FY24 Full Year Results, Delivering on Commitments
30/05/2024 07:00
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 (“MAR”), AND MAR WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (“UK MAR”)
30 May 2024
Renewi plc
FY24 Full Year Results, Delivering on Commitments
Renewi plc ("Renewi" or the "Group") (LSE: RWI.L: Euronext Amsterdam: RWI.AS),
a leading European waste-to-product company, today releases its results for
the full-year ended 31 March 2024 (“FY24”).
Sale of UK Municipal
Following the strategic review of its UK Municipal operations (“UK
Municipal”) announced in September 2023, Renewi has entered into a binding
agreement to sell UK Municipal to Biffa Limited (“Biffa”), a leading
UK-wide integrated waste management business (the “Divestment”).
Renewi’s CEO, Otto de Bont: ""The sale of UK Municipal to Biffa delivers on
our commitment to optimise our portfolio and strengthen our core business.
This is a transformational moment for Renewi which will enable us to unlock
substantial profit and cashflow improvements and improve shareholder value.
We will now fully focus on growing in Europe’s most attractive and advanced
recycling markets. Biffa’s financial position, operational expertise, and
presence in the UK municipal landscape make them the right new home for our UK
Municipal business and we are confident this transaction benefits all
stakeholders."
See a separate RNS dated 30 May 2024 “Renewi announces sale of UK Municipal
business to Biffa” for more information.
Transaction Highlights
Supporting Renewi’s transformation, the Divestment:
* will immediately increase Renewi’s free cash flow by €15-20m per annum
and drive at least c.50bps of EBIT margin expansion.
* significantly de-risks the Group’s balance sheet as unpredictable UK
Municipal liabilities, Onerous Contract Provisions (OCPs), will be replaced by
conventional and competitively priced debt financing, enabling increased
visibility on future capital outflows.
* focuses resources and management time on strategic initiatives for stronger
growth and shareholder returns.
The transaction will be effectuated through a combination of a nominal cash
consideration payable to Biffa and pre-completion capitalisation of UK
Municipal (together, the “Capitalisation”). The Capitalisation ensures UK
Municipals’ ability to fulfil its future contractual obligations.
* Capitalisation is expected to be approximately £125m* (€146m**) on
completion which, when offset against the reduction of liabilities of €89m,
equates to a net cost of c. €57m to Renewi and a total cash impact of
€154m, including transaction costs.
* Core net debt / EBITDA immediately following the transaction is expected to
be approximately 2.9x, falling to our target of 2.0x in the medium-term, with
improved margins and cash generation driving accelerated deleveraging.
* The transaction will be funded through the existing revolving credit
facility, supplemented by a €120m bridge facility.
The Divestment provides UK Municipal customers, employees and other
stakeholders with strong strategic backing from a respected scale operator in
the UK market. The transaction is expected to complete before 31 December
2024, subject to receipt of a limited suite of regulatory and other
consents.
* Subject to customary closing adjustments; Capitalisation at completion will
be net of any normal course capitalisation provided by Renewi to UK Municipal
in the period between 31 March 2024 and completion of the Disposal.
** Based on GBP/EUR exchange rate of €1:£0.855.
For the purposes of UK Listing Rule 10.4, as at 31 March 2024 the gross assets
of UK Municipal (adjusted for the estimated pre-completion Capitalisation) are
€348m; and in the financial year ending 31 March 2024, UK Municipal
contributed €0.7m to the Group’s statutory profit before tax.
FY24 Financial Highlights (note all financial results are shown with UK
Municipal held for sale)
* Revenue of €1,689m and underlying EBIT of €105.5m from continuing
operations (FY23: revenue of €1,704m and underlying EBIT of €131.7m).
* Underlying EBITDA from continuing operations of €230.2m: (FY23: €252.4m)
* Statutory loss of €30.9m: (FY23: profit of €66.6m) reflecting lower
profits and an exceptional charge of €64.5m on the UK Municipal divestment
* Free cash flow of €20.9m (FY23: €25.3m)
* Core net debt €368.1m: (FY23: €370.6m), representing 2.1x EBITDA
* Dividend: A final dividend of 5p per share has been recommended for FY24
FY24 Strategic and Operational Highlights
* Commercial Waste: Solid volume development in Belgium, supported by
legislation. Volumes in the Netherlands stabilised in the final quarter of the
year, supported by the implementation of a new sales strategy, despite a
continued challenging Dutch construction market.
* Mineralz & Water: Delivered a strong recovery, with increased uptake of new
sand, filler and gravel products alongside a strong performance in
water-related activities.
* Specialities: Continued strong momentum at both Maltha and Coolrec,
benefitting from their leading positions in high growth niches. Revenue and
underlying EBIT growth supported by pricing at Maltha and volumes at Coolrec.
* Recyclate prices: Prices were stable throughout the year, having returned to
pre-Covid historical average levels, albeit plastic prices remain at lower
than average levels due to international oversupply of virgin material.
* Simplify (SG&A efficiency programme): Launched to streamline staff functions
and reduce costs, Simplify achieved its €15m run rate at the end of March.
* Future Fit (Digitisation Project): Accelerated in the second half of FY24,
Future Fit aims to enhance operational efficiency, asset utilisation and
customer satisfaction. The project will be implemented over the next two to
three years and is fully accounted for in the existing medium term high-single
digit EBIT target.
* Commercial momentum: new customer wins include Schiphol and Rotterdam
airports, Dutch Ministry of Defense, Custodial Institution Agency, Total
Energies, BPost, Nike, and Mouscon Hospital.
* Recycling rate: was 63.2%, down slightly from 63.7% in FY23 due to lower
construction volumes which have a high recycling rate. This was partly
compensated by the increase of advanced recycling of plastics and mixed
residual waste.
* Lost Time Injuries Rate: decreased from 9.4 to 6.8, driven by cross-company
initiatives including safety trainings and investments in site safety,
resulting a safer workplace
Outlook
* FY25 trading expectations include return to revenue growth and significant
margin improvement for the continuing Group, in line with current consensus.
* Commercial Waste expects to continue its strong performance in Belgium and
to improve in the Netherlands, building on stabilised volumes, despite the
ongoing weakness in the construction sector. Further margin improvement is
expected as existing programmes ramp up to their run-rate benefits.
* Continuing Mineralz & Water turn-around, underpinned by the higher run rate
achieved in late FY24 continuing into FY25. Additionally further improvements
are expected in the quality and consistency of the materials.
* Investment in innovative projects within Coolrec and Maltha in progress,
with returns expected during the second half of FY25
* The UK Municipal Divestment will increase near term leverage; deleveraging
expected at 0.4 – 0.5 turns per annum
* Reiteration of 3-5 year targets: * 8-10% underlying EBIT margin
* Free cash flow/EBITDA conversion >40%
* ROCE >15%
* Organic annual revenue growth >5%
Results
FY24 FY23 (#) % change
UNDERLYING NON-STATUTORY
Revenue from continuing operations €1,689.2m €1,703.9m -1%
Underlying EBITDA (1)from continuing operations €230.2m €252.4m -9%
Underlying EBIT (1)from continuing operations €105.5m €131.7m -20%
Underlying EBIT (1 )margin from continuing operations 6.2% 7.7% -1.5pps
Free cash flow (1) €20.9m €25.3m
Free cash flow/EBITDA conversion (1) 9.0% 9.9%
Return on capital employed (1) 7.7% 10.6%
Core net debt* €368.1m €370.6m
STATUTORY
Revenue from continuing operations €1,689.2m €1,703.9m -1%
Operating profit from continuing operations €97.6m €141.5m -31%
Profit for the year from continuing operations €45.2m €86.0m -47%
(Loss) profit for the year €(30.9)m €66.6m
Basic EPS (cents per share) from continuing operations 53c 104c
Cash flow from operating activities €205.0m €209.6m
Total net debt (including IFRS 16 leases) €616.0m €685.7m
(1 )The definition and rationale for the use of non-IFRS measures are included
in note 18.
(#) Certain March 2023 values have been adjusted to reflect discontinued
operations as set out in note 2.
* Core net debt used for banking leverage calculations excludes the impact of
IFRS 16 lease liabilities and UK PPP net debt.
Otto de Bont, CEO Renewi: “We made three important commitments to our
shareholders at the Capital Markets Day in October 2023: optimise our
portfolio, build a stronger platform with improved margins and shareholder
returns, and drive organic growth. Despite a challenging market environment in
commercial waste, we made solid progress on these commitments.
We completed the strategic review of our UK Municipal business, resulting in a
sale of our UK Municipal activities to Biffa, immediately improving our.
Mineralz & Water is slightly ahead of schedule and we expect to further
increase the production volume and quality of new sand, filler and gravel
products.
Three key initiatives are focused on strengthening our platform. With the
Simplify efficiency programme, we right-sized our SG&A costs. We announced the
streamlining of our organisational structure to unlock our growth potential
and better utilise our scale by merging Commercial Waste Netherlands and
Belgium under single leadership and integrating Mineralz & Water into the
Specialities division. Alongside this, we accelerated Future Fit, a multi-year
digitisation programme aimed at replacing our legacy IT systems, to give us a
strong foundation to improve efficiency and drive growth.
To further drive organic growth, we are progressing in the key sectors set out
at the Capital Markets Day, including monostreams like glass, plastics and
organics, and mixed waste streams from construction & demolition and
commercial & industrial. In addition we are expanding our Ecosmart services,
offering customers advice and resources to improve their waste management and
reduce their carbon footprint.
Finally, we are recommencing dividend payment as stated before and will
propose a dividend of 5p per share, underlining our commitment to our
shareholders and confidence in our future.
We celebrated notable client wins across The Netherlands and Belgium,
including Schiphol Airport, Rotterdam the Hague Airport, the Ministry of
Defence and Custodial Institution Agency, Total Energies, BPost, Limburg and
Nike. Partnerships were concluded with Shell Refineries Pernis and Moerdijk
for total waste management and Vattenfall for the offtake of Green Gas as of
Q1FY25. The wins of SPF Penitentiaire and hospital Mouscron, reflecting our
successful approach in the care sector.
We operate in a dynamic sector, where the perception of waste is changing and
where our customers realise the carbon footprint they create is impacted by
the waste they produce and by the raw materials they use. We help them reduce
their footprint, by improving their waste management and by offering them
circular materials as alternative to the virgin materials they use today. With
our scale, resources and expertise, Renewi is well-positioned to grow in this
dynamic sector.”
FY24 results presentation Today we will host a results presentation at 9:30am BST / 10:30am CET. Registrations for the presentation: https://brrmedia.news/RWI_FY
For further information:
Renewi plc Anne Metz, Director of Investor Relations +31 6 4167 9233 investor.relations@renewi.com FTI Consulting Richard Mountain / Ben Fletcher +44 203 727 1340 FTI_RWI@FTIconsulting.com
Information on Dividend
The Board is recommending a dividend of 5 pence per share. Subject to
shareholder approval at the 2024 AGM, the final dividend will be paid on the
31July 2024 with an ex-dividend date of 27 June 2024 and a record date of 28
June 2024. Shareholders on the Register of Members or holding shares in Crest
will automatically receive their dividends in Pounds Sterling, shareholders
who hold shares through Euroclear Nederland will automatically receive their
dividends in Euros. For shareholders holding shares trading on Euronext
Amsterdam and held via Euroclear Nederland, the Euro equivalent dividend
payment will be announced on 25 July 2024, and a Dividend Reinvestment
Programme (“DRIP”) is available. ABN AMRO provide their DRIP fully on
their account and not on behalf of the Company. Contact ABN AMRO at
corporate.broking@nl.abnamro.com for information.
About Renewi
Renewi is a pure-play recycling company that focuses on extracting value from
waste and used materials rather than disposing of them through incineration or
landfill. The company plays an important role in combating resource scarcity
by creating circular materials. In giving new life to used materials, Renewi
addresses both social and regulatory trends, contributing to a cleaner and
greener world.
Our vision is to be the leading waste-to-product company in the world's most
advanced circular economies. With a recycling rate of 63.2%, one of the
highest in Europe, Renewi puts 6.6 million tonnes of circular materials back
into use each year. This contributes to mitigating climate change and promotes
the circular economy. Our recycling efforts help to protect natural resources
and prevent more than 2.5 million tonnes of CO(2) emissions annually.
Renewi leverages innovation and the latest technology to turn waste into
circular materials such as paper, metals, plastics, glass, wood, building
materials, compost, and water. We employ over 6,000 people across 154
operational sites in five countries in Europe. Renewi is recognised as a
leading waste-to-product company in the Benelux region and a European leader
in advanced recycling.
Visit our website for more information: www.renewi.com.
CEO’s review
Our strategic ambitions encompass three priorities – optimise our portfolio,
build a stronger platform and accelerate our organic growth. While FY24 saw a
challenging market environment with limited macroeconomic growth, a fall in
recyclate prices and market declines in some of our key end markets, we
focused on operational agility and commitments.
Our portfolio optimisation is progressing well with the completion of the
strategic review of our UK Municipal business, resulting in a sale of our UK
Municipal activities to Biffa. This transaction entails a €154m cash outflow
for us, but thereafter will unburden our cashflow and free up management focus
to realise our growth ambitions for the core business. We are also on track
with the turn-around of Mineralz & Water within the envisaged timeframe,
through the growing uptake of our new materials. The new Mineralz & Water
product line has been created with the specific needs of the concrete and
construction industries in mind and we expect to further increase the
production volume and quality of our new sand, filler and gravel products. We
expect the recovery of Mineralz & Water to continue through FY25.
In order to strengthen our systems and processes, we launched three
initiatives over the course of FY24. The Simplify programme identified a
number of areas for efficiency gains, especially in our SG&A functions, where
we were able to make significant savings by combining activities and
increasing efficiency. We started the process of streamlining our
organisational structure and bringing Commercial Waste Netherlands and Belgium
together under a single Commercial Waste leader, to maximise the sharing of
best practices, organisational efficiency and economies of scale. We further
developed and accelerated the launch of Future Fit, our digitisation programme
to replace our legacy IT systems and increase the resilience and agility of
our platform. Workday, a comprehensive workforce management solution, was one
of the tools we rolled out to manage our human resources functions more
efficiently.
While the financial results of FY24 were impacted by both recyclate prices
largely returning to historical averages and the challenging market in the
Commercial Waste Netherlands business, work continued across the organisation
to put the right measures in place to return to organic revenue growth and
realise higher margins. Within Commercial Waste, a simplified leadership
structure, an enhanced sales strategy and investments in high growth projects
have set the groundwork for accelerated growth in the future. Mineralz & Water
continues to improve its underlying EBIT in line with its recovery programme.
Coolrec, while impacted by the low plastics prices, processed record volumes
and has started constructing new processing lines which will further
contribute to growth in 2025. Maltha showed impressive growth, with
refinements in processes and investments in plant improvements combined with
strong price dynamics to yield exceptional results.
If we look at the higher-growth materials and sectors we set out on our
Capital Markets Day, we have made progress on a number of areas of our 5 year
commitment to add €275m in revenues in glass, plastics, organics,
construction & demolition and zero waste solutions.
Group Summary Revenue Underlying EBIT
FY24 FY23* Variance FY24 FY23* Variance
€m €m % €m €m %
Commercial Waste 1,384.7 1,397.3 -1% 98.5 129.3 -24%
Mineralz & Water 181.6 190.9 -5% 9.6 0.5 n/a
Specialities 175.2 160.2 9% 16.3 15.9 3%
Group central services - - (18.9) (14.0) -35%
Inter-segment revenue (52.3) (44.5) - -
Continuing Operations 1,689.2 1,703.9 -1% 105.5 131.7 -20%
Discontinued Operations 179.9 188.4 -5% 1.3 1.2 8%
Total 1,869.1 1,892.3 -1% 106.8 132.9 -20%
The underlying figures above are reconciled to statutory measures in note 3 in
the consolidated financial statements.
*The FY23 numbers have been reclassified to reflect discontinued operations as
set out in note 2 in the consolidated financial statements.
Against a background of macroeconomic challenges including lower levels of
construction and demolition activities in the Netherlands and high inflation,
our financial performance for FY24 was weaker with revenue from continuing
operations down 1% and underlying EBIT down 20%. In the last quarter of the
year, volumes stabilised or returned to modest sequential growth. The planned
divestment of UK Municipal has been reflected as asset held for sale at 31
March 2024 and has resulted in an exceptional charge of €64.5m.
We continued to grow our operations and officially opened our Ghent sorting
line, which is capable of recycling 125kt of commercial residual waste
annually. The facility aligns with VLAREMA 8 legislation which requires that
some 24 materials must be removed from commercial waste for recycling before
any residual waste can be incinerated. We also opened our new rigid plastics
sorting line in Acht, which produces high-quality Post-Consumer Recycled (PCR)
materials, focusing on polypropylene (PP) and polyethylene (PE). We are proud
to have achieved over 95% purity at the site, ensuring our recycled plastics
meet the highest standards.
In a ground-breaking achievement, our Coolrec subsidiary in partnership with
Electrolux, pioneered the creation of a refrigerator crafted from recycled
materials. This collaboration earned us the European Plastic Recycling Award
for Automotive, Electrical, or Electronic Product of the Year, recognising our
excellence in recycled material processing, innovative product design and
cutting-edge manufacturing in the European plastics recycling industry. Maltha
installed a new line at the Portugal site for the processing of ceramics,
stone and porcelain, a waste stream coming from glass sorting, and made a
number of upgrades to improve quality and yields. Looking forward, we expect
to see increasing demand for our services, as our offering is even more
attractive in light of upcoming regulatory requirements which will affect many
of our customers, such as CSRD regulation and will continue to drive higher
levels of recycling. We are well-positioned to meet this demand. We continue
to focus on customer experience and with the implementation of Future Fit, we
expect to see further improvement in customer satisfaction.
Ensuring health and safety in our workplace is paramount, we have made
excellent progress in maintaining a safe environment. We are proud to report a
decrease in Lost Time Injuries overall from 9.4 to 6.8, surpassing our 2025
target of 7. We have proactively implemented enhanced traffic plans across all
our sites to mitigate risks. The rollout of safety leadership training is
evidence of our commitment to fostering a culture of safety at every level of
the organisation. We were pleased that our employee satisfaction levels stayed
stable at an eNPS 23 against the backdrop of a strategic review and
implementation of our Simplify programme.
Group outlook
Our strategic focus for the coming year centres around completing the
divestment of our UK Municipal business, driving further improvements in
Mineralz & Water operations and driving efficiency through digitisation and
simplification of our organisation and processes. We aim to achieve further
growth through organic expansion and the strengthening of our core commercial
waste business with the targeted sales strategy and continuing investment in
innovation in circular materials. We expect Commercial Waste Belgium to
continue its strong performance in the second half, and Netherlands to show
improvement despite the ongoing weakness in the construction sector. We will
see further margin improvement as the existing programmes ramp up to their
run-rate benefits. In line with our upgraded capital allocation policy we
shared at the Capital Markets Day in October of last year, I am pleased to
announce that we will be proposing a dividend of 5p per share.
I want to express my gratitude to the diverse group of stakeholders who have
been instrumental in supporting us throughout this year. I appreciate our
customers for entrusting us with their business, our workforce for their
continued dedication, the Board for their valuable guidance and our
shareholders for their support of our vision.
CFO’s review
Financial Performance FY24 FY23* Variance
€m €m %
Continuing operations
Revenue 1,689.2 1,703.9 -1%
Underlying EBIT 105.5 131.7 -20%
Operating profit 97.6 141.5 -31%
Underlying profit before tax 68.0 105.2 -35%
Non-trading & exceptional items (7.9) 9.8
Profit before tax from continuing operations 60.1 115.0
Total tax charge for the year (14.9) (29.0)
Profit for the year from continuing operations 45.2 86.0
Discontinued operations (76.1) (19.4)
(Loss) profit for the year (30.9) 66.6
Organic annual revenue growth -1% 3%
Underlying EBIT margin 6.2% 7.7%
Free Cash Flow/EBITDA conversion 9.0% 9.9%
Return on capital employed 7.7% 10.6%
The underlying figures above are reconciled to statutory measures in notes 3
and 18 in the consolidated financial statements.
*The FY23 numbers have been reclassified to reflect discontinued operations as
set out in note 2 in the consolidated financial statements.
We have continued to deliver against the strategic priorities previously
communicated at Renewi’s Capital Markets Day in October 2023. However
despite these successes, a challenging operating environment for Commercial
Waste Netherlands, particularly in the Construction and Demolition sector,
adversely impacted the overall Group results in FY24. We achieved a number of
goals including further optimisation of the portfolio as Mineralz & Water
continued its recovery with its overall performance slightly ahead of the
original recovery plan. As announced an exit for the UK Municipal business has
been agreed with completion expected before 31 December 2024. Cost reduction
and efficiency in both the short and longer term, remains a key focus for the
Group. The Simplify programme launched in the third quarter has achieved its
targeted full year run-rate impact of €15m in SG&A costs by the end of
March. This action will contribute to our medium term objective of delivering
high single-digit EBIT margins.
Given the status of the UK Municipal strategic review at the end of the
financial year, the business is presented as an asset held for sale at 31
March 2024. This has resulted in this business being disclosed as a
discontinued operation with the financials now presented on a continuing and
discontinued operations basis with a restatement of the prior year
comparatives. As a result of this an exceptional charge of €64.5m has been
recorded.
Revenue from continuing operations fell by 1%, to €1,689.2m driven by slow
economic growth and a reduction in recyclate prices. Overall volumes were down
year on year albeit stable in the second half and recyclate prices have
remained largely stable throughout the year. Underlying EBIT from continuing
operations was 20% lower than the prior year driven by volume and recyclate
impact of €35m as cost inflation was largely mitigated by pricing discipline
and ongoing cost initiatives. In addition, there has also been the impact this
year of a higher level of favourable one-off items of c€5m arising from some
accrual releases and other settlements. These one-off items do not qualify as
non-trading or exceptional in accordance with our accounting policy. The
benefit of ongoing cost reductions and execution of strategic initiatives has
resulted in an improved underlying EBIT margin performance in the second half
of the year of 6.7% compared to 5.8% in the first half of the year. Net
finance charges have risen in FY24 as a result of increased costs of borrowing
and higher average debt balances across the year. The level of exceptional and
non-trading items in continuing operations was higher than last year as
described below, resulting in a statutory profit for the year from continuing
operations of €45.2m compared to €86.0m last year.
Additionally, during FY24, we have embarked on our Future Fit digital
programme, a strategic initiative expected to increase operational efficiency,
asset utilisation and customer satisfaction, also supporting the Group in
achieving its medium-term margin ambitions. Our capital allocation policy was
reset during the year to reflect an ongoing disciplined approach to capital,
prioritising shareholder returns and investing in profitable growth. In line
with this a final dividend of 5 pence per share is proposed which will be
subject to approval at the Annual General Meeting.
Non-trading and exceptional items excluded from underlying profits
To enable a better understanding of underlying performance, certain items are
excluded from underlying EBIT and underlying profit before tax due to their
size, nature or incidence.
Total non-trading and exceptional items in continuing operations were a cost
of €7.9m (FY23: €9.8m credit) and include the costs of the Simplify
restructuring programme, portfolio management activity, amortisation of
acquisition related intangibles reduced by profits from property disposals and
other items. Further details on all non-trading and exceptional items are
provided in note 5 to the consolidated financial statements.
Operating profit from continuing operations, after taking account of all
non-trading and exceptional items, was €97.6m (FY23: €141.5m).
Net finance costs
Net finance costs from continuing operations increased by €11.2m to €38.0m
(FY23: €26.8m) as a result of the impact of additional fixed rate borrowings
in the second half of FY23, increased interest rates, the level of borrowings
on the revolving credit facility and a non-cash write off of €1m of
unamortised loan fees following the August 2023 renewal of the €400m
revolving credit facility. Further details are provided in note 6 to the
consolidated financial statements.
Profit before tax
Profit before tax from continuing operations on a statutory basis, including
the impact of non-trading and exceptional items, was €60.1m (FY23:
€115.0m).
Taxation
Total taxation for the year from continuing operations was a charge of
€14.9m (FY23: €29.0m). The effective tax rate on underlying profits was
23.7% at €16.1m, a decrease from 29.3% in the prior year, as a result of tax
losses claimed from the UK Municipal entities. A tax credit of €1.2m is
attributable to the non-trading and exceptional items of €7.9m as a number
of items are not subject to tax.
Looking forward, we anticipate the underlying tax rate to be approximately
27%. Due to items disallowed for tax in both the Netherlands and Belgium, our
effective tax rate is higher than the nominal rates in the countries where we
operate. Our Group tax strategy remains unchanged and is fully documented on
the Group website.
The Group statutory profit for the year from continuing operations, including
all non-trading and exceptional items, was €45.2m (FY23: €86.0m).
Discontinued operations
The loss for the year from the disposal group was €76.1m including the
re-measurement impact in reflecting the business as asset held for sale.
Further details on the performance of the UK Municipal business and the
implications of the transaction are provided in note 12 to the consolidated
financial statements.
Earnings per share (EPS)
Underlying EPS from continuing operations excluding non-trading and
exceptional items was 61 cents per share, a decrease of 28 cents given the
lower profits. Basic EPS from total operations was a loss of 43 cents per
share compared to earnings of 79 cents per share in the prior year.
Dividend
The Board is recommending a final dividend of 5 pence per share. Subject to
shareholder approval at the 2024 AGM, the final dividend will be paid on 31
July 2024 to shareholders on the register at close of business on 28 June
2024.
Cash flow performance
The funds flow performance table is derived from the statutory cash flow
statement including both continued and discontinued operations and
reconciliations are included in note 18 in the consolidated financial
statements. The table shows the cash flows from an adjusted free cash flow to
total cash flow. The adjusted free cash flow measure focuses on the cash
generation excluding the impact of historical liabilities relating to Covid-19
tax deferrals, settlement of ATM soil liabilities, spend relating to the UK
PPP onerous contracts and other items including exceptional cash spend. Free
cash flow represents the cash available to fund growth capital projects, pay
dividends and invest in acquisitions.
Funds flow performance FY24 FY23
€m €m
Underlying EBITDA 232.3 255.6
Working capital movement 25.7 (5.8)
Movement in provisions and other (8.5) (0.2)
Net replacement capital expenditure (57.2) (87.3)
Repayments of obligations under lease liabilities (55.3) (47.5)
Interest and loan fees (31.1) (20.7)
Tax (36.3) (21.2)
Adjusted free cash flow 69.6 72.9
Deferred Covid taxes (19.9) (19.7)
Offtake of ATM soil (2.5) (1.2)
UK Municipal contracts (15.8) (12.2)
Renewi 2.0 and other exceptional spend (5.3) (4.1)
Other (5.2) (10.4)
Free cash flow 20.9 25.3
Growth capital expenditure (22.0) (30.8)
Acquisitions net of disposals 0.2 (59.4)
Total cash flow (0.9) (64.9)
Free cash flow/EBITDA conversion 9.0% 9.9%
All numbers above contain both continued and discontinued operations. Free
cash flow conversion is free cash flow as a percentage of underlying EBITDA.
The non-IFRS measures above are reconciled to statutory measures in note 18 in
the consolidated financial statements.
Adjusted free cash flow was only slightly lower than last year at €69.6m
(FY23: €72.9m) despite the lower EBITDA, which was offset by improved
working capital management, increased utilisation of invoice discounting and
disposal proceeds. Replacement capital expenditure of €57.2m was
significantly lower than last year following the disposal of the Hemweg site
in Amsterdam. The disposal of this site was anticipated as part of the overall
business plan for the Renewi Westpoort acquisition in 2022. Stripping out
proceeds from this and other exceptional property disposals, replacement
capital expenditure was €77m, a decrease of €17m on the prior year which
included a number of catch up projects delayed during Covid. In addition,
€66.6m of new leases or modifications have been entered into which are
reported as right-of-use assets with a corresponding lease liability. These
leases include the continuation of the truck replacement programme, property
lease renewals or extensions and others. Growth capital expenditure of
€22.0m includes further spend on the VLAREMA 8 advanced sorting investments
in Belgium and the newly commissioned rigid plastics sorting line at Acht in
the Netherlands. As previously communicated, this level of growth spend is
lower than originally planned given delays at further sites for advanced
sorting in Belgium, as full enforcement of the new regulation ramps up.
The higher cash outflow relating to interest includes the settlement of
€2.6m of fees relating to the August 2023 renewal of the Group revolving
credit facility along with the impact of higher financing costs. Tax payments
were higher in the current year given the timing of settlements with some
items falling into FY24.
Looking at the three legacy components that are shown below adjusted free cash
flow, there has been a further €19.9m repayment on Dutch Covid-19 tax
deferrals as expected. The remaining balance of €10m will be settled by the
end of September 2024. Cash spend for placement of TGG soil stocks has been
limited in the period. Cash outflow on UK PPP contracts was €15.8m.
Following completion of the UK Municipal divestment, we do not expect any
further cash outflows in respect of UK PPP contracts.
The acquisitions net of disposals inflow included the sale of an entity
acquired with the Renewi Westpoort acquisition in September 2023, net of the
acquisition of the Meeus rockwool business in Belgium. Other cash flows
include funding for the closed UK defined benefit scheme and the funding of
the Renewi Employee Share trust.
Net cash inflow from operating activities decreased from €188.4m in the
prior year to €168.7m in the current year. A reconciliation to the
underlying cash flow performance as referred to above is included in note 18
in the consolidated financial statements and further details on cash flows
from discontinued operations in note 12.
Moving forward, our focus is on enhancing our capacity to generate free cash
flow and achieving a conversion rate of 40% of EBITDA by the end of FY26. We
will achieve this by eliminating legacy cash outflows, reducing exceptional
costs and optimising asset utilisation to decrease capital expenditures. By
bolstering our ability to generate cash, we can adopt a capital allocation
strategy that balances growth-oriented investments with enhanced returns for
our shareholders.
Investment projects
Expenditure in FY25
Asset optimisation is a key objective to improve our cash flow generation and
deliver a cash conversion rate of 40% of EBITDA in the coming years. As such
replacement capital expenditure will continue to be tightly controlled and is
expected to be between €70m and €80m in FY25. In addition, c.€50m of
IFRS 16 lease investments are anticipated, as further deliveries on the
replacement truck programme continue. Our medium-term ambition is to earmark
c. 30% of free cash flow annually to growth capital projects with return
hurdle rates of at least 16% on a pre-tax basis. Total growth capital spend in
FY25 is expected to be around €30m on a number of projects across the
divisions.
Return on assets
The Group return on operating assets on a continuing basis, excluding debt,
tax and goodwill, decreased to 19.9% at 31 March 2024 down from 30.0% at 31
March 2023 given the lower profits in FY24. The Group post-tax return on
capital employed on a total operations basis was 7.7% (FY23: 10.6%).
Treasury and cash management
Core net debt and leverage ratios
Core net debt excludes IFRS 16 lease liabilities and the net debt relating to
the UK PPP contracts which is non-recourse to the Group and secured over the
assets of the special purpose vehicles. Given the UK Municipal planned exit
and classification as asset held for sale all cash and borrowings relating to
the disposal group at 31 March 2024 are now shown in assets and liabilities
held for sale. Core net debt at 31 March 2024, excluding any core cash held in
UK Municipal, was €368.1m (FY23: €370.6m). Cash performance in the last
half resulted in lower net debt and a closing net debt to EBITDA ratio of
2.14x. Liquidity headroom including cash and undrawn facilities remained
sufficient at €307m.
Debt structure and strategy
All our core borrowings of bonds and loans are green financed. As at 31 March
2024, 78% of our core net debt was on a fixed rate. Most borrowings are long
term with the exception of the €75m Belgian green retail bonds due for
repayment in July 2024.
Debt Structure Mar 24 Mar 23* Variance
€m €m €m
Belgian Green retail bonds (200.0) (200.0) -
Green RCF (155.0) (102.5) (52.5)
Other Green loans (90.0) (105.0) 15.0
Gross borrowings before lease liabilities (445.0) (407.5) (37.5)
IAS 17 lease liabilities and other (5.2) (9.1) 3.9
Loan fees 3.1 2.3 0.8
Core cash 79.0 43.7 35.3
Core net debt (368.1) (370.6) 2.5
IFRS 16 lease liabilities (247.9) (245.8) (2.1)
Net debt continuing operations (616.0) (616.4) 0.4
*The FY23 numbers have been reclassified to reflect discontinued operations as
set out in note 2 in the consolidated financial statements.
In August 2023, the Group completed the renewal of its revolving credit
facility, part of its Euro denominated multicurrency green finance facility.
The size of the revolving credit facility (“RCF”) remains unchanged at
€400m and is for an initial five-year term to 2028 with two one-year
extension options to 2030 together with a €150m accordion option to increase
the facility subject to lender approval at that time. Interest remains based
on Euribor plus a margin grid based on leverage and green sustainability
metrics performance. Financial covenants remained unchanged and are now tested
semi-annually at September and March.
The introduction of IFRS 16 on 1 April 2019 brought additional lease
liabilities onto the balance sheet with an associated increase in assets.
Covenants on our main bank facilities remain on a frozen GAAP basis and
exclude IFRS 16 lease liabilities. The Group has complied with its banking
covenants during the period. The Group operates a committed invoice
discounting programme. The cash received for invoices sold at March 2024 was
€116.4m (March 2023: €84.7m).
Provisions and contingent liabilities
Further to the recognition of the UK Municipal business as asset held for sale
all associated long-term onerous contracts are included in the liabilities for
disposal group held for sale and outside of the total provisions value in the
balance sheet. Looking at provisions in continuing operations around 88% of
the Group’s provisions are long-term in nature relating to landfill
provisions. The provisions balance classified as due within one year amounts
to €21m, including €5m for restructuring, €1m for onerous contracts,
€10m for landfill related spend and €5m for environmental, legal and
others. Further details are provided in note 14 to the consolidated financial
statements.
Retirement benefits
The Group has a closed UK defined benefit pension scheme and at 31 March 2024,
the scheme had an accounting deficit of €7.6m (FY23: €4.3m). The change in
the year was due to lower returns on pension scheme assets which were only
partly offset by an increase in the discount rate assumption on scheme
liabilities. The triennial actuarial valuation of the scheme as at 5 April
2024 is underway. The Group’s funding plan has been maintained at the
current level of €3.5m per annum until December 2024. There are also several
defined benefit pension schemes for employees in the Netherlands and Belgium
which had a retirement benefit deficit of €5.3m at 31 March 2024, a €0.3m
increase from 31 March 2023.
Going concern
The Directors have adopted the going concern basis in preparing these
consolidated financial statements after assessing the Group’s principal
risks. Further details of the modelling and scenarios prepared are set out in
note 2 of the consolidated financial statements. The key judgement in both
scenarios is the possibility of weaker macroeconomic conditions, delivery of
the year on year profit enhancements together with the Group’s ability to
finance the funding of the UK Municipal exit through its existing RCF and
€120m bridge facilities and settle all other funding repayments as they fall
due. Having considered all the key judgements around the financial
projections, including the availability of financing and the achievability of
mitigating actions included and other levers not included, the Directors
confirm they have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and
to meet all banking covenants.
Divisional operating review
Commercial waste
Commercial Waste Revenue Underlying EBIT Operating profit
FY24 FY23 FY24 FY23 FY24 FY23
Netherlands Commercial 911.5 932.0 52.9 76.9 53.2 69.4
Belgium Commercial 476.2 468.4 45.6 52.4 42.9 65.3
Intra-segment revenue (3.0) (3.1) - - - -
Total (€m) 1,384.7 1,397.3 98.5 129.3 96.1 134.7
Year on year variance %
Netherlands Commercial -2% -31% -23%
Belgium Commercial 2% -13% -34%
Total -1% -24% -29%
Underlying Return on
EBIT margin operating assets
FY24 FY23 FY24 FY23
Netherlands Commercial 5.8% 8.3% 12.0% 19.3%
Belgium Commercial 9.6% 11.2% 27.9% 47.3%
Total 7.1% 9.3% 16.3% 25.4%
The return on operating assets excludes all landfill related provisions. The
underlying figures above are reconciled to statutory measures in notes 3 and
18 in the consolidated financial statements.
Commercial Waste revenues were lower over FY24 at €1,385m (FY23 €1,397m)
versus prior year due to lower recyclate prices and a weaker construction and
demolition market in the Netherlands. Underlying EBIT declined to €98.5m
(FY23 €129.3m) and operating profit was €96.1m (FY23 €134.7m). Recyclate
prices normalised following a sharp peak due to supply-chain disruption during
and directly after the Covid pandemic. In the second half of the year,
recyclate prices had largely stabilised around pre-covid levels, with the
exception of plastics which continued to be lower due to excess supply of
low-cost virgin plastic from abroad. Costs increased in line with inflation,
with higher labour costs across the division.
Throughout Commercial Waste there was a strong focus on cost savings, with
headcount reduction and improved asset utilisation helping to offset the
exceptionally high inflation. Cash performance was also a top priority, with
improvements in working capital management and a phased approach to capital
expenditure timing.
Commercial Waste Netherlands
Market developments
Overall economic activity was subdued in the Netherlands over the period, with
GDP growth over 2023 of 0.1% with most growth in the services sector leading
to lower volumes overall. In the Construction & Demolition segment, nitrogen
deposition caps limited new construction activities across the country,
resulting in decreased construction volumes and thus increased competition for
the remaining volumes. A fire at AVR, one of the main incinerators in the
Netherlands, took significant incineration capacity out of the market.
Operational developments
Through the period, Commercial Waste Netherlands retained its client base of
large construction companies, differentiating itself from competitors with its
circular offering, high safety standards and geographic footprint. In order to
meet customer demands and achieve its own green ambitions, Renewi purchased a
number of electric vehicles which have the added benefit of not contributing
to nitrogen deposition.
Decreased inbound Construction & Demolition volumes also resulted in decreased
outbound recyclate volumes. Over H2, Commercial Waste Netherlands saw a
stabilisation of the volumes from this segment. The reduced construction
activity is expected to persist until late 2024 or early 2025, after which
large residential construction projects currently backlogged around major
cities are expected to pick up. The rigid plastics line in Acht was
commissioned in the last quarter of FY24, and will ramp up over the course of
FY25.
Commercial Waste Netherlands had some notable client wins, with zero waste
contracts for Schiphol Airport, Rotterdam the Hague Airport, University of
Twente and the Ministry of Defence and Custodial Institution Agency.
Partnerships were concluded with Shell Refineries Pernis and Moerdijk for
total waste management and Vattenfall for the offtake of Green Gas as of
Q1FY25.
Financial results
Commercial Waste Netherlands revenues were €911.5m, down 2% year on year
driven by weaker volumes from the Construction & Demolition sector and lower
recyclate prices. Underlying EBIT was €52.9m, down 31% year on year due to
lower recyclate prices and underlying EBIT margin was 5.8%, down from 8.3% in
FY23. In order to protect margins through the period of reduced activity,
Commercial Waste Netherlands downscaled variable costs in line with the
decrease in volumes. Savings were achieved by increasing route density,
measures included in the Simplify programme, and a reduction in SG&A.
Operating profit was €53.2m, down 23% from €69.4m in FY23. Return on
operating assets was 12.0%.
Commercial Waste Belgium
Market developments
Over the course of FY24, the new VLAREMA 8 legislation was introduced which
requires a much more extensive sorting to limit the amount of material going
to incineration. This is a positive development for our business and the
introduction of this legislation was an important part of the investment case
for Renewi’s commissioning of an advanced sorting line in Ghent. As is often
the case, the implementation of this regulation had a delay between its
effective date and actual enforcement, initially enabling some waste
collecting companies to bypass the new sorting and recycling obligation.
During the course of the year, Renewi worked with the authorities to find
efficient ways of enforcing VLAREMA 8 resulting in increased compliance with
the new law and increased volumes to Commercial Waste Belgium’s recycling
facilities. Electricity prices were lower than anticipated in FY24, and labour
costs increased.
Operational highlights
Commercial Waste Belgium commissioned its new advanced sorting line in Ghent
in August, ramping up to 83kt of throughput by the end of FY24. A similar
advanced sorting line was to be commissioned in Puurs, but was postponed until
the enforcement of VLAREMA 8 corresponded with management expectations.
Commercial Waste Belgium had some notable client wins, including Total
Energies, BPost, Limburg.net, Nike, Puurs-St Amands (public), Infra group,
Molnlycke, VRT, Exel Composites (LA) and Sciensano (Haz Waste), Total (Feluy)
and the wins of SPF Penitentiaire and hospital Mouscron, reflecting our
successful approach in the care sector.
In terms of new commercial offerings, Commercial Waste Belgium introduced the
Zero Waste Container which allows customers to mix 5 waste streams into one
container and is fully VLAREMA 8 compliant, which is particularly attractive
to customers who have limited space. Commercial Waste Belgium’s food waste
offering was also an area of focus over FY24.
Financial Results
Commercial Waste Belgium revenues were €476.2m, up 2% year on year driven by
strong volumes helped by the enforcement of the VLAREMA 8 legislation in
Flanders. Despite cost measures, underlying EBIT was €45.6m down 13% year on
year due to lower recyclate prices and underlying EBIT margin was 9.6%, down
from 11.2% in FY23. Operating profit was €42.9m, 34% lower year on year.
Return on operating assets was 27.9%.
Mineralz & Water
Mineralz & Water FY24 FY23 Variance
€m €m %
Revenue 181.6 190.9 -5%
Underlying EBIT 9.6 0.5 n/a
Underlying EBIT margin 5.3% 0.3%
Operating profit 7.3 1.0 n/a
Return on operating assets 15.9% 0.8%
The return on operating assets excludes all landfill related provisions. The
underlying figures above are reconciled to statutory measures in notes 3 and
18 in the consolidated financial statements.
Market developments
Due to further product quality improvements and positive long term
environmental impact analysis, first signs of recovery in the civil
engineering market in which Mineralz & Water is active are visible.
Although the concrete and construction markets have shown low momentum,
concrete producers have increased interest in the use of recycled materials,
following the Dutch “Beton-akkoord” and the EU-directive regarding the use
of recycled materials.
Developments regarding the presence of PFAS, the emergence of possible new
regulations and best available removal techniques continue to be an important
topic in the wastewater purification and soil cleaning market. In both
markets, these developments can introduce both significant opportunities as
well as challenges to meet emerging regulatory requirements.
Operational highlights
M&W recovery continued on track over the course of FY24, with the re-design of
the production line to produce sand, gravel and filler for use in the concrete
and construction industry, rather than the previous unsorted product:
Thermally Treated Soil (TGG). As part of this turnaround, adjustments were
made to improve the quality and consistency of the sand and filler in order to
meet the technical requirements of concrete producers. Further important
milestones for entering the concrete market have been reached, including the
End of Waste (EOW) certification for gravel and filler. EOW for sand is
expected in FY25.
Offtake of the remaining inventory of legacy TGG stock is proceeding and in
FY24 another 100kton was transferred to buyers.
Investments in the efficiency of the packed chemical waste pyrolysis plant
have resulted in a new production throughput record.
Financial results
Mineralz & Water revenue was down 5% year on year mainly driven by termination
of unprofitable activities, including soil washing and bottom ash treatment
Underlying EBIT increased to €9.6m from €0.5 for FY23, primarily driven by
the turnaround related to soil treatment in H2 FY24, underlying market pricing
and efficiency improvements, also resulting in operating profit of €7.3m up
from €1m for FY23.
Specialities Division
Specialities FY24 FY23* Variance
€m €m %
Revenue 175.2 160.2 9%
Underlying EBIT 16.3 15.9 3%
Underlying EBIT margin 9.3% 9.9%
Operating profit 15.4 17.1 -10%
Return on operating assets 28.6% 35.4%
The underlying figures above are reconciled to statutory measures in notes 3
and 18 in the consolidated financial statements.
*The FY23 numbers have been reclassified to reflect discontinued operations as
set out in note 2 in the consolidated financial statements.
Maltha
Prices for glass cullet increased over the period as demand for recycled glass
continued to grow against a scarcity of glass shards.
Maltha showed continued excellent performance over FY24, benefitting from
price increases, partially offset by increased sourcing costs and cost
inflation. Volumes were slightly lower over FY23.
An investment in Polyvinyl butyral (PVB) was approved for the Lommel site in
Belgium in collaboration with several companies with the objective of being
able to recycle this material during FY24/25.
The Portugal site has been transformed over recent years, adding a roof, solar
panels and more recently installing an improvement in 2024 of an additional
external line for processing CSP (ceramics, stone & porcelain) material, large
volumes of which would normally be sent to landfill. The focus in the next
financial year will be to continue to expand the site to process more
material, improving the profitability through increased sales.
Maltha’s aim is to become the producer of the best quality cullet in Europe
and the supplier of choice to all glass producers. The technology upgrades
have also had positive effects on CO(2 )emissions, as they are more energy
efficient, which supports our clients’ and our own sustainability targets
and vision.
Coolrec
The market for e-waste continues to provide interesting opportunities for
growth. In addition to market growth from increased use of electrical
appliances, Extended Producer Schemes continue to up their efforts to increase
collection rates and regulators increase requirements for compliant recycling.
For instance, in the Netherlands a stimulus campaign aimed to improve
compliant treatment of cooling and freezing appliances yielded significant
results. In France, the regulator announced the requirement for electrical
boilers to be recycled starting January 2025.
On the back of these market developments, as well as continued commercial
success (e.g. contract extensions with the same or higher volumes), Coolrec
saw record volumes (up c.10% vs FY23). Coolrec is building a new boiler
treatment line in the North of France on the back of the new French boiler
regulation, operational Q4 of FY25, expecting to add 15kt of volumes over the
course of the coming three years.
Plastics prices, however, remained significantly depressed as international
plastics producers continued to supply virgin plastic at prices below recycled
to the European market, as a result of significant increases in production
capacity coming online, mostly in Asia. This will remain a point of attention
in FY25, and possibly beyond, as the supply/demand balance restores.
UK Municipal
At the Capital Markets Day in October 2023, Renewi announced its intention to
conduct a strategic review of the UK municipal business to evaluate divestment
due to the drag on cash, poor profit profile and lack of strategic fit. Renewi
has announced the divestment of UK Municipal, to be completed before 31
December 2024. As such, UK Municipal’s financial results are held as an
asset for sale throughout the financial statements. UK Municipal’s
performance over FY24 was in line with expectations.
Financial results
Revenue from Specialities excluding UK Municipal (now disclosed as
discontinued operations) was up 9% year on year to €175.2m and underlying
EBIT was up 3% to €16.3m with margin falling slightly. Operating profit was
€15.4m compared to €17.1m in FY23.
Consolidated Income Statement
For the year ended 31 March 2024
2024 Restated* 2023
Note Underlying €m Non-trading & exceptional items €m Total €m Underlying €m Non-trading & exceptional items €m Total €m
Revenue 3,4 1,689.2 - 1,689.2 1,703.9 - 1,703.9
Cost of sales 5 (1,351.2) (4.6) (1,355.8) (1,352.6) (7.3) (1,359.9)
Gross profit (loss) 338.0 (4.6) 333.4 351.3 (7.3) 344.0
Administrative expenses 5 (232.5) (3.3) (235.8) (219.6) 17.1 (202.5)
Operating profit (loss) 3 105.5 (7.9) 97.6 131.7 9.8 141.5
Finance income 5,6 1.5 - 1.5 0.9 - 0.9
Finance charges 5,6 (39.5) - (39.5) (27.7) - (27.7)
Share of results from associates and joint ventures 0.5 - 0.5 0.3 - 0.3
Profit (loss) before taxation 3 68.0 (7.9) 60.1 105.2 9.8 115.0
Taxation 5,7 (16.1) 1.2 (14.9) (30.8) 1.8 (29.0)
Profit (loss) for the year from continuing operations 51.9 (6.7) 45.2 74.4 11.6 86.0
Discontinued Operations
(Loss) profit for the year from discontinued operations 12 (3.5) (72.6) (76.1) 1.2 (20.6) (19.4)
Profit (loss) for the year 48.4 (79.3) (30.9) 75.6 (9.0) 66.6
Attributable to:
Owners of the parent 45.2 (79.3) (34.1) 71.9 (9.0) 62.9
Non-controlling interests 3.2 - 3.2 3.7 - 3.7
48.4 (79.3) (30.9) 75.6 (9.0) 66.6
Note 2024 cents 2023 cents
Earnings per share – total (loss) profit attributable to owners of the parent
Basic and diluted 8 (43) 79
Underlying basic and diluted 8 57 90
Earnings per share – profit from continuing operations attributable to owners of the parent
Basic and diluted 8 53 104
Underlying basic and diluted 8 61 89
* The 2023 comparatives have been restated to reclassify discontinued
operations and details are given in note 2 Basis of preparation and note 12.
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
2024 €m Restated* 2023 €m
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign subsidiaries 5.6 (8.0)
Exchange differences on translation of discontinued operations (7.8) 10.5
Fair value movement on cash flow hedges 3.1 (8.6)
Fair value movement on cash flow hedges of discontinued operations 1.1 12.3
Deferred tax on fair value movement on cash flow hedges (0.8) 2.3
Deferred tax on fair value movement on cash flow hedges of discontinued operations (0.3) (1.6)
Share of other comprehensive income of investments of discontinued operations accounted for using the equity method 0.1 0.3
1.0 7.2
Items that will not be reclassified to profit or loss:
Actuarial loss on defined benefit pension schemes (6.7) (15.5)
Deferred tax on actuarial loss on defined benefit pension scheme 1.7 3.8
Fair value movement on unlisted investments through other comprehensive income 1.8 -
Deferred tax on fair value movement on unlisted investments above (0.1) -
(3.3) (11.7)
Other comprehensive loss for the year, net of tax (2.3) (4.5)
(Loss) profit for the year (30.9) 66.6
Total comprehensive (loss) income for the year (33.2) 62.1
Attributable to:
Owners of the parent (36.4) 58.4
Non-controlling interests 3.2 3.7
Total comprehensive (loss) income for the year (33.2) 62.1
Total comprehensive income (loss) attributable to owners of the parent arising from:
Continuing operations 46.6 56.3
Discontinued operations (83.0) 2.1
(36.4) 58.4
* The 2023 comparatives have been restated to reclassify discontinued
operations and details are given in note 2 Basis of preparation and note 12.
Consolidated Balance Sheet
As at 31 March 2024
Note 31 March 2024 €m 31 March 2023 €m
Assets
Non-current assets
Goodwill and intangible assets 10 633.5 636.3
Property, plant and equipment 10 618.7 617.9
Right-of-use assets 10 253.9 253.1
Investments in joint ventures and associates (restated*) 9.0 10.2
Other investments (restated*) 17.7 4.6
Loans to associates and joint ventures 0.4 0.2
Financial assets relating to PPP contracts - 123.4
Derivative financial instruments 16 0.1 1.2
Other receivables 1.1 3.7
Deferred tax assets 28.0 35.6
1,562.4 1,686.2
Current assets
Inventories 23.4 25.2
Investments - 10.9
Loans to associates and joint ventures 0.6 0.8
Financial assets relating to PPP contracts - 7.6
Trade and other receivables 245.6 289.6
Derivative financial instruments 16 1.3 0.4
Current tax receivable 6.2 1.5
Cash and cash equivalents – including restricted cash 11 79.0 62.7
356.1 398.7
Assets classified as held for sale 12 137.7 0.6
493.8 399.3
Total assets 2,056.2 2,085.5
Liabilities
Non-current liabilities
Borrowings 11 (574.4) (681.6)
Derivative financial instruments 16 - (2.6)
Other non-current liabilities (11.0) (34.7)
Defined benefit pension schemes deficits 15 (12.9) (9.3)
Provisions 14 (177.5) (298.2)
Deferred tax liabilities (44.9) (46.4)
(820.7) (1,072.8)
Current liabilities
Borrowings 11 (120.6) (66.8)
Derivative financial instruments 16 - (1.9)
Trade and other payables (473.9) (521.8)
Current tax payable (20.5) (31.2)
Provisions 14 (21.5) (43.7)
(636.5) (665.4)
Liabilities of disposal group classified as held for sale 12 (285.0) -
(921.5) (665.4)
Total liabilities (1,742.2) (1,738.2)
Net assets 314.0 347.3
Issued capital and reserves attributable to the owners of the parent
Share capital 100.1 99.8
Share premium 474.5 474.1
Exchange reserve (14.4) (12.2)
Retained earnings (259.2) (224.5)
301.0 337.2
Non-controlling interests 13.0 10.1
Total equity 314.0 347.3
* Restated to show investments in joint ventures and associates separately
with details given in note 2 Basis of preparation.
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
Share capital €m Share premium €m Exchange reserve €m Retained earnings €m Non-controlling interests €m Total equity €m
Balance at 1 April 2023 99.8 474.1 (12.2) (224.5) 10.1 347.3
(Loss) profit for the year - - - (34.1) 3.2 (30.9)
Other comprehensive (loss) income:
Exchange loss on translation of foreign subsidiaries - - (2.2) - - (2.2)
Fair value movement on cash flow hedges - - - 4.2 - 4.2
Actuarial loss on defined benefit pension schemes - - - (6.7) - (6.7)
Fair value movement on unlisted investments - - - 1.8 - 1.8
Tax in respect of other comprehensive income items - - - 0.5 - 0.5
Share of other comprehensive income of investments accounted for using the equity method - - - 0.1 - 0.1
Total comprehensive (loss) income for the year - - (2.2) (34.2) 3.2 (33.2)
Dividend paid to non-controlling interests - - - - (0.3) (0.3)
Share-based compensation - - - 1.2 - 1.2
Proceeds from exercise of employee options 0.3 0.4 - - - 0.7
Own shares purchased by the Employee Share Trust - - - (1.7) - (1.7)
Balance as at 31 March 2024 100.1 474.5 (14.4) (259.2) 13.0 314.0
Balance at 1 April 2022 99.5 473.8 (14.7) (276.9) 7.0 288.7
Profit for the year - - - 62.9 3.7 66.6
Other comprehensive income (loss):
Exchange gain on translation of foreign subsidiaries - - 2.5 - - 2.5
Fair value movement on cash flow hedges - - - 3.7 - 3.7
Actuarial loss on defined benefit pension schemes - - - (15.5) - (15.5)
Tax in respect of other comprehensive income items - - - 4.5 - 4.5
Share of other comprehensive income of investments accounted for using the equity method - - - 0.3 - 0.3
Total comprehensive income for the year - - 2.5 55.9 3.7 62.1
Dividend paid to non-controlling interests - - - - (0.6) (0.6)
Share-based compensation - - - 2.7 - 2.7
Movement on tax arising on share-based compensation - - - (0.9) - (0.9)
Proceeds from exercise of employee options 0.3 0.3 - - - 0.6
Own shares purchased by the Employee Share Trust - - - (5.3) - (5.3)
Balance as at 31 March 2023 99.8 474.1 (12.2) (224.5) 10.1 347.3
Consolidated Statement of Cash Flows
For the year ended 31 March 2024
Note 2024 €m Restated* 2023 €m
Profit before tax from continuing operations 60.1 115.0
Finance income 6 (1.5) (0.9)
Finance charges 6 39.5 27.7
Share of results from associates and joint ventures (0.5) (0.3)
Operating profit from continuing operations 97.6 141.5
Operating loss from discontinued operations 12 (60.0) (20.1)
Impairment of non-current assets within disposal group 12 63.5 -
Amortisation and impairment of intangible assets 10 12.4 10.5
Depreciation and impairment of property, plant and equipment 10 71.3 69.5
Depreciation and impairment of right-of-use assets 10 53.2 49.1
Impairment of investment in associate - 0.9
Net gain on disposal of property, plant and equipment and intangible assets (1.9) (3.0)
Portfolio management and provision movements in non-trading and exceptional items 5 (13.2) 19.9
Net decrease in provisions 14 (20.4) (34.1)
Payment related to committed funding of the defined benefit pension schemes (3.5) (3.5)
Share-based compensation 1.2 2.7
Operating cash flows before movement in working capital 200.2 233.4
Increase in inventories (1.2) (2.1)
Decrease (increase) in receivables 15.7 (12.2)
Decrease in payables (9.7) (9.5)
Cash flows from operating activities 205.0 209.6
Income tax paid (36.3) (21.2)
Net cash inflow from operating activities 168.7 188.4
Investing activities
Purchases of intangible assets 10 (13.3) (9.9)
Purchases of property, plant and equipment 10 (86.1) (115.0)
Proceeds from disposals of property, plant and equipment 10 20.2 6.8
Acquisition of subsidiary, net of cash acquired 13 (1.4) (53.5)
Disposal of subsidiary and business assets net of acquisition of business assets 13 1.6 1.1
Net movements in associates, joint ventures and other short-term investments (0.2) (1.3)
Outflows in respect of PPP arrangements under the financial asset model net of capital received 5.9 6.0
Finance income 10.8 10.6
Net cash outflow from investing activities (62.5) (155.2)
Financing activities
Finance charges and loan fees paid (41.9) (31.3)
Investment in own shares by the Employee Share Trust (1.7) (5.3)
Proceeds from share issues 0.7 0.6
Dividend paid to non-controlling interest (0.3) (0.6)
Repayment of retail bonds - (100.0)
Proceeds from bank borrowings 11 439.5 565.0
Repayment of bank borrowings 11 (402.1) (405.6)
Repayment of PPP debt 11 (5.3) (8.1)
Repayment of obligations under lease liabilities 11 (55.3) (47.5)
Net cash outflow from financing activities (66.4) (32.8)
Net increase in cash and cash equivalents 39.8 0.4
Effect of foreign exchange rate changes 1.0 (1.3)
Cash and cash equivalents at the beginning of the year 62.7 63.6
Cash and cash equivalents at the end of the year 103.5 62.7
Cash and cash equivalents at the end of the year
Cash and cash equivalents – relating to continuing operations 11 79.0 62.7
Cash and cash equivalents – within assets held for sale 12 24.5 -
103.5 62.7
* The 2023 comparatives have been restated to reclassify discontinued
operations and details are given in note 2 Basis of preparation and note 12.
Notes to the Consolidated Financial Statements
1. General information
Renewi plc is a public limited company listed on the London Stock Exchange
with a secondary listing on Euronext Amsterdam. Renewi plc is incorporated and
domiciled in Scotland under the Companies Act 2006, registered number
SC077438. The address of the registered office is 16 Charlotte Square,
Edinburgh, EH2 4DF. The nature of the Group’s operations and its principal
activities are set out in note 3.
2. Basis of preparation
The financial information for the year ended 31 March 2024 as set out in this
preliminary announcement does not constitute the statutory accounts of the
Group for the relevant year within the meaning of section 435 of the Companies
Act 2006. The financial statements for the year ended 31 March 2024 are
audited. These accounts will be finalised on the basis of the financial
information presented by the Directors in the preliminary announcement and
will be delivered to the Registrar of Companies following the Company’s
annual general meeting. The Consolidated Income Statement, Consolidated
Statement of Comprehensive Income, Consolidated Statement of Changes in Equity
and Consolidated Statement of Cash Flows for the year ended 31 March 2023 and
the Consolidated Balance Sheet as at 31 March 2023 have been derived from the
full Group accounts published in the Annual Report and Accounts 2023 with
restatements as explained below. These have been delivered to the Registrar of
Companies and on which the report of the independent auditors was unqualified,
unmodified and did not contain a statement under section 498(2) or section
498(3) of the Companies Act 2006.
The financial information in this preliminary announcement has been prepared
with regards to UK adopted international accounting standards. The Group has
applied all accounting standards and interpretations issued relevant to its
operations and effective for accounting periods beginning on 1 April 2023. The
IFRS accounting policies have been applied consistently to all periods
presented and throughout the Group for the purpose of the consolidated
financial statements.
Going concern
The Directors have adopted the going concern basis in preparing these
consolidated financial statements after assessing the Group's principal risks
including an assessment of the impact of adverse macroeconomic conditions and
the funding required for the UK Municipal divestment.
The Directors have carried out a comprehensive assessment of the Group’s
ability to continue as a going concern. This assessment has involved the
review of medium-term cash flow and covenant modelling over a 24-month period
to 31 March 2026. This includes expectations on the future economic
environment as well as other principal risks associated with the Group’s
ongoing operations including the expected cash outflow including transaction
costs of €154m on the completion of the UK Municipal divestment and the
planned repayment of €75m retail bonds in July 2024 and €10m EUPP
repayment in December 2025. The assessment includes a base case scenario
setting out the Directors’ current expectations of future trading and a
downside scenario to assess the potential impact on the Group’s future
financial performance.
The key judgement in both scenarios is the possibility of weaker macroeconomic
conditions, delivery of the year on year profit enhancements together with the
Group’s ability to finance the funding of the UK Municipal exit and settle
all other funding repayments as they fall due. The repayment of the €75m
retail bond in July 2024 will be financed by drawdown on the Group’s
revolving credit facility whilst retaining significant liquidity headroom. As
set out in the borrowings section, the Group had unutilised committed
borrowings of €226.5m at 31 March 2024 available for drawdown subject to the
financial covenants. The key financial covenants are leverage ratio which is
based on net debt to covenant defined EBITDA and interest cover which is the
ratio of covenant defined interest to covenant defined EBIT. The funding for
the UK Municipal divestment is forecast to be required in September 2024 and
to ensure sufficient headroom is in place the Group has obtained a signed
commitment letter for a €120m bridge facility with three of its existing
lenders. On completing the relevant facility agreements that will be based on
the Group’s existing green finance facility agreement and covenants, the
bridge facility will be available for drawdown as and when required and is
expected to be in place by July 2024. In addition to this, the Group will
continue to utilise its invoice discounting facility whereby certain of its
trade receivables are sold for an upfront cash payment on a regular basis.
Post this transaction in the base case the Group has sufficient liquidity and
headroom in its banking facilities and no covenants are breached at any of the
forecast testing dates.
The downside scenario includes significantly weaker macroeconomic conditions
leading to volume declines below the forecast economic outlook in all our
territories in the current year and into FY26. Other downsides include a
decline in recyclate prices from the current levels to below long-term
averages along with operational downtime in some of our plants and reduced
delivery of additional cost savings and operational improvements. These
adverse factors before any mitigating actions reduce FY25 and FY26 underlying
EBIT by 33% and 30% respectively compared to the base case. A number of
mitigating actions have been applied to our downside modelling reducing the
underlying EBIT shortfall in FY25 to 16% lower than the base case. These
include the postponement of growth capital expenditure, reduction in certain
SG&A costs and central contingencies and the rephasing of certain project
costs. In this downside scenario the Group retains sufficient liquidity
headroom in its banking facilities. The leverage covenant is not breached at
any of the forecast testing dates. The interest cover covenant falls close to
its covenant level at March 2025 and then starts to increase throughout FY26.
There are other possible restructuring programmes under consideration that
could be instigated which have not been included in this downside scenario.
Given that the interest cover covenant ends up close to its covenant level in
the downside scenario a reverse stress test calculation has not been
performed.
Having considered all the key judgements around the financial projections,
including the availability of financing and the achievability of mitigating
actions included and other levers not included, the Directors confirm they
have a reasonable expectation that the Group has adequate resources to
continue in operational existence for the foreseeable future and to meet all
banking covenants.
In accordance with Provision 31 of the UK Corporate Governance Code, the
Directors have also assessed the prospects and financial viability of the
Company for a period longer than the 12 months from the approval of the
financial statements required in the going concern assessment.
Changes in presentation
Discontinued operations
On 28 September 2023 the Group announced that a comprehensive review of the UK
Municipal business was being undertaken, and it was exploring a range of
options to achieve an exit from this segment. Towards the end of March 2024,
the Board decided to pursue a conclusion with the preferred party and as a
result, on 30 May 2024, the Group has entered into a binding agreement to sell
UK Municipal to Biffa Limited, a leading UK-wide integrated waste management
business. The criteria for asset held for sale have been met after the Board
meeting in March 2024 and therefore the UK Municipal assets and liabilities
are presented as held for sale. The UK Municipal disposal (previously reported
within the Specialities division) meets the definition of a discontinued
operation as stated in IFRS 5 Non-current assets held for sale and
discontinued operations, therefore the net results are presented as
discontinued operations in the Income Statement and the prior year Income
Statement, Statement of Comprehensive Income, Statement of Cash Flows and
related notes have been restated.
Investments in joint ventures and associates
In the prior year the investments in joint ventures and associates were
combined with other unlisted investments on the face of the balance sheet
under the heading ‘Investments.’ In the current year management have
improved the disclosure by showing investments in joint ventures and
associates separately on the face of the balance sheet.
Adoption of new and revised accounting standards
No accounting standards, amendments or revisions to existing standards or
interpretations have been effective which had a significant impact on the
Group’s consolidated financial results or position.
The amendment to IAS 1 Disclosure of Accounting Policies requires companies to
disclose their material accounting policy information rather than their
significant accounting policies. The result of applying the amended
requirements is to reduce the volume of accounting policies disclosed.
New standards and interpretations not yet adopted
Standards and interpretations issued by the International Accounting Standards
Board (IASB) are only applicable if endorsed by the UK Endorsement Board
(UKEB). At the date of approval of these financial statements there were no
new IFRSs or IFRS Interpretation Committee interpretations which were early
adopted by the Group.
The following amendments are effective for the period beginning 1 April 2024:
* IAS 7/IFRS 7 (Amendment - Disclosure of Supplier Finance Arrangements)
* IFRS 16 (Amendment – Lease Liability in a Sale and Leaseback)
* IAS 1 Presentation of Financial Statements (Amendment – Classification of
Liabilities as Current or Non-current)
* IAS 1 Presentation of Financial Statements (Amendment – Non-current
Liabilities with Covenants)
The following amendments are effective for the period beginning 1 April 2025:
* IAS 21 The Effects of Changes in Foreign Exchange Rates (Amendment – Lack
of Exchangeability)
The Group does not expect a significant impact from any of the new accounting
standards and amendments.
Exchange Rates
In addition to the Group’s presentational currency of Euros, the most
significant currency for the Group is Sterling with the closing rate on 31
March 2024 of €1:£0.855 (2023: €1:£0.879) and an average rate for the
year ended 31 March 2024 of €1:£0.866 (2023: €1:£0.870).
Critical accounting judgements and estimates
The preparation of financial statements in accordance with IFRS requires
management to make judgements, estimates and assumptions that affect the
application of policies and reported amounts of assets and liabilities, income
and expenditure. The areas involving a higher degree of judgement or
complexity are set out below and in more detail in the related notes. Critical
estimates are defined as those that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within
the next financial year. The estimates and associated assumptions are based on
factors including historical experience and expectations of future events that
are considered to be relevant and reasonable. These estimates, assumptions and
judgements are reviewed on an ongoing basis.
Judgements in applying the Group’s accounting policies
Use of alternative performance measures
The Group uses alternative performance measures as we believe these measures
provide additional useful information on the underlying trends, performance
and position of the Group. These underlying measures are used by the Group for
internal performance analysis and incentive compensation arrangements for
employees. The term ‘underlying’ refers to the relevant measure being
reported for continuing operations excluding non-trading and exceptional
items. These include underlying earnings before interest and tax (underlying
EBIT), underlying profit before tax, underlying profit after tax, underlying
earnings per share and underlying EBITDA (earnings before interest, tax,
depreciation and amortisation). The terms ‘EBIT’, ‘EBITDA’,
‘exceptional items’, ‘adjusted’ and ‘underlying’ are not defined
terms under IFRS and may therefore not be comparable with similarly titled
profit measures reported by other companies. These measures are not intended
to be a substitute for, or superior to, GAAP measurements of profit. A full
list of alternative performance measures together with reconciliations are set
out in note 18.
Non-trading and exceptional items
In establishing which items are disclosed separately as non-trading and
exceptional to enable a better understanding of the underlying financial
performance of the Group, management exercise judgement in assessing the size,
nature or incidence of specific items. A policy for non-trading and
exceptional items is followed consistently and is submitted to the Audit
Committee for
annual review. See note 5 for further details of the costs included within
this category.
Assets held for sale and discontinued operations
Management has used judgement to determine that the criteria of IFRS 5
Non-current assets held for sale and discontinued operations have been met, as
at 31 March 2024, for the intended disposal of the UK Municipal business that
was underway. Management judgement has also been used when determining whether
to include certain current assets and current liabilities within the UK
Municipal disposal group held for sale and in considering the appropriate
treatment of the additional pre-tax loss on remeasurement of the assets held
for sale of €63.5m. It is expected that an excess payment is made to the
purchaser, therefore there is an impairment under IFRS 5 above the net
liability position. This is first allocated to all in IFRS 5 scope non-current
assets. IFRS 5 does not provide any guidance regarding how to account for any
excess of impairment where in-scope non-current assets are already fully
written down. An accounting policy has been adopted where the excess
impairment is allocated to the non-current financial assets relating to PPP
contracts.
Key sources of estimation uncertainty
Landfill related provisions
The Group has landfill related provisions of €161.9m (2023: €164.5m).
These provisions are long term in nature and are recognised at the net present
value of the best estimate of the likely future cash flows to settle the
Group’s obligations. The period of aftercare post-closure and the level of
costs expected are uncertain and could be impacted by changes in inflation,
legislation and technology and can vary significantly from site to site. The
timings of cash outflows are uncertain and have been based on management’s
latest expectations. A discount rate is applied to recognise the time value of
money and is unwound over the life of the provision.
Onerous contract provisions
Onerous contract provisions arise when the unavoidable costs of meeting
contractual obligations exceed the cash flows expected. The Group has total
onerous contract provisions of €131.2m (2023: €141.9m), including those
disclosed within disposal group held for sale, which have been provided for at
the lower of the net present value of either exiting the contract or
fulfilling our obligations under the contract. The most significant component
of these provisions relates to UK Municipal PPP contracts which amount to
€129.5m (2023: €139.3m), which have now been transferred to the disposal
group as shown in note 12. The provisions have been based on the best estimate
of likely future cash flows including assumptions on inflationary increases,
tonnage inputs, off-take availability and recyclates pricing. The contracts
include revenue inflationary clauses which together with cost inflation are
sources of estimation uncertainty. A discount rate is applied to recognise the
time value of money and is unwound over the life of the provision.
Taxation
In the first instance management will always use deferred tax liabilities,
relating to the same tax authority and the same taxable entity, that are
already recognised as a source of taxable profits. The recognition of deferred
tax assets in excess of the reversal of deferred tax liabilities, particularly
in respect of tax losses, is based upon management’s judgement in the
calculation of the probable expected taxable profits in the relevant legal
entity or tax group against which to utilise the assets in the future. In
respect of tax losses, the time expiry period, if any, is also taken into
account in the calculation. The Group assesses the availability of future
taxable profits using available long-term forecasts. The predictability of
income streams is taken into consideration in the recognition of deferred tax
assets. The longest period of forecasts used to calculate deferred tax
recovery is ten years. This period reflects management’s estimate of the
higher probability profit streams due to income streams from internal
receivables which are highly predictable and likely to continue for the
foreseeable future. The intention is to avoid the recognition of a deferred
tax asset that is not ultimately recovered. Provisions have been recognised
where necessary in respect of any uncertain tax positions in the Group,
including uncertainty over whether the relevant tax authority will accept the
tax treatment and are based upon management’s evaluation of the potential
outcomes of the relevant discussions with the tax authorities.
Other areas of focus
Whilst not considered to be critical accounting judgements or key sources of
estimation uncertainty, the following are areas of focus for management:
Assumptions used to determine the recoverable amount of goodwill and other
assets
Impairment testing of goodwill is carried out annually at a cash generating
unit (CGU) level. The Group estimates the recoverable amount of a CGU using a
value in use model which involves an estimation of future cash flows and
applying appropriate discount and long-term growth rates. The future cash
flows are derived from approved forecasts which have taken into account
current and forecast economic conditions. The Group assesses the impairment of
tangible assets, intangible assets and investments whenever there is reason to
believe that the carrying value may exceed the fair value and where a
permanent impairment in value is anticipated. The determination of whether the
impairment of these assets is necessary involves the use of estimates that
include, but is not limited to, the analysis of the cause, the timing and
expected future cash flows.
Assumptions used to determine the carrying amount of the Group’s defined
benefit pension schemes
The calculation of the present value of the defined benefit pension schemes is
determined by using actuarial valuations based on assumptions including
discount rate, life expectancy and inflation rates.
Waste disposal cost accruals
Management have used judgement in determining the value of disposal cost
accruals with a carrying amount included in accruals and other payables of
€45.3m (2023: €51.8m). Included in this is €20.2m (2023: €21.1m)
relating to previously processed soil and other materials at ATM. The value is
determined by management’s best estimate after carrying out an assessment of
the cost per tonne to dispose of the waste based on historical transactions,
signed contracts, discussions with potential customers and knowledge of the
market, as in some cases there is no observable market data. Management carry
out sensitivity analysis on a range of potential outcomes and an increase or
reduction of the cost per tonne by 10% would impact the ATM accrual by
€2.0m. It is expected that the disposal of certain components will take
longer than 12 months and consequently €11m has been recorded as a
non-current liability.
Consideration of climate change
In preparing the financial statements, the Directors have considered the
impact of climate change, particularly in the context of the risks identified
as part of the work on the Taskforce for Climate-related Financial Disclosures
(TCFD). Sustainability is recognised as a growth driver for Renewi, directly
aligned to its purpose to protect the world by giving life to used materials,
and is considered in all key decisions across all management levels. The
Directors have commenced a pilot quantitative exercise based on certain risks
identified in the TCFD disclosures and now have models that greatly enhance
our understanding of the potential impact of these risks on revenue and
operating costs, where relevant.
Physical climate change poses risks to our operations and supply chain.
However, mitigation measures are either already in place, or are in the
process of being further developed. In response to increased impacts from
extreme heat, we continually invest to avoid and mitigate the impact of fires
as one of the greatest operational risks in the waste industry. These
investments are in processes and systems of fire prevention, detection, and
suppression.
Climate change is not considered to have a material adverse impact on the
financial reporting judgements and estimates. In particular, the impact of
climate change has been considered in respect of the following areas in both
the medium and long term:
* Going concern and viability of the Group over the next three years
* Cash flow forecasts used in the impairment assessments of non-current assets
including goodwill, customer contracts and deferred tax assets
* Carrying value and useful economic lives of property, plant and equipment.
The Directors are aware of the ever-changing risk of climate change and will
regularly assess these risks against judgements and estimates made in
preparation of the Group’s financial statements.
3. Segmental reporting
The Group’s chief operating decision maker is considered to be the Board of
Directors. The Group’s reportable segments are determined with reference to
the information provided to the Board of Directors, in order for it to
allocate the Group’s resources and to monitor the performance of the Group.
These segments are unchanged from March 2023 and are set out below:
Commercial Waste Collection and treatment of commercial waste in the Netherlands and Belgium.
Mineralz & Water Decontamination, stabilisation and re-use of highly contaminated materials to produce certified secondary products for the construction industry in the Netherlands and Belgium.
Specialities Processing plants focusing on recycling and diverting specific waste streams. The continuing operations are in the Netherlands, Belgium, France and Portugal, with the UK operations classified as discontinued in the year.
Group central services Head office corporate function.
The profit measure the Board of Directors uses to evaluate performance is
underlying EBIT. The Group accounts for inter-segment trading on an arm’s
length basis.
The Commercial Waste reportable segment includes the Netherlands Commercial
Waste and Belgium Commercial Waste operating segments which have been
aggregated and reported as one reportable segment as they operate in similar
markets in relation to the nature of the products, services, processes and
type of customer.
Revenue 2024 €m Restated* 2023 €m
Netherlands Commercial Waste 911.5 932.0
Belgium Commercial Waste 476.2 468.4
Intra-segment (3.0) (3.1)
Commercial Waste 1,384.7 1,397.3
Mineralz & Water 181.6 190.9
Specialities 175.2 160.2
Inter-segment revenue (52.3) (44.5)
Total revenue from continuing operations 1,689.2 1,703.9
* The comparatives have been restated to classify the UK Municipal segment
(previously reported within the Specialities segment) as a discontinued
operation.
Results 2024 €m Restated* 2023 €m
Netherlands Commercial Waste 52.9 76.9
Belgium Commercial Waste 45.6 52.4
Commercial Waste 98.5 129.3
Mineralz & Water 9.6 0.5
Specialities 16.3 15.9
Group central services (18.9) (14.0)
Underlying EBIT from continuing operations 105.5 131.7
Non-trading and exceptional items (note 5) (7.9) 9.8
Operating profit from continuing operations 97.6 141.5
Finance income (note 6) 1.5 0.9
Finance charges (note 6) (39.5) (27.7)
Share of results from associates and joint ventures 0.5 0.3
Profit before taxation and discontinued operations 60.1 115.0
* The comparatives have been restated to classify the UK Municipal segment
(previously reported within the Specialities segment) as a discontinued
operation.
Net assets Commercial Waste €m Mineralz & Water €m Specialities €m Group central services €m Tax, net debt and derivatives €m Total continuing operations €m Discontinued operations €m Total €m
31 March 2024
Gross non-current assets 1,148.0 257.7 84.6 44.0 28.1 1,562.4 - 1,562.4
Gross current assets 200.7 26.5 39.6 8.2 86.5 361.5 132.3 493.8
Gross liabilities (392.2) (212.7) (42.9) (49.0) (760.4) (1,457.2) (285.0) (1,742.2)
Net assets (liabilities) 956.5 71.5 81.3 3.2 (645.8) 466.7 (152.7) 314.0
31 March 2023
Gross non-current assets 1,143.8 262.6 211.1 31.9 36.8 1,686.2 - 1,686.2
Gross current assets 206.6 35.2 75.0 17.9 64.6 399.3 - 399.3
Gross liabilities (379.3) (216.5) (239.0) (72.9) (830.5) (1,738.2) - (1,738.2)
Net assets (liabilities) 971.1 81.3 47.1 (23.1) (729.1) 347.3 - 347.3
4. Revenue
The following tables show the Group’s continuing revenue by
type of service delivered and by primary geographical markets:
By type of service Commercial Waste €m Mineralz & Water €m Specialities* €m Inter-segment €m Total €m
2024
Inbound 1,129.0 163.5 34.6 (47.4) 1,279.7
Outbound 165.0 18.1 140.0 (4.6) 318.5
On-site 66.9 - - (0.3) 66.6
Other 23.8 - 0.6 - 24.4
Total revenue 1,384.7 181.6 175.2 (52.3) 1,689.2
2023 restated*
Inbound 1,089.6 153.2 27.0 (40.0) 1,229.8
Outbound 218.0 37.7 132.6 (4.3) 384.0
On-site 63.6 - - (0.2) 63.4
Other 26.1 - 0.6 - 26.7
Total revenue 1,397.3 190.9 160.2 (44.5) 1,703.9
By geographical market Commercial Waste €m Mineralz & Water €m Specialities* €m Inter-segment €m Total €m
2024
Netherlands 910.2 163.8 78.0 (49.4) 1,102.6
Belgium 474.5 17.8 46.1 (2.9) 535.5
France - - 29.9 - 29.9
Other - - 21.2 - 21.2
Total revenue 1,384.7 181.6 175.2 (52.3) 1,689.2
2023 restated*
Netherlands 931.2 159.2 69.3 (42.2) 1,117.5
Belgium 466.1 31.7 46.6 (2.3) 542.1
UK* - - - - -
France - - 27.1 - 27.1
Other - - 17.2 - 17.2
Total revenue 1,397.3 190.9 160.2 (44.5) 1,703.9
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
Revenue from continuing operations recognised at a point in time amounted to
€1,460.3m (2023: €1,483.1m) with the remainder recognised over time. The
majority of the Commercial Waste and Specialities revenue is recognised at a
point in time, whereas for Mineralz & Water 70% of revenue (2023: 62%) is
recognised over time.
5. Non-trading and exceptional items
To improve the understanding of the Group’s financial performance, items
which are not considered to reflect the underlying performance are presented
as non-trading and exceptional items. Items classified as non-trading and
exceptional are disclosed separately due to their size or incidence to enable
a better understanding of performance. These include, but are not limited to,
significant impairments, significant restructuring of the activities of an
entity including employee associated severance costs, acquisition and disposal
related transaction costs, significant fires, onerous contracts arising from
restructuring activities or if significant in size, profit or loss on disposal
of properties or subsidiaries as these are irregular, the impact of
terminating hedge derivatives, ineffectiveness of derivative financial
instruments, the impact of changing the discount rate on provisions,
amortisation of acquisition related intangibles and one-off tax credits or
charges. The amortisation charge on acquisition related intangible assets is
excluded from underlying results due to its non-trading nature in the same way
as other significant items from M&A activity are excluded. The performance of
the acquired business is assessed as part of the Group’s underlying revenue
and EBIT. By excluding this amortisation charge there is comparability across
divisions and reporting periods.
2024 €m Restated* 2023 €m
Renewi 2.0 improvement programme 1.0 3.7
Portfolio management activity:
Merger and acquisition related activity 1.0 -
Prior years disposals (2.1) (1.7)
Business line closure in the Mineralz & Water division 5.5 -
Disposal of business assets in the Mineralz & Water division - (3.8)
4.4 (5.5)
Changes in long-term provisions:
Changes in discount rate (1.5) 4.1
Release of legal provision relating to the alleged State Aid claim in Belgium - (15.1)
(1.5) (11.0)
Other items:
Restructuring programme 5.8 -
Property disposals and other (7.9) -
Reversal of prior year property, plant and equipment impairment - (2.0)
(2.1) (2.0)
Amortisation of acquisition related intangibles 6.1 5.0
Non-trading and exceptional items in profit before tax 7.9 (9.8)
Tax on non-trading and exceptional items (1.2) (1.8)
Total non-trading and exceptional items in profit after tax (continuing operations) 6.7 (11.6)
Discontinued operations:
Changes in discount rate (3.2) (5.8)
Impairment of non-current assets within disposal group & other related expenses 64.5 -
UK Municipal reassessment of onerous contract provisions - 27.1
Ineffectiveness and impact of termination of cash flow hedges (0.2) (0.9)
Non-trading and exceptional items in profit before tax 61.1 20.4
Tax on non-trading and exceptional items (see note 12) 11.5 0.2
Total non-trading and exceptional items in profit after tax (discontinued operations) 72.6 20.6
Total non-trading and exceptional items in profit after tax 79.3 9.0
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
Renewi 2.0 improvement programme
As noted in the year to March 2023 financial statements, the programme is now
completed with final costs of €1.0m coming through and the €20m run rate
of savings have now been delivered. The costs in the year of €1.0m (2023:
€3.7m) were recorded in administrative expenses.
Portfolio management activity
During the year certain operations in the Mineralz & Water division were
ceased, generating a loss of €5.5m, including impairment charge of €2.3m.
The current year M&A related activity costs of €1.0m (2023: €nil) relate
to strategic initiatives. The prior years disposals credit of €2.1m (2023:
€1.7m) related to the release of a provision for a previous business
disposal following the closure of outstanding tax matters at 31 March 2024.
The credit recognised in the prior year relates to an insurance claim recovery
in relation to a prior disposal. In the prior year certain business assets in
the Mineralz & Water division were sold generating a profit of €3.8m. These
are all recorded in administrative expenses. The line item portfolio
management and provision movements in non-trading and exceptional items in the
Statement of Cash Flows includes an add back of €2.0m credit (2023: €5.5m)
and the line item disposal of subsidiary and business assets net of
acquisition of business assets includes the cash inflow of €nil (2023:
€1.7m) from portfolio management activity.
Changes in long-term provisions
The credit for changes in discount rate of €1.5m is a result of the annual
reassessment of risk free rates which have impacted all long-term provisions.
The prior year charge of €4.1m, restated for the reclassification of
discontinued operations, related to the annual reassessment of risk free rates
which impacted all long-term provisions.
On 3 March 2023, the European Commission concluded its formal investigation
and determined that the Belgian Walloon Region did not provide State Aid to
the Group and therefore the provision of €15.1m has been released.
The total credit of €1.5m (2023: €11.0m credit) was split €1.5m (2023:
€4.1m charge) to cost of sales and €nil (2023: €15.1m credit) to
administrative expenses. The line item portfolio management and provision
movements in non-trading and exceptional items in the Statement of Cash Flows
reflects an add back of the credit of €4.7m (2023: €25.4m charge) from
changes in provisions.
Other items
The €5.8m restructuring programme cost in the year relates to an ongoing
SG&A cost saving programme.
The €7.9m credit for property disposals during the year includes profit from
the disposal of the Hemweg site in Amsterdam and others.
In the prior year the reversal of a prior year property, plant and equipment
impairment of €2.0m related to the Maltha CGU within Specialities as a
result of improvement in performance.
The total credit of €2.1m (2023: €2.0m) was split €nil (2023: €2.0m)
in cost of sales and €2.1m (2023: €nil) in administrative expenses. The
line item portfolio management and provision movements in non-trading and
exceptional items in the Statement of Cash Flows includes an add back of the
€6.5m credit (2023: €nil) in respect of other items.
Amortisation of acquisition related intangibles
Amortisation of intangible assets acquired in business combinations of €6.1m
(2023: €5.0m) is all recorded in cost of sales.
Other
In addition to the non-trading and exceptional items, outlined above, each
year there may be other one-off operating items that are considered part of
the underlying performance, as they do not meet the definition of non-trading
and exceptional items per our accounting policy. There is a c€5m favourable
impact this year of one-off items arising from some accrual releases and other
settlements.
Included within discontinued operations (note 12)
The credit for changes in discount rate of €3.2m (2023: €5.8m) is a result
of the annual reassessment of risk free rates which have impacted all
long-term provisions.
The carrying value of the disposal group has been assessed against the
anticipated capitalisation as well as the disposal costs and this has resulted
in a pre-tax loss on remeasurement of €63.5m plus disposal costs already
incurred of €1.0m.
The €0.2m credit (2023: €0.9m) relates to the ineffectiveness of the
Cumbria PPP project interest rate swaps as a result of a revised repayment
programme for the PPP non-recourse debt.
In the prior year there was a reassessment of onerous contract provisions in
UK Municipal of €27.1m due to revised assumptions on both life cycle spend
and cost inflation, combined with lower volumes at the ELWA contract partially
offset by the indexation of customer pricing.
6. Net finance charges
2024 €m Restated* 2023 €m
Finance charges
Interest on borrowings 20.1 14.0
Lease liabilities interest 9.2 7.6
Unwinding of discount on provisions (note 14) 4.1 4.2
Interest charge on retirement benefit schemes (note 15) 0.3 -
Other finance costs 5.8 1.9
Total finance charges 39.5 27.7
Finance income
Interest income on retirement benefit schemes (note 15) - (0.2)
Other finance income (1.5) (0.7)
Total finance income (1.5) (0.9)
Net finance charges 38.0 26.8
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
7. Taxation
The tax charge based on the profit for the year from continuing operations is
made up as follows:
2024 €m Restated* 2023 €m
Current tax
UK corporation tax
- Current year 2.0 3.7
- Adjustment in respect of prior years (2.7) (1.2)
Overseas tax
- Current year 20.7 26.4
- Adjustment in respect of prior years (1.7) 0.2
Total current tax charge 18.3 29.1
Deferred tax
- Origination and reversal of temporary differences in the current year (3.4) (1.5)
- Adjustment in respect of prior years - 1.4
Total deferred tax credit (3.4) (0.1)
Total tax charge for the year 14.9 29.0
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation. The current tax charge increased by €1.5m and
deferred tax credit reduced by €1.0m.
Uncertain tax positions
As referenced in the March 2023 financial statements, the Dutch Tax
Authorities have issued assessments adjusting the interest rate applied for
tax purposes on some intra group loans from the UK to the Netherlands. The
assessments have been appealed by the Group given that the interest rate
charged of 5.9% is based on a detailed transfer pricing study and the Group
intends to file an application under a Mutual Agreement Procedure (“MAP”).
No net provision (2023: €1.4m) is included in the accounts, with the prior
year provision being released, as the potential adjustment in the Netherlands
is now expected to be offset by a compensating adjustment in the UK. At the
expected outcome, there is a potential benefit of an additional deferred tax
asset of €3.5m in the UK which will not be recognised until the MAP process
is completed and the outcome is certain. It is noted that the maximum exposure
in respect of this topic is calculated to be €6.1m (current tax charge
€2.1m, deferred tax charge €4.0m) should the Group be wholly unsuccessful
in its defence, which is reduced from the prior year amount of €11.6m
(current tax charge €2.1m, deferred tax charge €9.5m) due to additional
compensating adjustments in the UK.
Amendments to IAS 12 Income Taxes – International Tax Reform – Pillar Two
Model Rules
The Group has adopted the amendments to IAS 12 for the first time in the
current year. The IASB amended the scope of IAS 12 to clarify that the
Standard applies to income taxes arising from tax law enacted or substantively
enacted to implement the Pillar Two model rules published by the OECD,
including tax law that implements qualified domestic minimum top-up taxes
described in those rules.
The amendments introduce a temporary exception to the accounting requirements
for deferred taxes in IAS 12, so that an entity would neither recognise nor
disclose information about deferred tax assets and liabilities related to
Pillar Two income taxes. The Group has applied the temporary exception issued
by the IASB in May 2023 from the accounting requirements for deferred taxes in
IAS 12. Accordingly, the Group neither recognises nor discloses information
about deferred tax assets and liabilities related to Pillar Two income taxes.
Pillar Two legislation has been enacted or substantively enacted in certain
jurisdictions that the Group operates, with effect from 1 January 2024. An
assessment of the potential exposure to Pillar Two income taxes has been
performed, and based on this assessment, the Group primarily operates in
jurisdictions where Pillar Two effective tax rates are higher than 15%. There
may be a limited number of jurisdictions where the transitional safe harbour
relief may not be available, however, the Group does not expect a significant
exposure to Pillar Two income taxes in respect of these jurisdictions.
Amendments to IAS 12 Income Taxes – Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
In May 2021, amendments were issued to IAS 12, which narrow the scope of the
initial recognition exemption under IAS 12, so that it no longer applies to
transactions that give rise to equal taxable and deductible temporary
differences. The amendments are effective from 1 January 2023 and have no
material impact on the Group, in particular since the Group did not apply the
initial recognition exemption in the context of leases under IFRS 16.
8. Earnings per share
Underlying basic and diluted earnings per share exclude non-trading and
exceptional items, net of related tax. Non-trading and exceptional items are
those items that are disclosed separately on the face of the Income Statement,
because of their size or incidence, to enable a better understanding of
performance. The Directors believe that adjusting earnings per share in this
way enables comparison with historical data calculated on the same basis to
reflect the business performance in a consistent manner and reflect how the
business is managed and measured on a day to day basis.
2024 Restated* 2023
Basic Dilutions Diluted Basic Dilutions Diluted
Weighted average number of shares (million) 79.7 - 79.7 79.4 0.2 79.6
(Loss) profit after tax (€m) (30.9) - (30.9) 66.6 - 66.6
Non-controlling interests (€m) (3.2) - (3.2) (3.7) - (3.7)
(Loss) profit after tax attributable to ordinary shareholders (€m) (34.1) - (34.1) 62.9 - 62.9
Basic (loss) earnings per share (cents) (43) - (43) 79 - 79
(Loss) profit after tax attributable to ordinary shareholders (€m) (34.1) - (34.1) 62.9 - 62.9
Add back loss from discontinued operations (€m) 76.1 - 76.1 19.4 - 19.4
Profit after tax attributable to ordinary shareholders from continuing operations (€m) 42.0 - 42.0 82.3 - 82.3
Basic earnings per share (cents) – continuing operations 53 - 53 104 - 104
The reconciliation between underlying earnings per share and basic earnings
(loss) per share is as follows:
2024 Restated* 2023
Cents €m Cents €m
Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders 57 45.2 90 71.9
Adjustments:
Non-trading and exceptional items (continuing & discontinued) (87) (69.0) (13) (10.6)
Tax on non-trading and exceptional items (continuing & discontinued) (13) (10.3) 2 1.6
Basic & diluted (loss) earnings per share/(Loss) earnings after tax attributable to ordinary shareholders (43) (34.1) 79 62.9
Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders from continuing operations 61 48.7 89 70.7
Adjustments:
Non-trading and exceptional items from continuing operations (10) (7.9) 13 9.8
Tax on non-trading and exceptional items from continuing operations 2 1.2 2 1.8
Basic & diluted earnings per share/Earnings after tax attributable to ordinary shareholders from continuing operations 53 42.0 104 82.3
Underlying basic & diluted earnings per share/Underlying profit after tax attributable to ordinary shareholders from discontinued operations (4) (3.5) 1 1.2
Adjustments:
Non-trading and exceptional items from discontinued operations (77) (61.1) (26) (20.4)
Tax on non-trading and exceptional items from discontinued operations (15) (11.5) - (0.2)
Basic & diluted (loss) earnings per share/Loss after tax attributable to ordinary shareholders from discontinued operations (96) (76.1) (25) (19.4)
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
The weighted average number of shares takes into account the movements in the
Renewi Employee Share Trust. The Trust owns 600,326 £1 shares (0.7%) (2023:
853,223 £1 shares (1.1%)) of the issued share capital of the Company in trust
for the benefit of employees of the Group. During the year, 544,967 (2023:
400,597) £1 shares were transferred to individuals under the LTIP and DAB
schemes for proceeds of €0.7m (2023: €0.6m). During the year, 292,070 £1
shares (2023: 700,969 £1 shares) were purchased by the Trust at a cost of
€1.7m (2023: €5.3m).
9. Dividends
The Directors have proposed a final dividend of 5 pence per share, being 5.8
cents per share at the year end exchange rate, totalling €4.7m for the year
ended 31 March 2024 (2023: nil).
10. Goodwill, intangible assets, property, plant and equipment,
right-of-use assets
Goodwill €m Intangible Assets €m Property, plant and equipment €m Right-of-use assets €m Total €m
Net book value at 1 April 2022 551.6 41.2 553.6 213.8 1,360.2
Additions/modifications - 8.7 117.9 57.4 184.0
Acquisitions through business combinations 17.4 27.9 19.0 38.4 102.7
Disposals - - (4.9) (5.4) (10.3)
Transferred to Assets held for sale - - (0.1) - (0.1)
Transfer from right-of-use assets to property, plant and equipment - - 2.0 (2.0) -
Amortisation and depreciation charge - (10.5) (69.8) (47.3) (127.6)
Impairment charge - - (1.7) (2.3) (4.0)
Reversal of a prior year’s impairment charge - - 2.0 0.5 2.5
Exchange rate changes - - (0.1) - (0.1)
Net book value at 31 March 2023 569.0 67.3 617.9 253.1 1,507.3
Additions/modifications - 11.7 82.6 66.6 160.9
Acquisitions through business combinations 0.7 0.9 - 0.1 1.7
Disposals (1.4) (1.5) (10.0) (6.4) (19.3)
Transferred to Assets held for sale - - (5.4) - (5.4)
Transfer from right-of-use assets to property, plant and equipment - - 5.0 (5.0) -
Amortisation and depreciation charge - (12.4) (69.3) (52.1) (133.8)
Impairment charge - - (2.8) (1.1) (3.9)
Reversal of a prior year’s impairment charge - - 0.8 - 0.8
Transferred to disposal group classified as held for sale - (0.9) (0.1) (1.4) (2.4)
Exchange rate changes - 0.1 - 0.1 0.2
Net book value at 31 March 2024 568.3 65.2 618.7 253.9 1,506.1
At 31 March 2024, the Group had property, plant and equipment commitments of
€45.0m (2023: €53.1m), right-of-use asset commitments of €21.9m (2023:
€17.7m) and intangible asset commitments of €7.8m (2023: €7.6m).
11. Cash and borrowings
Cash and cash equivalents are analysed as follows:
2024 €m 2023 €m
Cash at bank and in hand - core 79.0 43.7
Cash at bank - restricted relating to PPP contracts* - 19.0
Total cash and cash equivalents 79.0 62.7
* The current year balance of €22.9m has been transferred to assets held for
sale as part of the UK Municipal disposal group, so is no longer part of the
above disclosure – see note 12.
Borrowings are analysed as follows:
2024 €m 2023 €m
Non-current borrowings
Retail bonds – fixed interest rates 124.7 199.5
Bank loans and private placements – fixed interest rates 89.6 89.6
Revolving credit facility – floating interest rates 152.6 101.1
Lease liabilities 207.5 208.3
PPP non-recourse debt - 83.1
574.4 681.6
Current borrowings
Retail bonds – fixed interest rates 75.0 -
Bank loans and private placements – fixed interest rates - 15.0
Bank overdrafts – floating interest rates 0.1 0.1
Lease liabilities 45.5 46.5
PPP non-recourse debt - 5.2
120.6 66.8
PPP non-recourse debt was transferred during the year to a disposal group
classified as held for sale (see note 12).
Retail bonds
At 31 March 2024, the Group had two issues of green retail bonds. The green
retail bonds of €75m (2023: €75m) maturing in July 2024 have an annual
gross coupon of 3.00% and the green retail bonds of €125m (2023: €125m)
maturing in July 2027 have an annual gross coupon of 3.00%. The green retail
bonds are unsecured and have cross guarantees from members of the Group.
Bank loans – fixed interest rates and floating interest rates
At 31 March 2024, the Group had a Euro denominated multicurrency green finance
facility of €455m (2023: €470m) including a €400m (2023: €400m)
revolving credit facility (RCF) and €55m (2023: €70m) European private
placements (EUPP).
In August 2023, the Group completed the renewal of its revolving credit
facility of €400m for an initial five year term with two one-year extension
options together with a €150m accordion option to increase the facility
subject to lender approval at that time. The extension option does not give
rise to an embedded derivative. At 31 March 2024 €155.0m (2023: €102.5m)
of the RCF was drawn for borrowings in Euros with floating interest rates. The
remaining €245.0m (2023: €297.5m) was available for drawing of which
€48.5m (2023: €48.5m) was allocated for ancillary overdraft and guarantee
facilities. The RCF qualifies as green financing as per the Green Finance
Framework and is aligned to the International Capital Market Association Green
Bond Principles and the Loan Market Association Green Loan Principles. There
are three green KPIs which result in an interest rate margin adjustment
dependent upon performance against pre-determined targets that were agreed
with the Lenders. The green KPIs are non-financial and specific to the
performance of the Group in the following areas: recycling and recovery rate,
carbon avoidance, lost time injury frequency. The impact of the margin
adjustment is insignificant, and therefore the IFRS 9 Financial instruments
solely principal payments and interest criteria are met and it is appropriate
to account for the RCF on an amortised cost basis.
The EUPP has a maturity of December 2025 for €10m with a fixed interest rate
of 2.916% and November 2029 for €45m at a fixed interest rate of 4.676%.
The Group has a bank loan of €10m loan repayable in one lump sum on 10
November 2027 at a fixed interest rate of 4.22% and a finance contract with
the European Investment Bank for a facility of €40m of which €25m is drawn
at a fixed interest rate of 3.572% repayable in seven equal annual instalments
commencing on 15 December 2025.
Movement in total net debt
At 1 April 2023 €m Cash flows €m Acquired (Note 13) €m Other non-cash changes €m Transferred to disposal group held for sale (Note 12) €m Exchange movements €m At 31 March 2024 €m
RCF and overdrafts – floating interest rates (101.2) (52.4) - 0.9 - - (152.7)
Bank loans and private placements – fixed interest rates (104.6) 15.0 - - - - (89.6)
Retail bonds (199.5) - - (0.2) - - (199.7)
Lease liabilities (254.8) 55.3 - (60.0) 6.8 (0.3) (253.0)
Debt excluding PPP non-recourse debt (660.1) 17.9 - (59.3) 6.8 (0.3) (695.0)
PPP non-recourse debt (88.3) 5.3 - - 85.4 (2.4) -
Total gross debt (748.4) 23.2 - (59.3) 92.2 (2.7) (695.0)
Cash and cash equivalents – core 43.7 35.8 0.7 - (1.6) 0.4 79.0
Cash and cash equivalents – restricted relating to PPP contracts 19.0 3.3 - - (22.9) 0.6 -
Total net debt (685.7) 62.3 0.7 (59.3) 67.7 (1.7) (616.0)
Analysis of total net debt:
Net debt excluding PPP non-recourse net debt (616.4) 53.7 0.7 (59.3) 5.2 0.1 (616.0)
PPP non-recourse net debt (69.3) 8.6 - - 62.5 (1.8) -
Total net debt (685.7) 62.3 0.7 (59.3) 67.7 (1.7) (616.0)
At 31 March 2024 the balance of interest accrued relating to total borrowings
was €6.1m (2023: €5.9m) and was included within the accruals and other
payables balance. This balance was after finance charges of €41.8m (2023:
€29.1m) (including the finance charges impact of the interest rate swaps)
net of a cash outflow of €41.9m (2023: €31.3m) (excluding €2.8m (2023:
€0.4m) of loan fees) and €0.2m (2023: €0.2m) relating to exchange rate
changes.
Analysis of movement in total net debt
2024 €m 2023 €m
Net increase in cash and cash equivalents 39.8 0.4
Net decrease (increase) in borrowings and lease liabilities 23.2 (3.8)
Cash flows in total net debt 63.0 (3.4)
Bank loans and lease liabilities acquired through a business combination - (37.7)
Lease liabilities entered into during the year (60.0) (57.4)
Lease liabilities cancelled during the year - 5.4
Capitalisation of loan fees 2.8 0.3
Amortisation of loan fees (2.1) (1.0)
Transferred to disposal group classified as held for sale (note 12) 67.7 -
Exchange (loss) gain (1.7) 2.6
Movement in net debt 69.7 (91.2)
Total net debt at beginning of year (685.7) (594.5)
Total net debt at end of year (616.0) (685.7)
12. Assets classified as held for sale, discontinued operations
and disposal group
The Group had €137.7m (2023: €0.6m) of assets classified as held for sale
at 31 March 2024, €132.3m (2023: €nil) relates to assets classified as
held for sale within the UK Municipal disposal group and €5.4m (2023:
€0.6m) relates to land and buildings in the Mineralz & Water Division which
are expected to be sold within the next 12 months.
The intended UK Municipal disposal meets the definition of a discontinued
operation as stated in IFRS 5 Non-current assets held for sale and
discontinued operations, therefore the net results and the loss on
remeasurement to fair value less cost of sale are presented as discontinued
operations in the Income Statement and the prior year Income Statement and
Statement of Cash Flows have been restated. The UK Municipal business was
previously reported within the Specialities segment, as disclosed in note 3.
Income statement in relation to the discontinued operations:
2024 2023
Underlying €m Non-trading & exceptional items €m Total €m Underlying €m Non-trading & exceptional items €m Total €m
Revenue 179.9 - 179.9 188.4 - 188.4
Cost of sales (172.1) 3.2 (168.9) (177.4) (21.3) (198.7)
Gross profit (loss) 7.8 3.2 11.0 11.0 (21.3) (10.3)
Administrative expenses (6.5) (1.0) (7.5) (9.8) - (9.8)
Loss on remeasurement fair value less costs to sell - (63.5) (63.5) - - -
Operating profit (loss) 1.3 (61.3) (60.0) 1.2 (21.3) (20.1)
Finance income 9.0 0.2 9.2 8.9 0.9 9.8
Finance charges (12.4) - (12.4) (11.3) - (11.3)
Share of results from associates and joint ventures 0.4 - 0.4 (0.3) - (0.3)
Loss before taxation (1.7) (61.1) (62.8) (1.5) (20.4) (21.9)
Taxation (1.8) (11.5) (13.3) 2.7 (0.2) 2.5
(Loss) profit for the year (3.5) (72.6) (76.1) 1.2 (20.6) (19.4)
Details of the non-trading & exceptional items are set out in note 5. The
taxation charge of €11.5m includes the de-recognition of a deferred tax
asset of €11.7m previously recognised where the future recoverability of
these losses is now considered uncertain. Finance income line above includes
€8.1m (2023: €8.6m) of interest receivable on financial assets relating to
PPP contracts.
2024 €m 2023 €m
Other comprehensive income from discontinued operations
Exchange differences on translation of discontinued operations (7.8) 10.5
Fair value movement on cash flow hedges of discontinued operations 1.1 12.3
Deferred tax on fair value movement on cash flow hedges of discontinued operations (0.3) (1.6)
Share of Other Comprehensive Income of investments of discontinued operations accounted for using the equity method 0.1 0.3
Total other comprehensive (loss) income from discontinued operations (6.9) 21.5
Cash flow information in relation to the discontinued operations
Net cash outflow from operating activities (11.4) (10.4)
Net cash inflow from investing activities 16.1 17.0
Net cash outflow from financing activities (13.4) (18.4)
Net movement in cash (8.7) (11.7)
On 28 September 2023, the Group announced that a comprehensive review of the
UK Municipal business, part of the Specialities operating segment, was being
undertaken and it was exploring a range of options to achieve an exit from
this segment. Towards the end of March 2024, the Board decided to pursue a
conclusion with the preferred party and as a result, on 30 May 2024, the Group
has entered into a binding agreement to sell UK Municipal to Biffa Limited, a
leading UK-wide integrated waste management business. A nominal cash
consideration will be received for the divestment and UK Municipal will be
transferred with the appropriate assets and capitalisation to ensure
fulfilment of its contractual obligations. Capitalisation is expected to
require a cash injection of approximately £125m (€146m) into the disposal
group on completion. The divestment is expected to complete before 31 December
2024, subject to receipt of a limited suite of regulatory and other consents.
The criteria for asset held for sale have been met after the Board meeting in
March 2024 and therefore the UK Municipal assets and liabilities are presented
as held for sale.
Assets classified as held for sale and related liabilities are as follows:
Amounts transferred into disposal group €m Remeasurement under IFRS 5 €m Disposal Group at 31 March 2024 €m
Assets classified as held for sale
Intangible assets (note 10) 0.9 (0.9) -
Property, plant and equipment (note 10) 0.1 (0.1) -
Right-of-use assets (note 10) 1.4 (1.4) -
Investments in joint ventures and associates 2.8 (2.8) -
Financial assets relating to PPP contracts 127.6 (58.3) 69.3
Trade and other receivables 31.6 - 31.6
Inventories 3.0 - 3.0
Cash – core 1.6 - 1.6
Cash – restricted 22.9 - 22.9
Deferred tax assets 0.6 - 0.6
Current tax receivable 1.6 - 1.6
Derivative financial instruments 1.7 - 1.7
Total assets of disposal group held for sale 195.8 (63.5) 132.3
Liabilities directly associated with assets classified as held for sale
External borrowings – Lease liabilities (6.8) - (6.8)
External borrowings – PPP debt (85.4) - (85.4)
Provisions: OCPs & Others (129.6) - (129.6)
Deferred tax liabilities (1.8) - (1.8)
Current tax payable (0.5) - (0.5)
Derivative financial instruments (1.7) - (1.7)
Trade and other payables (59.2) - (59.2)
Total liabilities of disposal group held for sale (285.0) - (285.0)
Net liabilities held for sale/Carrying value (89.2) (63.5) (152.7)
The carrying value of the disposal group has been assessed against the
anticipated capitalisation as well as the disposal costs and this has resulted
in a pre-tax loss on remeasurement of the assets held for sale of €63.5m.
This remeasurement is first allocated to all in IFRS 5 scope non-current
assets. As outlined in the critical judgements and estimates section of the
basis of preparation, a policy has been adopted where the excess impairment is
allocated to the non-current financial assets relating to PPP contracts. The
charge has been recognised in the Income Statement in relation to the
discontinued operation as an exceptional administrative expense, leading to
the charge being recognised within the non-trading and exceptional items
column in the loss for the year from discontinued operations line in the
Consolidated Income Statement.
The UK Municipal disposal group has recognised cumulative exchange differences
on translation through other comprehensive income totalling a loss of €2.9m
and cumulative fair value movements on cash flow hedges of a loss of €0.8m
at 31 March 2024, which will be recognised in the final loss on sale on
completion of the transaction.
13. Acquisitions and disposals
Acquisitions
In February 2024 Commercial Waste Belgium acquired Aannemingen Jef Meeus BV an
entity which processes rockwool for a cash consideration of €2.1m. The
assets acquired were €0.1m plant and equipment, other assets and liabilities
of €0.3m (including €0.7m of cash acquired) with €0.9m allocated to an
acquisition related intangible for customer relationships and the balance of
€0.7m to goodwill. In the period from the acquisition to 31 March 2024 the
contribution to the Group’s revenue and profit before tax was limited, given
the seasonality of the business, and the entity was merged into the main
Commercial Waste Belgium trading entity. If the acquisition had been completed
on the first day of the financial year, the business would have contributed
€0.8m to the Group’s revenue and a profit of €0.2m to the Group’s
profit before tax. Acquisition related costs are minimal and have been
recognised within administrative costs.
In the prior year, the Netherlands Commercial division acquired 100% of the
share capital of GMP Exploitatie B.V. and its subsidiaries (subsequently
renamed Renewi Westpoort Holding B.V.) for cash consideration of €53.5m. The
asset identification and fair value allocation processes were finalised in the
same year and resulted in a final fair value of the net identifiable assets
acquired of €36.4m including €27.6m intangible assets, €18.0m property,
plant and equipment, €38.4m right-of-use assets, €7.0m bank loan and
€30.7m lease liabilities with resultant goodwill arising on acquisition of
€17.1m. In addition, the division completed a business assets acquisition
for cash consideration of €1.6m, the fair value of net assets acquired was
€1.3m (including intangible assets of €0.3m and €1.0m of plant and
machinery) resulting in €0.3m of goodwill.
Disposals
On 1 September 2023, the Netherlands Commercial division disposed of 100% of
the share capital of Buro ontwerp & omgeving B.V. to GMP Groep B.V. for a cash
consideration of €2.3m. The net assets of the entity sold totalled €2.3m
including €1.4m of goodwill, €0.7m cash and €0.1m of lease liabilities
resulting in no profit or loss on disposal.
In the prior year, the Mineralz & Water division disposed of net liabilities
totalling €3.6m in relation to its North business for a cash consideration
of €0.2m generating a profit on sale of €3.8m which has been recorded as a
non-trading and exceptional item in line with the Group’s policy due to the
significant value of the profit. In addition, the Specialities division sold
its Maltha Hungary entity. Net liabilities of €0.8m were sold for a cash
consideration net of cash sold of €0.1m which generated a profit on sale of
€0.9m. The profit on sale which included the impact of a recycled cumulative
currency translation has been recorded in underlying EBIT.
14. Provisions
Site restoration and aftercare €m Onerous contracts €m Legal and warranty €m Restructuring €m Other €m Total €m
At 1 April 2023 164.5 141.9 7.5 3.0 25.0 341.9
Acquisition through business combinations - - - - 0.3 0.3
Provided in the year 4.0 1.0 0.2 7.8 4.2 17.2
Released in the year (2.3) (0.9) (2.4) (0.9) (2.1) (8.6)
Finance charges – unwinding of discount 4.2 5.4 - - 0.1 9.7
Utilised in the year (7.0) (16.9) (0.6) (4.6) (2.0) (31.1)
Exceptional impact of change in discount rates (1.6) (3.1) - - - (4.7)
Transferred to disposal group classified as held for sale (note 12) - (129.5) - (0.1) - (129.6)
Exchange rate changes 0.1 3.7 0.1 - - 3.9
At 31 March 2024 161.9 1.6 4.8 5.2 25.5 199.0
Within one year 10.3 0.9 1.1 5.2 4.0 21.5
Between one and five years 51.6 0.5 0.7 - 6.9 59.7
Between five and ten years 48.0 0.2 0.4 - 4.2 52.8
Over ten years 52.0 - 2.6 - 10.4 65.0
At 31 March 2024 161.9 1.6 4.8 5.2 25.5 199.0
Within one year 11.3 18.9 4.0 3.0 6.5 43.7
Between one and five years 40.6 62.3 0.4 - 6.0 109.3
Between five and ten years 61.9 32.8 0.5 - 3.3 98.5
Over ten years 50.7 27.9 2.6 - 9.2 90.4
At 31 March 2023 164.5 141.9 7.5 3.0 25.0 341.9
Site restoration and aftercare
The Group’s unavoidable costs have been reassessed at the year end and the
NPV fully provided for. The site restoration provisions at 31 March 2024
relate to the cost of final capping and covering of the landfill and mineral
extraction sites. These site restoration costs are expected to be paid over a
period of up to 27 years (2023: 28 years) from the balance sheet date.
Aftercare provisions cover post closure costs of landfill sites which include
such items as monitoring, gas and leachate management and licensing. For
aftercare provisions relating to Dutch landfill sites where the province
administers and controls the aftercare fund, payments are made to the province
at predetermined dates over a period of up to 10 years. Where the Group is
responsible for the aftercare the dates of payments of these aftercare costs
are uncertain but are anticipated to be over a period of at least 30 years
from closure of the relevant landfill site. All site restoration and aftercare
costs have been estimated by management based on current best practice and
technology available and may be impacted by a number of factors including
changes in legislation and technology.
Onerous contracts
Onerous contract provisions arise when the unavoidable costs of meeting
contractual obligations exceed the cash flows expected. They are provided for
at the lower of the NPV of either exiting the contracts or fulfilling our
obligations under the contracts. The provisions have been calculated on the
best estimate of likely future cash flows over the contract term based on the
latest projections, including assumptions on inflationary increases, tonnage
inputs, off-take availability and recyclates pricing. The provisions are to be
utilised over the period of the contracts to which they relate with the latest
date being 2040. The majority of these contracts are now treated as part of
the disposal group classified as held for sale, see note 12.
Legal and warranty
Legal and warranty provisions relate to legal claims, warranties and
indemnities. Under the terms of the agreements for the disposal of certain
businesses, the Group has given a number of warranties and indemnities to the
purchasers which may give rise to payments. The Group has a liability until
the end of the contractual terms in the agreements. The Group considers each
warranty provision based on the nature of the business disposed of and the
type of warranties provided with judgement used to determine the most likely
obligation.
On 6 February 2020 the European Commission announced its decision to initiate
a formal investigation in which it alleges that the Walloon Region of Belgium
provided state aid to the Group in relation to the Cetem landfill. An adverse
judgement would have required the Walloon Region to seek repayment from the
Group and a provision of €15.1m was recognised. On 3 March 2023 the European
Commission concluded its formal investigation and determined that the Belgian
Walloon Region did not provide State Aid to the Group. As a result the
provision was released during the year ended 31 March 2023 and there is no
longer a contingent liability.
Restructuring
The restructuring provision primarily relates to redundancy and related costs
incurred as a result of restructuring initiatives. The provision is expected
to be spent in the following twelve months as affected employees leave the
business.
Other
Other provisions includes dilapidations €10.0m (2023: €10.9m),
long-service employee awards €6.2m (2023: €6.0m) and other environmental
liabilities €9.3m (2023: €8.1m). The dilapidations provisions are
determined on a site-by-site basis using internal expertise and experience and
are calculated as the most likely cash outflow at the end of the contracted
obligation. The provisions will be utilised over the period up to 2072.
15. Defined benefit pension schemes
The Group has the legacy Shanks UK defined benefit scheme which provides
pension benefits for pensioners, deferred members and eligible UK employees
which is closed to new entrants and to future benefit accrual. In addition
there are a number of defined benefit pension schemes eligible for certain
employees in both the Netherlands and Belgium.
The amounts recognised in the Income Statement were as follows:
2024 €m 2023 €m
Current service cost 1.6 1.7
Curtailment - (0.3)
Interest expense (credit) on scheme net liabilities (note 6) 0.3 (0.2)
Net defined benefit pension schemes charge before tax 1.9 1.2
The amounts recognised in the balance sheet were as follows:
2024 €m 2023 €m
Present value of deferred benefit obligations (211.4) (201.1)
Fair value of plan assets 198.5 191.8
Defined benefit pension schemes net deficit (12.9) (9.3)
Related deferred tax asset 3.2 2.4
Net defined pension schemes liability (9.7) (6.9)
Classified as:
Defined benefit pension schemes deficit - included in non-current liabilities (12.9) (9.3)
The legacy Shanks UK defined benefit scheme moved by €3.3m from a deficit of
€4.3m at 31 March 2023 to a deficit of €7.6m at 31 March 2024. This was
due to lower returns on pension scheme assets which were only partly offset by
an increase in the discount rate assumption on scheme liabilities.
16. Financial instruments at fair value
The Group uses the following hierarchy of valuation techniques to determine
the fair value of financial instruments:
* Level 1: quoted (unadjusted) prices in active markets for identical assets
or liabilities
* Level 2: other techniques for which all inputs which have a significant
effect on the recorded fair value are observable, either directly or
indirectly
* Level 3: techniques which use inputs which have a significant effect on the
recorded fair value that are not based on observable market data
During the year ended 31 March 2024, there were no transfers between level 1
and level 2 fair value measurements, but there has been a transfer from level
2 to level 3.
The other unlisted non-current investments, comprising unconsolidated
companies, were included in level 2 for the year ended 31 March 2023, as the
fair value approximated to observable book values, being the original purchase
price. In the current year there has been a movement in the valuation of these
investments, such that they are now carried at a fair value that is not based
on observable market data. The fair value of these investments has been
calculated through discounting future cash flows, being the best estimate of
future dividend income streams discounted using the applicable cost of equity.
The significant unobservable inputs used in the level 3 fair value
measurements were the risk adjusted discount rate and the expected cash
inflows from dividends. The risk adjusted discount rate of 12.19% (2023:
16.34%) has been used in the fair value measurement. Increasing either the
discount rate or cash inflows by +/- 5% leads to changes in fair values that
are less than €1.0m, and it is concluded that no reasonably possible change
to either of these assumptions would result in a material change to the fair
value of the investment.
Valuation techniques used to derive level 2 fair values:
* In the prior year, other unlisted non-current investments comprise
unconsolidated companies where the fair value approximates the book value.
* Valuations for investment funds are provided by the fund manager.
* Derivative financial instruments are determined by discounting the future
cash flows using the applicable period-end yield curve.
* The fair values of the fixed interest rate bank loans and private placements
are determined by discounting the future cash flows using the applicable
period-end yield curve.
* The fair value of retail bonds is based on indicative market pricing.
Valuation techniques used to derive level 3 fair values:
* In the current year, the unlisted non-current investments, comprising
unconsolidated companies, have been fair valued by discounting the expected
future cash flows from dividend income streams using a pre-tax expected market
rate of return.
The table below presents the Group’s assets and liabilities measured at fair
values. The Group considers that the fair value of all other financial assets
and financial liabilities are not materially different to their carrying
value.
Level 2 Level 3 Total
2024 €m 2023 €m 2024 €m 2023 €m 2024 €m 2023 €m
Assets
Unlisted non-current investments - 4.6 6.4 - 6.4 4.6
Short-term investments 11.3 10.9 - - 11.3 10.9
Derivative financial instruments 1.4 1.6 - - 1.4 1.6
12.7 17.1 6.4 - 19.1 17.1
Liabilities
Derivative financial instruments - 4.5 - - - 4.5
Bank loans and private placements – fixed interest rates 95.0 110.6 - - 95.0 110.6
Retail bonds 195.4 196.5 - - 195.4 196.5
290.4 311.6 - - 290.4 311.6
17. Contingent liabilities
Since 2017 ATM has faced challenges in the offtake of thermally treated soil.
There are discussions ongoing on the application of thermally treated soil in
certain areas in the Netherlands and it cannot be ruled out that this could
result in liability for damages resulting from third-party claims in the
future.
All sites need to operate in alignment with the related permits and when new
regulatory requirements come into force, the Group may need to undertake
additional expenditure to align to new standards. No account is taken of any
potential changes until the new obligations are fully defined and enforceable.
Due to the nature of the industry in which the business operates, from time to
time the Group is made aware of claims or litigation arising in the ordinary
course of the Group’s business. Provision is made for the Directors’ best
estimate of all known claims and all such legal actions in progress. The Group
takes legal advice as to the likelihood of success of claims and actions and
no provision is made where the Directors consider, based on that advice, that
the action is unlikely to succeed or a sufficiently reliable estimate of the
potential obligation cannot be made. None of these other matters are expected
to have a material impact.
Under the terms of sale agreements, the Group has given a number of
indemnities and warranties relating to businesses sold in prior periods.
Different warranty periods are in existence and it is assumed that these will
expire within 15 years. Based on management’s assessment of the most likely
outcome appropriate warranty provisions are held.
In respect of contractual liabilities the Group and its subsidiaries have
given guarantees and entered into counter indemnities of bonds and guarantees
given on their behalf by sureties and banks totalling €231.4m (2023:
€229.2m).
18. Alternative performance measures (APMs) and reconciliations
In accordance with the Guidelines on APMs issued by the European Securities
and Markets Authority, and considering the thematic reviews undertaken by AFM
(MarketWatch – February 2024) and the Financial Reporting Council (October
2021), additional information is provided on the APMs used by the Group below.
The Directors use APMs as they believe these measures provide additional
useful information on the underlying trends, performance and position of the
Group. These measures are used for internal performance analysis. These terms
are not defined terms under IFRS and may therefore not be comparable with
similarly titled measures used by other companies. These measures are not
intended to be a substitute for, or superior to, IFRS measurements.
During the year the Directors have removed underlying EBITDA margin from the
APMs, as it is no longer a key internal metric being used within the business,
with the main focus being on underlying EBIT margin, the figure is also easily
derived from the financial statements should users wish to calculate it for
continuity or comparability. The Directors have also changed the calculation
of free cash flow conversion to be based on underlying EBITDA rather than
underlying EBIT, as adding back depreciation and amortisation removes some
significant non-cash items from the calculation.
Financial Measure Closest GAAP measure or equivalent calculation How we define it Why we use it
Underlying EBIT Operating profit Operating profit excluding non trading and exceptional items which are defined in note 5. The adjustments made between Provides insight into profit generation and is the measure used by management to make decisions as it provides consistency and comparability of the ongoing performance between periods
underlying and statutory figures can also be seen on the face of the Consolidated Income Statement
Underlying EBIT margin Operating profit margin Underlying EBIT as a percentage of revenue Provides insight into margin development and trends
Underlying EBITDA Operating profit Underlying EBIT before depreciation, amortisation and impairment of property, plant and equipment, right-of-use assets, Measure of earnings and cash generation to assess operational performance
intangible assets and investments, profit or loss on disposal of property, plant and equipment, intangible assets and
subsidiaries
Underlying profit before tax Profit before tax Profit before tax excluding non trading and exceptional items Facilitates underlying performance evaluation
Underlying EPS EPS Earnings per share excluding non-trading and exceptional items Facilitates underlying performance evaluation
Underlying effective tax rate Effective tax rate on profit before tax The effective tax rate on underlying profit before tax Provides a more comparable basis to analyse the tax rate
Return on operating assets Operating profit divided by net assets Last 12 months underlying EBIT divided by a 13-month average of net assets excluding core net debt, IFRS 16 lease liabilities, Provides a measure of the return on assets across the Divisions and the Group excluding goodwill and acquisition related intangible balances
derivatives, tax balances, goodwill and acquisition related intangibles
Underlying post-tax return on capital employed Profit after tax divided by net assets Last 12 months underlying EBIT as adjusted by the Group effective tax rate divided by a 13-month average of net assets excluding Provides a measure of the Group return on assets taking into account the goodwill and acquisition related intangible balances
core net debt, IFRS 16 lease liabilities and derivatives
Adjusted free cash flow Total of net cash inflow from operating activities plus net outflow from investing activities Net cash generated from operating activities including interest, tax and replacement capital spend and excluding cash flows from Measure of cash generation in the underlying business available to fund growth capital projects and invest in acquisition. We classify our capital spend into general replacement expenditure and growth capital projects.
non-trading and exceptional items, Covid-19 tax deferral payments, settlement of historic ATM soil liabilities and cash flows
relating to the UK PPP contracts. Payments to fund defined benefit pension schemes are also excluded as these schemes are now
closed to both new members and ongoing accrual and as such relate to historic liabilities. The Municipal contract cash flows are
excluded because they principally relate to onerous contracts as reported in exceptional charges in the past and caused by
adverse market conditions not identified at the inception of the contract
Non-trading and exceptional cash flow items N/A Renewi 2.0 and other exceptional cash flows are presented in cash flows from operating activities and are included in the Provides useful information on non-trading and exceptional cash flow spend
categories in note 3.3, net of opening and closing Balance Sheet positions
Free cash flow Total of net cash inflow from operating activities plus net cash outflow from investing activities Net cash generated from operating activities, including interest, tax and replacement capital spend Measure of cash available after regular replacement capital expenditure and historic liabilities to pay dividends, fund growth capital projects and invest in acquisitions
Free cash flow/EBITDA conversion Total of net cash inflow from operating activities plus net cash outflow from investing activities Total of net cash inflow from operating activities plus net cash outflow from investing activities divided by operating profit The ratio of free cash flow to underlying EBITDA Provides an understanding of how profits convert into cash
Growth capital expenditure N/A Growth capital projects which include the innovation portfolio and other large strategic investments Provides an understanding of how cash is being spent to grow the business
Total cash flow Net movement in cash and cash equivalents Total cash flow is the movement in net debt excluding loan fee capitalisation and amortisation, exchange movements, movement in Provides an understanding of total cash flow of the Group
PPP cash and PPP non-recourse debt, additions to IFRS 16 lease liabilities and lease liabilities acquired through a business
combination
Core cash Cash and cash equivalents Core cash excludes cash and cash equivalents relating to UK PPP contracts The cash relating to UK PPP contracts is not freely available to the Group and is excluded from financial covenant calculations of the main multicurrency green finance facility therefore excluding this gives a suitable measure of cash for the Group
Core net debt Borrowings Core net debt includes core cash excludes debt relating to the UK PPP contracts and lease liabilities as a result of IFRS 16 The borrowings relating to the UK PPP contracts are non-recourse to the Group and excluding these gives a suitable measure of indebtedness for the Group and IFRS 16 lease liabilities are excluded as financial covenants on the main multicurrency green finance facility remain on a frozen GAAP basis
Liquidity N/A Liquidity headroom includes core cash and undrawn committed amounts on the multicurrency green finance facility and the European Provides an understanding of available headroom to the Group
Investment Bank facility.
Net debt to EBITDA/leverage ratio Net debt and operating profit This is the key covenant of the Group’s banking facilities which is calculated following an agreed methodology to protect the Commonly used measure of financial leverage and consistent with covenant definition
Group from potential volatility caused by accounting standard changes, sudden movements in exchange rates and exceptional items.
Net debt and EBITDA are measured on a frozen GAAP basis with the main impact of this being the exclusion of IFRS 16 Lease
Liabilities. Exceptional items are excluded from EBITDA and cash and debt relating to UK PPP contracts is excluded from net
debt. Net debt and EBITDA are translated to Euros using average exchange rates for the period. Covenant ratios are measured semi
-annually on a rolling 12-month basis at March and September.
Reconciliation of operating profit (loss) to underlying EBITDA from continuing
operations
2024 Netherlands Commercial Waste €m Belgium Commercial Waste €m Mineralz & Water €m Specialities €m Group central services €m Total €m
Operating profit (loss) from continuing operations 53.2 42.9 7.3 15.4 (21.2) 97.6
Non-trading and exceptional items (excluding finance items) (0.3) 2.7 2.3 0.9 2.3 7.9
Underlying EBIT from continuing operations 52.9 45.6 9.6 16.3 (18.9) 105.5
Depreciation and impairment of property, plant and equipment and right-of-use assets* 59.4 31.4 14.9 8.1 6.6 120.4
Amortisation of intangible assets (excluding acquisition intangibles & discontinued operations) 0.6 - 0.9 - 4.7 6.2
Non-exceptional gain on disposal of property, plant and equipment, intangible assets and subsidiaries (1.6) (0.5) 0.2 - - (1.9)
Underlying EBITDA from continuing operations 111.3 76.5 25.6 24.4 (7.6) 230.2
* Includes depreciation charges, impairment charges and impairment releases
relating to continuing operations, but excludes any such items recorded within
non-trading and exceptional items, as these are already accounted for within
underlying EBIT. Additional analysis by segment is shown in note 3.
2023 Netherlands Commercial Waste €m Belgium Commercial Waste €m Mineralz & Water €m Restated* Specialities €m Group central services €m Restated* Total €m
Operating profit (loss) from continuing operations 69.4 65.3 1.0 17.1 (11.3) 141.5
Non-trading and exceptional items (excluding finance items) 7.5 (12.9) (0.5) (1.2) (2.7) (9.8)
Underlying EBIT from continuing operations 76.9 52.4 0.5 15.9 (14.0) 131.7
Depreciation and impairment of property, plant and equipment and right-of-use assets** 57.1 31.2 17.0 7.0 6.2 118.5
Amortisation of intangible assets (excluding acquisition intangibles) 0.9 - 0.9 - 3.5 5.3
Non-exceptional gain on disposal of property, plant and equipment, intangible assets and subsidiaries (1.9) (0.2) (0.1) (0.9) - (3.1)
Underlying EBITDA from continuing operations 133.0 83.4 18.3 22.0 (4.3) 252.4
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation, additional analysis by segment is shown in note 3.
** Includes depreciation charges, impairment charges and impairment releases
relating to continuing operations, but excludes any such items recorded within
non-trading and exceptional items, as these are already accounted for within
underlying EBIT.
Calculation of return on operating assets from continuing operations
2024 Netherlands Commercial Waste €m Belgium Commercial Waste €m Mineralz & Water €m Specialities excluding UK Municipal €m Group €m
Underlying EBIT from continuing operations 52.9 45.6 9.6 16.3 105.5
13 month average of operating assets 439.4 163.5 60.0 56.9 530.6
Return on operating assets from continuing operations 12.0% 27.9% 15.9% 28.6% 19.9%
2023 Restated*
Underlying EBIT from continuing operations 76.9 52.4 0.5 15.9 131.7
13 month average of operating assets 398.2 110.8 64.4 44.9 439.5
Return on operating assets from continuing operations 19.3% 47.3% 0.8% 35.4% 30.0%
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
Calculation of underlying post-tax return on capital employed
2024 €m 2023 €m
Operating profit (from continuing and discontinued operations) 37.6 121.4
Non-trading and exceptional items in operating profit (from continuing and discontinued operations) 69.2 11.5
Underlying EBIT (from continuing and discontinued operations) 106.8 132.9
Tax at effective rate (2024: 27.0%, 2023: 27.1%) (28.8) (36.0)
Post tax underlying EBIT (from continuing and discontinued operations) 78.0 96.9
13 month average of capital employed 1,013.5 915.3
Underlying post-tax return on capital employed 7.7% 10.6%
Reconciliation of statutory profit before tax to underlying profit before tax
2024 €m Restated* 2023 €m
Statutory profit before tax 60.1 115.0
Non-trading and exceptional items in operating profit 7.9 (9.8)
Underlying profit before tax 68.0 105.2
* The comparatives have been restated to classify the UK Municipal segment as
a discontinued operation.
Reconciliation of free cash flow and adjusted free cash flow as presented in
the CFO’s review
2024 €m 2023 €m
Net cash generated from operating activities 168.7 188.4
Include finance charges and loan fees paid (41.9) (31.3)
Include finance income received 10.8 10.6
Include repayment of obligations under lease liabilities (55.3) (47.5)
Include purchases of replacement items of intangible assets (13.3) (9.9)
Include purchases of replacement items of property, plant and equipment (64.1) (84.2)
Include proceeds from disposals of property, plant & equipment 20.2 6.8
Include capital received in respect of PPP financial asset net of outflows 5.9 6.0
Include repayment of UK Municipal contracts PPP debt (5.3) (8.1)
Include movement in UK Municipal contracts PPP cash (3.3) 1.1
Investment in own shares and other (1.5) (6.6)
Free cash flow 20.9 25.3
Exclude deferred Covid taxes paid 19.9 19.7
Exclude offtake of ATM soil 2.5 1.2
Exclude UK Municipal contracts 15.8 12.2
Exclude non-trading and exceptional provisions and working capital 5.5 4.4
Exclude payments to fund defined benefit pension schemes 3.5 3.5
Investment in own shares and other 1.5 6.6
Adjusted free cash flow 69.6 72.9
Reconciliation of net capital spend in the CFO’s review to purchases and
disposal proceeds of property, plant and equipment and intangible assets
within Investing activities in the consolidated Statement of Cash Flows
2024 €m 2023 €m
Purchases of intangible assets (13.3) (9.9)
Purchases of replacement property, plant and equipment (64.1) (84.2)
Proceed from disposals of property, plant and equipment 20.2 6.8
Net replacement capital expenditure (57.2) (87.3)
Growth capital expenditure (22.0) (30.8)
Total capital spend as shown in the cash flow in the CFO’s review (79.2) (118.1)
2024 €m 2023 €m
Purchases of intangible assets (13.3) (9.9)
Purchases of property, plant and equipment (replacement and growth) (86.1) (115.0)
Proceed from disposals of property, plant and equipment 20.2 6.8
Purchases and disposal proceeds of property, plant and equipment and intangible assets within Investing activities in the consolidated Statement of Cash Flows (79.2) (118.1)
Reconciliation of property, plant and equipment additions to replacement
capital expenditure as presented in the CFO’s review
2024 €m 2023 €m
Property, plant and equipment additions (note 10) (82.6) (117.9)
Intangible asset additions (note 10) (11.7) (8.7)
Proceeds from disposals of property, plant and equipment 20.2 6.8
Movement in capital creditors (included in trade and other payables) (5.1) 1.7
Growth capital expenditure – as disclosed in the CFO’s review 22.0 30.8
Replacement capital expenditure per the CFO’s review (57.2) (87.3)
Reconciliation of total cash flow as presented in the CFO’s review to the
movement in total net debt
2024 €m 2023 €m
Total cash flow (0.9) (64.9)
Additions to lease liabilities net of cancelled lease liabilities (60.0) (52.0)
Lease liabilities acquired through a business combination - (30.7)
Repayment of obligations under lease liabilities 55.3 47.5
Movement in PPP non-recourse debt 5.3 8.1
Movement in PPP cash and cash equivalents 3.3 (1.1)
Capitalisation of loan fees net of amortisation 0.7 (0.7)
Less net debt transferred as part of the disposal group 67.7 -
Exchange movements (1.7) 2.6
Movement in total net debt (note 11) 69.7 (91.2)
Reconciliation of total cash flow as presented in the CFO’s review to the
movement in cash
2024 €m 2023 €m
Total cash flow (0.9) (64.9)
Repayment of retail bonds - (100.0)
Proceeds from bank borrowings 439.5 565.0
Repayment of bank borrowings (402.1) (405.6)
Bank loan acquired through business combination - 7.0
Movement in PPP cash and cash equivalents 3.3 (1.1)
Less cash transferred as part of the disposal group (24.5) -
Exchange movements 1.0 (1.3)
Movement in total cash 16.3 (0.9)
Reconciliation of total net debt to net debt under covenant definition
2024 €m 2023 €m
Total net debt (616.0) (685.7)
Exclude PPP non-recourse debt - 88.3
Exclude PPP cash and cash equivalents - (19.0)
Exclude IFRS 16 lease liabilities 247.9 245.8
Net debt aligned with covenant definition (368.1) (370.6)
19. Events after the balance sheet date
On 27 May 2024, the Group entered into a commitment letter for a €120m
bridging facility as detailed in note 2.
On 30 May 2024, the Group entered into a sale agreement with Biffa Limited for
the disposal of its UK Municipal business as detailed in note 12.
APPENDIX
Principal Risks and Uncertainties affecting the Group
Product pricing, demand and quality –Market-driven developments that reduce
demand, cause changes in quality or decrease value of recycled products.
Residue waste disposal costs, capacity and specification – Lack of adequate
available capacity at outlets and or changing outlet demands, resulting in
increased pricing or limitations for disposal of residual waste to
incinerators and other residual volumes.
Input volumes, pricing and composition –Changes in availability and
composition of waste volumes driven by market disruptions and/or changes in
laws and regulations, that deteriorate market demand and/or pricing conditions
for waste collection services and the processing of waste volumes.
Changes in law and policy – Changes in laws and policies, including
environmental and compliance regulations, that do not contribute to our
strategy and competitiveness in increasing the use of recycled materials and
related sustainability targets.
Disruptive event – A disruptive event such as a pandemic or war with severe
consequences for continuity or competitiveness of our business activities.
Health and safety – Accidents causing injury or loss of life, ensuing
personal suffering, causing damage to our personnel, safety track record and
reputation. Deterioration of physical and mental health in society in general
and our workforce in particular that effects the employability of our
employees as well as effective and efficient operations.
Ageing IT backbone – Ageing Digital backbone limits the ability to further
enhance and optimise our core business processes in line with market needs,
and to fully leverage the value from Digital Innovations available in the
market.
Labour availability, talent development and diversity – Lack of availability
of sufficient number and skillset of key personnel in markets where we
operate. Access to recruiting of talented people to ensure availability of
capable key personnel. Changing demands in society to ensure a safe and
diverse culture in organisations.
Major operational failure or calamity – Operational failure or calamity at a
key facility, leading to business interruption, loss of revenue or material
damages.
Unsustainable debt – Lack of availability in the marketplace of attainable
funding at competitive conditions.
Regulatory compliance – Increased complexity and changes in environmental
laws and regulations that do not contribute to our sustainability targets or
undermine our market competitiveness.
Long-term contracts – Enter into long-term contracts on disadvantageous
terms that have significant negative impact on operations and performance.
Cyber threat and ICT failure – Cyber crime and/or ICT failure causing
business interruption, loss of revenue or damages.
Climate related physical risks – extreme heat, water stress and drought,
natural disasters, storms and winds, flooding.
Climate related transition risks – increasing pricing of GHG emissions,
supply chain transparency, lack of developing climate policies