Interim Results

RNS Number : 1350X
UP Global Sourcing Holdings PLC
30 April 2021
 

30 April 2021

 

UP Global Sourcing Holdings plc

 

"Ultimate Products" or the "Group"

 

INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 JANUARY 2021

 

A strong performance with favourable long-term consumer trends

 

Ultimate Products, the owner, manager, designer and developer of an extensive range of value‑focused consumer goods brands, announces its interim results for the six months ended 31 January 2021.

 

Financial Highlights

 

· Revenue up 11.4 % (or £7.7 m) to £75.4 m (H1 FY 20: £67.7 m)

online platforms revenue up 53.6 %, and now representing 15.6 % of Group revenues

UK and European supermarket customers revenue up 27.6 %, and now representing 27.0 % of Group revenues

 

· International revenue up 0.5 % (or £0.1 m) to £23.6 m (H1 FY 20: £23.5 m), representing 31.1 % of Group revenues with Germany performing particularly well, up 25.7 % (£1.5 m) (albeit offset elsewhere by the effect of non‑essential store closures during COVID-19 lockdowns)

 

· Underlying EBITDA1 up 20.8 % (or £1.5 m) to £8.8 m (H1 FY 20: £7.2 m)

 

· Underlying profit before taxation2 up 24.4 % (or £1.5 m) to £7.7 m (H1 FY 20: £6.2 m)

 

· Profit before taxation up 18.9 % (or £1.1 m) to £7.2 m (H1 FY 20: £6.0 m)

 

· Net bank debt/underlying EBITDA ratio at 31 January 2021 was 0.1x (31 July 2020: 0.4x; 31 January 2020: 1.0x)

 

· Interim dividend of 1.69 p per share, up 45.7 % (H1 FY 20: 1.16 p), payable on 30 July 2021 to shareholders on the register on 18 June 2021

 

Operational Highlights

 

· Repaid all monies received under the Coronavirus Job Retention Scheme, in addition to bringing up to date all payments which had been deferred under the government's VAT deferral and Time to Pay initiatives

 

· Purchased Petra, the Germany electrical kitchen brand, post period end in February 2021

 

· Restarted the planned investment in Manor Mill head office, having previously deferred the project as part of COVID-19 mitigation. Refurbishment will provide additional capacity for future growth, and is expected to be largely completed during H2 FY 21

 

· Further strengthened the Board through the appointments of Jill Easterbrook and Christine Adshead as independent Non-Executive Directors in September 2020

 

· Continued to work on a range of initiatives to support our people, make a positive contribution to our local communities, and reduce our impact on the environment

 

Note:

1.  Calculated after adding back share based payment charges and other non-underlying items as referred to in Note 10.

2.  Calculated after adding back share-based payment charges and other non-underlying items as shown in Note 12.

 

 

 

Commenting on the results, Simon Showman, Chief Executive of Ultimate Products, said:

"We are pleased to have delivered another good performance during the first half of the year, and today's results illustrate yet again the resilience and adaptability of our business. As ever, I would like to thank all of our colleagues for their outstanding dedication, as well as for their efforts in helping Ultimate Products to provide much needed support to the local communities in which it operates.

 

Since the pandemic began, a number of trends have emerged that clearly play to Ultimate Products' strengths, and which we believe are here to stay. The increase in home working and home cooking, the emphasis on cleaning and hygiene products, and a more considered approach to spending are all positive developments for us, given our strong portfolio of value-led brands for the home. In addition, the switch to online shopping is driving outstanding growth in our online segment, which in only a relatively short period of time has gone from a start-up to being a substantial contributor to our revenue and a key driver of our growth.

 

As a result of these favourable and growing trends, as well as our customer base of leading retailers and the outstanding service that we are able to offer them, we remain confident in the future prospects for Ultimate Products."

 

For more information, please contact:

 

Ultimate Products +44 (0) 161 627 1400

 

Simon Showman, CEO

 

Andrew Gossage, Managing Director

 

Graham Screawn, Finance Director

 

Shore Capital +44 (0) 20 7408 4090

 

Mark Percy

 

Edward Mansfield

 

Sarah Mather

 

 

Powerscourt +44 (0) 207 250 1446

 

Rob Greening

 

Sam Austrums

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

Notes to Editors

 

Ultimate Products is an owner, manager, designer and developer of a series of well-known brands focused on the home, selling to over 300 retailers across 37 countries. It has five product categories: Small Domestic Appliances; Housewares; Audio; Laundry; and Heating and Cooling. Its brands include Beldray (laundry, floor care, heating and cooling), Intempo (audio), Kleeneze (laundry), Salter (kitchenware), Petra (kitchenware) and Progress (cookware and bakeware).

 

The Group's products are sold to a broad cross-section of both large national and international multi‑channel retailers as well as smaller national retail chains, incorporating discount retailers, supermarkets, general retailers and online retailers. Its best-selling products include frying pans, mugs and speakers, selling approximately one million of each every year.

 

Founded in 1997, Ultimate Products is headquartered in Oldham, Greater Manchester, where it has design, sales, marketing, buying, quality assurance, support functions and warehouse facilities across two sites. Manor Mill, the Group's head office, includes a spectacular 20,000 sq ft showroom that showcases each of its brands. In addition, the Group has an office and showroom in Guangzhou, China and in Cologne, Germany.

 

Ultimate Products recognises the importance of mainintaing the highest standards of corporate behaviour, and has a strong focus on the environmental, social and governance-related aspects of its business. The Group has a range of initiatives in place to support its people, make a positive contribution to its local communities, and reduce its impact on the environment.

 

Ultimate Products' graduate development scheme was launched in 2012 and in 2020 it welcomed its 300th graduate. In total, Ultimate Products now employs over 300 staff.

 

Please note that Ultimate Products is not the owner of Russell Hobbs or Salter. The company currently has licence agreements in place granting it an exclusive licence to use the "Russell Hobbs" trademark for cookware (NB this does not include Russell Hobbs electrical appliances) and the "Salter" trademark for electrical and cookware (NB this does not include Salter scales).

 

For further information, please visit www.upgs.com

 

 

 

 

INTERIM STATEMENT

 

We are pleased to present the Interim Report for FY 21, a period in which the business again demonstrated its resilience and adaptability against the extremely challenging background of the COVID-19 pandemic. During this difficult time, Ultimate Products has not only protected the business and its colleagues, but has also used it as an opportunity to drive growth and productivity. In addition, the Group has sought to increase its long-standing support for the communities in which it is proud to operate, targeting help at those who have been most disadvantaged by the crisis.

 

STRATEGY

 

Our purpose is to provide beautiful products for every home. We do this by designing, sourcing and supplying quality homeware products through our innovative, sustainable and customer-orientated capabilities.

 

The Group's strategy is to develop its portfolio of brands for mass-market, value-led, consumer goods for the home focused on the following channels:

 

1.  International retailers;

2.  Supermarkets;

3.  Online platforms; and

4.  Discounters.

 

The Board remains confident that this long-standing strategy will continue to deliver long-term growth.

 

TRADING FOR THE PERIOD

 

Despite the challenges of COVID-19, revenue increased for the six months ended 31 January 2021 ('H1 FY 21') by 11.4 % (£7.7 m) to £75.4 m (H1 FY 20 - £67.7 m).

 

International

International revenue was ahead of last year by 0.5 % (£0.1 m) to £23.6 m (H1 FY 20 - £23.5 m), with Germany performing particularly well, up 25.7 % (£1.5 m), albeit offset elsewhere by the effect of non‑essential store closures during COVID‑19 lockdowns. The prospects for our international business, which is mainly focused on Europe, remain very encouraging with Germany representing a particularly exciting opportunity.

 

Supermarkets

Our brands continued to resonate very well with supermarket customers in both the UK and, increasingly, in Europe which led to further robust growth in H1 FY 21 with revenue up 27.6 % (£4.4 m) to £20.4 m (H1 FY 20 - £16.0 m) with the key drivers being the Beldray, Salter and Russell Hobbs brands. The supermarket segment accounted for 27.1 % of revenue in the period (H1 FY 20 - 23.7 %), which is a continuation of the long-term growth in revenue and increased revenue share from this channel. This is being driven by improved consumer awareness and perception of our brands allied with excellent execution and service to the retailer.

 

Online Platforms

Our online business grew substantially, with revenue up 53.6 % (£4.1 m) to £11.8 m (H1 FY 20 - £7.7 m). Online accounted for 15.6 % of overall revenue (H1 FY 20 - 11.3 %) against an existing long-term target of over 20 %. This target has now been reviewed and increased to 30 %, driven by our enhanced operational capabilities, ongoing product development and European expansion plans. COVID‑19 lockdowns are likely to have accelerated the consumer switch to online shopping by several years. We believe that this changed behaviour is here to stay and have seen particularly strong sales in kitchen electrical, cookware, cleaning and laundry products. In only a few years, online has gone from a start-up to a substantial contributor to overall revenue and a key driver of growth.

 

Discounters

Sales to discounters increased by 0.6 % (£0.2 m) to £28.4 m (H1 FY 20 - £28.2 m). This represented a stabilisation after a decline in FY 20, which was caused by discount retailers being more likely to be closed as non-essential stores when compared to other channels such as supermarkets. When the COVID-19 crisis and associated lockdowns come to an end, we expect to see the discount sector resume its long-term trend of growth and this represents a continued opportunity for Ultimate Products.

 

Operating Margins

Gross margin decreased to 22.8 % (H1 FY 20 - 23.6 %) as a result of online marketing spend (£0.9 m) in the period being expensed via cost of sales. In H1 FY 20, the equivalent spend was lower (£0.2 m) and was included in administrative expenses. The higher online marketing spend accelerated the sales performance of the significant number of new product lines that came into the business during the period, as product development continued during CY 20.

 

Despite the increase in revenues, administrative expenses before share-based payment charges and the repayment of furlough monies ('overheads') were £0.2 m lower than last year, a decrease of 2.6 %. This was the net of a number of moving parts including COVID-19 related savings on travel and exhibition costs (£0.7 m) partly offset by an increase in the bonus accrual (£0.5 m). As stated above, there were online marketing costs (£0.2 m) included in overheads last year that were re-classified into cost of sales during H1 FY 21. It is expected that travel and exhibition spend will increase again when the COVID-19 restrictions end but not to their previous levels. New ways of working developed during the pandemic, for example virtual selling and some remote working, are expected to continue in the long-term.

 

Looking through the above movements in gross margin and overheads, it is clear that the Group's relentless focus on productivity is delivering significant benefits. The Board believes that the COVID‑19 crisis and the insights that it has brought have assisted in this process. As a result, during the period, the Group saw increased revenues off a broadly flat resource base leading to a 0.9 % increase in the underlying EBITDA1 margin to 11.6 % (H1 FY 20 - 10.7 %). The combination of higher revenues and a higher operating margin led to a 20.8 % (£1.5 m) increase in underlying EBITDA1 to £8.8 m (H1 FY 20 - £7.2 m) and a 24.4 % (£1.5 m) increase in underlying profit before taxation2 to £7.7 m (H1 FY 20 - £6.2 m).

 

BALANCE SHEET

 

Net working capital at 31 January 2021 was £16.9 m, down from £22.7 m at 31 January 2020 - a decrease of £5.8 m or 25.5 %.

 

Net cash from operations for the period was level at £6.8 m (H1 FY 20 - £6.8 m) as working capital has remained stable overall since 31 July 2020 as increased trade debtors, driven by the growth in revenue, was offset by higher trade creditors because of improved supplier terms.

 

Net bank debt at 31 January 2021 was only £1.5 m, down from £3.8 m at 31 July 2020 and £11.2 m at 31 January 2020. This substantial de-leveraging over the 12 months to 31 January 2021 is the result of strong profitability combined with reduced stock levels, arising from increased online demand, and improved supplier terms.

 

As a result, the net bank debt/underlying EBITDA ratio at 31 January 2021 was 0.1x (31 July 2020 - 0.4x; 31 January 2020 - 1.0x) based on underlying EBITDA for the 12 months to 31 January 2021. The Group maintained comfortable headroom within its bank facilities, with headroom of £25.6 m at 31 January 2021 (31 July 2020 - £21.3 m; 31 January 2020 - £13.2 m) and operated well within its banking covenants.

 

Shareholders' equity increased to £16.0 m at 31 January 2021, up from £12.5 m at 31 January 2020, an increase of £3.5 m. The main movements in shareholders' equity were:

 

1.  An increase in retained earnings of £4.5 m; offset by

2.  An increase in the hedging reserve of £0.7 m; and

3.  Total debits to the Employee Benefit Trust reserve of £0.5 m relating to the purchase of the Group's shares by the UP Global Sourcing Employee Benefit Trust ('UPGS EBT').

 

COVID-19

 

Protecting Colleagues

From the beginning of the pandemic, our first priority has been the health and wellbeing of colleagues. We have done and continue to do everything we can to ensure that they are given all of the support and assistance that they need. This includes a strictly monitored and comprehensive range of safety measures in order to protect all colleagues working from the Group's sites and continued home working for those who can, in accordance with government guidance.

 

Community

Ultimate Products is headquartered in Oldham, Greater Manchester and we are proud to be part of that community as well as the other international communities in which we operate. We take our role as a responsible and socially engaged corporate citizen very seriously and are committed to helping our local communities as they deal with the fall-out from the pandemic. Going into this crisis, Oldham already faced economic and social challenges with a significant proportion of its wards within the 20 % most deprived in England. COVID-19 has compounded these challenges but the response of the community has been remarkable, which reflects the energy, decency and spirit of its people. We have been proud to play our part in these efforts which include supporting the local food bank, NHS and key workers, domestic abuse survivors and young carers. We have also supported a range of initiatives aimed at giving young people access to training, further education and employment.

 

Furlough Monies

During the period we repaid the £465,237 received under the Coronavirus Job Retention Scheme. In addition, in July 2020 we brought up to date all payments which had been deferred under the government's VAT deferral and Time to Pay initiatives. This was made possible because the Group's profitability and cash generation have been stronger than expected during the crisis. Returning this money to the taxpayer was therefore the right thing to do and we are grateful to the government and the taxpayer for providing us with this support.

 

OPERATIONAL REVIEW

 

Head Office Investment

The Group planned to invest £1.8 m during CY 20 in its Manor Mill head office in order to provide additional capacity for future growth and a better-quality working environment for our colleagues. These plans were deferred in light of the decision to temporarily cease all non-critical capital expenditure projects as part of the measures that the Group took to mitigate the financial impact of COVID‑19 on the business. The works have now been restarted and are expected to be largely completed during H2 FY 21. This investment is an important step in the curation of our talent, providing a workplace that will promote training, collaboration and the interchange of ideas between colleagues.

 

Acquisition of Petra Brand

On 9 February 2021, the Group purchased Petra, the German kitchen electrical brand. Founded in 1968 in Bavaria, Petra originally specialised in coffee machines before expanding its range into other kitchen electrical products. In recent years, the brand received limited investment from its previous owner, although market research shows that it remains well known to German consumers.

 

The Group plans to relaunch and refresh the Petra brand with a new range of kitchen electrical appliances. As the brand is well recognised in Germany, where it has a strong reputation for quality and design innovation, Ultimate Products will initially target this market. In time, it is expected that Petra will be launched into other territories, trading on its German heritage and reputation for quality.

 

Employee Share Participation

On 2 December 2020 the Group made a further grant of options over 531,595 ordinary shares under its Save As You Earn Scheme ('the SAYE Scheme') equating to 0.65 % of the current issued share capital of the Group. Under the SAYE Scheme, all qualifying colleagues are offered each year the opportunity to participate in the future growth of the business through the granting of share options. As at 31 January 2021, there were 104 colleagues saving each month under the SAYE Scheme with share options equating to 1.94 % of the current issued share capital of the Group.

 

On 14 December 2020, the Group also made a further grant of options over 655,000 ordinary shares under the Group's Performance Share Plan ('PSP') equating to 0.80 % of the current issued share capital of the Group. Simon Showman, Chief Executive, and Andrew Gossage, Managing Director, did not participate in the PSP as they are already substantial shareholders. As at 31 January 2021, there were total share options granted under the PSP to 22 key managers equating to 2.16 % of the current issued share capital of the Group.

 

It is intended that any future exercise of options granted to date under the SAYE Scheme and the PSP will be fully satisfied through the 4,058,307 ordinary shares currently held in trust by the UP Global Sourcing Employee Benefit Trust. Following these grants, the Group had a total of 3,367,603 share options outstanding at 31 January 2021 under the SAYE Scheme and the PSP.

 

The above share option awards represent a further significant step up in equity participation by managers and employees at all levels of the business, with the crucial objective of increased incentivisation and retention of key talent.

 

Board Changes

In September 2020, the Group announced the appointment of Jill Easterbrook and Christine Adshead as independent Non-Executive Directors. It was also announced that Barry Franks, the Company's co‑founder, would step down from the Board but would remain in the business as President in recognition of his outstanding and continuing contribution to Ultimate Products since its inception in 1997. The additions of Jill (formerly CEO of Boden, the fashion retailer) and Christine (a former Partner at PwC) have significantly added to the already strong expertise of the Group's Board.

 

Brexit

The Brexit transition period came to an end on 31 December 2020. This has been followed by a period of general disruption for the export of goods from the UK into Ireland and mainland Europe as businesses, hauliers and customs adapt to the new trading arrangements. The export of goods from the UK into Ireland and mainland Europe accounts for less than 10 % of Ultimate Products' revenues as the bulk of its EU business is imported directly into that territory, typically from China, without touching the UK.

 

For that part of the business which has been affected by these changes, the Group has adapted well to the new environment. Nevertheless, there has been some disruption, particularly in the very early part of CY 21, although this has reduced as we move through H2 FY 21. Full normalisation is expected by the beginning of Q4 FY 21 and the overall impact on FY 21 revenues is not expected to be material.

 

The new trading arrangements have led to additional duty costs as tariffs are charged on importation into the UK and then again as they are re-exported into the EU. These extra costs have been wholly offset by reductions in inward tariffs into the UK. We are currently in the process of applying for bonded warehouse status for our two distribution centres, which is expected to be granted during H1 FY 22. This will largely eliminate the double duty effect of exporting into the EU, leading to an estimated annual duty saving of approximately £0.3 m per annum.

 

Shipping

During the height of the pandemic in the spring and summer of CY 20, the shipping lines responded to the significant drop in demand from Europe and the USA by removing capacity. As demand returned during the autumn and winter of CY 20, the remaining capacity became squeezed and availability became more difficult to secure. This peaked in the run-up to Chinese New Year ('CNY') on 12 February 2021 as Western retailers and brands sought to get their product shipped ahead of the CNY shutdown. As a result, shipping rates spiked leading to substantial additional shipping costs for the Group and indeed all other businesses supplied out of China. Since CNY, shipping rates have begun to moderate and are predicted to largely normalise by Q1 FY 22.

 

The additional shipping costs are expected to reduce gross margin by approximately 1.0 - 1.5 % in H2 FY 21, compared to H1 FY 21, before recovering back to its previous level in H1 FY 22. This reduction in gross margin for H2 FY 21 is reflected in the profit guidance given below.

 

DIVIDEND

 

In line with the Group's dividend policy of 50 % of adjusted profits after tax, the Board has declared an interim dividend of 1.69 p per share, up from 1.16 p last year, an increase of 45.7 %. The interim dividend is payable on 30 July 2021 to shareholders on the register on 18 June 2021 with an ex-dividend date of 17 June 2021.

 

CURRENT TRADING AND OUTLOOK

 

The Board anticipates that its performance in FY 21 will be ahead of current expectations, with revenues forecast to be in excess of £135 m (FY 20 - £115.7 m). While the Group has seen an increase in shipping rates, as noted above, the Board nevertheless currently expects that underlying EBITDA for FY 21 will be in excess of £13.0 m (FY 20 - £10.4 m) with underlying profit before tax in excess of £10.8 m (FY 20 - £8.2 m).

 

The Board also believes that the COVID-19 pandemic will lead to long-term changes in consumer attitudes and behaviour, including more home working, more home cooking, a greater emphasis on hygiene and cleanliness, more online shopping and a more considered approach to spending. As Ultimate Products' brands are largely focused on the home, the Group is well placed to take advantage of these trends. This position is reinforced by our focus on leading retailers and the excellent end‑to‑end service that we provide to them. As a result, we are confident in the future prospects for the business.

 

James McCarthy  Simon Showman

Chairman  Chief Executive Officer

 

Note:

1.  Calculated after adding back share-based payment charges and other non-underlying items as referred to in Note 10.

2.  Calculated after adding back share-based payment charges and other non-underlying items as shown in Note 12.

 

 

 

 

Consolidated Condensed Income Statement  

 

 

 

 

 

Note

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Revenue

7

75,382

67,690

115,684

Cost of sales

 

(58,199)

(51,712)

(89,084)

Gross profit

 

 

17,183

15,978

26,660

Underlying administrative expenses

 

(9,198)

(9,441)

(17,684)

Underlying profit from operations

 

7,985

6,537

8,916

Share-based payment charges and other non-underlying items

9

(547)

(174)

199

Administrative expenses

 

 

(9,745)

(9,615)

(17,485)

Profit from operations


Finance costs

10

11

7,438

 

(277)

6,363

 

(342)

9,115

 

(753)

Profit before taxation

 

12

7,161

6,021

8,362

Income tax

13

(1,446)

(1,323)

(1,747)

Profit for the period

 

5,715

4,698

6,615

 

 

 

 

 

 

 

 

 

 

 

 

Pence

Pence

Pence

Earnings per share - basic

14

7.3

6.0

8.4

Earnings per share - diluted

14

7.2

5.9

8.3

 

 

 

 

 

 

 

 

 

Consolidated Condensed Statement of Comprehensive Income

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Profit for the period

5,715

4,698

6,615

 

Other comprehensive expense

 

 

 

 

Items that may subsequently be reclassified to the income statement:

Fair value movements on cash flow hedging instruments

Hedging instruments recycled through the income statement at the end of hedging relationships

 

Foreign currency retranslation

 

 

(721)

617

 

 

(9)

 

 

(841)

(740)

 

 

(15)

 

 

(961)

(1,238)

 

 

(8)

Other comprehensive expense for the period

 

(113)

(1,596)

(2,207)

Total comprehensive income for period attributable to the equity holders of the company

 

5,602

 

3,102

 

4,408

 

 

 

 

 

 

 

Consolidated Condensed Statement of Financial Position

 

 

 

Note

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Assets

Intangible assets

Property, plant and equipment


 

16

 

100

5,101

 

92

5,503

 

86

5,065

Deferred tax

 

239

128

106

Total non-current assets
 

 

5,440

5,723

5,257

Inventories

 

15,775

18,129

16,022

Trade and other receivables

17

23,820

20,275

18,495

Derivative financial instruments

21

117

216

53

Cash and cash equivalents

 

2,624

124

329

Total current assets

 

 

42,336

38,744

34,899

Total assets

 

47,776

44,467

40,156

 

Liabilities

Trade and other payables

Derivative financial instruments

Current tax

Borrowings

Lease liabilities



18

21

 

19

20

 

 

(22,885)

(1,079)

(590)

(4,012)

(774)

 

 

(15,931)

(383)

(641)

(9,500)

(669)

 

 

(17,614)

(1,342)

(280)

(3,903)

(710)

Total current liabilities

 

 

(29,340)

(27,124)

(23,849)

Net current assets

 

 

12,996

11,620

11,050

Borrowings

Lease liabilities

19

20

-

(2,428)

(1,657)

(3,165)

(89)

(2,804)

Total non-current liabilities


 

(2,428)

(4,822)

(2,893)

Total liabilities

 

 

(31,768)

(31,946)

(26,742)

Net assets

 

16,008

12,521

13,414

 

 

 

 

 

Equity

Share capital

Share premium

Employee Benefit Trust reserve

Share-based payment reserve

Hedging reserve

Retained earnings

 

 

 

205

2

(2,155)

877

(1,065)

18,144

 

205

2

(1,649)

703

(343)

13,603

 

205

2

(2,155)

796

(961)

15,527

Equity attributable to owners of the company

 

16,008

12,521

13,414

 

 

 

 

 

 

 

Consolidated Condensed Statement of Changes in Equity

 

Share capital

 

 

£'000

Share premium

 

 

£'000

Employee Benefit Trust reserve

£'000

Share-based payment reserve £'000

Hedging reserve

 

 

£'000

Retained earnings

 

 

£'000

Total

equity

 

 

£'000

As at 1 August 2020

205

2

(2,155)

796

(961)

15,527

13,414

Profit for the period

-

-

-

-

-

5,715

5,715

Foreign currency translation

-

-

-

-

-

(9)

(9)

Cash flow hedging movement

-

-

-

-

(104)

-

(104)

Total comprehensive income for the period

-

-

-

-

(104)

5,706

5,602

Transactions with shareholders:

 

 

 

 

 

 

 

Dividends payable

-

-

-

-

-

(3,089)

(3,089)

Share-based payments

-

-

-

81

-

-

81

As at 31 January 2021

205

2

(2,155)

877

(1,065)

18,144

16,008

 

 

Share capital

 

 

£'000

Share premium

 

 

£'000

Employee Benefit Trust reserve

£'000

Share-based payment reserve £'000

Hedging reserve

 

 

£'000

Retained earnings

 

 

£'000

Total

equity

 

 

£'000

As at 1 August 2019

205

2

(1,649)

529

1,238

11,227

11,552

Profit for the period

-

-

-

-

-

4,698

4,698

Foreign currency translation

-

-

-

-

-

(15)

(15)

Cash flow hedging movement

-

-

-

-

(1,581)

-

(1,581)

Total comprehensive income for the period

-

-

-

-

(1,581)

4,683

3,102

Transactions with shareholders:

 

 

 

 

 

 

 

Dividends payable

-

-

-

-

-

(2,307)

(2,307)

Share-based payments

-

-

-

174

-

-

174

As at 31 January 2020

205

2

(1,649)

703

(343)

13,603

12,521

 

 

Share capital

 

 

£'000

Share premium

 

 

£'000

Employee Benefit Trust reserve

£'000

Share-based payment reserve £'000

Hedging reserve

 

 

£'000

Retained earnings

 

 

£'000

Total

equity

 

 

£'000

As at 1 August 2019

205

2

(1,649)

529

1,238

11,227

11,552

Profit for the period

-

-

-

-

-

6,615

6,615

Foreign currency translation

-

-

-

-

-

(8)

(8)

Cash flow hedging movement

-

-

-

-

(2,199)

-

(2,199)

Total comprehensive income for the period

-

-

-

-

(2,199)

6,607

4,408

Transactions with shareholders:

 

 

 

 

 

 

 

Dividends payable

-

-

-

-

-

(2,307)

(2,307)

Purchase of own shares

-

-

(506)

-

-

-

(506)

Share-based payments

-

-

-

267

-

-

267

As at 31 July 2020

205

2

(2,155)

796

(961)

15,527

13,414

 

 

 

 

Consolidated Condensed Cash Flow Statement

 

 

6 months

ended
31 Jan 2021

£'000

6 months

ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Net cash flow from operating activities

 

 

 

 

Profit for the period

Adjustments for:

 

5,715

4,698

6,615

Finance costs

 

277

342

753

Income tax expense

Depreciation and impairment

Amortisation

(Profit)/ loss on disposal of non-current assets

Movements in derivative financial instruments

Share-based payments

Income taxes paid

 

Working capital adjustments
Decrease in inventories

(Increase)/ decrease in trade and other receivables

Increase in trade and other payables

 

1,446

766

6

(3)

(435)

81

(1,269)

 

 

247

(5,326)

 

5,263

1,323

706

6

-

(262)

174

(1,491)

 

 

2,270

(1,631)

 

619

1,747

1,417

12

18

324

267

(2,255)

 

 

4,377

150

 

2,339

Net cash from operations

 

6,768

6,754

15,764

 

 

 

(20)

(802)

3

 

 

-

(309)

11

 

 

 

-

(601)

12

 

Net cash used in investing activities

 

(819)

(298)

(589)

 

Cash flows used in financing activities

Purchase of own shares

Proceeds from borrowings

Repayment of borrowings

Principal paid on lease obligations

Debt issue costs paid

Dividends paid

Interest paid

 

 

 

-

221

(225)

(334)

(44)

(3,089)

(179)

 

 

-

-

(3,234)

(425)

(215)

(2,307)

(268)

 

 

(506)

-

(10,439)

(773)

(240)

(2,307)

(698)

Net cash used in finance activities

 

(3,650)

(6,449)

(14,963)

 

Net increase in cash and cash equivalents

Cash and cash equivalents brought forward

Exchange losses on cash and cash equivalents

 

 

 

 

 

2,299

329

(4)

 

7

122

(5)

 

212

122

(5)

Cash and cash equivalents carried forward

 

2,624

124

329

 

 

 

 

Notes to the Interim Results

 

1.  General Information

 

UP Global Sourcing Holdings plc ('the Company') and its subsidiaries (together 'the Group') is a supplier of branded, value for money household products to global markets.

 

The Company is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in the UK. The address of its registered office is UP Global Sourcing Holdings plc, Manor Mill, Victoria Street, Chadderton, Oldham OL9 0DD.

 

This consolidated condensed interim financial information does not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 July 2020 were approved by the Board of Directors on 2 November 2020 and delivered to the Registrar of Companies. The comparative figures for the financial year ended 31 July 2020 are an extract of the Company's statutory accounts for that year. The report of the auditor on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 (2) or (3) of the Companies Act 2006.

 

This consolidated condensed interim financial information is unaudited but has been reviewed by the Company's Auditor.

 

2.  Basis of Preparation

 

This consolidated condensed interim financial information for the six months ended 31 January 2021 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, 'Interim Financial Reporting' as adopted from time to time by the European Commission, in accordance with Regulation (EC)No 1606/2002 as it applied in the European Union. The consolidated condensed interim financial information should be read in conjunction with the audited financial statements for the year ended 31 July 2020, which have been prepared in accordance with IFRSs as adopted by the European Union.

 

Going Concern Basis

The Directors have adopted the going concern basis in preparing this Interim Statement after assessing the resilience of the Group in severe but plausible scenarios, taking account of its current position and prospects, the principal risks facing the business, including those relating to COVID-19, how these are managed and the impact that they would have on the forecast financial position. In assessing whether the Group could withstand such negative impacts, the Board has considered cash flow, impact on debt covenants and headroom against its current borrowing facilities. The Group's projections, which cover the period to July 2024, show that the Group will be able to operate within its existing banking facilities and covenants. Therefore, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the Interim Statement.

 

3.  Accounting Policies

 

The accounting policies applied are consistent with those of the annual financial statements for the year ended 31 July 2020, except for the adoption of the following new standards, amendments and interpretations:

 

 

Standard

Key Requirements

Amendments to IAS 1 and IAS 8: Definition of Material

The Group adopted the amendments to IAS 1 and IAS 8 to clarify the definition of material and its application for the accounting period commencing 1 August 2020.

Amendments to References to the Conceptual Framework in IFRS Standards

The Group adopted the amendments to References to the Conceptual Framework in IFRS Standards for the accounting period commencing 1 August 2020.

Amendment to IFRS 16 Leases Covid-19-Related Rent Concessions

The Group adopted the amendment to IFRS 16 Leases Covid‑19‑Related Rent Concessions for the accounting period commencing 1 August 2020.

 

The adoption of these standards, amendments and interpretations has not had a material impact on the Group.

 

Critical Accounting Judgements

 

Leases - Determination of Lease Term

Management exercises judgement in determining the likelihood of exercising break or extension options in determining the lease term. Break and extension options are included to provide operational flexibility should the economic outlook for an asset be different to expectations, and hence at commencement of the lease, break or extension options are not typically considered reasonably certain to be exercised, unless there is a valid business reason otherwise.

 

Recognition of Deferred Tax Assets

    The extent to which deferred tax assets can be recognised is based upon an assessment of the probability that future taxable income will be available, against which the deductible temporary differences and tax loss carry forwards can be utilised. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.

 

Going Concern

 The Directors have adopted the going concern basis in preparing this Interim Statement after assessing the resilience of the Group in severe but plausible scenarios, taking account of its current position and prospects, the principal risks facing the business, including those relating to COVID-19, how these are managed and the impact that they would have on the forecast financial position. In assessing whether the Group could withstand such negative impacts, the Board has considered cash flow, impact on debt covenants and headroom against its current borrowing facilities. The Group's projections, which cover the period to July 2024, show that the Group will be able to operate within its existing banking facilities and covenants. Therefore, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months from the date of approval of the Interim Statement.

 

4.  Operating Segments

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decisionmaker. The chief operating decision maker has been identified as the Board. The Board is responsible for allocating resources and assessing performance of operating segments.

 

The Directors consider that there are no identifiable business segments that are subject to risks and returns different to the core business. The information reported to the Directors, for the purposes of resource allocation and assessment of performance, is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable segment under IFRS 8.

 

The results and assets for this segment can be determined by reference to the statement of comprehensive income and statement of financial position.

 

5.  Principal Risks and Uncertainties

 

The Directorsconsider that the principal risks and uncertainties, which could have a material impact on the Group's performance in the remaining 6 months of the financial year, remain substantially the same as those stated on pages 22-28 of the Group's Annual Report for the year ended 31 July 2020, which is available on the Group's website, www.upgs.com.

 

6.  Financial Instruments

 

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk.

 

The condensed Interim Financial Statements should be read in conjunction with the Group's Annual Report for the year ended 31 July 2020, as they do not include all financial risk management information and disclosures contained within the Annual Report. There have been no changes in the risk management policies since the year-end.

 

7.  Revenue

 

The Group has disaggregated revenue into various categories in the following tables which are intended to depict the nature of the Group's revenue.

Geographical split by location:

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

United Kingdom

Germany

Rest of Europe

USA

Rest of the world

51,738

7,403

15,032

498

711

44,164

5,888

16,886

373

379

74,045

10,951

29,716

403

569

Total

75,382

67,690

115,684

 

International sales

Percentage of total

23,644

31.4 %

23,525

34.8 %

41,639

36.0 %

 

 

 

Analysis of Revenue by Brand:

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Beldray

Salter

Russell Hobbs

Progress

Intempo

Kleeneze

21,541

16,618

8,860

3,994

2,805

959

18,657

15,533

5,613

2,450

3,114

433

32,762

25,834

11,741

4,410

5,049

1,183

Premier brands

54,777

45,800

80,979

Other key brands

7,622

11,044

16,639

Key brands total

62,399

56,844

97,618

Other brands and own label

12,983

10,846

18,066

Total

75,382

67,690

115,684

 

 

Analysis of Revenue by Major Products:

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Small domestic appliances

Housewares

Laundry

Audio

Heating and cooling

Luggage

Others

28,693

19,793

8,914

8,019

1,971

1,296

6,696

22,359

15,382

7,196

11,046

2,883

3,312

5,512

38,667

28,210

12,287

17,067

6,342

4,052

9,059

Total

75,382

67,690

115,684

 

 

Analysis of Revenue by Strategic Pillar:

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Discount retailers

Supermarkets

Online channels

28,364

20,438

11,794

28,182

16,018

7,680

44,685

28,126

16,719

 

60,596

51,880

89,530

Multiple-store retailers

9,544

10,410

15,010

Other

5,242

5,400

11,144

Total

75,382

67,690

115,684

 

Included in revenue are sales of £23,627,000 (six months ended 31 January 2020 - £18,413,000; year ended 31 July 2020 - £30,136,000) to the Group's largest two customers.

 

 

8.  Seasonality of Operations

 

Overall, the Group's product range is not significantly seasonal, however, retail demand is higher in the Christmas trading period. As a result of this it is anticipated that the operating profits for the second half of the year ending 31 July 2021 will be lower than those for the six months ended 31 January 2021.

 

9.  Share-based Payment Charges and Other Non-Underlying Items

 

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Share-based payment expense

Coronavirus Job Retention Scheme repayment/ (credit)

81

466

174

-

267

(466)

Total

547

174

(199)

 

The share-based payment expense relates to the non-cash charge arising on the Management Incentive Plans ('MIP'), the Save as You Earn ('SAYE') schemes and the Performance Share Plans ('PSP').

 

During the year ended 31 July 2020, the Group claimed £466,000 under the Government's Coronavirus Job Retention Scheme. The Group repaid this amount during the six months ended 31 January 2021.

 

The above items have been shown separately in the Income Statement to better reflect the performance of the underlying business.

 

10.  Operating Expenses

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

The profit is stated after charging expenses as follows:

Depreciation of owned property, plant and equipment

Depreciation of right of use assets

Amortisation

 

380

386

6

 

343

363

6

 

705

712

12

 

EBITDA represents profit from operations before depreciation and amortisation. Underlying EBITDA represents EBITDA, as defined above, adjusted for the share-based payment charges and other non‑underlying items set out in note 9 above. The Directors use EBITDA and underlying EBITDA as key performance indicators of the Group's business.

 

The following table sets forth a reconciliation of EBITDA and Underlying EBITDA to profits from operations for the periods indicated.

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Profit from operations

Depreciation

Amortisation

(Gain)/loss on disposal

7,438

766

6

(3)

6,363

706

6

-

9,115

1,417

12

18

EBITDA

Share-based payment charges and other non-underlying items - note 9

8,207

547

7,075

174

10,562

(199)

Underlying EBITDA

8,754

7,249

10,363

 

Underlying EBITDA margin

 

11.6 %

 

10.7 %

 

9.0 %

 

 

11.  Finance Costs

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

 ended

31 Jul 2020

£'000

Interest on bank loans and overdrafts

Interest on lease liabilities

Foreign exchange in respect of lease liabilities (net of hedging actions)

Other interest payable and similar charges

142

44

(1)

 

92

241

39

(16)

 

78

511

87

(25)

 

180

Total

277

342

753

 

 

12.  Profit Before Taxation

 

The Directors also monitor the Group's performance with respect to profit before taxation and underlying profit before taxation. Underlying profit before taxation represents profit before taxation adjusted for the share-based payment charges and other non‑underlying items set out in note 9 above.

 

The following table sets forth a reconciliation of profit before taxation and underlying profit before taxation for the periods indicated.

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Profit before taxation

Share-based payment charges and other non-underlying items - note 9

7,161

547

6,021

174

8,362

(199)

Underlying profit before taxation

7,708

6,195

8,163

 

 

13.  Taxation

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Total tax expense

Tax on share-based payment charges and other non-underlying items

1,446

228

1,323

-

1,747

(88)

Tax expense on underlying profit before taxation

1,674

1,323

1,659

 

The interim period tax charge is accrued based on the estimated average annual effective income tax rate of 20.2 % (six months ended 31 January 2020 - 22.0 %; year ended 31 July 2020 - 20.9 %).

 

The effective income tax rates on the underlying profit before taxation was 21.7 % (six months ended 31 January 2020 - 21.4 %; year ended 31 July 2020 - 20.3 %).

 

Following the Budget on 3 March 2021, legislation will be introduced to amend the main rate for Corporation Tax to 25 % from 1 April 2023.

 

14.  Earnings per Share

 

Basic earnings per share is calculated by dividing the net income for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share amounts are calculated by dividing the profit attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year, adjusted for the effects of potentially dilutive options. The dilutive effect is calculated on the full exercise of all potentially dilutive ordinary share options granted by the Group, including performance‑based options which the Group considers to have been earned.

 

The calculations of earnings per share are based on the following:

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Profit for the period

5,715

4,698

6,615

 

 

 

 

 

Number

Number

Number

Weighted average number of shares in issue
Less shares held by the Employee Benefit Trust

82,169,600

(4,058,307)

82,169,600

(3,308,307)

82,169,600

(3,637,542)

Weighted average number of shares - basic

78,111,293

78,861,293

78,532,058

Share options

1,538,434

1,373,783

1,361,617

Weighted average number of shares - diluted

79,649,727

80,235,076

79,893,675

 

 

 

 

 

Pence

Pence

Pence

Earnings per share - basic

Earnings per share - diluted

7.3

7.2

6.0

5.9

8.4

8.3

 

 

The underlying earnings per share referred to below is based on the underlying profit for the period, which reflects the profit for the period after adding back the share-based payment charges and other non‑underlying items set out in note 9 and the tax effects as set out in note 13, divided by the weighted average number of shares in issue for the period.

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Underlying profit before taxation - note 12

7,708

6,195

8,163

Taxation on underlying profit before taxation - note 13

(1,674)

(1,323)

(1,659)

Underlying profit for the period

6,034

4,872

6,504

 

 

 

 

 

Number

Number

Number

Weighted average number of shares - underlying

82,169,600

82,169,600

82,169,600

 

 

 

 

 

Pence

Pence

Pence

Underlying profit per share

7.3

5.9

7.9

 

 

15.  Dividends

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Interim dividend paid in respect of the previous year

Final dividend paid in respect of the previous year

906

2,183

-

2,307

-

2,307

 

3,089

2,307

2,307

 

 

 

 

Per share

Pence

Pence

Pence

Interim dividend paid in respect of the previous year

Final dividend paid in respect of the previous year

1.160

2.795

-

2.925

-

2.925

 

3.955

2.925

2.925

 

An interim dividend of 1.16 p per share in respect of the year ended 31 July 2020 was approved by the Board on 4 September 2020 and was paid during the 6 months ended 31 January 2021.

 

A final dividend of 2.795 p per share in respect of the year ended 31 July 2020 was approved by the Board on 11 December 2020 and was paid during the 6 months ended 31 January 2021.

 

An interim dividend of 1.69 p per share was approved by the Board on 29 April 2021 and will be paid on 30 July 2021 to shareholders on record as at 18 June 2021.

 

 

16.  Property, Plant and Equipment

 

 

 

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Opening net book value
Additions

Lease modifications

Disposals
Depreciation

5,065

802

-

-

(766)

4,993

309

918

(11)

(706)

4,993

601

918

(30)

(1,417)

Closing net book value

5,101

5,503

5,065

 

Included within the above are right of use assets as follows:

 

Right of use assets

 

 

 

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Opening net book value

Modifications
Depreciation

3,249

-

(386)

3,043

918

(363)

3,043

918

(712)

Closing net book value

2,863

3,598

3,249

 

 

17.  Trade and Other Receivables

 

 

 

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Trade receivables

Other receivables and prepayments

22,736

1,084

19,445

830

17,979

516

 

23,820

20,275

18,495

 

The Directors believe that the carrying value of trade and other receivables represent their fair value. Trade and other receivables are denominated in Sterling, US Dollars, Euros and Canadian Dollars.

 

In determining the recoverability of trade receivables, the Group considers any change in the credit quality of the receivable from the date credit was granted up to the reporting date.

 

18.  Trade and Other Payables

 

 

 

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Trade payables

Accruals

Other taxes and social security

12,376

8,810

1,699

9,189

5,843

899

10,768

6,304

542

 

22,885

15,931

17,614

 

Trade payables principally consist of amounts outstanding for trade payables and ongoing costs. They are non-interest bearing and are normally settled on 30 to 60 day terms.

The Directors consider that the carrying value of trade and other payables approximates their fair value. Trade and other payables are denominated in both Sterling, US Dollars and Euros. UP Global Sourcing Holdings plc has financial risk management policies in place to ensure that all payables are paid within the credit time frame and no interest has been charged by any suppliers as a result of late payment of invoices during the period.

 

19.  Borrowings

 

 

 

As at
31 Jan 2021

£'000

As at
31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Current

 

 

 

Bank overdraft and invoice discounting

Import loans

-

4,124

5,145

4,433

-

3,903

 

Less: Unamortised debt issue cost

4,124

(112)

9,578

(78)

3,903

-

 

4,012

9,500

3,903

 

 

 

 

Non-current

 

 

 

Revolving credit facility

-

1,755

225

 

-

1,755

225

Less: Unamortised debt issue cost

-

(98)

(136)

 

-

1,657

89

 

 

 

 

Total borrowings

4,012

11,157

3,992

 

 

 

 

The earliest that lenders of the above borrowings require repayment is as follows:

 

 

 

In less than one year

Between one and two years

Between two and five years

Less: Unamortised debt issue cost

4,124

-

-

(112)

9,578

-

1,755

(176)

3,903

-

225

(136)

 

4,012

11,157

3,992

 

The Group is funded by external bank facilities provided by HSBC comprising a revolving credit facility of £8.2 m and an invoice discounting facility of £23.5 m, both running to 2024, along with an import loan facility of £8.7 m which is subject to annual review.

 

20.  Lease Liabilities

 

The Group's lease portfolio comprises its principal properties along with certain other fixtures, fittings and equipment.

 

The following tables show the discounted lease liabilities included in the Group balance sheet and a maturity analysis of the contractual undiscounted lease payments:

 

 

 

 As at

31 Jan 2021

£'000

As at
31 Jan 2020

£'000

 As at

31 Jul 2020

£'000

Lease liabilities less than one year

 

774

669

710

Lease liabilities greater than one year

 

2,428

3,165

2,804

 

 

3,202

3,834

3,514

 

 

 

 

 

 

Maturity analysis - contractual undiscounted lease payments

 

 

As at

31 Jan 2021

£'000

As at

31 Jan 2020

£'000

 As at

31 Jul 2020

£'000

Within one year

 

841

767

791

Greater than one year but less than two years

 

827

842

837

Greater than two years but less than five years

 

937

1,588

1,260

Greater than five years but less than ten years

 

840

900

930

 

 

3,445

4,097

3,818

 

 

21.  Financial Instruments

 

a)  Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

 As at

31 Jul 2020

£'000

Trade receivables

22,736

19,445

17,979

Derivative financial instruments - assets

117

216

53

Trade and other payables

21,186

15,032

17,072

Derivative financial instruments - liabilities

1,079

383

1,342

Borrowings

4,012

11,157

3,992

Lease liabilities

3,202

3,834

3,514

Cash and cash equivalents

2,624

124

329

 

b)  Financial assets

The Group held the following financial assets at amortised cost:

 

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

 As at

31 Jul 2020

£'000

Cash and cash equivalents

Trade receivables

2,624

22,736

124

19,445

329

17,979

 

25,360

19,569

18,308

 

c)  Financial liabilities

The Group held the following financial liabilities, classified as other financial liabilities at amortised cost:

 

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Trade payables

Borrowings

Lease liabilities

Other payables

12,376

4,012

3,202

8,810

9,189

11,157

3,834

5,843

10,768

3,992

3,514

6,304

 

28,400

30,023

24,578

 

d)  Derivative financial instruments

The Group held the following derivative financial instruments, classified as fair value through profit and loss on initial recognition:

 

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Forward currency contracts

Interest rate caps

Interest rate swaps

(1,001)

27

12

(173)

22

(16)

(1,335)

53

(7)

 

(962)

(167)

(1,289)

 

The following is a reconciliation of the financial instruments to the statement of financial position:

 

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Trade receivables

Prepayments and other receivables not classified as financial instruments

22,736

1,084

 

19,445

830

17,979

516

Trade and other receivables (note 17)

23,820

20,275

18,495

 

 

 

 

 As at

31 Jan 2021

£'000

 As at

31 Jan 2020

£'000

As at

31 Jul 2020

£'000

Trade and other payables

Other taxes and social security not classified as financial instruments

21,186

1,699

15,032

899

17,072

542

Trade and other payables (note 18)

22,885

15,931

17,614

 

Derivative financial instruments - Forward contracts

The Group mitigates the exchange rate risk for certain foreign currency trade debtors and creditors by entering into forward currency contracts. At 31 January 2021, the Group was committed to buy US$43,350,000, to sell €23,025,000, buy CNY 5,315,000 and to sell CA$235,000, paying and receiving respectively a fixed sterling amount (31 January 2020 - to buy US$30,350,000, to sell €19,050,000, to buy CNY 7,094,000 and to sell CA$50,000; 31 July 2020 - to buy US$32,100,000, to sell €23,025,000, to buy CNY 6,231,000 and to sell CA$nil). At 31 January 2021, all the outstanding USD, EUR and CAD contracts mature within 12 months of the period end (31 January 2020 - 12 months; 31 July 2020 - 12 months). The CNY currency contracts, which are held to hedge a lease commitment, mature over the length of that lease ending in August 2023. The forward currency contracts are measured at fair value using the relevant exchange rates for GBP:USD, GBP:EUR, GBP:CNY and GBP:CAD. The fair value of the contracts at 31 January 2021 is a liability of £999,000 (31 January 2020 - £173,000 liability; 31 July 2020 - £1,335,000 liability).

 

Forward currency contracts are valued using level 2 inputs. The valuations are calculated using the period end exchange rates for the relevant currencies which are observable quoted values at the period end dates. Valuations are determined using the hypothetical derivative method which values the contracts based on the changes in the future cash flows based on the change in value of the underlying derivative.

 

All of the forward contracts to buy US Dollars and some of those to sell Euros meet the conditions for hedge accounting, as set out in the accounting policies of the financial statements for the year ended 31 July 2020.

 

Derivative financial instruments - Interest rate swaps and interest rate caps

The Group has entered into interest rate swaps and interest rate caps to protect the exposure to interest rate movements on the various elements of the Group's banking facility. As at 31 January 2021, protection was in place over an aggregate principal of £13,560,000 (31 January 2020 - £13,957,000, 31 July 2020 - £15,600,000).

 

All of the interest rate swaps meet the conditions for hedge accounting, as set out in the accounting policies contained in the financial statements for the year ended 31 July 2020.

 

Interest rate swaps and caps are valued using level 2 inputs. The valuations are based on the notional value of the swaps and caps, the current available market borrowing rate and the swapped or capped interest rate respectively. The valuations are based on the current valuation of the present saving or cost of the future cash flow differences, based on the difference between the swapped and capped interest rates contracts and the expected interest rate as per the lending agreement.

 

22.  Related Party Transactions

 

 

 

6 months ended
31 Jan 2021

£'000

6 months ended
31 Jan 2020

£'000

Year

ended

31 Jul 2020

£'000

Transactions with related companies and businesses:

Lease payments to Heron Mill Limited

Lease payments to Berbar Properties Limited

 

143

45

 

143

90

 

285

135

 

 

 

 

 

Statement of Directors' Responsibilities

 

The Directors confirm that these consolidated condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting, as adopted from time to time by the European Commission, in accordance with Regulation (EC)No 1606/2002 as it applied in the European Union. The interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

• an indication of important events that have occurred during the first six months 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 financial year; and

 

•   material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

 

The Directors of UP Global Sourcing Holdings plc are listed on pages 48 to 51 of the Group's Annual Report for the year ended 31 July 2020, which is available on the Group's website, www.upgs.com.

 

For and on behalf of the Board of Directors

 

Andrew Gossage

Managing Director

29 April 2021

Graham Screawn

Chief Financial Officer

29 April 2021

 

 

 

 

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