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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Brickability Group Plc | LSE:BRCK | London | Ordinary Share | GB00BK63S759 | ORD GBP0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.50 | 2.27% | 67.50 | 67.00 | 68.00 | 68.00 | 67.50 | 68.00 | 94,719 | 08:00:05 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Brick, Rel Constr Mail-whsl | 681.09M | 27.74M | 0.0924 | 7.31 | 202.7M |
From Apr 2021 to Apr 2024
TIDMBRCK
RNS Number : 1155U
Brickability Group PLC
01 December 2021
01 December 2021
Brickability Group plc
("the Group")
Interim Results for the six months ended 30 September 2021
Brickability Group plc (AIM: BRCK), the leading construction materials distributor, today announces its unaudited interim results for the six months ended 30 September 2021.
Financial Highlights:
Hot Features
Premium
-- Revenue increased by 197% to GBP223.5m (H1 2020: GBP75.3m)
-- Group like-for-like** revenue growth of 53.6% versus H1
2020 and 30.4% versus H1 2019
-- Gross profit increased by 146.8% to GBP39.0m (H1 2020:
GBP15.8m)
-- Gross profit margin of 17.4% (H1 2020: 21.0%)
-- Profit before tax increased by 120.4% to GBP11.9m (H1 2020:
GBP5.4m)
-- Adjusted EBITDA* increased by 120.0% to GBP17.6m (H1 2020:
GBP8.0m)
-- Cash balance at 30 September of GBP18.4m (H1 2020: GBP13.8m)
-- Net cash as at 30 September of GBP2.8m (H1 2020: net debt
GBP2.7m)
-- Borrowing facility increased to GBP60 million plus GBP25m
accordion following re-financing
-- Interim dividend proposed of 0.96 pence per share (H1 2020:
0.8678 pence)
Operational Highlights:
-- Strong start to 2021, with performance ahead of same period
in 2019 pre-COVID
-- Acquisitions of Taylor Maxwell, in June 2021 following
an oversubscribed share placing raising equity finance
of GBP55 million, and Leadcraft, as announced in August
2021
-- Taylor Maxwell acquisition recognised with the 2021 AIM
Awards 'Transaction of the Year' Award
-- New product ranges added to Group offering, timber and
non-combustible cladding, copper and zinc metal roofing
and heritage leadwork
-- Focus on revenue and cost synergies
-- Strong pipeline of acquisitions and continued organic development
-- Strong order book for the second half with positive order
intake momentum
-- ESG Committee established led by the Group Chairman with
members including the Chief Operating Officer and Group
Marketing Director
Post period end and outlook:
-- Appointment of Paul Hamilton as Chief Operating Officer
with immediate effect
-- Acquisition of HBS New Energies and UPOWA in November 2021,
the Group's first acquisition in the renewable energy products
sector
-- Board remains confident of the Group delivering performance
at least in line with market expectations for the full
year
*Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share option expense, acquisition costs and exceptional items.
**like-for-like sales is a measure of growth in sales, adjusted for the impact of acquisitions
John Richards, Chairman, said:
"We are pleased to have delivered another strong performance across all our divisions during the period.
"As the housebuilding and construction market has continued to improve, all our divisions have benefitted from the increased demand which has resulted in a strong order book.
"Our strategy of bolt on acquisitions has enabled us to significantly expand our product offering, through the acquisition of Taylor Maxwell and Leadcraft, as well as, seeing the Group enter the renewable energy product space with the acquisition of HBS New Energies and UPOWA, a strategically significant sector for the Group moving forward, post period.
"We believe Brickability is well positioned for the future, and that the scale and diversity of the business, will enable the Group to capitalise on opportunities in the market and further strengthen our positioning."
SThis announcement contains inside information.
Enquiries:
Brickability Group plc via Montfort Communications John Richards, Chairman Alan Simpson, CEO Mike Gant, CFO Cenkos Securities plc (Nominated adviser and broker) Ben Jeynes, Max Gould (Corporate Finance) Julian Morse, Alex Pollen (Sales) +44 (0) 207 397 8900 Montfort Communications (Financial +44 (0) 203 514 0897 PR) brickability@montfort.london James Olley Georgia Colkin
About Brickability
Brickability is a leading construction materials distributor, serving customers across the UK and Europe for over 36 years through its national and local networks. The Group supplies over 500m bricks annually and has 41 locations across the country with over 500 employees.
Across its 3 divisions the Group supplies bricks, roofing, timber, cladding, heating, flooring, doors and windows to meet demand from both housebuilders and contractors.
Interim Report for the six months ended 30 September 2021
Chairman's Statement
Brickability has made a strong start to 2021, delivering a robust financial performance, with an adjusted EBITDA of GBP17.6m in the first half of the year (2020: GBP8.0m).
Our businesses have performed well, in line with the recovery in the construction and housebuilding sector, and we have seen strong order intake momentum across all divisions, which has continued as we move into the second half of the year.
The fundamentals of the UK housebuilding market remain strong and the industry is forecast to continue to grow substantially as we move into 2022, driven by increased demand in the private sector and Government investment into affordable housing starting to come through. We firmly believe that Brickability remains well placed to capitalise on this demand, strengthening its position within the market as a leading construction materials distributor.
The acquisition of Taylor Maxwell completed in June 2021 brings significant scale and diversity to our offering and customer base, alongside the acquisition of Leadcraft Ltd. We are pleased to report that both businesses are already contributing significantly to the overall performance of the Group. Our pipeline of acquisitions is very encouraging, and we remain focused on identifying bolt on acquisitions which will further diversify our proposition.
To this end, we were pleased to announce the acquisition of HBS New Energies and UPOWA in November 2021. HBS New Energies marks Brickability's first acquisition in the renewables energy products sector and the 13th strategic acquisition for the Group in the last three years. The acquisition comes as Brickability seeks to broaden its offering for customers and, also importantly, focus on its own sustainability commitments across its divisions.
Decarbonisation of the built environment is driving significant new opportunity across the industry, with companies needing to commit to their own emission reductions while supporting the transition to net-zero of buildings and the broader supply chain. Cost efficient energy solutions are set to play a key role in supporting the built environment and housebuilding industry in meeting the changing Building Regulations landscape, as well as the UK Government's recently announced deadline for UK listed companies to publish their pathway to net-zero by 2030, in line with the UK Government's 2050 net-zero target.
This has been another successful period of growth for the Group and the results today are a testament to the adaptability, strength and diversity of the businesses we operate and our continued focus on identifying significant strategic opportunities, whilst operating a lean approach. Overall we maintain an optimistic market outlook and the Board remains confident of the Group delivering performance at least in line with market expectations for the full year. However, the Group remains vigilant of the pressures which continue to impact our sector and the wider UK economy.
The Board are pleased to announce an interim dividend of 0.96p per share (H1 2020: 0.8678p), payable on 24 February 2022 reflecting the performance of the business in the half, and the Board's confidence in the longer-term outlook for the Group.
I would like to take this opportunity to thank all employees for their hard work and commitment throughout this period. Brickability is well positioned for the future with a clear strategy and high-quality, diversified business and we remain confident of the Group's future success as we move forward.
John Richards
Chairman
30 November 2021
Chief Executive's Review
Our businesses have performed well, delivering a strong set of results which has enabled the Group to continue to focus on investing for future growth across the divisions. The results achieved, reflect not only the healthy housebuilding market conditions, following a strong post pandemic recovery, but also the strength of Brickability's positioning within the market.
The Group continues to deliver against its strategic objectives and aim of building a diversified construction materials distribution business. Our expertise in procurement from both the UK and overseas have allowed us to manage industry supply chain pressures including a shortage of HGV drivers and increases in materials prices. Whilst we expected margins to be impacted slightly by industry difficulties, our margin levels remain resilient as our diverse product offering has helped to mitigate the industry wide inflationary price pressures. Our roofing division has not been able to fully recover the significantly increased raw materials costs in the first six months of the year whilst our newly acquired Taylor Maxwell Timber business has delivered record margins.
Group margins are lower than prior years as the Taylor Maxwell business operates on lower margins than the Brickability Group was operating on prior to the acquisition, as noted at the time. The Taylor Maxwell overall margins for the three months since acquisition were exceptionally high due mainly to the unprecedented timber price inflation during this period which has since been reducing from this peak. Consequently, overall Group margins are expected to reduce slightly in the second half of the year back to normalised levels.
Bricks and Building Materials
The Group's footprint and product offering in the bricks and building materials division continued to grow over the period. Brick sales were robust, and demand remains strong from housebuilders, in particular for imported products. Whilst the first half of the year has presented industry wide challenges particularly, product availability and logistics, performance across the bricks division has been very positive and is expected to continue to provide good results as we move into the second half.
In June 2021, we announced the transformational acquisition of Taylor Maxwell. The acquisition has added significant scale and expanded the range of solutions we are able to deliver to our growing client base. We are pleased to announce that the integration of Taylor Maxwell within the wider Group is proceeding successfully. To date, we have focused on leveraging the Finance and IT functions and will shortly commence the adoption of Taylor Maxwell's operational and scheduling systems across the Group which will improve efficiencies by assisting in sales scheduling and forecasting. Since completion, the business has continued to perform strongly and ahead of expectations.
Whilst we continue to focus on identifying potential acquisition opportunities across all our business divisions, organic development remains a priority. During the period, U Plastics, our specialist merchant for facia, soffits and guttering, external cladding and ancillary products opened two new branches in Maidenhead and Enfield expanding its capacity and enabling it to respond to growing demand. Furthermore, following the appointment of a new sales team with significant industry experience and online sales expertise, The Matching Brick Company has more than doubled its sales in H1 compared to the previous year. We were pleased to also see the Group's start-up business Alfiam Building Supplies, following the impact of COVID-19, return to trading in line with expectations and delivering good margins.
Crest Brick, Slate and Tile has performed strongly, and McCann Logistics has continued to run at full capacity and we expect to see its performance improve further in the second half.
Heating, Plumbing and Joinery
Our businesses within the heating, plumbing & joinery division also performed well. Towelrad's range has grown significantly along with sales, driven by increased new housing being built and its ability to meet this demand thanks to strong stock availability. DSH Flooring and FSN Doors also benefitted from the increased demand and FSN Doors, in particular, has won a number a of new orders due to its ability to offer customers faster delivery times by sourcing product from Europe. The HPJ division also includes our ceramic tile business, Forum Tiles. This start-up, launched in January 2021 is currently growing its order book although with investment ahead of sales during H1, this has impacted the divisional margin when compared to the prior year.
Roofing Services
The roofing division has been the most impacted by the current market conditions surrounding the availability and pricing of materials with revenue and margins both down on pre-covid levels. This is expected to continue into the second half with a gradual recovery during the last quarter of our current financial year and into the new financial year as input costs stabilise and sales price increases become effective. Encouragingly, the order books are at an all-time high and we were pleased to announce in August 2021 the acquisition of Leadcraft Ltd which has enabled us to further expand our roofing materials business bringing copper and zinc metal roofing and heritage leadwork capability into the Group.
Post Period
As outlined in the Chairman's Statement, the Group has completed the acquisition of HBS New Energies, since the period end. Founded in 2008, HBS New Energies is a market-leading renewable energy expert, specialising in the design, supply, installation and maintenance of solar PV, battery storage and electric vehicle charging technologies. With extensive cross-sector installation experience and technical expertise, HBS New Energies has built an unrivalled track record in the housebuilding, construction, commercial and industrial and public sectors, offering cost-effective, easy to install, energy saving and scalable technologies that simplify the construction of sustainable, zero-carbon homes. As a market leader with a proven track record, we believe the acquisition of HBS New Energies will further strengthen our strategic positioning within the wider market and enable us to expand into a new product segment.
Management Changes
The Group is pleased to announce that Paul Hamilton, currently Managing Director of the Heating, Plumbing and Joinery Division, has been appointed into the newly created role of Chief Operating Officer ("COO") with immediate effect. The role of COO is not a Board position.
Paul Hamilton has over 15 years' experience in the heating and building supplier market. He joined the Towelrads business in 2004 and became a shareholder and Director in 2008. Paul has overseen the growth of the Towelrads business from sales of less than GBP1 million to over GBP22 million a year. He led a management buyout of the Towelrads business in 2016 and was a founder of DSH Flooring. Paul is currently Managing Director of the Group's Heating, Plumbing and Joinery Division including Towelrads, DSH Flooring, Frazer Simpson and FSN Doors.
As COO Paul will be responsible for the Group's day-to-day operations, reporting to myself.
Outlook
Across the Group, our priority remains securing strong order intakes with clear and sustainable margins.
Our acquisition pipeline remains strong, and we continue to look at potential new businesses that will enhance and broaden Brickability's operations.
As the industry continues to face challenges, we remain cautiously optimistic and believe that our diversified multi business strategy places us in a good position to mitigate any pressures and take advantage of current and anticipated demand. We have entered the second half of the year in a strong position and the Board expects performance to be at least in line with market expectations for the full year.
Alan J Simpson
Chief Executive
30 November 2021
Financial Review
Revenue and gross margin
The Group delivered revenue of GBP223.5 million in the first six months of H1 2021 (H1 2020: GBP75.3 million), representing a total increase of 197.0% (GBP148.2 million). When the impact of acquisitions is excluded from revenue, like for like ("LFL") revenue increased by 53.6% when compared to H1 2020 and 30.4% on a two year LFL versus H1 2019.
The increase in LFL revenue reflects of the recovery that the Group has made following the initial COVID-19 lockdowns in April and May 2020. The significant acquisition of Taylor Maxwell, within the Bricks and Building Materials segment, and the addition of Leadcraft, within the Roofing Services segment, have also contributed to the overall increase compared to H1 2020.
Revenue by division was:
LFL % 2 year
H1 2021 H1 2020 increase LFL %
GBP'000 GBP'000 % Increase change
======================= ========== ========== ============= =========== =========
Bricks and Building
Materials 198,750 60,313 229.5% 53.7% 35.2%
======================= ========== ========== ============= =========== =========
Roofing Services 8,692 4,953 75.5% 50.9% (17.4%)
======================= ========== ========== ============= =========== =========
Heating, Plumbing and
Joinery 16,061 9,991 60.8% 53.3% 15.4%
======================= ========== ========== ============= =========== =========
Total 223,503 75,257 197.0% 53.6% 30.4%
======================= ========== ========== ============= =========== =========
Gross profit for the 6 months increased by 147% to GBP39.0 million (H1 2020: GBP15.8 million) whilst the Group's gross margin percentage decreased to 17.4% (H1 2020: 21.0%) driven primarily by the Taylor Maxwell business as it operates on lower margins than the existing Brickability Group as noted in the Chief Executive's Review.
Adjusted profit and adjusted EBITDA
Statutory profit before tax of GBP11.9 million (H1 2020: GBP5.4 million) includes other items of GBP3.9 million (H1 2020: GBP1.5 million) which are not considered to be part of the Group's underlying operations. These are analysed below the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The Group's adjusted EBITDA increased by 120% to GBP17.6 million for the first six months of 2021, compared to GBP8.0 million in the same period last year, reflecting the impact of the lockdown. EBITDA as a percentage of turnover has fallen to 7.9% (H1 2020: 10.6%) due mainly to the impact of the of the Taylor Maxwell business as noted above.
Adjusted EBITDA by division was:
H1 2021 H1 2020
EBITDA EBITDA
H1 2021 as % H1 2020 as %
GBP'000 turnover GBP'000 turnover
======================= ========== =========== ========== ===========
Bricks and Building
Materials 15,341 7.7% 5,520 9.2%
======================= ========== =========== ========== ===========
Roofing Services 1,269 14.6% 888 17.9%
======================= ========== =========== ========== ===========
Heating, Plumbing and
Joinery 3,563 22.2% 2,515 25.2%
======================= ========== =========== ========== ===========
Central (2,599) - (918) -
======================= ========== =========== ========== ===========
Total 17,574 7.9% 8,005 10.6%
======================= ========== =========== ========== ===========
Earnings per share
Basic EPS was 3.01p per share (H1 2020: 1.89p), while adjusted basic EPS was 4.79p (H1 2020: 2.39p). Adjusted EPS is an underlying EPS, based on the adjusted profit as noted above.
Dividend
The Board is recommending an interim dividend of 0.96p per share (H1 2020: 0.8678p) to shareholders on the register at 28 January 2022. The ex-date and payment date for the dividend will be 27 January 2022 and 24 February 2022 respectively.
Cash flow and net debt
The Group generated operating cash flows before movements in working capital of GBP17.5 million in the first six months of the year compared to GBP8.1 million in the same period in 2020. Cash generated from operations was GBP7.0 million (H1 2020: GBP3.6 million).
The net cash position (cash less bank borrowings) as at 30 September 2021 was GBP2.8 million compared to a net debt position as at 30 September 2020 of GBP2.7m, and is an increase of GBP10.1 million since the net debt position at 31 March 2021.
During the period, the Group raised GBP55 million through the issue of new shares to fund the acquisition of Taylor Maxwell and future bolt-on acquisitions. Initial payments made to acquire these subsidiaries amounted to GBP39.5 million during the period.
Bank facilities
In June 2021, the Group re-financed into a GBP60 million revolving credit facility with an additional GBP25 million accordion, on a club basis with HSBC and Barclays, that runs for 3 years (with the option of two one-year extensions). Total bank debt as at 30 September 2021 was GBP15.6 million with a further GBP44.4 million of undrawn committed facilities available.
Defined benefit pension scheme
The Group acquired a defined benefit pension scheme during the period when it acquired Taylor Maxwell (2017) Limited. However, it has commenced a buy-out process to transfer the risk associated with the scheme. A buy-in contract was incepted on 7 July 2021 and the process is expected to reach the full buy-out stage within the next 9 months.
Subsequent events
In October 2021 , and as previously announced, the Group issued 280,254 new ordinary shares following the vesting and exercising of share options under the Company's Long Term Incentive Plan and Company Share Option Plan. The Group also granted 2,394,286 options under its LTIP and CSOP schemes to its employees.
In November 2021, the Group acquired the entire share capital and 100% of the voting rights in HBS NE Limited, a company specialising in the installation of solar panels and provision of renewable energy services.
There are no other material post balance sheet events.
Mike Gant
Chief Financial Officer
30 November 2021
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 September 2021 (unaudited)
6 months
ended Year ended
30 Sept 6 months 31 March
2021 ended 2021
GBP'000 30 Sept
2020 (Audited)
Notes GBP'000 GBP'000
================================================ ================== ================== ================
Revenue 223,503 75,257 181,084
Cost of sales (184,551) (59,457) (143,112)
============================================ ================== ================== ================
Gross profit 38,952 15,800 37,972
Other operating income - 1 92
Administrative expenses 6 (22,956) (7,722) (20,624)
Impairment losses on financial assets (301) (74) (341)
Depreciation and amortisation (3,254) (2,527) (5,456)
Finance income 15 11 13
Finance expense (503) (454) (845)
Share of post-tax profit/ (loss) of equity
accounted associates 20 - (6)
Fair value (losses)/ gains (110) 381 360
Profit before tax 11,863 5,416 11,165
Tax expense (3,938) (1,064) (1,506)
============================================ ================== ================== ================
Profit for the period and total comprehensive
income 7,925 4,352 9,659
================================================ ================== ================== ================
Attributable to:
==================
Equity holders of the parent 7,960 4,352 9,665
Non-controlling interests (35) - (6)
============================================ ================== ================== ================
7,925 4,352 9,659
==================
Earnings per share
============================================ ================== ================== ================
Basic earnings per share 8 3.01 p 1.89 p 4.19 p
============================================ ================== ================== ================
Diluted earnings per share 8 2.96 p 1.89 p 4.18 p
============================================ ================== ================== ================
Adjusted basic earnings per share 8 4.79 p 2.39 p 5.56 p
============================================ ================== ================== ================
Adjusted diluted earnings per share 8 4.70 p 2.39 p 5.54 p
============================================ ================== ================== ================
Adjusted profit
Adjusted profit excludes those items that are not considered to be directly attributable to the Group's underlying trade. It can be reconciled to statutory profit after tax as follows:
Year ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept
2021 2020 (Audited)
GBP'000 GBP'000 GBP'000
================================================== === =========== ========== ================
Profit for the period 7,925 4,352 9,659
Acquisition costs 999 - 105
Share-based payment expense 880 43 338
Amortisation of intangible assets 1,897 1,748 3,619
Unwinding of discount on contingent consideration 48 75 127
Share of post-tax (profit)/ loss of equity
accounted associates (20) - 6
Fair value losses/ (gains) on contingent
consideration 110 (381) (360)
Tax on adjusting items 798 (332) (687)
======================================================= =========== ========== ================ Adjusted profit for the period 12,637 5,505 12,807 ======================================================= =========== ========== ================
Adjusted EBITDA reflects earnings before interest, tax, depreciation, amortisation and other items considered non-operational in nature. A reconciliation between adjusted EBITDA and statutory profit before tax is included in note 5.
Condensed Consolidated Balance Sheet
Six months ended 30 September 2021 (unaudited)
6 months
ended Year ended
30 Sept 6 months 31 March
2021 ended 2021
GBP'000 30 Sept
2020 (Audited)
Notes GBP'000 GBP'000
================================================= ================== ================= ==============
Non-current assets
Property, plant and equipment 15,860 4,002 9,125
Right of use assets 10,539 5,944 7,945
Intangible assets 133,926 76,302 76,848
Investments in equity accounted associates 241 352 221
Investments in financial assets 125 - 125
Deferred tax assets 98 205 98
Trade and other receivables 491 391 460
================================================= ================== ================= ==============
Total non-current assets 161,280 87,196 94,822
================================================= ================== ================= ==============
Current assets
Inventories 26,807 9,182 12,127
Trade and other receivables 118,788 39,151 42,832
Employee benefits 2,689 - -
Cash and cash equivalents 18,389 13,798 8,592
============================================= ================== ================= ==============
Total current assets 166,673 62,131 63,551
================================================= ================== ================= ==============
Total assets 327,953 149,327 158,373
================================================= ================== ================= ==============
Current liabilities
Trade and other payables (125,885) (33,127) (38,769)
Current income tax liabilities (1,544) (529) (426)
Lease liabilities (1,788) (774) (1,497)
============================================= ================== ================= ==============
Total current liabilities (129,217) (34,430) (40,692)
================================================= ================== ================= ==============
Non-current liabilities
Trade and other payables (13,159) (2,000) (3,153)
Loans and borrowings 11 (15,160) (16,332) (15,750)
Lease liabilities (9,233) (5,481) (6,796)
Provisions (1,225) (1,325) (1,247)
Deferred tax liabilities (6,556) (5,299) (5,301)
Total non-current liabilities (45,333) (30,437) (32,247)
================================================= ================== ================= ==============
Total liabilities (174,550) (64,867) (72,939)
================================================= ================== ================= ==============
Net assets 153,403 84,460 85,434
================================================= ================== ================= ==============
Equity
Called up share capital 2,983 2,305 2,305
Share premium account 112,035 49,999 49,999
Capital redemption reserve 2 2 2
Share-based payment reserve 832 99 266
Merger reserve 1,245 1,245 1,245
Retained earnings 36,347 30,810 31,623
================================================= ================== ================= ==============
Equity attributable to equity holders of the
parent 153,444 84,460 85,440
================================================= ================== ================= ==============
Non-controlling interests (41) - (6)
================================================= ================== ================= ==============
Total equity 153,403 84,460 85,434
================================================= ================== ================= ==============
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 September 2021 (unaudited)
Total
attributable
to equity
Share holders
Share premium Capital Share-based Merger Retained of the Non-controlling
capital account redemption payments reserve Earnings parent interest Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
At 1 April 2020 2,305 49,999 2 56 1,245 26,458 80,065 - 80,065
================================ ===== ====== === ===== ======= ======= === =======
Profit for the six
months to 30 September
2020 - - - - - 4,352 4,352 - 4,352
Total comprehensive
income for the period - - - - - 4,352 4,352 - 4,352
Increase in share-based
payment reserve - - - 43 - - 43 - 43
================================ ===== ====== === ===== ======= ======= === =======
Total contributions
by and distributions
to owners - - - 43 - - 43 - 43
================================ ===== ====== === ===== ======= ======= === =======
At 30 September 2020 2,305 49,999 2 99 1,245 30,810 84,460 - 84,460
================================ ===== ====== === ===== ======= ======= === =======
Profit and total comprehensive
income for the six
months to 31 March
2021 - - - - - 5,313 5,313 (6) 5,307
Dividends paid - - - - - (4,500) (4,500) - (4,500)
Increase in share-based
payment reserve - - -167 - - 167 - 167
================================ ===== ====== === ===== ======= ======= === =======
Total contributions
by and distributions
to owners - - -167 - (4,500) (4,333) - (4,333)
================================ ===== ====== === ===== ======= ======= === =======
At 31 March 2021 2,305 49,999 2266 1,245 31,623 85,440 (6) 85,434
================================ ===== ====== === ===== ======= ======= === =======
At 1 April 2021 2,305 49,999 2266 1,245 31,623 85,440 (6) 85,434
========================= ===== ========== === ===== ======= ======= ==== =======
Profit for the six
months to 30 September
2021 - - - - - 7,960 7,960 (35) 7,925
Total comprehensive
income for the period - - - - - 7,960 7,960 (35) 7,925
Dividends paid - - - - - (3,236) (3,236) - (3,236)
Issue of paid shares 678 64,322 - - - - 65,000 - 65,000 Share issue costs (2,286) - - - - (2,286) - (2,286) Increase in share-based payment reserve - - -566 - - 566 - 566 ========================= ===== ========== === ===== ======= ======= ==== ======= Total contributions by and distributions to owners 678 62,036 -566 - (3,236) 60,044 - 60,044 ========================= ===== ========== === ===== ======= ======= ==== ======= At 30 September 2021 2,983 112,035 2832 1,245 36,347 153,444 (41) 153,403 ========================= ===== ========== === ===== ======= ======= ==== =======
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 September 2021 (unaudited)
Year ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept
2021 2020 (Audited)
GBP'000 GBP'000 GBP'000
============================================ ==================== ================== ========== ================
Operating activities
Profit for the six months ended 30 September 7,925 4,352 9,659
Adjustments for:
Depreciation of property, plant and equipment 472 334 726
Depreciation of right of use assets 885 445 1,111
Amortisation of intangible assets 1,897 1,748 3,619
(Gain)/ Loss on disposal of property,
plant & equipment (6) 14 4
and right of use assets
Foreign exchange (gains)/ losses (13) 68 (19)
Share-based payments expense 880 43 338
Share of post-tax (profit)/ loss in equity
accounted associates (20) - 6
Fair value changes in contingent consideration 110 (381) (360)
Movements in provisions (22) (64) (142)
Finance income (15) (11) (13)
Finance expense 503 454 845
Acquisition expenses 999 - 105
Income tax expense 3,938 1,064 1,506
Operating cash flows before movements in
working capital 17,533 8,066 17,385
Changes in working capital:
(Increase)/ Decrease in inventories (5,540) 609 (2,011)
Increase in trade and other receivables (11,263) (2,591) (4,077)
Increase/ (Decrease) in trade and other
payables 6,230 (2,494) 1,792
================================================================== ================== ========== ================
Cash generated from operations 6,960 3,590 13,089
Payment of exceptional acquisition expenses (999) - (105)
Interest received 15 11 13
Interest paid (161) (241) (367)
Income taxes paid (2,541) (1,144) (2,435)
================================================================== ================== ========== ================
Net cash generated from operating activities 3,274 2,216 10,195
================================================================== ================== ========== ================
Investing activities
Purchase of property, plant and equipment (3,589) (119) (5,669)
Proceeds from sale of property, plant and
equipment 35 9 59
Proceeds from sale of right of use assets - - 9
Acquisition of subsidiaries (39,467) - (2,548)
Net cash acquired with subsidiary undertakings 2,679 - 2,274
Net cash used in investing activities (40,342) (110) (5,875)
================================================================== ================== ========== ================
Financing activities
Equity dividends paid (3,236) - (4,500)
Proceeds from issue of ordinary shares 55,000 - -
Payment of share issue costs (2,286) - -
Proceeds from bank borrowings 41,100 - 3,400
Repayment of bank borrowings (41,400) (8,500) (12,500)
Payment of lease liabilities (1,094) (561) (1,398)
Payment of deferred and contingent
consideration (847) (6,427) (7,883)
Payment of transaction costs relating to
loans
and borrowings (375) (90) (90)
Net cash generated from/ (used in) financing
activities 46,862 (15,578) (22,971)
============================================= =================== ================== ========== ================
Net increase/ (decrease) in cash and cash
equivalents 9,794 (13,472) (18,651)
Cash and cash equivalents at beginning of
period 8,592 27,269 27,269
Effect of changes in foreign exchange rates 3 1 (26)
Cash and cash equivalents at end of period 18,389 13,798 8,592
============================================= =================== ================== ========== ================
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 September 2021 (unaudited)
1. General Information
Brickability Group plc (the 'Company' or the 'Group') is a public company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 (registration number 11123804) and registered in England and Wales. The registered office address is c/o Brickability Limited, South Road, Bridgend Industrial Estate, Bridgend, United Kingdom, CF31 3XG.
Copies of this Interim Report may be obtained from the registered address or from the Investors section of the Company's website at www.brickabilitygroupplc.com.
2. Basis of Preparation
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 March 2021. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understanding changes in the Group's financial position and performance since the last annual financial statements.
The Annual Report and Accounts for the year ended 31 March 2021 was audited and has been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for the year ended 31 March 2021 was not qualified and did not contain statements under s498(2) or (3) of the Companies Act 2006.
The financial information for the six months ended 30 September 2021 and 30 September 2020 is unaudited and has not been reviewed by the Company's auditors.
The interim financial statements are presented in pounds sterling, which is the functional currency of the Group. Amounts are rounded to the nearest thousand, unless otherwise stated.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis in preparing these interim financial statements.
3. Significant Accounting Policies
The Group has applied the same accounting policies in these interim financial statements as in its 2021 annual financial statements. There have been no significant amendments or new standards introduced during the period that would have a material impact on the amounts reported.
4. Use of judgements and estimates
The significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty for the interim financial statements are the same as those described in the 2021 annual financial statements.
5. Segmental analysis
The Group generates revenue through three main activities and thus has three reportable segments, as follows:
-- Bricks and Building Materials, which incorporates the sale of superior quality building materials to all sectors of the construction industry including national house builders, developers, contractors, general builders and retail to members of the public;
-- Roofing Services, which incorporates the supply of roofing construction services, primarily within the residential construction sector; and
-- Heating, Plumbing and Joinery, which incorporates the sale of high-performance joinery materials and the distribution of radiators and associated parts and accessories.
Inter-segment sales are eliminated from the results reported to the chief operating decision maker (CODM) and from the consolidated interim financial statements.
6 months ended 30 September 6 months ended 30 September
2021 2020
================================================== ==================================================
Bricks Heating, Bricks Heating,
and Plumbing and Plumbing
Building Roofing and Building Roofing and
Materials Services Joinery Consolidated Materials Services Joinery Consolidated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============== =========== ========== ========== ============= =========== ========== ========== =============
Revenue from
sale
of goods 192,141 - 16,061 208,202 60,313 - 9,991 70,304
Revenue from
rendering
of services 6,609 8,692 - 15,301 - 4,953 - 4,953
============== =========== ========== ========== ============= =========== ========== ========== =============
Total revenue 198,750 8,692 16,061 223,503 60,313 4,953 9,991 75,257
=========== ========== ========== =========== ========== ==========
EBITDA 15,341 1,269 3,563 20,173 5,520 888 2,515 8,923
=========== ========== ========== =========== ========== ==========
Centralised
costs (2,605) (904)
(Loss)/
profit on
disposal of
assets 6 (14)
Group
adjusted
EBITDA 17,574 8,005
Depreciation (1,357) (779)
Amortisation (1,897) (1,748)
Acquisition
costs (999) -
Share-based (880) -
payment
expense
Finance
income 15 11
Finance
expense (503) (454)
Share of
results
of associates 20 -
Fair value
gains
and losses (110) 381
Group profit
before
tax 11,863 5,416
============== =========== ========== ========== ============= =========== ========== ========== =============
Year ended 31 March 2021
(Audited)
============================================ =============
Bricks Heating,
and Building Roofing Plumbing
Materials Services and Joinery Consolidated
GBP'000 GBP'000 GBP'000 GBP'000
======================== =============== =========== ============== =============
Revenue from sale
of goods 141,019 - 24,452 165,471
Revenue from rendering
of services 3,187 12,426 - 15,613
======================== =============== =========== ============== =============
Total revenue 144,206 12,426 24,452 181,084
=============== =========== ==============
EBITDA 11,662 2,571 5,766 19,999
=============== =========== ==============
Centralised costs (2,453)
Profit on disposal
of assets (4)
=============
Group adjusted EBITDA 17,542
Depreciation (1,837)
Amortisation (3,619)
Acquisition costs (105)
Share-based payment
expense (338)
Finance income 13
Finance expense (845)
Share of results
of associates (6)
Fair value gains
and losses 360
Group profit before
tax 11,165
======================== =============== =========== ============== =============
6 months ended 30 September 6 months ended 30 September
2021 2020
================================================== ====================================================
Bricks Heating, Bricks Heating,
and Plumbing and Plumbing
Building Roofing and Building Roofing and
Materials Services Joinery Consolidated Materials Services Joinery Consolidated
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
============= =========== ========== ========== ============= =========== ========== ========== =============
Non-current
segment
assets 108,862 23,036 28,918 160,816 40,958 19,512 26,167 86,637
Current
segment
assets 146,670 5,505 13,543 165,718 42,448 6,584 10,970 60,002
============= =========== ========== ========== ============= =========== ========== ========== =============
Total
segment
assets 255,532 28,541 42,461 326,534 83,406 26,096 37,137 146,639
Investment
in
associates 241 352
Investments 125 -
in financial
assets
Deferred tax
assets 98 205
Head office 955 2,131
============= =========== ========== ========== ============= =========== ========== ========== =============
Group assets 327,953 149,327
============= =========== ========== ========== ============= =========== ========== ========== =============
Total segment liabilities (120,161) (3,882) (6,547) (130,590) (29,900) (4,172) (4,943) (39,015)
Loans and borrowings
(excluding leases
and
overdrafts) (15,160) (16,332)
Derivative financial
liabilities - -
Deferred tax liabilities (6,556) (5,299)
Other unallocated
central
liabilities (22,244) (4,221)
=========================== ========== ======== ======== ========== ========= ======== ======== =========
Group liabilities (174,550) (64,867)
=========================== ========== ======== ======== ========== ========= ======== ======== =========
Year ended 31 March 2021
(Audited)
============================================ =============
Bricks Heating,
and Building Roofing Plumbing
Materials Services and Joinery Consolidated
GBP'000 GBP'000 GBP'000 GBP'000
========================== =============== =========== ============== =============
Non-current segment
assets 46,276 18,235 29,867 94,378
Current segment assets 45,635 3,799 12,582 62,016
========================== =============== =========== ============== =============
Total segment assets 91,911 22,034 42,449 156,394
Investment in associates 221
Investments in financial
assets 125
Deferred tax assets 98
Head office 1,535
========================== =============== =========== ============== =============
Group assets 158,373
========================== =============== =========== ============== =============
Total segment liabilities (37,570) (2,815) (7,040) (47,425)
Loans and borrowings
(excluding leases
and
overdrafts) (15,750)
Deferred tax liabilities (5,301)
Other unallocated
central
liabilities (4,463)
=========================== ========= ======== ======== =========
Group liabilities (72,939)
=========================== ========= ======== ======== =========
6. Government grants
Included within administrative expenses, in the six months to September, is an amount of GBPnil (2020: GBP1,358,000 and year ended 31 March 2021: GBP1,360,000) in respect of government grants received in response to the global COVID-19 pandemic. In the prior periods, GBP30,000 related to business rates support, while the remainder relates to supporting the payroll costs of the Group's employees. The Group has elected to deduct the grant income from the associated expenses. The Group does not have any unfulfilled obligations relating to the support schemes.
7. Dividends
Year ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept
2021 2020 (Audited)
GBP'000 GBP'000 GBP'000
============================================== =================== === ========== ========== ===============
Amounts recognised as distributions to equity
holders in the period:
Final dividend for the year ended 31 March
2021 of 1.0850p per share
(31 March 2021: for the year ended 31 March
2020 of 1.0850p per share) 3,236 - 2,500
Interim dividend for the year ended 31 March
2022
(31 March 2021: for the year ended 31 March
2021 of 0.8678p per share) - - 2,000
======================================================================== ========== ========== ===============
Total dividends paid during the period 3,236 - 4,500
======================================================================== ========== ========== ===============
The Directors recommend that an interim dividend of 0.96p per ordinary share be paid for the year ended 31 March 2022. This dividend has not been included as a liability in these interim financial statements.
8. Earnings per share
Earnings per share (EPS) is calculated by dividing the profit for the year, attributable to ordinary equity holders of the parent, by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the profit for the year, attributable to ordinary equity holders, by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following data:
6 months ended 30 September 6 months ended 30 September
2021 2020
==================================== ====================================
Weighted Weighted
average average
number Earnings number Earnings
Earnings of per share Earnings of per share
GBP'000 shares (p) GBP'000 shares (p)
=============================== ========= ============ =========== ========= ============ ===========
Basic earnings per share 7,960 264,356,685 3.01 4,352 230,458,821 1.89
Effect of dilutive securities
Employee share options - 5,017,128 - - 68,223 -
Diluted earnings per
share 7,960 269,373,813 2.96 4,352 230,527,044 1.89
=============================== ========= ============ =========== ========= ============ ===========
Year ended 31 March
2021 (Audited)
====================================
Weighted
average
number Earnings
Earnings of per share
GBP'000 shares (p)
=============================== ========= ============ ===========
Basic earnings per share 9,665 230,458,821 4.19
Effect of dilutive securities
Employee share options - 629,983 -
Diluted earnings per
share 9,665 231,088,804 4.18
=============================== ========= ============ ===========
Adjusted earnings per share and adjusted diluted earnings per share, based on the adjusted profit attributable to the equity holders of the parent (adjusted profit for the period add non-controlling interest share of loss), is based on the following data:
6 months ended 30 September 6 months ended 30 September
2021 2020
==================================== ====================================
Weighted Weighted
average average
number Earnings number Earnings
Earnings of per share Earnings of per share
GBP'000 shares (p) GBP'000 shares (p)
=============================== ========= ============ =========== ========= ============ ===========
Adjusted basic earnings
per share 12,672 264,356,685 4.79 5,505 230,458,821 2.39
Effect of dilutive securities
Employee share options - 5,017,128 - - 68,223 -
Adjusted diluted earnings
per share 12,672 269,373,813 4.70 5,505 230,527,044 2.39
=============================== ========= ============ =========== ========= ============ ===========
Year ended 31 March
2021 (Audited)
====================================
Weighted
average
number Earnings
Earnings of per share
GBP'000 shares (p)
=============================== ========= ============ ===========
Adjusted basic earnings
per share 12,813 230,458,821 5.56
Effect of dilutive securities
Employee share options - 629,983 -
Adjusted diluted earnings
per share 12,813 231,088,804 5.54
=============================== ========= ============ ===========
9. Business combinations
The Group acquired the entire share capital and 100% of the voting rights in the following companies during the period:
Acquisition
Company acquired date
============================= ===============
Taylor Maxwell (2017) Limited 30 June 2021
Leadcraft Limited 30 July 2021
============================= ===============
The book value of the assets acquired and liabilities assumed on acquisition are as follows:
Taylor
Maxwell
(2017) Leadcraft
Limited Limited
GBP'000 GBP'000
================================ ========= ==========
Property plant and equipment 3,519 128
Right of use assets 2,971 103
Inventory 9,126 13
Trade and other receivables 63,939 778
Employee benefits 2,689 -
Cash and cash equivalents 2,585 94
Trade and other payables (72,726) (247)
Current income tax liabilities (380) (138)
Lease liabilities (3,115) (103)
Deferred tax (439) (18)
=================================== ========= ==========
Total identifiable net assets 8,169 610
=================================== ========= ==========
Goodwill 54,086 4,890
=================================== ========= ==========
Total consideration 62,255 5,500
=================================== ========= ==========
Satisfied by:
Cash paid 36,167 3,300
Share consideration 10,000 -
Deferred cash consideration 3,088 1,320
Contingent consideration 13,000 880
================================ ======= ======
Total consideration 62,255 5,500
================================ ======= ======
Due to the timing of the acquisitions, a detailed assessment of the fair value of all identifiable net assets, and the value of any uncollectable contractual cash flows, has not yet been completed at the date of these interim financial statements. The goodwill figure is therefore expected to change. Residual goodwill will primarily comprise the value of the assembled workforce and expected synergies arising from the acquisition. None of the goodwill is expected to be deductible for tax purposes.
Included within the assets acquired for Taylor Maxwell (2017) Limited is GBP2,178,000 in respect of a surplus on a defined benefit pension scheme. The Group has commenced a buy-out process to transfer the risk associated with the scheme. A buy-in contract was incepted on 7 July 2021 and the process is expected to reach the full buy-out stage within the next 9 months.
The above consideration is subject to post completion adjustments and the deferred and contingent consideration is undiscounted. The share consideration resulted in 9,900,990 new ordinary shares being issued during the period.
The acquisitions were carried out in order to expand the Group's customer base and position in the UK market, increase its product offering and enhance its provision of environmentally sustainable and efficient roofing products and services.
Included in the consolidated financial statements are the following amounts of revenue and profit in respect of the subsidiaries acquired:
Taylor
Maxwell
(2017) Leadcraft
Limited Limited
GBP'000 GBP'000
============ ========= ==========
Revenue 89,703 801
=============== ========= ==========
Net profit 4,558 164
=============== ========= ==========
Had the current year business combinations taken place at the beginning of the financial period, the Group's revenue for the period would have been GBP309,475,000 and Group profit would have been GBP11,628,000.
Total acquisition related costs amounted to GBP999,000. Acquisition related costs in connection with the above companies, included in administrative expenses, amounted to GBP991,000 as shown below, the difference being aborted acquisition costs.
Taylor
Maxwell
(2017) Leadcraft
Limited Limited
GBP'000 GBP'000
=================== ========= ==========
Acquisition costs 909 82
====================== ========= ==========
Contingent consideration
The Group has entered into contingent consideration arrangements during the purchase of several subsidiaries. Final amounts payable under these agreements are all subject to future performance and the acquired business achieving pre-determined EBITDA targets, over the three years following acquisition.
The fair value of all contingent consideration is based on a discounting cash flow model, applying a discount rate of between 1.7% and 4.9% to the expected future cash flows.
Summarised below are the fair values of the contingent consideration at both acquisition and reporting date, the potential undiscounted amount payable and the discount rates applied within the discounting cash flow models, for each acquisition where contingent consideration arrangements remain in place.
Undiscounted Undiscounted
amount amount
Discount Fair value Fair value Fair value payable payable
rate at at 30 September at 30 September 30 September 30 September
Company acquisition 2021 2020 2021 2020
acquired GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
=============== =============== ================== =============== =============== ============== ==============
The Bespoke
Brick Company
Limited 4.9% - - - - -
Brickmongers
(Wessex)
Ltd 4.8% 138 - 27 - 29
CPG Building
Supplies
Limited 4.0% (201) - - - -
U Plastics
Limited 3.5% 2,208 2,306 2,228 2,400 2,400
Bathroom Barn
Limited 1.7% 231 227 - 233 -
McCann
Logistics Ltd 1.7% 889 890 - 913 -
As noted above, the amounts included in respect of Taylor Maxwell (2017) Limited and Leadcraft Limited are undiscounted, pending completion of a detailed fair value assessment.
The total potential undiscounted amount payable in respect of U Plastics ranges from GBP246,000 to GBP2,400,000 (2020: GBPnil to GBP2,400,000). The total potential undiscounted amount payable in respect of Taylor Maxwell (2017) Limited ranges from GBPnil to GBP13,000,000 and the undiscounted amount payable in respect of Leadcraft Limited ranges from GBPnil to GBP880,000. It is not possible to determine a range of outcomes for the other companies acquired as the arrangements do not contain a maximum payable.
A sensitivity in respect of the inputs into the discounted cash flow model, determining the contingent consideration, is outlined in note 10.
10. Financial instruments
Fair values
The significant unobservable inputs used in the fair value measurements categorised within level 3 of the fair value hierarchy, together with a quantitative sensitivity analysis at 30 September 2021 and 31 March 2021 are shown below:
Significant
Valuation Unobservable Range/ Sensitivity of the
Financial instrument technique inputs estimate input to fair value
==================== =========== ============================ ============= ====================================
Contingent Present Assumed probability-adjusted Sept 2021: The higher the adjusted
Consideration value of EBITDA of acquired GBP1,110,000 EBITDA, the higher the
in a business future entities. - fair value. If forecast
combination cash flows GBP3,766,000 EBITDA was 10% higher,
(note 9) while all other variables
Sept 2020: remained constant, the
GBP917,000 - fair value of the overall
GBP4,038,000 contingent consideration
liability would increase
March 2021: by GBP327,000 (2020:
GBP1,142,000 GBP24,000). A 10% decrease
- in EBITDA would result
GBP3,852,000 in a decrease in the
liability of GBP335,000
(2020: GBP130,000).
(March 2021: increase
of GBP140,000 and decrease
of GBP424,000)
Discount rate
The higher the discount
Sept 2021: rate, the lower the fair
1.7% - 4.9% value. If the discount
rate applied was 2%
Sept 2020: higher,
3.5% - 4.8% while all other variables
remained constant, the
March 2021: fair value of the overall
1.7% - 4.9% contingent consideration
liability would decrease
by GBP85,000 (2020:
GBP94,000).
A 2% decrease in the
rate would result in
an increase in the
liability
of GBP82,000 (2020:
GBP98,000).
(March 2021: decrease
of GBP110,000 and increase
of GBP108,000)
==================== =========== ============================ ============= ====================================
Reconciliation of level 3 fair value measurements of financial instruments
Year ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept
2021 2020 (Audited)
Contingent consideration liability GBP'000 GBP'000 GBP'000
======================================== =================== === ========== ========== ===============
At 1 April 3,442 2,357 2,357
Additions through business combinations 13,880 - 1,120
Finance expense charged to profit
or loss 46 42 89
Settlement (175) 236 236
Fair value (gains)/ losses recognised
in profit or loss 110 (381) (360)
================================================================== ========== ========== ===============
At 30 September/ 31 March 17,303 2,254 3,442
================================================================== ========== ========== ===============
11. Loans and borrowings
Year ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept
2021 2020 (Audited)
GBP'000 GBP'000 GBP'000
=============================================== ========== ============= ===============
Current loans and borrowings at 1 April - - -
Non-current loans and borrowings at 1 April 15,750 24,912 24,912
========== ============= ===============
Total loans and borrowings at 1 April 15,750 24,912 24,912
Issue of bank loans 41,100 - 3,400
Repayment of bank loans (41,400) (8,500) (12,500)
Payment of transactions costs (375) (90) (90)
Other movements* 85 10 28
Loans and borrowings at 30 September/ 31 March 15,160 16,332 15,750
=============================================== ========== ============= ===============
Analysed as:
Current loans and borrowings - - -
Non-current loans and borrowings 15,160 16,332 15,750
=============================================== ========== ============= ===============
Loans and borrowings at 30 September/ 31 March 15,160 16,332 15,750
=============================================== ========== ============= ===============
*Other movements relate to interest accrued, arrangement fees incurred and the amortisation of those fees.
The Directors consider that the carrying amount of loans and borrowings approximates to their fair value.
12. Related party transactions
Transactions and balances between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.
Transactions with directors
Included within receivables are the following balances due from a director and former director:
Year
ended
6 months 6 months 31 March
ended ended 2021
30 Sept 30 Sept (Audited)
2021 2020
GBP'000 GBP'000 GBP'000
========================= =========== ============= ==============
Directors' loan accounts - 978 978
========================= =========== ============= ==============
The amounts advanced were for the purpose of paying up the subscription price for ordinary D shares of GBP0.01 each. The loans were unsecured and interest free and repayable on the sale of any of the shares held in the Company by the director and former director. The balances were repaid in full during the period.
Key management personnel
Year ended
31 March
2021
6 months 6 months (Audited)
ended ended GBP'000
30 Sept 30 Sept
2021 2020
GBP'000 GBP'000
====================================== =================== =========== =========== ==============
Key management personnel compensation
Short-term employee benefits 1,252 1,073 3,219
Post-employment benefits 18 36 75
Share-based payment expense 168 2 96
1,438 1,111 3,390
========================================================== =========== =========== ==============
A finance expense was recognised, in the period, of GBPnil (2020: GBP12,000 and year to 31 March 2021: GBP16,000), in respect of the unwinding of the discount applied to deferred consideration due to key management.
During the interim period, the Group made sales amounting to GBP7,000 (2020: GBP5,000 and year to 31 March 2021: GBP13,000) to members of key management. A balance of GBPnil (2020: GBP1,000 and 31 March 2021: GBP7,000) was included within trade receivables at the reporting date, in respect of these sales.
Other related parties
Included within trade receivables/ payables are the following amounts due from/ to other related parties, at the reporting date:
Amounts owed Amounts owed
by related parties to related parties
=========== =========================== =========== =================== ==============
Year Year
ended ended
6 months 6 months 31 March 6 months 6 months 31 March
ended ended 2021 ended ended 2021
30 Sept 30 Sept (Audited) 30 Sept 30 Sept (Audited)
2021 2020 2021 2020
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
====================== =========== =========== ============== =========== =================== ==============
Associates - 30 - 138 45 88
Other related parties - - - - - 24
====================== =========== =========== ============== =========== =================== ==============
- 30 - 138 45 112
====================== =========== =========== ============== =========== =================== ==============
Transactions undertaken between the Group and its related parties during the year were as follows:
Purchases from related
parties
Year
ended
6 months 6 months 31 March
2021
ended ended (Audited)
30 Sept 30 Sept GBP'000
2021 2020
GBP'000 GBP'000
====================== =================== =========== =========== ==============
Associates 297 179 474
Other related parties 109 89 199
=========================================== =========== =========== ==============
406 268 673
========================================== =========== =========== ==============
Other related parties comprise of entities owned by directors and key management. Purchases relate to rent and administrative expenses.
A finance expense of GBPnil (2020: GBP16,000 and year to 31 March 2021: GBP21,000) was recognised during the interim period in respect of the unwinding of the discount applied to deferred consideration due to close relatives of key management.
13. Post balance sheet events
On 14 October 2021, the Group issued 280,254 new ordinary shares following the vesting and exercising of share options under the Company's Long Term Incentive Plan and Company Share Option Plan. Following this issue, the total number of shares in issue is 298,534,802.
On 21 October 2021, the Group granted 2,394,286 options under its LTIP and CSOP schemes to its employees. The options were granted on the same terms as previous awards and are subject to a performance period from 1 April 2021 to 31 March 2024.
On 23 November 2021, the Group completed the acquisition of the entire share capital and 100% of the voting rights in HBS NE Limited, a company specialising in the installation of solar panels and provision of renewable energy services.
The acquisition broadens our offering to customers whilst also supporting the Group's own sustainability commitments.
The book value of the separable assets acquired and liabilities assumed are estimated as follows:
GBP'000
=============================== ========
Property plant and equipment 17
Inventory 86
Trade and other receivables 481
Trade and other payables (433)
Total identifiable net assets 151
=================================== ========
Due to the timing of the acquisition, a detailed assessment of the fair value of the identifiable net assets, and value of any uncollectable contractual cash flows, has not yet been completed at the date of approving these interim financial statements.
The total consideration expected to be payable is:
GBP'000
Cash 3,276
Contingent consideration 2,184
============================== ========
Total consideration 5,460
============================== ========
The above consideration is subject to post completion adjustments.
The contingent consideration is subject to future performance of the acquired business, measured against agreed adjusted EBITDA targets, over the five years following acquisition. Due to the timing of the acquisition, the above value represents an initial undiscounted estimate of contingent consideration payable. It is not possible to determine a range of outcomes for the contingent consideration payable as the arrangement does not contain a maximum payable.
It is expected that goodwill will arise on the acquisition and this will primarily comprise the value of expected synergies arising from the acquisition and value of the assembled workforce. This goodwill is not expected to be deductible for tax purposes.
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(END) Dow Jones Newswires
December 01, 2021 02:00 ET (07:00 GMT)
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