Half year results

RNS Number : 6924Y
Vistry Group PLC
08 September 2022
 

8 September 2022

Vistry Group PLC - Half year results

Vistry Group PLC (the "Group") is issuing its results for the six-month period ended 30 June 2022.

Greg Fitzgerald, Chief Executive commented:

"The Group has delivered an excellent performance in the first half, significantly exceeding our expectations at the start of the year.  Operationally we are in great shape, and with our leading capability across all housing tenures, are very well positioned to maximise the broader market opportunity in the coming period.

We have made a solid start to the second half and are well positioned for the full year with our Housebuilding and Partnerships mixed tenure forward sales position up 10% on prior year and 96% of our forecast completions for FY 22 secured.  Whilst mindful of the impact of wider economic uncertainties including rising energy costs, we continue to expect to see a significant step-up in profitability in both Housebuilding and Partnerships in FY 22, with adjusted Group profit before tax to be in-line with our previously upgraded expectations."

First half highlights

·   Excellent H1 performance, ahead of our expectations at the start of the year and significantly ahead of a strong performance in H1 21, supported by positive market trends

· Housebuilding completions 1 increased to 3,219 (H1 21: 3,126) units with adjusted gross margin 2 improving to 23.0% (H1 21: 21.8%) and return on capital employed 3 increasing to 21.7% (H1 21: 17.4%)

· Vistry Partnerships continues to realise its strategy of delivering rapid growth in higher margin mixed tenure revenues, up 33.7% in the period resulting in an improved H1 adjusted operating margin1 of 10.2% (H1 21: 9.1%) whilst retaining a return on capital employed in excess of 40%

· Group adjusted profit before tax 4 increased by 14.3% to £189.9m (H1 21: £166.1m) and on a reported basis 5 was £111.3m (H1 21: £156.2m)

· As expected, the Group has taken an additional fire safety provision of £71.4m in the first half to meet the liabilities covered by the Pledge and the project management costs

· Successful period in the land market growing the size of our owned and controlled landbank through the addition of 5,526 (H1 21: 5,642) plots at an average gross margin and return on capital employed above 25% for Housebuilding, and land intake margins for Partnerships at the upper end of our target range

· Another period of strong cash generation with the Group net cash 6 position increasing to £115.0m as at 30 June 2022 (30 June 2021: £31.6m), reflecting the strength of the first half performance, and Group month-end average net debt for the rolling 12 months to 30 June 2022 reducing to £73m (30 June 2021: £239m)

· Group return on capital employed 7 increased to 24.0% (H1 21: 19.1%)

· Group £35m share buyback programme announced on 27 May 2022, successfully completed on 20 July 2022

· Board is pleased to announce an Interim dividend of 23 pence per share (2021: 20 pence per share)

Current trading and outlook

· The Group's average private weekly sales rate for the year to date remains ahead of last year at 0.78 (2021: 0.75) with demand in the second half reflecting the more typical seasonal trends seen prior to 2020

· We continue to see a good level of prospects and pricing remains firm.  Our Partnerships business is extremely well positioned to meet the very high level of counter-cyclical demand across all tenures

· We are seeing some early signs that the land market is settling after a more heightened period of demand

· Forward sales position further strengthened with total Housebuilding and Partnerships' mixed tenure forward sales up 10% on the prior year position at £2,287m (3 Sept 2021: £2,078m), representing 96% of total forecast units for FY 22 secured.  The Partner Delivery forward order book totals £827m (3 Sept 2021: £890m) with 96% of forecast FY 22 revenue secured

· Our total costs were up on average 6% in the first half, and reflecting increasing energy prices, cost inflation is now running at c. 8%.  Selling price increases have offset cost increases in the year to date

· We continue to expect to deliver a significant improvement in year on year profitability in both our Housebuilding and Partnerships in FY 22, ahead of our expectations at the start of the year

· Whilst we are mindful of the wider economic uncertainties, we remain positive on our outlook and continue to expect adjusted profit before tax for FY 22 to be c. £417m

Recommended cash and share combination of Vistry Group PLC and Countryside Partnerships PLC

We announced on 5 September 2022 that the boards of directors of Vistry Group PLC and Countryside Partnerships PLC have reached agreement on the terms of a recommended cash and share combination pursuant to which Vistry will acquire the entire issued and to be issued ordinary share capital of Countryside Partnerships PLC (the "Combination"). The Combination is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

The Combination would create one of the country's leading homebuilders, comprising a top tier housebuilder and leading partnerships business, with capability across all housing tenures, and delivering much needed affordable housing.  The Combination has a strong strategic rationale and the potential for material value creation for shareholders in the Combined Group.

It is expected that the Scheme Document, Vistry Circular and Vistry Prospectus will be published in early October 2022 and that the Court Meeting, the Countryside Partnerships PLC General Meeting and the Vistry General Meeting will be held on or around the same time during late October 2022 or early November 2022. Subject to the satisfaction or (where applicable) waiver of the Conditions, the Combination is expected to become Effective by the end of the first quarter of 2023.

 

1 Including 100% of JVs

2 Group financials are shown on an adjusted basis to include the proportional contribution of the joint ventures.  Figures are shown excluding exceptional expenses of £71.4m (H1 21: £2.8m) and amortisation of acquired intangibles of £7.1m (H1 21: £7.1m)

3 Return on capital employed is calculated as adjusted operating profit as divided by TNAV (excluding fire safety provision) for 12 months to 30 June 2022

4 Adjusted profit before tax is stated excluding exceptional items and amortisation of acquired intangibles

5 Includes exceptional cost of £71.4m in H1 22 related to the provision for estimated costs in relation to legacy property cladding and fire safety

6 Net cash includes £106.0m (H1 21: £106.9m) related to USPP notes payable, which is inclusive of £6.0m (H1 21: £6.9m) fair value of future interest payments

7 Return on capital employed calculated as adjusted rolling 12 month operating profit to 30 June 2022 divided by average capital employed (excluding goodwill, intangible assets, net cash, fire safety provision and pension surplus)



 

There will be an investor and analyst presentation at 9:00 a.m. today, 8 September 2022 at Numis, 45 Gresham St, London EC2V 7BF.  There will also be a live webcast of this event available on our corporate website at www.vistrygroup.co.uk or via the following link https://stream.brrmedia.co.uk/broadcast/62f1061e2c785a4107c35e51

A playback facility will be available shortly afterwards at www.vistrygroup.co.uk .

 

Certain statements in this press release are, or may be deemed to be, forward looking statements.  Forward looking statements involve evaluating a number of risks, uncertainties or assumptions, many of which are beyond the Group's control, that could cause actual results to differ materially from those expressed or implied by those statements.  Forward looking statements regarding past trends, results or activities should not be taken as representation that such trends, results or activities will continue in the future. Undue reliance should not be placed on forward looking statements.  Forward looking statements speak only as at the date of this document and the Group and its directors and officers expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward looking statement herein.

 

 

For further information please contact:

 

Vistry Group PLC

Earl Sibley, Chief Financial Officer

Susie Bell, Head of Investor Relations

 

Powerscourt

Justin Griffiths, Nick Dibden, Victoria Heslop

 

01675 437160

 

 

 

020 7250 1446



 

Key financials

H1 22

H1 21

Change

Total completions1

5,409

5,151

+5.0%

Adjusted revenue2

£1,328.3m

£1,259.4m

+5.5%

Adjusted operating profit2

£198.2m

£175.5m

+12.9%

Adjusted profit before tax4

£189.9m

£166.1m

+14.3%

Adjusted earnings per share8

67.4p

59.0p

+14.2%





Reported results

H1 22

H1 21

Change

Group revenue9

£1,163.0m

£1,129.4m

+3.0%

Operating profit/(loss)

£89.3m

£139.1m

-35.8%

Profit/(loss) before tax

£111.3m

£156.2m

-28.7%

Earnings/(loss) per share

39.1p

54.8p

-28.6%

Net cash6

£115.0m

£31.6m

+263.9%

 

Forward sales (£m)

3 Sept 2022

30 June 2022

Housebuilding



-  Private

811

718

-  Private JVs (100%)

251

230

-  Affordable

473

450

-  Affordable JVs (100%)

105

108

Total Housebuilding

1,640

1,506




Partnerships



-  Mixed tenure

347

342

-  Mixed tenure JVs (100%)

300

296

Total Mixed tenure

647

638




Total Development

2,287

2,144

Total Partner delivery

827

835

Total Group

3,114

2,979

 

Dividend timetable


Ex-dividend date

6 October 2022

Dividend record date

7 October 2022

Dividend payment date

18 November 2022

 

8   Adjusted EPS is calculated based on profit after tax attributable to equity shareholders before exceptional items, amortisation of acquired intangibles and tax thereon, over the weighted average number of ordinary shares in issue during the period

9 Revenue for comparative period has been restated in relation to trading with our joint ventures (see note 1 in our Financial Statements)

Chief Executive's Review

First half review

It has been an excellent first half for the Group characterised by a strong financial performance and further operational improvements.  I would like to thank all our people for their hard work and commitment in delivering this performance.

We have seen positive demand across all business areas, with the Group's average weekly private sales rate increasing to 0.84 (H1 21: 0.76) in H1 22, up 11% on what was a strong performance in the prior year.  Alongside this strong demand, we have achieved sustained price increases across all of our geographies.

Growing need for housing across all tenures from local authorities, housing associations, the private rented sector and elderly accommodation providers is driving very high demand in our Partnerships business.  With our established relationships, leading capability and extensive track record, Vistry Partnerships is extremely well positioned to maximise the benefit of this demand across the cycle.

The Group achieved adjusted revenues of £1,328.3m (H1 21: £1,259m), 5.5% ahead of the prior year.  Housebuilding adjusted revenues increased by 3.9% to £902.4m (H1 21: £868.7m), in-line with the business's strategy of controlled volume growth.  Partnerships delivered a 9.0% increase in H1 adjusted revenues to £425.9m (H1 21: £390.6m), driven by a further step up in higher margin mixed tenure revenues to £219.3m (H1 21: £164.0m).

Housebuilding is making excellent progress towards achieving its targets of 25% gross margin and 25% return on capital employed by 2025, with adjusted gross margin in the first half increasing to 23.0% (H1 21: 21.8%), ahead of our expectations at the start of the year.  The business has benefited from strong house price inflation more than offsetting cost inflation in the period, and is seeing the benefits from higher margin land, dual branding and on-going improvements in build processes.

Partnerships increased its adjusted operating margin to 10.2% (H1 21: 9.1%) in the period, again ahead of our expectations at the start of the year.  This has been driven by an increased proportion of higher margin mixed tenure revenues, now 52% (H1 21: 42%) of total Partnerships revenues. 

Overall, the Group delivered adjusted profit before tax of £189.9m (H1 21: £166.1m), ahead of management's expectations, and adjusted earnings of 67.4 pence per share (H1 21: 59.0).

In the period the Group has taken an exceptional expense of £71.4m related to the provision for estimated costs in relation to property cladding and fire safety, and on a reported basis, delivered profit before tax of £111.3m (H1 21: £156.2m) and earnings of 39.1 pence per share (H1 21: 54.8).

Our sites are operating well, with good labour availability, and have benefitted in the period from improvements in the supply of materials and the strong partnerships we have across our supply chain.  This year the Group received its highest number of NHBC Pride in the Job Quality Awards winners with 29 site managers receiving the accolade, and a further two Premier Guarantee Excellence awards.  Our Construction Quality Review and Reportable Item scores, independent measurements of build quality, remain ahead of industry benchmarks.

Wider industry cost pressures, specifically rising energy costs and increasing wages, are resulting in higher costs across the business.  In Partnerships, where we have a higher element of fixed revenue, we manage our risk in the pre-procurement phases through passing elements of cost risk to our sub-contractors, include a sensible level of cost contingency or fixed price allowances to cover some level of inflation, and for long duration contracts, seek to link the pre-sold revenue to a build cost inflation index.  On larger sites, we release phases and reprice at the commencement of each phase.  Our total costs were up on average 6% in the first half, and reflecting increasing energy prices, cost inflation is now running at c. 8%.

Planning remains the single most significant constraint on the business, from continuing capacity issues within local planning authorities, to the increasingly challenging political and regulatory environment around issues such as nutrient neutrality.  We are responding proactively by factoring longer lead times into our site forecasting and increasing our expertise in these areas.  Our strong balance sheet and breadth of operations provide confidence and resilience to cope with any specific issues.

The Group had a net cash position of £115.0m as at 30 June 2022, up from £31.6m in the prior year, reflecting the Group's strong first half performance and ongoing robust working capital management.

Group return on capital employed increased to 24.0% (H1 21: 19.1%), with Housebuilding increasing its return on capital employed to 21.7% (H1 21: 17.4%) and Partnerships maintaining a return on capital employed well in excess of 40%.

Fire safety

We continue to support Government's ambition to deliver a lasting industry solution to fire safety, with the Group signing the Pledge in April 2022.  An additional provision of £71.4m has been taken in the period to meet additional liabilities covered by the Pledge of £49.9m, and £21.5m of project management costs as previously guided.  Negotiations are ongoing with the Government in respect of the contractual agreement that would codify the specific legal obligation that parties signing the pledge will have to honour. Without any legal obligation to fulfil the Government's view, no provision is being made for any additional remedial charges. However, this could be in the range of £10m-£15m should the Government's position prevail.

Sustainability

We continue to make progress with our sustainability strategy. Our strategy is split into three priority areas of people, operations and homes and communities and includes nine key sustainability issues.

People: We are targeting 550 learners to pass through our academies by 2025 and during H1 22, are pleased to report that 105 learners passed through our on-site skills academies.  The academies are designed to encourage people who are no longer in the education system and who are not working, to be trained back into work through offering work placements, apprenticeships and full-time employment.

Operations: A key focus of our strategy is reducing our carbon emissions and during H1 22 we submitted our carbon reduction targets to the Science Based Targets Initiative for approval.  We are committed to reducing absolute scope 1 and 2 greenhouse gas emissions by 37.8% by 2030, from a 2021 base year, and reducing scope 3 emissions by 48% per m2 of completed housing by 2030, also from a 2021 base year.

To ensure we meet these targets, we are developing a carbon reduction plan to be published in the second half of this year, focussed on our scope 1 and 2 emissions.  This plan is based on trials of carbon reduction technologies, such as hybrid generators, eco cabins, remote energy monitoring and hydrotreated vegetable oil fuel.  Our plan complements our existing roadmap to net zero carbon homes.

We have commenced a process of limited assurance of our sustainability data using a third party, applying the International Standard on Assurance Engagements 3000.  We expect to achieve an assurance statement during H2 22.

Homes and communities: Last year we set our roadmap to zero carbon homes and are well underway, with the first step change of a 31% reduction on all new homes being planned.  The Future Homes Standard is bringing a 75-80% reduction and a move away from gas fired fossil-fuel heating, making our homes zero carbon ready.  We are gearing up to this and trialling technology that will ensure we meet these requirements.  We are also trialling full zero carbon developments which is the business plan for 2030, and are carefully reviewing materials and completing whole life carbon assessments, with our aim to be completely carbon zero by 2040.

A key focus area for us this year is to address changes in Building Regulations relating to energy efficiency and other areas, such as ventilation, and new areas such as the risk of overheating, and providing EV charging points to our homes.

We are designing new house type ranges to meet future requirements for energy efficiency and many other elements to make our homes fit for the future.  We are ensuring our homes have adequate space requirements for low-carbon technologies such as air source heat pumps with our housetype ranges designed to complement low carbon technology, rather than trying to fit it into existing designs.

Current trading and outlook

The Group's average private weekly sales rate for the year to date remains ahead of last year at 0.78 (2021: 0.75) with demand in the second half reflecting the more typical seasonal trends seen prior to 2020.  We continue to see a good level of prospects and pricing remains firm. Our Partnerships business is extremely well positioned to meet the very high level of counter-cyclical demand across all tenures.  In the land market, we are seeing some early signs of settling, after a more heightened period of demand.

We have further strengthened our forward sales position with total Housebuilding and Partnerships' mixed tenure forward sales up 10% on last year at £2,287m (3 Sept 2022: £2,078m) representing 96% of total forecast units for FY 22 secured.  The Partner Delivery forward order book totals £827m (3 Sept 21: £890m) with 96% of forecast FY 22 revenue secured.

Our total costs were up on average 6% in the first half, and reflecting increasing energy prices, cost inflation is now running at c. 8%.  Price increases have offset cost increases in the year to date.

We continue to expect to deliver a significant improvement in year on year profitability in both our Housebuilding and Partnerships in FY 22, ahead of our expectations at the start of the year.  Whilst we are mindful of the wider economic uncertainties, we remain positive on our outlook and continue to expect adjusted profit before tax for FY 22 to be c. £417m

 

Operational update

Trading performance

In the period, good progress was made across all areas of the business with the significant benefits and opportunities of the Group's unique market positioning and capability being realised.  The strong business performance was consistent throughout the first half and across all of our geographies.  In line with this strong demand, our private units saw prices increase by 5% to 8% during the period.  The Group delivered a total of 5,409 (H1 21: 5,351) completions in the period.

Our Housebuilding business is pursuing a strategy of controlled volume growth, and in the period increased completions by 3% to 3,219 units (H1 21: 3,126) with an average selling price of £317k (H1 21: £301k) and a private average selling price of £369k (H1 21: £351k), up 5% on prior year.  On average, in the period, the business sold from 143 (H1 21: 145) sites.  I am delighted to report that Housebuilding delivered a strong improvement in adjusted gross margin to 23.0% (H1 21: 21.8%), ahead of our expectations at the start of the year and in line with the business' target for the full year.

Partnerships continues to make excellent progress with its strategy of rapidly growing higher margin mixed tenure revenues, with mixed tenure completions increasing by 24% in H1 to 1,106 (H1 21: 895)  and an average selling price of £251k (H1 21: £251k).  The business operated from an average of 29 (H1 21: 32) mixed tenure sites in the period with good sales rates leading to outlets closing earlier than expected and specific planning delays impacting the timing of new openings.  The level of mixed tenure outlets is expected to grow through the second half.  Partner delivery performance was in-line with our expectations delivering revenue of £204m (H1 21: £227m).  Partnerships also continues to drive forward profitability with adjusted operating margin increasing to 10.2% (H1 21: 9.1%), ahead of our 10.0% target for the full year.

Group adjusted revenues increased by 6% to £1,328.3m (H1 21: £1,259.4m) driven by both volume and price increases.


 

H1 22

 

H1 21

 

Change

Housebuilding completions 10

-  Private

-  Private JVs (100%)

-  Affordable

-  Affordable JVs (100%)

Total Housebuilding completions

Housebuilding adjusted revenue

 

1,816

639

643

121

3,219

£902.4m

 

1,853

441

669

163

3,126

£868.7m

 

-2.0%

44.9%

-3.9%

-25.8%

3.0%

3.9%

Partnerships completions 1 0

-  Mixed tenure

-  Mixed tenure JVs (100%)

Total mixed tenure

 

643

463

1,106

 

432

463

895

 

48.8%

0.0%

23.6%

-  Mixed tenure

-  Partner delivery

Total Partnerships adjusted revenue

£222m

£204m

£425.9m

£164m

£227m

£390.6m

35.7%

-10.1%

9.0%

Total Group adjusted revenue

£1,328.3m

£1,259.4m

5.5%

 

10 Completions include 100% of JVs


 

Quality and customer service

Delivering high quality new homes and excellent customer satisfaction remain our key priorities and we were pleased to be awarded the maximum 5-star HBF customer satisfaction rating in the most recent annual review for the third consecutive year, with our score at 92% in the most recently published HBF 12-month rolling customer satisfaction data.  We remain focused on improving our score for the HBF customer satisfaction survey which is sent out nine months after completion and are very encouraged to see our current score increasing to 79.0%, in-line with the industry benchmark and up from 73.5% in the prior year equivalent period.

The Group welcomes the New Home Quality Code and has reviewed our current processes and policies to ensure our alignment with it.  Our 'Vistry Customer Journey' introduced in 2021 places us in a very good position, and we have introduced new elements to our customer relationship management system, Keys, including a new complaints process, appointed a dedicated project manager to manage the implementation of the Code, and are providing training across the business.

People

Our people make Vistry and are critical to the on-going success of the Group, and we are delighted to report a further improvement in employee engagement score, with our most recent Peakon engagement survey (July 2022) achieving a score of 8.6, up from 8.5 in January and firmly in the top 10% of companies completing this survey.  We introduced a cost of living wage adjustment across the business in the first half, weighted most strongly toward our lower earners, and are pleased to report that the level of voluntary staff turnover is down despite a tight labour market.

The three main themes of our people strategy are attracting the right people and making Vistry an employer of choice, developing our employees through giving them a career and not just a job, and retaining our employees by making Vistry a great place to work.

In the current climate, attracting excellent people is key and following feedback from our employees and focus groups we have developed the Vistry Employee Value Proposition to highlight all the great things we do as an employer.  In addition, we have introduced a number of initiatives to promote recruitment through direct channels, and these are working well, with over 70% of new starters in H1 coming to us this way.

Investment in the development and training of our people remains a key priority, with our focus on learning, leadership, and management development.  As part of the appraisal process this year we launched Career Development Plans for all employees, the increasing opportunities on our Vistry Learn online learning platform continue to support our employees with an extensive range of training and personal development, c. 50 employees will complete our leadership programme delivered in conjunction with Cranfield School of Management during 2022, and we have trained more than 50 mentors across various disciplines for our Vistry Mentoring Programme with more training planned.

Land

The Group had a successful six months in the land market securing a total of 5,526 plots and increasing the size of its overall landbank to 42,869 (30 June 2021: 42,033) plots.

Housebuilding secured 3,360 (2021: 4,143) plots across 16 (2021: 20) developments and has 100% of the land it requires for FY 23 completions secured and a 4.6 year land supply.  Land has been acquired on average above the minimum hurdle rates of 25% gross margin and 25% return on capital employed.

Partnerships continues to invest in its owned land bank to support its rapid growth in mixed tenure with 2,166 (2021: 1,499) plots on 12 (2021: 8) sites secured in the first half, well in excess of completion volume.  Margins on new developments secured in the period have been at the upper end of our targeted range across Partnerships, supporting our medium term operating margin target of at least 12% and return on capital in excess of 40%.  This growing business is well positioned with 90% of the land required for FY 23 mixed tenure completions secured.

In addition, the unique combination of Housebuilding and Partnerships has enabled us to acquire a number of larger sites, supporting the accelerated delivery of new homes as we utilise the multi-tenure capabilities and differentiated brands within the business.

With our strong strategic land capability, we remain focused on strategically sourced land and are targeting 30% of total completions to be delivered from higher margin strategic land in the medium term.  In the first half, we secured 2,518 (2021: 4,660) plots on 6 (2021: 6) strategic land sites and pulled through 1,852 strategic land plots across 5 sites into the owned land bank.

 

Balance sheet and liquidity

It has been another period of strong cash generation with the year on year Group net cash position increasing to £115.0m as at 30 June 2022 (30 June 2021: £31.6m), reflecting the strength of the first half performance.  Our month-end average net debt for the rolling 12 months to 30 June 2022 reduced significantly to £73m (30 June 2021: £239m).

 


Group strategy

One Vistry

Vistry Group exists to develop sustainable new homes and communities across all sectors of the UK housing market and is targeting sector leading return on capital employed in the medium term.

We are a top five national housebuilder with a leading partnerships business.  We have a strong market position and capability across all housing tenures making us uniquely positioned to take advantage of the strong, under supplied housing market in England. With our combination of Housebuilding and Partnerships, we are the leading private sector provider of high demand, high growth affordable housing.

The Group has a high quality, deliverable consented land bank combined with an excellent strategic land capability, and as One Vistry we are especially focused on maximising the returns from larger multi tenure developments.  In the first half of 2022 , our Housebuilding and Partnerships businesses together continued to secure new, high quality development opportunities, while working successfully alongside each other on a number of existing sites, with this joint approach delivering enhanced overall returns.

Housebuilding

Housebuilding is focused on delivering controlled volume growth and significant margin progression from its existing operating structure and is making excellent progress towards its medium-term targets of 25% adjusted gross margin and 25% return on capital employed by 2025 ('25x25x25').

The business has national coverage through its 13 operating regions with each targeting annual output of between 550 to 625 units including JV's, giving an overall volume capacity for Housebuilding of more than 8,000 units (2021 total Housebuilding completions including JVs: 6,551) in the medium term.  The business is targeting controlled volume growth from this existing business structure.

Housebuilding delivered a step up in adjusted gross margin in the period to 23.0%, progressing towards its target of 25% by 2025 and increased its return on capital employed to 21.7%.  Key to driving returns are:

Land buying: leveraging the 'One Vistry' proposition and relationships including joint bids with Vistry Partnerships on larger developments

Strategic land: maximising our strong in-house capability, targeting 30% of completions from strategic land

Operating structure: increasing volumes through business' existing infrastructure, with a highly experienced leadership team in place

Future Homes Standard: continual review of build product and processes, no 'Green Premium' factored in to date

Multiple branding: increasing proportion of multiple branded developments on Housebuilding sites

Extras: our improving offering and customer proposition is delivery strong growth in profitable 'Extras' revenues

Partnerships

Vistry Partnerships holds a leading position within the partnerships market, with its established relationships, key capability and extensive track record, its key competitive advantages. 

The business delivers across the full range of housing tenures including affordable rent, extra care, elderly accommodation, PRS, shared ownership and open market sales.  Its broad and differentiated client base including Local Authorities, Housing Associations and investment companies want a 'trusted one-stop shop' that is able to meet its needs across all housing tenures and products.

Vistry Partnerships' business model has a robust and counter-cyclical revenue stream reflecting the very high level of demand for affordable housing, cross party government support for affordable housing, and a large, well-funded and diverse, client base.  Partnerships requires a minimum of 50% pre-sold revenues on all its developments, with a large number having a significantly higher proportion.

The business is making excellent progress with its strategy of driving rapid growth in mixed tenure revenue and is firmly on track to deliver on its 2022 targets of £1bn revenue, an adjusted operating margin of at least 10% whilst maintaining a return on capital employed in excess of 40%.

In the medium term, Partnerships is targeting average revenue growth of 12% p.a. and £1.6bn of revenue, an operating margin of at least 12% whilst maintaining return on capital employed in excess of 40%.

Key to delivering this strategy is maximising the benefits of One Vistry, including access to capital, land buying expertise and strategic land capability, retail brand strength, and procurement savings and buying power.

Board of Directors

As previously announced, Ian Tyler stepped down as Chairman of the Company at the Group Annual General Meeting on 18 May 2022 after eight and a half years in the role, with Ralph Findlay succeeding him as Chairman effective from that date.  Ralph Findlay had served as a Non-Executive Director of the Company since April 2015, had chaired the Audit Committee and was Senior Independent Director.  Ashley Steel who joined the Board in June 2021 has been appointed as Senior Independent Director.

At the AGM on 18 May 2022, the Board was delighted to appoint Rowan Baker as a Non-Executive Director of the Company, as Chair of the Audit Committee and a member of the Nomination Committee and the Remuneration Committee.  Rowan is a highly experienced Chief Financial Officer in construction and development and her financial expertise and sector experience further strengthens the Board.

Capital allocation and dividends

With balance sheet strength, our priority remains investing in the business to support the Group's growth strategy.  The Housebuilding business remains focused on controlled volume growth, driving margins and return on capital employed, while Partnerships continues to drive rapid growth in its higher margin mixed tenure revenues whilst retaining its higher return on capital employed.

The Group stated that surplus capital, following investment in the business to support the Group's growth strategy and the payment of ordinary dividend, would be returned to shareholders.

On 27 May 2022 the Group announced the commencement of a share buyback programme to repurchase up to £35m of ordinary shares.  This was completed on 20 July 2022.  The Board considers that it returned a prudent level of cash to shareholders, which reflected the robust trading of the Group, while also retaining a strong balance sheet.

 

Financial review

Trading performance

Trading in the first six months of the year has been positive and we experienced strong demand across all areas of the business with a sales rate of 0.84 (2021: 0.76) and the cancellation rate remaining stable. We are cognisant of the potential headwinds facing the sector as interest rates rise and cost of living increases continue to impact consumer confidence although we have yet to see these headwinds adversely impact the business.

Total completions

During the first half the Group delivered 5,409 (H1 21: 5,351) legal completions, including 100% of JV completions, representing a 1.1% increase to the prior year. This growth was driven primarily by Partnerships and reflects the investment we have made in mixed tenure in 2021 and 2022 as part of our growth strategy for this segment.

Housebuilding

H2 22

H1 21

Change

Private

1,816

1,853

-2.0%

Affordable

643

669

-3.9%

JV's (100%) Private

639

441

+44.9%

JV's (100%) Affordable

121

163

-25.8%

Total Housebuilding

3,219

3,126

+3.0%





Partnerships


 


Mixed tenure

643

432

48.8%

JV's (100%) Mixed tenure

463

463

0.0%

Total mixed tenure

1,106

895

+23.6%

Total completions 10

4,325

4,021

+7.6%

Partner delivery units

1,084

1,330

-18.5%

Revenue

Total adjusted revenue2, including share of JV revenue of £1,328.4m, was 5.5% higher than the same period last year (H1 21: £1,259.4m). On a reported basis5 revenue was £1,163.0m, 3.0% higher than prior year (H1 21: £1,129.4m).

Reported revenue and cost of sales for H1 21 comparative period has been restated in relation to trading with our Joint ventures 11.

Adjusted gross and operating profit

Adjusted gross profit2 was £280.5m in H1 22 (adjusted gross margin2: 21.1%), which compares to £248.0m in H1 21 (adjusted gross margin2: 19.7%). The first six months continued to benefit from a strong housing market with house price inflation of between 5% and 8% on private units more than offsetting build inflation of c6%.

Overall, we have seen build cost inflation of c6% during the period with higher energy prices impacting materials production and a continued tight labour market.

Adjusted operating profit2 is £198.2m (H1 21: £175.5m) with the increase coming through from higher levels of gross margin1, offsetting a small increase in overheads. Adjusting operating margin11 was 14.9% (H1 21: 13.9%).

The Group delivered an adjusted profit before tax4 of £189.9m (H1 21: £166.1m).

11 Refer to Note 1 - Basis of Preparation for further explanation on the prior period restatement




Adjusted Performance Measures

The Group manages the business by focussing on non GAAP measures, which we refer to as adjusted measures, as we believe they provide a better comparison of underlying performance measures from one period to the next as GAAP measures can include one-off, non-recurring items and recurring items that relate to earlier acquisitions.

The adjusted performance measures, including those costs classified as exceptional, are categorised in 3 areas: the amortisation of acquired intangible assets (H1 22: £7.1m, H1 21: £7.1m); an incremental fire safety provision (H1 22: £71.4m, H1 21: £2.8m, acquisition related costs), and; share of JV operating results. The Group no longer takes any small, residual integration costs relating to the Linden and Partnerships acquisition to exceptional items.

For further details see Note 13.

Reported profit

On a reported basis5, the Group delivered a profit before tax of £111.3m (H1 21: £156.2m), comprising operating profit of £89.3m (H1 21: £139.1m) after exceptional costs of £71.4m (H1 21: £2.8m), net financing income of £1.0m (H1 21: £3.0m) and share of JV profit of £21.0m (H1 21: £14.1m).

Fire safety provision

Subsequent to our reporting of the FY21 results in March 2022, on 7 April 2022 the Group signed up to the Government's Developer Pledge for fire safety remedial work required on developments over 11 metres high. The signing of the pledge increased the Group's exposure to remedial work from the previous legal requirement significantly and we signalled that the extra charge would be in the range of £35m to £50m on top of the £25.2m provision that was recorded in the accounts as at 31 December 2021. The provision of £25.2m was after amounts used of £1.4m with a total charge recognised to the end of 2021 of £26.6m.

Vistry Partnerships, predominantly in its role as contractor but also as developer, has reviewed over 100 developments that are over 11 metres high and has for the past four years worked with clients to remediate fire safety issues on 18 buildings. Under the pledge, the constructive obligation falls more heavily on the developer than any associated contractor. The review of all potential developments with remedial fire safety issues has now been completed. The total charge for the period of £5m relates to the inclusion of project management fees for the program of works and this has meant the provision at the 30 June 2022 stands at £12m, post spend of c£0.1m in the period.

Vistry Housebuilding primarily acts as a developer with the majority of the exposure to developments over 11 metres high coming from the Linden Homes legacy business.  The Bovis legacy business does not have any significant exposure as the company rarely developed buildings taller than 11 metres high with only 2 being identified to date for review, where no remedial works are required. At the 31 December 2021 the provision held for the Housebuilding remedial works was £18.1m.

The Group has concluded its review of potential Vistry Housebuilding developments requiring remedial fire safety works and this was achieved by 44 developments being reviewed in detail since the year end - 23 buildings 11 to 18 metres high, 21 buildings taller than 18 metres. The review was based on the new obligations set out in the developer's pledge. The estimated total cost to remediate these developments totals £84.5m including the £18.1m that had already been provided for at 31 December 2021. The charge in the period of £66.4m includes a provision for 5 years of project management fees of £16.5m and an increase to the underlying remedial works required of £49.9m. Following spend in the period of £2.3m the provision held at 30 June 2022 stands at £82.2m. As at the balance sheet date the total Group provision was £94.2m for the expected costs of remedial works that may be required for fire safety.

The estimated cost to remediate both Vistry Partnerships and Vistry Housebuilding developments is made on an uninflated basis. The estimation has been made using best available information and assumes industry sector views as to the level of mandated remedial work required and that VAT can be recovered on any works completed.

Negotiations are ongoing with the Government in respect of the contractual agreement that would codify the specific legal obligation that parties signing the pledge will have to honour. The current position from Government differs from the industry's view by taking liabilities beyond the scope of the April pledge. Without any legal obligation to fulfil the Government's view, no provision is being made for any additional remedial charges. However, this could be in the range of £10m-£15m should the Government's position prevail. Additionally, there has been no determination of the VAT treatment of remedial works and whether this can be wholly or substantially recovered. Should either of these positions change then we will need to review our liabilities appropriately.

We remain committed to the proper consideration of any relevant case and are in the process of actively reaching out to each of the developments that we have reviewed and have assessed as requiring remedial works.

Housebuilding

Housebuilding

H1 22

H1 21

Change

Total completions incl. 100% JVs1

3,219

3,126

+3.0%

Adjusted revenue2

£902.4m

£868.7m

+3.9%

Adjusted gross profit2

£207.7m

£189.0m

+9.9%

Adjusted gross margin2

23.0%

21.8%

+1.2ppts

Adjusted operating profit2

£170.0m

£151.2m

+12.4%

Adjusted operating margin2

18.8%

17.4%

+1.4ppts

TNAV12

£1,385.2m

£1,504.8m

-7.9%

Housebuilding delivered a small increase in total completions including 100% of JVs at 3,219 units which included 764 affordable homes representing 24% of total completions (H1 21: 832 affordable homes, 27% of total completions). Underlying adjusted revenue1, excluding land sales of H1 22 £0.8m and H1 21 £17.0m, has increased to £901.6m from £851.7m in H1 21, an increase of 5.9%.

Housebuilding pricing has remained strong in the year given increased customer demand with the average sales price for our private homes in housebuilding having increased 5.1% to £369,000 (H1 21: £351,000). The total average sales price increased by 5.3% to £317,000 (H1 21: £301,000).

Housebuilding adjusted gross2 profit of £207.7m and Housebuilding adjusted gross margin2 of 23.0% continues to grow from 2021 (H1 21: adjusted gross profit2: £189.0m, adjusted gross margin2: 21.8%). 2022 adjusted gross margin12 continues to benefit from moving upwards towards the average embedded margin in the land bank with a greater proportion of completions coming from high margin strategically sourced land. There has been no material impact from one-off events such as land sales. Progress on Housebuilding gross margin1 is still expected for the remainder of 2022, as the business moves towards a target of 25% gross margin1 supported in part by the current embedded land bank margin of 25.3%.

Housebuilding adjusted operating profit2 of £170.0m has risen by 12.4% from the same period last year (H1 21: £151.2m) with adjusted operating margin1 also growing to 18.8% (H1 21: 17.4%). The Housebuilding segment has a stable operating structure, with 13 regional business units, which enables good management of overheads and there is capacity within this structure to support volume growth in 2022 and beyond.

12 Tangible net asset value is calculated as total net assets less acquired intangible assets and goodwill




Partnerships

Partnerships

H1 22

H1 21

Change

Total completions incl. 100% JVs

1,106

895

+23.6%

Adjusted revenue1

£425.9m

£390.6m

+9.0%

Adjusted operating profit2

£43.6m

£35.5m

+23.0%

Adjusted operating margin1

10.2%

9.1%

+1.1ppts

TNAV12

£106.2m

£65.9m

+61.2%

 

Adjusted revenue1 from Partnerships for the period totalled £425.9m, made up of £203.7m (35.7%) from partner delivery and £222.2m (10.1%) from mixed tenure operations. (H1 21: £390.6m, partner delivery: £226.7m (58.0%), mixed tenure: £163.9m (42.0%)).

Partnerships sold a total of 1,106 units (H1 21: 895 units) from its mixed tenure operations, including JVs, with an average selling price of £251,000 (H1 21: £251,000) and partner delivery revenue generated equivalent units of 1,084 (H1 21: 1,330). The partnerships business operated from an average of 29 active mixed tenure sites in H1 22 with this number expected to increase for the remainder of 2022.

Partnerships continues to grow both volume and value with an increase in adjusted operating profit2 to £43.6m (H1 21: £35.5m) and adjusted operating margin1 increasing to 10.2% (H1 21: 9.1%), largely due to the increase in mixed tenure.

The Partnerships business has been, and will be, impacted by the same build cost inflation as Housebuilding but the aggressive growth in mixed tenure completions as planned has seen the Partnerships adjusted operating profit2 continue to grow in both absolute and margin terms.

This growth is further supported by management of the cost base through having an appropriate level of contingency in our pre-sale agreements, as well as in longer term deals seeking to link future revenues to a build cost index.

Group costs

The Group segment reported a rise in direct PLC costs totalling £15.5m (H1 21: £11.3m). Direct PLC costs include the costs of the PLC board, share based payment and related items. The step up in the year reflects the strong performance of the Group coming through in shared based payments and annual incentive awards.

Financing and taxation

Net financing income during the period was £1.0m (H1 21: £3.0m) and net bank interest and commitment fees increased to £6.0m (H1 21: £4.5m).

The Group also incurred a £2.3m charge (H1 21: £2.6m), reflecting the imputed interest on land bought on deferred terms. JVs which are funded through loans are charged interest by the Group, and this generated the majority of the £9.5m of finance income recognised (H1 21: £11.5m).

The Group has recognised a tax charge of £24.7m at an effective tax rate of 22.2% (H1 21: £34.8m at an effective rate of 22.3%). The effective tax rate is driven by the introduction of the Residential Property Developer Tax (RPDT) which has directly led to a charge for the period of £3.3m.

The Group has a current tax asset of £12.0m on its balance sheet as at 30 June 2022 (30 June 2021 current tax liability of £1.4m). This increase is due to adjustments in relation to prior periods, and payments made during the first half of 2022 in anticipation of profits generated in the second half of the year.

 

Dividends and earnings per share

During the period a final dividend of 40 pence per share for the 2021 financial year was paid on 24 May 2022 to holders of ordinary shares on the register at the close of business on 7 April 2022. Total ordinary dividends for the year are expected to be 70 pence per share (2021: 60 pence) in line with our capital allocation policy of a sustainable 2x cover.

Net assets and cash flow

As at 30 June 2022, net assets of £2,366.0m were £24.6m lower than at the start of the year as the Group continues to invest in land and work in progress. Net assets per share were 1,067p (31 December 2021: 1,075p).

Goodwill and intangibles totalled £669.1m at 30 June 2022 (31 December 2021: £675.3m) with the decrease resulting from the amortisation of intangibles.

Tangible net assets11 increased from £1,480.6m at 31 December 2021 to £1,581.9m at 30 June 2022 driven by the continued investment in land and work in progress which increased by £136.9m to £2,099.0m.

Trade and other receivables increased by £10.2m to £252.1m. Trade and other payables decreased by £34.7m to £1,142.7m and includes land creditors which decreased by £9.1m to £405.2m (31 December 2021: £414.3m).

As at 30 June 2022 the Group's net cash6 balance was £115.0m. Having started the year with £234.5m the Group generated an operating cash inflow before land expenditure of £291.4m (H1 21: £237.7m). Net cash6 payments for land investment were increased at £291.6m (H1 21: £171.3m).

Investing cash inflows totalling £45.8m (H1 21: £12.0m) relates to dividends received from joint ventures and loan repayments from joint ventures offset by investments made in JVs and acquisitions of intangibles and property, plant, and equipment.

Financing cash flows of £30.8m (H1 21: £52.8m) is predominantly made up of £88.7m (H1 21: £44.3m) of dividends paid in the period, share buyback programme of £12.8m (H1 21: £nil), cancellation of owned shares of £9.3m (H1 21: £nil) and net movements on the revolving credit facility with drawdowns and repayments of £370.0m (HY21: £80.0m) and £221.0m (H1 21: £80.0m) respectively.

The Group's financing facilities comprise of a £500m revolving credit facility, a £100m US Private Placement facility, a retained £50m bilateral term loan, an overdraft of £5m and a Homes England loan facility of £10.7m, bringing the Group's external funding facilities to £665.7m (31 December 2021: £665.7m ).

Land bank

Housebuilding land bank

 

 

H1 22

H1 21

Consented plots added

 

2,852

3,681

Sites added

 

12

16

Sites owned at period end

 

191

206

Sites controlled at period end

 

13

11

Total plots in land bank at period end incl share of joint ventures


30,555

31,896

ASP including share of joint ventures


£333,000

£302,000



The average selling price of all units within the consented land bank increased over the period to £333,000 (H1 21: £302,000). The estimated embedded gross margin1 in the consented land bank as at 30 June 2022, based on prevailing sales prices and build costs is 25.3% (31 December 2021: 24.5%). This margin continues to improve with additions to the land bank exceeding usage and good terms achieved on acquisition whilst older, less valuable, sites are traded out.

In addition, we have increased the cost base in the land bank, impacting the embedded gross margin1 to include our current estimates of costs for both Part L and F of the Future Homes Standards.

The housebuilding land bank including JVs of 30,555 plots as at 30 June 2022 represents c 4.4 years of supply based on H1 22 completion volumes (30 June 2021: 31,896 plots and 4.9 years).

The land bank reflects our 25 x 25 x 25 Housebuilding strategy to deliver controlled growth in the medium term using existing operating structures and improving both gross margin1 and return on capital employed3 to 25% by the year 2025.

The 3,219 plots that legally completed in the period were replaced by a total of 2,852 plots from a combination of site acquisitions representing 1,232 plots and conversion of 1,620 plots from our strategic land pipeline and a further 508 plots secured on a conditional basis across 4 sites.

 

Partnerships land bank

 

 

H1 22

H1 21

Consented plots added

 

552

846

Sites added

 

4

4

Sites owned at period end

 

57

56

Sites controlled at period end

 

16

7

Total plots in land bank at period end incl share of joint ventures

 

12,314

10,137

ASP including share of joint ventures

 

£280,000

£272,000

Average consented land plot ASP

 

£35,000

£23,000

The average selling price of all units within the consented land bank increased over the period to £280,000 (H1 21: £272,000). The estimated embedded gross margin1 in the land bank as at 30 June 2022, based on prevailing sales prices and build costs is 19.5%.

The Partnerships land bank including JVs of 12,314 plots as at 30 June 2022 reflects our strategy to grow the level of mixed tenure development to contribute to the delivery of completions and partner units in support of the Partnership strategy, Project Pace.

The 1,106 mixed tenure plots that legally completed in the year were replaced by the acquisition of 552 plots on 4 sites and a further 1,614 plots were conditionally contracted on 8 sites. All sites acquired for Partnerships will support future returns on capital employed for the segment in excess of 40%.


Strategic land

As at 30 June 2022

 

Total sites

Total plots

0 - 150 plots

 

37

2,934

150 - 300 plots

 

39

8,024

300 - 500 plots

 

22

7,610

500 - 1,000 plots

 

16

9,675

1,000 + plots

 

8

12,300

Total

 

122

40,543

Planning agreed

 

7

3,698

Planning application

 

10

2,397

Ongoing application

 

105

34,448

Total

 

122

40,543

30 June 2021

 

123

38,164

 

Strategic land continues to be an important source of supply and, during the year, 1,852 plots have been converted from the strategic land pipeline into the consented land bank. A further 2,518 plots were contracted under options.

Strategic land remains well positioned to deliver high quality developments in the near to medium term with good progress on a number of significant projects.

Risks and uncertainties

The Group is subject to a number of risks and uncertainties as part of its activities. The Board regularly considers these and seeks to ensure that appropriate processes are in place to manage, monitor and mitigate these risks.

The directors consider that the principal risks and uncertainties facing the Group remain those as outlined in the 2021 Group Annual Report and Accounts on pages 60 to 65.

 


Group income statement


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Revenue (note 3)*

1,162,988

1,129,446

2,407,158

Cost of sales*

(1,009,852)

(927,789)

(1,967,886)

Gross profit

153,136

201,657

439,272

Analysed as:




Adjusted gross profit

280,505

247,990

542,965

Other operating income

(25,051)

(19,614)

(40,659)

Exceptional cost of sales (note 5)

(71,429)

-

(5,744)

Share of joint ventures' gross profit

(30,889)

(26,719)

(57,290)

Gross profit

153,136

201,657

439,272

Administrative expenses including exceptional items (note 5)

(88,854)

(82,158)

(194,517)

Other operating income

25,051

19,614

40,659

Operating profit

89,333

139,113

285,414

Analysed as:




Adjusted operating profit

198,167

175,460

368,368

Exceptional expenses (note 5)

(71,429)

(2,798)

(12,225)

Amortisation of acquired intangibles

(7,120)

(7,120)

(14,240)

Share of joint ventures' operating profit

(30,285)

(26,429)

(56,489)

Operating profit

89,333

139,113

285,414

Financial income

9,479

11,470

23,062

Financial expenses

(8,463)

(8,463)

(18,931)

Net financing income

1,016

3,007

4,131

Share of profit of joint ventures

20,996

14,093

29,991

Profit before tax

111,345

156,213

319,536

Analysed as:




Adjusted profit before tax

189,894

166,131

346,001

Exceptional expenses

(71,429)

(2,798)

(12,225)

Amortisation of acquired intangibles

(7,120)

(7,120)

(14,240)

Profit before tax

111,345

156,213

319,536

Income tax expense (note 9)

(24,719)

(34,831)

(65,411)

Profit for the period / year attributable to ordinary shareholders

86,626

121,382

254,125

 

 

 

 


 



Earnings per share

 



Basic

39.1p

54.8p

114.6p

Diluted

38.9p

54.6p

114.1p


 



Basic earnings per share (before exceptional items and amortisation of acquired intangibles)

67.4p

59.0p

125.5p

Diluted earnings per share (before exceptional items and amortisation of acquired intangibles)

67.2p

58.8p

124.9p


 



The above group income statement should be read in conjunction with the accompanying notes.

* Revenue and cost of sales for both comparative periods have been restated in relation to trading with our joint ventures (see note 1)

 


 

Group statement of comprehensive income


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Profit for the period / year attributable to ordinary shareholders

86,626

121,382

254,125

Other comprehensive (expense) / income

 



Items that will not be reclassified to the income statement

 



Remeasurements on defined benefit pension scheme

(4,123)

13,307

33,838

Deferred tax on remeasurements on defined benefit pension scheme

2,973

(2,761)

(9,148)

Total other comprehensive (expense) / income

(1,150)

10,546

24,690

Total comprehensive income for the period / year attributable to ordinary shareholders

85,476

131,928

278,815

 

The above group statement of comprehensive income should be read in conjunction with the accompanying notes.

 

 

 

Group balance sheet


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Assets




Goodwill

547,509

547,509

547,509

Intangible fixed assets

121,600

136,553

127,809

Property, plant and equipment

4,695

5,299

4,742

Right-of-use assets

25,828

34,293

31,069

Investments

187,415

151,962

175,064

Amounts recoverable from joint ventures

274,334

328,413

308,217

Trade and other receivables

677

854

454

Restricted cash

526

846

778

Retirement benefit asset

44,435

23,796

45,318

Total non-current assets

1,207,019

1,229,525

1,240,960





Inventories

2,099,005

1,958,259

1,962,155

Trade and other receivables

251,423

245,203

241,420

Cash and cash equivalents

427,949

342,598

398,714

Current tax asset

12,015

-

-

Total current assets

2,790,392

2,546,060

2,602,289

Total assets

3,997,411

3,775,585

3,843,249





Equity




Issued capital

110,598

111,147

111,154

Share premium and capital redemption

361,700

360,972

361,081

Merger reserve

823,513

823,513

823,513

Retained earnings

1,070,164

989,334

1,094,833

Total equity attributable to equity holders of the parent

2,365,975

2,284,966

2,390,581





Liabilities




Bank and other loans

112,981

311,035

164,260

Trade and other payables

150,928

164,838

211,296

Lease liabilities

17,317

22,911

18,836

Provisions (note 11)

85,681

33,617

30,928

Deferred tax liabilities

39,441

23,701

38,444

Total non-current liabilities

406,348

556,102

463,764





Bank and other loans

200,000

-

-

Trade and other payables

991,741

918,738

966,127

Lease liabilities

10,248

14,369

14,215

Provisions (note 11)

23,099

-

8,455

Current tax liabilities

-

1,410

107

Total current liabilities

1,225,088

934,517

988,904

Total liabilities

1,631,436

1,490,619

1,452,668





Total equity and liabilities

3,997,411

3,775,585

3,843,249

 

The above group balance sheet should be read in conjunction with the accompanying notes.

These condensed consolidated financial statements were approved by the Board of Directors on 8 September 2022.

 

Group statement of changes in equity


Own
shares
held

Other
retained
earnings

Total
retained
earnings

Issued
capital

Share
premium and capital redemption

Merger
reserve

Total


£000

£000

£000

£000

£000

£000

£000

Balance at 1 January 2022

(3,372)

1,098,205

1,094,833

111,154

361,081

823,513

2,390,581

Profit for the period

-

86,626

86,626

-

-

-

86,626

Total other comprehensive expense

-

(1,150)

(1,150)

-

-

-

(1,150)

Total comprehensive income

-

85,476

85,476

-

-

-

85,476

Issue of share capital

-

-

-

4

59

-

63

Purchase of own shares

(12,832)

-

(12,832)

-

-

-

(12,832)

Share-based payments

-

1,873

1,873

-

-

-

1,873

Dividend paid

-

(88,748)

(88,748)

-

-

-

(88,748)

Deferred tax on share-based payments

-

(1,129)

(1,129)

-

-

-

(1,129)

Cancellation of shares

-

(9,309)

(9,309)

(560)

560

-

(9,309)

Total transactions with owners recognised directly in equity

(12,832)

(97,313)

(110,145)

(556)

619

-

(110,082)

Balance at 30 June 2022 (unaudited)

(16,204)

1,086,368

1,070,164

110,598

361,700

823,513

2,365,975




 




 

Balance at 1 January 2021

(6,956)

906,741

899,785

111,127

360,657

823,513

2,195,082

Profit for the period

-

121,382

121,382

-

-

-

121,382

Total other comprehensive income

-

10,546

10,546

-

-

-

10,546

Total comprehensive income

-

131,928

131,928

-

-

-

131,928

Issue of share capital

-

-

-

20

315

-

335

LTIP shares exercised

3,009

(3,009)

-

-

-

-

-

Share-based payments

-

2,191

2,191

-

-

-

2,191

Dividend paid

-

(44,340)

(44,340)

-

-

-

(44,340)

Deferred tax on share-based payments

-

(230)

(230)

-

-

-

(230)

Total transactions with owners recognised directly in equity

3,009

(45,388)

(42,379)

20

315

-

(42,044)

Balance at 30 June 2021 (unaudited)

(3,947)

993,281

989,334

111,147

360,972

823,513

2,284,966




 




 

Balance at 1 January 2021

(6,956)

906,741

899,785

111,127

360,657

823,513

2,195,082

Profit for the year

-

254,125

254,125

-

-

-

254,125

Total other comprehensive income

-

24,690

24,690

-

-

-

24,690

Total comprehensive income

-

278,815

278,815

-

-

-

278,815

Issue of share capital

-

-

-

27

424

-

451

LTIP shares exercised

3,584

(3,584)

-

-

-

-

-

Share-based payments

-

4,543

4,543

-

-

-

4,543

Dividend paid

-

(88,709)

(88,709)

-

-

-

(88,709)

Deferred tax on share-based payments

-

399

399

-

-

-

399

Total transactions with owners recognised directly in equity

3,584

(87,351)

(83,767)

27

424

-

(83,316)

Balance at 31 December 2021 (audited)

(3,372)

1,098,205

1,094,833

111,154

361,081

823,513

2,390,581

 

The above condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

 

 

Group statement of cash flows


 

 



Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Cash flows from operating activities




Profit for the period / year

86,626

121,382

254,125

Depreciation and amortisation

15,347

16,248

32,524

Financial income

(9,479)

(11,470)

(23,062)

Financial expense

8,463

8,463

18,931

Loss on disposal of property, plant and equipment

-

-

1

Share-based payments

1,873

2,191

4,543

Income tax expense

24,719

34,831

65,411

Share of profit of joint ventures

(20,996)

(14,093)

(29,991)

Profit released on sale of assets from joint ventures

-

(78)

(265)

Increase in trade and other receivables

(10,226)

(3,432)

(15,308)

Increase in inventories

(136,850)

(122,932)

(125,634)

(Decrease) / increase in trade and other payables

(34,755)

68,669

143,604

Increase / (decrease) in provisions

66,158

(10,246)

(1,018)

Cash (used in) / generated from operations

(9,120)

89,533

323,861

Interest paid

(4,271)

(7,138)

(17,835)

Income taxes paid

(34,000)

(16,000)

(39,000)

Net cash (used in) / generated from operating activities

(47,391)

66,395

267,026





Cash flows from investing activities




Bank interest received

-

2

12

Acquisition of intangible fixed assets

(1,096)

(759)

(1,516)

Acquisition of property, plant and equipment

(865)

(4,707)

(1,546)

Loans made to joint ventures

(107,386)

(106,481)

(126,423)

Interest received on loans to joint ventures

5,814

6,837

32,730

Loan repayments from joint ventures

147,884

79,180

124,947

Distributions from joint ventures

1,176

13,599

16,989

Decrease in restricted cash

252

347

415

Net cash generated from / (used in) investing activities

45,779

(11,982)

45,608





Cash flows from financing activities




Dividends paid

(88,748)

(44,340)

(88,709)

Interest paid on lease payments

(363)

-

(905)

Principal elements of lease payments

(7,012)

(8,463)

(15,745)

Net proceeds from the issue of share capital

63

-

451

Purchase of own shares

(12,832)

-

-

Cancellation of own shares

(9,309)

-


Drawdown of bank and other loans

370,000

80,000

220,000

Repayment of bank and other loans

(220,952)

(80,000)

(370,000)

Net cash generated from / (used in) financing activities

30,847

(52,803)

(254,908)





Net increase in cash and cash equivalents

29,235

1,610

57,726

Cash and cash equivalents at 1 January

398,714

340,988

340,988

Cash and cash equivalents at the end of the period / year

427,949

342,598

398,714

 

The above group statement of cash flows should be read in conjunction with the accompanying notes.

 

 

 

1 Basis of preparation

Vistry Group PLC (the "Company") is a company domiciled in the United Kingdom. The condensed consolidated interim financial statements (the "Group financial statements") of the Group comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in joint ventures.

The Group financial statements were authorised for issue by the directors on 8 September 2022. These financial statements are unaudited but have been reviewed by PricewaterhouseCoopers LLP, the Company's auditors.

The Group financial statements do not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

The figures for the half years ended 30 June 2022 and 30 June 2021 are unaudited. The comparative figures for the financial year ended 31 December 2021 are an extract from the Group's statutory accounts for that financial year, which have been delivered to the Registrar of Companies. The report of the auditors of these statutory accounts was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.

The Group financial statements include the financial statements of the Company and all of its subsidiary undertakings. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The preparation of Group financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. In preparing these Group financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2021.

These Group financial statements have been prepared on the basis of the policies set out in the 2021 Group Annual Report and Accounts and in accordance with UK adopted IAS 34 and the Disclosure Guidance and Transparency Rules sourcebook of the UK's Financial Conduct Authority. The condensed consolidated interim financial statements have been prepared by applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2021. There is one exception, tax, which is calculated based on the estimated full year effective tax rate at the half year.

The Group financial statements do not include all of the notes of the type normally included in an annual financial report. The condensed consolidated interim financial statements should be read in conjunction with the annual consolidated financial statements for the year ended 31 December 2021 which were prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. This constitutes a change in the basis of preparation, as required by UK company law for the purposes of financial reporting as a result of the UK's exit from the EU on 31 January 2020 and the cessation of the transition period on 31 December 2020.

The change in basis of preparation is relevant given that the 2021 half year comparatives were prepared on a basis consistent with the annual consolidated financial statements for the year ended 31 December 2020, which were prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and  international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applied in the European Union.

There are no new standards effective for the first time in the period beginning 1 January 2022 which will have a material impact on the Group's reported results.

Goodwill impairment

The acquisition of Linden Homes and the Partnerships business in 2020 resulted in the recognition of goodwill and acquired intangible assets for the Group.

In order to assess whether goodwill and intangible assets require an impairment, an estimate must be made for the value in use of the cash generating units ("CGUs") which have goodwill allocated to them. The estimate for the value in use requires the calculation of a discounted cash flow, reflecting the future expected cash flows from the relevant CGUs. Goodwill must be reviewed on at least an annual basis for impairment, or earlier in the event that there is an indication of possible impairment.

The goodwill recognised by the Group at 30 June 2022 reflects the goodwill on acquisition of Linden and Partnerships on 3 January 2020. Details of the Group's goodwill impairment review are disclosed on pages 218 to 219 of the 2021 Group Annual Report and Accounts.

During the period, the market capitalisation of the Company fell below the net assets value of the Company. Whilst this could be considered an impairment trigger under IAS36, management have concluded that the macro economic environment that impacted all market valuations did not specifically reflect on the underlying value of the business, and as a result this was not considered an impairment trigger. A full goodwill impairment review will be conducted during the second half of the year and the details will be disclosed in the 2022 Group Annual Report and Accounts.

Going concern

In the light of the committed business combination between the Company and Countryside Partnerships PLC announced on 5 September 2022, the Group has prepared a cash flow forecast for the combined business (the Enlarged Group) to confirm the appropriateness of the going concern assumption in these interim financial statements. The forecast was prepared using a likely base case and a severe but plausible downside sensitivity scenario. In the downside scenario the Company has assumed decreased affordability, leading to reduced demand for housing and falling house prices. We continue to see build cost inflation with higher energy prices impacting materials production and a continued tight labour market. In both the base case and the downside sensitivity scenario, the forecasts indicated that there was sufficient headroom and liquidity for the business to continue based on new facilities for the Enlarged Group signed up ahead of the 5 September 2022 announcement. In each of these scenarios the Enlarged Group was also forecast to comply with the required covenants on the aforementioned borrowing facilities. Consequently, the Directors have not identified any material uncertainties to the Company's ability to continue as a going concern over a period of at least twelve months from the date of the approval of the financial statements. As such, the Directors have concluded that using the going concern basis for the preparation of the financial statements is appropriate. In the event that the business combination does not go ahead a review has also been made of the business continuing on a stand alone basis, including the absorption of aborted transaction fees, and this review has concluded that the business will also continue as a going concern.

In the downside sensitivity scenario, the following assumptions have been applied:

- A 15-20% reduction in private sales volumes, with a corresponding reduction in development spend

- A 5-10% reduction in private sales prices

- A rise in interest cost of 100bps

The impact of these downsides is then mitigated by:

- Cessation of uncommitted land spend

- Reduction in overheads to reflect reduction in bonuses, temporary employee costs, etc.

 

The Board continues to take prudent decisions to best support the business, including measures to protect the Group's cash position, liquidity and maintain a robust balance sheet.

 

Fire safety cladding

Management have reviewed all current legal and constructive obligations with regards to remedial work to rectify legacy fire safety issues. Where known obligations exist, these have been evaluated for the likely cost to complete and an appropriate provision has been created.

On 7 April 2022 the Group signed up to the government's Developer Pledge for fire safety remedial work required on developments over 11 metres high. The signing of the pledge did crystalise the scope and therefore the additional costs of the Group's obligation to perform additional remedial work, and whilst there is still uncertainty as to the precise standard that remedial works must be completed to and and the VAT treatment of remedial works and whether this is wholly or substantially recoverable, the Group has been able to assess all known developments that may require remedial work and through the use of third party and in house technical expertise has been able to quantify the current liability to the Group and record a suitable provision as a result. The provision has been calculated in line with IAS 37 - Provisions, Contingent Liabilities and Contingent Assets.

The potential additional obligations on the sector and the Group are being resolved through discussions with Government. The current status of negotiations suggests a potential further charge of between £10m-£15m. However, these negotiations are not concluded, and at this time the Group does not have a constructive or legal obligation and therefore no additional provision has been booked. See note 11 for more detail.

 

Restatement of Vistry Group PLC 2021 financial statements and notes

Reported revenue and cost of sales have been restated in the six months ended June 2021 (increasing Partner delivery revenue and cost of sales by £26.7m) and the year ended 31 December 2021 (increasing Partner delivery revenue and cost of sales by £48.1m) to correct a prior period error in calculating the revenue and associated cost of sales that can be recognised in relation to assets previously sold by the Group to joint ventures that have subsequently been sold by these joint ventures to external parties. The gross profit element of this error is de minimis, and as a result no adjustment to gross profit has been made in the restatement.

 

2 Seasonality

In common with the rest of the UK housebuilding industry, activity occurs year round, but there are typically two principal selling seasons: spring and autumn. As these fall into two separate half years, the seasonality of the business is not usually pronounced, although it is biased towards the second half of the year under normal trading conditions.

 

3 Revenue

Reported revenue by type:


30 June 2022
(unaudited)

30 June 2021
(unaudited)

31 Dec 2021
(audited)


£000

£000

£000

Private housing

795,880

711,106

1,599,616

Affordable housing

127,832

144,825

261,894

Partner delivery revenue*

236,212

253,452

516,769

Land sales

844

17,025

22,727

Release of deferred revenue from joint ventures

-

186

243

Other

2,220

2,852

5,909

Total

1,162,988

1,129,446

2,407,158

 

* Revenue and cost of sales for both comparative periods have been restated in relation to trading with our joint ventures (see note 1)

 

4 Segmental reporting

All revenue and profits disclosed relate to continuing activities of the Group and are derived from activities performed in the United Kingdom.

The Chief Operating Decision Maker (CODM), which is the Board, notes that the Group's main operation is that of a housebuilder and it operates entirely within the United Kingdom. The Board have identified two separate segments having taken into consideration IFRS 8: "Operating Segments" criteria - Housebuilding and Partnerships.

Segmental reporting is presented in respect of the Group's business segments reflecting the Group's management and internal reporting structure and is the basis on which strategic operating decisions are made by the Group's CODM.

The Housebuilding segment develops sites across England, providing private and affordable housing on land owned by the Group or the Group's joint ventures. Housebuilding offers properties under both the Bovis and Linden brand names.

The Partnerships segment specialises in partnering with housing associations and other public sector businesses across England, including London, to deliver either the development of private and affordable housing on land owned by the Group or the Group's joint ventures, or to provide contracting services for development. The Partnerships segment operates under the Vistry Partnerships and Drew Smith brand names.

Segmental adjusted operating profit and segmental operating profit include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Central head office costs are allocated between the segments where possible, or otherwise reported within the separate column for Group items together with acquisition related exceptional items and amortisation of acquired intangibles.

Segmental tangible net asset value (TNAV) includes items directly attributable to the segment as well as those that can be allocated on a reasonable basis, with the exception of net cash or debt, retirement benefit assets / liabilities and tax balances payable / receivable.

Adjusted financial results include share of joint ventures and exclude exceptional items. Adjusted gross profit is stated including other operating income.

Adjusted financial results include share of joint ventures and adjusted gross profit is stated including other operating income.



Segmental financial performance

 

Housebuilding

Partnerships

Group items

Total

Period ended 30 June 2022 (unaudited)

£000

£000

£000

£000

Revenue

775,826

387,162

-

1,162,988

Share of joint ventures' revenue

126,592

71,242

-

197,834

Non GAAP joint ventures' revenue adjustment

-

(32,472)

-

(32,472)

Adjusted revenue

902,418

425,932

-

1,328,350






Gross profit

104,331

48,805

-

153,136

Share of joint ventures' gross profit

22,945

7,944

-

30,889

Exceptional cost of sales

66,439

4,990

-

71,429

Other operating income

13,993

11,058

-

25,051

Adjusted gross profit

207,708

72,797

-

280,505






Operating profit / (loss)

79,788

25,038

(15,493)

89,333

Share of joint ventures' operating profit

22,419

7,866

-

30,285

Exceptional items

66,439

4,990

-

71,429

Amortisation of acquired intangibles

1,380

5,740

-

7,120

Adjusted operating profit / (loss)

170,026

43,634

(15,493)

198,167






Adjusted gross margin

23.0%

17.1%

-

21.1%

Adjusted operating margin

18.8%

10.2%

-

14.9%












Housebuilding

Partnerships

Group items

Total

Period ended 30 June 2021 (unaudited)

£000

£000

£000

£000

Revenue*

778,963

350,483

-

1,129,446

Share of joint ventures' revenue

89,771

66,888

-

156,659

Non GAAP joint ventures' revenue adjustment*

-

(26,743)

-

(26,743)

Adjusted revenue

868,734

390,628

-

1,259,362






Gross profit

159,291

42,366

-

201,657

Share of joint ventures' gross profit

16,489

10,230

-

26,719

Other operating income

13,194

6,420

-

19,614

Adjusted gross profit

188,974

59,016

-

247,990






Operating profit / (loss)

133,588

19,595

(14,070)

139,113

Share of joint ventures' operating profit

16,277

10,152

-

26,429

Exceptional items

-

-

2,798

2,798

Amortisation of acquired intangibles

1,380

5,740

-

7,120

Adjusted operating profit / (loss)

151,245

35,487

(11,272)

175,460






Adjusted gross margin

21.8%

15.1%

-

19.7%

Adjusted operating margin

17.4%

9.1%

-

13.9%


 

 

 


Housebuilding

Partnerships

Group items

Total

Year ended 31 December 2021 (audited)

£000

£000

£000

£000

Revenue*

1,621,692

785,466

-

2,407,158

Share of joint ventures' revenue

207,614

126,977

-

334,591

Non GAAP joint ventures' revenue adjustment*

-

(48,116)

-

(48,116)

Adjusted revenue

1,829,306

864,327

-

2,693,633






Gross profit

337,449

101,823

-

439,272

Share of joint ventures' gross profit

39,348

17,942

-

57,290

Exceptional cost of sales

3,174

2,570

-

5,744

Other operating income

27,154

13,505

-

40,659

Adjusted gross profit

407,125

135,840

-

542,965






Operating profit / (loss)

260,734

47,827

(23,147)

285,414

Share of joint ventures' operating profit

38,689

17,800

-

56,489

Exceptional items

3,174

2,570

6,481

12,225

Amortisation of acquired intangibles

2,760

11,480

-

14,240

Adjusted operating profit / (loss)

305,357

79,677

(16,666)

368,368






Adjusted gross margin

22.3%

15.7%

-

20.2%

Adjusted operating margin

16.7%

9.2%

-

13.7%

* Revenue and cost of sales for both comparative periods have been restated in relation to trading with our joint ventures (see note 1)

 

 

(a)  Segmental financial position

 

 

Housebuilding

Partnerships

Group items

Total

Period ended 30 June 2022 (unaudited)

£000

£000

£000

£000

Goodwill and intangibles

277,924

391,185

-

669,109

Tangible net assets / (liabilities) excluding investments in joint ventures

1,227,127

76,919

90,437

1,394,483

Investments in joint ventures

158,107

29,308

-

187,415

Net cash

-

-

114,968

114,968











 

Housebuilding

Partnerships

Group items

Total

Period ended 30 June 2021 (unaudited)

£000

£000

£000

£000

Goodwill and intangibles

281,391

402,671

-

684,062

Tangible net assets / (liabilities) excluding investments in joint ventures

1,374,293

44,401

(1,315)

1,417,379

Investments in joint ventures

130,471

21,491

-

151,962

Net cash

-

-

31,563

31,563






 

Housebuilding

Partnerships

Group items

Total

Period ended 31 December 2021 (audited)

£000

£000

£000

£000

Goodwill and intangibles

278,381

396,937

-

675,318

Tangible net assets / (liabilities) excluding investments in joint ventures

1,222,002

54,782

28,786

1,305,570

Investments in joint ventures

151,080

23,984

-

175,064

Net cash

-

-

234,454

234,454

 

 

5 Exceptional items

Exceptional items are those which, in the opinion of the Board, are material by size and irregular in nature and therefore require separate disclosure within the income statement in order to assist the users of the financial statements in understanding the underlying business performance of the Group.

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Administrative expenses relating to the Acquisition

-

2,798

6,481

Cost of sales relating to legacy property fire safety

71,429

-

5,744

Total exceptional expenses

71,429

2,798

12,225

 

Exceptional expenses relating to legacy property fire safety result from ongoing investigations into properties developed where remediation works may be required. The amount of the provision reflects our best estimate to carry out these remediation works (note 11).

Tax on exceptional items in H1 22 was £15.7m (H1 21: £0.5m, FY 21: £2.3m).

 

6 Earnings per share

Profit attributable to ordinary shareholders

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Profit for the period / year attributable to equity holders of the parent

86,626

121,382

254,125

Profit for the period / year attributable to equity holders of the parent
(before exceptional items and amortisation of acquired intangibles)

149,461

130,768

278,267





 

Earnings per share

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Basic earnings per share

39.1p

54.8p

114.6p

Diluted earnings per share

38.9p

54.6p

114.1p





Basic earnings per share (before exceptional items and amortisation of acquired intangibles)

67.4p

59.0p

125.5p

Diluted earnings per share (before exceptional items and amortisation of acquired intangibles)

67.2p

58.8p

124.9p





 

Weighted average number of ordinary shares

 

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Weighted average number of ordinary shares

221,655,600

221,579,615

221,788,132





 

Basic earnings per share

 

Basic earnings per ordinary share for the six months ended 30 June 2022 is calculated on a profit attributable to equity holders of £86,626,000 (H1 21: profit after tax of £121,382,000; FY 21: profit after tax of £254,125,000) over the weighted average of 221,655,600 (H1 21: 221,579,615; FY 21: 221,788,132) ordinary shares in issue during the period.

 

Diluted earnings per share

 

The calculation of diluted earnings per share at 30 June 2022 was based on the profit attributable to equity holders of £86,626,000 (H1 21: profit after tax of £121,382,000; FY 21: profit after tax of £254,125,000).

 

The Group's diluted weighted average ordinary shares potentially in issue during the six months ended 30 June 2022 was 222,412,583 (H1 21: 222,507,940; FY 21: 222,787,131).

 

The average number of shares is increased by reference to the average number of potential ordinary shares held under option during the year. This reflects the number of ordinary shares which would be purchased using the aggregate difference in value between the market value of shares and the share option exercise price and fair value of future employee services. The market value of shares has been calculated using the average ordinary share price during the year. Only share options which are expected to meet their cumulative performance criteria have been included in the dilution calculation.

 

 

7 Dividends

The following dividends per qualifying ordinary share were settled by the Group:


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

May 2022: 40p (H1 21: 20p)

88,748

44,340

88,709


88,748

44,340

88,709

 

A final dividend of 40 pence per share was paid on 24 May 2022 in respect of 2021 following approval by shareholders at the AGM.

 

8 Financial Instruments

Fair values

 

There is no material difference between the carrying value of financial instruments shown in the balance sheet and their fair value.

 

 

Maturities of financial instruments


Less than 6
months
£'000

6-12 months
£'000

Between 1-2
years
£'000

Between 2-5
years
£'000

Over 5 years
£'000

Total
contractual
cash flows
£'000

Carrying
amount
£'000



30 June 2022 (unaudited)


Non-derivative financial assets









Restricted cash

188

-

-

-

338

526

526


Trade and other receivables

251,423

-

-

-

677

252,100

252,100


Cash and cash equivalents

427,949

-

-

-

-

427,949

427,949


Non-derivative financial liabilities









Bank and other loans

(151,238)

(50,885)

-

-

-

(202,123)

(200,000)


Long-term loans

(2,015)

(2,015)

(4,030)

(112,090)

(7,145)

(127,295)

(112,981)


Trade and other payables

(858,811)

(136,877)

(98,632)

(45,109)

(9,024)

(1,148,453)

(1,142,669)


Lease liabilities

(5,439)

(5,439)

(5,598)

(9,991)

(2,569)

(29,036)

(27,565)


Total net financial liabilities

(337,943)

(195,216)

(108,260)

(167,190)

(17,723)

(826,332)

(802,640)












Less than 6
months
£'000

6-12 months
£'000

Between 1-2
years
£'000

Between 2-5
years
£'000

Over 5 years
£'000

Total
contractual
cash flows
£'000

Carrying
amount
£'000



30 June 2021 (unaudited)


Non-derivative financial assets









Restricted cash

-

251

251

-

344

846

846


Trade and other receivables

245,204

-

-

-

853

246,057

246,057


Cash and cash equivalents

342,598

-

-

-

-

342,598

342,598


Non-derivative financial liabilities









Long-term loans

(4,561)

(4,561)

(209,122)

(12,090)

(112,030)

(342,364)

(311,035)


Trade and other payables

(813,124)

(105,594)

(100,565)

(51,622)

(15,407)

(1,086,312)

(1,083,576)


Lease liabilities

(8,849)

(6,449)

(8,974)

(9,767)

(4,656)

(38,695)

(37,280)


Total net financial liabilities

(238,732)

(116,353)

(318,410)

(73,479)

(130,896)

(877,870)

(842,390)












Less than 6
months
£'000

6-12 months
£'000

Between 1-2
years
£'000

Between 2-5
years
£'000

Over 5 years
£'000

Total
contractual
cash flows
£'000

Carrying
amount
£'000



31 December 2021 (audited)


Non-derivative financial assets









Restricted cash

217

217

-

-

344

778

778


Trade and other receivables

241,420

-

-

-

454

241,874

241,874


Cash and cash equivalents

398,714

-

-

-

-

398,714

398,714


Non-derivative financial liabilities









Bank and other loans

(725)

(725)

(50,725)

-

-

(52,175)

(50,000)


Long term loans

(2,015)

(2,015)

(4,030)

(114,105)

(8,097)

(130,262)

(114,260)


Trade and other payables

(880,491)

(89,674)

(149,647)

(53,222)

(12,691)

(1,185,725)

(1,177,423)


Lease liabilities

(7,936)

(6,958)

(6,165)

(10,105)

(3,631)

(34,795)

(33,051)


Total net financial liabilities

(250,816)

(99,155)

(210,567)

(177,432)

(23,621)

(761,591)

(733,368)




 

Estimation of fair values

 

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments:

 

Land purchased on extended payment terms

When land is purchased on extended payment terms, the Group initially records it at its fair value with a land creditor recorded for any outstanding monies based on this fair value assessment. Fair value is determined as the outstanding element of the price paid for the land discounted to present day. The difference between the nominal value and the initial fair value is amortised over the period of the extended credit term and charged to finance costs using the 'effective interest' rate method, increasing the value of the land creditor such that at the date of maturity the land creditor equals the payment required.

 


Six months ended
30 June 2022
£000
(unaudited)

Six months ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Balance at period / year end

405,226

375,952

414,254

Total contracted cash payment

411,011

378,708

422,555

Due within 1 year

254,751

211,187

205,546

Due within 1-2 years

102,169

100,565

149,490

Due within 2-3 years

27,295

37,517

25,335

Due within 3-4 years

11,545

9,279

18,926

Due within 4-5 years

6,269

4,826

9,945

Due in more than 5 years

8,982

15,334

13,313

 

Bank and other loans

Fair value is calculated based on discounted expected future principal and interest flows.

 

The maturity date for the Group's £50m term loan was amended on 23 February 2021 from March 2021 to March 2023. As this loan is repayable within 12 months of the 30 June 2022, this amount is now shown as a current liability (whereas it was shown as a non-current liability at 30 June 2021 and 31 December 2021).

 

Trade and other receivables / payables

Other than land creditors, the nominal value of trade receivables and payables is deemed to reflect the fair value. This is due to the fact that transactions which give rise to these trade receivables and payables arise in the normal course of trade with industry standard payment terms.

 

9 Tax

As part of the Government's Building Safety Package to bring an end to unsafe cladding, they have introduced a new tax payable on profits of Developers on 2 February 2022. This Residential Property Developer Tax (RPDT) is payable by the largest residential property developers in order that they make a fair contribution in order to fund cladding remediation works. This has been implemented with effect from 1 April 2022 at a rate of 4% and therefore we are disclosing the amount of RPDT charged on our profits separately in our financial statements.


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Income tax expense excluding residential property developer tax

21,383

34,831

65,411

Residential property developer tax

3,336

-

-

Total tax expense

24,719

34,831

65,411



 

10 Related party transactions

Transactions between fellow subsidiaries, which are related parties, have been eliminated on consolidation, as have transactions between the Company and its subsidiaries during this year.

 

Transactions between the Group, Company and key management personnel in the half year ended 30 June 2022 were limited to those relating to remuneration, which will be disclosed in the directors' remuneration report published in the Group Annual Report and Accounts 2022.

 

Mr. Greg Fitzgerald, Group Chief Executive, is Non-Executive Chairman of Ardent Hire Solutions Limited ("Ardent"). The Group hires forklift trucks from Ardent.

 

Mr. Graham Prothero, is Non-Executive Director and Chair of the Audit Committee of Marshalls PLC. The Group incurred costs with Marshalls PLC in relation to landscaping services.

 

Ms. Katherine Innes Ker, is a Non-Executive Director of Forterra PLC. The Group incurred costs with Forterra PLC in relation to the supply of bricks.

 

Mr. Ian Tyler, Non-Executive Chairman, is the Chairman of Affinity Water Limited and a Non-Executive Director of BAE Systems PLC. The Group received water services and incurred car parking charges with these companies, respectively, in the period. Ian Tyler resigned as the Non-Executive Chairman in May 2022 and therefore all related party transactions disclosed are up to the resignation date.

 

The total net value of transactions with related parties excluding joint ventures have been made at arms length and were as follows:

 



Expenses paid to related parties


Amounts payable to related parties


Amounts owed by related parties



Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Trading transactions













Ardent


2,937

2,646

5,598


716

534

426


-

-

-

Marshalls PLC


1

14

16


1

-

-


-

-

-

Forterra PLC


67

396

579


49

16

115


-

-

-

Affinity Water Limited


4

18

31


1

2

-


-

-

1

BAE Systems PLC


-

1

1


-

4

-


-

-

-



 

 

Transactions between the Group and its joint ventures are disclosed as follows:



Sales to related parties


Interest income and dividend
distributions from related parties



Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Trading transactions**


55,971

70,957

142,606


-

-

-

Non-trading transactions


-

-

-


10,904

24,778

40,183

** Trading transactions with joint ventures in the year ended 31 December 2021 has been restated within this note to include £100.6m of sales to Gallions LLP, Opal Silvertown LLP and Enfield LLP

 



Amounts owed by related parties


Amounts owed to related parties



Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Balances with joint ventures


274,334

328,413

308,217


47,467

33,282

46,010

 

 

Sales to related parties, including joint ventures, are based on normal commercial terms available to unrelated third parties. The loans made to joint ventures are all on normal commercial terms, bear interest at rates of between 3.5% and 5.1%; all balances with related parties will be settled in cash.

 

There have been no other related party transactions in the half year which have materially affected the financial performance or position of the Group, and which have not been disclosed.

 

11  Provisions

 


Legacy properties
fire safety

Site-related
costs

Other

Total


£000

£000

£000

£000

As at 1 January 2022

25,212

7,162

7,009

39,383

Additional provisions made

71,429

-

3,216

74,645

Amounts used

(2,423)

(65)

(2,001)

(4,489)

Unused provisions reversed

-

-

(759)

(759)

As at 30 June 2022 (unaudited)

94,218

7,097

7,465

108,780







Legacy properties
fire safety

Site-related
costs

Other

Total


£000

£000

£000

£000

As at 1 January 2021

20,885

13,437

6,079

40,401

Additional provisions made

589

186

299

1,074

Amounts used

(444)

(6,839)

-

(7,283)

Unused provisions reversed

-

(575)

-

(575)

As at 30 June 2021 (unaudited)

21,030

6,209

6,378

33,617







Legacy properties
fire safety

Site-related
costs

Other

Total


£000

£000

£000

£000

As at 1 January 2021

20,885

13,437

6,079

40,401

Additional provisions made

5,744

380

1,837

7,961

Amounts used

(1,417)

(6,080)

-

(7,497)

Unused provisions reversed

-

(575)

(907)

(1,482)

As at 31 December 2021 (audited)

25,212

7,162

7,009

39,383

 

Of the total provisions detailed in the table above £23,099,000 is expected to be utilised within the next year (HY 21: £1,013,000, FY 21: £8,455,000).

 

The legacy property fire safety provision includes estimated costs to remediate fire safety issues for finished developments. The Group has undertaken a review of all of its current and legacy buildings where a potential liability has been identified based on both legal and constructive obligations. As at the balance sheet date the Group has provided £94,218,000 for the expected costs of remedial works that may be required. During the period, £2,423,000 was spent. This review, performed by in house teams, involved a physical inspection of potentially impacted developments along with an assessment of the cost to remediate based on external cost estimates where available and in part on experiences of similar remedial work undertaken. The individual developments and associated cost to remediate were then reviewed by management. We expect the majority of this provision to be utilised over the next five years.



 

12 Reconciliation of net cash flow to net cash


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)





Cash and cash equivalents

427,949

342,598

398,714

Non-current bank and other loans

(112,981)

(311,035)

(164,260)

Current bank and other loans

(200,000)

-

-

Net cash

114,968

31,563

234,454

 

Analysis of net cash:

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)





Net cash at 1 January

234,454

37,885

37,885

Cash flow per cash flow statement

29,235

1,610

57,726

Loan repayments

220,952

80,000

370,000

Loan drawdowns

(370,000)

(80,000)

(220,000)

Imputed interest on USPP loan

451

439

884

Prepaid facility fees capitalised

-

-

500

Prepaid facility fees amortised

(124)

(372)

(4,444)

Reclassification of Homes England development loan

-

(7,999)

(8,097)

Net cash at the end of the period / year

114,968

31,563

234,454

 

13 Alternative performance measures

The Group uses alternative performance measures which are not defined within UK-adopted International Accounting Standards. The Directors use these alternative performance measures, along with UK-adopted International Accounting Standards measures, to assess the operational performance of the Group.

 

The definition and reconciliation of financial alternative performance measures used to UK-adopted International Accounting Standards measures are shown below:

 

Adjusted revenue

Adjusted revenue is defined as revenue including share of joint ventures' revenue:

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Revenue per Group income statement*

1,162,988

1,129,446

2,407,158

Non GAAP joint ventures' revenue adjustment*

(32,472)

(26,743)

(48,116)

Share of joint ventures' revenue

197,834

156,659

334,591

Adjusted revenue

1,328,350

1,259,362

2,693,633

 

* Revenue and cost of sales for both comparative periods have been restated in relation to trading with our joint ventures (see note 1)


     Adjusted gross profit

Adjusted gross profit is defined as gross profit including share of joint ventures' gross profit, plus other operating income and before exceptional cost of sales:

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Gross profit per Group income statement

153,136

201,657

439,272

Other operating income

25,051

19,614

40,659

Exceptional cost of sales

71,429

-

5,744

Share of joint ventures' gross profit

30,889

26,719

57,290

Adjusted gross profit

280,505

247,990

542,965

 

Adjusted operating profit

Adjusted operating profit is defined as operating profit including share of joint ventures' operating profit, before exceptional expenses and amortisation of acquired intangibles:

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Operating profit per Group income statement

89,333

139,113

285,414

Exceptional expenses

71,429

2,798

12,225

Amortisation of acquired intangibles

7,120

7,120

14,240

Share of joint ventures' operating profit

30,285

26,429

56,489

Adjusted operating profit

198,167

175,460

368,368

 

Adjusted profit before tax

Adjusted profit before tax is defined as profit before tax before exceptional expenses and amortisation of acquired intangibles:

 


Six months
ended
30 June 2022
£000
(unaudited)

Six months
ended
30 June 2021
£000
(unaudited)

Year ended
31 Dec 2021
£000
(audited)

Profit before tax per Group income statement

111,345

156,213

319,536

Exceptional expenses

71,429

2,798

12,225

Amortisation of acquired intangibles

7,120

7,120

14,240

Adjusted profit before tax

189,894

166,131

346,001

 

14 Share buy back

During the period ended 30th June 2022, the Group repurchased 2,620,180 shares at a cost of £22.1m of which 1,120,180 shares at a total cost of £9.3m were cancelled. £0.6m relates to capital redemption and is held in share premium and capital redemption on the balance sheet. As at 30th June 2022, the balance of the own shares held reserve increased by 1,500,000 to 1,937,133 (HY 21: 437,133 and FY 21: 437,133).

 

15 Post balance sheet events

Since 30 June 2022, the Group has settled £150m of revolving credit facility drawdown (£100m on 18 July 2022 and £50m on 20 July 2022).

 

On 5 September 2022, the Company announced a recommended combination of Vistry Group PLC and Countryside Partnerships PLC. The completion of the combination is subject to various regulatory and investor approvals and is expected to take place during the fourth quarter of 2022 and the first quarter of 2023. The assessment of going concern for the Group has been done on both a standalone and a combined business basis.

 

16 Further information

Further information on Vistry Group PLC can be found on the Group's corporate www.vistrygroup.co.uk including the analyst presentation document which will be presented at the Group's results meeting on 8 September 2022.

 

  Statement of directors' responsibilities

The directors confirm that these condensed consolidated interim financial statements have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

 

The directors of Vistry Group PLC are listed in the Vistry Group PLC Annual Report for 31 December 2021, with the exception of the following changes in the period:

 

· Rowan Baker was appointed on 18 May 2022; and

· Ian Tyler resigned from the Board on 18 May 2022.

 

A list of current directors is maintained on the Vistry Group PLC website: www.vistrygroup.co.uk

By order of the Board,

 

 

 

Greg Fitzgerald  Earl Sibley

Chief Executive  Chief Financial Officer

 

8 September 2022

 

 

 

Independent review report to Vistry Group PLC

Report on the condensed consolidated interim financial statements

Our conclusion

We have reviewed Vistry Group PLC's condensed consolidated interim financial statements (the "interim financial statements") in the Half year results of Vistry Group PLC for the 6 month period ended 30 June 2022 (the "period").

Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

The interim financial statements comprise:

· the Group balance sheet as at 30 June 2022;

· the Group income statement and Group statement of comprehensive income for the period then ended;

· the Group statement of cash flows for the period then ended;

· the Group statement of changes in equity for the period then ended; and

· the explanatory notes to the interim financial statements.

 

The interim financial statements included in the Half year results of Vistry Group PLC have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Half year results and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that the directors have inappropriately adopted the going concern basis of accounting or that the directors have identified material uncertainties relating to going concern that are not appropriately disclosed. This conclusion is based on the review procedures performed in accordance with this ISRE. However, future events or conditions may cause the group to cease to continue as a going concern.

 

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The Half year results, including the interim financial statements, is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the Half year results in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. In preparing the Half year results, including the interim financial statements, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Our responsibility is to express a conclusion on the interim financial statements in the Half year results based on our review. Our conclusion, including our Conclusions relating to going concern, is based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

8 September 2022

 

 

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