TIDMCMO
RNS Number : 1609Z
CMO Group PLC
12 May 2023
CMO Group Plc
("CMO" or "the Group")
Preliminary results for the year ended 31 December 2022
A year of revenue growth and company development
CMO Group Plc, the UK's largest online-only retailer of building
materials, today announces its preliminary results for the year
ended 31 December 2022.
CMO's vision is to be the retailer of choice for everyone
building or improving a house or home in the UK.
CMO is disrupting a GBP29 billion, predominantly offline, market
with a digital first proposition and market leading product choice,
supported by high quality customer service and technical
expertise.
Having grown to over 130,000 SKU's and a portfolio of specialist
SUPERSTORES, CMO has the leading product range driving organic
category authority. This, together with the unique dropship model
for delivery, is providing a different experience for its digital
native customers.
Financial and Trading Highlights
-- In a challenging year for retail, revenue increased by 9% to
GBP83.1m (2021: GBP76.3m) continuing to validate the model.
-- H2 revenue up by 9.3% to GBP42.3m (2021: GBP38.7m).
-- CMO outperformed the 6.9% increase in the builders merchant market in 2022 by 48%.
-- Online superstores LFL sales up 2% despite industry headwinds
and Total Tiles LFL contracted by -4% against a difficult
comparative.
-- Despite inflationary cost rises , gross margin maintained at
similar level to 2021, although Total Tiles margins declined due to
one off, previously reported, pricing management issue.
-- Adjusted EBITDA was GBP2.1m (2020: GBP3.7m).*
-- Operating profit of GBP0.6m 2022 (2021: GBP3.3m operating loss).
-- Adjusted earnings per share was 0.83p (2021: 2.28p).
*Adjusted EBITDA is defined as earnings before interest, tax,
depreciation, amortisation, foreign exchange, exceptional and
acquisition costs.
Balance sheet
-- Cash on the balance sheet of GBP6.2m (2021: GBP9.1m),
reflecting GBP3m deferred consideration paid during the year for
Total Tiles.
-- The net cash position at the year-end was GBP1.4m.
-- The cash generative nature of our operations, a flexible
banking partner, and an undrawn working capital facility of up to
GBP4m, provides the Group with a sound financial position and
sufficient headroom for continued Group development.
Non-financial metrics
-- Revenue per session grew 34% Y-o-Y with over 46% of orders
from repeat customers, highlighting brand loyalty.
-- Digital marketing costs are in line with expectations at c.5% of sales.
-- Customer acquisition remains balanced between paid and non-paid digital marketing.
-- Average order value grew by 18%.
-- Marketable database grew by 13% year on year.
-- Product catalogue increased to over 130,000 SKUs.
Operational progress
-- Plumbingsuperstore.co.uk launched in 2022 to serve c.GBP1.6bn
online plumbing, heating, and bathroom market.
-- All SUPERSTORES websites rebranded and redesigned.
-- CMO Trade recently rebranded Buildingsuperstore.co.uk and in 2022 grew revenues 33%.
-- Good Build Superstore developed in 2022 and launched in H1 2023.
2023 key strategic priorities - Q1 progress
-- Margin improvement: 91 basis points (3%) Vs FY 2022
-- Carriage cost control: 55% recovery improvement.
-- Overhead efficiency: 15% reduction in headcount.
-- Modest revenue growth: trading in first quarter of 2023 in
line with management expectations. 10% down against strong 2022
comparatives and a declining market, but 41% up on 3-year LFL, and
Group growth up 88%. Growth weighted towards H2, set against
backdrop of ongoing market volatility.
-- Brand consolidation: 5 to 2 . Integration of JTM Plumbing,
Clickbasin into PLUMBING SUPERSTORE and integration of Total Tiles
into TILE SUPERSTORE.
Dean Murray, CEO of CMO Group said:
"Despite the macroeconomic challenges in 2022, CMO continued to
grow sales, while also generating more repeat sales and increased
average order values, further validating its model and continuing
to disrupt the largely traditional builders merchant market.
Our strategy remains unchanged, and we are focused on continuing
to drive profitable sales growth through our existing SUPERSTORES
and through the creation of new channels. The launch of PLUMBING
SUPERSTORES represents a significant addition to our portfolio of
SUPERSTORES and allows us this year to capitalise on our previous
acquisitions of JTM Plumbing and Clickbasin.
The new financial year has begun in line with our expectations
however the economic situation remains challenging and the timing
of recovery in consumer confidence uncertain. As we continue to
expand our SUPERSTORE portfolio and market leading product offer,
the Board is confident that its proven model will deliver value for
shareholders in the short, medium, and long term."
12 May 2023
Enquiries:
CMO Group PLC Via Instinctif
Dean Murray, CEO
Jonathan Lamb, CFO
Liberum Capital Limited (Nominated Adviser Tel: +44 20 3100 2000
& Broker)
Andrew Godber
Lauren Kettle
Instinctif Partners
Justine Warren Tel: +44 20 7457 2010
Matthew Smallwood Tel: +44 20 7457 2005
Joe Quinlan Tel: +44 20 7866 7856
Chairman's statement
2022
Despite the well-publicised challenges for businesses and
citizens alike, the CMO team has delivered another year of growth
and development. During 2022, the world has been attempting to come
to terms with new challenges, including war in Europe, dramatically
higher energy costs, surging inflation, higher interest rates and
the resultant impacts on consumer spending patterns. As we would
expect with our focus on the building trade, we have not been
completely immune to the challenges, and profitability for the year
was impacted by rising costs, particularly carriage. The closing
result, with revenue up 9% to GBP83.1m and adjusted EBITDA* down
from GBP3.7m to GBP2.1m, reflects temporary lower margins as we
came to terms with the new trading environment and isolated pricing
management issue on Total Tiles. This was consistent with the
issues many businesses faced of managing rapidly increasing product
and logistics costs, although demand remained robust.
The success in growing sales demonstrates that our business
model continues to be valid with the broadest product choice
supported by dropship direct delivery from suppliers, low digital
marketing cost, differentiated shopping experiences, and excellent
customer service. These underpin growth and continue to drive
disruption of the building materials sector which lags on
transitioning to e-commerce.
Strategy
We continue to progress our strategy to provide customers with
everything they need to build or maintain their home, or their
client's home, available through a seamless and dedicated ecommerce
experience. We will, however, approach acquisitions with caution
until consumer confidence returns.
The plan for new organic stores remains on track with the
mid-year soft launch of Plumbingsuperstore.co.uk to address the
very substantial plumbing and bathrooms market, and plans for
further stores are in progress.
To promote the Superstore story, we have united all the stores
under fresh new branding making sure the customer gets a clear,
unified experience. To support this, CMO Trade has now been
rebranded BUILDING SUPERSTORE to provide a consolidated shopping
experience for our Trade customers. In a similar vein, to support
our retail consumers, in Q2 2023 we are launching the first phase
of GoodBuilds.co.uk, a brand-new webstore dedicated to helping them
confidently manage their home improvement project, and shop in one
inspirational place.
Our vision for a better world
The Board takes its governance responsibilities very seriously,
our approach to which is set out in the Corporate Governance
section of our Annual Report. We recognise that our
responsibilities are wide ranging, and as we grow we expect to
continuously evolve and improve governance towards the best
practices required of a larger business.
The Board, alongside our wider team and other stakeholders, is
determined that the Group plays its part in addressing climate
change, not only for the intrinsic value in doing so, but also to
enjoy the benefits of being part of the solution. We wish to treat
the process with integrity and are proud of the action taken to
date. The use of science-based targets to reduce our greenhouse gas
footprint and to help our customers choose more sustainable
products is well underway.
More detail on our approach to these matters can be found in the
Environmental, Social and Governance section of our Annual Report.
The report also constitutes the Group's first instalment of
reporting under the Task Force on Climate-related Disclosures.
Senior management and team
The Board is an experienced group of people and has become
increasingly effective the longer we are together. I thank them for
their contribution, guidance, and wise counsel.
Once again, I would like to express my sincere thanks to Dean
and all at CMO for meeting the challenges of steering a newly
floated business through some of the most difficult trading
environments most of them will ever have encountered.
Outlook
At the time of writing, war in Ukraine is even more entrenched
than 12 months ago, fuel prices and inflation have been at levels
not seen for decades and consumer confidence, which saw a slight
elevation at the tail end of the year, has returned to all-time
lows. Predicting the year ahead is no easier than it was last year,
but I remain confident that the CMO team will again use its
ingenuity, agility, and clear business model to create a
sustainable and profitable, long-term future.
Ken Ford
CEO's statement
Operational update and market overview
2022 was CMO Group's first full year of trading as a public
company since its AIM IPO in July 2021. While the demand challenges
created by war in Europe and spiralling energy costs, following
almost directly on from COVID-19, were obvious to almost all
sectors, CMO's model proved its resilience and sales grew by 9%
year-on-year to GBP83.1m. As we continue to disrupt the traditional
Builders Merchant market, we have made considerable progress and
have grown market share by 64% to 1.15% against pre-pandemic levels
and enhanced the digital marketable Database by 13% during
2022.
Our sales growth is even more commendable against a market
backdrop of reported decline. Our superstores improved
like-for-like sales by 2% and JTM plumbing, our acquisition in
October 2021 in the bathroom space, also contributed to revenue
growth too in its first full year under our ownership.
Total Tiles, acquired two years ago, experienced a 4% revenue
decline year-on-year against a difficult comparative, as bricks and
mortar competitors, compromised by lockdown closures throughout
2020 and 2021, were open all year and some consumers chose to
return to physical stores. This still represented growth of 8%
versus pre-pandemic/pre-acquisition.
Gross margin was maintained at similar levels to 2021. Maturing
verticals and acquisitions drove margin improvements across most of
the Group, however, Total Tiles saw a margin decline documented
throughout H2 , triggered by issues in the management of the
complex pricing data and compounded by sharply rising fuel costs,
both in production and transport. This has now been resolved and
structural changes have been made in the management team and
processes to ensure there can be no repeat.
EBITDA adjusted for earnings before interest, tax, depreciation,
amortisation, foreign exchange, exceptional and acquisition costs,
was GBP2.1m, down 43% on the prior year.
Implementing our strategy
The CMO strategy has been successful in growing the business and
remains unchanged: to provide our customers with everything they
need to build or maintain their home, or that of their client,
through a simple, convenient, and supported shopping experience. We
recognise that our customers prefer to shop through specialist
stores offering sound advice and our strategy is to continue adding
specialist stores, either organically or through acquisition.
As outlined previously, 2022 saw the delivery and soft launch of
Plumbingsuperstore.co.uk which will list all products from the
acquisitions of JTM Plumbing, Clickbasin and new ranges. Whilst
these have historically both been stocked businesses; we will keep
the balance of trade heavily skewed towards CMO's successful
dropship model and have introduced a broad range of dropship
sanitaryware and all peripheral bathroom products into this new
store. This gives us full access to UK's c.GBP800m online bathroom
market and the similar sized first fix plumbing market. It also
gives CMO's customers a convenient way to shop both.
To support the specialist verticals, we recognise the need for
Horizontals to support trade customers and the homeowner. CMO
Trade, recently rebranded Buildingsuperstore.co.uk, was launched in
2019 and continued its impressive growth trajectory in 2022,
gaining 31% on the prior year. On track for delivery in the first
half of 2023 is our specialist Horizontal for the homeowner -
Goodbuilds.co.uk, the project-based, inspiration-rich store for the
homeowner - is progressing well and we are excited about its
prospects to enhance the homeowner experience and service. These
horizontals will complete the supported shopping experience promise
and maintain CMO's position as a major disruptor in its market.
It's vitally important that CMO's customers know exactly who
they're shopping with and can do so with confidence. Hence, we've
rebranded all stores with a strongly identifiable theme, uniting
them under one brand umbrella and a new SUPERSTORE logo. This fresh
start to a unified brand will allow effective use of higher funnel
advertising reaching out to the less digitally focused Trade
consumer.
CMO continues to pursue an active acquisition pipeline to speed
up the achievement of its strategic goal but recognises the need
for cautious cash investment until the current economic climate
improves.
People and culture
CMO is dependent upon its loyal workforce who have remained
dedicated to the growth strategy through a protracted period of
economic challenge and change. They remain agile, energetic and
have a strong belief in our ability to disrupt the market. This has
been essential over the last three years of unpredictable economic
climate.
Culture is defined and set by the people in the business through
our programme which has seen very strong participation and
brand-supporting outcomes.
Providing widespread share ownership in the Group has been an
ambition and we are pleased that all employees have the opportunity
to become shareholders through our CSOP scheme launched in
2021.
Headwinds
CMO is, of course, not immune to the general decline in consumer
confidence caused by war in Ukraine, spiralling inflation and
rising interest rates. Inevitably the cost-of-living crisis will
continue to provide challenges for all retailers and therefore we
remain cautious, yet focused, on continuing to improve choice,
drive margins, and leverage our efficient positive working capital
model. Technical agility, diversity of product offering, and the
dedicated and experienced team of people have enabled us to reach
broader customer demographics in different ways which has allowed
the business to continue to grow. The growth in the SUPERSTORES
during 2022 evidences that CMO does have a tested and proven
business model that has disrupted the traditional market.
Looking to the future
We fully recognise that homeowners and tradespeople require
differing shopping experiences, hence the decision to launch
Goodbuilds.co.uk in H1 2023. As CMO moves into more
consumer-focussed products such as tiles and bathrooms, our Good
Builds offer will support the user journey through project-based
inspiration and purchasing. A stronger social media journey,
already gaining momentum and traction, will further support the
consumer, as will the limited but strategic recruitment into
marketing of visual merchandising skills.
Our plan, which revolves around making sure our customers can
easily shop for everything they need in the way they want to shop,
remains a clear focus and we remain on track.
Throughout the last three disrupted years, our market share has
continued to increase, and we have expanded further the range of
available products to over 130,000, by far the largest range in the
industry. We remain poised to benefit from the coming generation of
tech savvy customers whose time is precious and for whom online
purchasing is the norm.
All aspects of our model; broad range supported through dropship
supplier agreements, differentiated shopping experiences, low
digital marketing spend, agile staff and tech, and great customer
service, have supported us in growing market share and further
disrupting the traditional bricks and mortar model through very
challenging times.
As we enter a new financial year, the board is confident that
CMO will deliver continued growth in the years to come.
Dean Murray
Cautionary Statement
Certain statements in this trading update are forward-looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, we can give no
assurance that these expectations will prove to have been correct.
Because these statements contain risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward-looking statements. We undertake no obligation to
update any forward-looking statements, whether as a result of new
information, future events or otherwise.
Consolidated Statement of Total Comprehensive Income
FOR THE YEARED 31 DECEMBER 2022
31 Dec 31 Dec
2022 2021
GBP GBP
Revenue 83,072,635 76,339,771
Cost of sales (66,530,988) (60,996,550)
------------ ------------
Gross profit 16,541,647 15,343,221
Administrative expenses (15,913,839) (16,846,212)
Costs associated with AIM listing - (1,765,053)
------------ ------------
Operating profit/(loss) 627,808 (3,268,044)
Finance income 436 -
Finance expense (453,217) (1,153,508)
------------ ------------
Profit/(loss) before taxation 175,027 (4,421,552)
Taxation 191,951 65,600
Profit/(loss) for the year attributable to
owners of the parent 366,978 (4,355,952)
------------ ------------
Other comprehensive income for year - -
------------ ------------
Total comprehensive profit/(loss) for the
year attributable to owners of the parent 366,978 (4,355,952)
Earnings per share from continuing operations Pence Pence
attributable to owners of the parent:
Basic 0.51 (7.11)
============ ============
Diluted 0.51 (7.11)
============ ============
Adjusted basic earnings per share 0.83 2.28
============ ============
Adjusted diluted earnings per share 0.83 2.28
============ ============
Consolidated Statement of Financial Position
AS AT 31 DECEMBER 2022
31 Dec 31 Dec
2022 2021
GBP GBP
Assets
Non-current assets
Goodwill 20,445,122 19,413,122
Other intangible assets 2,967,848 2,691,735
Property, plant, and equipment 1,451,461 1,580,744
Right-of-use-assets 119,490 337,390
Deferred tax assets 324,449 128,860
Total non-current assets 25,308,370 24,151,851
------------ ------------
Current assets
Inventories 5,454,126 5,474,054
Trade and other receivables 2,731,988 2,942,236
Cash and cash equivalents 6,209,910 9,075,944
------------ ------------
Total current assets 14,396,024 17,492,234
------------ ------------
Total assets 39,704,394 41,644,085
------------ ------------
Liabilities
Current liabilities
Trade and other payables (16,325,520) (19,895,920)
Loans and borrowings (859) (2,839)
Lease liabilities (210,140) (311,192)
Current tax liabilities (253,579) (159,735)
------------ ------------
Total current liabilities (16,790,098) (20,369,686)
------------ ------------
Non-current liabilities
Loans and borrowings (4,787,678) (3,088,142)
Lease liabilities - (140,499)
------------ ------------
Total non-current liabilities (4,787,678) (3,228,641)
------------ ------------
Total liabilities (21,577,776) (23,598,327)
------------ ------------
Net assets 18,126,618 18,045,758
------------ ------------
Equity
Share capital 719,697 719,697
Share premium 25,873,451 25,873,451
Merger reserve (513,000) (513,000)
Share option reserve 133,630 419,748
Retained deficit (8,087,160) (8,454,138)
Total equity attributable to owners of the
parent 18,126,618 18,045,758
============ ============
Consolidated Statement of Changes in Equity
FOR THE YEARED 31 DECEMBER 2022
Notes Share Share Merger Reserve Share Option Retained Total
Capital Premium Reserve Deficit
GBP GBP GBP GBP GBP GBP
As at 1 January 2021 101 - - - (5,415,419) (5,415,318)
--------- ----------- --------------- ------------- ------------ ------------
Loss for the year - - - - (4,355,952) (4,355,952)
Total comprehensive loss for the
year - - - - (4,355,952) (4,355,952)
Transactions with owners
Issue of shares 719,596 25,873,451 - - - 26,593,047
Creation of merger reserve - - (513,000) - - (513,000)
Transfer to/ from profit and loss
account - - - (1,317,233) 1,317,233 -
Transfer to/ from share option
reserve - - - 1,736,981 - 1,736,981
Total transactions with owners 719,596 25,873,451 (513,000) 419,748 1,317,233 27,817,028
--------- ----------- --------------- ------------- ------------ ------------
As at 31 December 2021 719,697 25,873,451 (513,000) 419,748 (8,454,138) 18,045,758
========= =========== =============== ============= ============ ============
As at 1 January 2022 719,697 25,873,451 (513,000) 419,748 (8,454,138) 18,045,758
--------- ----------- --------------- ------------- ------------ ------------
Profit for the year - - - - 366,978 366,978
--------- ----------- --------------- ------------- ------------ ------------
Total comprehensive loss for the
year - - - - 366,978 366,978
--------- ----------- --------------- ------------- ------------ ------------
Transactions with owners
Share-based payment adjustments - - - (286,118) - (286,118)
--------- ----------- --------------- ------------- ------------ ------------
(286,118) - (286,118)
--------- ----------- --------------- ------------- ------------ ------------
As at 31 December 2022 719,697 25,873,451 (513,000) 133,630 (8,087,160) 18,126,618
========= =========== =============== ============= ============ ============
Consolidated Statement of Cash Flow
FOR THE YEARED 31 DECEMBER 2022
31 Dec 31 Dec
2022 2021
GBP GBP
Cash flows from operating activities 2,443,251 (1,857,167)
Investing activities
Payments to acquire intangible fixed assets (1,277,763) (603,385)
Payments to acquire tangible fixed assets (68,893) (90,871)
Cash outflow on business combination (4,661,217) (2,186,810)
Net cash used in investing activities (6,007,873) (2,881,066)
----------- ------------
Financing activities
Receipts from issue of shares - 26,179,897
Receipts from borrowings draw downs 1,699,536 3,088,142
Repayment of borrowings - (3,230,533)
Repayment of shareholder loans - (17,747,577)
Repayment of lease liabilities (547,731) (340,999)
Interest paid on lease liabilities (66,062) -
Interest paid (387,155) (185,147)
Net cash generated from financing activities 698,588 7,763,783
----------- ------------
Net (decrease)/ increase in cash and cash
equivalents (2,866,034) 3,025,550
Cash and cash equivalents at beginning of
year 9,075,944 6,050,394
Cash and cash equivalents at end of year 6,209,910 9,075,944
=========== ============
Notes to the Financial Statements
Year Ended 31 December 2022
1. Summary of significant accounting policies
a. General information and basis of preparation of the financial statements
CMO Group Plc is a public company limited by shares incorporated
in the United Kingdom and registered in England and Wales.
CMO Group Plc was incorporated on 11 June 2021 and began trading
on 23 June 2021. The period to 31 December 2022 is the second
period of accounts for the Company.
The principal activity of the group is the provision of
construction materials through the group's websites, with a
digital-first proposition and market-leading product choice,
supported by high-quality customer service and technical
expertise.
The financial statements are presented in pound sterling which
is the functional currency of the group. Monetary amounts in the
financial statements are rounded to the nearest GBP1.
b. Basis of preparation
The financial information contained within this preliminary
announcement for the years to 31 December 2022 and 31 December 2021
does not comprise statutory financial statements within the meaning
of section 435 of the Companies Act 2006. The financial statements
for the year ended 31 December 2021 have been delivered to the
Registrar of Companies and those for the year ended 31 December
2022 will be delivered following the Company's Annual General
Meeting. The auditors have reported on the 2021 and 2022 financial
statements; their reports were unqualified, did not included a
reference to any matters to which the auditors drew attention by
way of emphasis without qualifying the report and did not contain a
statement under Section 498 (2) or (3) of the Companies Act
2006.
The preliminary announcement has been prepared in accordance
with UK-adopted International Financial Reporting Standards
("IFRS") including standards and interpretations issued by the
International Accounting Standards Board. Whilst the financial
information included in this preliminary announcement has been
prepared in accordance with IFRS, this announcement does not itself
contain sufficient information to comply with IFRS.
The consolidated and Company financial statements have been
prepared on a going concern basis. The Group generated adjusted
EBITDA before exceptional costs of GBP2.3m for the year compared to
GBP3.7m in 2021 with a profit for the year of GBP0.4m compared to a
loss of GBP4.4m in 2021. The Group has net current liabilities of
GBP2,644,744 (2021: GBP2,877,452) at the year end, however this was
expected by the directors whilst the Group continues to reinvest in
growth. The secured rolling cashflow facility to support future
growth plans provides headroom to ensure that there are sufficient
cash resources to enable the Group to meet all liabilities as they
fall due. The Group has revolving credit facilities with Clydesdale
Bank plc totalling GBP10,000,000 of which GBP6,000,000 can be used
for financing permitted acquisitions and GBP4,000,000 can be used
for working capital. The carrying amount at the year-end is
GBP4,787,678.
The directors are continuing to identify acquisitions as well as
focussing on the continuation of the organic growth experienced in
recent years. New acquisitions have been brought onto the Group's
platforms and significant synergies are expected to be achieved
over the coming year from the recent acquisitions. The directors
expect continued growth in gross profits and operating profits in
2023.
The directors are confident that the measures they have
available will result in sufficient working capital and cash flows
to continue in operational existence. Taking these matters in
consideration, the Directors continue to adopt the going concern
basis of accounting in the preparation of the financial
statements.
2. Profit for the year
Profit/(loss) for the year has been arrived at after charging
(crediting):
31 Dec 31 Dec
2022 2021
GBP GBP
Depreciation of owned property, plant and equipment,
and other leases 206,978 474,649
Depreciation of leased property, plant, and
equipment - 8,871
Depreciation expense on right-of-use assets 512,080 245,499
Amortisation of intangible assets 1,088,650 698,161
Acquisition and other costs 156,349 635,741
(Gain)/expense on share-based payment (286,118) 419,748
Wages and salaries 6,435,439 5,431,846
Social security 640,123 512,484
Cost of defined contribution scheme 132,450 144,905
Costs associated with AIM listing - 1,765,053
Exceptional payroll costs 73,586 2,938,374
Costs associated with AIM listing include consultancy, legal and
professional fees incurred in relation to the listing of CMO Group
PLC on 8 July 2021.
3. Cash and Cash equivalents
For the purposes of the statement of cash flows, cash, and cash
equivalents include cash on hand and in banks and investments in
money market instruments. Cash and cash equivalents at the end of
the financial year as shown in the statement of cash flows can be
reconciled to the related items in the statement of financial
position as follows:
Group Company
31 Dec 31 Dec 31 Dec 31 Dec
2022 2021 2022 2021
GBP GBP GBP GBP
Cash and bank balances 6,209,910 9,075,944 91,308 57,192
========== ========== ======= =======
4. Loans Borrowings and Other Payables
Group Company
31 Dec 31 Dec 31 Dec 31 Dec
2022 2021 2022 2021
GBP GBP GBP GBP
Non - current
Bank borrowings 4,787,678 3,088,142 4,787,678 3,088,142
4,787,678 3,088,142 4,787,678 3,088,142
========== ========== ============ ============
Group Company
31 Dec 31 Dec 31 Dec 31 Dec
2022 2021 2022 2021
GBP GBP GBP GBP
Current
Hire purchase contracts 859 2,839 - -
859 2,839 - -
========== =========== ============ ========
The directors consider the value of all financial liabilities to
be equivalent to their fair value. The Group's exposure to
liquidity and cash flow risk in respect of loans and borrowings is
disclosed in the financial risk management and impairment note.
5. Share Capital
31 Dec 2022 31 Dec 2021
No. GBP No. GBP
Ordinary shares of GBP0.01 each 71,969,697 719,697 71,969,697 719,697
=========== ======== =========== ========
There were no share issues in the year ended 31 December 2022.
During the year ended 31 December 2021 the following shares were
issued:
Date Class No GBP
11 June 2021 Ordinary shares of GBP0.01 5,000,000 50,000
01 July 2021 Ordinary shares of GBP0.01 46,310,056 463,101
08 July 2021 Ordinary shares of GBP0.01 20,659,641 206,596
----------- --------
71,969,697 719,697
Shares issued on 11 June 2021 and 1 July 2021 were issued as
part of a shares for share exchange with the shareholders of
CMOStores Group Limited. GBP1.32 per share was paid for shares
issued on 8 July 2021. All other issues were at par value.
6. Earnings Per Share
The calculation of the basic and diluted earnings per share is
based on the following:
31 Dec 31 Dec
2022 2021
Earnings GBP GBP
Net profit/(loss) attributable to equity
holders of the parent for the purpose of
basic earnings per share calculation 366,978 (4,355,952)
Effect of dilutive potential ordinary shares - -
------- -----------
Earnings for the purposes of diluted earnings
per share 366,978 (4,355,952)
Add back: Exceptional payroll and other expenses 104,117 2,938,374
Add back: Costs associated with AIM listing - 1,765,053
Add back: Costs incurred directly related
to acquisitions and share option expenses 125,818 1,048,550
Adjusted earnings 596,913 1,396,025
======= ===========
31 Dec 31 Dec
2022 2021
Number of shares
Weighted average number of ordinary shares
for the purposes of basic earnings per share 71,969,697 61,271,965
Effect of dilutive potential ordinary shares 216,970 -
---------- ----------
Weighted average number of ordinary shares
for the purposes of diluted earnings per
share 72,186,667 61,271,965
========== ==========
7. Business Combinations
Acquisition completed in current year
On 6 June 2022, the Group acquired 100% of the equity
instruments of Whiteholme Limited, a UK based business, thereby
obtaining control. For the period to 31 December 2022, Whiteholme
Limited, generated revenue of GBP614,466 and profit after tax of
GBP31,531, these results were accounted for in accordance with
FRS102. These results were reviewed under IFRS convergence, and no
material differences identified. Had Whiteholme Limited been
consolidated from 1 January 2022, the consolidated statement of
comprehensive income would have included revenue of GBP1,205,285
and profit of GBP66,776.
Fair value adjustment on transition to
IFRS
Asset carrying value GBP
GBP Fair value
GBP
------------------------ --------------------------------------- ------------
Identifiable intangible assets - 87,000 87,000
Property, plant and equipment 9,632 - 9,632
Inventories 43,665 - 43,665
Trade and other receivables 1,243,812 - 1,243,812
Cash and cash equivalents 223,388 - 223,388
Trade and other payables (225,548) - (225,548)
Total fair value 1,294,949 87,000 1,381,949
------------------------ --------------------------------------- ------------
Consideration settled in cash - - 2,235,407
Fair value of deferred consideration - - 178,542
Goodwill - - 1,032,000
======================== ======================================= ============
Consideration transferred
The purchase agreement included a payment on completion and an
element of deferred consideration based on both a target net asset
value. The agreement includes an adjustment to the deferred
consideration calculated based upon the net current assets of
Whiteholme Limited at 1 June 2022. The deferred consideration is
payable on agreement of the new asset position as set out in the
draft accounts for Whiteholme for the period to 1 June 2022.
8. Changes in liabilities arising from financing activities
At January Financing cash At December
2022 flows Interest New leases 2022
GBP GBP GBP GBP Reclass GBP GBP
------------ ---------------- ----------- ----------- ------------- ------------
Long-term borrowings 3,088,142 1,312,381 387,155 - - 4,787,678
Short-term - - - - - -
borrowings
Other lease liabilities 2,839 (1,980) - - - 859
Lease liabilities 451,691 (613,793) 66,062 306,180 - 210,140
Total liabilities from
financing activities 3,542,672 696,608 453,217 306,180 - 4,998,677
------------ ------------ --------------- ----------- ------------- ------------
Financing cash At December
At January 2021 flows Interest New leases 2021
GBP GBP GBP GBP Reclass GBP GBP
---------------- ---------------- ----------- ----------- -------------- ----------------
Long-term
borrowings 20,080,008 (18,075,114) 1,083,248 - - 3,088,142
Short-term
borrowings 390,400 (390,400) - - - -
Lease liabilities 4,159 (1,320) - - - 2,839
Right-of-use asset
liabilities 734,591 (340,999) 58,099 - - 451,691
Total liabilities
from financing
activities 21,209,158 (18,807,833) 1,141,347 - - 3,542,672
---------------- ---------------- ----------- ----------- -------------- ----------------
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FR NKDBPPBKDFPD
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