31 July 2024
Restore
plc
("Restore" or the "Group" or the "Company")
Half year results
2024
Restore plc (AIM: RST), the UK's
leading provider of digital and information management and secure
lifecycle services, today announces its results for the half year
ended 30 June 2024.
SUMMARY OF RESULTS
|
|
H1 2024
|
H1
2023
|
Change
|
Revenue (£m)
|
|
139.4
|
139.6
|
-
|
Adjusted operating
profit1 (£m)
|
|
23.6
|
21.7
|
9%
|
Adjusted operating margin2 (%)
|
|
16.9%
|
15.5%
|
140bps
|
Adjusted profit before
tax3 (£m)
|
|
16.3
|
15.1
|
8%
|
Statutory profit/(loss) before tax
(£m)
|
|
8.6
|
(25.9)
|
n/a
|
Net debt4
(£m)
|
|
93.5
|
97.9
|
4%
|
Leverage5
|
|
1.7x
|
1.8x
|
6%
|
Adjusted basic earnings per
share6 (pence)
|
|
9.0p
|
8.4p
|
7%
|
Statutory basic earnings/(loss)
per share (pence)
|
|
4.7p
|
(20.5p)
|
n/a
|
Dividend per share
(pence)
|
|
2.00p
|
1.85p
|
8%
|
STRATEGY
· Continued focus on improving operational and financial
performance and maintaining good cash generation.
· Records Management property consolidation strategy
progressing well:
o First boxes moved into Markham Vale, our new 100,000 square
foot facility, in Q2; on track to remove majority of boxes from our
Redhill and Paddock Wood sites by year-end.
o Planning for our next site consolidation now
underway.
· New
contract awarded with Department for Work and Pensions ("DWP") for
inbound mail and document management services with a total minimum
contract value of over £70m spanning six years, to start in
FY25.
· Further actions undertaken to improve the operational
efficiency and profitability of the Digital business:
o Integration of the Digital business into Records Management;
improve approach to market and reduce overheads.
o Closure of Stockport site and significant reduction in scale
of Manchester operation, and consolidation of activity into
Wolverhampton sites; reduction in capacity to benefit utilisation
without constraining growth.
o Estimated integration costs of c£3m, primarily in 2024, and
annualised cost savings of c£3m.
TRADING PERFORMANCE
· Group revenue broadly flat at £139.4m (H1 2023:
£139.6m):
o Digital and Information Management revenue of £87.5m (H1
2023: £85.1m); continued strong growth in Records Management
storage revenues driven by RPI/CPI linked price rises. Box numbers
were broadly flat at 22.5m. Digital is trading in line with
expectations.
o Secure Lifecycle Services revenue of £51.9m (H1 2023:
£54.5m); Harrow Green impacted by slower commercial moves market
and construction delays on projects, as previously
anticipated. Datashred and Technology trading in line with
expectations, recycled paper pricing continuing to
improve.
· Adjusted operating profit of £23.6m (H1 2023: £21.7m),
reflecting increased operating margins in Records Management and
lower Group overheads.
· Continued strong cash conversion7 of 84% with net
debt of £93.5m; leverage decreased to 1.7x, well within the Groups
target range.
· Interim dividend of 2.00 pence (H1 2023: 1.85
pence).
CHARLES SKINNER, CEO, commented:
"We are executing well against our plans, including the
changes in operating style. The changes have been significant and
will therefore take time before they fully bear fruit. That said,
the management team are revitalised and we are starting to see
signs of improved performance. We continue to believe Restore
should be targeting an adjusted operating margin of no less than
20% in the medium term.
Our expectations for the Group's full year performance remain
unchanged and we continue to anticipate that all of our businesses,
with the exception of Harrow Green, will deliver an improvement in
adjusted operating margins in the current year as we work towards
the Group's medium term goal."
1)
Calculated as statutory operating profit before adjusting items
(reconciled below the condensed consolidated statement of
comprehensive income).
2)
Calculated as adjusted operating profit divided by
revenue.
3)
Calculated as statutory profit before tax and adjusting items
(reconciled below the condensed consolidated statement of
comprehensive income).
4)
Calculated as external borrowings less cash, excluding the effects
of lease obligations under IFRS16 (reconciled in note
9).
5)
Calculated as Net debt relative to adjusted EBITDA (defined in note
3)
6)
Calculated as adjusted profit before tax with a standard tax charge
applied, divided by the weighted average number of shares in issue
(reconciled in note 5).
7)
Calculated as free cashflow divided by net operating profit after
tax (reconciled below the condensed consolidated statement of cash
flows)
Cautionary Statement: This
announcement contains certain statements, statistics and
projections that are or may be forward-looking. The accuracy and
completeness of all such statements, including, without limitation,
statements regarding the future financial position, strategy,
projected costs, plans and objectives for the management of future
operations of Restore and its subsidiaries is not warranted or
guaranteed. These statements typically contain words such as
'intends', 'expects', 'anticipated', 'estimates' and words of
similar import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. Although Restore
believes that the expectations will prove to be correct. There are
a number of factors, many of which are beyond the control
of Restore, which could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
ENDS
Half year results presentations
Restore will host a presentation for
analysts and investors at 8.30am today which can be accessed via
the details below:
https://www.investis-live.com/restoreplc/66447eca7e7bb30d006d42ef/tqwer
Conference call:
United Kingdom
(Local): +44 20 3936
2999
United Kingdom
(Toll-Free): +44 800 358
1035
Global Dial-In Numbers
Access Code: 269109
The presentation will be webcast
live and a recording will be available after the event.
There will also be a presentation
for private investors at 9.00am on Friday 2 August.
To register for the event, please
follow this
link.
A recording will be available
shortly after the event here.
For
further information please contact:
|
|
|
|
Restore plc
|
www.restoreplc.com
|
Charles Skinner, CEO
|
44 (0) 207 409 2420
|
Dan Baker, CFO
|
|
Chris Fussell, Company
Secretary
|
|
|
|
Investec (Nominated Adviser and Joint
Broker)
|
www.investec.com
|
Carlton Nelson
|
+44 (0) 207 597 5970
|
James Rudd
|
|
|
|
Canaccord Genuity (Joint Broker)
|
www.canaccordgenuity.com
|
Max Hartley
|
+44 (0) 207 523 8000
|
Alex Aylen
|
|
|
|
FTI
Consulting (PR Enquiries)
|
www.fticonsulting.com/uk
|
Nick Hasell
|
+44 (0) 203 727 1340
|
Alex Le May
|
|
BUSINESS PERFORMANCE
Overview
Revenue for H1 2024 was broadly
flat at £139.4m (H1 2023: £139.6m).
Records Management achieved record
revenues of £64.0m (H1 2023: £59.3m) driving an increase in the
Digital and Information Management division's total revenues to
£87.5m (H1 2023: £85.1m) despite Digital's revenues decreasing from
£25.8m to £23.4m. The Secure Lifecycle Services division's revenues
fell to £51.9m (H1 2023: £54.5m). Revenues in Technology were
higher at £17.0m (H1 2023: £16.3m) while Datashred saw revenues
fall to £17.5m (H1 2023: £18.6m), wholly attributable to the market
decline in recycled paper prices. Revenues in the division were
also impacted by reduced activity levels in Harrow Green, as
anticipated, with revenues reducing to £17.4m (H1 2023:
£19.6m).
Adjusted profit before tax
increased to £16.3m from £15.1m in H1 2023, reflecting increased
operating margins in Records Management and lower Group overheads.
Apart from Records Management, our other operating businesses saw a
decline in operating profit.
The strengths of Records
Management are reflected in these results. We are confident that
the changes undertaken over the last nine months and currently
underway will improve operating profit performance across the other
businesses. It is our firm view that the strength of the
Records Management business should not subsidise underperformance
elsewhere.
Digital and Information Management
Our Digital and Information
Management division comprises Records Management and Digital. 2024
revenue was £87.5m (H1 2023: £85.1m), with adjusted operating
profit of £24.6m (H1 2023: £20.9m), reflecting increased operating
margins in Records Management.
Records Management
Records Management increased
revenues by 8% to £64.0m in H1 2024. The number of boxes stored was
broadly flat, with contractual price changes accounting for the
revenue increase. Adjusted operating margins increased appreciably
as a result of increased prices and strong cost control.
We are currently operating at 95%
of box storage capacity (utilisation of the available capacity).
Whilst we are seeing a higher level of destructions than in
previous years, particularly from private sector clients, new box
intake is offsetting this, leading to broadly stable box numbers.
The rate of perm-outs (boxes transferred to competitors) is notably
low. A stable number of boxes allows us to secure efficiencies from
estate management and our property consolidation
strategy.
During the period, we signed a
long-term lease on a 100,000 square foot facility in Markham Vale,
East Midlands, which has a capacity of 1.4m boxes. We have started
decanting boxes from two of our most expensive legacy sites,
Redhill and Paddock Wood, into this facility, where storage costs
per box are far cheaper, resulting in an improvement in margins.
This decanting operation is expected to be completed by the end of
this year. After this exercise, there will still be surplus space,
enabling us to decant boxes from other more expensive sites. We
intend to continue this steady transfer of boxes from smaller, more
expensive sites into larger, cheaper sites over the coming years;
and we have started the search for a new large site for the next
consolidation.
We have also started building work
to expand our freehold site in Sittingbourne, Kent. We expect this
to be completed within the next twelve months. This will give us
more space at a comparatively low cost of capital in South-East
England, where property values for our type of facility have
accelerated sharply over the last decade.
Digital
Digital revenue in H1 2024
experienced a fall from £25.8m to £23.5m, despite large contracts
being won with HMRC and the Land Registry. The overall reduction in
major one-off contracts during the period accounts for the fall
between the 2023 and 2024 revenues; this was particularly
noticeable in the volume of work undertaken for the NHS. The impact
of lower revenues was felt in operating margins, which also
declined.
Accordingly, we have taken further
action to improve Digital's profitability, in addition to the site
closures undertaken in 2023. We are in the process of closing our
Stockport facility and have recently announced the reduction in
scale of our Manchester facility. These actions will simplify our
operations to two primary facilities, both in Wolverhampton. By
reducing our capacity, we are confident that utilisation rates will
increase, driving up gross margins through improved
efficiency.
We are pleased to announce a
significant Digital contract win with the Department for Work and
Pensions for the provision of inbound mail and document management
services. The contract, valued at over £70 million (dependent on
transactional volumes), spans six years and is expected to commence
in H1 2025.
During the period, we were
informed that we were unsuccessful in our bid to renew our contract
with a government agency where we currently provide lower margin
bulk scanning activities onsite at their two UK facilities. As a
result, this contract will terminate at the end of 2024.
Integration of Digital into Records
Management
It has become clear that the
activities of our Records Management and Digital businesses, which
comprise our Digital & Information Management division,
increasingly overlap. We continue to see considerable demand from
our customers to supply their physical records back to them in
digital form, and our existing and potential customers also look to
us to help them with choosing when and what digitisation to
undertake. It is logical to combine these two businesses to
facilitate the selling of both services as alternative rather than
competing programmes and we have therefore recently announced to
our people and customers that we will integrate them.
Overall, combining these two
businesses will reduce overheads within the division, enabling a
significant increase in the operating margin. Whilst detailed plans
are being finalised, the integration process has started and is
expected to be substantially complete within the next twelve
months.
We estimate that the closure of
the Stockport site and the scaling back of the Manchester site,
together with the integration of the Digital business into Records
Management, will incur one-off integration costs of c£3m,
principally relating to redundancies and primarily incurred in
2024, and give rise to annualised cost savings in the order of
£3m.
Secure Lifecycle Services
Our Secure Lifecycle Services
division comprises Technology, Datashred and Harrow Green. Our H1
2024 revenue was £51.9m (H1 2023: £54.5m), with adjusted operating
profit of £2.4m (H1 2023: £3.7m). All three businesses experienced
specific headwinds and we are confident that the division's
financial performance can be improved in the short term.
Technology
Technology increased revenues to
£17.0m (H1 2023: £16.3m). We are beginning to see an increase in
recycled IT equipment in line with an uptick in global IT sales.
Profitability was marginally better than the prior
period.
Technology is undergoing
considerable operational change at present as we refocus its core
activities on two main business streams: the recycling of
end-of-life equipment for blue-chip customers, and providing lT
lifecycle services to the end-customers of the large value-added IT
resellers. To this end, we have repurposed our Bedford site to work
exclusively on lifecycle customers, while Runcorn, Birmingham and
Cannock focus on more traditional IT asset disposal activities.
This is complemented by our destruction services in Bristol. As
part of this process, we have ceased low-end recycling at Cannock.
The switch in activity at Cannock meant that the facility continued
to lose money during the changeover period, but it is now set up to
operate profitably.
We have significantly improved the
business information in Technology, enabling us to understand the
profitability of individual activities. This exercise has also
drawn attention to areas of inefficiency such as in transport,
re-selling activities and specialist activities. We are in the
process of introducing a new IT system such that all sites will be
operating on the same system and stock can be monitored across the
business.
Our lifecycle activities are
growing fast. Our contract with CDW to provide lifecycle services
to DWP has grown rapidly and we are starting to attract a broader
base of value-added resellers to our capabilities. We believe there
is significant opportunity in this business stream.
Our hard disk services at
Ultratech and Ultratest continue to trade satisfactorily. Our
engineering activities, primarily undertaking IT moves for our
customers, have been slow but there is increasing crossover between
their customer base and the wider business's customers,
particularly in lifecycle activities which can be expected to drive
activity.
Datashred
Datashred's revenues declined to
£17.5m (H1 2023: £18.6m), wholly due to the average recycled paper
price being £155/tonne compared to £220/tonne in the first half of
2023. The impact of this is a reduction in revenue and profit in
excess of £1m. The paper price has recently improved and is now
trading within longer term averages of £160-190/tonne; we expect
this to now stabilise, providing a tailwind rather than a headwind
over the next twelve months.
There have been several
initiatives in Datashred which have started to yield benefits. Our
site visits per vehicle are at record levels, reducing our
transport costs and improving gross margins. Our closer
relationships with the UK paper mills are helping us manage our
paper-selling prices better. New business lines, including textile
and other material shredding and disposal, is ramping up. Our new
business sales, helped by more dynamic pricing, are strong, such
that the number of visits we will undertake in 2024 will be ahead
of 2023.
Datashred continues to have unique
advantages in its market: a captive client in Records Management
which typically supplies c10,000 tonnes of paper per annum to
Datashred; the attractions of "chain of custody" to Group
customers, knowing that documents can be stored, scanned and
shredded by one trusted supplier; the opportunity to reduce rent
costs by sharing paper collection sites with other Group
businesses, typically Records Management sites; and the benefits of
scale, which are so important to route-based businesses.
We remain confident that these
structural advantages under the energetic management we have in
place will strengthen our market position and lead to higher
operating margins. The UK shredding industry remains comparatively
unconsolidated and we intend to be the key player in this
sector.
Harrow Green
Harrow Green's revenues fell to
£17.4m (H1 2023: £19.6m) and this resulted in appreciably lower
profitability, despite the successful completion of the laboratory
move for a major pharmaceutical company.
Several major projects scheduled
in 2024 have been postponed, not helped by the reluctance of
customers to make major commitments in a General Election year. We
also believe that the structural shift in working patterns will
have a longer-term impact on Harrow Green's business, with a
reduction in large one-off office moves in London for our large
private sector customers.
We have addressed this by reducing
headcount amongst our operatives, sales and support teams at our
flagship London facility at Silvertown. We also continue to address
key attractive markets, notably life sciences, where we are
building a significant market position. As part of this, we have
built a biobank to store customer's materials in our Cambridge
branch; much of this specialist storage space has been pre-sold. We
have also opened a new branch in Oxford which should reach
profitability in its first year of operation. We also continue to
develop our heritage capability where the predominantly public
sector customer base is ill-equipped to cope with the volume of
storage their assets require.
Harrow Green remains comfortably
the preeminent operator in its industry and we expect that it will
return to double-digit operating margins when activity levels pick
up towards more normal levels.
Outlook
"We are executing well against our
plans, including the changes in operating style. The changes have
been significant and will therefore take time before they fully
bear fruit. That said, the management team are revitalised and we
are starting to see signs of improved performance. We
continue to believe Restore should be targeting an adjusted
operating margin of no less than 20% in the medium term.
Our expectations for the Group's
full year performance remain unchanged and we continue to
anticipate that all of our businesses, with the exception of Harrow
Green, will deliver an improvement in adjusted operating margins in
the current year as we work towards the Group's medium-term
goal."
FINANCIAL PERFORMANCE
Overview
Revenue for the period ended 30
June 2024 was broadly flat at £139.4m (H1 2023: £139.6m). Adjusted
profit before tax was £16.3m (H1 2023: £15.1m). On a statutory
basis, the Group made a profit of £8.6m (H1 2023: loss of £25.9m).
Good cash generation endures as a key strength of the Group with
cash conversion of 84%.
Revenue
£m
|
|
H1 2024
|
H1
2023
|
Variance
|
Records Management
|
|
64.0
|
59.3
|
4.7
|
Digital
|
|
23.5
|
25.8
|
(2.3)
|
Digital and Information Management
|
|
87.5
|
85.1
|
2.4
|
Technology
|
|
17.0
|
16.3
|
0.7
|
Datashred
|
|
17.5
|
18.6
|
(1.1)
|
Harrow Green
|
|
17.4
|
19.6
|
(2.2)
|
Secure Lifecycle Services
|
|
51.9
|
54.5
|
(2.6)
|
Total
|
|
139.4
|
139.6
|
(0.2)
|
Adjusted profit
Despite revenue in the Group being
broadly flat, adjusted operating profit was up 9% at £23.6m (H1
2023: £21.7m) driven by pricing, particularly within Records
Management, combined with cost control actions across all
businesses and head office that were implemented towards the end of
2023. This was partially offset by the lower average recycled paper
price of £155/tonne in Datashred (H1 2023: £220/tonne).
Bank interest costs were slightly
higher than last year at £4.6m (H1 2023: £4.4m). Despite the
headwind of 1% higher average base rate, tighter cash management
and actions taken to pay down the RCF facility (£80m drawn down as
at 30 June 2024, compared to £97m as at 31 December 2023) and trim
excess capacity to save facility fees (RCF facility of £125m as at
30 June 2024, compared to £200m as at 31 December 2023) mitigated
some of the rate impact.
Consequently, the Group's adjusted
profit before tax was £16.3m (H1 2023: £15.1m).
Adjusting items
Due to the nature of certain
income or costs, the Directors believe that an alternative measure
of profit before tax and earnings per share provides readers of
these results with a useful representation of the Group's
performance that should be considered together with statutory
profit and earnings per share.
The adjusting items in arriving at
adjusted profit before tax are as follows:
£m
|
|
H1 2024
|
H1
2023
|
Impairment of non-current
assets
|
|
-
|
32.5
|
Amortisation of intangible
assets
|
|
6.0
|
6.3
|
Acquisition related
transaction/advisory costs
|
|
-
|
0.2
|
Restructuring and redundancy
costs
|
|
0.7
|
1.0
|
Property related costs
|
|
0.4
|
-
|
Strategic IT organisation
costs
|
|
0.6
|
1.0
|
Total
|
|
7.7
|
41.0
|
The largest component of adjusting
items in H1 2023 related to an asset impairment of £32.5m, being a
non-cash impairment of the goodwill in Datashred following a
reassessment of its future growth expectations. There have
not been any impairments in H1 2024.
There were no material
acquisitions over the past 12 months and therefore the amortisation
charge is broadly consistent. The lack of M&A activity has also
driven a reduction in the acquisition transaction costs incurred
during the period.
The restructuring started towards
the end of 2023 to right size the Group completed in H1, resulting
in restructuring and redundancy charges of £0.7m. Actions to
improve the profitability of the Digital business, including the
closure of two additional sites and integration of the business
within Records Management, have now commenced and we estimate will
cost around £3m, primarily incurred in 2024.
The Records Management property consolidation strategy commenced
in H1 2024, leading to a charge of £0.4m
relating to dual running costs for our new Markham Vale site and
the logistics costs of moving the boxes from the sites we are
exiting in Redhill and Paddock Wood.
Investment in the Group's new
finance systems has largely completed following an early
curtailment of the programme, with Harrow Green going live in June
2024. Due to the nature of cloud-based accounting, these
costs are expensed as they are incurred.
Following these adjusting items,
the Group made a statutory profit before tax of £8.6m (H1 2023:
statutory loss before tax of £25.9m).
Net debt and leverage
Net debt as at 30 June 2024 was
£93.5m (H1 2023: £97.9m) with leverage decreasing from 1.8x to
1.7x.
£m
|
H1 2024
|
H1 2023
|
Net debt (£m)
|
93.5
|
97.9
|
Leverage
|
1.7x
|
1.8x
|
Cashflow
The Group generated free cashflow
before financing costs of £14.9m (H1 2023: £14.0m). Net cash
generated from operating activities was in line with H1 2023 at
£31.9m.
CONDENSED INTERIM FINANCIAL STATEMENTS
Condensed consolidated statement of comprehensive
income
For the half year ended 30 June
2024
|
|
Unaudited
six months
ended
30 June
2024
£'m
|
Unaudited
six
months ended
30 June
2023
£'m
|
Audited
year
ended
31
December 2023
£'m
|
|
Revenue - continuing operations
|
|
139.4
|
139.6
|
277.1
|
|
Cost of sales
|
|
(77.5)
|
(80.1)
|
(160.7)
|
|
Gross profit
|
|
61.9
|
59.5
|
116.4
|
|
Administrative expenses
|
|
(45.8)
|
(46.3)
|
(94.4)
|
|
Movement in trade receivables loss
allowance
|
|
(0.1)
|
-
|
(0.7)
|
|
Impairment of non-current
assets
|
|
-
|
(32.5)
|
(36.3)
|
|
Operating profit/(loss)
|
|
16.0
|
(19.3)
|
(15.0)
|
|
Finance costs
|
|
(7.4)
|
(6.6)
|
(14.0)
|
|
Profit/(loss) before tax
|
|
8.6
|
(25.9)
|
(29.0)
|
|
Taxation
|
|
(2.2)
|
(2.2)
|
(1.7)
|
|
Profit/(loss) after tax
|
|
6.4
|
(28.1)
|
(30.7)
|
|
Other comprehensive
profit/(loss)
|
|
0.1
|
-
|
(0.1)
|
|
Total comprehensive income/(loss) for the period from
continuing operations and
profit/(loss) attributable to owners of the parent
|
|
6.5
|
(28.1)
|
(30.8)
|
|
Earnings/(loss) per share attributable to owners of the
parent (pence)
|
|
|
|
|
|
Total - basic
|
|
4.7p
|
(20.5p)
|
(22.5p)
|
|
Total - diluted
|
|
4.7p
|
(20.5p)
|
(22.5p)
|
|
The reconciliation between the
statutory results shown above and the non-GAAP adjusted measures
are shown below:
|
|
Unaudited
six months
ended
30 June
2024
£'m
|
Unaudited
six
months ended
30 June
2023
£'m
|
Audited
year
ended
31
December 2023
£'m
|
Operating profit/(loss)
|
|
16.0
|
(19.3)
|
(15.0)
|
Adjusting items - administrative
expenses
|
|
1.6
|
2.2
|
10.8
|
Adjusting items - amortisation of
intangible assets
|
|
6.0
|
6.3
|
12.2
|
Adjusting items -
impairment
|
|
-
|
32.5
|
36.3
|
Total adjusting items
|
|
7.6
|
41.0
|
59.3
|
Adjusted operating profit
|
|
23.6
|
21.7
|
44.3
|
Adjusted operating
profit
|
|
23.6
|
21.7
|
44.3
|
Tax at 25% (2023: 23.5%)
|
|
(5.9)
|
(5.1)
|
(10.4)
|
NOPAT (Net operating profit after tax)
|
|
17.7
|
16.6
|
33.9
|
Profit/(loss) before tax
|
|
8.6
|
(25.9)
|
(29.0)
|
Adjusting items (as stated
above)
|
|
7.6
|
41.0
|
59.3
|
Adjusting items - finance
costs
|
|
0.1
|
-
|
-
|
Adjusted profit before tax
|
|
16.3
|
15.1
|
30.3
|
|
|
|
|
| |
Condensed consolidated statement of financial
position
At 30 June 2024
Company registered no.
05169780
|
Unaudited 30 June
2024
£'m
|
Unaudited 30 June 2023
Restated*
£'m
|
Audited
31 December 2023
Restated*
£'m
|
Audited
31 December 2022
Restated*
£'m
|
ASSETS
|
|
|
|
|
Non-current assets
|
|
|
|
|
Intangible assets
|
279.9
|
293.5
|
284.7
|
331.9
|
|
Property, plant and
equipment
|
79.6
|
80.5
|
79.4
|
79.7
|
|
Right of use assets
|
114.8
|
110.3
|
109.0
|
113.7
|
|
Other receivables
|
4.7
|
5.0
|
5.2
|
5.1
|
|
|
479.0
|
489.3
|
478.3
|
530.4
|
|
Current assets
|
|
|
|
|
|
Inventories
|
1.5
|
2.2
|
1.5
|
2.0
|
|
Trade and other
receivables
|
65.4
|
61.8
|
63.1
|
64.9
|
|
Cash and cash
equivalents
|
10.0
|
25.3
|
22.7
|
30.2
|
|
Current tax assets
|
-
|
0.3
|
1.2
|
-
|
|
|
76.9
|
89.6
|
88.5
|
97.1
|
|
Total assets
|
555.9
|
578.9
|
566.8
|
627.5
|
|
LIABILITIES
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other
payables
|
(46.2)
|
(49.6)
|
(44.9)
|
(49.1)
|
|
Financial liabilities - lease
liabilities
|
(20.2)
|
(27.1)
|
(24.9)
|
(18.9)
|
|
Derivative liability
|
-
|
-
|
(0.1)
|
-
|
|
Current tax liabilities
|
(0.1)
|
-
|
-
|
(1.6)
|
|
Provisions
|
(5.3)
|
(1.7)
|
(4.4)
|
(1.7)
|
|
|
(71.8)
|
(78.4)
|
(74.3)
|
(71.3)
|
|
Non-current liabilities
|
|
|
|
|
|
Financial liabilities -
borrowings
|
(103.5)
|
(123.2)
|
(120.5)
|
(133.7)
|
|
Financial liabilities - lease
liabilities
|
(108.8)
|
(94.9)
|
(98.2)
|
(105.1)
|
|
Deferred tax liability
|
(27.4)
|
(30.4)
|
(29.3)
|
(30.9)
|
|
Provisions
|
(12.5)
|
(15.8)
|
(14.2)
|
(15.4)
|
|
Other payables
|
(0.2)
|
(0.3)
|
(0.4)
|
(0.1)
|
|
|
(252.4)
|
(264.6)
|
(262.6)
|
(285.2)
|
|
Total liabilities
|
(324.2)
|
(343.0)
|
(336.9)
|
(356.5)
|
|
Net assets
|
231.7
|
235.9
|
229.9
|
271.0
|
|
EQUITY
|
|
|
|
|
|
Share capital
|
6.8
|
6.8
|
6.8
|
6.8
|
|
Share premium
|
187.9
|
187.9
|
187.9
|
187.9
|
|
Other reserves
|
1.4
|
6.5
|
3.7
|
6.9
|
|
Retained earnings
|
35.6
|
34.7
|
31.5
|
69.4
|
|
Total equity
|
231.7
|
235.9
|
229.9
|
271.0
|
|
*Refer to Note 1 for details of the
restatement
Condensed consolidated statement of changes in
equity
For the half year ended 30 June
2024
|
|
Attributable to owners of the parent
|
|
|
Share
capital
£'m
|
Share
premium
£'m
|
Other
reserves
£'m
|
Retained
earnings
£'m
|
Total
equity
£'m
|
|
|
|
|
|
|
Balance at 1 January 2023 as
previously stated
|
6.8
|
187.9
|
6.9
|
71.6
|
273.2
|
Restatement (refer to note
1)
|
-
|
-
|
-
|
(2.2)
|
(2.2)
|
Balance at 1 January 2023
restated
|
6.8
|
187.9
|
6.9
|
69.4
|
271.0
|
Loss for the period
|
-
|
-
|
-
|
(28.1)
|
(28.1)
|
Total comprehensive loss for the
period
|
-
|
-
|
-
|
(28.1)
|
(28.1)
|
Transactions with
owners:
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
(6.6)
|
(6.6)
|
Share-based payments
charge
|
-
|
-
|
(0.4)
|
-
|
(0.4)
|
Balance at 30 June 2023
(unaudited) (restated)
|
6.8
|
187.9
|
6.5
|
34.7
|
235.9
|
Balance at 1 July 2023
(restated)
|
6.8
|
187.9
|
6.5
|
34.7
|
235.9
|
Loss for the period
|
-
|
-
|
-
|
(2.6)
|
(2.6)
|
Other comprehensive
loss
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Total comprehensive loss for the
period
|
-
|
-
|
(0.1)
|
(2.6)
|
(2.7)
|
Transactions with
owners:
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
(2.5)
|
(2.5)
|
Share-based payments
charge
|
-
|
-
|
(0.1)
|
-
|
(0.1)
|
Deferred tax on share-based
payments
|
-
|
-
|
(0.2)
|
-
|
(0.2)
|
Transfer*
|
-
|
-
|
(3.3)
|
3.3
|
-
|
Purchase of treasury
shares
|
-
|
-
|
(0.6)
|
-
|
(0.6)
|
Disposal of treasury
shares
|
-
|
-
|
1.5
|
(1.4)
|
0.1
|
Balance at 31 December 2023
(audited) (restated)
|
6.8
|
187.9
|
3.7
|
31.5
|
229.9
|
Balance at 1 January 2024
(restated)
|
6.8
|
187.9
|
3.7
|
31.5
|
229.9
|
Profit for the period
|
-
|
-
|
-
|
6.4
|
6.4
|
Other comprehensive
income
|
-
|
-
|
0.1
|
-
|
0.1
|
Total comprehensive income for the
period
|
-
|
-
|
0.1
|
6.4
|
6.5
|
Transactions with
owners:
|
|
|
|
|
|
Dividends
|
-
|
-
|
-
|
(4.6)
|
(4.6)
|
Share-based payments
charge
|
-
|
-
|
0.7
|
-
|
0.7
|
Transfer*
|
-
|
-
|
(2.4)
|
2.4
|
-
|
Purchase of treasury
shares
|
-
|
-
|
(0.8)
|
-
|
(0.8)
|
Disposal of treasury
shares
|
-
|
-
|
0.1
|
(0.1)
|
-
|
Balance at 30 June 2024 (unaudited)
|
6.8
|
187.9
|
1.4
|
35.6
|
231.7
|
|
|
|
|
|
| |
*In the period ended 30 June 2024 a net amount of £2.4 million
was reclassified from share-based payment reserve to retained
earnings in respect of lapsed and exercised options (year ended 31
December 2023: £3.3m)
Condensed consolidated statement of cash
flows
For the half year ended 30 June
2024
|
|
Unaudited
six months
ended
30 June
2024
£'m
|
Unaudited
six
months ended
30 June
2023
£'m
|
Audited
year
ended
31
December 2023
£'m
|
Cash generated from operating activities
|
|
31.9
|
32.5
|
66.9
|
Net finance costs
|
|
(7.6)
|
(5.5)
|
(12.8)
|
Income taxes paid
|
|
(2.7)
|
(4.8)
|
(6.3)
|
Net cash generated from operating
activities
|
|
21.6
|
22.2
|
47.8
|
Cash flows from investing activities
|
|
|
|
|
Purchase of property, plant and
equipment and applications software IT
|
|
(5.7)
|
(5.6)
|
(10.3)
|
Purchase of subsidiary
undertakings, net of cash acquired
|
|
-
|
(1.1)
|
(1.3)
|
Purchase of trade and
assets
|
|
(0.6)
|
-
|
(0.4)
|
Net cash used in investing activities
|
|
(6.3)
|
(6.7)
|
(12.0)
|
Cash flows from financing activities
|
|
|
|
|
Dividends paid
|
|
-
|
-
|
(9.1)
|
Purchase of treasury
shares
|
|
(0.8)
|
(0.2)
|
(0.6)
|
Proceeds from disposal of treasury
shares
|
|
-
|
0.1
|
0.1
|
Repayment of revolving credit
facility
|
|
(17.0)
|
(35.0)
|
(48.0)
|
Drawdown of revolving credit
facility
|
|
-
|
-
|
10.0
|
Drawdown of US Private Placement
notes facility
|
|
-
|
25.0
|
25.0
|
Lease principal
repayments
|
|
(10.2)
|
(10.3)
|
(20.7)
|
Net cash used in financing activities
|
|
(28.0)
|
(20.4)
|
(43.3)
|
Net decrease in cash and cash equivalents
|
|
(12.7)
|
(4.9)
|
(7.5)
|
Cash and cash equivalents at start of
period
|
|
22.7
|
30.2
|
30.2
|
Cash and cash equivalents at end of period
|
|
10.0
|
25.3
|
22.7
|
A reconciliation between the
statutory results above and the non-GAAP cashflow measures is shown
below:
|
|
Unaudited
six months
ended
30 June
2024
£'m
|
Unaudited
six
months ended
30 June
2023
£'m
|
Audited
year
ended
31
December 2023
£'m
|
Cash generated from operating activities
|
|
31.9
|
32.5
|
66.9
|
Income taxes paid
|
|
(2.7)
|
(4.8)
|
(6.3)
|
Purchase of property, plant and
equipment and applications software IT
|
|
(5.7)
|
(5.6)
|
(10.3)
|
Lease principal
repayments
|
|
(10.2)
|
(10.3)
|
(20.7)
|
Add back: Cash impact of adjusting
items - administrative expenses
|
|
1.6
|
2.2
|
7.7
|
Free cashflow
|
|
14.9
|
14.0
|
37.3
|
NOPAT (Net operating profit after
tax)
|
|
17.7
|
16.6
|
33.9
|
Cash conversion
|
|
84%
|
84%
|
110%
|
Notes to the condensed interim financial
statements
For the half year ended 30 June
2024
1. Basis of preparation
The condensed interim financial
statements have been prepared in accordance with IAS 34, Interim
Financial Reporting, adopting accounting policies that are
consistent with those of the previous financial year and
corresponding half year reporting period. The condensed interim financial statements do not constitute
statutory accounts as defined in Section 434 of the Companies Act
2006.
The information for the year ended
31 December 2023 is based on audited statutory accounts which have
been filed with the Registrar of Companies. The Auditor's
report for 2023 was (i) unqualified, (ii) included no matters to
which the auditor drew attention by way of emphasis and (iii) did
not contain statements under Sections 498 (2) or 498 (3) of the
Companies Act 2006 in relation to the financial statements. The
six-month period to 30 June 2024 and 30 June 2023 was
unaudited.
The condensed interim financial
statements have been prepared on a historical cost basis, except
for certain financial assets and liabilities and share options
which are held at fair value. The accounting policies have been
consistently applied, other than where new policies have been
adopted. The preparation of financial statements in conformity with
IFRS requires the use of certain accounting estimates. It also
requires management to exercise its judgement in the process of
applying the Group's accounting policies. The condensed interim
financial statements are presented in pounds sterling and, unless
stated otherwise, shown in pounds million to one decimal place. The
principal risks impacting the Group during the period remain
unchanged from those disclosed in the 31 December 2023 Annual
Report.
The Directors are satisfied that
climate change does not have a material impact on either individual
assets or cash-generating units in the condensed interim financial
statements.
The Group's operations are not
normally affected by significant seasonal variations between the
first and second halves of the calendar year.
The condensed interim financial
statements were approved by the Board of Directors on 30 July
2024.
Going concern
The Group meets its day-to-day
working capital requirements through its financing facilities.
Details of the Group's borrowing facilities are given in note 9.
The Directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for a
period of at least 12 months from the approval date of the
condensed interim financial statements. Thus, they continue to
adopt the going concern basis of accounting in preparing the
condensed interim financial statements. In making this assessment,
the Directors have considered the financing arrangements available
to the Group and the Group's cashflow forecasts through to 31
December 2025, taking into account reasonably possible downside
trading scenarios involving a reduction to non-recurring income
streams. The Directors' assessment includes reviewing the level of
liquidity headroom and financial covenant compliance headroom over
the period in review, including in the downside scenarios modelled.
The Group's latest outlook for H2 2024 and forecasts for 2025 show
that the Group is expected to operate within the level of its
current facilities.
Prior period restatements
IFRS 16 lease
modifications
During the first half of 2024 it
was noted that a small number of lease modifications had not been
appropriately recorded in prior periods. The right of use assets
and lease liabilities have therefore been restated as at 31
December 2023, 30 June 2023 and 31 December 2022 to appropriately
record these transactions. There is no profit impact to the
reported 2023 numbers as the incorrect modifications relate to
preceding periods.
|
As
reported
31
December 2023
£m
|
Impact
of restatement
31
December 2023
£m
|
Restated
31
December 2023
£m
|
Non-current assets
|
|
|
|
Right of use assets
|
91.6
|
17.4
|
109.0
|
Current liabilities
|
|
|
|
Lease liabilities
|
(18.6)
|
(6.3)
|
(24.9)
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
(84.9)
|
(13.3)
|
(98.2)
|
Equity
|
|
|
|
Retained earnings
|
33.7
|
(2.2)
|
31.5
|
|
As
reported
30 June
2023
£m
|
Impact
of restatement
30 June
2023
£m
|
Restated
30 June
2023
£m
|
Non-current assets
|
|
|
|
Right of use assets
|
95.6
|
14.7
|
110.3
|
Current liabilities
|
|
|
|
Lease liabilities
|
(21.6)
|
(5.5)
|
(27.1)
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
(83.5)
|
(11.4)
|
(94.9)
|
Equity
|
|
|
|
Retained earnings
|
36.9
|
(2.2)
|
34.7
|
|
As
reported
31
December 2022
£m
|
Impact
of restatement
31
December 2022
£m
|
Restated
31
December 2022
£m
|
Non-current assets
|
|
|
|
Right of use assets
|
106.8
|
6.9
|
113.7
|
Current liabilities
|
|
|
|
Lease liabilities
|
(19.2)
|
0.3
|
(18.9)
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
(95.7)
|
(9.4)
|
(105.1)
|
Equity
|
|
|
|
Retained earnings
|
71.6
|
(2.2)
|
69.4
|
The above restatements did not
result in changes to the cash flows reported in any of the periods.
There was also no impact noted to the reported profit or earnings
per share in 2023.
Classification of contract
assets and liabilities
In the second half of 2023, the
Group reviewed the classification and presentation of contract
assets within trade and other receivables and contract liabilities
within trade and other payables. It was determined, following this
review, that these balances should be re-presented based on the
expected timing of the realisations of these assets and
liabilities. As a result, the 30 June 2023 half year
comparative information has also been restated to be consistent
with the presentation reported as at 31 December 2023.
|
As
reported
30 June
2023
£m
|
Impact
of restatement
30 June
2023
£m
|
Restated
30 June
2023
£m
|
Non-current assets
|
|
|
|
Other receivables
|
-
|
5.0
|
5.0
|
Current assets
|
|
|
|
Trade and other
receivables
|
66.8
|
(5.0)
|
61.8
|
Current liabilities
|
|
|
|
Trade and other
payables
|
(49.9)
|
0.3
|
(49.6)
|
Non-current liabilities
|
|
|
|
Other payables
|
-
|
(0.3)
|
(0.3)
|
The restatement did not result in
any change to reported profit, earnings per share, net assets or
cash flows reported in the period to June 2023.
New standards, interpretations and amendments adopted by the
Group
The following new amendments to
standards were effective for the first time from 1 January
2024:
· Classification of Liabilities as Current or Non-current and
Non-current liabilities with covenants to IAS 1;
· Supplier Finance arrangement - Amendments to IAS 7 and IFRS
7; and
· Lease liability in sale and leaseback - Amendments to IFRS
16.
These amendments are not
considered to have a material impact on the condensed interim
financial statements.
2. Segmental analysis
The vast majority of the trading
of the Group is undertaken within the United Kingdom. Segment
assets include intangible assets, property, plant and equipment,
right of use assets, inventories, receivables and operating cash.
Central assets include deferred tax and head office assets. Segment
liabilities comprise operating liabilities. Central liabilities
include income tax and deferred tax, corporate borrowings and head
office liabilities. Capital expenditure comprises additions to
computer software, property, plant and equipment and includes
additions resulting from acquisitions through business
combinations. Segment assets and liabilities are allocated between
segments on an actual basis.
Revenue
The revenue from external
customers was derived from the Group's principal activities
primarily in the UK (where the Company is domiciled) as
follows:
Revenue - continuing operations
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30
June 2023
£'m
|
Year
ended
31
December 2023
£'m
|
Records Management
|
|
64.0
|
59.3
|
124.1
|
Digital
|
|
23.5
|
25.8
|
46.0
|
Digital & Information
Management
|
|
87.5
|
85.1
|
170.1
|
Technology
|
|
17.0
|
16.3
|
31.1
|
Datashred
|
|
17.5
|
18.6
|
35.9
|
Harrow Green
|
|
17.4
|
19.6
|
40.0
|
Secure Lifecycle
Services
|
|
51.9
|
54.5
|
107.0
|
Total revenue
|
|
139.4
|
139.6
|
277.1
|
For the period ended 30 June 2024
no customers individually accounted for more than 3% of the Group's
total revenue (H1 2023: 3%; year to 31 December 2023:
3%).
The Group had sales of goods of
£14.0m relating to the sale of recycled paper and recycled IT
assets (H1 2023: £14.2m; year to 31 December 2023: £27.4m). The
remainder of revenue relates to the sales of services
Segmental information
Profit/(loss) before tax
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30
June 2023
Restated*
£'m
|
Year
ended
31
December 2023
£'m
|
Digital & Information
Management
|
|
23.9
|
20.9
|
36.1
|
Secure Lifecycle
Services
|
|
2.2
|
3.2
|
5.4
|
Central
|
|
(4.1)
|
(4.6)
|
(8.0)
|
Adjusting items - amortisation and
impairment of non-current assets
|
|
(6.0)
|
(38.8)
|
(48.5)
|
Operating profit/(loss)
|
|
16.0
|
(19.3)
|
(15.0)
|
Finance costs
|
|
(7.4)
|
(6.6)
|
(14.0)
|
Profit/(loss) before
tax
|
|
8.6
|
(25.9)
|
(29.0)
|
The amortisation of acquired
intangible assets and the prior year impairment of goodwill and
customer relationship have been recorded centrally.
Digital & Information Management
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended 30 June 2023
Restated*
£'m
|
Year
ended
31
December 2023
£'m
|
Operating profit
|
|
23.4
|
20.3
|
35.2
|
Adjusting items
|
|
1.2
|
0.6
|
5.7
|
Adjusted operating
profit
|
|
24.6
|
20.9
|
40.9
|
Revenue
|
|
87.5
|
85.1
|
170.1
|
Adjusted operating
margin
|
|
28%
|
25%
|
24%
|
|
|
|
|
|
Secure Lifecycle Services
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30
June 2023
Restated*
£'m
|
Year
ended
31
December 2023
£'m
|
Operating profit
|
|
2.0
|
3.0
|
5.0
|
Adjusting items
|
|
0.4
|
0.7
|
1.2
|
Adjusted operating
profit
|
|
2.4
|
3.7
|
6.2
|
Revenue
|
|
51.9
|
54.5
|
107.0
|
Adjusted operating
margin
|
|
5%
|
7%
|
6%
|
*The 30 June 2023 balances in the
segmental information tables above have been restated to ensure
consistent presentation with the disclosures in the year ended 31
December 2023.
30
June 2024
|
Digital & Information
Management
£'m
|
Secure
Lifecycle
Services
£'m
|
Central
£'m
|
Total
£'m
|
Segment assets
|
432.2
|
126.2
|
(2.5)
|
555.9
|
Segment liabilities
|
131.4
|
50.6
|
142.2
|
324.2
|
Capital expenditure
|
4.6
|
1.0
|
0.1
|
5.7
|
Depreciation and
amortisation
|
15.8
|
5.2
|
0.3
|
21.3
|
Impairment
|
-
|
-
|
-
|
-
|
30
June 2023 (restated)**
|
Digital & Information
Management
£'m
|
Secure
Lifecycle
Services
£'m
|
Central
£'m
|
Total
£'m
|
Segment assets
|
446.2
|
120.8
|
11.9
|
578.9
|
Segment liabilities
|
125.7
|
53.9
|
163.4
|
343.0
|
Capital expenditure
|
4.4
|
1.1
|
0.1
|
5.6
|
Depreciation and
amortisation
|
16.3
|
6.4
|
0.2
|
22.9
|
Impairment
|
-
|
-
|
32.5
|
32.5
|
31
December 2023 (restated)**
|
Digital & Information
Management
£'m
|
Secure
Lifecycle
Services
£'m
|
Central
£'m
|
Total
£'m
|
Segment assets
|
442.6
|
119.6
|
4.6
|
566.8
|
Segment liabilities
|
132.9
|
48.0
|
156.0
|
336.9
|
Capital expenditure
|
8.4
|
1.8
|
0.1
|
10.3
|
Depreciation and
amortisation
|
32.2
|
12.3
|
0.5
|
45.0
|
Impairment
|
0.1
|
0.1
|
36.1
|
36.3
|
** The 2023 information in the
segmental balance sheet information tables above has been restated
to reflect the restatements reported in note 1.
3. Adjusting items
Management believe it is useful to
provide readers of the financial statements with alternative
performance measures ("APMs") that describe the performance of the
Group before the effects of significant costs or income that are
considered to be distorting due to their nature, and non-cash
amortisation primarily arising from acquired intangible
assets.
Adjustments made from statutory
measures to adjusted measures are referred to as adjusting items
within the financial statements and include impairments,
amortisation, expenses associated with acquisitions and subsequent
integration costs, costs associated with major restructuring
programmes, and other significant costs and credits that are
considered to be distorting due to their nature when assessing the
performance of the business. The Group's adjusting items are set
out below:
|
Six months
ended
30 June
2024
£'m
|
Six
months ended 30 June 2023
£'m
|
Year
ended
31
December 2023
£'m
|
Impairment of non-current
assets
|
-
|
32.5
|
36.3
|
Amortisation of intangible
assets
|
6.0
|
6.3
|
12.2
|
Acquisition related
transaction/advisory costs
|
-
|
0.2
|
0.2
|
Restructuring and redundancy
costs
|
0.7
|
1.0
|
5.9
|
Property related costs
|
0.4
|
-
|
3.1
|
Strategic IT reorganisation
costs
|
0.6
|
1.0
|
1.6
|
Total
|
7.7
|
41.0
|
59.3
|
Impairment of non-current assets
In the prior period there was a
non-cash impairment of goodwill in the Datashred CGU (£32.5m)
resulting from reduced expectations on service activity, paper
volumes and recycled paper pricing. Given the overall quantum of
the impairment charge and its non-cash nature, this cost was
adjusted for in deriving the Group's alternative performance
measures. No impairments have been noted in the current
period.
Amortisation of intangible assets
The amortisation charge primarily
relates to acquired intangible assets arising from business
combinations in prior periods. Given the overall quantum of the
amortisation charge and its non-cash nature, this cost is adjusted
for in deriving the Group's alternative performance measures. For
transparency, we note that the Group does not similarly adjust for
the related revenue and profits generated from its business
combinations in its alternative profit measures.
Acquisition transaction/advisory costs
Acquisition related transaction
and advisory costs primarily relate to legal, due diligence,
financing and other advisory costs incurred in association with
business acquisition activity. For transparency, we note that the
Group does not similarly adjust for the related revenue and profits
generated from its acquisitions in its alternative profit
measures.
Restructuring and redundancy costs
Restructuring and redundancy
adjustments relate primarily to the Group-wide organisational
restructuring and "right-sizing" programme which has been ongoing
across the Group since 2023 and has continued into 2024. Future
cost savings are expected from some of the restructuring activity
during the year, however, for transparency we note that these cost
savings will not be adjusted for in deriving the Group's
alternative performance measures.
Property related costs
A strategic consolidation of the
Group's property estate is ongoing. During 2024, the costs from
this exercise and in particular the costs from the move into the
Markham Vale site are £0.6m. Future cost savings are expected from
the site consolidation activity during the year, however, for
transparency we note that these cost savings will not be adjusted
for in deriving the Group's alternative performance
measures.
Strategic IT reorganisation costs
In 2024 the Group is completing
its multi-year programme to deliver cloud-based strategic IT
programmes, particularly in relation to its financial systems. The
implementation costs associated with these systems transformations
are to be expensed to the income statement as incurred, with the
in-year cost being £0.6m for H1 2024 (H1 2023: £1.0m). Future cost
savings are expected from these systems implementations, however,
for transparency we note that these cost savings will not be
adjusted for in deriving the Group's alternative performance
measures.
The Group's APMs are summarised
below:
APMs
|
Description
|
Adjusted operating
profit
|
Calculated as statutory operating
profit before adjusting items.
|
Net operating profit after tax
("NOPAT")
|
Calculated as adjusted operating
profit with a standard tax charge applied. APM used for calculation
of cash conversion.
|
Adjusted EBITDA
|
Calculated as EBITDA before IFRS16
and share-based payments. APM used for calculation of leverage, in
line with the calculation of financial debt covenants.
|
Adjusted profit before
tax
|
Calculated as statutory profit
before tax and before adjusting items.
|
Adjusted basic earnings per
share
|
Calculated as adjusted profit
before tax with a standard tax charge applied, divided by the
weighted average number of shares in issue.
|
Adjusted fully diluted earnings
per share
|
Calculated as adjusted profit
before tax with a standard tax charge applied, divided by the
weighted average fully diluted number of shares in
issue.
|
Net debt
|
Calculated as external borrowings
less cash, excluding the effects of lease obligations under
IFRS16.
|
Leverage
|
Calculated as adjusted EBITDA
divided by net debt, including a pro-forma adjustment to EBITDA for
acquisitions in line with financial debt covenants.
|
Free cashflow
|
Calculated as cash generated from
operations less income taxes paid, capital expenditure and lease
payments, but before the cash impact of adjusting items
|
Cash conversion
|
Calculated as free cashflow
divided by NOPAT.
|
The Group's APMs should be
considered as supplementary to statutory measures and readers of
the accounts should note the limitations of the measures and that
they are not comparable across companies.
4. Taxation
The income tax expense
comprises:
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Current tax expense
|
|
4.1
|
2.2
|
3.5
|
Deferred tax credit
|
|
(1.9)
|
-
|
(1.8)
|
Total tax expense
|
|
2.2
|
2.2
|
1.7
|
Tax for the six months ended 30
June 2024 is determined based on applying full year estimates of
the annual effective tax rate expected for the full financial year.
The estimated average annual tax rate used for the year to 30 June
2024 is 25%, (30 June 2023: 23.5%; 31 December 2023
23.5%).
5. Earnings/(loss) per share attributable to owners of the
parent
Basic earnings/(loss) per share
have been calculated on the profit/(loss) for the period after
taxation and the weighted average number of ordinary shares in
issue during the period.
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Total profit/(loss) for the period
(£'m)
|
|
6.4
|
(28.1)
|
(30.7)
|
Total basic earnings/(loss) per
share (pence)
|
|
4.7
|
(20.5)
|
(22.5)
|
Weighted average number of shares
in issue
|
|
136,312,349
|
136,924,067
|
136,580,425
|
Dilutive options
(number)
|
|
1,446,316
|
663,859
|
722,328
|
Weighted average fully diluted
number of shares in issue
|
|
137,758,665
|
137,587,926
|
137,302,753
|
Total fully diluted
earnings/(loss) per share (pence)
|
|
4.7
|
(20.5)
|
(22.5)
|
Adjusted earnings per share
The Directors believe that
adjusted earnings per share provides a more appropriate
representation of the underlying earnings derived from the Group's
business. The adjusting items are shown in the table
below:
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Profit/(loss) before
tax
|
|
8.6
|
(25.9)
|
(29.0)
|
Adjusting items - administrative
expenses
|
|
1.6
|
2.2
|
10.8
|
Adjusting items - amortisation of
intangible assets
|
|
6.0
|
6.3
|
12.2
|
Adjusting items -
impairment
|
|
-
|
32.5
|
36.3
|
Adjusting items - finance
costs
|
|
0.1
|
-
|
-
|
Adjusted profit before
tax
|
|
16.3
|
15.1
|
30.3
|
The adjusted earnings per share and
adjusted fully diluted earnings per share is based on the weighted
average number of shares in issue during the year of 136.3m (June
2023: 136.9m; December 2023: 136.6m) and weighted average fully
diluted number of shares in issue during the year of 137.8m (June
2023: 137.6m; December 2023 137.3m) respectively, are calculated
below using a standard tax charge:
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Adjusted profit before tax
(£'m)
|
|
16.3
|
15.1
|
30.3
|
Tax at 25.0% (2023: 23.5%)
(£'m)
|
|
(4.1)
|
(3.6)
|
(7.1)
|
Adjusted profit after tax
(£'m)
|
|
12.2
|
11.5
|
23.2
|
Adjusted basic earnings per share
(pence)
|
|
9.0
|
8.4
|
17.0
|
Adjusted fully diluted earnings
per share (pence)
|
|
8.9
|
8.4
|
16.9
|
6. Dividends
In respect of the current period,
the Directors declare an interim dividend of 2.00p per share (H1
2023: 1.85p). The estimated dividend to be paid is £2.8m (H1 2023:
£2.5m) and will be paid on 23 October 2024 to shareholders on the
register on 20 September 2024.
7. Intangible assets
|
Goodwill
£'m
|
Customer
relationships £'m
|
Trade names £'m
|
Applications software
IT £'m
|
Total £'m
|
Cost
|
|
|
|
|
|
1 January 2023
|
219.1
|
177.9
|
4.3
|
10.7
|
412.0
|
Additions
|
-
|
-
|
-
|
0.4
|
0.4
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
30 June 2023
|
219.1
|
177.9
|
4.3
|
11.1
|
412.4
|
Additions
|
-
|
0.4
|
-
|
0.2
|
0.6
|
Disposals
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
31 December 2023
|
219.1
|
178.3
|
4.3
|
11.1
|
412.8
|
Additions
|
-
|
0.6
|
-
|
0.6
|
1.2
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
30 June 2024
|
219.1
|
178.9
|
4.3
|
11.7
|
414.0
|
Accumulation amortisation and impairment
|
|
|
|
|
|
1 January 2023
|
17.6
|
53.0
|
3.0
|
6.5
|
80.1
|
Charge for the year
|
-
|
5.4
|
0.1
|
0.8
|
6.3
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
Impairment
|
32.5
|
-
|
-
|
-
|
32.5
|
30 June 2023
|
50.1
|
58.4
|
3.1
|
7.3
|
118.9
|
Charge for the year
|
-
|
5.4
|
0.1
|
0.4
|
5.9
|
Disposals
|
-
|
-
|
-
|
(0.2)
|
(0.2)
|
Impairment
|
-
|
3.5
|
-
|
-
|
3.5
|
31 December 2023
|
50.1
|
67.3
|
3.2
|
7.5
|
128.1
|
Charge for the year
|
-
|
5.0
|
-
|
1.0
|
6.0
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
Impairment
|
-
|
-
|
-
|
-
|
-
|
30 June 2024
|
50.1
|
72.3
|
3.2
|
8.5
|
134.1
|
|
|
|
|
|
|
Carrying amount
|
|
|
|
|
|
30 June 2024
|
169.0
|
106.6
|
1.1
|
3.2
|
279.9
|
31 December 2023
|
169.0
|
111.0
|
1.1
|
3.6
|
284.7
|
30 June 2023
|
169.0
|
119.5
|
1.2
|
3.8
|
293.5
|
For the purpose of impairment
testing, goodwill, other intangible assets and property, plant and
equipment are allocated to cash-generating units ("CGU's") which
represent the smallest identifiable group of assets that generate
cash inflows from continuing use, in the case of Restore this is
considered to be the Business Unit level. The recoverable amount of
each CGU is determined from value-in-use calculations. The
calculations use pre-tax cash flow projections based on financial
budgets and forecasts approved by the Directors.
Goodwill is tested annually for
impairment, or more frequently if there are indicators that an
impairment may be required; the Group conduct the annual assessment
in line with our full year reporting at 31 December. At June
2024, we have therefore reviewed whether there are any indicators
of impairment present at the CGU level. Our conclusion is that
there are only indicators present in the Harrow Green CGU, where
trading headwinds have led to a challenging first six months. The
other CGU's have performed broadly in line with expectations and
there are no other external or market factors that would indicate
an impairment.
An impairment review was therefore
conducted over the carrying values of the Harrow Green CGU
including downside scenario modelling, which indicated that no
impairment was required at 30 June 2024. We have not identified any
reasonably possible changes that would result in an impairment for
the Harrow Green CGU.
The Group monitors climate-related
risks and opportunities and has considered the potential impact of
climate change on the impairment review conducted. Based on our
assessment of climate-related risks likely to emerge, we do not
expect these risks to drive a significant downturn in cashflows.
Therefore, there are no overriding changes to key assumptions built
into the forecasts and no specific sensitivities relating to
climate change are considered necessary.
At December 2023, the following
impairments were recorded:
· an
impairment to goodwill of £32.5m was recognised in Datashred. This
impairment resulted principally from reduced expectations on
service activity, paper volumes and recycled paper pricing, as well
as an increase in the discount rate partly driven by the change in
the interest rate.
· an
impairment of customer relationship related intangible assets and
right-of-use assets amounting to £3.6m was recognised in the
Technology CGU in relation to a business exit.
8. Cash generated from operating activities
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Profit/(loss) before tax
|
8.6
|
(25.9)
|
(29.0)
|
Depreciation of property, plant and
equipment and right-of-use assets
|
15.3
|
16.6
|
32.8
|
Amortisation of intangible
assets
|
6.0
|
6.3
|
12.2
|
Impairment charge
|
-
|
32.5
|
36.3
|
Net finance costs
|
7.4
|
6.6
|
14.0
|
Share-based payment charge/(credit)
(including related NI)
|
0.9
|
(0.7)
|
-
|
Share-based payment
settlement
|
(0.1)
|
(0.4)
|
(0.7)
|
Profit on sale of fixed
assets
|
-
|
-
|
0.2
|
(Increase)/decrease in
inventories
|
-
|
(0.3)
|
0.5
|
(Increase)/decrease in trade and
other receivables
|
(1.7)
|
3.2
|
1.8
|
Decrease in trade and other
payables
|
(4.5)
|
(5.4)
|
(1.2)
|
Cash generated from operating
activities
|
31.9
|
32.5
|
66.9
|
9. Financial liabilities - borrowings
Borrowings
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Non-current:
|
|
|
|
|
Bank loans
|
|
80.0
|
100.0
|
97.0
|
Other loans (US private
placement)
|
|
25.0
|
25.0
|
25.0
|
Deferred financing costs
|
|
(1.5)
|
(1.8)
|
(1.5)
|
|
|
103.5
|
123.2
|
120.5
|
Analysis of net debt
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Cash at bank and in hand
|
|
10.0
|
25.3
|
22.7
|
Borrowings due after one
year
|
|
(103.5)
|
(123.2)
|
(120.5)
|
Net debt
|
|
(93.5)
|
(97.9)
|
(97.8)
|
During the half year to June 2024,
the Group made the following changes to its financing arrangements.
There was no material financial cost involved in executing these
transactions:
· voluntarily cancelled £75m of the Revolving Credit Facility
("RCF"), decreasing the RCF from £200m to £125m;
· extended the RCF to 30 April 2027; and
· entered into a £10m overdraft facility with Barclays Bank plc
to accommodate short-term cash requirements and free-up
excess cash at bank and in-hand.
After these changes, the Group has
£150m of available facilities, which the Group believes is ample
given its strategy. Should it be needed, the RCF includes an
accordion which the Group can exercise to increase the facility by
up to a further £25m.
10. Provisions
|
|
Six months
ended
30 June
2024
£'m
|
Six
months ended
30 June
2023
£'m
|
Year
ended
31
December 2023
£'m
|
Opening
|
|
18.6
|
17.1
|
17.1
|
Created
|
|
-
|
0.4
|
6.2
|
Utilised
|
|
(0.6)
|
-
|
-
|
Released
|
|
(0.2)
|
-
|
(4.7)
|
Closing
|
|
17.8
|
17.5
|
18.6
|
The balance above represents
dilapidation provisions which relate to the future anticipated
costs to restore leased properties into their original state at the
end of the lease term. Estimates are stated at nominal value and
therefore the impact of discounting is not material. An increase in
costs of 5% per square foot across the portfolio would result in an
increase in the provision of £0.7m.
11. Events occurring after the reporting
period
Subsequent to reporting period end,
the Group's Employee Benefit Trust ("EBT") purchased 680,000 shares
in the Company for future satisfaction of options to employees
granted under the Group's Share Option Plans. These shares will be
accounted for as treasury shares. The number of shares held in the
EBT as at 30 June 2024 was 611,718.