TIDMPROC

RNS Number : 6108J

ProCook Group PLC

14 December 2022

14 December 2022

ProCook Group plc

Interim results for the 28 weeks ended 16 October 2022

Challenging trading conditions, good strategic progress

ProCook Group plc ("ProCook" or "the Group"), the UK's leading direct-to-consumer specialist kitchenware brand, today announces its interim results for the first half of FY23 (the 28 weeks ended 16 October 2022).

 
 GBPm                             H1 FY23   H1 FY22        YoY 
 
 Revenue                             27.4      32.0    (14.5%) 
                                 --------  --------  --------- 
 
 Gross profit                        16.7      21.3    (21.8%) 
                                 --------  --------  --------- 
 Gross margin %                     61.0%     66.6% 
                                 --------  --------  --------- 
 
 Underlying (loss) / profit 
  before tax(1)                     (2.8)       3.8 
                                 --------  --------  --------- 
 
 Reported (Loss) / profit 
  before tax                        (3.5)       2.4 
                                 --------  --------  --------- 
 
 Net (debt) / cash                  (1.3)       0.9 
                                 --------  --------  --------- 
 
 New customers acquired ('000)        320       319      +0.2% 
                                 --------  --------  --------- 
 Number of active customers 
  L12M ('000)(2)                    1,001       733     +36.5% 
                                 --------  --------  --------- 
 12 month repeat rate %(3)          25.3%     24.7%   +0.6%pts 
                                 --------  --------  --------- 
 

Financial and strategic highlights

-- Revenue of GBP27.4m against strong prior year comparatives was -14.5% YoY (FY22 H1: +34.4% YoY) but remained +119.7% higher than FY20 pre-pandemic levels on a LFL(4) basis

-- Challenging trading conditions driven by the combined effects of heightened pressures on consumer spending and the prolonged hot summer weather

-- Excluding Amazon marketplaces, revenue was -8.6% YoY, marginally below the UK kitchenware market(5) (which was -6.3% YoY) after ProCook's considerable out-performance last year; tracking slightly ahead of the market in the eight weeks since H1

-- Gross margin impacted by cost pressures, including shipping, with underlying loss reflecting challenging market conditions

-- Net debt at the end of the first half was -GBP1.3m (FY22 year end: -GBP1.8m) with available liquidity of GBP14.7m

   --      ProCook proposition remains attractive to new and existing customers: 

o Attracted 320,000 new customers to shop with ProCook for the first time

o Increased our 12 month repeat purchase rate to 25.3% (FY22 H1: 24.7%)

o Active customers in the last 12 months increased to in excess of one million (+36.5% YoY)

-- Continued strategic progress to build a stronger and more sustainable business for all stakeholders:

o One new store and two relocations to larger sites opened in first half

o Development of new Distribution Centre and Head Office progressing on track to deliver future operational efficiencies

o ProCook became the first London Stock Exchange listed retailer to achieve B Corp certification

Current trading and outlook

In the eight weeks to date of H2, including the important Black Friday period and the early part of Christmas trading, revenue was significantly improved on the first half. However, it has remained weaker than we anticipated at -5.7% YoY. Total LFL revenue was -6.4% which was +116.0% compared to the same period in FY20 pre-pandemic.

Total retail revenue in this eight week period was +0.7% YoY, albeit Retail LFL revenue remained -6.9% lower. Ecommerce revenue was -12.6% YoY, including a -6.6%pts impact of our exit from EU marketplaces. UK website sales remained softer year on year at -6.0%. However, website revenue remains up +201.0% on pre-pandemic levels in H1 FY20. Whilst traffic and footfall remain reasonably strong, conversion rates both in store and online continue to be significantly down year on year and ATV remains down year on year in Retail.

As announced in our trading update on 9 December 2022, we now expect our full year revenue for FY23 to be between GBP60 - GBP65m. The combination of the continued softer year on year sales performance and heightened costs due to shipping and foreign exchange impacts, additional marketing and promotional activity, and investing in our operational teams to serve higher volumes, means that we now expect that full year FY23 underlying PBT will be approximately breakeven.

We have initiated a plan to maximise our trading performance and profitability, and have begun taking action to reduce operating costs by GBP3m on an annualised basis.

We are confident this plan will enable us to emerge stronger from this difficult trading environment to become customers' first choice for kitchenware. The Group remains well placed to capture increased share of the large kitchenware market and deliver long term growth and value to all stakeholders.

Daniel O'Neill, CEO & Founder, commented:

"This has been a difficult trading period, reflecting the wider consumer environment and also a very strong comparable period in our last financial year. However, ProCook has traded through tough conditions in the past and we remain confident in our specialist offer and ability to continue taking long-term decisions to build a stronger and more sustainable business.

"Our B Corp certification reflects that focus and is a huge achievement for the whole team at ProCook. We've also made good progress with our store roll-out and the development of our new Distribution Centre and Head Office, which will provide us with a much improved and efficient base from which to take the business forward.

"We are taking cost actions to manage the current pressures and the business remains well placed to capture increased share of the large kitchenware market and deliver long term growth and value to all stakeholders."

Analyst Presentation

There will be a live presentation for analysts and institutional investors this morning at 9.00am, hosted via a webinar with a facility for Q&A. For details, please contact procook@mhpgroup.com .

For further information please contact:

 
 ProCook Group plc                          investor.relations@procook.co.uk 
  Daniel O'Neill, Chief Executive Officer 
  & Founder 
  Dan Walden, Chief Financial Officer 
 
 
 MHP (Financial PR Adviser)        procook@mhpgroup.com 
  Katie Hunt                   Tel: +44 (0)7709 496 125 
  Catherine Chapman 
 

Next scheduled event:

ProCook expects to release its third quarter trading update in mid January 2023.

Notes to editors

ProCook is the UK's leading direct-to-consumer specialist kitchenware brand. ProCook offers a direct-to-consumer proposition, designing, developing and retailing a high-quality range of cookware, kitchenware and tableware which provides customers with significant value for money.

The brand sells directly through its website, www.procook.co.uk , and via over 50 own-brand retail stores, located across the UK. ProCook products are also available in Germany and France with delivery options extending to Belgium, Austria, Luxembourg, the Netherlands and Poland.

Founded over 25 years ago as a family business, selling cookware sets by direct mail in the UK, ProCook has grown into a market leading, multi-channel specialist kitchenware company, employing over 600 colleagues and operating from its Head Office in Gloucester.

ProCook has been listed on the London Stock Exchange since November 2021 (PROC.L).

Quarterly revenue performance

 
                               FY23 (52 weeks ending 2 April 2022) 
                           Q1         Q2         H1      Q3   Q4   H2   FY 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 Revenue                GBP11.4m   GBP15.9m   GBP27.4m 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 Revenue growth 
  %                     (22.6%)     (7.6%)    (14.5%) 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 Yo3Y revenue growth 
  %                      35.5%      54.0%      45.6% 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 LFL revenue(4)         GBP10.0m   GBP13.6m   GBP23.6m 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 LFL growth %           (17.1%)    (15.6%)    (16.2%) 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 Yo3Y LFL growth 
  %                      133.3%     110.4%     119.7% 
                       ---------  ---------  ---------  ---  ---  ---  --- 
 
 
                                           FY22 (52 weeks ending 3 April 2022) 
                           Q1         Q2         H1         Q3         Q4         H2         FY 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 Revenue                GBP14.6m   GBP17.5m   GBP32.1m   GBP23.0m   GBP14.0m   GBP37.0m   GBP69.2m 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 Revenue growth 
  %                      84.9%       9.8%      34.6%      35.7%      11.4%      25.4%      29.5% 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 Yo2Y revenue growth 
  %                      72.9%      69.3%      70.9%      84.0%      85.8%      84.7%      78.0% 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 LFL revenue(6)         GBP11.2m   GBP14.3m   GBP25.5m   GBP18.6m   GBP10.9m   GBP29.5m   GBP55.0m 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 LFL growth %            96.7%      19.5%      44.4%      34.1%       7.7%      23.0%      32.1% 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 Yo2Y LFL growth 
  %                      167.7%     131.5%     146.2%     105.7%     109.1%     107.0%     123.5% 
                       ---------  ---------  ---------  ---------  ---------  ---------  --------- 
 

Notes

(1) Underlying profit before tax is presented before non-underlying items of GBP0.7m in FY23 in relation to IPO-related share-based awards and pre-opening costs in respect of the Group's new distribution centre and head office and GBP1.4m in FY22 in relation to IPO costs

(2) Number of active customers reflects those customers on our database who have purchased in the last 12 months

(3) 12 month repeat rate reflects the % of customers first acquired in a previous financial year which have made at least one subsequent purchase in the following financial year

(4) FY23 LFL (Like For Like) revenue reflects:

- Retail YoY - Continuing Retail stores which were trading for at least one full financial year prior to the 3 April 2022, inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre

- Retail Yo3Y - Continuing Retail stores which were trading for at least one full financial year prior to the 29 March 2020, inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre

   -           Ecommerce YoY and Yo3Y - ProCook direct website channel only 

(5) UK Kitchenware market growth (excluding ProCook) calculated using weekly GfK data and management estimates

(6) FY22 LFL reflects:

- Retail LFL - Continuing Retail stores which were trading for at least one full financial year prior to 29 March 2020 inclusive of any stores which may have moved location or increased/ decreased footprint within a given retail centre

- Ecommerce LFL - Continuing ecommerce websites and marketplaces that have been trading for at least one full financial year prior to 29 March 2020, excluding the UK Marketplace which ceased trading on 28th June 2021

CEO's Review

Introduction

The weakened macro-economic backdrop has created one of the most challenging consumer environments in recent years and, coupled with the unusually hot weather over the summer, has led to significantly weaker trading conditions. Despite these near-term challenges, we continue to take long term decisions for the business and have made good strategic progress, whilst accelerating those initiatives that are central in helping us manage the difficult backdrop.

I am extremely proud that ProCook became the first London Stock Exchange listed retailer to be B Corp certified. This is the result of huge efforts across the Group and reflects our long-held commitment to building a responsible brand.

We are well placed to manage the current challenges with a resilient and flexible business model, a clear strategy for sustainable and profitable growth, and a customer proposition focused on exceptional value, quality and service. We have prioritised the actions and initiatives that will best support our performance in the near term and drive our brand forward for the longer term, making ProCook a stronger business for all of our stakeholders.

I would like to thank all of our people who have supported our customers so tirelessly over these recent months. I would also like to express my sincere thanks to both Steve Sanders (COO) and Gillian Davies (NED) who both step down from the Board today, as previously announced. Steve remains with ProCook as COO until his retirement in Spring 2023.

Challenging trading conditions compounded by a long hot summer

First half revenue of GBP27.4m was down -14.5% year on year, yet was +119.7% higher, on a like for like basis, than H1 FY20 (pre-pandemic) reflecting our significant growth over the previous two years, or +45.6% higher on a reported basis.

Our trading performance during the first half, against strong prior year comparative results, reflects the challenging market conditions driven by the combined effects of heightened pressures on consumer spending and the prolonged hot summer weather. Additionally, it reflects the annualisation of our strategic exit from Amazon UK in June 2021, and our withdrawal as planned from the Amazon EU marketplaces during the first half of this year.

The UK kitchenware market has remained reasonably resilient in the first half, declining -6.3% year on year against strong growth last year. ProCook revenue, excluding revenue from Amazon marketplaces, declined by -8.6% partly reflecting our strong performance in the comparative period when our sales growth outperformed the market by +60.8% in H1 FY22.

In the year to date, we have attracted 320,000 new customers to shop with ProCook for the first time and we have increased our 12 month repeat purchase rate to 25.3% (FY22 H1: 24.7%). As a result, the number of active customers in the last 12 months has now increased to above one million (+36.5% year on year).

Whilst like for like footfall and website traffic remained relatively resilient in the first half (-2.5% and -3.3% respectively year on year), conversion rates and average transaction values (ATV) have both declined, reflecting the challenging consumer environment. In Retail, like for like conversion dropped by -12.0% year on year whilst ATV declined by -3.9%. ATV held up well on our website, but conversion rates dropped by -9.1% year on year.

In the first half we have made an underlying loss before tax of -GBP2.8m (H1 FY22: profit of +GBP3.8m) reflecting the lower year on year revenue performance, reduced gross margins due to shipping and foreign exchange impacts and additional promotional activity required to help convert sales. Year on year, our cost base is higher, however we have managed this carefully, identifying and implementing efficiencies where possible, as we continue to invest in areas that will support the long term growth and efficiency of the business.

Further detail on our financial performance in the first half is set out in the CFO's Review.

Becoming the customers' first choice for Kitchenware

Well positioned, with a large market opportunity

Despite the challenging consumer macro environment, the UK kitchenware market has, unusually, contracted throughout the first half of this financial year against strong growth last year. The market as a whole has continued to shift back towards Retail (from Ecommerce channels) since Covid-19 restrictions eased, with Ecommerce sales mix at 24.5% (H1 FY22: 26.1%). The effects of price increases are evident in the market with volumes down -12% in the first half.

Our value for money credentials, accompanied by our stores in leisure-focused retail destinations, and our strong service levels both in-store and online, provide a level of resilience to the current macro challenges, albeit we are not immune to the general weakening of consumer confidence in the period.

We have made considerable progress with developing our operational capabilities to drive revenue in the current climate and position us well for the significant opportunity we have to raise brand awareness and increase market share, which we estimate was just 2.2% in the UK in 2021, as we pursue our mission to become customers' first choice for kitchenware.

Attract, engage and retain more customers

During the first half we have made good progress with our marketing strategy. We have attracted 320,000 new customers to shop with our brand (similar to the same period last year) and further improved our 12 month repeat purchase rate.

We have completed the implementation of our new customer experience platform in the first half which we will now put to good use to drive forward our retention marketing activities following a period of disruption in the first half. We have begun to use improved customer segmentation to enhance re-targeting across our sales channels. Additionally, we have taken steps to increase the rate of email collection in both our Retail and Website channels to increase the size and value of our customer database.

We have launched our first digital catalogues to extend our reach to more customers in the future, alongside trials of programmatic brand campaigns which are underway utilising digital content created in our own cookery school and photography studio. We have also recently implemented automated paid media bidding which will ensure we optimise the capture of in-market demand and better control the higher cost per acquisition we have incurred in H1 FY23.

During the first half, given the macro backdrop, we have focused more on promotional marketing to appeal to customers. We have strengthened our offers assisting the sell-through of clearance products, and developed a new Build Your Own set saving mechanism which further sets us apart in the kitchenware market and offers customers even greater choice and flexibility.

Developing our proposition

I am pleased with the progress we have made in developing our website during the first half. We have successfully completed the re-platforming of our website to our new codebase which provides site speed benefits, enhanced security features and faster future development time. We will now deploy user experience improvements far more rapidly, helping to improve conversion rates.

We have been winding down our activity on our remaining Amazon EU marketplaces in recent months in order to focus fully on our own website and the priority UK market.

We continue to invest in our retail portfolio, confident that our stores provide customers with an inspirational experience and a convenient opportunity to test, seek advice and take products home the same day, whilst also acting as a beacon for the ProCook brand. We have opened one new store during the first half, and one last week, taking our current total to 57 retail stores, and we have also relocated two successful and established stores (Mansfield and York) to larger units within existing retail centres, building on our track record of successfully growing sales through footprint expansion in other locations. We currently expect to open a further one to two new stores in the remainder of this financial year.

Our product range has continued to move forward with 11.4% of our range refreshed in the first half and five new range launches including our new Micarta knife sets and Malmo white tableware - an extension of our popular existing Malmo ranges. As planned, we have adjusted pricing where possible to reflect the higher cost of product intake, and we continue to monitor the effect carefully. Whilst prices in the wider market have moved up, and we have moved broadly in line, prices have not been sufficiently increased to fully offset the increased shipping costs incurred post Covid.

Design and development of the first phases of our new ranges of Kitchen Electricals is progressing well, and we have identified a key supplier to partner with as we prepare to launch this new category to provide another reason for customers to shop with ProCook.

Building on our foundations

In September we took possession of our new BREEAM-certified Distribution Centre and Head Office site in Gloucester. The build programme was delivered to plan and we are now progressing with the internal fit out. We currently expect to have the site operational around the end of this financial year. This will improve efficiency and capacity in our logistics operations and provide an inspiring working environment for our colleagues for the years ahead.

Our technology teams have delivered a series of successful roadmap initiatives in the first half to support trading performance, operational efficiency and improve system security and resilience. A further pipeline of work is scheduled for the second half of the year.

One of our proudest achievements in the first half is our B Corp certification which was awarded in October, making ProCook the first London Stock Exchange listed retailer to be certified. The certification reflects our long-held commitment to building a responsible brand with a strong purpose. Alongside our existing sustainability goals, and the roadmap we are creating to reach Net Zero emissions by 2030, our new membership of B Corp provides a stringent framework by which we can continue to measure our performance and progress.

Daniel O'Neill

Chief Executive Officer

13 December 2022

CFO's Review

The macro and consumer environment has created increasingly challenging trading conditions resulting in weaker sales and profit performance over the first half compared to last year. We are highly focused on driving our financial performance and managing our cost base whilst still investing in the areas that will support our medium and long term growth and performance.

During the first half we have made good progress with reducing inventory levels, which has supported stronger year on year free cash flow. Our net debt reduced to GBP1.3m from GBP1.8m at FY22 year end, with available liquidity of GBP14.7m.

Revenue

 
 GBPm              H1 FY23     YoY %   Yo3Y % 
 Revenue              27.4   (14.5%)    45.6% 
                  --------  --------  ------- 
 Ecommerce            11.4   (24.5%)   102.6% 
                  --------  --------  ------- 
 Retail               16.0    (5.6%)    21.2% 
                  --------  --------  ------- 
 
 LFL Revenue(1)       23.6   (16.2%)   119.7% 
                  --------  --------  ------- 
 LFL Ecommerce        10.7   (13.6%)   258.8% 
                  --------  --------  ------- 
 LFL Retail           12.9   (18.3%)    49.1% 
                  --------  --------  ------- 
 

Total revenue of GBP27.4m in the first half was -14.5% lower than H1 FY22, however remained +119.7% on a like for like basis compared to H1 FY20 (pre-pandemic).

Revenue of GBP11.4m from Ecommerce channels was -24.5% year on year. This includes a -GBP2.3m (-15.0%pt) impact of the reduction in sales from Amazon marketplaces (following the exit of Amazon UK in June 2021, and the withdrawal from Amazon EU during the year to date). Additionally, this includes a further -9.5%pt impact of the lower like for like performance on our UK website as consumers continue to migrate back towards retail, and as a result of lower conversion rates year on year. Our website revenue remains up +258.8% on pre-pandemic levels in H1 FY20.

Retail revenue of GBP16.0m was -5.6% year on year. On a like for like basis revenue was -18.3% reflecting the challenging retail conditions and hot weather over the summer, and extremely strong comparatives in the prior year, when like for like stores were +95.0% on H1 FY21 and +77.7% on H1 FY20 as a result of pent-up demand after the lifting of Covid restrictions. Revenue from like for like stores remained +49.1% ahead of pre-pandemic performance during the first half of this year.

During the first half we have opened one new retail store and two relocations to larger sites within existing centres increasing our total retail estate to 56 stores. On 9 December 2022, we opened one additional new store at Lakeside, Thurrock taking the total retail estate to 57 stores.

Gross profit

We delivered gross profit of GBP16.7m in H1 FY23 (H1 FY22: GBP21.3m) with gross margins declining to 61.0% (H1 FY22: 66.6%), primarily driven by a combination of increased shipping and transport costs (-430bps YoY), adverse foreign exchange impacts (-80bps YoY), and higher levels of promotions to convert sales (-40bps YoY), partly offset by price increases (+60bps).

Prior year adjustment

At the FY22 year end, we reported the costs associated with transporting inventory to its final selling location within gross profit. We have adjusted for this in the first half results of that year to aid comparability, reducing H1 FY22 gross margin by -120bps. A corresponding credit has been made to reduce operating costs, with the remaining cost being held in inventory at the end of the half resulting in GBP0.2m net improvement to profits in the first half of FY22.

Operating expenses and other income

Underlying operating expenses net of other income

Total underlying operating expenses net of other income were GBP19.1m (H1 FY22: GBP17.8m) representing 69.7% of sales (H1 FY22: 55.6%). This growth in costs was driven by a number of key factors:

-- Ecommerce: +GBP1.0m saving year on year driven by exit from Amazon (+GBP0.6m), lower sales volumes and efficiencies (+GBP1.2m), partly offset by cost per acquisition increasing from GBP16 last year to GBP24 this year (-GBP0.8m)

-- Retail: -GBP1.9m increase year on year driven by business rates following the end of Covid-reliefs (-GBP0.9m), inflationary pressures (-GBP0.5m) and new stores (-GBP1.4m) partly offset by volume and efficiency savings (+GBP0.9m)

-- Annualisation of plc costs: +GBP0.9m partly offset by lower brand marketing spend year on year of -GBP0.5m

Non-underlying operating expenses

Non-underlying operating expenses in H1 FY23 of GBP0.7m include employee share-based IPO awards of GBP0.6m and pre-opening costs in relation to the new Distribution Centre and Head Office of GBP0.1m. Expenses in relation to these IPO awards are expected to continue through relevant vesting periods to FY25, albeit these costs reduce over time. In H1 FY22 non-underlying operating expenses of GBP1.4m related to IPO costs.

Operating profit / (loss)

Total underlying operating loss for the period was GBP2.4m (H1 FY22: GBP3.5m profit) with H1 FY22 boosted by the favourable trading conditions and pent-up demand following the lifting of Covid-19 restrictions. Ecommerce operating profitability declined from 23.1% of revenue to 10.8% as demand and gross profit margins reduced and cost per acquisition increased back to pre-pandemic levels. Retail profitability reduced from 26.1% of revenue to 7.3%, reflecting the hot summer weather impact on footfall compared to the heightened demand last year as shops reopened, and the increased cost base year on year.

 
 GBPm                                    H1 FY23   H1 FY22 
 Underlying operating (loss) / profit 
                                        --------  -------- 
 Ecommerce                                   1.2       3.5 
                                        --------  -------- 
 Retail                                      1.2       4.4 
                                        --------  -------- 
 Central costs                             (4.8)     (4.5) 
                                        --------  -------- 
 Total                                     (2.4)       3.4 
                                        --------  -------- 
 
 As a % revenue 
                                        --------  -------- 
 Ecommerce                                 10.8%     23.1% 
                                        --------  -------- 
 Retail                                     7.3%     26.1% 
                                        --------  -------- 
 Central costs                           (17.5%)     (14%) 
                                        --------  -------- 
 Total                                    (8.7%)     10.7% 
                                        --------  -------- 
 

Total reported operating loss, after the GBP0.7m of non-underlying costs in the first half, was -GBP3.0m (H1 FY22: profit of GBP2.2m).

Profit / (loss) and earnings per share

The underlying loss before tax was GBP2.8m in the first half of the year (H1 FY22: GBP3.8m profit).

During the first half there was a net cost of GBP0.4m (H1 FY22: GBP0.2m net gain) in respect of financial items in the period. Financial items included interest expenses on lease liabilities and borrowings of -GBP0.4m (H1 FY22: -GBP0.3m) reflecting the rise in interest rates year on year. Foreign exchange losses were GBP17k in the first half compared with gains of GBP0.5m H1 FY22.

After non-underlying costs, loss before tax was GBP3.5m (H1 FY22: GBP2.4m profit). Reported loss after tax was GBP2.8m (H1 FY22: GBP1.9m profit).

The effective tax rate for the first half based on underlying (loss) / profit before tax was 18.7% (H1 FY22: 21.8%).

Earnings per Share

Underlying basic earnings per share for the first half reduced to -2.12 pence (H1 FY22: +3.10 pence) and underlying diluted earnings per share reduced to -1.98 pence (H1 FY22: 2.85 pence).

Reported basic earnings per share for the first half were -2.61 pence (H1 FY22: +1.92 pence) and reported diluted earnings per share were -2.44 pence (H1 FY22: +1.77 pence).

New distribution centre and head office

During the first half, the Group took possession of the new distribution and head office site in Gloucester. This new site provides additional capacity for logistics operations and central administrative functions, and will enable efficiency improvements to be realised in the years ahead compared to the current two warehouse set-up. The fit out of the site is underway and we currently expect to occupy the site around the end of this financial year. The Group entered into a lease agreement for the new site on 22 September 2022 which, on inception, had a right of use asset value of GBP10.7m, lease liability of GBP10.7m and a lease term of 15 years.

Dividends

During the first half the Group paid the final dividend in respect of FY22 of 0.9p per share. Dividend waivers by the O'Neill family shareholders to preserve cash within the business have reduced the total dividend paid by GBP0.6m to GBP0.3m.

Due to the ongoing challenging consumer environment and the uncertainty that it creates around trading performance, the Board have concluded that no interim dividend will be paid in respect of FY23.

Cash generation and net cash / debt

The Group had a free cash inflow of GBP0.4m in the current period (H1 FY22: outflow of GBP1.2m) and ended the first half with net debt of GBP1.3m (FY22 year end: GBP1.8m net debt; H1 FY22: GBP0.9m net cash).

 
 GBPm                                      H1 FY23   H1 FY22 
 Reported profit before tax                  (3.5)       2.4 
                                          --------  -------- 
 Depreciation, amortisation, impairment 
  and profit/loss on disposal                  2.5       1.9 
                                          --------  -------- 
 Share based payments                          0.6         - 
                                          --------  -------- 
 Finance expense                               0.4       0.3 
                                          --------  -------- 
 Unrealised FX (gains)/losses                (0.2)     (0.5) 
                                          --------  -------- 
 Net working capital outflow                   3.8     (0.7) 
                                          --------  -------- 
 Tax paid                                        -     (1.5) 
                                          --------  -------- 
 Net operating cash flow                       3.8       1.9 
                                          --------  -------- 
 Net capital expenditure                     (1.1)     (1.9) 
                                          --------  -------- 
 Interest                                    (0.4)     (0.3) 
                                          --------  -------- 
 Payment of lease liabilities                (1.8)     (0.9) 
                                          --------  -------- 
 Free Cash Flow                                0.4     (1.2) 
                                          --------  -------- 
 
 Cash and Cash equivalents                     2.1       4.3 
 Borrowings                                  (3.4)     (3.4) 
                                          --------  -------- 
 Net (Debt)/ Cash                            (1.3)       0.9 
                                          --------  -------- 
 

During the first half we have made good progress in reducing our inventory position whilst still maintaining strong availability, supporting an improved net working capital position and cash inflow of GBP3.8m in the period (H1 FY22: GBP0.7m outflow). Total inventory at the end of the first half was GBP12.8m (down from GBP16.8m at the FY22 year end and down 7.8% year on year). The reduction in inventory was partly offset by increases in trade and other receivables largely relating to increased prepayments on property rates due to the ending of the government rates relief programme. We maintain a higher-than-normal VAT payable balance (GBP1.9m), as a result of the Group's application to HMRC to create a VAT Group a year ago, but we expect to make payment of this historical balance in the second half of the financial year.

Net capital expenditure of GBP1.1m in the first half primarily related to the one new store and two relocations which opened during the half. Capital expenditure on the new Distribution Centre and Head Office will largely be incurred in the second half.

We continue to manage cash flows carefully, cognisant of the capital spend planned for the second half in respect of the new distribution centre and head office, and the Group's lower profitability.

Prior Year restatement

As reported for the year ended 3 April 2022, as part of the full transition to IFRS, the Group has undertaken a comprehensive review of its historical reporting to consider the accuracy and integrity of the historical financial statements. As a result, a number of prior year adjustments to the amounts previously disclosed in the IFRS Transition within the FY22 interim results, have been identified. The adjustments are set out in note 14 to the financial statements and are consistent in approach to those identified at the FY22 year end.

Banking agreements

On 20 April 2022 the Group entered into an agreement for a committed GBP10m Revolving Credit Facility (RCF) to provide additional cash headroom to support operational and investment activities. This facility expires in April 2025 and has two one-year extension options. The terms of the facility are consistent with normal practice and include covenants in respect of leverage (net debt to be no greater than 2.0x EBITDA) and fixed charge cover (EBITDAR to be no less than 1.7x fixed charges). Both covenants are calculated on a pre-IFRS 16 basis.

As part of this agreement, the Company has retained its access to the existing GBP6.0m trade finance facility (although this is now an uncommitted facility), which is due to expire in September 2023. The terms of the facility are consistent with normal practice.

Additionally, the RCF agreement provides an accordion option, subject to the lender's approval, to extend the facility by a further GBP5m.

Capital allocation and dividend policy

The Board believes that it is important to maintain a minimum level of unrestricted liquidity headroom. The Board determines the level of headroom it deems appropriate on an annual basis, or more frequently as required. Maintaining this headroom provides a level of flexibility sufficient to fund ProCook's working capital needs as well as setting aside an appropriate operating reserve for unexpected events.

The Group's dividend policy targets an ordinary dividend pay-out ratio of 20% to 30% of profit after tax during the financial year to which the dividend relates.

The Group's full capital and dividend policy is available on our website at www.procookgroup.co.uk .

Going concern

As at 16th October 2022, the date of the interim financial statements, the Group had net debt of GBP1.3m and available liquidity of GBP14.7m including a GBP6m uncommitted trade finance facility.

As reported in the trading update on 9th December 2022, trading in the first eight weeks of the second half of the financial year was below the Board's expectations. However, due to the seasonal profile of cash generation, available liquidity has increased to GBP15.6m as at 11th December 2022.

At the time of approving these financial statements, the Board of Directors are required to consider whether the Group has sufficient resources to continue in operational existence for the foreseeable future and hence support the use of the going concern basis. In doing this, the Board has considered the forecast future cash position and profitability of the Group under a range of forecast scenarios taking into consideration the Group's principal risks and uncertainties.

The Board considers that the factors which present the greatest risk to performance over the next twelve months are:

-- Competition, market and macro-economic risks - in light of the challenging economic and consumer market conditions

-- Financial and treasury risks - impact of increased interest rates and volatile foreign exchange movements

The potential impacts of these factors are reflected in the downside scenarios below.

Base Case scenario

The Base Case for the scenario modelling reflects the Board's latest forecast outturn performance for FY23 and FY24. These forecasts assume a partial recovery from the level of revenue decline seen in the first half of the financial year, based on recent run rate trading performance applied to a historical average profile, but despite this, revenue for FY23 as a whole remains below the previous year. A recovery in FY24 is assumed given the new store opening programme and website improvements we plan to deliver, bringing sales in that year to a similar level as achieved in FY22. Prudent cost and cash management are also assumed throughout.

Under this scenario, the Group will remain within its GBP10m committed borrowing facilities and will meet relevant banking covenants (leverage and fixed charge cover).

Downside scenario

The Directors consider that the principal risks to achieving the Base Case scenario relate to the broad ranging macro conditions affecting consumer confidence and disposable income. Therefore, a downside scenario has been prepared which assumes an 8% sales underperformance compared to the Base Case in the remainder of FY23, reflecting our year to date run rate performance (including the impacts of a very hot summer, and ignoring the recent improved trend that we have delivered), and a 3% lower sales performance throughout FY24 compared to the Base Case.

Under this scenario, and before mitigating actions, the Group would remain within its GBP10m committed borrowing facilities throughout the next 12 months and remain compliant with the leverage covenant, however would breach the Fixed Charge covenant (Debt Service plus Rent / EBITDAR) at the quarterly test date at the end of the fourth quarter of FY23 only.

Severe downside scenario

This scenario reflects a further and pronounced deterioration in trading conditions during the remainder of FY23 such that sales performance reduces by 18% compared to the Base Case in the remainder of the current financial year (with LFL sales declining year on year by a further -5%pts compared to year to date performance), and by 7% in FY24. Additionally, given the uncertainty and volatility around foreign exchange rates, this scenario reflects a reduction in anticipated gross profit margins by 100bps in FY24 compared to the base case. This scenario also incorporates a further 100bps increase in the FED rate throughout FY24 for interest incurred on the Group's trade finance facility and a 100bps increase in the BOE rate throughout FY24 for interest incurred on any utilisation of the revolving credit facility.

Under this severe scenario, and before mitigating actions, the Group would remain within its GBP10m committed borrowing facilities throughout the next 12 months. However, it would breach the leverage covenant at the quarterly test dates of Q4 FY23, Q1 and Q2 FY24, and would breach the Fixed Charge covenant at the quarterly test dates of Q3 and Q4 FY23, Q1 and Q2 FY24 before recovering.

Mitigating actions

The Group has numerous mitigating actions available to improve liquidity if this were required, including (but not limited to):

   --      Seek to renegotiate banking covenants or other terms with partners for the relevant periods 
   --      Reduce discretionary expenditure (not including performance marketing) 
   --      Reduce capital expenditure 
   --      Reduce paid media marketing spend to enhance ecommerce profitability 
   --      Reduce reward arrangements (including pay rises and bonuses) 
   --      Reduce costs in operational functions to reflect the lower sales volumes 
   --      Extend payment terms with suppliers, or delay product intake or other activities 
   --      Additional promotional activity to accelerate trading performance and reduce stock levels 

Conclusion

Having considered the range of scenarios, including the main risks within them and the available mitigating actions described above, the Directors believe that there is low likelihood of the Group failing to operate within its liquidity headroom over the twelve months from the date of this report. Accordingly, the financial statements have been prepared under the going concern basis of accounting.

However, the Directors recognise that in a plausible downside or severe downside scenario, the Group is likely to breach one or more of its banking covenants, requiring it to negotiate covenant waivers or other new banking terms. The Directors note the positive and long-standing relationship the Group has with HSBC. However, there can be no certainty that covenant waivers will be granted, the Directors therefore acknowledge a material uncertainty surrounding the Group's going concern status.

Principal risks and uncertainties

The Board regularly reviews and monitors the risks and uncertainties which could have a material effect on the Group's results. A summary of the principal risks is set out below.

During the first half of the FY23 financial year we have experienced a significant and rapid worsening in the consumer and wider macro-economic landscape. Inflationary pressures post-covid (e.g. supply chain and fuel) have been compounded with the effects of the war in Ukraine, a tight labour market and further upward pressure across many day to day costs including energy and food, pushing inflation rates up to the highest levels in 40 years. Interest rates have risen accordingly, in efforts to combat inflation. The effects of political turmoil in the UK and the mini-budget caused significant short term uncertainty and foreign exchange market volatility. Consumer spending and disposable incomes have been significantly impacted, and consumer confidence remains at record lows.

In the context of this backdrop the Board have carefully considered the principal risks and whether there are any new emerging risks which ProCook faces. The Board has not identified any new or emerging risks which were not previously captured in the Group's risk register. However, it has been determined that there are five risks in which the inherent risk has increased since the FY22 financial year end, four have not changed, and one has decreased.

 
 Risk              Impact                                                         Risk vs 
                                                                                    FY22 
 Competition,      Failure to adapt to changing consumer needs and to            Increased 
  market            maintain a compelling customer offer compared to 
  and               competitors could limit or reduce profitability and 
  macroeconomic     opportunities for growth. Macroeconomic factors which 
                    reduce consumer confidence and / or disposable incomes 
                    or create additional cost pressures could impact 
                    revenue growth and profit generation. 
                  -------------------------------------------------------------  --------- 
 Strategy          Failure to design and effectively implement appropriate       No change 
  and business      strategies could slow or limit the growth of the 
  change            business, and / or impact the overall customers proposition 
                    - in turn impacting revenue growth and profit generation 
                  -------------------------------------------------------------  --------- 
 Brand and         Reputational damage due to a variety of issues such           No change 
  customer          as data loss, product quality or safety, and ethical 
                    or sustainability issues in the supply chain could 
                    negatively impact the Group. 
                  -------------------------------------------------------------  --------- 
 Climate           Changing customer needs and preferences, impacts              No change 
  change            on supply chain, increased compliance burden, and 
                    changes to product and packaging requirements could 
                    lead to lower revenues or increased costs. 
                  -------------------------------------------------------------  --------- 
 Supply chain      Delays or higher costs in the supply chain could              Decreased 
                    impact product availability and customer satisfaction, 
                    or increased costs. This could lead to lower revenues 
                    and profitability or reduced repeat rates in the 
                    future. 
                  -------------------------------------------------------------  --------- 
 IT platforms,     Failing to develop and maintain appropriate technology        No change 
  data loss         to support operations, or the loss of key platforms 
  and               or data due to cyber-attacks or other failures, could 
  cyber security    lead to reputational damage and fines and a loss 
                    of customer confidence in the Group. 
                  -------------------------------------------------------------  --------- 
 People and        Failing to attract, retain and motivate high calibre          Increased 
  culture           employees, and to maintain our unique culture could 
                    lead to operational challenges and failure to execute 
                    the Group strategy. 
                  -------------------------------------------------------------  --------- 
 Marketing         Loss of ability to attract new customers and retain           Increased 
  effectiveness     existing customers in a cost-effective way could 
                    slow growth, and lead to loss of sales and / or profits. 
                  -------------------------------------------------------------  --------- 
 Finance           Failure to manage financial matters such as liquidity,        Increased 
  and               foreign exchange, access to capital and effective 
  treasury          financial planning and reporting could impact growth 
                    and efficiency. 
                  -------------------------------------------------------------  --------- 
 Regulatory        Adverse reputational risk and potential higher costs          No change 
  compliance        incurred due to failure to comply with legal and 
                    regulatory requirements, accompanied by potential 
                    fines or other penalties, relating to a broad range 
                    of regulatory issues such as health and safety, legal 
                    and financial compliance. 
                  -------------------------------------------------------------  --------- 
 

Dan Walden

Chief Financial Officer

13 December 2022

Statement of Directors' responsibilities

The Directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and that 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 half of the year and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

- Material related-party transactions in the first half of the year and any material changes in the related-party transactions described in the last annual report.

The Directors of Company are listed in the Company's annual report for 3 April 2022. A list of current Directors is maintained on the Company's corporate website: www.procookgroup.co.uk.

For and on behalf of the Board

Dan Walden

Chief Financial Officer

13 December 2022

Consolidated Income Statement (Unaudited)

For the 28 weeks to 16 October 2022

 
                                         28 weeks ended 16 October                   28 weeks ended 17 October 
                                                    2022                                        2021 
                                                                                            Restated(1) 
                                ------------------------------------------  ------------------------------------------ 
 
   GBP'000s               Note   Underlying   Non-underlying(2)   Reported   Underlying   Non-underlying(2)   Reported 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 Revenue                  1          27,382                   -     27,382       32,038                   -     32,038 
 Cost of sales                     (10,680)                   -   (10,680)     (10,692)                   -   (10,692) 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 Gross profit                        16,702                   -     16,702       21,346                   -     21,346 
 Operating expenses                (19,113)               (655)   (19,768)     (18,104)             (1,355)   (19,459) 
 Other income                            25                   -         25          294                   -        294 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 Operating (loss) / 
  profit                            (2,386)               (655)    (3,041)        3,536             (1,355)      2,181 
 Finance expense                      (430)                (14)      (444)        (269)                   -      (269) 
 Other (losses)/gains                  (17)                   -       (17)          514                   -        514 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 (Loss) / profit 
  before 
  tax                               (2,833)               (669)    (3,502)        3,781             (1,355)      2,426 
 Tax credit/(expense)     4             524                 132        656        (683)                 181      (502) 
 (Loss) / profit for 
  the period                        (2,309)               (537)    (2,846)        3,098             (1,174)      1,924 
---------------------  -------  -----------  ------------------  ---------               ------------------  --------- 
 Total comprehensive 
  (loss) / income                   (2,309)               (537)    (2,846)        3,098             (1,174)      1,924 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 Earnings per 
  ordinary 
  share - basic           6         (2.12)p                        (2.61)p        3.10p                          1.92p 
 Earnings per 
  ordinary 
  share - diluted         6         (1.98)p                        (2.44)p        2.85p                          1.77p 
---------------------  -------  -----------  ------------------  ---------  -----------  ------------------  --------- 
 
 
                                             52 weeks ended 3 April 
                                                      2022 
                                  ------------------------------------------ 
 
   GBP'000s                 Note   Underlying   Non-underlying(2)   Reported 
-----------------------  -------  -----------  ------------------  --------- 
 Revenue                    1          69,154                   -     69,154 
 Cost of sales                       (24,111)                   -   (24,111) 
-----------------------  -------  -----------  ------------------  --------- 
 Gross profit                          45,043                   -     45,043 
 Operating expenses                  (36,277)             (9,400)   (45,677) 
 Other income                             407                   -        407 
-----------------------  -------  -----------  ------------------  --------- 
 Operating loss                         9,173             (9,400)      (227) 
 Finance expense                        (623)                   -      (623) 
 Other gains                              944                   -        944 
-----------------------  -------  -----------  ------------------  --------- 
 Profit before tax                      9,494             (9,400)         94 
 Tax expense                4         (1,900)               1,720      (180) 
 Loss for the period                    7,594             (7,680)       (86) 
-----------------------  -------  -----------  ------------------  --------- 
 Total comprehensive 
  loss                                  7,594             (7,680)       (86) 
-----------------------  -------  -----------  ------------------  --------- 
 Earnings per ordinary 
  share - basic             6           7.34p                        (0.01)p 
 Earnings per ordinary 
  share - diluted           6           6.76p                        (0.01)p 
-----------------------  -------  -----------  ------------------  --------- 
 

(1) See note 14 for further information

(2) See note 2 for further information

Consolidated Statement of Financial Position (Unaudited)

As at 16 October 2022

 
                                        As at 16 October    As at 17 October    As at 3 April 
                                                    2022                2021             2022 
 GBP'000s                       Note                             Restated(1) 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Assets 
 Non-current assets 
 Intangible assets                                   313                 155              363 
 Property, plant, and 
  equipment                                        6,551               4,810            5,801 
 Right-of-use assets             7                31,846              18,225           20,985 
 Deferred tax asset                                1,112                   -            1,175 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Total non-current 
  assets                                          39,822              23,190           28,324 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Current assets 
 Inventories                     8                12,761              13,845           16,759 
 Trade and other receivables                       3,148               1,731            1,975 
 Current tax asset                                   965                 577              271 
 Cash and cash equivalents       9                 2,116               4,287            3,782 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Total current assets                             18,990              20,440           22,787 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Total assets                                     58,812              43,630           51,111 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Liabilities 
 Current liabilities 
 Trade and other payables                          9,160               8,769            8,278 
 Lease liabilities               7                 3,287               3,167            2,844 
 Provisions                                          141                 179              173 
 Borrowings                      10                3,390               3,419            5,540 
 Total current liabilities                        15,978              15,534           16,835 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Non-current liabilities 
 Trade and other payables                            896                   -              816 
 Lease liabilities               7                30,497              17,169           19,605 
 Provisions                                          530                 435              444 
 Deferred tax liability                                -                  63                - 
 Total non-current 
  liabilities                                     31,923              17,667           20,865 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Total liabilities                                47,901              33,201           37,700 
-----------------------------  -----  ------------------  ------------------  --------------- 
 
 Net assets                                  10,911                   10,429           13,411 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Equity and reserves attributable to shareholders of ProCook Group plc 
 Share capital                                     1,090                   -            1,090 
 Share option reserve                              6,454                   -            5,801 
 Share premium                                         1                   -                1 
 Retained earnings                                 3,366              10,429            6,519 
-----------------------------  -----  ------------------  ------------------  --------------- 
 Total equity and reserves                        10,911              10,429           13,411 
-----------------------------  -----  ------------------  ------------------  --------------- 
 

(1) See note 14 for further information

The interim financial statements were approved by the Board of Directors on 13 December 2022 and were signed on its behalf by:

Dan Walden

Chief Financial Officer

13 December 2022

Consolidated Statement of cash flows (Unaudited)

For the 28 weeks to 16 October 2022

 
                                                     28 weeks       28 weeks       52 weeks 
                                                        ended          ended          ended 
 GBP'000s                                          16 October     17 October   3 April 2022 
                                                         2022           2021 
                                            Note                 Restated(1) 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Cash flows from operating activities 
 Profit before tax                                    (3,502)          2,426             94 
 Adjustments for: 
 Depreciation of property, plant, 
  and equipment                                           521            334            860 
 Amortisation of Intangible assets                         50             18             52 
 Loss on disposal of property, 
  plant, and equipment                                     38             63            135 
 Profit on disposal of leases                            (24)          (104)           (50) 
 Amortisation of right-of-use assets         7          1,916          1,599          3,056 
 Unrealised FX gains                                    (150)          (514)        (1,098) 
 Share Based Payments                                     649              -          5,837 
 Finance expense                                          444            269            623 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Decrease/(Increase) in inventories          8          3,998        (3,758)        (6,671) 
 Increase in trade and other receivables              (1,173)          (276)          (372) 
 Increase in trade and other payables                   1,016          3,118          3,881 
 Corporation tax paid                        4              -        (1,466)        (2,041) 
                                                               -------------  ------------- 
 Net cash flows from operating 
  activities                                            3,783          1,709          4,306 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Investing activities 
 Purchase of property, plant, and 
  equipment                                           (1,309)        (1,638)        (3,165) 
 Purchase of intangible assets                              -          (106)          (348) 
 Lease start-up costs                                     222          (182)          (248) 
 Net cash used in investing activities                (1,087)        (1,926)        (3,761) 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Financing activities 
 Interest                                               (139)           (24)          (156) 
 Interest paid on lease liabilities          7          (305)          (245)          (467) 
 Proceeds from borrowings                    10        11,033          3,419         28,320 
 Repayment of borrowings                     10      (13,322)        (2,803)       (25,583) 
 Principle movement on lease liabilities     7        (1,827)          (722)        (2,910) 
 Proceeds from the issue of shares                          -              -             54 
 Dividends paid                              5          (307)        (1,000)        (1,900) 
 Net cash used in financing activities                (4,867)        (1,375)        (2,642) 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Net decrease in cash and cash 
  equivalents                                         (2,171)        (1,592)        (2,097) 
-----------------------------------------  -----  -----------  -------------  ------------- 
 Cash and cash equivalents at beginning 
  of the period                                         4,287          5,879          5,879 
                                                               -------------  ------------- 
 Cash and cash equivalents at 
  end of period                              9          2,116          4,287          3,782 
-----------------------------------------  -----  -----------  -------------  ------------- 
 

(1) See note 14 for further information

Consolidated statement of changes in equity (Unaudited)

For the 28 weeks to 16 October 2022

 
                                                                            Share 
                                                    Share       Share      option     Retained      Total 
 GBP'000                                 Note     capital     premium     reserve     earnings     equity 
--------------------------------------  -----  ----------  ----------  ----------  -----------  --------- 
  As at 5 April 2021                                    -           -           -        9,505      9,505 
  Total comprehensive profit 
   for the period                                       -           -           -        1,924      1,924 
  Ordinary dividends paid                 5             -           -           -      (1,000)    (1,000) 
  As at 17 October 2021 (Restated)(1)                   -           -           -       10,429     10,429 
--------------------------------------  -----  ----------  ----------  ----------  -----------  --------- 
  Total comprehensive loss for 
   the period                                           -           -           -      (2,010)    (2,010) 
  Bonus issue                                     117,300           -           -    (117,300)          - 
  Capital reduction                             (116,300)           -           -      116,300          - 
  Share options exercised                              54           1           -            -         55 
  Issue of shares                                      36           -        (36)            -          - 
  Employee Share Based Payment 
   Awards                                               -           -       5,837            -      5,837 
  Ordinary dividends paid                 5             -           -           -        (900)      (900) 
  As at 3 April 2022                                1,090           1       5,801        6,519     13,411 
--------------------------------------  -----  ----------  ----------  ----------  -----------  --------- 
  Total comprehensive loss for 
   the period                                           -           -           -      (2,846)    (2,846) 
  Employee Share Based Payment 
   Awards                                               -           -         653            -        653 
  Ordinary dividends paid                 5             -           -           -        (307)      (307) 
  As at 16 October 2022                             1,090           1       6,454        3,366     10,911 
--------------------------------------  -----  ----------  ----------  ----------  -----------  --------- 
 

(1) See note 14 for further information

Consolidated Financial Statements Accounting Policies (Unaudited)

For the 28 weeks to 16 October 2022

General Information

The Group financial statements consolidate those of the ProCook Group plc (the 'Company') and its subsidiaries, together referred to as the 'Group'.

ProCook Group plc is a public limited company incorporated and domiciled in England and Wales under the Companies Act 2006 (Registration number: 13679248). The registered office is ProCook, Davy Way, Waterwells, Gloucester, GL2 2BY.

The principal activity of the Company together with its subsidiary undertakings throughout the period is the sale of kitchenware and related products in stores and via ecommerce platforms.

The Group's financial results and cashflows are subject to seasonal trends throughout the financial period. Typically, revenue and profit are higher in the last 24 weeks of the financial year due to the seasonal impact of increased trade in the run up to Christmas.

Basis of preparation

These condensed interim financial statements for the 28 weeks ended 16 October 2022 have been prepared in accordance with IAS 34 "Interim financial information".

The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 27 June 2020, which were prepared in accordance with IFRSs as adopted by the European Union.

The presentation of the condensed financial statements requires the Directors to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

These condensed interim financial statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006 and are not audited. Statutory accounts for the period ended 3 April 2022 were approved by the Board of Directors on 4 August 2022 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

Basis of consolidation

Group companies included in these consolidated financial statements for FY23 include ProCook Group plc and all subsidiary undertakings, which are those entities it controls. ProCook Group plc controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and can affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to ProCook Group plc until the date that control ceases. The Company assesses whether it controls an investee if facts and circumstances indicate that there are changes in the control indicators listed above.

On 26 October 2021, ProCook Group Limited acquired the entire shareholding of ProCook Limited via a share-for-share exchange, with the existing owners of ProCook Limited at that time becoming the owners of ProCook Group Limited. ProCook Group Limited was subsequently renamed to ProCook Group plc upon listing on the London Stock Exchange's Main market for listed securities on the 10 November 2021. The prior period ending 17 October 2021 comparatives are those of the former ProCook Limited Group since no substantive economic changes have occurred.

Where necessary, amounts reported by subsidiaries have been adjusted to conform with ProCook Group plc's accounting policies.

Transactions eliminated on consolidation

Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions are eliminated in preparing the financial information. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

Going concern

As at 16th October 2022, the date of the interim financial statements, the Group had net debt of GBP1.3m and available liquidity of GBP14.7m including a GBP6m uncommitted trade finance facility.

As reported in the trading update on 9th December 2022, trading in the first eight weeks of the second half of the financial year was below the Board's expectations. However, due to the seasonal profile of cash generation, available liquidity has increased to GBP15.6m as at 11th December 2022.

At the time of approving these financial statements, the Board of Directors are required to consider whether the Group has sufficient resources to continue in operational existence for the foreseeable future and hence support the use of the going concern basis. In doing this, the Board has considered the forecast future cash position and profitability of the Group under a range of forecast scenarios taking into consideration the Group's principal risks and uncertainties.

The Board considers that the factors which present the greatest risk to performance over the next twelve months are:

-- Competition, market and macro-economic risks - in light of the challenging economic and consumer market conditions

-- Financial and treasury risks - impact of increased interest rates and volatile foreign exchange movements

The potential impacts of these factors are reflected in the downside scenarios below.

Base Case scenario

The Base Case for the scenario modelling reflects the Board's latest forecast outturn performance for FY23 and FY24. These forecasts assume a partial recovery from the level of revenue decline seen in the first half of the financial year, based on recent run rate trading performance applied to a historical average profile, but despite this, revenue for FY23 as a whole remains below the previous year. A recovery in FY24 is assumed, bringing sales in that year to a similar level as achieved in FY22. Prudent cost and cash management are also assumed throughout.

Under this scenario, the Group will remain within its GBP10m committed borrowing facilities and will meet relevant banking covenants (leverage and fixed charge cover).

Downside scenario

The Directors consider that the principal risks to achieving the Base Case scenario relate to the broad ranging macro conditions affecting consumer confidence and disposable income. Therefore, a downside scenario has been prepared which assumes an 8% sales underperformance compared to the Base Case in the remainder of FY23, reflecting our year to date run rate performance (including the impacts of a very hot summer, and ignoring the recent improved trend that we have delivered), and a 3% lower sales performance throughout FY24 compared to the Base Case.

Under this scenario, and before mitigating actions, the Group would remain within its GBP10m committed borrowing facilities throughout the next 12 months and remain compliant with the leverage covenant, however would breach the Fixed Charge covenant (Debt Service plus Rent / EBITDAR) at the quarterly test date at the end of the fourth quarter of FY23 only.

Severe downside scenario

This scenario reflects a further and pronounced deterioration in trading conditions during the remainder of FY23 such that sales performance reduces by 18% compared to the Base Case in the remainder of the current financial year (with LFL sales declining year on year by a further -5%pts compared to year to date performance), and by 7% in FY24. Additionally, given the uncertainty and volatility around foreign exchange rates, this scenario reflects a reduction in anticipated gross profit margins by 100bps in FY24 compared to the base case. This scenario also incorporates a further 100bps increase in the FED rate throughout FY24 for interest incurred on the Group's trade finance facility and a 100bps increase in the BOE rate throughout FY24 for interest incurred on any utilisation of the revolving credit facility.

Under this severe scenario, and before mitigating actions, the Group would remain within its GBP10m committed borrowing facilities throughout the next 12 months. However, it would breach the leverage covenant at the quarterly test dates of Q4 FY23, Q1 and Q2 FY24, and would breach the Fixed Charge covenant at the quarterly test dates of Q3 and Q4 FY23, Q1 and Q2 FY24 before recovering.

Mitigating actions

The Group has numerous mitigating actions available to improve liquidity if this were required, including (but not limited to):

   --      Seek to renegotiate banking covenants or other terms with partners for the relevant periods 
   --      Reduce discretionary expenditure (not including performance marketing) 
   --      Reduce capital expenditure 
   --      Reduce paid media marketing spend to enhance ecommerce profitability 
   --      Reduce reward arrangements (including pay rises and bonuses) 
   --      Reduce costs in operational functions to reflect the lower sales volumes 
   --      Extend payment terms with suppliers, or delay product intake or other activities 
   --      Additional promotional activity to accelerate trading performance and reduce stock levels 

Conclusion

Having considered the range of scenarios, including the main risks within them and the available mitigating actions described above, the Directors believe that there is low likelihood of the Group failing to operate within its liquidity headroom over the twelve months from the date of this report. Accordingly, the financial statements have been prepared under the going concern basis of accounting.

However, the Directors recognise that in a plausible downside or severe downside scenario, the Group is likely to breach one or more of its banking covenants, requiring it to negotiate covenant waivers or other new banking terms. The Directors note the positive and long-standing relationship the Group has with HSBC. However, there can be no certainty that covenant waivers will be granted, the Directors therefore acknowledge a material uncertainty surrounding the Group's going concern status.

Accounting Policies

The condensed interim financial statements have been prepared under the historical cost convention, except for derivative financial instruments and share based payments which are stated at their fair value. The accounting policies adopted, as well as significant judgements and key estimates applied, are consistent with those in the annual financial statements for the year ended 3 April 2022, as described in those financial statements.

Notes to the Consolidated Financial Statements

For the 28 weeks to 16 October 2022

   1.    Revenue 

Group revenue is not reliant on any single major customer or group of customers. Management considers revenue to be derived from one business stream being the retail of kitchenware and related products and services.

Customers interact and shop with the Group across multiple touchpoints and their journey often involves more than one channel. The Chief Operating Decision-maker is the Board of Directors of ProCook Group plc. The Board reviews internal management reports on a frequent basis, and in line with internal reporting, the channel reporting below indicates where customers complete their final purchase transaction.

The majority of the Group's operations are carried out in the UK, with a smaller proportion of the Group's revenue being generated in the European Union. All revenue is from external customers.

 
                   28 weeks ended   28 weeks ended   52 weeks ended 
 GBP'000               16 October       17 October 
                             2022             2021     3 April 2022 
----------------  ---------------  ---------------  --------------- 
 United Kingdom            26,638           30,623           66,124 
 European Union               744            1,415            3,030 
---------------- 
 Total revenue             27,382           32,038           69,154 
----------------  ---------------  ---------------  --------------- 
 
   2.    Non-underlying items 

Due to the non-recurring nature of the Initial Public Offering on the London Stock Exchange by the Group in the period ended 3 April 2022 and the development of the Group's new Distribution Centre (DC) and Head Office in the period ending 16 October 2022, the business has incurred costs which relate to non-recurring events, and are material in nature, and so have been separately disclosed on the face of the Consolidated Income Statement as non-underlying items. These include non-recurring costs in respect of employee share-based IPO awards of GBP579k (17 October 2021: GBPnil) and pre-opening costs of GBP90k associated with the DC and Head Office whilst it is an asset under construction. Expenses in relation to the IPO awards are expected to continue through relevant vesting periods to FY25, albeit these costs reduce over time.

 
                                       28 weeks ended   28 weeks ended   52 weeks ended 
 GBP'000                                   16 October       17 October 
                                                 2022             2021     3 April 2022 
------------------------------------  ---------------  ---------------  --------------- 
 New DC and Head office pre-opening                90                -                - 
  costs 
 IPO associated costs                               -            1,355            2,742 
 IPO Share based awards                           579                -            6,658 
------------------------------------ 
 Total                                            669            1,355            9,400 
------------------------------------  ---------------  ---------------  --------------- 
 
   3.    Segmental reporting 

The Chief Operating Decision Maker (CODM) has been identified as the Board of Directors and segmental reporting analysis is presented based on the Group's internal reporting to the Board. At 16 October 2022, the Group had two operating segments, being Ecommerce and Retail. Central costs are reported separately to the Board but this is not considered an operating segment. Substantially all of the assets of the Group are located in the UK.

 
                               28 weeks ended   28 weeks ended   52 weeks ended 
 GBP'000                           16 October       17 October 
                                         2022             2021     3 April 2022 
----------------------------  ---------------  ---------------  --------------- 
 Revenue 
 Ecommerce                             11,431           15,144           32,332 
 Retail                                15,951           16,894           36,822 
----------------------------  ---------------  ---------------  --------------- 
 Total revenue                         27,382           32,038           69,154 
----------------------------  ---------------  ---------------  --------------- 
 Operating profit 
 Ecommerce                              1,238            3,557            8,056 
 Retail                                 1,167            4,461            9,635 
 Central costs                        (4,779)          (4,482)          (8,518) 
 Non-underlying costs                   (669)          (1,355)          (9,400) 
----------------------------  ---------------  ---------------  --------------- 
 Operating (loss) / profit            (3,041)            2,181            (227) 
 Finance costs                          (444)            (269)            (623) 
 Other (losses)/gains                    (17)              514              944 
----------------------------  ---------------  ---------------  --------------- 
 (Loss) / profit before tax           (3,502)            2,426               94 
----------------------------  ---------------  ---------------  --------------- 
 
   4.    Tax expense 

The Group's effective tax rate for the 28 weeks ended 16 October 2022 was 18.7% (28 weeks ended 17 October 2021: 21.8%; year ended 3 April 2022: 20.0%).

The standard rate of UK corporate income tax was 19% for all periods presented.

   5.    Dividends 
 
                                                        28 Weeks ended   52 weeks ended 
                                                            16 October 
 GBP'000                                                          2022    03 April 2022 
-------------------------------------  -------------  ----------------  --------------- 
 Final dividend for the period ended     - paid 1.0 
  4 April 2021                            pence                                   1,000 
 Interim dividend for the period         - paid 1.0 
  ended 3 April 2022                      pence                      -              900 
 Final dividend for the period ended     - paid 0.9 
  3 April 2022                            pence                    307                - 
-------------------------------------  -------------  ----------------  --------------- 
 

The final dividend for the period ended 3 April 2022 of 0.9p per share and the interim dividend for the period ended 3 April 2022 of 1.0p per share were declared, however waivers by certain shareholders have reduced the total dividend amounts paid by GBP(0.6)m to GBP0.3m for the final dividend for the period ended 3 April 2022 and by GBP(0.1)m to GBP0.9m for the interim dividend for the period ended 3 April 2022.

The Group has not declared an interim dividend in respect of the current half year period.

   6.    Earnings per share 

Basic earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Parent by the weighted average number of ordinary shares in issue.

Diluted earnings per share is calculated by dividing the profit for the period attributable to equity holders of the Parent by the weighted average number of ordinary shares in issue during the period plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.

 
                                          28 weeks ended   28 weeks ended   52 weeks ended 
                                              16 October       17 October 
                                                    2022             2021     3 April 2022 
---------------------------------------  ---------------  ---------------  --------------- 
 Weighted average number of shares           108,956,624      100,000,000      103,509,034 
 Impact of share options                       7,796,576        8,580,000        8,774,159 
 Number of shares for diluted earnings 
  per share                                  116,753,200      108,580,000      112,283,193 
---------------------------------------  ---------------  ---------------  --------------- 
 
 
                                           28 weeks ended                        52 weeks ended 
                             16 October 2022           17 October 2021            3 April 2022 
 GBP'000                  Underlying    Reported    Underlying    Reported   Underlying    Reported 
-----------------------  -----------  ----------  ------------  ----------  -----------  ---------- 
 (Loss)/Profit for the 
  period                     (2,309)     (2,846)         3,098       1,924        7,594        (86) 
-----------------------  -----------  ----------  ------------  ----------  -----------  ---------- 
 Earnings per ordinary 
  share - basic              (2.12)p     (2.61)p         3.10p       1.92p        7.34p     (0.01)p 
 Earnings per ordinary 
  share - diluted            (1.98)p     (2.44)p         2.85p       1.77p        6.76p     (0.01)p 
-----------------------  -----------  ----------  ------------  ----------  -----------  ---------- 
 
   7.    Leased assets 

The Group leases a number of assets, with all lease payments fixed over the lease term. Where there are leasehold properties which hold a variable element to lease payments made these are not capitalised as part of the right of use asset. All expected future non-variable cash out flows are reflected within the measurement of the lease liabilities at each period end.

 
                            As at 16 October   As at 17 October   As at 3 April 
                                        2022               2021            2022 
-------------------------  -----------------  -----------------  -------------- 
 Number of active leases                  75                 63              71 
-------------------------  -----------------  -----------------  -------------- 
 

Right of use assets

 
                          Leasehold                       Plant and 
   GBP'000                 Property     Motor Vehicles    Equipment     Total 
-----------------------  ----------  -----------------  -----------  -------- 
 Cost 
 At 4 April 2022             26,225                236           68    26,529 
 Additions                   13,218                  -            -    13,218 
 Re-measurement(2)               30                  -            -        30 
 Disposals                  (1,042)                  -         (16)   (1,058) 
-----------------------  ----------  -----------------  -----------  -------- 
 At 16 October 2022          38,431                236           52    38,719 
-----------------------  ----------  -----------------  -----------  -------- 
 Amortisation 
 At 4 April 2022              5,430                 87           27     5,544 
 Charge for the period        1,870                 38            8     1,916 
 Disposals                    (571)                  -         (16)     (587) 
-----------------------  ----------  -----------------  -----------  -------- 
 At 16 October 2022           6,729                125           19     6,873 
-----------------------  ----------  -----------------  -----------  -------- 
 Net book value 
 At 4 April 2022             20,795                149           41    20,985 
 At 16 October 2022          31,702                111           33    31,846 
-----------------------  ----------  -----------------  -----------  -------- 
 

Lease liabilities

 
                       Leasehold                       Plant and 
   GBP'000              Property     Motor Vehicles    Equipment     Total 
--------------------  ----------  -----------------  -----------  -------- 
 At 3 April 2022          22,269                141           39    22,449 
 Additions(1)             13,323                  -            -    13,323 
 Re-measurement(2)            30                  -            -        30 
 Interest expense            303                  2            -       305 
 Lease payments          (1,782)               (38)          (7)   (1,827) 
 Disposals                 (496)                  -            -     (496) 
                      ----------  -----------------  -----------  -------- 
 At 16 October 2022       33,647                105           32    33,784 
--------------------  ----------  -----------------  -----------  -------- 
 

(1) Additions include our new distribution centre and head office. The lease was entered into on the 22 September 2022 and on inception had a right of use asset value of GBP10.7m, lease liability of GBP10.7m and a lease term of 15 years.

(2) Remeasurements have arisen where store lease rental terms and/ or lease expiry dates have been amended.

   8.    Inventories 
 
                             As at 16 October   As at 17   As at 3 
                                                 October     April 
 GBP'000                                 2022       2021      2022 
--------------------------  -----------------  ---------  -------- 
 Finished goods and goods 
  for resale                           12,761     13,845    16,759 
--------------------------  -----------------  ---------  -------- 
 

The cost of inventories recognised as an expense in the period to 16 October 2022 amounted to GBP10,680k (17 October 2021: 10,692k).

   9.    Cash and cash equivalents 

For the purposes of the statement of cash flows, cash and cash equivalents include cash on hand and in banks and investments in money market instruments. Cash and cash equivalents at the end of the financial year as shown in the statement of cash flows can be reconciled to the related items in the statement of financial position as follows:

 
                              As at 16 October   As at 17   As at 3 
                                                  October     April 
 GBP'000                                  2022       2021      2022 
---------------------------  -----------------  ---------  -------- 
 Cash at bank available on 
  demand                                 1,426      3,243     3,058 
 Cash in transit                           690      1,044       724 
---------------------------  ----------------- 
 Total                                   2,116      4,287     3,782 
---------------------------  -----------------  ---------  -------- 
 

10. Borrowings

 
                     As at 16 October   As at 17   As at 3 
                                         October     April 
 GBP'000                         2022       2021      2022 
------------------  -----------------  ---------  -------- 
 Current 
 Bank loans                     3,390      3,419     5,540 
------------------  -----------------  ---------  -------- 
 Total borrowings               3,390      3,419     5,540 
------------------  -----------------  ---------  -------- 
 
 

Bank loans comprise solely of an uncommitted trade finance facility and a revolving credit facility (RCF). As at 16 October 2022, the trade finance facility limit was GBP6.0m, whilst the RCF's limit was GBP10m. The following amounts had been drawn down and were outstanding at 16 October 2022: GBP3.4m (3 April 2022: GBP5.5m).

11. Derivatives

The Group's local currency is pounds sterling however due to international purchases in foreign currencies, the Group seeks to reduce its foreign exchange risk by entering into forward contracts and other derivatives. At 16 October 2022, the outstanding contracts all mature within 8 months of the period end. At the balance sheet date, Group was committed to buy $29,532,917.

All derivative contracts are measured at fair value, and are determined using valuation techniques that utilise observable inputs. The derivatives held on the balance sheet as at 16 October 2022 are recognised under level 2 of the fair value hierarchy . The key inputs used in valuing the derivatives are the forward exchange rates. There were no designated hedges in place during the current or proceeding financial year.

The fair value of derivative financial assets, included within Trade and other receivables, are as follows:

 
                As at 16 October   As at 3 April 
 GBP'000                    2022            2022 
-------------  -----------------  -------------- 
 Derivatives                 298             148 
-------------  -----------------  -------------- 
 Total                       298             148 
-------------  -----------------  -------------- 
 

12. Financial Instruments

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. To minimise the risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as disclosed in the notes to the financial information.

Interest rate risk

As at 16 October 2022 the Group's only current borrowings are the trade finance facility at a floating interest rate linked to the Bank of England base rate. This is variable on the amount drawn down and there is no fixed settlement date, therefore the interest rate risk exposure for the Group is minimal. The Group's policy aims to manage the interest cost of the Group within the constraints of its financial borrowings.

Foreign exchange risk

Foreign exchange risk arises when the Group enter transactions in a currency other than their functional currency. The Group's policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already denominated in that currency.

The Group will make purchases of large inventory orders from overseas, and the Group will use additional means to cover its exposure to the foreign exchange movement. The Group will use various financial derivatives such as forward exchange contracts, to mitigate any predicted movement in foreign currency to restrict losses and to ascertain control of expected cash out flows. All the Group's foreign exchange contracts are designated to settle the corresponding liability.

Liquidity risk

The Group seeks to maintain sufficient cash balances. The Board reviews cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

13. Related Parties

Transactions with Quella Bicycle Limited, a related party by virtue of one of the Group's Directors (Daniel O'Neill) holding a financial interest, related to the renting of warehouse space from ProCook Limited. During the period, Quella Bicycle Limited were charged GBP9k for the warehouse rental (3 April 2022: GBP16k). No payments were received from Quella during the period ended 16 October 2022 (3 April 2022: GBP19k). The amount receivable at 16 October 2022 was GBP9k (3 April 2022: GBP7k).

Included in other payables at the period ended 16 October 2022 was GBP19k (3 April 2022: GBP19k) owed to a Director (Daniel O'Neill) in respect of remaining dividends payable. The balance is non-interest bearing. Amounts paid by ProCook Group plc to the Director in respect of this balance were GBPNil during the period ended 16 October 2022 (3 April 2022: GBP77k).

Transactions with Life's a Beach Limited, a related party by virtue of one of the Group's Directors (Daniel O'Neill) being a trustee, related to charitable donations based on ProCook revenue in respect of relevant products and other associated transactions. During the period, ProCook revenue resulted in GBP6k of donations payable to Life's a Beach (3 April 2022: GBP20k). During the period ended 16 October 2022, ProCook made payments to Life's a Beach of GBP7k (3 April 2022: GBP62k). The amount payable at 16 October 2022 was GBP6k (3 April 2022: GBP7k).

14. Transition to IFRS and other adjustments

As reported for the year ended 3 April 2022, as part of the full transition to IFRS, the Group has undertaken a comprehensive review of its historical reporting to consider the accuracy and integrity of the historical financial statements. As a result, a number of prior year adjustments to the amounts previously disclosed in the IFRS Transition within the FY22 interim results, have been identified. The adjustments are set out below and are consistent in approach to those identified at the FY22 year end.

Adjustment 1

The accuracy of the adoption of IFRS 16 has been reviewed which identified errors in the valuation of several leases and lease modifications. Items previously classified as Property, Plant and Equipment have also been appropriately reclassified into the Right of use asset. The adjustments to reflect this are:

   i.    PPE decreased by GBP(302)k in the period ended 17 October 2021. 
   ii.    Right of use assets of GBP1,381k were recognised in the period ended 17 October 2021. 
   iii.   Trade and other receivables decreased by GBP(414)k in the period ended 17 October 2021. 
   iv.   Trade and other payables decreased by GBP(898)k in the period ended 17 October 2021. 

v. Current lease liabilities increased by GBP495k in the period ended 17 October 2021. Non-current lease liabilities increased by GBP1,468k in the period ended 17 October 2021.

   vi.   Operating expenses decreased by GBP(78)k in the period ended 17 October 2021. 

vii. Finance expenses increased by GBP19k in the period ended 17 October 2021.

viii. Retained earnings decreased by GBP(400)k in the period ended 17 October 2021.

Adjustment 2

Upon adoption of IFRS 15 for the first time, the Group considered the customer's right to return products for refunds as this is not explicitly set out under UK GAAP. The adjustment to previous periods for the right to return is made consistently. The adjustments to reflect this are:

   i.      Inventory increased by GBP11k in the period ended 17 October 2021. 
   ii.     Current provisions increased by GBP38k in the period ended 17 October 2021 . 
   iii.    Reduce revenue by GBP(38k) in the period to 17 October 2021. 
   iv.    Reduce cost of sales by GBP(11k) in the period to 17 October 2021. 
   v.     Retained earnings reduced by GBP(27k) in the period ended 17 October 2021. 

Adjustment 3

Under IAS 8 a restatement of prior periods is required to appropriately recognise provisions for dilapidations in the prior period where they were previously omitted. The adjustments to reflect this are:

   i.      ROU asset of GBP280k was recognised in the period ended 17 October 2021. 

ii. Current provisions increased by GBP19k in the period ended 17 October 2021. Non-current provisions increased by GBP435k in the period ended 17 October 2021.

   iii.    Increased operating expenses by GBP39k in the period ended 17 October 2021. 
   iv.    Increased finance expenses by GBP7k in the period ended 17 October 2021 . 
   v.     Retained earnings reduced by GBP(174k) in the period ended 17 October 2021. 

Adjustment 4

A further restatement in respect of inventory is required as the Group did not historically include directly attributable transport and labour costs in relation to bringing inventory into its present location. Such labour and transport costs were also previously recognised within operating expenses - this adjustment correctly allocates them to cost of sales. The adjustments to reflect this are:

   i.      Increase in inventories of GBP289k in the period ended 17 October 2021. 
   ii.     Increase cost of sales by GBP370k in the period ended 17 October 2021. 

iii. A corresponding decrease in operating expenses of GBP(569k) in the period ended 17 October 2021.

   iv.    Retained earnings increased by GBP289k in the period ended 17 October 2021. 

Adjustment 5

A reclassification was required to recognise the warranty provision as current as opposed to non-current. The adjustments to reflect this are:

   i.      Increase current provisions by GBP160k in the period ended 17 October 2021. 
   ii.     Decrease non-current provisions by GBP(160k) in the period ended 17 October 2021. 

Restated Consolidated Income Statement (Unaudited)

For the 28 weeks to 17 October 2021

 
                                   28 weeks ended 17 October 2021 
 GBP'000                  Reported    Adj    Adj    Adj     Adj   Restated 
                                        1      2      3       4 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 Revenue                    32,076      -   (38)      -       -     32,038 
 Cost of sales            (10,333)      -     11      -   (370)   (10,692) 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 Gross profit               21,743      -   (27)      -   (370)     21,346 
 Operating expenses       (20,067)     78      -   (39)     569   (19,459) 
 Other income                  294      -      -      -       -        294 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 Operating Profit            1,970     78   (27)   (39)     199      2,181 
 Finance expense             (243)   (19)      -    (7)       -      (269) 
 Other gains/(losses)          514      -      -      -       -        514 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 Profit before tax           2,241     59   (27)   (46)     199      2,426 
 Tax expense                 (502)      -      -      -       -      (502) 
 Profit for the period       1,739     59   (27)   (46)     199      1,924 
-----------------------  ---------         -----  -----          --------- 
 Total comprehensive 
  income                     1,739     59   (27)   (46)     199      1,924 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 Earnings per ordinary 
  share - basic              1.74p                                   1.92p 
 Earnings per ordinary 
  share - diluted            1.60p                                   1.77p 
-----------------------  ---------  -----  -----  -----  ------  --------- 
 

Restated Consolidated Statement of Financial Position (Unaudited)

As at 17 October 2021

 
                                                    As at 17 October 2021 
                                               Adj    Adj     Adj    Adj     Adj 
 GBP'000s                         Reported       1      2       3      4       5   Restated 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Assets 
 Non-current assets 
 Intangible assets                     155       -      -       -      -       -        155 
 Property, plant, and 
  equipment                          5,112   (302)      -       -      -       -      4,810 
 Right-of-use assets                16,564   1,381      -     280      -       -     18,225 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total non-current assets           21,831   1,079      -     280      -       -     23,190 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Current assets 
 Inventories                        13,545       -     11       -    289       -     13,845 
 Trade and other receivables         2,145   (414)      -       -      -       -      1,731 
 Current tax asset                     577       -      -       -      -       -        577 
 Cash and cash equivalents           4,287       -      -       -      -       -      4,287 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total current assets               20,554   (414)     11       -    289       -     20,440 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total assets                       42,385     665     11     280    289       -     43,630 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Liabilities 
 Current liabilities 
 Trade and other payables            9,629   (898)     38       -      -       -      8,769 
 Lease liabilities                   2,672     495      -       -      -       -      3,167 
 Provisions                              -       -      -      19      -     160        179 
 Borrowings                          3,419       -      -       -      -       -      3,419 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total current liabilities          15,720   (403)     38      19      -     160     15,534 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Non-current liabilities 
 Lease liabilities                  15,701   1,468      -       -      -       -     17,169 
 Provisions                            160       -      -     435      -   (160)        435 
 Deferred tax liability                 63       -      -       -      -       -         63 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total non-current liabilities      15,924   1,468      -     435      -   (160)     17,667 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Total liabilities                  31,644   1,065     38     454      -       -     33,201 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 
 Net assets                         10,741   (400)   (27)   (174)    289       -     10,429 
-------------------------------  ---------  ------  -----  ------  -----  ------  --------- 
 Equity and reserves attributable to shareholders of ProCook 
  Group plc 
 Share capital                           -       -      -       -      -       -          - 
 Share option reserve                    -       -      -       -      -       -          - 
 Share premium                           -       -      -       -      -       -          - 
 Retained earnings                  10,741   (400)   (27)   (174)    289       -     10,429 
 Total equity and reserves          10,741   (400)   (26)   (174)    289       -     10,429 
-------------------------------  ---------          -----  ------  -----          --------- 
 

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END

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December 14, 2022 02:00 ET (07:00 GMT)

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