20 February
2024
Springfield Properties
plc
("Springfield", the
"Company", the "Group" or the "Springfield Group")
Interim Results
Springfield Properties (AIM: SPR),
a leading housebuilder in Scotland focused on
delivering private and affordable housing, announces
its interim results for the six months ended 30 November
2023.
Financial
Summary
|
H1 2024
£m
|
H1 2023
£m
|
Change
|
Revenue
|
121.7
|
161.9
|
-25%
|
Private housing revenue
|
87.7
|
118.6
|
-26%
|
Affordable housing revenue
|
25.4
|
27.9
|
-9%
|
Contract housing revenue
|
1.9
|
10.6
|
-82%
|
Other revenue*
|
6.7
|
4.8
|
+39%
|
Gross margin
|
14.7%
|
14.0%
|
+70bps
|
Administrative expenses**
|
12.6
|
14.7
|
-14%
|
Operating profit
|
4.8
|
7.6
|
-37%
|
Adj. operating profit**
|
5.6
|
8.2
|
-32%
|
Profit before tax
|
1.2
|
5.9
|
-80%
|
Adj. profit before tax**
|
2.0
|
6.6
|
-70%
|
Basic EPS (p)
|
1.00
|
4.24
|
-76%
|
Adj. basic EPS** (p)
|
1.59
|
4.68
|
-66%
|
Net bank debt
|
93.4
|
67.8
|
+38%
|
* Includes land sales of £5.2m (H1 2023:
£3.7m)
** Adjusted to exclude exceptional costs of £0.9m (H1 2023:
£0.6m) (See the Financial Review for further
detail)
H1 2024
Operational Summary
·
Total completions of 432 (H1 2023: 673), in line
with management expectations, reflecting entering the year with a
lower forward order book due to challenging market
conditions
·
Private housing demand continued to be impacted
by high interest rates, mortgage affordability and reduced
homebuyer confidence
·
Recommenced engaging with affordable housing providers following
the Scottish Government increasing the affordable housing
investment benchmarks
o Affordable housing contracts totalling c. £40.0m have been
signed since 31 May 2023 for delivery in H2 2024 and
beyond
· In
response to market conditions, the Board adopted a strategy
focusing on maximising cash generation to reduce the Group's debt
by year end, including through:
o carefully managing working capital and curtailing speculative
private housing development by only commencing building homes when
they are reserved
o sustained focus on cost control, with administrative
expenses, excluding exceptional items, being reduced to £12.6m (H1
2023: £14.7m)
o actively pursuing land sales to accelerate cash realisation
from the Group's large land bank - with sales totalling £18.0m
agreed during and post period, of which £15.0m is expected to be
received in H2 2024
o pausing dividend payments until the bank debt is materially
reduced
·
Total owned land bank of 6,421 plots (31 May
2023: 6,712 plots), 86% with planning permission (31 May 2023:
83%), and strategic options over a further 3,217 acres (31 May
2023: 3,255 acres), equating to c. 32,200 plots - one of the
largest land banks in Scotland
·
Progress made against the first-year objectives
set within the Group's ESG strategy and became the first
housebuilder to participate in NextGeneration's Core sustainability
benchmarking initiative
Current Trading and Outlook
·
On track to report results for FY 2024 in line
with market expectations, including meeting target to reduce net
bank debt to c. £55.0m by 31 May 2024
·
Private housing reservation rates in calendar
year 2024 are showing initial signs of recovery with a return in
homebuyer confidence
·
Demand remains strong in affordable housing, with
the Group confident of signing further contracts in the near
term
·
Advanced negotiations are underway for further
profitable land sales
·
The Scottish Government's emergency rent cap is
due to end on 1 April 2024, which offers the prospect of a return
of investment in Scotland by private rented sector ("PRS")
providers
·
Build cost inflation is continuing to reduce and
stabilising around 2.5%
·
Long-term fundamentals of the Scottish housing
market remain strong with an undersupply of housing across all
tenures and greater private housing affordability than the UK as a
whole
·
With a large number of sites with planning
already in place, the Group is able to quickly accelerate site
development as market conditions improve and is well-placed to
satisfy pent-up demand for high-quality, energy efficient housing
in attractive locations across the country
Innes Smith, Chief Executive Officer of Springfield
Properties, commented: "Trading for the first half of the year was
in line with our expectations, and reflects the challenging market
conditions experienced across the industry. To mitigate the impacts
of the downturn and ensure we are in a stronger position for when
trading conditions recover, we took decisive actions to maximise
cash generation and reduce our debt by year end. A key element of
this was actively pursuing profitable land sales. We are pleased to
have agreed sales worth £18m so far and we expect to conclude
negotiations for further sales in the near
term.
"Looking ahead, we are encouraged
by the improvement in private housing reservations that we have
experienced in recent weeks and the signs of increasing homebuyer
confidence, as has been reported by other housebuilders. We are
receiving strong demand in affordable housing - and have already
signed contracts worth c. £40m since 31 May 2023. We are also
hopeful that the ending of the Scottish Government's emergency rent
cap in April 2024 will enable a return of PRS activity. Alongside
this, build cost inflation is continuing to reduce and is expected
to stabilise at low levels. We are on track to meet our year-end
target for net bank debt, which will continue to reduce in the next
financial year.
"The fundamentals of our business
and our position within the Scottish housing market remain strong.
We have one of the largest land banks in Scotland with over 6,421
owned plots, 86% of which has planning permission, and a further
3,217 acres of strategic land. We have an excellent reputation of
offering high quality, energy efficient homes in desirable
locations in key housing markets, and a track record of delivering
developments exclusively for affordable housing. In addition, there
is an undersupply of housing of all tenures, which can only be
addressed through building new homes. As a result, while there
remains uncertainty in the near term, with our position having been
strengthened through the decisive action that we have taken, we
remain confident in Springfield's prospects."
Enquiries
Springfield
Properties
|
|
Sandy Adam, Chairman
Innes Smith, Chief Executive
Officer
Iain Logan, Chief Financial Officer
|
+44 1343 552550
|
|
|
Singer
Capital Markets
|
|
Shaun Dobson, James Moat, Oliver
Platts
|
+44 20 7496 3000
|
|
|
Gracechurch
Group
|
|
Harry Chathli, Claire Norbury, Henry
Gamble
|
+44 20 4582 3500
|
Results
Investor Webinar
Innes Smith, Chief Executive
Officer, Iain Logan, Chief Financial Officer, and Martin Egan,
Chief Operating Officer, will be presenting to retail
shareholders via a webinar hosted by Equity Development at 12.45pm
GMT on 22 February 2024. Investors can register their attendance
for the webinar at the following link:
https://www.equitydevelopment.co.uk/news-and-events/spr-investor-presentation-22feb2024
A video recording of the
presentation will be available shortly
afterwards here.
Operational Review
In line with management
expectations, the Group completed 432
homes in the six months to 30 November 2023 (H1 2023: 673). This
reflects the challenging market conditions that resulted in the
Group entering the year with a lower forward order book than the
previous year. With private housing reservations significantly
impacted by high interest rates, mortgage affordability and reduced
homebuyer confidence, the Group took the
strategic decision to curtail speculative private housing
development by only commencing building
homes when they are reserved. The Board's focus is on maximising
cash generation in order to reduce the Group's debt.
A key element of this is the active pursuit of
profitable land sales to accelerate cash realisation from its large
land bank, with one agreement being signed during the period and
two post-period end. Springfield has one of the largest land banks
in Scotland with 6,421 owned plots - 86% with planning permission -
and strategic options over a further 3,217 acres enabling the Group
to make land sales without impacting the Group's medium term
development pipeline.
During the period, the Group was pleased to
recommence engaging with affordable housing providers. This
followed reducing cost price inflation and an increase to the
Scottish Government affordable housing investment
benchmarks. The Group's focus is on short-term contracts with
lower pricing risk, and it has been encouraged by the interest it
is receiving, having entered into c. £40m of contracts since 31 May
2023.
As a result of the decisive
actions that have been taken during the period, and with continued
careful cost control, the Group is in a stronger position to
deliver future growth as more favourable economic and trading
conditions return.
Land Bank
A key element of the Group's strategy to
reduce net debt is the active pursuit of land sales. Land buying
activity was also significantly reduced. The Group entered an
agreement for a profitable sale of land for £5.2m during the
period and a further two agreements totalling £12.8m post period.
The Group is in advanced discussions regarding further profitable
land sales and continues to be encouraged by the interest it is
receiving in its land bank, a large proportion of which already has
planning permission.
At 30 November 2023, the Group had 6,421 owned
plots (31 May 2023: 6,712) and strategic options over a further
3,217 acres (31 May 2023: 3,255), equating to c. 32,200 plots. This
equates to five years of activity for the owned land bank and 25
years for the strategic land bank.
Of the owned land bank, 86% (31 May 2023: 83%)
had planning permission (including detailed and outline planning),
which provides an asset for cash generation. The gross development
value of the owned land bank at 30 November 2023 was £1.7bn (31 May
2023: £1.9bn).
Approximately 14% of the land under strategic
option had planning permission (31 May 2023: c. 14%).
At period end, the Group was active on 50
developments (31 May 2023: 50) and during the period seven
developments were completed and seven new developments became
active.
Private Housing
The Group entered the period with a lower
forward order book than the previous year, with reservation rates
having been impacted in FY 2023 by increased mortgage rates
combined with ongoing cost-of-living pressures reducing
affordability and homebuyer confidence. There was a further
negative impact on demand at the beginning of the period following
the Bank of England increasing interest rates to 5% towards the end
of June 2023. Sales levels remained low over the summer weeks, with
a traditional seasonal dip during the school holidays, which
continued once schools reopened in August. As a result, and as
described further above, the Group decided, in September, to
significantly curtail its speculative development activities and
only build homes when a reservation is secured. Reservation rates
remained subdued, but stable, throughout the remainder of the
period. Consequently, the number of private home completions for
the period was 279 compared with 429 for the first half of
2023.
However, the Group is pleased to note that
there has been an improvement in reservation rates, with the
average weekly reservation rate since mid-January 2024 being 62%
higher than for the Group's financial year to that point. While
near-term uncertainty remains, the Group is encouraged by the
indications of a return in homebuyer confidence.
The average selling price ("ASP") for private
housing during the period increased to £314k (H1 2023: £277k). This
reflects increased selling prices across all the Group's brands as
well as changes in the housing mix.
As at 30 November 2023, the Group was active
on 32 private housing developments (31 May 2023: 32), with three
active developments added during the period and three developments
completed. In total, as at 30 November 2023, the owned private
housing land bank consisted of 4,574 plots (31 May 2023: 5,075), of
which 89% had planning permission (31 May 2023: 86%).
Village
Developments
Springfield Villages are large, standalone
developments that include infrastructure and neighbourhood
amenities. Each Village is designed to deliver approximately 3,000
homes, primarily for private sale, but also include affordable, and
at Bertha Park, PRS housing, with ample green space and community
facilities.
The Group has three Villages that
are well underway and already home to thriving communities: Dykes
of Gray, Dundee; Bertha Park, Perth; and Elgin South (formally
'Linkwood Village'), Elgin. During the period, a section 75
agreement was reached with Stirling Council for 3,042 homes at
Durieshill. The Village was granted planning in 2019 and is
believed to be the largest detailed planning consent to have been
granted in Scotland to date. With the section 75 now in place, the
Group has all consents required to commence work on site, which is
expected in calendar year 2024. At Elgin South, where there were 27
completions in H1 2024 (H1 2023: 12), with a new phase of homes
being released for sale during the period.
In total (including homes
delivered under contract), there were 46 private housing
completions at the Villages during the period (H1 2023:
60).
Affordable Housing
During the period, the Group recommenced
engaging with affordable housing providers, with a focus on 12-18
month contracts with lower pricing risk. This followed the Scottish
Government increasing the affordable housing investment benchmarks
and a reduction in levels of cost price inflation, which has
enabled housing associations to increase the price of affordable
housing contracts.
The Group is encouraged by the demand that it
is receiving in affordable housing, which offers high revenue
visibility with low capital exposure and strong cash flow dynamics.
As previously announced, since 31 May 2023 the Group has signed
contracts with affordable housing providers totalling
c. £40.0m for delivery in the second half of the year and
beyond, and is in advanced negotiations regarding further contracts
that it expects to be awarded in H2 2024. The signed contracts
include a contract with Highland Housing Alliance, signed post
period, that comprises a bulk sale element for £4.2m, which is due
to complete during the current financial year, and a design and
build element, worth £11.2m, with the majority to be recognised in
the next financial year. This bulk sale will support
the Group's overall sales rates as well as its efforts to maximise
cash generation.
During the period, the Group completed 144
affordable homes (H1 2023: 175). This reduction reflects the
Group's decision in the previous year to pause entering new
affordable-only contracts until the economics became more
attractive in the inflationary environment. Average selling price
was £177k (H1 2023: £159k). This increase is partly due to the
contribution to revenue from a contract signed on 31 May 2023 to
deliver 55 homes at Deans South in Livingston. The number of active
affordable housing developments was 15 at 30 November 2023 (31 May
2023: 15), with four active developments added during the period
and four developments completed. This included completing handovers
of another affordable-only development under the Group's local
authority framework agreement with Moray Council, bringing the
total number of projects completed in this framework to six.
As at 30 November 2023, the total owned
affordable housing land bank consisted of 1,847 plots (31 May 2023:
1,637), of which 78% had planning permission (31 May 2023:
79%).
Contract Housing
In contract housing, the Group provides
development services to third party private organisations and
receives revenue based on costs incurred plus fixed mark up. To
date, this has largely consisted of services provided to Bertha
Park Limited, including homes across all tenures - private,
affordable and PRS housing.
At 30 November 2023, the contract housing land
bank with planning consent consisted of 594 plots (31 May 2023:
603). The nine homes completed during the period (H1 2023: 69)
comprised six private homes, two affordable homes and one PRS home
at Bertha Park Village. The reduction reflects no new phases of
private housing having been released, as the Group adopted a
cautious approach in private housing as described above, and the
Group having completed its existing PRS contract, which made a
significant contribution to H1 2023 contract housing revenue. As
previously noted, the Group's strategy to expand PRS activity was
put on hold following the introduction of rent control by the
Scottish Government in FY 2023. However, the Group is hopeful that
opportunities to build more PRS homes, particularly in its Village
developments, will return with the Scottish Government's emergency
rent cap scheduled to end on 1 April 2024.
Financial Review
Revenue
|
H1
2024
£'000
|
H1
2023
£'000
|
Change
|
Private housing
|
87,674
|
118,626
|
-26.1%
|
Affordable housing
|
25,452
|
27,843
|
-8.6%
|
Contract housing
|
1,862
|
10,634
|
-82.5%
|
Other
|
6,697
|
4,827
|
+38.7%
|
TOTAL
|
121,685
|
161,930
|
-24.9%
|
For the six months ended 30 November 2023,
revenue was £121.7m (H1 2023: £161.9m), reflecting a reduction in
revenue across most of the business as described above. Private
housing remained the largest contributor to Group revenue,
accounting for 72.1% (H1 2023: 73.3%) of total sales, with
affordable housing contributing 20.9% (H1 2023: 17.2%), contracting
contributing 1.5% (H1 2023: 6.6%) and other revenue, which
primarily consists of land sales, contributing 5.5% (H1 2023:
3.0%).
Gross profit was £17.9m (H1 2023: £22.7m) due
to the lower revenue. Gross margin increased slightly to 14.7% (H1
2023: 14.0%), which primarily reflects the improvement in gross
margin in affordable housing. For H1 2024, build cost inflation was
c. 4%, compared with a peak of c. 30% during the prior
year.
Administrative expenses, excluding exceptional
items, were £12.6m (H1 2023: £14.7m). This reflects the cost
savings implemented and rationalisation across the Group,
generating annualised savings of c. £4m.
Finance costs were £3.7m (H1 2023:
£1.7m), which represents greater bank interest
payments due to the rise in interest rates and the increase in bank
debt.
Exceptional items were £0.9m (H1 2023: £0.6m),
which mainly relates to restructuring costs involved with reducing
the ongoing cost base of the Group.
Operating profit was £4.8m (H1 2023: £7.6m).
Excluding exceptional items, operating profit was £5.6m (H1 2023:
£8.2m). Statutory profit before tax was
£1.2m (H1 2023: £5.9m) and adjusted profit before tax and
exceptional items was £2.0m (H1 2023: £6.6m).
Basic earnings per share (excluding
exceptional items) were 1.59 pence (H1 2023: 4.68 pence). Statutory
basic earnings per share were 1.00 pence (H1 2023: 4.24
pence).
Net bank debt at 30 November 2023 was £93.4m
(31 May 2023: £61.8m; 30 November 2022: £67.8m). This figure does
not include the £15.0m of outstanding cash proceeds from land
sales agreed during and post period that are to be received by the
end of the financial year.
The increase in net bank debt over the
six-month period primarily reflects £11.0m in scheduled deferred
payments relating to the Group's acquisitions of Tulloch Homes
(being the last such payment) and Mactaggart & Mickel Homes and
£6.0m in contracted payments for land. It also reflects the usual
working capital cycle, with work-in-progress at the end of the
first half, which will unwind as houses complete in the second half
of the year. The Group remains on track to meet its target of
reducing net bank debt to c. £55.0m by 31 May
2024.
During the period, a term loan of £18.0m was
put in place with a repayment date of 30 September 2024 to provide
the Group with additional flexibility and surety during the
uncertain market conditions. For further details on the Group's
borrowings, see note 14.
Customer
Satisfaction
The Group has set a target of 100% customer
satisfaction to encourage continuous improvement and is pleased to
report satisfaction levels of 96% from customers surveyed during
the first half of the year - an increase over the 92% achieved for
H1 2023. All reservations during the period were managed under new
operating procedures that were implemented in accordance with the
New Homes Quality Board Code of Practice, which the Group activated
in April 2023.
A programme to refresh websites of the Group's
brands continued, with a new website for Tulloch Homes launched in
October 2023 and Mactaggart & Mickel Homes post period. The
websites are now part of a shared platform, ensuring a consistently
high user experience for customers as well as simplifying website
management for the Group.
In addition, during the period, the Group
successfully passed its external surveillance audit for its ISO
9001 (Quality Management) management system.
Build Quality
and Efficiencies
Following a review of the house types offered
across its brands, the Group has streamlined its portfolio down to
the most popular homes that are most efficient to build and capable
of accommodating future building standards to maximise energy
efficiency. The entire new range can be built efficiently
from timber kits at the Group's own factories and maximise the use
of modern methods of construction on site. The greater build
efficiency will mitigate the cost increases associated with new
regulation. For all new planning applications, homes for each brand
are now selected from a portfolio of 40 house types ranging from
700sq.ft to 2,500sq.ft offering two bed to five bed homes.
Architecturally, the new portfolio has protected the quality,
space and character in house design, which differentiates the Group
from other volume housebuilders. This includes a mix of elevations
for the interesting streetscapes that Springfield is renowned
for. The consistent build approaches will enable the
Group to increase the quality of its housing delivery.
Environment & People -
ESG
The delivery of energy efficient homes within
sustainable communities remains at the heart of the Group's
activities. The Village developments, in particular, showcase the
quality of the Group's award-winning placemaking
abilities.
During the period, the Group became the first
housebuilder across the UK to participate in NextGeneration's Core,
which is a sustainability benchmark for small to medium-sized home
builders. The assessment confirmed the Group's strengths in
multiple areas, including its investment in employees, place-making
abilities and community engagement. It attested to the Group's lead
across the UK on the delivery of homes without fossil fuels, with
over a decade of experience in the use of air source heating
systems, as well as a head start in the use of modern methods of
construction, delivering well insulated homes constructed from
timber kits.
The Group published an update on its ESG
strategy in September 2023. A key part of this was the development
of the Group's pathway to net zero before 2045 with plans aligned
with the Science Based Targets Initiative.
In addition, during the period, the Group
successfully passed its external surveillance audit for its ISO
14001 (Environment Management) management system.
Markets
Within a UK context, the Scottish market is
typically more stable than the broader market and the South of
England in particular. This is reflected in the lower levels of
house price inflation in recent years. With many regions
experiencing a decline in average house prices, it is notable that
the average house price in Scotland is expected to grow by 1.5% in
2024 (source: Rettie).
This is partly due to the greater affordability in Scotland,
characterised by lower loan to income levels with data showing that
it is cheaper to buy a home than rent privately. The Group's
private housing is also supported by the Scottish missive system,
which ensures that customers are contracted into the purchase much
earlier in the build programme.
Market conditions for Springfield and
housebuilders across the UK were challenging during the first half
of the year, particularly within private housing, which has
continued post period. However, there was improvement compared with
prior periods, with a reduction in build cost inflation to below 5%
and greater availability of materials and subcontractors. This
is particularly beneficial for affordable housing, which, along
with the Scottish Government increasing the affordable housing
investment benchmarks, has become more attractive.
Mortgage lenders have also already made
significant downward shifts on mortgage rates and the appetite from
lenders for new build homes has remained strong. The green
credentials Springfield offers, with homes four times more
efficient than many on the second-hand market, help lenders meet
their own sustainability targets.
The Scottish Government rent policies
continued to dampen demand from PRS investors. However, with the
emergency rent cap due to end on 1 April 2024, the Group is hopeful
that PRS providers will resume activity in Scotland in the near
future. With a large land bank in areas of high demand, and having
successfully delivered the first houses built specifically for
private rent in Scotland, the Group is well positioned to benefit
from any return of PRS housing development.
In addition, the Group is receiving strong
interest in its land bank - and at attractive valuations - which
reflects the market preparing for an upturn in trading
conditions.
The fundamentals of the housing market in
Scotland remain strong. There is an undersupply of housing across
all tenures, which is becoming more acute - as evidenced by three
local authorities, including Edinburgh and Glasgow Councils,
declaring housing emergencies and new Homes for Scotland research
finding that a quarter of households in Scotland have a housing
need. New housing is recognised as a key infrastructure requirement
to support economic development, such as the creation of the
Inverness and Cromarty Firth Green Freeport, which is due to
bring £3.0bn of investment and c. 10,000 new jobs into
the region. With a strong landholding in the Highlands region, the
Group is well-placed to assist in delivering this
infrastructure.
Dividend
As announced at the time of the FY 2023
results, while recognising the importance of dividend payments to
shareholders, the Board has resolved not to declare a dividend
until the Group's bank debt is materially reduced. The Group's
focus is on managing cash flow and reducing its debt so that it is
well positioned for as normalised market demand returns.
Outlook
The Group remains on track to
report results for the year to 31 May 2024 in line with market
expectations, including a reduction in net bank debt to c. £55.0m.
The Board's confidence is based on the decisive actions taken in
the first half, the strong interest it is receiving in affordable
housing and in its land bank along with the improvement experienced
in recent weeks in private housing reservation rates. Alongside
this, build cost inflation continues to reduce and is expected to
stabilise at around 2.5%.
Looking further ahead, the Group
is encouraged by the indications of a return in homebuyer
confidence, with the average weekly reservation rate since
mid-January 2024 being 62% higher than for the Group's financial
year to that point. The interest that the
Group is receiving in its land bank - and at attractive valuations
- reflects the market preparing for an upturn in trading
conditions. In addition, with the Scottish
Government's emergency rent cap due to end on 1 April 2024, the
Group is hopeful that PRS providers will
recommence investing in Scotland.
The fundamentals of the business
and of the housing market in Scotland remain strong. The
undersupply of housing, which is across all tenures, is
intensifying. The Group offers high quality, energy efficient homes
in popular locations across the country under multiple well
established, reputable brands. It has an excellent track record of
delivering developments exclusively dedicated to affordable housing
and was the first housebuilder to deliver houses specifically built
for PRS. The Group has one of the largest land banks in Scotland,
86% of which has planning permission. In
addition, the decisive actions that the Group has taken during the
period, and continues to take, put it in a stronger position to
deliver future growth as more favourable economic and trading
conditions return.
Accordingly, while there remains
near-term uncertainty, particularly in private housing, the Board
is confident in the Group's prospects for returning to growth and
in its ability to generate shareholder value.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE HALF YEAR ENDED 30
NOVEMBER 2023
|
|
Unaudited Period
to
30 November
2023
|
|
Unaudited Period
to
30 November
2022
|
|
Audited Year
to
31 May
2023
|
|
Note
|
£000
|
|
£000
|
|
£000
|
Revenue
|
4
|
121,685
|
|
161,930
|
|
332,132
|
Cost of sales
|
|
(103,745)
|
|
(139,235)
|
|
(284,177)
|
Gross profit
|
4
|
17,940
|
|
22,695
|
|
47,955
|
Administrative expenses before
exceptional items
|
|
(12,618)
|
|
(14,713)
|
|
(27,955)
|
Exceptional items
|
5
|
(852)
|
|
(643)
|
|
(720)
|
Total administrative
expenses
|
|
(13,470)
|
|
(15,356)
|
|
(28,675)
|
Other operating income
|
|
302
|
|
215
|
|
688
|
Operating profit
|
|
4,772
|
|
7,554
|
|
19,968
|
Finance income
|
|
63
|
|
66
|
|
133
|
Finance costs
|
|
(3,665)
|
|
(1,700)
|
|
(4,812)
|
Profit before taxation
|
|
1,170
|
|
5,920
|
|
15,289
|
Taxation
|
6
|
21
|
|
(896)
|
|
(3,216)
|
Profit for the period and total comprehensive
income
|
4
|
1,191
|
|
5,024
|
|
12,073
|
Profit for the period and total comprehensive income is
attributable to:
|
|
|
|
|
|
|
- Owners of
the parent
company
|
|
1,191
|
|
5,024
|
|
12,073
|
Earnings per share
|
|
|
|
|
|
|
Basic earnings per
share
|
7
|
1.00p
|
|
4.24p
|
|
10.19p
|
Diluted earnings per
share
|
7
|
0.97p
|
|
4.12p
|
|
9.90p
|
The Group has no items of other
comprehensive income.
The accompanying notes form an
integral part of these financial statements.
CONSOLIDATED BALANCE SHEET - AS AT 30 NOVEMBER
2023
|
|
Unaudited
30 November
2023
|
|
Unaudited
30 November
2022
|
|
Audited
31 May
2023
|
Non-current assets
|
Note
|
£000
|
|
£000
|
|
£000
|
Property, plant and
equipment
|
|
7,010
|
|
7,778
|
|
7,816
|
Intangible assets
|
|
5,824
|
|
5,665
|
|
5,953
|
Deferred taxation
|
|
1,784
|
|
1,893
|
|
1,783
|
Accounts receivable
|
|
5,000
|
|
5,381
|
|
5,000
|
|
|
19,618
|
|
20,717
|
|
20,552
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
276,783
|
|
283,786
|
|
277,633
|
Trade and other
receivables
|
|
20,774
|
|
25,721
|
|
22,588
|
Corporation tax
|
|
-
|
|
149
|
|
-
|
Cash and cash
equivalents
|
|
10,097
|
|
19,369
|
|
8,909
|
|
|
307,654
|
|
329,025
|
|
309,130
|
Total assets
|
|
327,272
|
|
349,742
|
|
329,682
|
Current liabilities
|
|
|
|
|
|
|
Trade and other
payables
|
|
33,797
|
|
62,954
|
|
55,788
|
Deferred consideration
|
10
|
3,752
|
|
14,023
|
|
11,785
|
Short-term obligations under lease
liabilities
|
|
1,776
|
|
1,677
|
|
1,884
|
Provisions
|
12
|
721
|
|
821
|
|
1,710
|
Corporation tax
|
|
89
|
|
-
|
|
362
|
Bank overdraft
|
|
3,816
|
|
-
|
|
-
|
|
|
43,951
|
|
79,475
|
|
71,529
|
Non-current liabilities
|
|
|
|
|
|
|
Long-term bank
borrowings
|
|
99,696
|
|
87,208
|
|
70,673
|
Long-term obligations under lease
liabilities
|
|
3,490
|
|
4,148
|
|
4,016
|
Deferred taxation
|
|
3,004
|
|
3,651
|
|
3,615
|
Deferred consideration
|
10
|
21,680
|
|
27,954
|
|
24,332
|
Contingent
consideration
|
11
|
2,000
|
|
2,000
|
|
2,000
|
Provisions
|
12
|
2,206
|
|
1,819
|
|
2,884
|
|
|
132,076
|
|
126,780
|
|
107,520
|
Total liabilities
|
|
176,027
|
|
206,255
|
|
179,049
|
|
|
|
|
|
|
|
Net assets
|
|
151,245
|
|
143,487
|
|
150,633
|
Equity
|
|
|
|
|
|
|
Share capital
|
9
|
148
|
|
148
|
|
148
|
Share premium
|
9
|
78,744
|
|
78,744
|
|
78,744
|
Retained earnings
|
|
72,353
|
|
64,595
|
|
71,741
|
Equity attributable to owners of the parent
company
|
|
151,245
|
|
143,487
|
|
150,633
|
|
|
|
|
|
|
| |
The accompanying notes form an
integral part of these financial statements.
CONSOLIDATED Statement of Changes in
Equity
FOR THE PERIOD ENDED 30 NOVEMBER
2023
|
|
Share
capital
|
|
Share
premium
|
|
Retained
earnings
|
|
|
Total
|
|
Note
|
£000
|
|
£000
|
|
£000
|
|
|
£000
|
1
June 2022
|
|
148
|
|
78,744
|
|
64,635
|
|
|
143,527
|
Total comprehensive income for the
period
|
|
-
|
|
-
|
|
5,024
|
|
|
5,024
|
Dividends
|
8
|
-
|
|
-
|
|
(5,568)
|
|
|
(5,568)
|
Share-based payments
|
-
|
|
-
|
|
504
|
|
|
504
|
30 November 2022
|
|
148
|
|
78,744
|
|
64,595
|
|
|
143,487
|
Total comprehensive income for the
period
|
|
-
|
|
-
|
|
7,049
|
|
|
7,049
|
Share-based payments
|
|
-
|
|
-
|
|
97
|
|
|
97
|
31 May 2023
|
|
148
|
|
78,744
|
|
71,741
|
|
|
150,633
|
Total comprehensive income for the
period
|
|
-
|
|
-
|
|
1,191
|
|
|
1,191
|
Share-based payments
|
|
-
|
|
-
|
|
(579)
|
|
|
(579)
|
30 November 2023
|
|
148
|
|
78,744
|
|
72,353
|
|
|
151,245
|
|
|
|
|
|
|
|
|
|
|
| |
The share capital accounts record
the nominal value of shares issued.
The share premium account records
the amount above the nominal value for shares issued, less share
issue costs.
Retained earnings represents
accumulated profits less losses and distributions. Retained
earnings also includes share-based payments.
The accompanying notes form an
integral part of these financial statements.
CONSOLIDATED Statement of Cash
Flows
PERIOD to
30 NOVEMBER 2023
|
Unaudited
Period to 30 November
2023
|
|
Unaudited
Period to 30 November
2022
|
|
Audited
Year to 31
May
2023
|
Cash flows generated from operations
|
£000
|
|
£000
|
|
£000
|
Profit for the period
|
1,191
|
|
5,024
|
|
12,073
|
Adjusted for:
|
|
|
|
|
|
Exceptional items
|
852
|
|
643
|
|
720
|
Taxation charged
|
(21)
|
|
896
|
|
3,216
|
Finance costs
|
3,665
|
|
1,700
|
|
4,812
|
Finance income
|
(63)
|
|
(66)
|
|
(133)
|
Adjusted operating profit before working capital
movement
|
5,624
|
|
8,197
|
|
20,688
|
Exceptional items
|
(852)
|
|
(643)
|
|
(720)
|
Gain on disposal of tangible fixed
assets
|
(103)
|
|
(91)
|
|
(312)
|
Gain on disposal of
investment
|
-
|
|
(158)
|
|
(158)
|
Share-based payments
|
(579)
|
|
504
|
|
601
|
Non-cash movement
|
-
|
|
95
|
|
-
|
Amortisation of intangible fixed
assets
|
130
|
|
123
|
|
255
|
Depreciation of tangible fixed
assets
|
1,210
|
|
1,061
|
|
2,257
|
Operating cash flows before movements in working
capital
|
5,430
|
|
9,088
|
|
22,611
|
Decrease/(increase) in
inventory
|
850
|
|
(8,346)
|
|
(3,251)
|
Decrease/(increase) in trade and
other receivables
|
1,858
|
|
(4,023)
|
|
(404)
|
Decrease in trade and other
payables
|
(23,633)
|
|
(6,170)
|
|
(10,818)
|
Net cash (used in)/generated from
operations
|
(15,495)
|
|
(9,451)
|
|
8,138
|
Taxation paid
|
(863)
|
|
(1,153)
|
|
(2,900)
|
Net cash (outflow)/inflow from operating
activities
|
(16,358)
|
|
(10,604)
|
|
5,238
|
Investing activities
|
|
|
|
|
|
Purchase of property, plant and
equipment
|
(91)
|
|
(172)
|
|
(478)
|
Proceeds on disposal of property,
plant and equipment
|
133
|
|
109
|
|
427
|
Proceeds on disposal of
investment
|
-
|
|
678
|
|
678
|
Deferred consideration paid on
acquisition of subsidiary
|
(10,692)
|
|
(4,450)
|
|
(6,138)
|
Acquisition of subsidiary, net of
cash acquired
|
-
|
|
(11,212)
|
|
(15,867)
|
Purchase of intangible
assets
|
-
|
|
(30)
|
|
(30)
|
Interest received
|
1
|
|
-
|
|
-
|
Net cash used in investing activities
|
(10,649)
|
|
(15,077)
|
|
(21,408)
|
Financing activities
|
|
|
|
|
|
Proceeds from bank
loans
|
29,023
|
|
36,722
|
|
20,187
|
Payment of lease
liabilities
|
(1,185)
|
|
(973)
|
|
(2,147)
|
Dividends paid
|
-
|
|
(5,568)
|
|
(5,568)
|
Interest paid
|
(3,459)
|
|
(1,521)
|
|
(3,783)
|
Net cash inflow from financing activities
|
24,379
|
|
28,660
|
|
8,689
|
Net (decrease)/increase in cash
and cash equivalents
|
(2,628)
|
|
2,979
|
|
(7,481)
|
Cash and cash equivalents at
beginning of period
|
8,909
|
|
16,390
|
|
16,390
|
Cash and cash equivalents at end of period
|
6,281
|
|
19,369
|
|
8,909
|
The accompanying notes form an
integral part of these financial statements.
NOTES TO THE FINANCIAL
StatementS
FOR THE PERIOD ENDED 30 NOVEMBER 2023
1. Organisation and trading
activities
Springfield Properties PLC ("the
Group") is incorporated and domiciled in Scotland as a public
limited company and operates from its registered office in
Alexander Fleming House, 8 Southfield Drive, Elgin, IV30
6GR.
The consolidated interim financial
statements for the Group for the six month period ended 30 November
2023 comprise the Company and its subsidiaries. The basis of
preparation of the consolidated interim financial statements is set
out in Note 2 below.
The financial information for six
month period ended 30 November 2023 is unaudited. It does not
constitute statutory financial statements within the meaning of
Section 434 of the Companies Act 2006. The consolidated interim
financial statements should be read in conjunction with the
financial information for the year ended 31 May 2023, which has
been prepared in accordance with International Accounting Standards
in conformity with the requirements of the UK adopted international
accounting standards. The statutory financial statements for year
ended 31 May 2023 have been delivered to the Registrar of
Companies. The auditors' report on those financial statements was
unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of
the Companies Act 2006.
2. Basis of
preparation
The interim financial statements
have been prepared in accordance with IAS 34 - Interim Financial
Reporting and in accordance with UK adopted international
accounting standards.
The interim financial statements
have been prepared on a going concern basis and under the
historical cost convention, except for contingent
consideration.
The preparation of financial
information requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. These are also
disclosed in the 31 May 2023 year-end financial statements and
there have not been any changes. Although these estimates are based
on management's best knowledge of the amounts, events or actions,
actual events may ultimately differ from those
estimates.
The interim financial statements do not include all financial risk
information and disclosures required in the annual financial
statements and they should be read in conjunction with the
financial information that is presented in the Group's audited
financial statements for the year ended 31 May 2023. There has been
no significant change in any risk management polices since the date
of the last audited financial statements.
Going Concern
The Group's performance in the six
months to November 2023 is in line with management expectations and
the Group is on track to report results for the year to May 2024 in
line with market expectations, including meeting the target to
reduce net bank debt to c. £55m.
Challenging market conditions
resulted in the Group entering the year with a lower forward order
book than the previous year. The Group took the strategic decision
to curtail speculative private housing development by only
commencing building homes when they are reserved.
The Board's focus is on maximising
cash generation in order to reduce the Group's debt to be in a
stronger position for when normalised market demand returns. A key
element to reduce debt is the active pursuit of land sales. During
the period, the Group entered into an agreement for a profitable
sale of land for a consideration of £5.2m; sales totalling
£12.8m were agreed post period; and the Group is in discussions
regarding further land sales.
The Group is encouraged by the
demand that it is receiving in affordable housing. As previously
announced, since May 2023 the Group has signed affordable housing
contracts totalling c. £40.0m for delivery in the second half
of the year and beyond, and is in advanced negotiations regarding
further contracts that it expects to be awarded in H2
2024.
The Group continues to have a
strong relationship with the Bank of Scotland - the revolving
credit facility of £87.5m has an expiry date in January 2025 and
the Group also has a £12.5m overdraft facility in place until
September 2024 as well as an £18.0m term loan which is repayable by
September 2024.
The Group prepared revised
projections in December 2023 to cover the years to May 2024 and May
2025 - these projections form the basis of the assessment to
confirm the appropriateness of the going concern basis being
adopted for the preparation of these consolidated interim financial
statements.
The Directors are confident that
the Group has adequate resources to continue in operational
existence for the foreseeable future. Accordingly, they continue to
adopt the going concern basis in preparing these half year
financial statements.
3. Accounting
Policies
The accounting policies used in
preparing these interim financial statements are the same as those
set out and used in preparing the Group's audited financial
statements for the year ended 31 May 2023.
Principal risks and uncertainties
As with any business, Springfield
Properties PLC faces a number of risks and uncertainties in the
course of its day to day operations.
The principal risks and
uncertainties facing the Group are outlined within our latest
annual financial statements for the year ended 31 May 2023.
We have reviewed these risks and uncertainties which remain
relevant for both the 6 months to 30 November 2023 and the full
financial year to 31 May 2024. We continue to manage and mitigate
these where relevant.
Exceptional items
Exceptional items are those
material items which, by virtue of their size or incidence, are
presented separately in the consolidated profit and loss account to
enable a full understanding of the Group's financial performance.
Transactions that may give rise to exceptional items include
transactions relating to acquisitions, costs relating to changes in
share capital structure and restructuring costs.
Restructuring costs relate to a
review of our business to identify areas for greater efficiency and
rationalisation.
4. Segmental
Analysis
A segment is a distinguishable
component of the Group's activities from which it may earn revenues
and incur expenses, whose operating results are regularly reviewed
by the Group's chief operational decision makers to make decisions
about the allocation of resources and assessment of performance and
about which discrete financial information is available.
In identifying its operating
segments, management generally follows the Group's service line
which represent the main products and services provided by the
Group. The Directors believe that the Group operates in one
segment:
· Housing building activity
As the Group operates solely in
the United Kingdom segment reporting by geographical region is not
required.
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Revenue
|
£000
|
|
£000
|
|
£000
|
Private residential
properties
|
87,674
|
|
118,626
|
|
253,362
|
Affordable housing
|
25,452
|
|
27,843
|
|
53,931
|
Contracting
|
1,862
|
|
10,634
|
|
19,681
|
Other
|
6,697
|
|
4,827
|
|
5,158
|
Total Revenue
|
121,685
|
|
161,930
|
|
332,132
|
Gross Profit
|
17,940
|
|
22,695
|
|
47,955
|
Administrative expenses
|
(12,618)
|
|
(14,713)
|
|
(27,955)
|
Exceptional items
|
(852)
|
|
(643)
|
|
(720)
|
Other operating income
|
302
|
|
215
|
|
688
|
Finance income
|
63
|
|
66
|
|
133
|
Finance expense
|
(3,665)
|
|
(1,700)
|
|
(4,812)
|
Profit before tax
|
1,170
|
|
5,920
|
|
15,289
|
Taxation
|
21
|
|
(896)
|
|
(3,216)
|
Profit for the period
|
1,191
|
|
5,024
|
|
12,073
|
5. Exceptional
items
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Restructuring costs
|
852
|
|
276
|
|
349
|
Acquisition and other transaction
related costs (1)
|
-
|
|
367
|
|
371
|
Exceptional items
|
852
|
|
643
|
|
720
|
|
|
|
|
|
| |
(1) Acquisition and other
tractions costs relating to acquiring the business of Mactaggart
and Mickel Group Limited
6. Taxation
The results for the six months to
30 November 2023 include a tax credit of 1.8% on profit before tax
(November 2022: tax charge of 15.1%; May 2023: 21.0%), representing
the best estimate of the average annual effective tax rate expected
for the full year, applied to the pre-tax income of the six month
period.
7. Earnings per
share
The calculation of the basic (and
diluted) earnings per share is based on the following
data:
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to
31 May
2023
|
Earnings
|
£000
|
|
£000
|
|
£000
|
Profit for the period attributable
to owners of the company
|
1,191
|
|
5,024
|
|
12,073
|
Adjusted for the impact of tax
adjusted exceptional costs in the year
|
689
|
|
521
|
|
652
|
Adjusted earnings
|
1,880
|
|
5,545
|
|
12,725
|
Number of Shares
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Weighted average number of
ordinary shares for the purpose of basic earnings per
share
|
118,508,946
|
|
118,469,399
|
|
118,478,254
|
Effect of dilutive potential
ordinary shares: share options
|
4,148,351
|
|
3,377,930
|
|
3,507,257
|
Weighted average number of
ordinary shares for the purpose of diluted earnings per
share
|
122,657,297
|
|
121,847,329
|
|
121,985,511
|
|
|
|
|
|
| |
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Earnings per ordinary share
|
|
|
|
|
|
Basic earnings per
share
|
1.00p
|
|
4.24p
|
|
10.19p
|
Diluted earnings per
share
|
0.97p
|
|
4.12p
|
|
9.90p
|
|
|
|
|
|
|
Adjusted per ordinary share
(1)
|
|
|
|
|
|
Basic earnings per
share
|
1.59p
|
|
4.68p
|
10.74p
|
Diluted earnings per
share
|
1.53p
|
|
4.55p
|
10.43p
|
|
|
|
|
|
| |
(1) Adjusted earnings is
presented as an additional performance measure and it stated before
exceptional items and is used in adjusted EPS
calculation.
8. Dividends
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Final dividend - y/e 31 May
2022
|
-
|
|
5,568
|
|
5,568
|
|
-
|
|
5,568
|
|
5,568
|
While recognising the importance
of the dividend to shareholders, the Board has resolved not to
propose an interim dividend for FY 2024 as a measure to preserve
liquidity in response to market conditions.
9. Share Capital
The Company has one class of
ordinary share which carries full voting rights but no right to
fixed income or repayment of capital.
The share capital account records
the nominal value of shares issued. The share premium account
records the amount above the nominal value received for shares
sold, less share issue costs.
Ordinary shares of 0.125p -
allotted, called up and fully
paid
|
Number of
shares
|
|
Share
capital
£000
|
|
Share
premium
£000
|
At 1 December 2022
|
118,469,399
|
|
148
|
|
78,744
|
Share issue
|
26,602
|
|
-
|
|
-
|
At 31 May 2023
|
118,496,001
|
|
148
|
|
78,744
|
Share issue
|
87,308
|
|
-
|
|
-
|
At 30 November 2023
|
118,583,309
|
|
148
|
|
78,744
|
During the period, 87,308 (May
2023: 26,602) shares were issued in satisfaction of share options
exercised for a consideration of £109 (May 2023: £33).
10. Deferred Consideration
As part of the purchase agreement
of Tulloch Homes Holdings Limited, there was a further £13,000,000
of deferred consideration payable. This can be broken down into (i)
£362,300 paid April 2022 (ii) £6,137,700 paid December 2022 and
(iii) £6,500,000 paid August 2023. The outstanding discounted
amount payable at the period end is £nil (30 November 2022:
£12,611,876; 31 May 2023: £6,493,552).
As part of acquiring the business
of Mactaggart & Mickel Group Limited, there is a further
£30,781,108 of deferred consideration payable. This is payable
quarterly in arrears as homes are sold over 5 years, commencing in
September 2023. The outstanding discounted amount payable at the
period end is £25,431,557 (30 November 2022: £29,365,111; 31 May
2023: £29,623,127).
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Deferred consideration < 1
year
|
3,752
|
|
14,023
|
|
11,785
|
Deferred consideration > 1
year
|
21,680
|
|
27,954
|
|
24,332
|
|
25,432
|
|
41,977
|
|
36,117
|
11. Contingent consideration and contingent
liabilities
As part of the purchase agreement
of Dawn Homes Holdings Limited there is a further £2,500,000
payable for an area of land if (i) we make
a planning application when we reasonably believe the council will
recommend approval; or (ii) it is zoned by the
council. The directors have assessed
the likelihood of the land being zoned and have included provision
of £2,000,000 based on 80% probability. The outstanding amount
payable at the period end included within Provisions is £2,000,000
(30 November 2022: £2,000,000; 31 May 2023: £2,000,000).
The remaining £500,000 has been
treated as a contingent liability due to the uncertainty over the
future payment.
Contingent consideration
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Dawn Homes Holdings
Limited
|
2,000
|
|
2,000
|
|
2,000
|
|
2,000
|
|
2,000
|
|
2,000
|
Contingent liabilities
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
|
£000
|
Dawn Homes Holdings
Limited
|
500
|
|
500
|
|
|
500
|
|
500
|
|
500
|
|
|
500
|
|
|
|
|
|
|
| |
12. Provisions
Dilapidation provisions are
included for all rented buildings within the Group. Maintenance
provisions relate to costs to come on developments where the final
homes have been handed over. In the prior period, an onerous lease
provision had been created due to the closure of the Walker office
in Livingston.
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
|
£000
|
Dilapidation provision
|
179
|
|
177
|
|
|
169
|
Onerous contracts
provision
|
585
|
|
-
|
|
|
353
|
Maintenance provision
|
2,163
|
|
2,463
|
|
|
4,072
|
|
2,927
|
|
2,640
|
|
|
4,594
|
|
|
|
|
|
|
| |
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
|
£000
|
Provisions < 1 year
|
721
|
|
821
|
|
|
1,710
|
Provisions > 1 year
|
2,206
|
|
1,819
|
|
|
2,884
|
|
2,927
|
|
2,640
|
|
|
4,594
|
|
|
|
|
|
|
| |
13. Transactions with related parties
Other related parties include
transactions with a retirement scheme in which the directors are
beneficiaries, and close family members of key management
personnel. During the period dividends totalling £nil (November 2022: £1,854k; May 2023: £1,854k) were
paid to key management personnel.
During the period the Group
entered into the following transactions with related
parties:
Sale of goods
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Bertha Park Limited
(1)
|
1,907
|
|
8,090
|
|
13,751
|
Other entities which key
management personnel have control, significant influence or hold a
material interest in
|
19
|
|
45
|
|
76
|
Key management
personnel
|
27
|
|
189
|
|
244
|
Other related parties
|
46
|
|
17
|
|
1
|
|
1,999
|
|
8,341
|
|
14,072
|
Sales to related parties represent
those undertaken in the ordinary course of business.
Purchase of goods
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Entities which key management
personnel have control, significant influence or hold a material
interest in
|
10
|
|
17
|
|
325
|
Other related parties
|
314
|
|
118
|
|
1,616
|
|
324
|
|
135
|
|
1,941
|
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Rent paid to
|
£000
|
|
£000
|
|
£000
|
Entities which key management
personnel have control, significant influence or hold a material
interest in
|
81
|
|
81
|
|
162
|
Key management
personnel
|
-
|
|
3
|
|
3
|
Other related parties
|
50
|
|
50
|
|
100
|
|
131
|
|
134
|
|
265
|
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Interest received from
|
£000
|
|
£000
|
|
£000
|
Bertha Park Limited
(1)
|
63
|
|
63
|
|
125
|
|
63
|
|
63
|
|
125
|
The following amounts were
outstanding at the reporting end date:
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Amounts receivable
|
£000
|
|
£000
|
|
£000
|
Bertha Park Limited
(1)
|
6,804
|
|
10,022
|
|
8,524
|
Entities which key management
personnel have control, significant influence or hold a material
interest in
|
10
|
|
4
|
|
5
|
Key management
personnel
|
18
|
|
40
|
|
-
|
Other related parties
|
15
|
|
4
|
|
-
|
|
6,847
|
|
10,070
|
|
8,529
|
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
Amounts payable
|
£000
|
|
£000
|
|
£000
|
Entities which key management
personnel have control, significant influence or hold a material
interest in
|
18
|
|
32
|
|
62
|
Other related parties
|
643
|
|
43
|
|
678
|
|
661
|
|
75
|
|
740
|
Amounts owed to/from related
parties are included within creditors and debtors respectively at
the period-end. No security has been provided on any
balances.
Transactions between Group
companies, which is a related party, have been eliminated on
consolidation and are not disclosed in this note.
(1) Bertha Park Limited, a
company in which Sandy Adam and Innes Smith are shareholders and
directors.
14. Analysis of net debt
|
Unaudited Period to 30
November 2023
|
|
Unaudited Period to 30
November 2022
|
|
Audited
Year to 31 May
2023
|
|
£000
|
|
£000
|
|
£000
|
Cash in hand and bank
|
10,097
|
|
19,369
|
|
8,909
|
Bank borrowings
|
(103,512)
|
|
(87,208)
|
|
(70,673)
|
Net bank debt
|
(93,415)
|
|
(67,839)
|
|
(61,764)
|
Lease
|
(5,266)
|
|
(5,825)
|
|
(5,900)
|
Net debt
|
(98,681)
|
|
(73,664)
|
|
(67,664)
|
Deferred consideration
|
(25,432)
|
|
(41,977)
|
|
(36,117)
|
|
(124,113)
|
|
(115,641)
|
|
(103,781)
|
Reconciliation of net cashflow to
movement in net debt is as follows:
|
At 1 June
2023
|
New Leases
|
Cashflow
|
Fair Value
|
At 30 November
2023
|
|
£000
|
£000
|
£000
|
£000
|
£000
|
Cash in hand and bank
|
8,909
|
-
|
1,188
|
-
|
10,097
|
Bank borrowings
|
(70,673)
|
-
|
(32,839)
|
-
|
(103,512)
|
Net bank debt
|
(61,764)
|
-
|
(31,651)
|
-
|
(93,415)
|
Lease
|
(5,900)
|
(490)
|
1,185
|
(61)
|
(5,266)
|
Net debt
|
(67,664)
|
(490)
|
(30,466)
|
(61)
|
(98,681)
|
Deferred consideration
|
(36,117)
|
-
|
10,692
|
(7)
|
(25,432)
|
|
(103,781)
|
(490)
|
(19,774)
|
(68)
|
(124,113)
|
The Group has a revolving credit
facility of £87.5m with an expiry date of January 2025. The
facility attracts an interest rate of 2.15% per annum above Bank of
England SONIA (Sterling overnight index average response rate). A
term loan of £18.0m is in place with a repayment date of 30
September 2024. The facility attracts an interest rate of 2.75% per
annum above Bank of England SONIA. An overdraft facility of £12.5m
is in place until 30 September 2024 and attracts an interest rate
of 3.0% per annum above Bank of England base rate.