Thorpe Regulatory News (TFW)

INTERIM RESULTS FOR THE SIX MONTHS TO 31 DECEMBER 2018

FW Thorpe Plc - a group of companies that design, manufacture and supply professional lighting systems - is pleased to announce its interim results for the six months ended 31 December 2018.

Key points:

· Group results were affected by a slow start to the year by Thorlux, with operating profit in line with management's guidance in the November AGM trading statement

· Thorlux's order income is now back to 2018 levels after record orders for the last few months

· The majority of other Group companies' results are similar to those at the Interim 2018 - with improved results at Lightronics and TRT, but disappointing results for some international sales offices

· Results include Famostar, acquired in December 2017, which was not included in the Interim 2018 figures

· Profit before tax includes profit on disposal of £1.9m following the sale of the Thorlux Portsmouth property

· Interim dividend 1.43p (Interim 2018: 1.40p)

Note: This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014 (MAR).

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CHAIRMAN'S INTERIM STATEMENT

As indicated in the 2018 annual report statement and AGM update, the Group is finding it difficult to match the results of last year due to challenging trading conditions at the start of the year. Comparing interim 2019 and 2018 figures, Group revenue for the period is lower by 1.0% with operating profit lower by 10.3% before the profit on disposal. Revenue and operating profit are supplemented by the inclusion of Famostar, adding £3.6m in revenue and £0.4m in operating profit, which was not part of the interim 2018 Group results.

The Group's overall UK revenue is down by £4.0m at the half-year point, mainly due to the performance of Thorlux. Revenue from the Group's international sales offices is also down, by £1.5m. These reductions are mostly offset by revenue from overseas acquisitions, i.e. Lightronics and the inclusion of Famostar, albeit with a lower operating profit margin. There was also an improvement at TRT, the Group's street lighting business.

I am pleased to report that revenue generated from overseas operations now represents 41% of the total, providing risk mitigation in case of further turbulent economic and political times in the UK. The management team meet regularly to discuss and plan for the potential impacts arising from Brexit. We wait anxiously for matters to be resolved and business confidence to return to more normal levels.

As mentioned in the autumn AGM statement, despite a challenging start to the year, orders in October and November improved at the Group's main lighting division, Thorlux. Since then, orders have continued at record levels, which will give a much-needed boost through to the financial year-end. Overhead cost reductions made during the autumn are now expected to start flowing through to operating profit in the second half of the year.

The Thorlux Portsmouth and Sugg Lighting factories were sold in November for £4.8m, realising a £1.9m profit on disposal and supporting the increased reported profit before tax from £7.9m to £8.8m.

The Group continues to invest for the future. This includes the imminent delivery of new laser cutting metalworking machinery at Thorlux, a property extension underway at TRT to provide pre-treatment and powder coating facilities (and as a Group disaster recovery backup resource), a new factory has also been approved for Portland Lighting, and works, which are well advanced, on the Lightronics factory extension.

Thorlux Lighting has recently launched a new range of innovative lighting to reinvigorate the workplace; more detail on this will be included in the annual report later this year. Famostar is working hard to adopt SmartScan, our wireless lighting control system, into its product portfolio and TRT is set to launch two product innovations supported by Luxintec, the Group's lens specialist in Spain.

Despite the difficult trading conditions for the six months to 31 December 2018, I am pleased to announce an interim dividend of 1.43p (Interim 2018: 1.40p).

Looking forward, within the Group we remain concerned about the stability of the UK market; however, present trading conditions are more buoyant than we previously predicted, and stronger than the first half performance. Whilst our improved order book gives us confidence that we will have a strong finish to the year, underlying operating profit is still expected to be below the record operating figures of the last financial year.

Mike Allcock

Chairman

21 March 2019

FW Thorpe Plc

CONSOLIDATED INCOME STATEMENT

for the six months to 31 December 2018

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months to 31 December 2018

All comprehensive income is attributable to the owners of the company.

* The loss on the revaluation of financial assets at fair value through other comprehensive income of £529,000 is due to the decrease in market value of these investments.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2018

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the six months to 31 December 2018

CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months to 31 December 2018

Notes to the Interim Financial Statements

1. Basis of Preparation

The consolidated interim financial statements for the six months to 31 December 2018 have been prepared in accordance with the recognition and measurement principles of applicable International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU), IFRIC interpretations and the AIM Rules for Companies.

The figures for the period to 31 December 2018 and the comparative period to 31 December 2017 have not been audited or reviewed and are therefore disclosed as unaudited. The figures for 30 June 2018 have been extracted from the financial statements for the year to 30 June 2018, which have been delivered to the Registrar of Companies. The interim financial statements do not constitute statutory accounts within the meaning of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, rounded to the nearest thousand.

The interim financial statements are prepared under the historical cost convention, modified by the revaluation of certain current and non-current investments at fair value through profit or loss.

The accounting policies set out in the financial statements for the year ended 30 June 2018 have been applied consistently throughout the Group during the period, except for the adoption of the new pronouncements IFRS 9 "Financial Instruments" and IFRS 15 "Revenue from contracts with customers".

IFRS 9 "Financial Instruments" is effective for accounting periods beginning on or after 1 January 2018, and was adopted by the Group for the accounting period beginning 1 July 2018. The new standard replaces IAS 39 "Financial Instruments: Recognition & Measurement" and the changes introduced by the new standard can be grouped into the following three categories - Classification & Measurement, Impairment, and Hedging. The impact of the new standard in the Group was the following:

· Classification and measurement: IFRS 9 contains three principal classification categories for financial assets which are amortised cost, fair value through other comprehensive income ("FVOCI") and fair value through profit or loss ("FVTPL"). The standard eliminates the existing IAS 39 categories of held-to-maturity, loans and receivables and available-for-sale financial assets. The Group included the new classification categories for financial assets in the Statement of Financial Position and there were no changes to net assets from changes in the measurement basis of financial assets.

· Impairment: IFRS 9 introduces an expected credit loss model which requires expected credit losses and changes to expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. Financial assets measured at amortised cost or FVOCI are subject to the impairment provisions of IFRS 9. The adoption of this standard has not resulted in any material changes in the level of provision for financial assets.

· Hedging: IFRS 9 introduces new hedge accounting requirements. IFRS 9 aligns hedge accounting relationships with the Group's risk management objectives and strategy. The Group does not apply hedge accounting, therefore there were no changes arising from the new standard. 

IFRS15 is effective for accounting periods beginning on or after 1 January 2018, and was adopted by the Group for the accounting period beginning 1 July 2018. The standard requires entities to apportion revenue earned from contracts to individual performance obligations based on a five-step model. The adoption of this standard has not resulted in any material impact on reported profits.

The Group is currently evaluating the effect of the new leasing standard IFRS16 that will be adopted for the financial year commencing 1 July 2019. The Group does not have many leasing agreements, with the majority being for vehicles and a building in the Netherlands, subsequently the adoption of this standard is not expected to have a material impact on reported profits.

2. Segmental analysis

The segmental analysis is presented on the same basis as that used for internal reporting purposes. For internal reporting FW Thorpe is organised into ten operating segments, based on the products and customer base in the lighting market - the largest business is Thorlux, which manufactures professional lighting systems for the industrial, commercial and controls markets. The Lightronics business is a material subsidiary and therefore disclosed separately.

The eight remaining continuing operating segments have been aggregated into the 'other companies' segment based on their size, comprising the entities Philip Payne Limited, Solite Europe Limited, Portland Lighting Limited, TRT Lighting Limited, Thorlux LLC, Thorlux Australasia PTY Limited, Thorlux Lighting GmbH and Famostar B.V.

FW Thorpe's chief operating decision-maker (CODM) is the Group board. The Group board reviews the Group's internal reporting in order to monitor and assess the performance of the operating segments for the purpose of making decisions about resources to be allocated. Performance is evaluated based on a combination of revenue and operating profit. Assets and liabilities have not been segmented which is consistent with the Group's internal reporting.

Inter-segment adjustments to operating profit consist of property rentals on premises owned by FW Thorpe Plc, adjustments to profit related to stocks held within the Group that were supplied by another segment.

The profit on disposal relates to the profit generated by the sale of the property the company owned in Portsmouth, formerly occupied by Compact Lighting Limited.

3. Earnings per share

The basic earnings per share is calculated on profit after taxation and the weighted average number of ordinary shares in issue of 116,001,173 (Interim 2018: 115,750,590) during the period. The diluted earnings per share is calculated on profit after taxation and the weighted average number of potentially dilutive ordinary shares in issue of 116,764,548 (Interim 2018: 116,502,118) during the period.

4. Dividend

The interim dividend is at the rate of 1.43p per share (Interim 2018: 1.40p), and based on 116,120,658 shares in issue at the announcement date the dividend will amount to £1,661,000 (Interim 2018: £1,623,000). The interim dividend will be paid on 18 April 2019 to shareholders on the register at the close of business on 29 March 2019, and the shares become ex-dividend on 28 March 2019.

A final dividend for the year ended 30 June 2018 of 4.00p (2017: final of 3.55p) per share, amounting to £4,639,000 (2017: £4,114,000) was paid on 29 November 2018.

5. Availability of interim statement

Copies of the interim report are being sent to shareholders and will also be available from the company's registered office or on the company's website (www.fwthorpe.co.uk) from 29 March 2019.