29 September 2022

CEPS PLC

("CEPS", "CEPS Group" "Group" or "Company")

HALF-YEARLY REPORT

The Board is pleased to announce its unaudited half-yearly report for the six months ended 30 June 2022.

CHAIRMAN'S STATEMENT

On Thursday 8 September 2022, our much-admired and loved Queen Elizabeth II died suddenly, only two days after receiving the resignation of her Prime Minister, Boris Johnson and inviting Liz Truss to take over his role.  As someone who has lived their entire life under her reign this change, whilst of course inevitable, has led to a period of great reflection by the nation.

As a nation we are in a period of flux and change, including a new Prime Minister and Cabinet.  It is to be hoped and expected that positive changes will be made addressing some long-term but unaddressed issues which will, in time, lead to very positive outcomes.  More of the same, which has done so little for the past 30 years, needed to change.  

Whilst it is too early to comment on our new Prime Minister, after she has had only a few weeks in power, we all need to wish her good luck in her desire to improve our country and would add that I like many of her proposed ideas which she set out in her successful campaign to be chosen as the new Conservative leader and, thus, Prime Minister.  Of course, only time will tell what her performance will be in what is probably the most important and difficult job in the United Kingdom.

It is intriguing to note that the recent much discussed tax changes, apart from the change in top rate tax, merely take things back to where they were only a year ago.  In respect of the top tax rate of 45%, the Labour Government was also quite happy for all but the last few weeks of their 13-year period in office to have a tax rate of 40%.  

The country, both the public and businesses, finally having substantially recovered from the problems caused by the Coronavirus pandemic, have now been thrown into a further period of uncertainty by the problems caused by the Russian invasion of the Ukraine.  Whilst the fact that Russia is one of the world's largest oil and gas producers and the major supplier of Europe's energy has enabled it to weaponise this position to bring pressure on all its opponents who are horrified by its actions.  It is another lesson to our political class that security of the nation's energy and food supplies, even at a cost, is very, very important.  It is to be hoped that greater emphasis will be put on the creation of energy from renewables, and from hydro and wave power, alongside the creation of resilient back up supplies including from nuclear.  Energy produced from fusion still being some way off.    

In this environment caution is our watch word and, thus, our Group will act accordingly.

Review of the period

We are generally pleased with the ongoing progress being made by the CEPS Group and were hoping for a background of steadily improving macroeconomic conditions for the rest of the year and going into 2023. 

However, whilst our companies have continued to make progress the outlook for the future is of course very uncertain.

In common with every other company in the UK, the management teams have been confronted by sharply rising prices of input materials, energy costs, availability of product and a shortage of available labour.

Our management teams are doing a very good job in managing the best they can in the circumstances and will continue to do so.

As readers of my various reports are aware, I have been concerned about the current availability of labour and the likelihood of a significant tightening of the labour supply in the future.  As a Board, we are investigating appointing consultants to review all of the business units and to advise on the introduction of technology to reduce labour input into every operational aspect of the Company.  We do not expect any single improvement to make a massive difference, but do expect to make a large number of small improvements.  We expect this to lead to a reduction in costs, improvement in quality and corporate resilience.

Operational review

Aford Awards

Aford Awards has continued its strong recovery with the acquisitions made last year fully contributing to this result. 

On the 12 April 2022, the Company announced the acquisition, by Aford Awards, of the business and assets of Impact Promotional Merchandise Limited for a total price of £1,008,000 of which £450,000 was deferred over a three-year period.  The integration of this business is now complete and is making a healthy contribution.

Friedman's including Milano International

Friedman's has produced a further strong recovery.  Milano's recovery is taking longer, but it is felt the sponsorship of British Gymnastics will lead to further growth.      

Hickton Group

This is a year of consolidation after the past 18 months of growth by acquisition.  In order to ensure that the company continues to grow in a controlled manner, more operational oversight and, therefore, expense has been put in place.  It is felt, by the Board, that this will be highly beneficial in the future.  There remains significant corporate activity in what is a very dynamic marketplace.   

Vale Brothers

Vale Brothers has been faced with rapidly rising prices on its Far East sourced products and on its component input prices.  Whilst it has increased its own prices, by what in recent historical times would be very large increases, they have in hindsight not been enough.  Further price rises are now in place and the business is being restructured to better position it.     

Financial review

Unsurprisingly, given that the first six months of 2021 were subject to lockdown regulations, sales in each company are up on the previous year at this stage, with total sales of £12,988,000 in H1 2022 against £8,970,000 in H1 2021, an increase of 44.8%.

Aford Awards generated revenue of £1,560,000 for the first six months of 2022 compared to £515,000 for the same period in 2021.  The segmental result, presented as EBITDA, was £410,000 in H1 2022 compared to £164,000 in the same period in the previous year.

Revenue from Friedman's and Milano International was £3,192,000 in H1 2022 compared to £1,857,000 in H1 2021, with a return to more normal trading conditions.  EBITDA also improved from £82,000 in H1 2021 to £227,000 in H1 2022.

Hickton Group's revenue in H1 2022 increased to £8,236,000 from £6,598,000 in the same period of 2021.  As mentioned above, additional costs have been incurred by Hickton Group in 2022.  For this reason EBITDA (after exceptional items) has reduced from £980,000 in the first six months of 2021 to £820,000 in H1 of 2022. 

The operating profit for CEPS increased by 15.0% from £809,000 in H1 2021 to £930,000 in H1 2022.  Included within operating profit are CEPS Group costs which have remained constant at £167,000 for the six months (2021: £164,000).  The majority of other operating income of £240,000 in H1 2021 was derived from the Coronavirus Job Retention Scheme grant and other similar government grants which are no longer available.       

The £59,000 share of associate loss relates to the performance of Vale Brothers and compares to a £25,000 profit in the same period of 2021.  Action is being taken to restructure this business. 

Net finance costs have reduced slightly period-on-period from £357,000 in H1 2021 to £344,000 in H1 2022 and the corporation tax charge of £67,000 (H1 2021: £137,000) is primarily a provisional charge on the profits generated by the Hickton Group and benefits from the ability to use the Company's loss to offset Aford Awards' taxable profits.

Profit for the period was £460,000 compared to £340,000 for the first six months of 2021.  This, together with the increased contribution from Aford Awards, where the CEPS Group holds 75%, has resulted in an improved earnings per share attributable to owners of the parent of 1.07p (H1 2021: 0.73p).  

The Consolidated Statement of Financial Position includes provisional figures for the acquisition by Aford Awards of Impact Promotional Merchandise Limited.  These will be confirmed at the year end, but are not expected to be materially different.

The Group saw an improvement in net cash generated from operating activities between the two periods.  This amounted to £515,000 in H1 2021 and £825,000 in H1 2022.  The equity placing, including conversion of a loan from myself to equity, for 4,000,000 new shares at 40p per share in September 2021 explains the increase in called up share capital and share premium when comparing the periods.  It also explains the improvement in the gearing ratio from 427% at 30 June 2021 to 158% at 30 June 2022 when net debt has remained at roughly the same level.

Dividend

The Board remains keen to recommence the payment of dividends after a very long time of non-payment.  However, a balance sheet reconstruction would be required to allow this to happen and it is the Board's intention for proposals to effect this to be put forward to shareholders next year.        

Prospects

Whilst the macro position is uncertain, the CEPS Group of companies have faced difficult times in the past few years and the management teams are showing determination and resilience to ensure that their companies emerge from the current difficulties in a better place in their markets.

David Horner

Chairman

29 September 2022

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

The directors of the Company accept responsibility for the content of this announcement.

Enquiries

Caution Regarding Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the directors' current beliefs and assumptions and are based on information currently available to the directors.

CEPS PLC

Consolidated Statement of Comprehensive Income

Six months ended 30 June 2022

CEPS PLC

Consolidated Statement of Financial Position

As at 30 June 2022

CEPS PLC

Consolidated Statement of Cash Flows

Six months ended 30 June 2022

CEPS PLC

Consolidated Statement of Changes in Equity

Six months ended 30 June 2022

Notes to the financial information

1.    General information

The Company is a limited liability company incorporated and domiciled in the UK. The address of its registered office is 11 Laura Place, Bath BA2 4BL and the registered number of the company is 00507461.

The Company is quoted on AIM.

This condensed consolidated half-yearly financial information was approved by the directors for issue on 29 September 2022.

This condensed consolidated half-yearly financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006.  Statutory accounts for the year ended 31 December 2021 were approved by the Board of directors on 9 May 2022 and delivered to the Registrar of Companies.  The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

This condensed consolidated half-yearly financial information has not been reviewed or audited.

There is no specific seasonality in relation to the condensed consolidated half-yearly financial information, although the impact of COVID-19 had some effect on H1 2021.

Basis of preparation

This condensed consolidated half-yearly financial information for the six months ended 30 June 2022 has been prepared in accordance with IAS 34, 'Interim Financial Reporting'.  The condensed consolidated half-yearly financial information should be read in conjunction with the annual financial statements for the year ended 31 December 2021, which have been prepared in accordance with international accounting standards as adopted by the UK.

Accounting policies

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 December 2021 and with those to be applied for the year ending 31 December 2022, as described in the 2021 annual financial statements. There are no new standards or interpretations expected to be adopted in 2022 that would have a significant impact on the financial statements.

2.    Acquisitions in the current period

Aford Awards Limited, one of the Company's subsidiaries, acquired the trade and certain assets of the Impact Promotional Merchandise business on 12 April 2022 from Impact Promotional Merchandise Limited. The business supplies trophies, awards and medals together with customised promotional merchandise including mugs and clothing.

The acquisition had the following provisional effect on the Group's assets and liabilities:

The cash outflow at the date of acquisition was £558,000 with deferred consideration of £210,000 payable on 14 March 2023; £60,000 on 30 September 2023; £60,000 on 31 March 2024; £60,000 on 30 September 2024 and £60,000 on 31 March 2025.

3.    Exceptional items

There have been no material exceptional items in the period ended 30 June 2022 (£46,000 of acquisition expenses in the six months ended 30 June 2021).

4.    Right of use assets

£750,000 of the increase in right of use assets and lease liabilities in the period ended 30 June 2022 results from new 10-year property leases entered into by Aford Awards Limited in respect of its existing premises and a degree of new adjoining space required by the growing business which commenced on 1 January 2022.

5.    Segmental analysis

The chief operating decision maker of the Group is its Board.  Each operating segment regularly reports its performance to the Board which, based on those reports, allocates resources to and assesses the performance of those operating segments.

Operating segments and their principal activities are as follows:

-     Aford Awards, a sports trophy and engraving company.

-     Friedman's, a convertor and distributor of specialist lycra, including Milano International (trading as Milano Pro-Sport), a designer and manufacturer of leotards.

-     Hickton Group, comprising Hickton Quality Control, BRCS, Cook Brown Building Control, Cook Brown Energy, Morgan Lambert and Qualitas Compliance, providers of services in the construction industry.

The United Kingdom is the main country of operation from which the Group derives its revenue and operating profit and is the principal location of the assets of the Group.  The Group information provided below, therefore, also represents the geographical segmental analysis. Of the £12,988,000
(2021: £8,970,000) of revenue, £12,115,000 (2021: £8,463,000) is derived from UK customers.

The Board assesses the performance of each operating segment by a measure of adjusted earnings before interest, tax, depreciation and amortisation and Group costs.  Other information provided to the Board is measured in a manner consistent with that in the financial statements.

i)     Results by segment

Unaudited 6 months to 30 June 2022

Unaudited 6 months to 30 June 2021

Audited 12 months to 31 December 2021

ii)     Assets and liabilities by segment

6.    Earnings per share

Basic earnings per share is calculated on the profit after taxation for the period attributable to owners of the Company of £224,000 (2021: £124,000) and on 21,000,000 (2021: 17,000,000) ordinary shares, being the weighted number in issue during the period. 

7.    Net debt and gearing

Gearing ratios at 30 June 2022, 30 June 2021 and 31 December 2021 are as follows:

In order to provide a more meaningful gearing ratio, total borrowings are the sum of bank borrowings and third-party debt, excluding loan notes used to finance the Group's acquisitions.

8.       Pension scheme

Further to the announcement on 13 December 2021 that the Trustees of the Company's defined benefit scheme (the Dinkie Heel plc Retirement Benefits Scheme (the "Scheme")) had entered into a buy-in contract with Aviva, the Scheme is now being formally wound-up with effect from 1 June 2022.

It is expected that the Scheme will have surplus funds once the final balancing premium is paid to Aviva conditional on the Scheme completing a process to verify the detailed amounts payable to members and dependants.  This process should be complete within the next 12 months.  The amount the Trustees expect may be left over is in the order of £700,000 (the "Surplus") although it may be more or less than that.  In accordance with the formal rules of the Scheme, it is the intention of the Trustees to pay the Surplus to CEPS PLC, as the employer for the Scheme, after deducting the required amount of tax, currently expected to be 35% and the net amount receivable would then be £455,000.

Historically, the actuarial surplus on the Scheme has not been recognised in the Company's accounts as the Company does not have an unconditional right to refunds of surpluses arising in the Scheme.  The contingent asset will not be recognised until there is certainty over the final amount and receipt and any payment of the Surplus to CEPS PLC will have a positive impact on the Company's and Group's balance sheet when it is received.

9.       Share capital and premium

10.     Related-party transactions

During the period the Company entered into the following transactions with its subsidiary groups:

The Company is under the control of its shareholders and not any one individual party.

Statement of directors' responsibility

The directors confirm that, to the best of their knowledge, these condensed consolidated half-yearly financial statements have been prepared in accordance with IAS 34 as adopted by the United Kingdom.  The interim management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R, namely:

·           an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and

·           material related-party transactions in the first six months of the financial year and any material changes in the related-party transactions described in the last Annual Report.

A list of current directors is maintained on the CEPS PLC website: www.cepsplc.com