International Distribution
Services plc
(Incorporated in England and
Wales)
Company Number: 8680755
LSE Share Code: IDS
ISIN: GB00BDVZYZ77
LEI:
213800TCZZU84G8Z2M70
21 November 2024
INTERNATIONAL DISTRIBUTION SERVICES plc (IDS or IDS plc) RESULTS
FOR THE 26 WEEKS ENDED
29 SEPTEMBER 2024
Despite difficult market
environment, Group
delivered revenue growth of
8.2% in the first half and returned to adjusted operating
profit.
Royal Mail transformation
delivering an improved financial and operational performance - on
track to deliver full year guidance3; GLS margin lower
compared to H1 2023-24 against a challenging economic and
regulatory backdrop; taking action through cost and efficiency
measures.
Adjusted measures (£m)1
|
26
weeks ended
29
September 2024
|
26
weeks ended
24
September 2023
|
Operating profit/(loss)
|
61
|
(169)
|
- Royal Mail
|
(67)
|
(319)
|
- GLS
|
128
|
150
|
Operating margin (%)
|
1.0%
|
(2.9)%
|
Basic loss per share
(pence)
|
-
|
(22.7)p
|
Free cash flow
|
(47)
|
(72)
|
Net debt
|
(1,894)
|
(1,532)
|
Reported measures (£m)1
|
|
|
Revenue2
|
6,343
|
5,862
|
- Royal Mail
|
3,921
|
3,541
|
- GLS
|
2,432
|
2,330
|
Operating loss
|
(26)
|
(243)
|
- Royal Mail
|
(138)
|
(383)
|
- GLS
|
112
|
140
|
Operating margin (%)
|
(0.4)%
|
(4.1)%
|
Basic loss per share (pence)
|
(2.6)p
|
(23.3)p
|
1. Reported results
are prepared in accordance with UK adopted International Financial
Reporting Standards (IFRS). In addition, the Group's performance is
explained through the use of alternative performance measures
(APMs) that are not defined under IFRS. A full list of the Group's
APMs are set out in the section titled 'Presentation of results and
alternative performance measures' and reconciliations to the
closest measure prescribed under IFRS are provided where
appropriate.
2. Includes
intragroup revenue, which represents trading between Royal Mail and
GLS, principally a result of Parcelforce Worldwide operating as
GLS' partner in the UK. This was £10 million in
H1 2024-25 and £9 million in the prior period.
3. The Royal Mail
Profit Forecast is a profit forecast for the purposes of Rule 28 of
the Takeover Code and the required confirmation of the IDS
Directors, together with the basis of preparation and assumptions,
is set out in Appendix 1 to this announcement.
4. The takeover
offer for 100% of the shares in IDS plc has been made by EP UK
Bidco Limited ("Bidco"). Bidco is ultimately controlled by EP
Corporate Group, a.s. ("EP Group").
Group
overview:
·
Revenue £6,343 million, up £481 million
year-on-year.
· Adjusted
operating profit1 of £61 million (H1 2023-24: loss of
£169 million), mainly due to significantly reduced loss in Royal
Mail.
·
Reported operating loss of £26 million (H1
2023-24: loss of £243 million), including an impairment of the
carrying value of Royal Mail of £134 million (H1 2023-24:
£nil):
o Impairment charge largely due to expected additional tax
burden reflected in a c. £120 million annual increase in employers
National Insurance from FY 2025-26 - a result of Royal Mail's role
as a major UK employer with c. 130,000 people - which is expected
to only be partially mitigated in the short term through pricing
and costs actions; additional initiatives being developed to fully
offset the impact over the long term.
·
Net debt increased to £1,894 million (£1,532
million September 2023); strong balance sheet maintained, ample
liquidity.
Royal Mail
overview:
·
Revenue growth of 10.7%:
o Good parcel revenue growth of 8.9%, despite weaker market than anticipated in
H1;
o Addressed letter volumes (ex. elections) down 5%
year-on-year. Letter revenue growth of 12.7%, with volume decline
more than offset by price, and positive impact from General
Election.
·
Further progress on modernisation and
transformation in H1, leading to an improving trajectory for
quality of service over the last 12 months:
o Deployed the biggest operational change for over 20 years,
changing frontline start times to enable the removal of half of
domestic flights, improve reliability, increase network capacity
and reduce emissions;
o Permanent employees on new contracts grew to over 19,000 at
the end of September (from c. 5,500 a year ago);
o Increased parcel automation: 84% end of September, continuing
to invest, c. 90% expected by March 2025;
o Innovation: digitally tagging parcel
containers in the network to improve visibility and
efficiency;
o Expansion of out of home: planned increase in drop off
locations to over 21,000 by end of March 2025, including c. 7,500
parcel shops (with Collect+) and c. 1,500 lockers through
partnerships and Royal Mail's own network.
·
Considerable change and investment still required
to transform Royal Mail and be financially sustainable
for the future, including real and urgent need to reform
Universal Service, which currently is hindering our
competitiveness.
GLS
overview:
·
Revenue growth of 4.4% year-on-year, driven by
B2C and cross-border.
·
Adjusted operating profit lower year-on-year due
to macroeconomic and regulatory pressures, particularly in Germany
and Italy. In response, implementing further pricing and efficiency
measures.
·
Other developed European markets and Canada
performing well.
·
Continuing to invest to support strategic
delivery:
o Expanding out of home network, with growth of 11% vs. March
2024, to c. 61,000 points;
o Improving digital propositions - new consignee app in Eastern Europe;
o Upgrading the network to drive productivity and growth, with
two new hubs open for peak;
o Growing our international business.
Outlook:
·
Royal Mail on track to return
to adjusted operating profit, before voluntary redundancy costs,
for FY 2024-253. However, fiscal and
regulatory backdrop is adding cost and inflexibility to the
business, making USO reform even more urgent.
· In GLS, the macro environment across Europe remains
challenging, with regulatory pressures in certain markets;
continued investment is required to deliver strategic ambitions and
support growth.
· Offer by EP UK
Bidco Limited4: as set out in the Offer document
published 26 June 2024, expected that Recommended Offer will become
or be declared unconditional in Q1 of calendar year 2025, subject
to required conditions being satisfied or waived.
Martin Seidenberg, Group Chief Executive Officer of IDS commented:
"The modernisation of the Royal Mail network continues at
pace, with innovation to improve our services to customers,
including the rapid expansion of our out of home footprint. As we
enter our busiest period, we are well prepared to deliver
Christmas, with around 4,000 new vehicles being delivered before
peak, 16,000 extra people, extended delivery hours until 8pm and
our growing network of parcel lockers and parcel
shops.
"We are delivering on the changes we can control, but the
cost environment is worsening just at the time when we need to
invest. As a major employer with around 130,000 permanent
employees, the changes to National Insurance will
disproportionately impact our business relative to competitors.
This makes Universal Service reform even more
urgent.
"GLS' flexible business model, diverse geographic footprint
and commitment to high quality has enabled it to navigate a
challenging environment. We are taking action to drive efficiencies
and control costs while continuing with our strategy to invest to
expand our out of home network, develop new digital solutions for
customers and upgrade the network to drive productivity and growth.
We are also expanding our global service offering across the US and
Asia-Pacific.
"I would like to thank all our colleagues across the Group
for their continued hard work, dedication to serving our customers
every day and the role they have played in the progress we have
made."
Results presentation
A results webcast for analysts and
institutional investors will be held at 9am
today, Thursday 21 November 2024 at https://www.internationaldistributionservices.com/en/investors/financial-results-presentations.
Enquiries:
Investor Relations
John Crosse
Email: investorrelations@ids-plc.com
Media Relations
Jenny Hall
Phone: 07776 993 036
Email: jenny.hall@royalmail.com
Greg Sage
Phone: 07483 421 374
Email: greg.sage@royalmail.com
Royal Mail press office:
press.office@royalmail.com
Company Secretary
Matthew Newman
Email: cosec@ids-plc.com
The person responsible for
arranging the release of this announcement on behalf of IDS plc is
Matthew Newman, Company Secretary.
GROUP OPERATING AND STRATEGIC REVIEW: Martin Seidenberg,
Group Chief Executive Officer
The market environment was
difficult during the first six months of the year, with
macroeconomic, regulatory and competitive headwinds. In the UK, we
continue to see cost of living pressures and falling consumer
confidence, which was reflected in a weaker than anticipated
parcels market. Across Europe, GDP growth is sluggish, with Germany
on the cusp of recession.
Despite this, the Group delivered
a good performance. Group revenue grew by £481 million year-on-year
to £6,343 million, driven by growth in both businesses. Group
reported operating loss was £26 million (H1 2023-24: £243 million
loss), including the reduction in the carrying value of Royal
Mail.
Adjusted operating profit was £61
million (H1 2023-24: £169 million loss) due to revenue growth and a
significant reduction in the loss at Royal Mail. We continue to
focus on what we can control: the transformation and modernisation
of Royal Mail and strategic delivery and mitigation of inflationary
pressures at GLS.
Royal Mail made good progress on
its modernisation agenda in H1, delivering operational change,
innovation and further expansion of our out of home footprint. But
considerable change and investment is still required, including the
real and urgent need to reform the Universal Service to make it
financially sustainable for the future.
GLS is implementing further
pricing and efficiency measures and yield management to mitigate
inflationary pressures and continuing to invest to support
strategic delivery. GLS also expanded its out of home network
during H1, launched new digital propositions, continued to upgrade
its network to drive productivity and growth and expanded its
international business.
Despite the difficult market
environment, Royal Mail remains on track to return to adjusted
operating profit, before voluntary redundancy costs, for FY
2024-253. However, there is an unfavourable fiscal and regulatory
backdrop into the future, adding cost and inflexibility to the
business. Changes to employers National Insurance will have a
material negative impact in FY 2025-26, and there is still no
certainty about the shape of reform of the Universal Service. In
GLS, the macroeconomic environment across Europe remains
challenging.
Royal Mail
We continue to implement the
Business Recovery, Transformation and Growth Agreement, building on
the progress already made. In the first half of the year
we:
·
Deployed the biggest
operational change to the business in over 20 years, with later
frontline start times. This allows us to remove half of our
domestic flights, with 14 out of the planned 18 flights now
stopped. This is good for both the environment and for quality of
service, improving reliability for customers and helping to meet
growing demand for next day deliveries, whilst reducing
emissions.
· Started
moving a limited number of larger sized parcels from Royal Mail to
Parcelforce Worldwide, important as the Parcelforce Worldwide
network is more efficient at handling larger parcels. Since 2017,
the average size of a parcel sent through the Royal Mail Network
has grown by over 29%, and larger sized parcels now account for c.
37% of all parcel traffic, up from c. 30% in 2017. This highlights
the need for further change and investment in our
network.
· Reduced
frontline hours by an average of two hours a week during the summer
with the roll-out of seasonal hours, to balance the additional two
hours a week our people worked during peak in 2023. Seasonal hours
is a key enabler to deliver efficiencies and make our resource more
flexible. We will again flex up resource from our fixed employee
base, through seasonal variation and overtime, during peak for
2024.
·
Further reduced sick absence rates. The average
over the first six months was 5.6%, down from 7.0% in the first
half of 2023-24. This has been achieved through successful
deployment of new attendance standards, a new sick pay policy in
the Autumn of 2023 and an improved wellbeing offer for all
colleagues.
· Increased the number of permanent colleagues on new, more
flexible contracts to over 19,000 at the end of September, from
around 5,500 a year ago and 13,000 in March 2024. This has helped
reduce our reliance on agency staff, which in turn helps to improve
quality.
Quality of service has continued
to improve over the past 12 months, for both commercial tracked and
Universal Service products, although there is clearly more to do.
We invested to support the delivery of the General Election in
July, with deliveries of postal votes 50% higher compared to the
2019 General Election, and 30% more candidate mail delivered
compared to 2019. Royal Mail is a very important part of the
democratic, electoral process and I'd like to thank all our
colleagues for helping to deliver it.
We're well placed for peak and
will be delivering later to 8pm for our customers, with 16,000
additional people joining for the festive period. A total 141,000
sqm of extra temporary space - equivalent to 20 football pitches -
has been created across the five seasonal parcel sort centres.
We're adding c. 5,000 new vehicles this financial year, with over
1,000 delivered in the first half and c. 3,000 more due before
peak, which will help support quality and reduce rental costs and
emissions.
Parcel automation has continued to
increase and was at 84% at the end of the period. Three more parcel
sorting machines have been installed in Plymouth, Exeter and Leeds,
and six large parcel conveyors have been installed across the
network, with five more to come into the network after peak. This
continued investment is expected to push automation to around 90%
by the end of the current financial year. We continue to optimise
our Parcel Hubs, with the throughput at our Midlands Parcel Hub now
at one million parcels per day, which around peak will increase to
1.1 million. We're also optimising our network by digitally
tracking parcels through the network which helps to improve
visibility and plan more efficiently. We will introduce AGVs
(automated guided vehicles) in our Parcel Hubs in the fourth
quarter. We need to maintain investment in the network to support
the multi-year transformation of Royal Mail, enable the business to
have the flexibility to adapt to a changing market and be able to
deliver future profitable growth.
We continue to make good progress
on our channel strategy and new growth initiatives. We are
expanding our out of home network, which will be important for
future long-term growth, to make sending
and receiving parcels as convenient as possible and give customers more choice to drop off and collect
parcels - from Collect+ Parcelshops, parcel lockers, doorstep
collection or Post Offices. Overall, Royal
Mail's out of home network is planned to increase to over 21,000
locations by the end of FY 2024-25, including around 7,500 parcel
shops with Collect+, and around 1,500 lockers through strategic
partnerships and Royal Mail's own locker network, which will launch
in the fourth quarter of FY 2024-25.
In October, Royal Mail
launched the UK's first Collective Defined
Contribution Pension Plan. The innovative scheme will offer over
100,000 Royal Mail employees a cash lump sum and an income in
retirement. It was designed and implemented together with the
Communications Workers Union and Unite CMA to provide the right
pension arrangement for our people and the business.
Turning to financial performance,
Royal Mail revenue increased 10.7%, reflecting growth in both
parcel and letter revenue.
Domestic parcel volumes (ex.
international) increased by 5%, with domestic parcel revenue up
8.9% year-on-year, reflecting price increases offset by mix,
with performance in the Consumer and Small
Business segment below expectations. The
overall parcel market was weaker than anticipated, with
ongoing cost of living pressures and
falling consumer confidence.
International parcel volumes,
including import and export parcels for Royal Mail and Parcelforce
Worldwide, showed strong growth of 37%, driven by strong import
volumes. International parcel revenue only grew by 9.1%
year-on-year, reflecting higher import volumes at a lower average
unit revenue and weaker performance from
exports, which have a higher than average unit revenue.
Total letter revenue grew by 12.7%
year-on-year, benefitting from price rises, necessary given the
costs of delivering the Universal Service, partially offset by volume decline and negative
mix. Letter revenue growth was also helped
by the earlier than expected General Election in July, which added
5.5 percentage points to growth.
Reported operating loss was £138
million (H1 2023-24: £383 million loss) and adjusted operating loss
reduced to £67 million (H1 2023-24: £319 million loss). In-year
trading cash outflow was £151 million (H1 2023-24: £166 million
outflow). Gross capital expenditure increased by £31 million to
£109 million, due to investment in our transformation and
network.
Further detail on financial
performance is included in the Financial Review.
GLS
At GLS, the macroeconomic and
competitive backdrop has been difficult, with regulatory headwinds
in certain markets.
However,
against that backdrop, GLS delivered robust revenue growth of 4.4%
in Sterling terms (6.3% in Euro terms), driven by parcel volume
growth and pricing. The first half benefitted from working day
effects, which if adjusted for, resulted in revenue growth of 2.6%
in Sterling terms (up 4.5% in Euro terms).
Parcel volumes increased by
4%, driven by B2C and cross-border, with
B2C accounting for 59% of total parcel volumes, compared to 57% in
the prior period.
Reported operating profit was £112
million (H1 2023-24: £140 million) and adjusted operating profit
was £128 million (H1 2023-24: £150 million) or €150 million (H1
2023-24: €173 million), reflecting macroeconomic and regulatory
pressures, including wage inflation, particularly in
Germany and Italy, and our ongoing strategic
investments, primarily in the expansion of our out of home
network. Foreign exchange movements also
resulted in a net decrease of £2 million in operating profit.
Adjusted operating profit margin declined by 110 basis points to
5.3%.
Whilst most GLS countries
delivered an improved performance year-on-year, in Germany and
Italy, two of GLS' larger markets, the market backdrop is
particularly challenging. In Germany, the economy is on the cusp of
recession, with ongoing wage inflation and regulatory pressures.
Revenue growth was 7.8% in Euro terms, benefitting from additional
working days and favourable price/mix effect, with underlying
volumes flat. However, operating profit fell due to the cost
pressures, including a minimum wage
increase and higher costs in linehaul and last mile delivery.
Initiatives to reduce costs, improve efficiency and increase yield
are underway.
In Italy, revenue grew by
3.4% in Euro terms, including working days effects. Operating profit declined
compared with the prior year due to wage inflation and regulatory
changes impacting the subcontractor base. We continue to take
action, implementing yield management and cost reduction measures,
alongside price increases.
Other markets are performing well,
with GLS Spain delivering strong organic revenue growth of
11.1% in Euro terms, driven by double-digit volume growth, benefitting from
additional capacity with the new Madrid hub. Operating profit also
increased compared with the prior year. GLS France revenue grew by
7.6% in Euro terms, driven by pricing, with strong growth in cross-border. The
new Paris hub is now open and will provide additional capacity in
advance of peak season, as well as improve efficiency and
quality.
The US business is performing in
line with expectations. Underlying revenue declined by 7.5% in USD
terms, and operating losses reduced compared with the prior year,
due to operational efficiencies and yield management. The freight
business was divested on 1 September, a key milestone in the
turnaround of the US business, to focus on the core parcel
operations, including leveraging
cross-border traffic between US, Europe and Canada.
GLS Canada organic revenues
increased by 4.4% in CAD terms due to growth in freight revenue and
parcel volumes. Operating profit also
increased.
In-year trading cash flow pre-IFRS
16 remained robust, at £72 million, which compared with £63 million
in the prior year. In-year trading cash flow was £113 million (H1
2023-24: £103 million).
Further detail on financial
performance is included in the Financial Review.
GLS also made further progress on
its strategic initiatives during the first half. Alongside the
opening of the new Paris hub, which has the capacity to handle
around 200,000 parcels per day, the new Berlin hub opened in May
2024. This is one of Germany's biggest regional hubs with a
capacity of 10,000 parcels per hour and will play a key role in
serving the greater Berlin area and as an international gateway to
Eastern Europe. There is also a new Copenhagen depot in the
pipeline due to open in FY 2025-26, which will increase inbound
handling capacity and deliver significant operational cost
savings.
We are continuing to invest to
transform the last mile and expand our out of home network, with
growth from March to September 2024 of 11% to c. 61,000 access
points. Our locker network increased by c. 2,800, or 38%, to c.
10,000. GLS owned lockers grew by 19%, while third party lockers
grew by 69%. In addition, in Poland we have agreed a new
partnership with ORLEN, giving customers access to c. 6,000 parcel
lockers from October.
GLS Hungary successfully launched
a new consignee app, the first version of our loyalty program-based
application with a focus on core functionalities like track and
trace, out of home point locator, delivery management and
redirection features. As part of a wider roll-out in Eastern
Europe, GLS Hungary is the first country to launch the app, with
Romania being the next, followed by Czechia.
We successfully launched a new
cross-border service, allowing our North American and EU countries
to seamlessly send transatlantic volumes. The growing cross-border
market between North America and Europe remains a significant
potential opportunity for GLS, with higher than average margins per
parcel.
GLS also announced a bilateral
network partnership with SF Express, China's largest integrated
logistics service provider, to enhance global distribution
capabilities and open up the Asia-pacific region for GLS shipment
services, including China, India, Japan, Korea, Thailand and
Vietnam.
As previously announced, in
October 2024 GLS acquired 20% of ACS in Greece, the largest parcel
carrier in the domestic Greek parcels market which serves over
30,000 customers, with an option to acquire the remaining 80% of
the share capital of ACS within two years*. Its network
provides 100% coverage across mainland Greece and the Greek islands
and is comprised of over 271 ACS outlets operated by exclusive
independent agents offering competitive and flexible collection and
delivery services and 269 parcel shops. ACS operates eight hubs,
including a new, highly automated central hub in Athens which
opened in 2022. ACS has been operating as the GLS network partner
in Greece since 2004. The investment in ACS is consistent with GLS'
strategy to strengthen its parcel operations, including within the
cross-border deferred segment.
* More details are
included in Note 13 to the financial statements.
Sustainability
Royal Mail continued to grow its
electric vehicle fleet in the first half. The deployment of an
additional 2,100 electric vans began in August, adding to the
existing 5,000, the largest electric delivery fleet in the UK. When
all 2,100 new electric vans are in use, they are expected to reduce
Royal Mail's total emissions by around 6,000 tCO2 equivalent per year.
Royal Mail will also purchase c. 27 million litres of Hydrotreated
Vegetable Oil (HVO) to fuel its heavy goods vehicle fleets this
year.
Royal Mail is also investing in
more than 300 green upgrades to heating, lighting and water systems
across its estate of more than 1,200 operational sites and offices
around the UK, as part of the company's strategy to be Net-Zero by
2040. The improvements will save 3,500 tCO2 equivalent a
year, on top of the reduction in emissions already being realised
across the fleet and supply chain. Beyond the environmental
benefits, we expect to see significant returns on investment by
reducing utilities bills.
The removal of 18 domestic flight
routes as part of the network window changes will, when fully
realised, equate to a saving of c. 30,000
tCO2 equivalent per year or over 50% of Royal Mail's base year
domestic air freight emissions.
During the first half, GLS
continued to work closely with its transport partners to grow the
number of electric and biofueled vehicles within the delivery and
linehaul network. The zero and low emission share of the transport
fleet increased from 11% to 15% over the first half. In
total 6,125 zero and low emissions vehicles operate in the GLS network.
In addition, 26% of the GLS company car fleet is now electric.
Capital allocation and dividend
The Group's net debt position
(pre-IFRS 16) was at £542 million as at 29 September 2024 (£142
million at 24 September 2023, £328 million at 31 March
2024).
As previously indicated, the Board
is proposing a special dividend of 8 pence per share, conditional
upon completion of the transaction with EP Group.
The Group had available liquidity
of around £1.6 billion at the end of September 2024,
including £645 million of cash and cash
equivalents (excluding £39 million GLS client cash), along with an
undrawn bank syndicate loan facility of £925 million.
Recommended Cash Offer by EP UK Bidco Limited
(Bidco) 4
The IDS Board is unanimously
recommending Shareholders accept the Offer. The Board continues to
believe that the Offer by Bidco reflects the value of GLS' current
growth plans and the progress being made on change at Royal Mail.
It provides Shareholders with the opportunity to realise the value
inherent in the IDS business in cash, against the execution risks
in delivering IDS' current strategy, uncertainty over the nature
and timing of Universal Service reform and the need for significant
strategic investments. To deliver sustainable profitable growth in
the future, Royal Mail requires further significant investment in
automation, network changes and rapid expansion of out of home
solutions, especially parcel lockers. GLS also requires investment
into its strategic priorities. Despite the announcement by Ofcom on
5 September 2024, we still do not know what form Universal Service
change may take and what the benefits to Royal Mail may be, and
over what timeframe.
In arriving at its recommendation,
the IDS Board considered the valuation of the business and took
into account a range of scenarios on the upside, including the
possibility and timing of change in the Universal Service among
other factors, as well as downside risks, such as execution of the
transformation in Royal Mail and a deterioration in the
macroeconomic outlook, among others. Since May 2024, Ofcom has
announced it will consult on reform of the Universal Service in
early 2025, although there is still uncertainty over the timing for
any final change, the nature of any change, and execution risk
remains. The Offer price of 370 pence per IDS share represented a
significant premium of approximately 72.7% to the IDS share price
of 214 pence on 16 April 2024 (being the last business day before
the Offer became public), and thus supported the recommendation.
Our independent advisors as to the financial terms of the
Acquisition unanimously considered them "fair and reasonable" as at
the date of the Offer document.
Please read the background to and
reasons for the IDS Board's recommendation set out in Part 2
(Paragraph 4) on page 46 of the Offer document.
EP Group is a long-term investor
in infrastructure with significant knowledge of the postal,
logistics and distribution sectors, that has the expertise and
access to capital to accelerate and de-risk the delivery of IDS'
strategic plans over the long-term, with the goal of developing IDS
into one of the leading postal logistics players in Europe. The
Board has negotiated a comprehensive package of legally binding
undertakings and contractual commitments from EP Group and Bidco
for specific periods, which provide customers, employees, unions,
regulators and broader stakeholders with important safeguards,
including:
· The provision of
the Universal Service Obligation and ensuring Royal Mail's
compliance with regulatory conditions imposed by Ofcom (including
the one-price-goes-anywhere service in the UK and First Class
letters still delivered six days a week);
·
Restrictions on distributions or other forms of
return of value from Royal Mail unless certain conditions are
satisfied;
· Restrictions on change of control of both Royal Mail and
GLS;
· Use
of the "Royal Mail" trading name and commitment to IDS and Royal
Mail being UK headquartered and tax resident;
· Recognition of IDS group's existing unions; and
· Maintenance of certain employee compensation and benefits
(including pension benefits).
The undertakings and commitments
are subject to varying timeframes and durations as detailed in Part
1 (Paragraphs 4 - 5) starting on page 18 of the offer
document.
As set out in the Offer document
published on 26 June 2024, it is currently expected that the
recommended offer by Bidco will become or be declared unconditional
in the first quarter of calendar 2025, subject to the required conditions being satisfied or
waived.
Summary and Outlook
Against the backdrop of a
challenging market environment, the Group
has delivered a good performance over the first six months of the
year and made good progress on its
strategic agenda.
Royal Mail has built on the
momentum from the second half of last year and continues to make
good progress implementing the CWU agreement and delivering on its
growth, network and channel strategy. We have improved our digital
capabilities and are deploying innovative digital solutions quicker
than before. We remain on track for Royal Mail to
return to adjusted operating profit, before voluntary redundancy
costs, for FY 2024-253.
However, there is still hard work
ahead and more investment and change required across our operations
and network. The current UK fiscal and regulatory backdrop is
unfavourable, with the changes to employer National Insurance
announced in the budget coming into effect next year, and no change
to the Universal Service as yet agreed, adding significant cost to
the Royal Mail business at a time when we need to invest. This
makes Universal Service reform even more urgent. Despite that, we
will continue to focus on what we can control and deliver our
multi-year transformation to enable the business to have the
flexibility it needs to compete in a changing market.
Against a backdrop of a weaker
macroeconomic environment, alongside regulation changes, GLS has
implemented cost reduction and efficiency measures, and pricing
actions in a number of countries. We continue to deliver on our
strategy, to transform the last mile and expand our out of home
network, upgrade the network to drive productivity and
growth, and launch new innovative digital
propositions. We're also building a global
service offering, with new transatlantic routes, and enhanced
distribution capabilities in Asia-Pacific.
GLS' flexible business model,
broad customer base and geographic diversity, alongside a
commitment to high quality, will enable it to navigate through the
difficult market
backdrop. We will also maintain sustained
investment to support GLS' organic and inorganic growth
opportunities.
3. The Royal
Mail Profit Forecast is a profit forecast for the purposes of Rule
28 of the Takeover Code and the required confirmation of the IDS
Directors, together with the basis of preparation and assumptions,
is set out in Appendix 1 to this announcement.
OUR PRINCIPAL RISKS AND UNCERTAINTIES
The Board has considered the
principal risks faced by the Group for the remaining six months of
the year as described at pages 52 to 58 of International
Distribution Services plc's Annual Report and Financial Statements
2023-24:
https://www.internationaldistributionservices.com/media/12344/ids_annual-report-2023-24.pdf
No new principal risks have been
identified. The risks remain materially unchanged in their nature
and severity, with the exception of the following risk descriptions
which have been changed to reflect their change in nature and
immediate focus:
· Risk
3: Industrial Relations - changed to "Employee Relations" to
reflect that since agreement was reached between Royal Mail and the
CWU the focus of activity is on delivery of the Agreement and
broader transformational change which can only be achieved through
the strengthened engagement of employees at all levels of our
workforce. Successful transformation relies upon operational
change, increased automation and developing new ways of working in
addition to the need for new and different skills in our
workforce.
· Risk
5: Customer expectations and our ability to grow revenue - changed
to "Failure to grow revenue in an increasingly competitive
environment". In Royal Mail there has been a recovery in revenue
through the win-back programme post the industrial dispute and
improving quality of service. To grow market share in the UK and
internationally, in the highly competitive environment, requires
continued focus on quality of service, improvement to our products
and services including the development of our out of home offering,
and next day delivery.
The following principal risks
remain materially unchanged:
•
Risk 1: Economic and political environment
•
Risk 2: Failure to reduce our operational cost base
•
Risk 4: Major breach of information security, data protection
regulation and/or cyber attack
•
Risk 6: Financial sustainability of the Universal
Service
•
Risk 7: Talent - workforce for the future
•
Risk 8: Climate change and environmental management
•
Risk 9: Actual or suspected breaches of material law and/or
regulation
•
Risk 10: Business continuity and operational resilience
•
Risk 11: Health, safety and wellbeing
•
Risk 12: Failure to manage liquidity and capital
structure
FINANCIAL REVIEW
Summary results (£m)
|
Reported
26 weeks
September
2024
|
Adjustments and specific
items
2024
|
Adjusted1
26 weeks
September
2024
|
Reported
26 weeks
September
2023
|
Adjustments and specific
items
2023
|
Adjusted1
26 weeks
September
2023
|
Revenue
|
6,343
|
-
|
6,343
|
5,862
|
-
|
5,862
|
Royal Mail
|
3,921
|
-
|
3,921
|
3,541
|
-
|
3,541
|
GLS
|
2,432
|
-
|
2,432
|
2,330
|
-
|
2,330
|
Intragroup
revenue2
|
(10)
|
-
|
(10)
|
(9)
|
-
|
(9)
|
Operating costs
|
(6,215)
|
67
|
(6,282)
|
(6,103)
|
(72)
|
(6,031)
|
Royal Mail
|
(3,921)
|
67
|
(3,988)
|
(3,932)
|
(72)
|
(3,860)
|
GLS
|
(2,304)
|
-
|
(2,304)
|
(2,180)
|
-
|
(2,180)
|
Intragroup
costs2
|
10
|
-
|
10
|
9
|
-
|
9
|
Profit on disposal of property,
plant and equipment
|
-
|
-
|
-
|
15
|
15
|
-
|
Operating profit/(loss) before
specific items
|
128
|
67
|
61
|
(226)
|
(57)
|
(169)
|
Operating specific items
|
(154)
|
(154)
|
-
|
(17)
|
(17)
|
-
|
Operating (loss)/profit
|
(26)
|
(87)
|
61
|
(243)
|
(74)
|
(169)
|
Operating (loss)/profit
margin
|
(0.4)%
|
-
|
1.0%
|
(4.1)%
|
-
|
(2.9)%
|
Royal Mail
|
(138)
|
(71)
|
(67)
|
(383)
|
(64)
|
(319)
|
Royal Mail Operating loss
margin
|
(3.5)%
|
-
|
(1.7)%
|
(10.8)%
|
-
|
(9.0)%
|
GLS
|
112
|
(16)
|
128
|
140
|
(10)
|
150
|
GLS Operating profit
margin
|
4.6%
|
-
|
5.3%
|
6.0%
|
-
|
6.4%
|
Net finance costs
|
(30)
|
-
|
(30)
|
(17)
|
-
|
(17)
|
Net pension interest (non-operating
specific item)
|
60
|
60
|
-
|
66
|
66
|
-
|
Profit/(loss) before tax
|
4
|
(27)
|
31
|
(194)
|
(8)
|
(186)
|
Tax
(charge)/credit
|
(29)
|
2
|
(31)
|
(29)
|
2
|
(31)
|
Loss after tax
|
(25)
|
(25)
|
-
|
(223)
|
(6)
|
(217)
|
Earnings per share (basic) - pence
|
(2.6)p
|
n/a
|
-
|
(23.3)p
|
n/a
|
(22.7)p
|
In-year trading cash flow
|
|
|
(38)
|
|
|
(63)
|
Royal Mail
|
|
|
(151)
|
|
|
(166)
|
GLS
|
|
|
113
|
|
|
103
|
Pre-IFRS 16 in-year trading cash
flow1
|
|
|
(149)
|
|
|
(159)
|
Royal Mail
|
|
|
(221)
|
|
|
(222)
|
GLS
|
|
|
72
|
|
|
63
|
Gross capital expenditure
|
|
|
(156)
|
|
|
(139)
|
Royal Mail
|
|
|
(109)
|
|
|
(78)
|
GLS
|
|
|
(47)
|
|
|
(61)
|
Net
debt3
|
|
|
(1,894)
|
|
|
(1,532)
|
1.
Reported results are prepared in accordance with UK adopted
International Financial Reporting Standards (IFRS). In addition,
the Group's performance is explained through the use of Alternative
Performance Measures (APMs) that are not defined under IFRS. The
APMs used are explained in the section entitled 'Presentation of
results and Alternative Performance Measures' and reconciliations
to the closest measure prescribed under IFRS are provided where
appropriate.
2.
Intragroup revenue and costs represent trading between Royal Mail
and GLS, principally a result of Parcelforce Worldwide operating as
GLS' partner in the UK.
3.
Net Debt includes an amount of £nil (H1 2023-24: £130 million)
released from the RMPP pension escrow which was subsequently used
to pay Royal Mail employees a one-off payment following
ratification of the Business, Transformation and Growth
agreement.
Group results
Group and Royal Mail results are
for the 26 week period to 29 September 2024. GLS financial
performance is presented for the 6 months to 30 September
2024.
Reported Group revenue increased
by £481 million to £6,343 million (H1 2023-24: £5,862 million),
with growth achieved in both Royal Mail and GLS. Reported Group
operating costs were £6,215 million (H1 2023-24: £6,103
million).
Reported operating profit before
specific items improved by £354 million to £128 million (H1
2023-24: £226 million loss) driven by a reduction in losses in
Royal Mail, partially offset by lower profit in GLS. Operating
specific items were a cost of £154 million (H1 2023-24: £17
million) with the increase driven by an impairment charge of £134
million (H1 2023-24: £nil) of the Royal Mail excluding Parcelforce
Worldwide CGU. Further details of the impairment assessment is
provided in Note 1 of the Condensed Consolidated Financial
Statements.
Reported Group operating loss was
£26 million (H1 2023-24: £243 million loss) which comprised a £138
million loss in Royal Mail (H1 2023-24: £383 million loss) and a
profit of £112 million in GLS (H1 2023-24: £140 million profit).
The Group reported operating loss margin was 0.4% (H1 2023-24: 4.1%
operating loss margin).
Non-operating specific items were
a credit of £60 million (H1 2023-24: credit of £66 million) and
relate to net pension interest.
Reported profit before tax was £4
million (H1 2023-24: loss of £194 million).
Revenue (£m)
|
26 weeks ended 29 September
2024
|
26 weeks
ended 24 September 2023
|
%
change4
|
Royal Mail
|
3,921
|
3,541
|
10.7%
|
GLS
|
2,432
|
2,330
|
4.4%
|
Intergroup revenue
|
(10)
|
(9)
|
11.1%
|
Total
|
6,343
|
5,862
|
8.2%
|
|
|
|
|
Adjusted Operating Costs1 (£m)
|
26 weeks ended 29 September
2024
|
26 weeks
ended 24 September 2023
|
%
change4
|
People Costs
|
(3,320)
|
(3,237)
|
2.6%
|
Non-people costs
|
(2,962)
|
(2,794)
|
6.0%
|
Total
|
(6,282)
|
(6,031)
|
4.2%
|
1. Reported results are
prepared in accordance with UK adopted International Financial
Reporting Standards (IFRS). In addition, the Group's performance is
explained through the use of Alternative Performance Measures
(APMs) that are not defined under IFRS. The APMs used are explained
in the section entitled 'Presentation of results and Alternative
Performance Measures' and reconciliations to the closest measure
prescribed under IFRS are provided where appropriate.
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
Group revenue increased by 8.2% in
the period, with parcel revenue growing by 6.4%. Parcel revenue now
accounts for 70.1% of total revenue (H1 2023-24: 71.3%). In Royal
Mail letter revenue also grew, increasing by 12.7% in the period,
aided by the General Election related postings which added 5.5
percentage points to growth.
Adjusted Group operating costs
increased by 4.2%, with people costs growing by 2.6% from the prior
year and non-people costs by 6.0%. The increase in people costs was
driven by wage inflation across both businesses, with Royal Mail
people costs increasing by 2.2% largely as a result of the 2% pay
award for frontline staff and the additional costs associated with
the delivery of elections, partly offset by efficiency savings.
Group non-people costs were impacted by inflationary pressures
across the Group, in particular in GLS due to increased
subcontractor rates and higher IT costs. More detail can be found
in the "People costs" and "Non-people costs" sections within the
Segment Analysis of this Financial Review.
Segment Analysis
Royal Mail
Royal Mail reported operating loss
was £138 million (H1 2023-24 £383 million). The adjusted operating
loss was £67 million (H1 2023-24: £319 million) with an adjusted
operating loss margin of 1.7% (H1 2023-24: 9.0% operating loss
margin). Revenue grew by £380 million or 10.7% versus the prior
period of which £94 million was as a result of the General
Election. Revenue from the General Election was higher than
previous years as we saw more postal votes and candidate mail
delivered. Adjusted Operating costs were higher by £128m, or 3.3%,
than the same period last year.
Revenue (£m)
|
26 weeks ended 29 September
2024
|
26 weeks
ended 24 September 2023
|
%
change4
|
Total Parcels
|
2,017
|
1,852
|
8.9%
|
Domestic Parcels (excluding
international)5
|
1,670
|
1,534
|
8.9%
|
International
Parcels6
|
347
|
318
|
9.1%
|
Letters & Other
|
1,904
|
1,689
|
12.7%
|
Total
|
3,921
|
3,541
|
10.7%
|
|
|
|
|
Volume (m units)
|
26 weeks ended 29 September
2024
|
26 weeks
ended 24 September 2023
|
%
change4
|
Total Parcels
|
629
|
578
|
9%
|
Domestic Parcels (excluding
international)5
|
533
|
508
|
5%
|
International
Parcels6
|
96
|
70
|
37%
|
Addressed letters (excluding
elections)
|
3,104
|
3,260
|
(5)%
|
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
5. Domestic Parcels
excludes import and export for both Royal Mail and Parcelforce
Worldwide.
6. International Parcels
includes import and export for Royal Mail and Parcelforce
Worldwide.
Parcels Revenue
Total parcel revenue saw an
increase of 8.9% on the prior period, driven by volume growth which
was 9%. Parcel revenue represented 51.4% of total Royal Mail
revenue or 52.7% excluding General Election revenue, compared to
52.3% in H1 2023-24.
Domestic parcels (excluding
International) volume grew by 5% and revenue grew by 8.9% versus
the prior period. The first half of the year has seen volume growth
driven by customer win back in account parcels which grew by 8%. As
well as higher volumes, revenue also benefitted from contract price
rises since the previous half year.
International revenue grew 9.1% on
the prior period due to volumes which were 37% higher. Prior period
performance was impacted by lower consumer spending and a cyber
incident. The cyber incident mainly impacted international import
volumes where, following a short closure to the international
operation, volumes took some time to recover. Growth this year has
been driven by commercial import parcel volumes which were 63%
higher than the prior period, however these imports have a lower
price and so impact less on revenue. The higher imports have more
than compensated for a decline in export volumes.
Letters Revenue
Total letter revenue saw an
increase of 12.7% versus the prior period, or 7.2% excluding
revenue generated as a result of the General Election. Volumes for
addressed letters excluding elections fell by 5%, reflecting the
ongoing structural decline in the letters market. However, this
volume decline was more than offset by price increases.
Advertising mail volumes were down
3% year-on-year, however revenue grew 5.1% on the prior period. As
the general economic outlook for the UK has improved, we have seen
some customers returning to using advertising mail compared to the
same period last year.
Business mail volumes, which
include mandatory communications from the Financial Services sector
e.g. interest rate change mailings, have declined 5% year-on-year
excluding the impact of the General Election. Unexpected one-off
mailings softened the decline in volume year-on-year, whilst
revenue grew 17.6% in total.
Consumer and small business letter
volumes fell by 13% versus the previous year, however revenue grew
by 4.5%.
Adjusted operating costs1
(£m)
|
26 weeks
ended 29
September
2024
|
26 weeks
ended 24
September
2023
|
%
change4
|
People costs
|
(2,753)
|
(2,693)
|
2.2%
|
People costs excluding voluntary
redundancy
|
(2,738)
|
(2,693)
|
1.7%
|
Voluntary redundancy
costs
|
(15)
|
-
|
N/M
|
Non-people costs
|
(1,235)
|
(1,167)
|
5.8%
|
Distribution and conveyance
costs
|
(430)
|
(394)
|
9.1%
|
Infrastructure costs
|
(463)
|
(433)
|
6.9%
|
Other operating costs
|
(342)
|
(340)
|
0.6%
|
Total
|
(3,988)
|
(3,860)
|
3.3%
|
1. Reported results are
prepared in accordance with UK adopted International Financial
Reporting Standards (IFRS). In addition, the Group's performance is
explained through the use of Alternative Performance Measures
(APMs) that are not defined under IFRS. The APMs used are explained
in the section entitled 'Presentation of results and Alternative
Performance Measures' and reconciliations to the closest measure
prescribed under IFRS are provided where appropriate.
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
Total adjusted operating costs
increased by £128 million or 3.3% year-on-year. People costs have
increased by £60 million or 2.2% on the prior period. Non-people
costs have increased £68 million or 5.8% on the prior period. This
has been driven by distribution and conveyancing costs and
infrastructure costs with other operating costs remaining broadly
flat.
People costs
People costs have increased by £60
million or 2.2% on the prior period. Excluding the cost of
voluntary redundancy of £15 million (H1 2023-24: £nil) people costs
increased by 1.7%.
Within people costs, Royal Mail's
operational staff costs increased by £60 million, however, a
significant portion of this increase is attributed to non-recurring
election related expenses. In addition, the increase includes the
impact of the 2% pay award and increased resourcing to handle
higher parcel volumes, which were partially offset by lower sick
absence compared to the prior period, and benefits from the full
impact of seasonal variation of frontline hours.
Non-operational people costs were
flat and included the benefit of continued cost saving and
transformation programmes.
Non-people costs
Non-people costs increased by £68
million or 5.8% versus the prior period.
Distribution and conveyance costs
increased by 9.1%. The increasing average age of vehicles within
the Royal Mail Fleet has led to higher maintenance costs and use of
hire vehicles. The increasing age of the fleet has driven Royal
Mail to invest in new vehicles to refresh the age of the fleet.
This investment will continue throughout the year. These additional
costs, as well as fuel inflation, have been partially offset by
lower international overseas conveyance costs due to lower export
volumes. Royal Mail has removed 14 domestic flights at the end of
H1 2024-25, and although the impact of this is minimal in the
period, the savings will continue to grow throughout the
year.
Infrastructure costs increased
year-on-year by 6.9%. This category includes the inflationary
impacts of rents and business rates which have increased by £13
million against the prior period. Technology costs have increased
by £12 million driven by inflationary pressures and higher costs
associated with Heathrow Worldwide Distribution Centre following
the rebuilding of the network, ensuring increased
resilience.
Other operating costs have
remained broadly in line with the prior period.
GLS
GLS reported operating profit was
£112 million (H1 2023-24: £140 million). Adjusted operating profit
was £128 million (H1 2023-24: £150 million). Adjusted operating
margin declined by 110 basis points to 5.3% due to operational cost
pressures including the impact from regulatory effects in some
markets and an investment in strategic initiatives with initial
start-up losses. Foreign exchange movements adversely impacted
revenue by £44 million and favourably impacted costs by £42
million resulting in a net decrease in operating profit of £2
million.
Adjusted operating profit in Euro
terms decreased by 13.3%.
Summary results1,7 (£m)
|
6 months
to
30 September
2024
|
6 months
to
30
September 2023
|
%
change4
|
Volume (m units)
|
449
|
433
|
4%
|
|
|
|
|
Revenue
|
2,432
|
2,330
|
4.4%
|
Operating costs
|
(2,304)
|
(2,180)
|
5.7%
|
Adjusted Operating profit
|
128
|
150
|
(14.7)%
|
|
|
|
|
(€m)
|
|
|
|
Revenue
|
2,863
|
2,694
|
6.3%
|
Operating costs
|
(2,713)
|
(2,521)
|
7.6%
|
Adjusted Operating profit
|
150
|
173
|
(13.3)%
|
1.
Reported results are prepared in accordance with UK adopted
International Financial Reporting Standards (IFRS). In addition,
the Group's performance is explained through the use of Alternative
Performance Measures (APMs) that are not defined under IFRS. The
APMs used are explained in the section entitled 'Presentation of
results and Alternative Performance Measures' and reconciliations
to the closest measure prescribed under IFRS are provided where
appropriate.
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
7. The results for H1
2024-25 include £0.4 million (H1 2023-24: £1 million) operating
profit before specific items from acquisitions.
Revenue
Revenue increased by 4.4% in
Sterling terms (6.3% in Euro terms) driven by a combination of
parcel volume growth, and slightly improved pricing. Overall price
development was negatively impacted by mix effects due to a higher
proportion of B2C shipments with a lower average price. Revenue
growth was achieved in most markets. GLS' European markets
represented 89.1% of total revenue (H1 2023-24: 88.2%), with the
North American market contributing 10.9% (H1 2023-24:
11.8%).
Overall volumes increased by 4%
despite challenging economic conditions. Growth was driven by
higher cross-border volumes and increasing domestic volumes. B2C
volume share at 59% was two percentage points above the prior
period.
Operating costs
(£m)
|
Reported
6 months
to
30 September
2024
|
Reported
6 months
to
30
September 2023
|
%
change4
|
People costs
|
(567)
|
(544)
|
4.2%
|
Non-people costs
|
(1,737)
|
(1,636)
|
6.2%
|
Distribution and conveyance
costs
|
(1,512)
|
(1,420)
|
6.5%
|
Infrastructure costs
|
(173)
|
(161)
|
7.5%
|
Other operating costs
|
(52)
|
(55)
|
(5.5)%
|
Total
|
(2,304)
|
(2,180)
|
5.7%
|
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
Total reported operating costs in
Sterling terms increased by 5.7%.
Inflationary effects across GLS
markets, including higher minimum wages in some countries, impacted
rates for sub-contracted services such as collection, delivery and
linehaul as well as own labour costs.
The reported cost increases in
Euro terms are presented below.
(€m)
|
6 months
to
30 September
2024
|
6 months
to
30
September 2023
|
%
change4
|
People costs
|
(668)
|
(629)
|
6.2%
|
Non-people costs
|
(2,045)
|
(1,892)
|
8.1%
|
Distribution and conveyance
costs
|
(1,780)
|
(1,642)
|
8.4%
|
Infrastructure costs
|
(204)
|
(186)
|
9.7%
|
Other operating costs
|
(61)
|
(64)
|
(4.7)%
|
Total
|
(2,713)
|
(2,521)
|
7.6%
|
4. All percentage changes
reflect the movement between figures as presented, unless otherwise
stated.
People costs
In Euro terms people costs
increased by 6.2% due to a combination of factors including higher
unit labour costs for hub and depot operations driven by wage
inflation across GLS' markets and higher minimum wages in some
jurisdictions.
Non-people costs
Non-people costs increased by 8.1%
in Euro terms. Distribution and conveyance costs were up 8.4%,
driven by higher sub-contractor rates due to wage inflation and the
impact from regulatory changes in markets such as Italy, Germany
and Belgium. Infrastructure costs increased by 9.7%, whilst other
operating costs were down by 4.7%. The increase in infrastructure
costs was principally due to higher depreciation, IT costs and
repairs and maintenance.
Country overview
The following individual market summaries detail growth in
Euro terms.
In Germany, the largest GLS market
by revenue, revenues were up 7.8%, benefitting from additional
working days, with underlying volumes flat. Price increases were
implemented in response to inflationary effects on the cost base.
Wage inflation resulted in higher subcontractor rates for pick-up
and delivery, as well as higher labour costs in hubs and depots; in
addition, linehaul tolls doubled. Germany is seeing record-high
business bankruptcies and is on the cusp of recession, a
challenging environment that has driven operating profit and margin
decline compared with the prior period.
Italy revenue grew by 3.4%,
including the impact of more working days. Operating profit
declined compared with the prior period due to increasing
operational costs resulting from wage inflation and regulatory
effects on the subcontractor base, which have placed downward
pressure on margin.
Organic revenues in Spain grew by
11.1% driven by double-digit volume growth with prices relatively
flat. Volume growth was supported by additional capacity in the
Madrid hub which became fully operational by August 2023. A full
period impact from the extra capacity and linked operational
efficiencies contributed to an improvement in operating profit. The
acquisition of fulfilment business e-Log Logistica Insular
was completed on 13 June 2024 for consideration
of €2 million expanding GLS Spain's service
portfolio.
France revenue grew by 7.6%, due
to a combination of volume growth and improved pricing. Volumes
benefitted from significant growth in cross-border, with domestic
volumes marginally higher. Losses were slightly higher than the
corresponding period of the prior year. In September 2024 the new
hub in Le Coudray (Paris) was opened providing additional capacity
ahead of the peak season. The new facility is expected to generate
efficiency savings once fully scaled-up and further improve quality
across the French network.
In the US, underlying revenues
declined by 7.3% in Euro terms (7.5% decline in USD terms), due to
lower parcel volumes resulting from lower B2C volumes including the
impact from yield management initiatives. Despite the volume and
revenue decline, improved operational productivity resulted in a
marginal improvement in total operating losses. On 1 September the
US Freight business was divested for consideration of USD 21
million resulting in a gain on disposal of USD 0.4 million. GLS US
management will now focus on the core parcel operations, including
leveraging cross-border traffic to/from Europe and Canada.
Shipments from US to Europe commenced in February 2024 and are on a
good trajectory.
Canada organic revenues increased
by 2.8% in Euro terms (4.4% in CAD terms) principally due to a
combination of higher parcel volumes and growth in freight
revenues. Operating profit was slightly up on the prior period
despite fragile economic conditions. The integration of Rosenau and
Altimax to create a unified national operation in Canada continues
to progress well.
Revenue growth in GLS' other
developed European markets was 3.7%, driven by a combination of
higher volumes and better pricing. Operating profit was above the
prior year, with good progression in most markets including
positive developments in Belgium, Denmark and Austria.
In other developing markets, where
GLS has a high exposure to B2C, organic revenue increased 13.1% in
the period, with growth in all markets. Overall operating profit
was slightly below the prior period, with performance in Poland
broadly offsetting profit declines in some other eastern European
markets. Investment in strategic initiatives, such as the roll-out
of parcel lockers with initial start-up costs, are impacting profit
development. In Hungary the acquisition of fulfilment business
iLogistic was completed on 28 June 2024 for initial consideration
of €3 million with a further €2 million deferred contingent
consideration subject to future performance. iLogistic will
complement GLS Hungary's parcel operations and represents a further
step in expanding GLS' European fulfilment footprint.
Other Group financial performance measures
Adjustments and specific items1
(£m)
|
26 weeks
ended
29 September
2024
|
26 weeks
ended
24
September 2023
|
Exclude adjustments to reported operating profit/(loss)
(£m):
|
|
|
Pension charge adjustment
|
11
|
(132)
|
Depreciation/amortisation adjustment
for impaired assets
|
56
|
60
|
Profit on disposal of property,
plant and equipment
|
-
|
15
|
Total adjustments to operating
profit/(loss)
|
67
|
(57)
|
Add
back operating specific items
|
|
|
Amortisation of intangible assets
from acquisitions
|
(8)
|
(11)
|
Impairment of Royal Mail excluding
Parcelforce Worldwide CGU
|
(134)
|
-
|
Regulatory and legal
charges
|
7
|
(6)
|
Incremental bid costs
|
(22)
|
-
|
Legacy/other items
|
3
|
-
|
Total operating specific items
|
(154)
|
(17)
|
Non-operating specific items:
|
|
|
Net pension interest
|
60
|
66
|
Total specific items
|
(94)
|
49
|
|
|
|
Tax
credit on adjustments and specific items
|
2
|
2
|
1. Reported
results are prepared in accordance with UK adopted International
Financial Reporting Standards (IFRS). In addition, the Group's
performance is explained through the use of Alternative Performance
Measures (APMs) that are not defined under IFRS. The APMs used are
explained in the section entitled 'Presentation of results and
Alternative Performance Measures' and reconciliations to the
closest measure prescribed under IFRS are provided where
appropriate.
The pension charge adjustment is
£11 million debit (H1 2023-24: £132 million credit). In the current
year this solely (H1 2023-24: £2 million credit) relates to the
difference between the IAS 19 income statement pension charge rate
of 13.2% (H1 2023-24: 14.8%) for the Defined Benefit Cash Balance
Section (DBCBS) and the cash funding contribution rate agreed with
the Trustee of 15.6% (H1 2023-24: 15.6%). The prior period also
includes £130 million in relation to a refund of cash held in
escrow by the Trustee of the Royal Mail Pension Plan (RMPP). The
RMPP escrow cash was subsequently used to provide a one-off payment
to UK employees.
In previous years an impairment
charge was recognised to write down the value of the Royal Mail
(excluding Parcelforce Worldwide) CGU. This has resulted in a lower
depreciation/amortisation charge in infrastructure costs, and an
adjustment of £56 million (H1 2023-24: £60 million) has been made
to the adjusted results to reflect the depreciation/amortisation on
a pre-impairment basis in line with how Management reviews the
underlying performance of the business.
Amortisation of intangible assets
from acquisitions of £8 million (H1 2023-24: £11 million) mainly
relates to amortisation
in GLS.
In the period the Royal Mail
excluding Parcelforce Worldwide CGU was impaired by £134 million
(H1 2023-24: £nil). In assessing whether the CGU was impaired, the
carrying value of the CGU of £2,053 million was compared to its
recoverable amount, using the higher of a value in use (VIU), or
fair value less cost of disposal (FVLCD) methodology. The VIU
methodology would have resulted in a significant further
impairment, while the FVLCD methodology resulted in an impairment
charge of £134 million. Further details of the calculations
involved are provided in Note 1 of the Condensed Consolidated
Financial Statements.
The regulatory and legal charges
credit of £7 million represents changes in the best estimates to
settle present obligations for Royal Mail and GLS. The prior year
debit of £6 million was in respect of the penalty issued by Ofcom
in respect of the 2022-23 USO Quality of Service
performance.
Incremental bid costs of £22
million (H1 2023-24: £nil) represent the one-off costs incurred by
the Group in relation to the takeover bid by EP Group.
These costs mainly relate to the provision of
financial and legal advice.
Legacy/other items mainly relate
to a £3 million release (H1 2023-24: £nil) of the industrial
diseases provision.
Net finance costs
Reported net finance costs of £30
million (H1 2023-24: £17 million) comprise interest on bonds
(including the cross-currency swaps and the two new bonds issued in
September 2023) of £29 million (H1 2023-24: £12 million), interest
on leases of £24 million (H1 2023-24: £19 million), interest/fees
on the bank syndicate loan and the €500 million backstop facility
of £1 million (H1 2023-24: £4 million), and other net interest
payable of £4 million (H1 2023-24: £1 million). This was partially
offset by interest income of £28 million (H1 2023-24: £19 million),
which increased as a result of interest earned on the net proceeds of the two bond
issues in September 2023.
The blended interest rate on gross
debt, including leases for the remainder of 2024-25, is
approximately 4%.
Taxation
The Group recognised a reported
tax charge of £29 million (H1 2023-24: £29 million) which consists
of a tax charge of £30 million (H1 2023-24: £33 million) in GLS and
a tax credit of £1 million (H1 2023-24: £4 million credit) in Royal
Mail.
The GLS reported effective tax
rate of 29.4% (H1 2023-24: 25.8%) is higher than the GLS weighted
average tax rate of 20.7% (H1 2023-34: 21.9%) mainly due to the
effect of losses in certain territories for which no deferred tax
credit is recognised and the non-tax-deductible legal and
regulatory provisions.
The GLS adjusted effective tax
rate of 27.1% (H1 2023-24: 25.4%) is lower than the reported
effective tax rate as it does not include the effect of the
non-tax-deductible provisions in GLS Italy, which are treated as a
specific item.
In Royal Mail there is a reported
tax credit of £1 million (H1 2023-24: £4 million).
Due to the uncertainty of
generating future taxable profits, Royal Mail continues to not
recognise a tax credit for its losses and other temporary
differences.
Earnings per share (EPS)
Reported basic EPS was 2.6 pence
loss per share (H1 2023-24: 23.3 pence loss per share) and adjusted
basic EPS was nil pence per share (H1 2023-24: 22.7 pence loss per
share).
In-year trading cash flow1
|
26 weeks
ended
29 September
2024
|
26
weeks ended
24
September 2023
|
(£m)
|
Royal Mail
|
GLS
|
Group
|
Royal
Mail
|
GLS
|
Group
|
Adjusted operating
(loss)/profit
|
(67)
|
128
|
61
|
(319)
|
150
|
(169)
|
Adjusted depreciation and
amortisation
|
212
|
98
|
310
|
209
|
90
|
299
|
Adjusted EBITDA
|
145
|
226
|
371
|
(110)
|
240
|
130
|
Trading working capital
movements
|
(157)
|
(33)
|
(190)
|
20
|
(38)
|
(18)
|
Other non-cash
adjustments8
|
7
|
-
|
7
|
2
|
-
|
2
|
Gross capital expenditure
|
(109)
|
(47)
|
(156)
|
(78)
|
(61)
|
(139)
|
Net finance costs paid
|
(47)
|
(8)
|
(55)
|
(13)
|
(11)
|
(24)
|
Income tax
received/(paid)
|
10
|
(25)
|
(15)
|
13
|
(27)
|
(14)
|
In-year trading cash flow
|
(151)
|
113
|
(38)
|
(166)
|
103
|
(63)
|
Capital element of operating lease
repayments9
|
(70)
|
(41)
|
(111)
|
(56)
|
(40)
|
(96)
|
Pre-IFRS 16 in-year trading cash flow
|
(221)
|
72
|
(149)
|
(222)
|
63
|
(159)
|
1.
Reported results are prepared in accordance with UK adopted
International Financial Reporting Standards (IFRS). In addition,
the Group's performance is explained through the use of Alternative
Performance Measures (APMs) that are not defined under IFRS. The
APMs used are explained in the section entitled 'Presentation of
results and Alternative Performance Measures' and reconciliations
to the closest measure prescribed under IFRS are provided where
appropriate.
8.
Other non-cash adjustments include £2 million (H1 2023-24: £2
million) relating to the share-based awards (LTIP and DSBP) charge
and £5 million (H1 2023-24: £nil) relating to foreign exchange
movements.
9.
The capital element of lease payments of £115 million (H1 2023-24:
£101 million) shown in the statutory cash flow is made up of the
capital element of operating lease payments of £111 million (H1
2023-24: £96 million) and the capital element of finance lease
payments of £4 million (H1 2023-24: £5 million).
Group in-year trading cash outflow
was £38 million (H1 2023-24: £63 million outflow). This improvement
was predominantly driven by the trading improvement in Royal Mail,
partially offset by higher trading working capital movements,
increased capital expenditure and higher finance costs.
Royal Mail trading working capital
outflow in the period was £157 million compared to a working
capital inflow of £20 million in the prior period. This was
driven by a number of factors including higher international
settlements in the current period, seasonality of payroll costs and
a number of working capital actions taken in the prior half year
that did not repeat.
GLS in-year trading cash flow
remains robust, a slight improvement on prior year principally as
lower operating profit was more than offset by a reduction in
capital expenditure and lower trading working capital movements and
income tax payments.
Net debt¹
A reconciliation of the movement
in net debt is set out below.
(£m)
|
Reported
26 weeks
ended
29 September
2024
|
Reported
26 weeks
ended
24
September 2023
|
Net debt brought forward at 1 April
2024 and 27 March 2023
|
(1,716)
|
(1,500)
|
Free cash flow
|
(47)
|
(72)
|
In-year trading cash flow
|
(38)
|
(63)
|
Cash cost of operating specific
items
|
(17)
|
(2)
|
Proceeds from disposal of property
(excluding London Development Portfolio) plant and
equipment
|
5
|
7
|
Cash received on sale and leasebacks
- rights to assets transferred
|
-
|
8
|
Acquisition of business interests,
net of cash acquired
|
(10)
|
(31)
|
Proceeds from disposal of business
interests
|
15
|
-
|
London Development Portfolio net
(costs)/proceeds
|
(2)
|
9
|
Sale of pension escrow
investments
|
-
|
130
|
RMSEPP refund of surplus
|
6
|
-
|
Movement in GLS client
cash10
|
(7)
|
8
|
New or increased lease obligations
under IFRS 16 (non-cash)
|
(137)
|
(101)
|
Foreign currency exchange
impact
|
27
|
3
|
Amortisation of Bond discount
(finance costs payable)
|
(1)
|
-
|
Dividends paid to equity holders of
the Parent Company
|
(19)
|
-
|
Net
debt carried forward
|
(1,894)
|
(1,532)
|
Operating
leases11
|
1,352
|
1,390
|
Pre-IFRS 16 net debt12
|
(542)
|
(142)
|
1.
Reported results are prepared in accordance with UK adopted
International Financial Reporting Standards (IFRS). In addition,
the Group's performance is explained through the use of Alternative
Performance Measures (APMs) that are not defined under IFRS. The
APMs used are explained in the section entitled 'Presentation of
results and Alternative Performance Measures' and reconciliations
to the closest measure prescribed under IFRS are provided where
appropriate.
10. GLS client
cash movements are presented as part of the working capital
movements line in the statutory cashflow. The movement in the
period excluding foreign currency exchange impacts
is £7
million outflow (H1 2023-24: £8 million inflow). The foreign
currency movement on GLS client cash in the period was a loss of £1
million (H1 2023-24: £1m loss) which is included in the £27 million
inflow (H1 2023-24: £3 million inflow) foreign currency exchange
impact line in the table.
11.
This amount represents leases that would not have been recognised
on the Balance Sheet prior to the adoption of IFRS
16.
12.
This measure is considered as the Group's banking covenants are
calculated on a pre-IFRS 16 basis.
An analysis of the net debt as at
29 September 2024 is set out below.
Net
Debt (£m)
|
2024-25
RM
|
2024-25
GLS
|
2024-25
Corporate Centre
|
2024-25
Group
|
Bonds
|
-
|
-
|
(1,120)
|
(1,120)
|
Asset Finance
|
-
|
(27)
|
-
|
(27)
|
Financial Leases
|
(71)
|
(8)
|
-
|
(79)
|
Cash and cash equivalent
investments13
|
141
|
322
|
182
|
645
|
Client cash
|
-
|
39
|
-
|
39
|
Inter-business loans
|
(606)
|
(178)
|
784
|
-
|
Pre-IFRS 16 Net
Debt12
|
(536)
|
148
|
(154)
|
(542)
|
Operating Leases
|
(882)
|
(470)
|
-
|
(1,352)
|
Net
Debt
|
(1,418)
|
(322)
|
(154)
|
(1,894)
|
12.
This measure is considered as the Group's banking covenants are
calculated on a pre-IFRS 16 basis.
13.
Cash and cash equivalents includes bank overdrafts of £58 million
at 29 September 2024 that are part of a cash pool for the UK
companies which generally has a net £nil balance across the Group
and forms an integral part of the Group's cash
management.
London Development Portfolio
In total we have invested £2
million (H1 2023-24: £2 million) in the period on works to separate
the retained operational sites from the development plots at Mount
Pleasant and infrastructure works at Nine Elms.
The development site at Mount
Pleasant was previously sold to Taylor Wimpey UK Ltd. Proceeds in
relation to the sale of the site have been received in stage
payments in prior years and the remainder of the proceeds is due to
be received through a final payment of £9.5 million later this
year.
Pensions
Royal Mail makes contributions to
two main schemes in the UK; the Royal Mail Defined
Contribution Plan (RMDCP) and the Defined Benefit Cash Balance
Section (DBCBS) of the Royal Mail Pension Plan (RMPP).
The Group also operates the legacy
section of the RMPP which is closed to accrual.
The buy-out of the Royal Mail
Senior Executives Pension Plan (RMSEPP) was completed in June 2022,
when the bulk annuity policies held were exchanged for individual
policies between the insurers and all remaining members. The
Group's obligations under the RMSEPP have now been fully
extinguished and the scheme was wound up in April 2024. The
residual assets were returned to the Group after the remaining
closure expenses and the deduction of withholding tax.
Since the half year, on 7 October
2024, Royal Mail introduced a new pension scheme, the Royal Mail
Collective Pension Plan (RMCPP) which replaced the existing DBCBS
and the RMDCP for future accrual and comprises a Defined Benefit
Lump Sum Section (DBLS), similar to the existing DBCBS, and a
Collective Defined Contribution (CDC) Section.
The CDC Section will be accounted
for as a defined contribution scheme and the DBLS as a defined
benefit scheme with the accounting treatment expected to be similar
to the DBCBS. The new arrangements will have fixed employer contributions
of 13.6%,
plus an additional 1.0% for employees who choose to
save for an
additional lump sum payment. Standard employee contributions will
be 6.0%.
Cash pension costs
The Group's cash pension costs in
respect of all UK pension schemes were £71 million (H1 2023-24:
£193 million) in the period, excluding Pension
Salary Exchange (PSE). In addition, £120 million (H1 2023-24: £nil)
of employer contributions were paid into an escrow in respect of
accrual in DBCBS for the first half year.
Defined benefit schemes - balance sheet
position
An IAS 19 deficit of £19 million
(31 March 2024: £60 million) is shown on the balance sheet in
respect of the DBCBS; however, the scheme is not in funding deficit
and it is not anticipated that deficit payments will be required.
The decrease in the deficit in the period is largely due to
an increase in the assets of £129 million, which was offset by a
smaller increase in the IAS 19 liabilities in the period of £88
million.
The RMPP scheme closed to future
accrual in its previous form from 31 March 2018. The
pre-withholding tax accounting surplus of the legacy section of the RMPP
at 29 September 2024 was £2,338 million (31 March 2024: £2,462
million). The pre-withholding tax accounting surplus has decreased
by £124 million in the period. The decrease in the surplus is due
to a decrease in the assets of £229 million partially offset by a
decrease in liabilities of £105 million.
Dividends
No FY 2024-25 interim dividend to
be paid.
Presentation of results and alternative performance measures
(APMs)
The Group uses certain APMs in its
financial reporting that are not defined under IFRS, the Generally
Accepted Accounting Principles (GAAP) under which the Group
produces its statutory financial information.
These APMs are not a substitute
for, or superior to, any IFRS measures of performance. They are
used by Management, who considers them to be an
important means of comparing performance period-on-period and are
key measures used within the business for assessing
performance.
APMs should not be considered in
isolation from, or as a substitute for, financial information
presented in compliance with GAAP. Where appropriate,
reconciliations to the nearest GAAP measure have been provided. The
APMs used may not be directly comparable with similarly titled APMs
used by other companies.
A full list of APMs used are set
out in the section entitled 'Alternative Performance
Measures'.
Reported to adjusted results
The Group makes adjustments to
results reported under IFRS to exclude specific items,
depreciation/amortisation adjustment for impaired assets,
profit/(loss) on disposal of property, plant and equipment, and the
pension charge adjustment. Management believes this is a useful
basis upon
which to analyse the business' underlying performance (in
particular given the volatile nature of the IAS 19 charge) and
is consistent with the way financial performance is reported to
the Board.
Further details on specific items
excluded from adjusted operating profit are included in the
paragraph 'Adjustments and specific items' in the Financial Review.
A reconciliation showing the adjustments made between reported and
adjusted Group results can be found in the section headed
'Consolidated reported and adjusted results' below.
Presentation of results
Consolidated reported and adjusted results
The following table reconciles the
consolidated reported results, prepared in accordance with IFRS, to
the consolidated 26 week adjusted results:
|
26 weeks
ended
29 September
2024
|
26
weeks ended
24
September 2023
|
|
Group (£m)
|
Reported
|
Adjustments and specific
items14
|
Adjusted
|
Reported
|
Adjustments and specific
items14
|
Adjusted
|
Revenue
|
6,343
|
-
|
6,343
|
5,862
|
-
|
5,862
|
Operating costs
|
(6,215)
|
67
|
(6,282)
|
(6,103)
|
(72)
|
(6,031)
|
People costs
|
(3,309)
|
11
|
(3,320)
|
(3,369)
|
(132)
|
(3,237)
|
Non-people costs
|
(2,906)
|
56
|
(2,962)
|
(2,734)
|
60
|
(2,794)
|
Distribution and conveyance
costs
|
(1,932)
|
-
|
(1,932)
|
(1,805)
|
-
|
(1,805)
|
Infrastructure costs
|
(580)
|
56
|
(636)
|
(534)
|
60
|
(594)
|
Other operating costs
|
(394)
|
-
|
(394)
|
(395)
|
-
|
(395)
|
Profit on disposal of property,
plant and equipment
|
-
|
-
|
-
|
15
|
15
|
-
|
Operating profit/(loss) before
specific items
|
128
|
67
|
61
|
(226)
|
(57)
|
(169)
|
Operating specific
items14
|
|
|
|
|
|
|
Amortisation of intangible assets
from acquisitions
|
(8)
|
(8)
|
-
|
(11)
|
(11)
|
-
|
Impairment of Royal Mail excluding
Parcelforce Worldwide CGU
|
(134)
|
(134)
|
-
|
-
|
-
|
-
|
Regulatory and legal
charges
|
7
|
7
|
-
|
(6)
|
(6)
|
-
|
Incremental bid costs
|
(22)
|
(22)
|
-
|
-
|
-
|
-
|
Legacy/other items
|
3
|
3
|
-
|
-
|
-
|
-
|
Operating (loss)/profit
|
(26)
|
(87)
|
61
|
(243)
|
(74)
|
(169)
|
Finance costs
|
(58)
|
-
|
(58)
|
(36)
|
-
|
(36)
|
Finance income
|
28
|
-
|
28
|
19
|
-
|
19
|
Net pension interest (non-operating
specific item)14
|
60
|
60
|
-
|
66
|
66
|
-
|
Profit/(loss) before tax
|
4
|
(27)
|
31
|
(194)
|
(8)
|
(186)
|
Tax (charge)/credit
|
(29)
|
2
|
(31)
|
(29)
|
2
|
(31)
|
Loss for the period
|
(25)
|
(25)
|
-
|
(223)
|
(6)
|
(217)
|
Earnings per share
(pence)
|
|
|
|
|
|
|
Basic
|
(2.6)p
|
n/a
|
-
|
(23.3)p
|
n/a
|
(22.7)p
|
Diluted
|
(2.6)p
|
n/a
|
-
|
(23.3)p
|
n/a
|
(22.7)p
|
14. Details of
adjustments and specific items can be found under 'Adjustments and
specific items' in the Financial Review.
Segmental reported results
The following table presents the
segmental reported results, prepared in accordance with
IFRS:
|
26 weeks
ended
29 September
2024
|
26
weeks ended
24
September 2023
|
|
Group (£m)
|
Royal Mail
|
GLS
|
Intragroup
eliminations
|
Group
|
Royal
Mail
|
GLS
|
Intragroup
eliminations
|
Group
|
Revenue
|
3,921
|
2,432
|
(10)
|
6,343
|
3,541
|
2,330
|
(9)
|
5,862
|
People costs
|
(2,742)
|
(567)
|
-
|
(3,309)
|
(2,825)
|
(544)
|
-
|
(3,369)
|
Non-people costs
|
(1,179)
|
(1,737)
|
10
|
(2,906)
|
(1,107)
|
(1,636)
|
9
|
(2,734)
|
Profit on disposal of property,
plant and equipment
|
-
|
-
|
-
|
-
|
14
|
1
|
-
|
15
|
Operating profit/(loss) before
specific items
|
-
|
128
|
-
|
128
|
(377)
|
151
|
-
|
(226)
|
Operating specific
items14
|
(138)
|
(16)
|
-
|
(154)
|
(6)
|
(11)
|
-
|
(17)
|
Operating (loss)/profit
|
(138)
|
112
|
-
|
(26)
|
(383)
|
140
|
-
|
(243)
|
Net finance costs
|
(20)
|
(10)
|
-
|
(30)
|
(5)
|
(12)
|
-
|
(17)
|
Net pension interest (non-operating
specific item)14
|
60
|
-
|
-
|
60
|
66
|
-
|
-
|
66
|
(Loss)/profit before tax
|
(98)
|
102
|
-
|
4
|
(322)
|
128
|
-
|
(194)
|
Tax credit/(charge)
|
1
|
(30)
|
-
|
(29)
|
4
|
(33)
|
-
|
(29)
|
(Loss)/profit for the period
|
(97)
|
72
|
-
|
(25)
|
(318)
|
95
|
-
|
(223)
|
14. Details of
adjustments and specific items can be found under 'Adjustments and
specific items' in the Financial Review.
Alternative Performance Measures
This section lists the definitions
of the various APMs disclosed throughout this report. They are used
by management, who considers them to be an important means of
comparing performance year-on-year and are key measures used within
the business for assessing performance.
Adjusted operating profit/(loss)
This measure is based on reported
operating profit excluding the pension charge adjustment, the
depreciation/amortisation adjustment for impaired assets,
profit/(loss) on disposal of property, plant and equipment, and
operating specific items, which Management considers to be key
adjustments in understanding the underlying result of the Group at
this level. These adjusted measures are reconciled to the reported
results in the table in the 'Presentation of results' section
within 'Consolidated reported and adjusted results'. Definitions of
the pension charge adjustment, the depreciation/amortisation
adjustment for impaired assets, profit/(loss) on disposal of
property, plant and equipment, and operating specific items are
provided below.
Adjusted operating profit/(loss) margin
This is a measure of performance
that management uses to understand the efficiency of the business
in generating profit. It calculates 'adjusted operating
profit' as a proportion of revenue in percentage terms.
Earnings before interest, tax, depreciation and amortisation
(EBITDA) before specific items and adjusted
EBITDA
EBITDA is reported operating
profit before specific items with depreciation and amortisation
added back. Adjusted EBITDA is EBITDA before specific items with
the pension charge adjustment added back.
(£m)
|
26 weeks
ended
29 September
2024
|
26 weeks
ended
24
September 2023
|
Reported operating profit/(loss)
before specific items
|
128
|
(226)
|
Adjustment for profit on disposal of
property, plant and equipment
|
-
|
(15)
|
Reported operating profit/(loss) before profit on disposal of
property, plant and equipment and specific items
|
128
|
(241)
|
Reported depreciation and
amortisation
|
254
|
239
|
EBITDA before profit on disposal of property, plant and
equipment adjustment and specific items
|
382
|
(2)
|
Pension charge adjustment
|
(11)
|
132
|
Adjusted EBITDA
|
371
|
130
|
Adjusted earnings per share
Adjusted earnings per share is
reported basic earnings per share, excluding operating and
non-operating specific items, the pension charge adjustment, the
depreciation/amortisation adjustment for impaired assets and
profit/(loss) on disposal of property, plant and
equipment.
Adjusted people costs
People costs incurred in respect
of the Group's employees and comprise wages and salaries, temporary
resource, pensions, bonus and social security costs. People costs
relating to projects and voluntary redundancy costs are also
included. The pension charge adjustment is excluded from reported
people costs in establishing adjusted people costs.
(£m)
|
26 weeks
ended
29 September
2024
|
26 weeks
ended
24
September 2023
|
Reported people costs
|
(3,309)
|
(3,369)
|
Pension charge adjustment
|
(11)
|
132
|
Adjusted people costs
|
(3,320)
|
(3,237)
|
Adjusted non-people costs
These are costs incurred in
respect of the operations of the Company and comprise distribution
and conveyance costs, infrastructure costs (e.g.
depreciation/amortisation, property and IT) and other operating
costs (e.g. Post Office Ltd charges, transformation costs,
consumables). The depreciation/amortisation adjustment for impaired
assets is excluded from reported non-people costs, specifically
infrastructure costs, in establishing adjusted non-people
costs.
(£m)
|
26 weeks
ended
29 September
2024
|
26 weeks
ended
24
September 2023
|
Reported non-people costs
|
(2,906)
|
(2,734)
|
Depreciation/amortisation adjustment
for impaired assets
|
(56)
|
(60)
|
Adjusted non-people costs
|
(2,962)
|
(2,794)
|
Pension charge adjustment
This adjustment represents the
difference between the IAS 19 income statement pension charge and
the funding cost of accrual as specified in the DBCBS Schedule of
Contributions, plus any payments into, or out of, RMPP pension
escrow investments and any scheme deficit payments. Management
reviews the performance of the business based on the cash cost of
the pension plans in the adjusted operating profit/(loss) of the
Group.
Depreciation/amortisation adjustment for impaired
assets
This adjustment represents the
reinstatement of the amounts for depreciation and amortisation that
would have been charged to the income statement, had the partial
impairment of the Royal Mail excluding Parcelforce Worldwide CGU
impairment in prior years not taken place. The reported
depreciation and amortisation is in accordance with UK-adopted
IFRS, however when reviewing these balances management exclude the
impact of impairments and the related impact on depreciation and
amortisation. Due to the unpredictability of impairments and the
resulting impact on depreciation, this measure is used to provide a
consistent basis for operating profit.
Profit/(loss) on disposal of property, plant and
equipment
Management separately identifies
the profit/(loss) on disposal of property, plant and equipment as
these disposals are not part of the Group's trading activity and
are driven primarily by business strategy.
Operating specific items
These are items that management
consider significant by nature or value and that, in management's
opinion, require separate identification. Management does not
consider them to be reflective of year-on-year operating
performance.
Amortisation of intangible assets in
acquisitions
These charges, which arise as a
direct consequence of IFRS business combination accounting
requirements, are separately identified as management does not
consider these costs to be directly related to the trading
performance of the Group.
Impairment of Royal Mail excluding Parcelforce Worldwide
CGU
These costs represent the
impairment charge arising from the impairment assessment of the
Royal Mail excluding Parcelforce Worldwide CGU. The reported
impairment charge is in accordance with UK-adopted IFRS, however,
when reviewing performance, management exclude the impact of
impairments. Due to the unpredictability of impairments, this
measure is used to provide a consistent basis for operating
profit.
Regulatory and legal charges
These costs relate to incremental
one-off costs arising from various ongoing legal and regulatory
matters across the Group. These costs have been separately
identified as management do not consider these costs to be directly
related to the trading performance of the Group.
Incremental bid costs
These costs relate to the
incremental one-off costs arising from the bid from EP Group. These
costs have been separately identified as management do not consider
these costs to be directly related to the trading performance of
the Group. These costs have been allocated against the Royal Mail
segment on the basis that this is where Corporate Centre costs are
included.
Legacy/other items
These costs/credits relate to
unavoidable ongoing costs arising from historic events (such as the
industrial diseases provision).
Non-operating specific items
These are recurring or
non-recurring items of income or expense of a particular size
and/or nature which do not form part of the Group's trading
activity and in management's opinion require separate
identification.
Net pension interest
The net pension interest
credit/charge is a non-cash item recognised under the requirements
of IAS 19. It is calculated based on the pension surplus/deficit
multiplied by the discount rate at the beginning of the reporting
period. It is not considered to form part of the Group's trading
activity and in management's opinion requires separate
identification.
Adjusted tax (charge)/credit
The adjusted tax (charge)/credit
is the total reported tax (charge)/credit excluding the tax
(charge)/credit in relation to specific items, the
depreciation/amortisation adjustment for impaired assets,
profit/(loss) on disposal of property, plant and equipment and the
pension charge adjustment.
Weighted average tax rate
This rate is calculated by taking
the weighted average sum of the expected tax charge of each
territory. The expected tax charge in a territory is calculated by
taking the profits multiplied by the standard rate of tax in that
territory. The weighted average tax rate is sometimes considered as
a useful alternative to the parent company standard rate of tax
when reconciling the effective tax rate.
Adjusted effective tax rate
The adjusted effective tax rate is
the adjusted tax charge or credit for the year expressed as a
proportion of adjusted profit before tax. The adjusted effective
tax rate is considered by Management to be a useful measure of the
tax impact for the period. It approximates to the tax rate on the
underlying trading business through the exclusion of specific
items, the pension charge adjustment, the depreciation/amortisation
adjustment for impaired assets and profit/(loss) on disposal of
property, plant and equipment.
Free cash flow
Free cash flow (FCF) is calculated
as statutory (reported) net cash flow before financing activities,
adjusted to include finance costs paid and exclude net cash from
the purchase/sale of financial asset investments and GLS client
cash movements. FCF represents the cash that the Group generates
after spending the money required to maintain or expand its asset
base, thus is useful for Management in assessing liquidity. FCF is
also shown on a pre-IFRS 16 basis as it is used to support dividend
cover analysis, taking into account all cash flows related to the
operating businesses.
The following table reconciles
free cash flow to the nearest IFRS measure 'net cash inflow before
financing activities'.
(£m)
|
Reported
26 weeks
ended
29 September
2024
|
Reported
26 weeks
ended
24
September 2023
|
Net cash inflow/(outflow) before
financing activities
|
249
|
(1)
|
Adjustments for:
|
|
|
Finance costs paid
|
(81)
|
(42)
|
Movement in GLS client
cash15
|
7
|
(8)
|
Sale of pension escrow
investments
|
-
|
(130)
|
(Sale)/purchase of financial asset
investments
|
(216)
|
109
|
RMSEPP refund of surplus
|
(6)
|
-
|
Free cash flow
|
(47)
|
(72)
|
Capital element of operating lease
repayments9
|
(111)
|
(96)
|
Pre-IFRS 16 free cash flow
|
(158)
|
(168)
|
9.
The capital element of lease payments of £115 million (2023-24:
£101 million) shown in the statutory cash flow is made up of the
capital element of operating lease payments of £111 million
(2023-24: £96 million) and the capital element of finance lease
payments of £4 million (2023-24: £5 million).
15. The movement in
GLS client cash is shown excluding foreign currency exchange loss
of £1 million (H1 2023-24: £1 million loss).
In-year trading cash flow
In-year trading cash flow reflects
the cash generated from the trading activities of the Group. It is
based on reported net cash inflow from operating activities,
adjusted to exclude movements in GLS client cash and the cash cost
of operating specific items and to include the cash cost of
property, plant and equipment and intangible asset acquisitions,
net finance payments and dividends received from associates.
In-year trading cash flow is also shown on a pre-IFRS 16 basis as
it is used to support dividend cover analysis, taking into account
all cash flows related to the operating businesses.
The following table reconciles
in-year trading cash flow to the nearest IFRS measure 'net cash
inflow from operating activities'.
(£m)
|
Reported
26 weeks
ended
29 September
2024
|
Reported
26 weeks
ended
24
September 2023
|
Net cash inflow from operating
activities
|
155
|
106
|
Adjustments for:
|
|
|
Movement in GLS client
cash15
|
7
|
(8)
|
RMSEPP refund of surplus
|
(6)
|
-
|
Cash cost of operating specific
items
|
17
|
2
|
Purchase of property, plant and
equipment
|
(105)
|
(85)
|
Purchase of intangible
assets
|
(51)
|
(54)
|
Net finance costs paid
|
(55)
|
(24)
|
In-year trading cash flow
|
(38)
|
(63)
|
Capital element of operating lease
repayments9
|
(111)
|
(96)
|
Pre-IFRS 16 in-year trading cash flow
|
(149)
|
(159)
|
9.
The capital element of lease payments of £115 million (2023-24:
£101 million) shown in the statutory cash flow is made up of the
capital element of operating lease payments of £111 million
(2023-24: £96 million) and the capital element of finance lease
payments of £4 million (2023-24: £5 million).
15. The movement in
GLS client cash is shown excluding foreign currency exchange loss
of £1 million (H1 2023-24: £1 million loss).
Net debt
Net debt is calculated by netting
the value of financial liabilities (excluding derivatives) against
cash and other liquid assets. Management consider this APM to be
useful as it is a measure of the Group's net indebtedness that
provides an indicator of the overall balance sheet strength. It is
also a single measure that can be used to assess the combined
impact of the Group's indebtedness and its cash position. The use
of the term net debt does not necessarily mean that the cash
included in the net debt calculation is available to settle the
liabilities included in this measure. Net debt is also shown on a
pre-IFRS 16 basis as the banking covenants are calculated on a
pre-IFRS 16 basis.
Net debt excludes £230 million (FY
2023-24: £102 million) related to the RMPP and RMCPP pension escrow
investments on the balance sheet which are not considered to fall
within the definition of net debt.
(£m)
|
At
29 September
2024
|
At
31 March
2024
|
Bonds
|
(1,120)
|
(1,454)
|
Asset Finance
|
(27)
|
(29)
|
Leases
|
(1,431)
|
(1,423)
|
Cash and cash
equivalents13
|
645
|
927
|
Investments
|
-
|
216
|
GLS Client cash
|
39
|
47
|
Net
debt
|
(1,894)
|
(1,716)
|
Operating
leases11
|
1,352
|
1,388
|
Pre-IFRS 16 net debt
|
(542)
|
(328)
|
|
|
| |
11.
This amount represents leases that would not have been recognised
on the Balance Sheet prior to the adoption of IFRS
16.
13.
Cash and cash equivalents includes bank overdrafts of £58 million
at 29 September 2024 that are part of a cash pool for the UK
companies which generally has a net £nil balance across the Group
and forms an integral part of the Group's cash
management.
GLS performance presented in Euro
IDS plc financial statements are
presented in Sterling, being the Group functional currency.
However, given GLS strategic targets are set using Euros, GLS
financial performance is presented in Euro as well as Sterling in order
to aid transparency.
The reconciliation between the
Group functional currency of Sterling and Euro are set out
below:
|
6 months to 30 September
2024
|
6
months to 30 September 2023
|
|
GLS performance in Sterling
(£m)
|
GLS
performance
in Euro
(€m)
|
GLS
performance
in
Sterling (£m)
|
GLS
performance
in
Euro (€m)
|
Revenue
|
2,432
|
2,863
|
2,330
|
2,694
|
People costs
|
(567)
|
(668)
|
(544)
|
(629)
|
Non-people costs
|
(1,737)
|
(2,045)
|
(1,636)
|
(1,892)
|
Operating profit
|
128
|
150
|
150
|
173
|
GLS performance has been
translated using an average exchange rate between Sterling and Euro
of £1:€1.18 (H1 2023-24: £1:€1.16). This has resulted in a net
negative £2 million (H1 2023-24: positive £2 million) impact in GLS
reported operating profit before tax.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed consolidated income statement
|
|
Reported
26 weeks
ended
29
September
2024
|
Reported
26
weeks
ended
24
September
2023
|
|
Notes
|
£m
|
£m
|
Continuing operations
|
|
|
|
Revenue
|
2
|
6,343
|
5,862
|
Operating costs1,2
|
|
(6,215)
|
(6,103)
|
People costs
|
3
|
(3,309)
|
(3,369)
|
Distribution and conveyance
costs
|
|
(1,932)
|
(1,805)
|
Infrastructure costs
|
|
(580)
|
(534)
|
Other operating costs
|
|
(394)
|
(395)
|
Profit on disposal of property,
plant and equipment2
|
4
|
-
|
15
|
Operating profit/(loss) before specific
items2
|
|
128
|
(226)
|
Operating specific
items2
|
4
|
(154)
|
(17)
|
Operating loss
|
|
(26)
|
(243)
|
Finance costs
|
|
(58)
|
(36)
|
Finance income
|
|
28
|
19
|
Net pension interest (non-operating
specific item)2
|
4
|
60
|
66
|
Loss before tax
|
|
4
|
(194)
|
Tax charge
|
5
|
(29)
|
(29)
|
Loss for the period
|
|
(25)
|
(223)
|
|
|
|
|
Earnings per share
|
6
|
|
|
Basic
|
|
(2.6)p
|
(23.3)p
|
Diluted
|
|
(2.6)p
|
(23.3)p
|
1.
Operating costs are stated before operating specific
items.
2.
Details of Alternative Performance Measures (APMs) are provided in
the section entitled 'Presentation of results and alternative
performance measures'.
Condensed consolidated statement of comprehensive
income
|
Notes
|
Reported
26 weeks
ended
29
September
2024
£m
|
Reported
26
weeks
ended
24
September
2023
£m
|
Loss for the period
|
|
(25)
|
(223)
|
Other comprehensive expense for
the period from continuing operations:
|
|
|
|
Items that will not be subsequently reclassified to profit or
loss:
|
|
|
|
Amounts relating to retirement
benefit plans
|
|
(2)
|
(564)
|
Remeasurement losses of the
defined benefit surplus in RMPP and RMSEPP
|
|
(56)
|
(674)
|
Remeasurement gains/(losses) of
the defined benefit deficit in DBCBS
|
|
23
|
(103)
|
Decrease in withholding tax
payable on distribution of RMPP and RMSEPP surplus
|
7
|
31
|
213
|
Items that may be subsequently reclassified to profit or
loss:
|
|
|
|
Foreign exchange translation
differences
|
|
(45)
|
(2)
|
Exchange differences on
translation of foreign operations (GLS)
|
|
(56)
|
(7)
|
Net gain on hedge of a net
investment (€500 million bond)
|
|
11
|
5
|
Designated cash flow
hedges
|
|
(12)
|
14
|
(Loss)/gain on cash flow hedges
deferred into equity
|
|
(17)
|
19
|
Loss/(gain) on cash flow hedges
released from equity to income
|
|
1
|
(8)
|
Losses released from equity to the
carrying value of non-financial assets
|
|
1
|
1
|
(Loss)/gain on cross-currency swap
cash flow hedge deferred into equity
|
|
(9)
|
1
|
Loss on cross-currency swap cash
flow hedge released from equity to income - interest
payable
|
|
12
|
6
|
Gain on cost of hedging released
from equity to income - interest payable
|
|
-
|
(1)
|
Tax on above items
|
|
-
|
(4)
|
Total other comprehensive expense for the
period
|
|
(59)
|
(552)
|
Total comprehensive expense for the period
|
|
(84)
|
(775)
|
Condensed consolidated balance sheet
|
Notes
|
Reported
At 29
September
2024
£m
|
Reported
At 31
March
2024
£m
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
3,196
|
3,307
|
Goodwill
|
|
444
|
458
|
Intangible assets
|
|
270
|
304
|
Investment in
associates
|
|
1
|
1
|
Financial assets
|
9
|
|
|
Pension escrow
investments
|
|
160
|
102
|
Derivatives
|
|
-
|
2
|
RMPP/RMSEPP retirement benefit
surplus - net of withholding tax payable
|
7
|
1,753
|
1,851
|
Other receivables
|
|
16
|
15
|
Deferred tax assets
|
|
7
|
7
|
|
|
5,847
|
6,047
|
Current assets
|
|
|
|
Inventories
|
|
28
|
32
|
Trade and other
receivables
|
|
1,578
|
1,595
|
Income tax receivable
|
|
16
|
23
|
Financial assets
|
9
|
|
|
Investments
|
|
-
|
216
|
Pension escrow
investments
|
|
70
|
-
|
Derivatives
|
|
-
|
6
|
Cash and cash
equivalents
|
9
|
742
|
1,030
|
Assets held for sale
|
8
|
3
|
42
|
|
|
2,437
|
2,944
|
Total assets
|
|
8,284
|
8,991
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
(1,876)
|
(2,106)
|
Financial liabilities
|
9
|
|
|
Interest-bearing loans and
borrowings
|
|
(3)
|
(315)
|
Lease liabilities
|
|
(246)
|
(241)
|
Derivatives
|
|
(20)
|
(16)
|
Income tax payable
|
|
(12)
|
(3)
|
Provisions
|
10
|
(83)
|
(95)
|
Bank overdrafts
|
9
|
(58)
|
(56)
|
Liabilities held for
sale
|
8
|
-
|
(24)
|
|
|
(2,298)
|
(2,856)
|
Non-current liabilities
|
|
|
|
Financial liabilities
|
9
|
|
|
Interest-bearing loans and
borrowings
|
|
(1,144)
|
(1,168)
|
Lease liabilities
|
|
(1,185)
|
(1,182)
|
Derivatives
|
|
(36)
|
(24)
|
DBCBS retirement benefit
deficit
|
7
|
(19)
|
(60)
|
Provisions
|
10
|
(93)
|
(89)
|
Other payables
|
|
(17)
|
(16)
|
Deferred tax
liabilities
|
|
(48)
|
(51)
|
|
|
(2,542)
|
(2,590)
|
Total liabilities
|
|
(4,840)
|
(5,446)
|
Net assets
|
|
3,444
|
3,545
|
Equity
|
|
|
|
Share capital
|
12
|
10
|
10
|
Retained earnings
|
|
3,496
|
3,540
|
Other reserves
|
|
(62)
|
(5)
|
Total equity
|
|
3,444
|
3,545
|
Condensed consolidated statement of changes in
equity
|
Share
capital
£m
|
Retained
earnings
£m
|
Foreign
currency
translation
reserve
£m
|
Hedging
reserve
£m
|
Total
equity
£m
|
Reported at 26 March
2023
|
10
|
3,761
|
32
|
(1)
|
3,802
|
Loss for the period
|
-
|
(223)
|
-
|
-
|
(223)
|
Other comprehensive
(expense)/income for the period
|
-
|
(564)
|
(2)
|
14
|
(552)
|
Total comprehensive
(expense)/income for the period
|
-
|
(787)
|
(2)
|
14
|
(775)
|
Transactions with owners of the
Company, recognised directly in equity
|
|
|
|
|
|
Share-based payments
|
|
|
|
|
|
Employee Free Shares
issue
|
-
|
1
|
-
|
-
|
1
|
Long-Term Incentive Plan
(LTIP)
|
-
|
2
|
-
|
-
|
2
|
Reported at 24 September
2023
|
10
|
2,977
|
30
|
13
|
3,030
|
Profit for the period
|
-
|
277
|
-
|
-
|
277
|
Other comprehensive
income/(expense) for the period
|
-
|
284
|
(27)
|
(21)
|
236
|
Total comprehensive
income/(expense) for the period
|
-
|
561
|
(27)
|
(21)
|
513
|
Transactions with owners of the
Company, recognised directly in equity
|
|
|
|
|
|
Share-based payments
|
|
|
|
|
|
Long-Term Incentive Plan (LTIP)
|
-
|
1
|
-
|
-
|
1
|
Deferred Share Bonus Plan
(DSBP)
|
-
|
1
|
-
|
-
|
1
|
Reported at 31 March
2024
|
10
|
3,540
|
3
|
(8)
|
3,545
|
Loss for the period
|
-
|
(25)
|
-
|
-
|
(25)
|
Other comprehensive expense for
the period
|
-
|
(2)
|
(45)
|
(12)
|
(59)
|
Total comprehensive expense for the period
|
-
|
(27)
|
(45)
|
(12)
|
(84)
|
Transactions with owners of the
Company, recognised directly in equity
|
|
|
|
|
|
Dividend paid to
Shareholders
|
-
|
(19)
|
-
|
-
|
(19)
|
Share-based payments
|
|
|
|
|
|
Long-Term Incentive Plan
(LTIP)
|
-
|
1
|
-
|
-
|
1
|
Deferred Share Bonus Plan
(DSBP)
|
-
|
1
|
-
|
-
|
1
|
Reported at 29 September 2024
|
10
|
3,496
|
(42)
|
(20)
|
3,444
|
Condensed consolidated statement of cash
flows
|
Notes
|
Reported
26 weeks
ended
29 September
2024
£m
|
Reported
26 weeks
ended
24
September
2023
£m
|
Cash flow from operating activities
|
|
|
|
Profit/(loss) before tax
|
|
4
|
(194)
|
Adjustment for:
|
|
|
|
Net pension interest
(non-operating specific item)
|
4
|
(60)
|
(66)
|
Net finance costs
|
|
30
|
17
|
Profit on disposal of property,
plant and equipment
|
4
|
-
|
(15)
|
Specific items
(operating)
|
4
|
154
|
17
|
Operating profit/(loss) before profit on disposal of
property, plant and equipment and specific
items1
|
|
128
|
(241)
|
Adjustment for:
|
|
|
|
Depreciation and
amortisation
|
2
|
254
|
239
|
EBITDA before profit on disposal of property, plant and
equipment and specific items1
|
|
382
|
(2)
|
Working capital
movements
|
|
(197)
|
(10)
|
Decrease in
inventories
|
|
4
|
3
|
Decrease in receivables
|
|
34
|
16
|
(Decrease)/increase in
payables
|
|
(239)
|
43
|
Net decrease in
derivatives
|
|
-
|
3
|
Increase/(decrease) in provisions
(non-specific items)
|
10
|
4
|
(75)
|
Pension charge
adjustment2
|
7
|
(11)
|
132
|
Other non-cash
adjustments3
|
|
7
|
2
|
RMSEPP refund of
surplus
|
|
6
|
-
|
Cash cost of operating specific
items
|
|
(17)
|
(2)
|
Cash inflow from operations
|
|
170
|
120
|
Income tax paid
|
|
(15)
|
(14)
|
Net cash inflow from operating activities
|
|
155
|
106
|
Cash flow from investing activities
|
|
|
|
Finance income received
|
|
26
|
18
|
Proceeds from disposal of property
(excluding London Development Portfolio), plant and
equipment
|
|
5
|
7
|
Proceeds from disposal of business
interests
|
|
15
|
-
|
Cash received on sale and
leasebacks - rights to assets transferred
|
|
-
|
8
|
London Development Portfolio net
(costs)/proceeds
|
|
(2)
|
9
|
Purchase of property, plant and
equipment
|
|
(105)
|
(85)
|
Acquisition of business interests,
net of cash acquired
|
|
(10)
|
(31)
|
Purchase of intangible assets
(software)
|
|
(51)
|
(54)
|
Sale of pension escrow
investments
|
|
-
|
130
|
Sale/(purchase) of financial
assets investments (current)
|
|
216
|
(109)
|
Net cash inflow/(outflow) from investing
activities
|
|
94
|
(107)
|
Net cash inflow/(outflow) before financing
activities
|
|
249
|
(1)
|
Cash flow from financing activities
|
|
|
|
Finance costs paid
|
|
(81)
|
(42)
|
Payment of capital element of
obligations under lease contracts
|
|
(115)
|
(101)
|
Cash received on sale and
leasebacks - rights to assets retained
|
|
1
|
71
|
Proceeds from loans and
borrowings
|
|
-
|
674
|
Repayment of loans and
borrowings
|
|
(308)
|
(118)
|
Dividends paid to equity holders
of the parent Company
|
|
(19)
|
-
|
Net cash (outflow)/inflow from financing
activities
|
|
(522)
|
484
|
Net (decrease)/increase in cash
and cash equivalents
|
|
(273)
|
483
|
Effect of foreign currency
exchange rates on cash and cash equivalents
|
|
(17)
|
(4)
|
Cash and cash equivalents at the
beginning of the period
|
|
974
|
809
|
Cash and cash equivalents at the end of the
period
|
|
684
|
1,288
|
1. Details of Alternative
Performance Measures (APMs) are provided in the section entitled
'Presentation of results and alternative performance
measures'.
2. Includes £11 million
(H1 2023-24: £2 million) relating to difference between pension
service cost and the cash costs of pensions as detailed in the
DBCBS schedule of
contributions; and £nil
million (H1 2023-24: £130 million) in
relation to the release of pension escrow, see Financial Review for
further details.
3. Other non-cash
adjustments include £2 million (H1 2023-24: £2 million) relating to
the share-based awards (LTIP and DSBP) charge and £5 million (H1
2023-24: £nil) relating to foreign exchange
movements.
Notes to the condensed consolidated financial
statements
1. Basis of preparation
The comparative figures for the 53
weeks ended 31 March 2024 are not the Company's statutory accounts
for that financial period. Those accounts have been reported on by
the Company's auditor and delivered to the registrar of companies.
The report of the auditor was (i) unqualified; (ii) included
reference to a matter to which the auditor drew attention by way of
emphasis without qualifying their report in respect of a material
uncertainty in respect of going concern, and (iii) did not contain
a statement under section 498 (2) or (3) of the Companies Act
2006.
The annual financial statements of
the Group are prepared in accordance with UK-adopted international
accounting standards (UK-adopted International Financial Reporting
Standards (IFRS)). As required by the Disclosure Guidance and
Transparency Rules of the Financial Conduct Authority, this
condensed consolidated set of financial statements has been
prepared applying the accounting policies and presentation that
were applied in the preparation of the Group's published
consolidated financial statements for the 53 weeks ended 31 March
2024, which were prepared in accordance with UK-adopted
international accounting standards.
This condensed consolidated set of
unaudited financial statements has been prepared in accordance with
IAS 34 'Interim Financial Reporting' as adopted by the UK i.e. on a
'Reported' basis. The Group's financial reporting period ends on
the last Sunday in September and, accordingly, these Financial
Statements are prepared for the 26 weeks ended 29 September 2024
(H1 2023-24: 26 weeks ended 24 September 2023). GLS' reporting half
year-end date is 30 September each year. There were no significant
transactions between the respective reporting dates that required
adjustment in the Financial Statements.
In some instances, Alternative
Performance Measures (APMs) are used by the Group. This is because
Management is of the view that these APMs provide a useful basis on
which to analyse business performance and is consistent with the
way that financial performance is measured by Management and
reported to the Board. Details of the Group's APMs, including any
changes in calculations and/or definitions, are included in the
section entitled 'Presentation of results and alternative
performance measures'.
In the current year a new
operating specific item in relation to incremental bid costs has
been added, which falls within the existing policy for operating
specific items.
Incremental bid costs
These costs relate to the
incremental one-off costs arising from the bid from EP Group. These
costs have been separately identified as management do not consider
these costs to be directly related to the trading performance of
the Group. These costs have been allocated against the Royal Mail
segment on the basis that this is where Corporate Centre costs are
included.
Going Concern
In assessing the going concern
status of the Group, the Directors are required to look forward a
minimum of 12 months from the date of approval of these Financial
Statements to consider whether it is appropriate to prepare the
financial statements on a going concern basis. The Directors have
reviewed business activities, together with factors likely to affect the
Group's future development and performance, as well as the Group's
principal risks and uncertainties.
The Board has concluded that it is
appropriate to adopt the going concern basis, having undertaken a
rigorous assessment of the financial forecasts, with specific
consideration of the trading position of the Group in the context
of the current global economic environment for the reasons as set
out below.
At 29 September 2024 the Group had
net current assets of £139 million and net assets of £1.5 billion
(excluding defined benefit scheme balances and pension escrow
investments). Liquidity available as at the reporting date was £1.6
billion (excluding GLS client cash), made up of cash and cash equivalents
of £645 million and a committed and undrawn bank syndicate loan
facility of £925 million - available until September
2026.
In their assessment of going
concern over the period to 30 November 2025 (the 'going concern assessment
period'), the Group has modelled two scenarios referred to below as
the Base Case and the Downside Case.
The key inputs and assumptions for
the Base Case include the economic impact driven by the ongoing
macroeconomic headwinds in both Royal Mail and GLS. The Base Case
assumes Royal Mail has mid to high single digit revenue growth in
parcels, with volume growth supported by continued improvement in
quality and strategic growth initiatives including expanded channel
mix (e.g. lockers). The structural decline in letters will continue
but the volume decline will be partially offset by pricing actions.
Productivity improvements from projects, including those enabled by
the pay deal, as well as a continued focus on cost control, will
help mitigate cost pressures including pay inflation, the impact of
higher workload and increasing fleet maintenance costs. No further
industrial action is assumed for Royal Mail, however the full
impact of the recently announced changes to Employers National
Insurance Contributions have been included from April 2025. GLS
assumes mid-single digit revenue growth and some margin dilution
linked to ongoing inflationary cost pressure. The Base Case assumes
a dividend will continue over the going concern period, funded by
GLS.
1. Basis of preparation (continued)
In July 2024, the Group repaid the
remaining outstanding balance on the 2024 €500 million bond.
The Group now has three bonds outstanding, the
first of which to mature is the €550 million Euro bond repayable in
October 2026, and the RCF which matures in September 2026, both of
which are outside this going concern assessment period.
The base case assumes no
regulatory reform. Ofcom are currently reviewing the USO and
has stated that it expects to publish a consultation on regulatory
reform in early 2025, with a view to issuing a decision statement
in summer 2025. Management believes modernisation of the USO
is critical for the sustainability of the USO.
Regulatory reform could materially improve the prospects of the
Royal Mail business, particularly in light of the increase in costs
driven by the recently announced changes to Employers National
Insurance Contributions.
In the Base Case it is projected
that the Group will have sufficient cash and liquidity. The £925
million bank syndicate loan facility would remain available as covenants
would not be breached.
The Downside Case applies further
stress to the Base Case to model further deteriorating economic and
market conditions impacting both Royal Mail and GLS.
Further details of the scenarios
modelled are as follows:
Scenario:
|
Failure to grow revenue in an
increasingly competitive and deteriorating economic
environment.
|
Assumptions:
|
Revenue growth and property
disposal proceeds in the Business Plan not achieved
|
Scenario:
|
Costs to avoid industrial action
in Royal Mail
|
Assumptions:
|
Lower operating profit as a result
of incurring costs to avoid industrial
action.
|
Scenario:
|
Failure to reduce our operational
cost base
|
Assumptions:
|
Delays in budgeted cost
efficiencies being realised.
|
Scenario:
|
Cyber attack triggering material
service and/or operational interruption.
|
Assumptions:
|
Cyber breach impacting
revenue/costs to rectify.
|
The Directors believe that the
downside is a severe but plausible scenario, recognising that the
Base Case already anticipates the negative impacts from the weak
economy and flow through impact from industrial action that has
already taken place in Royal Mail. The gross liquidity impact of
the Downside Case to November 2025 is approximately £0.5
billion.
Royal Mail is making good progress
on its transformation journey but the Board remains concerned about
the financial situation in Royal Mail given the continued
uncertainty around USO reform and the recently announced changes to
Employers National Insurance Contributions.
Royal Mail's parent company IDS
plc has been clear in their expectation that Royal Mail will take
reasonable steps to finance its transformation and ongoing business
requirements from its own resources, which include a substantial
freehold property portfolio. To the extent that there are
short-term working capital needs outside of these arrangements the
IDS plc Board would arrange and/or provide access to funds if
satisfied these can be repaid.
If the severe but plausible
scenario were to materialise, the Directors would be required to
take mitigating actions to preserve cash and maintain liquidity.
The Directors have identified a number of mitigations, all within
management's control, to reduce costs and optimise the Group's cash
flow, liquidity and covenant headroom.
The mitigating actions
include:
·
Reducing capital and investment expenditure
through postponing or pausing projects, change
activity and reduction in leasing.
·
Deferring or cancelling discretionary spend
(including management bonus).
·
Potential additional price increases in
letters
·
Cost reductions through further cost
saving programmes
·
Reviewing dividend
1. Basis of preparation (continued)
The Directors have assessed the
Group's financial commitments and consider that in the Downside
Case, after taking into account mitigations and cash generated from
operations and existing facilities, the Group is forecast to have
sufficient cash and liquidity. The Group is not projected to breach
the financial covenants under its committed credit facilities under
the Downside Case, with the lowest EBITDA headroom during the
assessment period being above £0.3 billion. The lowest total
available liquidity modelled under the Downside Case was c. £1.3
billion in August 2025 including the £925 million undrawn syndicate
loan facility. As such, the Group has sufficient liquidity to
continue to operate and to discharge its liabilities as they fall
due over the going concern assessment period.
Having reviewed the Base Case, and
Downside Case, the Directors have a reasonable expectation that the
Group has sufficient liquidity to continue in operational existence
over the going concern assessment period and hence continue to
adopt the going concern basis in preparing the Financial
Statements.
Consideration of Recommended cash offer by EP UK Bidco
Limited to acquire IDS plc
On 29 May 2024, the Board
confirmed that they had reached agreement on the terms and
conditions of a recommended cash offer of 370 pence per IDS plc
share from EP UK Bidco Limited for the entire issued share capital
of IDS plc not already owned by EP Group and its affiliates, namely
VESA Equity Investment S.à r.l. (Vesa Equity). The Group has a
number of financial liabilities in the form of unsecured senior
fixed rate notes in place with a carrying value of £1,120 million
at 29 September 2024 and a bank syndicate loan facility of £925
million undrawn at 20 November 2024 as well as other contractual
arrangements which contain provisions in relation to change of
control of IDS plc. Upon a change of control, the bank syndicate
loan facility would be subject to renegotiation which could result
in withdrawal. In addition, the fixed rate notes contain provisions
that in the event of a change of control of IDS plc together with
an adverse credit rating change (downgrade to a non-investment
grade rating), or credit rating withdrawal, the loan notes can be
redeemed at the option of the noteholders. Whilst the Board
continues to seek assurances in relation to EP Group financing
arrangements, these remain outside of the control of the
Board.
The Directors have concluded that
the extent of the uncertainty related to whether existing finance
will be recalled following a change in control, together with a
lack of visibility or control over the availability of funding
following a change in control, are conditions that constitute a
material uncertainty related to events or conditions that may cast
significant doubt on the entity's ability to continue as a going
concern and that it may therefore be unable to realise its assets
and discharge its liabilities in the normal course of business.
Notwithstanding this uncertainty, having assessed the Company's and
the Group's risks, existing facilities and performance, the
Directors have concluded that the Company and the Group have
adequate resources to continue in operational existence for at
least 12 months from the date of approval of these financial
statements.
New accounting standards and interpretations in
2024-25
The new, and interpretations of
existing, accounting standards that became effective during the
period have not had a significant impact on these condensed
consolidated financial statements.
Key sources of estimation uncertainty and critical accounting
judgements
The preparation of the condensed
consolidated financial statements requires management to make certain estimates and judgements that can have
a significant impact on the financial statements. These estimates
and judgements are continually evaluated and are based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances.
The significant judgements and
estimates applied by the Group in these
condensed consolidated financial statements are consistent with
those applied in the Annual Report and Financial Statements
2023-24.
Of the significant accounting
estimates, the following updates are considered by management to be
relevant:
Pensions
The value of defined benefit
pension plan liabilities and assessment of pension plan costs are
determined by long-term actuarial assumptions. These assumptions
include discount rates (which are based on the long-term yield of
high-quality corporate bonds), inflation rates and mortality rates.
Differences arising from actual experience or changes in
assumptions will be reflected in the Group's consolidated statement
of comprehensive income. The Group exercises its judgement in
determining the assumptions to be adopted, after discussion with a qualified
actuary. Details of the key actuarial assumptions used are included
in Note 7.1. Basis of preparation (continued)
Royal Mail excluding
Parcelforce Worldwide CGU ('Royal Mail CGU') impairment
test
In accordance with IAS 36,
Management performs an impairment assessment of the Royal Mail CGU
at least annually or whenever events or circumstances indicate that
the value of the balance sheet may not be recoverable. In 2023-24
an impairment charge of £48 million (2022-23: £539 million charge)
was recognised in relation to the Royal Mail CGU. Since the
impairment assessment at year end, interest rates have decreased, a
new government have been elected and broader economic conditions
have changed resulting in a trigger for reassessment of impairment
at 29 September 2024.
The impairment calculation has
been performed on a post-IFRS 16 basis. The CGU carrying value
is £2,053
million. In accordance with the financial reporting standards, the
recoverable amount is the higher of the Value in use ("VIU") and
Fair value less cost of disposal ("FVLCD"). The FVLCD approach
resulted in a recoverable amount of £1,919 million that was below
the carrying value at the period end, and therefore a further
impairment charge of £134 million has been recognised, with the
additional impairment from year end being driven principally by
additional costs anticipated from fiscal changes.
Assessment
In assessing whether the Royal
Mail CGU remains impaired, the carrying value of the Royal Mail CGU
of £2,053 million on a post IFRS 16 basis was compared to its
recoverable amount. The recoverable amount is the higher of its VIU
and its FVLCD.
Royal Mail's strategy to transform
the business into a more efficient operation that meets customers'
changing needs and the future cash flows in the Board approved 2024
5-year Business Plan ("2024 Plan") reflects both the costs and
benefits associated with this transformation.
Royal Mail has a robust process
for tracking and managing environmental policy and legislation in
the UK and is aiming to meet changing customer expectations for
lower carbon alternatives. As such, management have considered the
implications for the forecast cash flows based on the 2024 Plan and
the assumptions in the Business Plan reflect management's current
climate strategy.
As required by IAS 36, under the
VIU calculation, estimates of future cash flows shall not include
cash inflows or outflows that are expected to arise from a future
restructuring or improving or enhancing the assets to which an
entity is not yet committed, at the balance sheet date. The VIU
approach, after adjusting for the restructuring and
transformational cashflows, resulted in a significant further
impairment.
Management therefore assessed the
recoverability of the Royal Mail CGU using the alternative FVLCD
methodology. The FVLCD considers the valuation from a 'market
participant' perspective. Deriving a market participant valuation
would typically be through a multiple of earnings methodology.
However, Management do not believe this methodology would be
appropriate in the current circumstances, as the significant
transformation required in the business means that there is not a
normalised level of profits against which to apply a multiple until
the outer years of the plan. In addition, given the unique nature
of the Royal Mail business as the universal service provider in the
UK, and a heavily unionised workforce, there is lack of an exact
comparator in order to determine an appropriate multiple.
Consequently, Management have calculated a valuation using a
discounted cash flow model from the perspective of a market
participant i.e. a buyer transacting in the principal market for an
asset of this type.
The Board have used the 2024 Plan
as the base of the discounted cash flows in the FVLCD model (Level
3 fair value inputs). They then considered their assumptions in the
context of information that would be available to a market
participant.
Expected revenue and operating margin
performance
Forecast cash flows are based on
the 2024 Plan approved in April 2024. The key inputs and
assumptions underlying the 2024 Plan have not changed since the
year end (see the Group's published consolidated financial
statements for the 53 weeks ended 31 March 2024). The plan does not
anticipate any regulatory support from Ofcom or Government, for
example a change in the scope of the Universal Service Obligation.
Ofcom are currently reviewing the USO and has stated that it
expects to publish a consultation on regulatory reform in early
2025, with a view to issuing a decision statement in summer 2025.
However, as there is no certainty on the timing or nature of
regulatory reform, its impact on the impairment assessment cannot
be quantified.
1. Basis of preparation (continued)
Since year end a market
participants view of cash flows have been updated and adjustments
have been made to reflect the risk in the plan and cost headwinds
anticipated as a result of a new government and increased tax
burden on businesses to close the gap in public finances. Some of
these cost headwinds have materialised since the balance sheet date
in the form of additional Employers National Insurance
contributions from 6 April 2025. Adjustments have also been made to
reflect actions a market participant would take in order to
mitigate against additional cost pressures in the form of pricing
adjustments and further cost reductions. In addition, the real
estate proceeds assumed in the plan have been adjusted to reflect
current market conditions, to represent a market participant's
view.
Discount rate: The discount
rate is based on the UK-specific post tax discount rate of 10.1%,
which reflects a risk premium a market participant would apply in
order to reflect uncertainty in terms of ability to deliver revenue
growth and improve operating margin. In deriving the risk premium,
a market participant would consider past performance in terms of
delivering transformational change, and the significant change and
efficiency programme to be delivered.
Long-term growth rate: A
long-term growth rate of 0.5% has been used for cash flows
subsequent to the five-year plan period. This long-term growth rate
is considered by management to be the best estimate towards the
lower end of the range when benchmarked against comparative
industry peers.
Sensitivity to changes in
assumptions: The valuation of the
Royal Mail CGU is dependent upon a number of estimates used in
arriving at revenue growth, operating margin, terminal growth rates
and the discount rate. An evaluation of sensitivities to the FVLCD
calculation illustrates that there are both risks and
opportunities. The operational changes and improvements required in
Royal Mail are fundamental to its turnaround to restore
profitability. Given past performance of delivering
transformational change, and the significant change and efficiency
programme to be delivered, there is execution risk in delivering
the plan which could lead to further impairment. However, there is
also significant opportunity and, subject to progress being made in
transforming the business and evolution of the letters and parcels
markets, there is a reasonable possibility in the future for the
business to be restored to its full carrying value.
The following represent key areas
of sensitivity in the model:
Market: If parcel growth
rates are 1% per annum more positive this would result in a
valuation of £3.1 billion but if parcel growth reduced by 1% it
would result in a valuation of £715 million. If letter growth rates
are 1% per annum less than has been assumed, this would result in a
valuation of £1.0 billion.
Regulation: The plan does not
anticipate any regulatory support from Ofcom or Government, for
example a change in the scope of the USO. Management believes
modernisation of the USO is critical for margins to be durably
restored to sustainable levels (defined as between 5 and 10 per
cent EBIT margin in the regulated business by Ofcom). Regulatory
reform could materially improve the prospects and valuation of the
business.
Discount rate: Whilst the
plans have been de-risked for the purposes of the impairment model,
further delivery risk remains that the planned change programmes
are unable to progress at the rate targeted in the FVLCD model. An
increase in the discount rate by a further 100 bps reflecting
increased uncertainty would result in a valuation of £1,795 million
and an implied further impairment of £124 million.
Terminal growth rates: An
increase in the terminal growth rate to 1% to reflect the higher
end of the range of comparative peers would result in a valuation
of £1,983 million and a reduction in the impairment recognised of
£64 million.
Property proceeds: Property
proceeds values for the three London sites are based on the middle
of the expected range of likely proceeds. Taking proceeds at the
low end of the range would result in a valuation of £1,907 million
and an implied impairment of £146 million.
Employers National Insurance
Increase: The assessment assumes
the additional Employers National Insurance costs can be partially
mitigated in the shorter term and fully mitigated in the longer
term. For every £10 million of costs not mitigated into perpetuity,
this would increase the impairment recognised by £53
million.
Combined sensitivities: An
11% discount rate and 1% terminal growth rate would result in a
valuation of £1,858 million. In order for there to be a full
reversal of the impairment the discount rate would need to reduce
by 290 bps, or the terminal growth rate would need to increase to
3.5%.
The impairment charge of £134
million has been allocated to the various Group asset categories as
set out below:
1. Basis of preparation (continued)
|
Plant and machinery
£m
|
Motor vehicles £m
|
Fixtures and equipment
£m
|
Software
assets
£m
|
Total
£m
|
Carrying value at 29 September
before impairment1
|
532
|
299
|
114
|
237
|
1,182
|
Impairment
charge2
|
(36)
|
(42)
|
(14)
|
(42)
|
(134)
|
Carrying value at 29 September after
impairment1
|
496
|
257
|
100
|
195
|
1,048
|
1.
The carrying values represent the position of the Group, not just
the Royal Mail CGU.
2.
Includes charge against right of use (ROU) assets for plant and
machinery of £6 million, motor vehicles of £31 million and fixtures
and equipment of £5 million.
Deferred
revenue
The Group recognises advance
customer payments on its balance sheet, predominantly relating to
stamps and meter credits purchased by customers but not used at the
balance sheet date.
The majority of this balance is
made up of stamps sold to the general public, referred to as Stamps
in the hands of the Public ('SITHOP'). Management must assess the
value of deferred revenue in relation to SITHOP, and this requires
a degree of estimation.
From the end of 2023-24 Royal Mail
has been using a new methodology to calculate the SITHOP balance by
using the barcode scan data. The new methodology uses barcode scan
data to build a profile of how long stamps are held by customers
before being used for postage, this profile is referred to as the
'usage curve'.
At 29 September 2024, the Group
recognised a £120 million (31 March 2024: £138 million) SITHOP
liability in respect of stamps sold to the general public but not
used at the balance sheet date. The method applied in calculating
this balance is consistent with that described in the 2023-24
consolidated financial statements with the main change in
assumptions being a release in the total buy down adjustment
recognised as a result of stamp price rises in the
period.
The Group has performed
sensitivity analysis of reasonably possible changes in significant
assumptions as follows:
•
Increasing the bucket size for non-Christmas stamps from three
sheets or books to four increases SITHOP by £6 million, whilst
decreasing it from three sheets or books to two would reduce the
estimate by £12 million.
• A ±5%
change in non-scan percentage changes the SITHOP estimate by ±£5
million.
•
Increasing or decreasing the gradient when extrapolating the usage
curves (changing the speed at which the usage flattens by ±20%)
changes SITHOP by c. £5-6 million.
•
Increasing the breakage period from 36 to 48 months increases the
SITHOP estimate by £14 million, whilst reducing the breakage period
to 24 months reduces the SITHOP estimate by £20 million.
Although the impact of the
assumptions are individually not material, in combination they
could have a significant impact on the SITHOP balance.
2. Segment information
The Group's operating segments are
based on geographic business units whose primary services and
products relate to the delivery of parcels and letters. These
segments are evaluated regularly by the
International Distribution Services plc Board - the Chief Operating
Decision Maker (CODM) as defined by IFRS 8 'Operating Segments' - in deciding how to allocate resources
and assess performance.
A key measure of segment
performance is operating profit before specific items. This measure
of performance is disclosed on an 'adjusted' basis, a non-IFRS
measure, which excludes specific items and includes other
adjustments to the 'reported' IFRS results. This is consistent with
how financial performance is measured internally and reported to
the CODM.
Transfer prices between segments
are set at an arm's length/fair value on the basis of charges
reached through negotiation between the relevant business units
that form part of the segments.
Segment revenues have been
attributed to the respective countries based on the primary
location of the service performed.
Seasonality
Parcel and letter volumes are
subject to seasonal variation. The Group's busiest period is from
September to December, when there is: typically, an increase in
marketing mail as businesses seek to maximise sales in the period
leading up to Christmas; an increase in parcel volumes as a result
of online Christmas shopping; and an increase in addressed
letter
2. Segment information (continued)
volumes as a result of the
delivery of Christmas cards. During this period, Royal Mail and GLS
would expect to record higher revenue, as greater volumes of
parcels and letters are delivered through their respective
networks. Higher costs are also incurred, particularly in Royal
Mail, where large numbers of temporary workers are hired to assist
in handling the increased workload.
Other seasonal factors that can
affect the Group's results include the Easter period, the number of
bank holidays in a reporting period and weather conditions.
Typically, late spring and summer months are less busy in Royal
Mail and GLS.
26
weeks ended 29 September 2024
|
Adjusted
|
Specific items and other
adjustments2
|
Reported
|
Continuing operations
|
Royal Mail
£m
|
GLS
£m
|
Eliminations1
£m
|
Group
£m
|
Royal Mail
£m
|
GLS
£m
|
Group
£m
|
Revenue
|
3,921
|
2,432
|
(10)
|
6,343
|
-
|
-
|
6,343
|
People costs
|
(2,753)
|
(567)
|
-
|
(3,320)
|
11
|
-
|
(3,309)
|
Non-people costs
|
(1,235)
|
(1,737)
|
10
|
(2,962)
|
56
|
-
|
(2,906)
|
Profit on disposal of property,
plant and equipment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Operating (loss)/profit before specific
items
|
(67)
|
128
|
-
|
61
|
67
|
-
|
128
|
Operating specific items
|
-
|
-
|
-
|
-
|
(138)
|
(16)
|
(154)
|
Operating (loss)/profit
|
(67)
|
128
|
-
|
61
|
(71)
|
(16)
|
(26)
|
Finance costs
|
(48)
|
(17)
|
7
|
(58)
|
-
|
-
|
(58)
|
Finance income
|
28
|
7
|
(7)
|
28
|
-
|
-
|
28
|
Net pension interest (non-operating
specific item)
|
-
|
-
|
-
|
-
|
60
|
-
|
60
|
(Loss)/profit before tax
|
(87)
|
118
|
-
|
31
|
(11)
|
(16)
|
4
|
|
|
|
|
|
|
|
|
| |
26 weeks ended 24 September
2023
|
Adjusted
|
Specific items and other adjustments2
|
Reported
|
Continuing operations
|
Royal
Mail
£m
|
GLS
£m
|
Eliminations1
£m
|
Group
£m
|
Royal
Mail
£m
|
GLS
£m
|
Group
£m
|
Revenue
|
3,541
|
2,330
|
(9)
|
5,862
|
-
|
-
|
5,862
|
People costs
|
(2,693)
|
(544)
|
-
|
(3,237)
|
(132)
|
-
|
(3,369)
|
Non-people costs
|
(1,167)
|
(1,636)
|
9
|
(2,794)
|
60
|
-
|
(2,734)
|
Profit on disposal of property,
plant and equipment
|
-
|
-
|
-
|
-
|
14
|
1
|
15
|
Operating (loss)/profit before
specific items
|
(319)
|
150
|
-
|
(169)
|
(58)
|
1
|
(226)
|
Operating specific items
|
-
|
-
|
-
|
-
|
(6)
|
(11)
|
(17)
|
Operating (loss)/profit
|
(319)
|
150
|
-
|
(169)
|
(64)
|
(10)
|
(243)
|
Finance costs
|
(28)
|
(15)
|
7
|
(36)
|
-
|
-
|
(36)
|
Finance income
|
23
|
3
|
(7)
|
19
|
-
|
-
|
19
|
Net pension interest
(non-operating specific item)
|
-
|
-
|
-
|
-
|
66
|
-
|
66
|
(Loss)/profit before tax
|
(324)
|
138
|
-
|
(186)
|
2
|
(10)
|
(194)
|
|
|
|
|
|
|
|
| |
1.
Revenue and non-people costs eliminations relate to intragroup
trading between Royal Mail and GLS, due to Parcelforce Worldwide
being GLS partner in the UK. Finance costs/income eliminations
relate to intragroup loans between Royal Mail and GLS.
2.
Specific items and other adjustments represent amounts that are
excluded in measuring segmental adjusted performance as reported to
the CODM. Specific items in GLS relate to the amortisation of
intangible assets in acquisitions and an element of the regulatory
and legal charges. Further information in respect of specific items
and other adjustments are included within Note 4.
2. Segment information (continued)
The depreciation and amortisation
costs shown below are included within 'operating profit/(loss)
before specific items' in the income statement.
The non-current assets below
exclude financial assets, retirement benefit surplus and deferred
tax, and are included within non-current assets on the balance
sheet.
26 weeks ended 29 September
2024
|
Royal Mail
(UK operations)
£m
|
GLS
(Non-UK Operations)
£m
|
Eliminations3
£m
|
Total
£m
|
Depreciation
|
132
|
92
|
-
|
224
|
Amortisation of intangible assets
(mainly software)
|
24
|
6
|
-
|
30
|
|
|
|
|
|
Non-current assets
|
1,972
|
1,955
|
-
|
3,927
|
Total assets
|
5,476
|
2,986
|
(178)
|
8,284
|
Total liabilities
|
(3,496)
|
(1,522)
|
178
|
(4,840)
|
26 weeks ended 24 September
2023
|
Royal Mail
(UK operations)
£m
|
GLS
(Non-UK Operations)
£m
|
Eliminations3
£m
|
Total
£m
|
Depreciation
|
123
|
85
|
-
|
208
|
Amortisation of intangible assets
(mainly software)
|
26
|
5
|
-
|
31
|
|
|
|
|
|
Non-current assets
|
2,117
|
1,960
|
-
|
4,077
|
Total assets
|
6,042
|
3,020
|
(190)
|
8,872
|
Total liabilities
|
(4,485)
|
(1,547)
|
190
|
(5,842)
|
The company is domiciled in the
UK. The split of revenue from external customers and non-current
assets (excluding financial assets, retirement benefit surplus and
deferred tax) between the UK and GLS' presence in Continental
Europe and North America is shown below.
|
UK
|
Continental Europe
|
North America
|
Eliminations3
|
Total
|
26 weeks ended 29 September
2024
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
3,921
|
2,167
|
265
|
(10)
|
6,343
|
Non-current assets
|
1,972
|
1,508
|
447
|
-
|
3,927
|
|
UK
|
Continental Europe
|
North America
|
Eliminations3
|
Total
|
26 weeks ended 24 September
2023
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
3,541
|
2,055
|
275
|
(9)
|
5,862
|
Non-current assets
|
2,117
|
1,420
|
540
|
-
|
4,077
|
3. Eliminations in
respect of revenue and assets/liabilities relate to intragroup
balances between Royal Mail and GLS.
3. People information
|
Reported
26 weeks
ended
29
September
2024
£m
|
Reported
26 weeks
ended
24
September
2023
£m
|
Wages and salaries
|
(2,749)
|
(2,796)
|
Royal Mail
|
(2,247)
|
(2,313)
|
GLS
|
(502)
|
(483)
|
Pensions (see Note 7)
|
(280)
|
(293)
|
UK defined benefit plans
(including administration costs)
|
(112)
|
(129)
|
UK defined contribution
plan
|
(68)
|
(66)
|
UK defined benefit and defined
contribution plans' Pension Salary Exchange employer
contributions
|
(95)
|
(93)
|
GLS pension costs accounted for on
a defined contribution basis
|
(5)
|
(5)
|
Social security
|
(280)
|
(280)
|
Royal Mail
|
(221)
|
(224)
|
GLS
|
(59)
|
(56)
|
|
|
|
Total people costs
|
(3,309)
|
(3,369)
|
People numbers
The number of people employed,
expressed as both full-time equivalents and headcount, during the
reporting period was as follows:
|
Full-time equivalents
(FTEs)1
|
Headcount2
|
|
Half-year
end
|
Average
|
Half-year
end
|
Average
|
|
26 weeks September
2024
|
26 weeks
September 2023
|
26 weeks September
2024
|
26
weeks
September 2023
|
26 weeks September
2024
|
26 weeks
September 2023
|
26 weeks September
2024
|
26 weeks
September 2023
|
Royal Mail
|
141,110
|
140,342
|
139,977
|
140,549
|
131,491
|
127,833
|
131,027
|
127,092
|
GLS
|
22,145
|
22,169
|
22,159
|
22,344
|
22,939
|
23,072
|
23,277
|
23,082
|
Total
|
163,255
|
162,511
|
162,136
|
162,893
|
154,430
|
150,905
|
154,304
|
150,174
|
1.
Full-time equivalents numbers relate to the total number of paid
hours (including part-time, full-time and agency hours) divided by
the number of standard full-time working hours in the same
period.
2.
These people numbers represent permanent employees.
4. Adjustments and specific items
Adjustments to reported operating
profit/(loss):
|
26 weeks
ended
29 September
2024
£m
|
26 weeks
ended
24
September
2023
£m
|
Pension charge
adjustment
|
11
|
(132)
|
Depreciation/amortisation
adjustment for impaired assets
|
56
|
60
|
Profit on disposal of property,
plant and equipment
|
-
|
15
|
Total adjustments to operating
profit/(loss)
|
67
|
(57)
|
|
|
|
Operating specific items:
|
|
|
Amortisation of intangible assets
from acquisitions
|
(8)
|
(11)
|
Impairment of Royal Mail excluding
Parcelforce Worldwide CGU
|
(134)
|
-
|
Regulatory and legal
charges
|
7
|
(6)
|
Incremental bid costs
|
(22)
|
-
|
Legacy/other items
|
3
|
-
|
Total operating specific items
|
(154)
|
(17)
|
Non-operating specific items:
|
|
|
Net pension interest
|
60
|
66
|
Total non-operating specific items
|
60
|
66
|
Total specific items
|
(94)
|
49
|
|
|
|
Tax credit on adjustments and specific
items
|
2
|
2
|
The pension charge adjustment is
£11 million debit (H1 2023-24: £132 million credit). In the current
year this solely (H1 2023-24: £2 million credit) relates to the
difference between the IAS 19 income statement pension charge rate
of 13.2% (H1 2023-24: 14.8%) for the Defined Benefit Cash Balance
Section (DBCBS) and the cash funding contribution rate agreed with
the Trustee of 15.6% (H1 2023-24: 15.6%). The prior period also
includes £130 million in relation to a refund of cash held in
escrow by the Trustee of the Royal Mail Pension Plan (RMPP). The
RMPP escrow cash was subsequently used to provide a one-off payment
to UK employees.
In previous years an impairment
charge was recognised to write down the value of the Royal Mail
(excluding Parcelforce Worldwide) CGU. This has resulted in a lower
depreciation/amortisation charge in infrastructure costs, and an
adjustment of £56 million (H1 2023-24: £60 million) has been made
to the adjusted results to reflect the depreciation/amortisation on
a pre-impairment basis, in line with how Management reviews the
underlying performance of the business.
Amortisation of intangible assets
from acquisitions of £8 million (H1 2023-24: £11 million) mainly
relates to amortisation in GLS.
In the period the Royal Mail
excluding Parcelforce Worldwide CGU was impaired by £134 million
(H1 2023-24: £nil). In assessing whether the CGU was impaired, the
carrying value of the CGU of £2,053 million was compared to its
recoverable amount, using the higher of a value in use (VIU), or
fair value less cost of disposal (FVLCD) methodology. The VIU
methodology would have resulted in a significant further
impairment, while the FVLCD methodology resulted in an impairment
charge of £134 million. Further details of the calculations
involved are provided in Note 1.
The regulatory and legal charges
credit of £7 million represents changes in the best estimates to
settle present obligations for Royal Mail and GLS. The prior year
debit of £6 million was in respect of the fine issued by Ofcom in
respect of the 2022-23 USO Quality of Service
performance.
Incremental bid costs of £22
million (H1 2023-24: £nil) represent the one-off costs incurred by
the group in relation to the takeover bid by EP Group.
These costs mainly relate to the provision of
financial and legal advice.
Legacy/other items mainly relates
to a £3 million release (H1 2023-24: £nil) of the industrial
diseases provision.
5. Taxation
The Group recognised a reported
tax charge of £29 million (H1 2023-24: £29 million) which consists
of a tax charge of £30 million (H1 2023-24: £33 million) in GLS and
a tax credit of £1 million (H1 2023-24: £4 million credit) in Royal
Mail.
The GLS reported effective tax
rate of 29.4% (H1 2023-24: 25.8%) is higher than the GLS weighted
average tax rate of 20.7% (H1 2023-24: 21.9%) mainly due to the
effect of losses in certain territories for which no deferred tax
credit is recognised and the non-tax-deductible legal and
regulatory provisions in GLS.
Royal Mail has a tax credit of £1
million (H1 2023-24: £4 million) on a reported loss before tax of
£98 million (H1 2023-24: £322 million loss). Due to the uncertainty
of generating future taxable profits, Royal Mail continues to not
recognise a tax credit for its losses and other temporary
differences. At 29 September 2024 Royal Mail has unrecognised tax
losses and temporary differences totaling approximately £1,482
million (31 March 2024: £1,487 million). Details of the adjusted
tax results and effective tax rates are provided in the Financial
Review.
6. Earnings per
share
|
26 weeks
ended
29 September
2024
|
26
weeks ended
24
September 2023
|
|
Reported
|
Specific items and other
adjustments1
|
Adjusted
|
Reported
|
Specific
items and other adjustments1
|
Adjusted
|
Loss for the period (£
million)
|
(25)
|
(25)
|
-
|
(223)
|
(6)
|
(217)
|
Weighted average number of shares
issued (million)
|
958
|
n/a
|
958
|
956
|
n/a
|
956
|
Basic earnings per share
(pence)
|
(2.6)
|
n/a
|
-
|
(23.3)
|
n/a
|
(22.7)
|
Diluted earnings per share
(pence)
|
(2.6)
|
n/a
|
-
|
(23.3)
|
n/a
|
(22.7)
|
1. Further details of
specific items and other adjustments can be found in Note
4.
The diluted earnings per share for
the 26 weeks ended 29 September 2024 is based on a weighted average
number of shares of 965,934,561 (H1 2023-24: 963,519,765) to take
account of the potential issue of 621,078 (H1 2023-24: 186,297)
ordinary shares resulting from the Deferred Share Bonus Plan (DSBP)
and 7,811,510 (H1 2023-24: 6,766,251) ordinary shares resulting
from the Long-Term Incentive Plan (LTIP). Management have
historically elected to settle this scheme using shares purchased
from the market.
The 791,502 (H1 2023-24: 526,257)
shares held in an Employee Benefit Trust for the settlement of
options and awards to current and former employees, are treated as
treasury shares for accounting purposes. The Company, however, does
not hold any shares in treasury.
7. Retirement benefit plans
Summary pension information
|
26 weeks ended 29
September
2024
£m
|
26 weeks
ended
24
September
2023
£m
|
Ongoing UK pension service costs
|
|
|
UK defined benefit plans
(including administration costs)1
|
(112)
|
(129)
|
UK defined contribution
plan
|
(68)
|
(66)
|
UK defined benefit and defined
contribution plans' Pension Salary Exchange employer
contributions2
|
(95)
|
(93)
|
Total UK ongoing pension service costs
|
(275)
|
(288)
|
GLS pension costs accounted for on
a defined contribution basis
|
(5)
|
(5)
|
Total Group ongoing pension service costs
|
(280)
|
(293)
|
Cash pension service costs3
|
|
|
UK defined benefit plan's employer
contributions4
|
(3)
|
(127)
|
Defined contribution plans'
employer contributions
|
(73)
|
(71)
|
UK defined benefit and defined
contribution plans' PSE employer contributions
|
(88)
|
(93)
|
|
(164)
|
(291)
|
Pension-related escrow
payments5
|
(101)
|
-
|
Pension-related accruals (timing
difference)5
|
(26)
|
-
|
Total funding cost of accrual
|
(291)
|
(291)
|
|
|
|
Pension charge adjustment excluding pension escrow
release6
|
11
|
(2)
|
1.
These pension service costs are charged to the income statement.
They represent the cost (as a percentage of pensionable payroll -
13.2% (H1 2023-24: 14.8%)) of the increase in the defined benefit
obligation due to members earning one more half years' worth of
pension benefits. They are calculated in accordance with IAS 19 and
are based on market yields (high-quality corporate bonds and market
implied inflation) at the beginning of the reporting year. Also
included are pensions administration costs for the RMPP of £6
million (H1 2023-24: £6 million) and the DBCBS of £2 million (H1
2023-24: £2 million).
2.
Eligible employees who are enrolled into PSE opt out of making
employee contributions to their pension and the Group makes
additional contributions in return for a reduction in basic
pay.
3.
These values exclude the impact of any timing differences in
pension payments and represent the equivalent cash costs of the
amounts charged to the income statement in the period.
4.
The employer contribution cash flow rate of 15.6% is paid in
respect of the DBCBS (H1 2023-24: 15.6%). These contribution rates
are fixed, with actuarial funding valuations carried out every
three years to determine whether additional deficit contributions
are required. These actuarial valuations are required to be carried
out on assumptions determined by the Trustee and agreed by Royal
Mail. The most recent triennial valuation at 31 March 2021 was
completed in May 2022 and no additional contributions were
required. Also, the H1 2024-25 figures do not include £120 million
relating to April - September 2024 contributions that were paid to
the pensions escrow account.
5.
This relates to contributions of £101 million (H1 2023-24: £nil)
that were made into the pensions escrow account for April to August
2024 and a timing difference of a further £19 million
6.
Excludes £nil (H1 2023-24: £130 million) adjustment in relation to
the release of pension escrow, see Financial Review for further
details.
Virgin Media Case
The Group is aware of the 2023 high
court case that considered the validity of deeds where no s.37
confirmations (confirming that the minimum level of benefits had
not been breached) was attached to the deed. Group Legal carried
out a review of all the RMPP deeds of amendment over the period
when the requirements were in force when the initial Virgin Media
judgement was published. The conclusion was that all the necessary
s.37 confirmations were in place until contracting out ceased to
apply in 2016. The Group's view is that there is no impact on the
RMPP benefits or on the Group's accounting position; the appeal
judgement does not change this view.
7. Retirement benefit plans (continued)
Below is a summary of the combined
plans' assets and liabilities on an accounting (IAS 19)
basis.
|
DBCBS
|
RMPP
|
RMSEPP
|
At 29
September
2024
£m
|
At
31
March
2024
£m
|
At 29
September
2024
£m
|
At
31
March
2024
£m
|
At 29
September
2024
£m
|
At
31
March
2024
£m
|
Fair value of plans'
assets
|
2,032
|
1,903
|
6,754
|
6,983
|
-
|
7
|
Present value of plans'
liabilities7
|
(2,051)
|
(1,963)
|
(4,416)
|
(4,521)
|
-
|
-
|
(Deficit)/surplus in plans
(pre-withholding tax payable)
|
(19)
|
(60)
|
2,338
|
2,462
|
-
|
7
|
Withholding tax
payable8
|
n/a
|
n/a
|
(585)
|
(616)
|
-
|
(2)
|
(Deficit)/surplus in plans
|
(19)
|
(60)
|
1,753
|
1,846
|
-
|
5
|
7.
The DBCBS liabilities as at 31 March 2024 were reduced by a one-off
past service credit of £172 million which arose from the change in
constructive obligation.
8.
Any reference to a withholding tax adjustment relates to
withholding tax payable on distribution of a pension
surplus.
Having taken legal advice with
regards to the rights of the Group under the Trust deeds and rules,
the Directors believe there is an obligation to recognise a pension
surplus for the RMPP on an accounting basis. The surplus on an
accounting basis will be different to the scheme's funding
position. Under IAS 19 and IFRIC 14, it must recognise the economic
benefit it considers to arise from either a reduction to its future
contributions or a refund of the surplus at some point in the
future, using current long-term accounting assumptions at the
reporting date. This is a technical adjustment made on an
accounting basis only.
This surplus is presented on the
balance sheet net of a withholding tax adjustment of £585 million
(at 31 March 2024: £616 million) in respect of the RMPP, which
represents the tax that would be withheld on the surplus amount.
Any actuarial surplus will remain in the RMPP for the benefit of
members until the point at which all benefits have been paid out or
secured.
Under the terms of the DBCBS, any
surplus would be awarded to members and therefore if this section
was found to be in surplus the defined benefit liabilities would
increase to equal the asset value under IAS 19.
The Group's obligations under the
RMSEPP have now been fully extinguished and the Plan was wound up
in April 2024. The residual assets were returned to the Group after
the remaining closure expenses and the deduction of withholding
tax.
Major long-term assumptions used for accounting (IAS 19)
purposes - RMPP and DBCBS
IAS 19 assumptions are derived
separately for the legacy RMPP and DBCBS, in particular taking into
account the different weighted durations of the future benefit
payments.
The major assumptions used to
calculate the accounting position of the pension plans are as
follows:
|
At 29
September
2024
|
At 31
March
2024
|
Retail Price Index (RPI) -
RMPP
|
3.2%
|
3.2%
|
Retail Price Index (RPI) -
DBCBS
|
3.2%
|
3.3%
|
Consumer Price Index (CPI) -
RMPP
|
2.9%
|
2.9%
|
Consumer Price Index (CPI) -
DBCBS
|
2.8%
|
2.9%
|
Discount rate -
RMPP9
|
|
|
- nominal
|
5.1%
|
4.9%
|
- real (nominal less
RPI)
|
1.9%
|
1.7%
|
Discount rate -
DBCBS10
|
|
|
- nominal
|
4.9%
|
4.8%
|
- real (nominal less
RPI)
|
1.7%
|
1.5%
|
9.
The discount rate reflects the average duration of the RMPP
benefits of around 18.5 years (at 31 March 2024: 19 years). The
reduction in duration is primarily due to the increase in the
liability discount rate.
10. The discount
rate reflects the average duration of the DBCBS benefits of 10
years (at 31 March 2024: 11 years). The pension service cost
applicable for 2024-25 is based on 1 April 2024
assumptions.
8. Assets and liabilities held for sale
The balance sheet values of the
assets and liabilities held for sale during the reporting period
are shown below.
|
At 29 September
2024
£m
|
At 31
March
2024
£m
|
|
Property and other assets held for
sale
|
3
|
42
|
Liabilities held for
sale
|
-
|
(24)
|
Total
|
3
|
18
|
|
|
|
| |
During the reporting period,
assets and liabilities of the GLS US freight business with a
carrying value of £15 million, which were recognised as held for
sale at 31 March 2024, were sold for £15 million.
The £3 million carrying value of
property assets held for sale at the balance sheet date mainly
comprises the depot at Royal College Street, Camden,
London.
9. Financial assets and liabilities
Classification, carrying amount and fair value of financial
assets and liabilities
The following analysis shows the
classification, carrying amount and fair value of the Group's
financial assets.
|
Level
|
|
Classification
|
At 29
September
2024
Carrying
amount
£m
|
At 29
September
2024
Fair
value
£m
|
At 31
March
2024
Carrying
amount
£m
|
At 31
March 2024 Fair value £m
|
Financial assets
|
|
|
|
|
|
|
|
Cash
|
1
|
|
|
335
|
335
|
457
|
457
|
Cash held within cash
pool
|
|
|
|
58
|
58
|
56
|
56
|
Client Cash
|
|
|
|
39
|
39
|
47
|
47
|
All other cash
|
|
|
|
238
|
238
|
354
|
354
|
Cash equivalent
investments
|
1
|
|
|
407
|
407
|
573
|
573
|
Money market funds
|
|
|
FVTPL
|
357
|
357
|
428
|
428
|
Short-term deposits -
bank
|
|
|
Amortised cost
|
50
|
50
|
145
|
145
|
Cash and cash
equivalents1
|
|
|
|
742
|
742
|
1,030
|
1,030
|
Current asset investments -
short-term deposits - bank
|
1
|
|
Amortised cost
|
-
|
-
|
216
|
216
|
Pension escrow investments - long
term
|
1
|
|
FVTPL
|
160
|
160
|
102
|
102
|
Pension escrow investments - short
term
|
1
|
|
FVTPL
|
70
|
70
|
-
|
-
|
Trade and other
receivables2
|
2
|
|
Amortised cost
|
1,427
|
1,427
|
1,493
|
1,493
|
Derivative assets
(current)
|
2
|
|
FVTPL
|
-
|
-
|
6
|
6
|
Derivative assets
(non-current)
|
2
|
|
FVTPL
|
-
|
-
|
2
|
2
|
Total financial assets
|
|
|
|
2,399
|
2,399
|
2,849
|
2,849
|
1.
Cash and cash equivalents shown in the consolidated statement of
cash flows includes bank overdrafts that are part of a cash pool
for the UK companies which generally has a net £nil balance across
the Group and forms an integral part of the Group's cash
management.
2.
Trade and other receivables excludes prepayments of £151 million
(at 31 March 2024 £102 million).
9. Financial assets and liabilities
(continued)
The following analysis shows the
classification, carrying amount and fair value of the Group's
financial liabilities.
|
Level
|
Classification
|
At 29 September
2024
Carrying amount
£m
|
At 29 September
2024
Fair
value
£m
|
At 31
March
2024
Carrying amount
£m
|
At 31
March
2024
Fair value
£m
|
Financial liabilities
|
|
|
|
|
|
|
Bank overdrafts (in a cash
pool)1
|
1
|
|
(58)
|
(58)
|
(56)
|
(56)
|
Obligations under leases
(current)
|
2
|
Amortised cost
|
(246)
|
(246)
|
(241)
|
(241)
|
Interest-bearing loans &
borrowings (current)
|
|
|
(3)
|
(3)
|
(315)
|
(313)
|
Asset finance
|
2
|
Amortised cost
|
(3)
|
(3)
|
(3)
|
(3)
|
€364.5 million 2024
bond
|
2
|
Amortised cost
|
-
|
-
|
(312)
|
(310)
|
Trade and other
payables3
|
2
|
Amortised cost
|
(1,665)
|
(1,665)
|
(1,879)
|
(1,879)
|
Derivative liabilities
(current)
|
2
|
FVTPL
|
(20)
|
(20)
|
(16)
|
(16)
|
Interest-bearing loans &
borrowings (non-current)
|
|
|
(1,144)
|
(1,165)
|
(1,168)
|
(1,175)
|
€550 million 2026 bond
|
2
|
Amortised cost
|
(458)
|
(443)
|
(469)
|
(440)
|
€500 million 2028 bond
|
2
|
Amortised cost
|
(414)
|
(440)
|
(425)
|
(445)
|
£250 million 2030 bond
|
2
|
Amortised cost
|
(248)
|
(258)
|
(248)
|
(264)
|
Asset finance
|
2
|
Amortised cost
|
(24)
|
(24)
|
(26)
|
(26)
|
Obligations under leases
(non-current)
|
2
|
Amortised cost
|
(1,185)
|
(1,159)
|
(1,182)
|
(1,097)
|
Derivative liabilities
(non-current)
|
2
|
FVTPL
|
(36)
|
(36)
|
(24)
|
(24)
|
Total financial liabilities
|
|
|
(4,357)
|
(4,352)
|
(4,881)
|
(4,801)
|
Net total financial liabilities
|
|
|
(1,958)
|
(1,953)
|
(2,032)
|
(1,952)
|
1.
Cash and cash equivalents shown in the consolidated statement of
cash flows includes bank overdrafts that are part of a cash pool
for the UK companies which generally has a net £nil balance across
the Group and forms an integral part of the Group's cash
management.
3.
Trade and other payables excludes advance customer payments of £211
million (at 31 March 2024: £227 million). Trade and other payables
includes a balance of £4 million (at 31 March 2024 £11 million)
measured at fair value level 3 relating to deferred consideration
on acquisitions.
Derivatives that do not qualify
for hedge accounting are classified as fair value through profit
and loss (FVTPL) and any gains or losses arising from changes in
fair value are taken directly to the income statement in the
period.
The main purpose of these
financial instruments is to raise finance and manage the liquidity
needs of the business' operations. The Group has various other
financial instruments such as trade receivables and trade payables
which arise directly from operations and are not considered further
in this Note.
No speculative trading in
financial instruments has been undertaken during the current or
comparative reporting periods, in line with
Group policy.
Fair value measurement of financial
instruments
All assets and liabilities for
which fair value is measured or disclosed in the financial
statements are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is
significant to the fair value measurement as a whole:
Level 1 - Quoted (unadjusted)
market prices in active markets for identical assets or
liabilities.
Level 2 - Inputs other than quoted
prices included within Level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices).
Level 3 - Inputs for the asset or
liability that are not based on observable market data
(unobservable inputs).
The fair value of quoted
investments is determined by reference to bid prices at the close
of business on the balance sheet date.
Where there is no active market,
fair value is determined using valuation techniques. These include
using recent arm's length market transactions; reference to the
current market value of another instrument which is substantially
the same; and discounted cash flow analysis and pricing
models.
9. Financial assets and liabilities
(continued)
The Group determines whether any
transfers have occurred between levels in the hierarchy by
reassessing categorisation at the end of each reporting period. For
the purposes of disclosing the Level 2 fair value of investments
held at amortised cost in the balance sheet, in the absence of
quoted market prices, fair values are calculated by discounting the
future cash flows of the financial instrument using quoted
equivalent interest rates as at close of business at the balance
sheet date. For the bonds, the disclosed fair value is calculated
using the closing market bond price (converting to Sterling using
the closing spot Sterling/Euro exchange rate for the
Euro-denominated bonds).
For the purposes of comparing
carrying amounts to fair value, fair values have been calculated
using current market prices (bond price, interest rates, forward
exchange rates and commodity prices) and discounted using
appropriate discount rates.
10. Provisions
|
Charged as specific
items
|
|
Charged in operating
costs
|
|
|
Industrial diseases
£m
|
Regulatory and legal
£m
|
Other
£m
|
|
Voluntary redundancy
£m
|
Property
decomm-
issioning
£m
|
Litigation claims
£m
|
Other
£m
|
Total
£m
|
At 31 March 2024
|
(39)
|
(52)
|
(3)
|
|
(3)
|
(22)
|
(52)
|
(13)
|
(184)
|
Released/(charged)
|
4
|
7
|
-
|
|
(15)
|
(3)
|
(20)
|
(3)
|
(30)
|
Reclassifications
|
-
|
-
|
-
|
|
3
|
-
|
-
|
1
|
4
|
Utilised
|
1
|
-
|
-
|
|
10
|
1
|
20
|
2
|
34
|
Forex adjustment
|
-
|
1
|
-
|
|
-
|
-
|
-
|
-
|
1
|
Unwinding of discount
|
(1)
|
-
|
-
|
|
-
|
-
|
-
|
-
|
(1)
|
At 29 September 2024
|
(35)
|
(44)
|
(3)
|
|
(5)
|
(24)
|
(52)
|
(13)
|
(176)
|
Disclosed as:
|
|
|
|
|
|
|
|
|
|
Current
|
(4)
|
(25)
|
-
|
|
(5)
|
(7)
|
(41)
|
(1)
|
(83)
|
Non-current
|
(31)
|
(19)
|
(3)
|
|
-
|
(17)
|
(11)
|
(12)
|
(93)
|
At 29 September 2024
|
(35)
|
(44)
|
(3)
|
|
(5)
|
(24)
|
(52)
|
(13)
|
(176)
|
Disclosed as:
|
|
|
|
|
|
|
|
|
|
Current
|
(7)
|
(37)
|
-
|
|
(3)
|
(4)
|
(42)
|
(2)
|
(95)
|
Non-current
|
(32)
|
(15)
|
(3)
|
|
-
|
(18)
|
(10)
|
(11)
|
(89)
|
At 31 March 2024
|
(39)
|
(52)
|
(3)
|
|
(3)
|
(22)
|
(52)
|
(13)
|
(184)
|
Specific items provisions
Royal Mail has a potential
liability for industrial diseases claims relating to individuals
who were employed in the former General Post Office
Telecommunications company and whose employment ceased prior to
October 1981. The provision is derived using estimates and ranges
calculated by its actuarial consultant, based on current experience
of claims, and an assessment of potential future claims, the
majority of which are expected to be received over the next 25 to
35 years. Royal Mail has a rigorous process for ensuring that only
valid claims are accepted. In the reporting period, the rate by
which liabilities are discounted increased by 12 basis points, this
combined with a decrease in the level of claims has resulted in a
£4 million release of the provision at 29 September 2024. A further
£1 million was utilised for claims settled in the
period.
The regulatory and legal
provisions are pertaining to regulatory obligations for both Royal
Mail and GLS.
Operating costs provisions
During the year Royal Mail has
carried out a number of voluntary redundancy exercises mainly with
the aim to improve operational efficiency. This has resulted in a
charge during the year of £15 million with £10 million being
utilised during the period. At the reporting date £3 million was
reclassified to accruals due to more certainty over the amount and
timing of the settlement of the liability.
Property decommissioning
obligations represent an estimate of the costs of removing fixtures
and fittings and restoring leased properties to their original
condition.
Provisions for litigation claims,
are based on best estimates as advised by external legal experts,
mainly comprise outstanding liabilities in relation to road traffic
accidents and personal injury claims.
11. Contingent liabilities and contingent
assets
The probability of the following
contingent liabilities resulting in an outflow of benefits and
their financial impact cannot be estimated reliably due to the
nature of the cases and respective legal processes.
Contingent liabilities
Whistl damages
claim
In October 2018, Whistl filed a
damages claim against Royal Mail at the High Court relating to
Ofcom's decision of 14 August 2018, which found that Royal Mail had
abused its dominant position. Whistl's High Court claim was paused
until after the completion of the appeal by Royal Mail against the
Ofcom decision. Following the exhaustion of Royal Mail's appeal
against the Ofcom decision, the stay on Whistl's related damages
claim has been lifted, and in March 2023, the proceedings were
transferred from the High Court to the Competition Appeal Tribunal.
A trial date has been set for November 2025, and a number of
pre-trial steps are progressing. Whistl has pleaded that the
estimated value of its losses exceeds £600 million. Given the
early stage of the proceedings it is currently not possible to
determine the outcome of the trial or quantify any potential
liability, and therefore no liability has been recognised. IDS and
Royal Mail consider Whistl's claim to be unsubstantiated and are
defending it robustly.
In June 2024, a company called
Bulk Mail Claim Ltd (BMCL) commenced legal proceedings against IDS
in the Competition Appeal Tribunal. This proceeding relates to the
Whistl claim above. BMCL alleges that, but for the anti-competitive
conduct as found by Ofcom, Whistl's end to end business would have
succeeded which would have increased competition in the bulk mail
market and led to lower prices.
BMCL has estimated that the total
value of the claim is £878 million. IDS considers BMCL's claim to
be highly speculative and unsubstantiated and will defend it
robustly.
Contingent asset
Court awarded
compensation
In 2016 and 2017, Royal Mail
investigated a group of companies and individuals suspected of a
long-running under-declaration fraud. A number of individuals were
charged for conspiracy to commit (statutory) fraud and a further
charge of conspiracy to commit false accounting. The main
defendants have pleaded guilty and will be sentenced in the coming
months.
Work is ongoing regarding the
recovery of certain identified assets and at the balance sheet
date, assets with a value of £3 million have been recovered and a
further £8 million have been recognised on the balance sheet as
recoverable, for which management considers the recovery of assets
of this value to be virtually certain. In addition, management also
considers that further assets with a value of up to £4 million
could potentially be recovered over the next two to three years,
although there is not sufficient certainty at the balance sheet
date for these to be recognised.
12. Share capital and reserves
Authorised and issued
|
At 29 September
2024
£m
|
At
31
March
2024
£m
|
958,293,475 (2023-24: 958,293,475)
ordinary shares of £0.01 each
|
10
|
10
|
Total
|
10
|
10
|
|
|
| |
A final dividend of two pence per
share in respect of 2023-24 was paid on 29 September 2024. No FY
2024-25 interim dividend to be paid.
13. Events after the balance sheet date
Acquisition of 20% of the shares in ACS Postal Services SMSA
("ACS")
On 21 October 2024, GLS entered
into a definitive agreement to acquire 20% of the shares in ACS
from Quest Holdings for a total consideration of €74 million. ACS
has been operating as the GLS network partner in Greece since 2004.
The investment in ACS is consistent with GLS' strategy to
strengthen its parcel operations, including within the cross-border
deferred segment. In addition to the initial investment, GLS has
also secured a call option to acquire the remaining 80% of the
share capital of ACS within two years, to be exercised on 31
October 2025 or 30 October 2026.
In the event that GLS does not
exercise this call option Quest Holdings will have the right to
repurchase from GLS and GLS the right to sell 20% of ACS' share
capital to Quest Holdings unless certain criteria are met, in which
case this period can be unilaterally extended by Quest Holdings to
29 October 2027. GLS will have the right to appoint a minority of
directors to the company's Board of Directors during the minority
investment period.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE
HALF YEAR FINANCIAL REPORT
The Directors confirm that to the
best of our knowledge:
· The
condensed set of financial statements, which has 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:
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 set of financial statements; and a
description of the principal risks and uncertainties for the
remaining six months of the year; and
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 Group during that period; and any changes in the related
party transactions described in the last annual report that could
do so.
The Directors of International
Distribution Services plc are as listed in the International
Distribution Services plc Annual Report and Financial Statements
2023-24.
A list of current Directors is
maintained at https://www.internationaldistributionservices.com/en/
By order of the Board
Michael
Snape
Group Chief Financial Officer of International Distribution
Services plc
20 November 2024
INDEPENDENT REVIEW REPORT TO INTERNATIONAL DISTRIBUTION
SERVICES PLC
Conclusion
We have been engaged by
International Distribution Services plc ('the Company') to review
the condensed set of consolidated financial statements in the
half-yearly financial report for the 26 weeks ended 29 September
2024 which comprises the condensed consolidated income statement,
the condensed consolidated statement of comprehensive income, the
condensed consolidated balance sheet, the condensed consolidated
statement of changes in equity, the condensed consolidated
statement of cash flows and the related explanatory
notes.
Based on our review, nothing has
come to our attention that causes us to believe that the condensed
set of consolidated financial statements in the half-yearly
financial report for the 26 weeks ended 29 September 2024 is not
prepared, in all material respects, in accordance with IAS 34
Interim Financial Reporting as adopted for use in the UK and the
Disclosure Guidance and Transparency Rules ('the DTR') of the UK's
Financial Conduct Authority ('the UK FCA').
Material uncertainty related to going
concern
We draw attention to Note 1 to the
condensed set of consolidated financial statements which indicates
that there are uncertainties arising from the Offer, received from
EP UK Bidco Limited to acquire IDS plc and the impact that a change
in control could have on the Group's borrowings given the nature of
those contractual arrangements and lack of visibility over
post-acquisition funding. These events and conditions, along with
the other matters explained in Note 1, constitute a material
uncertainty that may cast significant doubt on the group's ability
to continue as a going concern.
Our conclusion is not modified in
respect of this matter.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410 Review of Interim Financial
Information Performed by the Independent Auditor of the
Entity ('ISRE (UK) 2410') issued for use in the UK. A review
of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting
matters, and applying analytical and other review procedures. We
read the other information contained in the half-yearly financial
report and consider whether it contains any apparent misstatements
or material inconsistencies with the information in the condensed
set of consolidated financial statements.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusions relating to going concern
The Directors have prepared the
condensed set of consolidated financial statements on the going
concern basis. As stated above, they have concluded that a material
uncertainty related to going concern exists.
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis of conclusion section of this report,
nothing has come to our attention that causes us to believe that
the Directors have inappropriately adopted the going concern basis
of accounting, or that the Directors have identified material
uncertainties relating to going concern that have not been
appropriately disclosed.
This conclusion is based on the
review procedures performed in accordance with ISRE (UK) 2410.
However, future events or conditions may cause the Group to cease
to continue as a going concern, and the above conclusions are not a
guarantee that the Group will continue in operation.
Directors' responsibilities
The half-yearly financial report
is the responsibility of, and has been approved by, the Directors.
The Directors are responsible for preparing the half-yearly
financial report in accordance with the DTR of the UK
FCA.
As disclosed in Note 1, the annual
financial statements of the Group are prepared in accordance with
UK-adopted international accounting standards.
The Directors are responsible for
preparing the condensed set of consolidated financial statements
included in the half-yearly financial report in accordance with IAS
34 as adopted for use in the UK.
In preparing the condensed set of
consolidated financial statements, the Directors are responsible
for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors
either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
Our responsibility
Our responsibility is to express
to the Company a conclusion on the condensed set of consolidated
financial statements in the half-yearly financial report based on
our review. Our conclusion, including our conclusions relating to
going concern, are based on procedures that are less extensive than
audit procedures, as described in the Basis for conclusion section
of this report.
The purpose of our review work and to whom we owe our
responsibilities
This report is made solely to the
Company in accordance with the terms of our engagement to assist
the Company in meeting the requirements of the DTR of the UK FCA.
Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report
and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the
Company for our review work, for this report, or for the
conclusions we have reached.
Andrew Bradshaw
For and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
London
E14 5GL
20 November 2024
FORWARD-LOOKING STATEMENTS
This announcement contains certain
forward-looking statements concerning the Group's business,
financial condition, results of operations and certain Group's
plans, objectives, assumptions, projections, expectations or
beliefs with respect to these items. Forward-looking statements are
sometimes, but not always, identified by their use of a date in the
future or such words as 'anticipates', 'aims', 'due', 'could',
'may', 'will', 'would', 'should', 'expects', 'believes', 'intends',
'plans', 'potential', 'targets', 'goal', 'forecasts' or 'estimates'
or similar expressions or negatives thereof.
Forward-looking statements involve
known and unknown risks, uncertainties and other factors, which may
cause the Group's actual financial condition, performance and
results to differ materially from the plans, goals, objectives and
expectations set out in the forward-looking statements included in
this announcement.
All written or verbal
forward-looking statements, made in this announcement or made
subsequently, which are attributable to the Group or any persons
acting on its behalf are expressly qualified in their entirety by
the factors referred to above. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements. No
assurance can be given that the forward-looking statements in this
announcement will be realised; actual events or results may differ
materially as a result of risks and uncertainties facing the Group.
Subject to compliance with applicable law and regulation, the Group
does not intend to update the forward-looking statements in this
announcement to reflect events or circumstances after the date of
this announcement, and does not undertake any obligation to do
so.
Other than in relation to the
Royal Mail Profit Forecast, no statement in this announcement is
intended as a profit forecast or estimate for any
period.
POST-OFFER UNDERTAKINGS OR POST-OFFER INTENTION
STATEMENTS
No statement in this announcement
constitutes a "post-offer undertaking" or a "post-offer intention
statement" for the purposes of Rule 19.5 or Rule 19.6, as
applicable, of the Takeover Code.
Appendix 1
Profit forecast for purposes of the Takeover
Code
On 18 May 2023, IDS released its
unaudited preliminary results for the 52-week period ended 26 March
2023, which included the Royal Mail Profit Forecast, as
follows:
"Royal Mail: Targeting to restore
profitability in Royal Mail over the two remaining years of the
recommended pay deal, with a return to adjusted operating profit
(before voluntary redundancy costs) in 2024-25."
The Royal Mail Profit Forecast was
repeated in IDS' unaudited results for the half year ended 24
September 2023 released on 16 November 2023, as follows:
"On a 2-year outlook, we are still targeting Royal Mail to
return to adjusted operating profit (excluding voluntary
redundancy
costs) in FY 2024-25, although the current weaker
macroeconomic conditions represent a significant
headwind."
The Royal Mail Profit Forecast was
first made before EP Group made an approach with regard to a
possible offer for IDS and accordingly the requirements of Rule
28.1(c) of the Takeover Code apply to the Royal Mail Profit
Forecast. In the Offer document published on 26 June 2024, the
Directors of IDS confirmed that the Royal Mail Profit Forecast
continued to be valid as at that date, had been properly compiled
on the basis of the assumptions stated therein and that the basis
of accounting used was consistent with IDS' accounting
policies.
The Directors of IDS confirm that the Royal Mail Profit
Forecast continues to be valid as at the date of this
announcement.
Set out below is the basis of
preparation of the Royal Mail Profit Forecast and the assumptions
on which it is based.
Basis of
preparation
The Royal Mail Profit Forecast has
been prepared on a basis consistent with IDS' accounting policies
which are consistent with those applied in the preparation of IDS'
results for the 53-week financial period ended on 31 March
2024.
The Royal Mail Profit Forecast has
been prepared on the basis referred to above and subject to the
principal assumptions set out below. The Royal Mail Profit Forecast
is inherently uncertain and there can be no guarantee that any of
the factors referred to under 'Assumptions' below will not occur
and/or, if they do, their effect on IDS' and/or Royal Mail's
results of operations, financial condition or financial
performance, may be material. The Royal Mail Profit Forecast should
therefore be read in this context and construed
accordingly.
Assumptions
The Royal Mail Profit Forecast is
based on the assumptions listed below:
1.1 Factors outside the
influence or control of the Directors of IDS:
(a) there being no changes
to existing prevailing macroeconomic, regulatory or political
conditions in the markets and regions in which Royal Mail
operates that would materially affect the business, including there
being no changes due to any impact of the ongoing Ukraine-Russian
and Israel-Palestine crises;
(b) the inflation, interest,
foreign exchange and tax rates in the markets and regions in which
Royal Mail operates remaining materially unchanged from the
prevailing rates;
(c) there being no material
adverse events that would have a significant impact on Royal Mail's
financial performance, including litigation, change in political
regime, climate change or adverse weather events;
(d) there being no
industrial action involving Royal Mail;
(e) there being no reform of
the Universal Service Obligation of Royal Mail;
(f) there being no
material changes in market conditions over the forecast period to
30 March 2025;
(g) there being no business
disruptions that materially affect Royal Mail or its key customers
or any major breach of information security or data protection
regulation as a result of a cyberattack and/or technological
issues;
(h) there being no material
impact on stakeholder relationships on account of any offer for
IDS;
(i) there being no
material adverse outcome from any ongoing or future disputes with
any customer, competitor, regulator or tax authority;
(j) there being no
material adverse impact on the health, safety and wellbeing of
Royal Mail's employees, no material change in employee attrition
rates and no material change in Royal Mail's labour costs,
including medical and pension and other post retirement benefits
driven by external parties or regulations; and
(k) there being no material
changes in legislation, taxation, regulatory requirements,
applicable standards or the position of any regulatory bodies
impacting on Royal Mail's operations or on the accounting policies
of IDS.
1.2 Factors
within the influence or control of the Directors of IDS:
(a) there being no further
material change to the present management of IDS;
(b) there being no material
adverse change in IDS' ability to maintain customer and partner
relationships and to meet customer needs and
expectations;
(c) all long-term customers
being retained and continuing to generate revenues in line with
their historical trends and past behaviours and there being
no loss of customer contracts or volumes of activity unless a
contract is due to terminate in the period to 30 March
2025;
(d) there being no material
corporate acquisitions or disposals, developments, partnership or
joint venture agreements being entered into by Royal Mail, prior to
30 March 2025 (for the avoidance of doubt, other than any offer for
IDS);
(e) there being no material
strategic investments over and above those currently
planned;
(f) there being no
material changes in the dividend or capital policies of
IDS;
(g) IDS' accounting policies
being consistently applied over the forecast period;
(h) there being no material
change in the operational strategy of IDS and/or Royal Mail;
and
(i) there being no
inability to secure ongoing access to finance and/or to manage
working capital and cash to support the ongoing running of, and
investment in Royal Mail.
Statement of the Directors
of IDS
The Directors of IDS have
considered the Royal Mail Profit Forecast and confirm that it
remains valid as at the date of this announcement, has been
properly compiled on the basis of the assumptions set out above and
the basis of accounting used is consistent with IDS' accounting
policies.