
4 March 2025
AIM: JSG
Johnson Service Group
PLC
('JSG' or 'the
Group')
Preliminary Results for the
Year Ended 31 December 2024
Strong FY24 performance and
well placed for continued progress and margin improvement in
FY25
Intention to launch a
further share buyback programme
FINANCIAL
HIGHLIGHTS
|
2024
|
2023
|
%
increase
|
|
Adjusted results
|
|
|
|
|
Revenue
|
£513.4m
|
£465.3m
|
10.3%
|
|
Adjusted operating
profit1
|
£62.3m
|
£50.5m
|
23.4%
|
|
Adjusted operating profit
margin1
|
12.1%
|
10.9%
|
n/a
|
|
Adjusted EBITDA
margin1
|
29.7%
|
28.3%
|
n/a
|
|
Adjusted profit before
taxation2
|
£54.8m
|
£44.5m
|
23.1%
|
|
Adjusted diluted earnings
per share3
|
10.1p
|
7.8p
|
29.5%
|
|
Statutory results
|
|
|
|
|
Operating profit
|
£54.7m
|
£43.6m
|
25.5%
|
|
Profit before
taxation
|
£47.2m
|
£37.6m
|
25.5%
|
|
Diluted earnings per
share
|
8.4p
|
6.4p
|
31.3%
|
|
Dividend
|
4.0p
|
2.8p
|
42.9%
|
|
Notes
1 'Adjusted
EBITDA' refers to operating profit before amortisation of
intangible assets (excluding software amortisation) and exceptional
items (defined as 'adjusted operating profit') plus the
depreciation charge for property, plant and equipment, textile
rental items and right of use assets, plus software
amortisation.
2 'Adjusted
profit before taxation' refers to adjusted operating profit less
total finance costs.
3 'Adjusted
diluted earnings per share' refers to earnings per share calculated
on adjusted profit after taxation.
§ Organic
revenue in HORECA increased 5.6%; stable revenue in
Workwear.
§ Revenue
for the Hotel, Restaurant and Catering ('HORECA') division
increased by 15.0% to £371.2 million (2023: £322.7 million) whilst
adjusted EBITDA increased by 23.2% to
£110.5 million (2023: £89.7 million), giving an increased margin of
29.8% (2023: 27.8%).
§ Revenue
within Workwear was in line with the prior year at £142.2 million
(2023: £142.6 million) whilst adjusted EBITDA increased to £49.4
million (2023: £48.6 million) with an increased margin of 34.7%
(2023: 34.1%).
§ £20.6
million acquisition of Empire Linen
Services Limited ('Empire') with a further
£44.6 million of capital investment across the estate; balance
sheet remains strong with capacity for further
investment.
§ Committed revolving credit facility of £120.0 million to
August 2027.
OPERATIONAL
HIGHLIGHTS
§ HORECA
volumes continued to improve with increased number of hotel rooms
now being serviced.
§ New
HORECA site in Crawley is now processing, with encouraging new
sales activity to help build throughput.
§ Workwear customer retention levels were 93% (2023: 91%)
whilst recent new sales will have a positive
impact later into 2025.
§ Although less volatile than in recent years, energy costs
remained elevated but are continuing to reduce as a percentage of
revenue.
§ Price
increases and other actions implemented throughout 2024 to help
offset cost inflation.
§ Third
Sustainability Report published in July 2024.
§ Carbon,
water and plastic reduction targets set for 2025.
OUTLOOK
§ Further
share buyback planned, based on currently available resources, to
return up to a further £30.0 million to Shareholders over the next
12 months, with an initial £15.0 million tranche to be launched
shortly.
§ Adjusted operating profit margin improvement on track for
target of at least 14.0% in 2026.
§ The
Board remains confident about delivering another year of progress
and an improving margin in 2025.
§ The
Board has been considering a move to the Main Market and will issue
a further update in due course following engagement with our
largest Shareholders.
Peter Egan, Chief Executive Officer of Johnson Service Group,
commented:
"We are delighted to report that our HORECA business
delivered increased volumes during the year, whilst Workwear
customer retention rates continued to increase.
In line with our inorganic growth strategy, we continue to
seek out and acquire earnings enhancing businesses which complement
our existing geographic coverage. We also continue to invest
in our estate to drive production efficiencies, organic growth and
support our high levels of customer service.
Our scale, expertise and operational excellence mean that we
are well placed to capitalise on opportunities and, accordingly,
the Board remains confident about delivering another year of
progress in 2025."
SELL-SIDE ANALYSTS'
MEETING
A presentation for sell-side
analysts will be held today at 09:00 at Camarco's (APCO) offices
(Villiers House, 40 The Strand, London, WC2 5RW), details of which
will be distributed by Camarco. A copy of the presentation
and recording of the meeting will be available on the Group's
website (www.jsg.com) following the meeting.
BASIS OF PREPARATION
Throughout this statement, and
consistent with prior years, a number of alternative performance
measures ('APMs') are used to describe the Group's
performance. APMs are not recognised under UK-adopted
international accounting standards. Whilst the Board uses
APMs to manage and assess the performance of the Group, and
believes they are representative of ongoing trading, facilitate
meaningful year on year comparisons and hence provide useful
information to stakeholders, it is cognisant that they do have
limitations and should not be regarded as a complete picture of the
Group's financial performance. APMs, which include adjusted
operating profit, adjusted profit before taxation, adjusted EBITDA,
adjusted EPS and net debt excluding IFRS
16 lease liabilities, are defined within
note 1 (Basis of Preparation) and are reconciled to statutory
reporting measures in notes 2, 5, 8 and 17.
ENQUIRIES
Johnson Service Group PLC
|
|
Peter Egan, CEO
|
|
Yvonne Monaghan, CFO
|
|
Tel: 020 3757 4992/4981 (on the
day)
|
|
Tel: 01928 704 600
(thereafter)
|
|
|
|
Investec Investment Banking (NOMAD)
|
Camarco (Financial PR)
|
David Flin
|
Ginny Pulbrook
|
Carlton Nelson
|
Letaba Rimell
|
Virginia Bull
|
|
Tel: 020 7597 5970
|
Tel: 020 3757 4992/4981
|
CHIEF EXECUTIVE'S OPERATING
REVIEW
FINANCIAL OVERVIEW
Financial Results
Total
revenue for the year to 31 December 2024 increased by 10.3% to
£513.4 million (2023: £465.3 million). Organic revenue in
HORECA increased 5.6% over 2023, reflecting price increases
implemented throughout the year alongside increased volumes, with
stable revenue in Workwear.
Cost pressures remain,
particularly in relation to energy and labour. Energy remains
a significantly higher cost than has been experienced historically
and, accordingly, we have continued to proactively fix prices for
the coming months to obtain and manage some degree of certainty
over the cost of supply.
Adjusted operating profit margin
improved by 120 basis points to 12.1% (2023: 10.9%), reflecting a
reduction in energy costs to 8.8% of revenue (2023: 10.0% of
revenue) and an increase in labour costs to 44.6% of revenue (2023:
44.0% of revenue), with both remaining at an elevated level
compared to 2019. As we continue to focus on the recovery of
these costs, through increasing volumes, efficiencies and price
increases, the Board remains of the opinion that an overall
adjusted operating margin for the Group of at least 14.0% will be
achieved in 2026.
Adjusted EBITDA increased by 16.0%
to £152.6 million (2023: £131.5 million) giving an increased margin
of 29.7% (2023: 28.3%). As expected, we saw this improve from
the 28.3% achieved in the first half of the year. Adjusted
operating profit was £62.3 million (2023: £50.5 million), an
increase of 23.4%, whilst adjusted profit before taxation increased
by 23.1% to £54.8 million (2023: £44.5 million).
The exceptional charge of £0.4
million (2023: £1.6 million) represents £1.4 million of costs in
relation to business acquisition activity, partially offset by £1.0
million of property related credits.
Statutory operating profit
increased to £54.7 million (2023: £43.6 million) whilst statutory
profit before taxation, after amortisation of intangible assets
(excluding software amortisation) of £7.2 million (2023: £5.3
million) and the exceptional items referred to above, increased to
£47.2 million (2023: £37.6 million).
Adjusted diluted earnings per
share increased by 29.5% to 10.1 pence (2023: 7.8
pence).
Dividend Reflecting Confidence in the
Future
An interim dividend of 1.3 pence
(2023: 0.9 pence) per share was declared at the time of announcing
our interim results. We are pleased to recommend a final
dividend of 2.7 pence per share, taking the full year dividend to
4.0 pence (2023: 2.8 pence) per share. Dividend cover was 2.5
times and in line with our commitment to reduce from the historic
level of 3.0 times.
Acquisition of Empire
In line with our capital
allocation policy, the Group has continued to seek out and acquire
businesses which complement our existing geographic coverage and
are earnings enhancing. In September 2024, we completed the
acquisition of Empire Linen Services Limited ('Empire') which
predominantly services luxury hotels in London and the South
East.
We will continue to assess future
acquisition opportunities having regard to satisfying our margin
and ROCE targets.
Share Buyback Programme
In the period September 2022 to
November 2023, the Group undertook two share buyback programmes
which returned over £35.0 million to Shareholders. Even after
spending £44.6 million on capital investments during the year,
together with the £20.6 million acquisition of Empire, the Group
continues to have significant headroom under its committed
facilities and leverage of less than one times. Accordingly,
the Board is pleased to confirm that it intends to shortly commence
a further share buyback programme for up to a maximum consideration
of £30.0 million, excluding expenses. The Board will further
actively review its options once this programme is completed.
Further details are set out within the Financial Review.
OPERATIONAL REVIEW
Our Businesses
The Group provides textile rental
and related services throughout the UK and Republic of
Ireland.
Within our Hotel, Restaurant and
Catering ('HORECA') division, 'Johnsons Hotel Linen', our
high-volume linen business, primarily serves group and independent
large hotel customers, 'Johnsons Hotel, Restaurant and Catering
Linen' provides premium linen services to restaurant, hospitality
and corporate event customers whilst 'Johnsons Luxury Linen', which
comprises of Empire, acquired in September 2024, and Regency,
acquired in February 2023, provides bespoke linen predominantly to
four and five-star luxury hotels. Also, within HORECA,
'Johnsons Ireland' serves both hospitality and healthcare
customers. Our Workwear division comprises solely of
'Johnsons Workwear', which predominantly provides workwear rental,
protective wear and laundry services to UK corporates across all
industry sectors.
The year has seen further
significant investment across the business, both in terms of
improving existing sites and the completion of our new facility in
Crawley to support future growth in HORECA, together with expanding
our services into London and the South East through acquisition and
the updating of our commercial vehicle fleet.
Price increase and renewal
discussions have been challenging during 2024 as we have sought to
offset the cost pressures faced by the business. We remain
focused on delivering excellent service which is commensurate with
our pricing levels as we move into 2025.
Energy Cost Management
Energy costs (comprising gas,
electricity and fuel) have remained elevated throughout the year
and continue to be so, albeit were less volatile than experienced
during recent years. Costs for 2024 represented 8.8% of
revenue, a reduction from 10.0% of revenue in 2023 but
significantly higher than in 2019 where the cost was 6.2% of
revenue.
For many years, our policy in the
UK has been to fix energy prices on a rolling basis, building a
position so that the upcoming months are largely fixed. This
provides certainty but also means that costs do not immediately
reflect falls, or increases, in spot prices.
We have continued this policy of
proactively fixing energy prices and, as at the end of February
2025, we had fixed 73% of our anticipated core electricity usage
and 73% of our anticipated core gas usage
for the first half of 2025 and 58% and 60%, respectively, for the
second half of 2025. In addition, we have hedged 77% of our
anticipated diesel requirement across 2025. Looking further
ahead, we currently have, based on our anticipated core usage, 45%
electricity, 29% gas and 17% diesel at fixed prices for 2026, with
reducing amounts into 2027, and will continue to lock in prices as
opportunities allow.
Labour
Labour remains the biggest cost of
our operations. In the year to 31 December 2024, labour as a
percentage of revenue was 44.6%, compared to 44.7% in the six
months to 30 June 2024, 44.0% in the year to 31 December 2023 and
43.0% in the year to 31 December 2019. We note that further
improvements are challenged by increasing labour rates and the
significant increase in tax on UK employers from April 2025.
The annualised impact of the forthcoming increase in employer
national insurance contributions in the UK is expected to amount to
some £6.0 million, which we will seek to mitigate and manage
through operational efficiencies and other measures.
HORECA Division
An independent study, commissioned by the Group in 2023,
estimated the total addressable market for commercial laundry
services to the HORECA segment in Great Britain at that time to be
£1.3 billion. A subsequent independent study, commissioned by
the Group in 2024, estimated the total addressable market for
commercial laundry services to the HORECA and healthcare segments
on the island of Ireland at that time to be €0.4
billion.
The total revenue for the HORECA
division increased by 15.0% to £371.2 million (2023: £322.7
million). Volumes have continued to increase throughout the
year and the division now incorporates the acquisition completed
during 2024. On an organic basis, revenue increased by 5.6%,
benefitting from strong customer retention, higher volumes and
price increases implemented across the division in order to help
offset the continuing level of cost inflation
experienced. Following significant
investment, in terms of improving existing sites, a new build to
support future growth and an acquisition in London, the division is
well placed to expand further.
Adjusted EBITDA for the year
increased by 23.2% to £110.5 million (2023: £89.7 million) with an
improved margin of 29.8% (2023: 27.8%). The adjusted EBITDA
margin in the second half of the year was 31.5%, compared to 27.8%
in the first half. Adjusted operating profit was £49.4
million (2023: £36.0 million).
Johnsons Hotel Linen
Volumes within Johnsons Hotel
Linen were in line with our expectations and were particularly
strong in July, with the last week resulting in the highest volume
ever delivered by the business. Installations of new business
continue to be efficient and well organised, often with very short
lead times due to actions of incumbent suppliers and reinforcing
our determination to rise above, and provide solutions to,
customers' challenges and remain easy to do business
with.
A consistent service, on time and
in full, was maintained throughout 2024. Our externally
facilitated customer satisfaction survey resulted in the highest
score since surveys began, reaching an impressive 89%. Scores
in all categories increased year on year, with excellent feedback
relating to our internal and external service personnel and
partnership approach. A programme of proactive customer
service telephone contact undertaken by our service personnel has
resulted in excess of 1,500 calls a month, once again receiving
positive feedback from our customers. Our internal and
external service teams continue to build strong relationships with
all customers and we have recently secured
the five-year renewal of the division's largest customer, which is
testament to our reputation for delivering excellent service
levels.
Investment continued across the
Johnsons Hotel Linen estate. Spend of some £3.0 million on
upgrading our second unit in Bourne will uplift both production
efficiencies within the unit and overall site capacity by around
30%, whilst the installation of a sortation system in Cardiff, a
dryer shuttle in Chester and drying equipment in Edinburgh will
each reduce carbon emissions, increase
capacity and improve production efficiency. An internally developed dynamic production data
capture system has also been installed at all sites, further
improving overall operating efficiency. We continue to work
on further innovation to improve site performance, labour and
energy efficiencies, carbon footprint and overall customer
experience.
In addition, our fleet of
double-decker trailer and tractor units was extended, primarily due
to the opening of a temporary depot in Enfield, London, which has
since been relocated to a permanent site in South Mimms,
Hertfordshire. The depot operates in conjunction with our
Bourne site to service the London area. All commercial
vehicles which operate from our Bourne site have converted to HVO
(Hydrotreated Vegetable Oil) as part of our sustainability
plans.
Johnsons Hotel, Restaurant and Catering
Linen
Johnsons Hotel, Restaurant and
Catering Linen has continued to make progress in 2024. New
sales were strong and, as well as achieving above-target
independent sales across the whole of the UK, we have continued to
win and install some multi-site group business, largely because of
our reputation for reliability, flexibility and great service
delivery. The integration across all of our sites from us
agreeing to transfer and perform contracts previously operated by a
chefs' wear provider, with effect from 1 July 2024, is progressing
well and has added annual revenue of some £4.5 million to the
business. Our service and quality levels have remained high
as reflected in our annual customer survey results where an
improved overall score of 88 was achieved, with several sites
achieving a world class score of over 90.
Our brand-new Crawley site,
representing an overall capital investment of some £16.0 million,
is now operational and the transfer of customers from other sites
is underway. Reduced laundry miles, lower energy usage,
higher productivity levels, industry leading water recycling and
plastic free packaging are just some of the environmental benefits
that Crawley will deliver, making it one of the most sustainable
and energy efficient laundries of scale in the UK. Recent
activities to raise the profile of the new site have resulted in
encouraging new sales activity to help build throughput.
Investment in our other sites has
also continued, with replacement boilers, continuous batch washers,
ironers and garment finishing equipment being installed across
several of our sites. Additional operating space was also
created in Hayle, Cornwall, through the installation of a mezzanine
floor in the sorting and packing area. All new investments
have a pre-requisite to reduce carbon emissions against our 2030
targets as well as helping to manage increased volumes and improve
production efficiency.
Johnsons Luxury Linen
Following the acquisition of
Empire in 2024, Johnsons Luxury Linen is now managed by one
Managing Director, with a General Manager at each site. This
ensures best practice is shared between the sites and will allow us
to assess the future benefit of expanding the use of the RFID
technology which is already in use at Empire. A Key Account
Director role has been established to enhance customer relationship
management and pursue future sales opportunities in the growing
luxury hotel sector.
Since the acquisition of Empire,
the focus has been to ensure the team continues to deliver the high
levels of service that its customers are accustomed to, with
customer retention being paramount and successfully achieved,
whilst collaboratively sharing best practice across the enlarged
Group. Employee welfare facilities at the Tottenham site have
also been improved as we welcome those employees into the Johnson
family.
The £1.4 million investment in our
Corsham site, which increased processing capacity there by almost
20%, was completed in the first half of 2024 and the planned
efficiency gains are now being realised.
Johnsons Ireland
2024 was the first full year for
our Johnsons Ireland business. With some 560 employees and
processing sites both north and south of the border, Johnsons
Ireland comprises Johnsons Celtic Linen and Johnsons Belfast.
Over the coming months, we will roll-out the branding further
in terms of vehicle livery, website and stationery.
Overall trading levels have
remained high, with the addition of almost 600 new rooms in
hospitality being partially offset by softer demand in certain
locations. Whilst we have seen some price competition, our
focus is to continue to deliver long-term high service levels to
our customers with easy channels of communication and access to our
team. Within healthcare, volumes continue to increase with
existing customers facing challenges around influenza outbreaks and
the growing demand for more clinics and day procedures.
Similar to the UK, increasing
labour costs remain a challenge following the 6.3% increase in
minimum wage and the increase in Pay-Related Social Insurance
('PRSI'), both of which were effective on 1 January 2025, and we
are working to further improve efficiencies, driven by both capital
investment and process changes, as part of our overall mitigation
plan.
Capital investment continues
across all sites, with new offices, canteen and welfare facilities
for employees now completed in Belfast, creating a bright airy
space, which was welcomed by all our team members. A £6.3
million investment across our Wexford and Naas sites is currently
underway. In Wexford, capacity within the healthcare unit has
been increased by some 10% to service the
growing demand from healthcare customers in Ireland, with
associated production efficiencies also increasing by around
10%. Additionally, the new washer extractors will improve
water and energy usage and are consistent with our focus on
delivering the HSE's climate action strategy. We have turned
our focus onto developing the hospitality unit in the first quarter
of 2025. In Naas, we commenced a major investment plan in the
final quarter of 2024. The investment will upgrade the water
and chemical system and install new washer extractors and a
dryer. This is the first stage of a nine-month plan, which
will result in a highly energy efficient site and a 40% increase in
capacity.
Workwear Division
Revenue for the Workwear division
was in line with the prior year at £142.2 million (2023: £142.6
million). Adjusted EBITDA was £49.4 million (2023: £48.6
million) with an increased margin of 34.7% (2023: 34.1%).
Adjusted operating profit was £20.3 million (2023: £21.4 million),
the year-on-year reduction largely reflective of additional rental
stock depreciation incurred in respect of new customer
installations and existing customer renewals.
The collective efforts of all
departments have played a crucial role in driving an improvement in
customer retention. Every team, from sales and service to
operations and support functions, worked collaboratively to
strengthen existing partnerships and deliver a consistent service
that meets, and often exceeds, customer expectations. This
has resulted in a customer retention rate of 93% (2023: 91%), a
positive trend year-on-year.
The externally facilitated
satisfaction survey for existing customers saw us achieve a result
of 86% whilst the new customer satisfaction survey achieved an
excellent 88.7% score. These scores highlight the value and
trust both long-standing and new customers place in our services.
This achievement is evidence of our reputation for delivering
excellent service levels and contributed to securing the renewal of
the division's largest customer during the year.
Our sales teams have confidence in
the ability of the business to deliver excellent service and focus
on this when participating in tenders and new opportunities and had
a successful year in acquiring new business sales.
New-to-rental customers represented 25% of our total new sales in the
period. We have started 2025 with some positive momentum,
although acknowledge that new business wins take time to impact
revenue.
A new customer facing website was
launched in January 2025. Key improvements include enhanced
interaction to optimise lead capture and drive new sales, the
integration of marketing campaigns and search engine optimisation
tools to boost visibility, with real-time analytics for insights
into web performance and campaign success.
We continued to drive our capital
investment programme throughout the year, reflecting our commitment
to innovation, sustainability and operational excellence. Our
Manchester site completed the £4.0 million implementation of a new
automated production facility, uplifting its capacity by some
45%. Combined with a replacement programme of equipment
across the estate, the new energy-efficient machinery reduces our
environmental impact and facilitates improved operating
practices.
The lease at our Lancaster
premises is nearing its end, ahead of the planned redevelopment of
the site by the Landlord. The additional capacity created at
our Manchester site has allowed for the transfer of customers from
the smaller Lancaster site. The work transfer is underway and
we are assisting our employees during this time of
change.
We remain committed to
sustainability and integrating environmentally responsible
practices into every aspect of our operations. A notable
achievement during the year was the replacement of single use
plastic bags with a new reusable and processable hamper bag for the
delivery of our industrial garments.
SUSTAINABILITY
The Board, as a whole, has overall
responsibility for environmental, social and governance matters and
we recognise our duty to stakeholders to operate the business in an
ethical and responsible manner. We remain committed to
further developing our environmental and social responsibility
agenda, recognising that it plays a major part in leading and
influencing all of our people and operations.
In July 2024, we published our
third Sustainability Report, which set out the progress we have
made and the targets we have set ourselves.
We have continued to build on the
foundations of our sustainability strategy with communication and
involvement of employees at all levels being a key
focus.
Further details of our
achievements during 2024 and our targets for 2025, ongoing
initiatives and actions for the future will be set out within the
Group's 2024 Annual Report.
EMPLOYEES
We place great importance on the
contribution that each of our employees make to the success of the
Group. Our employees are key in our ability to deliver
customer service levels which exceed our customers'
expectations. The Board would like to thank them for their
support and hard work during 2024.
Ensuring employees achieve their
full potential remains a key focus of the Group. Providing a
range of training, education, apprenticeship and development
programmes for employees allows them to take advantage of career
progression opportunities within the Group and helps to build a
workforce for the future.
Our commitment to employee
engagement, fostering a positive work environment and improving
employee wellbeing has continued throughout the year.
Numerous initiatives have been rolled out during the year and
we were delighted that the results from the latest employee
engagement surveys showed a positive trend and an overall
improvement on the previous year. Volunteering to support
local charities is encouraged and each of our sites are focused on
building relationships to strengthen community involvement.
The strong employee engagement and satisfaction scores have given
us a more stable workforce and helped us achieve improved
productivity and quality service for our customers.
BOARD CHANGES
As previously announced, the Board
resolved to appoint Kirsty Homer as Chair of the Remuneration
Committee and designated Non-Executive Director for Workforce
Engagement in succession to Nick Gregg, with effect from 1 November
2024. Nick retired from the Board on 31 December 2024, having
served nine years as an independent Non-Executive Director.
The Board would like to thank Nick for his significant input and
unwavering support during his time with the Group.
FORTHCOMING INVESTOR ACTIVITIES
We are committed to clearly
communicating our strategy and activities to our stakeholders, in
order that they receive a balanced and complete view of our
performance. A recording of the sell-side analysts' meeting,
which will be held today at 09:00, will be made available on the
Group's website (www.jsg.com) following the conclusion of the
meeting. Furthermore, the Board currently anticipates that a
site-based investor event, to update the market on the future
growth and financial plans for the Group, will be held in the first
half of 2025. Further details will be announced in due
course.
CONSIDERATION OF MAIN MARKET LISTING
The Board has been considering a
move to the Main Market and will issue a further update in due
course following engagement with our largest
Shareholders.
OUTLOOK
We enter 2025 with a strong and
well invested business which, as we have previously demonstrated
during challenging times, is resilient and well placed to mitigate
and manage the potential economic challenges that may arise in 2025
through operational efficiencies and other measures. Our
scale, expertise and operational excellence mean that we are well
placed to capitalise on appropriate opportunities.
The impact of the announced tax
increases on the business and their subsequent impact on customer
behaviour remains difficult to predict. We have a resilient
business model to help mitigate these challenges and to address
inflationary pressures which continue to impact the business.
We have continued to fix a proportion of our future energy costs
and improve the efficiency of our sites to help offset and
stabilise our cost base and we are continuing to engage with our
customers regarding the pricing of our services as we advance
through 2025. New sales across the business are a focus,
particularly in the regions where we are adding
capacity.
We have started 2025
positively. We are continuing to focus on expanding the Group
through targeted investment in our existing sites, a focus on
achieving operational efficiency at Crawley and identifying further
earnings enhancing acquisition opportunities. We have a
strong balance sheet with available capital to support these plans
and, in accordance with our stated capital allocation policy,
intend to launch a share buyback programme, based on currently
available resources, for up to £30.0 million over the next 12
months, with an initial £15.0 million tranche to
be launched shortly.
Given the encouraging start to the
year, the Board remains confident about delivering another year of
progress in 2025 and future growth in the Group's performance over
the medium term.
Peter Egan
Chief Executive
Officer
3 March
2025
FINANCIAL
REVIEW
FINANCIAL RESULTS
Total
revenue for the year to 31 December 2024 increased to £513.4
million (2023: £465.3 million).
Adjusted EBITDA was £152.6 million
(2023: £131.5 million) giving an improved margin of 29.7% (2023:
28.3%) and, in-line with management expectations, improving from
the 28.3% margin achieved in the first half of 2024.
Segmental revenue, adjusted EBITDA
and adjusted EBITDA margin are as follows:
|
2024
|
|
2023
|
|
Revenue
|
Adjusted
EBITDA
|
Margin
|
|
Revenue
|
Adjusted
EBITDA
|
Margin
|
|
£m
|
£m
|
%
|
|
£m
|
£m
|
%
|
HORECA
|
371.2
|
110.5
|
29.8
|
|
322.7
|
89.7
|
27.8
|
Workwear
|
142.2
|
49.4
|
34.7
|
|
142.6
|
48.6
|
34.1
|
Central Costs
|
-
|
(7.3)
|
-
|
|
-
|
(6.8)
|
-
|
Group
|
513.4
|
152.6
|
29.7
|
|
465.3
|
131.5
|
28.3
|
Statutory operating profit was
£54.7 million (2023: £43.6 million) whilst adjusted operating
profit was £62.3 million (2023: £50.5 million).
The total finance cost was £7.5
million (2023: £6.0 million) and included £5.2 million (2023: £3.4
million) of bank interest, £2.3 million (2023: £2.1 million) of
interest in respect of IFRS 16 lease liabilities and in 2023 only,
£0.5 million in respect of notional interest on pension
liabilities.
The exceptional charge of £0.4
million (2023: £1.6 million) represents £1.4 million of costs in
relation to business acquisition activity, partially offset by £1.0
million of property related credits.
Adjusted profit before taxation
was £54.8 million (2023: £44.5 million). Statutory profit
before taxation, after amortisation of intangible assets (excluding
software amortisation) of £7.2 million (2023: £5.3 million) and the
exceptional charge outlined above, was £47.2 million (2023: £37.6
million).
Adjusted diluted earnings per
share increased by 29.5% to 10.1 pence (2023: 7.8
pence).
FINANCING
Bank debt at the end of the year
was £68.6 million (December 2023: £61.7 million) reflecting the
improved trading performance, offset by significant capital
investment across our estate and the acquisition of Empire.
Including IFRS 16 liabilities, net debt at December 2024 was £115.6
million (December 2023: £104.9 million).
The Group remains well funded,
with access to a committed revolving
credit facility of £120.0 million which matures in August 2027. The terms of the facility
provide an option to increase the facility by up to a further £15.0
million, with bank consent. The available facility is in
excess of our anticipated borrowings and provides sufficient
liquidity for current commitments.
Bank covenants comprise gearing
and interest cover tests. Gearing, for bank purposes, is
calculated as adjusted EBITDA compared to total net debt, including
IFRS 16 liabilities. The agreed covenant is for the ratio to
be not more than three times and the ratio at 31 December 2024 was
0.7 times. Interest cover compares adjusted operating profit
to total interest cost, with a minimum covenant ratio of four
times. Our current scenario planning provides significant
headroom against the covenants.
Interest payable on bank
borrowings is based upon SONIA or, in the case of Euro denominated
borrowings, EURIBOR, plus a margin, linked to our gearing covenant,
which ranges from 1.45% to 2.45%. The current margin is
1.45%.
RETURN ON CAPITAL EMPLOYED ('ROCE')
ROCE, calculated as rolling
12-month adjusted operating profit divided by the average of
opening and closing Shareholders' equity, net debt and
post-employment benefit obligations for the same 12-month period,
increased to 15.5% (2023: 13.9%).
INVESTMENT APPRAISAL
Prior to undertaking any major
investment, be it a significant capital project or an acquisition
opportunity, the Board, as part of its evaluation of the investment
opportunity with reference to the factors set out in Section 172(1)
of the Companies Act 2006, diligently assesses the associated
strategic opportunities available to the Group together with the
cost, return, risk and reward of each project before deciding
whether or not to proceed. Relevant financial considerations
include discounted cash payback, ROCE, projected EBIT and impact on
margin.
Following the acquisitions of
Regency and Celtic Linen in 2023, and with the benefit of a full
year's trading of each throughout 2024, the Board considered the
extent to which the original hurdle rates, as agreed at the time of
approving each acquisition, have been met. In each case, it
was determined that they continue to trade at least in line with
the Board's original expectations and that each remained a
successful acquisition for the Group.
TAXATION
The tax rate on adjusted profit
before taxation was 23.2% (2023: 25.8%). The rate is below
the headline corporation tax rate in the UK of 25.0% due to the
combined effect of expenses not deductible for taxation, prior year
over provisions and the impact of the lower tax rate of 12.5% in
the Republic of Ireland (ROI).
Corporation tax paid in the year
amounted to £2.7 million (2023: £1.6 million) and it is anticipated
that tax payable in 2025 will remain lower than the 2025 tax charge
due to the availability of capital allowances and brought forward
tax losses.
DIVIDEND
The Board declared an interim
dividend of 1.3 pence (2023: 0.9 pence) per share in September
2024. The proposed final dividend of 2.7 pence (2023: 1.9
pence) per share brings the total dividend for 2024 to 4.0 pence
(2023: 2.8 pence) per share.
The final dividend, if approved by
Shareholders, will be paid on 9 May 2025 to Shareholders on the
register at close of business on 11 April 2025. The
ex-dividend date is 10 April 2025. Dividend cover, based on
adjusted EPS, was 2.5 times (2023: 2.75 times).
CASH FLOW
Free cash flow in the year
(calculated as net cash generated from operating activities, less
net spend on textile rental items, less the capital element of
leases) was £74.6 million compared to £55.2 million in
2023. Of this, we invested £44.6
million (2023: £31.1 million) in the purchase of property, plant
and equipment and software, as we proactively invest in the
business to increase capacity and efficiency across the
estate.
Free cash flow in 2024 reflected a
normal level of net working capital with an outflow of £0.9 million
(2023: £0.3 million).
INVESTMENT IN TEXTILE RENTAL ITEMS
Spend on textile rental items
amounted to £63.2 million (2023: £61.9 million). The increase
reflects the growth of the Group, both organically and through
acquisition. We have long term relationships with our garment
and linen suppliers and we continue to work collaboratively to
ensure continuity of supply of quality products at the best
price.
CAPITAL INVESTMENT AND ACQUISITIONS
We have continued to invest in
plant and equipment, spending £44.6 million in the year. The
spend includes £9.0 million in respect of the new Crawley site,
with a further £0.4 million of final payments expected to be made
in 2025. We are continuing with our programme of investing in
our sites to expand capacity, increase water and energy
efficiencies and improve employee welfare facilities.
The £20.6 million acquisition of
Empire in September 2024 was a further step in expanding our range
of services to four and five-star
luxury hotel customers and adds to the service
already provided by Regency which was acquired in early
2023.
DEFINED BENEFIT PENSION SCHEME
On an IAS 19 basis, the Scheme
surplus as at 31 December 2024 was £3.8 million (2023: £nil).
Scheme assets had reduced by £12.7 million, to £132.7 million,
after paying out benefits of £9.8 million during the year whilst
Scheme liabilities had reduced by £16.5 million to £128.9 million.
The improved position reflects in part, the impact of an
increase in corporate bond yields and actual short-term inflation
being lower than assumed, offset by lower than expected asset
returns following a change in the investment strategy to implement
an increased hedge target.
As a result of the surplus at
December 2024, the estimated net notional interest credit in 2025
will be £0.2 million (2024: £nil).
The triennial actuarial valuation
of the Scheme, as at 30 September 2022, showed a small surplus on
the Technical Provisions basis. In order to reduce the value
of risk of the Scheme, a 75% target for the interest rate and
inflation hedge ratios has been in place and, following a review,
the target is to be increased to 85% in the coming months.
The Scheme's asset allocation remains under constant review to
ensure it aligns with the medium-term objective of a buy-out of
Scheme liabilities.
In view of the Scheme surplus
shown at the valuation date, we have agreed with the Trustee to
cease deficit recovery contributions to the Scheme at least until
the results of the next valuation as at 30 September
2025.
CAPITAL STRUCTURE AND SHARE BUYBACK
PROGRAMME
The Group maintains a strong
Balance Sheet. The increase in net assets to £306.9 million
(2023: £279.1 million) is reflective of the post-tax earnings
retained by the Group to fund our capital allocation
policy.
The Group's medium to long-term
intention is to maintain a capital structure such that we target
leverage of 1.0x - 1.5x, other than for short-term specific
exceptions. Under this framework, our capital allocation
policy remains unchanged and will continue to take into account the
following criteria as part of an ongoing review of capital
structure:
§ maintaining a strong balance sheet;
§ continuing capital investment to increase processing capacity
and efficiency;
§ appropriate accretive acquisitions;
§ operating a progressive dividend policy; and
§ distributing any surplus cash to Shareholders.
The Group has undertaken two
recent share buyback programmes which, in the period September 2022
to November 2023, utilised cash of £35.5 million, of which £29.9
million was utilised in the 12 months ended 31 December 2023.
In addition, we have opened a new site and completed the
acquisitions of Regency and Celtic Linen in 2023 and Empire in
2024.
The Group continues to have
significant headroom under its committed facilities and leverage of
less than one times. As a result, the Board announces that it
intends to undertake further share buybacks over the next 12 months
in order to return up to a further £30.0 million, based on
currently available resources, to Shareholders. In order to
reflect the cash generation profile of the Group, this will be by
way of an initial £15.0 million tranche with a second £15.0 million
tranche anticipated to follow later in the year. The Board
will further actively review its options once this programme is
completed.
GOING CONCERN
After considering the monthly cash
flow projections, the stress tests and the facilities available to
the Group and Company, the Directors concluded that there was a
reasonable expectation that the Group and Company have adequate
resources for their operational needs, will remain in compliance
with the financial covenants set out in the bank facility agreement
and will continue in operation for at least the period to 30 June
2026. Accordingly, and having reassessed the principal risks
and uncertainties, the Directors considered that it was appropriate
to adopt the going concern basis in preparing the Group and Company
financial statements.
KEY PERFORMANCE INDICATORS ('KPIs')
The main KPIs used as part of the
assessment of performance of the Group, and of each segment, are
growth in revenue, adjusted EBITDA margin, adjusted operating
profit and adjusted diluted earnings per share. ROCE is also
used as part of the assessment of performance of the Group.
Non-financial KPIs, as referred to within the Chief
Executive's Operating Review, include our employee and customer
survey results and customer retention statistics.
SUMMARY
The focus of the Group continues
to be to expand our Textile Services business through targeted
capital investment, to allow organic volume growth, and through
acquisition.
Yvonne
Monaghan
Chief Financial
Officer
3 March
2025
CONSOLIDATED INCOME STATEMENT
|
|
Year ended
31
December
2024
|
Year
ended
31
December
2023
|
|
Note
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Revenue
|
2
|
513.4
|
465.3
|
|
|
|
|
Impairment loss on trade
receivables
|
|
(1.2)
|
(1.7)
|
All other costs
|
|
(457.5)
|
(420.0)
|
Operating profit
|
2
|
54.7
|
43.6
|
|
|
|
|
Operating profit before amortisation of intangible
assets
(excluding software amortisation) and exceptional
items
|
2
|
62.3
|
50.5
|
|
|
|
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
(7.2)
|
(5.3)
|
|
|
|
|
Exceptional items
|
3
|
(0.4)
|
(1.6)
|
Operating profit
|
2
|
54.7
|
43.6
|
|
|
|
|
Finance cost
|
4
|
(7.5)
|
(6.0)
|
Profit before taxation
|
|
47.2
|
37.6
|
Taxation charge
|
6
|
(11.7)
|
(10.4)
|
Profit for the year from continuing
operations
|
|
35.5
|
27.2
|
Profit for the year from discontinued
operations
|
|
0.1
|
0.1
|
Profit for the year attributable to equity
holders
|
|
35.6
|
27.3
|
|
|
|
|
EARNINGS PER SHARE
|
8
|
|
|
|
|
|
|
Basic earnings per share
|
|
|
|
- From continuing
operations
|
|
8.5p
|
6.4p
|
- From discontinued
operations
|
|
-
|
-
|
From total operations
|
|
8.5p
|
6.4p
|
|
|
|
|
Diluted earnings per share
|
|
|
|
- From continuing
operations
|
|
8.4p
|
6.4p
|
- From discontinued
operations
|
|
-
|
-
|
From total operations
|
|
8.4p
|
6.4p
|
|
|
|
|
See note 8 for further details of
adjusted basic earnings per share and adjusted diluted earnings per
share.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
|
Year
ended
31
December
2024
|
Year
ended
31
December
2023
|
|
|
|
Note
|
£m
|
£m
|
Profit for the year
|
|
|
35.6
|
27.3
|
Items that will not be subsequently reclassified to profit or
loss
|
|
|
|
|
Remeasurement and experience gains
on post-employment benefits
|
|
16
|
3.8
|
8.8
|
Taxation in respect of remeasurement
and experience gains
|
|
|
(0.9)
|
(2.2)
|
Items that may be subsequently reclassified to profit or
loss
|
|
|
|
|
Cash flow hedges (net of taxation) -
fair value losses
|
|
|
(0.1)
|
(0.5)
|
- transfers to administrative expenses
|
|
|
0.5
|
0.4
|
Net gain/(loss) on hedge of a net
investment
|
|
|
1.1
|
(0.3)
|
Exchange differences on translation
of foreign operations
|
|
|
(1.2)
|
0.3
|
Total other comprehensive income for the
year
|
|
|
3.2
|
6.5
|
Total comprehensive income for the year
|
|
|
38.8
|
33.8
|
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS'
EQUITY
|
Share
Capital
|
Share
Premium
|
Merger
Reserve
|
Capital
Redemption Reserve
|
Hedge
Reserve
|
Retained Earnings
|
Total
Equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
43.9
|
16.8
|
1.6
|
1.2
|
(0.5)
|
221.6
|
284.6
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
27.3
|
27.3
|
Other comprehensive (loss) /
income
|
-
|
-
|
-
|
-
|
(0.1)
|
6.6
|
6.5
|
Total comprehensive (loss) / income
for the year
|
-
|
-
|
-
|
-
|
(0.1)
|
33.9
|
33.8
|
|
|
|
|
|
|
|
|
Share options (value of employee
services)
|
-
|
-
|
-
|
-
|
-
|
1.0
|
1.0
|
Share buybacks
|
(2.5)
|
-
|
-
|
2.5
|
-
|
(29.8)
|
(29.8)
|
Deferred tax on share
options
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
(10.6)
|
(10.6)
|
Transactions with Shareholders
recognised directly in Shareholders' equity
|
(2.5)
|
-
|
-
|
2.5
|
-
|
(39.3)
|
(39.3)
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
41.4
|
16.8
|
1.6
|
3.7
|
(0.6)
|
216.2
|
279.1
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
35.6
|
35.6
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
0.4
|
2.8
|
3.2
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
0.4
|
38.4
|
38.8
|
Share options (value of employee
services)
|
-
|
-
|
-
|
-
|
-
|
1.5
|
1.5
|
Deferred tax on share
options
|
-
|
-
|
-
|
-
|
-
|
0.2
|
0.2
|
Issue of share capital
|
0.1
|
0.5
|
-
|
-
|
-
|
-
|
0.6
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
(13.3)
|
(13.3)
|
Transactions with Shareholders
recognised directly in Shareholders' equity
|
0.1
|
0.5
|
-
|
-
|
-
|
(11.6)
|
(11.0)
|
|
|
|
|
|
|
|
|
Balance at 31 December
2024
|
41.5
|
17.3
|
1.6
|
3.7
|
(0.2)
|
243.0
|
306.9
|
|
|
|
|
|
|
|
|
|
The Group has an Employee Benefit
Trust (EBT) to administer share plans and to acquire shares, using
funds contributed by the Group, to meet commitments to employee
share schemes. At 31 December 2024 the EBT held 9,024 shares
(2023: 9,024).
CONSOLIDATED BALANCE SHEET
|
|
As at
31
December
2024
|
As
at
31
December
2023
|
|
Note
|
£m
|
£m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Goodwill
|
9
|
153.6
|
144.4
|
Intangible assets
|
10
|
29.0
|
19.1
|
Property, plant and
equipment
|
11
|
160.0
|
134.5
|
Right of use assets
|
12
|
43.0
|
40.0
|
Textile rental items
|
13
|
73.4
|
71.9
|
Trade and other
receivables
|
|
0.5
|
0.4
|
Post-employment benefits
|
16
|
3.8
|
-
|
|
|
463.3
|
410.3
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
|
2.3
|
1.9
|
Trade and other
receivables
|
|
82.4
|
83.3
|
Reimbursement assets
|
|
2.6
|
3.9
|
Cash and cash equivalents
|
|
11.5
|
9.6
|
Assets classified as held for
sale
|
|
0.2
|
-
|
|
|
99.0
|
98.7
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
94.3
|
92.8
|
Borrowings
|
14
|
8.9
|
8.3
|
Current income tax
liabilities
|
|
0.7
|
0.5
|
Lease liabilities
|
15
|
6.2
|
5.5
|
Derivative financial
liabilities
|
|
0.3
|
0.6
|
Provisions
|
|
3.2
|
4.9
|
|
|
113.6
|
112.6
|
|
|
|
|
Non-current liabilities
|
|
|
|
Post-employment benefit
obligations
|
16
|
0.3
|
0.3
|
Deferred income tax
liabilities
|
|
28.9
|
15.0
|
Trade and other payables
|
|
0.2
|
0.3
|
Borrowings
|
14
|
71.2
|
63.0
|
Lease liabilities
|
15
|
40.8
|
37.7
|
Derivative financial
liabilities
|
|
-
|
0.2
|
Provisions
|
|
0.4
|
0.8
|
|
|
141.8
|
117.3
|
Net
assets
|
|
306.9
|
279.1
|
|
|
|
|
Equity
|
|
|
|
Capital and reserves attributable to the company's
shareholders
|
|
|
Share capital
|
19
|
41.5
|
41.4
|
Share premium
|
|
17.3
|
16.8
|
Merger reserve
|
|
1.6
|
1.6
|
Capital redemption
reserve
|
|
3.7
|
3.7
|
Hedge reserve
|
|
(0.2)
|
(0.6)
|
Retained earnings
|
|
243.0
|
216.2
|
Total equity
|
|
306.9
|
279.1
|
The notes on pages 22 to 37 form
an integral part of these condensed consolidated financial
statements. The condensed consolidated financial statements
on pages 18 to 37 were approved by the Board of Directors on 3
March 2025 and signed on its behalf by:
Yvonne Monaghan
Chief Financial Officer
CONSOLIDATED STATEMENT OF CASH FLOWS
|
Note
|
Year ended
31
December
2024
£m
|
Year
ended
31
December 2023
£m
|
Cash flows from operating activities
|
|
|
|
Profit for the year
|
|
35.6
|
27.3
|
Adjustments for:
|
|
|
|
Taxation charge
|
6
|
11.7
|
10.4
|
Total finance cost
|
4
|
7.5
|
6.0
|
Depreciation
|
|
89.6
|
80.6
|
Amortisation
|
10
|
7.9
|
5.7
|
Profit on disposal of property,
plant and equipment
|
|
-
|
(0.1)
|
(Increase) / decrease in
inventories
|
|
(0.4)
|
0.4
|
Increase in trade and other
receivables
|
|
(2.5)
|
(10.2)
|
Increase in trade and other
payables
|
|
2.0
|
9.5
|
Deficit recovery payments in respect
of post-employment benefit obligations
|
|
-
|
(1.6)
|
Share-based payments
|
|
1.5
|
1.0
|
Decrease in provisions
|
|
(0.9)
|
(0.3)
|
Cash generated from
operations
|
|
152.0
|
128.7
|
Interest paid
|
|
(7.5)
|
(5.7)
|
Taxation paid
|
|
(2.7)
|
(1.6)
|
Net
cash generated from operating activities
|
|
141.8
|
121.4
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Acquisition of businesses (net of
cash acquired)
|
20
|
(19.6)
|
(29.7)
|
Purchase of other intangible
assets
|
|
(6.0)
|
-
|
Purchase of property, plant and
equipment
|
|
(44.5)
|
(31.1)
|
Purchase of software
|
|
(0.1)
|
-
|
Proceeds from sale of property,
plant and equipment
|
|
0.3
|
0.2
|
Purchase of textile rental
items
|
|
(63.2)
|
(61.9)
|
Proceeds received in respect of
special charges
|
13
|
2.3
|
3.3
|
Interest received
|
|
0.1
|
-
|
Net
cash used in investing activities
|
|
(130.7)
|
(119.2)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Proceeds from borrowings
|
|
56.7
|
100.6
|
Repayment of borrowings
|
|
(47.2)
|
(54.6)
|
Capital element of leases
|
|
(6.3)
|
(7.6)
|
Share buyback
|
19
|
-
|
(29.9)
|
Proceeds from issue of share
capital
|
|
0.6
|
-
|
Dividends paid to company
shareholders
|
7
|
(13.3)
|
(10.6)
|
Net
cash used in financing activities
|
|
(9.5)
|
(2.1)
|
|
|
|
|
Net
increase in cash and cash equivalents
|
|
1.6
|
0.1
|
Cash and cash equivalents at
beginning of the year
|
|
0.9
|
0.8
|
Effect of exchange rate fluctuations
on cash held
|
|
(0.3)
|
-
|
Cash and cash equivalents at end of the
year
|
17
|
2.2
|
0.9
|
Cash and cash equivalents
comprise:
Cash
|
|
11.5
|
9.6
|
Overdraft
|
|
(9.3)
|
(8.7)
|
Cash and cash equivalents at end of the
year
|
|
2.2
|
0.9
|
NOTES TO THE PRELIMINARY ANNOUNCEMENT
1
BASIS OF PREPARATION
Basis of Preparation
Johnson Service Group PLC (the
'Company') and its subsidiaries (together 'the Group') provide
textile rental and related services across the United Kingdom
('UK') and Republic of Ireland ('ROI').
The Company is incorporated and
domiciled in the UK, its registered number is 523335 and the
address of its registered office is Johnson House, Abbots Park,
Monks Way, Preston Brook, Cheshire, WA7 3GH. The Company
is a public limited company and
has its primary listing on the AIM division of
the London Stock Exchange.
The financial information contained
within this Preliminary Announcement has
been prepared on a going concern basis in
accordance with UK-adopted international accounting standards,
using accounting policies consistent with those set out in the 2023
Annual Report.
The financial information set out
within this Preliminary Announcement does not constitute the
Group's statutory accounts for the years ended 31 December 2024 or
31 December 2023 within the meaning of Section 434 of the Companies
Act 2006 but is derived from those accounts.
Statutory accounts for 2023 have
been delivered to the Registrar of Companies and those for 2024
will be delivered as soon as practicable, but not later than 30
April 2025. The auditor has reported on those accounts; the
reports were unqualified and did not contain a statement under
Section 498(2) or (3) of the Companies Act 2006.
Going Concern
Background and
Summary
After careful assessment, the
Directors have adopted the going concern basis in preparing these
financial statements. The process and key judgments in coming
to this conclusion are set out below.
The Group's business activities,
together with the factors likely to affect its future development,
performance and position are set out in the Chief Executive's
Operating Review. The financial position of the Group, its
cash flows, liquidity position and borrowing facilities are
described in the Financial Review.
Going Concern
Assessment
Cash Flows, Covenants and Stress Testing
For the purposes of the going
concern assessment, the Directors have prepared monthly cash flow
projections for the period to 30 June 2026 (the assessment
period). The Directors consider this to be a reasonable
period for the going concern assessment as it enables them to
consider the potential impact of macroeconomic and geopolitical
factors over an extended period. The cash flow projections
show that the Group has significant headroom against its committed
facilities and can meet its financial covenant
obligations.
The Group has also performed a
reverse stress test against the base monthly cash flow projections
referred to above in order to determine the performance level that
would result in a reduction in headroom against its committed
facilities to nil or a breach of its covenants. Headroom on
the Group's committed facilities would reduce to nil in the event
that adjusted operating profit reduced to approximately 60% of 2024
levels. The Directors do not consider this scenario to be
plausible.
As a further stress test, the Group
considered the impact of increasing interest rates. The
Directors do not consider the magnitude of the increase in interest
rates that would be required in order for a covenant to be breached
to be plausible.
The Group has also considered the
impact of a more modest increase in interest rates alongside the
reduction in adjusted operating profit to cause a breach in the
interest cover covenant. Again, the Directors do not consider
such a scenario to be plausible.
Each of the stress tests assume no
mitigating actions are taken. Mitigating actions available to
the Group, should they be required, include reductions in
discretionary expenditure, particularly
that of a capital nature, and ceasing dividend payments.
Liquidity
The Group has access to a committed
Revolving Credit Facility of £120.0 million (the 'Facility') which
matures in August 2027. The terms of the Facility provide an
option to increase the Facility by up to a further £15.0 million,
with bank consent. The available Facility is in excess of our
anticipated borrowings and provides sufficient liquidity for
current commitments.
Going Concern
Statement
After considering the monthly cash
flow projections, the stress tests and the facilities available to
the Group and Company, the Directors have a reasonable expectation
that the Group and Company have adequate resources for their
operational needs, will remain in compliance with the financial
covenants set out in the bank facility agreement and will continue
in operation for at least the period to 30 June 2026.
Accordingly, and having reassessed the principal risks and
uncertainties, the Directors considered it appropriate to adopt the
going concern basis in preparing the Group and Company financial
statements.
1
BASIS OF PREPARATION (continued)
Forward Looking Statements
Certain statements in these
condensed consolidated financial statements constitute
forward-looking statements. Any statement in this document
that is not a statement of historical fact including, without
limitation, those regarding the Group's future expectations,
operations, financial performance, financial condition and business
is a forward-looking statement. Such forward-looking
statements are subject to risks and uncertainties that may cause
actual results to differ materially. These risks and
uncertainties include, among other factors, changing economic,
financial, business or other market conditions. These and
other factors could adversely affect the outcome and financial
effects of the plans and events described in these condensed
consolidated financial statements. As a result, you are
cautioned not to place reliance on such forward-looking
statements. Nothing in this document should be construed as a
profit forecast.
Alternative Performance Measures (APMs)
Throughout this Preliminary
Announcement, and consistent with prior years, we refer to a number
of APMs. APMs are used by the Group to provide further
clarity and transparency of the Group's financial
performance. The APMs are used internally by management to
monitor business performance, budgeting and forecasting, and for
determining Directors' remuneration and that of other management
throughout the business. The APMs, which are not recognised
under UK-adopted international accounting standards,
are:
§ 'adjusted operating profit', which refers to operating profit
before amortisation of intangible assets (excluding software
amortisation) and exceptional items;
§ 'adjusted profit before and after taxation', which refers to
adjusted operating profit less total finance cost;
§ 'adjusted EBITDA', which refers to adjusted operating profit
plus the depreciation charge for property, plant and equipment,
textile rental items and right of use assets, plus software
amortisation;
§ 'adjusted EPS', which refers to EPS calculated based on
adjusted profit after taxation; and
§ 'net debt excluding IFRS 16 lease liabilities'.
The Board considers that the above
APMs, all of which exclude the effects of non-recurring items or
non-operating events, provide useful information for stakeholders
on the underlying trends and performance of the Group and
facilitate meaningful year on year comparisons.
Limitations of APMs
The Board is cognisant that APMs
do have limitations and should not be regarded as a complete
picture of the Group's financial performance. Limitations of
APMs may include, inter alia:
§ similarly named measures may not be comparable across
companies;
§ profit-related APMs may exclude significant, sometimes
recurring, business transactions (e.g.
restructuring charges and acquisition-related costs) that impact
financial performance and cash flows; and
§ adjusted operating profit, adjusted profit before and after
taxation, adjusted EBITDA and adjusted
EPS all exclude the amortisation of
intangibles acquired in business combinations, but do not similarly
exclude the related revenue.
Reconciliation of APMs to Statutory Performance
Measures
Reconciliations between the above
APMs and statutory performance measures are reconciled within this
Preliminary Announcement as follows:
§ Adjusted operating profit - note 2
§ Adjusted profit before and after taxation - note 5
§ Adjusted EBITDA - note 5
§ Adjusted EPS - note 8
§ Net debt excluding IFRS 16 lease liabilities- note
17
2
SEGMENT ANALYSIS
Segment information is presented
based on the Group's management and internal reporting structure as
at 31 December 2024.
The chief operating decision-maker
(CODM) has been identified as the Executive Directors. The
CODM reviews the Group's internal reporting in order to assess
performance and allocate resources. The CODM determines the
operating segments based on these reports and on the internal
reporting structure.
For reporting purposes, the CODM
considered the aggregation criteria set out within IFRS 8,
'Operating Segments', which allows for two or more operating
segments to be combined as a single reporting segment
if:
1)
aggregation provides financial statement users with information
that allows them to evaluate the business and the environment in
which it operates; and
2) they
have similar economic characteristics (for example, where similar
long-term average gross margins would be expected) and are similar
in each of the following respects:
§ the nature of the products and services;
§ the nature of the production processes;
§ the type or class of customer for their products and
services;
§ the methods used to distribute their products or provide
their services; and
§ the nature of the regulatory environment (i.e. banking,
insurance or public utilities), if applicable.
The CODM deems it appropriate to
present two reporting segments (in addition to 'Discontinued
Operations' and 'All Other Segments'), being:
1) Hotel,
Restaurant and Catering Linen ('HORECA'): comprising of our
Johnsons Hotel Linen, Johnsons Hotel, Restaurant and Catering
Linen, Johnsons Luxury Linen (which includes the newly acquired
Empire business) and Johnsons Ireland businesses each of which are
a separate operating segment; and
2)
Workwear: comprising of our Johnsons Workwear business
only.
The CODM's rationale for
aggregating the Johnsons Hotel Linen, Johnsons Hotel, Restaurant
and Catering Linen, Johnsons Luxury Linen and Johnsons Ireland
operating segments into a single reporting segment is set out
below:
§ the
gross margins of each operating segment are within a similar range,
with the long-term average margin expected to further
align;
§ the
nature of the customers, products and production processes of each
operating segment are very similar;
§ the
nature of the regulatory environment is the same due to the similar
nature of products, processes and customers involved;
and
§ distribution is via exactly the same method across each
operating segment.
The CODM assesses the performance
of the reporting segments based on a measure of operating profit,
both including and excluding the effects of non-recurring items
from the reporting segments, such as restructuring costs and
impairments when the impairment is the result of an isolated,
non-recurring or non-operating event. Interest income and
expenditure are not included in the result for each reporting
segment that is reviewed by the CODM. Segment results include
items directly attributable to a segment as well as those that can
be allocated on a reasonable basis, for example rental income
received by Johnson Group Properties PLC (the property holding
company of the Group) is credited back, where appropriate, to the
paying company for the purpose of segmental reporting. There
have been no changes in measurement methods used compared to the
prior year.
Other information provided to the
CODM is measured in a manner consistent with that in the financial
statements. Segment assets exclude deferred income tax
assets, post-employment benefits, derivative financial assets,
current income tax assets and cash and cash equivalents, all of
which are managed on a central basis. Segment liabilities
include lease liabilities but exclude current income tax
liabilities, bank borrowings, derivative financial liabilities,
post-employment benefits and deferred income tax liabilities, all
of which are managed on a central basis. These balances are
part of the reconciliation to total assets and
liabilities.
Exceptional items have been
included within the appropriate reporting segment as shown on pages
25 to 26.
2
SEGMENT ANALYSIS (continued)
Year ended 31 December
2024
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
|
|
|
|
|
Rendering of services
|
|
371.0
|
139.0
|
-
|
510.0
|
Sale of goods
|
|
0.2
|
3.2
|
-
|
3.4
|
Total revenue
|
|
371.2
|
142.2
|
-
|
513.4
|
Cost of Sales
|
|
(222.6)
|
(85.2)
|
-
|
(307.8)
|
Distribution costs
|
|
(61.5)
|
(20.2)
|
-
|
(81.7)
|
Administrative costs
|
|
(37.7)
|
(16.5)
|
(7.4)
|
(61.6)
|
Operating profit / (loss) before amortisation of intangible
assets (excluding software amortisation) and exceptional
items
|
|
49.4
|
20.3
|
(7.4)
|
62.3
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
(6.8)
|
(0.4)
|
-
|
(7.2)
|
Exceptional items
|
|
(0.4)
|
-
|
-
|
(0.4)
|
Operating profit / (loss)
|
|
42.2
|
19.9
|
(7.4)
|
54.7
|
Total finance cost
|
|
|
|
|
(7.5)
|
Profit before taxation
|
|
|
|
|
47.2
|
Taxation charge
|
|
|
|
|
(11.7)
|
Profit for the year from continuing
operations
|
|
|
|
|
35.5
|
Profit for the year from
discontinued operations
|
|
|
|
|
0.1
|
Profit for the year attributable to equity
holders
|
|
|
|
|
35.6
|
All of the above revenues are
generated in the United Kingdom, with the exception of £34.1
million generated within the Republic of Ireland.
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
Balance sheet information
|
|
|
|
|
|
|
Segment assets
|
|
|
390.7
|
154.4
|
1.9
|
547.0
|
Unallocated
assets: Post-employment benefits
|
|
|
|
|
|
3.8
|
Cash and cash equivalents
|
|
|
|
|
|
11.5
|
Total assets
|
|
|
|
|
|
562.3
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
(102.2)
|
(39.2)
|
(3.7)
|
(145.1)
|
Unallocated
liabilities:
Bank borrowings
|
|
|
|
|
|
(80.1)
|
Derivative financial liabilities
|
|
|
|
|
|
(0.3)
|
Post-employment benefit obligations
|
|
|
|
|
|
(0.3)
|
Current income tax liabilities
|
|
|
|
|
|
(0.7)
|
Deferred income tax liabilities
|
|
|
|
|
|
(28.9)
|
Total liabilities
|
|
|
|
|
|
(255.4)
|
|
|
|
|
|
|
|
Other information
|
|
|
|
|
|
|
Non-current asset
additions
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
37.9
|
10.1
|
-
|
48.0
|
- Right of use assets (including
reassessment / modification)
|
|
|
4.7
|
2.5
|
0.1
|
7.3
|
- Textile rental items
|
|
|
38.9
|
24.0
|
-
|
62.9
|
- Capitalised software
|
|
|
0.1
|
-
|
-
|
0.1
|
- Customer contracts
|
|
|
6.0
|
-
|
-
|
6.0
|
Depreciation and amortisation
expense
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
16.8
|
5.7
|
-
|
22.5
|
- Right of use assets
|
|
|
4.5
|
2.4
|
0.1
|
7.0
|
- Textile rental items
|
|
|
39.5
|
20.6
|
-
|
60.1
|
- Capitalised software
|
|
|
0.3
|
0.4
|
-
|
0.7
|
- Customer contracts
|
|
|
6.8
|
0.4
|
-
|
7.2
|
|
|
|
|
|
|
|
|
|
|
With the exception of non-current
assets of £11.6 million which were located in the Republic of
Ireland, all non-current assets of the Group reside in the Group's
country of domicile, the United Kingdom.
2
SEGMENT ANALYSIS (continued)
Year ended 31 December
2023
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
|
|
|
|
|
Rendering of services
|
|
322.6
|
138.9
|
-
|
461.5
|
Sale of goods
|
|
0.1
|
3.7
|
-
|
3.8
|
Total revenue
|
|
322.7
|
142.6
|
-
|
465.3
|
Cost of Sales
|
|
(202.7)
|
(83.7)
|
-
|
(286.4)
|
Distribution costs
|
|
(52.0)
|
(20.4)
|
-
|
(72.4)
|
Administrative costs
|
|
(32.0)
|
(17.1)
|
(6.9)
|
(56.0)
|
Operating profit / (loss) before amortisation of intangible
assets (excluding software amortisation) and exceptional
items
|
|
36.0
|
21.4
|
(6.9)
|
50.5
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
(4.9)
|
(0.4)
|
-
|
(5.3)
|
Exceptional items
|
|
(1.6)
|
-
|
-
|
(1.6)
|
Operating profit / (loss)
|
|
29.5
|
21.0
|
(6.9)
|
43.6
|
Total finance cost
|
|
|
|
|
(6.0)
|
Profit before taxation
|
|
|
|
|
37.6
|
Taxation charge
|
|
|
|
|
(10.4)
|
Profit for the year from continuing
operations
|
|
|
|
|
27.2
|
Profit for the year from
discontinued operations
|
|
|
|
|
0.1
|
Profit for the year attributable to equity
holders
|
|
|
|
|
27.3
|
All of the above revenues are
generated in the United Kingdom, with the exception of £11.0
million generated within the Republic of Ireland.
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
Balance sheet information
|
|
|
|
|
|
|
Segment assets
|
|
|
345.9
|
152.1
|
1.4
|
499.4
|
Unallocated
assets:
Cash and cash equivalents
|
|
|
|
|
|
9.6
|
Total assets
|
|
|
|
|
|
509.0
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
(95.2)
|
(43.5)
|
(3.3)
|
(142.0)
|
Unallocated
liabilities:
Bank borrowings
|
|
|
|
|
|
(71.3)
|
Derivative financial liabilities
|
|
|
|
|
|
(0.8)
|
Post-employment benefit obligations
|
|
|
|
|
|
(0.3)
|
Current income tax liabilities
|
|
|
|
|
|
(0.5)
|
Deferred income tax liabilities
|
|
|
|
|
|
(15.0)
|
Total liabilities
|
|
|
|
|
|
(229.9)
|
|
|
|
|
|
|
|
Other information
|
|
|
|
|
|
|
Non-current asset
additions
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
20.8
|
6.1
|
-
|
26.9
|
- Right of use assets (including
reassessment / modifications)
|
|
|
10.6
|
2.7
|
0.1
|
13.4
|
- Textile rental items
|
|
|
37.5
|
23.5
|
-
|
61.0
|
Depreciation and amortisation
expense
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
15.1
|
5.9
|
-
|
21.0
|
- Right of use assets
|
|
|
4.0
|
2.5
|
0.1
|
6.6
|
- Textile rental items
|
|
|
34.5
|
18.5
|
-
|
53.0
|
- Capitalised software
|
|
|
0.1
|
0.3
|
-
|
0.4
|
- Customer contracts
|
|
|
4.9
|
0.4
|
-
|
5.3
|
|
|
|
|
|
|
|
|
|
|
With the exception of non-current
assets of £11.3 million which were located in the Republic of
Ireland, all non-current assets of the Group reside in the Group's
country of domicile, the United Kingdom.
3
EXCEPTIONAL ITEMS
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
|
|
|
Costs in relation to business
acquisition activity
|
(1.4)
|
(1.6)
|
Property related
credits
|
1.0
|
-
|
Total exceptional items
|
(0.4)
|
(1.6)
|
The exceptional items shown above
are all included in administrative expenses.
Current year exceptional items
Costs in relation to
business acquisition activity
During the year, professional fees
of £0.4 million were incurred relating to the acquisition of
Empire. Further information relating to the acquisition is
provided in note 20. A further £1.0 million was incurred in
respect of other business acquisition related
activities.
Property related
credits
During the year, £0.6 million of
income has been recognised in respect of a non-returnable deposit
received relating to the potential sale of a freehold site in
Exeter, which was previously destroyed by a fire in 2020. In
addition, a £0.4 million provision relating to the same site was
released as it is no longer required.
Prior year exceptional items
In the year ended 31 December
2023, professional fees of £1.4 million were incurred relating to
the acquisitions of Regency and Celtic Linen, of which £1.2 million
were paid in the year. A further £0.2 million was incurred
and paid in respect of other business acquisition related
activities.
4
FINANCE COST
|
|
2024
|
2023
|
|
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Interest payable on bank loans and
overdrafts
|
4.8
|
3.1
|
Amortisation of bank facility
fees
|
0.4
|
0.3
|
Finance costs on lease liabilities
relating to IFRS 16 (note 15)
|
2.3
|
2.1
|
Notional interest on
post-employment benefits (note 16)
|
-
|
0.5
|
Total finance cost
|
7.5
|
6.0
|
|
|
|
|
|
5
ALTERNATIVE PERFORMANCE MEASURES (APMs)
Throughout this Preliminary Announcement, we refer to a number of
APMs. A reconciliation of certain of the APMs, to the
relevant statutory performance
measure, is shown below. Other
reconciliations can be found in notes 2, 8 and 17.
Adjusted profit before and after taxation
|
|
2024
|
2023
|
|
|
£m
|
£m
|
|
|
|
|
Profit before taxation
|
|
47.2
|
37.6
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
7.2
|
5.3
|
Exceptional items
|
|
0.4
|
1.6
|
Adjusted profit before
taxation
|
|
54.8
|
44.5
|
Taxation thereon
|
|
(12.7)
|
(11.5)
|
Adjusted profit after
taxation
|
|
42.1
|
33.0
|
Adjusted EBITDA
|
|
2024
|
2023
|
|
|
|
£m
|
£m
|
|
Operating profit before
amortisation of intangible assets
(excluding software amortisation)
and exceptional items
|
|
62.3
|
50.5
|
|
Software amortisation
|
|
0.7
|
0.4
|
|
Property, plant and equipment
depreciation
|
|
22.5
|
21.0
|
|
Right of use asset
depreciation
|
|
7.0
|
6.6
|
|
Textile rental items
depreciation
|
|
60.1
|
53.0
|
|
Adjusted EBITDA
|
|
152.6
|
131.5
|
|
|
|
|
|
|
|
|
6
TAXATION
|
2024
|
2023
|
|
£m
|
£m
|
Current tax
|
|
|
UK corporation tax charge for the
year
|
2.5
|
1.7
|
Adjustment in relation to previous
years
|
(0.3)
|
-
|
Current tax charge for the
year
|
2.2
|
1.7
|
|
|
|
Deferred tax
|
|
|
Origination and reversal of
temporary differences
|
10.1
|
8.4
|
Adjustment in relation to previous
years
|
(0.6)
|
0.3
|
Deferred tax charge for the
year
|
9.5
|
8.7
|
Total charge for taxation included
in the Consolidated Income Statement for continuing
operations
|
11.7
|
10.4
|
The tax charge for the year is
lower than (2023: higher than) the effective rate of Corporation
Tax in the UK of 25% (2023: 23.5%). A reconciliation is
provided below:
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Profit before taxation
|
47.2
|
37.6
|
Profit before taxation multiplied by
the effective rate of Corporation Tax in the UK
|
11.8
|
8.8
|
|
|
|
Factors affecting taxation charge for the
year:
|
|
|
Non-taxable income
|
(0.3)
|
-
|
Tax effect of expenses not
deductible for tax purposes
|
1.2
|
0.8
|
Current year impact of
super-deduction
|
-
|
(0.3)
|
Difference in current and deferred
taxation rates
|
0.1
|
0.9
|
Tax rate differential on non-UK
profits
|
(0.2)
|
(0.1)
|
Adjustments in relation to
previous years
|
(0.9)
|
0.3
|
Total charge for taxation included
in the Consolidated Income Statement
|
11.7
|
10.4
|
Taxation in relation to the
amortisation of intangible assets (excluding software amortisation)
has decreased the charge for taxation on continuing operations by
£1.1 million (2023: £1.0 million). Taxation in relation to
exceptional items has increased the charge for taxation on
continuing operations by £0.1 million (2023: £0.1
million).
Deferred income tax balances at
the balance sheet date have been measured at the tax rate expected
to be applicable at the date the deferred income tax assets and
liabilities are realised. Management has performed an
assessment, for all material deferred income tax assets and
liabilities, to determine the period over which the deferred assets
and liabilities are forecast to be realised, which has resulted in
an average deferred income tax rate of 25.0% (2023:
25.0%).
Deferred tax balances in relation
to balances held in the Republic of Ireland have been recognised at
12.5%, in line with the prevailing rate of tax in 2024 (2023:
12.5%).
During the year, a deferred
taxation charge of £1.0 million (2023: £2.2 million) has been
recognised in Other Comprehensive Income in relation to
post-employment benefits.
7
DIVIDENDS
|
|
2024
|
2023
|
Dividend per share
|
|
|
|
Final dividend
|
|
2.70p
|
1.90p
|
Interim dividend
|
|
1.30p
|
0.90p
|
|
|
2024
|
2023
|
Shareholders' funds committed
|
|
£m
|
£m
|
Final dividend
|
|
11.2
|
7.9
|
Interim dividend
|
|
5.4
|
3.8
|
The Directors propose the payment
of a final dividend in respect of the year ended 31 December 2024
of 2.7 pence per share. This will utilise Shareholders' funds
of £11.2 million and will be paid, subject to Shareholder approval,
on 9 May 2025 to Shareholders on the register of members on 11
April 2025. However, given the Board's intention to shortly
commence a share buyback programme, the actual distribution is
ultimately expected to be less than the amount stated above. In
accordance with IAS 10 there is no payable recognised at 31
December 2024 in respect of this proposed dividend. The trustee of
the EBT has waived the entitlement to receive dividends on the
Ordinary shares held by the trust.
8
EARNINGS PER SHARE
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Profit for the financial year from
continuing operations attributable to Shareholders
|
35.5
|
27.2
|
Amortisation of intangible assets
from continuing operations (net of taxation)
|
6.1
|
4.3
|
Exceptional costs from continuing
operations (net of taxation)
|
0.5
|
1.5
|
Adjusted profit from continuing
operations attributable to Shareholders
|
42.1
|
33.0
|
Profit from discontinued
operations attributable to Shareholders
|
0.1
|
0.1
|
Total adjusted profit from all
operations attributable to Shareholders
|
42.2
|
33.1
|
|
|
|
|
No. of
shares
|
No.
of
shares
|
Weighted average number of
Ordinary shares
|
414,500,856
|
424,327,473
|
Potentially dilutive Ordinary
shares
|
3,656,131
|
406,218
|
Diluted number of Ordinary
shares
|
418,156,987
|
424,733,691
|
|
|
|
Basic earnings per share
|
|
|
From continuing
operations
|
8.5p
|
6.4p
|
From discontinuing
operations
|
-
|
-
|
From total operations
|
8.5p
|
6.4p
|
Adjustments for amortisation of
intangible assets (continuing)
|
1.5p
|
1.0p
|
Adjustment for exceptional items
(continuing)
|
0.2p
|
0.4p
|
Adjusted basic earnings per share
(continuing)
|
10.2p
|
7.8p
|
Adjusted basic earnings per share
(discontinued)
|
-
|
-
|
Adjusted basic earnings per share
from total operations
|
10.2p
|
7.8p
|
|
|
|
Diluted earnings per share
|
|
|
From continuing
operations
|
8.4p
|
6.4p
|
From discontinuing
operations
|
-
|
-
|
From total operations
|
8.4p
|
6.4p
|
Adjustments for amortisation of
intangible assets (continuing)
|
1.5p
|
1.0p
|
Adjustment for exceptional items
(continuing)
|
0.2p
|
0.4p
|
Adjusted diluted earnings per
share (continuing)
|
10.1p
|
7.8p
|
Adjusted diluted earnings per
share (discontinued)
|
-
|
-
|
Adjusted diluted earnings per
share from total operations
|
10.1p
|
7.8p
|
|
|
|
Basic earnings per share is
calculated using the weighted average number of Ordinary shares in
issue during the year, excluding those held by the Employee Benefit
Trust, based on the profit for the year attributable to
Shareholders. Adjusted earnings per share figures are given
to exclude the effects of amortisation of intangible assets
(excluding software amortisation) and exceptional items, all net of
taxation, and are considered to show the underlying performance of
the Group.
For diluted earnings per share,
the weighted average number of Ordinary shares in issue is adjusted
to assume conversion of all potentially dilutive Ordinary
shares. The Company has potentially dilutive Ordinary shares
arising from share options granted to employees. Options are
dilutive under the SAYE scheme, where the exercise price together
with the future IFRS 2 charge of the option is less than the
average market price of the Company's Ordinary shares during the
year. Options under the LTIP schemes, as defined by IFRS 2, are
contingently issuable shares and are therefore only included within
the calculation of diluted EPS if the performance conditions, as
set out in the Directors' Remuneration Report, are satisfied at the
end of the reporting period, irrespective of whether this is the
end of the vesting period or not.
Potentially dilutive Ordinary
shares are dilutive at the point, from a continuing operations
level, when their conversion to Ordinary shares would decrease
earnings per share or increase loss per share. Potentially
dilutive Ordinary shares have been treated as dilutive in both
years, as their inclusion in the diluted earnings per share
calculation decreases the earnings per share from continuing
operations.
There were no events occurring
after the balance sheet date and up until the date of this report
that would have changed significantly the number of Ordinary shares
or potentially dilutive Ordinary shares outstanding at the balance
sheet date if those transactions had occurred before the end of the
reporting period.
9
GOODWILL
|
|
2024
|
2023
|
|
|
£m
|
£m
|
Cost
|
|
|
|
Brought forward
|
|
145.8
|
135.2
|
Impact of foreign exchange
translation
|
|
(0.3)
|
0.1
|
Business combinations (See note
20)
|
|
9.5
|
10.5
|
Carried forward
|
|
155.0
|
145.8
|
|
|
|
|
Accumulated impairment losses
|
|
|
|
Brought forward
|
|
1.4
|
1.4
|
Losses in the year
|
|
-
|
-
|
Carried forward
|
|
1.4
|
1.4
|
|
|
|
|
Carrying amount
|
|
|
|
Opening
|
|
144.4
|
133.8
|
Closing
|
|
153.6
|
144.4
|
During the year, the Group
acquired 100% of the share capital of Empire Linen Services Limited
('Empire'). On acquisition, goodwill of £9.5 million has been
recognised.
In accordance with UK-adopted
international accounting standards, goodwill is not amortised but
is instead tested annually for impairment, or more frequently if
there are indicators that an impairment has arisen, and carried at
cost less accumulated impairment losses.
10
INTANGIBLE ASSETS
Capitalised
software
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Opening net book value
|
1.2
|
1.6
|
Additions
|
0.1
|
-
|
Amortisation
|
(0.7)
|
(0.4)
|
Closing net book value
|
0.6
|
1.2
|
Other intangible assets
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Opening net book value
|
17.9
|
9.3
|
Additions
|
6.0
|
-
|
Foreign exchange
differences
|
(0.5)
|
0.1
|
Business combinations (See note
20)
|
12.2
|
13.8
|
Amortisation
|
(7.2)
|
(5.3)
|
Closing net book value
|
28.4
|
17.9
|
Other intangible assets comprise
of customer contracts and relationships and brands. During
the year to 31 December 2024, the Group recognised £12.2 million in
relation to the acquisition of Empire (2023: £13.8 million in
relation to Regency and Celtic Linen).
11
PROPERTY, PLANT AND EQUIPMENT
|
2024
£m
|
2023
£m
|
|
|
|
Opening net book value
|
134.5
|
119.6
|
Additions
|
48.0
|
26.9
|
Foreign exchange
differences
|
(0.5)
|
-
|
Business combinations (See note
20)
|
0.9
|
6.4
|
Transfers from right of use
assets
|
0.1
|
2.7
|
Depreciation
|
(22.5)
|
(21.0)
|
Disposals
|
(0.3)
|
(0.1)
|
Transfers to assets classified as
held for sale
|
(0.2)
|
-
|
Closing net book value
|
160.0
|
134.5
|
CAPITAL COMMITMENTS
Orders placed for future capital
expenditure contracted but not provided for in the financial
statements are shown below:
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Property, plant and
equipment
|
15.2
|
27.2
|
12
RIGHT OF USE ASSETS
|
2024
£m
|
2023
£m
|
|
|
|
Opening net book value
|
40.0
|
31.7
|
Additions
|
1.6
|
9.7
|
Business combinations (See note
20)
|
2.8
|
4.2
|
Transfers to property, plant and
equipment
|
(0.1)
|
(2.7)
|
Reassessment / modification of
assets previously recognised
|
5.7
|
3.7
|
Depreciation
|
(7.0)
|
(6.6)
|
Closing net book value
|
43.0
|
40.0
|
The transfer of assets to property,
plant and equipment represents the reclassification of the cost and
associated depreciation of assets to property, plant and equipment
where the lease was repaid in the year and the asset is now
owned.
The reassessment / modification of
assets relates to rental increases and extensions to lease terms
that have been agreed during the year to 31 December 2024 and 31
December 2023 for property and commercial vehicle leases that were
in place at the start of the relevant year.
13
TEXTILE RENTAL ITEMS
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Opening net book value
|
71.9
|
63.8
|
Additions
|
62.9
|
61.0
|
Foreign exchange
differences
|
(0.1)
|
-
|
Business combinations (See note
20)
|
1.1
|
3.4
|
Depreciation
|
(60.1)
|
(53.0)
|
Special charges
|
(2.3)
|
(3.3)
|
Closing net book value
|
73.4
|
71.9
|
14
BORROWINGS
|
2024
|
2023
|
|
|
£m
|
£m
|
|
Current
|
|
|
|
Overdraft
|
9.3
|
8.7
|
|
Bank loans
|
(0.4)
|
(0.4)
|
|
|
8.9
|
8.3
|
|
|
|
|
|
Non-current
|
|
|
|
Bank loans
|
71.2
|
63.0
|
|
|
71.2
|
63.0
|
|
|
80.1
|
71.3
|
|
|
|
|
|
The maturity of non-current bank
loans is as follows:
|
|
|
|
- Between one and two
years
|
-
|
-
|
|
- Between two and five
years
|
71.3
|
63.2
|
|
- Unamortised issue costs of bank loans
|
(0.1)
|
(0.2)
|
|
|
71.2
|
63.0
|
|
|
|
|
|
|
|
|
The currency of the outstanding bank
loans is as follows:
|
|
|
|
|
|
|
- Sterling
|
|
|
|
44.0
|
32.0
|
|
- Euros
|
|
|
|
27.3
|
31.2
|
|
|
|
|
|
71.3
|
63.2
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024,
borrowings were secured and drawn down under a
committed facility dated 8 August 2022. The facility comprises a
£120.0 million revolving credit facility (including an overdraft)
which runs to August 2027 with an option, with bank consent, to
increase the facility by up to an additional £15.0
million.
Individual tranches are drawn
down, in Sterling or Euros, for periods of up to six months and at
SONIA or Euribor rates of interest respectively, prevailing at the
time of drawdown, plus the credit adjustment spread and the
applicable margin. Maturity of the bank loans is shown as
non-current to reflect the current term of the facility.
Although the tranches are drawdown for periods of up to six months,
in reality the tranches are not repaid in full and therefore it
would be misleading to present the bank loans as current. The
margin on the facility ranges between 1.45% and 2.45% and was 1.45%
at 31 December 2024. Margin is determined on the achievement
of leverage ratios.
The secured bank loans are stated
net of unamortised issue costs of £0.5 million (2023: £0.6 million)
of which £0.4 million is included within current borrowings (2023:
£0.4 million) and £0.1 million is included within non-current
borrowings (2023: £0.2 million).
The Group has two (2023: three)
net overdraft facilities for £5.0 million and £3.0 million with
certain of its principal bankers (2023: £5.0 million, £3.0 million
and £1.3 million).
15 LEASE
LIABILITIES
|
2024
£m
|
2023
£m
|
|
|
|
Opening liabilities
|
43.2
|
34.3
|
New leases recognised
|
1.6
|
9.5
|
Business combinations (See note
20)
|
2.8
|
3.3
|
Reassessment / modification of
leases previously recognised
|
5.7
|
3.7
|
Lease payments
|
(8.6)
|
(9.7)
|
Finance costs
|
2.3
|
2.1
|
Closing liabilities
|
47.0
|
43.2
|
Of which are:
|
|
|
Current lease liabilities
|
6.2
|
5.5
|
Non-current lease
liabilities
|
40.8
|
37.7
|
Closing liabilities
|
47.0
|
43.2
|
The reassessment / modification of
leases relates to rent increases and extensions to lease terms that
have been agreed during the year.
16
POST-EMPLOYMENT BENEFITS
The Group has applied the
requirements of IAS 19, 'Employee Benefits' (revised June 2011) to
its employee pension schemes and post-retirement healthcare
benefits.
The Group operates a defined
benefit pension scheme, the Johnson Group Defined Benefit Scheme
('JGDBS'). The JGDBS was closed to future accrual on 31 December
2014. A full actuarial valuation of
the JGDBS was carried out as at 30 September 2022 and has been
updated to 31 December 2024 by an independent qualified
actuary. The updated actuarial valuation at
31 December 2024 showed that the scheme had a surplus of £3.8
million (2023: £nil). During the year, no employer or
employee contributions were made (2023:
£nil).
The schedule of contributions put
in place on 31 October 2023, which superseded all earlier versions,
required no further deficit recovery payments. Following
discussions with the Trustee of the scheme following the
finalisation of the full actuarial valuation, deficit recovery
payments ceased. Deficit recovery payments of £nil (2023:
£1.6 million) were made to the Scheme during the
year.
The gross post-employment benefits
and associated deferred income tax asset/(liability) thereon is
shown below:
|
2024
£m
|
2023
£m
|
|
|
|
Gross post-employment
benefits
|
3.5
|
(0.3)
|
Deferred income tax (liability) /
asset thereon
|
(0.9)
|
0.1
|
Net asset / (liability)
|
2.6
|
(0.2)
|
The reconciliation of the opening
gross post-employment benefits to the closing gross post-employment
benefits is shown below:
|
2024
£m
|
2023
£m
|
|
|
|
Opening gross post-employment
benefits
|
(0.3)
|
(10.2)
|
Notional interest
|
-
|
(0.5)
|
Deficit recovery
payments
|
-
|
1.6
|
Remeasurement and experience
gains
|
3.8
|
8.8
|
Closing gross post-employment
benefits
|
3.5
|
(0.3)
|
17
ANALYSIS OF NET DEBT
Net debt is calculated as total
borrowings net of unamortised bank facility fees, less cash and
cash equivalents. Non-cash changes represent the effects of
the recognition and subsequent amortisation of fees relating to the
bank facility, changing maturity profiles, debt acquired as part of
an acquisition and the recognition of lease liabilities entered
into during the year.
|
|
|
At 31
December 2023
|
Cash Flow
|
Non-cash
Changes
|
Foreign Exchange
Adjustments
|
At 31 December
2024
|
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Debt due within one year
|
|
|
0.4
|
0.3
|
(0.3)
|
-
|
0.4
|
Debt due after more than one
year
|
|
|
(63.0)
|
(9.5)
|
(0.1)
|
1.4
|
(71.2)
|
Lease liabilities (See note
15)
|
|
|
(43.2)
|
6.3
|
(10.1)
|
-
|
(47.0)
|
Total debt and lease
financing
|
|
|
(105.8)
|
(2.9)
|
(10.5)
|
1.4
|
(117.8)
|
Cash and cash equivalents
|
|
|
0.9
|
1.6
|
-
|
(0.3)
|
2.2
|
Net debt
|
|
|
(104.9)
|
(1.3)
|
(10.5)
|
1.1
|
(115.6)
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31
December 2022
|
Cash
Flow
|
Non-cash
Changes
|
Foreign
Exchange Adjustments
|
At 31
December 2023
|
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Debt due within one year
|
|
|
0.2
|
2.0
|
(1.8)
|
-
|
0.4
|
Debt due after more than one
year
|
|
|
(14.7)
|
(47.6)
|
(0.3)
|
(0.4)
|
(63.0)
|
Lease liabilities (See note
15)
|
|
|
(34.3)
|
7.6
|
(16.5)
|
-
|
(43.2)
|
Total debt and lease
financing
|
|
|
(48.8)
|
(38.0)
|
(18.6)
|
(0.4)
|
(105.8)
|
Cash and cash equivalents
|
|
|
0.8
|
0.1
|
-
|
-
|
0.9
|
Net debt
|
|
|
(48.0)
|
(37.9)
|
(18.6)
|
(0.4)
|
(104.9)
|
|
|
|
|
|
|
|
|
|
17
ANALYSIS OF NET DEBT
(continued)
The cash and cash equivalents
figures are comprised of the following balance sheet
amounts:
|
2024
|
2023
|
|
£m
|
£m
|
Cash (Current assets)
|
11.5
|
9.6
|
Overdraft (Borrowings, Current
liabilities)
|
(9.3)
|
(8.7)
|
|
2.2
|
0.9
|
Lease liabilities are comprised of
the following balance sheet amounts:
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Amounts due within one year (Lease
liabilities, Current liabilities)
|
(6.2)
|
(5.5)
|
Amounts due after more than one year
(Lease liabilities, Non-current liabilities)
|
(40.8)
|
(37.7)
|
|
(47.0)
|
(43.2)
|
18
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET
DEBT
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Increase in cash in the
year
|
1.6
|
0.1
|
Increase in debt and lease
financing
|
(2.9)
|
(38.0)
|
Change in net debt resulting from
cash flows
|
(1.3)
|
(37.9)
|
Debt acquired through business
acquisitions
|
(2.8)
|
(5.1)
|
Lease liabilities recognised during
the period
|
(7.3)
|
(13.2)
|
Non-cash movement in unamortised
bank facility fees
|
(0.4)
|
(0.3)
|
Foreign exchange
adjustments
|
1.1
|
(0.4)
|
Movement in net debt
|
(10.7)
|
(56.9)
|
Opening net debt
|
(104.9)
|
(48.0)
|
Closing net debt
|
(115.6)
|
(104.9)
|
19 SHARE
CAPITAL
|
|
|
|
2024
|
|
2023
|
Issued and Fully Paid
|
|
|
Shares
|
£m
|
Shares
|
£m
|
Ordinary shares of 10p
each:
|
|
|
|
|
|
|
- At start of year
|
|
|
414,415,123
|
41.4
|
439,151,346
|
43.9
|
- New shares issued
|
|
|
539,644
|
0.1
|
-
|
-
|
- Share buybacks
|
|
|
-
|
-
|
(24,736,223)
|
(2.5)
|
At end of year
|
|
|
414,954,767
|
41.5
|
414,415,123
|
41.4
|
There were no share buyback
programmes running during the year. In respect of the two
share buyback programmes which were running during the prior
year, 24,619,289 Ordinary shares with a
total nominal value of £2,461,929 were bought back by the Company
and cancelled for a total consideration including transaction costs
of £29.8 million which represented an average price of 121.0p per
share. A further 116,934 Ordinary shares, relating to share
repurchase activities undertaken at the end of 2022, were also
cancelled during 2023. The total shares repurchased across the two
share buyback programmes to 31 December 2023 represented 6.9% of
the Company's issued share capital outstanding immediately prior to
the commencement of the first share buyback programme.
Cash payments in respect of the
above transactions were (debited) / credited as follows:
|
|
|
|
2024
|
2023
|
|
|
|
|
£m
|
£m
|
|
|
|
|
|
|
Share capital
|
|
|
|
0.1
|
(2.5)
|
Capital redemption
reserve
|
|
|
|
-
|
2.5
|
Retained earnings
|
|
|
|
-
|
(29.9)
|
|
|
|
|
0.1
|
(29.9)
|
20
BUSINESS COMBINATIONS
On 2 September 2024, the Group
acquired 100% of the share capital of Empire Linen Services
Limited, ('Empire'), for a net consideration of £21.2 million
(being a gross consideration of £20.6 million on a debt free, cash
free basis, and a normalised level of working capital) plus
associated fees. Since acquisition, Empire has generated a
profit of £0.7 million on revenue of £5.4 million. Had the
business been acquired at the start of the period, it is estimated
that a profit of £2.2 million would have been generated on revenue
of £15.1 million.
The provisional fair value of
assets and liabilities acquired are as follows:
|
|
|
Total
|
|
|
|
£m
|
|
|
|
|
Intangible assets -
Goodwill
|
|
|
9.5
|
Intangible assets - Customer
contracts and brands
|
|
|
12.2
|
Property, plant and
equipment
|
|
|
0.9
|
Right of use assets
|
|
|
2.8
|
Textile rental items
|
|
|
1.1
|
Trade and other
receivables
|
|
|
2.5
|
Cash and cash
equivalents
|
|
|
1.9
|
Overdrafts
|
|
|
(0.5)
|
Trade and other
payables
|
|
|
(2.2)
|
Lease liabilities
|
|
|
(2.8)
|
Current income tax
liability
|
|
|
(0.6)
|
Deferred income tax
liability
|
|
|
(3.6)
|
Net consideration
|
|
|
21.2
|
Goodwill represents the deferred
income tax arising on the recognition of the customer contracts and
customer relationships and brand names plus the expected benefits
to the wider Group arising from the acquisition. None of the
acquired goodwill is expected to be deductible for tax
purposes.
Empire has been included within
the HORECA reporting segment and the Luxury Linen group of
CGU's.
In the prior year, the Group
acquired 100% of the share capital of Regency Laundry Limited
('Regency') and 100% of the share capital of Harkglade Limited,
together with its trading subsidiaries Celtic Linen Limited and
Millbrook Linen Limited ('Celtic Linen'). Full details are
provided in the 2023 Annual Report and Accounts. There have been no
subsequent adjustments made to the fair values for any of the prior
year acquisitions.
Cash flows from business combinations
The cash flows in relation to
business combinations are summarised below:
|
|
|
2024
|
2024
|
2023
|
2023
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Net consideration
payable
|
|
|
(21.2)
|
|
(30.5)
|
|
Deferred consideration
|
|
|
0.2
|
|
-
|
|
Cash acquired
|
|
|
1.4
|
|
0.8
|
|
Net cash used in investing
activities
|
|
|
|
(19.6)
|
|
(29.7)
|
21
CONTINGENT LIABILITIES
The Group operates from a number
of sites across the UK and the Republic of Ireland. Some of
the sites have operated as laundry sites for many years and
historic environmental liabilities may exist. Such
liabilities are not expected to give rise to any significant
loss.
The Group has granted its Bankers
and Trustee of the Pension Scheme (the 'Trustee') security over the
assets of the Group. The priority of security is as
follows:
§ first
ranking security for £28.0 million to the Trustee ranking pari
passu with up to £155.0 million of bank liabilities; and
§ second
ranking security for the balance of any remaining liabilities to
the Trustee ranking pari passu with any remaining bank
liabilities.
During the period of ownership of
the Facilities Management division the Company had given guarantees
over the performance of contracts entered into by the
division. As part of the disposal of the division the
purchaser agreed to pursue the release or transfer of obligations
under the Parent Company guarantees and this is in process.
The Sale and Purchase Agreement contains an indemnity from the
purchaser to cover any loss in the event a claim is made prior to
release. In the period until release the purchaser is to make
a payment to the Company of £0.2 million per annum, reduced pro
rata as guarantees are released. Such liabilities are not
expected to give rise to any significant loss.
22
EVENTS AFTER THE REPORTING PERIOD
There were no events occurring after
the balance sheet date which should be disclosed in accordance with
IAS 10, 'Events after the reporting period'.
23
PRINCIPAL RISKS AND UNCERTAINTIES
Our Approach to Risk
Management
The Board has overall
accountability for ensuring that risk is effectively managed across
the Group and, on behalf of the Board, the Audit Committee
coordinates and reviews the effectiveness of the Group's risk
management process. Risks are reviewed by all of our
businesses on an ongoing basis and are measured against a defined
set of likelihood and impact criteria. This is captured in
consistent reporting formats enabling the Audit Committee to review
and consolidate risk information and summarise the principal risks
and uncertainties facing the Group. Wherever possible, action
is taken to mitigate, to an acceptable level, the potential impact
of identified principal risks and uncertainties.
The Board formally reviews the
most significant risks facing the Group twice a year, or more
frequently should new matters arise. Throughout 2024, the
overall risk environment remained largely unchanged from that
reported within the Group's 2023 Annual Report.
Risk
Appetite
The Board interprets appetite for
risk as the level of risk that the Group is willing to take in
order to meet its strategic goals. The Board communicates its
approach to, and appetite for, risk to the business through the
strategy planning process and the internal risk governance and
control frameworks. In determining its risk appetite, the
Board recognises that a prudent and robust approach to risk
assessment and mitigation must be carefully balanced with a degree
of flexibility so that the entrepreneurial spirit which has greatly
contributed to the success of the Group is not inhibited.
Both the Board and the Audit Committee remain satisfied that the
Group's internal risk control framework continues to provide the
necessary element of flexibility without compromising the integrity
of risk management and internal control systems.
Emerging
Risks
The Board has established
processes for identifying emerging risks and horizon scanning for
risks that may arise over the medium to long term. Emerging
and potential changes to the Group's risk profile are identified
through the Group's risk governance frameworks and processes, and
through direct feedback from management, including changing
operating conditions, market and consumer trends.
Principal Risks and
Uncertainties
The principal risks and
uncertainties affecting the Group are summarised below:
§ Economic
and Political Conditions
§ Cost
Inflation
§ Failure
of Strategy
§ Recruitment, Retention and Motivation of Employees
§ Loss of
a Processing Facility
§ Competition and Disruption
§ Information Technology Failures and Cyber Security
|
§ Pandemic
or Other National Crisis
§ Health
& Safety
§ Compliance and Fraud
§ Insufficient Processing Capacity
§ Customer
Sales and Retention
§ Climate
Change and Energy Costs
|
Full details of the above risks,
together with details on how the Board takes action to mitigate
each risk, will be provided in our 2024 Annual Report. These
risks and uncertainties do not comprise all of the risks that the
Group may face and are not necessarily listed in any order of
priority. Additional risks and uncertainties not presently
known to the Board, or deemed to be less material, may also have an
adverse effect on the Group.
In accordance with the provisions
of the UK Corporate Governance Code, the Board has taken into
consideration the principal risks and uncertainties in the context
of determining whether to adopt the going concern basis of
preparation and when assessing the future prospects of the
Group.
24
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE
FINANCIAL STATEMENTS
The Directors are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
Company law requires the Directors
to prepare financial statements for each financial year.
Under that law the Directors have to prepare the Group financial
statements in accordance with UK-adopted international accounting
standards and have elected to prepare the
Parent Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law) including FRS 101 'Reduced
Disclosure Framework'. Under company law the Directors
must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the Group for that
period.
In preparing the financial
statements, the Directors are required to:
§ select
suitable accounting policies and then apply them
consistently;
§ make
judgments and accounting estimates that are reasonable and
prudent;
§ for the
Group financial statements, state whether applicable UK-adopted
international accounting standards have been followed, subject to
any material departures disclosed and explained in the financial
statements; and
§ for the
Parent Company financial statements state whether applicable UK
accounting standards have been followed, subject to any material
departures disclosed and explained in the financial
statements.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group and Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Group
and Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Group and Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Group's website. Legislation in
the United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
The Directors are responsible for
preparing the Annual Report in accordance with applicable law and
regulations. Having taken advice from the Audit Committee,
the Directors consider that the Annual Report and the financial
statements, taken as a whole, provides the information necessary to
assess the Group and Company's performance, business model and
strategy and is fair, balanced and understandable.
To the best of our
knowledge:
§ the
Group financial statements, prepared in accordance with UK-adopted
international accounting standards, and
the Parent Company financial statements, prepared in accordance
with UK accounting standards give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation, taken
as a whole; and
§ the
Strategic Report and Directors' Report include a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation, taken
as a whole, together with a description of the principal risks and
uncertainties that they face.
The Directors confirm
that:
§ so far
as each Director is aware, there is no relevant audit information
of which the Group and Company's auditor is unaware; and
§ the
Directors have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant audit
information and to establish that the Group and Company's auditor
is aware of that information.
25
PRELIMINARY ANNOUNCEMENT
A copy of this Preliminary
Announcement is available on request to all Shareholders by post
from the Company Secretary, Johnson Service Group PLC, Johnson
House, Abbots Park, Monks Way, Preston Brook, Cheshire, WA7
3GH. The announcement can also be accessed on the Internet at
www.jsg.com.
The 2024 Annual Report will be made
available on the Group's website (www.jsg.com) on or before 24
March 2025.
26
APPROVAL
The Preliminary Announcement was
approved by the Board of Directors on 3 March 2025.