safestyleukplc.co.uk
Safestyle UK plc
Annual Report 2022
The UK’s No.1 for windows & doors
02
Safestyle UK plc
Annual Report & Accounts 2022
07
Strategic Report
What we do
01
Annual Report & Accounts 2022
Safestyle UK plc
Annual Report 2022
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19
23
31
57
Chairman’s
Statement
CEO’s
Statement
Financial
Review
Strategic
Roadmap
Risk
Management
65
Governance
Board of Directors
67 69 77
82
Audit Committee
Report
Directors’
Remuneration
Report
Directors’
Report
Independent
Auditor’s Report
93
Financials
Consolidated
Income
Statement
94 95 96 97
Consolidated
Statement of
Financial Position
Consolidated
Statement of
Changes in Equity
Consolidated
Statement of
Cash Flows
Notes to the
Consolidated
Financial
Statements
The UK’s No.1 for replacement
windows and doors
Highlights
Revenue (£m)
2019
126.2
2020
2021
2022
113.2
143.3
154.3
-10%
27%
Underlying (loss) / profit
before taxation¹ (£m)
(1.5)
(4.4)
(4.8)
7.6
Reported (loss) / profit
before taxation (£m)
(8.5)
(6.2)
6.0
(3.8)
Net cash² (£m)
0.4
7.6
12.1
8.0
CO (tonnes)
2
per frame installed³
0.0324
0.0304
0.0246
0.0227
6% reduction
19% reduction
Average frame price (£)
704
791
871
Frames installed
190,252
163,617
183,374
178,652
-14%
12%
12%
4%
678
¹ See the Financial Review on page 23 for definition of underlying (loss) / profit before taxation
² See the Financial Review on page 23 for definition of net cash
³ This is after carbon offset credit. See the Chairman’s Statement on page 17 for more details
Welcome and contents
Based on FENSA installation data
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
2019
2020
2021
2022
8%
8% reduction
10%
-3%
04
Safestyle have
over 43,000
customer
reviews rating
us ‘great’
In 2022 we received a total
of 8,220 customer reviews!
Absolutely fantastic
Start to finish everything was smooth and quick. Salesman wasn’t
pushy, surveyor was efficient and the window installers were brilliant.
Arrived right on time at 8am, cleaned up after themselves and did a
fantastic job. Would 100% use again and recommend to anyone.
Jonathan Meighan - 24 January 2023
Safestyle UK plc
Annual Report & Accounts 2022
You’re in safe hands with
Safestyle, established 1992
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Annual Report & Accounts 2022
Rated great with over
30,000 five star reviews
Proudly transforming homes for over 30 years
Trustpilot data March 2023
Excellent quality of the windows and doors
The quality of the windows and doors is excellent. The fitters were
so professional and hardworking. They were perfectionists and
nothing was too much trouble. So polite and respectful. Excellent
at cleaning up afterwards. Highly recommended.
Mrs Susan Woods - 01 February 2023
Great experience from start to finish
Great experience from start to finish. From the initial consultation,
pre-installation calls, post-installation check ups. Ive been very
impressed with the professionalism of Safestyle, quality of work and
would not hesitate to reccommend them to friends and family.
Najir Hussain - 30 January 2023
Safestyle UK plc
Strategic Report
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What we do
19
CEO’s Statement
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Financial Review
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Chairman’s Statement
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Strategic Roadmap
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Risk Management
Our 29 sales branches
provide coverage across the
country with our teams
generating enquiries and
responding locally to our
customers’ needs.
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1 Head Office
1 Manufacturing Facility
14 Installation Depots
29 Sales Branches
Annual Report & Accounts 2022
Safestyle UK plc
We are a national
company local to you
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Annual Report & Accounts 2022
Our experts are never far away...
Our nationwide network
of branches and depots
We have 29 sales branches and 14 installation depots
29
Sales Branches
Our 14 installation depots are
the hubs from which our
fitting operation can
efficiently fulfil our customers'
orders. Our expert fitting
teams visit their branch each
day to unload and reload
their vehicles, connect with
the nerve centre of the
company and set off to carry
out the day's orders.
14
Installation Depots
Strategic Report
Governance
Financials
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We are proud to be the UK's largest supplier of replacement windows
and doors to the UK homeowner market. We control all aspects of the
customer journey from start to finish which creates a personalised and
long-term relationship with each of our customers.
We efficiently manufacture customer specific,
high quality, energy saving products and
distribute to 14 installation depots
We expertly install the new windows and
doors before recycling the items we replace
in 1,000s of homes every year
We provide complete peace of mind for
every customer on every installation with
our up to fifteen year warranty period
We generate 1,000s of appointments through
various marketing channels with potential
customers each year
We help 1,000s of customers navigate the
complexity of options that they face when
changing their windows or doors
We survey over 50,000 properties to
precisely specify products ready for bespoke
manufacture in Barnsley
We contact our customers via email with a
survey of our overall quality of service
feeding into our Net Promoter Score
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
The Safestyle
customer journey
Personalised service from start to finish
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07
06
05
04
03
02
10
Marketing
Manufacture
Installation
Service
Feedback
Sales
Survey
Safestyle
Rated Great - 4.1 stars
Great job
Fitters arrived on time. Very friendly and
polite. Fitted the door in an hour and did
a very professional job. Cleared up after
themselves and left area as they found it.
We are very happy.
9th February 2023
Mr Philip Dowle
Strategic Report
Governance
Financials
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Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Plus a huge range of
furniture & handle options
Including a variety of door knockers to choose from,
letter plates, spy holes, safety chains, numbers and more...
As the UK’s number one we offer a wide range of products, in a variety of styles
and designs, all available in many stunning finishes with a huge choice of glass
and furniture options to name but a few. Here’s just a little taster of what we do...
You’ll almost be
spoilt for choice...
Mind-blowing number of combinations
Featuring a stunning range
of traditional, contemporary
and cottage styles
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Composite doors
With a beautiful range of
finishes, all you need to do is
pick your favourite colour
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Colour finishes
From modern grey to traditional oak
and all that's in-between, the below
colour options apply to PVCu doors,
all windows, garden doors and frames
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PVCu colours
Open the door to a world of
style, our PVCu doors are
super smart, take your pick
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PVCu door designs
White can be either
smooth or with a
woodgrain texture
Including casement, the
very clever tilt & turn
window and our range of
sliding sash windows
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Window types
Choose from French,
patio or bi-folding doors
03
Garden doors
White, black, gold, polished
chrome, satin chrome, pewter
and brushed chrome
07
Furniture colours
Our obscure glass range
offers various levels of privacy
10
Glass options
Strategic Report
Governance
Financials
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Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
The journey of a
Safestyle customer order
You’re in safe hands with Safestyle
Up and down the country,
hundreds of thousands of
people every year contact
Safestyle UK to register their
interest in energy efficient
windows & doors and request
a free quote.
01
Interest registered
Our appointment agents based
at Head Office or in our Sales
Branches speak to the customer,
confirm their interest and agree
upon a convenient time & date
for one of our representatives to
visit. The appointment is then
created within our lead
management system.
Through our lead
management system, the
appointment data is received
by the local branch. At which
time the appointment is then
assigned to a specific
representative for the visit.
02
03
Arrange appointment
Distribute to branch
The representative will visit the
property and go through all
relevant product and service
information with the potential
customer. Next they will
measure up, confirm all the
requirements and present a
no-obligation quote.
04
Visit the property
If the customer is happy and
wants to go ahead then back
in Bradford the order is
received, confirmed and all
details are double checked. A
survey will then be booked on
our system and the customer
will be notified.
One of our expert surveyors
will visit the property to double
check all measurements and
aspects of the job. All details
are confirmed with the
customer including styles,
designs etc. and we make
sure we are meeting the full
requirements of the customer.
05
06
Confirm & book survey
Survey the property
Head Office receive the detailed
survey. It is passed through
Quality Control for final checks
before sending to the pricing
team. Lastly, the installation
date is confirmed with the
customer, the order is created
and is electronically sent for
production to start.
07
Finalise survey to order
Under the watchful eyes of our
highly-skilled craftsmen, every
window & door is manufactured
in our state-of-the-art facility in
Barnsley to the customer’s exact
specifications. Having passed
through all quality control
checks, the products are then
transferred to our network of
depots ready for installation.
Once the products arrive at
the depot, the assigned team
will collect these bright and
early on the morning of
installation. They will check in
with the depot, go through the
work sheets and head off to
the installation.
08
09
Safestyle manufacturing
Ready for installation
At the agreed time date, our
fitting team will arrive ready for
the transformation. All work will
be carried out quickly, carefully
and professionally, installing the
customer’s new products to their
exact specifications. Great care
will be taken, leaving the property
as tidy and clean as we found it.
10
Installation day
Then the customer can sit
back, relax and enjoy their
brand new windows and doors
knowing that for the next 15
years we are only a phone call
or email away should they
need us. Our expert service
engineers are on hand to help
with any issues, big or small,
should they arise.
Within the first 48 hours after
their installation is complete,
our customers receive a quality
assurance call and an email
with a link to a survey. The
questions cover all relevant
aspects of our service so we
can accurately monitor our
performance and this feeds
into our Net Promoter Score.
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Peace of mind
Feedback
Strategic Report
Governance
Financials
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Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Go figure, Safestyle
in numbers for 2022
Wow, another very busy year for the UK’s No.1
148,228
windows made
in 2022, that’s a
lot of windows...
32,000
activities conducted
on our applicant
tracking system
Team Tailor
8,220
Trustpilot
reviews from
our customers
during 2022
3,413,613
metres of PVC profile
we replaced last
year. The equivalent
of almost 30,000
football pitches
9,000
applicants processed
11,116
in total for
2022 we
recycled
11,116 tonnes
of all waste
20,713
Workplace
reactions
14,033
online training
modules
completed
347,363
square metres of glass
produced in 2022.
That’s enough to glaze
the Burj Khalifa 3 times
210,495
minutes spent in 2022
completing online
training. That’s the
same as watching over
2,300 football matches
6,296
Workplace
comments
34,869
that’s a lot of PVCu and
composite doors. Did
you know, laid end to
end that’s roughly the
same length as
18 Heathrow runways!
11,647
Net Promoter
Score survey
responses,
almost the
same number
of people as
20 full Boeing
747 planes
3,411,804
new website visitors
3,714
tonnes of
glass was
recycled last
year...
2,158
tonnes of post
consumer PVCu
was recycled
8,540
French and
patio doors
manufactured
5,604
of those gave us
a 5 star rating
2,157
Workplace
posts created
during 2022
948
tonnes of
wood recycled
19,000
visitors to our
careers website
1,200
Workplace
messages
Strategic Report
Governance
Financials
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¹ See the Financial Review for the definition of underlying profit / (loss) before taxation
² See the Financial Review for the definition of net cash
Introduction
After a stable and profitable 2021, I
regret that Safestyle was again hit
by untoward events in 2022 – a
serious cyber-attack, a hot summer
affecting equipment in the factory
and the political volatility of the
autumn – which meant that pre-
investment profit reduced to around
break-even. Despite these
headwinds, the Board decided to
persevere with its investment plans
in the interests of building
sustainable profits in the medium-
term; these included getting the
brand back on TV, a training
programme for installation
colleagues, IT development and an
online trading brand. The Board
expects these investments to start
to make a difference in 2023 but to
be more obvious in later years.
Trading and financial performance
The Group delivered revenue growth
of 7.7% to £154.3m over 2021, driven
by pricing responses to the
inflationary environment. This
revenue growth would have been
higher were a planned January
price increase, designed to keep
pace with rapidly-rising input costs,
not delayed until April whilst we
recovered from the cyber-attack.
Consequently, these inflationary
pressures across materials, energy,
labour and lead generation resulted
in cost of sales increasing faster
than our top line revenue; gross
profit reduced by 13.4% to £37.9m
and gross margin percentage by
600bps to 24.5%.
The Group entered 2022 with a
strong balance sheet, which the
Board has used to continue to drive
the investment agenda in people,
training, customer service, brand
development and our IT roadmap,
all of which are critical to deliver on
the Group's strategic priorities that
were shared at the Capital Markets
Day in November 2022. This
investment, equating to c.£5m over
2022, is expected to underpin
delivery of our medium-term
performance targets, but did
contribute to reduced profitability in
2022. We expect to continue with
our investment agenda in 2023,
albeit prudently utilising the levers
at our disposal should market
factors dictate more conservative
investment.
Following the 2022 investment, the
Group produced an underlying
(loss) before taxation for the full
year of £(4.4)m compared to an
underlying profit in 2021 of £7.6m.
After non-underlying items,
reported (loss) before taxation¹ was
£(8.5)m compared to a profit of
£6.0m in the prior year. Basic EPS
was a loss of (4.7)p versus 3.5p last
year.
Balance sheet and dividend
The net cash² position at the end of
the year reduced to £8.0m (2021:
£12.1m) as a result of the financial
performance described above.
Pleasingly – and a representation of
our lender's confidence in the
Group's future – the £7.5m finance
facility was renewed in January
2023. This new facility runs until
December 2026 in the form of a
lower cost revolving credit facility.
Covenants have also been
renegotiated and are either
untested or scale in proportion to
the drawn facility.
An interim dividend of 0.4p per
share (2021: £nil) was declared and
paid in the year. The Board has
proposed a final dividend of 0.1p per
share (2021: £nil). The return to the
dividend list this year represents the
Board's confidence in the future of
the Group and the strength of the
balance sheet. A progressive
dividend is part of our wider capital
allocation policy. This policy
includes utilising operating
cashflows to reinvest behind the
strategic priorities of the Group as
well as assessing opportunities to
accelerate growth through
acquisitions and new business
development.
Sustainability
I can report that our focus on
sustainability in all the Group's
operations has yielded further
progress during 2022. The Group
maintained its performance in
recycling 95% of all waste
generated from all processes,
including materials removed from a
customer's home during an
installation. We continue to believe
this is the highest level in the
industry.
We are also continuing to make
strong progress towards our targets
for CO emissions per frame
2
installed. Last year, I reported that
we had exceeded our original
targeted reduction in this measure
three years earlier than planned.
Consequently, we reset our target
for a further reduction of 6% before
2025. I am pleased to report that
we are well on track to achieving
this target having achieved, before
carbon offsetting credits, a 2.0%
reduction in CO emissions per
2
frame installed versus 2021. This
year's reductions have been
achieved through further moves to
renewable energy, ongoing energy
usage reduction programmes
across the Group and increased
collaboration with suppliers.
Vehicle emissions now account for
well over 80% of the Group's total
emissions and therefore the key
remaining breakthrough required is
to electrify the Group's vehicle fleet
to which we added a further six
electric vehicles in 2022. However,
the largest segment of our fleet are
our commercial vans and we
require improved vehicle range as
well as an improved charging
infrastructure before we can fully
transition to electric-powered
vehicles.
As we target reductions in our
emissions, we are also working with
partners on various sustainability
programmes including carbon
offset programmes. I am pleased to
report that we offset 247 tonnes of
carbon emissions at the end of last
year. Taking this into account, our
CO emissions per frame installed
2
reduced by 7.7% versus 2021.
The Group's pre and post carbon
offset credits emissions per frame
performance will continue to be
reported to show progress as we
work to reduce emissions as much
as possible with current technology
and renewable energy and then
additionally show any benefit
achieved through offsetting residual
emissions with Gold Standard
carbon offsets.
Board changes
At the end of the year, our previous
CEO Mike Gallacher retired having
led Safestyle through the Safeglaze
saga in 2018, successfully navigated
the global pandemic as well as
overcoming the challenges
described above in 2022. I once
again thank Mike for his
commitment to our people and our
business during these turbulent
times and we wish him and his
family well for the future.
Consistent with our plans for
succession, the Board appointed
Rob Neale, who has been our CFO
for four and a half years, to the role
of CEO following Mike's retirement.
The Board and I are confident in
Rob's leadership ability and we look
to the future positively as the
business continues to target
delivery against its strategic
objectives.
On 1 March 2023, the Board
appointed Michelle Williams, who
has been Safestyle's HR Director
since 2017, to the Board as Chief
People Officer. Safestyle's people
represent a core enabler of our
strategic priorities and Michelle's
appointment reflects that. Michelle
has built a deep understanding of
our people, our business and our
industry and we look forward to her
ongoing contribution to the Group
as a Board director.
Finally, the search process for a new
CFO is well advanced and we will
provide an update on this in due
course.
Safestyle's people
Once again I conclude by
recognising the hard work of all our
people at Safestyle. 2022 had some
unexpected events that tested our
people who responded with
passion, skill and resilience.
Alongside overcoming numerous
challenges, they also contributed to
progress made with the foundations
that I am confident will deliver future
success.
I believe that Safestyle's team
continue to make the difference
and I look to the future with
confidence.
Alan C Lovell
Chairman
22 March 2023
Chairman’s Statement
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
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Governance
Financials
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20
We began 2022 with the clear
intention of building on the progress
made over the last few years as we
emerged from a period of sustained
turbulence whilst also initiating a
multi-year strategic investment
programme. I am pleased to report
that we achieved the latter, making
significant steps forward in a
programme to achieve our medium-
term objectives. Despite clear
progress in this regard, it has been
frustrating that our financial
performance was hindered by
unforeseen events that represented a
series of new challenges to overcome
in the year. Whilst disappointing, it
highlights the progress that we have
made as a business over the past
few years that we were able to
continue with our strategic
investment programme despite the
headwinds we faced in 2022.
Before I expand on the year, it is most
important to recognise that
Safestyle's people have once again
demonstrated that they possess all
the qualities needed to ensure that
the business ended the year ready to
press ahead in 2023. Their loyalty,
resilience, teamwork and
determination have all once again
come to the forefront throughout the
year as they stared into the
challenges presented to the business.
I am proud to lead a strong team and
look forward to continuing working
with them and all stakeholders as we
drive Safestyle towards our shared
goals.
2022 headlines
2022 had barely begun before our
promising momentum from 2021 was
interrupted when, on 25 January 2022,
the business was the subject of a
highly-sophisticated cyber-attack
which originated from Russia; at this
point we became one of many
businesses impacted by such an
incident. Our people's immediate
response was impressive and we
were able to maintain our core
operations, sales, surveying,
manufacturing and installations
although they were all hampered
during the recovery period which took
us into Q2 before operations were
back to business as usual.
Inevitably, the disruption impacted
our ability to service our customers at
the high levels we set ourselves. As
we moved into early summer, our
typically reliable factory encountered
issues attributable to the
extraordinary heatwave in July. This
caused operational, fulfilment and
service issues for the next two
months. Enhanced measures are
now in place to ensure that if we
experience similar temperature levels
in the future, the same impact will not
arise.
The economic and consumer outlook
worsened as we moved into H2.
Consumer confidence levels were
reportedly at a 40-year low and
inflation at a corresponding record
high. We brought forward our next
wave of TV advertising and looked to
leverage our clear value proposition,
the relevance of our product at a
time of high household energy costs,
market-leading finance options and
a credible 10-year warranty.
However, despite our actions, order
intake across the period from late
September to the end of October was
volatile. We attributed this to the
political and economic news cycle of
the period, which we believe had a
direct, adverse impact on consumer
confidence. Order intake (value)
across this period was 2.7% lower
than the prior year whilst, at the same
time, the Group experienced higher
costs of acquisition than prior years
due to the challenging market
context. Demand improved in early
November which resulted in order
intake (value) returning to expected
levels and growing by over 30% year
on year across the first three weeks of
November with lead generation costs
also returning to normalised levels.
This trading volatility had an adverse
impact on the financial performance
for the year, resulting in lower
installation volume levels in Q4 as
well as margin being diluted due to
higher costs of lead generation. On a
more positive note, the improved
order intake later in the year resulted
in an order book that closed the year
significantly ahead of our original
expectations, being only slightly lower
than the record levels of the last two
years and over 60% higher than pre-
pandemic closing order book levels.
A final significant event of 2022
followed an extensive selection
process and careful deliberation by
the Board which led to notice being
served on our existing PVCu profile
supplier and a transition plan to a
new supplier, Liniar, being enacted.
I am pleased to report that this
complex project was well-managed
within a demanding timescale and
the transition was successfully
completed on time and on budget
over the Christmas period. This
represents one of many examples
where we have made progress on
strengthening the fundamentals of
the business despite the challenging
events of the year described above.
Financial performance
Our financial performance, especially
in the first half of the year, was
materially impacted by the cyber-
attack at the end of January. The
Group's revenue delivery of £154.3m
represented 7.7% growth over 2021.
This revenue was achieved despite a
delay to a planned pricing change
designed to keep pace with
inflationary cost push having to be
delayed by three months due to the
cyber-attack.
Installation volumes declined over
2021 by 2.6% to 178,652 with the
cyber-attack and trading volatility
later in the year both impacting our
performance. Despite this volume
decline, latest figures from FENSA
suggest that our 2022 market share
marginally increased versus 2021; this
is encouraging given some of the
volume challenges were unique to us
and provides confidence that
ongoing market share gains are
achievable as we deliver on our
strategic priorities.
Moving beyond topline performance,
input costs in the year represent the
highest levels of inflation in many
years, increasing year on year by over
30% in some areas. The main drivers
were rising energy costs being
passed on by our suppliers as well as
higher raw material, staffing and fuel
costs. Our buying power and longer-
term contracts with fixed pricing
mitigated some of these effects for
part of the year. We continue to
move proactively to mitigate the
impact of these costs on our margins
through price changes, while
remaining conscious of our value
proposition in the market alongside
careful cost management.
2022 also represented a step-change
in our investment programme as part
of our medium-term plans to
modernise the business, drive growth,
provide a great customer service,
reduce adverse quality costs and
drive financial performance over the
medium-term. This investment
represented an increase in operating
expenses in the year versus 2021 of
c.£5m which includes £2.5m of TV
spend, alongside further growth in
people costs, IT, training and
customer service investment. Our
strong cash position has supported
this activity.
The Group's underlying (loss) before
taxation for the full year was £(4.4)m
compared to an underlying profit in
2021 of £7.6m. The majority of the
year on year difference can be
attributed to the adverse impact on
profits of the cyber attack which is
estimated at c.£4m (largely due to
the pricing delay described above)
and the year on year investments in
our strategic priorities of c.£5m.
Dividend
We were pleased to report a return to
dividend payments in our interim
results, confirming an interim
dividend of 0.4p per share (2021: £nil).
Despite the challenges faced last
year, we are confident about the
future and it remains our intention to
adopt a progressive dividend policy
going forward. We have declared a
final dividend of 0.1p per share (2021:
£nil) which brings the total dividend
for the year to 0.5p per share. Further
details of the dividend, including a
dividend timetable, are included in
the Financial Review further below.
Strategic priorities
The Group shared its strategic
priorities and objectives at its Capital
Markets Day in November 2022. At
this event, the management team
provided details of its programme
that it will focus on in order to deliver
its strategy and medium-term
financial targets.
For 2022, the strategic investment
programme delivered the following
specific activities:
Accelerating growth: In a highly-
fragmented market, the opportunity
to grow the business is clear. Driving
brand awareness is a key element of
our accelerating growth strategy.
From 2018 until the start of 2022,
brand investment had been
significantly curtailed, driving up
digital marketing costs and causing
erosion of our national brand
awareness. We returned to TV
advertising in February 2022 with a
second wave beginning in August
2022 with a campaign that
communicated a new, modernised
'Safestyle Saves' brand proposition
fronted by David Seaman MBE, the
former England goalkeeper.
Alongside the above the line
investment described above, which
totalled £2.5m in 2022, we have
continued to make significant
progress leveraging our scale in
digital marketing excellence,
supported by our class-leading
agency that we appointed in 2020.
Increasing the use of Artificial
Intelligence ('AI') and other search
and conversion optimisation
strategies will continue to be essential
to help offset what are rising levels of
digital marketing rate inflation.
We aim to combine the above key
pillars with rigorous customer insights
and targeted expansion of our
geographical presence to drive our
accelerating growth strategy in the
coming years.
CEO’s Statement
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Strategic Report
Governance
Financials
21
22
Transforming the customer
experience: Our mission is to deliver
a great customer experience every
time for our thousands of customers.
Our approach is based on designing
and implementing robust business
processes, supported by modern IT
systems and effective training to
provide speed, ease, certainty and
empathy in everything we do. This is
a phased multi-year initiative, which
supports growth and reduces cost.
Our focus in 2022 was on investing in
customer service levels as we
modernise our call centre, drive
improvements in our complaints
handling procedures as well as
implementing Net Promoter Score
('NPS') across the installations
network.
Driving performance: This strategic
priority targets delivering consistency
and improved results through
standardisation, training, best
practice alignment and innovation
across our three initiatives of 'getting
it right', 'levelling up' and 'capacity
and productivity.'
We need to ensure that as our
business grows, we have developed
and implemented Standard
Operating Procedures ('SOP's) that
reduce the range of operational
performance that exists across our
network. In 2022, we launched our
new SOPs across our installations
network and also developed and
began the roll out of our first 'Role
Model Depot' training programme for
depot management. This training will
be deployed across our installations
management population into 2023.
A key element of this strategy has
been the launch of the Safestyle
Academy. In 2022, 27 trainees have
progressed through the adult fast-
track installer training programme
which is a structured, practical
training programme with over 90%
delivered on-the-job. This
programme is now starting to deliver
'graduates' of well-trained window
fitters to the business, addressing the
current skill shortages across the UK
and embedding the Safestyle
approach to customer service. We
target further new cohorts to join later
in the year alongside deploying the
Academy to other areas of the
business.
Leveraging sustainability and
embedding compliance: I am
delighted that we have sustained
progress in our environmental
agenda. Our waste to landfill
performance remains at 5%.
Furthermore, having increased
targets following early achievement
last year, we remain well on track to
achieve our 2025 targets following a
further 2.0% reduction in CO per
2
frame installed versus 2021. This
performance is before taking into
account our new carbon offset
partnership programme.
We have engaged with our largest
suppliers with regards to their
sustainability agenda and have
started several working parties
sharing best practices and learnings
as we continue to focus on reducing
the impact of our business on the
environment. Included within these
initiatives is a new offset programme
that started at the end of the year
which totalled 247 tonnes of carbon
credits. Taking this into account, our
CO emissions per frame installed
2
reduced by 7.7% versus 2021. As
reported in the Chairman's
statement, we will continue to report
pre and post-carbon offset
performance to clearly capture
progress on reducing our own
emissions as well as the impact of
offset initiatives.
We have greatly-improved our
compliance record over the last five
years. Our health and safety
performance remains excellent and
our membership to the Association of
Professional Sales has been renewed.
Regular inspections and audits
throughout the year have maintained
our focus on our compliance
responsibilities.
We also have two enablers to delivery
of our strategic priorities:
IT: Our IT strategy is designed to drive
productivity, improve the customer
experience, support growth and
reduce cost. Modernisation of our
systems helped to mitigate the
impact of the cyber-attack we
experienced in Q1. Alongside a
successful recovery from this, good
progress has been made on our
medium-term IT Roadmap delivering
new capabilities through
enhancements to core systems
alongside more foundational work
that is part of our longer-term
journey.
People: 2022 represents a year where
we have made good progress on
many aspects of our People agenda.
We have made steps to build a
working environment that welcomes
and encourages diversity. We have
continued to successfully recruit, train
and retain talent in our business.
Achievements include our Training
Academy scheme, SOP deployment,
compliance and cyber security
training and over 96% of our installers
achieving the 'Minimum Technical
Competency.' The latter is something
that FENSA reported as industry-
leading in their 2022 annual report.
As we aim to continue to develop
these established programmes in
2023, we will also add further
innovative components. Finally, we
were delighted to welcome Michelle
Williams to the Board as Chief People
Officer on 1 March and I look forward
to continuing to work with her as we
continue to develop our Safestyle
People Brand.
New business development
During the year, we launched our new
concept brand – Beam – as a digital
channel-only brand. The proposition
currently focusses purely on a
composite door range offering.
During 2022 and into early 2023, we
have been running numerous test
and learn programmes to
understand more about how this
business model operates. We aim to
comprehend how we can provide,
through a digital platform, what
consumers require despite the
infrequent, bespoke nature and
technical complexity that most
consumers naturally find daunting.
New businesses such as this
represent opportunities to access
additional consumers and can
complement our existing core
Safestyle value brand.
Business outlook
The trading context of the UK
economy and consumer confidence
remains challenging. Inflation
currently remains at over 10% which
combines with the impact of higher
interest rates to put pressure on
consumers' disposable income. The
CPA Construction Industry Forecasts
(Autumn 2022) predicts that the
private housing repair, maintenance
and improvement market ('RMI') will
fall by 9% in 2023 before returning to
1% growth in 2024.
Within this context, order intake for
the year to date has been variable.
January was in line with
management's expectations, but
February and March to date have
been slower than expected. Such
variability is expected in the short-
term and indications are that we
have increased market share (as
measured by FENSA) in February
versus our FY2021 level. Our order
book has increased since the start of
the year, but remains at the same
levels as at the end of January.
We have continued to invest in our
brand through a TV and radio
campaign across February and
March which is designed to amplify
our value proposition and emphasise
the relevance of our product at a
time of high household energy costs.
This proposition is supported by
market-leading finance options and
a credible 10-year warranty that has
recently been extended to 15 years for
the double-glazing unit.
We expect largely to mitigate the
impact of weaker trading on our
revenues through management of
our cost base. In what appears to be
a tougher market expected this year,
we are very focused on continuing to
increase our market share and the
Board plans to continue with the
strategic investment agenda
described at our Capital Markets Day,
albeit prudently, to ensure that the
year still represents a return to
profitability. This continued
investment, much of which is variable,
is a key part of the Group's growth
agenda. Therefore, as a result of the
challenging market conditions and
continued strategic investment, the
Board does now expect revenue to be
below current expectations and full
year underlying profitability to be at
least £2.0m as a balance is struck
between driving sales and the levels
of investment made into the
business. The medium-term
strategic objectives remain
unchanged.
Alongside our financial targets for the
year, we have set a number of targets
across all our strategic priorities and
enablers to be able to measure and
share the progress this year towards
achieving all our medium-term plans.
Ÿ
Against our accelerating
growth plans, we aim for a
further increase in unprompted
brand awareness, opening new
sales branches and to also grow
our market share versus FY22.
Ÿ
To progress on transforming
the customer experience, we
target an installation 'On Time In
Full' ('OTIF') improvement, a
reduction in open complaints
and improvement in our contact
centre call answer rate.
Ÿ
As we drive operational
performance, our goals are that
all installation depot
management have completed
role model depot training,
factory output per hour worked
increases and that our exit rate
cost of quality has reduced over
2022.
Ÿ
Our sustainability targets for
FY23 on the journey to our 2025
goals are to achieve waste to
landfill of 3.5%, a mileage per
frame installed reduction and a
further 1.5% CO per frame
2
reductions.
Ÿ
For our two enablers, starting
with our People initiatives, we
target an increase in our gender
balance of women / men as
well as reducing our employee
turnover. Within IT our objectives
are to deliver further Safestyle
and Beam website
developments, a new HR system
and to be progressing with our
multiyear CRM programme.
In summary, and notwithstanding the
current uncertainties regarding
consumer confidence, we remain
confident that as the national value
player operating in a historically-
proven resilient sector, we are well-
placed to attract consumers in these
tougher economic times, increase
market share and also make
progress towards our medium-term
financial and strategic objectives. I
look forward to providing an update
on our progress towards these
objectives throughout the year.
Rob Neale
Chief Executive Officer
22 March 2023
CEO’s Statement
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Revenue
Cost of sales
Gross profit
Other operating expenses²
Operating (loss) / profit
Finance costs
(Loss) / profit before taxation³
Taxation
(Loss) / profit for the year
Basic EPS (pence per share)
Diluted EPS (pence per share)
Cash and cash equivalents
Borrowings
Net cash
154,315
(116,441)
37,874
(40,546)
(2,672)
(1,756)
(4,428)
KPIs
Gross margin %
Average Order Value (£ inc VAT)
Average Frame Price (£ ex VAT)
Frames installed (units)
Orders installed
Frames per order
Financial and KPI headlines
Ÿ
Revenue increased to £154.3m,
growth of 7.7% over 2021.
Ÿ
Frames installed decreased by
2.6% to 178,652, with the decline
attributable to the cyber-attack,
manufacturing disruption caused
by record summer temperatures
and lower consumer enquiries
during the period of political
instability in late Q3 / early Q4.
Ÿ
The Group continues to improve
average frame price, achieving a
10.1% increase in the year due to
necessary price increases to
negate input cost inflation. This
average price improvement was
achieved despite a slightly
reduced mix of higher average-
priced composite guard doors
which was 6.8% in 2022
compared to 7.3% in 2021.
Ÿ
The Group also made changes to
its consumer finance portfolio
which has both maintained a
strong promotional finance
offering and also resulted in a
reduction in finance subsidies of
£0.5m.
Ÿ
Gross profit reduced by 13.4% to
£37.9m which is largely
attributable to lower volume,
inflationary cost push and the
cost of growing the order book at
increased rates. Gross margin
5
percentage decreased by
600bps vs 2021 to 24.5% with the
largest single contributor being
the delay of a planned price
increase, to recover input cost
inflation, due to the cyber-attack.
Ÿ
Underlying other operating
2
expenses for the year increased
by £6.0m (17.5%) over 2021. The
£2.5m investment in TV, the full
year cost of the Safestyle
Technical Training Academy
which opened in November 2021,
salary inflation and the ongoing
investment in IT and customer
service are the key components
of the increase.
Ÿ
Finance costs have increased
year on year as a result of the
movement in LIBOR rate
increasing the borrowing facility
costs. This was offset somewhat
by reduced interest rate costs on
leased liabilities.
Ÿ
Underlying (loss) / profit before
3
taxation was £(4.4)m for the year
(2021: profit of £7.6m) with lower
installation volume, inflationary
costs and the continuation of our
strategic investment agenda all
contributing to the loss and
reduction versus 2021.
Ÿ
Non-underlying items were £4.1m
for the period (2021: £1.7m), full
details of which are provided on
the following pages of this
Financial Review and therefore
reported (loss) / profit before
taxation was £(8.5)m versus a
profit of £6.0m in 2021.
Ÿ
4
Net cash reduced to £8.0m
versus £12.1m at the end of last
year which reflects the trading
performance described above
and after an interim dividend
payment of £0.6m.
Financials
Underlying
£000
See the non-underlying items section in this Financial Review
Underlying other operating expenses are defined in the 'Underlying performance measures' section below and the reconciliation between
this measure and the GAAP measure is shown in the 'Financials' table at the front of this Financial Review
Underlying (loss) / profit before taxation is defined in the 'Underlying performance measures' section below and the reconciliation
between this measure and the GAAP measure is shown in the 'Financials' table at the front of this Financial Review
Net cash is cash and cash equivalents less borrowings
Gross margin % is gross profit divided by revenue
4
5
4
5
As reported in the CEO's statement, the Group experienced several unforeseen challenges with a cyber-attack, record
high summer temperatures causing disruption to customer fulfilment and political instability in the UK causing trading
turbulence in the latter parts of the year all adversely impacting the financial results for the year. More pleasingly,
demand improved into November which resulted in a stronger closing order book than expected which will support
revenues in 2023. In addition, the Group invested c.£5m over 2022 in its strategic priorities as it focuses on its medium-
term objectives.
As a result of the above, the Group made an underlying loss before taxation of £(4.4)m for the year. Net cash ended the
year at £8.0m (2021: £12.1m), with the reduction in line with the trading performance for the year. As part of its capital
allocation policy, the Group paid an interim dividend of 0.4p per share (2021: £nil) and has declared a final dividend of
0.1p per share (2021: £nil).
This Financial Review details the changes in the financial measures and KPIs of the business across the year within the
above context and draws particular attention to the comparison with 2021.
Strategic Report
Governance
Financials
Financial Review
1
2
3
23
24
24.5%
4,337
871
178,652
43,050
4.15
(600)bps
7.6%
10.1%
(2.6%)
(0.3%)
(2.4%)
2022
2021
Change %
2022
-
-
-
(4,118)
(4,118)
-
(4,118)
Non-
Underlying
items¹
£000
154,315
(116,441)
37,874
(44,664)
(6,790)
(1,756)
(8,546)
2,035
(6,511)
(4.7)p
(4.7)p
12,369
(4,372)
7,997
Total
£000
Underlying
£000
2021
Non-
Underlying
items¹
£000
Total
£000
7.7%
(17.0%)
(13.4%)
(17.5%)
n/a
(8.2%)
n/a
Change in
underlying %
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
143,251
(99,496)
43,755
(34,519)
9,236
(1,623)
7,613
-
-
-
(1,650)
(1,650)
-
(1,650)
143,251
(99,496)
43,755
(36,169)
7,586
(1,623)
5,963
(1,188)
4,775
3.5p
3.4p
16,351
(4,231)
12,120
30.5%
4,032
791
183,374
43,167
4.25
Underlying performance measures
In the course of the last five years,
the Group has encountered a series
of unprecedented and unusual
challenges. Consequently, adjusted
measures of underlying other
operating expenses and underlying
(loss) / profit before taxation have
been presented as the primary
measures of financial performance.
Adoption of these measures results
in non-underlying items being
excluded to enable a meaningful
evaluation of the performance of the
Group compared to prior periods.
These alternative measures are
entirely consistent with how the
Board monitors the financial
performance of the Group and the
underlying (loss) / profit before
taxation is the basis of performance
targets for incentive plans for the
Executive Directors and senior
management team.
Non-underlying items consist of
non-recurring costs, share based
payments and Commercial
Agreement amortisation. A full
breakdown of these items is shown
below. Non-recurring costs are
excluded because they are not
expected to repeat in future years.
These costs are therefore not
included in the Group's primary
performance measures as they
would distort how the performance
and progress of the Group is
assessed and evaluated.
Share based payments are subject
to volatility and fluctuation and are
excluded from the primary
performance measures as such
changes year to year would again
potentially distort the evaluation of
the Group's performance year to
year.
Finally, Commercial Agreement
amortisation is also excluded from
the primary performance measures
because the Board believes that
exclusion of this enables a better
evaluation of the Group's underlying
performance year to year.
Revenue
Revenue for 2022 was £154.3m
compared to £143.3m for 2021,
representing an increase of 7.7%.
This was driven by price rises
implemented to cover the significant
inflationary cost increases that the
Group experienced during the year.
Frames installed volume reduced by
4,722 (2.6%) versus 2021 to 178,652
frames. The revenue improvement
exceeds the volume performance as
a result of improvements in the
following areas:
Ÿ
The average frame price
increased by 10.1% to £871 (2021:
£791). This was the result of
several price rises during 2022
that were necessary as the
Group sought to pass on the
significant material and other
cost inflation. As referenced in
the CEO's statement, planned
price increases this year were
delayed until Q2 as a result of
the cyber-attack; the result
being that despite the year on
year increase, our average
frame price exit rate is markedly
higher than the average for the
year.
Ÿ
The growth in the average
frame price was also despite a
reduced mix of higher average-
priced composite guard doors
which reduced to 6.8% of
installed volumes (2021: 7.3%).
Ÿ
The above favourable average
price gains were augmented by
a further year on year reduction
in the finance subsidy costs
linked to our consumer finance
offering. These reductions
follow changes to our
promotional finance portfolio
which generated a £0.5m
benefit in the year. The Group
remains focused on ensuring
we have a market-leading set
of payment options available to
customers.
Ÿ
The average number of frames
per order reduced by 2.4% to
4.15. The reduction in this metric
was largely in H2 which we
attribute to reduced consumer
confidence as a result of the
well-reported economic
uncertainty and cost of living
increases in the UK.
Ÿ
Finally, as a result of price gains
being partially offset by lower
average frames per order, the
average order value improved
by 7.6% to £4,337.
Gross profit
Gross profit was £37.9m, a reduction
of 13.4% over 2021, while the gross
margin percentage declined by
(600)bps to 24.5% (2021: 30.5%).
Gross margin percentage was
significantly reduced as a result of
the delayed price rise described
above, significant inflationary
material cost increases, higher costs
of lead generation and a
comparatively (to last year) smaller
reduction over the year in the order
book. Further detail on these factors
is as follows:
Ÿ
The closing order book reduced
marginally by 2.7% year on year;
it still remains high compared
to pre-pandemic levels. By
comparison, the order book
reduced by 8.4% in 2021 which
combined with unusually low
lead costs in the first half of 2021
to boost gross margin
percentage that year.
Ÿ
Alongside the order book
changes described above, the
cost of lead generation
increased versus 2021 which
was buoyed by a strong
consumer response following
the restart of all selling activities
when the third national COVID
lockdown was ended in early
2021. The consequential rate
impact over the full year
equates to a £5.1m year on year
increase.
Ÿ
Finally, the inflationary cost
increases linked to PVCu profile,
glass, installation materials,
scaffolding, labour and
contractor costs represent a
year on year rate increase of
£10.2m which was recovered
through sales price rises
implemented during the year.
Underlying other operating
expenses
Underlying other operating expenses
were £40.5m which includes TV
investment of £2.5m and is an
increase of £6.0m (17.5%) over 2021.
Excluding the TV spend, which is a
key element of rebuilding our brand
to support the strategic initiative of
accelerating growth, the increase of
other operating expenses was £3.5m
(10.2%). The key factors behind this
increase are as follows:
Ÿ
Wage inflation including the
increase in employers' national
insurance rates represents a
key driver of the year on year
cost increase. The costs of a 3%
annual payrise for most staff
have been incurred alongside
higher percentage increases for
a number of colleagues to
underpin attraction and
retention of people at all levels
of the organisation. In the
second-half of the year,
additional payments were
made to staff on fixed earnings
in the form of an energy
supplement to support the
rapidly-increasing cost of living.
Ÿ
In line with the Group's strategic
priorities, we have continued to
grow our customer service
resource levels and invest in
installations capacity in the last
18 months through the opening
of a new depot in Milton Keynes
(August 2021). The opening of
the Safestyle Training Academy
in November 2021 represents an
investment to develop a
pipeline of professionally
trained installers, surveyors and
service engineers. Increased
operational headcount
alongside the factors above are
the other main drivers of the
year on year increase in
operating expenses.
Ÿ
Finally, the Group continues its
ongoing investment in IT and
customer service as key
enablers of the Group's
strategic priorities. The ongoing
investment in upgrading and
implementing new IT systems is
a critical enabler of our
priorities. These investments
have already delivered benefits
that proved essential in helping
to mitigate the full potential
impact of the cyber-attack in
January 2022.
Underlying (loss) / profit before
taxation
Underlying (loss) before taxation was
£(4.4)m (2021: profit of £7.6m). This
loss is before the non-underlying
items described below.
Strategic Report
Governance
Financials
Financial Review
25
26
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Non-underlying items
A total of £4.1m has been separately treated as non-underlying items for the year (2021: £1.7m).
The current year consists of £3.6m of non-recurring costs (2021: £0.5m), a £0.0m share based payment charge (2021:
£0.7m) and £0.5m (2021: £0.5m) of Commercial Agreement (intangible asset) amortisation. The table below shows the
full breakdown of these items:
Non-underlying items
Holiday pay accrual
RSA related costs
Litigation costs
Restructuring and operational costs
Modification of right-of-use assets and liabilities
Impairment of right-of-use assets
IT project impairment
Cyber incident related costs
Operational project costs
Previous CEO retirement costs
Total non-recurring costs (note 7)
Equity-settled share based payment charges (note 32)
Commercial Agreement amortisation (note 14)
Total non-underlying items
2021
£000
The holiday pay accrual release
represents a release for part of an
accrual made at the end of 2020
which arose as a result of the impact
of the shutdown of operations and
resultant extension of 2020 leave
entitlement until March 2023 for some
employees. This increased the level of
deferred holiday entitlement of our
people at the end of 2020 which was
recognised as an accrual in 2020 and
will reverse fully in 2023. This item was
excluded from the Group's underlying
performance measures to ensure
performance of the business is not
skewed both the expense in 2020 or its
subsequent use.
£1.0m of separately identifiable cyber
incident-related costs are included in
non-recurring costs in relation to the
incremental costs incurred as part of
the recovery from the cyber-attack.
At the end of 2022 the Group
transitioned to a new provider of PVCu
profile, Liniar. The Group incurred a
one-off cost of £1.7m due to the
incremental costs of transitioning to
the new profile and the impairment of
the remaining stock held that was
specific to the old profile which will no
longer be sold to customers.
The Group incurred £0.5m (2021:
£0.3m) of restructuring and non-
recurring operational costs.
The charge of £0.6m represents the
costs of treatment of Mike Gallacher's
remuneration arrangements following
his retirement from the Board on 14
December 2022. More details can be
found in the Directors' Remuneration
Report (see page 69).
As reported in the last four years, the
Commercial Agreement is an
agreement entered into with Mr M
Misra which encompassed a five year
non-compete agreement and the
provision of services by Mr Misra in
support of the continued recovery of
Safestyle. The Group agreed
consideration with Mr Misra subject to
the satisfaction of both clear
performance conditions by him over
five years and Safestyle's trading
performance in 2019.
The non-compete element of the
Commercial Agreement was
accounted for as an intangible asset
on the basis that it is an identifiable,
non-monetary item without physical
substance, which is within the control
of the entity and is capable of
generating future economic benefits
for the entity. The intangible asset was
measured based on the fair value of
the consideration that the Group
expects to issue under the terms of
the agreement and is being amortised
over 5 years which matches the term
of the non-compete arrangement.
Share based payment charges
reduced significantly versus 2021
predominantly due to the charges
incurred when the Restricted Share
Award granted in October 2020 that
vested in June 2021.
The items classified as non-recurring
costs in the Consolidated Income
Statement, the share based payment
charges and the amortisation of the
intangible asset created as a result of
the Commercial Agreement reached
in 2018 have all been excluded from
the underlying (loss) / profit before
taxation performance measure to
enable a meaningful evaluation of the
performance of the Group from year
to year.
Earnings per share
Basic earnings per share were a loss
of (4.7)p for the year compared to a
profit of 3.5p for 2021. The basis for
these calculations is detailed in note 9.
Net cash and cashflow
The Group's net cash reduced by
£4.1m during the year, closing at
£8.0m compared to £12.1m at the end
of 2021. £4.5m of the Group's £7.5m
borrowing facility, being that of the
term loan, remained drawn at the year
end with the £3.0m revolving credit
facility undrawn.
The facility, which was due to expire in
October 2023 was replaced in January
2023 with a £7.5m revolving credit
facility that can be utilised as required
to support working capital needs. This
facility is in place until 31 December
2026. As a result, the £4.5m term loan
was repaid in January 2023.
Net cash inflow from operating
activities, including the cashflow
impact of non-underlying items, was a
£1.6m inflow (2021: £9.6m inflow). The
inflow for the period, although reduced
versus the prior year due to the losses
as described above, reflects the
strong operating cashflow model of
the Group and benefits from
favourable working capital
movements in the year.
Capital expenditure of £1.4m increased
from £1.2m in 2021 with the Group
continuing to invest in its IT systems to
support the strategic roadmap.
During the year the Group returned to
the Dividend list and paid an interim
dividend of 0.4p per share resulting in
a £0.6m outflow (2021: nil).
Dividends
The Board has approved a final
dividend of 0.1p per share (2021: £nil)
following an interim dividend of 0.4p
(2021: £nil). As reported previously, the
Group's capital allocation policy is to
firstly utilise surplus cash to fund
forthcoming strategic initiatives.
Subsequent to that, the policy is to
return surplus cash to shareholders
through the restoration of a
progressive dividend followed by
buyback programmes and latterly,
special dividends in order to maximise
returns to our shareholders.
The return to payment of dividends
this year signals the Board drawing a
line under the turbulence of the past
few years and the Board reaffirms its
commitment to adopt a progressive
dividend policy from here. The final
dividend will be paid on 1 June 2023 to
shareholders on the register on 5 May
2023 and will have an ex-dividend
date of 4 May 2023.
Rob Neale
Chief Executive Officer
22 March 2023
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Financials
Financial Review
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28
2022
£000
(46)
-
131
473
(113)
27
-
953
1,663
556
3,644
22
452
4,118
Safestyle UK plc
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(79)
147
90
300
(83)
122
14
-
-
-
511
687
452
1,650
Safestyle UK plc
Strategic Roadmap
33
Delivering our financial roadmap
37
Transforming the customer experience
39
Driving our operational performance
35
Accelerating growth
41
Leveraging sustainability and embedding compliance
47
Developing our people and our culture
53
Developing and maintaining secure IT systems
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We have 5 strategic priorities...
01
Delivering our
financial roadmap
...supported by 2 enablers
02
03
04
05
Accelerating growth
Transforming the
customer experience
Driving our operational
performance
Leveraging sustainability
and embedding compliance
01
Developing our people
and our culture
02
Developing and maintaining
secure IT systems
Our strategic priorities
Our strategic roadmap
The business has made progress delivering substantial
modernisation despite the turbulence of recent years. Our
focus will be to complete that transformation to enable the
business to achieve and sustain growth momentum supported
by effective business processes, systems and training.
Safestyle UK plc
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For the medium-term, the Group has set out clear targets summarised by the following performance levels:
Delivering our
financial roadmap
*Revenue at FY21 pricing i.e. not adjusted for inflation
This performance will be driven by a clear investment agenda to underpin successful execution of the
Group's strategies with a PBT evolution to 10% demonstrated as follows:
Over the medium-term, the Group's PBT % evolution as a result of the strategies and associated investment
can be analysed as follows:
Ÿ
CAGR of 4% installation volume growth – the effect of drop through +2.4%
Ÿ
Investment in enablers dilutes PBT %, but the return on investment improves PBT % by 2.8%
Ÿ
Brand investment will reduce lead acquisition costs as well as underpinning volume growth
Ÿ
New business development will add incremental volume at an improved PBT % to that of the Group
Targeting PBT % of 10% in the medium-term with further operational leverage potential
The Group has an efficient working capital model meaning that margin progression will flow into a
positive operating cashflow-driven surplus. The Group's capital allocation policy is defined below:
Installation Volume
Accelerating growth
Generating capacity
Business development
Safestyle CAGR of 4% &
incremental new business
Revenue
Accelerating growth
Generating capacity
Business development
c.£200m*
Gross Margin
Building our brand
Getting it right
Levelling up
Raising productivity
34% target
Underlying PBT
c.£20m
10%+
Operating Cashflow
c.£22.5m
p.a.
Capital Allocation
Funding growth
M&A
Dividends and buybacks
5.3%
2.4%
(1.4%)
2.8%
0.7%
0.2%
10.0%
FY21
PBT %
Medium
term PBT %
New
business
Brand
investment
Levelling up &
performance
Investment
in enablers
Volume
Re-investment
Ongoing capex programme to maintain
and improve the business and its processes
Growth
Invest in high-returning new business
development and other opportunities, e.g. M&A
Dividends
Progressive dividend policy - targeting
a 50%+ dividend payout ratio
Other returns to shareholders
Buybacks
Special dividends
£
£
£
£
PBT % evolution to 10%
Capital allocation
Use of operating cashflow surplus
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Safestyle UK plc
Leveraging customer insight
In 2022, we have continued to perform quarterly pricing research to ensure we continue to position our
proposition as the value player in the market. Furthermore, we have undertaken in-depth website user
experience testing to continue to feed those learnings into developing and optimising our website. We
have also performed TNS research to measures the uplift in our brand awareness following the launch of
our new brand and TV campaigns which resulted in a 19% / 3ppts increase in unprompted awareness of
the Safestyle brand.
Our formula for growth
Our formula for growth is based on the insights identified from our detailed research which enables us to
define our growth funnel and then target each component through our marketing strategy.
Accelerating growth
There are 5 key pillars to our
accelerate growth strategy as follows:
Leveraging
customer insight
Expanding our
footprint
Driving digital
marketing excellence
Building our value
brand nationally
Actioning our
formula for growth
Awareness
Consideration
Conversion
Advocacy
Growth Funnel
Strategy
Brand
Direct Response
TV, radio, outdoor, organic,
influencer and video
PPC, paid social and CRO
Recommendations & reputation
Trustpilot and customer testimonials
Building our value brand nationally
Historically our brand was built in our ‘Heartland’ region in the north of England, with TV campaigns being
heavily weighted to this area. As a consequence, our brand awareness is high in our northern Heartland,
but lower elsewhere in the UK.
In 2022, we returned to material investment in TV after a 5-year gap featuring our new brand ambassador,
David Seaman. This TV campaign was run alongside radio advertising in a few select regions. This was a
nationwide targeted approach which has helped us increase our brand awareness in our 'Frontierland'
(midlands) and 'Hinterland' (south) regions alongside maintaining our strong presence in the north. We
intend to continue with this TV and radio execution strategy to build the brand nationally in order to drive
further growth in the coming years.
Driving digital marketing excellence
Our strategy is to leverage our scale to gain a competitive advantage across digital marketing where the
price of admission is high and growing with the components of our strategic initiatives defined as follows:
SEO – grow our organic ranking present on top ranking keywords through both technical SEO and PR activity
PPC – harness AI to optimise investment
Website – develop our website to drive conversion rate
Content – deliver organic content to include use of influencers and emerging platforms
Reputation and advocacy – focus on reviews and ratings whilst developing key advocates
Expanding our footprint
We intend to grow our geographical presence and our sales and canvass teams over the next 3 years and
target incremental growth delivered through door canvass activity as well as servicing the increased
demand generated through our brand awareness activity.
We have defined our methodology for selecting new branch locations using a combination of data points
including brand awareness, population data, alignment to our installation capacity and depot locations and
search data. A shortlist of new areas has been developed and we expect to begin these footprint expansion
plans in H1 2023.
During 2022, we have developed a holistic strategy for each stage of our growth
funnel. Each of these strategies places the fundamental learnings from customer
insights at their core, enabling us to maintain our customer orientated approach
with our marketing efforts.
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There are 4 key components to our strategic
priority of transforming the customer
experience which together are intended to
provide speed, ease and empathy to our
customers whilst also supporting growth and
reducing costs.
We have made good strides forward during 2022
with a significant focus on our people within the
customer services function. This includes
modernising our recruitment and onboarding
program, establishing a fully funded NVQ level
training qualification alongside improving
reward and remuneration levels across all
service roles. This has enabled us to retain and
also attract high quality talent and experience
into our teams, who in turn will better help us to
look after our customers.
We have also made investments in new systems
and processes which all support an improved
customer experience alongside a newly-
established Quality Assurance Team whose role
it is to ensure all our customers are 'entirely
satisfied' with their products and service
following installation of their replacement
windows and doors.
Overall, our service levels improved across our
metrics in H2 as we recovered from the impact
of the cyber-attack and returned to providing a
more reliable and timely service to our
customers which was also reflected in reducing
backlog levels where customers are now
experiencing a reduced wait time for warranty-
related appointments.
As with all our strategic priorities, there is much
more we plan to do in this area. Looking forward
into 2023, we are upgrading our telephony
solution to enable omni-channel capability and
improve the options for customers on how they
chose to communicate with us. We will also be
starting our replacement CRM programme
which will enable our teams to better service
customers whilst driving efficiency and reducing
adverse costs of quality.
The many components of this strategy will be
managed through a ‘Customer Experience
Programme’ which is a critical programme that
will drive improvements across all elements of
the customer journey.
Transforming the
customer experience
Our 4 key components are:
Metrics,
monitoring
& rewards
Applying timely metrics
across the business that
focus on customer
satisfaction, including:
Ÿ
NPS
Ÿ
Call centre response
Ÿ
Complaints handling
Ÿ
OTIF, RFT & RST
Ÿ
Depot SOPs, SLAs &
Rewards
01
04
Warranty
& aftercare
modernisation
02
Customer
care
improvements
03
Delivering a step change
improvement in our
customer care.
Ÿ
Improved response
times
Ÿ
Multichannel
communications
Ÿ
1st call resolution
All supported by training
and new standard
operating processes.
A faster and more effective
warranty & aftercare service
delivered at lower cost.
Ÿ
P rioritisation of
customer cases
Ÿ
Improved route
planning
Ÿ
Early resolution &
prevention
Supported by investment in
our service engineer teams.
A CRM system that gives us one
view of the customers journey
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Our strategy of driving our operational performance targets improved results delivered consistently
through standardisation, training, best practice alignment and innovation. There are three core
initiatives which we expect to support growth and reduce cost.
Driving our operational
performance
Getting it right
01
Levelling Up
02
Capacity &
productivity
03
2022 presented a number of challenges as we recovered from the cyber-attack and the summer factory
disruption referred to in the CEO's statement. Notwithstanding this, we were able to strengthen foundations
that are critical to driving improved performance in 2023 and beyond.
Key initiatives and actions included an ongoing focus on safety, investment in resource for enhanced
delivery of content through our Training Academy, the launch of our Role Model Depot training to set the bar
for standardisation, continuous improvement campaigns throughout the year and the creation of detailed
data collection systems at a depot and installer level to underpin our levelling up programme.
We also maintained our attraction and retention performance throughout 2022 despite our operational
challenges which ensured we kept the requisite level of capacity across our operational areas.
Finally, in late 2022, we took the strategic decision to switch our profile system provider to Liniar. Despite
being a highly-complex project and a relatively short timeframe, this change was also substantially
completed before the end of the year and fully concluded in early 2023. We expect this shift to deliver many
benefits, not least being to underpin a reduction in adverse costs of quality and to deliver improvements in
the overall customer experience at point of and post installation.
As we look ahead to 2023, our focus will remain on maintaining our ongoing and excellent safety
performance and improving our product and process quality in order to reduce our cost of quality and
contribute towards improved right first time and right second time customer satisfaction levels.
We aim to achieve performance improvement in the year ahead through the launch of a number of key
projects which include the introduction of improved systems for our field-based teams, a new materials
tracking system to improve tracking and visibility of thousands of components as well as optimisation of
our organisational design to remove barriers to successful customer fulfilment.
With the launch of initiatives such as these, we target reductions in our cost base as well as improvements
to the customer experience as we reduce the impact and frequency of not getting it right. The resulting
outcome will also contribute to our growth strategy through the power of positive referrals and customer
recommendations.
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Compliance
We operate in a highly regulated industry –
encompassing our advertising, our in-home
sales, the selling of finance products, managing
customer data and managing the health and
safety of hundreds of contractors.
Throughout 2022, our health and safety focus
has remained on key safety risk areas
supported by increased levels of onsite safety
inspections, training and audits which have
together further improved our factory and field
safety performance. This level is underpinned
by a culture that has been developed which
encourages open reporting led by our
managers and leadership team.
Looking ahead, we will continue to prioritise the
safety of our people through ongoing training
and using increased levels of data obtained
through additional site visits and audits. This
will be supported by a series of programmes to
focus on behaviours and safety consciousness
across our activities.
The responsibilities we have of treating our
customer fairly have remained at the core of
our ways of working. We are proud that we are
the first company in the industry to join the
Association of Professional Sales and gain the
Ethical Sales Business Accreditation which is
supported by robust training for all our sales
consultants. Our use of an electronic choice of
funding system also provides a full and
auditable record for our consumer finance
programme compliance checks.
Data security has also remained a core area of
focus for 2022. We have continued with an
ongoing training and audit programme which
has included a review from an independent
third-party specialist. We have also made
further enhancements to existing systems whilst
procuring new ones to protect our data and
that of our customers.
Leveraging sustainability
and embedding compliance
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It’s the big day. Our team of expert fitters
install a beautiful new set of energy efficient
windows made to the happy customers’
exact requirements and specifications.
Out with the old, in with the new
After the installation and clean up is completed,
all the old windows (and any other waste) are
loaded onto the van and brought back to the
installation depot ready for the next step.
Once the waste arrives back at the depot, we
sort and separate all the different materials
ready to be transported to our factory based
in the heart of Yorkshire.
All the sorted and separated materials arrive
back at our dedicated recycling centre.
Whatever we can't use ourselves, we pass on
to expert recyclers who can.
The old windows are taken away
Sort and separate materials
Materials are expertly recycled
Old glass, (called 'cullet') is crushed ready to be
recycled. Every month 80 tonnes of clean glass
cullet was re-used and made into brand new,
energy saving glass for our ‘A’ rated windows.
New energy efficient glass is made
Highly-skilled craftsmen combined with
state-of-the-art machinery precisely
manufacture new windows to the customer’s
exact order requirements.
New bespoke windows are born
11,116
tonnes
in total of post
consumer waste
recycled in 2022
3,417 tonnes of general waste
3,714 tonnes of glass
2,185 tonnes of post consumer PVC
948 tonnes of wood
467 tonnes of rubble
309 tonnes of virgin PVC
55 tonnes of metal
35 tonnes of card & plastic
Last year we recycled vast amounts of
various materials. Anything we couldn't use
like post consumer plastic was sent off to be
recycled into drainpipes and plastic decking.
Huge amounts of wood is reused for Biomass
heating fuels and metal waste gets melted
down and is reused in various forms.
What we can’t reuse we
send to a recycler who can...
Rather than drive our lorries back to the depot
empty, we converted them all to carry waste
materials. This means they now have an
important job to do, saving 200,000 miles of fuel
per year when they would have been empty.
Our lorries come back full
We use a Grab Machine to pick, crush and
compact the old PVCu, so that where our lorries
used to carry 4 tonnes, they can now carry 16!
Which means we can cut out 3 lorries per day -
saving 250,000 miles in transport each year.
We certainly pack it in
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We are committed to recycling as much waste as possible. We've refined
our recycling programmes to the point where we can recycle 95% of the
waste we remove from a house, reducing landfill to an absolute minimum.
Embedding
sustainability
Doing the right thing...
01
06
05
04
03
02
36 tonnes of paper
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The Cool Temper furnace is used for the glass
toughening process. What this means is, once glass
is toughened and if it is subsequently broken, the
glass will fragment into lots of much smaller and
safer pieces of glass - here’s how it works...
The individual panes of glass are loaded onto the
in-feed bed of the Cool Temper furnace.
Cool Temper furnace process
The glass is then taken into the furnace on rollers
ready for the transformation.
Super heating the glass to approximately 700°C
before being rapidly cooled.
The toughened glass is now ready for the next stage
of its manufacturing process.
After toughening, a fragmentation test is performed.
We smash the glass and count the fragments within a
small area. To pass the test, we must have 40
fragments or more. Before our project, we had up to
140 meaning we were massively over-processing.
Due to the furnace using a lot of energy, the
equivalent of 600 homes, we began testing and found
that by marginally lowering the heating and cooling
time, this greatly reduced the amount of energy we
use. With approximately 80 fragments we also still
pass the test with flying colours.
This project has resulted in huge amounts of energy
being saved at our manufacturing facility, the
equivalent of around 150 homes per year!
Before: 140 fragments
After: 80 fragments
As more of our vehicle fleet become hybrid and
fully electric we have installed various charging
points at our factory.
Electric charging points
Even the little things add up to make a big difference.
We’ve been consciously replacing any single use
plastics across the business with greener alternatives,
such as paper cups for our drinking water machines.
At our manufacturing facility, many of our machines
and tools are powered by compressed air. Making
this process as efficient as possible has also saved
huge amounts of energy.
Single use plastics
Compressed air project
To encourage local workers to use leg power, rather
than petrol power, we have installed a designated
cycle parking area.
Designated cycle parking
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We care about our planet and strive to lead the way in our industry in looking after
it. Here’s just a few of our projects and initiatives on our sustainability journey.
Embedding
sustainability
Doing the right thing...
Green energy is a term for energy that comes from
renewable sources and when produced does not
release toxic greenhouse gases into the atmosphere.
At Safestyle we use 95% green energy across the
entire business; this includes our network of sales
branches and installation depots.
At Safestyle we are doing all we can to reduce the
miles we travel and the emissions we produce. In
December 2022, we partnered with Shell in their
‘Accelerate to Zero’ programme. This is designed to
help fleet customers chart their decarbonisation
course to net-zero emissions for a greener future.
95% green energy
Accelerating to zero
Energy saving project
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Building our People Brand
We anticipated that 2022 would be a return to a
more recognisable 'normal' after the challenges of
the pandemic, but in reality, it felt far from that.
One thing that changed significantly was the UK
labour market. With the lowest unemployment
level since 1974, and the lowest active UK
population since the late 1980's, there are simply
not enough unemployed people in the UK to fill the
UK's current vacancies. The labour market has
therefore been buoyant and the competition for
talent has intensified.
Against this backdrop, we accelerated work that
was already underway to develop and articulate
our People Brand to ensure we could attract and
retain the people we need to deliver our business
goals. This work will continue into 2023 and
beyond, alongside the development of our People
Value Proposition, supported by projects to
continue to make the experience of working at
Safestyle even better. Enhancing our credibility
through our brand partnership with David
Seaman, our People Brand strapline 'Your career is
in safe hands with Safestyle' will really come to life
in 2023 as it supports our activities under the four
pillars of our people plan described below.
Building an engaged and diverse workforce
During 2022, we introduced weekly People Update
reports for our managers to ensure they have a
regular overview of people activities, enabling
embedding of simplistic people management
processes, identification of any trends and
collaboration on solutions to ensure we have
happy, motivated, high performing teams.
In our Commercial Team, we created bespoke
Onboarding Maps and Probation Checks for our
key management roles in our canvass function,
ensuring that our new starters receive all the
information, training and support they need within
the first few months to enable them to deliver in
their role. These processes have created a
blueprint that we can replicate for other roles
across the business.
As part of our Equality, Diversity & Inclusion
activities, we are delighted to have launched and
hosted two Women in Safestyle virtual events.
What began as a successful initiative in the
Commercial Team is now reaching colleagues
across our business as we celebrate and support
our women. Diverse teams bring multiple
perspectives which drive improvements and lift
performance. Over the last few years, we have
made changes that have not only made
commercial sense, but also make us a more
attractive employer in ways that will appeal to
more women.
Women's experiences at work are influenced by
their day-to-day interactions with their colleagues
and managers which is why we welcome
everyone in the business, not just women, to join
our Women in Safestyle forums. The events raise
awareness of the challenges women face within
the workplace and enable discussion around how
we can work together to reduce or remove those
challenges. Guest speakers Julia Porter, one of our
own non-executive directors, and Emma Langton,
Executive Leadership Coach, joined us this year to
share their individual experiences as women in
leadership roles and shared hints and tips around
how to overcome those challenges. We have
made positive progress on our diversity goals, with
2% more women in our business than in the prior
year.
We plan further Equality, Diversity and Inclusion
activities to encourage everyone to play their part
in leading by example in order that we can create
a working environment that welcomes and
encourages diversity.
Developing our people
and our culture
Skills
Knowledge
Coaching
Teaching
Development
Learning
Experience
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Developing our people
and our culture
Recruiting, retaining, and developing high
quality leaders, staff, and agents
In recruitment, we saw strong collaboration
between the HR, Recruitment, Commercial,
Operations and Head Office management teams
to trial and test innovative approaches for both
our self-employed and PAYE vacancies.
In the year we had almost 19,000 visitors to our
careers site, processed over 9,000 job
applications, recruited over six hundred people
and conducted almost 32,000 activities on our
applicant tracking system, Team Tailor. These are
impressive numbers given the labour market
backdrop and the size of our recruitment team.
I give a shout out to them for their arduous work.
The other significant backdrop to 2022 and our
concern for our people was the substantial
increase in the cost of living. We recognised the
need to support our people and invested more in
our commission schemes, increased our Safestyle
Minimum Wage and implemented an Energy
Supplement for employees on fixed earnings. We
have continued this supportive approach in 2023
by awarding our highest ever annual wage
increase as well as bringing forward the
implementation date from April to January, the
latter being a change benefitting two-thirds of our
employees.
In the first full operational year of our Technical
Training Academy, we have four cohorts of
trainees progressing well on the Adult Fast-Track
Installer Training Programme. Their commitment
has been simply fantastic. Skills and knowledge
grow weekly as they continue to develop into
confident and competent installers. Our first
trainee graduated in February 2023 – the first of
many who we are excited to see progress through
our unique training scheme. We have extended
the use of the Academy to deliver new surveyor
inductions as well as upskilling and refresher
training for existing contractors. In 2023, we have
plans to optimise the facility with the development
of new trainee programmes for service engineers
and surveyors.
We made noteworthy progress in our
management of talent this year. We launched our
Role Model Depot Training Programme for our
installation management teams which is critical to
driving our Levelling Up performance agenda.
This consists of face-to-face training supported by
an e-learning programme to help embed the skills
learned and is a significant commitment from
both the business and our colleagues. I am
delighted to say that the roll-out was a
tremendous success with terrific engagement and
the next cohort of attendees have plenty to look
forward to in 2023 as we look to enhance personal,
depot and company performance.
Our Apprenticeship Programme was disrupted
when one of our main providers closed, but we
quickly secured an alternative provider enabling
continuity in apprentices' development and
learning. We currently have over forty colleagues
on apprenticeship programmes and expect many
more as we move into 2023.
In our Commercial Team, we supported the roll-
out of LEAP (Leadership Excellence Accreditation
Programme) to our Branch Canvass Managers by
working with our Sales Training & Development
Team to ensure that the new skills learnt on the
programme were continuously developed through
experience and exposure to new scenarios.
In 2023, we will be implementing a structured
management training program such as ILM to
reach the wider management teams across
Safestyle. This will be underpinned by a coaching
and mentoring program to support personal
development and succession planning.
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Developing our people
and our culture
Establishing a customer focussed culture and
lean organisation
Structuring our organisation and ways of working
to enable people to deliver a great customer
experience is critical. During the year we have
delivered projects that are contributing to our
transformation in customer service. Having the
right structure, tools and processes is only one
part of the equation though. To truly win at this we
need to have the right attitude and behaviours
and these are encouraged and rewarded through
the whole employee / contractor life cycle.
This starts with recruiting people with aligned
values. For example, our partnership with the
Institute of Sales Professionals and our
introduction of NPS monitoring appeals to those
candidates looking for a company that cares
about the consumer and our sustainability
commitments appeal to those candidates seeking
an ethical business.
Once in the business, we ensure that the way we
set and measure objectives, and the way we
reward our people, is driving the right behaviours
for our customers and the right results for our
business. One example of a change this year is
the introduction of new metrics within the contact
centres that help us to understand productivity
and performance, alongside the introduction of
performance related pay for certain roles.
Coupled with workforce planning to ensure we
have the right number of people in the right place
at the right time, this sets us up for success to
deliver a great customer experience.
This customer experience must be at the heart of
our training activities whether they are core
compliance modules through our Workwise
platform, technical training on site such as the
Minimum Technical Competency ('MTC')
programme for lead installers, roll out of Standard
Operating Procedures, or more developmental
programmes such as LEAP. 2023 will see more
training, more development, and more focus on
the customer running through these programmes.
The focus throughout 2022 on key compliance
training and awareness has resulted in achieving
90%+ course completion across the business. We
start 2023 in a strong place with a compliance
refresher system and a Subject Matter Expert
content review process in place, allowing for
compliance training to remain above target. This
is now our natural way of working and thus
supports the building of our desired culture.
A blended approach to training and, specifically,
compliance is essential. Through implementing
various sources of knowledge and awareness
channels, such as Workplace, management
training, communications, online and classroom
style training, everyone's style of learning is
supported. Cyber security training remains a
central component of our training programme for
all our people. In 2023, we expect to evolve this
training with a plan to simplify the modules,
increase completion frequency and target specific
awareness areas to increase knowledge and
reduce risk.
MTC accreditation for our lead installers at 96%
has been a tremendous success and highlighted
in the 2022 year-end FENSA report as industry-
leading. With robust processes in place, these
levels will be maintained at 90%+ as a minimum
to allow for installer movement during the year.
Setting our People up for Success
Our Commercial organisation structure has
evolved over the last few years to integrate teams,
create alignment to our strategy, increase
professional and leadership development and
enable greater collaboration. It also now offers
clearer career progression paths for our people
with twenty-four promotions across the
commercial team achieved in the last 18 months.
Through LEAP our teams have been on a journey of
discovery, understanding more about themselves;
learning new ways to interact with others both in
terms of the people they lead and manage; and
the people they need to collaborate with. We have
introduced simple tools to help managers drive
performance through their people – coaching and
feedback techniques, and a one to one structure
for quality performance conversations. They have
also learned more about delivering the right
business performance and through our standard
operating procedures, shared best practice ways
of working to level up performance across our
sales network.
Our people theme at our 2022 Annual Sales
Conference was 'practice makes better'; we
continue to review and refresh our skills,
knowledge and ways of working to meet the
changing needs of our customers.
In summary, 2022 was a busy and challenging
year where we have made noteworthy progress on
our journey. I am incredibly proud of how the
Safestyle team has grown in the year, yet again
meeting challenges head on with commitment,
energy, resilience and enthusiasm.
Michelle Williams
Chief People Officer
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Safestyle UK plc
Developing and maintaining
secure IT systems
IT
IT is the second key enabler to delivery of our
strategic priorities. Our IT strategy is designed to
drive productivity, improve the customer
experience, support growth and reduce cost.
2022 was an incredibly challenging year for the IT
team with the combination of the successful
recovery from the January cyber-attack along
with good progress on our medium-term IT
Roadmap delivering new capabilities across the
business. Despite the former, it is pleasing to
report that we have continued to progress both
the delivery of enhancements to core systems
alongside more foundational work that is part of
our longer-term journey.
Modernising core systems
In 2022, we continued investment in our IT
applications and infrastructure. We have
increased the use of cloud-based solutions and
developed further our technical landscape,
including a new back-up & restore solution, a
desktop refresh programme and continuous
improvement cyber risk management tools.
A new route booking and optimisation system for
our surveying function was implemented in H1
which has driven efficiency, improved the
customer experience and contributed to
achievement of our sustainability targets. Exciting
additional enhancements to this new system are
planned for 2023.
An agile change programme for our current
customer service systems has driven a tangible
improvement in the availability of information and
our ability to respond to customers. We are also
pleased to have started a major strategic
programme for a step-change in our end-to-end
processes for the customer; this will run into
multiple years delivering improvements for
colleagues and customers with benefits in
efficiency, productivity and scalability.
We have commenced the detailed discovery
phase for this new solution to ensure there is a
clear understanding of the scope and business
impact which includes completion of a detailed
requirement survey.
Finally, the support provided by the IT team to
ensure successful delivery of the Liniar transition
project in the last stages of the year was a huge
success at the end of what was such a
demanding year.
Focusing on our customer facing digital
channels
Our core customer-facing digital channel is the
Safestyle website which has continued to evolve
as we work to drive conversion and improve
leadflow as part of our accelerating growth
strategy. There have also been further
enhancements for capacity planning, cyber
security and business continuity behind the
scenes. We target further development activity in
2023 to improve engagement and conversion.
The Beam website, being the platform for our new
concept brand for online sales of composite doors,
was also launched during the year. This platform
is being operated under a trial and learn iterative
framework which is an approach that we will
continue to take into 2023.
Building a digitally integrated team
We have a strong, capable and committed IT
team which has achieved so much in a
challenging year. We have an excellent
foundation for delivery of our future plans and
shall continue with a people development and
training programme augmented with new
resources.
We plan to develop further skills and
competencies in customer-facing digital
technologies and emerging architecture alongside
the development and utilisation of project and
programme management skills.
This approach to developing our IT team
alongside our planning framework and
governance processes underpins how we will
deliver what is an ambitious IT change and
transformation programme aimed at providing
the tools that will enable execution of our strategic
priorities.
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Annual Report & Accounts 2022
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Safestyle UK plc
Risk Management
Risk management
The Board's strategy is to grow the business organically and, if appropriate, through carefully planned acquisitions. This
section sets out the Group's risk management processes and the principal risks and uncertainties that the Board consider
to be material and may have a significant impact on the Group's financial performance.
Approach to risk
The Board has ultimate responsibility for setting the Group's risk appetite, for the Group's internal control systems and for
the effective monitoring and management of risk. The Board recognises risk can be fluid and can change unexpectedly
with significant consequences on the performance of the business.
The key features of the Group's systems of internal control are:
Ÿ
The Group recognises ISO 31000: 2018 standards and processes. ISO 31000 is a framework that facilitates the
development of a risk management strategy which effectively identifies and mitigates risks, thereby enhancing the
likelihood of an organisation achieving its objectives and increasing the protection of its assets. The overarching goal is
to develop a risk management culture where employees and stakeholders are aware of the importance of monitoring
and managing risk.
Ÿ
Risks faced by the Group are identified during the formulation of the annual business plan and budget process, which
sets objectives and agrees initiatives to achieve the Group's goals, taking account of the risk appetite set by the Board.
Ÿ
An ongoing process is in place to assess key risks which is performed by senior management and presented to the
Board at least annually. A risk register is maintained and reviewed by the Executive Team. All risks are assessed and
scored, taking into consideration the likelihood of the event occurring and its consequence. Once the risks have been
assessed, ownership and mitigation measures as well as any proposed further actions (and timescale for completion)
for each significant risk are identified and enacted.
Ÿ
The Group has a Compliance Committee which was chaired by Rob Neale, in his role as Chief Financial Officer, in 2022.
This committee meets on a regular basis (generally monthly). The status of the risks and mitigations are reviewed at
each meeting, with the minutes being reported and discussed at each Board meeting.
Ÿ
The Group began an Internal Audit programme in late 2019 which was supported by outside service providers. In 2020,
the Group appointed an internal auditor, reporting into the Audit Committee, who has been providing additional
independent assurance on key processes and controls during 2022. This programme will continue in 2023.
Health & safety
The Group's operations take place
in a diverse range of domestic
operating environments. In 2022,
there were 43k installations, of
which approximately 40% involve
working at height.
These operations require on-going
management of health and safety
risks in order to ensure a safe
working environment for our
employees and others we engage
with.
A failure to manage these risks
may give rise to significant
potential liabilities or result in
serious injury to employees or
agents.
The Group has continued its priority of managing its safety performance for its
employees and stakeholders, using a proactive strategy of focusing on key
control measures in the activities conducted to ensure mitigation of risk.
Although the Group has an expansive approach, emphasis is of course given
to the key risk areas involving working at height and glass handling.
The approach is aligned across all areas of the Group with a structure that
supports positive engagement from suppliers to end customers. The Group
engages with its suppliers, emphasising those providing working at height
equipment, to ensure that standardised solutions are delivered to meet
operational needs for the activities that are required to work safely.
The Group has commissioned bespoke Working at Height ('WAH') training
modules from Tetra, a leading WAH supplier. This is physical competency
training activity for all the Group's ladder users whether they are direct
employees or contractor stakeholders. In addition to this, best practice
exercises have taken place with our main glass supplier to review methods of
working with glass and equipment used for Personal Protective Equipment
('PPE') to ensure the Group is operating at the highest level.
This strategy is supported by a team of health and safety professionals
embedded and working within the operational teams. The resource levels of
this team have risen which has enabled an increase in the monitoring and
audit of on-site activities. This ensures continual improvement which are
supported by a programme of training and investment in people and facilities.
This is further underpinned by proactive audit and data collection, allowing live
confirmation of compliance to processes.
During 2022, the Group also maintained its accreditations for Occupational
Health and Safety Management ISO 45001.
Risk Description
Mitigation
Principal risks and uncertainties
Regulatory
The Group operates in a highly
regulated sector including
consumer protection and
consumer credit regulations.
Should the Group be found liable
for breaches of such regulations,
the business could face significant
brand damage, financial or
existential consequences.
The Group has a wide-ranging set of programmes of appropriate training to
ensure legal compliance and to minimise mistakes. This training is for both
new joiners and also in the form of refresher training.
This is supported with comprehensive record keeping, audits and systems
which, among others, provide an electronic audit trail of how consumer
finance choices have been presented to our customers.
A Compliance Committee also meets on a monthly basis to ensure
regulatory requirements are being met.
Risk Description
Mitigation
Reputation with customer base
As the UK's largest provider of
replacement windows and doors,
the Group's success is affected by
its reputation with its customer
base.
Should the Group's reputation fall,
future performance could be
adversely impacted.
The Group recognises the importance of providing excellent customer service
and continues to invest in its people and systems. Transforming the customer
experience is one of the Group's 5 strategic priorities and the progress and
plans are described in more detail in the Strategic Roadmap section of this
Annual Report, although some specifics are also provided below.
The Group continues to work closely with West Yorkshire Trading Standards
and the volume of complaints originating from this source remains lower than
historical levels.
The Group continues to make enhancements to its customer complaints
handling process, and has invested in new systems, additional resource at
head office and in the form of field-based service engineers to provide a
quicker response to customer complaints and appointments under their
warranty.
Finally, the Group has also invested in the resources available to monitor online
reviews and social media comments, in order that complaints can be
identified and responses made promptly to maintain the Group's reputation.
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Risk Description
Mitigation
Risk Description
Mitigation
Market and competition
The Group operates in a
competitive market which is
exposed to the UK's economic
performance and general
consumer confidence.
Reasonably low barriers to entry
exist for new competitors to be
established on a regional scale
which could disrupt the market
locally.
The Group has a strong brand and has historically taken market share in tough
market conditions as a value-based company. The Board believes the Group
remains well placed to compete effectively against both existing and new
competitors in the long-term because of its people, speed and modern
manufacturing facility.
The Group has returned to TV advertising at the start of 2022; a return after a
five-year gap in running above the line activity. The new campaign features
David Seaman MBE, the ex-England Goalkeeper, and proud Yorkshireman, as
our brand ambassador. This investment, which is continuing in 2023 as part of
the Group's accelerating growth strategic priority, is designed to raise our
brand awareness nationally, ensuring we keep ahead of our competitors who
have limited visibility in this space, and to continue to promote our 'brand value'
messaging.
Our existing relationship with Journey Further continues to develop with the
emergence of new digital opportunities, as does our relationships with Running
Total (TV planning & buying) and IMA Home (brand). Working with these
agencies provides access to external expertise that helps us to develop our
brand further.
These partnerships mean it continues to be difficult for a new competitor to
establish significant scale and an efficient operating model. Substantial
capital investment would be required.
Regular research on consumer confidence and the health of the brand are
undertaken, including benchmarking of the competition, to ensure the Group
maintains its leading market position.
IT system dependency and cyber
security
The Group is reliant on a number of
key IT systems and processes. A
failure in the Group's IT systems or
a cyber attack could result in a loss
of information, cause significant
disruption and lead to a material
financial loss.
This risk has been clearly
highlighted and realised in January
2022 when the Group was the
subject of a highly sophisticated
cyber-attack that emanated from
Russia.
During the last four years, the Group has invested significantly in its IT systems
and people, with security, compliance and capacity planning at the forefront of
its plans. Investment has been made into new Anti-Virus, Web Filtering and
Firewall technologies, and the Group has retired systems, such as its on-site
email servers, to make way for the introduction of Office365 and associated
Advanced Threat Protection.
The Group has also segregated parts of its internal networks to protect key
parts of the infrastructure and invested in the building of a new, modern server
infrastructure at its Head Office. Capacity and resilience has been improved
further with old servers being retired and core systems migrated to cloud-
hosted solutions.
The Group has also implemented a market-leading multi-site and cloud
backup and restore system and is also running regular penetration tests to
confirm cyber security resilience levels.
Finally, the Group has also focused on training and education of its system
users, as well as phishing test simulations, to raise awareness of the methods
adopted by cyber criminals to cause disruption and financial harm to the
business.
Data security and data privacy
The Group's operations are subject
to complex regulatory requirements
relating to data security and data
privacy which will protect
customers and their data.
The Group takes data security and
privacy extremely seriously and
recognises the value in changes to
individual privacy rights brought
about by regulatory changes
implemented by the General Data
Protection Regulation ('GDPR') and
Data Protection Act 2018.
A major breach of regulations could
result in significant reputational
damage and financial loss.
Awareness is pivotal to data security and our GDPR training programme
has matured well, with a good cadence built into refresher training across
the organisation and new people trained as they are inducted into the
business.
The Compliance Committee regularly reviews the activity of the business
with regard to matters such as data subject rights requests and
responsiveness thereto, training statistics and data incident monitoring.
The development of our privacy programme continues and a data
governance platform has recently been invested in to make further
progress. Data compliance audits are undertaken by the data
compliance officer, risks and opportunities being identified and mitigating
actions implemented as appropriate.
These internal audits have been augmented by a data audit via a third
party in 2022, with responses to findings and actions being monitored for
progress at every Board meeting.
Facilities management
The Group is heavily dependent on
its physical infrastructure.
Significant business disruption
could follow as a result of
interruption caused by natural
occurrence or other events.
The Group is focused on creating safe operating environments to ensure the
protection of people, property, information and reputation, providing the
framework in which the Group operates.
The Group has an Incident Management Plan with facility and business
function-specific business continuity plans that it continues to develop.
Plans capture natural events, critical infrastructure outage and malicious acts.
Mitigation measures include a robust physical and technical security plan.
Reliance on key suppliers
The Group relies upon certain key
suppliers. If relationships with such
suppliers are not maintained or key
suppliers fail, there could be
potential disruption to the Group's
business.
This is particularly applicable in
respect of the suppliers of PVCu to
the Group who went through an
administration process before
recommencing operations in 2020.
Although alternative suppliers are
available to provide the supplies
required by the Group, the
transition of suppliers could cause
disruption to normal operations
which may adversely impact the
Group's performance.
The Group maintains strong working relationships with key suppliers through
regular review meetings and open communication channels.
A risk register that includes all large suppliers, both direct and indirect, is
regularly reviewed and actions that emerge from this process are taken to
negate any potential impact.
In addition, robust contractual arrangements are maintained and supplier
performance is monitored against agreed standards.
Specifically in response to the potential risk of failure by the supplier of PVCu to
the Group, the plan to transition to a new supplier was successfully concluded
in January 2023.
Furthermore, additional stocks of other materials that are critical to
maintaining operational performance have been acquired as further
mitigation to any short-term supply chain disruption.
In the event of significant disruption to supply, alternative suppliers have been
identified and a documented disaster recovery process is in place to minimise
the impact on performance.
Dependence on key personnel
The current and future success of
the Group is reliant on the
recruitment and retention of the
right people with the right
capabilities.
The Group has a relatively small
management team and the loss of
key individuals or the inability to
attract appropriate personnel
could impact on its ability to
execute its business strategy
successfully and provide quality
services to its customers, which
could negatively impact upon the
Group's future performance.
The Group maintains competitive and attractive employment terms and
conditions, and takes proactive steps to maximise job satisfaction.
The Group incentivises key management through performance-related pay
in the short-term and through share options and other forms of
remuneration for medium and long-term retention.
The Group also continues to develop its Senior Management Team using its
performance appraisal process which also facilitates personal
development and succession planning.
Finally, the Group continues to focus on improving employee engagement
and communication with a detailed Group communications strategy now in
place.
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Risk Description
Mitigation
Risk Description
Mitigation
Reliance on key equipment
The Group relies on certain key
manufacturing equipment.
Although most of the
manufacturing equipment has
back-up capacity there are some
machines that have no in-house
back-up. In the event of significant
downtime on these machines there
is a risk of short term disruption and
increased costs.
The Group has an experienced maintenance and engineering team on site at
its manufacturing facility, and it operates a preventative maintenance
programme for all key equipment. Alongside this, the group has strong
relationships with the machinery Original Equipment Manufacturers ('OEMs')
and a network of local subject matter experts.
For the critical machines identified, there is either a critical spare holding, or an
availability plan, whereby the Group has sourced suppliers capable of
manufacturing the required products.
The Group has a documented disaster recovery process in place to minimise
the impact on performance of factory machine downtime. Site security is of a
high standard and is manned 24/7 throughout the year
Self-employed status
The Group uses the services of a large
number of self-employed individuals
for marketing, sales, surveying and
installation purposes. These
individuals are engaged on self-
employed agreements and payments
are accordingly paid on this basis.
During the year, a compliance review
by HMRC that had been ongoing for
over six years has been closed without
any action. In January 2023, the Glass
and Glazing Federation, of which
Safestyle is a member, received
communication from HMRC informing
them that HMRC are conducting a
review of the employment status
position of sales and canvassing roles
in the double glazing and home
improvement industry.
There remains a risk if HMRC
determine that the incorrect
employment status has been applied
for some or all its agents that the
Group could be required to pay
employment taxes not collected on
this basis.
The Group continues to monitor developments in legislation and case law and
will review its arrangements accordingly.
The Group's approach in this area is comparable with many other companies
operating in this industry and wider sector where the use of self-employed
agents and contractors is the primary source of specialised resource.
The Group is aware that HMRC has previously agreed to its assessment of
some of its self-employed agents, and has recovered unpaid taxes from these
individuals on that basis.
The Group will continue to work with HMRC to respond to any further queries,
and believes that it has followed professional advice and applied the
requirements diligently.
Liquidity risk
Liquidity risk is the risk that the
Group will have insufficient funds to
meet its financial obligations as
they fall due.
The Group has implemented a detailed forecasting process that provides the
basis for longer-term cashflow and liquidity forecasting.
Sensitivities are applied to the Group's forecasts to ensure that unexpected
events can be withstood and managed within the liquidity available.
The Group also prepares a detailed weekly cashflow forecast that is reviewed
by its Chief Financial Officer which looks forward three months. This forecast
identifies any emerging liquidity challenges in order that they can be managed
proactively.
The Group has in place a committed £7.5m banking facility which is in place
until December 2026. This facility was renewed in January 2023 and as part of
this renewal, covenant thresholds were removed when the facility is undrawn.
Regular forecasts and assessments of the Group's compliance with these
covenants are performed.
The Group's objective when managing its liquidity is to protect the Group's
ability to continue as a Going Concern, whilst providing a platform for delivering
sustainable returns to its shareholders.
Self-employed individuals
The Group uses the services of a
large number of self-employed
individuals for marketing, sales,
surveying and installation purposes.
These individuals are engaged on
standard form self-employed
agreements.
There is a risk of potential claims for
employee or worker status, resulting
in additional costs for the Group.
Legislation and case law are evolving
in this area and could have an
impact on self-employed status.
By their very nature, self-employed
individuals are not required to give
notice or work specific hours, which
can lead to higher levels of turnover
and short-term resource gaps which
in turn could impact the consistent
operation of the Group.
The Group obtains confirmation from the individual of self-employed status.
The Group respects the rights of self-employed people to self-determine their
working hours.
The Group constantly monitors developments in legislation and case law and
will respond as necessary to any changes.
Historically, excluding what the Group believes was an exceptional set of
events in 2018, retention of self-employed staff has not been a significant issue
for the Group due to the opportunities that the scale of the business can
provide.
In order to reduce self-employed individuals' turnover, the Group continues to
focus on the provision of what it believes are market-leading commission
plans and incentives. The Group has also reduced the number of self-
employed roles within some areas of its business.
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Annual Report & Accounts 2022
Approved
Pages 7 to 62 comprise the Strategic Report and they were approved by the Board on 22 March 2023 and signed on its
behalf by:
Rob Neale
Chief Executive Officer
22 March 2023
Safestyle UK plc
Governance
65
Board of Directors
69
Directors’ Remuneration Report
77
Directors’ Report
67
Audit Committee Report
82
Independent Auditor’s Report
Strategic Report
Governance
Financials
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66
Board of Directors
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Alan Lovell,
Non-Executive Chairman
Alan joined the board as Non-
Executive Chairman on 16 July 2018.
He has held numerous listed
company directorships, both
executive and, more recently, non-
executive. Alan is Chair of the
Environment Agency, Chairman of
Interserve Group Limited and Senior
Independent Director at SIG plc. He
was National Chairman of the
Consumer Council for Water from
2015 to 2019 and a Non-Executive
Council Member of Lloyd's of London
from 2007 to 2016.
Alan has a huge breadth of
experience, including both strategic
and complex situations, with a
particular focus on companies
undergoing turnaround or business
improvement initiatives.
In his executive career, Alan was Chief
Executive Officer of six companies,
including two in renewable energy
and three in the construction sector:
Jarvis plc, Costain Group plc and
Conder Group plc.
In the not-for-profit world, Alan is
Chair of the Hampshire Cultural Trust
and a Lay Canon of Winchester
Cathedral.
Michelle Williams,
Chief People Officer
Fiona Goldsmith,
Non-Executive Director
Julia Porter,
Non-Executive Director
Rob Neale,
Chief Executive Officer
Rob joined the board as Chief Financial Officer
on 16 July 2018 and was appointed Chief
Executive Officer on 14 December 2022. He was
previously Head of Leisure Travel Finance at
Jet2.com and Jet2 Holidays, a division of AIM-
listed Dart Group plc where he worked since
2013. As Head of Leisure Travel Finance, Rob
was responsible for providing all aspects of
finance support to both the commercial and
operational areas of the Leisure Travel business
that operates under the brands of Jet2.com
and Jet2holidays.
Rob's early career included roles at Dyson
Limited as well as Commercial Finance Director
for Europe, Africa and ANZ for ghd, a designer,
manufacturer and supplier of professional hair
styling products. He also served as Finance
Director for Stanley UK, part of the $30 billion
NYSE-listed Stanley Black & Decker Inc. Group.
Rob is a fellow of the Institute of Chartered
Accountants of England and Wales and started
his career at Arthur Andersen.
Michelle joined the Board as Chief People
Officer in March 2023 having served 5 years as
Safestyle's HR Director. Prior to joining Safestyle,
Michelle's HR career of 25 years has been in
both growth and turnaround business
environments in sectors including construction,
printing, FMCG food manufacturing, and
automotive aftermarket. She has experience
working within B2B and B2C business models in
both private and public companies and has
successfully managed both human and
organisational aspects of business acquisitions
and disposals.
Immediately before joining Safestyle, Michelle
spent 9 years with Symington's Ltd, a private
equity backed leading UK manufacturer of
branded and own-label ambient food. As HR
Director for Symington's Michelle was
responsible for delivering the people agenda
for c1,000 people over 8 sites in England and
Australia. In her earlier career Michelle's roles
included HR Manager for subsidiaries of
Rentokil Initial plc and Associated British Foods,
and Group HR Manager for UK Greetings, part of
the American Greetings Corporation. Michelle
has an MSc in Strategic Personnel &
Development and is a Fellow of the Chartered
Institute of Personnel & Development.
Fiona joined the Safestyle Board in
September 2018 and she is Senior
Independent Director and Chair of
the Audit Committee. She is also a
Non-Executive Director and the Audit
Chair designate at the listed
housebuilder MJ Gleeson plc. She
was previously Chair of the Audit
Committee at Walker Greenbank plc
(2008 to 2018).
Fiona is a Chartered Accountant
who started her career with KPMG,
where for nine years she focused on
the retail and leisure sectors in
various roles, she then moved to First
Choice Holidays plc, where she
became European Finance Director.
Prior to embarking on a portfolio
career, Fiona was CFO of Land
Securities Trillium, the outsourcing
division of Land Securities Group plc.
Julia joined the Safestyle Board in
November 2018 and she is Chair
of the Remuneration Committee.
She is also a Non-Executive
Director and Remuneration Chair
at Hollywood Bowl Group. Her
non-executive career has
previously included board
member of Freeview (UK's largest
free-to-air digital TV platform)
and Origin Housing.
Julia is an experienced CMO who
started her career in the
advertising industry. She has held
a number of senior marketing
roles in the media and technology
sectors including Guardian News
& Media, Getty Images and ITV.
Julia's consulting roles include
strategic advice for business
start-ups as well as marketing
and CRM/data strategy consulting
and accessible practitioner-led
GDPR advice. She also holds an
MBA from London Business School.
During the year the Committee has continued to assist the
Board in fulfilling its oversight responsibilities. The
objective of the Committee is to provide oversight and
governance to the Group's financial reports, its internal
controls and processes in place, its risk management
systems and maintained oversight of the external auditor.
This report provides details of the role of the Audit
Committee and the work it has undertaken during the
year and at its meeting in March 2023 when this annual
report and financial statements were approved.
Principal duties
The principal duties of the Committee are to:
Ÿ
Oversee the integrity of the Group's financial
statements and public announcements relating to
financial performance.
Ÿ
Review and challenge the critical management
judgments and estimates which underpin the financial
statements;
Ÿ
Advise on the clarity of disclosure and information
contained in the Annual Report and Accounts;
Ÿ
Assist the Board in confirming that, taken as a whole,
the Annual Report is fair, balanced and
understandable;
Ÿ
Ensure compliance with applicable accounting
standards and review the consistency of methodology
applied;
Ÿ
Review the adequacy and effectiveness of the internal
control and risk management systems;
Ÿ
Oversee the relationship with the external auditor,
reviewing performance and advising the board on their
appointment and remuneration;
Ÿ
Monitor the effectiveness of the Group's whistleblowing
process, including awareness within the business,
types of issues raised and how matters are
investigated.
Committee membership
The Committee comprises two independent Non-
Executive Directors: Julia Porter and myself. The
Committee met three times during the year and had 100%
attendance. The Company Secretary acts as secretary to
the Committee. Although not members of the Audit
Committee, the Chief Executive Officer, Chief Financial
Officer and the Chairman of the Board usually attend
meetings by invitation, along with representatives from
the external auditor. Detailed information on the
experience, skills and qualifications of the Committee
members can be found on page 65. The Board is satisfied
that the Committee Chair has recent and relevant
financial experience.
Terms of reference
These were adopted by the Board on 11th December 2013
and are available on the Group website. The terms of
reference are reviewed annually.
Meetings
The Committee meets three times per year; in March and
September being the appropriate time to review the
Annual Report and Accounts and the interim report
respectively, and in November to review and agree the
Audit plan for the year ahead. At meetings, the findings of
the external audit are discussed, and the effectiveness of
the Group's system of internal controls and risk
management is reviewed. The Committee and the Board
also receives regular updates from the Compliance
Committee.
The Committee supports the Board in carrying out its
responsibilities in relation to financial reporting, risk
management and assessing internal controls.
The Committee also manages the relationship with the
external auditor.
The Committee undertook the following activities during
the year:
Financial reporting
The Committee reviewed the half year and annual
financial statements and matters raised by management
and the auditors. The Committee satisfied itself that.
Ÿ
The accounting policies used are consistent both year
on year and across the Group (other than as disclosed
in note 1 of the financial statements).
Ÿ
The methods used to account for significant
transactions are appropriate.
Ÿ
The financial statements give a true and fair view and
the disclosures made are balanced and
understandable.
Ÿ
Appropriate estimates and judgements have been
used, considering the views of the external auditor.
Ÿ
The appropriate accounting standards have been
applied.
The Committee kept up to date with changes to
accounting standards and developments in financial
reporting, company law and other regulatory matters.
External audit and auditors' independence
During the year, the Committee reviewed the
independence and objectivity of the external auditor,
which was confirmed in their independence letter
containing information on procedures providing
safeguards established by the external auditor.
Relations with the external auditors are managed through
a series of meetings and regular discussions and the
Committee ensures a high-quality audit by challenging
the key areas of the external auditor's work.
The external auditor reports to the Committee on actions
taken to comply with professional and regulatory
requirements and is required to rotate the lead audit
partner every five years. During the year, Grant Thornton
only provided audit services with tax compliance work
provided by KPMG. To ensure auditor objectivity and
independence, the Committee has adopted a policy on
the engagement of external auditors for the provision of
non-audit services, which include financial limits above
which the Audit Committee must approve. Any non-audit
fees above £10,000 per engagement must be approved by
the Chair of the Audit Committee before the work
commences.
The Committee had discussions with the external auditor
on audit planning, fees, accounting policies, audit findings
and internal controls. The effectiveness of the audit was
assessed through the review of audit plans, reports and
conclusions and through discussions with management
and the external auditor.
The Committee has confirmed it is satisfied with the
independence, objectivity and effectiveness of Grant
Thornton.
Internal Audit
During the year the Internal auditor performed audits on
the Service remake process, Revenue Recognition, S75
issues raised and carried out installation depot audits.
They also reviewed controls around compensation and
refunds and the stock controls around the transition to a
new supplier of PVCu profile.
Risk management
The risks identified and the mitigating actions were
reviewed regularly by the Executive Committee and
annually by the Audit Committee. In managing risk, the
Committee analyses the nature and extent of risks and
considers their likelihood and impact, both on an inherent
and a residual basis, after taking account appropriate
mitigation and the Group's appetite. The Risk
Management section on pages 57 to 62 sets out the key
risks that the business may face and how it mitigates
them. The Executive Team implements the internal
controls and processes to put the Committee's policies on
risk and control into effect and provides assurance on
compliance with these policies and processes.
Unfortunately, the Group was hit by a cyber-attack,
emanating from Russia, at the end of January 2022.
Business continuity actions helped mitigate the impact
although it caused a level of operational disruption. We
were able to maintain our core operations, sales,
surveying, manufacturing and installations. Following the
attack further planned investment was accelerated and
the IT function was further strengthened. The ongoing
investment in upgrading and implementing new IT
systems continues to be a significant focus of the
business. The CIO reports regularly to the Board and Audit
Committee.
The Compliance Committee is made up of managers
from across the business. This Committee meets monthly
and is focussed on managing Data Compliance and other
regulatory risks.
Internal controls
The Committee is responsible for reviewing and
monitoring the effectiveness of internal controls and risk
management systems on behalf of the Board. The Group's
system of internal control includes the following
processes:
Ÿ
Each department has defined procedures and controls
to identify and minimise operational and financial risks.
These procedures include segregation of duties and
the regular monitoring of KPI's.
Ÿ
The Board and management meet regularly to monitor
the performance of the business against the KPI's.
Ÿ
The Board meets regularly to consider the matters
reserved for its consideration.
Ÿ
There is a clear organisational structure with defined
responsibilities and levels of authority which are
regularly reviewed
In addition, our external auditors, Grant Thornton, report
annually to the Audit committee on their review of the
control environment.
Whistleblowing
The Group's whistleblowing policy was reviewed during the
year and following a tender process the maintenance of
the whistleblowing reporting line was outsourced to an
external, independent, confidential, established provider.
Following this the policy was updated and
recommunicated to all staff. All cases of whistleblowing
are appropriately investigated.
The Company's Modern Slavery Statement, which sets out
details of policies in relation to slavery and human
trafficking, as well as its due diligence processes is
published on the website.
Significant issues considered during the financial year.
Within its terms of reference, the Committee monitors the
integrity of the annual and interim reports, including a
review of the significant financial reporting issues and
judgements contained in them. At its meetings in
September 2022 and March 2023, the Committee reviewed
the Group's results and other information provided by the
Chief Financial Officer to support the Directors' going
concern statements.
The Committee also considered a paper prepared by the
external auditor, which included significant reporting and
accounting matters.
The Committee considered the appropriateness of the
areas of significant judgement, complexity or estimation in
the financial statements. The Key Audit matters identified
by Grant Thornton were the Revenue Cycle including
fraudulent transactions and Going Concern. The
Committee reviewed the report prepared by the auditors
on these areas and are satisfied that there are no material
misstatements.
The Committee's review on Going Concern is set out
below:
Going concern
The Audit Committee and the Board reviewed the financial
information prepared by management to support the fact
that it is appropriate to adopt the going concern basis of
preparation for the Group. This included financial
forecasts which reflected current trading and anticipated
performance for the period to the end of financial year
2024. The forecasts include a number of assumptions in
relation to sales volume, pricing, margin improvements
and overhead investment. As part of the going concern
review the Board has considered sensitised scenarios for
both 2023 and 2024. For 2023 and 2024, the scenario
assumes an installed volume level consistent with 2020
when business was significantly impacted by the Covid
lock down. This is considered to be a highly pessimistic
scenario.
The Committee also considered mitigating actions
proposed by management including proposed reductions
in discretionary spend. The Audit Committee concluded
that it was appropriate to prepare the financial
statements on a Going Concern basis.
Fiona Goldsmith
Chair of the Audit Committee
22 March 2023
Strategic Report
Governance
Financials
67
68
Audit Committee Report
’
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
of salary respectively based on
performance against strategic and
personal objectives, which were
focused on key metrics to deliver the
2022 plan. See page 72 for further
details.
Mike Gallacher and Rob Neale
therefore earned a total bonus equal
to 9% and 28% of salary respectively.
Given the uncertain outlook
presented by the COVID-19
pandemic and in line with guidance
published by the Investment
Association, the Committee chose to
defer the grant of the 2020
performance share plan awards.
Awards were subsequently granted
to Mike Gallacher and Rob Neale in
February 2021 with a maximum
opportunity equal to 45% of salary.
Vesting was subject to EPS
performance (as regards 75% of the
award) and absolute TSR
performance (as regards 25% of the
award) over a three-year
performance period to the end of the
financial year 2022. The threshold
EPS and absolute TSR targets were
not achieved and therefore the
awards have lapsed in full. See page
72 for further details.
The Committee carefully considered
the vesting outcome of the annual
bonus and performance share plan
awards and considered it to be
appropriate taking into account
underlying business performance
and the experience of stakeholders
during the respective performance
periods.
Outlook for the 2023 financial year
Salary / fees
Rob Neale received a 17.8% salary
increase to £285,000 effective from 1
January 2023 as a result of his
transition to the role of CEO. This is
part of a phased set of salary
increases in the next year to £310,000
on 1 July 2023 and finally to £330,000
plus an annual cost of living increase
on 1 January 2024. This is the result
of consideration of wider market
benchmarks and will be subject to a
personal performance review at
each stage. Michelle Williams’ salary
was set at £175,000 on her
appointment to the Board.
Alan Lovell, non-executive chairman,
received a fee increase of 4.0% to
£130,000. Both non-executive
directors received a fee increase of
5.9% to £60,000.
Excluding the increase for Rob Neale,
which was a result of his new role,
salary and fee increases for the other
members of the board were in line or
below the average increase
awarded to the wider workforce.
Annual bonus
Rob Neale and Michelle Williams will
each be granted an annual bonus
with a maximum opportunity equal
to 100% and 80% of salary
respectively, based on delivering
against stretching PBT targets and a
range of strategic and personal
objectives. The performance
metrics, their weighting and the
targets will be disclosed
retrospectively in the 2023 Annual
Report on Remuneration. See page
76 for further details.
Performance share plan awards
Performance share plan awards are
expected to be granted in
accordance with the levels permitted
under the Directors' Remuneration
Policy (i.e. up to 100% of salary). The
performance metrics, their weighting
and the targets will be disclosed
retrospectively in the 2023 Annual
Report on Remuneration.
Conclusion
The Committee aims to provide clear
and transparent reporting on
executive pay and performance at
Safestyle, taking into account best
practice amongst larger AIM listed
companies. I look forward to
receiving your support at our 18 May
2023 AGM, where I will be available to
respond to any questions
shareholders may have on this
Directors' Remuneration Report or in
relation to any of the Committee's
activities.
Dear Shareholder
I am pleased to present the Directors'
Remuneration Report for the
financial year 2022, which comprises
two sections:
Ÿ
This annual statement; and
Ÿ
The Annual Report on
Remuneration, which provides
details of the amounts earned
in respect of the financial year
2022 and remuneration for the
financial year 2023.
Our Directors' Remuneration Policy
was approved as part of an advisory
vote on the 2020 Directors'
Remuneration Report at the May 2021
AGM. The Policy has not been
reproduced here but is available in
our 2020 Directors' Remuneration
Report.
Similar to previous years, the
Directors' Remuneration Report is
subject to an advisory vote at the 18
May 2023 AGM. The Committee
believes the advisory vote provides a
greater degree of accountability and
provides shareholders with a say on
executive pay.
Changes to the Board
Mike Gallacher retired from the
Board on 14 December 2022. Rob
Neale was appointed as CEO on the
same date. The treatment of Mike
Gallacher's remuneration
arrangements is set out on page 74.
Rob Neale's base salary was
increased from £242,050 to £285,000
with effect from 1 January 2023 and
is part of a phased set of salary
increases in 6 months and 12 months'
time. Further details are set out
below.
Michelle Williams was appointed to
the Board as Chief People Officer
with effect from 1 March 2023.
Michelle Williams' base salary is
£175,000. She will participate in the
annual bonus and performance
share plan in accordance with the
Directors' Remuneration Policy.
Review of the financial year 2022
As detailed in the CEO's Statement
and Financial Review, following what
was an encouraging performance in
2021, 2022 was a far more difficult
year, with the impact of the cyber-
attack at the start of the year, heat-
related factory disruption in the
summer and the trading volatility in
the fourth quarter representing
headwinds to our underlying
performance.
The Group achieved revenue growth
over 2021, driven by pricing
responses to the inflationary
environment albeit costs across
materials, energy, labour and lead
generation increased faster than our
top line revenue and gross profit
therefore reduced versus 2021.
With the improved health of the
balance sheet, the business
continued with its investment plans
which are critical to deliver on the
Group's medium-term strategic
priorities that are described fully in
the CEO's Statement. This
investment, equating to c.£5m over
last year, is expected to underpin
medium-term performance targets,
but did contribute to reduced
profitability in 2022.
Consequently, the Group achieved
an underlying (loss) before taxation
for the full year of £(4.4)m compared
to an underlying profit in 2021 of
£7.6m. After non-underlying items,
reported (loss) before taxation was
£(8.5)m compared to a profit of
£6.0m in the prior year.
Overall, despite the executives
meeting all unexpected challenges
in 2022 in a responsive and tireless
manner, the Group fell short of its
annual bonus profit targets.
Annual bonus and performance
share awards
Mike Gallacher and Rob Neale were
each granted an annual bonus with
a maximum opportunity equal to
100% of salary, based on delivering
against stretching underlying PBT
targets (as regards 70% of the
award), and a range of strategic and
personal objectives (as regards the
remaining 30% of the award).
The Committee considered it
appropriate that Mike Gallacher
remain eligible to receive a bonus on
the basis he was CEO for circa 11.5
months during the financial year
2022 and that he retired from the
Board.
The threshold PBT target was not
achieved and therefore the PBT
element has not paid out.
Mike Gallacher and Rob Neale
earned a bonus equal to 9% and 28%
Strategic Report
Governance
Financials
69
70
Directors’ Remuneration Report
Statement from the Chair of the Remuneration Committee
Julia Porter
Chair of the Remuneration Committee
22 March 2023
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
2022 Remuneration
The table below details the elements of remuneration received by each Director for the financial year 2022, and the total
remuneration received by each Director for that financial year and also for the financial year 2021.
Salary
and fees
£000
Benefits¹
£000
Annual
bonus
£000
Long term
incentives
£000
Pension
£000
Total
remuneration
2022
£000
Total
remuneration
2021
£000
Executive directors
M Gallacher²
R Neale³
Total
Non-executive directors
A C Lovell
F Goldsmith
J Porter
Total
295
242
537
¹ Benefits include car allowance, private fuel and private medical insurance.
² Mike Gallacher retired from the Board on 14 December 2022. The treatment of his remuneration arrangements on his
retirement, totalling an additional £462k, are set out on page 74.
³ Rob Neale was appointed as CEO from 14 December 2022.
4 Julia Porter received a supplementary £10,000 fee during the 2022 financial year in recognition of additional duties
provided during the year.
Individual elements of remuneration
Base salary
The salaries for 2022 are as set out below.
Base salary 1
January 2022
£'000
M Gallacher
R Neale
309
242
Annual bonus
Mike Gallacher and Rob Neale were each granted an annual bonus with a maximum opportunity equal to 100% of salary,
based on delivering against stretching PBT targets (as regards 70% of the award) and a range of strategic and personal
objectives (as regards the remaining 30% of the award).
The Committee considered it appropriate that Mike Gallacher remain eligible to receive a bonus on the basis he was CEO
for circa 11.5 months during the financial year 2022 and that he retired from the Board.
The threshold PBT target was not achieved and therefore the PBT element has not paid out.
Strategic and personal objectives (30% of award)
The strategic and personal objectives were tailored to each executive and focused on key performance metrics to deliver
the 2022 plan.
M Gallacher
Performance relating to a set of metrics that included customer service, quality,
brand development, training, sustainability targets and development and
communication of the medium-term strategy.
Executive
director
Performance metrics
Performance
achieved
(% of salary)
9%
R Neale
Performance relating to a set of deliverables that included completion of the
refinancing of the Group, the development and communication of the medium-
term strategy and financial roadmap with the CEO, the launching of key
performance projects and overall leadership of IT following the cyber-attack.
28%
125
57
67
249
17
2
19
-
-
-
-
28
69
97
-
-
-
-
-
-
-
-
-
-
-
24
19
43
-
-
-
-
364
332
696
125
57
67
249
EPS for the
financial year 2022
Percentage of
award vesting
6.23p
100%
Base salary 1
January 2021
£'000
300
220
% increase in
salary between
2021 and 2022
3.0%
10.0%
Rob Neale's salary was increased to £235,000 effective from 1 July 2021 and then to £242,050 effective from 1 January 2022.
The mid-year change was the last part of a phased set of salary increases across a two-year period, which took into
account his significant development in role, additional management responsibilities assumed and his overall contribution
to the business since he joined the company.
Mike Gallacher and Rob Neale therefore earned a bonus equal to 9% and 28% of salary respectively. The Committee
considered the bonus outcome to be appropriate taking into account underlying business performance and the
experience of stakeholders during the year.
Share awards
Awards vesting in respect of the financial year
Performance share plan awards
Given the uncertain outlook presented by the COVID-19 pandemic and in line with guidance published by the Investment
Association, the Committee chose to defer the grant of the 2020 performance share plan awards. Awards were
subsequently granted to Mike Gallacher and Rob Neale in February 2021 with a maximum opportunity equal to 45% of
salary. Vesting was subject to EPS performance (as regards 75% of the award) and absolute TSR performance (as regards
25% of the award) over a three-year performance period to the end of the financial year 2022. The threshold EPS and
absolute TSR targets were not achieved and therefore the awards have lapsed in full.
5.74p
75%
Straight-line vesting between points.
Strategic Report
Governance
Financials
71
72
Directors’ Remuneration Report
Annual Report on Remuneration
Executive
Director
Actual performance: (4.7)p
0%
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
806
502
1,308
120
55
55
230
4
5.25p
50%
4.75p
25%
Less than 4.75p
0%
Absolute TSR for the
financial year 2022
Percentage of
award vesting
90p or more
100%
75p
50%
Straight-line vesting between points.
Actual performance: 29.4p
0%
60p
25%
Less than 60p
0%
82.5p
75%
Awards granted in respect of the financial year
Performance share plan awards
On 2 September 2022, performance share plan awards were granted to Mike Gallacher and Rob Neale with a maximum
opportunity equal to 83% and 66% of salary respectively (based on the share price at the time of grant). Vesting of the
awards is subject to EPS targets (as regards 75% of the award) and absolute Total Shareholder Return targets (as regards
25% of the award) over the three-year performance period to the end of the financial year 2024. Thereby incentivising the
Executive Directors to deliver long-term earnings and share price growth.
Executive
director
Type of
award
M Gallacher
Date of grant
Percentage
of salary
Number of
shares
Exercise
price
Performance
period
Nil cost
option
2 September
2022
83%
813,158
£nil
Beginning of the
financial year
2022 to the end
of the financial
year 2024
Year end 2022
Number
Executive directors
M Gallacher¹
R Neale
Non-executive directors
A C Lovell
F Goldsmith
J Porter
31 Year end 2021
Number
796,012
584,954
800,000
50,000
88,671
R Neale
Nil cost
option
2 September
2022
66%
509,579
£nil
Beginning of the
financial year
2022 to the end
of the financial
year 2024
611,740
464,125
700,000
50,000
38,671
Strategic Report
Governance
Financials
73
74
Directors’ Remuneration Report
Annual Report on Remuneration
Date of grant
2 September
2025
2 September
2025
The EPS and TSR targets for the financial year 2024 are set out below.
Payments made to former Directors during the year and payments for loss of office during the year
Mike Gallacher retired from the Board on 14 December 2022. The treatment of his remuneration arrangements is set out in
the table below. This has been agreed by the Committee taking into account his contribution to the business over the last
four years.
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
EPS for the
financial year 2024
Percentage of EPS
element vesting
4.39p
100%
3.74p
75%
Straight line vesting between points.
3.10p
50%
2.46p
25%
Less than 2.46p
0%
Absolute TSR for the
financial year 2024
Percentage of EPS
element vesting
65.78p or more
100%
56.15p
75%
Straight line vesting between points.
46.52p
50%
36.90p
25%
Less than 36.90p
0%
The Committee has discretion to amend the vesting outcome where it considers that it is not a fair and accurate reflection
of underlying business performance or the experience of stakeholders during the performance period. This includes
consideration of any potential “windfall gains” at the point of vesting.
One-off retention awards
The Committee believes that the Executive Directors and senior management team have performed well over the last five
years, ensuring that the business was resilient enough to overcome a number of challenging events whilst also preparing
the business for success over the medium-term. In order to recognise this performance, to continue to incentivise and
also retain the Executive Directors and senior management team, one-off cash-based retention awards were granted on
16 June 2022. The awards will vest on 1 July 2024 subject to continued employment.
Mike Gallacher and Rob Neale were each granted an award equal to 100% of salary. The treatment of Mike Gallacher's
award upon his retirement from the Board is set out on page 74.
During the financial year 2022, Mike Gallacher and Rob Neale were each granted, in aggregate, a performance share plan
opportunity and one-off retention award opportunity equal to 183% and 166% of salary respectively. This is less than the
maximum long-term incentive opportunity of 200% of salary permitted in exceptional circumstances under the Directors'
Remuneration Policy.
Agreed treatment
Payment in lieu of notice
He received a payment of £399,784 based on the value of his salary, pension allowance
and contractual benefits for the duration of his 12 month notice period.
Annual bonus
One-off retention award
Performance share
plan awards
He remained eligible to earn a bonus for the financial year 2022. He earned a bonus
equal to 9% of salary following the outcome of the performance metrics (see page 72).
His award was pro-rated for time served as CEO during the vesting period (five months
of the two year vesting period) and he was paid £61,800 following his retirement.
Unvested performance share plan awards will:
Ÿ
Continue to vest in accordance with their normal vesting timetable, subject to the
achievement of the relevant performance metrics; and
Ÿ
Be pro-rated for time served as CEO during the relevant vesting periods.
Statement of Directors' shareholding and share interests
¹ As at the date of his retirement from the Board (14 December 2022).
The interests of each individual, who served as a Director of the Group during the year, as at the end of financial year 2022
in the Group's share schemes were as follows:
Approval of Directors'
Remuneration Report
Votes
withheld
(abstentions)
Annual bonus
Rob Neale and Michelle Williams will each be granted an annual bonus with a maximum opportunity equal to 100% and
80% of salary respectively, based on delivering against stretching PBT targets and a range of strategic and personal
objectives. The performance metrics, their weighting and the targets will be disclosed retrospectively in the 2023 Annual
Report on Remuneration. This provides a balanced scorecard approach to measuring and rewarding management
performance during the year. PBT will be measured before share based payments and non-underlying items.
The strategic and personal objectives will be tailored to each executive and will focus around key performance metrics to
deliver the 2023 plan. The PBT targets and strategic and personal objectives will be disclosed retrospectively in the 2023
Annual Report on Remuneration, where further detail of performance against the targets and objectives will also be
provided.
Performance share plan awards
Performance share plan awards are expected to be granted in accordance with the levels permitted under the Directors'
Remuneration Policy (i.e. up to 100% of salary). The performance metrics, their weighting and the targets will be disclosed
retrospectively in the 2023 Annual Report on Remuneration.
Consideration by the Directors of matters relating to Directors' remuneration
The Committee is composed of the Group's independent Non-Executive Directors, Julia Porter (Chair), Alan Lovell and Fiona
Goldsmith. Executives only attend meetings by invitation.
The Committee's key responsibilities are:
Ÿ
reviewing the on-going appropriateness and relevance of remuneration policy;
Ÿ
reviewing and approving the remuneration packages of the executives;
Ÿ
monitoring the level and structure of remuneration of the senior management;
Ÿ
determining the treatment of remuneration for any departing Executive Directors or Executive Directors being appointed
to the Board; and
Ÿ
production of the Directors' Remuneration Report.
Advisors
During the year, the Committee received independent advice from Deloitte LLP. Deloitte is a founder member of the
Remuneration Consultants Group and voluntarily operates under its code of conduct in its dealings with the Committee.
Directors' Remuneration Report voting at the 2022 AGM
The table below sets out the voting outcome at the Group's AGM held on 8 June 2022 in respect of the resolution to
approve the Directors' Remuneration Report contained in the Group's 2021 Annual Report and Accounts.
Approval
This Report was approved by the Board on 22 March 2023 and signed on its behalf by:
Julia Porter
Chair of the Remuneration Committee
22 March 2023
Total votes
cast
% against
Votes
against
% for
Votes for
87,306,023
88.95%
10,841,059
11.05%
98,147,082
2,922,858
Director
Award
Date of
grant
Options
held at
beginning
of year
Options
granted
in the
year
Options
exercised
in the year
Options
lapsed in
the year²
Performance
share award
27 June
2019
M Gallacher
200,000
23 February
2021¹
275,000
Options
held at
end of
year
Performance
share award
Restricted
share award
Performance
share award
10 June
2021
2 September
2022
461,538
-
-
-
-
813,158
(56,000)
-
-
-
(144,000)
(17,564)
(229,085)
(736,739)
-
257,436
232,453
76,419
Status
Vested and
exercised
Unvested
Unvested
Unvested
Performance
share award
27 June 2019
R Neale
127,273
23 February
2021¹
205,000
Performance
share award
Restricted
share award
Performance
share award
10 June 2021
2 September
2022
270,769
-
-
-
-
509,579
(35,636)
-
-
-
(91,637)
-
-
-
-
205,000
270,769
509,579
Vested and
exercised
Unvested
Unvested
Unvested
¹ The performance share plan awards granted on 23 February 2021 lapsed in full following the end of the 2022 financial year
as the threshold EPS and absolute TSR targets were not achieved. See page 72.
² The performance share awards granted to Mike Gallacher on 23 February 2021, 10 June 2021 and 2 September 2022 have
been pro-rated for his time in office as CEO during the relevant vesting period. See page 74.
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Financials
75
76
Directors’ Remuneration Report
Annual Report on Remuneration
Options
vested in
the year
56,000
-
-
-
35,636
-
-
-
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Implementation of Directors' Remuneration Policy for the financial year 2023
Information on how the Group intends to implement the Directors' Remuneration Policy for the financial year 2023 is set out
below.
Salary / fees
Rob Neale received a 17.8% salary increase to £285,000 effective from 1 January 2023 as a result of his transition to the role
of CEO. This is part of a phased set of salary increases in the next year to £310,000 on 1 July 2023 and finally to £330,000
plus an annual cost of living increase on 1 January 2024. This is the result of consideration of wider market benchmarks
and will be subject to a personal performance review at each stage. Michelle William's salary was set at £175,000 on her
appointment to the Board.
Alan Lovell, non-executive chairman, received a fee increase of 4.0% to £130,000. Both non-executive directors received a
fee increase of 5.9% to £60,000.
Excluding the increase for Rob Neale, which was a result of his new role, salary and fee increases for the other members of
the board were in line or below the average increase awarded to the wider workforce.
The directors present their annual report and audited financial statements of the Group for the financial year 2022
Registered office
The registered office of Safestyle UK plc is 47 Esplanade, St Helier, Jersey, JE1 0BD.
Principal activities
Safestyle UK plc is an AIM listed company. The Group's principal activities are the sale, manufacture and installation of
replacement PVCu windows and doors for the UK homeowner market.
Business review
The Chairman's statement, the CEO's statement and the Financial Review on pages 17 to 28 report on the Group's
performance during the year and future developments.
Dividends
The directors propose a final dividend of 0.1p per share for the year (2020: £nil).
Governance
Safestyle UK plc is an evolving organisation and one that has ethics, integrity and high standards of corporate governance
as key priorities. The Board has adopted the Quoted Companies Alliance (QCA) Corporate Governance Code (2018) as its
Governance Framework. The Board understands its responsibility in managing the business for the long term benefit of its
stakeholders, through effective and efficient decision making, and acknowledges the importance of the ten principles set
out within the QCA code. Further details of how the Group applies each principle of the QCA code can be found on the
Group's website at www.safestyleukplc.co.uk/investor-relations/corporate-governance. An overview of the Group's
corporate governance procedures is given below.
The Board
The Group is controlled through a Board of Directors which comprises a non-executive chairman, two executive directors
and two non-executive directors. The non-executive chairman and the non-executive directors are considered to be
independent and bring a wide range of experience and provide a strong balance to the executive directors. The Board
meets at least 9 times a year and is responsible, amongst other things, for business strategy, approval of interim and
annual financial results, approval of annual budgets, approval of major capital expenditure and the framework of internal
controls.
Audit Committee
The Audit Committee report on pages 67 to 68 provides details regarding the Audit Committee members and its
responsibilities.
Remuneration Committee
The Chair of the Remuneration Committee is Julia Porter with Alan Lovell and Fiona Goldsmith as the other non-executive
members. The Committee reviews the performance of the executive directors and determines their terms and conditions
of service, including their remuneration and the grant of options. The Remuneration Committee meets at least once a
year.
Nomination Committee
The Chairman of the Nomination Committee is Alan Lovell with Fiona Goldsmith and Julia Porter as the other non-executive
members. The Committee identifies and nominates for the approval of the Board candidates to fill board vacancies as
and when they arise. The Nomination Committee meets at least once a year.
Promoting the success of the Group
The Board consider, both individually and collectively, that they have acted in a way they consider, in good faith, to
promote the success of the company for the longer term. 2022 has been a challenging year. The Group experienced
several unforeseen challenges with a cyber-attack, record high summer temperatures causing disruption to customer
fulfilment and trading turbulence in the latter parts of the year during a period of political instability in the UK. All adversely
impacted the financial results for the year. The Board responded to these challenges with a focus on ensuring the safety
of the Group's people and its customers whilst also making progress on the strategic priorities of the Group.
The Board understands that the Group can only grow and prosper through having regard for the views and needs of our
customers, colleagues and the communities in which we operate, as well as our suppliers, the environment and the
shareholders to whom we are accountable. The Board ensures that these requirements are met and the interests of our
stakeholder groups are considered through a combination of the following:
Ÿ
Standing agenda points and papers presented at each Board meeting.
Ÿ
A rolling agenda of matters to be considered by the Board throughout the year, which includes strategy review days
that consider the Group strategy for the longer-term.
Ÿ
Board presentations and reports which include monthly updates on Health & Safety, compliance with regulatory
requirements along with operational, performance and people matters.
Ÿ
Regular engagement with our stakeholders, including, but not limited to, suppliers, customers and employees.
Ÿ
Consideration of the impact of the Group's operations on the community and the environment, and how this can be
improved.
Shareholder communication
The Board is committed to maintaining good communication with both institutional and private investors. Dialogue with
fund managers, institutional investors and analysts to discuss performance and future prospects is actively pursued. The
Annual General Meeting provides an opportunity for shareholders to address questions to the Chairman and the Board
directly.
Risk management and internal controls
The Board has overall responsibility for the Group's system of internal controls and for reviewing the effectiveness of this
system. It should be recognised that such a system is designed to manage, rather than eliminate, the risk of failure to
achieve the business objectives and can only provide reasonable, and not absolute, assurances against material
misstatement or loss.
Directors' indemnities and insurance
Safestyle UK plc indemnifies its officers and officers of its subsidiary companies against liabilities arising from the conduct
of the Group's business, to the extent permitted by law, by the placing of directors' and officers' insurance.
The insurance policy indemnifies individual directors' and officers' personal legal liability and cost for claims arising out of
actions taken in connection with Group business.
Directors' responsibilities
The directors are responsible for preparing the financial statements in accordance with applicable law and IFRS as
adopted by the EU. Company law requires the directors to prepare Group financial statements for each financial year
which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In
preparing those financial statements, the directors are required to:
Ÿ
select suitable accounting policies and then apply them consistently;
Ÿ
make judgements and estimates that are reasonable, relevant and reliable;
Ÿ
state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
Ÿ
assess the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern;
and
Ÿ
use the going concern basis of accounting unless they either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
Ÿ
The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any
time the financial position of the Company and to enable them to ensure that the financial statements comply with
the Companies (Jersey) Law 1991. They are responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to fraud or
error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities.
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Financials
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78
Directors’ Report
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Alantra Asset Management
Soros Fund Management
Janus Henderson Investors
Hargreaves Lansdown plc
UBS Group AG
FIL Investment International
Invesco Advisors Inc
31,911,957
26,647,733
14,918,402
5,802,504
5,737,797
5,040,054
4,465,000
Significant Shareholders
Shares Held
22.98%
19.19%
10.74%
4.18%
4.13%
3.63%
3.22%
%
Carbon reporting
Our manufacturing sites and our large commercial fleet continue to be the main sources of the Group's carbon emissions.
We have now changed our manufacturing site to a full, clean source of energy. The majority of the portfolio is now on
green energy with the exception of some leased site that have the energy included which we are working on with the
landlords to move to green energy. We continue to upgrade our fleet and aim to double the number of hybrid/electric
vehicles we have by the end of 2023.
We are pleased to say that we have reduced our CO per frame installed by 2.0% before the benefit of a new carbon offset
2
programme (see below) and remain well on track for our 2025 targeted reduction of 6% lower than 2021. We also continue
to target reductions in the 5% of waste that was sent to landfill from our installation depots by pursuing new ways of
working and using new partners to reduce this to our 0% target by 2025.
The Group has recently launched a group-wide sustainability team who are working on embedding a sustainability culture
as well as implementing several energy saving and waste reduction initiatives. We have engaged with our largest
suppliers with regards to their sustainability agenda and have started several working parties focussed on sharing best
practices and learnings.
Finally, the Group have recently engaged in a partnership with their vehicle fuel card provider which aims to offset
emissions generated by its vehicle fleet. In 2022, the carbon offset equated to 247 tonnes of CO which reduced the Group's
2
CO per frame installed by a further 5.7ppts to a 7.7% year on year reduction.
2
The Group's pre and post carbon offset performance will continue to be reported to measure progress as we work to
reduce emissions as much as possible with current technology and renewable energy and then additionally show any
benefit achieved through offsetting of residual emissions with Gold Standard carbon offsets.
Substantial shareholdings
As at 3 March 2023, the Group has confirmed the following interests in more than 3% of its ordinary share capital.
Going concern
For the purposes of assessing the appropriateness of the preparation of the Group's accounts on a going concern basis,
the Directors have considered the current cash position, available banking facilities and forecasts of future trading through
to June 2024, the end of the going concern period, including performance against financial covenants where appropriate.
Further disclosure of the factors considered are given in the basis of preparation note to the accounts.
Having considered this information, the directors have a reasonable expectation that the Group has adequate resources
to continue to trade for the foreseeable future. Consequently, the directors continue to adopt the going concern basis of
preparation in preparing the financial statements for the financial year 2022.
Auditors
Grant Thornton were appointed as the Group's auditors in June 2022. The Board will put forward a resolution to reappoint
Grant Thornton as auditors at the forthcoming AGM of the Group.
Statement of disclosure of information to auditors
As at the date this report was signed, so far as each of the Directors is aware, there is no relevant information of which the
auditor is unaware and each Director has taken all steps that he ought to have taken as a Director in order to make himself
aware of any relevant audit information and to establish that the auditor is aware of that information.
Approved by the Board of Directors and signed on behalf of the Board on 22 March 2023.
Rob Neale
Chief Executive Officer
22 March 2023
Manufacturing
Vehicles
Offices / depots
Total pre carbon offset
Carbon offset
Total post carbon offset
89
4,054
157
4,300
(247)
4,053
CO
2
(Tonnes)
0.0005
0.0227
0.0009
0.0241
(0.0014)
0.0227
CO (Tonnes) /
2
Frame installed
2022
CO
2
(Tonnes)
CO (Tonnes) /
2
Frame installed
2021
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80
Directors’ Report
This above data is aligned with the Greenhouse Gas Protocol methodology ('GHG Protocol'). The GHG Protocol establishes
comprehensive global standardised frameworks to measure and manage greenhouse gas ('GHG') emissions from private
and public sector operations, value chains and mitigation actions. The framework has been in use since 2001 and forms a
recognised structured format to calculate a carbon footprint. This is a market-based report and covers the fact that
emissions factors have been taken from each of Safestyle UK Plc's relevant suppliers where applicable (i.e. for green tariff it
would be zero emissions).
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
541
3,736
240
4,517
-
4,517
0.0030
0.0204
0.0013
0.0246
-
0.0246
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Financials
81
82
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Strategic Report
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Financials
83
84
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Strategic Report
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Financials
85
86
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Strategic Report
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Financials
87
88
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Strategic Report
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Financials
89
90
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Safestyle UK plc
Financials
93
Consolidated Income Statement
95
Consolidated Statement of Changes in Equity
96
Consolidated Statement of Cash Flows
94
Consolidated Statement of Financial Position
97
Notes to the Consolidated Financial Statements
Revenue
Cost of sales
Gross profit
Expected credit losses expensed
Other operating expenses¹
Operating (loss) / profit
Finance income
Finance costs
(Loss) / profit before taxation
Underlying (loss) / profit before taxation before non-recurring costs,
Commercial Agreement amortisation and share based payment charges
Non-recurring costs
Equity settled share based payment charges
Commercial Agreement amortisation
(Loss) / profit before taxation
Taxation
(Loss) / profit after taxation
Earnings per share
Basic EPS (pence per share)
Diluted EPS (pence per share)
2022
£000
Note
2,5
18
6
12
7
32
14
13
9
9
2022
£000
Note
14
14
14
14
15
26
16
17
18
19
20
21
26
23
24
23
26
24
The accompanying notes form part of the financial statements. 2021 represents the financial position at 2 January 2022.
The financial statements were approved by the Board of Directors and authorised for issue on 22 March 2023 and were
signed on their behalf by:
Rob Neale
Chief Executive Officer
Strategic Report
Governance
Financials
¹ Other operating expenses includes £3,644k (2021: £511k) of non-recurring costs, £452k (£2021: £452k) of Commercial
Agreement amortisation and £22k (2021: £687k) of share based payments charges. Adjusting for these gives underlying
other operating expenses of £40,253k (2021: £34,157k). See Financial Review for details.
There is no other comprehensive income for the year. 2021 represents the year ended 2 January 2022.
All operations were continuing throughout all years.
The accompanying notes form part of the financial statements.
93
94
Consolidated Income Statement
for the year ended 1 January 2023
Consolidated Statement of Financial Position
at 1 January 2023
2021
£000
Assets
Intangible assets - Trademarks
Intangible assets - Goodwill
Intangible assets - Software
Intangible assets - Other
Property, plant and equipment
Right-of-use assets
Deferred taxation asset
Non-current assets
Inventories
Current taxation asset
Trade and other receivables
Cash and cash equivalents
Current assets
Total assets
Equity
Called up share capital
Share premium account
Profit and loss account
Common control transaction reserve
Total equity
Liabilities
Trade and other payables
Lease liabilities
Corporation taxation liability
Provision for liabilities and charges
Borrowings
Current liabilities
Provision for liabilities and charges
Lease liabilities
Borrowings
Non-current liabilities
Total liabilities
Total equity and liabilities
2021
£000
154,315
(116,441)
37,874
(293)
(44,371)
(6,790)
-
(1,756)
(8,546)
(4,428)
(3,644)
(22)
(452)
(8,546)
2,035
(6,511)
(4.7)p
(4.7)p
504
20.758
1,305
380
10,024
9,416
2,984
45,371
3,939
114
5,106
12,369
21,528
66,899
1,389
89,495
3,856
(66,527)
28,213
21,069
4,154
-
1,338
4,372
30,933
2,160
5,593
-
7,753
38,686
66,899
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
143,251
(99,496)
43,755
(362)
(35,807)
7,586
-
(1,623)
5,963
7,613
(511)
(687)
(452)
5,963
(1,188)
4,775
3.5p
3.4p
504
20,758
870
832
10,811
11,146
1,053
45,974
5,298
-
4,880
16,351
26,529
72,503
1,386
89,495
10,893
(66,527)
35,247
18,052
4,104
159
1,274
-
23,589
2,109
7,327
4,231
13,667
37,256
72,503
Balance at 4 January 2021
Total comprehensive profit for the year
Transactions with owners reported directly in equity:
Issue of new shares
Deferred taxation asset taken to reserves (see note 16)
Current taxation asset taken to reserves
Equity settled share based payment transactions
Balance at 2 January 2022
Total comprehensive (loss) for the year
Transactions with owners reported directly in equity:
Issue of new shares (see note 20)
Deferred taxation asset taken to reserves (see note 16)
Dividends (see note 8)
Equity settled share based payment transactions
Balance at 1 January 2023
Common
control
transaction
reserve
£000
(66,527)
-
-
-
-
-
(66,527)
-
-
-
-
-
(66,527)
The accompanying notes form part of the financial statements.
Total
equity
£000
29,683
4,775
-
4
98
687
35,247
(6,511)
-
10
(555)
22
28,213
Profit and
loss
account
£000
5,347
4,775
(18)
4
98
687
10,893
(6,511)
(3)
10
(555)
22
3,856
Share
premium
£000
89,495
-
-
-
-
-
89,495
-
-
-
-
-
89,495
Share
capital
£000
1,368
-
18
-
-
-
1,386
-
3
-
-
-
1,389
Cash flows from operating activities
(Loss) / profit for the year
Adjustments for:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of intangible fixed assets
Modification of right-of-use assets and liabilities
Impairment of right-of-use assets
Finance expense
IT project impairment
Equity settled share based payment charges
Taxation (credit) / charge
Decrease / (increase) in inventories
(Increase) / decrease in trade and other receivables
Increase / (decrease) in trade and other payables
(Decrease) / increase in provisions
Other interest (paid)
Taxation (paid)
Net cash inflow from operating activities
Cash flows from investing activities
Acquisition of property, plant and equipment
Acquisition of intangible fixed assets
Net cash (outflow) from investing activities
Cash flows from financing activities
Dividends paid
Payment of lease liabilities
Net cash (outflow) from financing activities
Net (outflow) / inflow in cash and cash equivalents
Cash and cash equivalents at start of year
Cash and cash equivalents at end of year
2022
£000
The accompanying notes form part of the financial statements. 2021 represents the year ended 2 January 2022.
Note
15
26
14
26
26
12
14
32
13
15
14
8
26
Strategic Report
Governance
Financials
95
96
Consolidated Statement of Changes in Equity
for the year ended 1 January 2023
Consolidated Statement of Cash Flows
for the year ended 1 January 2023
2021
£000
(6,511)
1,368
3,729
875
(113)
27
1,756
-
22
(2,035)
(882)
1,359
(226)
3,017
(226)
3,924
(1,274)
(159)
1,609
(730)
(709)
(1,439)
(555)
(3,597)
(4,152)
(3,982)
16,351
12,369
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
4,775
1,473
3,882
842
(83)
122
1,623
14
687
1,188
14,523
(753)
783
(3,877)
195
(3,652)
(1,250)
-
9,621
(809)
(424)
(1,233)
-
(3,742)
(3,742)
4,646
11,705
16,351
General information
The financial statements set out herein are in respect of Safestyle UK plc (the Company) and its subsidiaries (the Group) for the
financial year 2022 which ended on 1 January 2023.
The Group's principal activities are the sale, manufacture and installation of replacement PVCu windows and doors for the UK
homeowner market. Safestyle UK plc is a publicly listed company incorporated in Jersey. The company's shares are traded on
AIM. The company is required under AIM rule 19 to provide shareholders with audited consolidated financial statements. The
registered office address of the Safestyle UK plc is 47 Esplanade, St Helier, Jersey JE1 0BD. The company is not required to
present parent company information.
1
Basis of preparation
The Group's financial statements for the financial year 2022 (“financial statements”) have been prepared on a going concern
basis under the historical cost convention and are in accordance with International Financial Reporting Standards (IFRSs) as
adopted by the EU and the International Financial Reporting Standards Interpretations Committee interpretations issued by the
International Accounting Standards Board (“IASB”) that are effective or issued and early adopted as at the time of preparing
these financial statements.
Safestyle UK plc was incorporated on 8 November 2013. On 3 December 2013 Safestyle UK plc acquired Style Group Holdings
Limited through a share for share exchange. This was accounted for as a common control transaction. The result of this is that
the financial statements of Style Group Holdings have been included in the Group consolidated financial statements of
Safestyle UK plc at their book value at the IFRS transition date of 1 January 2010 with the assumption that the Group was in
existence for all the periods presented. The excess of the cost at the time of acquisition over its book value has been recorded
as a common control transaction reserve.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
financial statements.
The preparation of financial statements requires Management to exercise its judgement in the process of applying accounting
policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are
significant to these financial statements are disclosed in note 4.
(a)
New and amended standards adopted by the Group.
The Group has adopted the following new standards and amendments for the first time. Unless otherwise stated, they have not
had a material impact on the financial statements.
Ÿ
Reference to the Conceptual Framework (Amendments to IFRS 3)
Ÿ
Property, Plant and Equipment: Proceeds Before Intended Use (Amendments to IAS 16)
Ÿ
Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37)
Ÿ
Annual Improvements (2018-2020 Cycle):
– Subsidiary as a First-time Adopter (Amendments to IFRS 1)
– Fees in the '10 per cent' Test for Derecognition of Liabilities (Amendments to IFRS 9)
– Lease Incentives (Amendments to IFRS 16)
– Taxation in Fair Value Measurements (Amendments to IAS 41)
(b)
New standards, amendments and interpretations issued but not effective and not early adopted. At the date of
approval of these financial statements, the following standards, amendments and interpretations which have not been applied
in these financial statements were in issue but not yet effective (and in some cases have not yet been adopted by the EU):
Ÿ
IFRS 17 Insurance Contracts
Ÿ
Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and IFRS 4)
Ÿ
Classification of Liabilities as Current or Non-current (Amendments to IAS 1)
Ÿ
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
Ÿ
Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction (Amendments to IAS 12)
Ÿ
Disclosure of Accounting Policies (Amendments to IAS 1)
Ÿ
Definition of Accounting Estimates (Amendments to IAS 8)
Basis of consolidation
Subsidiaries are entities that the Company has power over, exposure or rights to variable returns and an ability to use its power
to affect those returns. In assessing control, potential voting rights that are currently exercisable or convertible are taken into
account.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that control
commences until the date control ceases.
Intragroup transactions and balances are eliminated on consolidation.
Year end
The financial statements are presented for the year ended on the closest Sunday to the end of December. This date was 1
January 2023 for the current reporting year and 2 January 2022 for the prior year. All references made throughout these
accounts for the financial year 2022 are for the period 3 January 2022 to 1 January 2023 and references to the financial year 2021
are for the period 4 January 2021 to 2 January 2022.
Going concern
The financial statements are prepared on a going concern basis which the Directors believe to be appropriate for the following
reasons.
The Group made a statutory loss of £(6.5)m in the financial year 2022 (2021: profit of £4.8m) and had net current liabilities of
£(9.4)m at the end of the financial year 2022 (2021: net current assets of £2.9m). As detailed in the Financial Review, the loss
reported of £(6.5)m was a result of the Group experiencing several unforeseen challenges with a cyber-attack, record high
summer temperatures causing disruption to customer fulfilment, and political instability in the UK causing trading turbulence in
the latter part of the year. Demand improved into November which resulted in a stronger closing order book than expected
which will support revenues in 2023. However, the investment of growing the order book was incurred in 2022 and will be realised
in 2023 when the orders are installed. In addition, the Group invested c.£5m over 2022 in its strategic priorities as it focusses on
its medium-term objectives. Net cash ended the year at £8.0m (2021: £12.1m), with the reduction in line with the trading
performance for the year.
At the year end, the Group had banking facilities which consist of a £4.5m term loan and a £3.0m revolving credit facility (”RCF”).
The RCF remained undrawn throughout 2022, which has been the case since May 2020, and following a revision to the banking
covenants in place there were no covenant tests applicable at year end as the RCF was undrawn. The Group replaced its
existing borrowing facility in January 2023 with a new RCF of £7.5m extending out to December 2026. The agreement is
covenant-lite, whereby there are no covenant tests in place whilst the facility is undrawn.
In addition, the Group's net cash position was £4.4m at 26 February 2023 (February 2022: net cash of £14.5m).
The Directors have prepared forecasts covering the period to the end of 2024, to cover an assessment period until June 2024.
The forecasts include a number of assumptions in relation to sales volume, pricing, margin improvements and overhead
investment. The Directors believe the key assumptions to be a cautious reflection of the economy and realistic with installation
volume 4.6% below FY22 levels which was impacted by the cyber attack. This target is deemed to be realistic. The Group has a
strong opening order book following increased demand in November 2022, and order intake at this level would match the
current capacity of the installation network. The Group is forecasting the continuation of significant increases in manufacturing
costs as suppliers pass on increasing energy and raw material prices that they are incurring themselves. Increases in overhead
costs have also been forecast as the Group continues its strategic agenda to invest in IT, customer services, as well as annual
pay increases in line with rising inflation. These forecasts result in further increases in net cash and liquidity, with no covenant
tests in place in line with the new facility, as the RCF is forecast to remain undrawn throughout the year.
Whilst the Directors believe the assumptions above to be sensible, the operating environment is exposed to a number of risks
which could impact the actual performance achieved in 2023. These risks include, but are not limited to, reducing consumer
confidence due to the general economic conditions, (delivering the required levels of order intake in the current economic
environment), competition from other sectors increases, and the Group's ability to maintain margins given the rising input costs.
The Directors have modelled various sensitised downside scenarios for 2023 and 2024. For 2023, these included a scenario
which modelled an 8% reduction in installation volumes versus 2022 and installation volumes at similar levels to the COVID
impacted year of 2020. In this scenario, mitigating actions within the control of management, including reductions in areas of
discretionary spend could be deployed. Even with the above significant reductions in activity, the resultant cash flow forecasts,
after mitigation that are entirely within management’s control, result in a positive cashflow. Projections show that the Group will
be able to increase its net cash position and operate within the financial covenants of the borrowing facility.
In forming their view on preparing the financial statements on a going concern basis, the Board notes that considerable
headroom exists between sales required in its forecast scenario and those required to maintain positive net cash and available
liquidity. The Board considers that the reverse stress test scenario which would result in a covenant breach, represents a highly
unlikely downside trading performance scenario.
The Board of Directors therefore conclude that, in its opinion, the Group has sufficient working capital for its present requirements
until the end of the going concern period, with downside scenarios consistent with levels achieved in the year where the
business shutdown operations for 2 months in the height of the COVID pandemic.
Based on the above indications and work prepared, the Board of Directors believes that it is appropriate to prepare the financial
statements on a going concern basis.
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Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but is tested annually for
impairment.
Intangible fixed assets
Intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and less accumulated
impairment losses. The trademark is considered to have an indefinite useful life because there is no foreseeable limit to the
period over which the asset is expected to generate net cash inflows for the business. The trademark is not amortised, but is
tested annually to determine whether there is any indication of impairment.
Other intangible assets that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated
amortisation and accumulated impairment losses.
The non-compete element of the Commercial Agreement has been accounted for as an intangible asset on the basis that it is
an identifiable, non-monetary item without physical substance, which is within the control of the entity and is capable of
generating future economic benefits for the entity. The intangible asset has been measured based on the fair value of the
consideration that the Group expects to issue under the terms of the agreement.
Amortisation of other intangibles is done on a straight-line basis over the estimated useful economic lives of the particular
asset categories as follows:
Software development
25% on cost
Commerical Agreement
20% on cost
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Cost includes the
original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
Depreciation is charged so as to write off the costs of assets over their estimated useful lives, on the following basis:
Leasehold improvements
25% on cost
Plant and machinery
15% on cost
Office and computer equipment
20% to 33.3% on cost
Mobile devices
50% on cost
Motor vehicles
25% reducing balance
Assets in the course of construction are not depreciated.
The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in the statement of comprehensive income.
Impairment
The carrying amounts of the Group's assets, other than inventories and deferred taxation assets, are reviewed at each balance
sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable
amount is estimated.
For goodwill, assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable
amount is estimated at each balance sheet date.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in the income statement.
Impairment losses recognised (not relating to other intangible assets specifically) are allocated first to reduce the carrying
amount of any goodwill allocated to the cash-generating unit and then, to reduce the carrying amount of the other assets in
the unit on a pro-rata basis. A cash-generating unit is the group of assets identified on acquisition that generate cash inflows
that are largely independent of the cash inflows from other assets or groups of assets.
The recoverable amount of assets or the cash-generating unit is the greater of their fair value less costs to sell and value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-taxation discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset.
For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-
generating unit to which the asset belongs.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss is reversed if there has
been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. Work in progress comprises direct materials, labour costs,
site overheads and other attributable overheads.
2
Summary of significant accounting policies
Revenue recognition
The Group earns revenue from the design, manufacture, delivery and installation of domestic double-glazed replacement
windows and doors.
There are five main steps followed for revenue recognition:
Ÿ
Identifying the contract with a customer
Ÿ
Identifying the performance obligations
Ÿ
Determining the transaction price
Ÿ
Allocating the transaction price to the performance obligations; and
Ÿ
Recognising revenue when or as an entity satisfied performance obligations.
The various stages of the performance obligations are the design, manufacture, delivery and installation of domestic double-
glazed replacement windows and doors.
In applying the principal of recognising revenue related to satisfaction of performance obligations under IFRS 15, the Group
considers that the final end product is dependent upon a number of services in the process that may be capable of distinct
identifiable performance obligations. However, where obligations are not separately identifiable, in terms of a customer being
unable to enjoy the benefit in isolation, the standard allows for these to be combined. The Group considers that in the context
of the contracts held these are not distinct. As such, the performance obligations are treated as one combined performance
obligation and revenue is recognised in full, at a point in time, being on completion of the installation. Revenue is shown net of
discounts, sales returns, charges for the provision of consumer credit, VAT and other sales related taxes. Revenue is measured
based on the consideration specified in a contract with a customer.
There is no identifiable amount included in the final price for a warranty, as the Group provides a guarantee on all installations.
Payments received in advance are held within other creditors, as a contract liability. The final payment is due on installation.
A survey fee is paid at the point of agreeing the contract and the customer has up to 14 days, defined in the contract, to change
their minds. If the customer changes their mind after this cooling off period, the Group has the right to retain this survey fee and
as such revenue for this is recognised at the point in time that this becomes non-refundable.
The Group offers consumer finance products from a range of providers whilst acting as a credit broker and not the lender. The
Group earns commission and pays subsidies for its role as a credit broker. As the Group is acting as the agent and not the
principal, commission is not disclosed as a separate income stream.
In addition to the above, the Group recognises revenue from the sale of materials for recycling. The revenue is recognised
when the materials are collected by the recycling company which represents the completion of the performance obligation.
The Group has determined that this revenue is derived from its ordinary activities and as such this balance is recognised within
revenue.
Foreign currencies
(a)
Functional and presentational currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the
Group operates (“the functional currency”) which is UK Sterling (£). The financial statements are presented in UK Sterling (£),
which is the Group's presentational currency.
(b)
Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
net profit or loss in the statement of comprehensive income.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Cost of sales
Cost of sales principally comprises the costs of materials, direct labour, commissions and lead generation.
Employee benefits
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement
when they are due.
Government grants
Grants under the Coronavirus Job Retention Scheme (’CJRS’) that compensate the Group for expenses incurred are recognised
in profit or loss in staff costs on a systematic basis in the periods in which the expenses are recognised.
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Annual Report & Accounts 2022
Financial liabilities – non-current borrowings
Borrowings, including advances received from related parties, are initially recognised at the fair value of the consideration
received less directly attributable transaction costs. After initial recognition, interest bearing loans and borrowings are
subsequently measured at amortised cost using the effective interest method.
Taxation
Income taxation on the profit or loss for the year comprises current and deferred taxation. Income taxation is recognised in the
income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in
equity.
Deferred taxation is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred
taxation is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of
assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit,
and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not
reverse in the foreseeable future. The amount of deferred taxation provided is based on the carrying amount of assets and
liabilities, using the prevailing taxation rates. The deferred taxation balance has not been discounted.
Current taxation is the expected taxation payable on the taxable income for the year, using prevailing taxation rates enacted or
substantively enacted at the reporting date and any adjustment to taxation payable in respect of previous years.
Leases
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is
initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or
before the commencement date, plus any initial direct costs incurred.
The right-of-use asset is subsequently depreciated, using the straight-line method, from the commencement date to the end
of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the
cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case, the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and
equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain
remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's
incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise the following:
Ÿ
fixed payments, including in-substance fixed payments
Ÿ
variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the
commencement date
Ÿ
amounts expected to be payable under a residual value guarantee
Ÿ
the exercise price under a purchase option that the Group is reasonably certain to exercise
Ÿ
lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option
Ÿ
penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in
future lease payments arising from a change in an index or rate, there is a change in the Group's estimate of the amount
expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option, or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-
use asset, to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the
remeasurement being recorded in profit or loss.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term
leases where the expected remaining term is less than 12 months. The Group recognises the lease payments associated with
these leases as an expense on a straight-line basis over the lease term.
2
Summary of significant accounting policies (continued)
Bank and other borrowings
Interest-bearing borrowings, bank and other borrowings are carried at amortised cost. Finance charges, including issue costs,
are charged to the income statement using an effective interest rate method.
Provisions
A provision is recognised in the balance sheet if, as a result of a past event, the Group has a present, legal or constructive
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the
obligation. Provisions are determined by discounting the expected future cash flows at a pre-taxation rate which reflects
current market assessments of the time value of money and the risks specific to the liability.
The Group gives guarantees against all its products which in the majority of cases covers a period of 10 years. The level of
provision required to cover the expected future costs of rectifying faults and the future rate of product failure arising within the
guarantee period requires judgement.
A provision for these guarantees is recognised when the underlying products are sold. The expected cost, which is included in
cost of sales, is calculated based on historical service call data and determined by discounting the expected future cash flows
at a pre-taxation rate which reflects current market assessments of the time value of money and the risks specific to the
liability.
Financial instruments
Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group
becomes party to the contractual provisions of the instrument. Financial assets are de-recognised when the contractual rights
to the cash flows from the financial asset expire, or when the contractual rights to those assets are transferred. Financial
liabilities are de-recognised when the obligation specified in the contract is discharged, cancelled or expired.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its
liabilities. Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Trade receivables
IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses – the 'expected credit
loss model'. Instruments within the scope of the requirements included trade receivables.
The Group considers a broader range of information when assessing credit risk and measuring expected credit losses,
including past events, current conditions, reasonable and supportable forecasts that affect the expected collectability of the
future cash flows of the trade receivables.
The Group makes use of a simplified approach in accounting for trade and other receivables and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default
at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external
indicators and forward-looking information to calculate the expected credit losses.
The Group assesses impairment of trade receivables on a collective basis as they possess shared credit risk characteristics
they have been grouped based on age.
Refer to note 25 for a detailed analysis of how the impairment requirements of IFRS 9 are applied.
Cash and cash equivalents
Cash and cash equivalents comprise of cash in hand, demand deposits, restricted cash paid over to various counterparties as
collateral against relevant exposures and other short-term highly liquid investments that are readily convertible to a known
amount of cash, and are subject to an insignificant risk of changes in value.
Trade and other payables
Trade payables are initially measured at their fair value and are subsequently measured at their amortised cost using the
effective interest rate method; this method allocates interest expense over the relevant period by applying the effective interest
rate to the carrying amount of the liability.
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Annual Report & Accounts 2022
Annual Report & Accounts 2022
2
Summary of significant accounting policies (continued)
Share based payments
The fair value of share based payments awards granted to employees is recognised as an employee expense, with a
corresponding increase in equity, over the period in which the employees become unconditionally entitled to the awards. The
fair value of the awards granted is measured using option valuation models, taking into account the terms and conditions
upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual number of
awards for which the related service and non-market vesting conditions are expected to be met, such that the amount
ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market
based performance conditions at the vesting date. For share based payment awards with non-vesting conditions or with
market-based vesting conditions, the grant date fair value of the share based payment is measured to reflect such conditions
and there is no true-up for differences between expected and actual outcomes.
For share based transactions with parties other than employees, the fair value of the goods or services received and the length
of the vesting period is estimated. An expense is recognised for the fair value of the goods or services over the specified vesting
period or service, with a corresponding increase in equity.
Where the fair value of the goods or services received cannot be reliably estimated, the entity measures the goods or services
received, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted,
measured at the date the entity obtains the goods or the counterparty renders service.
Dividends
Dividends are only recognised as a liability to the extent that they are declared prior to the year end.
Non-underlying items
Non-underlying items consist of non-recurring costs, share based payments and Commercial Agreement amortisation. Non-
recurring costs are excluded because they are not expected to repeat in future years.
3
Financial risk management
Financial risk factors
The Group's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Group's overall risk
management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects
on its financial performance.
Risk management is carried out by the Board of Directors. They identify and evaluate financial risks in close co-operation with
key employees.
3.1
Market risk
Market risk is the risk of loss that may arise from changes in market factors such as commodity prices, interest rates and
foreign exchange rates.
3.2
Credit risk
Credit risk is the financial loss to the Group if a customer or counterparty to financial instruments fails to meet its contractual
obligation. Credit risk arises from the Group's cash and cash equivalents and receivables balances.
3.3
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. This risk relates to the
Group's prudent liquidity risk management and implies maintaining sufficient cash. The Board monitors forecasts of the
Group's liquidity and cash and cash equivalents on the basis of expected cash flow.
Capital risk management
The Group is funded principally by equity and a long term borrowing facility. The components of shareholders' equity are as
follows:
Ÿ
The share capital and the share premium account arising on the issue of shares.
Ÿ
The retained surplus/deficit reflecting financial result incurred to date.
The Group funds its expenditures on commitments from existing cash and cash equivalent balances, primarily received from
issuances of shareholders' equity and its profits. There are no externally imposed capital requirements.
The Group's objective when managing capital is to maintain adequate financial flexibility to preserve its ability to meet financial
obligations, both current and long term. The capital structure of the Group is managed and adjusted to reflect changes in
economic circumstances.
Financing decisions are made by the Board of Directors based on forecasts of the expected timing and level of capital and
operating expenditure required to meet the Group's commitments and development plans.
Fair value estimation
The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values
because the short term nature of such assets and the effect of discounting liabilities is negligible.
4
Accounting estimates and judgements
When preparing the Group's consolidated financial statements, management makes a number of judgements, estimates and
assumptions about the recognition and measurement of assets, liabilities, revenue and expenses. Actual results can differ from
these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognised prospectively.
Significant management judgements
The following are the judgements made by management in applying the accounting policies of the Group that have the most
significant effect on these consolidated financial statements.
Recognition of deferred taxation assets
The extent to which deferred taxation assets can be recognised is based on an assessment of the probability that future
taxable income will be available against which the deductible temporary differences and taxation loss carry-forwards can be
utilised. The deferred taxation asset of £2,984k (2021: £1,053k) has been recognised on the basis that the Group is forecasting to
make sufficient levels of profits in future periods. Further details can be found in note 16.
Estimation uncertainty
Impairment of goodwill
In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on
expected future cash flows and uses an appropriate rate to discount them. Estimation uncertainty relates to assumptions
about future operating results and the determination of a suitable discount rate. A pre-taxation discount rate of 16% has been
applied to the impairment assessment calculation. This was calculated using publicly available third party data sources.
Management used judgement in the decision to use a discount factor of 16%. Further detail can be found in note 14, alongside
the other key judgements made in assessing the value in use calculations, including expected growth.
Dilapidations provision
The Group has a portfolio of leased properties that sales branches and installation depots operate from. A dilapidations
provision is provided for leased properties where the lease agreement contains a contractual obligation to undertake remedial
works at the end of the lease term and where wear-and-tear or damage on the property has occurred. The calculation of the
estimate is based on historical experience of cost to rectify upon exiting similar properties. The estimated costs are subject to
estimation uncertainty as the final payment agreed may differ to the estimated cost given the process whereby dilapidations
are negotiated. If the effect of discounting is material, the dilapidations provision is determined by calculating the expected
future cash flows at a pre-taxation rate that reflects current market assessments of the time value of money, and when
appropriate, the risks specific to the liability. This value of the provision at the year end is disclosed in note 23.
Product guarantee provision
The Group guarantees all of its products, which in the majority of cases covers a period of 10 years. The provision is calculated
to cover the cost of fulfilling any guarantee work to its customers and is based on the expected future costs of rectifying faults
and the future rate of product failure arising within the guarantee period. The level of provision required to cover this cost is
subject to estimation uncertainty. If the effect of discounting is material, the guarantee provision is determined by calculating
the expected future cash flows at a pre-taxation rate that reflects current market assessments of the time value of money, and
when appropriate, the risks specific to the liability. Further details can be found in note 23.
Expected credit loss for trade receivables
The Group assesses, on a forward-looking basis, the expected credit losses ('ECLs') associated with its trade receivables. This is
based on historical experience, external indicators and forward-looking information to calculate the expected credit losses.
Further detail can be found in note 25.
5
Segmental information
The Directors consider that there are no significant identifiable business segments that are engaged in providing individual
products or services or a group of related products and services that are subject to risks and returns that are different to the
core business. The Group generates a small income from the sale of recycling waste materials as part of the Group's ESG
agenda. Due to the non-significant value of the income generated, this is not identified as a separate business segment. The
information reported to the Group's Executive Directors for the purposes of resource allocation and assessment of performance
is based wholly on the overall activities of the Group. The Group has therefore determined that it has only one reportable
segment under IFRS 8, which is “the sale, design, manufacture, installation and maintenance of domestic, double-glazed
replacement windows and doors”. The Group's revenue and results and assets for this one reportable segment can be
determined by reference to the Group's statement of comprehensive income and statement of financial position.
The Group carries out all of its activities in the UK and as such only has a single geographic segment. During the periods of the
financial statements, no customer generated more than 10 per cent of total revenue.
The Group generally receives deposit payments prior to installation. Of the revenue recognised in financial year 2022, £1.3m
(2021: £0.5m) relates to revenue which was sat within contract liabilities at the end of the previous financial year. At the end of
the financial year 2022, £3.4m (2021: £3.8m) of deposits are held on the balance sheet relating wholly to existing contracts
where performance obligations are unsatisfied at year end.
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Annual Report & Accounts 2022
Annual Report & Accounts 2022
The average market value of the Group's shares for the purpose of calculating the dilutive effect of share options was
based on quoted market prices for the period during which the options were outstanding.
Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options.
In the event that a loss is recorded for the year, share options are not considered to have a dilutive effect.
Holiday pay accrual
RSA related costs
Litigation costs
Restructuring and operational costs
Modification of right-of-use assets and liabilities
Impairment of right-of-use assets
IT project impairment
Cyber incident related costs
Operational project costs
Previous CEO retirement costs
Total non-recurring costs
2022
£000
7
Non-recurring costs
Note
a
b
c
d
e
f
g
h
i
j
a
The holiday pay accrual arose as a result of the impact of the shutdown of operations and resultant extension of 2020 leave
entitlement which, for some employees, is up to March 2023. The release in the current reporting period represents a partial-
unwinding of the original accrual booked in 2020 due to the deferred holiday subsequently taken in the year.
b
RSA related costs are the employer related taxes associated with the issue of Restricted Share Award Scheme during the prior year.
c
Litigation costs are mainly expenses incurred as a result of a legal dispute between the Group and an ex-agent. These costs are
predominantly legal advisor's fees.
d
Restructuring and operational costs are expenses incurred, including redundancy payments, as a result of changes being made to
reduce the cost structure of the business.
e
Modification of right-of-use assets relates to the closure of properties identified as right-of-use assets during the year.
f
Impairment of right-of-use asset costs relates to the closure of properties identified as assets under IFRS 16 where the lease
commitment extended beyond 2022.
h
IT project impairment charge represented the impairment of a capital investment made in a new electronic survey system that
was stopped following results of field trials.
h
Cyber incident related costs are costs directly incurred and associated with the cyber-attack that took place in January 2022.
Immediately following the attack, there was a short term impact on the Group’s operations as it implemented business continuity
workarounds whilst it recovered its systems.
h
Operational project costs are the incremental costs of transitioning to the Group’s new profile supplier and the costs of impairing
the remaining stock held of the old profile that was specific to the old profile which will no longer be sold to customers.
h
Previous CEO retirement costs as detailed in the Directors’ Remuneration Report (see page 69) represent the costs of treatment of
Mike Gallacher’s remuneration arrangements following his retirement.
Basic earnings per ordinary share (pence)
Diluted earnings per ordinary share (pence)*
2022
Operating (loss) / profit is stated after charging / (receiving):
Income from the Coronavirus Job Retention Scheme
Depreciation of property, plant and equipment:
Owned assets
Amortisation of intangible assets
Depreciation, reversal of impairment and net modification of right-of-use assets and liabilities
Auditor's remuneration:
Audit of financial statements relating to subsidiaries
Audit of financial statements relating to parent
Non-audit services; other related services
Commissions
Lead generation costs
Staff costs
Cost of materials
Other direct and indirect operational costs
Total
2022
£000
6
Expenses and auditor's remuneration
9
Earnings per share
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Notes to the Consolidated Financial Statements
2021
£000
2021
£000
8
Dividends
The following dividends were declared and paid by the Group in the year:
2021
(46)
-
131
473
(113)
27
-
953
1,663
556
3,644
(4.7)
(4.7)
a) Basic earnings per share
The calculation of basic earnings per share has been based on the following (loss) / profit attributable to ordinary
shareholders and weighted-average number of shares outstanding.
i) (Loss) / profit attributable to ordinary shareholders (basic)
(Loss) / profit attributable to ordinary shareholders
ii) Weighted-average number of ordinary shares (basic)
In issue during the year
b) Diluted earnings per share
*Due to a net loss for the year, diluted earings per share is the same as basic for 2022.
The calculation of diluted earnings per share has been based on the following (loss) / profit attributable to ordinary
shareholders and weighted-average number of ordinary shares outstanding after adjustment for the effects of all dilutive
potential ordinary shares.
i) (Loss) / profit attributable to ordinary shareholders (diluted)
(Loss) / profit attributable to ordinary shareholders
ii) Weighted-average number of ordinary shares (diluted)
Weighted-average number of ordinary shares (basic)
Effect of conversion of share options
-
1,368
875
3,643
90
40
5
46,584
17,301
31,539
29,514
30,146
161,105
g
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
(255)
1,473
842
4,317
80
35
3
44,502
13,238
26,123
24,146
21,161
135,665
(79)
147
90
300
(83)
122
14
-
-
-
511
i
Final dividend paid of £0.4p (2021: £nil) per ordinary share
2022
£000
2021
£000
-
555
3.5
3.4
(6,511)
No. of shares
‘000
138,748
4,775
No. of shares
‘000
137,753
2022
£000
2021
£000
j
2022
£000
2021
£000
No. of shares
‘000
137,753
3,589
141,342
No. of shares
‘000
138,748
-
138,748
4,775
(6,511)
11
Staff numbers and costs
The average monthly number of persons (including directors) employed by the Group during the year analysed by
category, were as follows:
2022
Number
Manufacturing
Sales and distribution
Administration
The aggregate payroll costs were as follows:
Wages and salaries
Social security costs
Other pension costs (see note 27)
Share based payment expenses (see note 32)
The analysis of Directors' remuneration is shown in the Directors' Remuneration Report.
During the year £nil (2021: £255k) was received under the Government Coronavirus Job Retention Scheme (’CJRS’). The
above note does not include the beneficial effect of the CJRS grant income.
2022
£000
12
Finance costs
On borrowing facility
Unwind of discount on provisions
On lease liabilities
Strategic Report
Governance
Financials
107
108
Notes to the Consolidated Financial Statements
2021
Number
2021
£000
727
341
688
1,756
244
255
306
805
2022
£000
27,478
3,211
828
22
31,539
2022
£000
13
Taxation
Recognised in the statement of comprehensive income
Current taxation
Current taxation on (loss) / income for the year
Adjustments in respect of prior years
Total current taxation (credit) / charge
Deferred taxation
Origination and reversal of timing differences
Effect of change in taxation rate
Adjustments in respect of prior years
Total deferred taxation (credit) / charge (see notes 16 and 22)
Total taxation (credit) / charge
The current year taxation (credit) / charge is split into the following:
Taxation (credit) / charge
Total taxation (credit) / charge
Reconciliation of effective taxation rate
Taxation reconciliation
(Loss) / profit for the year
Total taxation (credit) / charge
(Loss) / profit excluding taxation
Expected taxation (credit) / charge based on the standard rate of
corporation taxation in the UK of 19.00% (2021: 19.00%)
Effects of:
Expenses not deductible for taxation purposes
Share based payments
Adjustments to taxation charge in respect of prior year
Effect of change in taxation rate:
Current year
Previous year
Total taxation (credit) / charge
The March 2021 budget announced an increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) which
was substantively enacted on 24 May 2021. This will increase the company's future corporate taxation charge
accordingly. The deferred taxation asset at 1 January 2023 has been calculated at 25% based on the expected rate of
reversal (2021: 19% - 25%).
2021
£000
(96)
(18)
(114)
(1,709)
(252)
40
(1,921)
(2,035)
(2,035)
(2,035)
(6,511)
(2,035)
(8,546)
(1,624)
178
74
22
(433)
(252)
(2,035)
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
2022
£000
Salary, bonus and other benefits
Pensions
Share based payments and associated costs
Compensation on loss of office
Total remuneration
Details of long term incentive plans can be found in note 32.
2021
£000
2,384
122
20
525
3,051
10
Key management remuneration
Key management personnel, as disclosed under IAS24 (Related Party Disclosures), have been identified as the Board of
Directors and other senior operational management.
A summary of key management remuneration is as follows:
2,398
111
538
44
3,091
272
116
312
700
2021
£000
22,439
2,317
680
687
26,123
593
269
761
1,623
257
-
257
961
(10)
(20)
931
1,188
1,188
1,188
4,775
1,188
5,963
1,133
137
(23)
(20)
(39)
-
1,188
Cost
At 4 January 2021
Additions
Transfer
At 2 January 2022
Additions
Recategorisation from PPE
Transfer
At 1 January 2023
Accumulated amortisation and impairment
At 4 January 2021
Charge for the year
Impairment
At 2 January 2022
Charge for the year
Transfer
At 1 January 2023
NBV at 3 January 2021
NBV at 2 January 2022
NBV at 1 January 2023
Total
£000
Commercial
Agreement
£000
Assets under
the course of
construction
£000
Software
£000
Trademark
£000
Goodwill
£000
504
-
-
504
-
-
-
504
-
-
-
-
-
-
-
504
504
504
2,954
70
53
3,077
650
-
729
4,456
2,269
390
-
2,659
423
127
3,209
685
418
1,247
278
354
(53)
579
59
149
(729)
58
113
-
14
127
-
(127)
-
165
452
58
2,263
-
-
2,263
-
-
-
2,263
979
452
-
1,431
452
-
1,883
1,284
832
380
26,787
424
-
27,211
709
149
-
28,069
3,391
842
14
4,247
875
-
5,122
23,396
22,964
22,947
14
Intangible assets
The goodwill is allocated to one cash generating unit (CGU) being Style Group Holdings Limited. Management have
performed impairment reviews on the carrying value of the goodwill at the end of the financial year 2022. As described in
the going concern basis of preparation, the Directors have prepared forecasts covering the period to the end of the
financial year 2024. These forecasts have also been used with regards to the impairment assessment. The forecasts
include a number of assumptions in relation to sales volume, pricing and cost inflation. The Directors believe they have
taken a cautious approach in these forecasts with the core assumptions for order intake representing order volume of
(9.2)% below COVID impacted 2020 and in line with 2022 despite the cyber-attack impacting Q1. This is deemed to be
highly achievable with the assumptions curtailed to match the capacity of the installation network. Revenues are
modelled to grow by c.12% in 2023 and again in 2024. The growth vs 2022 is in part the full year effect of the FY22 exit prices
and anticipated price increases for FY23 and is supported by a strong opening order book. After the second year
inflationary cost increases of 3% are forecast to be recovered through price increases which is realistic given the historic
price rises delivered and this has been modelled to perpetuity. As a result, profitability and cash generated are cautiously
forecast to remain constant.
For the review at the end of the financial year 2022, the recoverable amount of the CGU of £100m has been determined
from value in use calculations. The assessment was performed on a value in use basis using a 16% discount rate (2021:
11%). There are no reasonably possible changes in the key assumptions on which assessments of recoverable amounts
have been based which would cause the carrying amount of goodwill to exceed its recoverable amount.
The trademark represents the Safestyle trademark which was acquired in 2010. The trademark is considered to have an
indefinite useful life because there is no foreseeable limit to the period over which the asset is expected to generate net
cash inflows for the business. The trademark is not amortised, but is tested annually to determine whether there is any
indication of impairment and is included in the review above.
The Commercial Agreement represents the fair value of the share consideration that the Group issued under the terms of
the Commercial Agreement for the non-compete services received. The Commercial Agreement is in place for a 5 year
period, therefore the cost is amortised over the 5 year period. Under the terms of the agreement, 4,000,000 shares were
issued for nil cash consideration in October 2020.
Strategic Report
Governance
Financials
109
110
Notes to the Consolidated Financial Statements
15
Property, plant and equipment
Cost
At 4 January 2021
Additions
Transfers
At 2 January 2022
Additions
Recategorisation to intangible
asstes
Transfers
At 1 January 2023
Depreciation
At 4 January 2021
Charge for the year
At 2 January 2022
Charge for the year
At 1 January 2023
NBV at 3 January 2021
NBV at 2 January 2022
NBV at 1 January 2023
Freehold
property
£000
9,507
20
-
9,527
94
-
-
9,621
972
279
1,251
273
1,524
8,535
8,276
8,097
Leasehold
improvement
£000
495
22
-
517
19
-
-
536
413
42
455
36
491
82
62
45
Plant and
machinery
£000
10,076
77
22
10,175
151
-
252
10,578
7,635
940
8,575
790
9,365
2,441
1,600
1,213
Office and
computer
equipment
£000
1,946
288
28
2,262
466
-
2
2,730
1,582
210
1,792
269
2,061
364
470
669
Motor
vehicles
£000
8
-
-
8
-
-
-
8
6
2
8
-
8
2
-
-
Assets under
the course of
construction
£000
51
402
(50)
403
-
(149)
(254)
-
-
-
-
-
-
51
403
-
Total
£000
22,083
809
-
22,892
730
(149)
-
23,473
10,608
1,473
12,081
1,368
13,449
11,475
10,811
10,024
Balance at beginning of year
Movement in deferred taxation asset on (losses) / profit recognised in income
Share based payments credits recognised in equity
Balance at end of year
2022
£000
16
Deferred taxation asset
The deferred taxation asset provided in the financial statements at 19-25% (2021: 19-25%) is as follows:
Losses
Share based payments
Provisions
Capital allowances
Balance at end of year
2022
£000
There are no unrecognised taxation losses (2021: £nil).
In accordance with IFRS 12, actual and expected taxation relief in excess of relief in respect of the related cumulative share-
based payment expense is reflected directly in equity.
The deferred taxation asset of £2,984k has been recognised on the basis that the Group is forecasting to make sufficient
levels of profits to utilise the asset in approximately 3 years.
2021
£000
2021
£000
1,053
1,921
10
2,984
2,663
45
72
204
2,984
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
20,788
-
-
20,788
-
-
-
20,788
30
-
-
30
-
-
30
20,758
20,758
20,758
1,980
(931)
4
1,053
718
125
48
162
1,053
Raw materials and consumables
Work in progress
Finished goods
2022
£000
17
Inventories
Stock recognised in cost of sales during the period was £29,514k (2021 £24,146k).
Trade receivables (net of ECL allowance)
Other receivables
Prepayments
2022
£000
18
Trade and other receivables
Opening ECL allowance for trade receivables
Allowance utilised in year
Expensed in year
Closing ECL allowance for trade receivables
2022
£000
Cash and cash equivalents
At end of year
2022
£000
19
Cash and cash equivalents
All of the Group's cash and cash equivalents are at floating interest rates and are denominated in UK Sterling (£). The
Directors consider that the carrying value of cash and cash equivalents approximates to their fair value. For details of the
Group's credit risk management policies, refer to note 25.
Included within cash and cash equivalents is £128k (2021: £54k) of cash which is restricted by the Group's merchant
acquirers as collateral and is paid to the group after a set period of deferral days.
Authorised
At 2 January 2022
252,006 Ordinary Shares @ 1p each on 24th June 2022
At 1 January 2023
Allotted, issued and fully paid
At 2 January 2022
252,006 Ordinary Shares @ 1p each on 24th June 2022
At 1 January 2023
Share capital
£000
1,386
3
1,389
1,386
3
1,389
20
Share capital
Strategic Report
Governance
Financials
111
112
Notes to the Consolidated Financial Statements
2021
£000
2021
£000
2021
£000
2021
£000
12,369
12,369
3,017
79
843
3,939
1,828
94
3,184
5,106
1,506
(865)
293
934
Contractual payment terms with the Group’s customers are typically zero days. Payment is due upon installation. The above
receivables are shown net of the ECL allowance.
Trade payables
Other taxation and social security costs
Other creditors and deferred income
Accruals
2022
£000
21
Trade and other payables
There was no deferred taxation liability at the end of the financial year 2022 (2021: £nil).
22
Deferred taxation liability
Balance at beginning of year
Utilised in year
Unwind of discount (see note 12)
Provided in year
At end of year
Current
Non current
At end of year
23
Provisions for liabilities and charges
2022
£000
Dilapidations
2022
£000
Product guarantees
2022
£000
Total
Dilapidations - As disclosed in note 4, the Group has a portfolio of leased properties which contain dilapidations clauses. A
dilapidations provision is provided for expected costs of rectifying existing wear-and-tear and then discounted at 16% to a
net present value.
Product Guarantee - The Group gives guarantees against all its products, which in the majority of cases covers a period of
10 years. A warranty provision is made for the expected future costs of rectifying faults arising within the guarantee period
and then discounted at 16% to a net present value.
2021
£000
2021
£000
783
(253)
45
48
623
183
440
623
2021
£000
2,136
(1,917)
224
2,317
2,760
1,091
1,669
2,760
2021
£000
2,919
(2,170)
269
2,365
3,383
1,274
2,109
3,383
8,512
3,649
4,298
4,610
21,069
623
(139)
65
(25)
524
83
441
524
2,760
(2,753)
276
2,691
2,974
1,255
1,719
2,974
3,383
(2,892)
341
2,666
3,498
1,338
2,160
3,498
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
4,329
80
889
5,298
1,271
476
3,133
4,880
1,717
(573)
362
1,506
16,351
16,351
7,118
3,169
4,747
3,018
18,052
Term bank loan
Revolving credit facility
Less: Prepaid arrangement fees²
24
Borrowings
The total borrowing facilities available at the end of the financial year were as follows:
Nominal
interest rate
Maturity
date
LIBOR + 7.0%
LIBOR + 7.0%¹
October 2023
October 2023
2022
£000
Amounts drawn down
2022
£000
Facilities available
¹Interest is payable monthly. In addition to the rates disclosed above, a non-utilisation fee of LIBOR +3.5% is charged on
all undrawn amounts on the revolving credit facility.
²Prepaid arrangement fees relate to legal, advisory and facility arrangement fees in relation to the borrowing facility.
These fees are prepaid and amortised over the term of the facility which was due to expire in October 2023, and which
was replaced in January 2023 with a £7.5m revolving credit facility. This facility is in place until December 2026.
The term loan was repaid in January 2023.
The changes in loans and borrowings from financing activities, during the financial year were as follows:
2022
£000
At beginning of year
Other changes
Interest expense
Interest paid (cash)
Total other changes
Balance at 1 January 2022
25
Financial instruments
The Group is exposed to the risks that arise from its use of financial instruments. This note describes the objectives, policies
and processes of the Group for managing those risks and the methods used to measure them. Further quantitative
information in respect of these risks is presented throughout these financial statements.
Capital risk management
The Group manages its capital to ensure that it wil be able to continue as a going concern while maximising the return to
stakeholders. The group is funded principally by equity although loans have been utilised during the review period of these
financial statements. As at the end of financial year 2022, £4,500k of loans were outstanding (2021: £4,500k). The term loan
was repaid in January 2023. The capital structure of the Group consists of equity, comprising issued share capital. The
Group has no externally imposed capital requirements.
In order to maintain or adjust the capital structure, the Group may return capital to shareholders or issue new shares.
Principal financial instruments
The principal financial instruments used by the Group, from which financial instrument risk arises are as follows:
Ÿ
Trade and other receivables
Ÿ
Trade and other payables
Ÿ
Cash and cash equivalents
The carrying value of these financial instruments is considered to approximate to their fair value.
The Group has identified a reduced credit risk based on the profile of debtors and as such the expected credit loss expense
has reduced. The weighted average loss rate in the year has not increased.
Strategic Report
Governance
Financials
113
114
Notes to the Consolidated Financial Statements
2021
£000
4,500
-
(269)
4,231
2021
£000
4,500
3,000
-
7,500
2021
£000
4,500
-
(128)
4,372
4,500
3,000
-
7,500
4,231
727
(586)
141
4,372
Financial assets
At the reporting date, the Group held the following financial assets:
Trade receivables
Other receivables
Cash and cash equivalents
2022
£000
2021
£000
1,828
94
12,369
14,291
Trade payables
Lease liabilities
Other creditors
Accruals
Borrowings
2022
£000
Financial liabilities
At the reporting date, the Group held the following financial liabilities, all of which were classified as other financial liabilities:
2021
£000
8,512
9,747
468
4,610
4,372
27,708
See note 26 for changes in lease liabilities.
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
4,127
593
(489)
104
4,231
1,271
476
16,351
18,098
7,118
11,431
366
3,018
4,231
26,164
25
Financial instruments (continued)
Weighted average loss rate*
Debt over 1 year old
Specific Debtors to be written off
Standing orders
Debt less than 1 year old
Debt with charges over property
100.0%
100.0%
33.0%
22.0%**
0.0%
Market risk
The Group is not materially exposed to changes in foreign currency exchange rates or interest rate movements. Trade
receivables totalling £541k (2021: £546k) are secured by charges against the debtors' properties.
Interest rate sensitivity
The Group's policy is to minimise interest rate cash flow risk exposures on long-term financing. Longer-term borrowings
are therefore usually at fixed rates. At the end of financial year 2022, the Group is exposed to changes in market interest
rates through its borrowing facility at variable interest rates. The exposure to interest rates for the Group's money market
funds is considered immaterial.
The following table illustrates the sensitivity of profit to a reasonably possible change in interest rates of +/- 1% (2021: +/-
1%). These changes are considered to be reasonably possible based on observation of current market conditions. The
calculations are based on a change in the average market interest rate for each period, and the financial instruments held
at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the
Group. Credit risk arises principally from the Group's cash balances and trade and other receivables. The concentration of
the Group's credit risk is considered by counterparty.
The Group gives careful consideration to which organisation it uses for its banking services in order to minimise credit risk.
The Group has a significant concentration of cash held in accounts with one large bank in the UK, an institution with an A
credit rating (long term, as assessed by Moody's). The amounts of cash held on deposit with that bank at each reporting
date can be seen in the financial assets table above. All of the cash and cash equivalents held with that bank at each
reporting date were denominated in UK Sterling.
The nature of the Group's business and current stage of its development are such that customers comprise a significant
proportion of its trade and other receivables at any point in time. The Group mitigates the associated risk by close
monitoring of the trade receivable ledger.
At the end of the financial year 2022, the Group's trade receivables balance was £1,828k (2021: £1,271k). The carrying
amount of financial assets recorded in the financial statements represents the Group's maximum exposure to credit risk
without taking account of the value of any collateral obtained. In the Directors' opinion, there has been some impairment
of trade receivables during the year in the trade receivable ECL allowance table shown in note 18.
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method less the ECL allowance. Appropriate loss allowances for estimated irrecoverable amounts are recognised
in the statement of comprehensive income at an amount equal to lifetime ECLs. Lifetime ECLs are the ECLs that result from
all possible default events expected over the life of a financial instrument.
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the Group expects to receive).
< 1 month overdue
1-2 months overdue
2-3 months overdue
3-12 months overdue
> 1 year
Total receivables
Gross
2022
£000
Loss allowance
2022
£000
Net
2022
£000
All debtors are categorised the same and are not credit impaired.
The range of reasonably possible outcomes within the next financial year is that debtors provided for of £934k (2021:
£1,506k) may be recovered in full or some of the unprovided debtors may become irrecoverable.
£541k (2021: £546k) of trade receivables over one year overdue are secured by fixed charges over properties and therefore
no provision is made for these balances. £280k (2021: £211k) of the balance relates to customers setup on standing order.
Profit for the year
Financial year 2022
Financial year 2021
+1%
-1%
75
75
(75)
(75)
Strategic Report
Governance
Financials
115
116
Notes to the Consolidated Financial Statements
Gross
2021
£000
Loss allowance
2021
£000
Net
2021
£000
507
245
96
909
1,005
2,762
(80)
(62)
(34)
(388)
(370)
(934)
427
183
62
521
635
1,828
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
244
285
249
631
1,368
2,777
(106)
(112)
(89)
(393)
(806)
(1,506)
138
173
160
238
562
1,271
* The weighted average loss rates in the table above were in place for the financial years 2022 and 2021.
** (2021: 26%)
The following table provides information about the exposure to ECLs for the trade receivables at the end of financial years
2022 and 2021.
26
Right-of-use assets and liabilities
Assets
At 4 January 2021
Additions
Impairment
Modification
Depreciation
At 2 January 2022
Additions
Impairment
Modification
Depreciation
At 1 January 2023
Liabilities
At 2 January 2022
Payment
Additions
Interest
Modification
At 1 January 2023
Balance at 2 January 2022
Payment of lease liabilities
Total changes from financing cash flows
Other changes
New leases
Impairment
Interest expense
Interest paid
Total liability-related other changes
At 1 January 2023
Liabilities classification
Current (<1 year)
Long term (>1 year)
Total
£000
8,004
7,459
(122)
(313)
(3,882)
11,146
2,427
(27)
(401)
(3,729)
9,416
11,431
(4,285)
2,427
688
(514)
9,747
11,431
(3,597)
(3,597)
2,427
(514)
688
(688)
1,913
9,747
4,154
5,593
9,747
Equipment
£000
200
256
-
-
(173)
283
22
-
-
(90)
215
294
(104)
22
9
-
221
294
(95)
(95)
22
-
9
(9)
22
221
79
142
221
Motor vehicles
£000
3,034
5,123
-
(60)
(2,411)
5,686
814
-
(46)
(2,329)
4,125
5,765
(2,596)
814
326
(45)
4,264
5,765
(2,270)
(2,270)
814
(45)
326
(326)
769
4,264
2,489
1,775
4,264
Properties
£000
4,770
2,080
(122)
(253)
(1,298)
5,177
1,591
(27)
(355)
(1,310)
5,076
5,372
(1,585)
1,591
353
(469)
5,262
5,372
(1,232)
(1,232)
1,591
(469)
353
(353)
1,122
5,262
1,586
3,676
5,262
The interest expense recognised in the profit and loss statement is in the table above. No expenses relating to short-term
leases and low value leases has been recognised. The total cash outflow for leases is £4,285k (2021: £4,503k). This comprises
the payment of the lease liabilities of £3,597k (2021: £3,742k) and the interest paid £688k (2021: £761k).
The Group has a number of leases within the business, including properties for installation depots and sales branches, vehicles
and plant & equipment. With exception of short-term leases of low value underlying assets, each lease is reflected in the
consolidated statement of financial position as a right-of-use asset and a lease liability. Leases are either non-cancellable or
may only be cancelled by incurring a substantive termination fee. For leases relating to properties, the Group must keep those
properties in a good state of repair and return the properties to their original condition at the end of the lease.
27
Pension costs
The charge for the period amounts to £828k (2021: £680k) and relates to contributions paid into a money purchase
scheme in the period.
28
Commitments
There were no capital commitments at the end of the financial year 2022 (2021: £11k).
Foreign currency risk management
Historically, the Group's exposure to foreign currency risk has been limited, all of its invoicing and the majority of its
payments are in UK Sterling. There are no balances held in foreign currencies at each reporting date and it has made no
payments in foreign currencies other than US dollar and Euro. Accordingly, the Board has not presented any sensitivity
analysis in this area as it is immaterial.
Liquidity risk management
Liquidity risk is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. Ultimate
responsibility for liquidity risk management rests with the Board of Directors. The Board manages liquidity risk by regularly
reviewing the Group's cash requirements by reference to short term cash flow forecasts and medium term working capital
projections.
The Group's banking facilities have the following financial covenants:
Ÿ
EBITDA - monthly test on a rolling basis for the period that the RCF is drawn.
Ÿ
Borrowing base - drawn facility has to be less than 75% of assets plus credit card finance/finance receivables
Ÿ
Monthly cleardown - drawings on the RCF have to be zero for five business days each month
The Group has increased its covenant headroom during 2022 and the covenant tests were removed in the second half of
the year where the lender had no exposure under the term loan. There is no judgement applied in assessing compliance
against any of these covenants.
In January 2023, the Group's borrowing facility was extended until 31 December 2026. The new facility is a revolving credit
facility of £7.5m. The £4.5m term bank loan was repaid in January 2023. All of the Group's other non-derivative financial
liabilities and its financial assets at each reporting date are either payable or receivable within one year. There are no
covenant tests in place where the facility is undrawn and management is not forecasting to utilise the facility.
At the end of financial year 2022, the Group had £12,369k (2021: £16,351k) of cash reserves. After deducting borrowings of
£4,372k (2021: £4,231k) which are stated net of arrangement fees, net cash of the group was £7,997k at the end of the year
(2021: £12,120k). The £3,000k revolving credit facility was undrawn at the end of the year.
The Group's non-derivative financial liabilities have contractual maturities (including interest payments where applicable)
as summarised below:
25
Financial instruments (continued)
Borrowings
Trade payables
Other creditors
Accruals
Lease liabilities
More than 5 years
£000
2-5 years
£000
1-2 years
£000
Less than 1 year
£000
495
7,118
366
3,018
4,240
15,237
2 January 2022
Borrowings
Trade payables
Other creditors
Accruals
Lease liabilities
More than 5 years
£000
-
-
-
-
1,344
1,344
2-5 years
£000
-
-
-
-
3,061
3,061
1-2 years
£000
-
-
-
-
2,990
2,990
Less than 1 year
£000
4,372
8,512
468
4,610
4,188
22,150
1 January 2023
Strategic Report
Governance
Financials
117
118
Notes to the Consolidated Financial Statements
4,912
-
-
-
3,862
8,774
-
-
-
-
4,802
4,802
-
-
-
-
886
886
Reconciliation of movements of liabilities to cash flows arising from financial activities
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
Grant date
Vesting date
Lapsing date
Risk free interest rate
Expected volatility
Expected option life (in years)
Dividend yield
Weighted average exercise price
Weighted average fair value of options granted
Remaining contractual life
*LTIPS granted on 22 February 2021 were awarded in respect of the financial year 2020. These are therefore named “LTIP
2020".
SAYE
On 10 November 2022, the company launched a new share save (SAYE) scheme ("SAYE 2022") in addition to the existing
schemes ("SAYE 2021" and “SAYE 2020”) for employees. All schemes allow employees to acquire a certain number of shares
at a discount of 20% of the share price prior to the invitation to join the scheme, using amounts saved under a 'Save As You
Earn' savings contract.
The numbers of share options in existence during the year were as follows:
Number of
share
options
Weighted
average
exercise price
2022
2,291,267
1,367,058
(467,644)
(150,500)
3,040,181
-
£0.36
£0.24
£0.37
£0.72
£0.29
-
Options are valued using the Black-Scholes option pricing model. The following information is relevant in the
determination of the fair value of the options granted during the year.
LTIP 2020*
LTIP 2021
Outstanding at start of the year
Granted during the year
Lapsed during the year
Exercised during the year
Outstanding at end of the year
Exercisable at end of the year
Number of
share
options
Weighted
average
exercise price
2022
3,852,716
2,253,905
(1,755,511)
(252,006)
4,099,104
-
£nil
£nil
£nil
£nil
£nil
-
Number of
share
options
Weighted
average
exercise price
2021
Options are valued using the Black-Scholes option pricing model and Monte-Carlo simulation. Prior to 2021, all options
were valued using the Black-Scholes pricing model. The following information is relevant in the determination of the fair
value of the options granted during the year.
30
Related party transactions
During the financial year 2022 (2021: £nil) there were no related party transactions.
Transactions with key management personnel are shown in note 10.
31
Ultimate controlling party
Safestyle UK plc is quoted on the stock exchange (AIM) and ultimate control is exercised by the shareholders.
32
Share based payments
At the end of the financial year 2022 the Group had the following share based payment arrangements:
LTIP
The Group operates an equity-settled Long-Term Incentive Plan (“LTIP”) remuneration scheme for Directors and certain
management ("LTIP 2022", "LTIP 2021" and “LTIP 2020").
All schemes require a combination of specific performance based criteria and remaining an employee for a minimum
period. The numbers of share options in existence during the year were as follows:
29
Group companies
Safestyle UK plc holds more than 20% of the share capital of the following companies:
Style Group Holdings Limited
Style Group UK Limited*
HPAS Limited*
Windowstyle UK Limited*
Safestyle Windows Limited*
Style Group Europe Limited*
% held by
parent
100
100
100
100
100
100
Principal activity
Holding company
Holding company
Home improvements and double
glazing contractors
Dormant
Dormant
Dormant
Country of
incorporation
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
Class of
shares
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
*Owned Indirectly
The registered address of all companies is Style House, 14 Eldon Place, Bradford, BD1 3AZ.
Strategic Report
Governance
Financials
119
120
Notes to the Consolidated Financial Statements
LTIP 2022
02/09/2022
01/05/2025-
02/09/2025
02/09/2032
2.88%
68.4%-69.9%
2.33-3.00
2%-3.9%
£0.00
14p-28.42p
9.68
Number of
share
options
Weighted
average
exercise price
2021
2,019,077
1,084,986
(237,979)
(574,817)
2,291,267
-
£0.39
£0.43
£0.65
£0.49
£0.36
-
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
3,132,989
2,994,186
(2,274,459)
-
3,852,716
-
£nil
£nil
£nil
-
£nil
-
10/06/2021
10/06/2024
10/06/2031
0.11%-0.15%
76.58%-81.87%
2.56-3.00
4.54%
£0.00
45.43p-54.89p
8.44
22/02/2021
30/06/2023-
22/02/2024
22/02/2031
0.00%-0.03%
73.26%-80.14%
1.85-3.00
0.00%
£0.00
22.20p-44.40p
8.15
Outstanding at start of the year
Granted during the year
Lapsed during the year
Cancelled during the year
Outstanding at end of the year
Exercisable at end of the year
Grant date
Vesting date
Lapsing date
Risk free interest rate
Expected volatility
Expected option life (in years)
Dividend yield
Weighted average exercise price
Weighted average fair value of options granted
Remaining contractual life
11/11/2020
11/11/2023
11/05/2024
0.02%
80.01%
3.36
0.00%
£0.23
23.23p
1.36
SAYE 2020
11/11/2021
1/11/2024
11/05/2025
0.62%
70.15%
3.25
5.80%
£0.43
22.43p
2.36
SAYE 2021
10/11/2022
11/11/2025
10/05/2026
3.08%
68.80%
3.25
3.90%
£0.24
13.71p
3.36
SAYE 2022
Equity settled - LTIP
Equity settled - RSA
Equity settled - SAYE
Equity settled - Alan Lovell Options
2022
£000
32
Share based payments (continued)
SAYE
The total share-based expense comprises:
Strategic Report
Governance
Financials
121
122
Notes to the Consolidated Financial Statements
2021
£000
(104)
-
126
-
22
Safestyle UK plc
Annual Report & Accounts 2022
Annual Report & Accounts 2022
224
318
122
23
687
Notes
Notes