For Immediate Release
|
29 February
2024
|
CVS Group plc
("CVS", the "Company" or the "Group")
Interim results for the six
months ended 31 December 2023
Continued delivery on growth
strategy, trading in line with full year
expectations
CVS, the UK listed veterinary
group and one of the leading providers of veterinary services, is
pleased to announce its unaudited interim results for the six-month
period ended 31 December 2023 ("H1 2024") and provide an update on
year-to-date trading. Comparative data is provided for the six
months ended 31 December 2022 ("H1 2023"), unless otherwise
stated.
Financial Highlights
£m except where stated
|
H1 2024
(unaudited)
|
H1 2023
(unaudited)
|
Change
%6
|
FY 2023
(audited)
|
Revenue
|
329.9
|
296.3
|
11.4%
|
608.3
|
Group Like-for-like ("LFL") sales growth
(%)1
|
6.0%
|
7.5%
|
(1.5ppts)
|
7.3%
|
|
|
|
|
|
Adjusted
EBITDA2
Adjusted EBITDA2 margin (%)
|
63.0
|
57.8
|
8.9%
|
121.4
|
Adjusted EBITDA2 margin (%)
|
19.1%
|
19.5%
|
(0.4ppts)
|
20.0%
|
Adjusted profit before
tax3
|
42.7
|
41.1
|
3.9%
|
85.4
|
|
|
|
|
|
Adjusted earnings per
share4 ("EPS") (p)
|
44.5
|
45.6
|
(2.4%)
|
96.0
|
|
|
|
|
|
Operating profit
|
28.6
|
31.5
|
(9.2%)
|
62.3
|
Profit before tax
|
23.4
|
28.0
|
(16.4%)
|
53.9
|
Basic earnings per share
(p)
|
20.4
|
29.6
|
(31.1%)
|
58.8
|
|
|
|
|
|
Net bank
borrowings5
|
129.2
|
57.6
|
124.3%
|
74.0
|
Notes
1
Like-for-like sales shows revenue generated from like-for-like
operations compared to the prior year, adjusted for the number of
working days. For example, for a practice acquired in September
2022, revenue is included from September 2023 in the like-for-like
calculations.
2 Adjusted
EBITDA (Earnings Before Interest, Tax, Depreciation and
Amortisation) is profit before tax adjusted for interest (net
finance expense), depreciation, amortisation, costs relating to
business combinations, and exceptional items. Adjusted EBITDA
provides information on the Group's underlying performance and this
measure is aligned to our strategy and KPIs. Alternative
performance measures are described in note 2.
3 Adjusted profit
before tax is calculated as profit before amortisation, taxation,
costs relating to business combinations, and exceptional items.
Alternative performance measures are described in note
2.
4
Adjusted earnings per share is calculated as adjusted profit before
tax less applicable taxation, divided by the weighted average
number of Ordinary shares in issue in the period. Alternative
performance measures are described in note 2.
5
Net bank borrowings is drawn bank debt less cash and cash
equivalents.
6
Percentage increases and decreases are calculated based on the
underlying values throughout this document.
7
Leverage on a bank test basis is drawn bank debt less cash and cash
equivalents, divided by adjusted EBITDA annualised for the effect
of acquisitions, including acquisition fees and excluding share
option costs, prior to the adoption of IFRS 16.
8 Operating cash
conversion is cash generated from operations excluding acquisition
fees and contingent consideration payments but
including repayment of right-of-use
liabilities and maintenance capital expenditure divided by adjusted
EBITDA.
Financial Highlights
·
Revenue increased 11.4% to £329.9m with
like-for-like sales1 growth of 6.0%, within the Group's
organic revenue growth ambition of between 4% and 8%
·
Increase in Adjusted EBITDA2 of 8.9%
to £63.0m with Adjusted EBITDA2 margin at 19.1%, in line
with our stated ambition of full year margins between 19% and
23%
·
Membership of our preventative healthcare scheme,
The Healthy Pet Club (HPC), has increased to 500,000, up 4.0% vs.
31 December 2022 (+2.2% vs. 30 June 2023) reflecting continued
underlying demand for companion pet veterinary care services in the
UK
·
Leverage7 was
1.15x as at 31 December 2023 (31 December 2022: 0.60x; 30
June 2023: 0.73x) reflecting the Group's continued focus on driving
growth through our M&A and capital investment strategy partly
offset by strong EBITDA growth and operating cash
conversion
·
Bank facilities renewed in January 2024 to extend
the term by one further year to 21 February 2028 on the same terms
and £100m hedged in an interest rate swap over the same
period
Operational & Strategic Highlights
·
Focus on growth
through execution of M&A strategy
Australia
o Entry into Australian veterinary services market with
thirteen small animal acquisitions consisting of fifteen practice
sites completed in H1 2024 for
aggregate initial consideration
of A$103.8m / £54.4m
o Strong pipeline of further acquisition opportunities with a
continued focus on major cities such as
Sydney, Melbourne, Brisbane, and Perth
o Local senior management team in place with senior Operations
Director seconded from the UK, with appropriate governance through
UK support functions
UK
o Completed a further four small animal practice acquisitions
in H1 2024, all following successful submission of briefing papers
to the Competition and Markets Authority (CMA)
·
Focus on capital
expenditure to deliver high quality
infrastructure
o Continued disciplined approach to investment in our
facilities and equipment, with total capital
expenditure of £17.2m (H1 2023: £19.9m, FY 2023: £45.7m)
o A
further four projects completed in H1 2024, with one further
Greenfield small animal practice opened in Derby in January
2024
o Bristol Vet Specialists (BVS), a state-of-the art flagship
multi-disciplinary referral hospital, opened in October 2023
providing a range of services including cardiology, dermatology,
diagnostic imaging, internal medicine, neurology/neurosurgery,
oncology, orthopaedics, soft tissue surgery and anaesthesia &
analgesia
·
Improved
standards of veterinary care
o New Clinical Governance Framework launched by CVS, driving
increased standards of care in the profession: first dedicated
veterinary clinical governance framework for those involved in
animal healthcare in the UK
o 8.4% more vets employed on average in calendar year 2023 vs
2022 as we continue to position CVS as the employer of
choice
Current trading and outlook: confident of continued growth
and delivery of our strategic goals
· We
are mindful of the wider macroeconomic backdrop and the potential
impact on demand as well as ongoing inflationary pressures on
margins over the near term. However, the Board remains
confident that full year results will be in line with market
expectations and the strategy remains appropriate to deliver longer
term sustainable growth in value
· The
board is pleased with the Group's entry into Australia with the
practices acquired performing in line with business cases. We
have a strong pipeline of opportunities and are building a
meaningful platform
· Investment in our people, technology and clinical facilities
remains a key focus in order to support further organic
growth
· Our
focus on profitable expansion through acquisition in the UK and
Australia will continue, with at least ten further acquisitions in
Australia expected in H2 2024. We look forward to welcoming new
colleagues to CVS through small animal practice acquisitions in H2
2024
· Positive momentum towards our stated five-year plan to double
Adjusted EBITDA
· We
continue to support the Competition and Markets Authority (CMA)
with their market review into the provision of veterinary services
for household pets in the UK. The Group looks forward to an
update from the CMA in due course.
Richard Fairman, Chief Executive Officer,
commented:
"Our interim results reflect the
continued resilience of our business despite the challenging
macroeconomic backdrop affecting household incomes and inflationary
pressures seen across UK and Europe.
We continue to execute on the
growth strategy outlined at our Capital Markets Day in November
2022 and during the period entered the Australian veterinary market
with thirteen practices acquired alongside a further four
acquisitions in the UK. We extended our bank facilities in January
2024 so that, alongside our cash generative business model, we have
committed funds in place for the next four years to help fund our
investment plans.
Our purpose is to give the best
possible care to animals and our highly skilled team of colleagues
are essential to the delivery of this care. I would like to
take this opportunity to thank all CVS colleagues for their
continued professionalism and dedication in providing high-quality
care to our clients and their animals.
With the continued commitment of
our colleagues and our focused investment in their welfare and
their working conditions, we look forward to reporting further
growth in the future."
Results webcast
An audio webcast and presentation of
these results will be available on
https://stream.brrmedia.co.uk/broadcast/65c62a8da4115474d64b3987
from 07.00am on
29 February 2024. Management will host a Q&A conference call for analysts
and investors at 09.00am GMT this morning. To join the call in
listen-only mode, please click on the following link
https://stream.brrmedia.co.uk/broadcast/65b8e5fc6371e5b884f62627.
Those wishing to participate in the Q&A session should
email CVSG@camarco.co.uk
for call details.
Contacts:
CVS Group
plc
via Camarco
Richard Fairman, CEO
Ben Jacklin, Deputy CEO
Robin Alfonso, CFO
Peel Hunt LLP (Nominated Adviser &
Broker)
+44 (0)20 7418 8900
Adrian Trimmings / Michael Burke /
Andrew Clarke / Lalit Bose
Berenberg (Joint
Broker)
+44 (0)20 3207 7800
Toby Flaux / Ben Wright / James
Thompson / Milo Bonser
Camarco (Financial
PR)
Ginny
Pulbrook
+44 (0)7961 315
138
Geoffrey
Pelham-Lane
+44 (0)7733 124
226
About CVS Group plc (www.cvsukltd.co.uk)
CVS Group is an AIM-listed
provider of veterinary services with operations in the UK,
Australia, the Netherlands and the Republic of Ireland. CVS
is focused on providing high-quality clinical services to its
clients and their animals, with outstanding and dedicated clinical
teams and support colleagues at the core of its
strategy.
The Group operates c.500
veterinary practices across its four territories, including nine
specialist referral hospitals and 39 dedicated out-of-hours sites.
Alongside the core Veterinary Practices division, CVS operates
Laboratories (providing diagnostic services to CVS and
third-parties), Crematoria (providing pet cremation and clinical
waste disposal for CVS and third-party practices) and the Group's
online retail business ("Animed Direct").
The Group employs c.9,100
personnel, including c.2,400 veterinary surgeons and c.3,400
nurses.
Introduction
The Board is pleased to report
that the Group has delivered further growth in both revenue and
adjusted EBITDA, as it continues to focus on providing high-quality
care to its patients. This focus has delivered like-for-like sales1 growth in H1 2024 of
6.0%, and Adjusted EBITDA margin of
19.1% which, whilst impacted by ongoing
inflationary pressures on costs, remains within our stated ambition
to maintain margins between 19% and 23%.
We are pleased with our continued
growth, with our H1 2024 results demonstrating positive momentum
towards our stated five-year plan to double Adjusted EBITDA by
focusing on:
· Organic revenue growth of 4% - 8% per annum;
· Adjusted EBITDA margin between 19% to 23%;
· Investment in practice facilities and technology to deliver
additional organic growth;
· Investment in selective acquisitions subject to disciplined
criteria for returns and earnings accretion;
· Operating cash conversion greater than 70%; and
· Maintaining leverage (net debt to EBITDA ratio) below
2.0x.
CMA
We continue to support the
Competition and Markets Authority (CMA) with their market review
into the provision of veterinary services for household pets in the
UK. The Group looks forward to an update from the CMA in due
course.
M&A: delivering against our plan, with entry into
Australia and building a sustainable platform
Australian Market Entry
In July 2023 CVS entered the
Australian veterinary services market in accordance with its growth
objectives, as outlined in the five-year plan, to execute on
scalable international consolidation opportunities subject to
maintaining its disciplined acquisition criteria.
CVS completed a total of thirteen
small animal first opinion acquisitions in Australia (comprising 15
practice sites) in H1 2024 for aggregate initial
consideration, inclusive of cash acquired,
of A$103.8m / £54.4m with representation in the
major cities of Sydney, Melbourne, Brisbane, and Perth. The combined historical multiples paid are lower than those
in the UK and the internal rate of return within the relevant
acquisition business cases is comfortably above our hurdle rate of
10%. The acquisitions made to date are performing well and in line
with expectations. These acquisitions, together with our
strong pipeline, provide a meaningful platform for our operations
in Australia.
Our focus is on acquiring
high-quality small animal practices with good facilities and strong
practice management teams. Our local senior management team
work closely with the practice management teams in supporting the
growth of their practices and in generating value from our
Australia presence. We have appropriate governance through
our support functions in the UK. Whilst acquisition multiples
in Australia are lower than in the UK, practice margins are
similar. However, the internal rate of return is expected to
be similar to the UK as synergies have not been included initially,
and the rate of corporation tax is higher at 30% in Australia.
The Group expects to benefit increasingly over time from
additional advantages of scale as it further expands in Australia,
including improved drug purchasing terms, revenue growth and margin
enhancement with a focus on high-quality clinical care and
developing a market leading employee experience.
Australia market trends
The Australian veterinary services
market has relatively low levels of consolidation with two major
established competitors, VetPartners and Greencross, collectively
owning c.11% of the market. With c.3,500 practices across
Australia, there is a significant potential opportunity for CVS.
The Australian market has similar characteristics to the UK with an
increasing pet population post the COVID-19 pandemic, humanisation
of pets and consumers willing to invest in veterinary care for
their animals. There is a history of UK and Australian vets
spending time working in the two markets and the approach to
clinical care is similar. CVS's purpose, to give the best possible
care to animals, and its vision, to be the veterinary company
people most want to work for, fit well with the Australian market
and we are excited by the opportunity. Our expansion into Australia
will also provide career progression opportunities for UK vets and
nurses who may wish to gain experience in Australia and a formal
exchange programme is soon to be launched, to attract and retain
colleagues within the wider CVS Group.
Continued UK pipeline of acquisitions
CVS continues to augment its UK
operations with targeted acquisitions with a further four
acquisitions completed in the first half comprising four practice
sites, for aggregate initial consideration, inclusive of cash
acquired, of £10.1m. The acquisitions were completed following
the submission of briefing papers to the CMA. These acquisitions are performing in line with
expectations.
The Group anticipates to complete
a number of additional first-opinion practice acquisitions in H2
2024 subject to appropriate appraisal and due diligence.
Our leverage remains significantly below 2.0x,
and there continues to be considerable headroom in our undrawn loan
facility.
Driving clinical standards in the profession and delivering
great clinical care
Clinical Governance Framework
In November 2023, CVS launched a
new Clinical Governance Framework, a system through which CVS will
hold itself accountable for improving the quality of its services
and cultivating a culture in which clinical care will continue to
improve. Unlike previous veterinary approaches to clinical
governance this framework focuses on creating the environment in
which high standards of care can thrive.
It represents the first dedicated
veterinary Clinical Governance Framework for those involved in
animal healthcare in the UK. Similar frameworks have been adopted
by the NHS and others in human healthcare, but a different approach
has been required for the veterinary profession.
The components of the CVS Clinical
Governance Framework are:
· A
definition of what is meant by the term "Quality of Care" within
animal healthcare in a way that can be individualised to every
situation;
· A
description of the six pillars that represent the organisation's
clinical priorities namely:
1.
Clinical Effectiveness;
2.
Research and Development;
3. Ethical
Integrity and Sustainability;
4.
Information Sharing and Collaboration;
5.
Education and Training; and
6. Quality
Improvement and Patient Safety.
· Five
values central to a culture of clinical improvement that CVS
colleagues will aspire to namely: a just culture, accountability;
inclusive leadership; teamwork; and systems thinking.
Paul Higgs, Chief Veterinary
Officer at CVS, said: "We
hope that this framework is useful for everybody in our profession.
Understanding the real benefits of a fantastic Clinical Governance
Framework and the psychological safety culture that must underpin
it can have a hugely positive impact on the wellbeing of our
profession, our clients and our patients. It provides a safe way
for us to understand our current working practices and identify
change where needed.
Defining 'Quality of Care' is essential for us to understand
what we are trying to achieve with that change. To cultivate the
right environment we must also commit to behaviours that engage
inclusively, challenge fairly and encourage sustainable
accountability."
The Clinical Governance Framework
will act as a guiding light to our clinicians as they give the best
possible care to animals. Within three months of launching our
framework, we have trained 164 Clinical Improvement advocates
across small animal, farm and equine.
Investing in great
facilities and equipment
As part of the Group's commitment
to provide great clinical care, CVS continually reviews its
facilities and equipment to ensure they meet the high standards our
care requires. In H1 2024 we invested £17.2m in capital projects,
completing four refurbishments
and relocations. Where appropriate these
refurbishments and relocations include advanced imaging equipment,
enhancing the clinical offering and therefore patient
care.
Alongside
investment in improving and developing our existing practices, we
opened a further greenfield site in Derby in January 2024.
Greenfield practices support clinicians looking
to establish new veterinary practices and hospitals in
state-of-the-art facilities.
Our flagship multi-disciplinary
referral centre, Bristol Vet Specialists, opened in October 2023 in
Avonmouth. The new hospital, which covers over 30,000 square feet,
was custom built with uniquely designed facilities for our clinical
colleagues to accommodate the very best workflow and patient care.
The facilities include:
· fourteen consultation rooms, set up to facilitate engagement
with the patient and their owners;
· designated accident and emergency;
· five
operating theatres including a dedicated interventional
theatre;
· advanced imaging; and
· a
linear accelerator capable of performing stereotactic treatments
advancing cancer treatment available to pets.
Delphine Holopherne-Doran,
Clinical Director at BVS, said: "we are proud to open our new veterinary
hospital in Bristol. Our advanced facilities and eminent colleagues
will mean we can provide the best animal care to pets in the
Southwest and further afield, and we have invested in cutting edge
technology to bring cancer treatment in pets to the next level.
This site will become a centre of excellence in the veterinary
world."
People: Our vision is to be the veterinary company people
most want to work for
Our people remain at the core of
our business, and we are pleased to see continued high levels of
employee satisfaction, measured through our employee net promoter
score stabilising at 11.9 at 31 December 2023. A simple but
effective way we engage with our colleagues is through regular
check ins, of which 87% of our colleagues report they have these
regularly with their line managers; and interactive team meetings,
of which 86% of our colleagues have regular interactive team
meetings. We fundamentally believe these regular team touch points
contribute to colleague satisfaction by creating an opportunity for
feedback, development and also an opportunity to talk about
wellbeing.
We continue to recruit more
clinicians, and we now employ more vets and nurses than ever
before. We have seen an increase in the average number of vets we
employed in calendar year 2023 vs calendar year 2022 of 8.4% and
nurses of 8.5%. Our well-understood, people focused strategy is
delivering positive momentum in CVS becoming the veterinary company
people most want to work for.
New Graduate Programme
Our industry leading New Graduate
Programme continues to attract an increased share of the available
new graduates to CVS each year with just over 200 graduates
employed from the summer 2023 graduate pool. A strategic
focus over the last year has been on new graduate induction,
adopting a collaborative approach with practices and key
stakeholders to deliver a structured and supported onboarding
experience for our new graduates to help ease their transition into
the profession. Graduates work closely with a dedicated mentor in
practice who has undergone additional in-house training, and they
are encouraged to develop their peer support networks via the
introduction of regional tutor groups. By constantly monitoring and
improving the experience of new graduates within CVS, we are better
able to retain this talent within the business and deliver on our
commitment to provide a great place to work and have a
career.
Rob Kelly, Head of Veterinary
Clinical Education at CVS, said "With 80% plus of UK veterinary professionals
working in general practice, the aim of the programme is to develop
new members of our profession to benefit their career, colleagues,
and animals under their care. Our new graduate programme is
designed to enable individuals to continually reflect on their own
competencies in a supported learning environment to develop as
capable clinicians."
New veterinary nursing career pathway
We launched a new nursing career
pathway in H1 to offer clear career progression for nurses across
small animal first opinion, referral and equine practices. At each
level of the pathway there is a tailored learning curriculum from
newly qualified advancing into three clinical activity levels
reflecting the direction of the nurse's careers and areas of
interest. Beyond that, we have also introduced 3 new job titles
clinical lead where you would be responsible for managing a
clinical area of the practice, team lead where you are responsible
for managing a subset of the nursing team, and nurse manager where
you would be responsible for leading a large multi-tiered or multi
practice team.
Tara Ryan, Chief Veterinary
Nursing Officer at CVS, said: "There are so many good reasons to provide
structure and clarity around nursing careers. The nursing career
pathway will enhance the role of the Veterinary Nurse in our
practices and ensure we are utilising the skills of our nurses. The
pathway will give confidence to vets when delegating to nurses and
it will enable nurses to do more for our clients and patients,
whether that be through advanced clinical care, surgery or
consulting procedures.
Most importantly it will support nurses in taking the
direction in their career that they want to take. There are
multiple different options for nurses to progress within CVS -
whether it be in practice, procurement, client services or
learning, education and development. It means nurses truly can have
a life-long career within CVS."
Apprentice Scheme
In line with our strategy of
building careers for the future, we also continue to grow our
apprentice programme, supporting nearly 500 active apprentices
across the business. Such is the strength of this programme
we were winners of the Apprenticeship Employer of the Year Award in
the East of England, for the macro employer category (over 5,000
employees). As such, we reached the national finals being the
only veterinary and animal care employer represented.
Care at our Heart: embedding our Environmental, Social and
Governance (ESG) strategy
We published our second annual
sustainability report in September 2023 highlighting the progress
we have made as well as setting our first public targets, included
in the report, within our six workstreams: Energy and Carbon,
Waste, One Health, Wellbeing, People Development, and Equity,
Diversity and Inclusion (EDI).
We are targeting clear metrics
which are ambitious and show our intent to become a more
sustainable company.
We continue to support wellbeing
across our business areas, and the continued work of our wellbeing
working group supports over 60% of colleagues reporting we are
providing relevant and helpful wellbeing resources, training,
activities and support.
We continued to invest in a range
of interventions to conserve energy, increase energy efficiency and
reduce our carbon footprint and these have so far led to a 12%
reduction in energy use and an 11% reduction in our carbon
footprint since we started to target these improvements.
We have strengthened our
Environmental Champion programme, and provided additional resources
to practices to help improve waste segregation, thereby reducing
our impact on the environment. This has contributed to a further
reduction in medical waste in excess of 10% in H1 2024 vs H1
2023.
We use a data driven approach to
balance the use of treatments that may have an impact on the
environment and public health whilst maintaining our primary
responsibility for animal welfare. This has led to elimination of
the use of Nitrous Oxide.
In November 2023, we acquired
Brimbank Vet Clinic, the first carbon neutral veterinary practice
in Australia. We are looking forward to working with the team at
Brimbank to learn from their sustainable initiatives and to
consider how these can be applied elsewhere across the
group.
Jeremy Watson, former owner and
Clinical Director at Brimbank Vet clinic said "We achieved our carbon
neutral status in 2021,
where we became Australia's
first certified carbon neutral veterinary practice
on the
Australian Government Climate Active Register.
I know some
people get overwhelmed by where to start, but it is about
understanding why it is important to be addressing climate
change because of its escalating impact on animal
health, and as veterinary teams, animal
health is our responsibility. Management needs to engage
your whole team in a culture of
sustainability so it makes this a
normal part of practice. We designed and
built a
practice that minimised its impact on the
environment,
creating a
place that the team want to work in and clients want to
visit. A sustainability program that includes net zero strategy
has delivered increased team engagement, improved profitability and
better client value."
Financial review: investing to deliver future
growth
CVS delivered a positive
performance in H1 2024, making progress towards its five-year plan
to double adjusted EBITDA (to FY 2028). CVS continues to focus on
delivering the very best care to animals and is pleased with the
continued growth.
In November 2022, CVS announced
its intention of building a sustainable and meaningful business
overseas, and in July 2023 entered the Australia veterinary market.
In H1 2024 we acquired thirteen first-opinion small animal
practices (15 practice sites), with a healthy pipeline of
opportunities.
Revenue
Group revenue was £329.9m in the
period, an increase of 11.4% over the prior period (H1 2023:
£296.3m), with group like-for-like sales1, growth of
6.0% (H1 2023: 7.5%) reflected growth across each of our four
divisions notwithstanding a challenging economic climate and cost
of living crisis.
Gross profit/gross profit margin
Gross profit of £141.1m increased
by 11.4% (H1 2023: £126.7m) benefitting from revenue growth. During
the period there was an improvement in gross margin before clinical
staff costs to 78.1% (H1 2023: 77.5%); offset by an increase in
employment costs where we continue to invest in clinicians and
support roles. As a result, gross profit margin was flat
overall vs H1 2023.
Adjusted EBITDA and adjusted EPS
Adjusted EBITDA for the half-year
increased 8.9% to £63.0m (H1 2023: £57.8m) primarily due to growth
in revenue and gross profit. Included is recognition of £6.0m
Research and Development Tax Credits (H1 2023: £5.0m).
Adjusted EBITDA margin was 19.1%
(H1 2023: 19.5%) impacted by conscious investment in support
functions; inflationary pressures particularly in wages and
establishment costs; the opening of BVS and a new greenfield site;
and poorer performance across the Netherlands and the Republic of
Ireland. BVS will continue to impact margin during the early
months post opening as it establishes itself and builds a full
caseload.
Adjusted earnings per share
decreased 2.4% to 44.5p (H1 2023: 45.6p) following the increase in
the rate of corporation tax in the UK to 25.0% from April
2023.
Operating profit, profit before tax and basic earnings per
share
Operating profit decreased 9.2% to
£28.6m (H1 2023: £31.5m). The increase in adjusted EBITDA was
offset by an increase in depreciation as a result of increased
capex spend and an increase in costs relating to business
combinations.
Profit before tax decreased 16.4%
to £23.4m (H1 2023: £28.0m). Finance expenses increased to £5.2m
(H1 2023: £3.5m) following an increase in SONIA rates and increased
bank borrowings to support investment.
Additionally, tax expense
increased to £8.7m from
£6.9m following the increase in UK corporation tax rate.
Consequently, basic earnings per share for the period decreased to
20.4p (H1 2023: 29.6p).
A reconciliation between statutory
operating profit and adjusted EBITDA is shown below:
|
H1 2024
£m
|
H1 2023
£m
|
Operating profit
|
28.6
|
31.5
|
Adjustments for:
|
|
|
Amortisation, depreciation,
impairment and profit on disposal
|
26.8
|
24.5
|
Costs relating to business
combinations
|
7.5
|
1.8
|
Exceptional items
|
0.1
|
-
|
Adjusted EBITDA
|
63.0
|
57.8
|
Cash generated from operations/net bank
borrowings
Cash generated from operating
activities was £39.4m (H1 2023: £35.0m) with the increase driven
mainly from increased EBITDA. Operating cash conversion8
of 63.7% (H1 2023: 62.1%) is in line with management expectations
and the full year is expected to be in excess of 70%, with the
first half structurally impacted by prior year bonus
payments.
Net bank borrowings increased to
£129.2m (H1 2023: £57.6m, 30 June 2023: £74.0m) after funding
£63.1m of acquisitions (net of cash acquired), along with £17.2m of
capital expenditure. This continued investment reflects the
implementation of our capital allocation programme for future
growth.
Operating segment performance
Veterinary Practices division
Our Veterinary Practices division
comprises c.500
veterinary practices across four markets,
including nine specialist referral hospitals and 39 dedicated
out-of-hours sites, as well as our buying groups, Vet Direct and
MiPet insurance. The Veterinary Practice division generated
revenues of £294.8m in H1 2024, an increase of 11.9% on the £263.4m
achieved in the prior period. Like-for-like sales growth, adjusted
for the number of working days in the period, was 5.9% (H1 2023:
7.3%), demonstrating our continued ability to generate organic
growth.
Gross margin before clinical staff
costs in the Veterinary Practices Division improved to 80.5% (H1
2023: 80.3%).
Adjusted EBITDA for the Veterinary
Practices division increased to £59.7m (H1 2023: £55.4m). Adjusted
EBITDA margin was down slightly at 20.3% (H1 2023: 21.0%),
reflecting increased investment in our people and inflationary
costs increases.
Laboratories division
Our Laboratories division provides
diagnostic services and in-practice laboratory analysers to CVS
practices and third-party owned veterinary practices. Diagnostic
services are offered via post and courier allowing complete
coverage of the UK. Revenue of £16.3m was generated in the period,
reflecting strong growth of 14.4% from the £14.2m generated in H1
2023 due to increased case volume and increased volume of analysers
in practice.
Adjusted EBITDA increased to £5.3m
(H1 2023: £4.4m) primarily due to the increased revenue.
Crematoria division
Our Crematoria division
provides pet cremation and clinical waste
disposal for CVS and third-party practices. Revenue was £6.0m
in the period (H1 2023: £5.3m) reflecting the success of the Direct
Pet Cremation project, offering a more compassionate aftercare
service and increased options for pet owners. Adjusted EBITDA was
£2.1m (H1 2023: £1.6m) primarily due to the increase in top line
revenue.
Online retail business
We have continued to improve our
Online retail business, Animed Direct, with revenue increasing to
£25.0m (H1 2023: £24.5m), benefitting from increased basket spend.
Adjusted EBITDA was flat at £1.7m (H1 2023: £1.7m).
Central administration
Central administration costs were
£5.8m (H1 2023: £5.3m). Expressed as a percentage of Group revenue,
excluding RDEC and associated costs, these costs remained broadly
consistent at 3.6% (H1 2023: 3.5%).
Cash flow and funding position
CVS had borrowings of £161.5m at
31 December 2023 with cash and cash equivalents of £32.3m,
resulting in net bank borrowings of £129.2m (H1 2023: £57.6m). The
Group had leverage (net debt / bank test EBITDA) of 1.15x as of 31
December 2023 (30 June 2023: 0.73x).
The Group has total facilities of
£350.0m committed through to 21 February 2028 and provided by a
syndicate of eight banks: AIB, Barclays, Danske, HSBC, JP Morgan,
Lloyds, NatWest and Virgin Money. The facilities comprise the
following elements:
· a
fixed term loan of £87.5m, repayable on 21 February 2028 via a
single bullet repayment; and
· a
four-year Revolving Credit Facility of £262.5m, available to 21
February 2028; and
· a
£5.0m overdraft facility, renewable annually.
The Group is subject to two
financial covenants associated with these facilities which are
based on the ratios of net debt to EBITDA (no more than 3.25x) and
EBITDA to interest (no lower than 4.5x). EBITDA for this purpose is
based on adjusted EBITDA annualised for the effect of acquisitions,
including acquisition fees and excluding share option costs, prior
to the adoption of IFRS 16. Interest cover was 25.7 at 31
December 2023 (30 June 2023: 34.3).
Dividends
A dividend of 7.5p (December 2022:
7.0p) per share was paid in December 2023 in respect of the
financial year ended 30 June 2023. The Board will continue to
review its dividend policy and anticipates the payment of a final
dividend in respect of the current financial year, which will be
payable in December 2024. In line with our customary practice, the
amount of this dividend will be dependent on the outcome of the
full year results and the growth capital needs of the
business.
Current trading & Outlook
We remain confident of delivering
sustainable long-term growth and delivery of our strategic
goals.
We continue to execute on the
strategy outlined at our Capital Markets Day in November 2022 and
we extended our bank facilities in January 2024 so that we have
committed bank facilities through to February 2028.
We continue to be mindful of the
wider macroeconomic backdrop and the potential impact on demand as
well as continued inflationary pressures on margins over the near
term. However, the Board remains confident that full year
results will be in line with market expectations and the strategy
remains appropriate to deliver longer term sustainable growth in
value.
We will continue our investment in
our people, technology and our clinical facilities in order to
support further organic growth. This will be augmented by
investment in our exciting pipeline of selective acquisitions and
development of exceptional Greenfield sites. In H2 2024 to date, we
have completed a further small animal practice acquisition in the
UK for initial consideration of £5.2m.
The Board would like to
acknowledge and thank all members of the CVS team for their efforts
to provide the very best care for animals, and with their support,
we look forward to sharing continued success in the
future.
Deborah Kemp
Interim Chair
29 February 2024
Condensed consolidated income
statement for the six-month period ended 31 December 2023
(unaudited)
|
Note
|
Six
months ended 31 December 2023 (Unaudited)
£m
|
Six
months ended 31 December 2022 (Unaudited) £m
|
Year
ended 30 June 2023 (Audited) £m
|
Revenue
|
|
329.9
|
296.3
|
608.3
|
Cost of sales
|
|
(188.8)
|
(169.6)
|
(346.0)
|
Gross profit
|
|
141.1
|
126.7
|
262.3
|
Administrative expenses
|
|
(112.5)
|
(95.2)
|
(200.0)
|
Operating profit
|
|
28.6
|
31.5
|
62.3
|
Finance expense
|
5
|
(5.2)
|
(3.5)
|
(8.4)
|
Profit before tax
|
|
23.4
|
28.0
|
53.9
|
Tax expense
|
8
|
(8.7)
|
(6.9)
|
(12.0)
|
Profit for the period
|
|
14.7
|
21.1
|
41.9
|
Profit for the period attributable to:
|
|
|
|
|
Owners of the parent
|
|
14.6
|
21.1
|
41.9
|
Non-controlling
interests
|
|
0.1
|
-
|
-
|
Profit for the period
|
|
14.7
|
21.1
|
41.9
|
Earnings per Ordinary share (EPS)
|
|
|
|
|
Basic
|
6
|
20.4p
|
29.6p
|
58.8p
|
Diluted
|
6
|
20.4p
|
29.4p
|
58.5p
|
All activities derive from
continuing operations.
Reconciliation of alternative performance
measures
The Directors believe that
adjusted measures, being adjusted EBITDA, adjusted PBT and adjusted
EPS provide additional useful information for shareholders. These
measures are used by the Board and management for planning,
internal reporting and setting Director and management
remuneration. In addition, they are used by the investor analyst
community and are aligned to our strategy and KPIs. These measures
are not defined by IFRS and therefore may not be directly
comparable with other companies' adjusted measures.
Adjusted EBITDA is calculated by
reference to profit before tax, adjusted for interest (net finance
expense), depreciation, amortisation, costs relating to business
combinations and exceptional items. The following table provides
the calculation of adjusted EBITDA.
Alternative performance measure: adjusted
EBITDA
|
Note
|
Six months ended 31 December
2023 (Unaudited)
£m
|
Six
months ended 31 December 2022 (Unaudited)
£m
|
Year
ended 30 June 2023 (Audited) £m
|
Profit before tax
|
|
23.4
|
28.0
|
53.9
|
Adjustments for:
|
|
|
|
|
Finance
expense
|
5
|
5.2
|
3.5
|
8.4
|
Amortisation of intangible assets
|
9
|
11.7
|
11.3
|
22.6
|
Depreciation of property, plant and equipment
|
9
|
7.7
|
6.1
|
12.6
|
Depreciation of right-of-use assets
|
10
|
7.5
|
7.1
|
15.2
|
Profit on
disposal of property, plant and equipment and right-of-use
assets
|
|
(0.1)
|
-
|
(0.2)
|
Costs
relating to business combinations1
|
|
7.5
|
1.8
|
6.6
|
Exceptional items2
|
|
0.1
|
-
|
2.3
|
Adjusted EBITDA
|
|
63.0
|
57.8
|
121.4
|
Adjusted earnings per share (EPS):
|
|
|
|
|
Adjusted EPS
|
6
|
44.5p
|
45.6p
|
96.0p
|
Diluted adjusted EPS
|
6
|
44.4p
|
45.2p
|
95.5p
|
1 Includes amounts paid in respect of acquisitions in prior
years expensed to the income statement.
2 Exceptional items in the current and prior year relate to
impairment in respect of the Gilabbey Veterinary.
Condensed consolidated statement
of comprehensive income for the six-month period ended 31 December
2023 (unaudited)
|
Six
months ended 31 December 2023 (Unaudited)
£m
|
Six
months ended 31 December 2022 (Unaudited)£m
|
Year
ended 30 June 2023 (Audited)
£m
|
Profit for the period
|
14.7
|
21.1
|
41.9
|
Other comprehensive income -
items that will or may be reclassified to profit or loss in future
periods
|
|
|
|
Cash flow hedges:
|
|
|
|
Net movement on cash
flow hedge
|
(1.8)
|
0.5
|
(0.2)
|
Cost of hedging
reserve
|
-
|
-
|
-
|
Deferred tax on cash flow hedge
and available-for-sale financial assets
|
0.5
|
(0.1)
|
-
|
Exchange differences on
translation of foreign operations
|
1.6
|
-
|
(0.2)
|
Other comprehensive income /
(expense) for the period, net of tax
|
0.3
|
0.4
|
(0.4)
|
Total comprehensive income for the
period
|
15.0
|
21.5
|
41.5
|
Total comprehensive income for the period
attributable to:
|
|
|
|
Owners of the parent
|
14.9
|
21.5
|
41.5
|
Non-controlling interests
|
0.1
|
-
|
-
|
Total comprehensive income for the
period
|
15.0
|
21.5
|
41.5
|
|
|
|
|
Condensed consolidated statement
of financial position as at 31 December 2023
(unaudited)
|
Note
|
31
December
2023
(Unaudited)
£m
|
31
December
2022
(Unaudited)
£m
|
30 June
2023
(Audited)
£m
|
Non-current assets
|
|
|
|
|
Intangible assets
|
9
|
321.7
|
234.4
|
256.1
|
Property, plant and
equipment
|
9
|
111.3
|
82.7
|
101.5
|
Right-of-use assets
|
10
|
105.7
|
99.4
|
102.9
|
Investments
|
|
-
|
0.1
|
-
|
Derivative financial
instruments
|
|
-
|
2.8
|
-
|
|
|
538.7
|
419.4
|
460.5
|
Current assets
|
|
|
|
|
Inventories
|
|
28.5
|
28.7
|
28.4
|
Trade and other
receivables
|
|
58.2
|
49.4
|
58.1
|
Derivative financial
instruments
|
|
0.3
|
-
|
2.1
|
Current tax receivable
|
8
|
2.8
|
2.8
|
1.7
|
Cash and cash
equivalents
|
|
32.3
|
27.4
|
21.5
|
|
|
122.1
|
108.3
|
111.8
|
Total assets
|
|
660.8
|
527.7
|
572.3
|
Current liabilities
|
|
|
|
|
Trade and other
payables
|
12
|
(91.2)
|
(83.3)
|
(91.1)
|
Provisions
|
13
|
(0.8)
|
(0.9)
|
(0.7)
|
Lease liabilities
|
14
|
(14.0)
|
(9.5)
|
(13.3)
|
|
|
(106.0)
|
(93.7)
|
(105.1)
|
Non-current liabilities
|
|
|
|
|
Borrowings
|
16
|
(158.6)
|
(84.5)
|
(92.2)
|
Lease liabilities
|
14
|
(95.7)
|
(93.4)
|
(93.6)
|
Deferred tax
liabilities
|
|
(34.2)
|
(22.2)
|
(24.8)
|
|
|
(288.5)
|
(200.1)
|
(210.6)
|
Total liabilities
|
|
(394.5)
|
(293.8)
|
(315.7)
|
Net assets
|
|
266.3
|
233.9
|
256.6
|
Condensed consolidated statement
of financial position as at 31 December 2023
(unaudited)
|
31 December
2023
(Unaudited)
£m
|
31
December 2022
(Unaudited)
£m
|
30 June
2023
(Audited)
£m
|
Shareholders' equity
|
|
|
|
|
Share capital
|
|
0.1
|
0.1
|
0.1
|
Share premium
|
|
107.1
|
105.7
|
107.0
|
Capital redemption
reserve
|
|
0.6
|
0.6
|
0.6
|
Treasury reserve
|
|
(0.9)
|
(1.2)
|
-
|
Cash flow hedge reserve
|
|
0.1
|
2.0
|
1.4
|
Merger reserve
|
|
(61.4)
|
(61.4)
|
(61.4)
|
Foreign exchange translation
reserve
|
|
1.4
|
-
|
(0.2)
|
Retained earnings
|
|
219.2
|
188.1
|
209.1
|
|
|
266.2
|
233.9
|
256.6
|
Non-controlling
interest
|
|
0.1
|
-
|
-
|
Total equity
|
|
266.3
|
233.9
|
256.6
|
The interim financial information
above is reproduced from that on pages 11 to 32 of the Group's
Interim Report which was approved by the Board of Directors on 29
February 2024.
Condensed consolidated statement
of cash flows for the six-month period ended 31 December 2023
(unaudited)
Note
|
Six months ended 31 December
2023
(Unaudited)
£m
|
Six
months ended 31 December 2022
(Unaudited)
£m
|
Year
ended 30 June 2023
(Audited)
£m
|
Cash flows from operating activities
|
|
|
|
|
Cash generated from
operations
|
15
|
47.8
|
45.5
|
107.9
|
Taxation paid
|
|
(3.5)
|
(7.2)
|
(14.9)
|
Interest paid
|
|
(4.8)
|
(3.3)
|
(7.2)
|
Exceptional items
|
|
(0.1)
|
-
|
(1.3)
|
Net cash generated from operating
activities
|
|
39.4
|
35.0
|
84.5
|
Cash flows from investing activities
|
|
|
|
|
Business combinations (net of cash
acquired)
|
|
(63.1)
|
(24.4)
|
(54.6)
|
Purchase of property, plant and
equipment
|
9
|
(15.7)
|
(18.0)
|
(42.3)
|
Proceeds from sale of property,
plant and equipment
|
|
0.1
|
0.1
|
0.3
|
Purchase of intangible
assets
|
9
|
(1.5)
|
(1.9)
|
(3.4)
|
Proceeds from sale of other
investments
|
|
-
|
-
|
0.1
|
Net cash used in investing activities
|
|
(80.2)
|
(44.2)
|
(99.9)
|
Cash flows from financing activities
|
|
|
|
|
Dividends paid
|
17
|
(5.4)
|
(5.0)
|
(5.0)
|
Proceeds from issue of Ordinary
shares
|
|
0.1
|
0.3
|
1.6
|
Proceeds from sale of Treasury
shares
|
|
-
|
-
|
0.5
|
Purchase of Treasury
shares
|
|
(0.9)
|
(1.2)
|
(1.2)
|
Repayment of obligation under
right-of-use asset
|
|
(7.9)
|
(6.5)
|
(14.1)
|
Debt issuance costs
|
|
-
|
-
|
(3.6)
|
Repayment of borrowings
|
16
|
(0.3)
|
-
|
(0.8)
|
Increase of borrowings
|
16
|
66.0
|
-
|
10.5
|
Net cash generated from/(used in) financing
activities
|
|
51.6
|
(12.4)
|
(12.1)
|
Net increase/(decrease) in cash and cash
equivalents
|
|
10.8
|
(21.6)
|
(27.5)
|
Cash and cash equivalents at the
beginning of period
|
|
21.5
|
49.0
|
49.0
|
Cash and cash equivalents at end of the
period
|
|
32.3
|
27.4
|
21.5
|
Notes to the interim consolidated
financial information
1.
General information
The principal activity of CVS
Group plc, together with its subsidiaries ("the Group") is to
operate veterinary practices, complementary veterinary diagnostic
businesses, pet crematoria and an online pharmacy and retail
business.
CVS Group plc is a public limited
company incorporated under the Companies Act 2006 and domiciled in
England and Wales and its shares are quoted on the AIM Market of
the London Stock Exchange ("CVSG"). Its company registration number
is 06312831 and registered office is CVS House, Owen Road, Diss,
IP22 4ER.
This interim consolidated
financial information does not constitute statutory accounts within
the meaning of Section 434 of the Companies Act 2006. The statutory
accounts of CVS Group plc in respect of the year ended 30 June 2023
have been delivered to the Registrar of Companies, upon which the
Company's auditors have given a report which was unqualified and
did not contain any statement under Section 498 of the Companies
Act 2006.
Forward looking statements
Certain statements in this interim
report are forward-looking. Although the Group believes that the
expectations reflected in these forward-looking statements are
reasonable, we can give no assurance that these expectations will
prove to have been correct. Because these statements involve risks
and uncertainties, actual results may differ materially from those
expressed or implied by these forward-looking statements. Save as
required by regulation or law, we undertake no obligation to update
any forward-looking statements whether as a result of new
information, future events or otherwise.
2.
Basis of preparation
The interim consolidated financial
information of CVS Group plc is for the six months ended 31
December 2023. It is unaudited and has been prepared in accordance
with the AIM Rules for Companies and with IAS 34, 'Interim
Financial Reporting'. The interim consolidated financial
information should be read in conjunction with the annual financial
statements for the year ended 30 June 2023, which have been
prepared in accordance with international accounting standards and
in conformity with the requirements of the Companies Act
2006.
The interim consolidated financial
information has been prepared on a going concern basis.
Use of alternative performance measures
Adjusted EBITDA (Earnings Before Interest, Tax, Depreciation
and Amortisation), adjusted profit before tax (adjusted PBT) and
adjusted earnings per share (adjusted EPS)
The Directors believe that
adjusted measures, being adjusted EBITDA, adjusted PBT and adjusted
EPS, provide additional useful information for shareholders. These
measures are used by the Board and management for planning,
internal reporting and setting Director and management
remuneration. In addition, they are used by the investor analyst
community and are aligned to our strategy and KPIs. These measures
are not defined by International Financial Reporting Standards
(IFRS) and therefore may not be directly comparable with other
companies' adjusted measures. They are not intended to be a
substitute for, or superior to, IFRS measurements of profit or
earnings per share.
Adjusted EBITDA is calculated by
reference to profit before tax, adjusted for interest (net finance
expense), depreciation, amortisation, costs relating to business
combinations and exceptional items.
Adjusted PBT is calculated as
profit before tax, amortisation, costs relating to business
combinations and exceptional items.
Adjusted EPS is calculated as
adjusted profit before tax, less applicable tax, divided by the
weighted average number of Ordinary shares in issue during the
period.
The following table provides the
calculation of adjusted EBITDA as defined above:
Alternative performance measure: adjusted
EBITDA
|
Note
|
Six months ended 31 December
2023 (Unaudited)
£m
|
Six
months ended 31 December 2022 (Unaudited)
£m
|
Year
ended 30 June 2023 (Audited) £m
|
Profit before tax
|
|
23.4
|
28.0
|
53.9
|
Adjustments for:
|
|
|
|
|
Finance
expense
|
5
|
5.2
|
3.5
|
8.4
|
Amortisation of intangible assets
|
9
|
11.7
|
11.3
|
22.6
|
Depreciation of property, plant and equipment
|
9
|
7.7
|
6.1
|
12.6
|
Depreciation of right-of-use assets
|
10
|
7.5
|
7.1
|
15.2
|
Profit on
disposal of property, plant and equipment and right-of-use
assets
|
|
(0.1)
|
-
|
(0.2)
|
Costs
relating to business combinations1
|
|
7.5
|
1.8
|
6.6
|
Exceptional items2
|
|
0.1
|
-
|
2.3
|
Adjusted EBITDA
|
|
63.0
|
57.8
|
121.4
|
Adjusted earnings per share (EPS):
|
|
|
|
|
Adjusted EPS
|
6
|
44.5p
|
45.6p
|
96.0p
|
Diluted adjusted EPS
|
6
|
44.4p
|
45.2p
|
95.5p
|
1 Includes amounts paid in respect of acquisitions in prior
years expensed to the income statement.
2 Exceptional items in the current and prior year relate to
impairment in respect of the Gilabbey Veterinary practice
closure.
Net debt
Net debt is calculated as bank
borrowings less gross cash and cash equivalents and unamortised
borrowing costs.
|
|
Six months ended 31 December
2023 (Unaudited)
£m
|
Six
months ended 31 December 2022 (Unaudited)
£m
|
Year
ended 30 June 2023 (Audited)
£m
|
Borrowings repayable after more
than one year
|
|
|
|
|
Loan
facility
|
|
161.5
|
85.0
|
95.5
|
Unamortised borrowing
costs
|
|
(2.9)
|
(0.5)
|
(3.3)
|
Total borrowings
|
|
158.6
|
84.5
|
92.2
|
Cash and cash
equivalents
|
|
(32.3)
|
(27.4)
|
(21.5)
|
Net debt
|
|
126.3
|
57.1
|
70.7
|
|
|
|
|
|
|
|
Net bank borrowings
Net bank borrowings is drawn bank
debt less cash and cash equivalents.
Like-for-like sales
Like-for-like sales shows revenue
generated from like-for-like operations compared to the prior year,
adjusted for the number of working days. For example, for a
practice acquired in September 2022, revenue is included from
September 2023 in the like-for-like sales calculation.
3. Summary of significant accounting policies
The accounting policies adopted
are consistent with those set out on pages 116 to 124 of the
consolidated financial statements of CVS Group plc for the year
ended 30 June 2023 (which are available upon request from the
Company's registered office or on the Company's
website).
The policy for recognising and
measuring taxation in the interim period is described in note
8.
Critical accounting estimates and
judgements
The preparation of financial
statements in conformity with IFRS requires management to make
judgements, estimates and assumptions that affect the application
of policies and reported amounts of assets and liabilities, income
and expenses. The significant judgements made by management in
applying the Group's accounting policies, and the key sources of
estimation uncertainty, were the same as those described in the
last annual financial statements.
4. Segment reporting
Segment information is presented
in respect of the Group's business and geographical segments. The
primary format, operating segments, is based on the Group's
management and internal reporting structure and monitored by the
Group's Chief Operating Decision Maker.
Segment results, assets and
liabilities include items directly attributable to a segment as
well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly interest-bearing borrowings and
associated costs, tax-related assets and liabilities, costs
relating to business combinations, and central administration
salary and premises costs.
Revenue comprises £241.2m of fees
and £88.7m of goods (31 December 2022: £214.4m and £81.9m
respectively).
Operating segments
The Group
is split into four operating segments (Veterinary Practices,
Laboratories, Crematoria and Online Retail Business) and a
centralised support function (Central Administration) for business
segment analysis. In identifying these operating segments,
management generally follows the Group's service lines representing
its main products and services.
Each of these operating segments
is managed separately as each segment requires different
specialisms, marketing approaches and resources. Intra-group sales
eliminations are included within the central administration
segment. Central Administration includes costs relating to the
employees, property and other overhead costs associated with the
centralised support function, together with finance costs arising
on the Group's borrowings.
Six-months ended
31 December 2023
|
Veterinary
Practices
£m
|
Laboratories
£m
|
Crematoria
£m
|
Online Retail
Business
£m
|
Central
Administration
£m
|
Group £m
|
|
Revenue
|
294.8
|
16.3
|
6.0
|
25.0
|
(12.2)
|
329.9
|
|
Adjusted EBITDA
|
59.7
|
5.3
|
2.1
|
1.7
|
(5.8)
|
63.0
|
|
Profit/(loss) before
tax
|
33.0
|
4.8
|
1.7
|
1.7
|
(17.8)
|
23.4
|
|
Total assets
|
544.9
|
46.4
|
24.5
|
24.3
|
20.7
|
660.8
|
|
Total liabilities
|
(179.2)
|
(1.5)
|
(1.7)
|
(19.3)
|
(192.8)
|
(394.5)
|
|
Reconciliation of adjusted EBITDA
|
|
|
|
|
|
|
|
Profit/(loss) before
tax
|
33.0
|
4.8
|
1.7
|
1.7
|
(17.8)
|
23.4
|
|
Finance expense
|
2.2
|
-
|
-
|
-
|
3.0
|
5.2
|
|
Depreciation of property, plant
and equipment
|
6.6
|
0.5
|
0.4
|
-
|
0.2
|
7.7
|
|
Depreciation of right-of-use
assets
|
7.2
|
-
|
-
|
-
|
0.3
|
7.5
|
|
Profit on disposal of property,
plant and equipment and right-of-use assets
|
(0.1)
|
-
|
-
|
-
|
-
|
(0.1)
|
|
Amortisation of intangible
assets
|
8.4
|
-
|
-
|
-
|
3.3
|
11.7
|
|
Costs relating to business
combinations
|
2.3
|
-
|
-
|
-
|
5.2
|
7.5
|
|
Exceptional items
|
0.1
|
-
|
-
|
-
|
-
|
0.1
|
|
Adjusted EBITDA
|
59.7
|
5.3
|
2.1
|
1.7
|
(5.8)
|
63.0
|
|
|
|
|
|
|
|
|
|
Six-months ended
31 December 2022
|
Veterinary
Practices
£m
|
Laboratories
£m
|
Crematoria
£m
|
Online Retail
Business
£m
|
Central
Administration
£m
|
Group £m
|
|
Revenue
|
263.4
|
14.2
|
5.3
|
24.5
|
(11.1)
|
296.3
|
|
Adjusted EBITDA
|
55.4
|
4.4
|
1.6
|
1.7
|
(5.3)
|
57.8
|
|
Profit/(loss) before
tax
|
32.5
|
4.0
|
1.4
|
1.6
|
(11.5)
|
28.0
|
|
Total assets
|
436.2
|
39.4
|
21.6
|
27.6
|
2.9
|
527.7
|
|
Total liabilities
|
(166.8)
|
(1.7)
|
(1.6)
|
(17.0)
|
(106.7)
|
(293.8)
|
|
Reconciliation of adjusted EBITDA
|
|
|
|
|
|
|
Profit/(loss) before
tax
|
32.5
|
4.0
|
1.4
|
1.6
|
(11.5)
|
28.0
|
|
Finance expense
|
2.0
|
-
|
-
|
-
|
1.5
|
3.5
|
|
Depreciation of property, plant
and equipment
|
5.4
|
0.4
|
0.2
|
-
|
0.1
|
6.1
|
|
Depreciation of right-of-use
assets
|
6.8
|
-
|
-
|
-
|
0.3
|
7.1
|
|
Amortisation of intangible
assets
|
7.8
|
-
|
-
|
0.1
|
3.4
|
11.3
|
|
Costs relating to business
combinations
|
0.9
|
-
|
-
|
-
|
0.9
|
1.8
|
|
Adjusted EBITDA
|
55.4
|
4.4
|
1.6
|
1.7
|
(5.3)
|
57.8
|
|
|
|
|
|
|
|
|
|
Year ended 30 June 2023
|
Veterinary
Practices
£m
|
Laboratories
£m
|
Crematoria
£m
|
Online Retail
Business
£m
|
Central
Administration
£m
|
Group £m
|
|
Revenue
|
541.6
|
29.3
|
10.9
|
49.1
|
(22.6)
|
608.3
|
|
Adjusted EBITDA
|
116.6
|
9.2
|
3.6
|
3.9
|
(11.9)
|
121.4
|
|
Profit/(loss) before
tax
|
59.7
|
8.2
|
3.1
|
3.8
|
(20.9)
|
53.9
|
|
Total assets
|
471.9
|
44.0
|
23.9
|
19.4
|
13.1
|
572.3
|
|
Total liabilities
|
(171.3)
|
(5.3)
|
(3.2)
|
(15.5)
|
(120.4)
|
(315.7)
|
|
Reconciliation of adjusted EBITDA
|
|
|
|
|
|
|
Profit/(loss) before
tax
|
59.7
|
8.2
|
3.1
|
3.8
|
(20.9)
|
53.9
|
|
Finance expense
|
4.2
|
-
|
-
|
-
|
4.2
|
8.4
|
|
Amortisation of intangible
assets
|
22.5
|
-
|
-
|
0.1
|
-
|
22.6
|
|
Depreciation of property, plant
and equipment
|
10.9
|
0.9
|
0.5
|
-
|
0.3
|
12.6
|
|
Depreciation of right-of-use
assets
|
14.7
|
0.1
|
-
|
-
|
0.4
|
15.2
|
|
Profit on disposal of property,
plant and equipment and right-of-use assets
|
(0.2)
|
-
|
-
|
-
|
-
|
(0.2)
|
|
Costs relating to business
combinations
|
2.5
|
-
|
-
|
-
|
4.1
|
6.6
|
|
Exceptional items
|
2.3
|
-
|
-
|
-
|
-
|
2.3
|
|
Adjusted EBITDA
|
116.6
|
9.2
|
3.6
|
3.9
|
(11.9)
|
121.4
|
|
|
|
|
|
|
|
|
|
|
Geographical segments
The business operates
predominantly in the UK. As at 31 December 2023, it has 15
veterinary practices in Australia, 24 in the Netherlands and 3 in
the Republic of Ireland. It performs a small amount of laboratory
work and teleradiology work for Europe-based clients, and a small
amount of teleradiology work for clients based in the rest of the
world. In accordance with IFRS 8, 'Operating segments', no segment
results are presented for trade with clients in Europe or the rest
of the world as these are not reported separately for management
reporting purposes, and are not considered material for separate
disclosure.
5.
Finance expense
|
|
Six
months ended 31 December 2023
(Unaudited)
£m
|
Six
months ended 31 December 2022
(Unaudited)
£m
|
Year
ended
30
June
2023
(Audited)
£m
|
Interest expense on bank loans and
overdraft
|
|
2.6
|
1.2
|
3.1
|
Interest expense on lease
liabilities
|
|
2.2
|
2.1
|
4.3
|
Amortisation of debt arrangement
fees
|
|
0.4
|
0.2
|
1.0
|
Net finance expense
|
|
5.2
|
3.5
|
8.4
|
6. Earnings per Ordinary share
(a)
Basic
Basic earnings per share is
calculated by dividing the profit after taxation by the weighted
average number of shares in issue during the period.
|
Six
months ended 31 December 2023
(Unaudited)
|
Six
months ended 31 December 2022
(Unaudited)
|
Year
ended
30
June
2023
(Audited)
|
Profit for the period
(£m)
|
14.6
|
21.1
|
41.9
|
Weighted average number of
Ordinary shares in issue
|
71,508,834
|
71,215,385
|
71,272,880
|
Basic earnings per share
(pence)
|
20.4
|
29.6
|
58.8
|
(b)
Diluted
Diluted earnings per share is
calculated by adjusting the weighted average number of Ordinary
shares outstanding to assume conversion of all dilutive potential
Ordinary shares. The Company has potentially dilutive Ordinary
shares, being the contingently issuable shares under the Group's
Long-Term Incentive Plan (LTIP) schemes and Save-As-You-Earn (SAYE)
schemes. For share options, a calculation is undertaken to
determine the number of shares that could have been acquired at
fair value (determined as the average annual market share price of
the Company's shares) based on the monetary value of the
subscription rights attached to outstanding share options. The
number of shares calculated as above is compared with the number of
shares that would have been issued assuming the exercise of the
share options.
|
Six
months ended 31 December 2023
(Unaudited)
|
Six
months ended 31 December 2022
(Unaudited)
|
Year
ended
30
June
2023
(Audited)
|
Profit for the period
(£m)
|
14.6
|
21.1
|
41.9
|
Weighted average number of
Ordinary shares in issue
|
71,508,834
|
71,215,385
|
71,272,880
|
Adjustment for contingently
issuable shares - LTIP schemes
|
113,803
|
277,538
|
173,688
|
Adjustment for contingently
issuable shares - SAYE schemes
|
27,594
|
232,314
|
205,853
|
Weighted average number of
Ordinary shares for diluted earnings per share
|
71,650,231
|
71,725,237
|
71,652,421
|
Diluted earnings per share
(pence)
|
20.4
|
29.4
|
58.5
|
Alternative performance
measure: adjusted earnings per share
|
Six
months ended 31 December 2023
(Unaudited)
£m
|
Six
months ended 31 December 2022
(Unaudited)
£m
|
Year
ended
30
June
2023
(Audited)
£m
|
Profit before tax
|
23.4
|
28.0
|
53.9
|
Adjustments for:
|
|
|
|
Amortisation of
intangible assets
|
11.7
|
11.3
|
22.6
|
Costs relating
to business combinations
|
7.5
|
1.8
|
6.6
|
Exceptional
items
|
0.1
|
-
|
2.3
|
Adjusted profit before tax
|
42.7
|
41.1
|
85.4
|
Tax expense amended for the above
adjustments
|
(10.7)
|
(8.6)
|
(17.0)
|
Adjusted profit after tax
|
32.0
|
32.5
|
68.4
|
Adjusted profit after tax attributable to:
|
|
|
|
Non-controlling
interest
|
0.1
|
-
|
-
|
Adjusted profit
after tax attributable to the parent
|
31.9
|
32.5
|
68.4
|
Weighted average number of
Ordinary shares in issue
|
71,508,834
|
71,215,385
|
71,272,880
|
Weighted average number of
Ordinary shares for diluted earnings per share
|
71,650,231
|
71,725,237
|
71,652,421
|
Adjusted earnings per share
(pence)
|
44.5
|
45.6
|
96.0
|
Diluted adjusted earnings per
share (pence)
|
44.4
|
45.2
|
95.5
|
7. Share-based payments
Long-Term Incentive Plans
The Group operates incentive
schemes for certain senior executives and others, the CVS Group
Long-Term Incentive Plan (LTIP).
Under the LTIP schemes, awards are
made at an effective nil cost. Executive schemes vest over a
three-year performance period conditional upon the Group's adjusted
earnings per share growth and Total Shareholder Return (TSR).
Schemes for others vest over a three-year period but are not
conditional on performance. The LTIP scheme arrangements are a
mixture of equity-settled and cash-settled. Cash-settled LTIP schemes are linked to a number of shares,
the value of which is settled in cash upon
exercise.
The following LTIP schemes were
issued in H1 2024:
|
LTIP 17
|
Issue date
|
29
September 2023
|
Option life
|
3
years
|
Number of shares
|
140,648
|
Share price at grant
date
|
£16.30
|
Exercise price
|
0.2p
|
Settlement
|
Equity-settled
|
During the six months to 31
December 2023, Directors and employees exercised 107,903 share
options (31 December 2022: 115,280) with a weighted average share
price at the date of exercise of £16.17 (31 December 2022: £20.01)
in respect of the LTIP 14 (31 December 2022: LTIP 13)
scheme.
Options are valued using the
Monte-Carlo option pricing model and Black-Scholes option pricing
models. The share-based payment charge for the period in respect of
the options issued under the LTIP schemes amounted to £0.6m (31
December 2022: £0.6m), which has been charged to administrative
expenses. National Insurance contributions amounting to £0.1m (31
December 2022: £0.1m) have been accrued in respect of the LTIP
scheme transactions and are treated as cash-settled
transactions.
Save As You Earn (SAYE)
The Group operates an incentive
scheme for all employees, the CVS Group SAYE plan, an HM Revenue
& Customs-approved scheme. Under the new
SAYE16 scheme, awards were made at a 20.0% discount (SAYE15, SAYE14
and SAYE13 were made at a 20.0% discount and SAYE12 scheme awards
were made at a 10.0% discount) of the closing mid-market price on
date of invitation, vesting over a three-year period. There are no
performance conditions attached to the SAYE
schemes.
SAYE16 was opened for subscription
in November 2023 with 568,989 options granted and a contract start
date of 1 January 2024. The exercise price was £11.46, a 20.0%
discount to the closing mid-market price on the date of
invitation.
Options were valued using the
Black-Scholes option pricing model and the share-based payment
charge for the period in respect of the options issued under the
SAYE schemes amounted to £0.8m (31 December 2022: £0.6m), which has
been charged to administrative expenses.
8. Tax expense
The tax charge for the six months
ended 31 December 2023 is recognised based on management's estimate
of the weighted average annual effective tax rate expected for the
full financial year, adjusted for the tax impact of any discrete
items arising in the period. The estimated average annual tax rate
used for the six months ended 31 December 2023 is 31.8% (31
December 2022: 22.8%).
The reported effective tax rate
for the six months ended 31 December 2023 is 36.8% (31 December
2022: 24.6%). The reported effective tax rate has increased from
the previous period by 12.2ppts. This is predominantly due to an
increase in the standard rate of UK corporation tax rate to 25.0%
from April 2023, effect of profits of Australian subsidiaries being
taxable at the standard rate of corporation tax of 30.0% in
Australia and an increase in expenses not deductible for tax
purposes, mainly in respect of business acquisitions.
9. Intangible assets and property, plant and
equipment
|
Intangible
assets
£m
|
Property, plant and
equipment
£m
|
Six months ended 31 December 2023
|
|
|
Opening net book value at 1 July
2023
|
256.1
|
101.5
|
Foreign currency
translation
|
1.6
|
-
|
Additions
|
1.5
|
15.7
|
Other additions
|
-
|
-
|
Additions arising through business
combinations
|
74.2
|
1.8
|
Disposals
|
-
|
-
|
Amortisation and
depreciation
|
(11.7)
|
(7.7)
|
Closing net book value at 31 December 2023
|
321.7
|
111.3
|
Six months ended 31 December 2022
|
|
|
Opening net book value at 1 July
2022
|
216.5
|
69.7
|
Foreign currency
translation
|
0.5
|
-
|
Additions
|
1.9
|
18.0
|
Other additions
|
0.2
|
-
|
Additions arising through business
combinations
|
26.6
|
1.1
|
Disposals
|
-
|
-
|
Amortisation and
depreciation
|
(11.3)
|
(6.1)
|
Closing net book value at 31 December 2022
|
234.4
|
82.7
|
10. Right-of-use assets
|
|
Right-of-use
assets
|
|
|
£m
|
Six months ended 31 December 2023
|
|
|
At 1 July 2023
|
|
102.9
|
Foreign currency
translation
|
|
-
|
Remeasurement of lease
term
|
|
3.1
|
Additions
|
|
2.0
|
Acquired through business
combinations
|
|
5.8
|
Disposals
|
|
(0.6)
|
Depreciation
|
|
(7.5)
|
Closing net book value at 31 December 2023
|
|
105.7
|
Six months ended 31 December 2022
|
|
|
At 1 July 2022
|
|
101.7
|
Foreign currency
translation
|
|
0.2
|
Remeasurement of lease
term
|
|
0.7
|
Additions
|
|
2.2
|
Acquired through business
combinations
|
|
2.5
|
Disposals
|
|
(0.8)
|
Depreciation
|
|
(7.1)
|
Closing net book value at 31 December 2022
|
|
99.4
|
|
|
|
11. Business Combinations
Details of business combinations
in the six months ended 31 December 2023 are set out below. The
reason for each acquisition was to expand the CVS Group business
through acquisitions aligned to our strategic goals.
Name of
business combination
|
% Share capital
acquired
|
Date of acquisition
|
Country of
incorporation
|
Vetright Pty Ltd t/a McDowall
Veterinary Practice*
|
75%
|
26 July
2023
|
Australia
|
McDowall Veterinary Hospital Pty.
Ltd t/a Warner Vet
|
100%
|
26 July
2023
|
Australia
|
Brunker Road Veterinary Centre Pty
Limited
|
100%
|
17
August 2023
|
Australia
|
Cattle Dog Health Pty Ltd t/a
Happy Pets Family Vet
|
100%
|
23
August 2023
|
Australia
|
North Road Veterinary
Centre
|
Trade
and asset
|
23
August 2023
|
Australia
|
3Tab Holdings Limited and Bridge
Veterinary Practice Limited collectively trading as Bridge
Veterinary Practice
|
100%
|
15
September 2023
|
United
Kingdom
|
Masefield Veterinary Services
Ltd
|
100%
|
18
September 2023
|
United
Kingdom
|
The Liverpool Vets
Limited
|
100%
|
3
October 2023
|
United
Kingdom
|
Northgate Veterinary Surgery and
St Vincents Vets
|
Trade
and asset
|
25
October 2023
|
Australia
|
Parkinson Veterinary
Surgery
|
Trade
and asset
|
25
October 2023
|
Australia
|
Fernside Veterinary Centre
Limited
|
100%
|
9
November 2023
|
United
Kingdom
|
Southside Animal Hospital Pty
Ltd
|
100%
|
10
November 2023
|
Australia
|
Brimbank Veterinary
Clinic
|
Trade
and asset
|
28
November 2023
|
Australia
|
Vet Referral Pty Ltd
t/a 'Red Vets Toowoomba &
'Veterinary Emergency & Referral Toowoomba
|
100%
|
1
December 2023
|
Australia
|
Wattle Grove Vet
|
Trade
and asset
|
12
December 2023
|
Australia
|
Bayside Animal Medical
Centre
|
Trade
and asset
|
14
December 2023
|
Australia
|
Biome Vet Pty Ltd t/a Weston Creek Veterinary Hospital
|
100%
|
15
December 2023
|
Australia
|
Given the nature of the veterinary
practices acquired and the records maintained by such practices, it
is not practicable to disclose the revenue or profit or loss of the
combined entity for the period as though the acquisition date for
all business combinations during the year had been at the beginning
of that period.
The table below summarises the
total assets acquired through business combinations in the six
months ended 31 December 2023:
|
|
Book
value of
acquired
assets
£m
|
Fair
value
adjustments
£m
|
|
Property, plant and
equipment
|
9
|
1.8
|
-
|
1.8
|
Patient data records
|
9
|
-
|
34.4
|
34.4
|
Right-of-use assets
|
10
|
5.8
|
-
|
5.8
|
Inventories
|
|
0.5
|
-
|
0.5
|
Deferred tax liability
|
|
0.1
|
(10.3)
|
(10.2)
|
Trade and other
receivables
|
|
2.0
|
-
|
2.0
|
Trade and other payables
|
|
(2.8)
|
-
|
(2.8)
|
Loans
|
|
(0.3)
|
-
|
(0.3)
|
|
|
|
|
|
Total identifiable assets
|
|
|
|
|
|
|
|
|
|
Total consideration (net of cash
acquired of £1.9m)
|
|
|
|
|
Initial consideration paid (net of
cash acquired of £1.9m)
|
|
|
|
62.6
|
Deferred consideration
payable
|
|
|
|
2.6
|
Contingent consideration
payable
|
|
|
|
-
|
Total consideration (net of cash
acquired of £1.9m)
|
|
|
|
65.2
|
|
|
|
|
|
|
*On 26 July 2023, the Group acquired a 75% interest in
Vetright Ptd Ltd (included above) in Australia for total
consideration of £9.2m. The identifiable net assets at
acquisition were valued at £5.8m, of which 25% will be attributed
to Non-Controlling Interest (NCI). NCI are measured at the
proportionate share of the identifiable net assets at the date of
acquisition. The acquisition comprised net assets (being
principally patient data records) with a fair value of £5.2m,
resulting in goodwill of £5.3m.
The total consideration of £65.2m,
net of the cash acquired, is prior to the agreement of the
completion accounts. The amounts recognised are subject to
adjustment in line with IFRS 3 for up to twelve months from
acquisition, with goodwill being adjusted accordingly. The Group
has also paid £0.5m in settling amounts now agreed by completion
accounts. Adjustments have been recognised in accordance with IFRS
3 and where Goodwill impacted, this is shown within other additions
in note 9.
Goodwill recognised represents the
excess of purchase consideration over the fair value of the
identifiable net assets. Goodwill reflects the synergies arising
from the combination of the businesses; this includes cost
synergies arising from shared support functions and buying power
synergies. Goodwill includes the recognition of an amount equal to
the deferred tax that arises on non-qualifying fixed assets
acquired under a business combination.
Post-acquisition revenue and
post-acquisition adjusted EBITDA were £7.1m and £2.2m
respectively. The post-acquisition period
is from the date of acquisition to 31 December 2023.
Post-acquisition EBITDA represents the direct operating result of
practices from the date of acquisition to 31 December 2023 prior to
the allocation of central overheads, on the basis that it is not
practicable to allocate these.
Goodwill and intangible assets
recognised in the year relating to business combinations are not
expected to be deductible for tax purposes.
Acquisition costs of £4.5m (H1
2023: £0.9m) are included within cost relating to business
combinations in note 4 of the financial statements.
The Directors do not consider any
individual in-year acquisition to be material to the Group and
therefore have not separately disclosed these.
Subsequent to the period end, the
Group has made a further acquisition:
- 100% of the share
capital of Ark Animal Services Limited, a two site companion animal
veterinary practice in Cheshire on 12 February 2024 for initial
consideration of £5.2m.
12. Trade and other payables
|
31
December 2023
(Unaudited) £m
|
31
December 2022
(Unaudited)
£m
|
30
June
2023
(Audited)
£m
|
Trade payables
|
39.7
|
35.7
|
41.5
|
Social security and other
taxes
|
22.7
|
19.9
|
21.8
|
Other payables
|
4.2
|
5.4
|
5.8
|
Deferred
income1
|
2.3
|
2.2
|
2.2
|
Accruals
|
22.3
|
20.1
|
19.8
|
Total
|
91.2
|
83.3
|
91.1
|
1 Deferred income relates to the contract liability relating to
the Healthy Pet Club (HPC) contract.
13. Provisions
|
31
December 2023
(Unaudited) £m
|
31
December 2022
(Unaudited)
£m
|
30 June
2023
(Audited) £m
|
At the beginning of the
period
|
0.7
|
2.1
|
2.1
|
Charged to the income statement
within administration expenses
|
0.1
|
-
|
0.3
|
Utilised in the period
|
-
|
(1.2)
|
(1.7)
|
At the end of the period
|
0.8
|
0.9
|
0.7
|
Provisions relate to costs set
aside for properties including site closures and other property
maintenance obligations. It is anticipated these will be utilised
in the next twelve months.
14. Lease liabilities
|
31
December 2023
(Unaudited) £m
|
31
December 2022
(Unaudited)
£m
|
30
June
2023
(Audited)
£m
|
Current
|
14.0
|
9.5
|
13.3
|
Non-current
|
95.7
|
93.4
|
93.6
|
Total discounted lease liabilities
|
109.7
|
102.9
|
106.9
|
Maturity analysis - contractual undiscounted cash
flows
|
|
|
|
Less than one year
|
18.5
|
13.4
|
17.3
|
Between one and five
years
|
61.7
|
56.1
|
58.3
|
More than five years
|
49.5
|
53.3
|
51.7
|
Total
|
129.7
|
122.8
|
127.3
|
15.
Cash flow generated from operations
|
Six
months ended 31 December 2023
(Unaudited) £m
|
Six
months ended 31 December 2022 (Unaudited) £m
|
Year
ended 30 June
2023
(Audited)
£m
|
Profit for the period
|
14.7
|
21.1
|
41.9
|
Tax expense
|
8.7
|
6.9
|
12.0
|
Finance expense
|
5.2
|
3.5
|
8.4
|
Amortisation of intangible
assets
|
11.7
|
11.3
|
22.6
|
Depreciation of property, plant
and equipment
|
7.7
|
6.1
|
12.6
|
Depreciation and impairment of
right-of-use assets
|
7.5
|
7.1
|
15.2
|
Profit on sale of property, plant
and equipment and right-of-use assets
|
(0.1)
|
-
|
(0.2)
|
Decrease/(increase) in
inventories
|
0.4
|
(2.3)
|
(1.8)
|
Increase in trade and other
receivables
|
(5.5)
|
(1.2)
|
(4.6)
|
Decrease in trade and other
payables
|
(4.1)
|
(7.0)
|
(0.8)
|
Increase/(decrease) in
provisions
|
0.1
|
(1.2)
|
(1.4)
|
Share option expense
|
1.4
|
1.2
|
1.7
|
Exceptional items
|
0.1
|
-
|
2.3
|
Total net cash flow generated from
operations
|
47.8
|
45.5
|
107.9
|
16. Analysis of movement in liabilities from financing
activities
|
At 1
July 2023
£m
|
Cash flow
£m
|
New
leases £m
|
Liabilities on disposed leases
£m
|
Non-cash
movement £m
|
At 31 December
2023
£m
|
Lease liabilities
|
(106.9)
|
10.1
|
(10.9)
|
0.6
|
(2.6)
|
(109.7)
|
Bank loans
|
(92.2)
|
(65.7)
|
-
|
-
|
(0.7)
|
(158.6)
|
Total liabilities from financing activities
|
(199.1)
|
(55.6)
|
(10.9)
|
0.6
|
(3.3)
|
(268.3)
|
|
At 1
July
2022
£m
|
Cash flow
£m
|
New
leases £m
|
Liabilities on disposed leases
£m
|
Non-cash
movement £m
|
At 31
December 2022
£m
|
Lease liabilities
|
(104.5)
|
8.6
|
(5.4)
|
0.8
|
(2.4)
|
(102.9)
|
Bank loans
|
(84.3)
|
-
|
-
|
-
|
(0.2)
|
(84.5)
|
Total liabilities from financing activities
|
(188.8)
|
8.6
|
(5.4)
|
0.8
|
(2.6)
|
(187.4)
|
Non-cash movements on right-of-use
lease liabilities mainly comprise interest. Non-cash movements on
borrowings and bank loans mainly include amortisation of issue
costs on bank loans and bank debt acquired.
17. Dividends
The dividends paid in December
2023, representing the final dividend payable for the year ended 30
June 2023, amounted to £5.4m (7.5 pence per share) (31 December
2022: £5.0m (7.0 pence per share)).
18. Events after the reporting period
On 12 February 2024. The Group
completed the purchase of 100% of the share capital of Ark Animal
Services Limited, a company registered in England and Wales. The
business comprise two companion animal veterinary practice sites in
the UK, aligned with the Group's strategic goals. Initial cash
consideration for this acquisition was £5.2m.
Directors and advisers
Directors
|
D Kemp (Interim Chair)
R Gray (Non-Executive
Director)
D Wilton (Non-Executive
Director)
J Shaw (Non-Executive Director)
(Appointed 1 July 2023)
R Connell (Chairman)
(Resigned 26
October 2023)
R Fairman (Chief Executive
Officer)
B Jacklin (Deputy CEO)
R Alfonso (Chief Financial
Officer)
|
Company Secretary
|
S Morrison
|
Company number
|
06312831
|
Registered office
|
CVS House
Owen Road
Diss
Norfolk
IP22 4ER
|
Independent auditor
|
Deloitte LLP
1 Station Square
Cambridge
CB1 2GA
|
Bankers
|
NatWest Bank Plc
Gentleman's Walk
Norwich
NR2 1NA
HSBC Bank plc
8 Canada Square
London
E14 5HQ
AIB Group (UK) plc
St Helen's
1 Undershaft
London
EC3A 8AB
Barclays Bank plc
1 Churchhill Place
London
E14 5HP
Virgin Money
15th Floor
The Leadenhall Building
122 Leadenhall Street
London
EC3V 4AB
JPMorgan Chase Bank
25 Bank Street
Canary Wharf
London
E14 5JP
Lloyds Bank plc
25 Gresham Street
London
EC2V 7HN
Danske Bank UK
75 King William Street
London
EC4N 7DT
Rabobank
Willemskade 1
8011 AC Zwolle
Netherlands
Commonwealth Bank of
Australia
Commonwealth Bank Place -
South
Level 1
11 Harbours Street
Sydney
New South Wales
Australia
|
Legal advisors
|
Leathes Prior
74 The Close
Norwich
NR1 4DR
DLA Piper UK LLP
Victoria Square House
Victoria Square
Birmingham
B2 4DL
Eversheds Sutherland
115 Colmore Row
Birmingham
B3 3AL
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
|
Nominated advisor and broker
|
Peel Hunt LLP
7th Floor
100 Liverpool Street
London
EC2M 2AT
|
Joint broker
|
Berenberg
60 Threadneedle Street
London
EC2R 8HP
|
Financial Public Relations
|
Camarco
3rd Floor
Cannongate House
62-64 Cannon Street
London
EC4N 6AE
|