Half Yearly Report

RNS Number : 0715N
Marshalls PLC
26 August 2011
 



 

Interim results for the half year ended 30 June 2011

 

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

 

Performing in line with market expectations

 

Financial Highlights


       Half year ended

30 June 2011

Half year ended

30 June 2010 *

Continuing operations:



Revenue

£177.2m

£162.6m

EBITDA

£22.9m

£18.6m

Operating profit

£13.7m

£9.4m

Profit before tax

£12.2m

£8.1m

 

Basic EPS

 

5.47p

 

3.29p

Interim dividend per share

1.75p

1.75p

 

Net debt

 

£70.4m

 

£66.7m

 

Total operations:



Basic EPS

2.96p

3.07p

 

* The comparatives have been restated in respect of discontinued operations.

 

Highlights:

 

·      Revenue from continuing operations up 9%

·      Operating profit from continuing operations up 26% excluding the net gain on asset and property disposals of £2m

·      Operating margin improved to 6.6% (2010: 5.7%) excluding the net gain on asset and property disposals

·      Basic EPS from continuing operations up 66%

·      Sale of surplus property realised cash proceeds of £5m

·      Net debt stable at £70m (2010: £67m)

 

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

 

"First half trading was encouraging.  Marshalls benefited from a stronger first quarter following the poor weather conditions in 2010 and continued to show positive progress in the second quarter.  Targeted marketing and product innovation in the Public Sector and Commercial end market has delivered positive results.  In the Domestic end market the Group's installer initiatives have increased sales and there has been positive progress in overseas markets.

 

Looking forward, there is continuing strength in Commercial to offset the anticipated weakness in Public Sector demand.  The Domestic outlook is softening although installer order books have remained consistent at around 7 weeks.  Overall, market volume is expected to be slightly lower in the second half of the year against strong comparatives.

 

Despite the challenging macroeconomic background, the solid foundations of the business, the Group's strong market position, its sales and marketing initiatives and growing overseas sales mean that Marshalls is well positioned to deliver sales outperformance."

 

Enquiries:

 

Graham Holden

Chief Executive

Marshalls plc

01484 438900

Ian Burrell

Finance Director



 

Jon Coles


 

Brunswick Group LLP

 

0207 404 5959

Kate Miller




 

Group Results

 

Continuing revenue for the half year ended 30 June 2011 increased by 9 per cent to £177.2 million (2010: £162.6 million).  Sales to the Public Sector and Commercial end market, which represent 60 per cent of Group sales, were up 10 per cent and sales to the Domestic end market, on a continuing basis, were up 8 per cent compared with the prior year period.

 

Reported operating profit from continuing operations was £13.7 million (2010: £9.4 million) including a net gain of £2 million on asset and property disposals.  Operating profit, excluding the net gain on asset and property disposals, was up 26 per cent at £11.7 million (2010:  £9.3 million).  EBITDA from continuing operations was £22.9 million (2010: £18.6 million).  

 

Net financial expenses were £1.4 million (2010: £1.3 million) and interest was strongly covered 9.5 times (2010: 7.4 times) by earnings on a continuing basis.  The effective tax rate was 12.4 per cent (2010: 20.7 per cent) and benefited from the reduction in the rate of corporation tax and the utilisation of brought forward capital losses being applied against the capital gain on the disposal of the surplus property.

 

Basic EPS, for the continuing operations, was up 66 per cent at 5.47 pence (2010: 3.29 pence) per share.  The interim dividend will be 1.75 pence (2010: 1.75 pence) per share.

 

Operating Performance

 

The underlying market during the first half was flat which is consistent with the most recent Construction Products Association ("CPA") full year forecast for 2011.  Marshalls' sales growth during this period results from the positive actions taken to drive revenues through sales initiatives delivering increased volume. 

 

In the Public Sector and Commercial end market the Group has continued to develop innovative products and services to meet customer requirements.  In particular it has been targeting growth areas such as rail, education, home and retail using our precision marketing.  The experienced technical and sales teams provide a full range of integrated products and sustainable solutions to customers, architects and contractors, and the specialist integrated product directories have proved extremely successful.  The Group has continued to deliver more products to the Olympic sites, which have now reached the main landscaping phase.  Order intake for the Olympics now exceeds £8 million and is on target to achieve the upper end of management's expectations. 

 

In the Domestic end market the Group has continued its initiatives to drive more sales through quality installers and remains committed to developing the installer base and the Marshalls Register through increased training, marketing materials and sales support.  This initiative has enabled the number of Register member teams to grow by 17 per cent since the beginning of 2010.  Installer order books were 7.0 weeks as at June 2011, similar to the 7.1 weeks at April 2011 and June 2009, although lower than the equivalent point in June 2010 of 9.1 weeks.

 

First half sales also benefited from the better working conditions compared with the weather disruption experienced in 2010.  In addition, the Group has increased its selling prices to recover cost inflation and the additional fuel costs experienced during the first half. 

 

Operationally, production levels in the first half continued to trend upwards in support of the first half sales volumes, logistics benefited from optimisation initiatives and customer service remained at a high level.  Reported operating profit margin on continuing operations increased to 7.7 per cent (6.6 per cent excluding the net gain on asset and property disposals) from 5.7 per cent in the prior year period.

 

The Group announced in June 2011 the proposed closure of its non-core garage and greenhouse manufacturing operations.  Agreement was subsequently reached to sell, separately, the Compton garage brand and the Alton and Robinson greenhouse brands.  The Group's sales of garages and greenhouses were £5.9 million in the half year ended 30 June 2011 (2010: £7.3 million), while in the year ended 31 December 2010 sales were £14.3 million with an operating loss of £1.2 million.  The operations have been treated as discontinued in these half-yearly results.  The post tax loss from discontinued operations in the half year ended 30 June 2011 is £4.9 million after writing off intangible assets, providing for closure costs and net of the sale of brands.   It is estimated that ultimately these transactions will generate positive net cash of approximately £2 million.

 

Marshalls was the first business in its Sector to become a member of the Ethical Trading Initiative.  The Company has also become the UK's first heavy side materials manufacturer to be accepted into the prestigious UN Global Compact.  It is based on ten core social and ethical principles and is the world's largest and most visible leadership platform for corporate responsibility and sustainability increasingly supported by governments around the world as the "International Standard" for corporate social responsibility.  Marshalls has been consistently rated in the top 10 per cent of companies in the Group's first three years of membership.

 

Looking forward to the second half the Group continues to develop organic sales initiatives.  In Commercial, Marshalls has expanded its capacity to process stone walling in the Cotswolds and stone paving in South Wales.  In addition, more resources have been devoted to expanding sales in overseas markets and particularly in specialist paving, street furniture, water management and ethically sourced natural stone products.  Marshalls has acquired assets in Belgium via a newly-formed Belgian subsidiary to enable the manufacture of landscape products locally and to provide a physical stock location in mainland Europe from which to supply the wider Group specialist product portfolio.  Investment in these assets is expected to be around £6 million including the required working capital.  The Group is also well advanced in establishing a subsidiary in China to improve the scale and efficiency of product sourcing and the working relationship with the Group's business partner in India has also been strengthened for the same reason.  These initiatives are designed to provide a wider product range and to provide greater scale of capability in all the Group's end markets.

 

Balance Sheet and Cash Flow

 

Net assets at 30 June 2011 were £199.0 million (June 2010: £186.0 million).  At 30 June 2011 net debt was stable at £70.4 million (June 2010: £66.7 million) resulting in gearing of 35.4 per cent (June 2010: 35.9 per cent).

 

The Group continues to focus on working capital and capital expenditure management.  Cash management continues to be a high priority area and the Group remains committed to realising value from the sale of surplus properties.  A surplus site located on the South Coast of England was sold in June 2011 for cash proceeds of £5 million.   The net gain on asset and property transactions was £2 million.  The site closure programme has now released £18 million of gross cash compared with the cash cost of £14 million, with £9 million being released from inventory and a further £9 million from the disposal of surplus properties.

 

The Group has recently renewed its short term working capital facilities with RBS and has replaced maturing facility lines with new committed facilities totalling £50 million with LloydsTSB Bank plc and Barclays Bank PLC, the latter as an additional banking partner.  The introduction of a fourth banking relationship is designed to create additional financial flexibility and mitigate potential risk within the banking sector.  The Group continues its policy of having significant committed facilities in place with a good spread of medium term maturities.

 

The balance sheet includes the defined benefit pension obligation of £3.6 million at 30 June 2011 (December 2010: £4.1 million; June 2010: £27.0 million).  This balance is calculated on the basis of the present value of the Scheme's obligations of £214.4 million (December 2010: £212.4 million) less the fair value of the Scheme assets of £210.8 million (December 2010: £208.3 million).  These figures have been determined by the Scheme Actuary using assumptions that are considered to be prudent and in line with market levels at the balance sheet date.  The assumptions that have changed in the last six months are a movement in the AA corporate bond rate from 5.5 per cent to 5.6 per cent, in line with market movements, and an increase in the expected rate of CPI inflation from 2.7 per cent to 2.8 per cent.  

 

Dividend

 

The Board has declared an unchanged interim dividend of 1.75 pence (June 2010: 1.75 pence) per share.  This dividend will be paid on 2 December 2011 to shareholders on the register at the close of business on 28 October 2011.  The ex-dividend date will be 26 October 2011.

 

Outlook

 

First half trading was encouraging.  Marshalls benefited from a stronger first quarter following the poor weather conditions in 2010 and continued to show positive progress in the second quarter.  Targeted marketing and product innovation in the Public Sector and Commercial end market has delivered positive results.  In the Domestic end market the Group's installer initiatives have increased sales and there has been positive progress in overseas markets.

 

Looking forward, there is continuing strength in Commercial to offset the anticipated weakness in Public Sector demand.  The Domestic outlook is softening although installer order books have remained consistent at around 7 weeks.  Overall, market volume is expected to be slightly lower in the second half of the year against strong comparatives.

 

Despite the challenging macroeconomic background, the solid foundations of the business, the Group's strong market position, its sales and marketing initiatives and growing overseas sales mean that Marshalls is well positioned to deliver sales outperformance.

 

Graham Holden

Chief Executive

 

Condensed Consolidated Half-yearly Income Statement

for the half year ended 30 June 2011


Half year ended

June 2011

Half year ended

June 2010*

 

Year ended

December 2010*


Notes

£'000

£'000

£'000

Revenue

2

177,174

162,558

308,843






Net operating costs

3

(163,510)

(153,167)

(295,862)



              

              

              

Operating profit

2

13,664

9,391

12,981

Financial expenses

4

(7,443)

(7,297)

(14,479)

Financial income

4

6,000

6,026

11,921



              

              

              

Profit before tax

2

12,221

8,120

10,423

Income tax expense

5

(1,511)

(1,679)

(2,202)



              

              

              

Profit for the financial period

  before post tax loss of discontinued

  operations

10,710

6,441

8,221

Post tax loss of discontinued

  operations

6

(4,912)

(434)

(871)



              

              

              

Profit for the financial period


5,798

6,007

7,350



              

              

Profit for the period





attributable to:





  Equity shareholders of the parent

5,776

6,007

7,350

  Non-controlling interests


22

-

-



              

              

              



5,798

6,007

7,350



              

              

              

Earnings per share (total

  operations):





Basic

7

2.96p

3.07p

3.76p



              

              

              

Diluted

7

2.90p

3.01p

3.69p



               

              

              

Earnings per share (continuing

  operations):





Basic

7

5.47p

3.29p

4.21p



              

              

              

Diluted

7

5.36p

3.23p

4.13p



               

              

              

Dividend:





     Pence per share

8

3.50p

3.50p

5.25p



              

              

              

     Dividends declared

8

6,863

6,863

10,294



              

              

               

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

Condensed Consolidated Half-yearly Statement of Comprehensive Income

for the half year ended 30 June 2011



Half year ended

June 2011

£'000


Half year ended

June 2010*

£'000

Year ended

December 2010*

£'000

Profit for the period


5,798


6,007

7,350



              


              

              

Other comprehensive income






Effective portion of changes in fair value of cash flow hedges


(366)


(194)

(505)

Fair value of cash flow hedges transferred to the Income Statement


212


31

262

Deferred tax arising


40


46

66

Defined benefit plan actuarial (losses)/gains


(3,029)


8,091

27,640

Deferred tax arising


787


(2,265)

(7,463)

Impact of the change in rate of deferred taxation


(68)


-

(123)

Foreign currency translation differences - foreign operations


179


-

-

Foreign currency translation differences - non-controlling interests


116


-

-



              


              

              

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


 

(2,129)


 

5,709

 

19,877



              


              

              

Total comprehensive income for the period


3,669


11,716

27,227



            


            

            

Attributable to:






  Equity shareholders of the parent


3,531


11,716

27,227

  Non-controlling interests


138


-

-



              


              

              



3,669


11,716

27,227



            


            

            

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

Condensed Consolidated Half-yearly Balance Sheet

as at 30 June 2011




June

December


Notes


2011

£'000

2010

£'000

2010

£'000

Assets






Non-current assets






Property, plant and equipment



193,722

195,313

190,627

Intangible assets



42,046

42,149

42,945

Investments in associates



2,149

2,180

2,163

Deferred taxation assets



943

7,638

1,171




              

              

              

238,860

247,280

236,906




              

              

              

Current assets






Inventories



83,776

82,348

81,626

Trade and other receivables



63,962

54,896

27,925

Cash and cash equivalents



26,275

19,168

4,059




              

              

             




174,013

156,412

113,610




              

              

             

Total assets



412,873

403,692

350,516




              

              

             

Liabilities






Current liabilities






Trade and other payables



85,736

74,902

48,552

Corporation tax



6,618

5,110

5,164

Interest bearing loans and borrowings



46,663

20,017

40,900




              

              

            




139,017

100,029

94,616




              

              

             

Non-current liabilities






Interest bearing loans and borrowings



50,000

65,900

30,000

Employee benefits

9


3,628

26,975

4,092

Deferred taxation liabilities



21,234

24,753

23,568




              

              

              




74,862

117,628

57,660




              

              

              

Total liabilities



213,879

217,657

152,276




              

              

              

Net assets



198,994

186,035

198,240




              

              

             

Equity






Capital and reserves attributable to equity shareholders of the parent



Share capital



49,845

49,845

49,845

Share premium account



22,695

22,695

22,695

Own shares



(9,514)

(9,514)

(9,514)

Capital redemption reserve



75,394

75,394

75,394

Consolidation reserve



(213,067)

(213,067)

(213,067)

Hedging reserve



(293)

(119)

(179)

Retained earnings



270,212

260,801

273,066




              

              

             

Equity attributable to equity shareholders of the parent



195,272

186,035

198,240

Non-controlling interests



3,722

-

-




              

              

             

Total equity



198,994

186,035

198,240




              

              

             

 

Condensed Consolidated Half-yearly Cash Flow Statement

for the half year ended 30 June 2011

Half year ended

June


Year ended

December


2011

£'000


2010

£'000


2010

£'000

Cash flows from operating activities






Profit for the financial period

5,798


6,007


7,350

Income tax expense on continuing operations

1,511


1,679


2,202

Income tax credit on discontinued operations

(756)


(169)


(339)

Loss on disposal and closure of discontinued operations

4,949


-


-


          


          


           

Profit before tax on total operations

11,502


7,517


9,213

Adjustments for:






Depreciation

8,751


8,876


17,771

Amortisation

679


500


1,554

Share of results of associates

14


33


63

Gain on sale of property, plant and equipment

(2,140)


(295)


(746)

Equity settled share based expenses

362


125


250

Financial income and expenses (net)

1,443


1,271


2,558


          


          


           

Operating cash flow before changes in working capital and pension scheme contributions

20,611


 

18,027


30,663

 

(Increase)/decrease in trade and other receivables

 

(36,376)


 

(23,629)


 

3,342

 

(Increase)/decrease in inventories

 

(1,846)


 

(161)


 

561

 

Increase/(decrease) in trade and other payables

 

20,602


 

15,455


 

(3,436)

 

Works closure costs paid

 

-


 

(878)


 

(1,447)

 

Pension scheme contributions

 

(3,300)


 

(3,300)


 

(6,600)


          


          


           

Cash (absorbed by)/generated from the operations

(309)


5,514


23,083

Financial expenses paid

(1,656)


(920)


(2,177)

Income tax (paid)/received

(650)


211


(129)


          


          


           

Net cash flow from operating activities

(2,615)


4,805


20,777


          


          


           

Cash flows from investing activities






Proceeds from sale of property, plant and equipment

5,263


3,215


3,936

Financial income received

20


59


4

Disposal of discontinued operation

550


-


-

Acquisition of subsidiaries and investment in associates

(1,104)


-


(108)

Acquisition of property, plant and equipment

(5,017)


(4,539)


(9,018)

Acquisition of intangible assets

(644)


(1,091)


(2,940)


          


          


           

Net cash flow from investing activities

(932)


(2,356)


(8,126)


          


          


           

Cash flows from financing activities






Payments to acquire own shares

-


(42)


(42)

Net decrease in other debt and finance leases

152


(22)


(39)

Increase/(decrease) in borrowings

25,611


7,500


(7,500)

Equity dividends paid

-


-


(10,294)


            


             


            

Net cash flow from financing activities

25,763


7,436


(17,875)


            


             


             

Net increase/(decrease) in cash and cash equivalents

22,216


9,885


(5,224)

Cash and cash equivalents at beginning of the period

4,059


9,283


9,283


            


            


             

Cash and cash equivalents at end of the period

26,275


19,168


4,059


            


            


                

 

Condensed Consolidated Half-yearly Statement of Changes in Equity

for the half year ended 30 June 2011

 


Attributable to equity holders of the Company

Non-cont-rolling interests

Total equity


Share capital

Share premium account

Own shares

Capital redemption reserve

Consolid-ation reserve

Hedging reserve

Retained earnings

Total




£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Current half- year











At 1 January 2011

49,845

22,695

(9,514)

75,394

(213,067)

(179)

273,066

198,240

-

198,240


          

          

          

          

          

          

          

          

          

          

Total comprehensive

  income for the period











Profit for the financial

  period attributable to

  equity shareholders

  of the parent

-

-

-

-

-

-

5,776

5,776

22

5,798

Other comprehensive

  income











Foreign currency

  translation differences

-

-

-

-

-

-

179

179

116

295

Effective portion of

  changes in fair value

  of cash flow hedges

-

-

-

-

-

(366)

-

(366)

-

(366)

Net change in fair value

  of cash flow hedges

  transferred to the

  Income Statement

-

-

-

-

-

212

-

212

-

212

Deferred tax arising

-

-

-

-

-

40

-

40

-

40

Defined benefit plan

  actuarial gains

-

-

-

-

-

-

(3,029)

(3,029)

-

(3,029)

Deferred tax arising

-

-

-

-

-

-

787

787

-

787

Impact of the change in

  rate of deferred

  taxation

-

-

-

-

-

-

(68)

(68)

-

(68)


          

          

          

          

          

          

          

          

          

          

Total other

  comprehensive

  income

-

-

-

-

-

(114)

(2,131)

(245)

116

(2,129)


          

          

          

          

          

          

          

          

          

          

Total

  comprehensive

  income for the

  period

-

-

-

-

-

(114)

3,645

3,531

138

3,669


        

        

        

        

        

        

        

        

        

        

Transactions with

  owners, recorded

  directly in equity











Contributions by

  and distributions to

  owners











Share based expenses

-

-

-

-

-

-

362

362

-

362

Dividend to equity

  shareholders

-

-

-

-

-

-

(6,861)

(6,861)

-

(6,861)


          

          

          

          

          

          

          

          

          

          

Total contributions

 by and distributions

 to owners

-

-

-

-

-

-

(6,499)

(6,499)

-

(6,499)


          

          

          

          

          

          

          

          

          

          

Changes in ownership

  interests in

  subsidiaries











Acquisition of non-

 controlling interests

-

-

-

-

-

-

-

-

3,584

3,584


          

          

          

          

          

          

          

          

          

          

Total transactions

  with owners of the

  company

-

-

-

-

-

(114)

(2,854)

(2,968)

3,722

754


          

          

          

          

          

          

          

          

          

          

At 30 June 2011

49,845

22,695

(9,514)

75,394

(213,067)

(293)

270,212

195,272

3,722

198,994


        

        

        

        

        

        

        

        

        

        

 

 


Share capital

Share premium account

Own shares

Capital redemption reserve

Consolid-ation reserve

Hedging reserve

Retained earnings

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior half- year









At 1 January 2010

49,845

22,695

(9,472)

75,394

(213,067)

(2)

255,706

181,099


          

          

          

          

          

          

          

          

Total comprehensive

  income for the period









Profit for the financial period

  attributable to equity

  shareholders of the parent

-

-

-

-

-

-

6,007

6,007

Other comprehensive income









Effective portion of changes in

 fair value of cash flow hedges

-

-

-

-

-

(194)

-

(194)

Net change in fair value of

  cash flow hedges

  transferred to the

  Income Statement

-

-

-

-

-

31

-

31

Deferred tax arising

-

-

-

-

-

46

-

46

Defined benefit plan actuarial

  gains

-

-

-

-

-

-

8,091

8,091

Deferred tax arising

-

-

-

-

-

-

(2,265)

(2,265)


          

          

          

          

          

          

          

          

Total other

  comprehensive

  income

-

-

-

-

-

(117)

5,826

5,709


          

          

          

          

          

          

          

          

Total comprehensive

  income for the period

-

-

-

-

-

(117)

11,833

11,716


        

        

        

        

        

        

        

        

Transactions with owners,

  recorded directly in

  equity









Contributions by and

  distributions to owners









Share based expenses

-

-

-

-

-

-

125

125

Dividends to equity

  shareholders

-

-

-

-

-

-

(6,863)

(6,863)

Purchase of own shares

-

-

(42)

-

-

-

-

(42)


          

          

          

          

          

          

          

          

Total contributions by and

  distributions to owners

-

-

-

-

-

-

(6,738)

(6,780)


          

          

          

          

          

          

          

          

At 30 June 2010

49,845

22,695

(9,514)

75,394

(213,067)

(119)

260,801

186,035


        

        

        

        

        

        

        

        

 

 


Share capital

Share premium account

Own shares

Capital redemption reserve

Consolid-ation reserve

Hedging reserve

Retained earnings

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior year









At 1 January 2010

49,845

22,695

(9,472)

75,394

(213,067)

(2)

255,706

181,099


          

          

          

          

          

          

          

          

Total comprehensive

  income for the period









Profit for the financial

  period attributable to

  equity shareholders of

  the parent

-

-

-

-

-

-

7,350

7,350

Other comprehensive

  income









Effective portion of

  changes in fair value of

  cash flow hedges

-

-

-

-

-

(505)

-

(505)

Net change in fair value

  of cash flow hedges

  transferred to the

  Income Statement

-

-

-

-

-

262

-

262

Deferred tax arising

-

-

-

-

-

66

-

66

Defined benefit plan

  actuarial gains

-

-

-

-

-

-

27,640

27,640

Deferred tax arising

-

-

-

-

-

-

(7,463)

(7,463)

Impact of the change in rate of deferred taxation

-

-

-

-

-

-

(123)

(123)


          

          

          

          

          

          

          

          

Total other

  comprehensive

  income

-

-

-

-

-

(177)

20,054

19,877


          

          

          

          

          

          

          

          

Total comprehensive

  income for the period

-

-

-

-

-

(177)

27,404

27,227


        

        

        

        

        

        

        

        

Transactions with

  owners, recorded

  directly in equity









Contributions by and

  distributions to

  owners









Share based expenses

-

-

-

-

-

-

250

250

Dividends to equity

  shareholders

-

-

-

-

-

-

(10,294)

(10,294)

Purchase of own shares

-

-

(42)

-

-

-

-

(42)


          

          

          

          

          

          

          

          

Total contributions by

  and distributions to

  owners

-

-

(42)

-

-

-

(10,044)

(10,086)


          

          

          

          

          

          

          

          

At 30 June 2010

49,845

22,695

(9,514)

75,394

(213,067)

(179)

273,066

198,240


        

        

        

        

        

        

        

        

 

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 2011 comprise the Company and its subsidiaries (together referred to as the "Group").

 

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

 

The Condensed Consolidated Half-yearly Financial Statements do not constitute financial statements and do not include all the information and disclosures required for full annual financial statements.  The Condensed Consolidated Half-yearly Financial Statements were approved by the Board on 26 August 2011.

 

The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Services Authority, the Condensed Consolidated Half-yearly Financial Statements have 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 2010.

The comparative figures for the financial year ended 31 December 2010 are not the Group's statutory accounts for that financial year. Those accounts have been reported on by the Group's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified; (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

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

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

The preparation of financial statements in conformity with adopted IFRSs requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses.  The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates.  In preparing these Condensed Consolidated Half-yearly Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements of the Group for the year ended 31 December 2010.

 

The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

 

Details of the Group's funding position are set out in Note 12 and are subject to normal covenant arrangements.  The Group's on-demand overdraft facility is reviewed on an annual basis and the current arrangements were renewed and signed in August 2011. The Group's performance is dependent on economic and market conditions, the outlook for which is uncertain and difficult to predict.  The Group has taken decisive action to align its operational capacity with expected market conditions.  Markets appear to be easing and stabilising and, based on current expectations, the Group's cash forecasts continue to meet half-year and year end bank covenants and there is adequate headroom which is not dependent on facility renewals.  The Directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.  Accordingly, they continue to adopt the going concern basis in preparing the Condensed Consolidated Half-yearly Financial Statements.

 

2.  Segmental analysis

 


Revenue

Operating Profit


       Half year

      ended June

Year ended December

              Half year

               ended June

Year ended December


2011

2010*

2010*

2011

2010*

2010*


£'000

£'000

£'000

£'000

£'000

£'000

Continuing operations

177,174

162,558

308,843

13,664

9,391

12,981


              

              

              




Financial income and expenses (net)



(1,443)

(1,271)

(2,558)


              

              

              

Profit before tax



12,221

8,120

10,423


              

              

              

 

Geographical destination of revenue:


            Half year

             ended June

Year ended

December


2011

2010*

2010*


£'000

£'000

£'000

 

United Kingdom

171,253

160,642

 

306,042

 

Rest of the World

5,921

1,916

 

2,801


              

              

              


177,174

162,558

308,843


              

              

              

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

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

 

3.   Net operating costs


Half year ended

June

Half year ended

June

Year ended

December


2011

2010*

2010*


£'000

£'000

£'000

Raw materials and consumables

61,833

54,313

108,021

Changes in inventories of finished

  goods and work in progress

(1,894)

1,085

830

Personnel costs

44,253

39,900

80,854

Depreciation         - owned

8,597

8,733

17,422

                                - leased

41

18

101

Amortisation of intangible assets

628

439

1,433

Own work capitalised

(862)

(1,024)

(2,194)

Other operating costs

54,181

50,586

91,500

Negative goodwill (Note 10)

(1,772)

-

-

Acquisition costs

482

-

-

Overseas "start-up" costs

745

-

-

Share of results of associates

14

33

63


              

              

              

Operating costs

166,246

154,083

298,030

Other operating income

(771)

(780)

(1,747)

Net gain on asset and property

  disposals

(1,965)

(136)

(421)


              

              

              

Net operating costs

163,510

153,167

295,862


              

              

              

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

As set out in Note 10, on 4 March 2011 the Group obtained control of a newly formed company in Belgium engaged in the manufacture and supply of landscape products.  The Group acquired 66.7 per cent of the ordinary share capital and voting interests in Marshalls NV and the new business was established following the acquisition of certain business assets and the injection of new working capital.  The Group incurred acquisition-related costs of £482,000 relating to external legal fees and due diligence costs.  The legal fees and due diligence costs have been included in net operating costs.

 

The initial acquisition of these assets, principally land, buildings, plant and machinery, has given rise to negative goodwill.  The first months of trading have necessitated the commissioning of the plant and the manufacture and sourcing of the Company's operational inventory and working capital.  A new management team has been established and investment has been made in systems and procedures in this "start-up" phase.  To assist the user of these Condensed Consolidated Half-yearly Financial Statements these "start up" costs have been separately disclosed.

 

4.   Financial expenses and income

 


Half year ended

June

Half year ended

June

Year ended

December


2011

2010*

2010*


£'000

£'000

£'000

 

(a)  Financial expenses




 

Interest expense on bank loans,

  overdrafts and loan notes

1,651

916

2,180

 

Interest on obligations under the defined

  benefit Pension Scheme

5,787

6,377

12,293

 

Finance lease interest expense

5

4

6

 

                       

              

              

              

 


7,443

7,297

14,479

 


              

              

              

 

(b) Financial income




 

Expected return on Scheme assets under

  the defined benefit Pension Scheme

5,980

5,967

11,917

 

Interest receivable and similar income

20

59

4

 


              

              

              

 


6,000

6,026

11,921

 


              

              

              

 

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

5.   Income tax expense

 


Half year ended

June

Half year ended

June

Year ended

December


2011

2010*

2010*


£'000

£'000

£'000

 

Current tax expense




 

Current year

2,765

1,684

2,228

 

Adjustments for prior years

-

(506)

(506)

 

                       

              

              

              

 


2,765

1,178

1,722

 

Deferred tax expense




 

Origination and reversal of temporary

  differences:




 

Current year

(829)

501

1,047

 

Adjustments for prior years

(425)

-

(567)

 


              

              

              

 

Income tax expense in the

  Consolidated Income

  Statement (excluding tax on

  discontinued operations)

1,511

1,679

2,202

 

Tax on discontinued operations

  (excluding loss on sale)

(194)

(169)

(339)

 

Income tax credit on disposal and closure

 of discontinued operations

(562)

-

-

 


              

              

              

 

Total tax expense

755

1,510

1,863

 


              

              

              

 

 


Half year ended

June 2011

Half year ended

June 2010*

Year ended

December 2010*


%

£'000

%

£'000

%

£'000

Reconciliation of effective tax rate







Profit before tax:







Continuing operations

100

12,221

100.0

8,120

100.0

10,423


          

          

          

          

          

          

Tax using domestic corporation tax rate

27.0

3,300

28.0

2,274

28.0

2,918

Disallowed amortisation of intangible assets

 

0.5

 

55

 

0.6

 

46

 

4.1

 

435

Net income/expenditure not taxable

(5.2)

(639)

(1.7)

(135)

7.2

747

Adjustments for prior years

(3.5)

(425)

(6.2)

(506)

(10.3)

(1,073)

Impact of the change in the rate of

  corporation tax on deferred taxation

(6.4)

(780)

-

-

(7.9)

(825)


          

          

          

          

          

          


12.4

1,511

20.7

1,679

21.1

2,202


          

          

          

          

          

          

 

* The comparatives have been restated in respect of discontinued operations (Note 6).

 

6.   Discontinued operations

 

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

 

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

 


Half year ended

June 2011

Half year ended

June 2010

Year ended

December 2010


£'000

£'000

£'000

Revenue

 

5,856

7,253

14,261

Net operating costs

(6,575)

(7,856)

(15,471)


              

              

              

Loss before tax

(719)

(603)

(1,210)

Income tax credit

194

169

339


              

              

              

Loss after tax

(525)

(434)

(871)

Loss on disposal and closure of

  discontinued operations

(4,949)

-

-

Income tax credit on disposal and closure of

  discontinued operations

562

-

-


              

              

              

Net loss attributable to discontinued

  operations

(4,912)

(434)

(871)


                

               

                

Basic loss per share (pence)

(2.51)p

(0.22)p

(0.45)p


                

               

                

Diluted earnings per share (pence)

(2.46)p

(0.22)p

(0.44)p


                

               

                

 

Effect of disposal and closure on the financial position of the Group








£'000

Property, plant and equipment



266

Intangible assets



1,359




              

Assets disposed of



1,625




              

Consideration received, satisfied in cash



550

Consideration receivable



450

Professional fees accrued



(93)




              

Net consideration received

 

 

907


 

 

              

Loss on disposal

 

 

718


 

 

                

Closure costs

 

 

4,231


 

 

                

Loss on disposal and closure of

  discontinued operations

 

 

(4,949)


 

 

                

 

During the half year ended June 2011 Compton contributed an outflow of £808,000 to the Group's net operating cash flows (half year ended June 2010: £1,486,000; December 2010: £895,000), received £550,000 in respect of investing activities (half year ended June 2010: paid £27,000; year ended December 2010: paid £39,000) and paid £nil in respect of financing activities (half year ended June 2010: £nil; year ended December 2010: £nil).

 

A pre tax loss of £718,000 arose on the disposal of the Compton garage and the Alton and Robinson greenhouse brands, being the proceeds of disposal less the carrying amount of the relevant net assets.  In addition the estimated net cost of the closure of the Compton site is £4,231,000.  The total net loss on disposal and closure of discontinued operations is £4,949,000.

 

Basic loss per share from discontinued operations of 2.51 pence (30 June 2010: 0.22 pence; 31 December 2010: 0.45 pence) per share is calculated by dividing the loss attributable to ordinary shareholders from discontinued operations of £4,912,000 (30 June 2010: £434,000; 31 December 2010: 871,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

 

The ordinary shares are considered to be anti-dilutive to the loss per share from the discontinued operations calculation.

 

7.   Earnings per share

 

Basic earnings per share of 2.96 pence (30 June 2010: 3.07 pence; 31 December 2010: 3.76 pence) per share is calculated by dividing the profit attributable to ordinary shareholders from total operations, and after deducting non-controlling interests, of £5,776,000 (30 June 2010: £6,007,000; 31 December 2010: 7,350,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

 

Basic earnings per share from continuing operations of 5.47 pence (30 June 2010: 3.29 pence; 31 December 2010: 4.21 pence) per share is calculated by dividing the profit from continuing operations and after deducting non-controlling interests of £10,688,000 (30 June 2010: £6,441,000; 31 December 2010: £8,221,000) by the weighted average number of shares in issue during the year of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449).

 

Attributable profit


                Half year

              ended June

Year ended December


2011

£'000

2010

£'000

2010

£'000

 

Profit from continuing operations

10,710

6,441

8,221

Loss from discontinued operations

(4,912)

(434)

(871)


              

              

              

 

Profit attributable to ordinary shareholders

5,798

6,007

7,350

Profit attributable to non-controlling interests

(22)

-

-


              

              

              

 

 

5,776

6,007

7,350


              

              

              

 

Weighted average number of ordinary shares



    Half year

    ended June

Year ended

December



2011

2010

2010



Number

Number

Number

Number of issued ordinary shares (at beginning of the period)


199,378,755

199,378,755

199,378,755

Effect of shares transferred into employee benefit trust


(1,572,741)

(1,449,979)

(1,491,306)

Effect of treasury shares acquired


(2,425,000)

(2,425,000)

(2,425,000)



                    

                    

                    

Weighted average number of ordinary shares at end of the period

195,381,014

195,503,776

195,462,449



                    

                    

                    

 

Diluted earnings per share of 2.90 pence (30 June 2010: 3.01 pence; 31 December 2010: 3.69 pence) per share is calculated by dividing the profit attributable to ordinary shares and potentially dilutive ordinary shares from total operations and after deducting non-controlling interests of £5,776,000 (30 June 2010: £6,007,000; 31 December 2010: £7,350,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449) plus potentially dilutive shares of 3,997,741 (30 June 2010: 3,874,979; 31 December 2010: 3,916,306) which totals 199,378,755 (30 June 2010: 199,378,755; 31 December 2010: 199,378,755).

 

Diluted earnings per share from continuing operations of 5.36 pence (30 June 2010: 3.23 pence; 31 December 2010: 4.13 pence) per share is calculated by dividing the profit attributable to ordinary shares and potentially dilutive ordinary shares from continuing operations and after deducting non-controlling interests of £10,688,000 (30 June 2010: £6,441,000; 31 December 2010: £8,221,000) by the weighted average number of shares in issue during the period of 195,381,014 (30 June 2010: 195,503,776; 31 December 2010: 195,462,449) plus potentially dilutive shares of 3,997,741 (30 June 2010: 3,874,979; 31 December 2010: 3,916,306) which totals 199,378,755 (30 June 2010: 199,378,755; 31 December 2010: 199,378,755).

 

Weighted average number of ordinary shares (diluted)



      Half year

      ended June

Year ended December



2011

2010

2010



£'000

£'00

£'000






Weighted average number of ordinary shares


195,381,014

195,503,776

195,462,449

Effect of shares transferred into employee benefit trust


1,572,741

1,449,979

1,491,306

Effect of treasury shares acquired


2,425,000

2,425,000

2,425,000



                    

                    

                    

Weighted average number of ordinary shares (diluted)


199,378,755

199,378,755

199,378,755



                    

                    

                    

 

8.   Dividends

 

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

 



Pence per qualifying share

      Half year

      ended June

Year ended

December




2011

2010

2010




£'000

£'000

£'000







2011 interim


1.75

3,431

-

-

2010 final


3.50

-

-

6,863

2010 interim


1.75

-

3,431

3,431




              

              

              




3,431

3,431

10,294




              

              

              

 

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

 



Pence per qualifying share

      Half year

      ended June

Year ended

December




2011

2010

2010




£'000

£'000

£'000







2010 final


3.50

6,863

-

-

2010 interim


1.75

-

-

3,431

2009 final


3.50

-

6,863

6,863




              

              

              




6,863

6,863

10,294




              

              

              

 

The 2010 final dividend of 3.50 pence per qualifying ordinary share, total value £6,863,000 was paid on 8 July 2011 to shareholders registered at the close of business on 10 June 2011.

 

9.   Employee benefits

 

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

 



June

December


2011

2010

2010


£'000

£'000

£'000

Present value of funded obligations

(214,466)

(220,204)

(212,394)

Fair value of Scheme assets

210,838

193,229

208,302


              

              

              

Net liability in the Scheme for defined benefit obligations (see below)

(3,628)

(26,975)

(4,092)


              

              

              

Experience adjustments on Scheme liabilities

(200)

4,104

14,332


              

              

              

Experience adjustments on Scheme assets

(2,829)

3,987

13,658


              

              

              

 

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

 



Half year

ended June

Year ended December


2011

2010

2010


£'000

£'000

£'000





Net liability for defined benefit obligations at beginning of the period

(4,092)

(37,956)

(37,956)

Contributions received

3,300

3,300

6,600

Profit/(loss) recognised in the Consolidated Income Statement

193

(410)

(376)

Actuarial (losses)/gains recognised in the Consolidated Statement of

  Comprehensive Income

(3,029)

8,091

27,640


              

              

              

Net liability in the Scheme for the defined benefit obligations at

  period end

(3,628)

(26,975)

(4,092)


              

              

              

 

The actuarial loss of £3,029,000 in the half year ended 30 June 2011 is due to the net effect of the movement in the fair value of the Scheme assets, the increase in the AA corporate bond rate from 5.5 per cent to 5.6 per cent and the increase in the inflation assumption. 

 

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



June

December


2011

2010

2010









Discount rate (AA corporate bond rate)

5.6%

5.5%

5.5%

Inflation (RPI)

3.5%

3.3%

3.4%

Inflation (CPI)

2.8%

n/a

2.7%

Future pension increases

2.8%

3.3%

2.7%

Expected return on Scheme assets

5.8%

6.5%

5.8%

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




            Male:

20.7

20.5

20.6

            Female:

23.8

23.5

23.8

 

10.  Acquisition of subsidiary and non-controlling interests

 

On 4 March 2011 the Group obtained control of a newly formed company located and registered in Belgium called Marshalls NV.  The Group acquired 66.7 per cent of the ordinary share capital and voting interests of Marshalls NV and the remaining 33.3 per cent non-controlling interest is owned by an unrelated party.  Marshalls NV manufactures and supplies landscape, driveway and garden products from a range of materials, but principally concrete and natural stone.

 

In the period to 30 June 2011 Marshalls NV contributed revenue of £4,291,000 and operating profit of £65,000 to the Group's results.

 

The following summarises the major classes of consideration transferred and the recognised amounts of assets acquired and liabilities assumed at the acquisition date:

 

Consideration transferred

 




£'000

Cash



3,250

Deferred consideration



2,143




              




5,393




              

Identified assets acquired and liabilities assumed, recorded at fair value on a provisional basis

 




£'000

Property, plant and equipment



7,899

Inventories



1,104

Cash and cash equivalents



2,146

Trade and other debtors



742

Trade and other payables



(1,142)




              

Total net identifiable assets

 

 

10,749


 

 

                

Net cash outflow on acquisition of subsidiaries




£'000

Consideration paid in cash



3,250

less: cash and cash equivalents acquired


(2,146)




              

Net cash outflow

 

 

1,104


 

 

                

 

Negative goodwill has been recognised as a result of the acquisition as follows:

 




£'000

Total consideration transferred

 



5,393

Non-controlling interests, based on their proportionate interest in the

  recognised amounts of the assets and liabilities of the acquiree


3,584

Fair value of identifiable assets



(10,749)




              

Negative goodwill (Note 3)

 

 

(1,772)


 

 

                

 

The transaction meets the definition of a bargain purchase and, in accordance with IFRS3, the recognised gain has been reported in the Consolidated Half-yearly Income Statement as negative goodwill.  The situation has arisen due to the majority of the assets being acquired through a Belgium Court process as a consequence of the major part of the former trading business falling into severe financial difficulties.

 

11.  Analysis of net debt

 


1 January

2011

Cash flow

 

30 June

2011


£'000

£'000

£'000





Cash at bank and in hand

4,059

22,216

26,275

Debt due within one year

(40,900)

(5,763)

(46,663)

Debt due after one year

(30,000)

(20,000)

(50,000)


              

              

              


(66,841)

(3,547)

(70,388)


              

              

              

 

Reconciliation of Net Cash Flow to Movement in Net Debt

 



Half year ended

June

Year ended December



2011

£'000


 2010

£'000

2010

£'000

 

Net increase/(decrease) in cash and cash equivalents


22,216


9,885

(5,224)

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

  lease financing


(25,763)


(7,478)

7,539



             


             

              

Movement in net debt in the period


(3,547)


2,407

2,315

Net debt at beginning of the period


(66,841)


(69,156)

(69,156)



             


             

              

Net debt at the end of the period


(70,388)


(66,749)

(66,841)



             


             

              

 

12.  Borrowing facilities

 

The total borrowing facilities at 30 June 2011 amounted to £188.4 million (30 June 2010: £188.4 million; 31 December 2010: £168.4 million) of which £91.7 million (30 June 2010: £102.5 million; 31 December 2010: £97.5 million) remained unutilised. 

 

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

 

The undrawn facilities available at 30 June 2011 in respect of which all conditions precedent had been met were as follows:

 


June

December


2011

£'000

2010

£'000

2010

£'000

Committed




- Expiring in one year or less

1,737

-

7,500

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

45,000

57,500

65,000





Uncommitted




- Expiring in one year or less

45,000

45,000

25,000


              

              

              


91,737

102,500

97,500


              

              

              

 

The maturity profile of borrowing facilities is structured to provide balanced, committed and phased medium term debt and following the renewal of certain bank facilities in August 2011, is set out as follows:

 



Facility


Cumulative

Facility



£'000


£'000

Committed facilities:





Q3: 2016


25,000


25,000

Q3: 2015


25,000


50,000

Q3: 2014


20,000


70,000

Q1: 2013


50,000


120,000

Q4: 2012


25,000


145,000






On demand facilities:





Available all year


25,000


170,000

Seasonal (February to August inclusive)


20,000


190,000

 

13.  Principal risks and uncertainties

 

The principal risks and uncertainties which could impact the Group for the remainder of the current financial year are those detailed on pages 21 to 24 of the 2010 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 2011 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 2011 and that have materially affected the financial position or performance of the entity during that period and any changes in the related party transactions described in the last Annual Report that could do so.

 

The Board

 

The Directors serving during the half year ended 30 June 2011 were as follows:

 

Andrew Allner                Chairman

Graham Holden              Chief Executive

Ian Burrell                      Finance Director

David Sarti                     Chief Operating Officer

Alan Coppin                   Non-Executive Director

Mark Edwards                Non-Executive Director

Tim Pile                         Non-Executive Director

 

The responsibilities of the Directors during their period of service were as set out on pages 25 and 26 of the 2010 Annual Report.

 

 

By order of the Board

Cathy Baxandall

Company Secretary

26 August 2011

 

 

Cautionary Statement

 

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

 

Directors' Liability

 

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

 

Independent Review Report to Marshalls plc

 

Introduction

 

We have been engaged by the Company to review the condensed set of Financial Statements in the Half-yearly Financial Report for the six months ended 30 June 2011 which comprises the Condensed Consolidated Half-yearly Income Statement, the Condensed Consolidated Half-yearly Statement of Comprehensive Income, the Condensed Consolidated Half-yearly Balance Sheet, the Condensed Consolidated Half-yearly Cash Flow Statement, the Condensed Consolidated Half-yearly Statement of Changes in Equity and the related explanatory notes. We have read the other information contained in the Half-yearly Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of Financial Statements.

 

This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

 

Directors' responsibilities

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

 

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

 

Our responsibility

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

 

Scope of review

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

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of Financial Statements in the Half-yearly Financial Report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

 

 

Chris Hearld

for and on behalf of KPMG Audit Plc
Chartered Accountants
1 The Embankment

Neville Street
Leeds
LS1 4DW
26 August 2011

 


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