KINGSPAN GROUP PLC
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2011
Kingspan, the global leader in high performance insulation and building envelope solutions, reports its preliminary results for the year ended 31 December 2011
Highlights:
Financial Highlights:
· Revenue up 30% to €1.55 billion, an increase of 14% excluding acquisitions
· Trading profit up 33% from €72.0m to €95.7m, an increase of 24% excluding acquisitions
· Group trading margin of 6.2%, an increase of 20bps. Underlying trading margin increased by 50 bps
· Basic EPS up 27% to 37.1 cent
· Final dividend per share of 6.5 cent. Total dividend for the year up 10% to 11 cent
· Strong free cashflow of €76.9m (2010: €39.9m)
· Net debt of €170.1m (2010: €120.8m), reflecting acquisitions of €107.0m partially offset by free cashflow. Net debt to EBITDA of 1.3x (2010:1.2x)
· Successful completion of a ten year $200m Private Placement in August 2011 extending the weighted average maturity of the Group's debt facilities to 4.0 years
Operational Highlights:
· The acquisition and integration of the CIE insulation business, significantly strengthening the Group's Mainland European presence. Insulation Boards divisional revenues grew by 85% to €460m (up 9% excluding the acquisition)
· Strong volume growth in Insulated Panels across most regions, demonstrating continued growth in penetration, with revenue up 19% to €758m
· Return to profit growth in the Environmental division, with sales growth of 18% to €202m and particularly buoyant sales in Mainland Europe
· Solid performance in Access Floors, despite acute weakness in the office construction market worldwide. Divisional sales decreased by 6% to €126m
· Full recovery of raw material cost increases of approximately €60m
Summary Financials:
2011 €m |
2010 €m |
% change |
|
Revenue |
1,546.9 |
1,193.2 |
+30% |
EBITDA* |
133.6 |
107.6 |
+24% |
Trading Profit** |
95.7 |
72.0 |
+33% |
Trading Margin |
6.2% |
6.0% |
+20bps |
Profit after tax |
62.9 |
49.1 |
+28% |
EPS |
37.1 |
29.2 |
+27% |
*Earnings before finance costs, income tax, depreciation and intangible amortisation
**Earnings before amortisation of intangibles
Gene Murtagh, Chief Executive of Kingspan commented:
"Kingspan delivered a strong performance last year helped by significant sales growth and stable margins. Although the international economic outlook remains uncertain, the Group continues to expand its global presence in markets which are driven by conversion to high performance insulation products and an increasing desire for lower energy living standards."
For further information contact:
Murray Consultants Ed Micheau |
Tel: +353 (0) 1 4980 300
|
Business Review
2011 transpired to be another year beset by global uncertainty, resulting in uninspiring economic performances in all but a few markets worldwide. Featuring most prominently was the lack of fiscal cohesion within the EU. General economic activity in Kingspan's other key regions of the US and UK was similarly mediocre with market conditions remaining delicate.
The interdependence of construction activity and the macroeconomic environment is clear. The lion's share of Kingspan's activities is focused on the non-residential markets of Mainland Europe, UK and the US, all of which were undoubtedly weak in the past year. Despite these pressures, the positioning of our businesses within the high performance insulation niche, provided a platform not only for stability, but also for strong growth during 2011.
This position, combined with the growing global recognition of the tangible economic benefits of improved building energy performance, underscored the Group's revenue and profit growth last year. Sales turnover grew by 30% to €1,547m, and trading profit grew 33% to €95.7m. Although these figures were complemented by the acquisition of a continental European insulation business, the underlying growth rates were nonetheless strong at 14% and 25% respectively, ameliorated somewhat by unseasonally warm weather in the last six weeks of the year.
Insulated Panels
|
FY '11 €m |
FY '10 €m |
Change |
Turnover |
758.0 |
638.5 |
+19% (1) |
Trading Profit |
50.5 |
35.8 |
+41% |
Trading Margin |
6.7% |
5.6% |
|
(1) Comprising volume growth +11%, price/mix +9% and currency impact -1%
UK
Sales volume of Insulated Panels in the UK grew 10% in 2011, a strong performance given the relative weakness of the non-residential market in the region. Behind this performance was a gradual improvement in penetration, a solid flow of retail and food sector projects, and continued growth in refurbishment activity across all segments. In addition to this our new photovoltaic insulated Powerpanel® was launched posting encouraging first year sales of approximately 5 megawatt. At year-end, the UK orderbook stood at a similar level to the same point a year earlier, and early indications would point towards a positive first quarter.
Central & Eastern Europe
Sales volume in this region ended the year up significantly, driven in the main by a strong performance in Germany and Turkey. In the wider Eastern European markets, sales were relatively subdued in the Czech Republic, Hungary and Poland. With the year-end orderbook up 11% by volume over prior year at year end, quarter one sales are expected to show improvement over the first quarter of 2011.
Western Europe
In the Benelux and France, sales volume grew 13% as the Kingspan brand becomes increasingly established, and market share rises. The market in the Netherlands was tough during 2011, however strong progress in both France and Belgium more than compensated for this. The current year's sales pattern is expected to be similar, and the orderbook at year end was flat over prior year.
North America
Sales volume in this region grew 5% over prior year, owing largely to the strong exit from 2010, and a similarly strong order intake in the first half of 2011. Although competition has increased in the US, there is clear evidence of momentum in penetration growth which over the longer term is expected to develop along similar lines to that of Europe. Kingspan's brand is at the forefront of this market transition.
Australasia
Sales volumes improved well during the year in this region, growing approximately 20% in both dispatches and order intake. The dynamic in Australia in particular, resembles that of the US with the market developing from low levels of penetration to an increasing acceptance of low energy building fabrics. 2012 should deliver further growth, aided by a strong orderbook as we entered the year.
Ireland
Sales volume in Ireland, although at exceptionally low levels, grew approximately 13% in the period, and order intake was marginally ahead of prior year. The performance of our business in the region can be expected to remain relatively stable for the foreseeable future.
Insulation Boards
|
FY '11 €m |
FY '10 €m |
Change |
Turnover |
460.4 |
248.2 |
+85% (1) |
Trading Profit |
25.7 |
16.7 |
+54% |
Trading Margin |
5.6% |
6.7% |
|
Underlying*Trading Margin |
7.0% |
6.7% |
|
(1) Comprising growth from acquisition +76%, price/mix +11%, volume -2% and currency impact 0%
*pre-acquisition
UK
The general market environment in the UK was quite challenging during 2011 as new-build construction activity continued to be lacklustre. In the face of this, sales volume contracted marginally by 2%, and revenue grew by 13% as the pass-through of aggressive chemical price increases earlier in the year featured prominently. Growth in the refurbishment sector continued to be a key aspect of the division's performance. That can be expected to remain the case as we generate further opportunity through the UK's forthcoming 'Green Deal' initiative. This will be achieved in both the Kingspan and the newly acquired Ecotherm brands.
Western Europe
Sales growth in this region was exceptionally strong in the period, clearly supported by the acquired business and revenues in the Benelux and Germany. Underlying sales grew by 9%, driven again by the twin drivers of penetration growth and refurbishment. This pattern has been evident across all applications, which now include domestic roofing elements and blown cavities through the Dutch based Unidek brand. In all, it was a year in which the Insulation Boards division made quantum progress on the continent, cementing Kingspan's position as Europe's leading high performance insulation provider.
Australasia
Although the market weakened progressively through 2011, Kingspan's business advanced well, growing by 10% in the period. As with other markets, the gradual displacement of traditional fibrous insulation has been key in delivering the sales improvement, coupled with a substantial rise in Kooltherm® sales in the region. Although the wider economic environment in Australia and New Zealand is not forecast to improve in the near-term, continued conversion should deliver further growth in 2012.
Ireland
Not surprisingly, sales volumes declined by a further 19% during the year, the result of continued weakness in the newbuild sector. Whilst the prognosis for this sector is not particularly positive, activity would appear to have stabilised, albeit at levels so low that they are simply not sustainable over the longer term.
Environmental
|
FY '11 €m |
FY '10 €m |
Change |
Turnover |
202.3 |
171.7 |
+18% |
Trading Profit |
6.7 |
0.9 |
|
Trading Margin |
3.3% |
0.5% |
|
Sales in this division performed robustly given the weakness of the end-markets in which it operates, in particular the UK and Ireland. Volumes in the more traditional product ranges of fuel storage and water treatment were predictably weaker given the new build dynamics of these markets, however sales to continental Europe experienced a dramatic increase. This was due in the main to the business securing a one-off contract for agricultural fuel storage in France, which will expire in early 2012.
Hot Water Systems sales stabilised in the UK, and the division's growing suite of renewable technologies posted encouraging growth in the UK, Ireland and North America. This range was further complemented by the addition of a micro-wind offering during the year, currently up to 6 kilowatt and now branded KingspanWind®. Over the coming 18 months, we anticipate widening the range to offer up to a 15 kilowatt turbine. Together with the smaller turbines, these products will be used in many applications from homes, to farms, to small enterprises, and will be marketable globally.
Access Floors
|
FY '11 €m |
FY '10 €m |
Change |
Turnover |
126.2 |
134.8 |
-6% (1) |
Trading Profit |
12.8 |
18.6 |
-31% |
Trading Margin |
10.2% |
13.8% |
|
(1) Comprising volume -11%, price/mix +7% and currency impact -2%
Given the division's historic reliance on the office construction market, revenue was negatively impacted by the global weakness in newbuild commercial office space, particularly in the US. Activity in this market dropped to an all-time low during 2011, levelling out at approximately 25% of its 20 year annual average. On the positive side, penetration has continued to creep upwards gradually and a stable global data centre construction environment combined with focused new product introductions was supportive to this business during the period.
In the UK, sales weakened during the year, however office construction starts improved and given the late-cycle nature of access floors this is likely to be evident in orders during the second half of the current year.
As part of the globalisation of this division, Tasman Access Floors in Australia was acquired in January 2012 from New Zealand's Fletcher Group. This business is the Australia/New Zealand market leader in Access Floors, and will form a key part in the wider Asian presence we expect to develop over time.
Net Zero Energy
During 2011, the Group embarked on its own Net Zero Initiative, which in essence aims to have all facilities running on entirely renewable power by 2020. An interim target is to achieve Net 50% by end 2016. To the extent that it is physically possible, our plants will generate their own on-site power, and where that is not practical, renewable energy will be sourced externally. The Group Head Office in Ireland achieved Net Zero during 2011 with a 132kw solar power installation. Other sizeable projects undertaken to date include a 406kw solar power plant at Holywell and 799kw solar power plant at Pembridge in the UK, as well as Tate Access Floors in the US sourcing externally generated wind power. Further large scale projects planned over the next three years include a 5 megawatt wind installation at Holywell, a biogas facility at Pembridge, and a wood-fired CHP generator at Selby.
Research & Development
Ensuring a continuous flow of new product developments has always been a core theme throughout Kingspan. These projects range from evolutionary chemical and structural improvements in our offering, to more fundamental changes in materials and building envelope solutions. Amongst the many initiatives currently being worked through include:
- Next Generation Insulation, dramatically improving thermal performance, and due for launch in 2012.
- Integrated Solar Powerpanel®, combining the structural and thermal qualities of the Insulated Panel together with vacuum integrated solar cells. This product should be launched during 2013.
- A 15kw micro wind turbine, to complement the current 3kw and 6kw units, again due for launch in 2013.
Financial Review
Overview of results
Group revenue increased by 30% to €1.55 billion (2010: €1.19 billion) and trading profit increased by 33% to €95.7m (2010: €72.0m) resulting in an improvement of 20 basis points in the Group's trading profit margin to 6.2% (2010: 6.0%). Basic EPS for the year was 37.1 cent, representing an increase of 27% (2010: 29.2 cent).
The Group's underlying sales and trading profit growth by division are set out below:
Sales |
Underlying |
Currency |
Acquisition |
Total |
Insulated Panels |
20% |
-1% |
- |
+19% |
Insulation Boards |
9% |
0% |
76% |
+85% |
Environmental |
19% |
-1% |
- |
+18% |
Access Floors |
-4% |
-2% |
- |
-6% |
Group |
14% |
- |
16% |
+30% |
The Group's trading profit measure is earnings before interest, tax and amortisation of intangibles:
Trading Profit |
Underlying |
Currency |
Acquisition |
Total |
Insulated Panels |
41% |
- |
- |
41% |
Insulation Boards |
15% |
-1% |
40% |
54% |
Environmental |
646% |
-2% |
- |
644% |
Access Floors |
-28% |
-3% |
- |
-31% |
Group |
25% |
-1% |
9% |
+33% |
Finance costs
Finance costs for the year increased by €1.4m to €13.1m (2010: €11.7m). Finance costs include a credit of €0.6m (2010: €0.5m credit) in respect of the Group's legacy defined benefit pension schemes. In 2010 a net non-cash charge of €2.7m was incurred in respect of swaps on the Group's 2005 USD Private Placement. This item was significantly lower in 2011 following designation of the swap as a cashflow hedge in February 2010. On an underlying basis, excluding the impact of the non-cash charge on the swap in 2010, finance costs increased by €3.8m over the previous year. This reflects the impact of acquisitions during the year as well as the USD Private Placement entered into in August 2011. During 2011 the Group's average interest rate on gross debt increased by 40 basis points to 4.03% (2010: 3.63%) as a result of the impact of longer term financing associated with the August 2011 USD Private Placement initially used to repay lower interest revolving credit facility drawings.
Taxation
The tax charge for the year was €14.9m (2010: €6.6m) which represents an effective tax rate of 18% (2010: 11%) on earnings before amortisation. The increase in the effective tax rate is primarily due to the release of an adjusting credit of €8.5m in respect of prior years in 2010.
Dividends
The Board has proposed a final dividend of 6.5 cent per ordinary share payable on 17 May 2012 to shareholders registered on the record date of 27 April 2012. When combined with the interim dividend of 4.5 cent per share, the total dividend for the year increased to 11 cent (2010:10 cent), an increase of 10%.
Acquisitions
The Group's gross acquisition spend during 2011 was €130.3m, the key acquisition being CRH Insulation Europe for a consideration of €127.6m. The gross consideration in respect of this was offset by subsequent disposal proceeds of €23.0m. Further details in respect of the acquisition are set out in note 8.
Retirement benefits
The Group makes pension provision for current pensionable employees through defined contribution arrangements. The Group has two legacy defined benefit schemes which are closed to new members and to future accrual. The net pension deficit in respect of these schemes was €1.4m as at 31 December 2011 (31 December 2010: deficit of €1.6m).
Key performance indicators
The Group has a set of key performance indicators which are set out in the table below:
Key performance indicators |
2011 |
2010 |
Basic EPS growth |
27% |
2% |
Sales growth |
30% |
6% |
Trading margin |
6.2% |
6.0% |
Free cashflow (€m) |
76.9 |
39.9 |
Return on capital employed |
10.0% |
8.6% |
Net debt/EBITDA |
1.3x |
1.2x |
EPS growth. The growth in EPS is accounted for by the 33% increase in trading profit in the period combined with the earnings impact of acquisitions during the year. Sales growth of 30% (2010: 6%) was driven by price growth necessitated by the recovery of raw material price inflation as well as volume growth reflecting increased market penetration for the Group's products.
Trading margin by division is set out below:
|
2011 |
2010 |
Insulated Panels |
6.7% |
5.6% |
Insulation Boards |
5.6% |
6.7% |
Environmental |
3.3% |
0.5% |
Access Floors |
10.2% |
13.8% |
The increase in the Insulated Panels division trading margin reflects operating leverage driven by the sales growth in the year of 19%. The underlying trading margin in Insulation Boards division was 7.0% excluding the impact of the acquisition. This reflects divisional sales growth in the year of 9% before the impact of the acquisition. The increase in the Environmental trading margin was due to the combined impact of sales growth of 18% and a reduction in the warranty charges associated with the legacy Borealis issue. The decrease in trading margin in Access Floors reflects the combined impact of lower volume in the year associated with the subdued office market and lower gross margin due to business mix.
Free cashflow is an important indicator and it reflects the amount of internally generated capital available for re-investment in the business or for distribution to shareholders.
Free cashflow |
2011 |
2010 |
|
€'m |
€'m |
EBITDA* |
133.6 |
107.6 |
Non-cash items |
8.2 |
4.2 |
Movement in working capital |
(17.0) |
(40.5) |
Capital expenditure |
(23.6) |
(15.8) |
Pension contributions |
(2.8) |
(3.2) |
Finance costs |
(11.7) |
(10.2) |
Income taxes paid |
(9.8) |
(2.2) |
Free cashflow |
76.9 |
39.9 |
*Earnings before finance costs, income taxes, depreciation and amortisation
Working capital at year end was €188.6m (2010:€159.9m) and represents 12.2% of annual turnover (2010:13.4%). This metric is monitored throughout the year and is subject to a certain amount of seasonal variability associated with trading patterns and the timing of significant purchases for steel and chemicals.
Return on capital employed is calculated as operating profit divided by total equity plus net debt.
Net debt to EBITDA measures the ratio of debt to earnings and at 1.3x is comfortably less than the Group's banking covenant of 3.5x in both 2011 and 2010.
Financing
The Group funds itself through a combination of equity and debt. Debt is funded through a combination of syndicated bank facilities and private placement loan notes. The primary debt facility is a revolving credit facility with a syndicate of banks of €330m which matures in September 2013. The facility was substantially undrawn at year end. In August 2011 the Group completed a US Private Placement loan note for $200m with a ten year bullet maturity expiring in August 2021. The Group has a pre-existing Private Placement for $200m entered into in 2005 of which $158m matures in 2015 with the balance of $42m expiring in 2017. The weighted average maturity of debt facilities at year end was 4.0 years (December 2010: 3.2 years).
The Group has significant available undrawn facilities which provide appropriate headroom for potential development opportunities.
Net Debt
Net debt increased by €49.3m during 2011 to €170.1m (2010: €120.8m). This is analysed in the table below:
Movement in net debt |
2011 |
2010 |
|
€'m |
€'m |
Free cashflow |
76.9 |
39.9 |
Acquisitions (net of disposal proceeds) |
(107.0) |
(0.2) |
Share issues |
0.5 |
0.5 |
Dividends paid |
(17.3) |
(6.8) |
Cashflow movement |
(46.9) |
33.4 |
Exchange movements on translation |
(2.4) |
1.9 |
(Increase)/decrease in net debt |
(49.3) |
35.3 |
Net debt at start of year |
(120.8) |
(156.1) |
Net debt at end of year |
(170.1) |
(120.8) |
Key financial covenants
The majority of Group borrowings are subject to primary financial covenants calculated in accordance with lenders' facility agreements:
- A maximum net debt to EBITDA ratio of 3.5 times; and
- A maximum net debt to net interest coverage of 4 times
The performance against these covenants in the current and comparative year is set out below:
|
|
2011 |
2010 |
|
Covenant |
Times |
Times |
Net debt/EBITDA |
Maximum 3.5 |
1.3 |
1.2 |
EBITDA/Net interest |
Minimum 4.0 |
10.2 |
11.9 |
Financial risk management
The Group operates a centralised treasury function governed by a treasury policy approved by the Group Board. Adherence to the policy is monitored by the CFO and the Internal Audit function. The Group does not engage in speculative trading of derivatives or related financial instruments.
Board Changes
As previously announced, Kieran Murphy has been appointed as a non-executive director with effect from 1 March 2012, and we are very pleased to welcome him onto the Board. Following the conclusion of this year's Annual General Meeting, Danny Kitchen will be retiring as a non-executive director upon the expiration of his term of office. The Board extends its thanks to Danny for his insightful advice and input during this time as a director.
Looking Ahead
The wider economic environment can be expected to remain uninspiring near-term and, as a result, so too will the majority of construction markets globally. There has been recent evidence of improvement in some markets however, including the non-residential sectors of the UK and US, which ultimately should bode well for the general building market in the medium term. In contrast, building activity in the Benelux and Ireland has weakened in recent months.
Kingspan's largest sector presence is in that of the low rise commercial and industrial segments across the UK, Europe, North America and Australasia, followed by our residential presence in the UK and Western Europe.
It would appear from the recent level of bidding activity and our pipeline that the first half of 2012 should deliver continued, albeit moderating, growth. As has been the case in recent years, it is difficult to see too far ahead with sentiment in most markets still quite variable on a month to month basis. On the one hand, a robust retail and food sector, gradual improvement in the commercial and industrial segments, and relatively stable housing starts in the UK and North America, all augur well for the industry in general. However, this must be counter-balanced by the on-going threats posed by continuing global uncertainty, a persistent lack of credit and the curtailment of public sector capital programmes in most markets. In addition to this, quarter two will pose the challenge of passing through further raw material increases.
Most fundamentally a world evidently moving towards lower energy living will drive continued global growth in penetration of Kingspan's high performance insulation and building fabric solutions.
On behalf of the Board
Gene Murtagh Geoff Doherty
Chief Executive Officer Chief Financial Officer
27 February 2012 27 February 2012
Kingspan Group plc
Group Condensed Income Statement
for the year ended 31 December 2011
|
|
2011 € '000 |
|
2010 € '000 |
Revenue |
|
1,546,893 |
|
1,193,215 |
Costs of sales |
|
(1,124,564) |
|
(859,521) |
Gross Profit |
|
422,329 |
|
333,694 |
Operating costs, excluding intangible amortisation |
|
(326,676) |
|
(261,678) |
Trading Profit |
|
95,653 |
|
72,016 |
Intangible amortisation |
|
(4,745) |
|
(4,611) |
Operating Profit |
|
90,908 |
|
67,405 |
Finance expense |
|
(13,973) |
|
(13,098) |
Finance income |
|
829 |
|
1,358 |
Profit for the year before income tax |
|
77,764 |
|
55,665 |
Income tax expense |
|
(14,894) |
|
(6,597) |
Net profit for the year from continuing operations |
|
62,870 |
|
49,068 |
Attributable to owners of Kingspan Group plc |
|
61,835 |
|
48,657 |
Attributable to non-controlling interests |
|
1,035 |
|
411 |
|
|
62,870 |
|
49,068 |
Earnings per share for the year |
|
|
|
|
Basic |
|
37.1c |
|
29.2c |
Diluted |
|
36.4c |
|
28.6c |
Kingspan Group plc
Group Condensed Statement of Comprehensive Income
for the year ended 31 December 2011
|
|
2011 € '000 |
|
2010 € '000 |
|
|
|
|
|
Profit for the year |
|
62,870 |
|
49,068 |
Other comprehensive income: |
|
|
|
|
Effective portion of changes in fair value of cash flow hedges |
|
(1,292) |
|
2,787 |
Net change in fair value of cash flow hedges reclassified to income statement |
|
299 |
|
389 |
Actuarial losses on defined benefit pension schemes |
|
(3,179) |
|
(998) |
Exchange differences on translating foreign operations |
|
18,030 |
|
30,742 |
Income taxes relating to actuarial losses on defined benefit pension scheme |
|
815 |
|
279 |
Total comprehensive income for the year |
|
77,543 |
|
82,267 |
|
|
|
|
|
Attributable to owners of Kingspan Group plc |
|
76,503 |
|
81,839 |
Attributable to non-controlling interests |
|
1,040 |
|
428 |
|
|
77,543 |
|
82,267 |
Kingspan Group plc
Group Condensed Statement of Financial Position
as at 31 December 2011
|
|
|
2011 €'000 |
|
2010 €'000 |
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Goodwill |
|
|
373,959 |
|
318,216 |
Other intangible assets |
|
|
8,530 |
|
6,457 |
Property, plant and equipment |
|
|
443,240 |
|
408,632 |
Financial assets |
|
|
- |
|
10 |
Derivative financial instruments |
|
|
14,163 |
|
1,305 |
Deferred tax assets |
|
|
7,576 |
|
5,600 |
|
|
|
847,468 |
|
740,220 |
Current assets |
|
|
|
|
|
Inventories |
|
|
160,661 |
|
129,035 |
Trade and other receivables |
|
|
281,802 |
|
236,349 |
Derivative financial instruments |
|
|
2,947 |
|
1,407 |
Cash and cash equivalents |
|
|
141,067 |
|
104,402 |
|
|
|
586,477 |
|
471,193 |
Non-current assets classified as held for sale |
|
|
392 |
|
1,658 |
|
|
|
586,869 |
|
472,851 |
Total assets |
|
|
1,434,337 |
|
1,213,071 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
|
253,055 |
|
202,660 |
Provisions for liabilities |
|
|
45,955 |
|
50,683 |
Derivative financial instruments |
|
|
21 |
|
- |
Deferred consideration |
|
|
480 |
|
2,781 |
Interest bearing loans and borrowings |
|
|
10,430 |
|
14,259 |
Current income tax liabilities |
|
|
39,363 |
|
34,539 |
|
|
|
349,304 |
|
304,922 |
Non-current liabilities |
|
|
|
|
|
Retirement benefit obligations |
|
|
1,389 |
|
1,628 |
Provisions for liabilities |
|
|
9,857 |
|
8,118 |
Interest bearing loans and borrowings |
|
|
317,796 |
|
213,671 |
Deferred tax liabilities |
|
|
20,662 |
|
17,787 |
Deferred consideration |
|
|
344 |
|
- |
|
|
|
350,048 |
|
241,204 |
Total liabilities |
|
|
699,352 |
|
546,126 |
Net Assets |
|
|
734,985 |
|
666,945 |
Equity |
|
|
|
|
|
Share capital |
|
|
22,344 |
|
22,325 |
Share premium |
|
|
38,059 |
|
37,739 |
Capital redemption reserve |
|
|
723 |
|
723 |
Treasury shares |
|
|
(30,707) |
|
(32,565) |
Other reserves |
|
|
(107,715) |
|
(129,233) |
Retained earnings |
|
|
806,144 |
|
763,008 |
Equity attributable to owners of Kingspan Group plc |
|
|
728,848 |
|
661,997 |
Non-controlling interest |
|
|
6,137 |
|
4,948 |
Total Equity |
|
|
734,985 |
|
666,945 |
Kingspan Group plc
Group Condensed Statement of Changes in Equity
for the year ended 31 December 2011
|
Share capital |
Share premium |
Capital redemption reserve |
Treasury shares |
Translation reserve |
Cash flow hedging reserve |
Share based payment reserve |
Revaluation reserve |
Retained Earnings |
Total attributable to owners of the parent |
Non controlling interest |
Total equity |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2011 |
22,325 |
37,739 |
723 |
(32,565) |
(147,411) |
2,570 |
14,895 |
713 |
763,008 |
661,997 |
4,948 |
666,945 |
Transactions with owners recognised directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued |
19 |
320 |
- |
- |
- |
- |
- |
- |
- |
339 |
- |
339 |
Employee share based compensation |
- |
- |
- |
- |
- |
- |
5,427 |
- |
- |
5,427 |
- |
5,427 |
Tax on employee share based compensation |
- |
- |
- |
- |
- |
- |
255 |
- |
- |
255 |
- |
255 |
Exercise or lapsing of share options |
- |
- |
- |
- |
- |
- |
(1,196) |
- |
1,196 |
- |
- |
- |
Transfer of shares |
- |
- |
- |
1,858 |
- |
- |
- |
- |
(58) |
1,800 |
- |
1,800 |
Dividends |
- |
- |
- |
- |
- |
- |
- |
- |
(17,473) |
(17,473) |
- |
(17,473) |
Transactions with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
Capital contribution |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
200 |
200 |
Dividends paid to non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(51) |
(51) |
Transactions with owners |
19 |
320 |
- |
1,858 |
- |
- |
4,486 |
- |
(16,335) |
(9,652) |
149 |
(9,503) |
Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
- |
- |
- |
61,835 |
61,835 |
1,035 |
62,870 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedging in equity |
|
|
|
|
|
|
|
|
|
|
|
|
- current year |
- |
- |
- |
- |
- |
(1,292) |
- |
- |
- |
(1,292) |
- |
(1,292) |
- reclassification to profit |
- |
- |
- |
- |
- |
299 |
- |
- |
- |
299 |
- |
299 |
Defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
(3,179) |
(3,179) |
- |
(3,179) |
Tax on defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
815 |
815 |
- |
815 |
Exchange differences on translating foreign operations |
- |
- |
- |
- |
18,025 |
- |
- |
- |
- |
18,025 |
5 |
18,030 |
Total comprehensive income for the year |
- |
- |
- |
- |
18,025 |
(993) |
- |
- |
59,471 |
76,503 |
1,040 |
77,543 |
Balance at 31 December 2011 |
22,344 |
38,059 |
723 |
(30,707) |
(129,386) |
1,577 |
19,381 |
713 |
806,144 |
728,848 |
6,137 |
734,985 |
Kingspan Group plc
Group Condensed Statement of Changes in Equity
for the year ended 31 December 2010
|
Share capital |
Share premium |
Capital redemption reserve |
Treasury shares |
Translation reserve |
Cash flow hedging reserve |
Share based payment reserve |
Revaluation reserve |
Retained earnings |
Total attributable to owners of the parent |
Non controlling interest |
Total equity |
|
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
€'000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2010 |
22,296 |
36,486 |
723 |
(32,565) |
(178,136) |
(606) |
10,207 |
713 |
721,731 |
580,849 |
4,686 |
585,535 |
Transactions with owners recognised directly in equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued |
29 |
520 |
- |
- |
- |
- |
- |
- |
- |
549 |
- |
549 |
Employee share based compensation |
- |
- |
- |
- |
- |
- |
4,478 |
- |
- |
4,478 |
- |
4,478 |
Tax on employee share based compensation |
- |
- |
- |
- |
- |
- |
943 |
- |
- |
943 |
- |
943 |
Exercise of share options |
- |
733 |
- |
- |
- |
- |
(733) |
- |
- |
- |
- |
- |
Dividends |
- |
- |
- |
- |
- |
- |
- |
- |
(6,661) |
(6,661) |
- |
(6,661) |
Transactions with non-controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends paid to non-controlling interest |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
(166) |
(166) |
Transactions with owners |
29 |
1,253 |
- |
- |
- |
- |
4,688 |
- |
(6,661) |
(691) |
(166) |
(857) |
Total comprehensive income for the year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year |
- |
- |
- |
- |
- |
- |
- |
- |
48,657 |
48,657 |
411 |
49,068 |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Cash flow hedging in equity |
|
|
|
|
|
|
|
|
|
|
|
|
- current year |
- |
- |
- |
- |
- |
2,787 |
- |
- |
- |
2,787 |
- |
2,787 |
- reclassification to profit |
- |
- |
- |
- |
- |
389 |
- |
- |
- |
389 |
- |
389 |
Defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
(998) |
(998) |
- |
(998) |
Tax on defined benefit pension scheme |
- |
- |
- |
- |
- |
- |
- |
- |
279 |
279 |
- |
279 |
Exchange differences on translating foreign operations |
- |
- |
- |
- |
30,725 |
- |
- |
- |
- |
30,725 |
17 |
30,742 |
Total comprehensive income for the year |
- |
- |
- |
- |
30,725 |
3,176 |
- |
- |
47,938 |
81,839 |
428 |
82,267 |
Balance at 31 December 2010 |
22,325 |
37,739 |
723 |
(32,565) |
(147,411) |
2,570 |
14,895 |
713 |
763,008 |
661,997 |
4,948 |
666,945 |
Kingspan Group plc
Group Condensed Statement of Cash Flows
for the year ended 31 December 2011
|
|
2011 € '000 |
|
2010 € '000 |
Operating activities |
|
|
|
|
Profit for the year before income tax |
|
77,764 |
|
55,665 |
Depreciation of property, plant and equipment and amortisation of intangible assets |
|
42,659 |
|
40,234 |
Impairment of non-current assets |
|
1,702 |
|
2,682 |
Employee equity-settled share options |
|
5,427 |
|
4,478 |
Finance income |
|
(829) |
|
(1,358) |
Finance expense |
|
13,973 |
|
13,098 |
Non cash items |
|
1,838 |
|
(2,364) |
Profit on sale of property, plant and equipment |
|
(771) |
|
(548) |
Change in inventories |
|
(13,403) |
|
(14,071) |
Change in trade and other receivables |
|
(16,839) |
|
(28,038) |
Change in trade and other payables |
|
15,601 |
|
2,633 |
Pension contributions |
|
(2,768) |
|
(3,205) |
Cash generated from operations |
|
124,354 |
|
69,206 |
Taxes paid |
|
(9,772) |
|
(2,181) |
Net cash flow from operating activities |
|
114,582 |
|
67,025 |
Investing activities |
|
|
|
|
Additions to property, plant and equipment |
|
(28,809) |
|
(22,384) |
Additions to intangible assets |
|
- |
|
(127) |
Proceeds from disposals of property, plant and equipment |
|
5,226 |
|
6,534 |
Purchase of subsidiary undertakings, net of disposals |
|
(107,016) |
|
(176) |
Payment of deferred consideration in respect of acquisitions |
|
(2,387) |
|
(982) |
Interest received |
|
252 |
|
15 |
Net cash flow from investing activities |
|
(132,734) |
|
(17,120) |
Financing activities |
|
|
|
|
Drawdown of bank loans |
|
- |
|
3,587 |
Private Placement issuance |
|
149,996 |
|
- |
Repayment of bank loans |
|
(66,047) |
|
- |
Discharge of finance lease liability |
|
(666) |
|
(587) |
Proceeds from share issues |
|
339 |
|
549 |
Interest paid |
|
(11,319) |
|
(9,588) |
Capital injection by non-controlling interests |
|
200 |
|
- |
Dividends paid to non-controlling interests |
|
(51) |
|
(166) |
Dividends paid |
|
(17,278) |
|
(6,661) |
Net cash flow from financing activities |
|
55,174 |
|
(12,866) |
Increase in cash and cash equivalents |
|
37,022 |
|
37,039 |
Translation adjustment |
|
871 |
|
2,525 |
Cash and cash equivalents at the beginning of the year |
|
99,481 |
|
59,917 |
Cash and cash equivalents at the end of the year |
|
137,374 |
|
99,481 |
|
|
|
|
|
Cash and cash equivalents as at 1 January were made up of: |
|
|
|
|
- Cash and cash equivalents |
|
104,402 |
|
83,886 |
- Overdrafts |
|
(4,921) |
|
(23,969) |
|
|
99,481 |
|
59,917 |
Cash and cash equivalents as at 31 December were made up of: |
|
|
|
|
- Cash and cash equivalents |
|
141,067 |
|
104,402 |
- Overdrafts |
|
(3,693) |
|
(4,921) |
|
|
137,374 |
|
99,481 |
Notes to the Preliminary Statement for the year ended 31 December 2011
1 General Information
The financial information presented in this report has been prepared using accounting policies consistent with International Financial Reporting Standards (IFRSs) as adopted by the European Union and as set out in the Group's annual financial statements in respect of the year ended 31 December 2010 except as noted below. The financial information does not include all the information and disclosures required in the annual financial statements. The Annual Report will be distributed to shareholders and made available on the Company's website www.kingspan.com in due course. It will also be filed with the Company's annual return in the Companies Registration Office. The auditors have reported on the financial statements for the year ended 31 December 2011 and their report was unqualified and did not contain any matters to which attention was drawn by way of emphasis. The financial information for the year ended 31 December 2010 represents an abbreviated version of the Group's statutory financial statements on which an unqualified audit report was issued and which have been filed with the Companies Registration Office.
Basis of Preparation and Accounting Policies
The financial information contained in this Preliminary Statement has been prepared in accordance with the accounting policies set out in the last annual financial statements.
The following are the new standards that were effective for the Group's financial year ending 31 December 2011. They had no impact on the results or financial position as set out in this Preliminary Statement.
· Amendments to IAS32 - Financial instruments (presentation and classification of rights issues)
· IFRIC19 - Extinguishing financial liabilities with equity instruments
· Amendments to IAS24 - Related Party Disclosures
· Amendments to IFRS1 - First time adoption of IFRS
· Improvements to IFRSs (2010)
· Amendments to IFRIC14 - Prepayments of a minimum funding requirement
There are a number of forthcoming requirements of IFRSs as adopted by the EU which are not yet effective and have therefore not been adopted in these financial statements. These new standards and interpretations, which are effective from the beginning of the periods outlined below include:
· Disclosures - Transfers of Financial Assets (Amendment to IFRS 7) with an effective date of 1 July 2011.
· IFRS 9 Financial Instruments (IFRS 9 (2010)), with an effective date of 1 January 2015.
· Deferred Tax: Recovery of Underlying Assets - Amendments to IAS 12, with an effective date of 1 January 2012.
· IFRS 10 Consolidated Financial Statements, IFRS 11 Joint Arrangements, IFRS 12 Disclosure of Interests in Other Entities and IFRS 13 Fair Value Measurement, which all have an effective date of 1 January 2013.
· IAS 27 Separate Financial Statements (2011), which supersedes IAS 27 (2008) and IAS 28 Investments in Associates and Joint Ventures (2011), which supersedes IAS 28 (2008), which both have an effective date of 1 January 2013.
· Presentation of Items of Other Comprehensive Income (Amendments to IAS 1 Presentation of Financial Statements), with an effective date of 1 July 2012.
· IAS 19 Employee Benefits which supersedes IAS 19 (1998), with an effective date of 1 January 2013.
The Group does not plan to adopt these standards early and the extent of their impact has not yet been determined.
2 Segment Reporting
In identifying the Group's operating segments, management based their decision on the product supplied by each segment and the fact that each segment is managed separately and reported to the Chief Operating Decision Maker in this manner. These operating segments are monitored and strategic decisions are made on the basis of segment operating results.
Operating segments
The Group has the following four reportable segments:
Insulated Panels |
Manufacture of insulated panels, structural framing and metal facades. |
Insulation Boards |
Manufacture of rigid insulation boards, building services insulation and engineered timber systems. |
Environmental |
Manufacture of environmental, pollution control and renewable energy solutions. |
Access Floors |
Manufacture of raised access floors. |
Analysis by class of business
Segment revenue
|
|
|
|
|
|
|
Insulated Panels €m |
Insulation Boards €m |
Environmental €m |
Access Floors €m |
Total €m |
Total revenue - 2011 |
758.0 |
460.4 |
202.3 |
126.2 |
1,546.9 |
Total revenue - 2010 |
638.5 |
248.2 |
171.7 |
134.8 |
1,193.2 |
Inter-segment transfers are carried out at arm's length prices and using an appropriate transfer pricing methodology. As inter-segment revenue is not material it is not subject to separate disclosure in the above analysis.
Segment result (profit before finance costs)
|
|
|||||
|
Insulated Panels €m |
Insulation Boards €m |
Environmental €m |
Access Floors €m |
Total 2011 €m |
Total 2010 €m |
Trading profit |
50.5 |
25.7 |
6.7 |
12.8 |
95.7 |
|
Intangible amortisation |
(2.0) |
(1.9) |
(0.8) |
(0.1) |
(4.8) |
|
Operating profit - 2011 |
48.5 |
23.8 |
5.9 |
12.7 |
90.9 |
|
Trading profit |
35.8 |
16.7 |
0.9 |
18.6 |
|
72.0 |
Intangible amortisation |
(2.7) |
(1.0) |
(0.8) |
(0.1) |
|
(4.6) |
Operating profit - 2010 |
33.1 |
15.7 |
0.1 |
18.5 |
|
67.4 |
Net finance cost |
|
|
|
|
(13.1) |
(11.7) |
Profit for the year before tax |
|
|
|
|
77.8 |
55.7 |
Income tax expense |
|
|
|
|
(14.9) |
(6.6) |
Net profit for the year |
|
|
|
|
62.9 |
49.1 |
Segment assets
|
||||||
|
Insulated Panels €m |
Insulation Boards €m |
Environmental €m |
Access Floors €m |
Total 2011 €m |
Total 2010 €m |
Assets - 2011 |
532.5 |
426.2 |
188.2 |
121.6 |
1,268.5 |
|
Assets - 2010 |
534.7 |
263.8 |
180.0 |
121.9 |
|
1,100.4 |
|
|
|
|
|
|
|
Derivative financial instruments |
17.1 |
2.7 |
||||
Cash and cash equivalents |
141.1 |
104.4 |
||||
Deferred tax asset |
|
|
|
|
7.6 |
5.6 |
Total Assets as reported in the Condensed Statement of Financial Position |
1,434.3 |
1,213.1 |
Segment liabilities
|
||||||
|
Insulated Panels €m |
Insulation Boards €m |
Environmental €m |
Access Floors €m |
Total 2011 €m |
Total 2010 €m |
Liabilities - 2011 |
(133.6) |
(97.0) |
(55.3) |
(24.5) |
(310.4) |
|
Liabilities - 2010 |
(124.8) |
(48.9) |
(63.8) |
(25.6) |
|
(263.1) |
|
|
|
|
|
|
|
Interest bearing loans and borrowings (current and non-current) |
(328.2) |
(227.9) |
||||
Deferred consideration (current and non-current) |
(0.8) |
(2.8) |
||||
Income tax liabilities (current and deferred) |
(60.0) |
(52.3) |
||||
Total Liabilities as reported in the Condensed Statement of Financial Position |
(699.4) |
(546.1) |
Other segment information |
|||||
|
Insulated Panels €m |
Insulation Boards €m |
Environmental €m |
Access Floors €m |
Total €m |
Capital Investment - 2011 * |
16.0 |
56.8 |
3.8 |
1.2 |
77.8 |
Capital Investment - 2010 |
13.6 |
4.6 |
2.4 |
1.5 |
22.1 |
Depreciation included in segment result - 2011 |
(19.6) |
(11.8) |
(4.2) |
(2.3) |
(37.9) |
Depreciation included in segment result - 2010 |
(19.3) |
(9.0) |
(4.6) |
(2.7) |
(35.6) |
Non- cash items included in segment result - 2011 |
1.8 |
2.0 |
1.6 |
0.8 |
6.2 |
Non- cash items included in segment result - 2010 |
0.0 |
0.2 |
(0.6) |
0.0 |
(0.4) |
* Capital investment includes business combinations
Analysis of segmental data by geography
|
||||||
|
Republic of Ireland €m |
United Kingdom €m |
Rest of Europe €m |
Americas €m |
Others €m |
Total €m |
Income Statement Items |
|
|
|
|
|
|
Revenue - 2011 |
78.1 |
605.9 |
580.8 |
210.3 |
71.8 |
1,546.9 |
Revenue - 2010 |
65.2 |
517.1 |
345.1 |
199.5 |
66.3 |
1,193.2 |
Statement of Financial Position Items |
||||||
Non-current assets - 2011 |
69.7 |
329.1 |
233.5 |
159.8 |
34.0 |
826.1 |
Non-current assets - 2010 |
69.4 |
328.4 |
144.6 |
157.6 |
33.3 |
733.3 |
Other segmental information |
|
|
|
|
|
|
Capital Investment - 2011 |
4.3 |
11.2 |
56.3 |
4.9 |
1.1 |
77.8 |
Capital Investment - 2010 |
2.5 |
6.4 |
5.9 |
6.5 |
0.8 |
22.1 |
|
|
|
|
|
|
|
There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8. The individual entities within the Group each have a large number of customers spread across various activities, end-uses and geographies.
Kingspan has a presence in over 80 countries worldwide. The revenues from external customers and non-current assets (as defined in IFRS 8) attributable to the country of domicile and all foreign countries or regions of operation are as set out above and specific regions are highlighted separately on the basis of materiality.
3 Finance Cost and Finance Income
|
|
2011 €'000 |
2010 €'000 |
Finance cost
|
|
|
|
Bank loans |
|
4,598 |
4,030 |
Loan notes |
|
8,977 |
6,358 |
Finance leases |
|
68 |
13 |
Fair value movement on derivative financial instruments |
|
(13,245) |
(7,215) |
Translation loss on private placement debt |
|
13,575 |
9,912 |
|
|
13,973 |
13,098 |
Finance income
|
|
|
|
Interest earned |
|
(252) |
(854) |
Net defined benefit pension scheme |
|
(577) |
(504) |
|
|
(829) |
(1,358) |
Net finance cost |
|
13,144 |
11,740 |
4 Analysis of Net Debt
|
|
2011 €'000 |
2010 €'000 |
Cash and cash equivalents |
|
141,067 |
104,402 |
Derivative financial instruments |
|
17,070 |
2,712 |
Current borrowings |
|
(10,430) |
(14,259) |
Non current borrowings |
|
(317,796) |
(213,671) |
Total Net Debt |
|
(170,089) |
(120,816) |
Net debt is stated net of interest rate and currency hedges which relate to hedges of debt. Foreign currency derivatives which are used for transactional hedging are not included in the definition of net debt.
5 Reconciliation of Net Cash Flow to Movement in Net Debt
|
|
2011 €'000 |
2010 €'000 |
Increase in cash and bank overdrafts |
|
37,022 |
37,039 |
Increase in debt |
|
(85,453) |
(3,587) |
Decrease in lease finance |
|
666 |
587 |
Change in net debt resulting from cash flows |
|
(47,765) |
34,039 |
Translation movement - relating to US dollar loan |
|
(16,037) |
(9,499) |
Translation movement - other |
|
171 |
1,050 |
Derivative financial instruments movement |
|
14,358 |
9,671 |
Net movement |
|
(49,273) |
35,261 |
Net debt at start of the year |
|
(120,816) |
(156,077) |
Net debt at end of the year |
|
(170,089) |
(120,816) |
6 Dividends
Equity dividends on ordinary shares: |
|
2011 €'000 |
2010 €'000 |
2011 Interim dividend 4.5c per share (2010: 4c) |
|
7,483 |
6,661 |
2010 Final dividend 6.0c per share (2009: nil)
|
|
9,990 |
- |
|
|
17,473 |
6,661 |
Proposed for approval at AGM |
|
|
|
Final dividend of 6.5c per share (2010: 6.0c) |
|
10,870 |
9,789 |
This proposed dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the Consolidated Statement of Financial Position of the Group as at 31 December 2011 in accordance with IAS 10 Events After the Balance Sheet Date. The proposed final dividend for the year ended 31 December 2011 will be payable on 17 May 2012 to shareholders on the Register of Members at 27 April 2012.
7 Earnings per share
|
|
2011 € '000 |
|
2010 € '000 |
The calculations of earnings per share are based on the following: |
|
|
|
|
Profit attributable to ordinary shareholders |
|
61,835 |
|
48,657 |
|
|
|
|
|
|
|
Number of shares ('000) 2011 |
|
Number of shares ('000) 2010 |
Weighted average number of ordinary shares for the calculation of basic earnings per share |
|
166,631 |
|
166,385 |
Dilutive effect of share options |
|
3,188 |
|
3,759 |
Weighted average number of ordinary shares for the calculation of diluted earnings per share |
|
169,819 |
|
170,144 |
|
|
|
|
|
|
|
2011 € cent |
|
2010 € cent |
Basic earnings per share |
|
37.1 |
|
29.2 |
Diluted earnings per share |
|
36.4 |
|
28.6 |
Adjusted basic (pre amortisation) earnings per share |
|
40.0 |
|
32.0 |
The number of options which are anti-dilutive and have therefore not been included in the above calculations is 1,727,597 (2010: 5,779,304).
8 Acquisitions
Effective 18 January 2011 and 25 March 2011, and in order to expand its market penetration, geography and market presence, the Group acquired two parts of the European insulation business of CRH Insulation Europe (CIE) by acquiring a combination of 100 percent of the shares, voting interests and certain assets. The acquired businesses are primarily involved in the manufacture of high performance insulation boards and insulated roofing elements.
In addition to the CIE acquisition, there were two small acquisitions. The first acquisition was within the insulation business for a consideration €0.7m, of which €0.3m has been deferred and is contingent on future profits. The other acquisition was within the Environmental division and involved the Group bolstering its wind development operations by acquiring a business for a consideration of €2.0m. These amounts are incorporated in the table below.
The following table summarises the major classes of consideration transferred, and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:
Consideration |
€m |
Cash consideration (net of cash acquired) |
130.0 |
Contingent deferred consideration |
0.3 |
|
130.3 |
Identifiable assets acquired and liabilities assumed |
|
Property, plant and equipment |
48.8 |
Intangible assets |
6.8 |
Inventories |
17.2 |
Trade and other receivables |
25.6 |
Deferred tax liability |
(3.6) |
Other liabilities |
(1.7) |
Assets held for resale, subsequently disposed of * |
23.0 |
Trade and other payables |
(34.9) |
Total net identifiable assets |
81.2 |
|
|
Goodwill |
49.1 |
* The Group disposed of two of the acquired CIE entities for a total consideration of €23.0m. Total cash consideration paid for all acquisitions during the year, net of cash acquired and the proceeds received on disposal, amounted to €107.0m.
9 Goodwill
Goodwill is subject to impairment testing on an annual basis and more frequently if an indicator of impairment is considered to exist. The Group, having performed impairment testing, is satisfied that the carrying value of goodwill has not been impaired. The increase in goodwill in the year principally reflects the acquisition of the European insulation business of CRH Insulation Europe.
10 Related Party Transactions
There were no related party transactions or changes in related party transactions from those described in the 2010 Annual Report that could have materially affected the financial position or the performance of the Group during 2011.
11 Events after the Balance Sheet Date
There have been no material events subsequent to 31 December 2011 which would require disclosure in this report.
12 Exchange Rates
The financial information included in this report is expressed in Euro which is the presentation currency of the Group and the functional currency of the Company. Results and cash flows of foreign subsidiary undertakings have been translated into Euro at actual exchange rates or average, where this is a reasonable approximation, and the related Statements of Financial Position have been translated at the rates of exchange ruling at the balance sheet date.
Exchange rates of material currencies were as follows:
|
Average rate |
Closing rate |
||
Euro = |
2011 |
2010 |
2011 |
2010 |
|
|
|
|
|
Pound Sterling |
0.868 |
0.859 |
0.840 |
0.860 |
US Dollar |
1.394 |
1.328 |
1.302 |
1.342 |
Canadian Dollar |
1.377 |
1.368 |
1.320 |
1.330 |
Australian Dollar |
1.350 |
1.446 |
1.270 |
1.310 |
Czech Koruna |
24.530 |
25.321 |
25.8000 |
25.000 |
Polish Zloty |
4.100 |
4.000 |
4.450 |
3.950 |
Hungarian Forint |
278.000 |
275.935 |
311.550 |
278.000 |
13 Cautionary Statement
This report contains forward-looking statements. These statements have been made by the directors in good faith based on the information available to them up to the time of their approval of this report. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward looking information, actual results may differ materially from those expressed or implied by these forward-looking statements. The directors undertake no obligation to update any forward-looking statements contained in this report, whether as a result of new information, future events, or otherwise.
14 Board Approval
This announcement was approved by the Board on 24 February 2012.