Half-year Report

Source: RNS
RNS Number : 3185B
Macfarlane Group PLC
22 August 2024
 

 

22 August 2024

MACFARLANE GROUP PLC

("MACFARLANE GROUP", "THE COMPANY", "THE GROUP")

 

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2024

 

Resilient performance in the period; trading broadly in line for the full year

 

Aleen Gulvanessian, Chair of Macfarlane Group PLC, commented on the interim results: "As outlined in our AGM trading update in May, the challenging market conditions experienced in the latter part of 2023 have continued in 2024.

The management team has responded effectively through an improvement in new business growth, the management of price deflation and actions to control operating costs.  In addition, the Group continues to execute its strategy, making two further high-quality acquisitions.

The strength of our balance sheet and the cash generative nature of our business underpins our ongoing investment in actions to grow sales both organically and through acquisition and increase the interim dividend.

Despite market headwinds, our operational and strategic performance is progressing, and the Group is well-positioned to benefit as the macroeconomic outlook improves."

 

Financial Highlights

 

H1 2024

£000

 

H1 2023

£000

Increase/ (decrease)

%

Statutory Measures

 

 

 

Revenue

129,598

141,612

(8)%

Gross Profit

51,458

51,320

0%

Operating profit

10,606

10,800

(2)%

Profit before tax

9,701

9,987

(3)%

Profit for the period

7,237

7,510

(4)%

Interim dividend (pence)

0.96p

0.94p

2%

Basic earnings per share (pence)

4.55p

4.74p

(4)%

Alternative performance measures

 

 

 

Adjusted operating profit1

12,533

12,839

(2)%

Adjusted profit before tax

11,628

12,026

(3)%

1    See note 2 for reconciliation of Alternative Performance Measures (before charging amortisation and deferred contingent consideration adjustments) to Statutory Measures.

 

Key Financial Highlights

·   Group revenue reduced by 8% to £129.6m (H1 2023: £141.6m).

·   Group profit before tax reduced by 3% to £9.7m (H1 2023: £10.0m).

·   Group adjusted operating profit as a percentage of revenue improved to 9.7% (H1 2023: 9.1%).

·   Basic and diluted earnings per share were 4.55p per share (H1 2023: 4.74p per share) and 4.51p per share (H1 2023: 4.70p per share) respectively.

Packaging Distribution

·   Packaging Distribution revenue decreased by 11% to £110.9m (H1 2023: £124.0m)

·   Continued weak customer demand and price deflation have been partially offset by the benefit of the acquisitions of Gottlieb in April 2023 and Allpack Direct in March 2024.

·   Adjusted operating profit decreased by 1% to £9.3m (H1 2023: £9.4m) through effective management of input pricing and control of operating expenses.



 

Manufacturing Operations

·   Manufacturing Operations achieved revenue growth of 6% to £18.7m (H1 2023: £17.7m).

·   Contributions from B&D Group and Suttons, both acquired 2023, have been partially offset by price deflation.

·   Adjusted operating profit decreased 5% to £3.2m (H1 2023: £3.4m) due to higher operating expenses.

·   The acquisition of Polyformes completed in early July 2024 and will be earnings enhancing in H2 2024.

Group

·   Effective management of working capital resulted in net cash inflow from operating activities of £14.0m (H1 2023: £20.3m).

·   Net bank funds on 30 June 2024 of £0.8m - this reflects a cash inflow of £0.3m since 31 December 2023, after £3.6m of investment in acquisitions and £1.4m of capital expenditure.  The Group is operating well within its bank facility of £35.0m which runs until 31 December 2025.

·   The pension scheme surplus increased to £10.2m at 30 June 2024 (31 December 2023: £9.9m).  The improvement is due to an increase in the discount rate, offset by lower investment returns in H1 2024.

·   Interim dividend of 0.96p per share (H1 2023: 0.94p per share) - to be paid on 10 October 2024 to shareholders on the register as at 13 September 2024 (ex-dividend date 12 September 2024).

Outlook

The actions taken in H1 2024 and continuing through the remainder of the year should enable the performance of the Group to be broadly in line with market expectations for 2024.

Further enquiries:

Macfarlane Group

Tel: 0141 333 9666


Aleen Gulvanessian             Chair



Peter Atkinson                     Chief Executive



Ivor Gray                                Finance Director



Spreng Thomson



Callum Spreng

Mob: 07803 970103

 

Legal Entity Identifier (LEI):  213800LVRYDERSJAAZ73

Notes to Editors:

·              Macfarlane Group PLC has been listed on the Premium segment of the Main Market of the London Stock Exchange (LSE: MACF) since 1973 with over 70 years' experience in the UK packaging industry.

·              Through its two divisions, Macfarlane Group services a broad range of business customers, supplying them with high quality protective packaging products which help customers reduce supply chain costs, improve operational efficiencies and sustainability and enhance their brand presentation. The divisions are:

o    Packaging Distribution - Macfarlane Packaging Distribution is the leading UK distributor of a comprehensive range of protective packaging products; and

o    Manufacturing Operations - Macfarlane Design and Manufacture is a UK market leader in the design and production of protective packaging for high value and fragile products.

·              Headquartered in Glasgow, Scotland, Macfarlane Group employs over 1,000 people at 40 sites, principally in the UK, as well as in Ireland, Germany and the Netherlands.

·              Macfarlane Group supplies more than 20,000 customers, principally in the UK and Europe.

·              In partnership with 1,700 suppliers, Macfarlane Group distributes and manufactures 600,000+ lines supplying to a wide range of sectors, including: retail e-commerce; consumer goods; food; logistics; mail order; electronics; defence; medical; automotive; and aerospace.

 



Interim Results - Management Report

Macfarlane Group's trading activities comprise Packaging Distribution and Manufacturing Operations.

Macfarlane's Packaging Distribution business is the UK's leading specialist distributor of protective packaging materials, with a growing presence in Europe. Macfarlane operates in the UK, Ireland, the Netherlands, and Germany from 27 Regional Distribution Centres ("RDCs") and three satellite sites, supplying industrial and retail customers with a comprehensive range of protective packaging materials on a local, regional, and national basis.

Competition in the packaging distribution market is from local and regional protective packaging specialist companies as well as national and international distribution generalists who supply a range of products, including protective packaging materials.

Macfarlane competes effectively on a local basis through its strong focus on customer service, its breadth and depth of product offering and through the recruitment and retention of high-quality staff with good local market knowledge. On a national and international basis, Macfarlane has market focus, expertise and a breadth of product and service knowledge, all of which enable it to compete effectively against non-specialist packaging distributors.

Packaging Distribution benefits its customers by enabling them to ensure their products are cost-effectively protected in transit and storage through the supply of a comprehensive product range, single source stock and serve supply, just-in-time delivery, tailored stock management programmes, electronic trading and independent advice on both packaging materials and packing processes. Through the 'Significant Six' sales approach we reduce our customers' 'Total Cost of Packaging', improve their sustainability performance and reduce their carbon footprint. This is achieved through supplying effective packaging solutions, optimising warehousing and transportation, reducing damages and returns, and improving packaging efficiency.

"Significant Six" represents the six key costs in a customers' packing process being transport, warehousing, administration, damages and returns, productivity and customer experience.

 


H1 2024

H1 2023


£000

£000

Revenue

110,902

123,955

Cost of sales

(68,888)

(81,563)


 

 

Gross margin

42,014

42,392

Overheads

(32,705)

(32,954)


 

 

Adjusted operating profit 1

9,309

9,438

Amortisation

(1,516)

(1,461)

Deferred contingent consideration adjustments

(12)

-


 

 

Operating profit

7,781

7,977

 

 


 

 

 

1.   See note 2 for reconciliation of Alternative Performance Measures (before charging amortisation and deferred contingent consideration adjustments) to Statutory Measures.

The main features of Packaging Distribution performance in H1 2024 were:

·   Weak demand and price deflation resulting in lower organic revenue than the same period in 2023.

·   Revenue growth from the acquisitions of Allpack Direct in March 2024 and Gottlieb in April 2023.

·   New business in H1 2024 10% higher than H1 2023, with continued success from our Innovation Labs and Significant Six programme.

·   Effective management of input prices and control of costs.

·   Marginal reduction in adjusted operating profit of 1%.

·   Improvement in adjusted operating profit as a percentage of revenue to 8.4% (H1 2023: 7.6%).


The key areas we will focus on in H2 2024 are to:

·   Accelerate new business momentum through effective use of our leading sales tools and processes - "Packaging Optimiser" ', Significant Six and our Innovation Labs.

·   Accelerate the progress we have made in Europe through our "Follow the Customer" programme and the PackMann acquisition.

·   Preparation for the second major site consolidation in the East Midlands.

·   Progress further high-quality acquisitions in the UK and Europe.

·   Support our customers to reduce their carbon footprint through offering more sustainable packaging solutions.

·   Continue to effectively manage input price changes.

·   Strengthen our key supplier relationships.

·   Develop both sales and cost synergies through the relationship with our Manufacturing Operations.

·   Achieve benefits from our information technology investments in Microsoft Dynamics, and Warehouse Management.

·   Relaunch our web-based solutions offer to provide customers with more effective online access to our full range of products and services.

·   Reduce operating costs through efficiency programmes in sales, logistics and administration.

·   Maintain our focus on working capital management to facilitate future investment and manage effectively the ongoing bad debt risk within the current economic environment.

'   Packaging Optimiser is a Macfarlane developed software tool that measures the financial and carbon benefits of the Significant Six selling approach.

 

Manufacturing Operations comprises our Macfarlane Packaging Design and Manufacture business, GWP acquired in February 2021, Suttons acquired in March 2023, B&D Group acquired in September 2023 and Polyformes acquired in July 2024.

Manufacturing Operations designs, manufactures, assembles, and distributes bespoke protective packaging solutions for customers requiring cost-effective methods of protecting high value products in storage and transit. The primary components we use are corrugate, timber, foam and specialist cases. The businesses operate from six manufacturing sites, in Grantham, Westbury, Swindon, Salisbury, Chatteris and Leighton Buzzard, and a sales/design office in Barnstaple supplying both directly to customers and through the national RDC network of the Packaging Distribution business.

Key market sectors are aerospace, space, medical equipment, electronics, automotive, e-commerce retail and household equipment. The markets we serve are highly fragmented, with a range of locally based competitors. We differentiate our market offering through technical expertise, design capability, industry accreditations and national coverage through the Packaging Distribution business.

 


H1 2024

H1 2023

 


£000

£000

 

Revenue

21,329

20,194

 

Inter-segment revenue

(2,633)

(2,537)


 

 

 

External revenue

18,696

17,657

 

Cost of sales

(9,252)

(8,729)

 


 

 

 

Gross margin

9,444

8,928

 

Overheads

(6,220)

(5,527)

 


 

 

 

Adjusted operating profit 1

3,224

3,401

 

Amortisation

(638)

(578)

 

Deferred contingent consideration adjustments

239

-

 


 

 

 

Operating profit

2,825

2,823

 


 

 

 


1.   See note 2 for reconciliation of Alternative Performance Measures (before charging amortisation and deferred contingent consideration adjustments) to Statutory Measures.

Interim Results - Management Report (continued)

The main features of Manufacturing Operations performance in H1 2024 were:

·   Increase in revenue with growth from Suttons and B&D Group acquired in 2023 being offset by price deflation.

·   Effective management of input pricing, maintaining strong gross margins.

·   Higher operating expenses, due to the impact of the acquisitions.

·   Decrease in adjusted operating profit of 5%.

·   Reduction in adjusted operating profit as a percentage of revenue to 15.1% (H1 2023: 16.8%).

The priorities for Manufacturing Operations in the second half of 2024 are to:

·   Increase momentum of new business growth in target sectors, e.g. medical, aerospace and space.

·   Prioritise new sales activity in our higher added-value bespoke composite pack product range.

·   Work with our customers to effectively manage material price changes.

·   Continue to strengthen the relationship with our Packaging Distribution businesses to create both sales and cost synergies.

·   Achieve both sales and cost synergies through closer working with the recently acquired businesses - Suttons and B&D Group, acquired in 2023, and Polyformes, acquired in July 2024.

·   Supplement organic growth through progressing further high-quality acquisitions in the UK.

Summary and Future Prospects

The Group continues to invest in actions to grow sales both organically and through acquisition.  Despite the challenging market conditions our operational and strategic performance is progressing.  The Group is well positioned to benefit from improvements in the macroeconomic outlook.


Risks and Uncertainties

The Group operates a formal framework for the identification and evaluation of the major business risks faced by each business and determines an appropriate course of action to manage these risks.

The principal risks and uncertainties which could impact on the performance of the Group, together with the mitigating actions, were outlined on pages 26 to 30 in our Annual Report and Accounts for 2023 (available on our website at www.macfarlanegroup.com).  These remain the same for the remaining six months of the current financial year and are summarised below:

·   Failure to respond to strategic shifts in the market, including the impact of weaknesses in the economy as well as disruptive behaviour from competitors and changing customer needs (e.g. changing customer priorities between online and physical buying) could limit the Group's ability to continue to grow revenues.

·   The markets we operate in are changing, with: customers increasingly aware of the environmental impact of their packaging; increasing environmental regulatory requirements for packaging suppliers, such as the Plastic Tax introduced from April 2022 and the introduction of the Extended Producer Responsibility ("EPR") requirements; increasing likelihood of disruption to the operations of the Group through extreme weather events such as flooding, storm damage and water stress, impacting the business directly and disrupting supply chains; investors looking to invest in companies that demonstrate strong environmental credentials; and UK Government's commitment to net zero carbon emissions by 2050 and the profound changes this will drive across the economy.

·   The Group's businesses are impacted by commodity-based raw material prices and manufacturer energy costs, with profitability sensitive to input price changes including currency fluctuations. The principal components are corrugated paper, polythene films, timber, and foam, with changes to paper and oil prices having a direct impact on the price we pay to our suppliers.

·   The Group's growth strategy has included a number of acquisitions in recent years. There is a risk that such acquisitions may not be available on acceptable terms in the future. It is possible that acquisitions will not be successful due to the loss of key people or customers following acquisition or acquired businesses not performing at the level expected. This could potentially lead to impairment of the carrying value of the related goodwill and other intangible assets. Execution risks around the failure to successfully integrate acquisitions following conclusion of the earn-out period also exist.

·   The Group has a property portfolio comprising 1 owned site and 52 leased sites. This multi-site portfolio gives rise to risks in relation to ongoing lease costs, dilapidations, and fluctuations in value.

·   The increasing frequency and sophistication of cyber-attacks is a risk which potentially threatens the confidentiality, integrity and availability of the Group's data and IT systems. These attacks could also cause reputational damage and fines in the event of personal data being compromised.

·   The Group needs access to funding to meet its trading obligations and to support organic growth and acquisitions. There is a risk that the Group may be unable to obtain funds and that such funds will only be available on unfavourable terms. The Group's borrowing facility comprises a committed facility of up to £35m. This includes requirements to comply with specified covenants, with a breach potentially resulting in Group borrowings being subject to more onerous conditions.

·   The Group has a significant investment in working capital in the form of trade receivables and inventories. There is a risk that this investment is not fully recovered.

·   The Group's defined benefit pension scheme is sensitive to a number of key factors including volatility in equity and bond/gilt markets, the discount rates used to calculate the scheme's liabilities and mortality assumptions. Small changes in these assumptions could cause significant movements in the pension surplus.

·   Given the range of prolonged geopolitical and economic uncertainties within the UK and other markets, there is an ongoing risk this will adversely affect our ability to deliver upon agreed strategic initiatives. We may also need to adapt our business quickly in order to limit the impact upon the Group's results, prospects and reputation.


Cautionary Statement

This announcement has been prepared solely to provide additional information to shareholders to assess the Group's strategy and the potential for the strategy to succeed.  It should not be relied on by any other party or for any other purpose.

This report and the condensed financial statements contain certain forward-looking statements relating to operations, performance and financial status.  By their nature, such statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future.  There are a number of factors, including both economic and business risk factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements.  These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report.  Nothing in this Interim Results Statement should be construed as a profit forecast or an invitation to deal in the securities of the Group.

Responsibility Statement

The Directors of Macfarlane Group PLC during the first six months of 2024 were

A. Gulvanessian  Chair                              

P.D. Atkinson       Chief Executive         

I. Gray                     Finance Director       

J.W.F. Baird           Non-Executive Director                     

L.D. Whyte            Non-Executive Director

 

The Directors confirm that, to the best of their knowledge:-

(i)            the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting;

(ii)           the interim management report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(iii)          the interim management report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

 

Approved by the Board of Directors on 22 August 2024 and signed on its behalf by

 

 

 

…………………………..                            ………………………

Peter D. Atkinson                            Ivor Gray

Chief Executive                                                Finance Director



 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED INCOME STATEMENT (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 



 







Six

months to

30 June

2024

£000


Six

months to

30 June

2023

£000


Year

to 31

December

2023

£000


Note

 





Continuing operations


 





Revenue

4

129,598


141,612


280,714

Cost of sales


(78,140)


(90,292)


(175,033)



 


 


 

Gross profit


51,458


51,320


105,681

Distribution costs


(5,609)


(5,265)


(10,485)

Administrative expenses


(35,243)


(35,255)


(73,128)



 


 


 

Operating profit

4

10,606


10,800


22,068

Finance costs

5

(905)


(813)


(1,788)



 


 


 

Profit before tax


9,701


9,987


20,280

Tax

6

(2,464)


(2,477)


(5,306)



 


 


 

Profit for the period


7,237


7,510


14,974



 


 


 



 





Earnings per share

8

 





  Basic


4.55p


4.74p


9.44p



 


 


 

  Diluted


4.51p


4.70p


9.34p



 


 


 



 







 





 

 



MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 







 

 

 

 

 

Six

months to

30 June

2024

£000


Six

months to

30 June

2023

£000


Year

to 31

December

2023

£000

Items that may be reclassified to profit or loss

Note

 





Foreign currency translation differences


(76)


(64)


(45)

Items that will not be reclassified to profit or loss


 





Remeasurement of pension scheme liability

11

270


1,700


(1,967)

Tax recognised in other comprehensive income


 





Tax on remeasurement of pension scheme liability

12

(68)


(425)


492



 


 


 

Other comprehensive income for the period, net of tax


 

126


 

1,211


 

(1,520)

Profit for the period


7,237


7,510


14,974



 


 


 

Total comprehensive income for the period


7,363


8,721


13,454



 


 


 



 





 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

Note

Share

Capital

£000

Share

Premium

£000

Revaluation

Reserve

£000

Own

Shares

£000

Translation

Reserve

£000

Retained

Earnings

£000

 

Total

£000

At 1 January 2024

 

39,738

13,981

70

(16)

171

60,632

114,576


 

 

 

 

 

 

Comprehensive income

 







 

Profit for the period

 

-

-

-

-

-

7,237

7,237

Foreign currency

  translation differences

 

 

-

 

-

 

-

 

-

 

(76)

 

-

 

(76)

Remeasurement of

  pension scheme liability

 

11

 

-

 

-

 

-

 

-

 

-

 

270

 

270

Tax on remeasurement of

  pension scheme liability

 

12

 

-

 

-

 

-

 

-

 

-

 

(68)

 

(68)


 

 

 

 

 

 

Total comprehensive income

-

-

-

-

(76)

7,439

7,363


 

 

 

 

 

 

Transactions with shareholders








Dividends

7

-

-

-

-

-

(4,221)

(4,221)

New shares issued

 

162

515

-

(21)

-

(656)

-

Purchase of own shares

 

-

-

-

(392)

-

-

(392)

Share-based payments

 

-

-

-

-

-

74

74


 

 

 

 

 

 

Total transactions with

  shareholders

 

162

 

515

 

-

 

(413)

 

-

 

(4,803)

 

(4,539)


 

 

 

 

 

 

At 30 June 2024

 

39,900

14,496

70

(429)

95

63,268

117,400

 

 

 

 

 

 

 

 

 



MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2023

 

 

Note

Share

Capital

£000

Share

Premium

£000

Revaluation

Reserve

£000

Own

Shares

£000

Translation

Reserve

£000

Retained

Earnings

£000

 

Total

£000

At 1 January 2023

 

39,584

13,573

70

(7)

216

52,584

106,020


 

 

 

 

 

 

Comprehensive income

 







 

Profit for the period

 

-

-

-

-

-

7,510

7,510

Foreign currency

  translation differences

 

 

-

 

-

 

-

 

-

 

(64)

 

-

 

(64)

Remeasurement of

  pension scheme liability

 

11

 

-

 

-

 

-

 

-

 

-

 

1,700

 

1,700

Tax on remeasurement of

  pension scheme liability

 

12

 

-

 

-

 

-

 

-

 

-

 

(425)

 

(425)


 

 

 

 

 

 

Total comprehensive income

-

-

-

-

(64)

8,785

8,721


 

 

 

 

 

 

Transactions with shareholders








Dividends

7

-

-

-

-

-

(3,990)

(3,990)

Share-based payments

 

-

-

-

-

-

254

254


 

 

 

 

 

 

Total transactions with

  Shareholders

 

-

 

-

 

-

 

-

 

-

 

(3,736)

 

(3,736)


 

 

 

 

 

 

At 30 June 2023

 

39,584

13,573

70

(7)

152

57,633

111,005

 

 

 

 

 

 

 

 

 

 



 

MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023

 

Note

Share

Capital

£000

Share

Premium

£000

Revaluation

Reserve

£000

Own

Shares

£000

Translation

Reserve

£000

Retained

Earnings

£000

 

Total

£000

At 1 January 2023

 

39,584

13,573

70

(7)

216

52,584

106,020


 

 

 

 

 

 

Comprehensive income

 







 

Profit for the period

 

-

-

-

-

-

14,974

14,974

Foreign currency

  translation differences

 

 

-

 

-

 

-

 

-

 

(45)

 

-

 

(45)

Remeasurement of

  pension scheme liability

 

11

 

-

 

-

 

-

 

-

 

-

 

(1,967)

 

(1,967)

Tax on remeasurement of

  pension scheme liability

 

12

 

-

 

-

 

-

 

-

 

-

 

492

 

492


 

 

 

 

 

 

Total comprehensive income

-

-

-

-

(45)

13,499

13,454


 

 

 

 

 

 

Transactions with shareholders








Dividends

7

-

-

-

-

-

(5,484)

(5,484)

New shares issued

 

154

408

-

(9)

-

(553)

-

Share-based payments

 

-

-

-

-

-

586

586


 

 

 

 

 

 

Total transactions with

  shareholders

 

154

 

408

 

-

 

(9)

 

-

 

(5,451)

 

(4,898)


 

 

 

 

 

 

At 31 December 2023

 

39,738

13,981

70

(16)

171

60,632

114,576

 

 

 

 

 

 

 

 

 

 






 

 



MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) AT 30 JUNE 2024










30 June

2024


30 June

2023


31 December

2023

 

Note

£000


£000


£000

Non-current assets

 

 





Goodwill and other intangible assets

 

88,674


86,531


87,495

Property, plant and equipment

 

9,713


9,076


9,210

Right of use assets


42,105


35,287


35,001

Trade and other receivables


35


35


35

Deferred tax assets

12

172


106


335

Retirement benefit surplus

11

10,164


12,771


9,921

 

 

 

 

 


 

Total non-current assets

 

150,863


143,806


141,997

 

 

 

 

 


 

Current assets

 

 





Inventories

 

18,626


19,929


17,523

Trade and other receivables

 

51,012


54,878


53,792

Current tax asset

 

1,175


540


225

Cash and cash equivalents

10

9,782


5,863


7,691

 

 

 

 

 


 

Total current assets

 

80,595


81,210


79,231

 

 

 

 

 


 

Total assets

4

231,458


225,016


221,228



 

 

 


 

Current liabilities

 

 





Trade and other payables

 

49,023


53,176


50,623

Provisions

 

366


723


401

Current tax liabilities

 

1,563


1,024


983

Lease liabilities

10

7,487


7,042


7,307

Bank borrowings

10

8,977


9,190


7,164

 

 

 

 

 


 

Total current liabilities

 

67,416


71,155


66,478

 

 

 

 

 


 

Net current assets

 

13,179


10,055


12,753

 

 

 

 

 


 

Non-current liabilities

 

 





Deferred tax liabilities

12

9,527


10,517


9,472

Deferred contingent consideration

 

-


1,576


504

Provisions

 

1,239


1,583


1,329

Lease liabilities

10

35,876


29,180


28,869

 

 

 

 

 


 

Total non-current liabilities

 

46,642


42,856


40,174

 

 

 

 

 


 

Total liabilities

 

114,058


114,011


106,652



 

 

 


 

Net assets

4

117,400


111,005


114,576



 

 

 


 

Equity

 

 



 

 

Share capital

 

39,900


39,584


39,738

Share premium

 

14,496


13,573


13,981

Revaluation reserve

 

70


70


70

Own shares

 

(429)


(7)


(16)

Translation reserve

 

95


152


171

Retained earnings

 

63,268


57,633


60,632

 

 

 

 

 


 

Total equity


117,400


111,005


114,576



 

 

 


 








 

 



MACFARLANE GROUP PLC

CONDENSED CONSOLIDATED CASH FLOW STATEMENT (UNAUDITED)

FOR THE SIX MONTHS ENDED 30 JUNE 2024

 

 


Six

months to

30 June


Six   months to

30 June


Year

to 31

December


 

Note

2024

£000


2023

£000


2023

£000

Profit before tax


9,701


9,987


20,280

Adjustments for:


 





   Amortisation of intangible assets


2,154


2,039


4,034

   Depreciation of property, plant, equipment


887


814


1,720

   Depreciation of right-of-use assets


4,263


3,843


7,854

   Deferred contingent consideration


(227)


-


1,535

   Loss/(gain) on disposal of property,plant,equipment


33


(4)


(3)

   Share-based payment expense


74


254


586

   Finance costs


905


813


1,788


 

 


 


 

Operating cash flows before movements in working capital


 

17,790


 

17,746


 

37,794

   (Increase)/decrease in inventories


(918)


3,253


5,733

   Decrease in receivables


3,079


5,994


7,453

   Decrease in payables


(1,015)


(1,793)


(7,021)

   Decrease in provisions


(125)


(1,023)


(1,599)

   Pension administration costs


244


(625)


(1,179)


 

 


 


 

Cash generated from operations


19,055


23,552


41,181

   Deferred contingent consideration paid

9

(470)


-


-

   Income taxes paid


(3,401)


(2,192)


(5,374)

   Interest paid


(1,122)


(1,060)


(2,298)


 

 


 


 

Net cash inflow from operating activities


14,062


20,300


33,509


 

 


 


 

Investing activities

 

 



 

 

Acquisitions

9

(3,598)


(11,370)


(14,466)

Proceeds on disposal of property, plant and equipment

16


60


90

Purchases of property, plant and equipment

 

(1,416)


(1,366)


(2,175)


 

 


 


 

Net cash flows from investing activities

 

(4,998)


(12,676)


(16,551)


 

 


 


 

Financing activities

 

 



 

 

Dividends paid

7

(4,221)


(3,990)


(5,484)

Purchase of own shares


(392)


-


-

Drawdown/(repayment) of bank borrowings

 

146


(316)


(2,323)

Repayment of lease obligations

10

(4,173)


(3,524)


(7,510)


 

 


 


 

Net cash flows from financing activities

(8,640)


(7,830)


(15,317)


 

 


 


 

Net increase/(decrease) in cash and cash equivalents

424


(206)


1,641



 





Cash and cash equivalents at beginning of period

 

6,987


5,346


5,346


 

 


 


 

Cash and cash equivalents at end of period


7,411


5,140


6,987


 

 


 


 



 

MACFARLANE GROUP PLC

SIX MONTHS ENDED 30 JUNE 2024

NOTES TO THE CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

 

Reconciliation to condensed consolidated cash flow statement

 

 

 

 

 

Cash and cash equivalents per the balance sheet

 

 

 

 

 

10

Six months to 30 June 2024

£000

 

9,782


Six months to 30 June 2023

£000

 

5,863


Year to 31 December 2023

£000

 

7,691

Bank overdraft


(2,371)


(723)


(704)


 

 


 


 

Balances per the cash flow statement


7,411


5,140


6,987


 

 


 


 

 

1.         Basis of preparation

Macfarlane Group PLC is a public company listed on the London Stock Exchange, incorporated and domiciled in the United Kingdom and registered in Scotland.

The Group's annual financial statements for the year ended 31 December 2023 were prepared in accordance with United Kingdom adopted international accounting standards.  This condensed set of interim financial statements has been prepared in accordance with United Kingdom adopted International Financial Reporting Standard IAS 34 Interim Financial Reporting.

This condensed set of interim financial statements has been prepared applying the accounting policies that were applied in the preparation of the company's published consolidated financial statements for the year ended 31 December 2023.  There were no major changes from the adoption of new IFRS's in 2024.

Key sources of estimation uncertainty

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenues and expenses during the year. Due to the nature of estimation, the actual outcomes may well differ from these estimates. The directors have assessed the impact of climate change and consider that this does not have a significant impact on these financial statements. The key sources of estimation uncertainty that have a significant effect on the carrying amounts of assets and liabilities are discussed below:

Retirement benefit obligations

The determination of any defined benefit pension scheme liability is based on assumptions determined with independent actuarial advice. The key assumptions used include discount rate and inflation rate, for which a sensitivity analysis is provided in Note 11. The directors consider that those sensitivities represent reasonable sensitivities which could occur in the next financial period.

Valuation of deferred contingent consideration

The valuation of deferred contingent consideration at both acquisition date and the balance sheet date is measured at fair value. This involves the assessment of forecast future cash flows against earn-out targets agreed with the sellers of acquired businesses over a period of up to two years. This assessment is based on the directors' best estimate using the information available at the effective dates outlined above. However, there remains a risk that the actual payment differs from the amount assumed as consideration within the PPA accounting as detailed in note 9 and from the amount recorded as a liability at the balance sheet date. Deferred contingent considerations are recognised as a liability in trade and other payables and are remeasured to fair value of £2.5m at the balance sheet date, all due within one year, based on a range of outcomes between £Nil and £4.1m. Trading in the post-acquisition period supports the remeasured value of £2.5m.


Critical accounting judgements

Property provisions

Property provisions of £1.6m have been recognised as at 30 June 2024 (2023: £2.3m), representing the directors' best estimate of dilapidations on property leases. The directors have made the judgement that no provision is required for certain property leases where there is no intention to exit, having considered a number of factors including the extent of modifications to the property, the terms of the lease agreement, and the condition of the property.

No other significant critical judgements have been made in the current or prior year.

Business activities, risks and financing

The Group's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Interim Management Report.

The Group's principal financial risks in the medium term relate to liquidity and credit risk.  Liquidity risk is managed by ensuring that the Group's day-to-day working capital requirements are met by having access to committed banking facilities with suitable terms and conditions to accommodate the requirements of the Group's operations.  Credit risk is managed by applying considerable rigour in managing the Group's trade receivables. Although the current economic climate indicates an increased level of risk, the Directors believe that the Group is adequately placed to manage its financial risks effectively.

The Group's banking arrangement with Bank of Scotland PLC comprises a committed facility of £35m, expiring in December 2025, secured over the assets of Macfarlane Group UK Limited, GWP Group Limited and GWP Holdings Limited subsidiaries of Macfarlane Group PLC and bearing interest at commercial rates.  The facility has financial covenants for interest cover and trade receivables headroom.

The Directors have reviewed the Group's cash and profit projections, which they believe are based on prudent market data and past experience taking account of reasonably possible changes in trading performance given current market and economic conditions. The Directors are of the opinion that these projections show that the Group should be able to operate within its current facilities and comply with its banking covenants.

In assessing the going concern basis, the Directors have considered the Group's business activities, the financial position of the Group and the Group's risks and uncertainties.  The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report.  For this reason, this condensed set of financial statements has been prepared on the going concern basis.

Approval and review of condensed financial statements

These condensed financial statements were approved by the Board of Directors on 22 August 2024.  As in previous years, the set of condensed financial statements for the half-year is unaudited.

2.         Alternative performance measure

In addition to the various performance measures defined under IFRS, the Group reports adjusted operating profit and adjusted profit before tax as measures to assist in understanding the underlying performance of the Group and its businesses when compared to similar companies. Adjusted operating profit and adjusted profit before tax are not defined under IFRS and, as a result, do not comply with Generally Accepted Accounting Practice ("GAAP") and are therefore known as APMs. Accordingly, these measures, which are not designed to be a substitute for any of the IFRS measures of performance, may not be directly comparable with other companies' APMs.

Adjusted operating profit is defined as operating profit before customer relationships and brand values amortisation, and deferred contingent consideration adjustments.

Adjusted profit before tax is defined as profit before tax, customer relationships and brand values amortisation, and deferred contingent consideration adjustments.


 

 

 

 

 

 

Alternative

performance

measures

£000

Customer relationship/ brand values

amortisation

£000

Deferred

contingent

consideration

adjustments

£000

 

 

Statutory

measures

£000


Year to 30 June 2024






Adjusted operating profit

12,533

(2,154)

227

10,606

Operating profit

Adjusted profit before tax

11,628

(2,154)

227

9,701

Profit before tax


 





Year to 30 June 2023






Adjusted operating profit

12,839

(2,039)

-

10,800

Operating profit

Adjusted profit before tax

12,026

(2,039)

-

9,987

Profit before tax







Year to 31 December 2023






Adjusted operating profit

27,637

(4,034)

(1,535)

22,068

Operating profit

Adjusted profit before tax

25,849

(4,034)

(1,535)

20,280

Profit before tax

3.         General information

Comparative figures for the year ended 31 December 2023 are extracted from Macfarlane Group's statutory accounts for 2023.  The information for the year ended 31 December 2023 does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  A copy of the statutory accounts for that year has been reported on by the Company's auditor and delivered to the Registrar of Companies.  The report of the auditor on 29 February 2024 was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 


4.         Segmental information

The Group's principal business segment is Packaging Distribution, comprising the distribution of packaging materials in the UK, Ireland and Europe. This comprises 86% of Group revenue and 73% of Group operating profit. The Group's Manufacturing Operations segment comprises the design, manufacture and assembly of timber, corrugated and foam-based packaging materials in the UK. This comprises 14% of Group revenue and 27% of Group operating profit.

 

 

 

 

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

 

Group segment - total revenue

 


 

 

Packaging Distribution

110,902

123,955

244,938

 

Manufacturing Operations

21,329

20,194

40,929

 

Inter-segment revenue

(2,633)

(2,537)

(5,153)

 


 

 

 

 

Revenue

129,598

141,612

280,714

 


 

 

 

 

Trading results - continuing operations

 


 

 

Packaging Distribution

 


 

 

Total and external revenue

110,902

123,955

244,938

 

Cost of sales

(68,888)

(81,563)

(157,458)

 


 

 

 

 

Gross profit

42,014

42,392

87,480

 

Net operating expenses

(32,705)

(32,954)

(66,436)

 


 

 

 

 

Adjusted operating profit

9,309

9,438

21,044

 

Amortisation

(1,516)

(1,461)

(2,983)

 

Deferred contingent consideration adjustments

(12)

-

(1,550)

 


 

 

 

 

Operating profit

7,781

7,977

16,511

 


 

 

 

 

 

Manufacturing Operations

 



 

Total revenue

21,329

20,194

40,929

 

Inter-segment revenue

(2,633)

(2,537)

(5,153)

 


 

 

 

 

External revenue

18,696

17,657

35,776

 

Cost of sales

(9,252)

(8,729)

(17,575)

 


 

 

 

 

Gross profit

9,444

8,928

18,201

 

Net operating expenses

(6,220)

(5,527)

(11,608)

 


 

 

 

 

Adjusted operating profit

3,224

3,401

6,593

 

Amortisation

(638)

(578)

(1,051)

Deferred contingent consideration adjustments

239

-

15

 


 

 

 

 

Operating profit

2,825

2,823

5,557

 


 

 

 

 



 

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

Operating profit - continuing operations

 



Packaging Distribution

7,781

7,977

16,511

Manufacturing Operations

2,825

2,823

5,557


 

 

 

Operating profit

10,606

10,800

22,068

Finance costs                     (note 5)

(905)

(813)

(1,788)


 

 

 

Profit before tax

9,701

9,987

20,280

Tax                                         (note 6)

(2,464)

(2,477)7,

(5,306)


 

 

 

Profit for the period

7,237

7,510

14,974


 

 

 

 

 

30 June

2024

£000

30 June

2023

£000

31 December

2023

£000

Total assets

 



Packaging Distribution

189,454

183,439

176,740

Manufacturing Operations

42,004

41,577

44,488


 

 

 

Total assets

231,458

225,016

221,228


 

 

 

Net assets

 



Packaging Distribution

86,809

81,094

81,983

Manufacturing Operations

30,591

29,911

32,593


 

 

 

Net assets

117,400

111,005

114,576


 

 

 

 

5.         Finance costs

 

Six months

to 30 June

2024

£000

 

Six months

to 30 June

2023

£000

 

Year to 31

December

2023

£000


 



Interest on bank borrowings

342

399

878

Interest on leases

780

661

1,420

Finance income relating to defined benefit pension scheme (note 11)

(217)

(247)

(510)


 

 

 

Total finance costs from continuing operations

905

813

1,788


 

 

 



6.         Tax

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

Current tax

 



   UK corporation tax

2,390

2,376

5,615

   Foreign tax

461

291

460

   Prior year adjustments

-

24

(38)


 

 

 

Total current tax

2,851

2,691

6,037


 

 

 

Total deferred tax                                                           (note 12)

(387)

(214)

(731)


 

 

 

Total tax

2,464

2,477

5,306


 

 

 

Tax for the six months ended 30 June 2024 has been charged at 25.00% (2023 - 23.50%) representing the best estimate of the effective tax charge for the full year.  Deferred tax assets and liabilities at 30 June 2024 have been calculated based on the long-term corporation tax rate of 25%, which had been substantively enacted at that date.


7.         Dividends

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

Amounts recognised as distributions to equity holders in the period



Final dividend                    2.65p per share (2023: 2.52 per share)

4,221

3,990

3,990

Interim dividend                                              (2023: 0.94p per share)

-

-

1,494


 

 

 

Distributions in the period

4,221

3,990

5,484


 

 

 

An interim dividend of 0.96p per share, payable on 10 October 2024, was declared on 22 August 2024 and has therefore not been included as a liability in these condensed financial statements.

 

8.         Earnings per share

 

 

Earnings

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

 

Profit for the period

7,237

7,510

14,974

 


 

 

 

 

 

Number of shares '000

30 June

2024

30 June

2023

31 December 2023

 

Weighted average number of shares in issue

159,321

158,337

158,542

 

Less shared held by the EBT

(226)

-

-


 

 

 

 

Weighted average number of shares- basic

159,095

158,337

158,542

 

Effect of Long-Term Incentive Plan awards in issue

1,475

1,574

1,788

 


 

 

 

 

Weighted average number of shares - diluted

160,570

159,911

160,330

 


 

 

 

 

 

 



 

Basic earnings per share

4.55p

4.74p

9.44p

 


 

 

 

 

Diluted earnings per share

4.51p

4.70p

9.34p

 


 

 

 


 
9.         Acquisitions

On 13 March 2024, MGUK acquired 100% of Allpack Packaging Supplies Limited ("Allpack Direct"), for a total potential consideration of £4.7m and inherited net cash/bank balances of £1.9m. Full potential contingent consideration of £0.75m is payable in the second quarter of 2025, subject to certain trading targets being met in the twelve-month period ending on 28 February 2025.

£0.5m was paid in 2024 to the sellers of PackMann Gesellschaft für Verpackungen und Dienstleistungen mbH ("PackMann"), acquired in 2022, as the profit target was met for the twelve-month period ending 31 May 2023.

£1.25m was paid in 2024 to the sellers of A.E. Sutton Limited ("Suttons"), acquired in 2023, as the profit target was met for the twelve-month period ending 29 February 2024.

£0.25m was paid in 2024 to the sellers of A & G Holdings Limited ("Gottlieb"), acquired in 2023, as the profit target was met for the twelve-month period ending 30 April 2024.

Contingent considerations are recognised as a liability in trade and other payables and are remeasured to fair value of £2.5m at the balance sheet date, all due within one year, based on a range of outcomes between £Nil and £4.1m. Trading in the post-acquisition period supports the remeasured value of £2.5m. The £2.5m relates to the acquisitions of PackMann (£1.0m), Gottlieb (£0.5m), B&D Group (£0.3m) and Allpack Direct (£0.7m).  The settlement of the amount initially recognised upon acquisition is reflected in cash flows from investing activities, with the element of the payment relating to any subsequent remeasurement included within cash flows from operating activities.

Fair values assigned to net assets acquired and consideration paid and payable are set out below:

 


Allpack

Direct

£000

Prior Year

Acquisitions

£000

2024

Total

£000

 

Net assets acquired

 

 

 

 

Other intangible assets

2,128

-

2,128

 

Tangible assets

24

-

24

 

Inventories

185

-

185

 

Trade and other receivables

299

-

299

 

Cash and bank balances

1,862

-

1,862

 

Trade and other payables

(325)

-

(225)

 

Current tax liabilities

(185)

-

(285)

 

Deferred tax liabilities (note 11)

(537)

-

(537)

 


 

 

 

 

Net assets acquired

3,451

-

3,451

 

Goodwill arising on acquisition

1,205

-

1,205

 


 

 

 

 

Total consideration

4,656

-

4,656

 

Contingent consideration on acquisitions

 

 

 

 

   Current year

(701)

-

(701)

 

   Prior years

-

1,975

1,975

 


 

 

 

 

Total cash consideration

3,955

1,975

5,930

 


 

 

 

 

Net cash outflow arising on acquisitions

 

 

 

 

Cash consideration

(3,955)

(1,975)

(5,930)

 

Cash and bank balances acquired

1,862

-

1,862

 


 

 

 

 

Net cash outflow - acquisitions

(2,093)

(1,975)

(4,068)

 


 

 

 

Per Cash Flow Statement

 

 

 

Net cash outflow from operating activities

-

(470)

(470)

Net cash outflow from investing activities

(2,093)

(1,505)

(3,598)


 

 

 

Net cash outflow - acquisitions

(2,093)

(1,975)

(4,068)

 


 

 

 



 

10.       Analysis of changes in net debt





 

Cash and

cash

equivalents

£000

 

Bank

borrowing

£000

 

Lease

liabilities

£000

 

Total

debt

£000

Total debt

 




At 1 January 2023

5,706

(9,143)

(34,569)

(38,006)

Non-cash movements




 

          Acquisitions

          Disposals

-

-

-

-

(1,521)

52

(1,521)

52

          New leases

          Exchange movements

          Lease modifications

-

-

-

-

-

-

(634)

57

(3,131)

(634)

57

(3,131)

Cash movements

157

(47)

3,524

3,634


 

 

 

 

At 30 June 2023

5,863

(9,190)

(36,222)

(39,549)

Non-cash movements




 

                Acquisitions

-

-

(280)

(280)

                Disposals

-

-

175

175

                New leases

-

-

(2,387)

(2,387)

                Exchange movements

-

-

(17)

(17)

                Lease modifications

-

-

(1,431)

(1,431)

Cash movements

1,828

2,026

3,986

7,840


 

 

 

 

At 31 December 2023

7,691

(7,164)

(36,176)

(35,649)

Non-cash movements




 

          Disposals

-

-

108

108

          New leases

          Exchange movements

-

-

-

-

(11,504)

36

(11,504)

36

Cash movements

2,091

(1,813)

4,173

4,451


 

 

 

 

At 30 June 2024

9,782

(8,977)

(43,363)

(42,558)


 

 

 

 

 

Total cash movements for 2023

1,985

1,979

7,510

11,474


 

 

 

 

 

Net bank funds

 

 

 

 

 

 

 

 

Net bank

funds

£000

 

At 30 June 2024

9,782

(8,977)

 

805


 

 

 

At 31 December 2023

7,691

(7,164)


527


 

 

 

 

Cash and cash equivalents (which are presented as a single class of asset on the balance sheet) comprise cash at bank and other short-term highly liquid investments with maturity of three months or less.



 

11.       Retirement benefit obligations

The figures below have been prepared by Aon based on the results of the triennial actuarial valuation as at 1 May 2023 updated to 30 June 2023, 31 December 2023 and 30 June 2024.  The scheme investments and the scheme's net surplus position as calculated under IAS 19 are as follows:

 

 

Investment class

30 June

2024

£000

30 June

2023

£000

31 December

2023

£000

 

Equities

 



 

UK equity funds

-

6,005

-

 

Overseas equity funds

-

15,608

-

 

Multi-asset diversified growth funds

4,897

12,259

10,198

 

Bonds

 



 

Liability-driven Investment funds

34,690

20,956

32,052

 

Other investments

 



 

European loan fund

-

7,024

-

 

Secured property income fund

-

5,638

-

Multi asset credit fund

10,041

1,024

9,824

 

Securitised credit funds

17,343

-

13,047

 

Cash

1,305

736

7,402

 


 

 

 

 

Fair value of Scheme investments

68,276

69,250

72,523

 

Present value of Scheme liabilities

(58,112)

(56,479)

(62,602)

 


 

 

 

 

Pension scheme surplus

10,164

12,771

9,921

 


 

 

 

These amounts were calculated using the following principal assumptions as required under IAS 19:

Assumptions

30 June 2024

30 June 2023

31 December 2023

Discount rate

5.10%

5.30%

4.50%

Rate of increase in pensionable salaries

0.00%

0.00%

0.00%

Rate of increase in pensions in payment

3% or 5%

for fixed increases

or 3.10% for LPI

3% or 5%

for fixed increases

or 3.17% for LPI

3% or 5%

for fixed increases

or 3.03% for LPI

PIE take up rate

60%

65%

60%

Inflation assumption (RPI)

3.30%

3.40%

3.20%

Inflation assumption (CPI)

2.80%

2.80%

2.70%

Life expectancy beyond normal retirement age of 65



Scheme member aged 55            Male                      22.4 years

22.6 years

22.3 years

                                                                Female                 24.1 years

24.3 years

24.0 years

Scheme member aged 65            Male

21.9 years

22.1 years

21.8 years

                                                                Female

23.4 years

23.5 years

23.3 years

Average uplift for GMP service

0.40%

0.40%

0.40%

 

 

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31 December

2023

£000

Movement in scheme surplus in the period

 



At start of period

9,921

10,199

10,199

Administration costs incurred

(244)

-

(71)

Employer contributions

-

625

1,250

Net finance income

217

247

510

Re-measurement of pension scheme liability in the period

270

1,700

(1,967)


 

 

 

At end of period

10,164

12,771

9,921


 

 

 


Sensitivity to key assumptions

Key assumptions used for IAS 19 are discount rate, inflation and mortality.  If different assumptions were used, then this could have a material effect on the surplus.  Assuming all other assumptions are held static then a movement in the following key assumptions would affect the level of the surplus as shown below:-

 

Assumptions

30 June

2024

£000

30 June

2023

£000

31 December

2023

£000


 



Discount rate movement of +3.0%

20,915

20,327

22,531

Inflation rate movement of +0.25%

(556)

(541)

(599)

Mortality movement of +0.1 year in age rating

131

127

141

Positive figures reflect a reduction in scheme liabilities and therefore an increase in the scheme surplus.

 

Six months

to 30 June

2024

£000

Six months

to 30 June

2023

£000

Year to 31

December

2023

£000

Movement in fair value of Scheme investments

 



Scheme investments at start of period

72,523

70,486

70,486

Interest income

1,582

1,645

3,313

Return on scheme assets (exc. amount shown in interest income)

(3,504)

(1,800)

1,543

Contributions from sponsoring companies

-

625

1,250

Administration costs incurred

(244)

-

(71)

Benefits paid

(2,081)

(1,706)

(3,998)


 

 

 

Scheme investments at end of period

68,276

69,250

72,523

 

 

 

 

Movement in present value of Scheme liabilities

 



Scheme liabilities at start of period

(62,602)

(60,287)

(60,287)

Interest cost

(1,365)

(1,398)

(2,803)

Actuarial gain due to the changes in financial and experience

3,774

3,500

(3,510)

Benefits paid

2,081

1,706

3,998


 

 

 

Scheme liabilities at end of period

(58,112)

(56,479)

(62,602)


 

 

 

Basis of recognition of surplus

Macfarlane Group PLC, based on legal opinion provided, has an unconditional right to a refund of surplus assets assuming the full settlement of plan liabilities in the event of a wind up of the Macfarlane Group PLC Pension & Life Assurance Scheme (1974) (the 'Scheme').  Furthermore, in the ordinary course of business the trustees have no rights to unilaterally wind up the Scheme, or otherwise augment the benefits due to members of the Scheme.  Based on these rights, any net surplus in the Scheme is recognised in full.

Investments

The Trustees review the Scheme investments regularly and consult with the Company regarding any changes.

Funding

Following the completion of the triennial actuarial valuation at 1 May 2023, Macfarlane Group PLC is not required to pay further deficit reduction contributions.

In June 2023, the UK High Court issued a ruling in the case of Virgin Media Limited v NTL Pension Trustees II Limited and other ("the Virgin Media case") relating to the validity of certain historical pension changes.  The ruling was upheld at the Court of Appeal in July 2024.  At 30 June 2024, it was unknown if, or to what extent, this ruling would impact the Scheme and therefore no adjustment was made in accounting for the pension surplus.  The implications of the ruling, if any, are being assessed and, if required, any adjustment will be made in the Annual Report and Accounts 2024.


12.       Deferred tax

Tax losses less

accelerated capital allowances

£000

 

Other intangible assets

£000

 

Retirement

Benefit

Obligations

£000

 

 

 

Total

£000

 

 

 



At 1 January 2023

(803)

(4,763)

(2,551)

(8,117)

Acquisitions

(124)

(1,959)

-

(2,083)

Credited/(charged) in income statement




 

      Current period

(31)

462

(217)

214

Charged in other comprehensive income

-

-

(425)

(425)

 

 

 

 

 

At 30 June 2023

(958)

(6,260)

(3,193)

(10,411)

Acquisitions

-

(160)

-

(160)

Credited/(charged) in income statement




 

      Current period

221

501

(205)

517

Credited in other comprehensive income

-

-

917

917

 

 

 

 

 

At 1 January 2024

(737)

(5,919)

(2,481)

(9,137)

Acquisitions

(5)

(532)

-

(537)

Credited/(charged) in income statement




 

                Current period

(159)

539

7

387

Charged in other comprehensive income

-

-

(68)

(68)

 

 

 

 

 

At 30 June 2024

(901)

(5,912)

(2,542)

(9,355)


 

 

 

 


 

 

 

 

Deferred tax assets

172

-

-

172

Deferred tax liabilities

(1,073)

(5,912)

(2,542)

(9,527)

 

 

 

 

 

At 30 June 2024

(901)

(5,912)

(2,542)

(9,355)


 

 

 

 

13.          Related party transactions

Related party transactions for 2023 are disclosed in note 26 of the 2023 Annual Report.  The directors are satisfied that, other than the changes in the Retirement Benefit Obligations disclosed in note 11 above, there have been no changes which could have a material effect on the financial position of the Group in the first six months of the financial year.

Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed.

Details of individual and collective remuneration of the Company's Directors and dividends received by the Directors for calendar year 2024 will be disclosed in the Group's 2024 Annual Report.  Peter Atkinson and Ivor Gray hold option awards over 1,064,021 and 526,706 ordinary shares respectively under the Macfarlane Group PLC Long Term Incentive Plan awarded in 2022, 2023 and 2024.

There are no other related party transactions during the six-month period which require disclosure.


14.          Post balance sheet events

On 6 July 2024, the Group's subsidiary, Macfarlane Group UK Limited acquired the protective packaging manufacturer Polyformes Limited, based in Bedfordshire, United Kingdom for a maximum cash consideration of £11.5m, including an earn-out of up to £4.8m over two years.  The net assets acquired amounted to £1.8m.

As disclosed in note 11, the Group is currently assessing the implications, if any, of the post balance sheet ruling in the Virgin Media case on the pension surplus recorded.  Any adjustment required will be made in the Annual Report and Accounts 2024.

15.          Interim Report

The interim report will be posted to shareholders on 9 September 2024.  Copies will be available from the registered office, 3 Park Gardens, Glasgow G3 7YE and available on the Company's website, www.macfarlanegroup.com, from that date.

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