TIDMRNWH
RNS Number : 8321U
Renew Holdings PLC
28 November 2023
28 November 2023
Renew Holdings plc
("Renew" or the "Group" or the "Company")
Final Results
Record financial performance with consistent year on year
growth
Renew (AIM: RNWH), the leading Engineering Services Group
supporting the maintenance and renewal of critical UK
infrastructure, announces its final results for the year ended 30
September 2023 ("the Period").
Financial Highlights
Year ended 30 September 2023 FY2023 FY2022 Change
Group revenue(1) GBP960.9m GBP849.0m +13.2%
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Adjusted operating profit(1) GBP63.6m GBP58.8m +8.2%
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Operating profit GBP59.0m GBP50.0m +18.0%
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Adjusted operating margin(1) 6.6% 6.9% -31bps
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Profit before tax GBP58.1m GBP49.5m +17.4%
---------- ---------- -------
Adjusted earnings per share(1) 63.5p 59.5p +6.7%
---------- ---------- -------
Full year dividend 18.0p 17.0p +5.8%
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-- Record financial performance demonstrates the differentiated
qualities and resilient nature of the Group, combined with the
strong demand in our end markets
-- Group revenue increased 13% to GBP960.9m (FY2022: GBP849.0m), with organic growth of 10%
-- Group order book remained strong at GBP860m (FY2022: GBP775m)
-- Net cash position (pre-IFRS16) of GBP35.7m (FY2022: GBP20.2m)
-- Full year dividend of 18.00p (2022: 17.00p), an increase of
5.8% and reflecting the Board's confidence in the Group's trading
performance
-- Robust balance sheet and strong operational cash generation
leaves us well positioned to continue to appraise selective
value-accretive M&A opportunities
Operational Highlights
-- Entered into new business areas with a sharpened focus on
collaboration within the Group and the strategic acquisitions of
Enisca and Rail Electrification Limited
-- Largest provider of maintenance and renewals services to Network Rail nationally
-- In Water, we have successfully leveraged our Mechanical,
Electrical, Instrumentation, Control and Automation ("MEICA")
capabilities to win the Welsh Water Major Electrical and Mechanical
Framework
-- In Rail, our subsidiaries have successfully collaborated to
open up framework positions to the Group that were previously
unattainable
-- In Highways, we continue to deliver a growing work bank on
our National Highways Scheme Delivery Frameworks
-- Exceeded prior year safety comparators, ensuring that our
workplace remains a safe and secure space
-- Retained LSE Green Economy Mark as more than 50% of revenues
are contributing to environmental objectives
Current Trading & Outlook
-- Uniquely positioned to seize both organic and acquisitive
growth opportunities with attractive structural growth drivers
-- Well placed to benefit from the Government prioritising
investment in maintenance and renewals of existing infrastructure
instead of large-scale enhancement projects
-- Exciting growth prospects in Water ahead of significantly
increased sector expenditure over the next decade and beyond
-- Post period end, we announced the acquisition of T.I.S.
Cumbria Ltd, a leading nuclear manufacturing and fabrication
specialist which will strengthen our position in the growing
nuclear decommissioning and new build markets
-- Trading momentum has continued into the new financial year,
and we are encouraged by the significant opportunities across the
Group
Paul Scott, CEO of Renew, commented:
"I am very pleased to report that we have once again delivered
record results despite the turbulent macroeconomic landscape.
Continued growth in revenue, profit and our solid operating cash
generation is testament to the strength of our business model and
the Group's well-established positions in attractive and
sustainable growth markets. On behalf of the Board, I would like to
sincerely thank all of our dedicated colleagues whose hard work and
commitment has enabled the Group to deliver yet another record
performance.
"Our core strengths leave us well placed to build on our strong
track record of long-term value creation as we look ahead with
impressive trading momentum and a strong forward order book. We
remain excited about the significant growth opportunities across
the Group, underpinned by the increasing national demand for the
maintenance and renewal of existing UK infrastructure, which will
continue to be a domestic priority regardless of the outcome of the
next election."
For further information, please contact:
Renew Holdings plc www.renewholdings.com
Paul Scott, Chief Executive Officer via FTI Consulting
Sean Wyndham-Quin, Chief Financial Officer 020 3727 1000
Deutsche Numis (Nominated Adviser and
Joint Broker) 020 7260 1000
Stuart Skinner / Kevin Cruickshank
Peel Hunt LLP (Joint Broker) 020 7418 8900
Mike Burke / Ed Allsopp
FTI Consulting (Financial PR) 020 3727 1000
Alex Beagley / Tom Hufton / Rafaella de Renew@fticonsulting.com
Freitas / Amy Goldup
About Renew Holdings plc
Renew is a leading UK Engineering Services business, performing
a critical role in keeping the nation's infrastructure functioning
efficiently and safely. The Group operates through independently
branded subsidiaries across its chosen markets, delivering
non-discretionary maintenance and renewal tasks through its highly
skilled, directly employed workforce.
Renew's activities are focused into two business streams:
Engineering Services, which accounts for over 98 per cent of the
Group's adjusted operating profit, focuses on the key markets of
Rail, Infrastructure, Energy (including Nuclear) and Environmental
which are largely governed by regulation and benefit from
non-discretionary spend with long-term visibility of committed
funding.
Specialist Building focuses on the High Quality Residential,
Landmark and Science markets in London and the Home Counties.
For more information please visit the Renew Holdings plc
website: www.renewholdings.com
Chairman's statement
Introduction
I am pleased to announce that the Group achieved a record
financial performance, with continued growth in revenue, profit and
strong operating cash generation. In what has been a challenging
year for the economy, these excellent results are a testament to
the Group's core strengths and well-established positions in
attractive and sustainable growth markets.
Differentiated business model
Our differentiated business model and the services we provide
continue to support key infrastructure assets in regulated markets.
Our markets enjoy committed funding which provides visible,
reliable and resilient revenues via long-term programmes.
We deliver non-discretionary maintenance and renewals tasks.
Operating in complex, challenging and highly regulated
environments, our markets have high barriers to entry, and we
directly employ a highly skilled workforce which enables us to be
extremely responsive to our clients' needs.
Results
Group revenue(1) increased to GBP960.9m (2022: GBP849.0m) with
adjusted(1) operating profit increasing to GBP63.6m (2022:
GBP58.8m) and an adjusted(1) operating margin of 6.6% (2022: 6.9%).
Statutory operating profit was GBP59.0m (2022: GBP50.0m). The
adjusted(1) EPS has increased by 6.7% to 63.5p (2022: 59.5p) and
basic earnings per share was 54.9p (2022: 47.8p). The Group had a
pre IFRS16 net cash(1) position of GBP35.7m (2022: GBP20.2m), in
line with our expectations.
During the period we were delighted to announce the acquisition
of Enisca Group Limited. This acquisition added new capabilities to
Renew's water business and forms a key part of the Group's strategy
to maximise the opportunities presented by AMP8. The acquisition
was funded out of the Group's cash and existing debt
facilities.
Post period end, we were pleased to announce the acquisition of
T.I.S. Cumbria Ltd ("TIS"), a leading nuclear manufacturing and
fabrication specialist. TIS was acquired by our existing nuclear
subsidiary business Shepley Engineers and will benefit from
synergies with our existing businesses and strengthen our position
in the growing nuclear decommissioning and new build markets. We
are delighted to welcome the management and staff of TIS to the
Renew family.
Dividend
The Group's strong trading performance, cash position and
positive outlook give the Board the confidence to propose a final
dividend of 12.00p (2022: 11.33p) per share. This will be paid on 8
March 2024 to shareholders on the register as at 9 February 2024,
with an ex-dividend date of 8 February 2024. This will represent a
full year dividend of 18.00p (2022: 17.00p) per share, an increase
of 5.8%.
Environmental, Social and Governance
Environmental
We are committed to achieving net zero by no later than 2040,
ahead of the 2050 target date set by the Government. During 2023,
we continued with our Climate and Nature Steering Group that
comprises representatives from all the Group's subsidiary
businesses and which focused on developing the Group's climate
opportunities and climate related financial disclosure reporting.
As part of this process, we continued to consider how we can best
support our clients in achieving their own sustainability
objectives.
We are pleased to retain our London Stock Exchange's Green
Economy Mark, which recognises those companies that derive over 50
per cent of revenue from products and services that are
contributing to environmental objectives. Renew plays an important
role in helping to achieve Government aims for greater sustainable
infrastructure.
A number of our businesses are in the process of submitting
their science-based targets to the
Science Based Targets initiative. The lessons learned from this
process will drive improvements in the collection of emissions data
from across the Group.
Social
We understand the value that businesses can provide to the wider
community and we continue to strengthen our relationships with
local schools and education providers as well as continuing to
engage with our local communities. During the year employees from
across our businesses shared their knowledge and expertise to
support young people with employment and education
opportunities.
The training and development of our colleagues remains essential
to the Group's long-term success and we now have around 330
trainees, apprentices and graduates across the business. We are
also committed to our management development programme, Renew
Inspiring Successful Executives ("RISE") which allows us to develop
leadership talent within the business and is a key element of the
Group's succession planning strategy. This programme has also
improved the levels of collaboration we are leveraging to drive
success across our brands.
As part of our commitment to ensuring Renew remains an
attractive and diverse employer, we have supported the Group and
subsidiary businesses' diversity forums which are aimed at
improving our performance in this important area and we continue to
increase the number of female participants in our graduate training
schemes.
Governance
As a Board, we are responsible for ensuring the effective
application of high levels of governance within our business,
balancing the interests of all our stakeholders. As a minimum, the
Group complies with the QCA Corporate Governance Code, more details
of which can be found in the corporate governance section of the
Group's website. Risk management is led by the Board, which reviews
the Group's risk profile on an ongoing basis alongside the Audit
and Risk Committee.
Board changes
On 1 November 2022, we were delighted to announce the
appointment of Liz Barber as a Non-executive Director. Liz has a
wealth of experience gained over 12 years in the regulated water
sector, an established growth market for Renew. Combined with her
financial background, Liz complements the Board's current skillset
which will be invaluable as we continue on our growth journey.
People and safety
As a Board we recognise the critical role our employees play in
the success of the Group and we sincerely thank all our colleagues
for their ongoing dedication and hard work. We remain focused on
the mental and physical wellbeing of all our colleagues and
continue to provide support through a number of schemes, including
our Employee Assistance Programme, on a range of topics.
We are committed to providing a safe working environment to
ensure that none of our colleagues, or those who work with us, are
injured during the conduct of our operations. The Group's health
and safety performance is discussed as a priority at each Board
meeting and during the year we continued to focus on the
behavioural science aspects of safety to further improve our safety
record.
Future focus
The delivery of our long-term strategy is built on effective
relationships with our directly employed workforce, customers,
suppliers, shareholders and wider stakeholders, and these are
critical to the ongoing success of the business. We will continue
to deliver our strategic priorities whilst focusing on our
environmental, social and governance responsibilities and on our
approach to diversity and inclusion as we move through 2024 and
beyond.
The Group's differentiated business model and the long-term
investment programmes across our UK infrastructure markets give the
Board continued confidence in delivering further growth, both
organic and through strategic earnings-enhancing acquisitions.
David Brown
Chairman
27 November 2023
Chief Executive Officer's Review
Renew continues to outperform - demonstrating our resilient and
differentiated model
In the face of an ever-changing macroeconomic backdrop, our
business has once again demonstrated its unique characteristics by
successfully navigating these challenges and delivering outstanding
trading performance for the year. I am very pleased to be reporting
another set of record results for Renew, demonstrating the
resilience and differentiated nature of our high-quality, low-risk
business model, combined with the strong demand we have seen in our
end markets. As we look forward to commencing new control periods
within the Rail and Water sectors we fully expect this growth to
strengthen further.
Our track record of consistent year on year growth across all of
our key financial metrics clearly illustrates the critical nature
of our work and the committed, long-term, highly visible spending
cycles that underpin our end markets. Whilst our business is not
immune from the difficulties facing the wider economy, our focus on
the maintenance and renewal of existing UK infrastructure means we
are not dependent on large, capital-intensive contract awards,
providing Renew with a significantly lower risk profile than others
operating in our sectors. Supported by the commercial terms within
our frameworks and the typically short execution periods of the
tasks we undertake, the Group has been able to successfully
alleviate UK-wide inflation challenges throughout the period,
delivering strong margins as well as operating profit and revenue
ahead of record prior year comparatives.
Further, with pressure on public expenditure as a result of the
difficult macroeconomic environment, we are seeing increased
funding being directed towards the maintenance and renewal of
existing assets and away from major infrastructure enhancement
projects which bodes well for our business. The Government
continues to confirm infrastructure investment is a national
priority and this, along with a target of net zero by 2050, will
continue to be a priority regardless of a potential change in
government in 2024.
We note the recent announcements regarding the reduction in the
HS2 programme. It is anticipated that this funding will be
reinvested into smaller, regional transportation improvement
schemes which we believe will present a range of opportunities in
our chosen markets.
There were many achievements across the Group during the year,
but I would like to highlight some key examples of how we are
delivering profitable organic growth. Some of our more recent
strategic acquisitions and our sharpened focus on collaboration
within the Group has seen us organically expand into areas where we
had not previously operated. Most notably, the acquisitions of
Enisca and Rail Electrification Limited ("REL") have added to our
capabilities and the unlocking of greater opportunities in more
frameworks. In Water, we have successfully leveraged our
Mechanical, Electrical, Instrumentation, Control and Automation
("MEICA") capabilities to win the Welsh Water Major Electrical and
Mechanical Framework, whilst in Rail, our subsidiaries have
successfully collaborated to open up framework positions to the
Group that were previously unattainable. In Highways, we continue
to deliver a growing work bank on our National Highways Scheme
Delivery Frameworks ("SDF") where there continues to be an emphasis
on asset maintenance and renewals. It has been extremely rewarding
from a management perspective to see the strategic rationale behind
our acquisitions start to come to fruition and there is still more
to come. The enhanced focus on collaboration between our brands has
contributed to a strong rate of organic growth during the period
and it will continue to be a focus going forward.
Acquisitions form a key feature of our strategic ambition to
deliver compounding shareholder returns as we have historically
demonstrated. We finished the year with a robust balance sheet and
this, together with our strong operational cash generation, leaves
us well positioned to continue to appraise selective
value-accretive M&A opportunities. We are currently seeing a
healthy pipeline of opportunities including complementary bolt-on
acquisitions as well as larger, more complex opportunities that
will grow our geographical reach and service capability in a
similar way to that achieved by our recent strategic acquisitions.
As we expand through M&A, we will continue to leverage
collaboration opportunities between our brands, providing a unique
advantage when applying for a broader range of frameworks.
Post-period end we were delighted to announce the acquisition of
T.I.S. Cumbria Limited, a leading nuclear manufacturing and
fabrication specialist. This acquisition represents an excellent
strategic fit, adding new capabilities to Renew's nuclear services
and immediately doubling our specialist manufacturing capacity. We
are delighted to welcome all the T.I.S. employees to the Renew
Group.
Safety is our highest priority at Renew and I would like to take
this opportunity to commend our dedicated teams for their
unwavering commitment to safety throughout the past year. Our
strong safety record stands as a testament to the collective
efforts of every individual within our organisation. Their
vigilance, adherence to protocols, and proactive approach has
fostered an environment where each employee can thrive without
compromising their well-being. I take immense pride in the fact
that we have not only met but exceeded our prior year comparators,
ensuring that our workplace remains a safe, secure and nurturing
space for all.
In summary, FY23 has been another terrific year for Renew and we
enter FY24 with confidence as we continue to see robust demand
across our end markets. By focusing on collaboration and leveraging
the unique services of each of our brands, we are growing the list
of capabilities within our business as we move through changing
control periods in our key markets. The success of Renew is due to
the outstanding work of our directly employed colleagues who
continue to go above and beyond for our clients and I would like to
thank, on behalf of the Board, all our dedicated workforce for
their outstanding work and continued commitment to providing our
clients with our mission-critical, highly responsive services at
all times.
Renew's strengths
Renew has a number of core strengths which provide distinct
competitive advantages in our chosen markets and leave us well
placed to build on our strong track record of long-term value
creation:
-- The health, safety and wellbeing of our colleagues,
and those impacted by our work, remains our number one
priority and we have implemented industry leading safe
working practices for the Group's employees and operations.
-- We operate a differentiated, diversified, low-risk,
low-capital operating model, providing critical asset
maintenance and renewals services that are not dependent
on large, high-risk, capital-intensive contract awards.
-- Our directly employed workforce enables us to provide
a more efficient and valuable service to our clients,
reducing our exposure to sub-contractor pricing volatility
and being able to deliver extremely responsive solutions.
-- The commercial terms and short project durations within
our frameworks mean we can proactively and effectively
manage cost inflation enabling us to maintain strong
margins.
-- Our businesses are well established in complex, challenging
and highly regulated markets with significant barriers
to entry, which demand a highly skilled and experienced
workforce and a proven track record of safe delivery.
-- We have consistently demonstrated performance resilience
despite significant global and macroeconomic events,
including inflation, that have had a negative impact
on the wider economy.
-- We have a proven track record of sustainable value creation,
reliable revenue growth and strong returns on capital
thanks to our highly cash generative earnings model
and clearly defined strategy.
-- We are committed to growing the business both organically
and through selective complementary acquisitions while
maintaining a disciplined approach to capital allocation
and risk underpinned by a strong balance sheet.
-- We have strong relationships in place with all our stakeholders,
from our workforce to our customers, suppliers, communities
and shareholders.
-- Our model of compounding earnings through the redeployment
of internally generated cashflows enables us to execute
on our strategy of delivering reliable and consistent
growth for all our stakeholders.
-- Our complementary services enable us to leverage the
strengths of collaboration across our brands.
Compelling market drivers
Our businesses bring exposure to attractive long-term,
non-discretionary structural growth drivers. Increasing demand for
the maintenance and renewal of existing UK infrastructure is driven
by a number of factors including:
-- a commitment by the Government to level up the economy
by investing GBP600bn 2 in an infrastructure-led recovery,
two-thirds of which will be in the transport and energy
sectors, with fiscal stimulus measures likely to flow
through to lower cost infrastructure maintenance programmes
ahead of larger, more capital-intensive enhancement
schemes;
-- greater focus on sustainability, climate change and
infrastructure resilience as part of the UK's target
of reaching net-zero carbon emissions by 2050, together
with flood risk prevention measures and investment in
nuclear projects, renewables and rail electrification
programmes;
-- population growth increasing the pressure on housing,
transport, energy, water and demand for natural resources;
-- technological innovation, including artificial intelligence,
driving a shift towards digital roads, smart infrastructure
and the transformation of transport and telecommunications
networks; and
-- increased Government regulation to improve safety, efficiency
and resilience of key infrastructure assets leading
to more demanding maintenance, renewal and upgrading
requirements.
Our track record of resilient growth and long-term value
creation
Renew has a strong track record of sustainable value creation
through the economic cycle thanks to the Group's high-quality,
value-accretive compounding earnings model. Over the past five
years, we have delivered:
-- adjusted(1) earnings per share growth of 79 per cent;
-- an increase in dividends of 80 per cent from 10.0p to
18.0p per share
-- an increase in our adjusted(1) operating margin from
5.7 per cent to 6.6 per cent;
-- Group organic revenue growth of 36 per cent and total
revenue growth of 77 per cent; and
-- five strategic acquisitions supported largely by our
strong free cash flow, deploying GBP173m.
Our track record of reliable revenue growth, cash generation and
conservative approach to gearing has resulted in our ability to
deliver highly predictable, consistent organic earnings growth as
well as funding for the acquisition of complementary businesses
that meet our strategic requirements.
Results overview
During the period, Group revenue increased to GBP960.9m (FY2022:
GBP849.0m), with organic growth of 10% and the Group achieved an
adjusted (1) operating profit of GBP63.6m (FY2022: GBP58.8m).
Statutory operating profit was GBP59.0m (2022: GBP50.0m). Adjusted
(1) operating profit margin was 6.6%. As at 30 September 2023, the
Group had pre-IFRS16 net cash of GBP35.7m (30 September 2022: net
cash GBP20.2m). The Group's order book at 30 September 2023
remained strong at GBP860m (FY2022: GBP775m) underpinned by
long-term framework positions.
Dividend
The Group's robust trading performance, cash position and strong
forward order book have given the Board the confidence to declare a
final dividend of 12.00p (FY2022: 11.33p) per share. This
represents a full year dividend of 18.00p which is a 5.8 per cent
increase over the prior year. This will be paid on 8 March 2024 to
shareholders on the register as at 9 February 2024, with an
ex-dividend date of 8 February 2024.
Engineering Services
Our Engineering Services activities account for over 98 per cent
of the Group's adjusted (1) operating profit and delivered revenue
of GBP887.5m (FY2022: GBP778.9m) with an adjusted (1) operating
profit of GBP64.3m (FY2022: GBP59.1m) resulting in an adjusted(1)
operating margin of 7.2% (FY2022: 7.6%). At 30 September 2023, the
Engineering Services order book was GBP777m (30 September 2022:
GBP717m). The Group's resilient performance was driven by continued
positive momentum across our markets. We continue to resecure
positions for CP7 in Rail, we have expanded our range of
capabilities in the Water sector and we continue to see strong
demand in our Telecoms activities.
Rail
Network Rail, a significant strategic customer for the Group, is
investing GBP53bn(3) over the current control period ("CP6"), which
runs to March 2024. With CP6 drawing to a close and CP7 scheduled
to start on 1 April 2024, the Group has been focusing efforts on
securing framework extensions and expanding framework positions for
CP7. In May 2023, Network Rail set out its Strategic Business Plan
("SBP") for CP7 which laid out a commitment of GBP44bn4 in the
operations, maintenance and renewal of the railway in England and
Wales. Whilst this spending commitment may appear to be a reduction
from the previous control period, it's important to note that CP7
doesn't allocate a separate enhancement budget so the maintenance
and renewals programme which directly supports our business is
actually 2.5% higher than the projected CP6 expenditure.5 The ORR
has since proposed that Network Rail increase the amount it spends
on renewal and maintenance of its core assets on the rail network
by a further GBP600m over the control period. As the largest
provider of multidisciplinary maintenance and renewals engineering
services to Network Rail, we support the day-to-day operation of
the rail network nationally, directly delivering essential asset
maintenance through our long-term frameworks. The Group assists the
network through mission-critical renewals and maintenance services
supporting assets including bridges, embankments, fencing,
devegetation, tunnels, drainage systems, signalling,
electrification and plant.
During the period, we were the largest provider of maintenance
and renewals services to Network Rail nationally and achieved early
success in securing CP7 frameworks with Wales & Western on
their Wales Structures and Wales & Western Electrification
& Plant frameworks and in North West and Central on the
Reactive Maintenance Framework. It was particularly pleasing to win
the Wales & Western Electrification & Plant frameworks as
this work will be delivered through a unique collaboration between
AmcoGiffen, REL and QTS ("ARQ") and again illustrates the expanding
number of frameworks we are able to target through leveraging the
capabilities within the businesses we have recently acquired
complementing the existing Group. Elsewhere we expanded our
credentials in emergency project delivery with Network Rail through
our excellent work across the country. Throughout the year the
Group assisted on projects which included major flooding incidents
and landslides, whilst the Group's rock armour resilience work in
Wales received excellent media coverage and accolades from Network
Rail. Our early success in securing CP7 framework positions gives
us confidence that we will be able to unlock further opportunities
across other regions during the upcoming CP7 framework awards.
In our half year results, I wrote that we were mindful of
speculation regarding public expenditure budgets for CP7 being
constrained but we were continuing to see record demand for our
services internally. Following the publication of Network Rail's
SBP, it's clear there is an emphasis on driving as much value out
of investment as possible with a focus on "what customers and wider
society value most".6 This has resulted in an expanded budget in
the area of renewals and maintenance which is good news for our
Rail businesses.
The compelling maintenance-focused structural growth drivers
within this sector and Renew's high-quality engineering expertise
leaves the Group ideally positioned to deliver long-term,
profitable growth in Rail. We continue to be confident of retaining
our existing frameworks which are coming up for renewal and
expanding upon those positions in CP7. We have previously
highlighted in our results statements the opportunities we see in
electrification of the rail network so it is pleasing to see that
it has been included as one of five CP7 objectives in Network
Rail's SBP. Our three rail brands have formed a collaborative and
unique position for Overhead Line Electrification delivery, and
this will become an increasing strategic focus for the Group.
Infrastructure
Highways
The Group continued to make good operational and strategic
progress within Highways during the period, continuing work on the
National Highways Scheme Delivery Framework ("SDF") across five
framework lots, covering civil engineering, road restraint systems
and drainage disciplines, worth GBP147m over six years. This work,
delivered through a joint venture between two of our brands,
successfully completed its first projects during the year, drawing
client praise for delivery and performance. This joint venture is
only the second successful joint venture on the SDF and makes the
Group the second largest supplier of road restraint systems in the
country.
Elsewhere, we were successful in securing a position on the new
Manchester City Council Highways Framework for two years with an
option to extend for a further two. We are delighted to have made
progress in developing a work bank in Scotland which is a new
region for our Highways business. The success the Group has enjoyed
in delivering essential asset maintenance and critical
infrastructure renewals across the country's strategic road network
leaves it ideally positioned to take advantage of the increasing
focus on maintenance and renewals over significant enhancement
projects. Our innovative StoneMaster technology continued to be
successfully deployed across the national highways network.
The UK Government's second Road Investment Strategy ("RIS2")
committed an unprecedented level of spending on England's strategic
road network between 2020 and 2025. Of the GBP27.4bn committed over
a five-year period, GBP11.9bn of this funding is ringfenced for
operations, maintenance and renewals which gives Renew a unique
advantage from which it has continued to benefit. We noted in our
half year results that early market consultation for RIS3, which is
scheduled to begin in 2025, suggested that there would be a sharper
focus on critical maintenance and renewals as opposed to
significant road enhancement projects and this appears to be
correct. In May 2023, National Highways published an initial
consultation on RIS3 outlining its proposed priorities highlighting
that renewal of existing assets "is likely to be a growing element
of the roads programme"7 and recognises that users want "existing
roads in good condition before building new ones".8 Further, the
House of Commons Committee report stated "the existing Strategic
Road Network is ageing and requires significant renewal work in
places. The portfolios for RIS3, RIS4 and beyond should prioritise
investment in the maintenance, renewal and resilience of existing
assets over brand new projects."9
With a sharp focus on public expenditure in the current
macroeconomic environment it is clear the Government is
prioritising critical maintenance and renewals programmes over
significant enhancement projects. This emphasis clearly plays to
the strengths of our business and we remain uniquely positioned to
seize attractive growth and market share opportunities within
Highways through the distinctive capabilities within our Group.
Aviation
The Group continues to see growing momentum in Aviation
following its appointment to the 5-year Manchester Airports Group
("MAG") GBP700m Civils Framework to deliver medium-sized
civil-engineering projects valued between GBP3m - GBP10m. The most
pleasing part of our Aviation business is that we were able to move
into this sector organically which has been historically difficult
to do. Our early work at Manchester Airport has led to the Group
securing further frameworks with the successful procurement of
Airfield Works Phase 1 for the MAG worth up to GBP8m but more
importantly providing our team with development and growth
opportunities within the sector. We have seen demand for travel
dramatically increase since 2022 after several years of decreased
demand due to Covid-19 resulting in underinvestment in critical
assets in the sector. Aviation is becoming an area of increased
focus within the Group and we look forward to continuing to seize
opportunities as we grow our credentials in the sector.
Wireless Telecoms
The nation's connectivity is becoming ever more critical in the
digital age, and as a result the wireless telecoms sector contains
many attractive growth drivers. An estimated GBP30bn1(0) is
required to upgrade the nation's broadband networks to
gigabit-capable speeds, which includes the UK Government's GBP5bn
investment in the roll-out of 5G, the expansion of the Shared Rural
Network and the Government's GBP500m programme to extend 4G mobile
coverage to 95% of the UK.
This year was another record year for our Telecoms business as
we continued to design, build and commission infrastructure for all
the nation's major network providers including Vodafone, EE, BT,
VM02 and Three. We are particularly pleased that our recent work
for Vodafone, delivering across multiple programmes, has
established our subsidiary business as a key supplier to them
moving forwards.
We are one of a very limited number of partners responsible for
delivering the major new build sites for the Shared Rural Network,
a complex programme delivering phone and data coverage in very
remote locations driving transformational change for rural
communities. We continue to explore new opportunities in 5G private
networks after our recent completion of a 5G network for the UK
Satellite Application Catapult. Our business continues to evolve to
meet the needs of our niche target markets where we see
considerable opportunities going forward.
Continuing to establish ourselves as a trusted partner to the
nation's network providers will leave the Group well placed to
seize further growth opportunities in the future.
Energy
Nuclear
Having worked for over 75 years in civil nuclear, we provide a
multidisciplinary service through our large complement of highly
skilled employees who operate to demanding nuclear standards,
including decontamination and decommissioning services, operational
support and asset care, as well as waste retrieval in high-hazard
areas such as legacy storage ponds and silos.
The Government's total nuclear decommissioning provision is
estimated at GBP124bn(11) over the next 120 years, with around 75%
of the total spend allocated to Sellafield which is the largest of
the Nuclear Decommissioning Authority's sites and where we remain a
principal Mechanical, Electrical and Instrumentation services
contractor.
In the period, we successfully signed four long-term frameworks
as part of Sellafield's Project Partnership Programme ("PPP"),
which was mobilised in 2019 with GBP7bn of capital projects planned
for the next 20 years1(2) . We will be delivering the frameworks
alongside the PPP's Key Delivery Partners for Heating Ventilation
Air Conditioning ("HVAC"), Electrical and Mechanical Fabrication
and Installation Services.
We continue to operate across a number of other long-term
frameworks at Sellafield, where works include the manufacture of
the first of the Hybrid 2 fuel racks. These enable Sellafield to
safely store all the spent fuel it receives from operating reactors
in its existing storage pond without the need for new facilities.
This further supports the UK decommissioning programme and delivers
significant time and cost savings. Elsewhere at Sellafield, we
continue to make good progress on the Magnox Swarf Storage Silo
programme, one of the UK's most critical decommissioning projects
and our work to decontaminate the first part of the recently closed
Thermal Oxide Reprocessing Plant ("THORP") is progressing at
pace.
Expanding our nuclear capabilities, the Group has been awarded a
place to support a new six-year framework for Nuclear Restoration
Services (formerly Magnox), for mechanical decommissioning and
decontamination services. The programme of work covers 11 sites and
will contribute to the clean-up of the UK's nuclear waste whilst
reducing the environmental impact of the sites and helping to
deliver the Nuclear Decommissioning Authority's strategic
goals.
Post-period end we completed the acquisition of T.I.S. Cumbria
Limited, strengthening our position in nuclear decommissioning and
new build markets. In line with the Group's strategy, the
acquisition enhances Renew's nuclear services offering by
immediately doubling our specialist manufacturing capacity.
While the work we do in this sector is predominantly focused on
decommissioning and waste retrieval in high-hazard areas such as
legacy storage ponds and silos, the budget from the UK Government,
announced earlier this year, suggests that new nuclear will offer
further growth opportunities in the future. The UK Government has
committed to achieving net zero emissions by 2050, and
decarbonisation of our energy supply is a key step to achieving
carbon neutrality. The Government is delivering a radical shift in
the UK energy system towards cleaner, more affordable energy
sources of which new nuclear is an essential component. This is
underpinned by the creation of Great British Nuclear1(3) and the
Government's target to commence construction of up to three new
nuclear plants in the next 10 years. This provides long-term and
sustainable demand for our specialist manufacturing capabilities in
high grade nuclear components which we are investing in and seeing
record demand for.
Electric Vehicle Charging
The transition to Electric Vehicles ("EV") plays a key role in
supporting the UK's ambition of achieving net zero emissions by
2050 and zero vehicle emissions by 2035. A collaboration between
two of our subsidiaries has delivered EV charging solutions to
Network Rail and Volvo Trucks and we continue to grow our services
in this area, having recently been awarded significant UK wide
roll-out projects for two major charge point operators.
Environmental
Water
The Group continues to expand its capabilities in Water and to
grow its network in the sector. The UK's water companies', through
their latest AMP8 business plans, are proposing to almost double
their spending over the next five year control period compared with
that determined in AMP7. With a strengthened position in the
market, we are well positioned to benefit from this increased water
investment. As we prepare for the AMP8 cycle beginning in April
2025, we have taken significant steps to secure our long-term
future with framework proposals for each of our key clients. We
have already received Early Contractor Involvement ("ECI") awards
from Thames Water for three packages of mains renewals works worth
up to GBP200m, which are planned to start in 2024 and run well into
AMP8.
Building on momentum following the acquisition of Enisca in
November 2022 and Browne in 2021, we are making significant strides
in broadening our capabilities and growing our customer network. In
addition, we have secured a new client in South West Water, which
will drive significant organic growth and is testament to the
strength of our strategic and value-add acquisitions and growing
reputation in this sector.
In the period, we have progressed works for Severn Trent Water
and secured places on both Dw r Cymru Welsh Water's Major
Electrical & Mechanical Frameworks and Major Civils Framework,
as well as a further 5-year extension to our Thames Water Area-Wide
Capital Delivery Framework.
With our work for Southern Water, priority compliance and work
completions are at their highest levels for the last 9 years. We
are also setting a new standard for how work is managed and
delivered for Thames Water; from getting onto site within 9 weeks
of receiving an order on design and build for multi-million-pound
packages of works, to handover within 9 days of construction
completion.
We are supporting Yorkshire Water with the delivery of their
storm tank capacity schemes which are needed to satisfy new
increased capacity obligations for storm storage on their
wastewater treatment works. As part of the Water Industry National
Environment Programme, these new consent capacities are spread
across 3 years of delivery up to March 2025.
Further developing the synergies between our brands, the Enisca
Browne joint project has delivered its first works in the Essex and
Suffolk region for Northumbrian Water as the Low Complexity MEICA
Framework commenced, and has seen growth in the value of work
delivered for key client South East Water.
Flood and Coastal
Changing weather conditions continue to highlight the need for
investment in flood defences and we see an increasing focus on
climate and weather resilience. The UK Government has committed
GBP5.2bn1(4) from 2021-2027 to improve flood defence
infrastructure. Of this, GBP1.6bn1(5) is directed towards coastal
erosion and sea flooding projects where the Group currently
undertakes work for the Environment Agency ("EA") on the EA Flood
and Coastal Erosion Framework.
In the period, we secured and delivered our first projects under
the Canal & River Trust Minor Civils Framework and have been
awarded the Leeds City Council Watercourse Maintenance Framework, a
single source direct award maintenance framework supporting our
growth in the Environmental sector.
Land Remediation and Specialist Restoration
In Land Remediation, we continue to see demand for our
specialist environmental services during the period. We continue to
further leverage the synergies of Renew's businesses, including the
unlocking of long-term opportunities at the Palace of
Westminster.
Specialist Building
Our Specialist Building business focuses on the High Quality
Residential, Landmark and Science markets in London and the Home
Counties.
The ultra-high quality residential sector remains resilient with
a number of new projects awarded in the year. Work continues to
progress at Lambeth Palace and the Natural History Museum in our
Landmark sector.
In Science we have been awarded a new framework for the Medical
Research Council at Harwell following the successful delivery of a
new laboratory complex at Hammersmith. In addition, we have
received a number of new awards through our existing Defra
frameworks.
ESG
The Group continues to progress its ESG strategy and, in the
period, has focused on developing reporting disclosures in line
with Climate Related Financial Disclosure regulations, which are
included as part of the 2023 Annual Report & Accounts.
With quantitative targets in place, we continue to focus our
energy on and are making significant progress against our four key
areas:
-- climate action;
-- operating responsibly;
-- empowering our people; and
-- building sustainable social value.
During the period we were pleased to retain our LSE Green
Economy Mark, which recognises London-listed companies and funds
that derive more than 50% of their revenues from products and
services that are contributing the environmental objectives such as
climate change mitigation and adaptation, waste and pollution
reduction, and the circular economy.
It is well recognised that investment into low-carbon
infrastructure will be fundamental in delivering the Government's
ambition to reach net zero by 2050. From the rail network and
digitally assisted roads to high-speed telecoms and clean energy,
Renew has a key enabling role to play on the frontline of efforts
to decarbonise the economy. Alongside our role in progressing the
net zero transition, the Group has committed to reaching net zero
emissions by 2040.
Health and Safety
The health, safety and wellbeing of our colleagues, and those
impacted by our work, is our highest priority and at the heart of
everything we do, and we take seriously our responsibility to
provide a safe workplace for our employees.
We are proud to have in place industry-leading safe working
practices for the Group's employees and operations and are pleased
to be able to report an improved safety performance over the
previous comparative period.
Outlook - outstanding FY23 gives further confidence in the year
ahead
The outstanding trading result achieved in FY23 is testament to
the strength of our business model and the people we employ. To
once again report record results despite the continually shifting
macroeconomic landscape illustrates quite clearly the
differentiated qualities and resilient nature of Renew.
With a heightened focus on public expenditure as a result of the
weak economic landscape, it is clear that the Government is
prioritising investment in maintenance and renewals of existing
infrastructure instead of large-scale enhancement projects. This
plays to the Group's strengths and we have seen evidence of this in
Network Rail's Strategic Business Plan1(6) and the Transport
Committee's Strategic Road Investment report1(7) . We also remain
excited about the growth prospects in Water, a market that is
likely to benefit from significantly increased expenditure over the
next decade and beyond.
To this end, the structural growth drivers in our end markets
have never been more attractive and we remain uniquely positioned
to seize both organic and acquisitive growth opportunities. Our
trading momentum has continued into the new financial year, and we
are excited by the significant opportunities across the Group.
Paul Scott
Chief Executive Officer
27 November 2023
1 Renew uses a range of statutory performance measures and
alternative performance measures when reviewing the performance
of the Group against its strategy. Definitions of the alternative
performance measures, and a reconciliation to statutory
performance measures, are included in Note 9.
2 HM Treasury, Autumn budget and spending review 2022 - November
2022
3 Network Rail Delivery Plan, Control Period 6, High Level
Summary - 26 March 2020
4 Network Rail Strategic Business Plan, Control Period 7
- 19 May 2023 Available at:
https://www.networkrail.co.uk/wp-content/uploads/2023/05/England-and-Wales-CP7-Strategic-Business-Plan.pdf
5 Network Rail Strategic Business Plan, Control Period 7
- 19 May 2023, Page 6 Available at:
https://www.networkrail.co.uk/wp-content/uploads/2023/05/England-and-Wales-CP7-Strategic-Business-Plan.pdf
6 Network Rail Strategic Business Plan, Control Period 7
- 19 May 2023, Page 7 Available at:
https://www.networkrail.co.uk/wp-content/uploads/2023/05/England-and-Wales-CP7-Strategic-Business-Plan.pdf
7 Transport Committee, Strategic Road Investment (HC), 2022-23,
HC 904, 27 July 2023 (paragraph 34) Available at:
https://committees.parliament.uk/publications/41071/documents/199999/default/
8 Transport Committee, Strategic Road Investment (HC), 2022-23,
HC 904, 27 July 2023 (paragraph 34) Available at:
https://committees.parliament.uk/publications/41071/documents/199999/default/
9 Transport Committee, Strategic Road Investment (HC), 2022-23,
HC 904, 27 July 2023 (paragraph 35) Available at:
https://committees.parliament.uk/publications/41071/documents/199999/default/
10 UK Government Department for Digital, Culture, Media &
Sport, Future Telecoms Infrastructure Review - 23 July
2018
11 UK Government Nuclear Decommissioning Authority, Nuclear
Provision: the cost of cleaning up Britain's historic nuclear
sites - 4 July 2019
12 The appeal of a 20-year pipeline, (2023). Construction
News. Available at:
https://www.constructionnews.co.uk/partnership-publishing/the-appeal-of-a-20-year-pipeline-02-10-2023/
13 Press statement by The RT Hon Grant Shapps MP, Shapps sets
out plans drive multi-billion pound investment in energy
revolution, (2023). Available at:
https://www.gov.uk/government/news/shapps-sets-out-plans-to-drive-multi-billion-pound-investment-in-energy-revol
ution
14 Lovell, A. 2023. EA Chair says collaboration needed to
protect local economies and nature on the coast. Annual
Coastal Futures Conference, 26 January, London.
15 Lovell, A. 2023. EA Chair says collaboration needed to
protect local economies and nature on the coast. Annual
Coastal Futures Conference, 26 January, London.
16 Network Rail Strategic Business Plan, Control Period 7
- 19 May 2023 Available at:
https://www.networkrail.co.uk/wp-content/uploads/2023/05/England-and-Wales-CP7-Strategic-Business-Plan.pdf
17 Transport Committee, Strategic Road Investment (HC), 2022-23,
HC 904, 27 July 2023 Available at: https://committees.parliament.uk/publications/41071/documents/199999/default/
Group income statement
for the year ended 30 September
Before Exceptional Before Exceptional
exceptional items and exceptional items and
items and amortisation items and amortisation
amortisation of intangible amortisation of intangible
of intangible assets of intangible assets
(see Note (see Note
assets 3) Total assets 3) Total
2023 2023 2023 2022 2022 2022
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Revenue: Group including
share of joint ventures* 960,937 - 960,937 849,048 - 849,048
Less share of joint
ventures' revenue* (39,383) - (39,383) (32,772) - (32,772)
---------------------------- ---- ------------- ------------- --------- ------------- ------------- ---------
Group revenue from
continuing activities 2 921,554 - 921,554 816,276 - 816,276
Cost of sales (786,503) - (786,503) (693,336) - (693,336)
------------- ------------- --------- ------------- ------------- ---------
Gross profit 135,051 - 135,051 122,940 - 122,940
Administrative expenses (75,384) (4,413) (79,797) (68,184) (8,527) (76,711)
Other operating income 3,865 - 3,865 3,655 - 3,655
Share of post-tax
result of joint ventures 77 (231) (154) 362 (267) 95
------------- --------- ------------- ---------
Operating profit 2 63,609 (4,644) 58,965 58,773 (8,794) 49,979
Finance income 360 - 360 16 - 16
Finance costs (1,285) - (1,285) (573) - (573)
Other finance income
- defined benefit
pension schemes 66 - 66 33 - 33
------------- ------------- --------- ------------- ------------- ---------
Profit before income
tax 62,750 (4,644) 58,106 58,249 (8,794) 49,455
Income tax expense 5 (12,600) 1,554 (11,046) (11,330) 1,782 (9,548)
------------- ------------- --------- ------------- ------------- ---------
Profit for the year
from continuing activities 50,150 (3,090) 47,060 46,919 (7,012) 39,907
------------- ------------- ------------- -------------
Loss for the year
from discontinued
operations 4 (3,676) (2,242)
Profit for the year 43,384 37,665
--------- ---------
Basic earnings per share from continuing
activities 7 63.47p (3.91)p 59.56p 59.52p (8.89)p 50.63p
Diluted earnings per share from
continuing activities 7 63.28p (3.90)p 59.38p 59.30p (8.87)p 50.43p
--- ------ --------- ------ ------ --------- ------
Basic earnings per share 7 63.47p (8.56)p 54.91p 59.52p (11.74)p 47.78p
Diluted earnings per share 7 63.28p (8.54)p 54.74p 59.30p (11.70)p 47.60p
--- ------ --------- ------ ------ --------- ------
* Alternative performance measure, please see Note 9 for further
details.
Group statement of comprehensive
income
for the year ended 30 September
2023 2022
GBP000 GBP000
Profit for the year 43,384 37,665
Items that will not be reclassified to profit or loss:
Movement in actuarial valuation of the defined
benefit pension schemes 387 347
Movement on deferred tax relating to the pension
schemes (106) (240)
------ ------
Total items that will not be reclassified to profit or loss 281 107
------ ------
Total comprehensive income for the year net of tax 43,665 37,772
------ ------
Group statement of changes in equity
for the year ended 30
September
Share Capital Cumulative Share based
Share premium redemption translation payments Retained Total
capital account reserve adjustment reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 October 2021 7,868 66,378 3,896 1,308 1,079 44,290 124,819
Transfer from income statement
for the year 37,665 37,665
Dividends paid (13,281) (13,281)
New shares issued 18 18
Recognition of share based
payments 658 658
Vested share option transfer (362) 362 -
Reclassification on closure
of overseas subsidiaries (1,308) (1,308)
Actuarial movement recognised
in pension schemes 347 347
Movement on deferred tax
relating
to the pension schemes (240) (240)
------- ------- ---------- ----------- ----------- -------- --------
At 30 September 2022 7,886 66,378 3,896 - 1,375 69,143 148,678
Transfer from income statement
for the year 43,384 43,384
Dividends paid (13,683) (13,683)
New shares issued 27 41 68
Recognition of share based
payments 669 669
Vested share option transfer (777) 777 -
Actuarial movement recognised
in pension schemes 387 387
Movement on deferred tax
relating
to the pension schemes (106) (106)
At 30 September 2023 7,913 66,419 3,896 - 1,267 99,902 179,397
------- ------- ---------- ----------- ----------- -------- --------
Group balance sheet
At 30 September
2023 2022*
GBP000 GBP000
Non-current assets
Intangible assets - goodwill 148,805 138,445
- other 27,869 22,385
Property, plant and equipment 19,400 17,834
Right of use assets 19,174 15,519
Investment in joint ventures 3,979 5,538
Retirement benefit asset 2,456 2,230
Deferred tax assets - 2,899
221,683 204,850
------------- ------------
Current assets
Inventories 4,169 2,613
Assets held for resale - 1,250
Trade and other receivables 187,311 164,590
Current tax assets 814 -
Cash and cash equivalents 35,657 27,559
------------
227,951 196,012
------------- ------------
Total assets 449,634 400,862
------------- ------------
Non-current liabilities
Lease liabilities (10,733) (8,640)
Retirement benefit obligation (822) (1,049)
Deferred tax liabilities (7,363) (7,568)
Provisions (338) (338)
------------
(19,256) (17,595)
------------- ------------
Current liabilities
Borrowings - (7,341)
Trade and other payables (228,677) (212,684)
Lease liabilities (6,945) (5,884)
Current tax liabilities - (595)
Provisions (15,359) (8,085)
------------- ------------
(250,981) (234,589)
------------- ------------
Total liabilities (270,237) (252,184)
------------- ------------
Net assets 179,397 148,678
------------- ------------
Share capital 7,913 7,886
Share premium account 66,419 66,378
Capital redemption reserve 3,896 3,896
Share based payments reserve 1,267 1,375
Retained earnings 99,902 69,143
------------- ------------
Total equity 179,397 148,678
------------- ------------
*reclassification between cash and borrowings (please see accounting policy
note 1)
Group cashflow statement
for the year ended 30 September
2023 2022
GBP000 GBP000
Profit for the year from continuing operating
activities 47,060 39,907
Share of post-tax trading result of joint
ventures 154 (95)
Impairment and amortisation of intangible
assets 6,014 8,109
Gain on remeasurement of existing equity
asset (2,164) -
Research and development expenditure credit (1,249) (1,353)
Depreciation of property, plant and equipment
and right of use assets 10,688 10,136
Profit on sale of property, plant and equipment (822) (830)
Increase in inventories (1,348) (534)
Increase in receivables (14,060) (7,455)
Increase in payables and provisions 11,247 10,986
Current and past service cost in respect
of defined benefit pension scheme - 23
Cash contribution to defined benefit pension
schemes - (315)
Charge in respect of share options 669 657
Finance income (360) (16)
Finance expense 1,219 540
Interest paid (1,285) (573)
Income taxes paid (11,767) (7,595)
Income tax expense 11,046 9,548
-------- --------
Net cash inflow from continuing operating
activities 55,042 61,140
Net cash outflow from discontinued operating
activities (1,265) (3,977)
Net cash inflow from operating activities 53,777 57,163
-------- --------
Investing activities
Interest received 360 16
Dividend received from joint venture - 265
Proceeds on disposal of property, plant and
equipment 1,251 1,514
Purchases of property, plant and equipment (5,509) (5,056)
Acquisition of subsidiaries net of cash acquired (13,324) -
-------- --------
Net cash outflow from investing activities (17,222) (3,261)
-------- --------
Financing activities
Dividends paid (13,683) (13,281)
Issue of share equity 68 18
New loan 23,000 18,000
Loan repayments (23,000) (22,373)
Repayments of obligations under lease liabilities (7,501) (6,693)
-------- --------
Net cash outflow from financing activities (21,116) (24,329)
-------- --------
Net increase in continuing cash and cash
equivalents 16,704 33,550
Net decrease in discontinued cash and cash
equivalents (1,265) (3,977)
-------- --------
Net increase in cash and cash equivalents 15,439 29,573
Cash and cash equivalents at beginning of
year 20,218 (9,355)
Cash and cash equivalents at end of year 35,657 20,218
-------- --------
Bank balances and cash 35,657 27,559
Bank overdraft - (7,341)
-------- --------
Cash and cash equivalents at end of year 35,657 20,218
-------- --------
Notes
1 Basis of preparation
The consolidated financial statements for the year ended 30
September 2023 have been prepared in accordance with International
Financial Reporting Standards ("IFRS"). These preliminary results
are extracted from those financial statements.
Going concern
The Board has concluded that it is appropriate to adopt the
going concern basis, having undertaken a rigorous review of
financial forecasts and available resources. The Directors have
robustly tested the going concern assumption in preparing these
financial statements, taking into account the Group's liquidity
position at 30 September 2023. The Directors have considered the
results of the stress testing of key assumptions and consider the
likelihood of events or circumstances that would impact the going
concern assessment as collectively remote. The Directors have
reviewed the period to 31 December 2024.
Prior year restatement
In the prior year, the Group incorrectly offset a net
GBP7,341,000 overdraft balance with one financial institution
against a positive cash balance with another financial
institution.
However, since the cash balance was with a different
institution, there was no legal right of offset. As a result of the
error, a restatement has been recorded to increase Cash and cash
equivalents by GBP7,341,000 to GBP27,559,000 and Bank overdraft,
disclosed within Borrowings, has also increased by GBP7,341,000
from GBPNil. The restatement does not impact net assets, nor any
other primary statement.
2 Segmental analysis
The Group is organised into two operating business segments plus
central activities which form the basis of the segment information
reported below. These segments are:
Engineering Services, which comprises the Group's engineering
activities which are characterised by the use of the Group's
skilled engineering workforce, supplemented by specialist
subcontractors where appropriate, in a range of civil, mechanical
and electrical engineering applications;
Specialist Building, which comprises the Group's building
activities which are characterised by the use of a supply chain of
subcontractors to carry out building works under the control of the
Group as principal contractor; and
Central activities, which include the leasing and sub-leasing of
some UK properties and the provision of central services to the
operating subsidiaries.
Group Group Group
including Less revenue revenue
share share
of joint of joint from continuing from continuing
ventures ventures activities activities
Revenue is analysed as
follows: 2023 2023 2023 2022
GBP000 GBP000 GBP000 GBP000
Engineering Services 887,541 (39,383) 848,158 746,145
Specialist Building 73,375 - 73,375 70,125
---------------- ----------------
Segment revenue 960,916 (39,383) 921,533 816,270
Central activities 21 - 21 6
----------- ---------- ----------------
960,937 (39,383) 921,554 816,276
----------- ---------- ---------------- ----------------
Analysis of profit on ordinary activities before taxation from
continuing activities
Before Before
exceptional Exceptional exceptional Exceptional
items and items and items and items and
amortisation amortisation amortisation amortisation
of intangible of intangible of intangible of intangible
assets assets assets assets
2023 2023 2023 2022 2022 2022
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Engineering Services 64,275 (4,084) 60,191 59,123 (8,376) 50,747
Specialist Building 1,269 - 1,269 1,679 - 1,679
Segment operating
profit 65,544 (4,084) 61,460 60,802 (8,376) 52,426
Central activities (1,935) (560) (2,495) (2,029) (418) (2,447)
-------------- -------------- -------- -------------- -------------- --------
Operating profit 63,609 (4,644) 58,965 58,773 (8,794) 49,979
Net financing
costs (859) - (859) (524) - (524)
-------------- -------- -------------- -------------- --------
Profit on ordinary
activities before
income tax 62,750 (4,644) 58,106 58,249 (8,794) 49,455
-------------- -------------- -------- -------------- -------------- --------
3 Exceptional items and amortisation of
intangible assets 2023 2022
GBP000 GBP000
Acquisition costs/aborted acquisition costs 560 418
-------- --------
Total losses arising from exceptional
items 560 418
Amortisation of intangible assets 6,245 7,123
Gain on remeasurement of existing equity
interest (2,161) -
Impairment of intangible asset - 1,253
-------- --------
Total exceptional items and amortisation
charge before income tax 4,644 8,794
Taxation credit on exceptional items
and amortisation (1,554) (1,782)
-------- --------
Total exceptional items and amortisation
charge 3,090 7,012
-------- --------
During the year the Company incurred GBP560,000 of costs on
acquiring Enisca Group Ltd. Prior year's
acquisition costs related to an unsuccessful acquisition
opportunity.
On 25 November 2022, the Company acquired the whole of the
issued share capital of Enisca Group Limited which resulted in the
Group owning 100% of Enisca Browne Ltd. The Group previously owned
50% of this Company and accounted for it as a joint venture using
the equity method of accounting. As a result, under IFRS 3 this is
treated as a step acquisition where the previously held equity
interest is remeasured at its acquisition-date fair value with the
resulting gain recognised in the income statement. Further
information on this acquisition can be found in Note 10.
GBP000
Remeasured value 3,566
Less equity interest (previously included
in investments in joint ventures) (1,405)
--------
Gain on remeasurement of existing equity interest 2,161
--------
The Directors in the comparative year made a full provision
of GBP 1,253,000 against Britannia's goodwill carrying value
following the decision to wind down that company's operations.
4 Loss for the year from discontinued operations 2023 2022
GBP000 GBP000
Revenue - -
Expenses (3,676) (2,242)
-------- --------
Loss before income tax (3,676) (2,242)
Income tax charge - -
-------- --------
Loss for the year from discontinued
operations (3,676) (2,242)
-------- --------
On 31 October 2014, the Board reached an agreement to sell
Allenbuild Ltd to Places for People Group Ltd. As a term of the
disposal Renew Holdings plc retained both the benefits and the
obligations associated with a number of Allenbuild contracts. At
the time of the disposal, the sale of this business was accounted
for as a discontinued operation.
During the year an additional provision of GBP3,676,000 (2022:
GBP3,353,000) has been recognised, and because this adjustment
relates to uncertainties directly related to the operations of
Allenbuild before its disposal, this has been classified within
discontinued operations. This additional provision was as a result
of the settlement of historical claims during the financial year
and a subsequent internal reassessment of the likely costs required
to settle other known contractual disputes. The comparative figure
comprised GBP3,353,000 in relation to increases in the provision
partially offset by GBP1,308,000 which related to the recycling of
the foreign currency reserve.
5 Income tax expense
(a) Analysis of expense in
year 2023 2022
GBP000 GBP000
Current tax:
UK corporation tax on profits
of the year (12,447) (10,692)
Adjustments in respect of previous
period 1,164 (193)
---------
Total current tax (11,283) (10,885)
--------- ---------
Deferred tax - defined benefit pension
schemes (29) (87)
Deferred tax - other temporary
differences 266 1,424
--------- ---------
Total deferred tax 237 1,337
--------- ---------
Income tax expense in respect of
continuing activities (11,046) (9,548)
--------- ---------
(b) Factors affecting income tax expense
for the year 2023 2022
GBP000 GBP000
Profit before income
tax 58,106 49,455
--------- ---------
Profit multiplied by standard rate
of corporation tax in the UK of 22%
(2022: 19%) (12,783) (9,396)
Effects of:
Expenses not deductible for
tax purposes (620) (1,705)
Timing differences not provided in
deferred tax - 1,721
Non-taxable income 696 -
Change in tax rate 640 25
Adjustment in respect of tax
losses (143) -
1,164 (193)
--------- ---------
Adjustments in respect of previous
period (11,046) (9,548)
--------- ---------
Corporation tax rate increased from 19% to 25% from April 2023
so profits for the year are subject to a blended rate of 22% (2022:
19%).
Deferred tax has been provided at a rate of 25% (2022: 25%)
following the decision that the UK corporation tax rate should
increase to 25% (effective from 1 April 2023) and substantively
enacted on 24 May 2021. The deferred tax asset and liability at 30
September 2023 has been calculated based on these rates, reflecting
the expected timing of reversal of the related temporary timing
differences (2022: 25%).
The Group has available further unused UK tax losses of GBP23.1m
(2022: GBP23.7m) to carry forward against future taxable profits. A
substantial element of these losses relates to activities which are
not forecast to generate the level of profits needed to utilise
these losses. A deferred tax asset has been provided to the extent
considered reasonable by the Directors, where recovery is expected
to be recognisable within the foreseeable future. The unrecognised
deferred tax asset in respect of these losses amounts to GBP5.8m
(2022: GBP5.9m).
6 Dividends 2023 2022
Pence/share Pence/share
Interim (related to the year ended 30 September
2023) 6.00 5.67
Final (related to the year ended 30 September
2022) 11.33 11.17
------------ ------------
Total dividend
paid 17.33 16.84
------------ ------------
GBP000 GBP000
Interim (related to the year ended 30 September
2023) 4,748 4,472
Final (related to the year ended 30 September
2022) 8,935 8,809
------------ ------------
Total dividend
paid 13,683 13,281
------------ ------------
Dividends are recorded only when authorised and are shown as a
movement in equity rather than as a charge in the income statement.
The Directors are proposing that a final dividend of 12.00p per
Ordinary Share be paid in respect of the year ended 30 September
2023. This will be accounted for in the 2023/24
financial year.
7 Earnings per share
2023 2022
Earnings EPS DEPS Earnings EPS DEPS
GBP000 Pence Pence GBP000 Pence Pence
Earnings before exceptional
items and amortisation 50,150 63.47 63.28 46,919 59.52 59.30
Exceptional items
and amortisation (3,090) (3.91) (3.90) (7,012) (8.89) (8.87)
--------- ------- ------- --------- ------- -------
Basic earnings per share
- continuing activities 47,060 59.56 59.38 39,907 50.63 50.43
Loss for the year from discontinued
operations (3,676) (4.65) (4.64) (2,242) (2.85) (2.83)
--------- ------- ------- ---------
Basic earnings
per share 43,384 54.91 54.74 37,665 47.78 47.60
--------- ------- ------- --------- ------- -------
Weighted average number of
shares ('000) 79,011 79,253 78,825 79,125
------- ------- ------- -------
The dilutive effect of share options is to increase the number
of shares by 242,000 (2022: 299,750) and reduce basic earnings per
share by 0.17p (2022: 0.18p).
8 Preliminary financial information
The financial information set out above does not constitute the
company's statutory accounts for the years ended 30 September 2023
or 2022. Statutory accounts for 2022 have been delivered to the
registrar of companies. The auditor has reported on those accounts;
his reports were (i) unqualified, (ii) did not include a reference
to any matters to which the auditor drew attention by way of
emphasis without qualifying their report and (iii) did not contain
a statement under section 498 (2) or (3) of the Companies Act 2006.
The statutory accounts for 2023 will be finalised on the basis of
the financial information presented by the Directors in this
preliminary announcement and will be delivered to the Registrar of
Companies in due course.
9 Alternative performance measures
Renew uses a variety of alternative performance measures ('APM')
which, although financial measures of either historical or future
performance, financial position or cash flows, are not defined or
specified by IFRSs. The Directors use a combination of APMs and
IFRS measures when reviewing the performance, position and cash of
the Group.
The Directors believe that APMs provide a better understanding
of the ongoing trading performance of the business by removing
costs such as amortisation, and one-off exceptional items which
will not directly impact the future cashflows and will mainly
relate to the unrepeated cash outflows incurred in acquiring a
specific equity investment.
Depreciation is not removed on the basis that the tangible and
right of use assets will be replaced at the end of their useful
economic lives resulting in future cash outflows.
Furthermore, they believe that the Group's stakeholders use
these APMs, for example when assessing the performance of the Group
against discounted cash flow models, and it is therefore
appropriate to give them prominence in the Annual Report and
Accounts.
The APMs used by the Group are defined below:
Net Cash - This is the cash and cash equivalents less bank debt.
This measure is visible in Note 32 in the Annual Report &
Accounts. The Directors consider this to be a good indicator of the
financing position of the Group.
Adjusted operating profit (GBP63.609m) and adjusted profit
before tax (GBP62.750m) - Both of these measures are reconciled to
total operating profit and total profit before tax on the face of
the consolidated income statement. The Directors consider that the
removal of exceptional items and amortisation provides a better
understanding of the ongoing performance of the Group. The
equivalent GAAP measures are operating profit (GBP58.965) and
profit before tax (GBP58.106m).
Adjusted operating margin (6.6%) - This is calculated by
dividing operating profit before exceptional items and amortisation
of intangible assets (GBP63.609m) by Group revenue including share
of joint venture (GBP960.937m) both of which are visible on the
face of the income statement. The Directors believe that removing
exceptional items and amortisation from the operating profit margin
calculation provides a better understanding of the ongoing
performance of the Group. The equivalent GAAP measure is operating
profit margin (6.4%) which is calculated by dividing operating
profit (GBP58.965m) from group revenue from continuing activities
(GBP921.554m).
Adjusted earnings per share (63.47p) - This measure is
reconciled to the earnings per share calculation based on earnings
before exceptional items and amortisation in Note 7. The Directors
believe that removing exceptional items and amortisation from the
EPS calculation provides a better understanding of the ongoing
performance of the Group.
Group Revenue (GBP960.937m) - This measure is visible on the
face of the income statement as Revenue: Group including share of
joint ventures.
Group order book, Engineering Services order book and Specialist
Building order book - This measure is calculated by the Directors
taking a conservative view on secured orders and visible workload
through long-term frameworks.
Engineering Services revenue (GBP887.541m) - This measure is
visible in Note 2 segmental analysis as Engineering Services
revenue including share of joint venture. The Directors consider
this to be a good indicator of the ongoing performance of the
Group's Engineering Services business.
Adjusted Engineering Services operating profit (GBP64.275m) -
This measure is visible in Note 2 segmental analysis as Engineering
Services operating profit before exceptional items and amortisation
of intangible assets. The Directors consider this to be a good
indicator of the ongoing performance of the Group's Engineering
Services business. The GAAP equivalent measure is Engineering
Services operating profit (GBP60.194m) which is also visible in
Note 2.
Adjusted Engineering Services operating profit margin (7.2%) -
This is calculated in the same way as adjusted operating profit
margin but based on the adjusted Engineering Services operating
profit (GBP64.275m) and the Engineering Services revenue
(GBP887.541m) figures as set out above. The equivalent GAAP measure
is Engineering Services operating profit margin (7.1%) which is
calculated by dividing Engineering Services operating profit
(GBP60.194m) from Engineering Services revenue from continuing
operations (GBP848.158m).
10 Acquisition of subsidiary undertaking - Enisca Group
Limited
On 25 November 2022, the Company acquired the whole of the
issued share capital of Enisca Group Limited ("Enisca") for a cash
consideration of GBP14.6m. The Group previously held a 50% interest
in Enisca Browne Ltd, a joint venture originally acquired through
its subsidiary J Browne Group Ltd. As a result of obtaining control
of Enisca Group Ltd, the Group has derecognised the investment in
the joint venture and accounted for the acquisition of the
remaining 50% interest as a business combination achieved in
stages. This required the Group, as acquirer, to remeasure its
previously held equity investment in Enisca Browne Ltd at its
acquisition-date fair value. The Group's equity interest prior to
acquisition was GBP1.4m and its remeasurement to GBP3.6m resulted
in a gain of GBP2.2m which was recognised in the income statement
(please see note 3).
The net acquisition cost was funded by a combination of cash and
the Group's existing revolving credit facility provided by HSBC UK
Bank plc, National Westminster Bank plc and Lloyds Bank plc.
Enisca is a multi-disciplinary engineering business operating in
the water and environmental sector with headquarters in Cookstown,
Northern Ireland but with a base on the UK mainland. Enisca has
long term Mechanical, Electrical, Instrumentation, Controls and
Automation (MEICA) frameworks with Southern Water, South East
Water, Affinity Water, Yorkshire Water, Irish Water, Northern
Ireland Water, Anglian Water and Northumbrian Water.
The acquisition represents an excellent strategic fit, adding
new capabilities and clients to Renew's water business which
continues to benefit from the UK Government's commitment to spend
GBP51bn over AMP7 into 2025. Further, Enisca will form a key part
of the Group's strategy to maximise the opportunities presented by
AMP8 ahead of the anticipated start of procurement in 2024.
The value of the assets and liabilities of Enisca at the date of
acquisition were:
Fair value
GBP000
Assets
Intangible assets 11,498
Property, plant and
equipment 328
Right of use
assets 501
Inventories 208
Trade and other receivables 7,411
Cash and cash equivalents 1,264
Total assets 21,210
-----------
Liabilities
Lease liabilities (403)
Deferred tax
liabilities (2,833)
Trade and other payables (9,736)
Lease liabilities (121)
Current tax
liability (324)
Total liabilities (13,417)
-----------
Total identifiable net assets
at fair value 7,793
50% equity interest measured at
fair value (3,555)
Goodwill arising on acquisition 10,360
Purchase consideration transferred 14,598
-----------
Goodwill of GBP10,360,000 arose on acquisition and is
attributable to the expertise and workforce of the acquired
business. Other intangible assets provisionally valued at
GBP11,498,000, which represent customer relationships and
contractual rights, were also acquired and will be amortised over
their useful economic lives in accordance with IAS 38 and as
defined within accounting policy Note 1 (v) Intangible assets of
the Annual Report & Accounts. Amortisation of this intangible
asset commenced from December 2022. Deferred tax has been provided
on this amount.
Right of use assets and obligations under finance leases
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 liabilities.
Fair value adjustments arising from the acquisition
In accordance with IFRS 3, the Board reviewed the fair value of
assets and liabilities using information available during the 12
months after the date of acquisition. Fair value has been
calculated using Level 3 inputs as defined by IFRS 13. No
impairment was identified.
The fair value of trade and other receivables was GBP7.4m. The
gross amount of trade and other receivables was GBP7.4m and it is
expected that the full contractual amounts will be collected.
From the date of acquisition, Enisca has contributed GBP31.5m to
revenue and GBP1.8m to profit before tax from continuing operations
of the Group. If the acquisition of Enisca had occurred on 1
October 2022, Group revenue from continuing operations would have
been approximately GBP925.0m and profit before tax for the year
ended 30 September 2023 would have been approximately GBP58.2m
Transaction costs of GBP0.6m were expensed and are included in
exceptional items (please see Note 3).
11 Post balance sheet event
Acquisition
On 26 October 2023, West Cumberland Engineering Ltd, a
wholly-owned subsidiary of Renew Holdings Plc, acquired the whole
of the issued share capital of TIS Cumbria Ltd ("TIS") for a gross
cash consideration of GBP4.7m less a net working capital adjustment
of GBP(0.6)m. The net GBP4.1m acquisition cost was funded from cash
resources. There is no deferred consideration payable.
Based in Cumbria, TIS is a leading nuclear manufacturing and
fabrication specialist. In line with the Group's strategy, the
acquisition enhances Renew's nuclear services offering by
immediately doubling manufacturing capacity and strengthening
Renew's position in the growing nuclear decommissioning and new
build markets.
This acquisition will allow the Group to continue to support its
existing clients and take advantage of increasing demand across the
decommissioning and new nuclear build programmes. The added
manufacturing capacity will allow Renew to better support its
existing clients, as well as strengthening its broader market
position. TIS represents an excellent strategic fit with the
Group's existing multidisciplinary nuclear capability, which offers
attractive long term structural growth opportunities underpinned by
highly visible committed regulatory spend in a sector where the
Group has extensive experience.
The principal asset category acquired is tangible fixed assets
with a net book value of c.GBP4m including freehold land and
buildings externally valued at GBP3.1m. All cash and loans, with
the exception of two small hire purchase agreements, were settled
prior to acquisition. The fair value exercise continues for net
working capital categories. The acquisition will be reported in
more detail in the Interim results for the six months ending 31
March 2024.
12 Posting of Report & Accounts
The Group confirms that the annual report and accounts for the
year ended 30 September 2023 will be posted to shareholders as soon
as practicable and a copy will be made available on the Group's
website:
www.renewholdings.com
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END
FR UBUUROUUAUUA
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November 28, 2023 02:00 ET (07:00 GMT)
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