Interim Results

Marshalls PLC 03 September 2004 MARSHALLS PLC INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2004 Marshalls plc, the specialist Landscape, Clay and Natural Stone Products Group, today announces results for the six months to 30 June 2004. Six months to Six months to Increase 30 June 2004 30 June 2003 £'m £'m % Turnover 190.2 183.6 3.6 Operating profit 32.0 30.6 4.8 Profit before tax 30.4 29.1 4.5 Basic EPS 12.55p 11.80p 6.4 Dividend per share 3.90p 3.65p 6.8 • Another record performance • Twelve Regional Service Centres now fully operational • Continued investment in the Marshalls brand • Return of £75m to shareholders, equivalent to 45p per share, successfully completed • Underlying demand remains encouraging • Appointment of Mike Davies as Non-Executive Chairman Commenting on these results, Richard Scholes, Acting Chairman, said: 'In the domestic market, interest in driveway and patio products continues to be strong and installer order books remain high. Public sector and commercial demand remains robust. The recent Government spending review has confirmed the commitment to a long term increase in public sector investment as a proportion of GDP which should underpin future demand for this sector. The second half of the year has seen an encouraging start in the face of unhelpful working conditions. At this stage of the year our market intelligence suggests that underlying demand will continue to be firm for the remainder of the year. I am pleased to announce the appointment of Mike Davies as Non-Executive Chairman with effect from 1 October 2004. Mike brings with him considerable experience of our industry and I am delighted that he has agreed to join us.' Enquiries: Graham Holden Chief Executive Marshalls plc 0207 404 5959 on 3 Sept 2004 Ian Burrell Finance Director Marshalls plc 01484 438900 thereafter Jon Coles Brunswick Group LLP 0207 404 5959 Sarah Tovey Brunswick Group LLP 0207 404 5959 CHAIRMAN'S STATEMENT GROUP RESULTS Group turnover in the six months to 30 June 2004 increased by 3.6 per cent to £190.2 million (2003: £183.6 million). Operating profit was £32.0 million (2003: £30.6 million), up 4.8 per cent. Profit before taxation of £30.4 million (2003: £29.1 million) was up 4.5 per cent and basic earnings per share at 12.55p (2003: 11.80p) were 6.4 per cent ahead of the comparable period last year. LANDSCAPE PRODUCTS Landscape Products sales increased by 3.3 per cent to £157.8 million (2003: £152.9 million). Operating profit was up 1.3 per cent to £26.5 million (2003: £26.1 million). Sales enquiries from domestic consumers were at record levels and installers' average order books ended the period at 11.9 weeks, 1.3 weeks higher than a year ago. However, outdoor working conditions in the early Spring were less favourable than in the prior year and this held the sales increase back to 4 per cent. Public sector and commercial demand was robust with the exception of drainage products associated with transport infrastructure. Sales in the sector improved by 2 per cent overall. CLAY PRODUCTS Clay Products sales for the period increased by 9.6 per cent to £17.4 million (2003: £15.9 million). Operating profit was £3.1 million (2003: £2.0 million) an improvement of 55.2 per cent over a disappointing comparable period. Sales volumes were slightly ahead of the first half of 2003. Sales values benefited from an improvement in product mix, and with industry stocks at historically low levels there has been some strengthening in price levels. The business is being tightly managed. The fixed cost base has been reduced and stocks are at low levels. Capital employed is £2.5 million less than at the same stage last year and return on capital employed has improved to 16.8 per cent in the first half of the year (2003: 10.0 per cent). NATURAL STONE Natural Stone sales at £14.9 million (2003: £14.8 million) were very similar to the excellent sales achieved in the comparable period which benefited from a large project in Trafalgar Square. Operating profit was maintained at £2.4 million (2003: £2.4 million). Natural Stone includes processed natural stone products, imported stone and granite products, together with crushed aggregates from our own quarries. The majority of customers are involved with public sector and infrastructure projects. Whilst there are fewer large commercial projects under consideration at the present time compared with last year, the overall volume of enquiries remains acceptable. ACQUISITIONS In the first half of the year Marshalls expanded its Street Furniture business (included in Landscape Products) through the acquisition of The Great British Bollard Company Limited and Woodhouse Group Limited. These two businesses, which have combined annual sales of £10 million, significantly increase the portfolio of products that the Group is able to offer to the public sector and commercial market. The net cash paid for these two businesses amounted to £6.6 million. On 2 July 2004 Marshalls completed the acquisition of Rockrite Limited a specialist ready to use mortar business that will add value to Group aggregate sales. Rockrite has annual sales of £4 million. These acquisitions reflect the Group strategy of adding complementary businesses providing quality products to enhance Marshalls core product offer. BALANCE SHEET The Scheme of Arrangement for the return of value became effective on 8 July 2004. The Scheme, which enabled the return of £75 million to shareholders, involved a capital reorganisation and the introduction of a new holding company which has now assumed the original name of Marshalls plc. Under the terms of the Scheme, shareholders received 11 new shares and 13 B shares in the new holding company for every 13 ordinary shares held on 7 July 2004. Shareholders elected to redeem £70.1 million worth of the B shares immediately on 21 July 2004, leaving £5.3 million to be redeemed at a later date. At 30 June 2004 the Scheme was not yet effective and consequently the interim financial statements have been prepared in respect of the previous holding company. However, we have included a pro forma balance sheet, with adjustments, to illustrate the effect of the Scheme as if the changes had taken place on 30 June 2004. The restructuring is being accounted for as a capital reorganisation and merger accounting principles are being applied. At 30 June 2004 gearing increased slightly to 10.2 per cent (2003: 8.0 per cent) with net borrowings at £24.3 million (2003: £17.4 million). This largely reflected the acquisitions in the period and their working capital requirements together with the normal seasonal working capital outflow in the first half of the year. After the redemption of the B shares on 21 July 2004 gearing, on a pro forma basis, was 60.0 percent. DIVIDEND The Board has decided to declare an interim dividend of 3.90p (2003: 3.65p) per ordinary share, an increase of 6.8 per cent. This dividend will be paid on 8 December 2004 to shareholders on the register at the close of business on 5 November 2004. The ex-dividend date will be 3 November 2004. THE BOARD I am pleased to announce the appointment of Mike Davies as Non-Executive Chairman with effect from 1 October 2004. Mike brings with him considerable experience of our industry and I am delighted that he has agreed to join us. OUTLOOK In the domestic market, interest in driveway and patio products continues to be strong and installer order books remain high. Public sector and commercial demand remains robust. The recent Government spending review has confirmed the commitment to a long term increase in public sector investment as a proportion of GDP which should underpin future demand for this sector. The second half of the year has seen an encouraging start in the face of unhelpful working conditions. At this stage of the year our market intelligence suggests that underlying demand will continue to be firm for the remainder of the year. RICHARD SCHOLES ACTING CHAIRMAN Consolidated Profit and Loss Account for the half year ended 30 June 2004 Unaudited Audited Half year ended Year ended June December Notes 2004 2003 2003 £'000 £'000 £'000 Turnover 3 190,162 183,583 349,481 Operating costs (158,153) (153,029) (296,353) ---------- ---------- ---------- Operating profit 3 32,009 30,554 53,128 Interest (net) (1,599) (1,447) (2,725) ---------- ---------- ---------- Profit on ordinary activities before taxation 30,410 29,107 50,403 Taxation on profit on ordinary activities (9,400) (9,345) (15,902) ---------- ---------- ---------- Profit for the financial period 21,010 19,762 34,501 Preference dividends: Non equity shares - (36) (54) ---------- ---------- ---------- Profit attributable to ordinary shareholders 21,010 19,726 34,447 ---------- ---------- ---------- Earnings per share: Basic 5 12.55p 11.80p 20.61p Diluted 5 12.53p 11.80p 20.58p Adjusted Basic 5 13.02p 12.23p 21.46p ---------- ---------- ---------- Dividend per share: Pence per share 4 3.90p 3.65p 11.00p ---------- ---------- ---------- Consolidated Balance Sheet as at 30 June 2004 Pro forma Unaudited Audited (note 8) June December Notes 2004 2004 2003 2003 £'000 £'000 £'000 £'000 Fixed assets Intangible 30,246 30,246 24,445 23,725 Tangible 209,999 209,999 194,680 206,650 ------- -------- -------- -------- 240,245 240,245 219,125 230,375 ------- -------- -------- -------- Current assets Stocks 60,125 60,125 57,885 56,744 Debtors 69,426 69,426 63,138 33,412 Cash at bank and in hand 28 28 5,977 7,884 ------- -------- -------- -------- 129,579 129,579 127,000 98,040 Creditors: Amounts falling due within one year (106,691) (88,612) (89,392) (68,992) ------- -------- -------- -------- Net current assets 22,888 40,967 37,608 29,048 ------- -------- -------- -------- Total assets less current liabilities 263,133 281,212 256,733 259,423 ------- -------- -------- -------- Creditors: Amounts falling due after more than one year (80,000) (20,000) (20,001) (20,000) Provisions for liabilities and charges (21,626) (21,626) (20,358) (21,275) ------- -------- -------- -------- Net assets 3 161,507 239,586 216,374 218,148 ------- -------- -------- -------- Capital and reserves Called up share capital 40,786 41,886 42,008 41,837 Capital redemption reserve 70,050 1,483 1,261 1,483 Share premium account - 18,517 17,728 18,138 Revaluation reserve 5,166 5,166 5,166 5,166 Merger reserve (213,067) 13,091 13,091 13,091 Profit and loss account 258,572 159,443 137,120 138,433 ------- -------- -------- -------- Shareholders' funds 161,507 239,586 216,374 218,148 ------- -------- -------- -------- Analysis of shareholders' funds Equity 161,507 239,586 215,266 218,148 Non equity - - 1,108 - ------- -------- -------- -------- 161,507 239,586 216,374 218,148 ------- -------- -------- -------- Net gearing 60.0% 10.2% 8.0% 6.1% ------- -------- -------- -------- Consolidated Cash Flow Statement for the half year ended 30 June 2004 Unaudited Audited Half year ended Year ended June December Notes 2004 2003 2003 £'000 £'000 £'000 Cash inflow from operating activities 7 14,684 28,554 81,261 Returns on investments and servicing of finance (1,590) (1,559) (2,831) Taxation (6,132) (6,676) (14,018) Capital expenditure (11,929) (18,790) (39,802) Acquisitions and disposals (6,556) (1,035) (2,014) Equity dividends paid - - (17,300) ---------- ---------- ---------- Cash (outflow)/inflow before financing (11,523) 494 5,296 Financing Issue of shares 428 3 464 Repayment of cumulative redeemable preference shares - - (1,108) Decrease in debt and lease financing (1,120) (1,827) (4,075) ---------- ---------- ---------- (Decrease)/increase in cash in the period (12,215) (1,330) 577 ---------- ---------- ---------- Reconciliation of Net Cash Flow to Movement in Net Debt (Decrease)/increase in cash in the period (12,215) (1,330) 577 Cash outflow from decrease in debt and lease financing 1,120 1,827 4,075 ---------- ---------- ---------- Movement in net debt in the period (11,095) 497 4,652 Net debt at beginning of period (13,243) (17,895) (17,895) ---------- ---------- ---------- Net debt at end of period (24,338) (17,398) (13,243) ---------- ---------- ---------- Consolidated Reconciliation of Movements in Shareholders' Funds for the half year ended 30 June 2004 Unaudited Audited Half year ended Year ended June December 2004 2003 2003 £'000 £'000 £'000 Profit for the financial period 21,010 19,762 34,501 Dividends (preference and ordinary) - (6,137) (18,455) New share capital issued 428 3 464 Repayment of cumulative redeemable preference shares - - (1,108) ---------- ---------- ---------- Net additions to shareholders' funds 21,438 13,628 15,402 Shareholders' funds at beginning of period 218,148 202,746 202,746 ---------- ---------- ---------- Shareholders' funds at end of period 239,586 216,374 218,148 ---------- ---------- ---------- There were no recognised gains or losses in the period (2003: £Nil) other than those reflected above. Notes to the Interim Statements 1. Scheme of Arrangement On 8 July 2004 Marshalls plc ('the Company' and formerly Marshalls Group plc) was introduced as the new holding company of the Marshalls Group by way of a Court approved Scheme of Arrangement ('the Scheme') under Section 425 of the Companies Act 1985. The Company had previously been incorporated as Ever 2338 Limited on 13 April 2004. It changed its name on 30 April 2004 to Marshalls Group Limited and on 5 May 2004 re-registered as a public limited company. Following the Scheme becoming effective on 8 July 2004, Marshalls Group plc changed its name to Marshalls plc. The restructuring is being accounted for as a capital reorganisation and for the year ending 31 December 2004 merger accounting principles will be applied as if the Company had always been the holding company of the Group. Under the Scheme, Marshalls Group plc ('Marshalls Group' and formerly Marshalls plc) shareholders received 11 new ordinary shares and 13 B shares in the Company for every 13 existing ordinary shares held at the Scheme record date. In order to finance the obligations of the Group in relation to the B shares an inter-company loan of £72.5 million has been made to the Company by Marshalls Group in accordance with the Scheme. This loan has enabled the Company to redeem 155,665,695 B shares pursuant to the Scheme, amounting in aggregate to £70.1 million, and to pay the costs and expenses relating to the redemption of the B shares and the Scheme. 2. Basis of Preparation As at 30 June 2004 the Scheme had not been completed and the interim financial statements have been prepared in respect of Marshalls Group plc (formerly Marshalls plc). The interim financial statements have been prepared on the basis of the accounting policies set out in the 2003 Annual Report. In addition, a pro forma balance sheet has been disclosed for the new Group. A pro forma balance sheet for the new Group as at 30 June 2004 has been disclosed for illustration purposes only and details of the pro forma adjustments have been included in note 8. This illustrates the effect of the Scheme on the consolidated balance sheet of Marshalls Group as though the changes had taken place on 30 June 2004. 3. Analysis of turnover, operating profit and net assets Unaudited Audited Half year ended Year ended June December 2004 2003 2003 £'000 £'000 £'000 (a) Turnover Landscape Products 157,842 152,865 288,819 Clay Products 17,445 15,918 32,130 Natural Stone 14,875 14,800 28,532 -------- -------- --------- 190,162 183,583 349,481 -------- -------- --------- (b) Operating profit Landscape Products 26,472 26,129 44,874 Clay Products 3,111 2,004 4,202 Natural Stone 2,426 2,421 4,052 -------- -------- --------- 32,009 30,554 53,128 -------- -------- --------- (c) Net assets Landscape Products 233,696 202,674 200,026 Clay Products 36,810 39,335 37,089 Natural Stone 34,910 32,180 32,234 -------- -------- --------- 305,416 274,189 269,349 Unallocated net liabilities (65,830) (57,815) (51,201) -------- -------- --------- 239,586 216,374 218,148 -------- -------- --------- Unallocated net liabilities comprise non-operating assets and liabilities of a financing nature, principally net borrowings, corporate tax, deferred tax and dividends payable. There is no material inter-segmental turnover. 4. Dividends On 3 September 2004 the Company declared an interim dividend of 3.90p per share. Payment of the interim dividend will be made on 8 December 2004 to shareholders registered at the close of business on 5 November 2004. The ex-dividend date will be 3 November 2004. Payment of this dividend to shareholders, which is estimated to amount in aggregate to £5,529,000, will be funded by way of an inter-company dividend from Marshalls Group plc to Marshalls plc. Total dividends: Half year ended Year ended June December 2004 2003 2003 per share per share per share Marshalls plc (formerly Marshalls Group plc) 3.90p N/A N/A Marshalls Group plc (formerly Marshalls plc) - 3.65p 11.00p -------- -------- --------- £'000 £'000 £'000 Marshalls plc (formerly Marshalls Group plc) 5,529 N/A N/A Marshalls Group plc (formerly Marshalls plc) - 6,101 18,401 -------- -------- --------- 5. Earnings per share Unaudited Audited Half year ended Year ended June December 2004 2003 2003 £'000 £'000 £'000 Profit for the financial period attributable to ordinary shareholders 21,010 19,726 34,447 --------- --------- --------- Profit for the financial period attributable to ordinary shareholders and potentially ordinary dilutive shares 21,010 19,726 34,447 -------- --------- --------- Adjusted basic earnings per share reconciliation: Profit for the financial period attributable to ordinary shareholders 21,010 19,726 34,447 Goodwill amortisation 779 710 1,430 --------- --------- --------- 21,789 20,436 35,877 --------- --------- --------- Weighted average number of shares 167,402,546 167,145,851 167,159,671 ----------- ----------- ----------- Weighted average number of shares 167,402,546 167,145,851 167,159,671 Potentially dilutive shares 272,383 48,324 202,054 ----------- ----------- ----------- 167,674,929 167,194,175 167,361,725 ----------- ----------- ----------- Basic earnings per share 12.55p 11.80p 20.61p --------- --------- --------- Diluted earnings per share 12.53p 11.80p 20.58p --------- --------- --------- Adjusted basic earnings per share 13.02p 12.23p 21.46p --------- --------- --------- An adjusted basic earnings per share has been prepared in order to show the underlying performance of the business. The adjusted basic earnings per share is adjusted for goodwill amortisation. 6. Borrowing facilities As at 30 June 2004, Marshalls Group had arranged additional bank facilities amounting, in aggregate, to £100 million with the Royal Bank of Scotland plc and Lloyds TSB Bank plc. The total borrowing facilities at that date amounted to £145 million of which £140.7 million remained unutilised. As detailed in note 1, on 21 July 2004 a loan of £72.5 million was made to Marshalls plc to enable the redemption of 155,665,695 (92.9%) B shares and to pay the costs and expenses relating to the redemption and the Scheme. This loan was made out of the additional bank facilities referred to above. 7. Reconciliation of operating profit to cash inflow from operating activities Unaudited Audited Half year ended Year ended June December 2004 2003 2003 £'000 £'000 £'000 Operating profit 32,009 30,554 53,128 Amortisation charges 779 710 1,430 Depreciation charges 9,390 8,840 17,538 (Profit)/loss on sale of tangible fixed assets (12) 13 317 (Increase)/decrease in stocks (2,807) 5,571 6,711 Increase in debtors (35,288) (31,108) (1,382) Increase in creditors 10,613 13,974 3,519 -------- -------- --------- Cash inflow from operating activities 14,684 28,554 81,261 -------- -------- --------- 8. Pro forma balance sheet for the new Group The following pro forma balance sheet for the new Group as at 30 June 2004 illustrates the effect of the Scheme on the consolidated balance sheet of Marshalls Group as though the changes had taken place on that date. It has been prepared on the basis that the Scheme is accounted for as a group reconstruction under merger accounting rules. It also includes an adjustment for the interim dividend of 3.90p per share (note 4). Marshalls Scheme of Reduction Redemption/ Interim Pro forma Group as at Arrangement of Capital Cancellation Dividend as at 30 30 June 2004 of B Shares June 2004 £'000 £'000 £'000 £'000 £'000 £'000 Fixed assets Intangible 30,246 - - - - 30,246 Tangible 209,999 - - - - 209,999 ------- ------ ------ ------- ------- ------- 240,245 - - - - 240,245 Current assets Stocks 60,125 - - - - 60,125 Debtors 69,426 - - - - 69,426 Cash at bank and in hand 28 - - - - 28 ------- ------- ------ ------- ------- ------- 129,579 - - - - 129,579 Creditors: Amounts falling due within one year (88,612) - - (12,550) (5,529) (106,691) ------- ------- ------ ------- ------- ------- Net current assets 40,967 - - (12,550) (5,529) 22,888 ------- ------- ------ ------- ------- ------- Total assets less current liabilities281,212 - - (12,550) (5,529) 263,133 ------- ------- ------ ------- ------- ------- Creditors: Amounts falling due after more than one year (20,000) - - (60,000) - (80,000) Provisions for liabilities and charges(21,626) - - - - (21,626) ------- ------- ------ ------- ------- ------- Net assets 239,586 - - (72,550) (5,529) 161,507 ------- ------- ------ ------- ------- ------- Capital and reserves Called up share capital 41,886 246,158 (177,208) (70,050) - 40,786 Capital redemption reserve 1,483 (1,483) - 70,050 - 70,050 Share premium account 18,517 (18,517) - - - - Revaluation reserve 5,166 - - - - 5,166 Merger reserve 13,091 (226,158) - - - (213,067) Profit and loss account 159,443 - 177,208 (72,550) (5,529) 258,572 ------- ------- ------ ------- ------- ------- Shareholders' funds 239,586 - - (72,550) (5,529) 161,507 ------- ------- ------ ------- ------- ------- Net debt (24,338) (72,550) (96,888) Net gearing 10.2% 60.0% Under the Scheme, on 8 July 2004, the Company issued 141,766,577 new ordinary shares of 150 pence each, with an aggregate nominal value of £212,649,866 and 167,542,319 B shares of 45 pence each, with an aggregate nominal value of £75,394,044, in consideration for 100 per cent of the issued ordinary share capital of Marshalls Group. The aggregate nominal value of the shares issued by the Company was £288,043,910. Under merger accounting principles, the share capital and share premium of the Company is eliminated on consolidation. The adjustment to called up share capital of £246,158,000 represents the difference between the aggregate nominal value of the shares issued and the called up share capital of Marshalls Group of £41,886,000. In addition, the difference between the aggregate nominal value of the new ordinary shares and B shares issued by the Company and the called up share capital, capital redemption reserve and share premium account of Marshalls Group of £226,158,000 has been transferred to a merger reserve. The pro forma balance sheet has been adjusted to reflect the Reduction of Capital, whereby the nominal value of each of the 141,766,577 new ordinary shares has been reduced from 150 pence per share to 25 pence per share resulting in a total reduction in share capital of £177,208,000, together with a corresponding increase to the profit and loss account. The pro forma balance sheet has been adjusted by £72,550,000 to reflect the amount of capital that has been returned to shareholders of £70,050,000, being the nominal value of the B shares redeemed on 21 July 2004, plus the estimated costs of £2,500,000. The return of capital has been financed from new bank facilities drawn down of £72,550,000, of which £60,000,000 is included within Creditors: Amounts falling due after more than one year and £12,550,000 is included within Creditors: Amounts falling due within one year. The nominal value of the B shares redeemed of £70,050,000 has been transferred to a non-distributable capital redemption reserve. 9. Other The above financial information does not constitute statutory accounts of Marshalls plc. The financial information for the year ended 31 December 2003 has been extracted from the statutory accounts of Marshalls Group for that period which have been delivered to the Registrar of Companies and contain an unqualified audit report. Review Report Independent review report by KPMG Audit Plc to Marshalls plc Introduction We have been instructed by the Company to review the financial information set out on pages 3 to 10 and we have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. 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 Listing Rules of the Financial Services Authority. 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 Interim Report, including the financial information contained therein, is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Interim Report in accordance with the Listing Rules which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual financial statements except where they are to be changed in the next annual financial statements in which case any changes, and the reasons for them, are to be disclosed. Review Work Performed We conducted our review in accordance with guidance contained in Bulletin 1999/ 4: Review of interim financial information issued by the Auditing Practices Board. A review consists principally of making enquiries of Group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review is substantially less in scope than an audit performed in accordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review Conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 30 June 2004. KPMG Audit Plc Chartered Accountants Registered Auditor Leeds 3 September 2004 This information is provided by RNS The company news service from the London Stock Exchange

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