Focusrite plc ("Focusrite"
or "the Group")
Half year results for the
six months ended 29 February 2024
Focusrite plc, the global music
and audio products company supplying hardware and software used by
professional and amateur musicians and the entertainment industry,
today announces its half year results for the six months ended 29
February 2024 ('HY24').
Commenting on the results and
outlook, Tim Carroll CEO said:
"Focusrite plc has evolved into a global business,
encompassing 13 distinct yet synergistic brands, operating across
varied markets. This diversification strategy has proved
successful, as seen by the near doubling of revenue from £40
million in HY19, the half-year preceding the global COVID-19
pandemic, to £77 million in the first half of this year.
Demand for our flagship Scarlett product range is 50% higher than
FY19 levels with end user registrations in line with the previous
half year, such that we believe we are continuing to take market
share.
The Content Creation division has faced a particular set of
challenges in HY24, with both macro-economic weakness and an
oversupply in the channel, particularly as we navigate the
transition of our Scarlett range from the 3rd to the
4th generation. Conversely, our Audio Reproduction
division has seen significant growth, bolstered by successful
product launches in the previous year and the inclusion of new
brands within its portfolio.
Though the industry outlook, particularly for Content
Creation, remains tough, we remain encouraged by our product
registration data which is comfortably outperforming the market.
The sustained robust performance of our expanding Audio
Reproduction division offers a positive counterbalance to the
ongoing headwinds in Content Creation. With a series of planned
product launches in the coming months and a continued emphasis on
our strategic growth initiatives, which will lead to a greater
weighting of sales in the second half, we remain confident of
meeting our full-year expectations."
Key financial metrics
|
HY24
|
HY23
|
|
|
|
Revenue (£ million)
|
76.9
|
86.2
|
Gross Margin
|
45.8%
|
47.1%
|
Adjusted1
EBITDA2 (£ million)
|
12.1
|
18.1
|
Operating profit (£
million)
|
4.7
|
11.5
|
Adjusted1 operating
profit (£ million)
|
7.5
|
14.2
|
Basic earnings per share
(p)
|
4.2
|
14.4
|
Adjusted1 diluted
earnings per share (p)
|
7.7
|
18.0
|
Interim dividend per share
(p)
|
2.1
|
2.1
|
Net debt3 (£
million)
|
(27.3)
|
(13.2)
|
Financial and Operating Highlights
· Revenue decreased by 10.9% or 8.4% on an organic constant
currency4 (OCC) basis, with ongoing challenges in the
Content Creation market, outweighing the strength seen in our Audio
Reproduction division.
o Content Creation brands' revenue was down by 19.8% (17.3% on
an OCC4 basis) to £54.1 million (HY23: £67.4 million)
with Focusrite impacted by an ongoing soft market and oversupply in
the sales channel. However, the ADAM brand has shown growth
helped by leveraging the Focusrite routes to market.
o Audio Reproduction brands' revenue was up by 21.4% (23.6% on
an OCC4 basis) to £22.8 million (HY23: £18.8 million)
benefitting from strong end-user demand and an improved supply
chain following the acquisition of Linea Research in March
2022.
· Gross margin at 45.8% (HY23: 47.1%) is 1.3% points lower than
HY23, but with underlying margins flat and a one-off impact
relating to provisions mainly for excess Vocaster stock reducing
the reported gross margin. Margins in H2 are predicted to
remain broadly stable with the underlying margin achieved in HY24
in H2.
· Adjusted1 EBITDA2 at £12.1
million, down from £18.1 million in HY23, reflecting lower sales,
and the excess stock provision within margin, with costs under
control and savings offsetting inflationary impacts.
· Operating profit of £4.7 million (HY23: £11.5 million)
reflects the reduced EBITDA and increased amortisation from
acquisitions and new product launches.
· Net debt3 of £27.3 million (HY23: net debt £13.2
million) has increased due to higher working capital levels, with
higher stock in Audio Reproduction to support growth and higher
debtors in Content Creation both of which are expected to largely
reverse in the second half of the year.
· Interim dividend of 2.1 pence, unchanged on HY23.
· Sheriff Technology acquired on 19 December 2023 for cash
consideration of £2.3 million (net of cash acquired of £0.1
million) has performed to plan and is contributing positively to
the Audio Reproduction division.
· Global end-user registrations for the Scarlett range remain
in line with prior year and are 50% higher than pre pandemic
levels.
· Launch of 11 new products across the Group.
1 Adjusted for amortisation of
acquired intangible assets and other adjusting items detailed in
note 4 to the Interim Statement.
2 Comprising earnings adjusted for
interest, taxation, depreciation and amortisation.
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 HY24 revenue to HY23 revenue
adjusted for HY24 exchange rates and the impact of
acquisitions.
- ends -
Enquiries:
|
|
Focusrite plc
|
+44 (0) 1494 462246
|
Tim Carroll (CEO) / Sally McKone
(CFO)
|
|
Investec Bank plc (Nominated Adviser and Joint
Broker)
|
+44 (0) 20 7597 5970
|
David Flin / Edward Knight /
William Brinkley
|
|
Peel Hunt LLP (Joint Broker)
|
+44 (0) 20 7418 8900
|
Paul Gillam / Adam
Telling
|
|
Belvedere Communications (Financial PR)
|
+44 (0) 20 7653
8702
|
John West / Llewellyn Angus / Lily
Pearce
|
|
|
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 thirteen established
brands: Focusrite, Focusrite Pro, Novation, Ampify, ADAM Audio,
Martin Audio, Optimal Audio, Linea Research Sequential, Oberheim,
Sonnox, OutBoard and TiMax.
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. Sonnox is a leading designer of innovative,
high-quality, award-winning audio processing software plug-ins for
professional audio engineers. TiMax specialises in innovative
immersive audio and show control technologies. OutBoard
manufactures and sells industry standard rigging control products
for live events, together with enterprise-level safety test,
preparation and quality management for global rental companies and
venues.
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.
Business and operating review
Overview
We are pleased to report our
financial results and summary of operations for the six months
ended 29 February 2024. Despite the
challenging macroeconomic environment affecting the Content
Creation sector at large, demand for the Group's products within
our Content Creation and Audio Reproduction divisions remains at
levels comfortably surpassing those of the pre-pandemic period.
However, despite this, the current adverse macroeconomic conditions
and oversupply in the sales channel have necessitated a revision to
our original full-year expectations.
Our Content Creation brands
experienced a 19.8% revenue decline, yet they continue to
demonstrate strong end-user registrations, comparable to last year
and a 50% increase over pre-pandemic figures (FY19). Furthermore,
various reports on sales rankings1 and market share
indicate that our strategic category shares have either been
maintained or expanded in the past six months. The Audio
Reproduction product portfolio has seen significant growth,
bolstered by new product introductions and the addition of Sheriff
Technology with the TiMax and OutBoard brands, with a 21.4% revenue
increase compared to HY23. Diversifying across these two divisions
has proven to be a successful strategy over the past four years,
providing stability amid the differing economic pressures each
division faces.
Total Group revenue for HY24
declined by 10.9% compared to HY23. On an organic constant currency
basis, the Audio Reproduction division grew by 23.6%, while the
Content Creation division saw a 17.3% decrease, resulting in an
8.4% drop in overall Group revenue.
The Group's gross margin for HY24
was 45.8% (HY23: 47.1%), with a one-off stock provision relating to
the Vocaster range causing the 1.3 percentage point decline from
the prior year. Excluding this provision, gross margins have
remained in line with HY23. This is despite aggressive
promotional campaigns by competitors and a challenging period for
the Content Creation business together with increased freight costs
across both divisions.
In December 2023, the Group
announced that it had acquired Sheriff Technology, a UK-based
company specialising in innovative entertainment technologies for a
global client base. Operating under two brands, TiMax and
OutBoard, Sheriff's products are vital to many professionals in the
audiovisual industry, particularly in live performance, event
management, and the rapidly expanding sector of immersive sound
experiences. This acquisition broadens the Audio Reproduction
division's reach to deliver exceptional audio experiences within
live environments and the acquired technology will be further
integrated into our many diverse offerings for live
sound.
Operating review
Our Group's portfolio consists of
thirteen leading brands, which are categorised into two divisions,
Content Creation and Audio Reproduction.
Content Creation consists
of:
o Focusrite Audio Engineering (FAEL): Focusrite, Focusrite Pro,
Novation and Ampify
o ADAM Audio
o Sequential: Sequential and
Oberheim
o Sonnox
Audio Reproduction consists
of:
o Martin Audio: Martin Audio, Optimal Audio
o Linea Research: Linea Power
amplification
o Sheriff Technologies: OutBoard and TiMax
brands
1 See Music Trades
Annual Census 2023 and sales rankings on key reseller websites
(Thomann and Sweetwater)
|
Six months to 29 February
2024
|
Six months to 28 February
2023
|
Reported
Growth
|
OCC
Growth1
|
Year to
31 August
2023
|
Revenue from external
customers
|
£'000
|
£'000
|
%
|
%
|
£'000
|
Focusrite
|
29,360
|
40,084
|
(26.8)%
|
(23.6)%
|
86,317
|
Novation
|
7,859
|
8,241
|
(4.6)%
|
0.0%
|
16,565
|
ADAM Audio
|
11,296
|
10,161
|
11.2%
|
15.3%
|
18,449
|
Sequential
|
4,539
|
8,679
|
(47.7)%
|
(44.4)%
|
14,480
|
Sonnox2
|
1,047
|
306
|
242.2%
|
0.0%
|
1,139
|
Content Creation
|
54,101
|
67,471
|
(19.8)%
|
(17.3)%
|
136,950
|
Audio Reproduction
|
22,783
|
18,772
|
21.4%
|
23.6%
|
41,515
|
Total
|
76,884
|
86,243
|
(10.9)%
|
(8.4)%
|
178,465
|
1 Organic constant currency (OCC) growth rate is calculated by
comparing HY24 revenue to HY23 revenue adjusted for HY24 exchange
rates and the impact of acquisitions
2 Revenue from date of
acquisition
Content Creation
|
Six months to 29 February
2024
|
Six months to 28 February
2023
|
Reported
Growth
|
OCC
Growth1
|
Year to
31 August
2023
|
Content Creation
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
North America
|
24,518
|
31,112
|
(21.2)%
|
(17.1)%
|
64,979
|
EMEA
|
24,021
|
28,224
|
(14.9)%
|
(14.7)%
|
52,918
|
ROW
|
5,562
|
8,135
|
(31.6)%
|
(27.6)%
|
19,053
|
Total
|
54,101
|
67,471
|
(19.8)%
|
(17.3)%
|
136,950
|
1 Organic constant currency (OCC) growth rate is calculated by
comparing HY24 revenue to HY23 revenue adjusted for HY24 exchange
rates and the impact of acquisitions
Our Content Creation brands bring
best in class audio recording hardware technology, software,
electronic music instruments and controllers, and studio reference
monitors to content creators at all levels.
Our products are showcased in the
finest recording and post-production studios in the world, as well
as in the homes of millions of hobbyists and aspiring
professionals. During the financial years 2020 and 2021, the
pandemic drove unparalleled growth for our Focusrite, Novation, and
ADAM brands as individuals sought advanced home content creation
and streaming solutions. However, the subsequent period presented
numerous hurdles, such as component shortages, price hikes,
increased shipping costs, worldwide inflation, and geopolitical
tensions, affecting all aspects of recording technology. Despite a
stabilisation in prices and availability, these challenges, coupled
with a softer macroeconomic landscape, have led to the current
excessive inventory levels across various product segments in
FY24.
During the HY24, the market's ongoing adjustment to macroeconomic conditions
and global inventory rebalancing has continued, with Focusrite and
Sequential facing the brunt of the impact. Nevertheless, ADAM and
Sonnox have performed as anticipated in line with original
expectations. Despite a 19.8% decline in revenue compared to the
first half of the previous year, demand from end-users has
significantly exceeded pre-pandemic levels, with an average 50%
increase in external customer registrations in key product areas
compared to the same period in 2019, maintaining consistency with
last year's figures.
Geographically, all regions have
reported softer than expected results, with our Rest of World
region (comprising APAC and Latin America) showing the largest
declines compared to the prior year. Our sales into
China faced particular challenges due to
diminished consumer confidence and consumers choosing, following
prolonged lockdowns, to allocate their spending from home-based to
outdoor activities.
Our direct to customer E-commerce
business, covering all Content Creation brands, but predominantly
the Focusrite brand, has grown year over year. It is now over 5% of
total Group turnover and is continuing to grow. The Group continues
to invest more into this channel as it sees this becoming an
increasingly important route to market.
Focusrite audio interfaces, comprised of our Scarlett, Clarett and
Vocaster ranges, are a suite of audio interfaces designed to allow
both beginners and professionals alike to create the best quality
audio possible. These products are core to home recording and audio
streaming.
This past half year, the Group
debuted the 4th generation of the lower input/output
(IO) Scarletts, those with 1, 2 or 4 inputs (Scarlett Solo, 2i2 and
4i4) interfaces. These new interfaces are a completely
re-engineered range, with many new features designed to deliver
unprecedented ease of use while offering professional studio level
technical specifications. This new range has received numerous
accolades from the press and our global channel, including winning
the prestigious Sound on Sound annual award for Best Audio
Interface.
These 4th generation
Scarletts became available for public sale at the beginning of this
fiscal year, coinciding with ongoing
efforts alongside our global channel partners to phase out the
remaining stock of the 3rd generation models. This
overlap was strategic, aiming to cater to our most price-sensitive
customers during the Christmas holiday season-a period
traditionally known for heightened sales activity. This strategy
paid off, yielding a robust sell-through of the 3rd
generation stock. Nonetheless, the transition to the 4th
generation encountered a slower-than-anticipated uptake and a delay
in reorder activity leading to a dampened sales performance in the
second quarter, a trend we anticipate may extend into the latter
half of the year. However, as the market continues to absorb the
remaining 3rd generation inventory, we are observing an
encouraging increase in 4th generation sales across all
regions, signalling a positive shift in consumer purchasing
patterns.
As further evidence of this trend,
we track sales to our end user customers through our registration
data, with the vast majority of purchases being registered in order
to utilise our easy start process and bundle of free software
tools. This data reveals that the
overall registrations of Scarlett interfaces have closely mirrored
those of the previous year over the first six months. This is in
stark contrast to industry data, which shows a 10% to 15% decline
in this product category overall compared to 2023. Additionally,
our registration data verifies that units sold have consistently
stayed around 50% above the levels seen in the last pre-pandemic
reporting period of FY19, highlighting the enduring appeal and
resilience of our products in a fluctuating market.
*FY23 and FY24 lines are close to
each other but have different markers
Vocaster sales have followed the
industry reported slowdown of new podcasts post-pandemic. As a
result the Group has carried more stock than necessary to meet
demand and has recently decided to reduce the pricing on Vocaster
products to appeal to more entry level users to help move through
the balance of overstock carried over the past few years.
This has resulted in a one-off inventory provision of just over £1
million in the period.
Clarett, our mid-range interface
offering, has performed in line with expectations for the first
half and continues to be a sought-after solution for more
experienced musicians and recording engineers.
Focusrite Pro offers a suite of solutions for professionals that employ
"audio over internet protocol" (AOIP) technology for scale in
enterprise solutions, both in live events and in permanent
installations such as recording and post-production studios. Some
of the most prestigious events across the world, including the US
Superbowl and the Grammys utilise our Pro products as the backbone
of the audio systems deployed. Additionally, many recording and
post-production studios have adopted our products to produce and
deliver content in enhanced formats, such as Dolby ATMOS. As noted
previously, a wide scale re-engineering effort took place over 2022
and 2023 as a result of the AKM chip factory fire, which curtailed
the supply of key components across the industry.
The re-engineering of these products was
finally completed at the end of 2023 and sales are starting to
recover from a long lull due to low product
availability.
Our Novation brand is dedicated to the art
of the electronic musician, and offers a range of solutions
including groove boxes, controllers, synthesizers and desktop and
iOS creation apps. These segments are also seeing overall weaker
demand in the market, driven by similar macroeconomic factors
referred to above. However, the Group did not have to deal with any
material channel destocking issues with Novation, resulting in
overall sales of Novation products being down 4.6% versus the prior
year, which is slightly ahead of industry-wide levels for this
product category.
ADAM Audio, based in Berlin and acquired in July 2019, is a globally
recognised brand with a passionate team focused on delivering
world-class monitor speakers for audio content creators. ADAM
Audio's portfolio of reference monitors encompasses the T-Series,
A-Series, and S-Series. The T-Series speakers are award winning
reference monitors designed for the home studio market. The
A-Series are used in both high-end home studios and professional
facilities alike, and the enterprise level S-Series are installed
in some of the most prestigious audio production facilities in the
world. Both the A-series and S-Series speakers are seeing wide
adoption in upgraded facilities to integrate immersive mixing. ADAM
has had a strong first half, due to increased market share for the
lower priced T-series and the benefits of aligning ADAM with the
Focusrite distribution channel in the US.
Sequential, based in San Francisco, was acquired in April 2021. The
Sequential brand is legendary in the industry and is synonymous
with iconic analogue synthesizers. It has been at the forefront of
electronic music innovation for over 40 years. Additionally,
in May 2023, the Group acquired the exclusive rights to another
prestigious synthesizer brand, Oberheim, which now operates under the
Sequential entity as a separate brand.
The majority of products from
Sequential and Oberheim are positioned at the US$3,000 price point
and above, catering primarily to aspiring and professional
musicians and composers. This segment has faced significant
challenges this year, as part of the overall industry decline
exacerbated by global cost-of-living pressures, and strong trading
in HY23 which included the impact of the launch of the OBX8
synthesizer in the summer of 2022. Despite these challenges,
Sequential's more affordably priced products, aimed at home studios
and hobbyists, have performed relatively close to initial
expectations. Anticipating continued strong demand at these lower
price points, we are preparing to launch new products in the second
half of the year, aiming to meet the robust demand in this more
resilient segment.
Sonnox, based outside of Oxford and acquired in December 2022,
creates software plug-ins for audio production. These plug-ins,
normally residing inside a DAW (Digital Audio Workstation) allow
the user to refine their audio to create professional sounding
recordings.
Sonnox had a strong first half,
its legacy offerings performing well and augmented by the release
of Voca, a vocal enhancement tool, designed for both professionals
and home recordists alike. Additionally, the Group has been
actively promoting Sonnox solutions to the entire Content Creation
userbase, which has also benefitted its performance during the
first half.
Audio Reproduction
|
Six months to 29 February
2024
|
Six months to 28 February
2023
|
Reported
Growth
|
OCC
Growth1
|
Year to
31 August
2023
|
Audio Reproduction
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
North America
|
4,284
|
5,197
|
(17.6)%
|
(12.2)%
|
12,684
|
EMEA
|
10,447
|
8,420
|
24.1%
|
20.2%
|
16,601
|
ROW
|
8,052
|
5,155
|
56.2%
|
65.3%
|
12,230
|
Total
|
22,783
|
18,772
|
21.4%
|
23.6%
|
41,515
|
1 Organic constant currency (OCC) growth rate is calculated by
comparing HY24 revenue to HY23 revenue adjusted for HY24 exchange
rates and the impact of acquisitions
The Audio Reproduction brands
provide high quality, professional solutions for both permanent
installations and live sound events. The Group started its
investment in this segment with the
acquisition of Martin Audio in December 2019. Since then, the
portfolio has grown significantly, both organically and through
strategic acquisitions, resulting in a strong lineup of solutions
tailored for the touring, theatre, and installation markets. The
first half of the year has demonstrated continued growth across
these segments, supported by a strong project pipeline which is
expected to continue throughout the year.
In December 2023, the division's
capabilities were further enhanced by acquiring Sheriff Technology,
building on the previous acquisition of Linea Research in March
2022. These strategic moves have strengthened the division's
position and expanded the offerings in the dynamic field of audio
reproduction and immersive sound.
Martin Audio was founded in 1972 to deliver world class touring systems
for the supergroups of the day. The ethos of "Uniting the
Audience" has remained core to the company's mission and success.
Martin's stature in the market is earned from the extreme
detail in its loudspeakers sonic performance, further enhanced
through software and digital signal processing (DSP) which allows
further shaping and control of the overall sound. When considering
Martin's portfolio, the easiest way to think of the various
solutions is by how much space needs to be covered (known as throw)
to provide an ideal listening experience. Martin offers solutions
across its Flexpoint, TORUS, Wavefront Precision, Blackline X and
CDD Live ranges to address any size requirement for either a
permanent installation or live event.
Optimal Audio, the commercial audio brand, also saw growth year over year
as it began shipping completed systems after a period of
unavailability due to component shortages late last
year.
Linea Research, founded in 2003 and acquired by the Group in 2023, has
established itself as a trusted and innovative industry leader in
high quality power amplification. Linea Research's portfolio
includes integrated digital signal processing, a unique combination
of high-quality sound and power that professional installations and
events require. Linea Research has integrated well into the wider
Group, providing a consistent supply of power amplification
technology for Martin Audio's solutions as well as continuing to
offer its own product line to a range of OEM customers.
Additionally, Linea Research was the proud recipient of a King's
Award for innovation this year.
The Group's latest acquisition,
Sheriff Technologies, is
comprised of two different brands that service the Audio
Reproduction market: TiMax and OutBoard. TiMax are pioneers in the rapidly expanding sector of
immersive sound experiences, specialising in innovative audio and
show control techniques through their SoundHub and TrackerD4
products. These solutions cater to a wide range of applications
including entertainment, events, branding, themed environments, and
exhibition spaces. Formulated from exhaustive experience of touring
and event rigging professionals, OutBoard offers a comprehensive
range of compact and robust chain-host motor controllers, alongside
enterprise-level safety test, preparation and quality management
for global rental companies and venues. Although only acquired in
December of this financial year, the Sheriff brands have integrated
well and are on track to deliver incremental value to the Group
over the long term.
The cumulative impact of the above
has led to a 23.6% increase in overall revenue for the Audio
Reproduction division on an organic constant currency basis
year-over-year. Regionally, there has been strong performance in
the APAC and EMEA regions, buoyed by a resurgence in live events
across recent festival and tour seasons, alongside numerous
permanent installation venues upgrading for new immersive audio
experiences. The US region has seen a decline, aligning with
industry insights that highlight the effects of cost-of-living
increases, political uncertainties due to upcoming elections, and
the resumption of student loan payments affecting a significant
portion of our target audience. With a strong
sales pipeline across all sectors the Group is confident that
performance will continue in line with expectations for the second
half.
Research and
development
R&D remains a cornerstone of
our Group's strategy. In this period, the Group launched 11
new products to market as well as a host of software and hardware
upgrades. Across many of the Brands, the Group has product
introductions scheduled for the second half of this financial year,
being a combination of refreshes and new products.
Financial Review
Overview
As referenced above, in a period
characterised by challenging market conditions, the Group reported
revenues of £76.9 million, a decrease of 10.9% compared to the six
months ending on 28 February 2023. When
adjusted for organic constant currency ("OCC") effects, the
underlying decrease is 8.4%.
The
adjusted1 EBITDA 2
of £12.1million was 33%
lower than in the corresponding period, attributed to reduced sales
volumes and gross profits, notably influenced by a one-off stock
provision of £1 million associated with our Vocaster product
line.
The reported operating profit also
saw a reduction to £4.7 million (HY23: £11.5 million) due to
similar factors affecting the overall financial performance.
Similarly, adjusted1 diluted EPS of 7.7 pence is
lower than the prior year's of 18.0 pence.
Income statement
|
HY24
£m
|
HY24
£m
|
HY24
£m
|
|
HY23
£m
|
HY23
£m
|
HY23
£m
|
Adjusted
|
Adjusting
items1
|
Reported
|
|
Adjusted
|
Adjusting items1
|
Reported
|
Revenue
|
76.9
|
-
|
76.9
|
|
86.2
|
-
|
86.2
|
Cost of sales
|
(41.7)
|
-
|
(41.7)
|
|
(45.6)
|
-
|
(45.6)
|
Gross profit
|
35.2
|
-
|
35.2
|
|
40.6
|
-
|
40.6
|
Administrative
overheads
|
(23.1)
|
(0.1)
|
(23.2)
|
|
(22.5)
|
(1.2)
|
(23.7)
|
EBITDA2
|
12.1
|
(0.1)
|
12.0
|
|
18.1
|
(1.2)
|
16.9
|
Amortisation of intangible
assets
|
(3.1)
|
(2.7)
|
(5.8)
|
|
(2.9)
|
(1.5)
|
(4.4)
|
Depreciation of tangible
assets
|
(1.5)
|
-
|
(1.5)
|
|
(1.0)
|
|
(1.0)
|
Operating profit
|
7.5
|
(2.8)
|
4.7
|
|
14.2
|
(2.7)
|
11.5
|
Net finance expense
|
(1.3)
|
-
|
(1.3)
|
|
(0.6)
|
-
|
(0.6)
|
Profit before tax
|
6.2
|
(2.8)
|
3.4
|
|
13.6
|
(2.7)
|
10.9
|
Income tax expense
|
(1.6)
|
0.7
|
(0.9)
|
|
(3.0)
|
0.6
|
(2.4)
|
Profit for the period
|
4.6
|
2.1
|
2.5
|
|
10.6
|
(2.1)
|
8.5
|
|
|
|
|
|
|
|
|
Memo: Total administrative
expenses
|
(27.7)
|
(2.8)
|
(30.5)
|
|
(26.5)
|
(2.7)
|
(29.2)
|
|
|
|
|
|
|
|
|
1 Adjusted for amortisation of
acquired intangible assets and other adjusting items detailed in
note 4 to the Interim Financial Statements
2 Earnings Before Interest, Tax,
Depreciation and Amortisation
Revenue
analysis
|
HY24
Reported
|
HY24
Acquisitions2
|
HY24 As
adjusted
|
HY23
Reported
|
HY23
Exchange1
|
HY23 As
adjusted
|
Reported
Growth
|
OCC
Growth1
|
Focusrite
|
29.4
|
-
|
29.4
|
40.1
|
(1.6)
|
38.5
|
(26.8)%
|
(23.6)%
|
Novation
|
7.9
|
-
|
7.9
|
8.2
|
(0.3)
|
7.9
|
(4.6)%
|
0.0%
|
ADAM
|
11.3
|
-
|
11.3
|
10.2
|
(0.4)
|
9.8
|
11.2%
|
15.3%
|
Sequential
|
4.5
|
-
|
4.5
|
8.6
|
(0.5)
|
8.2
|
(47.7)%
|
(44.4)%
|
Sonnox
|
1.0
|
(0.7)
|
0.3
|
0.3
|
-
|
0.3
|
242.2%
|
0.0%
|
Content Creation
|
54.1
|
(0.7)
|
53.4
|
67.4
|
(2.8)
|
64.6
|
(19.8)%
|
(17.3)%
|
Audio Reproduction
|
22.8
|
(0.3)
|
22.5
|
18.8
|
(0.6)
|
18.2
|
21.4%
|
23.6%
|
Total
|
76.9
|
(1.0)
|
75.9
|
86.2
|
(3.4)
|
82.8
|
(10.9)%
|
(8.4)%
|
1 Organic
constant currency (OCC) growth rate is calculated by comparing FY24
revenue to FY23 revenue adjusted for FY24 exchange rates and the
impact of acquisitions
2 Sonnox acquired in December 2022,
Sheriff Technologies acquired December 2023
Revenue for the Group declined by
10.9% to £76.9 million (HY23: £86.2 million) which, adjusting for
acquisitions and constant currency, represents an organic constant
currency (OCC) decline of 8.4%. Sheriff Technology was acquired in
December 2023 and contributed £0.3 million of revenue in line with
expectation. Sonnox was acquired in December 2022 and
contributed £1.0 million in HY23 compared to £0.3 million in the
prior period. Currency was a headwind, reducing reported
revenue by £3.4 million mainly due to the weakening of the US
dollar.
This period has been marked by
challenges, especially within the Content Creation division, which
saw a decline in revenue not fully counterbalanced by the strength
in Audio Reproduction. Specifically, Focusrite witnessed a 26.8%
drop compared to HY23 (23.6% on an OCC basis).
This was primarily due to high
channel stock levels, despite stable sell-out rates to end users of
our key products compared to the previous year and a consistent 50%
improvement over pre-pandemic FY19 levels. The planned continuation
of lower-cost 3rd generation Scarlett models in the channel, and
the strategic decision to offer both generations during a
price-sensitive holiday period, helped Focusrite maintain market
leadership and compete effectively at lower price points, including
offering a $99 product through selected resellers. Initially, this
strategy reduced the demand for the newer 4th generation models,
with sales now picking up for the newer models as 3rd
generation products sell out of the channel. Inventory of the 3rd generation has reduced
significantly during the first half of the year, and we expect
sales in the second half to be predominantly of the 4th
generation. We do not expect markets to improve in the second
half, but we expect a greater weighting of sales in this period
compared with HY24 due to the introduction of new products later in
the year as well as in HY25.
ADAM had a successful first half,
with the entry-level T-series seeing strong growth supported by the
brand moving to the same route to market in the US as the Focusrite
brands. Sequential continues to suffer in a weak market, with
higher price point synthesizers being particularly hard
hit.
Audio Reproduction continues to
perform well with growth supported by stock availability and a
range of new product launches in FY23. Growth was
particularly strong in APAC, where demand for live and installed
sound is benefitting from the bounce back from COVID.
Currency
impact
The US Dollar weakened during the
period (with detail of rate movements provided on the following
pages). This has resulted in the majority of the £3.4 million
negative translation impact on revenue for the Group for HY24
relative to HY23. However, at the profit level the USD effect is
mitigated by the purchases of inventory in USD from the
manufacturers in China and Malaysia and the Euro effect on profit
is largely mitigated by the Group's hedging policy, such that the
translation impact between periods is not material.
Segment
Profit
Segment profit is disclosed in
more detail in note 3 to the Interim Financial Statements named,
'Operating Segments'. These segments compare the revenue of
the products of the relevant brands with the directly attributable
costs to create segment profit.
Gross Profit
Analysis
The gross margin decreased to
45.8% in HY24, down from 47.1% in HY23. This reduction in gross
margin was primarily due to a one-off stock provision associated
with the Vocaster range, with underlying margins remaining
stable.
Underlying margins reflected a 0.7
percentage point increase in product margins with a reduced level
of promotions compared to the prior year. This positive impact was
somewhat counterbalanced, however, by a negative 0.6 percentage
point impact due to higher freight costs, attributed to logistical
challenges in the Red Sea that escalated freight rates. The adverse
stock provision impact of £1 million (1.3 percentage points) was
necessitated by slower than expected market demand for the Vocaster
range. This product, despite its positive reception, faced launch
delays of 12 months due to component availability issues during the
pandemic, leading to initial launch quantities that exceeded market
demand, as the market for podcasts unexpectedly significantly
softened. Consequently, measures have been taken to adjust the
stock holding to its realisable value.
Looking ahead, we anticipate the
continuation of promotional activities throughout the year and are
assuming that freight costs will stabilise. Therefore, we project
that underlying margins will remain broadly stable for the
remainder of the fiscal year, underpinning our financial health and
operational resilience amidst fluctuating market
conditions.
Administrative
expenses
Administrative expenses consist of
sales, marketing, operations, the uncapitalised element of research
and development (partially offset by the Research and Development
Expenditure Credit regime ('RDEC') tax credit of £0.4 million) and
central functions such as legal, finance and the Group Board.
These expenses were £23.2 million, down from £23.7 million last
year. Excluding adjusting costs of £0.1 million (HY23: £1.2
million) (see Adjusting items below), the operating costs were
£23.1 million (HY23: £22.5 million).
The increase in adjusted
administrative expenses of £0.6 million resulted from the
annualisation impacts of the two recent acquisitions, Sonnox and
Sheriff Technology, of £0.4 million, inflationary impacts,
primarily labour costs, of £0.6 million and increased share options
costs of £0.5 million offset by cost reductions from the prior year
reorganisation and reduced bonus costs.
Adjusted
EBITDA
Adjusted EBITDA is an alternative
performance measure which is widely used by securities analysts,
investors and other interested parties to evaluate the
profitability of companies. It is also used within the Group
as the basis for some of the incentivisation of senior management
at both the operating company level and the Group level.
Adjusted EBITDA decreased from £18.1 million in HY23 to
£12.1 million in HY24, a decrease of 33%. The
decrease of £6.0 million was due to lower sales volumes and the
impact of the Vocaster provision with underlying operating costs
remaining relatively stable. A reconciliation of adjusted
EBITDA to operating profit can be found in Note 4 to the Interim
Financial Statements.
Depreciation and
amortisation
Depreciation is charged on
tangible fixed assets on a straight-line basis over the assets'
estimated useful lives, normally ranging between two and five
years.
Amortisation is mainly charged on
capitalised development costs, writing-off the development cost
over the life of the resultant product. The life spans of the
products vary across our brands, from three years for Focusrite and
Novation, up to eleven years for Martin Audio and fifteen for
Sequential. Across the Group, £4.5 million of development
costs were capitalised (HY23: £4.3 million) and the amortisation of
capitalised development costs was £3.1 million (HY23: £2.3
million). This increase was due to the acceleration of £0.8
million of amortisation on capitalised development costs relating
to the Vocaster range, £0.5m of which would have been amortised in
the second half of this year. Further details are shown in
note 8, with disclosure to highlight the movement from technology,
products and patents in development to those now in use.
The amortisation of the acquired
intangible assets totalled £2.7 million during the period (HY23:
£1.5 million) and has been disclosed within adjusting items.
The prior year amount included a reversal of £1.0 million due
to the impact of an amendment to our accounting policy relating to
the commencement of amortisation of acquired intangibles under
development. Adjusting for this the underlying increase in
amortisation of acquired intangibles is £0.2 million and relates to
the full period impact of Sonnox, acquired in FY23 and the
commencement of amortisation relating to Sheriff
Technology.
Adjusting items
In HY24 adjusting items totalled
£0.1 million (HY23 £1.2 million), comprising £0.1 million which
related to the due diligence costs for the acquisition of Sheriff
Technology that was completed on 19 December 2023. £2.7 million
related to amortisation of acquired intangible assets is also shown
as an adjusting item.
In HY23, the adjusting items of
£1.2 million included £0.3 million which related to the due
diligence costs for the acquisition of Sonnox that was completed on
19 December 2022, £0.5 million related to earn-outs put in place
after the acquisitions of Sequential and Linea Research in prior
years and £0.4
million related to restructuring activities in the half year. £1.5
million related to amortisation of acquired intangible assets was
also disclosed as an adjusting item.
Foreign exchange and
hedging
The exchange rates were as
follows:
Exchange rates
|
HY24
|
HY23
|
FY23
|
Average
|
|
|
|
USD:GBP
|
1.25
|
1.19
|
1.21
|
EUR:GBP
|
1.16
|
1.15
|
1.15
|
|
|
|
|
Period end
|
|
|
|
USD:GBP
|
1.26
|
1.21
|
1.16
|
EUR:GBP
|
1.17
|
1.14
|
1.16
|
The average USD rate has weakened
to $1.25 for HY24 (HY23: $1.19). The USD accounts for over
half of Group revenue but nearly all of the cost of sales, so there
is a useful natural hedge.
The Group enters into forward
contracts to convert Euro to GBP. The policy adopted by the
Group is to hedge approximately 75% of the Euro flows for the
current financial year (year ending August 2024) and approximately
50% of the Euro flows for the following financial year (year ending
August 2025).
In HY24, approximately
three-quarters of Euro flows were hedged at €1.12, and the average
transaction rate was €1.16, thereby creating a blended exchange
rate of approximately €1.14. In HY23, the equivalent hedging
contracts were at €1.17, versus the transactional rate of €1.15 so
creating a blended exchange rate of €1.16. Hedge accounting
is used, meaning that the hedging contracts have been matched to
income flows and, providing the hedging contracts remain effective,
movements in fair value are shown in a hedging reserve in the
balance sheet, until the hedge transaction occurs.
Corporation
tax
The effective tax rate for the
period has increased to 27.7% (HY23: 22.4%). This is largely
due to the increases in the UK corporate tax rate from 19% to 25%
in April 2023. In addition, there has been a prior year
adjustment which has increased the tax rate relating to the
reduction in patent box claims in the prior year. The
effective tax rate excluding the prior year adjustments is
23.5%. The headline effective tax rate is expected to return
to the UK corporate tax rate in future years.
Earnings per share
('EPS')
The basic EPS for the
half year was
4.2 pence,
down 71% from 14.4 pence in HY23. This
decrease has largely
resulted from the change in
reported profit after tax, which was impacted by
lower EBITDA and increased amortisation due to the accelerated
amortisation relating to Vocaster and the higher
tax charge noted above. The weighted
average number of shares used for the calculation has increased
marginally compared to the
prior
year
at 58,872,000
shares (HY23: 58,494,000 shares). The more
comparable measure, excluding adjusting
items and including the dilutive effect of share
options, is the adjusted diluted EPS. This decreased to
7.7
pence, from 18.0 pence in HY23, a decrease
of 57%.
|
HY24
|
HY23
|
FY23
|
|
Pence
|
Pence
|
Pence
|
Basic
|
4.2
|
14.4
|
30.4
|
Diluted
|
4.1
|
14.3
|
30.2
|
Adjusted basic
|
7.8
|
18.2
|
38.7
|
Adjusted diluted
|
7.7
|
18.0
|
38.4
|
Balance sheet
|
HY24
|
HY23
|
FY23
|
|
£m
|
£m
|
£m
|
Non-current assets
|
98.9
|
95.2
|
95.9
|
Current assets
|
|
|
|
 Inventories
|
55.3
|
50.7
|
55.3
|
 Trade and other
receivables
|
37.5
|
27.5
|
33.4
|
 Cash
|
8.9
|
13.5
|
26.8
|
|
|
|
|
Current liabilities
|
|
|
|
 Trade, other payables and
provisions
|
(30.2)
|
(30.3)
|
(45.4)
|
 Bank loan or overdraft
|
(36.2)
|
(26.8)
|
(28.1)
|
Non-current liabilities
|
|
|
|
 Deferred tax
|
(10.3)
|
(10.6)
|
(10.8)
|
 Other non-current
liabilities
|
(5.6)
|
(8.6)
|
(8.1)
|
Net assets
|
118.3
|
110.6
|
118.5
|
|
|
|
|
Working
capital1
|
62.6
|
47.9
|
42.8
|
1 Working capital is defined as Inventories plus trade and
other receivables less trade and other payables and
provisions
Non-current
assets
The non-current assets comprise:
goodwill, brands, patents and capitalised development costs;
property, plant and equipment; and software.
The goodwill totals £16.9 million
(HY23: £16.4 million). The increase is due to the addition of
Sheriff Technology at £0.7 million, together with foreign exchange
movements on the existing items.
The total cost of the brands is
£25.7 million (HY23: £26.4 million). The majority of brands
are being amortised over 10 and 15 years with Martin over 20
years. At 29 February 2024 the brands had carrying value, net
of amortisation, of £19.2 million compared to £21.6 million as at
28 February 2023.
Acquired technology and patent
costs comprise developments now in use and brought into the Group
as part of an acquisition. These are amortised over similar
periods to internally generated assets and as at 29 February 2024
comprised £37.3 million at cost, increasing by £2.0 million due to
the acquisition of Sheriff Technology. The net book value of
these assets at the period end was £24.9 million (FY23: £24.2
million).
The internally generated
technology and patent costs comprise capitalised research and
development costs for products currently in use. The
amortisation periods range from three years to fifteen years
depending on the expected life of the products. The shorter
amortisation periods are more usual for Focusrite and Novation
products and the longer periods for the ADAM Audio monitors, Martin
Audio live speakers and Sequential synthesisers.
The capitalised technology and patent costs as at
29 February 2024 had a carrying value, net of amortisation, of
£10.7 million (HY23: £9.2 million).
Capitalised technology and patent costs still
under development comprise acquired and
internally generated technology and patent costs for products
currently still in development. The cost of these items has
increased from £8.5 million at 1 September 2023 to £9.4 million as
at 29 February 2024, as a result of our £2.8 million ongoing
investment in new products, net of the transfer of £2.0 million of
costs to products now in use.
Overall, amortisation of the
intangible assets totals £5.8
million (HY23: £4.4 million). This
is split between amortisation of intangible assets acquired as part
of the acquisitions of £2.7 million
(HY23: £1.5 million), and other amortisation
of £3.1 million (HY23: £2.9 million). This has increased due to the
accelerated amortisation relating to Vocaster of £0.8m, £0.5m of
which would have been included in H2. The amortisation of
acquired intangible assets has been treated as an adjusting
item. The difference in the period between ongoing
amortisation of development costs and capitalised development costs
is £1.4 million (HY23: £2.0 million).
Based on current trading and
management forecasts, we have conducted impairment reviews for
those subsidiaries impacted by difficult markets with no
impairments to the carrying value of the intangible assets being
deemed necessary. This will be reassessed at the year-end for any
evidence of any permanent diminution in value.
The remaining £6.0 million net
book value of intangible assets (HY23: £3.0 million) is in respect
of software and trademarks. This has increased due to the
further stage payments relating to investment in licencing and
acquired technology to enhance our future product
functionality.
Tangible non-current assets
consist mainly of right of use assets relating to the Group's
leased offices and warehouses, and tooling equipment for the
manufacture of products. This has increased since February 2023 due
to inception of a new lease and fit out costs as Focusrite has
moved to a new headquarters in High Wycombe.
Working Capital Analysis
As of 29 February 2024, working
capital represented 37.0% of the last 12 months' revenue, a
significant increase from 27.0% in the comparable period of the
previous year (HY23). This uptick in working capital at the
half-year can be attributed to several factors.
Inventory Increase in Audio
Reproduction:
A notable inventory buildup occurred within the
Audio Reproduction segment, particularly for Linea Research. This
increase was strategic, aimed at supporting growth and ensuring a
stable component supply amidst industry-wide shortages. This
inventory expansion is anticipated to reverse in the latter half of
the year as the stock is deployed to meet the demands of the
current order book.
Rise in
Debtors: There has been a £4.7
million increase in debtors since the end of the previous fiscal
year, which included significant balances from the sell-in to the
sales channel for holiday season. This increase primarily
stems from a delayed payment from a significant US customer, in
accordance with a distribution agreement that postpones payments
until the distributor's stock levels decrease. This situation is
anticipated to improve significantly in the second half of the year
as we actively manage and reduce stock levels with our distribution
partners.
Creditor
Payments:
There has been a £17.4 million outflow in H1,
relating to seasonal payments for stock purchased for the winter
holiday season. This is usually offset by large debtor inflows
which have been delayed this year as noted above.
Consistent with our financial management practices, we have
continued to pay creditors promptly and efficiently. There have
been no significant changes in this area, underscoring our
commitment to maintaining strong relationships with our
suppliers.
Stock Levels and Scarlett
Transition:
Stock levels have remained elevated, particularly
due to managing the transition within the Scarlett range. We expect
a significant reduction as we streamline the stock position with
our distribution partners.
Overall, the increase in working
capital in HY24 is viewed as a temporary phase. We anticipate
a significant improvement in the second half of the year as the
actions outlined above take effect.
Cash Flow Analysis
|
HY24
|
HY23
|
FY23
|
|
£m
|
£m
|
£m
|
Cash and cash equivalents at the
beginning of the year
|
26.8
|
12.8
|
12.8
|
Foreign exchange
movements
|
(0.2)
|
0.1
|
(1.0)
|
Cash and cash equivalents at the end
of the year
|
8.9
|
13.5
|
26.8
|
Net(decrease)/ increase in cash and
cash equivalents (per Cash Flow Statement)
|
(17.7)
|
0.6
|
15.0
|
Change in bank loan
|
(8.1)
|
(13.7)
|
(15.2)
|
Increase in net debt
|
(25.8)
|
(13.1)
|
(0.2)
|
Add back equity dividend
paid
|
2.6
|
2.4
|
3.6
|
Add back acquisition of subsidiary
(net of cash acquired)
|
2.3
|
7.2
|
7.2
|
Free cash (outflow)/inflow
|
(20.9)
|
(3.5)
|
10.6
|
Add back non underlying items (cash
outflow)
|
0.1
|
1.2
|
1.7
|
Underlying free cash (outflow)/inflow
1
|
(20.8)
|
(2.3)
|
12.3
|
1Defined as cashflow before equity dividends, acquisition of
subsidiary (net of cash acquired) and adjusting items.
The underlying free cash outflow
in HY24 was £20.8 million, compared to a cash outflow of £2.3
million in HY23. We expect underlying free cashflow for FY24
to be a small outflow, with the temporary impacts on working
capital outlined above expected to largely reverse in the second
half of the year. The Group remains inherently cash
generative, and the aim is to return to the historic norm of strong
free cashflow generation in future years.
Free cash outflow in HY24 is £20.9
million compared to cash outflow of £3.5 million in HY23 and is
impacted by similar issues as underlying free cashflow. In the current first half year adjusting items relate to
the due diligence costs of the acquisition of Sheriff Technology as
outlined in Note 4 to the Interim Financial Statements. In
the prior year they related to payment of the of the Sequential
earn out and the due diligence costs relating to the acquisition of
Sonnox.
The net debt balance at the period
end was £27.3 million (HY23: net debt of £13.2 million and FY23:
net debt of £1.3 million). The net debt includes the
arrangement fee for the revolving credit facility (RCF) of £0.6
million which is being amortised across the period of the
facility. The increase in net debt since the beginning of
HY24 principally reflects the increase in working capital noted
above and the acquisition of Sheriff Technology for £2.3 million in
December 2023. The Group has a £50 million RCF facility split
evenly between HSBC and NatWest which was renewed in September 2023
and is due to expire at September 2028, with an optional one year
extension, together with an uncommitted facility for a further £50
million. As at the balance sheet date £36.2 million was drawn
down from the facility (HY23: £26.9 million, FY23 £26.8
million).
Dividend
The Board has approved an interim
dividend of 2.1p (HY23: 2.1p) which is in line with the previous
year, despite the reduction in profits and reflects the Board's
confidence in the future profit and cash generation prospects of
the Group.
Summary and Outlook
Focusrite plc has evolved into a
global business, encompassing 13 distinct yet synergistic brands,
operating across varied markets. This diversification strategy has
proved successful, as seen by the near-doubling of Group revenue
from £40 million in HY19, the half-year preceding the global
COVID-19 pandemic, to £77 million in the first half of this year.
Demand for our flagship Scarlett product range is 50% higher
than FY19 levels with end user registrations in line with the
previous half year, such that we believe we are continuing to take
market share.
The Content Creation division has
faced a particular set of challenges in HY24, with both
macro-economic weakness and an oversupply in the channel,
particularly as we navigate the transition of our Scarlett range
from the 3rd to the 4th generation.
Conversely, our Audio Reproduction division has seen significant
growth, bolstered by successful product launches in the previous
year and the inclusion of new brands within its
portfolio.
Though the industry outlook,
particularly for Content Creation, remains tough, we remain
encouraged by our product registration data which is comfortably
outperforming the market. The sustained robust performance of our
expanding Audio Reproduction division offers a positive
counterbalance to the ongoing headwinds in Content Creation. With a
series of planned product launches in the coming months and a
continued emphasis on our strategic growth initiatives, which will
lead to a greater weighting of sales in the second half, we remain
confident of meeting our full-year expectations.
Tim Carroll
Sally McKone
Chief Executive Officer
Chief Financial
Officer
Risks and Uncertainties
The Board has considered the
principal risks and uncertainties as presented in the 2023 Annual
Report and has determined that they broadly remain relevant to the
rest of this financial year, with the updates as set out below.
Such risks and uncertainties could have a material impact on the
Group's performance although they are not expected to cause the
Group's actual results to differ materially from the expected
results.
ESG
and our sustainability strategy
Our aim is to become industry
leaders in environmental sustainability. Alongside our 2023 Annual
Report we also published our first Environment and Climate Report,
providing a deep dive into our climate-related risks and
opportunities identified as part of the UK's Climate-related
Financial Disclosures (CFD) framework. In the year to date since
publication, we do not expect to see any significant shifts in risk
levels, with Climate Change broadly a low-medium risk to the Group
in the short term (up to 2030). More information about our CFD
report can be seen across pages 16-35 of our 2023 Environment and
Climate Report.
In the first half of this year, we
have made good progress incorporating more recycled materials into
our products, with Martin Audio making notable progress switching
an initial set of 10 products across to recycled plastic to be
completed by the end of this financial year, with more to follow
subsequently.
We are also pleased to share that we
have submitted our commitment letter to the Science Based Targets
Initiative, starting our 24-month target setting process to define
Near-term and Net Zero targets for the Group.
Macro-economic/Geopolitical conditions
Developments in politics, laws and
regulations affect our supply chains and operations. Currently many
countries are facing economic and fiscal challenges and growing
pressure on cost-of-living standards, though these have started to
ease somewhat in recent months. These issues impact our business as
governments, in response to political and social pressures, pursue
policies that could have a material adverse effect on our
operations and subsequently our earnings, cash flows and financial
condition.
The world continues to face
geopolitical instability. The broader consequences of the conflict
in Gaza remain uncertain and a wider regional escalation could have
greater impacts on our operations.
We continually monitor
geopolitical developments and societal issues relevant to our
interests. With regard to the current threat to the Red Sea
shipping route, we have made adjustments to our freight paths to
reduce our exposure and are closely monitoring the risk of a wider
regional escalation.
Cost inflation
Cost inflation continues to be
widely reported and remains prevalent in most of our major markets,
although easing somewhat in recent months. Indications of how
cost inflation is impacting the discretionary income available to
customers has been felt across all industries and revenue growth
has been impacted by macro-economic uncertainty. By remaining
competitive in the market and offering premium and desirable
products we aim to mitigate this by continuing to be the first
choice for customers.
The Group's customers continue to
operate in a range of different sectors which reduces the risk of a
downturn in a particular sector. As a global Group we operate in
different countries and therefore are less exposed if particular
countries are impacted.
Forward looking statements
The risks and uncertainties facing
the Group were reported in detail in the 2023 Annual Report and are
monitored closely by the Group. The forward-looking statements in
this 2024 Half Year Report cannot be relied upon as a guarantee or
prediction of future performance. We, like all businesses, continue
to face known and unknown risks, uncertainties and other factors,
many of which are beyond our control, which may mean our actual
results differ from those expressed in this first half year
report.
Condensed Consolidated Income
Statement
For the six months ended 29
February 2024
|
Note
|
Six months to
29 February 2024
|
Six
months to
28 February 2023
|
Year
to
31 August 2023
|
|
|
£'000
|
£'000
|
£'000
|
Revenue
|
2
|
76,884
|
86,243
|
178,465
|
Cost of sales
|
|
(41,683)
|
(45,619)
|
(93,616)
|
Gross profit
|
|
35,201
|
40,624
|
84,849
|
Administrative expenses
|
|
(30,544)
|
(29,163)
|
(60,506)
|
Adjusted EBITDA (non-GAAP measure)
|
|
12,098
|
18,053
|
38,568
|
Depreciation and
amortisation
|
|
(4,609)
|
(3,858)
|
(8,087)
|
Adjusting items for Adjusted
EBITDA:
|
|
|
|
|
Amortisation of acquired
intangible assets
|
|
(2,734)
|
(1,504)
|
(4,451)
|
Adjusting items
|
4
|
(98)
|
(1,230)
|
(1,687)
|
Operating profit
|
|
4,657
|
11,461
|
24,343
|
Finance income
|
|
83
|
712
|
770
|
Finance costs
|
|
(1,318)
|
(1,290)
|
(2,365)
|
Profit before tax
|
|
3,422
|
10,883
|
22,748
|
Income tax expense
|
5
|
(949)
|
(2,434)
|
(4,951)
|
Profit for the period from continuing
operations
|
|
2,473
|
8,449
|
17,797
|
Earnings per share
|
|
|
|
|
From continuing
operations
|
|
|
|
|
Basic (pence per share)
|
7
|
4.2
|
14.4
|
30.4
|
Diluted (pence per
share)
|
7
|
4.1
|
14.3
|
30.2
|
Condensed Consolidated Statement of Other Comprehensive
Income
For the six months ended 29
February 2024
|
|
Six months to
29 February 2024
|
|
Six months to
28 February 2023
|
|
Year
to
31 August 2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Profit for the period
|
|
2,473
|
|
8,449
|
|
17,797
|
Items that may be reclassified subsequently to the income
statement
|
|
|
|
|
Exchange differences on
translation of foreign operations
|
|
(77)
|
|
(999)
|
|
(1,742)
|
(Loss)/gain on forward foreign
exchange contracts designated and effective as a hedging
instrument
|
|
(190)
|
|
194
|
|
784
|
Exchange loss on acquired
amortisation
|
|
-
|
|
-
|
|
(18)
|
Tax on hedging
instrument
|
|
47
|
|
(38)
|
|
(186)
|
Total comprehensive income for the period
|
|
2,253
|
|
7,606
|
|
16,635
|
Profit attributable to:
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
2,253
|
|
7,606
|
|
16,635
|
|
|
|
|
|
|
|
|
Notes to the Condensed
Consolidated Interim Financial Statements
1. Basis of
preparation and significant accounting policies
Focusrite plc (the 'Company') is a
company incorporated in the UK. The condensed consolidated interim
financial statements ('interim financial statements') as at and for
the six months ended 29 February 2024 comprised the Company and its
subsidiaries (together referred to as the 'Group').
The Group is a business engaged in
the development, manufacture and marketing of professional audio
and electronic music products.
Statement of compliance
The condensed set of financial
statements are for the six months ended 29 February 2024 and are
presented in Pounds ('GBP' thousands; £'000). This is the
functional currency of the Group.
The condensed set of financial
statements has been prepared in accordance with the recognition and
measurement requirements of UK-adopted international accounting
standards and the AIM rules.
The annual financial statements of
the Group for the year ending 31 August 2024 will be prepared in
accordance with UK-adopted international accounting
standards. The condensed set of financial statements has been
prepared applying the accounting policies and presentation that
were applied in the preparation of the company's published
consolidated financial statements for the year ended 31 August 2023
which were prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the
Companies Act 2006.
AIM listed companies are not
required to comply with IAS 34 'Interim Financial Reporting' and
accordingly the Company has taken advantage of this exemption. The
condensed financial statements do not include all the information
required for a complete set of IFRS financial statements. However,
selected explanatory notes are included to explain events and
transactions that are significant to an understanding of the
changes in the Group's financial position and performance since the
last annual consolidated financial statements as at and for the
year ended 31 August 2023.
These interim financial statements
were authorised for issue by the Company's Board of Directors on 24
April 2024.
The comparative figures for the
financial year ended 31 August 2023 are the Company's statutory
accounts for that financial year. Those accounts have been reported
on by the Company's auditor and delivered to the registrar of
companies. The report of the auditor was (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.
Significant accounting policies
1.1 Basis of consolidation
The consolidated financial
statements comprise the financial statements of the Company and
subsidiaries controlled by the Company drawn up to 29 February
2024.
1.2 Subsidiaries
Subsidiaries are entities
controlled by the Group. Control exists when the Group has the
power to govern the financial and operating policies of an entity
so as to obtain benefits from its activities. In assessing control,
the Group takes into consideration potential voting rights that are
currently exercisable. The acquisition date is the date on which
control is transferred to the acquirer. The financial statements of
subsidiaries are included in the consolidated financial statements
from the date that control commences until the date control
ceases.
1.3 Going concern
The Board of Directors have 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 date of approval of these interim financial statements
("the going concern period"). Accordingly, the interim
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 £50.0 million which was renewed in September
2023. The availability of the revolving credit facility is
subject to continued compliance with certain covenants. In
addition the Group has agreed a further £50 million uncommitted
facility on similar terms.
The Directors have prepared
projected cash flow forecasts for the period ending 12 months from
the date of their approval of these financial statements. These
forecasts include a severe but plausible downside scenarios,
including the impact of a recession, loss of a major distributor
and significant decline in a major product category.
The base case covers the period to
April 2025 and includes demanding but achievable forecast growth.
The forecast has been extracted from the Group's FY24 forecast. Key
assumptions include:
· Future growth assumptions in line with market growth
assumptions and new product introductions and adjusted for the
annualisation of recent acquisitions' results.
· Continued investments in research and development in all
areas of the Group.
· No
further acquisitions
· Dividends consistent with the Group's dividend
policy.
Throughout the period the forecast
cash flow information indicates that the Group will have sufficient
liquidity and comply with the leverage and interest cover covenants
contained within the facility.
The Directors have modelled severe
but plausible downside scenarios of the risks identified above.
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 these scenarios, 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, as a reverse stress
test, the Directors estimate that if the Group were to experience a
shortfall in revenue of greater than 25% than the current
expectations permanently from the start of the forecast period,
leverage could rise to the upper limits allowed by the banking
covenants by April 2025. This scenario includes consequential
reductions in the purchases of stock and dividends. 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's revenue levels
are lower than the prior period but consumer registrations and
underlying end-user customer demand remain stable. During the
second half of the year the Group expects to see cashflows improve,
and net debt has now reduced from a net debt position of £27.3
million reported at the end of H1 to approximately net debt of
£25.1 million at 22 April 2024.
Consequently, the Directors are
confident that the Group 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.
1.4 Earnings per share
The Group presents basic and
diluted earnings per share ('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.
1.5 Accounting estimates and
judgements
In application of the Group's
accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
In preparing these condensed
consolidated interim financial statements, the significant
judgements made by the Directors in applying the Group's accounting
policies and key sources of estimation uncertainty were the same as
those applied to the Group's financial statements for the year
ended 31 August 2023.
1.6 Foreign currencies
The individual financial
statements of each subsidiary are presented in the currency of the
primary economic environment in which it operates (its functional
currency). Sterling is the predominant functional currency of the
Group and presentation currency for the consolidated financial
information.
In preparing the financial
statements of the individual companies, transactions in currencies
other than the entity's functional currency (foreign currencies)
are recognised at the rates of exchange prevailing on the dates of
the transactions. At each balance sheet date, monetary assets and
liabilities that are denominated in foreign currencies are
retranslated at the rates prevailing at that date. Non-monetary
items carried at fair value that are denominated in foreign
currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured
in terms of historical cost in a foreign currency are not
retranslated.
Exchange differences are
recognised in profit or loss in the period in which they arise.
Exchange differences on revenue are recognised within revenue.
Exceptions to this are as follows:
· Exchange differences on transactions entered into to hedge
certain foreign currency risks (see below under cash flow
hedges/financial instruments); and
· For
the purpose of presenting consolidated financial information,
exchange differences on monetary items receivable from or payable
to a foreign operation for which settlement is neither planned nor
likely to occur (therefore forming part of the net investment in
the foreign operation), which are recognised initially in other
comprehensive income and reclassified from equity to profit or loss
on disposal or partial disposal of the net investment.
For the purpose of presenting
consolidated financial information, the assets and liabilities of
the Group's foreign operations are translated at exchange rates
prevailing on the balance sheet date. Income and expense items are
translated at the average exchange rates for the period, unless
exchange rates fluctuate significantly during that period, in which
case the exchange rates at the date of the transactions are used.
Exchange differences arising, if any, are recognised in the income
statement.
1.7 Hedge
accounting
The Group has adopted hedge
accounting for qualifying transactions. Derivatives are initially
recognised at fair value at the date a derivative contract is
entered into and are subsequently remeasured to their fair value at
each balance sheet date. The resulting gain or loss is recognised
in profit or loss immediately unless the derivative is designated
and effective as a hedging instrument, in which event the timing of
the recognition in profit or loss depends on the nature of the
hedge relationship. The Group designates certain derivatives as
either hedges of the fair value of recognised assets or liabilities
of firm commitments (fair value hedges), hedges of highly probable
forecast transactions or hedges of foreign currency risk of firm
commitments (cash flow hedges), or hedges of net investments in
foreign operations.
Cash flow hedges
Where a derivative financial
instrument is designated as a hedge of the variability in cash
flows of a recognised asset or liability, or a highly probable
forecast transaction, the effective part of any gain or loss on the
derivative financial instrument is recognised directly in the
hedging reserve. Any ineffective portion of the hedge is
recognised immediately in the income statement.
When the forecast transaction
subsequently results in the recognition of a non-financial item,
the associated cumulative gain or loss is removed from the hedging
reserve and is included in the initial carrying amount of the
non-financial asset or liability. For all other hedged
forecast transactions, the associated cumulative gain or loss is
removed from equity and recognised in the income statement in the
same period during which the hedged expected future cash flows
affects profit or loss.
When the hedging instrument is
sold, expires, is terminated or exercised, or the entity revokes
designation of the hedge relationship but the hedged forecast
transaction is still expected to occur, the cumulative gain or loss
at that point remains in equity and is recognised in accordance
with the above policy when the transaction occurs. If the hedged
transaction is no longer expected to take place, the cumulative
unrealised gain or loss recognised in equity is recognised in the
income statement immediately.
1.8 Alternative Performance Measures (APMs) and
Adjusting items
The Group has disclosed certain
alternative performance measures ('APMs') within these interim
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 considers that the term 'Adjusted' together
with an adjusting items category, provides a helpful view of the
ongoing trading performance of the Group.
Adjusted results will therefore
exclude certain significant costs such as amortisation on acquired
intangibles, together with some non-recurring costs and benefits
and so should not be regarded as a complete picture of the Group's
financial performance.
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, sale of
trademark (only in HY23) and restructuring costs, together with
amortisation of acquired intangible assets.
The following APMs have been used in
these financial results:
· Organic constant currency growth - this is calculated by
comparing current period revenue to prior period revenue adjusted
for current period exchange rates and the impact of acquisitions,
shown within the Financial Review.
· Adjusted EBITDA - comprising earnings (operating profit)
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 following
· Adjusted earnings per share ('EPS') - earnings per share
excluding adjusting items. See reconciliation
following
· Free
cash flow - net increase/(decrease) in cash and cash equivalents
excluding net cash used acquisitions, movements on the bank loan
and dividends paid. See reconciliation following
· Underlying free cash flow - as free cash flow but adding back
adjusting items. See reconciliation following
· Net
debt - comprised of cash and cash equivalents, overdrafts and
amounts drawn against the RCF including the costs of arranging the
RCF. See reconciliation following
Reconciliation of Alternative Performance Measures to
Statutory Reported Measures
|
Six months ended
29 February 2024
|
Six
months ended
28 February 2023
|
|
Adjusted
EBITDA
£'000
|
Adjusted Operating
Profit
£'000
|
Adjusted Diluted
EPS
£'000
|
Adjusted
EBITDA
£'000
|
Adjusted Operating
Profit
£'000
|
Adjusted Diluted
EPS
£'000
|
Reported Operating Profit
|
4,657
|
4,657
|
|
11,461
|
11,461
|
|
Reported Profit after tax
|
|
|
2,474
|
|
|
8,449
|
Add back/(deduct):
|
|
|
|
|
|
|
Underlying depreciation and
amortisation
|
4,609
|
|
|
3,858
|
-
|
-
|
Amortisation on acquired
intangibles
|
2,734
|
2,734
|
2,734
|
1,504
|
1,504
|
1,504
|
Acquisition costs
|
98
|
98
|
98
|
328
|
328
|
328
|
Earnout in relation to
acquisition
|
-
|
-
|
-
|
523
|
523
|
523
|
Restructuring
|
-
|
-
|
-
|
379
|
379
|
379
|
Tax on adjusting items
|
|
|
(708)
|
-
|
-
|
(565)
|
Adjusted
|
12,098
|
7,489
|
4,598
|
18,053
|
14,195
|
10,618
|
Weighted average number of total
ordinary shares including dilutive impact
|
|
|
59,749
|
|
|
58,935
|
Adjusted diluted EPS (p)
|
|
|
7.7
|
|
|
18.0
|
|
Year ended
31 August 2023
|
|
Adjusted
EBITDA
£'000
|
Adjusted
Operating
Profit
£'000
|
Adjusted
Diluted
EPS
£'000
|
Reported Operating Profit
|
24,343
|
24,343
|
|
Reported Profit after tax
|
|
|
17,797
|
Add back (deduct):
|
|
|
|
Underlying depreciation and
amortisation
|
8,087
|
-
|
-
|
Amortisation on acquired
intangibles
|
4,451
|
4,451
|
4,451
|
Acquisition costs
|
367
|
367
|
367
|
Earnout in relation to
acquisition
|
786
|
786
|
786
|
Restructuring
|
534
|
534
|
534
|
Tax on adjusting items
|
-
|
-
|
(1,319)
|
Adjusted
|
38,568
|
30,481
|
22,616
|
Weighted average number of total
ordinary shares including dilutive impact
|
|
|
58,953
|
Adjusted diluted EPS (p)
|
|
|
38.4
|
|
Six months ended
29 February 2024
|
|
Six
months ended
28 February 2023
|
|
Year
ended
31
August 2023
|
|
Free cash
flow
£'000
|
Adjusted free cash
flow
£'000
|
|
Free cash
flow
£'000
|
Adjusted free cash
flow
£'000
|
|
Free cash
flow
£'000
|
Adjusted free cash
flow
£'000
|
Net (decrease)/increase in cash and
cash equivalents during the year
|
(17,711)
|
(17,711)
|
|
635
|
635
|
|
14,983
|
14,983
|
Add back: dividends paid
|
2,638
|
2,638
|
|
2,428
|
2,428
|
|
3,609
|
3,609
|
Add back: cash outflow in relation
to acquisition of business
|
2,276
|
2,276
|
|
7,153
|
7,153
|
|
7,153
|
7,153
|
Change in bank loan
|
(8,136)
|
(8,136)
|
|
(13,706)
|
(13,706)
|
|
(15,226)
|
(15,226)
|
Add back: adjusting items
|
-
|
98
|
|
-
|
1,230
|
|
-
|
1,687
|
Free cashflow/Adjusted Free cashflow
|
(20,933)
|
(20,835)
|
|
(3,490)
|
(2,260)
|
|
10,519
|
12,206
|
Definition of net debt
|
29 February
2024
Net debt
|
|
28
February 2023
Net
debt
|
|
31
August 2023
Net
debt
|
Cash and cash equivalents
|
8,924
|
|
13,527
|
|
26,787
|
Bank loan
|
(36,851)
|
|
(26,897)
|
|
(28,192)
|
RCF arrangement fee
|
623
|
|
137
|
|
99
|
Net
debt
|
(27,304)
|
|
(13,233)
|
|
(1,306)
|
2.
Revenue
An analysis of the Group's revenue
is as follows:
|
Six months to 29 February
2024
|
|
Six
months to 28 February 2023
|
|
|
North
America
|
EMEA
|
Rest of
World
|
Total
|
|
North
America
|
EMEA
|
Rest of
World
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Focusrite
|
14,370
|
11,633
|
3,357
|
29,360
|
|
20,669
|
14,309
|
5,106
|
40,084
|
Novation
|
2,907
|
3,789
|
1,163
|
7,859
|
|
2,838
|
4,060
|
1,343
|
8,241
|
ADAM Audio
|
4,743
|
5,985
|
568
|
11,296
|
|
3,194
|
6,087
|
880
|
10,161
|
Sequential
|
2,062
|
2,149
|
328
|
4,539
|
|
4,295
|
3,638
|
746
|
8,679
|
|
Sonnox
|
436
|
465
|
146
|
1,047
|
|
116
|
130
|
60
|
306
|
Content Creation
|
24,518
|
24,021
|
5,562
|
54,101
|
|
31,112
|
28,224
|
8,135
|
67,471
|
Audio Reproduction - Martin
Audio
|
4,284
|
10,447
|
8,052
|
22,783
|
|
5,197
|
8,420
|
5,155
|
18,772
|
Total
|
28,802
|
34,468
|
13,614
|
76,884
|
|
36,309
|
36,644
|
13,290
|
86,243
|
|
Year to
31 August 2023
|
|
North
America
|
EMEA
|
Rest of
World
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Focusrite
|
45,724
|
29,334
|
11,259
|
86,317
|
Novation
|
6,078
|
6,711
|
3,776
|
16,565
|
ADAM Audio
|
5,657
|
10,072
|
2,720
|
18,449
|
Sequential
|
7,115
|
6,309
|
1,056
|
14,480
|
Sonnox
|
405
|
492
|
242
|
1,139
|
Content Creation
|
64,979
|
52,918
|
19,053
|
136,950
|
Martin Audio
|
12,684
|
16,601
|
12,230
|
41,515
|
Total
|
77,663
|
69,519
|
31,283
|
178,465
|
3. Operating segments
Products and services from which reportable segments derive
their revenue
Information reported to the Group's
Chief Executive Officer (who has been determined to be the Group's
Chief Operating Decision Maker) for the purposes of resource
allocation and assessment of segment performance is focused on the
main product groups which the Group sells. While the results of
Novation and Ampify are reported separately to the Board, they meet
the aggregation criteria set out in IFRS 8 'Operating Segments'.
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 and Ampify branded products
ADAM
Audio
-
Sale of ADAM Audio products
Sequential
-
Sale of Sequential products.
Sonnox
-
Sale of Sonnox software plug ins (acquired 19 December
2022)
Martin
Audio
-
Sale of Martin Audio, Optimal Audio, Linea Research and Sheriff
Technology trading brands TiMax and OutBoard (acquired 19 December
2023) products.
The revenue and profit generated
by each of the Group's operating segments are summarised as
follows:
|
Six months to
29 February 2024
|
Six
months to
28 February
2023
|
Year
to
31 August
2023
|
|
£'000
|
£'000
|
£'000
|
Revenue from external customers
|
|
|
|
Focusrite
|
29,360
|
40,084
|
86,317
|
Novation
|
7,859
|
8,241
|
16,565
|
ADAM Audio
|
11,296
|
10,161
|
18,449
|
Sequential
|
4,539
|
8,679
|
14,480
|
Sonnox
|
1,047
|
306
|
1,139
|
Content Creation
|
54,101
|
67,471
|
136,950
|
Martin Audio
|
22,783
|
18,772
|
41,515
|
Audio Reproduction
|
22,783
|
18,772
|
41,515
|
Total revenue from external customers
|
76,884
|
86,243
|
178,465
|
Segment profit
|
|
|
|
Focusrite
|
11,273
|
19,148
|
40,130
|
Novation
|
4,387
|
4,485
|
9,133
|
ADAM Audio
|
5,505
|
4,738
|
9,570
|
Sequential
|
1,719
|
3,779
|
6,705
|
Sonnox
|
994
|
290
|
1,125
|
Martin Audio
|
11,323
|
8,184
|
18,186
|
Total segment profit
|
35,201
|
40,624
|
84,849
|
Central sales and administrative
expenses
|
(30,446)
|
(27,933)
|
(58,819)
|
Adjusting items
|
(98)
|
(1,230)
|
(1,687)
|
Operating profit
|
4,657
|
11,461
|
24,343
|
Finance income
|
83
|
712
|
770
|
Finance costs
|
(1,318)
|
(1,290)
|
(2,365)
|
Profit before tax
|
3,422
|
10,883
|
22,748
|
Tax
|
(949)
|
(2,434)
|
(4,951)
|
Profit after tax
|
2,473
|
8,449
|
17,797
|
Segment profit represents the
profit earned by each segment without allocation of the share of
central administration costs, other income, finance income and
finance costs, and income tax expense. This is the measure reported
to the Group's Chief Executive Officer 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 a charge relating to the share option
scheme of £192,000 for the six-month period to 29 February 2024
(six months to 28 February 2023: credit of £341,000; year to 31
August 2023: credit of £282,000).
Segment net assets and other segment
information
Management does not make use of
segmental data relating to net assets and other balance sheet
information for the purposes of monitoring segment performance and
allocating resources between segments. Accordingly, other
than the analysis of the Group's non-current assets by region shown
below, this information is not available for disclosure in the
condensed consolidated financial information.
The Group's non-current assets,
analysed by region, were as follows:
|
29
February
2024
|
28
February
2023
|
31
August
2023
|
|
£'000
|
£'000
|
£'000
|
Non-current assets
|
|
|
|
North America
|
10,242
|
9,423
|
8,937
|
Europe, Middle East and
Africa
|
88,584
|
85,615
|
86,725
|
Rest of World
|
58
|
113
|
213
|
Total non-current assets
|
98,884
|
95,151
|
95,875
|
UK
|
69,759
|
69,560
|
68,867
|
4.
Adjusting
items
The following adjusting items have
been charged/(credited) to the income statement in the
period
|
Six months
to
29
February
2024
|
Six
months to
28
February
2023
|
Year
to
31
August
2023
|
|
£'000
|
£'000
|
£'000
|
Adjusting costs
|
|
|
|
Acquisition and due diligence
costs
|
98
|
328
|
367
|
Earnout accrual in relation to
acquisitions
|
-
|
523
|
786
|
Restructuring
|
-
|
379
|
534
|
Total adjusting items for adjusted EBITDA
|
98
|
1,230
|
1,687
|
Amortisation of acquired
intangible assets
|
2,734
|
1,504
|
4,451
|
Total adjusting items for adjusted operating
profit
|
2,832
|
2,734
|
6,138
|
Tax on adjusting items
|
(708)
|
(565)
|
(1,319)
|
Total adjusting items for adjusted profit after
tax
|
2,124
|
2,169
|
4,819
|
Adjusting items charged to the
income statement in the six months to 29 February 2024 relate to
the work associated with the acquisition of Sheriff Technology Ltd
trading under the principal brands of OutBoard and TiMax.
5. Taxation
The tax charge for the six months
to 29 February 2024 is based on the estimated tax rate for the full
year in each jurisdiction.
6.
Dividends
The following equity dividends
have been declared:
|
Six months to
29 February 2024
|
Six
months to
28 February 2023
|
Year
to
31 August 2023
|
Dividend per qualifying ordinary
share
|
2.1p
|
2.1p
|
6.6p
|
During the period, the Company
paid a final dividend in respect of the year ended 31 August 2023
of 4.5 pence per share. The Board has approved an interim
dividend of 2.1 pence per ordinary share (HY23: 2.1 pence).
This will be payable on 10 June 2024 to ordinary shareholders
on the register on 10 May 2024. The ex-dividend date will be
9th May 2024.
7.
Earnings per
share
Reported EPS
The calculation of the basic and
diluted EPS is based on the following data:
|
Six months to
29 February
2024
|
Six
months to
28 February 2023
|
Year
to
31 August
2023
|
|
£'000
|
£'000
|
£'000
|
Earnings for the purposes of basic
and diluted EPS being net profit for the period
|
2,474
|
8,449
|
17,797
|
Adjusting items (see note
4)
|
2,832
|
2,734
|
6,138
|
Tax on adjusting items
|
(708)
|
(565)
|
(1,319)
|
Total adjusted profit for adjusted
EPS calculation
|
4,598
|
10,618
|
22,616
|
Number of shares
|
Six Months to 29
February
2024
|
Six
months to
28
February
2023
|
Year
to
31 August
2023
|
Weighted average number of
ordinary shares for the purposes of basic EPS
calculation
|
58,872
|
58,494
|
58,506
|
Effect of dilutive potential
ordinary shares:
|
|
|
|
Employee and Director share option
plans
|
877
|
441
|
447
|
Weighted average number of
ordinary shares for the purposes of diluted EPS
calculation
|
59,749
|
58,936
|
58,953
|
|
|
|
|
EPS
|
Pence
|
Pence
|
Pence
|
Basic EPS
|
4.2
|
14.4
|
30.4
|
Diluted EPS
|
4.1
|
14.3
|
30.2
|
Adjusted basic
EPS1
|
7.8
|
18.2
|
38.7
|
Adjusted diluted
EPS1
|
7.7
|
18.0
|
38.4
|
At 29 February 2024, the total
number of ordinary shares issued and fully paid was 59,211,639.
This included shares held by the Employee Benefit Trust ('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 less the weighted
average number of shares held by the EBT. 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.
8.
Other intangible
assets
|
Brands
|
Acquired technology and
patents costs
|
Technology and patents under
Development
|
Internally generated
technology and patents costs
|
Intellectual property,
Licences and Trademarks
|
Computer
software
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost
|
|
|
|
|
|
|
|
At 1 September 2022
|
26,318
|
30,178
|
8,310
|
27,708
|
3,726
|
1,384
|
97,624
|
Additions - acquired
separately
|
-
|
-
|
-
|
-
|
1,706
|
318
|
2,024
|
Additions - products developed
during the period
|
-
|
-
|
6,085
|
2,514
|
-
|
-
|
8,599
|
Additions through business
combination
|
400
|
4,700
|
450
|
-
|
-
|
3
|
5,553
|
Transfer
|
-
|
801
|
(6,261)
|
5,600
|
-
|
(140)
|
-
|
Disposals
|
-
|
-
|
-
|
(4,108)
|
-
|
-
|
(4,108)
|
Foreign exchange
|
(1,010)
|
(628)
|
(55)
|
(183)
|
(2)
|
|
(1,878)
|
At 31 August 2023
|
25,708
|
35,051
|
8,529
|
31,531
|
5,430
|
1,565
|
107,814
|
Additions - acquired separately
|
-
|
-
|
-
|
-
|
2,523
|
1
|
2,524
|
Additions - products developed during the
period
|
-
|
-
|
2,819
|
1,729
|
-
|
-
|
4,548
|
Additions through business combination
|
-
|
2,025
|
-
|
-
|
-
|
-
|
2,025
|
Transfer
|
-
|
250
|
(1,961)
|
1,711
|
-
|
-
|
-
|
Foreign exchange
|
36
|
13
|
(9)
|
2
|
-
|
-
|
42
|
At 29 February 2024
|
25,744
|
37,339
|
9,378
|
34,973
|
7,953
|
1,566
|
116,953
|
Amortisation
|
|
|
|
|
|
|
|
At 1 September 2022
|
3,909
|
7,377
|
970
|
20,562
|
1,683
|
1,159
|
35,660
|
Charge for the period
|
1,885
|
3,536
|
-
|
4,824
|
342
|
244
|
10,831
|
Transfer
|
-
|
-
|
-
|
239
|
-
|
(239)
|
-
|
Eliminated on disposal
|
-
|
-
|
-
|
(4,081)
|
-
|
-
|
(4,081)
|
Reversal of
amortisation
|
-
|
-
|
(970)
|
-
|
-
|
-
|
(970)
|
Foreign exchange
|
(196)
|
(116)
|
-
|
(22)
|
(1)
|
-
|
(335)
|
At 31 August 2023
|
5,598
|
10,797
|
-
|
21,522
|
2,024
|
1,164
|
41,105
|
Charge for the year
|
911
|
1,823
|
-
|
2,779
|
202
|
109
|
5,824
|
Foreign Exchange
|
-
|
(144)
|
-
|
(1)
|
-
|
-
|
(145)
|
At 29 February 2024
|
6,509
|
12,476
|
-
|
24,300
|
2,226
|
1,273
|
46,784
|
|
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
|
|
At 29 February 2024
|
19,235
|
24,863
|
9,378
|
10,673
|
5,727
|
293
|
70,169
|
At 31 August 2023
|
20,110
|
24,254
|
8,529
|
10,009
|
3,406
|
401
|
66,709
|
9.
Financial
instruments
The fair value of the Group's
derivative financial instruments is calculated using the quoted
prices. Where such prices are not available, a discounted cash flow
analysis is performed using the applicable yield curve for the
duration of the instruments for non-optional derivatives, and an
option pricing model for optional derivatives. Foreign currency
forward contracts are measured using quoted forward exchange rates
and yield curves derived from quoted interest rates matching
maturities of the contract.
IFRS 13 'Fair Value Measurements'
requires the Group's derivative financial instruments to be
disclosed at fair value and categorised in three levels according
to the inputs used in the calculation of their fair
value.
Financial instruments carried at
fair value should be measured with reference to the following
levels:
·
Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities;
·
Level 2: inputs other than quoted prices included
within Level 1 that are observable for the asset or
liability, either directly (i.e.,
as prices) or indirectly (i.e., derived from prices);
and
·
Level 3: inputs for the asset or liability that
are not based on observable market data (unobservable
inputs).
The financial instruments held by
the Group that are measured at fair value all related to financial
assets/(liabilities) measured using a Level 2 valuation
method.
The fair value of financial assets
and liabilities held by the Group are:
|
29 February 2024
|
28 February 2023
|
31 August 2023
|
|
£'000
|
£'000
|
£'000
|
Financial assets
|
|
|
|
Fair value
|
|
|
|
Cash and cash
equivalents
|
8,924
|
13,527
|
26,787
|
Trade and other
receivables
|
37,186
|
23,130
|
28,617
|
Designated cash flow hedge
relationships
|
|
|
|
Derivative financial assets
designated and effective as cash flow hedging
instruments
|
301
|
-
|
491
|
|
46,411
|
36,657
|
55,895
|
Financial liabilities
|
|
|
|
Fair value
|
|
|
|
Trade and other
payables
|
12,080
|
12,246
|
26,044
|
Bank loan and arrangement
fee
|
36,228
|
26,760
|
28,093
|
Amounts payable in relation to
staged acquisition payments
|
2,790
|
3,486
|
2,621
|
Designated cash flow hedge
relationships
|
|
|
|
Derivative financial liabilities
designated and effective as cash flow hedging
instruments
|
-
|
99
|
-
|
|
51,098
|
42,591
|
56,758
|
10. Acquisition of a
subsidiary
On 19 December 2023, the Group
completed the acquisition of 100% of the share capital of Sheriff
Technology Limited (Sheriff), which trades principally under the
OutBoard and TiMax brands. The total consideration has been
calculated as £2.8 million, with £2.4 million paid on
completion. An additional amount of up to £1.2 million is due
in January 2025 upon the achievement of agreed gross profit
targets, with a forecast discounted amount of £0.4 million being
included as additional consideration. The acquisition was funded by a drawdown of £2.3 million on
the existing revolving credit facility of £50 million with HSBC and
Natwest. Sheriff had £0.1m of cash at the acquisition date such
that the net cash consideration was £2.3 million.
Sheriff is a UK-based company
specialising in innovative entertainment technologies, which it
sells globally. Operating under two sub-brands-TiMax and
OutBoard-their products are vital for professionals in the
audiovisual industry, particularly in live performances, event
management, and the rapidly expanding sector of immersive sound
experiences.
For the period between the
acquisition date and 29 February 2024, Sheriff contributed revenue
of £0.3 million and a profit before tax of £0.1 million to the
Group. If the acquisition had occurred on 1 September 2023,
management estimates that Out Board's revenue would have been £1.8
million and profit before tax for the period would have been £0.6
million.
Acquisition-related costs
The Group incurred
acquisition-related costs of £0.1 million on legal fees and due
diligence costs relating to the acquisition of Sheriff. These have
been included in adjusting item costs to give investors a better
understanding of the costs related to the acquisition of
Sheriff. 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
|
£000
|
SoundHub
technology
|
1,600
|
Motor control technology
|
425
|
Intangible assets
|
2,025
|
Property, plant and
equipment
|
2
|
Working capital (including
cash)
|
584
|
Deferred tax liability
|
(506)
|
Net
identifiable assets and liabilities at fair value
|
2,105
|
Goodwill recognised on
acquisition
|
750
|
Consideration recognised
|
2,855
|
The acquired 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
|
Developed technology
|
Income approach (multi-period excess
earnings method "MEEM")
|
|
The key assumption used is the
forecast revenues attributable to the existing asset.
|
Goodwill
The goodwill recognised is
attributable to:
·
the skills and technical talent of the Sheriff
workforce;
·
income growth potential from new products, future
relationships;
·
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
|
Asset
|
Cost
|
10% sales
increase
|
10% sales
decrease
|
Developed technology
|
2,025
|
292
|
(262)
|
In December 2022 the Group purchased
Sonnox Ltd for £9,095,000, resulting in acquired intangible assets
additions of £5,553,000 and goodwill of £2,683,000 arising due to
this business combination.
Independent Review Report to Focusrite plc
Conclusion
We have been engaged by the
company to review the condensed set of financial statements in the
half-yearly report for the six months ended 29 February 2024 which
comprises the Condensed Consolidated Income Statement, Condensed
Consolidated Statement of Other Comprehensive Income, Condensed
Consolidated Statement of Financial Position, Condensed
Consolidated Statements of Changes in Equity, Consolidated
Statement of Cash Flow and the related explanatory
notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of financial statements in the half-yearly report for the six
months ended 29 February 2024 is not prepared, in all material
respects, in accordance with the recognition and measurement requirements of UK-adopted
international accounting standards and the AIM Rules.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 Review of Interim Financial
Information Performed by the Independent Auditor of the
Entity ("ISRE (UK) 2410") issued for use in the UK. A
review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures. We read the other information contained in the
half-yearly report and consider whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we
do not express an audit opinion.
Conclusions relating to going concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that
the directors have inappropriately adopted the going concern basis
of accounting, or that the directors have identified material
uncertainties relating to going concern that have not been
appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the group to cease
to continue as a going concern, and the above conclusions are not a
guarantee that the group will continue in operation.
Directors'
responsibilities
The half-yearly report is the
responsibility of, and has been approved by, the directors.
The directors are responsible for preparing the half-yearly report
in accordance with the AIM Rules.
As disclosed in note 1, the annual
financial statements of the group are prepared in accordance with
UK-adopted international accounting standards.
The directors are responsible for
preparing the condensed set of financial statements included in the
half-yearly report in accordance with the recognition and
measurement requirements of UK-adopted international accounting
standards.
In preparing the condensed set of
financial statements, the directors are responsible for assessing
the group's ability to continue as a going concern, disclosing, as
applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no realistic
alternative but to do so.
Our responsibility
Our responsibility is to express
to the company a conclusion on the condensed set of financial
statements in the half-yearly report based on our review. Our
conclusion, including our conclusions relating to going concern,
are based on procedures that are less extensive than audit
procedures, as described in the Basis for conclusion section of
this report.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the
company in accordance with the terms of our engagement. Our
review has been undertaken so that we might state to the company
those matters we are required to state to it in this report and for
no other purpose. To the fullest extent permitted by law, we
do not accept or assume responsibility to anyone other than the
company for our review work, for this report, or for the
conclusions we have reached.
James Tracey
for
and on behalf of KPMG LLP
Chartered Accountants
One
Snowhill
Snow Hill Queensway
Birmingham
B4
6GH
24
April 2024