14 August 2018
Polypipe Group plc
Interim results for the six months ended 30 June 2018
Resilient first half performance, on track for full year
Polypipe Group plc ("Polypipe", the "Company" or the "Group"), a leading manufacturer of plastic piping and ventilation systems for the residential, commercial, civils and infrastructure sectors, today announces its unaudited interim results for the six months ended 30 June 2018.
Results for the six-month period are in line with expectations and the management remains confident of delivering its full year expectations.
Financial Results - continuing operations
|
H1 |
H1 |
Change |
|
2018 |
2017 restated |
|
Revenue |
£210.2m |
£210.0m |
+0.1% |
Underlying operating profit1 |
£36.3m |
£37.9m |
-4.2% |
Underlying operating margin1 |
17.3% |
18.0% |
-70bps |
Underlying profit before tax1 |
£32.9m |
£34.5m |
-4.6% |
Operating profit |
£33.5m |
£33.9m |
-1.2% |
Profit before tax |
£30.1m |
£30.5m |
-1.3% |
Earnings per share (basic) |
12.4p |
12.3p |
+0.8% |
Underlying earnings per share (basic)1 |
13.5p |
14.1p |
-4.3% |
Cash generated from operations |
£22.3m |
£21.1m |
+5.7% |
Leverage (times EBITDA2) |
1.7 |
2.0 |
0.3 |
Dividend per share |
3.7p |
3.6p |
+2.8% |
On 29 March 2018, the Group completed the sale of Polypipe France Holding SAS (Polypipe France), its French operations, to Ryb S.A., a France-based manufacturer and distributor of plastics in Europe, for €16.5 million on a cash-free, debt-free, normalised working capital basis. Accordingly, the results for Polypipe France have been treated as discontinued. Comparatives for 2017 have been restated where necessary to reflect this treatment.
Financial Highlights
· UK revenue 0.9% ahead. Growth excluding the £8m estimated impact of adverse weather in February and March approximately 5%
· Basic earnings per share from continuing operations up 0.8% at 12.4 pence
· Cash generated from operations 5.7% higher at £22.3m
· Net debt of £145.8m at 30 June 2018 is 1.7 times LTM EBITDA2 compared to 2.0 times in the prior year, and on track to meet management expectations for the year
· Interim dividend increased 2.8% to 3.7 pence per share
Operational Highlights
· UK Residential Systems achieved good organic growth of 5.9%
· Commercial and Infrastructure Systems revenue down 6.6%. Impacted by previously disclosed project delays in road and other commercial projects affecting short-term performance
· Successfully completed disposal of low-margin French business for €16.5m on cash-free, debt-free, normalised working capital basis
· Good progress on innovative manufacturing and sustainability with increased use of recycled material
· The new £5.0m large diameter continuous corrugator at our Horncastle plant is performing well with revenue generation in line with plan
· Dubai factory exit and alternative manufacturing strategy going to plan - first product manufactured by a sub-contracted partner using Polypipe tooling delivered in July
Outlook
· UK market outlook for the second half remains mixed
· Fundamentals in Residential Systems segment continue to be strong, driven by the new housebuild sector, UK RMI likely to remain challenging
· Signs of improvement in our Commercial and Infrastructure Systems segment towards the end of the period and start of H2 with road programmes beginning to increase in activity. Commercial activity improving as the impact of Carillion-related delays reduces and improved project awards in 2017 work through
· Trading has started well in the second half, and the Board is confident that the Group will deliver results in line with management expectations for the year ending 31 December 2018
Martin Payne, Chief Executive Officer, said:
"Against a backdrop of mixed market conditions and adverse weather the Group has performed well in the first half. With the Group's balanced business model, underpinned by the long-term growth drivers of legacy material substitution and continuing legislative tailwinds in water management and climate change, I am confident the Group will make good progress in the second half of the year."
1 Underlying profit and earnings measures are from continuing operations and exclude certain non-underlying items and where relevant, the tax effect of these items. The Directors consider that these measures provide a better and more consistent indication of the Group's underlying financial performance and more meaningful comparison with prior and future periods to assess trends in our financial performance.
2 LTM EBITDA is defined as underlying operating profit before depreciation and includes operating profit before depreciation from discontinued operations.
For further information please contact:
Polypipe Martin Payne, Chief Executive Officer Paul James, Chief Financial Officer
|
+44 (0) 1709 770 000 |
Brunswick Nina Coad Nick Beswick |
+44 (0) 20 7404 5959 |
A copy of this report will be available on our website www.polypipe.com today from 0700hrs (BST).
An analyst and investor presentation will be held today at Brunswick's offices, 16 Lincolns Inn Fields, London, WC2A 3ED at 0900 hrs (BST) with registration from 0830 hrs.
For those unable to attend, a live conference call will be available at 0900 hrs (BST).
UK Freephone Dial-in Number 0800 376 7922
Standard International Dial-In number +44 (0) 2071 928000
Conference ID 8196395
Access to the slide presentation during this live event is available at this link.
Notes to Editors:
Polypipe is the largest manufacturer in the UK, and among the ten largest manufacturers in Europe, of plastic piping systems for the residential, commercial, civils and infrastructure sectors by revenue. It is also a leading designer and manufacturer of energy efficient ventilation systems in the UK.
The Group operates from 17 facilities in total, and with over 20,000 product lines, manufactures the UK's widest range of plastic piping systems for heating, plumbing, drainage and ventilation. The Group primarily targets the UK and European building and construction markets with a presence in Italy and the Middle East and sales to specific niches in the rest of the world.
Group Results
The Group delivered a resilient trading performance for the first half of the year in challenging market conditions.
On 31 January 2018, the Group announced that it had entered into advanced negotiations to sell Polypipe France Holding SAS (Polypipe France). The sale completed on 29 March 2018 and accordingly the results for Polypipe France have been treated as discontinued in this report. Comparatives for 2017 have been restated where necessary to reflect this treatment. Polypipe France generated revenue of £16.7m in the three-month period prior to sale (2017: £32.0m for the six months ended 30 June) and operating profit of £0.3m (2017: £1.0m for the six months ended 30 June).
Revenue from continuing operations for the six months ended 30 June 2018 was 0.1% higher than the prior year at £210.2m (2017: £210.0m). UK revenue was some 0.9% ahead and growth excluding the estimated £8m impact of adverse weather in the period was some 5% ahead. The performance is a result of our continued focus on strategic initiatives, exploiting our growth pillars of legacy material substitution and legislative tailwinds in water and climate management and providing a "one stop shop" for customers in the UK.
Underlying operating profit was 4.2% lower than the prior year at £36.3m (2017: £37.9m). This represents an operating margin of 17.3% (2017: 18.0%), which held up well despite the dilutive effect of price increases and mixed market conditions.
Finance costs of £3.4m (2017: £3.4m) were in line with the prior year due to reduced levels of net debt offsetting an increase in LIBOR.
Non-underlying operating costs of £2.8m were incurred and relate to amortisation of intangible assets arising from the Nuaire acquisition. The prior year charge of £4.0m included £1.2m of gross restructuring costs relating to the temporary cessation of manufacturing in our Middle East production facility.
The total tax charge for the period was £5.5m (2017: £6.1m). The underlying tax charge of £6.0m (2017: £6.6m) represents an effective underlying tax rate of 18.2% (2017: 19.1%). This compares with the underlying tax rate for the full year 2017 of 18.0%. The reduction from 19.1% to 18.2% is being driven by the reduction in the blended UK standard rate of income tax from 19.25% to 19% together with increasing patent box benefits.
Underlying profit after tax was 3.6% lower at £26.9m (2017: £27.9m), with underlying basic earnings per share 4.3% lower at 13.5 pence (2017: 14.1 pence).
Including non-underlying items, profit after tax from continuing operations was 0.8% higher at £24.6m (2017: £24.4m). Underlying basic earnings per share was down 4.3% at 13.5 pence (2017: 14.1 pence).
Business Review
Revenue |
H1 2018
|
|
H1 2017 restated |
Change |
£m |
|
£m |
% |
|
|
|
|
|
|
Residential Systems |
119.0 |
|
112.4 |
5.9 |
Commercial and Infrastructure Systems |
91.2 |
|
97.6 |
(6.6) |
|
|
|
|
|
Revenue |
210.2 |
|
210.0 |
0.1 |
|
|
|
|
|
Underlying operating profit |
H1 2018
|
|
H1 2017 restated |
Change |
£m |
|
£m |
% |
|
|
|
|
|
|
Residential Systems |
23.8 |
|
22.9 |
3.9 |
Commercial and Infrastructure Systems |
12.5 |
|
15.0 |
(16.7) |
|
|
|
|
|
Underlying operating profit |
36.3 |
|
37.9 |
(4.2) |
Underlying operating margin |
17.3% |
|
18.0% |
|
Operational Review
Continued progress has been made in the first six months of the year in our strategic initiatives, exploiting our growth pillars of legacy material substitution and legislative tailwinds in water and climate management, providing a "one stop shop" for customers in the UK and leveraging our intellectual property and skills across a wider geography.
The disposal of our French business for €16.5m on a cash and debt free basis, was announced on 31 January 2018, was successfully completed on 29 March 2018. Completion of this transaction is a significant step forward in implementing our strategy, and represents excellent value for shareholders, allowing the Group to concentrate on our higher margin product groups in plumbing, drainage and ventilation, in both our UK and overseas markets.
The closure of our Dubai manufacturing facility, announced at the time of our 2017 results, is proceeding according to plan. The relocation of the two Polystorm manufacturing cells back to our Horncastle plant has been completed on time and to budget, and both cells are now operating at full capacity. Encouragingly, our alternative more flexible manufacturing approach is gathering pace, with the first product manufactured by a sub-contracted partner using Polypipe tooling to be despatched in July.
Group revenue for the period was 0.1% higher than prior year. Revenue from our UK markets, which account for 89% of revenue, were 0.9% higher than prior year, driven by continued strong growth in new housebuilding offset by tough commercial, infrastructure and Repair, Maintenance and Improvement (RMI) markets, with export revenue 5.8% lower than prior year, driven by continued difficult conditions in the Middle East.
Whilst sterling has remained reasonably stable in the first half of the year, higher oil prices and tight supply in some polymer markets have driven polymer prices higher through the second half of last year and into the current year. Operating margin was slightly behind last year as a selling price increase of approximately 2.7%, successfully implemented in February 2018, was offset by input cost inflation, particularly in respect of transport costs.
Residential Systems
Revenue in our Residential Systems segment, of which 97% is derived from the UK market, was 5.9% higher than the prior period at £119.0m (2017: £112.4m) and was impacted by previously documented adverse weather conditions in February and March. Revenue in the last two months of the period was 7.8% higher than the corresponding two months of 2017.
Demand remains robust from the new housebuild sector, with most housebuilders reporting volume growth over the recent period. RMI markets continue to be difficult, with economic and political uncertainty affecting consumer confidence resulting in private RMI broadly flat, together with constraints on public spending and the diversion of budgets towards fire safety and cladding refurbishment leading to a contraction in public RMI in the period.
We continue to launch new innovative products to maintain our UK market-leading position in this sector. In our Building Products business, we extended our use of our multi-layer extrusion process to our waste offer, launching our new multi-layer waste pipe and enhanced fittings range, incorporating exclusive market-leading BioCote™ antimicrobial technology. This makes Polypipe waste systems the only range on the market to incorporate antimicrobial technology, reducing odours and blockages through combating the build-up of bio-film. This multi-layer approach is part of our commitment to sustainability of supply through the increased use of recycled material and helps reduce our impact on the environment.
Residential Systems delivered an underlying operating profit of £23.8m (2017: £22.9m), 3.9% higher than last year and representing a 20.0% margin (2017: 20.4%). The progressive implementation of selling price increases and cost reduction measures to mitigate material cost and other inflation resulted in margins being marginally lower than prior year.
Commercial and Infrastructure Systems
Revenue in our Commercial and Infrastructure Systems segment, approximately 81% of which was generated in the UK market, was 6.6% lower than prior year at £91.2m (2017: £97.6m). UK revenue was 6.4% down, reflecting a continuation of softer UK commercial and infrastructure markets and adverse weather. Overseas revenue was down 8.5%, reflecting continued softness in our Middle East markets.
In the UK commercial sector, there is approximately a twelve to eighteen month lag between project award and Polypipe supplying the product. The post-EU referendum downturn in project awards seen in the second half of 2016 into early 2017 has created tough market conditions through the second half of 2017 into 2018 for the Group, together with some of the project delays associated with Carillion. There are some encouraging signs that the pick-up in project awards in 2017 is beginning to feed through to demand in this sector. In the UK infrastructure sector, the roads programme remained difficult. A timing gap between large projects has constrained performance, but towards the end of the period deliveries for the A14 road project improved, and momentum is building in other road projects.
The new £5.0m large diameter continuous corrugator at our Horncastle plant is performing extremely well and revenue generation is in line with plan, with excellent customer feedback on the 750mm and 900mm products driving good project specifications.
The Commercial and Infrastructure Systems segment delivered an underlying operating profit of £12.5m (2017: £15.0m) in the period, representing a 13.7% margin (2017: 15.4%), with the operational drop through on lower volumes driving this reduction.
Board and Management Changes
As previously announced, on 5 March 2018, Paul James joined the Board as Chief Financial Officer. Paul has settled into the role extremely well, contributing positively to the business from early on. In a final step to ensure the appropriate balance of skills on the Board, Louise Hardy was appointed as a Non-executive Director of the Company on 25 June 2018. Louise brings over 25 years' construction industry experience to the Board, most notably as Infrastructure Director within CLM, the consortium delivery partner for the Olympic Delivery Authority for the London 2012 Olympics.
Outlook
The UK market outlook for the second half remains mixed with fundamentals in the Residential Systems segment remaining strong, driven by the new housebuild sector, but UK RMI is likely to remain challenging. After good performance by the Group in a tough first half, there are signs of improvement in our Commercial and Infrastructure Systems segment, with road programmes beginning to increase in activity. The impact of Carillion-related delays has reduced, and improved project awards in 2017 are working through.
Trading has started well in the second half, and the Board is confident that the Group will deliver full year results in line with management expectations.
Financial Review
Finance Costs
Net underlying finance costs for the six months ended 30 June 2018 of £3.4m were in line with the prior year with lower net debt offsetting higher interest rates. Interest is payable on the Group's revolving credit facility at LIBOR plus an interest rate margin ranging from 1.25% to 2.75% depending on leverage. The interest rate margin at 30 June 2018 was 1.75% (2017: 1.75%).
In order to reduce exposure to future increases in interest rates the Group has entered into interest rate swaps at fixed rates ranging between 1.735% and 2.21% (excluding margin) with notional amounts hedged ranging from £72.2m to £91.7m over the remaining period of the interest rate swaps. Details of these swaps are set out in Note 11 to this condensed set of consolidated financial statements.
Taxation
The Group's tax charge for the six months ended 30 June 2018 was £5.5m (2017: £6.1m). The underlying tax rate (underlying tax: underlying profit) has been provided at the estimated full year rate of 18.2% (2017 full year: 18.0%). The impact of our mainland European operations on the Group's effective tax rate is not material.
Dividend
The Board has declared an interim dividend of 3.7 pence per share, a 2.8% increase on the 2017 interim dividend. This dividend will be paid on 21 September 2018 to shareholders on the register at the close of business on 31 August 2018.
Our dividend policy is to pay a minimum of 40% of the Group's annual underlying profit after tax. The Directors intend that the Group will pay the total annual dividend in two tranches, an interim dividend and a final dividend, to be announced at the time of announcement of the interim and preliminary results respectively with the interim dividend being approximately one half of the prior year's final dividend.
Cash Flow and Net Debt
Cash generated from operations during the period amounted to £22.3m (2017: £21.1m). This result includes a working capital outflow of £21.0m (2017: £26.1m). A significant first half working capital outflow is a normal feature of the Group's annual working capital cycle and arises primarily as a result of the timing of rebate settlements. The working capital outflow for the current period is less than the same period last year as stock levels are broadly flat in the current period, compared to an increase of £6.0m in the prior period reflecting stock level normalisation following strong pre-price increase demand in December 2016.
Capital expenditure of £10.9m (2017: £11.3m) was £3.0m higher than depreciation and in line with management expectations.
Net debt (including unamortised debt issue costs) at 30 June 2018 was £145.8m (30 June 2017: £178.0m) and is after the payment of the final dividend of £14.9m (2017: £13.9m), £13.8m receipt from the disposal of France, and the working capital outflow and capital expenditure noted above. Leverage at 1.7 times LTM EBITDA compares to 2.0 times LTM EBITDA at 30 June 2017. The Group's working capital cycle means cash generation is significantly stronger in the second half of the year such that leverage will reduce in line with management expectations for the year.
Going Concern
The Group continues to meet its day-to-day working capital and other funding requirements through a combination of long-term funding and cash deposits. The Group's bank financing facilities consist of a £290.0m revolving credit facility of which £105.0m was undrawn at 30 June 2018. Cash balances of a further £38.5m as at 30 June 2018 give total facility headroom of £143.5m.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future and for a period of at least twelve months from the date of this report. Accordingly, the Board continues to adopt and consider appropriate the going concern basis in preparing this condensed set of consolidated financial statements.
Principal Risks and Uncertainties
The Board continually assesses and monitors the key risks of the business and Polypipe has developed a risk management framework to identify, report, and manage its principal risks and uncertainties. The principal risks and uncertainties that could have a material impact on the Group's performance and prospects, and the mitigating activities which are aimed at reducing the impact or likelihood of a major risk materialising, have not changed from those which are set out in detail in the principal risks and uncertainties section of our 2017 Annual Report and Accounts.
These principal risks and uncertainties cover raw material prices; business disruption; reliance on key customers; recruitment and retention of key personnel; economic conditions; Government action and policies; Government regulations and standards relating to the manufacture and use of building materials; product liability; information systems; acquisitions; financial risk management (foreign currency exchange risk, credit risk, liquidity risk and interest rate cash flow risk) and the EU Referendum and UK departure from the EU.
A copy of the 2017 Annual Report and Accounts is available on the Company's website www.polypipe.com.
Forward-Looking Statements
This report contains various forward-looking statements that reflect management's current views with respect to future events and financial and operational performance. These forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other factors, which may be beyond the Group's control and which may cause actual results or performance to differ materially from those expressed or implied from such forward-looking statements. All statements (including forward-looking statements) contained herein are made and reflect knowledge and information available as of the date of preparation of this report and the Group disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements due to the inherent uncertainty therein. Nothing in this report should be construed as a profit forecast.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
· The condensed set of consolidated financial statements has been prepared in accordance with International Accounting Standard (IAS) 34, Interim Financial Reporting, as adopted by the European Union; and
· The Interim Management Report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of consolidated financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
(b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year 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 and Accounts that could do so.
This report was approved by the Board of Directors on 14 August 2018 and is available on the Company's website www.polypipe.com.
The Directors of the Company are:
Ron Marsh Chairman
Martin Payne Chief Executive Officer
Glen Sabin Chief Operating Officer
Paul James Chief Financial Officer (appointed 5 March 2018)
Paul Dean Non-executive Director and Senior Independent Director
Mark Hammond Non-executive Director
Louise Hardy Non-executive Director (appointed 25 June 2018)
Moni Mannings Non-executive Director
By order of the Board:
M K Payne P A James
Chief Executive Officer Chief Financial Officer
INTERIM GROUP INCOME STATEMENT
for the six months ended 30 June 2018 (unaudited)
|
Notes |
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017* |
||||
Continuing operations |
|
Underlying £m |
Non-underlying† £m |
Total £m |
|
Underlying £m |
Non-underlying† £m |
Total £m |
Revenue |
3 |
210.2 |
- |
210.2 |
|
210.0 |
- |
210.0 |
Cost of sales |
|
(121.4) |
- |
(121.4) |
|
(119.1) |
(1.2) |
(120.3) |
Gross profit |
|
88.8 |
- |
88.8 |
|
90.9 |
(1.2) |
89.7 |
Selling and distribution costs |
|
(34.3) |
- |
(34.3) |
|
(33.2) |
- |
(33.2) |
Administration expenses |
|
(18.2) |
- |
(18.2) |
|
(19.8) |
- |
(19.8) |
Trading profit |
|
36.3 |
- |
36.3 |
|
37.9 |
(1.2) |
36.7 |
Amortisation of intangible assets |
|
- |
(2.8) |
(2.8) |
|
- |
(2.8) |
(2.8) |
Operating profit |
3 |
36.3 |
(2.8) |
33.5 |
|
37.9 |
(4.0) |
33.9 |
Finance costs |
5 |
(3.4) |
- |
(3.4) |
|
(3.4) |
- |
(3.4) |
Profit before tax |
|
32.9 |
(2.8) |
30.1 |
|
34.5 |
(4.0) |
30.5 |
Income tax |
6 |
(6.0) |
0.5 |
(5.5) |
|
(6.6) |
0.5 |
(6.1) |
Profit from continuing operations |
|
26.9 |
(2.3) |
24.6 |
|
27.9 |
(3.5) |
24.4 |
Profit from discontinued operations |
9 |
- |
0.3 |
0.3 |
|
- |
0.7 |
0.7 |
Profit for the period attributable to the owners of the parent company |
|
26.9 |
(2.0) |
24.9 |
|
27.9 |
(2.8) |
25.1 |
|
|
|
|
|
|
|
|
|
Basic earnings per share (pence) |
|
|
|
|
|
|
||
From continuing operations |
7 |
|
|
12.4 |
|
|
|
12.3 |
From discontinued operations |
7 |
|
|
0.1 |
|
|
|
0.4 |
|
|
|
|
12.5 |
|
|
|
12.7 |
Diluted earnings per share (pence) |
|
|
|
|
|
|
||
From continuing operations |
7 |
|
|
12.3 |
|
|
|
12.2 |
From discontinued operations |
7 |
|
|
0.1 |
|
|
|
0.3 |
|
|
|
|
12.4 |
|
|
|
12.5 |
|
|
|
|
|
|
|
|
|
Dividend per share (pence) - interim |
8 |
|
|
3.7 |
|
|
|
3.6 |
* The prior year comparatives have been restated where required to reflect adjustments in respect of discontinued operations.
† Non-underlying items are presented separately. Non-underlying items are detailed in Note 4 to the condensed set of consolidated financial statements.
INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2018 (unaudited)
|
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
|
|
£m |
|
£m |
Profit for the period attributable to the owners of the parent company |
|
24.9 |
|
25.1 |
Other comprehensive income: |
|
|
|
|
Items which will be reclassified subsequently to the income statement: |
|
|
|
|
Exchange differences on translation of foreign operations |
|
(0.1) |
|
0.3 |
Recycling of foreign exchange differences to the income statement |
|
(0.3) |
|
- |
Effective portion of changes in fair value of interest rate swaps |
|
0.9 |
|
0.9 |
Tax relating to items which will be reclassified subsequently to the income statement |
|
(0.2) |
|
(0.1) |
Other comprehensive income for the period net of tax |
|
0.3 |
|
1.1 |
Total comprehensive income for the period attributable to the owners of the parent company |
|
25.2 |
|
26.2 |
Attributable to the owners of the parent company from: |
|
|
|
|
Continuing operations |
|
25.3 |
|
25.5 |
Discontinued operations |
|
(0.1) |
|
0.7 |
|
|
25.2 |
|
26.2 |
INTERIM GROUP BALANCE SHEET
at 30 June 2018 (unaudited)
|
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
|
£m |
|
£m |
|
£m |
Non-current assets |
|
|
|
|
|
|
Property, plant and equipment |
|
101.3 |
|
104.2 |
|
98.6 |
Intangible assets |
|
353.7 |
|
368.8 |
|
356.5 |
Total non-current assets |
|
455.0 |
|
473.0 |
|
455.1 |
|
|
|
|
|
|
|
Current assets Assets classified as held-for-sale |
|
0.7 |
|
0.7 |
|
24.0 |
Inventories |
|
52.7 |
|
58.3 |
|
53.5 |
Trade and other receivables |
|
44.2 |
|
59.2 |
|
34.5 |
Cash and cash equivalents |
|
38.5 |
|
29.0 |
|
35.7 |
Total current assets |
|
136.1 |
|
147.2 |
|
147.7 |
Total assets |
|
591.1 |
|
620.2 |
|
602.8 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Liabilities associated with assets classified as held-for-sale |
|
- |
|
- |
|
(10.9) |
Trade and other payables |
|
(76.7) |
|
(93.1) |
|
(87.6) |
Provisions |
|
(1.0) |
|
- |
|
(2.2) |
Derivative financial instruments |
|
(1.7) |
|
(3.3) |
|
(2.5) |
Income tax payable |
|
(7.0) |
|
(7.2) |
|
(5.6) |
Total current liabilities |
|
(86.4) |
|
(103.6) |
|
(108.8) |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
Loans and borrowings |
|
(184.3) |
|
(207.0) |
|
(184.1) |
Other liabilities |
|
(0.8) |
|
(2.1) |
|
(0.9) |
Deferred income tax liabilities |
|
(6.5) |
|
(6.9) |
|
(7.0) |
Total non-current liabilities |
|
(191.6) |
|
(216.0) |
|
(192.0) |
Total liabilities |
|
(278.0) |
|
(319.6) |
|
(300.8) |
Net assets |
|
313.1 |
|
300.6 |
|
302.0 |
Capital and reserves |
|
|
|
|
|
|
Equity share capital |
|
0.2 |
|
0.2 |
|
0.2 |
Capital redemption reserve |
|
1.1 |
|
1.1 |
|
1.1 |
Own shares |
|
(3.8) |
|
(4.6) |
|
(4.3) |
Hedging reserve |
|
(1.4) |
|
(2.7) |
|
(2.1) |
Foreign currency retranslation reserve |
|
0.3 |
|
0.7 |
|
0.7 |
Retained earnings |
|
316.7 |
|
305.9 |
|
306.4 |
Total equity |
|
313.1 |
|
300.6 |
|
302.0 |
INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2018 (unaudited)
|
Equity share capital |
Capital redemption reserve |
Own shares |
Hedging reserve |
Foreign currency retranslation reserve |
Retained earnings |
Total equity |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Six months ended 30 June 2018 |
|
|
|
|
|
|
|
Opening balance |
0.2 |
1.1 |
(4.3) |
(2.1) |
0.7 |
306.4 |
302.0 |
Profit for the period |
- |
- |
- |
- |
- |
24.9 |
24.9 |
Other comprehensive income |
- |
- |
- |
0.7 |
(0.4) |
- |
0.3 |
Total comprehensive income for the period |
- |
- |
- |
0.7 |
(0.4) |
24.9 |
25.2 |
Dividends paid |
- |
- |
- |
- |
- |
(14.9) |
(14.9) |
Share-based payments charge |
- |
- |
- |
- |
- |
0.5 |
0.5 |
Share-based payments settled |
- |
- |
0.5 |
- |
- |
(0.2) |
0.3 |
Closing balance |
0.2 |
1.1 |
(3.8) |
(1.4) |
0.3 |
316.7 |
313.1 |
|
|
|
|
|
|
|
|
Six months ended 30 June 2017 |
|
|
|
|
|
|
|
Opening balance |
0.2 |
1.1 |
(4.6) |
(3.5) |
0.4 |
293.8 |
287.4 |
Profit for the period |
- |
- |
- |
- |
- |
25.1 |
25.1 |
Other comprehensive income |
- |
- |
- |
0.8 |
0.3 |
- |
1.1 |
Total comprehensive income for the period |
- |
- |
- |
0.8 |
0.3 |
25.1 |
26.2 |
Dividends paid |
- |
- |
- |
- |
- |
(13.9) |
(13.9) |
Share-based payments |
- |
- |
- |
- |
- |
0.9 |
0.9 |
Closing balance |
0.2 |
1.1 |
(4.6) |
(2.7) |
0.7 |
305.9 |
300.6 |
INTERIM GROUP CASH FLOW STATEMENT
for the six months ended 30 June 2018 (unaudited)
|
Six months ended 30 June 2018 £m |
|
Six months ended 30 June 2017* £m |
|
Year ended 31 December 2017 £m |
Operating activities |
|
|
|
|
|
Profit before tax |
30.1 |
|
30.5 |
|
55.6 |
Finance costs |
3.4 |
|
3.4 |
|
6.9 |
Operating profit |
33.5 |
|
33.9 |
|
62.5 |
Profit before tax from discontinued operations |
0.3 |
|
1.0 |
|
1.4 |
Non-cash items: |
|
|
|
|
|
Profit on disposal of property, plant and equipment |
(0.2) |
|
(0.1) |
|
(0.1) |
Non-underlying items: |
|
|
|
|
|
- amortisation of intangible assets |
2.8 |
|
2.8 |
|
5.5 |
- provision for restructuring costs |
- |
|
1.2 |
|
4.3 |
- provision for aborted acquisition costs |
- |
|
- |
|
0.3 |
Depreciation |
7.9 |
|
8.1 |
|
16.2 |
Share-based payments |
0.5 |
|
0.6 |
|
0.8 |
Cash items: |
|
|
|
|
|
- settlement of restructuring costs |
(1.3) |
|
(0.3) |
|
(0.4) |
- settlement of aborted acquisition costs |
(0.2) |
|
- |
|
(0.1) |
Operating cash flows before movement in working capital |
43.3 |
|
47.2 |
|
90.4 |
Movement in working capital: |
|
|
|
|
|
Receivables |
(14.9) |
|
(18.9) |
|
(3.2) |
Payables |
(6.2) |
|
(1.2) |
|
2.1 |
Inventories |
0.1 |
|
(6.0) |
|
(8.9) |
Cash generated from operations |
22.3 |
|
21.1 |
|
80.4 |
Income tax paid |
(4.8) |
|
(6.4) |
|
(12.6) |
Net cash flows from operating activities |
17.5 |
|
14.7 |
|
67.8 |
Investing activities |
|
|
|
|
|
Proceeds from disposal of property, plant and equipment |
0.2 |
|
0.2 |
|
0.2 |
Purchase of property, plant and equipment |
(10.9) |
|
(11.3) |
|
(23.4) |
Disposal of subsidiary undertaking net of overdraft divested |
13.8 |
|
- |
|
- |
Net cash flows from investing activities |
3.1 |
|
(11.1) |
|
(23.2) |
Financing activities |
|
|
|
|
|
Drawdown of bank loan |
- |
|
16.0 |
|
- |
Repayment of bank loan |
- |
|
- |
|
(7.0) |
Interest paid |
(3.2) |
|
(3.2) |
|
(6.6) |
Dividends paid |
(14.9) |
|
(13.9) |
|
(21.0) |
Purchase of own shares |
- |
|
- |
|
(3.2) |
Proceeds from exercise of share options |
0.3 |
|
- |
|
2.5 |
Net cash flows from financing activities |
(17.8) |
|
(1.1) |
|
(35.3) |
|
|
|
|
|
|
Net change in cash and cash equivalents |
2.8 |
|
2.5 |
|
9.3 |
Cash and cash equivalents - opening balance |
35.7 |
|
26.5 |
|
26.5 |
Net foreign exchange difference |
- |
|
- |
|
(0.1) |
Cash and cash equivalents - closing balance |
38.5 |
|
29.0 |
|
35.7 |
The net decrease in cash and cash equivalents in the period from discontinued operations included in the above was £4.2m (six months ended June 2017: £0.6m increase).
* The prior year comparatives have been restated where required to reflect adjustments in respect of discontinued operations.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 June 2018
1. Basis of preparation
Polypipe Group plc is incorporated in the UK. The condensed set of consolidated financial statements have been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and IAS 34, Interim Financial Reporting, as adopted by the European Union.
As required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the condensed set of consolidated financial statements have been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2017, except for the adoption of new standards effective as of 1 January 2018. These statements do not include all the information required for full annual consolidated financial statements and should be read in conjunction with the full Annual Report and Accounts for the year ended 31 December 2017.
The comparatives for the financial year ended 31 December 2017, where reported, 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 accounting standards and interpretations that have become effective in the current reporting period are as listed below.
International Financial Reporting Standards (IFRSs) |
Effective date |
|
IFRS 9 |
Financial Instruments |
1 January 2018 |
IFRS 15 |
Revenue from Contracts with Customers |
1 January 2018 |
IFRS 9 Financial Instruments
IFRS 9 addresses the classification, measurement and derecognition of financial assets and liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets.
With the exception of hedge accounting for forward foreign currency derivatives, which has been applied prospectively, the Group has applied IFRS 9 retrospectively, with the initial application date of 1 January 2018. There has been no impact on the comparatives for the period beginning 1 January 2017.
Cash and cash equivalents, and trade and other receivables: the new rules do not affect the classification and measurement of these financial assets which continue to be recognised at amortised cost.
Financial liabilities: there are no changes to the classification or measurement of financial liabilities under IFRS 9.
Interest rate swaps: these continue to qualify as hedges under IFRS 9.
Forward foreign currency derivatives: historically, forward foreign currency derivatives have not met the criteria for hedge accounting contained in IAS 39 and as a result changes in fair value were recognised immediately in the income statement. The Group has implemented processes such that the criteria for hedge accounting under IFRS 9 are now met and as a result forward foreign currency derivatives entered into during the current period are accounted for as cash flow hedges and the effective part of any profit or loss on the derivative is recognised directly in other comprehensive income.
The new impairment model requires the recognition of impairment provisions based on forward-looking expected credit losses (ECL) rather than backward-looking incurred losses previously applied under IAS 39. This applies to financial assets classified at amortised cost, namely cash and cash equivalents and trade and other receivables. The only financial asset that is currently impaired under IFRS 9 is trade receivables. A large proportion of trade receivables are covered by credit insurance. The adoption of the ECL requirements of IFRS 9 has resulted in an immaterial change in impairment provisions.
IFRS 15 Revenue from Contracts with Customers
IFRS 15 replaces IAS 18 which covers contracts for goods and services and IAS 11 which covers construction costs. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer.
Due to the generally short-term nature of the Group's contracts there is no impact on the timing of recognition of revenue under IFRS 15.
The Group has adopted the standard using the modified retrospective approach applied to all contracts at 1 January 2018. As IFRS 15 has not had any impact on reported results, the comparatives have not been restated.
We have considered variable consideration, specifically in relation to rebates. The Group accounts for rebates as discussed in Notes 2.7 and 3.2 to the consolidated financial statements for the year ended 31 December 2017. There has been no impact on reported variable consideration from applying the new standard.
The following listing of standards and interpretations issued are those that the Group reasonably expect to have an impact on disclosures, financial position or performance; but which have an effective date after the date of this condensed set of consolidated financial statements. The Group has not early adopted them and plans to adopt them from the effective dates adopted by the European Union.
International Financial Reporting Standards (IFRSs) |
Effective date |
|
IFRS 16 |
Leases |
1 January 2019 |
IFRS 16 Leases
Under IFRS 16 the present distinction between operating and finance leases will be removed, resulting in all leases being recognised on the balance sheet (except short-term leases and leases of low-value assets) and termed right-of-use assets. At inception, a right-of-use asset will be recognised together with an equivalent liability reflecting the discounted lease payments over the estimated term of the lease. While the overall cost of using the asset over the lease term should be the same, it is likely that the weighting of the charge between periods may differ due to the requirement to distinguish between the lease and non-lease elements of the agreement. Adoption of this standard is likely to result in an increase in gross assets and gross liabilities in the balance sheet, and operating lease costs being reclassified in the income statement to depreciation and / or interest expense. Currently, the Group does not have any finance leases but does have operating leases. The minimum lease rentals payable under non-cancellable operating leases are disclosed in Note 26 of the consolidated financial statements for the year ended 31 December 2017.
The Group has a project team working to determine the effect of IFRS 16 on its consolidated financial statements, and implement the processes and systems necessary to comply with its requirements. We have, however, completed a high-level assessment. The actual amount of gross assets and gross liabilities which we will recognise when we adopt IFRS 16 will depend on several factors including the transition option we decide to use; the incremental borrowing rates we use to discount our future lease commitments; and any significant leases which the Group enters into before the adoption date. Accordingly, beyond the information above, it is not practicable to provide a reasonable financial estimate of the effect of IFRS 16 until this detailed review has been completed.
The condensed set of consolidated financial statements are prepared on a going concern basis. This is considered appropriate given that the Company and its subsidiaries have adequate resources to continue in operational existence for the foreseeable future.
There have been no related party transactions in the period to 30 June 2018 apart from compensation of key management personnel.
Two non-statutory measures have been used in preparing the condensed set of consolidated financial statements:
· Underlying profit and earnings measures exclude certain non-underlying items which are provided in Note 4, and where relevant, the tax effect of these items. The Directors consider that these measures provide a better and more consistent indication of the Group's underlying financial performance and more meaningful comparison with prior and future periods to assess trends in our financial performance.
· LTM EBITDA is defined as underlying operating profit before depreciation for the twelve months preceding the balance sheet date.
2. Financial risks, estimates, assumptions and judgements
The preparation of the condensed set of consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from estimates.
In preparing this condensed set of consolidated 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 as at and for the year ended 31 December 2017.
3. Segment information
The Group has two reporting segments - Residential Systems and Commercial and Infrastructure Systems. The reporting segments are organised based on the nature of the end markets served. There are no significant judgements in aggregating operating segments to arrive at the reporting segments. Inter segment sales are on an arm's length basis in a manner similar to transactions with third parties.
As explained in Note 9, the operations of Polypipe France have been classified as discontinued and consequently the comparative financial information has been restated where appropriate to meet the presentational requirements of IFRS 5, Non-current Assets Held-for-Sale and Discontinued Operations, to take account of this change.
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
||||
|
Residential Systems £m |
Commercial & Infrastructure Systems £m |
Total £m |
|
Residential Systems £m |
Commercial & Infrastructure Systems £m |
Total £m |
Continuing operations |
|
|
|
|
|
|
|
Segmental revenue |
121.3 |
95.0 |
216.3 |
|
115.0 |
102.0 |
217.0 |
Inter segment revenue |
(2.3) |
(3.8) |
(6.1) |
|
(2.6) |
(4.4) |
(7.0) |
Revenue |
119.0 |
91.2 |
210.2 |
|
112.4 |
97.6 |
210.0 |
Underlying operating profit* |
23.8 |
12.5 |
36.3 |
|
22.9 |
15.0 |
37.9 |
Non-underlying items - segmental |
- |
- |
- |
|
(0.3) |
(0.9) |
(1.2) |
Segmental operating profit |
23.8 |
12.5 |
36.3 |
|
22.6 |
14.1 |
36.7 |
Non-underlying items - Group |
|
|
(2.8) |
|
|
|
(2.8) |
Operating profit |
|
|
33.5 |
|
|
|
33.9 |
Finance costs |
|
|
(3.4) |
|
|
|
(3.4) |
Profit before tax |
|
|
30.1 |
|
|
|
30.5 |
* Underlying operating profit is stated before non-underlying items.
Geographical analysis
Revenue by destination:
Continuing operations |
Six months ended 30 June 2018 £m |
|
Six months ended 30 June 2017 £m |
UK |
187.3 |
|
185.7 |
Rest of Europe |
8.4 |
|
9.0 |
Rest of World |
14.5 |
|
15.3 |
Total - Group |
210.2 |
|
210.0 |
4. Non-underlying items
Non-underlying items comprised:
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
||||
|
Gross |
Tax |
Net |
|
Gross |
Tax |
Net |
|
£m |
£m |
£m |
|
£m |
£m |
£m |
Cost of sales: Restructuring costs |
- |
- |
- |
|
(1.2) |
- |
(1.2) |
Amortisation of intangible assets |
(2.8) |
0.5 |
(2.3) |
|
(2.8) |
0.5 |
(2.3) |
Discontinued operations: profit from discontinued operations |
0.3 |
- |
0.3 |
|
1.0 |
(0.3) |
0.7 |
Total non-underlying items |
(2.5) |
0.5 |
(2.0) |
|
(3.0) |
0.2 |
(2.8) |
Gross restructuring costs of £1.2m were recognised in 2017 in respect of a change in our Commercial and Infrastructure Systems' manufacturing strategy in the Middle East (£0.9m) and the relocation of our Residential Systems' Domus Ventilation manufacturing facilities (£0.3m). The Middle East restructuring plan was drawn up and announced to the relevant employees in 2017. The Domus Ventilation restructuring plan was drawn up, announced and completed in 2017.
5. Finance costs
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
|
£m |
|
£m |
|
|
|
|
Interest on bank loan |
2.8 |
|
2.8 |
Debt issue cost amortisation |
0.2 |
|
0.2 |
Other finance costs |
0.4 |
|
0.4 |
Finance costs |
3.4 |
|
3.4 |
6. Income tax
Tax has been provided on the profit before tax excluding discontinued operations, at the estimated effective rate for the full year of 18.2% (full year 2017: 19.1%). Tax on underlying profit before tax was 18.2% (full year 2017: 18.0%).
7. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the period attributable to the owners of the parent company by the weighted average number of ordinary shares outstanding during the period. The diluted earnings per share amounts are calculated by dividing profit for the period attributable to the owners of the parent company by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of potential ordinary shares that would be issued on the conversion of all the dilutive share options into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following:
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
|
|
|
|
Weighted average number of ordinary shares for the purpose of basic earnings per share |
198,952,752 |
|
198,287,022 |
Effect of dilutive potential ordinary shares |
2,060,872 |
|
2,196,051 |
Weighted average number of ordinary shares for the purpose of diluted earnings per share |
201,013,624 |
|
200,483,073 |
Underlying earnings per share is based on the result for the period after tax excluding the impact of non-underlying items of £2.0m (2017: £2.8m). The Directors consider that this measure provides a better and more consistent indication of the Group's underlying financial performance and more meaningful comparison with prior and future periods to assess trends in our financial performance. The underlying earnings per share is calculated as follows:
|
Six months ended 30 June 2018 |
|
Six months ended 30 June 2017 |
Underlying profit for the period attributable to the owners of the parent company (£m) |
26.9 |
|
27.9 |
Underlying basic earnings per share (pence) |
13.5 |
|
14.1 |
Underlying diluted earnings per share (pence) |
13.4 |
|
13.9 |
8. Dividends
The Directors have proposed an interim dividend for the current year of £7.4m which equates to 3.7 pence per share.
9. Discontinued operations and assets classified as held-for-sale
On 31 January 2018, the Group announced that it had entered into exclusive negotiations to sell Polypipe France Holding SAS, its French operations, to Ryb S.A., a France-based manufacturer and distributor of plastics in Europe. After successful completion of the required employee consultation process the sale was completed on 29 March 2018. The cash consideration paid by Ryb S.A. was €16.5m on a cash-free, debt-free and normalised working capital basis. At 31 December 2017 the net assets of the French operations were classified as held-for-sale in the consolidated balance sheet. In accordance with IFRS 5, Non-current Assets Held-for-Sale and Discontinued Operations, an impairment loss of £12.5m to remeasure the carrying amount of the assets to fair value less costs to sell was recognised following the reclassification of the net assets of Polypipe France Holding SAS as held-for-sale. An analysis of the assets classified as held-for-sale and liabilities associated with the assets held-for-sale at 31 December 2017 was as follows:
|
Book value £m |
|
Impairment loss £m |
|
31 December 2017 £m |
Assets classified as held-for-sale |
|
|
|
|
|
Intangible assets |
9.6 |
|
(9.6) |
|
- |
Property, plant and equipment |
9.2 |
|
(2.9) |
|
6.3 |
Inventories |
7.7 |
|
- |
|
7.7 |
Trade and other receivables |
9.0 |
|
- |
|
9.0 |
Deferred income tax assets |
0.3 |
|
- |
|
0.3 |
|
35.8 |
|
(12.5) |
|
23.3 |
Liabilities associated with assets classified as held-for-sale |
|
|
|
|
|
Trade and other payables |
(9.5) |
|
- |
|
(9.5) |
Income tax payable |
(0.2) |
|
- |
|
(0.2) |
Other liabilities |
(1.2) |
|
- |
|
(1.2) |
|
(10.9) |
|
- |
|
(10.9) |
Net assets held-for-sale |
24.9 |
|
(12.5) |
|
12.4 |
A total loss on disposal of £12.5m was anticipated and previously recognised. The actual loss on disposal at 29 March 2018 was £12.5m, after recycling of foreign exchange differences to the income statement, with no change to the loss on disposal previously recognised. The actual loss on disposal was calculated as follows:
|
£m |
|
|
Intangible assets |
9.6 |
Property, plant and equipment |
9.0 |
Inventories |
8.4 |
Trade and other receivables |
14.2 |
Deferred income tax assets |
0.2 |
Trade and other payables |
(14.0) |
Other liabilities |
(1.2) |
Net assets sold |
26.2 |
|
|
Disposal proceeds: |
|
Cash |
14.0 |
Directly attributable costs |
(0.6) |
Net proceeds |
13.4 |
|
|
Loss on disposal before tax and recycling of foreign exchange differences |
12.8 |
Recycling of foreign exchange differences to the income statement |
(0.3) |
Loss on disposal |
12.5 |
The net cash inflow from the disposal reported in investing activities was as follows:
|
£m |
Disposal proceeds |
13.2 |
Directly attributable costs |
(0.2) |
Overdraft divested |
0.8 |
Net cash inflow |
13.8 |
The table below provides further detail of the discontinued operations:
|
Six months ended 30 June 2018 £m |
|
Six months ended 30 June 2017 £m |
Revenue |
16.7 |
|
32.0 |
Expenses |
(16.4) |
|
(31.0) |
Profit before tax |
0.3 |
|
1.0 |
Income tax |
- |
|
(0.3) |
Profit from discontinued operations |
0.3 |
|
0.7 |
The remaining assets classified as held-for-sale comprised:
|
30 June 2018 £m |
|
30 June 2017 £m |
Property, plant and equipment |
0.7 |
|
0.7 |
These assets classified as held-for-sale consist exclusively of freehold land currently not in use by the Group. It is expected that the disposal of this asset will be completed during 2018.
10. Analysis of net debt
|
30 June 2018 |
|
30 June 2017 |
|
31 December 2017 |
|
£m |
|
£m |
|
£m |
|
|
|
|
|
|
Cash and cash equivalents |
38.5 |
|
29.0 |
|
35.7 |
Non-current loans and borrowings: |
|
|
|
|
|
- Bank loan |
(185.0) |
|
(208.0) |
|
(185.0) |
- Unamortised debt issue costs |
0.7 |
|
1.0 |
|
0.9 |
|
(184.3) |
|
(207.0) |
|
(184.1) |
Net debt |
(145.8) |
|
(178.0) |
|
(148.4) |
11. Other financial assets and liabilities
Fair values of financial assets and financial liabilities
The book value of trade and other receivables, trade and other payables, cash balances, bank loan and other liabilities equates to fair value.
|
Carrying value £m |
|
Fair value £m |
Forward foreign currency derivatives |
(0.1) |
|
(0.1) |
Interest rate swaps |
(1.6) |
|
(1.6) |
Interest bearing loans and borrowings due after more than one year |
(184.3) |
|
(184.3) |
Total at 30 June 2018 |
(186.0) |
|
(186.0) |
|
|
|
|
|
Carrying value £m |
|
Fair value £m |
Interest rate swaps |
(3.3) |
|
(3.3) |
Interest bearing loans and borrowings due after more than one year |
(207.0) |
|
(207.0) |
Total at 30 June 2017 |
(210.3) |
|
(210.3) |
|
|
|
|
|
Carrying value £m |
|
Fair value £m |
Interest rate swaps |
(2.5) |
|
(2.5) |
Interest bearing loans and borrowings due after more than one year |
(184.1) |
|
(184.1) |
Total at 31 December 2017 |
(186.6) |
|
(186.6) |
The interest rate on the Group's £290.0m revolving credit facility is variable, being payable at LIBOR plus a margin. To reduce the Group's exposure to future increases in interest rates the Group has entered into interest rate swaps for the following notional amounts, with interest payable at a fixed rate return dependant on the swap of either 2.21% or 1.735% (2017: 2.21% or 1.735%) (excluding margin):
Year ending 31 December |
Notional amount - rate of 2.21% £m |
Notional amount - rate of 1.735% £m |
2018 |
66.6 |
25.1 |
2019 |
- |
82.0 |
To August 2020 |
- |
72.2 |
The fair value of the interest rate swaps was determined by reference to market values.
Forward foreign currency derivatives fair value was determined using quoted exchange rates.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2: other techniques for which all inputs which have a significant effect on the recognised fair value are observable, either directly or indirectly; and
Level 3: techniques which use inputs which have a significant effect on the recognised fair value that are not based on observable market data.
The fair values disclosed above all relate to items categorised as Level 2.
There have been no transfers in any direction between Levels 1, 2 or 3 in the period.
12. Consolidated cash flow statement
The analysis of cash generated from operations split by continuing and discontinued operations is:
|
Six months ended 30 June 2018 £m |
|
Six months ended 30 June 2017 £m |
|
Year ended 31 December 2017 £m |
Continuing operations |
|
|
|
|
|
Profit before tax |
30.1 |
|
30.5 |
|
55.6 |
Finance costs |
3.4 |
|
3.4 |
|
6.9 |
Operating profit |
33.5 |
|
33.9 |
|
62.5 |
Non-cash items: |
|
|
|
|
|
Profit on disposal of property, plant and equipment |
(0.2) |
|
(0.1) |
|
(0.1) |
Non-underlying items: |
|
|
|
|
|
- amortisation of intangible assets |
2.8 |
|
2.8 |
|
5.5 |
- provision for restructuring costs |
- |
|
1.2 |
|
4.3 |
- provision for aborted acquisition costs |
- |
|
- |
|
0.3 |
Depreciation |
7.6 |
|
7.5 |
|
14.9 |
Share-based payments |
0.5 |
|
0.6 |
|
0.8 |
Cash items: |
|
|
|
|
|
- settlement of restructuring costs |
(1.3) |
|
(0.3) |
|
(0.4) |
- settlement of aborted acquisition costs |
(0.2) |
|
- |
|
(0.1) |
Operating cash flows before movement in working capital |
42.7 |
|
45.6 |
|
87.7 |
Movement in working capital: |
|
|
|
|
|
Receivables |
(9.7) |
|
(12.6) |
|
(2.5) |
Payables |
(10.5) |
|
(7.7) |
|
0.7 |
Inventories |
0.8 |
|
(5.4) |
|
(8.0) |
Inter-group balances |
0.5 |
|
- |
|
- |
Cash generated from operations |
23.8 |
|
19.9 |
|
77.9 |
Income tax paid |
(4.6) |
|
(6.4) |
|
(12.6) |
Net cash flows from operating activities |
19.2 |
|
13.5 |
|
65.3 |
Investing activities |
|
|
|
|
|
Proceeds from disposal of property, plant and equipment |
0.2 |
|
0.2 |
|
0.2 |
Purchase of property, plant and equipment |
(10.8) |
|
(10.7) |
|
(22.2) |
Disposal of subsidiary undertaking net of overdraft divested |
13.8 |
|
- |
|
- |
Net cash flows from investing activities |
3.2 |
|
(10.5) |
|
(22.0) |
Financing activities |
|
|
|
|
|
Drawdown of bank loan |
- |
|
16.0 |
|
- |
Repayment of bank loan |
- |
|
- |
|
(7.0) |
Interest paid |
(3.2) |
|
(3.2) |
|
(6.6) |
Dividends paid |
(14.9) |
|
(13.9) |
|
(21.0) |
Dividends received from discontinued operations |
2.4 |
|
- |
|
- |
Purchase of own shares |
- |
|
- |
|
(3.2) |
Proceeds from exercise of share options |
0.3 |
|
- |
|
2.5 |
Net cash flows from financing activities |
(15.4) |
|
(1.1) |
|
(35.3) |
|
|
|
|
|
|
Net change in cash and cash equivalents |
7.0 |
|
1.9 |
|
8.0 |
Cash and cash equivalents - opening balance |
32.3 |
|
24.5 |
|
24.5 |
Net foreign exchange difference |
- |
|
(0.1) |
|
(0.2) |
Cash and cash equivalents - closing balance |
39.3 |
|
26.3 |
|
32.3 |
|
Six months ended 30 June 2018 £m |
|
Six months ended 30 June 2017 £m |
|
Year ended 31 December 2017 £m |
Discontinued operations |
|
|
|
|
|
Profit before tax from discontinued operations |
0.3 |
|
1.0 |
|
1.4 |
Loss recognised on remeasurement to fair value less costs to sell |
- |
|
- |
|
(12.5) |
Operating profit / (loss) |
0.3 |
|
1.0 |
|
(11.1) |
Non-cash items: |
|
|
|
|
|
Non-underlying item: loss recognised on remeasurement to fair value less costs to sell |
- |
|
- |
|
12.5 |
Depreciation |
0.3 |
|
0.6 |
|
1.3 |
Operating cash flows before movement in working capital |
0.6 |
|
1.6 |
|
2.7 |
Movement in working capital: |
|
|
|
|
|
Receivables |
(5.2) |
|
(6.3) |
|
(0.7) |
Payables |
4.3 |
|
6.5 |
|
1.4 |
Inventories |
(0.7) |
|
(0.6) |
|
(0.9) |
Inter-group balances |
(0.5) |
|
- |
|
- |
Cash generated from operations |
(1.5) |
|
1.2 |
|
2.5 |
Income tax paid |
(0.2) |
|
- |
|
- |
Net cash flows from operating activities |
(1.7) |
|
1.2 |
|
2.5 |
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Purchase of property, plant and equipment |
(0.1) |
|
(0.6) |
|
(1.2) |
Net cash flows from investing activities |
(0.1) |
|
(0.6) |
|
(1.2) |
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Dividends paid |
(2.4) |
|
- |
|
- |
Net cash flows from financing activities |
(2.4) |
|
- |
|
- |
|
|
|
|
|
|
Net change in cash and cash equivalents |
(4.2) |
|
0.6 |
|
1.3 |
Cash and cash equivalents - opening balance |
3.4 |
|
2.0 |
|
2.0 |
Net foreign exchange difference |
- |
|
0.1 |
|
0.1 |
Cash and cash equivalents - closing balance |
(0.8) |
|
2.7 |
|
3.4 |
INDEPENDENT REVIEW REPORT TO
POLYPIPE GROUP PLC
Introduction
We have been engaged by the Company to review the condensed set of consolidated financial statements in the interim financial report for the six months ended 30 June 2018 which comprises the Interim Group Income Statement, the Interim Group Statement of Comprehensive Income, the Interim Group Balance Sheet, the Interim Group Statement of Changes in Equity, the Interim Group Cash Flow Statement and the related Notes 1 to 12. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of consolidated financial statements.
This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland), Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.
Directors' Responsibilities
The interim financial report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority.
As disclosed in Note 1, the annual consolidated financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of consolidated financial statements included in this interim financial report has been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the European Union.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of consolidated financial statements in the interim 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 interim 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 consolidated financial statements in the interim financial report for the six months ended 30 June 2018 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the UK's Financial Conduct Authority.
Ernst & Young LLP
Leeds
14 August 2018
18 August 2014
Polypipe Group plc
Interim Results for the Six Months Ended 30 June 2014
Polypipe Group plc ("Polypipe" or the "Group"), a leading manufacturer of plastic piping systems for the residential, commercial, civils and infrastructure sectors, today announces its half year unaudited results for the six months ended 30 June 2014.
Financial Results
|
H1 |
H1 |
Change |
|
2014 |
2013 |
|
Revenue |
£168.2m |
£151.8m |
11% |
Operating profit1 |
£22.7m |
£17.6m |
29% |
Profit before tax (pre exceptionals)2 |
£16.4m |
£9.9m |
66% |
(Loss)/profit before tax |
£(4.6)m |
£9.7m |
|
Adjusted earnings per share3 |
7.05p |
4.05p |
74% |
Cashflow from operations1 |
£17.8m |
£12.5m |
42% |
Net debt |
£99.9m |
£108.8m |
(8%) |
Basic earnings per share |
(1.75)p |
3.95p |
|
Dividend per share |
1.5p |
- |
|
1. Excludes operating exceptional items
2. Excludes operating exceptional items and exceptional finance costs
3. Excludes operating exceptional items, exceptional finance costs and related tax relief
Financial Highlights
· Delivering the strategy set out during successful IPO in April
· UK construction market recovery combined with strategic focus on structural growth opportunities led to revenue growth in the UK of 12.9% (Group 11%) over H1 2013
· Improved UK volumes resulted in Group operating profit increasing by 29% to £22.7m1
· Refinancing of Senior Secured Notes successfully completed; significantly reducing future financing costs
· Maiden interim dividend of 1.5 pence per share
Operational Highlights
· Strong demand for residential piping systems from UK housebuilders, increasingly from smaller developers and projects outside of London and the South-East
· Good demand from road and rail projects and the development of high rise, multi-occupancy buildings in London
· Sharp increase in sales of Water Management Solutions, driven by the growing need for flood alleviation schemes
· Strong sales growth in the Middle East and to mining infrastructure projects in Africa
David Hall, Chief Executive said:
"I am delighted with the progress that we have made following the Group's successful IPO earlier this year and these results show that we are delivering on the strategy we set out at the time. The Group's healthy growth in sales and underlying profits demonstrates the confidence returning to our sector and a deserved reward for operational improvements and investment we made when market conditions were much tougher. We are well placed to capitalise on the future growth opportunities and I remain confident that we will deliver results for the full year in line with our expectations at the time of the IPO."
For further information please contact:
Polypipe David Hall, Chief Executive Officer Peter Shepherd, Chief Financial Officer
|
+44 (0) 1709 770 000 |
Brunswick Mike Smith Simon Maine |
+44 (0) 20 7404 5959 |
A copy of this report will be available on our website http://ir.polypipe.com/ today from 7.00am.
An analyst presentation will be held today, Monday 18 August at 08:30 (GMT). To dial in the call details are:
Tel: +44 (0) 1452 555566
Code: 85608509
Notes to Editors:
Polypipe is the largest manufacturer in the United Kingdom, and among the ten largest manufacturers in Europe, of plastic piping systems for the residential, commercial, civils and infrastructure sectors by revenue. The Group operates from sixteen facilities in total, and with over 20,000 product lines, manufactures the United Kingdom's widest range of plastic piping systems within its target markets. The Group primarily targets the UK, French and Irish building and construction markets with a presence in Italy and the Middle East and sales to specific niches in the rest of the world.
Business Review
The following tables set out Group revenue and operating profit before operating exceptional items by operating segment:
Revenue |
H1 2014 |
|
H1 2013 |
|
Change |
£m |
|
£m |
|
% |
|
|
|
|
|
|
|
Residential Piping Systems |
86.8 |
|
78.1 |
|
11.1 |
Commercial & Infrastructure Piping Systems - UK |
56.4 |
|
47.3 |
|
19.2 |
UK Operations |
143.2 |
|
125.4 |
|
14.2 |
Commercial & Infrastructure Piping Systems - Europe |
30.6 |
|
31.5 |
|
(2.9) |
Inter Segment Sales |
(5.6) |
|
(5.1) |
|
|
|
|
|
|
|
|
Group revenue |
168.2 |
|
151.8 |
|
10.8 |
|
|
|
|
|
|
Operating profit |
H1 2014 |
|
H1 2013 |
|
Change |
£m |
|
£m |
|
% |
|
|
|
|
|
|
|
Residential Piping Systems |
13.2 |
|
11.1 |
|
18.9 |
Commercial & Infrastructure Piping Systems - UK |
8.6 |
|
5.5 |
|
56.4 |
UK Operations |
21.8 |
|
16.6 |
|
31.3 |
Commercial & Infrastructure Piping Systems - Europe |
0.9 |
|
1.0 |
|
(10.0) |
|
|
|
|
|
|
Group operating profit* |
22.7 |
|
17.6 |
|
29.0 |
*before operating exceptional items.
The Group's revenue for the six months ended 30 June 2014 was £168.2m (2013: £151.8m) an improvement of 10.8%. The year started strongly, albeit against relatively weak comparables, and this positive momentum continued throughout the period. This growth has been driven by our strategic focus on structural growth opportunities and the growing recovery in the UK construction market.
Operating profit before operating exceptional items for the first half of 2014 of £22.7m was up 29% on the same period last year with the drop through from the revenue growth at 31%.
Finance charges before exceptional finance costs for the six months to 30 June 2014 of £6.5m were £1.3m lower than the corresponding period in the prior year as a result of the refinancing of the £150m Senior Secured Notes in the first half.
Exceptional charges of £12.4m were incurred in the period in relation to the IPO listing costs. A further £8.6m of exceptional finance costs were incurred in the period in relation to refinancing the Senior Secured Notes. As a result the reported (loss)/profit before tax was £(4.6m) (H1 2013 : £9.7m). Basic earnings per share were (1.75)p (H1 2013 : 3.95p).
Operational Review
The Group's focus has been to ensure that we are well placed to benefit from the recovering construction market and to continue to grow ahead of the market from our initiatives in the areas of substitution, carbon efficiency, water management and export, especially to the Middle East.
We have also maintained our focus on customer service levels and have successfully flexed our operations to deliver increased volumes without compromising our customer service standards, which has meant our customers have not suffered product shortages or extended lead times, which have impacted other suppliers of construction products.
The Group is committed to providing the broadest product range in our sector and we have continued to introduce new products to the range. For example; additional fittings to our radial air ducting systems, additions to our Polysure plastic plumbing range, a new range of cable protection ducting for high voltage systems, and accessible Polystorm attenuation cells.
We have seen steady progress across most of our product groups that are specifically targeted at substituting legacy materials. In particular, our plastic plumbing systems and sewer systems have delivered a good level of growth against the same period last year, helped by the housebuilders who tend to favour more modern materials as a result of their ease and speed of installation.
Our Carbon Efficient Solutions have performed well against the comparative period last year. Although still a very low proportion of the overall heating market, we have seen a small but progressive uptake of underfloor heating in new residential developments. Our ventilation products have also performed strongly with our range of thermal and radial duct being adopted in both new build and some major refurbishment programmes.
Sales of Water Management Solutions have increased sharply over the same period in 2013 as developers and construction companies begin activity on new sites. More recent sites are required to meet legislation regarding the storage and attenuation of water which is driving demand for our comprehensive range of engineered systems which can be individually tailored to meet site specific needs. The flooding at the beginning of the year served to emphasise the need for flood alleviation schemes and we have a number of systems which can be used for such schemes.
Our investment in sales resource in the Middle East has resulted in strong sales growth over the same period last year. Increasing confidence in the region and the upturn in project activity has encouraged our distributors to re-stock which is an important step for us in being able to fulfill specifications gained. Our exports to the rest of the world have also shown some improvement, in particular, we have enjoyed further success with drainage products for mining infrastructure projects in Africa.
Residential Piping Systems
Sales to the Residential Sector, all of which are in the UK and Ireland, represented 50% of Group revenues and were up 11.1% year on year.
We have experienced strong demand from the national housebuilders, with an encouraging trend towards the return of smaller developers and reduced concentration of projects in London and the South East. The new build sector represented approximately 38% of our residential revenues in the period, (19% of Group), with the more stable repair, maintenance and improvement (RM&I) sector representing the balance of approximately 62% (31% of Group). Historically, home owners have spent the most on improvements either just before selling, or in the eighteen months after acquiring, second hand homes; as such housing transactions are an important barometer for us. In addition, a healthy level of re-mortgage activity is fundamental to homeowners improving and extending their homes. The six month trend for both of these measures, although still well below their long term averages has improved during the first half and we believe both have contributed to a gradual improvement in the level of private RM&I. Improvement activity in the public residential sector has shown little improvement and appears to have been focused around essential repairs only.
Residential Piping Systems delivered operating profit of £13.2m up 18.9% over the same period last year reflecting the operational gearing benefits from the revenue growth in the UK offset by higher developer rebates as the market continued to pull in the new build sector where rebates are higher than in the RM&I sector.
Commercial and Infrastructure Piping Systems - UK
Sales to the Commercial and Infrastructure Sector in the UK, which represented approximately 32% of Group revenues, were £56.4m, up 19.2% on the first half of 2013. We have experienced good demand from road and rail projects and the development of high rise, multi-occupancy buildings has continued in London and more recently we have seen an increase in activity in some other major cities. Quotation activity has been encouraging albeit this is not an absolute indicator of future orders.
Exports to the Middle East have experienced strong growth over the same period last year, primarily for products which are manufactured in this division. Alongside our traditional drainage ranges, we have secured some small water management projects and we continue to seek opportunities to expand our activities in this area as heavy rainfall in the region earlier this year, highlighted deficiencies in storm water drainage in a number of built up areas.
Strong revenue growth particularly in our higher margin Water Management products and our continuing focus on material cost control drove a 56.4% improvement in operating profit to £8.6m in the first six months of 2014.
Commercial and Infrastructure Piping Systems - Europe
Sales to the Commercial and Infrastructure Sector in Continental Europe (predominantly in France) which represented approximately 18% of Group revenues, were 1.3% ahead in local currency terms but down 2.9% as reported due to the adverse currency translation impact. In the face of difficult market conditions in France, where we do not currently see any signs of underlying market improvement, we have maintained a very close watch on selling price against volume and on adapting our cost base where possible to those volumes. From a very low base, our sales of water management solutions, where we can derive more value from the technical specification nature of these projects, have made satisfactory progress, although we continue to experience delays in the product approval process for our full suite of products.
Despite weak market conditions in our main European continental market, the French business has remained flat in both revenue and operating profit in constant currency exchange rates, as modest market share gains in France and higher export sales offset the market decline.
Outlook
The year started strongly, albeit against relatively weak comparables in the early part of the half year, and this positive momentum continued throughout the period. The comparatives become more challenging in the second half of 2014 as the market improved significantly during the course of 2013. The Construction Products Association summer forecast shows overall UK construction output growing by 4.7% for the full year in 2014. We remain well placed to capture our share of this anticipated market growth in the UK. In addition to this underlying market improvement, the directors remain confident that our growth initiatives will deliver results for the full year in line with our expectations at the time of the IPO.
Financial Review
Cash flow and net debt
Cash generated from operations before operating exceptional items increased by 42.4% during the period to £17.8m* (H1 2013 : £12.5m) due to the improved operating performance and lower working capital to sales. Outstanding listing costs of £3.5m will be settled by the end of the year, adjusting for this, operating net working capital to rolling twelve month sales fell from 5.2% at June 2013 to 3.0% at June 2014 largely due to higher rebate accruals.
* cash generated from operations of £8.9m plus £8.9m cash paid in respect of operating exceptional items.
Net debt (including accrued interest and unamortised debt issuance costs) increased by £15.6m to £99.9m after the seasonal increase in net working capital of £12.1m and listing and refinancing costs of £18.2m.
Net debt to rolling adjusted twelve month EBITDA (operating profit pre operating exceptional items plus depreciation) at June 2014 was 1.7 times (December 2013:1.6 times).
Finance Costs
Finance costs for the six months to 30 June 2014 of £6.5m were lower than the finance costs of £7.8m in the corresponding period in the prior year as a result of the refinancing of the £150m Senior Secured Notes (fixed interest rate of 9.5%) with £30m from surplus cash balances and £120m from a new five year term bank loan). Interest on the new five year term bank loan is currently payable at a rate of LIBOR plus a margin of 2.75% which reduces if the leverage ratio of the Group improves.
Exceptional finance costs of £8.6m in relation to the refinancing were incurred in the period.
Taxation
Tax has been provided at the estimated full year rate of 23.9% (2013: 18.7%). This reflects limited tax relief available of £1.6m on operating exceptional items and exceptional finance costs of £21.0m (7.6%). Before these exceptional items, the estimated full year tax rate would be 14.5%. This is lower than the UK tax rate for the year of 21.5% due to the availability of brought forward non trading losses.
Dividend
The Board has declared an initial interim dividend of 1.5 pence per share. This dividend will be
paid on 26 September 2014 to shareholders on the register at the close of business on 29 August 2014.
As highlighted in the Group's IPO prospectus, our dividend policy is to pay a minimum of 40% of the Group's annual profit after tax (adjusted to exclude exceptional items). The Directors intend that the Company will pay the total annual dividend in two tranches, an interim dividend and a final dividend, to be announced at the time of announcement of the interim and preliminary results in the approximate proportions of one-third and two-thirds, respectively. As previously guided, the dividend in respect of the current financial year will be paid pro rata to reflect the period of time we have been listed as a proportion of the full year. The Group may revise its dividend policy from time to time.
Going Concern
The Group continues to meet its day to day working capital and other funding requirements through a combination of long term funding and cash deposits. The Group's bank financing facilities are a £120m five year term loan and a £40m committed revolving credit facility (undrawn at June 2014). Both the term loan and revolving credit facility expire in March 2019.
After making due enquiry, the directors have a reasonable expectation that the Company and its subsidiaries have adequate resources to continue operational existence for the foreseeable future and therefore adopt the going concern principle.
Risks and Uncertainties
The board continually assesses and monitors the key risks of the business. The principal risks and uncertainties that could have a material impact on the Group's performance have not changed from those which are set out in detail in Part 1 ("Risk Factors") of the Group's IPO prospectus dated 11 April 2014 (the "Prospectus"). These cover:
- Cyclical economic conditions and conditions affecting the construction industry.
- Unexpected or prolonged period of inclement or severe weather.
- Government action and policies.
- Increases in the market price of petroleum feedstocks can have a direct impact on the prices we pay for our raw materials.
- Our businesses are dependent on key customers continuing to order from us.
- Changes in government regulations and standards relating to the manufacture and use of building materials, particularly plastics and polymers.
- The ability to attract and retain our Executive Management Team and qualified personnel.
A copy of the Prospectus is available on the Group's website, www.polypipe.com
Forward Looking Statements
Certain statements in this half yearly report are forward looking. Although the Group believes that the expectations reflected in these forward looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Because these statements contain risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements. We undertake no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
· The condensed set of financial statements has been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting as adopted by the EU;
· The Interim 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 first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year 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.
This report was approved by the board of directors on 18 August 2014 and is available on the Company's website www.polypipe.com under "Investors", then "Results Centre".
By order of the Board
David Hall Peter Shepherd
Chief Executive Officer Chief Financial Officer
INTERIM GROUP INCOME STATEMENT
for the six months ended 30 June 2014 (unaudited)
Year ended 31 December 2013 |
|
Notes |
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
|
£m |
|
£m |
|
|
|
|
|
|
300.8 |
Revenue |
3 |
168.2 |
|
151.8 |
(188.3) |
Cost of sales |
|
(105.3) |
|
(97.0) |
|
|
|
|
|
|
112.5 |
Gross profit |
|
62.9 |
|
54.8 |
|
|
|
|
|
|
(46.9) |
Selling and distribution costs |
|
(25.4) |
|
(23.5) |
(25.9) |
Administration expenses |
|
(14.8) |
|
(13.7) |
|
|
|
|
|
|
39.7 |
Operating profit before operating exceptional items |
3 |
22.7 |
|
17.6 |
|
|
|
|
|
|
0.1 |
Operating exceptional items |
4 |
(12.4) |
|
(0.2) |
|
|
|
|
|
|
39.8 |
Operating profit |
|
10.3 |
|
17.4 |
|
|
|
|
|
|
0.3 |
Finance revenue |
5 |
0.2 |
|
0.1 |
(15.5) |
Finance costs |
5 |
(6.5) |
|
(7.8) |
- |
Exceptional finance costs |
5 |
(8.6) |
|
- |
|
|
|
|
|
|
24.6 |
(Loss) / profit before tax |
|
(4.6) |
|
9.7 |
(4.6) |
Taxation |
6 |
1.1 |
|
(1.8) |
|
|
|
|
|
|
20.0 |
(Loss) / profit for the period |
|
(3.5) |
|
7.9 |
|
|
|
|
|
|
|
Earnings per share (pence) |
|
|
|
|
10.00 |
Basic and diluted |
7 |
(1.75) |
|
3.95 |
9.95 |
Adjusted - basic and diluted |
7 |
7.05 |
|
4.05 |
|
|
|
|
|
|
|
Dividend per share (pence) |
8 |
|
|
|
- |
Interim |
|
1.5 |
|
- |
INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 40 June 2014 (unaudited)
Year ended 31 December 2013 |
|
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
|
£m |
|
£m |
|
|
|
|
|
|
20.0 |
(Loss) / profit for the period |
|
(3.5) |
|
7.9 |
|
Other comprehensive income / (expense): |
|
|
|
|
|
Items which will be reclassified subsequently to profit and loss:- |
|
|
|
|
0.3 |
Exchange differences on translation of foreign operations |
|
(0.7) |
|
0.6 |
|
|
|
|
|
|
0.3 |
Other comprehensive income / (expense) for the period net of tax |
|
(0.7) |
|
0.6 |
|
|
|
|
|
|
20.3 |
Total comprehensive income / (expense) for the period net of tax |
|
(4.2) |
|
8.5 |
|
|
|
|
|
|
INTERIM GROUP BALANCE SHEET
at 30 June 2014 (unaudited)
31 December 2013 |
|
|
30 June 2014 |
|
30 June 2013 |
£m |
|
|
£m |
|
£m |
|
Non-Current Assets |
|
|
|
|
89.0 |
Property, plant and equipment |
|
88.8 |
|
83.6 |
234.4 |
Intangible assets |
|
234.4 |
|
234.4 |
|
|
|
|
|
|
323.4 |
Total non-current assets |
|
323.2 |
|
318.0 |
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
38.9 |
Inventories |
|
41.0 |
|
34.8 |
21.4 |
Trade and other receivables |
|
25.8 |
|
32.1 |
- |
Income tax recoverable |
|
1.1 |
|
- |
0.4 |
Financial assets |
|
0.4 |
|
- |
65.9 |
Cash and cash equivalents |
|
18.1 |
|
41.7 |
|
|
|
|
|
|
126.6 |
Total current assets |
|
86.4 |
|
108.6 |
|
|
|
|
|
|
450.0 |
Total assets |
|
409.6 |
|
426.6 |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
(62.0) |
Trade and other payables |
|
(60.9) |
|
(51.1) |
- |
Financial liabilities |
|
- |
|
(0.3) |
(2.4) |
Income tax payable |
|
- |
|
(1.8) |
|
|
|
|
|
|
(64.4) |
Total current liabilities |
|
(60.9) |
|
(53.2) |
|
|
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
(150.6) |
Financial liabilities |
|
(118.4) |
|
(150.2) |
(2.0) |
Other liabilities |
|
(1.5) |
|
(2.0) |
(1.6) |
Deferred tax liability |
|
(1.6) |
|
(1.6) |
|
|
|
|
|
|
(154.2) |
Total non-current liabilities |
|
(121.5) |
|
(153.8) |
|
|
|
|
|
|
(218.6) |
Total liabilities |
|
(182.4) |
|
(207.0) |
231.4 |
Net assets |
|
227.2 |
|
219.6 |
|
Capital and reserves |
|
|
|
|
1.3 |
Equity share capital |
|
0.2 |
|
1.3 |
- |
Share premium |
|
- |
|
315.9 |
- |
Capital redemption reserve |
|
1.1 |
|
- |
(0.6) |
Foreign currency retranslation reserve |
|
(1.3) |
|
(0.3) |
230.7 |
Retained earnings |
|
227.2 |
|
(97.3) |
|
|
|
|
|
|
231.4 |
Total equity |
|
227.2 |
|
219.6 |
INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2014 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital |
|
Share premium |
|
Capital redemption reserve |
|
Translation reserve |
|
Retained earnings |
|
Total equity |
|
|
£m |
|
£m |
|
£m |
|
£m |
|
£m |
|
£m |
|
Six months ended 30 June 2014 |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening balance |
1.3 |
|
- |
|
- |
|
(0.6) |
|
230.7 |
|
231.4 |
|
Loss for the period |
- |
|
- |
|
- |
|
- |
|
(3.5) |
|
(3.5) |
|
Other comprehensive expense |
- |
|
- |
|
- |
|
(0.7) |
|
- |
|
(0.7) |
|
Total comprehensive income for the period |
- |
|
- |
|
- |
|
(0.7) |
|
(3.5) |
|
(4.2) |
|
Cancellation of Deferred shares |
(1.1) |
|
- |
|
1.1 |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing balance |
0.2 |
|
- |
|
1.1 |
|
(1.3) |
|
227.2 |
|
227.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended 30 June 2013 |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Opening balance |
1.3 |
|
315.9 |
|
- |
|
(0.9) |
|
(105.2) |
|
211.1 |
|
Profit for the period |
- |
|
- |
|
- |
|
- |
|
7.9 |
|
7.9 |
|
Other comprehensive income |
- |
|
- |
|
- |
|
0.6 |
|
- |
|
0.6 |
|
Total comprehensive income for the period |
- |
|
- |
|
- |
|
0.6 |
|
7.9 |
|
8.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Closing balance |
1.3 |
|
315.9 |
|
- |
|
(0.3) |
|
(97.3) |
|
219.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December 2013 |
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||
Opening balance |
1.3 |
|
315.9 |
|
- |
|
(0.9) |
|
(105.2) |
|
211.1 |
|
Profit for the period |
- |
|
- |
|
- |
|
- |
|
20.0 |
|
20.0 |
|
Other comprehensive income |
- |
|
- |
|
- |
|
0.3 |
|
- |
|
0.3 |
|
Total comprehensive income for the period |
- |
|
- |
|
- |
|
0.3 |
|
20.0 |
|
20.3 |
|
Cancellation of Share Premium |
- |
|
(315.9) |
|
- |
|
- |
|
315.9 |
|
- |
|
Closing balance |
1.3 |
|
- |
|
- |
|
(0.6) |
|
230.7 |
|
231.4 |
|
INTERIM GROUP CASH FLOW STATEMENT
for the six months ended 30 June 2014 (unaudited)
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
|
Operating activities |
|
|
|
24.6 |
(Loss) / profit for the year before tax |
(4.6) |
|
9.7 |
15.2 |
Add back net financing costs |
14.9 |
|
7.7 |
|
|
|
|
|
39.8 |
Operating profit |
10.3 |
|
17.4 |
|
Adjusted for non cash items: |
|
|
|
(0.7) |
Gain on disposal of property, plant and equipment |
(0.1) |
|
(0.1) |
- |
Operating exceptional items - net expense recognised |
12.4 |
|
- |
- |
- cash paid |
(8.9) |
|
- |
(0.3) |
Profit on sale of investments |
- |
|
(0.3) |
13.9 |
Depreciation |
7.3 |
|
6.9 |
|
|
|
|
|
52.7 |
Operating cash flow before movement in working capital |
21.0 |
|
23.9 |
|
Movement in working capital: |
|
|
|
1.9 |
Receivables |
(4.7) |
|
(8.7) |
4.7 |
Payables |
(4.9) |
|
(6.0) |
(1.1) |
Inventories |
(2.5) |
|
3.3 |
|
|
|
|
|
58.2 |
Cash generated from operations |
8.9 |
|
12.5 |
(4.9) |
Income tax paid |
(2.4) |
|
(2.7) |
|
|
|
|
|
53.3 |
Net cash flows from operating activities |
6.5 |
|
9.8 |
|
|
|
|
|
|
Investing Activities |
|
|
|
0.3 |
Interest received |
0.2 |
|
0.1 |
0.8 |
Proceeds from disposal of property, plant and equipment |
0.1 |
|
0.1 |
0.3 |
Proceeds from sale of investments |
- |
|
0.3 |
(21.1) |
Purchase of property, plant and equipment |
(7.3) |
|
(8.3) |
|
|
|
|
|
(19.7) |
Net cash flow used in investing activities |
(7.0) |
|
(7.8) |
|
|
|
|
|
|
Financing activities |
|
|
|
(0.1) |
Repayment of bank loan |
(30.0) |
|
(0.1) |
(14.6) |
Interest paid |
(8.0) |
|
(7.2) |
- |
Refinancing costs |
(9.3) |
|
- |
|
|
|
|
|
(14.7) |
Net cash flows from financing activities |
(47.3) |
|
(7.3) |
|
|
|
|
|
18.9 |
Net (decrease)/increase in cash and cash equivalents |
(47.8) |
|
(5.3) |
47.0 |
Cash and cash equivalents - opening balance |
65.9 |
|
47.0 |
|
|
|
|
|
65.9 |
Cash and cash equivalents - closing balance |
18.1 |
|
41.7 |
NOTES TO THE INTERIM FINANCIAL STATEMENTS
at 30 June 2014
1. Basis of preparation
Polypipe Group plc is incorporated in the UK. The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency rules of the Financial Conduct Authority and IAS 34 "Interim Financial Reporting (as adopted by the EU)".
As required by the Disclosure and Transparency rules of the Financial Conduct Authority, the interim 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 2013. These statements do not include all the information required for full annual financial statements and should be read in conjunction with the full annual report for the year ended 31 December 2013.
The comparative figures for the financial year ended 31 December 2013 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company'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 financial statements are prepared on a going concern basis. This is considered appropriate given that the company and its subsidiaries have adequate resources to continue in operational existence for the foreseeable future.
There have been no significant related party transactions in the period to 30 June 2014.
2. Financial risks, estimates, assumptions and judgements
The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from estimates.
In preparing these condensed consolidated interim 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 as at and for the year ended 31 December 2013.
3. Segment information
The group has two reporting segments - Residential Piping Systems (all UK by origin) and Commercial and Infrastructure Piping Systems (which is split below into UK and Mainland Europe by origin). Several operating segments that have similar economic characteristics have been aggregated into these two reporting segments.
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
||||||
Revenue |
|
Operating Profit * |
|
Revenue |
|
Operating Profit * |
|
Revenue |
|
Operating Profit* |
£m |
|
£m |
|
£m |
|
£m |
|
£m |
|
£m |
158.7 |
|
26.0 |
Residential Piping Systems |
86.8 |
|
13.2 |
|
78.1 |
|
11.1 |
94.3 58.3 152.6 |
|
13.6 0.1 13.7 |
Commercial & Infrastructure Piping Systems - UK - Mainland Europe |
56.4 30.6 87.0 |
|
8.6 0.9 9.5 |
|
47.3 31.5 78.8 |
|
5.5 1.0 6.5 |
(10.5) |
|
- |
Inter segment sales |
(5.6) |
|
- |
|
(5.1) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
300.8 |
|
39.7 |
Group Revenue / Operating Profit |
168.2 |
|
22.7 |
|
151.8 |
|
17.6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
Operating exceptional items |
|
|
(12.4) |
|
|
|
(0.2) |
|
|
(15.2) |
Net finance costs |
|
|
(14.9) |
|
|
|
(7.7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
24.6 |
(Loss) / profit before taxation |
|
|
(4.6) |
|
|
|
9.7 |
* before operating exceptional items
Since the last annual financial statements the measure of segment profit has changed from operating profit to operating profit before operating exceptional items.
Given stable market conditions, our revenues have historically been broadly similar between the first and second halves of the year.
Revenue by geographical market:
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
|
|
|
|
|
£m |
|
£m |
|
£m |
226.2 |
UK |
126.5 |
|
112.0 |
61.3 |
Mainland Europe |
31.9 |
|
32.8 |
13.3 |
Rest of World |
9.8 |
|
7.0 |
|
|
|
|
|
300.8 |
Total |
168.2 |
|
151.8 |
4. Operating exceptional items
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
|
|
|
|
|
- |
Listing costs |
12.4 |
|
- |
0.7 |
Restructuring costs |
- |
|
0.5 |
0.2 |
Aborted acquisition costs |
- |
|
0.1 |
(0.3) |
Profit on sale of investments |
- |
|
(0.3) |
(0.7) |
Profit on sale of fixed assets |
(0.1) |
|
(0.1) |
- |
Other |
0.1 |
|
- |
|
|
|
|
|
(0.1) |
|
12.4 |
|
0.2 |
|
|
|
|
|
5. Finance revenue / costs
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
|
|
|
|
|
0.3 |
Bank interest income |
0.2 |
|
0.1 |
|
|
|
|
|
0.3 |
Finance revenue |
0.2 |
|
0.1 |
|
|
|
|
|
14.2 |
Interest on Senior Secured Notes |
5.9 |
|
7.1 |
0.2 |
Bank interest and other finance charges |
0.2 |
|
0.2 |
1.1 |
Debt issue cost amortisation |
0.4 |
|
0.5 |
|
|
|
|
|
15.5 |
Finance costs |
6.5 |
|
7.8 |
|
|
|
|
|
- |
Senior Secured Notes early settlement fee |
7.2 |
|
- |
- |
Write off of unamortised debt issue costs |
1.4 |
|
- |
|
|
|
|
|
- |
Exceptional finance costs |
8.6 |
|
- |
On 21 May 2014 the £150m Senior Secured Notes were refinanced utilising £30m of cash balances and a £120m five year term bank loan on which interest is payable at LIBOR plus an interest margin of 2.75%, which reduces if the leverage ratio (net debt to EBITDA) reduces.
6. Taxation
Tax has been provided on the profit before taxation, at the estimated effective rate for the full year of 23.9% (2013: 18.7%). If the impact of exceptional costs is excluded, the underlying tax rate would be 14.5%.
7. Earnings per share
The following reflects the income and share data used in the basic and diluted earnings per share computations:
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
20.0 |
(Loss) / profit for the period attributable to equity holders of the parent |
(3.5) |
|
7.9 |
19.9 |
Adjusted profit for the period
|
14.1 |
|
8.1 |
199,999,862 |
Weighted average number of ordinary shares in issue during the year |
199,999,862 |
|
199,999,862 |
10.00 pence |
Basic and diluted earnings per ordinary share |
(1.75) pence |
|
3.95 pence |
9.95 pence |
Adjusted basic and diluted earnings per ordinary share |
7.05 pence |
|
4.05 pence |
The weighted average number of shares has been calculated assuming the consolidation and sub-division of shares (as described in note 11) took place as from 1 January 2013.
Adjusted profit is derived below and is defined as the result of the period, excluding the impact of exceptional operating items and exceptional finance costs. The directors consider that this measure gives a better and more consistent indication of the Group's underlying performance.
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
39.7 |
Operating profit for the period before operating exceptional items |
22.7 |
|
17.6 |
(15.2) |
Net finance costs (excluding exceptional finance costs) |
(6.3) |
|
(7.7) |
24.5 (4.6) |
Taxation at underlying tax rate (note 6) |
16.4 (2.3) |
|
9.9 (1.8) |
19.9 |
Adjusted profit for the period |
14.1 |
|
8.1 |
8. Dividends
There have been no dividends paid during the period (2013: Nil). The directors have proposed an interim dividend for the current year of £3.0m which equates to 1.5p per share.
9. Analysis of net debt
Year ended 31 December 2013 |
|
Half year to 30 June 2014 |
|
Half year to 30 June 2013 |
£m |
|
£m |
|
£m |
|
|
|
|
|
65.9 |
Cash and cash equivalents |
18.1 |
|
41.7 |
0.4 |
Financial asset |
0.4 |
|
- |
|
|
|
|
|
|
Interest bearing loans and borrowings due after more than one year |
|
|
|
- |
- Bank loans |
(120.0) |
|
- |
(150.0) |
- Senior secured notes |
- |
|
(150.0) |
(2.4) |
- Accrued interest |
(0.5) |
|
(2.5) |
1.8 |
- Unamortised debt issuance costs |
2.1 |
|
2.3 |
(150.6) |
|
(118.4) |
|
(150.2) |
- |
Financial liabilities |
- |
|
(0.3) |
|
|
|
|
|
(84.3) |
Net debt |
(99.9) |
|
(108.8) |
|
|
|
|
|
The Group's net debt is defined as cash and cash equivalents, financial assets, loans and other financial liabilities.
10. Financial instruments
Fair value of financial instruments
The book value of trade and other receivables, trade and other payables, cash balances, bank loans and other liabilities equates to fair value.
The table below sets out the group's accounting classification of its other financial assets and liabilities and their fair values and carrying values.
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
0.3 |
|
0.3 |
Interest rate swap |
0.1 |
|
0.1 |
Interest bearing loans and borrowings due after more than one year |
(118.4) |
|
(118.4) |
Total at 30 June 2014 |
(118.0) |
|
(118.0) |
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
(0.3) |
|
(0.3) |
Interest bearing loans and borrowings due after more than one year |
(150.2) |
|
(159.8) |
Total at 30 June 2013 |
(150.5) |
|
(160.1) |
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
0.4 |
|
0.4 |
Interest bearing loans and borrowings due after more than one year |
(150.6) |
|
(157.5) |
Total at 31 December 2013 |
(150.2) |
|
(157.9) |
In respect of the £120m five year term bank loan on which interest is payable at variable LIBOR plus a margin, the Group entered into an interest rate swap on 16 April 2014 with interest payable at a fixed rate of 2.21% (excluding margin) for the following notional amounts:
Year ended 31 December |
Notional amount |
|
£m |
|
|
2014 |
- |
2015 |
48.0 |
2016 |
60.0 |
2017 |
70.2 - 72.0 |
2018 |
66.6 - 68.4 |
To March 2019 |
64.8 |
The fair value of the interest rate swap was determined by reference to market values. Forward currency exchange contracts fair value was determined using quoted forward exchange rates matching the maturities of the contracts.
The fair value of the senior secured notes is based on their quoted mid point market value.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1:quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2:other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and
Level 3:techniques which use inputs which have a significant effect on the recorder fair value that are not based on observable market data.
The fair values disclosed above all relate to items categorised as Level 1.
There have been no transfers in any direction in the period.
11. Issued share capital
On 16 April 2014 the Company's entire issued share capital was consolidated and then sub-divided into 199,999,862 Ordinary Shares of £0.001 each and 146,354,735,914 Deferred Shares of £0.00001 each. The Deferred Shares were cancelled on 16 April 2014.
The Ordinary Shares are voting non-redeemable shares and rank equally as to dividends, voting rights and any return of capital on winding up.
INDEPENDENT REVIEW REPORT TO POLYPIPE GROUP 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 2014 which comprises the Interim Group Income Statement, the Interim Group Statement of Comprehensive Income, the Interim Group Balance Sheet, the Interim Group Statement of Changes in Equity, the Interim Group Cash Flow Statement and the related notes 1 to 11. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
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 Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
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 United Kingdom. A review of interim 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 2014 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
Leeds
18 August 2014
20 August 2015
Polypipe Group plc
Interim Results for the Six Months Ended 30 June 2015
Polypipe Group plc ("Polypipe" or the "Group"), a leading manufacturer of plastic piping systems for the residential, commercial, civils and infrastructure sectors, today announces its half year unaudited results for the six months ended 30 June 2015.
Financial Results
|
H1 |
H1 |
Change |
|
2015 |
2014 |
|
Revenue |
£170.4m |
£168.2m |
1.3% |
Operating profit1 |
£25.6m |
£22.7m |
12.8% |
Profit before tax (pre exceptionals)2 |
£23.2m |
£16.4m |
41.5% |
Profit/(loss) before tax |
£23.2m |
£(4.6)m |
|
Adjusted earnings per share3 |
9.11p |
7.05p |
29.2% |
Net debt |
£83.8m |
£99.9m |
(16.1%) |
Basic earnings per share |
9.13p |
(1.75)p |
|
Dividend per share |
2.3p |
1.5p |
53.3% |
1. Excludes operating exceptional items
2. Excludes operating exceptional items and exceptional finance costs
3. Excludes operating exceptional items, exceptional finance costs and related tax relief
Financial Highlights
· Underlying UK revenue growth of 5.1%, after adjusting for working days.
· 150 bps improvement in Group operating profit margin to 15%.
· 29.2% improvement in adjusted EPS due to strong operating performance and lower finance charges since refinancing.
· Interim dividend of 2.3p in line with policy to pay a minimum of 40% of the Group's profit after tax.
Operational Highlights
· Strategic acquisition of Nuaire in August 2015 to enhance capability to support Carbon Efficient solutions
· Good demand for residential piping systems from UK housebuilders, increasingly from projects outside of London and the South-East
· Improvement in the residential RMI sector
· Good demand from road and rail projects
· Strong increase in sales of Water Management Solutions, driven by planning legislation requiring new sites to contain stormwater to avoid flooding
· Good sales growth in the Middle East
David Hall, Chief Executive said:
"The year started strongly supported by a strengthening market in the UK and we are well placed to capture our share of the anticipated market growth. Our strategic initiatives all continue to show good progress over and above the market and the recent acquisition of Nuaire will support our aims to accelerate our growth. I remain confident that we will deliver results for the full year in line with our expectations".
For further information please contact:
Polypipe David Hall, Chief Executive Officer Peter Shepherd, Chief Financial Officer
|
+44 (0) 1709 770 000 |
Brunswick Mike Smith Nina Coad |
+44 (0) 20 7404 5959 |
A copy of this report will be available on our website http://ir.polypipe.com/ today from 7.00am.
An analyst presentation will be held today, Thursday 20th August at 08:15 (GMT). To dial in the call details are:
Tel: +44 (0) 1452 555566
Code: 13748252
Notes to Editors:
Polypipe is the largest manufacturer in the United Kingdom, and among the ten largest manufacturers in Europe, of plastic piping systems for the residential, commercial, civils and infrastructure sectors by revenue. The Group operates from sixteen facilities in total, and with over 20,000 product lines, manufactures the United Kingdom's widest range of plastic piping systems within its target markets. The Group primarily targets the UK, French and Irish building and construction markets with a presence in Italy and the Middle East and sales to specific niches in the rest of the world.
Business Review
The following tables set out Group revenue and operating profit before operating exceptional items by operating segment:
Revenue |
H1 2015 |
|
H1 2014 |
|
Change |
£m |
|
£m |
|
% |
|
|
|
|
|
|
|
Residential Piping Systems |
90.2 |
|
86.8 |
|
3.9 |
Commercial & Infrastructure Piping Systems - UK |
59.1 |
|
56.4 |
|
4.8 |
UK Operations |
149.3 |
|
143.2 |
|
4.3 |
Commercial & Infrastructure Piping Systems - Europe |
26.5 |
|
30.6 |
|
(13.4) |
Inter Segment Sales |
(5.4) |
|
(5.6) |
|
|
|
|
|
|
|
|
Group revenue |
170.4 |
|
168.2 |
|
1.3 |
|
|
|
|
|
|
Operating profit |
H1 2015 |
|
H1 2014 |
|
Change |
£m |
|
£m |
|
% |
|
|
|
|
|
|
|
Residential Piping Systems |
15.4 |
|
13.2 |
|
16.7 |
Commercial & Infrastructure Piping Systems - UK |
9.3 |
|
8.6 |
|
8.1 |
UK Operations |
24.7 |
|
21.8 |
|
13.3 |
Commercial & Infrastructure Piping Systems - Europe |
0.9 |
|
0.9 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
Group operating profit* |
25.6 |
|
22.7 |
|
12.8 |
*before operating exceptional items.
The Group's revenue for the six months ended 30 June 2015 was £170.4m (2014: £168.2m) an improvement of 1.3%. Revenue from our UK operations for the first half of 2015 grew by 5.1% over the same period last year on a working day adjusted like for like basis. Reported UK revenue growth was adversely affected by the strength of the comparative period in 2014, which was driven by customers pulling forward orders last year ahead of a June price increase, with no pull forward of orders this year as there has been no price increase. Revenue from our Commercial Infrastructure Piping Systems in Continental Europe were down 2% in local currency due to difficult market conditions in our main French market (13.4% as reported due to the stronger Sterling/Euro exchange rate, adversely impacting earnings translation).
Operating profit before operating exceptional items for the first half of 2015 of £25.6m was up 12.8% on the same period last year. The operating margin improved by 150 bps to 15% due to the operational gearing benefits from revenue growth in the UK, a slight improvement in the mix in residential sales towards higher margin RMI and a period of lower polymer costs.
Net finance charges before exceptional finance costs for the six months to 30 June 2015 of £2.4m were £3.9m lower than the corresponding period in the prior year as a result of the refinancing of the £150m Senior Secured Notes in April 2014 following the IPO.
No exceptional costs were incurred during the six months ended 30 June 2015. Exceptional charges of £12.4m were incurred in the six months ended 30 June 2014 in relation to the IPO listing costs and a further £8.6m of exceptional finance costs were incurred in the period in relation to refinancing the Senior Secured Notes.
Adjusted earnings per share for the six months ended 30 June 2015 of 9.11p (2014: 7.05p) improved by 29.2% due the improved operating results and lower net finance charges before exceptional finance costs.
Operational Review
The Group's focus has continued to be to drive our initiatives in the areas of substitution, carbon efficiency, water management and export whilst ensuring that we are able to fully benefit from the recovering UK construction market.
On the back of momentum from the UK construction market recovery the year started strongly across all sectors. On a working day adjusted like for like basis, our UK business grew revenues by 5.1% during the first half of 2015 compared to the first six months of 2014.
We believe that the apparent slowing of growth in our reported UK numbers towards the end of the second quarter was due to a distortion caused by pulled forward orders by our distributors during the same period in 2014. The price increase in June 2014 resulted in stockists pulling forward orders into the first half to take advantage of pre-price increase purchase prices. With the reduction in polymer prices during the tail end of 2014 and the start of 2015, we decided to postpone our plans for a price increase in June this year.
As has been widely reported, despite oil prices having remained at relatively lower levels, polymers and their feedstocks have now returned to, or in some cases exceeded, their previous price levels as a result of reductions in capacity through planned and unplanned outages in plants operated by the major polymer producers in Europe. Although postponing our 2015 price increase may have caused some minor distortion in our UK revenue growth rates across the two halves, over the course of the year any pull forward effect and the subsequent catch up will even out.
We have seen steady progress across most of our product groups that are specifically targeted at substituting legacy materials. In particular, our plastic plumbing systems and pre-fabricated soil pipe systems have delivered good growth against the same period last year, as developers tend to favour more modern materials as a result of their ease and speed of installation. We are encouraged by the opportunities to accelerate the growth of Surestop (acquired in January 2015) leveraging the Group's broader based customer relationships.
Our Carbon Efficient Solutions have also performed well against the comparative period last year. Having raised the profile of our marketing programme, we have seen a progressive improvement in specifications for underfloor heating although it still remains a small proportion of the overall UK heating market. Our ventilation products also performed well with our range of systems, gaining traction supported by the legislative requirements and enhanced by the acquisition of the Ferrob range.
Sales of our Water Management Solutions performed strongly as new construction sites are required to meet legislation regarding the storage and attenuation of water. This is driving demand for our comprehensive range of engineered systems which can be individually tailored to meet site specific needs. The change in funding model of Highways England resulted in fewer major road schemes starting in the second quarter; however the future road improvement programme outlined in UK Government's National Infrastructure Plan remains very encouraging.
We continued to benefit from the increased resource we have committed to specification sales in the Middle East and we seek further opportunities in the region. Albeit relatively insignificant in Group terms, our exports to the rest of the world were less favourable against the comparable period last year during which we benefitted from mining infrastructure projects in Africa.
Residential Piping Systems
Sales to the Residential Sector, all of which are in the UK and Ireland, represented 51% of Group revenues and were up 4.8% against the first half of 2014 on an adjusted working day basis.
Growth in demand from the housebuilders in the half was front end loaded and has continued to be dominated by the larger players with the trend towards more regional activity continuing through the half. Private RM&I has been improving although still hampered by the relatively low levels of remortgage activity which after several months of decline started to pick up toward the end of the second quarter. Housing transactions of second hand homes, another key driver for RM&I remain well below long term averages with no significant improvement in the first half due in part to the more stringent bank lending criteria.
The merchants are reporting challenging conditions in plumbing and heating, in part due to pull forward in previous periods under previous Government incentives and in part the impact of reduced budgets in Social RM&I. This has a very limited impact on us, as there is relatively little of our product used in a standard boiler replacement programme.
Against strong comparables, Residential Piping Systems delivered operating profit of £15.4m in the first half up 16.7% over the same period last year. This reflects the operational gearing benefits from the revenue growth in the UK, a slight improvement of mix towards RM&I and some marginal benefits from a short period of lower material costs.
Commercial and Infrastructure Piping Systems - UK
Sales to the UK Commercial and Infrastructure Sector, which include export sales to the Middle East, represented 34% of Group revenues and were up 5.6% against the first half of 2014 on an adjusted working day basis. We experienced good demand from road and rail projects and the development of high rise, multi-occupancy buildings continued in London and other major cities.
During the first half of last year we saw our distributors in the Middle East starting to re-stock and against this backdrop it is encouraging to have seen good growth in sales to the region over the same period this year. We continue to see the region and Qatar in particular as having significant potential and we are making progress with our plans to commence local manufacturing of our Water Management products.
The volatility in raw material prices has resulted in us passing some of the benefit of lower virgin polymer costs through to our customers in this division. This is due to some formulaic mechanisms to flex our prices in line with material costs on larger contracts. It has also had a detrimental impact on the recycling industry and as a result we have experienced more difficulty in sourcing post consumer waste to process through our polymer re-processing plant. This situation appears to be slowly recovering; however it has had some impact on margins, partially offsetting the operational gearing benefits of additional volumes and the window of lower material costs. The overall result was an increase in operating profits of 8.1% to £9.3m in the first half over the same period last year.
Commercial and Infrastructure Piping Systems - Europe
Sales from our Commercial and Infrastructure Sector Piping Systems businesses in Continental Europe (predominantly in France) which represented approximately 15% of Group revenues, were 2% behind in local currency terms but 13.4% down as reported due to the adverse currency translation impact. In the face of difficult market conditions in France, where we have not yet seen any significant signs of underlying market improvement, we have maintained a very close watch on selling price against volume especially in light of more volatile polymer costs.
Despite challenging market conditions operating profit remained flat at £0.9m, which represents a margin of 3% of revenue, as our price management disciplines in France helped offset the market decline.
Outlook
The year started strongly supported by a strengthening market in the UK and we are well placed to capture our share of the anticipated market growth. UK planning approvals continue on a strong upward trend and whilst this is not a guarantee of future orders, it is a promising indicator of planned activity. The Construction Products Association summer forecast shows overall UK construction output growing by c.5% for the full year in 2015. We remain well placed to capture our share of this anticipated market growth in the UK and the directors remain confident that our organic growth initiatives, the benefit of our acquisitions (including the recent announcement of the acquisition of Nuaire) in addition to the continuing market improvement in the UK, will deliver results for the full year in line with our expectations.
Financial Review
Cash flow and net debt
Cash generated from operations during the period of £17.8m remained consistent with the first half of 2014 as the improved operating performance was offset by a higher seasonal increase in net working capital this year due to the timing of rebate settlements.
Net debt (including accrued interest and unamortised debt issuance costs) increased by £6.3m during the first six months of 2015 to £83.8m after the seasonal increase in net working capital of £15.1m and business acquisitions (Surestop Limited) of £5.2m.
Net debt (term loan less cash) to rolling adjusted twelve month EBITDA (operating profit pre operating exceptional items plus depreciation) at 30 June 2015 was 1.31 times (December 2014: 1.26 times). This slight increase in the net debt to EBITDA leverage from the year end position is due to the seasonal increase in net working capital at the half year.
Finance Costs
Finance costs for the six months to 30 June 2015 of £2.5m were lower than the finance costs of £6.5m in the corresponding period in the prior year as a result of the refinancing in April 2014 of the £150m Senior Secured Notes (fixed interest rate of 9.5%) with £30m from surplus cash balances and £120m from a new five year term bank loan. Interest on the new five year term bank loan is currently payable at a rate of LIBOR plus a margin of 2.00%. The interest rate margin varies subject to the leverage ratio of the Group.
Details of our variable to fixed rate interest swaps are set out in Note 10 to these interim financial statements.
There were no exceptional finance costs during the first six months of 2015. Exceptional finance costs of £8.6m for the comparative period relate to the refinancing in April 2014.
Taxation
Tax has been provided at the estimated full year rate of 21.7% (2014: 23.9%). The reduction in the Group tax rate is due primarily to lower corporation tax rates in the UK.
Dividend
The Board has declared an interim dividend of 2.3 pence per share. This dividend will be paid on 25 September 2015 to shareholders on the register at the close of business on 28 August 2015.
Our dividend policy is to pay a minimum of 40% of the Group's annual profit after tax (adjusted to exclude exceptional items). The Directors intend that the Company will pay the total annual dividend in two tranches, an interim dividend and a final dividend, to be announced at the time of announcement of the interim and preliminary results in the approximate proportions of one-third and two-thirds, respectively.
Going Concern
The Group continues to meet its day to day working capital and other funding requirements through a combination of long term funding and cash deposits. The Group's bank financing facilities at 30 June 2015 were a £120m term loan and a £40m committed revolving credit facility (undrawn at June 2015). On 18 August 2015 the Group entered into a refinancing, details of which are set out in Note 12 below.
After making due enquiry, the directors have a reasonable expectation that the Company and its subsidiaries have adequate resources to continue operational existence for the foreseeable future and therefore adopt the going concern principle.
Risks and Uncertainties
The board continually assesses and monitors the key risks of the business. The principal risks and uncertainties that could have a material impact on the Group's performance have not changed from those which are set out in detail in the principal risks and uncertainties section of our 2014 Annual Report. These cover:
- Increases in the market price of petroleum feedstocks can have a direct impact on the prices we pay for our raw materials.
- The Group's manufacturing and distribution operations could be subjected to disruption due to factors including incidents such as fire, failure of equipment, power outages, strikes or unexpected or prolonged periods of severe weather.
- Our businesses are dependent on key customers continuing to order from us.
- The ability to attract and retain our Executive Management Team and qualified personnel.
- Cyclical economic conditions and conditions affecting the construction industry.
- Government action and policies.
- Changes in government regulations and standards relating to the manufacture and use of building materials, particularly plastics and polymers.
- The Group manufactures products that are potentially vital to the safe operation of its customers' products or processes. A product failure or recall could result in a liability claim for personal injury or other damage and damage to the Group's brand reputation.
- The Group's operations expose it to a variety of financial risks that include foreign exchange risk, credit risk, liquidity risk and interest rate risk.
A copy of the 2014 Annual Report is available on the Group's website, www.polypipe.com
Forward Looking Statements
Certain statements in this half yearly report are forward looking. Although the Group believes that the expectations reflected in these forward looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Because these statements contain risks and uncertainties, actual results may differ materially from those expressed or implied by these forward looking statements. We undertake no obligation to update any forward looking statements, whether as a result of new information, future events or otherwise.
Directors' Responsibility Statement
We confirm that to the best of our knowledge:
· The condensed set of financial statements has been prepared in accordance with International Accounting Standard ("IAS") 34 Interim Financial Reporting as adopted by the EU;
· The Interim 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 first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year 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.
This report was approved by the board of directors on 20 August 2015 and is available on the Company's website www.polypipe.com under "Investors", then "Results Centre".
By order of the Board
David Hall Peter Shepherd
Chief Executive Officer Chief Financial Officer
INTERIM GROUP INCOME STATEMENT
for the six months ended 30 June 2015 (unaudited)
Year ended 31 December 2014 |
|
Notes |
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
|
£m |
|
£m |
|
|
|
|
|
|
327.0 |
Revenue |
3 |
170.4 |
|
168.2 |
(202.4) |
Cost of sales |
|
(102.3) |
|
(105.3) |
|
|
|
|
|
|
124.6 |
Gross profit |
|
68.1 |
|
62.9 |
|
|
|
|
|
|
(49.8) |
Selling and distribution costs |
|
(26.1) |
|
(25.4) |
(28.5) |
Administration expenses |
|
(16.4) |
|
(14.8) |
|
|
|
|
|
|
46.3 |
Operating profit before operating exceptional items |
3 |
25.6 |
|
22.7 |
|
|
|
|
|
|
(12.1) |
Operating exceptional items |
4 |
- |
|
(12.4) |
|
|
|
|
|
|
34.2 |
Operating profit |
|
25.6 |
|
10.3 |
|
|
|
|
|
|
0.2 |
Finance revenue |
5 |
0.1 |
|
0.2 |
(8.9) |
Finance costs |
5 |
(2.5) |
|
(6.5) |
(8.6) |
Exceptional finance costs |
5 |
- |
|
(8.6) |
|
|
|
|
|
|
16.9 |
Profit / (loss) before tax |
|
23.2 |
|
(4.6) |
(3.0) |
Taxation |
6 |
(5.0) |
|
1.1 |
13.9 |
Profit / (loss) for the period |
|
18.2 |
|
(3.5) |
|
|
|
|
|
|
|
Earnings per share (pence) |
|
|
|
|
6.96 |
Basic and diluted |
7 |
9.13 |
|
(1.75) |
16.11 |
Adjusted - basic and diluted |
7 |
9.11 |
|
7.05 |
|
|
|
|
|
|
|
Dividend per share (pence) |
8 |
|
|
|
1.5 |
Interim |
|
2.3 |
|
1.5 |
3.0 |
Final |
|
- |
|
- |
INTERIM GROUP STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 June 2015 (unaudited)
Year ended 31 December 2014 |
|
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
|
£m |
|
£m |
|
|
|
|
|
|
13.9 |
Profit / (loss) for the period |
|
18.2 |
|
(3.5) |
|
Other comprehensive income / (expense): |
|
|
|
|
|
Items which will be reclassified subsequently to profit and loss:- |
|
|
|
|
(1.1) |
Exchange differences on translation of foreign operations |
|
(1.2) |
|
(0.7) |
(2.4) |
Effective portion of changes in fair value of swap derivatives |
|
0.6 |
|
- |
0.5 |
Tax relating to items that may be reclassified |
|
(0.2) |
|
- |
|
|
|
|
|
|
(3.0) |
Other comprehensive income / (expense) for the period net of tax |
|
(0.8) |
|
(0.7) |
|
|
|
|
|
|
10.9 |
Total comprehensive income / (expense) for the period net of tax |
|
17.4 |
|
(4.2) |
|
|
|
|
|
|
INTERIM GROUP BALANCE SHEET
at 30 June 2015 (unaudited)
31 December 2014 |
|
|
30 June 2015 |
|
30 June 2014 |
£m |
|
|
£m |
|
£m |
|
Non-Current Assets |
|
|
|
|
89.2 |
Property, plant and equipment |
|
90.9 |
|
88.8 |
235.0 |
Intangible assets |
|
239.5 |
|
234.4 |
|
|
|
|
|
|
324.2 |
Total non-current assets |
|
330.4 |
|
323.2 |
|
|
|
|
|
|
|
Current Assets |
|
|
|
|
39.9 |
Inventories |
|
39.5 |
|
41.0 |
20.9 |
Trade and other receivables |
|
31.8 |
|
25.8 |
- |
Income tax recoverable |
|
- |
|
1.1 |
- |
Other financial assets |
|
- |
|
0.4 |
43.1 |
Cash and cash equivalents |
|
36.4 |
|
18.1 |
|
|
|
|
|
|
103.9 |
Total current assets |
|
107.7 |
|
86.4 |
|
|
|
|
|
|
428.1 |
Total assets |
|
438.1 |
|
409.6 |
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
(65.2) |
Trade and other payables |
|
(60.5) |
|
(60.9) |
(2.6) |
Other financial liabilities |
|
(1.9) |
|
- |
(2.0) |
Income tax payable |
|
(5.2) |
|
- |
|
|
|
|
|
|
(69.8) |
Total current liabilities |
|
(67.6) |
|
(60.9) |
|
|
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
(118.0) |
Loans and borrowings |
|
(118.3) |
|
(118.4) |
(1.7) |
Other liabilities |
|
(1.9) |
|
(1.5) |
(0.9) |
Deferred tax liability |
|
(1.0) |
|
(1.6) |
|
|
|
|
|
|
(120.6) |
Total non-current liabilities |
|
(121.2) |
|
(121.5) |
|
|
|
|
|
|
(190.4) |
Total liabilities |
|
(188.8) |
|
(182.4) |
237.7 |
Net assets |
|
249.3 |
|
227.2 |
|
Capital and reserves |
|
|
|
|
0.2 |
Equity share capital |
|
0.2 |
|
0.2 |
1.1 |
Capital redemption reserve |
|
1.1 |
|
1.1 |
(1.7) |
Treasury shares |
|
(1.7) |
|
- |
(1.9) |
Hedging Reserve |
|
(1.5) |
|
- |
(1.7) |
Foreign currency retranslation reserve |
|
(2.9) |
|
(1.3) |
241.7 |
Retained earnings |
|
254.1 |
|
227.2 |
|
|
|
|
|
|
237.7 |
Total equity |
|
249.3 |
|
227.2 |
INTERIM GROUP STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 June 2015 (unaudited)
|
Share capital |
Capital redemption reserve |
Treasury Shares |
Hedging reserve |
Foreign currency retranslation reserve |
Retained earnings |
Total equity |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Six months ended 30 June 2015 |
|
|
|
|
|
|
|
Opening balance |
0.2 |
1.1 |
(1.7) |
(1.9) |
(1.7) |
241.7 |
237.7 |
Profit for the period |
- |
- |
- |
- |
- |
18.2 |
18.2 |
Other comprehensive income / (expense) |
- |
- |
- |
0.4 |
(1.2) |
- |
(0.8) |
Total comprehensive income for the period |
- |
- |
- |
0.4 |
(1.2) |
18.2 |
17.4 |
Dividends paid |
- |
- |
- |
- |
- |
(6.0) |
(6.0) |
Share-based payments |
- |
- |
- |
- |
- |
0.2 |
0.2 |
Closing balance |
0.2 |
1.1 |
(1.7) |
(1.5) |
(2.9) |
254.1 |
249.3 |
|
|
|
|
|
|
|
|
Six months ended 30 June 2014 |
|
|
|
|
|
|
|
Opening balance |
1.3 |
- |
- |
- |
(0.6) |
230.7 |
231.4 |
Loss for the period |
- |
- |
- |
- |
- |
(3.5) |
(3.5) |
Other comprehensive income / (expense) |
- |
- |
- |
- |
(0.7) |
- |
(0.7) |
Total comprehensive income for the period |
- |
- |
- |
- |
(0.7) |
(3.5) |
(4.2) |
Cancellation of deferred shares |
(1.1) |
1.1 |
- |
- |
- |
- |
- |
Closing balance |
0.2 |
1.1 |
- |
- |
(1.3) |
227.2 |
227.2 |
|
|
|
|
|
|
|
|
Year ended 31 December 2014 |
|
|
|
|
|
|
|
Opening balance |
1.3 |
- |
- |
- |
(0.6) |
230.7 |
231.4 |
Profit for the period |
- |
- |
- |
- |
- |
13.9 |
13.9 |
Other comprehensive income / (expense) |
- |
- |
- |
(1.9) |
(1.1) |
- |
(3.0) |
Total comprehensive income for the period |
- |
- |
- |
(1.9) |
(1.1) |
13.9 |
10.9 |
Dividends paid |
- |
- |
- |
- |
- |
(3.0) |
(3.0) |
Purchase of treasury shares |
- |
- |
(1.7) |
- |
- |
- |
(1.7) |
Share-based payments |
- |
- |
- |
- |
- |
0.1 |
0.1 |
Cancellation of deferred shares |
(1.1) |
1.1 |
- |
- |
- |
- |
- |
Closing balance |
0.2 |
1.1 |
(1.7) |
(1.9) |
(1.7) |
241.7 |
237.7 |
INTERIM GROUP CASH FLOW STATEMENT
for the six months ended 30 June 2015 (unaudited)
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
|
Operating activities |
|
|
|
16.9 |
Profit / (loss) for the year before tax |
23.2 |
|
(4.6) |
17.3 |
Add back net financing costs |
2.4 |
|
14.9 |
|
|
|
|
|
34.2 |
Operating profit |
25.6 |
|
10.3 |
|
Adjusted for non cash items: |
|
|
|
(0.1) |
Gain on disposal of property, plant and equipment |
(0.1) |
|
(0.1) |
12.2 |
Operating exceptional items - net expense recognised |
- |
|
12.4 |
(12.5) |
- cash paid |
- |
|
(8.9) |
14.5 |
Depreciation |
7.4 |
|
7.3 |
|
|
|
|
|
48.3 |
Operating cash flow before movement in working capital |
32.9 |
|
21.0 |
|
Movement in working capital: |
|
|
|
(0.2) |
Receivables |
(11.4) |
|
(4.7) |
4.0 |
Payables |
(3.6) |
|
(4.9) |
(1.5) |
Inventories |
(0.1) |
|
(2.5) |
|
|
|
|
|
50.6 |
Cash generated from operations |
17.8 |
|
8.9 |
(3.7) |
Income tax paid |
(1.9) |
|
(2.4) |
46.9 |
Net cash flows from operating activities |
15.9 |
|
6.5 |
|
|
|
|
|
|
Investing Activities |
|
|
|
0.2 |
Interest received |
0.1 |
|
0.2 |
0.2 |
Proceeds from disposal of property, plant and equipment |
0.1 |
|
0.1 |
(0.3) |
Acquisition of new business |
(5.2) |
|
- |
(15.1) |
Purchase of property, plant and equipment |
(9.3) |
|
(7.3) |
(15.0) |
Net cash flow used in investing activities |
(14.3) |
|
(7.0) |
|
|
|
|
|
|
Financing activities |
|
|
|
120.0 |
New bank loan |
- |
|
120.0 |
(150.0) |
Repayment of Senior Secured Notes |
- |
|
(150.0) |
(1.7) |
Purchase of own shares |
- |
|
- |
(10.6) |
Interest paid |
(2.3) |
|
(8.0) |
(3.0) |
Dividend paid |
(6.0) |
|
- |
(9.4) |
Refinancing costs |
- |
|
(9.3) |
(54.7) |
Net cash flows from financing activities |
(8.3) |
|
(47.3) |
|
|
|
|
|
(22.8) |
Net decrease in cash and cash equivalents |
(6.7) |
|
(47.8) |
65.9 |
Cash and cash equivalents - opening balance |
43.1 |
|
65.9 |
|
|
|
|
|
43.1 |
Cash and cash equivalents - closing balance |
36.4 |
|
18.1 |
|
|
|
|
|
NOTES TO THE INTERIM FINANCIAL STATEMENTS
at 30 June 2015
1. Basis of preparation
Polypipe Group plc is incorporated in the UK. The condensed interim financial statements have been prepared in accordance with the Disclosure and Transparency rules of the Financial Conduct Authority and IAS 34 "Interim Financial Reporting (as adopted by the EU)".
As required by the Disclosure and Transparency rules of the Financial Conduct Authority, the interim 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 2014. These statements do not include all the information required for full annual financial statements and should be read in conjunction with the full annual report for the year ended 31 December 2014.
The comparative figures for the financial year ended 31 December 2014 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company'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.
There are no accounting standards or interpretations that have become effective in the current reporting period which have had a material effect on the net assets, results and disclosures of the Group. The Group has not early adopted any other standard, interpretation or amendment that has been issued that is not yet effective.
The financial statements are prepared on a going concern basis. This is considered appropriate given that the company and its subsidiaries have adequate resources to continue in operational existence for the foreseeable future.
There have been no significant related party transactions in the period to 30 June 2015.
2. Financial risks, estimates, assumptions and judgements
The preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from estimates.
In preparing these condensed consolidated interim 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 as at and for the year ended 31 December 2014.
3. Segment information
The group has three reporting segments - Residential Piping Systems (all UK by origin), Commercial and Infrastructure Piping Systems - UK and Commercial and Infrastructure Piping Systems - Mainland Europe. Several operating segments that have similar economic characteristics have been aggregated into these three reporting segments.
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
||||||
Revenue |
|
Operating Profit |
|
Revenue |
|
Operating Profit |
|
Revenue |
|
Operating Profit |
£m |
|
£m |
|
£m |
|
£m |
|
£m |
|
£m |
173.3 |
|
28.4 |
Residential Piping Systems |
90.2 |
|
15.4 |
|
86.8 |
|
13.2 |
111.1 53.9 165.0 |
|
17.0 0.9 17.9 |
Commercial & Infrastructure Piping Systems - UK - Mainland Europe |
59.1 26.5 85.6 |
|
9.3 0.9 10.2 |
|
56.4 30.6 87.0 |
|
8.6 0.9 9.5 |
(11.3) |
|
- |
Inter segment sales |
(5.4) |
|
- |
|
(5.6) |
|
- |
|
|
|
|
|
|
|
|
|
|
|
327.0 |
|
46.3 |
Group Revenue / Operating Profit |
170.4 |
|
25.6 |
|
168.2 |
|
22.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(12.1) |
Operating exceptional items |
|
|
- |
|
|
|
(12.4) |
|
|
(17.3) |
Net finance costs |
|
|
(2.4) |
|
|
|
(14.9) |
|
|
|
|
|
|
|
|
|
|
|
|
|
16.9 |
Profit / (loss) before taxation |
|
|
23.2 |
|
|
|
(4.6) |
Given stable market conditions, our revenues have historically been broadly similar between the first and second halves of the year.
Revenue by geographical market:
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
|
|
|
|
|
£m |
|
£m |
|
£m |
253.3 |
UK |
131.5 |
|
126.5 |
56.9 |
Mainland Europe |
28.5 |
|
31.9 |
16.8 |
Rest of World |
10.4 |
|
9.8 |
|
|
|
|
|
327.0 |
Total |
170.4 |
|
168.2 |
4. Operating exceptional items
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
|
|
|
|
|
12.2 |
Listing costs |
- |
|
12.4 |
(0.1) |
Profit on sale of fixed assets |
- |
|
(0.1) |
- |
Other |
- |
|
0.1 |
|
|
|
|
|
12.1 |
|
- |
|
12.4 |
|
|
|
|
|
5. Finance revenue / costs
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
|
|
|
|
|
0.2 |
Bank interest income |
0.1 |
|
0.2 |
|
|
|
|
|
0.2 |
Finance revenue |
0.1 |
|
0.2 |
|
|
|
|
|
5.5 |
Interest on Senior Secured Notes |
- |
|
5.9 |
2.4 |
Interest on Bank Loan |
2.1 |
|
- |
0.4 |
Other finance charges |
0.2 |
|
0.2 |
0.6 |
Debt issue cost amortisation |
0.2 |
|
0.4 |
|
|
|
|
|
8.9 |
Finance costs |
2.5 |
|
6.5 |
|
|
|
|
|
7.2 |
Senior Secured Notes early settlement fee |
- |
|
7.2 |
1.4 |
Write off of unamortised debt issue costs |
- |
|
1.4 |
|
|
|
|
|
8.6 |
Exceptional finance costs |
- |
|
8.6 |
6. Taxation
Tax has been provided on the profit before taxation, at the estimated effective rate for the full year of 21.7% (2014: 23.9%).
7. Earnings per share
The following income and share data have been used in the basic and diluted earnings per share computations:
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
13.9 |
Profit / (loss) for the period attributable to equity holders of the parent |
18.2 |
|
(3.5) |
32.2 |
Adjusted profit for the period |
18.2 |
|
14.1 |
|
|
|
|
|
199,853,984 |
Weighted average number of ordinary shares for the purpose of basic earnings per share |
199,260,681 |
|
199,999,862 |
111,897 |
Share options |
422,263 |
|
- |
199,965,881 |
Weighted average number of ordinary shares for the purpose of diluted earnings per share |
199,682,944 |
|
199,999,862 |
|
|
|
|
|
6.96 pence |
Basic earnings per ordinary share |
9.13 pence |
|
(1.75) pence |
6.95 pence |
Diluted earnings per ordinary share |
9.11 pence |
|
(1.75) pence |
|
|
|
|
|
16.11 pence |
Adjusted basic earnings per ordinary share |
9.13 pence |
|
7.05 pence |
16.10 pence |
Adjusted diluted earnings per ordinary share |
9.11 pence |
|
7.05 pence |
Adjusted profit is derived below and is defined as the result of the period, excluding the impact of exceptional operating items and exceptional finance costs. The directors consider that this measure gives a better and more consistent indication of the Group's underlying performance.
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
46.3 |
Operating profit for the period before operating exceptional items |
25.6 |
|
22.7 |
(8.7) |
Net finance costs (excluding exceptional finance costs) |
(2.4) |
|
(6.3) |
37.6 |
|
23.2 |
|
16.4 |
(5.4) |
Taxation at underlying tax rate |
(5.0) |
|
(2.3) |
32.2 |
Adjusted profit for the period |
18.2 |
|
14.1 |
8. Dividends
The directors have proposed an interim dividend for the current year of £4.6m which equates to 2.3p per share.
9. Analysis of net debt
Year ended 31 December 2014 |
|
Half year to 30 June 2015 |
|
Half year to 30 June 2014 |
£m |
|
£m |
|
£m |
|
|
|
|
|
43.1 |
Cash and cash equivalents |
36.4 |
|
18.1 |
- |
Other financial assets |
- |
|
0.4 |
|
|
|
|
|
|
Interest bearing loans and borrowings due after more than one year |
|
|
|
(120.0) |
- Bank loans |
(120.0) |
|
(120.0) |
- |
- Accrued interest |
- |
|
(0.5) |
2.0 |
- Unamortised debt issuance costs |
1.7 |
|
2.1 |
(118.0) |
|
(118.3) |
|
(118.4) |
(2.6) |
Other financial liabilities |
(1.9) |
|
- |
|
|
|
|
|
(77.5) |
Net debt |
(83.8) |
|
(99.9) |
|
|
|
|
|
The Group's net debt is defined as cash and cash equivalents, other financial assets, loans and borrowings and other financial liabilities.
10. Financial instruments
Fair value of financial instruments
The book value of trade and other receivables, trade and other payables, cash balances, bank loans and other liabilities equates to fair value.
The table below sets out the group's accounting classification of its other financial assets and liabilities and their fair values and carrying values.
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
(0.1) |
|
(0.1) |
Interest rate swap |
(1.8) |
|
(1.8) |
Interest bearing loans and borrowings due after more than one year |
(118.3) |
|
(118.3) |
Total at 30 June 2015 |
(120.2) |
|
(120.2) |
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
0.3 |
|
0.3 |
Interest rate swap |
0.1 |
|
0.1 |
Interest bearing loans and borrowings due after more than one year |
(118.4) |
|
(118.4) |
Total at 30 June 2014 |
(118.0) |
|
(118.0) |
|
Carrying value £m |
|
Fair value
£m |
Foreign currency derivative contracts |
(0.2) |
|
(0.2) |
Interest rate swap |
(2.4) |
|
(2.4) |
Interest bearing loans and borrowings due after more than one year |
(118.0) |
|
(118.0) |
Total at 31 December 2014 |
(120.6) |
|
(120.6) |
In respect of the £120m five year term bank loan on which interest is payable at variable LIBOR plus a margin, the Group entered into an interest rate swap on 16th April 2014 with interest payable at a fixed rate of 2.21% (excluding margin) for the following notional amounts:
Year ended 31 December |
Notional amount |
|
£m |
|
|
2015 |
48.0 |
2016 |
60.0 |
2017 |
70.2 - 72.0 |
2018 |
66.6 - 68.4 |
To March 2019 |
64.8 |
The fair value of the interest rate swap was determined by reference to market values. Forward currency exchange contracts fair value was determined using quoted forward exchange rates matching the maturities of the contracts.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1:quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2:other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and
Level 3:techniques which use inputs which have a significant effect on the recorder fair value that are not based on observable market data.
The fair values disclosed above all relate to items categorised as Level 2.
There have been no transfers in any direction in the period.
11. Acquisitions
On 30 January 2015 the Group acquired 100% of the share capital of Surestop Limited, a company which manufactures and supplies a range of patented water mains switch-off devices. The cash consideration of £6.0 million included a payment for £0.8 million net cash at completion. Surestop's pre acquisition revenue and operating profit for the year 31 December 2014 was £2.1 million and £0.7 million respectively. The purchase price is in the process of being allocated in accordance with IFRS 3. As a result the initial accounting for the acquisition is currently incomplete, so a fair value table of the identifiable assets and liabilities has not been presented.
12. Subsequent Events
On 18 August the Group acquired Nu-Oval Acquisitions 1 Limited ("Nuaire") for a cash consideration of £145 million on a debt and cash-free basis (the "Acquisition"). The Acquisition was financed using a combination of existing cash from the balance sheet and debt. Also on 18 August 2015 the existing bank term loan of £120m was repaid and the revolving credit facility was increased to £300m, this increased revolving credit facility substantially expires in August 2020. Further details of this Acquisition and refinancing is set out in the press release "Polypipe Acquisition of Nuaire" which can be found on the Group's website www.polypipe.com under the "news and events" tab.
INDEPENDENT REVIEW REPORT TO
POLYPIPE GROUP 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 2015 which comprises the Interim Group Income Statement, the Interim Group Statement of Comprehensive Income, the Interim Group Balance Sheet, the Interim Group Statement of Changes in Equity, the Interim Group Cash Flow Statement and the related notes 1 to 12. 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 guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.
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 Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. 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 European Union.
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 United Kingdom. A review of interim 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 2015 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Ernst & Young LLP
Leeds
20 August 2015