UK case study: Building and buying
When formally initiating coverage in 2015, we described Norcros as a portfolio of specialist businesses. The residential bathroom and kitchen segments and other commercial environments are the common focus addressed across its product ranges. Norcros has a diverse, multi-channel B2B distribution perspective and this allows the company to broaden portfolio companies’ channel presence over time through new product introductions where opportunities are identified. We start by showing the mix of markets and distribution channels across Norcros’s UK operating companies and go on to look specifically at how the three UK acquisitions made since 2013 have developed individually and in the context of the wider group.
Exhibit 4: Norcros UK operating company sector focus
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Source: Norcros, Edison Investment Research
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Exhibit 4 shows a UK bias towards bathroom products, but diversity into other areas also and an overall balance between retail and trade distribution channels, with c 15% of revenue exported. The three most recent additions (Vado, Croydex and Abode) account for c 40% of UK divisional sales (and just over 25% of group).
Acquisitions have been a stated part of management’s growth strategy since introducing a target of £420m revenue by FY18 (ie double the FY13 level). Since the base year, a small disposal and adverse £/ZAR exchange rate movements have impeded progress towards that target (providing a c £40m headwind). Even if we adjust for that, there is still some way to go to achieving £380m revenue versus the £271m reported for FY17. The timing of acquisitions of course is not entirely under the company’s control though they remain on the agenda.
Norcros’s three largest businesses (two in the UK, one in South Africa) form the cornerstones of its divisions with customer propositions based on brands backed by quality, innovation and service. They are leaders in their respective market segments:
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Johnson Tiles – one of just two scale UK tile manufacturers (privately owned British Ceramic Tiles, BCT, is the other). Sterling weakness has reinforced JT’s market position.
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Triton – the leading branded UK electric shower supplier, which also has a significant presence in mixer showers.
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Tile Africa – mid to upper end retailer of tiles and associated bathroom and kitchen products sourced locally and internationally from group companies and third-party suppliers.
Fit with existing group operations has been and will continue to be a key acquisition consideration, covering both commonalities and complementarities in product offering, routes to market and/or supply chain. We now look at what the three UK deals brought to this division at the time of their acquisitions and how they have subsequently been integrated into the group.
Vado is a supplier of high-quality, chrome-finished bathroom brassware including taps, fittings, showers and accessories (including valves). Operating a design and source model, Vado has a developed Far East supply chain, which manufactures and facilitates new product development, shipping to Vado’s facility in Somerset from where final orders are assembled, packed and despatched. At the point of acquisition, UK customers were primarily specialist retailers together with specification work and plumbers merchants in trade channels. Approaching 50% of revenue was outside the UK, in international specification, including projects in Asia and the Middle East. Norcros’s ownership has enabled Vado to broaden its UK distribution channels and strengthen sales and marketing activities. As a consequence, pre-acquisition revenue of c £26m increased to £37.2m in FY17 (or compound growth approaching 10%); we believe that all of this increase was generated in the UK. Drawing on Triton’s core specialism, Vado fairly quickly introduced its first electric showers as an extension to its mixer portfolio, enhancing access to the specification subsector. We note that Vado changed its distribution arrangements in the Middle East during FY17; this had some impact on sales in the region in H1 but the year ended with better momentum and this will provide a focal point for other Norcros companies. Also during FY17, Vado developed and introduced a number of new tap and shower ranges under the Evox and Vado brands for its sister operating company, the Tile Africa retail chain, and this will provide a further boost to non-UK revenues over time. We consider it likely that Vado’s EBIT margin will have expanded in the last four years (from 7.8% pre-acquisition), though profitability is not reported separately.
Croydex is a leading and niche UK supplier of branded bathroom furnishings and accessories (including shower curtains, rods and rails, shelving, storage, mirrors, shower heads, panels and seats). Similar to Vado, its business model is design, source and distribute – again with a Far East supply chain – with some light assembly and despatch from its warehouse and office premises in Hampshire. It has a strong portfolio of proprietary innovative fixings developed by an in-house design team and which apply across the product range. Bathroom renewal spending is the primary demand driver and, prior to joining Norcros, retail (including the leading DIY sheds and some general retailers) was the slightly larger distribution channel compared to trade (via traditional merchants, plumbing/bathroom specialists and certain online B2C suppliers). Non UK sales have historically been modest. Norcros had not owned Croydex for two full years by the end of FY17 but revenue has risen by 24% against pre-acquisition levels. During this time, the growth has been generated by increasing retail listings and broadening the range carried by specific customers. Croydex has a common sub-sector focus to Triton where replacement/upgrades account for a significant proportion of the shower market. We would expect this to have been beneficial to the revenue progress achieved. Trade sales have been more stable while some momentum is visible in export markets from a comparatively low base. Within the Norcros group, Croydex has launched its fixings and accessories into both Vado and Tile Africa.
Similar to Vado, Abode designs, sources and distributes high-quality home products including multi-functional kitchen taps bathroom taps, shower controls – with a particular strength in thermostatic controls – sinks and other showering accessories. This latest addition to the UK portfolio brought a narrower customer focus into specialist trade and retail outlets, supplied with both branded and own-label products. Exposure to DIY and general merchants is understood to have been limited. In the first 12 months of ownership by Norcros, revenue grew by 5% y-o-y with comparable margins to pre-acquisition levels (c 6%). Management noted progress with new listings, branded sales and new product introductions. We would expect this to translate to improved revenue and profitability as these effects gain momentum into FY18. They are run independently but Abode and Vado have clear alignment; Abode adds kitchen taps to the UK offering and extends the range in bathroom products. Moreover, it brings complementary distribution relationships and clear joint sourcing/common supply chain potential.
We now look at the financial benefit of these three companies to Norcros. Exhibit 5 shows that the c £40m total consideration (including deferred payments) to date is equivalent to 0.55x revenue and 4.8x EBITDA on our estimates after taking improved financial performance into account.
Exhibit 5: Norcros acquisition multiples
£m |
Consideration |
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Pre-acquisition |
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FY17 |
Initial |
Deferred – paid |
Total |
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Revenue |
EBITDA |
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Revenue |
EBITDA* |
Vado |
11.6 |
3.6 |
15.2 |
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25.6 |
2.5 |
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37.2 |
4.0 |
Croydex |
20.8 |
0 |
20.8 |
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19.9 |
2.7 |
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24.7 |
3.6 |
Abode |
3.7 |
0 |
3.7 |
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9.9 |
0.6 |
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10.6 |
0.7 |
Aggregate |
36.1 |
3.6 |
39.7 |
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55.4 |
5.8 |
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72.5 |
8.3 |
EV x |
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0.64 |
6.1 |
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0.55 |
4.8 |
Source: Norcros, Edison Investment Research. Note: *Edison estimates. Aggregate deferred outstanding is c £2m, with a further possible c £1.4m payable under earnout arrangements.
As outlined previously, these businesses substantially design, source and distribute their product ranges. They require limited fixed asset investment though probably need to maintain meaningful working capital levels across their supply chain. Taking a conservative assumption that net cash flow has been neutral for these businesses overall, suggests a return on capital in the order of 11% versus consideration paid, which is clearly ahead of the company’s WACC of c 8.5%.
We estimate that the underlying performance of the three other UK businesses has, in aggregate, been broadly flat between FY13 and FY17, with Triton ahead (though below FY16) and Norcros Adhesives’ ongoing development offset by a weaker performance from Johnson Tiles. (The latter has been acknowledged through the third kiln mothballing to improve profitability.) This underplays the part that these group companies have played in the post-acquisition development of the acquired ones. Earlier commentary largely concentrated on distribution similarities including using Tile Africa as a new market channel. Without doubt, there are some clear supply chain commonalities between the existing and newer companies that are being progressively exploited:
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Brassware (taps, valves, accessories such as shower heads, rails) – Vado and Abode offer comparable products and largely source from the Far East. Tile Africa stands to benefit from these links and Triton also sources from the region in some complementary product areas.
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Transport – with a broader product offering, the group should be improving both purchasing and shipment costs – including co-ordinated consignments – into the UK and South Africa.
We should also point out supply chain overlap that exists elsewhere in the group:
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Tiles – Johnson Tiles and JTSA both import finished products (especially from Turkey and Italy) and can mutually benefit from shared supply chain knowledge.