5 March 2025
BREEDON GROUP
PLC
Annual results
2024
A further year of record
Underlying results; ahead of expectations
BMC integration completed;
encouraging initial contribution
Breedon Group plc (Breedon or the
Group), a leading vertically-integrated construction materials
group in Great Britain, Ireland and the United States, announces
audited results for the year ended 31 December 2024.
|
Statutory
highlights
|
|
Underlying1
highlights
|
|
£m
except where stated
|
2024
|
2023
|
% change
|
|
2024
|
2023
|
% change
|
%
LFL2
|
|
Revenue
|
1,576.3
|
1,487.5
|
6%
|
|
1,576.3
|
1,487.5
|
6%
|
(5)%
|
|
EBITDA3
|
245.8
|
231.8
|
6%
|
|
269.9
|
242.3
|
11%
|
-
|
|
EBITDA3
margin
|
15.6%
|
15.6%
|
-
|
|
17.1%
|
16.3%
|
80bps
|
|
|
EBIT4
|
149.6
|
145.7
|
3%
|
|
173.7
|
156.2
|
11%
|
-
|
|
EBIT4 margin
|
9.5%
|
9.8%
|
(30)bps
|
|
11.0%
|
10.5%
|
50bps
|
|
|
Profit Before Tax
|
125.4
|
134.4
|
(7)%
|
|
150.8
|
144.9
|
4%
|
|
|
Basic EPS5
|
28.1p
|
31.1p
|
(10)%
|
|
34.4p
|
34.0p
|
1%
|
|
|
Dividend per share
|
|
|
|
|
14.5p
|
13.5p
|
7%
|
|
|
Net Debt6
|
|
|
|
|
405.3
|
169.9
|
139%
|
|
Covenant
Leverage7
|
|
|
|
|
1.4x
|
0.5x
|
0.9x
|
|
ROIC8
|
|
|
|
|
9.0%
|
9.9%
|
(90)bps
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL HIGHLIGHTS
Acquisition of BMC and careful cost control mitigated market
headwinds and weather impact
· Revenue increased 6% driven by our entry into the
US
o Volume reduced 6ppt due to significant market headwinds in GB
and poor weather conditions across our geographies
o Resilient pricing contributed 2ppt, enabled by our strong
competitive position
· Underlying EBITDA margin increased 80bps helped by careful
control of costs
Strategic flexibility retained
· Covenant Leverage increased to 1.4x reflecting BMC
acquisition; comfortably within our target range of 1x to
2x
· Leverage reduced 0.2x in the second half due to strong cash
generation and prudent working capital stewardship
· Post-tax ROIC 9.0% reflects the impact of increased corporate
tax rates and ten months ownership of BMC
Total dividend increased to 14.5p; reflecting our confidence
in the future
OPERATING HIGHLIGHTS
Enduring resilience and commitment of Team Breedon delivered
strong operating performance
· GB
revenue decreased 4%; robust surfacing performance, resilient
pricing and deliberate cost management protected profitability,
partially offsetting challenging market conditions which stabilised
in the second half
· Ireland delivered a strong performance; Underlying EBITDA
margin expanded 260bps reflecting the supportive market in RoI,
deliberate focus on growing profitably, increased contribution from
aggregates and disciplined cost management
· BMC
integration successfully completed and delivered an encouraging
initial contribution despite poor weather conditions in the final
quarter. Investment in health, safety and wellbeing delivering
immediate benefits, improving productivity by reducing lost time
injuries
· Cement Underlying EBITDA margin expanded 300bps; volume
stabilised in the second half, underlying pricing progressed and we
successfully delivered three major capital investment
projects
STRATEGIC HIGHLIGHTS
EXPAND: M&A pipeline active across all three
platforms
· Scalable third platform launched with an active pipeline of
opportunities across the Midwest
· First US bolt-on transaction, Building Products, completed in
October
· Completed two downstream bolt-on transactions in GB to
in-fill capability and footprint
IMPROVE: Focus on continual operational and commercial
excellence
· Operational efficiencies and process improvements coupled
with actions to scale capacity appropriately, ensure Breedon is set
fair when markets recover
LENSES: Material progress across the Group
· People:
o Team Breedon; exceptionally high engagement scores sustained
at 78%
· Sustainability:
o 2030 targets upgraded,
reflecting the material progress made in recent years
o Enhanced disclosure and
transparency rewarded; CDP ratings awarded and upgraded (Climate
Change: A-, Water Security: B-). Net zero targets formally
validated by SBTi
o Carbon footprint reduced
further; increasing sales of CEM II cement and Breedon Balance
product range, greater utilisation of alternative fuels
· Finance:
o Disciplined financial
framework underpinning growth; healthy balance sheet and cash flow
sustained
EXPAND: Earnings enhancing acquisition of Lionmark; scaling
and diversifying Breedon US
· Announcing our diversification into asphalt and surfacing in
the US Midwest through the acquisition of Lionmark for US$238m -
see separate announcement issued today at
Investors - Breedon
CURRENT TRADING AND OUTLOOK
Optimally positioned to benefit when construction market
activity improves
· Enquiry levels were healthy towards the end of 2024 and have
remained encouraging in the first two months of 2025
· The
economic landscape in the US is robust while RoI is strong,
benefiting from a budget surplus and net inward
migration
· Optimistic 2024 should represent a floor in construction
market activity in the UK while the broader economic outlook is
less clear
· Our
M&A pipeline remains well-populated and provides exciting
opportunities in each of our geographies and we continue to
prioritise the build-out of our US business
· We
remain focused on self-help and have maintained investment through
the cycle, ensuring Breedon is well-positioned to participate when
market activity improves
Rob Wood, Chief Executive Officer,
remarked:
"2024 was another successful year
for Breedon. We entered the US market, delivered record revenue in
the face of challenging conditions, and took care of our people. I
am extremely proud of what our team has accomplished. What they
deliver is remarkable and does not happen by chance. It takes grit,
resolve and a relentless focus on getting the job done and so I
thank them for 'Making it Happen'.
"When I reflect on another year of
progress at Breedon I am struck by how much we have changed and
improved. We have extended our model downstream and into new
geographies, grown our team and expanded our market position. Even
more striking is what has remained the same. By staying true to our
purpose of making a material difference while living our values, we
have built a bigger and better Breedon.
"Entering 2025 we have three
strong platforms, a first-class team, an abundance of opportunity
and our markets are poised for recovery. Our refreshed Breedon 3.0
strategy means that everything we need for success is now in place
and I am more excited than ever for our future".
This announcement contains inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No. 596/2014, as it forms part of the UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as
amended).
RESULTS PRESENTATION
Breedon will host a results
presentation for analysts and investors at 08:30am today at the
offices of Deutsche Numis, 45 Gresham Street, London EC2V 7BF, or
online via
www.breedongroup.com/investors.
The presentation will be followed by Q&A, where it will be
possible to participate through the following dial-in
details:
Event Title:
|
Breedon Annual Results
2024
|
Start Time/Date:
|
08:30 Wednesday, 5 March 2025 -
please join the event 5-10 minutes prior to scheduled start time.
When prompted, provide the event title
|
Webcast link:
|
https://brrmedia.news/BREE_FY24
|
United Kingdom,
Toll-free:
|
0808 109 0700
|
United Kingdom, Local:
|
+44 (0) 33 0551 0200
|
Confirmation Code:
|
Breedon Full Year Results
|
ENQUIRIES
|
|
Breedon Group plc
|
+44 (0)
1332 694010
|
Rob Wood, Chief Executive
Officer
James Brotherton, Chief Financial
Officer
|
|
Louise Turner-Smith, Head of
Investor Relations
|
+44 (0)
7860 911909
|
MHP
(Public relations adviser)
|
+44 (0)
7595 461231
|
Reg Hoare, Rachel Farrington,
Charles Hirst
|
breedon@mhpgroup.com
|
Notes:
1. Underlying results are stated
before acquisition-related expenses, property gains and losses,
redundancy and reorganisation costs, amortisation of acquired
intangibles, unamortised banking arrangement fee and related tax
items. Prior year included costs associated with the Group's
move from AIM to the Main Market. References to an Underlying
profit measure throughout this announcement are defined on this
basis.
2. Like-for-like reflects reported
values adjusted for the impact of acquisitions and
disposals.
3. Earnings before interest, tax,
depreciation and amortisation.
4. Earnings before interest and tax,
which equates to profit from operations.
5. EPS in the Underlying highlights
is Adjusted Underlying Basic EPS, which is Underlying Basic EPS
adjusted to exclude the impact of non-underlying items.
6. Net Debt including IFRS 16 lease
liabilities.
7. Covenant Leverage is defined as
the ratio of Underlying EBITDA to Net Debt, with both Underlying
EBITDA and Net Debt amended to reflect the material items which are
adjusted by the Group and its lenders in determining leverage for
the purpose of assessing covenant compliance. The only material
adjusting items being the impact of IFRS 16 and a pro-forma
adjustment to include pre-acquisition EBITDA from businesses owned
for less than twelve months.
8. ROIC: post-tax return on average
invested capital.
9. Information for investors,
including analyst consensus estimates, can be found on the Group's
website at
www.breedongroup.com/investors.
Breedon Group plc, a leading
vertically-integrated construction materials group in Great
Britain, Ireland and the United States delivers essential products
to the construction sector. Breedon holds 1.4bn tonnes of mineral
reserves and resources with long reserve life, supplying
value-added products and services, including specialty materials,
surfacing and highway maintenance operations, to a broad range of
customers through its extensive local network of quarries,
ready-mixed concrete and asphalt plants.
The Group's two well-invested
cement plants are actively engaged in a number of carbon reduction
practices, which include utilising alternative raw materials and
lower carbon fuels. Breedon's 4,500 colleagues embody our
commitment to 'Make a Material Difference' as the Group continues
to execute its strategy to create sustainable value for all
stakeholders, delivering growth through organic improvement and
acquisition in the heavyside construction materials market. Breedon
shares (BREE) are traded on the Main Market of the London Stock
Exchange and are a constituent of the FTSE 250 index.
LEI:
213800DQGNQE3X76WS92
LIVING OUR VALUES DELIVERED RESULTS AHEAD OF
EXPECTATIONS
Living our values has never been
more evident than in 2024 when our team 'Made it Happen' in the
face of significant market headwinds, political and economic
instability, and poor weather conditions.
By adhering to a clear objective,
to be a bigger and better Breedon, and through the enduring
resilience and commitment of our first-class team, we delivered
significant strategic and operational milestones across the Group,
contributing to a fourth successive year of record revenue and
delivering Underlying results ahead of expectations.
We created our third platform in
the US, evolved our strategy and upgraded our sustainability
targets. This remarkable outcome was achieved by maintaining a
determined commitment to executing our strategy and a deliberate
focus on operational and commercial excellence.
In March, we entered the US
construction materials market through the acquisition of BMC for an
enterprise value of US$300m. BMC, headquartered in St Louis,
Missouri, supplies ready-mixed concrete, aggregates and building
products. With an entrepreneurial approach and strong growth track
record, the close cultural alignment enabled the smooth integration
of BMC into the Group, delivering an encouraging initial
contribution.
For further detail, turn to the
finance review on page 13.
OUTLOOK
Enquiry levels were healthy
towards the end of 2024 and have remained encouraging in the first
two months of 2025. Weather conditions in all our markets have been
disruptive in early 2025. However, this is traditionally a quieter
period of the year for us.
The economic landscape in the US
is robust while RoI is strong, benefiting from a budget surplus,
falling interest rates and net inward migration. Both regions
benefit from long-term commitments to fund development in
infrastructure. In addition, they each experience structural
housing shortfalls, lack of inventory in the secondary market and
improving affordability at the margin.
While we remain optimistic that
2024 should represent a floor in construction market activity in
the UK, the broader economic outlook is less clear. The
Government's growth agenda is supportive for the construction
materials industry, interest rates have started to fall and the
housing market lacks inventory. However, the catalyst to stimulate
a recovery in confidence and investment is yet to
materialise.
Our M&A pipeline remains well
populated and we have exciting opportunities in each of our
geographies. We continue to prioritise the build out of our US
business in the Midwest and we have scope in GB and Ireland to
expand our regional footprint and downstream activities.
We remain focused on our
operational and commercial excellence programmes and have
maintained investment in our machinery and plant through the cycle.
This will enable us to maximise the productivity and efficiency of
our operations when activity levels improve. While the timing
remains uncertain, when market activity improves Breedon is
optimally positioned to benefit.
STRATEGY REVIEW
Evolving our strategy: Breedon
3.0

Our strategy has evolved at
intervals since Breedon was formed but always with the same simple
principle at its core; deliver profitable growth, by efficiently
providing essential materials to structurally growing end-markets
and executing carefully considered acquisitions in target
geographies.
Key to operating our successful
model are our values. Our intention to 'Keep it Simple' and 'Strive
to Improve' is evident in this evolution of our strategy, Breedon
3.0, where we have simplified and clarified how we will deliver our
next chapter of growth, ensuring our strategy relates directly to
the day-to-day activities of our operational colleagues.
We have retained our emphasis on
profitable growth through the core driving forces of 'Expand' and
'Improve'. Furthermore, the implementation of our strategy is
viewed through the lenses of 'People' - leading our first-class
entrepreneurial team effectively, 'Sustainability' - operating our
business sustainably, and 'Finance' - deploying our capital in
accordance with our disciplined financial framework.
Expand
Breedon is a consolidator and
M&A is at the heart of our strategy. Since formation, we have
built three vertically-integrated platforms in GB, Ireland and,
most recently, the US, unlocking value in the process.
We balance M&A with organic
growth by serving structurally attractive end-markets in
geographies that benefit from long-term growth
prospects.
The launch of our scalable third
platform in the US through the carefully targeted acquisition of
BMC delivers an optimal combination of both these routes to Expand.
Construction starts in the US are forecast to outpace European
construction output in the medium-term, driven by housing and
infrastructure deficits and federally funded stimulus programmes.
In addition, the US is highly fragmented with c.60% of the market
supplied by over 5,000 operators, providing a significant
opportunity to source high-quality assets at fair
valuations.
Our focus in the US in the
medium-term will be on Missouri and the surrounding states, a
region with an economic footprint roughly equivalent to the UK but
with more than double the demand for aggregates. Within that region
we will focus on growing our footprint and building out our
vertically-integrated model. In October 2024, BMC completed its
first transaction under Breedon ownership, acquiring Building
Products, a highly complementary, downstream manufacturer of
masonry blocks and other building products.
The US offers Breedon numerous
opportunities and our objective in the coming decade is to build a
US business of a scale comparable to our combined GB and Ireland
operations.
The prospect for further M&A
in GB and Ireland for bolt-on and downstream transactions remains
compelling, and our M&A pipeline is well populated. In January
2024, we completed the acquisition of Eco-Asphalt, a Merseyside
asphalt supplier strategically located within the region where we
service the National Highways Pavement framework. In April 2024 we
acquired Phoenix Surfacing, enhancing our presence in the Midlands
and reinforcing our regional surfacing, airfields and recycled
asphalt capabilities.
Improve
By bringing the assets we acquire
onto our vertically-integrated platforms, we can unlock
efficiencies, drive innovation and provide our customers with a
reliable and trusted supply chain partner. This continual process
creates a virtuous cycle of enhancement, complementing end-market
growth and M&A with self-help, enabling us to outperform our
markets.
Our valuable mineral reserves and
resources are the lifeblood of our business and replenishing them
requires diligent long-term planning and strong community
relationships. In 2024 our land and minerals team successfully
replenished our mineral reserves and resources, securing planning
consent for extensions at eight quarries, adding 51m tonnes of
mineral assets, significantly ahead of the 27.3m tonnes extracted
in the year.
Our teams utilise proprietary
software to map local markets and track mineral replenishment
requirements far into the future. We have an additional pipeline of
142m tonnes at various stages of development, equivalent to more
than five years of production at current rates.
As a trusted steward of land and
mineral assets, we seek to refine our processes through innovation
and commercial and operational excellence programmes to ensure we
maximise the value of every tonne of material we produce while
minimising the impact on our neighbours and
environment.
By using a broad diagnostics
benchmark of operational efficiency indicators and analysing every
step of the production process from quarry 'face to gate', we
understand each site's unique requirements, enabling us to target
our investment with care. Process reengineering enabled us to
remove the need for contract crushing at Leaton and Cloud Hill
while the development of our Running Equipment Efficiency
Improvement Programme enabled us to increase the utilisation of the
wash plant at Dowlow by 50%.
Our vertically-integrated model
promotes commercial excellence, evident in the success of our GB
surfacing business. Through the close collaboration of our
commercial and site teams we have ensured the reliable provision of
highly technical asphalt with sustainable properties to our growing
airfield surfacing business.
Increasing the use of technology
and innovation is allowing us to unlock efficiencies while
improving safety. By using 'setting out' robots to autonomously
navigate airfield surfacing projects, marking out each stage of
laying asphalt with precision, we increased accuracy and efficiency
while reducing the risk of vehicle interaction. We will
increasingly utilise Artificial Intelligence and virtual reality
for training and quality control, improving outcomes for our people
and our customers.
We view the implementation of our strategy through three
lenses
People: Our people make Breedon
unique
In 2024 we added nearly 600
colleagues through the acquisition of BMC. On completion of the
transaction, enhancing safety practices and procedures took
priority and we saw immediate benefits, not only reducing time lost
to injuries by 80% but also their severity.
Improving the health, safety and
wellbeing of our team is a constant objective and therefore, in
2024 we undertook a greater number of Visible Felt Leadership
visits across the Group. We were pleased to see a direct
improvement in our safety metrics with a reduction in the lost time
injury frequency rate to 3.3 per million hours worked (2023:
3.5).
Replenishing our team through the
early careers route is essential for the future success of the
Group, bringing in fresh talent and perspectives. The apprentice
and industrial placement student programmes have been extremely
successful in recent years, bringing 170 early careers colleagues
into Breedon since 2022, of which 40 joined in the last 12
months.
'Showing we Care' is a value we
live by, particularly with regard to our people. In 2024, we
rewarded our colleagues with a 4% pay rise and implemented
additional management training to enhance our leadership skills.
These actions were acknowledged in our latest engagement survey,
which once again recorded exceptionally high scores for the
construction materials industry with 75% of our colleagues taking
part (2023: 76%), and 78% reporting that they felt engaged (2023:
80%).
Sustainability: Operating
sustainably
Operating our business sustainably
is a strategic imperative and at the forefront of every decision we
take. Breedon has always taken its responsibility to its people and
its communities seriously and we have committed to increase our
disclosure and transparency while working towards reducing our
carbon footprint.
In recognition of the substantial
progress we have made, we were pleased to receive formal validation
of our Group wide carbon reduction targets from SBTi during 2024.
In addition, we were awarded our first CDP ratings, receiving a C
for Water Security and a B for Climate Change. Both ratings have
subsequently been upgraded, and in February 2025 we were awarded B-
for Water Security and A- for Climate Change.
Decarbonising our Cement business
is essential to achieving our net zero objective and we are
targeting every part of our operation that contributes to
CO2 emissions. Both our cement plants made progress to
increase the use of alternative fuels, reaching a blended
replacement rate of nearly 50% while our modern Kinnegad plant at
times achieved 100% utilisation of low carbon alternatives. Our
development of a high-strength, lower carbon CEM II product was
well received by our customers and CEM II now comprises 37% of our
cement sales (2023: 30%).
Carbon capture and storage is an
essential technology to enable the decarbonisation of the cement
production process. During 2024 we made further progress, moving
into the FEED stage (front-end engineering and design) of our plans
to capture CO2 emissions at Hope, exploring different
technologies and engineering solutions to capture our carbon
emissions.
The landmark Peak Cluster carbon
capture and storage project has the potential to decarbonise 40% of
the cement and lime production in the UK and we continue to work
with the Peak Cluster partners towards the next stage of this
exciting project.
In light of the significant
progress we have made towards our sustainability targets, in 2024
we took the opportunity to upgrade our ambitions. We have
accelerated our plans to decarbonise and we are now aiming to
reduce Scope 1 and 2 emissions and Scope 3 emissions from purchased
clinker and cement by 23.3% by 2030 from a 2022 baseline. Creating
social value remains a key objective and we will generate a
cumulative £500m benefit to society by 2030. We will work towards
generating half of our downstream revenue from our Breedon Balance
product range by 2030 (2024: 34%), thereby contributing to a more
sustainable built environment.
Finance: Disciplined financial
framework
Our financial framework governs
how we connect thoughtful capital allocation to strategy,
facilitating multiple routes to growth. By prioritising profitable
growth, through-cycle investment and responsible leverage, the
framework has served us well, ensuring a strong balance sheet,
healthy returns and strategic financial flexibility.
We have multiple investment
opportunities and at Breedon investment is a differentiator. Even
though volumes have declined in each of the past three years, we
deliberately maintained capital investment through the cycle, an
approach that ensures our well-invested assets will be positioned
to respond efficiently when the end-market backdrop
improves.
In 2024 we evolved the suite of
financial targets by which we measure our performance, retaining
our emphasis on profitability and financial flexibility. While we
have maintained the majority of our targets we have modified our
Free Cash Flow conversion measure, reducing the target to 45% to
reflect higher corporate tax rates.
An Underlying EBITDA margin target
range was introduced to complement our existing Underlying EBIT
margin target range. Our cost of borrowing is directly impacted by
our level of Underlying EBITDA and relates to our debt covenant
compliance. M&A transactions predominantly reference an
Underlying EBITDA multiple when assessing valuation. Many of our UK
and International peers report Underlying EBITDA performance as
their primary profit metric. Our primary operating profit
performance measure going forward will be Underlying
EBITDA.
For further detail, turn to the
finance review on page 13.
OPERATIONAL REVIEW
Product volumes
million tonnes except where
stated
|
2024
|
2023
|
Change %
|
LFL
%
|
Aggregates
|
27.3
|
25.7
|
6%
|
(3)%
|
Asphalt
|
3.6
|
3.8
|
(4)%
|
(5)%
|
Cement
|
2.0
|
2.1
|
(5)%
|
(5)%
|
Ready-mixed concrete
(m3)
|
3.3m
|
2.9m
|
11%
|
(11)%
|
Note: Reported percentage movements
are based on non-rounded data.
|
Great Britain
£m except where stated
|
2024
|
2023
|
Change %
|
LFL
%
|
Revenue
|
997.4
|
1,033.8
|
(4)%
|
(6)%
|
Underlying EBITDA
|
131.9
|
138.6
|
(5)%
|
(6)%
|
Underlying EBITDA margin
|
13.2%
|
13.4%
|
(20)bps
|
|
Underlying EBIT
|
78.5
|
86.4
|
(9)%
|
(11)%
|
Underlying EBIT margin
|
7.9%
|
8.4%
|
(50)bps
|
|
Our GB business delivered a
resilient performance in 2024, one of the wettest years on record
when weather conditions presented significant challenges to on-site
activity for us and our customers. With the GB market experiencing
its third consecutive year of volume decline, our first-class team
drew on their extensive experience and strong customer
relationships to manage through the challenging market
conditions.
Infrastructure remained relatively
robust and, while some high-profile civil engineering projects were
cancelled, spending on the maintenance of road, airport, water and
energy infrastructure underpinned sales of aggregates and asphalt
where volumes only declined 5% and 3% respectively on a
like-for-like basis. The downturn in housebuilding activity was
particularly evident in ready-mixed concrete sales, which declined
12% organically.
Challenging conditions were felt
across the construction supply chain and, although the pace of
insolvencies abated towards the end of 2024, the overall level
remained elevated at c.29% above the level seen during
Covid-19.
Notwithstanding the soft market
conditions, our volumes stabilised in the second half with
sequential volumes comparable to the first half. Consequently,
pricing was sustained. Revenue declined 4% to £997.4m (2023:
£1,033.8m) or 6% organically.
Our team took deliberate actions
to manage the cost base and protect profitability, restructuring
the materials business and scaling capacity appropriately. During
the year we closed or mothballed 11 ready-mixed concrete plants,
five quarries and two asphalt plants.
As a result, Underlying EBITDA
reduced 5% to £131.9m (2023: £138.6m) or down 6% organically. In a
business with high operating leverage, it is therefore highly
creditable that our team delivered an Underlying EBITDA margin of
13.2%, a small reduction of 20bps compared to 2023.
We maintained our focus on
self-help throughout the year, partially mitigating the soft market
conditions. We continued to drive our commercial and operational
excellence programmes to streamline processes, maximise efficiency
and enhance customer service and expanded our presence in new
markets with the acquisitions of Eco-Asphalt and Phoenix
Surfacing.
Our surfacing business increased
its airfield maintenance presence, completing high-profile projects
for the Defence Infrastructure Organisation (DIO) and pulling
through a third of the GB Materials asphalt volumes. Working in
close collaboration internally and with our customers we laid
36,000 tonnes of asphalt at RAF Leeming in nine days.
We have built a strong brand in
this niche market, investing carefully in mobile plant and
technology to deliver value and reliability for our customers.
Consequently, we have a healthy airfields pipeline of DIO and
commercial projects with up to five years' visibility.
GB outlook
The market backdrop is stabilising
and we believe 2024 will prove to be a floor for volumes,
particularly in the event of a housebuilding recovery. We have
continued to invest through the cycle, maintaining close customer
relationships, ensuring that when our end-markets return to growth,
our team, and the plant and machinery they operate, are
well-positioned to respond efficiently and reliably.
Ireland
£m except where stated
|
2024
|
2023
|
Change %
|
LFL
%
|
Revenue
|
233.4
|
235.5
|
(1)%
|
(2)%
|
Underlying EBITDA
|
41.5
|
35.9
|
16%
|
14%
|
Underlying EBITDA margin
|
17.8%
|
15.2%
|
260bps
|
|
Underlying EBIT
|
33.6
|
29.0
|
16%
|
14%
|
Underlying EBIT margin
|
14.4%
|
12.3%
|
210bps
|
|
Our business in Ireland delivered
a strong performance in 2024. RoI benefited from positive market
conditions driven by the budget surplus and investment in housing
and infrastructure while the return of the governing Assembly in NI
contributed to an improvement in sentiment.
Furthermore, actions taken in
recent years to restructure and rebrand our Irish business,
reinvigorate the leadership team and enhance the contribution from
aggregates came to the fore during the year, driving volume and
enhancing profitability.
Increasing the supply of our own
mineral assets through our downstream operations has been a
strategic priority in Ireland. In 2024 we once again enhanced our
contribution from aggregates by recommissioning dormant quarries
and acquiring well-located assets.
We secured extensions at three
existing quarries, submitted plans for two new strategically
located asphalt plants and a recycled asphalt planings hub, and are
preparing three new renewable energy projects.
Our sites are well positioned to
serve infrastructure projects across Ireland and the steep rise in
house building activity benefited our operations in RoI. We
supplied high-profile infrastructure projects such as the Celtic
Interconnector and end-uses such as high-speed road networks and
rail ballast which require a specific high-value aggregates
specification that quarries in our portfolio provide. Consequently,
aggregates volumes in Ireland increased 11%, or 8% on a
like-for-like basis. Since acquisition our aggregates volumes in
Ireland have increased on average by 9% per year.
In 2024 we tendered for c.600 road
maintenance schemes and delivered multiple high-speed framework
projects and contracts for Dublin Airport. In NI, although the
political backdrop stabilised, the phased return to work of the
civil service presented some challenges in progressing the letting
of framework contracts, which in turn impacted activity levels.
This, together with our more structured approach to the tendering
of contracts led to 11% lower asphalt volumes in Ireland across the
year.
Due to our leading market
positions and reputation for high quality service, pricing was
sustained. Revenue was stable at £233.4m (2023: £235.5m) or down 2%
on a like-for-like basis after adjusting for the acquisition of
Robinsons in May 2023.
Growing profitably is a guiding
principle of our strategy and we have continued to review the
optimal configuration of the division. During 2024, we took further
steps to enhance profitability, increasing the contribution from
aggregate sales, reducing headcount and selectively tendering for
projects.
These deliberate actions resulted
in Underlying EBITDA of £41.5m, an increase of 16%, or 14% on an
organic basis, and delivered an Underlying EBITDA margin of 17.8%,
an increase of 260bps.
Ireland outlook
The political and economic
landscape in RoI is supportive where the Government operates a
budget surplus and net inward migration is driving population
growth and the need to invest in housing and infrastructure. In NI,
while sentiment has improved, the economic outlook remains less
clear. There are a number of large infrastructure projects coming
to market in 2025 and we are well positioned to benefit. Our
M&A pipeline is well populated and active discussions are
ongoing.
United States
£m except where stated
|
2024
|
2023
|
Change %
|
Revenue
|
132.5
|
-
|
-
|
Underlying EBITDA
|
24.8
|
-
|
-
|
Underlying EBITDA margin
|
18.7%
|
-
|
-
|
Underlying EBIT
|
16.4
|
-
|
-
|
Underlying EBIT margin
|
12.4%
|
-
|
-
|
In March 2024, we delivered a
transformational strategic objective. Our third geographic platform
was established through the acquisition of BMC which provides us
with a solid foundation for growth in the US construction materials
market.
BMC's culture is closely aligned
to Breedon. Our entrepreneurial US team are close to their local
markets, operating an aggregates-led vertically-integrated model,
pulling our own material through our ready-mixed concrete plants.
BMC is a consolidator and has been built through many transactions,
with an ambitious pipeline of target opportunities.
The integration of BMC has been
completed quickly and successfully and, in its first ten months
under Breedon's ownership, BMC delivered an encouraging initial
contribution despite poor weather conditions in the final quarter
impacting volumes. Due to the supportive level of underlying demand
and healthy backlogs, pricing throughout the year was positive. BMC
contributed revenue of £132.5m and Underlying EBITDA of £24.8m in
the period since 7 March. Underlying EBITDA margin of 18.7% absorbs
certain additional operating costs including investment in
improving health, safety and wellbeing outcomes.
Ensuring our colleagues return
Home Safe and Well each day is our highest priority. While BMC had
already committed to improve its safety practices, following
completion we increased the emphasis on safety culture, introducing
new protocols while investing in equipment and training to enhance
safety outcomes. These actions delivered immediate benefits,
improving productivity by reducing days lost to injuries by
80%.
Our M&A pipeline is well
populated, active and focused on those states surrounding Missouri
that we define as the Midwest. Since completing our entry to the
US, we are considered to be a credible acquirer, and our expanded
pipeline has been complemented by inbound interest.
During October BMC completed its
first transaction under Breedon's ownership, acquiring a building
products and masonry manufacturer in Western Illinois. Building
Products is highly complementary to our downstream products
business and generates revenue of c.US$9.0m per annum.
United States outlook
The economic and political
backdrop in the US is supportive. Residential construction is
underpinned by regional population growth and urbanisation while
infrastructure and industrial end-markets have been significantly
under-invested and benefiting from the recent introduction of new
federal and state funding programmes. Falling interest rates and
major infrastructure projects should continue to support growth in
the future.
Cement
£m except where stated
|
2024
|
2023
|
Change %
|
Revenue
|
309.2
|
331.2
|
(7)%
|
Underlying EBITDA
|
88.2
|
84.5
|
4%
|
Underlying EBITDA margin
|
28.5%
|
25.5%
|
300bps
|
Underlying EBIT
|
58.5
|
55.2
|
6%
|
Underlying EBIT margin
|
18.9%
|
16.7%
|
220bps
|
The positivity and commitment of
our first-class team were exemplary in 2024 and they delivered a
strong performance. By adhering to our core strategic priority to
Improve and focusing on excellence, they enabled Cement to deliver
a significant improvement in Underlying EBITDA margin in the face
of considerable market headwinds and challenging weather
conditions.
Infrastructure end-market demand
remained resilient in 2024. However, the slow-down in house
building in GB had a material impact on cement demand, resulting in
a reduction in volume for the division as a whole of 5% during the
period. Volumes for the division stabilised as the year progressed
and production in the second half was comparable to that achieved
in the first half.
With the cement market entering a
third year of declining volumes, ensuring we provide the highest
quality product, and most reliable service, has never been more
important. Although the headline price of cement reduced 1%,
reflecting the removal of carbon surcharges due to the lower cost
of carbon emission allowances, we remained agile and close to our
customers, enabling us to progress underlying pricing.
We recorded revenue of £309.2m
(2023: £331.2m) during the period, a decrease of 7%. Despite this,
through the careful management of our cost base, Underlying EBITDA
increased 4% to £88.2m (2023: £84.5m), expanding Underlying EBITDA
margin by 300bps to 28.5%.
Both our plants operate at
world-class levels of kiln reliability, exceeding 94% uptime due to
our diligent monitoring and proactive approach to maintenance.
While Hope sustained high levels of performance, Kinnegad once
again improved its reliability. Planned kiln maintenance completed
on time and within budget in all cases.
Kinnegad, the most modern plant in
Ireland, successfully trialled new materials as alternative fuels.
The team achieved average fossil fuel replacement of 81%, at times
reaching 100% when feed stock availability allowed. Hope continued
to increase the mix of alternative fuels enabling Cement to achieve
a combined rate of nearly 50% fossil fuel replacement.
During the year, Hope, the largest
cement plant in GB, progressed two major capital improvement
projects alongside its annual programme of maintenance and capital
investments. The primary crusher was replaced, having been in
service since 1950. The ARM project, which will enable the import
of secondary materials from our Welsh Slate sites, approached its
conclusion ahead of commissioning in spring 2025.
At Kinnegad, the new 17MW solar
farm neared completion ahead of commissioning in spring 2025. We
commenced the construction of a new bagging plant adjacent to the
existing site which will begin operation in the first half of 2025
and improve our competitive position in the bagged cement
market.
Cement outlook
The fortunes of the cement market
are influenced by the outlook for housing. Housebuilding activity
in RoI is accelerating and, with a strong commitment from the UK
Government to unlock planning, combined with falling interest rates
and improving affordability, we expect 2024 should represent a
floor in construction materials activity.
FINANCE REVIEW
Breedon delivered a further year
of balanced financial performance during 2024 with robust pricing
and a focus on operational excellence more than offsetting the
impact of a challenging GB market.
Revenue for the Group increased by
6% to £1,576.3m (2023: £1,487.5m), supported by our entry into the
US and price actions. Like-for-like Revenue for the year decreased
5% (2023: increase of 4%) with 6% of the decrease due to lower
volumes, partially offset by a 2% favourable impact from
price.
Revenue growth in the year was
more weighted to the second half increasing by 3% in the first six
months and 9% in the second when compared with the equivalent
periods in 2023. The second half benefited from a full
contribution from BMC and a modest improvement in GB trading
conditions compared with 2023.
Underlying EBITDA increased by 11%
to £269.9m (2023: £242.3m), helped by good
cost control and operational self-help measures across each of the
divisions. The Group's Underlying EBITDA margin for the year
increased to 17.1% (2023: 16.3%), assisted by the higher margins
generated in BMC and the significantly improved margin in
Ireland. Our Underlying EBITDA margin is now only slightly
below our threshold target of 17.5%.
On a statutory basis, Group profit
from operations of £149.6m increased by £3.9m from £145.7m in
2023.
Impact of acquisitions
In addition to the acquisition of
BMC for an enterprise value of US$300m during 2024, we also
completed three smaller bolt-on transactions for an aggregate
enterprise value of £28.8m (2023: three transactions; aggregate
enterprise value £22.0m).
In the ten month period under our
ownership BMC contributed £132.5m to revenue and £24.8m to
Underlying EBITDA. The incremental impact of the other bolt on
acquisitions completed in 2023 and 2024 was a contribution to
revenue of £26.7m and to Underlying EBITDA of £2.7m during the
year.
Joint ventures
Our share of profit from our
associate and joint ventures was higher at £3.5m (2023: £2.6m),
helped by a stronger performance in 2024 from BEAR
Scotland.
Interest
Finance costs in the year
increased to £25.4m (2023: £13.9m) principally due to interest
payable on the additional debt drawn to fund the acquisition of BMC
together with the write-off of capitalised fees relating to the
Group's previous RCF that was refinanced in the year.
Non-underlying items
There were £24.1m (2023: £10.5m)
of non-underlying items which impacted profit from operations
during the period. Key components included £10.2m (2023: £0.9m) of
acquisition-related expenses, and £12.5m (2023: £6.0m) amortisation
of acquired intangibles. Redundancy and reorganisation costs of
£1.3m (2023: nil) relate to an operational efficiency programme
implemented in response to trading conditions in some of our
markets.
Tax
The Group recorded an Underlying
tax charge of £32.7m (2023: £29.5m) at an effective rate of 21.7%
(2023: 20.4%). The change in the effective rate is due to increases
in the statutory UK corporation tax rate combined with the evolving
geographic distribution of the Group's trading
activities.
The statutory tax charge,
calculated relative to statutory profit before tax and inclusive of
deferred tax rate changes, was £29.1m (2023: £28.8m), equivalent to
an effective tax rate of 23.2% (2023: 21.4%).
From 1 January 2024, the Group
falls within scope of the Pillar Two Model Rules ('Pillar Two').
The impact of Pillar Two is limited to the Group's taxable profits
generated in the Republic of Ireland, where the tax rate is 12.5%,
resulting in a top up charge of £0.6m that
has been recorded in the income statement.
Earnings per share
Statutory Basic EPS decreased to
28.1p (2023: 31.1p) primarily due to the significant non-underlying
expenses recognised in the period and Adjusted Underlying Basic
Earnings per Share increased fractionally to 34.4p (2023:
34.0p). The acquisition of BMC is estimated to have been
accretive to 2024 Adjusted Underlying Basic Earnings per Share by
c.2%, around twelve months ahead of schedule.
The Group has no significant
dilutive instruments, and diluted EPS measures closely track
non-diluted measures for both the current and prior
year.
Return on invested
capital
Post-tax ROIC was lower in 2024 at
9.0% (2023: 9.9%). ROIC was impacted by the GB trading performance,
short-term dilution from the BMC acquisition and the structural
impact of increased corporate tax rates. We remain confident in our
ability to deliver a ROIC ahead of our target of 10% in the medium
term once volumes in our key markets recover.
Statement of financial
position
Net assets at 31 December 2024
were £1,170.6m (2023: £1,110.7m). Increases in total assets of
£2,114.0m (2023: £1,872.8m) and total liabilities £943.4 (2023:
£762.1m) were principally driven by the acquisition of BMC which
was predominantly cash and debt funded.
Impairment review
We completed our annual impairment
review of cash generating units containing goodwill and retain
comfortable levels of headroom relative to the carrying value of
our asset base. As well as our continued consideration of the
impacts of climate change on impairment testing; in light of the
ongoing challenging market conditions in GB we applied further
sensitivities to our GB forecasts. The Directors remain of
the view that there are no reasonably possible changes to
assumptions which would result in an impairment charge being
recognised.
Input cost and hedging
strategy
Our strategy in the UK and RoI is
to hedge substantially all energy and carbon requirements for at
least one year in advance, with further layered purchases extending
into future years, to deliver near-term cost certainty,
particularly for our cement plants. Our US business does not
include a cement plant and so its energy requirements are
materially lower than the UK and Ireland.
A proportion of our bitumen
requirements are hedged in the short-term, typically for larger
contracts where pricing is agreed up front. Our remaining bitumen
purchases are made at spot as are purchases of other
fuels.
Free Cash Flow
Free Cash Flow before major
capital investment projects was £114.1m (2023: £94.8m). In 2024
material capital investment projects totalled £23.4m (2023: £nil)
and comprised three projects consisting of the ARM and primary
crusher projects at Hope and the solar farm at Kinnegad.
Working capital management
remained disciplined and meant that our Free Cash Flow conversion
rate (Free Cash Flow as a percentage of Underlying EBITDA) improved
to 42%, just behind our medium-term target of 45%.
In total, net capital expenditure
increased by £22.2m to £125.6m (2023: £103.4m) comprising capital
investment of £131.3m (2023: £106.8m), offset by £5.7m of proceeds
from specific asset disposals (2023: £3.4m). This represents around
132% of the Group's depreciation charge and demonstrates our
commitment to use investment as a differentiator for Breedon
through the cycle.
Over the last five years, average
Free Cash Flow conversion has been 53%.
Net Debt
Net Debt increased by £235.4m to
£405.3m as at 31 December 2024 (2023: £169.9m), with the increase
largely driven by the acquisition of BMC which was principally
funded through our existing debt facilities and use of surplus cash
balances.
Net Debt includes IFRS 16 lease
liabilities of £48.7m (2023: £48.0m). Covenant Leverage at the
year-end was 1.4x (2023: 0.5x), well within our target range of 1x
to 2x and 0.2x lower than reported at the half year.
Refinancing of borrowing
facilities
During the year, the Group
completed the refinancing of its RCF, increasing the facility size
from £350m to £400m and retaining the option of a further £100m
accordion. The amended facility secures access to longer-term
finance, running for an initial four-year period to at least July
2028, and offers an incremental reduction in ongoing debt service
costs.
Fees and expenses capitalised in
connection with the refinancing amounted to £2.3m and will be
amortised over the amended life of the facility. Capitalised fees
of £1.3m relating to the previous facility have been expensed to
the income statement as a non-underlying interest cost.
The remaining facilities available
to the Group comprise the £250m USPP, issued in 2021, which
provides long-term financing at low fixed interest rates with an
average fixed coupon of approximately 2%. At 31 December 2024 the
USPP comprised £170m sterling and £80m drawn in euro, with a
maturity profile between 2028 and 2036. Our borrowing facilities
are subject to leverage and interest cover covenants which are
tested half-yearly, and we remained fully compliant with all
covenants during the year.
The Group maintains a strong
liquidity position and at 31 December 2024 had total available
liquidity of over £275m comprising undrawn borrowing facilities of
over £250m together with cash and cash equivalents of
£28.9m.
Subsequent to the year end, the
Group issued an additional €95m under its USPP loan note programme.
The proceeds from the issuance were used to pay down its existing
RCF balances, increasing the level of committed funds available for
drawing under the RCF. The notes have maturities of between five
and seven years, with a fixed interest rate of approximately
4%.
Dividend
Subject to shareholder approval at
the AGM, we intend to pay an increased total dividend in respect of
the 2024 financial results of 14.5p (2023: 13.5p). An interim
dividend of 4.5p (2023: 4.0p) was paid on 1 November 2024 and, a
final dividend of 10.0p per ordinary share will be paid on 16 May
2025 to shareholders who are on the Register of Members at the
close of business on 4 April 2025. The ex-dividend date is 3 April
2025. The latest date for registering for the Company's DRIP is 22
April 2025, further details of how to join the DRIP are available
on the Company's website.
This delivers a payout ratio of
42% (2023: 40%) of Adjusted Underlying Basic EPS, slightly ahead of
our committed target payout ratio. Since starting to pay a dividend
in 2021, we have declared nearly £160m of cash dividends to
shareholders.
Dividends are recorded in the
financial statements of the accounting period in which they are
declared. Accordingly, dividend payments to Breedon Group
shareholders amounting to £48.1m (2023: £37.3m) have been
recognised in the 2024 financial statements.
Tax strategy
Breedon's tax strategy governs our
approach to tax compliance, and is underpinned by the following
principles:
· To
comply with all relevant tax regulations.
· To
ensure ethical tax practice is maintained and tax planning is
undertaken responsibly.
· To
engage proactively and transparently with relevant tax
authorities.
· To
manage tax risks effectively and maintain a high standard of tax
governance.
Our tax strategy is reviewed
periodically by the Audit & Risk Committee on behalf of the
Board, and full details can be found on our website at
www.breedongroup.com/policies.
During the year we complied with
our stated tax strategy and made a significant contribution to the
economies in which we operate through payments of taxation.
In 2024 the total taxes borne or collected by the Group amounted to
c. £200m (2023: c.£210m).
Capital allocation
Conservative and disciplined
financial management and the maintenance of a strong balance sheet
are at the core of our thoughtful approach to capital allocation.
The Board will always seek to deploy the Group's capital
responsibly, focusing on organic investment in our business to
ensure that our asset base is well invested.
We will look to pursue further
selective acquisitions which will accelerate our strategic
development and that we are confident will create long-term value.
This conservative approach to financial management enables us to
pursue capital growth for our shareholders through active
development of our business, while supporting our progressive
dividend policy.
Technical guidance 2025 post
Lionmark transaction
Depreciation: c.£115m.
Net interest expense:
c.£35m.
Group tax rate c.23%.
NIC and minimum/living wage; c.£5m
full year impact.
Capital expenditure: £125m to
£135m.
Working capital outflow: £20m to
£30m.
Cash interest payment:
c.£35m
2025 cash cost of dividends:
c.£50m.
RISK
The Group's principal risks that
might adversely impact the Group are:
Strategic
|
Operational
|
· Acquisitions and material capital projects
|
· Competition
|
· Climate change
|
· Failure of a critical asset
|
· Land
and mineral management
|
· Health and safety
|
· Markets
|
· IT
and cyber security
|
· People
|
· Laws, regulation and governance
|
Financial
|
· Supply chain and input costs
|
· Treasury
|
|
Further details of the principal
risks facing the Group for the year ended 31 December 2024 are set
out in the Group's Annual Report and Accounts which will be made
available on the Group website once published.
The Board consider that these are
the risks that could impact the performance of the Group in the
current financial year. The Board continues to manage these risks
and to mitigate their expected impact.
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for
preparing the Annual Report and the Group and parent Company
financial statements in accordance with applicable law and
regulations.
Company law requires the directors
to prepare Group and parent Company financial statements for each
financial year. Under that law they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and have
elected to prepare the parent Company financial statements in
accordance with UK accounting standards and applicable law,
including FRS 101 Reduced Disclosure Framework.
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 Group's profit or loss for that
period. In preparing each of the Group and parent Company financial
statements, the directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make
judgements and estimates that are reasonable, relevant, and
reliable and, in respect of the parent Company financial statements
only, prudent;
· for
the Group financial statements, state whether they have been
prepared in accordance with UK-adopted international accounting
standards;
· for
the parent Company financial statements, state whether applicable
UK accounting standards have been followed, subject to any material
departures disclosed and explained in the parent Company financial
statements;
· assess the Group and parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
· use
the going concern basis of accounting unless they either intend to
liquidate the Group or the parent Company or to cease operations or
have no realistic alternative but to do so.
The directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the parent Company's transactions and disclose with
reasonable accuracy at any time the financial position of the
parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are responsible
for such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material
misstatement, whether due to fraud or error, and have general
responsibility for taking such steps as are reasonably open to them
to safeguard the assets of the Group and to prevent and detect
fraud and other irregularities.
Under applicable law and
regulations, the directors are responsible for preparing a
Strategic report, Directors' report, Directors' Remuneration report
and Corporate Governance statement that complies with that law and
those regulations.
In accordance with Disclosure
Guidance and Transparency Rule (DTR) 4.1.16R, the financial
statements will form part of the annual financial report prepared
under DTR 4.1.17R and 4.1.18R. The auditor's report on these
financial statements provides no assurance over whether the annual
financial report has been prepared in accordance with those
requirements.
The directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the company's website. Legislation in the
UK governing the preparation and dissemination of financial
statements may differ from legislation in other
jurisdictions.
Responsibility statement of the
directors in respect of the annual financial report
We confirm that to the best of our
knowledge:
· the
financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
company and the undertakings included in the consolidation taken as
a whole; and
· the
strategic report includes a fair review of the development and
performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
We consider 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's position and performance, business model and
strategy.
Rob Wood
|
James Brotherton
|
Chief Executive Officer
|
Chief Financial Officer
|
5 March 2025
|
|
condensed Consolidated Income
Statement
for the Year ended 31 December
2024
|
2024
|
2023
|
|
Underlying
|
Non-underlying*
(note
4)
|
Total
|
Underlying
|
Non-
underlying*
(note 4)
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Revenue
|
1,576.3
|
-
|
1,576.3
|
1,487.5
|
-
|
1,487.5
|
Operating expenses
|
(1,406.1)
|
(24.1)
|
(1,430.2)
|
(1,333.9)
|
(10.5)
|
(1,344.4)
|
Group operating profit
|
170.2
|
(24.1)
|
146.1
|
153.6
|
(10.5)
|
143.1
|
Share of profit of associate and
joint ventures
|
3.5
|
-
|
3.5
|
2.6
|
-
|
2.6
|
Profit from operations
|
173.7
|
(24.1)
|
149.6
|
156.2
|
(10.5)
|
145.7
|
Financial income
|
1.2
|
-
|
1.2
|
2.6
|
-
|
2.6
|
Financial expense
|
(24.1)
|
(1.3)
|
(25.4)
|
(13.9)
|
-
|
(13.9)
|
Profit before taxation
|
150.8
|
(25.4)
|
125.4
|
144.9
|
(10.5)
|
134.4
|
Tax at effective tax
rate
|
(32.7)
|
3.6
|
(29.1)
|
(30.2)
|
1.4
|
(28.8)
|
Taxation
|
(32.7)
|
3.6
|
(29.1)
|
(30.2)
|
1.4
|
(28.8)
|
Profit for the year
|
118.1
|
(21.8)
|
96.3
|
114.7
|
(9.1)
|
105.6
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
Breedon Group
shareholders
|
118.0
|
(21.8)
|
96.2
|
114.6
|
(9.1)
|
105.5
|
Non-controlling
interests
|
0.1
|
-
|
0.1
|
0.1
|
-
|
0.1
|
Profit for the year
|
118.1
|
(21.8)
|
96.3
|
114.7
|
(9.1)
|
105.6
|
* Non-underlying items represent
acquisition-related expenses, property gains or losses, redundancy
and reorganisation costs, amortisation of acquired intangibles,
unamortised banking arrangement fee and related tax items. The
prior year also included the costs associated with the Group's move
from the AIM to Main Market.
|
Earnings per share
|
|
|
|
|
|
|
Basic
|
|
|
28.1p
|
|
|
31.1p
|
Diluted
|
|
|
28.0p
|
|
|
31.0p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends in respect of the
year
|
|
|
|
|
|
|
Dividend per share
|
|
|
14.5p
|
|
|
13.5p
|
condensed Consolidated Statement of
Comprehensive Income
for the year ended 31 december
2024
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Profit for the year
|
96.3
|
105.6
|
|
|
|
Other comprehensive
(expense)/income
Items which may be reclassified subsequently to profit and
loss:
|
|
|
Foreign exchange differences on
translation of foreign operations, net of hedging
|
(6.0)
|
(4.1)
|
Effective portion of changes in
fair value of cash flow hedges
|
0.8
|
(0.7)
|
Taxation on items taken directly to
other comprehensive income
|
-
|
0.1
|
|
|
|
Other comprehensive expense for the
year
|
(5.2)
|
(4.7)
|
|
|
|
Total comprehensive income for the
year
|
91.1
|
100.9
|
|
|
|
|
|
|
Total comprehensive income for the
year is attributable to:
|
|
|
Breedon Group
shareholders
|
91.0
|
100.8
|
Non-controlling
interests
|
0.1
|
0.1
|
|
91.1
|
100.9
|
|
|
|
condensed Consolidated Statement of
Financial Position
at 31 December 2024
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Non-current assets
|
|
|
Property, plant and
equipment
|
939.1
|
817.2
|
Right-of-use assets
|
46.5
|
45.1
|
Intangible assets
|
686.3
|
520.2
|
Investment in associate and joint
ventures
|
15.0
|
14.5
|
Trade and other
receivables
|
-
|
0.9
|
Total non-current assets
|
1,686.9
|
1,397.9
|
Current assets
|
|
|
Inventories
|
135.7
|
120.1
|
Trade and other
receivables
|
261.0
|
227.9
|
Current tax receivable
|
1.5
|
-
|
Cash and cash
equivalents
|
28.9
|
126.9
|
Total current assets
|
427.1
|
474.9
|
Total assets
|
2,114.0
|
1,872.8
|
Current liabilities
|
|
|
Interest-bearing loans and
borrowings
|
(8.7)
|
(8.1)
|
Trade and other
payables
|
(283.6)
|
(278.6)
|
Current tax payable
|
-
|
(0.1)
|
Provisions
|
(30.0)
|
(8.8)
|
Total current
liabilities
|
(322.3)
|
(295.6)
|
Non-current liabilities
|
|
|
Interest-bearing loans and
borrowings
|
(425.5)
|
(288.7)
|
Provisions
|
(91.4)
|
(85.8)
|
Deferred tax
liabilities
|
(104.2)
|
(92.0)
|
Total non-current
liabilities
|
(621.1)
|
(466.5)
|
Total liabilities
|
(943.4)
|
(762.1)
|
Net assets
|
1,170.6
|
1,110.7
|
|
|
|
Equity attributable to Breedon
Group shareholders
|
|
|
Share capital
|
3.4
|
3.4
|
Share premium
|
2.0
|
0.7
|
Hedging reserve
|
0.3
|
(0.5)
|
Translation reserve
|
(9.7)
|
(3.7)
|
Merger reserve
|
92.7
|
80.5
|
Retained earnings
|
1,081.5
|
1,030.0
|
Total equity attributable to
Breedon Group shareholders
|
1,170.2
|
1,110.4
|
Non-controlling
interests
|
0.4
|
0.3
|
Total equity
|
1,170.6
|
1,110.7
|
5
Taxation (continued)
Reconciliation of effective tax rate
|
|
|
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Profit before
taxation
|
125.4
|
134.4
|
|
|
|
|
|
Tax at the Company's
domestic rate of 25.0% (2023: 23.5%)
|
31.4
|
31.6
|
|
Difference between Company
and subsidiary statutory tax rates
|
(5.8)
|
(4.0)
|
|
Expenses not deductible for
tax purposes
|
3.2
|
1.4
|
|
Income from associate and
joint ventures already taxed
|
(0.8)
|
(0.5)
|
|
Change in deferred tax
rate
|
-
|
0.7
|
|
Pillar Two top up
charge
|
0.6
|
-
|
|
Other
|
0.5
|
0.1
|
|
Adjustment in respect of
prior years
|
-
|
(0.5)
|
|
Total tax charge
|
29.1
|
28.8
|
|
The Company is tax resident in the
UK, with a 25.0% (2023: 23.5%) tax rate. The Group's subsidiary
operations pay tax at a rate of 25.0% (2023: 23.5%) in the UK and
12.5% (2023: 12.5%) in RoI. US subsidiary operations pay tax at the
federal tax rate of 21% together with state income tax, resulting
in a blended statutory rate of c. 25%.
Excluding the impact of
non-underlying items, the Group's Underlying effective tax
rate is 21.7% (2023: 20.4%). Including these items,
the Group's reported tax rate for the year is 23.2% (2023:
21.4%).
Global Minimum Corporate Tax Framework
From 1 January 2024, the Group is
within scope of the Global Minimum Corporate Tax rate of 15%
('Pillar Two' rules). The impact of these new rules on the Group is
limited to the Group's taxable profits generated in the Republic of
Ireland, where the tax rate is 12.5%, resulting in a top up charge
of £0.6m.
In accordance with the mandatory
exception under Amendments to IAS 12, the Group has not remeasured
deferred tax assets and liabilities as a result of the
implementation of the Pillar Two rules.
6
Interest-bearing loans and borrowings
Net Debt
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Cash and cash
equivalents
|
28.9
|
126.9
|
Current borrowings
|
(8.7)
|
(8.1)
|
Non-current borrowings
|
(425.5)
|
(288.7)
|
Net Debt
|
(405.3)
|
(169.9)
|
IFRS 16 lease
liabilities
|
48.7
|
48.0
|
Net Debt (excluding IFRS 16)
|
(356.6)
|
(121.9)
|
Analysis of borrowings between current and
non-current
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Lease liabilities
|
8.7
|
8.1
|
Current borrowings
|
8.7
|
8.1
|
|
|
|
Bank and USPP debt
|
385.5
|
248.8
|
Lease liabilities
|
40.0
|
39.9
|
Non-current borrowings
|
425.5
|
288.7
|
6
Interest-bearing loans and borrowings (continued)
During the year, the Group
completed the refinancing of its RCF, increasing the facility size
from £350m to £400m and retaining the option of a further £100m
accordion. The amended facility secures access to longer-term
finance, running for an initial four-year period to at least July
2028, and offers an incremental reduction in ongoing debt service
costs. The Group's borrowing facilities as at 31 December 2024 also
comprise a £250m USPP.
Interest on the RCF is calculated
as a margin referenced to the Group's Covenant Leverage plus SONIA,
SOFR or EURIBOR according to the currency of borrowing. Interest on
the RCF was charged in the period at margins of between 1.65% and
1.75%.
The USPP was issued in 2021 with
an average fixed coupon of approximately 2% and comprises £170m
sterling and £80m drawn in euro, with a maturity profile between
2028 and 2036.
Fees and expenses incurred in
connection with the refinancing amounted to £2.3m and will be
amortised over the amended life of the facility. In line with IFRS
9, the refinancing has been treated as an extinguishment of the
previous RCF. Prepaid fees of £1.3m, which had been held on the
balance sheet in relation to the old facility, have been expensed
to the income statement during 2024 as a non-underlying interest
expense.
Borrowing facilities are subject
to leverage and interest cover covenants which are tested
half-yearly. The Group remained fully compliant with all covenants
during the year.
7
Stated and share capital
Share capital
All shares issued by Breedon are
ordinary shares which have a par value of £0.01 and are fully paid.
The Company has no limit to the number of shares which may be
issued.
The holders of ordinary shares are
entitled to receive dividends as declared and are entitled to one
vote per share at meetings of the Company.
Movements during 2024:
The Company issued 0.5 million
shares for cash raising £1.3m in connection with the exercise
of certain savings-related share options, with £1.3m
recognised as share premium. The Company issued 0.3 million
shares for non-cash consideration of 1.0p per share, satisfied
through the capitalisation of retained earnings, in connection with
the vesting of awards under the Performance Share
Plans.
In addition, 3.2m of ordinary
shares were issued to the vendor of BMC, with £12.2m being
recognised within the merger reserve.
|
|
|
Number of ordinary shares
(m)
2024
|
Issued ordinary shares at beginning of
year
|
339.7
|
Issued in connection
with:
|
|
Exercise of savings-related
share options
|
0.5
|
Issued on acquisition of BMC
(note 9)
|
3.2
|
Vesting of Performance Share
Plan awards
|
0.3
|
As at 31 December
2024
|
343.7
|
|
|
Movements during 2023:
Corporate Reorganisation
In connection with the Group's move
from AIM to the Premium Segment of the Main Market of the London
Stock Exchange during the first half of 2023, a new holding company
for the Group was established ('New Breedon'), which replaced the
previous parent company of the Group, Breedon Group Limited ('Old
Breedon'). New Breedon obtained control of the Group on 17 May 2023
via a court approved scheme of arrangement (the 'Corporate
Reorganisation'). Under the scheme arrangement, shares were issued
in exchange for all the shares in Old Breedon at a ratio of one
share in New Breedon to five shares in Old Breedon. The difference
between Stated Capital and Share Capital was recognised as a Merger
Reserve.
Other movements during 2023
The Company issued 0.2 million
shares for cash raising £0.7m in connection with the exercise
of certain savings-related share options, with £0.7m
recognised as share premium. The company issued 0.6 million shares
for non-cash consideration of 1.0p per share, satisfied through the
capitalisation of retained earnings, in connection with the vesting
of awards under the Performance Share Plans.
7
Stated and share capital (continued)
|
|
|
Number
of ordinary shares (m)
2023
|
Issued ordinary shares at beginning of
year
|
1,694.4
|
5:1 share
consideration
|
(1,355.5)
|
Issued ordinary shares
after corporate reorganisation
|
338.9
|
Issued in connection
with:
|
|
Exercise of savings-related
share options
|
0.2
|
Vesting of Performance Share
Plan awards
|
0.6
|
As at 31 December
2023
|
339.7
|
|
|
8
Earnings per share
Basic earnings per share amounts
are calculated by dividing profit for the year attributable to
Breedon Group shareholders by the weighted average number of
ordinary shares outstanding during the year.
Diluted earnings per share amounts
are calculated by dividing profit for the year attributable to
Breedon Group shareholders by the weighted average number of
ordinary shares outstanding during the year plus the weighted
average number of ordinary shares that would be issued on the
conversion of all the potential dilutive ordinary shares into
ordinary shares.
Calculations of these measures and
reconciliations to related alternative performance measures are as
follows:
Basic EPS to Adjusted Underlying Basic EPS
|
2024
|
2023
|
|
|
Earnings
|
Shares
|
EPS
|
Earnings
|
Shares
|
EPS
|
|
£m
|
millions
|
pence
|
£m
|
millions
|
pence
|
|
|
|
|
|
|
|
Basic EPS
|
96.2
|
342.754
|
28.1
|
105.5
|
339.148
|
31.1
|
Adjustments to earnings
|
|
|
|
|
|
|
Earnings impact of change in
deferred tax rate (note 5)
|
-
|
-
|
-
|
0.7
|
-
|
0.2
|
Non-underlying items (note
4)
|
21.8
|
-
|
6.3
|
9.1
|
-
|
2.7
|
Adjusted Underlying Basic
EPS
|
118.0
|
342.754
|
34.4
|
115.3
|
339.148
|
34.0
|
|
|
|
|
|
|
|
|
Diluted EPS to Adjusted Underlying Diluted
EPS
|
2024
|
2023
|
|
|
Earnings
|
Shares
|
EPS
|
Earnings
|
Shares
|
EPS
|
|
£m
|
millions
|
pence
|
£m
|
millions
|
pence
|
|
|
|
|
|
|
|
Diluted EPS
|
96.2
|
343.738
|
28.0
|
105.5
|
339.849
|
31.0
|
Adjustments to earnings
|
|
|
|
|
|
|
Earnings impact of change in
deferred tax rate (note 5)
|
-
|
-
|
-
|
0.7
|
-
|
0.2
|
Non-underlying items (note
4)
|
21.8
|
-
|
6.3
|
9.1
|
-
|
2.7
|
Adjusted Underlying Diluted
EPS
|
118.0
|
343.738
|
34.3
|
115.3
|
339.849
|
33.9
|
|
|
|
|
|
|
|
|
Dilutive items in both the current
and prior year related to share-based payments.
9
Acquisitions
Current year acquisitions
The Group completed four
acquisitions in the period, being BMC Enterprises Inc. (BMC),
Eco-Asphalt Supplies Limited, Phoenix Surfacing Limited and
Building Products Inc.
BMC
The Group completed the acquisition
of BMC, a supplier of ready-mixed concrete, aggregates and building
products on 6 March 2024, acquiring 100% of the share
capital.
The provisional fair values in
respect of the identifiable assets acquired and liabilities assumed
are set out below:
|
|
|
Provisional fair value on
acquisition
|
|
|
|
£m
|
Intangible assets
|
|
|
109.9
|
Property, plant and
equipment
|
|
|
81.4
|
Right-of-use assets
|
|
|
1.2
|
Inventories
|
|
|
7.2
|
Trade and other
receivables
|
|
|
39.1
|
Cash and cash equivalents
|
|
|
5.5
|
Trade and other payables
|
|
|
(12.8)
|
Provisions
|
|
|
(22.4)
|
Borrowings
|
|
|
(85.9)
|
Deferred tax liabilities
|
|
|
(4.5)
|
Total acquired net assets
|
|
|
118.7
|
|
|
|
|
Cash consideration on
completion
|
|
|
155.6
|
Post-completion payment
|
|
|
0.2
|
Equity consideration
|
|
|
12.2
|
Total consideration payable
|
|
|
168.0
|
|
|
|
|
Goodwill arising
|
|
|
49.3
|
Equity Consideration
Equity consideration comprises
3,199,915 ordinary shares issued to the vendor, valued based on the
market price of those shares at the date of acquisition.
Fair value adjustments
Fair value adjustments are always
considered to be provisional at the first reporting date after the
acquisition and are inclusive of adjustments to:
- recognise intangible assets, including the value of acquired
customer relationships and non-compete agreements. The value
of these assets were assessed with the support of a third party
corporate finance specialist using an excess earnings method, based
on estimated cash flows;
- revalue certain items of property, plant and equipment, including
mineral reserves and resources, to reflect the fair
value at date of acquisition;
- working capital accounts to reflect fair value; and
- restoration provisions to reflect costs to comply with
environmental and other legislation.
The goodwill arising represents the
strategic geographic location of assets acquired, the potential for
future growth and the skills of the existing workforce and
management team. Goodwill is deductible for tax
purposes.
Since the Group's interim results
were published, goodwill has increased by £5.7m, with the largest
adjustment being £4.5m in relation to deferred tax following
agreement of the completion accounts.
Included within provisions is a
contingent liability for which the Group is fully indemnified, with
a corresponding asset recognised within trade and other
receivables. The range of outcomes in respect of the contingent
liability is expected to be either nil or £10.0m.
9
Acquisitions (continued)
Other current year acquisitions
The directors consider the remaining
acquisitions completed in the year, being 100% of the share capital
of Eco-Asphalt Supplies Limited (31 January 2024), 80% of the share
capital of Phoenix Surfacing Limited (1 April 2024), and the trade
and assets of Building Products Inc. (18 October 2024) to be
individually immaterial, but material in aggregate.
The combined provisional fair values
in respect of the identifiable assets acquired and liabilities
assumed are set out below:
|
|
|
Provisional fair value on
acquisition
|
|
|
|
£m
|
Intangible assets
|
|
|
7.8
|
Property, plant and
equipment
|
|
|
6.4
|
Inventories
|
|
|
0.9
|
Trade and other
receivables
|
|
|
5.0
|
Cash and cash equivalents
|
|
|
1.8
|
Trade and other payables
|
|
|
(5.6)
|
Provisions
|
|
|
(0.1)
|
Borrowings
|
|
|
(1.9)
|
Deferred tax liabilities
|
|
|
(1.5)
|
Total acquired net assets
|
|
|
12.8
|
|
|
|
|
Cash consideration on
completion
|
|
|
25.3
|
Deferred consideration
|
|
|
3.4
|
Total consideration payable
|
|
|
28.7
|
|
|
|
|
Goodwill arising
|
|
|
15.9
|
Consideration
Deferred consideration includes
£2.6m relating to a put liability and has been accounted for using
the anticipated acquisition method.
Fair value adjustments
The fair value adjustments primarily
comprised:
- intangible assets, including the value of acquired customer
relationships;
- impairment of property, plant and
equipment; and
- deferred tax balances.
The goodwill arising represents
expected synergies, the potential for future growth, and the skills
of the existing workforce.
Impact of current year acquisitions
Income statement
During the period, the BMC
acquisition (including Building Products which was acquired 18
October 2024) contributed revenues of £132.5m, Underlying EBIT of
£16.4m and profit before interest and tax of £13.8m to the results
of the Group.
Other current year acquisitions
contributed revenues of £22.9m, Underlying EBIT of £0.8m and profit
before tax of £0.8m to the results of the Group.
Had these acquisitions occurred on 1
January 2024, the results of the Group for the year ended 31
December 2024 would have shown revenue of £1,612.5m, Underlying
EBIT of £176.0m and profit before tax of £127.7m.
Cash flow
The cash flow impact of acquisitions
in the year can be summarised as follows:
|
£m
|
Consideration - cash
|
180.9
|
Cash and cash equivalents
acquired
|
(7.3)
|
Net
cash consideration shown in the consolidated statement of cash
flows
|
173.6
|
9
Acquisitions (continued)
Acquisition costs
The Group incurred acquisition
related costs of £10.2m (2023: £0.9m) which included external
professional fees in relation to these acquisitions. These are
presented as non-underlying operating costs (note 4).
10
Reconciliation to non-GAAP measures
Non-GAAP performance measures are
used throughout the Annual Report and the condensed consolidated
financial statements. This note provides a reconciliation between
these alternative performance measures to the most directly related
statutory measures.
These measures are not a
substitute for, or superior to, any IFRS measures of performance.
Management believe these measures allow an understanding of the
Group's underlying business performance. They are defined
as:
Underlying EBIT - statutory
(reported) profit from operations excluding non-underlying items.
Non-underlying items are disclosed in note 4. Management considers
underlying EBIT to be a key measure in understanding the underlying
profit of the Group at this level.
Free Cash Flow (FCF) -
calculated as statutory (reported) net cash flow from operating
activities and net cash used in investing activities, adjusted for
the cash impact of major capital projects in the year, cash
associated with acquisition of businesses and the cash impact of
non-underlying items. FCF represents the cash that the Group
generates after
spending the money required to
maintain or expand its asset base, thus is useful for management in
assessing liquidity.
Net Debt - Net Debt is
calculated as the net of cash and cash equivalents and
interest-bearing loans and borrowings (both current and
non-current). It is a measure of the Group's net indebtedness that
provides an indicator of the overall balance sheet strength. Net
Debt is also shown on a pre-IFRS 16 basis as the banking covenants
are calculated on a
pre-IFRS 16 basis.
Reconciliation of earnings based alternative performance
measures
2024
|
Great
Britain
|
Ireland
|
United
States
|
Cement
|
Central administration
and
eliminations
|
Share of profit
of associate
and joint
ventures
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
|
Revenue
|
997.4
|
233.4
|
132.5
|
309.2
|
(96.2)
|
-
|
1,576.3
|
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
|
|
|
|
149.6
|
Non-underlying items (note
4)
|
|
|
|
|
|
|
24.1
|
Underlying EBIT
|
78.5
|
33.6
|
16.4
|
58.5
|
(16.8)
|
3.5
|
173.7
|
Underlying EBIT margin
|
7.9%
|
14.4%
|
12.4%
|
18.9%
|
|
|
11.0%
|
Underlying EBIT
|
78.5
|
33.6
|
16.4
|
58.5
|
(16.8)
|
3.5
|
173.7
|
Share of profit of
associate
and joint ventures
|
-
|
-
|
-
|
-
|
-
|
(3.5)
|
(3.5)
|
Depreciation and mineral
depletion
|
53.4
|
7.9
|
8.4
|
29.7
|
0.3
|
-
|
99.7
|
Underlying EBITDA
|
131.9
|
41.5
|
24.8
|
88.2
|
(16.5)
|
-
|
269.9
|
Underlying EBITDA margin
|
13.2%
|
17.8%
|
18.7%
|
28.5%
|
|
|
17.1%
|
10
Reconciliation to non-GAAP measures (continued)
Reconciliation of earnings based alternative performance
measures(continued)
2023
|
Great
Britain
|
Ireland
|
Cement
|
Central administration
and
eliminations
|
Share
of profit of
associate
and joint
ventures
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Revenue
|
1,033.8
|
235.5
|
331.2
|
(113.0)
|
-
|
1,487.5
|
|
|
|
|
|
|
|
Profit from operations
|
|
|
|
|
|
145.7
|
Non-underlying items (note
4)
|
|
|
|
|
|
10.5
|
Underlying EBIT
|
86.4
|
29.0
|
55.2
|
(17.0)
|
2.6
|
156.2
|
Underlying EBIT margin
|
8.4%
|
12.3%
|
16.7%
|
|
|
10.5%
|
Underlying EBIT
|
86.4
|
29.0
|
55.2
|
(17.0)
|
2.6
|
156.2
|
Share of profit of
associate
and joint ventures
|
-
|
-
|
-
|
-
|
(2.6)
|
(2.6)
|
Depreciation and mineral
depletion
|
52.2
|
6.9
|
29.3
|
0.3
|
-
|
88.7
|
Underlying EBITDA
|
138.6
|
35.9
|
84.5
|
(16.7)
|
-
|
242.3
|
Underlying EBITDA margin
|
13.4%
|
15.2%
|
25.5%
|
|
|
16.3%
|
Like-for-like alternative performance
measures
There are a number of references
throughout this report to like-for-like revenue, earnings and
volumes. Like-for-like numbers exclude the impact of acquisitions
and disposals and have been used alongside non-like-for-like
measures to help the Group better communicate performance in the
year when compared to previous reporting periods.
Covenant Leverage
Covenant Leverage is defined as
the ratio of Underlying EBITDA to Net Debt, with both Underlying
EBITDA and Net Debt adjusted to reflect the material items which
are adjusted by the Group and its lenders in determining leverage
for the purpose of assessing covenant compliance and, in the case
of our bank facilities, the margin payable on overdrawn borrowings.
In both the current and prior year, the only material adjusting
item was the impact of IFRS 16 - Leases.
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Underlying EBITDA
|
269.9
|
242.3
|
Impact of IFRS 16
|
(11.0)
|
(10.3)
|
Underlying EBITDA for covenants
|
258.9
|
232.0
|
|
|
|
Net Debt (excluding IFRS 16)
|
356.6
|
121.9
|
|
|
|
Covenant Leverage
|
1.4x
|
0.5x
|
10
Reconciliation to non-GAAP measures (continued)
Free Cash Flow conversion
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Net
cash from operating activities
|
201.7
|
191.9
|
Net cash used in investing
activities
|
(296.2)
|
(120.4)
|
Cash impact of material capital
projects
|
23.4
|
-
|
Acquisition of businesses
|
173.6
|
18.8
|
Cash impact of non-underlying
items
|
11.6
|
4.5
|
Free
Cash Flow
|
114.1
|
94.8
|
Underlying EBITDA
|
269.9
|
242.3
|
Free
Cash Flow conversion
|
42%
|
39%
|
The cash impact of material
capital projects comprised three projects consisting of the ARM and
Primary Crusher projects at Hope and the Solar Farm at
Kinnegad.
Return on invested capital
|
2024
|
2023
|
|
£m
|
£m
|
|
|
|
Underlying EBIT
|
173.7
|
156.2
|
Underlying effective tax
rate
|
21.7%
|
20.4%
|
Taxation at the Group's underlying
effective rate
|
(37.7)
|
(31.9)
|
Underlying earnings before interest
|
136.0
|
124.3
|
|
|
|
Net assets
|
1,170.6
|
1,110.7
|
Net Debt (note 6)
|
405.3
|
169.9
|
Invested capital as at 31 December
|
1,575.9
|
1,280.6
|
Average invested capital1
|
1,428.3
|
1,261.1
|
Adjustment for timing of significant
acquisition2
|
83.3
|
-
|
Adjusted average invested capital
|
1,511.6
|
-
|
Return on invested capital3
|
9.0%
|
9.9%
|
1 Average invested capital is calculated by taking the
average of the opening invested capital at 1 January and the
closing invested capital at 31 December. Opening invested capital
at 1 January 2023 was £1,241.5m.
2 This adjustment is made to the average of opening and
closing invested capital to more accurately reflect the impact of
the timing of the acquisition of BMC Enterprises which completed on
6 March 2024. See note 9.
3
Return on invested capital is calculated as
Underlying earnings before interest for the previous twelve months,
divided by Adjusted average invested capital for the
year.
11
Post balance sheet events
Acquisition of Lionmark
On 5 March 2025 the Group announced
the proposed acquisition of Lionmark Construction Companies LLC, a
construction materials and surfacing business headquartered in St
Louis, Missouri.
The acquisition is expected to
complete by 7 March 2025. Consideration payable is based on an
enterprise value of US$237.5m, of which US$225.6m is payable in
cash and the remaining US$11.9m through the issue of newly created
shares in Breedon Group plc.
The consideration is subject to
customary closing adjustments and retentions. The cash element of
the consideration will be satisfied through a drawdown on the
Group's existing borrowing facilities.
Additional liquidity is provided by
€95m of additional notes which were issued under the Group's USPP
programme on 26 February 2025. The notes have maturities of between
five and seven years, with a fixed interest rate of approximately
4%.
The acquisition is expected to have
a material impact on the Group's results for the year ended 31
December 2025. Given the proximity of the acquisition date to the
date on which the Financial Statements were authorised, the Group
is not yet able to provide certain disclosures required by IFRS 3,
including the initial fair values of assets and liabilities
acquired, which have not yet been ascertained. These disclosures
will be presented as part of the Group's Interim Statement made up
to 30 June 2025.
Cautionary Statement
This announcement contains inside
information for the purposes of Article 7 of EU Regulation 596/2014
(which forms part of domestic UK law pursuant to the European Union
(Withdrawal) Act 2018 ("EUWA")) ("UK MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of certain
matters contained in this announcement with the result that certain
persons became aware of inside information (as defined in MAR), as
permitted by MAR. This inside information is set out in this
announcement. Therefore, those persons that received inside
information in a market sounding are no longer in possession of
such inside information relating to the Company and its
securities.
GLOSSARY
The following definitions apply
throughout this announcement, unless the context requires
otherwise.
Adopted IFRS
|
International Financial Reporting Standards as
adopted by the UK
|
ARM
|
Alternative Raw Material
|
bps
|
basis points
|
BMC
|
BMC Enterprises Inc.
|
Breedon
|
Breedon Group plc
|
CEM II
|
CEM II limestone cement; consists of clinker,
minor additional constituents and up to 20% of limestone which
reduces the product's carbon intensity
|
Covenant Leverage
|
Leverage as defined by the Group's banking
facilities. This excludes the impact of IFRS 16 and includes the
proforma impact of M&A
|
DRIP
|
Dividend Reinvestment Plan
|
EBIT
|
Earnings before interest and tax which equates
to profit from operations
|
EBITDA
|
Earnings before interest, tax, depreciation and
amortisation
|
EPS
|
Earnings per share
|
EURIBOR
|
Euro Inter-bank Offered Rate
|
Exchange rates
|
2024
|
2023
|
|
Average
rate
|
Year-end
rate
|
Average
rate
|
Year-end
rate
|
Sterling/Euro
|
1.18
|
1.21
|
1.15
|
1.15
|
Sterling/US dollar
|
1.29
|
1.26
|
1.24
|
1.27
|
GAAP
|
Generally Accepted Accounting
Principles
|
GB
|
Great Britain
|
Group
|
Breedon and its subsidiary companies
|
IAS
|
International Accounting Standards
|
IFRS
|
International Financial Reporting
Standard
|
Invested capital
|
Net assets plus Net Debt
|
Ireland
|
The Island of Ireland
|
Leverage
|
Net Debt expressed as a multiple of Underlying
EBITDA
|
Like-for-like
|
Like-for-like reflects reported values adjusted
for the impact of acquisitions and disposals
|
M&A
|
Mergers & acquisitions
|
NI
|
Northern Ireland
|
ppt
|
percentage point
|
RCF
|
Revolving Credit Facility
|
RoI
|
Republic of Ireland
|
ROIC
|
Post-tax Return on Invested Capital for the
previous twelve months
|
SBTi
|
Science Based Targets initiative
|
SONIA
|
Sterling Overnight Index Average
|
UK
|
United Kingdom (GB and NI)
|
Underlying
|
Stated before acquisition-related expenses,
property gains and losses, redundancy and reorganisation costs,
amortisation of acquired intangibles, unamortised banking
arrangement fee and related tax items. Prior year included
costs associated with the Group's move from the AIM to Main
Market
|
Underlying EBITDA
|
Earnings before interest, tax, depreciation and
amortisation non-Underlying items and before our share of profit
from associate and joint ventures
|
US
|
United States
|
USPP
|
US Private Placement
|