Genuit Group plc
Audited results for the year
ended 31 December 2023
Strong strategic progress despite
a challenging market backdrop
Genuit Group plc ("Genuit", the
"Company" or the "Group"), the UK's largest provider of sustainable
water, climate and ventilation solutions for the built environment,
today announces its audited results for the year ended 31 December
2023.
Financial Results
Statutory Measures
|
2023
|
2022
|
Change %
|
Revenue (£m)
|
586.5
|
622.2
|
(5.7)
|
Operating profit (£m)
|
62.0
|
53.4
|
16.1
|
Profit before tax (£m)
|
48.4
|
45.4
|
6.6
|
Earnings per share (basic -
pence)
|
15.5
|
14.7
|
5.4
|
Cash generated from operations
(£m)
|
109.7
|
93.9
|
16.8
|
Dividend per share
(pence)
|
12.4
|
12.3
|
0.8
|
|
|
|
|
Alternative Performance
Measures1
|
2023
|
2022
|
Change %
|
Underlying operating profit
(£m)
|
94.1
|
98.2
|
(4.2)
|
Underlying operations
cash conversion (%)
|
87.7
|
57.4
|
3030
bps
|
Underlying operating margin
(%)
|
16.0
|
15.8
|
20
bps
|
Underlying profit before
tax (£m)
|
80.5
|
90.6
|
(11.1)
|
Underlying earnings per share
(basic - pence)
|
25.2
|
30.8
|
(18.2)
|
Leverage (times pro-forma EBITDA) 2
|
1.1
|
1.2
|
-
|
1 Alternative
performance measures (APMs) are used by the Group to assess the
underlying performance of the business. A definition of all the
APMs is set out in note 1 on page 23.
2.Pro-forma EBITDA is
reconciled in note 13 on page 35.
Joe Vorih, Chief Executive Officer, said:
"2023 was a year of significant
strategic progress for the Genuit Group in the context of a
challenging market backdrop. The actions we have taken to simplify
the business and deploy the Genuit Business System have enabled us
to deliver an improved profit margin and strong cash conversion,
despite the headwinds. Based on our strengthened balance sheet and
confidence in our medium-term strategy, we are pleased to be
increasing our full year dividend. These results are a credit to
the whole Genuit team, and I'd like to thank all my colleagues for
their contribution.
We have started 2024 in line with
our expectations, in the context of continuing market headwinds.
Our ongoing operational and commercial progress put us in a strong
position to benefit from eventual market normalisation and, looking
further ahead, we remain confident in our ability to capitalise on
the structural, sustainability-linked growth drivers of our
markets."
Financial Highlights
· Underlying operating margin up 20 basis points to 16.0%,
despite a full year market-driven revenue reduction of 5.7%,
demonstrating continued progress towards the Group's medium-term
operating margin target of >20%.
· A
full year volume reduction of 12.4% was partially offset by new
product launches, balanced price and cost management and business
simplification projects, resulting in a 4.2% year-on-year reduction
in underlying operating profit.
· £15m
of annualised cost savings underpinned across 2022 and 2023,
partially offsetting inflationary headwinds and market-driven
volume softness.
· Reported operating profit of £62.0m (2022: £53.4m) increased
16.1% year-on-year. On an underlying basis, operating profit was
£94.1m (2022: £98.2m).
· Strong underlying operating cash generation of £82.5m (87.7%
cash conversion), with net debt reduced from 1.2 times to 1.1 times
underlying pro-forma EBITDA, in line with expectations.
· Underlying EPS decreased to 25.2p, predominantly as a result
of increased tax and interest costs.
· New
progressive dividend policy: total dividend per share for the year
of 12.4p (2022: 12.3p), reflecting strength of the balance sheet
and confidence in execution of strategy.
Strategic and operational
highlights:
Growth - Focusing on higher- growth, sustainability-driven
markets, via organic growth and disciplined M&A
opportunities.
o Sustainable Building Solutions (SBS) revenue declined by
14.1%, while underlying operating profit margin improved, driven by
business simplification projects.
§ Launched PolyPlumb Enhanced plastic plumbing range following
multi million-pound investment programme. This is a key part of
growing our market share in the RMI segment and features patented
installation benefits.
o Water Management Solutions (WMS) revenue declined 1.2%, but
with a stronger second half performance and business simplification
projects driving an improvement in operating profit
margin.
§ Launched SubTerra CT driving growth in fibre network
rollout.
§ Continued growth in Permavoid, with UK showing significant
uptake in green urbanisation solutions, addressing the twin issues
of stormwater water attenuation and providing better urban
spaces.
o Climate Management Solutions (CMS) revenue grew 4.6% with
strong residential ventilation growth offsetting continued weakness
in the boiler market. Underlying operating margin was lower on a
full year basis but has improved in H2 versus H1.
§ Launched Nu-Deck underfloor heating range targeting the RMI
segment to promote UFH and heat pump adoption outside of new
build.
§ Drove
further growth and specifications for MVHR with integral cooling
module, addressing the need for combining low carbon heating and
cooling, along with providing fresh healthy air.
o Across the Group international revenue increased by 9.8%,
representing 11.5% of revenue in the year (2022: 9.9%).
Sustainability - Continually improving the sustainability of
our operation to be the lowest-carbon choice for our
customers.
· Progress on SBT's and Pathway to Net-Zero by 2050. Absolute
carbon reduced by 33% vs prior year.
· Scopes 1 & 2 Carbon intensity remained consistent despite
challenge of lower volumes.
· Recyclate use c. 50% with projects to further increase in
2024.
· Retained The 5% Club silver status with pathway to
gold.
Genuit Business System - Creating value through lean
transformation and operational excellence.
· Undertook 'lean lighthouse' projects across Adey and Polypipe
Building Products and commenced a further project in Horncastle in
2024 to drive efficiencies.
· Lean
tools and Kaizen methodologies being deployed on a multi-year basis
across the Group to drive continuous improvement.
· Over
10% of Genuit employees have participated in lean Kaizen events or
training so far, empowering and inspiring our workforce as we
progress on our lean journey.
People and Culture - Creating value and enabling growth
through the capability, expertise and development of our
employees.
· Established the Genuit Leadership Team (top c.70) with
increasingly cross-functional working practices and launched the
Genuit Leadership programme.
· DE&I training rolled out for all Leaders and diversity of
leadership team improving, with female representation now at
29%.
· Genuit Group became a strategic partner of Construction
Industry Coalition.
Outlook
· Trading for 2024 has started in line with our expectations,
despite continued market uncertainty.
· Current softness in UK construction expected to continue but
will vary by end market.
o New housebuilding volumes continue to be
challenging.
o Uncertainty in RMI and commercial sectors remains.
o Pent-up demand for boiler replacements continues to
grow.
o Penetration of ventilation and stormwater attenuation
continues to increase.
· Given the strategic and operational progress made in 2023,
the Group is in a strong position to navigate the near-term market
headwinds and benefit from eventual market
normalisation.
· The
Group remains confident in the medium-term growth drivers including
demand generated by addressing the structural UK housing shortage,
as well as regulatory changes and increasing customer demand for
sustainability-linked solutions in both water and climate
management.
Enquiries:
Joe Vorih, Chief
Executive Officer
Tim Pullen, Chief
Financial Officer
+44 (0)
1138 315315
Headland Consultancy:
Andy Rivett-Carnac
|
Telephone:
020 3805 4822
Email:
genuit@headlandconsultancy.com
|
Matt Denham
|
Chloe Francklin
|
|
A copy of this report will be
available on our website www.genuitgroup.com
today from 0700hrs (BST).
A live
webcast of the Final Results presentation, hosted by Joe Vorih,
Chief Executive Officer, and Tim Pullen, Chief Financial Officer,
will be broadcast at 0830 on Tuesday 12 March 2024.
To access the live presentation on that date,
participants will be required to register in advance using the
following webcast link:
https://www.investis-live.com/genuit-group/65cde81a6195a5120007ae1a/hser
We recommend you register by
0815hrs (GMT). The webcast will be recorded, and a replay will be
available shortly after the webcast ends via the same link
above. A recording of the presentation and
a copy of the slides will be available following the event on the
Company's website at
Results, Reports & Presentations - Genuit Group
plc
Notes to Editors:
About Genuit Group plc
Genuit Group plc is the UK's largest
provider of sustainable water, climate and ventilation products for
the built environment. Genuit's solutions allow customers to
mitigate and adapt to the effects of climate change and meet
evolving sustainability regulations and targets.
The Group is divided into three
Business Units, each of which addresses specific challenges in the
built environment:
· Sustainable Building
Solutions - Providing a range of
construction solutions to reduce the carbon content of the built
environment.
· Water Management
Solutions - Driving climate
adaptation and resilience through integrated surface and drainage
solutions.
· Climate Management
Solutions - Addressing the drivers
for low carbon heating and cooling, and clean and healthy air
ventilation.
Across these divisions, Genuit's
brands are some of the most well-established and innovative in the
industry, including Polypipe, Nuaire and Adey.
The Group primarily serves the UK
and European building and construction markets with a presence in
Italy and the Netherlands and sells to specific niches in the rest
of the world.
Group Results
Group revenue for the year ended
31 December 2023 was £586.5m (2022: £622.2m), declining 5.7%
despite an overall volume reduction of 12.4% year-on-year, in the
context of market headwinds. UK revenue declined 7.4% but
international revenue increased by 9.8%, representing 11.5% of
revenue in the year (2022: 9.9%).
Underlying operating profit was
£94.1m (2022: £98.2m), a decrease of 4.2% with a volume reduction
offset by new product launches, balanced price and cost management
and business simplification projects. As a result, the Group
underlying operating margin increased by 20 basis points to 16.0%
(2022: 15.8%), demonstrating progress towards medium-term margin
targets despite the prevailing market softness.
The Group successfully completed
several business simplification projects in 2022 and 2023,
including a number of site closures and a centralised approach to
procurement. The Group also started the multi-year deployment of
the Genuit Business System (GBS) which focuses on continuous
improvement. These activities have successfully underpinned £15m of
annualised cost savings without any reduction in capacity to ensure
strong operating gearing as volumes normalise.
Profit before tax was £48.4m
(2022: £45.4m), an increase of 6.6%. The Group continued to invest
in product development and innovation throughout the year. In 2023,
operating profit benefitted from £1.5m of HMRC approved Research
and Development expenditure credit, relating to the year ended 31
December 2023.
Non-underlying items decreased to
£32.1m (2022: £45.2m) before tax. These were driven by non-cash
amortisation of £14.8m (2022: £15.2m) and total impairment
charges of £2.5m (2022: £14.8m) respectively. The Group incurred
one off costs of restructuring of £15.3m (2022: £9.3m) related to
the business simplification projects that have underpinned the £15m
of annualised savings.
Underlying finance costs increased
to £13.6m (2022: £7.6m) due to significantly higher Standard
Overnight Index Average (SONIA) interest rates partially offset by
lower level of RCF borrowings. Interest cover was 8.2x for the year
(2022: 16.0x).
Interest was payable on the RCF at
SONIA (2022: SONIA) plus an interest rate margin ranging
from 0.90% to 2.75%. The interest rate margin at 31 December
2023 was 1.65% (2022: 1.60%). The Group has commenced an interest
rate hedging strategy in 2024 to provide increased certainty and
manage interest rate risk.
The underlying tax charge in 2023
was £17.9m (2022: £14.1m) representing an effective tax rate
of 22.2% (2022: 15.6%). This was below the composite UK
standard tax rate of 23.5% (2022: 19.0%).
Underlying profit after tax was
lower than the prior year at £62.6m (2022: £76.5m) due to the
increase in finance costs and higher tax rate. Underlying basic
earnings per share was 25.2 pence (2022: 30.8 pence).
Including non-underlying items,
profit after tax was £38.5m (2022: £36.5m), and basic earnings per
share was 15.5 pence (2022: 14.7 pence).
The final dividend of 8.3 pence
(2022: 8.2 pence) per share is being recommended for payment on 5
June 2024 to shareholders on the register at the close of business
on 3 May 2024. The ex-dividend date will be 2 May 2024. The Group
is announcing a progressive dividend policy and an increase in the
full-year dividend of 12.4p per share, despite challenging
near-term trading conditions and changes to interest and tax costs.
This reflects the Group's strong balance sheet and confidence in
its medium-term strategy.
Revenue and operating profit and margin
|
2023
£m
|
2022
£m
|
Change
%
|
Revenue
|
586.5
|
622.2
|
(5.7)
|
Underlying operating
profit
|
94.1
|
98.2
|
(4.2)
|
Underlying operating
margin
|
16.0%
|
15.8%
|
20
bps
|
Revenue by geographic destination
|
2023
£m
|
2022
£m
|
Change
%
|
UK
|
519.1
|
560.8
|
(7.4)
|
Europe
|
33.4
|
32.4
|
3.1
|
Rest of World
|
34.0
|
29.0
|
17.2
|
Group
|
586.5
|
622.2
|
(5.7)
|
Chief Executive Officer
Review
Our Results: Progress toward our mid-term
targets
My second year as CEO of Genuit
has been one of significant strategic progress for the Group,
despite a backdrop of continued external challenges. Our
performance was resilient in the face of ongoing softness in the UK
construction market, with successful product launches, balanced
price and cost management, ongoing business simplification and
growth in our international revenues helping to offset this volume
decline.
Importantly, our leadership team
has remained fully focused on executing our Sustainable Solutions
for Growth strategy, the benefits of which are already flowing
through. All this has only been possible thanks to the great work
of our incredible team across the entire Genuit Group.
Our business simplification
programme over 2022 and 2023 has been highly successful, and we
have announced £15m of annualised savings from a range of self-help
measures that leave the Group more streamlined, efficient and
better placed for profitable growth. This has included the site
consolidation programme across six sites that we are in the final
phases of completing, with no reduction to our productive capacity.
The deployment of the Genuit Business System on a multi-year basis
has also begun to bear fruit as we begin to implement lean
processes throughout the Group in order to drive a culture of
continuous improvement.
These strategic decisions have
served to improve our annual underlying profit margin from 15.8% to
16.0% despite the market-driven decline in revenues of 5.7%.
Underlying operating cash conversion has also been strong at 87.7%,
approaching our 90% mid term target, strengthening our financial
position and allowing us to de-leverage the balance sheet while
continuing to invest in growth.
With the Group on a firm financial
footing and with high confidence in our strategic direction, we are
pleased to be able to propose an increase in our full-year dividend
to 12.4p and formally introduce a progressive dividend
policy.
Our Customers: Challenging market conditions
remain
Genuit today is focused on
sustainability-driven growth, helping our customers respond to
climate adaptation and mitigation challenges. We continue to focus
on segments that benefit from mid-term regulation and a
customer-driven need for climate solutions - the electrification of
our houses and workplaces to reduce carbon, better cooling and
ventilation as the climate warms, more effective rainwater
collection and reuse, and attenuation of flooding and storm runoff
now more prevalent than ever. We provide these solutions into a
range of end markets - new house building and RMI, commercial and
multi-story residential construction, infrastructure including
storm water management projects within road and rail - and we are
growing in many of these sectors internationally.
The structural UK housing shortage
continues and must be addressed, so that despite the recent
weakness, mid-term growth in this sector should be robust as the UK
seeks to build the houses needed. 2023 saw a decline in site
openings and starts, with higher interest rates affecting
mortgages, cost of living concerns continuing and planning
constraints still affecting housebuilders. We are expecting these
low levels to continue into 2024 but expect pent-up demand to drive
stronger growth in time.
There were some important
segmental trends in residential construction. Notably, our Nuaire
ventilation business saw organic growth in 2023 driven by increased
penetration of new ventilation solutions - most notably to control
damp and mould in social housing. Our Nu-Heat business saw a
decline in renewable energy conversion projects as affordability
was a concern for consumers, though project interest has increased
since the government announced the increase of the Boiler Upgrade
Scheme from £5,000 to £7,500 - certainly a positive development. On
the other hand, the gas boiler market remained below normal levels,
as the supply chain constraints of 2022 were replaced with
decreased demand as consumers put off boiler replacements, keeping
existing systems running. Historically, this has created pent-up
demand for replacement of boilers as they age, demand that may
return quickly when confidence returns.
While the UK still represents
nearly 90% of Group sales, our geographic expansion activity
continues as the demand for water management and building drainage
solutions in the Middle East continues to develop, and we
introduced new network infrastructure products - including for the
North American market.
Despite the short-term headwinds
that continue in 2024, we do see positive developments. The Future
Homes Standard is expected to drive a significantly increased
uptake of air-sourced heat pumps (ASHP's) and underfloor heating,
more heat recovery in ventilation, and a continued focus on energy
efficiency and lower carbon products. Again, last year, we saw
hotter summers and more pronounced storms and flooding -
challenging construction in the short term but reaffirming
confidence in the need for our water management and green
urbanisation solutions. In addition, lower carbon content (such as
with the higher recycled-content plastic products we provide) is
quickly moving up the agenda for our customers, in line with their
own carbon commitments or driven by local initiatives such as the
London Plan. On balance, while the short-term outlook is unsettled,
there has never been a better time to be focused on creating
sustainable living.
Our Strategy: Sustainable
Solutions for Growth
Our Sustainable Solutions for
Growth strategy is built around four key pillars:
· Growth - Focus on higher-growth,
sustainability-driven markets, via organic growth and disciplined
M&A opportunities
· Sustainability - Continually improve
the sustainability of our operations to be the lowest-carbon choice
for our customers
· Genuit Business System - Create
value through lean transformation and operational
excellence
· People and Culture - Create value
and enable growth through the capability, expertise and development
of our employees
I am pleased with the progress
that we have made against each of these commitments in 2023, which
has seen us drive improvements throughout the business and
strengthen our position going into 2024.
Growth
By focusing on
sustainability-driven markets in the built environment, we see
significant opportunities to outperform the broader construction
market. The necessity of adapting to climate change, regulatory
changes and shifting customer preferences create a series of
structural tailwinds that will enable us to achieve organic growth
and open the possibility for disciplined M&A
opportunities.
Despite the softness in the UK
construction sector in 2023 and the overall decline in volumes, I'm
pleased to say that this approach helped to secure revenue
opportunities across all three of our divisions.
Sustainability-driven structural growth drivers including the need
for greater ventilation in social housing and stormwater
attenuation have served to drive demand for our
solutions.
The launch of exciting new product
lines, including PolyPlumb Enhanced in Sustainable Building
Solutions (SBS), Nu-Deck and MVHR with cooling in Climate
Management Solutions (CMS) and SubTerra CT in Water Management
Solutions (WMS), demonstrates our commitment to innovating within
our product ranges and providing customers with innovative and
highly relevant solutions. All these products tie into the need to
address climate adaptation challenges and improve the resilience of
the built environment.
Solution selling, including
expanding the Nu-heat direct-to-contractor or homeowner offering,
and working with national and regional homebuilders to install
early ASHP and underfloor heating solutions - ahead of the Future
Homes Standard - were effective. Our commercial offering has
expanded with Polypipe Advantage pre-fabricated solutions growing,
enhanced with a new Stax line of pre-configured solutions. We
merged our Keytec and Alderburgh installation businesses to create
a class leading water management solution partner with national
reach.
The launch of these products,
solutions and services, with a continued pipeline of development,
means that despite some variation as products mature, we remain on
track to maintain our target of 25% of all sales coming from
products developed in the last five years. Furthermore, our success
in integrating past acquisitions successfully, stronger leadership
capability, and decreased leverage, all position the Group well to
continue to develop and pursue strategic acquisitions that will add
to our organic growth potential and enhance shareholder returns in
the future.
Sustainability
Our growth strategy is
inextricably linked to sustainability, as the key driver of our
markets and the core of our product suites. It is therefore
imperative that we are continually pursuing a programme of
improvement in regard to our own sustainability metrics, ensuring
that we are the lowest-carbon supplier of choice to our
customers.
We are on a trajectory to become
net-zero by 2050, and our sustainability plans have progressed well
in the year. Most notably, in 2023 we became the first amongst our
UK peers to have verified SBTi approval for our near-term carbon
reduction targets, which amongst other commitments will see us
reduce our scopes 1 & 2 GHG emissions by 30% by 2027 compared
to 2021.
We are also the largest user
of recycled polymers across our European peer group, making up
almost half our total tonnage, and we have held the Green Mark
since 2019 with over 70% green revenues.
We said that we would leverage
sustainability leadership for growth, remain the champion of the
most sustainable building solutions and extend our plastic
recycling usage. As these sustainability targets are a key
component of our strategy, they form an integral part of Executive
and senior management remuneration to ensure reward is fully
aligned with our strategic priorities. In 2023, we added the
annual measure of carbon reduction into the annual bonus
arrangements for a wider cohort of our managers.
Genuit Business System
Embedding the lean transformation
of the business and creating a culture of continuous operational
improvement and excellence is at the heart of our value creation
strategy. The Genuit Business System (GBS) will enable the Group to
standardise processes, share best practices and achieve benefits of
scale, and will be at the core of our journey to achieving our
medium-term >20% operating margin target.
In 2022, we started our journey to
implement these principles as we began to deploy the GBS at Adey as
our first Lean Lighthouse. We have seen significant productivity
improvements, financial savings and space savings from this first
lean site transformation.
In 2023, we extended that Lean
Lighthouse deployment across Polypipe Building Products, and we
also commenced a further project in Horncastle that will accelerate
in 2024.
The success of our Lean Lighthouse
projects has energised our people and allowed us to continue the
multi-year deployment of the Genuit Business System on a wider
scale across the Group. In the first full year, over 10% of Genuit
employees have now participated in lean Kaizen events or training -
showing both the pace of deployment across the group and how much
more progress and benefit there is to realise. We are very pleased
with the results of this so far and believe that it will help to
empower and inspire our people. Enabling our people to unlock
the full potential of our business is at the heart of what we
are building.
People and Culture
Our people are the heart of our
business and the key driver of our success, and as such our growth
strategy is highly focused on making sure that they are empowered
to drive progress. Accordingly, we have continued to invest in
talent, engagement and culture throughout 2023.
Core to the creation of a positive
culture has been the creation of our Genuit Leadership Team (GLT)
in 2022, consisting of c.70 of the top leaders across the Group.
This group was instrumental in defining our new purpose (Together,
we create sustainable living) and forming our trademark behaviours
that will underpin our culture - We work together, We take
ownership and We find a better way. Since this team will be
instrumental in modelling and strengthening our culture and
executing our strategy, we have focused our diversity and
leadership development efforts with them first. We are proud that
GLT membership now consists of 29% female leaders, and all of them
will participate in a new Genuit Leadership Programme over the
coming year.
We have also worked to strengthen
the Group-wide talent pipeline in 2023 and are committed to
providing accredited learning programmes through our graduate
schemes and apprenticeships. Further, we have been able to develop
an accredited programme to help our current workforce be better
prepared for the future, learning basic manufacturing and lean
tools. All these efforts have helped us increase the percentage of
our workforce in such programmes to 8% - a significant improvement
and a sign of the importance we place on career development. The
year also saw us launch Workday - our new self-serve HR platform to
make people management and development more effective, and in early
2024 we plan to undertake our first employee engagement survey.
Additionally, our use of the Workplace platform has resulted in
stronger cross-Group communication with all our
colleagues.
Lastly, Genuit Group became a
strategic partner of Construction Inclusion Coalition in 2023,
extending our commitment to inclusion in this all-important
industry.
Summary: We are well-placed for
2024 and beyond
Overall, this has been a year of
significant strategic progress towards our medium-term targets. We
have successfully created a more streamlined and effective
business, leading to improved margins and a strong financial
position that has given us the confidence to implement a
progressive dividend policy. Across our strategic pillars we have
made good progress, and the work that has been done to create a
Group that can achieve growth and efficiencies, underpinned by
sustainability and a strong culture, is evident.
The macro economic uncertainty
that impacted the construction sector in 2023 is likely to continue
into 2024, and the softness in volumes is therefore expected to
continue across several markets. The strategic successes that we
have achieved in 2023, however, mean that Genuit is in an excellent
position to navigate the near-term market headwinds, and will be
well-placed to benefit when the market normalises. I remain highly
confident that we are moving in the right direction, and
sustainability-driven tailwinds such as the need for increasing
energy efficiency in heating and ventilation, stormwater solutions
to address significant rainfall events and the need for lower
carbon building materials will significantly benefit our businesses
over the medium-term.
I would like to close by thanking
all my colleagues at Genuit for their efforts in the year. Ever
since I joined as CEO, I have been constantly impressed by their
dedication, imagination, and hard work, and I look forward to
continuing to work with them all to create sustainable living
together.
Business Unit Review
Revenue
|
2023
£m
|
2022
£m
|
Change
%
|
LFL Change
%
|
Sustainable Building
Solutions
|
242.8
|
282.5
|
(14.1)
|
(14.1)
|
Water Management
Solutions
|
170.4
|
172.4
|
(1.2)
|
(1.8)
|
Climate Management
Solutions
|
165.9
|
158.6
|
4.6
|
4.6
|
|
579.1
|
613.5
|
(5.6)
|
(5.8)
|
Other*
|
7.4
|
8.7
|
(14.9)
|
(14.9)
|
Total Group
|
586.5
|
622.2
|
(5.7)
|
(6.0)
|
* Relates to assets held for sale
which are not reported as part of the Group's Strategic Business
Units.
Underlying operating profit
|
2023
£m
|
ROS
%*
|
2022
£m
|
ROS
%*
|
Change
Bps
|
Sustainable Building
Solutions
|
53.1
|
21.9
|
59.3
|
21.0
|
90
|
Water Management
Solutions
|
17.7
|
10.4
|
14.1
|
8.2
|
220
|
Climate Management
Solutions
|
22.7
|
13.7
|
25.2
|
15.9
|
(220)
|
|
93.5
|
16.1
|
98.6
|
16.1
|
-
|
Other**
|
0.6
|
8.1
|
(0.4)
|
(4.6)
|
1270
|
Total Group
|
94.1
|
16.0
|
98.2
|
15.8
|
20
|
* Return on sales (ROS) is
equivalent to underlying operating margin (underlying operating
profit/ revenue)
** Relates to assets held for sale
which are not reported as part of the Group's Strategic Business
Units.
Revenue, in the Strategic Business
Units, for year ended 31 December 2023 was 5.6% lower than the
prior year at £579.1m (2022: £613.5m). On a like-for-like basis,
excluding the impact of acquisitions, revenue was 5.8% lower than
prior year.
Ongoing self-help measures,
deployment of the Genuit Business System and continued
business simplification have strengthened our financial performance
to offset continued levels of high inflation in materials, energy
and labour costs. The team have worked hard on continuing to
improve efficiencies, creating value and positioning us for
growth.
We have built on the momentum from
prior year in driving commercial excellence which has enabled us to
successfully launch new products whilst balancing price and cost
management. We have strived to improve our portfolio profit mix by
taking ongoing actions on lower margin business. Against a backdrop
of more challenging conditions, notably in the residential new
build and RMI markets, we have continued optimising the cost
base whilst maintaining capacity, investing in new equipment and
boosting operational efficiency to ensure we are well positioned
for improved market conditions.
Sustainable Building Solutions
Sustainable Business Solutions (SBS) provides a range of
construction solutions to reduce the carbon content of the built
environment.
The strength and resilience of the
SBS Business Unit was evident in a challenging market environment
in 2023. Trading in SBS was resilient with revenue of £242.8m
(2022: £282.5m), 14.1% lower than prior year. The volume decline
was in-line with the UK residential new build and RMI
sectors.
Despite volume challenges,
underlying operating profit margin improved by 90 basis points,
driven primarily by effective cost management through several
improvement projects. As part of the wider Group business
simplification plans, SBS executed an operating footprint
consolidation with the completion on the sale of the Glasgow
distribution centre and exiting of the Kirk Sandall site, both of
which were integrated into the larger and strategic Doncaster
facilities. The improvement projects were designed to simplify and
improve the cost base without impacting service or reducing
capacity.
The deployment of a lean
transformation started with the continual,
multi-year implementation of GBS
at Polypipe Building Products (Doncaster) leading to improved
customer service levels and providing a foundation for continuous
business improvement. Management successfully completed a
significant equipment refresh programme, which enabled a
substantial reduction in past due orders, yielding both efficiency
and inventory benefits. The Business Unit remains poised to take
advantage of the eventual recovery in construction markets and in
the meantime is focused on generating organic growth through
significant product developments, including the PolyPlumb Enhanced
range and value-add sustainability focused solutions such as
Polypipe Advantage and Stax.
Water Management Solutions
Water Management Solutions (WMS) is focused on driving
climate adaptation and resilience through integrated surface and
drainage solutions.
WMS revenue of £170.4m (2022:
£172.4m) declined by 1.2% versus 2022 (1.8% on a like-for-like
basis). The Business Unit performed well with revenue generated
from new products and geographical expansion. In the second half of
2023, WMS revenue grew by 2.1% driven by structural climate change
relating to growth drivers, namely the increased frequency and
severity of flood events resulting in a greater number of projects
requiring stormwater attenuation solutions.
The Business Unit reported an
underlying operating margin of 10.4% during the period,
representing a 220-basis points improvement versus prior year. This
improvement was driven by a combination of business and brand
rationalisations, cost controls and focused investment in our
people, processes and manufacturing capabilities.
The WMS medium term growth
strategy is underpinned by focused commercial activity, leveraging
the increased levels of product development in 2023 and the
business unt expects to benefit from changes in water management
and biodiversity legislation.
Climate Management Solutions
Climate Management Solutions (CMS) addresses the drivers for
low carbon heating and cooling, and clean and healthy air
ventilation.
Revenue of £165.9m (2022: £158.6m)
in Climate Management Solutions (CMS) increased by 4.6% versus
2022. This increase was driven by strength in the residential
ventilation market, with structural drivers associated with
ventilating to reduce mould and damp problems, particularly in the
social housing sector. This growth was partially offset by reduced
demand for new boiler and heating system installations which
has adversely affected the Adey business. The Adey business remains
well positioned to benefit from the eventual recovery in the boiler
market.
The CMS Business Unit reported an
underlying operating margin of 13.7% in 2023, 220 basis points
lower than 2022. This resulted predominantly from lower volumes at
Adey and one-off IT security investment to achieve Group standard.
The continual, multi-year implementation of GBS has begun in the
Business Unit and business simplification projects including the
consolidation of the Surestop business into Adey were completed in
the year.
The Business Unit now has a solid
foundation for profitable growth and is well-positioned to benefit
from legislative and environmental tailwinds to deliver growth into
the future.
Financial Review
Non-underlying items
Non-underlying items before tax
decreased to £32.1m (2022: £45.2m). These were driven by non-cash
amortisation of £14.8m (2022: £15.2m) and total impairment charges
of £2.5m (2022: £14.8m) respectively. The Group incurred one off
costs of restructuring of £15.3m (2022: £9.3m) related to the
business simplification projects that have underpinned the £15m of
annualised savings.
Non underlying items
comprised:
|
2023
£m
|
2022
£m
|
Amortisation of intangible assets
|
14.8
|
15.2
|
Impairment of goodwill
|
-
|
12.0
|
Impairment of intangible assets
|
2.5
|
2.8
|
Restructuring costs
|
15.3
|
9.3
|
Employment matters
|
2.0
|
-
|
Contingent consideration on acquisitions
|
1.8
|
3.1
|
Workday configuration
(SaaS)
|
1.2
|
-
|
Acquisition costs
|
0.4
|
0.2
|
Profit on disposal of property,
plant and equipment
|
(4.7)
|
-
|
Product liability claim
|
(1.2)
|
1.0
|
Isolated cyber incident
|
-
|
1.2
|
Unamortised deal costs
|
-
|
0.4
|
Non-underlying items before taxation
|
32.1
|
45.2
|
Tax effect on non-underlying items
|
(8.0)
|
(5.2)
|
Non-underlying items after taxation
|
24.1
|
40.0
|
Exchange rates
The Group trades predominantly in
Sterling but has some revenue and costs in other currencies, mainly
the US Dollar and the Euro, and takes appropriate forward cover on
these cash flows using forward currency derivative contracts in
accordance with its hedging policy.
Finance Costs
Underlying finance costs increased
to £13.6m (2022: £7.6m) due to significantly higher Standard
Overnight Index Average (SONIA) interest rates partially offset by
lower level of RCF borrowings. Interest cover was 8.2x for the year
(2022: 16.0x).
Interest was payable on the RCF at
SONIA (2022: SONIA) plus an interest rate margin ranging
from 0.90% to 2.75%. The interest rate margin at 31 December
2023 was 1.65% (2022: 1.60%). The Group has commenced an interest
rate hedging strategy in 2024 to provide increased certainty and
manage interest rate risk.
Pensions
The Group does not have any
defined benefit pension schemes and only has defined contribution
pension arrangements in place. Pension costs for the year amounted
to £5.4m (2022: £6.5m) reflecting the reduction in headcount in the
Group across the year.
Taxation
Underlying taxation
The underlying tax charge in 2023
was £17.9m, (2022: £14.1m) representing an effective tax rate of
22.2% (2022: 15.6%). This was below the composite UK standard tax
rate of 23.5% (2022: 19.0%).
Taxation on non-underlying
items
The non-underlying taxation credit
of £8.0m (2022: £5.2m) represents an effective rate of 24.8% (2022:
11.5%).
Earnings per share
|
2023
£m
|
2022
£m
|
Pence per share:
|
|
|
Basic
|
15.5
|
14.7
|
Underlying basic
|
25.2
|
30.8
|
Diluted
|
15.4
|
14.6
|
Underlying diluted
|
25.1
|
30.5
|
The Directors consider that the
underlying basic earnings per share (EPS) measure provides a better
and more consistent indication of the Group's underlying financial
performance and more meaningful comparison with prior and future
periods to assess trends in our financial performance.
Underlying basic EPS decreased by
18.2% in 2023 predominantly the result of increased interest and
tax costs, driven by external factors.
Dividend
The final dividend of 8.3 pence
(2022: 8.2 pence) per share is being recommended for payment on 5
June 2024 to shareholders on the register at the close of business
on 3 May 2024. The ex-dividend date will be 2 May 2024. The
proposed increase in the full-year dividend reflects the Group's
strong balance sheet and confidence in its medium-term
strategy.
The Group aims to pay a
progressive dividend, based on dividend cover of 2.0x or greater
over the business cycle. The Directors intend that the Group will
pay the total annual dividend in two tranches, an interim dividend
and a final dividend, announced at the time of publication of the
interim and preliminary results.
Balance Sheet
The Group's balance sheet is
summarised below:
|
2023
£m
|
2022
£m
|
Property, plant and
equipment
|
176.4
|
169.9
|
Right-of-use assets
|
22.9
|
22.3
|
Goodwill
|
454.1
|
455.4
|
Other intangible assets
|
142.7
|
159.7
|
Net working capital
|
28.3
|
33.8
|
Taxation
|
(44.7)
|
(47.9)
|
Other current and non-current
assets and liabilities
|
6.2
|
0.1
|
Net debt (loans and borrowings,
and lease liabilities, net of cash and cash equivalents)
|
(149.3)
|
(166.2)
|
Net assets
|
636.6
|
627.1
|
The net value of property, plant
and equipment has increased by £6.5m following the continued focus
on investing in targeted capital expenditure offset by the sale of
two additional sites.
Cash flow and net debt
The Group's cash flow statement is
summarised below:
|
2023
£m
|
2022
£m
|
Operating cash flows before
movement in net working capital
|
105.6
|
113.6
|
Add back non-underlying cash
items
|
14.2
|
9.6
|
Underlying operating cash flows
before movement in net working capital
|
119.8
|
123.2
|
Movement in net working
capital
|
4.1
|
(19.7)
|
Net Capital expenditure excluding
non-underlying proceeds of sale
|
(33.8)
|
(40.9)
|
Settlement of lease
liabilities
|
(7.6)
|
(6.2)
|
Underlying cash generated from
operations after net capital expenditure excluding non-underlying
proceeds of sale
|
82.5
|
56.4
|
Income tax paid
|
(12.1)
|
(7.0)
|
Interest paid
|
(13.4)
|
(3.7)
|
Non-underlying proceeds of
sale
|
6.9
|
-
|
Other non-underlying cash
items
|
(14.2)
|
(9.6)
|
Settlement of deferred and
contingent consideration
|
(1.6)
|
(0.5)
|
Acquisition of
businesses
|
-
|
(2.6)
|
Debt issue costs
|
-
|
(3.1)
|
Dividends paid
|
(30.5)
|
(30.5)
|
Proceeds from exercise of share
options net of purchase of own share
|
0.3
|
0.4
|
Other
|
(0.7)
|
2.2
|
Movement in net debt - excluding
IFRS 16
|
17.2
|
2.0
|
Movement in IFRS 16
|
(0.3)
|
(2.5)
|
Movement in net debt - including
IFRS 16
|
16.9
|
(0.5)
|
Delivery of strong cash generation
remains core to the Group's strategy. Underlying operating cash
conversion of 87.7% (2022: 57.4%) calculated as underlying
operating cashflow (after payments for capital expenditure
excluding non-underlying proceeds of sale and lease liabilities)
divided by underlying operating profit. The Group remains committed
to achieving a conversion rate of 90.0% over the medium
term.
A positive working capital
movement in the year was achieved through lower levels of inventory
following increases in prior periods to improve customer service
performance following the recovery in demand and supply chain
disruption that followed the pandemic.
Net capital expenditure investment
(excluding non-underlying proceeds from sale) decreased to £33.8m
(2022: £40.9m) as the Group continued to focus on investing in
targeted manufacturing facility development, capacity and key,
strategic and innovative projects.
Net debt of £149.3m
comprised:
|
2023
£m
|
2022
£m
|
Bank loans
|
(145.0)
|
(195.9)
|
Cash and cash
equivalents
|
17.0
|
50.0
|
Net debt (excluding unamortised
debt issue costs)
|
(128.0)
|
(145.9)
|
Unamortised debt issue
costs
|
2.1
|
2.8
|
IFRS 16
|
(23.4)
|
(23.1)
|
Net debt
|
(149.3)
|
(166.2)
|
Net debt (excluding unamortised deal issue costs): pro-forma
EBITDA
|
1.1
|
1.2
|
Financing
The Group has a
Sustainability-Linked Loan (SLL) committed through to August 2027
with two further uncommitted annual renewals through to August 2029
following a refinancing with the existing bank syndicate in
2022. The facility limit is £350.0m with an additional uncommitted
'accordion' facility of up to £50.0m. At 31 December 2023, £120.0m
of the RCF was drawn down. Additionally, in 2022 the Group entered
a fixed rate £25.0m seven-year private placement loan
note until August 2029 with an uncommitted shelf facility of
an additional £125.0m.
The Group is subject to two
financial covenants. At 31 December 2023, there was significant
headroom and facility interest cover and net debt to EBITDA
covenants were comfortably achieved:
Covenant
|
Covenant
requirement
|
Position
at
31 December
2023
|
Interest cover
|
>4.0:1
|
8.2:1
|
Leverage
|
<3.0:1
|
1.1:1
|
Going Concern
The Group continues to meet its
day-to-day working capital and other funding requirements through a
combination of long-term funding and cash deposits. The Group's
bank financing facilities consist of a £350.0m
Sustainability-Linked Loan with an uncommitted 'accordion' facility
of £50.0m and a seven-year private placement loan note of £25.0m
with an uncommitted £125.0m shelf facility. At 31 December 2023,
liquidity headroom (cash and undrawn committed banking facilities)
was £247.0m (2022: £229.1m). The Group's focus will continue to be
on deleveraging, and its net debt to EBITDA ratio stood at 1.1x
pro-forma EBITDA at 31 December 2023 (2022: 1.2x). This headroom
means the Group is well-positioned with a strong balance
sheet.
As a result, the Directors have
satisfied themselves that the Group has adequate financial
resources to continue in operational existence for a period of at
least the next 21 months to 31 December 2025. Accordingly, they
continue to adopt the going concern basis in preparing the
consolidated financial statements.
Principal Risks and Uncertainties
The Board continually assesses and
monitors the key risks of the Business, and the Group has developed
a risk management framework to identify, report, and manage its
principal risks and uncertainties. The principal risks and
uncertainties that could have a material impact on the Group's
performance and prospects, and the mitigating activities which are
aimed at reducing the impact or likelihood of a major risk
materialising are those detailed in the Group's Annual Report and
Accounts. They have not changed significantly during the
year.
Forward-Looking Statements
This report contains various
forward-looking statements that reflect management's current views
with respect to future events and financial and operational
performance. These forward-looking statements involve known and
unknown risks, uncertainties, assumptions, estimates and other
factors, which may be beyond the Group's control, and which may
cause actual results or performance to differ materially from those
expressed or implied from such forward-looking statements. All
statements (including forward-looking statements) contained herein
are made and reflect knowledge and information available as of the
date of preparation of this report and the Group disclaims any
obligation to update any forward-looking statements, whether as a
result of new information, future events or results or otherwise.
There can be no assurance that forward-looking statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements due to the inherent uncertainty therein.
Nothing in this report should be construed as a profit
forecast.
Directors' Responsibilities
Each of the Directors confirms
that, to the best of their knowledge, the consolidated financial
statements, prepared in accordance UK-Adopted International
Accounting Standards, give a true and fair view of the assets,
liabilities, financial position and profit or loss of the Group and
undertakings included in the consolidation taken as a whole; and
the Group Results, Chief Executive Officer Review and Financial
Review includes a fair review of the development and performance of
the business and the position of the Group and undertakings
included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they
face.
Annual General Meeting
The Annual General Meeting is
scheduled to be held on 28 May 2024.
By order of the Board:
Joe Vorih
|
Tim Pullen
|
Chief Executive Officer
|
Chief Financial Officer
|
Group Statement of Comprehensive Income
For
the year ended 31 December 2023
|
|
2023
|
2022
|
|
Notes
|
Underlying
£m
|
Non-underlying
£m
|
Total
£m
|
Underlying
£m
|
Non-underlying
£m
|
Total
£m
|
|
|
|
|
|
|
|
|
Revenue
|
2
|
586.5
|
-
|
586.5
|
622.2
|
-
|
622.2
|
Cost of sales
|
|
(338.7)
|
(2.0)
|
(340.7)
|
(372.1)
|
(2.5)
|
(374.6)
|
Gross profit
|
|
247.8
|
(2.0)
|
245.8
|
250.1
|
(2.5)
|
247.6
|
Selling and distribution
costs
|
|
(73.5)
|
(1.0)
|
(74.5)
|
(81.5)
|
-
|
(81.5)
|
Administration expenses
|
|
(79.4)
|
(11.8)
|
(91.2)
|
(70.2)
|
(12.3)
|
(82.5)
|
Amortisation of intangible
assets
|
|
(0.8)
|
(14.8)
|
(15.6)
|
(0.2)
|
(15.2)
|
(15.4)
|
Impairment of intangible
assets
|
|
-
|
(2.5)
|
(2.5)
|
-
|
(2.8)
|
(2.8)
|
Impairment of goodwill
|
|
-
|
-
|
-
|
-
|
(12.0)
|
(12.0)
|
Operating profit
|
2
|
94.1
|
(32.1)
|
62.0
|
98.2
|
(44.8)
|
53.4
|
Finance costs
|
5
|
(13.6)
|
-
|
(13.6)
|
(7.6)
|
(0.4)
|
(8.0)
|
Profit before tax
|
|
80.5
|
(32.1)
|
48.4
|
90.6
|
(45.2)
|
45.4
|
Income tax
|
6
|
(17.9)
|
8.0
|
(9.9)
|
(14.1)
|
5.2
|
(8.9)
|
Profit for the period attributable to the owners of the
parent company
|
|
62.6
|
(24.1)
|
38.5
|
76.5
|
(40.0)
|
36.5
|
|
|
|
|
|
|
|
|
Basic earnings per share
(pence)
|
7
|
|
|
15.5
|
|
|
14.7
|
Diluted earnings per share
(pence)
|
7
|
|
|
15.4
|
|
|
14.6
|
Dividend per share (pence) -
interim
Dividend per share (pence) -
final
|
8
|
|
|
4.1
8.3
|
|
|
4.1
8.2
|
|
|
|
|
12.4
|
|
|
12.3
|
|
|
|
|
|
|
|
| |
Non-underlying items are presented
separately and are detailed in note 4.
Group Statement of Comprehensive Income
For
the year ended 31 December 2023
|
2023
£m
|
2022
£m
|
Profit for the period attributable to the owners of the
parent company
|
38.5
|
36.5
|
Other comprehensive income:
|
|
|
Items which may be reclassified subsequently to the income
statement:
|
|
|
Effective portion of changes in
fair value of forward foreign currency derivatives
|
0.1
|
0.1
|
Exchange differences on
translation of foreign operations
|
(0.1)
|
-
|
Other comprehensive income for the period net of
tax
|
-
|
0.1
|
Total comprehensive income for the period attributable to the
owners of the parent company
|
38.5
|
36.6
|
Group Balance Sheet
At 31 December 2023
|
Notes
|
31
December
2023
£m
|
31
December
2022
£m
|
Non-current
assets
|
|
|
|
Property, plant and
equipment
|
9
|
176.4
|
169.9
|
Right-of-use assets
|
10
|
22.9
|
22.3
|
Intangible assets
|
11
|
596.8
|
615.1
|
Total non-current assets
|
|
796.1
|
807.3
|
|
|
|
|
Current
assets
|
|
|
|
Inventories
|
|
69.2
|
89.9
|
Trade and other
receivables
|
|
73.9
|
68.1
|
Income tax receivable
|
|
5.4
|
2.2
|
Cash and cash
equivalents
|
13
|
17.0
|
50.0
|
Derivative financial
instruments
|
13
|
0.1
|
-
|
Assets held-for-sale
|
|
17.1
|
10.7
|
Total current assets
|
|
182.7
|
220.9
|
Total
assets
|
|
978.8
|
1,028.2
|
|
|
|
|
Current
liabilities
|
|
|
|
Trade and other
payables
|
|
(114.8)
|
(124.2)
|
Lease liabilities
|
10,
13
|
(5.0)
|
(5.8)
|
Liabilities
held-for-sale
|
|
(2.8)
|
(2.6)
|
Deferred and contingent
consideration
|
12
|
(8.2)
|
-
|
Total current liabilities
|
|
(130.8)
|
(132.6)
|
|
|
|
|
Non-current
liabilities
|
|
|
|
Loans and borrowings
|
13
|
(142.9)
|
(193.1)
|
Lease liabilities
|
10,
13
|
(18.4)
|
(17.3)
|
Deferred and contingent
consideration
|
12
|
-
|
(8.0)
|
Deferred income tax
liabilities
|
|
(50.1)
|
(50.1)
|
Total non-current liabilities
|
|
(211.4)
|
(268.5)
|
Total
liabilities
|
|
(342.2)
|
(401.1)
|
Net assets
|
|
636.6
|
627.1
|
Capital and
reserves
|
|
|
|
Equity share capital
|
|
0.2
|
0.2
|
Share premium
|
|
93.6
|
93.6
|
Capital redemption
reserve
|
|
1.1
|
1.1
|
Hedging reserve
|
|
0.1
|
-
|
Foreign currency retranslation
reserve
|
|
(0.1)
|
-
|
Other reserves
|
|
116.5
|
116.5
|
Retained earnings
|
|
425.2
|
415.7
|
Total
equity
|
|
636.6
|
627.1
|
Group Cashflow Statement
For the year ended 31 December 2023
|
Notes
|
2023
£m
|
2022
£m
|
Operating
activities
|
|
|
|
Cash generated from
operations
|
14
|
109.7
|
93.9
|
Income tax paid
|
|
(12.1)
|
(7.0)
|
Net cash flows from
operating activities
|
|
97.6
|
86.9
|
Investing
activities
|
|
|
|
Settlement of deferred and
contingent consideration
|
12
|
(1.6)
|
(0.5)
|
Acquisition of businesses net of
cash at acquisition
|
12
|
-
|
(2.6)
|
Proceeds from disposal of
property, plant and equipment
|
|
7.6
|
2.9
|
Purchase of property, plant and
equipment
|
|
(32.8)
|
(41.1)
|
Patent and development costs
expenditure
|
|
(1.7)
|
(2.7)
|
Net cash flows from
investing activities
|
|
(28.5)
|
(44.0)
|
Financing
activities
|
|
|
|
Debt issue costs
|
|
-
|
(3.1)
|
Drawdown of bank loan
|
|
50.0
|
266.2
|
Repayment of bank loan
|
|
(100.9)
|
(268.3)
|
Interest paid
|
|
(13.4)
|
(3.7)
|
Dividends paid
|
|
(30.5)
|
(30.5)
|
Proceeds from exercise of share
options
|
|
0.3
|
0.4
|
Settlement of lease
liabilities
|
|
(7.6)
|
(6.2)
|
Net cash flows from
financing activities
|
|
(102.1)
|
(45.2)
|
Net change in cash and cash
equivalents
|
|
(33.0)
|
(2.3)
|
Cash and cash equivalents -
opening balance
|
|
50.0
|
52.3
|
Cash and cash equivalents -
closing balance
|
|
17.0
|
50.0
|
1. Basis of
preparation
The preliminary results for the
year ended 31 December 2023 have been prepared in accordance with
UK-Adopted International Accounting Standards (UK-Adopted IAS).
Whilst the financial information included in this preliminary
announcement has been computed in accordance with the recognition
and measurement requirements of IFRS, this announcement does not
itself contain sufficient information to comply with IFRS. The
accounting policies adopted have been consistently applied in all
material aspects to all the periods presented.
The financial information set out
in this announcement does not constitute the statutory accounts for
the Group within the meaning of Section 435 of the Companies Act
2006. The statutory accounts for the year ended 31 December 2022
have been filed with the Registrar of Companies. The statutory
accounts for the year ended 31 December 2023 will be filed in due
course. The auditor's report on these accounts was not qualified or
modified and did not contain any statement under Sections 498(2) or
(3) of the Companies Act 2006 or any preceding
legislation.
There were no accounting standards
or interpretations that have become effective in the current
reporting period which had an impact on disclosures, financial
position, or performance.
The Directors have made enquiries
into the adequacy of the Group's financial resources, through a
review of the Group's budget and medium-term financial plan,
including cash flow forecasts. The Group has modelled a range of
scenarios with the base forecast being one in which, over the 24
months ending 31 December 2025, sales volumes grow in line with
external construction industry forecasts. In addition, the
Directors have considered several downside scenarios, including
adjustments to the base forecast, a period of significantly lower
like-for-like sales, profitability, and cash flows. The Directors
have considered the impact of climate-related matters on the going
concern assessment and it is not expected to have a significant
impact on the Group's going concern.
At 31 December 2023, the Group had
available £230.0m of undrawn committed borrowing facilities in
respect of which all conditions precedent had been met. The Group's
borrowing facilities were renewed on 10 August 2022 and included an
increase in the RCF facility to £350.0m available until at least
August 2027, subject to covenant headroom, and a seven-year private
placement loan note of £25.0m repayable August 2029. The Directors
are satisfied that the Group has sufficient liquidity and covenant
headroom to withstand reasonable variances to the base forecast, as
well as the downside scenarios. In addition, the Directors have
noted the range of possible additional liquidity options available
to the Group, should they be required.
As a result, the Directors have
satisfied themselves that the Group has adequate financial
resources to continue in operational existence for a period of at
least the next 21 months. Accordingly, they continue to adopt the
going concern basis in preparing the consolidated financial
statements.
Four non-statutory measures have
been used in preparing the consolidated financial
statements:
· Underlying profit and earnings measures exclude certain
non-underlying items (which are detailed in note 4) and, where
relevant, the tax effect of these items. The Directors consider
that these measures provide a better and more consistent indication
of the Group's underlying financial performance and more meaningful
comparison with prior and future periods to assess trends in the
Group's financial performance.
· Underlying operating cash conversion is defined as cash
generated from operations, adjusted for non-underlying cash items,
after movement in net working capital and capital expenditure net
of underlying proceeds from disposals of property, plant and
equipment divided by underlying operating profit.
· Leverage is defined as net debt divided by pro-forma EBITDA
(both are reconciled in note 13). Net debt within the leverage
calculation is defined as loans and borrowings net of unamortised
issue costs less cash and cash equivalents, excluding the effects
of IFRS 16.
· Pro-forma EBITDA is defined as pre-IFRS 16 underlying
operating profit before depreciation, amortisation and share-based
payment charges, for the 12 months preceding the balance sheet
date, adjusted where relevant, to include a full year of EBITDA
from acquisitions made during those 12 months.
2. Segment information
From 1 January 2023, reporting
segments have been aligned with the Group's Sustainable Solutions
for Growth strategy and reorganised into three segments -
Sustainable Building Solutions (SBS), Water Management Solutions
(WMS) and Climate Management Solutions (CMS). Adey, Nuaire, Domus,
Nu-Heat and Surestop have been reallocated from the Residential
Systems segment into CMS, with the remainder of Residential Systems
moving into SBS. The Commercial and Infrastructure segment is now
reported as WMS without the commercial element of Nuaire which is
now reported in CMS. The reporting segments are organised based on
the nature of the end markets served. Inter-segment sales are on an
arm's length basis in a manner similar to transactions with third
parties. The prior year comparatives have been restated to the
three divisions.
|
Sustainable
Building
Solutions
|
Water
Management
Solutions
|
Climate
Management
Solutions
|
Other
|
Total
|
Year ended 31 December 2023
|
£m
|
£m
|
£m
|
£m
|
£m
|
Segmental revenue
|
268.0
|
193.9
|
169.2
|
8.4
|
639.5
|
Inter segment revenue
|
(25.2)
|
(23.5)
|
(3.3)
|
(1.0)
|
(53.0)
|
Revenue
|
242.8
|
170.4
|
165.9
|
7.4
|
586.5
|
Underlying operating profit**
|
53.1
|
17.7
|
22.7
|
0.6
|
94.1
|
Non-underlying items -
segmental
|
(1.4)
|
(11.3)
|
(15.0)
|
(0.3)
|
(28.0)
|
Non-underlying items -
Group
|
|
|
|
|
(4.1)
|
Segmental operating profit / (loss)
|
51.7
|
6.4
|
7.7
|
0.3
|
62.0
|
Finance costs
|
|
|
|
|
(13.6)
|
Profit before tax
|
|
|
|
|
48.4
|
* The
other revenue of £7.4m (2022: £8.8m) relates to assets held for
sale which do not form part of the Group's reporting
segments.
** Underlying operating profit is stated before non-underlying
items as defined in the Group Accounting Policies in the Annual
Report and Accounts and is the measure of segmental profit used by
the Group's CODM. Details of the non-underlying items of £32.1m
(2022: £45.2m) are detailed in note 4.
|
Sustainable
Building
Solutions
|
Water
Management
Solutions
|
Climate
Management
Solutions
|
Other
|
Total
|
Year ended 31 December
2022
|
£m
|
£m
|
£m
|
£m
|
£m
|
Segmental revenue
|
311.5
|
189.2
|
162.4
|
9.7
|
672.8
|
Inter segment revenue
|
(29.0)
|
(16.8)
|
(3.8)
|
(1.0)
|
(50.6)
|
Revenue
|
282.5
|
172.4
|
158.6
|
8.7
|
622.2
|
Underlying operating profit /
(loss)**
|
59.3
|
14.1
|
25.2
|
(0.4)
|
98.2
|
Non-underlying items -
segmental
|
(4.4)
|
(6.1)
|
(28.8)
|
(1.2)
|
(40.5)
|
Non-underlying items -
Group
|
|
|
|
|
(4.3)
|
Segmental operating profit /
(loss)
|
54.9
|
8.0
|
(3.6)
|
(1.6)
|
53.4
|
Finance costs
|
|
|
|
|
(7.6)
|
Non-underlying items - finance
costs
|
|
|
|
|
(0.4)
|
Profit before tax
|
|
|
|
|
45.4
|
Geographical analysis
Revenue by destination
|
2023
£m
|
2022
£m
|
UK
|
519.1
|
560.8
|
Rest of Europe
|
33.4
|
32.4
|
Rest of World
|
34.0
|
29.0
|
Total - Group
|
586.5
|
622.2
|
3. Operating
Profit
|
2023
£m
|
2022
£m
|
Income statement
charges
|
|
|
Depreciation of property, plant
and equipment (owned)
|
20.3
|
19.4
|
Depreciation of right-of-use
assets
|
5.6
|
5.4
|
Cost of inventories recognised as
an expense
|
287.9
|
318.3
|
Research and development costs
expensed
|
9.0
|
8.8
|
Income statement
credits
|
|
|
Research and development
expenditure credit
|
1.5
|
1.2
|
Profit on disposal of property,
plant and equipment
|
0.4
|
0.7
|
4. Non-underlying
items
Non-underlying items
comprised:
|
2023
|
2022
|
|
Gross
£m
|
Tax
£m
|
Net
£m
|
Gross
£m
|
Tax
£m
|
Net
£m
|
Cost of sales:
Inventory write down
|
1.5
|
(0.3)
|
1.2
|
1.5
|
(0.3)
|
1.2
|
Restructuring costs
|
0.4
|
(0.1)
|
0.3
|
-
|
-
|
-
|
Employment matters
|
1.3
|
(0.2)
|
1.1
|
-
|
-
|
-
|
Product liability claim
|
(1.2)
|
(0.1)
|
(1.3)
|
1.0
|
-
|
1.0
|
Selling and distribution
costs :
|
|
|
|
|
|
|
Restructuring costs
|
1.0
|
(0.2)
|
0.8
|
-
|
-
|
-
|
Administration
expenses
|
|
|
|
|
|
|
Restructuring costs
|
12.4
|
(2.3)
|
10.1
|
7.8
|
(1.5)
|
6.3
|
Acquisition costs - acquisition
and other M&A activity
|
2.2
|
(0.1)
|
2.1
|
3.3
|
-
|
3.3
|
Workday configuration
(SaaS)
|
1.2
|
(0.3)
|
0.9
|
-
|
-
|
-
|
Employment matters
|
0.7
|
(0.1)
|
0.6
|
-
|
-
|
-
|
Isolated cyber incident
costs
|
-
|
-
|
-
|
1.2
|
(0.2)
|
1.0
|
Profit on disposal of property
plant and equipment
|
(4.7)
|
-
|
(4.7)
|
-
|
-
|
-
|
Amortisation of intangible
assets
|
14.8
|
(3.7)
|
11.1
|
15.2
|
(2.6)
|
12.6
|
Impairment of intangible
assets
|
2.5
|
(0.6)
|
1.9
|
2.8
|
(0.5)
|
2.3
|
Impairment of
Goodwill
|
-
|
-
|
-
|
12.0
|
-
|
12.0
|
Finance
costs:
Unamortised deal fees
|
-
|
-
|
-
|
0.4
|
(0.1)
|
0.3
|
Total non-underlying items
|
32.1
|
(8.0)
|
24.1
|
45.2
|
(5.2)
|
40.0
|
Restructuring costs incurred in
both periods are in relation to the reorganisation of the Group,
which concluded during 2023, with a cumulative cost over the
two-year period of £24.6m. The Group reviewed its operating
footprint which resulted in the closure of six sites, this included
the sale of two properties which accounts for the profit on
disposal, reorganisation costs in relation to the new operating
structure of the segmental units (see note 2) and costs incurred
for consultancy fees for advisory support as part of the initial
deployment and design of the Genuit Business system. SaaS costs
related to the design and configuration of Workday software that is
a significant project to support the Group's medium-term
strategy.
The product liability claim is
associated with a historic acquisition and comprised of an increase
in the provision for remediation works which have been ongoing in
2023, the total amount recognised as a liability on the balance
sheet for the remaining works at 31 December 2023 is £1.3m (2022:
£3.3m). This is offset by a settlement being received, net of legal
costs incurred, associated with the acquisition.
Acquisition costs in both years
relate predominantly to a £1.8m (2022: £3.1m) charge arising in
connection with contingent consideration treated as remuneration in
respect of the acquisition of Plura.
Costs associated with Employment
matters are in relation to one off regulatory claims.
During 2022, there was an isolated
cyber incident at one of the Group's businesses, which resulted in
temporary disruption to manufacturing and consequently sales in
April and May 2022.
Impairment of intangible assets of
£2.5m (2022: £2.8m) related to assets associated with the closure
of a site within the year and in 2022 is in respect of a customer
relationship agreement ending early and impairment of goodwill
relates to a 2021 acquisition. Amortisation charged relates to
intangible assets arising on business combinations.
5. Finance
costs
|
2023
£m
|
2022
£m
|
Interest on bank loan
|
11.6
|
6.2
|
Debt issue cost
amortisation
|
0.8
|
0.5
|
Unwind of discount on lease
liabilities
|
1.2
|
0.8
|
Other finance costs
|
-
|
0.1
|
|
13.6
|
7.6
|
6. Income
tax
(a) Tax expense reported in the income
statement
|
2023
£m
|
2022
£m
|
Current income tax:
|
|
|
UK income tax
|
11.0
|
7.7
|
Overseas income tax
|
0.2
|
0.1
|
Current income tax
|
11.2
|
7.8
|
Adjustment in respect of prior
years
|
(0.4)
|
(0.5)
|
Total current income tax
|
10.8
|
7.3
|
Deferred income tax:
|
|
|
Origination and reversal of timing
differences
|
(1.9)
|
0.4
|
Effects of changes in income tax
rates
|
0.1
|
1.3
|
Deferred income tax
|
(1.8)
|
1.7
|
Adjustment in respect of prior
years
|
0.9
|
(0.1)
|
Total deferred income tax
|
(0.9)
|
1.6
|
Total tax expense reported in the income
statement
|
9.9
|
8.9
|
Details of the non-underlying tax
credit of £8.0m (2022: £5.2m) are set out in Note 4.
(b) Reconciliation of the total tax
expense
A reconciliation between the tax
expense and the product of accounting profit multiplied by the UK
standard rate of income tax for the years ended 31 December 2023
and 2022 is as follows:
|
2023
£m
|
2022
£m
|
Accounting profit before
tax
|
48.4
|
45.4
|
Accounting profit multiplied by
the UK standard rate of income tax of 23.52% (2022:
19.0%)
|
11.4
|
8.6
|
Expenses not deductible for income
tax
|
1.6
|
3.4
|
Non-taxable income
|
(2.2)
|
(0.4)
|
Adjustment in respect of prior
years
|
0.5
|
(0.6)
|
Effects of patent box
|
(1.1)
|
(1.6)
|
Effects of changes in income tax
rates
|
0.1
|
1.3
|
Effects of super
deduction
|
(0.1)
|
(1.8)
|
Effects of other tax
rates/credits
|
(0.3)
|
-
|
Total tax expense reported in the income
statement
|
9.9
|
8.9
|
The effective rate for the full
year was 20.5% (2022: 19.6%). If the impact of non-underlying items
is excluded, the underlying income tax rate would be 22.2% (2022:
15.6%).
Deferred income tax
The deferred income tax included
in the Group balance sheet is as follows:
|
31 December
2023
£m
|
31
December 2022
£m
|
Deferred income tax
liabilities/(assets)
|
|
|
Short-term timing
differences
|
31.4
|
37.8
|
Capital allowances in excess of
depreciation
|
23.0
|
16.9
|
Share-based payments
|
(1.3)
|
(2.1)
|
Tax losses
|
(3.0)
|
(2.5)
|
|
50.1
|
50.1
|
The Group offsets tax assets and
liabilities if, and only if, it has a legally enforceable right to
offset current income tax assets and current income tax liabilities
and the deferred income tax assets and deferred income tax
liabilities relate to income taxes levied by the same tax
authority.
(c) Change in corporation tax rate
On 24 May 2021, legislation was
passed which substantively enacted an increase in UK corporation
tax rate from 19% to 25% from April 2023. Deferred tax on the
balance sheet at 31 December 2023 was therefore measured at
25%.
(e) Unrecognised tax losses
No deferred income tax has been
recognised on non-trading losses and other timing differences of
£3.4m (2022: £1.3m) as the Directors do not consider that they will
be utilised in the foreseeable future.
7. Earnings per
share
Basic earnings per share amounts
are calculated by dividing profit for the period attributable to
the owners of the parent company by the weighted average number of
ordinary shares outstanding during the period. The diluted earnings
per share amounts are calculated by dividing profit for the period
attributable to the owners of the parent company by the weighted
average number of ordinary shares outstanding during the period
plus the weighted average number of potential ordinary shares that
would be issued on the conversion of all the dilutive share options
into ordinary shares.
The calculation of basic and
diluted earnings per share is based on the
following:
|
2023
|
2022
|
Weighted average number of
ordinary shares for the purpose of basic earnings per
share
|
248,182,934
|
248,001,063
|
Effect of dilutive potential
ordinary shares
|
1,024,432
|
2,414,364
|
Weighted average number of
ordinary shares for the purpose of diluted earnings per
share
|
249,207,366
|
250,415,426
|
Underlying earnings per share is
based on the result for the period after tax excluding the impact
of non-underlying items of £24.1m (2022: £40.0m). The Directors
consider that this measure provides a better and more consistent
indication of the Group's underlying financial performance and more
meaningful comparison with prior and future periods to assess
trends in the Group's financial performance. The underlying
earnings per share is calculated as follows:
|
2023
|
2022
|
Underlying profit for the period
attributable to the owners of the parent company (£m)
|
62.6
|
76.5
|
Underlying basic earnings per
share (pence)
|
25.2
|
30.8
|
Underlying diluted earnings per
share (pence)
|
25.1
|
30.5
|
8. Dividends per
share
|
2023
£m
|
2022
£m
|
Amounts recognised as
distributions to equity holders in the year:
|
|
|
Final dividend for the year ended
31 December 2022 of 8.2p per share (2021: 8.2p)
|
20.3
|
20.3
|
Interim dividend for the year
ended 31 December 2023 of 4.1p per share (2022: 4.1p)
|
10.2
|
10.2
|
|
30.5
|
30.5
|
Proposed final dividend for the
year ended 31 December 2023 of 8.3p per share (2022:
8.2p)
|
20.6
|
20.3
|
The proposed final dividend is
subject to approval by shareholders at the Annual General Meeting
and has not been included as a liability in these consolidated
financial statements.
9. Property, plant and
equipment
|
Freehold
land and
buildings
£m
|
Plant
and other
equipment
£m
|
Total
£m
|
Cost
|
|
|
|
At 1 January 2022
|
58.4
|
183.5
|
241.9
|
Additions
|
4.9
|
36.1
|
41.0
|
Disposals
|
(0.1)
|
(10.6)
|
(10.7)
|
Transfer to assets held for
sale
|
-
|
(6.4)
|
(6.4)
|
Acquisition of
businesses
|
-
|
0.4
|
0.4
|
Exchange adjustment
|
-
|
0.4
|
0.4
|
At 31 December 2022
|
63.2
|
203.4
|
266.6
|
Additions
|
6.2
|
26.6
|
32.8
|
Disposals
|
(4.6)
|
(10.6)
|
(15.2)
|
Transfer to assets held for
sale
|
(3.6)
|
(0.3)
|
(3.9)
|
Exchange adjustment
|
-
|
(0.1)
|
(0.1)
|
At 31 December 2023
|
61.2
|
219.0
|
280.2
|
Depreciation
|
|
|
|
At 1 January 2022
|
9.1
|
81.1
|
90.2
|
Provided during the
year
|
1.7
|
17.7
|
19.4
|
Disposals
|
-
|
(8.7)
|
(8.7)
|
Transfer to assets held for
sale
|
-
|
(4.0)
|
(4.0)
|
Exchange adjustment
|
-
|
(0.2)
|
(0.2)
|
At 31 December 2022
|
10.8
|
85.9
|
96.7
|
Provided during the
year
|
2.0
|
18.3
|
20.3
|
Disposals
|
(2.6)
|
(10.1)
|
(12.7)
|
Transfer to assets held for
sale
|
(0.3)
|
(0.4)
|
(0.7)
|
Exchange adjustment
|
-
|
0.2
|
0.2
|
At 31 December 2023
|
9.9
|
93.9
|
103.8
|
Net book value
|
|
|
|
At 31 December 2023
|
51.3
|
125.1
|
176.4
|
At 31 December 2022
|
52.4
|
117.5
|
169.9
|
In 2023 as part of the Group
simplification to reduce its operational footprint it undertook the
following actions:
- Sold the
land and buildings of one of its operating warehouses, the net gain
on disposal has been recognised in non-underlying items see (note
4).
- Exited
two freehold land and buildings during the year which have been
reclassified to assets held for sale at net book value, which is
lower than fair value less cost to sell. The properties are
marketed as for sale and completion is expected within 12 months of
the reporting date.
During the year the Group revised
its depreciation policy for Plant and other equipment. This reduced
the depreciation charge by £0.6m.
Included in freehold land and
buildings is non-depreciable land of £17.9m (2022:
£18.2m).
Capital
commitments
At 31 December 2023, the Group had
commitments of £7.1m (2022: £2.8m) relating to plant and equipment
purchases.
10. Right-of-use assets and lease
liabilities
|
Freehold land and
buildings
|
Plant and other
equipment
|
Motor
vehicles
|
Total
|
|
Lease
liabilities
|
|
£m
|
£m
|
£m
|
£m
|
|
£m
|
At 1 January 2022
|
12.7
|
7.8
|
0.1
|
20.6
|
|
(20.6)
|
Additions
|
3.2
|
3.8
|
1.1
|
8.1
|
|
(8.2)
|
Disposals
|
(0.5)
|
(0.6)
|
-
|
(1.1)
|
|
-
|
|
|
|
|
|
|
|
Depreciation of right-of-use
asset
|
(2.2)
|
(2.7)
|
(0.5)
|
(5.4)
|
|
-
|
Depreciation on disposal of
right-of-use asset
|
0.1
|
0.4
|
-
|
0.5
|
|
-
|
Transfer to assets held for
sale
|
(0.4)
|
-
|
-
|
(0.4)
|
|
0.3
|
Unwind of discount
|
-
|
-
|
-
|
-
|
|
(0.8)
|
Settlements
|
-
|
-
|
-
|
-
|
|
6.2
|
At 31 December 2022
|
12.9
|
8.7
|
0.7
|
22.3
|
|
(23.1)
|
Additions
|
1.8
|
2.2
|
3.9
|
7.9
|
|
(7.9)
|
Disposals
|
(1.2)
|
(1.5)
|
(0.6)
|
(3.3)
|
|
1.2
|
Depreciation of right-of-use
assets
|
(1.9)
|
(2.5)
|
(1.2)
|
(5.6)
|
|
-
|
Depreciation on disposal of right
- of - use asset
|
-
|
1.2
|
0.4
|
1.6
|
|
-
|
Unwind of discount on lease
liabilities
|
-
|
-
|
-
|
-
|
|
(1.2)
|
Settlement of lease
liabilities
|
-
|
-
|
-
|
-
|
|
7.6
|
At 31 December 2023
|
11.6
|
8.1
|
3.2
|
22.9
|
|
(23.4)
|
11. Intangible Assets
|
Goodwill
£m
|
Patents
£m
|
Brand
names
£m
|
Customer
relationships
£m
|
Licences
£m
|
Customer
order book
£m
|
Development
costs
£m
|
Total
£m
|
Cost
|
|
|
|
|
|
|
|
|
At 1 January 2021
|
467.7
|
39.5
|
66.5
|
114.3
|
0.8
|
0.9
|
2.0
|
691.7
|
Additions
|
-
|
0.5
|
-
|
-
|
-
|
-
|
2.3
|
2.8
|
Acquisition of
businesses
|
2.9
|
-
|
-
|
-
|
-
|
-
|
-
|
2.9
|
Transfer to Assets held for
sale
|
(3.2)
|
-
|
-
|
-
|
-
|
-
|
-
|
(3.2)
|
At 31 December 2022
|
467.4
|
40.0
|
66.5
|
114.3
|
0.8
|
0.9
|
4.3
|
694.2
|
Additions
|
-
|
0.4
|
-
|
-
|
-
|
-
|
1.3
|
1.7
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.6)
|
(0.6)
|
Transfer to Assets held for
sale
|
(1.3)
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.3)
|
At 31 December 2023
|
466.1
|
40.4
|
66.5
|
114.3
|
0.8
|
0.9
|
5.0
|
694.0
|
Amortisation and impairment losses
|
|
|
|
|
|
|
|
|
At 1 January 2022
|
-
|
15.4
|
19.2
|
13.4
|
0.3
|
0.4
|
0.2
|
48.9
|
Charge for the year
|
-
|
3.4
|
5.1
|
6.1
|
0.1
|
0.5
|
0.2
|
15.4
|
Impairment losses
|
12.0
|
-
|
-
|
2.8
|
-
|
-
|
-
|
14.8
|
At 31 December 2022
|
12.0
|
18.8
|
24.3
|
22.3
|
0.4
|
0.9
|
0.4
|
79.1
|
Charge for the year
|
-
|
3.3
|
5.1
|
6.4
|
0.1
|
-
|
0.7
|
15.6
|
Impairment losses
|
-
|
1.0
|
0.9
|
0.6
|
-
|
-
|
-
|
2.5
|
At 31 December 2023
|
12.0
|
23.1
|
30.3
|
29.3
|
0.5
|
0.9
|
1.1
|
97.2
|
Net book value
|
|
|
|
|
|
|
|
|
At 31 December 2023
|
454.1
|
17.3
|
36.2
|
85.0
|
0.3
|
-
|
3.9
|
596.8
|
At 31 December 2022
|
455.4
|
21.2
|
42.2
|
92.0
|
0.4
|
-
|
3.9
|
615.1
|
Brand names and customer
relationships which arise from business combinations are amortised
over their estimated useful lives of five to twenty years. There
are two existing brands that have a significant carrying value:
Nuaire (£4.0m) and Adey (£23.2m) with an estimated useful life of
five and eighteen years respectively. Customer relationships that
have a significant carrying value are Adey's relationships with key
customers (£73.5m) with an estimated useful life of between nine
and 18 years and Manthorpe's (£5.9m) with an estimated useful life
of ten years.
Impairment testing of goodwill
Goodwill is not amortised but is
subject to annual impairment testing. Goodwill has been allocated
for impairment testing purposes to a number of cash-generating
units (CGUs) which represent the lowest level in the Group at which
goodwill is monitored for internal management purposes. The
carrying amount of goodwill allocated to each of the CGUs is as
follows:
CGU
|
31 December
2023
£m
|
31
December 2022
£m
|
Building Services &
International
|
29.1
|
30.4
|
Infrastructure &
Landscape
|
43.6
|
43.6
|
Residential Systems
|
169.6
|
169.6
|
Climate &
Ventilation
|
93.7
|
93.7
|
Nu-Heat
|
17.3
|
17.3
|
Adey
|
95.5
|
92.8
|
Others
|
5.3
|
8.0
|
|
454.1
|
455.4
|
At 31 December 2023, £4.5m (2022:
£3.2m) of goodwill has been allocated to assets held-for-sale from
the Building Services & International CGU, in relation to
Polypipe Italia SRL. During the year Surestop was hived up into
Adey Innovation and as such the goodwill arising on the acquisition
of Surestop was subsequently transferred to the Adey
CGU.
From 1 January 2023, reporting
segments have been aligned with the Group's Sustainable Solutions
for Growth strategy and reorganised into three segments -
Sustainable Building Solutions (SBS), Water Management Solutions
(WMS) and Climate Management Solutions (CMS). Adey, Nu-Heat and
Climate & Ventilation CGUs have been allocated into CMS,
Residential Systems and Building Services & International CGUs
are allocated into SBS and Infrastructure & Landscape and
Ulster CGUs are now reported as WMS.
Key assumptions used for value-in-use
calculations:
The recoverable amount of all CGUs
are determined from value -in-use calculations, being the net
present value of future pre-tax cash flows, discounted at a
mid-year position, covering a 5-year period. These pre-tax cash
flows are based on budgeted cash flows information for a period of
one year, construction industry forecasts of growth for the
following year and management's forecast of growth between 1.6% to
7.3% for years 3 to 5 (2022: 2.0% to 5.0%). Terminal growth rates
between 2.0% to 2.4% (2022: 2.0% to 2.4%) have been applied beyond
this, based on historical macroeconomic performance and projections
of the sector served by the CGUs.
A pre-tax discount rate of 13.9%
(2022: 12.9%) has been applied in determining the recoverable
amounts of CGUs. The pre-tax discount rate is estimated based on
the Group's risk adjusted cost of capital. When assessing for
impairment of goodwill, management have considered the impact of
climate change and have not identified any material short-term
impacts from climate change that would impact the carrying value of
goodwill. Over the longer term, the risks and opportunities are
more uncertain, and management will continue to assess the
quantitative impact of risks at each balance sheet date.
Recoverable amounts and sensitivities:
The Group has applied
sensitivities to assess whether any reasonably possible changes in
assumptions could cause an impairment that would be material to
these consolidated financial statements. The application of these
sensitivities did not cause an impairment of goodwill.
At 31 December 2022 the Group
recognised a £12.0m impairment charge in the Adey CGU, leaving the
recoverable amount equal to that of the carrying value. The
headroom resulting from the value-in-use calculations at 31
December 2023 indicates that the Adey CGU is sensitive to changes
in the key assumptions and management considers that a reasonably
possible change in any single assumption could give rise to an
impairment of the corresponding carrying amount of goodwill. The
detailed sensitivity analysis indicates that the following changes
in each of these key assumptions would result in an impairment
charge being recognised:
• The pre-tax discount rate
increasing to 14.2% from that used in the value-in-use calculations
of 13.9%. would give rise to an impairment charge of
£4.2m.
• A reduction in the long-term
growth rate to 2.0% from that used in the value-in-use calculations
of 2.4% would give rise to an impairment charge of
£3.8m.
• Average revenue growth rates
declining by 0.5% points from used in the value-in-use calculations
would give rise to an impairment charge of £7.5m.
• Gross margin efficiencies are
not achieved by 2028 and margin declines by 3% points from used in
the value-in-use calculations would give rise to an impairment
charge of £16.1m.
Management has reviewed the
forecasts associated with the CGU noting the assumptions used, the
sensitivity analysis performed and the ability of the business to
adapt to challenging economic environments in which they operate,
and is satisfied that no further impairments are necessary at 31
December 2023.
12. Acquisitions
Keytec
On 31 March 2022, the Group
acquired 100% of the voting rights and shares of Keytec
Geomembranes Holding Company Limited (Keytec), for an initial cash
consideration of £2.5m on a cash-free and debt-free basis plus a
deferred consideration of £0.6m, which was paid in early 2023. The
total cash consideration of £2.9m included a payment for net cash
and working capital commitments on completion of £0.4m. Keytec is a
supplier and installer of stormwater attenuation products,
geomembranes and gas protection products.
No material intangible assets were
identified. The goodwill arising on the acquisition primarily
represented the technical expertise of the Keytec staff, synergies
of companies offering both supply and install services and market
share. The goodwill was initially allocated entirely to the
Commercial and Infrastructure Systems, which is now the Water
Management Solutions segment.
Acquisition-related deferred and contingent consideration
comprised:
|
Year ended 31 December
2023
£m
|
Year
ended 31 December 2022
£m
|
Deferred and contingent
consideration on Keytec acquisition
|
-
|
0.6
|
Deferred consideration on Plura
acquisition
|
8.2
|
7.4
|
|
8.2
|
8.0
|
An amount of ï¿¡1.8m has been recognised as a
non-underlying expense in the Group Income Statement in the year
ended 31 December 2023 in respect of the Plura contingent
consideration arrangement. This takes the total amount recognised
as a liability on the Group Balance Sheet at 31 December 2023
to ï¿¡8.2m. A
payment of ï¿¡1.0m
was made in relation to this arrangement in December 2023.
Accordingly, the aggregate final total amount payable under the
contingent consideration is expected to be approximately
ï¿¡9.2m. Contingent
consideration was determined based upon the agreed purchase price
of the remaining 49% of shares on 8 December 2023. There is no
material difference between the cash consideration and the fair
value and the final payment was subsequently paid in February
2024.
Acquisition-related cash flows comprised:
|
Year ended 31 December
2023
£m
|
Year
ended 31 December 2022
£m
|
Operating cash flows - settlement of acquisition
costs
|
|
|
Keytec
|
-
|
0.1
|
Other
|
-
|
0.1
|
|
-
|
0.2
|
|
Year ended 31 December
2023
£m
|
Year
ended 31 December 2022
£m
|
Investing cash flows - Settlement of deferred and contingent
consideration
|
|
|
Keytec
|
0.6
|
-
|
Plura
|
1.0
|
-
|
Permavoid
|
-
|
0.5
|
|
1.6
|
0.5
|
|
Year ended 31 December
2023
£m
|
Year
ended 31 December 2022
£m
|
Investing cash flows - acquisition of businesses net of cash
at acquisition
|
|
|
Keytec
|
-
|
2.6
|
|
-
|
2.6
|
13. Financial
Liabilities
|
31
December
2023
£m
|
31
December
2022
£m
|
Non-current loans and borrowings:
|
|
|
Bank loan - principal
|
120.0
|
170.9
|
- unamortised debt issue costs
|
(2.1)
|
(2.8)
|
Loan notes
|
25.0
|
25.0
|
Total non-current loans and
borrowings
|
142.9
|
193.1
|
Cash at bank and in
hand
|
(17.0)
|
(50.0)
|
Net debt (excluding lease
liabilities)
|
125.9
|
143.1
|
|
31 December
2023
£m
|
31
December 2022
£m
|
Other financial liabilities:
|
|
|
Trade and other
payables
|
114.7
|
124.2
|
Lease liabilities
|
23.4
|
23.1
|
Deferred and contingent
consideration
|
8.2
|
8.0
|
|
146.3
|
155.3
|
On 10 August 2022, the Group
renewed its banking facilities and entered a Sustainability-Linked
Loan revolving credit facility agreement for £350.0m with a £50.0m
uncommitted accordion facility expiring in August 2027 and a
separate agreement for private placement loan notes of £25.0m with
an uncommitted £125.0m shelf facility repayable in August
2029.
Interest is payable on the bank
loan at SONIA plus an interest margin ranging from 0.90% to 2.75%
which is dependent on the Group's ESG targets and the Group's
leverage (net debt excluding lease liabilities as a multiple of
pro-forma EBITDA) and reduces as the Group's leverage reduces. The
interest margin at 31 December 2023 was 1.65% (2022: 1.46%).
Pro-forma EBITDA for the year was £114.9m (2022: £120.3m) and is
defined as pre-IFRS 16 underlying operating profit before
depreciation, amortisation and share-based payment charges, for the
12 months preceding the Balance Sheet date adjusted where relevant
to include a full year of EBITDA from acquisitions made during
those 12 months.
|
31 December
2023
£m
|
31
December 2022
£m
|
Pro-forma EBITDA (12 months
preceding the balance sheet)
|
|
|
Underlying operating
profit
|
94.1
|
98.2
|
Depreciation of property, plant
and equipment
|
19.1
|
19.4
|
Amortisation of internally
generated intangible assets
|
0.8
|
0.2
|
Unwind of discount on lease
liabilities
|
(1.2)
|
(0.8)
|
Share-based payments
charge
|
2.1
|
3.1
|
|
114.9
|
120.1
|
EBITDA from
acquisitions
|
-
|
0.2
|
|
114.9
|
120.3
|
At 31 December 2023, the Group had
available, subject to covenant headroom, £230.0m (2022: £179.1m) of
undrawn committed borrowing facilities in respect of which all
conditions precedent had been met.
The Group is subject to a number
of covenants in relation to its bank loan which, if breached, would
result in the bank loan becoming immediately repayable. These
covenants specify certain maximum limits in terms of net debt,
excluding lease liabilities, as a multiple of pro-forma EBITDA and
interest cover. At 31 December 2023, the Group was not in breach of
any bank covenants. The covenant position was as
follows:
Covenant
|
Covenant
requirement
|
Position
at
31
December
2023
|
Interest cover (Underlying
operating profit: Finance costs excluding debt issue cost
amortisation)
|
>4.0:1
|
8.2:1
|
Leverage (Net debt excluding
lease liabilities: pro-forma EBITDA)
|
<3.0:1
|
1.1:1
|
14. Reconciliation of profit before tax to cash generated
from operations
Operating
activities
|
|
|
|
Profit before tax
|
|
48.4
|
45.4
|
Finance costs
|
5
|
13.6
|
8.0
|
Operating profit
|
|
62.0
|
53.4
|
Non-cash items:
|
|
|
|
Profit on disposal of property,
plant and equipment (underlying)
|
|
(0.4)
|
(0.7)
|
Research and development
expenditure credit
|
|
(1.5)
|
(1.2)
|
Warranty provision
release
|
|
-
|
(1.0)
|
Non-underlying items:
|
|
|
|
- amortisation of intangible
assets arising on business combinations
|
4
|
14.8
|
15.2
|
- impairment of intangible assets
arising on business combinations
|
4
|
2.5
|
2.8
|
- impairment of goodwill arising
on business combinations
|
4
|
-
|
12.0
|
- provision for acquisition
costs
|
4
|
2.2
|
3.3
|
- provision for restructuring
costs
|
4
|
14.1
|
9.3
|
- provision for restructuring
costs - accelerated depreciation of property, plant and equipment
(non-underlying)
|
4
|
1.2
|
-
|
- Workday configuration
(SaaS)
|
4
|
1.2
|
-
|
- provision for product liability
claim
|
4
|
(1.2)
|
1.0
|
- Employment matter
|
4
|
2.0
|
-
|
- Isolated cyber
incident
|
4
|
-
|
1.2
|
- Gain on sale of
property
|
4
|
(4.7)
|
1.2
|
Depreciation of property, plant
and equipment (underlying)
|
9
|
19.1
|
19.4
|
Depreciation of right-of-use
assets
|
10
|
5.6
|
5.4
|
Amortisation of internally
generated intangible assets
|
|
0.8
|
0.2
|
Share-based payments
|
|
2.1
|
2.9
|
Cash items:
|
|
|
|
- settlement of acquisition
costs
|
|
(0.4)
|
(0.2)
|
- settlement of net product
liability claim costs
|
|
(1.7)
|
-
|
- settlement of restructuring
costs
|
|
(12.1)
|
(8.2)
|
- settlement of isolated cyber
incident
|
|
-
|
(1.2)
|
Operating cash flows before movement in working
capital
|
|
105.6
|
113.6
|
Receivables
|
|
(6.9)
|
7.8
|
Payables
|
|
(9.9)
|
(10.4)
|
Inventories
|
|
20.9
|
(17.1)
|
Cash generated from operations
|
|
109.7
|
93.9
|