TIDMTUNE

RNS Number : 0440J

Focusrite PLC

08 December 2022

Strictly Embargoed until 07.00, 8th December 2022

Focusrite plc

("Focusrite" "the Company" or "the Group")

Final Results for the Year Ended 31 August 2022

Focusrite plc (AIM: TUNE), the global music and audio products company, announces its Final Results for the year ended 31 August 2022.

Financial and operational highlights

 
                                        FY22    FY21     Change 
 Revenue (GBP million)                  183.7   173.9     +5.6% 
                                       ------  ------  ---------- 
 Gross margin %                         45.3%   48.4%   -3.1ppts 
                                       ------  ------  ---------- 
 Adjusted(1) EBITDA(2) (GBP million)    41.7    47.5     -12.2% 
                                       ------  ------  ---------- 
 Operating profit (GBP million)         28.7    35.8     -19.8% 
                                       ------  ------  ---------- 
 Adjusted(1) operating profit (GBP 
  million)                              34.7    41.4     -16.2% 
                                       ------  ------  ---------- 
 Basic earnings per share (p)           42.5    48.8     -12.9% 
                                       ------  ------  ---------- 
 Adjusted(1) diluted earnings per 
  share (p)                             52.0    57.5      -9.6% 
                                       ------  ------  ---------- 
 Total dividend per share (p)            6.0     5.2     +15.4% 
                                       ------  ------  ---------- 
 Net debt/cash(3) (GBP million)         (0.3)   17.6    -GBP17.9m 
                                       ------  ------  ---------- 
 
 

Revenue growth of 5.6% reflects organic constant currency(4) decrease of 2.8% more than offset by acquisitions and foreign exchange translation benefits. Organic growth reflects maintaining the majority of demand from COVID-19 and the benefit of new products

o Focusrite and Novation products down by -5.3% to GBP117.8 million (FY21: GBP124.4 million) reflecting strong retention of sales against COVID-19 period comparators. Growth of 17% compared to FY20.

o ADAM Audio revenue down by 25% to GBP17.8 million (FY21: GBP23.9 million) against the prior year due to now resolved supply issues impacting availability in the first half of the year as previously highlighted.

o Martin Audio grew by 56% to GBP31.9 million (FY21: GBP20.4 million), surpassing pre-COVID-19 levels with strong growth in live markets helped by the acquisition of Linea Research.

o Sequential grew by 206% to GBP16.2 million (FY21: GBP5.3 million), reflecting a partial year comparator. Organic constant currency(3) growth is 18% reflecting successful new product introductions.

-- Strong growth in our Rest of World region with Europe, Middle East and Africa and North America broadly stable.

-- Gross margin impacted by the one off duty benefit in the prior year, an inflationary cost environment, particularly high freight rates and increased component prices, partially offset by sales price increases.

-- Acquisition of Linea Research, a long term supplier of Martin Audio, completed in March 2022 for GBP12.3 million, and rights of the iconic Oberheim brand completed in May 2022 for GBP4.5 million.

-- Planned strong production levels throughout the year enabled us to rebuild stock levels prior to the 2022 holiday season, reflected in a year-end net debt balance (3) of GBP0.3 million (FY21: net cash GBP17.6 million)

   --            Launch of 22 new products across all brands throughout the year. 

-- Continued investment in people and systems to deliver on our strategy to be a Great Place to Work.

-- Final dividend of 4.15p recommended, resulting in 6.0p for the year, up 15% on prior year.

1 Comprising earnings adjusted for interest, taxation, depreciation and amortisation.

2 Adjusted for amortisation of acquired intangible assets, sale of trademark and other adjusting items

3 Net debt/cash defined as cash and cash equivalents, overdrafts and amounts drawn against the RCF including the costs of arranging the RCF

4 Organic constant currency growth. This is calculated by comparing FY22 revenue to FY21 revenue adjusted for FY22 exchange rates and the impact of acquisitions.

Commenting on the final year results Tim Carroll CEO, said:

" I am immensely proud of the Group's performance this past year: our leadership teams continue to prove they can meet both ordinary and extraordinary challenges head on and achieve strong results. Our content creation brands continue to experience healthy demand and our live and installed portfolio is back in full swing with the resurgence of live events. For the current year, our first quarter trading has finished in line with our expectations. Overall demand for the Group's portfolio of products has remained strong.

"We remain mindful of the current significant global economic and political challenges, as well as the ongoing cost pressures in the supply chain, but we have worked hard to build back our inventory position. This provides greater resilience against supply chain volatility and ensures we are able to meet demand as we head into the key holiday season in FY23.

"We have also introduced a number of measures to maintain margins, through pricing actions, refinement of our routes to market and ongoing review of our production costs. With new product launches across the product portfolio planned for FY23 and beyond we remain confident that the Group continues to have significant organic growth potential within our existing brands. In tandem, the Group has proven that it has the capability to successfully execute on its proactive M&A strategy, carefully considering potential acquisitions that are not only earnings enhancing, but can also add to our market potential, expand our R&D footprint, and add scale and dynamism to our business.

"All these factors combined leave us optimistic about our future prospects . "

Availability of Annual Report and Notice of AGM

The Annual Report and Accounts for the financial year ended 31 August 2022 and notice of the Annual General Meeting ("AGM") of Focusrite will be posted to shareholders by 4 January 2023 and will be available on Focusrite's website at www.focusriteplc.com.

Dividend timetable

The final dividend is subject to shareholder approval, which will be sought at Focusrite's AGM on 3 February 2023.

The timetable for the final dividend is as follows:

 
3 February 2023    AGM to approve the recommended final dividend 
12 January 2023    Ex-dividend Date 
13 January 2023    Record Date 
17 February 2023   Dividend payment date 
 

- ends -

Enquiries:

 
 Focusrite plc: 
 Tim Carroll (CEO)                           +44 1494 462246 
 Sally McKone (CFO)                          +44 1494 462246 
 Investec Bank plc (Nominated Adviser and 
  Joint Broker)                              +44 (0) 20 7597 5970 
 David Flin 
 Ben Farrow 
 William Brinkley 
 Charlotte Young 
 Peel Hunt LLP (Joint Broker)                +44 (0) 20 7418 8900 
 Paul Gillam 
 Michael Burke 
 James Smith 
 Belvedere Communications 
 John West                                   +44 (0) 203 008 6866 
 Llew Angus                                  +44 (0) 203 008 6867 
 

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 (MAR)

Notes to Editors

Focusrite plc is a global audio products group that develops and markets proprietary hardware and software products. Used by audio professionals and musicians, its solutions facilitate the high-quality production of recorded and live sound. The Focusrite Group trades under ten established brands: Focusrite, Focusrite Pro, Novation, Ampify, ADAM Audio, Martin Audio, Optimal Audio, Linea Research Sequential and Oberheim.

With a high-quality reputation and a rich heritage spanning decades, its brands are category leaders in the music-making and audio recording industries. Focusrite and Focusrite Pro offer audio interfaces and other products for recording musicians, producers and professional audio facilities. Novation and Ampify products are used in the creation of electronic music, from synthesizers and grooveboxes to industry-shaping controllers and inspirational music-making apps. ADAM Audio studio monitors have earned a worldwide reputation based on technological innovation in the field of studio loudspeaker technology. Martin Audio designs and manufactures performance-ready systems across the spectrum of sound reinforcement applications. Linea designs, develops, manufactures and sells market innovative professional audio equipment globally. Sequential designs and manufactures high end analogue synthesizers under the Sequential and Oberheim brands.

The Company has offices in four continents and a global customer base with a distribution network covering approximately 240 territories.

Focusrite plc is traded on the AIM market, London Stock Exchange.

Chairman's Report

Focusrite is unique as being the only global group of branded businesses in the music technology industry listed on the London Stock Exchange. It is therefore with great pride that I present this set of financial results, our eighth as a public company, and one in which we have once again made substantial progress.

We trace our origins back to 1989, and the foundation of Focusrite Audio Engineering Ltd., which is still the largest operating company in the Group. Our business has completely transformed and evolved since then, and now trades under ten established brands: Focusrite, Focusrite Pro, Novation, Ampify, ADAM Audio, Martin Audio, Optimal Audio, Sequential, Oberheim and Linea Research. Our brands are recognised as category leaders in the music-making, recording, live performance and electronic musical instrument industries. We have offices on four continents and a global customer base with a distribution network covering approximately 240 territories.

We have achieved success by pursuing our stated mission of growing both organically and through the acquisition of complementary brands that address similar market verticals.

Music technology encompasses several strands. Our original and core business under the Focusrite brand is that of Audio Interfaces, used by musicians of all abilities, amateur and professional, to record music using the computer as the medium. Focusrite has become the leading brand globally in this field.

We have added to Focusrite with musical instruments (Novation, Sequential and Oberheim synthesisers), loudspeakers for the recording studio (ADAM Audio) and live performance and installations (Martin Audio). Martin Audio has created a second brand, Optimal Audio, for installation in public spaces like bars, restaurants, and other areas where low operating expertise is available, but quality performance is expected. In the last year Martin Audio acquired Linea Research, the supplier of amplifiers to Martin Audio and a well-established and respected brand in its own right.

Within months of acquiring Martin Audio in 2019, the world was hit by COVID-19. With demand for Martin Audio's products impacted by the pandemic, Martin Audio's management did an outstanding job of managing costs and refocussing the business on the installation market where government mandated lockdowns were seen as presenting an opportunity for venue owners to invest in assets in public performance spaces and houses of worship and I am pleased to report that since the lifting of live music restrictions Martin Audio's business has prospered with demand for festivals and touring solutions and overall continuing to grow beyond pre-COVID levels.

Conversely, as many millions were forced into various lockdowns, Focusrite experienced a substantial uplift in demand globally for our interface and musical instrument products. As anticipated, demand and sales volumes for home creation solutions have reduced from the unprecedented high levels of demand during the peak of the pandemic but pleasingly remain materially ahead of pre COVID-19 pandemic levels. Many trade sources cite continued strong demand for streaming services and content creation, giving us confidence that this strong demand is sustainable.

The Focusrite Scarlett product range continues to be a standout success. This is a range of inexpensive, easy to set up and use, audio interfaces used by musicians and others to record digitally, which is how music is mostly recorded these days. By using our products, many musicians have rediscovered their passion and learned to record for the first time at home. Others, most notably podcasters, producers of content for radio, and voice actors in television and film who are now also able to work remotely, also use our technology at home. The change in working practices is now well established. It is also cost effective and flexible, compared with having to bring talent into a studio.

When sales of Scarlett rapidly increased during the lockdowns, our manufacturing partners in Malaysia and China stepped up to the challenge. Despite some supply chain challenges, notably with silicon chips, our operations management and our partners deftly managed the situation to ensure that we consistently met the demand. This was reflected in exceptional FY20 and FY21 performance. This sustained high level of demand is reflected in FY22 revenue, which is well above the pre pandemic levels of FY19, albeit not at those peak levels.

This demand has been further boosted by the successful acquisition and integration into the Group of Sequential, a classic American brand of synthesizers which in turn has acquired the Oberheim brand. Two hugely popular synthesizer brands under one roof, based in San Francisco, has enabled the company to meet all our expectations and more, for this acquisition.

After the pandemic boom, FY22 has been a year of restoring normality and stability. We have paid for our recent acquisitions with our existing cash reserves and maintained a largely unleveraged balance sheet. We have rebuilt our inventories, which were depleted during peak demand, achieved price increases to support Group margins, which have come under significant pressure, and since year end are finally seeing cost reductions in shipping. We are managing other inflationary impacts and have turned in a Group performance that is still significantly ahead of pre COVID results.

The outlook remains positive for the Group. We are continuing to invest in new product development in all our businesses to grow each of them to deliver increased market share objectives and seize new market opportunities. We are investing in new brands and businesses that fit our strategic objectives to build a truly great family of brands. This is an area where we employ a dedicated business development manager and to which I personally contribute through my network of contacts and recognition established over many decades working in the industry.

In January 2022 I formally stepped down from my executive role; I am today Non-executive Chairman of the Group, and I remain as committed as ever to the success of the Group. I am grateful to the skill and efforts of the entire executive leadership team, the business leadership teams and all our Group employees, who continue to be the driving force of our success.

Music will always play a vital role in our lives and despite the many macro-economic challenges we face, not least the consequences of the continuing conflict in the Ukraine for which we hope for a swift and peaceful conclusion, we look forward to a successful FY23.

Philip Dudderidge

Founder and Non-executive Chairman

CEO Statement

I am pleased to report our results for the financial year ended 31 August 2022. The Group has performed admirably during a period of unprecedented global challenges, once again delivering revenue growth and executing on its strategy of both organic growth and successful acquisitions, adding two new brands to our family: Oberheim and Linea Research.

FY22 saw some return to normality as the COVID-19 pandemic subsided and the resultant slow but steady return of the live sound business. Additionally, demand for content creation solutions continued to be steady over the year, compared to record high volumes in 2021 during the peak of worldwide lockdowns. Most pleasingly demand remains materially higher than at pre COVID-19 levels.

FY22 was not without its challenges, particularly in component supply issues; high freight costs; war in Europe; heightened signs of recession and an increased cost of living world-wide. Despite this the Group has fared well throughout the period, by leveraging the size and scale of our organisation to deftly negotiate component and freight costs, and by raising prices across most brands to partially mitigate margin impact. Importantly, the Group brought 22 new products to market, continued to invest in our infrastructure to support a global organisation, and further refined our routes to market approach.

Our employee base has grown to over 500 strong and is supported by a distribution network covering over 240 territories. Investing in our people is paramount to our success and we look wherever possible to promote from within, whilst also hiring top talent from around the world, across all divisions and brands.

Our key locations are in the UK (High Wycombe, Hertfordshire and London), Germany (Berlin), Hong Kong, Mexico, Australia and the US (Los Angeles, Nashville and San Francisco). Our employee base consists of an incredible group of passionate individuals, many accomplished musicians, DJs, audio engineers, live sound specialists and podcasters in their own right. The Group is fortunate to have so many employees who use our solutions in real world applications, bringing their feedback and experiences back into their work to continually improve our offerings.

Creating a great place to work is one of the core pillars for our growth strategy. The Group recruits and retains the top talent in our industry. We continue to invest in our employees with tactical training, an increased HR footprint, regular reviews, career advancement opportunities across the brands, biannual surveys, and consistent communication. This past year, we onboarded our first Group Head of People as well as a Head of HR for the US region. From our various employee surveys, we know our employees highly value Diversity and Inclusion (D&I) awareness, and champion green initiatives and charitable efforts inside our industry. The Group has made good strides in advancing all these causes, positioning itself to be an industry leader on these fronts.

Our Operations

The Group's portfolio of products is sold in approximately 240 territories across the Globe. We are acutely aware that the landscape in which customers want to purchase our solutions is ever evolving, which in turn presents us with new opportunities. Hence, we continue to refine our routes to market; utilising a combination of retailers and system integrators (online as well as bricks and mortar shops), regional distributors, and direct to end user via our own e-commerce platform and in-app sales.

Last year we sold over 1.5 million physical products and had over 1.3 million downloads of our various software titles. Across the Group, we launched 22 new products along with numerous updates to existing ranges. Our manufacturing approach is multifaceted, driven by the specific needs of each individual brand, with a mixture of manufacturing on site and mass production in China and Malaysia.

Our Markets

The Group's portfolio could be categorised into two, broad categories:

   --    Solutions that enable the creation of content - approx. 83% of FY22 revenue; and 
   --    Solutions that enable the reproduction of sound - approx. 17% of FY22 revenue 

hese two broad categories have distinct customers, routes to market and product specific technical requirements.

Most of our products across Focusrite, Focusrite Pro, Novation, Ampify, ADAM, Sequential and Oberheim are focused on Content Creation. These products are used by a wide range of customers for creating music and audio content: from absolute beginners, hobbyists to aspiring and seasoned professionals, many of them household names.

Martin Audio, Optimal Audio and Linea Research products are focussed on professional Audio Reproduction. These solutions offer best in class sound for small bands to the largest professional tours and festivals, and for permanent installations for bars, clubs, corporate, houses of worship, theatres and performance halls.

Each of the individual business units continue to focus on innovation, ensuring a robust roadmap of refreshes for current products whilst also introducing completely new solutions. Content creation and live sound reproduction workflows are constantly evolving, and the Group aims to lead the industry by spending considerable effort and resources in our various R&D efforts. Additionally, the Group has a very proactive stance towards M&A, carefully considering potential acquisitions that are not only earnings enhancing, but which can also expand our reach into existing and new markets, and enhance our R&D capability.

The Group is committed to learning as much as we can from our customers, actively collecting data during their on-boarding and user journey as they use our solutions. Additionally, we collate our own data with industry market sources to ensure that we are always on top of our customers' needs and buying behaviours. Greater detail on our markets and customer types is provided elsewhere in this report.

Operating review

Despite the numerous macroeconomic and global supply chain issues experienced this year, the Group still delivered top line growth and made considerable progress in restocking our distribution channels. We also progressed a number of initiatives across routes to market, and ESG, and invested in our employees and IT infrastructure across the Group. This investment, along with continued heightened freight and component costs in the year, resulted in an adjusted EBITDA below the record profits achieved in FY21, but still an admirable performance, given the factors cited above and well above FY20 and the last pre pandemic year of FY19.

Revenue for the Group was GBP183.7 million, up 5.6% from the previous year. Our Content Creation focused brands; finished the year roughly flat over the previous year, but this was against a very strong comparable in the previous year driven by the lockdown boost. ADAM Audio was materially impacted by component shortages that caused stock-outs on their very popular A Series mid-range monitors and consequently this impacted the release for the refresh on this line. This was partially offset by the full year effect and strong performance from Sequential which joined the Group in FY21. Looking forward to FY23, we expect to see recovery to more normal levels of performance at ADAM Audio.

Our Audio Reproduction brands, all witnessed strong growth, increasing 56% over prior year. This was primarily fuelled by the return of live events across the globe and the addition of Linea Research in March.

Purchase of Linea Research

Linea Research manufacturers professional power amplifiers and digital signal processors and joined the Group in March 2022. The acquisition has helped secure amplifiers for Martin Audio (which is a long-standing customer of Linea Research) during this critical time. This was achieved using the Group's considerable expertise in sourcing components thereby helping to shore up supply. Since joining the Group, Linea Research has significantly increased production to meet market demand that continues to grow, alongside further integration into the Group and investment in people to fuel continued growth for the future.

Linea Research significantly increases the total addressable market for the Group by having our own brand sales of professional electronics to the professional live and installed sound sector.

Purchase of Oberheim Brand

Oberheim Electronics was founded in 1969 and rose to prominence as a synthesizer producer throughout the 1970s. By the mid-80s, it had risen to prominence and powered the characteristic sound of hits like Jump by Van Halen, 1999 by Prince, and Flash by Queen, among many others.

Changing musical tastes combined with delays in introducing new products resulted in the Oberheim brand all but disappearing by the late 1980s, but the keyboards continued to be prized by collectors, with vintage instruments often fetching over $20,000 on the second-hand market.

Recognising this value and through our relationship with Tom Oberheim, the Group acquired all the IP and trademarks relating to Oberheim synthesisers in May 2022. Our strategy is to collaborate with Tom to bring to life an entire portfolio of Oberheim instruments, to expand our share of the synthesizer market and to offer an alternative that appeals beyond the core Sequential customer base. While it is early days on this journey, the market interest and positive feedback we have received, particularly regarding the recent launch of the OBX8 has been extremely encouraging and we look forward to our revival of this legendary brand.

Current economic challenges

As the pandemic began to subside, a number of challenges related to COVID-19 remained throughout the year. Additionally, as the year progressed new global macro factors have also added complexity and concern across our industry, like many others. As with previous years, the Group has met these challenges head on, working tirelessly to ensure a steady and reliable flow of products to our channel; protecting the well-being of our employees, and mitigating the impact of cost inflation on gross margin.

Component availability and pricing, as cited in last year's report, is an ongoing concern that virtually every manufacturer has had to deal with. During this past year, demand for silicon and wafers has continued to increase, causing lead times and pricing to remain at unprecedented levels. The Group has had to face leads times as long as 36 months as well as spot buys on the open market at exaggerated prices. We have benefited from placing early orders during the onset of COVID-19, resulting in most of the major components flowing in on a regular basis. However, we have encountered numerous occasions where shipments have not arrived on time, requiring us to look at even more elevated spot buys or the potential of stock outs in our channel. We continue to monitor and mitigate this issue rigorously, leveraging the size and scale of the Group's overall component needs to negotiate priority and better pricing.

Likewise, freight and logistics costs have also continued throughout last year at unprecedented high pricing levels, although we have seen reductions since year end. During the second half of last year, the Group did see some reduction on lead times as well as pricing, but these still finished the year materially higher than in previous years. Again, the Group has leveraged our scale to address this issue, and in addition, has negotiated with a number of major resellers to collect up their orders directly from China and thus take on the freight and duty cost themselves.

Beyond working on the above issues as a Group as opposed to individual brands, we also put through price increases throughout last year to help offset some of the gross margin impact. These price increases were calculated by looking at mid to long term forecasts on costs, price elasticity models for every category, and discount structures for our channel.

The Group has kept a watchful eye on rising global economic issues around inflation, cost of living, and the protracted war in Ukraine. Over the past few years, the Group has invested more into our IT infrastructure enabling us to monitor the current and projected future performance of our businesses better and thereby improving the speed and quality of our decision-making.

Brand overview

Focusrite and Focusrite Pro

Our Focusrite branded family of audio interfaces, Scarlett and Clarett, offer customers high quality solutions to capture and process audio. Across this past year, while demand levels were not as high as during the pandemic periods, demand for our audio interfaces has remained at steady levels, and materially up over pre pandemic volumes. Additionally, we have expanded our suite of FAST plug-ins, offering both perpetual licenses as well as rent to own schemes.

This past year, we introduced a new Focusrite branded suite of products focused on Podcasting. Podcasting is now a well established media form in its own right and with a massive following. There is a growing number of new podcasts every month, and in turn growing advertising revenue. To serve these customer's unique needs, we launched the Vocaster series in June 2022. These solutions have received rave reviews in both mainstream magazines such as the New York Times, Macworld and Forbes, as well as with key influencers and sites dedicated to Podcasting.

The Focusrite Pro suite of solutions provides professional audio engineers and facilities with the best quality audio in scalable systems that fit the need for any professional workflow. This year's performance continued to be impacted by component shortages leading to a decline in sales over the prior year. We expect supply to remain constrained in this area over the coming year.

Novation and Ampify

Electronic music, and its many genres, continues to grow and to democratise the art of music creation. This past year, we introduced three new products to our controller keyboard line: the Launchkey88, the FL Studio Mini and FLStudio 37. These new offerings offer more choices to musicians looking for tight integration with the world's most popular music creation software.

Ampify expands the Group's electronic music offerings into free to download iOS and cross-platform desktop solutions that allow anyone to experiment with and create high-quality soundtracks. Our iOS music creation app, Launchpad OS, is one of the most popular electronic music apps available. Over the past year, both offerings had 1.28 million downloads, with roughly 192,000 in-App purchases. Last year, we began monthly and annual subscription services for both platforms. This year the number of subscribers grew by 44% and the monthly recurring revenue grew by 51%.

ADAM Audio

ADAM Audio professional studio monitors are known internationally as one the most accurate and reliable suite of reference monitors available. 2022 has brought with it much anticipated product launches for ADAM Audio, most notably, the all new A Series. The A Series builds on and reinvents our industry standard AX models, trusted in thousands of studios across the globe. The A Series has been the largest launch in ADAM Audio's history, with a successful rollout of all five models and strong demand. Due to various component shortages and lockdowns during the first half, the A Series shipped much later than originally planned, with products not getting into the channel until late in the second half of the year. This resulted in a period of almost five months where supply of the old AX series was limited, and the new A Series was not available. Across all our brands, ADAM Audio was the most impacted from component issues, but we are pleased to report that supply and production are now flowing smoothly again. There is also more on the horizon as its portfolio roadmap has been reviewed and we aim to fulfill these plans with an expanded R&D team over the coming year.

Martin Audio

Martin Audio remains and has extended its lead as the UK's largest manufacturer of professional loudspeakers for both live and installed sound. Following the pandemic, FY22 was the first year that live performances returned in full force including some of the world's largest festivals such as BST Hyde Park and Glastonbury where Martin Audio graced the main stages once again. Major system sales of products capable of throwing 30 metres plus followed and brought a host of new rental partners to the Martin Audio fold. This was further supported by runaway sales of our flexible TORUS constant curvature system for throws of 15 - 30 metres, which won many plaudits and fans throughout the live sound community. Further refinement to our 3D system design software - Display3 - has been well received and has enabled rental partners to better understand the performance of our sound systems.

Installations which provided a bed rock of revenue in FY21 further accelerated in FY22, as much like live sound, people around the world ventured out in ever bigger numbers to re-experience venues for hospitality and entertainment. This meant a further increase in sales of ranges designed for up to 15m throws, most notably with our popular CDD and ADORN install ranges as well as fuelling yet further sales of TORUS.

"Supply-chain" was the watch word of the industry in 2022. Decisions taken during the height of the pandemic around long term relationships with suppliers contributed to Martin Audio being better placed than many as demand surged across the industry. Equally, this year the team has worked proactively to mitigate supply challenges, and this has helped with a continuity of supply against a backdrop of elevated demand.

Optimal Audio

Optimal Audio delivered meaningful revenue for the first time and reaffirmed the belief that the brand has a bright future targeting commercial audio sectors with electronics and speakers for throws up to 15 metres. This year the brand signed 50 distribution agreements, and added notable products including more ceiling and on-wall speakers as well as further enhancing its WebApp, seen as the key to the success of the eco-system approach of the brand.

In its first full year of trading Optimal Audio returned a small profit as we continue to invest in R&D for future growth in the commercial audio space.

Linea Research

In March of this year Linea Research, a long time supplier of amplifiers to Martin Audio joined the Focusrite family. Linea Research has begun to work closely with Martin Audio, to improve supply chain planning and robustness and to work collaboratively on new product ideas. Performance in the five months in which Linea Research has been part of the Group has exceeded expectations.

Sequential

This year concludes the first complete fiscal year with Sequential as a member of the Group. Sequential products continued to win awards from the industry, with Music Radar declaring Take 5 as its Best Hardware Synth of 2021, and Prophet-5 picking up the Award for Technical Achievement in the Musical Instrument Hardware category at the National Association of Music Merchants TEC Awards in June 2022.

Demand for analogue synthesizers continues to be strong and Sequential managed production and component inventory carefully throughout the year, avoiding any major interruptions to the continued supply of all existing products, from the entry-level Take 5 through to its higher-end models.

Tragically, Dave Smith, founder of Sequential and leader of the engineering team, died unexpectedly in May 2022. We pay tribute to the immense contributions he made to the art of synthesizer design and intend to carry his spirit of design innovation into the future. We offer our heartfelt condolences to his family, friends and colleagues.

Several members of the product team have stepped into expanded roles, and the company remains fully equipped to bring new products to market on time. The Sequential team expanded to 21 full-time team members, with approximately half of them engaged in research and development.

In May 2022, the Group added the Oberheim brand to its portfolio by acquiring all the IP and trademarks owned by Tom Oberheim. We launched the Oberheim OBX8 keyboard shortly afterwards. The Oberheim OBX8 was the culmination of a year-long design collaboration between Tom Oberheim and the Sequential team, and the acquisition and product together represent the welcome return of the iconic brand. With this second leading synthesizer brand, the Group can dramatically expand its market reach and appeal to a wider range of synthesizer buyers. We are at work on producing a full product line of Oberheim offerings.

The return of Oberheim was enormously exciting news within the industry. As Trent Reznor, Academy Award winner and creative force behind Nine Inch Nails, put it in a Forbes magazine article covering the revival of Oberheim: "The incredible Oberheim sound absolutely holds its own in the present." The new OBX8 product design won over many fans and became an immediate success. Our production capacity continues to be absorbed with fulfilling the heavy order interest.

We remain excited about the product roadmap and overall potential for these two legendary brands and plan multiple new products to drive growth throughout FY23 and beyond.

Routes to Market

The Group's routes to market strategy is constantly evolving. We are investing considerable time and resource in order to improve efficiency and margin in this area. We aim to ensure we are on top of customer buying behaviours, trends and opportunities in every region we service.

Our content creation brands utilise a combination of brick-and-mortar shops, e-tail focused resellers, distributors and our own direct to end user e-stores. Our audio reproduction channel includes rental companies, system integrators, distributors, and sales directly to end customers.

We continue to invest in people and infrastructure in local regions, allowing us to service our resellers and end users locally and in their own language. Most regions have their own demand generation teams, working with local artists and the community to ensure our products are represented and resonate with customers.

Regional review

The Group reports regional performance in three groups: North America, EMEA and Rest of World (comprising APAC and LATAM). Top line revenue numbers for North America and EMEA were flat year over year, with ROW growing at 30%.

North America

North America remains our largest region for the Group, accounting for 41% of total revenue in FY22. This past year, and coming off very high prior year comparatives, our Content Creation brands finished at 95% compared to the prior year. Our Audio Reproduction brands, coming off a very low base from lockdowns, had a very strong performance at 69% up over prior year. Our North American operations include sales and marketing, customer support, finance, and remote employees across product and engineering. Last year's creation of one unified team in the US has settled in well and allowed the group to continue to leverage the size and scale of our brands.

Europe Middle East and Asia (EMEA)

Europe remains our second largest region, comprising 38% of total revenue in FY22. Eight out of ten of the Group's brands are headquartered in Europe. As part of our route to market evolution, all our Content Creation brands now have a centralised sales and marketing team focused on the EMEA region. This new structure, formally started on 1 September 2022 will give us one unified team representing the totality of our Content Creation brands to our resellers.

We believe this structure will allow us to scale our demand generation efforts and work closer with our local resellers and distributors to ensure our brands are front of mind with their customers. Our Content Creation brands, coming off very high pandemic level comparisons and facing headwinds caused by the conflict in Ukraine and concerns about recession, still managed to turn in a good performance, finishing approximately 10% down when compared to the prior year. Our Audio Reproduction brands, coming off a low base during lockdowns, also turned in a strong performance, finishing the year 103% up on the prior year.

Rest of World (ROW)

The ROW region comprises Asia Pacific (APAC) and Latin America (LATAM). Overall, ROW represents 21% of the Group's total revenue in FY22, up 30% compared to the previous year and in line with our initiatives to grow this region. Our Content Creation brands had a strong year, finishing the year 38% up versus the prior year. This was partially due to the continued investment in the region. LATAM now has a team of eight people across the region for sales, marketing and support functions. For APAC, this past year saw the Group go direct in Australia, setting up our own logistics and warehouse to supply our Content Creation brands directly to the reseller channel.

Additionally, more localised content and demand generation efforts proved fruitful in both China and Japan, areas where the Group will continue to invest. For our Audio Reproduction brands, ROW finished the year 12% up versus the prior year. This was lower than the growth in other regions primarily due to ROW's live sound and installed business coming back much earlier in 2021 than in other regions.

Summary and Outlook

I am immensely proud of the Group's performance this past year: our leadership teams continue to prove they can meet both ordinary and extraordinary challenges head on and achieve strong results. Whilst there is still much well publicised uncertainty about global markets, we continue to see the strengths of our brands driving healthy demand across the entire portfolio. For the current year, our first quarter trading has finished in line with our expectations. Overall demand for the Group's portfolio of products has remained strong.

We remain mindful of the current significant global economic and political challenges, as well as the ongoing cost pressures in the supply chain, but we have worked hard to build back our inventory position. This provides greater resilience against supply chain volatility and ensures we are able to meet demand as we head into the key holiday season in FY23.

We have also introduced a number of measures to maintain margins, through pricing actions and ongoing review of our production costs. With new product launches across the product portfolio planned for FY23 and beyond we remain confident that the Group continues to have significant organic growth potential within our existing brands. In tandem, the Group has proven that it has the capability to successfully execute on its proactive M&A strategy, carefully considering potential acquisitions that are not only earnings enhancing, but can also add to our market potential, expand our R&D footprint, and add scale and dynamism to our business.

All these factors combined leave us optimistic about our future prospects.

Tim Carroll

Chief Executive Officer

Financial Review

Overview

Overall the Group has had a resilient year, delivering revenue growth of 5.6%, but the global macro headwinds have resulted in a decline in adjusted EBITDA of 12.2% and a decline of 9.6% in adjusted diluted earnings per share (EPS).

Income statement

 
                          2022                2022       2022       2021             2021       2021 
                          GBPm                GBPm       GBPm       GBPm             GBPm       GBPm 
------------------- 
                      Adjusted   Non-underlying(1)   Reported   Adjusted   Non-underlying   Reported 
                                                                                      (1) 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 Revenue                 183.7                   -      183.7      173.9                -      173.9 
 Cost of sales         (100.4)                   -    (100.4)     (89.8)                -     (89.8) 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 Gross profit             83.3                   -       83.3       84.1                -       84.1 
 Administrative 
  expenses              (48.6)               (6.0)     (54.6)     (42.7)            (5.6)     (48.3) 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 Operating profit         34.7               (6.0)       28.7       41.4            (5.6)       35.8 
 Net finance 
  income (expense)         1.9                   -        1.9      (0.8)                -      (0.8) 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 Profit before 
  tax                     36.6               (6.0)       30.6       40.6            (5.6)       35.0 
 Income tax 
  expense                (6.0)                 0.2      (5.8)      (6.9)              0.2      (6.7) 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 Profit for 
  the period              30.6               (5.8)       24.8       33.7            (5.4)       28.3 
-------------------  ---------  ------------------  ---------  ---------  ---------------  --------- 
 
 

(1) Non underlying costs and income as defined in note 2 and note 7 to the financial statements.

Revenue

Revenue for the Group grew 5.6% from GBP173.9 million to GBP183.7 million ; adjusting for acquisitions and constant currency this is an organic decline of 2.8%. Sequential was acquired at the end of April 2021 and FY21 included four months of revenue, Linea Research was acquired in March 2022 and FY22 includes six months of revenue.

The Euro average exchange rate was EUR1.18 (FY21: EUR1.14). Sterling has weakened against the US dollar from $1.36 in FY21 to $1.31 in FY22. This has increased reported revenue but the currency impact is broadly neutral at a gross profit level as the majority of cost of sales are also charged in US dollars.

 
                                                                                        FY21         FY22         FY22 
                       FY22          FY22          FY22       FY21         FY21     Constant      Revenue          OCC 
                    Revenue   Acquisition       Organic    Revenue     Exchange     Currency       Growth    Growth(1) 
-------------  ------------  ------------  ------------  ---------  -----------  -----------  -----------  ----------- 
 Focusrite             97.2                        97.2      102.1          1.5        103.6        -4.8%        -6.2% 
 Novation              20.6                        20.6       22.3          0.3         22.6        -7.6%        -8.9% 
 ADAM Audio            17.8                        17.8       23.8         -0.4         23.4       -25.2%       -24.0% 
 Martin Audio          31.9         (3.1)          28.8       20.4          0.3         20.7        56.4%        39.5% 
 Sequential            16.2        (10.0)           6.2        5.3            -          5.3       205.7%        17.9% 
-------------  ------------  ------------  ------------  ---------  -----------  -----------  -----------  ----------- 
 Total                183.7        (13.1)         170.6      173.9          1.7        175.6         5.6%        -2.8% 
-------------  ------------  ------------  ------------  ---------  -----------  -----------  -----------  ----------- 
 

(1) OCC (organic constant currency growth). This is calculated by comparing FY22 revenue to FY21 revenue adjusted for FY22 exchange rates and the impact of acquisitions.

Revenue growth of 5.6% for the full year has improved since the half year (HY22: -2.5% reported), with revenue in the second half of the year growing by 15.5% compared with the second half of FY21. Revenue in the second half was helped by improved component supply which was a significant issue in the previous 18 months, a strong dollar (with 41% of the Group's sales in North America), and the introduction of new products across several of our brands, in particular the new A Series in ADAM Audio and OB-X8 in Sequential, both of which have been launched to critical acclaim.

The Focusrite segment comprises the products used in the recording and broadcasting of music or voice, the primary ranges being Scarlett and Clarett, declined by 6.2% on an organic constant currency basis and 4.8% on an organic basis to GBP97.2 million (FY21: GBP102.1 million). Revenue for the Novation synthesizer and controller ranges decreased, on a reported and organic constant currency basis by 7.55% and 8.9% respectively to GBP20.6 million (FY21: GBP22.3 million). Both segments are against strong comparators, particularly during the first half of FY21, and included sales to rebuild stock in our channel to be ready for the forthcoming holiday season.

ADAM Audio makes studio monitors of the type used by many of the Group's customers. Revenue has reduced by 25% in the year (24% on an organic constant currency basis) to GBP17.8 million ( FY21: GBP23.8 million ). With the resolution of the problems experienced in the transition of the A Series range in the first half of the year, ADAM Audio's revenue strengthened in the second half to GBP9.4 million from GBP8.4million in the first half, and with the successful launch of the A series expects to see revenue improvements in the upcoming year.

Martin Audio has built on the growth seen in the first half of the year of 44% with full year reported revenue growth of 56% (39% on an organic constant currency basis reflecting the acquisition of Linea Research in March 2022) and with revenue of GBP31.9 million for the year, compared to GBP20.4 million in FY21. The resurgence in live sound following COVID-19 lockdowns has contributed to this growth, as has the extension of the Optimal range, now contributing GBP1 million to Martin Audio's overall sales.

Sequential also had a strong second half with growth of 82% leading to full year growth of reported revenue of over 200% (18% on an organic constant currency basis: FY21 includes only 4 months of sales from Sequential's acquisition in April 2021). The introduction of the OB-X8 Synthesiser in the final quarter of the year supported this growth, being the first of the new Oberheim products, following the acquisition of the Oberheim brand in May 2022.

 
                                                                                        FY21         FY22         FY22 
                      FY22          FY22          FY22       FY21          FY21     Constant      Revenue          OCC 
                   Revenue   Acquisition       Organic    Revenue      Exchange     Currency       Growth    Growth(1) 
------------  ------------  ------------  ------------  ---------  ------------  -----------  -----------  ----------- 
 North 
  America             74.5         (4.8)          69.7       74.6           2.4         77.0        -0.1%        -9.4% 
 EMEA                 70.1         (6.8)          63.3       69.3         (1.9)         67.4         1.2%        -6.1% 
 Rest of the 
  World               39.1         (1.5)          37.6       30.0           1.2         31.2        30.3%        20.5% 
------------  ------------  ------------  ------------  ---------  ------------  -----------  -----------  ----------- 
 Total               183.7        (13.1)         170.6      173.9           1.7        175.6         5.6%        -2.8% 
------------  ------------  ------------  ------------  ---------  ------------  -----------  -----------  ----------- 
 

(1) OCC (organic constant currency growth). This is calculated by comparing FY22 revenue to FY21 revenue adjusted for FY22 exchange rates and the impact of acquisitions.

North America represents 41% of the Group's revenue and saw negative 9% organic constant currency revenue decline, against a particularly strong FY21 COVID tailwind. Due to the strength of the dollar during the year reported revenue was broadly flat between years. Compared to FY20 the Group's revenue in this region is still ahead by 46% on a reported basis. Focusrite brands grew by 6% on a reported basis in the second half, with channel stock returning to levels in line with our service expectation, but against strong full year comparators, resulted in a full year decline of 5%. ADAM Audio's stock situation was particularly weak in this region, with reported revenue for the full year lower by 50%. This was more than offset by the exceptional growth for Martin Audio which grew by 56% for the full year on a reported basis.

EMEA, which represents 38% of Group revenue, grew marginally by 1.2% (-6.1% on an organic constant currency basis) to GBP70.1 million. This growth was led by Martin Audio, where sales more than doubled in this region for the year. Both Focusrite and ADAM Audio reported overall revenue decreases across the year, against strong comparators.

ROW comprises mainly APAC and LATAM and represents the remaining 21% of Group revenue. Revenue in ROW grew strongly by 30.3% (20.5% on an organic constant currency basis), with growth across the majority of our brands. This region was particularly strong for in APAC, as we continue to strengthen our local presence in these markets, launching our own distributor in Australia in December 2021, resulting in 55% reported revenue growth for the year for our Focusrite brands in this region.

Segment profit

Segment profit is disclosed in more detail in note 7 to the Group's financial statements 'Business Segments'. The revenue is compared with the directly attributable costs to create a segment profit. The only major change has been the inclusion of Linea Research upon acquisition and the inclusion of Focusrite and Focusrite Pro into one segment, reflecting the way these brands are now managed

Gross profit

In FY22, the gross margin was 45.3% down from 48.4% in FY21, which included a one-off benefit from US duty rebates of GBP1.5 million (0.9% points of margin). The remainder of the decline was principally due to the high freight rates and the increased costs from component spot buys experienced in the first half of the year continuing into the second half, with sea freight rates only recently starting to reduce to closer to pre pandemic levels. Going forward the Group is mindful of the current inflationary environment on costs, and whilst we seek to mitigate this through pricing, as we have done this year, we expect some impact from promotional pricing over the competitive holiday season, which may offset some of the benefits from lower freight.

Importantly, the gross margin remains higher than the historic pre COVID-19 levels of 42.2% in FY19. Since FY19 structural factors, such as improved routes to market, with more products being sold either directly to dealers rather than distributors or directly to the consumer together with focused cost and price management and, reducing royalties and tariffs, have successfully more than offset the increased costs of components such that margins have improved.

Administrative expenses

Administrative expenses consist of sales, marketing, operations, the uncapitalised element of research and development and central functions such as legal, finance and the Group Board. These expenses were GBP54.6 million, up from GBP48.4 million last year. These costs also include depreciation and amortisation of GBP7.0 million (FY21: GBP6.1 million), amortisation of acquired intangible assets, GBP5.1 million (FY21: GBP4.0 million) and non-underlying items, GBP0.9 million (FY21: GBP1.6 million), which are discussed further below. Excluding these items, administrative costs were GBP41.6 million (FY21: GBP36.6 million), an increase of GBP5.0 million over the prior year.

Acquisitions partially contributed to this increase with the annualisation of Sequential contributing GBP0.9 million and the inclusion of Linea Research a further GBP0.4 million. With the opening of markets travel and marketing costs have increased, although not to pre COVID levels, as teams adjust to a hybrid way of working, adding GBP1.5 million of cost this year. In addition, we have strengthened our IT infrastructure and a central team now supports all Group companies, with standard approaches to security and governance, and an agreed roll out plan for our Group ERP system, Oracle Netsuite.

We continue to invest in our product teams and local sales and marketing, with distribution now managed by a local team in Australia, the costs of which have been offset by increased gross profit in this market.

Adjusted EBITDA

EBITDA is a non-GAAP measure but it is widely recognised in the financial markets and it is used within the Group, as adjusted for non underlying items, as a key performance measure and as the basis for some of the incentivisation of senior management within the Group. Adjusted EBITDA decreased from GBP47.5 million in FY21 to GBP41.7 million in FY22. This was primarily as a result of the factors affecting costs and gross margin as described above.

 
                                               2022             2022       2022       2021             2021       2021 
                                               GBPm             GBPm       GBPm       GBPm             GBPm       GBPm 
---------------------------------------- 
                                           Adjusted   Non-underlying   Reported   Adjusted   Non-underlying   Reported 
----------------------------------------  ---------  ---------------  ---------  ---------  ---------------  --------- 
 Operating profit                              34.7            (6.0)       28.7       41.4            (5.6)       35.8 
 Add - amortisation of intangible assets        4.8              5.1        9.9        4.1              4.0        8.1 
 Add - depreciation of tangible assets          2.2                         2.2        2.0                -        2.0 
 EBITDA [1]                                    41.7            (0.9)       40.8       47.5            (1.6)       45.9 
----------------------------------------  ---------  ---------------  ---------  ---------  ---------------  --------- 
 

[1] EBITDA is defined as earnings before tax, interest, depreciation, and amortisation. Adjusted EBITDA includes items treated as non-underlying which are explained in note 15.

Depreciation and amortisation

Depreciation of GBP2.2 million (FY21: GBP2.0 million) is charged on tangible fixed assets on a straight-line basis over the assets' estimated useful lives. Amortisation on non-acquired intangibles is mainly charged on capitalised development costs, writing-off the development cost over the life of the resultant product. Development costs related to an individual product are written-off over a periods of between two years to ten years reflecting the different lifespans of the products across our brands. Normally, the capitalised development costs are greater than the amortisation, reflecting the continued investment in product development in a growing group of companies.

During FY22, capitalised development costs were GBP7.9 million (FY21: GBP4.9 million), compared with amortisation of GBP3.9 million (FY21: GBP3.5 million). As expected, our development costs have increased this year as the Group's R&D teams build out the future product roadmap, investing in the development of the new products launched during the year and we have begun to capitalise costs for Sequential, with GBP1.6 million being capitalised from this brand in the year. In addition, this year we acquired licences to utilise certain technologies which have added GBP1.7 million to intangible assets.

Non-underlying items

In FY22 the Group acquired Linea Research with associated acquisition costs relating to the transaction of GBP0.6 million (FY21: GBP0.7 million relating to Sequential acquisition). In addition, as part of the acquisition, the Group has agreed to pay employee bonuses if agreed gross profit targets to May 2023 are achieved. It is currently anticipated that these targets will be achieved and GBP0.1 million of non-underlying costs has been included for these bonuses, which will continue pro rata in FY23. Also included is GBP1.1 million (FY21: GBP0.8 million) relating to a bonus for Sequential employees, based on achieving gross profit targets to December 2022. These costs have been offset in FY22 by GBP0.8 million of income relating to the sale of a trademark. In FY21 a further GBP0.1 million of employee related costs related to restructuring has also been included in non-underlying costs. Non-underlying items also include amortisation of the intangible assets from acquisitions of GBP5.1 million (FY21: GBP4.0 million). This has increased due to the inclusion of amortisation on the Sequential and Linea Research brands. See note 7 to the financial statements.

Foreign exchange and hedging

Sterling has marginally strengthened against the euro between years, but has weakened more significantly against the US dollar.

 
 Exchange rates    2022   2021 
----------------  -----  ----- 
 Average 
 USD:GBP           1.31   1.36 
 EUR:GBP           1.18   1.14 
----------------  -----  ----- 
 
 Year end 
 USD:GBP           1.16   1.38 
 EUR:GBP           1.16   1.12 
----------------  -----  ----- 
 

Sterling has weakened against the average US dollar rate from $1.36 to $1.31. The US dollar accounts for 41% of Group revenue but over 80% of cost of sales so this has increased revenue but is neutral in terms of gross profit.

The Euro comprises approximately a quarter of revenue but little cost. The Group has continued entering into forward contracts to convert euro to sterling. The policy adopted by the Group is to hedge approximately 75% of the euro flows for the current financial year (year ended August 2022) and approximately 50% of the euro flows for the following financial year (FY23). In FY22, approximately three-quarters of euro flows were hedged at EUR1.13, and the average transaction rate was EUR1.18, thereby creating a blended exchange rate of approximately EUR1.14. In FY21, the equivalent hedging contracts were at EUR1.11, again close to the transactional rate of EUR1.14 and so creating a blended exchange rate of EUR1.12.

Finance income of GBP2.3 million (FY21: GBPnil million) includes a large gain from retranslation of US dollar balances within the Group, which is not expected to re occur.

Corporation tax

In FY22, the corporation tax charge totalled GBP5.7 million on reported profit before tax of GBP30.5 million, an effective tax rate of 18.9% (FY21: 19.3%). Adjusting for non-underlying items the effective tax rate is 16.2% (FY21: 17.0%) on adjusted profit before tax of GBP36.5 million. Going forward we expect the effective tax rate to remain broadly in line with the UK corporate tax rate.

Earnings per share

The basic EPS for the year was 42.5 pence, down 12.9% from 48.8 pence in FY21. This decrease is broadly in line with the reduction in operating profits, partially offset by the exchange gain in financial income due to an exceptionally strong dollar at year end. The alternative measure including the dilutive effect of share options, is the adjusted diluted EPS. This decreased by 9.6% from 57.5 pence in FY21 to 52.0 pence in FY22.

 
                         2022    2021    Change 
                        pence   pence         % 
---------------------  ------  ------  -------- 
 Basic                   42.5    48.8   (12.9)% 
 Diluted                 42.1    48.2   (12.7)% 
 Adjusted(1) basic       52.5    58.2    (9.8)% 
 Adjusted(1) diluted     52.0    57.5    (9.6)% 
---------------------  ------  ------  -------- 
 

1 Adjusted for amortisation of acquired intangible assets, sale of trademark and other adjusting items. See reconciliation note 2 to the financial statements

Balance sheet

 
                                         2022     2021 
                                         GBPm     GBPm 
-------------------------------------  -------  ------- 
 Non-current assets                      87.5     62.8 
 Current assets 
 Inventories                             48.3     20.8 
 Trade and other receivables             28.9     16.3 
 Cash                                    12.8     17.3 
 Current liabilities (including bank 
  loans)                                (54.2)   (25.6) 
 Non-current liabilities                (18.0)   (7.3) 
-------------------------------------  -------  ------- 
 Net assets                             105.3     84.3 
-------------------------------------  -------  ------- 
 

Non-current assets

The non-current assets comprise: goodwill of GBP1 3.7 million, other intangible assets of GBP 62.0 million and property, plant and equipment of GBP 10.9 million. The goodwill of GBP 13.7 million (FY21: GBP10.1 million) relates to acquisitions as follows: GBP0.4 million for Novation purchased in 2004, GBP 4.7 million for ADAM Audio purchased in July 2019, GBP2.4 million for Martin Audio purchased in December 2019, GBP 2.8 million for Sequential purchased in April 2021 and GBP 3.4 million for Linea Research purchased in March 2022.

The other intangible assets of GBP 62.0 million (FY21: GBP49.1 million ) consist mainly of capitalised research and development costs and acquired intangible assets relating to product development and brand. The capitalised development costs have a carrying value of GBP1 3.1 million (FY21: GBP9.1 million). This increase of GBP 4.0 million comprises the excess during the year of capitalised development costs (GBP 7.9 million) over the amortisation (GBP 3.9 million). The increase represents the ongoing investment in our product teams across the Group and the capitalisation of costs in Sequential this year. Approximately 65% of development costs are capitalised and they are amortised over the life of the relevant products.

Acquired capitalised development costs had a carrying value of GBP2 4.2 m illion (FY21: GBP21.0 million) at the end of the year, and had increased due to the inclusion of Linea Research's development costs of GBP 5.7 m illion and the retranslation impact of the Sequential acquired assets of GBP1.0 million less the annual amortisation charge of GBP3.5 million .

T he remaining intangible assets, totalling GBP 24.8 million (FY21 : GBP 1 9.1 million), include brands acquired as part of the acquisitions, to be amortised over ten years for ADAM Audio and 20 years for Martin Audio, 15 years for Sequential and nine years for Linea Research . In Ma y 2022 this year the Group purchased the Oberheim brands and trademarks from Tom Oberheim for GBP 4.5 m illion , with an initial payment of GBP1 million paid in May and the remainder in annual planned payments to FY2 8 . This replaces any future royalty payments and provides a home for Tom to work with our Sequential team to further develop the Oberheim product range.

Tangible assets have increased this year from GBP3.6 million at the end of FY21 to GBP10.9 million at the end of FY22 due to the recognition of two new property leases and the addition of the property acquired as part of Linea Research. Martin Audio has renewed its lease on its existing site for a further 10 years and Focusrite has a planned move to new offices in High Wycombe.

Working capital

At the end of the year, working capital was 19.9 % of revenue (FY21: 6.6 %). This planned increase arises from the Group rebuilding stock to historic norms to support customer demand, particularly ahead of the busy Thanksgiving and Christmas holiday season in 2022. In addition, the Group is holding higher than average levels of raw materials to ensure component supply is secure during FY23. Debtor balances are also high due to strong sales in the final quarter of the year, but as the Group has continued to place great emphasis on the timely collection of debts, this is expected to reduce during FY23. Creditors continue to be paid on time.

As we move to supply customers through more direct routes to market this has also led to an increase in inventory being directly held by the Group rather than by distributors . With the launch of our distributor in Australia in FY22 , we now hold GBP 2.0 m illion of stock in this market to supply our customers.

Cash flow

 
                                                                                     2022   2021 
                                                                                     GBPm   GBPm 
 Cash and cash equivalents at beginning of year                                      17.3   15.0 
 Foreign exchange movements                                                           0.7      - 
 Cash and cash equivalents at end of year                                            12.8   17.3 
--------------------------------------------------------------------------------  -------  ----- 
 Net (decrease)/increase in cash and cash equivalents (per Cash Flow Statement)     (5.2)    2.3 
 Change in bank loan                                                               (13.2)   11.9 
--------------------------------------------------------------------------------  -------  ----- 
 (Decrease)/increase in Net Cash                                                   (18.4)   14.2 
 Add back: equity dividend paid                                                       3.2    2.6 
 Add back: acquisition of business (net of cash acquired)                            10.9   13.9 
--------------------------------------------------------------------------------  -------  ----- 
 Free cashflow                                                                      (4.3)   30.7 
 Add back: non-underlying items                                                       0.9    0.8 
--------------------------------------------------------------------------------  -------  ----- 
 Underlying free cashflow(1)                                                        (3.4)   31.5 
--------------------------------------------------------------------------------  -------  ----- 
 

(1) Defined as cashflow before equity dividends, acquisition of subsidiary (net of cash acquired) and adjusting items.

In FY22, the net debt balance at the year-end was GBP0. 3 million (FY21: net cash GBP17. 6 million). The Group has a GBP40 million revolving credit facility (RCF) with HSBC and NatWest due to expire in December 2024. At the year end the Group had drawn down GBP13 .2 million of the RCF to fund the acquisitions of Linea Research and the Oberheim brand as well as our working capital rebuild.

The underlying free cash flow for the full year was a cash outflow of GBP 3.4 million (FY21: cash inflow of GBP3 1.5 million) leading to a year end net debt position of GBP0. 3 million (FY21: net cash GBP17. 6 million). Within this, the movement in working capital was an outflow of GBP 26.9 million (FY21: inflow of GBP1.7 million) , largely due to improvements in production and supply as the year progressed enabling a planned rebuild of our inventory levels. Capital investment this year totalled GBP 1 2.5 m illion (FY21: GBP 6.6 m illion ), of this GBP 8.4 m illion related to capitalised R&D reflecting the Group's ongoing commitment to product development. We expect this level of investment to continue into FY23 to support the Group's product roadmap. A further GBP1.0 million related to the cash impact of the acquisition of the Oberheim brand.

Dividend

The Board is proposing a final dividend of 4.15p pence per share (FY21 final dividend: 3.7 pence), which would result in a total of 6.0p pence per share for the year (FY21: 5.2 pence). This represents an adjusted earnings dividend cover of 8.7 times (FY21: 11.1 times).

Summary

The Group has once again delivered a robust financial performance, despite the prevailing global economic headwinds, and against very strong comparators. Much of the growth achieved during the COVID period has been maintained , and in some regions has continued to increase from this new, larger base. As planned, with production at record levels, FY22 has enabled us to rebuild our inventory in addition to increasing stock in our various channels, ready for the FY23 holiday season. In addition, we have added two new exciting brands to the Focusrite family, as well as delivering new products across all our existing brands , providing strong foundations for our future performance. We have a largely unleveraged balance sheet and are inherently highly cash generative . We have achieved price increases to support margins , and are managing other inflationary impacts to help support future growth.

Sally McKone

Chief Financial Officer

Principal Risks and Uncertainties

Risk management plays an important role in everything we do at Focusrite and its objective is to add the maximum sustainable value to all of our activities.

Overview

As with any business, we face risks and uncertainties especially as the business grows throughout the world. Effective risk management helps support the successful delivery of our strategic objectives. We have an established risk management framework to identify, assess, mitigate and monitor the risks we face as a business and help deliver a balance between risk and opportunity.

Risk Appetite

During the year we reviewed and amended our risk appetite and have set a clear scale for how we categorise and quantify risk. All business teams are responsible for identifying and assessing their risks, both current and emerging, and measuring them against the defined criteria, considering the likelihood of occurrence and the potential impact to the Group.

Risk Management

A principal risk is a risk or combination of risks that can seriously affect the performance, future prospects or reputation of the Group. This includes those risks that would threaten our business model, future performance, solvency or liquidity and are aligned to our strategic goals and priorities. Our principal risks have been determined and reviewed by the General Executive Committee and wider executive team and approved by the Board.

Risk Culture

The Board sets the risk culture for the business. Each risk has a single risk owner who is responsible for the monitoring and mitigation of that risk on an ongoing basis. The principal risks and their changes are reviewed by the General Executive Committee. Their involvement ensures that the importance of risk management flows throughout the Group and risk assessments are included in new projects, business cases and strategic planning.

Emerging Risks

We seek to identify changes in existing risks, whilst also ensuring that there is appropriate focus on emerging risks. The consequences of the COVID-19 pandemic, the war in Ukraine and the threat of a long-lasting global recession dominate the changing and emerging risks we face as a business. We continue to monitor inflationary pressures, the resilience of our supply chain, changes in both routes to market and the retailer landscape and our ability to attract, retain and motivate talent not only in order to try and predict emerging and changing risks but also to ensure that we have an appropriate mitigation plan in place.

In previous years we viewed climate change as an emerging risk but now it is a principal risk that is assessed and the consequences managed through our risk management process.

Current Focus

We monitor and update our principal risks during the year. In doing so, we assess changing and emerging risks and the progress of our risk mitigation plans.

We have reduced the risk associated with our intellectual property following implementation of the Group's brand protection program . As a result, this is no longer deemed a principal risk. In addition, the risk of a customer or the systems we rely on to support them failing is covered by the cyber risk and the new macro-economic risk categories.

Finally, the principal risk relating to COVID-19 has been removed, in line with the UK government's roadmap to living with COVID and as we have embedded the oversight and controls into our existing processes.

Risks in the Year Ahead

We will continue to embed the risk management approach into existing processes and ways of working to drive greater integration of risk management. We will work with risk owners to evolve and improve our approach to risk management and ability to manage uncertainties in the external environment.

We will continue to support the integration of the actions required to meet the requirements of the Task Force on Climate-Related Financial Disclosures (TCFD) into our risk management process.

Principal Risks

Our principal risks are those considered by the General Executive Committee to post the most potential threat to the smooth operation of the business. The table below (not in priority order) sets out our principal risks, a summary description of the risk, the connection with our strategy, and a summary of key controls in place to mitigate the impact should a risk come to fruition. Naturally risks change over time and so whilst the list is our current set of principal risks we see it as a live document. There will be unknown risks or risks currently assessed as less material, that may also have an adverse effect on the business in time.

 
 Principal risk/uncertainty           *    Mitigation 
 
 Business strategy development             Change v prior year and residual risk 
  and implementation à                  *    We have worked collaboratively with our contractual 
                                                  partners through the challenges of the past 12 months 
  As the world emerges from                       to strengthen our relationships. 
  the COVID-19 pandemic, 
  uncertainty remains and 
  therefore being able to                    *    We offer credit terms where necessary 
  implement our acquisition 
  strategy and our move to 
  direct to reseller remains 
  a strategic priority against              Impact on the business 
  a backdrop of strain on                    *    If our products fail to win customers our existing 
  the channel, in particular                      brands will weaken which means we may lose and/or not 
  retailers having financial                      win new customers. 
  difficulties. 
 
                                             *    This would also lead to reduced margin and pricing 
                                                  not keeping up with inflation and/or customer trends. 
 
 
 
                                            Risk Mitigation 
                                             *    We are increasing the different customer channels and 
                                                  markets in which we operate and continually monitor 
                                                  product performance and customer trends. 
                                     ------------------------------------------------------------------ 
 Product innovation á            Change v prior year and residual risk 
 
  The market for the Group's           Risk that our products fall out of favour 
  products remains characterised       with our customers if we do not adapt to 
  by continued evolution               changing needs, trends and demands and 
  in technology, evolving              as such 
  industry standards, frequent         we lose market share/revenue, in an increasingly 
  new competitive product              competitive market. 
  introductions and - particularly 
  in the post pandemic environment     Impact on the business 
  - changes in customer needs.          *    We have continued to develop and build our innovative 
  The Group invests in designing             product pipeline across our markets. 
  and developing products 
  that customers want to 
  buy, at appropriate price 
  points. Failure to meet              Risk mitigation 
  the design, quality and               *    We undertake continuous consumer and customer 
  value expectations will                    feedback into trends and insights in order to predict 
  quickly see customers turn                 trends and adapt our product offering accordingly. 
  away from our products. 
                                     ------------------------------------------------------------------ 
 Product Supply á                     Change v prior year and residual risk 
                                             *    The threat of scarcity of raw materials may result in 
  Due to the global supply                        the over purchase of such materials as and when 
  chain issues, risks to                          available in order to ensure the availability of 
  our ability to service                          materials for production. 
  customer demand are real 
  and present. 
                                             *    The cost increases arising from supply and 
                                                  transportation challenges remain a risk to the 
                                                  business. 
 
 
 
                                            Impact on the business 
                                             *    The unavailability of products that are essential for 
                                                  the Group to operate will have an impact on sales, 
                                                  cash flows and revenue. 
 
 
 
                                            Risk mitigation 
                                             *    The Group has continued to communicate regularly with 
                                                  key semi-conductor companies instead of via 
                                                  distributors and the appointment of a full-time 
                                                  sourcing manager has helped to ensure the 
                                                  availability of materials to the Group. 
 
 
                                             *    Where possible, the Group has also continued to make 
                                                  spot purchases of components in order to ensure their 
                                                  future availability. 
                                     ------------------------------------------------------------------ 
 Information security, data           Change v prior year and residual risk 
  privacy, business continuity          *    Investment in our cyber shields and efforts to 
  and cyber risks à                     support and drive employee awareness of phishing 
                                             attacks and how to respond appropriately have 
  The unencumbered availability              continued. 
  and integrity of the Group's 
  IT systems is ever critical 
  to successful trading . 
                                       Impact on the business 
  The threat of a cyber security        *    Disruption to our information systems may have a 
  breach or an unauthorised                  significant impact on our sales, cash flows and 
  or malicious attack is                     profits. 
  an ongoing and increasingly 
  sophisticated risk that 
  the Group believes would              *    A cyber security breach could lead to unauthorised 
  negatively impact its reputation.          access to, or loss of, personal and/or sensitive 
  Similarly, the inadvertent                 information. 
  processing of customer 
  or employee data in a manner 
  deemed unethical or unlawful 
  could result in significant          Risk Mitigation 
  financial penalties, remediation      *    The Group's business continuity plan has been 
  costs, reputational damage                 updated. 
  and/or restrictions on 
  our ability to operate. 
                                        *    Regular system and security patching is in 
 
 
                                        *    place including the use of vulnerability scanning to 
                                             identify security weakness. 
 
 
                                        *    We also run regular phishing campaigns to raise 
                                             awareness and such exercises are supported by 
                                             training and guidance. 
 
 
                                       -- 
                                     ------------------------------------------------------------------ 
 People á                             Change versus prior year and residual risk 
                                             *    The appointment of a full time Group Head of People 
  People are critical to                          and a dedicated talent manager has seen the number of 
  the Group's ability to                          vacancies and time to recruit reduce. 
  meet the needs of its customers 
  and end users and achieve 
  its goals as a business.                   *    See pages 48 and 49 within our Annual Report for our 
  This requires the retention                     Great Place to Work strategic pillar 
  of senior managers and 
  technical personnel as 
  well as on our ability 
  to attract, motivate and                  Impact on the business 
  retain highly qualified                    *    We continue to rely on key individuals to contribute 
  People.                                         to the success of the Group. We need our people to 
                                                  develop their skills in order to future proof the 
                                                  Group's business whilst being able to attract, retain 
                                                  and motive People. 
 
 
 
                                            Risk Mitigation 
                                             *    Employee surveys have been expanded across the Group 
                                                  and regular pulse surveys help ensure that Focusrite 
                                                  is a great place to work. 
 
 
                                             *    Sharing people resources across the Group creates 
                                                  opportunities for career development and promotion 
                                                  opportunities. 
 
 
                                             *    The Board consider succession planning, remuneration 
                                                  and the skills, diversity and experience of the 
                                                  Group's people to ensure there are plans for People's 
                                                  development. 
                                     ------------------------------------------------------------------ 
 Macroeconomic/Geopolitical           Change versus prior year and residual risk 
  conditions á                     *    Changing geopolitical situations, in particular the 
                                             effect of tensions in various parts of the world, 
  The effect of the difficult                have resulted in greater global volatility. 
  global macroeconomic situation, 
  rising cost inflation and 
  the ongoing impact of the 
  war in Ukraine is predicted          Impact on the business 
  to heavily impact FY23.               *    Political dynamics, which are outside of our control, 
  The broader global political               are driving economics which are likely to have a 
  situation with China is                    lasting effect on the global economy. 
  also something that we 
  monitor given our contract 
  manufacturing presence 
  there.                               Risk mitigation 
                                        *    We have continued to build scale and diversification 
                                             through our enhanced product offerings and expanded 
                                             geographic reach 
 
 
                                        *    Regular management reviews monitor financial results, 
                                             end markets, alternative product supply arrangements 
                                             and competitor behaviour. 
                                     ------------------------------------------------------------------ 
 Climate Change á                Change v prior year and residual risk 
                                        *    Significant work to prepare for TCFD, in particular, 
  Climate change is a multi-faceted          identifying and modelling the key climate risks and 
  risk to the business at                    opportunities has also been undertaken. 
  many levels. Failure to 
  deliver on climate change 
  initiatives, particularly             *    A number of key brands have switched to the use of 
  around the reduction in                    recycled materials. 
  the use of energy and carbon 
  within required timescales, 
  will have short, medium 
  and long-term climate change         Impact on the business 
  risks to residents, businesses        *    Reputational impact arising from the failure to 
  and infrastructure.                        adequately address societal concerns. 
 
 
                                        *    Reduced availability of raw materials could result in 
                                             price rises or interruptions to supply. 
 
 
                                        *    Less sustainable product and supply options impact 
                                             our market position 
 
 
 
                                       Risk mitigation 
                                        *    Systems to monitor and reduce the environmental 
                                             impact of our operations and ensure compliance with 
                                             environmental legislation are in place. 
 
 
                                        *    Managing our operations towards a low-carbon future 
                                             e.g. through the use of recycled materials in order 
                                             to sustain the longevity and prosperity of the 
                                             business. 
 
 
                                        *    Sustainability criteria is embedded throughout the 
                                             product design process in order to mitigate risks and 
                                             identify opportunities to deliver our Planet 
                                             objectives. 
 
 
                                        *    For information on our Planet objectives, see page 53 
                                             in our Annual Report. 
                                     ------------------------------------------------------------------ 
 

FORWARD - LOOKING STATEMENTS

Certain statements in this announcement are forward-looking. Although the Directors believe that their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

Consolidated Income Statement

For the year ended 31 August 2022

 
                                        Note         2022       2021 
                                                   GBP000     GBP000 
-------------------------------------  ------  ----------  --------- 
 Revenue                                  4       183,733    173,935 
 Cost of Sales                                  (100,453)   (89,805) 
-------------------------------------  ------  ----------  --------- 
 Gross Profit                                      83,280     84,130 
 Administrative Expenses                         (54,619)   (48,356) 
-------------------------------------  ------  ----------  --------- 
 Adjusted EBITDA (non-GAAP measure)                41,663     47,548 
 Depreciation and Amortisation          20,21     (6,991)    (6,133) 
 Adjusting items: 
 Amortisation of acquired intangible 
  assets                                          (5,116)    (4,013) 
 Other adjusting items                    7         (895)    (1,628) 
-------------------------------------  ------  ----------  --------- 
 Operating profit                                  28,661     35,774 
 Finance income                                     2,286         48 
 Finance costs                                      (398)      (784) 
-------------------------------------  ------  ----------  --------- 
 Profit before tax                                 30,549     35,038 
 Income tax expense                       8       (5,773)    (6,759) 
-------------------------------------  ------  ----------  --------- 
 Profit for the period from continuing 
  operations                                       24,776     28,279 
---------------------------------------------  ----------  --------- 
 
 Earnings per share 
-------------------------------------  ------  ----------  --------- 
 Basic (pence per share)                 10          42.5       48.8 
-------------------------------------  ------  ----------  --------- 
 Diluted (pence per share)               10          42.1       48.2 
-------------------------------------  ------  ----------  --------- 
 

The accompanying notes on pages 30 to 40 form part of these abbreviated financial statements.

Consolidated Statement of Comprehensive Income

For the year ended 31 August 2022

 
                                                   Note     2022      2021 
                                                           GBP000    GBP000 
------------------------------------------------  ------  --------  ------- 
 Profit for the period (attributable to equity 
  shareholders)                                             24,776   28,279 
 Items that may be subsequently reclassified to the income 
  statement 
 Exchange differences on translation of foreign 
  operations                                                 (486)    (726) 
 (Loss)/gain on forward exchange contracts                 (1,009)      445 
 Tax on hedging instrument                                     199     (85) 
--------------------------------------------------------  --------  ------- 
 Total comprehensive income for the period                  23,480   27,913 
--------------------------------------------------------  --------  ------- 
 

Consolidated Statement of Financial Position

As at 31 August 2022

 
                                          Note       2022       2021 
                                                   GBP000     GBP000 
---------------------------------------  -----  ---------  --------- 
 Assets 
 Non-current assets 
 Goodwill                                          13,728     10,054 
 Other intangible assets                   11      61,964     49,066 
 Property, plant and equipment                     10,870      3,646 
 Deferred tax assets                                  938          - 
---------------------------------------  -----  ---------  --------- 
 Total non-current assets                          87,500     62,766 
---------------------------------------  -----  ---------  --------- 
 Current assets 
 Inventories                                       48,340     20,749 
 Trade and other receivables                       28,520     14,775 
 Cash and cash equivalents                         12,758     17,339 
 Current tax asset                                    413        869 
 Derivative financial instruments                       -        716 
---------------------------------------  -----  ---------  --------- 
 Total current assets                              90,031     54,448 
---------------------------------------  -----  ---------  --------- 
 Current liabilities 
 Trade and other payables                        (36,348)   (23,673) 
 Other liabilities                                (1,641)      (774) 
 Current tax liabilities                          (1,066)          - 
 Provisions                                       (1,840)    (1,092) 
 Bank loan                                       (13,054)          - 
 Derivative financial instruments                   (293)          - 
 Total current liabilities                       (54,242)   (25,539) 
---------------------------------------  -----  ---------  --------- 
 Net current assets                                35,789     28,909 
 Total assets less current liabilities            123,289     91,675 
---------------------------------------  -----  ---------  --------- 
 Non-current liabilities 
 Deferred tax                                     (9,130)    (5,996) 
 Other liabilities                                (8,843)      (511) 
 Provisions                                             -    (1,069) 
 Bank loan                                              -        248 
 Total non-current liabilities                   (17,973)    (7,328) 
---------------------------------------  -----  ---------  --------- 
 Total liabilities                               (72,215)   (32,867) 
---------------------------------------  -----  ---------  --------- 
 Net assets                                       105,316     84,347 
---------------------------------------  -----  ---------  --------- 
 
 Capital and Reserves 
 Share capital                                         59         59 
 Share premium                                        115        115 
 Merger reserve                                    14,595     14,595 
 Merger difference reserve                       (13,147)   (13,147) 
 Translation reserve                              (1,015)      (529) 
 Hedging reserve                                    (293)        716 
 EBT reserve                                          (1)        (1) 
 Retained earnings                                105,003     82,539 
---------------------------------------  -----  ---------  --------- 
 Equity attributable to the owners of the 
  Company                                         105,316     84,347 
----------------------------------------------  ---------  --------- 
 Total Equity                                     105,316     84,347 
---------------------------------------  -----  ---------  --------- 
 

The financial statements were approved by the Board of Directors and authorised for issue on 8 December 2022. They were signed on its behalf by:

   Tim Carroll                                           Sally McKone 
   Chief Executive Officer              Chief Financial Officer 

Consolidated Statement of Changes in Equity

For the year ended 31 August 2022

 
                                                       Merger 
                     Share      Share     Merger   difference   Translation    Hedging        EBT   Retained 
                   capital    premium    reserve      reserve       reserve    reserve    reserve   earnings     Total 
                    GBP000     GBP000     GBP000       GBP000        GBP000     GBP000     GBP000     GBP000    GBP000 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Balance at 1 
  September 
  2020                  58        115     14,595     (13,147)           197        220        (1)     54,861    56,898 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Profit for the 
  period                 -          -          -            -             -          -          -     28,279    28,279 
 Transfer of 
  reserve                -          -          -            -             -         51          -       (51)         - 
 Other 
  comprehensive 
  income                 -          -          -            -         (726)        445          -       (85)     (366) 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Total 
  comprehensive 
  income                 -          -          -            -         (726)        496          -     28,143    27,913 
 Transactions 
  with 
  shareholders           1          -          -            -             -          -        (1)          -         - 
 Share based 
  payments 
  deferred 
  tax deduction          -          -          -            -             -          -          -        786       786 
 Share based 
  payments 
  current 
  tax deduction          -          -          -            -             -          -          -        690       690 
 EBT shares 
  issued                 -          -          -            -                                   1        660       661 
 Share-based 
  payments               -          -          -            -             -          -          -        632       632 
 Shares 
  withheld 
  to settle tax 
  obligations            -          -          -            -             -          -          -      (739)     (739) 
 Premium on 
  shares 
  in lieu of 
  bonuses                -          -          -            -             -          -          -         60        60 
 Dividends paid          -          -          -            -             -          -          -    (2,554)   (2,554) 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Balance at 31 
  August 2021           59        115     14,595     (13,147)         (529)        716        (1)     82,539    84,347 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Profit for 
  the period             -          -          -            -             -          -          -     24,776    24,776 
 Other 
  comprehensive 
  income                 -          -          -            -         (486)    (1,009)          -        199   (1,296) 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 Total 
  comprehensive 
  income                 -          -          -            -         (486)    (1,009)          -     24,975    23,480 
 Share based 
  payments 
  deferred 
  tax deduction          -          -          -            -             -          -          -    (1,131)   (1,131) 
 Share based 
  payments 
  current 
  tax deduction          -          -          -            -             -          -          -        723       723 
 EBT shares 
  issued                 -          -          -            -             -          -          -        674       674 
 Share-based 
  payments               -          -          -            -             -          -          -      1,120     1,120 
 Shares 
  withheld 
  to settle tax 
  obligations            -          -          -            -             -          -          -      (865)     (865) 
 Premium on 
  shares in 
  lieu 
  of bonuses             -          -          -            -             -          -          -        202       202 
 Dividends paid          -          -          -            -             -          -          -    (3,234)   (3,234) 
--------------- 
 Balance at 
  31 August 
  2022                  59        115     14,595     (13,147)       (1,015)      (293)        (1)    105,003   105,316 
---------------  ---------  ---------  ---------  -----------  ------------  ---------  ---------  ---------  -------- 
 

Consolidated Cash Flow Statement

For the year ended 31 August 2022

 
                                                        2022       2021 
                                               Note    GBP000     GBP000 
 Operating activities 
 Profit for the financial year                         24,77 6     28,279 
 Income tax expense                             8        5,773      6,759 
 Net interest                                          (1,888)        736 
 Loss on disposal of PPE                                   2 4          4 
 Loss on disposal of intangible assets                    10 5        498 
 Gain on sale of trademark                               (830)          - 
 Amortisation of intangibles                             9,883      8,126 
 Depreciation of PPE                                     2,223      2,022 
 RDEC Credit                                             (369)          - 
 Share-based payments charge                             1,313        973 
--------------------------------------------  -----  ---------  --------- 
 Operating cashflow before movements 
  in working capital                                   41, 010     47,397 
 (Increase) decrease in trade and other               (1 2,316 
  receivables                                                )      3,533 
 (Increase) in inventories                            (27,591)    (1,023) 
 Increase (decrease) in trade and other 
  payables                                              12,988      (773) 
--------------------------------------------  -----  ---------  --------- 
 Operating cash flows before interest 
  and tax                                               14,091     49,134 
 Net interest                                          (3 30 )      (311) 
                                                       ( 3,380 
 Income tax paid                                             )    (9,741) 
--------------------------------------------  -----  ---------  --------- 
 Cash generated by operations                           10,381     39,082 
 Net foreign exchange movements                        (1,918)      (566) 
--------------------------------------------  -----  ---------  --------- 
 Net cash from operating activities                      8,463     38,516 
 Investing activities 
                                                       (1,0 45 
 Purchase of property, plant and equipment                   )    (1,126) 
                                                       (3, 095 
 Purchase of intangible assets                               )      (591) 
                                                       ( 8,368 
 Capitalised R&D costs                                       )    (4,894) 
 Proceeds from disposal of intangible 
  assets                                                   830          - 
 Acquisition of business, net of cash 
  acquired                                            (10,923)   (13,948) 
--------------------------------------------  -----  ---------  --------- 
                                                      (2 2,601 
 Net cash used in investing activities                       )   (20,559) 
 Financing activities 
 Proceeds from loans and borrowings                     13,228      7,353 
 Repayments of loans and borrowings                          -   (19,335) 
 Payment of lease liabilities                          (1,168)    (1,057) 
 Equity dividends paid                                 (3,234)    (2,554) 
--------------------------------------------  -----  ---------  --------- 
 Net cash used in financing activities                  8,82 6   (15,593) 
 Net (decrease) increase in cash and                   ( 5,312 
  cash equivalents                                           )      2,364 
 Cash and cash equivalents at the beginning 
  of the year                                           17,339     14,975 
 Foreign exchange movements                                731          - 
--------------------------------------------  -----  ---------  --------- 
 Cash and cash equivalents at the end 
  of the year                                           12,758     17,339 
--------------------------------------------  -----  ---------  --------- 
 

Notes to the Final Results

For the year ended 31 August 2022

   1.   BASIS OF PREPARATION 

The financial information set out above does not constitute the company's statutory accounts for the years ended 31 August 2022 or 2021 but is derived from those accounts. Statutory accounts for 2021 have been delivered to the registrar of companies, and those for 2022 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006

Going concern assumption

The Board of Directors has a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence and meet their liabilities as they fall due for a period of at least 12 months from the approval of these financial statements ('the going concern period'). Accordingly, the financial statements have been prepared on a going concern basis.

The Group meets its day-to-day working capital requirements from cash balances and a revolving credit facility of GBP40.0 million which is due for renewal in December 2024. The availability of the revolving credit facility is subject to continued compliance with certain covenants.

The Directors have prepared projected cash flow forecasts for the going concern period. These forecasts include a severe but plausible downside scenario, which includes potential impacts from risks identified from the business including

-- Loss of or reduction in key revenue streams

-- Recessionary impact of reduction in revenue and margin across revenue streams.

-- Loss of key distribution contracts

Whilst climate change is considered to bring both risks and opportunities to the Group, as outlined in our ESG section on pages 46 to 60 in our Annual Report , we do not consider there to be a significant quantifiable risk in the short term, other than the potential loss of a distributor due to the increasing likelihood of extreme weather events, and this is included as one of scenarios. Component supply is still considered to be a risk, although the situation is improving. Our first scenario, the loss of key revenue streams, considers the impact of being unable to supply a major product group.

The base case covers a period of at least 12 months from the date of signing and includes demanding but achievable forecast growth. The forecast has been extracted from the Group's FY23 budget and three-year plan for the period from September 2024 to August 2026.

Key assumptions include:

-- Future growth assumptions consistent with those recently achieved by the business and adjusted for the annualisation of recent acquisitions. Working capital requirements in line with historic trends

   --    Continued investment in research and development in all areas of the Group. 
   --    Dividends consistent with the Group's dividend policy 
   --    No additional investment in acquisitions in the forecast period 
   --    Interest rates in line with those prevailing as at 31 August 2022 
   --    Foreign exchange rates in line with those prevailing as at 31 August 2022 

Throughout the period the forecast cash flow information indicates that the Group will have sufficient cash reserves and headroom on the loan facility to continue to meet its liabilities throughout the forecast period.

The Directors have modelled severe but plausible downside scenarios of the three risks identified above, including the Group experiencing all three downsides simultaneously. This model assumes that purchases of stock would, in time, reduce to reflect reduced sales, if they occurred. The Group would also respond to a revenue shortfall by taking reasonable steps to reduce overheads within its control. In this scenario, a draw down from the loan facility of an average of GBP30 million for a period of 8 months is expected, however the Group would be expected to remain well within the terms of its loan facility with the leverage covenant (net debt to adjusted EBITDA) in the period not exceeding the maximum of -2.5x.

Separately, the Directors estimate that if the Group were to experience a shortfall in revenue of greater than 30% permanently from the start of the forecast period, debt and leverage could rise to the upper limits allowed by the banking covenants by June 2023. This scenario includes consequential reductions in the purchases of stock and overheads. As an additional measure, the Directors could also cancel the dividend.

However, the Directors' view is that any scenario of a revenue shortfall of greater than the severe yet plausible scenario above is not realistic.

In practice, the Group is still currently experiencing high levels of consumer registrations and customer demand, and therefore the revenue levels have been maintained at expected levels since year end. The Group has continued to invest in stock prior to the holiday season, with the Group's net debt balance reducing from net position of GBP0.3 million reported at year end to approximately net debt of GBP10 million at 5 December 2022, which is expected to improve following the upcoming 2022 holiday season. As a result the Directors are confident that the Group and Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

   2    ALTERNATIVE PERFORMANCE MEASURES ('APMs') 

The Group has applied certain alternative performance measures ('APMs') within these financial results. The APMs presented are used in discussions with the Board, management and investors to aid the understanding of the performance of the Group. The Group considers that the presentation of APMs allows for improved insight to the trading performance of the Group. The Group consider that the term 'Adjusted' together with an adjusting items category, best reflects the trading performance of the Group.

Adjusting items are those items that are unusual because of their size, nature or incidence, and are applied consistently year on year. The Directors consider that these items should be separately identified within their relevant income statement category to enable full understanding of the Group's results. Items included are acquisition costs, earnout payable to employees of acquired businesses, profit on sale of trademarks and restructuring costs.

The following APMs have been used in these financial results:

-- Organic constant currency growth - this is calculated by comparing FY22 revenue to FY21 revenue adjusted for FY22 exchange rates and the impact of acquisitions. As shown in the Financial Review.

-- Adjusted EBITDA - comprising earnings adjusted for interest, taxation, depreciation, amortisation and adjusting items. This is shown on the face of the income statement.

-- Adjusted operating profit - operating profit adjusted for adjusting items. See reconciliation below

-- Adjusted earnings per share ('EPS') - earnings per share excluding adjusting items. See reconciliation below

-- Free cash flow - net decrease in cash and cash equivalents excluding net cash used acquisitions, movements on the bank loan and dividends paid. See reconciliation below.

-- Underlying free cash flow - as free cash flow but adding back adjusting items. See reconciliation below

-- Net debt - comprised of cash and cash equivalents, overdrafts and amounts drawn against the RCF including the costs of arranging the RCF.

 
                                                          Adjusted    Adjusted Diluted 
                                              Adjusted    Operating     Earnings Per 
 Profit definitions                            EBITDA      Profit           Share 
                                             ---------  -----------  ----------------- 
 Reported: 
      Operating Profit                          28,661       28,661 
      Profit after tax                                                         24, 776 
 Add back (deduct) 
 Underlying depreciation and amortisation        6,991 
 Amortisation on acquired intangibles            5,116        5,116              5,116 
 Acquisition costs                                 565          565                565 
 Gain on sale of trademark                       (830)        (830)              (830) 
 Earnout in relation to acquisition              1,160        1,160              1,160 
 Tax on sale of trademark                                                         15 6 
 Tax on earnout in relation to acquisition                                       (314) 
 Adjusted                                       41,662       34,672             30,631 
                                             ---------  -----------  ----------------- 
 
 Weighted average number of total 
  ordinary shares including dilutive 
  impact                                                                        58,917 
 Adjusted diluted EPS (p)                                                         52.0 
                                                                     ----------------- 
 
 
                                  Free cash   Adjusted free 
 Cashflow definitions                flow       cash flow 
                                 ----------  -------------- 
 Net (decrease in cash and 
  cash equivalents during the 
  year                              (5,312)         (5,312) 
 Add back dividends paid              3,234           3,234 
 Add back cash outflow in 
  relation to acquisition of 
  business                           10.923          10,923 
 Change in bank loan               (13,228)        (13,228) 
 Add back; adjusting items                -             895 
 Free cashflow/Adjusted free 
  cashflow                          (4,383)         (3,488) 
                                 ----------  -------------- 
 
 
 Definition of net debt        Net debt 
                              --------- 
 Cash and cash equivalents       12,758 
 Bank loan                     (13,228) 
 RCF arrangement fee                174 
 Net debt                       ( 296 ) 
                              --------- 
 
   3    acquisition of a subsidiary 

On 10 March 2022, the Group completed the acquisition of 100% of the share capital of Linea Research Holdings Limited (Linea Research). The total consideration was GBP12.3 million payable on completion with a further GBP0.5 million to be paid in cash subject to certain performance conditions being satisfied in the period ending May 2023. The acquisition was funded by a combination of existing cash resources and a drawdown of GBP5 million on the existing revolving credit facility of GBP40 million with HSBC and Natwest.

A long time supplier and partner to Martin Audio, Linea Research was formed in 2003 by a team of experienced professional audio specialists, and they design, develop, manufacture and market innovative professional audio equipment globally. Their products include a range of ground-breaking amplifiers, including the world renowned M Series together with Digital Signal Processors, audio networking and software products.

The addition of Linea Research bring s a world class development team to the Group and enables us to further strengthen the product roadmap for the Audio Reproduction division, with planned developments across the Martin and Linea ranges.

For the 6 month period between the acquisition and 31 August 2022, Linea contributed revenue of GBP3.1 million and a profit before tax of GBP0.8 million to the Group. If the acquisition had occurred on 1 September 2021, management estimates that Linea Research's revenue would have been GBP6.0 million and profit before tax for the year would have been GBP1.4 million. In determining these amounts management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on 1 September 2021.

Acquisition-related costs

The Group incurred acquisition-related costs of GBP565,000 on legal fees and due diligence costs. These have been included in adjusting items to give investors a better understanding of the costs related to the acquisition of Linea Research. Additionally, because of their size, nature and the fact that they vary from acquisition to acquisition, the Group considers it a better reflection of the trading performance to show these separately.

Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired, and liabilities assumed at the date of acquisition:

 
 Recognised values on acquisition                    GBP000 
-------------------------------------------------  -------- 
 Developed technology                                 3,675 
 Intellectual property rights and development         1,600 
 Brand                                                  850 
 OEM relationships                                       50 
 Distributor relationships                               50 
 Order book                                             275 
-------------------------------------------------  -------- 
 Intangible assets                                    6,500 
 Property, plant and equipment                        1,535 
 Cash                                                 1,354 
 Working capital                                      1,505 
 Acquired deferred tax liability                       (47) 
 Deferred tax liability                             (1,957) 
-------------------------------------------------  -------- 
 Net identifiable assets and liabilities at fair 
  value                                               8,890 
 Goodwill recognised on acquisition                   3,387 
 Consideration paid                                  12,277 
-------------------------------------------------  -------- 
 

The deferred tax liability has been estimated by applying the uplift in asset fair value to the average expected corporate tax rates over the life of the assets.

Measurement of fair values

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

 
 Assets acquired                 Valuation technique 
 Property, plant and equipment   Cost approach 
                                ---------------------------------------------- 
                                 Income approach (multi-period excess earnings 
 Other intangible assets          method "MEEM") 
                                  The k ey assumption used is the f orecast 
                                   revenues attributable to the existing asset 
                                   . 
 Brand                           Income approach (relief from royalty method) 
                                 The k ey assumption used is the f orecast 
                                  revenues attributable to the existing asset 
                                  . 
                                ---------------------------------------------- 
 

Fair values measure on a provisional basis

Linea Research was acquired six months prior to the end of this reporting period. If new information is obtained within one year of the date of acquisition about the facts and circumstances that existed at the date of acquisition that identifies adjustments to the above amounts or any additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.

Goodwill

The goodwill recognised is attributable to:

   --      the skills and technical talent of the Linea Research workforce; 

-- income growth potential from new products, future relationships and a proportion of synergies;

   --      alignment to the Group's existing customer base; and 
   --      strong strategic fit. 

Intangible assets sensitivity analysis

In assessing the estimated useful life of the intangible assets, management considered the sensitivity in the forecast sales on the valuation of the developed technology and brand. The following table details the sensitivity to a 10% increase and decrease in the sales forecast and related cost of sales impact this would have on the valuation of the assets.

 
                                               Valuation impact 
                                             10% sales   10% sales 
 Asset                                Cost    increase    decrease 
 Developed technology                3,675         845       (845) 
 Intellectual property rights and 
  development                        1,600         490       (490) 
 Brand                                 850          95        (95) 
----------------------------------  ------  ----------  ---------- 
 Total                               6,125       1,430     (1,430) 
----------------------------------  ------  ----------  ---------- 
 

In 2021 the Group purchased Sequential LLC for GBP14,595,000, resulting in acquired intangible assets additions of GBP12,212,000 and goodwill of GBP2,397,000 arising due to this business combination.

   4    Revenue 

An analysis of the Group's revenue is as follows:

 
                            Year ended 31 August 2022                        * Year ended 31 August 2021 
                 -----------------------------------------------   ----------------------------------------------- 
                         North                 Rest of                     North                 Rest of 
                       America     EMEA          World     Total         America     EMEA          World       Total 
                        GBP000   GBP000         GBP000    GBP000          GBP000   GBP000         GBP000      GBP000 
---------------  -------------  -------  -------------  --------   -------------  -------  -------------  ---------- 
 Focusrite              47,558   30,936         18,692    97,186          49,438   39,038         13,619     102,095 
 Novation                8,603    8,088          3,892    20,583           9,706    9,242          3,314      22,262 
 ADAM Audio              3,964    9,036          4,797    17,797           8,073   11,849          3,943      23,865 
 Martin Audio            8,084   14,176          9,658    31,918           4,787    6,983          8,628      20,398 
 Sequential              6,300    7,874          2,075    16,249           2,629    2,164            506       5,299 
 Distribution                -        -              -         -               -       16              -          16 
 Total                  74,509   70,110         39,114   183,733          74,633   69,292         30,010     173,935 
---------------  -------------  -------  -------------  --------   -------------  -------  -------------  ---------- 
 
 

The amount of revenue sold to external customers in the UK was GBP21,830,000 (2021: GBP19,510,000).

   5    Business segments 

Information reported to the Board of Directors for the purposes of resource allocation and assessment of segment performance is focused on the main product groups which the Group sells. Similarly, the results of Novation and Ampify also meet the aggregation criteria set out in IFRS 8 Segmental Reporting. The Group's reportable segments under IFRS 8 are therefore as follows:

   Focusrite          -           Sales of Focusrite and Focusrite Pro branded products 
   Novation           -           Sales of Novation or Ampify branded products 
   ADAM Audio     -           Sales of ADAM Audio branded products 
   Martin Audio     -           Sales of Martin Audio branded products 
   Sequential         -          Sales of Sequential branded products 

Distribution - Distribution of third-party brands including KRK, Stanton, Cerwin-Vega,

and sE Electronics (ceased August 2020)

Segment revenues and results

The accounting policies of the reportable segments are the same as the Group's accounting policies described in note 3 of the full Annual Report. Segment profit represents the profit earned by each segment without allocation of the share of central administration costs including Directors' salaries, investment revenue and finance costs, and income tax expense. This is the measure reported to the Board of Directors for the purpose of resource allocation and assessment of segment performance.

Central administration costs comprise principally the employment-related costs and other overheads incurred by the Group. Also included within central administration costs is the charge relating to the share option scheme of GBP1,313,000 for the year ended 31 August 2021 (2021: GBP973,000).

The following is an analysis of the Group's revenue and results by reportable segment:

 
                                                            Year ended 31 August 
                                                                              2021 
                                                                 2022    Restated* 
                                                              GBP'000      GBP'000 
--------------------------------------------------------  -----------  ----------- 
 Revenue from external customers 
 Focusrite                                                     97,186      102,095 
 Novation                                                     20,58 3       22,262 
 ADAM Audio                                                   17, 797       23,865 
 Martin Audio                                                 31,9 18       20,398 
 Sequential                                                   16,2 49        5,299 
 Distribution                                                       -           16 
 Total                                                        183,733      173,935 
--------------------------------------------------------  -----------  ----------- 
 Segment profit 
 Focusrite                                                     45,108       50,338 
 Novation                                                      8,1 32        7,965 
 ADAM Audio                                                    8,9 41       14,040 
 Martin Audio                                                 14, 280        9,471 
 Sequential                                                    6,8 19        2,341 
 Distribution                                                       -         (25) 
--------------------------------------------------------  -----------  ----------- 
                                                               83,280       84,130 
 Central distribution costs and administrative expenses      (53,724)     (46,728) 
 Adjusting items (note 7)                                     ( 895 )      (1,628) 
--------------------------------------------------------  -----------  ----------- 
 Operating profit                                             2 8,661       35,774 
 Finance income                                                 2,286           48 
 Finance costs                                                  (398)        (784) 
--------------------------------------------------------  -----------  ----------- 
 Profit before tax                                             30,549       35,038 
 Tax                                                        ( 5,773 )      (6,759) 
 Profit after tax                                              24,776       28,279 
--------------------------------------------------------  -----------  ----------- 
 

*From 1 September 2021, "other cost of sales" cost allocations across intercompany sales have been realigned to better reflect the allocation of freight and warehousing costs between segments. This has resulted in changes to segmental profit as previously reported in the year to 31 August 2021. As required by IFRS 8, comparative information has been restated as indicated by "restated" in the Operating segments note. The revision does not result in any changes to the consolidated income statement, consolidated statement of financial position or consolidated statement of cash flows.

The Group's non-current assets, analysed by geographical location, were as follows:

 
                                      2022      2021 
                                   GBP'000   GBP'000 
--------------------------------  --------  -------- 
 Non-current assets 
 North America                      21,311    15,104 
 Europe, Middle East and Africa     66,189    45,277 
 Rest of the World                       -     2,385 
 Total non-current assets           87,500    62,766 
--------------------------------  --------  -------- 
 
 UK                                 63,543    43,363 
--------------------------------  --------  -------- 
 

Information about major customers

Included in revenues shown for FY22 is GBP51.3 million (FY21: GBP53.2 million) attributed to the Group's largest customer, which is located in North America. Amounts owed at the year end were GBP7.9 million (FY21: GBP4.2 million).

   6    Profit for the year 

Profit for the year has been arrived at after charging/(crediting):

 
                                                      Year Ended 31 August 
                                                          2022        2021 
                                             Note       GBP000      GBP000 
                                            -----  ----------- 
 Net foreign exchange gains                              2,364         333 
 Loss on disposal of property, plant and 
  equipment                                                 23           4 
 Research and development costs                          4,178       2,374 
 Depreciation and impairment of property, 
  plant & equipment                                      2,223       2,022 
 Amortisation of intangibles                  11         9,883       8,126 
 Cost of inventories within cost of sales               94,481      76,488 
 Staff costs                                            25,244      22,138 
 Gain on sale of trademark                    7          (830)           - 
 Movement in expected credit loss                         (26)           1 
 Share based payments                                    1,313         973 
------------------------------------------  -----  -----------  ---------- 
 
   7    Adjusting ITEMS 

The following adjusting items have been declared in the period

 
                                                 Year ended 31 August 
                                                     2022        2021 
                                                   GBP000      GBP000 
 Acquisition Costs                                    565         716 
 Gain on trademark                                  (830)           - 
 Earnout accrual in relation to acquisition         1,160         788 
 Restructuring                                          -         124 
--------------------------------------------  -----------  ---------- 
 Adjusting items                                      895       1,628 
 Amortisation of acquired intangible assets         5,116       4,013 
 Total adjusting items for adjusted EBITDA          6,011       5,641 
--------------------------------------------  -----------  ---------- 
 

Acquisition costs in FY22 relate to the acquisition of Linea Research. The earnout accrual relates to the remaining amount due on the $4 million classed as employee remuneration rather than contingent consideration in relation to Sequential, acquired during FY21, and an amount due in respect of Linea Research of GBP0.1 million. The remaining accrual relating to Sequential is payable directly to employees and is subject to the achievement of gross profit targets and their continuing employment with Sequential until December 2022.

Acquisition costs in FY21 relate solely to the acquisition of Sequential, restructuring costs relate to the merger of the US-based subsidiaries into one operating company from 1 September 2021.

   8    Tax 
 
                                   Year ended 31 August 
                                       2022        2021 
                                     GBP000      GBP000 
                                -----------  ---------- 
 Corporation tax charges 
 Over provision in prior year          (11)       (367) 
 Current year                         6,523       8,099 
------------------------------  -----------  ---------- 
                                      6,512       7,732 
 Deferred taxation 
 Over provision in prior year         (438)       (265) 
 Current year                         (301)       (708) 
------------------------------ 
                                      5,773       6,759 
------------------------------  -----------  ---------- 
 

Corporation tax is calculated at 19% (2021: 19%) of the estimated taxable profit for the year. Taxation for the US and Germany subsidiaries are calculated at the rates prevailing in the respective jurisdiction.

The tax charge for each year can be reconciled to the profit per the income statement as follows:

 
                                                       Year ended 31 August 
                                                          2022         2021 
                                                        GBP000       GBP000 
--------------------------------------------------  ---------- 
 Current taxation 
 Profit before tax on continuing operations             30,549       35,038 
                                                    ----------  ----------- 
 Tax at the UK corporation tax rate of 19% (2021: 
  19%)                                                   5,804        6,657 
 Effects of: 
 Expenses not deductible for tax purposes                  168          615 
 Deferred tax assets recognition                             -      (1,385) 
 Other differences                                        (49)         (28) 
 Additional UK tax reliefs                               (140)            - 
 Prior period adjustment                                 (449)        (367) 
 Effect of change in standard rate of deferred 
  tax                                                      173        1,147 
 Impact of foreign tax rates                               266          120 
 Tax charge for the year                                 5,773        6,759 
--------------------------------------------------  ----------  ----------- 
 

Expenses not deductible relate to the costs of acquiring Linea Research Holdings Limited and entertainment expenses.

Tax credited directly to equity

In addition to the amount charged to the income statement and other comprehensive income, the following amounts of tax have been recognised in equity:

 
                                                    2022      2021 
                                                 GBP'000   GBP'000 
--------------------------------------------  ----------  -------- 
 Share based payment deferred tax deduction    (1, 131 )       786 
 Share based payment current tax deduction           723       690 
--------------------------------------------  ----------  -------- 
                                                   (408)     1,476 
--------------------------------------------  ----------  -------- 
 

The net corporation tax creditor is GBP653,000 (2021: debtor GBP869,000). The prior year debtor related to overpayments to tax authorities throughout the year and has been settled during the year ended 31 August 2022

An increase in the UK corporation rate from 19% to 25% (effective 1(st) April 2023) was substantively enacted on 24(th) May 2021. This will increase the Company's future current tax charge accordingly. Deferred taxes as at 31(st) August 2022 have been calculated based on these rates, reflecting the expected timing of reversal of the related temporary differences.

   9    Dividends 

The following equity dividends have been declared:

 
                                                   Year to           Year to 
                                            31 August 2022    31 August 2021 
----------------------------------------  ----------------  ---------------- 
 Dividend per qualifying ordinary share               6.0p              5.2p 
----------------------------------------  ----------------  ---------------- 
 

During the year, the Company paid an interim dividend in respect of the year ended 31 August 2022 of 1.85 pence per share.

On 8 December 2022, the Directors recommended a final dividend of 4.15 pence per share (2021: 3.7 pence per share), making a total of 6.0 pence per share for the year (2021: 5.2 pence per share).

10 Earnings per share ('EPS')

The calculation of the basic and diluted EPS is based on the following data:

 
                                                                                             Year ended 31 August 
 Earnings                                                                                        2022         2021 
                                                                                          -----------  ----------- 
                                                                                              GBP'000      GBP'000 
----------------------------------------------------------------------------------------  -----------  ----------- 
 Profit after tax                                                                              24,776       28,279 
 Adjusting items (note 7)                                                                       6,011        5,641 
 Tax on adjusting items                                                                         (156)        (165) 
----------------------------------------------------------------------------------------  -----------  ----------- 
 Total underlying profit for adjusted EPS calculation                                          30,631       33,755 
----------------------------------------------------------------------------------------  -----------  ----------- 
 
                                                                                             Year ended 31 August 
                                                                                                 2021         2020 
                                                                                          -----------  ----------- 
                                                                                               Number       Number 
                                                                                                 '000         '000 
----------------------------------------------------------------------------------------  -----------  ----------- 
 Number of shares 
 Weighted average number of ordinary shares for the purposes of basic EPS calculation          58,294       57,993 
 Effect of dilutive potential ordinary shares: 
 Share option plans                                                                               623          725 
 Weighted average number of ordinary shares for the purposes of diluted EPS calculation        58,917       58,718 
----------------------------------------------------------------------------------------  -----------  ----------- 
 
 EPS                                                                                            Pence        Pence 
 Basic EPS                                                                                       42.5         48.8 
 Diluted EPS                                                                                     42.1         48.2 
 Adjusted basic EPS                                                                              52.5         58.2 
 Adjusted diluted EPS                                                                            52.0         57.5 
----------------------------------------------------------------------------------------  -----------  ----------- 
 

The Group presents basic and diluted EPS data for its ordinary shares. Basic EPS is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For diluted EPS, the weighted average number of ordinary shares is adjusted for the dilutive effect of potential ordinary shares arising from the exercise of granted share options.

At 31 August 2022, the total number of ordinary shares issued and fully paid was 58,661,639. This included 262,929 (FY21: 554,712) shares held by the EBT to satisfy options vesting in future years. The operation of this EBT is funded by the Group so the EBT is required to be consolidated, with the result that the weighted average number of ordinary shares for the purpose of the basic EPS calculation is the net of the weighted average number of shares in issue 58,661,639 (58,488,351) less the weighted average number of shares held by the EBT 367,333 (FY21: 495,323). It should be noted that the only right relinquished by the Trustees of the EBT is the right to receive dividends. In all other respects, the shares held by the EBT have full voting rights.

The effect of dilutive potential ordinary share issues is calculated in accordance with IAS 33 and arises from the employee share options currently outstanding, adjusted by the profit element as a proportion of the average share price during the period.

The effective tax rate on the items above is much lower than the Group's overall effective tax rate, as the majority items are not deductible for corporation tax. The impact of tax on the adjusting items is shown in note 2 (APMs).

11 OTHER INTANGIBLE ASSETS

 
                                                Internally      Acquired 
                                Intellectual     generated   development                          Computer 
                                    Property   development         costs   Licences   Trademark   software   Brands       Total 
                                      GBP000        GBP000        GBP000     GBP000      GBP000     GBP000   GBP000      GBP000 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 Cost 
 At 1 September 2020                     580        23,690        19,943        166         826      1,527   14,300      61,032 
 Additions                                                                                                                    - 
      Acquired separately                  -             -             -         30         229        330        -         589 
      Products developed 
       during 
       the year                            2         4,894                        -           -          -        -       4,896 
      Business c ombinations               -             -         6,142          -           -          -    6,070      12,212 
 Transfers                             (175)             -             -          -           -        175        -           - 
 Disposals                                 -       (2,839)             -          -           -      (447)        -     (3,286) 
 Foreign exchange                          -             -         (188)          -           -          -    (350)       (538) 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 At 31 August 2021                       407        25,745        25,897        196       1,055      1,585   20,020      74,905 
 Additions 
      Acquired separately                  -             -             -      1,684           -         44    4,535       6,263 
      Products developed 
       during 
       the year                           21         7,851             -          -         385          -        -       8,257 
      Business c ombinations               -             -         5,650          -           -          -      850       6,500 
 Transfers                              (21)            21             -          -           -          -        -           - 
 Disposals                                 -             -             -          -         (1)      (245)        -       (246) 
 Foreign exchange                          -             -         1,032          -           -          -      913       1,945 
----------------------------- 
 At 31 August 2022                       407       33, 617        32,579      1,880       1,439      1,384   26,318      97,624 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 Amortisation 
 At 1 September 2020                     520        15,506         2,152        122         464        826    1,068      20,658 
 Charge for the year                       1         3,463         2,780         41         287        321    1,233       8,126 
 Transfers                             (114)             -             -          -           -        114        -           - 
 Eliminated on disposal                    -       (2,371)             -          -           -      (455)        -     (2,826) 
 Foreign exchange                          -             9          (81)          -           -         27     (74)       (119) 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 At 31 August 2021                       407        16,607         4,851        163         751        833    2,227      25,839 
 Charge for the year                                 3,938         3,457         61         301        467    1,659       9,883 
 Eliminated on disposal                                  -             -          -           -      (141)        -       (141) 
 Foreign exchange                          -            17            39          -           -          -       23          79 
----------------------------- 
 At 31 August 2022                       407        20,562         8,347        224       1,052      1,159    3,909      35,660 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 
 Carrying amount 
----------------------------- 
 At 31 August 2022                         -        13,055        24,232      1,656         387        225   22,409      61,964 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  ---------- 
 At 31 August 2021                         -         9,138        21,046         33         304        752   17,793      49,066 
----------------------------- 
 At 31 August 2020                        60         8,184        17,791         44         362        701   13,232    40,374 
-----------------------------  -------------  ------------  ------------  ---------  ----------  ---------  -------  -------- 
 
 

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