1st Dec 2021 07:00
01 December 2021
Brickability Group plc
("the Group")
Interim Results for the six months ended 30 September 2021
Brickability Group plc (AIM: BRCK), the leading construction materials distributor, today announces its unaudited interim results for the six months ended 30 September 2021.
Financial Highlights:
• | Revenue increased by 197% to £223.5m (H1 2020: £75.3m) |
• | Group like-for-like** revenue growth of 53.6% versus H1 2020 and 30.4% versus H1 2019 |
• | Gross profit increased by 146.8% to £39.0m (H1 2020: £15.8m) |
• | Gross profit margin of 17.4% (H1 2020: 21.0%) |
• | Profit before tax increased by 120.4% to £11.9m (H1 2020: £5.4m) |
• | Adjusted EBITDA* increased by 120.0% to £17.6m (H1 2020: £8.0m) |
• | Cash balance at 30 September of £18.4m (H1 2020: £13.8m) |
• | Net cash as at 30 September of £2.8m (H1 2020: net debt £2.7m) |
• | Borrowing facility increased to £60 million plus £25m accordion following re-financing |
• | Interim dividend proposed of 0.96 pence per share (H1 2020: 0.8678 pence)
|
Operational Highlights:
• | Strong start to 2021, with performance ahead of same period in 2019 pre-COVID |
• | Acquisitions of Taylor Maxwell, in June 2021 following an oversubscribed share placing raising equity finance of £55 million, and Leadcraft, as announced in August 2021 |
• | Taylor Maxwell acquisition recognised with the 2021 AIM Awards 'Transaction of the Year' Award |
• | New product ranges added to Group offering, timber and non-combustible cladding, copper and zinc metal roofing and heritage leadwork |
• | Focus on revenue and cost synergies |
• | Strong pipeline of acquisitions and continued organic development |
• | Strong order book for the second half with positive order intake momentum |
• | ESG Committee established led by the Group Chairman with members including the Chief Operating Officer and Group Marketing Director |
Post period end and outlook:
• | Appointment of Paul Hamilton as Chief Operating Officer with immediate effect |
• | Acquisition of HBS New Energies and UPOWA in November 2021, the Group's first acquisition in the renewable energy products sector |
• | Board remains confident of the Group delivering performance at least in line with market expectations for the full year |
*Adjusted EBITDA is defined as earnings before interest, tax, depreciation and amortisation, share option expense, acquisition costs and exceptional items.
**like-for-like sales is a measure of growth in sales, adjusted for the impact of acquisitions
John Richards, Chairman, said:
"We are pleased to have delivered another strong performance across all our divisions during the period.
"As the housebuilding and construction market has continued to improve, all our divisions have benefitted from the increased demand which has resulted in a strong order book.
"Our strategy of bolt on acquisitions has enabled us to significantly expand our product offering, through the acquisition of Taylor Maxwell and Leadcraft, as well as, seeing the Group enter the renewable energy product space with the acquisition of HBS New Energies and UPOWA, a strategically significant sector for the Group moving forward, post period.
"We believe Brickability is well positioned for the future, and that the scale and diversity of the business, will enable the Group to capitalise on opportunities in the market and further strengthen our positioning."
ENDS
This announcement contains inside information.
Enquiries:
Brickability Group plc John Richards, Chairman Alan Simpson, CEO Mike Gant, CFO
| 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 Georgia Colkin
| +44 (0) 203 514 0897 |
About Brickability
Brickability is a leading construction materials distributor, serving customers across the UK and Europe for over 36 years through its national and local networks. The Group supplies over 500m bricks annually and has 41 locations across the country with over 500 employees.
Across its 3 divisions the Group supplies bricks, roofing, timber, cladding, heating, flooring, doors and windows to meet demand from both housebuilders and contractors.
Interim Report for the six months ended 30 September 2021
Chairman's Statement
Brickability has made a strong start to 2021, delivering a robust financial performance, with an adjusted EBITDA of £17.6m in the first half of the year (2020: £8.0m).
Our businesses have performed well, in line with the recovery in the construction and housebuilding sector, and we have seen strong order intake momentum across all divisions, which has continued as we move into the second half of the year.
The fundamentals of the UK housebuilding market remain strong and the industry is forecast to continue to grow substantially as we move into 2022, driven by increased demand in the private sector and Government investment into affordable housing starting to come through. We firmly believe that Brickability remains well placed to capitalise on this demand, strengthening its position within the market as a leading construction materials distributor.
The acquisition of Taylor Maxwell completed in June 2021 brings significant scale and diversity to our offering and customer base, alongside the acquisition of Leadcraft Ltd. We are pleased to report that both businesses are already contributing significantly to the overall performance of the Group. Our pipeline of acquisitions is very encouraging, and we remain focused on identifying bolt on acquisitions which will further diversify our proposition.
To this end, we were pleased to announce the acquisition of HBS New Energies and UPOWA in November 2021. HBS New Energies marks Brickability's first acquisition in the renewables energy products sector and the 13th strategic acquisition for the Group in the last three years. The acquisition comes as Brickability seeks to broaden its offering for customers and, also importantly, focus on its own sustainability commitments across its divisions.
Decarbonisation of the built environment is driving significant new opportunity across the industry, with companies needing to commit to their own emission reductions while supporting the transition to net-zero of buildings and the broader supply chain. Cost efficient energy solutions are set to play a key role in supporting the built environment and housebuilding industry in meeting the changing Building Regulations landscape, as well as the UK Government's recently announced deadline for UK listed companies to publish their pathway to net-zero by 2030, in line with the UK Government's 2050 net-zero target.
This has been another successful period of growth for the Group and the results today are a testament to the adaptability, strength and diversity of the businesses we operate and our continued focus on identifying significant strategic opportunities, whilst operating a lean approach. Overall we maintain an optimistic market outlook and the Board remains confident of the Group delivering performance at least in line with market expectations for the full year. However, the Group remains vigilant of the pressures which continue to impact our sector and the wider UK economy.
The Board are pleased to announce an interim dividend of 0.96p per share (H1 2020: 0.8678p), payable on 24 February 2022 reflecting the performance of the business in the half, and the Board's confidence in the longer-term outlook for the Group.
I would like to take this opportunity to thank all employees for their hard work and commitment throughout this period. Brickability is well positioned for the future with a clear strategy and high-quality, diversified business and we remain confident of the Group's future success as we move forward.
John Richards
Chairman
30 November 2021
Chief Executive's Review
Our businesses have performed well, delivering a strong set of results which has enabled the Group to continue to focus on investing for future growth across the divisions. The results achieved, reflect not only the healthy housebuilding market conditions, following a strong post pandemic recovery, but also the strength of Brickability's positioning within the market.
The Group continues to deliver against its strategic objectives and aim of building a diversified construction materials distribution business. Our expertise in procurement from both the UK and overseas have allowed us to manage industry supply chain pressures including a shortage of HGV drivers and increases in materials prices. Whilst we expected margins to be impacted slightly by industry difficulties, our margin levels remain resilient as our diverse product offering has helped to mitigate the industry wide inflationary price pressures. Our roofing division has not been able to fully recover the significantly increased raw materials costs in the first six months of the year whilst our newly acquired Taylor Maxwell Timber business has delivered record margins.
Group margins are lower than prior years as the Taylor Maxwell business operates on lower margins than the Brickability Group was operating on prior to the acquisition, as noted at the time. The Taylor Maxwell overall margins for the three months since acquisition were exceptionally high due mainly to the unprecedented timber price inflation during this period which has since been reducing from this peak. Consequently, overall Group margins are expected to reduce slightly in the second half of the year back to normalised levels.
Bricks and Building Materials
The Group's footprint and product offering in the bricks and building materials division continued to grow over the period. Brick sales were robust, and demand remains strong from housebuilders, in particular for imported products. Whilst the first half of the year has presented industry wide challenges particularly, product availability and logistics, performance across the bricks division has been very positive and is expected to continue to provide good results as we move into the second half.
In June 2021, we announced the transformational acquisition of Taylor Maxwell. The acquisition has added significant scale and expanded the range of solutions we are able to deliver to our growing client base. We are pleased to announce that the integration of Taylor Maxwell within the wider Group is proceeding successfully. To date, we have focused on leveraging the Finance and IT functions and will shortly commence the adoption of Taylor Maxwell's operational and scheduling systems across the Group which will improve efficiencies by assisting in sales scheduling and forecasting. Since completion, the business has continued to perform strongly and ahead of expectations.
Whilst we continue to focus on identifying potential acquisition opportunities across all our business divisions, organic development remains a priority. During the period, U Plastics, our specialist merchant for facia, soffits and guttering, external cladding and ancillary products opened two new branches in Maidenhead and Enfield expanding its capacity and enabling it to respond to growing demand. Furthermore, following the appointment of a new sales team with significant industry experience and online sales expertise, The Matching Brick Company has more than doubled its sales in H1 compared to the previous year. We were pleased to also see the Group's start-up business Alfiam Building Supplies, following the impact of COVID-19, return to trading in line with expectations and delivering good margins.
Crest Brick, Slate and Tile has performed strongly, and McCann Logistics has continued to run at full capacity and we expect to see its performance improve further in the second half.
Heating, Plumbing and Joinery
Our businesses within the heating, plumbing & joinery division also performed well. Towelrad's range has grown significantly along with sales, driven by increased new housing being built and its ability to meet this demand thanks to strong stock availability. DSH Flooring and FSN Doors also benefitted from the increased demand and FSN Doors, in particular, has won a number a of new orders due to its ability to offer customers faster delivery times by sourcing product from Europe. The HPJ division also includes our ceramic tile business, Forum Tiles. This start-up, launched in January 2021 is currently growing its order book although with investment ahead of sales during H1, this has impacted the divisional margin when compared to the prior year.
Roofing Services
The roofing division has been the most impacted by the current market conditions surrounding the availability and pricing of materials with revenue and margins both down on pre-covid levels. This is expected to continue into the second half with a gradual recovery during the last quarter of our current financial year and into the new financial year as input costs stabilise and sales price increases become effective. Encouragingly, the order books are at an all-time high and we were pleased to announce in August 2021 the acquisition of Leadcraft Ltd which has enabled us to further expand our roofing materials business bringing copper and zinc metal roofing and heritage leadwork capability into the Group.
Post Period
As outlined in the Chairman's Statement, the Group has completed the acquisition of HBS New Energies, since the period end. Founded in 2008, HBS New Energies is a market-leading renewable energy expert, specialising in the design, supply, installation and maintenance of solar PV, battery storage and electric vehicle charging technologies. With extensive cross-sector installation experience and technical expertise, HBS New Energies has built an unrivalled track record in the housebuilding, construction, commercial and industrial and public sectors, offering cost-effective, easy to install, energy saving and scalable technologies that simplify the construction of sustainable, zero-carbon homes. As a market leader with a proven track record, we believe the acquisition of HBS New Energies will further strengthen our strategic positioning within the wider market and enable us to expand into a new product segment.
Management Changes
The Group is pleased to announce that Paul Hamilton, currently Managing Director of the Heating, Plumbing and Joinery Division, has been appointed into the newly created role of Chief Operating Officer ("COO") with immediate effect. The role of COO is not a Board position.
Paul Hamilton has over 15 years' experience in the heating and building supplier market. He joined the Towelrads business in 2004 and became a shareholder and Director in 2008. Paul has overseen the growth of the Towelrads business from sales of less than £1 million to over £22 million a year. He led a management buyout of the Towelrads business in 2016 and was a founder of DSH Flooring. Paul is currently Managing Director of the Group's Heating, Plumbing and Joinery Division including Towelrads, DSH Flooring, Frazer Simpson and FSN Doors.
As COO Paul will be responsible for the Group's day-to-day operations, reporting to myself.
Outlook
Across the Group, our priority remains securing strong order intakes with clear and sustainable margins.
Our acquisition pipeline remains strong, and we continue to look at potential new businesses that will enhance and broaden Brickability's operations.
As the industry continues to face challenges, we remain cautiously optimistic and believe that our diversified multi business strategy places us in a good position to mitigate any pressures and take advantage of current and anticipated demand. We have entered the second half of the year in a strong position and the Board expects performance to be at least in line with market expectations for the full year.
Alan J Simpson
Chief Executive
30 November 2021
Financial Review
Revenue and gross margin
The Group delivered revenue of £223.5 million in the first six months of H1 2021 (H1 2020: £75.3 million), representing a total increase of 197.0% (£148.2 million). When the impact of acquisitions is excluded from revenue, like for like ("LFL") revenue increased by 53.6% when compared to H1 2020 and 30.4% on a two year LFL versus H1 2019.
The increase in LFL revenue reflects of the recovery that the Group has made following the initial COVID-19 lockdowns in April and May 2020. The significant acquisition of Taylor Maxwell, within the Bricks and Building Materials segment, and the addition of Leadcraft, within the Roofing Services segment, have also contributed to the overall increase compared to H1 2020.
Revenue by division was:
|
H1 2021 £'000 |
H1 2020 £'000 |
% Increase |
LFL % increase |
2 year LFL % change |
Bricks and Building Materials | 198,750 | 60,313 | 229.5% | 53.7% | 35.2% |
Roofing Services | 8,692 | 4,953 | 75.5% | 50.9% | (17.4%) |
Heating, Plumbing and Joinery | 16,061 | 9,991 | 60.8% | 53.3% | 15.4% |
Total | 223,503 | 75,257 | 197.0% | 53.6% | 30.4% |
Gross profit for the 6 months increased by 147% to £39.0 million (H1 2020: £15.8 million) whilst the Group's gross margin percentage decreased to 17.4% (H1 2020: 21.0%) driven primarily by the Taylor Maxwell business as it operates on lower margins than the existing Brickability Group as noted in the Chief Executive's Review.
Adjusted profit and adjusted EBITDA
Statutory profit before tax of £11.9 million (H1 2020: £5.4 million) includes other items of £3.9 million (H1 2020: £1.5 million) which are not considered to be part of the Group's underlying operations. These are analysed below the Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income.
The Group's adjusted EBITDA increased by 120% to £17.6 million for the first six months of 2021, compared to £8.0 million in the same period last year, reflecting the impact of the lockdown. EBITDA as a percentage of turnover has fallen to 7.9% (H1 2020: 10.6%) due mainly to the impact of the of the Taylor Maxwell business as noted above.
Adjusted EBITDA by division was:
|
H1 2021 £'000 |
H1 2021 EBITDA as % turnover |
H1 2020 £'000 |
H1 2020 EBITDA as % turnover |
Bricks and Building Materials | 15,341 | 7.7% | 5,520 | 9.2% |
Roofing Services | 1,269 | 14.6% | 888 | 17.9% |
Heating, Plumbing and Joinery | 3,563 | 22.2% | 2,515 | 25.2% |
Central | (2,599) | - | (918) | - |
Total | 17,574 | 7.9% | 8,005 | 10.6% |
Earnings per share
Basic EPS was 3.01p per share (H1 2020: 1.89p), while adjusted basic EPS was 4.79p (H1 2020: 2.39p). Adjusted EPS is an underlying EPS, based on the adjusted profit as noted above.
Dividend
The Board is recommending an interim dividend of 0.96p per share (H1 2020: 0.8678p) to shareholders on the register at 28 January 2022. The ex-date and payment date for the dividend will be 27 January 2022 and 24 February 2022 respectively.
Cash flow and net debt
The Group generated operating cash flows before movements in working capital of £17.5 million in the first six months of the year compared to £8.1 million in the same period in 2020. Cash generated from operations was £7.0 million (H1 2020: £3.6 million).
The net cash position (cash less bank borrowings) as at 30 September 2021 was £2.8 million compared to a net debt position as at 30 September 2020 of £2.7m, and is an increase of £10.1 million since the net debt position at 31 March 2021.
During the period, the Group raised £55 million through the issue of new shares to fund the acquisition of Taylor Maxwell and future bolt-on acquisitions. Initial payments made to acquire these subsidiaries amounted to £39.5 million during the period.
Bank facilities
In June 2021, the Group re-financed into a £60 million revolving credit facility with an additional £25 million accordion, on a club basis with HSBC and Barclays, that runs for 3 years (with the option of two one-year extensions). Total bank debt as at 30 September 2021 was £15.6 million with a further £44.4 million of undrawn committed facilities available.
Defined benefit pension scheme
The Group acquired a defined benefit pension scheme during the period when it acquired Taylor Maxwell (2017) Limited. However, it has commenced a buy-out process to transfer the risk associated with the scheme. A buy-in contract was incepted on 7 July 2021 and the process is expected to reach the full buy-out stage within the next 9 months.
Subsequent events
In October 2021, and as previously announced, the Group issued 280,254 new ordinary shares following the vesting and exercising of share options under the Company's Long Term Incentive Plan and Company Share Option Plan. The Group also granted 2,394,286 options under its LTIP and CSOP schemes to its employees.
In November 2021, the Group acquired the entire share capital and 100% of the voting rights in HBS NE Limited, a company specialising in the installation of solar panels and provision of renewable energy services.
There are no other material post balance sheet events.
Mike Gant
Chief Financial Officer
30 November 2021
Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the six months ended 30 September 2021 (unaudited)
Notes |
6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 | |
Revenue Cost of sales |
| 223,503 (184,551) | 75,257 (59,457) | 181,084 (143,112) |
Gross profit |
| 38,952 | 15,800 | 37,972 |
Other operating income |
| - | 1 | 92 |
Administrative expenses | 6 | (22,956) | (7,722) | (20,624) |
Impairment losses on financial assets |
| (301) | (74) | (341) |
Depreciation and amortisation |
| (3,254) | (2,527) | (5,456) |
Finance income |
| 15 | 11 | 13 |
Finance expense |
| (503) | (454) | (845) |
Share of post-tax profit/ (loss) of equity accounted associates |
| 20 | - | (6) |
Fair value (losses)/ gains |
| (110) | 381 | 360 |
Profit before tax |
| 11,863 | 5,416 | 11,165 |
Tax expense |
| (3,938) | (1,064) | (1,506) |
Profit for the period and total comprehensive income | 7,925 | 4,352 | 9,659 | |
Attributable to: |
|
|
|
|
Equity holders of the parent |
| 7,960 | 4,352 | 9,665 |
Non-controlling interests |
| (35) | - | (6) |
|
| 7,925 | 4,352 | 9,659 |
|
|
|
|
|
Earnings per share |
|
|
|
|
Basic earnings per share | 8 | 3.01 p | 1.89 p | 4.19 p |
Diluted earnings per share | 8 | 2.96 p | 1.89 p | 4.18 p |
Adjusted basic earnings per share | 8 | 4.79 p | 2.39 p | 5.56 p |
Adjusted diluted earnings per share | 8 | 4.70 p | 2.39 p | 5.54 p |
Adjusted profit
Adjusted profit excludes those items that are not considered to be directly attributable to the Group's underlying trade. It can be reconciled to statutory profit after tax as follows:
|
|
6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
Profit for the period |
| 7,925 | 4,352 | 9,659 |
Acquisition costs |
| 999 | - | 105 |
Share-based payment expense |
| 880 | 43 | 338 |
Amortisation of intangible assets |
| 1,897 | 1,748 | 3,619 |
Unwinding of discount on contingent consideration |
| 48 | 75 | 127 |
Share of post-tax (profit)/ loss of equity accounted associates |
| (20) | - | 6 |
Fair value losses/ (gains) on contingent consideration |
| 110 | (381) | (360) |
Tax on adjusting items |
| 798 | (332) | (687) |
Adjusted profit for the period |
| 12,637 | 5,505 | 12,807 |
Adjusted EBITDA reflects earnings before interest, tax, depreciation, amortisation and other items considered non-operational in nature. A reconciliation between adjusted EBITDA and statutory profit before tax is included in note 5.
Condensed Consolidated Balance Sheet
Six months ended 30 September 2021 (unaudited)
Notes |
6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 | |
Non-current assets |
|
|
| |
Property, plant and equipment | 15,860 | 4,002 | 9,125 | |
Right of use assets | 10,539 | 5,944 | 7,945 | |
Intangible assets | 133,926 | 76,302 | 76,848 | |
Investments in equity accounted associates | 241 | 352 | 221 | |
Investments in financial assets | 125 | - | 125 | |
Deferred tax assets | 98 | 205 | 98 | |
Trade and other receivables | 491 | 391 | 460 | |
Total non-current assets | 161,280 | 87,196 | 94,822 | |
Current assets |
|
|
|
|
Inventories |
| 26,807 | 9,182 | 12,127 |
Trade and other receivables |
| 118,788 | 39,151 | 42,832 |
Employee benefits |
| 2,689 | - | - |
Cash and cash equivalents |
| 18,389 | 13,798 | 8,592 |
Total current assets | 166,673 | 62,131 | 63,551 | |
Total assets | 327,953 | 149,327 | 158,373 | |
Current liabilities |
|
|
|
|
Trade and other payables |
| (125,885) | (33,127) | (38,769) |
Current income tax liabilities |
| (1,544) | (529) | (426) |
Lease liabilities |
| (1,788) | (774) | (1,497) |
Total current liabilities | (129,217) | (34,430) | (40,692) | |
Non-current liabilities |
|
|
|
|
Trade and other payables |
| (13,159) | (2,000) | (3,153) |
Loans and borrowings | 11 | (15,160) | (16,332) | (15,750) |
Lease liabilities |
| (9,233) | (5,481) | (6,796) |
Provisions |
| (1,225) | (1,325) | (1,247) |
Deferred tax liabilities |
| (6,556) | (5,299) | (5,301) |
Total non-current liabilities | (45,333) | (30,437) | (32,247) | |
Total liabilities | (174,550) | (64,867) | (72,939) | |
Net assets | 153,403 | 84,460 | 85,434 | |
Equity |
|
|
| |
Called up share capital | 2,983 | 2,305 | 2,305 | |
Share premium account | 112,035 | 49,999 | 49,999 | |
Capital redemption reserve | 2 | 2 | 2 | |
Share-based payment reserve | 832 | 99 | 266 | |
Merger reserve | 1,245 | 1,245 | 1,245 | |
Retained earnings | 36,347 | 30,810 | 31,623 | |
Equity attributable to equity holders of the parent | 153,444 | 84,460 | 85,440 | |
Non-controlling interests | (41) | - | (6) | |
Total equity | 153,403 | 84,460 | 85,434 |
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 September 2021 (unaudited)
|
| 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 2020 |
| 2,305 | 49,999 | 2 | 56 | 1,245 | 26,458 | 80,065 | - | 80,065 |
Profit for the six months to 30 September 2020 |
| - | - | - | - | - | 4,352 | 4,352 | - | 4,352 |
Total comprehensive income for the period |
| - | - | - | - | - | 4,352 | 4,352 | - | 4,352 |
Increase in share-based payment reserve |
| - | - | - | 43 | - | - | 43 | - | 43 |
Total contributions by and distributions to owners |
| - | - | - | 43 | - | - | 43 | - | 43 |
At 30 September 2020 |
| 2,305 | 49,999 | 2 | 99 | 1,245 | 30,810 | 84,460 | - | 84,460 |
Profit and total comprehensive income for the six months to 31 March 2021 |
| - | - | - | - | - | 5,313 | 5,313 | (6) | 5,307 |
Dividends paid |
| - | - | - | - | - | (4,500) | (4,500) | - | (4,500) |
Increase in share-based payment reserve |
| - | - | - | 167 | - | - | 167 | - | 167 |
Total contributions by and distributions to owners |
| - | - | - | 167 | - | (4,500) | (4,333) | - | (4,333) |
At 31 March 2021 |
| 2,305 | 49,999 | 2 | 266 | 1,245 | 31,623 | 85,440 | (6) | 85,434 |
At 1 April 2021 |
| 2,305 | 49,999 | 2 | 266 | 1,245 | 31,623 | 85,440 | (6) | 85,434 |
Profit for the six months to 30 September 2021 |
| - | - | - | - | - | 7,960 | 7,960 | (35) | 7,925 |
Total comprehensive income for the period |
| - | - | - | - | - | 7,960 | 7,960 | (35) | 7,925 |
Dividends paid |
| - | - | - | - | - | (3,236) | (3,236) | - | (3,236) |
Issue of paid shares |
| 678 | 64,322 | - | - | - | - | 65,000 | - | 65,000 |
Share issue costs |
|
| (2,286) | - | - | - | - | (2,286) | - | (2,286) |
Increase in share-based payment reserve |
| - | - | - | 566 | - | - | 566 | - | 566 |
Total contributions by and distributions to owners |
| 678 | 62,036 | - | 566 | - | (3,236) | 60,044 | - | 60,044 |
At 30 September 2021 |
| 2,983 | 112,035 | 2 | 832 | 1,245 | 36,347 | 153,444 | (41) | 153,403 |
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 September 2021 (unaudited)
|
|
6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 | |
Operating activities |
|
|
|
| |
Profit for the six months ended 30 September |
| 7,925 | 4,352 | 9,659 | |
Adjustments for: |
|
|
|
| |
Depreciation of property, plant and equipment |
| 472 | 334 | 726 | |
Depreciation of right of use assets |
| 885 | 445 | 1,111 | |
Amortisation of intangible assets |
| 1,897 | 1,748 | 3,619 | |
(Gain)/ Loss on disposal of property, plant & equipment |
| (6) | 14 | 4 | |
and right of use assets |
|
|
|
| |
Foreign exchange (gains)/ losses |
| (13) | 68 | (19) | |
Share-based payments expense |
| 880 | 43 | 338 | |
Share of post-tax (profit)/ loss in equity accounted associates |
| (20) | - | 6 | |
Fair value changes in contingent consideration |
| 110 | (381) | (360) | |
Movements in provisions |
| (22) | (64) | (142) | |
Finance income |
| (15) | (11) | (13) | |
Finance expense |
| 503 | 454 | 845 | |
Acquisition expenses |
| 999 | - | 105 | |
Income tax expense |
| 3,938 | 1,064 | 1,506 | |
Operating cash flows before movements in working capital |
| 17,533 | 8,066 | 17,385 | |
Changes in working capital: |
|
|
|
| |
(Increase)/ Decrease in inventories |
| (5,540) | 609 | (2,011) | |
Increase in trade and other receivables |
| (11,263) | (2,591) | (4,077) | |
Increase/ (Decrease) in trade and other payables |
| 6,230 | (2,494) | 1,792 | |
Cash generated from operations |
| 6,960 | 3,590 | 13,089 | |
Payment of exceptional acquisition expenses |
| (999) | - | (105) | |
Interest received |
| 15 | 11 | 13 | |
Interest paid |
| (161) | (241) | (367) | |
Income taxes paid |
| (2,541) | (1,144) | (2,435) | |
Net cash generated from operating activities |
| 3,274 | 2,216 | 10,195 | |
Investing activities |
|
|
|
| |
Purchase of property, plant and equipment |
| (3,589) | (119) | (5,669) | |
Proceeds from sale of property, plant and equipment |
| 35 | 9 | 59 | |
Proceeds from sale of right of use assets |
| - | - | 9 | |
Acquisition of subsidiaries |
| (39,467) | - | (2,548) | |
Net cash acquired with subsidiary undertakings |
| 2,679 | - | 2,274 | |
Net cash used in investing activities |
| (40,342) | (110) | (5,875) | |
Financing activities |
|
|
|
| |
Equity dividends paid |
| (3,236) | - | (4,500) | |
Proceeds from issue of ordinary shares |
| 55,000 | - | - | |
Payment of share issue costs |
| (2,286) | - | - | |
Proceeds from bank borrowings |
| 41,100 | - | 3,400 | |
Repayment of bank borrowings |
| (41,400) | (8,500) | (12,500) | |
Payment of lease liabilities |
| (1,094) | (561) | (1,398) | |
Payment of deferred and contingent consideration |
| (847) | (6,427) | (7,883) | |
Payment of transaction costs relating to loans and borrowings |
| (375) | (90) | (90) | |
Net cash generated from/ (used in) financing activities |
| 46,862 | (15,578) | (22,971) | |
Net increase/ (decrease) in cash and cash equivalents |
| 9,794 | (13,472) | (18,651) | |
Cash and cash equivalents at beginning of period |
| 8,592 | 27,269 | 27,269 | |
Effect of changes in foreign exchange rates |
| 3 | 1 | (26) | |
Cash and cash equivalents at end of period |
| 18,389 | 13,798 | 8,592 | |
|
|
|
|
| |
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 September 2021 (unaudited)
1. General InformationBrickability Group plc (the 'Company' or the 'Group') is a public company limited by shares, incorporated in the United Kingdom under the Companies Act 2006 (registration number 11123804) and registered in England and Wales. The registered office address is c/o Brickability Limited, South Road, Bridgend Industrial Estate, Bridgend, United Kingdom, CF31 3XG.Copies of this Interim Report may be obtained from the registered address or from the Investors section of the Company's website at www.brickabilitygroupplc.com.
2. Basis of PreparationThese condensed consolidated interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read in conjunction with the Group's last annual consolidated financial statements as at and for the year ended 31 March 2021. They do not include all of the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to understanding changes in the Group's financial position and performance since the last annual financial statements.The Annual Report and Accounts for the year ended 31 March 2021 was audited and has been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Accounts for the year ended 31 March 2021 was not qualified and did not contain statements under s498(2) or (3) of the Companies Act 2006.The financial information for the six months ended 30 September 2021 and 30 September 2020 is unaudited and has not been reviewed by the Company's auditors.The interim financial statements are presented in pounds sterling, which is the functional currency of the Group. Amounts are rounded to the nearest thousand, unless otherwise stated.The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and thus continue to adopt the going concern basis in preparing these interim financial statements. 3. Significant Accounting PoliciesThe Group has applied the same accounting policies in these interim financial statements as in its 2021 annual financial statements. There have been no significant amendments or new standards introduced during the period that would have a material impact on the amounts reported.4. Use of judgements and estimates The significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty for the interim financial statements are the same as those described in the 2021 annual financial statements. 5. Segmental analysisThe Group generates revenue through three main activities and thus has three reportable segments, as follows:
§ Bricks and Building Materials, which incorporates the sale of superior quality building materials to all sectors of the construction industry including national house builders, developers, contractors, general builders and retail to members of the public;
§ Roofing Services, which incorporates the supply of roofing construction services, primarily within the residential construction sector; and
§ Heating, Plumbing and Joinery, which incorporates the sale of high-performance joinery materials and the distribution of radiators and associated parts and accessories.
Inter-segment sales are eliminated from the results reported to the chief operating decision maker (CODM) and from the consolidated interim financial statements.
| 6 months ended 30 September 2021 | 6 months ended 30 September 2020 | ||||||
|
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 |
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 |
Revenue from sale of goods | 192,141 | - | 16,061 | 208,202 | 60,313 | - | 9,991 | 70,304 |
Revenue from rendering of services | 6,609 | 8,692 | - | 15,301 | - | 4,953 | - | 4,953 |
Total revenue | 198,750 | 8,692 | 16,061 | 223,503 | 60,313 | 4,953 | 9,991 | 75,257 |
EBITDA | 15,341 | 1,269 | 3,563 | 20,173 | 5,520 | 888 | 2,515 | 8,923 |
Centralised costs |
|
|
| (2,605) |
|
|
| (904) |
(Loss)/ profit on disposal of assets |
|
|
| 6 |
|
|
| (14) |
Group adjusted EBITDA |
|
|
| 17,574 |
|
|
| 8,005 |
Depreciation |
|
|
| (1,357) |
|
|
| (779) |
Amortisation |
|
|
| (1,897) |
|
|
| (1,748) |
Acquisition costs |
|
|
| (999) |
|
|
| - |
Share-based payment expense |
|
|
| (880) |
|
|
| - |
Finance income |
|
|
| 15 |
|
|
| 11 |
Finance expense |
|
|
| (503) |
|
|
| (454) |
Share of results of associates |
|
|
| 20 |
|
|
| - |
Fair value gains and losses |
|
|
| (110) |
|
|
| 381 |
Group profit before tax |
|
|
| 11,863 |
|
|
| 5,416 |
| Year ended 31 March 2021 (Audited) |
| |||
|
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 | |
Revenue from sale of goods | 141,019 | - | 24,452 | 165,471 | |
Revenue from rendering of services | 3,187 | 12,426 | - | 15,613 | |
Total revenue | 144,206 | 12,426 | 24,452 | 181,084 | |
EBITDA | 11,662 | 2,571 | 5,766 | 19,999 | |
Centralised costs |
|
|
| (2,453) | |
Profit on disposal of assets |
|
|
| (4) | |
Group adjusted EBITDA |
|
|
| 17,542 | |
Depreciation |
|
|
| (1,837) | |
Amortisation |
|
|
| (3,619) | |
Acquisition costs |
|
|
| (105) | |
Share-based payment expense |
|
|
| (338) | |
Finance income |
|
|
| 13 | |
Finance expense |
|
|
| (845) | |
Share of results of associates |
|
|
| (6) | |
Fair value gains and losses |
|
|
| 360 | |
Group profit before tax |
|
|
| 11,165 | |
| 6 months ended 30 September 2021 | 6 months ended 30 September 2020 | |||||||
|
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 |
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 |
|
Non-current segment assets | 108,862 | 23,036 | 28,918 | 160,816 | 40,958 | 19,512 | 26,167 | 86,637 |
|
Current segment assets | 146,670 | 5,505 | 13,543 | 165,718 | 42,448 | 6,584 | 10,970 | 60,002 |
|
Total segment assets | 255,532 | 28,541 | 42,461 | 326,534 | 83,406 | 26,096 | 37,137 | 146,639 |
|
Investment in associates |
|
|
| 241 |
|
|
| 352 |
|
Investments in financial assets |
|
|
| 125 |
|
|
| - |
|
Deferred tax assets |
|
|
| 98 |
|
|
| 205 |
|
Head office |
|
|
| 955 |
|
|
| 2,131 |
|
Group assets |
|
|
| 327,953 |
|
|
| 149,327 |
|
Total segment liabilities | (120,161) | (3,882) | (6,547) | (130,590) | (29,900) | (4,172) | (4,943) | (39,015) |
Loans and borrowings (excluding leases and overdrafts) |
|
|
| (15,160) |
|
|
| (16,332) |
Derivative financial liabilities |
|
|
| - |
|
|
| - |
Deferred tax liabilities |
|
|
| (6,556) |
|
|
| (5,299) |
Other unallocated central liabilities |
|
|
| (22,244) |
|
|
| (4,221) |
Group liabilities |
|
|
| (174,550) |
|
|
| (64,867) |
| Year ended 31 March 2021 (Audited) |
| |||
|
Bricks and Building Materials £'000 |
Roofing Services £'000 |
Heating, Plumbing and Joinery £'000 | Consolidated £'000 | |
Non-current segment assets | 46,276 | 18,235 | 29,867 | 94,378 | |
Current segment assets | 45,635 | 3,799 | 12,582 | 62,016 | |
Total segment assets | 91,911 | 22,034 | 42,449 | 156,394 | |
Investment in associates |
|
|
| 221 | |
Investments in financial assets |
|
|
| 125 | |
Deferred tax assets |
|
|
| 98 | |
Head office |
|
|
| 1,535 | |
Group assets |
|
|
| 158,373 | |
Total segment liabilities | (37,570) | (2,815) | (7,040) | (47,425) |
Loans and borrowings (excluding leases and overdrafts) |
|
|
| (15,750) |
Deferred tax liabilities |
|
|
| (5,301) |
Other unallocated central liabilities |
|
|
| (4,463) |
Group liabilities |
|
|
| (72,939) |
|
|
| 6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
Amounts recognised as distributions to equity holders in the period: |
|
|
|
|
|
Final dividend for the year ended 31 March 2021 of 1.0850p per share (31 March 2021: for the year ended 31 March 2020 of 1.0850p per share)
|
|
| 3,236 | - | 2,500 |
Interim dividend for the year ended 31 March 2022 (31 March 2021: for the year ended 31 March 2021 of 0.8678p per share)
|
|
| - | - | 2,000 |
Total dividends paid during the period |
|
| 3,236 | - | 4,500 |
| 6 months ended 30 September 2021 | 6 months ended 30 September 2020 | ||||
| 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 | 7,960 | 264,356,685 | 3.01 | 4,352 | 230,458,821 | 1.89 |
Effect of dilutive securities Employee share options |
- |
5,017,128 |
- |
- |
68,223 |
- |
Diluted earnings per share | 7,960 | 269,373,813 | 2.96 | 4,352 | 230,527,044 | 1.89 |
| Year ended 31 March 2021 (Audited) | ||
| Earnings £'000 | Weighted average number of shares | Earnings per share (p) |
Basic earnings per share | 9,665 | 230,458,821 | 4.19 |
Effect of dilutive securities Employee share options |
- |
629,983 |
- |
Diluted earnings per share | 9,665 | 231,088,804 | 4.18 |
Adjusted earnings per share and adjusted diluted earnings per share, based on the adjusted profit attributable to the equity holders of the parent (adjusted profit for the period add non-controlling interest share of loss), is based on the following data:
| 6 months ended 30 September 2021 | 6 months ended 30 September 2020 | ||||
| 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 | 12,672 | 264,356,685 | 4.79 | 5,505 | 230,458,821 | 2.39 |
Effect of dilutive securities Employee share options |
- |
5,017,128 |
- |
- |
68,223 |
- |
Adjusted diluted earnings per share | 12,672 | 269,373,813 | 4.70 | 5,505 | 230,527,044 | 2.39 |
| Year ended 31 March 2021 (Audited) | ||
| Earnings £'000 | Weighted average number of shares | Earnings per share (p) |
Adjusted basic earnings per share | 12,813 | 230,458,821 | 5.56 |
Effect of dilutive securities Employee share options |
- |
629,983 |
- |
Adjusted diluted earnings per share | 12,813 | 231,088,804 | 5.54 |
9. Business combinations The Group acquired the entire share capital and 100% of the voting rights in the following companies during the period:
Company acquired | Acquisition date |
Taylor Maxwell (2017) Limited | 30 June 2021
|
Leadcraft Limited | 30 July 2021
|
|
|
|
| Taylor Maxwell (2017) Limited £'000 | Leadcraft Limited £'000 |
Property plant and equipment |
|
|
| 3,519 | 128 |
Right of use assets |
|
|
| 2,971 | 103 |
Inventory |
|
|
| 9,126 | 13 |
Trade and other receivables |
|
|
| 63,939 | 778 |
Employee benefits |
|
|
| 2,689 | - |
Cash and cash equivalents |
|
|
| 2,585 | 94 |
Trade and other payables |
|
|
| (72,726) | (247) |
Current income tax liabilities |
|
|
| (380) | (138) |
Lease liabilities |
|
|
| (3,115) | (103) |
Deferred tax |
|
|
| (439) | (18) |
Total identifiable net assets |
|
|
| 8,169 | 610 |
Goodwill |
|
|
| 54,086 | 4,890 |
Total consideration |
|
|
| 62,255 | 5,500 |
Satisfied by: |
|
|
|
|
|
Cash paid |
|
|
| 36,167 | 3,300 |
Share consideration |
|
|
| 10,000 | - |
Deferred cash consideration |
|
|
| 3,088 | 1,320 |
Contingent consideration |
|
|
| 13,000 | 880 |
Total consideration |
|
|
| 62,255 | 5,500 |
|
|
|
| Taylor Maxwell (2017) Limited £'000 | Leadcraft Limited £'000 |
Revenue |
|
|
| 89,703 | 801 |
Net profit |
|
|
| 4,558 | 164 |
|
|
|
| Taylor Maxwell (2017) Limited £'000 | Leadcraft Limited £'000 |
Acquisition costs |
|
|
| 909 | 82 |
Company acquired |
Discount rate |
Fair value at acquisition £'000 | Fair value at 30 September 2021 £'000 | Fair value at 30 September 2020 £'000 |
Undiscounted amount payable 30 September 2021 £'000 |
Undiscounted amount payable 30 September 2020 £'000 |
The Bespoke Brick Company Limited | 4.9% | - | - | - | - | - |
Brickmongers (Wessex) Ltd | 4.8% | 138 | - | 27 | - | 29 |
CPG Building Supplies Limited
| 4.0% | (201) | - | - | - | - |
U Plastics Limited | 3.5% | 2,208 | 2,306 | 2,228 | 2,400 | 2,400 |
Bathroom Barn Limited | 1.7% | 231 | 227 | - | 233 | - |
McCann Logistics Ltd | 1.7% | 889 | 890 | - | 913 | - |
Financial instrument |
| Valuation technique | Significant Unobservable inputs | Range/ estimate | Sensitivity of the input to fair value |
Contingent Consideration in a business combination (note 9) |
| Present value of future cash flows | Assumed probability-adjusted EBITDA of acquired entities.
Discount rate | Sept 2021: £1,110,000 - £3,766,000
Sept 2020: £917,000 - £4,038,000
March 2021: £1,142,000 - £3,852,000
Sept 2021: 1.7% - 4.9%
Sept 2020: 3.5% - 4.8%
March 2021: 1.7% - 4.9%
| The higher the adjusted EBITDA, the higher the fair value. If forecast EBITDA was 10% higher, while all other variables remained constant, the fair value of the overall contingent consideration liability would increase by £327,000 (2020: £24,000). A 10% decrease in EBITDA would result in a decrease in the liability of £335,000 (2020: £130,000). (March 2021: increase of £140,000 and decrease of £424,000)
The higher the discount rate, the lower the fair value. If the discount rate applied was 2% higher, while all other variables remained constant, the fair value of the overall contingent consideration liability would decrease by £85,000 (2020: £94,000). A 2% decrease in the rate would result in an increase in the liability of £82,000 (2020: £98,000). (March 2021: decrease of £110,000 and increase of £108,000)
|
Contingent consideration liability |
|
| 6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
At 1 April |
|
| 3,442 | 2,357 | 2,357 |
Additions through business combinations |
|
| 13,880 | - | 1,120 |
Finance expense charged to profit or loss |
|
| 46 | 42 | 89 |
Settlement |
|
| (175) | 236 | 236 |
Fair value (gains)/ losses recognised in profit or loss
|
|
| 110 | (381) | (360) |
At 30 September/ 31 March |
|
| 17,303 | 2,254 | 3,442 |
|
|
|
|
| 6 months ended 30 Sept 2021 £'000 | 6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
Current loans and borrowings at 1 April | - | - | - |
Non-current loans and borrowings at 1 April | 15,750 | 24,912 | 24,912 |
Total loans and borrowings at 1 April | 15,750 | 24,912 | 24,912 |
Issue of bank loans | 41,100 | - | 3,400 |
Repayment of bank loans | (41,400) | (8,500) | (12,500) |
Payment of transactions costs | (375) | (90) | (90) |
Other movements* | 85 | 10 | 28 |
Loans and borrowings at 30 September/ 31 March | 15,160 | 16,332 | 15,750 |
|
|
|
|
Analysed as: |
|
|
|
Current loans and borrowings | - | - | - |
Non-current loans and borrowings | 15,160 | 16,332 | 15,750 |
Loans and borrowings at 30 September/ 31 March | 15,160 | 16,332 | 15,750 |
|
6 months ended 30 Sept 2021 £'000 |
6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
Directors' loan accounts | - | 978 | 978 |
|
|
6 months ended 30 Sept 2021 £'000 |
6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 | |
Key management personnel compensation
|
|
|
|
| |
Short-term employee benefits |
| 1,252 | 1,073 | 3,219
| |
Post-employment benefits |
| 18 | 36 | 75 | |
Share-based payment expense |
| 168 | 2 | 96 | |
|
| 1,438 | 1,111 | 3,390 | |
|
| Amounts owed by related parties |
| Amounts owed to related parties |
| ||
|
6 months ended 30 Sept 2021 £'000 |
6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
6 months ended 30 Sept 2021 £'000 |
6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 | |
Associates | - | 30 | - | 138 | 45 | 88 | |
Other related parties | - | - | - | - | - | 24 | |
| - | 30 | - | 138 | 45 | 112 | |
|
| Purchases from related parties | ||
|
|
6 months ended 30 Sept 2021 £'000 |
6 months ended 30 Sept 2020 £'000 | Year ended 31 March 2021 (Audited) £'000 |
Associates |
| 297 | 179 | 474 |
Other related parties |
| 109 | 89 | 199 |
|
| 406 | 268 | 673 |
|
|
|
|
| £'000 |
Property plant and equipment |
|
|
|
| 17 |
Inventory |
|
|
|
| 86 |
Trade and other receivables |
|
|
|
| 481 |
Trade and other payables |
|
|
|
| (433) |
Total identifiable net assets |
|
|
|
| 151 |
Due to the timing of the acquisition, a detailed assessment of the fair value of the identifiable net assets, and value of any uncollectable contractual cash flows, has not yet been completed at the date of approving these interim financial statements.
The total consideration expected to be payable is:
|
|
|
|
| £'000 |
Cash |
|
|
|
| 3,276 |
Contingent consideration |
|
|
|
| 2,184 |
Total consideration |
|
|
|
| 5,460 |
The above consideration is subject to post completion adjustments.
The contingent consideration is subject to future performance of the acquired business, measured against agreed adjusted EBITDA targets, over the five years following acquisition. Due to the timing of the acquisition, the above value represents an initial undiscounted estimate of contingent consideration payable. It is not possible to determine a range of outcomes for the contingent consideration payable as the arrangement does not contain a maximum payable.
It is expected that goodwill will arise on the acquisition and this will primarily comprise the value of expected synergies arising from the acquisition and value of the assembled workforce. This goodwill is not expected to be deductible for tax purposes.
Related Shares:
Brickability Group