REPLACEMENT RNS: INTERIM
RESULTS
3 September 2024
AIM: JSG
The following amendment has been made to the "Interim
Results" announcement released on 3 September 2024 at 07:00 under
RNS Number 6046C:
Note 6 has been amended to remove the previous, and
erroneous, sentence referencing "the intention of the Directors to
launch a second share buyback programme".
All other details remain unchanged. The full amended text is
shown below.
Johnson Service Group
PLC
('JSG' or 'the
Group')
Interim Results for the Six
Months ended 30 June 2024
"Continuing strong organic
growth and £20.6m acquisition of Empire Linen Services
Limited.
Confidence for the full year
and for longer-term growth."
FINANCIAL
HIGHLIGHTS
|
H1 2024
|
H1
2023
|
%
increase
|
FY
2023
|
Adjusted results1
|
|
|
|
|
Revenue
|
£244.1m
|
£215.0m
|
13.5%
|
£465.3m
|
Adjusted operating
profit
|
£25.2m
|
£19.0m
|
32.6%
|
£50.5m
|
Adjusted operating profit
margin
|
10.3%
|
8.8%
|
-
|
10.9%
|
Adjusted EBITDA
margin
|
28.3%
|
26.8%
|
-
|
28.3%
|
Adjusted profit before
taxation
|
£21.5m
|
£16.4m
|
31.1%
|
£44.5m
|
Adjusted diluted earnings
per share
|
3.9p
|
2.9p
|
34.5%
|
7.8p
|
Statutory results
|
|
|
|
|
Operating profit
|
£22.4m
|
£16.1m
|
39.1%
|
£43.6m
|
Profit before
taxation
|
£18.7m
|
£13.5m
|
38.5%
|
£37.6m
|
Diluted earnings per
share
|
3.3p
|
2.3p
|
43.5%
|
6.4p
|
Dividend
|
1.3p
|
0.9p
|
44.4%
|
2.8p
|
-
Bank Facility of £120.0 million extended to
August 2027.
- Strong balance
sheet and cash generation; capital available for further organic
and inorganic investment.
OPERATIONAL
HIGHLIGHTS
- Organic
revenue up 5.7% compared to H1 2023.
- Increasing new
sales activity and strengthening pipeline in both HORECA and
Workwear.
- Energy costs
reducing as a % of revenue; costs largely fixed for remainder of
2024.
- Margin
improvement on track for target of 14% in 2026.
- New Crawley
site expected to commence processing in Q4 2024.
- Enfield depot
in operation to improve access to hotel customers in London and the
South East.
- £20.6 million
acquisition of Empire Linen Services Limited ('Empire') on 2
September 2024 expands our service offering to luxury hotels in London and the South East.
-
Full year outturn, before the benefit from
Empire, expected to be in line with current market
expectations.
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
based upon adjusted profit after taxation.
Peter Egan, Chief Executive Officer of Johnson Service Group
PLC, commented:
"The Group is reporting a strong financial and
operational performance for the period, having delivered a
significant uplift in year-on-year
profitability. This result is testament to
the resilience of our business model, the strength of our
relationships with our customers and suppliers and the hard work of
our employees.
We remain focused on organic growth initiatives, optimising
operational efficiencies through a combination of targeted capital
investment and continuous improvement of our working practices
whilst also continuing to expand our geographical coverage through
the successful execution of earnings enhancing
acquisitions, as demonstrated by the
acquisition of Empire, announced today, which represents a further
step in our strategy to expand the range and scale of services we
offer.
Whilst continuing to closely manage variable costs, our team
has ensured that customer retention has remained strong. We
have had some significant independent and group sales wins during
the second quarter of 2024 which will positively impact the
remainder of the year and into 2025.
We expect to exit 2024 with strong
progression towards previous levels of adjusted operating margin
and adjusted operating profit
for the year, before the benefit from Empire,
in line with
current market expectations."
SELL-SIDE ANALYSTS'
MEETING
A presentation for sell-side
analysts will be held today at 09:30, 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.
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 Bank plc (NOMAD)
|
Camarco (Financial PR)
|
David Flin
|
Ginny Pulbrook
|
Carlton Nelson
|
Letaba Rimell
|
Virginia Bull
|
|
Tel: 020 7597 5970
|
Tel: 020 3757 4992/4981
|
Financial And Operational
Review
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 18.
PERFORMANCE
Organic revenue growth was 5.7%
compared to the first half of 2023. Within Hotel, Restaurant
and Catering ('HORECA'), and despite the unseasonably poor weather
in the second quarter, volumes have continued to increase, largely
reflecting additional rooms being serviced, and are now following
more predictable patterns which allows for improving operational
efficiencies. Workwear remained stable during the first half
of the year, trading in line with our expectations, and,
encouragingly, some positive momentum on
sales to both new and existing customers has started to materialise.
Cost pressures remain,
particularly in relation to energy and, to a lesser extent,
labour. Energy continued to be a significantly higher cost
than has been experienced historically although we have proactively
fixed prices for the coming months to obtain and manage some degree
of certainty over cost of supply.
Adjusted operating profit margin
increased by 150 basis points to 10.3% (June 2023: 8.8%), reflecting a 90
basis points reduction in energy costs to 9.4% of revenue
(June 2023: 10.3%) and a
40 basis points reduction in labour costs to 44.7% of
revenue (June 2023:
45.1%). As we continue to
improve the recovery of these costs, through increasing volumes,
efficiencies and price increases, the Board remains of the opinion
that the overall Group adjusted operating margin will reach at
least 14.0% by 2026.
The additional costs incurred in
respect of Crawley amounted to some £1.0 million in the first half
and are expected to be some £3.5 million for the full
year.
Overall, we are encouraged with
the Group's performance as we plan to further expand capacity in
each of our businesses.
ACQUISITION OF EMPIRE
On 2 September 2024, we acquired
the entire issued share capital of Empire Linen Services Limited
('Empire') for a consideration of £20.6 million on a debt free,
cash free basis and subject to normalised working capital.
Empire provides linen services to luxury hotels in London and the
South East. Revenue and profit before tax for the year ended
30 June 2023, as shown in the unaudited statutory accounts, were
£10.9 million and £0.9 million, respectively. The revenue and
profit before tax as shown in the management accounts for the year
ended 30 June 2024 were £13.9 million and £2.8 million,
respectively. The business employs some 170 employees and
operates from a 26,000 square foot leasehold site in
Tottenham.
The transaction
is expected to be immediately earnings enhancing
and, in addition to collaboratively sharing best practice across
the enlarged Group, will complement,
and allow us to implement operational
synergies with, the Regency business
acquired in 2023.
FINANCIAL REVIEW
Financial Results
Revenue in the period increased by
13.5% to £244.1 million (June 2023: £215.0 million). Adjusted
EBITDA was £69.2 million (June 2023: £57.7 million) giving an
improved margin of 28.3% (June 2023: 26.8%). Adjusted
operating profit increased by 32.6% to £25.2 million (June 2023:
£19.0 million).
Total finance costs were £3.7
million (June 2023: £2.6 million) reflecting higher interest rates
and borrowing over the period.
Adjusted profit before taxation
increased by 31.1% to £21.5 million (June 2023: £16.4
million). Statutory profit before taxation, after
amortisation of intangible assets (excluding software amortisation)
of £2.8 million (June 2023: £2.6 million) and, in 2023, an
exceptional charge of £0.3 million, was £18.7 million (June 2023:
£13.5 million).
The tax
rate on the adjusted profit before
taxation, excluding exceptional items, amortisation of intangible
assets (excluding software amortisation) was 24.7% (June 2023: 25.1%). The rate is below the
headline UK corporation tax rate for the full year of 25%, due to
the effect of expenses not deductible for taxation and short-term
timing differences combined with the impact of the lower rate of
12.5% applied to profits generated in the Republic of Ireland
('ROI').
Adjusted diluted earnings per
share was 3.9 pence (June 2023: 2.9 pence).
Dividend Reflecting Confidence in the
Future
An interim dividend of 1.3 pence
per share (June 2023: 0.9 pence per share) will be paid on 1
November 2024 to those Shareholders on the register of members on 4
October 2024. The ex-dividend date is 3 October 2024.
The increased dividend is in line with our progressive dividend
policy to reduce dividend cover from our historical level of cover
of 3 times in 2022 to 2.5 times in financial year 2024.
Cash Flow and Net Debt
Free cash flow (calculated as net
cash generated from operating activities, less net spend on textile
rental items, less the capital element of leases) in the first half
of the year was £24.5 million compared to £17.6 million in the
first half of 2023. This improvement is largely reflective of
the continuing improvement in trading performance.
Total net debt (excluding IFRS 16
liabilities) at 30 June 2024 was £74.1 million (December 2023:
£61.7 million). The increase is largely attributed to
significant capital investment in the business. After
including the impact of IFRS 16, net debt at June 2024 was £117.7
million (December 2023: £104.9 million).
Bank Facility
In May 2024, the Group extended
the tenure of its existing £120.0 million revolving credit facility
by 12 months such that it now expires in August
2027.
In addition to the above, the
terms of the facility provide for an option to increase the
facility by up to a further £15.0 million, subject to bank
consent.
The current margin on the facility
is 1.45% over SONIA or the relevant EURIBOR rate, as
applicable. Covenants remain unchanged and comprise a
leverage covenant (total debt to EBITDA) of less than three times
and interest cover of not less than four times. At 30 June
2024, the leverage ratio was 0.8 times. On a pro-forma basis,
to include the approximate impact of Empire had it been acquired on
that date, the leverage ratio would have been 0.9 times.
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 14.8% (June 2023: 13.5%; December 2023:
13.9%).
Capital Structure
Our Capital Allocation policy
remains unchanged. The Group's objective is to employ a
disciplined approach to investment, returns and capital
efficiency to deliver sustainable compounding growth whilst also
maintaining a strong balance sheet. We continue to see
exciting opportunities to deploy capital organically and have a
strong M&A pipeline. In the period since September 2022,
we have completed share buyback programmes returning £35.5 million
to Shareholders, invested in the opening of a new site in Crawley
and undertaken significant capital investment in many of our other
sites. The acquisition of Regency in February 2023, Celtic
Linen in August 2023 and now Empire in September 2024 has further
utilised over £53.0 million of available capital. Even after
taking into consideration these investments and the payment of
dividends, the Group will have significant headroom under its
committed facilities and target leverage of 1-1.5 times by the end
of 2024 to continue to pursue investment opportunities, both
organic and inorganic, as they arise.
Defined Benefit Pension Scheme ('the
Scheme')
The recorded net surplus after tax
for the Scheme, calculated in accordance with IAS 19, was £2.6
million at June 2024, compared to £nil at December 2023. The
improvement in the position is due, in part, to a higher discount
rate assumed on liabilities offset, to a lesser extent, by higher
assumed inflation. The Scheme continues to have a significant
portion of assets invested so as to hedge against movements in
liabilities, thereby reducing overall volatility.
The triennial valuation of the
Scheme, as at 30 September 2022, showed a small surplus on the
Technical Provisions basis. We have agreed with the Trustee
to cease deficit contributions to the Scheme at least until the
results of the next triennial valuation, as we work towards a buy
out of the Scheme in the medium term.
OPERATIONAL REVIEW
Our Businesses
The Group provides textile rental
and related services to the Hotel,
Restaurant and Catering ('HORECA') and Workwear sectors
throughout the UK and Republic of
Ireland.
Within our 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 'Regency' and, following its acquisition on 2 September
2024, 'Empire' provide bespoke linen to four- and five-star luxury
hotels. Also, within HORECA, 'Celtic Linen' in the Republic
of Ireland and 'Johnsons Belfast' in Northern Ireland serve 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.
Energy
Energy costs (comprising gas,
electricity and diesel) have been less volatile over the period
and, although energy unit prices have gradually fallen, still
remain at higher levels than historically. Costs for the
first half of 2024 represented 9.4% of revenue and, encouragingly,
were lower than the equivalent period in 2023 but remain higher
than in 2019 (June 2023: 10.3%; June 2019: 6.5%). We
anticipate a further reduction in this percentage in the second
half such that the full year cost will be approximately 9.0% of
revenue.
Our policy in the UK has always
been to fix gas and electricity 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
currently have, on average, some 90% of our anticipated electricity
usage and some 87% of our anticipated gas usage fixed for the
remainder of 2024. Looking ahead, approximately 62% of our
anticipated electricity requirement is fixed for 2025 with around
30% for 2026. Similarly, we have fixed pricing in place for
some 61% of our anticipated gas requirement in 2025 and some 25%
for 2026. We will continue to follow our current policy as we
go forward.
Whilst ongoing geopolitical events
have resulted in current forward market
rates being adverse to those set out in our AGM Statement, released
on 1 May 2024, the weighted average price of our current fixed
arrangements when combined with the current forward market rates
for the remaining proportion of our anticipated energy usage remain
broadly in line with those previously disclosed.
Labour
In the six months to 30 June 2024,
labour as a percentage of revenue reduced to 44.7%, compared to
45.1% in the six months to 30 June 2023, although this was still
higher than the 43.2% in the six months to 30 June 2019.
Notwithstanding the increase in the National Living Wage in January
2024 in ROI and in April 2024 in the UK, we are confident that
labour, as a percentage of revenue, will remain stable for
2024.
HORECA Division
Total revenue for the HORECA
division increased significantly to £172.9 million from £143.9
million in 2023. Despite the unseasonably poor weather
in the second quarter, organic growth was 8.5% reflecting both
improved price per piece and increasing volume. Adjusted
EBITDA was £48.1 million (June 2023: £36.3 million) giving an
improved margin of 27.8% (June 2023: 25.2%). Adjusted
operating profit was £18.4 million (June 2023: £10.9
million).
The Hotel, Restaurant and Catering
Linen business has continued to invest to become more sustainable,
improve processes and quality, and to continue a refurbishment
programme in some of our employee welfare spaces to improve the
employee experience at work.
A new continuous batch washer and
driers in our Southall operation have resulted in increased
productivity, and replacement ironers in Glasgow and Grantham are
being installed to further enhance the capacity and efficiency of
operations in those locations.
Our water recycling systems in
Hayle and Shaftesbury continue to deliver reductions in water
consumption and effluent production, with reduced net energy usage
through heat recovery processes.
Our new location in Crawley, which
is due to begin processing in the final quarter of 2024, will be
one of the most sustainable and energy efficient laundries of scale
in the UK and will allow for accelerated growth. We have
undertaken an initial marketing campaign which has shown
encouraging results in terms of new sales, with further campaigns
planned.
Volumes in a number of holiday
destinations, particularly in the South West, were slightly lower
than expected in the first half but have seen some seasonal
improvement during July and August. Our sales pipeline
remains strong and we have had some significant independent and
group sales wins during the second quarter of 2024 which will
positively impact the remainder of the year and into
2025.
All of our sites will benefit from
us agreeing to transfer and perform contracts previously operated
by a chefs' wear provider with effect from 1 July 2024, adding
annual revenue of some £4.5 million to the business.
Regency continues to make good
ground in new business wins, having secured some 200 new rooms in
the first half, including securing some key 5-star clients, both in
areas they already serve as well as bringing the Regency brand into
new geographical regions. We have introduced five upgraded,
newly liveried, commercial vehicles into the fleet to further
promote the brand. The £1.4 million capital investment into
Regency's site has been completed to budget and the associated
efficiency gains and increased capacity provides an exciting growth
opportunity.
Trading performance and volumes
within Hotel Linen for the first six months of 2024 were in line
with our expectations. May volumes were particularly strong,
partly due to the bank holidays, with the last week resulting in
the highest volume ever delivered by our business.
Our service is reliable and
professional with deliveries on time and in full, with good quality
linen provided to all customers. Our customer service teams
continue to make regular contact with customers via proactive
telephone calls and pre-arranged visits, collating customer
feedback via integrated systems. Our consistent service
delivery and partnership approach are key strengths of our offering
and contribute to us achieving successful business retention,
organic growth and new business wins.
A significant number of capital
investment programmes were undertaken during the first quarter to
prepare for the year ahead. Major works included £3.5 million
at our Bourne site to create additional capacity, new hoists,
sorting conveyors and bulk detergent tanks installed in Cardiff and
various works undertaken in Edinburgh to improve our wash
systems. In addition, investments in various new standalone
washing machines, dryers and other machinery to improve our carbon
footprint are underway, as is the ongoing improvement of employee
welfare facilities across the estate.
Chester and Reading successfully
trialled a 'driving behaviour monitoring system' with encouraging
results which will be rolled out across the business during the
remainder of 2024. New vehicles, all fitted with camera
systems including in cab monitoring, achieved target delivery dates
and four new double deck units have joined the fleet to support the
successful opening of our new depot in Enfield.
Employee retention and stability
within our workforce are much improved, with competency-based pay
being well received, initially in production and service and now
throughout our engineering departments. Employee engagement
initiatives are a regular part of our business operations
reflecting our appreciation for their hard work and support.
Investment in training continues across all disciplines within our
business and will be complemented by the installation of a new
learning and development software platform enabling personnel to
monitor their progress, receive reminders for training and assess
further development opportunities.
Support from all departments
contributes to the continued success of our business. Various
projects to continue delivering innovation, both to our Hotel Linen
operations and service delivery, are planned to underpin our
objectives of being easy to do business with and the linen services
provider of choice.
Trading in Ireland for the first
half of the year has been in line with our expectations. The
new business from hotel customers installed in Q4 2023 and the
addition of 696 rooms in 2024 has more than offset the impact of
recent bad weather on hotel bookings. Healthcare volumes
remain stable, with a strong focus on consistent supply and
accommodating the changing patterns of day procedures.
Customer retention remains strong
and although the market is extremely competitive, our focus is on
continued customer service and attention to detail.
Capital investment in the first
half of the year has been in washing capacity, particularly with
the installation of four new washer extractors, as table linen
demand increases and we focus on a tailored service to our
five-star customers. Our Belfast site has seen the delivery
of four new vehicles, updating our fleet and allowing further
development. We have also installed a new ironer in Belfast,
focusing on the quality and processing efficiency of our duvet
covers.
Our integration of the three sites
in Belfast, Naas and Wexford is ongoing. We are currently
reviewing all associated systems to establish consistency and
implement benchmarking, sharing best practice ideas with the rest
of the Group.
Workwear Division
Revenue for the Workwear division
was £71.2 million (June 2023: £71.1 million). Adjusted EBITDA
was £24.5 million (June 2023: £24.4 million) giving a margin of
34.4% (June 2023: 34.3%). Adjusted operating profit was £10.2
million (June 2023: £11.1 million), the year-on-year reduction
largely reflective of some £1.0 million of additional rental stock
depreciation incurred in respect of new customer installations and
existing customer renewals.
Our strategic shift in the call
centre, focusing on targeted outbound calls, has significantly
improved our conversion ratio. This enhancement has increased
the efficiency of our sales teams, keeping the sales pipeline
robust and ensuring high activity across all industry sectors.
The marketing and sales team continue to focus on the
new-to-rental market ensuring a steady flow of new customers
experiencing our services. New-to-rental customers
represented 25% of our total new sales sold in the period.
The development of our new website, which is due to be launched in
the second half of the year, is on track and will further enhance
the introduction of our services to new-to-rental
customers.
Our continuing commitment to
enhancing customer service is evident in the latest customer survey
result of 86.2%, up from 82.9% achieved in early 2023. This
positive shift can be attributed to the dedicated effort by our
service teams in addition to investment in customer service
training programs. Customer
retention for the 12 months to June 2024 was 92.4% and is trending
positively for the full year, testament to our local and national
service teams who continue to build strong relationships with our
customers. In conjunction with our
survey partners, a new web portal for our management and service
teams has been developed. The portal, which went live in
June, allows us to react quickly and positively with
customers.
A significant £4.0 million capital
investment project has started in our Manchester site. The
new system is expected to be fully operational later this month and
will fully automate the production process, adding an extra 40% of
capacity to the site. New washer extractors and folders have
been installed in several sites across the country, notably in
Letchworth, providing an additional 10% capacity in the South East
to support future growth.
Working in collaboration with our
suppliers, several initiatives have been implemented to improve our
wash processes, reducing the use of energy, water, and detergents.
Additionally, we are committed to enhancing energy efficiency
by installing upgraded burners and optimising power correction
factor units, which improve the effective use of both gas and
electricity. This commitment not only reduces energy waste
but also contributes to a more sustainable future by minimising our
carbon footprint.
Our ongoing fleet replacement
programme will see almost 40 commercial vehicles replaced this
year, maintaining service reliability to our customers whilst at
the same time reducing carbon emissions. As part of this
programme, we have introduced our first small electric vehicle into
our commercial fleet, specifically for customer installations and
small deliveries. A second electric vehicle will soon
follow.
EMPLOYEES
Our employees are key to the
continuing success of our business. The Board would like to
thank them for their support, hard work and significant
contribution to the progress of the business over the last six
months. The teamwork, dedication and determination
demonstrated in order to deliver a professional and on time service
to our customers is a credit to each and every one of them.
The Board also welcomes the employees of Empire into the Johnsons
family.
Employee engagement and training
are a key focus in the development of our team and in further
improving service levels. The focus on training and
development has allowed a number of our employees to progress to
more senior roles within the business.
CHANGE OF REMUNERATION COMMITTEE CHAIR
As separately announced today, the
Board has 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 will remain in his role as an
independent Non-Executive Director until 31 December 2024 whereupon
he will retire from the Board, having served nine years as an
independent Non-Executive Director.
SUSTAINABILITY
We are committed to developing our
responsible business agenda and continue to make excellent progress
with embedding our sustainability programme across the Group and
establishing the standards to which others aspire.
Key highlights of the programme so
far this year include:
§ We have
recently published our third Sustainability Report, which can be
found on our website at www.jsg.com.
§ We have
further developed our non-financial data capture, recording and
reporting processes, implemented a new internal assurance process
and are finalising plans to obtain third-party limited assurance
from an independent auditor over certain of our non-financial
data.
§ Enhanced employee engagement activity remains ongoing,
supporting our communities through our "Local Communities
Initiative" and an employee volunteering programme in partnership
with Neighbourly, which we are renewing for a second year, Group
wide.
§ In
alignment with our approach towards a circular economy, we have
successfully transitioned to a single waste management provider for
the majority of our UK operations. Within Workwear, we have
also fully transitioned to a single provider for end-of-life
textile management whilst within HORECA we are exploring new
technologies and partnerships to help develop innovative solutions
for textile recycling.
§ Our
Workwear division has successfully sourced and trialled a washable
and reusable bag that meets our standards for durability and
functionality which, from June 2024, is
being rolled out to eliminate single use plastic bags for our
industrial use garments.
§ We
continue to increase the percentage of sustainable content in our
product offerings by working with suppliers on recycled materials
and biopolymers. We are currently developing a Sustainable
Content roadmap to outline how we intend to achieve this
goal.
§ We have
seen improvements in our external Sustainability ratings, including
our submission to CDP Climate Change, where we achieved a "B-"
rating. In Water Security, we maintained a "C" rating.
Our Sustainalytics ESG Risk rating is "Low," and we received
a score of 16.7, representing significant improvement.
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. As previously stated, a recording of the
sell-side analysts' meeting, which will be held
today at 09:30, 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 London-based investor event, to
update the market on the future growth and financial plans for the
Group, will now be held in the first half of 2025. Further
details will be announced in due course.
OUTLOOK
The Board is pleased with the
further progress made by the Group in the first half of the year
and with the results reported today.
During the first six months, we
have completed the £16.0 million investment in a new site in
Crawley to accelerate growth and give greater access to London and
the South East for our HORECA business, have opened a depot in
Enfield for our Hotel Linen operation and continued to improve
efficiency and capacity at several other locations through ongoing
investment. We continue to believe that investing in our
estate will give us an advantage in the market in delivering
unrivalled service to our customers in the most efficient
way.
Our investment in a leading linen
business in the Republic of Ireland in 2023, which itself is a
growing market, represents a significant
step in our strategy to expand the range and scale of services we
offer and with our Northern Ireland business, can now service the
whole of the island of Ireland. As announced today, we have
also acquired Empire which, combined with Regency acquired in 2023,
gives us further opportunity to expand our servicing of luxury
hotels in London and the South East.
We expect to exit 2024 with strong
progression towards previous levels of adjusted operating margin
and adjusted operating profit for the year, before the benefit from
Empire, in line with current market expectations. The Board
remains confident that, as energy costs stabilise to lower levels
and as operational efficiencies are further improved, divisional
margins will continue to return towards those achieved in 2019,
with an overall Group adjusted operating margin of at least 14.0%
being achieved in 2026.
RESPONSIBILITY STATEMENT
The condensed consolidated interim
financial statements comply with the Disclosure Guidance and
Transparency Rules ('DTR') of the United Kingdom's Financial
Conduct Authority in respect of the requirement to produce a
half-yearly financial report. The condensed consolidated
interim financial statements are the responsibility of, and have
been approved by, the Directors.
The Directors confirm that to the
best of their knowledge:
§ the
condensed consolidated interim financial statements have been
prepared in accordance with IAS 34, 'Interim Financial Reporting'
as adopted by the United Kingdom;
§ this
interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the
first six months of the financial year and a description of the
principal risks and uncertainties for the remaining six months of
the year); and
§ this
interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related party transactions
and changes therein).
The Directors of Johnson Service
Group PLC are listed in the Johnson Service Group PLC Annual Report
for 2023 and remain unchanged. Details of the Directors are
available on the Johnson Service Group PLC website:
www.jsg.com
By order of the Board
Peter
Egan
Yvonne Monaghan
Chief Executive
Officer
Chief Financial Officer
3 September
2024
3 September 2024
Forward Looking
Statements
Certain statements in these
condensed consolidated interim 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 interim 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.
Consolidated Income
Statement
|
Note
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
|
Revenue
|
2
|
244.1
|
215.0
|
465.3
|
Impairment loss on
trade receivables
|
|
(0.5)
|
(0.5)
|
(1.7)
|
All other
costs
|
|
(221.2)
|
(198.4)
|
(420.0)
|
Operating profit
|
2
|
22.4
|
16.1
|
43.6
|
|
|
|
|
|
Operating profit before amortisation of intangible assets
(excluding software amortisation) and exceptional
items
|
|
25.2
|
19.0
|
50.5
|
|
|
|
|
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
(2.8)
|
(2.6)
|
(5.3)
|
Exceptional items
|
3
|
-
|
(0.3)
|
(1.6)
|
Operating profit
|
2
|
22.4
|
16.1
|
43.6
|
|
|
|
|
|
Finance cost
|
4
|
(3.7)
|
(2.6)
|
(6.0)
|
|
|
|
|
|
Profit before taxation
|
|
18.7
|
13.5
|
37.6
|
|
|
|
|
|
Taxation charge
|
7
|
(4.9)
|
(3.5)
|
(10.4)
|
|
|
|
|
|
Profit for the period from continuing
operations
|
|
13.8
|
10.0
|
27.2
|
Profit for the period from discontinued
operations
|
|
-
|
-
|
0.1
|
Profit for the period attributable to equity
holders
|
|
13.8
|
10.0
|
27.3
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
8
|
|
|
|
Basic earnings per share
|
|
3.3p
|
2.3p
|
6.4p
|
|
|
|
|
|
Diluted earnings per share
|
|
3.3p
|
2.3p
|
6.4p
|
|
|
|
|
|
|
|
|
|
|
| |
See note 8 for Adjusted basic earnings per share and Adjusted
diluted earnings per share.
Consolidated Statement of
Comprehensive Income
|
|
|
Half year
to
30 June
2024
|
Half
year to 30 June
2023
|
Year ended
31
December
2023
|
|
|
|
Note
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
|
13.8
|
10.0
|
27.3
|
|
|
|
|
|
|
|
Items that will not be subsequently reclassified to profit or
loss
|
|
|
|
|
|
-
|
Re-measurement and experience gains
on post-employment benefit obligations
|
14
|
3.5
|
1.6
|
8.8
|
|
|
Taxation in respect of
re-measurement and experience gains
|
|
(0.9)
|
(0.4)
|
(2.2)
|
|
Items that may be subsequently reclassified to profit or
loss
|
|
|
|
|
|
-
|
Cash flow hedges (net
of taxation)
|
- fair value gains /
(losses)
|
|
0.3
|
(0.8)
|
(0.5)
|
|
|
|
- transfers to administrative
expenses
|
|
0.1
|
0.3
|
0.4
|
|
|
Net gain / (loss) on hedge of a
net investment
|
|
|
0.6
|
-
|
(0.3)
|
|
|
Exchange differences on
translation of foreign operations
|
(0.5)
|
|
-
|
0.3
|
Other comprehensive income for the period
|
|
3.1
|
0.7
|
6.5
|
|
Total comprehensive income for the period
|
|
16.9
|
10.7
|
33.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
The notes on pages 17 to 32 form
an integral part of these condensed consolidated interim financial
statements.
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 1 January 2023
|
43.9
|
16.8
|
1.6
|
1.2
|
(0.5)
|
221.6
|
284.6
|
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
10.0
|
10.0
|
Other comprehensive (loss) /
income
|
-
|
-
|
-
|
-
|
(0.5)
|
1.2
|
0.7
|
Total comprehensive (loss) / income
for the period
|
-
|
-
|
-
|
-
|
(0.5)
|
11.2
|
10.7
|
|
|
|
|
|
|
|
|
Share options (value of employee
services)
|
-
|
-
|
-
|
-
|
-
|
0.3
|
0.3
|
Share buybacks
|
(1.7)
|
-
|
-
|
1.7
|
-
|
(19.7)
|
(19.7)
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
(6.8)
|
(6.8)
|
Transactions with
Shareholders
recognised directly in
Shareholders' equity
|
(1.7)
|
-
|
-
|
1.7
|
-
|
(26.2)
|
(26.2)
|
Balance at 30 June 2023
|
42.2
|
16.8
|
1.6
|
2.9
|
(1.0)
|
206.6
|
269.1
|
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
17.3
|
17.3
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
0.4
|
5.4
|
5.8
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
0.4
|
22.7
|
23.1
|
|
|
|
|
|
|
|
|
Share options (value of employee
services)
|
-
|
-
|
-
|
-
|
-
|
0.7
|
0.7
|
Share buybacks
|
(0.8)
|
-
|
-
|
0.8
|
-
|
(10.1)
|
(10.1)
|
Deferred tax on share
options
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
(3.8)
|
(3.8)
|
Transactions with
Shareholders
recognised directly in
Shareholders' equity
|
(0.8)
|
-
|
-
|
0.8
|
-
|
(13.1)
|
(13.1)
|
Balance at 31 December
2023
|
41.4
|
16.8
|
1.6
|
3.7
|
(0.6)
|
216.2
|
279.1
|
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
-
|
-
|
13.8
|
13.8
|
Other comprehensive
income
|
-
|
-
|
-
|
-
|
0.4
|
2.7
|
3.1
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
-
|
0.4
|
16.5
|
16.9
|
|
|
|
|
|
|
|
|
Share options (value of employee
services)
|
-
|
-
|
-
|
-
|
-
|
0.6
|
0.6
|
Dividend paid
|
-
|
-
|
-
|
-
|
-
|
(7.9)
|
(7.9)
|
Transactions with
Shareholders
recognised directly in Shareholders'
equity
|
-
|
-
|
-
|
-
|
-
|
(7.3)
|
(7.3)
|
Balance at 30 June 2024
|
41.4
|
16.8
|
1.6
|
3.7
|
(0.2)
|
225.4
|
288.7
|
|
|
|
|
|
|
|
| |
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. As at 30 June 2024, the EBT held 9,024 shares
(June 2023: 9,024 shares; December 2023: 9,024 shares).
Consolidated Balance
Sheet
|
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
Note
|
£m
|
£m
|
£m
|
Non-current assets
|
|
|
|
|
Goodwill
|
9
|
144.2
|
137.0
|
144.4
|
Intangible assets
|
10
|
15.8
|
9.5
|
19.1
|
Property, plant and
equipment
|
11
|
154.5
|
122.4
|
134.5
|
Right-of-use assets
|
12
|
40.0
|
40.5
|
40.0
|
Textile rental items
|
13
|
70.3
|
67.3
|
71.9
|
Trade and other
receivables
|
|
0.4
|
0.3
|
0.4
|
Post-employment benefit
assets
|
14
|
3.5
|
-
|
-
|
|
|
428.7
|
377.0
|
410.3
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
2.5
|
2.2
|
1.9
|
Trade and other
receivables
|
|
85.4
|
74.2
|
83.3
|
Reimbursement assets
|
|
2.8
|
4.5
|
3.9
|
Current income tax assets
|
|
-
|
1.4
|
-
|
Cash and cash equivalents
|
|
10.0
|
6.0
|
9.6
|
|
|
100.7
|
88.3
|
98.7
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
|
87.6
|
85.0
|
92.8
|
Borrowings
|
|
3.1
|
6.7
|
8.3
|
Current income tax
liabilities
|
|
0.8
|
-
|
0.5
|
Lease liabilities
|
|
5.8
|
5.1
|
5.5
|
Derivative financial
liabilities
|
|
0.2
|
1.4
|
0.6
|
Provisions
|
|
3.5
|
5.1
|
4.9
|
|
|
101.0
|
103.3
|
112.6
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Post-employment benefit
obligations
|
14
|
0.3
|
7.8
|
0.3
|
Deferred income tax
liabilities
|
|
19.5
|
5.9
|
15.0
|
Trade and other payables
|
|
0.2
|
0.6
|
0.3
|
Borrowings
|
|
81.0
|
39.8
|
63.0
|
Lease liabilities
|
|
37.8
|
38.1
|
37.7
|
Derivative financial
liabilities
|
|
-
|
-
|
0.2
|
Provisions
|
|
0.9
|
0.7
|
0.8
|
|
|
139.7
|
92.9
|
117.3
|
NET
ASSETS
|
|
288.7
|
269.1
|
279.1
|
|
|
|
|
|
Capital and reserves attributable to the Company's
Shareholders
|
|
|
|
Share capital
|
15
|
41.4
|
42.2
|
41.4
|
Share premium
|
|
16.8
|
16.8
|
16.8
|
Merger reserve
|
|
1.6
|
1.6
|
1.6
|
Capital redemption
reserve
|
|
3.7
|
2.9
|
3.7
|
Hedge reserve
|
|
(0.2)
|
(1.0)
|
(0.6)
|
Retained earnings
|
|
225.4
|
206.6
|
216.2
|
Total equity
|
|
288.7
|
269.1
|
279.1
|
The notes on pages 17 to 32 form
an integral part of these condensed consolidated interim financial
statements. The condensed consolidated interim financial
statements on pages 13 to 32 were approved by the Board of
Directors on 3 September 2024 and signed on its behalf
by:
Yvonne Monaghan
Chief Financial Officer
Consolidated Statement of Cash
Flows
|
Note
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
Cash flows from operating activities
|
|
|
|
|
Profit for the period
|
|
13.8
|
10.0
|
27.3
|
Adjustments for:
|
|
|
|
|
Taxation charge -
continuing
|
|
7
|
4.9
|
3.5
|
10.4
|
Finance
cost
|
|
|
3.7
|
2.6
|
6.0
|
Depreciation
|
|
43.7
|
38.5
|
80.6
|
Amortisation
|
|
3.1
|
2.8
|
5.7
|
Profit on
disposal of property, plant and equipment
|
|
-
|
(0.1)
|
(0.1)
|
(Increase) /
decrease in inventories
|
|
(0.6)
|
(0.4)
|
0.4
|
Increase in trade
and other receivables
|
|
(8.2)
|
(12.9)
|
(10.2)
|
Increase in trade
and other payables
|
|
1.5
|
10.7
|
9.5
|
Deficit recovery
payments in respect of post-employment benefit
obligations
|
-
|
(0.9)
|
(1.6)
|
Share-based
payments
|
|
0.6
|
0.3
|
1.0
|
Decrease in
provisions
|
|
(0.2)
|
(0.1)
|
(0.3)
|
Cash generated from
operations
|
|
62.3
|
54.0
|
128.7
|
Interest paid
|
|
(3.8)
|
(2.3)
|
(5.7)
|
Taxation paid
|
|
(1.1)
|
(1.6)
|
(1.6)
|
Net
cash generated from operating activities
|
|
57.4
|
50.1
|
121.4
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Acquisition of business (including
net of cash acquired)
|
|
-
|
(5.0)
|
(29.7)
|
Purchase of property, plant and
equipment
|
|
(29.8)
|
(12.9)
|
(31.1)
|
Proceeds from sale of property,
plant and equipment
|
|
0.1
|
0.2
|
0.2
|
Purchase of textile rental
items
|
|
(30.8)
|
(31.1)
|
(61.9)
|
Proceeds received in respect of
special charges
|
|
1.2
|
1.5
|
3.3
|
Net
cash used in investing activities
|
|
(59.3)
|
(47.3)
|
(119.2)
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds from borrowings
|
|
37.0
|
52.0
|
100.6
|
Repayments of borrowings
|
|
(18.5)
|
(27.2)
|
(54.6)
|
Capital element of leases
|
|
(3.3)
|
(2.9)
|
(7.6)
|
Share buyback
|
|
-
|
(19.8)
|
(29.9)
|
Dividends paid to company
shareholders
|
|
(7.9)
|
(6.8)
|
(10.6)
|
Net
cash generated from / (used in) financing
activities
|
|
7.3
|
(4.7)
|
(2.1)
|
|
|
|
|
|
Net
increase / (decrease) in cash and cash
equivalents
|
|
5.4
|
(1.9)
|
0.1
|
Cash and cash equivalents at
beginning of the period
|
|
0.9
|
0.8
|
0.8
|
Cash and cash equivalents at end of the
period
|
18
|
6.3
|
(1.1)
|
0.9
|
|
|
|
|
|
Cash and cash equivalents
comprise:
|
|
|
|
|
Cash
|
|
10.0
|
6.0
|
9.6
|
Overdraft
|
|
(3.7)
|
(7.1)
|
(8.7)
|
Cash and cash equivalents at end of
the period
|
|
6.3
|
(1.1)
|
0.9
|
|
|
|
|
|
| |
The notes on pages 17 to 32 form
an integral part of these condensed consolidated interim financial
statements.
Notes to the Condensed
Consolidated Interim Financial Statements
Johnson Service Group PLC (the
'Company') and its subsidiaries (together 'the Group') provide
textile rental and related services across the United Kingdom
('UK') and the 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 condensed consolidated interim
financial statements were authorised for
issue by the Board on 3 September 2024.
1 BASIS OF
PREPARATION
Overview
These condensed consolidated
interim financial statements of the Group are for the half year
ended 30 June 2024. They have been prepared in accordance
with the Disclosure and Transparency Rules of the Financial Conduct
Authority and with IAS 34, 'Interim Financial Reporting', as
adopted by the United Kingdom.
The condensed consolidated interim
financial statements have not been reviewed or audited, nor do they
comprise statutory accounts for the purpose of Section 434 of the
Companies Act 2006, and do not include all of the information or
disclosures required in the annual financial statements and should
therefore be read in conjunction with the Group's 2023 Annual
Report and Accounts, which was prepared in accordance with
UK-adopted international accounting standards.
Financial information for the year
ended 31 December 2023 included herein is derived from the
statutory accounts for that year, which have been
filed with the Registrar of Companies. The
auditors' report on those accounts was unqualified, did not contain
an emphasis of matter paragraph and did not contain a statement
under Section 498 of the Companies Act 2006.
Other than as described below,
financial information for the half year
ended 30 June 2023 included herein is
derived from the condensed consolidated
interim financial statements for that
period.
Accounting Policies, Presentation and
Computation
The condensed consolidated interim
financial statements have been prepared applying the accounting
policies, presentation and methods of computation applied by the
Group in the preparation of the published consolidated financial
statements for the year ended 31 December 2023.
(a) Taxation
Taxes on income in the interim
periods are accrued using the tax rate that would be applicable to
expected total annual earnings before exceptional items.
Taxation on exceptional items is accrued as the exceptional items
are recognised. Prior year adjustments in respect of taxation
are recognised when it becomes probable that such adjustment is
needed.
(b) Seasonality of operations
Seasonality or cyclicality could
affect all of the businesses to varying extents however, the
Directors do not consider such seasonality or cyclicality to be
significant in the context of the condensed consolidated interim financial
statements.
(c) Critical accounting estimates and
assumptions
The preparation of the condensed
consolidated interim financial statements requires management to
make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expense. Actual
results may differ from these estimates.
Going Concern
Background and
Summary
After careful assessment, the
Directors have adopted the going concern basis in preparing these
condensed consolidated interim financial statements. The
process and key judgments in coming to this conclusion are set out
below.
The Group's business activities,
together with details of the financial position of the Group, its
cash flows, liquidity position and borrowing facilities, are
described in the Financial and Operating 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 31 December 2025 (the assessment
period). The Directors consider 18 months 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. The interest
cover covenant would be breached in the event that adjusted
operating profit reduced to approximately 40% of 2023 levels.
The Directors do not consider this scenario to be
likely.
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.
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 capital expenditure and ceasing dividend
payments.
1
BASIS OF PREPARATION (continued)
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 Facility is
considerably in excess of our anticipated borrowings and provides
ample liquidity for current commitments.
Going Concern
Statement
After considering the monthly cash
flow projections, the stress tests and the facilities available to
the Group, the Directors have a reasonable expectation that the
Group has adequate resources for its 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 31 December 2025. Accordingly, and having
reassessed the principal risks and uncertainties, the Directors
considered it appropriate to adopt the going concern basis in
preparing the condensed consolidated interim financial
statements.
Alternative Performance Measures (APMs)
Overview of APMs
Throughout this Interim Statement,
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 continuing
operating profit/(loss) before amortisation of intangible assets
(excluding software amortisation), and exceptional
items;
§ 'adjusted profit before taxation', which refers to adjusted
operating profit less 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 diluted 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 taxation,
adjusted EBITDA, adjusted EPS and adjusted EPS excluding
super-deduction 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
Interim Statement as follows:
§ Adjusted operating profit - note 2
§ Adjusted profit before taxation - note 5
§ Adjusted EBITDA - note 5
§ Adjusted EPS - note 8
§ Net debt excluding IFRS 16 lease liabilities - note
18
2
SEGMENT ANALYSIS
Segment information is presented
based on the Group's management and internal reporting structure as
at 30 June 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 ('HORECA'): comprising of our Johnsons
Hotel, Restaurant and Catering Linen, Johnsons Hotel Linen, Regency
and Ireland businesses, each of which are a separate operating
segment.
2)
Workwear: comprising of our Workwear business only; and
The CODM's rationale for
aggregating the Johnsons Hotel, Restaurant and Catering Linen,
Johnsons Hotel Linen, Regency and 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 benefit assets, 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 benefit obligations 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.
2
SEGMENT ANALYSIS (continued)
The reporting segment results for
the half year ended 30 June 2024, together with comparative
figures, are as follows:
Half year to 30 June
2024
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
Rendering of services
|
|
|
172.9
|
69.5
|
-
|
242.4
|
Sale of goods
|
|
|
-
|
1.7
|
-
|
1.7
|
Total revenue
|
|
|
172.9
|
71.2
|
-
|
244.1
|
|
|
|
|
|
|
|
Operating profit / (loss) before amortisation of intangible
assets (excluding software amortisation) and exceptional
items
|
18.4
|
10.2
|
(3.4)
|
25.2
|
Amortisation of intangible assets
(excluding software amortisation)
|
|
(2.6)
|
(0.2)
|
-
|
(2.8)
|
Operating profit / (loss)
|
|
|
15.8
|
10.0
|
(3.4)
|
22.4
|
Finance cost
|
|
|
|
|
(3.7)
|
Profit before taxation
|
|
|
|
|
|
18.7
|
Taxation charge
|
|
|
|
|
|
(4.9)
|
Profit for the period attributable to equity
holders
|
|
|
|
|
13.8
|
All of the above revenues are
generated in the United Kingdom, with the exception of £16.9
million generated within the Republic of Ireland.
|
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
Balance sheet information
|
|
|
|
|
|
|
Segment assets
|
|
|
362.6
|
152.0
|
1.3
|
515.9
|
Unallocated
assets:
Post-employment benefit assets
|
|
|
|
3.5
|
Cash and cash equivalents
|
|
|
|
10.0
|
Total assets
|
|
|
|
|
|
529.4
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
(93.7)
|
(36.6)
|
(5.5)
|
(135.8)
|
Unallocated
liabilities:
Bank borrowings
|
|
|
|
|
|
(84.1)
|
Derivative financial liabilities
|
|
|
|
|
(0.2)
|
Post-employment benefit obligations
|
|
|
|
|
(0.3)
|
Current income tax liabilities
|
|
|
|
|
(0.8)
|
Deferred income tax liabilities
|
|
|
|
|
(19.5)
|
Total liabilities
|
|
|
|
|
|
(240.7)
|
|
|
|
|
|
|
|
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
£m
|
£m
|
£m
|
£m
|
Other information
|
|
|
|
|
|
|
Non-current asset
additions
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
27.4
|
3.7
|
-
|
31.1
|
- Right of use assets (including
reassessment / modification)
|
|
|
3.3
|
0.3
|
-
|
3.6
|
- Textile rental items
|
|
|
17.3
|
11.7
|
-
|
29.0
|
Depreciation and amortisation
expense
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
8.0
|
2.8
|
-
|
10.8
|
- Right of use assets
|
|
|
2.4
|
1.2
|
-
|
3.6
|
- Textile rental items
|
|
|
19.2
|
10.1
|
-
|
29.3
|
- Capitalised software
|
|
|
0.1
|
0.2
|
-
|
0.3
|
- Customer contracts and
brands
|
|
|
2.6
|
0.2
|
-
|
2.8
|
|
|
|
|
|
|
| |
With the exception of non-current
assets of £11.6 million (June 2023: £nil; December 2023: £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.
2
SEGMENT ANALYSIS (continued)
Half year to 30 June
2023
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
Rendering of services
|
|
|
143.9
|
69.2
|
-
|
213.1
|
|
Sale of goods
|
|
|
-
|
1.9
|
-
|
1.9
|
|
Total revenue
|
|
|
143.9
|
71.1
|
-
|
215.0
|
|
|
|
|
|
|
|
|
|
Operating profit / (loss) before amortisation of intangible
assets (excluding software amortisation) and exceptional
items
|
10.9
|
11.1
|
(3.0)
|
19.0
|
|
Amortisation of intangible assets
(excluding software amortisation)
|
(2.4)
|
(0.2)
|
-
|
(2.6)
|
|
Exceptional items
|
(0.3)
|
-
|
-
|
(0.3)
|
|
Operating profit / (loss)
|
|
|
8.2
|
10.9
|
(3.0)
|
16.1
|
|
Finance cost
|
|
|
|
|
(2.6)
|
|
Profit before taxation
|
|
|
|
|
|
13.5
|
|
Taxation charge
|
|
|
|
|
|
(3.5)
|
|
Profit for the period attributable to equity
holders
|
|
|
|
|
10.0
|
|
All of the above revenues are
generated in the United Kingdom, with the exception of £0.3 million
generated within the Republic of Ireland.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
Balance sheet information
|
|
|
|
|
|
|
|
Segment assets
|
|
|
327.2
|
129.2
|
1.5
|
457.9
|
|
Unallocated
assets:
Current income tax assets
|
|
|
|
1.4
|
|
Cash and cash equivalents
|
|
|
|
6.0
|
|
Total assets
|
|
|
|
|
|
465.3
|
|
|
|
|
|
|
|
|
|
Segment liabilities
|
|
|
(90.0)
|
(40.0)
|
(4.6)
|
(134.6)
|
|
Unallocated
liabilities:
Bank borrowings
|
|
|
|
|
|
(46.5)
|
|
Derivative financial liabilities
|
|
|
|
|
|
(1.4)
|
|
Post-employment benefit obligations
|
|
|
|
|
(7.8)
|
|
Deferred income tax liabilities
|
|
|
|
|
(5.9)
|
|
Total liabilities
|
|
|
|
|
|
(196.2)
|
|
|
|
|
|
|
|
|
|
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
Other information
|
|
|
|
|
|
|
|
Non-current asset
additions
|
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
10.0
|
2.1
|
-
|
12.1
|
|
- Right of use assets (including
reassessment / modification)
|
|
|
8.6
|
1.7
|
0.1
|
10.4
|
|
- Textile rental items
|
|
|
17.6
|
12.1
|
-
|
29.7
|
|
Depreciation and amortisation
expense
|
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
7.3
|
2.9
|
-
|
10.2
|
|
- Right of use assets
|
|
|
1.9
|
1.2
|
-
|
3.1
|
|
- Textile rental items
|
|
|
16.1
|
9.1
|
-
|
25.2
|
|
- Capitalised software
|
|
|
0.1
|
0.1
|
-
|
0.2
|
|
- Customer contracts and
brands
|
|
|
2.4
|
0.2
|
-
|
2.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
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
|
|
|
|
|
|
|
|
|
|
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
|
|
Finance cost
|
|
|
|
|
(6.0)
|
|
Profit before taxation
|
|
|
|
|
|
37.6
|
|
Taxation charge
|
|
|
|
|
|
(10.4)
|
|
Profit for the period from
continuing operations
|
|
|
|
|
27.2
|
|
Profit for the period from discontinued
operations
|
|
|
|
|
0.1
|
|
Profit for the period 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)
|
|
|
|
|
|
|
|
|
|
|
|
|
HORECA
|
Workwear
|
All Other
Segments
|
Total
|
|
|
|
|
£m
|
£m
|
£m
|
£m
|
|
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, impairment and
amortisation expense
|
|
|
|
|
|
|
|
- Property, plant and
equipment
|
|
|
15.1
|
5.9
|
-
|
21.0
|
|
- Right of use assets
depreciation
|
|
|
4.0
|
2.5
|
0.1
|
6.6
|
|
- Textile rental items
depreciation
|
|
|
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 (2022: £nil) 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
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
Costs in relation to business
acquisition activity
|
-
|
0.3
|
1.6
|
Total exceptional items
|
-
|
0.3
|
1.6
|
Prior year exceptional items
In the year ended 31 December
2023, professional fees of £1.4 million (June 2023: £0.3 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
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
Interest payable on bank loans and
overdrafts
|
2.4
|
1.3
|
3.1
|
Amortisation of bank facility
fees
|
0.2
|
0.1
|
0.3
|
Finance costs on IFRS 16 lease
liabilities
|
1.1
|
1.0
|
2.1
|
Notional interest on
post-employment benefit obligations
|
-
|
0.2
|
0.5
|
Finance cost
|
3.7
|
2.6
|
6.0
|
|
|
|
| |
5
ALTERNATIVE PERFORMANCE MEASURES (APMs)
Adjusted profit before and after taxation
(continuing)
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
Profit before taxation
(continuing)
|
18.7
|
13.5
|
37.6
|
Amortisation of intangible assets
(excluding software amortisation)
|
2.8
|
2.6
|
5.3
|
Exceptional items
|
-
|
0.3
|
1.6
|
Adjusted profit before taxation
(continuing)
|
21.5
|
16.4
|
44.5
|
Taxation thereon
|
(5.3)
|
(4.1)
|
(11.5)
|
Adjusted profit after taxation
(continuing)
|
16.2
|
12.3
|
33.0
|
|
|
|
| |
Adjusted EBITDA
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
Operating profit before
amortisation of intangible assets (excluding
software amortisation) and
exceptional items
|
25.2
|
19.0
|
50.5
|
Software amortisation
|
0.3
|
0.2
|
0.4
|
Property, plant and equipment
depreciation
|
10.8
|
10.2
|
21.0
|
Right of use asset
depreciation
|
3.6
|
3.1
|
6.6
|
Textile rental items
depreciation
|
29.3
|
25.2
|
53.0
|
Adjusted EBITDA
|
69.2
|
57.7
|
131.5
|
|
|
|
| |
6
DIVIDENDS
|
Half year
to
30 June
2024
|
Half
year to
30
June
2023
|
Year
ended
31
December
2023
|
Dividend per share (pence)
|
|
|
|
2024 Interim dividend
proposed
|
1.3
|
-
|
-
|
2023 Interim dividend proposed and
paid
|
-
|
0.9
|
0.9
|
2023 Final dividend proposed and
paid
|
-
|
-
|
1.9
|
|
1.3
|
0.9
|
2.8
|
|
Half year
to
30 June
2024
|
Half
year to
30
June
2023
|
Year
ended
31
December
2023
|
Shareholders' funds committed (£m)
|
|
|
|
2024 Interim dividend
proposed
|
5.4
|
-
|
-
|
2023 Interim dividend proposed and
paid
|
-
|
3.8
|
3.8
|
2023 Final dividend proposed and
paid
|
-
|
-
|
7.9
|
On 10 May 2024, a final dividend
in respect of the year ended 31 December 2023 of 1.9 pence per
share was paid to Shareholders, utilising £7.9 million of
Shareholders' funds.
The Directors are proposing an
interim dividend in respect of the year ended 31 December 2024 of
1.3 pence per Ordinary share which, based on the number of shares
in issue as at the date of this report, will reduce Shareholders'
funds by £5.4 million. The dividend will be paid on 1
November 2024 to Shareholders on the register of members at the
close of business on 4 October 2024. The trustee of the EBT
has waived the entitlement to receive dividends on the Ordinary
shares held by the trust.
In accordance with IAS 10, there
is no payable recognised at 30 June 2024 in respect of this
proposed dividend.
7
TAXATION
|
Half year
to
30 June
2024
£m
|
Half
year to
30
June
2023
£m
|
Year
ended
31
December
2023
£m
|
|
|
|
|
Current tax
|
|
|
|
UK corporation tax charge for the
period
|
1.3
|
-
|
1.7
|
Current tax charge for the
period
|
1.3
|
-
|
1.7
|
|
|
|
|
Deferred tax
|
|
|
|
Origination and reversal of
temporary differences
|
3.6
|
3.5
|
8.4
|
Adjustment in relation to previous
years
|
-
|
-
|
0.3
|
Deferred tax charge for the
period
|
3.6
|
3.5
|
8.7
|
Total charge for taxation included
in the Consolidated Income Statement for continuing
operations
|
4.9
|
3.5
|
10.4
|
Taxation in relation to the
amortisation of intangible assets (excluding software amortisation)
has reduced the charge for taxation on continuing operations in the
half year to 30 June 2024 by £0.4 million (June 2023: £0.6 million;
December 2023: £1.0
million). Taxation in relation to
exceptional items has decreased the charge for taxation on
continuing operations by £nil (June 2023: £nil; December 2023: £0.1
million).
During the half year to 30 June
2024, a £0.2 million charge relating to deferred taxation (June
2023: £0.2 million; December 2023: £2.3 million) has been
recognised in other comprehensive income.
Reconciliation of effective tax rate
Taxation on non-exceptional items
for the half year to 30 June 2024 is calculated based on the
estimated average annual effective tax rate of 24.7% (June 2023:
25.1%; December 2023: 25.8%). This compares to the UK
weighted average tax rate at the balance sheet date of 25.0% (June
2023: 23.5%; December 2023: 23.5%). The effective tax rate is
impacted by a number of factors, including expenses not deductible
for taxation, non-UK taxable profits and short-term timing
differences, with first year capital allowances in the period
reflecting the full expensing relief announced in the Chancellor's
Spring Budget, impacting upon the estimated pattern of reversal of
the Group's deferred tax assets and liabilities.
The UK corporation tax rate, which
was substantively enacted as part of Finance Bill 2021 on 24 May
2021, is a main rate of 25% with effect from 1 April
2023. Deferred income taxes 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.
Accordingly, an average deferred income tax rate of 25.0% has
been used to measure all deferred tax balances as at 30 June 2024
(June 2023: 25.0%; December 2023: 25.0%).
8
EARNINGS PER SHARE
|
Half year
to
30 June
2024
£m
|
Half
year to
30 June
2023
£m
|
Year ended 31 December
2023
£m
|
|
|
|
|
Profit for the period attributable
to Shareholders
|
13.8
|
10.0
|
27.2
|
Amortisation of intangible assets
from continuing operations (net of taxation)
|
2.4
|
2.0
|
4.3
|
Exceptional items from continuing
operations (net of taxation)
|
-
|
0.3
|
1.5
|
Adjusted profit from continuing
operations attributable to Shareholders
|
16.2
|
12.3
|
33.0
|
Profit from discontinued
operations attributable to Shareholders
|
-
|
-
|
0.1
|
Total adjusted profit from all
operations attributable to Shareholders
|
16.2
|
12.3
|
33.1
|
|
|
|
|
|
Number
of shares
|
Number
of
shares
|
Number
of
shares
|
Weighted average number of
Ordinary shares
|
414,433,764
|
429,246,079
|
424,327,473
|
Potentially dilutive Ordinary
shares
|
368,547
|
95,000
|
406,218
|
Diluted number of Ordinary
shares
|
414,802,311
|
429,341,079
|
424,733,691
|
|
|
|
|
Basic earnings per share
|
Pence
per share
|
Pence
per
share
|
Pence
per
share
|
From continuing
operations
|
3.3p
|
2.3p
|
6.4p
|
From discontinued
operations
|
-
|
-
|
-
|
From total operations
|
3.3p
|
2.3p
|
6.4p
|
Adjustment for amortisation of
intangibles assets (continuing)
|
0.6p
|
0.5p
|
1.0p
|
Adjustment for exceptional items
(continuing)
|
-
|
0.1p
|
0.4p
|
Adjusted basic earnings per share
(continuing)
|
3.9p
|
2.9p
|
7.8p
|
Adjusted basic earnings per share
from total operations
|
3.9p
|
2.9p
|
7.8p
|
|
|
|
|
Diluted earnings per share
|
|
|
|
From continuing
operations
|
3.3p
|
2.3p
|
6.4p
|
From total operations
|
3.3p
|
2.3p
|
6.4p
|
Adjustments for amortisation of
intangibles assets (continuing)
|
0.6p
|
0.5p
|
1.0p
|
Adjustment for exceptional items
(continuing)
|
-
|
0.1p
|
0.4p
|
Adjusted diluted earnings per
share (continuing)
|
3.9p
|
2.9p
|
7.8p
|
Adjusted diluted earnings per
share from total operations
|
3.9p
|
2.9p
|
7.8p
|
Basic earnings per share is
calculated using the weighted average number of Ordinary shares in
issue during the period, excluding those held by the Employee
Benefit Trust, based on the profit for the period 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
period. Options under the LTIP schemes, as defined by IFRS 2, are
contingently issuable shares and are therefore only included within
the calculation of diluted earnings per share if the performance
conditions, as set out in the Directors' Remuneration Report within
the 2023 Annual Report and Accounts, 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. For the
periods ended 30 June 2024 and 30 June 2023, and the year ended 31
December 2023, potentially dilutive Ordinary shares have been
treated as dilutive, 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 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
12
|
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
|
£m
|
£m
|
£m
|
Cost
|
|
|
|
|
Brought forward
|
|
145.8
|
135.2
|
135.2
|
Impact of foreign exchange
translation
|
|
(0.2)
|
-
|
0.1
|
Business combinations (note
16)
|
|
-
|
3.2
|
10.5
|
|
|
145.6
|
138.4
|
145.8
|
Impairment
|
|
|
|
|
Brought forward
|
|
1.4
|
1.4
|
1.4
|
Impairment
|
|
-
|
-
|
-
|
|
|
1.4
|
1.4
|
1.4
|
|
|
|
|
|
Closing
|
|
144.2
|
137.0
|
144.4
|
|
|
|
|
|
| |
In accordance with UK-adopted
international accounting standards, goodwill is not amortised, but
instead is tested annually for impairment, or upon the existence of
indicators of impairment per IAS 36, and carried at cost less
accumulated impairment losses.
Management have reviewed the
indicators of impairment per IAS 36 and do not believe that any
have been triggered since 31 December 2023 and, as such, no
impairment review has been carried out as at 30 June 2024. In
line with the requirements of IAS 36, a full impairment review will
be performed during the second half of the year.
10
INTANGIBLE ASSETS
Capitalised
software
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening net book value
|
1.2
|
1.6
|
1.6
|
Amortisation
|
(0.3)
|
(0.2)
|
(0.4)
|
Closing net book value
|
0.9
|
1.4
|
1.2
|
Other intangible assets
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening net book value
|
17.9
|
9.3
|
9.3
|
Business combinations (note
16)
|
-
|
1.4
|
13.8
|
Foreign exchange
differences
|
(0.2)
|
-
|
0.1
|
Amortisation
|
(2.8)
|
(2.6)
|
(5.3)
|
Closing net book value
|
14.9
|
8.1
|
17.9
|
|
|
|
|
Total
|
15.8
|
9.5
|
19.1
|
Other intangibles assets comprise
of customer contracts and relationships and brands.
11
PROPERTY, PLANT AND EQUIPMENT
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening net book value
|
134.5
|
119.6
|
119.6
|
Foreign exchange
differences
|
(0.2)
|
-
|
-
|
Additions
|
31.1
|
12.1
|
26.9
|
Business combinations (note
16)
|
-
|
1.0
|
6.4
|
Transfers from right of use
assets
|
-
|
-
|
2.7
|
Depreciation
|
(10.8)
|
(10.2)
|
(21.0)
|
Disposals
|
(0.1)
|
(0.1)
|
(0.1)
|
Closing net book value
|
154.5
|
122.4
|
134.5
|
The transfer of assets from right of
use assets represents the reclassification of the cost of assets
from right of use assets where the lease was repaid in the year and
the asset is now owned.
CAPITAL COMMITMENTS
Orders placed for future capital
expenditure contracted but not provided for in the financial
statements are shown below:
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Software
|
0.1
|
-
|
-
|
Property, plant and
equipment
|
9.6
|
23.4
|
27.2
|
12
RIGHT OF USE ASSETS
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening net book value
|
40.0
|
31.7
|
31.7
|
Additions
|
1.9
|
10.4
|
9.7
|
Business combinations (note
16)
|
-
|
1.5
|
4.2
|
Reassessment/modifications of
assets previously recognised
|
1.7
|
-
|
3.7
|
Transfers to property, plant and
equipment
|
-
|
-
|
(2.7)
|
Depreciation
|
(3.6)
|
(3.1)
|
(6.6)
|
Closing net book value
|
40.0
|
40.5
|
40.0
|
13
TEXTILE RENTAL ITEMS
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening net book value
|
71.9
|
63.8
|
63.8
|
Foreign exchange
differences
|
(0.1)
|
-
|
-
|
Additions
|
29.0
|
29.7
|
61.0
|
Business combinations (note
16)
|
-
|
0.5
|
3.4
|
Depreciation
|
(29.3)
|
(25.2)
|
(53.0)
|
Special charges
|
(1.2)
|
(1.5)
|
(3.3)
|
Closing net book value
|
70.3
|
67.3
|
71.9
|
14
POST-EMPLOYMENT BENEFIT OBLIGATIONS
The Group has applied the
requirements of IAS 19, 'Employee Benefits' to its employee pension
schemes and post-employment healthcare benefits.
We have agreed with the Trustee of
the defined benefit scheme to cease deficit contributions until at
least the results of the next triennial valuation.
Accordingly, in the half year to 30 June 2024, no deficit recovery
payments were paid by the Group to the defined benefit scheme (June
2023: £0.9 million; December 2023: £1.6 million).
Following discussions with the
Group's appointed actuary, a re-measurement gain of £3.5 million
has been recognised in the half year to 30 June 2024. The improvement in
the position is mainly driven by an increase in the discount rate
assumption from 31 December 2023 (due to increases in corporate
bond yields) and a decrease in the commutation and early retirement
factors.
The post-employment benefit asset /
(obligation) and associated deferred income tax (liability) / asset
thereon are shown below:
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Post-employment benefit asset /
(obligation)
|
3.2
|
(7.8)
|
(0.3)
|
Deferred income tax (liability) /
asset thereon
|
(0.8)
|
1.9
|
0.1
|
|
2.4
|
(5.9)
|
(0.2)
|
The reconciliation of the opening
gross post-employment benefit obligation to the closing gross
post-employment benefit asset / (obligation) is shown
below:
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Opening post-employment benefit
obligation
|
(0.3)
|
(10.2)
|
(10.2)
|
Notional interest
|
-
|
(0.2)
|
(0.5)
|
Deficit recovery
payments
|
-
|
0.9
|
1.6
|
Re-measurement and experience
gains
|
3.5
|
1.6
|
8.8
|
Utilisation of healthcare
provision
|
-
|
0.1
|
-
|
Closing post-employment benefit
surplus / (obligation)
|
3.2
|
(7.8)
|
(0.3)
|
Post-employment benefit assets /
(obligations) are comprised of the following balance sheet
amounts:
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Post-employment benefit assets
(Non-current assets)
|
3.5
|
-
|
-
|
Post-employment benefit obligations
(Non-current liabilities)
|
(0.3)
|
(7.8)
|
(0.3)
|
|
3.2
|
(7.8)
|
(0.3)
|
15
SHARE CAPITAL
Issued share capital is as
follows:
|
Half year
to
30 June
2024
|
Half
year to
30
June
2023
|
Year
ended
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Share capital at the start of the
period
|
41.4
|
43.9
|
43.9
|
Share buybacks
|
-
|
(1.7)
|
(2.5)
|
Share capital at the end of the
period
|
41.4
|
42.2
|
41.4
|
Full details of the buybacks
completed in the year to 31 December 2023 are shown in the 2023
Annual Report and Accounts.
16
BUSINESS COMBINATIONS
There have been no business
combinations in the half year to 30 June 2024.
During 2023, the Group acquired
100% of the share capital of Regency Laundry Limited ('Regency')
for a net consideration of £5.3 million (being gross consideration
of £5.75 million on a debt free, cash free basis, subject to a
level of normalised working capital) plus associated
fees.
The Group also acquired 100% of
the share capital of Harkglade Limited, together with its trading
subsidiaries Celtic Linen Limited and Millbrook Linen Limited
(together, 'Celtic Linen'), for a net consideration of £25.2
million (being a gross consideration of £27.1 million on a debt
free, cash free basis, subject to a locked box mechanism and a
normalised level of working capital) plus associated fees.
Full details of the acquisitions
are provided in the 2023 Annual Report and Accounts.
17
BORROWINGS
At 30 June 2024, borrowings were
secured and drawn down under a committed facility dated 8 August
2022. The facility comprises a £120.0 million rolling credit
facility (including an overdraft) which runs to August 2027, and an
option, subject to 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 at
SONIA or Euribor rates of interest respectively, prevailing at the
time of drawdown, plus the credit adjustment spread and the
applicable margin. The margin on the facility ranges between
1.45% and 2.45% and was 1.45% at 30 June 2024. Margin is
determined on the achievement of leverage ratios.
The secured bank loans are stated
net of unamortised issue costs of £0.7 million (30 June 2023: £0.6
million; 31 December 2023: £0.6 million) of which £0.4 million is
included within current borrowings (30 June 2023: £0.4 million; 31
December 2023: £0.4 million) and £0.3 million is included within
non-current borrowings (30 June 2023: £0.2 million; 31 December
2023 £0.2 million). Details of the security are provided in
note 21 to the Condensed Consolidated Interim Financial
Statements.
The Group has three net overdraft
facilities for £5.0 million, £3.0 million and €1.5 million (£1.3
million) with its three principal bankers.
Amounts drawn under the revolving
credit facility have been classified as either current or
non-current depending upon when the loan is expected to be
repaid.
18
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 period.
June 2024
|
|
At
1 January
2024
|
Cash
Flow
|
Non-cash
Changes
|
Foreign Exchange
Adjustments
|
At
30 June
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)
|
(18.5)
|
0.1
|
0.6
|
(80.8)
|
Lease liabilities
|
|
(43.2)
|
3.3
|
(3.7)
|
-
|
(43.6)
|
Total debt and lease
financing
|
|
(105.8)
|
(14.9)
|
(3.9)
|
0.6
|
(124.0)
|
Cash and cash equivalents
|
|
0.9
|
5.4
|
-
|
-
|
6.3
|
Net debt
|
|
(104.9)
|
(9.5)
|
(3.9)
|
0.6
|
(117.7)
|
June 2023
|
|
At
1
January 2023
|
Cash
Flow
|
Non-cash
Changes
|
Foreign
Exchange Adjustments
|
At
30
June
2023
|
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Debt due within one year
|
|
0.2
|
0.3
|
(0.1)
|
-
|
0.4
|
Debt due after more than one
year
|
|
(14.7)
|
(24.9)
|
(0.2)
|
-
|
(39.8)
|
Lease liabilities
|
|
(34.3)
|
2.9
|
(11.8)
|
-
|
(43.2)
|
Total debt and lease
financing
|
|
(48.8)
|
(21.7)
|
(12.1)
|
-
|
(82.6)
|
Cash and cash equivalents
|
|
0.8
|
(1.9)
|
-
|
-
|
(1.1)
|
Net debt
|
|
(48.0)
|
(23.6)
|
(12.1)
|
-
|
(83.7)
|
December 2023
|
|
At
1
January 2023
|
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
|
|
(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)
|
|
|
|
|
|
|
|
|
|
|
| |
|
As at
30
June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Net debt
|
(117.7)
|
(83.7)
|
(104.9)
|
Add back: IFRS 16 lease
liabilities
|
43.6
|
43.2
|
43.2
|
Net debt excluding IFRS 16 lease
liabilities
|
(74.1)
|
(40.5)
|
(61.7)
|
18
ANALYSIS OF NET DEBT (continued)
The cash and cash equivalents
figures are comprised of the following balance sheet
amounts:
|
As at
30
June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Cash (Current assets)
|
10.0
|
6.0
|
9.6
|
Overdraft (Borrowings, Current
liabilities)
|
(3.7)
|
(7.1)
|
(8.7)
|
|
6.3
|
(1.1)
|
0.9
|
Lease liabilities are comprised of
the following balance sheet amounts:
|
As at
30 June
2024
|
As
at
30
June
2023
|
As
at
31
December 2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Amounts due within one year (Lease
liabilities, Current liabilities)
|
(5.8)
|
(5.1)
|
(5.5)
|
Amounts due after more than one year
(Lease liabilities, Non-current liabilities)
|
(37.8)
|
(38.1)
|
(37.7)
|
|
(43.6)
|
(43.2)
|
(43.2)
|
19
RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET
DEBT
|
Half year
to
30 June
2024
|
Half
year to
30 June
2023
|
Year
ended
31
December
2023
|
|
£m
|
£m
|
£m
|
|
|
|
|
Increase / (decrease) in cash in
the period
|
5.4
|
(1.9)
|
0.1
|
Increase in debt and lease
financing
|
(14.9)
|
(21.7)
|
(38.0)
|
Change in net debt resulting from
cash flows
|
(9.5)
|
(23.6)
|
(37.9)
|
Debt acquired through business
combinations (note 16)
|
-
|
(1.8)
|
(5.1)
|
Lease liabilities recognised
during the period
|
(3.7)
|
(10.2)
|
(13.2)
|
Non-cash movement in unamortised
bank facility fees
|
(0.2)
|
(0.1)
|
(0.3)
|
Foreign exchange
adjustments
|
0.6
|
-
|
(0.4)
|
Movement in net debt during the
period
|
(12.8)
|
(35.7)
|
(56.9)
|
|
|
|
|
Opening net debt
|
(104.9)
|
(48.0)
|
(48.0)
|
Closing net debt
|
(117.7)
|
(83.7)
|
(104.9)
|
20
RELATED PARTY TRANSACTIONS
Transactions during the period
between the Company and its subsidiaries, which are related
parties, have been conducted on an arm's length basis and
eliminated on consolidation. Full details of the Group's
other related party relationships, transactions and balances are
given in the Group's Annual Report and Accounts for the year ended
31 December 2023. There have been no material changes in
these relationships in the half year to 30 June 2024 or up to the
date of this Report.
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 has 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
On 2 September 2024, the Group
acquired the entire issued share capital of Empire Linen Services
Limited ('Empire') for a consideration of £20.6 million on a debt
free, cash free, basis and subject to normalised working
capital.
Empire provides linen services to
luxury hotels in London and the South East. Revenue and
profit before tax for the year ended 30 June 2023, as shown in the
unaudited statutory accounts, were £10.9 million and £0.9 million,
respectively. The revenue and profit before tax as shown in
the management accounts for the year ended 30 June 2024 were £13.9
million and £2.8 million, respectively. The business employs
some 170 employees and operates from a 26,000 square foot leasehold
site in Tottenham.
There have been no other events
that require disclosure in accordance with IAS10, 'Events after the
balance sheet date'.
23 PRINCIPAL
RISKS AND UNCERTAINTIES
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 at its March and August
meetings, or more frequently should new matters arise.
Throughout 2024 to date, 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. During the
first half of the year, the Board, in conjunction with management,
considered the potential impact on the Group of a change in
government. Whilst no immediate actions have been identified
to date, the Board will continue to monitor
developments.
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 Systems and Technology
|
§ 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, were provided in our 2023 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 PUBLISHED
FINANCIAL STATEMENTS
There is no regulatory requirement
to send out half-yearly reports to all Shareholders or to advertise
the content in a national newspaper. In order to reduce
costs, the Company has taken advantage of this reporting regime and
no longer publishes half-yearly reports for individual circulation
to Shareholders. Information that would normally be included
in a half-yearly report is made available on the Company's website
at www.jsg.com.