Interim Results

RNS Number : 2656C
Marshalls PLC
29 August 2008
 



Embargoed until 7.00am on Friday 29 August 2008


Half year results for the period ended 30 June 2008


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


Financial Highlights



  Half year ended

30 June 2008

Half year ended

30 June 2007

Increase / (Decrease)

 %

Revenue

 

£211.1m

£209.9m

0.6

EBITDA

 

£38.1m

£40.9m

(6.8)

Operating profit

 

£26.8m

£30.5m

(12.2)

Profit before tax

 

£22.7m

£27.4m

(17.1)

Basic EPS

 

11.76p

13.80p

(14.8)

Interim dividend per share

4.55p

4.55p

-


  • Strategy adapted to focus on sales opportunities in growth markets, accelerating cost reductions and conserving cash to retain financial flexibility.
  • Focus on Public Sector and Commercial market which, at approaching 60 per cent of Group revenues, remains robust.
  • Smaller Domestic market is more challenging.
  • Accelerated closure of two manufacturing units which will reduce the fixed cost base by £3.5 million. One-off charge of £8.0 million expected in the second half, of which £3.5 million is cash.
  • Sale of surplus properties contributed £2.2 million to profit and realised £11.1 million in cash which has been applied to fund growth capital and investments.
  • Interim dividend maintained at 4.55 pence per share.


Note: An Independent Review Report provided by the Auditors is attached to this Statement.


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


'Marshalls has an experienced management team which, in response to the difficult market environment, has moved swiftly to refocus the business and reduce the cost base. Our balance sheet is strong, our business is well invested and our brand recognition is high.


The Public Sector and Commercial market is robust with good visibility and we are applying our energies to the sales opportunities, whilst continuing to serve the quieter Domestic market.'


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


Marshalls' revenue for the half year ended 30 June 2008 was £211.1 million (2007: £209.9 million), an increase of 0.6 per cent. Like for like revenue was up 0.1 per cent with acquisitions contributing an additional £1.1 million. 


EBITDA was £38.1 million (2007: £40.9 million). Operating profit for the period was £26.8 million (2007: £30.5 million) after the cost of strategic business initiatives expensed in the period of £2.7 million which was largely offset by a net profit of £2.2 million from the sale of surplus properties.  


Net financial expenses were £4.1 million (2007: £3.1 million) and interest cover was 6.6 times (2007: 9.8 times). The effective tax rate was 27.6 per cent (2007: 28.0 per cent).  


Basic earnings per share were 11.76 pence (2007: 13.80 pence) per share, down 14.8 per cent. 


The interim dividend will remain unchanged at 4.55 pence (2007: 4.55 pence) per share. This is supported by good cash generation and our confidence in the business and its medium term prospects. Our dividend policy continues to be that dividends will move in line with medium term earnings.  


Marshalls has continued to develop into a market leading customer focussed landscape products business. We supply our two markets from a unique network of modern, well invested regional manufacturing and distribution sites. The Marshalls brand is recognised for quality of product and sector leading customer service. We continually innovate in marketing, new products, materials technology and manufacturing techniques.


Our long term strategy is under constant review and remains unchanged. What has changed, in response to changed market conditions, is the method of implementation which has been adapted to focus on sales opportunities in growth markets, accelerating cost reductions and conserving cash to retain financial flexibility.


Operating Performance


Like for like sales to the Public Sector and Commercial market, which are approaching 60 per cent of Group revenues, were 9 per cent ahead while like for like sales to the smaller Domestic market were down by 10 per cent compared with 2007.  


The underlying operating profit margin has fallen from 14.8 per cent to 12.9 per cent due mainly to the fall in volume but, in addition, we have not passed on the recent diesel cost increase as this happened after our last price increase, however, we expect to recover this from 2009. Since the half year end the market price of cement has risen, further inflating product cost, and again we will look to recover this from 2009.


The Public Sector and Commercial market has delivered good growth in the first half and lead indicators, which give 12 months' visibility, indicate that growth will continue. We continue to develop our integrated product offer by improving the range of innovative products and services we offer and this is delivering strong growth in street furniture, natural stone paving and sustainable urban drainage products.


In the Domestic market New Build is weak and DIY was affected by a difficult Easter but installed patios and driveways, which provide the majority of the volume, have been much more robust. The latest installer order books at the end of June were 8.2 weeks. However, the uncertainty in the Domestic market is continuing as the general economic picture deteriorates.


We continue to invest in the Marshalls brand with the marketing focus being to generate 'pull through' demand, to develop our approved installer network and to improve product mix. We now have nine Display Centres open and our continued sponsorship of the Royal Horticultural Society's ('RHS') Chelsea Flower Show in May 2008 again proved very successful. In addition, our presence at the RHS Hampton Court and RHS Tatton Park flower shows has further increased brand awareness and public recognition of Marshalls' innovative and design-led products and services. Our Alton Greenhouse business was part of the Gold Medal winning team at the RHS Hampton Court flower show with its Victorian Style Cedar Greenhouse.


The Group continues to focus on sustainability and, as a member of the Ethical Trading Initiative, sources significant quantities of stone from India and China. The Group has recently been placed second in the Business in the Community's 'John Lewis and Waitrose Supply Chain Award' for its 'Indian Sandstone and the Ethical Supply Chain' entry.


Cost and Overhead Management


In these uncertain times we continue to improve productivity and to accelerate the reduction of our cost base. In July we announced the closure of two concrete manufacturing operations at Cannock and Sawley. These actions will enable the Group to reduce costs permanently and also to obtain a greater benefit from the previous investment in robotics and other productivity initiatives. There has been no charge in the half year to 30 June 2008 but we expect the full year charge to be approximately £8.0 million. This includes the non-cash write-off of plant and other related assets of £4.5 million together with a cash outflow of around £3.5 million in respect of redundancy payments, the cost of running down the site operations and relocating transferable plant. We anticipate this cash outflow to be recovered in less than one year and, if the cash released from the reduction of stock held at these sites is taken into account, the closures are expected to be cash neutral by the year end.


Corporate Activity


The investment that has been made in recent years, in both productivity improvements and acquisitions, has meant that the Group is well invested. In response to current market conditions in the first half of 2008 we have reduced investment in capital expenditure and investments to £14.4 million (2007: £25.4 million) and we will reduce capital expenditure further in 2009 and 2010 to improve net cash generation. We will continue to pursue selected growth investment and bolt-on acquisition opportunities where they will add long term value to the Group. 


We have previously reported that we expect to realise cash of between £15 million and £20 million over the medium term from the sale of surplus assets. In the half year to 30 June 2008 we have realised £11.1 million and with the £3 million realised in 2007 the Group is well on track to achieve this objective.  


During the first half of 2008, and since the period end, we have invested £2.1 million in further quarry reserves, acquiring interests in two Cotswold limestone quarries to give the Group access to additional long term supplies of blockstone for paving and walling products and increasing the range of stone colourways that can be offered to customers.


Balance Sheet


Net assets at 30 June 2008 were £203.4 million which represented 142.2 pence per share.


Inventory has increased by £5.1 million since 31 December 2007 and is largely due to inflationary factors in the cost of raw materials giving rise to £4.8 million of this increase.


At 30 June 2008 net debt was £97.9 million (2007: £73.5 million) with gearing of 48.1 per cent (2007: 36.8 per cent). This compares with the total facilities of £176.9 million at that date. The movement in net debt was broadly neutral in the period with the cash received from the sale of surplus properties and assets largely offsetting the normal first half working capital outflow.  


Our balance sheet remains strong with modest gearing and interest strongly covered 6.6 times.


Dividend


The Board has declared an unchanged interim dividend of 4.55 pence (2007: 4.55 pence) per share. This dividend will be paid on 3 December 2008 to shareholders on the register at the close of business on 31 October 2008. The ex-dividend date will be 29 October 2008.


Outlook


Marshalls has an experienced management team which, in response to the difficult market environment, has moved swiftly to refocus the business and reduce the cost base. Our balance sheet is strong, our business is well invested and our brand recognition is high.


The Public Sector and Commercial market is robust with good visibility and we are applying our energies to the sales opportunities, whilst continuing to serve the quieter Domestic market.


There will continue to be uncertainty in the short term in the Domestic market. Overall sales in July and August 2008 were 5 per cent below 2007, however, we have taken decisive action to ensure that we emerge stronger when markets improve.



Graham Holden

Chief Executive 

  Condensed Consolidated Half-yearly Income Statement

for the half year ended 30 June 2008




Half year

ended June

Year ended December


Notes


 2008

£'000

2007

£'000

2007

£'000

Revenue

2

211,082

209,860

402,926

 

Net operating costs

3

(184,298)

(179,362)

(354,116)

 

 

              

              

              

Operating profit

2

26,784

30,498

48,810

Financial expenses

4

(9,747)

(8,390)

(17,596)

Financial income

4

5,661

5,279

10,889

 

 

              

              

              

Profit before tax

2

22,698

27,387

42,103

Income tax expense

(6,266)

(7,682)

(11,852)

 

              

              

              

Profit for the financial period attributable to

  equity  shareholders of the parent

16,432


19,705


30,251

 

 

              

              

              

Earnings per share:

Basic

5

 

11.76p

13.80p

21.28p

 

 

              

              

              

Diluted

5

 

11.64p

13.77p

21.19p

 

 

              

              

              

 

Dividend:

 

    Pence per share

6

 

9.30p

8.85p

13.40p

 

 

              

              

              

    Dividends paid

6

 

13,009

12,653

19,098

 

 

              

              

              


  Condensed Consolidated Half-yearly Balance Sheet

as at 30 June 2008

 

June

December

 

Notes

 

2008

£'000

2007

£'000

2007

£'000

Assets

Non-current assets

Property, plant and equipment

 

210,487

213,003

209,313

Intangible assets

 

60,228

58,799

60,147

Investments in associates

7

1,497

-

-

Deferred taxation assets

5,553

10,136

7,055

 

 


             

             

              

277,765

281,938

276,515

 

 

             

             

             

Current assets

Inventories

 

88,016

74,738

82,920

Trade and other receivables

 

65,788

66,556

42,866

Cash and cash equivalents

 

5

67

19

Assets held for sale

8

-

-

8,199

 

 

 

             

             

             

 

 

153,809

141,361

134,004

 

 

 

            

              

             

Total assets

 

431,574

423,299

410,519

 

 

 

           

              

            

Liabilities

Current liabilities

Bank overdraft

 

17,544

9,150

27,840

Trade and other payables

 

79,769

84,605

60,236

Corporation tax

 

10,720

12,228

8,710

Interest bearing loans and borrowings

 

18,555

14,165

7,234

 

 

 

             

             

          

 

 

126,588

120,148

104,020

 

 

 

            

            

             

Non-current liabilities

Interest bearing loans and borrowings

 

61,808

50,214

61,871

Employee benefits

9

13,187

28,163

17,795

Deferred taxation liabilities

 

26,550

25,334

26,192

 

 

             

             

             

 

 

101,545

103,711

105,858

 

 

             

             

           

Total liabilities

 

228,133

223,859

209,878

 

 

           

             

              

Net assets

 

203,441

199,440

200,641

 

            

             

             

Equity

Capital and reserves attributable to equity shareholders of the parent

Share capital

10

35,777

35,777

35,777

Share premium account

10

2,734

2,734

2,734

Own shares

10

(9,472)

(2,280)

(8,866)

Capital redemption reserve

10

75,394

73,298

75,394

Consolidation reserve

10

(213,067)

(213,067)

(213,067)

Hedging reserve

10

6

(4)

(3)

Retained earnings

10

312,069

302,982

308,672


 


              

             

             

Equity shareholders' funds

 

203,441

199,440

200,641


              

             

             


Condensed Consolidated Half-yearly Cash Flow Statement

for the half year ended 30 June 2008




  Half year

  ended June

Year ended December


Notes

2008

£'000

2007

£'000

2007

£'000

 

Net cash flow from operating activities

11

2,732

7,123

27,666

Net cash flow from investing activities

11

(3,102)

(23,840)

(41,577)

Net cash flow from financing activities

11

10,652

8,611

(12,933)

 

 

              

              

              

Net increase / (decrease) in cash and cash equivalents  

10,282


(8,106)

(26,844)

Cash and cash equivalents at beginning of period

 

(27,821)

(977)

(977)

 

 

              


              

              

Cash and cash equivalents at end of period

 

(17,539)

(9,083)

(27,821)


 

              


              

              


Reconciliation of Net Cash Flow to Movement in Net Debt




2008

£'000

 2007

£'000

2007

£'000

 

Net increase / (decrease) in cash and cash equivalents

10,282

(8,106)

(26,844)

Cash inflow from increase in debt and lease financing

(11,258)

(10,164)

(14,890)

Finance leases acquired on acquisition of subsidiary undertakings

-

(586)

(586)

 

             

 

              

              

Movement in net debt in the period

(976)

(18,856)

(42,320)

Net debt at beginning of the period

(96,926)

(54,606)

(54,606)

 

             

 

              

              

Net debt at the end of the period

12

(97,902)

(73,462)

(96,926)


             

 

              

              


Condensed Consolidated Half-yearly Statement of Recognised Income and Expenses



2008

£'000

 2007

£'000

2007

£'000

 

Cash flow hedges: Effective portion of changes in fair value (net of

  deferred taxation)

9

2

3

Actuarial gains (net of deferred taxation)

968

9,212

12,610


              

 

              

              

Net income recognised directly in equit

977

9,214

12,613

Profit for the financial period attributable to equity shareholders of the

  parent

16,432

19,705

30,251

 

              


              

              

Total recognised income and expenses for the period

  (attributable to equity shareholders of the parent)

17,409

28,919

42,864

 

              


              

              


  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 2008 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 as defined in Section 240 of the Companies Act 1985 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 29 August 2008.


The financial information contained in the Condensed Consolidated Half-yearly Financial Statements in respect of the year ended 31 December 2007 has been extracted from the 2007 Annual Report which has been filed with the Registrar of Companies. The annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The auditors have reported on those Financial Statements; their report 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 237(2) or (3) of the Companies Act 1985.


The Condensed Consolidated Half-yearly Financial Statements have been prepared applying the accounting policies and presentation that were applied in the Company's published Consolidated Financial Statements for the year ended 31 December 2007. The accounting policies are included on the Company's website and have been applied consistently throughout the Group for the purposes of these Condensed Consolidated Half-yearly Financial Statements.


The preparation of financial statements 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 2007.


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.


2.    Segmental analysis


 

Revenue

Operating Profit

 

  Half year

  ended June

Year ended December

  Half year

  ended June

Year ended December

 

2008

2007

2007

2008

2007

2007

 

£'000

£'000

£'000

£'000

£'000

£'000

Continuing operations

211,082

209,860

402,926

26,784

30,498

48,810


              

              

              


 

Financial income and expenses (net)

(4,086)

(3,111)

(6,707)

 

              

            

              

Profit before tax

22,698

27,387

42,103


              

            

              

 

Geographical destination of revenue:


  Half year

  ended June

Year ended

December

2008

2007

2007

 

£'000

£'000

£'000


United Kingdom

210,161

208,693


400,253


Rest of the world

921

1,167


2,673

 

              

              

              


211,082

209,860

402,926

 

              

              

              


All revenue originates in the United Kingdom from continuing operations and there is no material inter-segmental turnover.


3.    Net operating costs

 

Half year

ended June

Year ended

December

 

2008

2007

2007

 

£'000

£'000

£'000

 

 

 

 

Raw materials and consumables

70,033

67,486

135,423

Changes in inventories of finished goods and work in progress

(4,663)

(4,740)

(12,460)

Personnel costs

48,230

46,414

91,845

Depreciation     - owned

10,779

9,889

20,368

                       - leased

275

291

691

Own work capitalised

(1,185)

(1,161)

(2,516)

Manufacturing overheads

60,406

61,731

118,189

Amortisation of intangible assets

291

250

661

Negative goodwill

-

(700)

(700)

Restructuring costs

303

204

1,766

Strategic business initiatives: Landscape Installations *

2,146

1,949

3,627

Strategic business initiatives: Commercial expansion *

500

366

712

Works closure costs *

-

-

160

Share of results of associates

20

-

-

 

             

             

             

Operating costs

187,135

181,979

357,766

Other operating income

(666)

(771)

(1,493)

Net profit on asset and property disposals *

(2,171)

(1,846)

(2,157)

 

             

             

             

Net operating costs

184,298

179,362

354,116

 

              

              

              


* These items are not included in the Group's definition of underlying profit.


4.    Financial expenses and income



Half year

ended June

    Year ended

      December

 

2008

2007

  2007

 

£'000

£'000

£'000

(a) Financial expenses

 

 

 

Interest expense on bank loans, overdrafts and loan notes

3,013

1,935

4,721

Interest on obligations under the defined benefit Pension Scheme

5,580

5,248

10,506

Debenture interest expense

1,137

1,137

2,275

B share dividend expense

-

42

42

Finance lease interest expense

17

28

52


             

             

             

 

9,747

8,390

17,596


              

              

              

 

 

 

 

(b) Financial income

 

 

 

Expected return on Scheme assets under the defined benefit

  Pension Scheme

5,545

5,273

10,875

Interest receivable and similar income

116

6

14

 

             

             

             

 

5,661

5,279

10,889

 

              

              

              


5.    Earnings per share


Basic earnings per share of 11.76 pence (30 June 2007: 13.80 pence) (31 December 2007: 21.28 pence) is calculated by dividing the profit attributable to ordinary shareholders from total operations of £16,432,000 (30 June 2007: £19,705,000) (31 December 2007: £30,251,000) by the weighted average number of shares in issue during the period of 139,739,447 (30 June 2007: 142,799,251) (31 December 2007: 142,159,560).


Profit attributable to ordinary shareholders


  Half year

  ended June

Year ended December

 

2008

£'000

2007

£'000

2007

£'000

 

Profit attributable to ordinary shareholders

 

 

 

- Continuing operations

16,432

19,705

30,251


              

           

           

Weighted average number of ordinary shares


  Half year

  ended June

Year ended

December

 

2008

2007

2007

 

Number

Number

Number

 

 

 

 

Number of issued ordinary shares

143,106,254

143,106,254

143,106,254

Effect of shares transferred into employee benefit trust

(941,807)

(307,003)

(523,201)

Effect of treasury shares

(2,425,000)

-

(423,493)

 

           

           

              

Weighted average number of ordinary shares at end of

  period 

139,739,447

142,799,251

142,159,560

 

             

             

               



Diluted earnings per share of 11.64 pence (30 June 2007: 13.77 pence) (31 December 2007: 21.19 pence) is calculated by dividing the profit attributable to ordinary shares and potentially dilutive ordinary shares of £16,432,000 (30 June 2007: £19,705,000) (31 December 2007: £30,251,000) by the weighted average number of shares in issue during the period of 139,739,447 (30 June 2007: 142,799,251) (31 December 2007: 142,159,560) plus potentially dilutive shares of 1,398,300 (30 June 2007: 307,003) (31 December 2007: 572,479) which totals 141,137,747 (30 June 2007: 143,106,254) (31 December 2007: 142,732,039).


Weighted average number of ordinary shares (diluted)


 

  Half year

  ended June

Year ended December

 

2008

2007

2007

 

Number

Number

Number

 

Weighted average number of ordinary shares 

139,739,447

142,799,251

142,159,560

Effect of shares transferred into employee benefit trust

941,807

307,003

523,201

Effect of treasury shares

456,493

-

49,278

 

              

                

                

Weighted average number of ordinary shares (diluted) 

141,137,747

143,106,254

142,732,039

 

         

             

             

 

 

 

 


6.    Dividends


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


 

  Half year

  ended June

Year ended December

 

2008

2007

2007

 

£'000

£'000

£'000

 

9.30 pence per qualifying ordinary share

(30 June 2007: 8.85 pence, 31 December 2007: 13.40 pence)

13,009

12,653

19,098

 

 

              

              

              


The 2007 final dividend of 9.30 pence per qualifying ordinary share, total value £13,009,000, was paid on 4 July 2008 to shareholders on the register at the close of business on 6 June 2008.


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.



 

Half year

ended June

Year ended December

 

2008

2007

2007

 

£'000

£'000

£'000

 

4.55 pence per qualifying ordinary share (30 June 2007: 4.55

  pence, 31 December 2007: 9.30 pence)

6,365

6,445

13,009

 

              

              

              


7.    Investment in associates


On 4 January 2008 the Group acquired a 25 per cent stake in a natural stone quarrying business. The results, assets and liabilities are incorporated in these Condensed Consolidated Half-yearly Financial Statements using the equity method of accounting. The investment is carried in the balance sheet at cost as adjusted by post-acquisition changes in the Group's share of net assets of the associate.


      8.    Assets held for sale


During the year ended 31 December 2007 the Board resolved to dispose of certain properties and at the year end negotiations with several interested parties were in progress. These properties were all sold in the half year ended 30 June 2008 but at 31 December 2007 were classified as assets held for sale and presented separately in the balance sheet. The proceeds of disposal were in excess of the book value of the related assets.


      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. Actuarial gains and losses on the defined benefit section of the Scheme are recognised in the period in which they occur in the Consolidated Statement of Recognised Income and Expenses.



 

June

December

 

2008

2007

2007

 

£'000

£'000

£'000

Present value of funded obligations

(185,738)

(197,211)

(194,782)

Fair value of Scheme assets

172,551

169,048

176,987

 

             

             

             

Recognised liability for defined benefit obligations

  (see below)

(13,187)

(28,163)

(17,795)

 

              

              

              

 

Experience adjustments on Scheme liabilities

11,212

14,194

17,749

Experience adjustments on Scheme assets

(9,869)

(1,399)

33

 

             

             

             

Actuarial gains recognised in the Consolidated

  Statement of Recognised Income and Expenses

1,343

12,795

17,782

 

              

              

              


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


 

June

December

 

2008

2007

2007

 

£'000

£'000

£'000

 

 

 

 

Net liability for defined benefit obligations at beginning of the

  period

(17,795)

(41,945)

(41,945)

Contributions received

3,300

1,162

4,900

(Loss) / gain recognised in the Consolidated Income Statement

(35)

(175)

1,468

Actuarial gains recognised in the Consolidated

  Statement of Recognised Income and Expenses

1,343

12,795

17,782

 

             

             

             

Net liability for defined benefit obligations at the

  period end

(13,187)

(28,163)

(17,795)


              

              

              


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


 

June

December

 

2008

2007

2007

 

 

 

 

Discount rate (AA corporate bond rate)

6.7%

5.8%

5.8%

Expected return on Scheme assets

6.3%

6.4%

6.3%

Future salary increases

N/A

N/A

N/A

Future pension increases

3.8%

3.1%

3.0%

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

 

 

 

    Male:

20.1

18.6

19.3

    Female:

22.9

21.6

21.9


10.    Capital and reserves


 

Share capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Current half-yearly period

 

 

 

 

 

 

 

At 1 January 2008

35,777

2,734

(8,866)

75,394

(213,067)

(3)

308,672

Purchase of own shares

-

-

(606)

-

-

-

-

Share based expenses

-

-

-

-

-

-

(994)

Profit for the financial

  period  attributable to

  equity   shareholders of

  the  parent

-

-

-

-

-

-

16,432

Dividends to

 shareholders

-

-

-

-

-

-

(13,009)

Actuarial gain on defined

  benefit pension scheme

-

-

-

-

-

-

1,343

Increase in fair value of

  hedging derivatives

-

-

-

-

-

13

-

Deferred taxation arising

-

-

-

-

-

(4)

(375)

 

             

              

            

              

             

             

              

Total movements in the

  period

-

-

(606)

-

-

9

3,397

 

             

              

            

              

             

             

              

At 30 June 2008

35,777

2,734

(9,472)

75,394

(213,067)

6

312,069

 

             

              

            

              

        

             

              


 

 

 

 

 

 

 

 

 

 
 
Share capital
Share
premium
account
Own
shares
Capital
redemption
reserve
Consolid-
ation
reserve
Hedging
reserve
Retained
earnings
 
 
£’000
£’000
£’000
£’000
£’000
£’000
£’000
Prior half-yearly period
 
 
 
 
 
 
 
At 1 January 2007
35,777
2,732
(453)
73,298
(213,067)
(6)
286,261
Purchase of own shares
-
-
(1,827)
-
-
-
-
Share based expenses
-
-
-
-
-
-
456
Shares issued
-
2
-
-
-
-
-
Profit for the financial period
   attributable to equity
   shareholders of the
   parent
-
-
-
-
-
-
19,705
Dividends to shareholders
-
-
-
-
-
-
(12,653)
Actuarial gain on defined
   benefit pension scheme
-
-
-
-
-
-
12,795
Increase in fair value of
   hedging derivatives
-
-
-
-
-
2
-
Deferred taxation arising
 
 
 
 
 
-
(3,582)
 
             
              
            
              
               
             
             
Total movements in the
 period
-
2
(1,827)
-
-
2
16,721
 
             
              
            
              
               
             
              
At 30 June 2007
35,777
2,734
(2,280)
73,298
213,067
(4)
302,982
 
             
              
            
              
              
             
             



 


Share capital

Share

premium

account

Own

shares

Capital

redemption

reserve

Consolid-

ation

reserve

Hedging

reserve

Retained

earnings

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Prior year

 

 

 

 

 

 

 

At 1 January 2007

35,777

2,732

(453)

73,298

(213,067)

(6)

286,261

Purchase of own shares

-

-

(8,413)

-

-

-

-

Share based expenses

-

-

-

-

-

-

744

Shares issued

-

2

-

-

-

-

-

Redemption of B shares

-

-

-

2,096

-

-

(2,096)

Profit for the financial

  period attributable to

  equity   shareholders of

  the parent

-

-

-

-

-

-

30,251

Dividends to shareholders

-

-

-

-

-

-

(19,098)

Actuarial gain on defined

  benefit pension scheme

-

-

-

-

-

-

17,782

Increase in fair value of

  hedging derivatives

-

-

-

-

-

3

-

Deferred taxation arising

-

-

-

-

-

-

(5,172)

 

             

              

            

              

             

             

              

Total movements in the

  period

-

2

(8,413)

2,096

-

3

22,411

 

             

              

            

              

             

             

              

At 31 December 2007

35,777

2,734

(8,866)

75,394

(213,067)

(3)

308,672

 

             

              

            

              

        

             

              


11.
    Notes to the cash flow statement



 Half year

 ended June

Year ended

December


2008

£'000

2007

£'000


2007

£'000

Cash flows from operating activities

 

 

 

 

Profit before tax

22,698

27,387

 

42,103

 

 

 

 

 

Adjustments for:

Depreciation

11,054

10,180

 

21,059

Amortisation

291

 

240

 

661

Negative goodwill

-

 

(700)

 

(700)

Gain on sale of property, plant & equipment

(2,171)

 

(1,846)

 

(2,856)

Equity settled share based expenses

(994)

 

456

 

744

Financial income and expenses (net)

4,086

 

3,110

 

6,707

 

        

 

         

 

         

Operating cashflow before changes in working capital,

  provisions and pension scheme contributions

34,964

 

38,827


67,718

Increase in trade and other receivables

(22,922)

 

(31,091)

 

(7,403)

Increase in inventories

(5,096)

 

(5,633)

 

(13,815)

Increase in trade and other payables

6,568

 

13,003

 

2,723

Decrease in employee benefits

-

 

-

 

(1,099)

Pension scheme contributions

(3,300)

 

(1,100)

 

(4,400)

 

        

 

         

 

         

Cash generated from the operations

10,214

 

14,006

 

43,724

Financial expenses paid

(4,714)

 

(3,116)

 

(6,729)

Non equity dividends paid

-

 

(42)

 

(42)

Income tax paid

(2,768)

 

(3,725)

 

(9,287)

 

        

 

         

 

        

Net cash flow from operating activities

2,732

 

7,123

 

27,666

 

            

 

            

 

            


Cash flows from investing activities

 

 

 

Proceeds from sale of property, plant and equipment

11,131

1,538

2,960

Financial income received

116

6

14

Acquisition of associates / subsidiaries

(1,497)

(11,539)

(12,604)

Bank overdraft acquired with subsidiaries

-

(240)

(240)

Acquisition of property, plant and equipment

(12,480)

(13,605)

(30,605)

Acquisition of intangible assets

(372)

-

(1,102)

 

            

          

         

Net cash flow from investing activities

(3,102)

(23,840)

(41,577)


            

            

              



Half year

ended June

Year ended

December

 

2008

2007

2007

 

£'000

£'000

£'000

Cash flows from financing activities

 

 

 

Payments to acquire own shares

(606)

(1,827)

(8,413)

(Decrease) / increase in other debt and lease financing

(149)

350

(414)

Redemption of B shares

-

(312)

(2,408)

Increase in borrowings

11,407

10,400

17,400

Equity dividends paid

-

-

(19,098)

 

        

          

         

Net cash flow from financing activities

10,652

8,611

(12,933)


              

              

              


12.    Analysis of net debt


 

1 January

2008 

Cash flow

 

30 June

2008

 

£'000

£'000

£'000

 

Cash at bank and in hand

19

(14)

5

Overdrafts

(27,840)

10,296

(17,544)

 

              

              

              

 

(27,821)

10,282

(17,539)

Debt due within one year

(7,000)

(11,407)

(18,407)

Debt due after one year

(61,727)

-

(61,727)

Finance leases

(378)

149

(229)

 

              

              

              

 


(96,926)


(976)

(97,902)


              

              

              


13.    Borrowing facilities


The total bank borrowing facilities at 30 June 2008 amounted to £156.7 million of which £79.0 million remained unutilised.  


As at 29 August 2008 the Group has renewed and increased its bank facilities as follows:


 

£'000

 

Committed

141,700

Uncommitted (of which £20m is a seasonal working capital facility available

  from 1 February to 31 August)

45,000

 

 

              

 

186,700

 

              


  In addition to the bank facilities the Group has a £20.0 million Debenture and finance leases which, at 30 June 2008, amounted to

  £0.2 million.


14.  Post balance sheet events


On 3 July 2008 the Group announced the proposed closure of its concrete manufacturing operations at Cannock and Sawley, although Sawley will be retained as a regional distribution centre. These proposed changes should enable the Group to realise productivity gains from its investments in automation over recent years, reduce its fixed cost base, reduce stock volumes and release cash. These changes are likely to involve a charge of around £8.0 million, including asset write downs of approximately £4.5 million. The cash cost is estimated to be approximately £3.5 million with an expected payback of less than one year.


15.  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 20 to 22 of the 2007 Annual Report and have not changed.


Responsibility Statement


We confirm that to the best of our 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 2008 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 2008 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 Board of Directors that served during the half year ended 30 June 2008 and their respective responsibilities remain unchanged from the details that can be found on pages 35 and 38 of the 2007 Annual Report.




By order of the Board

Cathy Baxandall

Company Secretary

29 August 2008


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 


Independent review report by KPMG Audit Plc to Marshalls plc


Introduction


We have been engaged by the Company to review the condensed set of Financial Statements in the Half-yearly Report for the six months ended 30 June 2008 which comprises the Condensed Consolidated Half-yearly Income Statement, the Condensed Consolidated Half-yearly Balance Sheet, the Condensed Consolidated Half-yearly Cash Flow Statement, the Condensed Consolidated Half-yearly Statement of Recognised Income and Expenses and the related explanatory notes. We have read the other information contained in the Half-yearly 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 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 Report, including the condensed Financial Information contained therein, is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Half-yearly Report, and the condensed Financial Information contained therein, 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 Consolidated Half-yearly Financial Statements have 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 Consolidated Half-yearly Financial Statements based on our review.


Scope of review


We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditors 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 Statements 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 Information contained in the Half-yearly Report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.


KPMG Audit Plc


Chartered Accountants

Leeds
29 August 2008






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