5 March 2024
SIG plc
Full year results for the
year ended 31 December 2023
Resilient performance in
challenging markets
SIG plc ("SIG", "the Group" or
"the Company") today announces its results for the full year ended
31 December 2023 ("FY23" or "the year").
|
2023
|
2022
|
Underlying1
revenue
|
£2,761.2m
|
£2,744.5m
|
LFL2 sales
|
(2.0)%
|
17.0%
|
Gross margin
|
25.3%
|
25.9%
|
Underlying1 operating
profit
|
£53.1m
|
£80.2m
|
Underlying1 operating
margin
|
1.9%
|
2.9%
|
Underlying1 profit before
tax
|
£17.4m
|
£51.6m
|
Underlying1 earnings per
share
|
0.4p
|
3.2p
|
Net debt
|
£458.0m
|
£444.0m
|
Net debt (pre-IFRS 16)
|
£154.0m
|
£160.3m
|
|
|
|
Statutory results
|
2023
|
2022
|
Revenue
|
£2,761.2m
|
£2,744.5m
|
Operating profit
|
£4.0m
|
£56.2m
|
(Loss)/profit before tax
|
£(31.9)m
|
£27.5m
|
Total (loss)/profit after
tax
|
£(43.4)m
|
£15.5m
|
Basic (loss)/earnings per
share
|
(3.8)p
|
1.3p
|
|
|
|
Financial
highlights
·
FY23 results reflect continued strong execution,
against a challenging market backdrop
·
Full year Group like-for-like2 ("LFL")
sales down 2%, with revenues of £2.76bn (2022: £2.74bn)
·
Underlying1 operating profit of
£53.1m, down from £80.2m in 2022, with effective cost actions
mitigating in part the impact of operating cost inflation and
subdued market demand
·
Underlying1 profit before tax of
£17.4m. Statutory loss before tax of £(31.9)m, reflecting £49.3m of
Other items, including £33.8m non-cash impairment of UK Interiors
business
·
Operating cash flow3 of £53m,
representing a 100% conversion of underlying operating profit to
operating cash; positive free cash flow3 of
£4m
·
Year end net debt of £458m post-IFRS 16 (2022:
£444m) and £154m pre-IFRS 16 (2022: £160m)
Operational and strategic
highlights
·
Benefits of a diversified pan-European portfolio
helped in managing through challenging market
conditions:
o UK Exteriors delivered positive LFL sales growth, with good
market momentum following ongoing programme of revitalising
branches, sales team skills, and training
o Both French businesses executing well in a tough
market
o Germany benefiting from strengthening execution to maintain
operating margin gains of recent years, despite weaker volumes and
difficult local market conditions
o Poland achieved 5% growth in H2 with local market conditions
stabilising
·
Restructuring executed during H2 2023 will
deliver approximately £10m of annualised cost savings, the majority
of which will benefit FY24
·
Increased strategic focus on specialist
businesses and operational execution across the Group
·
Management structures in corporate centre and the
UK business simplified to provide greater focus and
efficiency
·
Strategic actions and priorities set out at
Capital Markets Event in November 2023
Commenting, Gavin Slark, Chief Executive Officer,
said:
"The Group delivered robust results in 2023, despite ongoing
market weakness, demonstrating the benefits and resilience of our
diversified geographic and end-market profile. Alongside this, the
Group has also been effective in executing restructuring and
productivity initiatives across the business. These are a key
element of our strategic plan to drive operating margin growth over
the medium-term to our target of 5%.
By increasing focus on driving operational efficiencies,
stronger commercial execution and employee engagement, the Board is
confident that the Group's leading market positions will continue
to strengthen further when conditions improve across our markets.
We remain financially and
commercially well placed and are taking proactive steps to drive
meaningful shareholder value in the medium and
long-term."
Notes
1. Underlying represents the results before Other items.
Other items have been disclosed separately in order to give an
indication of the underlying earnings of the Group.
Underlying
profit includes a £3.7m profit in H2 2023 on the sale of the old
French Exteriors head office building, as previously
guided.
2. Like-for-like ("LFL") is defined as the growth/(decline)
in sales per working day in constant currency excluding any current
and prior year acquisitions and disposals. Sales are not adjusted
for branch openings or closures.
3. Free cash flow is defined as all cash flows excluding
M&A transactions, dividend payments, and financing
transactions. Operating cash flow represents free cash flow before
interest and financing, costs of refinancing and
tax.
An Investor and Analyst presentation will be available on
www.sigplc.com from 7:15am on Tuesday 5
March 2024.
A
live presentation of the results followed by Q&A, hosted by
Gavin Slark, CEO, and Ian Ashton, CFO, will take place at 10:15am
UK time on the date above.
Please click the link below to join the
webinar:
https://storm-virtual-uk.zoom.us/webinar/register/WN_qyUzFsciQL2nzs9Lt_3m7w
Webinar ID:
857 8775 6657
Or One tap mobile:
+443300885830,,85787756657#
United Kingdom
+441314601196,,85787756657#
United Kingdom
Or
join by phone:
United Kingdom: +44 330 088 5830 or
+44 131 460 1196 or +44 203 481 5237 or +44 203 481 5240 or +44 203
901 7895 or +44 208 080 6591 or +44 208 080 6592
International numbers
available: https://storm-virtual-uk.zoom.us/u/kb6OTlSB3N
Enquiries
SIG
plc
|
|
+44
(0) 114 285 6300
|
Gavin Slark
Ian Ashton
|
Chief Executive Officer
Chief Financial Officer
|
|
Sarah Ogilvie
|
Head of Investor
Relations
|
|
|
|
|
FTI
Consulting
|
|
+44
(0) 20 3727 1340
|
Richard Mountain
|
|
|
|
|
|
Peel Hunt LLP - Joint broker to SIG
|
+44
(0) 20 7418 8900
|
Mike Bell / Charles
Batten
|
|
|
|
Investec Bank plc - Joint broker to SIG
|
+44
(0) 20 7597 5970
|
Bruce Garrow / David
Anderson
|
|
LEI: 213800VDC1BKJEZ8PV53
About
SIG plc is a leading
pan-European supplier of specialist building products to trade
customers across the UK, France, Germany, Ireland, Benelux and
Poland. With leading market positions in specialist insulation,
interiors and exteriors products, as well as a growing position in
construction accessories, SIG facilitates one-stop access to an
extensive product range, provides expert technical advice and
coordinates often complex delivery requirements. For suppliers, SIG
offers a channel through which products can be brought to a highly
fragmented market of smaller customers and sites that are of
insufficient scale to supply direct. SIG employs more than 7,000
employees across Europe and is listed on the London Stock Exchange
(SHI). For more information, please visit the Company's
website, www.sigplc.com.
Trading overview
Reported Group revenues were 1%
higher in the year, including a c1% contribution from acquisitions
and a c1% positive impact from exchange rates. LFL revenues
declined 2% compared to prior year, reflecting the subdued demand
conditions in many of the Group's key markets. Pass through of
input cost inflation added an estimated 5% to revenues for the year
as a whole, being 9% in H1 and flat in H2.
2023 LFL growth rates across most
geographies reduced in H2, compared to H1, due to the declining
impact of input cost inflation noted above. As expected,
year-over-year volume declines moderated in H2, reflecting weaker
comparators in H2 2022. Absolute volumes softened through the year
due to continued weakening in market demand, reflecting conditions
across the European building and construction sector.
LFL
sales growth
2023 vs 2022
|
H11
|
H2
|
FY
|
FY23 sales
|
|
|
|
|
£m
|
UK Interiors
|
5%
|
(7)%
|
(1)%
|
557
|
UK Exteriors
|
1%
|
2%
|
1%
|
369
|
UK Specialist Markets
|
(7)%
|
(5)%
|
(6)%
|
248
|
UK
|
1%
|
(4)%
|
(1)%
|
1,174
|
|
|
|
|
|
France Interiors
|
1%
|
(3)%
|
(1)%
|
219
|
France Exteriors
|
2%
|
(8)%
|
(3)%
|
458
|
Germany
|
0%
|
(2)%
|
(1)%
|
462
|
Poland
|
(9)%
|
5%
|
(2)%
|
238
|
Benelux
|
7%
|
(8)%
|
0%
|
117
|
Ireland
|
(18)%
|
(10)%
|
(15)%
|
94
|
EU
|
(1)%
|
(4)%
|
(3)%
|
1,588
|
|
|
|
|
|
Group
|
0%
|
(4)%
|
(2)%
|
2,761
|
Table note: 1.UK numbers reflect new reporting structure
including restatement of H1.
In the UK Interiors business, the
strategic and operational changes made since mid-2020 continue to
enable the business to return towards its previous market position,
reflected in a robust performance against the market in FY23. In UK
Exteriors, the performance was also strong relative to the market,
driven by renewed commercial focus and execution under the new
structure.
As announced at our Capital
Markets Event on 23 November 2023, we are now reporting the UK
Specialist Markets business as a separate reporting unit, in line
with the new management structure in place. The UK Specialist
Markets business experienced continuing good demand for its high
specification and innovative building solutions, but revenue was
affected by weaker demand in the agricultural and commercial
warehousing and residential new build segments, and by lower
year-over-year input pricing on steel.
In France, market conditions
affected demand in our specialist roofing Exteriors business
(Larivière) in H2 in particular, but both businesses continued to
execute very effectively on their strategic plans. Larivière, has
successfully expanded product categories in the year including
private label slate, its Irondel range and its solar product
offering. In LiTT, our Interiors business, we have strengthened our
market position in insulation and focused on driving up sales and
performance at new and refreshed branch locations. The German
business continued its robust recovery of the last two years,
performing well in what was a very challenging market. During 2023
we have expanded our product mix in specialist flooring and
technical insulation with a continued focus on branch performance
and operational productivity overall, boosted by modernisation
initiatives. Poland's growth rebounded in the second half, with
increased volumes as well as the impact of some softer H2
comparators. Benelux has had new management in place since October
2023 to address and improve performance. Ireland's results reflect
a tough market environment in 2023 in the sectors in which we
operate.
Strategic progress
In November 2023
the Group presented an update on the Group's vision, long-term
priorities and strategic growth opportunities at a Capital Markets
Event in London.
Our vision is to be the best
provider of specialist construction and insulation products in
Europe. Being a "partner of choice" to our customers remains one of
our three long-term objectives, and to achieve this we need to
provide great service, the right products, and excellent
logistics.
Our second long-term objective is
to improve our operating performance. We have outlined four key
pillars, which are set out further below, to drive our operating
performance over the medium-term to reach our target 5% operating
profit margin. Within this we have set medium-term target operating
margins for each of our operating companies. These targets are a
key threshold for unlocking meaningful value creation for
shareholders, specifically through higher cash
generation.
Our third long-term commitment is
to grow sustainably, as we work towards five long-term
sustainability commitments including reaching net zero carbon by
2035.
During 2023 we made good progress
in improving the underlying quality and effectiveness of our
operations through our four key pillars, summarised
below:
Grow
We are focused on delivering
above-market growth in all of our businesses.
Despite the market contraction and
lower volumes seen in 2023, we kept our focus on readying our
business for the medium-term sales growth opportunities ahead of
us, and to gain business with our customers by winning on
service.
By way of illustration, the UK
Exteriors business delivered strong sales growth in 2023 relative
to the market conditions. The business has invested consistently
across the last 18 months in reinvigorating its branches, in
in-store merchandising and in structured programmes to boost the
sales and customer service skills of our teams. This is yielding
good results, and there are similar initiatives being executed
across the Group, tailored to reflect local market
dynamics.
Execute
We are focused on strengthening
our operational execution and margin across our
geographies.
During the latter part of 2023 we
executed a number of restructuring and productivity initiatives
that will benefit the business in 2024 and beyond. These include a
streamlining of central costs, and a review of operating company
cost structures, most notably in the UK, Germany and Ireland. As
well as generating permanent cost reductions of
around £10m on an annualised basis, these initiatives
will facilitate improved operational agility and
execution.
Modernise
We are pursuing actions to
modernise our operations to increase efficiency and
productivity.
The Group made further progress on
modernisation of our operations in 2023. We are expanding our
customer-facing e-commerce platforms, with development work in
Germany and France, where we are leveraging our successful
e-commerce experience in Poland. In Germany we launched a new
fast-collection service utilising technology which allows quicker
collections for customers at greater efficiency for us, and 90% of
branch customer collections are now signed for digitally. In
addition we delivered continued technology enabled delivery
improvements in France and Ireland during the year.
Specialise
We will accelerate growth in our
more specialist and higher return businesses within our
portfolio.
As outlined above, the creation of
UK Specialist Markets as a standalone reporting unit in the UK will
allow us to better focus on and accelerate the growth and higher
margin opportunities that exist in these specialist businesses that
have previously been less of a focus in the Group's
strategy.
The UK Specialist Markets team had
a successful year in growing our relationships with, and sales to,
some of the UK's largest infrastructure investment projects, such
as the HS2 rail line (stage 1) and the Hinkley Point development.
In addition, the business has seen resilient demand for our
innovative steel structure offerings in solar canopies and bespoke,
high performance insulation fabrication services.
In France Exteriors, 2023 was a
year of good progress in expanding our solar product offering, in
particular in introducing new highly innovative lightweight solar
panels into our product range.
Balance Sheet
The Group maintained a robust
balance sheet during 2023. The Group has reported a free cash
inflow of £4.2m, helped by solid working capital management, with
year end gross cash balances of £132.2m (2022: £130.1m). The
movement in cash balances in the year reflects the free cash flow,
partially offset by small currency movements and deferred
acquisition costs. The Group's revolving credit facility ("RCF") of
£90m remained undrawn as at 31 December 2023, providing a
significant liquidity reserve.
Year end net debt (post-IFRS 16)
was £458.0m (2022: £444.0m). Year end net debt on a pre-IFRS 16
basis was £154.0m (2022: £160.3m). Year end net debt represented
leverage of 3.5x and 2.8x on post and
pre-IFRS 16 bases respectively. An
increase in net lease liabilities of £20.1m due to lease renewals
and extensions, mainly in the UK and Germany, was partially offset
by a favourable currency movement of £5.8m on bond debt.
Dividend
No dividend will be paid for
2023. The Board reiterates its commitment
to return to paying a dividend, appropriately covered by underlying
earnings, when it is prudent to do so. Continued successful
strategic execution, including sensible investment where
appropriate, will deliver sustainable, profitable growth and cash
generation, especially as markets recover, allowing the Board to
consider a range of capital allocation options.
Sustainability
SIG is committed to growing
sustainably and we have five long-term commitments to guide us in
this journey.
In 2023, we achieved a further 3%
reduction in carbon emissions, through ongoing progress on fleet
transition and energy mix and with lower year-on-year volumes. We
also completed our first Scope 3 emissions impact
assessment.
Reducing our waste and diverting
it from landfill is also a key focus area, and waste diverted from
landfill in 2023 improved to 94% (2022: 92%), with our total waste
volume 16% lower.
Our safety performance has
improved in 2023, with a good reduction in our Lost Time Injury
Frequency Rate ("LTIFR") to 8.4 from 11.1 in 2022, with solid
improvements in France and the UK in particular. We have achieved
an encouraging increase in "near miss" hazard reporting (66%) in
2023, demonstrating a more open reporting culture and better
opportunity to prevent hazards from becoming incidents. This has
been supported by a new "Everyone Safe, Every Day" safety strategy
across the Group, along with aligned safety objectives and
KPIs.
People
The Board would like to thank all
employees of the Group for their continued commitment and hard work
throughout the year. During the year, employee engagement was
stable at +14, which the Board regards as a positive result given
the context of the challenging market conditions and restructuring
initiatives in some areas of the business during the
year.
Having an engaged and high
performing workforce remains a priority within the Group's ongoing
development. We are committed to our ambition of being an employer
of choice in the building materials sector.
Outlook
Looking ahead, the Group expects
continued softness in market conditions in 2024.
However, during this period of
market weakness we will continue to strengthen our execution and
organisation such that we deliver higher margin growth and
performance for the medium-term. We remain confident in our ability
to manage through this current phase of the cycle and to ensure
that we are more than ready to take advantage of the significant
long-term opportunities for the Group as markets
recover.
FINANCIAL REVIEW
The Group managed effectively the
impact of increasingly challenging market conditions during 2023.
We maintained robust liquidity, and executed productivity and
restructuring initiatives that will reduce costs and improve
operational agility.
Revenue
Group revenue of £2,761.2m (2022:
£2,744.5m) was 1% higher on a reported basis, including 1% from
acquisitions, 1% from movements on exchange rates and a marginal
impact from differences in the number of working days. LFL revenue
was down 2% year-on-year. Within this figure, volumes declined in
the majority of our markets. We estimate the positive impact of the
pass through of input cost inflation on revenue growth for the year
was approximately 5%, with this impact reducing significantly over
the course of the year as prior year increases
annualised.
Operating costs and profit
Gross profit decreased 1.6% to
£699.6m (2022: £711.0m) with a gross profit margin of 25.3% (2022:
25.9%). The reduction in gross margin was due partly to strong
comparatives, especially in our UK Exteriors business, and also
greater than normal pricing pressure, reflective of the challenging
demand environment. The businesses continue to manage these
dynamics effectively.
The Group's underlying operating
costs increased by 2.5% to £646.5m (2022: £630.8m). The increase
was primarily due to inflation, with the biggest impact being on
wages and salaries, followed by property and energy costs. These
headwinds were partially offset by ongoing productivity initiatives
and the initial impact of restructuring actions taken in the second
half. Year-over-year operating costs were also affected by a lower
charge for bad debts as a result of one unusually high charge
incurred during 2022 of £5m, as reported at the time, and a £3.7m
profit in 2023 from the sale of the French Exteriors head office
building in Angers.
As a result, the Group's
underlying operating profit decreased to £53.1m (2022: £80.2m), at
an operating margin of 1.9% (2022: 2.9%). Reported operating profit
was £4.0m (2022: £56.2m) after Other items of £49.1m (2022:
£24.0m). Other items includes a £33.8m impairment in the UK
Interiors business and restructuring costs of £8.0m, with a further
breakdown of Other items set out later in this report.
Segmental analysis
UK
|
Revenue
2023
£m
|
Revenue
restated
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
(loss)/profit
2023
£m
|
Underlying
operating
profit
restated1
2022
£m
|
UK Interiors
|
556.5
|
561.5
|
(1)%
|
(1.6)
|
7.9
|
UK Exteriors
|
369.4
|
363.1
|
1%
|
10.6
|
9.9
|
UK Specialist Markets
|
247.6
|
223.2
|
(6)%
|
10.3
|
14.9
|
UK
|
1,173.5
|
1,147.8
|
(1)%
|
19.3
|
32.7
|
1. The 2022 segmental information has
been restated in order to present on a consistent basis with the
current year, see Note 1 for further details.
Following a change in the UK
management structure announced in November 2023, we now report
three segments in the UK, with the Specialist Markets businesses
separated out from the Interiors and Exteriors businesses under
which they were reported previously.
Reported revenue in UK Interiors,
a specialist insulation and interiors distribution business,
decreased slightly to £556.5m (2022: £561.5m). LFL revenue was down
1% year-on-year with the impact of a declining market being offset
by a further strengthening in market position and the pass through
of some continued year-over-year input price inflation. The flat
revenue, together with operating cost inflation, resulted in an
operating loss of £1.6m (2022: £7.9m profit).
Reported revenue in UK Exteriors,
a specialist roofing merchant, increased by 2% to £369.4m (2022:
£363.1m), with
LFL revenue up 1%. This was due to benefits from purchase price
inflation partially offsetting reduced demand, notably in the new
build market. A reduction in gross margin, partly due to high prior
year comparators, combined with operating cost inflation, resulted
in operating profit of £10.6m (2022: £9.9m). The year-on-year
improvement was partly due to the impact in 2022 of the
administration of a large customer, Avonside, as reported last
year.
Reported revenue in our UK
Specialist Markets increased by 11% to £247.6m (2022: £223.2m).
This included a 16% impact from the acquisition of Miers
Construction Products Limited in July 2022. LFL revenue declined
6%, driven by a softer market, and by input price deflation in
steel, which are a bigger element of these businesses than
elsewhere in the Group. These factors, coupled with operating cost
inflation, resulted in a reduction in operating profit to £10.3m
(2022: £14.9m).
France
|
Revenue
2023
£m
|
Revenue
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
profit
2023
£m
|
Underlying
operating
profit
2022
£m
|
France Interiors
|
218.9
|
218.4
|
(1)%
|
10.4
|
12.2
|
France Exteriors
|
458.0
|
465.6
|
(3)%
|
19.3
|
23.6
|
France
|
676.9
|
684.0
|
(2)%
|
29.7
|
35.8
|
France Interiors, our structural
insulation and interiors business trading as LiTT, saw reported
revenue remain in line with the prior year at £218.9m (2022:
£218.4m), and 1% down on a LFL basis. This was driven by lower
demand and volumes, offset by continued input price inflation pass
through. Flat
revenue and operating cost inflation resulted in a £1.8m decrease
in operating profit to £10.4m (2022: £12.2m).
Reported revenue in France
Exteriors, our specialist roofing business trading as Larivière,
decreased 2% to £458.0m (2022: £465.6m), and by 3% on a LFL basis.
Demand and volumes were lower due to a reduction in consumer
spending following interest rate increases, as well as softening of
the new build market and a reduction in the benefit from pass
through of input price inflation. The decrease in revenue together
with increased operating costs due to inflation, resulting in an
operating profit decrease to £19.3m (2022: £23.6m). During the
year, the Larivière business moved into a new leased headquarters
in Angers to better support the needs of the business going
forward. We had owned the previous office building in Angers for
many years, and the sale of it resulted in a profit on disposal in
H2 of £3.7m.
Germany
|
Revenue
2023
£m
|
Revenue
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
profit
2023
£m
|
Underlying
operating
profit
2022
£m
|
Germany
|
462.1
|
457.8
|
(1)%
|
15.6
|
16.8
|
Reported revenue in WeGo/Vti, our
specialist insulation and interiors distribution business in
Germany, increased by 1% to £462.1m (2022: £457.8m). This included
a 1% year-over-year impact from the acquisition of Thermodämm in
2022. LFL revenue decreased by 1%, with pass through of input price
inflation offset by a decline in volumes, reflecting weaker market
conditions, particularly in new build. Good gross margin management
was offset by operating cost inflation, resulting in reduced
operating profit of £15.6m (2022: £16.8m).
Poland
|
Revenue
2023
£m
|
Revenue
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
profit
2023
£m
|
Underlying operating
profit
2022
£m
|
Poland
|
237.9
|
230.7
|
(2)%
|
7.1
|
10.6
|
In our Polish business, a
market-leading distributor of insulation and interiors, revenue
increased to £237.9m (2022: £230.7m), although LFL sales decreased
by 2%. Weaker demand in the market was partially offset by further
improvements made in our market position. Together with operating
cost inflation, this resulted in a reduction in operating profit to
£7.1m (2022: £10.6m).
Benelux
|
Revenue
2023
£m
|
Revenue
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
(loss)
2023
£m
|
Underlying
operating
(loss)
2022
£m
|
Benelux
|
116.9
|
115.9
|
0%
|
(3.0)
|
(3.0)
|
Reported revenue from the Group's
business in Benelux increased by 1% to £116.9m (2022: £115.9m) with
LFL revenue flat year-on-year. Revenue benefited from the business
recovering some market share after prior years' losses. The
turnaround of the business continues with ongoing progress in
tackling operational issues, and a new Managing Director joined the
business in Q4 to carry this forward. Despite the initial recovery
referenced above, the business continues to trade with lower market
share than it had historically. Margin pressure and operating cost
inflation offset the improved trading and turnaround actions,
resulting in an operating loss of £3.0m (2022: £3.0m
loss).
Ireland
|
Revenue
2023
£m
|
Revenue
2022
£m
|
LFL sales
vs 2022
|
Underlying
operating
profit
2023
£m
|
Underlying
operating
profit
2022
£m
|
Ireland
|
93.9
|
108.3
|
(15)%
|
1.4
|
6.0
|
Our business in Ireland is a
specialist distributor of interiors and exteriors, and also
includes specialist contracting businesses for office furnishing,
industrial coatings and kitchen/bathroom fit out. Its reported
revenue decreased by 13% to £93.9m (2022: £108.3m), and by 15% on a
LFL basis. This was a result of softening demand in our segments of
the Irish market, along with some strong prior year comparatives,
notably in H1. Operating profit reduced as a result by £4.6m to
£1.4m (2022: £6.0m), reflecting the lower revenue as well as
operating cost inflation.
Reconciliation of underlying to statutory
result
Other items, being items excluded
from underlying results, amounted to £49.3m for the year (2022:
£24.1m) on a pre-tax basis and are summarised in the table
below:
|
2023
£m
|
2022
£m
|
Underlying profit before tax
|
17.4
|
51.6
|
Other items - impacting profit
before tax:
|
|
|
Amortisation of acquired
intangibles
|
(2.8)
|
(4.7)
|
Impairment charges
|
(33.8)
|
(15.8)
|
Cloud based ERP implementation
costs
|
(2.2)
|
(2.7)
|
Costs associated with
acquisitions
|
(3.2)
|
(2.5)
|
Net restructuring costs
|
(8.0)
|
(0.4)
|
Onerous contract costs
|
(0.2)
|
1.2
|
Costs associated with
refinancing
|
-
|
(0.4)
|
Other specific items
|
1.1
|
1.3
|
Non underlying finance
costs
|
(0.2)
|
(0.1)
|
Total Other items
|
(49.3)
|
(24.1)
|
Statutory (loss)/profit before tax
|
(31.9)
|
27.5
|
Other items are disclosed
separately in order to provide a better indication of the
underlying earnings of the Group. Further details of other items
are as follows:
·
Impairment charge of £33.8m relates to the
impairment of goodwill and other non-current assets in UK
Interiors. This non-cash charge is related to the splitting out of
the more profitable UK Specialist Markets businesses from UK
Interiors and Exteriors, which has reduced the reported margin of
the latter two and notably Interiors. It also reflects the weaker
markets at present and hence a delay in the anticipated
improvements in profitability in the UK Interiors
business.
·
Cloud based ERP implementation costs relate to
project configuration and customisation costs associated with
strategic cloud computing arrangements, which are expensed, rather
than being capitalised as intangible assets.
·
Costs associated with acquisitions relate
principally to the acquisition of Miers Construction Products
Limited in the UK in 2022, including earnout consideration being
accrued over the performance period.
·
Net restructuring costs in the year comprise
£6.7m redundancy costs and £2.4m branch closure costs, including
£1.6m impairment of right-of-use assets, tangible fixed assets and
software, offset by £1.1m gain on the sublease and termination of
property leases previously impaired, all related to restructuring
across the Group.
·
"Other specific items" - a credit of £1.1m in
aggregate - include reversal of provision for lease receivables,
the reversal of an onerous lease provision and an impairment of
right-of-use asset in relation to a branch which has been reopened,
offset by additional impairment of an investment property which is
no longer in use by the Group.
Taxation
The effective tax rate for the
Group on the total loss before tax of £31.9m (2022: profit £27.5m)
is negative 36.1% (2022: 43.6%). The effective tax rate on
underlying profit before tax, excluding the impact of Other items,
is 74.7% (2022: 27.9%).
Tax losses cannot be surrendered
or utilised cross border, and the Group is therefore subject to tax
in some countries and not in others. Tax losses in the UK and
Benelux businesses are not currently recognised as deferred tax
assets, which impacts the overall and underlying effective tax
rate. The relative proportions of these losses compared to the
total Group underlying profit before tax are also higher for the
year to 31 December 2023 compared to the previous year, and the
combination of these factors has led to the increase in the
underlying effective tax rate in the current year.
In accordance with UK legislation,
the Group publishes an annual tax strategy, which is available on
our website (www.sigplc.com).
Pensions
The Group operates a number of
pension schemes, four of which provide defined benefits based upon
pensionable salary. One of these schemes, in the UK, has assets
held in a separate trustee administered fund, and three are
overseas book reserve schemes. The largest defined benefit pension
scheme is the UK scheme, which was closed to further accrual in
2016.
The Group's total pension charge
for the year, including amounts charged to interest after Other
items, was £8.9m (2022: £7.4m), of which a charge of £1.4m (2022:
£0.2m) related to defined benefit pension schemes and £7.5m (2022:
£7.2m) related to defined contribution schemes.
The total net liability in
relation to defined benefit pension schemes at 31 December 2023 was
£20.3m (2022: £23.0m). The current triennial actuarial valuation of
the UK scheme as at 31 December 2022 is in progress and will
conclude during March 2024. The scheme remains well
funded.
Financial position
Overall, the net assets of the
Group decreased by £39.3m to £228.5m (2022: £267.8m), with a gross
cash position at year end of £132.2m (2022: £130.1m) and net debt
(post-IFRS 16) of £458.0m (2022: £444.0m). Net debt on a pre-IFRS
16 basis was £154.0m (2022: £160.3m)
The movement in post‐IFRS 16 net
debt includes the movement in cash noted below. An increase in net
lease liabilities of £20.1m due to lease renewals and extensions,
mainly in the UK and Germany, was partially offset by a favourable
currency movement of £5.8m on bond debt. The movement in pre-IFRS
16 net debt is not affected by the movement on leases.
Cash flow
|
2023
£m
|
2022
£m
|
Underlying operating profit
|
53.1
|
80.2
|
Add back: Depreciation
|
76.6
|
73.2
|
Add back: Amortisation
|
2.4
|
3.2
|
Underlying EBITDA
|
132.1
|
156.6
|
Decrease/(increase) in working
capital
|
2.8
|
(14.4)
|
Repayment of lease
liabilities
|
(63.6)
|
(60.1)
|
Capital expenditure
|
(15.8)
|
(14.5)
|
Cash exceptional items
|
(6.4)
|
(14.7)
|
Other
|
3.8
|
1.9
|
Operating cash flow1
|
52.9
|
54.8
|
Interest and financing
|
(34.7)
|
(28.8)
|
Refinancing cash costs
|
-
|
(1.1)
|
Tax
|
(14.0)
|
(14.3)
|
Free cash flow1
|
4.2
|
10.6
|
Acquisitions and
investments
|
(0.7)
|
(27.5)
|
Repayment of debt
|
(0.8)
|
(1.4)
|
Total cash flow
|
2.7
|
(18.3)
|
Cash and cash equivalents at
beginning of the year2
|
130.1
|
145.1
|
Effect of foreign exchange rate
changes
|
(0.6)
|
3.3
|
Cash and cash equivalents at end of the
year2
|
132.2
|
130.1
|
1. Free cash flow is defined
as all cash flows excluding M&A transactions, dividend
payments, and financing transactions. Operating cash flow
represents free cash flow before interest and financing, costs of
refinancing and tax.
2. Cash and cash equivalents at 31
December 2023 comprise cash at bank and on hand of £132.2m (2022:
£130.1m) less bank overdrafts of £nil (2022:
£nil).
During the period, the Group
delivered £52.9m of operating cash flow, which represents a 100%
conversion of the underlying operating profit to operating cash.
Despite the lower profit in the year this operating cash flow was
very similar to the 2022 number, helped by a positive movement on
working capital. The key factor driving the working capital in the
period was the lower levels of trading year-on-year, allied by
strong management of the key working capital drivers. The Group
reported a free cash inflow of £4.2m (2022: £10.6m inflow). This
slight decline versus the prior year was driven by the higher
interest charge, driven by the increase in lease liabilities noted
above along with higher interest rates embedded in renewed
leases.
Capex during the period was £15.8m
(2022: £14.5m). Cash exceptional items are those that are related
to "Other items" in the Consolidated income statement, and include
restructuring costs and Benelux ERP implementation. "Other" in the
cash flow includes payments to the Employee Benefit Trust to fund
share plans of £1.7m (2022: £4.0m), add back of non-cash P&L
items and provision movements, and proceeds on sale of property,
plant and equipment.
Financing and funding
The Group's debt funding comprises
€300m of 5.25% fixed rate secured notes and an RCF of £90m. These
mature and expire in November 2026 and May 2026 respectively. The
secured notes are subject to incurrence-based covenants only, and
the RCF has a leverage maintenance covenant set at 4.75x which only
applies if the facility is over 40% drawn at a quarter end
reporting date. The RCF was undrawn at 31 December 2023.
The Group's liquidity position
remained robust throughout 2023, and at the end of the period stood
at £222m, consisting of cash of £132m and the £90m undrawn RCF
noted above. On the basis of current forecasts, the Group is
expected to remain in compliance with all banking covenants
throughout the forecast period to 31 March 2025.
|
2023
£m
|
2022
£m
|
Cash and cash equivalents at end
of the year
|
132.2
|
130.1
|
Undrawn RCF at end of the
year
|
90.0
|
90.0
|
Liquidity
|
222.2
|
220.1
|
|
|
|
Post-IFRS 16 net debt
|
458.0
|
444.0
|
Pre-IFRS 16 net debt
|
154.0
|
160.3
|
|
|
|
Post-IFRS 16 leverage
|
3.5x
|
2.8x
|
Pre-IFRS 16 leverage
|
2.8x
|
1.8x
|
Directors' responsibility statement on the Annual
Report
The responsibility statement below
has been prepared in connection with the Company's full Annual
Report for the year ended 31 December 2023. Certain parts solely
thereof are not included within this announcement.
We confirm that to the best of our
knowledge:
(a) the financial statements,
prepared in accordance with the relevant financial reporting
framework, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the
undertakings included in the consolidation taken as a
whole;
(b) the Strategic report includes
a fair review of the development and performance of the business
and the position of the Company, and the undertakings included in
the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face;
and
(c) the Annual Report and
financial statements, taken as a whole, are fair, balanced and
understandable and provide the information necessary for
shareholders to assess the Company's position and performance,
business model and strategy.
This responsibility statement was
approved by the Board of Directors on 4 March 2024 and signed on
its behalf by:
By order of the Board
|
|
|
|
Gavin Slark
|
Ian Ashton
|
Director
|
Director
|
4 March 2024
|
4 March 2024
|
Cautionary statement
The securities of the Group have
not been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or under the securities
laws of any state or other jurisdiction of the United States, and
may not be offered, sold, pledged or transferred, directly or
indirectly, in, into or within the United States except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any relevant state or other
jurisdiction of the United States. There has been and will be no
public offering of the securities of the Group in the United
States.
This announcement has been
prepared to provide the Company's shareholders with a fair review
of the business of the Group and a description of the principal
risks and uncertainties facing it. It may not be relied upon by
anyone, including the Company's shareholders, for any other
purpose.
This announcement contains
forward-looking statements that are subject to risk factors
including the economic and business circumstances occurring from
time to time in countries and markets in which the Group operates
and risk factors associated with the building and construction
sectors. By their nature, forward-looking statements involve a
number of risks, uncertainties and assumptions because they relate
to events and/or depend on circumstances that may or may not occur
in the future and could cause actual results and outcomes to differ
materially from those expressed in or implied by the
forward-looking statements. No assurance can be given that the
forward-looking statements in this announcement will be realised.
Statements about the Directors' expectations, beliefs, hopes,
plans, intentions and strategies are inherently subject to change
and they are based on expectations and assumptions as to future
events, circumstances and other factors which are in some cases
outside the Group's control. Actual results could differ materially
from the Group's current expectations.
It is believed that the
expectations set out in these forward-looking statements are
reasonable but they may be affected by a wide range of variables,
which could cause actual results or trends to differ materially,
including but not limited to, changes in risks associated with the
level of market demand, fluctuations in product pricing and changes
in foreign exchange and interest rates.
The Company's shareholders are
cautioned not to place undue reliance on the forward-looking
statements. This announcement has not been audited or otherwise
independently verified. The information contained in this
announcement has been prepared on the basis of the knowledge and
information available to Directors at the date of its preparation
and the Company does not undertake any obligation to update or
revise this announcement during the financial year
ahead.
Consolidated income statement
For the year ended 31 December
2023
|
|
Underlying1
|
Other
items1
|
Total
|
Underlying1
|
Other
items1
|
Total
|
|
|
2023
|
2023
|
2023
|
2022
|
2022
|
2022
|
|
Note
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
2
|
2,761.2
|
-
|
2,761.2
|
2,744.5
|
-
|
2,744.5
|
Cost of sales
|
|
(2,061.6)
|
-
|
(2,061.6)
|
(2,033.5)
|
-
|
(2,033.5)
|
Gross profit
|
|
699.6
|
-
|
699.6
|
711.0
|
-
|
711.0
|
Other operating expenses
|
3
|
(640.6)
|
(50.2)
|
(690.8)
|
(614.3)
|
(22.0)
|
(636.3)
|
Impairment (losses)/gains on
financial assets
|
3
|
(9.6)
|
1.1
|
(8.5)
|
(16.5)
|
(2.0)
|
(18.5)
|
Gain on disposal of
property
|
3
|
3.7
|
-
|
3.7
|
-
|
-
|
-
|
Operating profit
|
|
53.1
|
(49.1)
|
4.0
|
80.2
|
(24.0)
|
56.2
|
Finance income
|
4
|
2.2
|
-
|
2.2
|
1.3
|
-
|
1.3
|
Finance costs
|
4
|
(37.9)
|
(0.2)
|
(38.1)
|
(29.9)
|
(0.1)
|
(30.0)
|
Profit/(loss) before tax
|
|
17.4
|
(49.3)
|
(31.9)
|
51.6
|
(24.1)
|
27.5
|
Income tax
(expense)/credit
|
5
|
(13.0)
|
1.5
|
(11.5)
|
(14.4)
|
2.4
|
(12.0)
|
Profit/(loss) after tax
|
|
4.4
|
(47.8)
|
(43.4)
|
37.2
|
(21.7)
|
15.5
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
4.4
|
(47.8)
|
(43.4)
|
37.2
|
(21.7)
|
15.5
|
(Loss)/earnings per share
|
|
|
|
|
|
|
|
Basic
|
6
|
|
|
(3.8)p
|
|
|
1.3p
|
Diluted
|
6
|
|
|
(3.8)p
|
|
|
1.3p
|
1 Underlying represents the results before Other items. Other
items have been disclosed separately in order to give an indication
of the underlying earnings of the Group. Further details are
disclosed in Note 3.
Consolidated statement of comprehensive
income
For the year ended 31 December
2023
|
|
|
|
|
|
2023
£m
|
2022
£m
|
(Loss)/profit after tax
|
|
(43.4)
|
15.5
|
Items that will not subsequently be reclassified to the
Consolidated income statement:
|
|
|
|
Remeasurement of defined benefit
pension liability
|
|
1.1
|
(14.3)
|
Deferred tax movement associated
with remeasurement of defined benefit pension liability
|
|
(0.1)
|
(0.5)
|
|
|
1.0
|
(14.8)
|
Items that may subsequently be reclassified to the
Consolidated income statement:
|
|
|
|
Exchange difference on retranslation
of foreign currency goodwill and intangibles
|
|
(1.1)
|
2.7
|
Exchange difference on retranslation
of foreign currency net investments (excluding goodwill and
intangibles)
|
|
(2.8)
|
11.5
|
Exchange and fair value movements
associated with borrowings and derivative financial
instruments
|
|
5.8
|
(13.9)
|
Losses and gains on cash flow
hedges
|
|
(1.1)
|
1.6
|
Transfer to profit and loss on cash
flow hedges
|
|
(1.5)
|
0.2
|
|
|
(0.7)
|
2.1
|
Other comprehensive income/(expense)
|
|
0.3
|
(12.7)
|
Total comprehensive (expense)/income
|
|
(43.1)
|
2.8
|
|
|
|
|
Attributable to:
|
|
|
|
Equity holders of the
Company
|
|
(43.1)
|
2.8
|
Consolidated balance sheet
As at 31 December 2023
|
|
2023
|
2022
Restated1
|
|
|
£m
|
£m
|
Non-current assets
|
|
|
|
Property, plant and
equipment
|
|
65.4
|
68.8
|
Right-of-use assets
|
|
263.1
|
265.9
|
Goodwill
|
|
131.2
|
134.8
|
Intangible assets
|
|
15.3
|
22.8
|
Lease receivables
|
|
2.2
|
1.2
|
Deferred tax assets
|
|
4.4
|
3.3
|
Non-current financial
assets
|
|
0.2
|
0.4
|
|
|
481.8
|
497.2
|
Current assets
|
|
|
|
Inventories
|
|
259.1
|
270.6
|
Lease receivables
|
|
1.1
|
0.1
|
Trade and other
receivables
|
|
389.1
|
432.6
|
Current tax assets
|
|
3.6
|
0.9
|
Current financial assets
|
|
-
|
1.6
|
Cash at bank and on hand
|
|
132.2
|
130.1
|
|
|
785.1
|
835.9
|
Total assets
|
|
1,266.9
|
1,333.1
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
385.8
|
425.0
|
Lease liabilities
|
|
64.9
|
56.5
|
Interest-bearing loans and
borrowings
|
|
0.8
|
0.8
|
Deferred consideration
|
|
1.8
|
0.7
|
Derivative financial
instruments
|
|
1.0
|
-
|
Current tax liabilities
|
|
6.9
|
5.8
|
Provisions
|
|
7.9
|
9.6
|
|
|
469.1
|
498.4
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
|
264.9
|
251.2
|
Interest-bearing loans and
borrowings
|
|
260.0
|
266.1
|
Deferred consideration
|
|
-
|
1.8
|
Derivative financial
instruments
|
|
0.1
|
0.1
|
Other payables
|
|
3.0
|
7.4
|
Retirement benefit
obligations
|
|
20.3
|
23.0
|
Provisions
|
|
21.0
|
17.3
|
|
|
569.3
|
566.9
|
Total liabilities
|
|
1,038.4
|
1,065.3
|
Net
assets
|
|
228.5
|
267.8
|
Capital and reserves
|
|
|
|
Called up share capital
|
|
118.2
|
118.2
|
Treasury shares
|
|
(11.6)
|
(16.4)
|
Capital redemption
reserve
|
|
0.3
|
0.3
|
Share option reserve
|
|
7.6
|
8.6
|
Hedging and translation
reserves
|
|
3.8
|
4.5
|
Cost of hedging reserve
|
|
0.1
|
0.1
|
Merger reserve
|
|
92.5
|
92.5
|
Retained profits
|
|
17.6
|
60.0
|
Attributable to equity holders of the
Company
|
|
228.5
|
267.8
|
Total equity
|
|
228.5
|
267.8
|
1 The 2022 Consolidated balance sheet has been restated as a
result of the finalisation of the acquisition fair values, as
explained in Note 1
3. Other operating expenses
a) Analysis of operating expenses
|
2023
|
2022
Restated1
|
|
Before Other
items
|
Other
items
|
Total
|
Before
Other items
|
Other
items
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Other operating expenses:
|
|
|
|
|
|
|
Distribution costs
|
320.9
|
4.3
|
325.2
|
304.9
|
0.4
|
305.3
|
Selling and marketing
costs
|
179.8
|
2.6
|
182.4
|
175.5
|
-
|
175.6
|
Management, administrative and
central costs
|
139.9
|
43.3
|
183.2
|
133.9
|
21.6
|
155.4
|
Total other operating expenses
|
640.6
|
50.2
|
690.8
|
614.3
|
22.0
|
636.3
|
Impairment losses/(gains) on
financial assets
|
9.6
|
(1.1)
|
8.5
|
16.5
|
2.0
|
18.5
|
Gain on disposal of
property
|
(3.7)
|
-
|
(3.7)
|
-
|
-
|
-
|
Total
|
646.5
|
49.1
|
695.6
|
630.8
|
24.0
|
654.8
|
1 The prior year comparative analysis has been restated to
correct an error in the classification of costs. Further details
are provided in
Note 1.
b) Other items
Profit/(loss) after tax includes
the following Other items which have been disclosed in a separate
column within the Consolidated income statement in order to provide
a better indication of the underlying earnings of the
Group:
|
2023
|
2022
|
|
Other
items
|
Tax impact
|
Tax impact
|
Other
items
|
Tax
impact
|
Tax
impact
|
|
£m
|
£m
|
%
|
£m
|
£m
|
%
|
Amortisation of acquired
intangibles
|
(2.8)
|
0.1
|
3.6%
|
(4.7)
|
0.9
|
19.1%
|
Impairment
charges1
|
(33.8)
|
-
|
-
|
(15.8)
|
-
|
-
|
Net restructuring
costs2
|
(8.0)
|
1.2
|
15.0%
|
(0.4)
|
0.1
|
25.0%
|
Costs related to
acquisitions
|
(3.2)
|
0.1
|
3.1%
|
(2.5)
|
0.3
|
12.0%
|
Cloud based ERP implementation
costs3
|
(2.2)
|
0.1
|
4.5%
|
(2.7)
|
0.7
|
25.9%
|
Onerous contract
costs4
|
(0.2)
|
-
|
-
|
1.2
|
-
|
-
|
Costs associated with
refinancing5
|
-
|
-
|
-
|
(0.4)
|
-
|
-
|
Other specific
items6
|
1.1
|
-
|
-
|
1.3
|
0.4
|
(30.8)%
|
Impact on operating profit
|
(49.1)
|
1.5
|
3.1%
|
(24.0)
|
2.4
|
10.0%
|
Non-underlying finance
costs7
|
(0.2)
|
-
|
0.0%
|
(0.1)
|
-
|
-
|
Impact on profit/(loss) before tax
|
(49.3)
|
1.5
|
3.0%
|
(24.1)
|
2.4
|
10.0%
|
1 Impairment charges in the current year relate to the UK
Interiors CGU and comprise £2.6m relating to goodwill, £2.2m
customer relationships, £3.6m tangible fixed assets and £25.4m
right-of-use assets. Impairment charges in the prior year related
to the Benelux CGU and comprised £3.6m relating to goodwill, £2.5m
tangible fixed assets and £9.7m right-of-use assets.
2 Net restructuring costs in the year comprise £6.7m redundancy
costs and £2.4m branch closure costs, including £1.6m impairment of
right-of-use assets, tangible fixed assets and software, offset by
£1.1m gain on the sublease and termination of property leases
previously impaired, all related to restructuring across the Group.
Costs in the prior year related to consultancy and redundancy costs
in Benelux.
3 Cloud based ERP implementation costs relate to costs incurred
on strategic projects which are expensed as incurred rather than
being capitalised as intangible assets.
4 Onerous contract costs relate to the final settlement of
provisions recognised in previous years for licence fee commitments
where no future economic benefit was expected to be
obtained.
5 Costs associated with refinancing in the prior year related
to the increase in the RCF and some additional costs relating to
the refinancing.
6 Other specific items comprises £1.1m reversal of provision
for lease receivables, the reversal of onerous lease provisions and
impairment of right-of-use assets in relation to a branch which has
been reopened, offset by additional impairment of an investment
property which is no longer in use by the Group. In the prior year,
other specific items comprised the settlement and/or release of
historic provisions, including amounts relating to businesses
divested in previous years, impacts of the pensions member options
exercise undertaken during the year and £2.0m provision for
impairment of lease receivables.
7 Non-underlying finance costs in the current year relate to
the investment property referred to above. Costs in the prior year
related to the unwinding of the discount on the onerous contract
provision.
The total impact of the above
amounts on the Consolidated cash flow statement is a cash outflow
of £6.4m (2022: £15.8m).
4. Finance income and finance costs
|
2023
|
2022
|
|
£m
|
£m
|
Finance income
|
|
|
Interest on bank deposits
|
2.2
|
1.3
|
Total finance income
|
2.2
|
1.3
|
Finance costs
|
|
|
On bank loans, overdrafts and other
associated items1
|
3.6
|
2.6
|
On secured
notes2
|
14.1
|
14.0
|
On obligations under lease
contracts
|
19.4
|
13.3
|
Net finance charge on defined
benefit schemes
|
0.8
|
-
|
Total finance costs before Other
items
|
37.9
|
29.9
|
Non-underlying finance
costs3
|
0.2
|
0.1
|
Total finance costs
|
38.1
|
30.0
|
Net
finance costs
|
35.9
|
28.7
|
1 Other associated items includes the amortisation of
arrangement fees of £0.2m (2022: £0.1m).
2 Included within finance costs on the secured notes is the
amortisation of arrangement fees of £0.5m (2022: £0.5m).
3 See Note 3 for further details on non-underlying finance
costs.
5. Income tax
The income tax expense
comprises:
|
|
2023
|
2022
|
|
|
£m
|
£m
|
Current tax
|
|
|
|
UK & Ireland corporation
tax
|
- Charge for the year
|
0.1
|
0.8
|
|
- Adjustments in respect of previous
years
|
(0.1)
|
0.1
|
|
|
-
|
0.9
|
Mainland Europe corporation
tax
|
- Charge for the year
|
12.2
|
13.4
|
|
- Adjustments in respect of previous
years
|
0.5
|
0.3
|
|
|
12.7
|
13.7
|
Total current tax
|
|
12.7
|
14.6
|
|
|
|
|
Deferred tax
|
|
|
|
Origination and reversal of
deductible temporary differences
|
|
(0.7)
|
(2.2)
|
Adjustments in respect of previous
years
|
|
(0.4)
|
(0.3)
|
Effect of change in rate
|
|
(0.1)
|
(0.1)
|
Total deferred tax
|
|
(1.2)
|
(2.6)
|
Total income tax expense
|
|
11.5
|
12.0
|
As the Group's profits and losses
are earned across a number of tax jurisdictions an aggregated
income tax reconciliation is disclosed, reflecting the applicable
rates for the countries in which the Group operates.
The total tax charge for the year
differs from the expected tax using a weighted average tax rate
which reflects the applicable statutory corporate tax rates on the
accounting profits/losses in the countries in which the Group
operates. The differences are explained in the following aggregated
reconciliation of the income tax expense:
|
2023
|
2022
|
|
£m
|
%
|
£m
|
%
|
(Loss)/profit before tax
|
(31.9)
|
|
27.5
|
|
Expected tax
(credit)/charge
|
(6.6)
|
20.7%
|
8.5
|
30.9%
|
Factors affecting the income tax
expense for the year:
|
|
|
|
|
Expenses not deductible for tax
purposes1
|
2.8
|
(8.8)%
|
2.1
|
7.6%
|
Non-taxable income
|
(0.5)
|
2.0%
|
(1.3)
|
(4.7)%
|
Impairment and disposal charges not
deductible for tax purposes2
|
0.6
|
(2.4)%
|
3.0
|
10.9%
|
Deductible temporary differences not
recognised for deferred tax purposes3
|
15.3
|
(48.0)%
|
2.2
|
8.0%
|
Utilisation of deferred tax assets
not previously recognised
|
-
|
-
|
(2.5)
|
(9.1)%
|
Other adjustments in respect of
previous years
|
-
|
-
|
0.1
|
0.4%
|
Effect of change in rate on deferred
tax
|
(0.1)
|
0.4%
|
(0.1)
|
(0.4)%
|
Total income tax expense
|
11.5
|
(36.1)%
|
12.0
|
43.6%
|
1 The majority of the Group's expenses that are not deductible
for tax purposes are in relation to share-based payments, business
entertainment, non-qualifying depreciation and other disallowable
expenditure in the current year. The expenses not deductible for
tax purposes in the prior year also included acquisition related
costs.
2 During the year the Group incurred impairment charges of
£4.2m (2022: £15.8m) in relation to goodwill and other non-current
assets which are not deductible for tax purposes.
3 Deductible temporary differences not recognised for deferred
tax purposes mainly relate to losses in the UK and Benelux and
interest restricted under the UK corporate interest restriction
rules which are not recognised as deferred tax assets.
The effective tax rate for the
Group on the total loss before tax of £31.9m (2022: £27.5m profit)
is negative 36.1% (2022: 43.6%). The effective tax rate on
underlying profit before tax, excluding the impact of Other items,
is 74.7% (2022: 27.9%). The tax impact of Other items is shown in
Note 3. As the Group operates in several different countries tax
losses cannot be surrendered or utilised cross border and the Group
is therefore subject to tax in some countries and not in others.
Tax losses in the UK and Benelux are not currently recognised as
deferred tax assets, which impacts the overall and underlying
effective tax rate. The relative proportions of these losses
compared to the total Group underlying profit before tax are also
higher for the year to 31 December 2023 compared to the previous
year, and the combination of these factors has led to the increase
in the underlying effective tax rate in the current
year.
Factors that will affect the
Group's future total tax charge as a percentage of underlying
profits are:
· the
mix of profits and losses between the tax jurisdictions in which
the Group operates;
· the
impact of non-deductible expenditure and non-taxable
income;
· agreement of open tax computations with the respective tax
authorities; and
· the
recognition or utilisation (with corresponding reduction in cash
tax payments) of unrecognised deferred tax assets.
Pillar Two legislation has been
enacted or substantively enacted in certain jurisdictions in which
the Group operates. The legislation will be effective for the
Group's financial year beginning 1 January 2024. The Group is in
scope of the enacted or substantively enacted legislation and has
performed an assessment of the Group's potential exposure to Pillar
Two income taxes.
Based on the assessment, the
Pillar Two effective tax rates in most of the jurisdictions in
which the Group operates are above 15% or one of the other
transitional safe harbour reliefs are available. Management is not
currently aware of any circumstances under which this might change
and therefore the Group does not expect a potential exposure to
Pillar Two top-up taxes.
In addition to the amounts charged
to the Consolidated income statement, the following amounts in
relation to taxes have been recognised in the Consolidated
statement of comprehensive income:
|
2023
|
2022
|
|
£m
|
£m
|
Deferred tax movement associated
with remeasurement of defined benefit pension
liabilities1
|
(0.1)
|
0.5
|
Exchange rate movements
|
0.1
|
0.1
|
|
-
|
0.6
|
1 This item will not subsequently be reclassified to the
Consolidated income statement.
6. (Loss)/earnings per share
The calculations of
(loss)/earnings per share are based on the following
(losses)/profits and numbers of shares:
|
Basic
and diluted
|
|
2023
|
2022
|
|
£m
|
£m
|
(Loss)/profit attributable to
ordinary equity holders of the parent for basic and diluted
earnings per share
|
(43.4)
|
15.5
|
Add back:
|
|
|
Other items (see Note 3)
|
47.8
|
21.7
|
Profit attributable to ordinary
equity holders of the parent for basic and diluted earnings per
share before Other items
|
4.4
|
37.2
|
|
Weighted average number of shares
|
|
2023
|
2022
|
|
Number
|
Number
|
For basic (loss)/earnings per
share
|
1,148,348,913
|
1,149,776,931
|
Effect of dilution from share
options
|
-
|
33,638,307
|
Adjusted for the effect of
dilution
|
1,148,348,913
|
1,183,415,238
|
Share options are considered
antidilutive in the current year as their conversion into ordinary
shares would decrease the loss per share. The calculation of
diluted (loss)/earnings per share does not assume conversion,
exercise, or other issue of potential ordinary shares that would
have an antidilutive effect on (loss)/earnings per
share.
The weighted average number of
shares excludes those held by the SIG Employee Share Trust which
are not vested and beneficially owned by employees.
|
(Loss)/earnings per share
|
|
2023
|
2022
|
(Loss)/earnings per share
|
|
|
Basic (loss)/earnings per
share
|
(3.8)p
|
1.3p
|
Diluted (loss)/earnings per
share
|
(3.8)p
|
1.3p
|
Earnings per share before Other
items1
|
|
|
Basic earnings per share before
Other items
|
0.4p
|
3.2p
|
1 Earnings per share before Other items (also referred to as
underlying earnings per share) has been disclosed in order to
present the underlying performance of the Group.
7. Acquisitions
The Group has not made any
business acquisitions during the year.
On 14 July 2022 the Group acquired
Thermodämm GmbH to enlarge its market share in the German screed
flooring business and the acquisition was allocated to the Germany
segment. On 22 July 2022 the Group acquired Miers Construction
Products Limited to enlarge the UK Interiors business in terms of
product range and geographic location, and the acquisition was
allocated to the UK Interiors segment. The Miers business is now
allocated to the UK Specialist Markets segment following the change
in reported operating segments during the year.
The fair values of the
identifiable assets and liabilities of the acquisitions at the date
of acquisition have been finalised during the current year. This
resulted in a decrease in the current tax asset of £0.3m, an
increase in the current tax liability of £0.3m and a corresponding
increase in the goodwill recognised of £0.6m in relation to the
Miers acquisition. This has been recognised as a restatement of the
2022 Consolidated balance sheet and the final balances on
acquisition are as follows:
|
2022
|
|
Miers
Restated
|
Thermodämm
|
Total
Restated
|
|
£m
|
£m
|
£m
|
Assets
|
|
|
|
Intangible assets (customer
relationships)
|
12.0
|
1.7
|
13.7
|
Property, plant and
equipment
|
0.8
|
0.2
|
1.0
|
Right-of-use assets
|
2.7
|
0.6
|
3.3
|
Cash and cash equivalents
|
4.1
|
0.2
|
4.3
|
Trade and other
receivables
|
13.0
|
0.3
|
13.3
|
Inventories
|
7.3
|
0.6
|
7.9
|
|
39.9
|
3.6
|
43.5
|
Liabilities
|
|
|
|
Trade and other payables
|
(12.2)
|
(0.6)
|
(12.8)
|
Provisions
|
(1.1)
|
-
|
(1.1)
|
Current tax liability
|
(0.3)
|
-
|
(0.3)
|
Deferred tax liability
|
(3.0)
|
(0.7)
|
(3.7)
|
Bank loan
|
(3.2)
|
-
|
(3.2)
|
Lease liabilities
|
(2.7)
|
(0.7)
|
(3.4)
|
|
(22.5)
|
(2.0)
|
(24.5)
|
Total identifiable net assets at
fair value
|
17.4
|
1.6
|
19.0
|
Goodwill arising on
acquisition
|
13.8
|
2.0
|
15.8
|
Purchase consideration
transferred
|
31.2
|
3.6
|
34.8
|
The fair value of trade
receivables amounted to £12.1m for Miers and £0.3m for Thermodämm.
The gross amount of trade receivables was £12.5m for Miers and
£0.3m for Thermodämm. The Group measured the acquired lease
liabilities using the present value of the remaining lease payments
at the date of acquisition. The right-of-use assets were measured
at an amount equal to the lease liability.
The goodwill of £13.8m relating to
Miers comprised the value of expected synergies arising from the
acquisition, strategic fit with the UK Interiors business and
geographic location, in particular the developing sales in the
construction accessories sector. The goodwill of £2.0m relating to
Thermodämm comprised the value of the strategic fit within the
German branch landscape and expected synergies arising from the
acquisition.
From the date of acquisition,
Miers contributed £27.6m of revenue and £0.2m to underlying profit
before tax of the Group for the year ended 31 December 2022, and
Thermodämm contributed £2.7m of revenue and £0.1m to underlying
profit before tax. If the acquisitions had taken place at the
beginning of the prior year, revenue for the Group would have been
£2,783.0m and profit before tax for the Group would have been
£30.5m. Acquisition-related costs of £0.8m for Miers and £0.1m for
Thermodämm were recognised within Other items in the Consolidated
income statement in 2022.
|
2022
|
|
Miers
£m
|
Thermodämm
£m
|
Total
£m
|
Cash paid on completion
|
26.9
|
3.4
|
30.3
|
Deferred consideration due within
one year
|
-
|
0.2
|
0.2
|
Deferred consideration due after
more than one year
|
1.8
|
-
|
1.8
|
Contingent consideration due after
more than one year
|
2.5
|
-
|
2.5
|
Total consideration
|
31.2
|
3.6
|
34.8
|
The contingent consideration in
relation to Miers is payable dependent on the performance of the
business based on adjusted EBITDA exceeding an EBITDA threshold, as
defined in the sale and purchase agreement, for the financial year
to 31 December 2023, subject to a maximum of £2.6m. The range of
contingent consideration payable is therefore £nil to £2.6m, with
£2.5m recognised at the date of acquisition on the basis of
forecasts and fair value calculation. This has been increased to
the maximum £2.6m at 31 December 2023 based on actual results for
the year, with the £0.1m increase recognised in profit or loss
(within Other items), and the liability included within other
payables due within one year on the Consolidated balance sheet. The
fair value is measured using Level 3 inputs and is sensitive to
changes in one or more observable inputs.
A further amount of up to £4.0m is also payable in relation to
Miers in 2024, which is dependent on the performance of the
business for the financial year to 31 December 2023 and dependent
on the vendors remaining within the business. This is therefore
treated as remuneration and is being charged to the Consolidated
income statement as earned. £1.2m was recognised and included
within other payables at 31 December 2022, with a further £2.8m
recognised in 2023 and the total liability of £4.0m included in
other payables due within one year at 31 December 2023.
Analysis of cash flows on acquisition
|
2022
|
|
Miers
|
Thermodämm
|
Total
|
|
£m
|
£m
|
£m
|
Consideration paid (included in cash
flows from investing activities)
|
(26.9)
|
(3.4)
|
(30.3)
|
Net cash acquired with the
subsidiary (included in cash flows from investing
activities)
|
4.1
|
0.2
|
4.3
|
Total net cash flow included in cash flows from investing
activities
|
(22.8)
|
(3.2)
|
(26.0)
|
Transaction costs (included in cash
flow from operating activities)
|
(0.8)
|
(0.1)
|
(0.9)
|
Net
cash flow on acquisition
|
(23.6)
|
(3.3)
|
(26.9)
|
|
|
|
|
| |
Deferred consideration
A reconciliation of the movement
in deferred consideration is provided below:
|
2023
|
2022
|
|
£m
|
£m
|
Liability at 1 January
|
2.5
|
1.8
|
Liability arising on acquisitions in
the year
|
-
|
2.0
|
Amounts paid relating to previous
acquisitions (included in cash flows from investing
activities)
|
(0.7)
|
(1.3)
|
Liability at 31 December
|
1.8
|
2.5
|
|
|
|
Included in current
liabilities
|
1.8
|
0.7
|
Included in non-current
liabilities
|
-
|
1.8
|
Total
|
1.8
|
2.5
|
Contingent consideration
A reconciliation of the movement
in the fair value measurement of contingent consideration is
provided below:
|
2023
|
2022
|
|
£m
|
£m
|
Liability at 1 January
|
3.0
|
0.5
|
Liability arising on acquisitions in
the year
|
-
|
2.5
|
Unrealised fair value changes
recognised in profit or loss
|
0.1
|
-
|
Liability at 31 December
|
3.1
|
3.0
|
|
|
|
Included in current liabilities
(within accruals and other payables)
|
3.1
|
0.5
|
Included in non-current liabilities
(within other payables)
|
-
|
2.5
|
Total
|
3.1
|
3.0
|
Consideration dependent on vendors remaining within the
business
Amounts which may be paid to
vendors of recent acquisitions who are employed by the Group and
are contingent upon the vendors remaining within the business are,
as required by IFRS 3 "Business Combinations", treated as
remuneration and charged to the Consolidated income statement as
earned. A reconciliation of the movement in amounts accrued is as
follows:
|
2023
|
2022
|
|
£m
|
£m
|
Liability at 1 January
|
1.2
|
0.6
|
New amounts accrued
|
2.8
|
1.4
|
Amounts paid (included within cash
flow from operating activities)
|
-
|
(0.8)
|
Liability at 31 December
|
4.0
|
1.2
|
|
|
|
Included in current liabilities
(within accruals and other payables)
|
4.0
|
-
|
Included in non-current liabilities
(within other payables)
|
-
|
1.2
|
Total
|
4.0
|
1.2
|
8. Reconciliation of (loss)/profit before tax to cash
generated from operating activities
|
2023
|
2022
|
|
£m
|
£m
|
(Loss)/profit before tax
|
(31.9)
|
27.5
|
Net finance costs
|
35.9
|
28.7
|
Depreciation of property, plant and
equipment
|
12.7
|
12.6
|
Depreciation of right-of-use
assets
|
63.9
|
60.6
|
Amortisation of computer
software
|
2.4
|
3.2
|
Amortisation of acquired
intangibles
|
2.8
|
4.7
|
Impairment of property, plant and
equipment
|
4.4
|
2.5
|
Impairment of goodwill
|
2.6
|
3.6
|
Impairment of acquired intangibles
and computer software
|
2.5
|
-
|
Impairment of right-of-use
assets
|
26.2
|
9.7
|
(Reversal of impairment)/impairment
of lease receivable
|
(1.1)
|
2.0
|
Gain on lease
transactions
|
(1.1)
|
-
|
Gain on disposal of property, plant
and equipment
|
(4.3)
|
(0.4)
|
Share-based payment
expense
|
5.5
|
4.4
|
Net foreign exchange
differences
|
-
|
(1.0)
|
Decrease in provisions
|
(0.2)
|
(11.4)
|
Working capital
movements:
|
|
|
- Decrease/(increase) in
inventories
|
9.2
|
(13.0)
|
- Decrease/(increase) in
receivables
|
45.2
|
(41.6)
|
- (Decrease)/increase in
payables
|
(46.3)
|
40.2
|
Cash generated from operating activities
|
128.4
|
132.3
|
Included within the cash generated
from operating activities is a defined benefit pension scheme
employer's contribution of £2.5m (2022: £2.5m)
9. Reconciliation of net cash flow to movements in net
debt
|
2023
|
2022
|
|
£m
|
£m
|
Increase/(decrease) in cash and cash
equivalents in the year
|
2.7
|
(18.3)
|
Net cash outflow from repayment of
leases and other debt1
|
84.5
|
76.1
|
Decrease in net debt resulting from
cash flows
|
87.2
|
57.8
|
Deferred consideration added on
acquisitions
|
-
|
(2.0)
|
Other debt added on
acquisitions
|
-
|
(6.6)
|
Non-cash movement in lease
liabilities and lease receivables
|
(105.8)
|
(111.3)
|
Non-cash
items2
|
(3.3)
|
1.4
|
Exchange differences
|
7.9
|
(18.3)
|
Increase in net debt in the
year
|
(14.0)
|
(79.0)
|
Net debt at 1 January
|
(444.0)
|
(365.0)
|
Net
debt at 31 December
|
(458.0)
|
(444.0)
|
1 Including interest element of lease payments.
2 Other non-cash items relates to the fair value movement of
debt and derivative financial instruments recognised in the year
which does not give rise to a cash inflow or outflow.
Net debt is defined as
follows:
|
2023
|
2022
|
|
£m
|
£m
|
Non-current assets:
|
|
|
Derivative financial
instruments
|
-
|
0.2
|
Lease receivables
|
2.2
|
1.2
|
Current assets:
|
|
|
Derivative financial
instruments
|
-
|
1.6
|
Lease receivables
|
1.1
|
0.1
|
Cash at bank and on hand
|
132.2
|
130.1
|
Current liabilities:
|
|
|
Lease liabilities
|
(64.9)
|
(56.5)
|
Interest-bearing loans and
borrowings
|
(0.8)
|
(0.8)
|
Deferred consideration
|
(1.8)
|
(0.7)
|
Derivative financial
instruments
|
(1.0)
|
-
|
Non-current liabilities:
|
|
|
Lease liabilities
|
(264.9)
|
(251.2)
|
Interest-bearing loans and
borrowings
|
(260.0)
|
(266.1)
|
Deferred consideration
|
-
|
(1.8)
|
Derivative financial
instruments
|
(0.1)
|
(0.1)
|
Net
debt
|
(458.0)
|
(444.0)
|
Of the cash at bank and on hand of
£132.2m, £1.0m is required to be held to cover bank guarantees
issued to third parties and is therefore restricted for use by the
Group.
Analysis of movements in net
debt:
|
At 31 December
2022
|
Cash flows
|
Non-cash
items1
|
Exchange
differences
|
At 31 December
2023
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cash at bank and on hand
|
130.1
|
2.7
|
-
|
(0.6)
|
132.2
|
Lease receivables
|
1.3
|
(0.6)
|
2.6
|
-
|
3.3
|
|
131.4
|
2.1
|
2.6
|
(0.6)
|
135.5
|
Liabilities arising from financing
activities
|
|
|
|
|
|
Financial assets - derivative
financial instruments
|
1.8
|
-
|
(1.8)
|
-
|
-
|
Debts due within one year
|
(1.5)
|
1.5
|
(3.6)
|
-
|
(3.6)
|
Debts due after one year
|
(268.0)
|
-
|
2.1
|
5.8
|
(260.1)
|
Lease liabilities
|
(307.7)
|
83.6
|
(108.4)
|
2.7
|
(329.8)
|
|
(575.4)
|
85.1
|
(111.7)
|
8.5
|
(593.5)
|
Net
debt
|
(444.0)
|
87.2
|
(109.1)
|
7.9
|
(458.0)
|
1 Non-cash items include the fair value movement of debt
recognised in the year which does not give rise to a cash inflow or
outflow, movements between debts due within one year and after one
year, and non-cash movements in lease liabilities.
10. Dividends
No interim dividend was paid for
the year ended 31 December 2023 and no final dividend is proposed.
No interim or final dividend was proposed or paid for the year
ended 31 December 2022. No dividends have been paid between 31
December 2023 and the date of signing the Financial
statements.
11. Provisions
|
Onerous
leases
|
Leasehold
dilapidations
|
Onerous
contracts
|
Other
amounts
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2023
|
0.1
|
24.4
|
0.9
|
1.5
|
26.9
|
Unused amounts reversed in the
period
|
-
|
(1.1)
|
-
|
(0.2)
|
(1.3)
|
Utilised
|
(0.1)
|
(1.0)
|
(1.1)
|
(0.8)
|
(3.0)
|
New provisions
|
0.3
|
3.5
|
0.2
|
2.4
|
6.4
|
Exchange differences
|
-
|
(0.1)
|
-
|
-
|
(0.1)
|
At
31 December 2023
|
0.3
|
25.7
|
-
|
2.9
|
28.9
|
|
|
|
|
2023
|
2022
|
|
|
|
|
£m
|
£m
|
Included in current
liabilities
|
|
|
|
7.9
|
9.6
|
Included in non-current
liabilities
|
|
|
|
21.0
|
17.3
|
Total
|
|
|
|
28.9
|
26.9
|
Onerous leases
In accordance with IFRS 16, the
future rental payments due over the remaining term of existing
lease contracts is included in the lease liability, with the
right-of-use asset impaired to reflect the future cost not covered
through sublease income. The remaining onerous lease provision
relates to other non-rental costs due over the remaining lease term
based on expected value of costs to be incurred and assumptions
regarding subletting. The balance at 31 December 2023 is payable
over the relevant lease terms, the longest unexpired term being 18
years to 2041.
Leasehold dilapidations
This provision relates to
contractual obligations to reinstate leasehold properties to their
original state of repair. The provision is calculated based on both
the estimated liability to rectify or reinstate leasehold
improvements and modifications carried out on the inception of the
lease (recognised on inception with corresponding fixed asset) and
the liability to rectify general wear and tear which is recognised
as incurred over the life of the lease. The costs will be incurred
both at the end of the leases and during the lease term (wear and
tear).
Onerous contracts
Onerous contract provisions
related to licence fee commitments where no future economic benefit
was expected to be obtained, principally in relation to the SAP
S/4HANA implementation following the change in scope of the project
in previous years. The licence fee contract is now ended and there
is no remaining provision at 31 December 2023.
Other amounts
Other amounts relate principally
to claims and warranty provisions based on expected value and past
experience and provisions for restructuring costs based on expected
value but where the amount and timing are uncertain. The transfer
of economic benefit is expected to be made between one and four
years' time.
As disclosed in the prior year,
two of SIG's wholly owned subsidiaries in Benelux were subject to
legal proceedings brought by a customer in connection with the
installation of insulation at an industrial facility in Belgium. A
provision was recognised within "Other amounts" at 31 December
2022. The matter was settled during the year, included within the
"utilised" amount of £0.8m, and no further provision in relation to
this remains at 31 December 2023.
12. Contingent liabilities
At 31 December 2022 the Group
disclosed a contingent liability in relation to legal proceedings
being brought against two of the Group's subsidiaries in Benelux.
The claim has been settled during the year and the contingent
liability no longer exists.
As at the balance sheet date, the
Group had outstanding obligations under customer guarantees,
claims, standby letters of credit and discounted bills of up to
£12.5m (2022: £11.7m). Of this amount, £6.1m (2022: £5.2m) relates
to a standby letter of credit issued by HSBC Bank plc in respect of
the Group's insurance arrangements.
As part of the disposal of the
Building Plastics business in 2017 a guarantee was provided to the
landlord of the leasehold properties transferred with the business
covering rentals over the remaining term of the leases in the event
that the acquiring company enters into administration before the
end of the lease term. The maximum liability that could arise from
this would be approximately £0.6m (2022: £0.8m) based on the
remaining future rent commitment at 31 December 2023. No provision
has been made in these financial statements as it is not considered
likely that any loss will be incurred in connection with
this.
13. Related party transactions
Transactions between the Company
and its subsidiaries, which are related parties, have been
eliminated on consolidation and have therefore not been
disclosed.
In 2022, SIG incurred expenses of
£0.3m (2022: £0.2m) on behalf of the SIG plc Retirement Benefits
Plan, the UK defined benefit pension scheme.
Remuneration of key
management personnel
The total remuneration of key
management personnel of the Group, being the Executive Leadership
Team members and the Non-Executive Directors, is set out below in
aggregate for each of the categories specified in IAS 24 "Related
Party Disclosures".
|
2023
|
2022
|
|
£m
|
£m
|
Short-term employment
benefits
|
6.7
|
7.9
|
Termination and post-employment
benefits
|
0.3
|
0.1
|
IFRS 2 share-based payment
expense
|
4.6
|
2.9
|
|
11.6
|
10.9
|
Principal risks and uncertainties
The Board, supported by the Audit
Committee, sets the strategy for the Group and ensures the
associated risks are effectively identified and managed through the
implementation of the risk management and control
frameworks.
The Group employs a three lines
model to provide a simple and effective way to enhance risk and
control management processes and ensure roles and responsibilities
are clear. The Board maintains oversight to ensure risk management
and control activities carried out by the three lines are
proportionate to the perceived degree of risk and its own risk
appetite across the Group.
To identify our risks, we focus on
our strategic objectives and consider what might stop us achieving
our plan within our strategic planning period. The approach
combines a top-down strategic Group-level view and a bottom-up
operational view of the risks at operating company level. Meetings
are held with our operating company leadership teams to identify
the risks within their operations. These are consolidated and, in
conjunction with a series of discussions held with Executive
Leadership Team and Non-Executive Directors, provide the inputs to
identify and validate our principal
risks.
The Board regularly monitors the
Group risk register, which includes the ten principal risks to the
Group set out below. These risks, if they materialise, could have a
significant impact on the Group's ability to meet its strategic
objectives.
Risk
|
Mitigations
|
Cyber security: Internal or external cyber attacks could
result in system disruption or sensitive date being
compromised
In the context of widespread
dependency on increasingly complex digital systems, growing cyber
threats are outpacing societies' ability to effectively prevent and
manage them. These risks are also exacerbated by an increasing
willingness of nation states to engage in asymmetric cyber warfare
to achieve geopolitical aims and the relative ease with which new
artificial intelligence (AI) and machine learning (ML) technologies
can be utlised for adversarial purposes. For example Generative AI
is making cyberattacks more sophisticated through more believable
social engineering, automated phishing attacks and adaptive
malware.
There is a risk that we lack the
capabilities to effectively prevent, monitor, respond to, or
recover from, suspected cyber-attacks on our IT infrastructure.
Such attacks may result in a loss of data or disruption to IT
services which may have a significant impact on our ability to
operate and comply with data protection and privacy laws (e.g.
GDPR), and may have a detrimental effect on our
reputation.
|
Cyber security continues to
receive Board and Executive Leadership Team focus with an emphasis
on ensuring that appropriate technologies are deployed across IT
infrastructure to manage cyber threats.
Regular and independent reviews
are performed to assess the nature of potential cyber threats,
security processes and initiatives. They also ensure that we
implement appropriate tools and processes to better identify and
remediate new and emerging cyber risks and
vulnerabilities.
Cyber-incident response protocols
are in place to support our ability to effectively respond to and
recover from a cyber threat or incident and ongoing cyber training
campaigns and initiatives ensure employees are alert to the nature
and consequences of cyber-attacks.
Cyber policies are regularly
reviewed and updated to ensure they reflect the nature of risks and
threats and, for example, during 2023 we have published policies
regarding the opportunities and risks regarding the use of new AI
and ML technologies.
|
Health & Safety: Danger of incident or accident,
resulting in injury or loss of life to employees, customers, or the
general public
There is a risk that poor
organisational arrangements or behavioural culture with regards to
health & safety causes harm to individuals and as a result may
result in enforcement action,
penalties, reputational damage, or
adverse press coverage.
|
The Group Health, Safety and
Environment Director is a member of the Executive Leadership Team
and provides strategic leadership for all health, safety and
environmental matters. Local health and safety managers in each of
our businesses provide local leadership and support, monitor and
report our performance and key metrics, and implement actions and
initiatives. A new Group-wide 'Everyone Safe, Every Day' health and
safety strategy, objectives and KPIs were introduced in
2023.
A compliance standards framework
is in place to ensure the adequacy of local health and safety
standards and arrangements, with assurance provided through a
programme of compliance audits performed by suitably trained and
experienced health and safety professionals.
|
Macro-economic uncertainty: Macro-economic volatility may
impact the Group's ability to accurately forecast and to meet
internal and external expectations
Geo-political and macroeconomic
events can lead to a decline in general economic activity and, or
including, a decline in construction industry activity.
Conflicts in Ukraine and the
Middle-East, political and governmental change, will all contribute
to economic turbulence and volatility which can impact our
business.
While headline inflation is
broadly expected to fall throughout 2024, inflation remains
uncertain and impacts tighter monetary policy, deflationary
pressures, higher interest rates, higher costs of living and
doing-business across our end markets.
This volatility has the potential
to impact customer demand, and create financial and operational
pressure, while adding costs to our operations and making planning
and forecasting more difficult.
|
We continue to assess inflationary
and other supply chain pressures and impacts on product pricing and
will continue to work with our suppliers to identify opportunities
to improve supply chain resilience.
The Group's geographical diversity
across Europe, serving customers across residential, commercial,
industrial and infrastructural sectors, combined with our broad
portfolio of categories, product offerings and specialisms, all
serve to reduce the impact of changes in a specific territory or
market. While industry-based KPIs, monitored monthly at a Group and
operating company level, help to ensure that warnings and
indicators of risks and opportunities are identified early, and
appropriate mitigation strategies implemented.
|
Attract, recruit and retain our people: Failure to attract
and retain people with the right skills, drive and capability to
reshape and grow the business
SIG's ability to deliver its
objectives and to compete effectively is, in part, dependent on its
ability to recruit and retain colleagues with the necessary skills,
experience and ability to deliver expected performance
levels.
A combination of structural labour
and vocational skills shortages in the construction sector,
exacerbated by increased employee concerns regarding the
significant wage inflation pressure resulting from an increased
cost of living, has the potential to negatively impact SIG's
ability to attract, recruit and retain staff across the full
spectrum of disciplines.
|
We continue to invest in learning
and development programmes to ensure both vocational and technical
training needs are met whilst retaining an agile workforce. Our
apprenticeships and training academies help develop the near and
long-term skills of our employees.
We regularly review our
organisational structures and accountabilities, and ensure our
structures optimise employee motivation and engagement. Employee
engagement is monitored through an annual survey and a Workforce
Engagement programme run by the Board.
Ongoing enhancements to pay and
conditions, including market benchmarking, broadening variable
remuneration elements and retention and succession planning also
helps to mitigate this risk.
Our businesses have also
introduced programmes to support employee health and wellbeing.
This includes training for all employees on keeping themselves and
their colleagues safe and well.
|
Data quality and governance: Poor data quality could impact
our financial management, fact-based decision making, business
efficiency, and credibility with customers
There is a risk that we lack the
necessary quality of systems and processes to ensure sufficient
granularity, completeness, and accuracy of vendor, product and
pricing master data. This has the potential to impact our ability
to deliver a digital customer experience, provide enhanced product
and customer analytics or insight and comply with both existing and
new regulatory requirements.
|
Product and customer data quality
remains a focus area for our operating companies, who continue to
monitor, assess and upgrade their product data requirements,
capabilities and governance considering ongoing changes in business
needs and regulation. We also continue to maintain and upgrade our
ERP systems where relevant to ensure these systems support the
required data quality and governance required.
|
Environmental, social and governance (ESG): Reputational
impacts from poor environmental, social and governance arrangements
and performance
Public and commercial consciousness,
driven in part by ongoing regulatory pressures, continues to evolve
on a wide range of environmental, social and governance issues,
including climate change, employee wellbeing and how an
organisation contributes to society.
While SIG has a long and rich
heritage in helping the construction industry deliver energy
efficient solutions and products, risks remain in terms of how we
deliver our ESG agenda.
This is particularly the case in how
we ensure we achieve our stated aims with regards to climate change
and decarbonisation. These risks include the cost and complexity of
compliance, the challenges presented by the decarbonisation of our
vehicle fleet and estate and how we engage with the wider industry
to reduce product and supply-chain carbon impacts.
|
Our ESG commitments include a
focus on health and safety leadership, reaching net zero carbon,
sending zero SIG waste to landfill, partnering to reduce carbon and
waste across the supply chain, and becoming an employer of choice
in our industry.
These commitments will be
supported by verified data to ensure that progress in achieving
these aims and ambitions is monitored and subject to appropriate
rigour. To do this, we have enhanced our sustainability reporting
and budgeting processes (particularly in relation to carbon
emissions and waste) to ensure that we are able to effectively
track both the progress and financial impacts of
commitments.
In terms of employee wellbeing,
each of our businesses has introduced programmes and initiatives to
support employees, underpinned by a Group-wide employee health and
wellbeing policy and training for all employees to understand their
responsibilities to keep themselves and their colleagues safe and
well.
|
Mergers and acquisitions: Inability to successfully execute,
integrate and leverage merger and acquisition
opportunities
Where necessary, we may from time to
time acquire new businesses. Such decisions are based on detailed
plans that assess the value creation opportunity for the Group. By
their nature, there is an inherent risk that we fail to manage the
execution and integration risks which may result in delays or
additional costs and impact the future value and revenues
generated.
|
We have appropriate M&A
resource across the organisation supported, and utilise external
advisors where necessary for the effective identification and
prioritisation of acquisition opportunities.
Resource is also available in the
organisation to ensure that transactions are subject to the
necessary pre and post-acquisition and integration activities and
processes.
Clear accountability and authority
limits for the initiation and approval of M&A activity are
defined in the Group Delegation of Authority.
|
Legal or regulatory compliance: Failing to comply with or
breaching legal or regulatory requirements
The Group's operations are subject
to an increasing and evolving range of regulatory and other
requirements in the markets in which it operates. A major corporate
failure resulting from a non-compliance with legislative,
regulatory or other requirements would impact our brand and
reputation, could expose us to significant operational disruption
or result in enforcement action or penalties.
|
Our Group General Counsel is a
member of the Executive Leadership Team and is supported by
appropriately skilled in-house legal and company secretarial
resource at Group and operating company level, with further support
provided by an approved panel of external lawyers and
advisors.
Policies and procedures are in
place to ensure compliance with legal and regulatory frameworks,
including health and safety, environmental, ethical, fraud, data
protection and product safety.
The Group's internal controls
function ensures that appropriate and effective controls are in
place against material financial misstatement, errors, omissions or
fraud.
Our Code of Conduct is available
on our website and forms part of our employee induction programme.
E-learning tools are also deployed across the organisation to
ensure employees are aware of, and understand, their
obligations.
A whistleblowing hotline, managed
and facilitated by an independent third party, is in place
throughout the Group. All calls are followed up and investigated
fully with all findings reported to the Board.
|
Modernisation: Failure to deliver the digital capabilities
necessary to support improved efficiency and productivity or to
remain competitive in the marketplace
Increased technological innovation
and change has accelerated the increasing role digitalisation will
have in the construction materials supply chain. We continue to
seek opportunities to ensure we can deliver digital solutions to
enable a more efficient, integrated, and frictionless experience
for our colleagues, customers and suppliers.
This risk may be exacerbated by
legacy systems and technologies which are heavily customised,
require significant system maintenance to prevent outages and lack
the functionality to allow their integration into a more modern
digital infrastructure.
|
We continue to evaluate new
technologies and make investments in the digital workplace to
ensure that we maintain a competitive digital
proposition.
Across our markets each operating
company is responsible for ensuring that it has an appropriate
technology roadmap to identify how it implements the necessary
technologies and ways of working to ensure that it can maximise
digital opportunities in terms of enhancing the customer experience
and optimising transactional, fulfilment or process
efficiencies.
During 2023, we invested in new
ERP technologies in our Benelux and French businesses and started
the necessary planning for a number of ERP replacement or
enhancement programmes across our operating companies.
|
Change management: Inability to change and grow the
organisation as planned in order to meet growth
targets
The Group is committed to
improving its operating performance, with a strategy, key actions
and progress on these.
This will inevitably require
changes to organisational structures, roles, and ways of working,
while we continue to modernise existing and implement new IT
systems.
There is a risk that these
initiatives, allied to the impacts of challenging market conditions
for our business and employees, results in 'change fatigue' and
either future changes are not implemented as planned, or the
benefits are not realised.
|
Operating companies continue to
manage change portfolios through programme management governance
committees. Increased monitoring has been implemented, particularly
regarding progress against growth initiatives, in line with our
strategy.
Monitoring of business growth
metrics and early warning indicators or trends continues as part of
business reviews at both the management and Board level.
Our ongoing employee engagement
surveys continue to facilitate the early identification of change
impact in terms of our employees, and action plans are implemented
and monitored accordingly.
|
Non-statutory information
The Group uses a number of
alternative performance measures, which are non-IFRS, to describe
the Group's performance. The Group considers these performance
measures to provide useful historical financial information to help
investors evaluate the underlying performance of the business.
Alternative performance measures are not a substitute for or
superior to statutory IFRS measures.
These measures, as shown below,
are used to improve the comparability of information between
reporting periods and geographical units and to adjust for Other
items (as explained in further detail within the Accounting
policies). This also reflects how the business is managed and
measured on a day-to-day basis. Measures presented are aligned with
the key performance measures used in the business and as included
in the Strategic report.
a) Net debt
Net debt is a key metric for the
Group, and monitoring it is an important element of treasury risk
management for the Group. Net debt excluding the impact of IFRS 16
is no longer relevant for financial covenant purposes but is still
monitored for comparative purposes.
|
2023
|
2022
|
|
£m
|
£m
|
Reported net debt
|
458.0
|
444.0
|
Lease liabilities recognised in
accordance with IFRS 16
|
(307.3)
|
(285.0)
|
Lease receivables recognised in
accordance with IFRS 16
|
3.3
|
1.3
|
Net
debt excluding impact of IFRS 16
|
154.0
|
160.3
|
b) Leverage
Leverage is one of the covenants
applicable to the RCF and is used as a key performance metric for
the Group. It is calculated as net debt divided by the last twelve
months underlying EBITDA.
|
2023
|
2022
|
|
£m
|
£m
|
Underlying operating
profit
|
53.1
|
80.2
|
Add back:
|
|
|
Depreciation of right-of-use assets
and property, plant and equipment
|
76.6
|
73.2
|
Amortisation of computer
software
|
2.4
|
3.2
|
Underlying EBITDA
|
132.1
|
156.6
|
|
|
|
Reported net debt
|
458.0
|
444.0
|
Leverage
|
3.5x
|
2.8x
|
Leverage excluding the impact of
IFRS 16 is calculated as follows:
|
2023
|
2022
|
|
£m
|
£m
|
Underlying operating
profit
|
53.1
|
80.2
|
Impact of IFRS 16
|
(13.5)
|
(8.6)
|
Underlying operating profit
excluding impact of IFRS 16
|
39.6
|
71.6
|
Add back:
|
|
|
Depreciation excluding impact of
IFRS 16
|
13.0
|
12.2
|
Amortisation of computer
software
|
2.4
|
3.2
|
Underlying EBITDA excluding the
impact of IFRS 16
|
55.0
|
87.0
|
|
|
|
Net debt excluding the impact of
IFRS 16
|
154.0
|
160.3
|
Leverage excluding the impact of IFRS 16
|
2.8x
|
1.8x
|