TIDMMSLH

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   Half Year ended        Increase 
                              30 June 2015      30 June 2014               % 
 Continuing operations: 
 Revenue                         GBP199.1m         GBP180.0m              11 
 EBITDA                           GBP29.7m          GBP22.2m              34 
 Operating profit                 GBP22.0m          GBP15.6m              41 
 Profit before tax                GBP20.8m          GBP14.0m              48 
 
 Basic EPS                           8.50p             6.11p              39 
 
 Interim dividend                    2.25p             2.00p              13 
 
                                                                         510 
 ROCE                                15.2%             10.1%    basis points 
 Net debt to EBITDA              0.7 times         1.4 times 
 

Highlights:

   --      Revenue up 11% to GBP199.1 million (2014: GBP180.0 million) 
   --      Improvement in operating margins to 11.1% (2014: 8.7%) 
   --      Profit before tax up 48% to GBP20.8 million (2014: GBP14.0 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 GBP199.1 million (2014: GBP180.0 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 GBP22.0 million (2014: GBP15.6 million). EBITDA also improved to GBP29.7 million (2014: GBP22.2 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 GBP1.2 million (2014: GBP1.6 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 GBP5.6 million in additional revenue and exceeded the impact of cost inflation by GBP1.4 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 GBP3.8 million and profit growth of GBP1.0 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 GBP184.0 million (June 2014: GBP177.0 million).

At 30 June 2015 net debt was markedly lower at GBP32.9 million (June 2014: GBP50.9 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 GBP5.5 million (2014: GBP3.8 million) and compares with depreciation of GBP7.0 million (2014: GBP6.0 million). Research and development expenditure amounted to GBP1.6 million (2014: GBP1.1 million).

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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 GBP30 million to GBP80 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 GBP0.8 million at 30 June 2015 (December 2014: GBP3.4 million surplus; June 2014: GBP0.1 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 GBP4.6 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     Year ended 
                                                             ended June      December 
                                                       2015         2014         2014 
                                                      Total        Total        Total 
                               Notes                GBP'000      GBP'000      GBP'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      Year ended 
                                                                   ended June       December 
                                                                          2014          2014 
                                                          2015      (Restated)    (Restated) 
                                                       GBP'000         GBP'000       GBP'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        2014        2014 
                                                         GBP'000     GBP'000     GBP'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 

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 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      Year ended 
                                                                              June             December 
                                                            2015                     2014          2014 
                                                         GBP'000                  GBP'000       GBP'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   Consolid-                                       Non-con- 
                     Share    premium       Own    redemption       ation    Hedging    Retained                trolling      Total 
                   capital    account    shares       reserve     reserve    reserve    earnings      Total    interests     equity 
                   GBP'000    GBP'000   GBP'000       GBP'000     GBP'000    GBP'000     GBP'000    GBP'000      GBP'000    GBP'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 

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  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   Consolid-                                       Non-con- 
                     Share    premium       Own    Redemp-tion       ation    Hedging    Retained                trolling      Total 
                   capital    account    shares        reserve     reserve    reserve    earnings      Total    interests     equity 
                   GBP'000    GBP'000   GBP'000        GBP'000     GBP'000    GBP'000     GBP'000    GBP'000      GBP'000    GBP'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   Consolid-                                       Non-con- 
                     Share    premium       Own    Redemp-tion       ation    Hedging    Retained                trolling      Total 
                   capital    account    shares        reserve     reserve    reserve    earnings      Total    interests     equity 
                   GBP'000    GBP'000   GBP'000        GBP'000     GBP'000    GBP'000     GBP'000    GBP'000      GBP'000    GBP'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.

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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 (GBP457,000 reduction to Other Comprehensive Income) and the year ended 31 December 2014 (GBP792,000 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              Year ended December 
                        Half year ended June                     2014                             2014 
                                 2015                         (Restated)                       (Restated) 
                    Landscape                       Landscape                       Landscape 
                     Products     Other     Total    Products     Other     Total    Products       Other     Total 
                      GBP'000   GBP'000   GBP'000     GBP'000   GBP'000   GBP'000     GBP'000     GBP'000   GBP'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 GBP1,995,000 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.

 
                                      June      June   December 
 Segment assets                       2015      2014       2014 
                                   GBP'000   GBP'000    GBP'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 
 
 

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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      Year ended    Half year ended    Year ended 
                               June             December          June           December 
                           2015       2014          2014      2015      2014         2014 
                        GBP'000    GBP'000       GBP'000   GBP'000   GBP'000      GBP'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          Year ended 
                                   ended June           December 
                                2015          2014          2014 
                             GBP'000       GBP'000       GBP'000 
                                        (Restated)    (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            Year ended 
                                                ended June             December 
                                          2015                2014         2014 
                                       GBP'000             GBP'000      GBP'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         Year ended 
                                        ended June          December 
                                       2015      2014           2014 
                                    GBP'000   GBP'000      GBP'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         Year ended 
                                    ended June          December 
                                   2015      2014           2014 
                                GBP'000   GBP'000      GBP'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                 Year ended 
                                               ended June                  December 
                                        2015              2014                  2014 
                                       %   GBP'000       %   GBP'000       %   GBP'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: GBP11,975,000; 31 December 2014: GBP19,857,000) 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        Year ended 
                                                        ended June         December 
                                                       2015       2014         2014 
                                                    GBP'000    GBP'000      GBP'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             Year ended 
                                                                   ended June              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 GBP16,711,000 (30 June 2014: GBP11,975,000; 31 December 2014: GBP19,857,000) 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            Year ended 
                                                       ended June             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 

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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       Year ended 
                                                  ended June        December 
                                                 2015      2014         2014 
                                              GBP'000   GBP'000      GBP'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       Year ended 
                                                  ended June        December 
                                                 2015      2014         2014 
                                              GBP'000   GBP'000      GBP'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 GBP7,866,000) 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 
                                                    GBP'000     GBP'000     GBP'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       Year ended 
                                                              ended June        December 
                                                             2015      2014         2014 
                                                          GBP'000   GBP'000      GBP'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    Same as post    Same as post 
                                                retirement      retirement      retirement 
 
 Mortality assumption - after retirement      S2PMA tables    S1PMA tables    S1PMA tables 
  (males) 
 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      S2PFA tables    S1PFA tables    S1PFA tables 
  (females) 
 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   Cash flow       Exchange    30 June 
                                  2015                differences       2015 
                               GBP'000     GBP'000        GBP'000    GBP'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) 
 
 

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Reconciliation of net cash flow to movement in net debt

 
                                               Half year ended    Year ended 
                                                     June           December 
                                                 2015       2014        2014 
                                              GBP'000    GBP'000     GBP'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 GBP145.0 million (30 June 2014: GBP165.0 million; 31 December 2014: GBP125.0 million) of which GBP91.9 million (30 June 2014: GBP110.4 million; 31 December 2014: GBP74.7 million) remained unutilised.

These figures include an additional seasonal working capital facility of GBP20.0 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       2014       2014 
                                              GBP'000    GBP'000    GBP'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 GBP115.0 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 GBP30.0 million to GBP80.0 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 
                                           GBP'000      GBP'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       Fair      Book      Fair 
                                 amount      value    amount     value 
                                GBP'000    GBP'000   GBP'000   GBP'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 
                                   GBP'000  GBP'000  GBP'000  GBP'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

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