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Final results for the year ended 31 March 2023

17 Jul 2023 07:00

RNS Number : 1433G
Brickability Group PLC
17 July 2023
 

Brickability Group PLC 

LEI:213800SK28MWXB3K3P26

17 July 2023

Brickability Group PLC

("Brickability" or "the Group")

 

Final results for the year ended 31 March 2023

 

Good performance across all divisions

 

Brickability Group PLC (AIM: BRCK), the leading construction materials distributor, is pleased to announce its audited final results for the twelve-month period ended 31 March 2023.

 

Financial Highlights

 

Revenue increased by 30.9% to £681.1m (2022: £520.2m)

Group like-for-like(1) revenue growth of 4.0% versus 2022 (15.4% excluding timber) and 31.9% versus 2021

Gross profit increased by 30.0% to £112.9m (2022: £86.8m)

Gross profit margin of 16.6% (2022: 16.7%), with the slight reduction anticipated due to the full-year inclusion of Taylor Maxwell

Adjusted EBITDA(2) increased by 30.4% to £51.5m (2022: £39.5m)

Adjusted Profit before tax(3) increased by 28.5% to £44.6m (2022: £34.7m)

Statutory Profit before tax increased by 87.5% to £34.5m (2022: £18.4m)

Statutory EPS increased by 110.5% to 9.26p (2022: 4.40p)

Adjusted EPS increased by 18.6% to 11.93p (2022: 10.06p)

Net debt as at 31 March £8.0m (2022: net cash £0.4m)

Final dividend proposed of 2.15 pence per share giving a total dividend for the year of 3.16p, an increase of 5.3% (2022: 3.00p)

 

 

 

2023

2022

% Change

 

£m

£m

Revenue

681.1

520.2

30.9%

Gross profit

112.9

86.8

30.0%

Adjusted EBITDA (1)

51.5

39.5

30.4%

Adjusted profit before tax (2)

44.6

34.7

28.5%

Profit before tax

34.5

18.4

87.5%

Adjusted EPS (3)

 11.93p

 10.06p

18.6%

EPS

 9.26p

 4.40p

110.5%

Net (debt)/cash (4)

(8.0)

0.4

-

Annual dividends paid and proposed per share

 3.16p

 3.00p

5.3%

 

 

 

Operational Summary

 

Good performance reflecting the Group's strategic position within the industry, despite a challenging sector environment.

 

Acquisitions of Modular Clay Products in May 2022, E.T. Clay and Heritage Clay Tile in September 2022, with all acquisitions integrated and contributing to the Group's results.

 

Further expansion of the Distribution division, with property purchased to facilitate continued new branch openings within the U Plastics business and a warehouse for HBS NE (trading as UPOWA).

 

Post Period and Outlook

 

Acquisition of Precision Façade Systems Ltd ("FSL") in June 2023 for £0.6m.

Ongoing review and progression of acquisition opportunities.

Announcement of CEO succession with Frank Hanna, currently joint CEO of Michelmersh Brick Holdings plc, to join the Group as CEO Designate. Alan Simpson to remain with the business.

As previously announced, and whilst remaining conscious of the challenges in some of our segments in the short-term, the Group believes that the underlying long-term demand for UK housing remains robust as does the demand for quality materials for the construction sector generally. The Board remains confident that the Group is well placed to continue delivering on its strategic objectives and the underlying organic growth of the business and, notwithstanding a number of industry participants publicly communicating their own expectations of volume reductions in the near term, trading in the current financial year to date has remained in line with Board expectations.

Whilst mindful of the broader macroeconomic uncertainties the Board believes that its diversified multi-business strategy places it in a good position to meet stakeholder requirements moving forward for the long-term.

 

 

John Richards, Chairman of Brickability, said:

 

"It has been another strong twelve months for the Group. Our continued focus on the strategic expansion and diversification of the business has seen the Group achieve impressive growth in the year. Over the past year, the housebuilding market has been faced with new challenges arising from the macroeconomic and geopolitical environment. Considering the headwinds faced in the wider market environment, the Board is very pleased with the Group's performance. The results we achieved this year are thanks to the dedication and determination of our people, who look to consistently deliver excellent service while seizing opportunities as they arise."

 

 

(1)

like-for-like revenue is a measure of growth in sales, adjusted for the impact of acquisitions.

(2)

Earnings before interest, tax, depreciation, amortisation and other non-underlying items (See Financial Review and note 5).

(3)

Statutory profit before tax excluding non-underlying items (see Financial Review and note 5).

(4)

Adjusted profit after tax (statutory profit after tax before non-underlying items) divided by the weighted average number of shares in the year.

(5)

Bank borrowings less cash (2022: Cash less bank borrowings).

 

Enquiries:

 

 

Brickability Group PLC

John Richards, Chairman

Alan Simpson, Chief Executive Officer

Mike Gant, Chief Financial Officer

 

via Montfort Communications

 

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 PR)

James Olley

+44 (0) 203 514 0897 brickability@montfort.london

 

Ella Henderson

 

 

This announcement contains inside information.

 

About Brickability

 

Brickability is a leading construction materials distributor, serving customers across the UK and Europe for over 37 years through its national and local networks. The Group supplies over 500m bricks annually and has over 70 locations across the country with over 700 employees.

 

 

Chairman's Statement

 

Overview

It has been another strong twelve months for the Group. Our continued focus on the strategic expansion and diversification of the business has seen the Group achieve impressive growth in the year. Across our four business divisions, the Group has maintained strong momentum, delivering an excellent financial performance for the year ended 31 March 2023 with revenue of £681.1 million, up 30.9% from the previous year, and an adjusted EBITDA of £51.5 million, up 30.4%.

 

Over the past year, the housebuilding market has been faced with new challenges arising from the macroeconomic and geopolitical environment. Considering the headwinds faced in the wider market environment, the Board is very pleased with the Group's performance. The results we achieved this year are thanks to the dedication and determination of our people, who look to consistently deliver excellent service while seizing opportunities as they arise.

 

While major housebuilders reported some improvement in sales rates in the first calendar quarter of 2023, the market has experienced a slowdown in housebuilding, particularly in the first-time buyer sector. Despite these challenges, the fundamentals of the housebuilding market remain strong. The Board is confident in the Group's ability to continue delivering on its strategy and deliver attractive returns, but we remain cautious about the market outlook.

 

Acquisitions

This year, we continued to benefit from the strategic decision to diversify and expand the Group's product portfolio and end-use markets. We announced three acquisitions in the period, adding to the scale of our business and increasing the Group's client base.

 

In May 2022, we completed the acquisition of Modular Clay Products Ltd. This acquisition significantly increased the Group's presence in the specification sector, which we previously addressed through our Taylor Maxwell and Bespoke Brick Company businesses. It brought with it new access to a range of European manufacturers, further boosting our strong import capabilities.

 

We were also pleased to complete the acquisition of E.T. Clay Products Limited and Heritage Clay Tiles Limited in September 2022. These acquisitions represented another important step in the growth of our importing division, by expanding the supply base of the Group through new access to a range of overseas manufacturers. Post period in June 2023, we completed the acquisition of FSL for consideration of £0.6 million.

 

Environmental, Social and Governance

As the Group continues to grow, we remain committed to our responsibility as a business to address ESG priorities. In March, we published our 'Together for the Future' strategy - our roadmap to transition to a business that delivers consistent financial returns to our shareholders and maximises long-term value for our employees, suppliers and customers, while having a positive impact on the environment, people and communities.

 

A central goal of our ESG strategy is to reach net zero in our own Scope 1 and Scope 2 operations of our sales businesses by 2030. To minimise our environmental impact and cut carbon emissions, this year we introduced a new fleet of electric company cars and started the rollout of installing EV chargers at our offices and warehouses.

 

We recognise that in order to achieve meaningful change, we need to work in partnership with our employees, customers, partners, and suppliers. As noted later in the Annual Report and Accounts, as part of our ESG strategy, we set a goal to engage with the Supply Chain Sustainability School (SCSS) and obtain a Gold-level membership. The SCSS is an award-winning and industry-wide collaboration that encourages everyone in the supply chain to work together for a sustainable future for the built environment. I am delighted to say that we achieved our goal. Engaging with the SCSS has increased our team's knowledge and confidence on issues surrounding sustainability, particularly with our valued suppliers and customers.

 

Our charitable foundation goes from strength to strength in supporting causes in the communities of our places of operation. Since its launch last year, the Brickability Group Foundation Trust has not only supported incredible causes but has also inspired many of our staff to take action personally to raise money and volunteer in our local community. Under the Foundation's charter, the Group donates 0.5% of its Adjusted EBITDA in each financial year to the Foundation and matches funds raised through our employees' fundraising efforts. This year the Group will be donating £257k (2022: £200k) to the Foundation. The Foundation has donated £120k across various charities this year (2022: £55k).

 

The Group is committed to creating an inclusive and diverse culture in which everyone is supported to reach their full potential. This financial year we completed an in-depth Diversity, Equity and Inclusion (DEI) and gender pay gap analysis and began a review of all Group reward and recognition policies. In a sector that has historically been very heavily male-dominated, we recognise that there is still plenty of work to be done. Increasing female participation and representation at the senior levels of our business is a Group-wide priority.

 

Board and Governance

I would like to take a moment to recognise Giles Beale, who stepped down from the Board in March. The Board has been very fortunate to have had Giles' wise counsel, commitment and valuable contribution since the Group's IPO. On behalf of the Brickability Directors, I would like to thank Giles for his service and wish him all the best for the future.

 

This year we were delighted to welcome two new Independent Non-Executive Directors to the Board - Susan McErlain and Sharon Collins. Susan has replaced me on both the Audit & Risk and Remuneration committees and joined the Nominations Committee, while Sharon has taken up the role of Chair of the Remuneration Committee and has joined both the Nomination and Audit Committee following Giles' leaving. I speak on behalf of the entire Board when I say that we are very fortunate to have them on our team and we look forward to continuing to work with them both.

 

Following year-end, we announced that 36 years after first starting work with Brickability, Alan Simpson, Chief Executive Officer (CEO) and founder of many of the Group's businesses, will be stepping down from the role of CEO and as a Director of the Company. Alan has been instrumental in building Brickability into the successful business it is today, overseeing the Group's IPO in 2019 and multiple transformative acquisitions since. Alan remains a major shareholder of the Group and will continue to work with the Group in a non-board role post his stepping down. On behalf of the Board, I thank Alan for his invaluable years of service and congratulate him for his immense achievements.

 

The Board is pleased that Alan will be succeeded as CEO by Frank Hanna. Frank has more than 30 years' experience in the industry and I look forward to welcoming Frank to the Brickability family in due course. I have every confidence in his ability to lead the Group as it continues to grow.

 

People

To help people and communities thrive we prioritise health and safety. We appointed a new Group Health and Safety Manager this year and conducted an extensive audit around the business to ensure employee safety and wellbeing. We have also taken on additional senior staff in Sales, Finance, IT and HR to reflect our increased scale, both in terms of headcount and our portfolio businesses.

 

Shareholder returns and dividends

The Group paid an interim dividend of 1.01 pence per share on 23 February 2023, which reflected the performance of the business and the Board's confidence in the longer-term outlook.

 

The robust performance of the Group enables the Board to recommend the payment of a final dividend for the year ended 31 March 2023 of 2.15 pence per share. Subject to shareholder approval at the Annual General Meeting, the final dividend will be paid on 21 September 2023, with a record date of 25 August 2023 and an ex-dividend date of 24 August 2023.

 

John Richards

Chairman

14 July 2023

 

Chief Executive's Review

 

I am very pleased to record another set of strong results. I believe this success is down to a number of factors, namely the strategy of the Group as it continues to diversify through acquisition, the strength of Brickability's positioning in the market, and its ability to adapt and remain agile.

 

The results are especially pleasing considering the wider macroeconomic challenges seen in the marketplace during the period. All our divisions have once again performed well with both revenue and profit well ahead of the prior financial year, and ahead of management's expectations going into the financial year.

 

The Group continued to see strong demand for its goods and services across all divisions, however, the demand for bricks fell during the second half of our financial year as a result of the subdued housing market. Significant year-on-year price inflation mitigated the financial impact of reduced volumes.

 

The gross profit margin was 16.6% (2022: 16.7%), with this slight, and expected reduction when compared to the prior year, driven by the first full year trading contribution from the Taylor Maxwell Group (2022: 9 months), which operates on lower margins than the Group prior to the acquisition, and the fact that timber margins have fallen back from the exceptional highs of the previous year. The impact of these factors were partly mitigated by the acquisitions completed in this financial year, which operate on margins above the average of the Group.

 

The continued expansion of the Group has been supported by investment in recruitment at both Group and divisional levels of skilled and talented individuals across functions such as Sales, Finance, IT and HR. In addition, the Group has begun to optimise its systems through the rollout of standardised IT systems platforms. The Group is also building skills for the future through the launch of the Apprentice Scheme in the year, which this year saw 10 apprentices join various businesses in the Group.

 

At the beginning of the current financial year, the Group took the decision to re-align the reporting structure of some of our businesses and we have moved from three divisions to four, in order to support the continued growth of the Group and to further improve efficiencies. Detailed segmental analysis is per note 3 of the preliminary final results. The Group's four distinct business divisions are shown below:

 

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;

Importing - which is primarily responsible for importing building products, the majority of which are on an exclusive basis to the UK market, to complement traditional and contemporary architecture;

Distribution - which focuses on the sale and distribution of a wide range of products, including windows, doors, radiators and associated parts and accessories; and

Contracting - which provides flooring and roofing installation services, primarily within the residential construction sector.

Full details of our divisions and each of our businesses can be found at https://brickabilitygroupplc.com/

 

Bricks and Building Materials Division 73% (2022: 78%) of Group Revenue

Revenue of £498.6 million (including internal revenues of £8.1 million (2022: £6.4 million)) for the year ended 31 March 2023 was up £94.0 million on the prior year (2022: £404.6 million), with like-for-like revenue growth of 1.4%. Excluding timber, like-for-like revenue growth was up 17.1%. Adjusted EBITDA at £30.1 million for the year ended 31 March 2023 was up £5.8 million on the prior year (2022: £24.3 million).

 

Throughout the year, the division managed the supply issues from both UK and European manufacturers, and the softening in demand in the second half of the year as a result of the uncertainty in the UK housing market. Like-for-like revenue growth is driven by a combination of price increases and product mix. In line with our expectations, timber volumes and pricing have fallen back following the exceptional highs of the first half of the last financial year.

 

Taylor Maxwell & Co continued to perform strongly and has added new national and regional house builders to its customer base. The opening of a new showroom in the Grassmarket area of Edinburgh and the refurbishment of the Manchester showroom in Albert Square further established the Group's presence in the specification sector. Cladding, in particular, saw significant year-on-year growth, most notably highlighted within SBS Cladding, underpinned by large scale projects with further growth anticipated in the next financial year. Vobster Cast Stone's (trading as Vobster Architectural) strong order pipeline led to good revenue growth throughout the year.

 

The acquisition of a new yard in Glasgow in the previous financial year has allowed for the expansion and growth of Bricklink though providing more flexibility for the local area, enabling it to build a strong builder's merchant customer base. The demand for social housing remains an important factor in the Group, with LBT Bricks & Facades continuing to see good growth in this area.

 

In June 2022, Architectural Facades entered a new, long-term strategic partnership with Thyssenkrupp Materials UK to develop a new balcony system to produce the next generation of balconies. This will improve lead times and reduce time spent on-site, whilst providing exceptional curb appeal and functionality. The patented design, which has passed the rigorous testing stage that lasted several months, was launched in the second half of the year and initial enquiries look very promising.

 

Importing Division 17% (2022: 14%) of Group Revenue

Revenue of £117.6 million (including internal revenues of £30.7 million (2022: £21.7 million)) for the year ended 31 March 2023 was up £45.3 million on the prior year (2022: £72.3 million), with like-for-like revenue growth of 12.1%. Adjusted EBITDA at £13.2 million for the year ended 31 March 2023 was up £4.9 million on the prior year (2022: £8.3 million).

 

The division was further strengthened through the acquisition of Modular Clay Products, which was acquired on 31 May 2022, and E.T. Clay and Heritage Clay Tiles, which were acquired on 30 September 2022. These businesses brought new customers to the Group, particularly in the merchant's channel, further diversifying the Group's customer and revenue base.

 

The Bespoke Brick Co. had a strong year with price and volume growth although some momentum to this growth slowed towards the end of the financial year. It has invested in a Sustainability School and Showroom, based in Derbyshire. The Showroom is due to open later in the year and will showcase all of the Group's sustainability focussed products.

 

McCann Logistics has continued to grow in revenue, following the increase in its trailer fleet and expansion of its operations to cover haulage from the Netherlands, Germany, France, Spain, Belgium, and Portugal. Crest, Brick Slate and Tile has continued to grow through its product mix of both brick and roof tiles.

 

After the end of the financial year in May 2023, The Bespoke Brick Company's 'Brick Geek' programme received RIBA accreditation. This is available to architects and specifiers and showcases the many benefits of using clay-facing bricks in all sectors of construction.

 

Distribution Division 9% (2022: 9%) of Group Revenue

Revenue of £63.0 million (including internal revenues of £0.4 million (2022: £0.2 million)) for the year ended 31 March 2023 was up £16.0 million on the prior year (2022: £47.0 million) with like-for-like revenue growth of 25.5%. Adjusted EBITDA at £8.9 million for the year ended 31 March 2023 was up £1.1 million on the prior year (2022: £7.8 million).

 

Revenue growth was seen across all of the businesses within the Distribution division, led by the first full year of trading within the Group for HBS NE Ltd (trading as UPOWA). UPOWA continues to win major national housebuilder contracts and is expected to continue to grow as the market in renewable forms of energy expands. The Group invested in a new warehouse for UPOWA, which was fully operational in the year, to support its growth ambition.

 

Towelrads also saw strong growth through both the towel radiator sector and through the new underfloor heating sector that was taken in-house during the year. This sector is performing strongly and continuing to win contracts in the market. Frazer Simpson more than doubled its revenue when compared to the prior year, supported by strong contract wins and an expansion of its window business.

 

The Group further invested in the U Plastics (trading as UP Building Products) business, acquiring new branches in Sutton Coldfield and Bury St Edmunds. FSN Doors has continued to grow in the mid-range bracket of the market, and Forum Tiles continues to develop its product offering and grow its customer base.

 

Contracting Division 6% (2022: 5%) of Group Revenue

Revenue of £41.3 million (including internal revenues of £0.2 million (2022: £0.3 million)) for the year ended 31 March 2023 was up £16.5 million on the prior year (2022: £24.8 million) with like-for-like revenue growth of 12.5%. Adjusted EBITDA at £5.6 million for the year ended 31 March 2023 was up £2.9 million on the prior year (2022: £2.7 million).

 

Beacon Roofing, which was acquired on 31 March 2022, has performed very well throughout the year and has contributed to the reported revenue growth in the year. Performance has been further supported by gaining new contracts following a competitor going into administration. Crest Roofing and Excel Roofing have continued to grow through the expansion of work with their customer base. Leadcraft has performed well with its customer base growing in the higher value large single-unit housing projects, and DSH Flooring continues to grow year on year through long-term contracts with housebuilders. Gross profit margins have started to improve, following the unprecedented price increases in the cost of sales of roofing materials experienced last year, through shorter fixed periods for contracts.

 

Continental Tile Joint Venture

In March 2022, the Group announced the formation of the Schermbecker Building Products GmbH joint venture to manufacture clay tiles with a leading German tile manufacturer and producer of roofing materials, operating from a factory in Schermbeck, Germany. Initial manufacture and start-up production of clay roof tiles by the joint venture was very good however due to the volatility of energy prices in Germany, production was curtailed. With volatility in energy prices having since reduced, the Group now expects to produce the clay roof tiles for the UK market from the second quarter of the current financial year.

 

Outlook

The Group's results highlight the strategic strengths of Brickability, especially when the backdrop of what has been a period of macroeconomic uncertainty is considered. Its growing and diversified business divisions continue to demonstrate their ability to deliver upon the Group's strategic objectives and we remain committed to continuing to grow in a sustainable manner. Recent uncertainty in the market has highlighted the strategic importance of having long-standing relationships with customers and suppliers, growing importing capabilities, and the ability to source and provide quality products to clients. Brickability continues to be able to successfully meet the demands and requirements of our customers.

 

Whilst the short-term outlook for the housing market sector remains uncertain, and we remain cautious, our priority remains unchanged as we aim to secure strong order intakes with clear and sustainable margins. The Board believes that the Group's diversified multi-business strategy positions it well to navigate what may be uncertain times ahead.

 

As previously announced, and whilst remaining conscious of the challenges in some of our segments in the short-term, the Group believes that the underlying long-term demand for UK housing remains robust as does the demand for quality materials for the construction sector generally. The Board remains confident that the Group is well placed to continue delivering on its strategic objectives and the underlying organic growth of the business and, notwithstanding a number of industry participants publicly communicating their own expectations of volume reductions in the near term, trading in the current financial year to date has remained in line with Board expectations.

 

Finally, as I prepare to hand over the role of CEO to Frank Hanna, I would like to reflect on my 36 years with the Group to date. Leading the Group has been and is a great honour, and I have enjoyed all the challenges and rewarding experiences that I have shared with my colleagues. The business continues to be well-placed in the current market, and I look forward to continuing with the Group in a non-board role. Frank is an exceptional operator, manager and leader and has excellent understanding and experience within the industry. Once on board, I have no doubt he will continue to grow the business in his capacity as Group CEO and I look forward to working with him in future years.

 

Alan Simpson

Chief Executive Officer

14 July 2023

 

Financial Review

Once again, the financial results for the year reflect a combination of good performance across the divisions, along with the contribution from acquisitions made in the year and the annualisation of those acquisitions completed in the prior year.

 

Revenue

Revenue totalled £681.1 million for the year ended 31 March 2023. This represented an increase of 30.9% compared to the previous year (2022: £520.2 million). Group like-for-like revenue growth was 4.0% versus 2022.

 

Division

 

2023

2022

% Change

% Change

£m

£m

 

LFL

Bricks and Building Materials

 498.6

 404.6

23%

1%

Importing

 117.6

 72.3

63%

12%

Distribution

 63.0

 47.0

34%

26%

Contracting

 41.3

 24.8

67%

12%

Group eliminations

(39.4)

(28.5)

38%

-

Total

 681.1

 520.2

31%

4%

 

Gross Profit

Gross profit for the year increased to £112.9 million from £86.8 million. Gross profit margin has decreased marginally by 0.1% to 16.6% driven by the first full year trading contribution from the Taylor Maxwell Group (2022: 9 months), which operated on lower margins than the Group prior to the acquisition. In addition, timber margins have fallen back from the exceptional highs of the previous year and the impacts of these factors were partly mitigated by the acquisitions completed in this financial year which operate on gross profit margins above the average of the Group.

 

Statutory/Adjusted Profit and Adjusted EBITDA

Statutory profit before tax of £34.5 million (2022: £18.4 million) includes other items of £10.1 million (2022: £16.3 million) which are not considered to be part of the Group's underlying operations. These are analysed as follows:

 

 

2023

2022

£'000

£'000

Statutory profit before tax

34,527

18,406

Acquisition costs

281

1,139

Re-financing costs

-

97

Earn-out consideration classified as remuneration under IFRS 3

5,483

4,333

Share based payment expense

1,567

1,597

Amortisation of intangible assets

8,399

6,333

Impairment of goodwill

-

16

Unwinding of discount on contingent consideration

2,891

938

Share of post-tax profit of equity accounted associates

(123)

(55)

Fair value (gains)/losses on contingent consideration

(8,432)

1,916

Total other items before tax

10,066

16,314

Adjusted profit before tax

44,593

34,720

Share of post-tax losses of joint ventures*

-

149

Depreciation and amortisation

4,715

3,342

Finance income

(143)

(54)

Finance expenses

2,365

1,311

Adjusted EBITDA

51,530

39,468

 

* The Group's share of losses in its joint venture is included within Adjusted EBITDA in 2023 to reflect its increased contribution to the Group's results. The joint venture was in its initial start-up phase in 2022 and thus not included in order to present results of ongoing operations on a comparable basis. Further details regarding the above other items are disclosed in note 5 to the preliminary final results.

 

Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and other non-underlying items.

 

Adjusted EBITDA increased by 30.4% to £51.5 million (2022: £39.5 million) for the year ended 31 March 2023. Detailed segmental analysis is per note 3 of the preliminary final results. All our divisions saw like-for-like growth in the year, however, demand for bricks fell during the second half of our financial year as a result of the subdued housing market. Significant year-on-year price inflation mitigated the financial impact of reduced volumes. Earn-out consideration classified as remuneration relates to Modular Clay Products and Taylor Maxwell (2022: Taylor Maxwell), with both tracking in line with expectations. Fair value movements on contingent consideration result in a gain of £8,423k (2022: loss of £1,916k). This predominately relates to the movements in UPOWA where the combined impact of the application of Part L and Part S renewable energy legislation taking longer than expected by housebuilders, and the forecast slowdown in the housing market compared to prior year forecasts, is expected to delay the period over which UPOWA will benefit from the new legislation.

 

Taxation

The statutory charge for taxation was £6.8 million (2022: £6.1 million), an effective rate of taxation (Tax expense divided by Profit Before Tax) of 19.8% (2022: 33.2%). The effective rate for the year is marginally higher than the statutory rate of corporation tax of 19% mainly due to the effect of non-deductible expenses from a tax perspective. In 2022 the effective tax rate was higher than the main rate of tax largely due to the impact on deferred tax with the liability remeasured at 25% having originally being recognised at 19%.

 

Earnings Per Share

Basic EPS for the year was 9.26p (2022: 4.40p), an increase of 110.5%. The Group also reports an adjusted underlying EPS which adjusts for the impact of the other items analysed in the table above. Adjusted EPS for the year was 11.93p (2022: 10.06p) per share, an increase of 18.6%.

 

Dividends

As a result of the Group's trading performance and also in recognition of the strength of the balance sheet at the year-end, the Board is recommending a final dividend of 2.15 pence per share, bringing the full-year dividend to 3.16 pence per share.

 

Subject to approval by shareholders, the final dividend will be paid on 21 September 2023, with a record date of 25 August 2023 and an ex-dividend date of 24 August 2023.

 

Balance sheet review

Inventories at £33.2 million (2022: £28.1 million) increased primarily due to the impact of acquisitions, and the higher stock levels for UPOWA as it continues to grow. The impact of significant price inflation experienced during the year on the valuation of inventory was largely mitigated by the managed reduction of inventory levels. The decrease in both trade and other receivables and trade and other payables on the balance sheet were in line with expectations having taken into account the impact of acquisitions, with the net cashflow impact reflecting similar working capital movements to prior year.

 

Cash Flow and Net Debt

Operating cash flows before movements in working capital increased to £46.2 million from £35.2 million in 2022. Cash generated from operations increased to £44.9 million from £27.5 million.

 

At 31 March 2023, the Group had net debt (borrowings less cash) of £8.0 million which compares to net cash (cash less borrowings) of £0.4 million at the prior year-end. The main components of the cash outflows are: additional investment in property, plant and equipment of £7.2 million (2022: £6.3 million), tax paid of £11.1 million (2022: £7.3 million), net proceeds from the issue of new shares £0.1 million (2022: £52.7million), the initial payments for three new subsidiaries of £16.7 million (2022: £50.3 million), net cash acquired with subsidiary undertaking £4.7 million (2022: £3.4 million), and the payment of deferred consideration, in relation to prior year acquisitions, of £3.5 million (2022: £1.4 million). Dividends of £9.1 million (2022: £6.1 million) were also paid in the year. We continue to expect that the Brickability Group will remain a business that is cash generative.

 

Bank Facilities

The Group has revolving credit facilities with HSBC and Barclays of £60 million, which includes an ancillary facility carve out of a £5 million overdraft. The facilities agreement also provides for an accordion facility to increase the commitment under revolving facilities by up to a further £25 million. As at the year end, the Group had utilised £17.0 million of the facilities.

 

Subsequent Events

On 2 June 2023, the Group completed the acquisition of the entire share capital and 100% of the voting rights in FSL for consideration of £600,000. On completion FSL had net assets of £21,000. On 8 June 2023, the Group completed the sale of its shares in Lendwell Holdings Limited for consideration of £188,000.

 

Going Concern

The Directors are confident, having made appropriate enquiries, that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

Mike Gant

Chief Financial Officer

14 July 2023

 

Consolidated Statement of Profit or Loss and Other Comprehensive Income

For the year ended 31 March 2023

 

2023

 

2022

Adjusted

Other

Total

 

Adjusted

Other

Total

 

(note 5)

 

 

 

(note 5)

 

Note

£'000

£'000

£'000

 

£'000

£'000

£'000

Revenue

 681,087

 -

 681,087

 

 520,169

 -

 520,169

Cost of sales

(568,220)

 -

(568,220)

(433,366)

 -

(433,366)

 

 

 

Gross profit

 112,867

 -

 112,867

 

 86,803

 -

 86,803

 

 

 

Other operating income

 561

 -

 561

 354

 -

 354

Administrative expenses

(64,281)

(15,730)

(80,011)

(50,581)

(13,515)

(64,096)

Comprising:

 

 

 

Depreciation and amortisation

(4,715)

(8,399)

(13,114)

(3,342)

(6,349)

(9,691)

Other administrative expenses

(59,566)

(7,331)

(66,897)

(47,239)

(7,166)

(54,405)

Impairment losses on financial assets

(1,611)

 -

(1,611)

(450)

 -

(450)

Finance income

 143

 -

 143

 54

 -

 54

Finance expense

(2,365)

(2,891)

(5,256)

(1,311)

(938)

(2,249)

Share of post-tax profit/(loss) of equity accounted associates

 -

 123

 123

 -

 55

 55

Share of post-tax loss of equity accounted joint ventures

(721)

 -

(721)

(149)

 -

(149)

Fair value gains/(losses)

 -

 8,432

 8,432

 -

(1,916)

(1,916)

Profit/(loss) before tax

 44,593

(10,066)

 34,527

 

 34,720

(16,314)

 18,406

Tax (expense)/credit

(8,924)

 2,094

(6,830)

(6,494)

 391

(6,103)

Profit/(loss) for the year

 35,669

(7,972)

 27,697

 

 28,226

(15,923)

 12,303

 

 

 

Other comprehensive income

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

Remeasurements of defined benefit pension schemes

 -

 43

 43

 -

(1,970)

(1,970)

Deferred tax on remeasurement of defined benefit pension schemes

 -

(11)

(11)

 -

 374

 374

Fair value gain on investments in equity instruments designated as FVTOCI

 -

 10

 10

 -

 53

 53

Other comprehensive income/ (loss) for the year

 

 -

 42

 42

 

 -

(1,543)

(1,543)

Total comprehensive income/(loss)

 35,669

(7,930)

 27,739

 

 28,226

(17,466)

 10,760

 

 

 

Profit/(loss) for the year attributable to:

 

 

 

Equity holders of the parent

 35,710

(7,972)

 27,738

 28,310

(15,923)

 12,387

Non-controlling interests

(41)

 -

(41)

(84)

 -

(84)

 

 35,669

(7,972)

 27,697

 

 28,226

(15,923)

 12,303

 

 

 

Total comprehensive income/(loss) attributable to:

 

 

 

Equity holders of the parent

 35,710

(7,930)

 27,780

 28,310

(17,466)

 10,844

Non-controlling interests

(41)

 -

(41)

(84)

 -

(84)

 

 35,669

(7,930)

 27,739

 

 28,226

(17,466)

 10,760

 

 

 

Earnings per share

 

 

 

Basic earnings per share

7

 

 

 9.26

 4.40

 p

Diluted earnings per share

7

 

 

 9.10

 4.32

 p

Adjusted basic earnings per share

7

 

 

 11.93

 10.06

 p

Adjusted diluted earnings per share

7

 

 

 11.71

 9.86

 p

 

All results relate to continuing operations.

 

Consolidated Balance Sheet

As at 31 March 2023

 

2023

(Restated)*

2022

Note

£'000

£'000

Non-current assets

Property, plant and equipment

 24,783

 19,057

Right of use assets

 18,553

 12,162

Intangible assets

 152,424

 150,951

Investments in equity accounted associates

 324

 261

Investments in equity accounted joint ventures

 -

 279

Investments in financial assets

 188

 178

Trade and other receivables

 3,611

 1,023

Total non-current assets

 199,883

 183,911

Current assets

Inventories

 33,159

 28,120

Trade and other receivables

 125,603

 131,202

Employee benefit assets

 646

 781

Current income tax assets

 1,677

 101

Cash and cash equivalents

21,645

 25,028

Total current assets

 182,730

 185,232

Total assets

 382,613

 369,143

Current liabilities

Trade and other payables

(131,419)

(140,046)

Loans and borrowings

(12,624)

-

Lease liabilities

(3,225)

(2,216)

Total current liabilities

(147,268)

(142,262)

 

Non-current liabilities

Trade and other payables

(9,592)

(17,910)

Loans and borrowings

9

(16,800)

(24,240)

Lease liabilities

(12,967)

(10,417)

Provisions

(2,364)

(1,728)

Deferred tax liabilities

(18,244)

(18,102)

Total non-current liabilities

(59,967)

(72,397)

Total liabilities

(207,235)

(214,659)

Net assets

 175,378

 154,484

Equity

Called up share capital

 3,003

 2,985

Share premium account

 102,847

 102,146

Capital redemption reserve

 2

 2

Share-based payment reserve

 3,509

 1,930

Merger reserve

 11,146

 11,146

Retained earnings

 55,002

 36,365

Equity attributable to owners of the Company

 175,509

 154,574

Non-controlling interests

(131)

(90)

Total equity

175,378

154,484

 

*See note 8 for details of restatement.

 

Consolidated Statement of Changes in Equity

For the year ended 31 March 2023

 

 

Share capital

Share premium account

Capital redemption

Share-based payments

Merger reserve

Retained earnings

Total attributable to equity holders of the parent

Non-controlling interest

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

 

 

 

At 1 April 2021

2,305

49,999

2

266

1,245

31,623

85,440

(6)

85,434

Profit or (loss) for the year

-

-

-

-

-

12,387

12,387

(84)

12,303

Total comprehensive income for the year

-

-

-

-

-

10,844

10,844

(84)

10,760

Dividends paid

-

-

-

-

-

(6,102)

(6,102)

-

(6,102)

Issue of paid shares

578

54,422

-

-

-

-

55,000

-

55,000

Issue of consideration shares

99

-

-

-

9,901

-

10,000

-

10,000

Issue of shares on exercise of share options

3

12

-

-

-

-

15

-

15

Equity settled share based payments

-

-

-

1,173

-

-

1,173

-

1,173

Deferred tax on share based payment transactions

-

-

-

491

-

-

491

-

491

Share issue costs

-

(2,287)

-

-

-

-

(2,287)

-

(2,287)

Total contributions by and distributions to owners

680

52,147

-

1,664

9,901

(6,102)

58,290

-

58,290

At 31 March 2022

2,985

102,146

2

1,930

11,146

36,365

154,574

(90)

154,484

Profit or (loss) for the year

-

-

-

-

-

27,738

27,738

(41)

27,697

Other comprehensive income for the year

-

-

-

-

-

42

42

-

42

Total comprehensive income for the year

-

-

-

-

-

27,780

27,780

(41)

27,739

Dividends paid

-

-

-

-

-

(9,143)

(9,143)

-

(9,143)

Issue of shares on exercise of share options

18

701

-

-

-

-

719

-

719

Equity settled share based payments

-

-

-

1,637

-

-

1,637

-

1,637

Deferred tax on share based payment transactions

-

-

-

(197)

-

-

(197)

-

(197)

Current tax on share based payment transactions

-

-

-

139

-

-

139

-

139

Total contributions by and distributions to owners

18

701

-

1,579

-

(9,143)

(6,845)

-

(6,845)

At 31 March 2023

3,003

102,847

2

3,509

11,146

55,002

175,509

(131)

175,378

 

Consolidated Statement of Cash Flows

For the year ended 31 March 2023

2023

2022

Note

£'000

£'000

 

 

 

Operating activities

Profit for the year

 27,697

 12,303

Adjustments for:

Depreciation of property, plant and equipment

 1,566

 1,143

Depreciation of right of use assets

 3,101

 2,136

Amortisation of intangible assets

 8,447

 6,396

Gain on disposal of property, plant and equipment and right of use assets

(314)

(75)

Foreign exchange losses/(gains)

 29

(27)

Share-based payment expense

 1,567

 1,597

Other operating income

(365)

(27)

Share of post-tax profit in equity accounted associates

(123)

(55)

Share of post-tax loss in joint ventures

 721

 149

Impairment of goodwill

 -

 16

Fair value changes in contingent consideration

(8,176)

 1,916

Gain on acquisition

(256)

-

Movements in provisions

(141)

 12

Finance income

(143)

(54)

Finance expense

 5,256

 2,249

Acquisition costs

5

 281

 1,236

Income tax expense

 6,830

 6,103

Pension charge in excess of contributions paid

 196

 140

Operating cash flows before movements in working capital

 46,173

 35,158

Changes in working capital:

Increase in inventories

(865)

(6,700)

Decrease/(Increase) in trade and other receivables

 19,331

(22,194)

(Decrease)/Increase in trade and other payables

(19,765)

 21,234

Cash generated from operations

 44,874

 27,498

 

 

 

Payment of acquisition expenses

(281)

(1,139)

Interest received

 125

 18

Income taxes paid

(11,074)

(7,256)

Net cash from operating activities

 33,644

 19,121

 

 

 

Investing activities

Purchase of property, plant and equipment

(7,229)

(6,317)

Proceeds from sale of property, plant and equipment

 441

 187

Purchase of right of use assets

(2,525)

 -

Purchase of intangible assets

(478)

(488)

Acquisition of subsidiaries

8

(16,674)

(50,292)

Net cash acquired with subsidiary undertakings

8

 4,676

 3,422

Acquisition of interests in joint ventures

(442)

(428)

Loan to joint venture

(2,960)

-

Proceeds from repayment of directors' loans

 -

 978

Dividends received from associates

 60

 15

Net cash used in investing activities

(25,131)

(52,923)

Financing activities

Equity dividends paid

6

(9,143)

(6,102)

Proceeds from issue of ordinary shares net of share issue costs

 719

 52,728

Payment of financing costs

 -

(97)

Proceeds from bank borrowings

 115,400

 52,100

Repayment of bank borrowings

(123,000)

(43,400)

Payment of lease liabilities

(2,791)

(2,103)

Payment of deferred and contingent consideration

(3,499)

(1,358)

Interest paid

(2,246)

(1,139)

Payment of transaction costs relating to loans and borrowings

 -

(375)

Net cash flows (used in)/from financing activities

(24,560)

 50,254

Net (decrease)/increase in cash and cash equivalents

(16,047)

 16,452

Cash and cash equivalents at beginning of year

 25,028

 8,592

Effect of changes in foreign exchange rates

 40

(16)

Cash and cash equivalents at end of year

 9,021

 25,028

 

Notes to the Preliminary Results

Year ended 31 March 2023

1. General information

This announcement was approved by the Board of Directors on 14 July 2023.

 

Brickability Group PLC is a company incorporated in England and Wales (registration number 11123804). The address of the registered office is South Road, Bridgend Industrial Estate, Bridgend, United Kingdom CF31 3XG.

 

The financial information set out above does not constitute the Group's statutory financial statements for the year ended 31 March 2023 or 2022 but is derived from these financial statements. Statutory financial statements for 2022 have been delivered to the Registrar of Companies and those for 2023 will be delivered by 30 September 2023. The auditor reported on these statutory financial statements; their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

 

2. Basis of preparation

 

The financial information has been prepared in accordance with UK adopted international accounting standards in conformity with the requirements of the Companies Act 2006.

 

The financial information is presented in pounds sterling, which is the functional currency of the Company and Group. Amounts are rounded to the nearest thousand, unless otherwise stated.

 

The financial information is prepared on the historical cost basis, with the exception of certain financial assets and liabilities which are stated at fair value.

 

Going Concern

The key uncertainly faced by the Group is the demand for its products and how these are impacted by economic factors.

 

The expected budget forecast was reviewed with no concerns noted and sufficient headroom in place. Budget scenarios have been prepared to compare a number of outcomes where there is a significant and prolonged drop in demand in the industry.

 

For each scenario, cash flow and covenant compliance forecasts have been prepared. A significant drop in revenue of 50% with no adjustment to overheads would lead to a breach. However, if overheads were cut by 17%, then a breach could be avoided. The scenarios in which revenue could fall by this level so rapidly are considered remote.

 

Having taken into account the scenarios modelled, the Directors are satisfied that the Group has sufficient resources to continue to operate for a period of not less than 12 months from the date of this report and until at least 30 September 2024. Accordingly, the consolidated financial information has been prepared on a going concern basis.

 

New standards, interpretations and amendments not yet effective from 1 January 2022

 

The following standards and amendments became effective for the current financial year:

 

Onerous Contracts - Cost of Fulfilling a Contract (Amendments to IAS 37);

 

Property, Plant and Equipment - Proceeds before Intended Use (Amendments to IAS 16));

Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41); and

References to the Conceptual Framework (Amendments to IFRS 3).

 

The amendments above did not have any impact on the amounts recognised in prior periods or the current year. They

are also not expected to significantly affect future periods.

 

New standards, interpretations and amendments not yet effective

 

Certain new standards and amendments have been issued by the IASB and will be effective in future accounting periods.

The standards and amendments that are not yet effective, are likely to impact the Group and have not been adopted

early by the Group include:

 

Amendments effective from 1 January 2023:

 

Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2));

Definition of Accounting Estimates (Amendments to IAS 8); and

Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12).

 

Amendments effective from 1 January 2024:

 

IFRS 16 Leases (Amendment - Liability in a sale and leaseback);

IAS 1 Presentation of Financial Statements (Amendment - Classification of liabilities as current or non-current);

IAS 1 Presentation of Financial Statements (Amendment - Non-current liabilities with covenants).

 

The amendments to IAS 12 will likely result in the Group recognising additional deferred tax assets and liabilities in respect of right of use assets accounted for under IFRS 16. The other amendments listed above are not expected to have any impact on the amounts recognised in prior periods and are not expected to significantly affect the current or future periods.

 

3. Segmental analysis

 

For management purposes, the Group is organised into segments based on its products and services. During the year, the Group changed its reportable segments due to increasing diversification following recent acquisitions. It now has four reportable divisions 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;

Importing, which is primarily responsible for importing building products, the majority of which are on an exclusive basis to the UK market, to complement traditional and contemporary architecture;

Distribution, which focuses on the sale and distribution of a wide range of products, including windows, doors, radiators and associated parts and accessories; and

Contracting, which provides flooring and roofing installation services, primarily within the residential construction sector.

 

This is the first time results have been presented in these segments within the Group's Annual Report and Accounts and thus the results reported for the prior year have also been re-presented for comparison purposes.

The Group's segments are strategic business units that offer different products and services. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The Group considers the CODM to be the senior management team, including the Board of Directors, who are responsible for allocating resources and assessing performance of the operating segments.

The accounting policies of the reportable segments are the same as the Group's accounting policies. Segment performance is evaluated based on adjusted EBITDA, without allocation of depreciation and amortisation, finance expenses and income, impairment losses, fair value movements or the share of results of associates and joint ventures. This is the measure reported to the Board for the purpose of resource allocation and assessment of segment performance.

 

The Group's revenue is primarily generated in the United Kingdom. Of the revenue generated in Europe, £229,000 (2022:

£66,000) is included within revenue from the sale of goods. within the Bricks and Building Materials segment and £111,000

(2022: £nil) is included within revenue from the sale of goods within the Importing segment. The balance of £2,462,000 (2022:

£2,742,000) is included within revenue from the rendering of services within the Importing segment. All of the revenue

generated in Other geographic locations is included within revenue from the sale of goods within the Bricks and Building

Materials segment.

Revenue from the sale of goods and rendering of services is analysed by segment below. Revenue from the rendering of services within the Importing segment relates to the provision of transportation and distribution services. Revenue from the rendering of services within the Distribution segment relates to solar panel installation services.No individual customer accounts for more than 10% of the Group's total revenue.

 

2023

2022

Bricks and Building Materials

Importing

Distribution

Contracting

Unallocated & Group Eliminations

Consolidated

Bricks and Building Materials

Importing

Distribution

Contracting

Unallocated & Group Eliminations

Consolidated

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Revenue from sale of goods

490,472

75,411

54,510

-

-

620,393

398,198

40,451

44,020

-

-

482,669

 Revenue from Rendering of Services

-

11,472

8,085

41,137

-

60,694

-

10,180

2,818

24,502

-

37,500

 Total external revenue

490,472

86,883

62,595

41,137

-

681,087

398,198

50,631

46,838

24,502

-

520,169

 Total internal revenue

8,122

30,700

394

201

(39,417)

-

6,384

21,649

188

286

(28,507)

-

Total revenue

498,594

117,583

62,989

41,338

(39,417)

681,087

404,582

72,280

47,026

24,788

(28,507)

520,169

Group adjusted EBITDA

30,141

13,188

8,893

5,620

(6,312)

51,530

24,317

8,273

7,849

2,680

(3,651)

39,468

Depreciation and amortisation

 

 

 

 

(13,114)

(13,114)

 

(9,691)

(9,691)

Acquisition and re-financing costs

 

 

 

 

(281)

(281)

(1,236)

(1,236)

Earn-out consideration classified as remuneration under IFRS 3

 

 

 

 

(5,483)

(5,483)

(4,333)

(4,333)

Share based payment expense

 

 

 

 

(1,567)

(1,567)

(1,597)

(1,597)

Finance income

 

 

 

 

143

143

54

54

Finance expense

 

 

 

 

(5,256)

(5,256)

(2,249)

(2,249)

Share of results of associates

 

 

 

 

123

123

55

55

Share of results of joint ventures

 

 

 

 

-

-

(149)

(149)

Fair value gains and losses

 

 

 

 

8,432

8,432

(1,916)

(1,916)

 Group profit before tax

30,141

13,188

8,893

5,620

(23,315)

34,527

24,317

8,273

7,849

2,680

(24,713)

18,406

 

For the purposes of monitoring segment performance and allocating resources between segments, the CODM monitors the

total non-current and current assets attributable to each segment. All assets are allocated to reportable segments with the exception of those used primarily for corporate purposes (central), investments in associates, joint ventures and financial assets and deferred tax assets. Goodwill has been allocated to reportable segments. No other assets are used jointly by reportable segments. All liabilities are allocated to reportable segments with the exception of those used primarily for corporate purposes (central), bank borrowings and deferred tax liabilities.

 

Right of use assets, in respect of trailers, with a carrying value of £2,706,000 (2022: £3,207,000), are either held in the United

Kingdom or Europe at the year-end, depending on the timing and location of goods being transported. All other non-

current assets are solely held within the United Kingdom.

 

 

 

2023

2022

Bricks and Building Materials

Importing

Distribution

Contracting

Central & Group Eliminations

Consolidated

Bricks and Building Materials

Importing

Distribution

Contracting

Central & Group Eliminations

Consolidated

£'000

£'000

 

£'000

 

£'000

£'000

£'000

£'000

£'000

Non-current segment assets

79,152

33,147

49,880

29,520

7,672

199,371

82,280

16,123

52,901

31,358

531

183,193

Current segment assets

114,359

26,403

25,849

11,965

4,154

182,730

131,498

17,258

25,258

10,143

1,075

185,232

Total segment assets

193,511

59,550

75,729

41,485

11,826

382,101

213,778

33,381

78,159

41,501

1,606

368,425

Unallocated assets:

 

 

 

 

 

 

Investment in associates

 

 

 

 

 

324

261

Investment in joint ventures

 

 

 

 

 

-

279

Investments in financial assets

 

 

 

 

 

188

178

 Group assets

 

 

 

 

 

382,613

 

 

 

 

 

369,143

Total segment liabilities

(96,394)

(17,739)

(18,601)

(4,933)

(34,524)

(172,191)

(99,360)

(15,433)

(4,357)

(4,913)

(48,254)

(172,317)

Loans and borrowings (excluding leases and overdrafts)

 

 

 

 

 

(16,800)

(24,240)

Deferred tax liabilities

 

 

 

 

 

(18,244)

(18,102)

 Group liabilities

 

 

 

 

 

(207,235)

 

 

 

 

 

(214,659)

 

 

Non-current asset additions

 

 

 

 

 

 

Property, plant and equipment

485

2,352

2,443

430

1,520

7,230

720

4,676

95

295

531

6,317

Right of use assets

1,803

1,521

2,939

78

2,618

8,959

438

2,768

126

-

-

3,332

Intangible assets

-

-

478

-

-

478

-

-

488

-

-

488

Total non-current asset additions

2,288

3,873

5,860

508

4,138

16,667

1,158

7,444

709

295

531

10,137

 

4. Profit before tax

 

 

Profit before tax is stated after charging/(crediting):

2023

2022

 

£'000

£'000

 

 

Amortisation of intangible assets

8,447

6,396

Impairment of goodwill

-

16

Depreciation of property, plant and equipment

1,566

1,143

Depreciation of right of use assets

3,101

2,136

Gain on disposal of property, plant and equipment and right of use assets

(314)

(75)

Cost of inventories recognised as an expense

555,592

418,698

Customer rebates

7,987

6,153

Supplier rebates

(8,799)

(6,147)

Subcontractor costs

15,984

9,436

Impairment of trade receivables

1,611

450

Net foreign exchange gains

87

(32)

 

 

5. Other itemsIn order to assist with the understanding of the Group's performance, certain business combination related items that are significant in nature and items that management do not consider to be directly reflective of the Group's underlying performance in the period are presented separately, on the face of the Consolidated Statement of Profit or Loss and Other Comprehensive Income.This includes certain cash and non-cash items which tend to be charged or recognised throughout the year regardless of trading performance. For the purpose of assessing performance on a comparable basis year on year, management therefore considers both statutory and adjusted profit measures, with these adjusted measures presented separately in order to provide additional useful information about the Group's performance to users of the accounts. Other items that are excluded from adjusted profit measures are as follows:

 

 

 

 

2023

2022

 

£'000

£'000

Amortisation of acquired intangible assets

(8,399)

(6,333)

Impairment of goodwill

-

(16)

Total depreciation and amortisation

(8,399)

(6,349)

Acquisition costs

(281)

(1,139)

Re-financing costs

-

(97)

Earn-out consideration classified as remuneration under IFRS 3

(5,483)

(4,333)

Share-based payment expense (including employer NI)

(1,567)

(1,597)

Total other administrative expenses

(7,331)

(7,166)

Unwinding of discount on contingent consideration

(2,891)

(938)

Total finance expense

(2,891)

(938)

Share of post-tax profit of equity accounted associates

123

55

Gain/(loss) on re-measurement of contingent consideration

8,176

(1,916)

Gain on acquisition

256

-

Total fair value gains/(losses)

8,432

(1,916)

Total other items before tax

(10,066)

(18,230)

Tax on other items

2,094

391

Total other items after tax

(7,972)

(17,839)

 

 

Other comprehensive income/(loss)

 

Remeasurements of defined benefit pension schemes

43

(1,970)

Deferred tax on remeasurement of defined benefit pension schemes

(11)

374

Fair value gain on investments in equity instruments designated as FVTOCI

10

53

Total other comprehensive income/(loss)

42

(1,543)

Total other items in total comprehensive income

(7,930)

(19,382)

 

Impact of business combinationsFollowing a business combination, intangible assets in respect of brands, customer relationships and supplier relationships are recognised as part of the fair value assessment of net assets acquired. Amortisation on these acquired intangibles is excluded from adjusted profit as the recognition of these intangibles is not comparable with the recognition of other internally generated assets. Its exclusion enables performance to be assessed on a like for like basis regardless of whether growth is organic or through acquisition and whether acquired intangibles have been fully amortised.Acquisition costs associated with business combinations can fluctuate from year to year depending on the size and number of acquisitions. Legal and professional fees for acquisitions are also generally considered to be greater than those incurred during the course of regular trading. These are therefore excluded from adjusted results for improved comparability.Any gains recognised on acquisition, subsequent changes in the fair value of contingent consideration and the related finance expense in connection with discounting deferred and contingent consideration can also make a comparison of trading performance on a like for like basis more difficult. These gains/losses and expenses are therefore also excluded from adjusted results, with the inclusion within other items consistent with the presentation of other acquisition related costs.Fair value gains/(losses) include a gain of £8,176,000 (2022: loss of £1,916,000) in respect of changes in contingent consideration expected to be payable.Acquisition costs comprise of transaction costs of £92,000 (2022: £383,000), in relation to stamp duty, plus a further £189,000 (2022: £756,000) in respect of legal and professional fees. £259,000 (2022: £1,060,000) was directly associated with the acquisitions in the year, £13,000 was in connection with a prior year acquisition and the remainder related to aborted acquisitions.To facilitate the acquisition of Taylor Maxwell Group (2017) Limited in the prior year, the Group re-financed and agreed an increase in its available banking facilities, The re-financing costs directly associated with this are therefore considered to be connected with the acquisition and outside the normal course of business.The agreements to purchase Taylor Maxwell Group (2017) Limited and Modular Clay Products Ltd include earn-out consideration, payable if certain performance-based targets are met over the following three-years. The share purchase agreements also include a 'bad leaver' clause, under which the earn-out consideration payment to such a leaver is forfeited. The clauses were included with the intention of protecting the value of the business over the first few years following acquisition. However, as a result of the earn-out consideration effectively being contingent on the continued employment or 'good leaver' status of the individual, the amount payable has been treated as remuneration in accordance with current IFRS interpretation guidance of IFRS 3. As such, the amount payable is considered significant in nature, business combination related and not reflective of a typical remuneration cost that would usually be incurred within the underlying trade of the Group.Share-based paymentsThe share-based payment expense represents the share-based payment charge for the year, including associated accrued employer taxes. The majority of share options issued are subject to performance criteria, including both market and non-market conditions. Changes in market conditions after the grant date are not reflected in the share-based payment expense recognised. The accounting charge is therefore not considered to be directly linked to the Group's trading operations in the year and thus separate disclosure is deemed appropriate to assist with the understanding of the Group's performance in the year.Equity accounted associatesThe Group is not directly involved in the day-to-day operations of its associate and thus considers it appropriate to separate its share of this entity's results from the Group's adjusted results.TaxThe tax credit arising on the other items is presented on the same basis as the cost to which it relates.Other comprehensive incomeOther comprehensive income relates to the remeasurement of the defined pension scheme, the associated deferred tax movement and the fair value gain on investments in equity instruments designated as fair value through other comprehensive income.The defined benefit pension scheme was acquired as part of the net assets of Taylor Maxwell Group (2017) Limited in the prior year. Shortly afterwards, the Group entered into a buy-in insurance policy and is in the process of completing a buy-out, whereby the defined benefit pension liability will be transferred to an insurer. As such, the scheme related remeasurement and deferred tax movements are not considered to be part of the Group's underlying operations and have been reported separately from the Group's adjusted results.The fair value change in investments in equity instruments designated as fair value through other comprehensive income is also not reflective of the Group's underlying trading performance and thus is not included in the Group's adjusted comprehensive income.

 

6. Dividends

 

2023

2022

 

£'000

£'000

Amounts recognised as distributions to equity holders in the year:

 

Final dividend for the year ended 31 March 2022 of 2.0400p per share(2022: for the year ended 31 March 2021 of 1.0850p per share)

6,111

3,236

Interim dividend for the year ended 31 March 2023 of 1.0100p per share(2022: for the year ended 31 March 2022 of 0.9600p per share)

3,032

2,866

Total dividends paid in the year

9,143

6,102

 The Directors recommend that a final dividend for 2023 of 2.15p (2022: 2.04p) per ordinary share be paid.The final dividend will be paid, subject to shareholders' approval at the Annual General Meeting, to shareholders on the register at the close of business on 25 August 2023. This dividend has not been included as a liability in these financial statements.

 

7. Earnings per shareEarnings 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: 

2023

2022

Earnings £'000

Weighted average number of shares

Earnings per share (p)

Earnings £'000

Weighted average number of shares

Earnings per share (p)

Basic earnings per share

27,738

299,439,718

9.26

12,387

281,474,903

4.40

Effect of dilutive securities

 

 

 

Employee share options

-

5,403,747

-

-

5,512,650

-

Diluted earnings per share

27,738

304,843,465

9.10

12,387

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, as shown in the Adjusted column of the Consolidated Statement of Profit or Loss and Other Comprehensive Income. Details of the Other items after tax, forming the difference between the statutory earnings above and adjusted earnings below, are outlined in note 5 of the preliminary final results. 

2023

2022

Earnings £'000

Weighted average number of shares

Earnings per share (p)

Earnings £'000

Weighted average number of shares

Earnings per share (p)

Adjusted basic earnings per share

35,710

299,439,718

11.93

28,310

281,474,903

10.06

Effect of dilutive securities

 

 

 

Employee share options

-

5,403,747

-

-

5,512,650

-

Adjusted diluted earnings per share

35,710

304,843,465

11.71

28,310

286,987,553

9.86

  8. Business combinationsThe Group acquired the entire share capital and 100% of the voting rights in the following companies during the year:

Company acquired

Acquisition date

Modular Clay Products Ltd

31 May 2022

E. T. Clay Products Limited

30 September 2022

Heritage Clay Tiles Limited

30 September 2022

 The fair value of the assets acquired and liabilities assumed on acquisition are as follows: 

 

 

Modular Clay Products Ltd

£'000

E. T. Clay Products Limited

£'000

Heritage Clay Tiles Limited

£'000

Property, plant and equipment

16

157

29

Right of use assets

28

792

305

Identifiable intangible assets

3,810

3,083

309

Inventory

164

2,838

1,172

Trade and other receivables

2,888

8,651

1,732

Cash and cash equivalents

4,205

627

(156)

Trade and other payables

(2,104)

(5,604)

(2,864)

Current income tax

(514)

(858)

-

Lease liabilities

(28)

(792)

(305)

Provisions

-

(27)

(5)

Deferred tax

(926)

(792)

(16)

Total identifiable net assets

7,539

8,075

201

Goodwill

-

1,630

610

Gain on acquisition

(256)

-

-

Total consideration

7,283

9,705

811

 

Satisfied by:

Cash paid

7,283

8,662

729

Contingent consideration

-

1,043

82

Total consideration

7,283

9,705

811

 Cash paid reflects an initial cash payment agreed in respect of the value attributed to the business, based on a multiple of Adjusted EBITDA, plus any further amounts paid in respect of excess working capital, including any surplus cash, based on agreed form completion accounts.The Group acquired each of the above subsidiaries in order to expand its presence in the specification and further broaden the Group's access to overseas manufacturers, whilst enhancing the range of products that can be offered to its customers.The fair value of identifiable intangible assets acquired through business combinations relate to brands and customer relationships.The fair value of brands is based on a relief from royalty method, with a royalty rate of 0.75% to 1% applied based on comparable businesses in the market, reflecting the size of the entities acquired. The fair value of customer relationships is established using a multi-period excess earnings method, with discount rates of between 13% and 22% applied to the acquisitions in the year. Projected cashflows that underpin the valuations are based on management's best estimate of the expected levels of trade and profits following acquisition, taking into account actual results around the time of acquisition. Forecasts are prepared for a three-year period, with an inflationary 2% growth in revenue applied thereafter.Any excess paid over the value of net assets acquired is included as goodwill. Goodwill principally comprises the value of expected synergies arising from the acquisitions and the value of the assembled workforce. None of the goodwill is expected to be deductible for tax purposes.A gain has arisen on the acquisition of Modular Clay Products Ltd, which is recognised within the Fair Value Gains/(Losses) line in the Consolidated Statement of Profit or Loss and Other Comprehensive Income (note 13). The Group does not consider the acquisition to be a bargain purchase commercially. Further amounts are expected to be payable to the seller depending on future performance. However, these amounts are recognised as remuneration for post business combination services, as outlined in the following Contingent Consideration section. Due to this component of consideration being accounted for as remuneration, the fair value of identifiable net assets acquired exceeds the consideration under IFRS 3. The gain has therefore arisen as a result of accounting treatments, with IFRS 3 requiring the gain to be credited to profit or loss on acquisition.Included within the fair value of trade and other receivables above are the following gross contractual amounts due and amounts not expected to be collected in respect of trade receivables:

 

 

Modular Clay Products Ltd

£'000

E. T. Clay Products Limited

£'000

Heritage Clay Tiles Limited

£'000

Gross contractual trade receivables

2,363

5,482

1,021

Amounts not expected to be collected

(7)

(5)

-

Fair value of contractual receivables

2,356

5,477

1,021

 Included in the consolidated financial statements are the following amounts of revenue and profit in respect of the subsidiaries acquired:

 

 

Modular Clay Products Ltd

£'000

E. T. Clay Products Limited

£'000

Heritage Clay Tiles Limited

£'000

Revenue

11,119

14,728

2,458

Net profit

1,637

618

122

Had the current year business combinations taken place at the beginning of the financial year, the Group's revenue for the year would have been £706,624,000 (2022: £617,122,000) and Group profit would have been £30,332,000 (2022: £15,507,000).Acquisition related costs, included in administrative expenses, amounted to £259,000 in respect of the above acquisitions, as follows:

 

 

 

 

Modular Clay Products Ltd

£'000

E. T. Clay Products Limited

£'000

Heritage Clay Tiles Limited

£'000

Acquisition costs

100

133

26

Business combinations completed in prior periodsWhiffen Holdings Limited and Beacon Roofing LimitedThe Group acquired 100% of the share capital and voting rights in Whiffen Holdings Limited and its subsidiary, Beacon Roofing Limited (together the 'Whiffen Holdings Group'), on 31 March 2022. As disclosed in the 2022 financial statements, due to the timing of the acquisition the value of the identifiable net assets was included on a provisional basis pending a detailed assessment of the fair value of the contingent consideration and all identifiable net assets.Details of the revised fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

 

Book value originally reported

£'000

Adjustment

£'000

Restated fair value

£'000

Property plant and equipment

709

502

1,211

Identifiable intangible assets

-

2,255

2,255

Inventory

45

-

45

Trade and other receivables

2,476

-

2,476

Cash and cash equivalents

741

-

741

Trade and other payables

(1,206)

-

(1,206)

Current income tax liabilities

(365)

-

(365)

Provisions

(76)

-

(76)

Deferred tax

(73)

(675)

(748)

Total identifiable net assets

2,251

2,082

4,333

Goodwill

5,968

(1,889)

4,079

Total consideration

8,219

193

8,412

 

Satisfied by:

Cash paid

5,371

-

5,371

Deferred cash consideration

1,676

-

1,676

Contingent consideration

1,172

193

1,365

Total consideration

8,219

193

8,412

 

Had the full fair value assessment been carried out prior to announcing the annual results to 31 March 2022, the financial statements would have differed as follows: 

The cost of property, plant and equipment would have been £502,000 higher, with a corresponding decrease in goodwill.

Intangible assets of £2,255,000 and a related deferred tax liability of £675,000 would have also been recognised, with a corresponding net decrease in goodwill.

The contingent consideration liability on acquisition would have been £193,000 higher, with a corresponding increase in goodwill.

As the acquisition took place on the final day of the financial year, there is no impact on the profit or loss reported for the year ended 31 March 2022.

 

The March 2022 comparatives have been restated in these financial statements to reflect the above changes.

 

Under paragraph 10(f) of IAS 1 Presentation of financial statements, a prior period restatement would usually require the presentation of a third balance sheet at 1 April 2021. However, as the restatement of the provisional fair values would have no impact on the balance sheet at that date, it is not considered that this would provide additional useful information. As such, a third consolidated balance sheet has not been included within these financial statements due to prior period business combinations.

 

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 adjusted EBITDA targets, over the three years following acquisition, with the exception of HBS NE Limited which is over five years.The fair value of all contingent consideration is based on a discounting cash flow model, applying a discount rate of between 1.7% and 23.6% 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.

Company acquired

 

 

 

 

Discount rate

 

Fair value at acquisition

£'000

Fair value at reporting date

2023

£'000

Fair value at reporting date

2022

£'000

 

 

Undiscounted amount payable

2023

£'000

 

 

Undiscounted amount payable

2022

£'000

The Bespoke Brick Company Limited

 

4.9%

-

-

675

-

686

Brickmongers (Wessex) Ltd

4.8%

138

-

87

-

89

U Plastics Limited

3.5%

2,208

962

2,092

964

2,164

Bathroom Barn Limited

1.7%

231

108

166

110

170

McCann Logistics Ltd

1.7%

889

1,324

1,597

1,330

1,628

Taylor Maxwell Group (2017) Limited

4.1%

-

390

422

406

435

SBS Cladding Limited

4.1%

1,845

1,464

1,804

1,500

1,900

Leadcraft Limited

10.4%

722

964

795

1,128

1,028

HBS NE Limited

16.1% -

10,069

3,901

10,770

6,998

22,188

23.6%

Beacon Roofing Limited*

13.0%

1,365*

2,355

1,365*

2,802

1,885*

E. T. Clay Products Limited

16.0%

1,043

2,433

-

3,210

-

Heritage Clay Tiles Limited

20.0%

82

193

-

270

-

*2022 and acquisition values restated following completion of fair value assessment of total consideration payable and net assets acquired as noted above.The potential undiscounted amount payable in respect of E. T. Clay Products Limited and Heritage Clay Tiles Limited ranges from £nil to £3,480,000. In respect of prior period acquisitions, the undiscounted amount payable for U Plastics Limited ranges from £572,000 to £1,200,000 (2022: £246,000 to £2,400,000) and the amount payable for SBS Cladding Limited ranges from £500,000 to £2,000,000 (2022: £nil to £2,000,0000). It is not possible to determine a range of outcomes for other acquisitions as the arrangements do not contain a maximum payable.Changes in the range of outcomes are due to amounts paid or payable being determined during the year as milestones within the performance period are met.The acquisition of Taylor Maxwell Group (2017) Limited is also subject to further payments depending on future performance, ranging from £nil to £13,000,000, over the three years following acquisition. Based on current interpretation guidance concerning contingent payments to employees under IFRS 3, the earn-out amounts payable are recognised in profit or loss over the earn-out period as remuneration costs. This is due to the inclusion of a 'bad leaver' clause in the share purchase agreement, under which the earn-out consideration payment is forfeited. The earn-out consideration is therefore deemed to effectively be contingent on the continued employment of the seller and the seller not being considered a 'bad leaver'. The anticipated total amount payable, however, is not expected to change due to other clauses and payment terms within the share purchase agreement. A charge of £4,333,000 has been recognised in the year in respect of this earn-out consideration, presented within other items (note 5).Similarly, the acquisition of Modular Clay Products Ltd is also subject to further amounts payable depending on future performance over the three years following acquisition, which are recognised as remuneration due to a 'good leaver' clause within the share purchase agreement. It is not possible to determine a range for these future payments as the agreement does not contain a maximum payable. A charge of £1,150,000 has been recognised in the year in respect of this earn-out consideration, presented within other items (note 5).Changes in amounts recognised in respect of contingent consideration can be reconciled as follows:

Company acquired

 

 

 

 

Fair value at

31 March 2022

£'000

 

Additions

 through business combinations

£'000

Finance expense

£'000

 

 

 

 

Fair value (gain)/loss

£'000

 

 

 

 

 

Settlement

£'000

 

 

 

 

Fair value at

31 March 2023

£'000

U Plastics Limited

2,092

-

47

(1,177)

-

962

McCann Logistics Ltd

1,597

-

26

(124)

(175)

1,324

SBS Cladding Limited

1,804

-

60

100

(500)

1,464

HBS NE Limited

10,770

-

2,352

(9,221)

-

3,901

Beacon Roofing Limited

1,365

-

178

812

-

2,355

E. T. Clay Products Limited

-

1,043

80

1,310

-

2,433

Other business combinations

2,146

82

111

124

(808)

1,655

During the year, a gain of £9,221,000 was recognised in respect of HBS NE Limited. Upon acquisition, significant growth was forecast with an anticipated increase in revenues and profits due to the introduction of Part L and Part S renewable energy legislation, which requires new homes within the UK to reduce their carbon footprint.The application of this legislation by housebuilders has taken longer than initially anticipated. This, together with a forecast slow down of the housing market compared to prior years, is expected to delay the period over which HBS NE will benefit from the new legislation and achieve the forecast growth. As a result, an element of the projected future growth is now expected to fall outside of the performance period under which the contingent consideration payable is assessed.In the case of U Plastics Limited, focus has continued to be on the acquisition and opening of additional branches. Profit levels achieved in the period immediately following acquisition have therefore not been as high as originally anticipated due to the timing of development and opening of these branches. As such, there has been a fair value gain of £1,177,000 recognised in the year.Beacon Roofing Limited has performed well following acquisition, with results exceeding initial expectations. During the year, the company gained new business from a competitor that entered administration which has contributed to their strong performance. Consequently, the contingent consideration expected to be payable in relation to this acquisition is expected to increase, resulting in a fair value loss of £812,000.The fair value loss for E. T. Clay Products Limited of £1,310,000 has arisen as a result of forecast results at the year end, from which the year-end expected contingent consideration payable has been derived, exceeding the initial expectations on acquisition. The company was acquired on 30 September 2022, when the economic environment was particularly volatile with high inflation and interest rates on the rise. In the second half of the financial year, whilst interest rates have continued to rise, inflation has started to fall and economic conditions stabilise, with the expectation that any recession or downturn in the UK would not be as severe as originally thought. Other fair value gains and losses in the year also reflect changes in performance and/ or anticipated profits compared to those originally forecast at the end of the prior year or on acquisition. 9. Loans and borrowings

 

2023

2022

 

£'000

£'000

Current

 

Overdrafts

12,624

-

12,624

-

Non-current

 

Bank loans

16,800

24,240

16,800

24,240

Total loans and borrowings

29,424

24,240

 

The Directors consider that the carrying amount of loans and borrowings approximates to their fair value. Non-current bank loans comprise a principal loan value of £17,000,000 (2022: £24,600,000) less arrangement fees of £200,000 (2022: £360,000), which are amortised over the term of the loan.

The Group has a revolving credit facility of £60,000,000, including an ancillary carve out of a £5,000,000 overdraft,which runs to December 2024. The revolving facility bears interest at a variable rate based on the SONIA. At the reporting date, interest was charged at a rate of 1.9% above the adjusted SONIA interest rate benchmark.

During the year, the Group entered into a notional pool agreement, whereby certain cash balances within the Group are entitled to be offset, providing the overall overdrawn balance does not exceed the £5,000,000 facility limit. The Company's overdraft balance at the year-end is a result of the timing of cash transfers within the Group and funds being transferred from the Group's central facility.

The bank loans are secured by a fixed charge over the Group's properties and floating charges over the remaining assets of the Group, including all property, investments and assets of the Company's subsidiary undertakings. A guarantee has also been provided by certain trading subsidiaries.

 10. Pensions Defined contribution plansThe total expense recognised in profit or loss in relation to contributions payable under defined contribution pension plans is £1,200,000 (2022: £1,024,000).At the reporting date, contributions of £192,000 (2022: £104,000) due in respect of the reporting period had not yet been paid over to the pension provider.Defined benefit plansWhen the Group acquired Taylor Maxwell Group (2017) Limited on 30 June 2021, the net assets acquired included the Taylor Maxwell Group Limited Pension and Assurance Scheme, which is funded by the payment of contributions to a separately administered trust fund and provides both defined benefit and defined contribution pension benefits to members. The defined benefit pension scheme is closed to future accrual. Pension benefits are related to the members' final salary at retirement (or earlier date of leaving or death) and their length of service.The scheme is a registered scheme under UK legislation and is subject to scheme funding requirements. It was established under trust and is governed by the scheme's Third Definitive Trust Deed and Rules, dated 20 September 2016. The trustees are responsible for the operation and governance of the scheme, including making decisions regarding the scheme's funding and investment strategy, in conjunction with the Group.During the year, the Group made contributions of £nil (2022 - £nil) to the scheme. Contributions in the next year are also expected to be £nil. The most recent actuarial valuation was conducted as at 31 March 2018. On 7 July 2021, an insurance policy was purchased via the scheme assets with the intention of meeting future benefits payable and reducing the risk of additional funding from the Group.A full buy-out process commenced in order to completely transfer the risk associated with the scheme to an insurer. This process was ongoing throughout the year and is substantially complete at the time of announcing these results. The process is expected to be finalised and the pension scheme wound up within the financial year ending 31 March 2024, at which point the scheme liabilities and associated assets will be derecognised and the residual surplus repaid net of any final expenses, with are expected to be immaterial.A full actuarial valuation has been carried out at 31 March 2023, based on scheme membership data as at 1 October 2022, by a qualified independent actuary. Scheme invested assets are stated at their current bid price at 31 March 2023.The principal assumptions used for the purposes of the actuarial valuations, on acquisition and at the reporting date, were as follows:

 

2023

2022

Discount rate

4.80%

2.60%

Inflation rate (CPI)

3.00%

3.60%

Pension increases (Post 1988 GMP)

2.60%

2.80%

Pension increases (Post 1997 pension)

3.00%

3.60%

 

Longevity at retirement age for current pensioners

 

Male

22.1 years

22.0 years

Female

24.4 years

24.3 years

 

Longevity at retirement age for future pensioners

 

Male

23.4 years

23.4 years

Female

25.8 years

25.8 years

 Amounts recognised in profit or loss in respect of the defined benefit plan are as follows:

 

2023

2022

 

£'000

£'000

Service cost

196

140

Net interest expense

(18)

(36)

Included in profit or loss

178

104

 

The service cost has been included in profit or loss within administrative expenses and the net interest expense within other interest receivable. The remeasurement of the net defined benefit asset is included in other comprehensive income.

Amounts recognised in other comprehensive income, in respect of the defined benefit plan, are as follows: 

 

2023

2022

 

£'000

£'000

Re-measurement (gain)/loss arising from:

 

Financial assumptions

(1,974)

(637)

Experience assumptions

167

62

Return on assets, excluding interest income

1,764

2,545

Included in other comprehensive income/(loss)

(43)

1,970

 

Reconciliation of defined benefit obligation and fair value of scheme assets

 

Defined benefit obligation

Fair value of scheme assets

Net defined scheme asset

£'000

£'000

£'000

At 1 April 2021

 -

 -

 -

Acquired through business combinations

(10,210)

 13,065

 2,855

Interest cost

(127)

 163

 36

Net re-measurement gains - financial

 637

 -

 637

Net re-measurement losses - experience

(62)

 -

(62)

Return on assets, excluding interest income

 -

(2,545)

(2,545)

Benefits paid

 417

(417)

 -

Scheme administrative cost

 -

(140)

(140)

At 31 March 2022

(9,345)

 10,126

 781

Acquired through business combinations

 -

 -

 -

Interest cost

(236)

 254

 18

Net re-measurement gains - financial

 1,974

 -

 1,974

Net re-measurement losses - experience

(167)

 -

(167)

Return on assets, excluding interest income

 -

(1,764)

(1,764)

Benefits paid

 

 522

(522)

 -

Scheme administrative cost

 

-

(196)

(196)

At 31 March 2023

 

(7,752)

7,898

646

 

 

The weighted average duration of the scheme is 9.3 years (2022: 11.3 years).

 

Disaggregation of defined benefit scheme assets

 

The fair value of the scheme assets is analysed as follows:

 

 

2023

2022

 

£'000

£'000

Cash fund and net current assets

852

980

Insured annuities

7,046

9,146

Fair value of scheme assets

7,898

10,126

 

The scheme assets do not include any of the Group's own financial instruments or any property occupied by the Group.

 

Risks

The scheme exposes the Group to actuarial risk, such as market (investment) risk, interest rate risk, inflation risk, currency risk and longevity risk.The key risks are considered to be life expectancy and inflation risk. The scheme's obligation is to provide a pension for the life of the member, As the life expectancy increases, the value of the scheme's liabilities also increase. The benefit obligations are also linked to inflation. Higher inflation would therefore result in an increase in the scheme's liabilities.However, following the purchase of a buy-in insurance policy, many of the risks associated with future pension obligations are transferred to the insurer under the policy. The scheme does not expose the Group to any unusual scheme specific or Group specific risks.The value of the insured annuity policy is expected to equal the value of the liabilities, excluding any additional liability that may arise from amending benefits for the impact of the recent Lloyds Banking Group high court ruling on GMP equalisation. The insured annuity policy therefore provides a high level of protection against interest, inflation and mortality risks associated with the benefits. The cash holding is expected to be sufficient to meet any additional GMP equalisation liabilities and future expenses of running the scheme.

 

Sensitivity

A sensitivity analysis has been determined based on reasonably possible changes the discount rate, rate of inflation (CPI) and life expectancy, with all other variables held constant. Increases in pension payments are derived from the assumed inflation rate.

If the discount rate were to decrease by 0.25%, the defined benefit scheme obligation would increase by £168,000 (2022: £266,000). If the rate of inflation (CPI) were to increase by 0.25%, the defined benefit scheme obligation would increase by £75,000 (2022: £111,000). If the life expectancy were to increase by 1 year, the defined benefit scheme obligation would increase by £281,000 (2022: £437,000) at the reporting date.11. Post balance sheet eventsOn 2 June 2023, the Group completed the acquisition of the entire share capital and 100% of the voting rights in Precision Façade Systems Ltd.The acquisition was made in order to supplement and expand the Group's existing product range in the cladding market.The book value of the separable assets acquired and liabilities assumed on acquisition are estimated as follows:

 

 

£'000

Property plant and equipment

15

Inventory

5

Trade and other receivables

34

Cash and cash equivalents

7

Trade and other payables

(40)

Total identifiable net assets

21

Due to the timing of the acquisition, a detailed assessment of the fair value of the identifiable net assets, and value of any uncollectible contractual cash flows, has not been completed at the date of approving these financial statements.The total consideration expected to be payable is:

£'000

Cash

600

Total consideration

600

The above consideration is subject to post completion adjustments.It is expected that goodwill will arise on the acquisition and this will primarily comprise the strategic value of the acquisition, including the potential for future growth within the framing market. This goodwill is not expected to be deductible for tax purposes.Acquisition costs of £23,000, in relation to stamp duty and legal and professional fees, are estimated to be incurred in connection with this acquisition and will be recognised in profit or loss. Due to the timing of the acquisition, not all costs have been invoiced or finalised at the time of approving these financial statements.On 8 June 2023, the Group completed the sale of its shares in Lendwell Holdings Limited for consideration of £188,000. There was a £nil gain or loss on the sale of this investment in equity instruments designated as FVTOCI. 12. Availability of annual report and accountsThe Annual Report and Accounts for the year ended 31 March 2023 will be posted to shareholders on or before 3 August 2023 and laid before the Group at the Annual General Meeting on 5 September 2023. Copies of the Annual Report and Accounts for the year ended 31 March 2022 will be available on request from the Company Secretary at Brickability Group PLC, South Road, Bridgend Industrial Estate, Bridgend CF31 3XG and from the Group's website www.brickabilitygroupplc.com.
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