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Half Yearly Report

28 Aug 2015 07:00

RNS Number : 3524X
Marshalls PLC
28 August 2015
 



Interim results for the half year ended 30 June 2015

 

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

 

Financial Highlights

Half Year ended

30 June 2015

Half Year ended

30 June 2014

Increase

%

Continuing operations:

Revenue

£199.1m

£180.0m

11

EBITDA

£29.7m

£22.2m

34

Operating profit

£22.0m

£15.6m

41

Profit before tax

£20.8m

£14.0m

48

Basic EPS

8.50p

6.11p

39

Interim dividend

2.25p

2.00p

13

ROCE

15.2%

10.1%

↑510

basis points

Net debt to EBITDA

0.7 times

1.4 times

 

 

Highlights:

· Revenue up 11% to £199.1 million (2014: £180.0 million)

· Improvement in operating margins to 11.1% (2014: 8.7%)

· Profit before tax up 48% to £20.8 million (2014: £14.0 million)

· Return on capital employed for the year ended 30 June 2015 up 50% to 15.2% (2014: 10.1%)

· EPS up 39% to 8.50 pence (2014: 6.11 pence)

· Interim dividend increased by 13% to 2.25 pence (2014: 2.00 pence) per share 

 

Current priorities:

· To increase output to meet growing demand and to deliver benefits from operational gearing

· To further strengthen the Marshalls brand by developing systems based solutions, service excellence and new product development

· To grow our business organically and selectively through acquisitions

· To continue to develop and invest in our strategic growth initiatives, particularly in Water Management, Street Furniture, Rail and Newbuild Housing

 

Commenting on these results, Martyn Coffey, Chief Executive, said:

 

"The Group is well positioned to grow organically and selectively through acquisitions. We will continue to focus on growth initiatives during the remainder of 2015 and in 2016.

 

The Construction Products Association supports this view of growth and its Summer Forecast predicts growth in UK market volumes of 4.9 per cent in 2015 and 4.2 per cent in 2016. In order to drive growth, the Group continues to develop the Marshalls brand and invest in product innovation and service delivery initiatives to deliver improved trading margins and increased return on capital employed."

 

Enquiries:

Martyn Coffey

Chief Executive

Marshalls plc

01422 314777

Jack Clarke

Finance Director

Marshalls plc

01422 314777

Jon Coles

Brunswick Group

0207 404 5959

Simon Maine

 

Interim Management Report

 

Group results

 

Marshalls' revenue for the six months ended 30 June 2015 grew by 11 per cent to £199.1 million (2014: £180.0 million). Trading conditions continue to be positive and the Group experienced both strong order intake and sales growth. If these positive market conditions continue through the second half, noting the stronger comparables in the second half of 2014, it is likely that full year trading will be above original expectations.

 

Sales to the Public Sector and Commercial end market, which represent approximately 64 per cent of Group sales, were up 15 per cent, compared with the prior year. Sales to the Domestic end market, which represent approximately 30 per cent of Group sales, were up 4 per cent compared with the prior year. Sales in the International business have increased by 7 per cent in the six months ended 30 June 2015 and represent 6 per cent of Group sales.

 

Operating profit increased to £22.0 million (2014: £15.6 million). EBITDA also improved to £29.7 million (2014: £22.2 million).

 

Group return on capital employed ("ROCE") was 15.2 per cent for the year ended 30 June 2015 which represents an increase of 50 per cent compared with the prior year. ROCE is defined as EBITA / shareholders' funds plus net debt.

 

Net financial expenses were £1.2 million (2014: £1.6 million) and interest was strongly covered 18.5 times operating profit (2014: 9.9 times). The effective tax rate was 20.8 per cent (2014: 17.0 per cent).

 

Basic EPS was 8.50 pence (2014: 6.11 pence) per share. The interim dividend will be 2.25 pence (2014: 2.00 pence) per share, a 13% increase on the prior year.

 

Current strategy

 

The Group's focus is to grow the business organically and selectively through acquisitions. Our strategic objectives include the improvement of profit margins in all businesses and to increase the Group's ROCE. The long-term strategy continues to combine the delivery of sustainable shareholder value and profitability with organic expansion and the development of key "route to market" relationships.

 

Current priorities

 

The Group's priorities are to grow and develop the business and to leverage the benefits from the improving market conditions in order to generate volume growth and so benefit from operational gearing. A key objective is to deliver further improvement in profit margins in all businesses and end markets, and the operational priorities remain service, quality, design, innovation and a commitment to research and development, sustainability and an integrated product offer.

 

Operating performance

 

Operating margins increased to 11.1 per cent in the six months ended 30 June 2015 (2014: 8.7 per cent). This represents an improvement of 27 per cent reflecting improved operational gearing as a result of volume growth which continues to be ahead of the Construction Products Association's market forecasts. The continued focus on operational flexibility has enabled the Group to increase manufacturing output as the market has recovered and our network of manufacturing sites has enough capacity to absorb medium-term demand and the flexibility for further capacity and capability investment.

 

In the UK, sales price increases generated £5.6 million in additional revenue and exceeded the impact of cost inflation by £1.4 million. Volume growth has been particularly strong in the Public Sector and Commercial end market where the revenue increase attributable to volume and mix has been 11 per cent.

 

In the Public Sector and Commercial end market the Group's strategy is to build on its position as a market leading landscape products specialist. The Group's experienced technical and sales teams continue to focus on markets where future demand is greatest across a full range of integrated products and sustainable solutions for customers, architects and contractors. The Group continued to focus on innovation and new product development to drive sales growth in areas of particular opportunity. Commercial work from Water Management, Street Furniture, Rail and Newbuild Housing continues to increase and the Group is outperforming the market in these areas.

Our objective is to continually strengthen and differentiate the Marshalls brand, to improve the product mix and to ensure a consistently high standard of quality and to provide good geographical coverage.

 

In the Domestic end market the Group's strategy continues to be to drive more sales through quality installers. The Marshalls Register of approved domestic installers has grown to over 1,800 teams. The Group remains committed to increasing the marketing support to the installer base through increased training, marketing materials and sales support.

 

Historically, there has been a good correlation between consumer confidence and installer order books. The survey of domestic installers at the end of June 2015 revealed continuing strong order books of 12.0 weeks (2014: 11.5 weeks) and compares with 10.6 weeks at the end of April 2015. The position at 30 June 2015 is the highest recorded order book at this time of year.

 

The Group's Landscape Products business is a reportable segment servicing the UK Public Sector and Commercial and UK Domestic end markets. The Group's smaller UK businesses include Street Furniture, Mineral Products and Stone Cladding and their performance has continued to improve in the first half of 2015, delivering volume revenue growth of £3.8 million and profit growth of £1.0 million. All these businesses are now profitable.

 

Continued progress is being made in developing the International business and activity levels have been increasingly encouraging. Sales from our operations in Belgium increased by 15.8 per cent, in local currency, in the six months ended 30 June 2015 despite a market background in mainland Europe that continues to be subdued. Trading performance in the Belgium business has improved markedly. Marshalls continues to expand its geographical reach and to extend its global supply chains and routes to market. Marshalls continues to develop the distribution of natural stone products into the North American market and the Group is now opening a sales office in Dubai to facilitate further sales growth in the Middle East.

 

Balance sheet and cash flow as at 30 June 2015

 

Net assets at 30 June 2015 were £184.0 million (June 2014: £177.0 million).

 

At 30 June 2015 net debt was markedly lower at £32.9 million (June 2014: £50.9 million) with gearing at 17.9 per cent (June 2014: 28.8 per cent). Cash management continues to be a high priority area and the Group continues to focus on inventory and capital expenditure management, credit control and the maintenance of credit insurance for trade receivables.

 

Capital investment in property, plant and equipment in the six months to 30 June 2015 totalled £5.5 million (2014: £3.8 million) and compares with depreciation of £7.0 million (2014: £6.0 million). Research and development expenditure amounted to £1.6 million (2014: £1.1 million).

 

In July 2015, following the continued steady reduction in net debt, the Group undertook a full review of its bank facilities in order to align them with current strategy and to ensure headroom against available facilities remains at appropriate levels. We reduced our total committed facility lines by £30 million to £80 million and reduced our interest costs significantly through the refinancing. New committed facility lines have been established and Marshalls continues its policy of having significant committed facilities in place with a positive spread of medium-term maturities. The new facilities have extended maturities with some going out to 2020. At the same time, the Group also renewed its short-term working capital facilities with RBS.

 

The balance sheet value of the Group's defined benefit pension scheme was a surplus of £0.8 million at 30 June 2015 (December 2014: £3.4 million surplus; June 2014: £0.1 million deficit). The amount 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 an increase in the AA corporate bond rate from 3.6 per cent to 3.7 per cent, in line with market movements, and an increase in the expected rate of inflation from 3.1 per cent to 3.3 per cent. The Company has agreed with the Trustee of the defined benefit pension scheme that it will cease to make cash payments under the funding and recovery plan, which totalled £4.6 million in the previous year, with immediate effect.

 

Dividend

 

The Group has a progressive dividend policy with a stated objective of achieving up to 2 times dividend cover over the business cycle. The Board has declared an interim dividend of 2.25 pence (June 2014: 2.00 pence) per share, an increase of 13 per cent. This dividend will be paid on 4 December 2015 to shareholders on the register at the close of business on 23 October 2015. The ex-dividend date will be 22 October 2015. 

 

Risks and uncertainties

 

There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining 6 months of the financial year and could cause actual results to differ materially from expected and historical results. The Directors do not consider that the principal risks and uncertainties have changed since the publication of the Annual Report for the year ended 31 December 2014. Further information is provided in Note 12 and a detailed explanation of the risks, and how the Group seeks to mitigate these risks, can be found on pages 18 to 20 of the Annual Report which is available at www.marshalls.co.uk/documents/reports/2014-full-annual-report.

 

Going concern

 

As stated in Note 1 of the 2015 Half-yearly Report, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, being a period of not less than 12 months from the date of the Half-yearly Report. Accordingly, they continue to adopt the going concern basis in preparing the Half-yearly Report.

 

Outlook

 

The Group is well positioned to grow organically and selectively through acquisitions. We will continue to focus on growth initiatives during the remainder of 2015 and in 2016.

 

The Construction Products Association supports this view of growth and its Summer Forecast predicts growth in UK market volumes of 4.9 per cent in 2015 and 4.2 per cent in 2016. In order to drive growth, the Group continues to develop the Marshalls brand and invest in product innovation and service delivery initiatives to deliver improved trading margins and increased return on capital employed.

 

 

Martyn Coffey

Chief Executive

 

 

Condensed Consolidated Half-yearly Income Statement

for the half year ended 30 June 2015

Half year

ended June

Year ended

December

2015

Total

2014

Total

2014

Total

Notes

£'000

£'000

£'000

Revenue

2

199,067

179,955

358,516

Net operating costs

3

(177,053)

(164,341)

(333,211)

Operating profit

2

22,014

15,614

25,305

Financial expenses

4

(1,197)

(1,587)

(2,889)

Financial income

4

5

2

5

Profit before tax

2

20,822

14,029

22,421

Income tax expense

5

(4,335)

(2,385)

(4,198)

Profit for the financial period

16,487

11,644

18,223

Profit for the period

Attributable to:

Equity shareholders of the parent

16,711

11,975

19,857

Non-controlling interests

(224)

(331)

(1,634)

16,487

11,644

18,223

Earnings per share

Basic

6

8.50p

6.11p

10.13p

Diluted

6

8.39p

6.00p

9.89p

Dividend

Pence per share

7

4.00p

3.50p

5.50p

Dividends declared

7

7,866

6,867

10,791

 

All results relate to continuing operations.

 

Condensed Consolidated Half-yearly Statement of Comprehensive Income

for the half year ended 30 June 2015

 

Half year

ended June

Year ended

December

2015

£'000

2014

(Restated)

£'000

2014

(Restated)

£'000

Profit for the financial period

16,487

11,644

18,223

Other comprehensive (expense) / income

Items that will not be reclassified to the Income Statement:

Remeasurements of the net defined benefit liability

(6,777)

8

3,244

Deferred tax arising

1,355

(2)

(649)

Total items that will not be reclassified to the Income

Statement

(5,422)

6

2,595

 

Items that are or may in the future be reclassified to the Income Statement:

Effective portion of changes in fair value of cash flow hedges

602

712

(3,984)

Fair value of cash flow hedges transferred to the Income Statement

870

(482)

1,076

Deferred tax arising

(294)

(45)

582

Exchange difference on retranslation of foreign currency net

investments

(1,718)

(505)

(944)

Exchange movements associated with borrowings

1,719

491

869

Exchange differences - non-controlling interests

(136)

(144)

(186)

Total items that are or may be reclassified subsequently to

the Income Statement

1,043

27

(2,587)

Other comprehensive (expense) / income for the period,

net of income tax

(4,379)

33

8

Total comprehensive income for the period

12,108

11,677

18,231

Attributable to:

Equity shareholders of the parent

12,468

12,152

20,051

Non-controlling interests

(360)

(475)

(1,820)

12,108

11,677

18,231

 

Condensed Consolidated Half-yearly Balance Sheet

as at 30 June 2015

June

December

 

Notes

2015

£'000

2014

£'000

2014

£'000

 

Assets

 

Non-current assets

 

Property, plant and equipment

148,025

150,150

149,745

 

Intangible assets

40,374

40,850

40,581

 

Investments in associates

854

666

782

 

Employee benefits

8

799

-

3,449

 

Deferred taxation assets

1,325

1,698

1,394

 

 

191,377

193,364

195,951

 

 

Current assets

 

Inventories

70,269

71,588

67,323

 

Trade and other receivables

58,329

59,601

32,254

 

Cash and cash equivalents

20,500

3,789

20,320

 

 

149,098

134,978

119,897

 

 

Total assets

340,475

328,342

315,848

 

 

Liabilities

 

Current liabilities

 

Trade and other payables

82,953

76,308

60,720

 

Corporation tax

4,443

4,149

4,276

 

Interest-bearing loans and borrowings

33

5,244

85

 

Derivative financial instruments

1,719

54

3,192

 

 

89,148

85,755

68,273

 

 

Non-current liabilities

 

Interest-bearing loans and borrowings

53,397

49,495

50,715

 

Employee benefits

8

-

90

-

 

Deferred taxation liabilities

13,966

15,990

14,966

 

 

67,363

65,575

65,681

 

 

Total liabilities

156,511

151,330

133,954

 

 

Net assets

183,964

177,012

181,894

 

 

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

(5,532)

(6,689)

(6,689)

 

Capital redemption reserve

75,394

75,394

75,394

 

Consolidation reserve

(213,067)

(213,067)

(213,067)

 

Hedging reserve

(1,310)

23

(2,488)

 

Retained earnings

254,824

245,991

254,729

 

 

Equity attributable to equity shareholders of the parent

182,849

174,192

180,419

 

Non-controlling interests

1,115

2,820

1,475

 

 

Total equity

183,964

177,012

181,894

 

 

 

Condensed Consolidated Half-yearly Cash Flow Statement

for the half year ended 30 June 2015

Half year ended

June

Year ended

December

2015

£'000

2014

£'000

2014

£'000

Cash flows from operating activities

 

 

 

 

Profit for the financial period

16,487

11,644

18,223

Income tax expense

4,335

2,385

4,198

 

 

Profit before tax on total operations

20,822

14,029

22,421

Adjustments for:

Depreciation

7,006

5,986

11,982

Amortisation

645

605

1,231

Share of results of associates

(72)

(3)

(118)

Loss / (gain) on sale of property, plant and equipment

84

143

(360)

Equity settled share-based expenses

974

579

2,496

Financial income and expenses (net)

1,192

1,585

2,884

 

Operating cash flow before changes in working capital and

pension scheme contributions

30,651

22,924

40,536

Increase in trade and other receivables

(27,735)

(27,166)

(159)

(Increase) / decrease in inventories

(3,584)

(559)

3,102

Increase / (decrease) in trade and other payables

15,224

3,506

(2,656)

Operational restructuring costs paid

(260)

-

(235)

Pension scheme contributions

(4,300)

(4,300)

(4,600)

 

Cash generated from / (absorbed by) the operations

9,996

(5,595)

35,988

Financial expenses paid

(1,074)

(1,536)

(2,840)

Income tax paid

(3,724)

(1,940)

(4,031)

 

Net cash flow from operating activities

5,198

(9,071)

29,117

 

Cash flows from investing activities

Proceeds from sale of property, plant and equipment

93

2,190

3,077

Financial income received

5

2

5

Acquisition of property, plant and equipment

(5,545)

(3,818)

(11,269)

Acquisition of intangible assets

(441)

(393)

(741)

 

Net cash flow from investing activities

(5,888)

(2,019)

(8,928)

 

Cash flows from financing activities

Payments to acquire own shares

(3,461)

(4,266)

(4,266)

Net (decrease) / increase in other debt and finance leases

(117)

(49)

269

Increase / (decrease) in borrowings

4,465

1,567

(2,690)

Equity dividends paid

-

-

(10,791)

 

Net cash flow from financing activities

887

(2,748)

(17,478)

 

Net increase / (decrease) in cash and cash equivalents

197

 

(13,838)

2,711

Cash and cash equivalents at beginning of the period

20,320

 

17,652

17,652

Effect of exchange rate fluctuations

(17)

 

(25)

(43)

 

Cash and cash equivalents at end of the period

20,500

 

3,789

20,320

 

 

Condensed Consolidated Half-yearly Statement of Changes in Equity

for the half year ended 30 June 2015

 

Attributable to equity holders of the Company

Share

capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

Non-con-

trolling

interests

Total

equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Current half year

At 1 January 2015

49,845

22,695

(6,689)

75,394

(213,067)

(2,488)

254,729

180,419

1,475

181,894

Total comprehensive

income / (expense) for the

period

Profit for the financial

period attributable to

equity shareholders of

the parent

-

-

-

-

-

-

16,711

16,711

(224)

16,487

Other comprehensive

income / (expense)

Exchange differences

-

-

-

-

-

-

1

1

(136)

(135)

Effective portion of

changes in fair value of

cash flow hedges

-

-

-

-

-

602

-

602

-

602

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

-

-

-

-

-

870

-

870

-

870

Deferred tax arising

-

-

-

-

-

(294)

-

(294)

-

(294)

Defined benefit plan

actuarial losses

-

-

-

-

-

-

(6,777)

(6,777)

-

(6,777)

Deferred tax arising

-

-

-

-

-

-

1,355

1,355

-

1,355

Total other

comprehensive

income / (expense)

-

-

-

-

-

1,178

(5,421)

(4,243)

(136)

(4,379)

Total comprehensive

income / (expense) for the

period

-

-

-

-

-

1,178

11,290

12,468

(360)

12,108

Transactions with

owners, recorded

directly in equity

Contributions by and

distributions to

owners

Share-based payments

-

-

-

-

-

-

974

974

-

974

Deferred tax on share-based

payments

-

-

-

-

-

-

100

100

-

100

Corporation tax on share-

 based payments

-

-

-

-

-

-

215

215

-

215

Dividends to equity

shareholders

-

-

-

-

-

-

(7,866)

(7,866)

-

(7,866)

Purchase of own shares

-

-

(3,461)

-

-

-

-

(3,461)

-

(3,461)

Disposal of own shares

-

-

4,618

-

-

-

(4,618)

-

-

-

Total contributions by

and distributions to

owners

-

-

1,157

-

-

-

(11,195)

(10,038)

-

(10,038)

Total transactions with

 owners of the Company

-

-

1,157

-

-

1,178

95

2,430

(360)

2,070

At 30 June 2015

49,845

22,695

(5,532)

75,394

(213,067)

(1,310)

254,824

182,849

1,115

183,964

 

 

Attributable to equity holders of the Company

Share

capital

Share

premium

account

Own

shares

Capital

Redemp-tion

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

Non-con-

trolling

interests

Total

equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior half year

At 1 January 2014

49,845

22,695

(9,512)

75,394

(213,067)

(162)

246,944

172,137

3,295

175,432

Total comprehensive

income / (expense) for the

period

Profit for the financial

period attributable to

equity shareholders of

the parent

-

-

-

-

-

-

11,975

11,975

(331)

11,644

Other comprehensive

income / (expense)

Exchange differences

-

-

-

-

-

-

(14)

(14)

(144)

(158)

Effective portion of

changes in fair value of

cash flow hedges

-

-

-

-

-

712

-

712

-

712

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

-

-

-

-

-

(482)

-

(482)

-

(482)

Deferred tax arising

-

-

-

-

-

(45)

-

(45)

-

(45)

Defined benefit plan

actuarial gain

-

-

-

-

-

-

8

8

-

8

Deferred tax arising

-

-

-

-

-

-

(2)

(2)

-

(2)

Total other

comprehensive

income / (expense)

-

-

-

-

-

185

(8)

177

(144)

33

Total comprehensive

income / (expense) for the

period

-

-

-

-

-

185

11,967

12,152

(475)

11,677

Transactions with

owners, recorded

directly in equity

Contributions by and

distributions to

owners

Share-based payments

-

-

-

-

-

-

579

579

-

579

Deferred tax on share-based

payments

-

-

-

-

-

-

291

291

-

291

Corporation tax on share-

based payments

-

-

-

-

-

-

166

166

-

166

Dividends to equity

shareholders

-

-

-

-

-

-

(6,867)

(6,867)

-

(6,867)

Purchase of own shares

-

-

(4,266)

-

-

-

-

(4,266)

-

(4,266)

Disposal of own shares

-

-

7,089

-

-

-

(7,089)

-

-

-

Total contributions by

and distributions to

owners

-

-

2,823

-

-

-

(12,920)

(10,097)

-

(10,097)

Total transactions with

owners of the Company

-

-

2,823

-

-

185

(953)

2,055

(475)

1,580

At 30 June 2014

49,845

22,695

(6,689)

75,394

(213,067)

23

245,991

174,192

2,820

177,012

 

Attributable to equity holders of the Company

Share

capital

Share

premium

account

Own

shares

Capital

Redemp-tion

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

Total

Non-con-

trolling

interests

Total

equity

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior year

At 1 January 2014

49,845

22,695

(9,512)

75,394

(213,067)

(162)

246,944

172,137

3,295

175,432

Total comprehensive

income / (expense) for

the period

Profit for the financial

period attributable to

equity shareholders of

the parent

-

-

-

-

-

-

19,857

19,857

(1,634)

18,223

Other comprehensive

income / (expense)

Exchange differences

-

-

-

-

-

-

(75)

(75)

(186)

(261)

Effective portion of

changes in fair value of

cash flow hedges

-

-

-

-

-

(3,984)

-

(3,984)

-

(3,984)

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

-

-

-

-

-

1,076

-

1,076

-

1,076

Deferred tax arising

-

-

-

-

-

582

-

582

-

582

Defined benefit plan

actuarial gains

-

-

-

-

-

-

3,244

3,244

-

3,244

Deferred tax arising

-

-

-

-

-

-

(649)

(649)

-

(649)

Total other

comprehensive income /

(expense)

-

-

-

-

-

(2,326)

2,520

194

(186)

8

Total comprehensive

income / (expense) for the

period

/ (expense) for the period

-

-

-

-

-

(2,326)

22,377

20,051

(1,820)

18,231

Transactions with

owners, recorded

directly in equity

Contributions by and

distributions to

owners

Share-based payments

-

-

-

-

-

-

2,496

2,496

-

2,496

Deferred tax on share-based

payments

-

-

-

-

-

-

460

460

-

460

Corporation tax on share-

based payments

-

-

-

-

-

-

332

332

-

332

Dividend to equity

shareholders

-

-

-

-

-

-

(10,791)

(10,791)

-

(10,791)

Purchase of own shares

-

-

(4,266)

-

-

-

-

(4,266)

-

(4,266)

Disposal of own shares

-

-

7,089

-

-

-

(7,089)

-

-

-

Total contributions by

and distributions to

owners

-

-

2,823

-

-

-

(14,592)

(11,769)

-

(11,769)

Total transactions with

 owners of the Company

-

-

2,823

-

-

(2,326)

7,785

8,282

(1,820)

6,462

At 31 December 2014

49,845

22,695

(6,689)

75,394

(213,067)

(2,488)

254,729

180,419

1,475

181,894

 

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 2015 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 Conduct 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 28 August 2015. The Condensed Consolidated Half-yearly Financial Statements are not statutory accounts as defined by Section 434 of the Companies Act 2006.

 

The Condensed Consolidated Financial Statements for the half year ended 30 June 2015 and comparative period have not been audited. The Auditor has carried out a review of the Half-yearly Financial Information and their report is set out below.

 

The financial information for the year ended 31 December 2014 has been extracted from the annual Financial Statements, included in the Annual Report 2014, which has been filed with the Registrar of Companies. The report of the Auditor was: (i) unqualified; (ii) did not include a reference to any matters to which the Auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under Section 498 (2) and (3) of the Companies Act 2006.

 

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 Conduct Authority, the condensed set of Financial Statements has, other than in respect of the matters referred to below, 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 2014.

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 2014.

 

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 10 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 10 July 2015. Management believe that there are sufficient unutilised facilities held, which mature after 12 months. The Group's performance is dependent on economic and market conditions, the outlook for which is difficult to predict. Based on current expectations, the Group's cash forecasts continue to meet half year and year end bank covenants and there is adequate headroom that is not dependent on facility renewals. After considering relevant uncertainties, the Directors believe that the Group is well placed to manage its business risks successfully. Accordingly, they continue to adopt the going concern basis in preparing the Condensed Consolidated Half-yearly Financial Statements.

 

The Condensed Consolidated Statement of Comprehensive Income and Condensed Consolidated Statement of Changes in Equity have been restated in respect of the half year ended 30 June 2014 (£457,000 reduction to Other Comprehensive Income) and the year ended 31 December 2014 (£792,000 reduction to Other Comprehensive Income). The restatement was in respect of deferred taxation and corporation tax on share-based payments which were previously presented within Other Comprehensive Income. The Statement has also been restated to show the effects of net investment hedging on a gross basis in both periods. There is no impact on retained profits or net assets for any period.

 2. Segmental analysis

 

IFRS 8 "Operating Segments" requires operating segments to be identified on the basis of discrete financial information about components of the Group that are regularly reviewed by the Group's Chief Operating Decision Maker ("CODM") to allocate resources to the segments and to assess their performance. As far as Marshalls is concerned, the CODM is regarded as being the Executive Directors. The Directors have concluded that the detailed requirements of IFRS 8 support the reporting of the Group's Landscape Products business as a reportable segment, which includes the UK operations of the Marshalls Landscape Products hard landscaping business, servicing both the UK Domestic and the UK Public Sector and Commercial end markets. Financial information for Landscape Products is reported to the Group's CODM for the assessment of segmental performance and to facilitate resource allocation.

 

The Landscape Products reportable segment operates a national manufacturing plan that is structured around a series of production units throughout the UK, in conjunction with a single logistics and distribution operation. A national planning process supports sales to both of the key end markets, namely the Domestic and Public Sector and Commercial end markets and the operating assets produce and deliver a range of broadly similar products that are sold into each of these end markets. Within the Landscape Products operating segment the focus is on the one integrated production, logistics and distribution network supporting both end markets.

 

Included in "Other" are the Group's Street Furniture, Mineral Products, Stone Cladding and International operations which do not currently meet the IFRS 8 reporting requirements.

 

Segment revenues and results

Half year ended June

2015

Half year ended June

2014

(Restated)

Year ended December

2014

(Restated)

Landscape Products

Other

Total

Landscape Products

Other

Total

Landscape

Products

Other

Total

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

External

revenue

154,590

46,756

201,346

141,036*

41,659*

182,695

280,508*

82,933*

363,441

Inter-segment

revenue

(18)

(2,261)

(2,279)

(100)

(2,640)

(2,740)

(194)

(4,731)

(4,925)

Total revenue

154,572

44,495

199,067

140,936*

39,019*

179,955

280,314*

78,202*

358,516

 

 

Segment

operating profit

24,710

720

25,430

19,735

(1,591)

18,144

36,066

(4,549)**

31,517

 

 

 

Unallocated

administration

costs

(3,488)

(2,533)

(6,330)

Share of profits

of associates

72

3

118

 

 

Operating profit

22,014

15,614

25,305

 

 

 

 

 

Finance

charges (net)

(1,192)

(1,585)

(2,884)

 

 

Profit before tax

20,822

14,029

22,421

Taxation

(4,335)

(2,385)

(4,198)

 

 

Profit after tax

16,487

11,644

18,223

 

 

 

 

 

* The comparative revenue figures have been restated to ensure consistent classification with the analysis reported for the half year ended 30 June 2015.

 

** After charging £1,995,000 in respect of restructuring costs in the Belgium business.

 

The accounting policies of the Landscape Products operating segment are the same as the Group's accounting policies.

 

Segment profit represents the profit earned without allocation of the share of profit of associates and certain administration costs that are not capable of allocation. Centrally administered overhead costs that relate directly to the reportable segments are included within the segment results.

 

Segment assets

 

June

2015

June

2014

December

2014

£'000

£'000

£'000

Fixed assets and inventory:

Landscape Products

158,807

160,613

156,509

Other

59,487

61,125

60,559

Total segment fixed assets and inventory

218,294

221,738

217,068

 

 

 

Unallocated assets

122,181

106,604

98,780

Consolidated total assets

340,475

328,342

315,848

 

For the purpose of monitoring segment performance and allocating performance between segments, the Group's CODM monitors the property, plant and equipment and inventory. Assets used jointly by reportable segments are not allocated to individual reportable segments.

 

Other segment information

 

Depreciation and amortisation

Fixed asset additions

Half year ended

June

Year ended

December

Half year ended

June

Year ended

December

2015

2014

2014

2015

2014

2014

£'000

£'000

£'000

£'000

£'000

£'000

Landscape Products

5,286

4,924

9,919

4,594

2,981

7,994

Other

2,365

1,667

3,294

1,392

1,230

4,016

7,651

6,591

13,213

5,986

4,211

12,010

 

 

Geographical destination of revenue

Half year

ended June

Year ended

December

2015

2014

2014

£'000

£'000

(Restated)

£'000

(Restated)

United Kingdom

187,062

168,732*

338,483*

 

Rest of the World

12,005

11,223*

20,033*

199,067

179,955

358,516

 

* The comparative figures that analyse revenue by geographical destination have been restated to ensure consistent classification with the analysis reported for the half year ended 30 June 2015.

 

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.

 

3. Net operating costs

Half year

ended June

Year ended

December

2015

2014

2014

£'000

£'000

£'000

Raw materials and consumables

73,308

66,407

137,250

Changes in inventories of finished goods and work

in progress

(1,678)

781

(3,484)

Personnel costs

48,744

45,778

93,439

Depreciation - owned

7,006

5,946

11,907

- leased

-

40

75

Amortisation of intangible assets

645

605

1,231

Own work capitalised

(907)

(561)

(1,473)

Other operating costs

50,551

46,954

94,910

Restructuring costs in Marshalls NV

-

-

1,995

Operating costs

177,669

165,950

335,850

Other operating income

(628)

(1,749)

(2,161)

Net loss / (gain) on asset and property disposals

84

143

(360)

Share of results of associates

(72)

(3)

(118)

Net operating costs

177,053

164,341

333,211

 

4. Financial expenses and income

Half year

ended June

Year ended

December

2015

2014

2014

£'000

£'000

£'000

 

(a) Financial expenses

 

Net interest expense on defined benefit pension scheme

123

51

48

 

Interest expense on bank loans, overdrafts and loan

notes

1,070

1,532

2,835

 

Finance lease interest expense

4

4

6

 

 

1,197

1,587

2,889

 

 

(b) Financial income

 

Interest receivable and similar income

5

2

5

 

 

 

5. Income tax expense

Half year

ended June

Year ended

December

2015

2014

2014

£'000

£'000

£'000

 

Current tax expense

 

Current year

4,057

2,693

5,670

 

Adjustments for prior years

49

(1,240)

(1,834)

 

 

4,106

1,453

3,836

 

Deferred taxation expense

 

Origination and reversal of temporary

differences:

 

Current year

162

195

(319)

 

Adjustments for prior years

67

737

681

 

 

Total tax expense

4,335

2,385

4,198

 

 

 

 

 

Half year

ended June

Year ended

December

2015

2014

2014

%

£'000

%

£'000

%

£'000

Reconciliation of effective tax rate

Profit before tax:

Continuing operations

100.0

20,822

100.0

14,029

100.0

22,421

Tax using domestic corporation tax rate

20.2

4,206

21.5

3,016

21.5

4,821

Disallowed amortisation of intangible assets

(0.1)

(10)

1.4

196

0.1

20

Net income / (expenditure) not taxable

0.1

23

(2.3)

(324)

2.3

510

Adjustments for prior years

0.6

116

(3.6)

(503)

(5.2)

(1,153)

20.8

4,335

17.0

2,385

18.7

4,198

 6. Earnings per share

 

Basic earnings per share of 8.50 pence (30 June 2014: 6.11 pence; 31 December 2014: 10.13 pence) per share is calculated by dividing the profit attributable to ordinary shareholders from total operations and after adjusting for non-controlling interests of 16,711,000 (30 June 2014: £11,975,000; 31 December 2014: £19,857,000) by the weighted average number of shares in issue during the period of 196,484,800 (30 June 2014: 196,034,036; 31 December 2014: 196,116,404).

 

Profit attributable to ordinary shareholders

Half year

ended June

Year ended December

2015

£'000

2014

£'000

2014

£'000

Profit for the financial period

16,487

11,644

18,223

Loss attributable to non-controlling interests

224

331

1,634

Profit attributable to ordinary shareholders

16,711

11,975

19,857

 

Weighted average number of ordinary shares

 

Half year

ended June

Year ended

December

2015

2014

2014

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

(2,893,955)

(2,205,907)

(3,262,351)

Effect of treasury shares acquired

-

(1,138,812)

-

Weighted average number of ordinary shares at end of the period

196,484,800

196,034,036

196,116,404

 

Diluted earnings per share of 8.39 pence (30 June 2014: 6.00 pence; 31 December 2014: 9.89 pence) per share is calculated by dividing the profit from total operations, after adjusting for non-controlling interests, of £16,711,000 (30 June 2014: £11,975,000; 31 December 2014: £19,857,000) by the weighted average number of shares in issue during the period of 196,484,800 (30 June 2014: 196,034,036; 31 December 2014: 196,116,404), plus potentially dilutive shares of 2,734,019 (30 June 2014: 3,711,426; 31 December 2014: 4,646,375), which totals 199,218,819 (30 June 2014: 199,745,462; 31 December 2014: 200,762,779).

 

Weighted average number of ordinary shares (diluted)

 

Half year

ended June

Year ended December

2015

2014

2014

Number

Number

Number

Weighted average number of ordinary shares

196,484,800

196,034,036

196,116,404

Dilutive shares

2,734,019

3,711,426

4,646,375

Weighted average number of ordinary shares (diluted)

199,218,819

199,745,462

200,762,779

 

7. 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

2015

2014

2014

£'000

£'000

£'000

2015 interim

2.25

4,425

-

-

2014 final

4.00

-

-

7,975

2014 interim

2.00

-

3,924

3,924

4,425

3,924

11,899

 

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

 

Pence per qualifying share

Half year

ended June

Year ended December

2015

2014

2014

£'000

£'000

£'000

2014 final

4.00

7,866

-

-

2014 interim

2.00

-

-

3,924

2013 final

3.50

-

6,867

6,867

7,866

6,867

10,791

 

The 2014 final dividend of 4.00 pence per qualifying ordinary share (total value £7,866,000) was paid on 3 July 2015 to shareholders registered at the close of business on 5 June 2015.

 

The Board has declared an interim dividend of 2.25 pence (June 2014: 2.00 pence) per share. This dividend will be paid on 4 December 2015 to shareholders on the register at the close of business on 23 October 2015. The ex-dividend date will be 22 October 2015.

 

8. Employee benefits

 

The Company sponsors a funded defined benefit pension scheme ("the Scheme") in the UK. The Scheme is administered within a trust which is legally separate from the Company. The Trustee Board is appointed by both the Company and the Scheme's membership and acts in the interest of the Scheme and all relevant stakeholders, including the members and the Company. The Trustee is also responsible for the investment of the Scheme's assets.

 

The defined benefit section of the Scheme closed to future service accrual with effect from 30 June 2006 and members no longer pay contributions to the defined benefit section. Company contributions after this date are used to fund any deficit in the Scheme as determined by regular actuarial valuations.

 

The Trustee is required to use prudent assumptions to value the liabilities and costs of the Scheme whereas the accounting assumptions must be best estimates.

 

The Scheme poses a number of risks to the Company, for example longevity risk, investment risk, interest rate risk and inflation risk. The Trustee is aware of these risks and uses various techniques to control them. The Trustee has a number of internal control policies, including a risk register, which are in place to manage and monitor the various risks they face. The Trustee's investment strategy incorporates the use of liability driven investments ("LDIs") to minimise sensitivity of the actuarial funding position to movements in interest rates and inflation rates.

 

The Scheme is subject to regular actuarial valuations, which are usually carried out every three years. An actuarial valuation has been carried out with an effective date of 5 April 2015. These actuarial valuations are carried out in accordance with the requirements of the Pensions Act 2004 and include deliberate margins for prudence. This contrasts with these accounting disclosures which are determined using best estimate assumptions.

 

The results of the 5 April 2015 valuation have been projected to 30 June 2015 by a qualified independent actuary. The figures in the following disclosure were measured using the projected unit method.

 

The amounts recognised in the Consolidated Balance Sheet were as follows:

June

December

2015

2014

2014

£'000

£'000

£'000

Present value of Scheme liabilities

(305,730)

(271,958)

(309,067)

Fair value of Scheme assets

306,529

271,868

312,516

Net amount recognised (before any adjustment for deferred tax)

799

(90)

3,449

 

The amounts recognised in Comprehensive Income were:

 

The current and past service costs, settlement and curtailments, together with the net interest expense for the period are included in the employee benefits expense in the Statement of Comprehensive Income. Remeasurements of the net defined benefit liability are included in Other Comprehensive Income.

 

Half year

ended June

Year ended

December

2015

2014

2014

£'000

£'000

£'000

Service cost:

Net interest expense recognised in the Consolidated Income Statement

123

51

48

Remeasurements of the net liability:

Difference between actual and expected investment return

10,866

(7,494)

(46,766)

Loss arising from changes in financial assumptions

(1,727)

7,064

44,242

Loss arising from changes in demographic assumptions

(4,461)

-

-

Experience loss / (gain)

2,099

422

(720)

Charge / (credit) recorded in Other Comprehensive Income

6,777

(8)

(3,244)

6,900

43

(3,196)

 

 

 

The principal actuarial assumptions used were:

 

June

December

2015

2014

2014

Liability discount rate

3.70%

4.40%

3.60%

Inflation assumption - RPI

3.30%

3.30%

3.10%

Inflation assumption - CPI

2.30%

2.30%

2.10%

Rate of increase in salaries

n/a

n/a

n/a

Revaluation of deferred pensions

2.30%

2.30%

2.10%

Increases for pensions in payment:

CPI pension increases (maximum 5% per annum)

2.30%

2.30%

2.10%

CPI pension increases (maximum 5% per annum,

minimum 3% per annum)

3.10%

3.10%

3.10%

CPI pension increases (maximum 3% per annum)

2.20%

2.20%

2.00%

 

 

June

December

2015

2014

2014

Mortality assumption - before retirement

Same as post retirement

Same as post retirement

Same as post retirement

Mortality assumption - after retirement (males)

S2PMA tables

S1PMA tables

S1PMA tables

Loading

105%

105%

105%

Projection basis

Year of birth

Year of birth

Year of birth

CMI_2014 1.0%

CMI_2012 1.0%

CMI_2012 1.0%

Mortality assumption - after retirement (females)

S2PFA tables

S1PFA tables

S1PFA tables

Loading

105%

105%

105%

Projection basis

Year of birth

Year of birth

Year of birth

CMI_2014 1.0%

CMI_2012 1.0%

CMI_2012 1.0%

Future expected lifetime of current pensioner at age 65:

Male aged 65 at year end

21.7

22.0

21.9

Female aged 65 at year end

23.7

24.2

24.2

Future expected lifetime of future pensioner at age 65:

Male aged 45 at year end

23.0

23.3

23.3

Female aged 45 at year end

25.2

25.7

25.7

 

9. Analysis of net debt

1 January

2015

Cash flow

 

Exchange

differences

30 June

2015

£'000

£'000

£'000

£'000

Cash at bank and in hand

20,320

197

(17)

20,500

Debt due after one year

(50,307)

(4,465)

1,706

(53,066)

Finance leases

(493)

117

12

(364)

(30,480)

(4,151)

1,701

(32,930)

Reconciliation of net cash flow to movement in net debt

 

Half year ended

June

Year ended December

2015

£'000

 2014

£'000

2014

£'000

Net increase / (decrease) in cash and cash equivalents

197

(13,838)

2,711

Cash (inflow) / outflow from (increase) / decrease in debt and

lease financing

(4,348)

(2,009)

1,552

Effect of exchange rate fluctuations

1,701

466

826

Movement in net debt in the period

(2,450)

(15,381)

5,089

Net debt at beginning of the period

(30,480)

(35,569)

(35,569)

Net debt at the end of the period

(32,930)

(50,950)

(30,480)

 

10. Borrowing facilities

 

The total bank borrowing facilities at 30 June 2015 amounted to £145.0 million (30 June 2014: £165.0 million; 31 December 2014: £125.0 million) of which £91.9 million (30 June 2014: £110.4 million; 31 December 2014: £74.7 million) remained unutilised.

 

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

 

The undrawn facilities available at 30 June 2015, in respect of which all conditions precedent had been met, were as follows:

 

June

December

2015

£'000

2014

£'000

2014

£'000

Committed:

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

31,934

50,641

34,693

- Expiring in one year or less

25,000

14,795

25,000

Uncommitted:

- Expiring in one year or less

35,000

45,000

15,000

91,934

110,436

74,693

 

The total borrowing facilities at 28 August 2015 amounted to £115.0 million. In July 2015, following the continued steady reduction in net debt, the Group undertook a full review of its bank facilities in order to align them with current strategy and to ensure headroom against available facilities remains at appropriate levels. On 10 July 2015, the Group decreased its committed facility levels by £30.0 million to £80.0 million, comprising new committed facilities with extended maturities. The committed facilities are all revolving credit facilities with interest charged at variable rate based on LIBOR.

 

On 10 July 2015, the Group also renewed its short-term working capital facilities.

 

The maturity profile of borrowing facilities is structured to provide balanced, committed and phased medium-term debt. Following the recent refinancing of bank facilities, the current facilities are set out as follows:

 

Facility

Cumulative

facility

£'000

£'000

Committed facilities:

Q3: 2020

20,000

20,000

Q3: 2019

20,000

40,000

Q3: 2018

20,000

60,000

Q3: 2017

20,000

80,000

On-demand facilities:

Available all year

15,000

95,000

Seasonal (February to August inclusive)

20,000

115,000

 

11. Fair values of financial assets and financial liabilities

 

A comparison by category of the book values and fair values of the financial assets and liabilities of the Group at 30 June 2015 is shown below:

June

December

2015

2014

(Restated)

Book

amount

Fair

value

Book

 amount

Fair

value

£'000

£'000

£'000

£'000

Trade and other receivables

52,548

52,548

24,830*

24,830*

Cash and cash equivalents

20,500

20,500

20,320

20,320

Bank loans

(53,066)

(52,697)

(50,307)

(49,451)

Finance lease liabilities

(364)

(400)

(493)

(539)

Trade and other payables

(82,953)

(82,953)

(60,720)

(60,720)

Interest rate swaps, forward contracts and

fuel hedges

(1,719)

(1,719)

(3,192)

(3,192)

Financial liabilities - net

(65,054)

(69,562)

Other assets - net

249,018

251,456

183,964

181,894

 

* The amount of financial assets included within trade and other receivables at 31 December 2014 has been restated to remove the impact of prepayments and accrued income, which were previously shown as financial assets. There was no difference between the book value and the fair value of those assets.

 

Estimation of fair values

 

The following summarises the major methods and assumptions used in estimating the fair values of financial instruments reflected in the table.

 

(a) Derivatives

 

Derivative contracts are either marked to market using listed market prices or by discounting the contractual forward price at the relevant rate and deducting the current spot rate. For interest rate swaps broker quotes are used.

 

(b) Interest-bearing loans and borrowings

 

Fair value is calculated based on the expected future principal and interest cash flows discounted at the market rate of interest at the balance sheet date.

 

(c) Finance lease liabilities

 

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements. The estimated fair values reflect changes in interest rates.

 

(d) Trade and other receivables / payables

 

For receivables / payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value. All other receivables / payables are discounted to determine the fair value.

 

(e) Fair value hierarchy

 

The table below analyses financial instruments, measured at fair value, into a fair value hierarchy based on the valuation techniques used to determine fair value.

 

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

Level 1

Level 2

Level 3

Total

£'000

£'000

£'000

£'000

30 June 2015

Derivative financial liabilities

-

1,719

-

-

31 December 2014

Derivative financial liabilities

-

3,192

-

-

 

12. Principal risks and uncertainties

 

The principal risks and uncertainties that could impact the Group for the remainder of the current financial year are those detailed on pages 18 to 20 of the 2014 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 2015 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 2015 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 2015 were as follows:

 

Andrew Allner Chairman

Janet Ashdown Non-Executive Director

Jack Clarke Finance Director

Martyn Coffey Chief Executive

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 41 and 42 of the 2014 Annual Report.

 

 

By order of the Board

Cathy Baxandall

Company Secretary

28 August 2015

 

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 2015, 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 related Notes 1 to 12. 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 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. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review 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 formed.

 

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 Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

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

 

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 United Kingdom. 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 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

Deloitte LLP

Chartered Accountants

Leeds, United Kingdom

28 August 2015

 

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