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Half Yearly Report

31st Aug 2012 07:00

RNS Number : 1486L
Marshalls PLC
31 August 2012
 



Interim results for the half year ended 30 June 2012

 

Marshalls plc, the specialist Landscape Products Group, announces its half year trading results.

 

Financial Highlights

Half year ended

30 June 2012

Half year ended

30 June 2011

Continuing operations before operational restructuring costs

and asset impairments:

Revenue

£167.5m

£177.2m

EBITDA

£18.1m

£22.9m

Operating profit

£9.5m

£13.7m

Profit before tax

£7.6m

£12.2m

 

Basic EPS

3.63p

 

5.47p

Interim dividend per share

1.75p

1.75p

 

Net debt

£83.8m

 

£70.4m

Reported results:

(Loss) / profit before tax

£(10.8)m

£12.2m

Basic EPS

(3.82)p

2.96p

 

Background:

·; Deterioration in economic outlook and forecast for construction output

·; Wettest second quarter on record

·; Prior year results include a net gain on property disposals of £2m (current year: £0.6m)

 

Current actions:

·; Decisive action to reduce production output, release cash and reduce cost base

·; First half charge for operational restructuring costs and asset impairments of £18.5m (cash element £6.6m)

·; Further one-off cash charge of £2.5m expected in the second half

·; Profit improvement impact of restructuring estimated to be £7m (cash benefit £6m) per annum

·; Capacity reductions are expected to reduce inventory volumes by around £10m over an 18 month period

 

Priorities:

·; Maintaining national geographic coverage and industry leading customer service

·; Continuing investment in initiatives that deliver sales growth and improve market positions

·; Further development of new markets and new overseas market areas with International approaching 5% of Group sales and showing a 24% growth rate in the first half

 

Commenting on these results, Graham Holden, Chief Executive, said:

 

"The operational restructuring initiatives the Group has taken are in direct response to the weaker market outlook. The actions taken set underlying capacity and the cost structure at a sustainable level for the lower volumes forecast and enable Marshalls to create its own operating certainty.

 

Despite the weakness in the economy Marshalls continues to strengthen its market position and there has been an improvement in underlying trading margins. The Group's growth initiatives are progressing well and sales effort is being reallocated to move these forward more quickly. Marshalls has strong operational flexibility. The cost reduction initiatives, targeted growth plans, strength of the installer order book, resilience of the Commercial end market and the opportunities created by the Group's International growth strategy should continue to mean that Marshalls is well placed to outperform the market and achieve good growth when market conditions improve."

 

Enquiries:

Graham Holden

Chief Executive

Marshalls plc

01484 438900

Ian Burrell

Finance Director

Jon Coles

Brunswick Group LLP

0207 404 5959

Charlotte Winsley

 

Group Results

 

Marshalls' revenue for the six months ended 30 June 2012 was £167.5 million (2011: £177.2 million), a decrease of 5 per cent. Sales to the Public Sector and Commercial end market, which represent approximately 62 per cent of Group sales, were down 2 per cent and sales to the UK Domestic end market, which represent approximately 34 per cent of Group sales were down 14 per cent compared with the prior year period. The record rainfall has resulted in a reduction in sales in the second quarter of approximately £10 million, which is equivalent to six days' installation. Continued progress has been made in developing the International business which is approaching 5 per cent of Group sales and in line with our plans.

 

Operating profit, before operational restructuring costs and asset impairments, was £9.5 million (2011: £13.7 million). After operational restructuring costs and asset impairments, the reported operating loss was £9.0 million (2011: £13.7 million profit). EBITDA, before operational restructuring costs and asset impairments, was £18.1 million (2011: £22.9 million).

 

The net effect of one-off operational restructuring costs and asset impairments was £18.5 million (2011: £nil). These have been separately identified on the face of the Income Statement in order to provide a better understanding of the Group results. Operational restructuring costs reflect the implementation of a wide range of measures aimed at reducing costs, reducing inventories and releasing cash.

 

Net financial expenses were £1.8 million (2011: £1.4 million) and interest was strongly covered 5.2 times (2011: 9.5 times). The effective tax rate, before operational restructuring costs and asset impairments, was 7.4 per cent (2011: 12.4 per cent) and continued to benefit from the reduction in the rate of corporation tax and the utilisation of brought forward capital losses being applied against the capital gain on the disposal of a surplus property.

 

Basic EPS, before operational restructuring costs and asset impairments, was 3.63 pence (2011: 5.47 pence). EPS on a reported basis was 3.82 pence loss (2011: 2.96 pence profit). The interim dividend will be 1.75 pence (2011: 1.75 pence) per share.

 

Operating Performance

 

After a good first quarter, the record rainfall and exceptionally poor working conditions experienced in April 2012 continued through to the end of June. Sales to the Domestic end market were particularly adversely affected by the poor weather and this has been reflected in an increased installer order book at the end of June of 9.0 weeks (2011: 7.0 weeks). This compares with 7.5 weeks at the end of April 2012 (2011: 7.1 weeks).

 

The economic environment has become increasingly uncertain over the last quarter and the Group has fundamentally reviewed its operations against the changing economic backdrop. As a result, the Group has instigated a programme of cost reduction and cash realisation measures and a wide range of actions to reduce production output, release cash and reduce cost have been undertaken, whilst maintaining operating flexibility.

 

The operational restructuring initiatives include works closures and other capacity reductions which have impacted those businesses that have been particularly affected by the deterioration in current market conditions and for which the short term outlook remains most challenging. The operational restructuring measures give rise to a one-off cash charge of £6.6 million. Asset impairments of £11.9 million include the write down of plant and machinery and other assets together with the impairment of certain intangible assets and other items of plant that are being temporarily mothballed.

 

In addition to those undertaken in the half year to 30 June 2012, further measures will be completed in the second half of the year. These will include the closure of the Group's South Yorkshire plant which represents 4 per cent of core landscaping activity and there will be additional capacity reductions in other areas. These further initiatives are likely to give rise to a further one-off charge of £2.5 million in the second half of the year as the Group acts to reduce production output.

 

The profit improvement from the restructuring actions is estimated to be £7 million per annum, £6 million in cash and £1 million from lower depreciation charges. Inventory volumes are expected to reduce by around £10 million over an 18 month period.

 

In the Public Sector and Commercial end market Marshalls' strategy continues to be to build on its position as a market leading landscape products specialist. The Group has experienced technical and sales teams who continue to focus on markets where future demand is greatest across a full range of integrated products and sustainable solutions to customers, architects and contractors.

 

In the Domestic end market Marshalls' strategy continues to be to drive more sales through quality installers. The Group remains committed to increasing the marketing support of the installer base and the Marshalls Register through increased training, marketing materials and sales support. The Group has also continued to focus on innovation in order to develop areas with particular sales opportunity and to strengthen further the Marshalls' brand.

 

In 2011 Marshalls established a new subsidiary in Belgium called Marshalls NV. This business has now reached the end of its "start-up" phase, the management team has been fully established and investment has been made in systems and procedures. The business provides a physical stock location in mainland Europe from which to supply the wider Group specialist product portfolio. In addition, technology developed by the Belgium subsidiary has led to new products being launched in the UK such as the new cobble effect driveway product, "Cobbletech". Marshalls continues to expand its geographical reach and to extend its global supply chains and routes to market.

 

Balance Sheet and Cash Flow

 

Net assets at 30 June 2012 were £179.5 million (June 2011: £199.0 million).

 

At 30 June 2012 net debt was £83.8 million (June 2011: £70.4 million) resulting in gearing of 46.7 per cent (June 2011: 35.4 per cent). This increase largely reflects the investment of around £8 million of working capital that the Group has made in its Belgium operations.

 

In view of market uncertainty the Group has set a target of achieving a net debt to EBITDA ratio of 2 times by the end of 2013. The Group continues to focus on inventory reduction, capital expenditure management, tight credit control and maintains credit insurance for trade receivables. Appropriate cash management continues to be an area of focus, including realising value from the sale of surplus properties. The estimated cash saving resulting from the profit improvement and the associated inventory reduction is expected to be around £17 million over an 18 month period with £3 million of this benefit arising in the second half of 2012 from actions already taken. The one-off operational restructuring costs announced in the first half and the further actions taken in the second half are expected to give rise to a cash charge of £9.1 million, of which £7.1 million will be incurred in 2012.

 

The Group continues its policy of having significant committed bank facilities in place with a positive spread of medium term maturities. In March 2012 bank debt facilities, which were to mature in December 2012 and January 2013 totalling £75 million in aggregate, were re-financed with extended maturity dates to 2015 and 2016. In addition, in August 2012, the Group renewed its short term working capital facilities with RBS.

 

The fair value of the Pension Scheme assets at 30 June 2012 was £249.6 million (December 2011: £250.6 million) and the present value of the Scheme obligations was £247.5 million (December 2011: £237.6 million). This has given rise to an accounting surplus of £2.1 million (December 2011: £13.0 million; June 2011: deficit £3.6 million). The surplus has been determined by the Scheme Actuary using assumptions that are considered to be prudent and in line with current market levels. The assumptions that have changed in the last six months are a reduction in the AA corporate bond rate from 4.8 per cent to 4.6 per cent, in line with market movements, and a reduction in the expected rate of CPI inflation from 2.0 per cent to 1.8 per cent. The movement in the period is mainly attributable to the fall in the AA corporate bond rate.

 

Dividend

 

The Board has declared an unchanged interim dividend of 1.75 pence (June 2011: 1.75 pence) per share. This dividend will be paid on 7 December 2012 to shareholders on the register at the close of business on 26 October 2012. The ex-dividend date will be 24 October 2012.

 

The Group has a policy of 2 times dividend cover over the business cycle. Future dividend payments will take into account the Group's underlying earnings, cash flows and capital investment plans and the desire to maintain an appropriate level of dividend cover.

 

Outlook

 

The Construction Products Association's latest forecasts for total production output have been further downgraded and predict a decline in construction activity of 4.5 per cent in 2012 and a decline of 1.3 per cent in 2013. Within this overall decline, market demand for heavyside products is forecast to be lower by a greater amount than previously expected. This reflects a weakening in outlook as a slow recovery in Private Sector demand fails to offset the contraction in demand from the Public Sector.

 

The operational restructuring initiatives the Group has taken are in direct response to the weaker market outlook. The actions taken set underlying capacity and the cost structure at a sustainable level for the lower volumes forecast and enable Marshalls to create its own operating certainty.

 

Despite the weakness in the economy Marshalls continues to strengthen its market position and there has been an improvement in underlying trading margins. The Group's growth initiatives are progressing well and sales effort is being reallocated to move these forward more quickly. Marshalls has strong operational flexibility. The cost reduction initiatives, targeted growth plans, strength of the installer order book, resilience of the Commercial end market and the opportunities created by the Group's International growth strategy should continue to mean that Marshalls is well placed to outperform the market and achieve good growth when market conditions improve.

 

Graham Holden

Chief Executive

Condensed Consolidated Half-yearly Income Statement

for the half year ended 30 June 2012

Half year ended

June 2012

Before operational restructuring costs and asset impairments

Operational restructuring costs and asset impairments

Total

Half year ended June 2011

Year ended December 2011

Notes

£'000

£'000

£'000

£'000

£'000

Revenue

2

167,461

-

167,461

177,174

334,127

Net operating costs

3

(158,011)

(18,450)

(176,461)

(163,510)

(317,430)

Operating profit / (loss)

2

9,450

(18,450)

(9,000)

13,664

16,697

Financial expenses

5

(7,828)

-

(7,828)

(7,443)

(14,960)

Financial income

5

6,006

-

6,006

6,000

11,953

Profit / (loss) before tax

2

7,628

(18,450)

(10,822)

12,221

13,690

Income tax (expense) / credit

6

(568)

3,888

3,320

(1,511)

(1,522)

Profit / (loss) for the financial period

before post tax loss of

discontinued operations

7,060

 

(14,562)

(7,502)

10,710

12,168

Post tax loss of discontinued

operations

7

 

-

-

 

-

(4,912)

(4,912)

Profit / (loss) for the financial

 period

7,060

(14,562)

(7,502)

5,798

7,256

Profit / (loss) for the period

Attributable to:

Equity shareholders of the parent

7,103

(14,562)

(7,459)

5,776

7,390

Non-controlling interests

(43)

-

(43)

22

(134)

7,060

(14,562)

(7,502)

5,798

7,256

Earnings per share (total

operations):

Basic

8

3.63p

(3.82)p

2.96p

3.78p

Diluted

8

3.56p

(3.82)p

2.90p

3.71p

Earnings per share

 (continuing operations):

Basic

8

3.63p

(3.82)p

5.47p

6.30p

Diluted

8

3.56p

(3.82)p

5.36p

6.17p

Dividend:

Pence per share

9

3.50p

3.50p

5.25p

Dividends declared

9

6,861

6,863

10,292

 

 

Condensed Consolidated Half-yearly Statement of Comprehensive Income

for the half year ended 30 June 2012

 

Half year ended

June 2012

£'000

Half year ended

June 2011

£'000

Year ended

December 2011

£'000

Profit for the financial period before operational

restructuring costs and asset impairments

7,060

5,798

7,256

Operational restructuring costs and asset impairments

(14,562)

-

-

(Loss) / profit for the financial period

(7,502)

5,798

7,256

Other comprehensive income

Effective portion of changes in fair value of cash flow hedges

(2,304)

(366)

(570)

Fair value of cash flow hedges transferred to the Income

Statement

 

363

 

212

 

402

Deferred tax arising

466

40

43

Defined benefit plan actuarial (losses) / gains

(14,530)

(3,029)

9,982

Deferred tax arising

3,487

787

(2,496)

Impact of the change in rate of deferred taxation

253

(68)

(145)

Foreign currency translation differences - foreign operations

62

179

(110)

Foreign currency translation differences - non-controlling

interests

 

(112)

116

(56)

Other comprehensive (expense) / income for period, net of

income tax

 

(12,315)

(2,129)

7,050

Total comprehensive (expense) / income for the period

(19,817)

3,669

14,306

Attributable to:

Equity shareholders of the parent

(19,662)

3,531

14,496

Non-controlling interests

(155)

138

(190)

(19,817)

3,669

14,306

 

Condensed Consolidated Half-yearly Balance Sheet

as at 30 June 2012

June

December

 

Notes

2012

£'000

2011

£'000

2011

£'000

 

Assets

 

Non-current assets

 

Property, plant and equipment

181,223

193,722

191,324

 

Intangible assets

41,557

42,046

42,730

 

Investments in associates

618

2,149

2,188

 

Employee benefits

10

2,087

-

12,966

 

Deferred taxation assets

-

943

63

 

 

225,485

238,860

249,271

 

 

Current assets

 

Inventories

83,823

83,776

82,338

 

Trade and other receivables

56,736

63,962

40,304

 

Cash and cash equivalents

662

26,275

5,998

 

 

141,221

174,013

128,640

 

 

Total assets

366,706

412,873

377,911

 

 

Liabilities

 

Current liabilities

 

Trade and other payables

80,245

85,736

57,539

 

Corporation tax

3,084

6,618

5,923

 

Interest bearing loans and borrowings

32

46,663

25,088

 

 

83,361

139,017

88,550

 

 

Non-current liabilities

 

Interest bearing loans and borrowings

84,382

50,000

58,011

 

Employee benefits

10

-

3,628

-

 

Deferred taxation liabilities

19,470

21,234

25,286

 

 

103,852

74,862

83,297

 

 

Total liabilities

187,213

213,879

171,847

 

 

Net assets

179,493

198,994

206,064

 

 

Equity

 

Capital and reserves attributable to equity shareholders of the parent

Share capital

49,845

49,845

49,845

 

Share premium account

22,695

22,695

22,695

 

Own shares

(9,514)

(9,514)

(9,514)

 

Capital redemption reserve

75,394

75,394

75,394

 

Consolidation reserve

(213,067)

(213,067)

(213,067)

 

Hedging reserve

(1,779)

(293)

(304)

 

Retained earnings

252,680

270,212

277,621

 

 

Equity attributable to equity shareholders of the parent

176,254

195,272

202,670

 

Non-controlling interests

3,239

3,722

3,394

 

 

Total equity

179,493

198,994

206,064

 

 

Condensed Consolidated Half-yearly Cash Flow Statement

for the half year ended 30 June 2012

 

Half year ended

June

Year ended

December

2012

£'000

2011

£'000

2011

£'000

Cash flows from operating activities

Profit before operational restructuring costs and asset

impairments

7,060

5,798

7,256

Operational restructuring costs and asset impairments

(14,562)

-

-

 

(Loss) / profit for the financial period

(7,502)

5,798

7,256

Income tax expense on continuing operations

568

1,511

1,522

Income tax credit on operational restructuring costs and asset

impairments

(3,888)

-

-

Loss on disposal and closure of discontinued operations

-

4,949

4,949

Income tax credit on discontinued operations

-

(756)

(756)

 

 

(Loss) / profit before tax on total operations

(10,822)

11,502

12,971

Adjustments for:

Depreciation

8,043

8,751

17,269

Amortisation

593

679

1,231

Asset impairments

11,884

-

-

Negative goodwill

-

-

(1,772)

Share of results of associates

3

14

(65)

Gain on sale of associates

-

-

(23)

Gain on sale of property, plant and equipment

(563)

(2,140)

(1,667)

Equity settled share based expenses

107

362

226

Financial income and expenses (net)

1,822

1,443

3,007

 

Operating cash flow before changes in working capital and

pension scheme contributions

11,067

20,611

31,177

Increase in trade and other receivables

(16,541)

(36,376)

(10,440)

(Increase)/decrease in inventories

(1,369)

(1,846)

437

Increase in trade and other payables

9,999

20,602

1,674

Operational restructuring costs paid

(1,334)

-

(1,197)

Pension scheme contributions

(3,300)

(3,300)

(6,600)

 

Cash (absorbed by) / generated from the operations

(1,478)

(309)

15,051

Financial expenses paid

(2,175)

(1,656)

(3,496)

Income tax (paid) / received

(1,068)

(650)

222

 

Net cash flow from operating activities

(4,721)

(2,615)

11,777

 

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

2,201

5,263

5,361

Financial income received

2

20

13

Proceeds from disposal of discontinued operations

150

550

550

Proceeds from disposal of investment in associates

-

-

63

Acquisition of subsidiaries and investment in associates

-

(1,104)

(4,181)

Acquisition of property, plant and equipment

(3,827)

(5,017)

(11,754)

Acquisition of intangible assets

(713)

(644)

(1,857)

 

Net cash flow from investing activities

(2,187)

(932)

(11,805)

 

Cash flows from financing activities

Net decrease in other debt and finance leases

(58)

152

165

Increase in borrowings

1,643

25,611

12,034

Equity dividends paid

-

-

(10,292)

 

Net cash flow from financing activities

1,585

25,763

1,907

 

Net (decrease) / increase in cash and cash equivalents

(5,323)

 

22,216

1,879

Cash and cash equivalents at beginning of the period

5,998

 

4,059

4,059

Effect of exchange rate fluctuations

(13)

 

-

60

 

Cash and cash equivalents at end of the period

662

 

26,275

5,998

 

 

Condensed Consolidated Half-yearly Statement of Changes in Equity

for the half year ended 30 June 2012

 

Attributable to equity holders of the Company

Non-con-

trolling

interests

Total

equity

Share

capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Current half-year

At 1 January 2012

49,845

22,695

(9,514)

75,394

(213,067)

(304)

277,621

202,670

3,394

206,064

 

Total comprehensive

income for the period

Loss for the financial

period attributable to

equity shareholders

of the parent

-

-

-

-

-

-

(7,459)

(7,459)

(43)

(7,502)

Other

comprehensive

income

Foreign currency

translation

 differences

-

-

-

-

-

-

62

62

(112)

(50)

Effective portion of

changes in fair value

of cash flow hedges

-

-

-

-

-

(2,304)

-

(2,304)

-

(2,304)

Net change in fair value of cash flow hedges transferred to the Income Statement

-

-

-

-

-

363

-

363

-

363

Deferred tax arising

-

-

-

-

-

466

-

466

-

466

Defined benefit plan

actuarial gains

-

-

-

-

-

-

(14,530)

(14,530)

-

(14,530)

Deferred tax arising

-

-

-

-

-

-

3,487

3,487

-

3,487

Impact of the change

in rate of deferred

taxation

-

-

-

-

-

-

253

253

-

253

Total other

comprehensive

income

-

-

-

-

-

(1,475)

(10,728)

(12,203)

(112)

(12,315)

Total

comprehensive

income for the

period

-

-

-

-

-

(1,475)

(18,187)

(19,662)

(155)

(19,817)

Transactions with

owners, recorded

directly in equity

Contributions by

and distributions

to owners

Share based

expenses

-

-

-

-

-

-

107

107

-

107

Dividends to equity

shareholders

-

-

-

-

-

-

(6,861)

(6,861)

-

(6,861)

Total contributions

by and

distributions to

owners

-

-

-

-

-

-

(6,754)

(6,754)

-

(6,754)

Changes in Ownership

Interests in

subsidiaries

Acquisition of non-

controlling interests

-

-

-

-

-

-

-

-

-

-

Total transactions

with Owners of

the company

-

-

-

-

-

(1,475)

(24,941)

(26,416)

(155)

(26,571)

At 30 June 2012

49,845

22,695

(9,514)

75,394

(213,067)

(1,779)

252,680

176,254

3,239

179,493

 

 

Attributable to equity holders of the Company

Non-con-

trolling

interests

Total

equity

Share

capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior half-year

At 1 January 2011

49,845

22,695

(9,514)

75,394

(213,067)

(179)

273,066

198,240

-

198,240

Total comprehensive

income for the

period

Profit for the financial

period attributable to

equity shareholders of

the parent

-

-

-

-

-

-

5,776

5,776

22

5,798

Other

comprehensive

income

Foreign currency

translation differences

-

-

-

-

-

-

179

179

116

295

Effective portion of

changes in fair value

of cash flow hedges

-

-

-

-

-

(366)

-

(366)

-

(366)

Net change in fair value of cash flow hedges transferred to the Income Statement

-

-

-

-

-

212

-

212

-

212

Deferred tax arising

-

-

-

-

-

40

-

40

-

40

Defined benefit plan

actuarial gains

-

-

-

-

-

-

(3,029)

(3,029)

-

(3,029)

Deferred tax arising

-

-

-

-

-

-

787

787

-

787

Impact of the change in

rate of deferred

taxation

-

-

-

-

-

-

(68)

(68)

-

(68)

Total other

comprehensive

income

-

-

-

-

-

(114)

(2,131)

(2,245)

116

(2,129)

Total

comprehensive

income for the

period

-

-

-

-

-

(114)

3,645

3,531

138

3,669

Transactions with

owners, recorded

directly in equity

Contributions by and

distributions to

owners

Share based expenses

-

-

-

-

-

-

362

362

-

362

Dividends to equity

shareholders

-

-

-

-

-

-

(6,861)

(6,861)

-

(6,861)

Total contributions

by and distributions

to owners

-

-

-

-

-

-

(6,499)

(6,499)

-

(6,499)

Changes in Ownership

Interests in subsidiaries

Acquisition of non-

controlling interests

-

-

-

-

-

-

-

-

3,584

3,584

Total transactions

with Owners of the

company

-

-

-

-

-

(114)

(2,854)

(2,968)

3,722

754

At 30 June 2011

49,845

22,695

(9,514)

75,394

(213,067)

(293)

270,212

195,272

3,722

198,994

 

 

Attributable to equity holders of the Company

Non-con-

trolling

interests

Total

equity

Share

capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior year

At 1 January 2011

49,845

22,695

(9,514)

75,394

(213,067)

(179)

273,066

198,240

-

198,240

Total

comprehensive

income for the

period

Profit for the financial

period attributable to

equity shareholders of

the parent

-

-

-

-

-

-

7,390

7,390

(134)

7,256

Other

comprehensive

income

Foreign currency

translation differences

-

-

-

-

-

-

(110)

(110)

(56)

(166)

Effective portion of

changes in fair value

of cash flow hedges

-

-

-

-

-

(570)

-

(570)

-

(570)

Net change in fair value of cash flow hedges transferred to the Income Statement

-

-

-

-

-

402

-

402

-

402

Deferred tax arising

-

-

-

-

-

43

-

43

-

43

Defined benefit plan

actuarial gains

-

-

-

-

-

-

9,982

9,982

-

9,982

Deferred tax arising

-

-

-

-

-

-

(2,496)

(2,496)

-

(2,496)

Impact of the change in

rate of deferred

taxation

-

-

-

-

-

-

(145)

(145)

-

(145)

Total other

comprehensive

income

-

-

-

-

-

(125)

7,231

7,106

(56)

7,050

Total

comprehensive

income for the

period

-

-

-

-

-

(125)

14,621

14,496

(190)

14,306

Transactions with

owners, recorded

directly in equity

Contributions by and

distributions to

owners

Share based expenses

-

-

-

-

-

-

226

226

-

226

Dividends to equity

shareholders

-

-

-

-

-

-

(10,292)

(10,292)

-

(10,292)

Total contributions

by and distributions

to owners

-

-

-

-

-

-

(10,066)

(10,066)

-

(10,066)

Changes in Ownership

Interests in subsidiaries

Acquisition of subsidiary with non-controlling interests

-

-

-

-

-

-

-

-

3,584

3,584

Total transactions

with Owners of the

company

-

-

-

-

-

(125)

4,555

4,430

3,394

7,824

At 31 December 2011

49,845

22,695

(9,514)

75,394

(213,067)

(304)

277,621

202,670

3,394

206,064

 

Notes to the Condensed Consolidated Half-yearly Financial Statements

 

1. Basis of preparation

 

Marshalls plc (the "Company") is a company domiciled in the United Kingdom. The Condensed Consolidated Half-yearly Financial Statements of the Company for the half year ended 30 June 2012 comprise the Company and its subsidiaries (together referred to as the "Group").

 

The Condensed Consolidated Half-yearly Financial Statements have been prepared in accordance with the Disclosure and Transparency Rules of the UK Financial Services Authority and the requirements of IAS 34 "Interim Financial Reporting" as adopted by the European Union ("EU").

 

The Condensed Consolidated Half-yearly Financial Statements do not constitute financial statements and do not include all the information and disclosures required for full annual financial statements. The Condensed Consolidated Half-yearly Financial Statements were approved by the Board on 31 August 2012.

 

The annual Financial Statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Services Authority, the condensed set of Financial Statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's Published Consolidated Financial Statements for the year ended 31 December 2011.

The comparative figures for the financial year ended 31 December 2011 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified; (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The Condensed Consolidated Half-yearly Financial Statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments and liabilities for cash-settled share-based payments.

The accounting policies have been applied consistently throughout the Group for the purposes of these Condensed Consolidated Half-yearly Financial Statements and are also set out on the Company's website (www.marshalls.co.uk). The Condensed Consolidated Half-yearly Financial Statements are presented in sterling, rounded to the nearest thousand.

The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In preparing these Condensed Consolidated Half-yearly Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements of the Group for the year ended 31 December 2011.

 

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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Details of the Group's funding position are set out in Note 12 and are subject to normal covenant arrangements. The Group's on-demand overdraft facility is reviewed on an annual basis and the current arrangements were renewed and signed on 15 August 2012. Management believe that there are sufficient unutilised facilities held which mature after twelve months. The Group's performance is dependent on economic and market conditions, the outlook for which is uncertain and difficult to predict. The Group has taken decisive action to align its operational capacity with expected market conditions. Markets remain uncertain but, based on current expectations, the Group's cash forecasts continue to meet half-year and year end bank covenants and there is adequate headroom which is not dependent on facility renewals. The Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. Accordingly, they continue to adopt the going concern basis in preparing the Condensed Consolidated Half-yearly Financial Statements.

 

2. Segmental analysis

 

Revenue

Operating profit

(before operational restructuring costs and asset impairments)

Operating profit / (loss)

Half year

ended June

Year ended December

Half year

ended June

Year ended December

Half year

ended June

Year ended December

2012

2011

2011

2012

2011

2011

2012

2011

2011

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Continuing

operations

167,461

177,174

334,127

9,450

13,664

16,697

(9,000)

13,664

16,697

 

 

 

 

 

 

Financial income

and expenses

 (net)

(1,822)

(1,443)

(3,007)

(1,822)

(1,443)

(3,007)

Profit / (loss)

before tax

7,628

12,221

13,690

(10,822)

12,221

13,690

 

 

 

 

Geographical destination of revenue:

 Half year

ended June

Year ended

December

2012

2011

2011

£'000

£'000

£'000

 

United Kingdom

160,109

171,253

322,396

 

Rest of the World

7,352

5,921

11,731

167,461

177,174

334,127

 

The Group's revenue is subject to seasonal fluctuations resulting from demand from customers. In particular, demand is higher in the summer months. The Group manages the seasonal impact through the use of a seasonal working capital facility to build up inventories to meet demand and at the half year end this typically leads to higher inventory and trade receivable levels.

 

On the basis of the strategy, structure and nature of the business and having considered the specific requirements of IFRS 8, the Directors have concluded that the Group has one operating segment. The Group's International operations do not meet the definition of an operating segment under IFRS 8.

 

3. Net operating costs

Half year

ended June

Half year

ended June

Year ended

December

2012

2011

2011

£'000

£'000

£'000

Raw materials and consumables

55,339

61,833

117,865

Changes in inventories of finished goods

and work in progress

952

(1,894)

542

Personnel costs

44,373

44,253

87,979

Depreciation - owned

7,991

8,597

17,054

- leased

52

41

99

Amortisation of intangible assets

593

628

1,179

Own work capitalised

(499)

(862)

(1,984)

Other operating costs

51,272

54,181

98,264

Negative goodwill

-

(1,772)

(1,772)

Acquisition costs

-

482

482

Overseas "start-up" costs

-

745

848

Operating costs

160,073

166,232

320,556

Other operating income

(1,502)

(771)

(1,679)

Net gain on asset and property disposals

(563)

(1,965)

(1,359)

Share of results of associates

3

14

(65)

Gain on sale of associates

-

-

(23)

Net operating costs before operational

restructuring costs and asset

impairments

158,011

163,510

317,430

Operational restructuring costs and

asset impairments (Note 4)

18,450

-

-

Net operating costs

176,461

163,510

317,430

4. Operational restructuring costs and asset impairments

 

Half year

ended June

Half year

ended June

Year ended

December

2012

2011

2011

£'000

£'000

£'000

Operational restructuring costs

6,566

-

-

Asset impairments

11,884

-

-

18,450

-

-

 

The Board has determined that certain charges to the Condensed Consolidated Half-yearly Income Statement should be separately identified for better understanding of the Group's results for the Half Year ended 30 June 2012.

 

Operational restructuring costs reflect the implementation of a wide range of contingency measures aimed at reducing costs, reducing inventories and conserving cash. These initiatives include works closure costs which reflect the need for capacity reductions and these have impacted those businesses that have been particularly affected by the deterioration in current market conditions and for which the short term outlook remains challenging. Operational restructuring costs include redundancy costs of £3,602,000.

 

Asset impairments include the write down of plant and machinery and other assets together with the impairment of certain intangible assets and other items of plant that are being temporarily mothballed.

 

5. Financial expenses and income

Half year

ended June

Half year

ended June

Year ended

December

2012

2011

2011

£'000

£'000

£'000

(a) Financial expenses

Interest expense on bank loans,

overdrafts and loan notes

2,170

1,651

3,484

Interest on obligations under the defined

benefit Pension Scheme

5,652

5,787

11,464

Finance lease interest expense

6

5

12

7,828

7,443

14,960

(b) Financial income

Expected return on Scheme assets under

the defined benefit Pension Scheme

6,003

5,980

11,940

Interest receivable and similar income

3

20

13

6,006

6,000

11,953

 

6. Income tax expense

Half year ended

June 2012

Half year ended June

2011

Year ended

December

2011

Before operational restructuring costs and asset impairments

Operational restructuring costs and asset impairments

Total

£'000

£'000

£'000

£'000

£'000

Current tax expense

Current year

1,429

(2,400)

(971)

2,765

2,471

Adjustments for prior years

(800)

-

(800)

-

(1,272)

629

(2,400)

(1,771)

2,765

1,199

Deferred taxation expense

Origination and reversal of

temporary differences:

Current year

(305)

(1,488)

(1,793)

(829)

626

Adjustments for prior years

244

-

244

(425)

(303)

Income tax expense / (credit)

in the Consolidated Income

Statement (continuing

operations)

 

 

568

 

 

(3,888)

(3,320)

1,511

1,522

Tax on discontinued operations

(excluding loss on sale)

 

-

 

-

-

(194)

(194)

Income tax credit on disposal

and closure of discontinued

operations

 

-

 

-

-

(562)

(562)

Total tax expense / (credit)

568

(3,888)

(3,320)

755

766

 

Half year ended

June 2012

Half year ended

June 2011

Year ended

December 2011

%

£'000

%

£'000

%

£'000

Reconciliation of effective tax rate

(Loss) / profit before tax:

Continuing operations

100.0

(10,822)

100.0

12,221

100.0

13,690

Tax using domestic corporation tax rate

25.0

(2,706)

27.0

3,300

26.5

3,628

Disallowed amortisation of intangible assets

(0.3)

32

0.5

55

0.7

95

Net income/expenditure not taxable

(6.6)

719

(5.2)

(639)

7.5

1,033

Adjustments for prior years

3.3

(356)

(3.5)

(425)

(11.5)

(1,575)

Impact of the change in the rate of

corporation tax on deferred taxation

9.3

(1,009)

(6.4)

(780)

(12.1)

(1,659)

30.7

(3,320)

12.4

1,511

11.1

1,522

 7. Discontinued operations

 

On 14 June 2011 the Group announced the proposed closure of its non-core garage and greenhouse manufacturing operations. Later in June 2011, agreement was reached to sell, separately, the Compton garage brand and the Alton and Robinson greenhouse brands, and the Compton manufacturing site has been closed. The operation has been treated as discontinued.

 

The results of the discontinued operations which have been included in the Condensed Consolidated Half-yearly Income Statement were as follows:

 

Half year ended

June 2012

Half year ended

June 2011

Year ended

December 2011

£'000

£'000

£'000

Revenue

-

5,856

7,847

Net operating costs

-

(6,575)

(8,566)

Loss before tax

-

(719)

(719)

Income tax credit

-

194

194

Loss after tax

-

(525)

(525)

Loss on disposal and closure of

discontinued operations

-

(4,949)

(4,949)

Income tax credit on disposal and closure

of discontinued operations

-

562

562

Net loss attributable to discontinued

operations

-

(4,912)

(4,912)

Basic loss per share (pence)

-

(2.51)p

(2.52)p

Diluted earnings per share (pence)

-

(2.51)p

(2.52)p

 

8. Earnings per share

 

Basic loss per share from total operations of 3.82 pence (30 June 2011: 2.96 pence earnings; 31 December 2011: 3.78 pence earnings) per share is calculated by dividing the loss attributable to ordinary shareholders from total operations, and after adjusting for non-controlling interests, of £7,459,000 (30 June 2011: £5,776,000 profit; 31 December 2011: £7,390,000 profit) by the weighted average number of shares in issue during the period of 195,421,396 (30 June 2011: 195,381,014; 31 December 2011: 195,374,526).

 

Basic loss per share from continuing operations of 3.82 pence (30 June 2011: 5.47 pence earnings; 31 December 2011: 6.30 pence earnings) per share is calculated by dividing the loss from continuing operations and after adjusting for non-controlling interests of £7,459,000 (30 June 2011: £10,688,000 profit; 31 December 2011: £12,302,000 profit) by the weighted average number of shares in issue during the year of 195,421,396 (30 June 2011: 195,381,014; 31 December 2011: 195,374,526).

 

Basic earnings per share from continuing operations before operational restructuring costs and asset impairments of 3.63 pence (30 June 2011: 5.47 pence; 31 December 2011: 6.30 pence) per share is calculated by dividing the profit from continuing operations before operational restructuring costs and asset impairments, and after adjusting for non-controlling interests, of £7,103,000 (30 June 2011: £10,688,000; 31 December 2011: £12,302,000) by the weighted average number of shares in issue during the period of 195,421,396 (30 June 2011: 195,381,014; 31 December 2011: 195,374,526).

 

Profit attributable to ordinary shareholders

Half year

ended June

Year ended December

2012

£'000

2011

£'000

2011

£'000

 

Profit from continuing operations before operational

restructuring costs and asset impairments

7,060

10,710

12,168

Operational restructuring costs and asset impairments

(14,562)

-

-

(Loss) / profit from continuing operations

(7,502)

10,710

12,168

Loss from discontinued operations

-

(4,912)

(4,912)

(Loss) / profit for the financial period

(7,502)

5,798

7,256

Loss / (profit) attributable to non-controlling interests

43

(22)

134

(Loss) / profit attributable to ordinary shareholders

(7,459)

5,776

7,390

 

Weighted average number of ordinary shares

Half year

ended June

Year ended

December

2012

2011

2011

Number

Number

Number

Number of issued ordinary shares (at beginning of the

period)

199,378,755

199,378,755

199,378,755

Effect of shares transferred into employee benefit trust

(1,532,359)

(1,572,741)

(1,579,229)

Effect of treasury shares acquired

(2,425,000)

(2,425,000)

(2,425,000)

Weighted average number of ordinary shares at end of the

period

195,421,396

195,381,014

195,374,526

 

For the half year ended 30 June 2012 the potential ordinary shares set out below are considered to be anti-dilutive to the total earnings per share calculation.

 

Diluted earnings per share from continuing operations before operational restructuring costs and asset impairments of 3.56 pence (30 June 2011: 5.36 pence; 31 December 2011: 6.17 pence) per share is calculated by dividing the profit from continuing operations before operational restructuring costs and asset impairments, and after adjusting for non-controlling interests, of £7,103,000 (30 June 2011: £10,688,000; 31 December 2011: £12,302,000) by the weighted average number of shares in issue during the period of 195,421,396 (30 June 2011: 195,381,014; 31 December 2011: 195,374,526) plus potentially dilutive shares of 3,957,359 (30 June 2011: 3,997,741; 31 December 2011: 4,004,229) which totals 199,378,755 (30 June 2011: 199,378,755; 31 December 2011: 199,378,755).

 

Weighted average number of ordinary shares (diluted)

 

Half year

ended June

Year ended December

2012

2011

2011

Number

Number

Number

Weighted average number of ordinary shares

195,421,396

195,381,014

195,374,526

Effect of shares transferred into employee benefit trust

1,532,359

1,572,741

1,579,229

Effect of treasury shares acquired

2,425,000

2,425,000

2,425,000

Weighted average number of ordinary shares (diluted)

199,378,755

199,378,755

199,378,755

 

9. Dividends

 

After the balance sheet date, the following dividends were proposed by the Directors. The dividends have not been provided and there were no income tax consequences.

 

Pence per qualifying share

Half year

ended June

Year ended

December

2012

2011

2011

£'000

£'000

£'000

2012 interim

1.75

3,431

-

-

2011 final

3.50

-

-

6,861

2011 interim

1.75

-

3,431

3,431

3,431

3,431

10,292

 

The following dividends were approved by the shareholders in the period.

 

Pence per qualifying share

Half year

ended June

Year ended December

2012

2011

2011

£'000

£'000

£'000

2011 final

3.50

6,861

-

-

2011 interim

1.75

-

-

3,431

2010 final

3.50

-

6,863

6,861

6,861

6,863

10,292

 

The 2011 final dividend of 3.50 pence per qualifying ordinary share, total value £6,861,000, was paid on 6 July 2012 to shareholders registered at the close of business on 8 June 2012.

 

10. Employee benefits

 

The Group operates the Marshalls plc Pension Scheme (the "Scheme") which has both a defined benefit and a defined contribution section. The assets of the Scheme are held in separately managed funds which are independent of the Group's finances. The defined benefit section of the Scheme is closed to new members and future service accrual. Pension contributions, for both the employer and the employee, are made into the defined contribution section of the Scheme.

 

June

December

2012

2011

2011

£'000

£'000

£'000

Present value of funded obligations

(247,513)

(214,466)

(237,621)

Fair value of Scheme assets

249,600

210,838

250,587

Net surplus / (liability) in the Scheme for defined benefit

 obligations (see below)

2,087

(3,628)

12,966

Experience adjustments on Scheme liabilities

(8,454)

(200)

(21,680)

Experience adjustments on Scheme assets

(6,076)

(2,829)

31,662

 

Movements in the net liability for defined benefit obligations recognised in the balance sheet

 

Half year

ended June

Year ended December

2012

2011

2011

£'000

£'000

£'000

Net liability for defined benefit obligations at beginning of the period

12,966

(4,092)

(4,092)

Contributions received

3,300

3,300

6,600

Profit recognised in the Consolidated Income Statement

351

193

476

Actuarial (losses) / gains recognised in the Consolidated

Statement of Comprehensive Income

(14,530)

(3,029)

9,982

Net surplus/(liability) in the Scheme for the defined

benefit obligations at period end

2,087

(3,628)

12,966

 

The actuarial loss of £14,530,000 in the half year ended 30 June 2012 is due to the net effect of the movement in the fair value of the Scheme assets, the decrease in the AA corporate bond rate from 4.8 per cent to 4.6 per cent and the decrease in the inflation assumption.

 

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

 

June

December

2012

2011

2011

Discount rate (AA corporate bond rate)

4.6%

5.6%

4.8%

Inflation (RPI)

2.8%

3.5%

3.0%

Inflation (CPI)

1.8%

2.8%

2.0%

Future pension increases

1.8%

2.8%

2.0%

Expected return on Scheme assets

4.8%

5.8%

4.8%

Future expected lifetime of pensioner at age 65 (years):

Male:

21.8

20.7

21.7

Female:

23.9

23.8

23.8

 

11. Analysis of net debt

 

1 January

2012

Cash flow

 

Exchange

differences

30 June

2012

£'000

£'000

£'000

£'000

Cash at bank and in hand

5,998

(5,323)

(13)

662

Debt due within one year

(25,000)

25,000

-

-

Debt due after one year

(57,934)

(26,643)

270

(84,307)

Finance leases

(165)

58

-

(107)

(77,101)

(6,908)

257

(83,752)

 

Reconciliation of Net Cash Flow to Movement in Net Debt

 

Half year ended

June

Year ended December

2012

£'000

 2011

£'000

2011

£'000

 

Net (decrease) / increase in cash and cash equivalents

(5,323)

22,216

1,879

Cash inflow from increase in debt and lease financing

(1,585)

(25,763)

(12,199)

Effect of exchange rate fluctuations

257

-

60

Movement in net debt in the period

(6,651)

(3,547)

(10,260)

Net debt at beginning of the period

(77,101)

(66,841)

(66,841)

Net debt at the end of the period

(83,752)

(70,388)

(77,101)

 

12. Borrowing facilities

 

The total borrowing facilities at 30 June 2012 amounted to £190.0 million (30 June 2011: £188.4 million; 31 December 2011: £170.0 million) of which £105.7 million (30 June 2011: £91.7 million; 31 December 2011: £87.1 million) remained unutilised.

 

These figures include an additional seasonal bank working capital facility of £20.0 million available between 1 February and 31 August each year.

 

The undrawn facilities available at 30 June 2012 in respect of which all conditions precedent had been met were as follows:

 

June

December

2012

£'000

2011

£'000

2011

£'000

Committed

- Expiring in one year or less

-

1,737

-

- Expiring in more than two years but not more than five years

60,693

45,000

62,066

Uncommitted

- Expiring in one year or less

45,000

45,000

25,000

105,693

91,737

87,066

 

In March 2012 existing bank debt facilities, which were to mature in December 2012 and January 2013 and totalling £75 million in aggregate, were refinanced with extended maturity dates to 2015 and 2016.

 

The maturity profile of borrowing facilities is structured to provide balanced, committed and phased medium term debt and following the renewal of certain bank facilities on 31 August 2012 is set out as follows:

 

Facility

Cumulative

Facility

£'000

£'000

Committed facilities:

Q3: 2016

50,000

50,000

Q3: 2015

75,000

125,000

Q3: 2014

20,000

145,000

On demand facilities:

Available all year

25,000

170,000

Seasonal (February to August inclusive)

20,000

190,000

 

13. Principal risks and uncertainties

 

The principal risks and uncertainties which could impact the Group for the remainder of the current financial year are those detailed on pages 22 to 25 of the 2011 Annual Report. These cover the Strategic, Financial and Operational Risks and have not changed during the period.

 

Strategic risks include those relating to general economic conditions, Government policy, the actions of customers, suppliers and competitors and also weather conditions. The Group also continues to be subject to various financial risks in relation to access to funding and to the Pension Scheme, principally the volatility of the discount (AA corporate bond) rate, any downturn in the performance of equities and increases in the longevity of members. The other main financial risks arising from the Group's financial instruments are liquidity risk, interest rate risk, credit risk and foreign currency risk. Operational risks include those relating to business integration, employees and key relationships. The Group continues to monitor all these risks and pursue policies that take account of, and mitigate, the risks where possible.

 

Responsibility Statement

 

The Directors who held office at the date of approval of these Financial Statements confirm that to the best of their knowledge:

 

·; the Condensed Consolidated Half-yearly Financial Statements have been prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted by the European Union; and

·; the Half-yearly management report includes a fair review of the information required by:

 

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the half year ended 30 June 2012 and their impact on the Condensed Consolidated Half-yearly Financial Statements and a description of the principal risks and uncertainties for the remaining second half of the year; and

 

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the half year ended 30 June 2012 and that have materially affected the financial position or performance of the entity during that period and any changes in the related party transactions described in the last Annual Report that could do so.

 

The Board

 

The Directors serving during the half year ended 30 June 2012 were as follows:

 

Andrew Allner Chairman

Graham Holden Chief Executive

Ian Burrell Finance Director

David Sarti Chief Operating Officer

Alan Coppin Non-Executive Director

Mark Edwards Non-Executive Director

Tim Pile Non-Executive Director

 

The responsibilities of the Directors during their period of service were as set out on pages 26 and 27 of the 2011 Annual Report.

 

 

By order of the Board

Cathy Baxandall

Company Secretary

31 August 2012

 

 

Cautionary Statement

 

This Half-yearly Report contains certain forward looking statements with respect to the financial condition, results, operations and business of Marshalls plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this Half-yearly Report should be construed as a profit forecast.

 

Directors' Liability

 

Neither the Company nor the Directors accept any liability to any person in relation to this Half-yearly Report except to the extent that such liability could arise under English law. Accordingly, any liability to a person who has demonstrated reliance on any untrue or misleading statement or omission shall be determined in accordance with section 90A of the Financial Services and Markets Act 2000.

 

Independent Review Report to Marshalls plc

 

Introduction

 

We have been engaged by the Company to review the condensed set of Financial Statements in the Half-yearly Financial Report for the six months ended 30 June 2012 which comprises the Condensed Consolidated Half-yearly Income Statement, the Condensed Consolidated Half-yearly Statement of Comprehensive Income, the Condensed Consolidated Half-yearly Balance Sheet, the Condensed Consolidated Half-yearly Cash Flow Statement, the Condensed Consolidated Half-yearly Statement of Changes in Equity and the related explanatory notes. We have read the other information contained in the Half-yearly Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of Financial Statements.

 

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

The Half-yearly Financial Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Half-yearly Financial Report in accordance with the DTR of the UK FSA.

 

As disclosed in Note 1, the annual Financial Statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of Financial Statements included in this Half-yearly Financial Report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of Financial Statements in the Half-yearly Financial Report based on our review.

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of Half-yearly Financial Information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of Financial Statements in the Half-yearly Financial Report for the six months ended 30 June 2012 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

 

 

Chris Hearld

for and on behalf of KPMG Audit PlcChartered Accountants1 The Embankment

Neville StreetLeedsLS1 4DW31 August 2012

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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