TIDMSPEC

RNS Number : 6193L

Inspecs Group PLC

07 September 2023

7 September 2023

INSPECS Group plc

("INSPECS", "the Company" or "the Group")

Interim Results

INSPECS Group plc, a global eyewear and lens design house and manufacturer, presents its unaudited interim results for the six months ended 30 June 2023. This is the first set of results in the Group's new reporting currency of GBP.

Financial highlights:

 
 --   Revenue increased by 6.1% to GBP111.2m (H1 2022: GBP104.8m) 
 --   On a constant exchange rates basis(1) , revenue increased 
       by 2.3% to GBP107.2m (H1 2022: GBP104.8m) 
 --   Operating profit increased by 25.1% to GBP4.6m (H1 2022: 
       GBP3.6m) 
 --   Gross profit margin 51.4% (H1 2022: 50.5%) 
 --   Underlying EBITDA(2) increased by 5.4% to GBP12.1m (H1 
       2022: GBP11.4m) 
 --   Adjusted Profit Before Tax (PBT)(2) of GBP6.9m (H1 2022: 
       GBP7.5m) 
 --   Adjusted PBT Basic Earnings Per Share (EPS)(2) of GBP0.07 
       (H1 2022: GBP0.07) 
 --   Reported Profit Before Tax of GBP3.8m (H1 2022: GBP0.2m 
       loss(3) ) 
 --   Reported basic EPS of GBP0.02 (H1 2022: GBP(0.03) (3) 
       ), with diluted EPS of GBP0.02 (H1 2022: GBP(0.03) (3) 
       ) 
 --   Cash generated from operations GBP11.5m (H1 2022: GBP8.7m) 
 --   Net debt excluding leasing GBP22.7m (31 December 2022: 
       GBP27.6m) 
 

Operational highlights:

 
 --   6.9m eyewear frames sold in H1 2023, compared to 6.2m 
       in H1 2022 
 --   Strong revenue growth in UK (+20%), North America (+9%) 
       and LATAM (+277%) 
 --   Substantial growth of low vision aids revenue in North 
       America (+19%) to GBP5.9m in H1 2023 
 --   Construction of the new Vietnam manufacturing facility 
       commenced in May 2023, with scheduled completion in H1 
       2024 
 --   Norville losses reduced substantially compared H1 2022 
 --   Renewal completed on key licensed brands; Marco Polo and 
       Ted Baker 
 --   Orders received for a key licence brand by a global retailer 
       to be delivered in Q4 2023 
 --   Successful launch of a women's Titanflex range in Germany 
 --   Significant growth in commercial activity within Skunkworks, 
       the Group's research and development division 
 --   Good progress against objectives outlined in our ESG framework 
 
 
 1   Constant currency exchange rates: figures at constant 
      currency exchange rates have been calculated using 
      the average exchange rates in effect for the corresponding 
      period in the relevant comparative period (H1 2022). 
 2   Refer to table "Underlying EBITDA and Adjusted PBT". 
 3   Comparative figures have been restated throughout to 
      be presented in GBP following a change in presentational 
      currency. See note 2 for further details. In addition, 
      the six-month period to 30 June 2022 has been restated 
      following a retrospective adjustment, see note 11. 
 

Richard Peck, CEO of INSPECS, said:

"The Group has made steady progress during the period, with an improved trading and cash generation performance. We remain focused on achieving operational efficiency gains and continue to identify integration opportunities across our global trading platform.

Construction of our new manufacturing facility in Vietnam commenced in May 2023, with expected completion in H1 2024. Once fully operational, this will increase the manufacturing capacity of the Group to circa 12 million units per year.

Trading in the second half to date has been in line with our expectations and our order books remain at a good level. Whilst we remain cautious in relation to global economic and political events, we remain confident with our full year outlook."

For further information please contact:

 
INSPECS Group plc                         via FTI Consulting 
 Richard Peck (CEO)                        Tel: +44 (0) 20 
 Chris Kay (CFO)                           3727 1000 
Peel Hunt (Nominated Adviser and Broker)  Tel: +44 (0) 20 
 Adrian Trimmings                          7418 8900 
 Andrew Clark 
 Lalit Bose 
FTI Consulting (Financial PR)             Tel: +44 (0) 20 
 Alex Beagley                              3727 1000 
 Harriet Jackson                           INSPECS@fticonsulting.com 
 Rafaella de Freitas 
 

About INSPECS Group plc

INSPECS is a leading provider of eyewear solutions to the global eyewear market. The Group produces a broad range of eyewear frames, low vision aids and lenses, covering optical, sunglasses and safety, which are either "Branded" (either under licence or under the Group's own proprietary brands), or "OEM" (unbranded or private label on behalf of retail customers).

INSPECS is building a global eyewear business through its vertically-integrated business model. Its continued growth is underpinned by six core drivers, including; increasing the penetration of its own-brand portfolio, increasing distribution in Asian Pacific markets, growing its travel retail markets, maximising group synergies, expanding its manufacturing capacity and scaling the research and development department as it develops new and innovative eyewear channels.

The Group has operations across the globe: with offices and subsidiaries in the UK, Germany, Portugal, Scandinavia, the US and China (including Hong Kong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK and Italy.

INSPECS customers are global optical and non-optical retailers, global distributors and independent opticians, with its distribution network covering over 80 countries and reaching approximately 75,000 points of sale.

More information is available at: www.INSPECS.com

CHIEF EXECUTIVE REVIEW

I am pleased to present our results for the six months ended 30 June 2023. The Group has performed well during the period, achieving record first half revenue of GBP111.2m (H1 2022: GBP104.8m) a 6.1% increase. The Group sold 6.9m eyewear units in the period, up 11.3% compared to 6.2m eyewear units sold in H1 2022.

The Group made an Underlying EBITDA of GBP12.1m compared to GBP11.4m for the same period in 2022.

On a constant exchange basis, Group revenues increased 2.3% from GBP104.8m to GBP107.2m.

The Group's performance at the Underlying EBITDA level in H1 2023 exceeded our previous record performance of H1 2022 by 5.4%. The Group saw good growth in our UK and North American businesses, and a significant reduction in the operational losses at Norville, as a result of our cost saving programme. Our European markets (excluding the UK) remained relatively flat. Our gross profit margin, despite cost inflationary pressures, increased to 51.4% from 50.5%. Administrative expenses in the period of GBP49.3m (H1 2022: GBP46.6m) were well controlled, decreasing from 44.4% to 44.3% of revenue.

The Group has made key licence renewals, including Marco Polo and Ted Baker, as well as receiving a significant order from a global retailer for a key licence brand which will be delivered in Q4 2023.

UK

Within the UK market, revenue has increased by 19.5% to GBP13.6m, driven by increased distribution to major retail chains.

Europe

Revenue in Europe at GBP52.2m was flat year on year with a strong performance in our key German market offset by a softer performance in other European markets. During the period TitanFlex, a brand designed for comfort, successfully launched a new range for women.

North America

Revenue within North America has increased by GBP3.0m (8.6%) to GBP37.4m, with good growth in our frame and low vision operating entities.

Frames and Optics

Our Frames and Optics distribution business increased its external revenue from GBP93.2m in H1 2022 to GBP100.2m in H1 2023, an increase of 7.6%. This was driven mainly by a good performance in the UK and North American markets.

Wholesale

In line with our expectations for the first six months, external revenue from the Wholesale business for H1 2023 was GBP9.0m, compared to GBP9.9m in H1 2022. We expect to see increased activity in the second half.

Lenses

Our lens manufacturing business has reported external revenue growth of 13.9%, with losses from the division decreasing by GBP0.9m to GBP1.2m. We continue to make steady progress, with increased revenue and operational activity, and a drive towards profitability in the future.

Manufacturing

Construction of our new manufacturing facility in Vietnam commenced in May 2023, with expected completion in H1 2024. Once fully operational, this will increase the manufacturing capacity of the Group to circa 12 million units per year.

We continue to evaluate our Portugal manufacturing facility, which would mainly supply our European markets.

Research and development

The research and development division of the business, Skunkworks, has continued to work on the development of innovative eyewear channels, resulting in significant growth in commercial activity during H1 2023.

ESG

Following the establishment of our ESG Committee in 2022, we have been progressing against our ESG goals. During the period the Group donated two water filtration units for local schools in Vietnam and offset over 4,500 TCO(2) e through renewable energy projects. We continue to assess ways in which we can further integrate ESG into our corporate strategy.

Eyewear market

The eyewear market is projected to grow at a rate of 4.4% per year between 2023 and 2027 (data from Statista.com) providing a resilient base to support our long-term growth strategy.

Outlook

Trading in the second half to date has been in line with our expectations and our order books remain at a good level. Whilst we remain cautious in relation to global economic and political events, we remain confident with our full year outlook.

I would like to thank all our teams across the globe who have contributed to this good performance in H1 2023, and their continuing hard work and dedication in achieving our long-term goal of developing INSPECS Group into one of the world's leading eyewear companies.

Richard Peck

7 September 2023

FINANCIAL REVIEW

Revenue

Revenue increased to GBP111.2m from GBP104.8m in H1 2022, an increase of 6.1%. This was driven by strong growth in our UK and North American markets. On a constant exchange rate (1) revenues increased 2.3% from GBP104.8m (H1 2022) to GBP107.2m.

Gross Profit Margin

The Group's gross profit margin increased from 50.5% in H1 2022 to 51.4% in H1 2023. The Group continues to actively manage its gross profit margin despite cost inflation.

Operating Profit

The Group's operating profit increased 25.1% to GBP4.6m (H1 2022: GBP3.6m).

Underlying EBITDA

The Group's Underlying EBITDA (as calculated in the 'Underlying EBITDA and Adjusted PBT' table below) increased from GBP11.4m in H1 2022 to GBP12.1m in H1 2023.

Finance Expenses

Our reported net finance costs increased from GBP1.3m in H1 2022 to GBP2.0m reflecting the rise in interest rates around the globe. Net finance costs include GBP0.1m (H1 2022: GBP0.3m) relating to the amortisation of capitalised loan arrangement fees.

Depreciation and amortisation

The increase in depreciation is driven by the renewal of key leases across the Group.

 
                  Period ended    Period ended 
                  30 June 2023    30 June 2022 
                          GBPm            GBPm 
--------------  --------------  -------------- 
 Depreciation              3.4             3.0 
 Amortisation              3.3             3.4 
--------------  --------------  -------------- 
 Total                     6.7             6.4 
--------------  --------------  -------------- 
 

Profit/(Loss) Before Tax

Profit before tax for the period was GBP3.8m (H1 2022: GBP0.2m loss). The increase of GBP4.0m is after an increase in finance costs of GBP0.7m, an increase in amortisation and depreciation of GBP0.3m and an improvement in exchange adjustments on borrowings of GBP2.8m.

Adjusted Profit Before Tax

The Group's Adjusted Profit Before Tax (PBT) decreased from GBP7.5m in H1 2022 to GBP6.9m in H1 2023 as a result of increased net interest costs (excluding amortisation of loan arrangement fees) of GBP0.9m and an increase in depreciation of GBP0.4m.

Cash Generation

Cash management was a key focus in the period and the Group generated a net cash inflow from operating activities of GBP8.4m in H1 2023 compared to GBP4.7m in H1 2022.

Cash Position

The Group's cash as of 30 June 2023 was GBP25.9m compared to GBP22.2m as at 31 December 2022.

Net Debt

The Group has delivered strong cash generation in the first half and as a result, net debt (excluding leases) decreased by GBP4.9m to GBP22.7m (31 December 2022: GBP27.6m). During the period, the Group invested GBP0.9m on construction of our new manufacturing facility in Vietnam and paid a further GBP2.2m of deferred and contingent consideration relating to the EGO and BoDe acquisitions.

Financing

The Group finances its operation through the following borrowings and facilities.

 
                                                                 Drawn at 
                                                   Drawn at   31 December 
                                               30 June 2023          2022 
                                     Expires           GBPm          GBPm 
--------------------------   ---------------  -------------  ------------ 
Group revolving credit 
 facility                       October 2024           29.5          30.0 
Term loans                      October 2024            9.7          10.5 
Revolving credit facility 
 USA                          1-year rolling            6.7           7.2 
Invoice discounting           1-year rolling            2.1           1.5 
Other                                                   0.5           0.6 
--------------------------------------------  -------------  ------------ 
Total                                                  48.5          49.8 
--------------------------------------------  -------------  ------------ 
 

Leverage (using debt to equity ratio)

The Group's leverage position is shown below:

 
                 30 June 
                    2023 
---------------  ------- 
Actual ratio        1.99 
Required ratio      3.00 
---------------  ------- 
 

The Group's leverage is calculated using a twelve-month rolling EBITDA. The Group's performance in the second half of 2022 was weak and resulted in lower reported EBITDA. As a result of the improved trading performance in the first half and our current expectations for the full year, it is expected that, subject to market conditions, the Group's leverage will continue to improve in the second half of 2023.

Inventory

Our revenue to inventory ratio has improved compared to 30 June 2022 with increased revenue being delivered from a similar inventory base.

 
                                Period ended    Period ended 
                                30 June 2023    30 June 2022 
                                        GBPm            GBPm 
----------------------------  --------------  -------------- 
 Revenue                               111.2           104.8 
 Inventory                              42.3            42.4 
 Revenue to inventory ratio              2.6             2.5 
----------------------------  --------------  -------------- 
 

Current asset ratio

The current ratio is a liquidity ratio that measures a company's ability to pay short-term obligations, or those due within one year.

 
                         Period ended    Period ended 
                         30 June 2023    30 June 2022 
                                 GBPm            GBPm 
---------------------  --------------  -------------- 
 Current Assets                 106.7           103.3 
 Current Liabilities             69.7            66.4 
 Ratio                            1.5             1.6 
---------------------  --------------  -------------- 
 

Quick ratio

The quick ratio is an indicator of a company's short-term liquidity position and measures a company's ability to meet its short-term obligations with its most liquid assets.

 
                         Period ended    Period ended 
                         30 June 2023    30 June 2022 
                                 GBPm            GBPm 
---------------------  --------------  -------------- 
 Current Assets                 106.7           103.3 
 Less Inventory                (42.3)          (42.4) 
---------------------  --------------  -------------- 
                                 64.4            60.9 
---------------------  --------------  -------------- 
 Current Liabilities             69.7            66.4 
 Ratio                            0.9             0.9 
---------------------  --------------  -------------- 
 

Earnings per Share

The Group's Basic Adjusted PBT Earnings per Share for the 6 months to 30 June 2023 was GBP0.07 compared to GBP0.07 for the 6 months to 30 June 2022.

Dividend

As previously announced the Group does not intend to pay a dividend in 2023 and accordingly is not proposing a dividend for the period ended 30 June 2023.

Underlying EBITDA and Adjusted PBT

The below table shows how Underlying EBITDA and Adjusted PBT are calculated:

 
                                                               6 months                      6 months            12 months 
                                                               ended 30                      ended 30             ended 31 
                                                              June 2023                     June 2022             December 
                                                                                             Restated                 2022 
                                                                                                  (1)             Restated 
                                                                                                                       (1) 
                                                                GBP'000                       GBP'000              GBP'000 
  Revenue                                                       111,199                       104,809              200,957 
                                                      -----------------        ----------------------       -------------- 
  Gross Profit                                                   57,147                        52,893               98,860 
  Operating expenses                                           (52,592)                      (49,253)            (100,046) 
  Operating profit/(loss)                                         4,555                         3,640              (1,186) 
  Add back: Amortisation                                          3,252                         3,445                6,893 
  Add back: Depreciation                                          3,361                         2,950                6,744 
                                                      -----------------        ----------------------       -------------- 
  EBITDA                                                         11,168                        10,035               12,451 
  Add back: Share based payment 
   expense                                                          526                           638                1,398 
  Add back: Earn out on acquisition                                 366                           770                1,544 
                                                      -----------------        ----------------------       -------------- 
  Underlying EBITDA                                              12,060                        11,443               15,393 
  Add back: Purchase Price Allocation 
   ('PPA') release on inventory 
   through cost of sales                                              -                            27                  132 
                                                      -----------------        ----------------------       -------------- 
  Adjusted Underlying EBITDA                                     12,060                        11,470               15,525 
  Less: Depreciation                                            (3,361)                       (2,950)              (6,744) 
  Less: Net interest (excluding 
   amortisation of loan arrangement 
   fees)                                                        (1,846)                         (990)              (1,979) 
                                                      -----------------        ----------------------       -------------- 
  Adjusted Profit Before Tax 
   (PBT)                                                          6,853                         7,530                6,802 
                                                      -----------------        ----------------------       -------------- 
 
          Adjusted PBT earnings per 
           share 
                                                                    GBP                           GBP                  GBP 
  Basic Adjusted PBT Earnings 
   per Share for the period attributable 
   to the equity holders of the 
   parent                                                          0.07                          0.07                 0.07 
 
    Diluted Adjusted PBT Earnings 
    per Share for the period attributable 
    to the equity holders of the 
    parent                                                         0.06                          0.07                 0.06 
 
 
     1 Comparative figures have been restated throughout to be presented in 
     GBP following a change in presentational currency. See note 2 for 
     further details. In addition, the six-month period to 30 June 2022 has 
     been restated following a retrospective adjustment, see note 11. 
 
     Underlying EBITDA segmental information 
     Underlying EBITDA by reportable segment (as defined in note 4) for the 
     six months ended 30 June 2023 is as 
     follows:                   Frames   Wholesale   Lenses    Total before   Adjustments     Total 
                           and 
                        Optics                         adjustments    & 
                                                        &             elimination 
                                                       eliminations 
                       GBP'000   GBP'000     GBP'000        GBP'000       GBP'000   GBP'000 
      Revenue          102,876       9,922     2,069        114,867       (3,668)     111,199 
 
      Operating 
       profit/(loss)     7,272         887   (1,248)          6,911       (2,356)     4,555 
                      --------  ----------  --------  -------------  ------------  -------- 
      Add back: 
      Amortisation       2,809         433        10          3,252             -     3,252 
      Depreciation       2,663         347       336          3,346            15     3,361 
      Share based 
       payments            198         161         -            359           167       526 
      Earn out on 
       acquisitions        366           -         -            366             -       366 
                      --------  ----------  --------  -------------  ------------  -------- 
      Underlying 
       EBITDA           13,308       1,828     (902)         14,234       (2,174)    12,060 
                      --------  ----------  --------  -------------  ------------  -------- 
 
 
 
 
     INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
     For the period ended 30 June 2023 
-------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                 Unaudited 
                                                                                 Unaudited                  6 months ended 
                                                                            6 months ended                    30 June 2022 
                                              Notes                           30 June 2023                        Restated 
                                                                                   GBP'000                         GBP'000 
 REVENUE                                        4                                  111,199                         104,809 
 Cost of sales                                                                    (54,052)                        (51,916) 
 
 GROSS PROFIT                                                                       57,147                          52,893 
 Distribution costs                                                                (3,328)                         (2,703) 
 Administrative expenses                                                          (49,264)                        (46,550) 
 
 OPERATING PROFIT                                                                    4,555                           3,640 
 
 Non-underlying costs                           9                                        -                           (911) 
 Exchange adjustments on 
  borrowings                                                                         1,210                         (1,585) 
 Share of loss of associates                                                           (4)                             (1) 
 Finance costs                                                                     (2,103)                         (1,371) 
 Finance income                                                                        145                              39 
 
 PROFIT/(LOSS) BEFORE INCOME 
  TAX                                                                                3,803                           (189) 
 Income tax                                                                        (1,720)                         (2,685) 
 
 PROFIT/(LOSS) FOR THE 
  PERIOD                                                                             2,083                         (2,874) 
 OTHER COMPREHENSIVE INCOME: 
 Exchange adjustment on 
  consolidation                                                                    (3,973)                           4,272 
 
 TOTAL COMPREHENSIVE (LOSS)/PROFIT 
  FOR THE PERIOD                                                                   (1,890)                           1,398 
                                                            ==============================       ========================= 
 
   Earnings per share                                                                  GBP                             GBP 
 Basic EPS for the period 
  attributable 
  to the equity holders 
  of the parent                                 5                                     0.02                          (0.03) 
                                                            ------------------------------       ------------------------- 
 
   Diluted EPS for the period 
   attributable 
   to the equity holders 
   of the parent                                5                                     0.02                          (0.03) 
                                                            ------------------------------       ------------------------- 
 
 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2023

 
 
                         Note                              Unaudited 
                                         Unaudited            As at                As at 
                                             As at           30 June         31 December 
                                           30 June              2022                2022 
                                              2023          Restated            Restated 
                                           GBP'000           GBP'000             GBP'000 
 ASSETS 
 NON-CURRENT 
 ASSETS 
 Goodwill                                   55,578            56,206              55,578 
 Intangible assets                          32,248            38,523              36,170 
 Property Plant 
  and equipment                             33,840            38,598              37,107 
 Investment in 
  associates                                   105                91                 112 
 Net investment -                              675                 -                   - 
 sublease 
 Deferred tax                                6,337             8,180               7,007 
                                    --------------      ------------      -------------- 
                                           128,783           141,598             135,974 
                                    --------------      ------------      -------------- 
 CURRENT ASSETS 
 Inventories                                42,349            42,402              48,158 
 Trade and other 
  receivables                6              36,647            34,532              31,144 
 Net investment -                              110                 -                   - 
 sublease 
 Tax receivable                              1,719             1,233               3,681 
 Cash and cash 
  equivalents                               25,862            25,179              22,153 
                                                        ------------ 
                                           106,687           103,346             105,136 
                                    --------------      ------------      -------------- 
 Assets held for 
  sale                                         832                 -                 832 
                                    --------------      ------------      -------------- 
 TOTAL ASSETS                              236,302           244,944             241,942 
                                    --------------      ------------      -------------- 
 
 EQUITY 
 SHAREHOLDERS' 
 EQUITY 
 Called up share 
  capital                                    1,017             1,017               1,017 
 Share premium                              89,508            89,508              89,508 
 Foreign currency 
  translation 
  reserve                                    5,461             7,478               9,434 
 Share option 
  reserve                                    3,153             2,092               2,703 
 Merger reserve                              5,340             5,340               5,340 
 Retained earnings                           1,698             4,057               (461) 
                                    --------------      ------------      -------------- 
 TOTAL EQUITY                              106,177           109,492             107,541 
                                    --------------      ------------      -------------- 
 
 LIABILITIES 
 NON-CURRENT 
 LIABILITIES 
 Financial liabilities 
  - borrowings 
       Interest 
        bearing loans 
        and borrowings                      51,525            53,109              16,548 
 Deferred 
  consideration                                652             1,776               1,350 
 Deferred tax                                8,203            14,215               9,548 
                                    --------------      ------------      -------------- 
                                            60,380            69,100              27,446 
                                    --------------      ------------      -------------- 
 CURRENT LIABILITIES 
 Trade and other 
  payables                   7              38,921            40,175              39,153 
 Right of return 
  liability                                 11,862             8,885              10,613 
 Financial liabilities 
  - borrowings 
       Interest 
        bearing loans 
        and borrowings                      13,140            13,144              51,746 
  Invoice discounting                        2,089               708               1,490 
 Deferred 
  consideration                              1,333             1,304               2,518 
 Tax payable                                 2,400             2,136               1,435 
                                                        ------------ 
                                            69,745            66,352             106,955 
                                    --------------      ------------      -------------- 
 TOTAL LIABILITIES                         130,125           135,452             134,401 
                                    --------------      ------------      -------------- 
 TOTAL EQUITY AND 
  LIABILITIES                              236,302           244,944             241,942 
                                    --------------      ------------      -------------- 
 
 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2023

 
 
                              Called        Share          Foreign         Share    Retained     Merger          Total 
                                  up      premium         currency        option    earnings    reserve         equity 
                               share                   translation       reserve 
                             capital                       reserve 
                             GBP'000      GBP'000          GBP'000       GBP'000     GBP'000    GBP'000        GBP'000 
 
 SIX MONTHSED 30 
  JUNE 2023 
 Balance at 1 
  January 
  2023                         1,017       89,508            9,434         2,703       (461)      5,340        107,541 
 
 Profit for the 
  period                           -            -                -             -       2,083          -          2,083 
 Other comprehensive 
  loss                             -            -          (3,973)             -           -          -        (3,973) 
                      --------------  -----------  ---------------  ------------  ----------  ---------  ------------- 
 Total comprehensive 
  loss                             -            -          (3,973)             -       2,083          -        (1,890) 
 
 Share-based 
  payments                         -            -                -           526           -          -            526 
 Share options 
  forfeited                        -            -                -          (76)          76          -              - 
 Balance at 30 June 
  2023 (unaudited)             1,017       89,508            5,461         3,153       1,698      5,340        106,177 
                      --------------  -----------  ---------------  ------------  ----------  ---------  ------------- 
 
 
 SIX MONTHSED 30 
  JUNE 2022 
 Balance at 1 
  January 
  2022 restated                1,017       89,508            3,206         1,454       6,931      5,340        107,456 
 
 Loss for the period               -            -                -             -     (2,874)          -        (2,874) 
 Other comprehensive 
  income                           -            -            4,272             -           -          -          4,272 
                      --------------  -----------  ---------------  ------------  ----------  ---------  ------------- 
 Total comprehensive 
  profit/(loss)                    -            -            4,272             -     (2,874)          -          1,398 
 
 Share-based 
  payments                         -            -                -           638           -          -            638 
                      --------------  -----------  ---------------  ------------  ----------  ---------  ------------- 
 Balance at 30 June 
  2022 
  restated 
  (unaudited)                  1,017       89,508            7,478         2,092       4,057      5,340        109,492 
                      --------------  -----------  ---------------  ------------  ----------  ---------  ------------- 
 
 INTERIM CONSOLIDATED STATEMENT OF CASH FLOW 
  For the period ended 30 June 2023 
------------------------------------------------------------------------------------------------------- 
 
                                                                   Unaudited                  Unaudited 
                                                                    6 months                   6 months 
                                                                       ended                      ended 
                                                                     30 June                    30 June 
                                                                        2023                       2022 
                                                                                               Restated 
                                                                      GBP000                     GBP000 
 Cash flows from operating 
  activities 
 Profit/(loss) before income 
  tax                                                                  3,803                      (189) 
 Depreciation charges                                                  3,361                      2,950 
 Amortisation charges                                                  3,252                      3,445 
 Share based payments                                                    526                        638 
 Earn out on acquisitions                                                366                        770 
 Exchange adjustments on borrowings                                  (1,210)                      1,585 
 Share of loss from associate                                              4                          1 
 Finance costs                                                         2,103                      1,371 
 Finance income                                                        (145)                       (39) 
                                                                                  --------------------- 
                                                                      12,060                     10,532 
 Decrease/(increase) in inventories                                    5,809                    (1,203) 
 Increase in trade and other 
  receivables                                                        (5,503)                    (3,290) 
 (Decrease)/increase in trade 
  and other payables                                                   (866)                      2,688 
                                                                                  --------------------- 
 Cash generated from operations                                       11,500                      8,727 
 Interest paid                                                       (1,831)                    (1,353) 
 Tax paid                                                            (1,248)                    (2,646) 
                                                        --------------------      --------------------- 
 Net cash flow from operating 
  activities                                                           8,421                      4,728 
                                                        --------------------      --------------------- 
 
 Cash flows used in investing 
  activities 
 Purchase of intangible fixed 
  assets                                                               (124)                       (59) 
 Purchase of property plant 
  and equipment                                                      (1,361)                    (1,007) 
 Interest received                                                       145                         39 
                                                                                  --------------------- 
 Net cash flows used in investing 
  activities                                                         (1,340)                    (1,027) 
                                                        --------------------      --------------------- 
 
 Cash flow from financing 
  activities 
 Bank loan principal repayments 
  in period                                                          (1,010)                    (1,112) 
 New loans in the period                                                   -                      1,612 
 Movement in invoice discounting 
  facility                                                               599                      1,092 
 Loan transaction costs                                                 (70)                      (105) 
 Principal payments on leases                                        (1,999)                    (1,548) 
 Net cash flows used in financing 
  activities                                                         (2,480)                       (61) 
                                                        --------------------      --------------------- 
 
 Net increase in cash and 
  cash 
  equivalents                                                          4,601                      3,640 
 Cash and cash equivalents 
  at 
  beginning of the period                                             22,153                     22,024 
 Net foreign currency movements                                        (892)                      (485) 
                                                        --------------------      --------------------- 
 Cash and cash equivalents 
  at end of period                                                    25,862                     25,179 
                                                        ====================      ===================== 
 
 
 
 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS 
  For the period ended 30 June 2023 
--------------------------------------------- 
 
   1.      GENERAL INFORMATION 

INSPECS Group plc is a public company limited by shares and is incorporated in England and Wales. The address of the Company's principal place of business is Kelso Place, Upper Bristol Road, Bath BA1 3AU.

The principal activity of the Group in the period was that of design, production, sale, marketing and distribution of high fashion eyewear and OEM products worldwide.

   2.      ACCOUNTING POLICIES 

Going concern

Based on the Group's forecasts, the interim financial statements have been prepared on the going concern basis as the Directors have assessed that there is a reasonable expectation that the Group will be able to continue in operation and meet its commitments as they fall due over the going concern period to 30 September 2024.

The assessment has considered the Group's current financial position as follows:

-- The Group improved its cash position during the period with net debt including leasing dropping from GBP27.6m at 31 December 2022 to GBP22.7m at 30 June 2023.

   --      Cash generated from operations in the period amounted to GBP11.5m (2022 H1: GBP8.7m). 
   --      The Group balance sheet has net assets of GBP106.2m and net current assets of GBP36.9m. 

-- The Group's net debt excluding leasing improved by GBP4.9m in the six months to 30 June 2023.

The assessment has considered the current measures being put in place by the Group to preserve cash and ensure continuity of operations through:

-- Ensuring continuation of its supply chain, building on the benefit of having its own manufacturing sites and by securing alternative third-party supply lines.

-- Maintaining geographical sales diversification, focusing sales to online customers and seeking new revenue streams around the globe.

-- Ability to service both the major global retail chains and significant distribution to the independent eyewear market following the acquisitions completed over recent periods.

   --      Retaining cash for investment into the Group by not paying a dividend to shareholders. 

Basis of preparation

The interim consolidated financial statements for the six months ended 30 June 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting and with accounting policies that are consistent with the Group's Annual Report and Financial Statements for the period ended 31 December 2022.

Effective from 1 January 2023, the reporting currency of the Group was changed to GBP from USD to allow for greater transparency for investors and other stakeholders. Accordingly, comparative information is therefore also restated in GBP.

The comparative financial information for the period ended 30 June 2022 in this interim report does not constitute statutory accounts for that period under 434 of the Companies Act 2006 and is unaudited.

Accounting policies are included in detail within the latest Annual Report.

   3.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY 

The preparation of the Group's historical information requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or liabilities in the future.

Estimation uncertainty

In addition to the going concern section of note 2, the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are described below.

Right of return liability

Management applies assumptions in determining the right of return liability and the associated right of return asset. These assumptions are based on analysis of historical data trends, but require estimation of appropriate time periods and expected return rates. The right of return liability at the period end is GBP11,862,000 (31 December 2022: GBP10,613,000) in line with the accounting methodology used as at 31 December 2022.

   4.      SEGMENT INFORMATION 

The Group operates in three operating segments, which upon application of the aggregation criteria set out in IFRS 8 Operating Segments results in three reporting segments:

-- Frames and Optics product distribution.

-- Wholesale - being OEM and manufacturing distribution.

-- Lenses - being manufacturing and distribution of lenses.

The criteria applied to identify the operating segments are consistent with the way the Group is managed. In particular, the disclosures are consistent with the information regularly reviewed by the CEO and the CFO in their role as Chief Operating Decision Makers, to make decisions about resources to be allocated to the segments and to assess their performance.

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2023 are as below:

 
                         Frames    Wholesale               Lenses       Total before    Adjustments         Total 
                            and 
                         Optics                                         adjustments     & 
                                                                         &              elimination 
                                                                        eliminations 
                        GBP'000                 GBP'000      GBP'000         GBP'000        GBP'000        GBP'000 
 Revenue 
   External             100,220                   9,016        1,963         111,199              -      111,199 
   Internal               2,656                     906          106           3,668        (3,668)            - 
                  -------------   ---------------------   ----------   -------------   ------------   ---------- 
                        102,876                   9,922        2,069         114,867        (3,668)      111,199 
 Cost of sales         (51,174)                 (5,731)      (1,240)        (58,145)          4,093     (54,052) 
                  -------------   ---------------------   ----------   -------------   ------------   ---------- 
 
 Gross profit            51,702                   4,191          829          56,722            425       57,147 
 
 Expenses              (44,430)                 (3,304)      (2,077)        (49,811)        (2,781)     (52,592) 
                                                          ----------   -------------   ------------   ---------- 
 Operating 
  profit/(loss)           7,272                     887      (1,248)           6,911        (2,356)        4,555 
                                                          ----------   -------------   ------------ 
 Exchange 
  adjustment 
  on borrowings                                                                                            1,210 
 Finance costs                                                                                           (2,103) 
 Finance income                                                                                              145 
 Share of loss 
  of associates                                                                                              (4) 
 Taxation                                                                                                (1,720) 
                                                                                                      ---------- 
 Profit for the 
  period                                                                                                   2,083 
                                                                                                      ---------- 
 
 

Reported segments relating to the balance sheet as at 30 June 2023 are as follows:

 
                  Frames                 Wholesale               Lenses        Total                      Adjustments                         Total 
                   and                                                          before 
                       Optics                                                  adjustments                & elimination 
                                                                                & 
                                                                                 eliminations 
                             GBP'000                  GBP'000                                  GBP'000                    GBP'000 
                                                                    GBP'000                                                             GBP'000 
 
 Total assets                325,541                   62,385         9,955                    397,881                  (167,916)       229,965 
 Total 
  liabilities              (177,949)                  (6,040)      (13,836)                  (197,825)                    145,057      (52,768) 
               ---------------------   ----------------------   -----------   ------------------------   ------------------------   ----------- 
                             147,592                   56,345       (3,881)                    200,056                   (22,859)       177,197 
               ---------------------   ----------------------   -----------   ------------------------   ------------------------ 
 Deferred tax 
  asset                                                                                                                                   6,337 
 Deferred tax 
  liability                                                                                                                             (8,203) 
 Current tax 
  liability                                                                                                                             (2,400) 
 Borrowings                                                                                                                            (66,754) 
                                                                                                                                   ------------ 
 Group net 
  assets                                                                                                                                106,177 
                                                                                                                                   ------------ 
 
 

Total assets are the Group's gross assets excluding deferred tax asset. Total liabilities are the Group's gross liabilities excluding loans and borrowings, and deferred tax liability.

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2022 (restated) are as below:

 
                         Frames    Wholesale               Lenses       Total before    Adjustments         Total 
                            and 
                         Optics                                         adjustments     & 
                                                                         &              elimination 
                                                                        eliminations 
                        GBP'000                 GBP'000      GBP'000         GBP'000        GBP'000        GBP'000 
 Revenue 
   External              93,166                   9,919        1,724         104,809              -      104,809 
   Internal               2,892                   2,352          113           5,357        (5,357)            - 
                  -------------   ---------------------   ----------   -------------   ------------   ---------- 
                         96,058                  12,271        1,837         110,166        (5,357)      104,809 
 Cost of sales         (48,166)                 (6,712)      (1,491)        (56,369)          4,453     (51,916) 
                  -------------   ---------------------   ----------   -------------   ------------   ---------- 
 
 Gross profit            47,892                   5,559          346          53,797          (904)       52,893 
 
 Expenses              (42,133)                 (3,275)      (2,500)        (47,908)        (1,345)     (49,253) 
                                                          ----------   -------------   ------------   ---------- 
 Operating 
  profit/(loss)           5,759                   2,284      (2,154)           5,889        (2,249)        3,640 
                                                          ----------   -------------   ------------ 
 Exchange 
  adjustment 
  on borrowings                                                                                          (1,585) 
 Non-underlying 
  costs                                                                                                    (911) 
 Finance costs                                                                                           (1,371) 
 Finance income                                                                                               39 
 Share of loss 
  of associates                                                                                              (1) 
 Taxation                                                                                                (2,685) 
                                                                                                      ---------- 
 Loss for the 
  period                                                                                                 (2,874) 
                                                                                                      ---------- 
 
 

Reported segments relating to the balance sheet as at 31 December 2022 (restated) are as follows:

 
                  Frames                 Wholesale               Lenses        Total                      Adjustments                         Total 
                   and                                                          before 
                       Optics                                                  adjustments                & elimination 
                                                                                & 
                                                                                 eliminations 
                             GBP'000                  GBP'000                                  GBP'000                    GBP'000 
                                                                    GBP'000                                                             GBP'000 
 
 Total assets                327,596                   70,197        10,470                    408,263                  (173,328)       234,935 
 Total 
  liabilities              (179,578)                 (12,523)      (12,887)                  (204,988)                    151,354      (53,634) 
               ---------------------   ----------------------   -----------   ------------------------   ------------------------   ----------- 
                             148,018                   57,674       (2,417)                    203,275                   (21,974)       181,301 
               ---------------------   ----------------------   -----------   ------------------------   ------------------------ 
 Deferred tax 
  asset                                                                                                                                   7,007 
 Deferred tax 
  liability                                                                                                                             (9,548) 
 Current tax 
  liability                                                                                                                             (1,435) 
 Borrowings                                                                                                                            (69,784) 
                                                                                                                                   ------------ 
 Group net 
  assets                                                                                                                                107,541 
                                                                                                                                   ------------ 
 
 

Total assets are the Group's gross assets excluding deferred tax asset. Total liabilities are the Group's gross liabilities excluding loans and borrowings, and deferred tax liability.

Acquisition costs, finance costs and income, and taxation are not allocated to individual segments as the underlying instruments are managed on a Group basis.

Deferred tax and borrowings are not allocated to individual segments as they are managed on a Group basis.

Adjusted items relate to elimination of all intra-Group items including any profit adjustments on intra-Group revenues that are eliminated on consolidation, along with the profit and loss items of the parent company.

Adjusted items in relation to segmental assets and liabilities relate to the elimination of all intra-Group balances and investments in subsidiaries, and assets and liabilities of the parent company.

The revenue of the Group is attributable to the one principal activity of the Group.

Geographical analysis

The Group's revenue by destination is split in the following geographic areas:

 
 
                               Unaudited          Unaudited 
                          6 months ended     6 months ended 
                            30 June 2023       30 June 2022 
                                                   Restated 
                                 GBP'000            GBP'000 
 United Kingdom                   13,621             11,396 
 Europe (excluding 
  UK)                             52,161             52,278 
 North America                    37,428             34,457 
 South America                     1,315                349 
 Asia                              2,993              3,228 
 Australia                         3,515              3,033 
 Other                               166                 68 
                                          ----------------- 
                                 111,199            104,809 
                       =================  ================= 
 
 
 
   5.      EARNINGS PER SHARE 

Basic Earnings per Share ("EPS") is calculated by dividing the profit for the period attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period.

Diluted EPS is calculated by dividing the profit attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares, to the extent that the inclusion of such shares is not anti-dilutive. During the period to 30 June 2022 the Group made a loss; therefore, diluted EPS is not applicable as the impact of potential ordinary shares is anti-dilutive.

Basic earnings per share is GBP0.02 (30 June 2022: GBP(0.03)), with diluted earnings per share of GBP0.02 (30 June 2022: GBP(0.03)). The following table reflects the income and share data used in the basic and diluted EPS calculations:

 
                                      Basic weighted 
                                      average number        Total 
  6 months ended 30 June                 of Ordinary     earnings   Earnings per 
   2023                                Shares ('000)    (GBP'000)    share (GBP) 
--------------------------------  ------------------  -----------  ------------- 
  Basic EPS                                  101,672        2,083           0.02 
  Diluted EPS                                107,492        2,083           0.02 
  Adjusted PBT basic EPS                     101,672        6,878           0.07 
  Adjusted PBT diluted EPS                   107,492        6,878           0.06 
--------------------------------  ------------------  -----------  ------------- 
                                Basic weighted 
                                 average number       Total 
     6 months ended 30 June         of Ordinary    earnings  Earnings per 
      2022 (restated)             Shares ('000)   (GBP'000)   share (GBP) 
   ---------------------------  ---------------  ----------  ------------ 
     Basic EPS                          101,672     (2,874)        (0.03) 
     Diluted EPS                        107,028     (2,874)        (0.03) 
     Adjusted PBT basic EPS             101,672       7,530          0.07 
     Adjusted PBT diluted EPS           107,028       7,530          0.07 
   ---------------------------  ---------------  ----------  ------------ 
 
 
 
   Within INSPECS Group plc, each Ordinary share carries the right to 
   participate in distributions, as respects dividends and as respects 
   capital on winding up. 
 
   6.     TRADE AND OTHER RECEIVABLES 
 
 
                              Unaudited                Unaudited                 As at 
                                As at                      As at           31 December 
                            30 June 2023            30 June 2022                  2022 
                                                        Restated              Restated 
                                    GBP'000              GBP'000               GBP'000 
 Trade receivables                   26,298               25,038                22,670 
 Prepayments                          3,381                3,237                 2,267 
 Other receivables                    6,968                6,257                 6,207 
                                             ------------------- 
 
                                     36,647               34,532                31,144 
                       --------------------  -------------------  -------------------- 
 
   7.    TRADE AND OTHER PAYABLES 
 
                             Unaudited       Unaudited             As at 
                                                             31 December 
                                                                    2022 
                                                                Restated 
                                 As at           As at 
                               30 June         30 June 
                                  2023            2022 
                                              Restated 
                               GBP'000         GBP'000           GBP'000 
 Trade payables                 23,530          22,460            22,140 
 Amounts owed to related 
  parties                          185             185               198 
 Other payables                    798             483               464 
 Social security and 
  other taxes                    4,723           4,593             4,232 
 Royalties & provisions          3,216           5,656             4,073 
 Accruals                        6,469           6,798             8,046 
 
                                38,921          40,175            39,153 
                           -----------      ----------   --------------- 
 
 
   8.    NET DEBT 
 
                                 Unaudited                    Unaudited                       As at 
                                                                                        31 December 
                                                                                               2022 
                                     As at                        As at 
                                   30 June                      30 June 
                                      2023                         2022 
                                   GBP'000                      GBP'000                     GBP'000 
                                                               Restated                    Restated 
 Cash and cash equivalents                       25,862                     25,179                          22,153 
 Interest bearing borrowings 
  excl. leasing                                (46,449)                   (46,081)                        (48,300) 
 Invoice discounting                            (2,089)                     ( 708)                         (1,490) 
                                            -----------      ---------------------                 --------------- 
 Net debt excluding 
  leasing                                      (22,676)                   (21,610)                        (27,637) 
                                            -----------      ---------------------                 --------------- 
 
 Lease liability                               (18,216)                   (20,172)                        (19,994) 
 Net debt including 
  leasing                         (40,892)                     (41,782)                    (47,631) 
                      ====================                   ==========             =============== 
 
 
 
 
   9.    NON-UNDERLYING COSTS 

Non-underlying costs during the six months to 30 June 2022 related to accounting alignment of acquisitions which occurred in 2021 as well as work on ongoing acquisitions and restructuring.

   10.    SHARE-BASED PAYMENTS 

Certain employees of the Group are granted options over the shares in INSPECS Group. The options are granted with a fixed exercise price and have vesting dates of between one and three years after date of grant.

The Group recognises a share-based payment expense based on the fair value of the awards granted, and an equivalent credit directly in equity to share option reserve. On exercise of the shares by the employees, the Group is charged the intrinsic value of the shares by INSPECS Group plc and this amount is treated as a reduction of the capital contribution, and it is recognised directly in equity.

Share options outstanding at the end of the period have the following expiry date and exercise prices:

 
Grant date    Expected life   Exercise      Number of 
                    of        price per    share options 
                 options      option GBP 
 
 
11 October 2019     3-5 years  1.01    412,102 
27 February 
 2020               3-5 years  1.95  1,923,110 
22 December 
 2020               3-5 years  2.10  1,290,000 
26 February 
 2021               3-5 years  3.25    641,036 
21 June 2021        3-5 years  3.51     90,000 
31 August 2021      3-5 years  3.70    275,000 
23 December 
 2021               3-5 years  3.70    414,999 
28 February 
 2022               3-5 years  3.75    641,036 
 
   11.    RESTATED PROFIT/(LOSS) BEFORE TAX 

The 2022 Annual Report and Accounts included restated primary statements for the year to 31 December 2021 relating to a prior year adjustment concerning the treatment of contingent consideration payable on business combinations. The 30 June 2022 comparative primary statements have therefore also been restated within these interims, with the impact on profit before tax for the six months to 30 June 2022 being as follows:

 
                                                                         GBP'000 
 Profit before tax 30 June 2022 (converted 
  to GBP)                                                                  581 
 Adjustments relating to earn-out on contingent 
  consideration                                                          (770) 
                                                  ---------------------------- 
 Restated loss before tax 30 June 2022                                   (189) 
                                                  ---------------------------- 
 
 
 
   12.    POST BALANCE SHEET EVENTS 

Since the end of the interim period on 30 June 2023 there were no material events that the directors consider material to the users of these interim statements.

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IR SSDFMMEDSESU

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September 07, 2023 02:00 ET (06:00 GMT)

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