20
May 2024
Likewise Group
plc
("Likewise" or the
"Group")
Audited Final Results for the
year ended 31 December 2023
Business on track for £ 200
million in sales achieving first £1 million order intake
in a single day
Likewise Group plc (AIM:LIKE), the
fast growing UK floor coverings distributor, is pleased to announce
its audited Final Results for the year ended 31 December 2023
("FY23").
Financial Highlights
· Group
Sales increased 12.9% to £139.5 million (FY22: £123.6
million)
· Underlying EBITDA of £7.9 million (FY22: £6.6
million)
· Following
further investment in infrastructure, Underlying Profit Before Tax
of £2.32 million (FY22: £2.56 million)
· Proposed Final
Dividend of 0.25 pence per Ordinary Share, an increase of 25%
(FY22: 0.20 pence). (Assuming shareholders approve the total
dividend relating to FY23 will be 0.35 pence per Ordinary Share,
being an overall increase of 75% compared with
FY22*)
· Completion of All Deferred Consideration Payments of £4.3
million post year end
·
During April 2024 the Group processed
its first £1 million order intake in a single day
· Group Sales to the
end of April 2024 increasing by 8.7% and Sales in Likewise Branded
businesses increasing by 15.3% compared with the prior year
Operational Highlights as at April 2024
· 11
Distribution and Logistics Centres created with total capacity at
c.15 million cubic feet
· 80
Suppliers across key flooring products
· 94
Customer focused Management and Sales Executives
· 139
Delivery trucks providing next day service
· 507
Employees, with a significant majority with long-standing flooring
experience
· 100,000's of point of sale items creating market presence
· Over
5,000 Customers, principally independent flooring retailers and
contractors
Chairman and Chief Executive Statement
Likewise is pleased to announce that
total Revenue has increased by 12.9% to £139.5 million. The Group
has continued to invest during 2023 and also into 2024 to further
strengthen the Sales Resource and Logistics Infrastructure.
Establishing this overall structure to enable the Group to achieve
its medium term objectives inevitably impacts on short term
profitability with Underlying Profit Before Tax for FY23 being
£2.32 million. Whilst the Group will continue to invest,
particularly in Sales Resource, the significant infrastructure
costs are largely complete in this phase of our
development.
The Group has again made significant
progress in 2023, which has continued into the first four months of
2024, with Group Sales to the end of April increasing by 8.7% and
Sales in Likewise Branded businesses increasing by 15.3% compared
with the prior year. The Group continues to trade in line with
current market expectations.
Logistics
Network
The Glasgow Distribution Hub, opened
in the Spring of 2023, is now making a meaningful contribution with
regard to Storage, Picking and Cutting into the Likewise Logistics
Network. Furthermore, Likewise Scotland is progressively increasing
market share in both Residential and Commercial
Flooring.
Likewise North East, which moved
into a new Logistics Centre at the beginning of 2022 is now very
clearly established across all flooring sectors and is well placed
to progress its geographical presence.
Likewise North, based in Leeds, is
particularly active throughout the M62 Corridor and with enhanced
service to North West England through the new Manchester Logistics
Centre. Further investment in sales resource and Point of Sale will
continue to increase their market share in Residential and
Commercial Flooring.
A&A will move into their new
Logistics Centre in June. A&A has made an important
contribution to the Group since being acquired in February 2020 and
the new facility will allow A&A to make its next progression in
both Residential and now Commercial Flooring.
Based in Birmingham, the Likewise
Midlands business has made tremendous progress over the last two
years and is now very much established as a principal distributor
of Residential and Commercial Flooring throughout the
Midlands.
Likewise South is progressively
taking market share of Residential Flooring in the South of England
and will benefit from the expansion of the Floors by Lewis Abbott
Premium Branded Carpet.
Likewise London moved into a new
Logistics Centre in Sidcup during January 2023 providing a much
improved geographical reach and enhanced transportation network. To
further develop Likewise London, investment has been made in 2024
to strengthen the Management and Sales Team.
Similarly from its Distribution
Centre in Sudbury, Likewise South East invested further in its
Management and Sales Team. This allows both businesses to
significantly increase their presence in the important London and
South East Flooring markets and also particularly benefiting from
the Floors by Lewis Abbott product range.
Likewise Wales became operational in
January 2024 from the Newport Distribution Centre and with the
support of the Likewise Network has every opportunity to build a
meaningful business in both Residential and Commercial
Flooring.
Valley Wholesale Carpets ("Valley")
is a very important part of the Group. The profitability and
positive cash flow of Valley has been particularly strong in the
last two years. Valley has extended its geographical reach over the
last year and there are further opportunities to expand from its
key Distribution Centres in Erith, Derby and Newport. Furthermore,
Valley will increase its product portfolio and develop additional
point of sale displays to provide an enlarged offering to their
customers, enabling Valley to have an exciting future whilst
remaining autonomous in the Group structure.
The H&V Carpets, Delta Carpets,
Likewise Rugs and Matting and Floors by Lewis Abbott Premium Brand
have every opportunity to further establish themselves in their
respective products segments to be an increasing part of the
Group's activities.
Dividend
Whilst the Group will continue to
invest, the significant initial phase is now largely complete and
therefore the Board is confident in expanding on the progressive
policy previously announced by proposing a Final Dividend payment
of 0.25 pence per ordinary share (FY22: 0.20 pence per ordinary
share).
This makes the total dividend paid
in the year of 0.35 pence per ordinary share (2022: 0.20* pence per
ordinary share). This is a 75% increase on the FY22 Total Dividend,
an encouraging reflection of the financial performance in 2023. The
final dividend, if approved by shareholders at the AGM, will be
paid on 5 July 2024 to shareholders on the register at the close of
business on 31 May 2024, the ex-dividend date being 30 May
2024.
Shareholders can also take advantage
of the Dividend Reinvestment Plan ("DRIP") by registering their
intentions with the Company's registrar by 14 June 2024.
Outlook
Developing the Group's market
presence is fundamental to achieving its aspirations with the 94
Sales Management and Sales Executives absolutely focused on their
daily visits to independent flooring retailers and contractors to
maximise the various Brands and in store displays.
To support these numerous sales
initiatives, the Logistics Network is now very well established in
both the Likewise Floors and Valley Operations with capacity
created to extend the Group through its medium term
objectives.
The quality of the infrastructure
developed over the last three years was clearly demonstrated in
early April when the Group was able to process a record order
intake of over £1 million of Sales in a single day.
With a continued focus on investment
in Sales Resource and Point of Sale combined with the additional
capacity in the Logistics Infrastructure, the Board is confident of
achieving its ambitions in the coming years. Notwithstanding some
cost inflation, Sales progression in the near future will be
delivered at a lower than historic percentage cost resulting in
Operational Gearing and the Return on Sales meeting the aspirations
of the Group.
The quality of the Management and
Sales Teams created by the Group over the last three years is
particularly impressive and in our opinion, the strongest in the UK
Flooring Industry, providing the foundations for the Likewise Group
to reach and then surpass its medium term intentions.
Tony Brewer, Chief Executive of Likewise Group plc,
said:
"The Group has made significant
progress in the last three years. The Board thanks the Management,
Sales Teams and all Staff for their tremendous contribution to
developing the Group and what has been achieved in such a short
time.
Despite challenging market
conditions, 2024 has started positively and we have every
confidence of a successful year and most importantly another major
step towards our medium term objectives.
The Group would also like to thank
all our Suppliers, Customers and Shareholders for their support
over the last few years and look forward to further strengthen
those relationships to our mutual benefit."
*The 2022 interim dividend of 0.20 pence per ordinary share
was the maiden dividend paid by the Group on 8 July 2022. Whilst
this was paid as an interim dividend in 2022, it was in reflection
of the Group's performance in the year ending 31 December 2021 for
which no final dividend was declared. The Capital Reduction at the
beginning of 2022 enabled a payment of a maiden dividend in respect
of the Group's performance in 2021. Therefore, the total dividend
for 2023 of 0.35 pence per ordinary share represents a 75% increase
on the total dividend paid in respect of the performance of the
Group in FY22 of 0.20 pence per ordinary share.
For
further information, please contact:
|
|
Likewise Group plc
Tony Brewer, Chief
Executive
|
Tel: +44 (0) 121 817 2900
|
Zeus (Nominated Adviser and Joint Broker)
Jordan Warburton / David Foreman /
James Edis (Investment Banking)
Dominic King (Corporate
Broking)
|
Tel: +44 (0) 20 3829 5000
|
WH
Ireland (Joint Broker)
Hugh Morgan / Antonio Bossi
(Corporate Finance)
Fraser Marshall / Harry Ansell
(Corporate Broking)
|
Tel: +44 (0) 20 7220 1666
|
Ravenscroft (Joint Broker)
Semelia Hamon (Corporate
Finance)
|
Tel: +44 (0) 1481 732 746
|
Novella Communications (Financial PR)
Claire de Groot / Tim
Robertson
|
Tel: +44 (0) 20 3151 7008
|
CAUTIONARY
STATEMENT
Certain statements included or incorporated by
reference within this announcement may constitute "forward-looking
statements" in respect of the Group's operations, performance,
prospects and/or financial condition. Forward-looking statements
are sometimes, but not always, identified by their use of a date in
the future or such words and words of similar meaning as
"anticipates", "aims", "due", "could", "may", "will", "should",
"expects", "believes", "intends", "plans", "potential", "targets",
"goal" or "estimates". By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions and actual
results or events may differ materially from those expressed or
implied by those statements. Accordingly, no assurance can be given
that any particular expectation will be met and reliance should not
be placed on any forward-looking statement. Additionally,
forward-looking statements regarding past trends or activities
should not be taken as a representation that such trends or
activities will continue in the future. No responsibility or
obligation is accepted to update or revise any forward-looking
statement resulting from new information, future events or
otherwise. Nothing in this announcement should be construed as a
profit forecast. This announcement does not constitute or form part
of any offer or invitation to sell, or any solicitation of any
offer to purchase any shares or other securities in the Group, nor
shall it or any part of it or the fact of its distribution form the
basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it
constitute a recommendation regarding the shares or other
securities of the Group. Past performance cannot be relied upon as
a guide to future performance and persons needing advice should
consult an independent financial adviser. Statements in this
announcement reflect the knowledge and information available at the
time of its preparation.
STRATEGIC
REPORT
Likewise Group plc is a wholesale distributor
of floorcoverings, rugs and matting products and strives to become
one of the UK's largest distributors in this sector. Leveraging the
many years' experience and knowledge of the Board and the
collective Management Team, the Group have rapidly developed a
significant distribution network with 11 operational sites
delivering to customers across the UK. This has been achieved
through accretive acquisitions and more notably through the
establishment of new sites, leveraging the brand and network to
create meaningful businesses within their respective territories.
The Board consider the logistics capabilities created can support
the Group's medium‑term aspirations achieving revenues in excess of
£200m.
The Group's Distribution Hubs in Glasgow, Leeds, Birmingham and
Sudbury, plus Distribution Centres in Manchester, Newcastle,
Newbury and Sidcup in addition to the Valley Network in Erith,
Derby and Newport totaling 15 million cubic feet, will allow the
Group to meet its medium‑term objectives.
The Group will continue to make further investment in organic
growth through sales and marketing initiatives and development in
specific geographic locations. Whilst the Group sees incremental
value in leveraging the Group's brand, acquisition opportunities
will be considered in the future if they are earnings enhancing and
provide the appropriate strategic rationale.
Trading performance
The directors are pleased to report the Group's revenue increased
from £123.6m in 2022 to £139.5m for the year ended December
2023.
Likewise London, and Floors by Lewis Abbott moved into its newly
refurbished Logistics Centre at the beginning of 2023 providing
improved geographical reach, enhanced logistics capability and a
better working environment for the local team. Further investment
has been made in 2024 to further strengthen the Management and
Sales Team.
Likewise South in Newbury established in April 2022 is
progressively taking market share of residential flooring in the
South of England and is benefitting from the development of the
Floors by Lewis Abbott premium branded ranges.
Likewise Midlands has made tremendous progress over the past two
years, and is now a principal distributor of both residential and
commercial flooring throughout the midlands. In addition, with
further investment in cutting capacity, the facility has
strengthened the wider logistics network of benefit to both the
Northern and Southern businesses maximising the Group's ability to
provide a next day service of key benefit to customers.
In line with the strategic plan for A&A, the business appointed
its first contract sales representative in Q4 2023, providing
opportunity to expand its offering in 2024. The business is set to
relocate to its new Logistics Centre in June 2024, enhancing the
wellbeing of employees and enabling the facility to leverage the
wider Likewise network to provide opportunities for growth.
The new Glasgow Distribution Hub, opened in Spring 2023 and now
makes a meaningful contribution to the wider Group creating
additional storage, picking and cutting capacity into the Likewise
logistics network whilst also supporting the growth of the Likewise
Scotland business established in 2019.
Further investment has been made in
establishing a new Likewise Wales facility which became operational
at the beginning of 2024, with the business benefitting from
operating from the shared Valley site in Newport. With the
investment in key personnel, and the support of the wider Likewise
network, 2024 should provide many opportunities to considerably
develop the business.
Likewise North East has developed a significant trade counter
business benefitting from the wider support of both the Leeds and
Scotland Distribution Hubs to allow it to continue to develop its
geographical presence in the region.
Likewise North, operating from the Leeds Distribution Hub continues
to be particularly active in the M62 corridor and now benefits from
the distribution abilities of A&A in the Northwest, gaining
more effective distribution routes for customers, whilst realising
synergies for the Group.
Further investment in the Likewise South East Sales and Management
Team continues to allow the business to expand its geographical
reach with similar investments in London, positioning the Group as
a major distributor in key London and South East markets.
Development of the Group's market presence is fundamental in
delivering the medium‑term objectives of the Group and with input
from the Sales Team, further development of in‑store displays and
Point‑of‑Sale initiatives are critical in realising gains in market
share.
Valley Wholesale Carpets (Valley) continues to be a key member of
the Group, providing strong profitability and positive cash flows
over the past two years since acquisition. Further investment has
been made to Sales Teams to expand the business' Geographical
reach, as well as investment in its previously unutilised Newport
facility to bring this into operation to benefit customers in the
South West and South Wales regions. Management are also increasing
the current product range and developing new in‑store displays
which will be of significant benefit to customers. This enables
Valley to have an exciting future whilst remaining autonomous in
the Group structure.
With a continued focus on investment in the development of the
Group's market presence and Sales Resource, combined with the
additional capacity forged in the Group's extensive distribution
network, the Board is confident in achieving its medium‑term
objectives in the coming years. Notwithstanding some cost
inflation, the Board acknowledges with the significant
establishment investment now made, the future development of the
Group will result in improvements to operational gearing with
return on sales meeting the aspirations of the Group.
Business strategy
It is the belief of the Board that value can be generated for
suppliers, customers and shareholders by creating a national
supplier and distributor of floorcoverings in the UK.
The investments made over the past few years in scaling the
business have created a recognised trade brand within the sector.
The leveraging of the Group's brand and logistics network have
underpinned the success of many start‑up sites across the UK, and
whilst acquisitions have provided opportunities to rapidly grow,
the organic growth of the business is key to the long‑term strategy
of the Group. Whilst acquisitions will always be considered where
the Board believe they offer value for shareholders, and accretive
growth to the Group, the ability to leverage the Group's brand and
network will be key to achieving the medium‑term objectives.
Whilst there will be a level of investment required to continue the
development of the Group's Sales initiatives, the significant
investment in establishing the network needed to deliver the
Group's medium‑term objectives has been made and as such there are
now significant opportunities to improve operational gearing and
thus increase return on sales in line with the aspirations of the
Group.
Market and
competition
The floorcovering market is made up of manufacturers, distributors,
retailers and installers. It is the strategy of the Group to become
a national distributor in the market. The UK flooring market is
worth c. £2 billion split between residential, commercial, public
and industrial markets. It is the strategy of the Group to focus on
the residential and commercial areas of the market.
Key performance indicators
|
The Board consider the following as financial
key performance indicators (KPIs) for the Group: revenue, adjusted
profit before tax and operating cash flow. The Board members review
these for each of the businesses on a monthly basis. Individual
subsidiaries have additional key performance indicators specific to
their operations. Sales and margin are also monitored against
budget on a daily basis by the executive management team. Key
performance indicators were as follows:
Currency: £m
|
Year ended
31 December 2023
£
|
Year ended
31 December 2022
£
|
Increase
%
|
Revenue
|
139.5
|
123.6
|
12.9%
|
Adjusted profit before tax
|
2.3
|
2.6
|
(9.0%)
|
Operating cash flow
|
6.1
|
(1.3)
|
556.5%
|
The above adjusted profit before tax figure is stated after adding
back:
Currency: £m
|
Year ended
31 December 2023
£
|
Year ended
31 December 2022
£
|
Acquisition fees & related costs
|
‑
|
2.3
|
Loss from new operations*
|
0.1
|
0.5
|
Exceptional investment in point of
sale
|
0.3
|
0.5
|
Amortisation of intangibles
|
0.4
|
0.4
|
Share based payments
|
0.3
|
0.3
|
Strategic relocation and establishment
costs
|
1.2
|
‑
|
*Losses from new operations relate to costs incurred in the initial
start‑up phase whilst the business is in its initial development
phase and therefore not generating significant returns.
Exceptional investment in point of sale relate to accelerated
expenses incurred in increasing the Group's market presence from
providing heavily discounted in‑store displays to retailers in
order to accelerate the growth in market share. This amount relates
to specific strategic stand placements over and above what is
incurred in the ordinary course of business recognised in the
Consolidated Statement of Profit or Loss.
Strategic relocation and establishment costs relate to costs
incurred in the relocation and establishment of the new 47,000 sq.
ft. high bay Distribution Hub in Glasgow for Likewise Scotland, the
relocation and establishment of the Likewise London business to new
facilities in Sidcup, the commencement of costs incurred in the
forthcoming closure of the A&A Manchester facility as this
looks forward to moving to brand new facilities in June 2024 and
closure costs incurred for H&V's small warehouse facility in
Muelebeke, Belgium.
The Board additionally monitors the square footage of available
warehouse space as a non financial KPI. The warehouse capacity as
at 31 December 2023 was 499,250 square feet (2022 ‑ 519,000 square
feet). This has slightly reduced since 2022 following the closure
of the underutilised H&V Muelebeke site.
The following tables show a reconciliation of the adjusted
results.
Currency: £m
|
|
2023
|
|
2022*
|
|
Underlying
|
Non-underlying**
|
Total
|
|
Underlying
|
Non-underlying**
|
Total
|
Revenue
|
|
139.5
|
-
|
139.5
|
|
123.6
|
-
|
123.6
|
Cost of sales
|
|
(97.3)
|
|
(97.3)
|
|
(86.3)
|
-
|
(86.3)
|
Gross profit
|
|
42.2
|
|
42.2
|
|
37.3
|
-
|
37.3
|
Other operating income
|
|
-
|
-
|
-
|
|
-
|
-
|
-
|
Admin costs
|
|
(20.6)
|
(1.9)
|
(22.5)
|
|
(16.8)
|
(3.1)
|
(19.9)
|
Distribution costs
|
|
(17.8)
|
(0.2)
|
(18.0)
|
|
(17.0)
|
-
|
(17.0)
|
Impairment loses on trade
receivables
|
|
(0.3)
|
-
|
(0.3)
|
|
(0.2)
|
-
|
(0.2)
|
Profit/(loss) from operations
|
|
3.5
|
(2.0)
|
1.5
|
|
3.4
|
(3.1)
|
0.2
|
Finance income
|
|
0.1
|
-
|
0.1
|
|
0.0
|
-
|
0.0
|
Finance costs
|
|
(1.3)
|
(0.2)
|
(1.5)
|
|
(0.8)
|
-
|
(0.8)
|
Gain/(Loss) on revaluation
|
|
-
|
0.1
|
0.1
|
|
-
|
(0.8)
|
(0.8)
|
Profit/(loss) before tax
|
|
2.3
|
(2.1)
|
0.2
|
|
2.6
|
(3.9)
|
(1.4)
|
Taxation
|
|
0.7
|
-
|
0.7
|
|
0.6
|
-
|
0.6
|
Profit/(loss) for the year
|
|
3.1
|
(3.9)
|
0.8
|
|
3.1
|
(3.9)
|
(0.8)
|
*
As restated to align treatment with that of the year-end financial
statements.
**Non‐underlying values are
exceptional items, which include share based payment transactions,
acquisition costs, amortisation of acquisition intangibles and
strategic project costs. Adjusted results are
non‐GAAP metrics used by management and are not an IFRS
disclosure. Details of these charges can be seen in note 7 in the
accounts below.
Financial
Results and Ordinary Dividend
The results of the Group are shown in the Consolidated Statement of
Profit or Loss and Other Comprehensive Income.
An interim dividend of 0.10p per ordinary share was paid on 17
November 2023 to shareholders on the register as at 13 October
2023.
A final dividend, in relation to the year ended 31 December 2022,
of 0.20p per share was paid on 7th July 2023 to shareholders on the
register at the close of business on 2nd June 2023, the ex‑dividend
date being 1st June 2023.
The directors propose to pay a final dividend of 0.25p per ordinary
share in respect of the financial year ended 31 December 2023. This
to be subject to shareholder approval at the forthcoming AGM.
If approved, the total dividend payable for 2023 will be 0.35p per
ordinary share.
The final dividend, if approved by shareholders at the AGM will be
paid on 5 July 2024 to shareholders on the register at the close of
business on 31 May 2024, the ex‑dividend date being 30 May
2024.
The last day for investors to elect for the Dividend Re‑Investment
Plan (DRIP) will be 14 June 2024.
Consolidated
statement of profit and loss and other comprehensive income for the
year ended 31 December 2023
|
|
|
|
|
As restated
|
|
|
|
|
2023
|
2022
|
|
|
|
|
Note
|
£
|
£
|
|
|
|
|
Revenue
|
6
|
139,538,014
|
123,642,673
|
Cost of sales
|
|
(97,306,471)
|
(86,309,299)
|
Gross profit
|
|
42,231,543
|
37,333,374
|
|
|
|
|
Administrative expenses
|
|
(22,481,980)
|
(19,914,378)
|
Distribution expenses
|
|
(17,989,409)
|
(16,956,934)
|
Impairment losses on trade
receivables
|
|
(266,087)
|
(238,201)
|
Profit from operations
|
|
1,494,067
|
223,861
|
|
|
|
|
Finance income
|
10
|
52,330
|
5,043
|
Finance expense
|
10
|
(1,487,716)
|
(796,843)
|
Gain/(loss) on revaluation of consideration on
acquisition
|
|
129,750
|
(846,380)
|
Profit/(loss) before tax
|
|
188,431
|
(1,414,319)
|
|
|
|
|
Taxation
|
11
|
655,594
|
578,015
|
Profit/(loss) for the year
|
|
844,025
|
(836,304)
|
Other comprehensive income:
|
|
|
Items that will not be reclassified to profit
or loss:
|
|
|
|
Revaluation of land and buildings
|
14
|
24,389
|
309,957
|
Actuarial loss on defined benefit
schemes
|
33
|
-
|
(5,000)
|
Tax relating to revaluation of land and
buildings
|
11
|
(6,097)
|
-
|
|
|
18,292
|
304,957
|
Items that will or may be reclassified to
profit or loss:
|
|
|
|
Exchange (losses)/gains arising on translation
on foreign operations
|
|
(7,015)
|
16,138
|
Total comprehensive income
|
|
855,302
|
(515,209)
|
|
|
|
|
|
|
|
|
|
The total basic profit per share attributable
to the ordinary equity holders of the Company was 0.3p (2022 ‑ loss
of 0.3p). The total diluted profit per share attributable to the
ordinary equity holders of the Company was 0.3p (2022 ‑ loss of
0.3p).
The restatement of the 2022 comparative figures has no impact to
the loss reported for the year ended 31 December 2022. Please see
note two for further information.
|
Consolidated
statement of financial position as at 31 December 2023
|
2023
|
2022
|
Note
|
£
|
£
|
Assets
|
|
|
Non‑current assets
|
|
|
|
Property, plant and equipment
|
14
|
48,385,689
|
47,300,221
|
Other intangible assets
|
15
|
3,938,497
|
4,208,884
|
Goodwill
|
16
|
5,624,284
|
5,624,284
|
|
|
57,948,470
|
57,133,389
|
Current assets
|
|
|
|
Inventories
|
18
|
20,253,799
|
18,388,527
|
Trade and other receivables
|
19
|
17,679,986
|
15,573,303
|
Cash and cash equivalents
|
20
|
5,709,229
|
5,913,155
|
|
|
43,643,014
|
39,874,985
|
Total assets
|
|
101,591,484
|
97,008,374
|
|
|
|
|
|
|
Liabilities
|
|
|
Non‑current liabilities
|
|
|
|
Trade and other liabilities
|
21
|
-
|
4,380,365
|
Loans and borrowings
|
22
|
20,743,819
|
20,222,050
|
Deferred tax liability
|
11
|
1,866,950
|
2,496,677
|
|
|
22,610,769
|
27,099,092
|
Current liabilities
|
|
|
|
Trade and other liabilities
|
21
|
29,765,971
|
22,970,426
|
Loans and borrowings
|
22
|
9,647,060
|
7,777,512
|
Provisions
|
25
|
45,103
|
50,075
|
|
|
39,458,134
|
30,798,013
|
Total liabilities
|
|
62,068,903
|
57,897,105
|
Net assets
|
|
39,522,581
|
39,111,269
|
Share capital
|
28
|
2,439,645
|
2,438,360
|
Share premium
|
29
|
17,396,190
|
17,384,625
|
Share option reserve
|
34
|
903,295
|
628,454
|
Revaluation reserve
|
|
2,626,976
|
2,662,384
|
Foreign exchange reserve
|
|
(47,502)
|
(40,487)
|
Warrant reserve
|
|
128,170
|
128,170
|
Retained earnings
|
|
16,075,807
|
15,909,763
|
Total equity
|
|
39,522,581
|
39,111,269
|
Consolidated
statement of changes in equity for the year ended 31 December
2023
|
Share capital
|
Share premium
|
Share option reserve
|
Revaluation reserve
|
Foreign exchange reserve
|
Warrant reserve
|
Retained earnings
|
Total attributable to equity
holders of parent
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2023
|
2,438,360
|
17,384,625
|
628,454
|
2,662,384
|
(40,487)
|
128,170
|
15,909,763
|
39,111,269
|
39,111,269
|
Profit for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
844,025
|
844,025
|
844,025
|
Other comprehensive income (see note
32)
|
-
|
-
|
-
|
(35,408)
|
(7,015)
|
-
|
53,700
|
11,277
|
11,277
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
(35,408)
|
(7,015)
|
-
|
897,725
|
855,302
|
855,302
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(731,681)
|
(731,681)
|
(731,681)
|
Shares options exercised
|
1,285
|
11,565
|
-
|
-
|
-
|
-
|
-
|
12,850
|
12,850
|
Share options and warrants
issued
|
-
|
-
|
274,841
|
-
|
-
|
-
|
-
|
274,841
|
274,841
|
Total contributions by and
distributions to owners
|
1,285
|
11,565
|
274,841
|
-
|
-
|
-
|
(731,681)
|
(443,990)
|
(443,990)
|
At 31 December 2023
|
2,439,645
|
17,396,190
|
903,295
|
2,626,976
|
(47,502)
|
128,170
|
16,075,807
|
39,522,581
|
39,522,581
|
Consolidated
statement of changes in equity for the year ended 31 December
2022
|
Share capital
|
Share premium
|
Share option reserve
|
Revaluation reserve
|
Foreign exchange reserve
|
Warrant reserve
|
Retained earnings
|
Total attributable to equity
holders of parent
|
Total equity
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
At 1 January 2022
|
1,923,742
|
22,458,816
|
308,776
|
2,406,127
|
(56,625)
|
128,170
|
(4,815,043)
|
22,353,963
|
22,353,963
|
Loss for the year
|
-
|
-
|
-
|
-
|
-
|
-
|
(836,304)
|
(836,304)
|
(836,304)
|
Other comprehensive income (see note
32)
|
-
|
-
|
-
|
256,257
|
16,138
|
-
|
48,700
|
321,095
|
321,095
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
256,257
|
16,138
|
-
|
(787,604)
|
(515,209)
|
(515,209)
|
Dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
(487,590)
|
(487,590)
|
(487,590)
|
Issue of share capital
|
512,143
|
17,425,358
|
-
|
-
|
-
|
-
|
-
|
17,937,501
|
17,937,501
|
Share options exercised
|
2,475
|
22,550
|
-
|
-
|
-
|
-
|
-
|
25,025
|
25,025
|
Transfer to retained
earnings
|
-
|
-
|
-
|
-
|
-
|
-
|
22,000,000
|
22,000,000
|
22,000,000
|
Reduction in share
premium
|
-
|
(22,000,000)
|
-
|
-
|
-
|
-
|
-
|
(22,000,000)
|
(22,000,000)
|
Share issue costs
|
-
|
(522,099)
|
-
|
-
|
-
|
-
|
-
|
(522,099)
|
(522,099)
|
Share options
|
-
|
-
|
319,678
|
-
|
-
|
-
|
-
|
319,678
|
319,678
|
Total contributions by and distributions to
owners
|
514,618
|
(5,074,191)
|
319,678
|
-
|
-
|
-
|
21,512,410
|
17,272,515
|
17,272,515
|
At
31 December 2022
|
2,438,360
|
17,384,625
|
628,454
|
2,662,384
|
(40,487)
|
128,170
|
15,909,763
|
39,111,269
|
39,111,269
|
Consolidated
statement of cash flows for the year ended 31 December
2023
|
|
|
|
2023
|
2022
|
|
|
|
|
£
|
£
|
Cash flows from operating
activities
|
|
|
|
Profit/(loss) for the year
|
|
844,025
|
(836,304)
|
Adjustments for
|
|
|
|
Depreciation and amortisation
|
14/15
|
4,924,947
|
3,633,356
|
Revaluation of consideration
|
|
(129,750)
|
846,380
|
Taxation
|
11
|
(655,594)
|
(578,015)
|
Finance income
|
10
|
(52,330)
|
(5,043)
|
Finance costs
|
10
|
1,487,716
|
796,843
|
Amendments to property, plant and
equipment
|
|
(107,072)
|
-
|
Gain on sale of property, plant and
equipment
|
|
(110,898)
|
(35,193)
|
Defined benefit pension
contributions
|
33
|
-
|
(5,000)
|
Decrease in provisions
|
25
|
(4,972)
|
(152,601)
|
Share options issued
|
34
|
274,841
|
319,678
|
Net foreign exchange (gain)/loss
|
|
(7,015)
|
15,429
|
|
|
6,463,898
|
3,999,530
|
Movements in working capital:
|
|
|
|
Increase in trade and other
receivables
|
|
(2,106,683)
|
(3,624,487)
|
Increase in inventories
|
|
(1,865,272)
|
(4,437,276)
|
Increase in trade and other
payables
|
|
3,544,930
|
3,249,449
|
Cash generated from operations
|
|
6,036,873
|
(812,784)
|
|
|
|
|
Corporation taxes received/(paid)
|
|
19,770
|
(514,040)
|
Net cash from/(used in) operating
activities
|
|
6,056,643
|
(1,326,824)
|
Cash flows from investing
activities
|
|
|
|
Acquisition of subsidiary, net of cash
acquired
|
|
-
|
(13,541,050)
|
Purchases of property, plant and
equipment
|
|
(1,895,323)
|
(2,001,322)
|
Proceeds from disposal of property, plant and
equipment
|
|
206,965
|
76,424
|
Purchase of intangibles
|
15
|
(133,983)
|
-
|
Deferred consideration paid
|
|
(1,000,000)
|
-
|
Interest received
|
10
|
52,330
|
5,043
|
Net cash used in investing
activities
|
|
(2,770,011)
|
(15,460,905)
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
Interest paid
|
10
|
(449,168)
|
(225,834)
|
Consideration for new shares
|
|
12,850
|
16,025,026
|
Costs of share issue
|
|
-
|
(522,099)
|
Repayment of lease liabilities
|
|
(3,886,917)
|
(2,448,536)
|
Increase in invoice discounting
|
|
766,116
|
2,029,473
|
Repayment of loans
|
|
(1,696,758)
|
(117,106)
|
New bank loans
|
|
2,495,000
|
-
|
Dividends paid to the holders of the
parent
|
13
|
(731,681)
|
(487,590)
|
Net cash (used in)/from financing
activities
|
|
(3,490,558)
|
14,253,334
|
Net decrease in cash and cash
equivalents
|
|
(203,926)
|
(2,534,395)
|
|
|
|
|
Cash and cash equivalents at the beginning of
year
|
|
5,913,155
|
8,447,550
|
Cash and cash equivalents at the end of the
year
|
|
5,709,229
|
5,913,155
|
|
|
|
|
|
|
|
Cash and cash
equivalents at 31 December 2023 of £5,709,229 (2022 ‑ £5,913,155)
comprised of cash and cash equivalents of £5,709,229 (2022 ‑
£5,913,155) less bank overdrafts of £Nil (2022 ‑ £Nil).
Notes to the
consolidated financial statements for the year ended 31 December
2023
The Company is a public company limited by
shares, registered in England and Wales and listed on the
Alternative Investment Market (AIM). The registered company number
is 08010067 and the address of the registered office is Unit 4
Radial Park, Radial Way, Birmingham Business Park, Solihull,
England, B37 7WN.
The principal activity of the Group is the wholesale distribution
of floorcoverings and associated products.
2.
|
Restatement of prior period
|
Management have restated the prior period
comparatives within the subsidiary companies Valley Wholesale
Carpets Limited and Likewise Floors Limited to ensure that
classification of cost of sales, distribution expenses and
administrative expenses are in line with the classifications of
Likewise Group Plc.
The impact of this has been to:
‑ decrease cost of sales by £863,145 from £87,172,444 to
£86,309,299
‑ increase administrative expenses by £944,768 from £18,969,610 to
£19,914,378
‑ decrease distribution expenses by £81,623 from £17,038,557 to
£16,956,934
There have been no amendments to the prior period Statement of
Financial Position as a result of these
reclassifications.
These financial statements consolidate those of
the Company and its subsidiaries (together referred to as the
"Group"). The Parent Company financial statements present
information about the Company as a separate entity.
The financial information is presented in pounds sterling, which is
the functional currency of the entity and rounded to the nearest £.
The financial statements are prepared on the historical cost basis
unless otherwise specified within these accounting policies.
Both the Company and consolidated financial statements have been
prepared and approved by the directors in accordance with UK
adopted International Accounting Standards. On publishing the
Company financial statements here together with the consolidated
financial statements, the Company is taking advantage of the
exemption in s408 of the Companies Act 2006 not to present its
individual income statement and statement of comprehensive income
and related notes.
The accounting policies set out below have been applied
consistently to all periods presented in these financial
statements.
4.
Accounting policies
The consolidated financial statements for the
Group have been prepared on a going concern basis.
The Group continues to utilise invoice financing arrangements in
some subsidiaries and has the option to draw on additional
authorised facilities to support working capital requirements. The
Group has operated within these facilities throughout the year and
continues to do so in 2024. The directors are confident that the
Group will be able to operate within the finance facilities
available to us.
The Board have also undertaken assessments of going concern by
building a cash flow model through to December 2025, based on 2023
actuals, 2024 budget and forecast performance for 2025. These
cashflows indicate that the business has adequate resources to
continue to operate for the foreseeable future and within the
current financing arrangements in place.
Overall, given the strength of the Group's balance sheet,
significant cash reserves on hand, availability of financing
arrangements and the strong forecast performance of the Group, this
provides the directors with sufficient assurance on the Group's
ability to continue as a going concern, and therefore adopt the
going concern basis of accounting in preparing the financial
statements.
|
4.2
|
Basis of consolidation
|
Subsidiaries are entities controlled by the
Group. Control exists when the Group has the power to govern the
financial and operating policies of an investee so as to obtain
benefits from its activities, has exposure, or rights, to variable
returns and can use its power to affect those returns. In assessing
control, potential voting rights that are currently exercisable are
taken into account. The financial statements of subsidiaries are
included in the consolidated financial statements from the date
that control commences until the date that control
ceases.
|
4.3
|
Impact of new international reporting
standards
|
There were a number of narrow scope amendments
to existing standards which were effective from 1 January 2023.
None of these had an impact on the Group.
Certain new accounting standards, amendments to accounting
standards and interpretations have been published that are not
mandatory for 31 December 2023 reporting periods and have not been
early adopted by the Group. These standards, amendments or
interpretations are not expected to have a material impact on the
Group in the current or future reporting periods and on foreseeable
future transactions.
Revenue comprises sales of goods to customers
outside the Group, less an appropriate deduction for discounts, and
is stated at the fair value of the consideration net of value added
tax and other sales taxes.
Revenue and receivables are recognised when performance obligations
are satisfied and the goods are delivered to customers as this is
the point in time that the consideration is unconditional, control
of goods has passed and only the passage of time is required before
the payment is due.
|
4.5
|
Finance income and costs
|
Interest income and expense is recognised using
the effective interest method which calculates the amortised cost
of a financial asset or liability and allocates the interest income
or expense over the relevant period.
|
4.6
|
Property, plant and equipment
|
Property, plant and equipment under the cost
model are stated at historical cost less depreciation less any
recognised impairment losses. Cost includes expenditure that is
directly attributable to the acquisition or construction of these
items. Subsequent costs are included in the asset's carrying amount
only when it is probable that future economic benefits associated
with the item will flow to the company and the costs can be
measured reliably. All other costs, including repairs and
maintenance costs, are charged to the Income Statement in the
period in which they are incurred.
Depreciation is provided on all property, plant and equipment and
is calculated as follows:
Freehold property ‑ 2% straight line
Leasehold improvements ‑ straight line over the term of the
lease
Plant and machinery ‑ 10% ‑ 33% straight line
Motor vehicles ‑ 20% ‑ 50% straight line
Fixtures, fittings and computer equipment ‑ 10% ‑ 33% straight
line
Depreciation is provided on cost less residual
value. The residual value, depreciation methods and useful lives
are annually reassessed.
Each asset's estimated useful life has been assessed with regard to
its own physical life limitations and to possible future variations
in those assessments. Estimates of remaining useful lives are made
on a regular basis for all machinery and equipment, with annual
reassessments for major items. Changes in estimates are accounted
for prospectively.
The gain or loss arising on disposal or scrapping of an asset is
determined as the difference between the sales proceeds, net of
selling costs, and the carrying amount of the asset and is
recognised in the Income Statement.
|
4.7
|
Revaluation of property
|
Individual properties are carried at current
year value at fair value at the date of revaluation less any
subsequent accumulated depreciation and subsequent accumulated
impairment losses. Revaluations are undertaken with sufficient
regularity to ensure the carrying amount does not differ materially
from that which would be determined using fair value at the
Consolidated Statement of Financial Position date.
Fair values are determined from market based evidence normally
undertaken by professionally qualified valuers.
Revaluation gains and losses are recognised in Other Comprehensive
Income unless losses exceed the previously recognised gains or
reflect a clear consumption of economic benefits, in which case the
excess losses are recognised in the Income Statement.
The difference between depreciation based on the revalued carrying
amount of the asset and depreciation based on the asset's original
cost is transferred from revaluation reserve to retained earnings
at the end of each reporting period. Any remaining revaluation
surplus included in equity is transferred directly to retained
earnings when the asset is disposed of.
|
4.8
|
Impairment of non‑financial assets (excluding
Goodwill)
|
At each reporting date, the directors review
the carrying amounts of the Group's non current assets, to
determine whether there is any indication that those assets have
suffered an impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in order to determine
the extent of the impairment loss, if any. Where the asset does not
generate cash flows that are independent from other assets, the
directors estimate the recoverable amount of the cash generating
unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs of
disposal and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre
tax discount rate that reflects current market assessments of the
time value of money and the risks specific to the asset for which
the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset or cash generating unit is
estimated to be less than its carrying amount, the carrying amount
of the asset or cash generating unit is reduced to its recoverable
amount. The impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to
the other assets of the unit pro rata based on the carrying amount
of each asset in the unit.
An impairment loss is recognised as an expense
immediately.
Where an impairment loss on non financial
assets subsequently reverses, the carrying amount of the asset or
cash generating unit is increased to the revised estimate of its
recoverable amount, but so that the increased carrying amount does
not exceed the carrying amount that would have been determined had
no impairment loss been recognised for the asset or cash generating
unit in prior periods. A reversal of an impairment loss is
recognised in the Income Statement immediately.
Inventory is valued at the lower of cost and
net realisable value, being the estimated selling price less costs
to complete and sell. Cost is based on the cost of purchase on a
first in, first out basis. Work in progress and finished goods
include labour and attributable overheads.
At each reporting date, inventories are assessed for impairment. If
inventories are impaired, the carrying amount is reduced to its
selling price less costs to complete and sell. The impairment loss
is recognised immediately in the Income Statement.
|
4.10
|
Cash and cash equivalents
|
Cash at bank comprise cash on hand, deposits
held at call with banks and other short term highly liquid
investments with original maturities of three months or less from
inception.
|
4.11
|
Financial instruments
|
Financial assets and financial liabilities are
recognised when the Group becomes a party to the contractual
provisions of the financial instrument.
Financial assets and financial liabilities are measured initially
at fair value plus transactions costs. Financial assets and
financial liabilities are measured subsequently as described
below.
Cash equivalents comprise short‑term, highly liquid investments
that are readily convertible into known amounts of cash and which
are subject to an insignificant risk of changes in value. An
investment with a maturity of three months or less is normally
classified as being short‑term.
Derivatives, including forward foreign exchange contracts, are
initially recognised at fair value on the date a derivative
contract is entered into and are subsequently re‑measured at their
fair value. Changes in the fair value of derivatives are recognised
in the Income Statement in finance costs or income as
appropriate.
Trade and other receivables are recorded
initially at transaction price and subsequently measured at
amortised cost. This results in their recognition at nominal value
less an allowance for any doubtful debts. This allowance for
expected credit losses (ECL) may be established where evidence of
credit deterioration is observed. In order to assess credit
deterioration, the Group considers reasonable and supportable
information that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative information
and analysis, based on its historical experience and informed
credit assessment, that includes forward‑looking information. An
additional reserve is established, where required, when a loss is
both probable and the amount is known.
ECLs are a probability‑weighted estimate of lifetime credit losses.
Under the ECL model, the Group calculates the allowance for credit
losses by considering on a discounted basis the cash shortfalls it
would incur in various default scenarios for prescribed future
periods and multiplying the shortfalls by the probability of each
scenario occurring. The allowance is the sum of these probability
weighted outcomes. Credit losses are measured as the present value
of all cash shortfalls (i.e. the difference between the cash flows
due to the entity in accordance with the contract and the cash
flows that Group expects to receive) with a discount factor applied
to such overdue amounts. The discount matrix ("ECL Matrix") below
is applied to derive an ECL for overdue amounts:
Past due
(days)
31‑60
61‑90
90‑120
120‑250 Over 250
Discount to Amounts Overdue
0%
0%
5%
50%
100%
The Group exercises its discretion in the
application of discounts outside of the ECL Matrix based on
extenuating circumstances that may apply from time to time to the
Group's trade receivables (see note 19). An example of such an
extenuating circumstance may occur when it is known that an overdue
amount will be collected post a reporting or measurement
date.
|
4.13
|
Financial liabilities
|
The Group's financial liabilities include trade
and other payables and borrowings.
Interest bearing bank loans and overdrafts are initially recorded
at fair value, which equals the proceeds received, net of direct
interest costs. They are subsequently held at amortised cost.
Finance charges, including premiums payable on settlement or
redemption are accounted for using an effective interest rate
method and are added to or deducted from the carrying amount of the
instrument to the extent that they are not settled in the period in
which they arise.
Trade and other payables are recognised initially at fair value and
subsequently measured at amortised cost. Generally, this results in
their recognition at their nominal value.
The presentation currency for the Group's
financial information is pounds sterling.
Transactions in foreign currencies are recorded using the rate of
exchange ruling at the date of the transaction. Any gain or loss on
translation of monetary foreign currency assets and liabilities
arising from a movement in exchange rates subsequent to initial
measurement is included as an exchange gain or loss in the
Consolidated Statement of Profit or Loss.
The assets and liabilities of overseas subsidiary undertakings are
translated at the closing exchange rate. Income Statements and cash
flows of such subsidiaries are translated into Sterling at the
average rates of exchange. The adjustments to period end rates are
taken to foreign exchange reserve in equity and reported in the
Other Comprehensive Income.
Current
taxation
Current taxation is based on the local taxable income at the local
statutory tax rate enacted or substantively enacted at the
reporting date and includes adjustments to tax payable or
recoverable in respect of previous
periods.
Deferred
taxation
Deferred taxation is calculated using the liability method, on
temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the historical financial
information. However, if the deferred tax arises from the initial
recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects
neither accounting nor taxable profit or loss and does not give
rise to equal taxable and deductible temporary differences, it is
not accounted for. No deferred tax is recognised on initial
recognition of goodwill or on investment in subsidiaries. Deferred
tax is determined using tax rates and laws that have been enacted
or substantively enacted by the year end date and are expected to
apply when the related deferred tax asset is realised or the
deferred tax liability is settled.
Deferred tax liabilities are provided in full, and are not
discounted.
Deferred tax assets are recognised to the extent that it is
probable that future taxable profits will be available against
which the temporary differences can be utilised.
Changes in deferred tax assets or liabilities are recognised as a
component of tax expense in the Income Statement, except where they
relate to items that are charged or credited directly to equity in
which case the related deferred tax is also charged or credited
directly to equity.
Deferred income tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets against
current tax liabilities and when the deferred income tax assets and
liabilities relate to income taxes levied by the same taxation
authority where there is an intention to settle the balances on a
net basis.
|
4.16
|
Business combination
|
The acquisition method of accounting is used to
account for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration
transferred for the acquisition of a subsidiary comprises the:
‑ fair values of the assets transferred
‑ liabilities incurred to the former owners of the acquired
business
‑ equity interests issued by the Group
‑ fair value of any asset or liability resulting from a contingent
consideration arrangement, and
‑ fair value of any pre‑existing equity interest in the
subsidiary.
Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with limited
exceptions, measured initially at their fair values at the
acquisition date.
Acquisition related costs are expensed as incurred.
The excess of the consideration transferred and acquisition date
fair value of any previous equity interest in the acquired entity
over the fair value of the net identifiable assets acquired is
recorded as goodwill. If those amounts are less than the fair value
of the net identifiable assets of the business acquired, the
difference is recognised directly in the Income Statement as a
bargain purchase.
Where settlement of any part of cash consideration is deferred, the
amounts payable in the future are discounted to their present value
as at the date of exchange. The discount rate used is the entity's
incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under
comparable terms and conditions.
Contingent consideration is classified either as equity or a
financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes in fair
value recognised in the Income Statement.
Goodwill is initially recognised and measured
as set out above.
Goodwill not attributed to a specific intangible asset is not
amortised but is reviewed for impairment at least annually. For the
purpose of impairment testing, goodwill is allocated to each of the
Group's cash generating units expected to benefit from the
synergies of the combination. If the recoverable value of the cash
generating unit is less than the carrying amount of goodwill, the
impairment loss is recognised. An impairment loss recognised for
goodwill is not reversed in a subsequent period.
On disposal of a cash generating unit, the attributable amount of
goodwill is included in the determination of the profit or loss on
disposal.
|
4.18
|
Intangible assets
|
|
Other intangible assets
|
|
|
|
|
|
|
Goodwill attributable
to the brand name of acquired subsidiaries or customer base is
initially recognised
and measured as set out above. Licences are initially recognised at
cost.
Amortisation is provided on all other intangible assets and is
calculated as follows:
|
|
Brand name
|
10 ‑ 15 years straight line
|
|
|
Customer base
|
10 ‑ 15 years straight line
|
|
|
Software
|
10 years straight line
|
The useful lives of intangible assets are
annually reassessed and all assets are reviewed for impairment at
least annually. On disposal of a subsidiary, the attributable
amount of intangible assets is included in the determination of the
profit or loss on disposal.
Provision is made in the financial statements
for all employee benefits. Liabilities for wages and salaries,
including non monetary benefits and annual leave obliged to be
settled within 12 months of the reporting date, are recognised in
accruals.
Contributions to defined contribution pension plans are charged to
the Statement of Profit or Loss in the year to which the
contributions relate.
Likewise Floors Limited, a subsidiary of the Group operates a
defined benefit pension plan for certain employees.
The amount recognised in the Consolidated Statement of Financial
Position in respect of the defined benefit plan is the present
value of the defined benefit obligation at the end of the reporting
date less the fair value of plan assets at the reporting date (if
any) out of which the obligations are to be settled.
The defined benefit obligation is calculated using the projected
unit credit method. Annually the Group engages independent
actuaries to calculate the obligation. The present value is
determined by discounting the estimated future payments using
market yields on high quality corporate bonds that are denominated
in sterling and that have terms approximating to the estimated
period of the future payments ('discount rate').
Where the calculation results in a benefit to the Group, the asset
recognised is limited to the present value of any future refunds
from the plan or reductions in future contributions to the
plan.
The Group assesses whether a contract is or
contains a lease, at inception of the contract. The Group
recognises a right‑of‑use asset and a corresponding lease liability
with respect to all lease arrangements in which it is the lessee,
except for short‑term leases (defined as leases with a lease term
of 12 months or less) and leases of low value assets. For these
leases, the Group recognises the lease payments as an operating
expense on a straight line basis over the term of the lease unless
another systematic basis is more representative of the time pattern
in which economic benefits from the leased assets are consumed.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement date,
discounted by using the rate implicit in the lease. If this rate
cannot be readily determined, the Group uses its incremental
borrowing rate.
The lease liability is subsequently measured by increasing the
carrying amount to reflect interest on the lease liability (using
the effective interest method) and by reducing the carrying amount
to reflect the lease payments made.
Right‑of‑use assets are depreciated over the shorter period of
lease term and useful life of the underlying asset.
Borrowing costs are recognised in the Statement
of Profit or Loss in the year in which they are
incurred.
|
4.22
|
Share based payments
|
The fair value of equity instruments granted to
employees is charged to the Statement of Comprehensive Income, with
a corresponding increase in equity. The fair value of share options
is measured at grant date using the Black‑Scholes pricing model and
spread over the period during which the employee becomes
unconditionally entitled to the award. The charge is adjusted to
reflect the number of shares or options that vest.
The Group has an invoice discounting
arrangement. The amount owed by customers to the Group are included
within trade receivables and the amount owed to the invoice
discounting company is included within borrowings. The amount owed
to the invoice discounting company represents the difference
between the amounts advanced by the invoice discounting company and
the invoices discounted. The interest element of the invoice
discounting charges and other related costs are recognised as they
accrue and are included in the Income Statement with other finance
costs.
An operating segment is a component of an
entity that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses
related to transactions with other components of the same entity),
whose operating results are regularly reviewed by the entity's
Chief Operating Decision Maker to make decisions about resources to
be allocated to the segment and assess its performance, and for
which discrete financial information is available. The Chief
Operating Decision Maker has been identified as the board of
executive directors, at which level strategic decisions are
made.
Details of the Group's reporting segments are provided in note
6.
Provisions are recognised when the Group has a
present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle the
obligation, and a reliable estimate can be made of the amount of
the obligation.
The amount recognised as a provision is the
best estimate of the consideration required to settle the present
obligation at the end of the reporting period, taking into account
the risks and uncertainties surrounding the obligation. When a
provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of
those cash flows (when the effect of the time value of money is
material).
When some or all of the economic benefits
required to settle a provision are expected to be recovered from a
third party, a receivable is recognised as an asset if it is
virtually certain that reimbursement will be received and the
amount of the receivable can be measured reliably.
5.
|
Judgements and key sources of estimation
uncertainty
|
The preparation of the financial statements, in
conformity with adopted IFRSs requires management to make
judgements, estimates and assumptions that affect the carrying
amounts of assets and liabilities at the date of these financial
statements and the reported amount of revenues and expenses during
the period. These judgements, estimates and assumptions are
continually evaluated by management and are based upon historical
experiences and other factors, including expectations of future
events that are believed to be reasonable under the
circumstances.
The key assumptions concerning the future and other key sources of
estimation uncertainty at the statement of financial position date,
that have a risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial period
are as follows:
Contingent consideration
Contingent consideration may be payable in
respect of acquisitions and is calculated with reference to the
Likewise Group Plc share price at a future determination date. The
fair value of contingent consideration at the date of acquisition
and subsequent remeasurement dates requires significant judgements
and estimates and is sensitive to share price changes.
Intangible assets
The Group recognises identifiable intangible
assets, such as brands and customer relationships, at fair value on
acquisition of the relevant subsidiaries. Any excess paid over the
value of net assets acquired is recognised as Goodwill in the
Consolidated Statement of Financial Position and is allocated to
the appropriate business.
The annual amortisation charge and useful life is based on the
period over which management expects to benefit from the intangible
assets, based on past experience and knowledge of the business
acquired.
Goodwill
Goodwill is recognised on acquisition of
subsidiaries. This value is the excess paid over the net assets
acquired which cannot be separately identified as an intangible
asset. Goodwill is not amortised but is subject to an annual
impairment review.
The impairment assessment compares the carrying value of Goodwill
with its recoverable amount. The recoverable amount is determined
by performing a discounted cash flow (DCF) analysis of the Cash
Generating Unit (CGU) with reference to divisional budgets prepared
by management. To prepare the DCF, management are required to use
estimates and judgement for the parameters applied to the model of
growth and termination growth rate percentages along with the
discount factor. The percentages used to calculate the growth rates
are based on prior performance along with budgets for the coming
year. The discount factor is based on the proportion of the
company's cost of capital weighted between the use of debt and
equity finance.
Impairment of trade receivables
Trade and other receivables are recognised at
nominal value less an allowance for doubtful debts. This allowance
for expected credit losses (ECL) may be established where evidence
of credit deterioration is observed. In order to assess credit
deterioration, the directors use reasonable and supportable
information that is relevant and available without undue cost or
effort. This includes the directors assessment of both quantitative
and qualitative information and analysis, based on its historical
experience and informed credit assessment, that includes
forward‑looking information. An additional reserve is established,
where required, when the directors consider that a loss is both
probable and the amount is known. See notes 4.12 and 19 for further
information.
Inventory valuation
Inventories are stated at the lower of cost and
the estimated selling price less costs to complete and sell.
Inventory provisions are recognised to provide for short length
stock dependant on its length and using the directors judgement of
likely future sale to calculate it's likely realisable value. In
addition, a provision is recognised for any aged stock, on an
increasing basis, once it's been held in inventory for at least one
year.
A significant shift in consumer market or customer demand may
result in the directors inclusion of an additional specific
provision based on their assessment of likely future
sale.
Valuation of land and buildings
The Group carries its land and buildings at
fair value, with changes in fair value being recognised in Other
Comprehensive Income unless losses exceed the previously recognised
gains or reflect a clear consumption of economic benefits, in which
case the excess losses are recognised in the Income Statement. The
Group engaged independent valuation specialists to determine fair
value. Significant changes in the commercial property market may
impact the valuation of the Group's property. See note 14 for
further information.
6.
|
Segmental reporting
|
|
For the purposes of segmental reporting, the
Group's Chief Operating Decision Maker (CODM) is considered to be
the executive board of directors. The board has not identified any
separate operating segments within the business. The board reviews
revenue and expenses for the business as a whole and makes
decisions about resources and assesses performance based on this
information.
Revenue arises entirely through the wholesale of goods. Segmental
analysis is therefore not presented.
The Group is not reliant on any one customer and no customer
exceeds 10% of total annual turnover.
|
|
The following is an analysis of the Group's
revenue for the year from continuing operations:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Sale of goods
|
139,538,014
|
123,642,673
|
|
|
139,538,014
|
123,642,673
|
|
The Group generates revenue from both the UK
and overseas as detailed below:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
United Kingdom
|
139,297,993
|
123,432,273
|
|
Rest of Europe
|
229,533
|
182,417
|
|
Rest of the world
|
10,488
|
27,983
|
|
|
139,538,014
|
123,642,673
|
7.
|
Operating profit
|
|
Operating profit is stated after charging:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Depreciation of property, plant and
equipment
|
1,496,198
|
1,217,258
|
|
Depreciation of right‑of‑use assets
|
3,024,379
|
2,049,591
|
|
(Profit)/loss on foreign exchange
|
(331)
|
31,229
|
|
Short term lease expense:
|
|
|
|
‑ plant
|
172,446
|
174,539
|
|
‑ property
|
188,500
|
150,000
|
|
Amortisation of intangible assets
|
404,370
|
366,507
|
|
Share based payments
|
274,841
|
319,678
|
|
Loss from new operations
|
95,466
|
497,968
|
|
Exceptional investment in point of
sale
|
283,933
|
486,536
|
|
Strategic location and establishment
costs
|
852,200
|
-
|
|
Acquisition fees and related costs
|
-
|
1,455,992
|
|
Losses from new operations relate to costs
incurred in the initial start‑up phase whilst the business is in
its initial development phase and therefore not generating
significant returns.
Exceptional investment in point of sale relate to accelerated
expenses incurred in increasing the Group's market presence from
providing heavily discounted in‑store displays to retailers in
order to accelerate the growth in market share. This amount relates
to specific strategic stand placements over and above what is
incurred in the ordinary course of business recognised in the
Consolidated Statement of Profit or Loss.
Strategic relocation and establishment costs relate to costs
incurred in the relocation and establishment of the new 47,000 sq.
ft. high bay Distribution Hub in Glasgow for Likewise Scotland, the
relocation and establishment of the Likewise London business to new
facilities in Sidcup, the commencement of costs incurred in the
forthcoming closure of the A&A Manchester facility as this
looks forward to moving to brand new facilities in June 2024 and
closure costs incurred for H&V's small warehouse facility in
Muelebeke, Belgium. Additionally, extra depreciation costs of
£144,845 and extra interest costs of £213,005 were incurred
bringing total strategic relocation and establishment costs to
£1,210,050 as noted in the Strategic Report.
Acquisition costs related to the acquisition of Valley Wholesale
Carpets and Delta Carpets in the prior year.
|
8.
|
Auditors' remuneration
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Fees payable to the Group's auditors for the
audit of the Group's financial statements
|
150,000
|
150,000
|
|
Fees payable to the Group's
auditors:
|
|
|
|
‑ taxation advisory
services
|
-
|
500
|
|
‑ work in respect of acquisition
due diligence
|
-
|
62,000
|
|
|
9.
|
Directors and employees
|
|
Group
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Employee benefit expenses (including
directors) comprise:
|
|
|
|
Wages and salaries
|
18,215,855
|
16,289,890
|
|
National insurance
|
1,946,475
|
1,722,647
|
|
Defined contribution pension cost
|
513,550
|
500,267
|
|
Compensation for loss of office
|
-
|
15,541
|
|
Share based payment expenses
|
274,841
|
319,678
|
|
|
20,950,721
|
18,848,023
|
|
Key management personnel
compensation
Key management personnel are those persons
having authority and responsibility for planning, directing and
controlling the activities of the Group, including the directors of
the Company listed on page 1, and other senior
management.
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Salary
|
1,159,356
|
1,703,375
|
|
Social security costs
|
147,521
|
214,322
|
|
Group pension contribution to defined
contribution schemes
|
61,350
|
61,350
|
|
Share based payments
|
68,462
|
82,468
|
|
|
1,436,689
|
2,061,515
|
|
As at 31 December 2023, 1,285,714 share options
remained active under the Group's SAYE scheme (2022 ‑ 1,285,714).
During the year no options were granted to key management
personnel, no options lapsed and no options were exercised. These
options may be exercised between March and October 2024. Post year
end, 300,000 of these options were exercised during March 2024.
As at 31 December 2023, 5,900,000 share options remained active
under the Group's EMI scheme (2022 ‑ 5,900,000). During the year no
options were granted to key management personnel, no options lapsed
and no options were exercised. These options may be exercised from
January 2024. No options have yet been exercised up to the date of
this publication.
|
|
Group
|
|
The monthly average number of persons,
including the directors, employed by the Group during the year was
as follows:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
No.
|
No.
|
|
Directors
|
5
|
5
|
|
Other employees
|
462
|
450
|
|
|
467
|
455
|
|
The monthly average number of
persons, including the Directors, employed by the Company during
the year was 8 (2022 - 12).
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Remuneration of directors
|
|
|
|
Remuneration
|
649,972
|
939,327
|
|
Social security costs
|
79,465
|
107,188
|
|
Group pension contribution to defined
contribution schemes
|
25,600
|
25,600
|
|
Share based payments
|
12,869
|
14,418
|
|
|
767,906
|
1,086,533
|
|
In addition, fees of £Nil (2022 ‑ £Nil) were
paid to non‑executive directors in the year.
The highest paid director received remuneration in the year of
£292,368 (2022 ‑ £488,780) and pension contributions were made of
£Nil (2022 ‑ £Nil).
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
No.
|
No.
|
|
|
|
|
|
Directors accruing benefits under money
purchase pension schemes
|
1
|
1
|
|
|
1
|
1
|
|
2,700,000 share options were granted to
directors during 2019 at an exercise price of £0.10 per share.
There have been no options exercised or additional options granted
since this time. These options may be exercised between January and
March 2024.
|
10.
|
Finance income and expense
|
|
Recognised in profit or loss
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
Finance income
|
|
|
|
Interest on:
|
|
|
|
Bank deposits
|
52,330
|
-
|
|
Other interest receivable
|
-
|
5,043
|
|
Total finance income
|
52,330
|
5,043
|
|
Finance expense
|
|
|
|
Bank interest payable
|
164,269
|
74,575
|
|
Interest on lease liabilities
|
1,038,548
|
571,009
|
|
Other interest payable
|
304
|
22,283
|
|
Invoice discounting facility interest
payable
|
284,595
|
128,976
|
|
Total finance expense
|
1,487,716
|
796,843
|
|
|
|
|
|
Net finance expense recognised in profit or
loss
|
(1,435,386)
|
(791,800)
|
11.
|
Taxation on ordinary activities
|
|
11.1 Income tax recognised in profit or
loss
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Current tax
|
|
|
|
Adjustments in respect of prior
years
|
(19,770)
|
(70,812)
|
|
Total current tax
|
(19,770)
|
(70,812)
|
|
Deferred tax expense
|
|
|
|
Origination and reversal of timing
differences
|
(635,824)
|
(699,135)
|
|
Effect of change in tax rates
|
-
|
191,932
|
|
Total deferred tax
|
(635,824)
|
(507,203)
|
|
|
|
|
|
Total tax credit
|
(655,594)
|
(578,015)
|
|
The reasons for the difference between the
actual tax charge for the year and the standard rate of corporation
tax in the United Kingdom applied to profits for the year are as
follows:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Profit/(loss) for the year
|
844,025
|
(836,304)
|
|
Income tax expense/(credit)
|
(655,594)
|
(578,015)
|
|
Profit/(loss) before income taxes
|
188,431
|
(1,414,319)
|
|
|
|
|
|
Tax using the Company's domestic tax rate of
23.5% (2022:19%)
|
44,281
|
(268,721)
|
|
Fixed asset differences
|
86,308
|
391,971
|
|
(Income)/expenses not deductible for tax
purposes
|
(19,092)
|
345,325
|
|
Adjustments to tax charge in respect of prior
periods
|
(19,770)
|
(70,812)
|
|
Non‑taxable consolidation
adjustments
|
3,774
|
(2,619)
|
|
Remeasurement of deferred tax
|
12,383
|
(30,975)
|
|
Movement in deferred tax not
recognised
|
(767,116)
|
(932,774)
|
|
Chargeable losses
|
(18,245)
|
-
|
|
Other differences leading to an
increase/(decrease) in the tax charge
|
21,883
|
(9,410)
|
|
Total tax credit
|
(655,594)
|
(578,015)
|
Changes in tax rates and factors affecting the future tax
charges
At 31 December 2023, the Group has tax losses
of £13,955,031 (2022 ‑ £11,539,175) which are available for offset
against future taxable profits.
The main rate of corporation tax changed on 1 April 2023 from 19%
to 25% (with marginal rate relief available for companies with
small profits). As the current financial year includes periods
before and after the change in tax rate, the effective rate
applicable to profits generated in the year ended 31 December 2023
is 23.5%.
|
11.2 Deferred tax balances
|
|
The following is the analysis of deferred tax
assets/(liabilities) presented in the consolidated statement of
financial position:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Deferred tax liabilities
|
(1,866,950)
|
(2,496,677)
|
|
A deferred tax asset of £1,318,295 (2022 ‑
£1,577,985) has not been recognised in the financial statements in
relation to tax losses. In addition a deferred tax asset of
£162,970 (2022 ‑ £Nil) has not been recognised in the financial
statements in relation to the future tax benefit on the future
exercise of employee share options. A deferred tax asset has not
been recognised in the year where it is uncertain that the asset
will crystallise in the foreseeable future.
A deferred tax asset of £903,116 (2022 ‑ £348,793) has been
recognised for the Company. This primarily related to losses
carried forward which are expected to be utilised in future
periods.
|
|
|
|
|
|
|
|
|
Opening balance
|
Recognised in profit or loss
|
Recognised in other comprehensive
income
|
Closing balance
|
|
|
£
|
£
|
£
|
£
|
2023
|
|
|
|
|
|
Fixed asset timing differences
|
(1,303,975)
|
(267,323)
|
-
|
(1,571,298)
|
|
Arising from business combinations
|
(1,052,221)
|
98,217
|
-
|
(954,004)
|
|
Capital gains
|
(1,569,838)
|
25,489
|
(6,097)
|
(1,550,446)
|
|
Short term timing differences
|
122,548
|
(84,213)
|
-
|
38,335
|
|
Losses and other deductions
|
1,306,809
|
863,654
|
-
|
2,170,463
|
|
|
(2,496,677)
|
635,824
|
(6,097)
|
(1,866,950)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance
|
Recognised in profit or loss
|
Acquisition/ disposals
|
Closing balance
|
|
|
£
|
£
|
£
|
£
|
2022
|
|
|
|
|
|
Fixed asset timing differences
|
(653,904)
|
(381,332)
|
(268,739)
|
(1,303,975)
|
|
Arising from business combinations
|
(880,249)
|
91,627
|
(263,599)
|
(1,052,221)
|
|
Capital gains
|
(502,946)
|
-
|
(1,066,892)
|
(1,569,838)
|
|
Short term timing differences
|
19,366
|
103,182
|
-
|
122,548
|
|
Losses and other deductions
|
613,083
|
693,726
|
-
|
1,306,809
|
|
|
(1,404,650)
|
507,203
|
(1,599,230)
|
(2,496,677)
|
|
|
|
|
|
|
|
|
12.
|
Earnings per share
|
|
(i) Basic and diluted loss per share
|
|
The total basic profit per share attributable
to the ordinary equity holders of the Company was £0.003 (2022 ‑
loss of £0.003). The total diluted profit per share attributable to
the ordinary equity holders of the Company was £0.003 (2022 ‑ loss
of £0.003).
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
Pence
|
Pence
|
|
From continuing operations attributable to the
ordinary equity holders of the Company
|
0.3
|
(0.3)
|
|
Total basic earnings per share attributable to
the ordinary equity holders of the Company
|
0.3
|
(0.3)
|
|
|
|
|
|
|
|
|
|
|
(ii) Reconciliation of earnings used in
calculating earnings per share
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Profit/(loss) attributable to the ordinary
equity holders of the Company used in calculating basic earnings
per share:
|
|
|
|
Used in calculating basic and diluted earnings
per share
|
844,025
|
(836,304)
|
|
(iii) Weighted average number of shares used as
the denominator
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
Number
|
Number
|
|
|
|
|
|
Weighted average number of ordinary shares used
as the denominator in calculating basic earnings per
share
|
243,884,066
|
241,979,322
|
|
Adjustments for calculation of diluted earnings
per share:
|
|
|
|
Options
|
4,413,734
|
23,640,830
|
|
Warrants
|
2,900,000
|
2,800,000
|
|
Weighted average number of ordinary shares and
potential ordinary shares used as the denominator in calculating
diluted earnings per share
|
251,197,800
|
268,420,152
|
13.
|
Dividends
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Final dividend of £0.002 paid per Ordinary
Share in the year (2022 ‑ £Nil) in relation to the prior year
results
|
487,717
|
-
|
|
Interim dividend of £0.001 paid per Ordinary
Share in the year (2022 ‑ £0.002).
|
243,964
|
487,590
|
|
|
731,681
|
487,590
|
The directors are proposing a final dividend of
£0.0025 per share (2022 ‑ £0.002). The dividend has not been
accrued in the consolidated statement of financial
position.
14.
|
Property, plant and equipment
|
|
|
|
|
Group
|
|
|
|
|
Land and buildings -
freehold and long
leasehold
|
Right of use assets ‑ leasehold
property
|
Leasehold improvements
|
Plant and machinery
|
Motor vehicles
|
Fixtures, fittings & computer
equipment
|
Right of use assets ‑
other
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Cost or
valuation
|
|
|
|
|
|
|
|
|
At 1
January 2022
|
5,785,000
|
8,976,689
|
298,719
|
1,928,736
|
657,796
|
1,161,407
|
3,870,997
|
22,679,344
|
Additions
|
517,757
|
8,172,355
|
18,692
|
1,543,168
|
202,306
|
983,331
|
2,577,922
|
14,015,531
|
Acquisition of subsidiary
|
15,966,907
|
-
|
-
|
102,981
|
810,247
|
42,071
|
-
|
16,922,206
|
Disposals
|
-
|
(434,574)
|
(10,219)
|
-
|
(105,735)
|
(40,469)
|
(301,273)
|
(892,270)
|
Foreign
exchange movements
|
-
|
-
|
-
|
-
|
836
|
-
|
-
|
836
|
At 31 December
2022
|
22,269,664
|
16,714,470
|
307,192
|
3,574,885
|
1,565,450
|
2,146,340
|
6,147,646
|
52,725,647
|
Additions
|
38,208
|
-
|
-
|
1,339,637
|
1,119,665
|
500,083
|
2,702,800
|
5,700,393
|
Disposals
|
-
|
(324,440)
|
(1,502)
|
(48,319)
|
(293,093)
|
(3,034)
|
(148,766)
|
(819,154)
|
Transfers between classes
|
-
|
-
|
-
|
7,739
|
-
|
(7,739)
|
-
|
-
|
Revaluations
|
(183,043)
|
-
|
-
|
-
|
-
|
-
|
-
|
(183,043)
|
At 31 December
2023
|
22,124,829
|
16,390,030
|
305,690
|
4,873,942
|
2,392,022
|
2,635,650
|
8,701,680
|
57,423,843
|
|
|
|
|
|
|
|
|
|
|
Land and buildings -
freehold
and long leasehold
|
Right of use assets ‑ leasehold
property
|
Leasehold improvements
|
Plant and machinery
|
Motor vehicles
|
Fixtures, fittings & computer
equipment
|
Right of use assets ‑
other
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
|
|
At
1 January 2022
|
-
|
997,305
|
30,719
|
248,735
|
410,439
|
327,114
|
946,311
|
2,960,623
|
Charge for the year
|
309,957
|
-
|
30,096
|
297,108
|
341,492
|
238,605
|
-
|
1,217,258
|
Charge for right‑of‑use
assets
|
-
|
962,408
|
-
|
-
|
-
|
-
|
1,087,183
|
2,049,591
|
Transfer intra group
|
-
|
-
|
-
|
5,636
|
-
|
(5,636)
|
-
|
-
|
Disposals
|
-
|
(145,960)
|
(10,219)
|
-
|
(53,089)
|
(1,405)
|
(281,543)
|
(492,216)
|
On revalued assets
|
(309,957)
|
-
|
-
|
-
|
-
|
-
|
-
|
(309,957)
|
Exchange adjustments
|
-
|
-
|
-
|
(612)
|
836
|
(97)
|
-
|
127
|
At
31 December 2022
|
-
|
1,813,753
|
50,596
|
550,867
|
699,678
|
558,581
|
1,751,951
|
5,425,426
|
Charge for the year
|
309,389
|
-
|
30,719
|
438,768
|
402,058
|
315,264
|
-
|
1,496,198
|
Charge for right‑of‑use
assets
|
-
|
1,224,103
|
-
|
-
|
-
|
-
|
1,800,276
|
3,024,379
|
Disposals
|
-
|
(324,440)
|
-
|
(40,158)
|
(206,689)
|
(11,515)
|
(117,615)
|
(700,417)
|
On revalued assets
|
(207,432)
|
-
|
-
|
-
|
-
|
-
|
-
|
(207,432)
|
At
31 December 2023
|
101,957
|
2,713,416
|
81,315
|
949,477
|
895,047
|
862,330
|
3,434,612
|
9,038,154
|
|
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
5,785,000
|
7,979,384
|
268,000
|
1,680,001
|
247,357
|
834,293
|
2,924,686
|
19,718,721
|
At 31
December 2022
|
22,269,664
|
14,900,717
|
256,596
|
3,024,018
|
865,772
|
1,587,759
|
4,395,695
|
47,300,221
|
At 31
December 2023
|
22,022,872
|
13,676,614
|
224,375
|
3,924,465
|
1,496,975
|
1,773,320
|
5,267,068
|
48,385,689
|
|
|
|
|
|
|
|
|
|
|
If the
freehold and long leasehold property had not been included at
valuation, it would have been included under the historical cost
convention as follows:
Cost of
£19,622,872 (2022 £19,584,664)
Depreciation of £704,974 (2022 £449,285)
Net book
value of £18,917,898 (2022 £19,135,379)
|
14.1. Assets held under leases
|
|
The net book value of owned and leased assets
included as "Property, plant and equipment" in the Consolidated
Statement of Financial Position is as follows:
|
|
|
31 December 2023
|
31 December 2022
|
|
|
£
|
£
|
|
|
|
|
|
Property, plant and equipment owned
|
29,442,007
|
28,003,809
|
|
Right‑of‑use assets
|
18,943,682
|
19,296,412
|
|
|
48,385,689
|
47,300,221
|
|
Information about right‑of‑use assets is
summarised below:
Net book value
|
|
|
|
|
31 December 2023
|
31 December 2022
|
|
|
|
|
£
|
£
|
|
Property
|
13,676,614
|
14,900,717
|
|
Motor vehicles & plant and
machinery
|
5,267,068
|
4,395,695
|
|
|
18,943,682
|
19,296,412
|
|
Depreciation charge for the year
ended
|
|
|
|
|
31 December 2023
|
31 December 2022
|
|
|
|
|
£
|
£
|
|
Property
|
1,224,103
|
962,408
|
|
Motor vehicles & plant and
machinery
|
1,800,276
|
1,087,183
|
|
|
3,024,379
|
2,049,591
|
|
14.2 Fair value measurement and
Impairment
|
Fair value
measurement
Included in land and buildings is land with a cost of £6,254,057
(2022 ‑ £6,254,057) which is not depreciated.
The Group's freehold and long leasehold land and buildings are
stated at their revalued amounts, being the fair value at the date
of revaluation, less any subsequent accumulated depreciation and
subsequent accumulated impairment losses.
The Group acquired £4,872,179 freehold and £11,094,728 long
leasehold land and buildings as part of the acquisition of the
Valley Wholesale Carpets. These were valued at a total of
£15,966,907 by the directors at the date of acquisition based on
valuations obtained on 13 July 2022 by BNP Paribas Real Estate,
independent valuers not related to the Group.
The Group obtained valuations on these freehold and leasehold
properties at the reporting date from Gerald Eve LLP.
As the valuations obtained from Gerald Eve were not materially
different to the original valuation, the directors have decided to
revalue both the freehold and leasehold properties back to the
original valuation plus improvements made in the current financial
year.
In addition, the Group holds freehold property in its subsidiary
William Armes Holdings Limited which was valued at £5,500,000 as at
8 February 2024 by Gerald Eve LLP, independent valuers not related
to the Group. The directors do not believe that this valuation is
materially different to the valuation at the year end for this
property.
Gerald Eve LLP and BNP Paribas Real Estate are chartered surveyors
and property consultants that have appropriate qualifications and
recent experience in the fair value measurement of properties in
the relevant locations. The valuation reports have been prepared in
accordance with Royal Institution of Chartered Surveyors ("RICS")
Valuation ‑ Global Standards (incorporating the IVSC International
Valuation Standards) issued November 2021 and effective from 31
January 2022 together, where applicable, with the UK National
Supplement effective from 14 January 2019, together the "Red
Book".
Property valuations are complex, require a degree of judgement and
are based on data that may or may not be publicly available.
Valuation of investment property and the respective inputs have
been classified as level 3 inputs as defined by IFRS 13 Fair Value
Measurement. Level 3 means that the valuation model cannot rely on
inputs that are directly available from an active market; however
there are related inputs from recent property sales that can be
used as a basis.
The freehold property in Sudbury has been valued using the
traditional "all risks" yield method of valuation, having regard to
comparable evidence and current market sentiment. In establishing
fair value, the most significant unobservable input is considered
to be the appropriate yield to apply to the rental income. This is
based on a number of factors including financial covenant strength
of the tenant, location, marketability of the unit if it were to
become vacant, quality of the property and its scope for potential
alternative uses.
The yield applied in the valuation is 6.6%. Assuming all else
stayed the same; a decrease of 1% in the yield would result in an
increase in fair value of £1,032,000. An increase of 1% in the
yield would result in a decrease in fair value of £760,000.
The properties acquired as part of the
acquisition of Valley Wholesale Carpets, consisting of two freehold
units and a long‑leasehold site have been valued using the market
(comparative) method of valuation, multiplying the capital value
per square foot by the size of the respective buildings. In
determining the capital value, the valuers have utilised observable
capital values from recent sales in similar locations, condition
and size to the respective sites.
The revaluation gain on land and buildings for 2023 of £24,389
(2022 ‑ gain of £309,957) has been recognised within Other
Comprehensive Income.
Capital commitments
As at 31 December 2023, the Group had capital commitments totalling
£Nil (2022 ‑ £1,090,204).
|
14.3 Assets pledged as security
|
There is a floating charge against the assets
of the subsidiary Likewise Floors Limited, from NatWest Bank
PLC.
There is a fixed charge over the freehold land and buildings held
by the Group in respect of the bank loans in place for the
Group.
|
Company
|
|
|
|
|
|
|
|
Right of use assets ‑ leasehold
property
|
Leasehold improvements
|
Motor vehicles
|
Fixtures, fittings & computer
equipment
|
Right of use assets ‑
other
|
Total
|
|
£
|
£
|
£
|
£
|
£
|
£
|
Cost or
valuation
|
|
|
|
|
|
|
At 1
January 2022
|
66,422
|
10,219
|
-
|
42,299
|
-
|
118,940
|
Additions
|
5,513,875
|
-
|
112,000
|
8,095
|
39,248
|
5,673,218
|
Disposals
|
(66,422)
|
(10,219)
|
(112,000)
|
-
|
-
|
(188,641)
|
At 31 December
2022
|
5,513,875
|
-
|
-
|
50,394
|
39,248
|
5,603,517
|
Additions
|
-
|
-
|
96,995
|
14,887
|
-
|
111,882
|
At 31
December 2023
|
5,513,875
|
-
|
96,995
|
65,281
|
39,248
|
5,715,399
|
|
|
|
|
|
|
|
|
Right of use assets ‑ leasehold
property
£
|
Leasehold improvements
£
|
Motor vehicles
£
|
Fixtures, fittings & computer
equipment
£
|
Right of use assets -
other
£
|
Total
£
|
Accumulated depreciation and impairment
|
|
|
|
|
|
|
At 1
January 2022
|
66,422
|
10,219
|
-
|
13,495
|
-
|
90,136
|
Charge for
the year
|
-
|
-
|
5,600
|
9,920
|
-
|
15,520
|
Charge for
right‑of‑use assets
|
90,531
|
-
|
-
|
-
|
2,186
|
92,717
|
Disposals
|
(66,422)
|
(10,219)
|
(5,600)
|
-
|
-
|
(82,241)
|
At 31
December 2022
|
90,531
|
-
|
-
|
23,415
|
2,186
|
116,132
|
Charge for
the year
|
-
|
-
|
6,466
|
11,255
|
-
|
17,721
|
Charge for right‑of‑use
assets
|
319,400
|
-
|
-
|
-
|
13,083
|
332,483
|
At
31 December 2023
|
409,931
|
-
|
6,466
|
34,670
|
15,269
|
466,336
|
Net
book value
|
|
|
|
|
|
|
At 1 January 2022
|
-
|
-
|
-
|
28,804
|
-
|
28,804
|
At 31 December 2022
|
5,423,344
|
-
|
-
|
26,979
|
37,062
|
5,487,385
|
At 31 December 2023
|
5,103,944
|
-
|
90,529
|
30,611
|
23,979
|
5,249,063
|
|
|
|
|
|
|
|
|
|
|
|
14.4. Assets held under leases
|
|
The net book value of owned and leased assets
included as "Property, plant and equipment" in the Company
Statement of Financial Position is as follows:
|
|
|
31 December 2023
|
31 December 2022
|
|
|
£
|
£
|
|
|
|
|
|
Property, plant and equipment owned
|
121,140
|
26,979
|
|
Right‑of‑use assets
|
5,127,923
|
5,460,406
|
|
|
5,249,063
|
5,487,385
|
|
Information about right‑of‑use assets is
summarised below:
Net book value
|
|
|
|
|
31 December 2023
|
31 December 2022
|
|
|
|
|
£
|
£
|
|
Property
|
5,103,944
|
5,423,344
|
|
Motor vehicles & plant and
machinery
|
23,979
|
37,062
|
|
|
5,127,923
|
5,460,406
|
15.
|
Intangible assets
|
|
Group
|
|
|
|
|
|
|
|
Delta Carpets Customer base
|
Likewise Floors Customer base
|
Delta Carpets Brandname
|
Software
|
Likewise Floors Brandname
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Cost
|
|
|
|
|
|
|
|
At 1 January
2022
|
-
|
2,122,349
|
-
|
-
|
2,189,075
|
4,311,424
|
|
Additions on
acquisition of subsidiary
|
513,684
|
-
|
540,710
|
-
|
-
|
1,054,394
|
|
At 31 December
2022
|
513,684
|
2,122,349
|
540,710
|
-
|
2,189,075
|
5,365,818
|
|
Additions
|
-
|
-
|
-
|
133,983
|
-
|
133,983
|
|
At 31 December
2023
|
513,684
|
2,122,349
|
540,710
|
133,983
|
2,189,075
|
5,499,801
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delta Carpets Customer base
|
Likewise Floors Customer base
|
Delta Carpets Brandname
|
Software
|
Likewise Floors Brandname
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
|
Accumulated
amortisation and impairment
|
|
|
|
|
|
|
|
At 1 January 2022
|
-
|
389,097
|
-
|
-
|
401,330
|
790,427
|
|
Charge for the year
|
38,526
|
141,490
|
40,553
|
-
|
145,938
|
366,507
|
|
At 31 December
2022
|
38,526
|
530,587
|
40,553
|
-
|
547,268
|
1,156,934
|
|
Charge for the year
|
51,368
|
141,490
|
54,071
|
11,503
|
145,938
|
404,370
|
|
At 31 December
2023
|
89,894
|
672,077
|
94,624
|
11,503
|
693,206
|
1,561,304
|
|
Net book
value
|
|
|
|
|
|
|
|
At 1 January 2022
|
-
|
1,733,252
|
-
|
-
|
1,787,745
|
3,520,997
|
|
At 31 December 2022
|
475,158
|
1,591,762
|
500,157
|
-
|
1,641,807
|
4,208,884
|
|
At 31 December 2023
|
423,790
|
1,450,272
|
446,086
|
122,480
|
1,495,869
|
3,938,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
£
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
Additions
|
|
|
|
|
133,983
|
|
At 31 December
2023
|
|
|
|
|
133,983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Software
£
|
|
Accumulated
amortisation and impairment
|
|
|
Charge for the year
|
|
|
|
|
11,503
|
|
At 31 December
2023
|
|
|
|
|
11,503
|
|
Net book
value
|
|
|
|
|
|
|
At 31 December 2023
|
|
|
|
|
122,480
|
16.
|
Goodwill
|
|
Group
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Cost
|
5,624,284
|
5,624,284
|
|
|
5,624,284
|
5,624,284
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Cost
|
|
|
|
At 1 January
|
5,624,284
|
4,216,728
|
|
Additions on acquisition of
subsidiaries
|
-
|
1,407,556
|
|
At 31 December
|
5,624,284
|
5,624,284
|
|
Accumulated impairment
|
|
|
|
At 31 December
|
-
|
-
|
|
16.1 Allocation of goodwill to cash generating
units
|
|
The carrying amount of goodwill has all been
allocated to the Group's primary activity of wholesale distribution
and has been allocated to trading brands as follows:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Likewise Floors Limited
|
3,253,210
|
3,253,210
|
|
Lewis Abbott Limited
|
467,847
|
467,847
|
|
H&V Carpets BVBA
|
307,230
|
307,230
|
|
A. & A. Carpets Limited
|
188,441
|
188,441
|
|
Valley Wholesale Carpets Limited
|
234,864
|
234,864
|
|
Delta Carpets Limited
|
1,172,692
|
1,172,692
|
|
|
5,624,284
|
5,624,284
|
|
The Group tests goodwill annually for
impairment, or more frequently if there are indications that
goodwill might be impaired.
The goodwill is a reflection of the benefit the acquisitions of
subsidiaries will have on the Group by offering greater geographic
coverage and providing the opportunity to expand this further than
is currently the case. The acquisitions will benefit from the
collective marketing and the enhanced product range available to
all Group companies. Ultimately this will enable the acquired
businesses and the existing Group members to provide an improved
customer service, across a wider geographic area, with a greater
product portfolio designed to help the Group to continue its
development.
The Group has conducted an analysis of the sensitivity of the
impairment test to changes in the key assumptions used in the
supporting five year forecasts being a discount rate of 12% and
growth rates ranging from 3 ‑ 11% dependent on the specific
CGU.
|
Likewise Floors Limited
The break even point of goodwill for Likewise
Floors Limited is at a growth level of ‑10.4% with terminal growth
factor of 2%.
Lewis
Abbott Limited
The break even point of goodwill for Lewis
Abbott Limited is at a growth level of ‑62.1% with terminal growth
factor of 2%.
H&V Carpets BVBA
The break even point of goodwill for H&V
Carpets BVBA is at a growth level of ‑1.1% with terminal growth
factor of 1%.
A.
& A. Carpets Limited
The break even point of goodwill for A. &
A. Carpets Limited is at a growth level of ‑1.7% with terminal
growth factor of 1%.
Valley
Wholesale Carpets Limited
The break even point of goodwill for Valley
Wholesale Carpets Limited is at a growth level of ‑18.4% with
terminal growth factor of 1%.
Delta
Carpets Limited
The break even point of goodwill for Delta
Carpets Limited is at a growth level of ‑8.0% with terminal growth
factor of 1%.
17.
|
Subsidiaries
|
|
|
Details of the Group's material subsidiaries at
the end of the reporting period are as follows:
|
|
|
Name of subsidiary
|
|
Principal activity
|
Place of incorporation and operation
|
Proportion of ownership interest and voting
power held by the Group (%)
|
|
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
|
|
|
|
|
|
1) Likewise Floors Limited
|
Wholesale distribution of floor coverings and
associated products
|
England & Wales
|
100
|
100
|
|
2) H&V Carpets BVBA
|
Wholesale distribution of floor coverings and
associated products
|
Belgium
|
100
|
100
|
|
3) Valley Wholesale Carpets (2004)
Limited
|
Holding company
|
England & Wales
|
100
|
100
|
|
4) Valley Wholesale Carpets Limited (100%
subsidiary of Valley Wholesale Carpets (2004) Limited)
|
Wholesale distribution of floor coverings and
associated products
|
England & Wales
|
100
|
100
|
|
5) Delta Carpets (Holdings) Limited (100%
subsidiary of Likewise Floors Limited)
|
Holding company
|
England & Wales
|
100
|
100
|
|
6) Delta Carpets Limited (100% subsidiary of
Delta Carpets (Holdings) Limited)
|
Dormant company
|
England & Wales
|
100
|
100
|
|
7) Likewise Holdings Limited (formerly William
Armes Holdings Limited)
|
Holding company
|
England & Wales
|
100
|
100
|
|
8) William Armes Limited (100% subsidiary of
William Armes Holdings Limited)
|
Dormant company
|
England & Wales
|
100
|
100
|
|
9) A. & A. Carpets Limited
|
Dormant company
|
England & Wales
|
100
|
100
|
|
10) Likewise Trading Limited
|
Holding company
|
England & Wales
|
100
|
100
|
|
11) Lewis Abbott Limited (100% subsidiary of
Likewise Trading Limited)
|
Dormant company
|
England & Wales
|
100
|
100
|
|
12) Factory Flooring Outlet Ltd (100%
subsidiary of Likewise Floors Limited)
|
Dormant company
|
England & Wales
|
100
|
100
|
|
13) Likewise Limited
|
Dormant company
|
England & Wales
|
100
|
100
|
|
|
|
|
|
|
|
|
|
|
|
The registered offices of H&V Carpets BVBA
are Nijverheidsstraat 26, 8760 Meulebeke, Belgium. The registered
offices of all other companies within the Group are Unit 4 Radial
Park, Radial Way, Birmingham Business Park, Solihull, England, B37
7WN.
|
|
|
Company ‑ Shares in Group undertakings
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£
|
£
|
|
At 1 January
|
|
42,119,270
|
11,738,831
|
|
Additions
|
|
-
|
30,158,850
|
|
Share options
|
|
190,115
|
221,589
|
|
|
|
42,309,385
|
42,119,270
|
|
|
|
|
|
|
|
|
The Group considers impairment of its
subsidiaries annually, this is assessed in the context of the
Group's structure, and if appropriate an impairment provision is
made.
|
18.
|
Inventories
|
|
Group
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Finished goods and goods for resale
|
20,253,799
|
18,388,527
|
|
|
20,253,799
|
18,388,527
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Amounts of inventories recognised as an expense
during the year
|
97,306,471
|
87,172,444
|
|
Amounts of inventories impaired during the
year
|
1,123,021
|
395,225
|
|
The Company did not hold any inventories in
either the current or prior year.
|
|
19.
|
Trade and other receivables
|
|
|
|
Group
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
|
Trade receivables
|
12,802,078
|
12,007,770
|
|
Less: provision for impairment of trade
receivables
|
(369,399)
|
(302,989)
|
|
Trade receivables ‑ net
|
12,432,679
|
11,704,781
|
|
Prepayments
|
2,309,125
|
1,586,490
|
|
Other receivables
|
2,938,182
|
2,282,032
|
|
Total trade and other receivables
|
17,679,986
|
15,573,303
|
|
Total current portion
|
(17,679,986)
|
(15,573,303)
|
|
Company
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
|
Receivables from related parties
|
6,543,832
|
8,265,009
|
|
Total financial assets other than cash and cash
equivalents classified as loans and receivables
|
6,543,832
|
8,265,009
|
|
Prepayments
|
355,900
|
72,722
|
|
Other receivables
|
50,121
|
31,205
|
|
Total trade and other receivables
|
6,949,853
|
8,368,936
|
|
Less: current portion ‑ prepayments and accrued
income
|
(355,900)
|
(72,722)
|
|
Less: current portion ‑ other
receivables
|
(50,121)
|
(31,205)
|
|
Less: current portion ‑ receivables from
related parties
|
(6,543,832)
|
(8,265,009)
|
|
Total current portion
|
(6,949,853)
|
(8,368,936)
|
|
Total non‑current portion
|
-
|
-
|
|
All of the above amounts are financial assets
of the Group and Parent Company except certain prepayments.
The directors consider the carrying value of Group trade and other
receivables is approximate to its fair value, after incorporating
an impairment provision of £369,399 (2022 ‑ £302,989).
Trade receivables comprise amounts due from customers for goods
sold. The Group's normal trade credit terms range from 30 to 60
days and therefore all are classified as current. There are a
limited number of customers who are granted extended credit terms
but these are not considered material to the financial statements.
Trade receivables are recognised initially at the amount of
consideration that is unconditional. The Group holds the trade
receivables with the objective to collect the contractual cash
flows and therefore measures them subsequently at amortised
cost.
The Group's credit risk is primarily attributable to its trade
receivables. The amounts presented in the Consolidated Statement of
Financial Position are net of allowances for doubtful receivables.
An allowance for impairment is made where there is an identified
loss event which, based on previous experience, is evidence of a
reduction in the recoverability of the cash flows. The Group has no
significant concentration of credit risk, with exposure spread over
a large number of customers.
|
|
|
Group
|
Group
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
|
Not more than 30 days
|
7,060,259
|
6,360,941
|
|
More than 30 days but not more than 60
days
|
3,957,155
|
3,638,050
|
|
More than 60 days but not more than 90
days
|
773,893
|
986,714
|
|
More than 90 days but not more than 120
days
|
126,006
|
135,723
|
|
More than 120 days
|
884,765
|
886,342
|
|
Loss allowance
|
(369,399)
|
(302,989)
|
|
|
12,432,679
|
11,704,781
|
|
The expected credit loss allowance is calculated using a weighted
probability of loss based on age of the receivable:
|
|
|
|
|
|
2023
|
ECL
|
|
|
|
|
|
£
|
|
|
|
|
|
|
More than 90 days but not more than 120 days ‑
5% (adjusted ‑ see below)
|
114,420
|
5,721
|
|
More than 120 days ‑ 50% (adjusted for payment
plans ‑ see below)
|
591,765
|
295,883
|
|
Additional loss allowance
|
-
|
67,795
|
|
|
706,185
|
369,399
|
|
The debtors balance to which the ECL has been
applied has been adjusted where there are specific payment plans in
place.
|
|
|
|
|
|
2023
|
|
|
|
|
|
£
|
|
Reconciliation of ECL allowance
balance
|
|
|
Balance at 1 January
|
302,989
|
|
ECL allowance charged to profit or
loss
|
266,087
|
|
Other movements
|
(199,677)
|
|
|
369,399
|
|
The carrying amounts of the trade receivables
include receivables which are subject to a factoring agreement.
Under this arrangement, the subsidiary trading companies have
transferred the relevant receivables to the factor in exchange for
cash and are prevented from selling or pledging the receivables.
However, the subsidiaries retain the late payment and credit risk.
The Group therefore continues to recognise the transferred assets
in their entirety in its Consolidated Statement of Financial
Position. The amount repayable under the factoring agreement is
presented as secured borrowing. The Group considers the held to
collect business model to remain appropriate for these receivables
and hence continues measuring them at amortised cost.
|
|
The relevant carrying amounts are:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Factored receivables
|
6,873,509
|
5,851,797
|
|
Associated secured borrowings
|
(5,155,132)
|
(4,389,016)
|
20.
|
Cash and cash equivalents
|
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
Cash at bank and in hand
|
5,709,229
|
5,913,155
|
182,420
|
689,259
|
|
|
5,709,229
|
5,913,155
|
182,420
|
689,259
|
21.
|
Trade and other payables
|
|
|
|
Group
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
|
Trade payables
|
21,638,744
|
18,106,217
|
|
Other payables
|
533,997
|
429,321
|
|
Accruals
|
1,462,027
|
1,727,216
|
|
Total financial liabilities, excluding loans
and borrowings, classified as financial liabilities measured at
amortised cost
|
23,634,768
|
20,262,754
|
|
Other payables ‑ tax and social security
payments
|
1,880,688
|
1,707,672
|
|
Deferred consideration
|
4,250,515
|
5,380,365
|
|
Total trade and other payables
|
29,765,971
|
27,350,791
|
|
Less: current portion ‑ trade
payables
|
(21,638,744)
|
(18,106,217)
|
|
Less: current portion ‑ other
payables
|
(2,414,685)
|
(2,136,993)
|
|
Less: current portion ‑ accruals
|
(1,462,027)
|
(1,727,216)
|
|
Less: current portion ‑ deferred
consideration
|
(4,250,515)
|
(1,000,000)
|
|
Total current portion
|
(29,765,971)
|
(22,970,426)
|
|
Total non‑current position
|
-
|
4,380,365
|
|
Company
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
|
|
|
|
Trade payables
|
258,578
|
27,657
|
|
Payables to related parties
|
10,564,144
|
9,569,537
|
|
Other payables
|
1,350
|
1,350
|
|
Accruals
|
254,491
|
480,257
|
|
Total financial liabilities, excluding loans
and borrowings, classified as financial liabilities measured at
amortised cost
|
11,078,563
|
10,078,801
|
|
Other payables ‑ tax and social security
payments
|
110,700
|
116,772
|
|
Deferred consideration
|
3,855,000
|
4,984,750
|
|
Total trade and other payables
|
15,044,263
|
15,180,323
|
|
Less: current portion ‑ trade
payables
|
(258,578)
|
(27,657)
|
|
Less: current portion ‑ payables to related
parties
|
(10,564,144)
|
(9,569,537)
|
|
Less: current portion ‑ other
payables
|
(112,050)
|
(118,122)
|
|
Less: current portion ‑ accruals
|
(254,491)
|
(480,257)
|
|
Less: current portion ‑ deferred
income
|
(3,855,000)
|
(1,000,000)
|
|
Total current portion
|
(15,044,263)
|
(11,195,573)
|
|
Total non‑current position
|
-
|
3,984,750
|
|
Trade payables and accruals principally
comprise amounts outstanding in relation to trade purchases and
ongoing costs. Trade payables are unsecured and the Group has
financial risk management procedures in place to ensure that all
payables are paid within pre‑agreed credit terms.
The directors consider the carrying value of trade and other
receivables is approximate to its fair value due to their short
term nature.
All of the above amounts are financial liabilities of the Group and
Parent Company except social security and other taxes.
|
|
22.
|
Loans and borrowings
|
|
Group
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
Non‑current
|
|
|
|
Bank loans ‑ secured
|
2,342,222
|
1,456,025
|
|
Lease liabilities
|
18,401,597
|
18,766,025
|
|
|
20,743,819
|
20,222,050
|
|
Current
|
|
|
|
Bank loans and invoice discounting
facility
|
5,273,300
|
4,595,139
|
|
Lease liabilities
|
4,373,760
|
3,182,373
|
|
|
9,647,060
|
7,777,512
|
|
Total loans and borrowings
|
30,390,879
|
27,999,562
|
|
Company
|
|
|
2023
|
2022
|
|
|
£
|
£
|
|
Non‑current
|
|
|
|
Bank loans ‑ secured
|
2,342,222
|
1,456,025
|
|
Lease liabilities
|
5,187,733
|
5,226,397
|
|
|
7,529,955
|
6,682,422
|
|
Current
|
|
|
|
Bank loans ‑ secured
|
118,168
|
206,123
|
|
Lease liabilities
|
376,067
|
320,191
|
|
|
494,235
|
526,314
|
|
Total loans and borrowings
|
8,024,190
|
7,208,736
|
|
The directors consider that the carrying amount
of the invoice discounting facility and bank loan approximates
their fair value.
The invoice discounting facility is secured against the related
trade debtor balances and by a floating charge over the assets of
the Group. The invoice discounting facility is denominated in
Sterling and Euro.
The invoice discounting facility is held for Likewise Floors
Limited and has a fixed service charge of £18,000 per annum.
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Amounts repayable under bank loans ‑ Group and
Company
|
|
|
|
Within one year
|
118,168
|
206,123
|
|
In the second to fifth year
inclusive
|
462,401
|
706,822
|
|
Beyond five years
|
1,879,821
|
749,203
|
|
|
2,460,390
|
1,662,148
|
|
During the year the Company restructured their
bank loans resulting in a principal loan value of £2,495,000 drawn
down in July 2023. Repayments commenced in September 2023 and will
continue until July 2038. The loan is secured by a fixed and
floating charge over the Group's assets. The loan carries interest
at on a floating rate basis with interest at Bank of England rate
plus a margin of 2.35%.
This loan is at a floating interest rate and exposes the Group to
fair value interest rate risk.
On 8 December 2023, the subsidiary company Valley Wholesale Carpets
Limited entered a trade loan facility agreement with Barclays Bank
Plc. This agreement provides the company with the facility to
drawdown up to a maximum limit of £2,500,000 available at their
request. No funds were drawn down at 31 December 2023.
|
|
23.
|
Leases
|
|
Group
|
|
(i) Leases as a lessee
|
|
The Group's leases include leases for
buildings, plant and motor vehicles. The average lease term is 13
years for buildings and 4 years for other fixed assets.
Various lease incentives of rent‑free or reduced rent periods are
included in the measurement of the right‑of‑use asset and lease
liability at inception of the lease. These predominantly relate to
the Group's property lease portfolio.
|
|
Lease liabilities are due as
follows:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Contractual undiscounted cash flows
due
|
|
|
|
Not later than one year
|
4,613,991
|
3,357,091
|
|
Between one year and five years
|
11,812,221
|
11,018,626
|
|
Later than five years
|
13,109,026
|
15,073,388
|
|
|
29,535,238
|
29,449,105
|
|
|
|
|
|
Lease liabilities included in the Consolidated
Statement of Financial Position at 31 December
|
22,775,357
|
21,948,398
|
|
|
|
|
|
Non‑current
|
18,401,597
|
18,766,025
|
|
Current
|
4,373,760
|
3,182,373
|
|
The following amounts in respect of leases have
been recognised in profit or loss:
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£
|
£
|
|
Interest expense on lease
liabilities
|
1,038,548
|
571,009
|
|
Depreciation on lease liabilities
|
3,024,379
|
2,049,591
|
|
Profit on termination of lease
liabilities
|
(18,358)
|
(34,535)
|
|
Expense relating to short‑term
leases
|
360,946
|
324,539
|
|
|
Company
|
|
(ii) Leases as a lessee
|
|
The Company's leases include leases for
buildings and other assets. The average lease term is 15 years for
buildings and 3 years for other fixed assets.
|
|
Lease liabilities are due as
follows:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
Contractual undiscounted cash flows
due
|
|
|
|
Not later than one year
|
376,406
|
328,506
|
|
Between one year and five years
|
2,295,234
|
2,100,777
|
|
Later than five years
|
6,709,897
|
7,280,760
|
|
|
9,381,537
|
9,710,043
|
|
|
|
|
|
Lease liabilities included in the Company
Statement of Financial Position at 31 December
|
5,563,800
|
5,546,588
|
|
|
|
|
|
Non‑current
|
5,187,733
|
5,226,397
|
|
Current
|
376,067
|
320,191
|
|
The following amounts in respect of leases have
been recognised in profit or loss:
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£
|
£
|
|
Interest expense on lease
liabilities
|
347,292
|
42,148
|
|
Depreciation on lease liabilities
|
332,483
|
92,717
|
|
Expense relating to short‑term
leases
|
45,754
|
25,704
|
24.
|
Financial instruments
|
|
Classification
of financial instruments
The fair value hierarchy groups financial assets and liabilities
into three levels based on the significance of inputs used in
measuring the fair value of the financial assets and
liabilities.
The fair value hierarchy has the following levels:
• Level 1: quoted prices (unadjusted) in active markets for
identical assets or liabilities;
• Level 2: inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
The level within which the financial asset or liability is
classified is determined based on the lowest level of significant
input to the fair value measurement.
The only financial instruments the Group holds which are measured
at fair value through the Income Statement (as level 2 above) are
forward currency contracts (see note 26) and deferred consideration
in relation to shares issued on acquisition of subsidiaries. The
deferred consideration liability held at fair value at 31 December
2023 totalled £4,250,515 (2022 ‑ £4,380,365). All other financial
assets and liabilities are held at amortised cost.
The tables below set out the Group's accounting classification of
each class of its financial assets and liabilities.
|
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£
|
£
|
£
|
£
|
|
Financial assets at amortised cost
|
|
|
|
|
|
Trade receivables
|
12,432,679
|
11,704,781
|
-
|
-
|
|
Amounts owed by Group undertakings
|
-
|
-
|
6,543,832
|
8,265,009
|
|
Other receivables
|
2,938,182
|
2,282,032
|
50,121
|
31,205
|
|
Cash and cash equivalents
|
5,709,229
|
5,913,155
|
182,420
|
689,259
|
|
|
21,080,090
|
19,899,968
|
6,776,373
|
8,985,473
|
|
All of the above financial assets' carrying
values are approximate to their fair values, as at each reporting
date disclosed.
|
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£
|
£
|
£
|
£
|
|
Non current financial liabilities
|
|
|
|
|
|
Bank loans ‑ amortised cost
|
2,342,222
|
1,456,025
|
2,342,222
|
1,456,025
|
|
Deferred consideration ‑ held at fair
value
|
-
|
4,380,365
|
-
|
3,984,750
|
|
|
2,342,222
|
5,836,390
|
2,342,222
|
5,440,775
|
|
|
Group
|
Group
|
Company
|
Company
|
|
|
2023
|
2022
|
2023
|
2022
|
|
|
£
|
£
|
£
|
£
|
|
Current financial liabilities at amortised cost
unless otherwise stated
|
|
|
|
|
|
Trade payables
|
21,638,744
|
18,106,217
|
258,578
|
27,657
|
|
Amounts owed to Group undertakings
|
-
|
-
|
10,564,144
|
9,569,537
|
|
Deferred consideration ‑ held at fair
value
|
4,250,515
|
-
|
3,855,000
|
-
|
|
Deferred consideration ‑ amortised
cost
|
-
|
1,000,000
|
-
|
1,000,000
|
|
Other payables
|
533,997
|
429,321
|
1,350
|
1,350
|
|
Accruals
|
1,462,027
|
1,727,216
|
254,491
|
480,257
|
|
Invoice discounting facility
|
5,155,132
|
4,389,016
|
-
|
-
|
|
Bank loans ‑ current
|
118,168
|
206,123
|
118,168
|
206,123
|
|
|
33,158,583
|
25,857,893
|
15,051,731
|
11,284,924
|
|
All of the above financial liabilities'
carrying values are considered by management to be approximate to
their fair values, as at each reporting date disclosed.
|
25.
|
Provisions
|
|
|
Group
|
|
|
|
|
Dilapidation provision
£
|
|
|
At 1 January 2023
|
|
50,075
|
|
|
Utilised during the year
|
|
(4,972)
|
|
|
At 31 December
2023
|
|
45,103
|
|
|
Due within one year or less
|
|
45,103
|
|
|
|
|
45,103
|
|
26.
|
Financial instrument risk exposure and
management
|
|
26.1 Financial risk management
objectives
|
|
The Group's operations expose it to degrees of
financial risk that include liquidity risk, credit risk, interest
rate risk, and foreign currency risk.
This note describes the Group's objectives, policies and process
for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is
presented in the notes above.
|
26.2 Foreign currency risk
|
|
Most of the Group's transactions are carried
out in GBP. Exposures to foreign currency exchange rates arise from
the Group's overseas sales and purchases, which are denominated in
a number of currencies, primarily EUR and USD.
|
|
The Group assesses exposure and takes out
forward currency contracts to mitigate this foreign exchange risk.
As at the 31 December 2023, the value of forward contracts held by
the subsidiary companies were as follows:
Likewise Floors Limited held forward Euro
contracts totalling €615,576 (2022 ‑ €1,191,033) and forward USD
contracts totalling $3,975,491 (2022 ‑ $299,300).
These contracts crystallise between January and May
2024.
|
|
|
The Group has secured debt consisting of an
invoice discounting facility and bank loan.
The interest on the bank loan and discounting facility are at
floating rates. Interest rate risk is high due to the volatility
experienced during 2023 and the current economic climate of both
the UK and worldwide economy.
Bank loan
The directors have performed a sensitivity analysis which shows the
impact on the loan for the coming year should the base rates rise a
further 5% from 5.25% to 10.25% after the year end. This would
result in a negative impact to the cash‑flow over the coming 12
months of £0.1m. In this unlikely scenario, management would look
at the options available for refinancing.
Invoice discounting
The directors have performed a sensitivity analysis which shows the
impact on the invoice financing for the coming year should the base
rates rise a further 5% from 5.25% to 10.25% after the year end.
This would result in a negative impact to cash‑flow over the coming
12 months of £0.3m. In this unlikely scenario, management would
look at reducing the amount of debtors financed or other
alternative methods of finance.
Forecasts are currently showing that interest rates should remain
stable or potentially fall as we move into Q2 of 2024.
The directors do not deem this to be a significant risk.
The Group's credit risk is primarily
attributable to its cash balances and trade receivables.
In respect of trade and other receivables, the Group is not exposed
to any significant credit risk exposure to any single counter party
or any group of counterparties having similar characteristics.
Trade receivables consist of a large number of customers in various
industries and geographical areas. Based on historical information
about customer default rates management consider the credit quality
of trade receivables that are not past due or impaired to be
good.
The ageing profile of the trade receivables balance can be seen in
note 19 above.
The Group's total credit risk amounts to the total of the sum of
the receivables and cash and cash equivalents. At the 2023
reporting date this amounts to £21,080,090 (2022 ‑
£19,899,968).
|
26.5 Liquidity
risk
Liquidity and interest risk tables
The following tables detail the Group's
remaining contractual maturity for its non‑derivative financial
liabilities with agreed repayment periods. The tables have been
drawn up based on the undiscounted cash flows of financial
liabilities based on the earliest date on which the Group can be
required to pay. The tables include both interest and principal
cash flows. To the extent that interest flows are floating rate,
the undiscounted amount is derived from interest rate curves at the
end of the reporting period. The contractual maturity is based on
the earliest date on which the Group may be required to
pay.
|
|
|
Carrying amount
|
Total
|
1 ‑ 3 months
|
3 ‑ 12 months
|
1 ‑ 2 years
|
2 ‑ 5 years
|
More than 5 years
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
31 December 2023
|
|
|
|
|
|
|
|
|
|
Trade payables
|
21,638,744
|
21,638,744
|
21,638,744
|
-
|
-
|
-
|
-
|
|
|
Other taxation and social
security
|
1,880,688
|
1,880,688
|
1,880,688
|
-
|
-
|
-
|
-
|
|
|
Other payables
|
533,997
|
533,997
|
533,997
|
-
|
-
|
-
|
-
|
|
|
Accruals
|
1,462,027
|
1,462,027
|
1,462,027
|
-
|
-
|
-
|
-
|
|
|
Lease liabilities
|
22,775,357
|
29,535,238
|
1,141,830
|
3,472,161
|
4,263,852
|
7,548,369
|
13,109,026
|
|
|
Invoice discounting
facility
|
5,155,132
|
5,155,132
|
5,155,132
|
-
|
-
|
-
|
-
|
|
|
Bank loans
|
2,460,390
|
4,076,204
|
92,641
|
208,442
|
277,923
|
833,769
|
2,663,429
|
|
|
Deferred consideration
|
4,250,515
|
4,250,515
|
4,250,515
|
-
|
-
|
-
|
-
|
|
|
|
60,156,850
|
68,532,545
|
36,155,574
|
3,680,603
|
4,541,775
|
8,382,138
|
15,772,455
|
|
|
31 December 2022
|
|
|
|
|
|
|
|
|
|
Trade payables
|
18,106,217
|
18,106,217
|
18,106,217
|
-
|
-
|
-
|
-
|
|
|
Other taxation and social
security
|
1,707,672
|
1,707,672
|
1,707,672
|
-
|
-
|
-
|
-
|
|
|
Other payables
|
429,321
|
429,321
|
429,321
|
-
|
-
|
-
|
-
|
|
|
Accruals
|
1,727,216
|
1,727,216
|
1,727,216
|
-
|
-
|
-
|
-
|
|
|
Lease liabilities
|
21,948,398
|
29,449,105
|
855,576
|
2,501,515
|
3,490,139
|
7,528,487
|
15,073,388
|
|
|
Invoice discounting
facility
|
4,389,016
|
4,389,016
|
4,389,016
|
-
|
-
|
-
|
-
|
|
|
Bank loans
|
1,662,148
|
2,293,057
|
53,013
|
159,037
|
212,050
|
636,150
|
1,232,807
|
|
|
Deferred consideration
|
5,380,365
|
5,380,565
|
1,000,000
|
-
|
4,380,565
|
-
|
-
|
|
|
|
55,350,353
|
63,482,169
|
28,268,031
|
2,660,552
|
8,082,754
|
8,164,637
|
16,306,195
|
|
|
27.
|
Capital management
|
|
The Group's capital management objectives
are:
• To ensure the Group's ability to continue as a going concern;
and
• To provide long term returns to shareholders.
The Group defines and monitors capital on the basis of the carrying
amount of equity plus its outstanding borrowings, less cash and
cash equivalents as presented on the face of the Consolidated
Statement of Financial Position as detailed below:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Equity
|
39,522,581
|
39,111,269
|
|
Borrowings
|
30,390,879
|
27,999,562
|
|
Cash and cash equivalents
|
(5,709,229)
|
(5,913,155)
|
|
|
64,204,231
|
61,197,676
|
|
The board of directors monitors the level of
capital as compared to the Group's commitments and adjusts the
level of capital as is determined to be necessary by issuing new
shares or adjusting the level of debt. The Group is not subject to
any externally imposed capital requirements.
|
28.
|
Share capital
|
|
Consolidated and Company
|
|
Authorised
|
|
|
|
2023
|
2023
|
|
|
Number
|
£
|
|
|
|
|
|
Shares treated as equity
|
|
|
|
Ordinary shares of £0.01 each
|
243,964,480
|
2,439,645
|
|
|
243,964,480
|
2,439,645
|
|
Issued and fully paid
|
|
|
|
2023
|
2023
|
|
|
Number
|
£
|
|
|
|
|
|
Ordinary shares of £0.01 each
|
|
|
|
At 1 January
|
243,835,980
|
2,438,360
|
|
Shares issued
|
128,500
|
1,285
|
|
At 31 December
|
243,964,480
|
2,439,645
|
|
The Company has one class of ordinary share
which carry no right to fixed income.
On 2 May 2023, the Company allotted 22,500 new £0.01 Ordinary
Shares for consideration of £0.10 per share, totalling £2,250.
These shares were issued under the Company's SAYE scheme.
On 8 September 2023, the Company allotted 106,000 new £0.01
Ordinary Shares for consideration of £0.10 per share, totalling
£10,600. These shares were issued under the Company's SAYE
scheme.
|
29.
|
Share premium
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
Share premium at 1 January
|
17,384,625
|
22,458,816
|
|
Premium on shares issued in the year
|
11,565
|
17,447,908
|
|
Share issue costs
|
-
|
(522,099)
|
|
Reduction of share premium
|
-
|
(22,000,000)
|
|
Share premium at 31 December
|
17,396,190
|
17,384,625
|
|
See note 28 for details of shares issued in the
year.
|
Share capital
This represents the nominal value of shares that have been
issued.
Share premium
This reflects proceeds generated on issue of
shares in excess of their nominal value and is a non‑distributable
reserve.
Revaluation reserve
This is used to record increases in the fair
value of fixed assets and decreases to the extent that the decrease
relates to a previous increase on the same asset. The revaluation
reserve is a non‑distributable reserve. The excess depreciation on
revalued assets in comparison to historical cost depreciation is
transferred from the revaluation reserve to retained
earnings.
Foreign exchange reserve
This reflects the exchange differences on the
translation of the foreign subsidiary.
Retained earnings
This includes all current and prior period
gains and losses.
Share option
reserve
This represents the cumulative fair value of options granted.
Warrant reserve
This represents the cumulative fair value of warrants
granted.
31.
|
Warrants over ordinary shares
|
On 9 January 2019, the Company issued warrants
over 1,800,000 shares as part of the IPO at a price of £0.10 per
share.
On 1 May 2019, the Company issued warrants over 1,000,000 shares as
part of the acquisition of H&V Carpets BVBA at a price of £0.30
per share. The fair value of the warrants at the date of grant was
considered to be £128,170.
Warrants are exercisable at any date in the ten years following the
date of grant and none had been exercised as at 31 December
2023.
On 25 October 2023, the Company issued warrants over 100,000 shares
to WH Ireland Limited following their appointment as joint broker
to the Group. Warrants were issued at a price of £0.05 per warrant
share and are exercisable from 2 April 2024, up to the fifth
anniversary from the date of the warrant instrument
agreement.
32.
|
Analysis of amounts recognised in other
comprehensive income
|
|
|
Note
|
Revaluation reserve
|
Foreign exchange
reserve
|
Retained earnings
|
|
|
|
£
|
£
|
£
|
|
Year to 31 December 2023
|
|
|
|
|
|
Property revaluation
|
14
|
24,389
|
-
|
-
|
|
Deferred tax on property revaluation
|
11
|
(6,097)
|
-
|
-
|
|
Translation in relation to foreign
subsidiary
|
|
-
|
(7,015)
|
-
|
|
Transfer to/from retained earnings
|
|
(53,700)
|
-
|
53,700
|
|
|
|
(35,408)
|
(7,015)
|
53,700
|
|
|
|
|
|
|
|
|
Note
|
Revaluation reserve
|
Foreign exchange
reserve
|
Retained earnings
|
|
|
|
£
|
£
|
£
|
|
Year to 31 December 2022
|
|
|
|
|
|
Property revaluation
|
14
|
309,957
|
-
|
-
|
|
Actuarial losses on pension
|
33
|
-
|
-
|
(5,000)
|
|
Translation in relation to foreign
subsidiary
|
|
-
|
16,138
|
-
|
|
Transfer to/from retained earnings
|
|
(53,700)
|
-
|
53,700
|
|
|
|
256,257
|
16,138
|
48,700
|
33.
|
Retirement plans
|
|
Defined
contribution scheme
The Group operates a defined contribution pension scheme, the
assets of which are held separately from those of the Group in an
independently administered fund. Contributions made by the Group to
the scheme during the year amounted to £513,550 (2022 ‑ £500,267).
The amount outstanding at the reporting date in respect of
contributions to the scheme were £98,970 (2022 ‑
£114,241).
|
|
(i) Defined benefit scheme characteristics and
funding
|
|
Likewise Floors Limited, a subsidiary of the
Group, operates a pension scheme providing benefits based on final
pensionable pay. The Scheme is closed to new members and is closed
to future accrual. For pensions earned after 5 April 1997 and for
Guaranteed Minimum Pensions earned between 6 April 1998 and 5 April
1997, increases in payment will be in line with CPI rather than
RPI. Revaluations of pensions in deferment are linked to RPI.
The assets of the Scheme are held separately from those of the
Group in trustee‑administered funds. The level of contributions is
determined by a qualified actuary on the basis of triennial
valuations. The liabilities have been rolled forward based on data
at 31 December 2020.
The contribution paid for the year ended 31 December 2023 was £Nil
(2022 ‑ £5,000). The Group expects to contribute £Nil to the scheme
in the coming financial year.
Given that the defined benefit pension scheme is in surplus at 31
December 2023, there is expected to be no material impact on the
Group's future cash flows.
|
(ii) Reconciliation of defined benefit
obligation and fair value of scheme assets
|
|
All defined benefit schemes are exposed to
materially the same risks and therefore the reconciliation below is
presented in aggregate.
|
|
|
Defined benefit
obligation
|
Fair value of scheme
assets
|
Effect of asset ceiling
|
Net defined scheme
liability
|
|
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
2023
|
2022
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January
|
1,266,000
|
1,731,000
|
(1,577,000)
|
(1,928,000)
|
311,000
|
197,000
|
-
|
-
|
|
Interest cost
|
58,000
|
32,000
|
(58,000)
|
(32,000)
|
-
|
-
|
-
|
-
|
|
Included in profit or
loss
|
1,324,000
|
1,763,000
|
(1,635,000)
|
(1,960,000)
|
311,000
|
197,000
|
-
|
-
|
|
Actuarial loss from:
|
|
|
|
|
|
|
|
|
|
‑ Demographic assumptions
|
5,000
|
(402,000)
|
-
|
-
|
-
|
-
|
5,000
|
(402,000)
|
|
‑ Limited by asset
ceiling
|
-
|
-
|
-
|
-
|
13,000
|
114,000
|
13,000
|
114,000
|
|
Return on plan assets (excluding
interest)
|
-
|
-
|
(18,000)
|
293,000
|
-
|
-
|
(18,000)
|
293,000
|
|
Included in other comprehensive
income
|
5,000
|
(402,000)
|
(18,000)
|
293,000
|
13,000
|
114,000
|
-
|
5,000
|
|
Employer contributions
|
-
|
-
|
-
|
(5,000)
|
-
|
-
|
-
|
(5,000)
|
|
Benefits paid
|
(98,000)
|
(95,000)
|
98,000
|
95,000
|
-
|
-
|
-
|
-
|
|
Other movements
|
(98,000)
|
(95,000)
|
98,000
|
90,000
|
-
|
-
|
-
|
(5,000)
|
|
Balance at 31 December
|
1,231,000
|
1,266,000
|
(1,555,000)
|
(1,577,000)
|
324,000
|
311,000
|
-
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Composition of plan assets:
|
|
|
|
|
|
2023
|
2022
|
|
|
|
|
|
£
|
£
|
|
|
|
|
|
|
Equities / Property
|
|
613,000
|
861,000
|
|
Cash
|
|
191,000
|
76,000
|
|
Bonds
|
|
751,000
|
640,000
|
|
Total plan assets
|
|
1,555,000
|
1,577,000
|
|
Actuarial assumption
|
|
The principal actuarial assumptions used in the
determining calculating the present value of the defined benefit
obligation (weighted average) include:
|
|
|
|
2023
|
2022
|
|
Discount rate
|
4.50 %
|
4.80 %
|
|
Future salary increases
|
2.30 %
|
2.50 %
|
|
Inflation assumption (RPI)
|
3.00 %
|
3.30 %
|
|
Mortality rates ‑ for male aged 65
now
|
1.00 %
|
1.00 %
|
|
Mortality rates ‑ for female aged 65
now
|
1.00 %
|
1.00 %
|
|
‑ Males
|
86.2 years
|
86.2
years
|
|
‑ Females
|
88.6 years
|
88.5
years
|
|
Longevity at retirement age (future
pensioners)
|
|
|
|
‑ Males
|
87.3 years
|
87.2
years
|
|
‑ Females
|
89.7 years
|
89.7
years
|
|
|
|
Sensitivity
analysis
Analysis of the sensitivity to the principal assumptions of the
present value of the defined benefit obligation was performed:
‑ A decrease in the interest rates of 0.5% would increase
liabilities by 6.3%;
‑ A decrease in inflation of 0.5% would decrease the liabilities by
5.0%; and
‑ An increase in the long term rate of mortality improvement of
0.5% would increase the liabilities by 1.5%.
|
Equity settled
share option plan
The Company has a Savings‑Related Share Option Plan ("SAYE") for
all employees of the Group. In accordance with the terms of the
plan, as approved by shareholders, employees of the Group may be
granted options to purchase ordinary shares. There are no
performance criteria for the SAYE and options are issued to
participants in accordance with HMRC rules. Vesting is conditional
on continuity of service.
As at 31 December 2022, 8,140,830 share options remained active.
During the current year 4,462,181 new options were issued and
2,890,177 options lapsed on employees leaving the Group. During the
current year 128,500 options were exercised with a weighted average
option price of £0.10 per share. The remaining contractual life of
the remaining 9,584,334 options is approximately 2 years.
As at 31 December 2022, 11,350,000 share options remained active
which were issued under Enterprise Management Incentives (EMIs).
During the current year no new options were issued or exercised and
550,000 options lapsed on employees leaving the Group. The
remaining contractual life of the remaining 10,800,000 options is
approximately 0.75 years.
As at 31 December 2022, 4,150,000 share options remained active
which were issued to management under a Company Share Option Plan
(CSOP). During the current year 1,100,000 new options were issued,
no options were exercised and 350,000 options lapsed on employees
leaving the Group. The remaining contractual life of the remaining
4,900,000 options is approximately 2.75 years.
Share options are valued using the Black‑Scholes model. The inputs
to the model are the option price and share price at date of grant,
expected volatility (20%), expected dividend rate (0%) and risk
free rate of return (4%). The model has been adjusted for expected
behavioural considerations.
The cost of options is amortised to the Statement of Comprehensive
Income over the service life of the option resulting in a charge of
£274,841 for the year (2022 ‑ £319,678).
35.
|
Related party transactions
|
Balances and transactions between the Company
and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this
note. Details of transactions between the Group and other related
parties are disclosed below.
A rent charge and early termination settlement
of £78,179 was paid in the prior year for leased office premises
from a subsidiary of REI plc, a Company controlled by the Group's
non‑executive Chairman. Following the move of the Group's head
office to the Radial Park facility, no further fees are payable in
respect of the Group's previous head office.
36.
|
Changes in liabilities arising from financing
activities
|
|
|
Cash and cash equivalents
|
Borrowing due within one year
|
Borrowing due after one year
|
Lease liabilities
|
Total
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
At 31 December 2021
|
8,447,550
|
(2,498,234)
|
(1,640,563)
|
(12,170,539)
|
(7,861,786)
|
|
Cash flows
|
(2,534,395)
|
-
|
-
|
-
|
(2,534,395)
|
|
Repayment of bank loans
|
-
|
(67,432)
|
184,538
|
-
|
117,106
|
|
Increase in invoice discounting
facility
|
-
|
(2,029,473)
|
-
|
-
|
(2,029,473)
|
|
New /amended lease liabilities
|
-
|
-
|
-
|
(12,226,395)
|
(12,226,395)
|
|
Repayment of lease liabilities
|
-
|
-
|
-
|
2,448,536
|
2,448,536
|
|
At 31 December 2022
|
5,913,155
|
(4,595,139)
|
(1,456,025)
|
(21,948,398)
|
(22,086,407)
|
|
|
|
|
|
|
|
|
At 31 December 2022
|
5,913,155
|
(4,595,139)
|
(1,456,025)
|
(21,948,398)
|
(22,086,407)
|
|
Cash flows
|
(203,925)
|
-
|
-
|
-
|
(203,925)
|
|
Repayment of bank loans
|
-
|
206,123
|
1,620,678
|
-
|
1,826,801
|
|
New bank loan
|
-
|
(118,168)
|
(2,376,832)
|
-
|
(2,495,000)
|
|
Interest accrued in period
|
-
|
-
|
(130,043)
|
(1,017,499)
|
(1,147,542)
|
|
Increase in invoice discounting
facility
|
-
|
(766,116)
|
-
|
-
|
(766,116)
|
|
New / amended lease liabilities
|
-
|
-
|
-
|
(3,696,377)
|
(3,696,377)
|
|
Repayment of lease liabilities
|
-
|
-
|
-
|
3,886,917
|
3,886,917
|
|
At 31 December 2023
|
5,709,230
|
(5,273,300)
|
(2,342,222)
|
(22,775,357)
|
(24,681,649)
|
37.
|
Post balance sheet events
|
During January 2024, the Company paid deferred
consideration of £3,855,000 to the former shareholders of Valley
Wholesale Carpets (2004) Limited in satisfaction of the acquisition
agreement.
On 18 March 2024, the Company allotted 1,044,000 new £0.01 Ordinary
Shares for consideration of £0.10 per share, totalling £104,400.
These shares were issued under the Company's SAYE scheme.
On 3 April 2024, the Group paid deferred consideration of £414,500
to the former shareholders of Delta Carpets (Holdings) Limited in
satisfaction of the acquisition agreement.
On 10 May 2024, the Company allotted 275,000 new £0.01 Ordinary
Shares for consideration of £0.10 per share, totalling £27,500.
These shares were issued under the Company's SAYE
scheme.