 2022.
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