Who we are
The CLC group of companies, together the "Group" or "CLC", form one the UK's leading property maintenance and refurbishment companies. Information given below is relevant to the CLC Group, consisting of non-dormant entities C.L.C. Contractors Limited, C L C Contractors (Ireland) Limited, CLC Group Limited, Hilbre Holdings Limited, Repair Bidco UK Limited and Repair Midco UK Limited.
What we do
Since our early days as specialist painting contractors, we have grown into a multi trade business, expanding our services across multiple sectors with a skilled and experienced workforce of over 900 employees based across 13 branch offices throughout the UK. Our 55 years' experience in the industry and commitment to using in-house resources makes us a safe and reliable contractor who consistently provides clients with a high quality service.
At CLC, we help our clients transform and maintain their buildings, homes or infrastructure through a variety of refurbishment and maintenance services. We work for a significant number of clients across a variety of business sectors including; Leisure, Education, Utility, Healthcare, Social Housing and Commercial sectors, providing the following services:
Planned maintenance
Passive fire protection installations and upgrades
Internal/external decoration and repairs
Refurbishment works
Kitchen and bathroom replacements
Disability adaptations
Small building works
Electrical installation and maintenance
Roof upgrades and repairs
Net zero carbon reduction works
What makes us different
We believe that what makes us different from our competitors is our people, our values and our commitments.
Our people
Our workforce largely consists of directly employed trades people from the local areas in which we operate. We believe that investing in a directly employed team and providing them with training and progression opportunities leads to committed trades people with a passion for what they do.
Our Directors, across our group structure, are responsible for the successful delivery of each and every contract. With Directors and branch managers spread throughout our branches, our staff, supply chain and most importantly our clients can walk into a branch and speak directly to a Director or branch manager.
We are a national contractor with a management structure in each branch, allowing us to be 'small enough to care but big enough to cope'.
Our Values
Our Values form the promises we make to our employees, clients and their customers and what we set out to achieve on every project we undertake. Our values include:
Delight our customers - By exceeding our clients' expectations, we aim to create long standing relationships with our customers.
Deliver on our commitments - We do what we say we will, for our customers, staff and suppliers.
Dare to change - Our culture is based on continuous improvement and we are always seeking new ways in which we can enhance service delivery.
Develop our people – We believe success comes from motivating people and maximising their potential.
Drive for results - Through empowering our staff and working in partnership with our supply chain and clients, we can work together to ensure an excellent service and value for money is achieved.
Our Commitments
Our clients trust us to deliver a safe, efficient and reliable service built on quality workmanship. To achieve this, we commit to:
Providing a high quality service to our clients and building a strong relationship built on mutual trust and honesty.
Providing our people with training and development opportunities to allow them to maximise their potential.
Encouraging long lasting relationships with our supply chain based on openness, fair payment and offers of repeat business.
Contributing socially and economically to our communities through community initiatives, employment prospects and training opportunities.
The Group traded very well during 2023, when it continued to outstrip historical levels of work serving our customers. The effects of the pandemic had been overcome by the beginning of the year, although the invasion of the Ukraine by Russia in February 2022 and the resultant sanctions applied continued to affect the global economy causing inflationary pressures, which in turn lead central banks to increase interest rates. The shocks to the debt markets following the Liz Truss/Kwasi Kwarteng budget in September 2022 created further problems and uncertainties for the UK economy which continued into 2023. The construction labour market remained tight, which has meant that recruitment throughout the year has been challenging. Where we have had requirements to fill key management roles, our strong business and clear commitments and values act as a differentiator from our competitors, allowing us to attract talented people into the business, and we move into 2024 with a very strong management team. Recruitment of skilled trades continues to be challenging in the market currently.
On 23 June 2023, the Group was acquired by HIG Capital LLC through a new corporate entity, Repair Bidco UK Limited, when this entity acquired the entire share capital of Hilbre Holdings Ltd, the ultimate holding company of the Group. A new group structure was put in place at the same time. As part of this deal, the funding structure of the Group was changed, and details of these arrangements are noted in the accounts of the relevant new group companies.
This change in ownership of the Group allows the Group to access new lines of funding and to consider other areas of growth.
The trading results of the Group for 2023 were above budgeted levels of turnover and profit. The Directors are pleased with the results for the year given the geopolitical and macroeconomic backdrop. The outlook for 2024 is discussed in the Directors' report.
The Group uses various financial instruments. These include cash and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail below.
The main risks arising from the Group's financial instruments are credit risk, liquidity risk and contract risk. The Directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. The Group is not exposed to significant translation and transaction foreign exchange risk.
Credit risk
The Group's principal financial assets are work in progress and trade debtors. The principal credit risk arises therefore from its work in progress and trade debtors. Over 50% of the work is carried out for public sector or quasi public sector organisations which pose little or no credit risk.
In order to manage credit risk the credit manager sets limits for customers based on a combination of payment history, third party credit references and an assessment of market conditions. Credit limits are reviewed by the Directors on a regular basis in conjunction with debt ageing and collection history.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Budgets and forecasts are prepared and updated and the arrangement of sufficient banking facilities are managed to meet the needs of the Group on an annual basis.
Contract risk
The Group enters into contracts with customers and its supply chain, each priced in accordance with the Group's profitability targets and in line with the general market. There is a risk that prices are set and agreed at incorrect levels, and the profitability targets are missed. Large tenders are reviewed internally before submission and our oversight through our financial key performance indicators means that any pricing errors are quickly identified and, where possible, mitigated.
Covid-19 pandemic
The UK Government ended self isolation restrictions relating to the pandemic as of 24 February 2022 in England following its publication of its Plan for Living with Covid on 19 February. We consider that our Balance Sheet and cash position is sufficiently strong to enable us to continue through 2024 and beyond with no further support from either Government or stakeholders given the current state of the pandemic and the Government's current plans.
We monitor the business using a number of key performance indicators including:
Activity levels
Workload is reviewed by the Board and the Branch management team on a monthly basis and tracked against annual budgeted and forecasted revenue. Through this review any shortfalls in individual branch revenues can be identified in advance and rectified through a focus on alternative works and through the increased focus on such branches by our business development managers.
Operating margins
Contract margins are reviewed on a monthly basis at a contract, branch and group level to identify areas of under performance and possible improvement. This enables the management team to identify issues on a timely basis and implement rectification plans accordingly.
During 2023, gross profit margins were 23.4%.
Working capital levels
Debtors and work in progress are reviewed and monitored each month. The management team identifies where improvements in operational performance can be made and how better cash collection can be achieved through this review process. Working capital management is a fundamental part of our business and is integral to our reward and recognition processes.
Debtor days (including amounts recoverable on contracts) at year end were 53 days.
In addition to the financial KPl's, we also monitor the business through a number of non-financial key performance indicators, including:
Customer Satisfaction
The Group conducts surveys of customer satisfaction of completed contracts and longer term ongoing contracts to ensure we are maintaining our high levels of client satisfaction. We take customer satisfaction extremely seriously and our aim is to exceed client expectations at all times.
Customer satisfaction KPl's are reviewed each month at Board level and action is taken where shortfalls in our performance are identified. Board involvement in this process helps to reinforce our client focused culture.
In the year to 31 December 2023, we achieved an overall customer satisfaction of 95.9%.
Health and Safety
The Group monitors incidents and accidents with a focus on accident prevention and maintaining safety of our staff, clients and the general public. We provide "tool box talks" for our operatives each month on pertinent areas such as Working at Height and Slips, Trips and Falls. The Board and branch management reviews attendance and scores at these training sessions to ensure that all operatives are appropriately trained.
Additionally, our Health and Safety team reports on accident statistics each month and this is closely reviewed.
The Directors of the Company, as those of all UK companies, must act in accordance with a set of general duties. These duties are detailed in section 172 of the UK Companies Act 2006 which is summarised as follows:
A Director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its shareholders as a whole and, in doing so, have regard (amongst other matters) to:
The likely consequences of any decisions in the long-term;
The interests of the Company's employees;
The need to foster the Company's business relationships with suppliers, customers and others;
The impact of the Company's operations on the community and environment;
The desirability of the Company maintaining a reputation for high standards of business conduct; and
The need to act fairly as between shareholders of the Company.
The following paragraphs summarise how the Directors fulfil their duties:
Risk management
We provide building refurbishment and maintenance services to our clients. Most of the work that we undertake falls into the Construction market sector, which is highly regulated by various bodies, most notably through the Health and Safety at Work Act 1974 via the Health and Safety Executive, which creates a framework within which we manage operational and safety risk. The Company, through its Board, its quality assurance systems and its branch management structure, operates a proven methodology for effectively identifying, evaluating, managing and mitigating the risks we face. For details of our principal risks and uncertainties, please see page 3.
Our people
The Group is committed to being a responsible business and our behaviour is aligned with the expectations of our people, our clients, our shareholders and the communities we serve and society as a whole. People are at the heart of our service delivery and our success flows from our management of our people's performance and development of their talent while ensuring we operate as efficiently as possible. We ensure that we share common values that inform and guide our behaviour so we achieve our goals in the right way. For further details, see "Our Values" and "Our Commitments" above.
Business relationships
Our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers and have strong ongoing relationships with our key suppliers.
Community and environment
The Group's approach is to utilise its recruitment of its workforce to promote local people in the communities in which we work. We support our clients, many of whom are very active in social housing and social care, to promote the local community. We also actively promote recycling of building products and the reduction of our carbon emissions through various initiatives driven through our management teams.
Shareholders
The Board actively engages with the Group's shareholders, whether they are members of the management team, who are automatically aligned to the Group's values and aspirations, or the management of HIG Capital LLC, in order to maintain an effective dialogue.
On behalf of the board
The directors present their annual report and financial statements for the period ended 31 December 2023.
The results for the period are set out on page 14.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
The Group uses various financial instruments. These include loans, cash, and various items, such as trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations. The existence of these financial instruments exposes the Group to a number of financial risks, which are described in more detail in the strategic report.
As stated in our Strategic Report, our strategy prioritises organic growth through consistent high quality service and strong client relationships. We value all our suppliers who support us in this strategy, and have strong ongoing relationships with our key subcontractors and suppliers. The creation and support of teams who work together with both clients and suppliers is integral to our service delivery.
There have been no post balance sheet events after the year end.
The Group has responded well to the challenges created by the UK economy in 2023, with higher general inflation, material and labour shortages all experienced throughout the year. The directors are optimistic about the Group’s ability to deliver growth in the coming years given the Company’s track record of agility in the marketplace. The forthcoming General Election later in 2024 will also bring new challenges and opportunities to the Group.
The Directors have reviewed forecasts for the Group to 31 December 2025, along with the current funding arrangements available to the Group and concluded that the Group has adequate liquidity headroom and mitigation strategies to continue to operate for at least the next 12 months from approval of these financial statements and meet its liabilities as they fall due. The Directors therefore have a reasonable expectation that the Group and therefore the Company has adequate resources to continue in operational existence for the foreseeable future.
The Company has access to the facilities of the Group and therefore management consider the Group assessment to be aligned with that of the Company for going concern purposes.
Moore (South) LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
The Company is large and is therefore required to report in respect of Streamlined Energy and Carbon Reporting (SECR). The Company is an intermediate parent company. Disclosures in respect of subsidiary undertakings are made in the accounts of Repair Topco UK Limited.
The Group purchased and throughout the year maintained appropriate insurance cover in respect of Directors' and Officers' liabilities.
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
The engagement partner selected a team for the audit, led by persons who had sufficient experience of the industry and who had the required competence and skills to be able to identify or recognise non-compliance with laws and regulations.
We assessed the risk of irregularities as part of our audit planning, and ongoing review, including due to fraud, management override was identified as a significant fraud risk from our assessment. This is due to the ability to bypass controls and disclosure requirements.
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation. We considered how the company complies with these requirements by discussions with management and those charged with governance.
We enquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations. Consideration was also made of the internal controls in place to mitigate the identified risks.
We assessed the control environment, documenting the systems, controls and processes adopted. The audit approach incorporated a combination of analytical review and substantive procedures involving tests of transactions and balances. Any irregularities were discussed with management and additional corroborative evidence was obtained as required.
To address the risk of fraud through management override we:
Performed analytical procedures to identify any unusual or unexpected relationships.
Tested journal entries to identify any unusual transactions.
Assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias, in particular in respect work in progress, depreciation, and share based payments.
Reviewed transactions with related parties, in particular transactions with group entities.
Reviewed the disclosures within the financial statements to ensure that they meet the requirements of the accounting standards and relevant legislation.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
The profit and loss account has been prepared on the basis that all operations are continuing operations.
The results for the period represent the total comprehensive loss for the period.
The notes on pages 17 to 24 form part of these financial statements.
The notes on pages 17 to 24 form part of these financial statements.
Repair Midco UK Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 2 Northbrook Industrial Estate, Vincent Avenue, Southampton, Hampshire, SO16 6PB.
The principal activity of the company is that of a holding company.
The company was incorporated on 3 February 2023 and therefore the period covered by these financial statements totals 11 months. There are no comparative amounts due to being the company's first year.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.
The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.
The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Fees paid to the Group's auditors for the statutory audit of the Company are paid by C.L.C. Contractors Limited on behalf of the Group. The balances disclosed above relate to the total audit fee for the Group, headed by Repair Topco UK Limited, as it is impractical to split this by company. The cost of the Company audit is included within this total.
The average monthly number of persons (including directors) employed by the company during the period was:
Remuneration is paid to Directors' through other group holding companies.
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
On 23 June 2023, the company acquired 100% of the share capital of Repair Bidco UK Limited for a consideration of £26.4M through a mixture of cash and other financial instruments.
Details of the company's subsidiaries at 31 December 2023 are as follows:
Amounts due from group companies are repayable on demand with interest being charged at 8% per annum.
Amounts due to group companies are repayable on demand with interest being charged at 8% per annum.
The Company has a fixed charge in place over all of its shares and related rights; and intercompany receivables. Charge effective from 23 June 2023.
The company incorporated with 100 1p shares on 3 February 2023.
On 23 June 2023, 21,380,233 ordinary shares were issued at 1p each.
A further share issue was then conducted on 28 November 2023, comprising of 5,054,100 ordinary shares at 1p each.
Share premium
Includes all premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.