2 September 2024
Ashtead
Technology Holdings plc
("Ashtead Technology" or the
"Group")
Unaudited Half Year Results
for the Six-Months Ended 30 June 2024
Another record trading
performance with positive outlook unchanged
Ashtead Technology Holdings plc
(AIM: AT.), a leading subsea equipment rental and solutions
provider for the global offshore energy sector, announces its
unaudited results for the six months ended 30 June 2024 ("HY24" or
"the period").
Financial Performance (£'m)
|
HY24
|
HY23 (restated)*
|
% Movement
|
|
|
|
|
Revenue
|
80.5
|
49.8
|
61.4%
|
Gross profit
|
61.0
|
39.3
|
55.3%
|
Gross profit %
|
75.8%
|
78.8%
|
(299)bps
|
Adjusted EBITDA1
|
31.4
|
21.1
|
48.6%
|
Adjusted EBITDA %
|
39.1%
|
42.4%
|
(336)bps
|
Adjusted EBITA2
|
22.6
|
15.5
|
45.6%
|
Adjusted EBITA %
|
28.1%
|
31.1%
|
(304)bps
|
Adjusted profit before
tax3
|
19.6
|
14.1
|
38.6%
|
Adjusted basic earnings per
share
|
19.1p
|
14.0p
|
36.3%
|
Return on Invested Capital
(ROIC)4
|
25.3%
|
25.4%
|
(3)bps
|
Leverage5
|
1.2
|
0.7
|
|
Additional Statutory Accounting Measures
(£'m)
|
HY24
|
HY23
(restated)*
|
%
Movement
|
|
|
|
|
Operating profit
|
20.6
|
15.1
|
36.4%
|
Profit before tax
|
17.6
|
13.2
|
33.3%
|
Basic earnings per
share
|
16.7p
|
13.1p
|
27.5%
|
·
Strong year-on-year increase in revenue (61.4%)
driven by continued high demand across both offshore renewables and
offshore oil and gas
o 16% organic growth, outperforming underlying markets, and 47%
growth from the acquisition of ACE Winches that was completed
during H2 2023, with the delta due to FX headwind
o Offshore renewables revenue increased by 41.9% to £23.1m
(HY23: £16.3m)
o Offshore oil and gas revenue increased by 70.9% to £57.3m
(HY23: £33.5m)
·
Adjusted EBITA increased by 45.6% to £22.6m
(HY23: £15.5m) driven by top line growth with an adjusted EBITA
margin of 28.1% (HY23: 31.1%) in line with expectations
·
Increased adjusted basic earnings per share of
19.1p (HY23: 14.0p)
·
Delivered ROIC of 25.3% (HY23: 25.4%), well in
excess of our cost of capital
·
Robust balance sheet with net debt of £72.0m
(HY23: £26.4m) representing leverage of 1.2x (1.0x
proforma)
Operational Highlights and Outlook
·
Year to date investment of £16.4m in rental fleet
capital expenditure (HY23: £8.0m) with full year forecast of
£30m. Organic growth remains a key priority as we continue to
expand our capabilities and international reach
·
Promoted Brett Lestrange into the newly created
role of Chief Operating Officer as we continue to strengthen the
team at all levels through the organisation. Head count
increased from 527 to 559 through HY24
·
ACE Winches acquisition completed in November
2023, integration progressing well with strengthening sales
pipeline into 2025 and beyond
·
M&A continues to be a key element of the
strategy as we focus on broadening both our product and services
offering, and our geographic exposure to build a platform to
sustain medium term double digit organic revenue growth
·
The Board is encouraged by the Group's
performance in HY24 which gives us increased confidence on our full
year 2024 outturn and our expectations remain unchanged
Allan Pirie, Chief Executive
Officer, said:
"I am extremely pleased to deliver
another record trading performance as we build on the strong
momentum seen through 2023. We have continued to execute on
our strategy to expand the breadth and depth of our offering
through both organic and inorganic investment, increasing the
resilience and differentiated nature of our business
model.
The outlook for our business
remains positive given the strength of the global offshore energy
market and our continued investment to support longer term
growth. The Board is encouraged by the Group's performance in
HY24 which gives us increased confidence on our full year 2024
outturn and our expectations remain unchanged."
For further information, please contact:
Ashtead Technology
Allan Pirie, Chief Executive
Officer
Ingrid Stewart, Chief Financial
Officer
|
(via Vigo Consulting)
|
Vigo Consulting (Financial PR)
Patrick d'Ancona
Finlay Thomson
Verity Snow
|
Tel: +44 (0)20 7390
0230
ashteadtechnology@vigoconsulting.com
|
Numis Securities Limited (Nomad and Broker)
Julian Cater
George Price
Kevin Cruickshank (QE)
|
Tel: +44 (0)20 7260
1000
|
*See Note 1 for an explanation of the prior period
restatement. Negative impact on Adjusted EBITDA and Adjusted
EBITA in HY23 is £0.2m
1Adjusted EBITDA is defined
as operating profit adjusted to add back depreciation,
amortisation, foreign exchange movements and non-trading items as
shown in Note 18 of the HY24 accounts
2Adjusted EBITA is defined
as operating profit adjusted to add back amortisation, foreign
exchange movements and non-trading items as shown in Note 18 of the
HY24 accounts
3Adjusted profit before tax
is defined as profit before tax adjusted to add back amortisation,
foreign exchange movements and non-trading items as shown in Note
18 of the HY24 accounts
4Return on Invested Capital
(ROIC) is defined as LTM6 Adjusted EBITA divided by
Invested Capital. Invested capital is defined as average net
debt plus average equity
5Leverage is defined as net
debt divided by LTM Adjusted EBITDA
6LTM is defined as latest
twelve months to 30 June 2024
Notes to editors:
Ashtead Technology is a leading
subsea equipment rental and solutions provider for the global
offshore energy sector. Ashtead Technology's specialist
equipment, advanced-technologies and support services enable its
customers to understand the subsea environment and manage offshore
energy production infrastructure.
The Company's service offering is
applicable across the lifecycle of offshore wind farms and offshore
oil and gas infrastructure.
In the fast-growing offshore wind
sector, Ashtead Technology's specialist equipment and services are
essential through the project development, construction and
installation phases. Once wind farms are operational, Ashtead
Technology supports customers with inspection, maintenance and
repair ("IMR") equipment and services. In the more mature oil
and gas sector, Ashtead Technology's focus is on IMR and
decommissioning.
Headquartered in the UK, the Group
operates globally, servicing customers from its twelve facilities
located in key offshore energy hubs.
Cautionary Statement
This announcement contains certain
forward-looking statements, including with respect to the Group's
current targets, expectations and projections about future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements,
which sometimes use words such as "aim", "anticipate", "believe",
"intend", "plan", "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts and
reflect the directors' beliefs and expectations, made in good faith
and based on the information available to them at the time of the
announcement. Such statements involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results
or performance expressed or implied by the forward-looking
statement and should be treated with caution. Any
forward-looking statements made in this announcement by or on
behalf of Ashtead Technology speak only as of the date they are
made. Except as required by applicable law or regulation,
Ashtead Technology expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any changes in its expectations with regard thereto or any
changes in events, conditions or circumstances on which any such
statement is based.
CEO
STATEMENT
Ashtead Technology delivered
another record trading performance for the first six months of the
financial year, maintaining the strong momentum seen through
2023. We have continued to execute on our strategy to expand
the breadth and depth of our offering through both organic and
inorganic investment, increasing the resilience and differentiated
nature of our business model.
Revenue growth of 61% on the prior
year is split 16% organic growth and 47% from the ACE Winches
acquisition completed during H2 2023, offset by a FX
headwind. EBITDA and EBITA margins of 39% and 28%
respectively are in line with expectations and we have delivered an
EPS increase of 36% over the past 12 months.
Our markets
Market dynamics remain strong with
continued evidence of long-term structural growth. Rystad's
latest market forecast remains unchanged at 11% CAGR from 2023
through to 2027 with the total addressable market expected to reach
close to $3.5bn by 2027.
Ashtead Technology's customers
continue to increase the size and quality of their backlogs which
are extending in duration to 2026 and beyond as evidenced by
published backlogs from our larger listed customers. This
creates a multi-year growth runway for the business.
As the offshore energy market
evolves, Ashtead Technology's expanding geographical footprint,
fungible equipment fleet (>85% fungible across oil and gas and
renewables), own technology development credentials, and increasing
services capability, all position the business well to support the
growing international market.
Within oil and gas, the global
market remains very buoyant with global offshore greenfield
committed capex increasing by 65% in 2023 compared to the average
of the previous eight years. Overall, Rystad forecasts a 8% CAGR in
oil and gas markets with a 5% CAGR in decommissioning spend from
2023 through 2027.
Within offshore wind, activity
remains high with Rystad forecasting a 23% CAGR market growth in
the period 2023 through to 2027. The sector shows significant
promise with 2023 final investment decision (FID) activity reaching
record breaking capacity levels in Europe at 8.6GW, up from an
average 4.3GW in the previous three years despite cost inflation
and higher interest rates. Globally, excluding China, 2024
auction activity is forecast to hit a record 64.6GW, the majority
of which is in Europe. This provides Ashtead Technology with
significant confidence in the scale of the future opportunity given
our ability to provide support across the lifecycle of offshore
wind infrastructure.
Continuing organic growth investment
Our primary focus remains on
organic investment which continues to deliver strong revenue
growth.
The expansion of our new survey
and ROV tooling equipment operations in Norway during 2024 to
complement the acquired ACE Winches Norway operation is progressing
well with the recruitment of a local survey & robotics and ROV
tooling team to service the increasing opportunities in
country.
Brett Lestrange, who has been with
the business since 2017, was appointed to the new role of Chief
Operating Officer in July as we continue to strengthen the team at
all levels through the organisation. Brett joined Ashtead
Technology seven years ago and has extensive experience and a
proven track record in subsea technology. During H1 2024 we
have further increased global headcount by 6% to 559, enhancing
sales and technical capability to support future top line
growth. We have also expanded our in-house learning and
development team to further invest in our people through training
and competency development.
On capital expenditure, we have
invested £16.4m (HY23 £7.8m) during HY24 to increase our rental
fleet, and FY24 capital expenditure is still anticipated to be
£30m. Our acquisition of ACE Winches has significantly enhanced our
in-house design, engineering and manufacturing capability which has
enabled us to accelerate our mechanical solutions in-house capex
build programme.
We continue to broaden our range
of complementary equipment and services through both in-house
equipment design and supply chain partnerships, increasing our
offering to our customers and ensuring that we maintain our market
leading position.
M&A
M&A is also a key element of
the strategy as we focus on broadening our product and services
offering, and geographic exposure to build a platform to sustain
medium term double digit organic revenue growth.
The ACE Winches acquisition,
completed in November 2023, added critical lifting, pulling and
deployment capability to our expanding service offering.
Integration is on track, and, with the benefit of a broadened fleet
our sales teams are already seeing increasing traction with
customers as we seek to expand our packaged service offering to
them.
Sustainability
At the heart of our strategy is
maintaining our relevance in a changing offshore energy market and
ensuring that we support our customers, and the wider energy
sector, in achieving its energy transition targets. Offshore
renewables represented 29% of our revenues in HY24 with 42% growth
on HY23 revenues. A key part of our strategy is to acquire
businesses that have traditionally serviced the oil and gas market
and reposition them into offshore renewables leveraging Ashtead
Technology's customer network. ACE Winches revenues were
predominantly derived from oil and gas on acquisition and we are
already seeing an increase in renewables opportunities in the first
nine months of owning the business.
Outlook
The outlook for our business
remains positive given the strength of the global offshore energy
market, our continued investment to support organic growth and the
building of our M&A pipeline. The Board is encouraged by
the Group's performance in HY24 which gives us increased confidence
on our full year 2024 outturn and our expectations remain
unchanged.
Allan Pirie
Chief Executive Officer
CFO
STATEMENT
The Group has continued to deliver
strong financial performance through HY24 with revenue growth of
61%, split 47% growth from acquisitions and 16% organic growth,
offset by a small negative impact from FX. An EBITDA margin
of 39% and EBITA margin of 28% are in line with
expectations.
We grew our revenues from both
renewables and oil and gas with renewables representing 29% of our
business in HY24. Renewables revenue was 42% up on HY23,
while oil and gas growth was 71%. We continue our focus on
achieving 50% of our revenues from renewables within the medium
term, supported by the fungibility of our fleet and the expansion
of the ACE Winches offering into renewables, a market it has not
traditionally focussed on.
Organically, we saw our European
operations grow 9% compared to HY23 with Americas growing at 12%,
APAC at 19%, and Middle East significantly outperforming at 75%
revenue growth driven largely by an increase in market activity in
the region. All regions grew profits as we continue to invest
in broadening out our capability across all of our international
footprint.
Gross profit
The Group achieved gross profit of
£61.0m (HY23: £39.3m) and a gross profit margin of 75.8% (HY23:
78.8%). The gross margin was in line with expectations and
the reduction primarily driven by revenue mix. Our average
annualised cost utilisation decreased slightly to 44% (HY23:
45%).
Administration costs
Administration costs (excluding
depreciation, amortisation and exchange gain/loss) for HY24 were
£30.5m (HY23: £18.8m), a £11.7m increase on HY23 of which £8.4m was
due to the addition of ACE Winches. Excluding ACE Winches,
the largest increase resulted from payroll as we continue to scale
the business for further growth. Our headcount at June 2024
was 559 (HY23: 289), up 270 on June 2023 of which 203 were added
through the ACE Winches acquisition.
Profitability
Adjusted EBITA of £22.6m (HY23:
£15.5m) represents an EBITA margin of 28.1% compared to 31.1% in
HY23. The EBITA margin is in line with expectations with the
decrease on HY23 primarily driven by revenue mix. ROIC
remains significantly ahead of our cost of capital at
25.3%.
Finance costs of £3m (net)
compares to £1.9m in HY23. HY23 costs included a £0.5m
write-off of deferred finance costs due to the refinancing which
completed in April 2023. The increase in financing costs was
due to the ACE Winches acquisition which was funded entirely
through RCF draw.
Profit Before Tax of £17.6m
compares to £13.2m in HY23, an increase of 33%.
The tax provision for the period
was £4.3m (HY22: £2.8m) representing an effective tax rate of 24.2%
(HY23: 21.2%).
Adjusting for amortisation and
exceptional costs results in an Adjusted basic earnings per share
of 19.1p which compares to 14.2p in HY23.
Cash flow and balance sheet
Net cash generated from operating
activities was £9.7m, down from £12.9m in HY23 due to working
capital. Working capital represented 14% of trailing twelve
months revenues compared to 9% at June 2023. We expect
working capital to be back in line with the long term target of 10%
of TTM revenues by year end.
With the business continuing to
invest in organic growth and as a result of the final completion
accounts payment for ACE Winches, there was a net decrease in cash
of £5m in HY24. Overall net debt of £72m represents leverage
of 1.2x (1.0x proforma).
Continued investment in our
equipment rental fleet has resulted in an increase in fixed asset
net book value (NBV) from £69m at FY23 to £76m. Overall net
assets increased to £110.6m, up £26.2m on HY23.
Our full year dividend for 2023
was paid in May and in line with previous periods and as the
business continues its investment in growth, the Board has not
recommended an interim dividend for HY24. In line with
previous guidance the Board intends to continue its small,
progressive dividend policy as part of its full year
reporting.
Prior year restatement
As noted in our FY23 annual report
and accounts, the Group identified an error in application of IAS
38 "Intangible Assets". The correction of this error has resulted
in a negligible change (<£0.1m) to HY23 profit after tax but
results in a £1.4m reduction in intangible assets in our balance
sheet at HY23. Comparatives in the HY24 accounts have been
restated and further details are given in Note 1 of the
accounts.
Ingrid Stewart
Chief Financial Officer
RESPONSIBILITY STATEMENT OF
THE DIRECTORS IN RESPECT OF THE
HALF-YEARLY FINANCIAL
REPORT
The Directors of Ashtead
Technology Holdings plc (set out on page 36 and 37 of the latest
Annual Report and Accounts) confirm that to the best of their
knowledge:
•
the condensed consolidated set of financial
statements have been prepared in accordance with IAS 34 Interim
Financial Reporting as adopted for use in the UK;
•
the interim management report includes a fair
review of the information required by:
(i) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed consolidated set of financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
(ii) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By order of the Board of
Directors
Allan Pirie
|
Ingrid Stewart
|
Chief Executive Officer
|
Chief Financial Officer
|
1 September 2024
|
1 September 2024
|
Consolidated income
statement
for the six-month period ended 30
June 2024
|
|
Unaudited
six months to
30 June 2024
|
Unaudited
six months to
30 June 2023
(restated)*
|
Audited
year ended 31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Revenue
|
2
|
80,452
|
49,846
|
110,466
|
Cost of sales
|
2
|
|
|
|
Gross profit
|
2
|
60,982
|
39,273
|
86,298
|
Administrative expenses
|
2
|
(41,167)
|
(24,339)
|
(55,291)
|
Impairment loss on trade
receivables
|
2
|
−
|
(320)
|
(501)
|
Other operating income
|
2
|
|
|
|
Operating profit
|
2
|
20,623
|
15,122
|
31,210
|
Finance income
|
3
|
83
|
50
|
283
|
Finance costs
|
3
|
|
|
|
Profit before taxation
|
|
17,632
|
13,223
|
27,493
|
Taxation charge
|
4
|
|
|
|
Profit for the financial
period
|
|
|
|
|
|
|
|
|
|
Profit attributable to:
|
|
|
|
|
Equity shareholders of the
Company
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Basic
|
5
|
16.7
|
13.1
|
27.0
|
Diluted
|
5
|
|
|
|
|
|
|
|
| |
The below financial
measures are Alternative Performance Measures used by management
and are not an IFRS disclosure:
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA^
|
18
|
31,418
|
21,143
|
48,253
|
|
Adjusted
EBITA^^
|
18
|
22,579
|
15,506
|
36,224
|
|
Adjusted Profit After
Tax^^^
|
18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
*
See Note 1 for an explanation of the prior period
restatement.
^
Adjusted EBITDA is calculated as earnings before interest, tax,
depreciation, amortisation and items not considered part of
underlying trading including foreign exchange gains and losses, is
an Alternative Profit Measure used by management and is not an IFRS
disclosure. See Note 18 to the condensed consolidated interim
financial statements for calculations.
^^
Adjusted EBITA is calculated as earnings before interest, tax,
amortisation and items not considered part of underlying trading
including foreign exchange gains and losses, is an Alternative
Profit Measure used by management and is not an IFRS
disclosure. See Note 18 to the condensed consolidated interim
financial statements for calculations.
^^^ Adjusted
Profit After Tax is calculated as profit after tax adjusted for
amortisation and items not considered part of underlying trading
including foreign exchange gains and losses, all adjusted for tax,
is an Alternative Profit Measure used by management and is not an
IFRS disclosure. See Note 18 to the condensed consolidated
interim financial statements for calculations.
All results derive from continuing
operations.
Consolidated statement of
comprehensive income
for the six-month period ended 30
June 2024
|
Unaudited
six months to 30 June
2024
|
Unaudited
Six months to 30 June
2023
(restated)*
|
Audited
year ended
31 December 2023
|
|
£000
|
£000
|
£000
|
Profit for the period
|
13,361
|
10,424
|
21,579
|
Other comprehensive
(loss)/income:
|
|
|
|
Items that may be reclassified subsequently to profit or
loss
|
|
|
|
Exchange differences on translation
of foreign operations
|
|
|
|
Other comprehensive (loss)/income
for the period, net of tax
|
(118)
|
(1,098)
|
(554)
|
Total comprehensive
income
|
|
|
|
Total comprehensive income
attributable to:
|
|
|
|
Equity shareholders of the
Company
|
|
|
|
*
See Note 1 for an explanation of the prior period
restatement.
Consolidated balance
sheet
at 30 June 2024
|
|
Unaudited
as at
30 June
2024
|
Unaudited
as at
30 June
2023
(restated)*
|
Audited
as at
31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Non-current assets
|
|
|
|
|
Property, plant and
equipment
|
6
|
76,499
|
34,193
|
68,707
|
Goodwill
|
7
|
77,697
|
65,796
|
77,739
|
Intangible assets
|
7
|
15,886
|
3,985
|
17,709
|
Right-of-use assets
|
13
|
2,128
|
2,342
|
2,584
|
Deferred tax asset
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
8
|
4,630
|
2,679
|
4,064
|
Trade and other
receivables
|
9
|
44,925
|
24,616
|
32,015
|
Income tax recoverable
|
|
223
|
−
|
−
|
Cash and cash
equivalents
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
Trade and other payables
|
10
|
29,815
|
18,779
|
32,021
|
Income tax payable
|
|
−
|
1,827
|
2,207
|
Loans and borrowings
|
11
|
20
|
−
|
23
|
Lease liabilities
|
13
|
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Loans and borrowings
|
11
|
75,909
|
30,347
|
69,673
|
Lease liabilities
|
13
|
1,313
|
1,723
|
1,656
|
Deferred tax liability
|
|
9,198
|
2,076
|
9,018
|
Provisions for
liabilities
|
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
16
|
4,016
|
3,997
|
3,997
|
Share premium
|
16
|
14,115
|
14,115
|
14,115
|
Merger reserve
|
16
|
9,435
|
9,435
|
9,435
|
Share based payment
reserve
|
16
|
3,230
|
1,780
|
2,538
|
Foreign currency translation
reserve
|
16
|
(783)
|
(1,209)
|
(665)
|
Retained earnings
|
16
|
|
|
|
Total
equity
|
|
|
|
|
Total equity and
liabilities
|
|
|
|
|
*
See Note 1 for an explanation of the prior period
restatement.
Consolidated statement of changes
in equity
for the six-month period ended 30
June 2024
|
Share capital
|
Share premium
|
Merger reserve
|
Share based payment
reserve
|
Foreign currency translation
reserve
|
Retained earnings
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
At 1 January 2023 audited
originally presented
|
|
|
|
|
|
|
|
Correction of error
|
|
|
|
|
|
|
|
Restated balance at 1 January 2023
audited*
|
|
|
|
|
|
|
|
Profit for the period
|
−
|
−
|
−
|
−
|
−
|
10,424
|
10,424
|
Other comprehensive loss
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
|
Share based payment
charge
|
−
|
−
|
−
|
953
|
−
|
−
|
953
|
Issue of shares
|
18
|
−
|
−
|
−
|
−
|
(18)
|
−
|
Dividends paid
|
|
|
|
|
|
|
|
Restated balance at 30 June 2023
unaudited*
|
|
|
|
|
|
|
|
Profit for the period
|
−
|
−
|
−
|
−
|
−
|
11,155
|
11,155
|
Other comprehensive
income
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
|
Share based payment
charge
|
−
|
−
|
−
|
758
|
−
|
−
|
758
|
Tax on share based payment
charge
|
|
|
|
|
|
|
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
Profit for the period
|
−
|
−
|
−
|
−
|
−
|
13,361
|
13,361
|
Other comprehensive loss
|
|
|
|
|
|
|
|
Total comprehensive
income
|
|
|
|
|
|
|
|
Share based payment
charge
|
−
|
−
|
−
|
692
|
−
|
−
|
692
|
Tax on share based payment
charge
|
−
|
−
|
−
|
−
|
−
|
(209)
|
(209)
|
Issue of shares
|
19
|
−
|
−
|
−
|
−
|
(19)
|
−
|
Dividends paid
|
|
|
|
|
|
|
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
*
See Note 1 for an explanation of the prior period
restatement.
Notes to the consolidated interim
financial statements
1.
General information
Background
Ashtead Technology Holdings plc
(the "Company") is a public limited company incorporated in the
United Kingdom under the Companies Act 2006, whose shares are
traded on AIM. The condensed consolidated interim financial
statements of the Company for the six-month period ended 30 June
2024 comprise the Company and its interest in subsidiaries
(together referred to as the "Group"). The Company is
domiciled in the United Kingdom and its registered address is 1
Gateshead Close, Sunderland Road, Sandy, Bedfordshire, SG19 1RS,
United Kingdom. The Company registration number is
13424040.
Basis of preparation
The annual consolidated financial
statements of Ashtead Technology Holdings plc will be prepared in
accordance with UK-adopted International Accounting
Standards. These condensed consolidated interim financial
statements for the six-month period ended 30 June 2024 have been
prepared in accordance with UK adopted International Accounting
Standard ("IAS") 34, 'Interim Financial Reporting' and the
Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
The financial information for the
six-month period ended 30 June 2024 is unaudited. It does not
constitute statutory financial statements within the meaning of
Section 434 of the Companies Act 2006. This report should be
read in conjunction with the Group's Annual Report and Accounts as
at and for the year ended 31 December 2023 ("last Annual Report and
Accounts"), which were prepared in accordance with UK-adopted
International Accounting Standards. The last Annual Report
and Accounts have been filed with the Registrar of Companies and
are available from the Group's website (www.ashtead-technology.com).
The auditors' report on those accounts was unqualified, did not
draw attention to any matters by way of emphasis, and did not
contain a statement under 498(2) or 498(3) of the Companies Act
2006.
The condensed consolidated interim
financial statements unless otherwise stated are presented in
sterling, to the nearest thousand. The functional currency of
the Group is sterling.
The condensed consolidated interim
financial statements were approved by the Board of Directors on 1
September 2024.
Prior period
adjustment
During 2023, management has
re-evaluated the impact of the IFRIC guidance released during the
prior year relating to accounting for cloud-based Software as a
Service ("SaaS") arrangements. This guidance was incorrectly
applied in 2022, resulting in costs associated with a cloud-based
SaaS being capitalised and not expensed as incurred in the
consolidated income statement.
During the first half of 2023,
£269,000 was capitalised and amortisation of £263,000 was charged.
The H1 2023 Consolidated Income Statement and the Consolidated Cash
Flow Statement have been restated to recognise the impact of
£269,000 SaaS costs being recognised as an operating expense and
the reversal of £263,000 amortisation. The H1 2023
Consolidated Balance Sheet has been restated to derecognise the
impact of previously capitalised SaaS costs. A summary of the
impact, including taxation, is included in the following
table:
|
H1 2023 (previously
reported)
£000
|
Restatement
£000
|
H1 2023 Restated
£000
|
Consolidated income statement
|
|
|
|
Administrative expenses
|
(24,323)
|
(16)
|
(24,339)
|
Operating profit
|
15,138
|
(16)
|
15,122
|
Profit before taxation
|
13,239
|
(16)
|
13,223
|
Taxation charge
|
(2,799)
|
-
|
(2,799)
|
Profit for the financial year
|
10,440
|
(16)
|
10,424
|
Basic earnings per share
(pence)
|
13.1
|
-
|
13.1
|
Diluted earnings per share
(pence)
|
12.9
|
-
|
12.9
|
Consolidated balance sheet
|
|
|
|
Intangible assets
|
5,387
|
(1,402)
|
3,985
|
Trade and other
receivables
|
24,298
|
318
|
24,616
|
Total assets
|
141,187
|
(1,084)
|
140,103
|
Income tax payable
|
1,863
|
(36)
|
1,827
|
Deferred tax liability
|
2,241
|
(165)
|
2,076
|
Total liabilities
|
55,885
|
(201)
|
55,684
|
Retained earnings
|
57,184
|
(883)
|
56,301
|
Total equity
|
85,302
|
(883)
|
84,419
|
Total equity and liabilities
|
141,187
|
(1,084)
|
140,103
|
Consolidated cash flow statement
|
|
|
|
Profit before taxation
|
13,239
|
(16)
|
13,223
|
Amortisation
|
860
|
(263)
|
597
|
Cash generated before changes in
working capital
|
22,432
|
(279)
|
22,153
|
Increase in trade and other
receivables
|
(5,408)
|
10
|
(5,398)
|
Cash inflow from
operations
|
16,994
|
(269)
|
16,725
|
Net cash generated from operating
activities
|
13,202
|
(269)
|
12,933
|
Purchase of computer
software
|
(269)
|
269
|
-
|
Net cash used in investing activities
|
(8,855)
|
269
|
(8,586)
|
Accounting policies
The condensed consolidated interim
financial statements have been prepared in accordance with the
accounting policies set out on pages 69-77 of the last Annual
Report and Accounts.
Taxation
Tax on income in the interim
periods are accrued using management's best estimate of the
weighted average annual tax rate that would be applicable to
expected total annual earnings.
Critical accounting judgements
and estimates
In preparing these condensed
consolidated interim financial statements, management has made
judgements, estimates and assumptions that affect the application
of the accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ
from these estimates. Estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions to estimates
are recognised prospectively.
The area of judgement and estimate
which has the greatest potential effect on the amounts
recognised in these
financial statements is the provision for bad debts. This is
consistent with matters disclosed on page 77 of the last Annual
Report and Accounts.
Standards, amendments, and
interpretations not yet effective
A number of amendments and
interpretations have been issued which are not expected to have any
significant impact on the accounting policies and
reporting.
Standards and amendments
effective for the period
There are no new or amended
standards or interpretations from 1 January 2024 onwards that have
a significant impact on the accounting policies and
reporting.
Going concern
These condensed consolidated
financial statements of the Group are prepared on a going concern
basis. The Directors of the Group assert that the preparation
of the condensed consolidated financial statements on a going
concern basis is appropriate, which is based upon a review of the
future forecast performance of the Group for an eighteen-month
period ending 31 December 2025.
During the six months ended 30
June 2024 the Group has continued to generate positive cash flow
from operating activities, has a cash and cash equivalents balance
of £6,256,000 at 30 June 2024 (31 December 2023: £10,824,000) and
access to a multi currency RCF with total commitments of
£100,000,000. In addition, the Group has the ability to call
upon an additional accordion facility of £50,000,000 subject to
credit approval. The RCF and accordion facility expire in
April 2028. As at 30 June 2024 the RCF had an undrawn balance
of £23,063,000 and the £50,000,000 accordion facility was
undrawn.
The Facility Agreement is subject
to a leverage covenant of 3.0x and an interest cover covenant of
4:1, which are both to be tested on a quarterly basis. The
Group has complied with all covenants from entering the Facility
Agreement until the date of these financial statements.
The Group monitors its funding and
liquidity position throughout the period to ensure it has
sufficient funds to meet its ongoing cash requirements. Cash
forecasts are produced based on a number of inputs such as
estimated revenues, margins, overheads, collection and payment
terms, capex requirements and the payment of interest and capital
on its existing debt facilities. Consideration is also given
to the availability of bank facilities. In preparing these
forecasts, the Directors have considered the principal risks and
uncertainties to which the business is exposed.
Taking account of reasonable
changes in trading performance and bank facilities available, the
application of severe but plausible downside scenarios to the
forecasts, the cash forecasts prepared by management and reviewed
by the Directors indicate that the Group is cash generative and has
adequate financial resources to continue to trade for the
foreseeable future and to meet its obligations as they fall
due.
2.
Segmental analysis
The Chief Operating Decision Maker
(CODM) is determined as the Group's Board of Directors. The
Group's Board of Directors reviews the internal management reports
of each geographic region monthly as part of the monthly management
reporting. The operations within each of the regional
segments display similar economic characteristics. There are
no reportable segments which have been aggregated for the purpose
of the disclosure of segment information.
The Group operates in the
following four geographic regions, which have been determined as
the Group's reportable segments. The operations of each
geographic region are similar.
·
Europe
·
Americas
·
Asia-Pacific
·
Middle East
Unaudited for the six-month period ended 30 June
2024
|
Europe
|
Americas
|
Asia
Pacific
|
Middle
East
|
Head
Office
|
Total
|
|
|
|
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Total revenue
|
55,969
|
12,256
|
6,831
|
5,396
|
-
|
80,452
|
Cost of sales
|
(12,806)
--------
|
(3,841)
--------
|
(1,402)
--------
|
(1,421)
--------
|
-
--------
|
(19,470)
--------
|
Gross profit
|
43,163
|
8,415
|
5,429
|
3,975
|
-
|
60,982
|
Administrative expenses
|
(18,482)
|
(3,786)
|
(1,636)
|
(1,106)
|
(5,465)
|
(30,475)
|
Other operating
income**
|
482
--------
|
177
--------
|
70
--------
|
79
--------
|
-
--------
|
808
--------
|
Operating profit before depreciation, amortisation
and foreign exchange
gain/(loss)
|
25,163
|
4,806
|
3,863
|
2,948
|
(5,465)
|
31,315
|
Foreign exchange loss
|
|
|
|
|
|
(30)
|
Depreciation
|
|
|
|
|
|
(8,839)
|
Amortisation
|
|
|
|
|
|
(1,823)
--------
|
Operating profit
Finance income
Finance costs
|
|
|
|
|
|
20,623
83
(3,074)
--------
|
Profit before taxation
Taxation charge
|
|
|
|
|
|
17,632
(4,271)
--------
|
Profit for the financial
period
|
|
|
|
|
|
13,361
--------
|
Total assets
|
176,080
|
21,842
|
12,347
|
10,507
|
7,520
|
228,296
|
Total liabilities
|
27,535
|
4,897
|
1,722
|
1,071
|
82,642
|
117,867
|
Unaudited for the six-month period ended 30 June
2023
|
Europe
|
Americas
|
Asia
Pacific
|
Middle
East
|
Head
Office
(restated)*
|
Total
(restated)*
|
|
|
|
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Total revenue
|
32,675
|
8,775
|
5,314
|
3,082
|
-
|
49,846
|
Cost of sales
|
(6,191)
--------
|
(2,846)
--------
|
(945)
--------
|
(591)
--------
|
-
--------
|
(10,573)
--------
|
Gross profit
|
26,484
|
5,929
|
4,369
|
2,491
|
-
|
39,273
|
Administrative expenses
|
(8,624)
|
(2,781)
|
(1,805)
|
(751)
|
(4,831)
|
(18,792)
|
Other operating
income**
|
313
--------
|
51
--------
|
126
--------
|
18
--------
|
-
--------
|
508
--------
|
Operating profit before depreciation, amortisation and
foreign exchange gain/(loss)
|
18,173
|
3,199
|
2,690
|
1,758
|
(4,831)
|
20,989
|
Foreign exchange gain
|
|
|
|
|
|
367
|
Depreciation
|
|
|
|
|
|
(5,637)
|
Amortisation
|
|
|
|
|
|
(597)
--------
|
Operating profit
Finance income
Finance costs
|
|
|
|
|
|
15,122
50
(1,949)
--------
|
Profit before taxation
Taxation charge
|
|
|
|
|
|
13,223
(2,799)
--------
|
Profit for the financial
period
|
|
|
|
|
|
10,424
--------
|
Total assets
|
100,084
|
16,392
|
10,233
|
5,601
|
7,793
|
140,103
|
Total liabilities
|
17,678
|
4,662
|
2,038
|
837
|
30,469
|
55,684
|
*
See Note 1 for an explanation of the prior period
restatement.
**
Other operating income relates to the gain on
sale of property, plant and equipment and arises from compensation
from third parties for items of property, plant and equipment that
were lost, given up or damaged beyond repair by customers.
The gross compensation proceeds are disclosed in the consolidated
cash flow statement.
Audited for the year ended 31 December 2023
|
Europe
|
Americas
|
Asia
Pacific
|
Middle
East
|
Head
Office
|
Total
|
|
|
|
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Total revenue
|
71,601
|
19,343
|
11,186
|
8,336
|
-
|
110,466
|
Cost of sales
|
(13,730)
--------
|
(5,646)
--------
|
(2,140)
--------
|
(2,652)
--------
|
-
--------
|
(24,168)
--------
|
Gross profit
|
57,871
|
13,697
|
9,046
|
5,684
|
-
|
86,298
|
Administrative expenses
|
(18,909)
|
(6,516)
|
(3,950)
|
(1,978)
|
(11,208)
|
(42,561)
|
Other operating
income**
|
374
--------
|
53
--------
|
208
--------
|
69
--------
|
-
--------
|
704
--------
|
Operating profit before depreciation, amortisation
and foreign exchange
gain/(loss)
|
39,336
|
7,234
|
5,304
|
3,775
|
(11,208)
|
44,441
|
Foreign exchange gain
|
|
|
|
|
|
229
|
Depreciation
|
|
|
|
|
|
(12,029)
|
Amortisation
|
|
|
|
|
|
(1,431)
--------
|
Operating profit
Finance income
Finance costs
|
|
|
|
|
|
31,210
283
(4,000)
--------
|
Profit before taxation
Taxation charge
|
|
|
|
|
|
27,493
(5,914)
--------
|
Profit for the financial
period
|
|
|
|
|
|
21,579
--------
|
Total assets
|
167,063
|
17,293
|
9,991
|
7,012
|
12,335
|
213,694
|
Total liabilities
|
30,051
|
5,966
|
2,413
|
1,853
|
75,825
|
116,108
|
Central administrative expenses
represent expenditures which are not directly attributable to any
single operating segment. The expenditure has not been allocated to
individual operating segments.
The revenues generated by each
geographic segment almost entirely comprise revenues generated in a
single country. Revenues in the Europe, Americas, Asia Pacific and
Middle East segments are almost entirely generated in the UK, USA,
Singapore and UAE respectively. Revenues generated outside of these
jurisdictions are not material to the Group. The basis for the
allocation of revenues to individual countries is dependent upon
the facility from which the equipment is provided.
No single customer or group of
customers under common control account for 15% or more of Group
revenue.
The carrying value of non-current
assets, other than deferred tax assets, split by the country in
which the assets are held is as follows:
|
Unaudited
as at 30 June
2024
|
Unaudited
as at 30 June
2023
(restated)*
|
Audited
as at 31 December
2023
|
£000
|
£000
|
£000
|
UK
|
142,128
|
82,855
|
141,745
|
USA
|
14,596
|
11,456
|
13,111
|
Singapore
|
8,664
|
7,932
|
7,665
|
UAE
|
6,822
|
4,073
|
4,218
|
*
See Note 1 for an explanation of the prior period
restatement.
**
Other operating income relates to the gain on sale of property,
plant and equipment and arises from compensation from third parties
for items of property, plant and equipment that were lost, given up
or damaged beyond repair by customers. The gross compensation
proceeds are disclosed in the consolidated cash flow
statement.
3.
Finance income and costs
|
Unaudited
six months to 30 June
2024
|
Unaudited
six months to 30 June
2023
|
Audited
year ended
31 December 2023
|
Finance
income
|
£000
|
£000
|
£000
|
Bank interest
receivable
|
|
|
|
|
Unaudited
six months to 30 June
2024
|
Unaudited
six months to 30 June
2023
|
Audited
year ended
31 December 2023
|
Finance
costs
|
£000
|
£000
|
£000
|
Interest on bank loans (held at
amortised cost)
|
2,788
|
1,236
|
3,069
|
Amortisation of deferred finance
costs
|
171
|
650
|
805
|
Interest expense on lease liability
(Note 13)
|
60
|
63
|
124
|
Other interest and
charges
|
55
|
-
|
2
|
|
|
|
|
4.
Tax
The tax expense for the six-month
period ended 30 June 2024 is based upon management's best estimate
of the weighted average annual tax rate expected for each
jurisdiction for the full year ending 31 December 2024 applied to
the profit before tax for the interim period. The effective
tax rate for the six-month period ended 30 June 2024 is 24.2%
and the income tax expense is lower than the standard UK rate of
25% for the period due to lower tax rates in overseas
jurisdictions. The effective tax rate for the year ended 31
December 2023 was 21.5% and the income tax expense was lower than
the standard UK rate of 23.5% during 2023 (19% to 31 March 2023
increasing to 25% from 1 April 2023) due to lower tax rates in
overseas jurisdictions.
5.
Earnings per share
Basic earnings per
share
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of Ordinary Shares in
issue during the period.
Diluted earnings per
share
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 Group has potentially dilutive Ordinary Shares
arising from share options granted to employees under the share
schemes as detailed in Note 15 of these condensed consolidated
interim financial statements.
Adjusted earnings per
share
Earnings attributable to ordinary
shareholders of the Group for the period, adjusted to remove the
impact of adjusting items and the tax impact of these, divided by
the weighted average number of Ordinary Shares outstanding during
the period.
|
Unaudited
Adjusted
Six months
to 30 June 2024
|
Unaudited
Statutory
Six months to 30 June
2024
|
Unaudited
Adjusted
Six months
to 30 June 2023
(restated)*
|
Unaudited
Statutory
Six months to 30 June
2023
(restated)*
|
Audited
Adjusted
Year ended 31 December
2023
|
Audited
Statutory
Year ended
31 December 2023
|
Earnings attributable to equity
shareholders of the Group:
|
|
|
|
|
|
|
Profit for the period
(£000)
|
|
|
|
|
|
|
Number of shares:
|
|
|
|
|
|
|
Weighted average number of
Ordinary Shares at period end
|
80,098,710
|
80,098,710
|
79,798,317
|
79,798,317
|
79,873,733
|
79,873,733
|
Add dilutive effect of share based
payment plans
|
1,112,794
|
1,112,794
|
1,019,564
|
1,019,564
|
1,095,629
|
1,095,629
|
Weighted average number of
Ordinary Shares for calculating diluted earnings per share at
period end
|
|
|
|
|
|
|
Earnings per share attributable to
equity holders of the Group - continuing operations:
|
|
|
|
|
|
|
Basic earnings per share
(pence)
|
19.1
|
16.7
|
14.0
|
13.1
|
33.4
|
27.0
|
Diluted earnings per share
(pence)
|
|
|
|
|
|
|
*
See Note 1 for an explanation of the prior period
restatement.
**
Refer to Note 18 for the reconciliation of Alternative Performance
Measures.
6.
Property, plant and equipment
|
Assets held for rental
|
Assets
under construction
|
Leasehold improvements
|
Freehold property
|
Fixtures and fittings
|
Motor vehicles
|
Total
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cost:
|
|
|
|
|
|
|
|
At 1 January 2023
audited
|
129,073
|
-
|
2,365
|
197
|
4,531
|
339
|
136,505
|
Additions
|
8,033
|
-
|
24
|
-
|
192
|
-
|
8,249
|
Disposals
|
(4,487)
|
-
|
-
|
-
|
(6)
|
-
|
(4,493)
|
Foreign exchange
movements
|
(2,347)
|
-
|
(43)
|
-
|
(78)
|
(1)
|
(2,469)
|
At 30 June 2023
unaudited
|
|
|
|
|
|
|
|
Acquisitions
|
25,870
|
1,356
|
−
|
3,432
|
446
|
61
|
31,165
|
Fair value adjustment on
acquisitions
|
(798)
|
(909)
|
-
|
(486)
|
365
|
(16)
|
(1,844)
|
Additions
|
11,104
|
59
|
18
|
-
|
194
|
-
|
11,375
|
Disposals
|
(6,225)
|
-
|
(196)
|
-
|
(199)
|
(9)
|
(6,629)
|
Foreign exchange
movements
|
439
|
-
|
12
|
1
|
22
|
2
|
476
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
Additions
|
15,201
|
1,168
|
−
|
249
|
246
|
−
|
16,864
|
Disposals
|
(2,150)
|
-
|
−
|
−
|
(102)
|
(21)
|
(2,273)
|
Foreign exchange
movements
|
(1,357)
|
-
|
(14)
|
114
|
(1)
|
(10)
|
(1,268)
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
depreciation:
|
|
|
|
|
|
|
|
At 1 January 2023
audited
|
(98,956)
|
-
|
(1,829)
|
(76)
|
(3,597)
|
(235)
|
(104,693)
|
Charge for the period
|
(4,799)
|
-
|
(114)
|
(4)
|
(179)
|
(18)
|
(5,114)
|
Disposals
|
4,178
|
-
|
-
|
-
|
5
|
-
|
4,183
|
Foreign exchange
movements
|
1,929
|
-
|
36
|
1
|
61
|
(2)
|
2,025
|
At 30 June 2023
unaudited
|
|
|
|
|
|
|
|
Charge for the period
|
(5,475)
|
-
|
(110)
|
(22)
|
(199)
|
(19)
|
(5,825)
|
Disposals
|
5,811
|
-
|
196
|
-
|
163
|
8
|
6,178
|
Foreign exchange
movements
|
(344)
|
-
|
(10)
|
-
|
(27)
|
(1)
|
(382)
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
Charge for the period
|
(7,563)
|
-
|
(79)
|
(20)
|
(510)
|
(23)
|
(8,195)
|
Disposals
|
1,849
|
-
|
-
|
-
|
97
|
21
|
1,967
|
Foreign exchange
movements
|
666
|
-
|
12
|
17
|
(1)
|
3
|
697
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value:
|
|
|
|
|
|
|
|
At 31 December 2022
audited
|
|
|
|
|
|
|
|
At 30 June 2023
unaudited
|
|
|
|
|
|
|
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
7.
Goodwill and intangible assets
|
Goodwill
£000
|
Customer
relationships
£000
|
Trade
name
£000
|
Non-compete
arrangements
£000
|
Documented
processes
£000
|
Computer
software
(restated)*
£000
|
Total
£000
|
Cost:
Restated at 1 January 2023
audited*
|
66,043
|
8,863
|
−
|
482
|
−
|
2,647
|
78,035
|
Additions
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 30 June 2023
unaudited
|
|
|
|
|
|
|
|
Acquisitions
|
11,900
|
8,503
|
544
|
4,134
|
1,377
|
−
|
26,458
|
Additions
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
Additions
|
−
|
−
|
−
|
−
|
−
|
−
|
−
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
Amortisation:
|
|
|
|
|
|
|
|
Restated at 1 January 2023
audited*
|
−
|
(4,548)
|
−
|
(215)
|
−
|
(2,647)
|
(7,410)
|
Charge for the period
|
−
|
(549)
|
−
|
(48)
|
−
|
−
|
(597)
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 30 June 2023
unaudited
|
|
|
|
|
|
|
|
Charge for the period
|
−
|
(687)
|
(23)
|
(113)
|
(11)
|
−
|
(834)
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
Charge for the period
|
−
|
(1,159)
|
(136)
|
(459)
|
(69)
|
−
|
(1,823)
|
Foreign exchange
movements
|
|
|
|
|
|
|
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
Net book value:
|
|
|
|
|
|
|
|
Restated at 31 December 2022
audited*
|
|
|
|
|
|
|
|
Restated at 30 June 2023
unaudited*
|
|
|
|
|
|
|
|
At 31 December 2023
audited
|
|
|
|
|
|
|
|
At 30 June 2024
unaudited
|
|
|
|
|
|
|
|
*
See Note 1 for an explanation of the prior period
restatement.
Goodwill has arisen on the
acquisition of the following subsidiaries: Amazon Group Limited
(the parent company of the existing Ashtead Technology Group at the
time of acquisition in April 2016), TES Survey Equipment Services
LLC, Welaptega Marine Limited, Aqua-Tech Solutions LLC and its
subsidiary Alpha Subsea LLC, Underwater Cutting Solutions Limited,
WeSubsea AS and its subsidiary WeSubsea UK Limited, Hiretech
Limited and Rathmay Limited and its subsidiaries Alfred Cheyne
Engineering Limited, ACE Winches Inc, ACE Winches DMCC and ACE
Winches Norge AS, as well as the acquisition of the trade and
assets of Forum Subsea Rentals, a division of Forum Energy
Technologies (UK) Limited, Forum Energy Asia Pacific PTE Ltd and
Forum US, Inc.
The Group tests annually for
impairment, or more frequently if there are indicators that
goodwill might be impaired.
For each of the operating segments
to which goodwill has been allocated, the recoverable amount has
been determined on the basis of a value in use calculation.
In each case, the value in use was found to be greater than the
carrying amount of the group of CGUs to which the goodwill has been
allocated. Accordingly, no impairment to goodwill has been
recognised. The value in use has been determined by
discounting future cash flows forecast to be generated by the
relevant regional segment. The key assumptions on which
management has based its cash flow projections are the same as
those used in the last Annual Report and Accounts.
8.
Inventories
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Raw materials and
consumables
|
|
|
|
The cost of inventories recognised
as an expense and included in cost of sales during the period was
£4,657,000 (H1 2023: £3,282,000). The impairment gain
recognised as an expense during the period was £3,000
(H1 2023: £54,000 loss).
9.
Trade and other receivables
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
(restated)*
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Trade receivables
|
31,758
|
21,959
|
23,139
|
Prepayments
|
4,048
|
1,704
|
2,815
|
Contract assets
|
−
|
−
|
473
|
Accrued income
|
9,119
|
953
|
5,588
|
|
|
|
|
*
See Note 1 for an explanation of the prior period
restatement.
The Directors consider that the
carrying amount of trade receivable and accrued income approximates
to fair value. The impairment gain recognised as an expense
during the period was £14,000 (H1 2023: £320,000 loss).
10. Trade and other payables
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Trade payables
|
10,258
|
4,990
|
9,721
|
Accruals
|
19,557
|
13,789
|
22,300
|
|
|
|
|
The Directors consider that the
carrying amount of trade and other payables equates to fair
value. The amounts due to related parties bear no interest
and are due on demand.
11. Loans and borrowings
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
Current
|
£000
|
£000
|
£000
|
Bank loans (held at amortised
cost)
|
−
|
−
|
−
|
Finance lease liability
|
20
|
−
|
23
|
|
|
|
|
Non-current
|
|
|
|
Bank loans (held at amortised
cost)
|
75,909
|
30,347
|
69,665
|
Finance lease liability
|
−
|
−
|
8
|
|
|
|
|
At 30 June 2024 the bank loans
comprise a revolving credit facility of £76,937,000 (H1 2023:
£31,512,000) (of which (£3,937,000 is denominated in USD (H1 2023:
£5,512,000)) which during the period carried interest at SONIA plus
2.25%. The interest margin fluctuates between 2.25% and 3.25%
depending on leverage. The lenders are ABN AMRO Bank N.V., Citibank
N.A., Clydesdale Bank plc and HSBC Bank plc. The Facility
Agreement is subject to a leverage covenant of 3.0x and an interest
cover covenant of 4:1. The total commitments are £100,000,000
for the RCF with an additional £50,000,000 accordion facility
available subject to credit approval. As at 30 June 2024 the
RCF had an undrawn balance of £23,063,000 (H1 2023: £68,488,000)
and the £50,000,000 accordion facility was undrawn (H1 2023:
£50,000,000). A non-utilisation fee representing 35% of the
applicable margin (being 0.7875% during the period) is charged on
the non-utilised element of the RCF facility. The revolving
credit facility is fully repayable by April 2028.
Certain companies within the Group
are party to cross guarantees with respect to bank loans totalling
£76,937,000 (H1 2023: £31,512,000) advanced to Ashtead
Technology Limited and Ashtead Technology Offshore Inc. The
lenders have a floating charge over the assets of certain entities
within the Group.
At 30 June 2024 the finance lease
liability of £20,000 (H1 2023: £nil) relates to the financing of
certain IT equipment and carried interest at a fixed rate of
6.67%. The lender is Wesleyan Bank and will be repaid in full
by May 2025.
Bank loans are repayable as
follows:
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Within one year
|
−
|
−
|
−
|
Within one to two years
|
−
|
−
|
−
|
Within two to three
years
|
−
|
−
|
−
|
Within three to four
years
|
76,937
|
31,512
|
−
|
Within four to five
years
|
|
|
|
|
76,937
|
31,512
|
70,675
|
Deferred finance costs
|
(1,028)
|
(1,165)
|
(1,010)
|
|
|
|
|
Finance lease liability is
repayable as follows:
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Within one year
|
20
|
−
|
23
|
Within one to two years
|
−
|
−
|
8
|
|
|
|
|
12. Financing liabilities reconciliation
|
Audited
1 January 2023
|
Cash flows
|
Interest (paid) /
received
|
Other
non-cash changes
|
Changes in exchange
rates
|
Unaudited
30 June 2023
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
Cash at bank and in hand
|
|
|
|
|
|
|
|
Bank loans
|
(34,865)
|
4,855
|
−
|
(650)
|
313
|
(30,347)
|
Lease liabilities
|
|
|
|
|
|
|
Net debt
|
|
|
|
|
|
|
The non-cash movement relates to
the amortisation of deferred finance costs, accrual of finance
costs on lease liability and the addition of new leases during the
period.
|
Unaudited
30 June 2023
|
Cash flows
|
Acquisitions
|
Interest (paid) /
received
|
Other
non-cash changes
|
Changes in exchange
rates
|
Audited
31 December 2023
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
Cash at bank and in hand
|
|
|
|
|
|
|
|
|
Bank loans
|
(30,347)
|
(39,041)
|
−
|
(3,062)
|
2,907
|
(122)
|
(69,665)
|
Lease liabilities
|
(2,520)
|
571
|
(220)
|
(63)
|
(775)
|
197
|
(2,810)
|
Finance lease liability
|
|
|
|
|
|
|
|
Net debt
|
|
|
|
|
|
|
|
The non-cash movement relates to
the amortisation of deferred finance costs, accrual of finance
costs on lease liability and the addition of new leases during the
period.
|
Audited
31 December 2023
|
Cash flows
|
Interest (paid) /
received
|
Other
non-cash changes
|
Changes in exchange
rates
|
Unaudited
30 June 2024
|
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
£000
|
|
Cash at bank and in hand
|
|
|
|
|
|
|
|
Bank loans
|
(69,665)
|
(6,111)
|
(2,782)
|
2,611
|
38
|
(75,909)
|
Lease liabilities
|
(2,810)
|
772
|
−
|
(262)
|
17
|
(2,283)
|
Finance lease liability
|
|
|
|
|
|
|
Net debt
|
|
|
|
|
|
|
The non-cash movement relates to
the amortisation of deferred finance costs, accrual of finance
costs on lease liability and the addition of new leases during the
period.
13. Leases
Leases as lessee
The Group leases warehouses,
offices, and other facilities in different locations (UK, UAE,
Singapore, Canada, USA, Norway). The lease terms range from 2
to 15 years with an option to renew available for some of the
leases. The Group has elected not to recognise right-of-use
assets and lease liabilities for leases that are short-term and/or
of low-value items. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis
over the lease term.
Further information about leases
is presented below:
a) Amounts recognised in
consolidated balance sheet
Right-of-use assets
|
£000
|
Balance at 1 January 2023 audited
|
2,631
|
Additions to right-of-use
assets
|
108
|
Depreciation charge for the
period
|
(523)
|
Effects of movements in exchange
rates
|
126
------
|
Balance at 30 June 2023 unaudited
|
2,342
------
|
Additions to right-of-use
assets
|
962
|
Depreciation charge for the
period
|
(567)
|
Effects of movements in exchange
rates
|
(153)
------
|
Balance at 31 December 2023 audited
|
2,584
------
|
Additions to right-of-use
assets
|
202
|
Depreciation charge for the
period
|
(644)
|
Effects of movements in exchange
rates
|
(14)
------
|
Balance at 30 June 2024 unaudited
|
2,128
------
|
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
Lease liabilities:
|
£000
|
£000
|
£000
|
Current
|
970
|
797
|
1,154
|
Non-current
|
1,313
|
1,723
|
1,656
|
Total lease liabilities
|
|
|
|
|
b) Amounts recognised in the
income statement
|
Unaudited
six months to
30 June 2024
|
Unaudited
six months to
30 June 2023
|
Audited
year ended
31 December 2023
|
|
£000
|
£000
|
£000
|
Depreciation charge
|
644
|
523
|
1,090
|
Interest expense on lease
liability
|
60
|
63
|
124
|
Expenses relating to short-term
leases
|
154
|
119
|
254
|
Total amount recognised in the income
statement
|
|
|
|
c) Amounts recognised in the
cash flow statement
|
Unaudited
six months to 30 June
2024
|
Unaudited
six months to 30 June
2023
|
Audited
year ended
31 December 2023
|
|
£000
|
£000
|
£000
|
Total cash payments for
leases
|
|
|
|
|
14. Capital commitments
|
Unaudited
30 June 2024
|
Unaudited
30 June 2023
|
Audited
31 December 2023
|
|
£000
|
£000
|
£000
|
Capital expenditure contracted for
but not provided
|
|
|
|
15. Share based payments
IPO LTIP Awards
The IPO LTIP awards were granted
on 5 September 2022 and comprise three equal tranches, with the
first tranche vested on the publication of the annual report for
the year ended 31 December 2022, the second tranche vested on the
publication of the annual report for the year ended 31 December
2023 and the third tranche vesting on the publication of the annual
report for the year ended 31 December 2024. Certain senior
managers from various Group companies are eligible for nil cost
share option awards with Ashtead Technology Holdings plc granting
the awards. On exercise, the awards will be equity settled
with Ordinary Shares in Ashtead Technology Holdings plc. The
IPO LTIP share awards vesting is subject to the achievement of a
target annual Adjusted EPS and participants remaining employed by
the Group over the vesting period.
The outstanding number of IPO LTIP
awards at 30 June 2024 is 378,279 (30 June 2023:
1,011,329).
Share based payments
|
Tranche 1
|
Tranche 2
|
Tranche 3
|
Valuation model
|
Black-Scholes
|
Black-Scholes
|
Black-Scholes
|
Weighted average share price
(pence)
|
260.5
|
260.5
|
260.5
|
Exercise price (pence)
|
0
|
0
|
0
|
Expected dividend yield
|
0.76%
|
0.81%
|
0.85%
|
Expected volatility
|
41.93%
|
41.93%
|
41.93%
|
Risk-free interest rate
|
2.79%
|
3.14%
|
3.04%
|
Expected term (years)
|
0.67
|
1.67
|
2.67
|
Weighted average fair value
(pence)
|
259.2
|
257.0
|
254.7
|
Attrition
|
5%
|
5%
|
5%
|
Weighted average remaining
contractual life (years)
|
8.17
|
8.17
|
8.17
|
The expected volatility has been
calculated using the Group's historical market data history since
IPO in 2021.
Share based payments
|
Number of shares
|
Weighted average exercise price
(£)
|
Outstanding at beginning of the
period
|
1,011,329
|
−
|
Granted
|
−
|
−
|
Exercised
|
(633,070)
|
£7.595
|
Forfeited
|
−
|
−
|
Outstanding at the end of the
period
|
378,259
|
−
|
Exercisable at the end of the
period
|
12,346
|
−
|
Share-based payments expense
recognised in the consolidated income statement during the period
was £488,000 (H1 2023: £1,185,000), inclusive of employer's
national insurance contributions of £123,000 (H1 2023:
£214,000).
2023 LTIP Awards
The first 2023 LTIP scheme awards
were granted on 4 May 2023, with vesting on the announcement of the
annual results for the year ended 31 December 2025. Certain
senior managers from various Group companies are eligible for nil
cost share option awards with Ashtead Technology Holdings plc
granting the awards and on exercise, the awards will be equity
settled with Ordinary Shares in Ashtead Technology Holdings
plc. The share awards vesting is subject to the achievement
of agreed Adjusted EPS, ROIC and Total Shareholder Return ("TSR")
targets and participants remaining employed by the Group over the
vesting period. On 16 April 2024 new awards were granted
under the 2023 LTIP scheme and will vest on the announcement of the
annual results for the year ended 31 December 2026.
The outstanding number of awards
at 30 June 2024 is 664,605 (30 June 2023: 438,622).
Share based payments
|
EPS
|
ROIC
|
TSR
|
Valuation model
|
Black-Scholes
|
Black-Scholes
|
Monte Carlo
|
Weighted average share price
(pence)
|
379.0 / 687.0
|
379.0 / 687.0
|
379.0 / 687.0
|
Exercise price (pence)
|
0
|
0
|
0
|
Expected dividend yield
|
0.0%
|
0.0%
|
0.0%
|
Expected volatility
|
40.17% / 39.01%
|
40.17% / 39.01%
|
40.17% / 39.01%
|
Risk-free interest rate
|
3.71% / 4.31%
|
3.71% / 4.31%
|
3.71% / 4.31%
|
Expected term (years)
|
3.02 / 3.06
|
3.02 / 3.06
|
3.02 / 3.06
|
Weighted average fair value
(pence)
|
379.0 / 687.0
|
379.0 / 687.0
|
298.0 / 544.0
|
Attrition
|
5%
|
5%
|
5%
|
Weighted average remaining
contractual life (years)
|
8.84 / 9.79
|
8.84 / 9.79
|
8.84 / 9.79
|
The expected volatility has been
calculated using the Group's historical market data history since
IPO in 2021.
Share based payments
|
Number of shares
|
Weighted average exercise price
(£)
|
Outstanding at beginning of the
period
|
438,622
|
−
|
Granted
|
225,983
|
−
|
Exercised
|
−
|
−
|
Forfeited
|
−
|
−
|
Outstanding at the end of the
period
|
664,605
|
−
|
Exercisable at the end of the
period
|
−
|
−
|
Share-based payments expense
recognised in the consolidated income statement during the period
was £473,000 (H1 2023: £94,000), inclusive of employer's national
insurance contributions of £115,000 (H1 2023:
£13,000).
16. Share capital and reserves
The Group considers its capital to
comprise its called up share capital, share premium, merger
reserve, share based payment reserve, retained earnings and foreign
exchange translation reserve. Quantitative detail is shown in
the consolidated statement of changes in equity. The
Directors' objective when managing capital is to safeguard the
Group's ability to continue as a going concern in order to provide
returns for the shareholders and benefits for other
stakeholders.
Called up share capital
|
|
Unaudited
30 June 2024
|
|
Unaudited
30 June 2023
|
|
Audited
31 December 2023
|
Allotted,
called up and fully paid
|
No.
|
£000
|
No.
|
£000
|
No.
|
£000
|
Ordinary shares of £0.05
each
|
80,313,838
|
|
79,947,919
|
|
79,947,919
|
|
|
|
|
|
|
|
|
Ordinary share capital represents
the number of shares in issue at their nominal value. The
holders of Ordinary Shares are entitled to receive dividends as
declared from time to time and are entitled to one vote per share
at meetings of the Company.
On 16 April 2024, the Company
issued 365,919 newly authorised shares at a subscription price of
£0.05 (being the nominal value) to the Employee Benefit Trust in
anticipation of the vesting of the second tranche of IPO LTIP share
options. The shares are held by the Employee Benefit Trust on
the behalf of certain option holders and are non-voting until each
of the option holders choose to exercise their options at which
point they are transferred to the option holder and become voting
shares. As of 30 June 2024, 12,346 shares (H1 2023: 279,497)
were held by the Company's Employee Benefit Trust.
Share premium
Share premium represents the
amount over the par value which was received by the Group upon the
sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as
a result of the share for share exchange under which Ashtead
Technology Holdings plc became the parent undertaking prior to the
IPO. Under merger accounting principles, the assets and
liabilities of the subsidiaries were consolidated at book value in
the Group financial statements and the consolidated reserves of the
Group were adjusted to reflect the statutory share capital, share
premium and other reserves of the Company as if it had always
existed, with the difference presented as the merger
reserve.
Share based payment
reserve
The share based payment reserve is
built up of charges in relation to equity settled share based
payment arrangements which have been recognised within the
consolidated income statement.
Foreign currency translation
reserve
The assets and liabilities of
foreign operations, including goodwill and fair value adjustments
arising on consolidation, are translated to the Group's
presentational currency, sterling, at foreign exchange rates ruling
at the balance sheet date. The revenues and expenses of
foreign operations are translated at an average rate for each month
where this rate approximates to the foreign exchange rates ruling
at the dates of the transactions.
Exchange differences arising from
this translation of foreign operations are reported as an item of
other comprehensive income and accumulated in the translation
reserve, within invested capital. When a foreign operation is
disposed of, such that control, joint control or significant
influence (as the case may be) is lost, the entire accumulated
amount in the foreign currency translation reserve is recycled to
the income statement as part of the gain or loss on
disposal.
Retained earnings
The movement in retained earnings
is as set out in the consolidated statement of changes in equity.
Retained earnings represent cumulative profits or losses, net
of dividends and other adjustments.
17. Related parties
There were no transactions with
related parties, other than key management personnel, in the
six-month period ended 30 June 2024.
Compensation of key management personnel:
|
Unaudited
six
months
to 30 June
2024
|
Unaudited
six
months
to 30 June
2023
|
Audited
year ended
31 December
2023
|
|
£000
|
£000
|
£000
|
Salaries and fees
|
479
|
428
|
856
|
Bonus
|
578
|
530
|
530
|
Other benefits
|
46
|
38
|
77
|
Share based payment charges (Note
15)
|
533
|
756
|
1,369
|
Total
|
|
|
|
18. Reconciliation of Alternative Performance Measures
Reconciliation of Adjusted EBITDA
|
|
Unaudited
six months to 30 June
2024
|
Unaudited
six months
to
30 June
2023
(restated)*
|
Audited
year ended
31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Adjusted EBITDA
|
|
31,418
|
21,143
|
48,253
|
Cost associated with M&A
|
|
-
|
-
|
(2,533)
|
Restructuring costs
|
|
(103)
|
(20)
|
(216)
|
Software development
costs
|
|
-
|
(134)
|
(683)
|
Other exceptional costs
|
|
-
--------
|
-
-------
|
(380)
--------
|
Operating profit
before depreciation,
amortisation and
foreign exchange gain/(loss)
|
|
31,315
|
20,989
|
44,441
|
Depreciation on property, plant
and equipment
|
6
|
(8,195)
|
(5,114)
|
(10,939)
|
Depreciation on right-of-use asset
|
13
|
(644)
--------
|
(523)
--------
|
(1,090)
--------
|
Operating profit before amortisation and foreign exchange
gain/(loss)
|
|
22,476
|
15,352
|
32,412
|
Amortisation of intangible
assets
|
7
|
(1,823)
|
(597)
|
(1,431)
|
Foreign exchange
(loss)/gain
|
|
(30)
--------
|
367
-------
|
229
--------
|
Operating profit
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adjusted
EBITA
|
|
Unaudited
six months to 30 June
2024
|
Unaudited
six months to 30 June
2023
(restated)*
|
Audited
year ended 31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Adjusted EBITA
|
|
22,579
|
15,506
|
36,224
|
Cost associated with M&A
|
|
-
|
-
|
(2,533)
|
Restructuring costs
|
|
(103)
|
(20)
|
(216)
|
Software development
costs
|
|
-
|
(134)
|
(683)
|
Other exceptional costs
|
|
-
|
-
|
(380)
|
Amortisation of intangible
assets
|
7
|
(1,823)
|
(597)
|
(1,431)
|
Foreign exchange (loss)/gain
|
|
(30)
--------
|
367
-------
|
229
--------
|
Operating profit
|
|
|
|
|
18. Reconciliation of Alternative Performance Measures
(continued)
Reconciliation of Adjusted Profit Before
Tax
|
|
Unaudited
six months
to
30 June
2024
|
Unaudited
six months to 30 June 2023
(restated)*
|
Audited
year
ended
31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Adjusted Profit Before Tax
|
|
19,588
|
14,129
|
33,029
|
Cost associated with M&A
|
|
-
|
-
|
(2,533)
|
Restructuring costs
|
|
(103)
|
(20)
|
(216)
|
Software development
costs
|
|
-
|
(134)
|
(683)
|
Deferred finance costs write
off
|
|
-
|
(522)
|
(522)
|
Other exceptional costs
|
|
-
|
-
|
(380)
|
Foreign exchange
(loss)/gain
|
|
(30)
|
367
|
229
|
Amortisation of intangible
assets
|
7
|
(1,823)
--------
|
(597)
--------
|
(1,431)
--------
|
Profit before taxation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of Adjusted Profit After Tax
|
|
Unaudited
six months
to
30 June
2024
|
Unaudited
six months to 30 June
2023
(restated)*
|
Audited
year
ended
31 December
2023
|
|
Notes
|
£000
|
£000
|
£000
|
Adjusted Profit After Tax
|
|
15,292
|
11,181
|
26,664
|
Cost associated with M&A
|
|
-
|
-
|
(2,533)
|
Restructuring costs
|
|
(103)
|
(20)
|
(216)
|
Software development
costs
|
|
-
|
(134)
|
(683)
|
Deferred finance cost write
off
|
|
-
|
(522)
|
(522)
|
Other exceptional costs
|
|
-
|
-
|
(380)
|
Foreign exchange
(loss)/gain
|
|
(30)
|
367
|
229
|
Amortisation of intangible
assets
|
7
|
(1,823)
|
(597)
|
(1,431)
|
Tax impact of the adjustments
above
|
|
25
--------
|
149
--------
|
451
------
|
|
Profit for the financial period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Adjusted Profit After Tax is used to
calculate the Adjusted earnings per share in Note 5.
*
See Note 1 for an explanation of the prior period
restatement.