CMO Group PLC

("CMO" or "the Group")

Interim Results for the six months ended 30 June 2021 (unaudited)

Strong results meeting our expectations

CMO Group PLC, the UK's largest online-only retailer of building materials, today announces its unaudited Interim Results for the six months ended 30 June 2021.  

Financial and Trading Highlights

·   Revenue increased by 63% to £38.2m (H1 2020: £23.4m), reflecting strong organic growth and an £8.8m contribution from the acquisition of Total Tiles

·    Like-for-like ("LFL") revenue growth of 27%

·    Gross profit increased to £7.4m (H1 2020: £3.4m)

·    Adjusted EBITDA* increased to £2.0m (H1 2020: £0.8m)

·    Profit before tax increased to £0.5m (H1 2020: £0.7m loss) 

Operational Highlights

·    Completion of successful IPO on AIM, raising over £27m for the Group

·    Trading in the half year to 30 June 2021 has been delivered to plan with strong LFL results

·    Continued focus on demand planning to mitigate challenging market conditions

·    B2B CMO Trade APP on track to launch in early Q4

Terms agreed for acquisition of JTM Plumbing Ltd

·    In line with its stated strategy, CMO agreed terms for the acquisition of JTM Plumbing Ltd, a pure play digital retailer of first fix plumbing and heating supplies

·    Consideration of up to £5.7m for JTM Plumbing Ltd, which is subject to a net asset adjustment, includes an element of contingent consideration and will be settled from the Group's existing resources in cash

·    This new category will be marketed under the plumbingsuperstore.co.uk domain name

Outlook

·    CMO's market remains buoyant and the Group is managing industry headwinds well 

·    Expectation to deliver double-digit sales growth in-line with FY expectations

*Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation, exceptional and acquisition costs.

Dean Murray, CEO of CMO Group PLC, said: 

"I would like to take this opportunity to extend a warm welcome to our new investors who came on board at IPO in July and to thank all of our colleagues for their continued hard work and commitment at this time. I am delighted to report a strong set of results meeting the expectations set at IPO. Our strategy is to take advantage of the channel shift online and low penetration of internet driven sales in an enormous and evolving marketplace, augmented by our dropship, asset light delivery model. 

"I am also pleased to report a positive contribution from Total Tiles and the team in their first six months of trading within the enlarged CMO Group. We will continue to grow our product range through selective strategic acquisition and are delighted to announce we have agreed terms for the acquisition of JTM Plumbing Ltd, a digital pure play business, which takes us into the different category of online plumbing and heating.

"The current challenges facing our industry are well documented however we are managing these well and remain confident of achieving continued double-digit sales growth in H2 to meet the Board's expectations."

Enquiries:

CMO Group PLC   

Interim Results Statement for the six months ended to 30 June 2021

This has been another successful period of growth for CMO, and we are delighted to report strong half year results in-line with the Board's expectations. Group revenue increased 63% to £38.2m, reflecting strong organic growth and an £8.8m contribution from the acquisition of Total Tiles which was acquired in December 2020. On a Like-for-like ("LFL") basis, revenue grew by 27%. Correspondingly, EBITDA more than doubled to £2.0m and pre-tax profit for the period was £0.5m versus a loss of £0.7m in the corresponding period in 2020. We have also achieved the significant milestone of a public listing.

Our aim is to revolutionise the shopping experience of homeowners and tradespeople to become the 'go to' digital retailer of building materials - and our opportunity remains undiminished. As the UK's largest online-only retailer of building materials, we continue to disrupt a £27 billion, predominantly-offline market with our digital first proposition and market leading product choice, supported by high quality customer service and technical expertise with a personalised customer experience. 

The Group enjoyed positive overall trading patterns in the period. As has been well documented across the wider building materials sector, supply chains have been impacted by certain delivery challenges and product shortages brought about by the unprecedented combination of factors such as BREXIT and the pandemic. 

Whilst CMO has not been immune to these, our unique digital hybrid service model, which combines specialist advice and expertise and an asset light, predominantly dropship delivery method, has enabled the Group to mitigate and manage most of the effects through a number of self-help initiatives such as:  improved supply chain communications to manage the order process; increased real time stock feeds and daily updates; further investment in our category team to ensure customer demand for product is satisfied;  expanded warehouse capacity for key lines;  expansion of its courier network; and upweighted customer communication to provide guidance on planning ahead.

Despite these challenges, the majority of our categories have enjoyed double digit growth in the first half of the year.  Certain of these issues are persisting in the short term and we estimate this will equate to a c.3% loss of opportunity of sales in the second half of the year.

That said, we anticipate that some of the recently announced Government initiatives to address the shortage in HGV drivers for example, will enable improvements in the medium term, over and above the self-help actions which we are already undertaking.  As a result, the Board remains confident that the Group's trading remains in line with its expectations.

Looking ahead, we are excited by the forthcoming launch of the CMO Trade App which is on track to launch early in Q4. This additional route to market combines our specialist advice and expertise, which will allow us to further service the next generation of digital natives and showcase our full catalogue in an easy to access smart phone experience. Our trade customer will benefit from a simplified shopping experience that offers the possibility for 2-way conversation with chat on the go. It will offer exclusive product opportunities, and customer retention will be aided by push notifications. Our full suite of existing tools will now be directly in the hand of our trade customer saving them time. This development will position us well for future growth.

In line with our commitment to ESG, we continue to make great strides in the journey to develop Group-wide policies and action our sustainability plans. We are pleased to also report that we have hit our first milestone in our environmental efforts, and we will be planting 2,500 trees in the spring planting season in the vicinity of Plymouth.

With due focus on our internal customer, we are also in advanced discussions on key incentives to continue to deliver on our excellent track record of acquiring and retaining talent as we look to the future and continue to develop the business.

Furthermore, the Group continues to be recognised for its performance with shortlistings for Large Business of the Year and UK Customer Satisfaction awards and most recently The Tile Association award for Best E-Commerce/App 2021.

As part of the growth strategy outlined at the time of our IPO, we have been actively seeking to expand our business by increasing our category offering and addressable market opportunity. We are delighted to announce that we have agreed terms for the acquisition of JTM Plumbing Ltd, trading as jtmplumbing.co.uk, which establishes a foothold for the Group in the £795m** online plumbing and heating market and is highly complementary to the Group's existing range of specialist category skillsets. We have acquired the website domain name plumbingsuperstore.co.uk as the platform for JTM Plumbing Ltd and an expanded range of plumbing and heating products.

Founded in 2007, JTM Plumbing Ltd is a pure play digital retailer of first fix plumbing and heating supplies including copper pipe and fittings, plastic pipe and push fit fittings, water filters, heating (thermostats/tanks and heaters/radiator valves), lagging, insulation and accessories, based in Darlington, County Durham.

In the financial year ended 31 October 2020, JTM Plumbing Ltd reported unaudited revenues of £5.9m (FY 2019: £6.9m), adjusted EBITDA of £0.54m (FY 2019: £0.36m) and profit before tax of £0.6m (FY 2019: £0.3m). Net assets at October 2020 were £1.6m (FY 2019: £1.1m).

The consideration of up to £5.7m for JTM Plumbing Ltd, which is subject to net asset adjustment, includes an initial consideration of £3m and an element of contingent consideration, subject to achieving earn out criteria, to be settled in cash drawn from the Group's revolving acquisition facility. The acquisition price represents an attractive adjusted EBITDA multiple for the Company, based on JTM Plumbing Ltd's anticipated FY 2021 out turn. The purchase of JTM Plumbing Ltd will include £1.1m of inventory and an 18,000 sq. ft freehold property comprising warehousing and offices. 

The Board believes that this acquisition will significantly increase CMO's addressable market opportunities. It will drive further online penetration by being able to offer the homeowner and the Group's trade customers a one-stop-shop for all their building materials needs from first to final fix, whilst continuing to provide specialist category and product expertise.

The Board is confident that by migrating the JTM Plumbing Ltd business onto CMO's highly scalable bespoke e-commerce platform, rebranding the business to plumbingsuperstore.co.uk, developing the category offering, and expanding into the wider Group's customer base, JTM Plumbing Ltd can rapidly grow its revenues and profits.

As the reporting date is prior to admission the balance sheet presented pre-dates the CMO's  admission to AIM. All senior debt (£3m) together with loan notes and accrued interest (£17.5m) have been repaid and the deferred consideration for the Total Tiles acquisition has been funded from the placing proceeds. Cash conversion remains strong benefitting from higher activity levels and the negative working capital cycle.

Product margins enhanced to 19.4% from 14.6%, which reflects margin benefits achieved from the Total Tiles acquisition. There have been higher variable costs because of marketing costs in Total Tiles, but these remain within target. Inventory growth and overhead increases reflect investment in people and infrastructure, together with the addition of Total Tiles.

In summary, since the end of the first half, trading has continued as expected and the Board remains confident of delivering double-digit sales growth in the second half, thereby meeting current full year guidance.

Dean Murray

Chief Executive Officer

29 September 2021

**AMA UK Internet Plumbing & Heating Market report. FY 2021 estimate at Distributor Selling Price.

About CMO

Founded in 2008 as Construction Materials Online, CMO is the UK's largest online-only retailer of building materials. The Company is disrupting a £27 billion predominantly offline market with a digital first proposition and market leading product choice, supported by high quality customer service and technical expertise. 

CMO has created category authority by offering market-leading ranges listing over 75,000 products through its seven specialist websites: Roofingsuperstore.co.uk, Drainagesuperstore.co.uk, Insulationsuperstore.co.uk, Doorsuperstore.co.uk, Tileandfloorsuperstore.co.uk, cmotrade.co.uk and Totaltiles.co.uk.

Its unique digital hybrid service model, developed over more than 10 years, combines specialist advice and expertise tailored to category and customer needs online, to service the next generation of digital natives by bridging the gap between traditional bricks and mortar retailers and pureplay digital retailing. CMO has established trusted partnerships with manufacturers and supply partners across the UK. Its business model is asset light with the majority of products dropshipped directly from the manufacturers to its customers. CMO's aim is to revolutionise the shopping experience of homeowners and tradespeople to become the 'go to' digital retailer of building materials, providing market leading product choice, relevant help and advice, and a personalised customer experience.

Financial Review

Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the six months ended 30 June 2021 (unaudited)

Consolidated Statement of Changes in Equity

For the period ending 30 June 2021 (unaudited)

Consolidated Statement of Financial Position

As at 30 June 2021 (unaudited)

Consolidated Statement of Cash Flows

For the period ended 30 June 2021 (unaudited)

1.    General Information

CMO Group PLC ('the Company' or 'the Group') is a public company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 (registration number 13451589) and registered in England and Wales. The registered office address is Burrington Business Park, Burrington Way, Plymouth, PL5 3LX.

Copies of this interim report may be obtained from the registered address or from the investors section of the company's website at cmogroup.com.

2.    Basis of Preparation

These consolidated interim financial statements of the group of for the six months ended 30 June 2021 were approved by the Board of Directors on 27 September 2021.

They do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the Group's last annual consolidated financial statements for the year ended 31 December 2020. However, selected explanatory notes are included to explain events and transactions that are significant to understanding changes in the Group's financial position and performance since the last annual financial statements. 

The Annual Report and Accounts for the year ended 31 December 2020 was audited and has been filed with the Registrar of Companies.  The independent auditors report on the annual report and accounts for the year ended 31 December 2020 was not qualified and did not contain statements under Section 498 of the Companies Act 2006. 

The financial information for the six months ended 30 June 2021 and 30 June 2020 is unaudited and has not been reviewed by the Company's auditors.  

The condensed consolidated interim financial statements for the six months to 30 June 2021 has been prepared on the basis of the accounting policies expected to be adopted for the year ending 31 December 2021. These are anticipated to be consistent with those set out in the Group's latest annual financial statements for the year ending 31 December 2020 with the exception of where there is a difference between UK GAAP and IFRS. These interims have been prepared in accordance with UK adopted international accounting standards but does not include all of the disclosures that would be required under International Financial Reporting Standards (IFRSs). The interim financial statements are presented in pounds sterling, which is the functional currency of the group. Amounts are rounded to the nearest thousand, unless otherwise stated. 

AIM-quoted companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the company has taken advantage of this exemption. 

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis in preparing these interim financial statements

3.    Significant Accounting Policies

The group has applied the same accounting policies in these interim financial statements as in its 2020 annual financial statements with the exception of where there is a difference between UK GAAP and IFRS. Full disclosure of the transition to IFRS was made in the Group's AIM admission.
 

4.    Use of judgments and estimates

The significant judgments made by management in applying the Groups accounting policies and key sources of estimation uncertainty for the interim financial statements are the same as those described in the 2020 annual financial statements.

5.    Segmental Analysis

The group currently only report on one performance line being the retail of construction materials.

6.    Income tax

The income tax credit /charge for the period is based on the estimated rate of corporation tax that is likely to be effective for the year to 31 December 2021.

7.    Dividends

No dividends were paid during the period and no dividend was paid relating to financial year 2020.

8.    Earnings per Share

Earnings per share are as follows:

Earnings per share (EPS) is calculated by dividing the profit for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated on the same basis as basic EPS but with a further adjustment to the number of weighted average shares in issue to reflect the effect of all potentially dilutive share options. The number of people in potentially dilutive share options is derived from the number of share options and awards granted to employees and directors where the exercise price is less than the average market price of the Company's ordinary shares during the period. Under IFRS no allowances made for the dilutive impact of share options which reduce a loss per share. The basic and diluted EPS measures are therefore the same.

On 8 July 2021, the Group was admitted to and dealings in the Ordinary Shares commenced on AIM.  In connection with Admission, the Group undertook a reorganisation that resulted in CMO Group PLC (the Company) replacing CMOStores Group Limited as the ultimate holding company of the Group. The Group Reorganisation steps comprised the incorporation of the Company on 11 June 2021 with the name CMO Group PLC with an issued share capital of 5,000,000 Ordinary Shares held by KCP as the initial Shareholder of the Company. Immediately following the share capital reorganisation, which was carried out via a share for share exchange, each ordinary share of CMOStores Group Limited (CGL) was acquired by the Company and the Company was substituted as issuer of all of the loan notes of CGL in place of CGL.

Following the reorganisation there were 51,310,056 ordinary shares issued and credited as fully paid with an aggregate nominal value of £513,100.56. Immediately on Admission following the Placing there were 71,969,697 ordinary shares issued and credited as fully paid with an aggregate nominal value of £719,696.97. The Placing Shares shall represent 47.4 per cent. of the Enlarged Share Capital.

The Placing Price of 132 pence per Ordinary Share represents a premium of 132 pence over the Net Asset Value Per Share. The total costs and expenses of, and incidental to, the Placing and Admission save for the commissions and stamp duty payable by the Selling Shareholders, together with internal costs relating to the reorganisation amount to £4.6 million and are payable by the Company.

9.    Business combinations and goodwill

Reconciliation of carrying amount of goodwill

There have been no new business combinations in the six months ended 30 June 2020 however the following existing deferred consideration arrangements are in place.

Deferred consideration

On 31 December 2020, the group acquired 100% of the equity instruments of Total Tiles Limited, a UK based business, thereby obtaining control.  The purchase agreement includes a payment on completion and an element of deferred consideration. The agreement includes an adjustment to the deferred consideration calculated based upon the net current assets of Total Tiles Limited at 31 December 2020. The deferred consideration is payable seven days after the earlier of 30 September 2022 or the date at which the Board of Directors approve the audited annual accounts of the Group for the year ending 31 December 2021.

10.  Loans and borrowings

The Directors consider that the carrying amount of loans and borrowings approximates to their fair value.

Facility A loan is denominated in pounds sterling with a nominal interest rate at 3.45% plus LIBOR and with the final instalment due on 31 March 2022. The carrying amount at 30 June 2021 is £302,083 (31 December 2020: £500,533).

Facility B loan is denominated in pounds sterling with a nominal interest rate of 3.95% plus LIBOR, and with the final instalment due on 31 March 2022. The carrying amount 30 June 2021 is £1,476,750 (31 December 2020: £1,480,000).

Facility C loan is denominated in pounds sterling with a nominal interest rate of 4.45% plus LIBOR, and with the final instalment due on 31 March 2022. The carrying amount 30 June 2021 is £1,250,000 (31 December 2020: £1,250,000).

On 1 July 2021, the Company replaced the above facilities, which were repaid in full, and entered into a revolving credit facility agreement with Clydesdale Bank Plc (trading as Yorkshire Bank) in respect of revolving loan facilities in an aggregate amount of £10 million to be made available to the Group (the "Revolving Facility"). The borrowers under the Revolving Facility are the Company, CGL, CMOStores Holdings Limited and Total Tiles. The guarantors under the Revolving Facility are the Company, CGL, cmostores.com Limited and Total Tiles. The proceeds of the Facility A of the Revolving Facility (which has a limit of £6 million) can be used for financing acquisitions permitted under the Revolving Facility ("Facility A") and the proceeds of Facility B under the Revolving Facility (which has a limit of £4 million) can be used for the general corporate and working capital purposes of the Group ("Facility B"). The final maturity date of the Revolving Facility is six years after the date of the Revolving Facility (the "Termination Date"). Facility A will be reduced by £250,000 on each quarter from 30 June 2023, until it is reduced by £3 million on 30 June 2026.

11.  Dividends

No dividends were paid during the period and the directors did not recommend payment of the dividend for the period ending 31 December 2020.

12.  Related Party Transactions

Transactions with directors

Three directors held loan notes with the Group at 30 June 2021 of £448,968 (31 December 2020 : £448,968). This is recognised within Loans and borrowings. These loan notes have a nominal interest rate of 10%. At 30 June 2021 the amounts due to these related parties totalled £650,374 (31 December 2020 : £632,320).

One non-executive director held loan notes with the Group at 30 June 2021 of £648,956 (31 December 2020 : £648,956). This is recognised within Loan and borrowings. These loan notes have a nominal interest rate between 6% and 10%. At 30 June 2021 the amounts due to this related party totalled £905,207 (31 December 2020 : £883,108).

Summary of transactions with entities with joint control or significant interest

The ultimate controlling party held loan notes with the Group at 30 June 2021 of £8,473,960 (31 December 2020 : £8,649,940).  This is recognised within Loans and borrowings. These loan notes have a nominal interest of 10%. At 30 June 2021 the amounts due to these related party totalled £12,353,363 (31 December 2020 : £12,011,326).

All loan notes and associated interest were repaid at Admission.