TIDMSPEC

RNS Number : 0187L

Inspecs Group PLC

08 September 2021

8 September 2021

INSPECS Group plc

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

Interim Results

INSPECS Group plc, a global eyewear and lens design house and manufacturer, presents its interim results for the six months ended 30 June 2021.

Financial highlights:

   --      Revenue increased to $125.7m (H1 2020: $16.7m) 
   --      Gross profit margin 44.9% (H1 2020: 44.5%) 
   --      Underlying gross profit margin* 49.8% (H1 2020: 44.5%) 
   --      Underlying EBITDA* increased to $17.7m (H1 2020: $0.7m) 

-- Underlying basic Earnings Per Share (EPS) of $0.17 (H1 2020: $0.01), with underlying diluted EPS of $0.16 (H1 2020: $0.01)

   --      Reported loss before tax of $2.6m (H1 2020: $8.3m) 
   --      Reported loss after tax of $3.2m (H1 2020: $7.5m) 

-- Reported basic EPS of $(0.03) (H1 2020: $(0.12)), with diluted EPS of $(0.03) (H1 2020: $(0.12))

   --      Strong balance sheet with cash at 30 June 2021 of $37.7m (30 June 2020: $28.6m) 
   --      Cash flow from operating activities $15.4m (H1 2020: $(2.5)m) 

*Underlying gross profit margin for H1 2021 excludes $6.1m purchase price allocation adjustment relating to inventory valuation following the acquisition of Eschenbach on 16 December 2020. Underlying EBITDA excludes this purchase price allocation adjustment and share based payment expense for the period. See 'Underlying EBITDA' table below for reconciliation to operating profit as shown below.

Operational highlights:

-- Despite the restrictions of Covid-19, operations have remained fully functional and the business is currently transitioning from a work at home basis to a flexible office/home-working environment where applicable.

-- Construction work on our Vietnam plant has been completed, despite Covid-19 related restrictions, production is at good levels.

   --      Further land acquired in Vietnam allows an additional expansion of manufacturing capacity. 
   --      New B2B digital platform increases revenues. 
   --      Eschenbach integration continues across the Group. 

-- Launch of new in-house designed and manufactured sustainable frames "Botaniq (TM) " continues to prove successful.

   --      Development of antiviral and antibacterial products for healthcare markets. 
   --      Norville appointed UK sales distributor for "LEICA Lenses". 
   --      Construction of new Norville production facility underway, completion expected Q4 2021. 
   --      ESG teams working to move Group's offices to carbon neutral. 

Robin Totterman, CEO of INSPECS, said:

"I am pleased to report our underlying EBITDA increased from $0.7m for the 6 months to 30 June 2020 to $17.7m for the 6 months to 30 June 2021. These are good results for the Group that demonstrate its trajectory following the acquisition of Eschenbach on the 16 December 2020.

"These results reflect the hard work that our employees have put in to ensure that the Group can operate despite Covid-19 restrictions. My thanks for the flexibility our teams have displayed across the globe. Our factories have managed to carry on producing in what has been an extraordinarily difficult time and all our factory workers in Vietnam have been vaccinated to enable them to carry on production. Our plant in China has continued to operate despite Covid-19 difficulties throughout the period. Our teams across the globe continue to drive new innovation, explore opportunities and expand into new markets through integration, organic growth and acquisitions.

"We have strong order books and notwithstanding the potential future disruption from Covid-19 our full year expections remain unchanged. We look forward to providing a further update with our Q3 trading update at the end of October."

For further information please contact:

 
INSPECS Group plc                         via FTI Consulting 
 Robin Totterman (CEO)                     Tel: +44 (0) 20 
 Chris Kay (CFO)                           3727 1000 
Peel Hunt (Nominated Adviser and Broker)  Tel: +44 (0) 20 
 Adrian Trimmings                          7418 8900 
 Andrew Clark 
FTI Consulting (Financial PR)             Tel: +44 (0) 20 
 Alex Beagley                              3727 1000 
 Fern Duncan                               INSPECS@fticonsulting.com 
 Alice Newlyn 
 

About INSPECS Group plc

INSPECS is a Bath-based designer, manufacturer and distributor of eyewear frames and optically advanced spectacle lenses. The Group produces a broad range of frames and lenses, covering optical, sunglasses and safety, which are either "Branded" (either under licence or under the Group's own proprietary brands), or "OEM" (including private label on behalf of retail customers and un-branded).

In December 2020, INSPECS acquired Eschenbach, a leading, global, eyewear supplier headquartered in Nuremberg, Germany, which includes the American company Tura. The acquisition extended the Group's presence internationally in key global markets. This followed the acquisition of lens maker Norville in July 2020, whereby INSPECS combined two heritage brands in British optical, Savile Row frame maker, and Norville lens maker, further enhancing its vertically integrated business model. As one of only a few companies that can offer this one-stop-shop solution to global retail chains, INSPECS is well positioned to continue to take market share in the globally expanding eyewear market.

INSPECS customers include global optical and non-optical retailers, global distributors and independent opticians, with its distribution network covering over 80 countries and reaching approximately 70,000 points of sale.

INSPECS has operations across the globe: with offices in the UK, Portugal, Scandinavia, the US and China (Hong Kong, Macau and Shenzhen), and manufacturing facilities in Vietnam, China, the UK and Italy. With the acquisition of Eschenbach, the Group's international reach further extends across Europe and the American markets.

The Group's growth strategy going forward is to: (i) continue to grow organically; (ii) undertake further acquisitions (and drive value through leveraging the Group's internal capabilities); and (iii) extend the Group's manufacturing capacity.

More information is available at www.INSPECS.com .

CHIEF EXECUTIVE REVIEW

I am pleased to present our first full 6-month interim results following our acquisition of Eschenbach on 16 December 2020. The Group has performed well in the first 6-months with sales of $125.7m. The Group made an underlying EBITDA of $17.7m.

The Group continues to deliver despite Covid-19 restrictions around the globe. As we move towards the end of our financial year, I remain cautious but believe that we have developed over the last 12-months the ability to quickly change both our working and trading patterns to be able to continue to achieve solid results despite the challenging environment.

In Vietnam, unlike many other factories, our team has adapted to the complex Covid-19 restrictions. We quickly built new dormitories and shower facilities allowing our workforce to remain on-site and continue production.

We have sourced a new factory for Norville, and this move to a state-of-the-art production facility should be completed by the end of Q4. Norville has been appointed as the sole UK lens distributor for "LEICA Lenses".

Eschenbach has traded ahead of expectations, and it is great to see the collaboration of the Eschenbach teams with the other Group members around the globe taking shape. This continues to drive new and innovative ideas to further grow the Group.

We continue to work on further acquisitions with our advisors, as the enlarged Group now has many additional opportunities available to it.

Our new in-house innovation development team, 'Skunk Works', has been busy, and I hope to announce further advanced innovation in the near future.

Despite Covid-19, the Group continues to trade well post 30 June 2021. The global eyewear market has proved to be resilient over the last 18 months. However, current trading patterns can be quickly influenced by governments around the world responding to the Covid-19 pandemic, which could see some of our markets affected.

Our order books continue to grow, and I am excited about new opportunities across the Group. Assuming current conditions prevaiI, I expect that we will continue to build on our results for the first 6 months of the year.

During the period we have worked hard across the Group on unifying ESG policies, with teams in place around the globe, targeting new environmentally friendly products for the market and a constant reduction in our waste, energy usage and carbon emissions.

Finally, I would like to thank all of our staff and advisors who have worked tirelessly in challenging circumstances to produce these results and have the passion and skills to continue the Group's growth.

Robin Totterman

8 September 2021

FINANCIAL REVIEW

The Group has produced a good financial performance despite Covid-19 restriction for the first 6-month period of 2021. The results include the first full six month period of Eschenbach GmbH.

Revenue

Revenue increased to $125.7m from $16.7m in H1 FY20 driven by the continuing integration of Eschenbach and volume growth across the diversity of markets that we now operate in.

Underlying Gross Margin

The Group's underlying gross margin increased from 44.5% to 49.8%.

Underlying EBITDA

The Group underlying EBITDA increased from $0.7m in H1 2020 to $17.7m in H1 2021.

Finance Expenses

Our net finance cost reduced from $1.6m in H1 2020 to $1.1m.

Loss Before Tax

Loss before tax for the period of $2.6m is after charging $1.2m of non-underlying costs and a foreign exchange loss on borrowings of $3.6m, being a non-cash item.

Cash Generation

The Group generated a net cash inflow from operating activities of $15.4m in H1 2021 compared to a net outflow of $(2.5)m in H1 2020.

Cash Position

The Group's cash at 30 June 2021 was $37.7m compared to $28.6m at 30 June 2020.

Net Assets

The Group's net assets increased from $58m at 30 June 2020 to $147m at 30 June 2021.

Net Debt

The Group's net debt excluding leasing has decreased from $26.9m as at 31 December 2020 to $16.9m as at 30 June 2021.

Earnings Per Share

The Group's underlying basic earnings per share of the 6 months to 30 June 2021 was $0.17 compared to $0.01 for the 6 months to 30 June 2020.

Underlying EBITDA

The below table shows how Underlying EBITDA is calculated:

 
                                                       6 months                    6 months                                  12 months 
                                                          ended                       ended                                      ended 
                                                        30 June                     30 June                                31 December 
                                                           2021                        2020                                       2020 
                                                          $'000                       $'000                                      $'000 
  Revenue                                               125,746                      16,727                                     47,415 
                                             ------------------  --------------------------  ----------------------------------------- 
  Gross Profit                                           56,498                       7,439                                     20,522 
  Operating expenses                                   (53,157)                     (9,167)                                   (23,462) 
  Operating profit/(loss)                                 3,341                     (1,728)                                    (2,940) 
  Movement in fair value on derivatives                       -                       (727)                                      (740) 
  Operating profit/(loss) after 
   movement in derivative                                 3,341                     (2,455)                                    (3,680) 
 ------------------------------------------  ------------------  --------------------------  ----------------------------------------- 
  Add back: Amortisation                                  3,452                         484                                      1,607 
  Add back: Depreciation                                  4,131                       1,155                                      2,299 
                                             ------------------  --------------------------  ----------------------------------------- 
  EBITDA                                                 10,924                       (816)                                        226 
  Add back: Share based payment 
   expense                                                  680                         766                                      1,706 
  Add back: Restructuring costs                               -                           -                                        185 
  Add back: Foreign exchange 
   on funding for acquisitions                                -                           -                                      1,085 
  Add back: Post acquisition 
   insurance costs                                            -                           -                                        563 
  Add back: Movement in fair 
   value on derivatives                                       -                         727                                        740 
                                             ------------------  --------------------------  ----------------------------------------- 
  Add back: Purchase price allocation 
   (PPA) adjustment on Eschenbach                         6,104                           - 
   inventory                                                                                                                         - 
                                             ------------------  --------------------------  ----------------------------------------- 
  Underlying EBITDA                                      17,708                         677                                      4,505 
 
  Underlying Earnings per Share 
                                                              $                           $                                          $ 
  Basic underlying Earnings per 
   Share for the period attributable 
   to the equity holders of the 
   parent                                                  0.17                        0.01                                       0.07 
 
    Diluted underlying Earnings 
    per Share for the period attributable 
    to the equity holders of the 
    parent                                                 0.16                        0.01                                       0.06 
 
 
     Underlying EBITDA segmental information 
     Underlying EBITDA by reportable segment (as defined in note 4) for 
     the six months ended 30 June 2021 is as follows:                  Frames   Wholesale   Lenses   Total          Adjustments    Total 
                          and                         before 
                       Optics                        adjustments    & 
                                                      &             elimination 
                                                     eliminations 
                        $'000   $'000        $'000          $'000         $'000     $'000 
      Revenue         110,449      13,643    4,278        128,370       (2,624)   125,746 
 
      Operating 
       profit           1,996       2,213    (793)          3,416          (75)     3,341 
                     --------  ----------  -------  -------------  ------------  -------- 
      Add back: 
      Amortisation      2,928         524        -          3,452             -     3,452 
      Depreciation      3,182         699      250          4,131             -     4,131 
      Share based 
       payments           401         279        -            680             -       680 
      PPA 
       adjustment 
       Eschenbach 
       inventory        6,104           -        -          6,104             -     6,104 
                                           -------                               -------- 
      Underlying 
       EBITDA          14,611       3,715    (543)         17,783          (75)    17,708 
                     --------  ----------  -------  -------------  ------------  -------- 
 
 
 
 
     INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
     For the period ended 30 June 2021 
--------------------------------------------------------------------------------------------------------------------------------------------------- 
                                                                                  Unaudited                                  Unaudited 
                                                                                   6 months                                   6 months 
                                                                                      ended                                      ended 
                                                    Notes                      30 June 2021                               30 June 2020 
                                                                                      $'000                                      $'000 
 REVENUE                                              4                             125,746                                     16,727 
 Cost of sales                                                                     (69,248)                                    (9,288) 
 
 GROSS PROFIT                                                                        56,498                                      7,439 
 Other operating income                                                                   -                                         27 
 Distribution costs                                                                 (1,774)                                      (239) 
 Administrative expenses                                                           (51,383)                                    (8,954) 
 
 OPERATING PROFIT/(LOSS)                                                              3,341                                    (1,728) 
 
 Movement in fair value 
  on derivatives                                                                          -                                      (727) 
 Initial public offering 
  costs                                                                                   -                                    (2,442) 
 Non-underlying costs                                 9                             (1,248)                                       (91) 
 Exchange adjustments on 
  borrowings                                                                        (3,619)                                    (1,774) 
 Finance costs                                                                      (1,123)                                    (1,570) 
 Finance income                                                                          19                                         19 
 
 LOSS BEFORE INCOME TAX                                                             (2,630)                                    (8,312) 
 Income tax                                                                           (533)                                        823 
 
 LOSS FOR THE PERIOD                                                                (3,163)                                    (7,489) 
 OTHER COMPREHENSIVE INCOME: 
 Exchange adjustment on 
  consolidation                                                                       3,796                                    (1,490) 
 
 TOTAL COMPREHENSIVE PROFIT 
  /(LOSS) FOR THE PERIOD                                                                633                                    (8,979) 
                                                                 ==========================  ========================================= 
 
   Earnings per share 
 Basic EPS for the period 
  attributable 
  to the equity holders 
  of the parent                                       5                              (0.03)                                     (0.12) 
                                                                 --------------------------  ----------------------------------------- 
 
  Diluted EPS for the period 
  attributable 
  to the equity holders 
  of the parent                                       5                              (0.03)                                     (0.12) 
                                                                 --------------------------  ----------------------------------------- 
 
 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 June 2021

 
 
                         Notes                          Unaudited          Unaudited                   Audited 
                                                           As at             As at                       As at 
                                                          30 June           30 June                   31 December 
                                                           2021               2020                       2020 
                                                          $'000              $'000                      $'000 
 ASSETS 
 NON-CURRENT 
 ASSETS 
 Goodwill                                                  69,961               11,982                           69,087 
 Intangible 
  assets                                                   50,738               15,930                           56,305 
 Property Plant 
  and equipment                                            42,620               11,980                           42,839 
 Investment in 
  associates                                                   57                   53                               57 
 Deferred tax                                              12,569                1,167                           12,995 
                                                       ----------       --------------       -------------------------- 
                                                          175,945               41,112                          181,283 
                                                       ----------       --------------       -------------------------- 
 CURRENT ASSETS 
 Inventories                                               50,639                8,450                           59,294 
 Trade and other 
  receivables                                  6           34,498                8,731                           35,648 
 Tax receivable                                               246                    -                            1,556 
 Cash and cash 
  equivalents                                              37,718               28,589                           32,672 
                                                                        -------------- 
                                                          123,101               45,770                          129,170 
                                                       ----------       --------------       -------------------------- 
 TOTAL ASSETS                                             299,046               86,882                          310,453 
                                                       ----------       --------------       -------------------------- 
 
 EQUITY 
 SHAREHOLDERS' 
 EQUITY 
 Called up share 
  capital                                                   1,384                  968                            1,384 
 Share premium                                            121,940               35,138                          121,940 
 Foreign 
  currency 
  translation 
  reserve                                                   3,697              (1,385)                             (99) 
 Share option 
  reserve                                                   1,547                  564                              867 
 Merger reserve                                             7,296                7,296                            7,296 
 Retained 
  earnings                                                 11,266               15,853                           14,429 
                                                       ----------       --------------       -------------------------- 
 
   TOTAL EQUITY                                           147,130               58,434                          145,817 
                                                       ----------       --------------       -------------------------- 
 
 LIABILITIES 
 NON-CURRENT 
 LIABILITIES 
 Financial liabilities 
  - borrowings 
       Interest 
        bearing loans 
        and borrowings                         8           63,191               17,401                           70,391 
 Deferred tax                                              21,421                2,762                           24,694 
                                                                        -------------- 
 
                                                           84,612               20,163                           95,085 
                                                       ----------       --------------       -------------------------- 
 CURRENT LIABILITIES 
 Trade and other 
  payables                                     7           38,542                5,611                           42,895 
 Right of return 
  liability                                                13,015                  454                           12,824 
 Financial liabilities 
  - borrowings 
       Interest 
        bearing loans 
        and borrowings                         8           10,191                  599                            6,830 
       Bank overdrafts                         8                -                    -                            2,642 
  Invoice discounting                          8                -                   47                                - 
 Tax payable                                                5,556                1,574                            4,360 
                                                                        -------------- 
                                                           67,304                8,285                           69,551 
 TOTAL LIABILITIES                                        151,916               28,448                          164,636 
                                                       ----------       --------------       -------------------------- 
 
 TOTAL EQUITY AND 
  LIABILITIES                                             299,046               86,882                          310,453 
                                                       ----------       --------------       -------------------------- 
 
 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the period ended 30 June 2021

 
 
                                Called      Share         Foreign      Share    Retained     Merger     Total 
                                    up    premium        currency     option    earnings    reserve    equity 
                                 share                translation    reserve 
                               capital                    reserve 
                                  $000       $000            $000       $000        $000       $000      $000 
 
 SIX MONTHSED 30 
  JUNE 2021 
 Balance at 1 January 
  2021                           1,384    121,940            (99)        867      14,429      7,296   145,817 
 
 Loss for the period                 -          -               -          -     (3,163)          -   (3,163) 
 Other comprehensive 
  income                             -          -           3,796          -           -          -     3,796 
                        --------------  ---------  --------------  ---------  ----------  ---------  -------- 
 Total comprehensive 
  loss                               -          -           3,796          -     (3,163)          -       633 
 
 Share-based payments                -          -               -        680           -          -       680 
 Balance at 30 June 
  2021 
  (unaudited)                    1,384    121,940           3,697      1,547      11,266      7,296   147,130 
                        --------------  ---------  --------------  ---------  ----------  ---------  -------- 
 
 
 SIX MONTHSED 30 
  JUNE 2020 
 Balance at 1 January 
  2020                              62     21,628           1,031      2,840       5,787          -    31,348 
 
 Loss for the period                 -          -               -          -     (7,489)          -   (7,489) 
 Other comprehensive 
  loss                               -          -         (1,490)          -           -          -   (1,490) 
                        --------------  ---------  --------------  ---------  ----------  ---------  -------- 
 Total comprehensive 
  loss                               -          -         (1,490)          -           -          -   (8,979) 
 
 Issue of share 
  capital                          187     32,413               -          -           -       (22)    32,578 
 Exercise of share 
  options                           99      2,725               -    (3,140)       2,973          -     2,657 
 Share-based payments                -          -               -        830           -          -       830 
 Share for share 
  exchange 
  and 
  creation of merger 
  reserve                          620   (21,628)           (926)         34    (46,902)     68,802         - 
 Capital reduction                   -          -               -          -      61,484   (61,484)         - 
                        --------------  ---------  --------------  ---------  ----------             -------- 
 Balance at 30 June 
  2020 
  (unaudited)                      968     35,138         (1,385)        564      15,853      7,296    58,434 
                        --------------  ---------  --------------  ---------  ----------  ---------  -------- 
 
 INTERIM CONSOLIDATED STATEMENT OF CASH FLOW 
  For the period ended 30 June 2021 
---------------------------------------------------------------------------------------- 
 
                                                        Unaudited              Unaudited 
                                                         6 months               6 months 
                                                            ended                  ended 
                                                     30 June 2021                30 June 
                                                                                    2020 
                                                             $000                   $000 
 Cash flows from 
 operating 
 activities 
 (Loss)/profit before 
  income 
  tax                                                     (2,630)                (8,312) 
 Depreciation charges                                       4,131                  1,155 
 Amortisation charges                                       3,451                    484 
 Share based payments                                         680                    766 
 Movement in fair 
  value of 
  derivatives                                                   -                    727 
 Exchange adjustments 
  on borrowings                                             3,619                  1,774 
 Finance costs                                              1,123                  1,570 
 Finance income                                              (19)                   (19) 
                                                           10,355                (1,856) 
 Decrease in 
  inventories                                               9,406                    266 
 Decrease in trade and 
  other 
  receivables                                               1,600                  4,143 
 Decrease in trade and 
  other 
  payables                                                (4,869)                (4,605) 
 Cash generated from 
  operations                                               16,492                (2,051) 
 Interest paid                                            (1,115)                  (481) 
 Tax paid                                                       -                      - 
                                                   --------------  --------------------- 
 Net cash flow from 
  operating 
  activities                                               15,377                (2,532) 
                                                   --------------  --------------------- 
 
 Cash flows (used 
 in)/from 
 investing activities 
 Purchase of 
  intangible fixed 
  assets                                                     (86)                   (72) 
 Purchase of property 
  plant 
  and equipment                                           (2,697)                  (265) 
 Interest received                                             19                     19 
 Net cash flows (used 
  in)/from 
  investing 
  activities                                              (2,764)                  (318) 
                                                   --------------  --------------------- 
 
 Cash flow from 
 financing 
 activities 
 Bank loan principal 
  repayments 
  in year                                                 (3,102)                (2,307) 
 Repayment of other 
  loans                                                         -                (2,530) 
 Inflow from Initial 
  Public 
  Offering                                                      -                 30,313 
 Principal payments on 
  leases                                                  (1,920)                  (590) 
 Net cash flows used 
  in financing 
  activities                                              (5,022)                 24,886 
                                                   --------------  --------------------- 
 
 Net 
  increase/(decrease) 
  in 
  cash and cash 
  equivalents                                               7,591                 22,035 
 Cash and cash 
  equivalents 
  at 
  beginning of the 
  period                                                   30,030                  6,502 
 Net foreign currency 
  movements                                                    97                     52 
                                                   --------------  --------------------- 
 Cash and cash 
  equivalents 
  at end of period                                         37,718                 28,589 
                                                   ==============  ===================== 
 
 
 
 
 
 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS 
 For the period ended 30 June 2021 
----------------------------------------------- 
 
   1.      GENERAL INFORMATION 

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

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

   2.      ACCOUNTING POLICIES 

Going concern

Based on the Group's forecasts considered in the light of the Covid-19 situation, the Directors have adopted the going concern basis in preparing the interim financial statements.

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

-- The Group improved its cash position during the period with net cash inflows from operating activities of $15.4m compared to an outflow of ($2.5m) for H1 2020.

   --      The Groups net assets were $147m at the end of the period compared to $58m at 30 June 2020. 
   --      The Group has significant headroom with its current and projected covenants with HSBC. 
 
                           30 June 2021       31 December 2020 
                           Actual  Required   Actual   Required 
                           ------  ---------  -------  --------- 
Leverage (excl. leasing)   0.6     Below 2.5  1.6      Below 2.5 
                           ------  ---------  -------  --------- 
Interest cover             21.0    Above 4.0  17.1     Above 4.0 
                           ------  ---------  -------  --------- 
 

Leverage is calculated on a rolling 12 month historical EBITDA against current net debt excluding leasing.

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

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

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

-- Ability to service both the major global retail chains and significant distribution to the independent eyewear market following the acquisition of Eschenbach on 16 December 2020.

Basis of preparation

The interim consolidated financial statements for the six months ended 30 June 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting and with accounting policies that are consistent with the Group's Annual Report and Financial Statements for the period ended 31 December 2020.

The comparative financial information for the period ended 30 June 2020 in this interim report does not constitute statutory accounts for that period under 434 of the Companies Act 2006 and is unaudited.

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

 
 NOTES TO THE INTERIM CONSOLIDATED STATEMENTS (continued) 
  For the period ended 30 June 2021 
--------------------------------------------------------- 
 
   3.     CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY 

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

Estimation uncertainty

In addition to the impact of Covid-19 discussed within the going concern section of note 2, the key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period, are described below.

Uncertain tax positions

Tax authorities could challenge and investigate the Group's transfer pricing or tax domicile arrangements. As a growing, international business, there is an inherent risk that local tax authorities around the world could challenge either historical transfer pricing arrangements between other entities within the Group and subsidiaries or branches in those local jurisdictions, or the tax domicile of subsidiaries or branches that operate in those local jurisdictions.

As a result, the Group has identified it is exposed to uncertain tax positions, which it has measured using an expected value methodology. Such methodologies require estimates to be made by management including the relative likelihood of each of the possible outcomes occurring, the periods over which the tax authorities may raise a challenge to the Group's transfer pricing or tax domicile arrangements; and the quantum of interest and penalties payable in addition to the underlying tax liability. As a result, the Group has made a provision of $3,067,000 as at 30 June 2021 ($2,603,000 as at 30 June 2020), in line with the accounting methodology used as at 31 December 2020.

Right of return

Under IFRS15 a sale with right of return is recognised if the customer receives any combination of a full or partial refund of any consideration paid, a credit that can be applied against amounts owed, or another product in exchange. The Group includes within the liability arrangements where the Group has historically accepted a right to return. The Group estimates the impact of potential returns from customers based on historical data on returns, with a liability recognised for the goods expected to be returned. Calculations of this liability require estimation to be made by management as to the expected level of returns. The right of return liability as at 30 June 2021 was $13,015,000 (30 June 2020: $454,000) with Eschenbach accounting for $12,344,000 of this balance as at 30 June 2021.

   4.      SEGMENT INFORMATION 

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

-- Frames and Optics (previously Branded) product distribution.

-- Wholesale - being OEM and manufacturing distribution.

-- Lenses - being manufacturing and distribution of lenses.

The acquisition of Norville (20/20) Limited during H2 2020 has led to an additional operating and reporting segment of 'Lenses' in 2020. In addition, the acquisition of Eschenbach Holdings GmbH also in H2 2020 has resulted in a change to the 'Branded' reporting segment, to form the 'Frames and Optics' reporting segment of which Eschenbach is a part during the period to 30 June 2021.

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

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2021 and are as below:

 
                       Frames   Wholesale            Lenses    Total before           Adjustments             Total 
                          and 
                       Optics                                  adjustments            & 
                                                                &                     elimination 
                                                               eliminations 
                        $'000                $'000     $'000              $'000             $'000             $'000 
 Revenue 
   External           109,233               12,261     4,252            125,746                 -         125,746 
   Internal             1,216                1,382        26              2,624           (2,624)               - 
                  -----------  -------------------  --------  -----------------      ------------      ---------- 
                      110,449               13,643     4,278            128,370           (2,624)         125,746 
 Cost of sales       (59,588)              (9,442)   (2,473)           (71,503)             2,255        (69,248) 
                  -----------  -------------------  --------  -----------------      ------------      ---------- 
 
 Gross profit          50,861                4,201     1,805             56,867             (369)          56,498 
 
 Expenses            (48,865)              (1,988)   (2,598)           (53,451)               294        (53,157) 
                                                    --------                                           ---------- 
 Operating 
  (loss)/profit         1,996                2,213     (793)              3,416              (75)           3,341 
                                                    -------- 
 Exchange 
  adjustment 
  on borrowings                                                                                             (3,619) 
 Non-underlying 
  costs - 
  acquisitions                                                                                              (1,248) 
 Finance costs                                                                                              (1,123) 
 Finance income                                                                                                  19 
 Taxation                                                                                                     (533) 
                                                                                                   ---------------- 
 Loss for the 
  period                                                                                                    (3,163) 
                                                                                                   ---------------- 
 
 

Reported segments relating to the balance sheet as at 30 June 2021 are as follows:

 
                  Frames              Wholesale            Lenses    Total                        Adjustments                        Total 
                   and                                                before 
                      Optics                                         adjustments                  & elimination 
                                                                      & 
                                                                       eliminations 
                             $'000                 $'000 
                                                             $'000                    $'000                     $'000                $'000 
 
 Total assets              390,712                74,917     7,285                  472,914                 (186,437)              286,477 
 Total 
  liabilities            (302,660)               (7,056)   (6,837)                (316,553)                   264,996             (51,557) 
               -------------------  --------------------  --------  -----------------------      --------------------      --------------- 
                            88,052                67,861       448                  156,361                    78,559              234,920 
               -------------------  --------------------  --------  -----------------------      -------------------- 
 Deferred tax 
  asset                                                                                                                             12,569 
 Deferred tax 
  liability                                                                                                                       (21,421) 
 Current tax 
  liability                                                                                                                        (5,556) 
 Borrowings                                                                                                                       (73,382) 
                                                                                                                       ------------------- 
 Group net 
  assets                                                                                                                           147,130 
                                                                                                                       ------------------- 
 
 

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

The reportable segments subject to disclosure are consistent with the organisation model adopted by the Group during the six months ended 30 June 2020 and are as below:

 
                                  Branded         Wholesale          Total before   Adjustments        Total 
                                                                     adjustments    & elimination 
                                                                      & 
                                                                     eliminations 
                                          $'000              $'000          $'000           $'000       $'000 
 Revenue 
   External                               8,627              8,100         16,727               -      16,727 
   Internal                               1,104                894          1,998         (1,998)           - 
                           --------------------  -----------------  -------------  --------------  ---------- 
                                          9,732              8,994         18,726         (1,998)      16,727 
 Cost of sales                          (5,886)            (5,167)       (11,053)           1,765     (9,288) 
                           --------------------  -----------------  -------------  --------------  ---------- 
 
 Gross profit                             3,845              3,827          7,672           (233)       7,439 
 
 Expenses                               (5,205)            (4,153)        (9,358)             191     (9,167) 
                                                                                                   ---------- 
 Operating (loss)/profit                (1,360)              (326)        (1,686)            (42)     (1,728) 
 Exchange adjustment 
  on borrowings                                                                                       (1,774) 
 Movement in derivatives                                                                                (727) 
 Initial Public 
  Offering costs                                                                                      (2,442) 
 Non-underlying 
  costs - restructuring                                                                                  (91) 
 Finance costs                                                                                        (1,570) 
 Finance income                                                                                            19 
 Taxation                                                                                                 823 
                                                                                                   ---------- 
 Loss for the period                                                                                  (7,489) 
                                                                                                   ---------- 
 

Reported segments relating to the balance sheet as at 30 June 2020 are as follows:

 
                  Frames              Wholesale           Total                Adjustments                   Total 
                   and                                     before 
                   Optics                                 adjustments          & elimination 
                                                           & 
                                                            eliminations 
                             $'000                $'000                $'000                $'000 
                                                                                                               $'000 
 Total assets               75,019               63,259              138,278             (52,564)             85,714 
 Total 
  liabilities             (63,712)              (4,654)             (68,366)               62,255            (6,111) 
               -------------------  -------------------  -------------------  -------------------  ----------------- 
                            11,307               58,605               69,912                9,691             79,603 
               -------------------  -------------------  -------------------  ------------------- 
 Deferred tax 
  asset                                                                                                      1,167 
 Deferred tax 
  liability                                                                                                (2,762) 
 Current tax 
  liability                                                                                                (1,574) 
 Borrowings                                                                                               (18,000) 
                                                                                                   --------------- 
 Group net 
  assets                                                                                                    58,434 
                                                                                                   --------------- 
 

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

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

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

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

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

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

Geographical analysis

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

 
 
                               Unaudited 
                          6 months ended 
                            30 June 2021 
                                                 Unaudited 
                                            6 months ended 
                                              30 June 2020 
                                  $'000s            $'000s 
 United Kingdom                   12,339             3,253 
 Europe (excluding 
  UK)                             68,721             6,726 
 North America                    40,968             3,617 
 South America                       169               278 
 Asia                              2,369             1,939 
 Australia                         1,180               914 
                                 125,746            16,727 
                       =================  ================ 
 
 
 
   5.      EARNINGS PER SHARE 

Basic Earnings per Share ("EPS") is calculated by dividing the profit for the year 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 weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares, to the extent that the inclusion of such shares is not anti-dilutive. During the periods ended 30 June 2021 and 30 June 2020 the Group made a loss; therefore, diluted EPS is not applicable as the impact of potential ordinary shares is anti-dilutive. Basic earnings per share is therefore $(0.03) (30 June 2020: $(0.12)), with diluted earnings per share $(0.03) (30 June 2020: $(0.12)). The following table reflects the income and share data used in the basic and diluted EPS calculations:

 
                                            30 June            30 June 
                                               2021               2020 
 SHARES 
                                              $'000              $'000 
 (Loss)/Profit attributable 
  to the 
 equity holders of the parent 
  for basic earnings                        (3,163)            (7,489) 
                                  -----------------  ----------------- 
 
                                             Number             Number 
                                          of shares          of shares 
 Weighted average number 
  of 
 shares for basic EPS                   101,290,898         61,384,358 
 Effect of dilution from: 
 Share options                            4,211,782          4,423,633 
 Weighted average number 
  of shares 
 adjusted for the effect 
  of dilution                           105,502,680         65,807,991 
                                  -----------------  ----------------- 
 
 
   6.     TRADE AND OTHER RECEIVABLES 
 
 
                             Unaudited              Unaudited               As at 
                               As at                    As at         31 December 
                           30 June 2021          30 June 2020                2020 
                                    $'000               $'000               $'000 
 Trade receivables                 27,000               6,707              25,149 
 Prepayments                        3,552                 959               6,419 
 Other receivables                  3,946               1,068               4,080 
                                           ------------------ 
 
                                   34,498               8,731              35,648 
                       ==================  ==================  ================== 
 
   7.    TRADE AND OTHER PAYABLES 
 
                            Unaudited   Unaudited          As at 
                                                     31 December 
                                                            2020 
                                As at       As at 
                              30 June     30 June 
                                 2021        2020 
                                $'000       $'000          $'000 
 Trade payables                19,678       2,857         22,404 
 Amounts owed to related 
  parties                         147         201            169 
 Other payables                   614         277          1,435 
 Social security and 
  other taxes                   6,380         100          5,422 
 Royalties & provisions         2,453         690          5,911 
 Accruals                       9,270       1,486          7,554 
 
                               38,542       5,611         42,895 
                           ==========  ==========  ============= 
 
   8.    NET DEBT 
 
                                Unaudited       Unaudited          As at 
                                                             31 December 
                                                                    2020 
                                    As at           As at 
                                  30 June         30 June 
                                     2021            2020 
                                    $'000           $'000          $'000 
 Cash and cash equivalents         37,718          28,589         32,672 
 Interest bearing borrowings 
  excl. leasing                  (54,630)        (17,182)       (56,947) 
 Bank overdrafts                        -               -        (2,642) 
 Invoice discounting                    -            (47)              - 
                               ----------  --------------  ------------- 
 Net debt excluding leasing      (16,912)          11,360       (26,917) 
                               ----------  --------------  ------------- 
 
 Lease liability                 (18,752)           (818)       (20,274) 
 Net debt including 
  leasing                        (35,664)          10,542       (47,191) 
                               ==========      ==========  ============= 
 
 
 
 
 
   9.    NON-UNDERLYING COSTS 

Non-underlying costs in the period relate to the accounting of the acquisition of Eschenbach. Prior period non-underlying costs relate to redundancy costs of Algha Group Limited employees, with the site ceasing trading during the period as part of a planned movement of production to Italy.

   10.    SHARE-BASED PAYMENTS 

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

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

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

 
Grant date    Expected life  Exercise price  Number of share 
                    of         per option        options 
                 options            $ 
 
 
11 October 2019     1-3 years  1.27    824,197 
27 February 
 2020               3-5 years  2.52  1,923,110 
22 December 
 2020               3-5 years  2.87  1,460,000 
21 June 2021        3-5 years  4.86     90,000 
 

The exercise price under each option agreement is denominated in GBP, with the USD balance shown above converted at the rate the option was issued.

   11.    POST BALANCE SHEET EVENTS 

Since the end of the interim period on 30 June 2021 there were no material events that the directors consider material to the users of these interim statements.

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END

IR SSDFLWEFSESU

(END) Dow Jones Newswires

September 08, 2021 02:00 ET (06:00 GMT)

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