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Galliford Try Hldgs - Annual Financial Report

RNS Number : 2825B
Galliford Try Holdings PLC
06 October 2020
 

GALLIFORD TRY HOLDINGS PLC

 

PUBLICATION OF ANNUAL REPORT AND FINANCIAL STATEMENTS 2020 AND NOTICE OF 2020 ANNUAL GENERAL MEETING

 

Galliford Try Holdings plc has today, in accordance with LR 9.6.1 R of the Listing Rules, submitted to the Financial Conduct Authority's National Storage Mechanism copies of the following:

 

·      The Annual Report and Financial Statements 2020.

·      Notice of 2020 Annual General Meeting.

·      Form of Proxy for the 2020 Annual General Meeting.

 

The documents will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

The Annual Report and Financial Statements and Notice of Annual General Meeting are also available on the Galliford Try website at www.gallifordtry.co.uk/investors/reports-presentations/2020.

 

A condensed set of the Group's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in Galliford Try Holdings plc's Final Results Announcement on 16 September 2020.  That information, together with the information set out below which is extracted from the Annual Report and Financial Statements 2020 constitute the material required by DTR 6.3.5 of the Disclosure Guidance and Transparency Rules which is required to be communicated to the media in full unedited text through a Regulatory Information Service.  This announcement is not a substitute for reading the full Annual Report and Financial Statements 2020.  Page and note references in the text below refer to page numbers and note references in the Annual Report and Financial Statements 2020.  To view the results announcement, slides of the results presentation and the results webcast please visit www.gallifordtry.co.uk/investors.

 

Enhancements to our risk management process

The corporate transaction has provided the opportunity to review and refresh all aspects of our risk management process and tailor our approach to reflect the revised organisation structures and refocused activities of the Group. Accordingly, the key changes to our risk management process include:

1    Refreshing the membership of the Executive Risk Committee to reflect the organisation structure of the Group, with the Building, Infrastructure and Investments businesses now each having representation.

2    Reviewing and updating the articulation of our risk universe, reflecting our changing risk profile and to facilitate a more transparent view of risks from the bottom-up and top-down.

3    Introducing an enhanced risk and opportunity register to record and track project level risks and opportunities throughout the lifecycle of the project.

The Group's business model is now entirely focused on construction and therefore our risk profile has changed.

 

Our risk management process

The Group's risk management and governance structure is designed to facilitate both a bottom-up and top-down view of principal and emerging risks and is summarised in the diagram below.

Audit Committee

> Responsible for keeping under review the adequacy and effectiveness of the Group's risk management processes and systems of internal control.

> Responsible for reviewing and approving statements included in the Annual Report concerning internal controls, risk management and the Viability Statement.

Risk and Internal Audit

> Facilitates the identification, reporting and management of risk throughout the governance structure.

> Provides a risk update, including the updated Group principal risks to the Executive Board and the plc Board at least three times a year.

plc Board

> Has overall responsibility for setting the risk appetite of the business and maintaining oversight of the Group's processes for identifying, assessing, managing and reporting on principal risks.

> Reviews the Group principal and emerging risks three times a year.

Executive Board

> Responsible for implementing the strategy and risk appetite set by the Board and ensuring that appropriate risk management and internal control procedures are embedded in our day-to-day operations.

> Reviews the Group principal and emerging risks at least three times a year.

Executive Risk Committee

> Chaired by the General Counsel & Company Secretary and comprises the Finance Director, Director of Risk and Assurance and a representative from each of the Buildings, Infrastructure and Specialist business divisions.

> Meets three times a year to review and update the Group principal and emerging risks, based on the risks reported up from the business units, and to consider any emerging risks that may have an impact on the Group in the longer term.

Business unit Boards

> Maintain a business unit risk register that records the key risks applicable to that business, key mitigations and further actions required to manage the risk.

> Risk registers are reviewed twice a year, with one of the reviews facilitated by the Group Risk and Internal Audit team.

Project teams

> Create a project Risk and Opportunity Register at the bid stage and maintain throughout the lifecycle of the project.

> Review the risk and opportunities at key checkpoints and as part of the monthly contract review meetings.

 

Our principal risks

We have reviewed our principal risks to reflect the disposal of the housebuilding divisions and to align them with the construction focus of the Group. A detailed analysis of the principal risks that have the greatest potential to have a material impact on the development, performance, position or future prospects of the Group is presented on pages 32 to 33. This includes an assessment of the impact of Covid-19 on each principal risk. A summary of the other principal risks including our key mitigations and the metrics we use to monitor the risk is presented on page 34.

 

Market

 

Opportunity pipeline R

>          Insufficient pipeline of opportunities in our target markets.

 

Project selection

>          We take on the wrong projects, at the wrong price, or on the wrong terms.

 

Work winning

>          Failure to win work within our target markets and clients.

 

Project delivery

 

Safety

>          Failure to maintain high standards of health and safety performance.

 

Margin erosion R

>          We fail to deliver project margins in line with tender and/or forecasts.

 

Quality

>          Failure to deliver high-quality, defect-free buildings and infrastructure to our clients.

 

Resources

 

Cash management R

>          We are unable to maintain sufficient net cash reserves to finance business operations.

 

Supply chain and joint arrangement partners R

>          We are unable to secure subcontractors and joint venture partners with the quality, capacity and financial resilience that we need.

 

People

>          We do not have sufficient staff with the skills and experience that we require.

 

Operations

 

Cyber security

>          Loss of data from or loss of access to business critical IT infrastructure and applications.

 

Sustainability

>          We fail to keep pace with the sustainability expectations of our key stakeholder groups.

 

Regulatory compliance

>          We have a high profile breach of applicable laws or regulations.

 

Key: R Risk in focus - see p32-33.

 

Principal risks

 

Risks trend key: increasing decreasing no movement

 

 

Opportunity pipeline   < >

Risk description

> Insufficient pipeline of opportunities in our target markets.

Risk appetite

> We only pursue opportunities within our chosen markets where we have the experience, knowledge and supply chains to deliver effectively. We aim to secure a forward order book that provides a high degree of certainty of current year plus following year revenue.

Potential causes

> A significant and sustained reduction in Government investment in building and infrastructure projects.

> Delays to and/or reduced levels of private sector investment due to macro-economic conditions.

Emerging risks

> Public and/or private sector clients pursue alternative procurement strategies and move away from the traditional tier one contractor model.

Mitigations

> We manage the potential impact of an economic downturn by building a strong order book.

> We concentrate on sectors and clients with long-term growth and profitability potential.

> We focus on securing positions on key procurement frameworks and repeat business with key clients.

> We have appointed sector leads to manage activity in each of our core areas.

Key risk indicators

> Percentage of planned revenue secured.

> Percentage of pipeline in frameworks.

> Order book by client type.

> Percentage of repeat business with existing clients.

Movement in the year

Prior to the outbreak of Covid-19, the general market and opportunity outlook appeared to be improving. The UK Government's commitment to a large-scale programme of infrastructure investment was signalled in the General Election campaign and reiterated in the March budget. Following the General Election in December 2019, we had also started to see confidence return in the commercial sector, including demand in London and the Private Rented Sector.

 

The longer-term impact of the Covid-19 pandemic on our opportunity pipeline is still uncertain. Given the scale of the fiscal intervention from the Government, we believe that infrastructure investment will be used to stimulate economic recovery. It is possible that investment in commercial sectors that have been particularly affected by Covid-19 will either be delayed or cancelled.

 

 

Margin erosion  >

Risk description

We fail to deliver project margins in line with tender and/or forecasts.

Risk appetite

We carefully assess the risk and profit of each project and aim to secure and deliver profitable projects with margins in line with our strategic targets. We require our project forecasts to be reliable and provide a realistic and transparent view of project performance.

Potential causes

> Programme delays and cost escalation.

> Poor control of client and subcontractor variations and claims processes.

> Contractual notices not given as per contract requirements.

> Poor record-keeping and document management.

> Poor design quality and/or co-ordination.

> An imbalance between supply and demand for materials and subcontractors results in higher than expected prices.

> Unrealistic estimates, including cost to complete, inflation estimates, outcomes of disputes, final value included in project forecasts.

Emerging risks

> Increasing regularity and severity of extreme weather may delay programmes and increase costs.

> Failure to innovate quickly enough or make the right strategic decisions in relation to the investment in and adoption of Modern Methods of Construction.

> Procurement, methodology, resourcing and programming changes as a consequence of unforeseen events and circumstances (such as Covid-19).

Mitigations

> Robust review and approval of contractual terms, pre-contract to ensure we do not sign up to contracts with onerous terms.

> Margin thresholds employed.

> Monthly cross-disciplinary contract review meetings on all projects.

> Project level controls and management oversight of project forecasts has been strengthened and visibility of risks and exposures has improved.

> Standardised formats (value cost analysis and cost and value reconciliation) for monitoring and reporting project performance and forecasts.

> Comprehensive commercial training.

> A programme of commercial 'health checks' to provide an independent assessment of the project team's reported project performance and forecast outturn.

Key risk indicators

> Forecast project margins.

Movement in the year

Construction margins are significantly lower than housebuilding margins and therefore overall Group performance is now more exposed to margin erosion on a single project.

Failure to adhere strictly to contract administration requirements and issues in relation to the quality and co-ordination of design continue to be typical causes of margin erosion.

 

The disruption to normal operations resulting from Covid-19 has necessitated a reassessment of forecast margins on all projects. This discipline will be maintained as the longer-term impacts of the new ways of working become clearer.

 

 

Supply chain and joint arrangement partners  >

Risk description

We are unable to secure subcontractors and joint venture partners with the quality, capacity and financial resilience that we need.

 

Risk appetite

We build strong relationships with our supply chain and joint venture partners. We have national coverage with local delivery which provides us with good quality relationships all over the UK.

 

We predominantly work with subcontractors and joint venture partners who are financially resilient and who share our values in relation to safety and quality, and who are aligned to our ways of working.

 

Potential causes

> Lack of capacity in the supply chain due to high levels of activity in the construction sector.

> Lack of geographical coverage.

> Subcontractor insolvency.

> Failure to comply with fair payment practices.

Emerging risks

> Potential shortage of skilled workers in key trades as a result of the end of freedom of movement with the EU.

> Insufficient numbers of UK nationals entering the construction industry to address the potential skills shortages.

> Failures due to recessionary factors and/or consequence of disruption arising from Covid-19.

Mitigations

> We develop long-term relationships with key suppliers and subcontractors to ensure that we remain a priority customer when resources and materials are in short supply.

> The Group's Advantage through Alignment programme facilitates greater engagement with our key supply chain members and provides them with greater visibility of our pipeline of projects.

> We are committed to meeting the requirements of the Prompt Payment Code.

> We use a credit tracker on the Dun and Bradstreet portal to monitor subcontractor financial strength.

Key risk indicators

> Prompt Payment Code performance statistics.

> Material and trade shortages.

Movement in the year

Prior to the outbreak of Covid-19, construction activity was rebounding strongly from the Brexit uncertainty that had been holding back activity in 2019. The Government's commitment to infrastructure investment and a general increase in construction activity could have led to a lack of capacity in the supply chain and potentially material shortages. Both of these supply chain risks could also be exacerbated by the still unknown impact of Brexit on the availability of skilled workers and the future trading relationship with the EU.

 

As a result of Covid-19 and the sudden and significant reduction in construction activity, there is an increased risk of subcontractor insolvency, especially as activity levels increase again. To reduce this risk, we have sought to keep cash flowing through the supply chain by continuing to pay our subcontractors and suppliers on time. The current situation also increases the risk of insolvency of a joint venture partner. Their financial stability is monitored closely to identify any early warning signs.

 

Maintaining the supply of materials, especially those sourced indirectly by subcontractors from builders' merchants, was one of the most acute challenges during the pandemic. We continually review the measures we can take to improve the resilience of our materials supply chain.

 

 

Cash management  >

Risk description

We are unable to maintain sufficient net cash to finance business operations

Risk appetite

We have the expertise and structure to maintain a strong net cash position and to have a high degree of visibility of cash flow.

 

Potential causes

> Loss-making projects.

> Inability to produce accurate cash forecasts.

> Significant amounts of cash locked up in WIP and claims against clients.

> Insolvency of a key client.

Emerging risks

> Potential reform of the law and practices in relation to retentions.

> Increased use of project bank accounts and/or increased scrutiny on our payment practices.

Mitigations

> Each business unit reviews its cash forecast weekly and monthly, and the Group prepares a detailed daily cash book forecast for the following eight-week period to highlight any risk of intra-month fluctuations.

> These forecasts are reviewed at business unit, division and Group level.

Key risk indicators

> Average month end cash.

Movement in the year

The disposal of the housebuilding divisions means that the balance sheet no longer has debt or associated covenants.

 

However, it has also removed a key lever (the timing and value of land acquisitions and disposals) available to manage cash. Therefore, our cash position is more exposed to unexpected variances from forecast in the construction business.

 

Cash management has been a critical area of management focus throughout the Covid-19 pandemic. Interventions have included maximising the value our clients will certify and pay, chasing down retentions and postponing or cancelling discretionary expenditure.

 

We also introduced more detailed and regular monitoring controls, including divisional and Finance Director review and approval of all supplier payments proposed by business units, as a temporary measure during the onset of the Covid-19 pandemic.

 

 

Project selection

Risk description

We take on the wrong projects, at the wrong price, or on the wrong terms.

Key mitigations

We have robust review and approval controls for bids and contracts including a risk-based heat map tool to ensure that project selection is aligned to our risk appetite.

Key risk indicators

Project margins.

 

Work winning

Risk description

Failure to win work within our target markets and clients.

Key mitigations

We have a centralised, dedicated pre-construction team, focused on securing our place on the most strategically important construction procurement frameworks.

Key risk indicators

Total value of order book.

% of current year's revenue target already secured.

 

Safety

Risk description

Failure to maintain high standards of health and safety performance.

Key mitigations

We have operational controls in place, including an H&S site risk assessment for every site, which are monitored through a regular audit process.

Both the 'Golden Rules' and the award-winning Challenging Beliefs, Affecting Behaviour safety programme help drive a strong safety culture.

Key risk indicators

Accident Frequency Rate.

RIDDORs in past 12 months.

Director safety tours.

 

Quality

Risk description

Failure to deliver high quality, defect-free buildings and infrastructure to our clients.

Key mitigations

Quality control is embedded within the Business Management System policies and procedures, with compliance monitored through a programme of internal audits.

We select competent designers and subcontractors to work with and use specialist consultants at key review stages.

Key risk indicators

Average ageing of retentions.

Average net promoter score.

 

People

Risk description

We do not have a sufficient amount of staff with the skills and experience that we require.

Key mitigations

We undertake regular reviews of remuneration and benefits packages to ensure we remain competitive.

We operate graduate and trainee programmes to develop our own pipeline of talent.

Key risk indicators

Number of vacancies.

Voluntary churn rate %.

 

Regulatory compliance

Risk description

We have a high-profile breach of applicable laws or regulations.

Key mitigations

The Group has comprehensive policies and guidance at every level including the Group's Code of Conduct, mandatory e-learning for all employees, regular legal updates and briefings, six-monthly compliance declarations, and conflicts of interest registers and authorisations.

Key risk indicators

Number of external enforcement cases.

 

Sustainability

Risk description

We fail to keep pace with the sustainability expectations of our key stakeholder groups.

Key mitigations

We have a Stakeholder Steering Committee to engage with and help us understand the priorities of our key stakeholder groups.

We carry out regular engagement with analysts and investors to understand the evolving ESG expectations of the investor community.

Key risk indicators

Carbon dioxide emissions.

Waste per £100,000 of revenue.

 

Cyber security

Risk description

Loss of data from or loss of access to business critical IT infrastructure and applications.

Key mitigations

Tools to protect and monitor our networks and data such as scanning of email attachments to detect and intercept malware.

Key risk indicators

Number of user accounts breached.

Number of successful malware infections.

Viability Statement

As required by provision 31 of the 2018 UK Corporate Governance Code, the Board has assessed the prospects and financial viability of the Group, taking account of the Group's current position and the potential impact of the principal risks to the Group's ability to deliver its business plan. The assessment has been made using a period of three years, which aligns with our normal business planning period and provides reasonable visibility of future revenue from the existing order book. Following the sale of the housebuilding divisions and the recapitalisation of the business, the Group no longer has any debt facilities and associated covenants, therefore viability has been assessed in terms of the headroom against available cash reserves.

The base case for the cash flow projections modelled in our assessment of viability is the budget for the three years from 1 July 2020 which incorporates appropriate contingencies against plausible day-to-day downside risks, primarily the Group's principal risks as disclosed previously. The base case shows average month end net cash growing in line with earnings and assumes that the Group continues to operate without debt facilities. Against this base case, we have stress-tested the forecasts and modelled the impact on cash flow and liquidity of a number of downside scenarios related to our principal risks, including the impact of Covid-19 as well as a combined downside scenario that includes a number of these sensitivities occurring together.

The most significant risks considered in relation to the viability assessment are reductions in the opportunity pipeline, lack of new work winning (albeit the Group is protected by its place on a number of public and regulated sector frameworks), margin erosion, poor project delivery and performance and cash management. The scenarios modelled included reductions in volumes leading to a fall in monthly revenue of up to 25%, delays of up to six months in the recovery of outstanding amounts such as retentions and a general deterioration in working capital performance. We have also specifically modelled the impact of further local and national lockdowns as a result of Covid-19.

As part of the viability assessment, the Board also considered the mitigations and interventions available to manage the impact of one or more of the downside scenarios occurring but has not assumed any potential future assistance from the UK Government such as a new Coronavirus Job Retention Scheme or deferrals to tax payment dates. The base case already includes significant cash contingencies and the Board has considered further mitigating actions that are available to it.

Based on the results of this analysis, the Board has concluded it has a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of its assessment.

Related party transactions

Transactions between the Group and its related parties are disclosed as follows:

 


Sales to related parties

Amounts owed by
related parties

Amounts owed to
related parties

2020
£m

2019
£m

2020
£m

2019
£m

2020
£m

2019
£m

Trading transactions







Related parties

23.1

8.4

35.9

331.6

-

24.8

 


Interest and dividend income from related parties

2020
£m

2019
£m

Non-trading transactions



Related parties

4.5

3.8

 

The related party transactions above (sales to related parties and interest and dividend income from related parties) have been re-presented to reflect only continuing operations. Sales to related parties within discontinued operations amount to £50.3m (2019: £63.7m), interest and dividend income received from related parties amount to £11.1m (2019: £12.7m). Amounts owed by and to related parties have not been re-presented, consistent with the presentation of the balance sheet.

Sales to related parties are based on terms that would be available to unrelated third parties. Amounts owed by related parties consist predominantly of subordinated debt within the PPP and Other Investments portfolio, that if held to maturity would be due over the next 28 years (2019: 29 years). These receivables are unsecured, with interest rates varying between a range of 9% and 12%. Payables are due within one year (2019: one year) and are interest free.

 

Company

Transactions between the Company and its subsidiaries which are related parties, which are eliminated on consolidation, are disclosed as follows:

 


Interest and dividend income from related parties

2020
£m

2019
£m

Non-trading transactions



Subsidiary undertakings

100.0

n/a

 

The Company has provided performance guarantees in respect of certain operational contracts entered into between joint ventures and a Group undertaking.

 

Discontinued operations

 

On 3 January 2020, the Group completed the disposal of the Linden Homes and Partnerships & Regeneration divisions of Galliford Try plc (in addition to certain other assets and liabilities transferred to Vistry Group plc as part of this transaction). This followed the initial steps in this transaction which included the implementation of a Group restructuring and scheme of arrangement under Part 26 of the Companies Act 2006 becoming effective on 2 January 2020. Additionally, with effect from 8:00 a.m. on 3 January 2020, 111,053,489 Galliford Try Holdings plc shares with a nominal value of 50p each, being the entire issued share capital of Galliford Try Holdings plc, were admitted to the premium listing segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange with a corresponding cancellation of all shares of Galliford Try plc (note 30).

 

Further information on the transaction is included in note 1.

As a result of this disposal, the Linden Homes and Partnerships & Regeneration segments have been classified as discontinued operations in accordance with IFRS 5: Non-Current Assets Held for Sale and Discontinued Operations. Accordingly, prior periods in the income statement and the statement of cash flows have been restated to show separately those balances in respect of discontinued operations.

 

Business combinations

 

On 1 July 2019, the Group's Partnerships & Regeneration division acquired Strategic Team Group (STG) for £10.7m (of which £1.8m was deferred), delivering a mature operating platform in Yorkshire and expanding the Group's presence in Cheshire. STG is a well-established regional business with 120 employees and a revenue in its last full year of approximately £60m.

 

The acquisition was of the entire share capital and control of the holding company Strategic Team Group Limited and its trading subsidiary Strategic Team Maintenance Company Limited. STG operates a new homes contracting business and a maintenance and minor works business. The profile and geographical split of its order book provides an excellent strategic fit with a client base known to the Group's Partnerships & Regeneration business and STG is on the Homes England Delivery Partner Panel. These assets and liabilities were transferred to Vistry Group plc on 3 January 2020 as part of the disposal of the housebuilding segments to Vistry Group plc (notes 1 & 9) and is therefore reported within discontinued operations.

 

The goodwill of £6.9m arising from the acquisition is attributable to the acquired workforce of STG. None of the goodwill recognised is expected to be deductible for income tax purposes.

 

Statement of directors' responsibilities

 

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under company law the directors have prepared the Group and Parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU. Under company law, the directors must not approve the financial statements, unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group and Parent Company for that period.

 

In preparing the financial statements, the directors are required to:

 

> select suitable accounting policies and then apply them consistently;

> make judgments and accounting estimates that are reasonable and prudent;

> state whether applicable IFRSs as adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements; and

> prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Parent Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The directors are responsible for the maintenance and integrity of the Group and Parent Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and Parent Company's performance, position, business model and strategy.

 

Each of the directors, whose names and functions are listed on pages 48 and 49 confirms that to the best of their knowledge:

 

> the Parent Company financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Parent Company;

> the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

> the Strategic report contained on pages 1 to 45 includes a fair review of the development and performance of the business and the position of the Group and Parent Company, together with a description of the principal risks and uncertainties that it faces.

In the case of each director in office at the date the Directors' Report is approved:

 

> so far as the director is aware, there is no relevant audit information of which the Group and Group's auditors are unaware; and

> they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group and Group's auditors are aware of that information.

 

 

 

 

 

 

 

 

 

 

For further enquiries:

 

Galliford Try Holdings plc

Kevin Corbett, Company Secretary

01895 855001


Clara Melia, Investor Relations

020 3289 5520

Tulchan Communications

James Macey White

0207 353 4200


Giles Kernick



Amber Ahluwalia


Notes to Editors

Galliford Try Holdings plc is a leading UK construction group listed on the London Stock Exchange. Operating as Galliford Try and Morrison Construction, the group carries out building and infrastructure projects with clients in the public, private and regulated sectors across the UK.

 

 

 

 

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