TIDMVIC
RNS Number : 6653I
Victorian Plumbing Group plc
06 December 2022
Victorian Plumbing Group PLC
Full year results for the year ended 30 september 2022
Results ahead of expectations, with H2 revenue growth as the
Group demonstrates continued trading momentum and further market
share gains, supported by a robust balance sheet
Board proposes maiden ordinary full year dividend of 1.1p and an
additional special dividend of 1.7p
Victorian Plumbing Group plc ('Victorian Plumbing', 'the
Group'), the UK's leading online specialist bathroom retailer,
announces its full year results for the year ended 30 September
2022 ('2022').
2022 2021 Change
----------------------------------------- ---------- ---------- --------
Revenue GBP269.4m GBP268.8m -%
Gross profit(1) GBP121.0m GBP130.5m (7%)
Gross profit margin(2) 45% 49% (4ppts)
Adjusted EBITDA(3) GBP19.5m GBP40.1m (51%)
Adjusted EBITDA margin(4) 7% 15% (8ppts)
Operating profit GBP12.1m GBP20.0m (40%)
Net cash GBP45.5m GBP32.7m 39%
Adjusted diluted earnings per share(10) 3.9p 9.3p (58%)
Ordinary full year dividend per share 1.1p - -
Special dividend per share 1.7p - -
Financial highlights
-- H2 revenue up 6% on last year with revenue for the full year broadly
flat at GBP269.4 million (2021: GBP268.8 million); an increase
of 78% when compared to FY19, pre-Covid-19
-- Further market share gains establishing Victorian Plumbing's position
as the UK's No.1 bathroom retailer(13)
-- Gross profit margin increased in H2 to 45% (H1: 44%) with gross
profit for the year of GBP121.0 million (2021: GBP130.5 million)
and a gross profit margin of 45% (2021: 49%)
-- Adjusted EBITDA of GBP19.5 million (2021: GBP40.1 million) with
adjusted EBITDA margin of 7% (2021: 15%)
-- Robust, debt-free balance sheet with closing net cash position
of GBP45.5m (2021: GBP32.7m)
-- Free cash flow(11) of GBP14.3 million (2021: GBP32.6 million).
Operating cash conversion(6) of 73% (2021: 81%)
-- The Board proposes a maiden ordinary full year dividend of 1.1p
per share and a special dividend of 1.7p per share with a total
cash distribution to shareholders of GBP9.0m
Operational and strategic highlights
-- Average order value(8) up 3% to GBP306 (2021: GBP297) , against
a tough market backdrop that saw total orders(7) reduce by 3% to
880,000 (2021: 906,000) with an increase of +2% in H2
-- Marketing spend as a percentage of revenue increased to 28% (2021:
26%) reflecting strategic increased investment during H1 FY22 to
drive demand as the UK emerged from Covid-19 related lockdown restrictions,
resulting in significant market share gains
-- Trustpilot rating(9) of 'Excellent' with an increased average score
of 4.5 (2021: 4.3)
-- Further progress in our strategic growth areas of 'Trade' and 'Adjacent
categories':
o Trade revenue grew 25% to GBP52.8m (2021: GBP42.1m), representing
20% of total revenue (2021: 16%). During H1 2022 we also launched
our first ever targeted trade radio campaign
o Increased our range of tiles by 56% and lighting by 53% since
September 2021, which has driven an increase in revenue from these
categories of 23% in 2022. Planned increase in warehouse space
will facilitate further growth in these categories
-- Investment in technology platform to drive future growth:
o Final testing of website re-platform, which will enhance the
customer journey
o Development and testing of new Trade app, to drive engagement
and repeat business from Trade customers
-- Good progress on securing new warehouse facilities to support efficiency
opportunities and future capacity growth
Current Trading and Outlook
-- T he Group has had a strong start to FY23 with 10% revenue growth
to date, whilst maintaining H2 gross profit margin and with lower
marketing spend versus the comparative period last year
-- We are conscious of the current macroeconomic conditions and will
continue to monitor consumer behaviour and tailor our pricing and
marketing approach accordingly
-- We continue to focus on our long-term goals and are making good
progress on all of our strategic growth areas. Underpinned by our
market share gains we are confident in the future growth prospects
of the Group.
Mark Radcliffe, Founder and Chief Executive Officer of Victorian
Plumbing Group plc, said:
"Following a tough first half of the financial year, we have
returned to growth in the second half, increasing our market share
and establishing our position as the UK's No.1 bathroom retailer.
Our distinctive brand and extensive choice of quality bathroom
products - including quality own-brand ranges and an unrivalled
suite of third-party options - remain compelling drivers in
attracting consumers to Victorian Plumbing, whilst the strength of
our supply chain and our strategic investment in inventory means
that the majority of our products have high availability.
"As a highly cash generative business with a strong balance
sheet and growing momentum through 2022 and into 2023, we see the
macro operating and economic environment as an opportunity to
further strengthen our market position and we enter the new
financial year as the UK's No. 1 bathroom retailer with confidence
and real excitement in our plans for further progress ."
Analyst presentation
A presentation for analysts will be held at 09:00am GMT, Tuesday
6 December 2022. If you wish to attend, please contact FTI
Consulting via VictorianPlumbing@fticonsulting.com .
-S-
For further information, please contact:
Victorian Plumbing Group plc via FTI Consulting
Mark Radcliffe, Chief Executive Officer +44 20 3727 1000
Paul Meehan, Chief Financial Officer
FTI Consulting (Financial PR) +44 20 3727 1000
Alex Beagley, Eleanor Purdon, Harriet VictorianPlumbing@fticonsulting.com
Jackson, Amy Goldup
Houlihan Lokey UK Ltd (Nominated Adviser)
Sam Fuller, Tim Richardson +44 20 7484 4040
Barclays Bank PLC (Joint Broker)
Nicola Tennent, Stuart Muress +44 20 7623 2323
Numis Securities Limited (Joint Broker)
Luke Bordewich, Tom Jacob, Oliver Steele +44 20 7260 1000
About Victorian Plumbing Group
Victorian Plumbing is the UK's leading online specialist
bathroom retailer, offering a wide range of over 32,000 products to
B2C and Trade customers. Victorian Plumbing offers its customers a
one-stop shop solution for the entire bathroom with more than 130
own and third-party brands across a wide spectrum of price
points.
The Group's product design and supply chain strengths are
complemented by its creative and brand-focused marketing strategy,
which predominantly focuses on online channels to drive significant
and growing traffic to its website.
Headquartered in Skelmersdale, Lancashire, the Group employs
over 550 staff across seven locations in Skelmersdale, Manchester
and Birmingham.
Cautionary statement
This announcement of annual results does not constitute or form
part of and should not be construed as an invitation to underwrite,
subscribe for, or otherwise acquire or dispose of any Victorian
Plumbing Group plc (the "Company") shares or other securities in
any jurisdiction nor is it an inducement to enter into investment
activity nor should it form the basis of or be relied on in
connection with any contract or commitment or investment decision
whatsoever. It does not constitute a recommendation regarding any
securities. Past performance, including the price at which the
Company's securities have been bought or sold in the past, is no
guide to future performance and persons needing advice should
consult an independent financial advisor. This announcement may
include statements that are, or may be deemed to be,
"forward-looking statements" (including words such as "believe",
"expect", "estimate", "intend", "anticipate" and words of similar
meaning). By their nature, forward-looking statements involve risk
and uncertainty since they relate to future events and
circumstances, and actual results may, and often do, differ
materially from any forward-looking statements. Any forward-looking
statements in this announcement reflect management's view with
respect to future events as at the date of this announcement. Save
as required by applicable law, the Company undertakes no obligation
to publicly revise any forward-looking statements in this
announcement, whether following any change in its expectations or
to reflect events or circumstances after the date of this
announcement.
Summary of performance
Units 2022 2021 Change
----------------------------------------------------- ------ ------ --------
Income statement
------------------------------------------------------ ------ ------ --------
Revenue GBPm 269.4 268.8 -%
----------------------------------------- ----------- ------ ------ --------
Gross profit(1) GBPm 121.0 130.5 (7%)
----------------------------------------- ----------- ------ ------ --------
Gross profit margin(2) % 45% 49% (4ppts)
----------------------------------------- ----------- ------ ------ --------
Adjusted EBITDA(3) GBPm 19.5 40.1 (51%)
----------------------------------------- ----------- ------ ------ --------
Adjusted EBITDA margin(4) % 7% 15% (8ppts)
----------------------------------------- ----------- ------ ------ --------
Profit before tax GBPm 11.8 19.7 (40%)
----------------------------------------- ----------- ------ ------ --------
Earnings per share
------------------------------------------------------ ------ ------ --------
Diluted earnings per share(5) pence 2.9 4.5 (36%)
----------------------------------------- ----------- ------ ------ --------
Adjusted diluted earnings per share(10) pence 3.9 9.3 (58%)
----------------------------------------- ----------- ------ ------ --------
Cash flow
------------------------------------------------------ ------ ------ --------
Free cash flow(11) GBPm 14.3 32.6 (56%)
----------------------------------------- ----------- ------ ------ --------
Operating cash conversion(6) % 73% 81% (8ppts)
----------------------------------------- ----------- ------ ------ --------
Net cash and cash equivalents GBPm 45.5 32.7 39%
----------------------------------------- ----------- ------ ------ --------
Key performance indicators
------------------------------------------------------ ------ ------ --------
Total orders(7) '000 880 906 (3%)
----------------------------------------- ----------- ------ ------ --------
Active customers(12) '000 608 638 (5%)
----------------------------------------- ----------- ------ ------ --------
Average order value(8) GBP 306 297 3%
----------------------------------------- ----------- ------ ------ --------
Average Trustpilot rating(9) Score / 5 4.5 4.3 5%
----------------------------------------- ----------- ------ ------ --------
Marketing spend as a % of revenue % 28% 26% (2ppts)
----------------------------------------- ----------- ------ ------ --------
Trade revenue as a % of total % 20% 16% 4ppts
----------------------------------------- ----------- ------ ------ --------
(1) Gross profit is defined as revenue less cost of sales. Cost
of sales includes all direct costs incurred in purchasing products
for resale along with packaging, distribution and transaction
costs.
(2) Gross profit margin is defined as gross profit as a percentage of revenue.
(3) Adjusted EBITDA is defined as operating profit before
depreciation, amortisation, exceptional items and IFRS 2
share-based payments.
(4) Adjusted EBITDA margin is defined as adjusted EBITDA as a percentage of revenue.
(5) Diluted EPS has been calculated as per note 9.
(6) Operating cash conversion is free cash flow as a percentage of adjusted EBITDA.
(7) Total orders is defined as the total number of orders
dispatched to customers in the period.
(8) Average order value is defined as revenue divided by total orders in the period.
(9) The average Trustpilot rating is defined as the monthly
average of all ratings made through Trustpilot.
(10) Adjusted diluted earnings per share is defined as adjusted
net income divided by the weighted average number of shares for
diluted EPS. Adjusted net income is defined as net income before
exceptional items and IFRS 2 share-based payment and after
adjusting for the tax impact of those items.
(11) Free cash flow is cash generated from operating activities
before exceptional items and taxation less capital expenditure and
cash flows relating to leases.
(12) Active customers are the number of unique customers who placed an order in the period.
(13) Mintel UK Bathrooms & Bathrooms Accessories Report 2022.
Summary of operating performance
This has been a year of ongoing change in consumer behaviour as
the UK moved out of the final stages of restrictions related to
Covid-19 into a more normal environment in the second half of the
financial year. Since the Spring, consumers have been facing a
series of headwinds, in particular, general inflation and energy
prices.
Throughout the year, the business has continued to execute on
its strategy to ensure that we provide the most extensive and price
competitive choice of high-quality bathroom products to UK
consumers.
This meant that we returned to revenue growth in the second half
of FY22 and secured our position as the No. 1 retailer of bathroom
products in the UK. Our commitment to provide the most extensive
choice of high quality bathroom products and the best customer
experience sets us up well for the next phase of our growth.
Revenue was in line with last year at GBP269.4 million (2021:
GBP268.8 million) reflecting a decrease in total orders of 3% and
an increase of 3% in the average order value. Adjusted EBITDA
decreased by 51% to GBP19.5 million (2021: GBP40.1 million) and
adjusted EBITDA margin decreased to 7% (2021: 15%).
Against tougher Covid-19 impacted revenue comparisons, relative
performance in H1 of the financial year was impacted by pressures
on margin from the higher cost of product and inbound container
shipping costs, coupled with a strategic decision to be more
proactive in our marketing investment to successfully grow market
share.
Our second half performance has shown growing momentum, with a
return to revenue growth (+6%) alongside a more normalised
marketing spend. Margin improved as we saw some benefit from
reduced container shipping rates, alongside careful management of
price increases offset partially by a weaker dollar exchange rate.
These factors are supporting real momentum for the business going
into FY23.
Our strategic focus
Our strategy covers three growth horizons: core B2C, trade and
adjacent products.
Our core market is retailing bathroom products and accessories
to consumers in the UK through our market leading online platform.
The shift to online in consumers' buying behaviour for bathroom
products and accessories continues and there is still some way to
go before this transition reaches maturity. We are particularly
well placed to continue to gain further market share through these
structural tailwinds and by taking share from traditional physical
retailers and other online competitors, leveraging our market and
brand position and our strong balance sheet.
In the medium term there is a potential further opportunity to
translate our domestic success into carefully selected
international markets.
Our second growth horizon focuses on the B2B opportunity to
retail bathroom products and accessories to Trade customers. In the
year ended 30 September 2022, 20% (2021:16%) of our revenue came
from Trade accounts, compared with an estimated 30-40% of the
market. The Victorian Plumbing brand has historically been mainly
consumer-focused. By broadening our marketing approach, such as via
targeted radio advertising, expanding our focus to provide relevant
products to Trade customers and in particular by providing the best
platform to browse and order tailored for Trade customers' needs,
we believe we can make further meaningful market share gains in
this area.
Finally, our third horizon focuses on adjacent products that
consumers look for when renovating a bathroom. Given our position
in the bathroom product and accessories market, we have an exciting
opportunity to expand our reach into products that often come later
in the buying journey, such as tiles and lighting. We have made
good progress in 2022 in expanding these adjacent product ranges.
Increasing their prominence on our website will allow consumers to
use Victorian Plumbing for everything they need to complete their
bathrooms.
Strengthening our competitive position
We have strengthened our position as the UK's largest bathroom
specialist and we have continued to strengthen our competitive moat
over the past year.
Our investment in marketing has delivered as planned. Consumers
continue to respond positively to the bold, distinctive and quirky
Victorian Plumbing brand. We complement our creative offline
content by investing in increasingly targeted digital
performance-based marketing. This ongoing and relentless marketing
strategy has led to a brand awareness score of 63% (2021: 64%).
As an e-commerce retailer, we continue to benefit from the
ongoing structural shift in consumer buying behaviour from offline
to online. Online sales of bathroom products and accessories
remains at only 31% of the total UK market according to Mintel. We
expect our addressable market to grow even further in the coming
years.
Audience, defined as the number of unique visitors visiting our
platform measured through Google Analytics, increased by 3% to 2.67
million on average each month (2021: 2.59 million).
We have retained our bold brand marketing approach in TV,
outdoor and radio campaigns. We are confident that the recent work
on a new creative campaign, which will launch later in 2022 will
further enhance our brand offering and put us firmly front of mind
for consumers considering the purchase of a bathroom product.
A one-stop shop for bathroom products and accessories
Offering customers a wide selection of products across a variety
of price points ensures that we are the true one-stop solution for
bathroom related purchases. As at 30 September 2022, we have
increased the number of available products to more than 32,000,
from over 130 brands, ensuring there is something available,
affordable and suitable for everyone.
Relationships that we have developed over time with well-known
third-party brands such as Grohe and Duravit enable us to
complement our own brand offerings, which are exclusively available
on the Victorian Plumbing website. We have developed over 25 own
brands using our in-house development team and these remain popular
with customers. In the year to 30 September 2022, 75% of revenue
generated (2021: 76%) came from own brand products.
Agile supply chain
Whilst we have not been immune to the widely reported global
supply challenges of recent years, the deep and trusted
relationships that we have built with our global suppliers over our
20 years of trading, have enabled us to navigate these challenges
well and secure sufficient inventory to satisfy customer demand.
This, together with our strong balance sheet, has allowed us to be
bold when attracting consumers to site, safe in the knowledge that
we have available stock to satisfy orders.
Equally, the local experts and partners that we work with on the
ground in China ensure that we are always aware of any potential
issues that may arise, giving us time to pivot to alternatives as
and when needed. This, alongside the work they do on auditing our
suppliers' factories, gives us confidence in the availability of
products together with their quality and reliability.
Seamless customer journey
Our customers' experience with us throughout their buying
journey is of paramount importance to us. We are extremely proud
that we continue to be ranked "Excellent" by TrustPilot and have
increased our average rating in the year to 4.5 (2021: 4.3) out of
5.
We received a record number of reviews in the year ended 30
September 2022 and have surpassed 175,000 reviews in total to date.
The "Excellent" rating we have across this volume of reviews is
testament to the work that our colleagues do, whether providing the
on-site experience for the customer, speed and efficiency of
delivery, quality of product or swift resolution of any customer
questions throughout the process.
Development of our technology platform
The systems that drive the performance of the business are
primarily bespoke platforms that we continue to improve each year.
Our growing technology and infrastructure team help to facilitate
this continual development to ensure we remain best in class across
e-commerce retail platforms.
There has been significant work over the last 12 months and
beyond to completely re-platform our website to improve its
functionality and scalability and this is due for launch
imminently.
Following the release of the re-platformed website, we will be
launching an app that will enable our Trade consumers to browse and
purchase products efficiently.
In addition, the technology team have developed more intuitive
methods for forecasting our demand and purchasing requirements and
also collating additional product information to enhance our
offering further.
Entrepreneurial approach
Our entrepreneurial approach and our desire to trial new ideas
has played a key part in the success of the business to date.
We will continue to be entrepreneurial, knowing that it gives us
a competitive edge, whilst maintaining robust and appropriate
monitoring and reporting procedures.
ESG
Taking responsibility is one of our core values, and we are
clear that every one of us has a role to play in making a positive
difference to the environment and the communities in which we
operate.
In our first full year post IPO, we adopted an ESG strategy
which is centred around three focus areas: governance and ethics,
diversity and inclusion, and environmental sustainability.
Areas that we have made particular progress on during the year
include establishment of an employee engagement committee and the
roll out of an improved benefits package to employees. We continue
to work with suppliers to reduce the levels of plastic packaging
and have been working with a third party to provide a baseline
assessment of Scope 3 emissions from which we can establish a
strategy for moving towards net zero.
Whilst we have made good progress this year against all of these
focus areas, we are mindful that we must retain a critical and
progressive approach to each.
Our people
The growth that the business has experienced in recent years has
only been made possible by the hard work, dedication and ability of
the employees that work here. As a Board we are constantly
impressed by the way that employees across the business respond to
any challenge that comes their way and deal with it in a
professional manner with the ultimate view of always finding a
solution. We are proud of the values-led, principles-driven culture
that is deep-rooted throughout Victorian Plumbing, and it is this
culture that underpins our ability to adapt to change in all
circumstances.
Over the last 12 months we have placed significant emphasis on
listening to feedback from colleagues through many different forums
and have worked hard to make our benefits and rewards package one
that both attracts and retains the best talent.
The response from our regular employee engagement surveys
suggests that the work done to date is having a positive impact and
we remain committed to building on the recent good work that has
been done to further improve the culture across the business and
help fuel our future growth.
We would like to thank our employees, customers, suppliers and
other stakeholders for their continued support this year. Whilst we
are mindful of the current macroeconomic conditions that consumers
are battling against, we remain confident in our ability to
continue to execute our strategic plan, underpinned by our strong
financial position, to take further market share in the forthcoming
year and consolidate our position as the UK's No.1 bathroom
retailer.
Financial review
Whilst navigating many external challenges in the year, we are
pleased to report a stronger second half performance, strong
operating cash generation and significant market share gains in the
year to 30 September 2022.
Change%
2022 2021
GBPm GBPm
------------------------------- -------- -------- --------
Revenue 269.4 268.8 -%
Cost of sales (148.4) (138.3) (7%)
------------------------------- -------- -------- --------
Gross profit 121.0 130.5 (7%)
Underlying costs (101.5) (90.4) (12%)
Adjusted EBITDA 19.5 40.1 (51%)
Depreciation and amortisation (3.5) (3.0) (17%)
Share-based payments (3.9) (7.7) 49%
Exceptional items - (9.4) n/a
------------------------------- -------- -------- --------
Operating profit 12.1 20.0 (40%)
------------------------------- -------- -------- --------
Revenue
In 2022, revenue was in line with the previous year at GBP269.4
million (2021: GBP268.8 million) through an increase in average
order value and a small decrease in the number of total orders.
The shift in consumer buying behaviour towards online channels
continues, although the first half started more slowly than the
comparative period in 2021 as consumer behaviour changed with the
lifting of all UK Covid-19 related lockdown restrictions. In the
second half of 2022, those comparative periods in 2021 had already
started to normalise and the business has returned to modest
growth. The Group continues to capitalise on the opportunity to
serve customers through this structural long-term shift and has
increased market share again this year. Total orders in the year
decreased by 3% to 880,000 (2021: 906,000) and our active customer
base decreased by 5% to 608,000 (2021: 638,000).
Average order value ('AOV') increased by 3% to GBP306 (2021:
GBP297). The majority of this increase resulted from price
increases necessary to offset ongoing product and distribution cost
inflation. The Group generated 75% of revenue from own brand
products in the year (2021: 76%).
Gross profit
Gross profit decreased by 7% to GBP121.0 million (2021: GBP130.5
million) and gross profit margin decreased by four percentage
points to 45% (2021: 49%), reflecting both a softer demand
environment in 2022 but also the ongoing supply chain and product
inflation including distribution costs.
We define gross profit as revenue less cost of sales. Cost of
sales includes all direct costs incurred in purchasing products for
resale along with packaging, distribution and transaction
costs.
Cost of sales increased by 7% to GBP148.4 million (2021:
GBP138.3 million) reflecting inflation both in product costs but
also freight and distribution costs. The disruption caused by
Covid-19 impacted our supply chain throughout the year, causing
increases in the cost of raw materials, transport and packaging.
The strength of the Group's supplier relationships and the agility
of our team ensured robust sourcing processes and good product
availability. Furthermore, the pricing power of the Group,
particularly on own brand products, allowed us to increase prices
to partially protect gross margin, which increased in the second
half of 2022.
Gross margin from own brand products decreased to 50% (2021:
53%), whilst gross margin from third-party products decreased to
31% for the year (2021: 33%).
Underlying costs
Underlying costs, which we define as administrative expenses
before depreciation and amortisation, exceptional items and
share-based payments, increased by 12% to GBP101.5 million (2021:
GBP90.4 million).
Change
2022 2021 %
GBPm GBPm
--------------------------------------------- ------- ------- -------
Marketing costs 76.2 69.7 (9%)
People costs excluding share-based payments 16.1 13.8 (17%)
Property costs 5.1 4.1 (24%)
Other overheads 4.1 2.8 (46%)
--------------------------------------------- ------- ------- -------
Underlying costs 101.5 90.4 (12%)
--------------------------------------------- ------- ------- -------
Growing our brand awareness and increasing traffic to our site
remains a focus for the Group. Marketing costs increased by 9% to
GBP76.2 million (2021: GBP69.7million), which resulted in an
increase in marketing costs as a percentage of revenue to 28%
(2021: 26%) and enabled us to take further share in a challenging
market.
People costs, excluding share-based payments but including costs
relating to agency staff and contractors, increased by 17% to
GBP16.1 million (2021: GBP13.8 million). This was partly as a
result of ongoing pay inflation in the UK but also as a result of
an increased number of full-time equivalent employees ('FTEs')
across warehouse operations and the technology team. Total FTEs
increased by 8% year on year to 572 (2021: 532).
Property costs increased by 24% to GBP5.1 million (2021: GBP4.1
million). The majority of this increase was as a result of both the
Group increasing its warehouse capacity on a short-term basis and
the increased costs of leased warehouse space in general. Other
overheads increased by 46% to GBP4.1 million (2021: GBP2.8 million)
as a result of annualisation of listed company costs and increases
due to additional website hosting costs.
Adjusted EBITDA
Significant items of income and expense that do not relate to
the trading of the Group are disclosed separately. Share-based
payment charges are an example of such items.
The table below provides a reconciliation from operating profit
to adjusted EBITDA, which is a non-GAAP metric used by the Group to
assess the operating performance.
Change
2022 2021 %
GBPm GBPm
------------------------------------------------ ------- ------- -------
Operating profit 12.1 20.0 (40%)
Share-based payments (including associated NI) 3.9 7.7 49%
Exceptional items - 9.4 n/a
------------------------------------------------ ------- ------- -------
Adjusted operating profit 16.0 37.1 (57%)
Depreciation and amortisation 3.5 3.0 (17%)
Adjusted EBITDA 19.5 40.1 (51%)
------------------------------------------------ ------- ------- -------
Adjusted EBITDA decreased by 51% to GBP19.5 million (2021:
GBP40.1 million) and adjusted EBITDA margin decreased by eight
percentage points to 7% (2021: 15%).
Exceptional items
Total fees incurred in 2021 of GBP9.8 million were in relation
to the IPO, of which GBP9.4 million was expensed through the income
statement as an exceptional item, with the balance of GBP0.4
million being charged to the share premium account.
Share-based payments
The Group incurred share-based payment charges (including
associated NI) of GBP3.9 million (2021: GBP7.7 million). The
majority of the charge recognised relates to shares awarded to
management on the June 2021 IPO.
Depreciation and amortisation
Depreciation and amortisation increased by GBP0.5 million to
GBP3.5 million (2021: GBP3.0 million). The Group continues to
invest in its platform and bespoke inventory management systems,
with GBP2.2 million of internal salaries capitalised during the
2022 financial year (2021: GBP1.2 million). The increased
investment over the last two years has resulted in an increase in
the amortisation charge.
Operating profit
Operating profit decreased by 40% to GBP12.1 million (2021:
GBP20.0 million). Operating profit margin decreased by three
percentage points to 4% (2021: 7%).
Profit before taxation
Profit before taxation decreased by 40% to GBP11.8 million
(2021: GBP19.7 million). This decrease results from the operating
profit performance while net finance costs remained flat at GBP0.3
million (2021: GBP0.3 million).
Interest charged on the Group's lease arrangements under IFRS 16
decreased to GBP0.2 million (2021: GBP0.3 million).
In June 2021 the Group signed a new revolving credit facility
(the 'RCF') with HSBC. The RCF has a total commitment of GBP10.0
million and a termination date of June 2024. The facility remained
undrawn throughout the financial year. Interest on the undrawn RCF
in the year was GBP0.1 million (2021: GBPnil).
Taxation
The Group tax charge of GBP2.6m (2021: GBP5.4m) represents an
effective tax rate of 22% (2021: 27%) which is higher than the
standard rate of UK tax of 19% due to share-based payments. The
2021 rate was higher than the standard rate of tax primarily due to
the level of non-deductible exceptional items relating to the
IPO.
Earnings per share
Diluted earnings per share ('EPS') from continuing operations,
was 2.9 pence per share (2021: 4.5 pence per share).
The adjusted diluted earnings per share from continuing
operations decreased by 58% to 3.9 pence per share (2021: 9.3 pence
per share). The table shows the effect on the Group's diluted
earnings per share of the exceptional items and share-based
payments.
2022 2021 Change
GBPm GBPm %
----------------------------------------------------------------------- -------- -------- -------
Profit for EPS 9.2 14.3 (36%)
Share-based payments (including associated NI) 3.9 7.7 49%
Exceptional items - 9.4 n/a
Tax effect (0.7) (1.9) 63%
----------------------------------------------------------------------- -------- -------- -------
Adjusted profit for EPS 12.4 29.5 (58%)
----------------------------------------------------------------------- -------- -------- -------
Weighted average number of ordinary shares for diluted EPS (millions) 315.9 315.8 -%
----------------------------------------------------------------------- -------- -------- -------
Adjusted earnings per share (pence) 3.9 9.3 (58%)
----------------------------------------------------------------------- -------- -------- -------
Cash flow and net cash
2022 2021
GBPm GBPm
----------------------------- ------- -------
Adjusted EBITDA 19.5 40.1
Movement in working capital (1.2) (3.2)
Capital expenditure (2.9) (3.2)
Lease payments - principal (0.9) (0.8)
Lease payments - interest (0.2) (0.3)
----------------------------- ------- -------
Free cash flow 14.3 32.6
----------------------------- ------- -------
Cash conversion 73% 81%
----------------------------- ------- -------
The Group continues to achieve strong cash generation with free
cash flow of GBP14.3 million (2021: GBP32.6 million), resulting in
cash conversion of 73% (2021: 81%). Changes in working capital
resulted in a cash outflow of GBP1.2 million in the year, largely
as a result of the decision to further increase our stock holding
to minimise the risk of stock-outs, therefore providing a better
and more dependable experience for customers. This was partially
offset by an increase in payables.
Capital expenditure of GBP2.9 million (2021: GBP3.2 million)
included GBP2.2 million of capitalised salaries included in
intangible assets relating to development of the Group's platform
and bespoke inventory management systems (2021: GBP1.2
million).
At the year end the Group had net cash of GBP45.5 million (2021:
GBP32.6 million).
Events after the reporting period
There have been no material events to report after the end of
the reporting period.
Dividend
Victorian Plumbing generates significant operating cashflows and
the underlying priority is to reinvest into the business and drive
further profitable growth. Recognising that most growth
opportunities do not require significant capital other than
warehouse optimisation and reflecting confidence in the strength,
future growth prospects and cash generation of the business, the
Board has decided to implement a dividend policy with an aim to
maintain a dividend cover ratio of c. 3.0-3.5x. Additionally, the
Board may from time to time conclude that it has surplus cash at
which point it will consider further returns to shareholders.
The Board is recommending a full year ordinary dividend of 1.1
pence per share (2021: nil). In addition to this, reflecting the
strong year end cash position, the Board considers it appropriate
to recommend a special dividend of 1.7 pence per share (2021: nil).
This would bring the total dividends to 2.8 pence per share (2021:
nil) and a total cash distribution to shareholders of GBP9.0m,
subject to shareholders' approval at the AGM on 2 March 2023. The
dividends will be paid on 10 March 2023 to shareholders on the
register of members at the close of business on 10 February
2023.
Mark Radcliffe Paul Meehan
Chief Executive Officer Chief Financial Officer
6 December 2022 6 December 2022
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 30 SEPTEMBER 2022
2022 2021
Note GBPm GBPm
----------------------------------------------------------- -------- ------------------- ---------
Revenue 4 269.4 268.8
Cost of sales (148.4) (138.3)
----------------------------------------------------------- -------- --------------- ----------
Gross profit 121.0 130.5
Administrative expenses before separately disclosed items 5 (105.0) (93.4)
Adjusted operating profit 16.0 37.1
Separately disclosed items:
Share-based payments 19 (3.9) (7.7)
Exceptional items 6 - (9.4)
Operating profit 5 12.1 20.0
Finance costs (0.3) (0.3)
----------------------------------------------------------- -------- --------------- ----------
Profit before tax 11.8 19.7
Income tax expense 7 (2.6) (5.4)
----------------------------------------------------------- -------- --------------- ----------
Profit for the year 9.2 14.3
----------------------------------------------------------- -------- --------------- ----------
Basic earnings per share (pence) 9 3.3 5.3
Diluted earnings per share (pence) 9 2.9 4.5
----------------------------------------------------------- -------- ------------------- ---------
All amounts relate to continuing operations.
There are no items to be recognised in the statement of
comprehensive income and hence, the Group has not presented a
separate statement of other comprehensive income.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AT 30 SEPTEMBER 2022
2022 2021
Note GBPm GBPm
-------------------------------------------------- ----- -------- --------
Assets
Non-current assets
Intangible assets 10 3.3 2.7
Property, plant and equipment 11 1.4 1.7
Right-of-use assets 12 4.5 5.3
Derivative financial instruments 0.7 -
Deferred tax asset 0.1 -
10.0 9.7
Current assets
Inventories 33.9 32.4
Trade and other receivables 13 5.1 4.9
Tax recoverable - 1.0
Cash and cash equivalents 45.5 32.7
-------------------------------------------------- ----- -------- --------
84.5 71.0
-------------------------------------------------- ----- -------- --------
Total assets 94.5 80.7
-------------------------------------------------- ----- -------- --------
Equity and liabilities
Equity attributable to the owners of the Company
Share capital 17 0.3 0.3
Share premium 11.2 11.2
Capital redemption reserve 0.1 0.1
Capital reorganisation reserve (320.6) (320.6)
Retained earnings 353.0 339.8
-------------------------------------------------- ----- -------- --------
Total equity 44.0 30.8
-------------------------------------------------- ----- -------- --------
Liabilities
Non-current liabilities
Lease liabilities 15 4.1 4.9
Deferred tax liability - 0.1
-------------------------------------------------- ----- -------- --------
4.1 5.0
Current liabilities
Trade and other payables 14 37.9 36.0
Contract liabilities 7.1 7.9
Lease liabilities 15 0.9 0.9
Provisions 0.2 0.1
Corporation tax 0.3 -
-------------------------------------------------- ----- -------- --------
46.4 44.9
-------------------------------------------------- ----- -------- --------
Total liabilities 50.5 49.9
-------------------------------------------------- ----- -------- --------
Total equity and liabilities 94.5 80.7
-------------------------------------------------- ----- -------- --------
The financial statements were approved by the Board of Directors
on 6 December 2022 and authorised for issue.
Paul Meehan
Chief Financial Officer
Victorian Plumbing Group plc
Registered number: 13379554
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 30 SEPTEMBER 2022
Capital
reorganisation Share-based Retained
Share capital Share premium reserve payment reserve earnings Total equity
GBPm GBPm GBPm GBPm GBPm GBPm
----------------- -------------- -------------- ---------------- ---------------- ---------------- -------------
Balance at 1
October 2020 - - - - 13.0 13.0
Comprehensive
income
Profit for the
year - - - - 14.3 14.3
Transactions
with owners
Employee share
schemes - value
of employee
services (note
19) - - - - 6.5 6.5
Tax impact of
employee share
schemes - - - - 0.7 0.7
Capital
transaction -
Group
restructure,
share-for-share
exchange and
issue of
Victorian
Plumbing
Group plc
shares 0.3 11.2 (320.6) 0.1 320.2 11.2
Dividends paid
on ordinary
shares (note 8) - - - - (14.9) (14.9)
Total
transactions
with owners
recognised
directly in
equity 0.3 11.2 (320.6) 0.1 312.5 3.5
----------------- -------------- -------------- ---------------- ---------------- ---------------- -------------
Balance at 30
September 2021 0.3 11.2 (320.6) 0.1 339.8 30.8
----------------- -------------- -------------- ---------------- ---------------- ---------------- -------------
Comprehensive
income
Profit for the
year - - - - 9.2 9.2
Transactions
with owners
Employee share
schemes - value
of employee
services (note
19) - - - - 3.9 3.9
Tax impact of
employee share
schemes - - - - 0.1 0.1
Total
transactions
with owners
recognised
directly in
equity - - - - 4.0 4.0
----------------- -------------- -------------- ---------------- ---------------- ---------------- -------------
Balance at 30
September 2022 0.3 11.2 (320.6) 0.1 353.0 44.0
----------------- -------------- -------------- ---------------- ---------------- ---------------- -------------
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 30 SEPTEMBER 2022
2022 2021
Note GBPm GBPm
---------------------------------------------- -------- ---------- ------------
Cash flows from operating activities
Cash generated from operating activities
before exceptional operating items 18.3 36.9
Cash outflow from exceptional operating
items - (9.1)
---------------------------------------------- -------- ---------- ----------
Cash generated from operating activities 20 18.3 27.8
Income tax paid (1.4) (3.4)
---------------------------------------------- -------- ---------- ----------
Net cash generated from operating activities 16.9 24.4
Cash flows from investing activities
Purchase of intangible assets 10 (2.6) (1.8)
Purchase of property, plant and equipment 11 (0.3) (1.4)
Amounts paid in respect of related party
loans - 5.9
Net cash (used in)/generated by investing
activities (2.9) 2.7
Cash flows from financing activities
Dividends paid 8 - (14.9)
Finance arrangement fees 16 (0.1) (0.1)
Proceeds from the issue of shares, net
of costs - 11.2
Payment of interest portion of lease
liabilities 15 (0.2) (0.3)
Payment of principal portion of lease
liabilities 15 (0.9) (0.8)
---------------------------------------------- -------- ---------- ----------
Net cash used in financing activities (1.2) (4.9)
Net increase in cash and cash equivalents 12.8 22.2
Cash and cash equivalents at the beginning
of the year 32.7 10.5
Cash and cash equivalents at the end
of the year 45.5 32.7
---------------------------------------------- -------- ---------- ----------
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. General information
Basis of preparation
The consolidated financial statements have been prepared in
accordance with UK-adopted International Accounting Standards. The
consolidated financial statements have been prepared on the going
concern basis and on the historical cost convention modified for
the revaluation of certain financial instruments.
The financial information set out in this document does not
constitute the statutory accounts of the Group for the financial
years ended 30 September 2022 or 30 September 2021 but is derived
from the 2022 Annual Report and Financial Statements. The Annual
Report and Financial Statements for 2022 will be delivered to the
Registrar of Companies in due course. The auditors have reported on
those accounts and have given an unqualified report, which does not
contain a statement under Section 498 of the Companies Act
2006.
Going concern
The Group's ability to continue as a going concern is dependent
on maintaining adequate levels of resources to continue to operate
for the foreseeable future. When assessing the going concern of the
Group, the Directors have reviewed the year to date financial
results, as well as detailed financial forecasts for the period up
to 31 December 2023. The assumptions used in the financial
forecasts are based on the Group's historical performance and
management's extensive experience of the industry. Taking into
consideration the wider economic environment, the forecasts have
been assessed and stress tested to ensure that a robust assessment
of the Group's working capital and cash requirements has been
performed.
The Group has sufficient liquidity headroom through the forecast
period. The Directors therefore have reasonable expectation that
the Group has the financial resources to enable it to continue in
operational existence for the period to 31 December 2023.
Accordingly, the Directors conclude it is appropriate that these
consolidated financial statements be prepared on a going concern
basis.
2. Accounting policies, estimates and judgements
The accounting policies applied by the Group in these
consolidated financial statements are the same as those applied by
the Group in its consolidated financial statements as at and for
the year ended 30 September 2022 unless stated below.
Judgements in applying accounting policies and key sources of
estimation uncertainty
2a) Significant judgements in applying the entity's accounting
policies
Share-based payments
Share-based payment arrangements in which the Group receives
goods or services as consideration for its own equity instruments
are accounted for as equity-settled share-based payment
transactions. The fair value of services received in return for
share options is calculated with reference to the fair value of the
award on the date of grant. A Black-Scholes model has been used
where appropriate to calculate the fair value and the Directors
have therefore made estimates with regard to the inputs to that
model and the period over which the share award is expected to vest
(note 19) of the consolidated Group financial statements.
On 15 April 2020, 845 ordinary A shares were issued in VIPSO Ltd
at a price of GBP0.10 per share, which is the nominal value of the
shares. Of the 845 shares issued, 800 of the A ordinary shares were
issued to the existing shareholders by way of bonus issue so as not
to dilute their existing holding. These shares are considered
outside the scope of IFRS 2, on the basis that these shareholders
do not receive any additional value for their shares. This is
considered to be a key judgement.
2b) Key sources of estimation uncertainty
Refund liability
The refund liability that is recognised within the historical
financial information relates to the obligation to refund some or
all of the consideration received from a customer. The liability is
measured at the amount the Group ultimately expects it will have to
return to the customer. The refund liability therefore requires
management to estimate the amount expected to be returned to
customers after the reporting date. The refund liability is
estimated using historical rates of the level of refunds relative
to revenue. The table below shows the percentage of average
quarterly sales in the period and the impact that increasing the
refund rate by 1% of quarterly sales would have on the consolidated
statement of comprehensive income.
2022 2021
----------------------------------------------------------------------------- ------ ------
Refund liability (GBPm) 1.0 0.9
Revenue (GBPm) 269.4 268.8
Refund liability % average quarterly sales 1.3% 1.3%
Impact of increasing the refund rate by 1% of quarterly sales on PBT (GBPm) (0.7) (0.7)
------------------------------------------------------------------------------ ------ ------
Warranty provision
The Group provides for the cost expected to be incurred in order
to replace damaged or faulty items that existed at the time of
sale. The provision related to these assurance-type warranties are
recognised when the product is sold. Initial recognition is based
on historical experience.
The table below shows the percentage of average quarterly sales
in the period and the impact that increasing the warranty rate by
0.5% of quarterly sales would have on profit before tax
('PBT').
2022 2021
-------------------------------------------------------------------------------------- ------ ------
Warranty provision (GBPm) 0.2 0.1
Revenue (GBPm) 269.4 268.8
Warranty provision % average quarterly sales 0.2% 0.2%
Impact of increasing the warranty provision by 0.5% of quarterly sales on PBT (GBPm) (0.3) (0.3)
--------------------------------------------------------------------------------------- ------ ------
2c) Other judgements and estimates
Intangible assets
Intangible assets include capitalised internal salaries and
third-party costs for computer software development. The Group
capitalises salary costs for product development projects. Initial
capitalisation of costs is based on management's judgement that
technological and economic feasibility is confirmed, usually when a
product development project has reached a defined milestone
according to an established project management model. In
determining the amounts to be capitalised, management makes
assumptions regarding the proportion of time spent by employees on
projects, as well as assumptions relating to expected future cash
generation of the project and the expected period of benefits.
Revenue cut-off
The Group's management information systems are configured to
recognise revenue upon dispatch of the inventory items from the
Group's warehouse, which may not be aligned to when control has
transferred to the customer. Management therefore performs an
assessment in order to capture items that may have been dispatched
from the Group's warehouse but not delivered by the reporting date,
and subsequently defers the recognition of revenue and associated
costs into the following year. This gives rise to deferred income,
which is recognised as a contract liability, and associated
inventory in the consolidated statement of financial position. The
assessment performed by management includes assumptions, which
management believes are reasonable, in order to identify items that
fit the criteria for deferral. Management limits the review to a
fixed number of distributors and extrapolates the shipment delay
identified in the distributors tested to the remaining
distributors.
3. Segmental information
IFRS 8 'Operating Segments' requires the Group to determine its
operating segments based on information which is provided
internally. Based on the internal reporting information and
management structures within the group, it has been determined that
there is only one operating segment, being the Group, as the
information reported includes operating results at a consolidated
Group level only (the 'Operating group'). There is also considered
to be only one reporting segment, which is the Group, the results
of which are shown in the consolidated statement of comprehensive
income.
Management has determined that there is one operating and
reporting segment based on the reports reviewed by the Senior
Leadership Team ('SLT') which is the chief operating decision-maker
('CODM'). The SLT is made up of the Executive Directors and Key
Management and is responsible for the strategic decision-making of
the Group.
Adjusted EBITDA
Operating costs, comprising administrative expenses, are managed
on a Group basis. The SLT measures the overall performance of the
Operating group by reference to the following non-GAAP measure:
-- Adjusted EBITDA, which is EBITDA (earnings before interest,
tax, depreciation and amortisation) less exceptional items and IFRS
2 charges in respect of share-based payments along with associated
national insurance.
This adjusted profit measure is applied by the SLT to understand
the earnings trends of the Operating group and is considered an
additional, useful measure under which to assess the true operating
performance of the Operating group.
In addition to annual bonuses which are linked to the Operating
group's financial performance, the Operating group has implemented
a number of longer-term share-based payment incentives linked to
changes in ownership of the Operating group rather than the
achievement of individual or Company specific financial performance
targets.
The Directors believe that these items and adjusted measures of
performance should be separately disclosed in order to assist in
the understanding of financial performance achieved by the
Operating group and for consistency with prior years.
2022 2021
GBPm GBPm
------------------------------------------------ ------ ------
Operating profit 12.1 20.0
Depreciation of property, plant and equipment 0.6 0.6
Depreciation of right-of-use assets 0.9 0.8
Amortisation 2.0 1.6
Exceptional items - 9.4
Share-based payments (including associated NI) 3.9 7.7
------------------------------------------------- ------ ------
Adjusted EBITDA 19.5 40.1
------------------------------------------------- ------ ------
4. Revenue
An analysis of revenue by class of business is as follows:
2022 2021
GBPm GBPm
---------- ------ ------
Online 267.7 267.9
Showroom 1.7 0.9
269.4 268.8
---------- ------ ------
All revenue arose within the United Kingdom.
5. Operating profit
Expenses by nature including exceptional items:
2022 2021
GBPm GBPm
----------------------------------------------------------------- ------ ------
Employee costs (excluding share-based payments) 15.2 12.6
Share-based payments 3.9 7.7
Agency and contractor costs 0.8 1.1
Marketing costs 76.2 69.7
Property costs 5.1 4.1
Computer costs 1.6 1.2
Depreciation of property, plant and equipment (note 11) 0.6 0.6
Depreciation of right-of-use assets (note 12) 0.9 0.9
Amortisation charge (note 10) 2.0 1.6
Other costs 2.6 11.0
------------------------------------------------------------------ ------ ------
Total administrative expenses 108.9 110.5
Share-based payments (note 19) (3.9) (7.7)
Included within exceptional items (note 6) - (9.4)
------------------------------------------------------------------ ------ ------
Total administrative expenses before separately disclosed items 105.0 93.4
------------------------------------------------------------------ ------ ------
6. Exceptional items
2022 2021
GBPm GBPm
----------- ------- ------
IPO costs - 9.4
------------ ------ ------
IPO costs for the year ended 30 September 2021 relate to costs
incurred in respect of the Group's listing on AIM in June 2021.
7. Taxation
2022 2021
GBPm GBPm
----------------------------------------------- ------------------ ----------
Corporation tax
Current tax on profits for the year 3.1 5.4
Adjustments in respect of previous periods (0.3) -
----------------------------------------------- ------------------ ----------
Total current tax 2.8 5.4
----------------------------------------------- ------------------ ----------
Deferred tax
Adjustments in respect of previous periods (0.1) -
Effect of changes in tax rates (0.1) -
------------------------------------------- ---------- ----------
Total deferred tax (0.2) -
----------------------------------------------- ------------------ ----------
Taxation on profit 2.6 5.4
----------------------------------------------- ------------------ ----------
Factors affecting tax charge for the year
The tax assessed for the period is higher (2021: higher) than
the standard rate of corporation tax in the UK of 19% (2021: 19%).
The differences are explained below:
2022 2021
GBPm GBPm
------------------------------------------------------------------------------------------- ------ ------
Profit on ordinary activities before tax 11.8 19.7
-------------------------------------------------------------------------------------------- ------ ------
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of
19% (2021: 19%) 2.2 3.7
Effects of:
Expenses not deductible for tax purposes - 1.4
Share options 0.8 0.3
Adjustments to tax charge in respect of prior periods (0.4) -
------------------------------------------------------------------------------------------- ------ ------
Total tax charge for the year 2.6 5.4
-------------------------------------------------------------------------------------------- ------ ------
Taxation on items taken directly to equity was a credit of
GBP0.1m (2021: GBP0.7m credit) relating to tax on share-based
payments.
Factors that may affect future tax charges
The rate of corporation tax in the UK throughout the period was
19%. Changes to the UK corporation tax rates were substantively
enacted as part of the Finance Act 2021 on 24 May 2021. The rate
applicable from 1 April 2023 will increase from 19% to 25%.
Deferred taxes at the reporting date have been measured using these
enacted tax rates.
8. Dividends
2022 2021
GBPm GBPm
---------------- ------- ------
Dividends paid - 14.9
----------------- ------ ------
The Board is recommending a final dividend for the year ended 30
September 2022 of 1.1 pence per share and a special dividend of 1.7
pence per share which is subject to Shareholder approval at the
Annual General Meeting on 2 March 2023. If approved by the
Shareholders, the dividend will be paid on 10 March 2023 to all
shareholders on the Register of Members on 10 February 2023.
9. Earnings per share
Basic and diluted earnings per share
Basic earnings per share ('EPS') is calculated by dividing the
profit for the period attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares
outstanding during the year.
Diluted EPS is calculated by dividing the profit attributable to
ordinary equity holders of the parent by the weighted average
number of ordinary shares outstanding during the year plus the
number of incremental ordinary shares, calculated using the
treasury stock method, that would be issued on conversion of all
the dilutive potential ordinary shares into ordinary shares.
The following table reflects the income and share data used in
the EPS calculations:
Weighted average number of ordinary shares Total earnings
GBPm Pence per share
------------------------------ ------------------------------------------- --------------- ----------------
Year ended 30 September 2022
Basic EPS 275,832,944 9.2 3.3
Diluted EPS 315,898,691 9.2 2.9
Year ended 30 September 2021
Basic EPS 267,781,231 14.3 5.3
Diluted EPS 315,755,339 14.3 4.5
The number of shares in issue at the start of the year is
reconciled to the basic and diluted weighted average number of
shares below:
2022 2021
---------------------------------------------------------------- ------------ ------------
Weighted average number of shares for basic EPS 275,832,944 267,781,231
Dilutive impact of unvested shares in relation to share awards 40,065,747 47,970,764
Impact of ordinary shares held in ESOT - 3,344
Weighted average number of shares for diluted EPS 315,898,691 315,755,339
----------------------------------------------------------------- ------------ ------------
The average market value of the Group's shares for the purposes
of calculating the dilutive effect of share-based incentives was
based on quoted market prices for the period during which the
share-based incentives were outstanding.
Adjusted earnings per share ('Adjusted EPS')
Adjusted basic and diluted earnings per share figures are
calculated by dividing adjusted profit after tax for the year by
the weighted average number of shares in issue (as set out
above).
2022 2021
GBPm GBPm
--------------------------------------------- ------ ------
Profit for the year 9.2 14.3
Exceptional items - 9.4
Share-based payments 3.9 7.7
Tax effect (0.7) (1.9)
---------------------------------------------- ------ ------
Total adjusted profit for the year 12.4 29.5
---------------------------------------------- ------ ------
Adjusted basic earnings per share (pence) 4.5 11.0
Adjusted diluted earnings per share (pence) 3.9 9.3
---------------------------------------------- ------ ------
10. Intangible assets
Computer software
GBPm
-------------------------- ------------------
Cost
At 30 September 2020 5.7
Additions 1.8
--------------------------- ------------------
At 30 September 2021 7.5
Additions 2.6
--------------------------- ------------------
At 30 September 2022 10.1
--------------------------- ------------------
Accumulated amortisation
At 30 September 2020 3.2
Charge for the year 1.6
--------------------------- ------------------
At 30 September 2021 4.8
Charge for the year 2.0
--------------------------- ------------------
At 30 September 2022 6.8
--------------------------- ------------------
Net book value
At 30 September 2020 2.5
At 30 September 2021 2.7
At 30 September 2022 3.3
--------------------------- ------------------
Computer software comprises both internal salaries and external
development capitalised in relation to the Group's bespoke
operational software. The Group capitalised internal salaries of
GBP2.2 million in the year ended 30 September 2022 (2021: GBP1.2
million) for development of computer software.
For the year to 30 September 2022, the amortisation charge of
GBP2.0 million (2021: GBP1.6 million) has been charged to
administrative expenses in the income statement.
11. Property, plant and equipment
Fixtures Office
Leasehold improvements Plant and machinery and fittings equipment Total
GBPm GBPm GBPm GBPm GBPm
-------------------------- ----------------------- -------------------- -------------- ----------- ------
Cost
At 30 September 2020 - 0.7 1.0 0.9 2.6
Additions 0.1 0.7 0.2 0.5 1.5
-------------------------- ----------------------- -------------------- -------------- ----------- ------
At 30 September 2021 0.1 1.4 1.2 1.4 4.1
Additions - 0.1 - 0.2 0.3
Disposals - (0.1) (0.4) (0.1) (0.6)
-------------------------- ----------------------- -------------------- -------------- ----------- ------
At 30 September 2022 0.1 1.4 0.8 1.5 3.8
-------------------------- ----------------------- -------------------- -------------- ----------- ------
Accumulated depreciation
At 30 September 2020 - 0.4 0.9 0.5 1.8
Charge for the year - 0.3 0.1 0.2 0.6
-------------------------- ----------------------- -------------------- -------------- ----------- ------
At 30 September 2021 - 0.7 1.0 0.7 2.4
Charge for the year - 0.2 0.1 0.3 0.6
Disposals - (0.1) (0.4) (0.1) (0.6)
-------------------------- ----------------------- -------------------- -------------- ----------- ------
At 30 September 2022 - 0.8 0.7 0.9 2.4
-------------------------- ----------------------- -------------------- -------------- ----------- ------
Net book value
At 30 September 2020 - 0.3 0.1 0.4 0.8
At 30 September 2021 0.1 0.7 0.2 0.7 1.7
At 30 September 2022 0.1 0.6 0.1 0.6 1.4
-------------------------- ----------------------- -------------------- -------------- ----------- ------
12. Right-of-use assets
Right-of-use assets
GBPm
-------------------------- --------------------
Cost
At 30 September 2020 8.1
Additions 0.6
Modifications (0.4)
Disposals (0.1)
--------------------------- --------------------
At 30 September 2021 8.2
Modifications 0.1
At 30 September 2022 8.3
--------------------------- --------------------
Accumulated depreciation
At 30 September 2020 2.1
Charge for the year 0.9
On disposals (0.1)
--------------------------- --------------------
At 30 September 2021 2.9
Charge for the year 0.9
At 30 September 2022 3.8
--------------------------- --------------------
Net book value
At 30 September 2020 6.0
At 30 September 2021 5.3
At 30 September 2022 4.5
--------------------------- --------------------
During the period the Group renewed the lease on one of its
properties that had expired; this represents a modification under
IFRS 16. The right-of-use asset was increased by GBP0.1 million to
reflect the value of the asset after the modification and the
corresponding lease liability increased by GBP0.1 million.
13. Trade and other receivables
2022 2021
GBPm GBPm
----------------------- ------ ------
Trade receivables 2.0 2.3
Right-of-return asset 0.3 0.3
Accrued income 1.3 0.9
Prepayments 1.5 1.4
------------------------ ------ ------
5.1 4.9
----------------------- ------ ------
The Group provides against trade receivables using the
forward-looking expected credit loss model under IFRS 9. An
impairment analysis is performed at each reporting date. Trade
receivables, accrued income, and other receivables expected credit
losses have been reviewed by management and have been determined to
have an immaterial impact on these balances.
14. Trade and other payables
2022 2021
GBPm GBPm
------------------------------------ ------ ------
Trade payables 26.2 23.5
Other taxation and social security 6.9 8.8
Refund liability 0.8 0.9
Other payables 1.2 1.2
Accruals 2.8 1.6
------------------------------------- ------ ------
37.9 36.0
------------------------------------ ------ ------
15. Lease liabilities
Lease liability
GBPm
---------------------- ----------------
At 30 September 2020 6.4
Additions 0.6
Modifications (0.4)
Interest expense 0.3
Lease payment (1.1)
----------------------- ----------------
At 30 September 2021 5.8
Modifications 0.1
Interest expense 0.2
Lease payment (1.1)
----------------------- ----------------
At 30 September 2022 5.0
----------------------- ----------------
During the period the Group renewed the lease on one of its
properties that had expired; this represents a modification under
IFRS 16. The right-of-use asset was increased by GBP0.1 million to
reflect the value of the asset after the modification and the
corresponding lease liability increased by GBP0.1 million.
The Group had total cash outflows for leases of GBP1.1 million
(2021: GBP1.1 million). The Group also had non-cash additions to
right-of-use assets and lease liabilities of GBPnil (2021: GBP0.6
million).
Lease liabilities as at 30 September were classified as
follows:
2022 2021
GBPm GBPm
------------- ------ ------
Current 0.9 0.9
Non-current 4.1 4.9
Total 5.0 5.8
-------------- ------ ------
16. Borrowings
2022 2021
GBPm GBPm
----------------------------------------------- ------ ------
Amounts drawn under revolving credit facility - -
Unamortised debt issue costs (0.1) (0.1)
(0.1) (0.1)
----------------------------------------------- ------ ------
On 7 June 2021, the Group signed into a new Revolving Credit
Facility (the 'RCF'). The RCF has total commitments of GBP10
million and a termination date of June 2024. The facility is
secured by a debenture dated 7 June 2021. Interest on the RCF is
charged at SONIA plus a margin of between 2.3% and 2.8% depending
on the consolidated leverage of the Group. A commitment fee of 40%
of the margin applicable to the RCF is payable quarterly in arrears
on unutilised amounts of the RCF. There is no requirement to settle
all, or part, of the debt earlier than the termination date. At 30
September 2021 the Group had not utilised the RCF.
Unamortised debt issue costs of GBP0.1 million (2021: GBP0.1
million) are included in prepayments (note 13).
17. Share capital
2022 2021
GBPm GBPm
------------------------------------- ------ ------
Allotted, called up and fully paid
325,062,985 ordinary shares of 0.1p 0.3 0.3
-------------------------------------- ------ ------
18. Own shares held
The Employee Share Option Trust purchases shares to fund the
Share Incentive Plan. At 30 September 2022, the trust held 635,504
(2021: 635,504) ordinary shares with a book value of GBP636 (2021:
GBP636). The market value of these shares as at 30 September 2022
was GBP0.2 million (2021: GBP1.6 million).
Number of shares GBP
------------------------------------------------------------ ----------------- ----
ESOT shares reserve
Own shares held at 30 September 2022 and 30 September 2021 635,504 636
------------------------------------------------------------- ----------------- ----
19. Share-based payments
The Group operates four share plans being the Share Incentive
Plan ('SIP'), a Deferred Bonus Plan ('DBP'), a Long-Term Incentive
Plan ('LTIP') and a Sharesave scheme (SAYE). In addition, both
prior to and following Admission to AIM in June 2021, the Group
awarded shares to the Chairman and certain members of Key
Management which had restrictions placed against them that bring
the awards into the scope of IFRS 2.
All share-based incentives carry a service condition. Such
conditions are not taken into account in the fair value of the
service received. The fair value of services received in return for
share-based incentives is measured by reference to the fair value
of share-based incentives granted. Monte Carlo or Black-Scholes
pricing models have been used where appropriate to calculate the
fair value of share-based incentives with market conditions.
Sensitivity analysis has been performed in assessing the fair
value of the share-based incentives. There are no changes to key
assumptions that are considered by the Directors to be reasonably
possible, which give rise to a material difference in the fair
value of the share-based incentives.
The total charge in the year was GBP3.9m (2021: GBP7.7m) with a
Company charge of GBP1.8m (2021: GBP0.7m). This included associated
national insurance ('NI') at 15.1% (2021: 13.8%), which management
expects to be the prevailing rate when the awards are exercised,
and apprenticeship levy at 0.5%, based on the share price at the
reporting date.
2022 2021
GBPm GBPm
--------------------------------------------------------------------- ------------------ ----------
Share Incentive Plan ('SIP') 0.2 0.1
A ordinary growth shares award - April 2020 - 0.4
Management incentive Plan award (MIP) - December 2020 - 4.4
IPO restricted share awards 3.4 1.6
Deferred bonus plan - February 2022 0.3 -
Long term incentive plan - March 2022 - -
Sharesave scheme - March 2022 - -
----------------------------------------------------------------- ----------- ---------
Total IFRS 2 charge 3.9 6.5
National insurance and apprenticeship levy on applicable schemes - 1.2
--------------------------------------------------------------------- ------------------ ----------
Total charge 3.9 7.7
--------------------------------------------------------------------- ------------------ ----------
During the year, the Directors in office in total had gains of
GBPnil (2021: GBP5.9m) arising on the exercise of share-based
incentive awards.
Share Incentive Plan (SIP)
The Group operates a Share Incentive Plan scheme that was made
available to all eligible employees following Admission to AIM in
June 2021. On 27 July 2021, all eligible employees were awarded
free shares valued at GBP3,600 each based on the closing share
price on 26 July 2021 of GBP2.67. A total of 635,504 shares were
awarded under the scheme, subject to a three-year service period
(the 'Vesting Period').
The SIP awards have been valued using the Black-Scholes model
and the resulting share-based payments charge spread evenly over
the Vesting Period. The SIP shareholders are entitled to dividends
over the Vesting Period. No performance criteria are applied to the
vesting of SIP shares. Fair value at the grant date was measured to
be GBP2.67.
2022 2021
number number
----------------------------- ---------- ---------
Outstanding at 1 October 576,732 -
Shares awarded - 635,504
Forfeited (149,758) (58,772)
------------------------------ ---------- ---------
Outstanding at 30 September 426,974 576,732
------------------------------ ---------- ---------
The total charge in the year, included in operating profit, in
relation to these awards was GBP0.2m (2021: GBP0.1m). The Company
charge for the year was GBPnil (2021: GBPnil).
A ordinary shares
On 15 April 2020 (the 'grant date'), 845 A ordinary shares in
VIPSO Ltd, the former ultimate parent company, were issued at a
price of GBP0.10 per share which was the nominal value of the
shares. Of the 845 shares issued, 800 of the A ordinary shares were
issued to the existing shareholders by way of bonus issue so as not
to dilute their existing holding. These 800 shares are considered
outside the scope of IFRS 2, on the basis that these shareholders
do not receive any additional value for their shares.
The remaining 45 A ordinary shares were awarded to certain
members of Key Management (together the 'A ordinary shareholders').
In order to realise value from the shares awarded, a participant
must remain employed until an 'Exit' event is achieved. The equity
value on 'Exit' must also be in excess of the equity hurdle which
has been set at GBP130 million. The 'Exit' requirement is a
non-market performance vesting condition and the hurdle amount is
considered to be a market-based performance condition.
On 27 May 2021 the Group undertook a reorganisation, through
which the A ordinary shareholders exchanged their shares for an
equivalent value in Victorian Plumbing Group plc. After all of the
steps relating to the reorganisation were executed, the A ordinary
shareholders had exchanged their 45 A ordinary shares in VIPSO Ltd
for 7,222,969 ordinary shares in Victorian Plumbing Group plc. The
share-for-share exchange does not represent a modification of the
award under IFRS 2 as the value of the award, and the related
service and performance conditions, remained unchanged.
On 11 June 2021 the A ordinary shareholders entered into a deed
(the 'deed'), which would become effective on Victorian Plumbing
Group plc's Admission to AIM, to modify the terms of the award. The
performance condition would no longer be relevant since an Exit
event would have already occurred. The service condition for the A
ordinary shareholders was modified so as to restrict the number of
shares that vest on Admission.
On 22 June 2021 Victorian Plumbing Group plc was admitted to
AIM, which was an Exit event under the terms of the award. On
Admission 1,059,369 shares vested. The deed agreed to by the A
ordinary shareholders took effect.
2022 2021
Number Number
----------------------------------------------------------- ---------- --------------
Outstanding at 1 October 2021/6 May 2021 (incorporation) 6,163,600 -
----------------------------------------------------------- ---------- ------------
Restricted shares awarded on share-for-share exchange - 7,222,969
----------------------------------------------------------- ---------- ------------
Vested (616,360) (1,059,369)
----------------------------------------------------------- ---------- ------------
Outstanding and unvested at 30 September 2022 5,547,240 6,163,600
----------------------------------------------------------- ---------- ------------
The total charge in the year, included in operating profit, in
relation to these awards was GBPnil (2021: GBP0.4 million). The
Company charge for the year was GBPnil (2021: GBPnil). The
restricted share awards outstanding at 30 September 2022 have a
weighted average remaining vesting period of 2.8 years.
Management Incentive Plan (MIP)
An Executive Director was awarded share options under a
management incentive plan prior to Admission.
On 2 December 2020, VIPSO Ltd (the former ultimate parent
company of the Group) awarded eight nil cost ordinary share options
and nine nil cost A ordinary share options under the MIP. All of
the options awarded were to vest on the earlier of an 'Exit' event
or three years from the date of grant. Options would be forfeited
if the employee leaves the Group before the options vest, unless
under exceptional circumstances.
On 27 May 2021 the Group undertook a reorganisation, through
which the options granted under the MIP were converted to be
options over ordinary shares and ordinary deferred shares in
Victorian Plumbing Group plc. After all of the steps relating to
the reorganisation were executed, the participant of the MIP had
exchanged its eight ordinary shares and none A ordinary shares in
VIPSO Ltd for 3,219,948 ordinary share options in Victorian
Plumbing Group plc. The exchange does not represent a modification
of the award under IFRS 2 as the value of the award, and the
related service and performance conditions remained unchanged.
On 11 June 2021 the MIP participant entered into a deed ('the
MIP deed'), which would become effective on Victorian Plumbing
Group plc's Admission to AIM, to modify the terms of the award. All
of the options would convert when the performance condition was
satisfied (i.e. on Admission) resulting in the participant being
awarded ordinary shares. However, 30% of the shares would remain
restricted and subject to a service condition (the 'restricted
shares').
On 22 June 2021 Victorian Plumbing Group plc was admitted to AIM
which was an Exit event under the terms of the award. The deed
agreed to by the MIP participants took effect.
On Admission the options converted to 3,219,948 ordinary shares
and 2,253,964, or 70%, of those shares vested at an average price
of GBP2.62.
2022 2021
Number Number
---------------------------------------------------------- ---------- ------------
Outstanding at 1 October 2021/6 May 2021 (incorporation) 965,984 -
---------------------------------------------------------- ---------- ------------
Restricted shares awarded on share-for-share exchange - 3,219,948
----------------------------------------------------------- ---------- ------------
Vested (289,795) (2,253,964)
----------------------------------------------------------- ---------- ------------
Outstanding and unvested at 30 September 2022 676,189 965,984
----------------------------------------------------------- ---------- ------------
The market value per ordinary share for the restricted shares
awarded under the MIP that vested in the year was GBP0.58. The
restricted share awards outstanding under the MIP at 30 September
2022 have a weighted average remaining vesting period of 1.3
years.
The total charge in the year, included in operating profit, in
relation to these awards was GBPnil (2021: GBP4.4m). The Company
charge for the year was GBPnil (2021: GBP0.1m).
IPO restricted share awards
The Chairman and certain members of Key Management have been
granted restricted share awards. The restricted share awards do not
have a performance condition attached to them but the extent to
which they vest depends on a service condition being satisfied. The
restricted shares are forfeited if the employee leaves the Group
before the vesting date, unless under exceptional
circumstances.
Share price Fair value
at grant Employee Vesting Risk-free Dividend per
date contribution period rate yield Volatility restricted
Grant date GBP per share (years) % % % share
------------ ------------- ------------- -------------- -------------- -------------- ----------- -------------
22/06/2021 2.62 GBP0.001 5.0 - - - 2.62
22/06/2021 2.62 GBP0.001 4.0 - - - 2.62
10/08/2021 2.59 nil 2.1 - - - 2.59
------------ ------------- ------------- -------------- -------------- -------------- ----------- -------------
The number of restricted shares outstanding at 30 September 2022
was as follows:
2022 2021
Number Number
---------------------------------------------------------- ---------- ----------
Outstanding at 1 October 2021/6 May 2021 (incorporation) 3,442,858 -
---------------------------------------------------------- ---------- ----------
Awarded 208,334 3,651,522
----------------------------------------------------------- ---------- ----------
Forfeited (38,168) -
---------------------------------------------------------- ---------- ----------
Vested (569,477) (208,664)
----------------------------------------------------------- ---------- ----------
Outstanding and unvested at 30 September 2022 3,043,547 3,442,858
----------------------------------------------------------- ---------- ----------
The market value per ordinary share for restricted shares that
vested in the year was GBP0.58. The IPO restricted share awards
outstanding at 30 September 2022 have a weighted average remaining
vesting period of 2.3 years.
The total charge in the year, included in operating profit, in
relation to these awards was GBP3.4m (2021: GBP1.6m). The Company
charge for the year was GBP1.8m (2021: GBP0.6m).
Deferred Bonus Plan
The Group operates a Deferred Bonus Plan ('DBP') for the senior
leadership team and certain key employees. It is both a cash bonus
plan and a discretionary employee share plan under which a
proportion of a participant's annual bonus is deferred into an
award over shares. Awards under the plan are contingent on the
satisfaction of pre-set internal targets relating to financial and
operational objectives. A nil cost option will be granted following
determination of performance against targets, with 40% of the award
vesting immediately, 30% after 1 year and 30% after 2 years. Awards
are potentially forfeitable during that period should the employee
leave employment.
During the year the Group made awards over 1,893,219 ordinary
shares under the DBP scheme, subject to the satisfaction of certain
performance criteria to be determined by the Remuneration
Committee. The fair value of the award was determined to be
GBP1.02, being the average Market Value of a Share over the five
business days ending on 31 January 2022.
2022
Number
----------------------------------- ----------
Outstanding at 30 September 2021 -
----------------------------------- ----------
Options granted in the year 1,893,219
----------------------------------- ------------
Outstanding at 30 September 2022 1,893,219
----------------------------------- ------------
The total charge in the period, included in operating profit, in
relation to these awards was GBP0.3m (2021: GBPnil). The Company
charge for the period was GBPnil (2021: GBPnil).
Long Term Incentive Plan
The Group operates a Long-Term Incentive Plan Award ('LTIP') for
the CEO and CFO. The extent to which awards vest will depend upon
the satisfaction of the Group's financial and operational
performance in the financial year of the award date (the
"Performance Conditions").
The LTIP awards are subject to performance conditions based on
Adjusted EPS (75% of award) and absolute Total Shareholder Return
("TSR") (25% of award). Awards vest 3 years after grant subject to
EPS and Absolute TSR performance conditions, with a two-year
post-vesting holding period applying.
On 29 March 2022 the Group awarded 323,472 nil cost options
under the LTIP scheme. The fair value for the EPS element of the
award at GBP0.52 was based on the share price at the grant date.
The fair value of the TSR element was calculated using a Monte
Carlo simulation and has been fixed at GBP0.106.
2022
Number
----------------------------------- --------
Outstanding at 30 September 2021 -
----------------------------------- ----------
Options granted in the year 323,472
----------------------------------- ----------
Outstanding at 30 September 2022 323,472
----------------------------------- ----------
The total charge in the year, included in operating profit, in
relation to these awards was GBPnil (2021: GBPnil). The Company
charge for the period was GBP30k (2021: GBPnil).
Sharesave scheme
The Group operates a Sharesave ('SAYE') scheme for all employees
under which employees are granted an option to purchase ordinary
shares in the Company at up to 20% less than the market price at
invitation, in three years' time, dependent on their entering into
a contract to make monthly contributions into a savings account
over the relevant period. Options are granted and are linked to a
savings contract with a term of three years. These funds are used
to fund the option exercise. No performance criteria are applied to
the exercise of Sharesave options. The assumptions used in the
measurement of the fair value at grant date of the Sharesave plan
are as follows:
Share
price at Exercise Expected Risk-free Dividend Non-vesting
grant date price volatility Option rate yield condition Fair value
Grant date GBP GBP % life years % % % per option
------------ ----------- ----------- ----------- ----------- ------------ ----------- ------------ -----------
30/03/2022 0.51 0.57 67 3.17 1.42 0 0 0.22
------------ ----------- ----------- ----------- ----------- ------------ ----------- ------------ -----------
Expected volatility is estimated by considering the historical
3.17 year volatility of the FTSE AIM retailers.
2022 2022
Number of share options Weighted average exercise price GBP
---------------------------------- ------------------------- -------------------------------------
Outstanding at 1 October 2021 - -
Options granted in the year 443,747 0.57
Options lapsed in the year - -
Outstanding at 30 September 2022 443,747 0.57
----------------------------------- ------------------------- -------------------------------------
Exercisable at 30 September 2022 - -
----------------------------------- ------------------------- -------------------------------------
The total charge in the year, included in operating profit, in
relation to these awards was GBP16k (2021: GBPnil). The Company
charge for the period was GBPnil (2021: GBPnil).
20. Cash generated from operating activities
2022 2021
GBPm GBPm
------------------------------------------------------------ ------------------------- ----------
Cash flows from operating activities
Profit before taxation for the financial year 11.8 19.7
Adjustments for:
Amortisation of intangible assets (note 10) 2.0 1.6
Depreciation of property, plant and equipment (note 11) 0.6 0.6
Depreciation of right-of-use assets (note 12) 0.9 0.9
Share-based payments 3.9 7.7
Fair value profit on financial derivatives (0.7) -
Finance costs 0.3 0.3
Increase in inventories (1.5) (9.4)
Increase in receivables (0.2) (0.8)
Increase in payables 1.1 7.3
Increase/(Decrease) in provisions 0.1 (0.1)
------------------------------------------------------------ ------------------------- ----------
Cash generated from operating activities 18.3 27.8
------------------------------------------------------------ ------------------------- ----------
21. Post balance sheet events
There have been no material events to report after the end of
the reporting period.
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END
FR EAXASEDKAFFA
(END) Dow Jones Newswires
December 06, 2022 02:00 ET (07:00 GMT)
Victorian Plumbing (LSE:VIC)
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