Marks Electrical Group plc
Unaudited preliminary results for the year ended 31 March 2023
Continued revenue growth, robust profitability and positive trading outlook
Marks Electrical Group plc ("Marks Electrical", "the Company" or "the Group"), a fast-growing online electrical retailer, today announces its unaudited preliminary results for the year ended 31 March 2023 ("the year" or "FY23").
Financial highlights
• Record full-year revenue of £97.8m (FY22 £80.5m) representing a growth rate of 21.5%
• Maintained market-leading profitability despite external cost headwinds, resulting in a full year adjusted EBITDA(1) of £7.5m (FY22 £7.2m) at 7.7% margin and a statutory profit before tax of £6.4m (FY22 £3.8m)
• Free cash flow of £7.1m (FY22 £5.7m), representing a free cash flow margin of 7.3% (FY22 7.1%)
• Adjusted EPS of 4.82p(2) (FY22 5.01p), statutory EPS of 4.91p (FY22 3.22p)
• Robust, debt-free balance sheet with closing net cash(3) position of £10.0m (FY22 £3.9m), supporting a proposed final dividend of 0.66p per share and resulting in a total FY23 dividend payout of 0.96p (FY22: 0.67p) reflecting the Group's strong cash position and confidence in its outlook
• The final dividend will be paid (subject to shareholder approval at the AGM) on 17 August 2023 to shareholders who are on the register at the close of business on 14 July 2023, and shares will be marked ex-dividend on 13 July 2023
Operational highlights
• Growth in Major Domestic Appliances ("MDA") market share from 2.0% in FY22 to 2.5% in FY23, with our share in the online segment of the market growing from 3.5% to 4.7%(4)
• Growth in Consumer Electronics ("CE") market share from 0.2% in FY22 to 0.3% in FY23, with our share in the online segment of the market growing from 0.4% to 0.6%(5)
• Strong performance driven across all categories but particularly in A-rated energy efficient washing machines and tumble dryers, premium range cookers and small appliances, including air fryers and coffee machines
• Further focus on brand awareness initiatives across key locations, using social media, television, radio and out-of-home advertising drove an improvement in brand awareness in England from 7.0% in May 2022 to 15.0%(6) in May 2023
• Continued rapid growth in newly formed integrated, gas, electric and television installation services that are now offered on a next-day basis to over 65% of the UK population
• Maintained industry-leading Trustpilot rating of 4.8, demonstrating the strength of our customer proposition
Current trading and outlook
• Strong trading momentum in the first two months of FY24, with revenue growth exceeding 30% year-on-year
• Disciplined approach to margin management, capital allocation and cash conversion demonstrated in FY23, provides the Group with solid foundations to deliver our financial targets and strategic objectives in the year ahead, benefitting from our enhanced scale and operating leverage
Mark Smithson Chief Executive Officer, commented:
"We delivered another strong performance over the year, with revenue growth of 21.5%, which was particularly pleasing when compared to a prior year comparative of 44% and a difficult economic backdrop in which both the Major Domestic Appliances and Consumer Electronics markets have declined year-on-year.
The market share gain we've achieved in the online MDA market from 3.5% to 4.7% has been driven by the strength of our high-quality business model, our people and the attractiveness of our market-leading customer offering. More customers are discovering Marks Electrical and our focus on stocking the right products, at the right price, with the fastest and most convenient delivery & installation options sets us apart from the competition, enabling us to continue to grow, attract talent, strengthen our operational capacity and further develop our service offerings.
During the year we were laser-focused on customer service excellence and maintained our market-leading 4.8 Trustpilot score, whilst also developing our new gas, electric and television installation offering to over 65% of the UK on a next-day basis. This market-leading speed of service delivery is seeing very strong demand, and we are excited about its prospects in FY24 and beyond.
Despite some external cost headwinds in FY23, we were able to continue to achieve a market-leading adjusted EBITDA margin of 7.7%, demonstrating our differentiated operating model and sharp focus on all elements of our value chain, underpinned by our unique and scalable single-site fulfilment and distribution model.
As we look to FY24, we believe that our current market share continues to provide significant scope and opportunity for growth, regardless of the economic backdrop. We have been pleased to see continued growth of over 30% in April and May and a very strong start to June. We are focused on maintaining our performance management discipline on revenue, profit and cash in order continue to demonstrate our superior proposition and become the UK's leading premium electrical retailer."
Key financial highlights:
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Revenue |
|
|
97,754 |
80,478 |
Revenue growth % |
|
|
21.5% |
43.8% |
Adjusted EBITDA(1) |
|
|
7,549 |
7,247 |
Adjusted EBITDA margin |
|
|
7.7% |
9.0% |
Adjusted EBIT |
|
|
6,242 |
6,386 |
Adjusted EBIT margin |
|
|
6.4% |
7.9% |
Adjusted profit after tax |
|
|
5,067 |
5,255 |
Adjusted earnings per share(2) |
|
|
4.82p |
5.01p |
Statutory profit before tax |
|
|
6,423 |
3,765 |
Statutory profit after tax |
|
|
5,157 |
3,288 |
Statutory earnings per share |
|
|
4.91p |
3.22p |
|
|
|
|
|
Operating cash flow for conversion |
|
|
8,886 |
8,616 |
Operating cash conversion |
|
|
118% |
119% |
Free cash flow |
|
|
7,117 |
5,746 |
Free cash flow margin |
|
|
7.3% |
7.1% |
Net cash(3) |
|
|
9,972 |
3,872 |
Return on Capital Employed(7) |
|
|
41% |
57% |
|
|
|
|
|
Notes
(1) Adjusted EBITDA is a non-statutory measure defined as earnings before interest, tax, depreciation, and amortisation and adjusted for exceptional items, share-based payment charges and revaluation of investments.
(2) Adjusted EPS is a non-statutory measure of profit after tax, adjusted for exceptional items, share-based payment charges and revaluation of investments, over the total diluted ordinary number of shares in issue.
(3) Net cash represents cash and cash equivalents less financial liabilities (excluding lease liabilities).
(4) Based on the Group's analysis of GfK Market Intelligence sales tracking GB data, Major Domestic Appliances. During the year GfK reclassified floorcare from major domestic appliances to small domestic appliances. As such the current year 2.5% is on the new definition and the prior year 1.6% has been restated and is now 2.0%.
(5) Based on the Group's analysis of GfK Market Intelligence sales tracking GB data, Consumer Electronics.
(6) All figures, unless otherwise stated, are from YouGov Plc. Total sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May 2023. The survey was carried out online. The figures have been weighted and are representative of all England adults (aged 18+).
(7) Return on Capital Employed (ROCE) is defined as Adjusted EBIT / (Total Assets - Current liabilities)
Results presentations
An in-person presentation for sell-side analysts hosted by Mark Smithson, CEO, and Josh Egan, CFO, will take place at 09.00am this morning. Please contact markselectrical@dentonsglobaladvisors.com for further information.
In addition, management will also provide a live online presentation for investors at 2.30pm on 15 June 2023. The online event is open to all existing and potential shareholders and registration is free. Questions can be submitted during the presentation and will be addressed at the end. To register, please go to: link to sign up.
A recording of the presentation will be available shortly after the event at this link: Marks Electrical content page and will be posted onto the investor section of the website.
Enquiries:
Marks Electrical Group plc Via Dentons Global Advisors:
Mark Smithson (CEO) Tel: +44 (0)20 7664 5095
Josh Egan (CFO)
Dentons Global Advisors (Financial PR)
Jonathon Brill / James Styles / Fern Duncan Tel: +44 (0)20 7664 5095
markselectrical@dentonsglobaladvisors.com
Canaccord Genuity (NOMAD and Broker)
Max Hartley / Patrick Dolaghan Tel: +44 (0) 207 886 2500
About Marks Electrical
Marks Electrical is a fast growing, highly scalable, technology driven e-commerce electricals retailer which sells, delivers, installs and recycles a wide range of household electrical products. The Group was founded in Leicester in 1987 by Mark Smithson and has scaled into a nationwide online retailer with a compelling growth track record, thanks to its vertically integrated, low-cost, high-quality operating model, supported by the ongoing structural shift of consumers to purchase online. The Group operates within the UK Major Domestic Appliances (MDA) and Consumer Electronics (CE) market, estimated to be worth approximately £7 billion.
Primarily through its simple, clear and intuitive website - markselectrical.co.uk - the Group offers over 4,500 products from over 50 leading brands across its main product categories, which include Cooking, Refrigeration, Washers & Dryers, Dishwashers and Audio-Visual. These products are sourced from UK distributors of the brands, with whom the Group maintains strong and direct relationships. Marks Electrical delivers direct to customers in its owned and branded vehicles, operated by the Group's skilled team of delivery drivers, who are also able to offer installation and recycling services.
For further information, visit the Marks Electrical corporate website: https://group.markselectrical.co.uk and its retail website: https://markselectrical.co.uk/.
Group CEO
Following our second year as a company admitted to trading on AIM, I am not only proud of the overall progress we have made, but even more proud of meeting the targets we set at IPO, to grow our market share profitably and deliver on our expectations for further growth across revenue, profit and cash. We achieved this against a challenging market back-drop and with the online Major Domestic Appliances ("MDA") and Consumer Electronics ("CE") markets being down over 6% during the year.
Our focus on operational excellence, customer service, and improving brand awareness has enabled us to continue to gain share in a very competitive market, where our share has grown from 2.0% to 2.5%(1) of the overall MDA market and from 3.5% to 4.7%(1) in the online segment.
Reflecting on the year and looking forward to the next, I am fortunate to work with such a talented, committed and focussed team of colleagues across all our operations. Without their dedication and hard work, we wouldn't have achieved what we have in the last 12 months and I look forward to continuing our journey together, as one team, in the years ahead.
We continued our growth throughout the year, being up during every calendar month and achieving year-on-year revenue growth of 21.5% from £80.5m to £97.8m, building on the 44% growth delivered in FY22. Our adjusted EBITDA was £7.5m at a 7.7% margin and a statutory profit before tax of £6.4m, where we maintained our disciplined approach to cost control, despite multiple external cost headwinds such as wage inflation, national insurance, and fuel and energy cost increases. We delivered a statutory EPS of 4.91p and an adjusted EPS of 4.82p and are recommending a final dividend of 0.66p per share representing a payout ratio of 20% for the year, demonstrating the strength of our balance sheet.
Market share - a small share of a big opportunity
As a business we are predominantly focused on the MDA market and have also been expanding our footprint in the CE market,
primarily in the television category.
During the year, the online market for both MDA and CE was challenging with an overall decline of over 10% in the online MDA market and over 3% in the online CE market. Despite the challenging market dynamics, we have outperformed and grown consistently throughout this period.
It's these statistics that are truly exciting; we have a very small share of an enormous market which has allowed us to be agile and flexible in navigating this challenging period and also provides us with confidence for the future, given the huge runway to grow profitably thanks to our highly efficient and scalable operating model.
Our strategy for growth
Our approach is simple - we put the customer at the heart of everything we do and have four key elements to our strategy for growth:
· Customer proposition
· Brand awareness
· Operational capacity
· Financial performance
Customer proposition
Our operating model is unique across the MDA sector in that we consistently offer free next-day delivery for in-stock items over £500, throughout our wide range of products, to over 90% of the UK population. Coupled with this, our newly launched installation
service, now also offers integrated, gas, electric and television installations to over 65% of the UK population on a next-day basis.
This truly unique proposition centres around the vertical integration of our delivery model, with our own fleet, employed drivers and installers, and our centralised single-site distribution centre, maximising efficiency and improving financial returns. During the year we have made substantial progress in developing our customer proposition, including:
• Expanding our delivery areas to Cornwall, Glasgow, Edinburgh, and throughout all of Wales;
• Developing our range of SKUs across MDA, CE and SDA, whilst starting the development of our computing category;
• Adding more third-party finance offerings to provide new credit solutions and interest-free options for customers;
• Developing and launching our new integrated installation offering with our own employed team of Gas Safe installation engineers;
• Improving our customer service response time and options for interaction, including live chat; and
• Maintaining our industry-leading Trustpilot score of 4.8.
Our strong partnerships with a wide range of premium brands, combined with our focus on high-end products and services,
enables us to deliver not only an exceptional customer offering, but also higher average order value, in turn supporting the superior margin profile of the business. We are committed to providing a market-leading customer service proposition that sets us apart from the competition and allows us to continue to gain profitable market share.
Brand awareness
When we listed in November 2021, we outlined how one of the keys to our success was to grow our brand awareness. During the year we updated our brand awareness study which revealed that 15%(2) of the population in England had heard of Marks Electrical. This was an increase of 8(3) percentage points against the study we carried out at the end of the previous financial year, demonstrating the achievements we have made in broadening our awareness, but also showing the significant opportunity for growth, as more people across the UK come into contact with our brand for the first time.
Our focused brand-building activities across digital, television, out-of-home and social media channels helped us improve awareness, and this, coupled with our expanded delivery areas and newly formed installation offering, will continue to enable us to grow the prominence of Marks Electrical across the UK.
To give further prominence to our brand, we took the decision during the year to revamp our fleet with new, bright and fresh livery, giving our delivery vehicles the true Marks Electrical look. These eye-catching vehicles are now out on the road and representing our brand across the country daily.
During the year, we also launched MRK1, our company mascot, whose mission in life is to seek-out great electrical deals for customers! We've used this creative across multiple media channels and will continue to grow MRK1's prominence in the years ahead as we develop our position as the UK's leading premium electrical retailer.
Operational capacity
We made further improvements to our distribution centre to add additional mezzanine flooring and racking, and raise ceiling heights, allowing for a higher level of capacity. In addition, we have improved inventory days allowing us to make better use of our existing space as we increase throughput to achieve higher revenue levels.
We have moved our operational warehouse teams to a four on / four off shift pattern, allowing us to operate 24/7 and align the shift patterns with our delivery and installation teams. Alongside this we have continued to add roles in our Customer Services, Sales and administrative teams and develop our training plans across the business.
As part of our improvements across our operational capacity, we have developed our own in-house installation team, by recruiting experienced installation engineers, allowing us to bring in-house, integrated, gas and electrical appliance installation services that were historically outsourced. This service offering is now growing rapidly and we are excited about the speed of development we are seeing in this area of the business, which further differentiates us from the competition.
We've expanded our delivery fleet during the year from 45 to 50 vehicles and introduced a new installation vehicle model based on the Mercedes LWB Sprinter platform. Investing across our business in people, processes and equipment will ensure that we retain talent and provide them with the best tools to give customers an excellent service.
Financial performance
The strong competitive activity we saw in pricing and marketing during the first half eased in the second half, allowing us to improve gross margin and this, combined with our disciplined approach to cost control, allowed us to achieve an adjusted EBITDA of £7.5m with a margin of 7.7% and a statutory profit before tax of £6.4m.
Whilst this was a lower margin than in the prior year, we maintained our focus on cost control to mitigate the impact of external cost headwinds such as wage inflation, temporary national insurance, and fuel and energy cost increases.
We made continued progress on working capital management, reducing inventory days from 90 to 74 and improving terms with
suppliers, allowing us to deliver an operational cash conversion of 118%, demonstrating the highly cash-generative nature of our earnings model. We were also able to finish the year with a net cash position of £10.0m and a return on capital employed of 41%.
This strong cash performance means we can reinvest in the growth of the business, whilst remaining debt free, and simultaneously provide returns for shareholders through dividends. We were proud to meet our IPO commitments and pay our maiden dividend in August 2022, declare our first interim dividend for FY23 in December 2022, and are recommending a final dividend of 0.66p per share representing a payout ratio of 20% for FY23, payable in August 2023.
We believe this combination of profitable growth, high return on capital and dividend income provides a compelling proposition to drive attractive long-term shareholder returns.
Outlook - focused on delivering profitable market share growth
We believe that our current share of the UK MDA market of 2.5%(1) and online share of 4.7%(1), with an even smaller share in consumer electronics, continues to provide significant scope and opportunity for growth, regardless of the economic backdrop. Our market leading customer service and free next-day delivery for items over £500, combined with in-house installation expertise, provides a compelling and unique offering, that sets us apart from the competition.
As momentum continues to develop and our brand awareness broadens, our focus on operational excellence and cash flow generation, combined with our strong net cash position, provides us with a robust platform to generate continued profitable market share growth and become the UK's leading premium electrical retailer.
Mark Smithson
Chief Executive Officer
Notes
(1) Based on the Group's analysis of GfK Market Intelligence sales tracking GB data, Major Domestic Appliances. During the year GfK reclassified floorcare from major domestic appliances to small domestic appliances. As such the current year 2.5% is on the new definition and the prior year 1.6% has been restated and is now 2.0%.
(2) All figures, unless otherwise stated, are from YouGov Plc. Total sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May 2023. The survey was carried out online. The figures have been weighted and are representative of all England adults (aged 18+).
(3) All figures, unless otherwise stated, are from YouGov Plc. Total sample size was 3,728 adults. Fieldwork was undertaken between 25 October - 02 November 2022. The survey was carried out online. The figures have been weighted and are representative of all England adults (aged 18+).
Financial review
Following our second year as an AIM traded company, we continued our trajectory of profitable market share growth in a declining market, whilst also navigating the demanding backdrop of the UK cost of living crisis. We increased salaries and
benefits throughout the workforce to reflect the higher cost of living, with an average pay rise during the year of 9.5%. This,
compounded with higher fuel and energy costs, temporary national insurance rises and the reintroduction of business rates, has required a tight focus on cost control but despite all of this, we are pleased to have achieved a market-leading adjusted EBITDA margin for FY23.
Furthermore, we've also kept a tight control on working capital, improving inventory turn and credit with suppliers, and allocated
capital carefully to improve our operational effectiveness. This cash-focussed approach resulted in a closing net cash position of £10.0m and a return on capital employed of 41%.
Statutory measures
The Group's statutory revenue for the year was £97.8m, up 21.5% from £80.5m in 2022. Gross profit for the year was £19.0m, up 19.3% from £15.9m in 2022, with a gross margin of 19.4%, down 40 bps from 2022. The key drivers of the fall in gross margin were increased fuel costs, distribution wages and interchange charges.
Statutory operating profit was up 63.4% from £3.6m in 2022 to £5.9m. The primary reason for the increase in operating profit was the exceptional costs incurred in the prior year, in relation to the IPO.
Statutory profit before tax is up 70.6% from £3.8m in 2022 to £6.4m, driven by the exceptional costs referenced above, as well as finance income received, and a higher gain on the Group's investment in Combined Independents (Holdings) Limited, the buying group of which the Company is a member.
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Revenue |
|
97,754 |
80,478 |
21.5% |
Gross profit |
|
18,962 |
15,895 |
19.3% |
Gross profit margin |
|
19.4% |
19.8% |
(40)bps |
Operating profit |
|
5,938 |
3,635 |
63.4% |
Operating profit margin |
|
6.1% |
4.5% |
160bps |
Profit before tax |
|
6,423 |
3,765 |
70.6% |
Profit before tax margin |
|
6.6% |
4.7% |
190bps |
Profit after tax |
|
5,157 |
3,288 |
56.8% |
Profit after tax margin |
|
5.3% |
4.1% |
120bps |
Adjusted EBITDA1 |
|
7,549 |
7,247 |
4.2% |
Adjusted EBITDA margin |
|
7.7% |
9.0% |
(130)bps |
Adjusted EBIT1 |
|
6,242 |
6,386 |
(2.3)% |
Adjusted EBIT margin |
|
6.4% |
7.9% |
(150)bps |
Revenue and gross margin
The Group has enjoyed another strong year with revenue growth of 21.5%, taking total revenue to £97.8m (2022: £80.5m), an impressive result considering the challenging market back-drop. This continued revenue growth builds confidence in the Group's ability to deliver its strategy and the strength of the business model. Revenue growth was slightly slower in the first half of the year at 15.1%, followed by a strong second half at 27.0%. Economic uncertainty prevailed throughout the year, but with continued focus on out-of-home, online and other offline advertising, the Group saw strong improvements in website traffic and brand awareness, which drove particularly strong growth during peak trading (October to December).
Gross profit margin declined by 40bps against the previous financial year ("2022"), driven by increases in fuel costs, wage
costs and interchange charges. The general market commentary on driver shortages continued in FY23, but despite the pressure in this competitive market, we have expanded our driver base by 30 and continue to successfully build this team to meet increasing demand.
During the year, we took the decision to bring gas and electrical installation services in-house, which was previously outsourced
to third-party suppliers. The key driver behind this move was to gain full control of our outbound distribution network to ensureprovide the highest level of service in all aspects of our offering. Since launching, we have been able to offer significantly shorter wait times for installation jobs and we now employ over 30 gas and electrical engineers. We are experiencing ever-increasing demand for installation services and are excited about its potential.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Revenue |
|
|
97,754 |
80,478 |
21.5% |
Cost of Sales |
|
|
(78,792) |
(64,583) |
22.0% |
Gross profit |
|
|
18,962 |
15,895 |
19.3% |
Gross margin |
|
|
19.4% |
19.8% |
(40)bps |
Advertising and marketing costs
The Group continued to invest in both online and offline advertising activity during the year, with total spend at 5.0% of revenue in FY23 (2022: 5.0%).
Online marketing spend has been focussed on search engine optimisation, strategic pay-per-click Google and Bing activities, and use of affiliate programmes. We have improved online presence across our SKUs and have improved our search result rankings. In addition, we launched our social campaigns in a more fulsome way, by recruiting a new agency to assist us driving awareness on Facebook, TikTok and Instagram.
We began several out-of-home campaigns during the year to improve brand awareness, including "mega rears" on London buses, digital and poster adverts throughout the Transport for London network, motorway services, major airports, and train stations. The Group also ran several TV adverts during the year in pursuit of increasing aided recall.
The benefits of the investments being made are coming to fruition, with the Group's brand awareness increasing from 7%(2) in FY22 to 15%(3) in FY23. We believe this increased brand awareness has driven sales during the year, particularly during peak trading.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Revenue |
|
|
97,754 |
80,478 |
21.5% |
Advertising and marketing costs |
|
|
(4,906) |
(4,004) |
22.5% |
Advertising and marketing as % of revenue |
|
|
5.0% |
5.0% |
0bps |
Other operating expenses (excluding depreciation)
Other operating expenses were 6.7% of revenue during FY23 versus 5.8% during FY22. The increase was anticipated and
driven by multiple factors, being a full year of plc related costs, which are unlikely to increase significantly moving forwards; the
Government's retraction of COVID-19 business rate relief, which will now be largely flat other than inflationary increases; and investment in operational and buying teams, ensuring the Group continues to deliver exceptional service, whilst supporting the growth of the business.
As a business, our focus on minimising other operating expenses is key to us driving operating leverage in the future as the business scales.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Revenue |
|
|
97,754 |
80,478 |
21.5% |
Other operating expenses (excluding depreciation) |
|
|
(6,507) |
(4,644) |
40.1% |
Other operating expenses as % of revenue |
|
|
6.7% |
5.8% |
(90)bps |
Adjusted earnings before Interest, tax, depreciation and amortisation ("adjusted EBITDA")
The Group achieved adjusted EBITDA in the year of £7.5m, £0.3m ahead of FY22. Margin decreased by 130bps to 7.7% from FY22 due to the following aforementioned points:
• 40bps in gross margin, following an increase in fuel costs, driver wages and interchange charges.
• 90bps as a result of a full year of plc costs, removal of business rate relief and investment in operational and buying teams.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Statutory profit after tax |
|
|
5,157 |
3,288 |
56.8% |
Addback: |
|
|
|
|
|
Exceptional items |
|
|
- |
2,125 |
- |
Underlying profit after tax |
|
|
5,157 |
5,413 |
(4.7)% |
Addback: |
|
|
|
|
|
Underlying tax charge |
|
|
1,266 |
1,028 |
23.2% |
Underlying profit before tax |
|
|
6,423 |
6,441 |
(0.3)% |
Add back: |
|
|
|
|
|
Finance costs |
|
|
67 |
65 |
3.1% |
Finance income |
|
|
(71) |
- |
- |
Share-based payment |
|
|
304 |
75 |
305.3% |
Fair value gains |
|
|
(481) |
(195) |
146.7% |
Adjusted EBIT |
|
|
6,242 |
6,386 |
(2.3)% |
Depreciation and amortisation |
|
|
1,307 |
861 |
51.8% |
Adjusted EBITDA |
|
|
7,549 |
7,247 |
4.2% |
Adjusted EBITDA margin |
|
|
7.7% |
9.0% |
(130)bps |
Statutory Profit after tax
During the year statutory profit after tax was £5.2m, up £1.9m versus FY22 at £3.3m. This increase is primarily due to
exceptional costs incurred in the prior year.
Share-based payments
The Group issued new awards under its long-term incentive plan during the year to senior and junior management. This, combined with the market value options and free shares awarded in FY22 resulted in a P&L charge of £0.3m (2022: £0.1m). This charge and related professional fees are removed from adjusted financial performance measures.
Depreciation and amortisation
Depreciation and amortisation increased by £0.5m to £1.3m during the year (2022: £0.9m), primarily due to the addition of 13 new vans, a full year of right-of-use lease depreciation, as well as investment in mezzanine flooring in the warehouse and general site improvements.
Taxation
The tax charge for FY23 is £1.3m with an effective tax rate of 19.7%, 0.7% higher than the statutory corporation tax rate. The difference is driven by a deferred tax charge, which was higher than usual in the year due to the Group utilising the 130% super deduction on capital additions, in combination with the increase in future headline corporation tax to 25.0%.
The current tax liability held on balance sheet at the year end is £0.3m (2022: £0.1m) with a deferred tax liability of £0.8m (2022: £0.5m).
Earnings per share
Basic earnings per share ("EPS"), which is calculated for both the current and comparative year based upon the weighted average number of shares in the year, is 4.91p per share (2022: 3.22p per share).
Adjusted EPS is 4.82p per share (2022: 5.01p per share), the key driver for the reduction during the year being an increase in the effective tax rate, moving from 16.0% to 19.7%. The table below shows the reconciliation between statutory and adjusted earnings per share. See Note 3 to the financial statements for further details.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Statutory profit after tax |
|
|
5,157 |
3,288 |
56.8% |
Addback: |
|
|
|
|
|
Exceptional items |
|
|
- |
2,676 |
- |
Tax effect of exceptional items |
|
|
- |
(551) |
- |
Underlying profit for the year |
|
|
5,157 |
5,413 |
(4.7)% |
Changes relating to share-based payments net of tax |
|
|
271 |
- |
- |
Fair value gains net of tax |
|
|
(361) |
(158) |
128.5% |
Adjusted profit after tax |
|
|
5,067 |
5,255 |
(3.6)% |
Fully diluted number of ordinary shares |
|
|
105,034 |
104,949 |
0.1% |
Adjusted earnings per share |
|
|
4.82p |
5.01p |
(3.8)% |
Adjusted earnings per share for the year ended 31 March 2022 did not exclude the share-based payment charge of £75,000, the impact of excluding this charge would have increased adjusted earnings per share to 5.08p. This earnings measure is consistent with other adjusted measures and is disclosed in the definitions on page 21.
Cashflow and statement of financial position
During the year the Group achieved an adjusted cash flow from operating activities of £9.9m (2022: £9.3m) with an adjusted operating cash flow for conversion of £8.9m (2022: £8.6m) at 118% (2022: 119%) and free cash flow of £7.1m (2022: £5.7m), resulting in a closing net cash position of £10.0m (2022: £3.9m).
The Group invested £0.5m in a new mezzanine floor in the distribution centre, along with general site improvements and other equipment. These additions improve the longevity of the current site by improving existing and future inventory capacity and therefore revenue capacity.
Investments were made into the fleet during the year, with the addition of 13 new vans, plus the re-branding of the existing fleet to showcase the Marks Electrical blue and improve brand awareness. The addition of the new vans and modernisation of the fleet totalled £0.5m. The Group achieved working capital improvements of £2.3m during the year, through improved credit terms with key suppliers leading to a £3.5m cash inflow, plus improved inventory days allowing inventory to remain broadly flat whilst delivering higher revenue. This was offset by an increase in receivables £1.3m, predominantly driven by increased manufacturer rebates, due to higher revenue levels.
The Group finished the year in a net cash position of £10.0m (2022: £3.9m) with no debt or long-term lending facilities outside of its finance leases.
|
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Change %/bps |
Underlying profit before tax |
|
|
6,423 |
6,441 |
(0.3)% |
Addback: |
|
|
|
|
|
Finance costs |
|
|
67 |
65 |
3.1% |
Finance income |
|
|
(71) |
- |
- |
Profit on disposal of fixed assets |
|
|
(41) |
(17) |
141.2% |
Depreciation and amortisation |
|
|
1,347 |
878 |
53.4% |
Revaluation of investments |
|
|
(481) |
(195) |
146.7% |
LTIP costs |
|
|
304 |
75 |
305.3% |
Release of provision |
|
|
- |
(155) |
- |
Decrease/(increase) in inventories |
|
|
189 |
(2,957) |
(106.4)% |
(Increase)/decrease in receivables |
|
|
(1,345) |
212 |
(734.4)% |
Increase in payables |
|
|
3,461 |
4,926 |
29.7% |
Adjusted cash flow from underlying operating activities |
|
|
9,853 |
9,273 |
6.3% |
Less: |
|
|
|
|
|
Outflows for lease payments |
|
|
(967) |
(657) |
47.2% |
Operating cash flow for conversion |
|
|
8,886 |
8,616 |
3.1% |
Operating cash conversion |
|
|
118% |
119% |
(100)bps |
Investing activities |
|
|
(918) |
(774) |
18.6% |
Tax paid |
|
|
(784) |
(2,042) |
(61.6)% |
Interest paid |
|
|
(67) |
(54) |
24.1% |
Underlying free cash flow |
|
|
7,117 |
5,746 |
23.9% |
Events after the reporting period
There have been no material events to report after the end of the reporting period.
Current trading and outlook
The positive trading momentum delivered in FY23 has continued into the new financial year, with revenue growth of over 30% in April and May. Our disciplined approach to margin management, capital allocation and cash conversion provides the Group with solid foundations to deliver on our financial targets and strategic objectives in the year ahead, as we benefit from our enhanced scale, growing market share and operating leverage.
Dividend
We delivered an adjusted EPS of 4.82p during the year and are recommending a final dividend of 0.66p per share, representing a full year pay-out of 0.96p at a ratio of 20%. For further information on dividends, see Note 5 to the financial statements.
Josh Egan
Chief Financial Officer
(1) Adjusted EBITDA, Adjusted EBIT, operating cash conversion, return on capital employed and adjusted earnings per share are alternative performance measures as defined on page 21.
(2) All figures, unless otherwise stated, are from YouGov Plc. Total sample size was 3,728 adults. Fieldwork was undertaken between 25 October - 02 November 2022. The survey was carried out online. The figures have been weighted and are representative of all England adults (aged 18+).
(3) All figures, unless otherwise stated, are from YouGov Plc. Total sample size was 3,475 adults. Fieldwork was undertaken between 11 - 22 May 2023. The survey was carried out online. The figures have been weighted and are representative of all England adults (aged 18+).
Unaudited Consolidated Statement of comprehensive income
Year ended 31 March 2023
|
|
Year ended 31 March 2023 |
Year ended 31 March 2022 |
||
|
Notes |
Statutory £000 |
Underlying £000 |
Non-underlying £000 |
Statutory £000 |
Revenue |
|
97,754 |
80,478 |
- |
80,478 |
Cost of Sales |
|
(78,792) |
(64,583) |
- |
(64,583) |
Gross profit |
|
18,962 |
15,895 |
- |
15,895 |
Administrative expenses |
|
(13,024) |
(9,584) |
- |
(9,584) |
Operating exceptional charges |
|
- |
- |
(2,676) |
(2,676) |
Total Administrative expenses |
|
(13,024) |
(9,584) |
(2,676) |
(12,260) |
Operating profit |
|
5,938 |
6,311 |
(2,676) |
3,635 |
Finance income |
|
71 |
- |
- |
- |
Fair value gains |
|
481 |
195 |
- |
195 |
Finance expenses |
|
(67) |
(65) |
- |
(65) |
Profit before income tax |
|
6,423 |
6,441 |
(2,676) |
3,765 |
Tax on profit |
|
(1,266) |
(1,028) |
551 |
(477) |
Profit for the financial year |
|
5,157 |
5,413 |
(2,125) |
3,288 |
Total comprehensive income for the period |
|
5,157 |
5,413 |
(2,125) |
3,288 |
Earnings per share |
|
|
|
|
|
Statutory basic and diluted earnings per share |
3 |
4.91p |
|
|
3.22p |
All the results arise from continuing operations.
Unaudited Consolidated Statement of financial position
At 31 March 2023
|
Notes |
At 31 March 2023 £000 |
At 31 March 2022 £000 |
Assets |
|
|
|
Non-current assets |
|
|
|
Property, plant and equipment |
|
1,559 |
841 |
Right-of-use assets |
|
1,418 |
2,328 |
Investments |
|
1,716 |
1,293 |
|
|
4,693 |
4,462 |
Current assets |
|
|
|
Inventories |
|
14,200 |
14,389 |
Trade and other receivables |
|
3,982 |
2,627 |
Cash and cash equivalents |
|
9,972 |
3,872 |
|
|
28,154 |
20,888 |
Total assets |
|
32,847 |
25,350 |
Liabilities |
|
|
|
Current liabilities |
|
|
|
Trade and other payables |
|
(16,545) |
(13,067) |
Lease liabilities |
|
(921) |
(938) |
Current tax liabilities |
|
(302) |
_(145) |
|
|
(17,768) |
(14,150) |
Non-current liabilities |
|
|
|
Lease liabilities |
|
(473) |
1,324 |
Deferred tax |
|
(782) |
466 |
Total liabilities |
|
(19,023) |
(15,940) |
Net assets |
|
13,824 |
9,410 |
Shareholders' equity |
|
|
|
Called up share capital |
6 |
1,049 |
1,049 |
Share premium |
6 |
4,694 |
4,694 |
Treasury shares |
6 |
(4) |
(4) |
Merger reserve |
6 |
(100,000) |
(100,000) |
Retained earnings |
6 |
108,085 |
103,671 |
Total equity shareholders' funds |
|
13,824 |
9,410 |
Unaudited Consolidated Statement of changes in equity
Year ended 31 March 2023
|
Notes |
Called up share capital £000 |
Share premium £000 |
Treasury shares £000 |
Merger reserve £000 |
Revaluation reserve £000 |
Retained earnings £000 |
Total shareholders' equity £000 |
At 31 March 2021 |
|
100,000 |
- |
- |
(99,994) |
1,235 |
9,132 |
10,373 |
Total comprehensive income for the period |
|
- |
- |
- |
- |
- |
3,288 |
3,288 |
Contributions by and distributions to owners: |
|
|
|
|
|
|
|
|
-Dividends paid |
5 |
- |
- |
- |
- |
- |
(3,884) |
(3,884) |
-Dividends in specie |
5 |
- |
- |
- |
- |
- |
(5,175) |
(5,175) |
-Issue of shares |
|
49 |
4,954 |
(4) |
- |
- |
- |
4,999 |
-Costs of share issue |
|
|
(260) |
|
|
|
|
(260) |
-Capital reduction |
|
(99,000) |
- |
- |
- |
- |
99,000 |
- |
-Cancellation of E shares |
|
- |
- |
- |
(6) |
- |
- |
(6) |
-Share based payment charge |
|
- |
- |
- |
- |
- |
75 |
75 |
Sale of property |
|
- |
- |
- |
- |
(1,235) |
1,235 |
- |
At 31 March 2022 |
|
1,049 |
4,694 |
(4) |
(100,000) |
- |
103,671 |
9,410 |
Total comprehensive income for the period |
|
- |
- |
- |
- |
- |
5,157 |
5,157 |
Contributions by and distributions to owners: |
|
|
|
|
|
|
|
|
-Dividends paid |
5 |
- |
- |
- |
- |
- |
(1,017) |
(1,017) |
-Share based payment charge |
|
- |
- |
- |
- |
- |
274 |
274 |
At 31 March 2023 |
|
1,049 |
4,694 |
(4) |
(100,000) |
- |
108,085 |
13,824 |
All the results arise from continuing operations.
Unaudited Consolidated Cashflow
Year ended 31 March 2023
|
Notes |
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Cash flows from operating activities |
|
|
|
Profit for the period |
|
5,157 |
3,288 |
Adjustments for non-cash items: |
|
|
|
Depreciation of property, plant and equipment |
|
326 |
189 |
Depreciation of right-of-use assets |
|
1,021 |
689 |
Profit on disposal of property, plant and equipment |
|
(41) |
(17) |
Fair value gains |
|
(481) |
(195) |
Share based payment expense |
|
304 |
75 |
Interest (income)/expense |
|
(4) |
65 |
Taxation charged |
|
1,266 |
477 |
Release of provisions |
|
- |
(155) |
Movements in working capital: |
|
|
|
Decrease/(increase) in inventories |
|
189 |
(2,957) |
(Increase)/decrease in receivables |
|
(1,345) |
212 |
Increase in payables |
|
3,461 |
4,927 |
Cash flow generated from operations |
|
9,853 |
6,598 |
Corporation tax paid |
|
(784) |
(2,042) |
Net cashflow generated from operations |
|
9,069 |
4,556 |
Cash flows from investing activities |
|
|
|
Purchase of property, plant and equipment |
|
(1,049) |
(583) |
Deposits on right-of-use assets |
|
(33) |
(304) |
Proceeds from sale of property, plant and equipment |
|
45 |
65 |
Income from investments |
|
58 |
48 |
Interest received |
|
61 |
- |
Net cash used by investing activities |
|
(918) |
(774) |
Cash flows from financing activities |
|
|
|
Interest paid |
|
- |
(11) |
Issue of ordinary share capital |
|
- |
4,739 |
Repayment of borrowings |
|
- |
(1,537) |
Interest paid on lease liabilities |
|
(67) |
(54) |
Principal repayment of lease liabilities |
|
(967) |
(656) |
Equity dividends paid |
5 |
(1,017) |
(3,884) |
Net cash used by financing activities |
|
(2,051) |
(1,403) |
Net increase in cash and cash equivalents |
|
6,100 |
2,379 |
Cash and cash equivalents at the beginning of the period |
|
3,872 |
1,493 |
Cash and cash equivalents at end of the period |
|
9,972 |
3,872 |
Notes to the financial statements
Year ended 31 March 2023
1 General Information
The Company is a public limited company incorporated in the United Kingdom under the Companies Act 2006 (registration number 13509635). The Company is domiciled in the United Kingdom and its registered address is 4 Boston Road, Leicester, LE4 1AU. The Company's ordinary shares are listed on the AIM market, of the London Stock Exchange.
The principal activity of the Company and its subsidiaries (the "Group") throughout the period is the supply of domestic electrical appliances and consumer electronics in the United Kingdom.
2 Accounting policies
2.1 Basis of preparation
This consolidated financial information has been prepared in accordance with UK adopted international accounting standards.
There are no new standards, interpretations and amendments which are not yet effective in these financial statements, expected to have a material effect on the Group's future financial statements.
The financial information has been prepared on a going concern basis under the historical cost convention. The financial information and the notes to the financial information are presented in thousands of pounds sterling ('£'000'), the functional and presentation currency of the Group, except where otherwise indicated.
The financial information set out in this unaudited preliminary announcement does not constitute the Group's statutory financial statements for the years ended 31 March 2023 or 31 March 2022 as defined in section 435 of the Companies Act 2006 (CA 2006). The financial information for the year ended 31 March 2023 has been extracted from the Group's unaudited financial statements. Statutory financial statements for the year ended 31 March 2022 have been delivered to the Registrar of Companies, the auditors reported on those accounts; their report was unqualified and did not contain a statement under either Section 498(2) or Section 498(3) of the Companies Act 2006.
2.2 Going concern
The Group has traded positively during the year, delivering sales growth of 21.5%, whilst maintaining a 6.1% operating margin and net cashflow of £6.1m.
Management have prepared detailed financial projections for the period to 30 June 2024. These projections are based on the Group's detailed annual business plan. Sensitivity analysis has been performed to model the impact of more adverse trends compared to those included in the financial projections in order to estimate the impact of severe but plausible downside risks.
The key sensitivity assumptions applied include:
• A material slow-down in e-commerce sales;
• A significant increase in input costs, including goods sold and distribution costs.
Mitigating actions available to the Group were applied and the Board challenged the assumptions used. The Board of Directors has completed a rigorous going concern assessment and taken the following actions to test or enhance the robustness of the Group's liquidity levels for the period to 30 June 2024. As part of its assessment, the Board has considered:
• The cash flow forecasts and the revenue projections for the Group
• Reasonably possible changes in trading performance, including severe yet plausible downside scenarios
• An assessment of historical forecasting accuracy by comparing forecast cash flow to those actually achieved by the Group
• The Group's robust policy towards liquidity and cash flow management
• The Group's ability to successfully manage the principal risks outlined in this report
• The current cost of living crisis
• Inflation pressures facing the Group and its employees
In total, eight stress tests were performed on the base case with varying severities and multiple combinations, the worst-case scenario referenced above was the only scenario where mitigating action would have been required. In the worst-case scenario revenue was forecast to be 4.6% lower than FY23 levels with a 5.0% reduction in gross margin and a 10% increase in distribution costs. The mitigating responses that would be necessary are, short-term working capital management and short-term reduction in marketing spend, which are not considered to have any long-term impacts on the Group's performance.
After reviewing the forecasts and risk assessments and making other enquiries, the Board has formed the judgement at the time of approving the financial statements that there is a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements.
2.3 Consolidation
The Group financial statements include those of the parent company and its subsidiaries, drawn up to 31 March 2023. Subsidiaries are entities over which the Group obtains and exercises control through voting rights. Income, expenditure, unrealised gains and intra-Group balances arising from transactions within the Group are eliminated.
At the time of the IPO, the acquisition of the trading subsidiaries was achieved by way of share for share exchange and the difference between the par value of the shares issued and the fair value of the cost of investment was recorded as an addition to the merger reserve. The parent company statement of financial position shows a merger reserve of £59,999,999 and an investment of £159,999,998.
On a Group basis, an accounting policy was adopted based on the predecessor method as this is not a business combination but rather a group re-organisation and thus falls outside the scope of IFRS 3. IFRS does not specifically state how group re-organisations are accounted for. Therefore, in accordance with IAS 8, the Directors have considered the accounting for group re-organisations using merger accounting principles, as set out in FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland. Under this method, the financial statements of the parties to the combination are aggregated and presented as though the combining entities had always been part of the same group. The investment by Marks Electrical Group plc in Marks Electrical Limited was eliminated and the difference between the fair value and nominal value of the shares was adjusted through the merger reserve in the Group statement of financial position.
3. Earnings per share
3.1 Statutory earnings per share
(a) Earnings
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Statutory earnings |
|
5,157 |
3,288 |
(b) Number of shares
|
|
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Basic weighted average number of shares |
|
104,949,050 |
101,979,620 |
Dilutive effect of share options and awards |
|
85,183 |
- |
Diluted weighted average number of shares |
|
105,034,233 |
101,979,620 |
(c) Earnings per share
|
|
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Statutory earnings |
|
|
|
Basic statutory earnings per share |
|
4.91p |
3.22p |
Diluted statutory earnings per share |
|
4.91p |
3.22p |
|
|
|
|
3. Earnings per share (continued)
3.2 Non-Statutory earnings per share
(a) Earnings
|
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Statutory earnings |
|
5,157 |
3,288 |
Add: |
|
|
|
Exceptional costs net of tax |
|
- |
2,125 |
Share based expenses net of tax |
|
271 |
- |
Less: |
|
|
|
Fair value gains net of tax |
|
(361) |
(158) |
Adjusted earnings |
|
5,067 |
5,255 |
(b) Number of shares
|
|
Year ended 31 March 2023 |
Year ended 31 March 2022 |
Basic weighted average number of shares |
|
104,949,050 |
104,949,050 |
Dilutive effect of share options and awards |
|
85,183 |
- |
Diluted weighted average number of shares |
|
105,034,233 |
104,949,050 |
(c) Earnings per share
|
|
Year ended 31 March 2022 |
Year ended 31 March 2021 |
Adjusted earnings |
|
|
|
Basic adjusted earnings per share |
|
4.83p |
5.01p |
Diluted adjusted earnings per share |
|
4.82p |
5.01p |
Adjusted earnings per share is a non-statutory measure the Group is using to provide comparability and ease of understanding to the users of the financial statements. This includes adjustments to the earnings and the number of shares.
Adjusted earnings exclude all exceptional items, expenses relating to share-based payments, plus the add back of the revaluation in the investment of the Group's buying group. Adjusted earnings per share for the year ended 31 March 2022 did not exclude the share-based payment charge of £75,000, the impact of excluding this charge would have increased adjusted earnings per share to 5.08p. This earnings measure is consistent with other adjusted measures and is disclosed in the definitions on page 21.
The number of ordinary shares as at 5 November 2021 through to 31 March 2022 have been used as the basis for the current and prior periods adjusted earnings per share calculation. The shares in issue since IPO represents an indication of the future weighted average number of ordinary shares for evaluating the performance of the Group.
The number of ordinary shares during the year ended 31 March 2023 have remained constant.
The 85,183 shares that have been treated as potentially dilutive, relate to employee share options. The options are dependent on contingent criteria being met and this tranche had met the criteria at the year end. No further options had met the performance criteria at the year end therefore no further dilution is required.
4. Operating segments
IFRS 8 'Operating Segments' requires the Group to determine its operating segments based on information which is provided internally. Based on the internal reporting information and management structures within the Group, it has been determined that there is only one operating segment, being the Group, as the information reported includes operating results at a consolidated Group level only. There is also considered to be only one reporting segment, which is the Group, the results of which are shown in the consolidated statement of comprehensive income.
Management has determined that there is one operating and reporting segment based on the reports reviewed by senior management which is the chief operating decision-maker. Senior management is made up of Executive Directors and heads of department. Senior management is responsible for the strategic decision-making of the Group.
5. Dividends
|
Year ended 31 March 2023 £000 |
Year ended 31 March 2022 £000 |
Dividends paid during the year: |
|
|
Final dividend for 2022: 0.67p (2021: 3.88p) |
703 |
3,884 |
Interim dividend for 2023: 0.30p |
314 |
- |
Dividend in Specie (1) (2022: 5.18p per share) |
- |
5,175 |
Dividends paid (2) |
1,017 |
9,059 |
Final dividend for 2023 (3) : 0.66p (2022: 0.67p) |
693 |
703 |
(1) The dividend in specie in the prior year related to a group restructure prior to Admission, the consideration for the dividend in specie was the transfer of 100% of the share capital of Mavrek Properties Limited (previously an indirect subsidiary of the Group).
(2) Dividends paid and issued during the period totalled £1,017,277 (2022: £9,059,471). All dividends paid and issued in the prior year, were done so by Marks Electrical Limited not Marks Electrical Group plc and have been disclosed due to first year reporting under merger accounting, refer to the accounting policies for further details.
(3) The Board is recommending a final dividend of 0.66p per share (£692,664) that will be subject to final approval by the Board at the 2023 AGM. A dividend payout of 0.96p represents a pay-out ratio of 20%, with the 0.66p being a typical two-third share of the annualised amount. The dividend has not been accrued into the consolidated statement of financial position.
6. Share capital and reserves
Allotted, called up and fully paid |
At 31 March 2023 £ |
At 31 March 2023 Number |
At 31 March 2022 £ |
At 31 March 2022 Number |
Ordinary shares of £0.01 each |
104,949,050 |
1,049,491 |
104,949,050 |
1,049,491 |
|
104,949,050 |
1,049,491 |
104,949,050 |
1,049,491 |
Share Capital
Share capital comprises the nominal value of the Company's shares of £0.01 each.
Share premium
The share premium reserve is the premium paid on the Company's £0.01 Ordinary shares. During the year 4,545,454 shares
were issued for £1.10 each, resulting in a net premium of £4,694,000, consisting of £4,954,000 premium paid less £260,000 placing costs.
Merger reserve
The merger reserve relates to the merger relief under section 612 of the Company's Act, on the acquisition of Marks Electrical Limited, a 100% owned subsidiary of the Group.
On 8 October 2021, Marks Electrical Group plc acquired the 100 ordinary shares (100% of the share capital) in Marks Electrical Limited, in return for the issue of 99,999,999 ordinary shares with a nominal value of £1.00 each, at a price of £1.60 each, bringing the total consideration to £160,000,000. This transaction falls under section 612 of the Companies Act and merger relief was applied. On consolidation under the predecessor method a merger reserve of £100,000,000 was recognised.
6. Share capital and reserves (continued)
Treasury shares
Treasury reserve relates to shares acquired by the Group's employee benefit trust. At the year end the Group held 403,596 treasury shares (2022: 403,596). Total consideration paid for the treasury shares was £4,036.
Retained Earnings
Retained earnings are the accumulated profits and losses of the Group net of dividends and other adjustments.
Definitions
Adjusted measures are included within the financial statements to assist the users of the financial statements to understand underlying performance of the Group.
Earnings per share for the financial year ended 31 March 2022 is calculated on the number of shares in issue post the IPO on 5 November 2021 and is not representative of the number in issue 31 March 2021. See Note 3 to the financial statements for further details.
Adjusted EBITDA is a non-statutory measure defined as earnings before interest, tax, depreciation, and amortisation and adjusted for exceptional items (FY22 only), share-based payment charges and related costs, and revaluation of investments.
Adjusted EBIT is a non-statutory measure defined as earnings before interest, tax, and adjusted for exceptional items (FY22 only), share-based payment charges and related costs, and revaluation of investments.
Adjusted EPS is a non-statutory measure of profit after tax, adjusted for exceptional items (FY22 only), share-based payment charges and related costs, and revaluation of investments, over the total diluted ordinary number of shares in issue.
For the year ended 31 March 2022, the number of ordinary shares as at 5 November 2021 through to 31 March 2022 was used as the basis for the adjusted earnings per share calculation. This gave a more understandable representation of EPS as the share in issue prior to 5 November 2021 did not give an accurate indication of the future weighted average number of ordinary shares for evaluating the performance of the Group.
Operating cash flow for cash conversion is defined as cash generated from operations less outflows for lease payments and exceptional items (FY22 only).
Net cash/(debt) represents cash and cash equivalents less financial liabilities (excluding lease liabilities).